5.e) Dissemination AgreementLIMITED DISCLOSURE
DISSEMINATION AGENT AGREEMENT
THIS DISSEMINATION AGENT AGREEMENT (the "Dissemination Agreement"), is
dated as of , by and between the City of Scandia, Minnesota, 14727 2091h
St. N., Scandia, MN 55073 (the "Issuer") and Northland Securities, Inc., 45 - South 7th Street,
Suite 2000, Minneapolis, MN 55402 ("the Dissemination Agent") in connection with bond
issues of the Issuer (the "Bond Issues") identified in Exhibit A which is attached to and by
reference made a part of this Dissemination Agreement:
The Issuer and the Dissemination Agent covenant and agree as follows with respect to the
Bond Issues:
SECTION 1. Definitions. the following capitalized terms shall have the following
meanings:
"Annual Report" shall mean the document or documents filed by the Dissemination
Agent with a National Repository or State Repository pursuant to this Dissemination Agreement,
in an electronic format as prescribed by the Municipal Securities Rulemaking Board ("MSRB").
"Annual Report Data" shall mean the Issuer's audited financial statements, and such other
financial information and operating data for each Bond Issue as is customarily prepared by the
Issuer and publicly available, as requested by the Dissemination Agent to compile the Annual
Report.
"Continuing Disclosure Agreement" shall mean that certain agreement or undertaking
executed by the Issuer at the time of issuance of the Bond Issues listed in Exhibit A.
"Disclosure Representative" shall mean the Administrator of the Issuer or his or her
designee, or such other officer or employee as the Issuer shall designate in writing to the
Dissemination Agent from time to time.
"Listed Events" shall mean any of the events listed in Section 5(a) of this Dissemination
Agreement.
"National Repository" shall mean any Nationally Recognized Municipal Securities
Information Repository for purposes of the Rule. Attached to and by reference made a part of
this Dissemination Agreement is Exhibit B, a current list of National Repositories.
Notwithstanding anything to the contrary contained herein, Exhibit B may be amended from time
to time by the Dissemination Agent, without further action of the City Council of the Issuer,
following the designation of additional National Repositories or loss of such status by an existing
National Repository, by delivering a notice of amendment and an amended Exhibit B to the
Issuer.
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"Rule" shall mean Rule 15c2 -12(b)(5) adopted by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as the same may be amended from time
to time.
"SEC" shall mean the Securities and Exchange Commission or any successor to its
functions governing state and municipal securities disclosure.
"State" shall mean the State of Minnesota.
"State Repository" shall mean any public or private repository or entity designated by the
State as a state repository for the purpose of the Rule. As of the date of this Dissemination
Agreement, there is no State Repository.
SECTION 2. Purpose of the Dissemination Agreement. This Dissemination Agreement
is being entered into by the Issuer and the Dissemination Agent in order to assist the Issuer in
complying with the Rule.
SECTION 3. Provision of Annual Reports.
(a) On an annual basis, the Issuer shall provide the Annual Report Data to the
Dissemination Agent in a timely manner. The Dissemination Agent shall compile and provide to
the Repository by December 31 of each year, commencing December 31, 2014, the Annual
Report for each Bond Issue in a format consistent with the Rule.
(b) If the Dissemination Agent has not received a copy of the Annual Report Data
in a timely manner, the Dissemination Agent shall contact the Issuer to determine the status of
information and whether the Issuer will remain in compliance with the Annual Report due date
referenced in subsection (a).
(c) The Dissemination Agent shall:
(i) determine each year prior to the deadline due for the Annual Report,
the name and address of each National Repository and each State Repository, if any; and
(ii) file a report with the Issuer and the Trustee for any Bond Issues (if
applicable) certifying that the Annual Report has been provided pursuant to this
Dissemination Agreement, stating the date it was provided and listing all the Repositories
to which it was provided.
SECTION 4. Content of Annual Reports. The Annual Report prepared by the
Dissemination Agent for each Bond Issue shall contain or incorporate by reference the financial
information and operating data customarily prepared by the Issuer and publicly available, which
shall be the information specified in the applicable Continuing Disclosure Agreement or
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continuing disclosure provisions of any applicable Resolution, Indenture, Loan Agreement or
Lease Agreement, relating to Bond Issues listed in Exhibit A.
SECTION 5. Reporting of Significant Events.
(a) This Section 5 shall govern the giving of notices of the occurrence of any of
the Listed Events below or in the Issuer's Continuing Disclosure Agreement or in the applicable
Resolution, Indenture, Loan Agreement or Lease Agreement relating to Bond Issues listed in
Exhibit A:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults, if material;
3. Unscheduled draws on debt service reserves reflecting financial difficulties;
4. Unscheduled draws on credit enhancements reflecting financial difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed
or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701—
TEB) or other material notices or determinations with respect to the tax status of
the security, or other material events affecting the tax status of the security;
7. Modifications to rights of security holders, if material;
8. Bond calls, if material, and tender offers;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the securities, if
material;
11. Rating changes;
12. Bankruptcy, insolvency, receivership or similar event of the obligated person;
13. The consummation of a merger, consolidation, or acquisition involving an
obligated person or the sale of all or substantially all of the assets of the obligated
person, other than in the ordinary course of business, the entry into a definitive
agreement to undertake such an action or the termination of a definitive agreement
relating to any such actions, other than pursuant to its terms, if material; and
14. Appointment of a successor or additional trustee or the change of name of a
trustee, if material.
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(b) The Issuer shall promptly notify the Dissemination Agent in writing of the
occurrence of any of the Listed Events, and such notification must be within five (5) business
days of the occurrence of the Listed Event. Such notice shall instruct the Dissemination Agent to
report the occurrence pursuant to subsection (c).
(c) If the Dissemination Agent has been instructed by the Issuer to report the
occurrence of a Listed Event, the Dissemination Agent shall file a notice of such occurrence with
the Municipal Securities Rulemaking Board promptly, but within ten (10) business days of the
occurrence of the Listed Event, to the extent the Issuer has met the requirements in Section 5(b).
SECTION 6. Dissemination Agent. The Issuer has engaged the Dissemination Agent to
assist it in carrying out its obligations under this Dissemination Agreement and may discharge
any such Dissemination Agent, with or without appointing a successor Dissemination Agent.
The Dissemination Agent may terminate its duties hereunder upon fifteen (15) days written
notice to the Issuer. For its services hereunder, the Dissemination Agent shall be paid an annual
fee of $435 for up to three Bond Issues or $645 for four or more Bond Issues listed in Exhibit A
that are required by the Rule to file an Annual Report and to provide notification of Listed
Events.
SECTION 7. Amendment, Waiver. Notwithstanding any other provision of this
Dissemination Agreement, the Issuer and the Dissemination Agent may amend this
Dissemination Agreement, and any provision of this Dissemination Agreement may be waived,
in writing, as agreed to by the parties thereto.
SECTION 8. Additional Information. Nothing in this Dissemination Agreement shall be
deemed to prevent the Issuer from disseminating any other information, using the means of
dissemination set forth in this Dissemination Agreement or any other means of communication.
SECTION 9. Duties, Immunities and Liabilities of Trustee and Dissemination
Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this
Dissemination Agreement, and the Issuer agrees to indemnify and save the Dissemination Agent,
its officers, directors, employees and agents, harmless against any loss, expense and liabilities
which it may incur arising out of or in the exercise or performance of its powers and duties
hereunder, including the costs and expenses (including attorneys' fees) of defending against any
claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or willful
misconduct.
SECTION 10. Beneficiaries. This Dissemination Agreement shall inure solely to the
benefit of the Issuer and the Dissemination Agent, and shall create no rights in any other person
or entity.
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IN WITNESS WHEREOF, the CITY OF SCANDIA, MINNESOTA and NORTHLAND
SECURITIES, INC. have caused this Dissemination Agreement to be executed in their respective
names, all as of the date first written above.
CITY OF SCANDIA, MINNESOTA
M
Its Administrator
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NORTHLAND SECURITIES, INC.
By a
Its Sr. Vice President
EXHIBIT A
BOND ISSUES SUBJECT TO LIMITED CONTINUING DISCLOSURE
CITY OF SCANDIA, MINNESOTA
FIRST FINAL LAST
ISSUE DATED REPORT MATURE REPORT
PAR ISSUE DATE DUE DATE DUE
$570,000 G.O. Equipment Certificates of 07/01/13 12/31/14 07/01/23 12/31/22
Indebtedness, Series 2013A
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EXHIBIT B
LIST OF NATIONAL REPOSITORIES
Municipal Securities Rulemaking Board (MSRB)
http://emma.msrb.org
(filing only in an electronic format as prescribed by the MSRB)
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