Agenda - Council - 07/12/2022 - Laserfiche WebLink

Home

City of Ramsey,Minnesota Charter School Lease Revenue Refunding Bonds (PACT Charter School Project) $[PAR-A] Series 2022A $[PAR-B] Taxable Series 2022B BOND PURCHASE AGREEMENT [ ],2022 PCS Building Company City of Ramsey 7250 East Ramsey Parkway 7550 Sunwood Drive NW Ramsey, Minnesota 55303 Ramsey, Minnesota 55303 PACT Charter School 7250 East Ramsey Parkway Ramsey, Minnesota 55303 Ladies and Gentlemen: The undersigned,Robert W.Baird&Co. Incorporated, Saint Paul,Minnesota(the"Underwriter"), hereby offers to enter into this Bond Purchase Agreement (this "Bond Purchase Agreement"), dated as of the date above, with the City of Ramsey, Minnesota (the "Issuer"), as approved and agreed to by PCS Building Company (the "Company"), a Minnesota nonprofit corporation, and PACT Charter School, (the"Charter School"), a Minnesota nonprofit corporation and public charter school, for the purchase by the Underwriter of the Series 2022 Bonds described below. This offer is made subject to acceptance by the Issuer and agreement by the Company and the Charter School at or prior to 5:00 P.M., Central time, on I ], 2022, and upon such acceptance this Bond Purchase Agreement shall be in full force and effect in accordance with its terms and shall be binding upon the Issuer, the Company,the Charter School and the Underwriter. If not so accepted, this Bond Purchase Agreement will be subject to withdrawal by the Underwriter upon notice delivered by the Underwriter to the Issuer, the Company and the Charter School at any time prior to the acceptance hereof by the Issuer, the Company and the Charter School. The Issuer,the Company, and the Charter School acknowledge and agree that(1) the purchase and sale of the Series 2022 Bonds pursuant to this Bond Purchase Agreement is an arm's-length commercial transaction between the Issuer, the Company, the Charter School and the Underwriter, (ii) in connection with such transaction, the Underwriter is acting solely as a principal and not as an agent or a fiduciary of the Issuer, the Company, or the Charter School, (iii)the Underwriter has not assumed (individually or collectively) a fiduciary responsibility in favor of the Issuer, the Company, or the Charter School with respect to (a) the offering of the Series 2022 Bonds or the process leading thereto (whether or not the Underwriter has advised or is currently advising the Issuer, the Company, or the Charter School on other matters)or(b)any other obligation to the Issuer,the Company,or the Charter School except the obligations expressly set forth in this Bond Purchase Agreement, and (iv) the Issuer, the Company, and the Charter School have consulted with their own legal and other professional advisors to the extent they deemed appropriate in connection with the offering of the Series 2022 Bonds.