PSA - H.J. Umbaugh & Associates - Financial Assurance Test for Closed Landfill to Meet IDEM Requirements

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Mr. John H. Murphy, Controller City of South Bend Re: Proposed Financial Advisory and Accounting Services City of South Bend Landfill —Financial Assurance Test January 25, 2017 Page 3 Investments The Firm certifies that pursuant to Indiana Code 5-22-16.5 et seq. the Firm is not now engaged in investment activities in Iran. The Firm understands that providing a false certification could result in the fines, penalties, and civil action listed in I.C. 5-22-16.5-14. Municipal Advisor Reeistration 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 the 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; an 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. We appreciate this opportunity to be of service to you and the City of South Bend. Very truly yours, H.J. Umb gh & Associates Certified ublic Accounta/ntt�s,,'LLP�� ByAfvr�- /��s/�G'// Scott A. Miller, Partner The undersigned hereby acknowledges and agrees to the foregoing letter of engagement. AYp&OVED City of South Bend, Indiana titinird of public Works Date: By: