Agenda - Council - 04/24/2012 - Laserfiche WebLink

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CONTINUING DISCLOSURE UNDERTAKING This Continuing Disclosure Undertaking (the "Disclosure Undertaking") is executed and delivered by the City of Ramsey, Minnesota (the "Issuer"), in connection with the issuance of $7,420,000 Taxable General Obligation Tax Increment Bonds, Series 2012B (the "Bonds"). The Bonds are being issued pursuant to a Resolution adopted on April 24, 2012 (the "Resolution"). Pursuant to the Resolution and this Undertaking, the Issuer covenants and agrees as follows: SECTION 1. Purpose of the Disclosure Undertaking. This Disclosure Undertaking is being executed and delivered by the Issuer for the benefit of the Owners and in order to assist the Participating Underwriters in complying with SEC Rule 15c2-12(b)(5). SECTION 2. Definitions. In addition to the definitions set forth in the Resolution, which apply to any capitalized term used in this Disclosure Undertaking unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Annual Report" shall mean any annual financial information provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Undertaking. "Audited Financial Statements" shall mean the financial statements of the Issuer audited annually by an independent certified public accounting firm, prepared pursuant to generally accepted accounting principles promulgated by the Financial Accounting Standards Board, modified by governmental accounting standards promulgated by the Government Accounting Standards Board. "Dissemination Agent" shall mean such party from time to time designated in writing by the Issuer to act as information dissemination agent and which has filed with the Issuer a written acceptance of such designation. "Fiscal Year" shall be the fiscal year of the Issuer. "Governing Body" shall, with respect to the Bonds, have the meaning given that term in Minnesota Statutes, Section 475.51, Subdivision 9. "MSRB" shall mean the Municipal Securities Rulemaking Board. "Occurrence(s)" shall mean any of the events listed in Section 5 of this Disclosure Undertaking. "Official Statement" shall be the Official Statement dated , 2012, prepared in connection with the Bonds. "Owners" shall mean the registered holders and, if not the same, the beneficial owners of any Bonds. "Participating Underwriter" shall mean any of the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds. 4590579v1