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 5 that Barnes & Thornburg LLP has signed an affidavit stating that it does not knowingly employ an unauthorized alien, and we will provide a copy of that affidavit to you upon request. PZS Representation As we discussed, we currently represent the PZS as its lawyers in various matters unrelated to the Transaction. In serving as bond counsel in the Transaction, it will only be on the express understanding that we will not and cannot represent either PZS or the City should either of you assert a legal claim against the other in connection with matters relating to the Transaction or should a controversy otherwise develop between you in that regard. In such a circumstance, we would withdraw from further representation of the City in regard to matters relating to the Transaction. Under Rule 1.7 of the Indiana Rules of Professional Conduct, we are precluded from representing a client if the representation of the client will be directly adverse to another client, or there is a significant risk that the representation of the client will be materially limited by our responsibilities to another client, a former client or a third person or by our personal interest, unless. (a) we reasonably believe that we will be able to provide competent and diligent representation to each affected client; (b) the representation is not prohibited by law; (c) the representation does not involve the assertion of a claim by one client against another client represented by us in the same litigation or other proceeding before a tribunal; and (d) each affected client gives informed consent, confirmed in writing. Loyalty and independent judgment are essential elements in the Iawyer's relationship to a client. Loyalty to a current client prohibits undertaking representations directly adverse to the client without the client's informed consent. Even where there is no direct adversity, a conflict of interest exists if there is a significant risk that a lawyer's ability to consider, recommend or carry out an appropriate course of action for the client will be materially limited as a result of the lawyer's other responsibilities or interests; the conflict in effect forecloses alternatives that would otherwise be available to the client. In the present circumstances, we believe that we will be able to provide competent and diligent representation to the City as bond counsel in the Transaction and competent and diligent representation to PZS in unrelated matters. The representation is not prohibited by law. The representation does. not involve the assertion of a claim by one client against another client represented by us in the same litigation or other proceeding before a tribunal. We expect that PZS will give informed consent, confirmed in writing, to allow us to serve as bond counsel in the Transaction concurrently with our representation of PZS in unrelated matters. This fetter confirms the City's consent to our continued representation of PZS in any existing or new matters that are unrelated to the Transaction, concurrently with our serving as bond counsel in the Transaction.