HomeMy Public PortalAbout055-2021 - Finance - Baker Tilley Municipal Advisors, LLC - Accounting Support Services PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT made and entered into this
_ day of 7/I 2021, and
referred to as Contract No. 55-2021, by and between the City f Richmond, Indiana, a
municipal corporation acting by and through its Board of Public Works and Safety (hereinafter
referred to as the "City") and Baker Tilly Municipal Advisors, LLC, 8365 Keystone Crossing,
Suite 300, Indianapolis, Indiana, 46240-2687 (hereinafter referred to as the "Contractor").
SECTION I. STATEMENT AND SUBJECT OF WORK
City hereby retains Contractor to provide professional accounting support services, annual report
services, and budget assistance services for the City of Richmond Finance Department.
The proposal of Contractor is attached hereto as Exhibit "A", which Exhibit is dated March 11,
2021, consists of twelve (12) pages, and is hereby incorporated by reference and made a part of
this Agreement. Contractor shall perform all work and provide all services described on Exhibit
"A"
Should any provisions, terms, or conditions contained in any of the documents attached hereto as
Exhibits, or in any of the documents incorporated by reference herein, conflict with any of the
provisions,terms, or conditions of this Agreement, this Agreement shall be controlling.
Contractor shall perform all work herein in a timely manner, conforming to all applicable
professional standards.
The Contractor shall furnish all labor, material, equipment, and services necessary for the proper
completion of all work specified.
No performance of services shall commence until the following has been met:
1. The City is in receipt of any required certificates of insurance;
2. The City is in receipt of any required affidavit signed by Contractor in
accordance with Indiana Code 22-5-1.7-11(a)(2); and
3. A purchase order has been issued by the Purchasing Department.
SECTION II. STATUS OF CONTRACTOR
Contractor shall be deemed to be an independent contractor and is not an employee or agent of
the City of Richmond. The Contractor shall provide, at its own expense, competent supervision
of the work.
Contract No. 55-2021
Page 1 of 7
i
SECTION III. COMPENSATION
City shall pay Contractor at the rates listed within Contractor's proposal for performing all work
described herein in a satisfactory and proper manner.
SECTION IV. TERM OF AGREEMENT
This Agreement shall be effective when signed by all parties and shall continue in effect until
March 1, 2022.
Notwithstanding the term of this Agreement, City may terminate this Agreement in whole or in
part, for cause, at any time by giving at least five (5) working days written notice specifying the
effective date and the reasons for termination which shall include but not be limited to the
following:
a. failure, for any reason of the Contractor to fulfill in a timely manner
its obligations under this Agreement;
b. submission of a report, other work product, or advice,whether oral or written,by the
Contractor to the City that is incorrect, incomplete, or does not meet reasonable
professional standards in any material respect;
c. ineffective or improper use of funds provided under this Agreement;
d. suspension or termination of the grant funding to the City under which this Agreement
is made; or
e. unavailability of sufficient funds to make payment on this Agreement.
In the event of such termination, the City shall be required to make payment for all work
performed prior to the date this Agreement is terminated, but shall be relieved of any other
responsibility herein.
This Agreement may also be terminated, in whole or in part, by mutual Agreement of the parties
by setting forth the reasons for such termination, the effective date, and in the case of partial
termination,the portion to be terminated.
This Agreement may also be terminated by the City if a force-maj eure event occurs and the
results or aftereffects of said event causes the performance of this Agreement to become
impossible or highly impracticable. Said event or results or aftereffects of said event would
include events or effects which the parties to this Agreement could not have anticipated or
controlled. Examples of a force-majeure event, or its results, would include, but would not be
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limited to, events such as an Act of God, an Act of Nature, an Act of Law, or an Emergency Act
of Executive Enforcement of the Federal government, the State of Indiana, or local government.
SECTION V. INDEMNIFICATION AND INSURANCE
Contractor agrees to obtain insurance and to indemnify the City for any damage or injury to
person or property or any other claims which may arise from the Contractor's conduct or
performance of this Agreement, either intentionally or negligently; provided, however, that
nothing contained in this Agreement shall be construed as rendering the Contractor liable for acts
of the City, its officers, agents, or employees. Contractor shall as a prerequisite to this
Agreement, purchase and thereafter maintain such insurance as will protect it from the claims set
forth below which may arise out of or result from the Contractor's operations under this
Agreement, whether such operations by the Contractor or by any sub-contractors or by anyone
directly or indirectly employed by any of them, or by anyone for whose acts the Contractor may
be held responsible.
Coverage Limits
A. Worker's Compensation& Statutory
Disability Requirements
B. Employer's Liability $100,000
C. Comprehensive General Liability
Section 1. Bodily Injury $1,000,000 each occurrence
$2,000,000 aggregate
Section 2. Property Damage $1,000,000 each occurrence
D. Comprehensive Auto Liability
Section 1. Bodily Injury $1,000,000 each person
$1,000,000 each occurrence
Section 2. Property Damage $1,000,000 each occurrence
E. Comprehensive Umbrella Liability $1,000,000 each occurrence
$1,000,000 each aggregate
F. Malpractice/Errors & Omissions Insurance $1,000,000 each occurrence
$2,000,000 each aggregate
Page 3 of 7
SECTION VI. COMPLIANCE WITH WORKER'S COMPENSATION LAW
Contractor shall comply with all provisions of the Indiana Worker's Compensation law, and
shall, before commencing work under this Agreement, provide the City a certificate of insurance,
or a certificate from the industrial board showing that the Contractor has complied with Indiana
Code Sections 22-3-2-5, 22-3-5-1 and 22-3-5-2. If Contractor is an out of state employer and
therefore subject to another state's worker's compensation law, Contractor may choose to
comply with all provisions of its home state's worker's compensation law and provide the City
proof of such compliance in lieu of complying with the provisions of the Indiana Worker's
Compensation Law.
SECTION VII. COMPLIANCE WITH INDIANA E-VERIFY PROGRAM REQUIREMENTS
Pursuant to Indiana Code 22-5-1.7, Contractor is required to enroll in and verify the work
eligibility status of all newly hired employees of the contractor through the Indiana E-Verify
program. Contractor is not required to verify the work eligibility status of all newly hired
employees of the contractor through the Indiana E-Verify program if the Indiana E-Verify
program no longer exists. Prior to the performance of this Agreement, Contractor shall provide
to the City its signed Affidavit affirming that Contractor does not knowingly employ an
unauthorized alien in accordance with IC 22-5-1.7-11 (a) (2). In the event Contractor violates IC
22-5-1.7 the Contractor shall be required to remedy the violation not later than thirty (30) days
after the City notifies the Contractor of the violation. If Contractor fails to remedy the violation
within the thirty (30) day period provided above, the City shall consider the Contractor to be in
breach of this Agreement and this Agreement will be terminated. If the City determines that
terminating this Agreement would be detrimental to the public interest or public property, the
City may allow this Agreement to remain in effect until the City procures a new contractor. If
this Agreement is terminated under this section, then pursuant to IC 22-5-1.7-13 (c) the
Contractor will remain liable to the City for actual damages.
SECTION VIII. IRAN INVESTMENT ACTIVITIES
Pursuant to Indiana Code (IC) 5-22-16.5, Contractor certifies that Contractor is not engaged in
investment activities in Iran. In the event City determines during the course of this Agreement
that this certification is no longer valid, City shall notify Contractor in writing of said
determination and shall give contractor ninety (90) days within which to respond to the written
notice. In the event Contractor fails to demonstrate to the City that the Contractor has ceased
investment activities in Iran within ninety (90) days after the written notice is given to the
Contractor, the City may proceed with any remedies it may have pursuant to IC 5-22-16.5. In
the event the City determines during the course of this Agreement that this certification is no
longer valid and said determination is not refuted by Contractor in the manner set forth in IC 5-
22-16.5, the City reserves the right to consider the Contractor to be in breach of this Agreement
and terminate the agreement upon the expiration of the ninety (90) day period set forth above.
Page 4 of 7
SECTION IX. PROHIBITION AGAINST DISCRIMINATION
A. Pursuant to Indiana Code 22-9-1-10, Contractor, any sub-contractor, or any person acting
on behalf of Contractor or any sub-contractor shall not discriminate against any employee
or applicant for employment to be employed in the performance of this Agreement, with
respect to hire, tenure, terms, conditions or privileges of employment or any matter
directly or indirectly related to employment, because of race, religion, color, sex,
disability, national origin, or ancestry.
B. Pursuant to Indiana Code 5-16-6-1,the Contractor agrees:
1. That in the hiring of employees for the performance of work under this
Agreement of any subcontract hereunder, Contractor, any subcontractor, or any
person acting on behalf of Contractor or any sub-contractor, shall not discriminate
by reason of race, religion, color, sex, national origin or ancestry against any
citizen of the State of Indiana who is qualified and available to perform the work
to which the employment relates;
2. That Contractor, any sub-contractor, or any person action on behalf of Contractor
or any sub-contractor shall in no manner discriminate against or intimidate any
employee hired for the performance of work under this Agreement on account of
race, religion, color, sex, national origin or ancestry;
3. That there may be deducted from the amount payable to Contractor by the City
under this Agreement, a penalty of five dollars ($5.00) for each person for each
calendar day during which such person was discriminated against or intimidated
in violation of the provisions of the Agreement; and
4. That this Agreement may be canceled or terminated by the City and all money
due or to become due hereunder may be forfeited, for a second or any subsequent
violation of the terms or conditions of this section of the Agreement.
C. Violation of the terms or conditions of this Agreement relating to discrimination or
intimidation shall be considered a material breach of this Agreement.
SECTION X. MISCELLANEOUS
This Agreement is personal to the parties hereto and neither party may assign or delegate any of
its rights or obligations hereunder without the prior written consent of the other party. Any such
delegation or assignment, without the prior written consent of the other party, shall be null and
void. This Agreement shall be controlled by and interpreted according to Indiana law and shall
be binding upon the parties, their successors and assigns. This document constitutes the entire
Agreement between the parties, although it may be altered or amended in whole or in part at any
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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 other damages
or remedies, Contractor shall be liable for all costs incurred by City in its efforts to enforce this
Agreement, including but not limited to, City's reasonable attorney's fees.
[Signature Page to Follow.]
Page 6 of 7
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" "CONTRACTOR"
THE CITY OF RICHMOND, BAKER TILLY
INDIANA by and through its MUNICIPAL ADVISORS, LLC
Board of Public Works and Safety 8365 Keystone Crossing, Suite 300
Indianapolis 46240-2687
gala,BDibxadat/ B Y• Y•
Vicki Robinson,President Daniel A. Hedden,Partner
��
Date:
By: � 2/
Emil Palmer, Member
By:
Matt Evans, Member
APPROVED: /
-- ifH . S or
Date: B V(23/207-
Page7of7
CC bakertilly
Baker Tilly US,LLP
8365 Keystone Crossing,Ste 300
Indianapolis,IN 46240
United States of America
T:+1 (317)465 1500
F:+1 (317)465 1550
bakertilly.com
March 11, 2021
Honorable Dave Snow, Mayor
and Ms. Emily Palmer, Controller
City of Richmond
50 North 5th Street
Richmond, IN 47374
RE: Engagement Letter Agreement Related to Services
This letter agreement (the "Engagement Letter") is to confirm our understanding of the basis upon which
Baker Tilly US, LLP ("Baker Tilly") and its affiliates are being engaged by the City of Richmond, Indiana (the
"Client")to assist the Client with advisory services.
Scope, Objectives and Approach
It is anticipated that projects undertaken in accordance with this Engagement Letter will be at the
request of the Client. The scope of services, additional terms and associated fee for individual
engagements will be contained in a Scope Appendix or Appendices to this Engagement Letter.
Authorization to provide services will commence upon execution and return of this Engagement Letter
and one or more Appendices.
Management's Responsibilities
It is understood that Baker Tilly 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 the 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.
•
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 that Baker Tilly will have no liability 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 ability to provide service according to timelines established and at fees indicated will rely in part
on receiving timely responses from the Client. The Client will provide information and responses to
deliverables within the timeframes established in a Scope Appendix unless subsequently agreed
otherwise in writing.
The responsibility for auditing the records of the Client rests with the Client's separately retained
auditor and the work performed by Baker Tilly shall not include an audit or review of the records or the
expression of an opinion on financial data.
City of Richmond,Indiana Engagement Letter,dated March 11,202I EXHIBIT A PAGE LOF 12- Page 1 of 7
(MSAv20200918) 6
�G bakertilly
Ownership of Intellectual Property
Unless otherwise stated in a specific Scope Appendix, subject to Baker Tilly's rights in Baker Tilly's
Knowledge (as defined below), Client shall own all intellectual property rights in the deliverables
developed under the applicable Scope Appendix or Appendices ("Deliverables"). Notwithstanding the
foregoing, Baker Tilly will maintain all ownership right, title and interest to all Baker Tilly's Knowledge.
For purposes of this Agreement"Baker Tilly's Knowledge" means Baker Tilly's proprietary programs,
modules, products, inventions, designs, data, or other information, including all copyright, patent,
trademark and other intellectual property rights related thereto, that are (1) owned or developed by
Baker Tilly prior to the Effective Date of this Agreement or the applicable Scope Appendix or
Appendices ("Baker Tilly's Preexisting Knowledge") (2) developed or obtained by Baker Tilly after the
Effective Date,that are reusable from client to client and project to project, where Client has not paid
for such development; and(3)extensions, enhancements, or modifications of Baker Tilly's Preexisting
Knowledge which do not include or incorporate Client's confidential information.To the extent that any
Baker Tilly Knowledge is incorporated into the Deliverables, Baker Tilly grants to Client a non-
exclusive, paid up, perpetual royalty-free worldwide license to use such Baker Tilly Knowledge in
connection with the Deliverables, and for no other purpose without the prior written consent of Baker
Tilly. Additionally, Baker Tilly may maintain copies of its work papers for a period of time and for use
in a manner sufficient to satisfy any applicable legal or regulatory requirements for records retention.
The supporting documentation for this engagement, including, but not limited to work papers, is the
property of Baker Tilly and constitutes confidential information.We may have a responsibility to retain
the documentation for a period of time sufficient to satisfy any applicable legal or regulatory
requirements for records retention. If we are required by law, regulation or professional standards to
make certain documentation available to required third parties, the Client hereby authorizes us to do
so.
Timing and Fees
Specific services will commence upon execution and return of a Scope Appendix to this Engagement
Letter and our professional fees will be based on the rates outlined in such Scope Appendix.
Unless otherwise stated, in addition to the fees described in a Scope Appendix the Client will pay all
of Baker Tilly's reasonable out-of-pocket expenses incurred in connection with the engagement. All
out of pocket costs will be passed through at cost and will be in addition to the professional fee.
Dispute Resolution
Except for disputes related to confidentiality or intellectual property rights, all disputes and
controversies between the parties hereto of every kind and nature arising out of or in connection with
this Engagement Letter or the applicable Scope Appendix or Appendices as to the existence,
construction, validity, interpretation or meaning, performance, nonperformance, enforcement,
operation, breach, continuation, or termination of this Agreement or the applicable Scope Appendix or
Appendices as shall be resolved as set forth in this section using the following procedure: In the
unlikely event that differences concerning the services or fees provided by Baker Tilly should arise
that are not resolved by mutual agreement, both parties agree to attempt in good faith to settle the
dispute by engaging in mediation administered by the American Arbitration Association under its
mediation rules for professional accounting and related services disputes before resorting to litigation
or any other dispute resolution procedure. Each party shall bear their own expenses from mediation
and the fees and expenses of the mediator shall be shared equally by the parties. If the dispute is not
resolved by mediation,then the parties agree to expressly waive trial by jury in any judicial proceeding
involving directly or indirectly, any matter(whether sounding in tort, contract, or otherwise) in any way
arising out of, related to, or connected with this Agreement or the applicable Scope Appendix or
Appendices as or the relationship of the parties established hereunder.
City of Richmond,Indiana Engagement Letter,dated March 11,2021 EXHIBIT A PAGE a- OF I a Page 2 of 7
(MSAv20200918) _.
CG bakertilly
Because a breach of any the provisions of this Engagement Letter or the applicable Scope Appendix
or Appendices as concerning confidentiality or intellectual property rights will irreparably harm the non-
breaching party, Client and Baker Tilly agree that if a party breaches any of its obligations thereunder,
the non-breaching party shall,without limiting its other rights or remedies, be entitled to seek equitable
relief(including, but not limited to, injunctive relief) to enforce its rights thereunder, including without
limitation protection of its proprietary rights. The parties agree that the parties need not invoke the
mediation procedures set forth in this section in order to seek injunctive or declaratory relief.
Limitation on Damages
To the extent allowed under applicable law, the aggregate liability (including attorney's fees and all
other costs) of either party and its present or former partners, principals, agents or employees to the
other party related to the services performed under an applicable Scope Appendix or Appendices shall
not exceed the fees paid to Baker Tilly under the applicable Scope Appendix or Appendices to which
the claim relates, except to the extent finally determined to have resulted from the gross negligence,
willful misconduct or fraudulent behavior of the at-fault party.Additionally, in no event shall either party
be liable for any lost profits, lost business opportunity, lost data, consequential, special, incidental,
exemplary or punitive damages, delays or interruptions arising out of or related to this Engagement
Letter or the applicable Scope Appendix or Appendices as even if the other party has been advised of
the possibility of such damages.
Each party recognizes and agrees that the warranty disclaimers and liability and remedy limitations in
this Engagement Letter are material bargained for bases of this Engagement Letter and that they have
been taken into account and reflected in determining the consideration to be given by each party under
this Engagement Letter and in the decision by each party to enter into this Engagement Letter.
The terms of this section shall apply regardless of the nature of any claim asserted (including, but not
limited to, contract, tort or any form of negligence, whether of you, Baker Tilly or others), but these
terms shall not apply to the extent finally determined to be contrary to the applicable law or regulation.
These terms shall also continue to apply after any termination of this Engagement Letter.
You accept and acknowledge that any legal proceedings arising from or in conjunction with the
services provided under this Engagement Letter must be commenced within twelve (12) months after
the performance of the services for which the action is brought,without consideration as to the time of
discovery of any claim.
Other Matters
E-Verifv Program
Baker Tilly 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). Baker Tilly does not employ any
"unauthorized aliens" as that term is defined in 8 U.S.C. 1324a(h)(3).
Investments
Baker Tilly certifies that pursuant to Indiana Code 5-22-16.5 et seq. Baker Tilly is not now engaged in
investment activities in Iran. Baker Tilly understands that providing a false certification could result in
the fines, penalties, and civil action listed in I.C. 5-22-16.5-14.
1EXHIEIT A PAGE 3 OF f 2-
City of Richmond,Indiana Engagement Letter,dated March 11,2021 Page 3 of 7
(MSAv20200918)
bakertilly
Non-Discrimination
Pursuant to Indiana Code §22-9-1-10, Baker Tilly and its subcontractors, if any, shall not discriminate
against any employee or applicant for employment to be employed in the performance of this Engagement
Letter,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, ancestry,
or veteran status. Breach of this covenant may be regarded as a material breach of this Engagement
Letter.
Baker Tilly certifies that, except for de minimis and non-systematic violations, it has not violated the
terms of I.C. 24-4.7, I.C. 24-5-12, or I.C. 24-5-14 in the previous three hundred sixty-five (365) days,
even if I.C. 24-4.7 is preempted by federal law, and that Baker Tilly will not violate the terms of I.C.24-
4.7 for the duration of the Engagement Letter, even if I.C. 24-4.7 is preempted by federal law. Baker
Tilly further certifies that any affiliate or principal of Baker Tilly and any agent acting on behalf of Baker
Tilly or on behalf of any affiliate or principal of Baker Tilly, except for de minimis and non-systematic
violations, has not violated the terms of I.C. 24-4.7 in the previous three hundred sixty-five(365)days,
even if I.C. 24-4.7 is preempted by federal law, and will not violate the terms of I.C. 24-4.7 for the
duration of the Engagement Letter, even if I.C. 24-4.7 is preempted by federal law.
In the event Baker Tilly is requested by the Client; or required by government regulation, subpoena,
or other legal process to produce our engagement working papers or its personnel as witnesses with
respect to its Services rendered for the Client, so long as Baker Tilly is not a party to the proceeding
in which the information is sought, Client will reimburse Baker Tilly for its professional time and
expenses, as well as the fees and legal expenses incurred in responding to such a request.
Neither this Engagement Letter, any claim, nor any rights or licenses granted hereunder may be
assigned, delegated, or subcontracted by either party without the 'written consent of the other party.
Either party may assign and transfer this Engagement Letter to any successor that acquires all or
substantially all of the business or assets of such party by way of merger, consolidation,other business
reorganization, or the sale of interest or assets, provided that the party notifies the other party in writing
of such assignment and the successor agrees in writing to be bound by the terms and conditions of
this Engagement Letter.
In the event that any provision of this Engagement Letter or statement of work contained in a Scope
Appendix hereto is held by a court of competent jurisdiction to be unenforceable because it is invalid
or in conflict with any law of any relevant jurisdiction, the validity of the remaining provisions shall not
be affected, and the rights and obligations of the parties shall be construed and enforced as if the
Engagement Letter or statement of work did not contain the particular provisions held to be
unenforceable. The unenforceable provisions shall be replaced by mutually acceptable provisions
which, being valid, legal and enforceable, come closest to the intention of the parties underlying the
invalid or unenforceable provision. If the Services should become subject to the independence rules
of the U.S. Securities and Exchange Commission with respect to Client, such that any provision of this
Engagement Letter would impair Baker Tilly's independence under its rules, such provision(s)shall be
of no effect.
Termination
Both the Client and Baker Tilly have the right to terminate this Engagement Letter or any work being
done under an individual Scope Appendix 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 Baker Tilly, the scope of services provided in a Scope Appendix will
terminate 60 days after completion of the services in such Appendix.
EXHIBIT$PAGE y OF I a
City of Richmond,Indiana Engagement Letter,dated March 11,2021 Page 4 of 7
(MSAv20200918)
bakertilly
Important Disclosures
Incorporated as Attachment A and part of this Engagement Letter are important disclosures. These
include disclosures that apply generally and those that are applicable in the event Baker Tilly is
engaged to provide municipal advisory services.
This Engagement Letter, including the attached Disclosures as updated from time to time, comprises the
complete and exclusive statement of the agreement between the parties,superseding all proposals,oral or
written, and all other communications between the parties. Both parties acknowledge that work performed
pursuant to the Engagement Letter will be done through Scope Appendices executed and made a part of
this document.
Any rights and duties of the parties that by their nature extend beyond the expiration or termination of this
Engagement Letter shall survive the expiration or termination of this Engagement Letter or any statement
of work contained in a Scope Appendix hereto.
If this Engagement Letter is acceptable, please sign below and return one copy to us for our files.
Sincerely,
e::2;.‘,12,twel2:12
Daniel A. Hedden, Partner
Signature Section:
The terms as set forth in this Engagement Letter are agreed to on behalf of the Client by:
NanlEXHIBIT PAGE OF
Title:
Date:
City of Richmond,Indiana Engagement Letter,dated March 11,2021 EXHIBIT A PAGE._." OF I Page 5 of 7
(MSAv20200918)
Attachment A
Important Disclosures
Non-Exclusive Services
Client acknowledges and agrees that Baker Tilly, including but not limited to Baker Tilly US, LLP, Baker
Tilly Municipal Advisors, LLC, Baker Tilly Capital, LLC, and Baker Tilly Investment Services, LLC, is free
to render municipal advisory and other services to the Client or others and that Baker Tilly does not make
its services available exclusively to the Client.
Affiliated Entities
Baker Tilly US, LLP is an independent member of Baker Tilly International. Baker Tilly International
Limited is an English company. Baker Tilly International provides no professional services to clients. Each
member firm is a separate and independent legal entity and each describes itself as such. Baker Tilly US,
LLP is not Baker Tilly International's agent and does not have the authority to bind Baker Tilly International
or act on Baker Tilly International's behalf. None of Baker Tilly International, Baker Tilly US, LLP,•nor any
of the other member firms of Baker Tilly International has any liability for each other's acts or omissions.
The name Baker Tilly and its associated logo is used under license from Baker Tilly International Limited.
Baker Tilly Investment Services, LLC ("BTIS"), a U.S. Securities and Exchange Commission ("SEC")
registered investment adviser, may provide services to the Client in connection with the investment of
proceeds from an issuance of securities. In such instances, services will be provided under a separate
engagement,for an additional fee. Notwithstanding the foregoing, Baker Tilly may act as solicitor for and
recommend the use of BTIS,but the Client shall be under no obligation to retain BTIS or to otherwise utilize
BTIS relative to Client's investments.The fees paid with respect to investment services are typically based
in part on the size of the issuance proceeds and Baker Tilly may have incentive to recommend larger
financings than would be in the Client's best interest. Baker Tilly will manage and mitigate this potential
conflict of interest by this disclosure of the affiliated entity's relationship, a Solicitation Disclosure
Statement when Client retains BTIS's services and adherence to Baker Tilly's fiduciary duty and/or fair
dealing obligations to the Client.
Baker Tilly Capital, LLC ("BTC") Baker Tilly Capital, LLC ("BTC") is a limited service broker-dealer
specializing in merger and acquisition, capital sourcing, project finance and corporate finance advisory
services. BTC does not participate in any municipal offerings advised on by its affiliate Baker Tilly
Municipal Advisors. Any services provided to Client by BTC would be done so under a separate
engagement for an additional fee.
Baker Tilly Municipal Advisors ("BTMA") is registered as a"municipal advisor" pursuant to Section 15B of
the Securities Exchange Act and rules and regulations adopted by the SEC and the Municipal Securities
Rulemaking Board ("MSRB"). As such, BTMA may provide certain specific municipal advisory services
to the Client. BTMA is neither a placement agent to the Client nor a broker/dealer. The offer and sale of
any Bonds is made by the Client, in the sole discretion of the Client, and under its control and supervision.
The Client acknowledges that BTMA does not undertake to sell or attempt to sell bonds or other debt
obligations and will not take part in the sale thereof.
Baker Tilly, may provide services to the Client in connection with human resources consulting, including,
but not limited to, executive recruitment, talent management and community survey services. In such
instances, services will be provided under a separate scope of work for an additional fee. Certain
executives of the Client may have been hired after the services of Baker Tilly were utilized and may make
decisions about whether to engage other services of Baker Tilly or its subsidiaries. Notwithstanding the
foregoing, Baker Tilly may recommend the use of Baker Tilly or a subsidiary, but the Client shall be under
no obligation to retain Baker Tilly or a subsidiary or to otherwise utilize either relative to the Client's
activities.
EXHIBIT A PAGE (s OF l a_
City of Richmond,Indiana Engagement Letter,dated March 11,2021 (A n Page 6 of 7
(MSAAppAV20200825)
Conflict Disclosure Applicable to Municipal Advisory Services Provided by BTMA
Legal or Disciplinary Disclosure. BTMA is required to disclose to the SEC information regarding criminal
actions, regulatory actions, investigations, terminations, judgments, liens, civil judicial actions, customer
complaints, arbitrations and civil litigation involving BTMA. Pursuant to MSRB Rule G-42, BTMA is
required to disclose any legal or disciplinary event that is material to the Client's evaluation of BTMA or
the integrity of its management or advisory personnel.
There are no criminal actions, regulatory actions, investigations, terminations, judgments, liens, civil
judicial actions,customer complaints,arbitrations or civil litigation involving BTMA. Copies of BTMA filings
with the SEC can currently be found by accessing the SEC's EDGAR system Company Search Page
which is currently available at https://www.sec.qov/edgar/searchedgar/companvsearch.html and
searching for either Baker Tilly Municipal Advisors, LLC or for our CIK number which is 0001616995. The
MSRB has made available on its website (www.msrb.org) a municipal advisory client brochure that
describes the protections that may be provided by MSRB rules and how to file a complaint with the
appropriate regulatory authority.
Contingent Fee. The fees to be paid by the Client to BTMA are or may be based on the size of the
transaction and partially contingent on the successful closing of the transaction. Although this form of
compensation may be customary in the municipal securities market, it presents a conflict because BTMA
may have an incentive to recommend unnecessary financings, larger financings or financings that are
disadvantageous to the Client. For example, when facts or circumstances arise that could cause a
financing or other transaction to be delayed or fail to close, BTMA may have an incentive to discourage a
full consideration of such facts and circumstances, or to discourage consideration of alternatives that may
result in the cancellation of the financing or other transaction.
Hourly Fee Arrangements. Under an hourly fee form of compensation, BTMA will be paid an amount equal
to the number of hours worked multiplied by an agreed upon billing rate. This form of compensation
presents a potential conflict of interest if BTMA and the Client do not agree on a maximum fee under the
applicable Appendix to this Engagement Letter because BTMA will not have a financial incentive to
recommend alternatives that would result in fewer hours worked. In addition, hourly fees are typically
payable by the Client whether or not the financing transaction closes.
Fixed Fee Arrangements.The fees to be paid by the Client to BTMA may be in a fixed amount established
at the outset of the service.The amount is usually based upon an analysis by Client and BTMA of, among
other things, the expected duration and complexity of the transaction and the work documented in the
Scope Appendix to be performed by Baker Tilly. This form of compensation presents a potential conflict
of interest because, if the transaction requires more work than originally contemplated, Baker Tilly may
suffer a loss. Thus, Baker Tilly may recommend less time-consuming alternatives, or fail to do a thorough
analysis of alternatives.
BTMA manages and mitigates conflicts related to fees and/or other services provided primarily through
clarity in the fee to be charged and scope of work to be undertaken and by adherence to MSRB Rules including,
but not limited to, the fiduciary duty which it owes to the Client requiring BMTA to put the interests of the
Client ahead of its own and BTMA's duty to deal fairly with all persons in its municipal advisory activities.
To the extent any additional material conflicts of interest have been identified specific to a scope of work the
conflict will be identified in the respective Scope Appendix. Material conflicts of interest that arise after the date of
a Scope Appendix will be provide to the Client in writing at that time.
EXHIBIT A- PAGE '? OF 1 g-
City of Richmond,Indiana Engagement Letter,dated March 11,2021 (Attachment A) Page 7 of 7
(MSAAppAV20200825)
' I .
SCOPE APPENDIX to
Engagement Letter dated: March 11, 2021
Between City of Richmond, Indiana and
Baker Tilly US, LLP
RE: Proposed Financial Advisory and Accounting Services—Accounting and Reporting Support
Services and Annual Budget Assistance
DATE: March 11, 2021
This Scope Appendix is attached by reference to the above named engagement letter(the "Engagement
Letter") between the City of Richmond, Indiana (the"Client")and Baker Tilly US, LLP.
SCOPE OF WORK
Baker Tilly US ("BTUS")will perform the following services:
A. Accounting System Bank Reconciliation (Consulting Services)
Baker Tilly agrees to provide all or a portion of the following consulting services to support the monthly
accounting, reporting and reconciliation requirements of the Client. The reporting of the account
reconciliations will be furnished by the Baker Tilly.
1. Analyze Client prepared monthly bank reconciliations for reasonableness and accuracy.
2. Develop a workpaper for a database of cash receipts and disbursements, as necessary.
3. Compare bank statement transactions to the database and/or computerized accounting system.
4. Develop receipt and disbursement proofs by month to develop a list of reconciling items, as
necessary.
5. Develop list of reconciling items.
6. Confer with the Client to determine the context of reconciling items.
7. Assist Client to develop proposed adjusting journal entries to reconcile general ledger and bank
totals.
8. Confer with the Client regarding ongoing monthly procedures in order to determine best practices
and required monthly procedures in order to produce timely financial accounting and reporting.
B. Gateway Annual Report(Consulting Services)
1. Client will provide Baker Tilly with access to a detailed trial balance and any supporting schedules
Baker Tilly requires.
2. Client will provide Baker Tilly with access to all supporting documentation for Grants to include local
project name, federal program title, federal agency, pass through agency, CFDA Number, award
name, award number, grant type, local fund number, grant receipts, grant disbursements, amount
provided to sub-recipients, amount of loans outstanding, amount of non-cash assistance for the
year and amount of insurance in effect for the year.
3. Client will provide Baker Tilly with access to capital asset addition and deletions for the reporting
year.
EXHIBIT PAGE V OF /a-
bake rutty
(Scopev20201214) Page SA 1 15
SCOPE APPENDIX to
Engagement Letter dated: March 11, 2021
Between City of Richmond, Indiana and
Baker Tilly US, LLP
4. Client will provide Baker Tilly with access to information on all outstanding leases including the
lessor, description of the lease, annual lease payment, beginning date of lease and ending date of
lease.
5. Client will provide Baker Tilly with access to information on financial assistance to non-
governmental entities including the name, federal tax identification number, address, contact
information, source of funding, amount of funding and type of entity.
6. Client will provide Baker Tilly with access to information necessary to complete the reporting
requirements for Public Official Surety Bonds including position, type, name, amount of bond and
term.
7. Client will complete the Risk Assessment questionnaire:
a. Assist Client to upload supporting documentation for the risk assessment questionnaire.
b. Assist with other parts as needed, but not in lieu of management control.
8. Data upload into Gateway:
a. Assist Client to download text files in accordance with Gateway reporting requirements, as
applicable.
b. Assist Client to upload text files into Gateway, as applicable.
c. Assist Client to generate data totals for manual entry into Gateway, as applicable.
9. Assist Client to tie beginning balances to prior Gateway Annual Report.
10. Assist Client to tie receipts, disbursements and ending balances to current year financial
information.
11. Assist Client to analyze that transfers in equal transfers out.
12. Assist Client to compute receivables and payables as of December 31.
13. Assist Client to complete debt service reporting.
14. Assist Client to complete pension reporting, as necessary.
C. Annual Budget Assistance and Analysis (Consulting Services)
1. Analyze the budget calendar for consideration by the legislative body.
2. Analyze miscellaneous revenue estimates prepared by the Client:
a. Compute state distributed revenues based on formula sheets, certifications, and other
information provided by the Department of Local Government Finance ("DLGF") and the
Auditor of the State of Indiana.
b. Compute estimated maximum levy.
c. Analyze historical revenues and compare to client estimates.
bakertitty 1EXHIBIT A PAGE /-.®F /a
(Scopev20201214) Page SA 2 15
SCOPE APPENDIX to
Engagement Letter dated: March 11, 2021
Between City of Richmond, Indiana and
Baker Tilly US, LLP
•
3. Analyze estimated tax rate and levy by fund.
4. Assist the Client, as needed, with the Indiana Gateway program.
5. Monitor the completion of the required steps of the budget process with the Client.
6. Analyze the 1782 Budget Notice on behalf of the Client to ensure accuracy and completeness.
7. Provide periodic budget management assistance through telephone, remote and on-site support.
D. Levy Appeals (Consulting Services) (as necessary)
1. Assist the Client with determining its eligibility to apply for a property tax levy appeal with the DLGF.
2. Assist with the preparation of the State appeal application and supporting documentation for levy
appeals.
3. Submit the levy appeal petition and application to the DLGF.
4. Monitor the completion of the required steps of the levy appeal process with the Client.
E. Additional Appropriations (Consulting Services)
1. Develop a timeline for the steps required to request approval of an additional appropriation from
the DLGF.
2. Analyze estimated receipts and cash on hand to determine ability to fund requested additional
appropriation.
3. Assist with the preparation of State prescribed additional appropriation documents.
4. Assist the Client to monitor completion of the required steps of the additional appropriation process.
F. Other Accounting and Required Support Services (Consulting Services)
1. Analyze historical financial information and develop estimated financial reports and analysis.
2. Attend other meetings not covered under the Scope Appendix above.
3. Provide other required accounting support services.
Nonattest Services
As part of this engagement, we will perform certain nonattest services. For purposes of the Engagement
Letter and this Scope Appendix, nonattest services include services that the Government Auditing
Standards refers to as nonaudit services.
We will not perform any management functions or make management decisions on your behalf with respect
to any nonattest services we provide.
In connection with our performance of any nonattest services, you agree that you will:
> Continue to make all management decisions and perform all management functions, including
approving all journal entries and general ledger classifications when they are submitted to you.
EXHIBIT A PAGE 10 OF
bakertitty
(Scopev20201214) Page SA 3 15
SCOPE APPENDIX to
Engagement Letter dated: March 11, 2021
Between City of Richmond, Indiana and
Baker Tilly US, LLP
> Designate an employee with suitable skill, knowledge, and/or experience, preferably within senior
management, to oversee the services we perform.
> Evaluate the adequacy and results of the nonattest services we perform.
> Accept responsibility for the results of our nonattest services.
> Establish and maintain internal controls, including monitoring ongoing activities related to the
nonattest function.
Compensation and Invoicing
Baker Tilly's fees for services set forth in the Scope Appendix will be billed at the standard billing rates
based upon the actual time and expenses incurred and will not exceed Thirty-Five Thousand Dollars
($35,000)without further authorization from the Client.
Standard Hourly Rates by Job Classification
1/1/2021
Partners/Principals/Directors $240.00 to $500.00
Managers $200.00 to $325.00
Senior Consultants $150.00 to $250.00
Consultants $135.00 to $200.00
Municipal Bond Disclosure Specialists $120.00 to $190.00
Support Personnel $110.00 to $150.00
Interns $90.00 to $110.00
• Billing rates are subject to change periodically due to changing requirements and economic
conditions. Actual fees will be based upon experience of the staff assigned and the complexity
of the engagement.
The above fees shall include all expenses incurred by Baker Tilly with the exception of expenses incurred
for mileage which will be billed on a separate line item. No such expenses will be incurred without the prior
authorization of the Client. The fees do not include the charges of other entities such as rating agencies,
bond and official statement printers, couriers, newspapers, bond insurance companies, bond counsel and
local counsel, and electronic bidding services, including Parity®. Coordination of the printing and
distribution of Official Statements or any other Offering Document are to be reimbursed by the Client based
upon the time and expense for such services.
Conflicts of Interest
Attachment A to the Engagement Letter contains important disclosure information that is applicable to this
Scope Appendix.
We are unaware of any additional conflicts of interest related to this Scope Appendix that exist at this time.
1 EXHIBIT A PAGE lk OF 12-
bakertitty
(Scopev20201214) Page SA 4 15
A .
•
SCOPE APPENDIX to
Engagement Letter dated: March 11, 2021
Between City of Richmond, Indiana and
Baker Tilly US, LLP
Termination
This Scope Appendix will terminate according to the terms of the Engagement Letter.
Notwithstanding termination provisions contained in the Engagement Letter, it is agreed that relative to this
Scope Appendix that both the Client and Baker Tilly have the right to terminate the work being done under
the Scope Appendix. This Scope Appendix will otherwise terminate 60 days after completion of the services
described herein. On termination, all fees and charges incurred prior to termination shall be paid promptly.
If this Scope Appendix is acceptable, please sign below and return one copy to us for our files. We look
forward to working with you on this important project.
Sincerely,
Daniel A. Hedden, Partner
Signature Section:
The services and terms as set forth in this Scope Appendix are agreed to on behalf of the Client by:
EXHIBIT PAGE OF
Name:
Title:
Date:
'EXHIBIT A PAGE la-OF )bakertstty
a
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