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APPENDIX II <br /> CONTINUING DISCLOSURE UNDERTAKING <br /> $ <br /> Electric Revenue Bonds,Series 2018A <br /> City of Elk River <br /> Elk River Municipal Utilities Commission <br /> Sherburne County,Minnesota <br /> ,2018 <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 /> " ommission") in connection with the issuance by the City of its $ Electric Revenue Bonds, <br /> S:ries 2018A (the "Bonds"). The Bonds are being issued under the terms of a resolution adopted by the <br /> Commission on July 10,2018(the"Authorizing Resolution"), a resolution adopted by the City Council of the <br /> C on July 16, 2018 (the "Approving Resolution"), and a resolution adopted by the Commission on <br /> A gust 29, 2018 (the "Award Resolution"). The Bonds are being delivered to (the <br /> "'urchaser") on the date hereof. Under the terms of the Award Resolution, the City and the Commission <br /> h. e covenanted and agreed to provide continuing disclosure of certain financial information and operating <br /> d. . and timely notices of the occurrence of certain events to provide for the public availability of such <br /> in ormation and to permit the Purchaser to comply with the continuing disclosure requirements of the Rule <br /> (d-fined 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 /> . o 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 /> th Resolutions, constitutes the written agreement or contract for the benefit of the Holders of the Bonds that <br /> is equired by the Rule. <br /> Section 2. Definitions. In addition to the defined terms set forth in the Resolutions, which <br /> ap ly to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the <br /> fo lowing 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 of the City and the Commission, <br /> pr-pared in accordance with GAAP as prescribed by GASB. <br /> "Bonds" means the Electric Revenue Bonds, Series 2018A, issued by the City in the original <br /> am.regate principal amount of$ <br /> "City" means the City of Elk River, Minnesota, which is the obligated person with respect to the <br /> B o nds. <br /> "Commission" means the Elk River Municipal Utilities Commission created by the City to exercise <br /> e iclusive jurisdiction, control, and management of the municipal light, power, and electric operations of the <br /> C . <br /> "Disclosure Certificate"means this Continuing Disclosure Certificate. <br /> II-1 <br /> 46 <br />