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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 Page 2 of 7 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 Page 5 of 7 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 (Scopev20201214) Page SA 5 15