Professional Services Agreement - Barnes and Thornburg LLC - Bond Counsel Services

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Jennifer C. Hockenhull, City Controller City of South Bend July 23, 201.8 Page 2 Identity of Client It is important from the outset of our relationship that we have a clear understanding as to the identity of our client. Our only client in this matter is the City, and not any of its agencies, instrumentalities, boards, commissions, officials, officers, employees or other affiliates. You have agreed that our representation of the City in this matter will not give rise to any attorney - client relationship between our Firm and any agency, instrumentality, board, commission, official, officer, employee or other affiliate of the City. You have also agreed that, during the course of our representation of the City in this matter, our Firm will not be given any confidential information regarding any agency, instrumentality, board, commission, official, officer, employee or other affiliate of the City. Accordingly, our Firm's representation of the City in this matter will not give rise to any conflict of interest in the event other clients of our Firm are adverse to any agency, instrumentality, board, commission, official, officer, employee or other affiliate of the City.. Services Bond counsel is engaged to render an objective legal opinion with respect to the authorization and issuance of bonds. As bond counsel in the Transaction, we advocate the interests of the City and not any other party to the Transaction. We also assume that the other parties to the Transaction, including, but not limited to any underwriter (the "Underwriter"), will retain such counsel as they deem necessary and appropriate to represent their interests in this Transaction. City: As bond counsel, we will provide the following services as and when requested by the L We will assist the City and the Municipal Advisor in structuring the Transaction, preparing a detailed timetable establishing the duties and obligations of each party to the Transaction and assisting with the representatives of the City in understanding all of the City's financial options for the Transaction. 2. We will prepare the documentation for the Transaction, including all legal notices, ordinances, and resolutions of the Economic Development Commission and the Common Council of the City, and related affidavits and certificates. 3. We will assist City officials in preparing for and attending required meetings, including the required public hearings. 4. We will prepare the documentation for the financing, including the necessary resolutions, ordinances and internal working group agenda, all legal notices and related affidavits and. certificates. 5. We will attend any meetings, as requested by the City.