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NORTHLAND <br />July 2, 2013 <br />Ms. Diana Lund <br />Finance Director <br />City of Ramsey <br />7550 Sunwood Drive NW <br />Ramsey, MN 55303-5137 <br />SECURITIES. <br />RE: General Obligation Equipment Certificates of Indebtedness, Series 2013A <br />Dear Diana: <br />In recent years, Congress has enacted legislation seeking to reform financial markets in the wake of <br />the Great Recession. One of the most prominent pieces of legislation is the Dodd -Frank Wall Street <br />Reform and Consumer Protection Act. The implementation of Dodd -Frank has led to a series of <br />regulatory changes governing municipal securities. One objective of the regulations is to promote a <br />clear understanding between issuer and underwriter in negotiated financings. <br />The City of Ramsey (the "City") has asked Northland Securities to assist you in the issuance of <br />General Obligation Equipment Certificates of Indebtedness (the "Certificates" or the "Issue") by <br />acting as underwriter for the Certificates. Northland has a duty under rules of the Municipal <br />Securities Rulemaking Board (MSRB) to make certain disclosures to the City concerning its role, its <br />compensation, and actual or potential material conflicts of interest. In engaging Northland in this <br />capacity, the City should be aware of the following: <br />1. Acting as underwriter for the Certificates, Northland will provide advice to the City with respect <br />to the structure, timing, terms, and other similar matters concerning the Certificates. The City is <br />responsible for understanding and assessing the implications of the Certificates. <br />2. Northland will arrange for the placement or sale of the Certificates in an arm's-length commercial <br />transaction with the City: In this process, Northland is required to deal fairly at all times with <br />both the City and investors. Northland has a duty to assist in placing the Certificates for the City <br />at a fair and reasonable price, but must balance that duty with its duty to place or sell municipal <br />securities to investors at prices that are fair and reasonable. <br />3. Under MSRB rules, Northland does not have a legal fiduciary duty to the City (unlike a <br />municipal advisor) and is, therefore, not required by federal law to act in the best interests of the <br />City without regard to its own financial or other interests. Northland has financial and other <br />interests that differ from those of the City. <br />4. Northland's compensation is based on the size of the Issue and is contingent on the closing of the <br />Certificates. The MSRB has identified this means of compensation as presenting a conflict of <br />interest, because it may cause Northland to recommend a transaction that it is unnecessary or to <br />recommend that the size of the transaction be larger than is necessary. It should be noted that the <br />City determined the project costs related to this financing. <br />45 South 7th Street, Suite 2000, Minneapolis, MN 55402 <br />Main: (612) 851-5900 / Direct: (612) 851-4919 / Email: mhoheisel@northlandsecurities.com <br />Member FINRA and SIPC <br />