CSA KNN Public Finance 03012022 (2)

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Consulting Services Agreement between City of San Leandro and KNN Public Finance Exhibit B – Page 1 of 1 EXHIBIT B COMPENSATION SCHEDULE AND REIMBURSEMENT EXPENSES I. General Advisory and Pre-Transaction Services (Hourly) For on-call financial advisory (e.g., policy development, new project analysis, debt capacity studies, etc.) and pre-transaction services (e.g., development of cash-flow model, preparation of a plan of finance, analysis of alternative financing approaches, presentations to staff and Council, etc.), the Consultant will be paid based on hourly rates. The Consultant hourly fees are provided in the table below – subject to escalation by 3% a year on each annual anniversary of the Agreement. Title Hourly Fee* Managing Director $345 Director $315 Vice President $275 Assistant Vice President $255 Associate $230 Analyst $205 * Subject to annual increases not-to-exceed 3% a year with written approval from the City. II. Debt Issuance Services (Fixed Fee – Contingent on Bond Sale) The City shall pay Consultant a fixed transaction fee for debt issuance services. This fee shall be paid solely from bond proceeds (i.e., cost of issuance) and payment is contingent on the successful closing the bonds. See EXHIBIT E for disclosure regarding contingent compensation. The City and the Consultant will negotiate fixed transaction fees at the time the plan of finance for the debt issuance or other financing is known. The fixed transaction fee is based on factors that impact complexity and time commitments, such as bond structure, number of series or proj ects financed, nature of pledged assets, credit structure, interest rate mode, the method of sale and the frequency with which the issuer has recently accessed the market. The Consultant will provide fee comparables from other similar transactions that the consultant has served as financial advisor. For transactions that occur during the term of the Agreement between the City and the Consultant, the basis of compensation shall be set forth in an Amendment to the Agreement, in advance of the transaction. Such Amendment may be subject to City Council approval along with the City Council approval of the financing. Consultant shall not be entitled to any compensation for debt issuance services until such amendment is approved and executed. Reimbursable Expenses Consultant may seek reimbursement only for limited number of out-of-pocket expenses, such as conference call services, color copying and statistical data obtained from outside sources. Such costs should be minimal and must be pre-approved by the City. DocuSign Envelope ID: FE79E270-FE62-41BA-BAA6-72B6426025DC