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Fiduciary Engagement Agreement for Municipal Advisory Services FIDUCIARY ENGAGEMENT AGREEMENT FOR MUNICIPAL ADVISORY SERVICES This Fiduciary Engagement Agreement for Municipal Advisory Services ("Agreement") is made this 22nd day of July, 2019, by and between the City of Salina, Kansas ("Issuer), and George K. Baum & Company, located at 4801 Main Street, Kansas City, Missouri ("GKB"). PURPOSE: The Issuer has identified the specific purpose of refinancing in 2020 all or a portion of its outstanding Water and Sewage System Revenue Bonds, Series 2011 which may result in the issuance of bonds, notes, refunding bonds and the use of other financial instruments (the "Transaction"). The Issuer deems it in its best interest to engage and retain GKB, an independent registered municipal advisor firm, to provide certain municipal advisory services to the Issuer for or related to the Transaction, including but not limited to the preparation of supporting data, bond market information and assistance in obtaining bond ratings. 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, Scope of Services and Limitations on Scope of Services. GKB shall provide the Issuer with the following municipal advisory services for or related to the Transaction, including the analysis of the cost and benefits relative to the Transaction (collectively, the "Scope of Services"), subject to the limitations set forth herein: A. Will work with the Issuer, and others as directed by the Issuer, concerning the legal and financial issues associated with the Transaction. B. Will 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. Will assist the Issuer in the preparation, coordination and distribution of printed matter for or related to the Transaction, including circulars, press releases, special mailings, etc., in order to acquaint the Issuer's population with the benefits and financial considerations of the Transaction. D. Will assist in the preparation of a credit presentation for bond rating agencies and bond insurance companies, if any. E. Will assist in the collection of information and the preparation of the documents necessary to accomplish the Transaction including any related contracts, agreements or other documents related to offering securities either for purchase or sale, all of which shall be appropriately executed and satisfactory to the Issuer. F. Will assist in the gathering of financial, statistical or factual information relating to (i) the Issuer, and (ii) GKB and its role as Issuer's municipal advisor, to be included in the Issuer's preliminary or final official statement or other documents for the Transaction. G. If the Transaction involves the issuance of municipal securities to be sold on a competitive bid basis GKB will assist the Issuer with its preparation of the preliminary and final official statement and the bid package, obtain CUSIP numbers and provide an electronic version of the official statement to the winning underwriter. H. If the Transaction involves the issuance of municipal securities to be sold on a negotiated basis, GKB will assist the Issuer and its bond counsel in their preparation and/or review of the preliminary and final official statement. I. Will advise Issuer with regard to any continuing disclosure undertaking required to be entered into in connection with the Transaction, including advising on the selection of a dissemination agent, if any. J. For a competitive bid sale, GKB will assist Issuer in collecting and analyzing bids submitted by underwriters and in connection with Issuer's selection of a winning bidder. K. For a negotiated sale. GKB will assist Issuer in the selection of underwriter(s). L. Will arrange for closing and delivery of any bonds. M. Will provide such other usual and customary financial advisory services for or related to the Transaction as may be requested by Issuer. N. Municipal Securities Rulemaking Board ("MSRB") Rule G-42 requires that GKB, when acting as Issuer's municipal advisor, make a reasonable inquiry as to the facts that are relevant to Issuer's determination whether to proceed with a course of action, or that form the basis for any advice (recommendations) provided by GKB to Issuer regarding any municipal financial product or the issuance of municipal securities. Rule G-42 also requires that GKB undertake a reasonable investigation to determine that it is not basing any such advice (recommendation) on materially inaccurate or incomplete information. GKB is also required under Rule G-42 to use reasonable diligence to know the essential facts about Issuer and the authority of each person acting on Issuer's behalf. 0. MSRB Rule G-42 requires that GKB provide Issuer with disclosures of(i) material conflicts of interest, and (ii) of information regarding certain legal events and disciplinary history. Those disclosures are provided in GKB's Municipal Advisory Disclosure Statement delivered to Issuer prior to or together with this Agreement. P. It is expressly understood and agreed that, under this Agreement. GKB is acting as a municipal advisor and fiduciary to the Issuer for or related to the Transaction. GKB retains the right to be engaged by the Issuer on other transactions in a capacity other than as a municipal advisor or fiduciary. Q. It is expressly understood and agreed that the Scope of Services is limited solely to the services described in this Agreement. R. Unless otherwise provided in the Scope of Services described above, GKB is not responsible for preparing any preliminary or final official statement, or for certifying as to the accuracy or completeness of any preliminary or final official statement, other than with respect to any information about GKB, in its role as Issuer's municipal advisor, provided by GKB for inclusion in such documents. S. It is expressly understood and agreed that the Scope of Services does not include tax, legal, accounting or engineering advice with respect to the Transaction or in connection with any opinion or certificate rendered by counsel or any other person at closing, and does not include review or advice on any feasibility study. T. The Scope of Services may be changed only by written amendment or supplement to this Agreement. The parties agree to promptly amend or supplement the Scope of Services described above to reflect any material changes or additions to the Scope of Services. • 2. Issuer's Obligations. The Issuer's obligations shall include the following, subject to the limitations set forth herein: A. Retain GKB as its municipal advisor for and related to the Transaction. B. Cooperate with GKB in the proper development of the Transaction and provide all pertinent information needed to allow GKB to (i) fulfill its duties under Rule G-42, (ii) provide the Issuer with informed advice, and (iii)support the desired Transactions on behalf of the Issuer. C. To the extent Issuer seeks to have GKB provide advice with regard to any recommendation made to Issuer by a third party, including but not limited to any underwriter for the Transaction, Issuer agrees that it will provide GKB with written direction to do so, as well as any information Issuer has received from such third party relating to its recommendation. D. Issuer agrees to observe and comply with the limitations on GKB's Scope of Services described above. E. Will retain a nationally recognized firm of bond attorneys and utilize the services of the Issuer's attorney. F. Will pay for all costs of legal advice, printed matter, advertising, bond ratings, bond insurance premium, required audits and other professional services. G. Reimburse GKB for all reasonable costs and expenses incurred by GKB that are related to the Transaction. F. Pay GKB an advisory fee equal to .45% of the principal amount of Transaction securities at the time of the completion of the Transaction. 3. Term. The term of this Agreement shall commence on the date indicated above and shall expire on the completion of the Transaction, except as terminated earlier pursuant to the provisions below. 4. Termination. The Issuer, at its sole discretion, may terminate this Agreement at any time by providing a written notice of termination to GKB. At the termination of this Agreement, the Issuer shall reimburse GKB such reasonable costs and expenses incurred to the date of such termination which payment shall be in full satisfaction of all claims against the Issuer under this Agreement. 5. Additional Transactions. During the Term of this Agreement, if the Issuer decides to consider or pursue financing for other separate projects the Issuer identifies from time-to-time ('Additional Transactions"), the Issuer may engage GKB to act as its investment banker to provide financial advisory, or municipal advisory, or underwriting or placement agent services for any of those Additional Transactions. In that event, the parties will execute separate written engagement agreements for each of any such Additional Transactions. Until such a separate additional agreement is in place, the parties understand and agree that GKB will not provide any advice or recommendations to the Issuer regarding any such Additional Transactions. • 6. Authority. Each of the undersigned representatives of the respective parties represents and warrants that he or she has full legal authority to execute this Agreement on behalf of that respective party. In addition, the Issuer further represents and warrants that unless the Issuer provides written notice to GKB to the contrary, any officer of the Issuer has the authority(i)to act on behalf of the Issuer, (ii)to request or direct on behalf of the Issuer that GKB take or refrain from taking certain actions within the Scope of Services under this Agreement, and(iii)to sign any documents on behalf of the Issuer. 7. 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: CCS _ Printed Name: )r'4 A RAe c c _ Title: Se �;nr ,/ cP l're Stc. e CITY OF SALINA, KANSAS By: s jai Printed Name: Tien+ W. �0.1/19, M D Title: Ma