2. ERMUSR AGENDA 06-12-2012 - Laserfiche WebLink

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EXHIBIT E TO BOND PURCHASE AGREEMENT Certificate of Utility System Employee and Other City Employee of City of Elk River We, the undersigned, Calvin Portner and Troy Adams, do hereby certify as follows: (a) We are on the date hereof duly qualified employees of the City of Elk River, Minnesota (the "City") and the electric utility system of the City, as indicated under our signatures appearing below. (b) We have reviewed certain portions of the Official Statement dated May 23, 2012 (the "Official Statement"), relating to the Brookings — Southeast Twin Cities Transmission Project Revenue Bonds, Series 2012 of Central Minnesota Municipal Power Agency (the "Agency"), as follows. The information contained in the Official Statement relating to the City and the City's electric utility system under the captions "INTRODUCTION," "CENTRAL MINNESOTA MUNICIPAL POWER AGENCY," "CMMPA BROOKINGS PARTICIPANTS" and in Appendix A to the Official Statement, did not as of the date thereof, and does not as of the date hereof, contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements contained therein relating to the City and the City's electric utility system, in the light of the circumstances under which they were made, not misleading. (c) Except as described in or contemplated by those portions of the Official Statement which we have reviewed as described above, since the date of the Official Statement, the City has not incurred any material financial liabilities, direct or contingent, and there has not been any change in the condition, financial or otherwise, or operations of the City or its electric utility system or any material development, nor has the City entered into any transaction, in each case that would, or is likely to, materially and adversely affect the ability of the City to meet its obligations under the Transmission Project Agreement dated February 14, 2011, and the Transmission Owner Services and Asset Assignment Agreement, dated April 20, 2011, each between the Agency and the City (collectively, the "CMMPA Brookings Participant Agreements"). (d) Except as described in these portions of the Official Statement which we have reviewed as described above, there is no action, suit, proceeding or investigation, at law or in equity, or before or by any court, public agency, board or body, pending or, to the best of our knowledge, threatened against or affecting the City or its electric utility system wherein an unfavorable decision, ruling or finding would in any way affect the validity or enforceability of the CMMPA Brookings E-1