HomeMy WebLinkAboutStatement of Work - Crowe Horwath LLP - Assistance with Issuing Bonds for Fire Station No 91316 COUNTY-CTry BuiLDING
227 W. JEFFERSON BouLEVARD
SM M] BEND. INDIANA 46601-1830
CITY OF SOUU-i BEND PETS BUTTIGIEG, MAYOR
BOARD, OF PUBLIC WORKS
January 23, 2018
Alicia Antonetti-Tricker
Crowe Horwath LLP
135 North Pennsylvania St,, Suite 200
Indianapolis, IN 46204-2407
RE: Statement of Work
Dear Ms. Antonetti-Tricker:
PHONE 574/235-9251
FAX 574/ 235-9171
The Board of Public Works, at its meeting held on January 23, 2018, approved the above
referenced Statement of Work, regarding assistance with issuing bonds for Fire Station No. 9
in the amount of $50,000.
Enclosed please find 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 and Finance
GARY A. Gn,oi, SUZANNA M. FRITZBERco EuZABETH A. MARADIK JAMEs A. MUELLER THERESE J. DoRAU
Crowe Horwath.
Crowe Horwath LLP
Independent Mernber Crowe Horwath International
135 North Pennsylvania Street, Suite 200
Indianapolis, Indiana 46204-2407
Tel +1 317632 1100
Fax +1 317 635 6127
www.crowehorwath.corn
STATEMENT OF WORK
to that certain Master Services Agreement dated as of July 1, 2016
Between the City of South Bend, Indiana ("City" or "Client")
and Crowe Horwath LLP ("Crowe")
Municipal Advisory Services for the Proposed City of South Bend Bonds of 2017
(Fire Station Project) (the "Bonds")
Description of Services and Deliverables
Planning and Financial, Structuring
1. Attend working group meetings.
2. Communicate with local counsel and bond counsel concerning legal and financial timetables and
necessary documentation.
3. Summarize sources and uses of funds and prepare amortization schedules for the Bonds.
4. Provide parameters to bond counsel for the bond ordinance.
Disclosure and Presentations
1. Participate in due diligence investigations as required in connection with the client's disclosure
obligations under SEC regulations, including Rule 10(b)(5), and the Securities Acts of 1933and
1934 and the disclosure rules applicable to governmental issuers under SEC Rule 15c2-12, if
applicable.
2. Prepare for and attend up to three (3) public meetings.
3. Prepare a term sheet or Official Statement for the sale of securities at competitive bid or on a
negotiated basis, including Preliminary or Nearly Finial and Final Official Statements, including
determining, direct and overlapping community debt, debt ratios and per capita ratios for the
purpose of establishing limitations, if any, and credit capabilities.
4. Apply for and manage data presenitations relative to request for credit ratings by Moody's
Investors Service, Standard & Poor's, and/or Fitch Ratings, if required.
Sale Closing and Follow -Through
1. Participate in pricing calls on behalf of the City, if the sale of the Bonds is negotiated. Arrange for
sale of Bonds on Parity it the bonds are competitively bid.
2. Arrange for closing of sale and transfer of funds.
3. Assist with preparation of closing documents required by bond counsel.
4. Assist with pre -closing and closing.
5. Prepare post bond sale reporting documentation via Gateway to the Department of Local)
Government Finance (DLGF),, if requested'.
1 of 4
STATEMENT OF WORK (Continued)
to that certain Master Services Agreement dated as of July 1, 2016
Between the City of South Bend, Indiana ("City" or "Client")
and Crowe Horwath LLP ("Crowe")
Municipal Advisory Services for the Proposed City of South Bend Bonds of 2017
(Fire Station Project) (the "Bonds")
II. Assumptions/Client Responsibilities
Client will provide financial data as requested by a data request.
III. Management Representative
Jennifer Hockenhu
Name/Title
IV. Fees and Expenses
The total fee for this project is a fixed fee of $50,000, plus out-of-pocket expenses. Services
requested which are outside of the scope of services listed herein will be described and quoted
separately. Fees will be billed for the following fixed fee milestones:
Milestone
Fixed Fee
Bond issuance
$ 47,000
Parity Report'
$ 3,000
Total
$ 50,000
1 Crowe expects to submit a separate agreed -upon -procedures agreement for the completion of a parity report at
or around the time of the Bonds closing in an amount of $3, 000. The fee for the parity report is shown above for
cost of issuance planning purposes and is included in the total fixed fee amount.
Should there be any problems or unforeseen circumstances, we will notify the City's management
and come to a mutual understanding of whether any additional fees will be involved before
continuing. Crowe will be acting in an individual capacity while performing services for the City and
will not unless otherwise indicated, be acting as agents, employees, partners, joint ventures or
associates of the City.
Out-of-pocket expenses paid by Crowe will be billed to the client at cost. These expenses generally
include, but are not limited to, communication, printing (including printing of the Official Statement),
binding, electronic marketing, electronic bidding expense, evaluation software and travel expenses
incurred on behalf of the City.
Should the project terminate prior to the issuance of the Bonds, we will invoice the City for the time
and out-of-pocket expenses through the date of project termination. Otherwise, our fees can be paid
from Bond proceeds at closing.
Invoices that are not paid within 30 days of receipt are subject to a monthly interest charge of one
percent (1.0%) per month or the highest interest rate allowed by law, whichever is less, which we may
elect to waive at our sole discretion, plus costs of collection, including reasonable attorneys' fees.
Crowe's fees are exclusive of taxes or similar charges, as well as customs, duties or tariffs, imposed in
respect of the services, any work product or any license, all of which Client agrees to pay if applicable or
if they become applicable (other than taxes imposed on Crowe's income generally), without deduction
from any fees or expenses invoiced to Client by Crowe.
2of4
STATEMENT OF WORK (Continued)
to that certain Master Services Agreement dated as of July 1, 2016
Between the City of South Bend, Indiana ("City" or "Client")
and Crowe Horwath LLP ("Crowe")
Municipal Advisory Services for the Proposed City of South Bend Bonds of 2017
(Fire Station Project) (the "Bonds")
V. Crowe Horwath Subcontractors to be used to complete Services
Crowe Horwath LLP will not be using any subcontractors.
VL Disclosure of Conflicts of Interest and Other Information
Pursuant to MSRB Rule G-42, if any known material conflicts of interest based on the exercise of
reasonable diligence by Crowe are determined, Crowe will provide a written statement to the City to
that effect. As of the date of this Statement of Work (SOW), Crowe is not aware of any material
conflicts of interest.
The firm is "nationally recognized" in matters relating to tax-exempt bond issues and has experience
in advising governmental issuers on the financial aspects involved with the issuance of tax-exempt
bonds. The firm is, registered with the Municipal Securities Rulemaking Board and the Securities and
Exchange Commission (SEC) as a Municipal Advisor.
As a Municipal Advisor, Crowe is required to file a Form MA pertaining to Crowe and Form MA-1 for
each employee engaged in Municipal Advisory activities. These forms include information about any
criminal actions, regulatory actions, investigations, terminations, judgments, liens, civil judicial
actions, customer complaints, arbitrations and civil litigation. Such information can be viewed on the
U.S. Securities and Exchange Commission EDGAR Company Filings. Crowe Horwath LLP CIK#:
0001620621 filings can be viewed at:
htti,)://www.sec.goly/c:gi-bin/brow,,;e-
ludeftount=40
Crowe's latest MA -A was accepted on April 20, 2017.
The MSRB is the principal regulator in the municipal securities market and develops rules for financial
professionals designed to ensure a fair and efficient market by preventing fraud and other unfair
practices, establishing professional qualifications, supporting market transparency, and applying
uniform practices to the industry. The MSRB offers a brochure that describes the protections
available under MSRB rules and how to file a complaint with an appropriate regulatory authority. This
brochure is located on the MSRB website at www.msrb.org.
This Statement of Work will commence on the date of signing by the City. Crowe will serve in the
capacity of municipal advisor to the Client until such time that the Client or Crowe notifies the other
party of the, dissolution of the relationship. From time -to -time, businesses decide that an agreement
does not continue to meet their needs. Accordingly, we mutually agree that either party can terminate
this engagement upon delivery of written notice thirty (30) days prior to the date of the desired
termination.
3 of 4
STATEMENT OF WORK (Continued)
to that certain Master Services Agreement dated as of July 1, 2016
Between the City of South Bend, Indiana ("City" or "Client")
and Crowe Horwath LLP ("Crowe")
Municipal Advisory Services for the Proposed City of South Send Bonds of 2017
(Fire Station Project) (the "Bonds")
City of South Bend
'k IY13,na:uv1:%
Signature
Jennifer Hockenhiull i A k '1 1) 1) 1"t A A
Printed Name
Controller
Title W.
Date ---
Crowe Horwath LILP
4 1 V .6
jr4
Signature
Alicia L. Antonetti-Tricker
Printed Name
Principal
Title
November 1, 2017
Date
4 of 4
BOARD OF PUBLIC WORKS
AGENDA ITEM RE,VIEW REQUEST FORM
Date 1/8/18,
Name Jen HockenhuIl
BPW Date 1/23/18
Department A/F
Required Prior to Submittal to Board
Legal Attorney Name Clara McDaniels
Controller review is required for all Contracts $5,000.00 or more
Controller and greater than one year in length per the City Purchasing
Policy
Nmmm�
Agreement
Professional Services
R Bid Opening
R Quote Opening
El Chg Order No.
El Ease./Encroach.
El Other:
" Contract LJ Proposal
[] Amendment
F] Bid Award ❑ Req. to Advertise
❑ Quote Award
C/O & P,CA No. PCA
Traffic Control ❑ Resolution
El Claim
LJ Addendum
Title Sheet
Required Information
Company or Vendor Name
Crowe Horwath
D Yes El If Yes, Approved by Purchasing
New Vendor
M No
MBENVBE Contractor
Completed E-Verify Form Attached
RF-1 WBE
❑Nos
Project Name
Fire Station #9
Project Number
n/a
Funding Source
2018 Fire Station Bond Proceeds
Account No.
n/a
Amount
$,50,000
Terms of Contract
Due upon close of bond
Purpose/Description
The City is required to retain a municipal financial consultant for
all bond issuance matters. Crowe will assist us with
financial
Amount of ❑
1:1
Increase $
Decrease $
Previous Amount
Current Percent of Change:
New Amount
Total Percent of Change:
Time Extension:
Copy Original
M F-1
❑ ❑
11 11
Ell
Jen Hockenhull