HomeMy Public PortalAbout063-2018 - Umbaugh - Accounting Support SoftwareAT
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PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT made and entered into this -"day of A&// , 2018, and
referred to as Contract No. 63-2018 b and between the City of Richmond Indiana a
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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 I. STATEMENT AND SUBJECT OF WORK
City hereby retains Contractor to provide professional consulting and advisory services in
connection with financial software conversion for the City of Richmond Finance Department.
The proposal of Contractor is attached hereto as Exhibit "A", which Exhibit is dated March 20,
2018, consists of ten (10) 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."
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 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.
Contract No. 63-2018
Page 1 of 6
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 Eight Thousand Dollars and
Zero Cents ($8,000.00) for complete and satisfactory performance of this Agreement.
SECTION IV. TERM OF AGREEMENT
This Agreement shall be effective when signed by all parties and shall continue in effect until
March 1, 2019.
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
nothing contained in this Agreement shall be construed as rendering the Contractor liable for acts
Page 2 of 6
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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
r
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 A 0, 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
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: g1wVt �Zc�
Vicki Robinson, President
By:
Richard Foore, Member 17
oster, II, Member
Date: 11 l2 —1
APPROVE]
Date: ( 3 b
"CONTRACTOR"
H.J. UMBAUGH & ASSOCIATES
8365 Keystone ossing, Suite 300
Indianis 46240-2687
Daniel A. Hedden, Partner
Date: 91zzl)y
Page 6 of 6
Honorable Dave Snow, Mayor
Ms. Beth Fields, Controller
Re: Richmond (Indiana) Proposed Financial Advisory and Accounting Services — Software Conversion
March 20, 2018
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. 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 Proeram
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).
�EXHIEIT R PAGE rL OFF
UMBAUGH
H- J. Umbaugh & Associates
. o,k iad Puhlc Accourctants. LLP
t
March 20, 2018
Honorable Dave Snow, Mayor
Ms. Beth Fields, Controller
City of Richmond
50 North 5th Street
Richmond, IN 47374
Re: Richmond (Indiana) Proposed Financial Advisory and Accounting Services — Software Conversion
Dear Mayor Snow and Ms. Fields:
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.
EXHIBIT. PAGE _�__OF�
Honorable Dave Snow, Mayor
Ms. Beth Fields, Controller
Re: Richmond (Indiana) Proposed Financial Advisory and Accounting Services — Software Conversion
March 20, 2018
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.
Municinal Advisor Reeistration
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.
Mediation Provision
The Client and the Firm agree that if any dispute (other than our efforts to collect any outstanding invoice(s))
arises out of or relates to this engagement, or any prior engagement we may have performed for you, and
if the dispute cannot be settled through informal negotiation, the parties agree first to try in good faith to
settle the dispute by mediation administered by the American Arbitration Association under its Commercial
Mediation Procedures (or such other administrator or rules as the parties may mutually agree) before
resorting to litigation. The parties agree to engage in the mediation process in good faith once a written
request to mediate has been given by any party to the engagement. Any mediation initiated as a result of
this engagement shall take place in Indianapolis, Indiana, or such other location as the parties may mutually
agree. If the parties are unable to mutually agree on the selection of a mediator, the mediator shall be
determined in accordance with the American Arbitration Association's Commercial Mediation Procedures.
The results of any such mediation shall be binding only upon a written settlement agreement executed by
each party to be bound. Each party shall bear its own costs and fees, including attorneys' fees and expenses,
in connection with the mediation. The costs of the mediation, including without limitation the mediator's
fees and expenses, shall be shared equally by the participating parties. Any ensuing litigation shall be
initiated and maintained exclusively before any state or federal court having appropriate subject matter
jurisdiction located in Indianapolis, Indiana.
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.
' XHIRIT J� PAGE 3 OF 10
Honorable Dave Snow, Mayor
Ms. Beth Fields, Controller
Re: Richmond (Indiana) Proposed Financial Advisory and Accounting Services — Software Conversion
March 20, 2018
Page 4
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 & Associates
Certified Public A ountants, LLP
Daniel A. Hedden, Partner
The undersigned hereby acknowledges and agrees to the foregoing letter of engagement.
City of Richmond, Indiana
EXHIBIT PAGE OF-_
Date: By:
EXHIBIT PAGE L ► OF
Exhibit A
Services Provided
SOFTWARE CONVERSION
ENGAGEMENT OBJECTIVES
The engagement's objectives are to assist the Client to implement a computerized accounting software
system (the "System") that will meet the present and anticipated accounting and reporting needs of the
Client. The implementation of the new System will include professional services related to support
installation, setup, and training. Firm will provide professional assistance to develop the chart of accounts,
design software controls, develop management and external reporting and supplement training related to
the new System.
SCOPE OF SERVICES — (CONSULTING SERVICES)
Conversion Preparation
Firm procedures will include extensive analysis and documentation of the current accounting
system through past experience with the Client, interviews with Client staff, review of Client
accounting records, review of Client reporting requirements, discussions with management, and
other procedures that Firm may deem necessary in the circumstances.
During the evaluation, Firm will document the Client's unique accounting system requirements for
use as a basis to assist with the implementation of the Client's new System.
Implementation and Testine
Firm will provide assistance to plan the implementation of the new System. Firm will recommend
the steps necessary to successfully install the new System and support Client staff in assembling
the necessary setup information and accounting data used in the installation process.
Firm support will emphasize transaction entry and posting, monthly and year-end reporting
procedures, monthly and year-end closing procedures, and periodic backup procedures. Firm will
provide support and training assistance to Client throughout the installation process.
Upon completion, Firm will help test the System to assure that it is functioning as intended and is
producing accurate financial reports based on the information input by Client. Firm will work with
representatives of the new System to resolve accounting and reporting issues to the satisfaction of
the Client.
EXHIBIT _0�- PAGE OF1Q
Exhibit A
Services Provided (cont'd)
The engagement's nature will demand significant involvement by the accounting personnel of the
Client. The engagement's ultimate success depends primarily on Client personnel and the effort contributed
toward the new System's implementation. Finn will assist the Client, but in order to achieve a smooth and
successful implementation, the Client should be prepared to assist with, complete and/or provide the
following:
Conversion Preparation
• Document all weaknesses and deficiencies with the current accounting system. Document all
desired improvements.
• Ensure that key management and accounting staff are available for interviews without
interruption.
• Assemble examples of forms, reports, and statements used for tracking revenue and expense
information. Indicate any desired improvements on these forms and reports.
Implementation and Training
• Attend training as necessary.
• Study accounting software literature and read manuals before training begins.
• Order the necessary software and hardware.
• Document all existing banking relationships and document relationships between bank
accounts and funds.
• Assemble the complete chart of accounts depicting all desired accounts and departments. Make
any modifications, if necessary.
• Assemble an up-to-date trial balance depicting current balances for all accounts as of the
effective conversion date.
• Assemble a complete listing of all vendors, including amounts outstanding, addresses, phone
numbers, retainage percentages, vendor terms, vendor classes (if any), and other necessary
vendor information. The total amounts outstanding on the vendor listing should agree with the
total accounts payable on the trial balance schedule.
,u�a!� PAGE 5JDj
Exhibit A
Services Provided (cont'd)
• Assemble a complete listing of all jobs in progress, detailing costs to date by phase, budgets (if
desired), and other necessary job information. The total amount of the jobs in progress on the
job listing should agree with the total on the trial balance.
• Include a complete listing of all customers, detailing outstanding amounts receivable, billing
addresses, phone numbers, and other necessary information. The total amounts of accounts
receivable on this listing should agree with the total accounts receivable on the trial balance
schedule.
• Include a copy of the financial statement formats the Client desires for both the internal
management needs and external reporting requirements, as well as other financial reports.
• Make personnel available to enter the setup information and financial data.
• Make personnel available to discuss existing processes and, if necessary, to develop new
processes for key operational and management tasks (payroll, cash receipts, accounts payable,
capital assets etc).
• Provide bank reconciliations as of the conversion date.
• Fully participate in vendor provided training.
• Document new policies and procedures to ensure the ability for ongoing training of existing
and new personnel.
• Analyze month end financial information in the new accounting system to ensure accuracy.
• Develop procedures to ensure that monthly bank reconciliations in the new accounting system
no later than the 15'h of the ensuing month.
• Develop policy for ongoing user training and participation in vendor provided user forums.
EXHIBIT [�A- PA.G ZbFJD=11
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. For planning purposes, each 50 hours of professional services
will result in fees of approximately $11,000 to $15,000.
Standard Hourly Rates by Job Classification
1/l/2018
Partners / Principals
$240.00
to $550.00
Managers
$200.00
to $325.00
Senior Consultants
$150.00
to $250.00
Consultants
$135.00
to $200.00
Municipal Bond Disclosure Specialists $120.00 to $190.00
Support Personnel $110.00 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.
EXHiBiT N PAGE % OF )0
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 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.
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.
EXHIBIT J-� PAGE �OF�Q
Exhibit C
Disclosure Statement of Municipal Advisor (cont'd)
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.
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/cizi-bin/browse-edgar?action= etg company&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.
PART D — Rule G-10: Investor and Municipal Advisory Client Education and Protection
MSRB Rule G-10 requires that municipal advisors to notify their clients of the availability of a client
brochure on the MSRB's website that provides information on the processes for filing a client complaint.
Accordingly, the Firm sets out below the required information.
I. The Firm is registered as a Municipal Advisor with the Securities and Exchange Commission (867-
00278) and the Municipal Securities Rulemaking Board (K0171).
II. The website address for the Municipal Securities Rulemaking Board is www.msrb.org.
III. The website for the Municipal Securities Rulemaking Board has a link to a brochure that describes (i)
the protections that may be provided by the Municipal Securities Rulemaking Board rules and (ii)
describes how to file a complaint with an appropriate regulatory authority.
'.��� IT _�,-. PAGE 0 OF1¢_