HomeMy WebLinkAboutStatement of Work - Crowe LLP - Municipal Advisory Services1316 COUNTY -CITY BUILDING
227 W. JEF FERSON BOULE-NARD
SOUTH BFND. INDIANA 46601-1930
August 14, 2018
Alicia Antonetti-Tricker
Crowe LLP
135 North Pennsylvania St., Suite 200
Indianapolis, IN 46204-2407
RE: Statement of Work
Dear Ms. Tricker:
PHONu, 574/235-9251
FAX 574/ 235-9171
The Board of Public Works, at its meeting held on August 14, 2018, approved the statement
of work regarding municipal advisory services for the preparation and issuance of tax-
exempt 501 (C)(3) qualified bonds in support of Potawatomi Zoo Capital projects in the
amount of $53,000.
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
GAILY A. GILOT SUZANNA M. FRITZBER(.3 Et,1ZABETFi A. MARADIK JAMEs A. MUELLM TI 1ERES]" J, DORAU
DocuSign Envelope I D: I D04DD2B-AB85-48E8-8I309-6A1 97DI 139F71
Crowe
Crowe ILLP
Independent Member Crowe Global
135 North Pennsylvania St, Suite 200
Indianapolis, Indiana 46204-2407
Tel +1 317 632 1100
Fax +1 317 635 6127
www.crowe.com
STATEMENT OF WORK
to that certain Master Services Agreement dated as of July 1, 2016
Municipal Advisory Services for the
Proposed City of South Bend (the "City" or "Client") Bonds of 2018 (the "Bonds")
• Description of Services and Deliverables
Crowe will provide Services and Defiverables, as defined in the Agreement, which will include, the followings
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 1933 and 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 Final 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 presentations relative to request for credit ratings by Moody's Investors
Service, Standard & Poor's, andlor 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 Bond's on PARITY if 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.
Crowe will be providing services as a Municipal Advisor and not as a Registered Dealer,
0 Assum pti ons,ICI lent Responsibilities
Client will provide financial data as requested by a data request.
Page 1 of 4
DocuSign Envelope ID: 1D04DD2B-AB85-48E8-8609-6A197DIB9F71
STATEMENT OF WORK
to that certain Master Services Agreement dated as of July 1, 2016
• Management Representative Jennifer Hockenhull Controller
Name/Title
• Fees and Expenses
The total fee for this project is a fixed fee of $53,000, 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
Band Issuance
$ 50,000
Parity Report'
$ 3,000
Total
$ 53,000
T 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.
We will invoice you for our services and out-of-pocket expenses at the time of issuance of the Bonds.
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.
Our invoices are due and payable upon receipt. Invoices that are not paid within 30 days of receipt are
subject to a monthly interest charge of one percent 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. If any amounts invoiced remain unpaid 30 days after the invoice date, you
agree that Crowe may, in its sole discretion, cease work until all such amounts are paid or terminate this
engagement.
The fee payment arrangements are designed for clarity and efficiency and will frequently not correspond
to the amount of time and cost we incur on your behalf during a particular calendar period for a variety of
reasons. While we may bill you for services on an equal monthly payment, our professional fees and
expenses incurred will often exceed the monthly billing amount early in the contract period because of
engagement planning. You agree that in the event, regardless of the cause, the arrangement under this
letter is terminated, you will pay us any professional fees and expenses incurred in excess of billings
received, in addition to any termination payment this letter might require. Similarly, in the event of early
termination, if your payments have exceeded our fees and expenses, we will return the excess payments
to you.
The fees outlined above are based on certain assumptions. Those assumptions may be incorrect due to
incomplete or inaccurate information provided, or circumstances may arise under which we must perform
additional work, which in either case will require additional billings for our services. Due to such potential
changes in circumstance, we reserve the right to revise our fees. However, if such a change in
circumstances arises or if some other significant change occurs that causes our fees to exceed our
estimate, Crowe will so advise Client. Further, these fees do not consider any time that might be
necessary to assist Client in the implementation or adoption of any recommendation made by Crowe.
Our fee estimates assume that personnel of the Client will assist us in gathering the information
necessary to perform the engagement, including obtaining supporting documents, pulling customer files,
Page 2 of 4
DocuSign Envelope I D: I D04DD2e-AB85-48E8-BB09-6Al97DlB9F71
STATEMENT OF WORK
to that certain Master Services Agreement dated as of July 1, 2016
following up on exceptions, and in other similar ways. We also assume that no irregularities will be
discovered, no unusual procedures will be required, internal control is reasonably adequate, and there
will be no substantial changes in the operations of the Client. If unforeseen circumstances indicate that
the fees will change, the situation will be discussed with management.
Our 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.
To facilitate Crowe's presence at Client's premises, Client will provide Crowe with internet access whiile
on Client's premises. Crowe will access the internet using a secure virtual private network. Crowe will be
responsiblle for all internet activity performed by its personnel while on Client's premises. In the event
Client does not provide Crowe with internet access while on Client's Ipremises, Client will reimburse
Crowe for the cost of internet access through other means while on Client's site.
0 Crowe Subcontractors to be used to complete Services
Crowe LLP will not be using any subcontractors.
a Disclosure of Conflicts of Interest
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 Client to
that effect. As of the date of this Agreement, Crowe is not aware of any material conflicts of interest,
0 Other Information
Crowe is registered with the Municipal Securities Rulemaking Board (MSRB) and the U.S. 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 LLP CIK#: 0001620621 filings can be viewed at:
http://www.sec..qov/cgi-bin/browse!-
Crowe's latest MA -A was accepted on July 3, 2018,
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 reguilatory authority. This brochure is
located on the MSRiB webs to at www.msrb.org.
a Term of Statement of Work ("SOW")
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.
This Agreement will commence on the signed' by both parties. This Agreement will terminate with the
completion of the Scope -of -Services.
(signature page follows)
Page 3 of 4
DocuSign Envelope ID: I D04DD2B-AB85-4,8E,8-8B99-6A197DI 89F71
STATEMENT OF WORK
to that certain, Chaster Services Agreement dated as of July 1, 20,16
City of South Bend
DocuSigned 0 by,
N&MLAF4,6E r
Signature
Jennifer Hockenhull Board of I)WOHO 'Works
Printed Name
AU 6 01
Controller
Title
July 24, 2018
ME
Crowe LLP
Alicia
by�
Alicia Antonetti-Tricker
81316199EUrn47F
Signature
Alicia L. Antonetti-Tricker
Printed Name
Principal
Title
July 18, 2018
Date
Page 4 of 4
BOARD OF PUBLIC WORKS
AGENDA ITEM REVIEW REQUEST FORM
Date Auaust 7. 2018
Name
Benjamin Dougiherty
Department
Admin & Finance
BPW Date
August 14, 2018
Phone Extension
7678
Reauired Prior, to Submittal to Board
Legal X Attorney Name Elliot Anderson
Controller review is required for all Contracts $5,000.00 or more
Controller Z and greater than one year in length per the City Purchasing
Policy
Purchasing F-1
Agreement
" Contract Ll Proposal L] Addendum
Professional Services
E]
Amendment
[:1
Bid Opening
El
Bid Award El Req. to Advertise Title Sheet
F-1
Quote Opening
F-1 Quote Award
F-1 Chg Order No.
F-1 C/O & PCA No. F] PCA
F] Ease./Encroach.
F-1 Traffic Control F-1
Resolution
El
Other:
El
Claim
Required Information
Company or Vendor Name
Crowe LLP
El Yes ❑ if Yes, Approved by Purchasing
New Vendor
Z
No
MBENVBE Contractor
1:1 MBE Completed E-Verify Form Attached El Yes
Fj WBE D No
Project Name
Econ. Dev. Rev. Bonds, Series 2018 (Potawatomi Zoo Project)
Project Number
Funding Source
Account No.
453-1104-452.38-04
Amount
$53,000.00
Terms of Contract
Fixed fee, payable from bond proceeds.
Purpose/Description
Municipal advisor services for preparation and issuance of tax-
exempt, 501(c)(3) qualified bonds in support of zoo capital
Droiects (r)ursuant to PZS Lease and Manaaement Aareement).
Amount of
For Chancie Orders Onlv
n increase $
F] Decrease $
Previous Amount
Current Percent of Change:
New Amount
Total Percent of Change:
Time Extension:
Copy
Original
F-1
F-1
El