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Crowe Horwath,
<br />Crowe Horvath LLP
<br />Independent Member Crowe Horvath International
<br />10 West Market Street, Suite 2000
<br />Indianapolis, Indiana 46204-2975
<br />Tel 317.632.1100
<br />Fax 317.635.6127
<br />w .crowehorwath.wnn
<br />MASTER SERVICES AGREEMENT
<br />This Master Services Agreement, effective July 1, 2016 ("Effective Date'), is between the City
<br />of South Bend, Indiana ("Client"), and Crowe Horwath LLP, an Indiana limited liability partnership
<br />with offices at 10 West Market Street, Suite 2000, Indianapolis, Indiana 46204 ("Crowe").
<br />WHEREAS, Client desires to retain Crowe to provide certain Services (defined herein) in
<br />accordance with the terms and conditions of this Agreement; and
<br />WHEREAS, Crowe desires to perform such Services in accordance with the terms and
<br />conditions of this Agreement;
<br />THEREFORE, in consideration of the foregoing premises and the mutual promises and
<br />agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency
<br />of which the parties acknowledge, the parties to this Agreement mutually agree as set forth below.
<br />Definitions.
<br />a. "Agreement" means this agreement, each Statement of Work, and all documents
<br />incorporated herein by reference.
<br />b. "Inventions" means discoveries, concepts, and ideas, whether patentable or not,
<br />including, but not limited to, apparatus, processes, methods, compositions of matter,
<br />techniques, and formulae, as well as improvements thereto or know-how related thereto
<br />which are made, conceived, created, or acquired by Crowe or its officers, employees, agents,
<br />and sub -contractors in the course of performing Services pursuant to an Statement of Work.
<br />"Inventions" does not include any discovery, concept, or idea conceived, created, or acquired
<br />by Crowe or its officers, employees, agents and sub -contractors prior to the date of an SOW,
<br />nor does it include any modifications, changes, enhancements, conversions, upgrades or
<br />additions thereto, unless such discovery, concept, or idea was conceived, created or acquired
<br />in the course of performing Services pursuant to a prior Statement of Work under this
<br />Agreement.
<br />c. "Services" means various professional consulting services, including without
<br />limitation, services for accounting assistance, budgetary assistance, municipal advisory, utility
<br />consulting, redevelopment consulting, and general business consulting services, to be
<br />performed by Crowe as set out in any Statement of Work.
<br />d. "Statement of Work" or "SOW" means a detailed statement of Services, similar in
<br />form to Exhibit A, to be performed by Crowe and will be attached hereto and made a part
<br />hereof, setting forth the fallowing: a senior representative from Client's management
<br />responsible for determining the scope of the Services to be performed and responsible for
<br />reviewing, supervising, and approving Crowe's performance of Services ("Management
<br />Representative"); specific Services to be performed by Crowe; a schedule for completion of
<br />the Services; the fees and expenses to be paid by Client (e.g., hourly rate or fixed fee); and a
<br />list of the specific deliverables (including without limitation any written reports), if any, to be
<br />developed by Crowe and delivered to Client ("Deliverables"). Either party may elect not to
<br />accept an SOW. Any process for testing or acceptance of Deliverables will be set forth in the
<br />applicable SOW. The format set forth in Exhibit A can be modified by the parties to fit the
<br />MSA
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