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i l FaegreBD.com FAEGRE RWER USA UK CHINA DWEL.S Richard L,Hill Faegre Baker Daniels LLP Partner 202 South Michigan Street.Suite 1400 richard,hill @FaegreBD,com South Bend.Indiana 46601-2020 Direct+1574 239 1937 Phone+1574 234 4149 Fax+1574 239 1900 December 4, 2014 < VIA ELECTRONIC MAIL: SFORDASOUTHBENDIN.GOV Scott Ford City of South Bend 227 West Jefferson Boulevard, Suite 1400 S t South Bend, IN 46601 Re: Engagement Letter to Serve as Bond Counsel for Proposed TIF Infrastructure Bond Dear Scott: We appreciate the opportunity to represent the South Bend Redevelopment Authority (the "Authority") as bond counsel in connection with the proposed issuance of its lease rental revenue bonds (the 'Bonds") for the proposed infrastructure project (the "Project"). By this letter, we confirm various matters concerning our engagement. 1. As you requested, we will serve as bond counsel in connection with the issuance of the Bonds and such other matters as we may accept at your request from time to time. As part of our responsibilities as bond counsel, we will take all steps necessary to prepare or assist in the preparation of the required legal documents related to the issuance of the Bonds, including the lease with the Redevelopment Commission and the necessary approvals thereof, review certified proceedings of the Commission and the Authority, and prepare all closing documents, certificates and instruments, including our legal opinion with regard to the authorization and validity of the Bonds and the exclusion or exemption of interest on the Bonds from gross income for purposes of federal and Indiana taxation, We also will perform such additional tasks as we deem necessary in order to render our opinion as bond counsel. Our standard activities as bond counsel generally do not include any post-closing compliance under federal tax laws or under federal securities laws regarding continuing disclosure. 2. From time to time, in the exercise of our professional judgment, we may conclude that it is "t desirable to share confidential information concerning your representation with professionals and other service providers outside the firm whom we have engaged to assist in representing you or with personnel of our consulting groups (some of whom may be designated as paralegals to directly assist in providing legal services to you). We will take appropriate steps to preserve the confidentiality of such information and this confirms your consent to our sharing such information. US.55314761.01