2007 05-22 CCP - Laserfiche WebLink

Home

APPENDIX C FORM OF CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and delivered by the City of Gem Lake, Ramsey County, Minnesota (the "City") in connection with the issuance by the City of $ General Obligation Capital Improvement Plan Bonds, Series 2007A (the `Bonds"). The Bonds are being issued pursuant to a Resolution adopted by the City Council of the City on May 22, 2007, and the Bonds will be delivered to the Purchaser(s) on the date hereof. The City hereby covenants and agrees as follows: Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the City for the benefit of the Owners of the Bonds in order to assist the Participating Underwriters within the meaning of SEC Rule 15c2-12(b)(5) (the "Rule") in complying with the Rule. This Disclosure Certificate constitutes the written Undertaking required by the Rule. Section 2. Definitions. In addition to the defined terms set forth in the Resolution, 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: "Audited Financial Statements" means the financial statements of the City, audited annually by an independent certified public accounting firm, and prepared in accordance with generally accepted accounting principles ("GAAP") for Governmental Units as Prescribed by the Governmental Accounting Standards Board ("GASB") or as otherwise required by Minnesota law for the preceding Fiscal Year, including a balance sheet and statement of revenues, expenditures and changes in fund balances. "City" means the City of Gem Lake, Ramsey County, Minnesota, which is the obligated person with respect to the Bonds. "Fiscal Year" means the fiscal year of the City. "Material Event" means any of the events listed in Section 5(a) of this Disclosure Certificate. "MSRB" means the Municipal Securities Rulemaking Board located at 1900 Duke Street, Suite 600, Alexandria, VA 22314. "NRMSIR" means any nationally recognized municipal securities information repository as recognized from time to time by the SEC for purposes of the Rule. "Owner" means the person in whose name a Bond is registered or a beneficial owner of such a Bond. "Participating Underwriter" means any of the original underwriter(s) of the Bonds (including the Purchaser(s)) required to comply with the Rule in connection with the offering of the Bonds. "Repository" means each NRMSIR and each SID, if any. "Requested Report" means any requested report provided by the City pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. C-1