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City of South Bend 6 February 14, 2020
<br />Crowe Engagement Terms
<br />Crowe wants Client to understand the terms under which Crowe provides its services to Client and the
<br />basis under which Crowe determines its fees. These terms are part of the Agreement and apply to all
<br />services described in the Agreement as well as all other services provided to Client (collectively, the
<br />“Services”), unless and until a separate written agreement is executed by the parties for separate services.
<br />Any advice provided by Crowe is not intended to be, and is not, investment advice.
<br />CLIENT’S ASSISTANCE – For Crowe to provide Services effectively and efficiently, Client agrees to
<br />provide Crowe timely with information requested and to make available to Crowe any personnel, systems,
<br />premises, records, or other information as reasonably requested by Crowe to perform the Services. Access
<br />to such personnel and information are key elements for Crowe’s successful completion of Services and
<br />determination of fees. If for any reason this does not occur, a revised fee to reflect additional time or
<br />resources required by Crowe will be mutually agreed. Client agrees Crowe will have no responsibility for
<br />any delays related to a delay in providing such information to Crowe. Such information will be accurate and
<br />complete, and Client will inform Crowe of all significant tax, accounting and financial reporting matters of
<br />which Client is aware.
<br />PROFESSIONAL STANDARDS – As a regulated professional services firm, Crowe must follow
<br />professional standards when applicable, including the Code of Professional Conduct of the American
<br />Institute of Certified Public Accountants (“AICPA”) and, to the extent applicable, the Public Company
<br />Accounting Oversight Board (PCAOB). Thus, if circumstances arise that, in Crowe’s professional judgment,
<br />prevent it from completing the engagement, Crowe retains the right to take any course of action permitted
<br />by professional standards, including declining to express an opinion or issue other work product or
<br />terminating the engagement.
<br />REPORTS – Any information, advice, recommendations or other content of any memoranda, reports,
<br />deliverables, work product, presentations, or other communications Crowe provides under this Agreement
<br />(“Reports”), other than Client’s original information, are for Client’s internal use only, consistent with the
<br />purpose of the Services. Client will not rely on any draft Report. Unless required by an audit or other
<br />attestation professional standard, Crowe will not be required to update any final Report for circumstances
<br />of which we become aware or events occurring after delivery.
<br />CONFIDENTIALITY – Except as otherwise permitted by this Agreement or as agreed in writing, neither
<br />Crowe nor Client may disclose to third parties any information provided by or on behalf of the other that is
<br />expressly designated as confidential and/or proprietary. Client use of any Crowe work product will be limited
<br />to its stated purpose and to Client business use only. However, Client and Crowe each agree that either
<br />party may disclose such information to the extent that it: (i) is or becomes public other than through a breach
<br />of this Agreement, (ii) is subsequently received by the recipient from a third party who, to the recipient's
<br />knowledge, owes no obligation of confidentiality to the disclosing party with respect to that information, (iii)
<br />was known to the recipient at the time of disclosure or is thereafter created independently, (iv) is disclosed
<br />as necessary to enforce the recipient's rights under this Agreement, or (v) must be disclosed under
<br />applicable law, regulations, legal process or professional standards.
<br />THIRD PARTY PROVIDER – Crowe may use a third-party provider in providing Services to Client, if Client
<br />agrees to and authorizes such use in writing and in advance of Crowe hiring any third-party provider. Use
<br />of a third-party provider may require Crowe to share Client confidential information with the provider. If
<br />Crowe uses a third-party provider, Crowe will enter into a confidentiality agreement with the provider to
<br />require the provider to protect the confidentiality of Client’s confidential information, and Crowe will be
<br />responsible to Client for maintaining its confidentiality. The limitations on Client’s remedies, vis-à-vis Crowe,
<br />in this Agreement will also apply to any subcontractors.
<br />DATA PROTECTION – If Crowe holds or uses Client information that can be linked to specific individuals
<br />who are Client’s customers ("Personal Data"),Crowe will treat it as confidential and comply with applicable
<br />US state and federal law and professional regulations (including, for financial institution clients, the
<br />objectives of the Interagency Guidelines Establishing Information Security Standards) in disclosing or using
<br />such information to carry out the Services. The parties acknowledge and understand that while Crowe is a
<br />service provider as defined by the California Consumer Privacy Act of 2018 and processes Client
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