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APPENDIX II <br /> <br />* Preliminary; subject to change. II-1 <br />CONTINUING DISCLOSURE UNDERTAKING <br /> <br /> <br />$1,750,000* <br />General Obligation Water Utility Revenue Bonds, Series 2021C <br />City of Elk River <br />Elk River Municipal Utilities Commission <br />Sherburne County, Minnesota <br /> <br /> <br />June __, 2021 <br /> <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 General Obligation Water Utility Revenue <br />Bonds, Series 2021C (the “Bonds”), in the original aggregate principal amount of $1,750,000*. The Bonds are <br />being issued under the terms of a resolution adopted by the Commission on April 13, 2021 (the “Authorizing <br />Resolution”), a resolution adopted by the City Council of the City on April 19, 2021 (the “Approving <br />Resolution”), and a resolution adopted by the Commission on May 11, 2021 (the “Award Resolution”). The <br />Bonds are being delivered to ____________, _______________ (the “Purchaser”) on the date hereof. Pursuant <br />to the Award Resolution, the City and the Commission have covenanted and agreed to provide continuing <br />disclosure of certain financial information and operating data and timely notices of the occurrence of certain <br />events. The City and the Commission hereby covenant and agree as follows: <br /> <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 (defined herein). This Disclosure Certificate, together with the <br />Resolutions, constitutes the written agreement or contract for the benefit of the Holders of the Bonds that is <br />required by the Rule. <br /> <br /> Section 2. Definitions. In addition to the defined terms set forth in the Resolutions, which apply <br />to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the following <br />capitalized terms shall have the following meanings: <br /> <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 /> <br /> “Audited Financial Statements” means annual financial statements of the City and the Commission, <br />prepared in accordance with GAAP as prescribed by GASB. <br /> <br /> “Bonds” means the General Obligation Water Utility Revenue Bonds, Series 2021C, issued by the <br />City in the original aggregate principal amount of $1,750,000. <br /> <br /> “City” means the City of Elk River, Minnesota, which is the obligated person with respect to the Bonds. <br /> <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, water and electric operations of <br />the City. <br /> <br /> “Disclosure Certificate” means this Continuing Disclosure Certificate. <br />138