HomeMy WebLinkAbout2018A General Certificate$660,000
City of Gem Lake, Minnesota
General Obligation Improvement Bonds
Series 2018A
GENERAL CERTIFICATE OF THE CITY OF GEM LAKE, NIINNESOTA
July 12, 2018
We, the undersigned, being the duly qualified officers of the City of Gem Lake, Minnesota (the
"City"), hereby certify that no litigation is pending to which the City is a party, or threatened against the City
to restrain or enjoin the issuance, sale, or delivery of the City's General Obligation Improvement Bonds,
Series 2018A (the "Bonds"), in the aggregate principal amount of $660,000 or the payment, collection, or
application of the proceeds thereof or other money and securities pledged or to be pledged to the Bonds or in
any way contesting or affecting any authority for or the validity of the Bonds or the existence of powers of
the City. Further, there are no proceedings of any kind or nature pending or threatened in any way contesting
or affecting the title of the members of the City Council of the City to their offices by or before a Federal,
State, or local governmental or administrative authority or agency.
The undersigned further certify that we have examined the Official Statement, dated June 20, 2018
(collectively, the "Official Statement"), prepared by Ehlers & Associates, Inc. in connection with the issuance
of the Bonds. To the best of our knowledge and belief, as of the date hereof, we certify that the Official
Statement is a complete and accurate representation of the facts stated therein and further that said Official
Statement did not (as of the date of the Official Statement) and does not contain any untrue statement of a
material fact or omit to state a material fact which should be included therein for the purpose for which the
Official Statement is to be used, or which is necessary in order to make the statements made therein, in light
of the circumstances under which they are made, not misleading.
We certify the signatures shown below are the duly authorized signatures of the Mayor, City Clerk
and Treasurer of the City.
(The remainder of this page is intentionally left blank.)
527552v1 GAF GE190-14
IN WITNESS WHEREOF, the undersigned officers have executed this General Certificate as of the
date and year first written above.
CITY OF GEM LAKE, MINNESOTA
pt� z �� �
Mayor
(SEAL)
r I a 4,11AIVA
City Cler
Treasurer
(Signature Page to General Certificate)
527552v1 GAF GE190-14 S_ 1
Form 8038-G Information Return for Tax -Exempt Governmental Obligations
(Rev. September 2011) Under Internal Revenue Code section 149(e) OMB No. 1545-0720
►See separate instructions.
Department of the Treasury Caution: If the issue price is under$100,000, use Form 8038-GC.
Internal Revenue Service
RannrFinn Attthnrity If Amended Return. check here ► ❑
1 Issuer's name
2 Issuer's employer identification number (EIN)
City of Gem Lake, Minnesota
41-6008302
38 Name of person (other than issuer) with whom the IRS may communicate about this return (see instructions)
3b Telephone number of other person shown on 3a
4 Number and street (or P.O. box if mail is not delivered to street address)
Room/suite7
5 Report number (For IRS Use Only)
4200 Otter Lake Road
3
6 City, town, or post office, state, and ZIP code
7 Date of issue
St. Paul, Minnesota 55110
07/12/2018
8 Name of issue
9 CUSIP number
General Obligation Improvement Bonds, Series 2018A
36861A BY4
10a Name and title of officer or other employee of the issuer whom the IRS may call for more information (see
10b Telephone number of officer or other
instructions)
employee shown on 10a
Tom Kelly, Treasurer
651-747-2790
Type of Issue (enter the issue price). See the instructions and attach schedule.
11
12
13
14
15
16
17
18
19
20
Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Health and hospital . . . . . . . . . . . . . . . . . . . . . . . . . .
Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . .
Public safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Environment (including sewage bonds) . . . . . . . . . . . . . . . . . . . .
Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other. Describe ► financing various improvements
If obligations are TANS or RANs, check only box 19a . . . . . . . . . . . . . ► ❑
If obligations are BANS, check only box 19b . . . . . . . . . . . . . . . . ► ❑
If obligations are in the form of a lease or installment sale, check box . . . . . . . . 0.0
11
12
13
14
15
16
17
18
679,227
Description of Obligations. Complete for the entire issue for which this form is being filed.
(a) Final maturity date
F (b) Issue price
(c) Stated redemption
price at maturity
(d) Weighted
I average maturity
(e) Yield
21
02/01/2034
679,227
660,000
9.298 ears
3.0858 %
WMM
Uses of Proceeds of Bond Issue (including underwriters' discount)
22
Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . . .
22
0
23
679,227
23
Issue price of entire issue (enter amount from line 21, column (b)) . . . . .
24 Proceeds used for bond issuance costs (including underwriters' discount) . . 24 52,762
25
Proceeds used for credit enhancement . . . . . . . . . . . . 25 0
26
Proceeds allocated to reasonably required reserve or replacement fund . 26 0
27
Proceeds used to currently refund prior issues . . . . . . . . . 27 0
28
Proceeds used to advance refund prior issues . . . . . . . . . 28 0
29
Total (add lines 24 through 28) . . . . . . . . . . . . . . . . . . . . . . .
29
52,762
30
1 626,465
30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here)
Description of Refunded Bonds. Complete this part only for refunding bonds.
31
Enter the remaining weighted average maturity of the bonds to be currently refunded . . . . ►
years
32
Enter the remaining weighted average maturity of the bonds to be advance refunded . . . . ►
years
33
Enter the last date on which the refunded bonds will be called (MM/DD/YYYI) . . . ►
34
Enter the date(s) the refunded bonds were issued ► (MM/DD/YYYY)
For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 63773S
Form 8038-G (Rev. 9-2011)
Form 8038-G (Rev. 9-2011)
Page 2
iffLial
Miscellaneous
35
Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . . .
35
0
36a
Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract
(GIC) (see instructions) . . . . . . . . . . . . . . . . . . . . . . . .
36a
0
b
Enter the final maturity date of the GIC ►
c
Enter the name of the GIC provider ►
37
Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans
to other governmental units . . . . . . . . . . . . . . . . . . . . . . .
37
0
38a
If this issue is a loan made from the proceeds of another tax-exempt issue, check box ► ❑ and enter the following
information:
b
Enter the date of the master pool obligation ►
c
Enter the EIN of the issuer of the master pool obligation ►
d
Enter the name of the issuer of the master pool obligation ►
39
If the issuer has designated the issue under section 265(b)(3)(13)(1)(111) (small issuer exception), check box . . .
. ► ❑
40
If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . . . . . . . . . . . .
. ► ❑✓
41a
If the issuer has identified a hedge, check here ► ❑ and enter the following information:
b
Name of hedge provider ►
c
Type of hedge ►
d
Term of hedge ►
42
If the issuer has superintegrated the hedge, check box . . . . . . . . . . . . . . . . . .
. ► ❑
43
If the issuer has established written procedui �nnnttalified bonds of this issue are remediated
according to the requirements under the Code,, )ck box . . . . . . .
. ► 0
44
If the issuer has established written procedures
h 148, check box .
► ❑✓
45a
If some portion of the proceeds was used to re (L U�
"
❑ and enter the amount
of reimbursement . . . . . . . . . ► I
b
Enter the date the official intent was adopted
Under penalties of perjury, I declare that I have e s and statements, and to the best of my knowledge
Signature and belief, they are true, correct, and complete. I sure of the Issuer's return information, as necessary to
and process this return, to the person that I have aut
Consent &z644 Tom Kelly, Treasurer
' Signature of issuer's au ized r resentative e ' Type or print name and title
Paid Print/7ype preparer's name Preparer's signature Date Check ❑ if PTIN
Preparer JGina A. Fiorini self-employed P01702051
Use Only Firm's name ► Kennedy & Graven, Chartered Firm's EIN ► 41-1225694
Firm's address ► 200 South 6th Street, Ste 470, Mpls, MN 55402 Phone no. 612-337-9300
Form 8038-G (Rev. 9-2011)
$660,000
City of Gem Lake, Minnesota
General Obligation Improvement Bonds
Series 2018A
TAX CERTIFICATE
July 12, 2018
We, the undersigned, being the duly qualified officers of the City of Gem Lake, Minnesota (the
"City"), hereby certify and recite as follows:
As of the date hereof and in accordance with the directions of the governing body of the City, we
have caused the proper manual or facsimile signatures to be affixed to each of the City's General
Obligation Improvement Bonds, Series 2018A (the "Bonds"), issued in the original aggregate principal
amount of $660,000. The Bonds were issued as of the date hereof in denominations of $5,000 at the
following interest rates:
Year Interest Rate
2020 3.00%
2021 3.00
*Term Bond
Year Interest Rate
2028* 3.00%
2034* 4.00
The Bonds are dated the date hereof, and accrue interest from such date. Interest on the Bonds is
payable semiannually on February 1 and August 1, commencing February 1, 2019. The Bonds are fully
registered and are payable at Bond Trust Services Corporation, Roseville, Minnesota, the Bond Registrar
and Paying Agent.
The Bonds mature on February 1 in the years and amounts as follows:
Year Amount
Year
Amount
2020 $30,000 2028* $290,000
2021 35,000 2034* 305,000
*Term Bond
The City may elect on February 1, 2027, and on any day thereafter to prepay Bonds due on or after
February 1, 2028. Redemption may be in whole or in part and if in part, at the option of the City and in
such manner as the City will determine. If less than all Bonds of a maturity are called for redemption, the
City will notify The Depository Trust Company ("DTC") of the particular amount of such maturity to be
prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to be
redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to
be redeemed. Prepayments will be at a price of par plus accrued interest.
The Bonds maturing February 1, 2028 and February 1, 2034 shall hereinafter be referred to as the
"Term Bonds." The principal amount of the Term Bonds subject to mandatory sinking fund redemption on
any date may be reduced through earlier optional redemptions, with any partial redemptions of the Term
527553A GAF GE190-14
Bonds credited against future mandatory sinking fund redemptions of such Tenn Bonds in such order as the
City shall determine. The Term Bonds are subject to mandatory sinking fund redemption and shall be
redeemed in part at par plus accrued interest on February 1 of the following years and in the principal
amounts as follows:
Sinking Fund Installment Date
February 1, 2028 Term Bond
2022
2023
2024
2025
2026
2027
2028*
Principal Amount
$40,000
40,000
40,000
40,000
40,000
45,000
45,000
* Maturity
Sinking Fund Installment Date
February 1. 2034 Term Bond
Principal Amount
2029
$45,000
2030
50,000
2031
50,000
2032
50,000
2033
55,000
2034*
55,000
* Maturity
The undersigned, as officers of the City who have the responsibility together with the governing
body of the City for the issuance of the Bonds, further certify that, as of the date hereof, the City
reasonably expects the following with respect to the Bonds:
1. Proceeds of Bonds. On the date hereof, the City received proceeds of the Bonds in the
amount $655,467.15 (par amount of $660,000.00, plus original issue premium of $19,227.15, less
underwriter's discount of $23,760.00), plus accrued interest, if any.
2. Purpose of Bonds: Project Costs. The Bonds are being issued to provide funds to finance
all or a portion of the cost of certain assessable public improvements within the City including those
improvements designated as the 2018 Scheuneman Road Reconstruction Project (the "Assessable
Improvements"). Proceeds of the Bonds shall be expended as follows:
527553v1 GAF GE190-14 2
Expenditures
Deposit to Construction Fund
Deposit to Debt Service Fund
(Capitalized Interest)
Costs of Issuance
Underwriter's Discount
Total
Total Proi ct Cost
$ 613,834.17
12,630.98
29,002.00
23.760.00
$679,227.15 *
* Includes par amount of $660, 000, plus an original issue premium of $19,227.1 S.
3. Reimbursement. A portion of the proceeds of the Bonds will be applied to reimburse
expenditures of the City incurred prior to the date of issuance of the Bonds, in the amount of
$ . On . 2018 (which date is prior to, or no later than sixty (60) days after, the
date of any such reimbursed expenditures), the City Council of the City adopted a resolution expressing
its intent to reimburse expenditures from the proceeds of the Bonds for the Assessable Improvements.
4. Yield. Based on the Certificate of Municipal Advisor executed by Ehlers & Associates,
Inc. (the "Municipal Advisor") on the date hereof, the yield on the Bonds is 3.0858095%.
5. Weighted Average Maturity. Based on the Certificate of Municipal Advisor dated as of
the date hereof, the weighted average maturity of the Bonds is 9.298 years.
6. Economic Life of Bond Financed Project. The Assessable Improvements financed with
the proceeds of the Bonds are expected to have an economic life of more than the average maturity of the
Bonds.
7. Disposition of Bond Financed Property. No asset acquired with proceeds derived from
the sale of the Bonds that are allocated to the acquisition of such asset will be sold or transferred by the
City unless the City has first received an opinion from a nationally recognized bond counsel to the effect
that such sale or transfer (or the proposed application of the proceeds derived from such sale or transfer)
will not cause interest on the Bonds to become includable in gross income for federal income tax
purposes.
However, to the extent the proceeds of the Bonds is being used to finance equipment or other
personal property, and the City may dispose of such bond -financed equipment or personal property
without an opinion from a nationally recognized bond counsel if all of the following conditions are
satisfied: (i) the weighted average maturity of the Bonds financing the equipment or personal property is
not greater than one hundred twenty percent (120%) of the reasonably expected actual use of the
equipment or personal property for governmental purposes; (ii) the fair market value of that property on
the date of disposition will not be greater than twenty-five percent (25%) of its cost; and (iii) the property
is no longer suitable for its governmental purposes on the date of disposition.
8. Private Use of Bond l- inanced Property. The Assessable Improvements are expected to
be used by the City, other governmental entities, and the general public.
9. Pavments from Non -governmental Persons. The City will not accept any payment or
other benefit from a non -governmental person benefited from the issuance of the Bonds unless the City
has first received an opinion from a nationally recognized bond counsel to the effect that acceptance of
527553v1 GAF GE190-14
such payment or benefit will not cause interest on the Bonds to become includable in gross income for
federal income tax purposes.
10. Minor Portion. Proceeds of the Bonds will not be used directly or indirectly to acquire
higher yielding investments or to replace funds which were used directly or indirectly to acquire higher
yielding investments, except during temporary periods described in Section 148 of the Internal Revenue
Code of 1986, as amended (the "Code"), and applicable Treasury Regulations (the "Regulations").
Except for monies invested during a temporary period, not more than five percent (5%) of the proceeds of
the Bonds or $100,000, whichever is less and exclusive of amounts, if any, in a reasonably required
reserve or replacement funds and amounts, if any, invested for a reasonable temporary period will be used
to acquire higher yielding investments. The "Minor Portion" for the Bonds is $33,961.36.
11. Three Year Temporary Period. The net sale proceeds and investment proceeds of the
Bonds are intended to be used for a capital project and qualify for a three year temporary period because
the City reasonably expects to satisfy the expenditure test, time test and due diligence test described
below:
(a) Expenditure 'test. At least eighty-five percent (85%) of the net sale proceeds of
the Bonds will be expended for costs of the Assessable Improvements within three years of the
date of this certificate.
(b) Time Test. The City has entered into a contract or contracts for the Assessable
Improvements or will enter into such contract or contracts within six months of the date of the
Bonds, and the City has incurred a binding obligation to expend an amount equal to at least five
percent (5%) of the sale proceeds of the Bonds, net of costs of issuance.
(c) Due Diligence Test. Work on the Assessable Improvements and allocation of
proceeds to expenditures will proceed with due diligence.
12. Temporary Period — Debt Service Account. Monies contributed to or deposited in the
debt service fund for the Bonds, which is a bona fide debt service fund used to pay principal of,
redemption premium (if any), and interest on the Bonds, will:
(a) be withdrawn or paid from such fund within 13 months (or 12 months in the case
of investment earnings on such fund) after receipt thereof; or
(b) be accumulated in such fund in an amount not to exceed the lesser of one year's
earnings on the fund or one -twelfth of annual debt service; and
(c) be scheduled for the payment of highest practical amount of debt service in each
year before the first date that the Bonds are subject to redemption and applied to redemption of
the Bonds on the first call date.
13. Rebate Exception. The aggregate face amount of all tax-exempt obligations excluding
private activity bonds, issued by the City during the calendar year 2018 is not expected to exceed
$5,000,000 and it is expected that no rebate to the United States will be required under the Code.
14. Status as Private Activity Bonds or Arbitrage Bonds. The City will take no action that
will cause any of the Bonds to be deemed to be a "private activity bond" within the meaning of
Section 141 of the Code and applicable Regulations. The City will take no action that will cause any of
527553v1 GAF GE190-14 4
the Bonds to be deemed to be an "arbitrage bond" within the meaning of Section 148 of the Code and
applicable Regulations.
15. No Federal Guarantee. The Bonds will not be "federally guaranteed" within the meaning
of Section 149(b) of the Code. For purposes of this Section 15, the Bonds are "federally guaranteed" if-
(i) the payment of principal or interest with respect to the Bonds is guaranteed, directly or indirectly (in
whole or in part) by the United States (or any agency or instrumentality thereof), or (ii) five percent (5%)
or more of the proceeds of the Bonds are (A) used to make loans the payment of principal or interest with
respect to which is to be guaranteed (in whole or in part) by the United States (or any agency of
instrumentality thereof) or (B) invested (directly or indirectly) in federally insured deposits or accounts.
For purposes of the preceding paragraph, the Bonds shall not be treated as "federally guaranteed" by
reason of any investment of proceeds of the Bonds (i) during the initial three-year temporary period until
such proceeds are needed for the governmental purpose for which the Bonds are being issued, (ii) during
the thirteen -month temporary period applicable to bona fide debt service fund investments, (iii) in bonds
issued by the United States Treasury, and (iv) in any other investments permitted by the Regulations.
16. Hedge Bonds. For purposes of Section 149(g) of the Code, the City represents and
certifies as follows: (i) the City reasonably expects that eighty-five percent (85%) of the spendable
proceeds of the Bonds will be used to carry out the governmental purposes of the Bonds within the
three-year period beginning on the date the Bonds are issued; and (ii) not more than fifty percent (50%) of
the proceeds of the Bonds are to be invested in nonpurpose investments (as defined in
Section 148(f)(6)(A) of the Code) having a substantially guaranteed yield for four years or more.
17. Investment of Proceeds. Any investments purchased with the proceeds of the Bonds will
be purchased at Fair Market Value. "Fair Market Value" shall mean a price at which a willing buyer
would purchase the investment from a willing seller in a bona fide, arm's length transaction.
18. No Other Facts. To the best knowledge and belief of the undersigned, there are no facts
or estimates, other than these contained in the underlying documents upon which this certification is
based, which would materially change the foregoing expectations.
19. No Notification From IRS. The undersigned have not been notified nor do they have any
knowledge to indicate that the City has been listed or is proposed to be listed by the Internal Revenue
Service as an issuer whose certifications may not be relied upon.
20. Not Arbitrage Bonds. On the basis of the foregoing, it is not expected that the proceeds
of the Bonds will be used in a manner that would cause the Bonds to be arbitrage bonds under
Sections 103 and 148 of the Code, and the rules and regulations promulgated under those sections,
including Sections 1.148-1 through 1.148-10 of the Regulations, as amended.
21. Post -Issuance Compliance. The City has adopted written procedures to (a) ensure that all
nonqualified bonds of this issue are remediated according to the requirements of the Code, and
(b) monitor the requirements of Section 148 of the Code.
22. Establishment of Issue Price. The provisions of Section 1.148-1(f)(2)(ii) of the
Regulations, which sets forth a special rule for use of determining the initial offering price of the Bonds to
the public, applies to the initial sale of the Bonds because the winning bidder agreed in writing that it will
neither offer nor sell the Bonds to any person at a price that is higher than the initial offering price to the
public during the period starting on the sale date (June 19, 2018) and ending on the earlier of the
following: (i) the close of the fifth business day after the sale date; or (ii) the date on which the winning
bidder has sold a substantial amount (ten percent (10%)) of the Bonds to the public at a price that is no
527553A GAF GE190-14 5
higher than the initial offering price to the public. Accordingly, the City elects to treat the reasonably
expected initial offering price to the public as of the sale date (June 19, 2018) as the issue price of the
Bonds, as set forth in the certification provided by the winning bidder and in accordance with
Section 1. 148-1 (f)(2)(ii) of the Regulations.
The City has an official seal which has been affixed hereto but which has not been affixed to or
imprinted on the Bonds as permitted by law.
(The remainder of this page is intentionally left blank.)
5275530 GAF GE190-14
IN WITNESS WHEREOF, the undersigned officers have executed this Tax Certificate as of the
date and year first written above.
CITY OF GEM LAKE, NIINNESOTA
—z
Mayor
(SEAL)
City Clerk
City Treasurer
(Signature Page to Tax Certificate)
527553v1 GAF GE190-14 S-1
$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
"MSRB" means the Municipal Securities Rulemaking Board located at 1300 I Street NW,
Suite 1000, Washington, DC 20005.
"Participating Underwriter" means any of the original underwriter(s) of the Bonds (including the
Purchaser) required to comply with the Rule in connection with the offering of the Bonds.
"Purchaser" means Northland Securities, Inc., Minneapolis, Minnesota, as syndicate manager.
"Repository" means ENEMA.
"Rule" means SEC Rule 15c2-12(b)(5) promulgated by the SEC under the Securities Exchange Act
of 1934, as the same may be amended from time to time, and including written interpretations thereof by the
SEC.
"SEC" means Securities and Exchange Commission, and any successor thereto.
Section 3. Provision of Annual RelLoil. To the extent such information is customarily prepared
by the Issuer and is publicly available, the Issuer shall provide not later than 12 months after the end of the
Fiscal Year commencing with the year that ends December 31, 2018, the Repository with its Annual Report.
The Annual Report may be incorporated by reference from other documents, including official statements of
debt issues of the Issuer or related public entities, which have been submitted to the Repository or the SEC.
If the document incorporated by reference is a final official statement, it must also be available from the
MSRB. The Issuer shall clearly identify each such other document so incorporated by reference.
The Annual Report may be submitted as a single document or as separate documents comprising a
package, and may cross-reference other information as provided in Section 4 of this Disclosure Certificate;
provided that the Audited Financial Statements of the Issuer may be submitted separately from the balance of
the Annual Report.
Section 4. Reporting of Material Events.
(a) This Section 4 shall govern the giving of notices of the occurrence of any of the following
events if material with respect to the Bonds:
Principal and interest payment delinquencies;
2. Non-payment related defaults, if material;
3. Unscheduled draws on debt service reserves reflecting financial difficulties;
4. Unscheduled draws on credit enhancements reflecting financial difficulties;
Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final
determinations of taxability, Notices of Proposed Issue (IRS Form 5701—TEB), or other
material notices or determinations with respect to the tax status of the security, or other
material events affecting the tax status of the security;
Modifications to rights of security holders, if material;
5267960 GAF GE190-14 2
Bond calls, if material, and tender offers;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the securities, if material;
11. Rating changes;
12. Bankruptcy, insolvency, receivership or similar event of the obligated person;
13. The consummation of a merger, consolidation, or acquisition involving an obligated
person or the sale of all or substantially all of the assets of the obligated person, other
than in the ordinary course of business, the entry into a definitive agreement to undertake
such an action or the termination of a definitive agreement relating to any such actions,
other than pursuant to its terms, if material; and
14. Appointment of a successor or additional trustee or the change of name of a trustee, if
material.
(b) The Issuer shall file a notice of such occurrence with the Repository or with the MSRB
within ten (10) business days of the occurrence of the Material Event.
(c) Unless otherwise required by law and subject to technical and economic feasibility, the
Issuer shall employ such methods of information transmission as shall be requested or recommended by the
designated recipients of the Issuer's information.
Section 5. EMMA. Tile SEC has designated EMMA as a nationally recognized municipal
securities information repository and the exclusive portal for complying with the continuing disclosure
requirements of the Rule. Until the EMMA system is amended or altered by the MSRB and the SEC, the
Issuer shall make all filings required under this Disclosure Certificate solely with EMMA.
Section 6. Termination of Reporting Obligation. The Issuer's obligations under the
Resolutions and this Disclosure Certificate shall terminate upon the redemption in full of the Bonds or
payment in full of all the Bonds.
Section 7. Agent. The Issuer may, from time to time, appoint or engage a dissemination agent
to assist it in carrying out its obligations under the Resolutions and this Disclosure Certificate, and may
discharge any such agent, with or without appointing a successor dissemination agent.
Section 8. Amendment: Waiver. Notwithstanding any other provision of the Resolutions and
this Disclosure Certificate, the Issuer may amend this Disclosure Certificate, and any provision of this
Disclosure Certificate may be waived, if such amendment or waiver is supported by an opinion of nationally
recognized bond counsel to the effect that such amendment or waiver would not, in and of itself, cause a
violation of the Rule. This Disclosure Certificate, or any provision hereof, shall be null and void in the event
that the Issuer delivers to the Repository, an opinion of nationally recognized bond counsel to the effect that
those portions of the Rule which require the Resolutions and this Disclosure Certificate are invalid, have been
repealed retroactively or otherwise do not apply to the Bonds. The provisions of the Resolutions and this
Disclosure Certificate may be amended without the consent of the Holders of the Bonds, but only upon the
delivery by the Issuer to the Repository, of the proposed amendment and an opinion of nationally recognized
5267960 GAF GE190-14
bond counsel to the effect that such amendment, and giving effect thereto, will not adversely affect the
compliance of the Resolutions and this Disclosure Certificate and by the Issuer with the Rule.
Section 9. Additional Information. Nothing in this Disclosure Certificate shall be deemed to
prevent the Issuer from disseminating any other information, using the means of dissemination set forth in
this Disclosure Certificate or any other means of communication, or including any other information in any
Annual Report or notice of occurrence of a Material Event, in addition to that which is required by this
Disclosure Certificate. If the Issuer chooses to include any information in any Annual Report or notice of
occurrence of a Material Event in addition to that which is specifically required by this Disclosure Certificate,
the Issuer shall have no obligation under this Disclosure Certificate to update such information or include it in
any future Annual Report or notice of occurrence of a Material Event.
Section 10. Default. In the event of a failure of the Issuer to comply with any provision of this
Disclosure Certificate any Holder of the Bonds may take such actions as may be necessary and appropriate,
including seeking mandamus or specific performance by court order, to cause the Issuer to comply with its
obligations under the Resolutions and this Disclosure Certificate. A default under this Disclosure Certificate
shall not be deemed an event of default with respect to the Bonds and the sole remedy under this Disclosure
Certificate in the event of any failure of the Issuer to comply with this Disclosure Certificate shall be an
action to compel performance.
Section 11. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the
Issuer, the Participating Underwriters and Holders from time to time of the Bonds, and shall create no rights
in any other person or entity.
(The remainder of this page is intentionally left blank.
5267960 GAF GE190-14
IN WITNESS WHEREOF, we have executed this Disclosure Certificate in our official capacities
effective as of the date and year first written above.
CITY OF GEM LAKE, MP4NESOTA
Mayor 0�
(SEAL)
City Cler
(Signature Page to Continuing Disclosure Certificate)
5267960 GAF GE190-14 S_ 1
$660,000
City of Gem Lake, Minnesota
General Obligation Improvement Bonds
Series 2018A
CERTIFICATE OF RECEIPT AND DELIVERY
July 12, 2018
I, the undersigned Treasurer of the City of Gem Lake, Minnesota hereby certify that as of the date
stated below, I have received from Northland Securities, Inc., Minneapolis, Minnesota, as syndicate manager,
the purchaser of the above -referenced obligations (the "Bonds"), the purchase price of the Bonds computed
as follows:
Principal Amount
$660,000.00
Original Issuer Premium
19,227.15
Purchaser's discount
(23.760.00)
Total $655,467.15
The Bonds are dated the date hereof, and accrue interest from such date. Interest on the Bonds is payable on
February 1 and August 1, commencing February 1, 2019.
(The remainder of this page is intentionally left blank.)
527551v1 GAF GE190-14
IN WITNESS WHEREOF, the undersigned officer has executed this Certificate of Receipt and
Delivery as of the date and year first written above.
CITY OF GEM LAKE, MPgNESOTA
(SEAL) Treasurer
(Signature Page to Receipt and Delivery Certificate)
527551v1 GAF GE190-14 S-1