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HomeMy WebLinkAboutMaster Service Agreement} ~ Crowe Crowe Chizek and Company LLC Member Horwath International ~~ January 14, 2008 Honorable Tom Galligan Mayor City of Jeffersonville Jeffersonville, Indiana 46072 Dear Mayor Galligan: 10 West Market Street, Suite 2000 Indianapolis, Indiana 46204-2975 Tel 317.632.1100 Fax 317.635.6127 www.crowechizek.com The purpose of this letter is to formulate a mutually acceptable master services agreement between the City of Jeffersonville, Indiana ("City") and Crowe Chizek and Company LLC ("Crowe") pursuant to which Crowe will perform certain professional services for the City as directed by the City's management or its representatives. The effective date of this agreement and the attached Crowe Engagement Terms (Attachment A) is as of the date of signing by the City. This agreement will be used as a basis for assigning individual projects for Crowe to provide services to the City on an as-assigned basis. However, the agreement does not guarantee that any assignments will be given to Crowe, and each project performed will be subject to approval by the Mayor, Clerk-Treasurer or other appropriate City Board or Department. Services provided by Crowe under this agreement may include, but not be limited to, general consulting services related to: A. Accounting Assistance. Crowe is available to provide accounting assistance to the City to determine current balances and outstanding obligations of the City and each of its Departments. In addition, Crowe is available on an as needed basis to advise City Officials on accounting and financial reporting issues as they arise. B. Budgetary Assistance. Crowe is available to provide budgetary assistance to the City to determine the current level of budgetary operations and any limitations established under Indiana budgetary statutes. Budgetary assistance is defined as assistance in the development of budgetary goals and objectives; projections of revenues and expenditures, both operating and capital; preparation of official budget forms; attendance and testimony at public hearings and Council meetings; assistance with the filing of any appropriate appeals as provided by Indiana statutes; and other budget related services as requested. Honorable Tom Galligan City of Jeffersonville January 14, 2008 Page 2 C. Financial Advisory. Crowe is available to provide financial advisory services to the City. Financial advisory services are defined as assistance in the preparation of estimates and projections and the preparation of documents necessary to secure borrowing for tax anticipation warrants, bonds, loans, lease-purchase agreements and other financing arrangements as necessary for the issuance of debt or debt-related instruments by the City or its Departments. Financial advisory services also include the design, negotiation and implementation of economic development incentives as requested by the City. D. Utility Consulting. Crowe is available to provide analysis of the current financial condition of the municipal sewage works and stormwater utility of the City ("Utilities"); analysis of cost-of-service or rate design matters of the Utilities; regulatory procedural or issue related advice; advice relating to operational or procedural matters; identification of financing alternatives related to funding capital improvements; assistance with continuing disclosures, filings, or rating agency matters; and other general accounting, tax or financial services as required or requested for the Utilities. E. Other Consulting Assistance. Crowe is available to provide other consulting assistance to the City. Other consulting assistance is defined as assistance with financial or operational issues for the City that do not fall within the categories of Accounting, Budgetary, Financial Advisory, or Utility Consulting services. Such assistance could include contract negotiation, review of medical or other insurance programs or policies, purchasing procedures, internal accounting control or other operational issues that are not clearly included in one of the other categories above. Crowe will provide services in accordance with the attached Engagement Terms using qualified consultants to supervise all services provided. The consultants expected to provide these supervisory services are John Skomp, Tom Guevara, and Jennifer Wilson. Direct services may be provided by other Crowe consultants acceptable to the City. Compensation, including reimbursement for expenses, shall be billed based on each project assigned to Crowe. The method of computing compensation may be based on hourly charges at Crowe's normal hourly rates applicable to governmental services, on a flat fee basis or on any other basis agreed to by the City for specific projects assigned. Crowe will be acting in an individual capacity while performing services for the City and will not, unless otherwise indicated, be acting as agents, employees, partners, joint ventures or associates of the City. Crowe will assist the City in the allocation of its fees among Funds and Accounts by providing in its billings an estimated allocation of its compensation related to City, Redevelopment, Utilities or other functions so that fees may be charged to the proper appropriation or function of government. Honorable Tom Galligan City of Jeffersonville January 14, 2008 Page 3 Enclosed are two copies of this agreement. If the terms and conditions are agreeable to the City, please sign and return one of the copies to Crowe. CROWS CHIZEK AND COMPANY LLC y,!-R. a By John R. Skomp, Executive CITY OF JEFFERSONVILLE, INDIANA .~ Date: ' Crowe Chi~ek and Comparry I.I.C' is a member of Horwath International Association, a Swiss association (Horwath). Each member firm of Horwath is a separate and independent legal entity. Crowe and itc a~liates are not responsible or liable for arty acts or omissions of arty other member of Horwath and hereby specifically disclaim any and all respan nbik'ty or liability far any acts or omissions of any other member of Horvath. ATTACHMENT A Crowe Engagement Terms We want you to understand the basis under which we offer our services to you and determine our fees, as well as to clarify the relationship and responsibilities between your organization and ours. These terms are part of our engagement letter. We specifically note that no advice we may provide should be construed to be investment advice. YOUR ASSISTANCE -For us to provide our services effectively and efficiently, you agree to provide us timely with the information we request and to make your employees available for our questions. The availability of your personnel and the timetable for their assistance are key elements in the successful completion of our services and in the determination of our fees. Completion of our work depends on appropriate and timely cooperation from your personnel; complete, accurate, and timely responses to our inquiries; and timely communication by you of all significant accounting and financial reporting matters of which you are aware. If for any reason this does not occur, a revised fee to reflect the additional time or resources required by us will be mutually agreed upon, and you agree to hold us harmless against all matters that arise in whole or in part from any resulting delay. If circumstances arise that, in our professional judgment, prevent us from completing this engagement, we retain the right to take any course of action permitted by professional standards, including declining to express an opinion or issue other work product or withdrawing from the engagement. CONFIDENTIALITY - We will maintain the confidentiality of your confidential information in accordance with professional standards. You agree not to disclose any confidential material you obtain from us without our prior written consent, except to the extent such disclosure is an agreed objective of this engagement. Your use of our work product shall be limited to its stated purpose and to your business use only. We retain the right to use the ideas, concepts, techniques, industry data, and know-how we use or develop in the course of the engagement. You agree to the use of fax, email, and voicemail to communicate both sensitive and non-sensitive matters. CHANGES - We may periodically communicate changes in laws, rules, or regulations to you. However, you have not engaged us to and we do not undertake an obligation to advise you of changes in laws, rules, regulations, industry or market conditions, your own business practices, or other circumstances, except to the extent required by professional standards. PUBLICATION -You agree to obtain our specific permission before using our report or our firm's name in a published document, and you agree to submit to us copies of such documents to obtain our permission before they are filed or published. NO PUNITIVE OR CONSEQUENTIAL DAMAGES -Any liability of Crowe to you. shall not include any special, consequential, incidental, punitive, or exemplary damages or loss nor any lost profits, savings, or business opportunity. ATTACHMENT A (Continued) LIMIT OF LIABILITY -The provisions of this section establishing a limit of liability will not apply if, as determined in a judicial proceeding, we performed our services with gross negligence or willful misconduct. Our engagement with you is not intended to shift risks normally borne by you to us. With respect to any services or work product or this engagement in general, the liability of Crowe and its personnel shall not exceed the fees we receive for the portion of the work giving rise to liability. A claim for a return of fees paid shall be the exclusive remedy for any damages. This limitation of liability is intended to apply to the full extent allowed by law, regardless of the grounds or nature of any claim asserted. This limitation of liability shall also apply after termination of this agreement. INDEMNIFICATION FOR THIRD-PARTY CLAIMS -The provisions of this section for indemnification will not apply if, as determined in a judicial proceeding, we performed our services with gross negligence or with willful misconduct. Our engagement with you is not intended to shift risks normally borne by you to us. In the event of a legal proceeding or other claim brought against us by a third party, you agree to indemnify and hold harmless Crowe and its personnel against all costs, fees, expenses, damages, and liabilities, including defense costs and legal fees, associated with such third-party claim arising from or relating to any services or work product that you use or disclose to others or this engagement generally. This indemnification is intended to apply to the full extent allowed by law, regardless of the grounds or nature of any claim asserted. This indemnification shall also apply after termination of this agreement. RESPONSE TO LEGAL PROCESS - If we are requested by subpoena, other legal process, or other proceedings to produce documents pertaining to you and we are not a named party to the proceeding, you will reimburse us for our professional time, plus out-of-pocket expenses, as well as reasonable attorney fees we incur in responding to such request. MEDIATION - In the unlikely event that a dispute arises out of this engagement and it cannot be settled through negotiation, you and we agree to try in good faith to settle the dispute by non-binding mediation administered by the American Arbitration Association under its mediation rules for professional accounting and related services disputes before resorting to litigation. Both parties shall share mediation costs equally. JURY TRIAL - In the unlikely event that differences concerning our services or fees arise between us that are not resolved by mutual agreement or mediation, you and we agree to waive a trial by jury to facilitate judicial resolution and save the time and expense of both parties. LEGAL AND REGULATORY CHANGE -The scope of services and the fees for the services covered by the accompanying letter are based on current laws and regulations. If changes in laws or regulations change your requirements or the scope of our work, you and we agree that our fees will be modified to a mutually agreed-upon amount to reflect the changed level of our effort. AFFILIATES -Crowe Chizek and Company LLC ("Crowe") is a member of Horvath International Association, a Swiss association (Horvath). Each member firm of Horvath is a separate and independent legal entity. Crowe and its affiliates are not responsible or liable for any acts or omissions of any other member of Horvath and hereby specifically disclaim any and all responsibility or liability for acts or omissions of any other member of Horvath.