Financial Advisor Contract Renewal

At the Esplanade, 2525 E. Camelback Road, Suite 950, Phoenix, Arizona 85016 
P 602-808-5410 
 
F 602-808-5428 
Piper Sandler & Co. Since 1895. Member SIPC and NYSE. 
 
 
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August 11, 2023 
 
Crystal Dyches 
City Manager 
City of El Mirage 
10000 N. El Mirage Road 
El Mirage, AZ 85335 
 
Re:  
City of El Mirage, Arizona  
General Obligation Bond Election and General Obligation Bonds 
 
FINANCIAL SERVICES AGREEMENT 
 
 
Pursuant to the SAVE contract RFP C-005-2223 for Investment Banking Services, this 
Financial Advisory Agreement (the “Agreement”) by and between the City of El Mirage, Arizona (the “City”) 
and Piper Sandler & Co. (“Piper Sandler” or the “Financial Advisor”) will serve as our mutual agreement 
with respect to the terms and conditions of our engagement as your financial advisor and is effective on 
September 19, 2023 (the Effective Date). 
 
I. 
Scope of Services. 
 
(A) Services to be provided. Piper Sandler is engaged by the City to provide services with respect to 
the planned bond election and subsequent issuance of the City’s General Obligation Bonds (the 
Issue) and any additional issues to be identified in an amendment to the Agreement. 
 
(B) Scope of Services. The Scope of Services to be provided respecting the Issue(s) may consist of 
the following, if directed by the City: 
 
1. Evaluate options or alternatives with respect to the proposed bond election and new 
Issue(s). 
2. Provide advice and assistance with the proposed ballot language and voter information 
pamphlet. 
3. Consult with and/or advise the City on actual or potential changes in market place 
practices, market conditions or other matters that may have an impact on the Issues or 
Products. 
4. Assist the City in establishing a plan of financing. 
5. Assist the City in establishing the structure, timing, terms and other similar matters 
concerning future issues. 
6. Prepare the financing schedule. 
7. Consult and meet with representatives of the City and its agents or consultants with 
respect to the Issue. 
8. Attend meetings of the City’s governing body, as requested. 
9. Advise the City on the manner of sale of the Issue. 
10. Make arrangements for printing, advertising and other vendor services necessary or 
appropriate in connection with the Issue. 
11. Advise the City with regard to continuing disclosure matters, as requested. 
12. At the time of sale, provide the City with relevant data on comparable issues recently or 
currently being sold nationally and by comparable issuers. 
13. In the event the bonds are sold by a negotiated sale, coordinate pre-pricing discussions, 
supervise the sale process, advise the City on matters relating to syndicate priorities, 
review the order book, and if directed by the City, advise on the acceptability of the 
underwriter’s pricing and offer to purchase. 
14. Assist the City in identifying an underwriter in a negotiated sale or other deal participants 
such as an escrow agent, accountant, feasibility consultant, etc. to work on the Issue.

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15. Arrange and facilitate visits to, prepare materials for, and make recommendations to the 
City in connection with credit ratings agencies, insurers and other credit providers. 
16. Coordinate working group sessions, closing and delivery of the Issue.  
17. Prepare a closing memorandum or transaction summary. 
 
II. 
Limitations on Scope of Services. In order to clarify the extent of our relationship, Piper Sandler 
is required under MSRB Rule G-421 to describe any limitations on the scope of the activities to be performed 
for you. Accordingly, the Scope of Services are subject to the following limitations: 
 
The Scope of Services is limited solely to the services described herein and is subject to limitations 
set forth within the descriptions of the Scope of Services.  Any duties created by this Agreement do not 
extend beyond the Scope of Services or to any other contract, agreement, relationship, or understanding, 
if any, of any nature between the City and the Financial Services Provider. 
 
Unless explicitly directed by you in writing, the Scope of Services does not include evaluating 
advice or recommendations received by you from third parties.  
 
The Scope of Services does not include tax, legal, accounting or engineering advice with respect 
to the Issue or in connection with any opinion or certificate rendered by counsel or any other person at 
closing. 
 
III. 
Amending Scope of Services. The Scope of Services may be changed only by written amendment 
or supplement. The parties agree to amend or supplement the Scope of Services promptly to reflect any 
material changes or additions to the Scope of Services. 
 
IV. 
Compensation. Compensation is based on the SAVE contract fee schedule (Contract number C-
005-2223 – see attached Appendix B) and is contingent on closing.  Compensation is payable in 
immediately available funds at closing. 
 
V. 
IRMA Matters. If the City has designated Piper Sandler as its independent registered municipal 
advisor (“IRMA”) for purposes of SEC Rule 15Ba1-1(d)(3)(vi) (the “IRMA exemption”), the extent of the IRMA 
exemption is limited to the Scope of Services and any limitations thereto. Any reference to Piper Sandler, 
its personnel and its role as IRMA in the written representation of the City contemplated under SEC Rule 
15Ba1-1(d)(3)(vi)(B) is subject to prior approval by Piper Sandler and the City agrees not to represent, 
publicly or to any specific person, that Piper Sandler is the City’s IRMA with respect to any aspect of 
municipal financial products or the issuance of municipal securities, or with respect to any specific 
municipal financial product or any specific issuance of municipal securities, outside the Scope of Services 
without Piper Sandler’s prior written consent. 
 
VI. 
Piper Sandler’s Regulatory Duties When Servicing the City. MSRB Rule G-42 requires that 
Piper Sandler undertake certain inquiries or investigations of and relating to the City in order for Piper 
Sandler to fulfill certain aspects of the fiduciary duty owed to the City. Such inquiries generally are triggered: 
(a) by the requirement that Piper Sandler know the essential facts about the City and the authority of each 
person acting on behalf of the City so as to effectively service the relationship with the City, to act in 
accordance with any special directions from the City, to understand the authority of each person acting on 
behalf of the City, and to comply with applicable laws, regulations and rules; (b) when Piper Sandler 
undertakes a determination of suitability of any recommendation made by Piper Sandler to the City, if any 
or by others that Piper Sandler reviews for the City, if any; (c) when making any representations, including 
with regard to matters pertaining to the City or any Issue or Product; and (d) when providing any information 
in connection with the preparation of the preliminary or final official statement, including information about 
the City, its financial condition, its operational status and its municipal securities or municipal financial 
products. Specifically, the City agrees to provide to Piper Sandler any documents on which the City has 
 
1 See MSRB Rule G-42(c)(v).

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relied in connection with any certification it may make with respect to the accuracy and completeness of 
any Official Statement for the Issue. 
 
City agrees to cooperate, and to cause its agents to cooperate, with Piper Sandler in carrying out 
these duties to inquire or investigate, including providing to Piper Sandler accurate and complete 
information and reasonable access to relevant documents, other information and personnel needed to fulfill 
such duties. 
 
In addition, the City agrees that, to the extent the City seeks to have Piper Sandler provide advice 
with regard to any recommendation made by a third party, the City will provide to Piper Sandler written 
direction to do so as well as any information it has received from such third party relating to its 
recommendation. 
 
VII. 
Expenses. Piper Sandler will be responsible for all of Piper Sandler’s out-of-pocket expenses 
unless otherwise agreed upon or if travel is directed by the City. If travel is directed by the City, the City will 
reimburse Piper Sandler for their expenses. In the event a new issue of securities is contemplated by this 
Agreement, the City will be responsible for the payment of all fees and expenses commonly known as costs 
of issuance, including but not limited to: publication expenses, local legal counsel, bond counsel, ratings, 
credit enhancement, travel associated with securing any rating or credit enhancement, printing of bonds, 
printing and distribution of required disclosure documents, trustee fees, paying agent fees, CUSIP 
registration, and the like. 
 
VIII. 
Term of Agreement. The term of this Agreement will be for one (1) year ending on June 30, 2024. 
The City will have the option to renew this contract for four (4) additional one-year terms, pursuant to SAVE 
contract C-005-2223. 
 
This Agreement may be terminated with or without cause by either party upon the giving of at least thirty 
(30) days prior written notice to the other party of its intention to terminate, specifying in such notice the 
effective date of such termination. All fees due to Piper Sandler shall be due and payable upon termination. 
Upon termination, the obligations of Piper Sandler under this Agreement, including any amendment shall 
terminate immediately and Piper Sandler shall thereafter have no continuing fiduciary or other duties to the 
City. The provisions of Sections IV, VII, XII, XIV, XV and XVII shall survive termination of this Agreement. 
 
This Agreement is subject to cancellation under A.R.S. § 38-511, the terms of which are incorporated 
herein. 
 
IX. 
Independent Contractor. The Financial Services Provider is an independent contractor and 
nothing herein contained shall constitute or designate the Financial Services Provider or any of its 
employees or agents as employees or agents of the City. 
 
X. 
Entire Agreement/Amendments. This Agreement, including any amendments and Appendices 
hereto which are expressly incorporated herein, constitute the entire Agreement between the parties hereto 
and sets forth the rights, duties, and obligations of each to the other as of this date. Any prior agreements, 
promises, negotiations, or representations not expressly set forth in this Agreement are of no force and 
effect. This Agreement may not be modified except by a writing executed by both the Financial Services 
Provider and the City. 
 
XI. 
Required Disclosures. MSRB Rule G-42 requires that Piper Sandler provide you with disclosures 
of material conflicts of interest and of information regarding certain legal events and disciplinary history. 
Such disclosures are provided in Piper Sandler’s Disclosure Statement attached as Appendix A to this 
Agreement.

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XII. 
Limitation of Liability. In the absence of willful misconduct, bad faith, gross negligence or reckless 
disregard of obligations or duties hereunder on the part of Piper Sandler or any of its associated persons, 
Piper Sandler and its associated persons shall have no liability to the City for any act or omission in the 
course of, or connected with, rendering services hereunder, or for any error of judgment or mistake of law, 
or for any loss arising out of any issuance of municipal securities, any municipal financial product or any 
other investment, or for any financial or other damages resulting from the City’s election to act or not to 
act, as the case may be, contrary to any advice or recommendation provided by Piper Sandler to the City. 
No recourse shall be had against Piper Sandler for loss, damage, liability, cost or expense (whether direct, 
indirect or consequential) of the City arising out of or in defending, prosecuting, negotiating or responding 
to any inquiry, questionnaire, audit, suit, action, or other proceeding brought or received from the Internal 
Revenue Service in connection with any Issue or Product, if any or otherwise relating to the tax treatment 
of any Issue or Product if any, or in connection with any opinion or certificate rendered by counsel or any 
other party. Notwithstanding the foregoing, nothing contained in this paragraph or elsewhere in this 
Agreement shall constitute a waiver by the City of any of its legal rights under applicable U.S. federal 
securities laws or any other laws whose applicability is not permitted to be contractually waived, nor shall 
it constitute a waiver or diminution of Piper Sandler’s fiduciary duty to the City under Section 15B(c)(1), if 
applicable, of the Securities Exchange Act of 1934, as amended, and the rules thereunder. 
 
XIII. 
Indemnification. Unless prohibited by law, the City hereby indemnifies and holds harmless the 
Financial Services Provider, each individual, corporation, partnership, trust, association or other entity 
controlling the Financial Services Provider, any affiliate of the Financial Services Provider or any such 
controlling entity and their respective directors, officers, employees, partners, incorporators, shareholders, 
trustees and agents (hereinafter the “Indemnitees”) against any and all liabilities, penalties, suits, causes of 
action, losses, damages, claims, costs and expenses (including, without limitation, fees and disbursements 
of counsel) or judgments of whatever kind or nature (each a “Claim”), imposed upon, incurred by or asserted 
against the Indemnitees arising out of or based upon any allegation that any information in the Preliminary 
Official Statement or Final Official Statement contained (as of any relevant time) an untrue statement of a 
material fact or omitted (as of any relevant time) or omits to state any material fact necessary to make the 
statements therein, in light of the circumstances under which they were made, not misleading. 
 
XIV. 
Official Statement. The City acknowledges and understands that state and federal laws relating 
to disclosure in connection with municipal securities, including but not limited to the Securities Act of 1933 
and Rule 10b-5 promulgated under the Securities Exchange Act of 1934, may apply to the City and that 
the failure of the Financial Services Provider to advise the City respecting these laws shall not constitute a 
breach by the Financial Services Provider or any of its duties and responsibilities under this Agreement. 
The City acknowledges that any Official Statement distributed in connected with an issuance of securities 
are statements of the City and not of Piper Sandler.

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XV. 
Notices. Any written notice or communications required or permitted by this Agreement or by law 
to be served on, given to, or delivered to either party hereto, by the other party shall be in writing and shall 
be deemed duly served, given, or delivered when personally delivered to the party to whom it is addressed 
or in lieu of such personal services, when deposited in the United States’ mail, first-class postage prepaid, 
addressed to the City at: 
 
City of El Mirage 
1000 N. El Mirage Rd. 
El Mirage, AZ 85335 
 
Crystal Dyches, City Manager  
623-876-2954 
 
 
 
cdyches@elmirageaz.gov 
 
Or to the Financial Services Provider at: 
 
Piper Sandler & Co. 
2525 East Camelback Road, Suite 950 
Phoenix, AZ  85016-4244 
 
William Davis, Managing Director 
602-808-5418 
william.davis@psc.com  
 
With a copy to: 
 
Piper Sandler & Co. 
Legal Department 
800 Nicollet Mall, Suite 900 
Minneapolis, MN 55402 
 
XVI. 
Consent to Jurisdiction; Service of Process. The parties each hereby (a) submits to the 
jurisdiction of any State or Federal court sitting in the State of Arizona for the resolution of any claim or 
dispute with respect to or arising out of or relating to this Agreement or the relationship between the parties 
(b) agrees that all claims with respect to such actions or proceedings may be heard and determined in such 
court, (c) waives the defense of an inconvenient forum, (d) agrees not to commence any action or 
proceeding relating to this Agreement other than in a State or Federal court sitting in the State of Arizona 
and (e) agrees that a final judgment in any such action or proceeding shall be conclusive and may be 
enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. 
 
XVII. 
Choice of Law. This Agreement shall be construed and given effect in accordance with the laws 
of the State of Arizona. 
 
XVIII. 
Counterparts; Severability. This Agreement may be executed in two or more separate 
counterparts, each of which shall be deemed an original, but all of which together shall constitute one and 
the same instrument. Any term or provision of this Agreement which is invalid or unenforceable in any 
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability 
without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or 
affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other 
jurisdiction.

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XIX. 
Waiver of Jury Trial. THE PARTIES EACH HEREBY AGREES TO WAIVE ANY RIGHT TO A TRIAL 
BY JURY WITH RESPECT TO ANY CLAIM, COUNTERCLAIM OR ACTION ARISING OUT OF OR IN 
CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE 
RELATIONSHIP BETWEEN THE PARTIES. PARTIES AGREE TO WAIVE CONSEQUENTIAL AND PUNITIVE 
DAMAGES. 
 
XX. 
No Third Party Beneficiary. This Agreement is made solely for the benefit of the parties and their 
respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended 
to confer on any person, other than the parties and their respective successors and permitted assigns, any 
rights, remedies, obligations or liabilities under or by reason of this Agreement. 
 
XXI. 
Authority. The undersigned represents and warrants that they have full legal authority to execute 
this Agreement on behalf of the City. The following individual(s) at the City have the authority to direct Piper 
Sandler’s performance of its activities under this Agreement: 
 
Robert Nilles, Deputy City Manager 
 
 
The following individuals at Piper Sandler have the authority to direct Piper Sandler’s performance 
of its activities under this Agreement: 
 
William Davis, Managing Director 
Erika Coombs, Senior Vice President 
 
 
IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written. 
By the signature of its representative below, each party affirms that it has taken all necessary action to 
authorize said representative to execute this Agreement. 
 
PIPER SANDLER & CO. 
 
 
 
By: 
 
 
     William Davis 
Its: 
     Managing Director 
Date:      August 11, 2023 
 
 
ACCEPTED AND AGREED: 
 
CITY OF EL MIRAGE 
 
 
 
By: 
 
 
 
     Crystal Dyches 
Its: 
     City Manager 
Date:  
 
 
 
 
 
Piper Sandler & Co. is registered with the U.S. Securities and Exchange Commission and the Municipal 
Securities Rulemaking Board (“MSRB”).  A brochure is posted on the website of the MSRB, at

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www.msrb.org that describes the protections that may be provided by MSRB rules and how to file a 
complaint with an appropriate regulatory authority. 
 
 
APPENDIX A – DISCLOSURE STATEMENT 
 
 
 
Municipal Securities Rulemaking Board Rule G-42 (the Rule) requires that Piper Sandler provide you 
with the following disclosures of material conflicts of interest and of information regarding certain legal 
events and disciplinary history. Accordingly, this Appendix A provides information regarding conflicts of 
interest and legal or disciplinary events of Piper Sandler required to be disclosed to pursuant to MSRB 
Rule G-42(b) and (c)(ii). 
 
(A) 
Disclosures of Conflicts of Interest. The Rule requires that Piper Sandler provide to you 
disclosures relating to any actual or potential material conflicts of interest, including certain categories of 
potential conflicts of interest identified in the Rule, if applicable. If no such material conflicts of interest are 
known to exist based on the exercise of reasonable diligence by us, Piper Sandler is required to provide 
a written statement to that effect. 
 
 
Accordingly, we make the following disclosures with respect to material conflicts of interest in 
connection with the Scope of Services under the Agreement, together with explanations of how we 
address or intend to manage or mitigate each conflict. To that end, with respect to all of the conflicts 
disclosed below, we mitigate such conflicts through our adherence to our fiduciary duty to you in 
connection with municipal advisory activities, which includes a duty of loyalty to you in performing all 
municipal advisory activities for the City. This duty of loyalty obligates us to deal honestly and with the 
utmost good faith with you and to act in your best interests without regard to our financial or other 
interests. In addition, as a broker dealer with a client oriented business, our success and profitability over 
time is based on assuring the foundations exist of integrity and quality of service. Furthermore, Piper 
Sandler’s supervisory structure, utilizing our long-standing and comprehensive broker-dealer supervisory 
processes and practices, provides strong safeguards against individual representatives of Piper Sandler 
potentially departing from their regulatory duties due to personal interests. The disclosures below 
describe, as applicable, any additional mitigations that may be relevant with respect to any specific conflict 
disclosed below. 
 
 
Compensation-Based Conflicts. The fees due under the Agreement are in a fixed amount 
established at the outset of the Agreement. The amount is usually based upon an analysis by the Client 
and Piper Sandler of, among other things, the expected duration and complexity of the transaction and 
the Scope of Services to be performed by Piper Sandler. This form of compensation presents the 
appearance of a conflict or a potential conflict of interest because, if the transaction requires more work 
than originally contemplated, Piper Sandler may suffer a loss. Thus, Piper Sandler may have an incentive 
to recommend less time-consuming alternatives, or fail to do a thorough analysis of alternatives. In 
addition, contingent-based compensation, i.e. based upon the successful delivery of the Issue while 
customary in the municipal securities market, may present the appearance of a conflict or the potential for 
a conflict because it could create an incentive for Piper Sandler to recommend unnecessary financings or 
financings that are disadvantageous to the Client. This conflict of interest is mitigated by our duty of care 
and fiduciary duty and the general mitigations related to our duties to you, as described above. 
 
Transactions in Client’s Securities. As a municipal advisor, Piper Sandler cannot act as an 
underwriter in connection with the same issue of bonds for which Piper Sandler is acting as a municipal 
advisor. From time to time, Piper Sandler or its affiliates may submit orders for and acquire your securities 
issued in an Issue under the Agreement from members of the underwriting syndicate, either for its own 
trading account or for the accounts of its customers. Again, while we do not believe that this activity 
creates a material conflict of interest, we note that to mitigate any perception of conflict and to fulfill Piper 
Sandler’s regulatory duties to the Client, Piper Sandler’s activities are engaged in on customary terms 
through units of Piper Sandler that operate independently from Piper Sandler’s municipal advisory

business, thereby eliminating the likelihood that such investment activities would have an impact on the 
services provided by Piper Sandler to you under the Agreement. 
 
(B) Disclosures of Information Regarding Legal Events and Disciplinary History. The Rule 
requires that all municipal advisors provide to their clients certain disclosures of legal or disciplinary events 
material to a client’s evaluation of the municipal advisor or the integrity of the municipal advisor’s 
management or advisory personnel. Accordingly, Piper Sandler sets out below required disclosures and 
related information in connection with such disclosures. 
 
I. 
Material Legal or Disciplinary Event. There are no legal or disciplinary events that are material to 
the Client’s evaluation of Piper Sandler or the integrity of Piper Sandler’s management or advisory 
personnel disclosed, or that should be disclosed, on any Form MA or Form MA-I filed with the 
SEC. 
 
II. Most Recent Change in Legal or Disciplinary Event Disclosure. Piper Sandler has not made any 
material legal or disciplinary event disclosures on Form MA or any Form MA-I filed with the SEC. 
 
(C) How to Access Form MA and Form MA-I Filings. Piper Sandler’s most recent Form MA and 
each most recent Form MA-I filed with the SEC are available on the SEC’s EDGAR system at 
http://www.sec.gov/edgar/searchedgar/companysearch.html. The Form MA and the Form MA-I include 
information regarding legal events and disciplinary history about municipal advisor firms and their 
personnel, including information about any criminal actions, regulatory actions, investigations, 
terminations, judgments, liens, civil judicial actions, customer complaints, arbitrations and civil litigation. 
The SEC permits certain items of information required on Form MA or MA-I to be provided by reference 
to such required information already filed by Piper Sandler in its capacity as a broker-dealer on Form BD 
or Form U4 or as an investment adviser on Form ADV, as applicable. Information provided by Piper Sandler 
on Form BD or Form U4 is publicly accessible through reports generated by BrokerCheck at 
http://brokercheck.finra.org, and Piper Sandler’s most recent Form ADV is publicly accessible at the 
Investment Adviser Public Disclosure website at http://www.adviserinfo.sec.gov. For purposes of 
accessing such BrokerCheck reports or Form ADV, Piper Sandler’s CRD number is 665. 
 
(D) Future Supplemental Disclosures. As required by the Rule, this Section 5 may be supplemented 
or amended, from time to time as needed, to reflect changed circumstances resulting in new conflicts of 
interest or changes in the conflicts of interest described above, or to provide updated information with 
regard to any legal or disciplinary events of Piper Sandler. Piper Sandler will provide you with any such 
supplement or amendment as it becomes available throughout the term of the Agreement.

APPENDIX B - FEE SHEET 
 
COSTS PROPOSAL RFP C-005-2223 
 
The proposal response is to be submitted as Dollars per $1,000 of principal amounts of bond. For small 
bonds, a rate with a minimum is suggested. List below, the dollar cost for all services that you will provide 
relating to authorization and the issuance of bonds where there is a charge.