Agreement for Financial Advisory Services Related to Series 2024-A GO Bonds STIFET , Public Finance
Debbie Pack, Finance Director
City of Salina
300 West Ash Street
Salina, Kansas 67401
RE: FINANCIAL ADVISORY SERVICES
General Obligation Internal Improvement Bonds, Series 2024-A
Stifel, Nicolaus & Company, Incorporated ("Stifel") presents for your acceptance this agreement to
retain Stifel as financial advisor to the City of Salina, Kansas ("Issuer") for the proposed General
Obligation Internal Improvement Bonds, Series 2024-A (the "Bonds") estimated to be issued in the
aggregate principal amount of approximately $11,800,000. This agreement will be effective on the
date signed by an authorized representative of Issuer and will authorize Stifel to act as financial advisor
through the completed sale of the proposed Bonds, at which time this agreement will terminate. This
agreement may also be terminated on thirty(30) days written notice by either party.
1. Scope of Work. Stifel agrees to perform the following services for Issuer with respect to the
Bonds:
a. Assume overall responsibility for the financial analysis and structuring recommendations
for the Bonds;
b. Draft the preliminary and final official statements, offering memoranda or term sheets
("Offering Documents") based on information provided by the Issuer as well as s
information derived from other sources. The information contained in the Offering
Documents will be derived from the sources stated or, if not otherwise sourced, from
the Issuer. Stifel makes no representation, warranty or guarantee regarding the
accuracy or completeness of the information in the Offering Document, and Its
assistance in preparing the Offering Document should not be construed as a
representation that it has independently verified such information. The Issuer will be
expected to examine, approve and make certifications with respect to the information
in the Offering Documents in accordance with its obligations under the federal securities
laws. `
c. Assist Issuer, as requested, in the selection of an underwriter(s) or placement agent,
including review of underwriter or placement agent recommendations to the extent
requested in writing by Issuer, and coordinate all activities of the underwriter(s) or
placement agent;
d. Coordinate with consultants, accountants, bond counsel, other attorneys and staff in
connection with the sale of the Bonds;
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e. Coordinate financing time schedule, distribution of documents, preliminary and final
official statement printing, wire-transfer of funds, delivery of bonds and bond closing;
f. Assist Issuer on the matter of bond rating(s) for the proposed issue and coordinate the
of credit information for submission and
preparation presentation to the rating
agency(ies);
g. Coordinate pre-pricing discussions of bond pricing and structuring, supervise the sale
process, and advise on acceptability of offer to purchase bonds by the underwriters;
h. If requested, assist Issuer in procuring any appropriate ancillary financing-related
products and services including, credit enhancement (e.g., bond insurance), paying
agent/registrar/trustee, escrow agent (if applicable), escrow investments, and other
such products and services as Issuer may deem necessary or desirable In connection
with any financing.
i. Attend Issuer meetings as requested, with reasonable advance notice;
j. Provide such other services as are mutually agreed upon in writing by Issuer and Stifel.
2. Issuer's Obligations. Issuer agrees that, with respect to the Bonds, its staff and consultants will
cooperate with Stifel and make available any data in the possession of Issuer necessary to
perform Stifel's financial advisory services and regulatory obligations as described in Exhibit A
to this agreement.
3. Regulatory Disclosures:
a. Issuer is aware of Section 975 of the Dodd-Frank Wall Street Reform and Consumer
Protection Act and the Securities and Exchange Commission's adopted rule commonly
known as the "Municipal Advisor Rule" (SEC Rule 15Ba1-1 to 15Ba1-8 -"the Rule"). Stifel
will be serving as a municipal advisor to the Issuer under the Rule and this agreement
documents the municipal advisory relationship between Stifel and the Issuer.
b. MSRB Rule G-42 requires that a municipal advisor provide its client with certain written
disclosures. Please see Exhibit A to this agreement for those disclosures.
4. Compensation:
For Stifel's financial advisory services and expenses in processing the Bonds to be sold In a single
sale, Stifel shall be paid a fee equal to 0.50% of the par amount for the first $500,000 of par plus
0.25% for all par amount in excess of $500,000, to be paid at the completion of the sale of the
Bonds. This amount includes all out of pocket expenses.
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5. Authority to Direct Financial Advisor:
The followingindividuals have the authorityto direct Stifel's performance of its scope of work
under this agreement: Mike Schrage, City Manager; Debbie Pack, Finance Director; Jacob Wood,
Deputy City Manager.
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Respectfully submitted this L6"day of Mail 702i
STIFEL, NI OLAUS & COMPANY, INCORPORATED
- (T)By:
Name: `)o-Ni ; A c -Febes--
J
Title: tAara3;r- D: rectc r
ti
ACCEPTANCE
I, Miciluel D. 5chrw3t)Ci}yM9r.[insert title], upon approval by the governing body of the City of Salina,
Kansas, hereby accept the agreement as submitted by Stifel, Nicolaus & Company, Incorporated
relative to the financial advisory services, as described herein.
By:
' .
Name: V - i i /, {
Title: C, I \ n
Date: 51 21.�'2L
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Respectfully submitted this day of
STIFEL, NICOLAUS & COMPANY, INCORPORATED
By:
Name:
Title:
ACCEPTANCE
I, Michael D. 5hmgr)C14yM9r.[insert title], upon approval by the governing body of the City of Salina,
Kansas, hereby accept the agreement as submitted by Stifel, Nicolaus & Company, Incorporated
relative to the financial advisory services, as described herein.
�I
AIA%By: r -
Name: A a i
Title: C 14/ I aYl e
Date: 5120/2y
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EXHIBIT A
City of Salina,Kansas
Financial Advisory Services
For
General Obligation Internal Improvement Bonds,Series 2024-A
MSRB Rule G-42 Disclosures
As municipal advisor to the City of Salina, Kansas("you"),Stifel Nicolaus("Stifel"or"we")is subject to the rules of the
Municipal Securities Rulemaking Board(MSRB),including MSRB Rule G-42. The rule directs us to make certain
disclosures to you. Please review the following disclosures and contact your Stifel municipal advisor if you have any
questions.
Our Duties as Your Municipal Advisor
Rule G-42 describes our basic duties to you. Most importantly,we owe you a fiduciary duty, the principal element of which
is a duty of loyalty. Under the duty of loyalty,we are required to deal honestly and in the utmost good faith with you and to
act in your best interests without regard to our financial or other interests. We may not serve as your municipal advisor if'we
believe that we have any conflicts of interest that we cannot manage or mitigate so that we can act in your best interests.
Rule G-42 also provides that we owe you a duty of care. As part of that duty, we must possess the degree of knowledge and
expertise needed to provide you with informed advice. Also,under that duty,when we make reconunendations to you or
help you to evaluate the recommendations of others,we may need to ask questions to make sure that we have all the relevant
facts.
Disclosure of Conflicts
Rule G-42 requires us to disclose to you any known material,actual or potential conflicts of interest that could reasonably be
expected to impair our ability to provide you with advice, including any conflicts associated with contingent fee
arrangements. As described in our engagement letter,the payment of our fee will be contingent on the closing of the bond
issue described in the engagement letter and the amount of compensation will be based on a percentage of the principal
amount of the bond issue. While this form of compensation is customary in the municipal securities market,it presents a
conflict of interest since we may have an incentive to recommend a transaction to you that is unnecessary or to recommend
that the size of the bond issue be larger than is necessary. We would,of course, be willing to discuss an alternative fee
arrangement, if that is your preference.
Stifel has identified the following actual or potential material conflicts of interest:
Stifel and its affiliates comprise a full service financial institution engaged in activities which may include sales and trading,
commercial and investment banking,advisory, investment management, investment research,principal investment,hedging,
market making,brokerage and other financial and non-financial activities and services. Stifel and its affiliates may have
provided,and may in the future provide,a variety of these services to the Issuer and to persons and entities with relationships
with the Issuer, for which they received or will receive customary fees and expenses.
In the ordinary course of these business activities,Stifel and its affiliates may purchase,sell or hold a broad array of 1
investments and actively trade securities,derivatives,loans and other financial instruments for their own account and for the
accounts of their customers,and such investment and trading activities may involve or relate to assets,securities and/or
instruments of the Issuer(directly,as collateral securing other obligations or otherwise)and/or persons and entities with
relationships with the Issuer.
Stifel and its affiliates may also communicate independent investment recommendations, market color or trading ideas and/or
publish or express independent research views in respect of such assets,securities or instruments and may at any time hold,
or recommend to clients that they should acquire such assets,securities and instruments. Such investment and securities
activities may involve securities and instruments of the Issuer.
Legal and Disciplinary Event Disclosures
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Each firm that is registered as a municipal advisor with the U,S.Securities and Exchange Commission(SEC)is required to
file Form MA with the SEC and update that form periodically and as events change. The firm is also required to file a Form
MA-I for each of its employees who is engaged in municipal advisory activities, Stifel's most recent Form MA and the Form
MA-1 for each current Stifel municipal advisor employee may be found on the SEC's EDGAR website using the following
hyperlink: http://www.sec.gov/cgi-bin/browse-
edgar?CIK=0000094403&owner=exclude&action=getcompany&Find=Search,
Item 9 of Form MA requires each municipal advisor firm to disclose any criminal,regulatory violations, or self-regulatory
violations and certain civil litigation. Because we are a broker-dealer firm, Form MA permits us to cross-reference to our
Form BD,which is available on the website of the Financial Industry Regulatory Authority(FINRA),and our Form ADV,
which is available on the SEC website. For your convenience,you may access our Form BD by using the following
hyperlink: http://brokerchcck.finra,org/Firm/Summary/793. You may access our Form ADV by using the following
hyperlink: https://adviserinfo.sec.gov/firm/summary/793. Item 6 of each Form MA-I requires comparable disclosure about a
municipal advisor individual,as well as customer complaint,arbitration, investigation, termination,financial,and
judgment/lien disclosure. When an individual has a disciplinary history, Form MA-1 permits us to cross-reference to that
individual's Form U-4. The disciplinary history on an individual's Form U-4 is accessible entering the individual's name in
FINRA's"Broker-Check"service,using the following hyperlink: http://brokercheck.finra.org/.
On March 25, 2024, Stifel, Nicolaus & Company, Incorporated ("Stifel") entered into a Letter of Acceptance, Waiver, and
Consent ("AWC") with the Department of Enforcement of the Financial Industry Regulatory Authority ("FINRA"). In the
AWC, FINRA stated that Stifel failed to establish, maintain, and enforce a supervisory system reasonably designed to
achieve compliance with Stifel's suitability obligations in connection with non-traditional exchange-traded product (NT-
ETP) transactions. Though Stifel had a supervisory system in place, FINRA stated that the supervisory system failed to
provide reasonable guidance about how to identify and address potentially unsuitable NT-ETP recommendations,
Stifel was censured and ordered to pay a monetary fine of$920,000. In addition to the administrative fine,Stifel was ordered
to make restitution payments to certain customers in an amount not less than $1,189,841.54. Stifel neither admitted nor
denied the findings set forth in the AWC,but consented to the sanctions and to the entry of findings regarding supervision.
Stifel does not consider this matter to be material to our ability to perform municipal advisory services for our clients.
Evaluation of Recommendations/Suitability
As provided in our engagement letter, we will assist you in evaluating recommendations, whether made by Stifel or, upon
your written request, by third-parties, such as underwriters. We will provide you with our evaluation of the material risks,
potential benefits, structure, and other characteristics of the transaction or product. We will discuss with you why we think a
recommendation we make is suitable for you. In the case of recommendations made by an underwriter or other third-party
that you request in writing that we review,we will discuss with you why we think the recommended transaction or product is
or is not suitable for you. We will also inform you of any other reasonably feasible alternatives considered.
In order for us to evaluate whether we think a recommendation is suitable for you, we are required to consider the following
factors and we may need information from you about those factors,much as if you were opening a brokerage account:
• financial situation and needs,
• objectives,
• tax status,
• risk tolerance,
• liquidity needs,
• experience with municipal securities transactions or municipal financial products generally or of the type and
complexity being recommended,
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• financial capacity to withstand changes in market conditions during the term of the municipal financial product or
the period that municipal securities to be issued in the municipal securities transaction were reasonably expected to
be outstanding,and
• any other material information known by the municipal advisor about the client and the municipal securities
transaction or municipal financial product,after reasonable inquiry.
Additional Information
We also wish to inform you that Stifcl is registered as a municipal advisor with both the SEC and the MSRB. Information
about the duties of a municipal advisor,as well as the procedures for filing a complaint,may be found on the MSRB's
website by clicking on the following link: http://www.msrb.org/—/media/Files/Resources/MSRB-MA-Clients-
Brochure.ashx?la=en, The general website for the MSRB is www.msrb.org. If you have any questions,please contact your
municipal advisor.
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