HomeMy Public PortalAbout023-2023 - Krohn Consulting - accounting services AGREEMENT
TillS AGREEMENT made and entered this 1'2> day of 1 C.,10V-V-64-4-1 ,2023,
by and between the City of.Richmond, Indiana, a municipal corporation actini by and through its
Board of Sanitary Commissioners (referred to as the "City"), and O.W. Krohn 8c. Associates, .1EP,
231 E. Main Street, Westfield, IN 46074 (hereinafter referred to as the "( ontractor").
SECTION I. sirAfEMENT AND SUBJECT OF WORK
City hereby retains Contractor to provide accounting and municipal advisory services to the City
on as-needed basis as requested by the City, which services will be provided according to the rates
as set forth on t'Altibit"A", which is attached hereto and incorporated by reference herein.
Should any provisions, terms, or conditions contained in any of the documents attached hereto and
incorporated by reference herein as Exhibits, conflict with any of the provisions, terms, or
conditions of this Agreement, this Agreement shall be controlling.
The Contractor shall furnish all labor, material, equipment, and services necessary 'for the proper
completion of all work specified. Contractor shall submit statements or bills monthly.
No performance of services shall commence until the following has been met:
1. The City is in receipt of any required certificates of insurance and/or warranties;
2. The City is in receipt of any required affidavit(s) signed by Contractor in accordance with
I.C. § 22-5-1.7-11(a)(2); and
3. A .purchase order has been issued by the Purchasing Department.
SECTION II. STA"FUS OF CON'IRACIOR
Contractor shall be deemed to be an independent contractor and is not an employee or agent of the
City of Richmond. "Ithe Contractor shall provide, at its own expense, competent supervision of the
work,
SEC tioN m. COMPENSATION
City shall pay to Contractor the hourly rates as set forth within the attached .Exhibit"A", however,
in no event shall City pay to Contractor more than the sum of Seven 71 housand Dollars and 00/100
($7,000.(10) in any calendar year, unless the City, by addendum, modifies this section of the
Agreement.
SECTION IV. T.ERM OF AGREEMENT
This Agreement shall he effective when executed by all of the parties hereto and shall conclude on
December 3 1, 2025.
Notwithstanding the term of this Agreement, City may terminate this Agreement in whole or in
part,for cause, at any time by giving at least thirty(30) days written notice specifying the effective
date and the reasons for termination which shall include but are not he limited to the following:
a. failure, 'for any reason of the Contractor to fulfill in a timely manner
its obligations .under this Agreement;
Contract-No. 23-2023
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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.
This Agreement may also be terminated by either the City or the Contractor, in whole or in part,
by mutual Agreement 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 either the City or the Contractor, without cause, by
giving at least thirty (30) days written notice to the other party.
In the event of termination of this Agreement, the (1.:.ity shall be required to make payment for all
work performed prior to the date this Agreement is terminated, but shall he relieved of any other
responsibility herein.
SECTION V. iNO±:NNIFIGA7171(..)N AND INSURANCE
Contractor agrees to obtain insurance and to indemnitY.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 he 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 front 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
(11 Comprehensive General Liability
Section I. 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 S1,000,000 each person
$1,000,000 each occurrence
Section 2. Property Damage $1,000,000 each occurrence
E. Comprehensive Umbrella 1,iability $1,000,000 each occurrence
$1,000,000 aggregate
F. Malpractice/Errors & ()missions Insurance $1,000,000 each occurrence
$2,000,000 aggregate
SECTION VI. cc)MPLIAN(111.1. wrm WORKER's COMPENSATION LAW
Contractor shall comply with all provisions of the hidiana 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 Iridiana Code
Sections 22-3-2-5, 22-3-5-I 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 Indiana Worker's Compensation Law.
SEGFION VII. CQMPIJANCE WITH INDIANA E-VI,j1RIFY PROGRAM,
RE1QUIRE1MENTS
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 Lit firming that Contractor does not knowingly employ an
unauthorized alien in accordance with IC 22-5-1.7-11 tai (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 (1"ontractor 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 Chy may allow this Agreement to remain in effect until the ('ity procures
a new contractor. If this Agreement is terminated under this section, then pursuant to IC" 22-5-
1.7-1 3 (c) the Contractor will remain liable to the City for actual damages.
St11CTION VIII. 11:AN 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 Board determines during the course
of this Agreement that this certification is no longer valid, Board 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 Board that
the C:ontractor has ceased investment activities in Iran within ninety (Q0) days after the
written notice is given to the Contractor, the Board may proceed with any remedies it may
have pursuant to IC 5-22-16.5. In the event the Board determines during the course of this
Agreement that tins certification is no longer valid and said determination is not refuted by
Contractor in the manner set forth in 5-22-16.5, the Board reserves the right to consider
the Contractor to be in breach of this Agreement and terminate the agreement upon the
expiration of the ninety (90) day period set forth above.
SECTION IX, PkOITIBLLIONAGAINST 1.)1SCRWINATION
A. 1)Itrstiant to Indiana Code 22-9-1-10, Contractor, any sub-contractor, or any person acting
on behalf of(..:ontractor or any sub-contractor shall not discriminate against any employee
or applicant .for employment to be employed in the perfortnance of this Agreement, with
respect to hire,tenure,terms, conditions or privileges of employment or any matter directly
or indirectly related to eamloyment, because of race, religion, color, sex, d isabil ity,
national origin, or ancestry.
B. .Pursuant to Indiana Code 5-16-6-1, the Contractor agrees:
l'hat in the hiring of employees for the performance of work under dais 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 he deducted from .the amount payable to Contractor by the (...f:ity
under this Agreement, a penalty of five dollars ($5.00) .for each person fbr each
calendar (lay during which such person was discriininated against or intianidated
in violation of the provisions of the Agreement; and
That this Agreement may be canceled or terminated by the City arid 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
intillTidation shall be considered a material 'breach of this Agreement.
SE'C'IJON X. LIABILITY
Contractor hereby agrees to release and hold harmless the City and all officers, employees, or
agents of the same from all liability which may arise in the course of Contractor's performance of
its obligations pursuant to this Agreement.
Sit TioN
This Agreement is personal to the parties hereto and neither party may assign or delegate any of its
rights or obligations hereunder without the prior written consent of the other party. Any such
delegation or assignment. Without the prior written consent of the other party, shall be null and.
void. This Agreement shall be controlled by and interpreted according to Indiana law and shall be
binding upon the parties, their successors and assigns. This document constitutes the entire
Agreement between the parties, although. it may be altered or amended in whole or in part at any
time by Ii ling 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.
4
• This Agreement may be simultaneously executed in several cmmterparts, each of.wh ich shall he an
original and all of which shall constitute but one and the same instillment.
'Fhe parties hereto submit to jurisdiction of the courts of Wayne County, Indiana, and any suit
arising out of this (.1:ontract must be filed in said courts, "fhe parties specifically agree that no
arbitration or mediation shall he 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 Either
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 Ckmtract in a representative capacity hereby warrants diat 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 l'ecs,
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 Agreentent.
IN MINES'S 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 di lferent dates.
[THE REMAINDER OF PAGE IVIENTIONALLY fill F BLANK SIGNA'11...1RES TO
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1 1 OM R ACT OR-
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The City of Richmond, Indiana, by and 1 I O.W. Krohn & Associates, I LP
through its Board of Sanitary
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Commissio7,
By:
Sue Miller, President
(Printed):
Dated:
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Ammitrakill, Vice President
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APPROVFD:
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ASSOCIATES
CPAS AND CONSULTANTS
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A
January 25. 2023
Mr. Elijah Welch
Richmond Sanitary District
2380 Liberty Avenue
Richmond, Indiana 47374
Hnink you for engilging 0.VV, Krohn & Assocnites, LLP (the "Municipal Advisor-) to partner with the
Richmond Sanitary District (the -District-) to provide accounting and municipal advisory services more fully
described and as set forth in Exhibit A.
Our mill il scope of services relates to general accounitMg services including, continuing disclosure undertaking
agreement fling requirements for the District. However, we will also provide additional services upon request.
Fees andinyoicjill;
Fees charged for work performed are generally based on hourly rates, as set forth in Exhibit A. for the time
expended unless other arrangements are mutually agreed upon. Hourly rates for work performed by our
professionals vary by individual and reflect the complexity of the eng,igelnent. Invoices are eerier illy submitted
monthly describing the services provided, time logs and a current billing amount.
It'you have any questions, please contact Ine at 317/867-5888. We look tbrwarcl to serving the Richmond
Sanitary District.
Very truly yours,
O. W. Krohn & Associates, 1,1,1)
e
Jarrod I lall,CPA
Partner
The undersigned hereby acknowledges and agrees to the foregoing letter of engagement on this day of
, 2023,
City of Richmond
By:
Authorized Representative
EXHIBIT'A PAGE 1 of 2
2:31 I. Maw Street P 3 1 , 861 5889 ii„v V^: owkrpm corn
WestfieId, IN 46074 F :3 1 1 8 6 7 , 9898
LXIIIBIT A
Fees-- Billing Rates
1 he Municipal Advisor's tees for the services described above shall be based upon actual time charges
and out of pocket expenses. Our current professional staff billing rates are noted below:
Sumdard Hourly Rates /Staff C:lassilleations
1/1/2023 - 12/31/2025
Partners $275.00
Municipal Advisors $230.01)
Sr. Consultants/ Project Managers $205.00
Sr. Stair Accountants $I 75.00
Support Personnel $100.00
• Billing rates are subject to change periodically (ha to changing, requirements and
economic conditions. however, the rates above will not he changed prior to December
31, 2025. Actual fees will be based upon the time expended, required experience of the
staff assigned and complexity of the engagement, Estimated fees for routine services
are noted below.
kstimated Fee Range For Initial Services
Continuing Disclosure Undertaking Agreement $2,500 - $3,500
Additional Accounting Services $3,500 - $4,500
Other services will be provided upon request. including pai icimition in public meetings, hearings i:ind other
services beyond the continuing disclosure requirements and will be billed at the hourly rates listed above.
EXHIBIT'A' PAGE 2 of 2