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London Witte/CRC/24,000/accounting financial advisorLWG December 17, 2014 William Hammer President Carmel Redevelopment Commission 30 West Main Street, Suite 220 Cannel, IN 46032 Re: Engagement Letter — Accounting and Financial Advisory Services LONDON WITTE GROUP Dear Bill: We are pleased to submit this engagement letter to you for consideration by the Carmel Redevelopment Commission ( "CRC ") regarding our retention to provide accounting and financial advisory services to the CRC (the "Project "). SCOPE OF SERVICES London Witte Group ( "LWG ") will provide the accounting and financial advisory services necessary in connection with the Project including, but not limited to, the following: • Assist the Commissioners, staff, legal counsel and other consultants with the coordination with the City Clerk - Treasurer regarding information requested, as needed; • Review, comment and assist in the analysis of the financial aspects of all transactions and the related documents; • Review and comment to the CRC on the projections and information provided by other financial consultants concerning the potential revenues and expenses of the CRC; • Assist with the preparation of the Annual Commission Reports required by the Indiana Department of Local Government Finance (DLGF) for posting on its Gateway system; • Assist with preparation of the annual audit by the Indiana State Board of Accounts; • Prepare, or assist in the preparation, of historical and projected financial information for the potential buyers of the CRC's financial obligations, underwriters' of such obligations, rating agencies, credit enhancement providers, financing team members and other related parties; • Attend, called regular and special meetings of the CRC (including executive sessions) as directed by the President, Executive Director or Chair of the Finance Committee; • Attend staff and working group meetings with the CRC staff and working groups as directed by the Executive Director/President; and • Other such matters as directed by the CRC and/or the Executive Director /President/Chair of the Finance Committee Certified Public Accountants One Independence Center,,1776 North Meridian Street, Suite 500 Indianapolis, Indiana 46202 Telephone 1317- 634 -4747 Facsimile 1 317- 632 -2727 Toll Free 1 877 -634 -4747 Web I www.LWGCPA.com William Hammer December 17, 2014 Page 2 ENGAGEMENT TEAM 1'he following individuals will comprise the engagement team for this Project: Jim Higgins — Partner Bob Reynolds — Senior Staff Accountant All of the above listed engagement team members are Certified Public Accountants. However, please note that additional firm members will be assigned to various segments of the Project, as it is our intent to staff this engagement at the level that will provide the greatest efficiency and be most economical for CRC. HOURLY RATES Our fee for these services will be based on the following maximum hourly rates of the staff assigned to the engagement: Partners $350 Principals 225 Managers 200 Senior Accountants 125 Staff Accountants 90 These represent our maximum standard hourly fees. If the hourly rate of any individual assigned to this engagement is less than the amount specified above, the lower rate would be charged. These rates represent the current maximum hourly rates of the firm. Rates are adjusted from time to time and any change in the maximum hourly rates listed above will be provided to the CRC at least thirty (30) days prior to their implementation. OUT -OF- POCKET EXPENSES We would also request that reimbursement be provided for any out of pocket cost (travel, photocopies, deliver charges, etc.) that maybe incurred during the engagement. Reimbursements will not be requested for toll calls, cell phone charges or computer time. Additionally, "travel" for this engagement would be associated with any out of town travel that may be required and would not include travel to and from our offices in Indianapolis to Carmel for CRC related matters. William Hammer December 17, 2014 Page 3 ESTIMATED 2015 BILLING Based upon our prior experience with the CRC, we would estimate that the total billing for calendar 2015 would be Less than $25,000. INVOICING A detailed invoice for services will be submitted monthly during the term of the Project. The invoice will include a description that will outline the date, personnel, time on task and billing rate for each individual that worked on the Project as well as a description of the items for which reimbursements are being requested. TERM This engagement shall be effective from January 1, 2015 through and including December 31, 2015. The engagement may be terminated by either party upon 30 days written notice. We greatly appreciate the opportunity to provide this proposal for your consideration. If the foregoing terms are acceptable, please indicate so by signing and returning a copy of this letter, retaining the original for your files. We look forward to being of service to the CRC and the citizens of Carmel. If you should have any questions or need additional information, please do not hesitate to contact me. Since es P. Higgins ACKNOWLEDGED and AGREED to this 17 day of j....efQ,20 14 CARMEL REDEVELOP NT COMMISSION Wi liam Hammer, Presi cnt