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Non-Discrimination
<br />Pursuant to I.C. §22-9-1-10, Baker Tilly and its subcontractors, if any, shall not discriminate against any
<br />employee or applicant for employment to be employed in the performance of this Engagement Letter, with
<br />respect to hire, tenure, terms, conditions or privileges of employment or any matter directly or indirectly
<br />related to employment, because of race, religion, color, sex, disability, national origin, ancestry, or veteran
<br />status. Breach of this covenant may be regarded as a material breach of this Engagement Letter.
<br />Baker Tilly certifies that, except for de minimis and non-systematic violations, it has not violated the
<br />terms of I.C. 24-4.7, I.C. 24-5-12, or I.C. 24-5-14 in the previous three hundred sixty-five (365) days,
<br />even if I.C. 24-4.7 is preempted by federal law, and that Baker Tilly will not violate the terms of I.C. 24-
<br />4.7 for the duration of the Engagement Letter, even if I.C. 24-4.7 is preempted by federal law. Baker
<br />Tilly further certifies that any affiliate or principal of Baker Tilly and any agent actingon behalf of Baker
<br />Tilly or on behalf of any affiliate or principal of Baker Tilly, except for de minimis and non-systematic
<br />violations, has not violated the terms of I.C. 24-4.7 in the previous three hundred sixty-five (365) days,
<br />even if I.C. 24-4.7 is preempted by federal law, and will not violate the terms of I.C. 24-4.7 for the
<br />duration of the Engagement Letter, even if I.C. 24-4.7 is preempted by federal law.
<br />Anti-Nepotism
<br />The Firm is aware of the provisions under I.C. 36-1-21 et seq. with respect to anti-nepotism in
<br />contractual relationships with governmental entities. The Firm is not aware of any relative (as defined
<br />in I.C. 36-1-21-3) of any elected official (as defined in I.C. 36-1-21-2) of the Client who is an owner or
<br />an employee of the Firm.
<br />In the event Baker Tillyis requested by the Client; or required by government regulation, subpoena,
<br />or other legal process to produce our engagement working papers or its personnel as witnesses with
<br />respect to its Services rendered for the Client, so long as Baker Tillyis not a party to the proceeding
<br />in which the information is sought, Client will reimburse Baker Tillyfor its professional time and
<br />expenses, as well as the fees and legal expenses incurred in responding to such a request.
<br />Neither this Engagement Letter, any claim, nor any rights or licenses granted hereunder may be
<br />assigned, delegated, or subcontracted by either party without the ‘written consent of the other party.
<br />Either party may assign and transfer this Engagement Letter to any successor that acquires all or
<br />substantially all of the business or assets of such party by way of merger, consolidation, other business
<br />reorganization, or the sale of interest or assets, provided that the party notifies the other party in writing
<br />of such assignment and the successor agrees in writing to be bound by the terms and conditions of
<br />this Engagement Letter.
<br />In the event that any provision of this Engagement Letter or statement of work contained in a Scope
<br />Appendixhereto is held by a court of competent jurisdiction to be unenforceable because it is invalid
<br />or in conflict with any law of any relevant jurisdiction, the validity of the remaining provisions shall not
<br />be affected, and the rights and obligations of the parties shall be construed and enforced as if the
<br />Engagement Letter or statement of work did not contain the particular provisions held to be
<br />unenforceable. The unenforceable provisions shall be replaced by mutually acceptable provisions
<br />which, being valid, legal and enforceable, come closest to the intention of the parties underlying the
<br />invalid or unenforceable provision. If the Services should become subject to the independence rules
<br />of the U.S. Securities and Exchange Commission with respect to Client, such that any provision of this
<br />Engagement Letterwould impair Baker Tilly’s independence under its rules, such provision(s) shall be
<br />of no effect.
<br />All non-municipal advisory services provided hereunder shall be performed in accordance with the
<br />professional standards of the Baker Tilly affiliate that performs the services and may not create a
<br />fiduciary relationship between the Baker Tilly affiliate and the Client.
<br />City of Elk River, MinnesotaEngagement Letter, dated February 14, 2024Page 4 | 18
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