HomeMy Public PortalAbout064-2019 - Sanitary - Baker Tilly - Accounting Services.Jr
AGREEMENT
THIS AGREEMENT made and entered into this 1-7 day of IVI 141 . 2019, by and
between the City of Richmond, Indiana, a municipal corporation acting by and through its Board
of Sanitary Commissioners, 50 North 5' Street, Richmond, Indiana 47374 (hereinafter referred to
as the "City"), and Baker Tilly Municipal Advisors, LLC, 8365 Keystone Crossing, Suite 300,
Indianapolis, Indiana 46240 (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 on April 4, 2019, 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. City's Proposal is set forth in Exhibit "A", which Exhibit "A" is
attached hereto and incorporated herein by reference and made a part of this Agreement.
The Professional Services Proposal of Contractor, dated April 19, 2019, is contained in Exhibit
"B", attached with a letter from Contractor dated April 19, 2019, which letter and all exhibits
attached with the letter thereto, and specifically Exhibit "B", 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".
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.
Page 1 of 6
Contract No. 64-2019
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.
SECTION IV. TERM OF AGREEMENT
This Agreement shall become effective when signed by all of the parties hereto, but -retroactive to
January 1, 2019, and shall continue in .effect until "and including December 31, 2019, but with an
option to renew by City at the rates set forth above in Exhibit. "B" for year 2020 through
December 31, 2020 and also with an option to renew by City for the rates set forth above in
Exhibit "B" for year 2021 through December 31, 2021. City must notify Contractor of City's
option to renew by no later than October 31 st of 2019 for calendar year 2020 and by no later than
October 31, 2020 for.calendar year 2021.
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 (3.0). working days written notice specifying
the effective date and the reasons for termination which shall include but not be limited to the
f6llowing:
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
Page 2 of 6
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
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 $1 KOM
C. Comprehensive General Liability
Section 1. Bodily Injury $1,000,000 each occurrence
$2,000,000 aggregate
Section 2. Property Damage $15000,000 each occurrence
D. Comprehensive Auto Liability (if applicable)
Section 1. Bodily Injury $1,000,000 each person
$1,0.00,000 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 INDI ANA E-VERIFY PROGRAM
REOUIREMENTS
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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--
I6.5. 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- 1.6.5, 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 subcontractor 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 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
Page 4of6
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 ($ S . o D) 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. 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,
Page 5of6
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
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
r-xman Bakshi, Vice President
Gre ens, Member
Dated: "r9 �
APPROVED: �-
avid M. Sno or
City of Richmo d, Indiana
Date:C)5 Lo (I'?
Page 6 of 6
"CONTRACTOW
BAKE TI LY M
ADVIS RS, �LC
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Printed: Aft M. S
Title: Partner
Dated: s � �7 /I Q
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CITY OF R1'CHMOND
DEPARTMENT OF SANITATION
2380 LIBERTY AVENLTE•RICHMOND, INDIANA 47374
PHONE (765) 983-7450+FAX (765) 962 2669
DAVID M. SNOW
Mayor
BRYAN J. ERVIN
Director
April 4; 2019
H.T. Umb augh &.Associates
Attn: Trent Gerbers
83 65. Keystone Crossing
Suite 300
Indianapolis, IN 46240
Re: Request for Proposals —New Paris Pike Landfill Financial Assurance Test
Mr. Gerbers,
The Richmond Sanitary District wishes 'to have you -provide a proposal which shall include
pricing and a scope for services similar to what has been provided hi the past (e.g. Richmond
Contract 75-2018). These services shall be for the annual financial assurance test relating to the
New Paris Pike Landfill and our ability to self -insure closure and post -closure activities as
required by IDEM. The contract would be for work in the calendar year 2019 and include two
(2) options to renew for -additional one (I.) year terms.
The Richmond Sanitary District will require insurance from you in the amounts listed on the
attached sheet and a copy of a signed E-verify affidavit before a new contract could be issued.
I would like to have your' proposal submitted electronically (_email) to me by no later than Spin
Monday, April I5, 2019.
If you have any questions, please contact me at (765) 983-7483 or by e-mail at
ewelcli rlch:inondiridiana.goW.
Sincerely,
Elijah W. welch, P.E.
District Engineer
CC: Darren Duncan
Bryan Ervin
Emily Palmer
Attachments
Appendix'A' - Page 1 of 3
Insurance Coverage Requirements
A.
B.
C.
w
E.
F.
Coverage
Limits
Worker's Compensation &
Statutory
Disability Requirements
Employer's Liability
$1002000
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
Comprehensive Auto Liability
Section I. Bodily.Injury
$1,000,000 each person
$1,000;000 each occurrence
Section 2. Property Damage
$1,000,000 each occurrence
Comprehensive Umbrella Liability
$1,000,000 each occurrence
$2,000,000 each aggregate
Malpractice/Errors & Omissions
$1,000,000 per claim
Insurance
$2,000,000 each aggregate
Appendix 'A' - Page 2 of 3
Affidavit of Employment Eligibility verification
The Contractor, , affirms under the penalties of perjury that
Contractor does not knowingly employ an unauthorized alien. If Contractor is self-employed
and does not employ any employees, Contractor vexes he -or she is a United States citizen or
qualified alien.
The Contractor has not knowingly employed or contracted with an unauthorized alien anal shall
not retain an employee or contract nth a person that the Contractor subsequently learns xs an
unauthorized alien. Pursuant to :Indiana Code. 22-5-1.7, Contractor has -enrolled in and erred
the work eligibility status of all newly hired employees of the contractor through the Indiana E-
vex* -pro gram.
The Contractor has required Contractor's subcontractors to certify to the Contractor that the
subcontractor does hot knowingly employ or contract with an unauthorized alien and that the
subcontractor has enrolled and is participating In the E-Verify progpin. The Contractor will
maintain this certification throughout the duration of the term of a contract with a subcontractor.
i hereby verify under the penalty of perjury that the foregoing statement. is true.
Dated this _ day of _ 120 .
(signature)
(printed name)
Appendix 'A' - Page 3 of 3
April 19,' 2019
Mr. Elijah W. welch, P.E., District Engineer
City of Richmond
50 North 51n Street
Richmond, IN 47374--4203
� bakertsi-tty
MUNICIPAL ADVISORS
nomoined with
5pringsted and Umbaugh
Baker Tilly Municipal Advisors, LLC
8365 Keystone Crossing, -Ste 300
Indianapolis, -IN 46240
United States of America
T: +1 (317) 465 1500
F: +1 (317) 465 1550
bakertilly.com
Re: Richmond Sanitary District (Indiana) Proposed Financial Advisory and Accounting _Services
Annual Financial Assurance Test -- New Patis Landfill
Dear Mr. welch:
Thank you for requesting that Baker Tilly Municipal Advisors, LLG (the "Firm") provide to the
Richmond Sanitary District (the "Client") those services more fully set forth in Exhibit A hereto (the
"Services").
nA %�r�n�n
Fees charged for work performed are. generally, based on hourly rates, as set forth in Exhibit B, for the
time expended, a fixed amount & 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.
-B'illina 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.
Appendix 'B' - Page 1 of 12
Mr. Elijah W. Welch; P.E., District Engineer
City of Richmond
Re: Richmond Sanitary District (Indiana) Proposed Financial Advisory -and Accounting Services
Annual Financial Assurance Test — New Paris Landfill
April 19, 2019
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).
Appendix 'B' - Page 2 of 12
Mr. Elijah W. Welch, P.E., District Engineer
City of Richmond
Re: Richmond Sanitary District (Indiana) Proposed Financial Advisory and Accounting Services
Annual Financial Assurance Test --- New Paris Landfill
April 19, 2019
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 Reizistration
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
invoices}) 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
Baker Tilly Investment Services, LLC ("BTIS") is an affiliate of the Firm. BTIS is registered as an
investment adviser with the Securities and Exchange Commission under the federal Investment Advisers
Act. BTIS provides non -discretionary investment advice with the purpose of helping clients create and
maintain a disciplined approach to investing their funds prudently and effectively. BTIS may provide
advisory services to the clients of the Firm.
BTIS 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.
Appendix '& - Page 3 of 12
Mr. El%fah W. welch, P.E., District Engineer
City of Richmond
Re: Richmond Sanitary District (Indiana) Proposed Financial Advisory and Accounting Services
Annual Financial Assurance Test — New Paris Landfill
April 19, 2019
Page 4
On March 1, 2019, H.J. Umbaugh & Associates, Certified Public Accountants, LLP ("Umbaugh")
effected a business combination with Baker Tilly Virchow Krause, LLP, (Chicago, -Illinois), a financial
services and accounting firm ("Umbaugh/Baker Tilly Combination"). Baker Tilly Virchow Krause, LLP
also anticipates combining with Springsted Incorporated, (Saint Paul, Minnesota), a municipal and
management advisory firm, which is expected to become effective the second quarter of 2019.
If you have a uestions, please let us know. we appreciate this opportunity to be of service to you and
the Ric o San' ary Di trict.
VerytruV yd�rs,
BAKER L AL ADVISORS, LLC
By:
John . §4eev artner
The undersigned hereby acknowledges and agrees to the foregoing letter of engagement.
Richmond Sanitary District
Date:
By:
Printed:
Baker Tilly Municipal Advisors, LLC is a registered municipal advisor and wholly -owned subsidiary of Baker Tilly Virchow Krause,
LLP, an accounting firm. Baker Tilly Virchow Krause, LLP trading as Baker Tilly is a member of the global network of Baker Tilly
International Ltd., the members of which are separate and -independent legal entities. 0 2019 Baker Tilly Municipal Advisors, LLC
Appendix'& - Page 4 of 12
Exhibit A
Services Provided
Scope of Services
Article I. Preliminary Financial Planning (Preparation Accounting and Consulting Services
A. Gather historical financial information for the City of Richmond for -the two to three
prior years, including landfill operations.
B. Obtain copies of State Board of Accounts audits and available bond rating reports for
the City and landfill.
C. Discuss with the landfill operator and engineer the useful life of landfill cells
currently utilized and the timing of closure activity.
D. Obtain information from City Representatives, landfill operator, and/or consulting
engineers regarding estimated capital and operating costs for closure and post -closure
activities.
E. -Gather 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 (Preparation Accounting
and Consulting Services)
A. Utilizing the historical and prospective financial _and operational data. gathered from
representatives of the City of Richmond.
B. 'Develop a report for submission to the City of Richmond and its representatives for
review and comment in regard to the Financial Assurance Test requirements.
C. Meet with City of Richmond representatives to review report and answer any
questions.
Article III. Approval of Financial Assurance Test and Submission to IDEM (Agreed -Upon
Procedures Accounting Services}
Finalize reports in regard to the operations of the landfill and the Financial_ Assurance Test
requirements for submission to the City of Richmond to be utilized by the City in execution
of the Financial Assurance Test and submission to Indiana Department of Environmental
Management.
Article Iv. Renewal
This agreement may be renewed annually at the option of the City, for up to two (2)
additional years.
Appendix 'B' - Page 5 of 12
Exhibit B
Fees
The Firm's fees for services set forth in Exhibit A will be Six Thousand Dollars ($6,000).
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 ParityO. - Coordinations 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.
Appendix 'B' - Page 6 of 12
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.
I. 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.
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 Regardinst 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.
Appendix 'B' - Page 7 of 12
Exhibit C
Disclosure Statement of Municipal Advisor (cont'd)
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-1 filed with the SEC.
II. How to Access Form MA and Form MA --I Filin s.. The Firm's most recent Form NiA and each
most recent Form MA -I filed with the SEC are available on the SEC's EDGAR system at
http://www.sec'.izov/cgi-bin/browse-edg;a�r 9.action=getcompaLiy&C1K=00W 616995.
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
00880) and the Municipal Securities Rulemaking Board (K1027).
H. 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.
Appendix 'B' - Page 8 of 12
Exhibit D
Preparation and Agreed Upon -Procedures Accounting Services
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)z 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:
I 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.
Appendix 'B' - Page 9 of 12
Exhibit D
Preparation and Agreed Upon Procedures Accounting Services cont'd
G. The accuracy - and completeness of the records, documents, explanations, and other
information, including significant judgments, you provide to us for the engagement.
7. 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.
Applying Agreed -Upon Procedures Accounting 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.
Appendix 'B' - Page 10 of 12
Affidavit of Employment Eligibility Verification
The ContractQr, . � LTot-Avof rains under the penalties of er that
p p J�
Contractor does not knowingly em Ioy an unauthorized alien. If Contractor is self-employed
and does not employ any employees, Contractor verifies he or she is a United States citizen or
qualified alien,
The Contractor has not_knowingly employed or contracted with an unauthorized alien and shall
not retain an -employee or contract with a person that the Contract -or subsequently learns is an
q y
unauthorized alien. Pursuant to Indiana Code 22--5-1.7. Contractor has enrolled in and -verified
the work eligibility status of all newly hued employees of the contractor throw h the hidiana E-
qq��••�� . g
Ve ri fy prograin.
The Contractor has required Contractor's subcontractors to ce1ti to the Contractor thatthe
subcontiactor dabs .not knowingly employ or contract with -an unauthorized alien and that the
subcontractor has enrolled and is pm-icipating in the E-Verify progx . The Contractor will
:M fain -Us certification throughout the duration of the term of a contract with a subcontractor.
Z h6reb verify under the. penalty' of pe1j.ury that the foregoing statement is t -ae.
Dat d 's ! __-day of 20
(signatureY'°
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Appendix'B' - Page 11 of 12
o CERTIFICATE OF LIABILITY INSURANCE
DATE(MMIDDIYYYY)
03l21/2019
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 1S 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
ADn Disk services Northeast, Inc.
New York NY Office
CONTACT
NAME:
PHONE 312381100 FAX (312) 381-7007
(A/C. No. Ext): (AIC. No.):
E-MAIL
ADDRESS:
one Liberty Plaza
165-Broadway, suite 3201
New York NY 10006 USA
INSURER(S) AFFORDING COVERAGE
NAIC 4
INSURED
INSURER A: The Continental insurance Company
35289
Baker Ti 11 y Muni ci pal Advisors, LLC
INSURER B: National Fi re Ins. Co. of Hartford
20478
Ten Terrace Court
Madison WI 53718--2004 USA
INSURER C.
INSURER D:
INSURER E.
INSURER F:
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T3
L;UVtKA0tS L;tK! It-IL+"Al t NUMt3tK: 0ruuf040/ r r-I Kt=Vjb1L)N NunntSLK:
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 1S SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested
NSR
LTR
TYRE OF INSURANCE
ADS
INSD
SUBR
WVD
POLICY NUMBER
POLICY EFF
MMIDDIYYYY
POLICY E P
MMIDDIYYYY
LIMITS
B
X
COMMERCIAL GENERAL LIABILITY
1 751
EACH OCCURRENCE
$1, 000, 000
CLAIMS
E OCCUR
General Liability
DAMAGE TO RENTED
$1, 000, 000
-MADE
PREMISES Ea occurrence
MED EXP (Any one person)
$ 5 , 000
PERSONAL & ADV INJURY
$1, 000, 000
CD
GEN'LAGGREGATE LIMITAPPLIES PER:
GENERALAGGREGATE
$2 , 000, 000
POLICY ElP� ❑X LOC
PRODUCTS - COMPIOPAGG
$2 , 000, 000
OTHER:
Q
a
�
AUTOMOBILE LIABILITY
COMBINED SINGLE LIMIT
Ea accident
LO
. .
BODILY INJURY ( Per person)
ANY AUTO
Z
BODILY INJURY (Per accident)
OWNED SCHEDULED
G)
AUTOS ONLY AUTOS
HIRED AUTOS NON -OWNED
PROPERTY DAMAGE
Peraccident_
ONLY AUTOS ONLY
d
A
x
6016723001
01/01/2019
01/01/2020
EACH OCCURRENCE
$5 , 000, 000
x
UMBRELLA LIAB
EXCESS LIAB
OCCUR
CLAIMS -MADE
umbrella
AGGREGATE
$510001000
DE❑ RETENTION
WORKERS COMPENSATIONAND
PER STATUTE =osTH-
R
EMPLOYERS' LIABILITY YIN
E.L. EACH ACCIDENT
ANY PROPRIETOR/ PARTNER/ EXECUTIVE
OFFICERIMEMBER EXCLUDED? ❑
(Mandatory in NH)
N I A
E.L. DISEASE -EA EMPLOYEE
If yes, describe under
DESCRIPTION OF OPERATIONS below
E.L. DISEASE -POLICY LIMIT
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
EVldence of Insurance
30 day notice of cancellation except 10 days for non-payment.
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE
POLICY PROVISIONS.
Baker Tilly Municipal Advisors, LLC AUTHORIZED REPRESENTATIVE
,
10 Terrace Court
Madison, WI 53718 USA
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@ 1988-20'15 ACORD CORPORATION. All rights reserved.
ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD
Appendix 'B' - Page 12 of 12