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$660,000 City of Gem Lake, Minnesota General Obligation Improvement Bonds Series 2018A CONTINUING DISCLOSURE CERTIFICATE July 12, 2018 This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and delivered by the City of Gem Lake, Minnesota (the "Issuer") in connection with the issuance of its General Obligation Improvement Bonds, Series 2018A (the "Bonds"), in the original aggregate principal amount of $660,000. The Bonds are being issued pursuant to resolutions adopted by the City Council of the Issuer (the "Resolutions"). The Bonds are being delivered to Northland Securities, Inc., Minneapolis, Minnesota, as syndicate manager, (the "Purchaser"), on the date hereof. Pursuant to the Resolutions, the Issuer has covenanted and agreed to provide continuing disclosure of certain financial information and operating data and timely notices of the occurrence of certain events. The Issuer hereby covenants and agrees as follows: Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Issuer for the benefit of the Holders (as defined herein) of the Bonds in order to assist the Participating Underwriters (as defined herein) in complying with SEC Rule 15c2-12(b)(5) (the "Rule"). This Disclosure Certificate, together with the Resolutions, constitutes the written agreement or contract for the benefit of the Holders of the Bonds that is required by the Rule. Section 2. Definitions. In addition to the defined terms set forth in the Resolutions, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Annual Report" means the Issuer's Audited Financial Statements. "Audited Financial Statements" means the financial statements of the Issuer, audited annually by an independent certified public accounting firm, and prepared in accordance with generally accepted accounting principles ("GAAP") for Governmental Units as Prescribed by the Governmental Accounting Standards Board ("GASB") or as otherwise required by Minnesota law for the preceding Fiscal Year, including a balance sheet and statement of revenues, expenditures and changes in fund balances. "Bonds" means the General Obligation Improvement Bonds, Series 2018A, issued by the Issuer in the original aggregate principal amount of $660,000. "EMMA" means the Electronic Municipal Market Access system operated by the MSRB as the primary portal for complying with the continuing disclosure requirements of the Rule. Bonds. "Fiscal Year" means the fiscal year of the Issuer. "Holder" means the person in whose name a Bond is registered or a beneficial owner of such a Bond. "Issuer" means the City of Gem Lake, Minnesota, which is the obligated person with respect to the "Material Event" means any of the events listed in Section 4(a) of this Disclosure Certificate. 5267960 GAF GE190-14