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2023-04-03 City Council Agenda PacketCity of Albertville Council Agenda Monday, April 3, 2023 City Council Chambers 7 pm PUBLIC COMMENTS -The City of Albertville welcomes and encourages public input on issues listed on the agenda or of general community interest. Citizens wishing to address the Council regarding specific agenda items, other than public hearings, are invited to do so under Public Forum and are asked to fill out a “Request to Speak Card”. Presentations are limited to five (5) minutes. 1.Call to Order 2.Pledge of Allegiance – Roll Call Pages 3.Recognitions – Presentations – Introductions 4.Public Forum – (time reserved 5 minutes) 5.Amendments to the Agenda 6.Consent Agenda All items under the Consent Agenda are considered to be routine by the City staff and will be enacted by one motion. In the event an item is pulled, it will be discussed in the order it is listed on the Consent Agenda following the approval of the remaining Consent items. Items pulled will be approved by a separate motion. A.Authorize the Monday, April 3, 2023, payment of claims as presented, except bills specifically pulled which are passed by separate motion. The claims listing has been provided to City Council as a separate document and is available for public view at City Hall upon request. 3 B.Approve a revision to the Alcohol and Drug Policy section of the Fire Department’s Standard Operating Policies and Procedures. 4-6 7.Public Hearing – None 8.Wright County Sheriff’s Office – Updates, reports, etc. 9.Department Business A.City Council 1.Committee Updates (STMA Arena, Planning, JPWB, Parks, Fire Board, FYCC, etc.) B.Building – None C.City Clerk – None City of Albertville City Council Agenda Monday, April 3, 2023 Page 2 of 2 D. Finance 1. 2023A General Obligation Disposal System Bond 7-43 (Motion to Accept the Finance Plan for the General Obligation Disposal System Bond Series 2023A.) (Motion to approve the Municipal Advisory Agreement between the City of Albertville and Northland Securities for the General Obligation Disposal System Bond Series 2023A.) (Motion to adopt Resolution No. 2023-16 for competitive negotiated sale of approximately $9,855,000 General Obligation Disposal System Bond Series 2023A.) (Motion to adopt Resolution No. 2023-17 for the issuance of General Obligation Disposal System Bond Series 2023A, covenanting and obligation the City to be bound by and to use the provisions of Minnesota Statues, Section 446A.086 to guarantee the payment of the principal and interest on the bonds.) (Motion to approve the Minnesota Public Facilities Authority Credit Enhancement Program Agreement.) E. Fire 1. Fire Department Update – Verbal F. Planning and Zoning – None G. Public Works/Engineering 1. 2023 Overlay Presentation of Bids (materials will be provided at the meeting) H. Legal – None I. Administration – None 10. Announcements and/or Upcoming Meetings April 10 STMA Arena Board, 6 pm April 11 Planning Commission, 7 pm April 17 Local Board of Appeals and Equalization, 6:15 pm April 17 City Council, 7 pm April 24 Joint Power Water Board, 6 pm Parks Committee, 7 pm May 1 City Council, 7 pm 11. Adjournment Mayor and Council Request for Action April 3, 2023 SUBJECT: CONSENT – FINANCE – PAYMENT OF BILLS RECOMMENDATION: It is respectfully requested that the Mayor and Council consider the following: MOTION TO: Authorize the Monday, April 3, 2023, payment of the claims as presented except the bills specifically pulled, which are passed by separate motion. The claims listing has been provided to Council as a separate document. The claims listing is available for public viewing at City Hall upon request. BACKGROUND: The City processes claims on a semi-monthly basis. The bills are approved through their respective departments and administration and passed onto the City Council for approval. KEY ISSUES: • Account codes starting with 810 are STMA Arena Expenses/Vendors (bolded) and key issues will be presented in the claims listing document. POLICY/PRACTICES CONSIDERATIONS: It is the City’s policy to review and approve payables on a semi-monthly basis. FINANCIAL CONSIDERATIONS: City staff has reviewed and recommends approval of payments presented. LEGAL CONSIDERATIONS: The Mayor and Council have the authority to approve all bills pursuant to Minnesota State Law, which requires all bills to be paid in a timely manner, generally within 30 days unless one party determines to dispute the billing. Responsible Person: Tina Lannes, Finance Director Submitted through: Adam Nafstad, City Administrator-PWD Attachment: • List of Claims (under separate cover) Agenda Page 3 Mayor and Council Request for Council Action April 3, 2023 SUBJECT: CONSENT – FIRE – STANDARD OPERATING PROCEDURE UPDATE RECOMMENDATION: Staff respectfully requests Council consideration regarding a proposed revision to the Alcohol and Drug Policy section of the Fire Department’s Standard Operating Policies and Procedures. MOTION TO: Approve a revision to the Alcohol and Drug Policy section of the Fire Department’s Standard Operating Policies and Procedures. BACKGROUND: The Fire Department is currently operating under Standard Operating Policies and Procedures (SOP’s) that were authorized, as a whole, by City Council in April 2021. The current Alcohol and Drug Policy needs some minor updates, to consider the potential legalization of cannabis and cannabis products, and to meet the current League of Minnesota Cities model policy. The Board of Officers has discussed the proposed changes and is in support of the revision. The City Attorney has reviewed the proposed changes. If approved by Council, the updated SOP will be discussed and implemented at the next Fire Department training night on Thursday, April 6th, 2023. POLICY/PRACTICES CONSIDERATIONS: It is the City’s policy for Council to review and approve policies as they deem necessary. Responsible Person: Eric Bullen, Fire Chief Submitted Through: Adam Nafstad, City Administrator-PWD Attachments: •Section 4.3 Alcohol and Drug Policy Agenda Page 4 Albertville Fire Department Standard Operating Policies and Procedures Policy Title: Alcohol and Drug Policy Chapter: 4.0 Administrative Policies and Procedures Section: 4.3 Alcohol and Drug Policy Date: 04/20/2021 Updated: 04/03/2023 Page: 1 of 2 4.3 Alcohol and Drug Policy The AFD requires its Firefighters to follow these rules for responding to calls after the consumption of alcohol or drugs. A.Any Firefighter who has consumed more than two drinks of alcoholic beverages in the previous four hours shall not respond to an emergency call. B.Any Firefighter who has used any illegal drugs during the preceding 24-hours shall not respond to an emergency call. A.Any Firefighter, who meets any of the below criterion, shall not respond to the Fire Hall for an emergency call: 1.Has consumed more than two alcoholic beverages in the previous four hours. 2.Has used any illegal drugs in the previous 24-hours. 3.Is under the influence of any cannabinoid products, including edibles. 4.Has used any prescription or non-prescription medication that is labeled with a warning regarding drowsiness, driving, or operation of machinery. B.Upon arriving at the Fire Hall, in response to an emergency call, any Firefighter shall immediately inform the Incident Commander, an Officer, or the ranking Firefighter in charge of any of the following condition: if they have consumed alcohol during the preceding four-hour period, and the amount consumed in that period. 1.If the Firefighter has consumed alcohol during the preceding four-hour period, and the amount consumed in that period. 2.If the Firefighter is using any prescription or non-prescription medication that is labeled with a warning regarding drowsiness, driving, or operation of machinery. 3.If the Firefighter has used any illegal drugs during the preceding 24-hour period. Any Firefighter who fails to comply with this notification requirement is subject to disciplinary action up to, and including, termination. C.Any Firefighter who has consumed any alcohol in the proceeding four-hour period, or who is using a prescription or non-prescription medication that is labeled with a warning regarding drowsiness, driving, or operation of machinery, shall not perform any of the functions listed below, but instead shall be assigned to other duties: Agenda Page 5 4.3 Alcohol and Drug Policy 1.Drive any AFD vehicle; 2.Use SCBA; 3.Enter a structure fire, or any IDLH atmosphere; 4.Provide emergency medical assistance and/or first aid. D.The Incident Commander, an Officer, or the ranking Firefighter in charge shall restrict the activities of any Firefighter as they deem appropriate if the Incident Commander, an Officer, or the ranking Firefighter in charge reasonably believes or suspects that the Firefighter may be unable, for any reason, to safely and properly perform the Duties of a Firefighter, as described in Section 5.2. (Duties of a Firefighter) of the AFD Standard Operating Policies and Procedures. This applies even if the Firefighter is in compliance with the requirements of Paragraphs A through C of this policy. E.Any Firefighter, who during an emergency response, observes any indication that another Firefighter is under the influence of alcohol or drugs shall immediately report those observations to the Incident Commander, an Officer, or the ranking Firefighter in charge. Such indications include the odor of alcohol on the breath, slurred speech, unsteady gait, or disorientation. F.After further investigation by the Incident Commander, an Officer, or the ranking Firefighter in charge, the suspected Firefighter may be subjected to a Blood Alcohol Content (BAC) and/or Urine Analysis (UA) tests. Any Firefighter who has responded to an emergency call, and is suspected of being under the influence of alcohol, can be tested and shall have a BAC of no greater than .04%. G.No Firefighter shall consume any alcohol within the 8-hours prior to any: 1.Participation in AFD training activities; and/or 2.Participation in any other activities, and/or events, where the Firefighter is serving as a representative of the AFD. either officially or unofficially. H.In any case of a scheduled social event that may involve consumption of alcohol by a substantial percentage of the AFD Firefighters, the Fire Chief shall arrange, in advance, either a “Duty Crew” of AFD Firefighters, or for emergency response by a neighboring Fire Department, pursuant to the appropriate mutual aid agreements. I.Any Firefighter that has used any illegal or non-prescription drugs is subject to disciplinary action as outlined in Section 4.2 (Discipline Policy) of the AFD Standard Operating Policies and Procedures and/or Section 10.0 (Discipline) of the City of Albertville Personnel Policy. J.Any Firefighter who fails to comply with the requirements outlined in this policy is subject to disciplinary action as outlined in Section 4.2 (Discipline Policy) of the AFD Standard Operating Policies and Procedures and/or Section 10.0 (Discipline) of the City of Albertville Personnel Policy. Agenda Page 6 Mayor and Council Request for Action April 3, 2023 SUBJECT: FINANCE – 2023A GENERAL OBLIGATION DISPOSAL SYSTEM BOND RECOMMENDATION: It is respectfully requested that the Mayor and Council consider the following: MOTION TO: •Accept the Finance Plan for the General Obligation Disposal System Bond Series 2023A. •Approve the Municipal Advisory Agreement between the City of Albertville and Northland Securities for the General Obligation Disposal System Bond Series 2023A. •Adopt Resolution No. 2023-16 for competitive negotiated sale of approximately $9,855,000 General Obligation Disposal System Bond Series 2023A. •Adopt Resolution No. 2023-17 for the issuance of General Obligation Disposal System Bond Series 2023A, covenanting and obligation the City to be bound by and to use the provisions of Minnesota Statues, Section 446A.086 to guarantee the payment of the principal and interest on the bonds. •Approve the Minnesota Public Facilities Authority Credit Enhancement Program Agreement. Description: The issuance of the 2023A General Obligation Disposal System Bond is for funding the project and design of a new biosolids dewatering building with two screw pressed to dewater sludge, a day-tank for sludge storage, garage space and product storage space. The project is required to eliminate the current dewatering process in which includes non-native Phragmites. Other funding sources include the $2,000,000 in grant funds. POLICY CONSIDERATIONS: It is the City’s policy to review and approve the sale and issuance of bonds. FINANCIAL CONSIDERATIONS: The bonds will be funded by SAC fees along with debt levy over the 25-year life of the issuance. LEGAL CONSIDERATIONS: The Mayor and Council have the statutory authority to issue bonds pursuant to the bond indentures. Responsible Person: Tina Lannes, Finance Director Submitted through: Adam Nafstad, City Administrator-PWD Attachments: •Finance Plan for the General Obligation Disposal System Bond Series 2023A •Municipal Advisory Agreement for General Obligation Disposal System Bond Series •Resolution No. 2023-16 for General Obligation Disposal System Bond Series 2023A Agenda Page 7 Mayor and Council Communication – April 3, 2023 Finance – 2023A General Obligation Disposal System Bond Page 2 of 2 • Resolution No. 2023-17 for Issuance of General Obligation Disposal System Bond Series 2023A, covenanting and obligation the City to guarantee the payment of the principal and interest on the bonds • Minnesota Public Facilities Authority Credit Enhancement Program Agreement Agenda Page 8 Finance Plan City of Albertville, Minnesota $9,855,000 General Obligation Disposal System Bonds, Series 2023A April 3, 2023 150 South 5th Street, Suite 3300 Minneapolis, MN 55402 612-851-5900 800-851-2920 www.northlandsecurities.com Member FINRA and SIPC | Registered with SEC and MSRB Agenda Page 9 Contents Executive Summary Issue Overview Purpose Authority Structure Security and Source of Repayment Plan Rationale Issuing Process Attachment 1 – Preliminary Debt Service Schedule Attachment 2 – Preliminary 105% Levy Schedule Attachment 3 – Related Considerations Bank Qualification Arbitrage Compliance Continuing Disclosure Premiums Rating Attachment 4 – Calendar of Events Attachment 5 - Risk Factors Agenda Page 10 Northland Securities, Inc. Page 1 Executive Summary The following is a summary of the recommended terms for the issuance of $9,855,000 General Obligation Disposal System Bonds, Series 2023A (the “Bonds” or “2023A Bonds”). Additional information on the proposed finance plan and issuing process can be found after the Executive Summary, in the Issue Overview and Attachment 3 – Related Considerations. Purpose Proceeds from the Bonds will be used to fund wastewater treatment facility improvements and to pay costs associated with the issuance of the Bonds. Security The Bonds will be a general obligation of the City. The City will pledge property tax levies for payment of the Bonds. The City will also use Sewer Access Charges (SAC) to reduce the annual levy. Repayment Term The Bonds will mature annually each February 1 in the years 2025 - 2049. Interest on the Bonds will be payable on February 1, 2024 and semiannually thereafter on each August 1 and February 1. Estimated Interest Rate Average coupon: 4.31% True interest cost (TIC): 4.40% Prepayment Option Bonds maturing on and after February 1, 2032 will be subject to redemption on February 1, 2031 and any day thereafter at a price of par plus accrued interest. Rating A rating will be requested from Moody’s Investors Service (Moody’s). The City’s general obligation debt is currently rated "Aa2" by Moody’s. The Bonds will also receive the State Credit Enhancement rating of “Aa1” through the Minnesota Public Facilities Authority (PFA). Tax Status The Bonds will be tax-exempt, bank qualified obligations. Risk Factors There are certain risks associated with all debt. Risk factors related to the Bonds are discussed in Attachment 5. Type of Bond Sale Public Sale – Competitive Bids Proposals Received Monday, May 15, 2023 @ 10:30 A.M. Council Consideration Monday, May 15, 2023 @ 7:00 P.M. Agenda Page 11 Northland Securities, Inc. Page 2 Issue Overview Purpose Proceeds from the Bonds will be used to fund wastewater treatment facility improvements and to pay costs associated with the issuance of the Bonds. The Bonds have been sized based on actual construction bids received by City staff on March 6, 2023 and a contribution from State Funds. The table below contains the sources and uses of funds for the bond issue. Authority The Bonds will be issued pursuant to the authority of Minnesota Statutes, Chapter 475 and Section 115.46. Structure The Bonds have been structured to result in relatively level annual debt service payments over the life of the Bonds. The proposed structure for the bond issue and preliminary debt service projections are illustrated in Attachment 1. Security and Source of Repayment The Bonds will be general obligations of the City. The finance plan relies on the following assumptions for the revenues used to pay debt service, as provided by City staff: • Utility Revenues. The City’s sewer utility is expected to contribute Sewer Access Charges (SAC) annually. The contributions are estimated to range from $113,092.50 to $459,985.25. These revenues will not be pledged to the Bonds. Instead, the revenues will be used to reduce the annual property tax levy. • Property Taxes. The remaining revenues needed to pay debt service on the Bonds are expected to come from property tax levies. The initial projections show a tax levy ranging from $114,000 to $573,345, is needed, which includes the statutory requirement of 105% of debt service, after accounting for utility contributions. The levy will be adjusted annually based on actual utility revenue contributions and additional monies in the debt service fund. The initial tax levy will be made in 2023 for taxes payable in 2024. The table in Attachment 2 shows the estimated flow of funds, including the 5% overlevy. Plan Rationale The Finance Plan recommended in this report is based on a variety of factors and information provided by the City related to the financed projects and City objectives, Northland’s knowledge of the City and our experience in working with similar cities and projects. The issuance of General Obligation Disposal System Bonds provides the best means of achieving the City’s objectives and Sources Of Funds Par Amount of Bonds $9,855,000.00 State Funds Contribution 2,000,000.00 Total Sources $11,855,000.00 Uses Of Funds Deposit to Project Construction Fund 11,371,700.00 Deposit to Capitalized Interest (CIF) Fund 254,983.17 Total Underwriter's Discount (1.500%)147,825.00 Costs of Issuance 76,460.00 Rounding Amount 4,031.83 Total Uses $11,855,000.00 Agenda Page 12 Northland Securities, Inc. Page 3 cost effective financing. The City has successfully issued and managed this type of debt for previous projects. Issuing Process Northland will receive bids to purchase the Bonds on Monday, May 15, 2023 at 10:30 AM. Market conditions and the marketability of the Bonds support issuance through a competitive sale. This process has been chosen as it is intended to produce the lowest combination of interest expense and underwriting expense on the date and time set to receive bids. The calendar of events for the issuing process can be found in Attachment 4. Municipal Advisor: Northland Securities, Inc., Minneapolis, Minnesota Bond Counsel: Taft Stettinius & Hollister LLP, Minneapolis, Minnesota Paying Agent: Northland Trust Services, Inc., Minneapolis, Minnesota Agenda Page 13 Northland Securities, Inc. Page 4 Attachment 1 – Preliminary Debt Service Schedule Date Principal Coupon Interest Total P+I Fiscal Total 06/13/2023 ----- 02/01/2024 --254,983.17 254,983.17 254,983.17 08/01/2024 --201,302.50 201,302.50 - 02/01/2025 245,000.00 3.050%201,302.50 446,302.50 647,605.00 08/01/2025 --197,566.25 197,566.25 - 02/01/2026 255,000.00 3.400%197,566.25 452,566.25 650,132.50 08/01/2026 --193,231.25 193,231.25 - 02/01/2027 265,000.00 3.350%193,231.25 458,231.25 651,462.50 08/01/2027 --188,792.50 188,792.50 - 02/01/2028 270,000.00 3.300%188,792.50 458,792.50 647,585.00 08/01/2028 --184,337.50 184,337.50 - 02/01/2029 280,000.00 3.250%184,337.50 464,337.50 648,675.00 08/01/2029 --179,787.50 179,787.50 - 02/01/2030 290,000.00 3.250%179,787.50 469,787.50 649,575.00 08/01/2030 --175,075.00 175,075.00 - 02/01/2031 300,000.00 3.300%175,075.00 475,075.00 650,150.00 08/01/2031 --170,125.00 170,125.00 - 02/01/2032 310,000.00 3.400%170,125.00 480,125.00 650,250.00 08/01/2032 --164,855.00 164,855.00 - 02/01/2033 320,000.00 3.550%164,855.00 484,855.00 649,710.00 08/01/2033 --159,175.00 159,175.00 - 02/01/2034 330,000.00 3.700%159,175.00 489,175.00 648,350.00 08/01/2034 --153,070.00 153,070.00 - 02/01/2035 345,000.00 3.800%153,070.00 498,070.00 651,140.00 08/01/2035 --146,515.00 146,515.00 - 02/01/2036 355,000.00 3.950%146,515.00 501,515.00 648,030.00 08/01/2036 --139,503.75 139,503.75 - 02/01/2037 370,000.00 4.100%139,503.75 509,503.75 649,007.50 08/01/2037 --131,918.75 131,918.75 - 02/01/2038 385,000.00 4.200%131,918.75 516,918.75 648,837.50 08/01/2038 --123,833.75 123,833.75 - 02/01/2039 400,000.00 4.250%123,833.75 523,833.75 647,667.50 08/01/2039 --115,333.75 115,333.75 - 02/01/2040 420,000.00 4.300%115,333.75 535,333.75 650,667.50 08/01/2040 --106,303.75 106,303.75 - 02/01/2041 435,000.00 4.350%106,303.75 541,303.75 647,607.50 08/01/2041 --96,842.50 96,842.50 - 02/01/2042 455,000.00 4.400%96,842.50 551,842.50 648,685.00 08/01/2042 --86,832.50 86,832.50 - 02/01/2043 475,000.00 4.450%86,832.50 561,832.50 648,665.00 08/01/2043 --76,263.75 76,263.75 - 02/01/2044 495,000.00 4.500%76,263.75 571,263.75 647,527.50 08/01/2044 --65,126.25 65,126.25 - 02/01/2045 520,000.00 4.500%65,126.25 585,126.25 650,252.50 08/01/2045 --53,426.25 53,426.25 - 02/01/2046 545,000.00 4.550%53,426.25 598,426.25 651,852.50 08/01/2046 --41,027.50 41,027.50 - 02/01/2047 570,000.00 4.550%41,027.50 611,027.50 652,055.00 08/01/2047 --28,060.00 28,060.00 - 02/01/2048 595,000.00 4.600%28,060.00 623,060.00 651,120.00 08/01/2048 --14,375.00 14,375.00 - 02/01/2049 625,000.00 4.600%14,375.00 639,375.00 653,750.00 Total $9,855,000.00 -$6,640,343.17 $16,495,343.17 - Yield Statistics Bond Year Dollars $154,181.50 Average Life 15.645 Years Average Coupon 4.3068352% Net Interest Cost (NIC)4.4027125% True Interest Cost (TIC)4.4051532% Bond Yield for Arbitrage Purposes 4.2654554% All Inclusive Cost (AIC)4.4786400% IRS Form 8038 Net Interest Cost 4.3068352% Weighted Average Maturity 15.645 Years Optional Redemption 02/01/2031 @100.000% Agenda Page 14 Northland Securities, Inc. Page 5 Attachment 2 – Preliminary 105% Levy Schedule Less:Less:Equals: Date Total P+I CIF 105% Levy Sewer Access Charges (SAC)Fund 102 Net Levy Levy Year Collection Year 02/01/2024 254,983.17 (254,983.17)------ 02/01/2025 647,605.00 -679,985.25 455,985.25 110,000.00 114,000.00 2023 2024 02/01/2026 650,132.50 -682,639.13 462,337.13 -220,302.00 2024 2025 02/01/2027 651,462.50 -684,035.63 198,690.63 -485,345.00 2025 2026 02/01/2028 647,585.00 -679,964.25 190,619.25 -489,345.00 2026 2027 02/01/2029 648,675.00 -681,108.75 187,763.75 -493,345.00 2027 2028 02/01/2030 649,575.00 -682,053.75 184,708.75 -497,345.00 2028 2029 02/01/2031 650,150.00 -682,657.50 181,312.50 -501,345.00 2029 2030 02/01/2032 650,250.00 -682,762.50 177,417.50 -505,345.00 2030 2031 02/01/2033 649,710.00 -682,195.50 172,850.50 -509,345.00 2031 2032 02/01/2034 648,350.00 -680,767.50 167,422.50 -513,345.00 2032 2033 02/01/2035 651,140.00 -683,697.00 166,352.00 -517,345.00 2033 2034 02/01/2036 648,030.00 -680,431.50 159,086.50 -521,345.00 2034 2035 02/01/2037 649,007.50 -681,457.88 156,112.88 -525,345.00 2035 2036 02/01/2038 648,837.50 -681,279.38 151,934.38 -529,345.00 2036 2037 02/01/2039 647,667.50 -680,050.88 146,705.88 -533,345.00 2037 2038 02/01/2040 650,667.50 -683,200.88 145,855.88 -537,345.00 2038 2039 02/01/2041 647,607.50 -679,987.88 138,642.88 -541,345.00 2039 2040 02/01/2042 648,685.00 -681,119.25 135,774.25 -545,345.00 2040 2041 02/01/2043 648,665.00 -681,098.25 131,753.25 -549,345.00 2041 2042 02/01/2044 647,527.50 -679,903.88 126,558.88 -553,345.00 2042 2043 02/01/2045 650,252.50 -682,765.13 125,420.13 -557,345.00 2043 2044 02/01/2046 651,852.50 -684,445.13 123,100.13 -561,345.00 2044 2045 02/01/2047 652,055.00 -684,657.75 119,312.75 -565,345.00 2045 2046 02/01/2048 651,120.00 -683,676.00 114,331.00 -569,345.00 2046 2047 02/01/2049 653,750.00 -686,437.50 113,092.50 -573,345.00 2047 2048--473,345.00- Total $16,495,343.17 (254,983.17) $17,052,378.00 $4,433,141.00 $110,000.00 $12,509,237.00 Agenda Page 15 Northland Securities, Inc. Page 6 Attachment 3 – Related Considerations Bank Qualification We understand the City (in combination with any subordinate taxing jurisdictions or debt issued in the City’s name by 501(c)3 corporations) anticipates issuing $10,000,000 or less in tax-exempt debt during this calendar year. Therefore the Bonds will be designated as “bank qualified” obligations pursuant to Federal Tax Law. Arbitrage Compliance Project/Construction Fund. All tax-exempt bond issues are subject to federal rebate requirements which require all arbitrage earned to be rebated to the U.S. Treasury. A rebate exemption the City expects to qualify for is the “24-month spending” exemption. Debt Service Fund. The City must maintain a bona fide debt service fund for the Bonds or be subject to yield restriction in the debt service fund. A bona fide debt service fund involves an equal matching of revenues to debt service expense with a balance forward permitted equal to the greater of the investment earnings in the fund during that year or 1/12 of the debt service of that year. The City should become familiar with the various Arbitrage Compliance requirements for this bond issue. The Resolution for the Bonds prepared by Bond Counsel explains the requirements in greater detail. Continuing Disclosure Type: Full Dissemination Agent: Northland Securities The requirements for continuing disclosure are governed by SEC Rule 15c2-12. The primary requirements of Rule 15c2-12 actually fall on underwriters. The Rule sets forth due diligence needed prior to the underwriter’s purchase of municipal securities. Part of this requirement is obtaining commitment from the issuer to provide continuing disclosure. The document describing the continuing disclosure commitments (the “Undertaking”) is contained in the Official Statement that will be prepared to offer the Bonds to investors. The City has more than $10,000,000 of outstanding debt and is required to undertake “full” continuing disclosure. Full disclosure requires annual posting of the audit and a separate continuing disclosure report, as well as the reporting of certain “material events.” Material events set forth in the Rule, including, but not limited to, bond rating changes, call notices, and issuance of “financial obligations” (such as PFA loans, leases, or bank placements) must be reported within ten business days of occurrence. The report contains annual financial information and operating data that “mirrors” material information presented in the Official Statement. The specific contents of the annual report will be described in the Undertaking that appears in the appendix of the Official Statement. Northland currently serves as dissemination agent for the City, assisting with the annual reporting. The information for the Bonds will be incorporated into our reporting. Premiums In the current market environment, it is likely that bids received from underwriters will include premiums. A premium bid occurs when the purchaser pays the City an amount in excess of the par amount of a maturity in exchange for a higher coupon (interest rate). The use of premiums reflects the bidder’s view on future market conditions, tax considerations for investors and other factors. Ultimately, the true interest cost (“TIC”) calculation will determine the lowest bid, regardless of premium. Agenda Page 16 Northland Securities, Inc. Page 7 A premium bid produces additional funds that can be used in several ways: • The premium means that the City needs less bond proceeds and can reduce the size of the issue by the amount of the premium. • The premium can be deposited in the Construction Fund and used to pay additional project costs, rather than used to reduce the size of the issue. • The premium can be deposited in the Debt Service Fund and used to pay principal and interest. Northland will work with City staff on the sale day to determine use of premium (if any). Rating A rating will be requested from Moody’s Investors Service (Moody’s). The City’s general obligation debt is currently rated "Aa2" by Moody’s. In addition, the City will enter into the Minnesota PFA State Credit Enhancement Program, which is currently rated “Aa1” for the Bonds. The State Credit Enhancement Program guarantees the payment of debt service if the City fails to make a payment. The rating process will include a conference call with the rating analyst. Northland will assist City staff in preparing for and conducting the rating call. Agenda Page 17 Northland Securities, Inc. Page 8 Attachment 4 – Calendar of Events Date Action Responsible Party March 27, 2023 Finance Plan, Credit Enhancement Program Resolution and Set Sale Resolution Sent to the City Northland April 3, 2023 Presentation of Finance Plan Set Sale Resolution Adopted Credit Enhancement Program Resolution Adopted City Council Action, Northland, Bond Counsel April 4, 2023 Preliminary Official Statement Sent to City for Sign Off and to Rating Agency Northland, City Week of April 17, 2023 Rating Conference Call Northland, City, Rating Agency May 12, 2023 Rating Received Rating Agency, City, Northland May 15, 2023 Bond Sale – 10:30 a.m. Awarding Resolution Adopted – 7:00 p.m. City Council Action, Northland, Bond Counsel June 13, 2023 Closing on the Bonds (Proceeds available) Northland, City Staff, Bond Counsel March 2023 April 2023 Sun Mon Tue Wed Thu Fri Sat Sun Mon Tue Wed Thu Fri Sat 1 2 3 4 1 5 6 7 8 9 10 11 2 3 4 5 6 7 8 12 13 14 15 16 17 18 9 10 11 12 13 14 15 19 20 21 22 23 24 25 16 17 18 19 20 21 22 26 27 28 29 30 31 23 24 25 26 27 28 29 30 May 2023 June 2023 Sun Mon Tue Wed Thu Fri Sat Sun Mon Tue Wed Thu Fri Sat 1 2 3 4 5 6 1 2 3 7 8 9 10 11 12 13 4 5 6 7 8 9 10 14 15 16 17 18 19 20 11 12 13 14 15 16 17 21 22 23 24 25 26 27 18 19 20 21 22 23 24 28 29 30 31 25 26 27 28 29 30 Holiday Important Date Agenda Page 18 Northland Securities, Inc. Page 9 Attachment 5 - Risk Factors Property Taxes: Property tax levies shown in this Finance Plan are based on projected debt service and other revenues. Final levies will be set based on the results of sale. Levies should be reviewed annually and adjusted as needed. The debt service levy must be included in the preliminary levy for annual Truth in Taxation hearings. Future Legislative changes in the property tax system, including the imposition of levy limits and changes in calculation of property values, would affect plans for payment of debt service. Delinquent payment of property taxes would reduce revenues available to pay debt service. General: In addition to the risks described above, there are certain general risks associated with the issuance of bonds. These risks include, but are not limited to: • Failure to comply with covenants in bond resolution. • Failure to comply with Undertaking for continuing disclosure. • Failure to comply with IRS regulations, including regulations related to use of the proceeds and arbitrage/rebate. The IRS regulations govern the ability of the City to issue its bonds as tax-exempt securities and failure to comply with the IRS regulations may lead to loss of tax- exemption. Agenda Page 19 MUNICIPAL ADVISORY SERVICE AGREEMENT BY AND BETWEEN THE CITY OF ALBERTVILLE, MINNESOTA AND NORTHLAND SECURITIES, INC. This Agreement is made and entered into by and between the City of Albertville, Minnesota (hereinafter "Client") and Northland Securities, Inc., of Minneapolis, Minnesota (hereinafter "Northland"). WITNESSETH WHEREAS, the Client desires to have Northland provide it with advice on the structure, terms, timing and other matters related to the issuance of the General Obligation Disposal System Bonds, Series 2023A (the “Debt”) serving in the role of municipal (financial) advisor, and WHEREAS, Northland 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, Northland 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 Client and Northland 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, Northland desires to furnish services to the Client as hereinafter described, NOW, THEREFORE, it is agreed by and between the parties as follows: SERVICES TO BE PROVIDED BY NORTHLAND Northland shall provide the Client 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 Client officials to define the scope and the objectives for the Debt. 2. Investigate and consider reasonably feasible financing alternatives. 3. Assist the Client in understanding the material risks, potential benefits, structure and other characteristics of the recommended plan for the Debt, including issue structure, estimated debt Agenda Page 20 Municipal Advisory Service Agreement 2 service payments, projected revenues, method of issuance, bond rating, sale timing, 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 Client and other project and bond issue related meetings as needed and as requested. Bond Sale 1. Assist the Client with the preparation, review and approval of the preliminary official statement (POS). 2. Assist the Client 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 Client with furnishing the rating agency(s) with any additional information required to conduct the rating review. Assist the Client with preparing and conducting the rating call or other presentation. 4. Assist the Client in receiving the bids, compute the accuracy of the bids received, and recommend to the Client the most favorable bid for award. 5. Coordinate with bond counsel the preparation of required contracts and resolutions. Post-Sale Support 1. Assist the Client 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 Client 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, Northland shall be paid a lump sum of $37,460. The fee due to Northland shall be payable by the Client upon the closing of the Bonds. Northland 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 Client 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. • Client staff expenses. • Airfare and lodging expenses of one Northland official and Client officials when and if traveling for rating agency presentations. • Rating agency fees, if any. Agenda Page 21 Municipal Advisory Service Agreement 3 • Bond insurance fees, if any. • Accounting and other related fees. It is expressly understood that there is no obligation on the part of the Client under the terms of this Agreement to issue the Debt. If the Debt is not issued, Northland agrees to pay its own expenses and receive no fee for any municipal advisory services it has rendered pursuant to this Agreement. CONFLICTS OF INTEREST Northland, as your Municipal Advisor, mitigates conflicts through its adherence to its fiduciary duty to the Client, which includes a duty of loyalty to the Client in performing all municipal advisory activities for the Client. This duty of loyalty obligates Northland to deal honestly and with the utmost good faith with the Client and to act in the Client’s best interests without regard to our own financial or other interests. In addition, because Northland is a broker-dealer with significant capital due to the nature of its overall business, the success and profitability of Northland is not dependent on maximizing short-term revenue generated from individualized recommendations to its clients but instead is dependent on long-term profitably built on a foundation of integrity, quality of service and strict adherence to its fiduciary duty. Furthermore, Northland’s municipal advisory supervisory structure leverages our long-standing and comprehensive broker-dealer supervisory processes and practices, and provides strong safeguards against individual representatives of Northland potentially departing from our 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. Northland serves a wide variety of other clients that may from time to time have interests that could have a direct or indirect impact on the interests of the Client. For example, Northland serves as Municipal Advisor to other Municipal Advisory clients and, in such cases, owes a regulatory duty to such other clients just as it does to the Client under this Agreement. These other clients may, from time to time and depending on the specific circumstances, have competing interests, such as accessing the new issue market with the most advantageous timing and with limited competition at the time of the offering. In acting in the interests of its various clients, Northland could potentially face a conflict of interest arising from these competing client interests. In other cases, as a broker-dealer that engages in underwritings of new issuances of municipal securities by other municipal entities, the interests of Northland to achieve a successful and profitable underwriting for its municipal entity underwriting clients could potentially constitute a conflict of interest if, as in the example above, the municipal entities that Northland serves as underwriter or municipal advisor have competing interests in seeking to access the new issue market with the most advantageous timing and with limited competition at the time of the offering. However, none of these other engagements or relationships would impair Northland’s ability to fulfill its regulatory duties to the Client. The compensation for services provided in this Agreement is customary in the municipal securities market, however, it may pose a conflict of interest. The fees due under this Agreement are in a fixed amount established at the outset of the Agreement. The amount is usually based upon an analysis by Client and Northland of, among other things, the expected duration and complexity of the transaction and the Scope of Services to be performed by Northland. This form of compensation presents a Agenda Page 22 Municipal Advisory Service Agreement 4 potential conflict of interest because, if the transaction requires more work than originally contemplated, Northland may suffer a loss. Thus, Northland may recommend less time-consuming alternatives, or fail to do a thorough analysis of alternatives. This conflict of interest is mitigated by supervisory policies and procedures to ensure the scope of services within the transaction align with other comparable engagements. By executing this Agreement, the Client acknowledges and accepts the potential conflicts of interest posed by the compensation to Northland. Northland does not participate in any payments to be retained, nor participate in any fee splitting agreements or arrangements. Northland is also a broker-dealer that engages in a broad range of securities-related activities to service its clients, in addition to serving as a Municipal Advisor or Underwriter. Such securities-related activities, which may include but are not limited to the buying and selling of outstanding securities, including securities of the Client, may be undertaken on behalf of, or as counterparty to, the Client, and current or potential investors in the securities of the Client. These other Northland clients may, from time to time and depending on the specific circumstances, have interests in conflict with those of the Client, such as when their buying or selling of the Client’s securities may have an adverse effect on the market for the Client’s securities. However, any potential conflict arising from Northland effecting or otherwise assisting such other clients in connection with such transactions is mitigated by means of such activities being engaged in on customary terms through other business units of Northland that operate independently from Northland’s Municipal Advisory business, thereby reducing or eliminating the likelihood that the interests of such other clients would have an impact on the services provided by Northland to the Client under this Agreement. Northland has policies and procedures in place to ensure that Northland as a broker-dealer is not participating in bidding or determining market prices for the Client’s transaction that is covered under this Agreement. Northland Capital Holdings is the parent company of Northland Securities. A subsidiary of Northland Capital Holdings is Northland Trust, Inc. Northland Trust provides paying agent services to issuers of municipal bonds. The Client 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 Northland Securities. Northland is not aware of any additional material conflicts of interest that could reasonably be anticipated to impair Northland’s ability to provide advice to or on behalf of the Client in accordance with the standards of conduct for municipal advisors. 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 Client can find information about these forms and accessing information related to Northland at www.sec.gov/municipal/oms-edgar-links. SUCCESSORS OR ASSIGNS The terms and provisions of this Agreement are binding upon and inure to the benefit of the Client and Northland and their successors or assigns. Agenda Page 23 Municipal Advisory Service Agreement 5 TERM OF THIS AGREEMENT This Agreement may be terminated by thirty (30) days written notice by either the Client or Northland and it shall terminate sixty (60) days following the closing date related to the issuance of the Debt. Dated this 3RD day of April, 2023. Northland Securities, Inc. By: _________________________________ Clifton Schultz, Managing Director City of Albertville, Minnesota By: _________________________________ Its: _________________________________ Agenda Page 24 EXTRACT OF MINUTES OF A MEETING OF THE CITY COUNCIL CITY OF ALBERTVILLE, MINNESOTA HELD: APRIL 3, 2023 Pursuant to due call and notice thereof, a regular or special meeting of the City Council of the City of Albertville, Wright County, Minnesota, was duly held at the City Hall on April 3, 2023, at 7:00 P.M. for the purpose in part of authorizing the competitive negotiated sale of the $9,855,000 General Obligation Disposal System Bonds, Series 2023A. The following members were present: and the following were absent: Member _______________ introduced the following resolution and moved its adoption: CITY OF ALBERTVILLE COUNTY OF WRIGHT STATE OF MINNESOTA RESOLUTION NO. 2023-16 RESOLUTION PROVIDING FOR THE COMPETITIVE NEGOTIATED SALE OF GENERAL OBLIGATION DISPOSAL SYSTEM BONDS, SERIES 2023A A. WHEREAS, the City Council of the City of Albertville, Minnesota (the "City"), has heretofore determined that it is necessary and expedient to issue General Obligation Disposal System Bonds, Series 2023A (the "Bonds") to finance wastewater treatment facility improvements and to pay costs associated with the issuance of the Bonds; and B. WHEREAS, the City has retained Northland Securities, Inc., in Minneapolis, Minnesota ("Northland"), as its independent municipal advisor and is therefore authorized to sell the Bonds by competitive negotiated sale in accordance with Minnesota Statutes, Section 475.60, Subdivision 2(9); and C. WHEREAS, the City has retained Taft Stettinius & Hollister LLP, in Minneapolis, Minnesota as its bond counsel for purposes of this financing. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Albertville, Minnesota, as follows: 1. Authorization. The City Council hereby authorizes Northland to solicit proposals for the competitive negotiated sale of the Bonds. 2. Meeting; Proposal Opening. The City Council shall meet at the time and place specified in the Notice of Sale, in substantially the form attached hereto as Attachment A, for the purpose of considering sealed proposals for and awarding the sale of the Bonds. The Finance Director, or designee, shall open proposals at the time and place specified in the Notice of Sale. Agenda Page 25 City of Albertville Meeting of April 3, 2023 Resolution No. 2023-16 Page 2 A-2 3. Notice of Sale. The terms and conditions of the Bonds and the negotiation thereof are in substantially in the form set forth in the Notice of Sale attached hereto as Attachment A and hereby approved and made a part hereof. 4. Official Statement. In connection with the competitive negotiated sale of the Bonds, the Finance Director and other officers or employees of the City are hereby authorized to cooperate with Northland and participate in the preparation of an official statement for the Bonds, and to execute and deliver it on behalf of the City upon its completion. The motion for the adoption of the foregoing resolution was duly seconded by member _______________ and, after full discussion thereof and upon a vote being taken thereon, the following voted in favor thereof: and the following voted against the same: Whereupon the resolution was declared duly passed and adopted. Agenda Page 26 City of Albertville Meeting of April 3, 2023 Resolution No. 2023-16 Page 3 A-3 STATE OF MINNESOTA COUNTY OF WRIGHT CITY OF ALBERTVILLE I, the undersigned, being the duly qualified and acting City Clerk of the City of Albertville, Minnesota, DO HEREBY CERTIFY that I have compared the attached and foregoing extract of minutes with the original thereof on file in my office, and that the same is a full, true and complete transcript of the minutes of a meeting of the City Council duly called and held on the date therein indicated, insofar as such minutes relate to the City's $9,855,000 General Obligation Disposal System Bonds, Series 2023A. WITNESS my hand on April 3, 2023. __________________________________ City Clerk Agenda Page 27 City of Albertville Meeting of April 3, 2023 Resolution No. 2023-16 Page 4 A-4 ATTACHMENT A NOTICE OF SALE $9,855,000* GENERAL OBLIGATION DISPOSAL SYSTEM BONDS, SERIES 2023A CITY OF ALBERTVILLE, MINNESOTA (Book-Entry Only) NOTICE IS HEREBY GIVEN that these Bonds will be offered for sale according to the following terms: TIME AND PLACE: Proposals (also referred to herein as “bids”) will be opened by the City’s Finance Director, or designee, on Monday, May 15, 2023, at 10:30 A.M., CT, at the offices of Northland Securities, Inc. (the City’s “Municipal Advisor”), 150 South 5th Street, Suite 3300, Minneapolis, Minnesota 55402. Consideration of the Proposals for award of the sale will be by the City Council at its meeting at the City Offices beginning Monday, May 15, 2023 at 7:00 P.M., CT. SUBMISSION OF PROPOSALS Proposals may be: a) submitted to the office of Northland Securities, Inc., b) faxed to Northland Securities, Inc. at 612-851-5918, c) emailed to PublicSale@northlandsecurities.com d) for proposals submitted prior to the sale, the final price and coupon rates may be submitted to Northland Securities, Inc. by telephone at 612-851-5900 or 612-851-5915, or e) submitted electronically. Notice is hereby given that electronic proposals will be received via PARITY™, or its successor, in the manner described below, until 10:30 A.M., CT, on Monday, May 15, 2023. Proposals may be submitted electronically via PARITY™ or its successor, pursuant to this Notice until 10:30 A.M., CT, but no Proposal will be received after the time for receiving Proposals specified above. To the extent any instructions or directions set forth in PARITY™, or its successor, conflict with this Notice, the terms of this Notice shall control. For further information about PARITY™, or its successor, potential bidders may contact Northland Securities, Inc. or i-Deal at 1359 Broadway, 2nd floor, New York, NY 10018, telephone 212-849-5021. Neither the City nor Northland Securities, Inc. assumes any liability if there is a malfunction of PARITY™ or its successor. All bidders are advised that each Proposal shall be deemed to constitute a contract between the bidder and the City to purchase the Bonds regardless of the manner in which the Proposal is submitted. BOOK-ENTRY SYSTEM * The City reserves the right to increase or decrease the principal amount of the Bonds. Any such increase or decrease will be made in multiples of $5,000 and may be made in any maturity. If any maturity is adjusted, the purchase price will also be adjusted to maintain the same gross spread. Agenda Page 28 City of Albertville Meeting of April 3, 2023 Resolution No. 2023-16 Page 5 A-5 The Bonds will be issued by means of a book-entry system with no physical distribution of bond certificates made to the public. The Bonds will be issued in fully registered form and one bond certificate, representing the aggregate principal amount of the Bonds maturing in each year, will be registered in the name of Cede & Co. as nominee of Depository Trust Company (“DTC”), New York, New York, which will act as securities depository of the Bonds. Individual purchases of the Bonds may be made in the principal amount of $5,000 or any multiple thereof of a single maturity through book entries made on the books and records of DTC and its participants. Principal and interest are payable by the City through Northland Trust Services, Inc., Minneapolis, Minnesota (the “Paying Agent/Registrar”), to DTC, or its nominee as registered owner of the Bonds. Transfer of principal and interest payments to participants of DTC will be the responsibility of DTC; transfer of principal and interest payments to beneficial owners by participants will be the responsibility of such participants and other nominees of beneficial owners. The successful bidder, as a condition of delivery of the Bonds, will be required to deposit the bond certificates with DTC. The City will pay reasonable and customary charges for the services of the Paying Agent/Registrar. DATE OF ORIGINAL ISSUE OF BONDS Date of Delivery (Estimated to be June 13, 2023) AUTHORITY/PURPOSE/SECURITY The Bonds are being issued pursuant to Minnesota Statutes, Chapter 475 and Section 115.46. Proceeds will be used to finance wastewater treatment facility improvements and to pay the costs associated with the issuance of the Bonds. The Bonds are payable from ad valorem taxes on all taxable property within the City. The full faith and credit of the City is pledged to their payment and the City has validly obligated itself to levy ad valorem taxes in the event of any deficiency in the debt service account established for this issue. INTEREST PAYMENTS Interest is due semiannually on each February 1 and August 1, commencing February 1, 2024, to registered owners of the Bonds appearing of record in the Bond Register as of the close of business on the fifteenth day (whether or not a business day) of the calendar month next preceding such interest payment date. MATURITIES Principal is due annually on February 1, inclusive, in each of the years and amounts as follows: Year Amount Year Amount Year Amount Year Amount Year Amount 2025 $245,000 2030 $290,000 2035 $345,000 2040 $420,000 2045 $520,000 2026 255,000 2031 300,000 2036 355,000 2041 435,000 2046 545,000 2027 265,000 2032 310,000 2037 370,000 2042 455,000 2047 570,000 2028 270,000 2033 320,000 2038 385,000 2043 475,000 2048 595,000 2029 280,000 2034 330,000 2039 400,000 2044 495,000 2049 625,000 Proposals for the Bonds may contain a maturity schedule providing for any combination of serial bonds and term bonds, subject to mandatory redemption, so long as the amount of principal maturing or subject to mandatory redemption in each year conforms to the maturity schedule set forth above. Agenda Page 29 City of Albertville Meeting of April 3, 2023 Resolution No. 2023-16 Page 6 A-6 INTEREST RATES All rates must be in integral multiples of 1/20th or 1/8th of 1%. The rate for any maturity may not be more than 2.00% less than the rate for any preceding maturity. All Bonds of the same maturity must bear a single uniform rate from date of issue to maturity. ESTABLISHMENT OF ISSUE PRICE (HOLD-THE-OFFERING-PRICE RULE MAY APPLY – BIDS NOT CANCELLABLE) The winning bidder shall assist the City in establishing the issue price of the Bonds and shall execute and deliver to the City at closing an “issue price” or similar certificate setting forth the reasonably expected initial offering price to the public or the sales price or prices of the Bonds, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit A, with such modifications as may be appropriate or necessary, in the reasonable judgment of the winning bidder, the City and Bond Counsel. All actions to be taken by the City under this Notice of Sale to establish the issue price of the Bonds may be taken on behalf of the City by the City’s Municipal Advisor and any notice or report to be provided to the City may be provided to the City’s Municipal Advisor. The City intends that the provisions of Treasury Regulation Section 1.148-1(f)(3)(i) (defining “competitive sale” for purposes of establishing the issue price of the Bonds) will apply to the initial sale of the Bonds (the “competitive sale requirements”) because: (1) the City shall disseminate this Notice of Sale to potential underwriters in a manner that is reasonably designed to reach potential underwriters; (2) all bidders shall have an equal opportunity to bid; (3) the City may receive bids from at least three underwriters of municipal bonds who have established industry reputations for underwriting new issuances of municipal bonds; and (4) the City anticipates awarding the sale of the Bonds to the bidder who submits a firm offer to purchase the Bonds at the highest price (or lowest cost), as set forth in this Notice of Sale. Any bid submitted pursuant to this Notice of Sale shall be considered a firm offer for the purchase of the Bonds, as specified in the bid. In the event that the competitive sale requirements are not satisfied, the City shall promptly so advise the winning bidder. The City may then determine to treat the initial offering price to the public as of the award date of the Bonds as the issue price of each maturity by imposing on the winning bidder the Hold- the-Offering-Price Rule as described in the following paragraph (the “Hold-the-Offering-Price Rule”). Bids will not be subject to cancellation in the event that the City determines to apply the Hold-the- Offering-Price Rule to the Bonds. Bidders should prepare their bids on the assumption that the Bonds will be subject to the Hold-the-Offering-Price Rule in order to establish the issue price of the Bonds. By submitting a bid, the winning bidder shall (i) confirm that the underwriters have offered or will offer the Bonds to the public on or before the date of award at the offering price or prices (the “Initial Offering Price”), or at the corresponding yield or yields, set forth in the bid submitted by the winning bidder and (ii) agree, on behalf of the underwriters participating in the purchase of the Bonds, that the underwriters will neither offer nor sell unsold Bonds of any maturity to which the Hold-the-Offering Price Rule shall apply to any person at a price that is higher than the Initial Offering Price to the public during the period starting on the award date for the Bonds and ending on the earlier of the following: (1) the close of the fifth (5th) business day after the award date; or Agenda Page 30 City of Albertville Meeting of April 3, 2023 Resolution No. 2023-16 Page 7 A-7 (2) the date on which the underwriters have sold at least 10% of a maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price to the public (the “10% Test”), at which time only that particular maturity will no longer be subject to the Hold-the-Offering-Price Rule. The City acknowledges that, in making the representations set forth above, the winning bidder will rely on (i) the agreement of each underwriter to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold-the-Offering-Price Rule, if applicable to the Bonds, as set forth in an agreement among underwriters and the related pricing wires, (ii) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including but not limited to, its agreement to comply with the Hold-the-Offering-Price Rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (iii) in the event that an underwriter or dealer who is a member of the selling group is a party to a third-party distribution agreement that was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold-the-Offering-Price Rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The City further acknowledges that each underwriter shall be solely liable for its failure to comply with its agreement regarding the requirements for establishing issue price of the Bonds, including but not limited to, its agreement to comply with the Hold-the-Offering-Price Rule, if applicable to the Bonds, and that no underwriter shall be liable for the failure of any other underwriter, or of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold-the-Offering-Price Rule if applicable to the Bonds. By submitting a bid, each bidder confirms that: (i) any agreement among underwriters, any selling group agreement and each third-party distribution agreement (to which the bidder is a party) relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each underwriter, each dealer who is a member of the selling group, and each broker- dealer that is a party to such third-party distribution agreement, as applicable, (A) to comply with the Hold-the-Offering-Price Rule, if applicable if and for so long as directed by the winning bidder and as set forth in the related pricing wires, (B) to promptly notify the winning bidder of any sales of Bonds that to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and (C) to acknowledge that, unless otherwise advised by the underwriter, dealer or broker-dealer, the winning bidder shall assume that each order submitted by the underwriter, dealer or broker-dealer is a sale to the public, and (ii) any agreement among underwriters or selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each underwriter or dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such retail distribution agreement to comply with the Hold-the-Offering-Price Rule, if applicable, in each case if and for so long as directed by the winning bidder or the underwriter and as set forth in the related pricing wires. Notes: Sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this Notice of Sale. Further, for purposes of this Notice of Sale: (1) “public” means any person other than an underwriter or a related party, Agenda Page 31 City of Albertville Meeting of April 3, 2023 Resolution No. 2023-16 Page 8 A-8 (2) “underwriter” means (A) any person that agrees pursuant to a written contract with the City (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a third-party distribution agreement participating in the initial sale of the Bonds to the public). (3) a purchaser of any of the Bonds is a “related party” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (A) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation or another), (B) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (C) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other), and (4) “sale date” means the date that the Bonds are awarded by the City to the winning bidder. ADJUSTMENS TO PRINCIPAL AMOUNT AFTER PROPOSALS The City reserves the right to increase or decrease the principal amount of the Bonds. Any such increase or decrease will be made in multiples of $5,000 and may be made in any maturity. If any maturity is adjusted, the purchase price will also be adjusted to maintain the same gross spread. Such adjustments shall be made promptly after the sale and prior to the award of Proposals by the City and shall be at the sole discretion of the City. The successful bidder may not withdraw or modify its Proposal once submitted to the City for any reason, including post-sale adjustment. Any adjustment shall be conclusive and shall be binding upon the successful bidder. OPTIONAL REDEMPTION Bonds maturing on February 1, 2032 through 2049 are subject to redemption and prepayment at the option of the City on February 1, 2031 and any date thereafter, at a price of par plus accrued interest. Redemption may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, the maturities and principal amounts within each maturity to be redeemed shall be determined by the City and if only part of the Bonds having a common maturity date are called for prepayment, the specific Bonds to be prepaid shall be chosen by lot by the Bond Registrar. CUSIP NUMBERS If the Bonds qualify for assignment of CUSIP numbers such numbers will be printed on the Bonds, but neither the failure to print such numbers on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the successful bidder thereof to accept delivery of and pay for the Bonds in accordance with terms of the purchase contract. The CUSIP Service Bureau charge for the assignment of CUSIP identification numbers shall be paid by the successful bidder. DELIVERY Delivery of the Bonds will be within thirty-five days after award, subject to an approving legal opinion by Taft Stettinius and Hollister, LLP, Bond Counsel. The legal opinion will be paid by the City and delivery will be anywhere in the continental United States without cost to the successful bidder at DTC. Agenda Page 32 City of Albertville Meeting of April 3, 2023 Resolution No. 2023-16 Page 9 A-9 TYPE OF PROPOSAL Proposals of not less than $9,707,175 (98.50%) and accrued interest on the principal sum of $9,855,000 must be filed with the undersigned prior to the time of sale. Proposals must be unconditional except as to legality. Proposals for the Bonds should be delivered to Northland Securities, Inc. and addressed to: Tina Lannes, Finance Director 5959 Main Avenue NE PO Box 9 Albertville, Minnesota 55301 A good faith deposit (the “Deposit”) in the amount of $197,100 in the form of a federal wire transfer (payable to the order of the City) is only required from the apparent winning bidder, and must be received within two hours after the time stated for the receipt of Proposals. The apparent winning bidder will receive notification of the wire instructions from the Municipal Advisor promptly after the sale. If the Deposit is not received from the apparent winning bidder in the time allotted, the City may choose to reject their Proposal and then proceed to offer the Bonds to the next lowest bidder based on the terms of their original proposal, so long as said bidder wires funds for the Deposit amount within two hours of said offer. The City will retain the Deposit of the successful bidder, the amount of which will be deducted at settlement and no interest will accrue to the successful bidder. In the event the successful bidder fails to comply with the accepted Proposal, said amount will be retained by the City. No Proposal can be withdrawn after the time set for receiving Proposals unless the meeting of the City scheduled for award of the Bonds is adjourned, recessed, or continued to another date without award of the Bonds having been made. AWARD The Bonds will be awarded on the basis of the lowest interest rate to be determined on a true interest cost (TIC) basis. The City’s computation of the interest rate of each Proposal, in accordance with customary practice, will be controlling. In the event of a tie, the sale of the Bonds will be awarded by lot. The City will reserve the right to: (i) waive non-substantive informalities of any Proposal or of matters relating to the receipt of Proposals and award of the Bonds, (ii) reject all Proposals without cause, and (iii) reject any Proposal which the City determines to have failed to comply with the terms herein. INFORMATION FROM SUCCESSFUL BIDDER The successful bidder will be required to provide, in a timely manner, certain information relating to the initial offering price of the Bonds necessary to compute the yield on the Bonds pursuant to the provisions of the Internal Revenue Code of 1986, as amended. OFFICIAL STATEMENT By awarding the Bonds to any underwriter or underwriting syndicate submitting a Proposal therefor, the City agrees that, no more than seven business days after the date of such award, it shall provide to the senior managing underwriter of the syndicate to which the Bonds are awarded, the Final Official Statement in an electronic format as prescribed by the Municipal Securities Rulemaking Board (MSRB). Agenda Page 33 City of Albertville Meeting of April 3, 2023 Resolution No. 2023-16 Page 10 A-10 FULL CONTINUING DISCLOSURE UNDERTAKING The City will covenant in the resolution awarding the sale of the Bonds and in a Continuing Disclosure Undertaking to provide, or cause to be provided, annual financial information, including audited financial statements of the City, and notices of certain material events, as required by SEC Rule 15c2-12. BANK QUALIFICATION The City will designate the Bonds as qualified tax-exempt obligations for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. BOND INSURANCE AT UNDERWRITER’S OPTION If the Bonds qualify for issuance of any policy of municipal bond insurance or commitment therefor at the option of the successful bidder, the purchase of any such insurance policy or the issuance of any such commitment shall be at the sole option and expense of the successful bidder of the Bonds. Any increase in the costs of issuance of the Bonds resulting from such purchase of insurance shall be paid by the successful bidder, except that, if the City has requested and received a rating on the Bonds from a rating agency, the City will pay that rating fee. Any other rating agency fees shall be the responsibility of the successful bidder. Failure of the municipal bond insurer to issue the policy after the Bonds have been awarded to the successful bidder shall not constitute cause for failure or refusal by the successful bidder to accept delivery on the Bonds. The City reserves the right to reject any and all Proposals, to waive informalities and to adjourn the sale. Dated: April 3, 2023 BY ORDER OF THE ALBERTVILLE CITY COUNCIL /s/ Tina Lannes Finance Director Additional information may be obtained from: Northland Securities, Inc. 150 South 5th Street, Suite 3300 Minneapolis, Minnesota 55402 Telephone No.: 612-851-5900 Agenda Page 34 City of Albertville Meeting of April 3, 2023 Resolution No. 2023-16 Page 11 A-11 EXHIBIT A [FORM OF ISSUE PRICE CERTIFICATE – COMPETITIVE SALE SATISFIED] The undersigned, on behalf of ______________________________ (the "Underwriter"), hereby certifies as set forth below with respect to the sale of the General Obligation Disposal System Bonds, Series 2023A (the "Bonds") of the City of Albertville, Minnesota (the "Issuer"). 1. Reasonably Expected Initial Offering Price. As of the Sale Date, the reasonably expected initial offering prices of the Bonds to the Public by the Underwriter are the prices listed in Schedule A (the "Expected Offering Prices"). The Expected Offering Prices are the prices for the Maturities of the Bonds used by the Underwriter in formulating its bid to purchase the Bonds. Attached as Schedule B is a true and correct copy of the bid provided by the Underwriter to purchase the Bonds. The Underwriter was not given the opportunity to review other bids prior to submitting its bid. The bid submitted by the Underwriter constituted a firm offer to purchase the Bonds. 2. Defined Terms. "Maturity" means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate Maturities. "Public" means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term "related party" for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. "Sale Date" means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is ______________________________. "Underwriter" means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public). The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents the Underwriter's interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Nonarbitrage Certificate and with respect to compliance with the federal income tax rules affecting the Bonds, and by Taft Stettinius & Hollister LLP, Bond Counsel in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds. Dated: June 13, 2023. Agenda Page 35 City of Albertville Meeting of April 3, 2023 Resolution No. 2023-16 Page 12 A-12 [FORM OF ISSUE PRICE CERTIFICATE – HOLD-THE-OFFERING-PRICE RULE APPLIES] The undersigned, on behalf of ________________________________(the "Underwriter"), on behalf of itself, hereby certifies as set forth below with respect to the sale and issuance of General Obligation Disposal System Bonds, Series 2023A (the "Bonds") of the City of Albertville, Minnesota (the "Issuer"). 1. Initial Offering Price of the Bonds. a) The Underwriter offered each Maturity of the Bonds to the Public for purchase at the respective initial offering prices listed in Schedule A (the "Initial Offering Prices") on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule B. b) As set forth in the Notice of Sale and bid award, the Underwriter has agreed in writing that, (i) for each Maturity of the Bonds, it would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the "hold-the-offering-price rule"), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any retail distribution agreement shall contain the agreement of each broker-dealer who is a party to the retail distribution agreement, to comply with the hold-the-offering-price rule. Pursuant to such agreement, no Underwriter (as defined below) has offered or sold any Maturity of the Bonds at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period. 2. Defined Terms. a) "Holding Period" means, for each Maturity of the Bonds, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date (________________), or (ii) the date on which the Underwriter has sold at least 10% of such Maturity of the Bonds to the Public at prices that are no higher than the Initial Offering Price for such Maturity. b) "Maturity" means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate Maturities. c) "Public" means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term "related party" for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. d) "Sale Date" means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is ________________________. e) "Underwriter" means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member Agenda Page 36 City of Albertville Meeting of April 3, 2023 Resolution No. 2023-16 Page 13 A-13 of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public). The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents the Representative's interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Nonarbitrage Certificate and with respect to compliance with the federal income tax rules affecting the Bonds, and by Taft Stettinius & Hollister LLP, Bond Counsel, in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds. Dated: June 13, 2023. Agenda Page 37 CERTIFICATION OF MINUTES RELATING TO GENERAL OBLIGATION DISPOSAL SYSTEM BONDS, SERIES 2023A; COVENANTING AND OBLIGATING THE CITY TO BE BOUND BY AND TO USE THE PROVISIONS OF MINNESOTA STATUTES, SECTION 446A.086 TO GUARANTEE THE PAYMENT OF THE PRINCIPAL AND INTEREST ON THE BONDS ISSUER: City of Albertville, Minnesota BODY: City Council KIND, DATE, TIME AND PLACE OF MEETING: A regular meeting held on Monday, April 3, 2023, at 7:00 p.m., in the City Offices MEMBERS PRESENT: MEMBERS ABSENT: Documents Attached: Extract of Minutes of said meeting. RESOLUTION RELATING TO THE ISSUANCE OF GENERAL OBLIGATION DISPOSAL SYSTEM BONDS, SERIES 2023A; COVENANTING AND OBLIGATING THE CITY TO BE BOUND BY AND TO USE THE PROVISIONS OF MINNESOTA STATUTES, SECTION 446A.086 TO GUARANTEE THE PAYMENT OF THE PRINCIPAL AND INTEREST ON THE BONDS I, the undersigned, being the duly qualified and acting recording officer of the public corporation issuing the obligations referred to in the title of this certificate, certify that the documents attached hereto, as described above, have been carefully compared with the original records of said corporation in my legal custody, from which they have been transcribed; that said documents are a correct and complete transcript of the minutes of a meeting of the governing body of said corporation, and correct and complete copies of all resolutions and other actions taken and of all documents approved by the governing body at said meeting, so far as they relate to said obligations; and that said meeting was duly held by the governing body at the time and place and was attended throughout by the members indicated above, pursuant to call and notice of such meeting given as required by law. WITNESS MY HAND officially as such recording officer on April 3, 2023. City Clerk Agenda Page 38 EXTRACT OF MINUTES OF A MEETING OF THE CITY COUNCIL OF THE CITY OF ALBERTVILLE STATE OF MINNESOTA HELD: Monday, April 3, 2023 Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of Albertville, State of Minnesota, was duly held on Monday, April 3, 2023 at 7:00 p.m. Member ____________ introduced the following resolution and moved its adoption: CITY OF ALBERTVILLE COUNTY OF WRIGHT STATE OF MINNESOTA RESOLUTION NO. 2023-17 RESOLUTION RELATING TO THE ISSUANCE OF GENERAL OBLIGATION DISPOSAL SYSTEM BONDS, SERIES 2023A; COVENANTING AND OBLIGATING THE CITY TO BE BOUND BY AND TO USE THE PROVISIONS OF MINNESOTA STATUTES, SECTION 446A.086 TO GUARANTEE THE PAYMENT OF THE PRINCIPAL AND INTEREST ON THE BONDS BE IT RESOLVED by the City Council of the City of Albertville, State of Minnesota (herein, the “City”), as follows: 1. The City Council hereby finds and declares that it is necessary and expedient for the City to sell and issue its fully registered general obligation disposal system bonds in the total aggregate principal amount of approximately $10,000,000 (herein, the “Bonds”). The proceeds of the Bonds will be used, together with any additional funds of the City which might be required, to finance (i) wastewater treatment facility improvements, and (ii) to pay the costs associated with issuing the Bonds. 2. Minnesota Public Facilities Authority Credit Enhancement Program The following documents have been submitted to the Council and are on file in the office of the City Administrator: A. Form of Minnesota Public Facilities Authority (the “PFA”) Credit Enhancement Program Agreement (the “Agreement”); and B. Application for Participation in the PFA Credit Enhancement Program (the “Application”). The Agreement and the Application are authorized and approved in substantially the forms presented to the Council. Submission of the Application to the PFA and payment of related fees are approved. The Agreement shall be prepared for execution in accordance with the approved forms and shall be signed by the manual signature of the Mayor and attested by the manual signature of the City Finance Director. Agenda Page 39 City of Albertville Meeting of April 3, 2023 Resolution No. 2023-16 Page 2 The City hereby covenants and obligates itself to be bound by the provisions of Minnesota Statutes, Section 446A.086, as it may be amended from time to time (the “Credit Enhancement Act”). The City understands that as a result of its covenant to be bound by the provisions of the Credit Enhancement Act, the provisions of the Credit Enhancement Act shall be binding as long as any Bonds of this issue remain outstanding. The City further covenants to comply with all procedures now or hereafter established pursuant to the Credit Enhancement Act by the PFA and otherwise to take such actions as necessary to comply with the Credit Enhancement Act. The Mayor or City Finance Director is authorized to execute any applicable PFA forms and to provide for the payment of the City’s application fee of $500.00 payable to the Authority, which fee is required to be submitted with the executed forms. The motion for the adoption of the foregoing resolution was duly seconded by Member ___________, and upon vote being taken thereon, the following voted in favor thereof: and the following voted against the same: Whereupon said resolution was declared duly passed and adopted. Agenda Page 40 CE Program Agreement Page 1 of 3 (rev. 9/19) MINNESOTA PUBLIC FACILITIES AUTHORITY CREDIT ENHANCEMENT PROGRAM AGREEMENT This Credit Enhancement Program Agreement, ("the Agreement"), is made between the Minnesota Public Facilities Authority (the "Authority") and the Cityof Albertville, Minnesota (the "Governmental Unit"), in order to comply with the requirements of Minnesota Statutes, Section 446A.086 (the “Act”). The Governmental Unit has passed a resolution dated April 3, 2023, (the “Resolution) authorizing the issuance of its $10,000,000 General Obligation Disposal System Bonds, Series 2023A (the “Bonds”), the proceeds of which will be used to provide funds for wastewater treatment facility improvements. The Governmental Unit represents that the Resolution authorizes the Governmental Unit to enter into this Agreement and obligates the Governmental Unit to be bound by the provisions of the Act. The Governmental Unit and the Authority agree as follows: Section 1. The Governmental Unit will deposit with Northland Trust Services, Inc. (and any subsequent paying agent) (the “Paying Agent”) three business days before the date on which each payment is due on the Bonds an amount sufficient to make that payment. Section 2. The Governmental Unit will notify the Authority not less than 15 business days prior to the date a payment is due on the Bonds if the Governmental Unit will be unable to make all or a portion of the payment. Notification shall be provided by faxing and mailing a completed and executed Notification of Potential Default form to the Authority. Section 3. The Governmental Unit will include a provision in its agreement with the Paying Agent for the Bonds that requires the Paying Agent to immediately inform the Minnesota Commissioner of Management and Budget, with a copy to the Authority, if the Paying Agent becomes aware of a default or potential default in the payment of principal or interest on the Bonds or if, on the day two business days before the date a payment is due on the Bonds, there are insufficient funds on deposit with the Paying Agent to make the payment. For purposes of this paragraph and the Act, funds invested in a refunding escrow account established under Minnesota Statutes, Section. 475.67 that are to become available to the Paying Agent on a principal or interest payment date are deemed to be on deposit with the Paying Agent three business days before the payment date. Section 4. The provisions of this Agreement are binding with respect to the Bonds as long as the Bonds remain outstanding. Section 5. According to its terms, the Act is a contract with bondholders and may not be amended or repealed for the covered bonds so long as the covered bonds are outstanding. Section 6. The Governmental Unit agrees to provide the Authority with a copy of the final debt service schedule for the Bonds within 30 days of the closing date and an estimate of the interest savings that will be achieved by participation in the program. Agenda Page 41 CE Program Agreement Page 2 of 3 (rev. 9/19) Section 7. The Authority has reviewed the application of the Governmental Unit dated April 3, 2023, and, based solely upon the application, the opinion of bond counsel and the provisions of this Agreement, verifies that the Bonds are participating in the Credit Enhancement Program established pursuant to the Act, and that if the Governmental Unit is unable to make any portion of the payment on the Bonds on or before the date due, the State of Minnesota, acting through the Authority, shall make such payment in its place pursuant to the Act, providing that funds are available in the State General Fund. The obligation to make a payment under the Act is not a general obligation of the State of Minnesota. The Act does not obligate the legislature to provide for the availability of funds in the General Fund for this purpose. Section 8. The Authority will provide to the Governmental Unit upon request, or to its duly authorized agent, any information which the State of Minnesota files with the Nationally Recognized Municipal Securities Information Repositories pursuant to the State’s obligations under rule 15c2-12. Section 9. The Governmental Unit agrees to notify the Authority if the Paying Agent is replaced by a subsequent paying agent and to provide to the Authority a certification by the subsequent paying agent in the form set forth for the original paying agent below. IN WITNESS WHEREOF, the Authority and the Governmental Unit acknowledge their assent to this Agreement and agree to be bound by its terms and the terms of the Act through their signatures entered below. 1. CITY OF ALBERTVILLE, MINNESOTA: By: ________________________________ Title: Mayor Date: 4-3-23 By: ________________________________ Title: Finance Director Date: 4-3-23 2. PUBLIC FACILITIES AUTHORITY: By (auth. signature): ________________________ Title: Executive Director Date: ____________________________________ 3. COMMISSIONER OF ADMINISTRATION: As delegated to: Office of State Procurement By (auth. signature): _______________________ Date: ___________________________________ Admin ID: _______________________________ Agenda Page 42 CE Program Agreement Page 3 of 3 (rev. 9/19) PAYING AGENT CERTIFICATION The undersigned Paying Agent for the bonds of the City of Albertville , Minnesota in the original principal amount of $ 10,000,000 referred to in the Agreement to which this certification is attached acknowledges, understands, and agrees to be bound by the procedures contained in Minnesota Statutes, Section 446A.086 and the Agreement which, in part, requires that the Paying Agent notify the Minnesota Commissioner of Management and Budget, with a copy to the Minnesota Public Facilities Authority if it becomes aware of a default or a potential default in the payment of principal or interest on those debt obligations, or if, on the day two business days prior to the date a payment is due on those debt obligations, there are insufficient funds to make the payment on deposit with the Paying Agent. Notification shall be provided by faxing and mailing a completed and executed Paying Agent Notification of Potential Default form to the Commissioner of Management and Budget and the Authority. I, Scott Miles, do hereby certify that I am a Chief Operating Officer/Cashier duly appointed and acting as such, of the Paying Agent, and am authorized to execute this Certificate on behalf of the Paying Agent. By: _______________________________________ Date: 4/3/23 Signature - Paying Agent Authorized Representative T O B E C O M P L E T E D B Y T H E P A Y I N G A G E N T Name of Paying Agent Northland Trust Services, Inc. Address 150 South Fifth Street, Suite 3300 City Minneapolis State MN Zip 55402 Paying Agent Contact Person Scott Miles Title Chief Operating Officer/Cashier Telephone Number 612-851-5914 Fax Number 612-851-4933 Paying Agent’s Name of Bank Wells Fargo Bank, N.A. Paying Agent’s Bank Account Name Northland Trust Services Inc Bank Association Number 121000248 Paying Agent Bank Account Number 143-6412710 Paying Agent Federal Tax ID 20-1369079 State Tax ID 7134229 Agenda Page 43