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Conflict Disclosure Applicable to Municipal Advisory Services Provided by BTMA <br />Legal or Disciplinary Disclosure. BTMA is required to disclose to the SEC information regarding criminal <br />actions, regulatory actions, investigations, terminations, judgments, liens, civil judicial actions, customer <br />complaints, arbitrations and civil litigation involving BTMA. Pursuant to MSRB Rule G-42, BTMA is <br />required to disclose any legal or disciplinary event that is material to the Client’s evaluation of BTMA or <br />the integrity of its management or advisory personnel. <br /> <br />There are no criminal actions, regulatory actions, investigations, terminations, judgments, liens, civil <br />judicial actions, customer complaints, arbitrations or civil litigation involving BTMA. Copies of BTMA filings <br />with the SEC can currently be found by accessing the SEC’s EDGAR system Company Search Page <br />and <br />which is currently available at https://www.sec.gov/edgar/searchedgar/companysearch.html <br />searching for either Baker Tilly Municipal Advisors, LLC or for our CIK number which is 0001616995. The <br />MSRB has made available on its website (www.msrb.org) a municipal advisory client brochure that <br />describes the protections that may be provided by MSRB rules and how to file a complaint with the <br />appropriate regulatory authority. <br /> <br />Contingent Fee. The fees to be paid by the Client to BTMA are or may be based on the size of the <br />transaction and partially contingent on the successful closing of the transaction. Although this form of <br />compensation may be customary in the municipal securities market, it presents a conflict because BTMA <br />may have an incentive to recommend unnecessary financings, larger financings or financings that are <br />disadvantageous to the Client. For example, when facts or circumstances arise that could cause a <br />financing or other transaction to be delayed or fail to close, BTMA may have an incentive to discourage a <br />full consideration of such facts and circumstances, or to discourage consideration of alternatives that may <br />result in the cancellation of the financing or other transaction. <br /> <br />Hourly Fee Arrangements. Under an hourly fee form of compensation, BTMA will be paid an amount equal <br />to the number of hours worked multiplied by an agreed upon billing rate. This form of compensation <br />presents a potential conflict of interest if BTMA and the Client do not agree on a maximum fee under the <br />applicable Appendix to this Engagement Letter because BTMA will not have a financial incentive to <br />recommend alternatives that would result in fewer hours worked. In addition, hourly fees are typically <br />payable by the Client whether or not the financing transaction closes. <br /> <br />Fixed Fee Arrangements. The fees to be paid by the Client to BTMA may be in a fixed amount established <br />at the outset of the service. The amount is usually based upon an analysis by the Client and BTMA of, <br />among other things, the expected duration and complexity of the transaction and the work documented <br />in the Scope Appendix to be performed by Baker Tilly. This form of compensation presents a potential <br />conflict of interest because, if the transaction requires more work than originally contemplated, Baker Tilly <br />may suffer a loss. Thus, Baker Tilly may recommend less time-consuming alternatives, or fail to do a <br />thorough analysis of alternatives. <br /> <br />BTMA manages and mitigates conflicts related to fees and/or other services provided primarily through <br />clarity in the fee to be charged and scope of work to be undertaken and by adherence to MSRB Rules including, <br />but not limited to, the fiduciary duty which it owes to the Client requiring BTMA to put the interests of the <br />Client ahead of its own and BTMA’s duty to deal fairly with all persons in its municipal advisory activities. <br /> <br />To the extent any additional material conflicts of interest have been identified specific to a scope of work the <br />conflict will be identified in the respective Scope Appendix. Material conflicts of interest that arise after the date of <br />a Scope Appendix will be provide to the Client in writing at that time. <br />City of Elk River, Minnesota Engagement Letter, dated January 24, 2024 (Attachment A) Page 7 | 18 <br />(MSAAppAV20200825) <br /> <br />