5.1. ERMUSR 06-14-2016 - Laserfiche WebLink

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CONTINUING DISCLOSURE In order to assist the Underwriters in complying with SEC Rule 15c2-12 (the "Rule"), pursuant to the Awarding Resolutions, the City and the Commission have covenanted to comply with the continuing disclosure undertakings(the"Undertakings")for the benefit of holders or beneficial owners of the Bonds to provide certain financial information and operating data relating to the City and the Utility to the Municipal Securities Rulemaking Board annually, and to provide notices of the occurrence of certain events enumerated in the Rule to the Municipal Securities Rulemaking Board and to any state information depository. The specific nature of the Undertakings,as well as the information to be contained in the annual report or the notices of material events, is set forth in the Undertakings in substantially the forms attached hereto as Appendix II, subject to such modifications thereof or additions thereto as: (i) consistent with requirements under the Rule, (ii)required by the purchaser of the Bonds from the City, and(iii)acceptable to the City and the Commission. To the best of its knowledge, the City and the Commission have complied for the past five years in all material respects in accordance with the terms of its previous continuing disclosure undertakings entered into pursuant to the Rule. However, in the interest of full disclosure,the City notes the following: • The Economic Development Authority of the City of Elk River, Minnesota's General Obligation Bonds, Series 2007 were originally insured by MBIA Insurance Corp. ("MBIA") and subsequently became part of the insured portfolio of National Public Finance Guarantee ("NPFG"), an MBIA Public Finance Subsidiary. Material event notices regarding certain insurance rating changes within the past five years have not been filed; however,the information was publicly available through other sources. A failure by the City or the Commission to comply with the Undertakings will not constitute an event of default on the Bonds (although holders or other beneficial owners of the Bonds will have the sole remedy of bringing an action for specific performance). Nevertheless, such a failure must be reported in accordance with the Rule and must be considered by any broker, dealer or municipal securities dealer before recommending the purchase or sale of the Bonds in the secondary market. Consequently, such a failure may adversely affect the transferability and liquidity of the Bonds and their market price. THE BONDS General Description The Bonds are dated as of the date of delivery and will mature annually on February 1 as set forth on the inside front cover of this Official Statement. The Bonds are issued in book entry form. Interest on the Bonds is payable on February 1 and August 1 of each year, commencing February 1, 2017. Interest will be payable to the holder(initially Cede& Co.) registered on the books of the Registrar as of the fifteenth day of the calendar month next preceding such interest payment date. Principal of and interest on the Bonds will be paid as described in the section herein entitled "Book Entry System." U.S. Bank National Association, St. Paul, Minnesota will serve as Registrar for the Bonds, and the City will pay for registrar services. Redemption Provisions Thirty days' written notice of redemption shall be given to the registered owner(s) of the Bonds. Failure to give such written notice to any registered owner of the Bonds or any defect therein shall not affect the validity of any proceedings for the redemption of the Bonds. All Bonds or portions thereof called for redemption will cease to bear interest after the specified redemption date, provided funds for their redemption are on deposit at the place of payment. -2 - 120