PSA - H.J.Umbaugh & Assoc. - 2017 Bond Continuing Disclosure Services

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UMBAUGH H. J. Umbaugh & Associates Ce,tffled Public Accountants, LLP 112 I unWo,ks Avenue Suite C Mishawaka, IN 46544 Phone: 574-9355178 Fax: 574'935.5928 www.umbaugh.com Mr. John H. Murphy, Controller City of South Bend 227 West Jefferson Boulevard South Bend, IN 46601 Re: Continuing Disclosure Services Dear John: February 3, 2017 Thank you for requesting 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"). This letter will also serve to (a) confirm the Bonds, listed on Exhibit A -I, is an accurate and complete list of bonds subject to the continuing disclosure requirements and (b) determine whether any events occurred that would be considered material. Please review and then execute a copy of Exhibit A-1. 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) requires 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/site 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. 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.