Agreement - Consulting for Renewable Fuel Standard Report & Compliance Assistance - Weaver and Tidwell, LLP.

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Mr. Al Greek City of South Bend Utilities December 3, 2019 Page 3 of 6 Direct expenses related to travel, reproduction services, drafting, postage and shipping, laboratory testing, and other such vendor services, supplies, or equipment will be billed at our invoice cost. Time required for domestic travel is invoiced at half of standard fee rates. Time required for international travel is invoiced at standard fee rates. Our personnel will use travel time as productively as possible to the Company's benefit. Our invoices for this engagement will be rendered each month as work progresses and are payable on presentation. Our fee is based upon the complexity of the work to be performed and the tasks required. For bills not paid within sixty (60) days of the billing date, a late charge will be added to the outstanding balance. The late charge will be assessed at .5% on the unpaid balance per month. If billings are not paid within 120 days of the invoice date, your account will be placed on hold and we will stop work until your account is brought current, or we may withdraw from any then -current engagement. It is understood that neither our fees nor the payment thereof will be contingent upon the results of our Services. The Company shall compensate us for our time (at our hourly rates) and expenses (including reasonable and necessary attorney's fees) related to responding to any request or requirement to provide assistance, give testimony, produce or review documents, or perform any other task or incur any other expense as a result of legal process (such as a subpoena, summons, court order, or administrative investigative demand) pertaining to this engagement. Engagement Term This engagement shall conclude upon the completion of the Services. The engagement may be earlier terminated by either party for any or no reason. If the engagement is terminated, our engagement will be deemed to have been completed upon written notification of termination even if we have not completed our Services, and you agree to pay us for time expended and expenses incurred through the date of termination. Demobilization Expenses In the event of early termination of the engagement by Company when we are not in breach of any of our obligations, we shall discontinue our Services and shall proceed to cancel promptly all existing orders, contracts, and subcontracts insofar as such orders, contracts, or subcontracts are chargeable to the Company under this agreement. In such event, in addition to payment for services and expenses through the date of termination, we shall be entitled to payment for our reasonable and necessary time and expenses incurred in (i) demobilizing our own personnel (ii) canceling such orders, contracts, and subcontracts. Ethical Conflict Resolution In the unlikely event that circumstances occurwhich we in oursole discretion believe could create a conflict with either the ethical standards of our firm or the ethical standards of our profession in continuing our engagement, we may suspend our Services until a satisfactory resolution can be achieved or we may resign from the engagement. We will notify you of such conflict as soon as practicable, and will discuss with you any possible means of resolving them prior to suspending our Services.