04-14-2021 Council Packet - Laserfiche WebLink

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35 UNDERWRITING The Series 2021D Bonds are being purchased from the Issuer by Northland Securities, Inc., in Minneapolis, Minnesota (the “Underwriter”). The Underwriter has agreed to purchase the Series 2021D Bonds at a price equal to the par amount of the Series 2021D Bonds, less the Underwriter’s discount of $__________, subject to the terms of a certain Bond Purchase Agreement (the “Bond Purchase Agreement”), between the Issuer, the Corporation and the Underwriter. On the date of issuance of the Series 2021D Bonds, the Corporation will pay to the Underwriter additional underwriting compensation of $__________. The Bond Purchase Agreement provides that the Underwriter shall purchase all Series 2021D 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. The initial public offering prices set forth on the cover page hereof may be changed from time to time by the Underwriter. The Corporation has agreed under the Bond Purchase Agreement to indemnify the Underwriter and the Issuer against certain liabilities, including certain liabilities under the federal and state securities laws. CONTINUING DISCLOSURE Rule 15c2-12 (the “Rule”), 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 (or certain “obligated persons,” as defined in the Rule) to permit participating underwriters to offer and sell those securities. Pursuant to section 15c2-12(b)(5)(i) of the Rule, the Corporation, as obligated person, will enter into a Continuing Disclosure Agreement for the benefit of the Bondholders, whereby the Corporation will agree to provide certain annual and quarterly reports, as well as certain event notices, to the Electronic Municipal Market Access System (“EMMA”) operated by the MSRB. The form of Continuing Disclosure Agreement to be entered into by the Corporation is attached to this Official Statement as Appendix E. For a more complete statement of the terms of the Continuing Disclosure Agreement, see Appendix E: “FORM OF CONTINUING DISCLOSURE AGREEMENT”. The Corporation has not been party to any continuing disclosure obligations under the Rule during the previous five years. THE FINANCIAL FORECAST The Financial Forecast and related assumptions (as previously defined, the “Financial Forecast”) included in Appendix C to this Official Statement is based on assumptions made by management of the Corporation. The Financial Forecast has been examined by CliftonLarsonAllen LLP, an independent accounting firm. The Financial Forecast is only for the five fiscal years ending December 31, 2021 through December 31, 2025, and is not for the entire time period while the Series 2021D Bonds will be outstanding. The Financial Forecast is based on various assumptions that represent only the beliefs of the Corporation as to the most probable future events and are subject to material uncertainties. No assurances can be given that the Corporation will, in fact, be able to generate sufficient revenue and attain the occupancy levels as stated in the Financial Forecast, and variations from the Financial Forecast should be expected to occur. Accordingly, the operations and financial condition of the Corporation in the future will inevitably vary from those set forth in the Financial Forecast, and such variance may be material and adverse. See “BONDHOLDERS’ RISKS – Financial Forecast.” The Corporation has not assumed any responsibility to update the Financial Forecast or to provide any financial forecasts or projections in the future. The Underwriter and the Issuer have made no independent inquiry as to the assumptions on which the Financial Forecast are based and assume no responsibility therefor. RELATIONSHIPS AMONG THE PARTIES In connection with the issuance of the Series 2021D Bonds, the Issuer, the Corporation, the Guarantor and the Underwriter are being represented by the attorneys or law firms identified above under the heading “APPROVAL OF LEGAL PROCEEDINGS.” In other transactions not related to the Series 2021D Bonds, each of these attorneys