Professional Services Agreement - Baker Tilly Municipal Advisors LLC - LTCP Financial Services

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August 29, 2019 ff MFP-Rk bakertitty MUNICIPAL AOVISORS now joined with Springsted and Umbaugh Mr. Kieran Fahey, Director Long -Term Control Plan Baker Tilly Municipal Advisors, ILLC Department of Pubic Works 112 1 ronWorks Ave, Ste C City of South Bend Mishawaka, IN 465" 227 W Jefferson Blvd, Suite 1316 United States of America South Bend, IN 46601 T: +1 (574) 935 5178 F: +1 (574) 935 5928 bakertilly.corn Re: South Bend (Indiana) Municipal Sewage Works — Proposed Municipal Advisory Services — Preliminary Rate Study, Financial Capability Analysis, and Capital Funding Plan Dear Mr. Fahey: Thank you for requesting that Baker Tilly Municipal Advisors, LLC (the "Firm") provide to the City of South Bend, Indiana (the "Client") those services more fully set forth in Exhibit A hereto (the "Services"). Fees charged for work performed are generally based an 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 Com ensation 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. . . . . . . . . . . . . . . . . . . . . . . . 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. The 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. igobg!gn Both, the Client and the Firm have the right to terminate the engagement at any time aft - reasonable advance written notice. On termination, all, fees and charges incurred prior termiination shall be paid promptly, Unless otherwise agreed to by the Client and the Firm, t scope of services provided in Exhibit A will terminate 60 days after completion of the servicesi each Article.