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HomeMy WebLinkAboutFINANCIAL ADVISORY AND ACCOUNTING SERVICES POST ISSUANCE MAINTENANCE AID UMBAUGH H.J,iUmbaugh&Associates Certified public Accountants,UP 83f35 Keystone Crossing Sub 300 Indiasapo s.Ill46240-2687 Phone-317.4651501 Fax 3174551550 www.untbaugn,corn November 28,2018 Jeffersonville Sewer Board City of Jeffersonville 500 Quartermaster Court Jeffersonville,IN 47130 Re:Jeffersonville(Indiana)—Municipal Sewage Works—Proposed Financial Advisory and Accounting Services—Post Issuance Maintenance Aid Dear Members of the Board: Thank you for requesting that H.J.Umbaugh&Associates,Certified Public Accountants,LLP(the"Firm") provide to the City of Jeffersonville,Indiana(the"Client")those services more fully set forth in Exhibit A hereto(the"Services"). Fees and Costs Fees charged for work performed are generally based on hourly rates,as set forth in Exhibit B,for the time expended,a fixed amount or other arrangement as mutually agreed upon as more appropriate for a particular matter.Hourly rates for work performed by our professionals vary by individual and reflect the complexity of the engagement. Disclosure of Conflicts of Interest with Various Forms of Compensation The Municipal Securities Rulemaking Board (MSRB) requires us, as your municipal advisor, to provide written disclosure to you about the actual or potential conflicts of interest presented by various forms of compensation. Exhibit C sets forth the potential conflicts of interest associated with various forms of compensation. By signing this letter of engagement, the signee acknowledges that he/she has received Exhibit C and that he/she has been given the opportunity to raise questions and discuss the matters contained within the exhibit with the municipal advisor. Billing Procedures Normally, you will receive a 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 due and payable on receipt of the statement. Once our representation has been concluded or terminated, a final billing will be sent to you. If requested to provide an estimate of our fees for a given matter, we will endeavor in good faith to provide our best estimate, but unless there is a mutual agreement to a fixed fee, the actual fees incurred on any project may be less than or exceed the estimate. Any questions or errors in any fee statement should be brought to our attention in writing within sixty(60)days of the billing date. Termination Both the Client and the Firm have the right to terminate the engagement 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 the Firm, the scope of services provided in Exhibit A will terminate 60 days after completion of the services in each Article. Jeffersonville Sewer Board City of Jeffersonville Re:Jeffersonville(Indiana)—Municipal Sewage Works—Proposed Financial Advisory and Accounting Services—Post Issuance Maintenance Aid November 28,2018 Page 2 Accountants' Opinion In performing our engagement,we will be relying on the accuracy and reliability of information provided by Client personnel. The services provided may include financial advisory services, consulting services, and accounting report services such as compilation, preparation, and agreed upon procedures reports. Please see Exhibit A. We will not audit, review, or examine the information. Please also note that our engagement cannot be relied on to disclose errors, fraud,or other illegal acts that may exist. However,we will inform you of any material errors and any evidence or information that comes to our attention during the performance of our procedures that fraud may have occurred. In addition, we will report to you any evidence or information that comes to our attention during the performance of our procedures regarding illegal acts that may have occurred, unless they are clearly inconsequential. We have no responsibility to identify and communicate significant deficiencies or material weaknesses in your internal control as part of this engagement. The procedures we perform in our engagement will be heavily influenced by the representations that we receive from Client personnel. Accordingly, false representations could cause material errors to go undetected. The Client, therefore, agrees to indemnify and hold us harmless for any liability and all reasonable costs(including legal fees)that we may incur in connection with claims based upon our failure to detect material errors resulting from false representations made to us by any Client personnel and our failure to provide an acceptable level of service due to those false representations. The responsibility for auditing the records of the Client rests with the Indiana State Board of Accounts and the work performed by the Firm shall not include an audit or review of the records or the expression of an opinion on financial data. Client Responsibilities It is understood that the Firm 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 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. Additional Services Exhibit A sets forth the scope of the Services to be provided by the Firm. From time to time, additional services may be requested by the Client beyond the scope of Exhibit A. The Firm may provide these additional services and be paid at the Firm's customary fees and costs for such services. In the alternative, the Firm and the Client may complete a revised and supplemented Exhibit A to set forth the additional services (including revised fees and costs, as needed) to be provided. In either event, the terms and conditions of this letter shall remain in effect. E-Verify Program The Firm 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). The Firm does not employ any"unauthorized aliens"as that term is defined in 8 U.S.C. 1324a(h)(3). Jeffersonville Sewer Board City of Jeffersonville Re:Jeffersonville(Indiana)—Municipal Sewage Works—Proposed Financial Advisory and Accounting Services—Post Issuance Maintenance Aid November 28,2018 Page 3 Investments The Firm certifies that pursuant to Indiana Code 5-22-16.5 et seq.the Firm is not now engaged in investment activities in Iran. The Firm understands that providing a false certification could result in the fines, penalties,and civil action listed in I.C. 5-22-16.5-14. Municipal Advisor Registration The Firm is a Municipal Advisor registered with the Securities and Exchange Commission and the Municipal Securities Rulemaking Board. As such,the Firm is providing certain specific municipal advisory services to the Client. The Firm is neither a placement agent to the Client nor a broker/dealer. The offer and sale of any Bonds shall be made by the Client, in the sole discretion of the Client,and under its control and supervision. The Client agrees that the Firm does not undertake to sell or attempt to sell the Bonds,and will take no part in the sale thereof. Mediation Provision The Client and the Firm agree that if any dispute(other than our efforts to collect any outstanding invoice(s)) arises out of or relates to this engagement, or any prior engagement we may have performed for you, and if the dispute cannot be settled through informal negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures (or such other administrator or rules as the parties may mutually agree) before resorting to litigation. The parties agree to engage in the mediation process in good faith once a written request to mediate has been given by any party to the engagement. Any mediation initiated as a result of this engagement shall take place in Indianapolis,Indiana,or such other location as the parties may mutually agree. If the parties are unable to mutually agree on the selection of a mediator, the mediator shall be determined in accordance with the American Arbitration Association's Commercial Mediation Procedures. The results of any such mediation shall be binding only upon a written settlement agreement executed by each party to be bound. Each party shall bear its own costs and fees,including attorneys' fees and expenses, in connection with the mediation. The costs of the mediation, including without limitation the mediator's fees and expenses, shall be shared equally by the participating parties. Any ensuing litigation shall be initiated and maintained exclusively before any state or federal court having appropriate subject matter jurisdiction located in Indianapolis,Indiana. Other Financial Industry Activities and Affiliations Umbaugh Cash Advisory Services, LLC ("UCAS") is a wholly-owned subsidiary of the Firm. UCAS is registered as an investment adviser with the Securities and Exchange Commission under the federal Investment Advisers Act. UCAS provides non-discretionary investment advice with the purpose of helping clients create and maintain a disciplined approach to investing their funds prudently and effectively. UCAS may provide advisory services to the clients of the Firm. UCAS has no other activities or arrangements that are material to its advisory business or its clients with a related person who is a broker-dealer, an investment company, other investment adviser or financial planner,bank,law firm or other financial entity. If the foregoing accurately represents the basis upon which we may provide Services to the Client,we ask that you execute this letter, in the space provided below setting forth your agreement. Execution of this letter can be performed in counterparts each of which will be deemed an original and all of which together will constitute the same document. Jeffersonville Sewer Board City of Jeffersonville Re:Jeffersonville(Indiana)—Municipal Sewage Works—Proposed Financial Advisory and Accounting Services—Post Issuance Maintenance Aid November 28,2018 Page 4 If you have any questions, please let us know. We appreciate this opportunity to be of service to you and the City of Jeffersonville,Indiana. Very truly yours, H.J. Umbaugh&Associates Certified Public Accountants,LLP By: , Lf i. Ante-L._ Christina L.Cramer,Principal The undersigned hereby acknowledges and agrees to the foregoing lett-r of engagement. City of Jeffersonvil - Indiana Date: 1Q�.(0 — I g By: Exhibit A Services Provided Scope of Services The Firm agrees to furnish and perform the following services with respect to the preparation of the proposed Post Issuance Maintenance Aid for the Client. Article I. Post Issuance Maintenance Aid(Consulting Services) A. Assist the Client by providing a Post Issuance Maintenance Aid that consolidates the key details related to the following outstanding long-term debt obligations: City of Jeffersonville,Indiana $3,390,000 Sewage Works Revenue Bonds of 1999(SRF) $9,800,000 Sewage Works Revenue Bonds of 2008(SRF) $1,400,000 Sewage Works Revenue Bonds of 2009(SRF) $17,355,000 Sewage Works Revenue Bonds of2010, Series B-BABs $2,500,000 Sewage Works Revenue Bonds of 2010, Series A(SRF) $22,350,000 Sewage Works Revenue Bonds of 2011, Series A(SRF) $772,000 Sewage Works Revenue Bonds of 2011, Series B (SRF) $20,550,000 Sewage Works Revenue Bonds of 2011,Series C(SRF) $11,865,000 Sewage Works Revenue Bonds of2012(SRF) $8,540,000 Sewage Works Refunding Revenue Bonds of 2013 $12,800,000 Sewage Works Refunding Bonds Series 2017A $945,000 Sewage Works Refunding Bonds Series 2017B Key Details shall include: 1. Project personnel. 2. Pertinent dates (i.e., issue date, final maturity date, optional call date, arbitrage computation date). 3. Debt service frequency. 4. Security and sources of payment. 5. Initial disposition of sale proceeds and purpose of each fund. 6. Fund balance requirements. 7. Map of fund numbers and bank account numbers that hold bond proceeds. 8. Transfer schedules. 9. Amortization schedules. 10. Lease rental payment schedules. 11. Documentation of procedures to transfer money for funding of a reasonably required reserve fund(s). 12. Documentation of procedures to transfer money and make payments for debt service. 13. Post issuance compliance information. a. Determination of whether or not the issue has a continuing disclosure obligation. b. Required frequency of arbitrage computations. c. Arbitrage yield limit. d. Selected bond year. Exhibit A Services Provided (cont'd) B. Prepare record of prior arbitrage reporting and develop schedule of future reporting requirements. Article II. Additional Services(Consulting Services) A. Assist with development of a document retention plan B. Annual monitoring of: 1. Issuance of new long-term debt obligation(s). 2. Retirement/Maturity of long-term debt obligation(s). 3. Debt service reserve balance(s)compared to required balance(s). 4. Bona fide debt service fund depletion requirements. 5. Project fund balance(s). a. Assist with identification of uses for remaining proceeds, if project complete. Exhibit B Fees The Firm's fees for services set forth in Exhibit A will be: Article I Post Issuance Maintenance Aid $1,600 per debt obligation Article II If the Client wishes for Additional Services to be provided,a fee quote will be provided once the scope and the timing of service has been established. Standard Hourly Rates by Job Classification 1/1/2018 Partners/Principals $240.00 to $550.00 Managers $200.00 to $325.00 Senior Consultants $150.00 to $250.00 Consultants $135.00 to $200.00 Municipal Bond Disclosure Specialists $120.00 to $190.00 Support Personnel $110.00 to $150.00 Interns $90.00 to $110.00 • Billing rates are subject to change periodically due to changing requirements and economic conditions. Actual fees will be based upon experience of the staff assigned and the complexity of the engagement. The above fees shall include all expenses incurred by the Firm 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 statement printers, couriers, newspapers, bond insurance companies, bond counsel and local counsel, and electronic bidding services, including Parity®. 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. Exhibit C Disclosure Statement of Municipal Advisor PART A—Disclosures of Conflicts of Interest MSRB Rule G-42 requires that municipal advisors provide to their clients disclosures relating to any actual or potential material conflicts of interest, including certain categories of potential conflicts of interest identified in Rule G-42, if applicable.If no such material conflicts of interest are known to exist based on the exercise of reasonable diligence by the municipal advisor,municipal advisors are required to provide a written statement to that effect. Material Conflicts of Interest—The Firm makes the disclosures set forth below with respect to material conflicts of interest in connection with the Scope of Services under this Agreement, together with explanations of how the Finn addresses or intends to manage or mitigate each conflict. General Mitigations—As general mitigations of the Firm's conflicts, with respect to all of the conflicts disclosed below, the Finn mitigates such conflicts through its adherence to its fiduciary duty to Client, which includes a duty of loyalty to Client in performing all municipal advisory activities for Client. This duty of loyalty obligates the Firm to deal honestly and with the utmost good faith with Client and to act in Client's best interests without regard to the Firm's financial or other interests. The disclosures below describe,as applicable,any additional mitigations that may be relevant with respect to any specific conflict disclosed below. I. Affiliate Conflict. UCAS,an affiliate of the Finn(the"Affiliate"),has or is expected to provide certain advice to or on behalf of Client that is directly related to the Firm's activities within the Scope of Services under this Agreement.In particular,providing advice to Client regarding investment of bond proceeds.The Affiliate's business with Client could create an incentive for the Firm to recommend to Client a course of action designed to increase the level of Client's business activities with the Affiliate or to recommend against a course of action that would reduce or eliminate Client's business activities with the Affiliate.This potential conflict is mitigated by the fact that the Affiliate is subject to its own comprehensive regulatory regime as a registered investment adviser with the Securities and Exchange Commission under the federal Investment Advisers Act. II. Compensation-Based Conflicts.The fees due under this Agreement are in a fixed amount established at the outset of the Agreement. The amount is usually based upon an analysis by Client and the Firm of, among other things, the expected duration and complexity of the transaction and the Scope of Services to be performed by the Firm.This form of compensation presents a potential conflict of interest because,if the transaction requires more work than originally contemplated,the Firm may suffer a loss. Thus,the Firm may recommend less time-consuming alternatives, or fail to do a thorough analysis of alternatives.This conflict of interest is mitigated by the general mitigations described above. The fees due under this Agreement are based on hourly fees of the Finn's personnel,with the aggregate amount equaling the number of hours worked by such personnel times an agreed-upon hourly billing rate. This form of compensation presents a potential conflict of interest if Client and the Firm do not agree on a reasonable maximum amount at the outset of the engagement, because the Finn does not have a financial incentive to recommend alternatives that would result in fewer hours worked. This conflict of interest is mitigated by the general mitigations described above. Exhibit C Disclosure Statement of Municipal Advisor(cont'd) III. Other Municipal Advisor Relationships. The Firm serves a wide variety of other clients that may from time to time have interests that could have a direct or indirect impact on the interests of Client. For example, the Firm serves as municipal advisor to other municipal advisory clients and, in such cases,owes a regulatory duty to such other clients just as it does to Client under this Agreement.These other clients may, from time to time and depending on the specific circumstances, have competing interests, such as accessing the new issue market with the most advantageous timing and with limited competition at the time of the offering. In acting in the interests of its various clients,the Firm could potentially face a conflict of interest arising from these competing client interests. This conflict of interest is mitigated by the general mitigations described above. PART B—Disclosures of Information Regarding Legal Events and Disciplinary History MSRB Rule G-42 requires that municipal advisors provide to their clients certain disclosures of legal or disciplinary events material to its client's evaluation of the municipal advisor or the integrity of the municipal advisor's management or advisory personnel. Accordingly,the Firm sets out below required disclosures and related information in connection with such disclosures. I. Material Legal or Disciplinary Event. There are no legal or disciplinary events that are material to Client's evaluation of the Firm or the integrity of the Firm's management or advisory personnel disclosed,or that should be disclosed,on any Form MA or Form MA-I filed with the SEC. II. How to Access Form MA and Form MA-I Filings.The Finn's most recent Form MA and each most recent Form MA-I filed with the SEC are available on the SEC's EDGAR system at http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001610268. III. Most Recent Change in Legal or Disciplinary Event Disclosure.The Firm has not made any material legal or disciplinary event disclosures on Form MA or any Form MA-I filed with the SEC. PART C—Future Supplemental Disclosures As required by MSRB Rule G-42,this Disclosure Statement may be supplemented or amended,from time to time as needed,to reflect changed circumstances resulting in new conflicts of interest or changes in the conflicts of interest described above, or to provide updated information with regard to any legal or disciplinary events of the Finn. The Finn will provide Client with any such supplement or amendment as it becomes available throughout the term of the Agreement. PART D—Rule G-10: Investor and Municipal Advisory Client Education and Protection MSRB Rule G-10 requires that municipal advisors to notify their clients of the availability of a client brochure on the MSRB's website that provides information on the processes for filing a client complaint. Accordingly,the Firm sets out below the required information. I. The Firm is registered as a Municipal Advisor with the Securities and Exchange Commission (867- 00278)and the Municipal Securities Rulemaking Board(K0171). Exhibit C Disclosure Statement of Municipal Advisor(cont'd) II. The website address for the Municipal Securities Rulemaking Board is www.msrb.org. III. The website for the Municipal Securities Rulemaking Board has a link to a brochure that describes(i) the protections that may be provided by the Municipal Securities Rulemaking Board rules and (ii) describes how to file a complaint with an appropriate regulatory authority.