Agenda - Council - 08/13/2013 - Laserfiche WebLink

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CONTINUING DISCLOSURE AGREEMENT This Continuing Disclosure Agreement (the "Disclosure Agreement"), dated as of , 2013, is executed and delivered by PCS Building Company, (the "Borrower"), a Minnesota nonprofit corporation and 501(c)(3) organization, and PACT Charter School, a Minnesota non-profit corporation and a 501(c)(3) organization, (the "School"), in connection with the issuance of $ * Charter School Lease Revenue Bonds (PACT Charter School Project), Series 2013A and $ * Taxable Charter School Lease Revenue Bonds (PACT Charter School Project), Series 2013B (collectively, the "Series 2013 Bonds" or the "Securities") by the City of Ramsey, Minnesota (the "Issuer"). The Securities are being issued pursuant to an Indenture of Trust dated as of , 2013 (the "Indenture") by and between the Issuer and Wells Fargo Bank, National Association, as Trustee (the "Trustee"). The proceeds of the Securities are being loaned by the Issuer to the Borrower pursuant to a Loan Agreement dated , 2013 (collectively, the "Loan Agreement"). Pursuant to the Loan Agreement, the Borrower has covenanted and agreed to provide and to cause the School to provide the continuing disclosure of certain financial information and operating data and timely notices of the occurrence of certain events. Section 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the Borrower, the School, and the Trustee for the benefit of the holders and beneficial owners of the Securities in order to assist the Underwriter (defined herein) within the meaning of the Rule (defined herein) in complying with the Rule. This Disclosure Agreement constitutes the written undertaking required by the Rule. The Borrower and the School acknowledge that the Issuer has undertaken no responsibility with respect to any reports, notices or disclosures provided or required under this Disclosure Agreement, and has no liability to any person including any Holder of the Bonds, for any such reports, notices or disclosures. Section 2. Definitions. In addition to the defined terms set forth in the Indenture, which apply to any capitalized term used in this Disclosure Agreement unless otherwise defined in this section, the following capitalized terms shall have the following meanings: "Annual Report" will mean any annual report provided by the Borrower or the School pursuant to, and as described in, this Disclosure Agreement. "Borrower's Annual Report" means any annual report provided by the Borrowcr pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement. "Borrower's Audited Financial Statements" means the Borrower's annual financial statements, prepared in accordance with generally accepted accounting principles ("GAAP"). "Borrower's Disclosure Representative" means the Chair of the Borrower or his/her designee or such other person as the Borrower shall designate in writing to the Trustee from time to time. "Borrower's Fiscal Year" means the fiscal year of the Borrower.