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HomeMy WebLinkAboutCC-08-05-13-03 CRC Contract with Umbaugh & Associates SPONSOR: Councilor Snyder RESOLUTION CC-08-05-13-03 A RESOLUTION OF THE COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA, APPROVING CARMEL REDEVELOPMENT COMMISSION PROFESSIONAL SERVICES CONTRACT WITH UMBAUGH & ASSOCIATES WHEREAS, the City of Carmel Common Council ("Council") created by ordinance the Carmel Redevelopment Commission ("CRC"); and WHEREAS, by subsequent ordinance, the Council now requires the CRC to seek its approval, by simple majority vote, of all professional services contracts that exceed Twenty-Five Thousand Dollars ($25,000.00) in a calendar year (the "Threshold Amount"); and WHEREAS, the CRC now desires to enter into the professional services contract with Umbaugh & Associates, the same being attached hereto as Exhibit A, which contract (the "Professional Services Contract") is in an amount that exceeds the Threshold Amount; and WHEREAS, the CRC has therefore presented the Professional Services Contract to the Council and has requested its approval of the same. NOW, THEREFORE, BE IT RESOLVED by the Common Council of the Cityt f Carmel, Indiana, as follows: Section 1. The foregoing Recitals are incorporated herein by this reference. Section 2. The Professional Services Contract should be and the same is hereby APPROVED by the Common Council of the City of Carmel, Indiana. SO RESOLVED by the Common Council of the City of Cannel, Indiana, this day of • • , 2013, by a vote of ayes and ) _nays. • Page One of Two Pages This Resolution was prepared by Douglas C. Haney, Carmel City Attorney, on 07/23/13 at 2:16 p.m.No subsequent revision to this Resolution has been reviewed by Mr. Haney for legal sufficiency or otherwise. Z:1E Bass\My Documents\Resolutions-CCCICRC resolutions-approving contracts120131CC-08-05-13-03-UMBAUGH Contract 7-19-13.docx7/25/201312:42 PM SPONSOR: Councilor Snyder COMMON COUNCIL FOR THE CITY OF CARMEL P siding Offi Kevin D. Rider z, ( �,�! 1 Richard arp, Presi ent Pro Tempore Carol Schleif / fRo l• . Carter W. Eric Sei ensticke i i.. A , ---- �,---e--2--. 'er nkam Lu ' "nyder J (,/' ATTEST: i 1 Diana L. Cordray, IAMC, Clerk-Trea e r of Presented by me to the Mayor of the City of Carmel, Indiana this s day of ,fg(,(,Q . , 2013, at 9:0h/ P Al - u �, , A . , i Diana L. Cordray, IAMC, Clerk-, •asurer Approved by me, th Mayor of the City of Carmel, Indiana, this 5 0day of I 0; "4 . , 2013, at �OL/ P .M. A ,,-, / cu-, l fames Brainard, Mayor ATTEST: , Diana '. Cordray, IAMC, Clerk-Treas S er Resolution No. CC-08-05-13-03 Page Two of Two Pages This Resolution was prepared by Douglas C. Haney, Carmel City Attorney, on 07/23/13 at 2:16 p.m. No subsequent revision to this Resolution has been reviewed by Mr. Haney for legal sufficiency or otherwise. Z:1E BasslMy Documents 1Resolutions-CCCICRC resolutions-approving contracts120131CC-08-05-13-03-UMBAUGH Contract 7-19-13.docx7/25/201312:42 PM C : H.J.Umbaugh&Associates Certified Public Accountants.LLP 8365 Keystone Crossing W i Suite 300 Indianapolis.IN 46240-2687 Phone:317-465-1500 Fax:317-465-1550 www.umbaugh.com It's all about experience. April 17,2013 Members of the City of Carmel Redevelopment Commission 30 West Main Street,Suite 220 Carmel,Indiana 46032 Re: Engagement Letter regarding Tax Increment(TIF)and Financial Advisory Services Dear Members of the Commission: We are writing pursuant to your request that H.J. Umbaugh & Associates, Certified Public Accountants, LLP (the "Firm" or the "Acountants") provide to the City of Cannel Redevelopment Commission (the "Client" or the "Commission") certain services as more fully described in Exhibits A-1 through A-4 hereto (the "Services") upon specific authorization from the Client or its representative (the "Client Representative"). We very much appreciate this opportunity to provide independent financial advisory services to the City of Cannel and the Commission in its on-going redevelopment and economic development efforts. 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. In addition to fees,we also charge for various ancillary services,for which you will be invoiced. Such charges may include long distance telephone charges, photocopying, facsimile transmission, computer research,mileage,travel expenses and other similar charges specifically applicable to the engagement. Disclosure of Conflicts of Interest with Various Forms of Compensation The Municipal Securities Rulemaking Board (MSRB) is expected to require 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 and we reserve the right to charge 1% interest per month for outstanding unpaid balances over thirty (30) days from the date of billing. 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. Members of the City of Carmel Redevelopment Commission Re: Engagement Letter regarding Tax Increment(TIF) and Financial Advisory Services April 17,2013 Page 2 Termination Both the Client and the Firm have the right to terminate the engagement at any time after reasonable advance written notice. On termination, all fees and charges incurred prior to termination shall be paid promptly. Accountants' Opinion In performing our engagement, we will be relying on the accuracy and reliability of information provided by Client personnel. 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 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. Client Responsibilities 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. Additional Services Exhibits A-1 through A-4 set 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 Exhibits A-I through A-4. 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 or supplemented Exhibit 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. E-Verify Program 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). Members of the City of Carmel Redevelopment Commission Re: Engagement Letter regarding Tax Increment(TIF)and Financial Advisory Services April 17,2013 Page 3 Municipal Advisor Registration 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 Bonds,and will take no part in the sale thereof. Other Financial Industry Activities and Affiliations 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, investment company,other investment adviser or financial planner,bank,law firm or other financial entity. 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.Umbaugh&Associates Certified Public Accountants,LLP/ By:AP-; •ren M. a es,Principal The undersigned hereby acknowledges and agrees to the foregoing letter of engagement. City of Carmel Redevelopment Commission Date: By: EXHIBIT A-1 TIF-Related Services Scope of Services Due to a number of regulatory, legal and bond requirements, certain services related to managing and monitoring tax increment (TIF) are required of the Commission. Under this Agreement, the the Firm will provide assistance to the Commission in managing,monitoring and estimating TIF,which would include many of the services described in Exhibit A-1. Item (I)(A) below describes services to be performed on an annual basis. The remainder of services described herein would be provided only to the level needed and with authorization from the Client or the Client Representative. The Client may choose to perform certain services utilizing its own staff or Treasurer. However, we have innumerated a variety of TIF administrative services in this Exhibit A-1 to enable the Client to expressly authorize or decline the services to be performed by the Firm, with the understanding that the level of TIF assistance needed could vary from year to year depending on particular issues and staffing. I. ANNUAL TIF SERVICES A. Calculate Base Value Adjustments ("Neutralization") for Trending and General Reassessments 1. Contact the County Auditor's office and, with its cooperation and based on information provided by the County Auditor and Assessor, assist in performing or checking calculations with respect to base value adjustments, including determining base value adjustment factors, appeal and tax rate assumptions, and captured assessed values in conjunction with annual Trending or General Reassessments. In performing this work, we rely on the accuracy of the information provided by the County Auditor and Assessor. We will not audit their information. 2. If necessary,travel to the County Auditor's and/or County Assessor's offices to perform field work that may be required. Obtain new tax abatement information and a list of new developments and assessed values (if available) for each TIF Area to use in the calculation. Compare resulting calculations to historical captured value. Professional Fees: For the above annual services, the Professional Fees will be invoiced based on our standard hourly billing rates, plus expenses. See Exhibit B. We will advise you if it appears that our fees for A-1(I)(A)would exceed an average of$1,500 per TIF Area. B. Assist with the Annual Reporting Requirements for the Commission 1. Assist the Commission in preparing the annual reporting requirements to be filed with the Mayor(City Executive)and the Department of Local Government Finance. 2 If necessary, assist the Commission with gathering information and preparing a schedule of regular employees and their fixed salaries or compensation. 3 If necessary, assist the Commission with gathering information and preparing a schedule of annual expenditures made throughout the year including payments for debt service or lease rentals. 4. If necessary, assist the Commission with gathering information and preparing a schedule showing any recipients who received a loan or grant paid from Tax Increment. EXHIBIT A-1 TIF-Related Services(cont'd) 5. If necessary, assist the Commission with gathering the information to provide the account balances of funds on hand for the end of the calendar year. 6. Assist the Commission with providing any additional information the Commission would feel is necessary to report. C. Provide Excess Assessed Value Notification Assistance 1. Assist the Commission in preparing an annual notice to the County Auditor's office and overlapping taxing units notifying them of the amount of excess assessed value that can be released to taxing units. 2. If necessary, prepare a new schedule of estimated tax increment revenue, under current law, including the impact of known new developments, estimated tax abatement reductions, depreciation tables,if applicable,and anticipated changes in tax rates. 3. If necessary, prepare a schedule demonstrating the extent to which estimated TIF revenue is expected to be sufficient to pay actual debt service or lease rentals on outstanding bonds and other planned projects for the Area, notifying the Commission of any anticipated shortfalls or significant surplus. 4. If necessary assist with the preparation of and or supporting documentation for Captured Assessed Value Determination Resolutions. D. Provide TIF Replacement("TIR")Levy Assistance 1. Estimate the incremental assessed value and tax increment(based on the prior year actual TIF distribution adjusted for tax abatement reductions and any new development information that has been provided by the Commission). 2. Estimate the TIR amount(s)caused by legislation and administrative changes. 3. Provide relevant financial information to assist the Commission with its decisions related to the TIR levy and the decision to either (1) impose a special assessment on the owners of property located in the TIF Area(s) (2) impose a tax on all taxable property located in the Redevelopment District or(3)reduce the base assessed value of property in the TIF Area(s). 4. At the request of the Commission, attend meetings and a required public hearing to explain the impacts of the TIR. 5. If applicable, review DLGF TIR levy calculations after final assessed values become available(1782 Notice,when provided by the Client). Professional Fees: If authorized to provide TIF services described in Exhibit A-1(I)(B),(C)and(D),Professional Fees will be invoiced based on our hourly billing rates for such specialized services, plus expenses. See Exhibit B. EXHIBIT A-1 TIF-Related Services(cont'd) H. TIF MONITORING SERVICES A. Monitor TIF Revenue and Bond Payments,and Update TIF Estimates 1. For each TIF Area,analyze recorded TIF revenue, comparing it to the Accountants' previous estimates, identifying the sources of material differences. Review semiannual tax settlements and TIF distributions from the County Auditor comparing to estimates. 2. Identify major tax delinquencies and taxpayer appeals materially affecting TIF revenue. 3. Based on input from Client representatives and City staff, trace known major developments and tax abatement reductions into the County's property tax records; investigating, reporting and making recommendations regarding any material variances from anticipated assessed valuations and tax increment revenue. 4. Update estimated tax increment revenue projections, under current law, including the impact of known new developments, estimated tax abatement reductions, depreciation tables, if applicable,potential taxpayer appeals and anticipated changes in tax rates. 5. Prepare a schedule demonstrating the extent to which estimated TIF revenue is expected to be sufficient to pay actual debt service or lease rentals on outstanding bonds and other planned projects for the TIF Area, notifying the Commission of any anticipated shortfalls or significant surplus and annual coverage calculations. 6. As needed and requested by the Client, provide an independent TIF Report which includes assumptions and schedules supporting the TIF estimate,outstanding and proposed obligations and estimated annual coverage. Assist with preparation of Management Represention Letter to be provided by Client. If requested,present the Report at a meeting of the Commission. 7. With authorization from the Client or Client representative, investigate and provide information in response to questions from Bond Owners, Bond Guarantors, Bond Trustees and other parties with direct ownership or fiduciary responsibilities for outstanding bonds of the Commission or the City. Follow-up with such parties,developers, County Auditor and/or Assessor if necessary to resolve issues impacting tax increment and outstanding bonds. Respond to questions and information requests from bond rating agencies, bond insurers and credit facility providers. 8. Monitor outstanding bonds and bond market for potential refunding opportunities for Client. Prepare preliminary refunding analyses when potential savings reach significant levels or some other circumstance would necessitate a refunding. Professional Fees: For the above TIF Monitoring services described in Exhibit A-1(II)(A), the Professional Fees will be invoiced based on our hourly billing rates for such specialized services,plus expenses. See Exhibit B. We estimate our fees for a major TIF update and TIF report (described in (II)(A)(1-6)to be approximately$40,000 to$55,000. EXHIBIT A-1 TIF-Related Services(cont'd) B. Monitor TIF Databases for Missing Parcels and Parcel Changes Obtain TIF Area maps from City and compare to County Auditor's TIF parcel list and maps to determine the extent to which they reflect changes that have occurred to the TIF boundaries of each Area and incorporate parcel splits and combinations. Suggest corrections to the TIF database as needed. C. Analyze Proposed Legislation and Administrative Rule Changes At the request of the Commission,prepare analyses and advise the Commission regarding the estimated impact of proposed legislation and/or administrative rule changes on the estimated TIF revenue of the Commission's allocation area(s), the security of its outstanding bonds,and its future bonding potential. The Accountants will rely upon the Commission's Bond Counsel for legal interpretations of proposed statute and administrative rule changes. D. Assist with Modifying and or Expanding Existing TIF Areas 1. At the request of the Commission,prepare TIF feasibility analyses quantifying the impact of the modifications or expansions to the existing TIF Areas. 2. If required,prepare, on behalf of the Commission, an analysis and a statement disclosing the impact of the TIF Area upon the overlapping taxing units. 3. At the request of the Commission,attend meetings and required public hearings to explain the impact of the modifications or expansions to the existing TIF Areas. E. Assist with the Creation of New TIF Areas 1. Provide preliminary incremental assessed value estimates and other information needed by the Commission's attorney for preparing resolutions and other legal documents required to establish the Area. 2. Prepare, on behalf of the Commission, an analysis and a statement disclosing the impact of the TIF Area upon the overlapping taxing units(the"Impact Statement"). 3. At the request of the Commission,attend meetings and required public hearings to explain the impact of the creation of the TIF Professional Fees: If authorized to provide special TIF services described in Exhibit A-1(II)(B),(C),(D) and(E), Professional Fees will be invoiced based on our hourly billing rates for such specialized services,plus expenses. See Exhibit B. EXHIBIT A-2 Economic Development Services These services would be performed upon request by the Client or Client Representative. Each particular project feasibility analysis will be authorized in writing(via email)by the Client Representative. Services may include,but are not limited to,the following: 1. Economic Development Consulting Provide assistance if requested with economic development policies, strategies, studies, analyses,planning and economic development related questions. 2. Project Evaluation and Preliminary Feasibility A. In connection with a proposed economic development project, a developer proposal or prospect company (the "Project"), discuss with Client (or Client representative) the proposed Project;potential incentives and/or related infrastructure needs;the use of tax increment financing (TIF), tax abatement and other sources of revenue and funding; preliminary financing options and feasibility analyses; timing and investment information needed for analysis;other issues and considerations. B. Prepare an estimate of real and depreciable personal property assessed value for the proposed development based on investment information provided by the Company, the Developer or its representatives. Prepare schedules of real and depreciable personal property tax abatement reductions, if applicable. C. Prepare a preliminary tax increment feasibility analysis to estimate the incremental property tax revenues that might be created by the Project and provide an estimate of the amount of bonds such revenues might support and potential incentive value. Discuss bond options and security needed to market bonds if applicable. D. If applicable, review Developer-prepared tax increment projections and bonding capacity analysis,and provide written feedback to the Client. E. If applicable,prepare financing feasibility analysis based upon a proposed split of tax increment between a Developer and the Commission. F. If applicable, prepare a preliminary analysis utilizing both new and existing tax increment taking into account any outstanding obligations payable from the existing TIF, and additional or leveraged funding such as grants, developer contributions or concessions and other sources of funds, and provide additional incentive options. Research new sources of potential revenue,if applicable. G. Discuss preliminary financing feasibility with Client and Company representatives and advisors. Attend meetings and participate in conference calls as requested. H. If requested by the Client, prepare additional financing feasibility analyses and options as discussions and negotiations evolve. EXHIBIT A-2 Economic Development Services(cont'd) I. If requested by the Client, prepare schedules and information on the economic and tax impact of the proposed development. J. In connection with a new project, assist the Commission with the establishment or expansion of a TIF Area and related financial and tax impact information. Professional Fees For Economic Development services described in A-2,the Professional Fees will be based on hourly rates for the time expended, and will vary based on level of professionals involved and complexity of the engagement. See Exhibit B. The fees for each preliminary feasibility analysis are estimated between $10,000 and $50,000, not including additional expenses for meeting attendance or bond-related services. EXHIBIT A-3 Bond-Related Services These services would be performed upon request by the Client or Client Representative. Services may include, but are not limited to,the following: Preliminary Financial Planning and Feasibility Based upon discussions with Client and members of the working group, including legal counsel and other professionals,the Firm will develop a preliminary estimate of project costs and provide a financial feasibility study to assist the Client in its determination of the type of financing most suitable to meet the Client's needs. Several alternatives may be presented. Considerations in the preliminary planning stage will include,but not be limited to: A. The general obligation debt limit of the Client and available debt margin; bond or lease financing. B City's current and future capital needs and operational expenses; outstanding debt and obligations,and parity restrictions. C. Prepare preliminary financing schedules,estimated interest cost,estimated impact on Client's debt service tax rate (if applicable), circuit breaker, impacts on other taxing units; and/or the impact of using alternative revenues including the impact on repayment of outstanding bonds and parity obligations. D. Explore and discuss alternative sources of funding and available revenues including tax increment, local option income taxes, grant funding, developer contributions, facility revenues,special taxes,and other revenues,and combinations thereof. E. Prepare or update revenue projections, if applicable. F. Consideration of capitalized interest, debt service coverage requirements, debt service reserve fund,and potential sources and costs of credit enhancement. G. Internal Revenue Code restrictions for arbitrage and bank qualification. H. Method of sale of the Client's Bonds (e.g., multiple series of bonds, competive, negotiated,private placement,etc.). II. Financial Development After selection of the financing plan by the Client, begin financial development steps including,but not limited to,the following: A. Establish in conjunction with the Client and Working Group, a more detailed budget of project costs including land and property acquisition, improvements, new construction, equipment, contingencies, professional fees, capitalized interest, and bond issuance expenses. With the Client and Bond Counsel, develop a financing plan including legal structure and procedures for bond issuance, credit enhancement, bond marketability, etc. Discuss bond terms, bond coverage, additional bonds tests and parity conditions,bond redemption privileges,debt service reserve requirements, taxpayer payments,etc. EXHIBIT A-3 Bond-Related Services(cont'd) B. Assist in the determination of the the size of bonds to be issued, the length of amortization period,calculation of estimated and maximum debt service payments or lease rental payments,capitalized interest and other bond terms. C. Provide attorneys with financial data needed in the preparation of the lease agreement,trust indenture and other bond-related documents. D. Attend meetings of the Working Group, the Commission, the City Council, Finance Committee and other approving bodies as may be required to explain the financing of the project,tax levy and/or other tax impact information,etc.. III. Assist Client with the Marketing and Sale of the Bonds A. Advise the Client as to the terms and conditions for best meeting the bond market requirements for a successful sale of the Bonds. B. Provide an accounting report relating to the financing of the Projects, including all funds on hand or available for the Projects, terms and conditions of borrowing,bond amortization schedules, flow of funds statements, interest earnings calculations, and other data needed in the evaluation of financial planning by rating agencies, bond insurers, bond underwriters, and bond purchasers. For revenue-supported bonds, the special purpose accounting report will provide information and schedules on estimated revenue,bond payments, revenue and debt service comparisons, estimated annual coverage,etc. C. For negotiated sales or private placement of bonds,assist the Client with selection of underwriters, banks or other sophisticated investors to underwrite,place or purchase bonds. Prepare a bond financing term sheet for the Client to use in preliminary discussions with potential underwriters,bond placement agents or bond purchasers. D. Assist the Client in connection with the preparation, composition and distribution of an offering document (e.g. Preliminary Official Statement, Offering Circular, Term Sheet,or Private Placement Memorandum)of the type and nature generally prepared in connection with the sale of municipal securities, which will disclose technical data,information and schedules relating to the Issuer,the Project and the Bonds. E. Provide information to Standard & Poor's Corporation and other potential rating agencies (to be determined), and such bond insurance companies as may be appropriate for the determination of a bond rating and potential qualification for insurance on the Bonds, if applicable. Provide information to providers of credit facilities or other credit enhancement providers,if applicable. F. If applicable, analyze the savings realized due to bond insurance and credit enhancement. G. Provide additional information to underwriters or others as may be needed throughout the period between advertising and sale of the Bonds. EXHIBIT A-3 Bond-Related Services(cont'd) H. Facilitate the bond sale for the purpose of assisting the Client in the receipt of bids, compute or verify bid calculations to identify lowest net interest cost and to recommend such bid for acceptance by the Client. I. As an alternative to sub-paragraph 1 above, analyze the interest rates offered by the underwriter and make recommendations concerning the acceptance of such rates and the execution of a purchase agreement for the Bonds with the underwriter if the Bonds are sold by negotiation. J. Distribute,on behalf of the Client,the Final Official Statement, if applicable. K. Prepare instructions related to closing and delivery of the Bonds including distribution of proceeds,flow of funds,and procedures for repayment of the Bonds. L. Prepare and file Gateway information as required by the DLGF after the bond sale. IV. Continuing Disclosure Services If applicable, we will assist the Client with the annual compilation of financial information required for compliance with the Continuing Disclosure Undertaking Agreement for the above referenced bond issue and SEC Rule 15(c)2-12, and we will provide copies of the compiled financial information to each of the national information repositories through EMMA on behalf of the Client. These filings will be made on or before June 30 of each year in compliance with the Continuing Disclosure Undertaking Agreement. In addition to preparing the annual filing, we will assist with monitoring any material events which may occur, by conducting a brief survey for the six month periods ending June 30 and December 31 each year. V. Bond Monitoring A. Provide on-going TIF monitoring and assistance with bond repayment,flow of funds, calculating Company payments,etc. as necessary. B. Monitor for refunding opportunities Professional Fees For Bond-related services described in A-3,a fee estimate will be provided upon request. Professional Fees will vary based on level of professionals involved and complexity of the engagement. See Exhibit B. EXHIBIT A-4 Services for Refunding Bonds These services would be performed upon request by the Client or Client Representative. Services may include, but are not limited to,the following: L Financial Planning and Sale of Refunding Bonds A Obtain information from the Final Official Statement, Trust Indenture and other legal documents. B Determine the amount of funds necessary to refund the Refunded Bonds, taking into consideration the principal outstanding, accrued interest, redemption premium, and bond issuance costs. C Suggest for consideration by the Client, sources of refunding the outstanding Refunded Bonds, including such sources as available funds on hand and Refunding Bonds. D. Update revenue estimates if applicable. E. Recommend a financial plan or plans in connection with the refunding of the Refunded Bonds,bond market conditions,and other considerations. F. Compare the annual principal and interest requirements of the proposed Refunding Bonds with annual principal and interest requirements of the Refunded Bonds and determine the gross savings and net present value savings to the Client. G. Suggest terms and conditions of borrowing,such as redemption provisions. H. Provide financial information to the Client's bond counsel for preparation of legal documents. I. Advise the Client on methods and procedures relative to the offering of the Refunding Bonds. For negotiated sales or private placement of bonds, assist the Client with selection of underwriters,banks or other sophisticated investors to underwrite,place or purchase bonds. Prepare a bond financing term sheet for the Client to use in preliminary discussions with potential underwriters, bond placement agents or bond purchasers. J. Advise the Client regarding interest rates as proposed by the underwriter of the Refunding Bonds. K. Provide a bond amortization schedule resulting from the sale of the Refunding Bonds and a revised schedule of debt service and lease payments. L. Assist the Client with the preparation and distribution of disclosure documents for marketing the Refunding Bonds (e.g. Preliminary Official Statement, Offering Circular, Term Sheet, or Private Placement Memorandum) and a Special Purpose Report. N. If applicable,provide information to bond rating agencies such as Moody's Investors Service and/or Standard & Poor's, and to bond insurance companies as may be necessary for the establishment of a rating and determination of qualification for insurance on the Bonds. EXHIBIT A-4 Services for Refunding Bonds(cont'd) 0. Facilitate the bond sale by assisting the Client in the receipt of bids, analyze interest rates offered by the underwriter, verify pricing calculations and make recommendations concerning the acceptance of the lowest net interest cost for acceptance by the Client. P. Assist with preparation of final disclosure documents and instructions related to closing and delivery of the Refunding Bonds including distribution of proceeds, funding of escrow, flow of funds, and procedures for repayment of the Refunding Bonds and pay-off of the Refunded Bonds. Q. Prepare the Post Bond Sale Report to be filed with the DLGF. II. Escrow Verification Report A. Test the mathematical accuracy of the underwriter's calculations regarding the sufficiency of the cash and investments to be deposited into the escrow account to meet the principal and interest requirements and call premium, if any, for the Refunded Bonds. B. Provide an Escrow Verification Report at the time of closing on the Refunding Bonds. III. Lease Sufficiency Report A. Conduct procedures agreed upon with Client's attorneys and the Client regarding evaluating the sufficiency of Lease Rental Payments to be received to meet debt service obligations. B. Prepare a written report setting forth findings for submission to the Client's attorneys for the inclusion in official transcripts of the proceedings in connection with the issuance of the Bonds. IV. Continuing Disclosure We will assist the Client with the annual compilation of financial information required for compliance with the Continuing Disclosure Undertaking Agreement for the above referenced bond issue(s) and SEC Rule 15(c)2-12, and we will provide copies of the compiled financial information to the Municipal Securities Rulemaking Board through its Electronic Municipal Market Access System (EMMA) on behalf of the Client. These filings will be made on or before June 30 of each year in compliance with the Continuing Disclosure Undertaking Agreement. In addition to preparing the annual filing, we will assist with monitoring any reportable events which may occur, by conducting a brief survey for the six month periods ending June 30 and December 31 each year. Professional Fees For Bond-related services described in A-4,a fee estimate will be provided upon request. Professional Fees will vary based on level of professionals involved and complexity of the engagement. See Exhibit B. EXIIIBIT B Fees Standard Hourly Rates by Job Classification 01/01/2013 The Firm's fees for services and expenses to be rendered for the Client shall be as listed below: Senior Partners/Principals $300.00 to $500.00 Partners/Principals $210.00 to $350.00 Managers $165.00 to $275.00 Accountants/Financial Analysts $90.00 to $200.00 Paraprofessional Staff $90.00 to $150.00 Support Personnel $60.00 to $105.00 *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 provided in Exhibit B shall include all expenses incurred by the Firm with the exception of expenses incurred for travel, if any, outside the State of Indiana. 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 of Conflicts of Interest with Various Forms of Compensation The forms of compensation for municipal advisors vary according to the nature of the engagement and requirements of the client, among other factors. Various forms of compensation present actual or potential conflicts of interest because they may create an incentive for an advisor to recommend one course of action over another if it is more beneficial to the advisor to do so. This exhibit discusses various forms of compensation and the timing of payments to the advisors. Fixed fee. Under a fixed fee form of compensation,the municipal advisor is paid a fixed amount established at the outset of the transaction. The amount is usually based upon an analysis by the client and the advisor of, among other things, the expected duration and complexity of the transaction and the agreed-upon scope of work that the advisor will perform.This form of compensation presents a potential conflict of interest because, if the transaction requires more work than originally contemplated, the advisor may suffer a loss. Thus, the advisor may recommend less time-consuming alternatives, or fail to do a thorough analysis of alternatives. There may be additional conflicts of interest if the municipal advisor's fee is contingent upon the successful completion of a financing,as described below. Hourly fee. Under an hourly fee form of compensation, the municipal advisor is paid an amount equal to the number of hours worked by the advisor times an agreed-upon hourly billing rate. This form of compensation presents a potential conflict of interest if the client and the advisor do not agree on a reasonable maximum amount at the outset of the engagement,because the advisor does not have a financial incentive to recommend alternatives that would result in fewer hours worked. In some cases, an hourly fee may be applied against a retainer (e.g., a retainer payable monthly), in which case it is payable whether or not a financing closes. Alternatively, it may be contingent upon the successful completion of a financing, in which case there may be additional conflicts of interest,as described below. Fee contingent upon the completion of a financing or other transaction. Under a contingent fee form of compensation,payment of an advisor's fee is dependent upon the successful completion of a financing or other transaction. This form of compensation presents a conflict because the advisor may have an incentive to recommend unnecessary financings or financings that are disadvantageous to the client. For example, when facts or circumstances arise that could cause the financing or other transaction to be delayed or fail to close,an advisor may have an incentive to discourage a full consideration of such facts and circumstances, or to discourage consideration of alternatives that may result in the cancellation of the financing or other transaction. Fee paid under a retainer agreement. Under a retainer agreement, fees are paid to a municipal advisor periodically (e.g., monthly) and are not contingent upon the completion of a financing or other transaction. Fees paid under a retainer agreement may be calculated on a fixed fee basis (e.g., a fixed fee per month regardless of the number of hours worked) or an hourly basis (e.g., a minimum monthly payment, with additional amounts payable if a certain number of hours worked is exceeded). A retainer agreement does not present the conflicts associated with a contingent fee arrangement(described above). Fee based upon principal or notional amount and term of transaction. Under this form of compensation, the municipal advisor's fee is based upon a percentage of the principal amount of an issue of securities (e.g., bonds)or, in the case of a derivative, the present value of or notional amount and term of the derivative. This form of compensation presents a conflict of interest because the advisor may have an incentive to advise the client to increase the size of the securities issue or modify the derivative for the purpose of increasing the advisor's compensation.