Statement of Work - Crowe Horwath LLP

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STATEMENT OF WORK to that certain Master Services Agreement dated as of July 1, 2016 Between City of South Bend, Indiana ("City") and Crowe Horwath LLP ("Crowe") Tax Increment Finance (TIF) Analysis (Continued) Should there be any problems or unforeseen circumstances, we will notify the City and come to a mutual understanding of whether any additional fees will be involved before continuing. V. Crowe Horwath Subcontractors to be used to complete Services Crowe Horwath LLP will not be using any subcontractors. VI. Data Protection If Crowe holds or uses Client information that can be linked to specific individuals who are Client's customers ("Personal Data"), Crowe will treat it as confidential as described above and comply with applicable US State and Federal law and professional regulations in the disclosing or using such information to carry out the Services. Crowe has implemented and will maintain physical, electronic, and procedural safeguards reasonably designed to (i) protect the security, confidentiality, and integrity of the Personal Data, (ii) prevent unauthorized access to or use of the Personal Data, and (iii) provide proper disposal of the Personal Data (collectively, the "Safeguards"). Client warrants that it has the authority to provide the Personal Data to Crowe in connection with the Services and that Client has processed the Personal Data provided to Crowe in accordance with applicable law. To provide the Services, Client may also need to provide Crowe with access to Personal Data consisting of protected health information, financial account numbers, Social Security or other government -issued identification numbers, or other data that, if disclosed without authorization, would trigger notification requirements under applicable law ("Restricted Personal Data"). In the event Client provides Crowe access to Restricted Personal Data, Client will consult with Crowe on appropriate measures (consistent with professional standards applicable to Crowe) to protect the Restricted Personal Data, such as: deleting or masking unnecessary information before making it available to Crowe, encrypting it when transferring it to Crowe, or providing it to Crowe only during on -site review on Client's site. Client will provide Crowe with Restricted Personal Data only in accordance with mutually agreed protective measures. Otherwise, Client and Crowe agree each may use unencrypted electronic media to correspond or transmit information and such use will not in itself constitute a breach of any confidentiality obligations under this Agreement. VII. Disclosure of Conflicts of Interest and Other Information No known material conflicts of interest based on the exercise of reasonable diligence by Crowe have been determined. As a Municipal Advisor, Crowe is required to file a Form MA pertaining to Crowe and Form MA-1 for each employee engaged in Municipal Advisory activities. These forms include information about any criminal actions, regulatory actions, investigations, terminations, judgments, liens, civil judicial actions, customer complaints, arbitrations and civil litigation. Such information can be viewed on the U.S Securities and Exchange Commission EDGAR Company Filings. Crowe Horwath LLP CIK#: 0001620621 filings can be viewed at: Page 2 of 3