Disclosure Compliance Services Agreement GILMOIREBELL
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
July 2, 2015
Rod Franz
Director of Finance
City of Salina, Kansas
City/County Building
Room 206
300 W. Ash Street
Salina, Kansas 67401
Re: Disclosure Compliance Services Proposal
Dear Mr. Franz:
Thank you for your interest in Gilmore & Bell, P.C.'s disclosure compliance services. The
purpose of this engagement letter is to set forth certain matters concerning the services Gilmore & Bell
will perform to assist the City in meeting its continuing disclosure obligations. It is our understanding
that the City has adopted the Omnibus Continuing Disclosure Undertaking, dated June 10, 2013, (the
"Disclosure Agreement") for its outstanding municipal securities. Gilmore & Bell will assist the City in
meeting its continuing disclosure obligations for any municipal securities covered by the Disclosure
Agreement and will provide the following services in connection with the City's continuing disclosure
undertaking, beginning with the City's fiscal year ended December 31, 2014:
• Review the Disclosure Agreement to determine the operating data and financial
information required to be disclosed by the City pursuant to the Disclosure Agreement;
• Provide the City with an annual reminder of the upcoming annual report filing date;
• Provide the City annually with a memorandum listing material events requiring
additional disclosure;
• Draft the City's annual report and assist the City in updating, as of the end of each fiscal
year, the operating data and summary financial information identified in the Disclosure
Agreement;
• Submit the City's annual report to the MSRB, via EMMA. If the City's annual report is
not available as of the report filing date, file the appropriate notice required under the
Disclosure Agreement; and
• Provide the City confirmation that the annual report has been submitted to the MSRB.
By acceptance of the terms of this letter the City is confirming Gilmore & Bell's appointment as a
designated agent for the sole purpose of submitting to the MSRB, via EMMA, annual reports, event
notices, and other materials furnished by the City.
Disclosure Compliance Services Proposal
July 2, 2015
Page 2 of 2
The content of the financial information and operating data to be included in each annual report is
solely the responsibility of the City. Gilmore & Bell is not responsible for the accuracy or completeness
of the information contained in any annual report. Gilmore & Bell will not undertake a "due diligence"
review of the City, its operations or its financial condition in connection with the performance of these
services. Such a review is outside the scope of our limited engagement described in this letter.
We will request the information required by the Disclosure Agreement from the City within a
reasonable time prior to the filing date and will work closely with the City to gather such information.
The City hereby agrees to timely provide all information requested by Gilmore & Bell. In addition, the
City acknowledges that if all information required to be included in the annual report is not provided to
Gilmore & Bell at least three (3) business days before the filing date set in the Disclosure Agreement, we
cannot guarantee that the annual report will be timely filed.
This engagement does not include a review of the City's past continuing disclosure compliance or
preparation or submission of any filings which may have been due prior to this engagement.
The initial term of this engagement shall be from the date below through June 30, 2019. This
agreement may be terminated at any time by either party with 30 days written notice to the other party.
Upon termination of this agreement, the City will pay all unpaid fees and expenses for services performed
prior to the time of termination.
Gilmore & Bell's annual fee for providing services described above will be $2,000 per year,
payable upon confirmation that the City's annual filing, or other appropriate notice, has been submitted to
the MSRB. In addition, Gilmore & Bell expects to be reimbursed for all out-of pocket third-party
expenses made on the City's behalf.
If the foregoing terms are acceptable to the City, please return a signed copy of this letter to me
and retain a copy for your files. The offer to perform the services described in this letter expires 60 days
from the date first shown above and no engagement will commence unless and until we receive a copy
signed by the City within such timeframe. Thank you again for your interest in our disclosure compliance
services and we look forward to working with you.
Very truly yours,
Bill Burns
WDB: drn
cc: Gina Riekhof
Acknowledged and Agreed as of 07✓5T- r , 20
CITY OF SALINA, KANSAS
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GlLMOPEBELL