Contract - HJ Umbaugh & Assoc. - Municipal Advisory Services with Respect to the 2016 Waterworks Bonds Refunding

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UMBAUGH H.1. Umbaugh & Associates Certified Public Accountantr, LLP 1121 ronWcrks Avenue sane c October 26, 2016 Mishawaka, IN 46544 Phone: 574-9355178 Far. 574 935-5928 w.vw.um5au�h.cum Mr. Eric C. Horvath, Director Department of Public Works City of South Bend 227 West Jefferson Boulevard, Suite 1300 N South Bend, Indiana 46601 Re: South Bend (Indiana) Municipal Water Utility - Municipal Advisory Services — Proposed Refunding Bonds of 2016 Dear Eric: You have requested that H. J. Umbaugh & Associates, Certified Public Accountants, LLP (the "Firm") provide to the City of South Bend (the "Client') those services more fully set forth in Exhibit A hereto (the "Services"). Fees and Costs Fees charged for work performed are generally based on hourly rates, as set forth in Exhibit B, for the time expended, a fixed amount or other arrangement as mutually agreed upon as more appropriate for a particular matter. Hourly rates for work performed by our professionals vary by individual and reflect the complexity of the engagement. Disclosure of Conflicts 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. 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. Unless otherwise agreed to by the Client and the Firm, this engagement will terminate 60 days after completion of the scope of services as outlined in Exhibit A.