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HomeMy WebLinkAbout8.a. Accept Bids and Award Sale - G.O. Improvement Bonds, Series 2012A � ROSEMOLINT EXECUTIVE SUMMARY CITY COUNCIL City Council Meeting Date: August 21, 2012 AGENDA ITEM: Accept Bids and Award Sale — G.O. AGENDA SECTION: Improvement Bonds, Series 2012A Old Business PREPARED BY: Jeff May, Finance Director AGENDA NO. .a, ATTACHMENTS: Resolution and Official Statement APPROVED BY: RECOMMENDED ACTION: Motion to adopt a Resolution Awarding the Sale of$810,000 General Obligation Improvement Bonds, Series 2012A; and Providing for their Issuance. ISSUE Accept bids and award sale of itnprovement bonds for the construction of street and utility improvements for the City pxoject Gxeystone 15`Addition. BACKGROUND T'his item is on the agenda for Council to formally award the sale of the impxovement bonds. At 10:00 A.M.Tuesday,August 21,2012, sealed bids for G.O. Impxovement Bonds, Series 2012A,will be opened and the xesults tabulated at the offices of Springsted, our financial advisors for the sa1e. A representa.tive fYOm Springsted will be at the Council meeting that evening to give theit recommendation for the issuance of these bonds and to answex any questions that you may have. Because the bid opening is not until earlier in the day Tuesday,you will receive information regarding the bids at the meeting that evening. SUMMARY Recommend the above motion. CITY OF ROSEMOUNT DAKOTA COUNTY, MINNESOTA RESOLUTION 2012- A RESOLUTION AWARDING THE SALE OF $810,000 GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 2012A; AND PROVIDING FOR THEIR ISSUANCE BE IT RESOLVED By the City Council of the City of Rosemount, Dakota County,Minnesota (the "City") as follows: Section 1. Sale of Bonds. 1.01 Authorization. It is hereby detexmined that it is necessary and expedient that the City issue appro�mately$810,000 General Obligation Impxovement Bonds, Sexies 2012A (the`Bonds") pu�suant to Minnesota Statutes, Chapters 429 and 475 (the"Act") to provide financing for various improvements in the City (the "Improvements"). The City is authorized by Minnesota Statutes, Section 475.60, Subdivision 2(9) to negotiate the sale of the Bonds if the City has retained an independent financial advisor in connection with such sale. The City has retained Springsted Incorporated as an independent financial consultant in connection with the sale of the Bonds. 1.02 Award to the Purchaser and Interest Rates. The pxoposal of (the"Purchasex") to purchase $810,000 General Obligation Improvement Bonds, Series 2012A (the"Bonds") of the Ciry described in the Texms of Proposal thereof is determined to be the most favorable offex and is accepted,the proposal being to puxchase the Bonds at a price of $ plus accxued interest to date of delivexy, for Bonds bearing interest as follows: Yeax Intexest Rate Year Interest Rate 2014 2017 2015 2018 2016 1.03. Purchase. The sum of $ being the amount proposed by the Purcha,ser in excess of $803,520 shall be credited to the Debt Service Fund hereinafter cxeated, or deposited in the Construction Fund under Section 4.01 hereof,as determined bq the City's financial advisor and the City Finance Dixector. The City Finance Director is directed to retain the good faith check of the Purchasex,pending completion of the sale of the Bonds,and to return the good faith checks of the unsuccessful proposers forthwith. The Mayor and City Clerk are directed to execute a contract with the Purchaser on behalf of the City. 1.04. Terms and Princi�al Amount of the Bonds. The City will forthwith issue and sell the Bonds pursuant to Minnesota Statutes, Chapter 475 (the `Ac�') in the total principal amount of $810,000, originally dated September 1,2012,in the denomination of $5,000 each or any integxal multiple thereof,nuxnbered No. R-1,upward,bearing interest as above set forth, and which mature serially on Febxuary 1 without option of prior payment in the yeaxs and amounts as follows: 1 407953v1JSB RS125-12 RESOLUTION 2012 - Year Amount Year Amount 2014 $155,000 2016 $165,000 2015 160,000 2017 165,000 2016 165,000 As may be xequested by the Purchasex, one or moYe texm Bonds may be issued having mandatory sinking fund redemption and final maturity amounts conforming to the foregoing principal repayment schedule,and corresponding additions may be made to the provision of the applicable Bond(s). 1.05. No O�tional Redem�tion. The Bonds are not subject to prepayment prior to their maturity at the option of the Ciry. Section 2. Registration and Pa�ment. 2.01. Registered Form. The Bonds will be issued only in fully registered form. The interest thereon and,upon surrender of each Bond, the principal amount thereof,is payable by check or draft issued by the Registrar described hexein. 2.02. Dates:Interest Pa�ment Dates. Each Bond will be dated as of the last interest payment date preceding the date of authentication to which interest on the Bond has been paid or ma,de available for payment,unless (i) the date of authentication is an interest payment date to which intetest has been paid or made available fox payment,in which case the Bond will be dated as of the date of authentication, or (u) the date of authentication is prior to the fixst interest payment date,in which case the Bond will be dated as of the date of original issue. The intexest on the Bonds is payable on Februaxy 1 and August 1 of each yeax,commencing August 1,2013,to the xegistered owners of recoxd as of the close of business on the fifteenth day of the immediately preceding month, whether or not that day is a business day. 2.03. Re�istxation. The City will appoint,and will maintain, a bond registtar,transfer agent, authenticating agent and paying agent (the"Registrar"). The effect of registration and the rights and duties of the City and the Registrar with respect thereto axe as follows: (a) Re �ster. The Registrax must keep at its principal corporate trust office a bond register in which the Registrar provides fox the registration of ownership of Bonds and the registration of txansfers and exchanges of Bonds entided to be registered, transferred ox exchanged. (b) Transfer of Bonds. Upon surrender fox ttansfer of a Bond duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer,in form satisfactory to the RegistraY, duly executed by the registered ownex thereof or by an attoxney duly authorized bp the registered owner in writing,the RegistYar will authenticate and deliver,in the name of the designated transfexee or transfexees, one or more new Bonds of a like aggregate principal amount and maturity, as requested by the transferor. The Registrar may,however, close the books for registration of any transfer after the fifteenth day of the month preceding each interest payment date and until that interest payment date. (c) Exchange of Bonds. When Bonds are surrendexed by the registered ownex for exchange the Registrar will authenticate and deliver one or more new Bonds of a like aggregate principal amount and mati.irity as requested by the registered owner or the owner's attorney in writing. 2 RESOLUTION 2012 - (d) Cancellation. Bonds surrendered upon transfer or exchange will be prompdy cancelled by the Registrar and theYeaftex disposed of as dixected by the City. (e) Im�ro�ex or Unauthorized TransfeY. When a Bond is presented to the Registrar for transfer, the Registrar may refuse to transfer the Bond until the Registrar is satisfied that the endorsement on the Bond or sepaYate instrument of transfer is valid and genuine and that the requested transfer is legally authorized. The Registrax will incur no liability for the refusal,in good faith,to make transfexs which it,in its judgment,deems impropex ox unauthorized. (� Persons Deemed Owners. The City and the Registrar may treat the person in whose name a Bond is registeYed in the bond Yegistex as the absolute owner of the Bond,whether the Bond is ovexdue or not, for the purpose of receiving payment of,or on account of,the principal of and interest on the Bond and fox all othex purposes,and payments so made to a registered owner or upon the owner's order will be valid and effectual to satisfy and discharge the liability upon the Bond to the extent of the sum ox sums so paid. (g� Taxes,Fees and Charees. The Registrar may impose a charge upon the ownex thereof fox a transfer ox exchange of Bonds sufficient to xeimburse the Registrax fox any tax, fee or other governmental charge required to be paid with respect to the transfer or exchange. (h) Mutilated,LostJ Stolen or Destroved Bonds. If a Bond becomes mutilated or is destroyed, stolen or lost, the Registrar will delivex a new Bond of like amount,number,maturity date and tenor in exchange and substitution for and upon cancellation of the mutilated Bond or in lieu of and in substitution for any Bond destroyed, stolen or lost,upon the payment of the reasonable expenses and charges of the Registrar in connection therewith;and,in the case of a Bond destroyed, stolen or lost,upon filing with the Registrar of evidence satisfactory to it that the Bond was destroyed, stolen or lost,and of the ownexship thereof, and upon fizrnishing to the Registrar an appropriate bond or indemnity in form, substance and amount satisfactory to it and as provided by law,in wl�ich both the City and the Registrar must be named as obligees. Bonds so surrendered to the Registxar will be cancelled by the Registrar and evidence of such cancellation must be given to the City. If the mutilated,destroyed, stolen or lost Bond has already matused or been called fox redemption in accordance with its terms it is not necessaxy to issue a new Bond prior to payment. 2.04. A�vointment of Initial Registrar. The City appoints U.S. Bank National Association, St. Paul,Minnesota, as the initial RegistraY. The MayoY and the City Clerk are authorized to execute and delivex, on behalf of the City,a contract with the Registrar. Upon merger ox consolidation of the Registrar with another corporation,if the resulting corporation is a bank or trust company authorized by law to conduct such business, the xesulting corporation is authorized to act as successor Registra,r. The City agYees to pay the xeasonable and customary chaxges of the Registrar for the services pexformed. The City reserves the right to remove the Registrar upon 30 days'notice and upon the appointment of a successox Registrar,in which event the predecessor Registrar must delivex all cash and Bonds in its possession to the successor Registrar and must deliver the bond register to the successor Registrar. On ox befoYe each principal or interest due date,without further ordex of this Council, the City Clerk must ttansmit to the Registrar monies sufficient for the payment of all principal and intexest then due. 2.05. Execution,Authentication and Deliverv. The Bonds will be prepared under the direction of the City Clerk and executed on behalf of the City by the signatures of the Mayor and the City Clerk, provided that all signatures may be printed, engraved or lithographed facsimiles of the originals. If 3 RESOLUTION 2012 - an officeY whose signatuYe or a facsimile of whose signatuYe appears on the Bonds ceases to be such officer before the delivery of any Bond, that signatute ox facsimile will nevertheless be valid and sufficient for all purposes, the same as if the officex had xemained in office until delivery. Notwithstanding such execution, a Bond will not be valid or obligatory for any purpose or entided to any security oY benefit under this Resolution unless and until a certificate of authentication on the Bond has been duly executed by the manual signature of an authorized representative of the Registrar. Certificates of authentication on different Bonds need not be signed by the same repxesentative. The executed certificate of authentication on a Bond is conclusive evidence that it has been authenticated and delivered undex this Resolution. When the Bonds have been so prepaxed, executed and authenticated,the City Finance Director will deliver the same to the Purchaser upon payment of the puxchase price in accordance with the contract of sale heretofore made and executed,and the Purchasex is not obligated to see to the application of the putchase price. 2.06. Tem�orary Bonds. The City may elect to deliver in lieu of printed definitive Bonds one or more typewritten temporary Bonds in substantially the form set forth in Section 3 with such changes as may be necessary to reflect more than one maturity in a single temporary bond. Upon the execution and delivery of definitive Bonds the temporaxy Bonds will be exchanged therefor and cancelled. Section 3. Foxm of Bond. 3.01. The Bonds will be printed or typewritten in substantially the following form: No. R-_ UNITED STATES OF AMERICA $ STATE OF MINNESOTA COUNTY OF DAKOTA CITY OF ROSEMOUNT GENERAL OBLIGATION IMPROVEMENT BOND, SERIES 2012A Date of Rate Maturi OriginalIssue CUSIP ,20_ September 1,2012 Registered Ownex: Cede&Co. The City of Rosemount,Minnesota,a duly organized and existing municipal coxporation in Dakota County,Minnesota (the "City"), acknowledges itself to be indebted and for value received promises to pay to the Registered Ownex specified above, or registered assigns,the principal sum set forth above on the maturity date specified above without option of prior payment,with interest thexeon from the date hereof at the annual rate specified above,payable February 1 and August 1 in each year,commencing August 1, 2013,to the person in whose name this Bond is xegistered at the close of business on the fifteenth day (whether or not a business day) of the immediately preceding 4 RESOLUTION 2012 - month. The interest hereon and,upon presentation and surrender heYeof, the principal hereof are payable in lawful money of the United States of America by check or draft by U.S. Bank Narional Association, St. Paul,Minnesota, as Registrar,Paying Agent,TransfeY Agent and Authenticating Agent,ox its designated successox undex the Resolution described herein. Fox the prompt and full payment of such principal and intexest as the same xespectively become due,the full faith and credit and ta�ng powers of the City have been and axe hereby irYevocably pledged. This Bond is one of an issue in the aggxegate principal amount of $810,000 all of like original issue date and tenor,except as to number,maturity date, and interest rate, all issued pursuant to a resolution adopted by the City Council on August 21,2012 (the"Resolution"), for the purpose of providing money to finance various improvement projects within the City,pursuant to and in full conformity with the Constitution and laws of the State of Minnesota,including Minnesota Statutes, Chapters 429 and 475,and the principal hereof and interest hereon are payable from special assessments against property specifically benefited by local improvements and from ad valorem taxes, as set forth in the Resolution to which Yeferences is made for a full statement of rights and powers thereby conferYed. The full faith and credit of the City axe ixrevocably pledged for payrnent of this Bond and the City Council has obligated itself to levy ad valoxem taxes on all taxable property in the City,which taxes may be levied without limitation as to rate or amount. The Bonds of this series are issued only as fully Yegistered Bonds in denominations of $5,000 or any integral multiple thereof of single maturities. As provided in the Resolution and subject to certain limitations set forth therein,this Bond is transferable upon the books of the City at the principal office of the Registrar,by the xegistered ownex hereof in person or by the ownex's attorney duly authoxized in writing,upon surrender hereof together with a written instrument of transfer satisfactory to the Registrat,duly executed by the registered owner or the owner's attoxney;and may also be surxendered in exchange for Bonds of other authorized denominations. Upon such transfer or exchange the City will cause a new Bond or Bonds to be issued in the name of the transferee or registered owner,of the same aggregate principal amount,bearing inteYest at the same rate and maturing on the same date, subject to reimbursement for any tax, fee or govexnmental charge xequired to be paid with respect to such transfer ox exchange. The City Council has designated the issue of Bonds of which this Bond forms a paxt as "qualified tax exempt obligations"within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the"Code"). The City and the Registrar may deem and treat the person in whose name this Bond is registered as the absolute ownex hereof,whether this Bond is oveYdue or not, for the purpose of receiving payxnent and for all other purposes, and neither the City nor the Registrax will be affected by any notice to the contrary. IT IS HEREBY CERTIFIED,RECITED,COVENANTED AND AGREED that all acts, conditions and things required by the Constitution and la.ws of the State of Minnesota to be done, to e�st,to happen and to be performed preliminary to and in the issuance of this Bond in order to make it a valid and binding general obligation of the City in accordance with its terms,have been done, do exist,have happened and have been performed as so required,and that the issuance of this Bond does not cause the indebtedness of the City to exceed any constitutional,or statutory limitation of indebtedness. 5 RESOLUTION 2012 - This Bond is not valid or obligatory for any purpose or entided to any security or benefit undex the Resolurion until the Certificate of Authentication hereon has been executed by the Registtar by manual signature of one of its authorized representatives. IN WITNESS WHEREOF,the City of Rosemount,Dakota County,Minnesota,by its City Council, has caused this Bond to be executed on its behalf by the facsimile or manual signatutes of the Mayor and City Clerk and has caused this Bond to be dated as of the date set forth below Dated: ,2012 CITY OF ROSEMOUNT,MINNESOTA (F'acsimile) (Facsitnile� City Clerk Mayox CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within. U.S. BANK NATIONAL ASSOCIATION By Authorized Repxesentative The followixig abbreviations,when used in the inscription on the face of this Bond,will be construed as though they were written out in full according to applicable laws ot regulations: TEN COM --as tenants UNIF GIFT MIN ACT Custodian in common (Cust) (Minor) TEN ENT--as tenants under Uniform Gifts or by entixeties Transfers to Minors Act. . . . . . . . Y . . . JT TEN -- as joint tenants with right of survivorship and not as tenants in common (State) Additional abbYeviations may also be used though not in the above list. 6 RESOLUTION 2012 - ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Bond and all rights thereunder, and does hexeby irrevocably constitute and appoint attoxney to transfer the said Bond on the books kept fox Yegistration of the within Bond,with full power of substitution in the premises. Dated: Notice: The assignor's signature to this assignment must correspond cvith the name as it appeaxs upon the face of the within Bond in every particular,without alteration or any change whatevex. Signatuxe Guaxanteed: NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the Securities Txansfer Agent Medallion Program ("STAMP"),the Stock Exchange Medallion Program ("SEMP"),the New York Stock Exchange,Inc. Medallion Signatures Program ("MSP") ox other such"signature guarantee pxogram" as may be determined by the Registrar in addition to, or in substitution for, STAMP, SEMP oY MSP,all in accordance with the Securities Exchange Act of 1934, as amended. The Registrar will not effect transfer of this Bond unless the information concerning the assignee requested below is provided. Name and Address: (Include information for all joint owners if this Bond is held by joint account.) Please insert social security ox otheY identifying number of assignee 7 RESOLUTION 2012 - PROVISIONS AS TO REGISTRATION The ownership of the principal of and interest on the within Bond has been registered on the books of the Registrax in the name of the person last noted below Date of Registration Registered Owner Si2nature of Registrax Cede&Co. Federal ID #13-2555119 3.02. Avnx�g Lega1 O_n� The City Finance Director is authorized and directed to obtain a copy of the proposed approving legal opinion of Kennedy&Graven,Chaxtered,Minneapolis, Minnesota,which is to be complete except as to dating thereof and cause the opinion to be printed on ox accompany each Bond. Section 4. Pa�ment:Securit�;Pled�es and Covenants. 4.01 Debt Service Fund. (a) The Bonds are payable fxom the General Obligation Improvement Bonds, Series 2012A Debt Service Fund (the"Debt Service Fund") hereby created, and the proceeds of geneYal taxes hereinafter levied (the "Taxes"), and special assessments (the "Assessments") levied or to be levied for the Impxovements are hereby pledged to the Debt Sexvice Fund. If a payment of principal or interest on the Bonds becomes due when thexe is not sufficient money in the Debt Service Fund to pay the same, the City Finance Director is directed to pay such principal or interest from othex funds of the City,and such fund will be reixnbursed for those advances out of the proceeds of Assessments and Taxes when collected. There is appropriated to the Debt Service Fund (i) any amount ovex the muumum purchase price paid bp the Purchaser, to the extent designated for deposit in the Debt Service Fund in accordance with Section 1.03,and (ii) the accxued interest paid by the Purchaser upon closing and delivery of the Bonds. (b) Construction Fund. The proceeds of the Bonds,less the appxopriations made in paxagraph (a), together with (i) approximately$36,990 of storm sewer core funds, (u) approximately$14,877 of sanitary sewer coxe funds, (iu) approximately$207,142 paid by the pxoperty owner pursuant to a petition and waiver agreement, (iv) any othex funds appropriated for the Improvements and (v) Assessments collected during the construction of the Improvements will be deposited in a separate construction fund (the "Construction Fund") to be used solely to defray e�enses of the Improvements and the payment of principal and interest on the Bonds prior to the completion and payment of all costs of the Improvements. Any balance remaining in the Constxuction Fund after completion of the Improvements may be used to pay the cost in whole or in part of any other improvement instituted under the Act. When the Improvements axe completed and the cost thereof paid, the Consttuction Fund is to be closed and subsequent collections of Assessments for the Improvements are to be deposited in the Debt Service Fund. 4.02. City Covenants. The City hexeby covenants with the holders from time to time of the Bonds as follows: (a) It is hereby detexmined that at least 20% of the costs of the Impxovements to the City will be paid by Assessments. The City has caused or will cause the Assessments for the Improvements to be prompdy levied so that the fixst installment will be collectible not later than 2013 and will take all steps necessary to assure prompt collection,and the levy of the Assessments is hexeby 8 RESOLUTION 2012 - authoYized. The City Council will cause to be taken with due diligence all further actions that are required foY the construction of each ImpYOVement financed wholly or partly from the proceeds of the Bonds,and will take all fi�ther actions necessary fox the final and valid levy of the Assessments and the appropriation of any other funds needed to pay the Bonds and interest thereon when due. (b) In the event of any cuxxent or anticipated deficiency in Assessments, the City Council will levy ad valorem taxes in the amount of the current or anticipated deficiency. (c) The City will keep complete and accurate books and Yecords showing: receipts and disbursements in connection with the Improvements,Assessments levied therefor and othex funds appropxiated for their payment,collections thereof and disbursements therefrom,monies on hand and, the balance of unpaid Assessments. (d) The City will cause its books and Yecords to be audited at least annually and will furnish copies of such audit reports to any interested pexson upon request. 4.03. CeYtification to County Auditor as to Debt Sexvice Fund Amount. It is hereby determined that the estimated collections of Assessments will produce at least 5%in excess of the amount needed to meet when due the principal and interest payments on the Bonds. 4.04. Countv Auditor Cextificate as to Registtation. The City Administrator is authorized and directed to file a certified copy of this resolution with the Counry Auditor of Dakota County and to obtain the certificate required by Minnesota Statutes, Section 475.63. Section 5. Authentication of Transcriut. 5.01. Authorit�Proceedings and Records. The officers of the City are authorized and directed to prepare and furnish to the Purchaser and to the attorneys approving the Bonds,certified copies of proceedings and records of the City relating to the Bonds and to the financial condition and affairs of the City,and such other cextificates,affidavits and txanscripts as may be required to show the facts within their knowledge or as shown by the books and records in their custody and under theit control,xelating to the validity and maxketability of the Bonds and such instruments,including any heretofore fi�nished,will be deemed xepresentations of the City as to the facts stated therein. 5.02. Certificate as to Official Statement. The Mayor and City Clerk are hereby authorized and directed to certify that they have examined the Official Statement prepared and cixculated in connection with the issuance and sale of the Bonds and that to the best of their knowledge and belief the Official Statement is a complete and accurate representation of the facts and representations made therein as of the date of the Official Statement. Section 6. Tax Covenant. 67.01. Tax Exem�t Bonds. The City covenants and agrees with the holders from time to time of the Bonds that it will not take or permit to be taken by anp of its officers,employees ox agents any action which would cause the interest on the Bonds to become subject to taxation undex the Internal Revenue Code of 1986,as amended (the "Code"),and the Txeasury Regulations promulgated thereunder,in effect at the time of such actions,and that it will take or cause its officers, employees or agents to take, all affirmative action within its power that may be necessary to ensure that such interest will not become subject to taxation under the Code and applicable Treasury Regulations,as presendy existing or as hereafter amended and made applicable to the Bonds. 9 RESOLUTION 2012 - 6.02. No Rebate Rec�uired. (a) The City will comply with requirements necessary undex the Code to establish and maintain the exclusion from gross income of the interest on the Bonds under Section 103 of the Code,including without limitation requirements relating to temporaYy periods for investments and limitations on amounts invested at a yield greater than the yield on the Bonds. (b) For purposes of qualifying for the small-issuer exception to the federal axbitrage rebate requirements, the City finds, determines and decla,res that the aggregate face amount of all tax-exempt bonds (other than private activity bonds) issued by the City (and all subordinate entities of the City) during the calendax year in which the Bonds are issued is not reasonably expected to exceed$5,000,000,within the meaning of Section 148(fl(4)(C) of the Code. 6.03. Not Private Activity Bonds. The City fuxther covenants not to use the pxoceeds of the Bonds ox to cause or permit them ox any of them to be used,in such a manner as to cause the Bonds to be"private activity bonds"within the meaning of Sections 103 and 141 through 150 of the Code. 6.04. Bank Oualified. In order to qualify the Bonds as "qualified tax-exempt obligations"withui the meaning of Section 265(b)(3) of the Code,the City makes the following factual statements and repxesenta,tions: (a) the Bonds are not"private activity bonds" as defined in Section 141 of the Code; (b) the City hexeby designates the Bonds as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Code; (c) the reasonably anticipated amount of tax-exempt obligations (other than private activity bonds,that are not qualified 501(c)(3) bonds) which will be issued by the City (and all subordinate entities of the City) during calendar yeax 2012 will not exceed$10,000,000;and (d) not more than$10,000,000 of obligations issued by the Ciry during calendar year 2012 have been designated fox purposes of Section 265(b)(3) of the Code. 6.05. Procedural Rec�uirements. The City will use its best efforts to comply with any federal procedural xequirements which may apply in order to effectuate the designations made by this section. Section 7. Book-Entry S�stem;Limited Obligation of Cit� 7.01. DTC. The Bonds will be initially issued in the form of a sepaxate single typewritten or printed fully registered Bond for each of the maturities set forth in Section 1.02 hereof. Upon initial issuance, the ownership of each Bond will be registered in the registration books kept by the Registrar in the name of Cede&Co., as nominee for The Depositoxy Trust Company,New York, New Yoxk,and its successors and assigns ("DTC"). Except as provided in this section,alt of the outstanding Bonds will be registered in the registration books kept by the Registrar in the name of Cede&Co.,as nominee of DTC. 7.02. Partici�ants. With respect to Bonds registexed in the registration books kept by the Registrax in the name of Cede&Co., as nominee of DTC, the City, the Registrax and the Paying Agent will have no responsibility or obligation to any broker dealexs,banks and other financial institutions from 10 RESOLUTION 2012 - time to time foY which DTC holds Bonds as securities depository (the "Participants") or to any other person on behalf of which a Participant holds an interest in the Bonds,including but not limited to any responsibility or obligation with respect to (i) the accuYacy of the records of DTC, Cede &Co. ox any PaYricipant with respect to any owneYShip interest in the Bonds, (u) the delivery to any Participant or any other pexson (other than a xegistered owner of Bonds,as shown by the registration books kept by the Registrar), of any notice with respect to the Bonds,including any notice of redemption, or (ui) the payment to any Participant or any other person, other than a registered owner of Bonds, of any amount with respect to principal of,premium,if any, or interest on the Bonds. The City, the Registrar and the Paying Agent may treat and consider the person in whose name each Bond is registered in the registration books kept by the Registrar as the holder and absolute owneY of such Bond for the purpose of payment of principal,premium and interest with respect to such Bond, for the purpose of xegistering transfers with respect to such Bonds,and for all other puxposes. The Paying Agent will pay all principal of,ptemium,if any,and interest on the Bonds only to or on the order of the respective xegistexed owners,as shown in the registration books kept by the Registrar,and all such payments will be valid and effectual to fully satisfy and discharge the City's obligations with respect to payment of principal of,premium,if any, or interest on the Bonds to the extent of the sum or sums so paid. No person other than a registered owner of Bonds, as shown in the xegisttation books kept by the Registrar,will receive a cextificated Bond evidencing the obligation of this resolution. Upon delivery by DTC to the City Clerk of a written notice to the effect that DTC has determined to substitute a new nominee in place of Cede&Co., the words "Cede&Co.,"will refer to such new nominee of DTC;and upon receipt of such a notice,the City Clerk will promptly deliver a copy of the same to the Registrar and Paying Agent. 7.03. Re�resentation Letter. The Ciry has heretofore executed and delivered to DTC a Blanket IssueY Letter of Representations (the"Repxesentation Letter")which will govern payment of principal of,premium,if any, and intexest on the Bonds and notices with respect to the Bonds. Any Paying Agent oY Registrar subsequendy appointed by the City with respect to the Bonds will agree to take all action necessary for all representations of the City in the Representation letter with respect to the Registrax and Paying Agent,respectively, to be complied with at all times. 7.04. Transfers Outside Book-Entr�S�stem. In the event the City,by resolution of the City Council,determines that it is in the best inteYests of the persons having beneficial interests in the Bonds that they be able to obtain Bond certificates,the City will notify DTC,whereupon DTC will notify the Participants, of the availability thxough DTC of Bond certificates. In such event the City will issue,transfer and exchange Bond certificates as requested by DTC and any othex registered owners in accordance with the provisions of this Resolution. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving notice to the City and dischaxging its Yesponsibilities with Yespect thereto under applicable law In such event,if no successor securities depository is appointed,the Ciry will issue and the Registrar will authenticate Bond cextificates in accoxdance with this resolution and the provisions hereof will apply to the transfer, exchange and method of payment thereof. 7.05. Pa�ments to Cede&Co. Notwithsta.nding any other provision of this Resolution to the contraxy, so long as a Bond is registered in the name of Cede&Co., as nominee of DTC,payments with respect to principal of,premium,if any, and interest on the Bond and notices with respect to the Bond will be made and given,respectively in the manner provided in DTC's Opexational Arxangements as set forth in the Representation Letter. Section 8. Continuing Disclosure. 11 RESOLUTION 2012 - 8.01. City Com�liance with Pxovisions of Continuing Disclosute CeYtificate. The City hereby covenants and agrees that it will comply with and carxy out all of the provisions of the Continuing - DisclosuYe Cerrificate. Notwithstanding any other provision of this Resolution, failure of the City to comply with the Continuing Disclosure Cerrificate will not be considered an event of default with respect to the Bonds;however, any bondholdex may take such actions as may be necessary and appropriate,including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this section. 8A2. Execution of Continuing Disclosure Certificate. "Continuing Disclosuxe Certificate"means that cextain Continuing Disclosure Cerrificate executed by the Mayor and City Clerk and dated the date of issuance and delivexy of the Bonds,as originally executed and as it may be amended from time to time in accordance with the texms thexeof. Section 9. Defeasance. 9.01. Defeasance. When all Bonds and all interest thereon,have been discharged as provided in this section, all pledges, covenants and othex rights granted by this xesolution to the holders of the Bonds will cease, except that the pledge of the fu11 faith and cxedit of the City for the pxompt and full payrnent of the principal of and intexest on the Bonds will remain in full force and effect. The City may discharge all Bonds which axe due on any date by depositing with the Registrar on or before that date a sum sufficient for the payment thereof in full. If any Bond should not be paid when due,it may nevertheless be discharged by depositing with the Registrar a sum sufficient for the payment thexeof in full with interest accrued to the date of such deposit. (The remaindeY of this page is intenrionally left blank.) 12 RESOLUTION 2012 - ADOPTED this 21 st day of August, 2012, by the City Council of the City of Rosemount. William H. Droste, Mayor ATTEST: Jeffrey A. May, Deputy City Clerk 13 RESOLUTION 2012 - CERTIFICATE STATE OF MINNESOTA ) COUNTY OF DAKOTA ) ss CITY OF ROSEMOUNT } I am the duly appointed,acting and qualified City Clexk of the City of Rosemount,Da.kota County, Minnesota do hereby cert'tfy that I have examined the City of Rosemount records and the Minute Book of said City for the meeting of the of ,2012 and that the attached copy of the Resolution 2012-_ A RESOLUTION AWARDING THE SALE OF $810,000 GENERAI. OBLIGATION IMPROVEMENT BONDS,SERIES 2012A;AND PROVIDING FOR THEIR ISSUANCE was approved and is a true and correct copy of the City Proceedings relating to said Resolution. IN WITNESS WHEREOF, I have hereunto set my hand and seal of said Ciry this day of ,2012. Deputy City Clexk City of Rosemount Dakota,Counry,Minnesota, 14 STATE OF MINNESOTA COUNTY AUDITOR'S CERTIFICATE AS TO COUNTY OF DAKOTA REGISTRATION I, the undersigned County Auditor of Dakota County,Minnesota, hereby certify that a resolution adopted by the City Council of the City of Rosemount,Minnesota, on ,2012, relating to General Obligation Utility Improvement Bonds, Series 2012A,in the amount of$810,000 dated , 2012,has been filed in my office and said obligations have been registered on the register of obligations in my office. WITNESS My hand and official seal this day of ,2012. County Auditor Dakota.County,Minnesota (SEAL) Deputy EXHIBIT A PROPOSALS B-1 OFFICIAL STATEMENT DATED AUGUST 7, 2012 NEW ISSUE Rating: Requested from Moody's Investors Service In the opinion of Kennedy & Graven, Chartered, Bond Counsel, based on present federal and Minnesota laws, regulations, rulings and decisions, at the time of their issuance and delivery to the original Purchaser, interest on the Bonds is excluded from gross income for purposes of United States income tax and is excluded, to the same extent, in computing both gross and taxable net income for purposes of State of Minnesota income tax (other than Minnesota franchise taxes measured by income and imposed on corporations and financial institutions). Interest on the Bonds is not an item of tax preference for purposes of the alternative minimum tax imposed on individuals and corporations; however, interest is taken into account in determining adjusted current earnings for purposes of computing the federal alternative minimum tax imposed on corporations. No opinion will be expressed by Bond Counsel regarding other state or federal tax consequences caused by the receipt or accrual of interest on the Bonds or arising with respect to ownership of the Bonds. See “TAX EXEMPTION” and “OTHER FEDERAL AND STATE TAX CONSIDERATIONS” herein. $810,000* City of Rosemount, Minnesota General Obligation Improvement Bonds, Series 2012A (Book Entry Only) 1, Dated Date: September 1, 2012 Interest Due: Each February 1 and August commencing August 1, 2013 The Bonds will mature February 1 as follows: 2014$155,0002015$160,0002016$165,0002017$165,0002018$165,000 Proposals for the Bonds may contain a maturity schedule providing for a combination of serial bonds and term bonds. All term bonds shall be subject to mandatory sinking fund redemption at a price of par plus accrued interest to the date of redemption and must conform to the maturity schedule set forth above. The Bonds will not be subject to payment in advance of their respective stated maturity dates. The Bonds are general obligations of the City for which the City pledges its full faith and credit and power to levy direct general ad valorem taxes. In addition, the City will pledge special assessments against benefited properties. The proceeds will be used to finance various improvement projects within the City. Proposals shall be for not less than $803,520 and accrued interest on the total principal amount of the Bonds. Proposals shall specify rates in integral multiples of 5/100 or 1/8 of 1%. Rates are not required to be in level or ascending order; however, the rate for any maturity cannot be more than 1% lower than the highest rate of any of the preceding maturities. Proposals must be accompanied by a good faith deposit in the amount of $8,100 in the form of a certified or cashier’s check payable to the order of the City, a wire transfer, or a Financial Surety Bond and delivered to Springsted Incorporated prior to the time proposals will be opened. Award of the Bonds will be on the basis of True Interest Cost (TIC). The City will designate the Bonds as “qualified tax-exempt obligations” pursuant to Section 265(b)(3) of the Internal Revenue Code of 1986, as amended, and the Bonds will not be subject to the alternative minimum tax for individuals. The Bonds will be issued as fully registered Bonds without coupons and, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). DTC will act as securities depository for the Bonds. Individual purchases may be made in book-entry form only, in the principal amount of $5,000 and integral multiples thereof. Investors will not receive physical certificates representing their interest in the Bonds purchased. (See “Book Entry System” herein.) U.S. Bank National Association, Saint Paul, Minnesota will serve as registrar (the “Registrar”) for the Bonds. The Bonds will be available for delivery at DTC on or about September 20, 2012. * Preliminary; subject to change. PROPOSALS RECEIVED: August 21, 2012 (Tuesday) until 10:00 A.M., Central Time AWARD: August 21, 2012 (Tuesday) at 7:30 P.M., Central Time Further information may be obtained from SPRINGSTED Incorporated, Financial Advisor to the City, 380 Jackson Street, Suite 300, Saint Paul, Minnesota 55101-2887 (651) 223-3000 For purposes of compliance with Rule 15c2-12 of the Securities and Exchange Commission, this document, as the same may be supplemented or corrected by the Issuer from time to time (collectively, the “Official Statement”), may be treated as an Official Statement with respect to the Obligations described herein that is deemed final as of the date hereof (or of any such supplement or correction) by the Issuer, except for the omission of certain information referred to in the succeeding paragraph. The Official Statement, when further supplemented by an addendum or addenda specifying the maturity dates, principal amounts and interest rates of the Obligations, together with any other information required by law, shall constitute a “Final Official Statement” of the Issuer with respect to the Obligations, as that term is defined in Rule 15c2-12. Any such addendum shall, on and after the date thereof, be fully incorporated herein and made a part hereof by reference. By awarding the Obligations to any underwriter or underwriting syndicate submitting a Proposal therefor, the Issuer agrees that, no more than seven business days after the date of such award, it shall provide without cost to the senior managing underwriter of the syndicate to which the Obligations are awarded copies of the Official Statement and the addendum or addenda described in the preceding paragraph in the amount specified in the Terms of Proposal. The Issuer designates the senior managing underwriter of the syndicate to which the Obligations are awarded as its agent for purposes of distributing copies of the Final Official Statement to each Participating Underwriter. Any underwriter delivering a Proposal with respect to the Obligations agrees thereby that if its bid is accepted by the Issuer (i) it shall accept such designation and (ii) it shall enter into a contractual relationship with all Participating Underwriters of the Obligations for purposes of assuring the receipt by each such Participating Underwriter of the Final Official Statement. No dealer, broker, salesman or other person has been authorized by the Issuer to give any information or to make any representations with respect to the Obligations, other than as contained in the Official Statement or the Final Official Statement, and if given or made, such other information or representations must not be relied upon as having been authorized by the Issuer. Certain information contained in the Official Statement and the Final Official Statement may have been obtained from sources other than records of the Issuer and, while believed to be reliable, is not guaranteed as to completeness or accuracy. THE INFORMATION AND EXPRESSIONS OF OPINION IN THE OFFICIAL STATEMENT AND THE FINAL OFFICIAL STATEMENT ARE SUBJECT TO CHANGE, AND NEITHER THE DELIVERY OF THE OFFICIAL STATEMENT OR THE FINAL OFFICIAL STATEMENT NOR ANY SALE MADE UNDER EITHER SUCH DOCUMENT SHALL CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE ISSUER SINCE THE DATE THEREOF. References herein to laws, rules, regulations, resolutions, agreements, reports and other documents do not purport to be comprehensive or definitive. All references to such documents are qualified in their entirety by reference to the particular document, the full text of which may contain qualifications of and exceptions to statements made herein. Where full texts of documents prepared by or on behalf of the Issuer have not been included as appendices to the Official Statement or the Final Official Statement, they will be furnished on request. Any CUSIP numbers for the Obligations included in the Final Official Statement are provided for convenience of the owners and prospective investors. The CUSIP numbers for the Obligations have been assigned by an organization unaffiliated with the Issuer. The Issuer is not responsible for the selection of the CUSIP numbers and makes no representation as to the accuracy thereof as printed on the Obligations or as set forth in the Final Official Statement. No assurance can be given that the CUSIP numbers for the Obligations will remain the same after the date of issuance and delivery of the Obligations. TABLE OF CONTENTS Page(s) Terms of Proposal............................................................................................................... i-v Introductory Statement........................................................................................................ 1 Continuing Disclosure......................................................................................................... 1 The Bonds........................................................................................................................... 2 Authority and Purpose........................................................................................................ 4 Security and Financing....................................................................................................... 5 Future Financing................................................................................................................. 5 Litigation.............................................................................................................................. 5 Legality................................................................................................................................ 5 Tax Exemption.................................................................................................................... 5 Other Federal and State Tax Considerations..................................................................... 6 Bank-Qualified Tax-Exempt Obligations............................................................................. 8 Rating.................................................................................................................................. 8 Financial Advisor................................................................................................................. 8 Certification......................................................................................................................... 8 City Property Values........................................................................................................... 9 City Indebtedness............................................................................................................... 10 City Tax Rates, Levies and Collections.............................................................................. 14 Funds on Hand................................................................................................................... 15 City Investments................................................................................................................. 15 General Information Concerning the City............................................................................ 16 Governmental Organization and Services.......................................................................... 20 Proposed Form of Legal Opinion............................................................................... Appendix I Continuing Disclosure Certificate............................................................................... Appendix II Summary of Tax Levies, Payment Provisions, and Minnesota Real Property Valuation........................................................................ Appendix III Audited 2011 Comprehensive Annual Financial Report............................................ Appendix IV THE CITY HAS AUTHORIZED SPRINGSTED INCORPORATED TO NEGOTIATE THIS ISSUE ON ITS BEHALF. PROPOSALS WILL BE RECEIVED ON THE FOLLOWING BASIS: TERMS OF PROPOSAL * $810,000 CITY OF ROSEMOUNT, MINNESOTA GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 2012A (BOOK ENTRY ONLY) Proposals for the Bonds and the Good Faith Deposit (“Deposit”) will be received on Tuesday, August 21, 2012, until 10:00 A.M., Central Time, at the offices of Springsted Incorporated, 380 Jackson Street, Suite 300, Saint Paul, Minnesota, after which time proposals will be opened and tabulated. Consideration for award of the Bonds will be by the City Council at7:30P.M., Central Time, of the same day. SUBMISSION OF PROPOSALS Springsted will assume no liability for the inability of the bidder to reach Springsted prior to the time of sale specified above. All bidders are advised that each Proposal shall be deemed to constitute a contract between the bidder and the City to purchase the Bonds regardless of the manner in which the Proposal is submitted. (a)Sealed Bidding. Proposals may be submitted in a sealed envelope or by fax (651) 223-3046 to Springsted. Signed Proposals, without final price or coupons, may be submitted to Springsted prior to the time of sale. The bidder shall be responsible for submitting to Springsted the final Proposal price and coupons, by telephone (651) 223-3000 or fax (651) 223-3046 for inclusion in the submitted Proposal. OR (b)Electronic Bidding. Notice is hereby given that electronic proposals will be received via ®® PARITY. For purposes of the electronic bidding process, the time as maintained by PARITY ® shall constitute the official time with respect to all Bids submitted to PARITY.Each bidder shall ® be solely responsible for making necessary arrangements to access PARITY for purposes of submitting its electronic Bid in a timely manner and in compliance with the requirements of the ® Terms of Proposal. Neither the City, its agents nor PARITY shall have any duty or obligation to undertake registration to bid for any prospective bidder or to provide or ensure electronic access ® to any qualified prospective bidder, and neither the City, its agents nor PARITY shall be responsible for a bidder’s failure to register to bid or for any failure in the proper operation of, or have any liability for any delays or interruptions of or any damages caused by the services of ®® PARITY. The City is using the services of PARITY solely as a communication mechanism to ® conduct the electronic bidding for the Bonds, and PARITY is not an agent of the City. ® If any provisions of this Terms of Proposal conflict with information provided by PARITY, this ® Terms of Proposal shall control. Further information about PARITY, including any fee charged, may be obtained from: ®nd PARITY, 1359 Broadway, 2 Floor, New York, New York 10018 Customer Support: (212) 849-5000 * Preliminary; subject to change. - i - DETAILS OF THE BONDS The Bonds will be dated September 1, 2012, as the date of original issue, and will bear interest payable on February 1 and August 1 of each year, commencing August 1, 2013. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Bonds will mature February 1 in the years and amounts* as follows: 2014$155,0002015$160,0002016$165,0002017$165,0002018$165,000 * The City reserves the right, after proposals are opened and prior to award, to increase or reduce the principal amount of the Bonds or the maturity amounts offered for sale. Any such increase or reduction will be made in multiples of $5,000 in any of the maturities. In the event the principal amount of the Bonds is increased or reduced, any premium offered or any discount taken by the successful bidder will be increased or reduced by a percentage equal to the percentage by which the principal amount of the Bonds is increased or reduced. Proposals for the Bonds may contain a maturity schedule providing for a combination of serial bonds and term bonds. All term bonds shall be subject to mandatory sinking fund redemption at a price of par plus accrued interest to the date of redemption and must conform to the maturity schedule set forth above. In order to designate term bonds, the proposal must specify “Years of Term Maturities” in the spaces provided on the Proposal Form. BOOK ENTRY SYSTEM The Bonds will be issued by means of a book entry system with no physical distribution of Bonds made to the public. The Bonds will be issued in fully registered form and one Bond, representing the aggregate principal amount of the Bonds maturing in each year, will be registered in the name of Cede & Co. as nominee of The Depository Trust Company (“DTC”), New York, New York, which will act as securities depository of the Bonds. Individual purchases of the Bonds may be made in the principal amount of $5,000 or any multiple thereof of a single maturity through book entries made on the books and records of DTC and its participants. Principal and interest are payable by the registrar to DTC or its nominee as registered owner of the Bonds. Transfer of principal and interest payments to participants of DTC will be the responsibility of DTC; transfer of principal and interest payments to beneficial owners by participants will be the responsibility of such participants and other nominees of beneficial owners. The purchaser, as a condition of delivery of the Bonds, will be required to deposit the Bonds with DTC. REGISTRAR The City will name the registrar which shall be subject to applicable SEC regulations. The City will pay for the services of the registrar. OPTIONAL REDEMPTION The Bonds will not be subject to payment in advance of their respective stated maturity dates. SECURITY AND PURPOSE The Bonds will be general obligations of the City for which the City will pledge its full faith and credit and power to levy direct general ad valorem taxes. In addition, the City will pledge special assessments against benefited properties. The proceeds will be used to finance various improvement projects within the City. - ii - BIDDING PARAMETERS Proposals shall be for not less than $803,520 and accrued interest on the total principal amount of the Bonds. No proposal can be withdrawn or amended after the time set for receiving proposals unless the meeting of the City scheduled for award of the Bonds is adjourned, recessed, or continued to another date without award of the Bonds having been made. Rates shall be in integral multiples of 5/100 or 1/8 of 1%. Rates are not required to be in level or ascending order; however, the rate for any maturity cannot be more than 1% lower than the highest rate of any of the preceding maturities. Bonds of the same maturity shall bear a single rate from the date of the Bonds to the date of maturity. No conditional proposals will be accepted. GOOD FAITH DEPOSIT Proposals, regardless of method of submission, shall be accompanied by a Deposit in the amount of $8,100, in the form of a certified or cashier's check, a wire transfer, or Financial Surety Bond and delivered to Springsted Incorporated prior to the time proposals will be opened. Each bidder shall be solely responsible for the timely delivery of their Deposit whether by check, wire transfer or Financial Surety Bond. Neither the City nor Springsted Incorporated have any liability for delays in the transmission of the Deposit. certified or cashier’s check Any Deposit made by should be made payable to the City and delivered to Springsted Incorporated, 380 Jackson Street, Suite 300, St. Paul, Minnesota 55101. wire transfer Any Deposit sent via should be sent to Springsted Incorporated as the City’s agent according to the following instructions: Wells Fargo Bank, N.A., San Francisco, CA 94104 ABA #121000248 for credit to Springsted Incorporated, Account #635-5007954 Ref: Rosemount, MN Series 2012A Good Faith Deposit Contemporaneously with such wire transfer, the bidder shall send an e-mail to bond_services@springsted.com, including the following information; (i) indication that a wire transfer has been made, (ii) the amount of the wire transfer, (iii) the issue to which it applies, and (iv) the return wire instructions if such bidder is not awarded the Bonds. Any Deposit made by the successful bidder by check or wire transfer will be delivered to the City following the award of the Bonds. Any Deposit made by check or wire transfer by an unsuccessful bidder will be returned to such bidder following City action relative to an award of the Bonds. Financial Surety Bond If a is used, it must be from an insurance company licensed to issue such a bond in the State of Minnesota and pre-approved by the City. Such bond must be submitted to Springsted Incorporated prior to the opening of the proposals. The Financial Surety Bond must identify each underwriter whose Deposit is guaranteed by such Financial Surety Bond. If the Bonds are awarded to an underwriter using a Financial Surety Bond, then that underwriter is required to submit its Deposit to the City in the form of a certified or cashier’s check or wire transfer as instructed by Springsted Incorporated not later than 3:30P.M., Central Time on the next business day following the award. If such Deposit is not received by that time, the Financial Surety Bond may be drawn by the City to satisfy the Deposit requirement. - iii - The Deposit received from the purchaser, the amount of which will be deducted at settlement, will be deposited by the City and no interest will accrue to the purchaser. In the event the purchaser fails to comply with the accepted proposal, said amount will be retained by the City. AWARD The Bonds will be awarded on the basis of the lowest interest rate to be determined on a true interest cost (TIC) basis. The City's computation of the interest rate of each proposal, in accordance with customary practice, will be controlling. The City will reserve the right to: (i) waive non-substantive informalities of any proposal or of matters relating to the receipt of proposals and award of the Bonds, (ii) reject all proposals without cause, and (iii) reject any proposal that the City determines to have failed to comply with the terms herein. CUSIP NUMBERS If the Bonds qualify for assignment of CUSIP numbers such numbers will be printed on the Bonds, but neither the failure to print such numbers on any Bond nor any error with respect thereto will constitute cause for failure or refusal by the purchaser to accept delivery of the Bonds. The CUSIP Service Bureau charge for the assignment of CUSIP identification numbers shall be paid by the purchaser. SETTLEMENT Within 40 days following the date of their award, the Bonds will be delivered without cost to the purchaser through DTC in New York, New York. Delivery will be subject to receipt by the purchaser of an approving legal opinion of Kennedy & Graven, Chartered of Minneapolis, Minnesota, and of customary closing papers, including a no-litigation certificate. On the date of settlement, payment for the Bonds shall be made in federal, or equivalent, funds that shall be received at the offices of the City or its designee not later than 12:00 Noon, Central Time. Unless compliance with the terms of payment for the Bonds has been made impossible by action of the City, or its agents, the purchaser shall be liable to the City for any loss suffered by the City by reason of the purchaser's non-compliance with said terms for payment. CONTINUING DISCLOSURE On the date of actual issuance and delivery of the Bonds, the City will execute and deliver a Continuing Disclosure Undertaking (the “Undertaking”) whereunder the City will covenant for the benefit of the owners of the Bonds to provide certain financial and other information about the City and notices of certain occurrences to information repositories as specified in and required by SEC Rule 15c2-12(b)(5). OFFICIAL STATEMENT The City has authorized the preparation of an Official Statement containing pertinent information relative to the Bonds, and said Official Statement will serve as a nearly final Official Statement within the meaning of Rule 15c2-12 of the Securities and Exchange Commission. For copies of the Official Statement or for any additional information prior to sale, any prospective purchaser is referred to the Financial Advisor to the City, Springsted Incorporated, 380 Jackson Street, Suite 300, Saint Paul, Minnesota 55101, telephone (651) 223-3000. The Official Statement, when further supplemented by an addendum or addenda specifying the maturity dates, principal amounts and interest rates of the Bonds, together with any other information required by law, shall constitute a “Final Official Statement” of the City with respect to the Bonds, as that term is defined in Rule 15c2-12. By awarding the Bonds to any - iv - underwriter or underwriting syndicate submitting a proposal therefor, the City agrees that, no more than seven business days after the date of such award, it shall provide without cost to the senior managing underwriter of the syndicate to which the Bonds are awarded 30 copies of the Official Statement and the addendum or addenda described above. The City designates the senior managing underwriter of the syndicate to which the Bonds are awarded as its agent for purposes of distributing copies of the Final Official Statement to each Participating Underwriter. Any underwriter delivering a proposal with respect to the Bonds agrees thereby that if its proposal is accepted by the City (i) it shall accept such designation and (ii) it shall enter into a contractual relationship with all Participating Underwriters of the Bonds for purposes of assuring the receipt by each such Participating Underwriter of the Final Official Statement. Dated July 11, 2012 BY ORDER OF THE CITY COUNCIL /s/ Amy Domeier City Clerk - v - OFFICIAL STATEMENT $810,000* CITY OF ROSEMOUNT, MINNESOTA GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 2012A (BOOK ENTRY ONLY) INTRODUCTORY STATEMENT This Official Statement contains certain information relating to the City of Rosemount, Minnesota (the “City” or the “Issuer”) and its issuance of $810,000* General Obligation Improvement Bonds, Series 2012A (the “Bonds,” the “Obligations” or the “Issue”). The Bonds are general obligations of the City for which the City pledges its full faith and credit and power to levy direct general ad valorem taxes. In addition, the City will pledge special assessments against benefited properties. Inquiries may be directed to Mr. Jeffrey May, Finance Director, City of Rosemount, 2875145thStreet West, Rosemount, Minnesota 55068-4997, or by telephoning (651) 423-4411. Inquiries may also be made to Springsted Incorporated, 380 Jackson Street, Suite 300, St. Paul, Minnesota 55101-2887, or by telephoning (651) 223-3000. CONTINUING DISCLOSURE In order to assist the underwriters in complying with SEC Rule 15c2-12 (the “Rule”), pursuant to the Award Resolution and Continuing Disclosure Certificate to be executed on behalf of the City on or before closing, the City has and will covenant (the “Certificate”) for the benefit of holders or beneficial owners of the Bonds to provide certain financial information and operating data relating to the City to the Municipal Securities Rulemaking Board annually, and to provide notices of the occurrence of certain events enumerated in the Rule to the Municipal Securities Rulemaking Board and to any state information depository. The specific nature of the Certificate, as well as the information to be contained in the annual report or the notices of material events, is set forth in the Certificate in substantially the form attached hereto as Appendix II, subject to such modifications thereof or additions thereto as: (i) consistent with requirements under the Rule, (ii) required by the purchaser of the Bonds from the City and (iii) acceptable to the Mayor and Clerk of the City. The City is in compliance in all material respects with all previous undertakings under the Rule to provide annual reports or notices of material events within the last five years. A failure by the City to comply with the Certificate will not constitute an event of default on the Bonds (although holders or other beneficial owners of the Bonds will have the sole remedy of bringing an action * The City reserves the right, after proposals are opened and prior to award, to increase or reduce the principal amount of the Bonds or the maturity amounts offered for sale. Any such increase or reduction will be made in multiples of $5,000 in any of the maturities. In the event the principal amount of the Bonds is increased or reduced, any premium offered or any discount taken by the successful bidder will be increased or reduced by a percentage equal to the percentage by which the principal amount of the Bonds is increased or reduced. - 1 - for specific performance). Nevertheless, any such failure within the last five years must be reported in accordance with the Rule and must be considered by any broker, dealer or municipal securities dealer before recommending the purchase or sale of the Bonds in the secondary market. Consequently, such a failure may adversely affect the transferability and liquidity of the Bonds and their market price. THE BONDS GeneralDescription The Bonds are dated as of September 1, 2012 and issued in book entry form. Interest on the Bonds is payable February 1 and August 1 of each year, commencing August 1, 2013. Interest will be payable to the holder (initially Cede & Co.) registered on the books of the Registrar as of the fifteenth day of the calendar month next preceding such interest payment date. Principal of and interest on the Bonds will be paid as described in the section herein entitled “Book Entry System.” Bonds will mature in the amounts and on the dates shown on the cover of this Official Statement. U.S. Bank National Association, Saint Paul, Minnesota will serve as Registrar for the Bonds. The City will pay for registration services. Optional Redemption The Bonds will not be subject to payment in advance of their respective stated maturity dates. Book Entry System The Depository Trust Company (“DTC”), New York, New York, will act as securities depository for the Obligations. The Obligations will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered certificate will be issued for each maturity of the Obligations, each in the aggregate principal amount of such maturity, and will be deposited with DTC. DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for securities that its participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation, and Fixed Income Clearing Corporation all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. - 2 - Purchases of Obligations under the DTC system must be made by or through Direct Participants, which will receive a credit for the Obligations on DTC’s records. The ownership interest of each actual purchaser of each Obligation (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Obligations are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Obligations, except in the event that use of the book-entry system for the Obligations is discontinued. To facilitate subsequent transfers, all Obligations deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Obligations with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Obligations; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Obligations are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Obligations may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Obligations, such as redemptions, tenders, defaults, and proposed amendments to the Obligation documents. For example, Beneficial Owners of the Obligations may wish to ascertain that the nominee holding the Obligations for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of the notices be provided directly to them. Redemption notices are required to be sent to DTC. If less than all of the Obligations within a maturity are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed. Neither DTC nor Cede & Co. (nor any such other DTC nominee) will consent or vote with respect to the Obligations unless authorized by a Direct Participant in accordance with DTC’s procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Issuer or Bond Registrar as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the Obligations are credited on the record date (identified in a listing attached to the Omnibus Proxy). Redemption proceeds, distributions, and dividend payments on the Obligations will be made to Cede & Co. or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts, upon DTC’s receipt of funds and corresponding detail information from the Issuer or its agent on the payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, Agent, the Bond Registrar, or the Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such - 3 - other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Bond Registrar, Issuer, or the Issuer's agent. Disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. A Beneficial Owner shall give notice to elect to have its Obligations purchased or tendered, through its Participant, to Agent, and shall effect delivery of such Obligations by causing the Direct Participant to transfer the Participant’s interest in the Obligations, on DTC’s records, to Agent. The requirement for physical delivery of Obligations in connection with an optional tender or a mandatory purchase will be deemed satisfied when the ownership rights in the Obligations are transferred by Direct Participants on DTC’s records and followed by a book- entry credit of tendered Obligations to Trustee’s DTC account. DTC may discontinue providing its services as securities depository with respect to the Obligations at any time by giving reasonable notice to the Issuer or its agent. Under such circumstances, in the event that a successor securities depository is not obtained, certificates are required to be printed and delivered. The Issuer may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, certificates will be printed and delivered to DTC. The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that the Issuer believes to be reliable, but the Issuer takes no responsibility for the accuracy thereof. AUTHORITY AND PURPOSE The Bonds are being issued pursuant to Minnesota Statues, Chapters 429 and 475. The proceeds of the Bonds, along with available City funds, will be used to finance various improvement projects within the City. The composition of the Bonds is as follows: Sources of Funds: Principal Amount $810,000 Available City Funds 259,009 Total Sources of Funds $1,069,009 Uses of Funds: Deposit to Project Fund $1,035,711 Costs of Issuance 26,818 Allowance for Discount Bidding 6,480 Total Uses of Funds $1,069,009 - 4 - SECURITY AND FINANCING The Bonds are general obligations of the City for which the City pledges its full faith and credit and power to levy direct general ad valorem taxes. In addition, the City will pledge special assessments filed against benefited properties for repayment of the Bonds. Special assessments in the total aggregate amount of the costs of the improvements are expected to be filed on or about November 30, 2012 for first collection in 2013. Assessments will be spread over a term of five years with equal annual payments of principal and interest. Interest on the unpaid balance will be charged at a rate of 2.00% over the true interest rate received on the Bonds. Each year's collection of special assessments, if collected in full, will be sufficient to pay 105% of the interest payment due August 1 in the collection year and the principal and interest payment due February 1 of the following year. The City does not anticipate the need to levy taxes for repayment of the Bonds. FUTURE FINANCING The City does not anticipate issuing any additional long-term general obligation debt within the next 90 days. LITIGATION The City is not aware of any threatened or pending litigation affecting the validity of the Bonds or the City's ability to meet its financial obligations. LEGALITY The Bonds are subject to approval as to certain matters by Kennedy & Graven, Chartered, of Minneapolis, Minnesota, as Bond Counsel. Bond Counsel has not participated in the preparation of this Official Statement and will not pass upon its accuracy, completeness, or sufficiency. Bond Counsel has not examined nor attempted to examine or verify, any of the financial or statistical statements, or data contained in this Official Statement and will express no opinion with respect thereto. A legal opinion in substantially the form set out in Appendix I herein will be delivered at closing. TAX EXEMPTION At closing Kennedy & Graven, Chartered, of Minneapolis, Minnesota, Bond Counsel, will render an opinion that, at the time of their issuance and delivery to the original purchaser, under present federal and State of Minnesota laws, regulations, rulings and decisions (which excludes any pending legislation which may have a retroactive effect), the interest on each Bond is excluded from gross income for purposes of United States income tax and is excluded, to the - 5 - same extent, in computing both gross income and taxable net income for purposes of State of Minnesota income tax (other than Minnesota franchise taxes measured by income and imposed on corporations and financial institutions), and that interest on the Bonds is not an item of tax preference for purposes of computing the federal alternative minimum tax imposed on individuals and corporations or the Minnesota alternative minimum tax applicable to individuals, estates or trusts; however, interest on the Bonds is included as part of adjusted current earnings for purposes of computing the alternative minimum tax imposed on certain corporations. No opinion will be expressed by Bond Counsel regarding other federal or state tax consequences caused by the receipt or accrual of interest on the Bonds or arising with respect to ownership of the Bonds. Preservation of the exclusion of interest on the Bonds from federal gross income and state gross and taxable net income, however, depends upon compliance by the City with all requirements of the Internal Revenue Code of 1986, as amended, (the “Code”) that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be (or continue to be) excluded from federal gross income and state gross and taxable net income. The City will covenant to comply with requirements necessary under the Code to establish and maintain the Bonds as tax-exempt under Section 103 thereof, including without limitation, requirements relating to temporary periods for investments and limitations on amounts invested at a yield greater than the yield on the Bonds. OTHER FEDERAL AND STATE TAX CONSIDERATIONS Property and Casualty Insurance Companies Property and casualty insurance companies are required to reduce the amount of their loss reserve deduction by 15% of the amount of tax-exempt interest received or accrued during the taxable year on certain obligations, including interest on the Bonds. Foreign Insurance Companies Foreign companies carrying on an insurance business in the United States are subject to a tax on income which is effectively connected with their conduct of any trade or business in the United States, including “net investment income.” Net investment income includes tax-exempt interest such as interest on the Bonds. Branch Profits Tax A foreign corporation is subject to a branch profits tax equal to 30% of the “dividend equivalent amount” for the taxable year. The “dividend equivalent amount” is the foreign corporation's “effectively connected earnings and profits” adjusted for increase or decrease in “U.S. net equity.” A branch's earnings and profits may include tax-exempt municipal bond interest, such as interest on the Bonds. Passive Investment Income of S Corporations Passive investment income, including interest on the Bonds, may be subject to federal income taxation under Section 1375 of the Code for an S corporation that has Subchapter C earnings and profits at the close of the taxable year if more than 25% of the gross receipts of such S corporation is passive investment income. - 6 - Financial Institutions Prior to the adoption of the Internal Revenue Code of 1986, as amended, (the “Code”), financial institutions were generally permitted to deduct 80% of their interest expenses allocable to the ownership of tax-exempt obligations. Under the Code, financial institutions are generally not entitled to a deduction for tax-exempt obligations purchased after August 7, 1986. However, the City will designate the Bonds as qualified tax-exempt obligations pursuant to Section 265(b)(3) of the Code which permits financial institutions to deduct interest expenses allocable to the Bonds to the extent permitted under prior law. Future Tax Legislation The exclusion of interest on the Bonds from gross income from federal income tax purposes and the exclusion of interest on the Bonds from the net taxable income of individuals, estates, and trusts for State income tax purposes is not mandated or guaranteed by the United States Constitution or the Minnesota Constitution. Accordingly, federal laws providing that interest on the obligations of the states and the political subdivisions of the states is not included in gross income for federal income tax purposes and Minnesota laws providing that interest on the obligations of the State is not included in the net taxable income of individuals, estates, and trusts for State income tax purposes may be subject to change. In the event federal or Minnesota law is amended in a manner that results in interest on the Bonds becoming subject to federal or Minnesota income taxation, or if federal or Minnesota income tax rates are reduced, the market value of the Bonds may be adversely affected. Bond Counsel's opinion is given as of its date and Bond Counsel assumes no obligation to update, revise, or supplement such opinion to reflect any changes in facts or circumstances or any changes in law that may hereafter occur. Proposals are regularly introduced in both the United States House of Representatives and the United States Senate that, if enacted, could alter or affect the tax-exempt status of municipal bonds. For example, legislation has been proposed by President Obama that would, among other things, limit the amount of exclusions (including tax-exempt interest) or deductions that certain higher-income taxpayers could use to reduce their tax liability. The likelihood of adoption of this or any other such legislative proposal relating to tax-exempt bonds cannot be reliably predicted. If enacted into law, current or future proposals may have a prospective or retroactive effect and could affect the value or marketability of tax-exempt bonds (including the Bonds). Prospective purchasers of the Bonds should consult their own tax advisors regarding the impact of any such change in law. General The preceding is not a comprehensive list of all federal or State tax consequences which may arise from the receipt or accrual of interest on the Bonds. The receipt or accrual of interest on the Bonds may otherwise affect the federal income tax (or Minnesota income tax or franchise tax) liability of the recipient based on the particular taxes to which the recipient is subject and the particular tax status of other items of income or deductions. All prospective purchasers of the Bonds are advised to consult their own tax advisors as to the tax consequences of, or tax considerations for, purchasing or holding the Bonds. - 7 - BANK-QUALIFIED TAX-EXEMPT OBLIGATIONS The City will designate the Bonds as “qualified tax-exempt obligations” for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended, relating to the ability of financial institutions to deduct from income for federal income tax purposes, interest expense that is allocable to carrying and acquiring tax-exempt obligations. RATING An application for a rating of the Bonds has been made to Moody's Investors Service rd (“Moody's”), 7 World Trade Center, 250 Greenwich Street, 23 Floor, New York, New York. If a rating is assigned, it will reflect only the opinion of Moody's. Any explanation of the significance of the rating may be obtained only from Moody's. There is no assurance that the rating, if assigned, will continue for any given period of time, or that such rating will not be revised or withdrawn if, in the judgment of Moody's, circumstances so warrant. A revision or withdrawal of the rating may have an adverse effect on the market price of the Bonds. FINANCIAL ADVISOR The City has retained Springsted Incorporated, Public Sector Advisors, of St. Paul, Minnesota, as financial advisor (the “Financial Advisor”) in connection with the issuance of the Bonds. In preparing the Official Statement, the Financial Advisor has relied upon governmental officials, and other sources, who have access to relevant data to provide accurate information for the Official Statement, and the Financial Advisor has not been engaged, nor has it undertaken, to independently verify the accuracy of such information. The Financial Advisor is not a public accounting firm and has not been engaged by the City to compile, review, examine or audit any information in the Official Statement in accordance with accounting standards. The Financial Advisor is an independent advisory firm and is not engaged in the business of underwriting, trading or distributing municipal securities or other public securities and therefore will not participate in the underwriting of the Bonds. CERTIFICATION The City has authorized the distribution of this Official Statement for use in connection with the initial sale of the Bonds. As of the date of the settlement of the Bonds, the Purchaser will be furnished with a certificate signed by the appropriate officers of the City. The certificate will state that as of the date of the Official Statement, the Official Statement did not and does not as of the date of the certificate contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. - 8 - CITY PROPERTY VALUES 2011/12 City Property Values $115,495,251 (57.9%) of the decline in the City’s taxable market value is caused by a legislated change in the computation of taxable market value. The Market Value Homestead Credit Program was eliminated in 2011 and replaced with the Market Value Homestead Exclusion Program. The change was made to offset the elimination of a homestead credit that provided property tax relief for certain homesteads. To minimize the impact of eliminating the credit, it was replaced with a new “market value homestead exclusion” or MVHE. The MVHE reduces the taxable market value of a homestead with an estimated market value of up to $413,800 so that the resultant property tax attempts to mimic the previous property tax net of the now eliminated homestead credit. A homestead that qualifies for the MVHE will cause a drop in the City’s taxable market value even if the estimated market value of the same property does not decline. * 2011/12 Indicated Market Value of Taxable Property: $1,937,425,725 * Indicated market value is calculated by dividing the City’s taxable market value of $1,914,176,616 by the 2010 sales ratio of 98.8% for the City as determined by the State Department of Revenue. Excludes mobile home valuation of $2,247,760. (2011 sales ratios are not yet available.) 2011/12 Taxable Net Tax Capacity by Class of Property: $22,124,926* Real Estate: Residential Homestead $15,167,356 68.1% Commercial/Industrial, Public Utility, and Railroad 5,546,746 24.9 Agricultural 469,068 2.1 Residential Non-Homestead 407,531 1.8 Personal Property 689,3893.1 2011/12 Net Tax Capacity $22,280,090 100.0% Less: Captured Tax Increment Tax Capacity (583,890) Contribution to Fiscal Disparities (2,376,751) Plus: Distribution from Fiscal Disparities 2,805,477 2011/12 Taxable Net Tax Capacity $22,124,926 * Excludes mobile home valuation of $22,321. - 9 - Trend of Values Indicated Taxable Taxable Net (a)(b) Market ValueMarket ValueTax Capacity 2011/12 $1,937,425,725 $1,914,176,616 $22,124,926 2010/11 2,139,329,960 2,113,658,000 24,311,493 2009/10 2,261,466,162 2,238,851,500 25,430,852 2008/09 2,481,136,059 2,367,003,800 26,648,399 2007/08 2,549,310,668 2,365,760,300 26,349,633 (a) Indicated market values are calculated by dividing the taxable market value by the sales ratio determined for the City each year by the State Department of Revenue. (b) See Appendix III for a description of taxable net tax capacity and the Minnesota property tax system. Ten of the Largest Taxpayers in the City 2011/12 Net TaxpayerType of BusinessTax Capacity Great Northern Oil Co./Flint Hills Resources/Koch Refining Oil Refinery $2,823,629 Xcel Energy Utility294,308 th 146 Street Partners LP Commercial192,247 Clarel Corporation Retail187,560 CF Industries, Inc. (Cenex) Fertilizer151,554 Northern Natural Gas Company Utility 124,242 Rosemount Properties LLC Commercial112,640 Rosemount Crossing LLC Retail98,680 Webb Properties Manufacturing92,898 Individuals Commercial 87,938 * Total $4,165,696 * Great Northern Oil Co./Flint Hills Resources/Koch Refining represents 12.8% of the City’s 2011/12 taxable net tax capacity. The remaining nine taxpayers represent 6.1% of the City’s 2011/12 taxable net tax capacity. CITY INDEBTEDNESS Legal Debt Limit* Debt Limit (3% of Taxable Market Value) $57,425,298 (4,305,000) Less: Outstanding Debt Subject to Limit Legal Debt Margin at September 1, 2012 $53,120,298 * The legal debt margin is referred to statutorily as the “Net Debt Limit” and permits debt to be offset by debt service funds and current revenues which are applicable to the payment of debt in the current fiscal year. No such offset has been used to increase the margin as shown above. - 10 - (a) General Obligation Debt Supported by Taxes Est. Principal Date Original Final Outstanding AmountPurposeMaturityAs of 9-1-12 of Issue 12-1-01 $ 725,000 Community Center Refunding 2-1-2013 $85,000 6-15-05 2,630,000 Fire Station 2-1-2025 2,000,000 11-1-05 1,115,000 Fire Station Refunding 2-1-2016 490,000 (b) 5-1-07 360,000 Public Safety Revenue 2-1-2014 110,000 10-15-07 450,000 Equipment 2-1-2013 100,000 10-30-08 385,000 Equipment 2-1-2014 165,000 (c) 12-1-10 1,355,000 Public Facility Refunding 2-1-20221,355,000 Total$4,305,000 (a) These issues are subject to the legal debt limit. (b) These bonds were issued by the Rosemount Port Authority and are being repaid from ad valorem taxes levied by the City. (c) Represents the City’s proportionate share (4.90%) of the Dakota Communication Center’s $7,315,000 Public Safety Revenue Bonds, Series 2007, dated May 1, 2007. General Obligation Debt Supported Primarily by Special Assessments Est. Principal Date Original Final Outstanding of IssueAmountPurposeMaturityAs of 9-1-12 6-1-06 $4,405,000 Local Improvements 2-1-2017 $2,250,000 11-15-11 2,080,000 Local Improvements 2-1-20172,080,000 9-1-12 810,000 Local Improvements (the Bonds) 2-1-2018 810,000 Total $5,140,000 General Obligation Debt Supported by Tax Increments* Est. Principal Date Original Final Outstanding of IssueAmountPurposeMaturityAs of 9-1-12 4-10-08 $2,765,000 Taxable Tax Increment 2-1-2024 $2,730,000 4-10-08 3,275,000 Tax Increment 2-1-20323,275,000 Total $6,005,000 * These bonds were issued by the Rosemount Port Authority, but are secured by the general obligation pledge of the City. - 11 - General Obligation Debt Supported by Revenues Est. Principal Date Original Final Outstanding of IssueAmountPurposeMaturityAs of 9-1-12 9-1-00 $1,160,000 Water Revenue 2-1-2016 $ 410,000 11-1-05 2,990,000 Water Revenue 2-1-2016 1,325,000 10-15-07 1,210,000 Water Revenue 2-1-2018 795,000 12-1-10 1,545,000 Storm Water and Water Revenue Refunding 2-1-20181,255,000 Total $3,785,000 Estimated Annual Calendar Year Debt Service Payments Including the Bonds G.O. Debt Supported G.O. Debt Supported Primarily by by Taxes Special Assessments Principal Principal (a) YearPrincipal& InterestPrincipal& Interest 2012 (at 9-1) (Paid) (Paid)(Paid)(Paid) 2013 $ 680,000 $ 820,795 $ 845,000 $ 951,143 2014 510,000 630,810 1,015,000 1,101,441 2015 380,000 486,291 1,025,000 1,089,285 2016 390,000 483,960 1,040,000 1,080,520 2017 275,000 358,220 1,050,000 1,065,245 2018 280,000 354,213 165,000 166,114 2019 290,000 354,423 2020 300,000 353,831 2021 310,000 352,491 2022 325,000 355,294 2023 180,000 200,268 2024 190,000 202,470 2025 195,000 199,193 (b) Total $4,305,000 $5,152,259 $5,140,000 $5,453,748 (a) Includes the Bonds at an assumed average annual interest rate of 1.08%. (b) 86.9% of this debt will be retired within ten years. - 12 - Estimated Annual Calendar Year Debt Service Payments Including the Bonds(continued) G.O. Debt Supported G.O. Debt Supported by Revenues by Tax Increments Principal Principal Principal& Interest Principal& Interest Year 2012 (at 9-1) (Paid) (Paid)(Paid)(Paid) 75,000 $ 348,010 $ 840,000 $ 950,313 2013 $ 2014 110,000 378,385 860,000 945,315 2015 150,000 411,885 745,000 804,328 2016 195,000 448,260 775,000 807,188 2017 230,000 472,635 315,000 328,343 2018 245,000 475,760 250,000 254,265 2019 260,000 478,135 2020 270,000 474,716 2021 285,000 474,960 2022 300,000 473,873 2023 315,000 471,960 2024 330,000 469,485 2025 350,000 473,673 2026 365,000 474,373 2027 380,000 474,473 2028 395,000 473,874 2029 410,000 472,573 2030 430,000 475,563 2031 445,000 472,844 465,000 474,416 2032 Total $6,005,000* $9,169,853* $3,785,000 $4,089,752 * 35.3% of this debt will be retired within ten years. Indirect General Obligation Debt Debt Applicable to 2011/12 Taxable Est. G.O. Debt Tax Capacity in City (a)(b) Taxing UnitNet Tax CapacityAs of 9-1-12PercentAmount (c) Dakota County $ 410,765,633 $52,415,000 5.4% $2,830,410 ISD No. 196 (Rosemount- Apple Valley-Eagan) 148,664,489 101,792,334 13.9 14,149,134 ISD No. 199 (Inver Grove- Heights) 26,536,989 48,680,000 5.3 2,580,040 ISD No. 200 (Hastings) 31,493,589 49,515,000 0.1 49,515 (d) Metropolitan Council 3,088,480,725 21,200,000 0.7 148,400 Total$19,757,499 (a) Only those units with general obligation debt outstanding are shown here. (b) Excludes general obligation debt supported by revenues and tax and aid anticipation debt. Includes annual appropriation lease revenue debt. (c) Includes Dakota County’s proportionate share ($305,000) of the Dakota Communication Center’s . $7,315,000 Public Safety Revenue Bonds, Series 2007 (d) Excludes general obligation debt payable from waste water revenues, 911 user fees, housing rental payments. Includes certificates of participation. - 13 - Debt Ratios G.O. G.O.Indirect * Direct Debt& Direct Debt To 2011/12 Indicated Market Value ($1,937,425,725) 0.80% 1.82% Per Capita (22,239 – Current City Estimate) $695$1,583 * Excludes general obligation debt supported by revenues. : NOTENo offset of debt service funds on hand has been used in the above calculations. CITY TAX RATES, LEVIES AND COLLECTIONS Tax Capacity Rates 2011/12 For 2007/082008/092009/102010/11TotalDebt Only (a) Dakota County 25.184% 25.821% 27.269% 29.149% 31.426% -0- City of Rosemount42.440 42.323 43.358 44.661 46.994 2.398% ISD No. 196 (Rosemount- (b) Apple Valley-Eagan) 21.136 21.109 25.391 26.959 28.440 10.885 (c) Special Districts4.9964.916 4.9875.1994.1871.521 Total93.756% 94.169% 101.005% 105.968% 111.047% 14.804% (a) Dakota County also has a 2011/12 tax rate of 0.00551% spread on the market value of property in support of debt service. (b) Independent School District No. 196 (Rosemount-Apple Valley-Eagan) also has a 2011/12 tax rate of 0.22131% spread on the market value of property in support of an excess operating levy and buildings. (c) Special districts include Metropolitan Council, Mosquito Control, Dakota County Community Development Agency, Dakota County Light Rail, and Vermillion River Watershed District. NOTE: Taxes are determined by multiplying the net tax capacity by the tax capacity rate, plus multiplying the referendum market value by the market value rate. This table does not include the market value based rates. See Appendix III. Tax Levies and Collections Collected During Collected and/or Abated as of 6-30-12 Net Collection Year * LevyAmountPercentAmountPercent Levy/Collect 2011/12 $9,078,872 (In Process of Collection) 2010/11 9,220,079 $9,135,672 99.1% $9,192,266 99.7% 2009/10 9,550,155 9,451,527 99.0 9,533,682 99.8 2008/09 9,931,167 9,793,023 98.6 9,918,912 99.9 2007/08 10,013,396 9,849,067 98.4 10,003,730 99.9 * The net levy excludes state aid for property tax relief and fiscal disparities, if applicable. The net levy is the basis for computing tax capacity rates. See Appendix III. - 14 - FUNDS ON HAND As of June 30, 2012 FundCash and Investments General $5,515,936 Special Revenue 610,985 Port Authority 518,425 Debt Service: Tax Supported 972,920 Assessment Supported 1,799,921 Port Authority Supported 389,843 General Obligation Revenue Supported 1,768,007 Capital Projects 8,080,887 Water, Sewer and Storm Water 13,938,221 Arena235,925 Total$33,831,070 CITY INVESTMENTS City funds are invested in accordance with Minnesota Statutes, Section 118A and the City's investment policy which is more restrictive than State statutes. The City investment portfolio is managed in a manner to attain a market rate of return while preserving and protecting the capital of the overall portfolio. The Finance Director or the City Administrator is responsible for investing all funds, including making investment decisions on a daily basis and monitoring the portfolio. Pursuant to the City's investment policy the City is authorized to invest in the following: 1. Governmental Securities: Instruments such as bonds, notes, bills, mortgages and other securities which are direct obligations of the federal government or its agencies, with the principal fully guaranteed by the U.S. government or its agencies. The City will not invest in any mortgage or mortgage-related security unless a return of principal is completely guaranteed by a federal entity. 2. Certificate of Deposit. 3. Repurchase Agreement. 4. Reverse Repurchase Agreement. 5. Prime Commercial Paper. 6. Any security which is a general obligation of the State of Minnesota or any of its municipalities. 7. Bankers acceptances of United States banks eligible for purchase by the Federal Reserve System. Collateralization is required on two types of investments, certificates of deposit and repurchase agreements. In order to anticipate market changes and provide a level of security for all funds, the collateralization level is 110% of the market value of principal and accrued interest. - 15 - The City attempts to diversify its investments according to type and maturity. The portfolio, as much as possible, contains both short-term and long-term investments. The long-term portion of the portfolio, meaning longer than five years, may not exceed 35% of the total funds in the portfolio. This is done to reduce overall market risk of rates changing. As of June 30, 2012 the City had a total of $30,838,552 invested funds as follows: Amount Invested Type of SecurityLength of Investmentas of 6-30-12 Money Market Savings N/A$11,625,768 Certificates of Deposit Less than 12 months 5,184,000 Certificates of Deposit One to ten years 3,680,000 Government Asset Backed Securities Ten years or less 10,348,784 Total $30,838,552 GENERAL INFORMATION CONCERNING THE CITY The City of Rosemount, located in northern Dakota County, is a southern suburb of the Minneapolis/Saint Paul metropolitan area. The City encompasses an area of 22,560 acres and had estimates its current population to be 22,239. The City’s population trend is shown below. Percent PopulationChange 2011 City Estimate 22,239 1.7% 2010 Census 21,874 49.6 2000 Census 14,619 69.6 1990 Census 8,622 -- A major contributor to the City's tax base and economy is an industrial complex sited on 6,200 acres in the northeastern portion of the City near the Mississippi River. Firms located there include Flint Hills Resources’ Pine Bend Refinery; CF Industries, Inc.; Continental Nitrogen & Resource Corporation; Endres Processing Ltd.; SKB (industrial waste containment facility); and Spectro Alloys Corporation. Mid-American Pipeline Company transports gas from southern states and operates a bottling station at Pine Bend. Minnesota Pipeline Company transports Canadian and North Dakota crude oil to the Flint Hills Resources’ Pine Bend Refinery. Flint Hills Resources’ Pine Bend Refinery is a leading producer of petroleum products in Minnesota converting 320,000 barrels of crude oil into gasoline each day. This Rosemount company employs 1,000 full-time workers. The University of Minnesota's Rosemount Research Center is located on a 7,500 acre tract of land of which approximately 3,200 acres are situated in the City. This facility is utilized by the University, other research agencies, and private firms for agricultural and other research projects. - 16 - Major Employers Approximate Number EmployerProduct/Serviceof Employees Independent School District No. 196 (a) (Rosemount-Apple Valley-Eagan) Public education 3,500 Flint Hills Resources’ Pine Bend Refinery Oil refinery 1,000 Intermediate School District No. 917 Education 340 Wayne Transports General freight trucking 300 Dakota County Technical College Education260 (b) Endres Processing Ltd. Livestock feed 145 Cub Food’s Grocery store 122 Spectro Alloys Corporation Aluminum alloys 120 (b) Cannon Equipment Company Manufacturing of metal parts 100 City of Rosemount Government76 Greif Brothers Corporation Multiwall bags 72 (a) Represents District-wide employment. (b) Most recent information available as of October 2011. Source: Telephone survey of individual employers, August 2012. Retail Sales and Effective Buying Income (EBI) for Dakota County Total RetailTotalMedian Sales ($000)EBI ($000)Household EBI 2011 $6,784,232 $10,387,368 $56,655 2010 6,786,831 10,287,060 56,964 2009 6,197,129 10,543,345 59,620 2008 6,694,404 10,270,100 57,581 2007 6,836,681 10,124,173 56,622 The 2011 median household EBI for Dakota County is 125% of the State of Minnesota’s median of $45,084. Source: Claritas, Inc. Labor Force Data June 2012 June 2011 Civilian UnemploymentCivilian Unemployment Labor ForceRateLabor ForceRate Dakota County 234,709 5.5% 232,093 6.5% Minneapolis/St. Paul MSA 1,875,074 5.8 1,853,980 6.7 State of Minnesota 3,000,339 5.8 2,995,615 6.7 Source: Minnesota Department of Employment and Economic Development, . 2012 figures are preliminary. http://www.positivelyminnesota.com/ - 17 - Building Permits Issued by the City Total Permits New Single Family Homes NumberValueNumberValue 2012 (to 6-30) 332 $22,127,93029 $9,177,400 2011 868 28,753,846 53 14,240,000 2010851 32,177,918 80 18,197,011 2009914 31,839,499 88 19,190,195 20081,649 67,945,640 237 26,809,851 20071,368 63,085,633 143 27,084,690 20061,055 70,879,026 224 46,503,749 20051,293 123,374,042 454 88,551,982 20041,329 126,348,047 551 110,674,682 20031,127 96,872,708 440 87,119,479 Recent and Proposed Development The City’s total number of permits are down from July 2011; however, the value of the new permits to-date are double the value of permits from 2011. Several large commercial and industrial projects occurred in the first six months of 2012, raising the overall value of construction in the community. The City has had fewer small projects in 2012 compared to 2011, and there continues to be investment in public sector buildings, which maintains the strong increase in permit valuation and permit fees for the City. Residential development for 2012 is similar to the trend experienced in the last two years. New dwelling unit construction is anticipated to be similar to 2011, which yielded 53 new units. Most of the new residential construction is small-lot, single-family detached housing in two new subdivisions approved late in 2011. The new subdivisions represent the return of two national builders to the community. These projects also consist of investing in green field development and construction of new streets and utilities to provide developable pads for the subdivisions. A third builder has received multiple approvals in the same general neighborhood and will be installing streets and utilities in the fall of 2012. (The Balance of This Page Has Been Intentionally Left Blank) - 18 - The following lists platted lots currently available for development. The majority of these lots are approved as attached housing parcels: Remaining Units lots as of Development/DeveloperHousingApproved5-31-12 th Biscayne Pointe 4 Addition/Heritage Development Single Family731 Biscayne Pointe North/Giles Property Single Family 221 Connemara Crossing/Basic Builders, Inc. Single Family 44 17 nd Glendalough 2/Lennar Single Family 7 1 rd Glendalough 3/Lennar Single Family 29 1 th Glendalough 4/Lennar Single Family 25 8 GlenRose of Rosemount/ Dean Johnson Homes Multi-Family76 64 nd Harmony 2 Addition/CPDC Multi-Family81 20 rd Harmony 3 Addition/CPDC Single Family 173 th Harmony 5 Addition/Rsmt Land Corp. Single Family 64 33 th Harmony 6 Addition/Rottlund Single Family 49 28 Pickens/Rottlund Single Family 9 6 Rosewood Estates/Progress Land Single Family 551 nd Prestwick Place 2 Addition/DR Horton Single Family 29 17 rd Prestwick Place 3 Addition/DR Horton Single Family 27 26 st Greystone 1 Addition/Ryland Group Single Family 23 23 In 2011, approximately $29 million of new valuation was added in the community. It is expected in that new valuation will be approximately $35 million in 2012. Much of that value continues to come from residential development but, rather than new dwelling units, there are more permits drawn on existing residences. Financial Institutions Full service banking is provided by the First State Bank of Rosemount. Branches of Central Bank, TCF National Bank, and Vermillion State Bank are also located in the City. Source: Federal Deposit Insurance Corporation, http://www4.fdic.gov/. Education The major portion of the City is part of Independent School District No. 196 (Rosemount-Apple Valley-Eagan), headquartered in the City. The District's enrollment for the 2011/12 school year was approximately 26,977 students in grades kindergarten through twelve. The District is one of the largest employers in the City with approximately 3,500 full-time and part-time employees District-wide. The physical plant of the District consists of 19 elementary schools, six middle schools, four senior high schools, and three special education schools. Of these schools, two elementary schools, one junior high, and one senior high are located in the City of Rosemount. Small portions of the City are located in Independent School District No. 199 (Inver Grove Heights) and Independent School District No. 200 (Hastings). The Dakota County Technical College is also located in the City. The Technical College, located on a 96-acre site, opened in 1973 and has a total enrollment of over 4,500 students. In addition, the Technical College offers an extensive adult education program. - 19 - GOVERNMENTAL ORGANIZATION AND SERVICES Organization Rosemount was established as a municipal corporation in 1858, and became a statutory City in 1974. The City has a Mayor-Council form of government, with the four Council members being elected to overlapping four-year terms of office. The present City Council is listed below. Expiration of Term William H. Droste MayorDecember 31, 2014 Matthew Kearney Council Member December 31, 2012 Mark DeBettignies Council Member December 31, 2014 Kimberly Shoe-Corrigan Council Member December 31, 2014 Jeffrey Weisensel Council Member December 31, 2012 The City's chief administrative officer is the City Administrator, who is appointed by and serves at the discretion of the City Council. Mr. Dwight D. Johnson was appointed to the position of City Administrator in August 2008. Mr. Jeffrey A. May, who has served in the City's Finance Department since 1985, was appointed as the City's Finance Director in March 1991. Mr. May also serves as the City Treasurer. Ms. Amy Domeier serves as the City Clerk. Growth and development of the City is guided by the Comprehensive Land Use Plan, most recently adopted in 2009, covering development expectations until the year 2030. The Comprehensive Plan outlines the long-range land use plan and development policies of the community, and is designed to encourage and promote orderly development and growth, perpetuating a sound and steady growth in the City tax base. Services Police protection for the City is provided by 22 full-time officers, and four other police personnel. Fire protection is provided by 43 trained volunteers. The City has class 4,5, and 10 insurance ratings, depending on the availability of hydrants and location in relation to a fire station. Municipal water, sanitary sewer and storm water services are provided to virtually all of the developed areas of the City. The municipal water service is provided by eight wells with four water towers having a total storage capacity of 3,500,000 gallons. The maximum pumping capacity is 12,096,000 gallons per day with an average demand of 2,344,546 gallons pumped daily in 2011. It is the City's policy to finance all of its lateral sanitary sewer and water improvements by special assessments filed against benefited property; however, there is a provision for deferred assessments, in which case it may be necessary to provide some tax support. Core facilities are intended to be financed from water and sewer connection charges, but these too may require some tax support in the event sufficient connections do not occur in a timely manner. To date, tax support has not been necessary. The City finances the construction and long-term maintenance of its storm water core facilities through the operation of a storm water utility. Each property in the City pays a quarterly “stormwater user fee” and an initial connection charge to support the program. - 20 - Interceptor sewer lines and wastewater treatment plants in the seven-county metropolitan area, of which the City is a part, are under the jurisdiction of the Metropolitan Council Environmental Services (“MCES”). MCES finances its operations through user charges based on usage. The City is responsible for the construction and maintenance of sewer laterals. Employee Pensions All full-time and certain part-time employees of the City are covered by defined benefit pension plans administered by the Public Employees Retirement Association of Minnesota (PERA). PERA administers the General Employees Retirement Fund (GERF) and the Public Employees Police and Fire Fund (PEPFF), which are cost-sharing multiple-employer public employees retirement plans. GERF members belong to either the Coordinated Plan or the Basic Plan. Coordinated members are covered by Social Security and Basic members are not. All employees of the City covered by GERF belong to the Coordinated Plan. All police officers, fire fighters and peace officers who qualify for membership by statute are covered by the PEPFF. The City’s contributions for the past five years are as follows: GERFPEPFF 2011 $268,848 $256,236 2010 258,857 249,472 2009 248,891 240,374 2008 242,631 219,322 2007 222,179 178,096 For more information regarding the liability of the City with respect to its employees, please reference “Note V, Other Information – A. Employees’ Retirement System”, of the City’s Comprehensive Annual Financial Report for fiscal year ended December 31, 2011, included as Appendix IV of this Official Statement. Other Post Employment Benefits The Governmental Accounting Standards Board (GASB) has issued Statement No. 45, Accounting and Financial Reporting by Employers for Post Employment Benefits Other Than Pensions (GASB 45), which addresses how state and local governments must account for and report their obligations related to post employment healthcare and other non-pension benefits (referred to as Other Post Employment Benefits or “OPEB”). The City does not fund health insurance for retired City employees. All former employees who were eligible to participate in the City’s health insurance program while employed with the City are allowed to continue their coverage after employment has ended through COBRA. However, this coverage is to be paid in full at the former employee’s expense. The City’s greatest liability under GASB 45 comes through an implicit rate subsidy. The implicit rate subsidy is the additional cost of health insurance to current employees and the City as a result of the higher cost of providing health insurance to retirees. The retiree benefits discussed above are the City’s only OPEB. - 21 - General Fund Budget 2011 2012 Adopted BudgetProposed Budget Revenues: General Property Taxes $8,637,476 $8,296,900 Licenses and Permits 360,100362,300 Intergovernmental 624,700 634,500 Charges for Services 658,400668,400 Fines and Forfeits 125,000125,000 Recreational Fees 252,300254,900 Miscellaneous Revenues 181,300186,300 Transfers In 3,5003,500 Total Revenues $10,842,776$10,531,800 Expenditures: General Government $2,990,076 $2,646,500 Public Safety 3,422,1003,439,200 Public Works 3,168,0003,200,300 Parks and Recreation 1,262,6001,245,800 Total Expenditures $10,842,776$10,531,800 (The Balance of This Page Has Been Intentionally Left Blank) - 22 - APPENDIX I PROPOSED FORM OF LEGAL OPINION $810,000 General Obligation Improvement Bonds, Series 2012A City of Rosemount Dakota County, Minnesota We have acted as bond counsel to the City of Rosemount, Dakota County, Minnesota (the “Issuer”) in connection with the issuance by the Issuer of its General Obligation Improvement Bonds, Series 2012A (the “Bonds”), originally dated as of September 1, 2012, and issued in the original aggregate principal amount of $810,000. In such capacity and for the purpose of rendering this opinion we have examined certified copies of certain proceedings, certifications and other documents, and applicable laws as we have deemed necessary. Regarding questions of fact material to this opinion, we have relied on certified proceedings and other certifications of public officials and other documents furnished to us without undertaking to verify the same by independent investigation. Under existing laws, regulations, rulings and decisions in effect on the date hereof, and based on the foregoing we are of the opinion that: 1. The Bonds have been duly authorized and executed, and are valid and binding general obligations of the Issuer, enforceable in accordance with their terms. 2. The principal of and interest on the Bonds are payable from special assessments levied or to be levied on property specially benefited by local improvements and ad valorem taxes required by law to be levied on all taxable property of the Issuer, which taxes are not subject to any limitation as to rate or amount. 3. Interest on the Bonds is excluded from gross income of the recipient for federal income tax purposes and, to the same extent, is excluded from taxable net income of individuals, trusts, and estates for Minnesota income tax purposes, and is not a preference item for purposes of the computation of the federal alternative minimum tax, or the computation of the Minnesota alternative minimum tax imposed on individuals, trusts and estates. However, such interest is taken into account in determining adjusted current earnings for the purpose of computing the federal alternative minimum tax imposed on certain corporations and is subject to Minnesota franchise taxes on corporations (including financial institutions) measured by income. The opinion set forth in this paragraph is subject to the condition that the Issuer comply with all requirements of the Internal Revenue Code of 1986, as amended, that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be, or continue to be, excluded from gross income for federal income tax purposes and from taxable net income for Minnesota income tax purposes. The Issuer has covenanted to comply with all such requirements. Failure to comply with certain of such requirements may cause interest on the Bonds to be included in gross income for federal income tax purposes and taxable net income for Minnesota income tax purposes retroactively to the date of issuance of the Bonds. We express no opinion regarding tax consequences arising with respect to the Bonds other than as expressly set forth herein. 4. The rights of the owners of the Bonds and the enforceability of the Bonds may be limited by bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditor’s rights generally and by equitable principles, whether considered at law or in equity. We have not been asked and have not undertaken to review the accuracy, completeness or sufficiency of the Official Statement or other offering material relating to the Bonds, and accordingly we express no opinion with respect thereto. This opinion is given as of the date hereof and we assume no obligation to update, revise, or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur. Dated ___________, 2012 at Minneapolis, Minnesota. I-1 CONTINUING DISCLOSURE CERTIFICATE $810,000 City of Rosemount, Minnesota General Obligation Improvement Bonds, Series 2012A September ___, 2012 This Continuing Disclosure Certificate (the “Disclosure Certificate”) is executed and delivered by the City of Rosemount, Minnesota (the “Issuer”) in connection with the issuance of its General Obligation Improvement Bonds, Series 2012A, (the “Bonds”) in the original aggregate principal amount of $810,000. The Bonds are being issued pursuant to resolutions adopted by the City Council of the Issuer (the “Resolutions”). The Bonds are being delivered to _________________ (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 provide for the public availability of such information and assist the Participating Underwriter(s) (defined herein) in complying with the Rule (as defined herein). 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 any annual report provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. “Audited Financial Statements” means annual financial statements of the Issuer, prepared in accordance with generally accepted accounting principles for governmental units (“GAAP”) as prescribed by the Governmental Accounting Standards Board (“GASB”). “Bonds” means the General Obligation Improvement Bonds, Series 2012A, issued by the Issuer in the original aggregate principal amount of $810,000. “Disclosure Certificate” means this Continuing Disclosure Certificate. “EMMA” means the Electronic Municipal Market Access system operated by the MSRB and designated as a nationally recognized municipal securities information repository and the exclusive portal for complying with the continuing disclosure requirements of the Rule. “Final Official Statement” means the deemed final Official Statement dated ________________, 2012, as supplemented by the Addendum, dated __________, 2012 which constitutes the final official statement delivered in connection with the Bonds, which is available from the MSRB. “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 Rosemount, Minnesota, which is the obligated person with respect to the Bonds. II-1 “Material Event” means any of the events listed in Section 5(a) of this Disclosure Certificate. “MSRB” means the Municipal Securities Rulemaking Board located at 1900 Duke Street, Suite 600, Alexandria, VA 22314. “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 __________________. “Repository” means EMMA, or any successor thereto designated by the SEC. “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 Financial Information and Audited Financial Statements. (a) The Issuer shall provide to the Repository, as soon as available, but not later than twelve (12) months after the end of the Fiscal Year commencing with the year that ends December 31, 2012, an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. 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 and will be submitted as soon as available. (b) If the Issuer is unable or fails to provide to the Repository an Annual Report by the date required in subsection (a), the Issuer shall send a notice of that fact to the Repository and the MSRB. (c) The Issuer shall determine each year prior to the date for providing the Annual Report the name and address of each Repository. Section 4. Content of Annual Reports. The Issuer’s Annual Report shall contain or incorporate by reference the following sections of the Final Official Statement: 1. City Property Values 2. City Indebtedness 3. City Tax Rates, Levies and Collections In addition to the items listed above, the Annual Report shall include Audited Financial Statements submitted in accordance with Section 3 of this Disclosure Certificate. Any or all of the items listed above 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. II-2 Section 5. Reporting of Material Events. (a)This Section 5 shall govern the giving of notice of the occurrence of any of the following events (“Material Events”) with respect to the Bonds: 1. 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; 5. 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; 7. Modifications to rights of security holders, if material; 8. 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. . The SEC has designated EMMA as a nationally recognized municipal Section 6. EMMA 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. II-3 Section 7. Termination of Reporting Obligation. The Issuer’s obligations under the Resolutions and this Disclosure Certificate shall terminate upon [the legal defeasance,] the redemption in full of all Bonds or payment in full of all Bonds. Section 8. 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 9. Amendment; Waiver. Notwithstanding any other provision of the Resolutions or 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. The provisions of the Resolutions requiring continuing disclosure pursuant to the Rule and 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 impose the continuing disclosure requirements of the Resolutions and the execution and delivery of this Disclosure Certificate are invalid, have been repealed retroactively or otherwise do not apply to the Bonds. The provisions of the Resolutions requiring continuing disclosure pursuant to the Rule 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 bond counsel to the effect that such amendment, and giving effect thereto, will not adversely affect the compliance with the Rule. Section 10. 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 11. 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 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Issuer, the Participating Underwriters, and the 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.] II-4 APPENDIX III SUMMARY OF TAX LEVIES, PAYMENT PROVISIONS, AND MINNESOTA REAL PROPERTY VALUATION (effective through levy year 2011/payable year 2012) Following is a summary of certain statutory provisions effective through levy year 2011/payable year 2012 relative to tax levy procedures, tax payment and credit procedures, and the mechanics of real property valuation. The summary does not purport to be inclusive of all such provisions or of the specific provisions discussed, and is qualified by reference to the complete text of applicable statutes, rules and regulations of the State of Minnesota. Property Valuations (Chapter 273, Minnesota Statutes) Assessor's Estimated Market Value. Each parcel of real property subject to taxation must, by statute, be appraised at least once every five years as of January 2 of the year of appraisal. With certain exceptions, all property is valued at its market value, which is the value the assessor determines to be the price the property to be fairly worth, and which is referred to as the “Estimated Market Value.” Taxable Market Value. The Taxable Market Value is the value that property taxes are based on, after all reductions, limitations, exemptions and deferrals. It is also the value used to calculate a municipality’s legal debt limit. Indicated Market Value. The Indicated Market Value is determined by dividing the Taxable Market Value of a given year by the same year's sales ratio determined by the State Department of Revenue. The Indicated Market Value serves to eliminate disparities between individual assessors and equalize property values statewide. Net Tax Capacity. The Net Tax Capacity is the value upon which net taxes are levied, extended and collected. The Net Tax Capacity is computed by applying the class rate percentages specific to each type of property classification against the Taxable Market Value. Class rate percentages vary depending on the type of property as shown on the last page of this Appendix. The formulas and class rates for converting Taxable Market Value to Net Tax Capacity represent a basic element of the State's property tax relief system and are subject to annual revisions by the State Legislature. A homestead market value exclusion is applied prior to determining a property’s net tax capacity, for property classified as Class 1a or 1b and Class 2a. Property taxes are determined by multiplying the Net Tax Capacity by the tax capacity rate, plus multiplying the referendum market value by the market value rate. Property Tax Payments and Delinquencies (Chapters 275, 276, 277, 279-282 and 549, Minnesota Statutes) Ad valorem property taxes levied by local governments in Minnesota are extended and collected by the various counties within the State. Each taxing jurisdiction is required to certify the annual tax levy to the county auditor within five (5) working days after December 20 of the year preceding the collection year. A listing of property taxes due is prepared by the county auditor and turned over to the county treasurer on or before the first business day in March. The county treasurer is responsible for collecting all property taxes within the county. Real estate and personal property tax statements are mailed out by March 31. One-half (1/2) of the taxes on real property is due on or before May 15. The remainder is due on or before October 15. Real property taxes not paid by their due date are assessed a penalty that, III-1 depending on the type of property, increases from 2% to 4% on the day after the due date. In the case of the first installment of real property taxes due May 15, the penalty increases to 4% or 8% on June 1. Thereafter, an additional 1% penalty shall accrue each month through October 1 of the collection year for unpaid real property taxes. In the case of the second installment of real property taxes due October 15, the penalty increases to 6% or 8% on November 1 and increases again to 8% or 12% on December 1. Personal property taxes remaining unpaid on May 16 are deemed to be delinquent and a penalty of 8% attaches to the unpaid tax. However, personal property that is owned by a tax-exempt entity, but is treated as taxable by virtue of a lease agreement, is subject to the same delinquent property tax penalties as real property. On the first business day of January of the year following collection all delinquencies are subject to an additional 2% penalty, and those delinquencies outstanding as of February 15 are filed for a tax lien judgment with the district court. By March 20 the county auditor files a publication of legal action and a mailing of notice of action to delinquent parties. Those property interests not responding to this notice have judgment entered for the amount of the delinquency and associated penalties. The amount of the judgment is subject to a variable interest determined annually by the Department of Revenue, and equal to the adjusted prime rate charged by banks but in no event is the rate less than 10% or more than 14%. Property owners subject to a tax lien judgment generally have five years (5) in the case of all property located outside of cities or in the case of residential homestead, agricultural homestead and seasonal residential recreational property located within cities or three (3) years with respect to other types of property to redeem the property. After expiration of the redemption period, unredeemed properties are declared tax forfeit with title held in trust by the State of Minnesota for the respective taxing districts. The county auditor, or equivalent thereof, then sells those properties not claimed for a public purpose at auction. The net proceeds of the sale are first dedicated to the satisfaction of outstanding special assessments on the parcel, with any remaining balance in most cases being divided on the following basis: county - 40%; town or city - 20%; and school district - 40%. Property Tax Credits (Chapter 273, Minnesota Statutes) In addition to adjusting the taxable value for various property types, primary elements of Minnesota's property tax relief system are: property tax levy reduction aids; the renters credit, which relates property taxes to income and provides relief on a sliding income scale; and targeted tax relief, which is aimed primarily at easing the effect of significant tax increases. The circuit breaker credit and targeted credits are reimbursed to the taxpayer upon application by the taxpayer. Property tax levy reduction aid includes educational aids, local governmental aid, equalization aid, county program aid and disparity reduction aid. Debt Limitations All Minnesota municipalities (counties, cities, towns and school districts) are subject to statutory “net debt” limitations under the provisions of Minnesota Statutes, Section 475.53. Net debt is defined as the amount remaining after deducting from gross debt the amount of current revenues that are applicable within the current fiscal year to the payment of any debt and the aggregate of the principal of the following: 1. Obligations issued for improvements that are payable wholly or partially from the proceeds of special assessments levied upon benefited property. 2. Warrants or orders having no definite or fixed maturity. 3. Obligations payable wholly from the income from revenue producing conveniences. III-2 4. Obligations issued to create or maintain a permanent improvement revolving fund. 5. Obligations issued for the acquisition and betterment of public waterworks systems, and public lighting, heating or power systems, and any combination thereof, or for any other public convenience from which revenue is or may be derived. 6. Certain debt service loans and capital loans made to school districts. 7. Certain obligations to repay loans. 8. Obligations specifically excluded under the provisions of law authorizing their issuance. 9. Certain obligations to pay pension fund liabilities. 10. Debt service funds for the payment of principal and interest on obligations other than those described above. 11. Obligations issued to pay judgments against the municipality. Levies for General Obligation Debt (Sections 475.61 and 475.74, Minnesota Statutes) Any municipality that issues general obligation debt must, at the time of issuance, certify levies to the county auditor of the county(ies) within which the municipality is situated. Such levies shall be in an amount that if collected in full will, together with estimates of other revenues pledged for payment of the obligations, produce at least five percent in excess of the amount needed to pay principal and interest when due. Notwithstanding any other limitations upon the ability of a taxing unit to levy taxes, its ability to levy taxes for a deficiency in prior levies for payment of general obligation indebtedness is without limitation as to rate or amount. Metropolitan Revenue Distribution (Chapter 473F, Minnesota Statutes) “Fiscal Disparities Law” The Charles R. Weaver Metropolitan Revenue Distribution Act, more commonly known as “Fiscal Disparities,” was first implemented for taxes payable in 1975. Forty percent of the increase in commercial-industrial (including public utility and railroad) net tax capacity valuation since 1971 in each assessment district in the Minneapolis/St. Paul seven-county metropolitan area (Anoka, Carver, Dakota, excluding the City of Northfield, Hennepin, Ramsey, Scott, excluding the City of New Prague, and Washington Counties) is contributed to an area-wide tax base. A distribution index, based on the factors of population and real property market value per capita, is employed in determining what proportion of the net tax capacity value in the area- wide tax base shall be distributed back to each assessment district. III-3 STATUTORY FORMULAE: CONVERSION OF TAXABLE MARKET VALUE (TMV) TO NET TAX CAPACITY FOR MAJOR PROPERTY CLASSIFICATIONS Local Tax Local Tax Local Tax Local Tax Local Tax Payable Payable Payable Payable Payable Property Type20082009201020112012  Residential Homestead (1a) Up to $500,000 1.00% 1.00% 1.00% 1.00% 1.00% Over $500,000 1.25% 1.25% 1.25% 1.25% 1.25% Residential Non-homestead Single Unit (4b1) Up to $500,000 1.00% 1.00% 1.00% 1.00% 1.00% Over $500,000 1.25% 1.25% 1.25% 1.25% 1.25% 1-3 unit and undeveloped land (4b1) 1.25% 1.25% 1.25% 1.25% 1.25% Market Rate Apartments Regular (4a) 1.25% 1.25% 1.25% 1.25% 1.25% Low-Income (4d) 0.75% 0.75% 0.75% 0.75% 0.75% Commercial/Industrial/Public Utility (3a) 11111 Up to $150,000 1.50% 1.50% 1.50% 1.50% 1.50% 11111 Over$150,0002.00% 2.00% 2.00% 2.00% 2.00% Electric Generation Machinery 2.00% 2.00% 2.00% 2.00% 2.00% Commercial Seasonal Residential Homestead Resorts (1c) 3 Up to $600,000 0.55% 0.55% 0.50% 0.50% 0.50% 3 $600,000 - $2,300,000 1.00% 1.00% 1.00% 1.00% 1.00% 311111 Over$2,300,0001.25% 1.25% 1.25% 1.25% 1.25% Seasonal Resorts (4c) 11111 Up to $500,000 1.00% 1.00% 1.00% 1.00% 1.00% 11111 Over$500,0001.25% 1.25% 1.25% 1.25% 1.25% Non-Commercial (4c1) 1 21 21 21 21 2 Up to $500,000 1.00% 1.00% 1.00% 1.00% 1.00% 1 21 21 21 21 2 Over$500,0001.25% 1.25% 1.25% 1.25% 1.25% Disabled Homestead (1b) 3 Up to $50,000 0.45% 0.45% 0.45% 0.45% 0.45% 3 $50,000 to $500,000 1.00% 1.00% 1.00% 1.00% 1.00% Over $500,000 1.25% 1.25% 1.25% 1.25% 1.25% Agricultural Land & Buildings Homestead (2a) Up to $500,000 1.00% 1.00% 1.00% 1.00% 1.00% Over $500,000 1.25% 1.25% 1.25% 1.25% 1.25% Remainder of Farm 422222 Up to $1,140,0000.55%0.55%0.50%0.50%0.50% 422222 Over$1,140,0001.00% 1.00% 1.00% 1.00% 1.00% 22222 Non-homestead (2b) 1.00% 1.00% 1.00% 1.00% 1.00% 1 Subject to the State General Property Tax. 2 Exempt from referendum market value tax. 3 2008 legislative increases. 4 2010 legislative increases. III-4 APPENDIX IV AUDITED 2011 COMPREHENSIVE ANNUAL FINANCIAL REPORT The City is audited annually by an independent certified public accounting firm. This Appendix includes the City’s audited Comprehensive Annual Financial Report for fiscal year ended December 31, 2011. For its comprehensive annual financial report for the fiscal years ended December 31, 1996 through 2010, the City was awarded the Certificate of Achievement for Excellence in Financial Reporting by the Government Finance Officers Association of the United States and Canada (GFOA). The Certificate of Achievement is the highest form of recognition for excellence in state and local government financial reporting. In order to be awarded a Certificate of Achievement, a government unit must publish an easily readable and efficiently organized comprehensive annual financial report (CAFR), whose contents conform to program standards. Such CAFR must satisfy both generally accepted accounting principles and applicable legal requirements. A Certificate of Achievement is valid for a period of one year only. The City believes its CAFR continues to conform to the Certificate of Achievement program requirements and has submitted its CAFR for the 2011 fiscal year to GFOA. The Governmental Accounting Standards Board (GASB) issued Statement 54, Fund Balance Reporting and Governmental Fund Type Definitions for State and Local Governments in February 2009. The statement establishes a new financial reporting model for state and local governments to enhance the usefulness of fund balance information by providing clearer fund balance classifications that can be more consistently applied and by clarifying the existing governmental fund type definitions. This statement establishes fund balance classifications that comprise a hierarchy based primarily on the extent to which a government is bound to observe constraints imposed upon the use of the resources reported in governmental funds. PROPOSAL SALEDATE: August 21, 2012 TO: Mr. Jeffrey May, Finance Director City of Rosemount, Minnesota c/o Springsted Incorporated 380 Jackson Street, Suite 300 St. Paul, MN 55101-2887 Phone: (651) 223-3000 Fax: (651) 223-3046 RE: $810,000* General Obligation Improvement Bonds, Series 2012A For the Bonds of this Issue which shall mature and bear interest at the respective annual rates, as follow, we offer a price of $______________________ (Note: This amount may not be less than $803,520) and accrued interest to the date of delivery. %2014%2015%2016%2017%2018 Designation of Term Maturities Years of Term Maturities * The City reserves the right, after proposals are opened and prior to award, to increase or reduce the principal amount of the Bonds or the maturity amounts offered for sale. Any such increase or reduction will be made in multiples of $5,000 in any of the maturities. In the event the principal amount of the Bonds is increased or reduced, any premium offered or any discount taken by the successful bidder will be increased or reduced by a percentage equal to the percentage by which the principal amount of the Bonds is increased or reduced. In making this offer we accept all of the terms and conditions of the Terms of Proposal published in the Official Statement dated August 7, 2012. In the event of failure to deliver these Bonds in accordance with and made a part hereof, we reserve the right to the Terms of Proposal as printed in the Official Statement withdraw our offer, whereupon the deposit accompanying it will be immediately returned. All blank spaces of this offer are intentional and are not to be construed as an omission. Subject to any applicable exemption in the Rule, this offer to purchase/bid is subject to the City's covenant and agreement to take all steps necessary to assist us in complying with SEC Rule 15c2-12, as amended. Not as a part of our offer, the above quoted prices being controlling, but only as an aid for the verification of the offer, we have made the following computations: NET INTEREST COST: $____________________________ TRUE INTEREST RATE:______________ % Account Members Account Manager By: Phone: ........................................................................................................................................................................ The foregoing offer is hereby accepted by the City on the date of the offer by its following officers duly authorized and empowered to make such acceptance. Mayor Clerk _____ SURE-BID _____ Wire Transfer ____ Good Faith Check Submitted