HomeMy Public PortalAbout048-2017 - Sanitation - Umbaugh - Professional Services for FinancesORIGINAL
AGREEMENT
THIS AGREEMENT made and entered into this day of lit 2017, by
and between the City of Richmond, Indiana, a municipal corporation acting by and through its
Board of Sanitary Commissioners (hereinafter referred to as the "City") and H.J. Umbaugh &
Associates, Certified Public Accountants, LLP, 8365 Keystone Crossing, Suite 300, Indianapolis,
Indiana 46240-2687 (hereinafter referred to as the "Contractor").
SECTION I. STATEMENT AND SUBJECT OF WORK
City hereby retains Contractor to furnish and perform the accounting services necessary in order
to provide City a report meeting the requirements identified in the Indiana Administrative Code
relative to a Financial Assurance Test for the City of Richmond's landfill, known as the New
Paris Pike Landfill. City is required to demonstrate its ability to cover the costs associated with
closure and post -closure of the landfill to Indiana Department of Environmental Management
(IDEM) on an annual basis.
City sent a Request for a Proposal to Contractor seeking its assistance for accounting services to
provide City a report that would meet and satisfy the requirements required by IDEM as set forth
above.
The Professional Services Proposal of Contractor is contained in Exhibit "A", attached with a
letter from Contractor dated February 13, 2017, which letter and all exhibits attached with the
letter thereto, and specifically Exhibit "A", are attached and incorporated herein by reference and
made a part of this Agreement. Contractor shall provide all professional accounting services for
preparing a report meeting the requirements identified in the Indiana Administrative Code relative
to a Finance Assurance Tests for the City's New Paris Pike Landfill. The costs of Contractor's
hourly billing rate are set forth in Exhibit "B", which Exhibit "B" is attached hereto and
incorporated herein by reference and made a part of this Agreement.
Should any provisions, terms, or conditions contained in any of the documents attached hereto as
Exhibits, or in any of the documents incorporated by reference herein, conflict with any of the
provisions, terms, or conditions of this Agreement, this Agreement shall be controlling.
The Contractor shall furnish all personnel and services necessary for the proper completion of all
work specified. Contractor's services shall be performed in accordance with the standard of
professional practice ordinarily exercised by the applicable profession under similar
circumstances at the same time and in the locality where the services are performed. Professional
services are not subject to, and Contractor does not provide, any warranty or guarantee, express or
implied.
No performance of services shall commence until the following has been met:
1. The City is in receipt of any required certificates of insurance;
2. The City is in receipt of any required affidavit signed by Contractor in
accordance with Indiana Code 22-5-1.7-11(a)(2);and
3. A purchase order has been issued by the Purchasing Department.
Contract No. 48-2017
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SECTION II. STATUS OF CONTRACTOR
Contractor shall be deemed to be an independent contractor and is not an employee or agent of
the City of Richmond. The Contractor shall provide, at its own expense, competent supervision
of the work.
SECTION III. COMPENSATION
City shall pay Contractor a sum not to exceed Six Thousand Dollars and Zero Cents ($6,000.00)
for complete and satisfactory performance of the work required hereunder. The monies paid to
Contractor are based upon an hourly fee schedule set forth in Exhibit "B". Contractor shall
submit to City statements or bills monthly.
SECTION IV. TERM OF AGREEMENT
This Agreement shall become effective when signed by all parties and shall continue in effect
until no later than December 31, 2017.
Notwithstanding the term of this Agreement, City may terminate this Agreement in whole or in
part, for cause, at any time by giving at least thirty (30) working days written notice specifying
the effective date and the reasons for termination which shall include but not be limited to the
following:
a. failure, for any reason of the Contractor to fulfill in a timely manner
its obligations under this Agreement;
b. submission of a report, other work product, or advice, whether oral or written, by the
Contractor to the City that is incorrect, incomplete, or does not meet reasonable
professional standards in any material respect, provided that Contractor was notified
in writing of deficiencies, given ten (10) working days to cure deficiencies and
failed to remedy such deficiencies.
c. ineffective or improper use of funds provided under this Agreement;
d. suspension or termination of the grant funding to the City under which this Agreement
is made; or
e. unavailability of sufficient funds to make payment on this Agreement.
In the event of such termination, the City shall be required to make payment for all work
performed prior to the date this Agreement is terminated, but shall be relieved of any other
responsibility herein.
This Agreement may also be terminated, in whole or in part, by mutual Agreement of the parties
by setting forth the reasons for such termination, the effective date, and in the case of partial
termination, the portion to be terminated.
SECTION V. INDEMNIFICATION AND INSURANCE
Contractor agrees to obtain insurance and to indemnify the City for any damage or injury to
person or property or any other claims to the extent caused by Contractor's negligent conduct or
performance or non-performance of this Agreement; provided, however, that nothing contained in
this Agreement shall be construed as rendering the Contractor liable for acts of the City, its
officers, agents, or employees. Contractor shall as a prerequisite to this Agreement, purchase and
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thereafter maintain such insurance as will protect it from the claims set forth below which may
arise out of or result from the Contractor's negligent operations under this Agreement, whether
such operations by the Contractor or by any sub -contractors or by anyone directly or indirectly
employed by any of them, or by anyone for whose acts the Contractor may be held responsible.
Coverage Limits
A. Worker's Compensation & Statutory
Disability Requirements
B. Employer's Liability $100,000
C. Comprehensive General Liability
Section 1. Bodily Injury $1,000,000 each occurrence
$2,000,000 aggregate
Section 2. Property Damage $1,000,000 each occurrence
D. Comprehensive Auto Liability (if applicable)
Section 1. Bodily Injury $1,000,000 each person
$1,000,000 each occurrence
Section 2. Property Damage $1,000,000 each occurrence
E. Comprehensive Umbrella Liability $1,000,000 each occurrence
$2,000,000 each aggregate
F. Errors & Omissions Insurance $1,000,000 per claim
$2,000,000 aggregate
SECTION VI. COMPLIANCE WITH WORKER'S COMPENSATION LAW
Contractor shall comply with all provisions of the Indiana Worker's Compensation law, and shall,
before commencing work under this Agreement, provide the City a certificate of insurance, or a
certificate from the industrial board showing that the Contractor has complied with Indiana Code
Sections 22-3-2-5, 22-3-5-1 and 22-3-5-2. If Contractor is an out of state employer and therefore
subject to another state's worker's compensation law, Contractor may choose to comply with all
provisions of its home state's worker's compensation law and provide the City proof of such
compliance in lieu of complying with the provisions of the Indiana Worker's Compensation Law.
SECTION VII. COMPLIANCE WITH INDIANA E-VERIFY PROGRAM
REQUIREMENTS
Pursuant to Indiana Code 22-5-1.7, Contractor is required to enroll in and verify the work
eligibility status of all newly hired employees of the contractor through the Indiana E-Verify
program. Contractor is not required to verify the work eligibility status of all newly hired
employees of the contractor through the Indiana E-Verify program if the Indiana E-Verify
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program no longer exists. Prior to the performance of this Agreement, Contractor shall
provide to the City its signed Affidavit affirming that Contractor does not knowingly employ
an unauthorized alien in accordance with IC 22-5-1.7-11 (a) (2). In the event Contractor
violates IC 22-5-1.7 the Contractor shall be required to remedy the violation not later than
thirty (30) days after the City notifies the Contractor of the violation. If Contractor fails to
remedy the violation within the thirty (30) day period provided above, the City shall consider
the Contractor to be in breach of this Agreement and this Agreement will be terminated. If
the City determines that terminating this Agreement would be detrimental to the public
interest or public property, the City may allow this Agreement to remain in effect until the
City procures a new contractor. If this Agreement is terminated under this section, then
pursuant to IC 22-5-1.7-13 (c) the Contractor will remain liable to the City for actual
damages.
SECTION VIIL IRAN INVESTMENT ACTIVITIES
Pursuant to Indiana Code (IC) 5-22-16.5, Contractor certifies that Contractor is not engaged
in investment activities in Iran. In the event City determines during the course of this
Agreement that this certification is no longer valid, City shall notify Contractor in writing of
said determination and shall give contractor ninety (90) days within which to respond to the
written notice. In the event Contractor fails to demonstrate to the City that the Contractor has
ceased investment activities in Iran within ninety (90) days after the written notice is given to
the Contractor, the City may proceed with any remedies it may have pursuant to IC 5-22-
16.5. In the event the City determines during the course of this Agreement that this
certification is no longer valid and said determination is not refuted by Contractor in the
manner set forth in IC 5-22-16.5, the City reserves the right to consider the Contractor to be
in breach of this Agreement and terminate the agreement upon the expiration of the ninety
(90) day period set forth above.
SECTION IX. PROHIBITION AGAINST DISCRIMINATION
A. Pursuant to Indiana Code 22-9-1-10, Contractor, any sub -contractor, or any person acting
on behalf of Contractor or any sub -contractor shall not discriminate against any employee
or applicant for employment to be employed in the performance of this Agreement, with
respect to hire, tenure, terms, conditions or privileges of employment or any matter
directly or indirectly related to employment, because of race, religion, color, sex,
disability, national origin, or ancestry.
B. Pursuant to Indiana Code 5-16-6-1, the Contractor agrees:
That in the hiring of employees for the performance of work under this
Agreement of any subcontract hereunder, Contractor, any subcontractor, or any
person acting on behalf of Contractor or any sub -contractor, shall not
discriminate by reason of race, religion, color, sex, national origin or ancestry
against any citizen of the State of Indiana who is qualified and available to
perform the work to which the employment relates;
2. That Contractor, any sub -contractor, or any person action on behalf of Contractor
or any sub -contractor shall in no manner discriminate against or intimidate any
employee hired for the performance of work under this Agreement on account of
race, religion, color, sex, national origin or ancestry;
That there may be deducted from the amount payable to Contractor by the City
under this Agreement, a penalty of five dollars ($5.00) for each person for each
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calendar day during which such person was discriminated against or intimidated
in violation of the provisions of the Agreement; and
4. That this Agreement may be canceled or terminated by the City and all money
due or to become due hereunder may be forfeited, for a second or any subsequent
violation of the terms or conditions of this section of the Agreement.
C. Violation of the terms or conditions of this Agreement relating to discrimination or
intimidation shall be considered a material breach of this Agreement.
SECTION X. RELEASE OF LIABILITY
Contractor hereby agrees to release and hold harmless the City and all officers, employees or
agents of the same from all liability which may arise in the course of Contractor's performance of
its obligations pursuant to this Agreement. The City hereby agrees to release and hold harmless
the Contractor and all officers, employees or agents of the same from all liability which may arise
in the course of City's performance of its obligations pursuant to this Agreement.
SECTION XI. MISCELLANEOUS
This Agreement is personal to the parties hereto and neither party may assign or delegate any of
its rights or obligations hereunder without the prior written consent of the other party. Any such
delegation or assignment, without the prior written consent of the other party, shall be null and
void. This Agreement shall be controlled by and interpreted according to Indiana law and shall
be binding upon the parties, their successors and assigns. This document constitutes the entire
Agreement between the parties, although it may be altered or amended in whole or in part at any
time by filing with the Agreement a written instrument setting forth such changes signed by both
parties. By executing this Agreement the parties agree that this document supersedes any
previous discussion, negotiation, or conversation relating to the subject matter contained herein.
This Agreement may be simultaneously executed in several counterparts, each of which shall be
an original and all of which shall constitute but one and the same instrument.
The parties hereto submit to jurisdiction of the courts of Wayne County, Indiana, and any suit
arising out of this Contract must be filed in said courts. The parties specifically agree that no
arbitration or mediation shall be required prior to the commencement of legal proceedings in said
Courts. By executing this Agreement, Contractor is estopped from bringing suit or any other
action in any alternative forum, venue, or in front of any other tribunal, court, or administrative
body other than the Circuit or Superior Courts of Wayne County, Indiana, regardless of any right
Contractor may have to bring such suit in front of other tribunals or in other venues.
Any person executing this Contract in a representative capacity hereby warrants that he/she has
been duly authorized by his or her principal to execute this Contract.
In the event of any breach of this Agreement by Contractor, and in addition to any remedies,
Contractor shall be liable for costs incurred by City in its efforts to enforce this Agreement,
including but not limited to, City's reasonable attorney's fees, to the proportionate extent that
Contractor is determined to be in breach of this Agreement.
In the event that an ambiguity, question of intent, or a need for interpretation of this Agreement
arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption
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or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any
of the provisions of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement at Richmond, Indiana, as of
the day and year first written above, although signatures may be affixed on different dates.
"CITY"
THE CITY OF RICHMOND, INDIANA
by and through its Board of
Sanitary Commissioners
By:
Sue Miller, President
Title: Partner
Date: � � / Date: 7/ 1 -7
� �
APPROVED:
�-i)v-td M. SnoA, lvtaWr
City of Richmo d, Indiana
Date: D q - Z q 7-01?
Page 6 of 6
UMBAUGH
H.1. Umbaugh & Associates
Certified Public Accountants, LLP
8365 Keystone Crossing
Suite 300
Indianapolis, IN 46240-2687
Phone:317-465-1500 February 13, 2017
Fax: 317-465-1550
www. u mba ugh.com
Mr. Elijah W. Welch, P.E., District Engineer
City of Richmond
50 North 51h Street
Richmond, IN 47374-4203
Re: Agreement for Annual Financial Assurance Test —New Paris Landfill
Dear Mr. Welch:
Thank you for requesting that H.J. Umbaugh & Associates, Certified Public Accountants, LLP (the
"Firm") provide to the Richmond Sanitary District (the "Client") those services more fully set forth in
Exhibit A hereto (the "Services").
Fees and Costs
Fees charged for work performed are generally based on hourly rates, as set forth in Exhibit B, for the
time expended, a fixed amount or other arrangement as mutually agreed upon as more appropriate for a
particular matter. Hourly rates for work performed by our professionals vary by individual and reflect the
complexity of the engagement.
Disclosure of Conflicts of Interest with Various Forms of Compensation
The Municipal Securities Rulemaking Board (MSRB) requires us, as your municipal advisor, to provide
written disclosure to you about the actual or potential conflicts of interest presented by various forms of
compensation. Exhibit C sets forth the potential conflicts of interest associated with various forms of
compensation. By signing this letter of engagement, the signee acknowledges that he/she has received
Exhibit C and that he/she has been given the opportunity to raise questions and discuss the matters
contained within the exhibit with the municipal advisor.
Billing Procedures
Normally, you will receive a monthly statement showing fees and costs incurred in the prior month.
Occasionally, we may bill on a less frequent basis if the time involved in the prior month was minimal or
if arrangements are made for the payment of fees from bond proceeds. The account balance is due and
payable on receipt of the statement. Once our representation has been concluded or terminated, a final
billing will be sent to you. If requested to provide an estimate of our fees for a given matter, we will
endeavor in good faith to provide our best estimate, but unless there is a mutual agreement to a fixed fee,
the actual fees incurred on any project may be less than or exceed the estimate. Any questions or errors in
any fee statement should be brought to our attention in writing within sixty (60) days of the billing date.
Termination
Both the Client and the Firm have the right to terminate the engagement at any time after reasonable
advance written notice. On termination, all fees and charges incurred prior to termination shall be paid
promptly. Unless otherwise agreed to by the Client and the Firm, the scope of services provided in
Exhibit A will terminate 60 days after completion of the services in each Article.
EXHIBIT 'A' - Page 1 of 8
Mr. Elijah W. Welch, P.E., District Engineer
City of Richmond
Re: Agreement for Annual Financial Assurance Test — New Paris Landfill
February 13, 2017
Page 2
Accountants' Opinion
In performing our engagement, we will be relying on the accuracy and reliability of information provided
by Client personnel. The services provided may include financial advisory services, consulting services,
and accounting report services such as compilation, preparation, and agreed upon procedures reports.
Please see Exhibit A and Exhibit D. We will not audit, review, or examine the information. Please also
note that our engagement cannot be relied on to disclose errors, fraud, or other illegal acts that may exist.
However, we will inform you of any material errors and any evidence or information that comes to our
attention during the performance of our procedures that fraud may have occurred. In addition, we will
report to you any evidence or information that comes to our attention during the performance of our
procedures regarding illegal acts that may have occurred, unless they are clearly inconsequential. We
have no responsibility to identify and communicate significant deficiencies or material weaknesses in
your internal control as part of this engagement.
The procedures we perform in our engagement will be heavily influenced by the representations that we
receive from Client personnel. Accordingly, false representations could cause material errors to go
undetected. The Client, therefore, agrees to indemnify and hold us harmless for any liability and all
reasonable costs (including legal fees) that we may incur in connection with claims based upon our failure
to detect material errors resulting from false representations made to us by any Client personnel and our
failure to provide an acceptable level of service due to those false representations.
The responsibility for auditing the records of the Client rests with the Indiana State Board of Accounts
and the work performed by the Firm shall not include an audit or review of the records or the expression
of an opinion on financial data.
Client Responsibilities
It is understood that the Firm will serve in an advisory capacity with the Client. The Client is responsible
for management decisions and functions, and for designating an individual with suitable skill, knowledge
or experience to oversee the services we provide. The Client is responsible for evaluating adequacy and
results of the services performed and accepting responsibility for such services. The Client is responsible
for establishing and maintaining internal controls, including monitoring ongoing activities.
Additional Services
Exhibit A sets forth the scope of the Services to be provided by the Firm. From time to time, additional
services may be requested by the Client beyond the scope of Exhibit A. The Firm may provide these
additional services and be paid at the Firm's customary fees and costs for such services. In the
alternative, the Firm and the Client may complete a revised and supplemented Exhibit A to set forth the
additional services (including revised fees and costs, as needed) to be provided. In either event, the terms
and conditions of this letter shall remain in effect.
E-Verify Program
The Firm participates in the E-Verify program. For the purpose of this paragraph, the E-Verify program
means the electronic verification of the work authorization program of the Illegal Immigration Reform
and Immigration Responsibility Act of 1996 (P.L. 104-208), Division C, Title IV, s.401(a), as amended,
operated by the United States Department of Homeland Security or a successor work authorization
program designated by the United States Department of Homeland Security or other federal agency
authorized to verify the work authorization status of newly hired employees under the Immigration
Reform and Control Act of 1986 (P.L. 99-603). The Firm does not employ any "unauthorized aliens" as
that term is defined in 8 U.S.C. 1324a(h)(3).
EXHIBIT 'A' - Page 2 of 8
Mr. Elijah W. Welch, P.E., District Engineer
City of Richmond
Re: Agreement for Annual Financial Assurance Test —New Paris Landfill
February 13, 2017
Page 3
Investments
The Firm certifies that pursuant to Indiana Code 5-22-16.5 et seq. the Firm is not now engaged in
investment activities in Iran. The Firm understands that providing a false certification could result in the
fines, penalties, and civil action listed in I.C. 5-22-16.5-14.
Municipal Advisor Registration
The Firm is a Municipal Advisor registered with the Securities and Exchange Commission and the
Municipal Securities Rulemaking Board. As such, the Finn is providing certain specific municipal
advisory services to the Client. The Firm is neither a placement agent to the Client nor a broker/dealer.
The offer and sale of any Bonds shall be made by the Client, in the sole discretion of the Client, and under
its control and supervision. The Client agrees that the Firm does not undertake to sell or attempt to sell the
Bonds, and will take no part in the sale thereof.
Other Financial Industry Activities and Affiliations
Umbaugh Cash Advisory Services, LLC ("UCAS") is a wholly -owned subsidiary of the Firm. UCAS is
registered as an investment adviser with the Securities and Exchange Commission under the federal
Investment Advisers Act. UCAS provides non -discretionary investment advice with the purpose of
helping clients create and maintain a disciplined approach to investing their funds prudently and
effectively. UCAS may provide advisory services to the clients of the Firm.
UCAS has no other activities or arrangements that are material to its advisory business or its clients with
a related person who is a broker -dealer, an investment company, other investment adviser or financial
planner, bank, law firm or other financial entity.
If the foregoing accurately represents the basis upon which we may provide Services to the Client, we ask
that you execute this letter, in the space provided below setting forth your agreement. Execution of this
letter can be performed in counterparts each of which will be deemed an original and all of which together
will constitute the same document.
If you have any questions, please let us know. We appreciate this opportunity to be of service to you and
the Richmond Sanitary District.
Very truly yours,
H.J. Umbaugh & Associates
Certified P4Kc Accountants, LLP
Partner
The undersigned hereby acknowledges and agrees to the foregoing letter of engagement.
Richmond Sanitary District
Date: By:
EXHIBIT 'A' - Page 3 of 8
Exhibit A
Services Provided
Scope of Services
The Firm agrees to furnish and perform the agreed -upon procedures accounting services necessary in
order to provide to the Client a report meeting the requirements identified in the Indiana Administrative
Code relative to a Financial Assurance Test for the City of Richmond's landfill which was closed in 2007.
Article I. Preliminary Financial Plannins
Gather historical financial information for the City of Richmond for the prior year,
including the landfill operations. Also obtain copies of State Board of Accounts audits
and any available bond rating reports for the City of Richmond and landfill.
Obtain information from City of Richmond representatives, landfill operator, and/or
consulting engineers in terms of estimated capital and operating costs for closure and
post -closure activities. Gather any other relevant information required to address the
Financial Assurance Test requirements as outlined in the Administrative Code.
Article II. Financial Plan and Financial Assurance Test Development
Utilizing the historical financial and operational data gathered from representatives of the
City of Richmond, make the financial calculations and determine the relevant ratios as
required by the Administrative Code to meet the Financial Assurance Test requirements.
Meet with the City of Richmond representatives to review the reports and answer any
questions.
Article III. Approval of Financial Assurance Test and submission to IDEM
Finalize the report in regard to the Financial Assurance Test requirements for
submission to the City of Richmond to be utilized by the City of Richmond in execution
of the Financial Assurance Test and submission to IDEM.
EXHIBIT 'A' - Page 4 of 8
Exhibit B
Fees
The Firm's fees for services set forth in Exhibit A will be billed at the Firm's standard billing rates based
upon the actual time and expenses incurred and will not exceed Six Thousand Dollars ($6,000) without
further authorization from the Client.
Standard Hourly Rates by Job Classification
1/1/2017
Partners / Principals $275.00 to $475.00
Managers $190.00 to $325.00
Consultants $130.00 to $250.00
Municipal Bond Disclosure Specialists $120.00 to $195.00
Support Personnel $105.00 to $150.00
• Billing rates are subject to change periodically due to changing requirements and economic
conditions. Actual fees will be based upon experience of the staff assigned and the complexity
of the engagement.
The above fees shall include all expenses incurred by the Firm with the exception of expenses incurred
for travel, if any, outside the State of Indiana. No such expenses will be incurred without the prior
authorization of the Client. The fees do not include the charges of other entities such as rating agencies,
bond and official statement printers, couriers, newspapers, bond insurance companies, bond counsel and
local counsel, and electronic bidding services, including Parity®. Coordination of the printing and
distribution of Official Statements or any other Offering Document are to be reimbursed by the Client
based upon the time and expense for such services.
EXHIBIT 'A' - Page 5 of 8
Exhibit C
Disclosure Statement of Municipal Advisor
PART A — Disclosures of Conflicts of Interest
MSRB Rule G-42 requires that municipal advisors provide to their clients disclosures relating to any
actual or potential material conflicts of interest, including certain categories of potential conflicts of
interest identified in Rule G-42, if applicable. If no such material conflicts of interest are known to exist
based on the exercise of reasonable diligence by the municipal advisor, municipal advisors are required to
provide a written statement to that effect.
Material Conflicts of Interest — The Firm makes the disclosures set forth below with respect to material
conflicts of interest in connection with the Scope of Services under this Agreement, together with
explanations of how the Firm addresses or intends to manage or mitigate each conflict.
General Mitigations — As general mitigations of the Firm's conflicts, with respect to all of the conflicts
disclosed below, the Firm mitigates such conflicts through its adherence to its fiduciary duty to Client,
which includes a duty of loyalty to Client in performing all municipal advisory activities for Client. This
duty of loyalty obligates the Firm to deal honestly and with the utmost good faith with Client and to act in
Client's best interests without regard to the Firm's financial or other interests. The disclosures below
describe, as applicable, any additional mitigations that may be relevant with respect to any specific
conflict disclosed below.
Compensation -Based Conflicts. The fees due under this Agreement are based on hourly fees of the
Firm's personnel, with the aggregate amount equaling the number of hours worked by such personnel
times an agreed -upon hourly billing rate. This form of compensation presents a potential conflict of
interest if Client and the Firm do not agree on a reasonable maximum amount at the outset of the
engagement, because the Firm does not have a financial incentive to recommend alternatives that
would result in fewer hours worked. This conflict of interest is mitigated by the general mitigations
described above.
II. Other Municipal Advisor Relationships. The Firm serves a wide variety of other clients that may
from time to time have interests that could have a direct or indirect impact on the interests of Client.
For example, the Firm serves as municipal advisor to other municipal advisory clients and, in such
cases, owes a regulatory duty to such other clients just as it does to Client under this Agreement.
These other clients may, from time to time and depending on the specific circumstances, have
competing interests, such as accessing the new issue market with the most advantageous timing and
with limited competition at the time of the offering. In acting in the interests of its various clients, the
Firm could potentially face a conflict of interest arising from these competing client interests. This
conflict of interest is mitigated by the general mitigations described above.
PART B — Disclosures of Information Regarding Legal Events and Disciplinary Histo
MSRB Rule G-42 requires that municipal advisors provide to their clients certain disclosures of legal or
disciplinary events material to its client's evaluation of the municipal advisor or the integrity of the
municipal advisor's management or advisory personnel.
Accordingly, the Firm sets out below required disclosures and related information in connection with
such disclosures.
I. Material Legal or Disciplinary Event. There are no legal or disciplinary events that are material to
Client's evaluation of the Firm or the integrity of the Firm's management or advisory personnel
disclosed, or that should be disclosed, on any Form MA or Form MA -I filed with the SEC.
EXHIBIT 'A' - Page 6 of 8
Exhibit C
Disclosure Statement of Municipal Advisor (cont'd)
II, How to Access Form MA and Form MA -I Filings. The Firm's most recent Form MA and each
most recent Form MA -I filed with the SEC are available on the SEC's EDGAR system at
http://www.see.gov/cgi-bin/browse-edgar?action= etcg ompany&CIK=0001610268,
III. Most Recent Chanze in Legal or Disciplinary Event Disclosure. The Firm has not made any
material legal or disciplinary event disclosures on Form MA or any Form MA -I filed with the SEC.
PART C — Future Supplemental Disclosures
As required by MSRB Rule G-42, this Disclosure Statement may be supplemented or amended, from time
to time as needed, to reflect changed circumstances resulting in new conflicts of interest or changes in the
conflicts of interest described above, or to provide updated information with regard to any legal or
disciplinary events of the Finn. The Firm will provide Client with any such supplement or amendment as
it becomes available throughout the term of the Agreement.
EXHIBIT 'A' - Page 7 of 8
Exhibit D
Applyiniz Agreed -Upon Procedures Accountiniz Services
Our engagement to apply agreed -upon procedures will be conducted in accordance with attestation
standards established by the American Institute of Certified Public Accountants. The sufficiency of
the procedures is solely the responsibility of those parties specified in the report and we will require
an acknowledgment in writing of that responsibility. Consequently, we make no representation
regarding the sufficiency of the procedures either for the purpose for which the agreed -upon
procedures report has been requested or for any other purpose.
Because the agreed -upon procedures do not constitute an examination or review, we will not express
an opinion or conclusion in our report. In addition, we have no obligation to perform any procedures
beyond those listed in the procedures letter.
We will issue a written report upon completion of our engagement that lists the procedures
performed and our findings. Our report will be addressed to the Client and other specified parties and
should not be used by anyone other than these specified parties. Our report will contain a paragraph
indicating that had we performed additional procedures, other matters might have come to our attention
that would have been reported to you.
EXHIBIT 'A' - Page 8 of 8
Exhibit B
Fees
The Firm's fees for services set forth in Exhibit A will be billed at the Firm's standard billing rates based
upon the actual time and expenses incurred and will not exceed Six Thousand Dollars ($6,000) without
further authorization from the Client.
Standard Hourly Rates by Job Classification
1/1/2017
Partners / Principals $275.00 to $475.00
Managers $190.00 to $325.00
Consultants $130.00 to $250.00
Municipal Bond Disclosure Specialists $120.00 to $195.00
Support Personnel $105.00 to $150.00
Billing rates are subject to change periodically due to changing requirements and economic
conditions. Actual fees will be based upon experience of the staff assigned and the complexity
of the engagement.
The above fees shall include all expenses incurred by the Firm with the exception of expenses incurred
for travel, if any, outside the State of Indiana. No such expenses will be incurred without the prior
authorization of the Client. The fees do not include the charges of other entities such as rating agencies,
bond and official statement printers, couriers, newspapers, bond insurance companies, bond counsel and
local counsel, and electronic bidding services, including Parity®. Coordination of the printing and
distribution of Official Statements or any other Offering Document are to be reimbursed by the Client
based upon the time and expense for such services.
EXHIBIT 'B' - Page 1 of 1