HomeMy WebLinkAbout5C1 Accounting Services Agreement for TIF Administrtion Services HJ Umbaugh AssociatesDepartment of
Community
1865
Investment
Redevelopment Commission Agenda Item
DATE: August 25, 2016
FROM: David Relos, Economic Resources'
SUBJECT: TIF Neutralization Professional Services Proposal
H. J. Umbaugh Associates
This proposal from H. J. Umbaugh & Associates is to provide professional services for
the annual TIF Neutralization worksheets required by state law.
These worksheet calculations are done for each TIF area, and are used to adjust the
base value by adjusting for natural growth in property values.
For example, if the base value of a TIF area was originally $1,000,000, and the area had
natural appreciation of 3 %, or $30,000, this amount would become part of the increment
captured unless the base is adjusted.
After adjustment, this $30,000 would be added to the base, which would now be
$1,030,000, allowing other taxing jurisdictions to maintain their tax base by capturing the
natural appreciation of property. Increment captured by the TIF area should be a result
of new development, not the natural appreciation in property values that pre- existed the
TIF.
Staff requests approval of this professional services agreement in a not -to- exceed
amount of $12,500 (being the same amount as last year).
INTERNAL USE ONLY: Project Code:_JOTHER
Total Amount new /change (inc /dec) in budget:_$12,500 ; broken down by:
Acct # various
Going to BPW for Contracting? No Is this item ready to encumber now? Yes
Existing PO# Inc /Dec $___
227 W. JEFFERSON BLVD. SOUTH BEND, IN 46601 1 P: 574 - 235 -9371 1 FAX: 574 - 235 -9021 1 SOUTHBENDIN.GOV
711A "log
H. J. Umbaugh &Associates
Certified Public Accountants; LLP
112 IronWotks Avenue
suite C
M shawakai. IN 46544
Ph "one; 574-935-5178
Fax: 574 935 -6928
Wk w.unibaugtr cam
August 16, 2016
City of South Bend Redevelopment Commission
c/o Mr. David Relos, Department of Community Investment
227 W. Jefferson Blvd.
Suite 1400 S.
South Bend, IN 46601
Re: Accounting Services Agreement for TIF Administration Services
Dear Mr. Relos:
You have requested that H.J. Umbaugh & Associates, Certified Public Accountants, LLP (the "Firm ")
provide to the City of South Bend Redevelopment Commission (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) is expected to require 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, this engagement will terminate 60 days
after completion of the scope of services as outlined in Exhibit A.
Members of the South Bend
Redevelopment Commission
Re: Accounting Services Agreement for TIF Administration Services
August 16, 2016
Page 2
Accountants' Opinion
In performing our engagement, we will be relying on the accuracy and reliability of information provided
by Client personnel. 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 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 Profzram
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).
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.
Members of the South Bend
Redevelopment Commission
Re: Accounting Services Agreement for TIF Administration Services
August 16, 2016
Page 3
Municipal Advisor Reaistration
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.
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.
If you have any questions, please let us know. We appreciate this opportunity to be of services to you and
the Redevelopment Commission.
Very truly yours,
H.J. Umbaugh & Associates
Certified Public Accountants, LLP
By: _
Matthew R. Eckerle, Principal
The undersigned hereby acknowledges and agrees to the foregoing letter of engagement.
South Bend Redevelopment Commission
City of South Bend, Indiana
Date: — By:
EXHIBIT A
Services Provided
Scope of Services
The Firm agrees to perform the following services for the South Bend Redevelopment Commission (the
"Commission ") with respect to all existing TIF Areas located within the City of South Bend (the "City ").
Articles I and II below describe services to be performed.
Article I. Calculate Base Value Aduustments ( "Neutralization ") for Trending and General
Reassessments
a. Contact the County Auditor's office and, with its cooperation and based on information
provided by the County Auditor and Assessor, assist in performing or checking
calculations with respect to base value adjustments, including determining base value
adjustment factors, appeal and tax rate assumptions, and captured assessed values in
conjunction with annual Trending or General Reassessments. In performing this work,
we rely on the accuracy of the information provided by the County Auditor and Assessor.
We will not audit their information.
If necessary, travel to the County Auditor's and/or County Assessor's offices to perform
field work that may be required. Obtain new tax abatement information, a list of new
developments, a list of demolished structures, a list of parcels with tax status changes,
and outstanding appeals information (if available) for each TIF Area to use in the
calculation. Compare resulting calculations to historical captured value.
Article H. Assist With Assessed Value Certification and Abstract Preparation
a. Assist the County Auditor's office with the monitoring of captured assessed value
amounts for each taxing district that are used during the assessed value certification
process. If needed, assist the Auditor's office with any corrections to captured assessed
value amounts that must be undertaken prior to certification.
b. Assist the County Auditor's office with the monitoring of captured assessed value
amounts for each taxing district that are used in the preparation of the County Abstract.
If needed, assist the Auditor's office with any corrections to captured assessed value
amounts that must be undertaken prior to the completion of the Abstract.
EXHIBIT B
The Firm's fees for services as set forth in Articles I and II of Exhibit A shall be billed at the Firm's
standard billing rates based upon the actual time and expenses incurred. The total annual fee shall not
exceed Twelve Thousand Five Hundred Dollars ($12,500) without prior approval from the Client.
Standard Hourly Rates by Job Classification
01/01/2016
Senior Partners / Principals $300.00 to $550.00
Partners / Principals $230.00 to $450.00
Managers $175.00 to $325.00
Consultants $95.00 to $250.00
Municipal Bond Disclosure Specialist $85.00 to $180.00
Support Personnel $75.00 to $135.00
• 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 travel, if any, outside the State of Indiana. 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 ParityO. 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 of Conflicts of Interest with Various Forms of Compensation
The forms of compensation for municipal advisors vary according to the nature of the engagement and
requirements of the client, among other factors. Various forms of compensation present actual or
potential conflicts of interest because they may create an incentive for an advisor to recommend one
course of action over another if it is more beneficial to the advisor to do so. This exhibit discusses
various forms of compensation and the timing of payments to the advisors.
Fixed fee. Under a fixed fee form of compensation, the municipal advisor is paid a fixed amount
established at the outset of the transaction. The amount is usually based upon an analysis by the client and
the advisor of, among other things, the expected duration and complexity of the transaction and the
agreed -upon scope of work that the advisor will perform. This form of compensation presents a potential
conflict of interest because, if the transaction requires more work than originally contemplated, the
advisor may suffer a loss. Thus, the advisor may recommend less time - consuming alternatives, or fail to
do a thorough analysis of alternatives. There may be additional conflicts of interest if the municipal
advisor's fee is contingent upon the successful completion of a financing, as described below.
Hourly fee. Under an hourly fee form of compensation, the municipal advisor is paid an amount equal to
the number of hours worked by the advisor times an agreed -upon hourly billing rate. This form of
compensation presents a potential conflict of interest if the client and the advisor do not agree on a
reasonable maximum amount at the outset of the engagement, because the advisor does not have a
financial incentive to recommend alternatives that would result in fewer hours worked. In some cases, an
hourly fee may be applied against a retainer (e.g., a retainer payable monthly), in which case it is payable
whether or not a financing closes. Alternatively, it may be contingent upon the successful completion of a
financing, in which case there may be additional conflicts of interest, as described below.
Fee contingent upon the completion of a financing or other transaction. Under a contingent fee form
of compensation, payment of an advisor's fee is dependent upon the successful completion of a financing
or other transaction. This form of compensation presents a conflict because the advisor may have an
incentive to recommend unnecessary financings or financings that are disadvantageous to the client. For
example, when facts or circumstances arise that could cause the financing or other transaction to be
delayed or fail to close, an advisor may have an incentive to discourage a full consideration of such facts
and circumstances, or to discourage consideration of alternatives that may result in the cancellation of the
financing or other transaction.
Fee paid under a retainer agreement. Under a retainer agreement, fees are paid to a municipal advisor
periodically (e.g., monthly) and are not contingent upon the completion of a financing or other
transaction. Fees paid under a retainer agreement may be calculated on a fixed fee basis (e.g., a fixed fee
per month regardless of the number of hours worked) or an hourly basis (e.g., a minimum monthly
payment, with additional amounts payable if a certain number of hours worked is exceeded). A retainer
agreement does not present the conflicts associated with a contingent fee arrangement (described above).
Fee based upon principal or notional amount and term of transaction. Under this form of
compensation, the municipal advisor's fee is based upon a percentage of the principal amount of an issue
of securities (e.g., bonds) or, in the case of a derivative, the present value of or notional amount and term
of the derivative. This form of compensation presents a conflict of interest because the advisor may have
an incentive to advise the client to increase the size of the securities issue or modify the derivative for the
purpose of increasing the advisor's compensation.
When the prospective Contractor is unable to certify to any of the statements below, it shall attach an explanation to this Affidavit.
CONTRA CTOR'S NON - COLLUSION AND NON DEBARMENT AFFIDAVIJ,
IRTIFICATION REGARDING INVESTMENT WITH IRAN, EMP &OYMENT ELIGI ILITY
VE FICATION, NON- DISCRIMINATIO1�j,COMMITMENT AN CERTIFICATION OF USE
OF UNITED STATES STEEL PRODUCTS OR FOUNDRY PRODUCTS
(Must be completed for all quotes and bids. Please type or print)
STATE OF-" ic, h •� )
) SS:
SS4 • u t-p COUNTY )
The undersigned Contractor, being duly sworn upon his /her�its oath, affirms under the penalties of perjury that:
1. Contractor has not, nor has any other member, representative, or agent of the firm,
company, corporation or partnership represented by him, entered into any combination, collusion
or agreement with any person relative to the price to be bid by anyone at such letting nor to
prevent any person from bidding nor to induce anyone to refrain from bidding, and that this bid
is made without reference to any other bid and without any agreement, understanding or
combination with any other person in reference to such bidding. Contractor further says that no
person or persons, firms, or corporation has, have or will receive directly or indirectly, any
rebate, fee, gift, commission or thing of value on account of such sale; and
2. Contractor certifies by submission of this proposal that neither contractor nor any of its
principals are presently debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded from participation in this transaction by any Federal department or agency;
and
3. Contractor has not, nor has any successor to, nor an affiliate of, Contractor, engaged in
investment activities in Iran.
a. For purposes of this Certification, "Iran" means the government of Iran and any agency or
instrumentality of Iran, or as otherwise defined at Ind. Code § 5- 22- 16.5 -5, as amended from
time -to -time.
b. As provided by Ind. Code § 5 -22- 16.5 -8, as amended from time -to -time, a Contractor is
engaged in investment activities in Iran if either:
i. Contractor, its successor or its affiliate, provides goods or services of twenty million
dollars ($20,000,000) or more in value in the energy sector of Iran; or
ii. Contractor, its successor or its affiliate, is a financial institution that extends twenty
million dollars ($20,000,000) or more in credit to another person for forty-five (45)
days or more, if that person will (i) use the credit to provides goods and services in
F- Non - Collusion Non - Debarment Affidavit Non Iran Form 2012
the energy sector in Iran; and (ii) at the time the financial institution extends credit, is
a person identified on list published by the Indiana Department of Administration.
4. Contractor does not knowingly employ or contract with an unauthorized alien, nor retain
any employee or contract with a person that the Contractor subsequently learns is an
unauthorized alien. Contractor agrees that he /she /it shall enroll in and verify the work eligibility
status of all of Contractor's newly hired employees through the E -Verify Program as defined by
I.C. 22- 5- 1.7 -3. Contractor's documentation of enrollment and participation in the E -Verify
Program is included and attached as part of this bid/quote; and
5. Contractor shall require his /her /its subcontractors performing work under this public
contract to certify that the subcontractors do not knowingly employ or contract with an
unauthorized alien, nor retain any employee or contract with a person that the subcontractor
subsequently learns is an unauthorized alien, and that the subcontractor has enrolled in and is
participating in the E -Verify Program. The Contractor agrees to maintain this certification
throughout the term of the contract with the City of South Bend, and understands that the City
may terminate the contract for default if the Contractor fails to cure a breach of this provision no
later than thirty (30) days after being notified by the City.
6. Persons, partnerships, corporations, associations, or joint venturers awarded a contract by
the City of South Bend through its agencies, boards, or commissions shall not discriminate
against any employee or applicant for employment in the performance of a City contract with
respect to hire, tenure, terms, conditions, or privileges of employment, or any matter directly or
indirectly related to employment because of race, sex, religion, color, national origin, ancestry,
age, or disability that does not affect that person's ability to perform the work.
In awarding contracts for the purchase of work, labor, services, supplies, equipment, materials,
or any combination of the foregoing including, but not limited to, public works contracts
awarded under public bidding laws or other contracts in which public bids are not required by
law, the City, its agencies, boards, or commissions may consider the Contractor's good faith
efforts to obtain participation by those Contractors certified by the State of Indiana as a Minority
Business ( "MBE ") or as a Women's Business Enterprise ( "WBE ") as a factor in determining
the lowest, responsible, responsive bidder.
In no event shall persons or entities seeking the award of a City contract be required to award a
subcontract to an MBE /WBE; however, it may not unlawfully discriminate against said
WBE /MBE. A finding of a discriminatory practice by the City's MBE /WBE Utilization Board
shall prohibit that person or entity from being awarded a City contract for a period of one (1)
year from the date of such determination, and such determination may also be grounds for
terminating the contact for which the discriminatory practice or noncompliance pertains.
7. The undersigned contractor agrees that the following nondiscrimination commitment
shall be made a part of any contract which it may henceforth enter into with the City of South
Bend, Indiana or any of its agencies, boards or commissions.
F- Non - Collusion Non - Debarment Affidavit Non Iran Form 2012
Contractor agrees not to discriminate against or intimidate any employee or applicant for
employment in the performance of this contract with privileges of employment, or any matter
directly or indirectly related to employment, because of race, religion, color, sex handicap,
national origin or ancestry. Breach of this provision may be regarded as material breach of
contract.
I, the undersigned bidder or agent as contractor on a public works project, understand my
statutory obligations to the use of steel products or foundry products made in the United States
(I.C. 5- 16 -8 -1). 1 hereby certify that I and all subcontractors employed by me for this project will
use steel products or foundry products on this project if awarded. I understand that violations
hereunder may result in forfeiture of contractual payments.
I hereby affirm under the penalties of perjury that the facts and information contained in the foregoing bid for
public works are true and correct.
Dated this day of 41MX11 20L
L)w K L
CoVractor/Bidder
Signdture of Conttrr-aCYorBiader or Its Agent
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Printed Name and Title
Subscribed and sworn to before me this �- L day ,o..f/ , 20 1 LP
My Commission Expires a� aD I — a-00
Notary Public
County of Residence
F- Non - Collusion Non - Debarment Affidavit Non Iran Form 2012
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F- Non - Collusion Non - Debarment Affidavit Non Iran Form 2012
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