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HomeMy WebLinkAbout6B(8) Project Assignment related to Coveleski Stadium bond issueCrowe Horwath- Crowe Horwath LLP Independent Member Crowe Horwath International PROJECT ASSIGNMENT City of South Bend, Indiana 10 West Market Street, Suite 2000 Indianapolis, Indiana 46204 -2975 Tel 317.632 .1100 Fax 317.635.6127 www.crowehorwath.com October 15, 2010 This document is a Project Assignment based on an agreement entered into between the City of South Bend — Community & Economic Development Office ( "CED Office ") and Crowe Horwath LLP ( "Crowe ") dated February 3, 2010. The title of this Project Assignment is: Coveleski Bond Issue The scope of financial advisory services provided by Crowe may include the following: Analysis of Financing Alternatives 1. Provide evaluation of and recommendations regarding various financing alternatives available to the CED Office. Provide recommendations relative to maturity schedules, call premiums, maximum coupon rates and arbitrage restrictions. 2. Prepare an analysis of the financing impact on the City of South Bend's revenues based on various issuance sizes and maturities, if applicable. 3. Determine direct and overlapping community debt, debt ratios and per capita ratios for the purpose of establishing limitations, if any, and credit capabilities. Planning and Financial Structuring 1. Prepare for and attend up to two (2) public meetings to inform the public about the cost and tax rate effects, if any, of the Bond Issue. 2. Coordinate construction and financing schedules with architects and /or engineers, if applicable. 3. Communicate with local counsel and bond counsel concerning legal and financial timetables and necessary documentation. 4. Prepare Request for Proposal (RFP) for underwriters, if deemed appropriate, and assist in the interview /evaluation process. 5. Negotiate with banks, institutions and insurance companies with respect to credit enhancement, if deemed appropriate. 6. Prepare RFP for Registrar and Paying Agent services, as needed, and analyze responses. Project Assignment (Continued) City of South Bend — Community & Economic Development Office October 15, 2010 Page 2 Disclosure and Presentations 1. Participate in due diligence investigations as required in connection with client's disclosure obligations under SEC regulations including Rule 10(b)(5) and the Securities Acts of 1933 and 1934, as well as the disclosure rules applicable to governmental issuers under SEC Rule 15c2 -12. 2. Prepare Official Statement for sale of securities at competitive bid or negotiated basis, including Preliminary or Nearly Final and Final Official Statements. 3. Apply for and manage data presentations relative to request for credit ratings by Moody's Investors Service, Standard & Poor's and /or Fitch Ratings. 4. Appear before State regulatory departments and agencies, if necessary. Sale, Closing and Follow- Through 1. Participate in pricing calls on behalf of the CED Office if the sale of bonds is negotiated; accept, evaluate and award bids for bonds if sold competitively. 2. Arrange for closing of sale and transfer of funds. 3. Provide a recommendation on investment alternatives available for bond proceeds. 4. Provide advice on IRS arbitrage tracking and reporting requirements. 5. Provide advice on the development of an ongoing disclosure program to comply with secondary market disclosure rules. 6. Submit post bond sale reporting documentation to the DLGF. FEES Professional fees for the scope of services described will not exceed $35,000 without the written consent of the CED Office, and include up to two (2) public meetings or working group meetings. Additional meetings in excess of two (2) will be invoiced as an additional cost at our normal hourly rates. Partner /Director $310-370 Senior Manager 200-250 Manager 155-200 Staff 100- 125 Out -of- pocket expenses At Cost Should the project terminate prior to the issuance of bonds, we will invoice the CED Office for the time and materials through the date of project termination. Otherwise, our fees can be paid from bond proceeds. Out -of- pocket expenses paid by Crowe are billed to the client at cost. These expenses generally include, but are not limited to, communication, printing, binding, electronic marketing, evaluation software and travel expenses incurred on behalf of the client. Services requested which are outside the scope of services listed herein will be described and quoted separately. Project Assignment (Continued) City of South Bend - Community & Economic Development Office October 15, 2010 Page 3 Should there be any problems or unforeseen circumstances, we will notify the CED Office 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 CED Office and will not, unless otherwise indicated, be acting as agents, employees, partners, joint ventures or associates of the CED Office. 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. In the event the CED Office approves this amendment engagement of Crowe for this assignment, please sign, date and return the enclosed copy of this letter to us. Respectfully submitted, Ifs - John R. Skomp Agreed and Accepted: CITY OF SOUTH BEND — COMMUNITY & ECONOMIC DEVELOPMENT OFFICE In Date: Crowe Horwath LLP is an independent member of Crowe Horwath International, a Swiss verein. Each member firm of Crowe Horwath International is a separate and independent legal entity. Crowe Horwath LLP and its affiliates are not responsible or liable for any acts or omissions of Crowe Horwath International or any other member of Crowe Horwath International and specifically disclaim any and all responsibility or liability for acts or omissions of Crowe Horwath International or any other member of Crowe Horwath International. Crowe Horwath International does not render any professional services and does not have an ownership or partnership interest in Crowe Horwath LLP. Crowe Horwath International and its other member firms are not responsible or liable for any acts or omissions of Crowe Horwath LLP and specifically disclaim any and all responsibility or liability for acts or omissions of Crowe Horwath LLP.