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$660,0.00 <br />City of Gem Lake,Minnesota <br />General Obligation Improvement" Bonds <br />Series 2018A. <br />CONTDRJING DISCLOSURE CERTIFICATE <br />July 12, 20.18 <br />This.. Continuing Disclosure Certificate (the "Disclosure Certificate") is. executed and delivered. by the <br />City of Gem Lake, Minnesota (the "Issuer") in connection. with the issuance of its General Obligation <br />Improvement.. Bonds, Series 2018A (the "Bonds'), in the original aggregate principal amount of $660;000. <br />The Bonds re beingissued pursuant. to resolutions adopted by the City Council of the Issuer (the <br />"Resolutions"). The Bonds are being delivered to (the "Purchaser"), on the date hereof. <br />Pursuant to the Resolutions,: the Issuer has covenanted and agreed to provide continuing disclosure of certain <br />financial information and operating data and timely notices of the occurrence of certain. events. The Issuer. <br />:hereby covenants and. agrees as follows: <br />Section .l . PMose of the Disclosure Certificate. This .Disclosure Certificate. is being executed <br />:.and delivered :by the Issuer for the benefit of the Holders (as defined herein) of the Bonds in order to assist the <br />Participating Underwriters (as" defined herein) in complying. with SEC .Rule 15c2-1:2(b)(5) (the "Rule"). <br />This Disclosure Certificate, together with. the Resolutions, constitutes the written .agreement or contract for <br />thoe benefit of.the.Holders of the Bonds that is .required by the.Rule. <br />Seetion: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 />followingcapitalized terms shall have the. following. meanings: <br />"Annual Report means the. Issuer's. Audited Financial Statements. <br />"Audited Financial Statements" means the financial.'statements of the Issuer;audited annually by an <br />independent certified public accounting firm, and prepared in accordance with generally accepted accounting <br />principles ("GAAP") .for Governmental [hits as Prescribed by the Governmental Accounting Standards <br />Board.(" OASB") or as. otherwise required. by Minnesota law forthe preceding Fiscal Year,. including a <br />balance sheet and statement of revenues, expenditures and changes in fond balances. <br />"Bonds" means the General Obligation Improvement .Bonds, Series :2018A; .issued by the Issuer in <br />`the original aggregate principal amount of $660,000, <br />"'EMMA means the Electronic Municipal Market .Access. system operated by the. MSRS as the <br />primary portal for complying with the continuing disclosure requirements of the Rule. <br />"Fiscal Year" tnuns the fiscal year of.the.Issuer.. <br />"Holder" means :the person. in whose name a Bond isregistered. or a beneficial owner of such. a Bond. <br />"Issuer means the City of Gem Lake, Minnesota, which is the obligated .persoa with respect:#o the <br />Bonds. <br />"Material Event means any of the events -listed in Section 4(a) of this. Disclosure Certificate. <br />526746v2.GAF GE190-14 <br />D-2 <br />