Letter of Engagement - HJ Umbaugh & Assoc. - Bond Services

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H. J. Umbaugh & Associates certified Public Accountants, LLP 112 IronWorks Avenue Suite C Mishawaka, IN 46544 Phone:574-935-5178 Fax: 574-935-5928 February 28, 2019 www.umbaugh.com (REVISED) Mr. Daniel Parker, Controller City of South Bend 227 W. Jefferson Blvd., Suite 1200 N. South Bend, 1N 46601 Re: Continuing Disclosure Services Dear Mr. Parker: As you are aware, Umbaugh (the "Firm") currently serves as the City of South Bend's (the "Client") dissemination agent, handling required filings (the "Services") on the Municipal Securities Regulatory Board's (MSRB) Electronic Municipal Market Access (EMMA) system for outstanding bonds (the "Bonds") which are subject to the continuing disclosure requirements under agreements that were executed at the time the Bonds were issued. Periodically, the Firm updates the engagement letters for its continuing disclosure clients. For 2019, with 2018 annual reporting period (filings due June 29, 2019), the Firm is updating these letters, and the new engagement letter is attached. Umbaugh will provide the same services as it previously has provided to the Client. " Additionally, unless the Client provides written notification to the Firm that the Client will not require the Services within 30 days of receipt of this letter, the Firm will commence the work to provide the Services for the current reporting period. Please note that on January 10, 2019, Umbaugh announced its intention to combine with Baker Tilly Virchow Krause, LLP, (Chicago, Illinois), a financial services and accounting firm and Springsted Incorporated, (Saint Paul, Minnesota), a municipal and management advisory firm. It is expected that the combination will become effective in the first quarter of 2019. The combined unit will operate under the name Baker Tilly Municipal Advisors, LLC. Effective February 27, 2019, new material event requirements will be in effect for any bonds issued which are subject to SEC Rule 15c2-12. While these new requirements will not affect bonds issued prior to that date, the Firm anticipates much more interaction with the Client moving forward. If you have plans to issue bonds after this date, please make sure that you have a designated compliance officer to work with the Firm. In addition, let us know if we may provide you with assistance in developing a post issuance policy to address these new requirements. Thank you for your prompt attention to this matter and for allowing Umbaugh to be of service to you. If you have any questions, please let us know. Very truly yours, H.J. 1Jt & Associates Certi led P'ublm Account s, l , � By: _wwW ' dd A. Samuelson, Partner