Disclosure by Underwriter- Crews & Assoc

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rCrewsAssociates May 5, 2023 A First Security Company Honorable Rick Elumbaugh Mayor City of Batesville, Arkansas 500 E. Main Street Batesville, AR 72501 Re: Disclosures by Underwriter -Updated Pursuant to MSRB Rules G-17 & G-23 City of Batesville, Arkansas Possible Sales and Use Tax Refunding and Improvement Bonds (Updated) Series2023 Dear Mayor Elumbaugh: The Securities and Exchange Commission ("SEC") and the Municipal Securities Rulemaking Board ("MSRB") enacted regulations on the financial industry in July 2014. Under these and existing regulations, Crews & Associates Inc. ("Crews") is prevented from providing its clients certain information related to a municipal debt financing without first providing required disclosures and having acknowledgement of a preliminary engagement letter. As such, Crews provides the City of Batesville, Arkansas ("Issuer/Obligated Party") this preliminary engagement letter and proposes to serve as underwriter in connection to the issuance of the above captioned debt ("Debt"). If engaged as underwriter by acknowledgement of this letter, Crews may provide advice concerning the structure, timing, terms, and other similar matters regarding the issuance of the Debt. This preliminary engagement letter is subiect to: formal approval by the appropriate boards and authorities; the finalized structure of the Debt; and the execution of a mutually agreed upon purchase agreement This engagement letter is Preliminary in nature, nonbinding, and may be terminated by the Issuer/Obligated Party or Crews at any time prior to the Debt being issued without any fees being owed by the Issuer/Obligated Party. The MSRB further requires Crews to provide you with certain disclosures, particularly in distinguishing our proposed role as underwriter in connection with the Debt, and therefore, not a financial advisor or municipal advisor. The primary role of an underwriter, as distinguished from a financial advisor or municipal advisor, is to purchase, or arrange for the placement of securities in an arm's-length commercial transaction with an Issuer/Obligated Party. I. Disclosures Concerning the Underwriter's Role: (i) MSRB Rule G-17 requires an underwriter to deal fairly at all times with both municipal issuers and investors. (ii) the underwriter's primary role is to purchase the Debt with a view to distribution in an arm's-length commercial transaction with the Issuer/Obligated Party. Underwriters have financial and other interests that differ from those of the Issuer/Obligated Party. (iii) unlike a municipal advisor, the underwriter does not have a fiduciary duty to the Issuer/Obligated Party under the federal securities laws and are, therefore, not required by federal law to act in the best interests of the Issuer/Obligated Party to the exclusion of their own financial or other interests. (iv) the issuer may choose to engage the services of a municipal advisor with a fiduciary obligation to represent the issuer's interests in the transaction.