Crowe Horwath/Street/6,000/Grant Mgmt dA Crowe Horwathe
Crowe Horwath LLP
Independent Member Crowe.Honvath Intematidnal
3815 River Crossing Parkway, Suite 300
Post Office Box 40977
Indianapolis, Indiana 46240 -0977
Tel 317.569.8989
Fax 317.706.2660
www crowehorwath.com
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April 25, 2012
Mr. David Huffman
Street Commissioner
City of Carmel
3400 West 131 Street
Westfield, IN 46074
Dear Mr. Huffman:
This letter confirms the arrangements for Crowe Horwath LLP "Crowe" or "us" or "we" or "our to provide
grant administration and financial consulting services, in connection with the Energy Efficiency and
Conservation Block Grant "EECBG funds awarded by the United States Department of Energy for the
City of Carmel, Indiana "the City" or "you" or "your The attached Crowe Engagement Terms is an
integral part of this letter, and its terms are incorporated herein.
OUR UNDERSTANDING OF THE GRANT
The City of Carmel has received a $633,000 grant from economic recovery funds to support energy
efficiency and conservation programs. The City of Carmel currently maintains approximately 1300 street
lights and will retrofit approximately 800 of those with the light- emitting diode (LED) street light with this
grant. This switch will create energy savings between 30 50 percent. The LED lights cost less to
operate, last longer, and will require less maintenance. Approximately $264,000 is spent annually on
electricity costs for our current street lights. Replacing 800 of them with LED lights will save
approximately $70,000 a year, which is roughly an 11 percent return on investment. As funds are
available, the City may seek to expand the scope of work under the grant.
SCOPE OF WORK
Our services will be performed in accordance with the Standards for Consulting Services established by
the American Institute of Certified Public Accountants. The extent and sufficiency of the services and
procedures to be performed will be determined with you and are solely the responsibility of the
management of the City.
Because these services will not constitute an audit, review, or examination in accordance with standards
established by the American Institute of Certified Public Accountants, we will not express an opinion on
the City's financial statements or accounts used for grant compliance and financial reporting. We have no
obligation to perform any services beyond those listed below. If we were to perform additional services,
other matters might come to our attention that would be reported to you. It is understood that we will
provide oral or written feedback reflecting the consulting services outlined below for use by you. We
make no representations as to the adequacy of these services for your purposes.
Mr. David Huffman
City of Carmel
April 25, 2012
Page 2
The City of Carmel management has the sole responsibility for fulfilling its grant compliance and financial
requirements. Within this engagement, Crowe will provide technical assistance based on specific
management requests as follows:
1. Technical assistance with special reporting activities required to close -out the grant;
2. Guidance for preparing for grant related audits, including updating and /or compiling existing
documentation related to the grant that is maintained in the grant notebook;
3. Read final reports required to be submitted to the Federal government in relation to grant close-
out and provide recommendations on potential gaps or inconsistencies in reporting.
Our services and work product are intended for the benefit and use of the City of Carmel. This
engagement will not be planned or conducted in contemplation of reliance by any other party or with
respect to any specific transaction and is not intended to benefit or influence any other party. Therefore,
items of possible interest to a third party may not be specifically addressed or matters may exist that
could be assessed differently by a third party. The working papers for this engagement are the property
of Crowe and constitute confidential information.
Our engagement cannot be relied upon to disclose errors, fraud, or illegal acts that may exist, and we will
not address legal or regulatory matters or abuses of management discretion, which are matters that
should be discussed by you with your legal counsel.
You agree to be responsible to: make all management decisions and perform all management functions;
designate an individual who possesses suitable skill, knowledge, and /or experience, within senior
management, to oversee our services; evaluate the adequacy and results of the services performed;
accept responsibility for the results of the services; and establish and maintain internal controls, including
monitoring ongoing activities. You are also responsible for the accuracy and completeness of the
information provided to Crowe for purposes of this engagement and for timely updating such information.
PROFESSIONAL FEES
We will invoice you for our services on a periodic basis as services are rendered and for out -of- pocket
expenses as they are incurred not to exceed $6,000. Should costs in excess of $6,000 be anticipated
based on the level of activity required to complete the work requested, we will notify the City and submit a
change request detailing the estimated additional costs for your review and approval.
Our invoices are due and payable upon receipt. Bills that are not paid within 35 days of receipt are
subject to a monthly interest charge of one percent per month or the highest interest rate allowed by law,
whichever is less, which we may elect to waive at our sole discretion,
This engagement letter and the attached Crowe Engagement Terms reflect the entire agreement between
us relating to the services covered by this letter. The headings included in this letter are to assist in ease
of reading only; the letter and attachment are to be construed as a single document, with the provisions of
each section applicable throughout. This agreement may not be amended or varied except by a written
document signed by both parties. It replaces and supersedes any other proposals, correspondence,
agreements and understandings, whether written or oral, relating to the services covered by this letter.
The agreements of Client and Crowe contained in this engagement letter shall survive the completion or
termination of this engagement. If any term hereof is found unenforceable or invalid, this shall not affect
the other terms hereof, all of which shall continue in effect as if the stricken term had not been included.
For any and all litigation predicated upon, arising out of, or reasonably related to this Agreement, the
Mr. David Huffman
City of Carmel
April 25, 2012
Page 3
parties agree to the exclusive personal jurisdiction and venue of the Indiana Federal Court, Southern
District of Indiana, Indianapolis Division, or Circuit or Superior Court of Hamilton County, Indiana. The
governing laws shall be the laws of the State of Indiana.
We thank you for selecting Crowe for this engagement. If the terms of this letter and the attached Crowe
Engagement Terms are acceptable to you, please sign and date below and return a copy of this letter at
your earliest convenience. If you have any questions, please contact Eric Russell at (614) 469 -1196 or
Scott Nickerson at (317) 706 -2693.
Thank you for the opportunity to serve your organization.
Very truly yours,
Crowe Horwath LLP
Lat
By:
I have reviewed the arrangements outlined above and in the attached Crowe Engagement Terms, and I
accept on behalf of Client the terms and conditions as stated.
City of Carmel, Indiana
Signature:
Printed Name:
Title:
Date:
1
Approved and Adopted this day of 20)2.
CITY OF CARMEL, INDIANA
By and through its Board of Public Works and Safety
BY:
ames Brai ard, P,r iding is
Date: L�
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Lori g. W, son, Member
Date: 61 (6,1( 6
ATTEST:
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Diana Cordray, IMClerk- Treasurer
Date: !(p --/a
Mr. David Huffman
City of Carmel
April 25, 2012
Page 1
Crowe Engagement Terms
We want you to understand the basis under which we offer our services to you and determine our fees, as well as to
clarify the relationship and responsibilities between your organization and ours. These terms are part of our
engagement letter and apply to all future services, unless a specific engagement letter is entered into for those
services. We specifically note that no advice we may provide should be construed to be investment advice.
YOUR ASSISTANCE For Crowe to provide our services effectively and efficiently, you agree to provide us timely
with the information we request and to make your employees available for our questions. The availability of your
personnel and the timetable for their assistance are key elements in the successful completion of our services and in
the determination of our fees. Completion of our work depends on appropriate and timely cooperation from your
personnel; complete, accurate, and timely responses to our inquiries; and timely communication by you of all
significant accounting and financial reporting matters of which you are aware. If for any reason this does not occur,
Crowe will contact you to discuss any scope of work changes to reflect the additional time or resources required by
us and revised fees, as applicable, which will be mutually agreed upon.
If circumstances arise that, in our professional judgment, prevent us from completing this engagement, we will
contact you immediately, in writing.
THIRD -PARTY PROVIDER We may use a third -party service provider in providing professional services to you
which may require our sharing your confidential information with the provider. If we use a third -party service provider,
we will enter into a confidentiality agreement with the provider to require them to maintain the confidentiality of your
confidential information. The terms of our engagement letter and these engagement terms shall apply to any third
party provider.
CONFIDENTIALITY We will maintain the confidentiality of your confidential information in accordance with
professional standards. We will specifically mark which documents we consider to be confidential. You agree not to
disclose any specifically marked documents without our prior written consent, except to the extent such disclosure is
an agreed objective of this engagement, or otherwise permitted under applicable Indiana law. We retain the right to
use the ideas, concepts, techniques, industry data, and know -how we use or develop in the course of the
engagement. You agree to the use of fax, email, and voicemail to communicate both sensitive and non sensitive
matters; provided, however, that nonpublic personal information regarding your customers or consumers shall not be
communicated by unencrypted email.
CONSUMER PRIVACY In order to provide the services called for in this engagement, you may be disclosing to us
certain nonpublic personal information regarding your accounts, customers, and consumers. To the extent permitted
by law, we will not disclose any such nonpublic personal information except to you and our employees and agents.
However, in circumstances that fall under an exception in the regulations "Privacy of Consumer Financial Information"
implementing the Gramm Leach Bliley Act, we may disclose or use such nonpublic personal information in the
ordinary course of business to carry out the services in this engagement. We have implemented and will maintain
physical, electronic and procedural safeguards "Safeguards reasonably designed to protect the security,
confidentiality and integrity of, to prevent unauthorized access to or use of, and to ensure the proper disposal, of
nonpublic personal information regarding your customers or consumers. We further agree that the Safeguards shall
meet the objectives of the Interagency Guidelines Establishing Information Security Standards, adopted by the Office
of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Federal Deposit
Insurance Corporation, and the Office of Thrift Supervision, as they currently exist, or as they may be amended from
time to time.
CHANGES We may periodically communicate changes in laws, rules, or regulations to you. However, you have not
engaged us to and we do not undertake an obligation to advise you of changes in laws, rules, regulations, industry or
market conditions, your own business practices, or other circumstances, except to the extent required by professional
standards.
NO TRANSFER OR ASSIGNMENT OF CLAIMS No claim against Crowe, or any recovery from or against Crowe,
may be sold, assigned or otherwise transferred, in whole or in part.
TIME LIMIT ON CLAIMS In no event shall any action against you or Crowe, arising from or relating to this
engagement letter or the services provided by Crowe relating to this engagement be brought after the expiration of
the applicable statute of limitations or repose.
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Mr. David Huffman
City of Carmel
April 25, 2012
Page 2
MEDIATION If a dispute arises, in whole or in part, out of or related to this engagement, or after the date of this
agreement, between you or any of your affiliates or principals, and Crowe, and if the dispute cannot be settled
through negotiation, you and Crowe agree first to try in good faith to settle the dispute by mediation administered by
the American Arbitration Association under its mediation rules for professional accounting and related services
disputes before resorting to litigation or any other dispute resolution procedure. The results of mediation shall be
binding only upon agreement of each party to be bound. Costs of any mediation shall be shared equally by both
parties.
LEGAL AND REGULATORY CHANGE The scope of services and the fees for the services covered by the
accompanying letter are based on current laws and regulations. If changes in laws or regulations change your
requirements or the scope of our work, you and we agree that our fees will be modified to a mutually agreed -upon
amount to reflect the changed level of our effort.
AFFILIATES Crowe Horwath LLP is an independent member of Crowe Horwath International, a Swiss verein. Each
member firm of Crowe Horwath International is a separate and independent legal entity. Crowe Horwath LLP and its
affiliates are not responsible or liable for any acts or omissions of Crowe Horwath International or any other member
of Crowe Horwath International and specifically disclaim any and all responsibility or liability for acts or omissions of
Crowe Horwath International or any other member of Crowe Horwath International. Crowe Horwath International does
not render any professional services and does not have an ownership or partnership interest in Crowe Horwath LLP.
Crowe Horwath International and its other member firms are not responsible or liable for any acts or omissions of
Crowe Horwath LLP and specifically disclaim any and all responsibility or liability for acts or omissions of Crowe
Horwath LLP.
TERMINATION- Either party may terminate this agreement upon ten (10) days written notice to the other party. In
the event of termination, you will retain any documents and or other services rendered by Crowe Horwath LLP. All
documents and information given to us, by you, will be returned. If partial services are rendered, you will pay us for
the portion of work completed.
E- VERIFY REQUIREMENT- All terms defined in I.C. 22- 1 -1 -7. et.seq. are adopted and incorporated into this section
Pursuant to I.C. 22 -5 -1.7 et seq., We shall enroll in and verify the work eligibility status of all newly hired employees
using the E Verify program, if it has not already done so as of the date of this Agreement. We are further required to
execute an affidavit affirming that: (i) we are enrolled and are participating in the E verify program, and (ii) we do not
knowingly employ any unauthorized aliens. This affidavit shall be attached and incorporated within this document as
"Exhibit A
In support of the affidavit, we shall provide you with documentation that we have enrolled and are participating in the
E Verify program. This agreement shall not take effect until Exhibit A is signed by us, and delivered to your authorized
representative. Should we subcontract for the performance of any work under this Agreement, we shall require any
subcontractor to certify by affidavit that (i) the subcontractor does not knowingly employ or contract with any
unauthorized aliens, and (ii) has enrolled and is participating in the E verify program. We shall maintain a copy of
such certification for the duration of the term of any subcontract. We shall also deliver a copy of the certification to
you within seven (7) days of the effective date of the subcontract.
If we, or any subcontractor, knowingly employs or contracts with any unauthorized aliens, or retains an employee or
contract with a person that we or the subcontractor subsequently learns is an unauthorized alien, we shall terminate
the employment of, or contract with, the unauthorized alien within thirty days (cure period Should we or any
subcontractor of us fail to cure within the cure period, you have 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.
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Mr. David Huffman
City of Carmel
April 25, 2012
Page 3
Exhibit "A"
E- Verify Affidavit
Jane Hoff 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 Crowe Horwath LLP
(the "Company in the position of Firm wide Human Resources Leader.
3. I am familiar with the employment policies, practices, and procedures of the Company
and have the authority to act on behalf of the Company.
4. The Company is enrolled and participates in the federal E- Verify program.
Documentation of this enrollment and participation is stated in the E- verify section of the
Agreement and is incorporated herein.
5. The Company does not knowingly employ any unauthorized aliens.
6. To the best of my information and belief, the Company does not currently employ any
unauthorized aliens.
7. FURTHER AFFIANT SAYETH NOT.
EXECUTED on the 26th day of April 2012_
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.
1
Printed: Jane Hoff
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