2004-04-28 WS & CC Meeting - Laserfiche WebLink

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CONTINUING DISCLOSURE CERTIFICAlE This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and delivered by the City of Centerville, Minnesota (the "Issuer") in connection with the issuance of $2,200,000 General Obligation Improvement Bonds, Series 2004B (the "Securities"). The Securities are being issued pursuant to authorizing resolution adopted by the City Council of the Issuer on April 14, 2004, and award resolution adopted by the City Council of the Issuer on May 26, 2004 (collectively, the "Resolutions") and delivered to the Purchaser{s) on the date hereof Pursuant to the Resolutions, 1he Issuer bas covenanted and agreed to provide continuing disclosure of certain financial information and operating data and timely notices of the occurrence of certain events. In addition, the Issuer hereby covenants and agrees as follows: Section 1. Pwpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Issuer for the benefit of the Holders (defined herein) of the Securities in order to assist the Participating Underwriters (defined herein) in complying wi1h SEC Rule 15c2- 12(bX5). This Disclosure Certificate, together with 1he Resolutions, constitutes the written agreement or contract for the benefit of the Holders of the Securities that is required by 1he Rule. Section 2. Definitions. In addition to the defined terms set forth in 1he Resolutions, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Annual Report" means any annual report provided by the Issuer pmsuant to, and as descnl>ed in, Sections 3 and 4 of this Disclosure Certificate. "Audited Financial Statements" means the Issuer's annual financial statements, prepared in accordance with generally accepted accounting principles ("GAAP") for Governmental Units as Prescnl>ed by the Governmental Accounting Standards Board ("GASB'l "Fiscal Year" means the fiscal year of the Issuer. "Final Official Statement" means the deemed final official statement dated , 2004 plus the addendmn thereto which together constitute 1he final official statement delivered in connection with the Securities, which is available from 1he MSRB. "Holder" means the person in whose name a security is registered or a beneficial owner of such a security. "Issuer" means the City of Centerville, Minnesota which is the obligated person with respect to the Securities. "Material Event" means any of the events listed in Section 5(a) of this Disclosure Certificate. SJB-243206vI CE155-21