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''' Crowe Horwatha
<br />Crowe Horwath LLP
<br />Indepondmi, MeffiharCrowa Homan International
<br />10 West Market Street, Suite 2000
<br />Indianapolis, Indiana 46204-2975
<br />Tet 317,632 1100
<br />Fax 317.635.6127
<br />wwwcrowehumsth,corn
<br />This Master Services Agreement effective July 1, 201 ("Effective Date"), is between the City
<br />of South Rend, Indiana ("Client"), and Crowe Horwath I .L..P, an Indiana limited liability partnership
<br />with offices at 10 West Market Street, Suite 2000, Indianapolis„ Indiana 4620 ("Crowe"),
<br />WHEREAS, Client desires to retain Crowe to provide certain Services (defined herein) in
<br />accordance with the terms and conditions of this Agreement; and
<br />WHEREAS, Crowe desires to perform such Services in accordance with the terms and
<br />conditions of this Agreement;
<br />THEREFORE, in consideration of the foregoing premises and the mutual promises and
<br />agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency
<br />of which the parties acknowledge, the parties to this Agreement mutually agree as set: forth below.
<br />I efnitiol°ts,
<br />a, "Agreement" means this agreement, each Statement of Work, and all documents
<br />incorporated herein by reference.
<br />b. "inventions" means discoveries, concepts, and ideas, whether patentable or not,
<br />including, but not limited to, apparatus, processes, methods, compositions of matter,
<br />techniques, and formulae, as well as improvements thereto or know-how related thereto
<br />which are made, conceived, created, or acquired by Crowe or its officers, employees, agents,
<br />and sub -contractors in the course of performing Services pursuant to an Statement of Work,
<br />"Inventions" does not include any discovery, concept, or idea conceived, created, or acquired
<br />by Crowe or its officers, employees, agents and sub -contractors prior to the date of an SOW,
<br />nor does it include any modifications, changes, enhancements, conversions, upgrades or
<br />additions thereto, unless such discovery, concept, or idea was conceived, created or acquired
<br />in the course of performing Services pursuant to a prior Statement of Work under this
<br />Agreement.
<br />c. "Services" means various professional consulting services, including without
<br />limitation, services for accounting assistance, budgetary assistance, municipal advisory, utility
<br />consulting, redevelopment consulting, and general business consulting services, to be
<br />performed by Crowe as set out in any Statement of Work.
<br />d. 'Statement of Work" or "SOW' means a detailed statement of Services, similar in
<br />form to L titbit , to be performed by Crowe and will be attached hereto and made a part
<br />hereof, setting forth the following: a senior representative from Client's management
<br />responsible for determining the scope of the Services to be performed and responsible for
<br />reviewing, supervising, and approving Crowe's performance of Services ("Management
<br />Representative"); specific Services to be performed by Crowe; a schedule for completion of
<br />the Services', the fees and expenses to be paid by Client (e.g., hourly rate or fixed fee); and a
<br />list of the specific deliverables (including without limitation any written reports), if any, to be
<br />developed by Crowe and delivered to Client ("Deliverables"). Either party may elect not to
<br />accept an SOW, Any process for testing or acceptance of Deliverables will be set forth in the
<br />applicable SOW. The format set forth in Exhibit A can be modified by the parties to fit the
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