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MUNICIPAL ADVISORY SERVICE AGREEMENT <br /> BY AND BETWEEN <br /> THE CITY OF CENTERVILLE,NIINNESOTA <br /> AND <br /> NORTHLAND SECURITIES,INC. <br /> This Agreement made and entered into by and between the City of Centerville,Minnesota(hereinafter"City") <br /> and Northland Securities,Inc.,of Minneapolis,Minnesota(hereinafter"NSI"). <br /> NVITNFSSETH <br /> WHEREAS, the City desires to have NSI provide it with advice on the structure, terms, timing and other <br /> matters related to the issuance of the General Obligation Improvement Refunding Bonds, Series 2015A (the <br /> "Debt')serving in the role of municipal(financial)advisor,and <br /> WHEREAS,NSI is a registered municipal advisor(registration#866-00082-00),and <br /> WHEREAS,the City and NSI are entering into this Agreement to define the municipal advisory relationship at <br /> the earliest opportunity related to the Debt,and <br /> WHEREAS,NSI desires to furnish services to the City as hereinafter described, <br /> NOW,THEREFORE,it is agreed by and between the parties as follows: <br /> SERVICES TO BE PROVIDED BY NSI <br /> NSI shall provide the City with services necessary to analyze, structure, offer for sale and close the Debt as <br /> follows: <br /> Planning and Development <br /> 1. Meet with City officials and others as directed to define the scope and the objectives for the Debt. <br /> 2. Investigate and consider reasonably feasible financing alternatives. <br /> 3. Prepare materials needed to evaluate the material risks,potential benefits,structure and other characteristics <br /> of the recommended plan for the Debt,including issue structure,estimated debt service payments,projected <br /> revenues,method of issuance,bond rating,sale timing,and call provisions. <br /> 4. Prepare a schedule of events related to the issuance process. <br /> 5. Coordinate with bond counsel any actions needed to authorize the issuance of the Debt. <br /> 6. Attend meetings of the City Council and other project and bond issue related meetings as needed and as <br /> requested. <br /> Bond Sale <br /> 1. Collect data and prepare preliminary official statement(POS). <br /> 2. Provide POS for review and approval by City. <br /> 3. Distribute the POS and bid form to prospective bidders. <br /> 4. Cause to be published the Official Notice of Sale if required by law. <br /> 5. Prepare and submit application for bond rating(s)and assist City with famishing the rating agency(s)with <br /> any additional information required to conduct the rating review.Assist City with preparing and conducting <br /> rating call or other presentation. <br /> 65 <br />