1997 Bond Counsel Services
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MAR. 17. 1997 12:48PM
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JAMES G. CA~ÞWElL
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Rod Franz
City of Salina
300 West Ash
Salina, Kansas
Dear Rod:
GILMORE AND BELL 816 931 7599
2/4
NO, 5286
JOE ~. NOGTO'"
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GaRy A. ANOEASO"'"
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KAN$A$ CIT'f, MISSOURI e"112
8"5-931-7500
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211 N. BC<QA_..~. BulTE 2350 100 NORT... MAIN, SUITE BOO
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March 17, 1997
Via Telecopy
913-826-7244
67402
Re:
Bond Counsel Services
Pursuant to our conversation this morning, I have prepared this letter outlining our services and
fees as bond counsel for the City on its general obligation bonds and temporary notes and its utility
revenue bonds.
The following is a list of the services which we regularly provide to the City as bond counsel:
Authorization. Assist the City in establishing authority for the issuance of bonds and notes,
including preparation of proceedings and resolution stating the City's intent to issue bonds and notes and
establishing reimbursement authority for federal tax purposes.
Preparation of Documents. Preparation of and obtaining execution of an documents and
certificates required for the authorization and issuance of the bonds, notes or other obligations, including (a)
drafting resolutions authorizing the sale and the issuance of the bonds, notes or other obligations, (b)
preparing notices of sale and bid forms, (c) preparing all other required documents and proceedings, and (d)
developing an appropriate undertaking for the City to make with respect to continuing disclosure
requirements of Rule 15c2-l2 of the Securities and Exchange Commission.
Disclosure. Preparation of those portions of the Preliminary Official Statement and Official
Statement relating to (a) the description of the bonds and the security therefor, (b) the summary of the
resolution authorizing the issuance ofthe bonds and (c) the summary of the taX-exempt status ofthe bonds
and assisting in the preparation of any other provisions as requested by the City or the investment banker.
MAR. 17. 1997 12:49PM
GILMORE AND BELL 816 931 7599
NO. 5286
P, 3/4
Approval and Registration of Bonds. Delivery of transcript of proceedings to the Assistant
Attorney General of Kansas responsIble for reviewing transcripts and assisting that individual in obtaining
approval of the bonds or notes by that office. Following approval, we work with representatives of the
Kansas State Treasurers office to obtain registration of the bonds or notes by the State Treasurer.
Transcripts. Preparation. assembly and examination of the transcripts covering the proceedings
relating to the authorization and issuance of the bonds, notes or other obligations. As bond counsel, we will
also distribute copies of the transcripts to all parties in such rom, bound or otherwise, as is preferred by the
City.
Filings. Preparation of and making necessary filings with appropriate county, state, and federal
agencies, including but not limited to facsimile signature certificates with the Kansas Secretary of State and
Form 8038-G ( Infonnation Return for Tax-Exempt Governmental Obligations) with the Internal Revenue
Service.
Closing Certificates. Drafting of all certificates relating to each transaction, including certifications
of the City as to incumbency, non-litigation. non-arbitrage, outstanding indebtedness, and any other
required closing certificates.
Opinions. Rendering (a) a final approving opinion on the validity of the bonds, notes or other
obligations and the tax-exempt status of the interest thereon from state and federal income taxation, and (b)
such other incidental opinions as may be required or reasonably requested.
Meetings. Attending stich conferences, meetings and telephone conferences, as may be necessary
or desirable in connection with boITowings and coordinating closing of each issue.
Certificates. Preparation of the bond and note forms and supervision of the printing thereof
including (a) drafting the forms of certificates, (b) arranging for the opinion and CUSIP numbers to be
printed on the certificates, (c) confirming the filing offacsimi1e signatures, (d) working with the investment
banker and City officials to coordinate execution and delivery of the certificates and (e) working with the
bond registrar to mange proper and timely registration ofthe certificates. If the City chooses to continue to
issue bonds for book entry only, we will prepare the certificates with the legends required by the Depository
Trust Company and the CitylS Letter of Representation and arrange for the delivery of the certificates to the
Depository Trust Company.
Legal Inquiries. Answering legal inquiries of the City and its financial advisor with respect to the
authorization. sale and issuance of bonds, notes or other obligations.
Other Necessary Services. Performance of any other services necessary in order to make certain
the bonds and notes are issued in a timely and legal manner.
GILMORE & BELL, P. C .
'MAR, 17. 1997" 12:49PM
GILMORE AND BELL 816 931 7599
NO. 5286
P, 4/4
Our fee schedule for acting as bond counsel for the City's general obligation bonds is as fol1ows and
is based upon the principal amount of bonds being issued:
Princioal Amount
Fee
Under S100,000
$100,000 to $500,000
$500,000 to $2,500,000
$2,500,000 to $5,000,000
$5,000,000 to $10,000,000
Over $10,000,000
$1,000
$1,000 + $5.00 per $1,000 over $100,000
$3,000 + $2.50 per $1,000 over $500,000
$8,00Q.. + $2.00 per $1,000 over $2,500,000
$13,0004- $1.00 per $1,000 over $5,000,000
$18,000 + $.75 per $1,000 over $10,000,000
For temporary notes of the City, our fee is 40% of the fee we would charge for a similar~sized
bond issue.
Our fee schedule for the City's utility revenue bonds is as follows and is higher due to the
increased complexity of such transactions:
Princioal Amount
Fee
Under $100,000
$100,000 to $1,000,000
$1,000,000 to $5,000,000
$5,000,000 to S10,000,000
Over $10,000,000
$1,500
$1,500 + $5.00 per $1,000 over $100,000
$6,000 + $2.50 per $1,000 over $1,000,000
$16,000 + $1.50 per $1,000 over $5,000,000
$23,500 + $1.00 per $1,000 over $10,000,000
The above schedules have been the basis for our fees to the City of Salina for many years. We
are pleased to serve as bond counsel for the City and enjoy very much our relationship with the City and
its officials.
If you have any further questions or wish to discuss anything further, please do not hesitate to
contact me.
Best regards.
Very truly yours,
~ry
Clark R. Irey II
CRLjam
cc: Dave Arteberry
GILMORE Be BELLt :P_c-