Statement of Work - Crowe Horwath LLP - Assistance with Issuing Bonds for Fire Station No 9

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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") V. Crowe Horwath Subcontractors to be used to complete Services Crowe Horwath LLP will not be using any subcontractors. VL 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 Statement of Work (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. 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: htti,)://www.sec.goly/c:gi-bin/brow,,;e- ludeftount=40 Crowe's latest MA -A was accepted on April 20, 2017. The MSRB is the principal regulator in the municipal securities market and develops rules for financial professionals designed to ensure a fair and efficient market by preventing fraud and other unfair practices, establishing professional qualifications, supporting market transparency, and applying uniform practices to the industry. The MSRB offers a brochure that describes the protections available under MSRB rules and how to file a complaint with an appropriate regulatory authority. This brochure is located on the MSRB website at www.msrb.org. This Statement of Work will commence on the date of signing by the City. Crowe will serve in the capacity of municipal advisor to the Client until such time that the Client or Crowe notifies the other party of the, dissolution of the relationship. From time -to -time, businesses decide that an agreement does not continue to meet their needs. Accordingly, we mutually agree that either party can terminate this engagement upon delivery of written notice thirty (30) days prior to the date of the desired termination. 3 of 4