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

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Company, and the Underwriter. The Bond Purchase Agreement also provides that the Company will pay miscellaneous out-of-pocket expenses of the Underwriter. The Bond Purchase Agreement provides that the Underwriter will purchase all Series 2022 Bonds if any are purchased, and that the obligation to make such purchase is subject to certain terms and conditions set forth in the Bond Purchase Agreement, the approval of certain legal matters by counsel, and certain other conditions. Expenses associated with the issuance of the Series 2022 Bonds are being paid by the Company from proceeds of the Series 2022 Bonds. The right of the Underwriter to receive compensation in connection with the Series 2022 Bonds is contingent upon the actual sale and delivery of the Series 2022 Bonds. The initial offering prices set forth on the inside front cover page hereof may be changed from time to time by the Underwriter. The Underwriter reserves the right to join with dealers and other investment banking firms in offering the Series 2022 Bonds to the public. The Charter School and the Company have agreed under the Bond Purchase Agreement to indemnify the Underwriter and the Issuer against certain liabilities, including certain liabilities under federal and State securities laws. CONTINUING DISCLOSURE Rule 15c2-12, promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, imposes continuing disclosure obligations on the issuers of certain state and municipal securities to permit participating underwriters to offer and sell the issuer's securities. In order to comply with the requirements of Rule 15c2-12, the Company, the Charter School, and U.S. Bank Trust Company, National Association, as dissemination agent, will enter into a Continuing Disclosure Agreement, dated as of August 1,2022. See"APPENDIX H—FORM OF CONTINUING DISCLOSURE AGREEMENT"in this Official Statement. In connection with the issuance of the Series 2013 Bonds, the Company and the Charter School entered into a Continuing Disclosure Agreement(the"Prior Continuing Disclosure Agreement"),between the Company,the Charter School and the dissemination agent named therein. [[TO BE UPDATED UPON RECEIPT AND REVIEW OF DISCLOSURE COMPLIANCE REPORT]] [The Company and the Charter School believe that they have complied with the Prior Continuing Disclosure Agreement in the last five years.] [During the last five years, the Company and the Charter School had instances of non- compliance related to their continuing disclosure obligations in the Prior Continuing Disclosure Agreement, as described below:] The Prior Continuing Disclosure Agreement is the only undertakings the Company and the Charter School were a party to in the last five years. In connection with the issuance of the Series 2022 Bonds, the Borrower has engaged the Dissemination Agent to ensure compliance with the Prior Disclosure Agreements and the Continuing Disclosure Agreement going forward. In addition, the Borrower is identifying procedures to ensure that information required under the Prior Disclosure Agreements and the Continuing Disclosure Agreement are filed in a timely manner. See"BONDHOLDERS' RISKS—Failure to Provide Ongoing Disclosure"in this Official Statement. The Issuer does not have any obligation with respect to the Continuing Disclosure Agreement because the Issuer is not an"obligated party"under the terms of Rule 15c2-12. The Issuer will not monitor the compliance by the Company or the Charter School with the terms of the Continuing Disclosure Agreement. ENFORCEABILITY OF OBLIGATIONS On the date of delivery of the Series 2022 Bonds, Taft Stettinius & Hollister LLP Minneapolis, Minnesota,Bond Counsel to the Issuer,will deliver its opinion,dated the delivery date,that the Series 2022 45