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, 2018 Page 4 document with respect to the Bonds, nor are we responsible for performing an independent investigation to determine the accuracy, completeness or sufficiency of any such document. 3. We will not provide any other services not specifically set forth above. Although I will be the lawyer responsible for this matter, I may assign portions of the work to be done to other Firm lawyers. In an effort to effect greater efficiencies and to reduce total fees, I may also ask one or more of our paralegals to assist in this matter as well in the areas of (1) filing certain documents,;such as the UCC filing statements, with certain state and local agencies and (2) compiling the executed documents for the transcript. Municipal Advisor Matters We understand that the Municipal Advisor is an independent registered municipal advisor, and that the City will look primarily to the Municipal Advisor for financial advice in the Transaction. We (a) are not a financial advisor or financial expert regarding the issuance of municipal securities or municipal financial products, and (b) are not subject to the fiduciary duty imposed on independent registered municipal advisors by the United States Securities and Exchange Commission and the Municipal Securities Rulemaking Board. Fees We agree that we will provide services on an hourly basis until such time as the structure and budget of the Transaction is being finalized in connection with the preparation of the preliminary offering document at which time we agree to provide a fixed fee based upon: (i) our understanding of the terms and structure of the Transaction and the assumptions set forth in this letter, (ii) the duties we will undertake pursuant to this letter, (iii) the time we anticipate devoting to the remainder of the Transaction, (iv) the responsibilities we assume, and (v) the then current structure of the Transaction. We estimate that our fees may range from $45,000 to $52,000 for the Transaction. In addition to our fixed, fee, we anticipate incurring expenses in the Transaction (i.e., in connection with the publication of the required notices of public hearing and notices for the Bond sale as required by law, and the preparation of the bond transcript), all of which will be charged to the City. Also, our fixed fee quotation will assume that there are no changes to current law that would affect the amount of services that would need to be provided to the City. Our fee and expenses are usually paid shortly after the Closing out of the proceeds of the Bonds, and we customarily do not submit any statement until shortly after the Closing unless there is a substantial delay in completing the financing. E-Verify Participation In connection with this engagement, we agree that Barnes & Thornburg LLP is enrolled in and will verify the work eligibility status of all newly hired employees through the Federal E- Verify program (unless and until the E-Verify program no longer exists). This letter confirms