Professional Services Agreement - HJ Umbaugh & Associates - Municipal Stormwater Utility Financial Advisory Services

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tJM1,0,,:111UGH 1-1. J. Llmbemgh & Assochites Cui flfird Flul)lic Accminfatwi, LLP 112 1ronWorks Avenue Suite C August 10, 2018 W,haviaka, IN 4654d Phone; 574-935-51.78 Fax: 574-935-5928 ,mm,urnbaugh.com Mr. Eric C. Horvath, Director Department of Public Works City of South Bend 227 West Jefferson Boulevard, Suite 1300 N South Bend, Indiana 46601 Re: South Bend (Indiana) Municipal Stormwater Utility — Proposed Financial Advisory and Accounting Services — 2018 Rate Study Dear Eric: Thankyou for requesting that H. J. Umbaugh & Associates, Certified Public Accountants, LLP (the "Firm") provide to the City of South Bend (the "Client") those services more fully set forth in Exhibit A hereto (the "Services"), Fees and Costs Fees charged for work performed are generally based on hourly rates, as set forth in Exhibit B, for the time expended, a fixed amount or other arrangement as mutually agreed upon as more appropriate for a particular matter. Hourly rates for work performed by our professionals vary by individual and reflect the complexity of the engagement. Disclosure of Conflicts of Interest with Various Forms of Compensation The Municipal Securities Rulemaking Board (MSRB) requires us, as your municipal advisor, to provide written disclosure to you about the actual or potential conflicts of interest presented by various forms of compensation. Exhibit C sets forth the potential conflicts of interest associated with various forms of compensation. By signing this letter of engagement, the signee acknowledges that he/she has received Exhibit C and that he/she has been given the opportunity to raise questions and discuss the matters contained within the exhibit with the municipal advisor. Billing Procedures Normally, you will receive a monthly statement showing fees and costs incurred in the prior month. Occasionally, we may bill on a less frequent basis if the time involved in the prior month was minimal or if arrangements are made for the payment of fees from bond proceeds. 'file account balance is due and payable on receipt of the statement. Once our representation has been concluded or terminated, a final billing will be sent to you. If requested to provide an estimate of our fees for a given matter, we will endeavor in good faith to provide our best estimate, but unless there is a mutual agreement to a fixed fee, the actual fees incurred on any project may be less than or exceed the estimate. Any questions or errors in any fee statement should be brought to our attention in writing within sixty (60) days of the billing date. Termination Both the Client and the Firm have the right to terminate the engagement at any time after reasonable advance written notice. Oil termination, all fees and charges incurred prior to termination shall be paid promptly. Unless otherwise agreed to by the Client and the Firm, the scope of services provided in Exhibit A will terminate 60 days after completion of the services in each Article.