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APPENDIX II <br /> CONTINUING DISCLOSURE UNDERTAKING <br /> $2,125,000 <br /> Electric Revenue Refunding Bonds, Series 2014A <br /> City of Elk River <br /> Elk River Municipal Utilities Commission <br /> Sherburne County,Minnesota <br /> March ,2014 <br /> This Continuing Disclosure Certificate(the"Disclosure Certificate")is executed and delivered by the <br /> City of Elk River, Minnesota (the "City") and the Elk River Municipal Utilities Commission (the <br /> "Commission") in connection with the issuance by the City of its $2,125,000 Electric Revenue Refunding <br /> Bonds, Series 2014A(the "Bonds"). The Bonds are being issued under the terms of a resolution adopted by <br /> the Commission on January 14, 2014 (the "Authorizing Resolution"), a resolution adopted by the City <br /> Council of the City on January 21, 2014 (the "Approving Resolution"), and a resolution adopted by the <br /> Commission on February 11, 2014 (the"Award Resolution"). The Bonds are being delivered to <br /> (the"Purchaser")on the date hereof. Under the terms of the Award Resolution,the City and the Commission <br /> have covenanted and agreed to provide continuing disclosure of certain financial information and operating <br /> data and timely notices of the occurrence of certain events to provide for the public availability of such <br /> information and to permit the Purchaser to comply with the continuing disclosure requirements of the Rule <br /> (defined herein). The City and the Commission hereby covenant and agree as follows: <br /> Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed <br /> and delivered by the City and the Commission for the benefit of the Holders(as defined herein)of the Bonds <br /> in order to provide for the public availability of such information and assist the Participating Underwriter(s) <br /> (defined herein) in complying with the Rule (as defined herein). This Disclosure Certificate, together with <br /> the Resolutions,constitutes the written agreement or contract for the benefit of the Holders of the Bonds that <br /> is required by the Rule. <br /> Section 2. Definitions. In addition to the defined terms set forth in the Resolutions, which <br /> apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the <br /> following capitalized terms shall have the following meanings: <br /> "Annual Report"means any annual report provided by the City and Commission pursuant to,and as <br /> described in,Sections 3 and 4 of this Disclosure Certificate. <br /> "Audited Financial Statements" means annual financial statements, prepared in accordance with <br /> generally accepted accounting principles for governmental units ("GAAP") as prescribed by the <br /> Governmental Accounting Standards Board ("GASB"), or as otherwise required by Minnesota law for the <br /> preceding Fiscal Year, including a balance sheet and statement of revenues, expenditures, and changes in <br /> fund balance. <br /> "Bonds" means the Electric Revenue Refunding Bonds, Series 2014A, issued by the City in the <br /> original aggregate principal amount of$2,125,000. <br /> "City" means the City of Elk River, Minnesota, which is the obligated person with respect to the <br /> Bonds. <br /> "Commission"means the Elk River Municipal Utilities Commission created by the City to exercise <br /> exclusive jurisdiction, control, and management of the municipal light, power, and electric operations of the <br /> City. <br /> I1-1 <br />