Professional Services Agreement - Crowe Horwath LLP - Advisory Services for Bond Issuance

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STATEMENT OF WORK (Continued) 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") Municipal Advisory Services for the Proposed City of South Bend Bonds of 2017 (Fire Station Project) (the "Bonds") [I. Assumptions/Client Responsibilities Client will provide financial data as requested by a data request. III. Management Representative Jennifer Hockenhull Controller Name/Title 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 of the scope of services listed herein will be described and quoted separately. Fees will be billed for the following fixed fee milestones: Milestone Fixed Fee Bond Issuance $ 47,000 Parity Report' $ 3,000 Total $ 50,000 f Crowe expects to submit a separate agreed -upon -procedures agreement for the completion of a parity report at or around the time of the Bonds closing in an amount of $3, 000. The fee for the parity report is shown above for cost of issuance planning purposes and is included in the total fixed fee amount. 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 will be 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. Crowe's fees are exclusive of taxes or similar charges, as well as customs, duties or tariffs, imposed in respect of the services, any work product or any license, all of which Client agrees to pay if applicable or if they become applicable (other than taxes imposed on Crowe's income generally), without deduction from any fees or expenses invoiced to Client by Crowe. 2of4