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APPENDIX C OF AGREEMENT BETWEEN <br />City of Hugo, Minnesota <br />AND <br />Springsted Incorporated <br />Effective as of July 21, 2017 <br />CONFLICTS OF INTEREST <br />Continent Fee. The fees to be paid by the Client to Springsted are or may be based on the size of the transaction <br />and partially contingent on the successful closing of the transaction. Although this form of compensation may be <br />customary in the municipal securities market, it presents a conflict because Springsted may have an incentive to <br />recommend unnecessary financings or financings that are disadvantageous to the Client, For example, when facts <br />or circumstances arise that could cause the financing or other transaction to be delayed or fail to close, Springsted <br />may have an incentive to discourage a full consideration of such facts and circumstances, or to discourage <br />consideration of alternatives that may result in the cancellation of the financing or other transaction. Springsted <br />manages and mitigates this conflict primarily by adherence to the fiduciary duty which it owes to municipal entity <br />Clients which require it to put the interests of the Client ahead of its own and it's duty of fair dealing that it owes to <br />obligated person clients which require it to deal fairly with all persons, <br />Affiliated Entities and Subsidiaries. Springsted's wholly owned subsidiary, Springsted Investment Advisors <br />Incorporated ("SIA") may provide services to the Client in connection with the investment of proceeds from an <br />issuance of securities. In such instances, such services will be provided under a separate engagement, for an <br />additional fee. Notwithstanding the foregoing, Springsted may act as solicitor for and recommend the use of SIA, but <br />Client shall be under no obligation to retain SIA or to otherwise utilize SIA relative to Client's investments. The fees <br />paid with respect to investments are based in part on the size of the issuance proceeds and Springsted may have <br />incentive to recommend larger financings than would be in the Client's best interest. Springsted will manage and <br />mitigate this potential conflict of interest by this disclosure of the affiliated entity's relationship, a Solicitation <br />Disclosure Statement when Client retains SIA's services and adherence to Springsted's fiduciary duty and/or fair <br />dealing obligations to the Client. <br />Springsted's wholly owned subsidiary, Waters & Company, Incorporated ("Waters"), may provide services to the <br />Client in connection with human resources consulting, including, but not limited to, executive search and community <br />survey services. In such instances, such services will be provided under a separate engagement, for an additional <br />fee. Certain executives of the Client may have been hired after utilizing the services of Waters and may make <br />decisions about whether to engage the services of Springsted. Notwithstanding the foregoing, Springsted may <br />recommend the use of Waters, but Client shall be under no obligation to retain Waters or to otherwise utilize Waters <br />relative to the Client's activities. Springsted will manage and mitigate this potential conflict of interest by this <br />disclosure of the affiliated entity's relationship and adherence to Springsted's fiduciary duty to the Client. <br />Related Parties. One of our Municipal Advisor Representatives sits on the board of the Economic Development <br />Authority ("EDA") of the City. The EDA makes recommendations to the City Council about matters related to the <br />growth of business enterprise within the City, which may include recommendations regarding the purchasing of <br />C-1 <br />