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49 EHLER <br />w ws IH Puet[c r1HAHCE <br />May 1 b, 201 S <br />Tom Kelly <br />City Treasurer <br />City of Gem Lake <br />4200 Otter Lake Road <br />White Bear Lake, MN 55110 <br />Re: Letter of Engagement to: Retain Ehlers as Dissemination Agent for Issuer Continuing Disclosure <br />Required UnderSecurities. and Exchange. Commission (SEC) Rule 15.c2-12 (the "Rule") <br />As an issuer of municipal. securities, the:City ("Issuer") is required to comply With all continuing disclosure <br />obligations enumerated in. the Continuing Disclosure.:Agreement/Certificate/Undertaking (CDU) associated <br />with each issue of securities subjectto. the Rule. Many Issuers have CDU's that vary significantly from one <br />CDU to another: .Ehlers & Associates, Inc. C"Ehlers") can help you comply with all. CDU obligations as <br />Dissemination Agent. Fulfilling this obligation requires research,. preparation and filing of disclosure reports <br />within. specific time frames. <br />This Letter of Engagement ("Letter") is being presented to memorialize and clarify the terms of the Issuer's <br />engagement of Ehlers as .the Issuer's Dissemination Agent, In this regard:, Ehlers agrees to provide Issuer <br />With those services .described in Appendix A ("Services"). Ehlers -shall be entitled to compensationby the <br />Issuer also as described in Appendix. A. <br />This.Letter shall be effective as of the date of its execution by thedssuer and shall remain in effect for a period <br />of one (1) year (the. "Initial Term"). This Leiter shall:renew automatically on each. anniversary of the <br />'.effective date of this Letter (each an "Additional Term"). Notwithstanding die foregoing; this Letter inay be <br />terminated by either party upon sixty (50) days,prior written notice.. The Initial Term And each.Additional <br />Term shall collectively lie referred to herein as the "Terre". <br />In ardor to perform the engagement, Issuer agrees to provide Ehlers all documents .and information as are <br />deemed necessary to fulfill the Issuer's reporting requirements under.each respective CDU, and within the <br />applicable timeframc(s) ("Disclosure Information"). With respect to Issuer's obligation to report: the <br />occurrence of any event for which amaterial event -notice ("Event.Notice") is to be filed, Issuer shall provide <br />Disclosure Information related to. the event to Ehlers within five (5) days of its occurrence.. All other <br />Disclosure. Information must be provided to Ehlers within fourteen (.14) days. of Issuer's.receipt of any such <br />;request from Ehlers. If Issuer: fails to provide any Disclosure Information to Ehlers in.accordance with the <br />foregoing,: Ehlers shall not. be. held. liable. for any reason in the event that any necessary disclosure filing is <br />y r.. <br />E^sa�J.`v.:�L•��t� �ttis��.i����f,�al��,,.4 <br />