Financial Advisory Service Agreement

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FINANCIAL ADVISORY SERVICE AGREEMENT BY AND BETWEEN THE CITY OF CENTERVILLE, MINNESOTA AND NORTHLAND SECURTIUS, INC. This Agreement made and entered into by and between the City of Centerville, Minnesota (hereinafter "City ") and Northland Securities, Inc., of Minneapolis, Minnesota (hereinafter "NSI"). WITNESSETH WHEREAS, the City desires to have NSI provide it with advice on the structure, terms, timing and other matters related to the issuance of General Obligation Improvement Bonds, Series 2013A (the "Debt ") serving in the role of financial advisor, and WHEREAS, the City and NSI are entering into this Agreement to define the financial advisory relationship at the earliest opportunity related to the Debt, and WHEREAS, NSI desires to furnish services to the City as hereinafter described, NOW, THEREFORE, it is agreed by and between the parties as follows: SERVICES TO BE PROVIDED BY NSI NSI shall provide all services necessary to analyze, structure, offer for sale and close the transaction. Examples of the services include the following: Planning and Development 1. Meet with City officials and others as directed to define the scope and the objectives 2. Assemble and analyze relevant statistical information. 3. Prepare a preliminary feasibility study or discuss with City officials possible funding options and the fiscal implications of each. 4. Prepare details on the recommended options - information on the issue structure, method of issuance, term, sale timing, call provisions, etc. 5. Prepare a schedule of events related to the issuance process. 6. Attend meetings of the City Council and other project and bond issue related meetings as needed and as requested. Bond Sales 1. Collect data and prepare preliminary official statement (POS). 2. Provide POS for review and approval by City. 3. Distribute the POS and bid form to prospective bidders. 4. Cause to be published the Official Notice of Sale if required by law. 5. Recommend whether the issue should secure a bond rating. If the issue is to be rated, prepare and fiunish to the rating agencies the information they require to evaluate the issue and provide their rating. Assist City to prepare and conduct rating call or other presentation. 6. Directly contact underwriters most likely to serve as syndicate managers to assure that bidding interest is established.