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HomeMy Public PortalAbout135-2017 - Umbaugh - Accounting support servicesPROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT made and entered into this day of 2017, and referred to as Contract No. 135-2017, by and between the City of Richmond, Indiana, a municipal corporation acting by and through its Board of Public Works and Safety (hereinafter referred to as the "City") and H.J. Umbaugh & Associates, 8365 Keystone Crossing, Suite 300, Indianapolis, Indiana, 46240-2687 (hereinafter referred to as the "Contractor"). SECTION 1. STATEMENT AND SUBJECT OF WORK City hereby retains Contractor to provide professional accounting support services for the City of Richmond Finance Department. The proposal of Contractor is attached hereto as Exhibit "A", which Exhibit is dated June 22, 2017, consists of eleven (11) pages, and is hereby incorporated by reference and made a part of this Agreement. Contractor shall perform all work and provide all services described on Exhibit "A .55 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. Contractor shall perform all work herein in a timely manner, conforming to all applicable professional standards. The Contractor shall furnish all labor, material, equipment, and services necessary for the proper completion of all work specified. 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. SECTION 11. 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. Contract No. 135-2017 Page 1 of 6 4 C] SECTION III. COMPENSATION City shall pay Contractor at the rates listed within Contractor's proposal for performing all work described herein in a satisfactory and proper manner. The total amount paid to Contractor for performance of this Agreement shall not exceed the total amount of Thirty-eight Thousand Seven Hundred Dollars and Zero Cents ($38,700.00) for complete and satisfactory performance of this Agreement. SECTION IV. TERM OF AGREEMENT This Agreement shall be effective as of January 1, 2017, and shall continue in effect until March 1, 2018. 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 five (5) 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; 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 which may arise from the Contractor's conduct or performance of this Agreement, either intentionally or negligently; provided, however, that Page 2 of 6 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 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 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 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 $1,000,000 each aggregate F. Malpractice/Errors & Omissions Insurance $1,000,000 each occurrence $2,000,000 each 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. Page 3 of 6 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 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 VIII. 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: 1. 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 Page 4 of 6 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; 3. 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 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. 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. Page 5 of 6 In the event of any breach of this Agreement by Contractor, and in addition to any other damages or remedies, Contractor shall be liable for all costs incurred by City in its efforts to enforce this Agreement, including but not limited to, City's reasonable attorney's fees. 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 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 Public Works and Safety By: Vicki Robinson, President R By: Richard Foore, Member Anthony L. Foster, II, Member Date: /t/)—Z -/ / APPROV�Iid M. S ow Mayor Date: "CONTRACTOR" H.J. UMBAUGH & ASSOCIATES 8365 Keystone Crossing, Suite 300 Indian is 46240-2687 Daniel A. Hedden, Partner Date: I A V1 I —+ Page 6 of 6 UMBAUGH H. I Umbaugh & Associates Certified Public Accountants, LLP 8365 Keystone Crossing Suite 300 June 22, 2017 Indianapolis. IN 46240-2687 Phone: 317-465-1500 Fax: 317-465-1550 www.umbaugh.com Honorable Dave Snow, Mayor City of Richmond 50 North 5th Street Richmond, IN 47374 Re: Proposed Financial Advisory and Accounting Services Dear Mayor Snow: Thank you for requesting that H.J. Umbaugh & Associates, Certified Public Accountants, LLP (the "Firm") provide to the City of Richmond, Indiana (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. Honorable Dave Snow, Mayor City of Richmond Re: Proposed Financial Advisory and Accounting Services June 22, 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). Honorable Dave Snow, Mayor City of Richmond Re: Proposed Financial Advisory and Accounting Services June 22, 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 Firm 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 City of Richmond, Indiana. Very truly yours, H.J. Umbaugh & c ates Certified Pub AccAntants, LLP I: I:1 The undersigned hereby acknowledges and agrees to the foregoing letter of engagement. Date: City of Richmond, Indiana LO EPIT 0;7 1 Exhibit A Services Provided Scope of Services The Client anticipates the need to retain the services of the Firm to serve as Financial Consultants to the Client. The Client desires to retain the Firni on an as -needed basis throughout the term of this agreement and anticipates the services to be for accounting and reporting assistance. Article I. Accounting and Reporting Support (Consulting Services) Provide as needed and ongoing support for accounting and reporting systems. A. Provide as needed support for accounting and reporting processes related to the computerized accounting system modules of the Client as detailed below: 1. General Ledger; 2. Check Reconciliation; 3. Accounts Payable; 4. Cash Collection; 5. Payroll; 6. Reporting; and 7. Other (as necessary) B. Provide as needed support for accounting and reporting processes for the Client as detailed below: 1. Cash and investments management; 2. Bond issues and other debt; 3. Property taxes; 4. Excise taxes; 5. Other operating revenues; 6. Personnel services; 7. Supplies; 8. Other services and charges; 9. Capital outlays; 10. Other disbursements; 11. Non -financial activity; and 12. Other accounting and reporting processes (as necessary) C. Support services will be directed by the Client based on the scope and nature of the event. Firm's services include: 1. On -site support up to four days per year; 2. Telephone support as needed; 3. E-mail support as needed; 4. Written communication as needed; and 5. Remote support via Internet as needed Exhibit A Services Provided (cont'd) Article II. Annual Report as Required by the State Board of Accounts (Consulting Services) Assist the Client with the completion of the Gateway Annual Report (on a cash basis). A. Client will provide the Firm with access to a detailed trial balance and any supporting schedules the Firm requires. B. Client will provide the Firm with access to all supporting documentation for Grants to include local project name, federal program title, federal agency, pass through agency, CFDA Number, award name, award number, grant type, local fund number, grant receipts, grant disbursements, amount provided to sub -recipients, amount of loans outstanding, amount of non -cash assistance for the year and amount of insurance in effect for the year. C. Client will provide the Firm with access to capital asset addition and deletions for the reporting year. D. Client will provide the Firm with access to information on all outstanding leases including the lessor, description of the lease, annual lease payment, beginning date of lease and ending date of lease. E. Client will provide the Firm with access to information on financial assistance to non -governmental entities including the name, federal tax identification number, address, contact information, source of funding, amount of funding and type of entity. F. Client will provide the Firm with access to information necessary to complete the reporting requirements for Public Official Surety Bonds including position, type, name, amount of bond and term. G. Client will complete the Risk Assessment questionnaire: Assist Client to upload supporting documentation for the risk assessment questionnaire. ii. Assist with other parts as needed, but not in lieu of management control. H. Data upload into Gateway: Assist Client to download text files in accordance with Gateway reporting requirements, as applicable. ii. Assist Client to upload text files into Gateway, as applicable. iii. Assist Client to generate data totals for manual entry into Gateway, as applicable. I. Assist Client to tie beginning balances to prior Gateway Annual Report. Exhibit A Services Provided (cont'd) J. Assist Client to tie receipts, disbursements and ending balances to current year financial information. K. Assist Client to analyze that transfers in equal transfers out. L. Assist Client to compute receivables and payables as of December 31. M. Assist Client to complete debt service reporting. N. Assist Client to complete pension reporting, as necessary. Exhibit B Fees Based upon the scope and nature of this work, our experience performing similar work for other clients and in an effort to give the Client a means for budgetary control, we propose that we would complete our assigned tasks as indicated below. Should our assigned tasks exceed the amount estimated below; we will notify the Client and seek further authorization to continue with the engagement. Article I Accounting and Reporting Support Not to Exceed $2,600 per month Article II Annual Report as Required by the State Board of Accounts Not to Exceed $7,500 Standard Hourly Rates by Job Classification 1/1/2017 Senior Partners $375.00 to $550.00 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 mileage which will be billed on a separate line item. 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. ), j 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. Affiliate Conflict. UCAS, an affiliate of the Firm (the "Affiliate"), has or is expected to provide certain advice to or on behalf of Client that is directly related to the Firm's activities within the Scope of Services under this Agreement. In particular, providing advice to Client regarding investment of bond proceeds. The Affiliate's business with Client could create an incentive for the Firm to recommend to Client a course of action designed to increase the level of Client's business activities with the Affiliate or to recommend against a course of action that would reduce or eliminate Client's business activities with the Affiliate. In addition to the general mitigations described above, this conflict of interest is mitigated in part by the fact that Client had already engaged the Affiliate prior to engaging the Firm as a municipal advisor, and therefore the Firm as a municipal advisor did not influence this decision. Furthermore, this potential conflict is mitigated by the fact that the Affiliate is subject to its own comprehensive regulatory regime as a registered investment adviser with the Securities and Exchange Commission under the federal Investment Advisers Act. II. Compensation -Based Conflicts. The fees due under this Agreement are in a fixed amount established at the outset of the Agreement. The amount is usually based upon an analysis by Client and the Firm of, among other things, the expected duration and complexity of the transaction and the Scope of Services to be performed by the Firm. This form of compensation presents a potential conflict of interest because, if the transaction requires more work than originally contemplated, the Firm may suffer a loss. Thus, the Firm may recommend less time-consuming alternatives, or fail to do a thorough analysis of alternatives. This conflict of interest is mitigated by the general mitigations described above. 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. v Exhibit C Disclosure Statement of Municipal Advisor (cont'd) III. 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 History 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. 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 sec gov/cgi-bin/browse-edg_ar?action=getcompany&CIK=0001610268. III. Most Recent Change 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 Firm. The Firm will provide Client with any such supplement or amendment as it becomes available throughout the term of the Agreement. v Exhibit D Preparation Accounting Services Our Responsibilities: The objective of our engagement is to prepare financial statements in accordance with accounting principles generally accepted in the United States of America or the cash basis of accounting based on information provided by you. We will conduct our preparation engagement in accordance with the Statements on Standards for Accounting and Review Services (SSARS) promulgated by the Accounting and Review Services Committee of the AICPA and comply with the AICPA's Code of Professional Conduct, including the ethical principles of integrity, objectivity, professional competence, and due care when performing the bookkeeping services or preparing financial statements. We are not required to, and will not, verify the accuracy or completeness of the information you will provide to us for the engagement or otherwise gather evidence for the purpose of expressing an opinion or a conclusion. Accordingly, we will not express an opinion or a conclusion nor provide any assurance on the financial statements. Our engagement cannot be relied upon to identify or disclose any financial statement misstatements, including those caused by fraud or error, or to identify or disclose any wrongdoing within the entity or noncompliance with laws and regulations. We in our sole professional judgement, reserve the right to refuse any procedure or take any action that could be construed as assuming management responsibilities. Your Responsibilities: The engagement to be performed is conducted on the basis that management acknowledges and understands that our role is the preparation of financial statements in accordance with accounting principles generally accepted in the United States of America or in accordance with the cash basis of accounting. Management has the following overall responsibilities that are fundamental to our undertaking the engagement to prepare your financial statements in accordance with SSARS: 1. The selection of the cash basis of accounting or accounting principles generally accepted in the United States of America as the financial reporting framework to be applied in the preparation of the financial statements. 2. The election to omit substantially all disclosures normally included in the financial statements in accordance with the cash basis of accounting or accounting principles generally accepted in the United States of America. 3. The design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the financial statements. 4. The prevention and detection of fraud. 5. To ensure that the Client complies with the laws and regulations applicable to its activities. Exhibit D Preparation Accounting Services (cont'd) 6. The accuracy and completeness of the records, documents, explanations, and other information, including significant judgments, you provide to us for the engagement. i. To provide us with — • access to all information of which you are aware is relevant to the preparation and fair presentation of the financial statements, such as records, documentation, and other matters. • additional information that we may request from you for the purpose of the preparation engagement. • unrestricted access to persons within the Client of whom we determine it necessary to make inquiries. You are also responsible for all management decisions and responsibilities and for designating an individual with suitable skills, knowledge, and experience to oversee our bookkeeping services and the preparation of your financial statements. You are also responsible for evaluating the adequacy and results of the services performed and accepting responsibility for such services. The financial statements may not be accompanied by a report. However, you agree that the financial statements will clearly indicate that no assurance is provided on them. Our Report: As part of our engagement, we may issue a report that will state that we did not audit, review or compile the financial statements and that, accordingly, we do not express an opinion, a conclusion, nor provide any assurance on them. If, for any reason, we are unable to complete the preparation of your financial statements, we will not issue a report on such statements as a result of this engagement. AFFIDAVIT Employment Eligibility Verification Required by Indiana Code § 22-5-1.7-11 1. Contractor affirms that Contractor does not knowingly employ an unauthorized alien. 2. Contractor affirms under the penalties of perjury that it has enrolled and is participating in the E-Verify program. Contractor is not required to participate should the E-Verify program cease to exist. 3. Contractor agrees to provide documentation demonstrating that Contractor has enrolled and is participating in the E-Verify program. 4. HHC may terminate for default if Contractor fails to cure a breach of this provision no later than thirty (30) days after being notified. I affirm, under the penalties for perjury, that the foregoing representations are true. a� r 11/711 Contractor Representative gignature Date UmLq� u Qssx,�s �t5 Z&P Company Name (please print) A 40 V CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) 5/3/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy((es) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Crum -Halsted Agency, Inc. 427 N Kirk Rd Suite 113 Geneva IL 60134 IRJVRCV H J Umbaugh & Associates CPA, LLP 8365 Keystone Crossing Suite 300 Indianapolis IN 46240 1-MMOAt-`CC f CDTICICATF IdIIMMIPO.17/19 CONTACT Janice Glasford-Ivor NAME: y PHONE (630)443-7300 jFAX �A/C, No Ex�_ _-- — _ _ _ _ _ (AIC, No):_ (630)587-9826 ADDRESS: 7 gl as f ordivory@c rumhal s t ed . com INSURERS) AFFORDING COVERAGE NAIC # INSURER A:COntinental Casualty ConTany _-20443 -INSURERB:ValleyForge Ins Co 20508 INSURERC:Continental Insurance Company 35289_ INSURER DAmerican Casualty Co of Reading PA 20427 INSURER E : {T�IL�GT2121IIJ,Iad:� THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. -- ADDL SUER POLICY EFF POLICY EXP I NSR LTRNSI TYPE OF INSURANCE POLICY NUMBER MMIDDIYYYY MMIDD/YYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE TO 500,000 A CLAIMS -MADE XOCCUR _PREMISESS({Ea occurrence)$ _ __ _ _ _ _ 6045548042 5/1/2017 5/1/2018 MED EXP (Any one person) $ 10,000 PERSONAL &ADV INJURY $ 11000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 PRO- X POLICY JECT LOC PRODUCTS - COMP/OP AGG $ 2,000,000 Employee Benefits $ 1MIL/3MIL OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ . JEa accident) 1,000,000 _..... - ANY AUTO BODILY INJURY (Per person) $ B ALL OWNED SCHEDULED 6045548039 5/1/2017 5/1/2018 BODILY INJURY (Per accident) $ AUTOS _ AUTCS - NON -OWNED X $ X HIRED AUTOS AUTOS (Per aac ide tDAMAGE { - $ X UMBRELLA LAB X OCCUR EACH OCCURRENCE S 5,000,000 C EXCESS LIAB CLAIMS -MADE AGGREGATE_ _ $ 5,000,000 DED RETENTION$ 6045548073 5/1/2017 5/1/2018 $ WORKERS COMPENSATION X PER OTH- ER AND EMPLOYERS' LIABILITY YIN _ _STATUTE _ _ ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ 500,000 NIA OFFICER/MEMBER EXCLUDED? D (Mandatory in NH) 6045548056 5/1/2017 5/1/2018 E.L .DISEASE -EA EMPLOYEE _$ _ 500,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 500,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) GEKTIFIGA I I_ HULUtK liN l7liCLLM I IVIN SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Richmond Indiana THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 50 North 5th St ACCORDANCE WITH THE POLICY PROVISIONS. Richmond, IN 47374-4203 AUTHORIZED REPRESENTATIVE T Rosenow, CIC/MELISS� wJ Iwoo-LU-110 M%1%Jr[1./ %Ivr%rvr%m 1IWIN. nu nynw 1...... . ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD NS025 (201401) HJUMBAUGHA SVINE CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 11 /07/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: _ TDC Risk Management PHONE - - - 1"0 Arrowhead Dr (A/C, No, Eat): (419) 794-4724 L __ - FAX No):(419) 794-7571 Maumee, OH 43537 ADDRESS: adminrm a@tdcriskmanagement.com INSURERISLFFORDING COVERAGENAIL 0 - -- -- INSURER A : QBE Insurance Corporation INSURED --- - _ . INSURER B : H. J. Umbaugh & Associates, CPA - 8365 Keystone Crossing _INSURER C : Suite 300 INSURER D : Indianapolis, IN 46240 INSURER E : INSURER F : rr)VFRAr-CC r�C�TICl/�Tr . '—'-"' "—""— ^"'^""`• KrvlblUN 1NUMt3hK: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSIR- - - - LIR TYPE OF INSURANCE ADDL:SUER POLICY NUMBER POLICY EFF POLICY EXP - LIMITS - _ - COMMERCIAL GENERAL LIABILITY ' --'- - .EACH OCCURRENCE $ CLAIMS -MADE OCCUR — _ - DAMAGE TO RENTED — _ -- -- PREMISES-LEa occurrence $ -- - - --- - MED EXP-Any on"erson)_ $ - - - - - --- - PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY JE efLOC PRODUCTS - C_O_M_ P/OP AGG $ OTHER AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT ---- (Ea- accident) _- $ ANY AUTO - - - OWNED SCHEDULED BODILY INJURY (Per person) $ AUTOS ONLY AUTOS BODILY BODILY INJURY JPer accident) $ AUTOS ONLY AUOTOS ONLY PROPERTY DAMAGE . (Per accident) $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS -MADE - - - - - - - --- -- AGGREGATE $ DED RETENTION $ _ - WORKERS COMPENSATION AND EMPLOYERS' LIABILITY PER OTH- STATUTE Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE - - pFFICER/MEMggER EXCLUDED? N / A (Mandatory in NH) E.L. EACH ACCIDENT $ - If yes, describe under � E.L. DISEASE - EA EMPLOYEE $ - --- -. DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ A Professional Liabili JCG02504-01 07/28/2017 07/28/2018 Per Claim/Aggregate 5,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) Retroactive Date: Full Prior Acts SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Richmond Indiana THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 50 North 5th Street ACCORDANCE WITH THE POLICY PROVISIONS. Richmond, IN 47374 AUTHORIZED REPRESENTATIVE M%,VrcU co tarlo/us1 ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD