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HomeMy WebLinkAboutBPW May 8, 2024 CITY OF JEFFERSONVILLE BOARD OF PUBLIC WORKS MINUTES May 8,2024 PRESENT(IN PERSON): Mayor Mike Moore, Andy Crouch City Engineer, Rob Waiz Redevelopment Director, Len Ashack Director of Wastewater, Kristie Ashcraft Animal Shelter Operations Coordinator, Kim Calabro HR Director, Bill Dixon Assistant City Engineer, Yvonne Dowd Assistant Controller, Matt Dyer IT Director, Elisha Gibson Manager Sewer Billing, Shawn Grant JFD Chief, Kenny Kavanaugh JPD Chief, Mike McCutcheon JFD Deputy Chief, Les Merkley Corporation Counsel, Heather Metcalf City Controller, Clark Miles Street Commissioner, Kevin Morlan Director of Street Department, Paul Northam Parks Director, Michael O'Brien Director of Vehicle Maintenance, Christy O'Neil Executive Assistant Mayor, Chad Reischl Director of Planning and Zoning, Amber Ridings Assistant Parks Director, Delynn Rutherford Grant Administrator, Brian Smith Safety Manager,Jay Thompson Assistant Director of Wastewater, Larry Wallace Buiding Commissioner, Dustin White Council President, Lisa Gill City Clerk, and Patsy Kiser Deputy Clerk. PRESENT(VIRTUAL): CALL TO ORDER: Mayor Mike Moore called the meeting to order at 9:30 a.m. in the Mayor's Conference Room in City Hall. The meeting was held in person and streamed on the City's Website. Andy Crouch and Rob Waiz served on the board. APPROVAL OF THE MINUTES: Mr. Crouch made the motion to approve the minutes from May 1, 2024. Mr. Waiz seconded the motion; motion passed, 3-0. APPROVAL OF PAYROLL: Mr. Waiz made the motion to approve the payroll. Mr. Crouch seconded the motion; motion passed, 3-0. OLD BUSINESS: NEW BUSINESS: 1. Mike McCutcheon-Request for approval of contract between Jeff Fire Department and UKG Kronos Systems, LLC for telestaff cloud migration— JFD Deputy Chief McCutcheon advised this would allow their time tracking system to move to the cloud. They do have the money in their budget. Mr. Waiz made a motion to approve the contract and Mr. Crouch seconded the motion; motion passed, 3-0. 2. Len Ashack-Request for approval of road closure on Cherry Street at 8th Street on May 15, 2024 from 7:00 am to 5:00 pm on May 16, 2024 for sewer line repair and request for closure on Walnut Street on May 13, 2024 at 7:00 am and reopen on May 17, 2024 at approximately 5:00 pm or before— Mr. Ashack advised the first request was originally scheduled for May 1-2 however their locates ran out. The second location on Walnut Street they have addressed and thought the issue was resolved however it is not and a sinkhole is starting to show up. The location is 9th and Walnut and it will be closed on May 13 at 7:00 am and reopen on May 17th before 5:00 pm. Mr. Waiz made a motion to approve both requested road closures and Mr. Crouch seconded the motion; motion passed, 3-0. 3. Heather Metcalf-Request for approval of commercial card services agreement between City and US Bank — Mrs. Metcalf advised this agreement would start the process in order to have virtual credit cards. There will be additional controls put in place before these are able to be used and this is just the first step in the process. Mr. Waiz made a motion to approve the contract and Mr. Crouch seconded the motion; motion passed, 3-0. 4. Dustin White-Request for approval of Engagement letter and Scope of work from Baker Tilly for proposed Fire Territory—Council President White advised the board had before them a scope of work and engagement letter with Baker Tilly. He and Mrs. Metcalf met with them last week to talk about the possibility of a fire territory and the financial impact of that as well as the financial impact for a property tax levy appeal. Council President White requested the board to approve the engagement letter agreement so they could conduct the study and he will report back the board with the final results. Mr. Crouch made a motion to approve the engagement letter and scope of work and Mr. Waiz seconded the motion; motion passed, 3-0. ATTORNEYS REPORT: Mr. Merkley stated he had nothing for the attorneys report. ADJOURNMENT: With fur er business, r. Crouch made a motion to adjourn at 9:34 a.m. Approved by: ayor Mike Moore Attest: Lisa Gill, City Clerk (C" 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 corn May 6. 2024 City of Jeffersonville c/o Ms Heather Metcalf. Controller 500 Quartermaster Court, Suite 300 Jeffersonville IN 47130 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 City of Jeffersonville. 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 or misleading 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 or misleading representations made to us by any Client personnel and our failure to provide an acceptable level of service due to those false or misleading 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 Ms Heather Metcalf. Controller City of Jeffersonville. Indiana May 6, 2024 Page 2 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 and its affiliates (Baker Tilly Parties) 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 the Baker Tilly Parties 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 the Baker Tilly Parties 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 the 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 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 Payment of professional fees is not contingent upon project completion by Client nor material timing changes in project completion Professional fees provided according to the Scope Appendix are due within 30 days of being invoiced regardless of project status If necessary monthly payment plan arrangements may be negotiated upon request 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 Ms Heather Metcalf, Controller City of Jeffersonville. Indiana May 6. 2024 Page 3 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 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 Ms Heather Metcalf, Controller City of Jeffersonville. Indiana May 6. 2024 Page 4 Other Matters E-Verify 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 I C 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 Non-Discnmination Pursuant to I C §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 Anti-Nepotism The Firm is aware of the provisions under I C 36-1-21 et seq with respect to anti-nepotism in contractual relationships with governmental entities The Firm is not aware of any relative (as defined in I C 36-1-21-3) of any elected official (as defined in I C 36-1-21-2) of the Client who is an owner or an employee of the Firm 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 Ms Heather Metcalf. Controller City of Jeffersonville. Indiana May 6. 2024 Page 5 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 All non-municipal advisory services provided hereunder shall be performed in accordance with the professional standards of the Baker Tilly affiliate that performs the services and may not create a fiduciary relationship between the Baker Tilly affiliate and the Client 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 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 Ms Heather Metcalf. Controller City of Jeffersonville. Indiana May 6. 2024 Page 6 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, Paige E Sansone. Partner Signature Section: The terms as set forth in this Engagement Letter are agreed to on behalf of the Client by Name \"'\ • o'c- Title `v Date • Baker Tilly Municipal Advisors LLC is a registered municipal advisor and controlled subsidiary of Baker Tilly US LLP an accounting firm Baker Tilly US LLP trading as Baker Tilly is a member of the global network of Baker Tilly International Ltd the members of which are separate and independent legal entities 2024 Baker Tilly Municipal Advisors LLC