1 PROFESSIONAL CONSULTANT SERVICES AGREEMENT SHUSTER ADVISORY GROUP, LLC Administrative and Investment Management Services for the City of Riverside’s Section 115 Pension Trust Fund – RFP No. 2342 THIS PROFESSIONAL CONSULTANT SERVICES AGREEMENT (“Agreement”) is made and entered into this day of , 2024 (“Effective Date”), by and between the CITY OF RIVERSIDE, a California charter city and municipal corporation (“City”), and SHUSTER ADVISORY GROUP, LLC, a California limited liability company (“Consultant”). 1.Scope of Services. City agrees to retain and does hereby retain Consultant andConsultant 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 Administrative and Investment Management Services for the City of Riverside’s Section 115 Pension Trust Fund – RFP No. 2342 (“Project”). 2.Term. This Agreement shall be effective on the date first written above and shallremain in effect for three (3) years with the option to extend for two (2) additional one-year terms, unless otherwise terminated pursuant to the provisions herein. 3.Compensation/Payment. Consultant shall perform the Services under thisagreement in accordance with the terms set for the in Exhibit “B”. Consultant will provide City with a statement of account itemizing fees to be collected pursuant to Exhibit “B” to the address set forth in Section 4 hereof. 4.Notices. Any notices required to be given, hereunder shall be in writing and shall bepersonally 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:To CityFinance Department City of Riverside Attn: Meline Carranza 3900 Main Street Riverside, CA 92522To ConsultantShuster Advisory Group, LLC Attn: Mark Shuster 155 North Lake Avenue, Suite 500Pasadena, CA 91101 5.Prevailing Wage. If applicable, Consultant and all subcontractors are required to paythe 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 Resolution No. 13346 of the City Council of the City of Riverside. The Director’s determination is available on-line at 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. 2 6. 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. 7. 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. 8. Personnel. Consultant shall furnish all personnel necessary to perform the Services and shall be responsible for their performance and compensation. Consultant recognizes that the 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.9. 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. 10. 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. 3 11.Indemnification. 11.1 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. 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. 11.2 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. Consultant will reimburse City for reasonable defense costs for claims arising out of Consultant’s professional negligence based on the percentage of Consultant’s liability. 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. 11.3 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 4 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. 11.4 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. 11.5 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.12.Insurance. 12.1General 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.12.1.1 Limitations. These minimum amounts of coverage shall not constitute any limitation or cap on Consultant’s indemnification obligations under Section 11 hereof. 5 12.1.2 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. 12.1.3 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. 12.1.4 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. 12.2 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 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. 12.3 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, including liability insurance for non- owned and hired automobiles, 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. 12.3.1 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. 12.3.2 Consultant’s automobile liability coverage for non-owned and hired vehicles as referenced in 12.3 above, 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 6 Consultant’s automobile and/or commercial general liability insurance policies shall cover all vehiclesused in connection with Consultant’s performance of this Agreement, which vehicles shall include, but are not limited to, Consultant leased vehicles, Consultant’s employee vehicles, non-Consultant owned vehicles and hired vehicles. 12.3.3 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 commercial general 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 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. 12.3.4 The insurance policy or policies shall also comply with the following provisions: 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. c. 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. 12.4 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. 12.5 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. 7 13.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. 14. Time of Essence. Time is of the essence for each and every provision of this Agreement. 15. 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. 16. 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 activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 17. Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, 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, 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. 18. 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. 19. 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. 8 20.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 project or, alternatively, that Consultant will file with the City an affidavit disclosing any such interest. 21. 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 specified in this section shall be in addition to and not in lieu of those remedies otherwise specified in this Agreement. 22. 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. 23. 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. 24.Amendments. This Agreement may be modified or amended only by a written agreement and/or change order executed by the Consultant and City. 25. 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 15 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.25.1 Other than as stated below, City shall give Consultant thirty (30) days’ prior written notice prior to termination of Investment Advisory services and sixty (60) days’ prior 9 written notice prior to termination of Administrative services. 25.2 City may terminate this Agreement upon fifteen (15) days’ written notice to Consultant, in the event: 25.2.1 Consultant substantially fails to perform or materiallybreaches the Agreement; or 25.2.2 City decides to abandon or postpone the Project. 26.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 appeal process has been completed or until the dispute has been resolved. 27. 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. 28. 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, 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. 29.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. 30. 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 10 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. 31. 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. 32. 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. 33. 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. 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. 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 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 11 [SIGNATURES ON THE FOLLOWING PAGE]
12 IN WITNESS WHEREOF, City and Consultant have caused this Professional Consultant Services Agreement to be duly executed the day and year first above written. CITY OF RIVERSIDE, a California charter city and municipal corporation By: Attest:SHUSTERADVISORYGROUP,LLC,aCalifornia limited liability companyBy:Print Name: Mark ShusterTitle: Managing MemberandBy:Print Name: JoAnn Parrino Title: PartnerCertified as to Availability of Funds:By: _ Chief Financial OfficerAPPROVED AS TO FORM:By: Sean B. Murphy Deputy City AttorneyCA #24-0328 SBM/jv 05/14/24\\rc-citylaw\cycom\WPDOCS\D008\P039\00798236.docx
EXHIBIT “A” SCOPE OF SERVICES
RFP-2342 EXHIBIT A Scope of Services EXHIBITS ATTACHED HERETO AND INCORPORATED HEREIN BY REFERENCE IN THIS EXHIBIT “A” SCOPE OF SERVICES ARE DOCUMENTS REQUIRED FOR THE CITY TO ADOPT THE MULTIPLE EMPLOYER OPEB/PENSION 115 TRUST:EXHIBIT A-1: MULTIPLE EMPLOYER OPEB/PENSION 115 TRUST EXHIBIT A-2: TRUST ADOPTION AGREEMENTEXHIBIT A-3: TRUST ADMINISTRATIVE SERVICES AGREEMENT EXHIBIT A-4: INVESTMENT ADVISOR AGREEMENT 4828-2402-5842.v3
ADOPTION AGREEMENT FOR THE MULTIPLE EMPLOYER OPEB/PENSION 115 TRUST 4828-2402-5842.v3
TABLE OF CONTENTSPage INTRODUCTION......................................................................................................................... 1 ARTICLE 1 EMPLOYER INFORMATION .................................................................................... 1 ARTICLE 2 PLAN INFORMATION .............................................................................................. 1 ARTICLE 3 TRUST ADMINISTRATIVE SERVICES .................................................................... 2 ARTICLE 4 INVESTMENTS ........................................................................................................ 2 ARTICLE 5 TRUST FEES AND EXPENSES ............................................................................... 2 ARTICLE 6 REPRESENTATIONS AND WARRANTIES .............................................................. 2 ARTICLE 7 STANDARD OF CARE AND INDEMNIFICATION ..................................................... 3 ARTICLE 8 AMENDMENT .......................................................................................................... 4 ARTICLE 9 NO GUARANTEE OF INVESTMENT RESULTS ...................................................... 4 ARTICLE 10 ADOPTION OF TRUST .......................................................................................... 4 EXHIBIT A ................................................................................................................................A-1 EXHIBIT B ................................................................................................................................ B-1 EXHIBIT C C-1 4828-2402-5842.v3
INTRODUCTION By executing this Adoption Agreement, the Employer named in Article 1 of this Adoption Agreement hereby adopts and agrees to be bound by the terms of the Multiple Employer OPEB/Pension 115 Trust (the “Trust”), a copy of which is attached as Exhibit A. To the extent there is a conflict between this Adoption Agreement and the Trust, the Trust will control. Unless otherwise specified below, initially capitalized terms used in this Adoption Agreement are defined in the Trust. ARTICLE 1 EMPLOYER INFORMATION 1.1 Employer’s Name, Address, and Telephone Number (a) Name: City of Riverside(b) Address: 3900 Main Street, Riverside CA 92501(c) Telephone: 951-826-53111.2 Employer’s Taxpayer Identification Number: XXXX ARTICLE 2 PLAN INFORMATION 2.1 Plan Names: OPEB Plan(s): N/A Pension Plan(s): City of Riverside Pension Stabilization Trust Account (Each a “Plan” and collectively, the “Plans”) 2.2 Employer-designated: Plan Administrator’s Name, Title, Address, and Telephone Number: (a) Title: City Manager(b) Address: 3900 Main Street, Riverside CA 92501(c) Telephone: 951-675-81681 4828-2402-5842.v3
ARTICLE 3 TRUST ADMINISTRATIVE SERVICES As a condition of the Employer’s participation in the Trust, the Employer and the Trust Administrator have executed the Trust Administrative Services Agreement attached as Exhibit B. ARTICLE 4 INVESTMENTS The Employer hereby directs the Trust Administrator to direct the Trustee to invest the assets in the Employer’s Account in accordance with the investment strategy and any investment policy mutually agreed to by the Employer and the Trust Administrator. ARTICLE 5 TRUST FEES AND EXPENSES 5.1 Trustees Fee will be equal to 0.02% (annual minimum fee per plan is $500 and annual maximum fee per plan is $5,000). Other fees, including Trust Administration Fees are specified in Section 2.1 of the Trust Administrative Services Agreement. Please refer to Section 2.1 of the Trust Administrative Services Agreement for further information about payment of fees and expenses. 5.2 Method of Payment. Unless the Employer otherwise elects below, the Trust Administration Fees (as defined in Section 10.01(b) of the Trust), Trustee Fees (as defined in Section 10.01(c) of the Trust), and any other reasonable fees and expenses of administering the Employer’s Account will be paid from the Employer’s Account. In lieu of payments from its Account, the Employer hereby elects to pay the following amounts: Trust Administration FeesTrustee FeesAll expenses of the Employer’s Account other than feesOther (please insert description):ARTICLE 6 REPRESENTATIONS AND WARRANTIES 6.1 The Employer hereby represents and warrants that each of the following statements is true and correct to the best of its knowledge: 2 4828-2402-5842.v3
(a) The Employer is a state, a political subdivision of a state or another publicagency whose income is excludable from gross income under section 115 of theCode that is established and maintained under the laws of the[State/Commonwealth] of California .(b) The Employer has established and maintains one or more Plans the exclusivepurpose of each is to provide OPEB or retirement benefits to its formeremployees.(c) The exclusive purpose of the Employer’s participation in the Trust is to fund thePension Obligation or OPEB Obligation, or both, under the Employer’s Plans.(d) The Employer’s participation in the Trust for the purpose of funding, asapplicable, the Pension Obligation or OPEB Obligation, or both, under theEmployer’s Plans is authorized under the laws of the [State/Commonwealth] ofCalifornia . (e) The Employer’s Plans do not permit participants to direct or otherwise exercise inany manner, whether direct or indirect, control over the investment of theiraccounts or benefits accrued under the Plans.(f) The Employer has received copies, and has read and understands the terms, ofthe Trust.ARTICLE 7 STANDARD OF CARE AND INDEMNIFICATION 7.1 Standard of Care. The Trustee and the Trust Administrator must discharge their duties in accordance with the standard of care set forth in Section 6.01 of the Trust. 7.2 Employer Indemnification of Trustee. The Employer, from its own funds and not from any assets of the Trust, agrees to indemnify the Trustee and each of its affiliates against, and will hold them harmless from, any and all loss, claims, liability, and expense, including cost of defense and reasonable attorneys’ fees, imposed upon or incurred at any time by any of them by reason of or in connection with the performance of the Trustee’s services under this Agreement, except to the extent such damages resulted from the Trustee’s or affiliate’s performance (or non-performance) of its duties under the Trust in a manner that constitutes willful misconduct or willful breach of the standard of care articulated in Section 6.01 of the Trust. 7.3 Employer Indemnification of Trust Administrator. Employer, from its own funds and not from any assets of the Trust, agrees to indemnify the Trust Administrator and each of its affiliates against, and will hold them harmless from, any and all damages imposed upon or incurred by any of them by reason of, or in connection with its services under the Trust or the Trust Administrative Services Agreement, except to the extent that such damages resulted from the Trust Administrator’s or affiliate’s performance (or non- performance) of its duties under the Trust or the Trust Administrative Services Agreement in a manner that constitutes willful misconduct or willful breach of the standard of care articulated in Section 6.01 of the Trust. 3 4828-2402-5842.v3
7.4 Trustee Indemnification of Employer. The Trustee, from its own funds and not from any assets of the Trust, agrees to indemnify the Employer and each of its affiliates against and will hold them harmless from, any and all loss, claims, liability, and expense, including cost of defense and reasonable attorneys’ fees, imposed upon or incurred at any time by any of them by reason of or in connection with the performance of the Trustee’s services under this Agreement, except to the extent such damages resulted from the Employer’s performance (or non-performance) of its duties under the Trust Administrative Services Agreement, that are the direct result of the gross negligence, willful misconduct or breach of this Agreement by the Trustee, or any of its affiliates. 7.5 Trust Administrator Indemnification of Employer. Trust Administrator, from its own funds and not from any assets of the Trust, agrees to indemnify the Employer and each of its affiliates against, and will hold them harmless from, any and all damages imposed upon or incurred by any of them by reason of, or in connection with its services under the Trust or the Trust Administrative Services Agreement, except to the extent that such damages resulted from the Employer’s performance or (non-performance) of its duties under the Trust or the Trust Administrative Services Agreement, that are the direct result of the gross negligence, willful misconduct or breach of this Agreement by the Trust Administrator, or any of its affiliates. 4 4828-2402-5842.v3
ARTICLE 8 AMENDMENT The Employer understands and agrees that the Trust may be amended from time to time by the Trust Administrator with the approval of two-thirds of the Employers then participating in the Trust. ARTICLE 9 NO GUARANTEE OF INVESTMENT RESULTS The Employer understands and acknowledges that investments in the Trust involve risk and that there is no guarantee of investment performance or other performance of the Trust, including but not limited to custodians, depositories, or counterparties to investment strategies of the Trust. ARTICLE 10 ADOPTION OF TRUST By executing this Adoption Agreement, the Employer hereby adopts and agrees to be bound by the terms of the Trust and hereby approves, ratifies and confirms the appointment of Alta Trust Company as the Trustee and Shuster Advisory Group, LLC as the Trust Administrator as of the effective date of this Adoption Agreement. This Adoption Agreement and the Trust Agreement are effective upon the Effective Date of the Adoption Agreement. [SIGNATURES ON THE FOLLOWING PAGE] 5 4828-2402-5842.v3
EMPLOYER:CITY OF RIVERSIDETRUST ADMINISTRATOR:SHUSTER ADVISORY GROUP, LLCBy: By: Mark ShusterIts: Its: Managing MemberDate: Date:EMPLOYER:CITY OF RIVERSIDETRUSTEE:ALTA TRUST COMPANYAttest: By: Stott BushnellIts: Its: Director of OperationsDate: Date:EMPLOYER:CITY OF RIVERSIDETRUSTEE:ALTA TRUST COMPANYBy: Edward EnriquezBy: Adam PonderIts:Chief Financial OfficerIts: Chief Executive OfficerDate: Date:EMPLOYER:CITY OF RIVERSIDEBy: Sean B. MurphyIts: Deputy City AttorneyDate:6
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EXHIBIT A TRUST
A-1
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EXHIBIT B TRUST ADMINISTRATIVE SERVICES AGREEMENT
B-1
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EXHIBIT C PLAN ADMINISTRATOR: SPECIMEN SIGNATURE
C-1
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TRUST ADMINISTRATIVE SERVICES AGREEMENTThis agreement (“Agreement”) is made this day of ________ , 2024, by andbetween City of Riverside (the “Employer”) and SHUSTER ADVISORY GROUP, LLC (the “Trust Administrator”).WHEREAS, the Employer has adopted one or more plans, policies, or collective bargaining agreements (“Plans”) in order to provide other post-employment health and welfare benefits (other than pensions) (“OPEB”) or retirement benefits; and WHEREAS, the Trust Administrator and Alta Trust Company (the “Trustee”) have entered into an agreement (the “Trust Agreement”) establishing the Multiple Employer OPEB/Pension 115 Trust (the “Trust”); and WHEREAS, the Employer has adopted the Trust by executing the adoption agreement to which this Agreement is attached (the “Adoption Agreement”“) in order to fund the OPEB and retirement benefits payable under the Plans; and WHEREAS, the Employer wishes to retain the services of the Trust Administrator to administer the Employer’s account under the Trust (“Account”). NOW THEREFORE, the Employer and the Trust Administrator hereby agree as follows: Capitalized words not defined this document are defined in the Trust Agreement. 1. Trust Administrator ServicesThe Trust Administrator will provide the following services for the Employer’s Account:1.1 Administrative ServicesA.Instruct the custodian of the Account to make disbursements from theEmployer’s Account at the direction of the Employer for the payment ofOPEB or retirement benefits under the Employer’s Plans funded by theAccount;B.Verify custodian’s receipt of contributions made to the Account asinformed by the Employer;C.Provide the Employer after the end of each calendar quarter with ananalysis of the performance of the investments of the Account and astatement of the changes in the investments made during such calendarquarter;D.Provide annual statements of Trust accounts;E.Instruct the custodian to disburse funds from the Account for the paymentof the fees and expenses described in Section 2.1 and 3.2; and 4820-7833-9064.v2
F.Coordinate such other actions with the Trustee and custodian of theAccount as directed by the Plan Administrator that are within the scope ofthe Trust Administrator’s duties under the Trust Agreement.1.2 Investment Management Services A.Determine the asset allocation of investments in the Employer’s Account(“Investment Strategy”) based on information provided by the Employer orthe Plan Administrator, including the anticipated amounts of cash requiredby the Plans for distributions and other expenses, and the appropriate risktolerance for the Plans based on the Plans’ asset-liability characteristicsand the Employer’s resources;B.Prepare a recommended policy statement of the Account’s InvestmentStrategy acceptable to the Employer to the extent necessary toaccomplish the Account’s Investment Strategy (“Investment PolicyStatement”);C.Execute the Account’s Investment Strategy by instructing the Trustee tobuy and sell shares of investments permitted under the Trust inaccordance with the Investment Policy Statement;D.In consultation with the Employer, reassess and alter the InvestmentStrategy and Investment Policy Statement at least annually to the extentnecessary to “rebalance” the Account investments; andE.Perform reviews at least annually of the performance of the investmentsheld in the Account, add or reduce allocations to each investment or addor delete investments in its judgment (to the extent permitted under theInvestment Policy Statement and the Trust), and promptly advise theEmployer of any additions or deletions of Account investments.2. Compensation2.1 Fees. For all services provided by the Trust Administrator under this Agreementand the Trustee under the Trust Agreement, the following fees will apply: Trust Administration Fees (This Agreement)1: 0.01% Trustee Fees (Trust Adoption Agreement)2: 0.02% Custodial Asset Based Fee (Custodial Agreement)3: 0.01% Investment Advisory Fees (Investment Advisory Agmt.): 0.06% Fees will be collected quarterly other than the Investment Advisory Fee which will be collected monthly. 1 - Will convert to a flat dollar fee after the end of contract year-3 based on the highest year-end balance of the first 3 contract years. 2 - Annual minimum fee per plan of $500. Annual maximum fee per plan of $5,000. 3 - Annual minimum fee per plan of $400. Custodian may also charge fees related to non- standard assets, checks and wire fees outlined in the Custodial Agreement for the Plan. 4820-7833-9064.v2
The Trust Administrator will notify the Employer in writing of any change in the above fee amounts at least 60 days before the effective date of the change. 2.2 Fees for Additional Services. If and to the extent that the Employer requests the Trust Administrator to render services other than those described under this Agreement, such additional services will be compensated separately on terms to be agreed upon between the Trust Administrator and the Employer. 2.3 Pooled Investments. Assets invested by the Trust Administrator under the terms of this Agreement may from time to time be invested in individual securities, or in a proprietary money market mutual fund or local government investment pool (either, a “Pool”). Each Pool is a commingled fund managed by the Trust Administrator. Average daily net assets subject to the fees described in this section shall not take into account any funds invested in the Pool. Expenses of the Pool, including compensation for the Trust Administrator and the Pool custodian, are described in the relevant prospectus or information statement and are paid from the Pool. 3. Expenses3.1 Furnishing of Administrative Services, Office Space, Equipment andPersonnel. The Trust Administrator will furnish at its own expense all necessary administrative services, office space, equipment, clerical personnel, telephone and other communication facilities, investment advisory facilities, and executive and supervisory personnel required to perform the services under this Agreement, inclusive of reasonable costs required to attend meetings with the Employer. 3.2 Expenses of Employer’s Account. Except as otherwise provided in this Agreement, Employer agrees to pay all expenses under the Trust incurred by (or allocable to) the Employer’s Account including, without limitation, taxes, expenses (including front- or back-end charges) of an investment fund, fees and expenses of the Account’s independent auditors and legal counsel, insurance premiums, expenses of the Trustee, the keeping of books and accounts, and the allocable costs of the annual Trust accounting described in Section 9.02 of the Trust Agreement. The Trust Administrator will calculate expenses allocable to the Account on a pro-rata basis, or in any other reasonable and equitable manner determined by the Trust Administrator. 4. Payment Terms. At the end of each calendar month, the Trust Administrator willprepare and submit fees and expenses under this Agreement as described in Sections2.1 and 3.2. Except to the extent that the Employer has elected in the AdoptionAgreement to pay such fees and expenses, the Employer authorizes the TrustAdministrator to charge such fees and expenses to the Employer’s Account andauthorizes and instructs the custodian to disburse funds from the Account for thepayment of the fees and expenses. If the Employer has elected in the AdoptionAgreement to pay such fees and expenses the Trust Administrator will prepare andsubmit monthly invoices to the Employer. If the Employer does not fully pay any invoicewithin 15 calendar days after the invoice’s postmark, then the Employer herebyauthorizes the Trust Administrator to charge the unpaid amount to the Account andinstructs the custodian to disburse such amount from the Account for the payment of thefees and expenses. If sufficient funds are not available or cannot for any reason 4820-7833-9064.v2
otherwise be disbursed from the Account, the Trust Administrator will notify the Employer, and the Employer will pay the unpaid amount to the Trust Administrator from other sources within 10 calendar days after receiving the notice. 5. Registered Advisor; Duty of Care. The Trust Administrator hereby represents it is aregistered investment advisor under the Investment Advisers Act of 1940. The TrustAdministrator will immediately notify the Employer if at any time during the term of thisAgreement it is not so registered or if its registration is suspended. The TrustAdministrator agrees to perform its duties and responsibilities under this Agreement withreasonable care. The federal securities laws impose liabilities under certaincircumstances on persons who are required to act in good faith. Nothing herein in anyway constitutes a waiver or limitation of any rights which the Employer, the Trust, or theTrust Administrator may have under any federal securities laws. The Employer herebyauthorizes the Trust Administrator to sign an Internal Revenue Service Form W-9 onbehalf of the Employer and to deliver such form to broker-dealers or others from time totime as required in connection with securities transactions pursuant to this Agreement.6. Trust Administrator’s Other Clients. The Employer understands that the TrustAdministrator performs investment advisory services for various other clients which mayinclude investment companies, commingled trust funds and/or individual portfolios. TheEmployer agrees that the Trust Administrator, in the exercise of its professionaljudgment, may give advice or take action with respect to any of its other clients whichmay differ from advice given or the timing or nature of action taken with respect to theAccount. The Trust Administrator has no obligation to purchase, sell or exchange anysecurity for the Employer solely by reason of the fact that the Trust Administrator, itsprincipals, affiliates, or employees may purchase, sell or exchange such security for theaccount of any other client or for itself or its own accounts.7. Risk Acknowledgment. The Trust Administrator does not guarantee the futureperformance of the Account or any specific level of performance, the success of anyinvestment decision or strategy that the Trust Administrator may use, or the success ofTrust Administrator’s overall management of the Account. The Employer understandsthat investment decisions made for the Employer’s Account by the Trust Administratorare subject to various markets, currencies, economic, political and business risks, andthat those investment decisions will not always be profitable. The Employer understandsthat past performance does not necessarily predict future performance for the Account.The Trust Administrator will manage only the securities, cash and other investments heldin Employer’s Account and in making investment decisions for the Account, the TrustAdministrator will not consider any other securities, cash or other investments owned bythe Employer or any of the Plans. Neither the Trust Administrator nor its officers,directors, agents, employees, and affiliate shall be liable for any losses in the Account,or any loss, cost, indebtedness, or liabilities arising from the Trust Administrator’smanagement of the investments in the Account (together, “Losses”) except for anyLosses that result from an act or omission of the Trust Administrator constituting aviolation of law or an act or omission of the Trust Administrator constituting grossnegligence, willful misfeasance, bad faith or reckless disregard of its obligations underthis Agreement or as otherwise may be provided by law. The Trust Administrator is notresponsible for any loss incurred by reason of any act or omission of the Employer, thecustodian of the Account, a third party manager, any broker-dealer, or any other thirdparty. 4820-7833-9064.v2
8. Term of Agreement.This Agreement will remain in effect until terminated by eitherparty at any time by giving 60 days’ written notice to the other party of its intent toterminate.9. Force Majeure. The Trust Administrator has no liability for any losses arising out of thedelays in performing or inability to perform the services which it renders under thisAgreement which result from events beyond its control, including interruption of thebusiness activities of the Trust Administrator or other financial institutions due to acts ofGod, acts of governmental authority, acts of war, terrorism, civil insurrection, riots, labordifficulties, or any action or inaction of any carrier or utility, or mechanical or othermalfunction.10. Disciplinary Actions. The Trust Administrator will promptly notify the Employer if theTrust Administrator is found to have violated any state or federal securities law orregulation in any criminal action or civil suit in any state or federal court or in anydisciplinary proceeding before the Securities and Exchange Commission or any otherregulatory agency or department of the United States, any registered securitiesexchange, the Financial Industry Regulatory Authority, or any regulatory authority of anyState based upon the performance of services as an investment advisor.11. Confidentiality. The Trust Administrator will not disclose any information relating to thePlans or the Account except to authorized officers of the Employer, the PlanAdministrator the Trustee and third parties retained by the Trust Administrator to performspecific services within this Agreement without the Employer’s consent. The Employerwill not disclose any information relating the Trust to individuals other than authorizedofficers of the Employer and the Plan Administrator, or their respective designees,without the Trust Administrator’s consent.12. Independent Contractor. The Trust Administrator, its employees, officers andrepresentatives, will not be deemed to be employees, agents (except as to the purchaseor sale of securities described in Section 1), partners, servants, and/or joint ventures ofthe Employer or the Account by virtue of this Agreement or any actions or servicesrendered under this Agreement.13. Records. The Trust Administrator will maintain appropriate records of all its activitieshereunder. The Trust Administrator will use its best efforts to provide the Employer witha statement within 60 days following the end of each calendar quarter showing deposits,withdrawals, purchases and sales (or maturities) of investments, earnings receivedduring the quarter, and the value of assets held on the last business day of the calendarquarter, all as provided for in the Trust Agreement, based on the information requestedfrom and furnished to it by the Trustee.14. Ownership of Reports and Documents. The Trust Administrator acknowledges thatthe originals of all correspondence, documents, reports and records produced in thecourse of providing the services pursuant to this Agreement are the property of theEmployer. In the event this Agreement is terminated, the Trust Administrator agrees toprovide such originals to the Employer. The Trust Administrator will not furnish copies ofany such correspondence, documents reports and records to any party other than theEmployer or the Plan Administrator, or their respective designees, or third partiesretained by the Trust Administrator to perform services under this Agreement without theEmployer’s consent. Notwithstanding the preceding provisions of this paragraph, theTrust Administrator is authorized to retain copies of any correspondence, documents, 4820-7833-9064.v2
reports, and records to the extent needed to comply with applicable law, including but not limited to federal securities laws. 15. Trust Administrator’s Disclosure Statement. The Trust Administrator warrants that ithas delivered to the Employer, at least 48 hours prior to the execution of this Agreement,the Trust Administrator’s current Securities and Exchange Commission Form ADV, PartII, including, without limitation, Schedule H thereto (disclosure statement). TheEmployer acknowledges receipt of such disclosure statement at least 48 hours prior tothe execution of this Agreement.16. Amendment. This Agreement shall not be changed, modified, terminated or dischargedin whole or in part, except by an instrument in writing signed by both parties hereto, ortheir respective successors or assigns.17. Successors and Assigns. The provisions of this Agreement are binding on the TrustAdministrator and its respective successors and assigns, provided, however, that therights and obligations of the Trust Administrator may not be assigned without theEmployer’s consent.18. Designees. In accordance with Section 1.18 of the Trust Agreement, the Employer willcertify to the Trust Administrator in writing the persons or entity with the plenary authoritypursuant to applicable state law over the investment and management of the Employer’sPlans or its designee (“Plan Administrator”). The Plan Administrator has the authority toact on behalf of, and to exercise any of the rights of, the Employer under this Agreement.In accordance with Section 6.1(l) of the Trust Agreement, the Trust Administrator maydesignate and engage the services of such agents, representatives, advisors, counsel,accountants and other third parties, including affiliates of the Trust Administrator, anddelegate its authority to perform specified services under this Agreement to such thirdparties. Any such designee shall have the authority to perform the services delegated toit by the Trust Administrator. Any officer of the Trust Administrator has the authority toexercise any of the rights of the Trust Administrator under this Agreement.19. Notice. Written notices required under this Agreement will be sent by regular mail,certified mail, overnight delivery or courier, and will be deemed given when received atthe parties’ respective addresses shown below. Either party must notify the other partyin writing of a change in address.Employer’s Address:City of Riverside3900 Main StreetRiverside, CA 92501Attn: City ManagerTrust Administrator’s Address:Shuster Advisory Group, LLC155 N. Lake Ave, #500Pasadena, CA 91101Attn: Mark Shuster, Managing Member 4820-7833-9064.v2
20. Non-Binding Mediation. In the event of a dispute under this Agreement, any party maygive the other Party written notice of any dispute not resolved in the normal course ofbusiness. In the event that any dispute is not settled within 30 days after written notice,each party agrees to submit to non-binding mediation prior to the commencement ofany legal or administrative proceeding against each other arising out of or relating tothis Agreement, its enforcement or interpretation, or because of an alleged breach,default, or misrepresentation in connection with any of its provisions. If the parties areunable to agree upon an individual to serve as a mediator, they shall each select anattorney or other individual recognized as an approved mediator, and those twoindividuals shall jointly agree upon the selection of a third individual who shall aloneserve as a mediator. The costs of mediation shall be shared equally. If such dispute isnot resolved by such non-binding mediation, the parties shall have the right to resort toany remedies permitted by law. All defenses based on passage of time shall be tolledduring the mediation.21. Applicable Law. This Agreement will be construed, enforced and administeredaccording to the laws of the state of California, without regard to its conflicts of lawprinciples. In the event that either party institutes legal proceedings against the other,venue will lie in any court of competent jurisdiction in the state of California.22. Entire Agreement. This Agreement, including exhibits and any other documentsreferenced herein, constitutes the entire agreement of the parties with respect to thesubject matter of this Agreement, and supersedes all prior negotiations, agreements,and understandings, whether written or oral, with respect thereto.23. Severability. If any provision of this Agreement is held by any court of competentjurisdiction to be invalid or unenforceable, the remaining provisions of the Agreement willcontinue in full force and effect.24. Counterparts. This Agreement may be executed in any number of counterparts and bydifferent parties in separate counterparts, each of which when so executed will bedeemed to be a complete original and all of which together will constitute one and thesame Agreement.IN WITNESS WHEREOF, the parties hereto have caused this Agreement to beexecuted by their authorized officers on the date set forth in the first paragraph of this Agreement. [SIGNATURES ON THE FOLLOWING PAGE] 4820-7833-9064.v2
TRUST ADMINISTRATOR:SHUSTER ADVISORY GROUP, LLCBy: Mark ShusterEMPLOYER:CITY OF RIVERSIDE By: Its: Managing MemberIts: Date: Date:EMPLOYER:CITY OF RIVERSIDEAttest:Its: Date:EMPLOYER:CITY OF RIVERSIDEBy: Edward EnriquezIts: Chief Financial OfficerDate:EMPLOYER:CITY OF RIVERSIDEBy: Sean B. MurphyIts: Deputy City AttorneyDate:
INVESTMENT ADVISOR AGREEMENT MULTIPLE EMPLOYER OPEB/PENSION 115 TRUST This agreement (“Agreement”) is entered into between Shuster Advisory Group, LLC (“SHUSTER”), a California limited liability company, and City of Riverside (“EMPLOYER”) as further identified on Appendix A., as the responsible plan fiduciary for the Plans as further identified in Appendix A, desires to engage SHUSTER to provide the services described in this Agreement according to the terms of this Agreement. 1.Fiduciary Authority. The account for which SHUSTER is providing investment advisory service is part of amultiple employer trust intended to qualify as a tax-exempt trust of a state or political subdivision thereof for anessential governmental function within the meaning of Section 115 of the Code and any regulations issuedthereunder and the EMPLOYER has fiduciary authority with respect to the account for the employer.2.Term.The term of this Agreement will commence“Effective Date”.3.Services.SHUSTER agrees to perform the Fiduciary Services described in Appendix B.4.Fees.(A) The compensation, direct and indirect, of SHUSTER for the performance of the Services is described inAppendix C.5.Fiduciary Status: Limitations on Functions.EMPLOYER acknowledges that:(A) In performing the Fiduciary Services, SHUSTER is acting as an investment fiduciary of the Plan and as aregistered investment advisor under the Investment Advisers Act of 1940.(B) In performing Fiduciary Services, SHUSTER does not act as, nor has SHUSTER agreed to assume the dutiesof, a trustee or the Plan Administrator, and SHUSTER has no discretion or responsibility to interpret thePlan documents, to determine eligibility or participation under the Plan, or to take any other action withrespect to the management, administration or any other aspect of the Plan.(C) SHUSTER does not provide legal or tax advice.(D) Investments are subject to various market, political, currency, economic, and business risks, and may notalways be profitable. As a result, SHUSTER does not and cannot guarantee financial results.(E) SHUSTER may, by reason of performing services for other EMPLOYERs, from time to time acquireconfidential information. EMPLOYER acknowledges and agrees that SHUSTER is unable to divulge to theEMPLOYER or any other party, or to act upon, any such confidential information with respect to itsperformance of this Agreement.(F) SHUSTER is entitled to rely upon all information provided to SHUSTER (whether financial or otherwise)from reputable third parties or by EMPLOYER, EMPLOYER’s representatives or third-party serviceproviders to EMPLOYER, the Plan or SHUSTER, without independent verification. EMPLOYER agreesto promptly notify SHUSTER in writing of any material change in the financial and other informationprovided to SHUSTER and to promptly provide any such additional information as may be reasonablyrequested by SHUSTER.(G) EMPLOYER understands that SHUSTER: (i) may perform other services for other clients, (ii) may chargea different fee for other clients, and (iii) may give advice and take action that is different for each client evenwhen retirement plans are similar.
(H) SHUSTER has no responsibility to provide any services related to assets not included in the SHUSTERinvestment portfolio or purchased directly by Client. Such assets shall be referred to collectively as “ExcludedAssets.” The Excluded Assets shall be disregarded in determining the Fees payable to SHUSTER pursuant tothis Agreement, and the Fees shall be calculated only on the remaining assets (the “Included Assets”).6.Representations of EMPLOYER.EMPLOYER represents and warrants as follows:(A) It is the responsible plan fiduciary for the control and/or management of the assets of the Plan, and for theselection and monitoring of service providers for the Plan. SHUSTER is entitled to rely upon this statementuntil notified in writing to the contrary.(B) The person signing the Agreement on behalf of EMPLOYER has all necessary authority to do so.(C) The execution of this Agreement and the performance thereof is within the scope of the investmentauthority authorized by the governing instrument and/or applicable laws. The signatory on behalf ofEMPLOYER represents that the execution of the Agreement has been duly authorized by appropriate actionand agrees to provide such supporting documentation as may be reasonably required by SHUSTER.(D) The Plan and related Trust permit payment of fees out of Plan assets. EMPLOYER has determined thatthe fees charged by SHUSTER are reasonable and are the obligation of the Plan; however, if EMPLOYERdesires, it may pay the fees directly, rather than with Plan assets.7.Representation of SHUSTER. SHUSTER represents as follows:(A) SHUSTER is registered as an investment adviser (“RIA”) under the Investment Advisers Act of 1940.(B) The person signing this agreement on behalf SHUSTER has the power and authority to enter into andperform this Agreement.(C) SHUSTER agrees to take reasonable steps to protect Private Participant Information and PlanInvestment Data in its possession;SHUSTER is not responsible for the assessment of systems and procedures of third parties forthe protection of plan and participant data;SHUSTER is not responsible for the actions by or the failure to act by EMPLOYER, by otherservice providers, or by Plan participants to protect Data;SHUSTER shall have no liability in the event of a Data breach or a violation of participantprivacy rights (under the California Consumer Privacy Act or otherwise) unless said breach isthe direct result of negligence, recklessness, or willful misconduct of an employee ofSHUSTER.8.Standard of Care. SHUSTER will perform the Fiduciary Services described in Appendix B to the Plan inaccordance with the standard of care of the prudent man rule set forth in ERISA Section 404(a)(1)(B).9.Termination. Either party may terminate this Agreement upon 30 days prior written notice to the other party.Such termination will not, however, affect the liabilities or obligations of the parties arising from transactionsinitiated prior to such termination, and such liabilities and obligations (together with the provisions of section 8,17, and 18) shall survive any expiration or termination of this Agreement. Upon termination, SHUSTER will haveno further obligation under this Agreement to act or advise EMPLOYER with respect to services under thisAgreement.10.Receipt of Disclosure and Consent to Electronic Delivery. EMPLOYER acknowledges receipt andundertakes to review and consider the disclosures made by SHUSTER (including in this Agreement, the Form
ADV Part 2 and SHUSTER Privacy Policy), in particular the portions related to services, compensation, and potential conflicts of interest, as well as the remainder of the disclosures concerning, among other matters, background information such as educational and business history, business practices such as the types of advisory services provided, the methods of securities analysis used, and the like. Further, EMPLOYER consents to electronic delivery (via email or other generally accepted method) of current and future distributions of SHUSTER’s Form ADV Part 2 and Privacy Policy. Consent to electronic delivery may be canceled at any time by sending a written request to SHUSTER. 11.Notices. Any and all notices required or permitted under this Agreement shall be in writing and shall be sufficientin all respects if (i) delivered personally, (ii) mailed by registered or certified mail, return receipt requested andpostage prepaid, or (iii) sent via a nationally recognized overnight courier service to the EMPLOYER’s addresslisted on Appendix A and SHUSTER’s address, 155 N. Lake Ave, Ste. 500, Pasadena, CA 91101, or such otheraddress as any party shall have designed by notice in writing to the other party.12.Assignability. This Agreement is not assignable by either Party hereto without the prior written consent of theother Party.13.Effect. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respectiveheirs, successors, survivors, administrators and assigns.14.Entire Understanding and Modification. This Agreement constitutes and contains the entire understandingbetween the parties and supersedes all prior oral or written statements dealing with the subject matter herein. ThisAgreement can be amended or modified by the written consent of the Parties.15.Severability. If any one or more of the provisions of this Agreement shall, for any reason, be illegal or invalid,such illegality or invalidity shall not affect any other provision of this Agreement and this Agreement shall beenforced as if such illegal or invalid provision had not been contained herein.16.Headings. All headings used herein are for ease of reference only and in no way shall be construed as interpreting,decreasing or enlarging the provisions of this Agreement.17.Applicable Law; Forum. The laws of the State of California shall govern this Agreement in all respects, includingbut not limited to the construction and enforcement thereof, unless otherwise preempted or superseded by federallaw.18.Non-Binding Mediation. In the event of a dispute under this Agreement, any party may give the other Partywritten notice of any dispute not resolved in the normal course of business. In the event that any dispute is notsettled within 30 days after written notice, each party agrees to submit to non-binding mediation prior to thecommencement of any legal or administrative proceeding against each other arising out of or relating to thisAgreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation inconnection with any of its provisions. If the parties are unable to agree upon an individual to serve as a mediator,they shall each select an attorney or other individual recognized as an approved mediator, and those twoindividuals shall jointly agree upon the selection of a third individual who shall alone serve as a mediator. Thecosts of mediation shall be shared equally. If such a dispute is not resolved by such non-binding mediation, theparties shall have the right to resort to any remedies permitted by law. All defenses based on passage of time shallbe tolled during the mediation.19.Amendment Process. The Agreement may be modified, by written agreement of both EMPLOYER andSHUSTER.
20.Waiver of Limitation.Nothing in this Agreement shall in any way constitute a waiver or limitation of any rightswhich EMPLOYER or Plan or any other party may have under federal or state securities laws.This Agreement constitutes both an agreement between the parties and a disclosure statement. The Parties have caused this Agreement to be executed by their duly authorized officers as of the date set forth above. This Agreement shall not be binding on SHUSTER or the EMPLOYER until each has accepted it, in writing, as indicated by their signatures below. [SIGNATURES ON THE FOLLOWING PAGE]
EMPLOYER:CITY OF RIVERSIDESHUSTER ADVISORY GROUP, LLCBy: By: Mark ShusterIts: Its: Managing MemberDate: Date:EMPLOYER: CITY OF RIVERSIDEAttest: Its: Date:EMPLOYER:CITY OF RIVERSIDEBy: Edward EnriquezIts: Chief Financial OfficerDate:EMPLOYER: CITY OF RIVERSIDEBy: Sean B. MurphyIts: Deputy City AttorneyDate:
APPENDIX A – EMPLOYER/PLAN SPONSOR - PLAN INFORMATION EMPLOYER/Plan SponsorCity of RiversideTax ID#XXXXPlan Name 1 City of Riverside Pension Stabilization Trust Account Type of Plan OPEB PlanPension PlanOther:Plan Name 2Type of Plan OPEB Plan Pension PlanOther:Plan Name 3 Type of PlanOPEB Plan Pension PlanOther:Plan Name 4Type of Plan OPEB Plan Pension PlanOther:Plan Name 5Type of PlanOPEB Plan Pension PlanOther:Mailing Address3900 Main StreetCity RiversideState CAZip Code 92501 Phone951-826-5972Email (for purposes of notice/electronic delivery)[email protected] Legal Address(Same as Mailing Address)City State Zip Code
APPENDIX B – FIDUCIARY SERVICES SHUSTER will perform the following fiduciary services: 1.Development of an Investment Policy Statement (IPS). The IPS establishes the investment policies andobjectives for the Plan(s) as well as the criteria and standards for selecting and monitoring the investments.The EMPLOYER shall have the ultimate responsibility and authority to establish such policies and objectivesand to adopt the investment policy statement.2.Consistent with the Investment Policy Statement, SHUSTER will select the initial investment options withinthe Plan(s).3.SHUSTER will periodically review the investments within the Plan(s) and shall be responsible for makingadditions/deletions thereto.4.SHUSTER will provide periodic investment advisory reports that document consistency of fund managementand performance to the guidelines set forth in the IPS, and to make recommendations to maintain, or removeand replace investment options. Reports to include: Market Overview, In-Depth Portfolio Summary, PlanAsset Allocation Analysis and Fund Performance Comparison to the Index.5.Meet with EMPLOYER on a periodic basis to discuss reports and recommendations.6.Annually review the IPS with the EMPLOYER to ensure it continues to meet the EMPLOYER’s needs.LIMITATIONS ON FIDUCIARY SERVICESSHUSTER shall not be responsible or liable for the recommendations of or services rendered by anyone other than SHUSTER. The ability to perform the above services is contingent upon the rules, policies, processes, and responsiveness to our requests for information of EMPLOYER, Plan Sponsor, Custodian, and Trustee.
APPENDIX C - FEE SCHEDULE1. SHUSTER will not receive any other compensation, direct or indirect, for its services under this agreement. IfSHUSTER receives any other compensation for Services, SHUSTER will disclose the amount of suchcompensation, the services provided for such compensation, the payer of such compensation, and a descriptionof SHUSTER’s arrangement with the payer to the EMPLOYER and will offset that compensation against itsstated fees.2. All fees are billed in arrears.3. The initial fee will be the amount, prorated for the number of days included in the initial billing period from theeffective payment start date.4. If this Agreement is terminated prior to the end of a billing period, SHUSTER shall be entitled to a fee, proratedfor the number of days in the billing period prior to the effective date of termination.5. All fees will be due and payable within 30 days and are payable to “Shuster Advisory Group, LLC”6. The annual fee for services shall be as follows:Beginning with the effective date of this Agreement, the annual fee for service shall be 0.06% (6 basis points) per annum, charged as 0.005% monthly to all included assets in each Plan as of the date of the calculation. Fees will be deducted from Plan assets and will be paid to SHUSTER by the Trust/Custodian for the Plan(s). At SHUSTER’s discretion the billing period described above may be adjusted to quarterly.
EXHIBIT “B” COMPENSATIONFees. For all services provided by the Consultant under this Agreement and the Trustee under the Trust Agreement, the following annual fees will apply: Trust Administration Fees (Trust Admin Agreement)1: 0.01% Trustee Fees (Trust Adoption Agreement)2: 0.02% Custodial Asset Based Fee (Custodial Agreement)3: 0.01% Investment Advisory Fees (Investment Advisory Agmt.): 0.06% Fees will be collected quarterly other than the Investment Advisory Fee which will be collected monthly. The total compensation is not to exceed 0.10% (10 basis points) per annum during the initial term. 1 - Will convert to a flat dollar fee after the end of contract year-3 based on the highest year-end balance of the first 3 contract years. 2 - Annual minimum fee per plan of $500. Annual maximum is $5,000 3 - Annual minimum fee per plan of $400. Custodian may also charge fees related to non- standard assets, checks and wire fees outlined in the Custodial Agreement for the Plan. The Consultant will notify the City in writing of any change in the above fee amounts at least 60 days before the effective date of the change. Consultant will provide City with a statement of account itemizing fees to be collected, pursuant to the terms of this Exhibit, to the address set forth in Section 4 of the Agreement. City authorizes such payments be made out of the 115 Pension Trust Fund Account.
EXHIBIT “C”KEY PERSONNELName Title Tenure Phone Email Mark Shuster Founder, Managing Member 37 years 626.578.3433 [email protected] JoAnn Parrino Member, CCO & Senior Consultant24 years 626.578.3429 [email protected]