4.5 SR 03-04-2024 - Laserfiche WebLink

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SCOPE APPENDIX to Engagement Letter dated: February 14, 2024 Between the City of Elk River, Minnesotaand Baker Tilly US, LLP 5.Assist the Client in the analysis of advisability of securing a credit rating, and the selection of a credit rating firm or firms for the Debt Obligation and further assist in the development and presentation of information to obtain a credit rating or credit ratings for the Debt Obligation. 6.Assist the Client in the analysis of utilizing credit enhancement and provide assistance in seeking such credit enhancement if such credit enhancements would be advantageous to the Client. 7.Assist Client in coordinating the financing activities between various parties to any Transaction as needed. 8.Assist Client in identifying other professional services that may be necessary for the issuance or post-issuance requirements of the Debt Obligation. 9.Assist the Client in connection with the preparation, composition, review and distribution of an offering document (e.g. Preliminary and Final Official Statement, Offering Circular, Term Sheet, or Private Placement Memorandum, as applicable) of the type and nature generally prepared in connection with the sale of municipal securities, which will disclose technical data, information and schedules relating to the Client, the project and the Debt Obligation. 10.Provide relevant information for and assist with the review of other primary financing documents, including but not limited to the relevant governing body issuance resolutions/ordinances, bond purchase agreement, closing documents, and official notice of sale. 11.Communicate with potential underwriters or investors, as appropriate to any Transaction, to ensure that each is furnished with information the Client has deemed to be material in order to render an independent, informed purchase or investment decision concerning the Client’s proposed financing. 12.Facilitate the sale of Debt Obligations through receipt and analysis of bids in a competitive sale or analysis of pricing and terms offered by an underwriter or purchaser in a negotiated or private placement sale. 13.Coordinate with the proper parties to ensure the efficient delivery of the Debt Obligations to the applicable purchaser and receipt of proceeds. C.Arbitrage Monitoring Services BTMA shall, based on information supplied by Client, make arbitrage calculations (to include for purposes of this document, rebate and yield reduction calculations) required by Section148 of the Internal Revenue Service (IRS) Code and related U.S. Treasury regulations with respect to specified Debt Obligations for the reporting period designated for any such Debt Obligation. Annually, BTMA will provide the Client with a listing of the specified Debt Obligations and the reporting period designated for any such Debt Obligation (an Authorization Listing) to confirm the scope of the ongoing arbitrage monitoring services. Exhibit A reflects the Authorization Listing as of the date of this Scope Appendix. In carrying out its duties, BTMA shall periodically, for each specified Debt Obligation: 1.Determine the arbitrage yield limit on the applicable Debt Obligation; 2.Determine the amount of any arbitrage payment due the IRS while taking into consideration applicable exceptions; 3.Notify Client and/or its designee of any liability amount; 4.Prepare for submission by Client the form(s) with which to submit any payment amount due to the IRS at the appropriate intervals throughout the term of the engagement relative to each specified Debt Obligation. Page SA-9| 18 (Scopev20230309)