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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 Page 3of6 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 am Printed: Aft M. S Title: Partner Dated: s � �7 /I Q IPAL Q� RICy v _ fib R NP 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'° �oti�1 ILti C� J� � A n.�n�►•ti. (px�nied:name) c 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: c a� 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 % } c , r9 @ 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