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<br />Consulting Services Agreement between City of San Leandro and NBS for Eden Road Exhibit D – Page 1 of 2 <br />EXHIBIT D G42 STATEMENTS <br />Disclosure of Conflicts of Interest and Legal or Disciplinary Events <br />Pursuant to Municipal Securities Rulemaking Board (“MSRB”) Rule G-42, on Duties of Non- <br />Solicitor Municipal Advisors, Municipal Advisors are required to make certain written disclosures to clients and potential clients which include, amongst other things, Conflicts of Interest and any Legal or Disciplinary events of NBS and its associated persons. <br /> <br />Conflicts of Interest <br />Compensation NBS represents that in connection with the issuance of municipal securities, NBS may receive compensation from an Issuer or Obligated Person for services rendered, which compensation is <br />contingent upon the successful closing of a transaction and/or is based on the size of a <br />transaction. Consistent with the requirements of MSRB Rule G-42, NBS hereby discloses that <br />such contingent and/or transactional compensation may present a potential conflict of interest regarding NBS’ ability to provide unbiased advice to enter into such transaction. This conflict of <br />interest will not impair NBS’ ability to render unbiased and competent advice or to fulfill its <br />fiduciary duty to the Issuer. <br /> <br />It should be noted that other forms of compensation (i.e. hourly or fixed fee based) may also present a potential conflict of interest regarding NBS’ ability to provide advice regarding a <br />municipal security transaction. These other potential conflicts of interest will not impair NBS’ <br />ability to render unbiased and competent advice or to fulfill its fiduciary duty to the Issuer. <br /> <br />Other Municipal Advisor Relationships NBS serves a wide variety of other clients that may from time to time have interests that could <br />have a direct or indirect impact on the interests of another NBS client. For example, NBS serves <br />as municipal advisor to other municipal advisory clients and, in such cases, owes a regulatory <br />duty to such other clients just as it does to City of San Leandro. These other clients may, from <br />time to time and depending on the specific circumstances, have competing interests. In acting in the interests of its various clients, NBS could potentially face a conflict of interest arising from <br />these competing client interests. NBS fulfills its regulatory duty and mitigates such conflicts <br />through dealing honestly and with the utmost good faith with City of San Leandro. <br /> <br />If NBS becomes aware of any additional potential or actual conflict of interest after this disclosure, NBS will disclose the detailed information in writing to the issuer or obligated person <br />in a timely manner. <br /> <br />Legal or Disciplinary Events <br />NBS does not have any legal events or disciplinary history on NBS’ Form MA and Form MA-I, <br />which includes information about any criminal actions, regulatory actions, investigations, <br />terminations, judgments, liens, civil judicial actions, customer complaints, arbitrations and civil