Agreement - NHA Advisors, LLC — Riverside City Council, June 27, 2023

MASTER PROFESSIONAL CONSULTANT SERVICES AGREEMENT

NHA ADVISORS, LLC
Municipal Financial Advisory Services Panel

THIS MASTER PROFESSIONAL CONSULTANT SERVICES AGREEMENT
("Agreement") is made and entered into this

RECITALS
WHEREAS, the City requires the services of a consultant that is experienced in providing all services commonly associated with financial advisory services for various Sewer Fund projects for the City's Finance Department; and
WHEREAS, City issued a Request for Proposals, RFP No. 2261, for purposes of retaining a consultant experienced in providing such professional services, for various projects for the City's Finance Department; and
WHEREAS, Consultant has the necessary experience in providing such professional consulting services and advice on various issues; and
WHEREAS, selection of Consultant is expected to achieve the desired results in an expedited fashion; and
WHEREAS, Consultant has submitted a Proposal to City and has affirmed its willingness and ability to perform such work.

NOW, THEREFORE, in consideration of the foregoing recitals which are incorporated herein by this reference, City and Consultant agree as follows:

Scope of Services. City agrees to retain and does hereby retain Consultant and Consultant agrees to provide the services more particularly described in Exhibit "A," "Scope of Services" ("Services"), attached hereto and incorporated herein by reference, in conjunction with Financial Advisory Services Panel ("Project").

Assigned Project. During the term of this Agreement, Consultant shall submit written proposals for various Financial Advisory Services (Assigned Project") as requested.

Upon selection of Consultant, the specific scope and price of the Assigned Project shall be formalized by a Supplemental Agreement, a sample of which is attached hereto as Exhibit "B".

Term. This Agreement shall be effective on the date first written above and shall remain in effect until June 30, 2028, unless otherwise terminated pursuant to the provisions herein.

The City shall have the option to extend the Agreement for two (2) additional two-year terms, upon written notice to Consultant.

3. Compensation/Payment. Consultant shall perform the Services under this Agreement payable in accordance with the terms set forth in Exhibit "B" Said payment shall be made in accordance with City's usual accounting procedures upon receipt and approval of an itemized invoice setting forth the services performed. The invoices shall be delivered to City at the address set forth in Section 4 hereof.

4. Non-Exclusivity. Nothing herein is intended nor shall be construed as creating any exclusive agreement with Contractor. This Agreement shall not restrict City from acquiring similar, equal, or like goods and/or services from other entities or sources.

5. Notices. Any notices required to be given, hereunder shall be in writing and shall be personally served or given by mail. Any notice given by mail shall be deemed given when deposited in the United States Mail, certified and postage prepaid, addressed to the party to be served as follows:

City Consultant
Finance Department NHA Advisors, LLC
City of Riverside Attn: Mike Meyer, Vice
Attn: Chief Financial Officer President
3900 Main Street, 6th Floor 4040 Civic Center Drive
Riverside, CA 92522 Suite 200
San Rafael, CA 94903
Prevailing Wage. If applicable, Consultant and all subcontractors are required to pay the general prevailing wage rates of per diem wages and overtime and holiday wages determined by the Director of the Department of Industrial Relations under Section 1720 et seq. of the California Labor Code and implemented by Reminion No. 13346 of the Civouncil ofthe Ci of Riverside, www.dir.ca.gov/dlsr/DPreWageDetermination.htm and is referred to and made a part hereof; the wage rates therein ascertained, determined, and specified are referred to and made a part hereof as though fully set forth herein.

Contract Administration. A designee of the City will be appointed in writing by the City Manager or Department Director to administer this Agreement on behalf of City and shall be referred to herein as Contract Administrator.

Standard of Performance. While performing the Services, Consultant shall exercise the reasonable professional care and skill customarily exercised by reputable members of Consultant's profession practicing in the Metropolitan Southern California Area and shall use reasonable diligence and best judgment while exercising its professional skill and expertise.

Personnel. Consultant shall furnish all personnel necessary to perform the Services and shall be responsible for their performance and compensation. Consultant recognizes that the 2 qualifications and experience of the personnel to be used are vital to professional and timely completion of the Services. The key personnel listed in Exhibit "C" attached hereto and incorporated herein by this reference and assigned to perform portions of the Services shall remain assigned through completion of the Services, unless otherwise mutually agreed by the parties in writing, or caused by hardship or resignation in which case substitutes shall be subject to City approval.

10. Assignment and Subcontracting. Neither party shall assign any right, interest, or obligation in or under this Agreement to any other entity without prior written consent of the other party. In any event, no assignment shall be made unless the assignee expressly assumes the obligations of assignor under this Agreement, in a writing satisfactory to the parties. Consultant acknowledges that any assignment may, at the City's sole discretion, require City Manager and/or City Council approval. Consultant shall not subcontract any portion of the work required by this Agreement without prior written approval by the responsible City Contract Administrator.

Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement, including without limitation, the insurance obligations set forth in Section 12. The Consultant acknowledges and agrees that the City is an intended beneficiary of any work performed by any subcontractor for purposes of establishing a duty of care between any subcontractor and the City.

Independent Contractor. In the performance of this Agreement, Consultant, and Consultant's employees, subcontractors and agents, shall act in an independent capacity as independent contractors, and not as officers or employees of the City of Riverside. Consultant acknowledges and agrees that the City has no obligation to pay or withhold state or federal taxes or to provide workers' compensation or unemployment insurance to Consultant, or to Consultant's employees, subcontractors and agents. Consultant, as an independent contractor, shall be responsible for any and all taxes that apply to Consultant as an employer.

12. Indemnification.

12.1 Design Professional Defined. For purposes of this Agreement, "Design Professional" includes the following:

A. An individual licensed as an architect pursuant to Chapter 3 (commencing with Section 5500) of Division 3 of the Business and Professions Code, and a business entity offering architectural services in accordance with that chapter.

B. An individual licensed as a landscape architect pursuant to Chapter 3.5 (commencing with Section 5615) of Division 3 of the Business and Professions Code, and a business entity offering landscape architectural services in accordance with that chapter.

C. An individual registered as a professional engineer pursuant to Chapter 7 (commencing with Section 6700) of Division 3 of the Business and Professions Code, and a business entity offering professional engineering services in accordance with that chapter.
3 D. An individual licensed as a professional land surveyor pursuant to Chapter 15 (commencing with Section 8700) of Division 3 of the Business and Professions Code, and a business entity offering professional land surveying services in accordance with that chapter.

12.2 Defense Obligation for Design Professional Liability. Consultant agrees, at its cost and expense, to promptly defend the City, and the City's employees, officers, managers, agents and council members (collectively the "Parties to be Defended"') from and against any and all claims, allegations, lawsuits, arbitration proceedings, administrative proceedings, regulatory proceedings, or other legal proceedings to the extent the same arise out of, pertain to, or relate to the negligence, recklessness or willful misconduct of Consultant, or anyone employed by or working under the Consultant or for services rendered to the Consultant in the performance of the Agreement, notwithstanding that the City may have benefited from its work or services and whether or not caused in part by the negligence of an Indemnified Party. Consultant agrees to provide this defense immediately upon written notice from the City, and with well qualified, adequately insured and experienced legal counsel acceptable to City. This obligation to defend as set forth herein is binding on the successors, assigns and heirs of Consultant and shall survive the termination of Consultant's Services under this Agreement.

12.3 Indemnity for Design Professional Liability. When the law establishes a professional standard of care for Consultant's services, to the fullest extent permitted by law, Consultant shall indemnify, protect and hold harmless the City and the City's employees, officers, managers, agents, and Council Members ("Indemnified Parties") from and against any and all claim for damage, charge, lawsuit, action, judicial, administrative, regulatory or arbitration proceeding, damage, cost, expense (including counsel and expert fees), judgment, civil fines and penalties, liabilities or losses of any kind or nature whatsoever to the extent the same arise out of, pertain to, or relate to the negligence, recklessness or willful misconduct of Consultant, or anyone employed by or working under the Consultant or for services rendered to the Consultant in the performance of the Agreement, notwithstanding that the City may have benefited from its work or services and whether or not caused in part by the negligence of an Indemnified Party.

12.4 Defense Obligation for Other than Design Professional Liability.

Consultant agrees, at its cost and expense, to promptly defend the City, and the City's employees, officers, managers, agents and council members (collectively the "Parties to be Defended") from and against any and all claims, allegations, lawsuits, arbitration proceedings, administrative proceedings, regulatory proceedings, or other legal proceedings which arise out of, or relate to, or are in any way connected with: 1) the Services, work, activities, operations, or duties of the Consultant, or of anyone employed by or working under the Consultant, or 2) any breach of the Agreement by the Consultant. This duty to defend shall apply whether or not such claims, allegations, lawsuits or proceedings have merit or are meritless, or which involve claims or allegations that any or all of the Parties to be Defended were actively, passively, or concurrently negligent, or which otherwise assert that the Parties to be Defended are responsible, in whole or in part, for any loss, damage or injury.

Consultant agrees to provide this defense immediately upon written notice from the City, and with well qualified, adequately insured and experienced legal counsel acceptable to City. This obligation to defend as set forth herein is binding on the successors, assigns and heirs of Consultant and shall survive the termination of Consultant's Services under this Agreement.

12.5 Indemnity for Other than Design Professional Liability. Except as to the sole negligence or willful misconduct of the City, Consultant agrees to indemnify, protect and hold harmless the Indemnified Parties from and against any claim for damage, charge, lawsuit, action, judicial, administrative, regulatory or arbitration proceeding, damage, cost, expense (including counsel and expert fees), judgment, civil fine and penalties, liabilities or losses of any kind or nature whatsoever whether actual, threatened or alleged, which arise out of, pertain to, or relate to, or are a consequence of, or are attributable to, or are in any manner connected with the performance of the Services, work, activities, operations or duties of the Consultant, or anyone employed by or working under the Consultant or for services rendered to Consultant in the performance of this Agreement, notwithstanding that the City may have benefited from its work or services. This indemnification provision shall apply to any acts, omissions, negligence, recklessness, or willful misconduct, whether active or passive, on the part of the Consultant or anyone employed or working under the Consultant.

13. Insurance.

13.1 General Provisions. Prior to the City's execution of this Agreement, Consultant shall provide satisfactory evidence of, and shall thereafter maintain during the term of this Agreement, such insurance policies and coverages in the types, limits, forms and ratings required herein. The rating and required insurance policies and coverages may be modified in writing by the City's Risk Manager or City Attorney, or a designee, unless such modification is prohibited by law.

13.1.1 Limitations. These minimum amounts of coverage shall not constitute any limitation or cap on Consultant's indemnification obligations under Section 11 hereof.

13.1.2 Ratings. Any insurance policy or coverage provided by Consultant or subcontractors as required by this Agreement shall be deemed inadequate and a material breach of this Agreement, unless such policy or coverage is issued by insurance companies authorized to transact insurance business in the State of California with a policy holder's rating of A or higher and a Financial Class of VII or higher.

13.1.3 Cancellation. The policies shall not be canceled unless thirty (30) days prior written notification of intended cancellation has been given to City by certified or registered mail, postage prepaid.

13.1.4 Adequacy. The City, its officers, employees and agents make no representation that the types or limits of insurance specified to be carried by Consultant pursuant to this Agreement are adequate to protect Consultant. If Consultant believes that any required insurance coverage is inadequate, Consultant will obtain such additional insurance coverage as Consultant deems adequate, at Consultant's sole expense.

13.2 Workers' Compensation Insurance. By executing this Agreement, Consultant certifies that Consultant is aware of and will comply with Section 3700 of the Labor Code of the State of California requiring every employer to be insured against liability for workers' compensation, or to undertake self-insurance before commencing any of the work. Consultant shall carry the insurance or provide for self-insurance required by California law to protect said 5 Consultant from claims under the Workers' Compensation Act. Prior to City's execution of this Agreement, Consultant shall file with City either 1) a certificate of insurance showing that such insurance is in effect, or that Consultant is self-insured for such coverage, or 2) a certified statement that Consultant has no employees, and acknowledging that if Consultant does employ any person, the necessary certificate of insurance will immediately be filed with City. Any certificate filed with City shall provide that City will be given ten (10) days' prior written notice before modification or cancellation thereof.

13.3 Commercial General Liability and Automobile Insurance. Prior to City's execution of this Agreement, Consultant shall obtain, and shall thereafter maintain during the term of this Agreement, commercial general liability insurance and automobile liability insurance as required to insure Consultant against damages for personal injury, including accidental death, as well as from claims for property damage, which may arise from or which may concern operations by anyone directly or indirectly employed by, connected with, or acting for or on behalf of Consultant.

The City, and its officers, employees and agents, shall be named as additional insureds under the Consultant's insurance policies.

13.3.1 Consultant's commercial general liability insurance policy shall cover both bodily injury (including death) and property damage (including, but not limited to, premises operations liability, products-completed operations liability, independent contractor's liability, personal injury liability, and contractual liability) in an amount not less than $1,000,000 per occurrence and a general aggregate limit in the amount of not less than $2,000,000.

13.3.2 Consultant's automobile liability policy shall cover both bodily injury and property damage in an amount not less than $1,000,000 per occurrence and an aggregate limit of not less than $1,000,000. All of Consultant's automobile and/or commercial general liability insurance policies shall cover all vehicles used in connection with Consultant's performance of this Agreement, which vehicles shall include, but are not limited to, Consultant owned vehicles, Consultant leased vehicles, Consultant's employee vehicles, non-Consultant owned vehicles and hired vehicles.

13.3.3 Prior to City's execution of this Agreement, copies of insurance policies or original certificates along with additional insured endorsements acceptable to the City evidencing the coverage required by this Agreement, for both commercial general and automobile liability insurance, shall be filed with City and shall include the City and its officers, employees and agents, as additional insureds. Said policies shall be in the usual form of commercial general and automobile liability insurance policies, but shall include the following provisions:

It is agreed that the City of Riverside, and its officers, employees and agents, are added as additional insureds under this policy, solely for work done by and on behalf of the named insured for the City of Riverside.

13.3.4 The insurance policy or policies shall also comply with the following provisions:
6 a. The policy shall be endorsed to waive any right of subrogation against the City and its sub-consultants, employees, officers and agents for services performed under this Agreement.
b. If the policy is written on a claims made basis, the certificate should so specify and the policy must continue in force for one year after completion of the services. The retroactive date of coverage must also be listed.

The policy shall specify that the insurance provided by Consultant will be considered primary and not contributory to any other insurance available to the City and Endorsement No. CG 20010413 shall be provided to the City.

13.4 Errors and Omissions Insurance. Prior to City's execution of this Agreement, Consultant shall obtain, and shall thereafter maintain during the term of this Agreement, errors and omissions professional liability insurance in the minimum amount of $1,000,000 to protect the City from claims resulting from the Consultant's activities.

13.5 Subcontractors' Insurance. Consultant shall require all of its subcontractors to carry insurance, in an amount sufficient to cover the risk of injury, damage or loss that may be caused by the subcontractors scope of work and activities provided in furtherance of this Agreement, including, but without limitation, the following coverages: Workers Compensation, Commercial General Liability, Errors and Omissions, and Automobile liability. Upon City's request, Consultant shall provide City with satisfactory evidence that Subcontractors have obtained insurance policies and coverages required by this section.

14. Business Tax. Consultant understands that the Services performed under this Agreement constitutes doing business in the City of Riverside, and Consultant agrees that Consultant will register for and pay a business tax pursuant to Chapter 5.04 of the Riverside Municipal Code and keep such tax certificate current during the term of this Agreement.

15. Time of Essence. Time is of the essence for each and every provision of this Agreement.

City's Right to Employ Other Consultants. City reserves the right to employ other Consultants in connection with the Project. If the City is required to employ another consultant to complete Consultant's work, due to the failure of the Consultant to perform, or due to the breach of any of the provisions of this Agreement, the City reserves the right to seek reimbursement from Consultant.

17. Accounting Records. Consultant shall maintain complete and accurate records with respect to costs incurred under this Agreement. All such records shall be clearly identifiable.

Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and 7 activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.

18. Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, configurations, descriptions, computer program data, or network or system information, input record data, written information, and other materials either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant and its employees, except as otherwise directed by City's Contract Administrator. Nothing furnished to Consultant which is otherwise known to the Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production, website, or other similar medium without the prior written consent of the City. This provision shall survive the expiration or termination of this Agreement.

19. Ownership of Documents. All reports, maps, drawings, and other contract deliverables prepared under this Agreement by Consultant shall be and remain the property of City.

Consultant shall not release to others information furnished by City without prior express written approval of City. This provision shall survive the expiration or termination of this Agreement.

20. Copyrights. Consultant agrees that any work prepared for City which is eligible for copyright protection in the United States or elsewhere shall be a work made for hire. If any such work is deemed for any reason not to be a work made for hire, Consultant assigns all right, title and interest in the copyright in such work, and all extensions and renewals thereof, to City, and agrees to provide all assistance reasonably requested by City in the establishment, preservation and enforcement of its copyright in such work, such assistance to be provided at City's expense but without any additional compensation to Consultant. Consultant agrees to waive all moral rights relating to the work developed or produced, including without limitation any and all rights of identification of authorship and any and all rights of approval, restriction or limitation on use or subsequent modifications. This provision shall survive the expiration or termination of this Agreement.

21. Conflict of Interest. Consultant, for itself and on behalf of the individuals listed in Exhibit "C," represents and warrants that by the execution of this Agreement, they have no interest, present or contemplated, in the Project affected by the above-described Services. Consultant further warrants that neither Consultant, nor the individuals listed in Exhibit "C" have any real property, business interests or income interests that will be affected by this projector, alternatively, that Consultant will file with the City an affidavit disclosing any such interest.

Solicitation. Consultant warrants that Consultant has not employed or retained any person or agency to solicit or secure this Agreement, nor has it entered into any agreement or understanding for a commission, percentage, brokerage, or contingent fee to be paid to secure this Agreement. For breach of this warranty, City shall have the right to terminate this Agreement without liability and pay Consultant only for the value of work Consultant has actually performed, or, in its sole discretion, to deduct from the Agreement price or otherwise recover from Consultant the full amount of such commission, percentage, brokerage or commission fee. The remedies 8 specified in this section shall be in addition to and not in lieu of those remedies otherwise specified in this Agreement.

23. General Compliance with Laws. Consultant shall keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Consultant, or in any way affect the performance of services by Consultant pursuant to this Agreement. Consultant shall at all times observe and comply with all such laws, ordinances and regulations, and shall be solely responsible for any failure to comply with all applicable laws, ordinances and regulations. Consultant represents and warrants that Consultant has obtained all necessary licenses to perform the Scope of Services and that such licenses are in good standing.

Consultant further represents and warrants that the services provided herein shall conform to all ordinances, policies and practices of the City of Riverside.

24. Waiver. No action or failure to act by the City shall constitute a waiver of any right or duty afforded City under this Agreement, nor shall any such action or failure to act constitute approval of or acquiescence in any breach thereunder, except as may be specifically, provided in this Agreement or as may be otherwise agreed in writing.

25. Amendments. This Agreement may be modified or amended only by a written agreement and/or change order executed by the Consultant and City.

26. Termination. City, by notifying Consultant in writing, shall have the right to terminate any or all of Consultant's services and work covered by this Agreement at any time. In the event of such termination, Consultant may submit Consultant's final written statement of the amount of Consultant's services as of the date of such termination based upon the ratio that the work completed bears to the total work required to make the report complete, subject to the City's rights under Sections 16 and 26 hereof. In ascertaining the work actually rendered through the termination date, City shall consider completed work, work in progress and complete and incomplete reports and other documents only after delivered to City.

26.1 Other than as stated below, City shall give Consultant thirty (30) days' prior written notice prior to termination.

26.2 City may terminate this Agreement upon fifteen (15) days' written notice to Consultant, in the event:

26.2.1 Consultant substantially fails to perform or materially breaches the Agreement; or

26.2.2 City decides to abandon or postpone the Project.

27. Offsets. Consultant acknowledges and agrees that with respect to any business tax or penalties thereon, utility charges, invoiced fee or other debt which Consultant owes or may owe to the City, City reserves the right to withhold and offset said amounts from payments or refunds or reimbursements owed by City to Consultant. Notice of such withholding and offset, shall promptly be given to Consultant by City in writing. In the event of a dispute as to the amount owed or whether such amount is owed to the City, City will hold such disputed amount until either the appropriate 9 appeal process has been completed or until the dispute has been resolved.

28. Successors and Assigns. This Agreement shall be binding upon City and its successors and assigns, and upon Consultant and its permitted successors and assigns, and shall not be assigned by Consultant, either in whole or in part, except as otherwise provided in paragraph 9 of this Agreement.

29. Venue. Any action at law or in equity brought by either of the parties hereto for the purpose of enforcing a right or rights provided for by this Agreement shall be tried in the Superior Court of the County of Riverside, State of California, and the parties hereby waive all provisions of law providing for a change of venue in such proceedings to any other county. In the event either party hereto shall bring suit to enforce any term of this Agreement or to recover any damages for and on account of the breach of any term or condition of this Agreement, it is mutually agreed that each party will bear their own attorney's fees and costs.

30. Nondiscrimination. During Consultant's performance of this Agreement, Consultant shall not discriminate on the grounds of race, religious creed, color, national origin, ancestry, age, physical disability, mental disability, medical condition, including the medical condition of Acquired Immune Deficiency Syndrome (AIDS) or any condition related thereto, marital status, sex, genetic information, gender, gender identity, gender expression, or sexual orientation, military and veteran status, in the selection and retention of employees and subcontractors and the procurement of materials and equipment, except as provided in Section 12940 of the California Government Code.

Further, Consultant agrees to conform to the requirements of the Americans with Disabilities Act in the performance of this Agreement.

Severability. Each provision, term, condition, covenant and/or restriction, in whole and in part, of this Agreement shall be considered severable. In the event any provision, term, condition, covenant and/or restriction, in whole and/or in part, of this Agreement is declared invalid, unconstitutional, or void for any reason, such provision or part thereof shall be severed from this Agreement and shall not affect any other provision, term, condition, covenant and/or restriction of this Agreement, and the remainder of the Agreement shall continue in full force and effect.

Authority. The individuals executing this Agreement and the instruments referenced herein on behalf of Consultant each represent and warrant that they have the legal power, right and actual authority to bind Consultant to the terms and conditions hereof and thereof.

33. Entire Agreement. This Agreement constitutes the final, complete, and exclusive statement of the terms of the agreement between the parties pertaining to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings or agreements of the parties. Neither party has been induced to enter into this Agreement by and neither party is relying on, any representation or warranty outside those expressly set forth in this Agreement.

34. Interpretation. City and Consultant acknowledge and agree that this Agreement is the product of mutual arms-length negotiations and accordingly, the rule of construction, which provides that the ambiguities in a document shall be construed against the drafter of that document, shall have no application to the interpretation and enforcement of this Agreement. 10 34.1 Titles and captions are for convenience of reference only and do not define, describe or limit the scope or the intent of the Agreement or any of its terms. Reference to section numbers, are to sections in the Agreement unless expressly stated otherwise.

34.2 This Agreement shall be governed by and construed in accordance with the laws of the State of California in effect at the time of the execution of this Agreement.

34.3 In the event of a conflict between the body of this Agreement and Exhibit "A" - Scope of Services, attached hereto, the terms contained in Exhibit "A" shall be controlling.

35. Exhibits. The following exhibits attached hereto are incorporated herein to this Agreement by this reference:

Exhibit "A" - Scope of Services
Exhibit "B" - Compensation
Exhibit "C" - Key Personnel
Exhibit "D" - Supplemental Agreement for Assigned Project

36. Digital and Counterpart Signatures. Each party to this Agreement intends and agrees to the use of digital signatures that meet the requirements of the California Uniform Electronic Transactions Act (Civil Code §§ 1633.1, et seq.), California Government Code § 16.5, and California Code of Regulations Title 2 Division 7 Chapter 10, to execute this Agreement. The parties further agree that the digital signatures of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures for purposes of validity, enforceability, and admissibility. For purposes of this section, a "digital signature" is defined in subdivision (d) of Section 16.5 of the Government Code and is a type of "electronic signature" as defined in subdivision (h) of Section 1633.2 of the Civil Code. This Agreement may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute one instrument. Each certified or authenticated electronic copy of an encrypted digital signature shall be deemed a duplicate original, constituting one and the same instrument and shall be binding on the parties hereto.
[SIGNATURES ON FOLLOWING PAGE.]
11 IN WITNESS WHEREOF, City and Consultant have caused this Agreement to be duly executed the day and year first above written.

CITY OF RIVERSIDE, a California NHA ADVISORS, LLC,
charter city and municipal corporation a California limited liability company Eric Scriven
By: By: Eric Sciven (iay 23,2023 1:00 PD
City Manager Print Name: Eric Scriven
Title: Principal
Attest: _ By: Michael My pon
City Clerk Print Name: Michael Meyer
Title: Vice President
Certified as to Availability of Funds:

By: Kistllun
Chief Financial Officer/Treasurer
Approved as to Form:
susan wilson
Зy: Susan Wilson (May 30, 2023 17:20 PDT)
Assistant City Attorney
Rc-citylawlcycomlWPDOCS\D017P036\00711164.DOC
23-0334 SDW 04/03/23
12 EXHIBIT "A"

SCOPE OF SERVICE

EXHIBIT A
Scope of Services
The City would like to establish a pool or panel of qualified Companies to provide municipal financial advisory services for each of the following six (6) sectors: General Fund and RDA, Sewer Fund, Electric and Water Funds (RU), Special Districts (Community Facility and Assessment Districts), Swap and Arbitrage (all funds), and Real Estate and Financial Advisory (P3 projects). Companies may submit a proposal for any and/or all the sectors listed above and should clearly specify which sectors) the proposal is for. The City anticipates selecting the two highest-ranking Companies for each sector, and then utilizing the highest-ranking firms for the various types of debt-related projects that may be needed throughout the term of this contract.

Projects and advisory services include but are not limited to: new money debt issuances, credit rating agency presentations and ongoing maintenance, evaluating and identifying refinancing, liquidity, and swap unwinding opportunities.

The City intends to work directly with the top ranked Companies in each sector for the related services outlined below. The City recognizes that advisory services surrounding this type of work is a specialized area of expertise. Furthermore, the City acknowledges that time constraints related to debt issuance and compliance reporting are crucial to holding the City to a high level of fiscal responsibility. With that in mind, the City reserves the right to call upon the second highest ranked Company in each sector if the City deems it necessary or beneficial to do so. Each Company will be selected for a specific project at the sole discretion of the City. The City does not guarantee a certain amount of projects to any specific Company.

SERVICES RELATED TO FINANCIAL PLANNING
• Serve as the City's fiduciary and key project coordinator on large financing projects.

Maintain timelines and schedules, coordinate with external and internal team members, and keep all parties apprised. We strongly recommend a meeting schedule solution or application to organize the myriad of meetings and attendees related to each project. • Provide advice regarding various financing options available and methods the City could use to finance the construction of facilities and re-finance outstanding debt. The financial advisor is expected to recommend the best financing options, while minimizing interest cost.
• Explore and evaluate short-term financing options, including but not limited to, bond anticipation notes and line of credit, as well as long-term financing, including the development on a long-term financial plan, sizing of each bond issue, and calculations of the resulting debt service requirements.

Proactively inform the City of events in the debt markets and economy in general that may have an impact on decisions to issue additional debt, refund bonds, or complete other debt or financing transactions. Provide information that may influence current outstanding issues.

Provide financial consulting services as required in matters related to debt planning and debt management.
• Assist as needed in the review of financial policies (i.e., policies pertaining to investments, financing, swaps, etc.) and debt compliance and disclosure policies. Make suggestions on City policies and other debt administration procedures as necessary to align with best practices.
• Advise on current market conditions, future bond issues, and other information which might be influenced by interest rates and bidding conditions; these factors will be considered for the timing, scheduling, and structuring of each stage of a bond issue to produce the best financing terms. Recommendations for and assistance in acquiring bond insurance, if needed, are also to be provided.
• Provide financial consultant services, as needed, pertaining to obtaining or renewing credit facilities.
• Assist in evaluating remarketing agent, dealer, and credit facility performance for commercial paper program and variable rate debt, including evaluating rates, fees, and other costs.
• Attend and participate in City Council, City Council Finance Committee, Board of Public Utilities, and other meetings as required.
• Advise the City in performing due diligence investigations with respect to Companies that the City may contemplate using in financial transactions. Such due diligence shall include matters pertaining to the knowledge of, or investigation into a Company's alleged or convicted financial misconduct, securities violation, or Justice Department investigation(s).
• Provide assistance in identifying and obtaining new sources of funds for capital needs, such as may be available from state and/or federal programs. • Assist in maintaining credit rating agency relationships, including preparation for the City's periodic credit rating review, to ensure the most favorable rating possible. • Prepare and present reports and/or presentations as needed to the City Council, and the City's various Boards and Commissions. Presentations may at times be designed to facilitate an understanding of public sector financing and its implications to the City. • Attend/participate (in person or by telephone, as required) in meetings related to financial activities as needed.
• Provide service in other financial analyses and technical research as may be deemed desirable by the City.

SERVICES RELATED TO DEBT ISSUANCE
• Advise on the amount, timing, and nature of borrowing, as well as the credit structure, maturity schedule, call provisions and other items, as needed. • Provide debt service schedules (principal and interest) for future bond issues and final pricing documents.
• Provide bid solicitations, assistance with selection process, negotiation of contract terms, and arrangements for fee payments, for document printing, ratings, paying agents/registrar services, verification agents, underwriters, and other related, required • Prepare request for proposals and provide a listing of prospective bidders to facilitate the selection of service providers, such as liquidity providers, property appraisers, absorption specialists, etc. Provide advice, coordinate, and by following the requirements under the City Charter, assist with the bidding process.
• Advise on the merits of competitive, negotiated, or private placement of debt. • Recommend financial provisions to be included in the bond transcript documents. • Participate, as requested by the City, in assembling materials and representing the City in dealings with bond counsel, rating agencies, the City Council, underwriters, and others, as needed, in finalizing offering documents, obtaining required approvals, and closing a bond issue.
• Act as a liaison to the municipal bond market, including, but not limited to, responding to questions or requests for information from underwriters and/or prospective investors. • Evaluate pricing received for proposed bond issues and recommend the most favorable to the City.
• Provide a post-market evaluation/verification of, including, but not limited to, the underwriters' spread, reasonableness of coupon rates and discounts/ premiums, issuance at a fair market price, and the costs of issuance.
• Provide all other services necessary and/or requested by the City for the issuance of bonds and coordination of an offering
• Review, analyze and provide guidance on the extension or replacement of letters of credit (LOC) for outstanding variable rate debt, including evaluation of other financing alternatives, such as refunding the bonds with long-term fixed rate debt, short-term fixed rate notes, or floating rate notes.

REPORTING
The financial advisor shall prepare and submit financial analyses and other reports as requested y the Cily, including but not limited to, bond tra, sectionan postpring reports, schedules of refunding and debt restructuring analysis, debt service schedules, credit analysis, and rating agency presentations.

EXHIBIT "B"

COMPENSATION
Exhibit C
Fee Schedule
Fee Schedule 1 - Debt Issuance
Indicate the Sectors) this Schedule applies to:

Sewer Fund; General Fund and RDA
Year 1
Issuance Type < $50 Million > $50 Million
Competitive fixed rate bonds: $ 67,500 $ 72,500
Competitive refunding fixed rate bonds: $ 67,500 $ 72,500 Negotiated fixed/variable rate bonds: $ 57,500 $ 62,500 Negotiated fixed rate refunding bonds: $ 57,500 62,500
Year 2
Issuance Type < $50 Million > $50 Million
Competitive fixed rate bonds: $ 67,500 $ 72,500
Competitive refunding fixed rate bonds: $ 67,500 $ 72,500 Negotiated fixed/variable rate bonds: $ 57,500 $ 62,500 Negotiated fixed rate refunding bonds: $ 57,500 | $ 62,500 Year 3
Issuance Type < $50 Million > $50 Million
Competitive fixed rate bonds: $ 67,500 $ 72,500
Competitive refunding fixed rate bonds: $ 67,500 I$ 72,500 Negotiated fixed/variable rate bonds: $ 57,500 $ 62,500 Negotiated fixed rate refunding bonds: $ 57,500 S 62,500 Year 4
Issuance Type < $50 Million > $50 Million
Competitive fixed rate bonds: $ 67,500 $ 72,500
Competitive refunding fixed rate bonds: $ 67,500 $ 72,500 Negotiated fixed/ variable rate bonds: $ 57,500 $ 62,500 Negotiated fixed rate refunding bonds: $ 57,500 1$ 62,500 Year 5
Issuance Type < $50 Million > $50 Million
Competitive fixed rate bonds: $ 67,500 $ 72,500
Competitive refunding fixed rate bonds: $ 67,500 1$ 72,500 Negotiated fixed/variable rate bonds: $ 57,500 $ 62,500 Negotiated fixed rate refunding bonds: $ 57,500 62,500
Exhibit C
Fee Schedule
Fee Schedule 1 - Debt Issuance
Indicate the Sector(s) this Schedule applies to:

Special Districts (Community Facility Districts and Assessment Districts) Year 1
Issuance Type < $50 Million > $50 Million
Competitive fixed rate bonds: $ 52,500 $ 62,500
Competitive refunding fixed rate bonds: 52,500 $ 62,500 Negotiated fixed/variable rate bonds: $ 47,500 $ 52,500 Negotiated fixed rate refunding bonds: $ 47,500 1$ 52,500 Year 2
Issuance Type < $50 Million > $50 Million
Competitive fixed rate bonds: $ 52,500 $ 62,500
Competitive refunding fixed rate bonds: $ 52,500 $ 62,500 Negotiated fixed/variable rate bonds: $ 47,500 $ 52,500 Negotiated fixed rate refunding bonds: $ 47,500 | S 52,500 Year 3
Issuance Type < $50 Million > $50 Million
Competitive fixed rate bonds: $ 52,500 $ 62,500
Competitive refunding fixed rate bonds: $ 52,500 $ 62,500 Negotiated fixed/variable rate bonds: $ 47,500 52,500
Negotiated fixed rate refunding bonds: $ 47,500 | $ 52,500 Year 4
Issuance Type < $50 Million > $50 Million
Competitive fixed rate bonds: $ 52,500 $ 62,500
Competitive refunding fixed rate bonds: $ 52,500 $ 62,500 Negotiated fixed/variable rate bonds: $ 47,500 $ 52,500 Negotiated fixed rate refunding bonds: $ 47,500 | $ 52,500 Year 5
Issuance Type < $50 Million > $50 Million
Competitive fixed rate bonds: $ 52,500 $ 62,500
Competitive refunding fixed rate bonds: $ 52,500 $ 62,500 Negotiated fixed/variable rate bonds: $ 47,500 52,500
Negotiated fixed rate refunding bonds: $ 47,500 $ 52,500 Fee Schedule 2 - Swap and Arbitrage Reporting
Indicate the Sectors) this Schedule applies to:

N/A
Fee
Arbitrage Reports (Annual) N/A per report
Arbitrage Reports (5 year) N/A I per report
Annual Swap Reporting (Fee should include monthly mark-to-market N/A valuations)
Fee Schedule 3 - As Needed Services
Indicate the Sector(s) this Schedule applies to:

Sewer Fund; General Fund and RDA; Special Districts (Community Facility Districts and Assessment Districts) Proposed Key Personnel Year 1 Year 2 Year 3 Year 4 Year 5 Hourly Rates Position Titles Fee Fee Fee Fee Fee
Principal $ 350 /per hour $ 350 /per hour $ 375 /per hour $ 375 /per hour $ 375 /per hour Director / Senior Vice President 325 /per hour $ 325 /per hour $ 350 /per hour S 350 /per hour $ 350 /per hour Only fill in the necessary Vice President 300/per hour $ 300 /per hour $ 325 /per hour $ 325 /per hour $ 325 /per hour amount of positions. Assist. Vice President / Sr. Associate 275 /per hour $ 275 /per hour $ 300 /per hour $ 300 /per hour $ 300 /per hour Associate 250/per hour S 250 /per hour $ 275 /per hour S 275 /per hour $ 275 /per hour Senior Analyst 225/per hour s 225 /per hour S 250 /per hour $ 250 /per hour $ 250 /per hour Analyst 200 /per hour $ 200 /per hour $ 225 /per hour $ 225 /per hour $ 225 /per hour Administrative 100/per hour $ 100 /per hour 100/per hour $ 100 /per hour $ 100 /per hour /per hour /per hour /per hour /per hour /per hour
10 - /per hour /per hour /per hour /per hour /per hour
Miscellaneous Fees Year 1 Year 2 Year 3 Year 4 Year 5
Cost Description Fee Fee Fee Fee Fee
The City recognizes that None GA
each engagement may None GA 0s ts
GA
include reimbursable costs None
such as travel, etc. Please None GA
list any such fees here. None GA
Total cost contingent upon a scope of services that may be incorporated into the Agreement on a project by project basis.

EXHIBIT "C"

KEY PERSONNEL

RIVERSIDE PROPOSAL TO PROVIDE MUNICIPAL FINANCIAL ADVISORY SERVICES - NHA ADVISORS, LLC D. COMPANY PERSONNEL (GENERAL FUND AND RDA)
For all projects related to the City's General Fund and RDA, NHA will assign the following key personnel: Mike Meyer (Vice President) as the day-to-day contact, with support from Eric Scriven (Principal) and Craig Hill (Managing Principal) as senior advisors. Leslie Bloom (Vice President) will also team with Mike for project management and credit support. These four will have additional support from Roy Kim (Associate), Matt DeFilippis (Senior Analyst), and Adrian Gonzalez (Analyst). Details regarding the anticipated role, licenses, experience, relevant transactions, and contact information for each of the key personnel are provided below.

Mike Meyer, Vice President
Serving public agencies since 2003
Anticipated Role: Project Manager; Day-to-Day Contact
Contact Info: 415.785.2025 x2004 [email protected]
Licenses: MSRB Series 50
Experience: Mike's experience with California municipalities extends two decades. As a banker/underwriter, Mike worked on over 50 General Fund and RDA financings from 2003 to 2011. Just in the last 3 years, Mike has served as advisor on over CA 30 General Fund/RDA Financings for over $2 billion in par, including two dozen CaPERS UAL refinancings, several Successor Agency RDA TAB refinancings, and several LRBs that helped cities fund infrastructure projects. As head of HA's Pension and Fiscal Sustainability Group, Mike is deeply interested in helping clients develop strategies for long term sustainability and resiliency. He has significant experience leading credit rating processes, as he did with Riverside's 2020 POB.

Recent General UAL Refundings: Cities of Riverside, Chula Vista, Torrance, National City, El Monte, Fund/RDA Ukiah, Lakeport, Fort Bragg, West Covina Corte Madera, Hanford, Corcoran, Grass Projects: Valley, Auburn plus several fire districts and utility districts. LRBs/COPs: El Centro LRB (Police Station + Library), Ukiah (streets), Oxnard (ERP System), Santa Cruz (Energy Efficiency). TABs: National City, Suisun City, Lakeport, Ukiah, El Centro, San Carlos, Winters and Corcoran
Eric Scriven, Principal
Serving public agencies since 1990
Anticipated Role: Senior Advisor
Contact Info: 415.785.2025 x2003 | [email protected] Licenses: MSRB Series 50, MSRB Series 54
Experience: Since 1990, Eric has sought to earn the status of trusted advisor to his California public of project types. Current projects (general consulting / project funding planning and execution) include El Centro (Police), Turlock/Mendota (Streets), Gonzales (Community Center), Lancaster (Work Force Housing), Lake County (Recreational Facilities).

Recent General 12+ UAL restructurings (2020-22); Energy Savings Funding Projects (2018-22): National Fund/RDA City, Corcoran, Lakeport, Santa Cruz; Streets Funding Projects (2020-22): Lancaster, Projects: Ukiah, Clearlake; Facilities Funding Projects (2021-22): El Centro (Library), Mendota (Police), Martinez (Open Space);
NHA ADVISORS 10 | PAGE
Financial & Policy Strategies.

Delivered.

RIVERSIDE PROPOSAL TO PROVIDE MUNICIPAL FINANCIAL ADVISORY SERVICES - NHA ADVISORS, LLC Craig Hill, Managing Principal
Serving public agencies since 1989
Anticipated Role: Senior Advisor
Contact Info: 415.785.2025 x2001 [email protected]
Licenses: MSRB Series 50
Experience: Craig's general fund credit experience spans 30+ years developing lease-back (COP & LRB) financing structures to fund everything from software ERP systems to brick and mortar facilities (City Halls, Public Safety, Recreation, Theaters, Hospitals, Infrastructure). opportunities to redevelop older public assets, entire civic centers, enhancing resident lifestyles with recreation facilities (aquatic centers, parks, open space acquisition) and find creative ways to leverage sales tax initiatives to generate new revenues for city's general fund.

Recent General 2022 Martinez LRB (Park Acquisition), 2022 Kensington FPD (Fire Station), 2022 Oxnard Fund/RDA LRB (Building Improvements/Refinancing), 2022 Gilroy (Recreation Facilities Projects: Refinancing), 2021 Torrance (Building Acquisition Refinancing), 2021 Corte Madera (Town Hall Improvements), 2022 Berkeley (Animal Shelter Refinancing), 2021 El Centro (Library), 2021 Oxnard (Solid Waste Equipment), Equipment Leases (Oxnard, Seaside, Watsonville, Yuba City)
Leslie Bloom, Vice President
Serving public agencies since 2007
Anticipated Role: General Fund Credit Specialist; Quantitative Lead Contact Info: 415.785.2025 x2009 | [email protected] Licenses: MSRB Series 50
Experience: Leslie has 20 years' experience in accounting and financial analysis with 16 years dedicated to public finance. Prior to joining NHA Advisors in February 2021, Leslie worked in Public Finance Debt Investment Banking, where she completed over 250 senior managed and private placement financings totaling more than $3.5 billion. Leslie has extensive experience with general fund lease, general obligation, pension obligation, and short-term notes. In addition, Leslie's tax allocation experience post dissolution is comprised of over 40 Senior Managed or privately placed transactions totaling $1.3 billion, including the first transaction completed post dissolution. She heir a strongesamen bad in cashlow modeling, pricing analysis and structuring, given Recent General Recent work includes the Cities of Grass Valley, Fort Bragg, National City, Corte Madera, Fund/RDA El Centro, Beverly Hills, Carmel by the Sea, Lemon Grove and Oxnard.

Projects:

NHA ADVISORS 11 | PAGE
Financial & Policy Strategies.

Delivered.

RIVERSIDE PROPOSAL TO PROVIDE MUNICIPAL FINANCIAL ADVISORY SERVICES - NHA ADVISORS, LLC Roy Kim Matt DeFilippis Adrian Gonzalez
Associate Senior Analyst Analyst
Serving public agencies Serving public agencies Serving public agencies since 2018 since 2021 since 2022
Anticipated Role: Credit/Quantitative/Research Support
415.785.2025 x2008 415.785.2025 x2011 415.785.2025 x2013 Contact Info:

[email protected] [email protected] [email protected] Licenses: MSRB Series 50 MSRB Series 50 MSRB Series 50
Experience: Roy, Matt, and Adrian have provided services to numerous California public agencies as municipal advisors and consultants. They support NHA's Vice Presidents and Principals on every engagement, whether that is through modeling utility coverage ratios developing general fund forecasts, drafting credit rating presentations, analyzing aPERS pension payments, researching debt refinancing opportunities, or assisting i he general management of a debt issuance process. Roy previously served the City o its 2018A Refunding Sewer Revenue Bonds and 2020A Pension Obligation Bonds NHA ADVISORS 12 | PAGE
Financial & Policy Strategies.

Delivered.

PROPOSAL TO PROVIDE MUNICIPAL FINANCIAL ADVISORY SERVICES - NHA ADVISORS, LLC D. COMPANY PERSONNEL (SEWER FUND)
For all projects related to the City's Sewer Enterprise Fund, NHA will assign the following key personnel: Mike Meyer (Vice President) as the day to day contact, Eric Scriven (Principal) and Mark Northcross (Principal) as the senior advisors, and Leslie Bloom (Vice President), and Christian Sprunger (Asst. Vice President). Mike, Mark and Christian led the firm's efforts on the City's 2018 Sewer Bonds, while Eric and Leslie add depth to the team with a long resume of utility bond expertise, both as underwriters and advisors. These five will have additional support from Roy Kim (Associate), Matt DeFilippis (Senior Analyst), and Adrian Gonzalez (Analyst). Details regarding the anticipated role, licenses, experience, relevant transactions, and contact information for each of the key personnel are provided below.

Mike Meyer, Vice President
Serving public agencies since 2003
Anticipated Role: Project Manager; Day-to-Day Contact
Contact Info: 415.785.2025 x2004 | [email protected] Licenses: MSRB Series 50
Experience: Mike's experience with California municipalities extends two decades. As a banker/underwriter, Mike worked on several dozen utility financings from 2003 to 2011, serving some of the largest issuers (i.e., EBMUD), as well as smaller cities and utility districts. At NHA, Mike continues to manage some of the more complex and large utility issuer financings (Riverside Sewer, Oxnard Water/WW/Refuse) as well as smaller, infrequent issuers. He also manages the firm's pension/fiscal sustainability group, over 100 agencies with transparent stakeholder education Recent Sewer & Turlock 2022 Sewer, East Niles CSD 2021 Water/Sewer; Novato Sanitary District 2020 Other Utility Wastewater; Oxnard Water (2019/2021) and Sewer (2018/2022), 2018 Riverside Projects: Sewer, 2019 Calaveras County Water District, 2017 Corning Water/Sewer Eric Scriven, Principal
Serving public agencies since 1990
Anticipated Role: Senior Advisor
Contact Info: 415.785.2025 x2003 | [email protected] Licenses: MSRB Series 50, MSRB Series 54
Experience: Eric's extensive sewer enterprise experience dates back to 1990 spanning his employment with several municipal bond underwriting firms, as well as several municipal financial advisory and consulting firms. This experience has comprised of detailed financial planning/modeling, policy and credit analysis, as well all tasks associated with debt financing for public agencies providing sewer services. Additional experience that encompasses similar, highly detailed tasking and expertise include water, power and solid-waste revenue-backed project funding transactions. Current rojects (project funding planning and execution) include Banning, Hanford, Selm:

Jkiah and North of the River Sanitation District
Recent Sewer & Turlock (2022), Mendota (2021), Santa Paula (2020), Ukiah (2020), Willits (2020), Chico Other Utility (2020); Other: Pittsburg/Water (2022), Lakeport/Water (2022), Martinez/Water (2021), Projects: Ukiah/Power (2022), Lancaster/Power (2021), Napa/Solid Waste (2016) NHA ADVISORS 21 PAGE
Financial & Policy Strategies.

Delivered.

RIVERSIDE PROPOSAL TO PROVIDE MUNICIPAL FINANCIAL ADVISORY SERVICES - NHA ADVISORS, LLC Mark Northcross, Principal
Serving public agencies since 1981
Anticipated Role: Utility Specialist; Project Support
Contact Info: 415.785.2025 x2002 | [email protected] Licenses: MSRB Series 50
Experience: Mark's first utility revenue bond issue was for the San Bernardino Valley Municipal Water District in 1983. Since then, he has successfully delivered funding to utilities facing the challenges of drought, earthquake, flooding, and Prop 218 litigation. Mark is a leading advisor on climate change infrastructure and leads NHA's alternative financing practice that focuses on "holistic" funding solutions, with special emphasis on SRF, WIFIA, Federal and State grants.

Recent Sewer & El Toro Water District 2022A Water and Wastewater Revenue Bonds; Central Basin Other Utility MWD 2022 Standby Charge Refunding Revenue Bonds; Palmdale Water District 2021 Projects: Water Revenue Bonds; City of Riverside 2018 Sewer Revenue Bonds Leslie Bloom, Vice President
Serving public agencies since 2007
Anticipated Role: Utility Credit Specialist; Quantitative Lead Contact Info: 415.785.2025 x2009 / [email protected] Licenses: MSRB Series 50
Experience: Over the last several years, the water/wastewater sectors have been a primary area of focus for Leslie. Her work in the sector has included project finance, debt structuring and restructuring, rate planning, and policy development. Project experience includes funding for water supply, recycled water, wastewater treatment plants, and other capital improvements.

Recent Sewer & Lakeport 2022 Water Revenue Loan; Aromas Water District 2022 Loan; El Toro Water Other Utility District 2022A Water and Wastewater Revenue Bonds; Central Basin MWD 2022 Bonds; Projects: East Niles CSD 2021 COPs; Mendota 2021 Wastewater Revenue Bonds NHA ADVISORS 22| PAGE
Financial & Policy Strategies.

Delivered.

RIVERSIDE PROPOSAL TO PROVIDE MUNICIPAL FINANCIAL ADVISORY SERVICES - NHA ADVISORS, LLC Christian Sprunger, Assistant Vice President
Serving public agencies since 2016
Anticipated Role: Quantitative & Credit Co-Lead
Contact Info: 415.785.2025 x2007 | [email protected] Licenses: MSRB Series 50
Experience: Christian has worked on a variety of sewer utility financings - from combination SRF/USDA fundings for Wastewater Treatment facilities, to energy efficiency improvements for sewer, to WIFIA Loans to using treated water for groundwater recharge, to traditional water and sewer bonds.

Recent Sewer & Oxnard 2022 WIFIA Loan; Pittsburg 2022 Water Bonds; Central Basin MWD 2022 Other Utility Bonds; North Marin Water District 2022 Water Loan; Mendota 2021 Wastewater Projects: Bonds; West County WD 2021 Wastewater Bonds; Suisun Solano Water Authority 2021 Water Bonds; City of Riverside 2018 Sewer Revenue Bonds Roy Kim Matt DeFilippis Adrian Gonzalez
Associate Senior Analyst Analyst
Serving public agencies Serving public agencies Serving public agencies since 2018 since 2021 since 2022
Anticipated Role: Credit/Quantitative/Research Support
415.785.2025 x2008 415.785.2025 x2011 415.785.2025 x2013 Contact Info:

[email protected] [email protected] [email protected] Licenses: MSRB Series 50 MSRB Series 50 MSRB Series 50
Experience: Roy, Matt, and Adrian have provided services to numerous California public agencies as municipal advisors and consultants. They support NHA's Vice Presidents and Principals on every engagement, whether that is through modeling utility coverage ratios, developing general fund forecasts, drafting credit rating presentations, analyzing CaPERS pension payments, researching debt refinancing opportunities, or assisting in the general management of a debt issuance process. Roy previously served the City on its 2018A Refunding Sewer Revenue Bonds and 2020A Pension Obligation Bonds NHA ADVISORS 23 | PAGE
Financial & Policy Strategies.

Delivered.

RIVERSIDE PROPOSAL TO PROVIDE MUNICIPAL FINANCIAL ADVISORY SERVICES - NHA ADVISORS, LLC D. COMPANY PERSONNEL (SPECIAL DISTRICTS: CFDS & ADs)
For all projects related to the City's Special Districts assignments, NHA proposes to have its land-secured group provide the necessary services as required. This group includes Mike Meyer (Vice President), Eric Scriven (Principal), Craig Hill (Managing Principal), Rob Schmidt (Vice President), and Christian Sprunger (Asst. Vice President). These five will have additional support from Roy Kim (Associate), Matt DeFilippis (Senior Analyst), and Adrian Gonzalez (Analyst). Details regarding the anticipated role, licenses, experience, relevant transactions, and contact information for each of the key personnel are provided below.

He has recently been involved with the Oxnard Seawall CFD and the formation of a new CFD in Seaside in 2022. As the day-to-day contact for NHA with the City of Riverside over the past several years, Mike will continue to serve in this role, but will bring in several colleagues who specialize in land secured finance to be responsible for managing these projects for the City.

Recent CFD/AD Seaside 2022 CFD Formation, Oxnard Seawall CFD, American Canyon 2020 CFD Projects:

Craig Hill, Managing Principal
Serving public agencies since 1989
Anticipated Role: Senior Advisor
Contact Info: 415.785.2025 x2001 | [email protected] Licenses: MSRB Series 50
Experience: Craig's land-secured financing experience extends back to the days of the traditional development. Craig's work includes development throughout Southern California, the Central Valley, Sacramento Valley, Central Coast and the greater San Francisco Bay equitable solution to encourage development
Recent CFD/AD 2022 Rancho Cordova (Development CFD (3)), 2022 Paso Robles (CFD Formation (2)), Projects: 2022 Newark (AD Formation), 2022 Aromas Water District (AD), 2020 American Canyon (Roadway CFD), 2022 Calistoga (Land Acquisition CFD), Corte Madera (Public Safety Services CFD), 2022 Desert Recreation District (Recreation Facilities CFD), 2022 Seaside (Infrastructure & Services CFD), Gilroy (Landscaping CFD), 2022 Hermosa Beach (Undergrounding Utilities AD), 2022 Torrance (Undergrounding Utilities AD), 2022 Martinez (Recreation Parcel Tax), Oxnard (Seawall CFD), 2022 Salinas (Airport Business Park CFD)
NHA ADVISORS 32 | PAGE
Financial & Policy Strategies.

Delivered.

RIVERSIDE PROPOSAL TO PROVIDE MUNICIPAL FINANCIAL ADVISORY SERVICES - NHA ADVISORS, LLC Eric Scriven, Principal
Serving public agencies since 1990
Anticipated Role: Senior Advisor
Contact Info: 415.785.2025 x2003 | [email protected] Licenses: MSRB Series 50, MSRB Series 54
Experience: Prior to Eric's start in the public finance industry in 1990, he worked in the land development and real estate investment fields. This, along with his degree in Urban Land Economics positioned Eric to provide valuable advice and execution expertise on California land-secured transactions over his career. These transactions have included CFD Special tax bonds, 1915 Act Assessment District transactions, as well as hybrid transactions utilizing a combination of redevelopment tax increment revenue with CFD special tax revenues as a backstop to bring needed commercial and residential development projects out of the ground. Current CFD projects include Galt, American Canyon, Banning,
Recent CFD/AD Santa Paula (2022), Pittsburg (2022), American Canyon (2020) Projects:

Rob Schmidt, Vice President
Serving public agencies since 2004
Anticipated Role: Project Manager
Contact Info: 415.785.2025 x2006 / [email protected]
Licenses: MSRB Series 50
Experience: Rob is a founding member of NHA Advisors and has nearly 20 years of experience in land-secured finance. The origins of his public finance career date back to submitting CFD reimbursements for a real estate developer, which led to a lengthy tenure forming and administering CDs and assessment districts as a special tax consultant. In addition, Rob has extensive experience evaluating and implementing a variety of revenue measures (general obligation, parcel tax, sales tax, etc.) and financing structures (special tax and assessment bonds, general fund lease obligations, utility revenue bonds, general obligation bonds, short-term notes, tax allocation bonds, etc.). His experience also includes state and federal loan and tax credit programs. Rob is Lukenty working with a group of pull aperties to form a PA and potential cED in Recent CFD/AD Rocklin 2022 Special Tax Bonds (CFD 10); Rancho Cordova 2022 Special Tax Bonds (CFD Projects:

Cordova 2022 Special Tax Bonds (CFD 2014-1); Rancho Cordova 2022 Special Tax Bonds (CFD 2022-1); CMFA 2022A Special Tax Bonds (BOLD CFD 2021-19); Desert Recreation Disen: SEt Candler Development, Retiond FI (PE indie), Rasc ho or ca 2021 Special Tax Bonds, Series B (CFD 2018-1); Rancho Cordova 2021 Special Tax Bond (CFO 2018-1); Rancho Cordova 2021 Special Tax Bonds (CFO 2014-1); CMFA 202:
33 | PA GE

NHA ADVISORS
Financial & Policy Strategies.

Delivered.

RIVERSIDE PROPOSAL TO PROVIDE MUNICIPAL FINANCIAL ADVISORY SERVICES - NHA ADVISORS, LLC Christian Sprunger, Assistant Vice President
Serving public agencies since 2016
Anticipated Role: Quantitative Lead
Contact Info: 415.785.2025 x2007 [email protected] Licenses: MSRB Series 50
Experience: Christian has experience serving as both quantitative support and project manager on land-secured financings for our clients. He has worked on private placements and public offerings; on dirt bonds and on investment-grade land secured bonds. Christian also worked on the South Tahoe Events Center project - a $100M development project that avoided a special tax pledge and instead utilized a unique combination of tax increment revenues and occupancy tax revenues.

Recent CFD/AD Santa Paula 2022 Special Tax Bonds (financing Phase 2 of development); Oxnard 2022 Projects: Limited Obligation Revenue bonds (restructuring to remove senior/subordinate pledge and refinancing for taxpayer savings); Rancho Cordova 2022 Special Tax Bonds (financing Phase 2 of development) Rocklin 2022 Special Tax Refunding (refinancing for taxpayer savings);
Roy Kim Matt DeFilippis Adrian Gonzalez
Associate Senior Analyst Analyst
Serving public agencies Serving public agencies Serving public agencies since 2018 since 2021 since 2022
Anticipated Role: Credit/Quantitative/Research Support
415.785.2025 x2008 415.785.2025 x2011 415.785.2025 x2013 Contact Info:

Delivered.

EXHIBIT "D"

SUPPLEMENTAL AGREEMENT FOR ASSIGNED PROJECT
Consultant:

Project Name:

The Project Narrative for [name of project] ("Project"), a copy of which is attached hereto as Exhibit "A" and incorporated herein by this reference, and Consultant's proposal dated [date of proposal], a copy of which is attached hereto as Exhibit "B" and incorporated herein by this reference, shall constitute a supplement to the Master Professional Consultant Services Agreement for Financial Advisory Services Panel, by and between City and Consultant, dated [date of executed master agreement] ("Agreement"). Consultant agrees to perform the services described in the Project Narrative within the time set forth in the Notice to Proceed for the amount of written amount] Dollars ($O). Performance of the services shall be subject to the terms and conditions Dated this _day of _ 2023.

CITY OF RIVERSIDE, a California CONSULTANT NAME,
charter city and a municipal corporation legal business entity, e.g., a sole proprietor California corporation, etc.

By: By:

City Manager
Title:

Attest: By:

City Clerk
Title:

Approved as to form:

By:

Deputy City Attorney
Certified as to Availability of Funds:

By:

Chief Financial Officer/Treasurer

Riverside City CouncilJune 27, 2023

Riverside City Council
June 27, 2023