Resolution - #12-04-054 - 04/24/2012

Home

City of Ramsey, Minnesota (the "Authority ") and F & C Ramsey, LLC (the "Borrower "), as to the development of the Project (the "Development Agreement "); and D. WHEREAS, pursuant to Article VIII of the Development Agreement the Authority will make a loan to the Borrower ( "Loan No. 2 ") to finance eligible costs of the Project. The Borrower has agreed to repay Loan No. 2 and execute and deliver to the Authority Note No. 2 ( "Note No. 2 ") in accordance with the provisions of Article VIII of the Development Agreement. In addition David M. Flaherty will execute a Personal Guaranty (the "Personal Guaranty ") in favor of the Authority to provide security for the performance of the Borrower's obligations under Note No. 2. E. WHEREAS, the City Council hereby determines and declares that it is necessary and expedient to issue Taxable General Obligation Tax Increment Bonds, Series 2012B in the amount of $7,320,000 (the "Bonds" or individually a "Bond "), pursuant to Minnesota Statutes, Chapter 475 and the Act, to finance the Project; and F. WHEREAS, the City has retained Ehlers & Associates, Inc., in St. Paul, Minnesota ( "Ehlers "), as its independent financial advisor for the sale of the Bonds and was therefore authorized to sell the Bonds by private negotiation in accordance with Minnesota Statutes, Section 475.60, Subdivision 2(9) and proposals to purchase the Bonds have been solicited by Ehlers; and G. WHEREAS, the proposals set forth on Exhibit A attached hereto were received by the Administrator, or designee, at the offices of Ehlers at 11:00 a.m. on April 24, 2012 pursuant to the Terms of Proposal established for the Bonds; and H. WHEREAS, it is in the best interests of the City that the Bonds be issued in book - entry form as hereinafter provided; and NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Ramsey, Minnesota, as follows: 1. Acceptance of Proposal. The proposal of Northland Securities, Inc. (the "Purchaser "), to purchase the Bonds, in accordance with the Terms of Proposal established for the Bonds, at the rates of interest hereinafter set forth, and to pay therefor the sum of $7,252,554.95, plus interest accrued to settlement, is hereby found, determined and declared to be the most favorable proposal received, is hereby accepted and the Bonds are hereby awarded to the Purchaser. The Finance Director is directed to retain the deposit of the Purchaser and to forthwith return to the unsuccessful bidders any good faith checks or drafts. 2. Bond Terms. (a) Title; Original Issue Date; Denominations; Maturities. The Bonds shall be titled "Taxable General Obligation Tax Increment Bonds, Series 2012B ", shall be dated June 5, 2012, as the date of original issue, shall be issued forthwith on or after such date in fully registered form, shall be numbered from R -1 upward in the denomination of $5,000 each or in any integral multiple thereof of a single maturity (the "Authorized Denominations ") and shall mature on June 1 in the years and amounts as follows: 4590579v1 2