Fiduciary Engagement Agreement •
FIDUCIARY ENGAGEMENT AGREEMENT
This Fiduciary Engagement Agreement ("Agreement") is made this 114:'"- of , 2016, by
and between the City of Salina, Kansas ("Issuer"), and GEORGE K. BAUM & COMPANY,
located at 4801 Main Street, Suite 500, Kansas City, MO 64112 ("GKB").
PURPOSE: The Issuer,,deems it in its_best interest to engage and retain GKB, an independent
registered municipal advisor firm, to provide certain advisory services to the Issuer, including but
not limited to the preparation of supporting data, bond market information, assistance in obtaining
bond ratings, and assistance in investor negotiations,regarding various Issuer projects("Projects")
which may result from time to time in the issuance of bonds, notes, refunding bonds and/or the use
of other financial instruments ("Transactions").
CONSIDERATION: Consideration for this Agreement includes the services, compensation, and
mutual exchange of promises of the parties specified herein.
SPECIFIC PROVISIONS: The provisions of the above "Purpose" section are material and
binding terms of this Agreement.
1. GKB's Obligations. GKB shall provide the Issuer with advisory services for or related to
the Transactions, including the analysis of the cost and benefits relative to financing
Projects, and:
A. Work with the Issuer, and others as directed by the Issuer, concerning the legal and
financial issues associated with any Transactions;
B. Attend all meetings and be available to the Issuer, and its other agents, for
consultation and conference at times and places mutually agreed upon;
C. Assist the Issuer in the preparation, coordination and distribution of printed matter
for or related to any Transactions, including circulars, press releases, special
mailings, etc., in order to acquaint the Issuer's population with the benefits and
financial considerations of any Transactions;
D. Prepare financial information and schedules necessary to acquaint the Issuer with
the benefits of the various forms of debt financing for any Transactions;
E. Assist in the preparation of a credit presentation for bond rating agencies and bond
insurance companies, if any;
F. Assist in the collection and preparation of the documents necessary to accomplish
any Transactions including any related contracts and agreements or documents
related to offering securities either for purchase or sale, all of which shall be
appropriately executed and satisfactory to the Issuer;
G. Arrange for closing and delivery of the any bonds;
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Fiduciary Engagement Agreement
H. It is expressly understood and agreed that this Agreement does not intend, and is
not under any circumstances to be construed as requiring GKB to perform services
which may constitute the practice of law.GKB is retained and engaged in an expert
financial capacity only;
I. It is expressly understood and agreed that,under this Agreement, GKB is acting as
an advisor.or fiduciary to the Issuer for or related to any Transactions;
J. It is expressly understood and agreed that GKB will not limit its work to the steps
outlined, but will extend its services as necessary to ensure that all appropriate
advice for or related to any Transactions is provided to the Issuer in a professional
and satisfactory manner.
2. Issuer's Obligations. The Issuer's obligations shall include the following:
A. Retain GKB as its advisor for and related to any Transactions;
B. Cooperate with GKB in the proper development of any Transactions and provide
all pertinent information needed to allow GKB to provide the Issuer with informed
advice, and to support any desired Transactions on behalf of the Issuer;
C. Retain a nationally recognized firm of bond attorneys and utilize the services of the
Issuer's attorney;
D. Pay for all costs of legal advice, printed matter, advertising, bond ratings, bond
insurance premium, required audits and other professional services;
E. Reimburse GKB for all reasonable costs and expenses incurred by GKB that are
related to the Transactions, including but not limited to reasonable travel expenses
to meet with the Issuer, or rating agencies, if any;
F. Fee for Services:
General Obligation Bonds and Notes—
Pay GKB an advisory fee of.50%of the principal amount of securities issued up to
$500,000 and .25% of the principal amount of securities issues in excess of
$500,000 at the time of the completion of each of any of the Transactions. With a
minimum fee of$3,500.
Economic Development Bonds
For STAR Bonds, Tax Increment (TIF), Community Improvement District (CID),
New Markets Tax Credits (NMTC), Industrial Revenue or other economic
development transactions pay GKB an advisory fee of$200 per hour for consulting
services relating to the negotiation, development and implementation of a financing
plan for the project(s). GKB will submit monthly written invoice to the Issuer,
detailing the number of hours of such services rendered during the preceding month.
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Fiduciary Engagement Agreement
The issue agrees to pay GKB the amount of any such invoice with sixty days (60)of
the Issuer's receipt of such invoice.
Once a specific bond Issue has been identified and sized for a specific project, pay
GKB a fee of$20,000 for each transaction at the time of closing of the Issue.
3. Term. The term of this Agreement shall commence on Feb. 1, 2016, and shall expire on
Feb. 1, 2021 and will automatically renew at the end of each year for one additional year
except as terminated earlier pursuant to the provisions below.
4. Termination. Either party shall have the right to terminate this Agreement in full for any
reason by providing written notice to the other party at least sixty (60) days prior to the
stated termination date. In the event of any violation or default of the terms of this
Agreement by GKB, the Issuer shall provide written notice to GKB of any such violation
or default, and GKB shall have thirty (30) days to cure such default. If GKB is not able to
cure the default to the Issuer's satisfaction by the end of such cure period, the Issuer
thereafter shall have the right to immediately terminate this Agreement. At the termination
of this Agreement, in any such manner, the Issuer shall reimburse GKB such reasonable
costs and expenses incurred to the date of such termination, and shall pay GKB such
compensation earned to the date of such termination, which payment shall be in full
satisfaction of all claims against the Issuer under this Agreement.
5. Execution. This Agreement may be executed in multiple counterparts and together such
counterparts will be deemed an original.
IN WITNESS WHEREOF, the parties here have executed this Agreement the day and year first
above written.
AGREED TO AND ACCEPTED:
GEORGE K. BAUM & COMPANY
By: l .•
Printed Name: Roger Edga
Title: Executive Vice President
City of Salina, Kansas
Bye— �►Ti :l�
Printed Nameijal,h (11)
Title: M
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