PSA - Bond Arbitrage Services - Crowe LLP

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City of South Bend 2 February 14, 2020 experience, to oversee the Services; evaluate the adequacy and results of the Services performed and any Deliverables; accept responsibility for the results of the Services; and establish and maintain internal controls, including monitoring ongoing activities. The management representative shall be knowledgeable in all laws, regulations, and industry practices applicable to the Services, any Deliverables, and any other work product. Client will be responsible to determine and approve the risk, scope, and frequency of Services to be performed, and the management representative shall coordinate, review, and approve Crowe’s performance of Services. Client will be responsible for communicating Crowe’s findings within Client’s organization, and Client shall be responsible for determining when, whether, and how any recommendations or Deliverables from Crowe are to be implemented. Client shall also ensure that it has all rights and authority necessary to permit Crowe to access or use any systems or third-party products during performance of Services. For any third-party software applications, or related hardware, used by Client and to which Crowe must have access for purposes of providing the Services, Client represents that it has obtained any necessary licenses for Crowe to perform the Services. ACCEPTANCE OF FORMAL DELIVERABLES Any issues with a Deliverable after a Deliverable is accepted shall be treated as a change in scope of the engagement. DEFINITION OF ENGAGEMENT COMPLETION This engagement shall be concluded upon acceptance of the Deliverables or when terminated in writing by one of the parties. FEES Fees and expenses are outlined in Attachment A. We will invoice you for our Services on a monthly basis as Services as rendered and for out-of-pocket expenses as they are incurred. Additionally, we understand that management may have questions throughout the engagement. Our fee structure is designed to ensure that our clients are not reluctant to call us when questions arise. Routine telephone calls for advice/questions are considered part of the basic Services and do not involve additional fees. However, should questions be posed that require significant research, we will discuss with the Client the approach in completing such research and the potential fee that may be necessary and obtain management approval before conducting any research. These additional costs will be billed at least quarterly, if incurred. Our invoices are due and payable upon receipt. If any amounts invoiced remain unpaid 30 days after the invoice date, you agree that Crowe may, in its sole discretion, cease work until all such amounts are paid or terminate this engagement. The fee payment arrangements are designed for clarity and efficiency and may not correspond to the amount of time and cost we incur on your behalf during a particular calendar period for a variety of reasons. The professional fees and expenses that are actually incurred may exceed the billing amounts we invoice to you early in the process. You agree that in the event, regardless of the cause, the arrangement under this letter is terminated, you will pay us any professional fees and expenses incurred in excess of billings received, in addition to any termination payment this letter might require. Similarly, in the event of early termination, if your payments have exceeded our fees and expenses, we will return the excess payments to you. The above fees are based on the Services to be provided under this Agreement. Fees and expenses for any additional projects or services will be agreed to and billed separately. The fees outlined above are based on certain assumptions. Those assumptions may be incorrect due to incomplete or inaccurate information provided, or circumstances may arise under which we must perform