07/24/2006 Council Packet - Laserfiche WebLink

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APPENDIX II CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (the "Disclosure Certificate ") is executed and delivered by the City of Lino Lakes, Minnesota (the "Issuer ") in connection with the issuance of $ General Obligation Tax Abatement Bonds, Series 2006C and $570,000 General Obligation Utility Revenue Bonds, Series 2006D (collectively, the "Bonds "). The Bonds are being issued pursuant to an authorizing resolution adopted by the City Council of the Issuer on May 22, 2006 and an award resolution adopted by the City Council of the Issuer on July 24, 2006 (collectively, the "Resolutions ") and delivered to the Purchaser(s) on the date hereof. Pursuant to the Resolutions, the Issuer has covenanted and agreed to provide continuing disclosure of certain financial information and operating data and timely notices of the occurrence of certain events. In addition, the Issuer hereby covenants and agrees as follows: Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Issuer for the benefit of the Holders (defined herein) of the Bonds in order to assist the Participating Underwriters (defined herein) in complying with SEC Rule 15c2- 12(b)(5). This Disclosure Certificate, together with the Resolutions, constitutes the written agreement or contract for the benefit of the Holders of the Bonds that is required by the Rule. Section 2. Definitions. In addition to the defined terms set forth in the Resolutions, 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: "Annual Report" means any annual report provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. "Audited Financial Statements" means the Issuer's annual financial statements, prepared in accordance with generally accepted accounting principles ( "GAAP ") for Governmental Units as Prescribed by the Governmental Accounting Standards Board ( "GASB "). "Fiscal Year" means the fiscal year of the Issuer. "Final Official Statement" means the deemed final official statement dated , 2006 plus the addendum thereto which together constitute the final official statement delivered in connection with the Bonds, which is available from the MSRB. "Holder" means the person in whose name a security is registered or a beneficial owner of such a security. "Issuer" means the City of Lino Lakes, Minnesota which is the obligated person with respect to the Bonds. "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.