Loading...
HomeMy WebLinkAboutPSA - H.J. Umbaugh & Associates - Financial Assurance Test for Closed Landfill to Meet IDEM Requirements1316 COUNTY -CITY BUILDING 227 W. JEFFERSON BOULEVARD SOUTH BEND. INDIANA 46601-1830 CITY OF SOUTH BEND PETE BUTTIGIEG, MAYOR BOARD OF PUBLIC WORKS February 14, 2017 Scott Miller H.J. Umbaugh & Associates 8365 Keystone Crossing, Suite 300 Indianapolis, IN 46240 RE: Professional Services Agreement Dear Mr. Miller: PHONE 574/235-9251 FAX 574/235-9171 The Board of Public Works, at its meeting held on February 14, 2017, approved the above referenced agreement, in the amount of $5,000, for a financial assurance test for the closed landfill to meet IDEM requirements Enclosed please fmd a copy of the agreement for your records. If you have any further questions regarding this matter, please call this office at (574) 235- 9251. Sincerely, Linda M. Martin, Clerk Enclosure c: Jen Hockenhull, Administration & Finance John Murphy, Administration & Finance GARY A. GILOT SUZANNA M. FRITZBERG ELIZABETH A. MARADIK JAMEs A. MUELLER THERESE J. DORAU H. J. Umbaugh & Associates Certified Public Accountants, LLP 8365 Keystone Crossing Suite 300 Indianapolis, IN 46240-2687 Phone: 317-465-1500 January 25, 2017 Fax: 317-465-1550 v Y.umbaugh.com Mr. John H. Murphy, Controller City of South Bend 227 West Jefferson Boulevard South Bend, IN46601 Re: Proposed Financial Advisory and Accounting Services City of South Bend Landfill — Financial Assurance Test Dear Mr. Murphy: Thank you for requesting that H.J. Umbaugh & Associates, Certified Public Accountants, LLP (the "Firm") provide to the City of South Bend, 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. Mr. John H. Murphy, Controller City of South Bend Re: Proposed Financial Advisory and Accounting Services City of South Bend Landfill — Financial Assurance Test January 25, 2017 Page 2 Accountants' O ip pion 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 and Exhibit D. 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-Verifv ProLram 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). Mr. John H. Murphy, Controller City of South Bend Re: Proposed Financial Advisory and Accounting Services City of South Bend Landfill —Financial Assurance Test January 25, 2017 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 Reeistration 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 service to you and the City of South Bend. Very truly yours, H.J. Umb gh & Associates Certified ublic Accounta/ntt�s,,'LLP�� ByAfvr�- /��s/�G'// Scott A. Miller, Partner The undersigned hereby acknowledges and agrees to the foregoing letter of engagement. AYp&OVED City of South Bend, Indiana titinird of public Works Date: By: Exhibit A Services Provided Scope of Services The Firm agrees to furnish and perform the agreed -upon procedures accounting services necessary in order to provide to the Client a report meeting the requirements identified in the Indiana Administrative Code relative to a Financial Assurance Test for the City's landfill which was closed in 2007. Article I. Preliminary Financial Planning Gather historical financial information for the City of South Bend for the prior year, including the landfill operations. Also obtain copies of State Board of Accounts audits and any available bond rating reports for the City and landfill. Obtain information from City representatives, landfill operator, and/or consulting engineers in terms of estimated capital and operating costs for closure and post -closure activities. Gather any other relevant information required to address the Financial Assurance Test requirements as outlined in the Administrative Code. Article II. Financial Plan and Financial Assurance Test Development Utilizing the historical financial and operational data gathered from representatives of the City of South Bend, make thefinancial calculations and determine the relevant ratios as required by the Adrninishative Code to meet the Financial Assurance Test requirements. Meet with the City of South Bend representatives to review the reports and answer any questions. Article III. Approval of Financial Assurance Test and submission to IDEM Finalize the report in regard to the Financial Assurance Test requirements for submission to the City of South Bend to be utilized by the City in execution of the Financial Assurance Test and submission to IDEM. Exhibit B Fees For the Services set forth in Exhibit A, the Firm's fees will be Five Thousand Dollars ($5,000). 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 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 Firm 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 Firm 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. 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. M 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. 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. Exhibit C Disclosure Statement of Municipal Advisor (cont'd) II. How to Access Form MA and Form MA -I Filings. The Firm'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= etg company&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 Firm. The Firm will provide Client with any such supplement or amendment as it becomes available throughout the term of the Agreement. Exhibit D Applying Agreed -Upon Procedures Accounting Services Our engagement to apply agreed -upon procedures will be conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. The sufficiency of the procedures is solely the responsibility of those parties specified in the report and we will require an acknowledgment in writing of that responsibility. Consequently, we make no representation regarding the sufficiency of the procedures either for the purpose for which the agreed -upon procedures report has been requested or for any other purpose. Because the agreed -upon procedures do not constitute an examination or review, we will not express an opinion or conclusion in our report. In addition, we have no obligation to perform any procedures beyond those listed in the procedures letter. We will issue a written report upon completion of our engagement that lists the procedures performed and our findings. Our report will be addressed to the Client and other specified parties and should not be used by anyone other than these specified parties. Our report will contain a paragraph indicating that had we performed additional procedures, other matters might have come to our attention that would have been reported to you. When Ilse prospective Contractor is rumble to ceritry to any of the statements below, it shall a/lach an explanation to this Afffdavil. CONTRACTOR'S NON -COLLUSION AND NON -DEBARMENT AFFIDAVIT, CERTIFICATION REGARDING INVESTMENT WITH IRAN, EMPLOYMENT ELIGIBILITY VERIFICATION, NON-DISCRIMINATION COMMITMENT AND 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 S N-0_rAN4 ) ) SS: iAAP.ToN 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 ally federal department or agency; and 3. Contractor has not, nor has any successor to, nor an affiliate of, Contractor, engaged in investnent activities in Iran. a. For purposes of this Certification, `Iran" means the government of h•an and any agency or iustumentality of Iran, or as otherwise defined at Lid. Code § 5-22-16.5-5, as amended from time -to -time. b. As provided by lud. Code § 5-22-16.5-8, as amended fironi time -to -time; a Contractor is engaged in investment activities in Lan 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 mote in credit to another person for forty-five (45) clays or more, ifthat person will (i) use the credit to provides goods and services in Nan -Collusion Nun -Debarment Affidavit Non Iran Famr 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, gender expression, gender identity, sexual orientation 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 tray 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 conunissions. Non-Col6rsion Non-nebannent Amdavil Non Iron Fonn 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, gender expression, gender identity, sexual orientation, 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, understated 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. * *A V 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 S41, day of � brwn�20 17 con otor V'il•rn/� Signature of Contractor/Bidder or Its Agent `JGo-r-r A. MZLLeA -PAC'Atr Printed Name and Title Subscribed and sworn to before me this dO1A day of DEB / , 20 /7 My Commission Expires 1&,I✓. / % M/ 7 7 County of Residence Noo-Collusion Non -Debarment Affidavit Non Iran Form Notary Public /G IZ4/r/ KATHERINE T. STRAUS a Notary Public, State of Indiana Hamilton County My Commission Expires u. July 19, 2017 INDIANA LEGAL EMPLOYMENT DECLARATION H.J.UMBAUGH & ASSOCIATES, CERTIFIED PUBLIC ACCOUNTANTS, LLP I, Diana Sarkine, a duly authorized agent of H. J. Umbaugh & Associates, Certified Public Accountants, LLP, declare under penalties of perjury that H. J. Umbaugh & Associates, Certified Public Accountants, LLP does not employ unauthorized aliens to the best of its knowledge and belief. Umbaugh has enrolled in and verifies the work eligibility status of all newly hired employees through the E-Verify program as defined in I.C. 22-S-1.7-3. Umbaugh is not required to participate if the E-Verify program ceases to exist. Umbaugh requires subcontractors, who perform work under this contract, to certify that the subcontractor does not knowingly employee or contract with an unauthorized alien and that the subcontractor has enrolled and is participating in the E-Verify program. The Contractor agrees to maintain this certification throughout the duration of the term of a contract with a sub -contractor. The subcontractor is not required to participate if the contractor is self-employed and does not employ any employees. 14•J. UmBAm, A r Asto, L IE, ; p4 I_Cp Name of Contractor/Sub-Contractor By: /Ul./ d" XLLdt Authorized Representative of Contractor Dated: a/i�20/7 BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date Name 1 /26/17 Jen Hockenhull Department A/F BPW Date 02/14/2017 Phone Extension 9822 Legal ® Attorney Name Michael Schmidt Controller ® Controller review is required for all Contracts $5,000.00 or more and greater than one year in length per the City Purchasing Policy Purchasing Professional Services Bid Opening Quote Opening Change Order No. Ease/Encroach. Other: Contract Resolution Bid Award Quote Award C/O & PCA No. Traffic Control Proposal ❑ Req. to Advertise sm Company or Vendor Name H.J Umbaugh & Associates New Vendor ❑ Yes ® No ❑ If Yes, Approved by Purchasing MBE/WBE Contractor ❑ MBE ❑ WBE MBE/WBE Contractor Requested ® No ❑ Yes Name of Company Project Name Financial Assurance Test — IDEM Requirement Project Number Funding Source Account No. Amount Terms of Contract Purpose/Description `i1..I . General Fund —Admin Fin Budget 101-0401-415-31-06 $ 5,000.00 Due upon completion of contract ❑ Title Sheet closed landfill. Umbaugh is able to perform the required assurances which meet the needs of IDEM. ® Required Contractor's Certification Form Attached (Non - Collusion, Non -Discrimination, Non -Debarment. E-Verifv. Iran, etc.) Increase Decrease Previous Amount Current Percent of Change: New Amount Total Percent of Change: Copy Original ® ❑ John ❑ ❑ ❑ ❑ After Approval