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PROPOSAL FORM <br />The City Council May 22, 2007 <br />City of Gem Lake, Minnesota <br />RE: $850,000* General Obligation Capital Improvement Plan Bonds, Series 2007A <br />DATED: June 20, 2007 <br />For all or none of the above Bonds, in accordance with the Terms of Proposal and terms of the Global Book -Entry System as <br />stated in this Preliminary Official Statement, we will pay you $ (not less than $837,250) plus accrued <br />interest to date of delivery for fully registered Bonds bearing interest rates and maturing in the stated years as follows: <br />• due 2009 % due 2016 % due 2023 <br />• due 2010 % due 2017 % due 2024 <br />% due 2011 <br />% due 2012 <br />% due 2013 <br />% due 2014 <br />% due 2015 <br />% due 2018 <br />% due 2019 <br />% due 2020 <br />% due 2021 <br />% due 2022 <br />% due 2025 <br />% due 2026 <br />% due 2027 <br />% due 2028 <br />* The City reserves the right to increase or decrease the principal amount of the Bonds on the day of sale, in increments of <br />$5,000 each. Increases or decreases may be made in any maturity. If any principal amounts are adjusted, the purchase price <br />proposed will be adjusted to maintain the same gross spread per $1,000. <br />We enclose our good faith deposit in the amount of $17,000, to be held by you pending delivery and payment. Alternatively, <br />we have provided a financial surety bond or have wired our good faith deposit to the U. S. Trust Company, N.A., Greenwich, <br />CT, ABA No. 0210-01318, for further credit to Ehlers & Associates, Inc. Bond Issue Escrow Account No. 850-788-1. If our <br />proposal is not accepted, said deposit shall be promptly returned to us. If the good faith deposit is wired to such escrow account, <br />we agree to the conditions and duties of Ehlers & Associates, Inc., as escrow holder of the good faith deposit, pursuant to this <br />Preliminary Official Statement dated May 11, 2007. This proposal is for prompt acceptance and is conditional upon deposit of <br />said Bonds to The Depository Trust Company, New York, New York, in accordance with the Terms of Proposal. Delivery is <br />anticipated to be on or about June 20, 2007. <br />This proposal is subject to the City's covenant and agreement to enter into a written undertaking to provide continuing disclosure <br />under Rule 15c2-12 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934 as <br />described in the Preliminary Official Statement for this Issue. <br />We have received and reviewed the Preliminary Official Statement and have submitted our requests for additional information <br />or corrections to the Final Official Statement. As Syndicate Manager, we agree to provide the City with the reoffering price of <br />the Bonds within 24 hours of the proposal acceptance. <br />Account Manager: Bv: <br />Account Members: <br />Award will be on a true interest cost basis. According to our computations (the correct computation being controlling in the <br />award), the total dollar interest cost (including any discount or less any premium) computed from June 20, 2007 of the above <br />proposal is $ and the true interest cost (TIC) is _ %. <br />The foregoing offer is hereby accepted by and on behalf of the City Council of the City of Gem Lake, Minnesota, on May 22, <br />2007. <br />BY: By: <br />Title: Title: <br />