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SCOPE APPENDIX to
<br />Engagement Letter dated: February 14, 2024
<br />Between the City of Elk River, Minnesotaand
<br />Baker Tilly US, LLP
<br />COMPENSATION AND INVOICING
<br />A.Compensationfor services relatingto debt obligations
<br />1.FeesforServices
<br />a)Generalobligationdebt:
<br />Additional
<br />Par AmountBase FeePurposes FeeTotal ParTotal Fee
<br />Tier 1 -to 2,999,999.99$ 18,000$ 5,000 Total Par of all purposesBase Fee + $5,000 for each addt'l purpose
<br />Tier 2 3,000,000.00to 4,999,999.99$ 25,000$ 5,000 Total Par of all purposesBase Fee + $5,000 for each addt'l purpose
<br />Tier 3 5,000,000.00to 9,999,999.99$ 30,000$ 7,500 Total Par of all purposesBase Fee + $7,500 for each addt'l purpose
<br />Tier 410,000,000.00to24,999,999.99$ 45,000$ 7,500 Total Par of all purposesBase Fee + $7,500 for each addt'l purpose
<br />Tier 525,000,000.00to49,999,999.99$ 65,000$ 10,000 Total Par of all purposesBase Fee + $10,000 for each addt'l purpose
<br />Tier 650,000,000.00to74,999,999.99$ 75,000$ 10,000 Total Par of all purposesBase Fee + $10,000 for each addt'l purpose
<br />Tier 775,000,000.00to99,999,999.99$ 100,000$ 10,000 Total Par of all purposesBase Fee + $10,000 for each addt'l purpose
<br />b)The foregoing schedule shall apply to the total Par amount as indicated in the Preliminary
<br />Official Statement or Terms of Offering.
<br />c)TheforegoingscheduleshallincludeBTMA'sservicesthroughclosingof a DebtObligation. If
<br />BTMA performs post-closing services relative to a Debt Obligation, it shall be compensated for
<br />such services at the hourly rates set out in Section B herein.
<br />d)Non ad valorem supported debtand advance refundings,shall be compensated at 1.35 times
<br />the fee set out in paragraph 1.a. above.
<br />e)Debt Obligations dependent on successful referenda, including GO sales tax revenue, shallbe
<br />compensated at 1.25 times the fee set out in paragraph 1.a. above.
<br />f)IntheeventitisnecessaryforBTMAtorepeatDebtObligationservicesbecauseofevents
<br />beyond BTMA's control, BTMA shall be compensated for such repetitive services at the hourly
<br />rates set in paragraph B herein. BTMA shall not be entitled to compensation under thissection
<br />forfailedreferendaunlessotherwiseprovidedbyagreementbetweentheClient and BTMA.
<br />g)Fee schedule and billing rates are subject to change periodically due to changing requirements
<br />and economic conditions. Baker Tilly will notify Client thirty (30) days in advance of any change
<br />to fees. If Client does not dispute such change in fees within that thirty (30) day period, Client
<br />will be deemed to have accepted such change. The fees billed will be the fees in place at the
<br />time services are provided. Actual fees will be based upon experience of the staff assigned
<br />and the complexity of the engagement.
<br />h)BTMA'sfeesshallbepayableasfollows:
<br />(1)Exceptasspecifiedelsewhereinthissection,for a DebtObligation,feesaredueupon
<br />closing of the Debt Obligation, except that if the Debt Obligation is awarded but cannot be
<br />closedbyreasonofanerror,actor omissionoftheClient,BTMAshallbepaidtheamount
<br />which it would have been due upon closing.
<br />(2)Ifanissuanceisawardedanddoesnotclosefor a reasonthatisbeyondthecontrolof the
<br />Client and without fault of the Client, then BTMA shall be compensated at one-half the
<br />amount which would have been due upon closing.
<br />(3)If a Client Debt Obligation is abandoned for any reason and BTMA is without fault for such
<br />abandonment, BTMA shall be paid a fee in the amount that would have been due if BTMA's
<br />services to the point of abandonment had been charged at the hourly rate set out in
<br />paragraph B hereinhowevernotmorethanthefeehadtheDebtObligationbeenissued. A
<br />Debt Obligation shall be deemed abandoned upon notice by the Client to BTMA of
<br />abandonmentorwhenevertheClienthastakennoactionwithrespecttotheDebtObligation
<br />for one year, whichever occurs first.Delay in the issuance of Debt Obligations resulting
<br />from failed authorization referenda shall not constitute abandonment unless otherwise
<br />provided by agreement between the Client and BTMA.
<br />(4)Feesforservicesprovidedinconnectionwith a privateplacementarenotcontingenton the
<br />successful placement of the Debt Obligation.
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