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Project Assignment (Continued) <br />City of South Bend - Community & Economic Development Office <br />September 20, 2011 <br />Page 2 <br />Disclosure and Presentations <br />1. Participate in due diligence investigations as required in connection with client's disclosure <br />obligations under SEC regulations including Rule 10(b)(5) and the Securities Acts of 1933 <br />and 1934, as well as the disclosure rules applicable to governmental issuers under SEC <br />Rule 15c2 -12. <br />2. Prepare Official Statement for sale of securities at competitive bid or negotiated basis, <br />including Preliminary or Nearly Final and Final Official Statements. <br />3. Apply for and manage data presentations relative to request for credit ratings by Moody's <br />Investors Service, Standard & Poor's and /or Fitch Ratings, if required. <br />4. Appear before State regulatory departments and agencies, if necessary. <br />Sale. Closino and Follow- Through <br />1. Participate in pricing calls on behalf of the CED Office if the sale of the Bonds is <br />negotiated; accept, evaluate and award bids for the Bonds if sold competitively. <br />2. Arrange for closing of sale and transfer of funds. <br />3. Provide a recommendation on investment alternatives available for bond proceeds. <br />4. Provide advice on IRS arbitrage tracking and reporting requirements. <br />5. Provide advice on the development of an ongoing disclosure program to comply with <br />secondary market disclosure rules. <br />6. Submit post bond sale reporting documentation to the Department of Local Government <br />Finance (DLGF). <br />Fees <br />Professional fees for the scope of services described will not exceed $25,000 without the written <br />consent of the CED Office, and include up to two (2) public meetings or working group meetings. <br />Additional meetings in excess of two (2) will be invoiced as an additional cost at our normal hourly <br />rates. <br />Partner /Director <br />$310-370 <br />Sr. Manager <br />200-250 <br />Manager <br />155— 200 <br />Staff <br />100-125 <br />Out -of- pocket expenses <br />At Cost <br />Should the project terminate prior to the issuance of the Bonds, we will invoice the CED Office for <br />the time and materials through the date of project termination. Otherwise, our fees can be paid <br />from bond proceeds. <br />Out -of- pocket expenses paid by Crowe are billed to the client at cost. These expenses generally <br />include, but are not limited to, communication, printing, binding, electronic marketing, evaluation <br />software and travel expenses incurred on behalf of the client. Services requested which are <br />outside the scope of services listed herein will be described and quoted separately. <br />