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Crowe LLP Independent Member Crowe Global 135 Pennsylvania Street,Suite 200 Indianapolis,IN 46204-2407 Tel 317-632-1100 Fax317-635-6127 www.crowe.com February 14, 2020 Ben Dougherty City of South Bend 227 W Jefferson Blvd Ste 1200N South Bend, Indiana 46601-1830 Dear Mr.Dougherty: This letter agreement confirms the arrangements for Crowe LLP(“Crowe” or "we" or "us") to provide consulting services, as more fully set forth herein (the “Services”), and the deliverables set forth herein (the “Deliverables”) in connection with Arbitrage Rebate Analysis for the City of South Bend(“Client” or "you" or "your") from information provided by Client or information provided to Crowe on Client’s behalf. The attached Crowe Engagement Terms, and any attachments or addendums thereto, are an integral part of this letter agreement and are incorporated herein (collectively, the “Agreement”). SCOPE OF CROWE SERVICES Crowe will provide Services to Client which are outlined in Attachment A. The Services will be performed in accordance with the Standards for Consulting Services established by the American Institute of Certified Public Accountants. The extent and sufficiency of the Services and procedures to be performed will be determined with Client and are solely the responsibility of Client. Because these Services will not constitute an audit, review, or examination in accordance with standards established by the American Institute of Certified Public Accountants, Crowe will not express an opinion on any deliverables. Crowe has no obligation to perform any Services beyond those listed in Attachment A. If Crowe performs additional services beyond those listed, other matters might come to Crowe’s attention that would be reported to Client. Crowe makes no representations as to the adequacy of the Services or any Deliverables for Client’s purposes. Crowe will prepare a report (“Deliverables”) reflecting findings of the Services outlined in Attachment A for use by Client. Crowe Services, any Deliverables, and any other work product are intended for the benefit and use of Client only. There are no intended third-party beneficiaries to this Agreement. This engagement will not be planned or conducted in contemplation of reliance by any other party or with respect to any specific transaction and is not intended to benefit or influence any other party. Therefore, items of possible interest to a third party may not be specifically addressed or matters may exist that could be assessed differently by a third party. The working papers for this engagement are the property of Crowe and constitute confidential information. This engagement cannot be relied upon to disclose errors, fraud, or illegal acts that may exist, and Crowe will not address legal or regulatory matters or abuses of management discretion, which are matters that should be discussed by Client with Client’s legal counsel. Client is responsible for the accuracy and completeness of the information provided to Crowe for purposes of this engagement and for timely updating such information. Client agrees Crowe may rely on the information provided to Crowe without investigation or other attempts to verify its accuracy or completeness. Client has determined that Crowe’s provision of Services shall not violate any statute or regulation. Client agrees to be responsible to: make all management decisions and perform all management functions. Client will designate a management representative who possesses suitable skill, knowledge, and/or