Professional Services Agreement - Fifth Third Securities - Zoo Capital Project Underwriter Services

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FIFTH HIRD" SECURITIES August 17, 201.8 Benjamin J, Dougherty, J.D. City of South Bend 227 W. Jefferson Blvd., Suite 1200 N. South Bend, IN 46601. Re: Underwriter Letter of Intent City of South Bend, Economic Development revenue Bonds, Series 2018 (Potawatomi Zoo Project) Dear Mr. Dougherty: City of South Bend ("Issuer") is aware of the "Municipal Advisor rule" of the Securities and Exchange Comnnission (effective July 1, 2014) and the underwriter exclusion from the definition of "municipal advisor" for a firm serving as an underwriter for a particular issuance of municipal securities. Issuer hereby designates Fifth Third Securities, Inc. as an underwriter for the possible Bond Issuance (the "Bonds") that Issuer currently anticipates issuing. Issuer expects that Fifth Third Securities, Inc. will provide advice on the structure, tinning, terms, and other matters concerning the Bonds. Fifth Third. Securities, Inc. will perform its underwriting services to Issuer in accordance with the provisions of its proposal to Issuer dated August 6, 2018, except that the total underwriting fee will not exceed $3.37 per thousand of the par amount of the Bonds. It is Issuer's intent that Fifth Third Securities, Inc. serve as an underwriter for the Bonds, subject to satisfying applicable procurement laws or policies, formal approval by Issuer finalizing the structure of the Bonds and executing a bond purchase agreement or other related document. While Issuer presently engages Fifth Third Securities, Inc. as the underwriter for the Bonds, this engagement letter is preliminary, nonbinding and may be terminated at any time by Issuer without penalty or liability for any costs incurred by Fifth Third Securities, Inc. Furthermore, this engagement letter does not restrict Issuer from entering :into the proposed municipal securities transaction with any other underwriters or selecting an underwriting syndicate that does not include Fifth Third 'Securities, Inc. Sincerely, Jay ryals Managing Director - Public Finance Benjamin J. Dougherty, J.D. � bee City of South Bend, IN r N W, APPAOVED 80aird ofPIdIfic Work4 UG '4 � . FIIth Third Gec(iritics is the trade name used by Fifth Thirrl sec,w'it,ies, Ine', rrenalaer FI6 ,h x/SI �,, o %vhndly owned suhsiddoryof FiWi rhrird Bonk, as rogisterecd broke-cdettler, and a registered jrtwestrttent advisor tc&tered with the US, Sc on6lies and ExOiange iCc mniissk)rr 15Ef b, RGgistrntcon does not o- njAy o cortoinlevel of skill orticining. Sewrdtias and Invests ollts affercrl thre)trt„h Fifth Thad Scwijties. Inc, and instKWnce I:7r0rlucts: Ate Not FDIC GnNmed Offer No Bank Gn arnrtee May Lose VzIbue Are Not h1ruied By Any Federal Cowirnnr ent Agerxy Ate Not A Deposh 6rISUMncO ptor9mts made available through Fifth Thiul first ance Agency, Ine.