PSA - Crowe Horwath LLP - Eddy St. Phase II

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STATEMENT OF WORK to that certain Master Services Agreement dated as of July 1, 2016 Between the City of South Bend, Indiana ("City" or "Client") and Crowe Horwath LLP ("Crowe") Taxable Economic Development Revenue Bonds, Series 2017 (Continued) Assumptions/Client Responsibilities Client will provide financial data as requested by a data request. Ill. Management Representative James Mueller,.Executive Director NamelTitle IV. Fees and Expenses The total fee for this project is a fixed fee of $50,000 plus out-of-pocket expenses. Services requested which are outside the scope of services listed herein will be described and quoted separately. Should there be any problems or unforeseen circumstances, we will notify the City's management and come to a mutual understanding of whether any additional fees will be involved before continuing. Crowe will be acting in an individual capacity while performing services for the City and will not, unless otherwise indicated, be acting as agents, employees, partners, joint ventures or associates of the City. Out-of-pocket expenses paid by Crowe are billed to the client at cost. These expenses generally include, but are not limited to, communication, printing (including printing of the Official Statement), binding, electronic marketing, electronic bidding expense, evaluation software and travel expenses incurred on behalf of the City. Should the project terminate prior to the issuance of the Bonds, we will invoice the City for the time and out-of-pocket expenses through the date of project termination. Otherwise, our fees can be paid from Bond proceeds at closing. Invoices that are not paid within 30 days of receipt are subject to a monthly interest charge of one percent (1.0%) per month or the highest interest rate allowed by law, whichever is less, which we may elect to waive at our sole discretion, plus costs of collection including reasonable attorneys' fees. V. Crowe Horwath Subcontractors to be used to complete Services Crowe Horwath LLP will not be using any subcontractors. VI. Disclosure of Conflicts of Interest and Other Information Pursuant to MSRB Rule G-42, if any known material conflicts of interest based on the exercise of reasonable diligence by Crowe are determined, Crowe will provide a written statement to the City to that effect. As of the date of this SOW, Crowe is not aware of any material conflicts of interest. The firm is "nationally recognized" in matters relating to tax-exempt bond issues and has experience in advising governmental issuers on the financial aspects involved with the issuance of tax-exempt bonds. The firm is registered with the Municipal Securities Rulemaking Board and the Securities and Exchange Commission (SEC) as a Municipal Advisor. 2of3