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

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EXHIBIT A Scope of Services This Scope of Services relates to the Client's reporting requirements to comply with the Securities and Exchange Commission Rule 15c2-12 ("Rule") as set forth in the Continuing Disclosure Undertaking Agreement(s) ("CDU") executed for the bonds listed in Exhibit A-1 ("Bonds"). Article I. PREPARATION AND FILING OF ANNUAL REPORTING The Firm will provide a list of the executed CDUs that it requires to complete its Services. The Client agrees to provide the Firm with a copy of each CDU that has been executed for the Bonds, including any master and supplemental CDUs. A. The Firm will: • Identify the Client's reporting obligations as contained in each CDU and Final Official Statement (FOS) for each of the Bonds; • Prepare any necessary operating data for the reporting period (CDAF); • Obtain annual unaudited financial report from Gateway; • Send the CDAF to the Client for approval and execution of any necessary notices; • Provide to the Municipal Securities Rulemaking Board ("MSRB") through its Electronic Municipal Market Access System ("EMMA"), the annual information required under the respective CDU; • Provide the unaudited financial report and CDAF to other interested parties as required by the CDU or requested by the Client; and • If not filed at the time of the CDAF, file and provide to other interested parties the audited financial statements or examination reports of the Client as prepared and examined by the State Board of Accounts beginning with the most recent 12 month period ended December 31, together with the opinion of such accountants and all notes thereto. (It is the Client's responsibility to provide the Finn with a copy of the Audit or Examination Report immediately upon receipt thereof to ensure that the filing occurs within the time requirements of the CDU). Article II. ASSISTANCE FILING MATERIAL EVENTS ON EMMA Upon notification of one of the events listed below (collectively, Material Events), the Firm will assist the Client with filing any Material Events. Most Material Events are required by the Rule to be filed within ten business days of the occurrence. To assist with the compliance and to remind the Client of Material Events, the Firm will send the Client a brief semi-annual survey. However, Clients should notify the Firm as soon as possible should they believe a material event has or may have occurred to enable the Firm to file a timely notice on EMMA. It is the Client's sole responsibility to notify the Firm of the potential occurrence of a Material Event. The following events must be filed if the Client determines the event is material: a. non-payment related defaults b. modifications to rights of bondholders C. bond calls d. release, substitution or sale of property securing repayment of the bonds e. the consummation of a merger, consolidation, or acquisition, or certain asset sales, involving the obligated person, or entry into or termination of a definitive agreement relating to the foregoing f. appointment of a successor or additional trustee or the change of name of a trustee