SEC's Municipalities Continuing Disclouser Cooperation Initiative /1
GILMOkEBELL
816-221-1000 MAIN GILMORE 8 BELL PC ST.LOUIS
816-221-1018 FAX 2405 GRAND BOULEVARD.SUITE 1100 WICHITA
GILMOREBELL.COM KANSAS CITY.MISSOURI 64108-2521 OMAHA I LINCOLN
August 24, 2014
VIA E-MAIL
rod.fran zsa l i n a.or_
Rod Franz
City of Salina
300 \V. Ash Street
Salina, Kansas 67402-1736
Re: SEC's Municipalities Continuing Disclosure Cooperation Initiative (the "SEC Initiative")
Dear Rod:
This letter is to confirm the engagement of Gilmore & Bell. P.C. by the City of Salina. Kansas
(the "City") regarding the eligibility of the City to self-report under the Securities and Exchange
Commission's ("SEC") Municipalities Continuing Disclosure Cooperation Initiative (the `Initiative")
with respect to one or more Official Statements of the City.
Scope of Engagement. In conjunction with the offering by the City of its General Obligation
Bonds, Series 2014-A, we undertook a review of the City's past continuing disclosure compliance. In
that review. Gilmore & Bell. P.C. performed or will perform the following:
1. Confirmed with the City a list of the debt obligations for which the City is responsible for making
debt service payments and that were outstanding at any time during the period beginning on July
I, 2009 through July 2014 (the "Debt Obligations").
2. Obtained from the City the SEC Rule I5c2-12 continuing disclosure undertaking or agreement
with respect to each Debt Obligation, if any(each, an "Undertaking").
3. Determined the City's periodic reporting requirements for each Undertaking, consisting of the
following:
a. Frequency of report filings(e.g, Annual, Semi-Annual, Quarterly) (each, a"Report");
b. Report filing deadline (in number of days); and
c. Information required to be included in each Report, including the financial statements
and operating data contained in the final Official Statement that is required to be updated
in connection with each Report.
4. Reviewed Reports filed on the MSRB's EMMA website (www.emma.msrb.ore) since July 1,
2009 for each Debt Obligation and identified:
a. Financial statements submitted and the date submitted: and
b. Operating data submitted and date submitted.
5. Compared Reports filed and dates submitted (Step 4) to the City's periodic reporting
requirements (Step 3) to identify deficiencies in Report filings.
6. Provided the City with a list of material events under SEC Rule 15c2-12 and inquired about the
occurrence of these events.
7. Reviewed event notices filed on the MSRB's EMMA website (www.emma.msrb.ore) since July
I. 2009 for each Debt Obligation.
8. Compared event notices filed and dates submitted (Step 7) to the list of events provided by the
City(Step 6)to identify deficiencies in event filings.
9. Provided the City with a summary of the findings from Step 5 and Step 8, which provided the
basis for disclosures relation to compliance with prior Undertakings in the Preliminary Official
Statement for the Series 2014-A Bonds.
10. Provided the City excerpts of any disclosures included in a final Official Statement related to the
City's compliance with its Undertakings.
As noted in Step 4, above, we did not review any filings available on any Nationally Recognized
Municipal Securities Information Repository prior to July 1, 2009. Accordingly, this review may not be
sufficient for the City to evaluate fully its eligibility to participate in the Initiative. As we have discussed
the relevant time-frame for compliance review for any Official Statement is the five-year period
preceding the date of the Official Statement. As you know the City has a number of Official Statements
in the 2009 — 2014 timeframe for which the five-year continuing disclosure compliance look-back would
extend well before the advent of EMMA on July 1, 2009.
The second phase of our engagement is to provide legal advice to the City regarding the City's
eligibility to self-report under the SEC Initiative, including primarily legal analysis of the materiality of
any prior disclosures in offering documents of the City relating to the City's prior continuing disclosure
compliance. Our limited engagement does not include (1) assistance in negotiating the terms of a Cease
and Desist Order with the SEC if the City determines to self-report to the SEC, or (2) representing the
City in any enforcement proceeding or inquiry by the SEC or any other regulatory authority relating to
your prior disclosures of continuing disclosure compliance. If the City determines to self-report to the
SEC, our engagement will include assistance in the preparation of the Questionnaire for Self-Reporting
Entities that municipal issuers must use to self-report, including particularly assistance in responding to
Item 5, facts that may assist the SEC in understanding the circumstances of the self-reporting.
If the City determines to self-report to the SEC pursuant to the SEC Initiative, self reporting must
be completed by 4:00 p.m. Central Time on December 1, 2014 by submitting to the SEC the
Questionnaire for Self-Reporting Entities that is set forth in the SEC Initiative.
Fees and Expenses. Our fees (including any out of pocket expenses) for this limited engagement
will be 59.600.00. We resent the right to increase our fee related to analysis of the SEC Initiative if we
are called upon to attend multiple meetings to discuss this analysis with City officials, or if we are asked
to assist in drafting or reviewing proposed language for Item 5 of the Questionnaire for Self-Reporting
Entities. Our fee will be payable at the conclusion of the analysis of the City's eligibility for self
reporting under the SEC Initiative, and in all events, our fees will be earned and payable on December 2,
2014. Our fee is not contingent upon your determination to self-report or not self-report any potential
matters to the SEC pursuant to the SEC Initiative.
Conflicts of Interest. The Questionnaire for Self-Reporting Entities requires the self-reporting
entity to list the various professionals involved in the municipal securities transaction that is being
reported, including the Bond Counsel Firm and the Primary Individual Contact at Bond Counsel Firm.
Accordingly, because Gilmore & Bell, P.C. acted as Bond Counsel in connection with one or more bond •
issues of the City that you are evaluating with respect to self-reporting under the SEC Initiative, Gilmore
& Bell, P.C. may have a conflict of interest with the City in the outcome of the City's determination of
whether to self-report one or more bond issues under the SEC Initiative.
Even if a conflict of interest exists or arises later, our professional conduct rules permit a
practitioner to represent a client if(a) the practitioner reasonably believes that he or she will be able to
provide competent and diligent representation to each affected client; (b) the representation is not
prohibited by law; (c) the representation does not involve the assertion of a claim by one client against
another client represented by the lawyer in the same litigation or other proceeding; and (d) each affected
client waives the conflict of interest and gives informed consent, confirmed in writing.
We believe that we are able to provide competent and diligent representation to the City on this
matter. In our judgment, our advising the City regarding the SEC Initiative is not prohibited by law, will
not be directly adverse to another client, will not be materially limited by our responsibilities to another
client, a former client or a third person, and will not be materially limited by the personal interests of the
Gilmore & Bell, P.C. attorneys who will represent the City in this matter. The City has concluded, in
consultation with such other counsel, that a conflict of interest does not exist at this time simply by our
role as Bond Counsel in one or more of your prior bond issues.
It is possible that, during the course of our discussions, a situation could develop in which our
representation of the City would be materially limited by the interests of Gilmore & Bell, P.C. Such a
situation might impair our ability to provide impartial, effective counsel to the City. If that situation
arises, then after consulting with the City and your other counsel, we may (I) ask that the City sign a
waiver acknowledging the conflict and giving informed consent to our continued representation of the
City or(2) withdraw from our representation of the City in giving advice related to the SEC Initiative. Of
course, the City may decide to terminate our engagement and engage different counsel at any point during
the course of our discussions. We would certainly cooperate with the City and its counsel in that event.
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Please contact me immediately if the foregoing does not fairly set forth the scope and terms of
our limited engagement by the City. If you have other questions, please call me.
Very truly yours
Gina M. Riekhof
GMR:jac
cc: Greg Bengtson
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