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HomeMy WebLinkAboutProject Assignment (2)Crowe Horwath,~ Crowe Horwath LLP Independent Member Crowe Horwath International 10 West Market Street, Suite 2000 Indianapolis, Indiana 46204-2975 Tel 317.632.1100 Fax 317.635.6127 www.crowehorwath.com February 8, 2010 PROJECT ASSIGNMENT City of Jeffersonville, Indiana This document is a Project Assignment based on an agreement entered into between the City of Jeffersonville ("City") and Crowe Horwath LLP dated February 15, 2008. The title of this Project Assignment is: City of Jeffersonville Property Acquisition Bond The scope of financial advisory services provided by Crowe may include the following: Analysis of Financing Alternatives 1. Provide evaluation of and recommendations regarding various financing alternatives available to the City of Jeffersonville (the "City"). Provide recommendations relative to maturity schedules, call premiums, maximum coupon rates and arbitrage restrictions. 2. Prepare an analysis of the financing impact on the City's revenues based on various issuance sizes and maturities, if applicable. 3. Determine direct and overlapping community debt, debt ratios and per capita ratios for the purpose of establishing limitations, if any, and credit capabilities. Planning and Financial Structuring 1. Prepare for and attend two (2) public meetings to inform the public about the cost and tax rate effects, if any, of the Bond Issue. 2. Coordinate construction and financing schedules with architects and/or engineers, if applicable. 3. Communicate with local counsel and bond counsel concerning legal and financial timetables and necessary documentation. 4. Prepare Request for Proposal (RFP) for underwriters, if deemed appropriate, and assist in the interview/evaluation process. 5. Negotiate with banks, institutions and insurance companies with respect to credit enhancement, if deemed appropriate. 6. Prepare RFP for Registrar and Paying Agent services, as needed, and analyze responses. Project Assignment (Continued) City of Jeffersonville, Indiana February 8, 2010 Page 2 Disclosure and Presentations 1. Participate in due diligence investigations as required in connection with client's disclosure obligations under SEC regulations including Rule 10(b)(5) and the Securities Acts of 1933 and 1934, as well as the disclosure rules applicable to governmental issuers under SEC Rule 15c2-12. 2. Prepare Official Statement for sale of securities at competitive bid or negotiated basis, including Preliminary or Nearly Final and Final Official Statements. 3. Apply for and manage data presentations relative to request for credit ratings by Moody's Investors Service, Standard & Poor's and/or Fitch Ratings. 4. Attend and participate in up to two (2) public meetings of client and sessions of public authorities, if necessary. 5. Appear before State regulatory departments and agencies, if necessary. Sale, Closing and Follow-Through 1. Participate in pricing calls on behalf of the City if the sale of bonds is negotiated; accept, evaluate and award bids for bonds if sold competitively. 2. Arrange for closing of sale and transfer of funds. 3. Provide a recommendation on investment alternatives available for bond proceeds. 4. Provide advice on IRS arbitrage tracking and reporting requirements. 5. Provide advice on the development of an ongoing disclosure program to comply with secondary market disclosure rules. 6. Submit post bond sale reporting documentation to the DLGF. Professional fees for the scope of services described will not exceed $60,000 without written consent of the City, and include up to two (2) public meetings or working group meetings. Additional meetings in excess of two (2) will be invoiced as an additional cost at our normal hourly rates. Partner/ Director $ 260 - 390 Senior Manager 155 - 290 Manager 120 -155 Staff 90 -120 Out-of-pocket expenses At Cost Should the project terminate prior to the issuance of bonds, we will invoice the City for the time and materials through the date of project termination. Otherwise, our fees can be paid from bond proceeds. Project Assignment (Continued) City of Jeffersonville, Indiana February 8, 2010 Page 3 Out-of-pocket expenses paid by Crowe are billed to the client at cost. These expenses generally include, but are not limited to, communication, printing, binding, electronic marketing, evaluation software and travel expenses incurred on behalf of the client. Services requested which are outside the scope of services listed herein will be described and quoted separately. Should there be any problems or unforeseen circumstances, we will notify the City's management and come to a mutual understanding of whether any additional fees will be involved before continuing. 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. In the event the City approves this amendment engagement of Crowe for this assignment, please sign, date and return the enclosed copy of this letter to us. Respectfully submitted, III hn R. Skomp Agreed and Accepted: CITY OF JEFF SONVILLE, INDIANA By: ., Date: 3"25- ~ ~ Crowe Horvath I "T p is a member of Horvath International Association, a Swiss association (Horvath). Each member firm of Horvath it a separate and independent legal entity. Crowe Horvath I.T P and its affiliates are not responsible or liable for any acts or omissions of Horvath or any other member of Horvath and peczfzcally disclaim any and all responsibility or liability for acts or omissions of Horvath or any other member of Horvath. Horvath does not render any professional services and does rat have an ownership or partnership interest in Crowe Horvath I.I P. Horvath and its other member firms an not responsible or liable for any acts or omissions of Crowe Horvath 1.I.P and specifically disclaim any and all responsibility ar liability for acts or omissions of Crowe Horvath T I.P. ©2008 Crowe Horvath I ,T p