Special Counsel for Salina Downtown TIF and STAR Bond Districts t -
GILMOIkEBELL
816-221-1000 MAIN GILMORE&BELL PC ST.LOUIS
816-221-1018 FAX ' 2405 GRAND BOULEVARD,SUITE 1100 WICHITA
GILMOREBELL.COM KANSAS CITY,MISSOURI 64108-2521 OMAHA I LINCOLN
April 7, 2016
Mr.Mike Schrage
Deputy City Manager
City of Salina,Kansas
300 West Ash,Room 202
Salina, Kansas 67402-0736
Re: Special Counsel to the City of Salina for the Salina Downtown TIF and STAR Bond
Districts(the"Downtown Project")
Dear Mr. Schrage:
The purpose of this engagement letter is to set forth certain matters concerning the legal services
we will perform as special counsel for the City in connection with the Downtown Project, including TIF
Bonds, STAR Bonds, General Obligation Bonds and any other funding mechanisms in connection with
the Downtown Project.
SCOPE OF ENGAGEMENT
In this engagement,we expect to perform the following duties:
1. Assist in reviewing, analyzing and evaluating the Downtown Project;
2. Prepare and review the necessary schedules, notices, resolutions, ordinances, contracts and other
documents in connection with the proceedings of the City Commission related to the approval of
the selected redevelopment area, redevelopment plan, redevelopment project(s) and the selected
developer;
3. Attend meetings, conferences and phone conferences related thereto, as needed and directed by
the City;
4. Draft a TIF contract and associated agreements and related documents,negotiate the contract with
the developer, and assist City staff with the implementation of the contract;
5. Advise the City and other parties to the financing regarding the legal authority for the issuance of
notes or bonds, the legal structure and other legal aspects of the financing and interpretation of
relevant statutes and constitutional provisions as deemed necessary by the City in issuing the notes
or bonds;
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April 7,2016
Page 2
6. Prepare all proceedings and legal documents relating to the authorization and issuance of the notes
or bonds, including ordinances authorizing the issuance of the notes or bonds, any trust indenture
and any security agreements securing the bonds,preparation and review of the official statement or
other disclosure document used in connection with the sale of the bonds which describe the bonds,
the security therefore and the tax-exempt status of the notes or bonds, and the preparation and
review of various.othcr4ocuments,certificates and opinions required for authorization and issuance
of the notes or bonds;
7. Prepare the note or bond forms, supervise the printing of notes or bonds and arrange for the
execution,authentication and delivery thereof;
8. Attend and coordinate the closing of the transaction, including attendance at any meetings for a
bond sale or signing of documents as deemed necessary by the City;
9. Assemble note or bond transcripts covering the proceedings relating to the authorization and
issuance of the bonds,and distribute copies of the transcripts to the parties to the financings;
10. Render our approving legal opinion on the validity of the notes or bonds, the federal and state
income tax treatment of interest on the notes or bonds and such incidental opinions that may be
necessary to complete the financings;
11. Attend such conferences and meetings as may be deemed necessary by the City in connection with
the financings;and
12. Provide miscellaneous consultation and advice on legal matters relating to the authorization,
issuance, sale and delivery of the bonds and performing such additional standard bond counsel
services as may be necessary to complete the financings.
In preparing and reviewing documents and notices related to the Project, we may look to
representatives of the City to undertake the gathering and/or supplying of certain information required to
be included in those documents, and we will carefully coordinate our work with City staff and elected
officials.
ATTORNEY-CLIENT RELATIONSHIP
Upon execution of this engagement letter, the City will be our client and an attorney-client
relationship will exist between us. Unless otherwise specified in writing, we assume all other parties,
including the developer for the Downtown Project, will retain such counsel as they deem necessary and
appropriate to represent their interests in the project. We further assume that all other parties understand
that in this transaction we represent only the City,we are not counsel to the developer or any other party,
and we are not acting as an intermediary among the parties. Our services are limited to those contracted
for herein and the City's execution of this engagement letter will constitute an acknowledgment of those
limitations.
April 7,2016
Page 3
PERSONNEL
We attempt to assign personnel to each matter based on the nature and scope of the issues raised
by the matter in conjunction with the experience and expertise of our lawyers. One lawyer will generally
be assigned primary responsibility for seeing that your requests for legal services are met, but additional
lawyers may assist in providing appropriate and efficient legal services. Gary Anderson will be the
primary attorney in the firm responsible for providing the legal services to the City regarding evaluation,
approval and implementation of the Downtown Project and TIF Contract, and Gary Anderson and Gina
Riekhof will be the primary attorneys in the firm responsible for any notes or bond transaction that may
result from the Downtown Project. The primary contact person for day-to-day communications with the
City on this project will be Gary Anderson. We may call upon other attorneys in our firm for specialized
services and consultation, such as our tax and securities attorneys for support regarding the planning and
preparation for issuance of tax-exempt obligations for the project.
FEES
Our legal services in connection with approval and implementation of the Downtown Project and
TIF Contract and all non-bond related work will be performed on an hourly basis for this Project. Our
fees associated with those legal services for special counsel pursuant to this engagement will be $345.00
per hour. We do not anticipate that the total amount of special counsel work for this project will exceed
$30,000, but the actual time expended on this project is difficult to estimate with certainty due to the many
issues that may arise during the course of the City considering and approving a Downtown Project.
All bond counsel fees related to note and/or bond work will be agreed to once the structure, size
and complexity of any notes and/or bonds are agreed upon by the City.
PROVISION OF LEGAL SERVICES
This engagement is for the provision of professional legal services, and not for the provision of
business, personal, accounting, technical, financial or other advice not constituting legal services. It is
agreed that the client is not relying upon us in this engagement for advice in areas other than professional
legal services,even if such matters should be discussed in connection with the engagement.
We may be asked to use the Internet as a means for communicating about matters concerning
your representation. Any such communication could be randomly intercepted and otherwise used or
disclosed by anyone, including someone specifically interested in your matter or business. This could
cause you to lose your confidentiality and attorney/client privilege protections. However, to facilitate
your representation, you approve the use of Internet communications during your representation by us
unless we are instructed otherwise.
CONFLICTS
As you are aware, our firm represents many cities, counties and other political subdivisions. It is
possible that during the time that we are representing the City, one or more of our present or future clients
will have transactions with the City. We do not believe any such representation will adversely affect our
ability to represent you as provided in this letter either because such matters will be sufficiently different
from the matters described herein so as to make such representations not adverse to our representation of
the City, or because the potential for such adversity is remote or minor and outweighed by the
consideration that it is unlikely that advice given to the other client will be relevant to any aspect of the
April 7,2016 -
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matters described herein. Execution of this letter will signify the City's consent to our representation of
others consistent with the circumstances described in this paragraph.
RECORDS
After our services conclude, we will, upon your request, deliver the file for this engagement to
you. If you do not request the file, we will retain it for a period of ten years after the matter is closed. If
you do not request delivery of the file before the end of the ten year period, we will have no further
obligation to retain the file and may, at our discretion, destroy it without further notice to you. At any
point during the ten year period,you may request delivery of the file.
PERIODIC BILLING FOR LEGAL SERVICES
Unless other arrangements have been made,it is our policy to render periodic statements for legal
services on a monthly basis. We normally base these interim statements on hourly rates of lawyers
working on the matter. Statements will be due upon presentation, and are to be paid no later than 30 days
following the invoice date. If any statement amount remains unpaid 60 days after the invoice date, the
firm reserves the right to terminate its services,consistent with applicable Rules of Professional Conduct.
DISBURSEMENTS AND OTHER CHARGES
Most matters require,from time to time,certain monetary advances to be made on your behalf by
the firm to third parties, such as deliveries, certified mail notices. It is understood that while acting as
your lawyers,we have the authority to use our best judgment in making such expenditures on your behalf.
In addition we may incur travel costs to Salina and those will be charged at the IRS rate.
TERMINATION OF SERVICES
In the event that you choose to terminate our services, please advise us of such in writing. We
retain the right to cease performing legal services and to terminate our legal representation for any reason
consistent with ethical rules, including conflicts of interest or the failure to pay legal fees and expenses
when due. Our termination or your termination of services does not affect your obligation to pay legal
fees and expenses incurred prior to the effective date of such termination.
QUESTIONS
One of our goals is to ensure that legal services are delivered effectively and efficiently, and that
all billings are accurate and understandable. Please direct any questions about services, billing, or
payment status of your account to the appropriate attorney at our firm.
If the foregoing terms are acceptable to you, please so indicate by returning the enclosed copy of
this engagement letter dated and signed by an authorized official, retaining the original for your files.We
look forward to working with you.
GILMORE&BELL,P.C.
By=
Gary A.Anderson
April 7.;2016
Page 5
ACCEPTED AND APPROVED:
CITY OF SALINA,,KANSAS
Title: c /1106'
Date: Lt I t l 20( io
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