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<br />APPENDIX \I <br /> <br />CONTINUING DISCLOSURE UNDERTAKING <br /> <br />This Continuing Disclosure Undertaking (the "Undertaking") is executed and delivered by the City of Elk <br />River, Minnesota (the "City"), in connection with and on the date of actual issuance and delivery of the City's <br />$ General Obligation Improvement Refunding Bonds, Series 1999B, dated November I, 1999 <br />(the "Bonds"). The Bonds are being issued pursual1t to a certain Resolution adopted by the City Council, the <br />governing body of the City, on October 18, 1999 (the "Resolution"). The City hereby covenants and agrees as <br />follows: <br /> <br />SECTION 1. Purpose of the Disclosure Undertaking. This Undertaking is being executed and <br />delivered by the City and the City hereby covenants for the benefit of the Bondholders to provide such information <br />and to discharge such other disclosure or reporting obligations as may be required by the applicable provisions of <br />SEC Rule 15c2-12(b)(5). <br /> <br />SECTION 2. Definitions. In addition to the definitions set forth in the Resolution, which apply to any <br />capitalized term used but not otherwise defined in this Undertaking, the following capitalized terms shall have the <br />following meanings: <br /> <br />"Annual Report" means any annual financial information provided by the City pursuant to, and as <br />described in, Sections 3 and 4 of this Undertaking. <br /> <br />"Audited Financial Statements" means the financial statements of the City audited annually by an <br />independent certified public accounting firm, prepared pursuant to generally accepted accounting <br />principles promulgated by the Financial Accounting Standards Board, as modified by governmental <br />accounting standards promulgated by the Government Accounting Standards Board. <br /> <br />"Bondholders" means the owners from time to time of the Bonds, including beneficial owners. <br /> <br />"Dissemination Agent" means such party from time to time designated in writing by the City to <br />act as information dissemination agent and which has filed with the City a written acceptance of such <br />designation. <br /> <br />"Fiscal Year" means the fiscal year of the City, currently the calendar year. <br /> <br />"MSRB" means the Municipal Securities Rulemaking Board, located at 1150 18th Street <br />Northwest, Suite 400, Washington, D.C. 20036. <br /> <br />"National Repository" means any Nationi1l1y Recognized Municipal Securities Information <br />Repository for purposes of the Rule. Currently, the following are National Repositories: <br /> <br />Bloomberg Municipal Repository <br />P.O. Box 840 <br />Princeton, NJ 08542-0840 <br />Phone: (609) 279-3200 <br />Fax: (609) 279-5962 <br /> <br />Thomason Municipal Services <br />Attn: Municipal Disclosure <br />395 Hudson Street - Third Floor <br />New York, NY 10014 <br />Phone: (800) 689-8466 <br />Fax: (212) 989-2078 <br /> <br />1080180.1 <br /> <br />11-1 <br />