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Members of the South Bend <br /> Redevelopment Commission <br /> Re: Accounting Services Agreement for TIF Area Amendments <br /> September 11,2014 <br /> Page 3 <br /> Municipal Advisor Registration <br /> The Firm is a Municipal Advisor registered with the Securities and Exchange Commission and <br /> the Municipal Securities Rulemaking Board. As such, the Firm is providing certain specific municipal <br /> advisory services to the Client. The Firm is neither a placement agent to the Client nor a broker/dealer. <br /> The offer and sale of any Bonds shall be made by the Client, in the sole discretion of the Client, <br /> and under its control and supervision. The Client agrees that the Firm does not undertake to sell or <br /> attempt to sell the Bonds,and will take no part in the sale thereof. <br /> Other Financial Industry Activities and Affiliations <br /> Umbaugh Cash Advisory Services, LLC ("UCAS") is a wholly-owned subsidiary of the Firm. <br /> UCAS is registered as an investment adviser with the Securities and Exchange Commission under the <br /> federal Investment Advisers Act. UCAS provides non-discretionary investment advice with the purpose <br /> of helping clients create and maintain a disciplined approach to investing their funds prudently and <br /> effectively. UCAS may provide advisory services to the clients of the Firm. <br /> UCAS has no other activities or arrangements that are material to its advisory business or its <br /> clients with a related person who is a broker-dealer, investment company, other investment adviser or <br /> financial planner,bank,law firm or other financial entity. <br /> If the foregoing accurately represents the basis upon which we may provide Services to the Client,we ask <br /> that you execute this letter, in the space provided below setting forth your agreement. Execution of this <br /> letter can be performed in counterparts each of which will be deemed an original and all of which together <br /> will constitute the same document. <br /> If you have any questions,please let us know. <br /> Very truly yours, <br /> H.J.Umbaugh&Associates <br /> Certified Public Accountants, P <br /> By: <br /> Todd A. Samuelson,Partner <br /> The undersigned hereby acknowledges and agrees to the foregoing letter of engagement. <br /> South Bend Redevelopment Commission <br /> City of South Bend,Indiana <br /> Date: By: <br />