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HomeMy Public PortalAbout042-2023 - Baker Tilly Municipal Advisors, LLC - Professional Accounting Services and Report lirPROFESSIONAL SERVICES AGREEMENT )/d THIS AGREEMENT made and entered into this /1 --1---- day of da,,4 , 2023, and referred to as Contract No. 42-2023, by and between the City of 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 February 7, 2023, consists of five (5) 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. 42-2023 Page 1 of 7 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, 2024. 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-majeure 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. "CONTRACTOR" "CITY" BAKER TILLY THE CITY OF RICHMOND, MUNICIPAL ADVISORS, LLC INDIANA by and through its 8365 Keystone Crossing, Suite 300 Board of Public Works and Safety IndiapAperIN 46240-2687 By: 66,Ca Daniel A. edden, Partner Vicki Robinson, President , Date: „34,/e By: Emily Palmer, Member By: Matt Evans, Member 2 2, Date: APPROVED: Qavid . Sn , Ma Date: 03 06 Z 3 Page 7 of 7 . . � SCOPE APPENDIX to � Engagement Letter dated: May 36. 2U22 ' Between City of Richmond, Indiana and ! Baker Tilly US, LLP � RE: Accounting and Reporting Support Services � DATE: February 7. 2U23 � 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 and relates to services to be provided by Baker Tilly Municipal Advisors. LLC. � SCOPE OFWORK Baker Tilly US, LLIP ("BTUS^) and Baker Tilly Municipal Advisors, LLC (^BTW1A'')vviU pedbmn the following services: � ! A. Accounting System Bank Reconciliation (Consulting Services) � 1, Analyze Client prepared monthly bank reconciliations for reasonableness and accuracy. � 2. Develop a database cfcash receipts and diobu,oements, 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 e list of reconciling items, as � � necessary. � � 5. Confer with the Client to determine the context of reconciling items. � G. Assist Client to develop proposed adjusting journal entries to reconcile general ledger and bank | totals. 7. Confer with the Client regarding ongoing monthly procedures in order to determine heat practices � and required monthly procedures in order to produce timely financial accounting and reporting. | B. Gateway Annual Report(Consulting Services) � 1. Client will provide BTUS a detailed trial balance and any supporting schedules necessary to support the trial balance totals. 2. Client will provide BTUG supporting documentation for Grants toinclude local project name,federal program title,federal egency, pass through agency, CFOA Number, award name, award number, i ! grant type. |moa| fund nomber, grant nepsipts, grant disbursementa, amount provided to mmb' nac|pients. emmountof loans outstanding, amount ofnon-cash assistance for the year and amount � of insurance in effect for the year. 1 Client will provide BTUS with non-depreciable and depreciable capital ouset additions and deletions � for the reporting year. BTUSwill assist Client to compute depreciation enpenmaendoccumu/ated | depreciation based on Client's capital asset policy. | � 4. Client will prcvide BTUS with 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. C|ientvviU provide BTU8 with information on financial assistance to non-govern mental entities � including the name, federal tax identification number, addreaa, contact infonnetinn, source of � funding, amount of funding and type ofentity. »�R bakewww�v��U�'av PAG | (uxone"20201214) Page SA 1 15 =XHBIT / � ` ". �_ ` . � SCOPE APPENDIX to � / Engagement Letter dated: MawZ6, 2022 Between City of Richmond, Indiana and Baker Tilly US, LLP � S. Client will proviide BTU8with information necessary to complete the reporting requirements for � Public Official Surety Bonds including pooition, type, name, amount ofbond and term. � T Client will complete the Risk Assessment questionnaire: � e. Assist Client ho upload supporting documentation for the risk assessment questionnaire. b. Assist withother parts oa needed, but not in lieu of management control. 8. Data upload into Gateway: � e. Assist Client to download text files from the Client's accounting and reporting omfbmana in � accordance with Gateway reporting nequinements, as applicable. | b. Assist Client tu upload text files into Gateway, ooapplicable. � � c. Or;Assist Client hz generate data totals for manual entry into Getewoy, as applicable, S� Assist Client to tie beginning balances to prior Gateway Annual Report. � ! 10. Assist Client to de remeipts, disbursements and ending balances to current year financial | information. � 11� Assist Client hoanalyze that transfers in equal transfers out. � � 12. Assist Client to compute receivables and peyabdos000f December 31. 13. Assist Client hm complete debt service reporting. | 14. Assist Client tocomplete pension reporting. � C. Annual Budget Assistance and Analysis (Consulting Services) � � 1. Meet with the Client to discuss the budget process and collect data for budget preparation. i � 2. Develop or analyze the budget calendar for consideration by the legislative body. 1 Assist with Client prepared budget estimates. � 4. Con-putestat- distributed revenues based on formula sheets, nortificationm, and other information provided by the Department of Local Government Finance ("DLGF") and the Auditor of State. � 5. Compute miscellaneous revenues based on historical information provided by the Client. � � O. Compute the estimated maximum levy. � 7. Compute the,estimated tax rate and levy byfund. � � 8. Assist with the preparation of prescribed forms related to the annual budget. Q, Assist the Ckent with entering budget data into the Indiana Gateway program. »�V | « - u�m�"���w °&tw° �w �� � EX-11 ��\ �� p����� (e"�mzvzmu`+) payosAz|o. � SCOPE APPENDIX to Engagement Letter dated: May 26, 2022 Between City of Richmond, Indiana and Baker Tilly US, LLP 10, Monitor the completion of the required steps of the budget process with the Client. 11. Attend one (1) public meeting at the discretion of the Client to present budget information to the legislative body. 12. Analyze the 1782 Budget Notice on behalf of the Client to ensure accuracy and completeness. 13. 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 State prescribed additional appropriation documents. 4. Assist the Client to monitor completion of the required steps of the additional appropriation process. bakertitty (Scopev20201214) Page SA 3 5 FE-XHIBIT A PAGE LPF___5:11 . ` ^ ^ . � SCOPE APPENDIX to Engagement Letter dated: May 26, 3022 Between City mf Richmond, Indiana and Baker Tilly US, LLP Compensation and |nvoioinq | Baker Tilly will reserve Lp to One Hundred Sixty-Five(165) hours of support forthe Client.Time is generally | / allocated as Fifty (GO) hours for the Annual Report, Fifty (50) hours for the Annual Budget and Sixty-Five ! K65 hours for accounting support at the direction of the Client. 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. Based on the estimated hours nfsupport, the calendar year 2O23 budget is Forty-Five Thousand Dollars ($45.UOO). Standard Hourly Rates by Job Classification 1/1/2O23 Partnere/Principals/Directors $295.00 to $525�00 Managers $235.00 to $340.00 Consultants/Analysts $160.00 to $235.00 Support/ Paraprofessional $115,00 to $175.00 � |otarm $110.00 to $145.00 ° Billing rates are subject to change periodically due to changing requirements and economic � conditions. The fees billed wil/be the fees /n place at the time services are provided, Actual fees will be based upon experience of the staff aco' �dendbh�conqr�xdyofbheenQeg�nnenL � ~ i The above fees shall include all expenses incurred by BTUS 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 stedemnentprinters, couriern, navvopapers, bond insurance companies, bond counsel and local oounuel, and edentronio bidding samioam. including Porih/°44. 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. � BU||nqProoedurms � | Nomno|ly, you will receive m monthly statement showing fees and costs incurred in the prior month. Occasionally, we may bill on a less frequent basis if the time involved in the prior month was minimal or if arrangements are made for the payment of fees from bond proceeds. The account balance is duo and � payable on receipt of the statement. | NonottestGemioea As pert of this mngegement, we will perform certain nonattaat services. For purposes of the Engagement Letter and this Scope Appendix, nonottest services include eemioaa that the Government Auditing Standards refers!ooenonauditservices. � / VVe will not perform any management functions or make management decisions on your behalf with respect to any nunatteoteenAceavveprovide, lty ��M|�[T � ����^' �� �}F� (ncovwv20201214) Page SA 41» � Y� / . ` . . ' n SCOPE APPENDIX to Engagement Letter dated: May 26' 2022 | Between City of Richmond, Indiana and / Baker Tilly US, LLP � 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. � • Designate an employee with suitable aki||, knmw|edge, and/or experience, preferably within senior management, to oversee the services weperform. � � » Evaluate the adequacy and results of the nonottes services weperform. • Accept responsibility for the results of our nonattentservices. � • Establish and maintain internal contro|a, including monitoring ongoing activities related to the nonattoatfunotion. Conflicts ofInterest 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. 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 oomepbab|e, 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. Hadden. Pairtner Signature Section: The services and terms aa set forth in this Scope Appendix are agreed toon behalf of the Client by: � � Name: Zx Title- | / | ~- | Date:bakertitty (mopev2201214) Page SAn|o /EXH/UU �~ OF