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HomeMy WebLinkAboutNHA Advisors, LLC 2020-07-02COU No. 2021-088 AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES This Agreement, made and entered into this 2nd day of July, 2020 (“Effective Date”), by and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and NHA Advisors, LLC, a limited liability company, organized and in good standing under the laws of the state of California, hereinafter referred to as "Consultant". RECITALS This Agreement is predicated on the following facts: a. City requires consulting services of a Registered Municipal Financial Advisory for Continuing Disclosure, Debt Issuance, and General Financial Consultancy Services. b. Consultant represents that it has the qualifications, skills, experience and properly licensed to provide these services, and is willing to provide them according to the terms of this Agreement. c. City and Consultant agree upon the Scope-of-Work and Work Schedule attached hereto as Exhibit "A" describing contract provisions for the project and setting forth the completion dates for the various services to be provided pursuant to this Agreement. d. Consultant agrees to perform in conformance with the Municipal Advisor Disclosure requirements, attached hereto as Exhibit “C”. TERMS OF AGREEMENT 1.0 DESCRIPTION OF PROJECT 1.1 The Project is described in detail in the attached Scope-of-Work (Exhibit "A"). 2.0 SCOPE OF SERVICES 2.1 As set forth in Exhibit "A". 2.2. Additional Services. Additional services, if any, shall only proceed upon written agreement between City and Consultant. The written Agreement shall be in the form of an Amendment to this Agreement. 3.0 CONDUCT OF WORK 3.1 Time of Completion. Consultant shall commence performance of services as required by the Scope-of-Work upon receipt of a Notice to Proceed from City and shall complete such services to the City's reasonable satisfaction, even if contract disputes arise or Consultant contends it is entitled to further compensation. 4.0 COMPENSATION FOR SERVICES 4.1 Basis for Compensation. For the performance of the professional services of this Agreement, Tasks 1 and 4, Consultant shall be compensated on a time and expense basis not to exceed a guaranteed maximum dollar amount of $33,750 per year per Exhibit “B”, while Tasks 2 and 3 COU #2021-088 – NHA - PAGE 2 OF 7 shall be contingent on a successful closing of any future debt issuances. Total compensation for Tasks 2 and 3 shall be negotiated by City and Consultant for each transaction based on the compensation ranges found in Exhibit B and provided in writing. Labor charges shall be based upon hourly billing rates for the various classifications of personnel employed by Consultant to perform the Scope of Work as set forth in the attached Exhibit “B”, which shall include all indirect costs and expenses of every kind or nature, except direct expenses. The direct expenses and the fees to be charged for same shall be as set forth in Exhibit “B”. Consultant shall complete the Scope of Work for the not-to-exceed guaranteed maximum, even if actual time and expenses exceed that amount. 4.2 Changes. Should changes in compensation be required because of changes to the Scope-of- Work of this Agreement, the parties shall agree in writing to any changes in compensation. "Changes to the Scope-of-Work" means different activities than those described in Exhibit "A" and not additional time to complete those activities than the parties anticipated on the date they entered this Agreement. 4.3 Sub-contractor Payment. The use of sub-consultants or other services to perform a portion of the work of this Agreement shall be approved by City prior to commencement of work. The cost of sub-consultants shall be included within guaranteed not-to-exceed amount set forth in Section 4.1. 4.4 Terms of Payment. Payment to Consultant for services rendered in accordance with this contract shall be based upon submission of monthly invoices for the work satisfactorily performed prior to the date of invoice less any amount already paid to Consultant, which amounts shall be due and payable thirty (30) days after receipt by City. The invoices shall provide a description of each item of work performed, the time expended to perform each task, the fees charged for that task, and the direct expenses incurred and billed for. Invoices shall be accompanied by documentation sufficient to enable City to determine progress made and the expenses claimed. 5.0 ASSURANCES OF CONSULTANT 5.1 Independent Contractor. Consultant is an independent contractor and is solely responsible for its acts or omissions. Consultant (including its agents, servants, and employees) is not City's agent, employee, or representative for any purpose. It is the express intention of the parties hereto that Consultant is an independent contractor and not an employee, joint venture, or partner of City for any purpose whatsoever. City shall have no right to, and shall not control the manner or prescribe the method of accomplishing those services contracted to and performed by Consultant under this Agreement, and the general public and all governmental agencies regulating such activity shall be so informed. Those provisions of this Agreement that reserve ultimate authority in City have been inserted solely to achieve compliance with federal and state laws, rules, regulations, and interpretations thereof. No such provisions and no other provisions of this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Consultant and City. Consultant shall pay all estimated and actual federal and state income and self-employment taxes that are due the state and federal government and shall furnish and pay worker's compensation insurance, unemployment insurance and any other benefits required by law for himself and his employees, if any. Consultant agrees to indemnify and hold City and its officers, agents and employees harmless from and against any claims or demands by federal, COU #2021-088 – NHA - PAGE 3 OF 7 state or local government agencies for any such taxes or benefits due but not paid by Consultant, including the legal costs associated with defending against any audit, claim, demand or law suit. Consultant warrants and represents that it is a properly licensed professional or professional organization with a substantial investment in its business and that it maintains its own offices and staff which it will use in performing under this Agreement. 5.2 Conflict of Interest. Consultant understands that its professional responsibility is solely to City. Consultant has no interest and will not acquire any direct or indirect interest that would conflict with its performance of the Agreement. Consultant shall not in the performance of this Agreement employ a person having such an interest. If the City Manager determines that the Consultant has a disclosure obligation under the City’s local conflict of interest code, the Consultant shall file the required disclosure form with the City Clerk within 10 days of being notified of the City Manager’s determination. 6.0 INDEMNIFICATION 6.1 Insurance Liability. Without limiting Consultant's obligations arising under Paragraph 6.2 Consultant shall not begin work under this Agreement until it procures and maintains for the full period of time allowed by law, surviving the termination of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with its performance under this Agreement. A. Minimum Scope of Insurance Coverage shall be at least as broad as: 1. Insurance Services Office ("ISO) Commercial General Liability Coverage Form No. CG 20 10 10 01 and Commercial General Liability Coverage – Completed Operations Form No. CG 20 37 10 01. 2. ISO Form No. CA 0001 (Ed. 1/87) covering Automobile Liability, Code 1 "any auto" or Code 8, 9 if no owned autos and endorsement CA 0025. 3. Worker's Compensation Insurance as required by the Labor Code of the State of California and Employers Liability Insurance. 4. Errors and Omissions liability insurance appropriate to the consultant’s profession. Architects’ and engineers’ coverage is to be endorsed to include contractual liability. B. Minimum Limits of Insurance Consultant shall maintain limits no less than: 1. General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage including operations, products and completed operations. If Commercial General Liability Insurance or other form with a general aggregate limit is used, the general aggregate limit shall apply separately to the work performed under this Agreement, or the aggregate limit shall be twice the prescribed per occurrence limit. COU #2021-088 – NHA - PAGE 4 OF 7 2. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. 3. Worker's Compensation and Employers Liability: Worker's compensation limits as required by the Labor Code of the State of California and Employers Liability limits of $1,000,000 per accident. 4. Errors and Omissions liability: $1,000,000 per occurrence. C. Deductibles and Self-Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects to the City, its officers, officials, employees and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. D. Other Insurance Provisions The policies are to contain, or be endorsed to contain, the following provisions: 1. General Liability and Automobile Liability Coverages a. The City, it officers, officials, employees and volunteers are to be covered as additional insureds as respects; liability arising out of activities performed by or on behalf of the Consultant, products and completed operations of the Consultant, premises owned, occupied or used by the Consultant, or automobiles owned, hired or borrowed by the Consultant for the full period of time allowed by law, surviving the termination of this Agreement. The coverage shall contain no special limitations on the scope-of-protection afforded to the City, its officers, officials, employees or volunteers. b. The Consultant's insurance coverage shall be primary insurance as respects to the City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees or volunteers shall be in excess of the Consultant's insurance and shall not contribute with it. c. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its officers, officials, employees or volunteers. d. The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 2. Worker's Compensation and Employers Liability Coverage The insurer shall agree to waive all rights of subrogation against the City, its officers, officials, employees and volunteers for losses arising from Consultant's performance of the work, pursuant to this Agreement. COU #2021-088 – NHA - PAGE 5 OF 7 3. Professional Liability Coverage If written on a claims-made basis, the retroactivity date shall be the effective date of this Agreement. The policy period shall extend one year from completion of work. 4. All Coverages Each Insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. E. Acceptability of Insurers Insurance is to be placed with admitted California insurers with an A.M. Best's rating of no less than A- for financial strength, AA for long-term credit rating and AMB-1 for short-term credit rating. F. Verification of Coverage Consultant shall furnish the City with Certificates of Insurance and with original Endorsements effecting coverage required by this Agreement. The Certificates and Endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The Certificates and Endorsements are to be on forms provided or approved by the City. All Certificates and Endorsements are to be received and approved by the City before Consultant begins the work of this Agreement. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. If Consultant fails to provide the coverages required herein, the City shall have the right, but not the obligation, to purchase any or all of them. In that event, after notice to Consultant that City has paid the premium, the cost of insurance may be deducted from the compensation otherwise due the contractor under the terms of this Contract. G. Subcontractors Consultant shall include all sub-contractors or sub-consultants as insured under its policies or shall furnish separate certificates and endorsements for each sub-contractor or sub-consultant. All coverage for sub-contractors or sub-consultants shall be subject to all insurance requirements set forth in this Paragraph 6.1. 6.2 Indemnification. Notwithstanding the foregoing insurance requirements, and in addition thereto, Consultant agrees, for the full period of time allowed by law, surviving the termination of this Agreement, to indemnify the City for any claim, cost or liability that arises out of, or pertains to, or relates to any negligent act or omission or the willful misconduct of Consultant and its agents in the performance of services under this contract, but this indemnity does not apply to liability for damages for death or bodily injury to persons, injury to property, or other loss, arising from the sole negligence, willful misconduct or defects in design by the City, or arising from the active negligence of the City. COU #2021-088 – NHA - PAGE 6 OF 7 “Indemnify,” as used herein includes the expenses of defending against a claim and the payment of any settlement or judgment arising out of the claim. Defense costs include all costs associated with defending the claim, including, but not limited to, the fees of attorneys, investigators, consultants, experts and expert witnesses, and litigation expenses. References in this paragraph to City or Consultant, include their officers, employees, agents, and subcontractors. 7.0 CONTRACT PROVISIONS 7.1 Documents and Ownership of Work. All documents furnished to Consultant by City and all documents or reports and supportive data prepared by Consultant under this Agreement are owned and become the property of the City upon their creation and shall be given to City immediately upon demand and at the completion of Consultant's services at no additional cost to City. Deliverables are identified in the Scope-of-Work, Attachment "A". All documents produced by Consultant shall be furnished to City in digital format and hardcopy. Consultant shall produce the digital format, using software and media approved by City. 7.2 Governing Law. Consultant shall comply with the laws and regulations of the United States, the State of California, and all local governments having jurisdiction over this Agreement. The interpretation and enforcement of this Agreement shall be governed by California law and any action arising under or in connection with this Agreement must be filed in a Court of competent jurisdiction in Mendocino County. 7.3 Entire Agreement. This Agreement plus its Attachment(s) and executed Amendments set forth the entire understanding between the parties. 7.4 Severability. If any term of this Agreement is held invalid by a court of competent jurisdiction, the remainder of this Agreement shall remain in effect. 7.5 Modification. No modification of this Agreement is valid unless made with the agreement of both parties in writing. 7.6 Assignment. Consultant's services are considered unique and personal. Consultant shall not assign, transfer, or sub-contract its interest or obligation under all or any portion of this Agreement without City's prior written consent. 7.7 Waiver. No waiver of a breach of any covenant, term, or condition of this Agreement shall be a waiver of any other or subsequent breach of the same or any other covenant, term or condition or a waiver of the covenant, term or condition itself. 7.8 Termination. This Agreement may only be terminated by either party: 1) for breach of the Agreement; 2) because funds are no longer available to pay Consultant for services provided under this Agreement; or 3) City has abandoned and does not wish to complete the project for which Consultant was retained. A party shall notify the other party of any alleged breach of the Agreement and of the action required to cure the breach. If the breaching party fails to cure the breach within the time specified in the notice, the contract shall be terminated as of that time. If terminated for lack of funds or abandonment of the project, the contract shall terminate on the date notice of termination is given to Consultant. City shall pay the Consultant only for services performed and expenses incurred as of the effective termination date. In such event, as a condition to payment, Consultant shall provide to City all finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs and reports prepared by the Consultant under this Agreement. Consultant shall be entitled to Oct 21, 2020 Oct 21, 2020 EXHIBIT A SCOPE OF SERVICES TASK 1: GENERAL FINANCIAL CONSULTING SERVICES The scope of work will generally include, but will not be limited to, the following services: General Financial Assistance Work with City staff to review and provide advice on operational budgets Develop financial models for funding capital needs Assist in appropriate disclosure for annual financial reporting Assist in appropriate continuing disclosure for outstanding obligations requiring annual filing Review and respond to general questions related to public finance Assist staff with reports or information items related to financing strategies or opportunities Respond to general inquiries from staff Development Finance Review proposed development plans for public infrastructure requirement or other possible financeable components Develop initial funding model and tax impact of potential bond financing Work with City staff and property owner to understand financial impact of project scoping on future property tax collections Develop non-capital (services) funding vehicle if requested by the City Work with City staff, consultants and property owner to develop funding agreement Utility Financing Review the City’s existing bond obligations Develop financial model addressing coverage requirements and future parity capacity Calculate feasibility of refinancing any outstanding obligations Develop financing options General Fund Financing Review the City’s existing general fund obligations Calculate feasibility of refinancing any outstanding obligations Develop financing options Budget and cash flow review and analysis Presentation to City Council, Staff or Other Stakeholders (as requested) Develop presentation materials or memos detailing financing information Present information in any format as determined by City staff TASK 2: SHORT-TERM CASH FLOW FINANCING NHA Advisors will work with the City and other parties to develop funding strategies and options for financing short-term cash flow deficits for its General Fund (the “Project”) as well as other general advice as needed by the City staff related to the Project. NHA Advisors will serve as the municipal advisor of record for the City. The scope of work will generally include, but may not be limited to, the following services: Project Management Manage financing process, including assembly of the financing team and assignment of tasks for all parties involved in the financing. Provide information and advice on the timing of the financing process and develop timeline (schedule) of tasks. Upon request, work with City staff to solicit and select a registered broker-dealer (underwriter or placement agent), bond/disclosure counsel, trustee service provider, or other consultants that may be required as part of financing process. Provide recommendation(s) and negotiate preferred terms and pricing for said consultant(s). Quantitative Analysis and Financial Structuring Work with City staff to prepare historical, estimated/actual, and projected cash flows for the General Fund. Work with City staff to determine alternate sources of liquidity. Prepare, review, analyze, and provide structuring advice for the proposed financing and or refinancing. Evaluate the method of sale (private placement or public offering), bond structure, legal approach, and financial advantages for each alternative, including the financing terms and call provisions. Analyze credit enhancement options (bond insurance and reserve surety bond policies). Meetings or conference calls with credit enhancement or insurance companies to discuss the transaction, as appropriate. Project Implementation Provide advice on the financing structure for incorporation into financing documents. Coordinate the efforts of bond counsel, disclosure counsel, and/or any other legal counsel to prepare the financing documents for approval by the City Council. Review financing documents to ensure accuracy with the financing plan. Upon request, NHA Advisors will make presentations or attend meetings with the City Council or stakeholders to answer questions about the financing and process. Work with selected financing partner or funding source to determine optimal bond structure, including serial/term bonds, premium/discount bonds, and redemption provisions. If a public offering method of sale is utilized: o Coordinate preparation of a comprehensive credit presentation to the rating services and bond insurance companies, if applicable. o Work with disclosure counsel to assemble the official statement (investor disclosure document) for the financing in a manner consistent with existing laws, regulations, and standards of the securities industry. o If completed as a negotiated sale, assist the City in the negotiation of underwriting spreads and interest rates for the proposed financing. Monitor the underwriter’s sales effort to ensure the lowest financing costs are achieved. o Assist with the solicitation of an investment advisor to coordinate investment of bond proceeds and/or accounts, as necessary. o If completed as a competitive sale, engage a nationally recognized firm to market the bonds and establish a bidding platform. o Coordinate the delivery, printing and final approval of legal documents, and the preparation of closing certificates and final official statement. If a private placement method of sale is utilized: o Prepare a credit package for potential investor banks. o If a placement agent has been engaged, work with placement agent to solicit bids from various banks that invest in municipal debt. o Upon request from City staff, if no placement agent has been engaged for a privately placed loan (non-municipal security), NHA Advisors will solicit bids from potential investors. o Manage bond or loan pricing and final financing structure (debt service and bond terms). o Coordinate the delivery, final approval of legal documents, and the preparation of closing certificates. Work with bond counsel to finalize documents for execution by the City. Prepare or coordinate preparation of a closing memorandum outlining a detailed flow of funds at the time of closing. TASK 3: BOND, LOAN OR OTHER DEBT FINANCING The scope of work will generally include, but may not be limited to, the following services: Project Management Manage financing process, including assembly of the financing team and assignment of tasks for all parties involved in the financing. Provide information and advice on the timing of the financing process and develop timeline (schedule) of tasks. Upon request, work with City staff to solicit and select a registered broker-dealer (underwriter or placement agent), bond/disclosure counsel, trustee service provider, or other consultants that may be required as part of financing process. Provide recommendation(s) and negotiate preferred terms and pricing for said consultant(s). Quantitative Analysis and Financial Structuring Prepare, review, analyze, and provide structuring advice for the proposed financing and or refinancing. Evaluate the method of sale (private placement or public offering), bond structure, legal approach, and financial advantages for each alternative, including the financing terms and call provisions. Analyze credit enhancement options (bond insurance and reserve surety bond policies). Meetings or conference calls with credit enhancement or insurance companies to discuss the transaction, as appropriate. Project Implementation Provide advice on the financing structure for incorporation into financing documents. Coordinate the efforts of bond counsel, disclosure counsel, and/or any other legal counsel to prepare the financing documents for approval by the City Council. Review financing documents to ensure accuracy with the financing plan. Upon request, NHA Advisors will make presentations or attend meetings with the City Council or stakeholders to answer questions about the financing and process. Work with selected financing partner or funding source to determine optimal bond structure, including serial/term bonds, premium/discount bonds, and redemption provisions. If a public offering method of sale is utilized: o Coordinate preparation of a comprehensive credit presentation to the rating services and bond insurance companies, if applicable. o Work with disclosure counsel to assemble the official statement (investor disclosure document) for the financing in a manner consistent with existing laws, regulations, and standards of the securities industry. o If completed as a negotiated sale, assist the City in the negotiation of underwriting spreads and interest rates for the proposed financing. Monitor the underwriter’s sales effort to ensure the lowest financing costs are achieved. o Assist with the solicitation of an investment advisor to coordinate investment of bond proceeds and/or accounts, as necessary. o If completed as a competitive sale, engage a nationally recognized firm to market the bonds and establish a bidding platform. o Coordinate the delivery, printing and final approval of legal documents, and the preparation of closing certificates and final official statement. If a private placement method of sale is utilized: o Prepare a credit package for potential investor banks. o If a placement agent has been engaged, work with placement agent to solicit bids from various banks that invest in municipal debt. o Upon request from City staff, if no placement agent has been engaged for a privately placed loan (non-municipal security), NHA Advisors will solicit bids from potential investors. o Manage bond or loan pricing and final financing structure (debt service and bond terms). o Coordinate the delivery, final approval of legal documents, and the preparation of closing certificates. Work with bond counsel to finalize documents for execution by the City. Prepare or coordinate preparation of a closing memorandum outlining a detailed flow of funds at the time of closing. TASK 4: CONTINUING DISCLOSURE AND CDIAC REPORTING COMPLIANCE SERVICES The City and its related entities (the “City”) are required to file periodic disclosure reporting with the Municipal Securities Rulemaking Board (“MSRB”), California Debt and Investment Advisory Commission (“CDIAC”), and in some cases, with the underwriter, bond insurer, trustee, or other parties for the City’s debt obligations. The City desires to appoint NHA Advisors, LLC (“NHA Advisors”) to assist with the compliance of these obligations. A. MSRB Continuing Disclosure Compliance (Rule 15c2-12): The City has publicly offered bond transactions requiring annual continuing disclosure reports (“Annual Reports”) to be filed on the Electronic Municipal Market Access (“EMMA”) system. Each obligation has distinct disclosure requirements. The primary reporting requirements generally include the filing of: Audited financial statements Other financial information and operating data Other material information Notices of Significant Events NHA Advisors will provide the following services: Prepare Annual Reports Supervise and direct the City on issues related to its disclosure obligations Notify the City of pending due dates Assist in the tracking of rating changes and other Significant Events Prepare Significant Events notices, as necessary Post Annual Reports, notices, and other required documentation to EMMA File a report with the City certifying that each Annual Report has been provided pursuant to this Continuing Disclosure Certificate Review continuing disclosure requirements in preliminary official statements and draft bond documents Provide ongoing support to City staff as questions arise regarding its continuing disclosure obligations NHA Advisors will make its best efforts to monitor rating changes for both the issuer and bond insurer, if applicable, for each outstanding obligation as well as the other Significant Events listed below. To best meet this objective, open lines of communication between the City and NHA Advisors are vital. The City must notify NHA Advisors immediately upon the occurrence of a Significant Event. Significant Events generally include: Principal and interest payment delinquencies Non-payment related defaults Unscheduled draws on debt service reserves reflecting financial difficulties Unscheduled draws on credit enhancements reflecting financial difficulties Substitution of credit or liquidity providers, or their failure to perform Adverse tax opinions or events affecting the tax-exempt status of the security Modifications to rights of security holders Contingent or unscheduled bond calls Defeasances Release, substitution, or sale of property securing repayment of the securities Rating changes The incurrence of a financial obligation affecting security holders B. CDIAC Annual Debt Transparency Reporting (SB 1029): Effective January 1, 2017, state and local issuers are required to submit an annual debt transparency report for any issue of debt for which they have submitted a Report of Final Sale to CDIAC during the reporting period. The annual debt transparency report is due to CDIAC no later than January 31st of each year (beginning January 31, 2018) for any debt outstanding at any point during the prior fiscal year. At a minimum, the annual debt transparency report will require issuers to include: Debt authorized during the reporting period, which shall include: o Debt authorized at the beginning of the reporting period o Debt authorized and issued during the reporting period o Debt authorized but not issued at the end of the reporting period o Debt authority that has lapsed during the reporting period Debt outstanding during the reporting period, which shall include the following: o Principal balance at the beginning of the reporting period o Principal paid during the reporting period o Principal outstanding at the end of the reporting period The use of proceeds of issued debt during the reporting period, which shall include the following: o Debt proceeds available at the beginning of the reporting period o Proceeds spent during the reporting and the purposes for which it was spent o Debt proceeds remaining at the end of the reporting period CDIAC has developed an online form, which is expected to evolve over time. NHA Advisors will work with the City to complete and file these reports with CDIAC prior to January 31st each year. C. CDIAC Yearly Fiscal Status Reporting (“YFSR”): (i) Marks-Roos Any joint powers authority (“Authority”) selling bonds on or after January 1, 1996 that uses the proceeds to acquire one or more local obligations is required to report annually on the fiscal status of the Authority bonds and the local obligations acquired. Reports must be submitted to CDIAC no later than October 30th each year. (ii) Mello-Roos Issuers of community facilities district (“CFD”) bonds after January 1, 1993 are required to report annually on certain information about the bonds. All issuers, regardless of when bonds are sold, are required to report any draw on reserve or default that occurs throughout the calendar year. Reports must be submitted to CDIAC no later than October 30th each year. NHA Advisors will work with the City to ensure that all reports are completed and filed with CDIAC prior to October 30th each year. D. Private Placement Debt and Other Loan Reporting: 2019 Tax Allocation Refunding Bonds The Series 2019A Tax Allocation Refunding Bonds and Series 2019B Taxable Tax Allocation Refunding Bonds were purchased by BBVA USA. The City has covenanted to provide BBVA USA with the following information by March 31st of each years: A copy of the City’s comprehensive annual financial report (“CAFR”) or audited financial statements; provided that if the CAFR or audited financial statements are not available the Successor Agency will provide unaudited financial statements within the time set forth above, and will provide audited financial statements when they are available. The following information with respect to the Bonds and the Successor Agency: (i) Principal amount of each series of Bonds (including principal amount and years of maturity of each such series of Bonds, if any, called for redemption in advance of maturity), and any Parity Bonds issued to refund the same. (ii) Balance in the funds and accounts established under this Indenture. The following information with respect to the Project Area, which information may be provided by its inclusion in the audited financial statements of the City for such fiscal year described in subsection (1) above: (i) The Recognized Obligation Payment Schedule for the Fiscal Year ended immediately prior to the date of the annual report (which requirement is satisfied if the Recognized Obligation Payment Schedule is posted on the website maintained by the California Department of Finance). (ii) The outstanding principal amount of any Parity Bonds and any Subordinate Debt. (iii) The assessed value of property in the Project Area for the then-current Fiscal Year. (iv) The top ten taxpayers in the Project Area for the then-current Fiscal Year, along with the assessed value of the property owned by each such taxpayer in the Project Area. (v) The historical Tax Revenues generated by the property within the Project Area for the most recently completed Fiscal Year. (vi) The estimated debt service coverage with respect to the sum of (A) Outstanding Bonds and (B) Parity Bonds based on the then-current assessed values and estimated Tax Revenues to be generated in the Project Area. (vii) The estimated debt service coverage with respect to the sum of (A) Outstanding Bonds, (B) Parity Bonds and (C) Subordinate Debt, based on the then-current assessed values and estimated Tax Revenues to be generated in the Project Area. (viii) The amounts distributed by the County Auditor-Controller to affected taxing entities under Tax Sharing Statutes and Tax Sharing Agreements pursuant to Health and Safety Code Section 34183(a)(1) during the most recently-completed Fiscal Year. (ix) The total amount deposited by the County Auditor-Controller into the Successor Agency’s Redevelopment Property Tax Trust Fund during the most recently completed Fiscal Year. (x) A listing of the amount of each distribution from the County Auditor- Controller of property tax revenues from the Redevelopment Project Tax Trust Fund received by the Successor Agency for its enforceable obligations for the most recent Fiscal Year. (xi) A statement as to whether or not the Teeter Plan remains in effect in the County as of the date of the annual report. The Successor Agency shall provide written notice of any of the following events to the Owner within ten (10) days of the occurrence of such event: (i) Any default on any obligation of the Successor Agency. (ii) Any litigation or governmental proceedings affecting the Successor Agency the resolution of which would have a material effect on the Successor Agency’s ability to timely pay debt service on the Bonds. (iii) Any material adverse change in the financial condition, governance, management, or administration of the Successor Agency. 2020 Wastewater Revenue Refunding Obligations The Series 2020 Wastewater Revenue Refunding Obligations were purchased by BBVA Mortgage Corporation. Within 240 days after the close of each Fiscal Year, the City will furnish BBVA with: Audited financial statements for the most recently ended Fiscal Year. A statement as to whether or not the Net Revenues for such Fiscal Year were equal to at least 1.20 times the Debt Service for such Fiscal Year. A Certificate certifying that the City has met the 1.20x rate coverage covenant for the prior Fiscal Year. Within 30 days of the end of each Fiscal Year (or within 30 days of any update), the City will furnish BBVA with: The City’s adopted budget. Future Obligations If the City issues privately placed debt or other loans that require reporting to the purchaser or other parties, NHA Advisors will assist the City with the disclosure obligations as outlined in the governing document (continuing disclosure agreement, indenture, term sheet, etc.). EXHIBIT B COMPENSATION SCHEDULE TASK 1: GENERAL FINANCIAL CONSULTING SERVICES For work described in the Scope of Services as Task 1, NHA Advisors will be compensated based upon the hourly rate schedule provided in the table to the right. NHA Advisors will invoice the City on a monthly basis for time and approved expenses incurred during the course of the Project. The not-to- exceed annual budget for Task 1 will be $25,000. TASK 2 AND TASK 3: SHORT-TERM CASH FLOW FINANCING AND BOND, LOAN OR OTHER DEBT FINANCING For work described in the Scope of Services as Task 2 and Task 3, compensation will be contingent on completion of the financing and is expected to be paid from proceeds of the transaction at the time of closing. The fee for these services is based on a number of factors, including the method of sale, financing structure, complexity, series of bonds, funding source, and the time expected to be required to manage the financing process. Base Municipal Advisory Services – The transaction is expected to utilize one of three methods of sale: (1) private placement with a private party or bank (requiring no public offering disclosure document), (2) negotiated public offering with a pre-selected underwriter, or (3) competitive public offering engaging an underwriter through a competitive sale. Based on the method of sale, NHA Advisors will receive a fee for services as follows. Method of Sale Short-Term Cash Flow Financing Fee Bond, Loan or Other Financing Fee Private Placement $20,000-$25,000 $42,500-$55,000 Public Offering – Negotiated Sale $22,500-$27,500 $47,500-$72,500 Public Offering – Competitive Sale $25,000-$30,000 $52,500-$77,500 Credit Rating Process (as Needed) – For services related to a credit rating process, NHA Advisors will receive a fee for services as follows. Credit Rating Process Fee Short-Term Cash Flow Financing $5,000 Bond, Loan or Other Financing $10,000 Staff Allocation Hourly Rate Principal $325 Director $300 Vice President $275 Senior Associate $250 Associate $225 Senior Analyst $200 Analyst $175 Administrative $ 75 Request for Proposals (Upon Request) – If the City has not engaged consultants to provide certain services required as part of financing process, at the City’s direction, NHA Advisors will undertake the solicitation of one or more of these parties for the fees outlined in the following rate table. Request for Proposal Process Fee Broker-Dealer (Underwriter/Placement Agent) $4,000 Bond/Disclosure Counsel $2,000 Special Tax Consultant $1,500 Fiscal Consultant $1,500 Trustee $1,000 Bank/Investor Bid Process (Upon Request) – NHA Advisors will solicit bids for a privately placed loan (non- municipal security) where a placement agent has not been engaged, NHA Advisors will receive an additional fee of $5,000. Expenses (Out-of-Pocket) All expenses will be billed directly at cost to the City. Expenses will be limited to those necessary for completion of the project. TASK 4: CONTINUING DISCLOSURE AND CDIAC REPORTING COMPLIANCE SERVICES For the services outlined in Task 4, NHA Advisors will be compensated as follows. A. MSRB Continuing Disclosure Compliance (Rule 15c2-12): For services described in Subtask A of the Scope of Services, NHA Advisors shall be paid a fixed annual fee payable upon successful submission of the Annual Reports. The following table provides a snapshot of the initial fees associated with the City’s current obligations: Existing MSRB Continuing Disclosure Reporting Paid By Annual Fee(1)(2) Water Revenue Refunding Bonds, Series 2016 Water Enterprise $2,250 Total Annual Fee $2,250 1) Excludes the cost of data from third-party sources, if required. Data costs will be passed on to the City with no additional markup. 2) In the event that the City’s audited financial statements are not available prior to the reporting due date and NHA Advisors is required to file both unaudited and audited reports, NHA Advisors has the option to assess a $500 refiling fee for each obligation that requires a second filing. As additional debt is issued, new continuing disclosure obligations will be billed at the flat fees shown below, on a case-by-case basis, based on the amount of work required for each obligation: Future MSRB Continuing Disclosure Reporting Annual Fee General Obligation Bonds $1,000-$2,250 Certificates of Participation/Lease $1,250-$2,500 Utility Revenue Bonds (Water, Sewer, etc.) $1,500-$2,750 Land Secured Bonds $1,500-$3,000 Tax Allocation Bonds $1,500-$3,500 Other $1,000-$3,500 B. CDIAC Annual Debt Transparency Reporting (SB 1029): For services described in Subtask B of the Scope of Services, NHA Advisors shall be paid a fixed annual fee of $500 per report, payable upon successful submission of the reports. It is estimated that the City will have no fewer than four (4) obligations that require CDIAC Annual Debt Transparency Reporting in January 2021. CDIAC Annual Debt Transparency Reporting Paid By Annual Fee 2020 Wastewater Revenue Refunding Bonds Wastewater Enterprise $500 2019A Tax Allocation Refunding Bonds Successor Agency $500 2019B Taxable Tax Allocation Refunding Bonds Successor Agency $500 2017 Financing Lease (IBank) General Fund $500 Total Annual Fee $2,000 C. CDIAC Yearly Fiscal Status Reporting: (i) Marks-Roos For services described in Subtask C(i) of the Scope of Services, NHA Advisors shall be paid a fixed annual fee of $400 per report, payable upon successful submission of the reports. At present, NHA Advisors is not aware of any City obligations outstanding that require Marks-Roos CDIAC Yearly Fiscal Status Reporting. Marks-Roos CDIAC Yearly Fiscal Status Reporting Paid By Annual Fee None N/A $0 Total Annual Fee $ 400 (ii) Mello-Roos For services described in Subtask C(ii) of the Scope of Services, NHA Advisors shall be paid a fixed annual fee of $750 per report, payable upon successful submission of the reports. At present, NHA Advisors is not aware of any City obligations outstanding that require Mello-Roos CDIAC Annual Debt Transparency Reporting. Mello-Roos CDIAC Yearly Fiscal Status Reporting Paid By Annual Fee None N/A $0 Total Annual Fee $ 750 D. Private Placement Debt and Other Loan Reporting: For services described in Subtask D of the Scope of Services, NHA Advisors shall be paid a fixed annual fee payable upon successful submission of the report. The following table provides a snapshot of the initial fee associated with the City’s current obligations: Private Placement Debt and Other Loan Reporting Paid By Annual Fee(1)(2) 2019A Tax Allocation Refunding Bonds Successor Agency $1,250 2019B Taxable Tax Allocation Refunding Bonds Successor Agency $1,250 2020 Wastewater Revenue Refunding Obligations Wastewater Enterprise $2,000 Total Annual Fee $4,500 1) Excludes the cost of data from third-party sources. Data costs will be passed on to the City with no additional markup. 2) In the event that the purchasing bank requests additional information, this fee will increase commensurate with the additional work required to provide such information. In the event that the City issues additional privately placed debt or other loans that require periodic reporting, the annual fee will be commensurate with the amount of work required and the Future MSRB Continuing Disclosure Reporting fee schedule provided in Subtask A (Future MSRB Continuing Disclosure Reporting). Grand Total Annual Fee - The initial combined annual fee for the services outlined in Task 4 will be $8,750*. Grand Total – Task 4 Projected On-going Annual Fee Subtask A: MSRB Continuing Disclosure Compliance $2,250 Subtask B: CDIAC Annual Debt Transparency Reporting $2,000 Subtask C(i): Marks-Roos CDIAC Yearly Fiscal Status Reporting $0 Subtask C(ii): Mello-Roos CDIAC Yearly Fiscal Status Reporting $0 Subtask D: Private Placement Debt and Other Loan Reporting $4,500 Grand Total Annual Fee – Task 4 $8,750 * As prior obligations mature or new debt is issued, the Scope of Services and annual budget for services will change in accordance with the fees outlined above. Out-of-Pocket Expenses - No reimbursable expense shall be incurred without prior approval from the City. All expenses will be billed directly at cost to the City. Expenses will be limited to third-party contractor work and data purchases required to secure specific information required to complete the respective reports. EXHIBIT C MUNICIPAL ADVISOR DISCLOSURES Fiduciary Duty NHA Advisors is registered as a Municipal Advisor with the U. S. Securities and Exchange Commission (“SEC”) and Municipal Securities Rulemaking Board (“MSRB”). As such, NHA Advisors has a fiduciary duty to the City and must provide both a Duty of Care and a Duty of Loyalty that entails the following. Duty of Care: a) exercise due care in performing its municipal advisory activities; b) possess the degree of knowledge and expertise needed to provide the City with informed advice; c) make a reasonable inquiry as to the facts that are relevant to the City’s determination as to whether to proceed with a course of action or that form the basis for any advice provided to the City; and d) undertake a reasonable investigation to determine that NHA Advisors is not forming any recommendation on materially inaccurate or incomplete information; NHA Advisors must have a reasonable basis for: i. any advice provided to or on behalf of the City; ii. any representations made in a certificate that it signs that will be reasonably foreseeably relied upon by the City, any other party involved in the municipal securities transaction or municipal financial product, or investors in the City securities; and iii. any information provided to the City or other parties involved in the municipal securities transaction in connection with the preparation of an official statement. Duty of Loyalty: NHA Advisors must deal honestly and with the utmost good faith with the City and act in the City’s best interests without regard to the financial or other interests of NHA Advisors. NHA Advisors will eliminate or provide full and fair disclosure (included herein) to Issuer about each material conflict of interest (as applicable). NHA Advisors will not engage in municipal advisory activities with the City as a municipal entity, if it cannot manage or mitigate its conflicts in a manner that will permit it to act in the City’s best interest. Conflicts of Interest and Other Matters Requiring Disclosures As of the commencement date of the Project, there are no actual or potential conflicts of interest other than those noted below that NHA Advisors is aware of that might impair its ability to render unbiased and competent advice or to fulfill its fiduciary duty. If NHA Advisors becomes aware of any potential conflict of interest that arise after this disclosure, NHA Advisors will disclose the detailed information in writing to the City in a timely manner. • The fee paid to NHA Advisors increases the cost of investment to the City. The increased cost occurs from compensating NHA Advisors for municipal advisory services provided. This conflict of interest will not impair NHA Advisors’ ability to render unbiased and competent advice or to fulfill its fiduciary duty to the issuer. • NHA Advisors does not act as principal in any of the transaction(s) related to its role/work on the Project. • During the term of the municipal advisory relationship, any agreement between the City and NHA Advisors will be promptly amended to reflect any material changes or additions. NHA Advisors does not have any affiliate that provides any advice, service, or product to or on behalf of the City that is directly or indirectly related to the municipal advisory activities to be performed by NHA Advisors; NHA Advisors has not made any payments directly or indirectly to obtain or retain the City’s municipal advisory business; NHA Advisors has not received any payments from third parties to enlist NHA Advisors’ recommendation to the City of its services, any municipal securities transaction or any municipal finance product; NHA Advisors has not engaged in any fee-splitting arrangements involving NHA Advisors and any provider of investments or services to the City; NHA Advisors has a conflict of interest from compensation for municipal advisory activities to be performed, that are contingent on the size or closing of any transactions as to which NHA Advisors is providing advice; NHA Advisors serves a wide variety of other clients that may from time to time have interests that could have a direct or indirect impact on the interests of another NHA Advisors client. For example, NHA Advisors serves as municipal advisor to other municipal advisory clients and, in such cases, owes a regulatory duty to such other clients just as it does to the City. These other clients may, from time to time and depending on the specific circumstances, have competing interests. In acting in the interests of its various clients, NHA Advisors could potentially face a conflict of interest arising from these competing client interests. NHA Advisors fulfills its regulatory duty and mitigates such conflicts through dealing honestly and with the utmost good faith with the City; and NHA Advisors does not have any legal or disciplinary event that is material to the City’s evaluation of the municipal advisory or the integrity of its management or advisory personnel. Pursuant to MSRB G-10, on Investor and Municipal Advisory Client Education and Protection, Municipal Advisors are required to provide certain written information to their municipal entity and obligated person clients which include the following: NHA Advisors is currently registered as a Municipal Advisor with the SEC and the MSRB. Within the MSRB website at www.msrb.org, the City may obtain the Municipal Advisory client brochure that is posted on the MSRB website. The brochure describes the protections that may be provided by the MSRB Rules along with how to file a complaint with financial regulatory authorities. Legal Events and Disciplinary History NHA Advisors does not have any legal events and disciplinary history on its Form MA and Form MA-I, which includes information about any criminal actions, regulatory actions, investigations, terminations, judgments, liens, civil judicial actions, customer complaints, arbitrations and civil litigation. The City may electronically access NHA Advisors’ most recent Form MA and each most recent Form MA-I filed with the Commission at the following website: www.sec.gov/edgar/searchedgar/companysearch.html There have been no material changes to a legal or disciplinary event disclosure on any Form MA or Form MA-I filed with the SEC. Recommendations If NHA Advisors makes a recommendation of a municipal securities transaction or municipal financial product or if the review of a recommendation of another party is requested in writing by the City and is within the scope of the engagement, NHA Advisors will determine, based on the information obtained through reasonable diligence of NHA Advisors whether a municipal securities transaction or municipal financial product is suitable for the City. In addition, NHA Advisors will inform the City of: the evaluation of the material risks, potential benefits, structure, and other characteristics of the recommendation; the basis upon which NHA Advisors reasonably believes that the recommended municipal securities transaction or municipal financial product is, or is not, suitable for the City; and whether NHA Advisors has investigated or considered other reasonably feasible alternatives to the recommendation that might also or alternatively serve the City objectives. If the City elects a course of action that is independent of or contrary to the advice provided by NHA Advisors, NHA Advisors is not required on that basis to disengage from the City. Record Retention Effective July 1, 2014, pursuant to the SEC record retention regulations, NHA Advisors is required to maintain in writing, all communication and created documents between NHA Advisors and the City for five (5) years.