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HomeMy WebLinkAboutLetter of Engagement - HJ Umbaugh & Assoc. - Bond Services1316 COUNTY -CITY BUILDING 227 W. JEFFERSON BOULEVARD SOI ITH BEND. INDIANA 46601-1830 March 26, 2019 Todd Samuelson H.J. Umbaugh & Associates 112 Iron Works Ave., Suite C Mishawaka, IN 46544 RE: Letter of Engagement Dear Mr. Samuelson: PHONE 574/235-9251 FAx 574/235-9171 The Board of Public Works, at its meeting held on March 26, 2019, approved the above referenced letter of engagement regarding bond continuing disclosure services for outstanding debt issuances, in the amount not to exceed $15,000. 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 GARY A. GILOT GENEVIEVE MILLER ELIZABETH A. MARADIK LAURA O'SULLIVAN THERESE J. DORAU H. J. Umbaugh & Associates certified Public Accountants, LLP 112 IronWorks Avenue Suite C Mishawaka, IN 46544 Phone:574-935-5178 Fax: 574-935-5928 February 28, 2019 www.umbaugh.com (REVISED) Mr. Daniel Parker, Controller City of South Bend 227 W. Jefferson Blvd., Suite 1200 N. South Bend, 1N 46601 Re: Continuing Disclosure Services Dear Mr. Parker: As you are aware, Umbaugh (the "Firm") currently serves as the City of South Bend's (the "Client") dissemination agent, handling required filings (the "Services") on the Municipal Securities Regulatory Board's (MSRB) Electronic Municipal Market Access (EMMA) system for outstanding bonds (the "Bonds") which are subject to the continuing disclosure requirements under agreements that were executed at the time the Bonds were issued. Periodically, the Firm updates the engagement letters for its continuing disclosure clients. For 2019, with 2018 annual reporting period (filings due June 29, 2019), the Firm is updating these letters, and the new engagement letter is attached. Umbaugh will provide the same services as it previously has provided to the Client. " Additionally, unless the Client provides written notification to the Firm that the Client will not require the Services within 30 days of receipt of this letter, the Firm will commence the work to provide the Services for the current reporting period. Please note that on January 10, 2019, Umbaugh announced its intention to combine with Baker Tilly Virchow Krause, LLP, (Chicago, Illinois), a financial services and accounting firm and Springsted Incorporated, (Saint Paul, Minnesota), a municipal and management advisory firm. It is expected that the combination will become effective in the first quarter of 2019. The combined unit will operate under the name Baker Tilly Municipal Advisors, LLC. Effective February 27, 2019, new material event requirements will be in effect for any bonds issued which are subject to SEC Rule 15c2-12. While these new requirements will not affect bonds issued prior to that date, the Firm anticipates much more interaction with the Client moving forward. If you have plans to issue bonds after this date, please make sure that you have a designated compliance officer to work with the Firm. In addition, let us know if we may provide you with assistance in developing a post issuance policy to address these new requirements. Thank you for your prompt attention to this matter and for allowing Umbaugh to be of service to you. If you have any questions, please let us know. Very truly yours, H.J. 1Jt & Associates Certi led P'ublm Account s, l , � By: _wwW ' dd A. Samuelson, Partner H. J. Umbaugh & Associates Certifled Public Accountants, LLP 112 IronWorks Avenue Suite C Mishawaka, IN 46544 Phone: 574-935-5178 Fax: 574-935-5928 www.umbaugh,com February 28, 2019 (REVISED) Mr. Daniel Parker, Controller City of South Bend 227 W. Jefferson Blvd., Suite 1200 N. South Bend, IN 46601 Re: Continuing Disclosure Services Dear Mr. Parker: Thank you for requesting that H.J. Umbaugh & Associates, Certified Public Accountants, LLP (the "Firm") provide to the City of South Bend (the "Client") those services more fully set forth in Exhibit A hereto (the "Services"). This letter will also serve to (a) confirm the Bonds, listed on Exhibit A-1, is an accurate and complete list of bonds subject to the continuing disclosure requirements and (b) determine whether any events occurred that would be considered material. Please review and then execute a copy of Exhibit A - I. Once you have completed Exhibit A-1, please return an executed copy to my attention by mail, or scan and email the executed copy to Kim Keller at iWct�t t a r l.co or me. 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 mmof,Interest with Varl.9usw f"orrns of C91i nsa ip 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. Mr. Daniel Parker, Controller City of South Bend Re: Continuing Disclosure Services February 28, 2019 Page 3 . i 'i xttion Both the Client and the Firm have the right to terminate the engagement at any time after reasonable advance written notice ("Notice"). On termination, all fees and charges incurred prior to termination shall be paid promptly. The Firm will continue to provide the Services unless either party provides Notice that the Firm will no longer provide the Services to the Client. Unless otherwise stated in the Notice, termination will be effective upon receipt of the Notice by the party not initiating the termination. Ace u, tants' Q inion. 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. 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. CtI t-kps cam! i'lities 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. dditimal S'vice 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. Mr. Daniel Parker, Controller City of South Bend Re: Continuing Disclosure Services February 28, 2019 Page 4 E-yCr.if _Em grsrr 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. Municipal dvi sr Registyatign 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. Mediation Provision The Client and the Firm agree that if any dispute (other than our efforts to collect any outstanding invoice(s)) arises out of or relates to this engagement, or any prior engagement we may have performed for you, and if the dispute cannot be settled through informal negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures (or such other administrator or rules as the parties may mutually agree) before resorting to litigation. The parties agree to engage in the mediation process in good faith once a written request to mediate has been given by any party to the engagement. Any mediation initiated as a result of this engagement shall take place in Indianapolis, Indiana, or such other location as the parties may mutually agree. If the parties are unable to mutually agree on the selection of a mediator, the mediator shall be determined in accordance with the American Arbitration Association's Commercial Mediation Procedures. The results of any such mediation shall be binding only upon a written settlement agreement executed by each party to be bound. Each party shall bear its own costs and fees, including attorneys' fees and expenses, in connection with the mediation. The costs of the mediation, including without limitation the mediator's fees and expenses, shall be shared equally by the participating parties. Any ensuing litigation shall be initiated and maintained exclusively before any state or federal court having appropriate subject matter jurisdiction located in Indianapolis, Indiana. Other Financial I duwtt Acuities and Afliliati n 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. Mr. Daniel Parker, Controller City of South Bend Re: Continuing Disclosure Services February 28, 2019 Page 5 On January 10, 2019, Umbaugh announced its intention to combine with Baker Tilly Virchow Krause, LLP, (Chicago, Illinois), a financial services and accounting firm and Springsted Incorporated, (Saint Paul, Minnesota), a municipal and management advisory firm. It is expected that the combination will become effective in the first quarter of 2019. The combined unit will operate under the name Baker Tilly Municipal Advisors, LLC. 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. Very truly yours, H,J.IJm ssociates Certific Public A countants, 1A By: _ A" To A. Samuelson, Partner The undersigned hereby acknowledges and agrees to the foregoing letter of engagement. City of South Bend Date: By � I� EXHIBIT A Scope of sgrvigo This Scope of Services relates to the Client's reporting requirements to comply with the Securities and Exchange Commission Rule 15c2-12 ("Rule") as set forth in the Continuing Disclosure Undertaking Agreement(s) ("CDU") executed for the bonds listed in Exhibit A-1 ("Bonds"). Article I. PREPARATION AND FILING OF ANNUAL REPORTING The Firm will provide a list of the executed CDUs that it requires to complete its Services. The Client agrees to provide the Firm with a copy of each CDU that has been executed for the Bonds, including any master and supplemental CDUs. A. The Firm will: 0 Identify the Client's reporting obligations as contained in each CDU and Final Official Statement (FOS) for each of the Bonds; Prepare any necessary operating data for the reporting period (CDAF); 0 Obtain annual unaudited financial report from Gateway; m Send the CDAF to the Client for approval and execution of any necessary notices; M Provide to the Municipal Securities Rulemaking Board ("MSRB") through its Electronic Municipal Market Access System ("EMMA"), the annual information required under the respective CDU; 0 Provide the unaudited financial report and CDAF to other interested parties as required by the CDU or requested by the Client; and • If not filed at the time of the CDAF, file and provide to other interested parties the audited financial statements or examination reports of the Client as prepared and examined by the State Board of Accounts beginning with the most recent 12 month period ended December 31, together with the opinion of such accountants and all notes thereto. (It is the Client's responsibility to provide the Firm with a copy of the Audit or Examination Report immediately upon receipt thereof to ensure that the filing occurs within the time requirements of the CDU). Article II. ASSISTANCE FILING MATERIAL EVENTS ON EMMA Upon notification of one of the events listed below (collectively, Material Events), the Firm will assist the Client with filing any Material Events. Most Material Events are required by the Rule to be filed within ten business days of the occurrence. To assist with the compliance and to remind the Client of Material Events, the Firm will send the Client a brief semi-annual survey. However, Clients should notify the Firm as soon as possible should they believe a material event has or may have occurred to enable the Firm to file a timely notice on EMMA. It is the Client's sole responsibility to notify the Firm of the potential occurrence of a Material Event. The following events must be filed if the Client determines the event is material: a. non-payment related defaults b. modifications to rights of bondholders C. bond calls d. release, substitution or sale of property securing repayment of the bonds e. the consummation of a merger, consolidation, or acquisition, or certain asset sales, involving the obligated person, or entry into or termination of a definitive agreement relating to the foregoing f. appointment of a successor or additional trustee or the change of name of a trustee EXHIBIT A Scope t M ,rvices c nt'd The following events must be filed regardless of materiality: a. principal and interest payment delinquencies b, unscheduled draws on debt service reserves reflecting financial difficulties C. unscheduled draws on credit enhancements reflecting financial difficulties d. substitution of credit or liquidity providers, or their failure to perform e. defeasances f. rating changes g. adverse tax opinions or other material events affecting the tax-exempt status of the bonds; the issuance by the IRS of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material events, notices or determinations with respect to the tax status of the securities h, tender offers i. bankruptcy, insolvency, receivership or similar event of the obligated person Article III. FIVE YEAR COMPLIANCE CHECK A, At the time any debt obligations subject to the Rule is issued, the Client must disclose in its official statement any instances in the past five years it failed to comply, in all material respects, with any previous undertakings for bonds which were subject to the Rule. The Firm will: • Compile reporting requirements for any bonds that were outstanding during the five-year period; • Assess the filings made on EMMA in conjunction with each applicable bond issue; • Research whether any bonds with an assigned rating changed during the look -back period, including rating changes for insured bonds; and • Determine whether all required notices related to events and filings were made to comply with the CDUs. B. Remedying Deficiencies for Outstanding Bonds If a deficiency is found and the Bonds remain outstanding at the time of the Firm's compliance check, the Firm will prepare any necessary reporting or notices to meet the CDU obligations. The Client will review and approve the prepared reporting or notices. Once approved by the Client, the Firm will file the documentation on the EMMA system. The Firm will provide the Client with documentation that the EMMA filing has occurred. C. Updating Compliance. At the time that Firm conducts services annually under Article 1, the Firm will update the compliance check completed under Article III A and B. Article IV. RATING SURVEILLANCE SUPPORT If applicable for rated outstanding bonds, the Firm will assist with compiling responses to rating agency requests for data and information during the rating surveillance process. The Firm will also participate on rating surveillance calls and provide additional support as needed. Article V. OTHER POST ISSUANCE SERVICES The Firm will provide upon request by the Client other post issuance services including, but not limited to, consultation related to post issuance policies and procedures and debt management. EXHIBIT A-1 Please review the list below to ensure that it is an accurate and complete list of bonds currently subject to continuing disclosure. Oz?..IE)1�'E:��.Ea�.:�1T1�?t.�.0a 1�lSGLOSURIw $3,440,000 Economic Development Revenue Bonds Series 2018 (Potawatomi Zoo Project) $5,605,000 Economic Development Income Tax Bonds of 2015 $1,130,000 Park District Bonds, Series 2017A $1,465,000 Park District Bonds, Series 2017B $1,075,000 Park District Bonds, Series 2017C $1,275,000 Park District Bonds, Series 2017D $825,000 Park District Bonds, Series 2017E $1,150,000 Park District Bonds, Series 2017F $1,540,000 Park District Bonds, Series 2017G $1,880,000 Park District Bonds, Series 2017H $1,780,000 Park District Bonds, Series 2017I $930,000 Park District Bonds, Series 20171 $1,025,000 Park District Bonds, Series 2017K $5,045,000 General Obligation Bonds, Series 2018 $9,345,000 Sewage Works Revenue Bonds of 2010 $21,500,000 Sewage Works Revenue Bonds of 2011 $25,000,000 Sewage Works Revenue Bonds of 2012 $8,300,000 Waterworks Revenue Bonds of 2012 $3,300,000 Waterworks Refunding Revenue Bonds of 2016 $5,380,000 Indiana Bond Bank Special Program Bonds, Series 2009C-1 South Bend Redevelopment Authority $3,990,000 Lease Rental Revenue Refunding Bonds, Series 2013 (Century Center Project) $25,000,000 Lease Rental Revenue Bonds of 2015 $31,450,000 Lease Mental Revenue Refunding Bonds of 2015 (Eddy Street Commons Project) South Bend Redevelopment District $3,440,000 Special Taxing District Refunding Bonds of 2014 $11,995,000 Redevelopment District Bonds, Series 2018 City of South Bend Building Corporation $6,075,000 County Option Income Tax Lease Rental Revenue Refunding Bonds of 2010 $13,595,000 First Mortgage Revenue Refunding Bonds, Series 2012 $5,580,000 First Mortgage Revenue Bonds, Series 2013 Indiana Bond Bank $29,140,000 Special Program Refunding Bonds, Series 2011A (South Bend TIF Districts) MATERIAL, EVENTS Please indicate whether or not there has been any occurrence of the material events listed below. Yes No Within 10 business days of the occurrence, notice of the following events, if material (determination of materiality shall be made by the City): I. Non-payment related defaults w _ 2. Modifications to rights of Bondholders _ww 3. Bond calls _._... m 4. Release, substitution or sale of property securing repayment of the Bonds 5. The consummation of a merger, consolidation, or acquisition, or certain asset sales, involving the obligated person, or entry into or termination of a definitive agreement relating to the foregoing,, 6. Appointment of a successor or additional trustee or the change of name of a trustee Within 10 business days of the occurrence, notice of the following events, regardless of materiality: 7. Principal and interest payment delinquencies 8. Unscheduled draws on debt service reserves reflecting financial difficulties 9. Unscheduled draws on credit enhancements reflecting financial difficulties 10. Substitution of credit or liquidity providers, or their failure to perform 11. Defeasances 12. Rating changes* 13. Adverse tax opinions or other material events affecting the tax-exempt status of the Bonds, the issuance by the IRS of proposed or final determinations of taxability, notices of Proposed Issue (IRS Form 5701-TEB) or other material events, notices or determinations with respect to the tax status of the securities 14. Tender offers 15, Bankruptcy, insolvency, receivership or similar event of the obligated person EXHIBIT A-1 (cont'd) Yes No Additionally, have you received a State Board of Accounts Audit report or an independent auditor report during the past six months that has not already been filed with EMMA? If so, please provide this report so that it may be filed with EMMA. Is an audit currently underway? _ *Have you been contacted by a bond rating agency, such as Moody's Investors Service or Standard & Poor's Corporation during the past six months or have you been advised of any changes in the rating or your bonds? Please list below any other events that have occurred which would be material and therefore have a significant effect on the security of the bonds. Do the Bonds listed above have Post Compliance Procedures (may be located in bond transcripts)? If so, who is the designated Compliance Officer (name and title) On behalf of the City of South Bend, I certify the above information to be correct and complete. City of South Bend Dated` ......... �.�......�. By: EXHIBIT B Fees The Firm's fees for services set forth in Exhibit A will be billed at the Firm's standard billing rates based upon the actual time and expenses incurred, however the total fees will not exceed Fifteen Thousand Dollars ($15,000) without further authorization by the Client. Standard Hpurly Rgtgs by Job Classification 1/1/2019 Partners / Principals / Directors $240.00 to $550.00 Managers $200.00 to $325.00 Senior Consultants $150.00 to $250.00 Consultants $135.00 to $200.00 Municipal Bond Disclosure Specialists $120.00 to $190.00 Support Personnel $ 110.00 to $150.00 Interns $90.00 to $110.00 0, 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 mileage which will be billed on a separate line item. 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 gfMunicipal 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. Affiliate Conflict. UCAS, an affiliate of the Firm (the "Affiliate"), has or is expected to provide certain advice to or on behalf of Client that is directly related to the Firm's activities within the Scope of Services under this Agreement. In particular, providing advice to Client regarding investment of bond proceeds. The Affiliate's business with Client could create an incentive for the Firm to recommend to Client a course of action designed to increase the level of Client's business activities with the Affiliate or to recommend against a course of action that would reduce or eliminate Client's business activities with the Affiliate. Furthermore, this potential conflict is mitigated by the fact that the Affiliate is subject to its own comprehensive regulatory regime as a registered investment adviser with the Securities and Exchange Commission under the federal investment Advisers Act. II. o ensation-Based ConflictA. The fees due under this Agreement are based on hourly fees of the Firm's personnel, with the aggregate amount equaling the number of hours worked by such personnel times an agreed - upon hourly billing rate. This form of compensation presents a potential conflict of interest if Client and the Firm do not agree on a reasonable maximum amount at the outset of the engagement, because the Firm does not have a financial incentive to recommend alternatives that would result in fewer hours worked. This conflict of interest is mitigated by the general mitigations described above. III. Other Munici al Ad vis r Relation Iri , . 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 Reeardine Legal Events 9nd 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. EXHIBIT C Disclosure Statement of Municipal A vi r(egO1141 Accordingly, the Firm sets out below required disclosures and related information in connection with such disclosures. 1. Material -Legal orDhiciplillary Event. There are no legal or disciplinary events that are material to Client's evaluation of the Firm or the integrity of the Finn's management or advisory personnel disclosed, or that should be disclosed, on any Form MA or Form MA -I filed with the SEC. II. How to Access Form MA and Form 'NIA-1 Filings. The Firm's most recent Form MA and each most recent Form MA-1 filed with the SEC are available on the SEC's EDGAR system at itt :ilwww,sec.g, yr tcgi- in - ar acti n= g tc npAijy .(l 001610268. III. M st Recent C in Legal or Disciplinary Invent Discl su e. The Firm has not made any material legal or disciplinary event disclosures on Form MA or any Form MA -I filed with the SEC. J!AKT C —Future Supplen_iontyl 12isclo2yres As required by MSRB Rule G42, 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. PART D —Rule G-10: Investor and Municipal A_qyisgory Client Education and Protection MSRB Rule G-10 requires that municipal advisors to notify their clients of the availability of a client brochure on the MSRB's website that provides information on the processes for filing a client complaint. Accordingly, the Firm sets out below the required information. I. The Finn is registered as a Municipal Advisor with the Securities and Exchange Commission (867-00278) and the Municipal Securities Rulemaking Board (KO 171). II. The website address for the Municipal Securities Rulemaking Board is www.msrb.org. III. The website for the Municipal Securities Rulemaking Board has a link to a brochure that describes (i) the protections that may be provided by the Municipal Securities Rulemaking Board rules and (ii) describes how to file a complaint with an appropriate regulatory authority. BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date 3/15/2019 Name Daniel Parker Department Administration & Finance BPW Date 3/26/201 Phone Extension 9822 Required Prior to Submittal to Board BPW Attorney [ Attorney Name Dept. Attorney Attorney Name Elliot Anderson Purchasing Daniel Parker Check the A i zoo riate Item Type —Reg4o Professional Services Agreement n Contract Open Market Contract ❑ Amendment/Addendum Bid Opening ❑, Bid Award [❑ Quote Opening ❑ Quote Award ❑ Proposal Opening ❑ C/O & PCA No. Chg. Order, No. ❑ Traffic Control F] Other: Information All LJ Proposal EJ Special Purchase, QPA ❑ Req. to Advertise Reject Bids/Quotes PCA E] Resolution I] Ease./Encroach ❑ Title Sheet Company or Vendor Name H.J. Umbau h & Associates New VendorYes[� If Yes, Approved by Purchasing No MBE/WBE Contractor F] MBE ❑ WBE Completed E-Verify Form Attached ❑ Nos Project Name Bond Continuing Disclosure Services .... ....................... .. _...................................... Project Number None Funding Source 101 General Fund _..... ......... .....__. Account No. 101-0401-415.31-06 Amount NTE $15000 ....... ....... ................. Terms of Contract Purpose/Description Services to ensure the City complies with all continuing disclosure filings a required by the Municipal Securities Regulatory Board (MSRB) for outstanding debt issuances. For C1�Li e Orders On1 Amount of ❑ Increase $ Decrease ❑ ($ � ........____________________________ Previous Amount $ Increase % Current Percent of Change: Decrease ( % New Amount $ Increase % Total Percent of Change: Decrease ( % Time Extension Amount: New Completion Date: