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HomeMy WebLinkAboutBaker Tilly US, LLP/Street/$39,900/Operations Audit DocuSign Envelope ID: DEBOC4B9-6AOC-4A20-9F28-E54D9FA5AA63 Baker Tilly US,LLP Street Department-2022 Appropriation#2201 2201 43-509.00 Motor Vehicle Highway Fund;P.O.#106585 Contract Not To Exceed$39,900.00 APPROVED 3ll4 4V4 kKu(c[ fill rw am,.lur lT,2(12TJ AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") is hereby made and entered into by and between the City of Carmel, Indiana, acting by and through its Board of Public Works and Safety (hereinafter "City"), and Baker Tilly US, LLP (hereinafter"Professional"). RECITALS WHEREAS City owns and is responsible for the operation and maintenance of its property, personnel, public works and infrastructure; and WHEREAS,from time to time, City needs professional assistance in fulfilling its foregoing responsibilities; and WHEREAS, Professional is experienced in providing and desires to provide to City the professional services ("Services") referenced herein; and WHEREAS, City desires to engage Professional as an independent contractor for the purpose of providing to City the Services referenced herein; NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and conditions set forth herein, City and Professional mutually agree as follows: SECTION 1 INCORPORATION OF RECITALS The foregoing Recitals are hereby incorporated into this Agreement and made a part hereof. SECTION 2 SCOPE OF SERVICES 2.1 City desires to engage Professional as an independent contractor for the Services set forth in attached Exhibit A, incorporated herein by this reference. 2.2 Professional understands and agrees that City may, from time to time, request Professional to provide additional or modified Services to City. When City desires additional Services from Professional, the City shall notify Professional of such additional Services desired, as well as the time frame in which same are to be provided.Only after City has approved Professional's time and cost estimate for the provision of such additional Services, has encumbered sufficient monies to pay for same, and has authorized Professional, in writing, to provide such additional Services, shall such Services be provided by Professional to City.A copy of the City's authorization documents for the purchase of additional Services shall be numbered and attached hereto in the order in which they are approved by City. 2.3 Time is of the essence of this Agreement. SECTION 3 CITY'S RESPONSIBILITIES [C:Users clivuigston\Downloads\Baker Tilly US.LLP Professional Services.docx:6/6/2022 10:49 AM] 1 DocuSign Envelope ID: DEBOC4B9-6AOC-4A20-9F28-E54D9FA5AA63 Baker Tilly US,LLP Street Department-2022 Appropriation#2201 2201 43-509.00 Motor Vehicle Highway Fund;P.O.#106585 Contract Not To Exceed$39,900.00 3.1 City shall provide such information as is reasonably necessary for Professional to understand the Services requested. 3.2 City shall provide all data required for provision of Services. Professional may assume that all data so provided is correct and complete. 3.3. City shall arrange for Professional to enter upon public and private property as reasonably required for Professional to perform the Services. 3.4 City shall designate payment of the Services from City budget appropriation number 2201 2201 43-509.00 Motor Vehicle Highway funds. 3.5 City shall designate the Mayor or his duly authorized representative to act on City's behalf on all matters regarding the Services. SECTION 4 PROFESSIONAL'S RESPONSIBILITIES 4.1 Professional shall perform the Services pursuant to the terms of this Agreement and within any applicable time and cost estimate. 4.2 Professional shall coordinate with City its performance of the Services. 4.3 Professional shall provide the Services by following and applying at all times reasonable and lawful standards as accepted in the industry. SECTION 5 COMPENSATION 5.1 Professional estimates that the total price for the Services to be provided to City hereunder shall be no more than Thirty Nine Thousand Nine Hundred Dollars ($39,900.00) (the "Estimate"). Professional shall submit an invoice to City no more than once every thirty (30) days for Services provided City during the time period encompassed by such invoice. Invoices shall be submitted on a form containing the same information as that contained on the Professional Services Invoice attached hereto as Exhibit B, incorporated herein by this reference. City shall pay Professional for all undisputed Services rendered and stated on such invoice within thirty five (35)days from the date of City's receipt of same. 5.2 Professional agrees not to provide any Services to City that would cause the total cost of same to exceed the Estimate,without City's prior written consent. SECTION 6 TERM [C:\Users\clivuigston\Downloads\Baker Tilly US.LLP Professional Services.docx:6/6/2022 10:49 AM] 2 DocuSign Envelope ID: DEBOC4B9-6AOC-4A20-9F28-E54D9FA5AA63 Baker Tilly US,LLP Street Department-2022 Appropriation#2201 2201 43-509.00 Motor Vehicle Highway Fund;P.O.#106585 Contract Not To Exceed$39,900.00 Unless otherwise terminated in accordance with the termination provisions set forth in Section 7.1 hereinbelow, this Agreement shall be in effect from the Effective Date through December 31, 2022, and shall, on the first day of each January thereafter, automatically renew for a period of one (1) calendar year, unless otherwise agreed by the parties hereto. SECTION 7 MISCELLANEOUS 7.1 Termination 7.1.1 The obligation to provide all or any portion of the Services under this Agreement may be terminated by City or Professional,without cause, upon thirty (30)days' notice. 7.1.2 The obligation to provide all or any portion of the Services under this Agreement may be terminated by City,for cause, immediately upon Professional's receipt of City's "Notice to Cease Services." 7.1.3 In the event of full or partial Agreement termination, and as full and complete compensation hereunder, Professional shall be paid for all such Services rendered and expenses incurred as of the date of termination that are not in dispute, except that such payment amount shall not exceed the Estimate. Disputed compensation amounts shall be resolved as allowed by law. 7.2 Binding Effect City and Professional, and their respective officers, officials, agents, partners and successors in interest are bound to the other as to all Agreement terms, conditions and obligations. 7.3 No Third Party Beneficiaries Nothing contained herein shall be construed to give rights or benefits to anyone other than the parties hereto. 7.4 Relationship The relationship of the parties hereto shall be as provided for in this Agreement, and neither Professional nor any of its agents,employees or contractors are City employees. Professional shall have the sole responsibility to pay to or for its agents, employees and contractors all statutory, contractual and other benefits and/or obligations as they become due. Professional hereby warrants and indemnifies City for and from any and all costs,fees,expenses and/or damages incurred by City as a result of any claim for wages, benefits or otherwise by any agent, employee or contractor of Professional regarding or related to the subject matter of this Agreement. This indemnification obligation shall survive the termination of this Agreement. 7.5 Insurance [C:\Users\clivrigston\Downloads\Baker Tilly US.LLP Professional Services.docx:6/6/2022 10:49 AM] 3 DocuSign Envelope ID: DEBOC4B9-6AOC-4A20-9F28-E54D9FA5AA63 Baker Tilly US,LLP Street Department-2022 Appropriation#2201 2201 43-509.00 Motor Vehicle Highway Fund;P.O.#106585 Contract Not To Exceed$39,900.00 7.5.1 Professional shall, as a condition precedent to this Agreement, purchase and thereafter maintain such insurance as will protect it and City from the claims set forth below which may arise out of or result from Professional's operations under this Agreement, whether such operations be by Professional or by its subcontractors or by anyone directly or indirectly employed by any of them, or by anyone directly for whose acts any of them may be liable: 1) Claims under Worker's Compensation and Occupational Disease Acts, and any other employee benefits acts applicable to the performance of the work; 2) Claims for damages because of bodily injury and personal injury, including death, and; 3) Claims for damages to property. Professional's insurance shall be not less than the amounts shown below: A. Commercial General Liability (Occurrence Basis) Bodily Injury, personal injury, property damage, Contractual liability, product/completed operations Each Occurrence Limit $1,000,000.00 Damage to Rented Premises $100,000.00 (each occurrence) Medical Expense Limit $5,000.00 Personal and Advertising Injury Limit $500,000.00 General Aggregate Limit $2,000,000.00 (Other than Products Completed Operations) NOTE: GENERAL AGGREGATE TO APPLY PER PROJECT Products/Completed Operations $1,000,000.00 B. Auto Liability $1,000,000.00 (combined single limit) (owned, hired & non-owned) Bodily injury& property damage $1,000,000.00 each accident C. Excess/Umbrella Liability $2,000,000 (each occurrence and aggregate) [C:\Users\clivrngston\Downloads\Baker Tilly US.LLP Professional Services.docx:6/6/2022 10:49 AM] 4 DocuSign Envelope ID: DEBOC4B9-6AOC-4A20-9F28-E54D9FA5AA63 Baker Tilly US,LLP Street Department-2022 Appropriation#2201 2201 43-509.00 Motor Vehicle Highway Fund;P.O.#106585 Contract Not To Exceed$39,900.00 D. Worker's Compensation & Disability Statutory E. Employer's Liability: Bodily Injury by Accident/Disease: $100,000 each employee Bodily Injury by Accident/Disease: $250,000 each accident Bodily Injury by Accident/Disease: $500,000 policy limit F. Professional Liability Insurance. The Professional shall carry and maintain during the continuance of this Agreement, professional liability insurance in the amount of $2,000,000 for single limit claims and$3,000,000 in the aggregate.The Professional's policy of insurance shall contain prior acts coverage sufficient to cover all Services performed by the Professional for this Project. Upon City's request, Professional shall give prompt written notice to City of any and all claims made against this policy during the period in which this policy is required to be maintained pursuant to this Agreement. If the insurance is written on a claims-made basis and coverage is cancelled at any time, the Professional will obtain, at its cost, an extended reporting endorsement which provides continuing coverage for claims based upon alleged acts or omissions during the term of the Agreement until all applicable statute of limitation periods have expired. 7.5.2 Professional shall provide the City with a certificate of insurance, naming the City as an "additional insured,"showing such coverage then in force (but not less than the amount shown above) shall be filed with City prior to commencement of any work.These certificates shall contain a provision that the policies and the coverage afforded will not be canceled until at least thirty (30) days after written notice has been given to City. 7.5.3 Professional may, with the prior approval of the City, substitute different types of coverage for those specified if the total amount of required protection is not reduced. Professional shall be responsible for all deductibles. 7.5.4 Nothing in the above provisions shall operate as or be construed as limiting the amount of liability of Professional to the above enumerated amounts. 7.6 Liens Professional shall not cause or permit the filing of any lien on any of City's property. In the event such a lien is filed and Professional fails to remove it within ten (10) days after the date of filing, City shall have the right to pay or bond over such lien at Professional's sole cost and expense. 7.7 Default [C:\Users\clivrigston\Downloads\Baker Tilly US.LLP Professional Services.docx:6/6/2022 10:49 AM] 5 DocuSign Envelope ID: DEBOC4B9-6AOC-4A20-9F28-E54D9FA5AA63 Baker Tilly US,LLP Street Department-2022 Appropriation#2201 2201 43-509.00 Motor Vehicle Highway Fund;P.O.#106585 Contract Not To Exceed$39,900.00 In the event Professional: (a) repudiates, breaches or defaults under any of the terms or conditions of this Agreement, including Professional's warranties; (b)fails to perform the Services as specified; (c)fails to make progress so as to endanger timely and proper completion of the Services and does not correct such failure or breach within five(5)business days after receipt of notice from City specifying same;or(d)becomes insolvent, files, or has filed against it, a petition for receivership, makes a general assignment for the benefit of creditors or dissolves, each such event constituting an event of default hereunder, City shall have the right to terminate all or any part of this Agreement, without liability to Professional and to exercise any other rights or remedies available to it at law or in equity. 7.8 Government Compliance Professional agrees to comply with all laws,executive orders, rules and regulations applicable to Professional's performance of its obligations under this Agreement,all relevant provisions of which being hereby incorporated herein by this reference,to keep all of Professionals' required professional licenses and certifications valid and current, and to indemnify and hold harmless City from any and all losses,damages, costs, liabilities,damages, costs and attorney fees resulting from any failure by Professional to do so.This indemnification obligation shall survive the termination of this Agreement. 7.9 Indemnification Professional shall indemnify and hold harmless City and its officers, officials, employees and agents from all losses, liabilities, claims,judgments and liens, including, but not limited to, all damages, costs, expenses and attorney fees arising out of any intentional or negligent act or omission of Professional and/or any of its employees, agents or contractors in the performance of this Agreement. This indemnification obligation shall survive the termination of this Agreement. 7.10 Discrimination Prohibition Professional represents and warrants that it and each of its employees, agents and contractors shall comply with all existing and future laws prohibiting discrimination against any employee, applicant for employment and/or other person in the subcontracting of work and/or in the performance of any Services contemplated by this Agreement with respect to hire,tenure,terms,conditions or privileges of employment or any matter directly or indirectly related to employment, subcontracting or work performance hereunder because of race, religion, color,sex, handicap, national origin,ancestry,age,disabled veteran status or Vietnam era veteran status.This indemnification obligation shall survive the termination of this Agreement. 7.11 E-Verify [C:\Users\clivuigston\Downloads\Baker Tilly US,LLP Professional Seri ices.does:6/6/2022 10:49 AM] 6 DocuSign Envelope ID: DEBOC4B9-6AOC-4A20-9F28-E54D9FA5AA63 Baker Tilly US,LLP Street Department-2022 Appropriation#2201 2201 43-509.00 Motor Vehicle Highway Fund;P.O.#106585 Contract Not To Exceed$39,900.00 Pursuant to I.C. § 22-5-1.7 et seq., Professional shall enroll in and verify the work eligibility status of all of its newly-hired employees using the E-Verify program, if it has not already done so as of the date of this Agreement. Professional is further required to execute the attached Affidavit, herein referred to as Exhibit C, which is an Affidavit affirming that: (i) Professional is enrolled and is participating in the E-verify program, and (ii) Professional does not knowingly employ any unauthorized aliens. This Addendum incorporates by reference, and in its entirety, attached Exhibit C. In support of the Affidavit, Professional shall provide the City with documentation that it has enrolled and is participating in the E-Verify program. This Agreement shall not take effect until said Affidavit is signed by Professional and delivered to the City's authorized representative. Should Professional subcontract for the performance of any work under this Addendum, the Professional shall require any subcontractor(s) to certify by affidavit that: (i) the subcontractor does not knowingly employ or contract with any unauthorized aliens, and (ii) the subcontractor has enrolled and is participating in the E-verify program. Professional shall maintain a copy of such certification for the duration of the term of any subcontract. Professional shall also deliver a copy of the certification to the City within seven (7)days of the effective date of the subcontract. If Professional, or any subcontractor of Professional, knowingly employs or contracts with any unauthorized aliens, or retains an employee or contract with a person that the Professional or subcontractor subsequently learns is an unauthorized alien, Professional shall terminate the employment of or contract with the unauthorized alien within thirty (30)days ("Cure Period"). Should the Professional or any subcontractor of Professional fail to cure within the Cure Period, the City has the right to terminate this Agreement without consequence. The E-Verify requirements of this Agreement will not apply, should the E-Verify program cease to exist. 7.12 Severability If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, that provision shall be stricken, and all other provisions of this Agreement that can operate independently of same shall continue in full force and effect. 7.13 Notice Any notice, invoice, order or other correspondence required or allowed to be sent pursuant to this Agreement shall be written and either hand-delivered or sent by prepaid U.S. certified mail, return receipt requested, addressed to the parties as follows: CITY: City of Carmel City of Carmel Street Department Office of Corporation Counsel 3400 W 131st Street One Civic Square Carmel, Indiana 46074 Carmel, Indiana 46032 PROFESSIONAL: [C:\Users\clivuigston\Downloads\Baker Tilly US,LLP Professional Seri ices.does:6/6/2022 10:49 AM] 7 DocuSign Envelope ID: DEBOC4B9-6AOC-4A20-9F28-E54D9FA5AA63 Baker Tilly US,LLP Street Department-2022 Appropriation#2201 2201 43-509.00 Motor Vehicle Highway Fund;P.O.#106585 Contract Not To Exceed$39,900.00 Baker Tilly US, LLP PO Box 78975 Milwaukee, Wisconsin 53278-8975 Notwithstanding the above, City may orally provide to Professional any notice required or permitted by this Agreement, provided that such notice shall also then be sent as required by this paragraph within ten (10) business days from the date of such oral notice. 7.14 Effective Date The effective date ("Effective Date")of this Agreement shall be the date on which the last of the parties hereto executes same. 7.15 Governing Law; Lawsuits This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana,except for its conflict of laws provisions, as well as by all ordinances and codes of the City of Carmel, Indiana. The parties agree that, in the event a lawsuit is filed hereunder, they waive any right to a jury trial they may have, agree to file such lawsuit in an appropriate court in Hamilton County, Indiana only, and agree that such court is the appropriate venue for and has jurisdiction over same. 7.16 Waiver Any delay or inaction on the part of either party in exercising or pursuing its rights and/or remedies hereunder or under law shall not operate to waive any such rights and/or remedies nor in any way affect the rights of such party to require such performance at any time thereafter. 7.17 Non-Assignment Professional shall not assign or pledge this Agreement nor delegate its obligations hereunder without City's prior written consent. 7.18 Entire Agreement This Agreement contains the entire agreement of and between the parties hereto with respect to the subject matter hereof, and no prior agreement, understanding or representation pertaining to such subject matter, written or oral, shall be effective for any purpose. No provision of this Agreement may be amended, added to or subtracted from except by an agreement in writing signed by both parties hereto and/or their respective successors in interest. To the extent any provision contained in this Agreement conflicts with any provision contained in any exhibit attached hereto, the provision contained in this Agreement shall prevail. 7.19 Representation and Warranties [C:\Users\clivrigston\Downloads\Baker Tilly US.LLP Professional Services.docx:6/6/2022 10:49 AM] 8 DocuSign Envelope ID: DEBOC4B9-6AOC-4A20-9F28-E54D9FA5AA63 Baker Tilly US,LLP Street Department-2022 Appropriation#2201 2201 43-509.00 Motor Vehicle Highway Fund;P.O.#106585 Contract Not To Exceed$39,900.00 Each party hereto represents and warrants that it is authorized to enter into this Agreement and that any person or entity executing this Agreement on behalf of such party has the authority to bind such party or the party which they represent, as the case may be. 7.20 Headings All headings and sections of this Agreement are inserted for convenience only and do not form a part of this Agreement nor limit, expand or otherwise alter the meaning of any provision hereof. 7.21 Advice of Counsel The parties warrant that they have read this Agreement and fully understand it, have had an opportunity to obtain the advice and assistance of counsel throughout the negotiation of same, and enter into same freely, voluntarily, and without any duress, undue influence or coercion. 7.22 Copyright City acknowledges that various materials which may be used and/or generated by Professional in performance of Services, including forms,job description formats,comprehensive position questionnaire,compensation and classification plan and reports are copyrighted. City agrees that all ownership rights and copyrights thereto lie with Professional, and City will use them solely for and on behalf of its own operations. City agrees that it will take appropriate action with its employees to satisfy its obligations with respect to use, copying, protection and security of Professional's property. 7.23 Personnel Professional represents that it has, or will secure at its own expense, all personnel required in performing the services under this agreement. Such personnel shall not be employees of or have any contractual relationship with City.All of the services required hereunder will be performed by Professional or under his supervision and all personnel engaged in the work shall be fully qualified to perform such services. 7.24 Records and Inspections Professional shall maintain full and accurate records with respect to all matters covered under this agreement for three (3)years after the expiration or early termination of this Agreement. City shall have free access at all proper times to such records and the right to examine and audit the same and to make transcripts there from, and to inspect all program data, documents, proceedings and activities. 7.25 Accomplishment of Project [C:\Users\clivrigston\Downloads\Baker Tilly US.LLP Professional Services.docx:6/6/2022 10:49 AM] 9 DocuSign Envelope ID: DEBOC4B9-6AOC-4A20-9F28-E54D9FA5AA63 Baker Tilly US,LLP Street Department-2022 Appropriation#2201 2201 43-509.00 Motor Vehicle Highway Fund;P.O.#106585 Contract Not To Exceed$39,900.00 Professional shall commence, carry on, and complete the project with all practicable dispatch, in a sound economical and efficient manner, in accordance with the provisions thereof and all applicable laws. In accomplishing the project, Professional shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on within City's organization. 7.26 Debarment And Suspension 7.26.1 The Professional certifies by entering into this Agreement that neither it nor its principals nor any of its subcontractors are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from entering into this Agreement by any federal agency or by any department, agency or political subdivision of the State of Indiana. The term "principal" for purposes of this Agreement means an officer, director, owner, partner, key employee or other person with primary management or supervisory responsibilities, or a person who has a critical influence on or substantive control over the operations of the Professional. 7.26.2 The Professional certifies that it has verified the state and federal suspension and debarment status for all subcontractors receiving funds under this Agreement and shall be solely responsible for any recoupment, penalties or costs that might arise from use of a suspended or debarred subcontractor. The Professional shall immediately notify the City if any subcontractor becomes debarred or suspended, and shall, at the City's request, take all steps required by the City to terminate its contractual relationship with the subcontractor for work to be performed under this Agreement. 7.27 Access to Public Records Act Professional understands and agrees that any"public record", as that term is defined in Indiana Code 5-14-3- 2(m), as amended, that is related to the subject matter of this Agreement, whether the same is in the possession or control of the Professional or the City, shall be subject to release under and pursuant to the provisions of Indiana's Access to Public Records Act, as codified in Indiana Code 5-14-3-1, et seq., as amended. 7.28 Iran Certification Pursuant to I.C. § 5-22-16.5, the Professional shall certify that, in signing this Agreement, it does not engage in investment activities within the Country of Iran. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: [C:\Users\clivuigston\Downloads\Baker Tilly US.LLP Professional Services.docx:6/6/2022 10:49 AM] 10 DocuSign Envelope ID: DEBOC4B9-6AOC-4A20-9F28-E54D9FA5AA63 Baker Tilly US,LLP Street Department-2022 Appropriation#2201 2201 43-509.00 Motor Vehicle Highway Fund;P.O.#106585 Contract Not To Exceed$39,900.00 CITY OF CARMEL, INDIANA Baker Tilly US, LLP by and through its Board of Public Works and Safety BY: BY: Kyle Digitally signed by Kyle O'Rourke Not Present O'Rourke Date:2022.06.23 09:09:04 -05'00' James Brainard, Presiding Officer Authorized Signature Date: Kyle O'Rourke Printed Name: DocuSigned by: Principal rui ate, Title: ary°i nn cure Member Date: 7/7/2022 FID/TIN: 39-0859910 LieiDocuSigned by: v Ul 6/23/22 6SAMatSt20 Member Date: 7/7Date: ATTEST: rlDocuSigned by: I (AM-cr3 G09F,09D7A9044C,... Sue Wolfgang, Clerk Date: 7/7/2022 [C:\Users 1clivingston\Downloads\Bal.er Tilly US.LLP Professional Services.docx:6/6/2022 10:49 AM] 11 DocuSign Envelope ID: DEBOC4B9-6AOC-4A20-9F28-E54D9FA5AA63 Exhibit A bakertilly Baker Tilly US,LLP 8635 Keystone Crossing Suite 300 Indianapolis, IN 46240 bakertilly.com May 25, 2022 City of Carmel, Indiana 1 Civic Square Carmel, IN 46032 Ms. Hartz: Baker Tilly US, LLP ("Baker Tilly", "Contractor", "we", or "our") understands that the City of Carmel ("the City," or "Client") is seeking an Operations Audit of the Streets Department. This scope of work is intended to be conducted under the terms and conditions established under our existing Master Service Agreement with the City. Project Goals and Objectives The primary objective of our work will be to assist the City in reviewing the organization and operations of the Streets Department, including: > Organization— Review span of control, roles and responsibilities, and culture in the Department. > Operations — Review key business processes for efficiency and effectiveness and review key measures of performance against industry standards. > Financial Performance — Review historical financial performance and benchmark costs for service delivery against industry standards. Project Scope & Approach Our approach is designed to facilitate and encourage input and collaboration from management and staff while also relying on our understanding of the streets operations. Baker Tilly's project approach involves four(4)components: > Project planning—During this phase, Baker Tilly will conduct a kick-off meeting, refine,and finalize the project plan, schedule status meetings, notify stakeholders of the project objectives, and confirm project logistics. > Information gathering — During this phase, Baker Tilly will request and review policies and procedures, process documentation, financial/audit reports, organizational charts, job descriptions, and other pertinent information. Baker Tilly will also conduct interviews with management and key stakeholders. > Qualitative and quantitate analysis—During this Phase, Baker Tilly will review process efficiency, key performance metrics, financial and operational benchmarks, span of control. > Reporting—Baker Tilly will prepare a detailed report, including recommendations for improvement. Our detailed approach is highlighted on the following pages. DocuSign Envelope ID: DEBOC4B9-6AOC-4A20-9F28-E54D9FA5AA63 Step 1 — Project planning This step includes those tasks necessary to solidify mutual understanding of the project scope, objectives, deliverables and timing, as well as ensuring that appropriate client and consultant resources are available and well-coordinated. Task 1.1 —Confirm scope, objectives, and timing This task includes a pre-study planning and coordination meeting Public Works staff members. The following subtasks will be completed: Finalize project design —The first study activity will be to: > Identify communication channels and reporting relationships and responsibilities of project staff > Assign key responsibilities > Review and confirm study timelines > Review and confirm products to be delivered including expectations regarding the form and level of detail > Review and confirm the timing and format for project status meetings Review work plan —The proposal objectives, scope and approach will be reviewed as well as consultant assignments and specific schedules for the project tasks. We will also prepare "Information Requests" listing key documents to be collected and will identify individuals for interviews. Arrange logistics/administrative support—Matters to be addressed include schedules for interviews and data collection, workspace and support requirements, specific dates for status reports and meetings, contact persons in the departments, any remaining contractual matters, etc. Step 2 — Information gathering After the project is fully mobilized, the Baker Tilly Team applies its experience, knowledge and skill to discover and document the current state of the operations and functions. Task 2.1 — Initial data collection The purpose of this task is to collect all information needed to evaluate the functions and the organizational structure to be reviewed in this study. Information collection techniques will include interviews, document accumulation and consultant observations. Obtain and analyze the background information—This may include, but is not limited to, a review of the following: > City's Strategic Plan and Department of Public Works Strategic Plan > Current Department of Public Works budget and historical operating expenses for the past three years > Overall City organizational chart > Detailed Department of Public Works organization chart to the lowest level of detail including authorized, filled, and vacant positions > Detailed organizational chart showing the streets division and headcount > Position descriptions and functional assignments for staff in the Public Works Department > Adopted mission, goals, objectives, performance standards, etc. for the Department of Public Works > Listing of key technology systems employed > List of physical assets maintained (miles of streets, miles of sewers, number and types of equipment, etc.) > To the extent available, current workload and workload trend information > Operating statistics and other information systems reports > List of services provided by external vendors utilized by Public Works for the past three years > Other relevant information DocuSign Envelope ID: DEBOC4B9-6AOC-4A20-9F28-E54D9FA5AA63 City of Carmel, IN Operations Audit of the Streets Department May 25, 2022 Task 2.2 — Conduct interviews and walkthroughs In this task, we will undertake interviews with Public Works personnel, and we will collect detailed data and information regarding service levels, staffing and operations. Conduct interviews with the Department of Public Works managers and key management staff—The interviews will cover such key issues as the following: > Organizational structure > Staffing levels > Duties and responsibilities of staff > Principal business processes and practices > Available resources > Supporting technologies > Operational strengths and weaknesses > Issues, constraints, and opportunities to improve business performance > Internal communications > Duties and responsibilities > Functions currently performed > Service levels and deployment Step 3 — Analyze In this step we will critically analyze the organizational structure and operations of the streets department. Task 3.1 — Research best practices > Identify comparable agencies from which to gather benchmark data and best practices and innovation data > Research industry standards from our internal database of best practices, as well as published sources such as the applicable chapters in the American Public Works Association Management Practices Manual Task 3.2— Conduct organizational analysis The detailed analysis phase will form the key part of our review process and recommendations for improvement. These will include specific recommendations for the following as appropriate: > Workload and staffing: o Service level standards o General workloads and trends o Resource and staff utilization > Management practices and business processes: o Strategic and operational planning o Benchmarks and performance measures o Application of information technology o Application of technology in operations and customer service o Adoption of best practices o Process improvement opportunities DocuSign Envelope ID: DEBOC4B9-6AOC-4A20-9F28-E54D9FA5AA63 City of Carmel, IN Operations Audit of the Streets Department May 25, 2022 > Organization analysis: o Organization structure o Reporting relationships o Management/supervisory spans of control o Operating policies and procedures Step 4 — Reporting Baker Tilly's consulting team operates under the principal of"no surprises."We make no final recommendations without our client's active involvement and input. While always maintaining our independence and objectivity, we have built-in feedback loops to ensure that we have our facts straight and that both the consulting team and the client understand the ramifications of our recommendations and proposed solutions to identified challenges. Task 4.1 - Prepare and review a draft report of findings and recommendations Baker Tilly will prepare a draft study of the consulting team's findings, and recommendations, which will most likely include: > Opportunities to improve operations through improved policies and practices > Assessment of staffing and service delivery performance metrics > Opportunities to improve staffing and organizational structure > Implementation action plans for both short-term and long-range activites We will present the draft study to management and hold a discussion of the draft findings and conclusions. Task 4.2 — Prepare final report of findings and recommendations for implementation We will present a final report on our findings, including all recommendations for implementation and change management. DocuSign Envelope ID: DEBOC4B9-6AOC-4A20-9F28-E54D9FA5AA63 City of Carmel, IN Operations Audit of the Streets Department May 25, 2022 Deliverables, Timeline and Fees In summary, core deliverables will include: > Finalized work plan > Final report Project Timeline & Fees Baker Tilly expects to kick-off the project within 30 days of signature and complete the project within 150 days of signature. The projected timeline is as follows (anticipating signature in June). Description of July Aug. Sept. Oct. Nov. Dec. Activity Project Management & Kickoff Data Requests & Analysis Analysis Recommendations & Reporting Any deviation from this timeline will be mutually discussed with the client. Additionally, this timeline is dependent upon receiving accurate data and timely information from the City's stakeholders and the availability of stakeholders for interviews. The professional fixed fee for this project is a not to exceed $39,900. Any travel expense will be billed at cost. In the event circumstances and/or engagement objectives change, we will obtain specific authorization from you prior to incurring any additional fees. Billings will be rendered monthly and payment shall be made within 30 days of receipt. Our fee estimates are based on the following general assumptions: — The City will designate a project liaison to assist with project management, scheduling interviews and information requests and to collect feedback on the draft report and synthesize it into one set of feedback — The City project team members will be available per the agreed-to schedules and that information will be provided within the specified timeframes — Costs incurred for multiple requests for information or rescheduled interviews will be passed on to the organization after discussion with the project liaison — We will review readily available information and will not be responsible to extract data or create complex programs to manipulate manually housed data required to perform analysis — The level of participation from key staff,as part of their involvement in the project team and stakeholder interviews will be critical to be able to own outcomes from this review Additions to the project scope beyond those noted above and associated costs will only be incurred with prior approval of the organization. DocuSign Envelope ID: DEBOC4B9-6AOC-4A20-9F28-E54D9FA5AA63 City of Carmel, IN Operations Audit of the Streets Department September 28, 2021 Conclusion This engagement letter, together with the Master Service Agreement, constitutes the entire agreement between the City and Baker Tilly with respect to this engagement. We are pleased to have this opportunity to be of service to you. Please indicate your acceptance of this agreement by signing in the space provided below and returning this engagement letter to us. If you have any questions, please do not hesitate to call Kyle O'Rourke at(847)436-2671 or kvle.orourke c(Dbakertillv.com Sincerely, BAKER TILLY US, LLP Please indicate your approval by signing and returning to Kyle O'Rourke. City of Carmel, IN FDocuSig bed by: (-DocuSigned by: bri Ul Sbin, , aU In 1/1A ef,v B6D22 81642B40D_ �UbUb1 b1bEA24EA... Signature BPW Member BPW Member Title 7/7/2022 Date DocuSign Envelope ID: DEBOC4B9-6AOC-4A20-9F28-E54D9FA5AA63 EXHIBIT B Invoice Date: Name of Company: Address &Zip: Telephone No.: Fax No.: Project Name: Invoice No. Purchase Order No: Goods Services Person Providing Date Goods/Services Provided Cost Per Hourly Total Goods/Services Goods/ (Describe each good/service Item Rate/ Service separately and in detail) Hours Provided Worked GRAND TOTAL Signature Printed Name DocuSign Envelope ID: DEBOC4B9-6AOC-4A20-9F28-E54D9FA5AA63 EXHIBIT C AFFIDAVIT Todd A. Stokes , being first duly sworn, deposes and says that he/she is familiar with and has personal knowledge of the facts herein and, if called as a witness in this matter, could testify as follows: 1. I am over eighteen (18) years of age and am competent to testify to the facts contained herein. 2. I am now and at all times relevant herein have been employed by Baker Tilly US, LLP (the"Employer") in the position of Managing Partner, People Solutions 3. I am familiar with the employment policies, practices, and procedures of the Employer and have the authority to act on behalf of the Employer. 4. The Employer is enrolled and participates in the federal E-Verify program and has provided documentation of such enrollment and participation to the City of Carmel, Indiana. 5. The Company does not knowingly employ any unauthorized aliens. FURTHER AFFIANT SAYETH NOT. EXECUTED on the 26th day of May , 20 22 4,9 Printed: Todd A. Stokes I certify under the penalties for perjury under the laws of the United States of America and the State of Indiana that the foregoing factual statements and representations are true and correct. Printed: Todd A. Stokes DocuSign Envelope ID: DEBOC4B9-6AOC-4A20-9F28-E54D9FA5AA63 Page 1 of 1 INDIANA RETAIL TAX EXEMPT 9 IT]Jjt cf Carmel CERTIFICATE NO.003120155 002 0 PURCHASE ORDER NUMBER FEDERAL EXCISE TAX EXEMPT 11116585 ONE CIVIC SQUARE 35-6000972 THIS NUMBER MUST APPEAR ON INVOICES,A/P CARMEL, INDIANA 46032-2584 VOUCHER,DELIVERY MEMO,PACKING SLIPS, SHIPPING LABELS AND ANY CORRESPONDENCE FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL- 1997 PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION 6/3/2022 376513 BAKER TILLY US LLP Street Department VENDOR PO BOX 78975 SHIP 3400 W. 131st Street TO Carmel, IN 46074- MILWAUKEE,WI 53278--8975 Matt Higginbotham (317) 733-2001 PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT 66241 QUANTITY UNIT OF MEASURE DESCRIPTION UNIT PRICE EXTENSION Department: 2201 Fund: 2201 Motor Vehicle Highway FND Account: 43-509.00 1 Each Operations Audit $39,900.00 $39,900.00 Sub Total $39,900.00 Send Invoice To: %%,'i/ //V/4 %!!i////"/, Street Department 3400 W. 131st Street y Carmel, IN 46074- G'- (317) 733-2001 PLEASE INVOICE IN DUPLICATE DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT PAYMENT $39,900.00 SHIPPING INSTRUCTIONS *MP VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.0. NUMBER IS MADE A PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN *SHIP PREPAID. AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN *C.O.D.SHIPMENT CANNOT BE ACCEPTED. THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER. *PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL *THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99,ACTS 1945 .9 ;;1;;;; .�M4*me -40, f AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. ORDERED BY Lee Higginbotham James Crider TITLE Commissioner Director of Administration CONTROL NO. 106585 CONTROLLER