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9.d Discussion on Municipal Advisory Services AgreementMUNICIPAL ADVISORY SERVICE AGREEMENT BY AND BETWEEN THE CITY OF SCANDIA, MINNESOTA AND NORTHLAND SECURITIES, INC. This Agreement made and entered into by and between the City of Scandia, Minnesota (hereinafter "City") and Northland Securities, Inc., of Minneapolis, Minnesota (hereinafter "NSI"). LTJ 0 0143-1:11 gI WHEREAS, the City desires to have NSI provide it with advice on the structure, terms, timing and other matters related to the issuance of the General Obligation Street Reconstruction Bonds, Series 2018A (the "Debt") serving in the role of municipal (financial) advisor, and WHEREAS, NSI is a registered municipal advisor with both the Securities and Exchange Commission ("SEC") and the Municipal Securities Rulemaking Board ("MSRB") (registration # 866- 00082-00), and WHEREAS, NSI will act as municipal advisor in accordance with the duties and responsibilities of Rule G-42 of the MSRB, and WHEREAS, the MSRB provides a municipal advisory client brochure on its website (www.msrb.org) that describes the protections that may be provided by the MSRB rules, including professional competency, fair dealing, duty of loyalty, remedies for disputes and how to file a complaint with an appropriate regulatory authority, and WHEREAS, the City and NSI are entering into this Agreement to define the municipal advisory relationship at the earliest opportunity related to the inception of the municipal advisory relationship for 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 the City with services necessary to analyze, structure, offer for sale and close the Debt. The services will be tailored to meet the needs of this engagement and may include: Planning and Development 1. Assist City officials to define the scope and the objectives for the Debt. 2. Investigate and consider reasonably feasible financing alternatives. 3. Assist the City in understanding the material risks, potential benefits, structure and other characteristics of the recommended plan for the Debt, including issue structure, estimated debt Municipal Advisory Service Agreement service payments, projected revenues, method of issuance, bond rating, sale tinning, and call provisions. 4. Prepare a schedule of events related to the issuance process. 5. Coordinate with bond counsel any actions needed to authorize the issuance of the Debt. 6. Attend meetings of the City Council and other project and bond issue related meetings as needed and as requested. Bond Sale 1. Assist the City with the preparation, review and approval of the preliminary official statement (POS). 2. Assist the City and bond counsel with preparing and publishing the Official Notice of Sale if required by law. 3. Prepare and submit application for bond rating(s) and assist the City with furnishing the rating agency(s) with any additional information required to conduct the rating review. Assist the City with preparing and conducting the rating call or other presentation. 4. Assist the City in receiving the bids, compute the accuracy of the bids received, and recommend to the City the most favorable bid for award. 5. Coordinate with bond counsel the preparation of required contracts and resolutions. Post Sale Support 1. Assist the City with the preparation of final official statement, distribution to the underwriter and posting on EMMA. 2. Coordinate the bond issue closing, including making all arrangements for bond printing, registration, and delivery. 3. Furnish to the City a complete transcript of the transaction, if not provided by bond counsel. There are no specific limitations on the scope of this agreement. COMPENSATION For providing these services with respect to the Debt, NSI shall be paid a lump sum of $21,170. The fee due to NSI shall be payable by the City upon the closing of the Bonds. NSI agrees to pay the following expenses from its fee: • Out-of-pocket expenses such as travel, long distance phone, and copy costs. • Production and distribution of material to rating agencies and/or bond insurance companies. • Preparation of the bond transcript. The City agrees to pay for all other expenses related to the processing of the bond issue(s) including, but not limited to, the following: • Engineering and/or architectural fees. • Publication of legal notices. • Bond counsel and local attorney fees. • Fees for various debt certificates. • The cost of printing Official Statements, if any. • City staff expenses. • Airfare and lodging expenses of one NSI official and City officials when and if traveling for rating agency presentations. • Rating agency fees, if any. 2 Municipal Advisory Service Agreement • Bond insurance fees, if any. • Accounting and other related fees. It is expressly understood that there is no obligation on the part of the City under the terms of this Agreement to issue the Debt. If the Debt is not issued, NSI agrees to pay its own expenses and receive no fee for any services it has rendered. CONFLICTS OF INTEREST NSI is not aware of any material conflicts of interest that could reasonably be anticipated to impair NSI's ability to provide advice to or on behalf of the City in accordance with the standards of conduct for municipal advisors. The compensation for services provided in this Agreement is customary in the municipal securities market, but may pose a conflict of interest. Since the fee is payable at closing and only if the Debt is issued, NSI may have an incentive to encourage issuance. Compensation linked to the size of the transaction may provide incentive to increase the amount of the Debt. Compensation considerations will not impair NSI's ability to provide unbiased and competent advice or to fulfill its fiduciary duty to the City. In executing this Agreement, the City acknowledges and accepts the potential conflicts of interest posed by the compensation to NSI. Northland Capital Holdings is the parent company of NSI. Another subsidiary of Northland Capital Holdings is Northland Trust, Inc. Northland Trust provides paying agent services to issuers of municipal bonds. The City is solely responsible for the decision on the source of paying agent services. Any engagement of Northland Trust is outside the scope of this Agreement. No compensation paid to Northland Trust is shared with NSI. NSI does not provide executive search, organizational development, compensation systems or other management consulting services that may directly or indirectly affect City staff that recommend the engagement of municipal advisor services and may pose a conflict of interest. LEGAL AND DISCIPLINARY ACTIONS There are no legal or disciplinary events reported by the Securities and Exchange Commission contained in Form MA or Form MA -I. The City can find information about these forms and accessing information related to NSI at www.sec.gov/municipal/oms-edgar-hnks. SUCCESSORS OR ASSIGNS The terms and provisions of this Agreement are binding upon and inure to the benefit of the City and NSI and their successors or assigns. 3 Municipal Advisory Service Agreement TERM OF THIS AGREEMENT This Agreement may be terminated by thirty (30) days written notice by either the City or NSI and it shall terminate sixty (60) days following the closing date related to the issuance of the Debt. Dated this 10th day of April, 2018. Northland Securities, Inc. By: Sl—� z Tom Bartzen - Executive Vice President City of Scandia, Minnesota 0 Its: