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HomeMy WebLinkAbout8.b. Accept Bids and Award Sale - G.O. Improvement Bonds, Series 2006BAGENDA ITEM: Accept Bids and Award Sale G 0 Improvement Bonds, Series 2006B AGENDA SECTION: Old Business PREPARED BY: Jeff May, Finance Director AGEN i t'. 4� ATTACHMENTS: Resolution (Official Statement with 2006A Agenda Item) APPROVED BY: RECOMMENDED ACTION: Motion to adopt a Resolution Accepting Offer on the Sale of $4,405,000 General Obligation Improvement Bonds, Series 2006B, Providing for their Issuance and Levying a Tax for the Payment thereof. ACTION: CITY OF ROSEMOUNT EXECUTIVE SUMMARY FOR ACTION Special City Council Meeting Date: May 16, 2006 ISSUE Accept bids and award sale of bonds for improvements to Old County Road 38, City Project #387 BACKGROUND This item is on the agenda for Council to formally award the sale of bonds for improvements to Old County Road 38. At 12 00 P.M. Tuesday, May 16, 2006, sealed bids for G 0 Improvement Bonds, Series 2006B, will be opened and the results tabulated at the offices of Springsted, our financial consultants for the sale A representative from Springsted will be at the Council meeting that evening to give their recommendation for the issuance of these bonds and to answer 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. WHEREAS, the City Council of the City of Rosemount, Minnesota (the "City has heretofore determined and declared that it is necessary and expedient to issue $4,405,000 General Obhgatton Improvement Bonds, Series 2006B (the "Bonds of the City, pursuant to Minnesota Statutes, Chapters 429 and 475, to finance the construction of vanous nnprovements in the City (the "Improvements and WHEREAS, the construction of the Improvements to be financed by the Bonds has heretofore been ordered, and WHEREAS, offers to purchase the Bonds were solicited on behalf of the City by Springsted Incorporated, and WHEREAS, the City has retained Sprmgsted Incorporated, in St. Paul, Minnesota ("Springsted"), as its independent financial advisor for the sale of the Bonds and is therefore authorized to sell the Bonds by pnvate negotiation m accordance with Minnesota Statutes, Section 475 60, Subdivision 2(9); and WHEREAS, the following offers were received, opened and recorded at the offices of Springsted Incorporated at 12.00 Noon, this same day. NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Rosemount, Minnesota, as follows: 1. Acceptance of Offer The offer of (the "Purchaser to purchase $4,405,000 General Obligation Improvement Bonds, Series 2006B of the City (the "Bonds or individually a "Bond in accordance with the terms of proposal, at the rates of interest hereinafter set forth, and to pay therefor the sum of plus interest accrued to settlement, is hereby found, determined and declared to be the most favorable offer received and is hereby accepted, and the Bonds are hereby awarded to said Purchaser The Finance Director is directed to retain the deposit of said Purchaser and to forthwith return to the others making offers their good faith checks or drafts 1899771v1 Bidder CITY OF ROSEMOUNT DAKOTA COUNTY, MINNESOTA RESOLUTION 2006 RESOLUTION ACCEPTING OFFER ON THE SALE OF $4,405,000 GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 2006B, PROVIDING FOR THEIR ISSUANCE AND LEVYING A TAX FOR THE PAYMENT THEREOF Interest Rate Net Interest Cost 2. Terms of Bonds. (a) Title; Onguial Issue Date; Denominations; Matunnes; Term Bond Option. The Bonds shall be titled "General Obligation Improvement Bonds, Series 2006B shall be dated June 1, 2006, as the date of ongmal issue and shall be issued forthwith on or after such date as fully registered bonds. The Bonds shall be numbered from R -1 upward in the denomination of $5,000 each or m any integral muluple thereof of a single maturity (the "Authonzed Denomination The Bonds shall mature on February 1 in the years and amounts as follows: Year Amount Year Amount 2008 $440,000 2013 $440,000 2009 425,000 2014 445,000 2010 425,000 2015 450,000 2011 430,000 2016 455,000 2012 435,000 2017 460,000 As may be requested by the Purchaser, one or more term 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 provisions of the apphcable Bond(s). (b) Book Entry Onlwstem. The Depository Trust Company, a hmited purpose trust company organized under the laws of the State of New York or any of its successors or its successors to its functions hereunder (the "Depository") will act as securities depository for the Bonds, and to this end: (i) The Bonds shall be initially issued and, so long as they remain in book entry form only (the "Book Entry Only Penod"), shall at all times be in the form of a separate single fully registered Bond for each maturity of the Bonds, and for purposes of complying with this requirement under paragraphs 5 (with respect to redemption) and 10 (with respect to registration, transfer and exchange) Authorized Denominations for any Bond shall be deemed to be limited during the Book Entry Only Period to the outstanding principal amount of that Bond (u) Upon initial issuance, ownership of the Bonds shall be registered in a bond register maintained by U S Bank National Association in St Paul, Minnesota (the "Bond Registrar in the name of CEDE CO., as the nominee (it or any nominee of the existing or a successor Depository, the "Nominee (in) With respect to the Bonds neither the City nor the Bond Registrar shall have any responsibility or obhgation to any broker, dealer, bank, or any other financial institution for which the Depository holds Bonds as securities depository (the "Participant or the person for which a Participant holds an interest m the Bonds shown on the books and records of the Participant (the "Beneficial Owner Without limiting the immediately preceding sentence, neither the City, nor the Bond Registrar, shall have any such responsibility or obligation with respect to (A) the accuracy of the records of the Depository, the Nominee or any Participant with respect to any ownership interest in the Bonds, or (B) the dehvery to any Participant, any Owner or any other person, other than the Depository, of any notice with respect to the Bonds, including any notice of redemption, or (C) the payment to any Participant, any Beneficial Owner or any other person, other than the Depository, of any amount with respect to the principal of or premium, if any, or interest on the Bonds, or (D) the consent given or other action taken by the Depository as the Registered Holder of any Bonds (the "Holder For purposes of securing the vote or consent of any Holder under this Resolution, the City may, however, rely upon an omnibus proxy under which the Depository assigns 1899771x1 its consenting or voting rights to certain Participants to whose accounts the Bonds are credited on the record date identified in a listing attached to the omnibus proxy. (iv) The City and the Bond Registrar may treat as and deem the Depository to be the absolute owner of the Bonds for the purpose of payment of the principal of and premium, if any, and interest on the Bonds, for the purpose of giving notices of redemption and other matters with respect to the Bonds, for the purpose of obtaining any consent or other action to be taken by Holders for the purpose of registering transfers with respect to such Bonds, and for all purposes whatsoever. The Bond Registrar, as paying agent hereunder, shall pay all principal of and premium, if any, and interest on the Bonds only to the Holder or the Holders of the Bonds as shown on the bond register, and all such payments shall be vand and effective to fully satisfy and discharge the City's obhgations with respect to the principal of and prenuum, if any, and interest on the Bonds to the extent of the sum or sums so paid. (v) Upon dehvery by the Depository to the Bond Registrar of wntten notice to the effect that the Depository has determined to substitute a new Nominee in place of the existing Nominee, and subject to the transfer provisions in paragraph 10 hereof (with respect to registration, transfer and exchange) references to the Nominee hereunder shall refer to such new Nominee. (vi) So long as any Bond is registered in the name of a Nominee, all payments with respect to the principal of and premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, by the Bond Registrar or City, as the case may be, to the Depository as provided in the Letter of Representations to the Depository required by the Depository as a condition to its acting as book -entry Depository for the Bonds (said Letter of Representations, together with any replacement thereof or amendment or substitute thereto, including any standard procedures or pohcies referenced therein or apphcable thereto respecting the procedures and other matters relating to the Depository's role as book -entry Depository for the Bonds, collectively hereinafter referred to as the "Letter of Representations (vii) All transfers of beneficial ownership interests in each Bond issued in book -entry form shall be limited in principal amount to Authorized Denominations and shall be effected by procedures by the Depository with the Participants for recording and transferring the ownership of beneficial interests in such Bonds. (vin) In connection with any notice or other communication to be provided to the Holders pursuant to this Resolution by the City or Bond Registrar with respect to any consent or other action to be taken by Holders, the Depository shall consider the date of receipt of notice requesting such consent or other action as the record date for such consent or other action, provided, that the City or the Bond Registrar may establish a special record date for such consent or other action. The City or the Bond Registrar shall, to the extent possible, give the Depository notice of such special record date not Less than 15 calendar days in advance of such special record date (ix) Any successor Bond Registrar m its written acceptance of its duties under this Resolution and any paying agency /bond registrar agreement, shall agree to take any actions necessary from time to time to comply with the requirements of the Letter of Representations (x) In the case of a partial prepayment of a Bond, the Holder may, in heu of surrendering the Bonds for a Bond of a lesser denomination as provided m paragraph 5 hereof (with respect to redemption), make a notation of the reduction m principal amount on the panel provided on the Bond stating the amount so redeemed (c) Termination of Book -Entry Only System. Discontinuance of a particular Depository's services and termination of the book -entry only system may be effected as follows 1899771v1 (t) The Depository may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the City and discharging its responsibthnes with respect thereto under apphcable law. The City may terminate the services of the Depository with respect to the Bonds if it determines that the Depository is no longer able to carry out its functions as securities depository or the continuation of the system of book -entry transfers through the Depository is not in the best interests of the City or the Beneficial Owners (ii) Upon termination of the services of the Depository as provided in the preceding paragraph, and if no substitute securities depository willing to undertake the functions of the Depository hereunder can be found which, in the opinion of the City, is willing and able to assume such functions upon reasonable or customary terms, or if the City deternunes that it is m the best interests of the City or the Beneficial Owners of the Bonds that the Beneficial Owners be able to obtain certificates for the Bonds, the Bonds shall no longer be registered as being registered in the bond register in the name of the Nominee, but may be registered in whatever name or names the Holder of the Bonds shall designate at that time, in accordance with paragraph 10 hereof (with respect to registration, transfer and exchange) To the extent that the Beneficial Owners are designated as the transferee by the Holders, in accordance with paragraph 10 hereof (with respect to registration, transfer and exchange), the Bonds will be delivered to the Beneficial Owners. (ni) Nothing in this subparagraph (c) shall hmit or restrict the provisions of paragraph 10 hereof (with respect to registration, transfer and exchange) (d) Letter of Representations. The provisions in the Letter of Representations are incorporated herein by reference and made a part of the resolution, and if and to the extent any such provisions are inconsistent with the other provisions of this resolution, the provisions in the Letter of Representations shall control. 3. Purpose. The Bonds shall provide funds to finance the costs of various improvements within the City (the "Improvements The total cost of the Improvements, which shall include all costs enumerated m Minnesota Statutes, Section 475.65, is estimated to be at least equal to the amount of the Bonds. Work on the Improvements shall proceed with due diligence to completion The City covenants that it shall do all things and perform all acts required of it to assure that work on the Improvements proceed with due diligence to completion and that any and all permits and studies required under law for the Improvements are obtained. 4. Interest The Bonds shall bear interest payable semiannually on February 1 and August 1 of each year (each, an "Interest Payment Date commencing February 1, 2007, calculated on the basis of a 360 -day year of twelve 30 -day months, at the respective rates per annum set forth opposite the maturity years as follows: Maturity Interest Maturity Interest Year Rate Year Rate "/o 2008 2013 2009 2014 2010 2015 2011 2016 2012 2017 5. Redemption All Bonds maturing in the years 2016 and 2017 shall be subject to redemption and prepayment at the option of the City on February 1, 2015, and on any date thereafter at a pnce of par plus accrued interest. Redemption may be in whole or in part of the Bonds subject to prepayment. If redemption is m part, the City shall determine the maturities and principal amounts 18997711 withm each maturity to be prepaid; and if only part of the Bonds having a common maturity date are called for prepayment, the specific Bonds to be prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions thereof called for redemption shall be due and payable on the redemption date, and interest thereon shall cease to accrue from and after the redemption date. Mailed notice of redempuon shall be given to the paying agent and to each affected registered holder of the Bonds. To effect a partial redemption of Bonds having a common matunty date, the Bond Registrar prior to giving notice of redemption shall assign to each Bond having a common maturity date a distinctive number for each $5,000 of the principal amount of such Bond The Bond Registrar shall then select by lot, using such method of selection as it shall deem proper in its discretion, from the numbers so assigned to such Bonds, as many numbers as, at $5,000 for each number, shall equal the principal amount of such Bonds to be redeemed The Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected, provided, however, that only so much of the principal amount of each such Bond of a denomination of more than $5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. If a Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar (with, if the District or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the Distract and Bond Registrar duly executed by the holder thereof or his, her or its attorney duly authorized in writing) and the District shall execute (if necessary) and the Bond Registrar shall authenticate and dehver to the Holder of such Bond, without service charge, a new Bond or Bonds of the same series having the same stated matunty and interest rate and of any authorized denomination or denominations, as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered. 6. Bond Registrar. U.S. Bank National Association in St Paul, Minnesota, is appointed to act as bond registrar and transfer agent with respect to the Bonds (the "Bond Registrar and shall do so unless and until a successor Bond Registrar is duly appointed, all pursuant to any contract the City and Bond Registrar shall execute which is consistent herewith The Bond Registrar shall also serve as paying agent unless and until a successor paying agent is duly appointed. Principal and interest on the Bonds shall be paid to the registered holders (or record holders) of the Bonds in the manner set forth in the form of Bond and paragraph 12 of this resolution (with respect to interest payment and record date). 7. Form of Bond. The Bonds, together with the Bond Registrar's Certificate of Authentication, the form of Assignment and the registration information thereon, shall be in substantially the following form. 1899771v1 UNI'T'ED STATES OF AMERICA STATE OF MINNESOTA DAKOTA COUNTY CITY OF ROSEMOUNT R- INTEREST MATURITY DATE OF RATE DATE ORIGINAL ISSUE June 1, 2006 REGISTERED OWNER: CEDE CO. GENERAL OBLIGATION IMPROVEMENT BOND, SERIES 2006B PRINCIPAL AMOUNT: DOLLARS CUSIP KNOW ALL PERSONS BY THESE PRESENTS that the City of Rosemount, Dakota County, Minnesota (the "Issuer certifies that it is indebted and for value received promises to pay to the registered owner specified above, or registered assigns, in the manner hereinafter set forth, the principal amount specified above, on the maturity date specified above, unless called for earher redemption, and to pay interest thereon semiannually on February 1 and August 1 of each year (each, an "Interest Payment Date commencing February 1, 2007, at the rate per annum specified above (calculated on the basis of a 360 -day year of twelve 30 -day months) until the pnncipal sum is paid or has been provided for. This Bond will bear interest from the most recent Interest Payment Date to which interest has been paid or, if no interest has been paid, from the date of onginal issue hereof. The principal of and premium, if any, on this Bond are payable upon presentation and surrender hereof at the principal office of U.S. Bank National Association in St Paul, Minnesota (the "Bond Registrar acting as paying agent, or any successor paying agent duly appointed by the Issuer. Interest on this Bond will be paid on each Interest Payment Date by check or draft mailed to the person m whose name this Bond is registered (the "Holder" or "Bondholder on the registration books of the Issuer maintained by the Bond Registrar and at the address appearing thereon at the close of business on the fifteenth day of the calendar month next preceding such Interest Payment Date (the "Regular Record Date Any mterest not so timely paid shall cease to be payable to the person who is the Holder hereof as of the Regular Record Date, and shall be payable to the person who is the Holder hereof at the close of business on a date (the "Special Record Date fixed by the Bond Registrar whenever money becomes available for payment of the defaulted interest. Notice of the Special Record Date shall be given to Bondholders not Less than ten days pnor to the Special Record Date. The pnncipal of and premium, if any, and interest on this Bond are payable m lawful money of the United States of America. So long as this Bond is registered in the name of the Depository or its Nominee as provided in the Resolution hereinafter described, and as those terms are defined therein, payment of principal of, premium, if any, and interest on this Bond and notice with respect thereto shall be made as provided in the Letter of Representations, as defined in the Resoluuon, and surrender of this Bond shall not be required for payment of the redemption price upon a partial redemption of this Bond. Until termination of the book -entry only system pursuant to the Resolution, Bonds may only be registered in the name of the Depository or its Nominee. Redemption. All Bonds of this issue (the "Bonds maturing in the years 2016 and 2017 are subject to redemption and prepayment at the option of the Issuer on February 1, 2015, and on any date thereafter at a price of par plus accrued interest. Redemption may be in whole or in part of the 1899771v1 Bonds subject to prepayment. If redemption is in part, the City shall determine the matunues and principal amount w ithin each maturity to be prepaid; and if only part of the Bonds having a common maturity date are called for prepayment, the specific Bonds to be prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions thereof called for redemption shall be due and payable on the redemption date, and interest thereon shall cease to accrue from and after the redemption date. Mailed notice of redemption shall be given to the paying agent and to each affected Holder of the Bonds Selection of Bonds for Redemption; Partial Redemption. To effect a partial redemption of Bonds having a common maturity date, the Bond Registrar shall assign to each Bond having a common maturity date a distinctive number for each $5,000 of the principal amount of such Bond. The Bond Registrar shall then select by lot, using such method of selection as it shall deem proper m its discretion, from the numbers assigned to the Bonds, as many numbers as, at $5,000 for each number, shall equal the principal amount of such Bonds to be redeemed. The Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected, provided, however, that only so much of the principal amount of such Bond of a denomination of more than $5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so selected If a Bond is to be redeemed only m part, it shall be surrendered to the Bond Registrar (with, if the Issuer or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the Issuer and Bond Registrar duly executed by the Holder thereof or his, her or its attorney duly authorized in writing) and the Issuer shall execute (if necessary) and the Bond Registrar shall authenticate and deliver to the Holder of such Bond, without service charge, a new Bond or Bonds of the same series having the same stated maturity and interest rate and of any authorized denorrunauon or denominations, as requested by such Holder, in aggregate principal amount equal to and m exchange for the unredeemed portion of the principal of the Bond so surrendered. Issuance; Purpose; General Obhganon. This Bond is one of an issue in the total principal amount of $4,405,000, all of like date of original issue and tenor, except as to number, maturity, interest rate, denomination and redemption privilege, which Bond has been issued pursuant to and in full conformity with the Constitution and laws of the State of Minnesota and pursuant to a resolution adopted by the City Council of the Issuer on May 16, 2006 (the "Resolution for the purpose of providing funds to finance the costs of vanous improvement projects v ithin the jurisdiction of the Issuer This Bond is payable out of the General Obhgation Improvement Bonds, Serves 2006B Fund of the Issuer This Bond constitutes a general obligation of the Issuer, and to provide moneys for the prompt and full payment of its principal, premium, if any, and interest when the same become due, the full faith and credit and taxing powers of the Issuer have been and are hereby irrevocably pledged. Denominations; Exchange Resolution. The Bonds are issuable solely as fully registered bonds m the Authorized Denominations (as defined in the Resolution) and are exchangeable for fully registered Bonds of other Authorized Denominations m equal aggregate principal amounts at the principal office of the Bond Registrar, but only in the manner and subject to the hnutanons provided in the Resolution. Reference is hereby made to the Resolution for a descnption of the nghts and duties of the Bond Registrar. Copies of the Resolution are on file in the principal office of the Bond Registrar Transfer This Bond is transferable by the Holder in person or by his, her or its attorney duly authorized m writing at the principal office of the Bond Registrar upon presentation and surrender hereof to the Bond Registrar, all subject to the terms and conditions provided in the Resolution and to reasonable regulations of the Issuer contained m any agreement with the Bond Registrar. Thereupon the Issuer shall execute and the Bond Registrai shall authenticate and deliver, in exchange for this Bond, one or more new fully registered Bonds m the name of the transferee but not registered in blank or to "bearer" or similar designation), of an Authorized Denomination or 1899771v1 Denominations, m aggregate principal amount equal to the principal amount of this Bond, of the same maturity and bearing interest at the same rate. Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable m connection with the transfer or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds. Treatment of Registered Owners. The Issuer and Bond Registrar may treat the person m whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided (except as otherwise provided on the reverse side hereof with respect to the Record Date) and for all other purposes, whether or not this Bond shall be overdue, and neither the Issuer nor the Bond Registrar shall be affected by notice to the contrary. Authentication This Bond shall not be valid or become obligatory for any purpose or be entitled to any security unless the Ceruficate of Authentication hereon shall have been executed by the Bond Registrar. nuahfled Tax Exempt Obligation This Bond has been designated by the Issuer as a "qualified tax exempt obligation" for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things required by the Constitution and laws of the State of Minnesota to be done, to happen and to be performed, precedent to and in the issuance of this Bond, have been done, have happened and have been performed, in regular and due form, time and manner as required by law, and that this Bond, together with all other debts of the Issuer outstanding on the date of original issue hereof and the date of its issuance and delivery to the original purchaser, does not exceed any constitutional, or statutory limitation of indebtedness. 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 signatures of its Mayor and its Clerk, the corporate seal of the Issuer having been intentionally omitted as permitted by law. 18997710 Date of Registration Registrable by: 2006 U.S. Bank National Associauon St Paul, Minnesota Bond Registrar By Authorized Signature }899771v1 Payable at: U.S Bank National Association St Paul, Minnesota U.S. Bank National Association St Paul, Minnesota BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION CITY OF ROSEMOUNT, This Bond is one of the DAKOTA COUNTY, MINNESOTA Bonds described in the Resolution mentioned Within. /s/ Facsimile Mayor /s/ Facsimile Clerk ABBREVIATIONS The following abbreviations, when used m the inscription on the face of this Bond, shall be construed as though they were written out m full according to applicable laws or regulations. TEN COM as tenants in common TEN ENT as tenants by the entireties JT TEN as lomt tenants with right of survivorship and not as tenants m common UTMA as custodian for (Cust) (Minor) under the Uniform (State) Transfers to Minors Act 1899771v1 Additional abbreviations may also be used though not in the above list. For value received, the undersigned hereby sells, assigns and transfers unto the within Bond and does hereby irrevocably constitute and appoint attorney to transfer the Bond on the books kept for the registration thereof, with full power of substitution m the prermses. Dated: Notice: Signature Guaranteed: Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm having a membership m one of the major stock exchanges or any other "Eligible Guarantor Institution" as defined in 17 CFR 240.17 Ad- 15(a)(2) The Bond Registrar will not effect transfer of this Bond unless the information concerning the transferee requested below is provided. Name and Address. 1899771v1 ASSIGNMENT The assignor's signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or any change whatever. (Include information for all joint owners if the Bond is held by jomt account.) 1899771v1 [Use only for Bonds when they are Registered in Book Entry Only System] PREPAYMENT SCHEDULE This Bond has been prepaid in part on the date(s) and in the amount(s) as follows: Authorized Signature Date Amount of Holder 8. Execuuorr Temporary Bonds. The Bonds shall be printed (or, at the request of the Purchaser, typewritten) executed on behalf of the City by the signatures of its Mayor and Clerk and be sealed with the seal of the City; provided, however, that the seal of the City may be a printed (or, at the request of the Purchaser, photocopied) facsimile; and provided further that both of such signatures may be printed (or, at the request of the Purchaser, photocopied) facsimiles and the corporate seal may be omitted on the Bonds as permitted by law In the event of disability or resignation or other absence of either such officer, the Bonds may be signed by the manual or facsunile signature of that officer who may act on behalf of such absent or disabled officer In case either such officer whose signature or facsimile of whose signature shall appear on the Bonds shall cease to be such officer before the dehvery of the Bonds, such signature or facsimile shall nevertheless be vand and sufficient for all purposes, the same as if he or she had remained in office until delivery. The City may elect to deliver, in heu of printed defrmuve bonds, one or more typewritten temporary bonds m substantially the form set forth above, with such changes as may be necessary to reflect more than one maturity in a single temporary bond Such temporary bonds may be executed with photocopied facsimile signatures of the Mayor and Clerk. Such temporary bonds shall, upon the printing of the definitive bonds and the execution thereof, be exchanged therefor and cancelled. 9. Authentication. No Bond shall be vand or obligatory for any purpose or be entitled to any security or benefit under this resolution unless a Certificate of Authentication on such Bond, substantially m the form heremabove set forth, shall have been duly executed by an authorized representative of the Bond Registrar. Certificates of Authentication on different Bonds need not be signed by the same person The Bond Registrar shall authenticate the signatures of officers of the City on each Bond by execution of the Certificate of Authenucauon on the Bond and by inserting as the date of registration in the space provided the date on which the Bond is authenticated, except that for purposes of delivering the ongmal Bonds to the Purchaser, the Bond Registrar shall insert as a date of registration the date of original issue, which date is June 1, 2006. The Certificate of Authenucauon so executed on each Bond shall be conclusive evidence that it has been authenucated and delivered under this resolution 10. Registration, Transfer; Exchange The City will cause to be kept at the principal office of the Bond Registrar a bond register in which, subject to such reasonable regulations as the Bond Registrar may prescribe, the Bond Registrar shall provide for the registration of Bonds and the registration of transfers of Bonds entitled to be registered or transferred as herein provided. Upon surrender for transfer of any Bond at the principal office of the Bond Registrar, the City shall execute (if necessary), and the Bond Registrar shall authenticate, insert the date of registration (as provided in paragraph 9 with respect to authentication) of, and deliver, in the name of the designated transferee or transferees, one or more new Bonds of any Authorized Denomination or Denominations of a hke aggregate principal amount, having the same stated maturity and interest rate, as requested by the transferor, provided, however, that no Bond may be registered m blank or in the name of "bearer" or similar designation At the option of the Holder, Bonds may be exchanged for Bonds of any Authonzed Denomination or Denonunations of a like aggregate principal amount and stated maturity, upon surrender of the Bonds to be exchanged at the pnncrpal office of the Bond Registrar. Whenever any Bonds are so surrendered for exchange, the City shall execute (if necessary), and the Bond Registrar shall authenticate, insert the date of registration of, and deliver the Bonds which the Holder making the exchange is entitled to receive All Bonds surrendered upon any exchange or transfer provided for in this resolution shall be promptly cancelled by the Bond Registrar and thereafter disposed of as directed by the City. 1899771v1 All Bonds delivered in exchange for or upon transfer of Bonds shall be valid general obhgauons of the City evidencing the same debt, and entitled to the same benefits under this resolution, as the Bonds surrendered for such exchange or transfer. Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, in form satisfactory to the Bond Registrar, duly executed by the Holder thereof or his, her or its attorney duly authorized in writing. The Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange of any Bond and any legal or unusual costs regarding transfers and lost Bonds. Transfers shall also be subject to reasonable regulations of the City contained in any agreement with the Bond Registrar, including regulations which permit the Bond Registrar to close its transfer books between record dates and payment dates. The Administrator is hereby authorized to negotiate and execute the terms of said agreement 11. Rights Upon Transfer or Exchange. Each Bond delivered upon transfer of or m exchange for or m heu of any other Bond shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond. 12. Interest Payment; Record Date. Interest on any Bond shall be paid on each Interest Payment Date by check or draft mailed to the person m whose name the Bond is registered (the "Holder on the registration books of the City maintained by the Bond Registrar and at the address appearing thereon at the close of business on the fifteenth (15th) day of the calendar month next preceding such Interest Payment Date (the "Regular Record Date Any such interest not so umely paid shall cease to be payable to the person who is the Holder thereof as of the Regular Record Date, and shall be payable to the person who is the Holder thereof at the close of business on a date (the "Special Record Date fated by the Bond Registrar whenever money becomes available for payment of the defaulted interest. Nouce of the Special Record Date shall be given by the Bond Registrar to the Holders not less than ten (10) days prior to the Special Record Date. 13 Treatment of Registered Owner. The City and Bond Registrar may treat the person in whose name any Bond is registered as the owner of such Bond for the purpose of receiving payment of principal of and premium, if any, and interest (subject to the payment provisions in paragraph 12 above with respect to interest payment and record date) on, such Bond and for all other purposes whatsoever whether or not such Bond shall be overdue, and neither the City nor the Bond Registrar shall be affected by notice to the contrary. 14. Delivery; Apphcation of Proceeds The Bonds when so prepared and executed shall be dehvered by the Finance Director to the Purchaser upon receipt of the purchase pace, and the Purchaser shall not be obhged to see to the proper application thereof. 15. Fund and Accounts. There is hereby created a special fund to be designated the "General Obligation Improvement Bonds, Series 2006B Fund" (the "Fund to be administered and maintained by the Finance Director as a bookkeeping account separate and apart from all other funds mamtamed in the official financial records of the City. The Fund shall be maintained m the manner herein specified until all of the Bonds and the interest thereon have been fully paid There shall be maintained in the Fund two (2) separate accounts, to be designated the "Construction Account" and "Debt Service Account respectively. (i) Construction Account. To the Construction Account there shall be credited the proceeds of the sale of the Bonds, less accrued interest received thereon, less any amount paid for the Bonds in 1899771v1 excess of $4,369,760, and less capttahzed interest in the amount of $113,791.67 (together with interest earnings thereon and subject to such other adjustments as are appropriate to provide sufficient funds to pay interest due on the Bonds on or before February 1, 2007), plus any special assessments levied with respect to the Improvements and collected prior to completion of the Improvements and payment of the costs thereof. From the Construction Account there shall be paid all costs and expenses of making the Improvements hsted m paragraph 16, including the cost of any construction contracts heretofore let and all other costs incurred and to be incurred of the kind authonzed m Minnesota Statutes, Section 475.65, and the moneys in said account shall be used for no other purpose except as otherwise provided by law, provided that the proceeds of the Bonds may also be used to the extent necessary to pay interest on the Bonds due pnor to the anucipated date of commencement of the collecuon of taxes or special assessments herein or hereafter levied or covenanted to be levied, and provided further that if upon completion of the Improvements there shall remain any unexpended balance m the Construcuon Account, the balance (other than any special assessments) may be transferred by the Council to the fund of any other improvement instituted pursuant to Minnesota Statutes, Chapter 429, and provided further that any special assessments credited to the Construction Account shall only be apphed towards payment of the costs of the Improvements upon adoption of a resolution by the City Council determining that the application of the special assessments for such purpose will not cause the City to no longer be in compliance with Minnesota Statutes, Section 475.61, Subdivision 1. (u) 1899771v1 Debt Service Account. There are hereby irrevocably appropriated and pledged to, and there shall be credited to, the Debt Service Account: (a) all collections of special assessments herein covenanted to be levied with respect to the Improvements and either initially credited to the Construction Account and not already spent as permitted above and required to pay any principal and interest due on the Bonds or collected subsequent to the completion of the Improvements and payment of the costs thereof, (b) all accrued interest received upon delivery of the Bonds, (c) all funds paid for the Bonds in excess of $4,369,760, (d) capitahzed interest in the amount of $113,791 67 (together with interest earnings thereon and subject to such other adjustments as are appropriate to provide sufficient funds to pay interest due on the Bonds on or before February 1, 2007); (e) any collecuons of taxes herein or hereafter levied for the payment of the Bonds and interest thereon, (0 all funds remaining in the Construction Account after completion of the Improvements and payment of the costs thereof, not so transferred to the account of another improvement, (g) all investment earnings on funds held in the Debt Service Account; and (h) any and all other moneys, which are properly available and are appropnated by the governing body of the City to the Debt Service Account. The Debt Service Account shall be used solely to pay the principal and interest and any premiums for redemption of the Bonds and any other general obhgauon bonds of the City hereafter issued by the City and made payable from said account as provided by law. No portion of the proceeds of the Bonds shall be used directly or indirectly to acquire higher yielding investments or to replace funds which were used directly or indirectly to acquire higher yielding investments, except (1) for a reasonable temporary period until such proceeds are needed for the purpose for which the Bonds were issued and (2) m addition to the above in an amount not greater than the lesser of five percent (5 of the proceeds of the Bonds or $100,000. To this effect, any proceeds of the Bonds and any sums from time to time held m the Construction Account or the Debt Service Account (or any other City account which will be used to pay principal or interest to become due on the Bonds payable therefrom), in excess of amounts which under then apphcable federal arbitrage regulations may be invested without regard to yield shall not be invested at a yield in excess of the applicable yield restrictions imposed by said arbitrage regulations on such investments after taking into account any apphcable 'temporary- periods" or "minor portion" made available under the federal arbitrage regulations Money in the Fund shall not be invested m obhgauons or deposits issued by, guaranteed by or insured by the United States or any agency or mstrumentahty thereof if and to the extent that such investment would cause the Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the Internal Revenue Code of 1986, as amended (the "Code 16. Assessments It is hereby deternned that no less than twenty percent (20 of the cost to the City of each Improvement financed hereunder within the meaning of Minnesota Statutes, Section 475 58, Subdivision 1(3), shall be paid by special assessments to be levied against every assessable lot, piece and parcel of land benefitted by any of the Improvements The City hereby covenants and agrees that it will let all construction contracts not heretofore let within one (1) year after ordering each Improvement financed hereunder unless the resolution ordering the Improvement specifies a different time limn for the letting of construction contracts. The City hereby further covenants and agrees that it will do and perform as soon as they may be done all acts and things necessary for the final and vand levy of such special assessments, and in the event that any such assessment be at any time held mvand with respect to any lot, piece or parcel of land due to any error, defect, or irregularity m any action or proceedings taken or to be taken by the City or the City Council or any of the City officers or employees, either in the making of the assessments or m the performance of any condition precedent thereto, the City and the City Council will forthwith do all further acts and take all further proceedings as may be required by law to make the assessments a vand and binding hen upon such property. The special assessments have heretofore been authorized Subject to such adjustments as are required by conditions m existence at the time the assessments are levied, it is hereby determined that the assessments shall be payable with general taxes for the years shown below in equal, consecutive, annual installments of principal, and with interest on the dechrung balance of all such assessments at a rate per annum not greater than the maximum permitted by law and not less than per annum: Improvement Collection Designation Amount Levy Years Years Old County Road 38 At the time the assessments are in fact levied the City Council shall, based on the then current estimated collections of the assessments, make any adjustments in any ad valorem taxes required to be levied m order to assure that the City continues to be m comphance with Minnesota Statutes, Section 475.61, Subdivision 1. 17. Tax Levy; Coverage Test. To provide moneys for payment of the principal and interest on the Bonds there has heretofore and there is hereby levied upon all of the taxable property m the City a direct annual ad valorem tax which shall be spread upon the tax rolls and collected with and as part of other general property taxes m the City for the years and m the amounts as follows. 18997710 Year of Tax Year of Tax Levy Collection 2006 2007 2007 2008 2008 2009 2009 2010 2010 2011 2011 2012 2012 2013 2013 2014 2014 2015 2015 2016 $2,265,557 2006 -2015 2007 -2016 Amount The tax levies are such that if collected in full they, together with other revenues herein pledged for the payment of the Bonds, will produce at least five percent (5%) in excess of the amount needed to meet when due the principal and interest payments on the Bonds The tax levies shall be irreparable so long as any of the Bonds are outstanding and unpaid, provided that the City reserves the right and power to reduce the levies in the manner and to the extent permitted by Minnesota Statutes, Section 475.61, Subdivision 3 18. General Obhgation Pledge. For the prompt and full payment of the principal and interest on the Bonds, as the same respectively become due, the full faith, credit and taxing powers of the City shall be and are hereby irrevocably pledged. If the balance in the Debt Service Account is ever insufficient to pay all principal and interest then due on the Bonds and any other bonds payable therefrom, the deficiency shall be promptly paid out of any other funds of the City which are available for such purpose, and such other funds may be reimbursed with or without interest from the Debt Service Account when a sufficient balance is available therein. 19. Certificate of Registration and Tax Levy. The Clerk is hereby directed to file a certified copy of this resolution with the County Auditor /Treasurer of Dakota County, Minnesota, together with such other information as he or she shall require, and to obtain the County Auditor's certificate that the Bonds have been entered in the County Auditor/Treasurer's Bond Register and the tax levy required by law has been made 20 Records and Certificates. The officers of the City are hereby authorized and directed to prepare and furnish to the Purchaser, and to the attorneys approving the legality of the issuance of the Bonds, certified copies of all proceedings and records of the City relating to the Bonds and to the financial condition and affairs of the City, and such other affidavits, certificates and information as are required to show the facts relating to the legahty and marketability of the Bonds as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies, certificates and affidavits, including any heretofore furnished, shall be deemed representations of the City as to the facts recited therein. 21. Negative Covenant as to Use of Proceeds and Improvements The City hereby covenants not to use the proceeds of the Bonds or to use the Improvements, or to cause or permit them to be used, or to enter into any deferred payment arrangements for the cost of the Improvements, in such a manner as to cause the Bonds to be "pnvate activity bonds" within the meaning of Sections 103 and 141 through 150 of the Code. 22. Tax Exempt Status of the Bonds; Rebate. The City shall comply with requirements necessary under the Code to estabhsh and maintain the exclusion from gross income under Section 103 of the Code of the interest on the Bonds, including without Imitation (1) requirements relating to temporary periods for investments, (2) limitations on amounts invested at a yield greater than the yield on the Bonds, and (3) the rebate of excess investment earnings to the United States. The Issuer expects to satisfy the six month expenditure exempuon for gross proceeds of the Bonds as provided m Section 1.148 7(d)(1) of the Regulations. 23. Designation of Ouahfied Tax Exempt Obhgauons. In order to qualify the Bonds as "qualified tax- exempt obhgauons" within the meaning of Section 265(6)(3) of the Code, the City hereby makes the following factual statements and representations: (a) the Bonds are issued after August 7, 1986; (b) the Bonds are not "private activity bonds" as defined in Secuon 141 of the Code; 1899771v1 (c) the City hereby designates the Bonds as "quahfied tax- exempt obhgauons" for purposes of Section 265(b)(3) of the Code; (d) the reasonably anticipated amount of tax- exempt obligations (other than prwate activity bonds, treating qualified 501(c)(3) bonds as not being private activity bonds) which will be issued by the City (and all entities treated as one issuer with the City, and all subordinate entities whose obligations are treated as issued by the City) during this calendar year 2006 will not exceed $10,000,000, and (e) not more than $10,000,000 of obhgations issued by the City during this calendar year 2006 have been designated for purposes of Section 265(b)(3) of the Code. The City shall use its best efforts to comply with any federal procedural requirements which may apply in order to effectuate the designation made by this paragraph 24. Defeasance When all Bonds have been discharged as provided in this paragraph, all pledges, covenants and other rights granted by this resolution to the registered holders of the Bonds shall, to the extent permitted by law, cease. The City may discharge its obligations with respect to any Bonds which are due on any date by irrevocably depositing with the Bond Registrar on or before that date a sum sufficient for the payment thereof in full; or if any Bond should not be paid when due, it may nevertheless be discharged by depositing with the Bond Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such deposit. The City may also discharge its obhgauons with respect to any prepayable Bonds called for redemption on any date when they are prepayable according to their terms, by depositing with the Bond Registrar on or before that date a sum sufficient for the payment thereof in full, provided that notice of redemption thereof has been duly given. The City may also at any tune discharge its obligations with respect to any Bonds, subject to the provisions of law now or hereafter authorizing and regulating such action, by depositing irrevocably in escrow, with a suitable banking institution quahfied by law as an escrow agent for this purpose, cash or securities descnbed in Minnesota Statutes, Section 475.67, Subdivision 8, bearing interest payable at such tunes and at such rates and maturing on such dates as shall be required, subject to sale and /or reinvestment, to pay all amounts to become due thereon to maturity or, if nonce of redemption as herein required has been duly provided for, to such earher redemption date. 25. Compliance with Reimbursement Bond Regulations. The provisions of this paragraph are intended to establish and provide for the City's compliance with United States Treasury Regulations Section 1 150 -2 (the "Reimbursement Regulations applicable to the "reimbursement proceeds" of the Bonds, being those portions thereof which will be used by the City to reimburse itself for any expenditure which the City paid or will have paid pnor to the Closing Date (a "Reimbursement Expenditure The City hereby certifies and /or covenants as follows: (a) Not later than 60 days after the date of payment of a Reimbursement Expenditure, the City (or person designated to do so on behalf of the City) has made or will have made a written declaration of the City's official intent (a "Declaration which effecuvely (i) states the City's reasonable expectation to reimburse itself for the payment of the Reimbursement Expenditure out of the proceeds of a subsequent borrowing; (u) gives a general and functional description of the property, project or program to which the Declaration relates and for which the Reimbursement Expenditure is paid, or identifies a specific fund or account of the City and the general functional purpose thereof from which the Reimbursement Expenditure was to be paid (collectively the "Project and (in) states the maximum principal amount of debt expected to be issued by the City for the purpose of financing the Project; provided, however, that no such Declaration shall 1899771v1 necessarily have been made with respect to: (i) "preliminary expenditures" for the Project, defined in the Reimbursement Regulations to include engineering or architectural, surveying and soil testing expenses and similar prefatory costs, which in the aggregate do not exceed 20% of the "issue price" of the Bonds, and (u) a de trntnmss amount of Reimbursement Expenditures not m excess of the lesser of $100,000 or 5% of the proceeds of the Bonds. (b) Each Reimbursement Expenditure is a capital expenditure or a cost of issuance of the Bonds or any of the other types of expenditures described in Section 1.150- 2(d)(3) of the Reimbursement Regulations. (c) The "reimbursement allocation" described in the Reimbursement Regulations for each Reimbursement Expenditure shall and will be made forthwith following (but not prior to) the issuance of the Bonds and m all events within the period ending on the date which is the later of 18 months after payment of the Reimbursement Expenditure 01 three years after the date on which the Project to which the Reimbursement Expenditure relates is first placed in service. (d) Each such reimbursement allocation will be made in a wntmg that evidences the City's use of Bond proceeds to reimburse the Reimbursement Expenditure and, if made within 30 days after the Bonds are issued, shall be treated as made on the day the Bonds are issued. Provided, however, that the City may take action contrary to any of the foregoing covenants in this paragraph 25 upon receipt of an opinion of its Bond Counsel for the Bonds stating in effect that such action will not impair the tax- exempt status of the Bonds. 26. Contmumg Disclosure. (a) The City is the sole obligated person with respect to the Bonds. The City hereby agrees, in accordance with the provisions of Rule 15c2 -12 (the "Rule promulgated by the Securities and Exchange Commission (the "Commission pursuant to the Securities Exchange Act of 1934, as amended, and a Conti Disclosure Undertaking (the "Undertaking hereinafter described to: (1) provide or cause to be provided to each nationally recognized municipal securities information repository "NRMSIR and to the appropnate state information depository ("SID if any, for the State of Minnesota, m each case as designated by the Commission m accordance with the Rule, certain annual financial information and operating data in accordance with the Undertaking. The City reserves the nght to modify from time to time the terms of the Undertaking as provided therein. (2) Provide or cause to be provided, in a timely manner, to (i) each NRMSIR or to the Municipal Securities Rulemakmg Board "MSRB and (u) the SID, notice of the occurrence of certain material events with respect to the Bonds in accordance with the Undertaking. (3) Provide or cause to be provided, m a tunely manner, to (i) each NRMSIR or to the MSRB and (ii) the SID, notice of a failure by the Issuer to provide the annual financial information with respect to the Issuer described in the Undertaking. (4) The City agrees that its covenants pursuant to the Rule set forth in this paragraph and in the Undertaking is intended to be for the benefit of the holders of the Bonds and shall be enforceable on behalf of such holders, provided that the right to enforce the provisions of these covenants shall be limited to a right to obtain specific enforcement of the City's obligations under the covenants, (b) The Mayor and Clerk of the City, or any other officer of the City authorized to act in their place, (the "Officers are hereby authorized and directed to execute on behalf of the City the 1899771x1 Undertaking m substantially the form presented to the City Council, subject to such modifications thereof or additions thereto as are (i) consistent with the requirements under the Rule, (u) required by the purchaser of the Bonds and (m) acceptable to the Officers. 27. Severabihty. If any section, paragraph or provision of this resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceabihty of such section, paragraph or provision shall not affect any of the remaining provisions of this resolution 28. Headings. Headings in this resolution are included for convenience of reference only and are not a part hereof, and shall not hnut or define the meaning of any provision hereof. 1899771v1 ADOPTED this 16th day of May, 2006. ATTEST: Amy Domeier, City Clerk Motion by: Seconded by: Voted m favor: Voted Against: 1899771v1 Wi lham H Droste, Mayot CERTIFICATE STATE OF MINNESOTA COUNTY OF DAKOTA ss CITY OF ROSEMOUNT I, Amy Domeier, duly appointed, acting and qualified City Clerk of the City of Rosemount do hereby certify that I have examined the City of Rosemount records and the Minute Book of said City for the meeting of the 16th of May, 2006 and that the attached copy of the RESOLUTION ACCEPTING OFFER ON THE SALE OF $4,405,000 GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 2006B, PROVIDING FOR THEIR ISSUANCE AND LEVYING A TAX FOR THE PAYMENT THEREOF 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 City this day of 2006. 1899771v1 Amy Domeier, City Clerk City of Rosemount Dakota County, Minnesota NEW ISSUES OFFICIAL STATEMENT DATED MAY 2, 2006 Ratings: Requested from Moody's Investors Service In the opinion of Bnggs and Morgan, Professional Association, Bond Counsel, ased on present federal and Minnesota laws, regulations, rulings and decisions, at the time of their issuance ano delivery to the onprral prchaser, interest on the Obi/cations is excluded from gross income for purposes of United States income tax and is excluded, to the same extent, in computing both gross income and taxable net income for purposes cf Stale of Minnesota income tax !other than Minnesota trancrose taxes measured by income and imposed on corporations and financial institutions), and is not an ,ten of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations or the Minnesota alternative minimum tax appicable to ind, vduals, estates or trusts, provided, however, that for the purpose of computing the federal alternative minimum tax imposed on corporations, interest or the Obligations is taken into account in oetemmnina adjusted current carmngs No opinion with be expressed by Bond Counsel regarding other federal or state tax consequences caused by the receipt or accrual of interest on tne Obligations or ansing with respect to ownership of tne Obligations See 'Tax Exemption" and "Other Federal and Sate Tax Consrderabons "herein $370,000 General Obligation Equipment Certificates of Indebtedness, Series 2006A (the "Certificates City of Rosemount, Minnesota (collectively referred to as the "Obligations" or the "Issues (Book Entry Only) $4,405,000 General Obligation Improvement Bonds, Series 2006A (the "Bonds Dated Date: June 1, 2006 Interest Due: Each February 1 and August 1 commencing February 1, 2007 The Certificates will mature February 1 as follows 2008 $70,000 2009 $70,000 2010 $75,000 2011 $75,000 2012 $80,000 The Bonds will mature February 1 as follows: 2008 $4407000 2010 $425;000 2u12 $4357000 2014 $445000 20 1b $455,000 2009 $425,000 2011 $430,000 2013 $440,000 2015 $450,000 2017 $460,000 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 and must conform to the maturity schedule set forth above at a price of par plus accrued interest to the date of redemption. The City may elect on February 1. 2015, and on any day thereafter, to prepay the Bonds due on or after February 1, 2016. All prepayments shall be at a price of par plus accrued interest. The Certificates will not be subject to redemption in advance of their respective stated maturity dates Common to Both Issues The Obligations 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 Additional sources of security for the Obligations are discussed herein A separate proposal must be submitted for each Issue, along with a certified or cashier's check or a Financial Surety Bond, for not less than the amounts shown below Proposals shall specify rates in integral multiples of 5/100 or 1/8 of 1% Rates must be in level or ascending oraer Award will be made on the basis of True interest Cost (TIC) Minimum Bid Good Faith Deposit The Certificates 364,080 3,700 The Bonds 4,369,760 44,050 The City will designate the Obligations as "qualified tax exempt obligations" pursuant to Section 265(b)(3) of the Internal Revenue Code of 1986, as amended The Obligations will not be subject to the alternative minimum tax for individuals. The Obligations will be issued as fully registered Obligations 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 Obligations. 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 Obligations purchased. (See "Book Entry System" herein.) U S Bank National Association, Saint Paul, Minnesota will serve as registrar (the "Registrar) for the Ooligations. The Obligations will be available for delivery at DTC on or about June 15, 2006. Springsted PROPOSALS RECEIVED: May 16, 2006 (Tuesday) until 12:00 Noon, Central Time AWARD: May 16, 2006 (Tuesday) at 7.30 P.M., Central Time Further informabon may be obtained from SPRINGSTED Incorporated, Financial Advisor to the Issuer, 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 (u) 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 a re q in th e nt i ret y 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 on the Addendum to the 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 on the Addendum to the Official Statement. No assurance can be given that the CUSIP numbers for the Obligations will 1eindn11!iwsame after the date of issuance and of tile- Obtrgatiuiis. TABLE OF CONTENTS Pages? Terms of Proposal: $370,000 General Obligation Equipment Certificates of Indebtedness, Series 2006A i -iv $4,405,000 General Obligation Improvement Bonds, Series 2006B v -viii Introductory Statement 1 Continuing Disclosure 1 The Obligations 2 The Certificates 4 The Bonds 5 Future Financing 6 Litigation 6 Legality 6 Tax Exemption 6 Other Federal and State Tax Considerations 7 Bank Qualified Tax Exempt Obligations 8 Ratings 8 Financial Advisor 8 Certification. g City Property Values 10 City Indebtedness 11 City Tax Rates, Levies and Collections 16 Funds on Hand 17 City Investments 17 General Information Concerning the City 18 Governmental Organization and Services 22 Proposed Forms of Legal Opinions Appendix I Continuing Disclosure Undertaking Appendix 11 Summary of Tax Levies, Payment Provisions, and Minnesota Real Property Valuation Appendix 111 Excerpt of 2004 Annual Financial Statements Appendix IV Proposal Forms Inserted THE CITY HAS AUTHORIZED SPRINGSTED INCORPORATED TO NEGOTIATE THIS ISSUE ON ITS BEHALF. PROPOSALS WILL BE RECEIVED ON THE FOLLOWING BASIS: TERMS OF PROPOSAL $370,000 CITY OF ROSEMOUNT, MINNESOTA GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS, SERIES 2006A (BOOK ENTRY ONLY) Proposals for the Certificates will be received on Tuesday, May 16, 2006, until 12:00 Noon, Central Time, at the offices of Springsted Incorporated, 380 Jackson Street, Suite 300, Saint Paul, Minnesota, after which time they will be opened and tabulated. Consideration for award of the Certificates will be by the City Council at 7 30 P.M Central Time, of the same day OR 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 Certificates 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. (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 &d 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 Certificates, 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 PARITY 1359 Broadway, 2 Floor, New York, New York 10018 Customer Support. (212) 849 -5000 The Certificates will be dated June 1, 2006, as the date of original issue, and will bear interest payable on February 1 and August 1 of each year, commencing February 1, 2007 Interest will be computed on the basis of a 360 -day year of twelve 30 -day months. The Certificates will mature February 1 in the years and amounts as follows: 2008 $70,000 2009 $70,000 DETAILS OF THE CERTIFICATES 2010 $75.000 2012 $80.000 2011 $75,000 BOOK ENTRY SYSTEM The Certificates will be issued by means of a book entry system with no physical distribution of Certificates made to the public The Certificates will be issued in fully registered form and one Certificate, representing the aggregate principal amount of the Certificates 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 Certificates. Individual purchases of the Certificates 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 Certificates. 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 Certificates, will be required to deposit the Certificates 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 Certificates will not be subject to payment in advance of their respective stated matunty dates. SECURITY AND PURPOSE The Certificates 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. The proceeds will be used to finance the acquisition of various capital equipment for City purposes. TYPE OF PROPOSALS Proposals shall be for not less than $364,080 and accrued interest on the total principal amount of the Certificates Proposals shall be accompanied by a Good Faith Deposit "Deposit in the form of a certified or cashier's check or a Financial Surety Bond in the amount of $3,700, payable to the order of the City If a check is used, it must accompany the proposal If a Financial Surety Bond is used, rt must be from an insurance company licensed to issue such a bond in the State of Minnesota, and preapproved by the City Such bond must be submitted to Spnngsted 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 C-et#tfie -aces are-awarded-to-an underwnterwsfng a Financial Surety then that purchaser is required to submit its Deposit to Spnngsted Incorporated in the form of a certified or cashier's check or wire transfer as instructed by Spnngsted Incorporated not later than 3 30 P.M Central 4 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 The Deposit received from the purchaser, the amount of which will be deducted at settlement and no interest will accrue to the purchaser, will be deposited by the City. In the event the purchaser fails to comply with the accepted proposal, said amount will be retained by the City. 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 Certificates is adjourned, recessed, or continued to another date without award of the Certificates having been made. Rates shall be in integral multiples of 5/100 or 1/8 of 1 Rates must be in level or ascending order. Certificates of the same maturity shall bear a single rate from the date of the Certificates to the date of maturity. No conditional proposals will be accepted. AWARD The Certificates 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 Certificates, (11) 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 Certificates qualify for assignment of CUSIP numbers such numbers will be printed on the Certificates, but neither the failure to print such numbers on any Certificate nor any error with respect thereto will constitute cause for failure or refusal by the purchaser to accept delivery of the Certificates 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 Certificates 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 Briggs and Morgan, Professional Association, of Saint Paul and Minneapolis, Minnesota, and of customary closing papers, including a no- litigation certificate. On the date of settlement, payment for the Certificates shall be made in federal, or equivalent, funds that shall be received at the offices of the City or its designee not later than 1200 Noon, Central Time. Unless compliance with the terms of payment for the Certificates 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 Certificates, 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 Certificates, together with any other information required by law, shall constitute a "Final Official Statement" of the City with respect to the Certificates, as that term is defined in Rule 15c2 -12. By awarding the Certificates to any 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 Certificates are awarded 25 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 Certificates 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 Certificates 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 Certificates for purposes of assuring the receipt by each such Participating Underwriter of the Final Official Statement. Dated April 18, 2006 BY ORDER OF THE CITY COUNCIL /s/ James D. Verbrugge Deputy City Clerk 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 $4,405,000 CITY OF ROSEMOUNT, MINNESOTA GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 2006B (BOOK ENTRY ONLY) Proposals for the Bonds will be received on Tuesday, May 16, 2006, until 12:00 Noon, Central Time, at the offices of Spnngsted Incorporated, 380 Jackson Street, Suite 300, Saint Paul, Minnesota, after which time they will be opened and tabulated Consideration for award of the Bonds Mill be by the City Council at 7 30 P.M Central Time, of the same day. 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 Spnngsted. 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 SUBMISSION OF PROPOSALS (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 sole 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: PARITY 1359 Broadway, 2 Floor, New York, New York 10018 Customer Support: (212) 849 -5000 -v DETAILS OF THE BONDS The Bonds will be dated June 1, 2006, as the date of original issue, and will bear interest payable on February 1 and August 1 of each year, commencing February 1, 2007. 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: 2008 $440,000 2009 $425,000 2010 $425,000 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 and must conform to the maturity schedule set forth above at a price of par plus accrued interest to the date of redemption. In order to designate term bonds, the proposal must specify "Years of Term Maturities" in the spaces provided on the Proposal Form. 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 secunties 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 2011 $430,000 2012 $435,000 2013 $440,000 BOOK ENTRY SYSTEM 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 City may elect on February 1, 2015, and on any day thereafter, to prepay Bonds due on or after February 1. 2016. Redemption may be in whole or in part and if in part at the option of the City and in such manner as the City shall determine. If less than all Bonds of a maturity are called for redemption, the City will notify DTC of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. All prepayments shall be at a price of par plus accrued interest SECURITY AND PURPOSE vi 2014 $445,000 2016 $455,000 2015 $450,000 2017 $460,000 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 aozcssments— against benefited properties. The -proceeds used to finance improvement projects within the City TYPE OF PROPOSALS Proposals shall be for not less than $4,369,760 and accrued interest on the total principal amount of the Bonds. Proposals shall be accompanied by a Good Faith Deposit "Deposit in the form of a certified or cashier's check or a Financial Surety Bond in the amount of $44 050, payable to the order of the City. If a check is used, it must accompany the proposal. if a Financial Surety Bond is used, it must be from an insurance company licensed to issue such a bond in the State of Minnesota, and preapproved 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 purchaser is required to submit its Deposit to Springsted Incorporated in the form of a certified or cashier's check or wire transfer as instructed by Springsted Incorporated not later than 3 30 P 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. The Deposit received from the purchaser, the amount of which will be deducted at settlement and no interest will accrue to the purchaser, will be deposited by the City. In the event the purchaser fails to comply with the accepted proposal, said amount will be retained by the City. 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 must be in level or ascending order. 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. 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 (ill) reject any proposal that the City determines to have failed to comply with the terms herein BOND INSURANCE AT PURCHASER'S OPTION If the Bonds qualify for issuance of any policy of municipal bond insurance or commitment therefor at the option of the underwriter, the purchase of any such insurance policy or the issuance of any such commitment shall be at the sole option and expense of the purchaser of the Bonds Any increased costs of issuance of the Bonds resulting from such purchase of insurance shall be paid by the purchaser, except that, if the City has requested and received a rating on the Bonds from a rating agency, the City will pay that rating fee. Any other rating agency fees shall be the responsibility of the purchaser Failure of the municipal bond insurer to issue the policy after Bonds have been awarded to the purchaser shall not constitute cause for failure or refusal by the purchaser to accept delivery on the Bonds. CUSIP NUMBERS If the Bonds qualify for assignment of CUSIP numbers such numbers will be printed on the Bonds,but neither th allure to print s 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 -vii Bonds. The CUSP Service Bureau charge for the assignment of CUSIP identification numbers shall be pad 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 Briggs and Morgan Professional Association, of Saint Paul and 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 matunty dates, pnncipal 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 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 175 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 as 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 April 18, 2006 BY ORDER OF THE CITY COUNCIL /s/ James D Verbrugge Deputy City Clerk -vui- OFFICIAL STATEMENT CITY OF ROSEMOUNT, MINNESOTA $370,000 GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS, SERIES 2006A $4,405,000 GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 2006B (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 $370,000 General Obligation Equipment Certificates of Indebtedness, Series 2006A (the "Certificates and $4,405,000 General Obligation improvement Bonds, Series 2006B (the "Bonds collectively referred to as the "Obligations" or the "Issues." The Obligations 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. The purpose and additional sources of security for the Issues are further described herein. Inquiries may be directed to Mr. Jeffrey May, Finance Director, City of Rosemount, 2875 145th Street 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. If information of a specific legal nature is desired, requests may be directed to Ms. Mary Dyrseth, Briggs and Morgan, Professional Association, Bond Counsel, 2200 First National Bank Building, St. Paul, Minnesota 55101, or by telephoning (651) 808 -6625. CONTINUING DISCLOSURE In order to assist the Underwriters in complying with SEC Rule 15c2 -12 (the "Rule"), pursuant to the Award Resolutions for the Obligations, the City has entered into undertakings (collectively the "Undertaking for the benefit of holders or beneficial owners of the Obligations to provide certain financial information and operating data relating to the City to certain information repositories annually, and to provide notices of the occurrence of certain events enumerated in the Rule to certain information repositories or the Municipal Securities Rulemaking Board and to any state information depository The specific nature of the Undertaking, as well as the information to be contained in the annual report or the notices of material events. is set forth in the Undertaking 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(s) of the Obligations and (in) acceptable to the Mayor and Clerk of the City The City has never faded to comply in all material respects with any previous undertakings under the Rule to provide annual repork nr notices Of material events 1- A failure by the City to comply with the Undertaking will not constitute an event of default on the Obligations (although holders or other beneficial owners of the Obligations will have the sole remedy of bringing an action for specific performance) Nevertheless, such a failure must be reported in accordance with the Rule and must be considered by any broker, dealer or municipal securities dealer before recommending the purchase cr sale of the Obligations in the secondary market Consequently, such a failure may adversely affect the transferability and liquidity of the Obligations and their market price. General Description THE OBLIGATIONS The Obligations are dated as of June 1, 2006 and issued in book entry form. Interest on the Obligations is payable February 1, 2007 and semiannually thereafter on August 1 and February 1 Interest will be payable to the holder (initially Cede Co.) registered on the books of the registrar (the "Registrar as of the fifteenth day of the calendar month next preceding such interest payment date. Principal of and interest on the Obligations will be paid as described in the section herein entitled "Book Entry System." Obligations 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 Obligations. The City will pay for registration services Optional Redemption The Certificates will not be subject to redemption in advance of their respective stated maturity dates The City may elect on February 1, 2015, and on any day thereafter, to prepay the Bonds due on or after February 1, 2016 Redemption may be in whole or in part and if in part at the option of the City, and in such manner as the City shall determine If less than all Bonds of a maturity are called for redemption, the City will notify DTC of the particular amount of such maturity to be prepaid DTC will determine by lot the amount of each participant's interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed All prepayments shall be at a price of par plus accrued interest. 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 each series of the Obligations, 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 uf the— Secunties Exchange Act uf 1934. DTC holds becunties Mut its participants "Dir Participants deposit with DTC. DTC also facilitates the post -sale settlement among Direct Participants of sales and other securities transactions in deposited securities through electronic -2- computenzed book -entry transfers and pledges between Direct Participants' accounts, thereby eliminating the need for physical movement of securities certificates Direct Participants "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 and Clearing Corporation "DTCC DTTC, in turn, is owned by a number of Direct Participants of DTC and members of the National Securities Clearing Corporation, Fixed Income Clearing Corporation, and Emerging Markets Clearing Corporation (NSCC, FICC, and EMCC, also subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National Association of Securities Dealers, Inc 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 Rules applicable to DTC and its Direct and Indirect Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www dtcc corn and www.dtc.orq. 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, but Beneficial Owners are 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 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 the Obligations may wish to take certain steps to augment transmission to them of notices of significant events with respect to the Obligations, such as redemptions, tenders, defaults, and proposed amendments to the security documents. 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, or 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 shall 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 Urrect in such mmaturity to be -3- Neither DTC nor Cede Co. (nor 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 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 Obligat*ons are credited on the record date (identified in a listing attached to the Omnibus Proxy) Principal and interest 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 Issuer or Agent on the payable date in accordance with thew 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 (nor its nominee), the Registrar, or the Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest to Cede Co (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Registrar, Issuer, or 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 redeemed, through its Direct Participant, to the nominee holding the Obligations. and shall effect delivery of such Obligations by causing the Direct Participant to transfer the Direct Participant's interest in the Obligations, on DTC's records, to the nominee holding the Obligations. The requirement for physical delivery of the Obligations in connection with a purchase or redemption will be deemed satisfied when the ownership rights in the Obligations are transferred by the Direct Participants on DTC's records and followed by a book -entry credit of purchased or redeemed Obligations to the nominee holding the Obligations. DTC may discontinue providing its services as securities depository with respect to the Obligations at any time by giving reasonable notice to the Registrar. Under such circumstances, in the event that a successor securities depository is not obtained, certificates are required to be pnnted and denvered. The Issuer may decide to discontinue use of the system of book -entry transfers through DTC (or a successor securities depository) In that event, certificates will be printed and delivered 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 THE CERTIFICATES Authority and Purpose The Certificates are being issued pursuant to Minnesota Statutes, Section 412.301 and Chapter 475 Minnesota Statutes Section 412 301 specifies that the City may issue certificates of indebtedness without exposure to a petition requirement calling for a referendum if the total amount of the issue does not exceed 1 /4 of 1% of the market value of the taxable property in the City. Based on the City's current market value, this represents an issue size of approximately $477 9 This issuance of $370,00U is within that limitation and is not subject to petition The proceeds will be used to finance the acquisition of various items of capital equipment for City departments. 4 e. The composition of the Certificates is as follows: Project Costs $340,642 Costs of Issuance 14,350 Capitalized Interest 9,088 Allowance for Discount Bidding 5,920 Total Certificates $370,000 Security and Financing The Certificates 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. The City will make its first levy for the Certificates in 2006 for collection in 2007. The February 1. 2007 interest payment will be made with capitalized interest included in the principal amount of the Certificates. Thereafter, each year's levy, if collected in full, will be sufficient to pay 105% of the interest due August 1 in the year of collection and the principal and interest due February 1 in the following year. THE BONDS Authority and Purpose The Bonds are being issued pursuant to Minnesota Statutes, Chapters 429 and 475. The proceeds will be used to finance various improvements within the City, including street and utility construction for the Old County Road 38 project The composition of the Bonds is as follows: Project Costs 9,700,665 Less Contribution from Other Sources (5,477,647) Net Project Costs 4,223,018 Capitalized Interest 113,792 Allowance for Discount Bidding 35,240 Costs of Issuance 32,950 Total Bonds 4,405,000 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 pledges special assessments against benefited properties. Special assessments in the principal amount of $2,265,557 are expected to be filed in November 2006 over a term of ten years, with even annual installments of principal, and interest charged on the unpaid balance at a rate of 1.5% over the interest rate on the Bonds. The City will make its first levy for the Bonds in 2006 for collection in 2007 Since the first interest payment comes due prior to collection of the assessments and taxes, capitalized interest in the approximate amount of $113,792 has been included in the principal amount of the Bonds to make that payment. Thereafter, each year's special assessments and tax levies, if collected in full, will be sufficient to pay 105% of the interest coming due August 1 in the year of collection and the principal and coming Cue the following February 1 To the extent available, the City expects to use net revenues of the water utility to reduce the levy requirements -5- FUTURE FINANCING The City does not anticipate any additional borrowing for at least the next 90 days. LITIGATION The City is not aware of any threatened or pending litigation affecting the validity of the Obligations or the ability to meet its financial obligations. LEGALITY The Obligations are subject to approval as to certain matters by Briggs and Morgan, Professional Association, of Saint Paul and 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. Legal opinions in substantially the form set out in Appendix I herein will be delivered at closing TAX EXEMPTION At closing Briggs and Morgan, Professional Association, 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 Obligation is excluded from gross income for purposes of United States income tax and is excluded to the 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 Obligations 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, provided that interest on the Obligations is subject to federal income taxation to the extent it 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 Obligations or arising with respect to ownership of the Obligations. Preservation of the exclusion of interest on the Obligations 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 Obligations 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 Obligations as tax- exempt under Section 103 tereof, inclurtm linutaton, requirements relating to temporary periods for investments and limitations on amounts invested at a yield greater than the yield on the Obligations -6- 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 acquired after August 7, 1986, including interest on the Obligations. 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 Obligations. 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 Obligations. Passive Investment Income of S Corporations Passive investment income, including interest on the Obligations, 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 Financial Institutions OTHER FEDERAL AND STATE TAX CONSIDERATIONS For federal income tax purposes, financial institutions are unable to deduct any portion of the interest expense allocable to the ownership of certain tax exempt obligations acquired after August 7 1986. including the Obligations but for the designation as qualified tax exempt obligations. See "Bank Qualified Tax Exempt Obligations" below State Tax Exemption The 1995 Minnesota Legislature enacted a law that included interest on obligations of Minnesota governmental units and Indian tribes in net income of individuals, estates and trusts for Minnesota income tax purposes if a court determines that Minnesota's exemption of such interest unlawfully discriminates against interstate commerce because interest on obligations of governmental issuers located in other states is not excluded This law applies to taxable years that begin during or after the calendar year in which any such court decision becomes final, irrespective of the date on which the obligations were issued The Court of Appeals of Kentucky recently held that Kentucky's exemption of interest on its own bonds, but not of 1nteresl-on-the bonds -of other states, unlawfully diculminates-against-interstate -commerce If-a Minnesota Court were to render a similar final decision, interest on the Obligations would become taxable for calendar years dunng and after the date the decision became final. -7- General The preceding is not a comprehensive list of all federal tax consequences which may arise from the receipt or accrual of interest on the Obligations The receipt or accrual of interest on the Obligations 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 Obligations are advised to consult their own tax advisors as to the tax consequences of, or tax considerations for, purchasing or holding the Obligations. BANK QUALIFIED TAX- EXEMPT OBLIGATIONS The City will designate the Obligations 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 "Qualified tax exempt obligations" are treated as acquired by a financial Institution before August 8, 1986. interest allocable to such obligations remains subject to the 20% disallowance under prior law RATINGS Applications for ratings of the Obligations have been made to Moody's Investors Service "Moody's 99 Church Street, New York, New York. If ratings are assigned, they will reflect only the opinion of Moody's Any explanation of the significance of the ratings may be obtained only from Moody's. There is no assurance that ratings, if assigned, will continue for any given period of time, or that such ratings will not be revised or withdrawn, if in the judgment of Moody's, circumstances so warrant A revision or withdrawal of the ratings may have an adverse effect on the market price of the Obligations. 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 Obligations. 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 Obligations. -8- CERTIFICATION The City has authorized the distribution of this Official Statement for use in connection with the initial sale of the Obligations. As of the date of the settlement of the Obligations the Purchaser(s) 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. (The Balance of This Page Has Been Intentionally Left Blank) -9- 2005 Indicated Market Value of Taxable Property: $2,196,722,769 The indicated market value is calculated by dividing the City's 2005 taxable market value of $1,919.935,700 by the 2004 sales ratio of 87.4% for the City as provided by the State Department of Revenue (2005 sales ratios are not yet available.) 2005 Taxable Net Tax Capacity: $21,355,409 2005 Net Tax Capacity Less Captured Tax Increment Tax Capacity Contribution to Fiscal Disparities Plus: Distribution from Fiscal Disparities 2005 Taxable Net Tax Capacity 2005 Taxable Net Tax Capacity by Class of Property Residential Homestead $16,343,697 76.5% Commercial /Industrial, Public Utility and Railroad 3,931,453 18 4 Agricultural 335,071 1 6 Apartments 278,731 1.3 Personal Property 466,457 2.2 Total $21,355,769 100 0% Reflects adjustments for fiscal disparities and captured tax increment tax capacity. Trend of Values CITY PROPERTY VALUES $21,604,139 (350,018) (1,571,759) 1,673,047 $21,355,409 Indicated Taxable Taxable Tax Market Value(a) Market Value Capacity(b) 2005 $2,196,722,769 $1,919,935,700 $21,355,769 2004 1,838,234,211 1,606,616,700 18,028,538 2003 1, 588, 774,651 1,366, 346,200 15.373, 855 2002 1, 353, 935,798 1,153,553,300 13,132,139 2001 1,122,690,460 976,740,700 11,262,405 (a) 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 111 for an explanation of tax capacity and Minnesota property tax laws 10 Ten of the Largest Taxpayers in the City Taxpayer Type of Business Flint Hills Resources /Koch Refining Xcel Energy Clare) Corporation Webb Properties Bigos Rosemount LLC (Cannon Equipment) CF Industries, Inc (Cenex) Limerick Way LLC Continental Nitrogen Resources Corp. Hidden Valley SPE, LLC Lundgren Bros Construction Inc. Total Represents 14.2% of the City's 2005 taxable net tax capacity. Legal Debt Limit Debt Limit (2% of Taxable Market Value) Less Outstanding Debt Subject to Limit Legal Debt Margin at March 31, 2006 General Obligation Debt Supported by Taxes* Date of Issue 12 -1 -01 6 -15 -05 6 -15 -05 11 -1 -05 6 -1 -06 Total Original Amount 725,000 2,630,000 1,535,000 1,115,000 370,000 Oil Refinery Utility Retail Manufacturing Manufacturing Fertilizer Townhouses Fertilizer Blending Plant Food Utility Construction CITY INDEBTEDNESS Purpose Community Center Refunding Fire Station Equipment Fire Station Refunding Equipment (the Certificates) These issues are subject to the statutory debt limit. $38,398,714 (6,180, 000) $32,218,714 2005 Net Tax Capacity $1,993,576 292,021 194,366 89,864 86,770 81,510 78,752 78,718 71,937 56,298 $3,023,812 Principal Final Outstanding Maturity As of 3 -31 -06 2 -1 -2013 530,000 2 -1 -2025 2,630,000 6 -1 -2010 1,535,000 2 -1 -2016 1,115,000 2 -1 -2012 370,000 $6,180,000 General Obligation Debt Supported Primarily by Special Assessments Date of Issue 4 -1 -98 10 -1 -99 8 -15 -01 7 -1 -02 7 -1 -03 6 -1 -06 Total General Obligation Port Authority Debt Date of Issue 4 -1 -98 8 -15 -01 7-1-02 Total Original Amount $2,010,000 4,395,000 1,325,000 3,395,000 1,945 000 4,405,000 Original Amount $2,405,000 2,045,000 1,795,000 (a) Debt service payments on fund levies (b) This issue is being repaid (c) This issue is being repaid utility revenues. Date Original of Issue Amount 7 -1 -96 10 -1 -99 9 -1 -00 8 -15 -01 12 -1 -01 7 -1 -02 7 -1 -03 11 -1 -05 $1,035,000 855,000 1,160,000 1,140,000 805,000 1,195,000 1,170,000 2,990,000 Purpose Local Improvements Local Improvements Local Improvements Local Improvements Local Improvements Local Improvements (the Bonds) Purpose Municipal Building Refunding City Hall Highway 3 Enhancement General Obligation Debt Supported by Revenues this issue are made from a combination of certain special tax and general f rom ad valorem taxes levied by the City. from a combination of tax levies, special assessments, and storm water Purpose Storm Water Revenue Storm Water Revenue Water Revenue Storm Water Revenue Storm Water Revenue Refunding Water and Storm Water Revenue Water Revenue Water Revenue Total $8,165,000 12 Final Maturity 2 -1 -2009 2 -1 -2011 2 -1 -2012 2 -1 -2013 2 -1 -2014 2 -1 -2017 Final Maturity 2 -1 -2018 2 -1 -2022 2 -1 -2013 Principal Outstanding As of 3 -31 -06 560,000 1,255,000 840,000 1,475,000 1,540.000 4,405 000 $10,075,000 Principal Outstanding As of 3 -31 -06 $2,010,000( 1,800,000(b) 1,175,000(C) $4,985.000 Principal Final Outstanding Maturity As of 3 -31 -06 2 -1 -2012 505,000 2 -1 -2015 590,000 2 -1 -2016 885,000 2 -1 -2017 915,000 2 -1 -2008 285,000 2 -1 -2018 1,035,000 2 -1 -2014 960,000 2 -1 -2016 2,990,000 Annual Calendar Year Debt Service Including These Issues Year Principal 2006 (at 3 -31) 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 Total 290,000 545,000 645,000 670,000 690,000 375,000 390,000 320,000 245,000 255,000 265,000 140,000 145,000 150,000 155,000 165,000 170,000 180,000 190,000 195,000 G 0 Debt Supported by Taxes Principal Interest(a) 411,511.89 755,485.84 834,625.00 838,211 25 835,530.00 501,878.75 502,427.50 418,865.00 331,075 00 331,502 50 331,452.50 198,515.00 197,815.00 196,915.00 195,815.00 199,332.50 197,465 00 200,267.50 202,470.00 199,192 50 $6,180,00(1 Principal (Paid) 1,360,000 1,800,000 1,240,000 1,070,000 1,090,000 825,000 685,000 640,000 450,000 455,000 460,000 $7,880,352.73 $10,075,000( (a) Includes the Certificates at an assumed average annual interest rate of 3 70 (b) Includes the Bonds at an assumed average annual interest rate of 3.95% (c) 71 6% of this debt will be retired within ten years. (d) 95.4% of this debt will be retired within ten years. 13 G.O. Debt Supported Primarily by Special Assessments Principal Interest(b) 108,788.75 1,752,200.41 2,105,757.50 1,487,615.00 1,271,775.00 1,248,695.00 946,380.00 778,313.75 708,545.00 497,315.00 483,761.25 469,660.00 $11,858,806.66 Annual Calendar Year Debt Service Including These Issues (continued) G.O Debt Supported G.O Port Authority Debt by Revenues Pnncipal Principal Year Principal Interest Principal Interest 2006 (at 3 -31) (Paid) 112,530 01 (Paid) 190 951.26 2007 435,000 651,748.77 820,000 1,133,578.76 2008 445,000 644,55817 875,000 1,156,813.76 2009 380,000 562,813 77 745,000 995,897 51 2010 395,000 561,521.27 780,000 1,001,196.26 2011 415,000 563,947 52 815,000 1,004,327.51 2012 435,000 565,053.14 845,000 1,000,527.51 2013 455,000 565,125 01 785,000 907,596 26 2014 260,000 353,698 13 815,000 905.496.26 2015 270,000 350,867 50 710,000 768,466.26 2016 285,000 352,230.00 660,000 688,811 26 2017 305,000 357,587 50 205,000 214,869 38 2018 315,000 352,113 75 110,000 112,530.00 2019 135.000 160.990 00 2020 145,000 164,125.00 2021 150,000 161,750.00 2022 160,000 164,000 00 Total $4,985,000(a) $6,644,660 14 $8,165,000( $10,081,061.99 (a) 75.7% of this debt will be retired within ten years. 96.1 of this debt will be retired within ten years. Lease Purchase Agreements The City entered into a lease- purchase agreement dated May 15, 1996 for a fire truck. The principal amount of the lease is $476,445 with annual payments of $64,896 The final payment will be due June 1, 2006. Summary of Direct Debt Including These Issues G O. Debt Supported by Taxes 6,180,000 (168,537) $6,011,463 G O. Debt Supported by Special Assessments 10,075,000 (3,287,784) 6,787,216 G 0 Port Authority Debt 4,985,000 (1,359,196) 3.625,804 G O Debt Supported by Revenues 8,165,000 (1,713,183) 6,451,817 Debt service funds are as of March 31, 2006 and include money to pay both principal and interest. 14 Gross Debt Less: Debt Net Service Funds' Direct Debt Indirect General Obligation Debt Taxing Unit(a) Dakota County ISD 196 (Rosemount Apple Valley- Eagan) ISD 199 (Inver Grove -Pine Bend) ISD 200 (Hastings) Metropolitan Council Metropolitan Transit Dist. Total (a) (b) (c) (d) (e) 2005 Taxable Net Tax Capacity 384,177,099 156,697,271 27,837,925 28,414,273 3,001,556,502 2,304,847,503( Only those units with debt outstanding are shown here. Excludes debt supported by revenues and tax and aid anticipation debt. includes $15 540,000 of annual appropriation lease revenue debt Does not include outstanding general obligation debt supported by sewer revenues, 911 user fees or housing rental payments. Includes $13,530.000 of certificates of participation Represents 2004 taxable net tax capacity. The 2005 value is not yet available. Debt Ratios Including These Issues G.O. Debt As of 3 31 06(b) 93,410,000 149,421,949( 15 39,805,000 43,110,000 27,435,000(d) 147,435,000 G.O. Net Direct Debt Debt Applicable to Tax Capacity in City Percent Amount 5.6% 5,230,960 12 8 19,126,009 4.3 1,711,615 0.1 43,110 0.7 192,045 0.8 1,179,480 $27,483,219 G.O Indirect Net Direct Debt To 2005 Indicated Market Value ($2,196,722,769) 0 75% 2 00% Per Capita (21,230 2006 City Estimate) $774 $2,068 Excludes general obligation debt supported by revenues and lease- purchase agreements. Tax Capacity Rates CITY TAX RATES, LEVIES AND COLLECTIONS 2005/06 For 2001/02 2002/03 2003/04 2004/05 Total Debt Only Dakota County(a) 33.102% 32 463% 30.300% 28 267% 26.318% -0- City of Rosemount(b) 59 546 57.123 52.368 46.041 43.755 8 618% ISD 196(c) 28.883 27.638 26 074 26.251 27 554 14 204 Special Districts(d) 5.021 5.563 5.128 5 216 5 256 1 732 Total 126.552% 122.787% 113 870% 105.775% 102 883% 24.554% (a) Dakota County also has a 2005/06 fax rate of 0 00592% spread on the market value of property in support of debt service. The City also has a 2005/06 tax rate of 0 00818% spread on the market value of property in .support of debt service on general obligation fire station bonds. Independent School District 196 (Rosemount -Apple Valley Eagan) also has a 2005/06 tax rate of 0.22437% spread on the market value of property in support of an excess operating levy and buildings. (d) Special distncts include Metropolitan Council, Regional Transit District, Mosquito Control, Dakota County Community Development Authority, Dakota County Light Rail and Vermillion River Watershed District. (b) (c) NOTE: Taxes are determined by multiplying the net fax capacity by the tax capacity rate, expressed as a percentage (see Appendix 111). Tax Collections for the City Net Collected During Collected Amount Collection Year As of 3 -31 -06 Levy/Collect of Levy Amount Percent Amount Percent 2005/06 $8,766,232 (In Process of Collection) 2004/05 6,686,956 $6,617,997 99 0% $6,638,376 99 3% 2003/04 7,032,501 6,952.283 98.9 7,015,984 99 8 2002/03 6,469,801 6,384,169 98 7 6,460,167 99.9 2001/02 5,730,975 5,675,507 99 0 5,725,066 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 fax capacity rates 16 Fund FUNDS ON HAND As of March 31, 2006 General Special Revenue Port Authority Debt Service Tax Supported Assessment Supported Port Authority Supported General Obligation Revenue Supported Construction Water, Sewer and Storm Water Arena Total 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 percent of the market value of principal and accrued interest. 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 17 Cash and Investments 4,812,063 5,692,416 190,333 168,537 3,287,784 1,359,196 1,713,183 8,566,904 15,983,016 (25.002) $41,748,430 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 March 31, 2006 the City had a total of $40,557,260 invested funds as follows Type of Security Money Market Savings Certificates of Deposit Certificates of Deposit Certificates of Deposit Government Asset Backed Securities Government Asset Backed Securities Length of Investment N/A Less than 12 months One to ten years Over ten years Ten years or less Over ten years Total $40,557,260 GENERAL INFORMATION CONCERNING THE CITY Amount Invested as of 3 -31 -06 512,897 25,606,938 2,022,000 192,000 11,159, 555 1,063,870 The City of Rosemount, located in northern Dakota County, is a southem suburb of the Minneapolis /Saint Paul metropolitan area. The City encompasses an area of 22,560 acres and had a 2000 U.S. Census count of 14,619, a 69 6% increase from the City's 1990 Census count of 8,622 The City estimates its 2006 population to be 21,230, a 45% increase over the 2000 U.S. Census 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 /Koch Petroleum Group, CF Industries, Continental Nitrogen, Endres Processing, SKB (industrial waste containment facility) and Spectro Alloys 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 refinery at Pine Bend Flint Hills is a leading producer of petroleum products in Minnesota converting 290,000 barrels of crude oil into gasoline each day. This Rosemount company employs 800 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 18 Major Employers Employer Independent School District 196 Flint Hills Resources Intermediate School District 917 Dakota County Technical College Cannon Equipment Company Spectro Alloys Corp. Greif Brothers Corporation Endres Processing Ltd City of Rosemount Dakota County HRA Astro Plastics (Reese Enterprises, Inc.) Aquila, Inc Continental Nitrogen Resources Corp. CF Industries, Inc. (Cenex) Rayfo Inc. Labor Force Data Dakota County Minneapolis /St. Paul MSA Minnesota Building Permits Issued by the City Total Permits Number Value 2006 (to 3 -31) 2005 2004 2003 2002 2001 2000 1999 1998 1997 153 1,293 1,158 1,128 1,398 1,009 862 1,021 739 601 231,322 1,845,516 2,931,721 Product/Service Education Crude Oil Education Education Manufacturing of Metal Parts Aluminum Alloys Multiwall Bags Livestock Feed Government Government Plastics Manufacturing Natural Gas Chemicals Warehousing /Freight Terminal Industrial Refuse Containers (a) Represents total employment, not just within the City of Rosemount. (b) Excludes over 160 part -time and seasonal employees. Source: Telephone survey of individual employers, Apnl 2006. March 2006 Civilian Unemployment Labor Force Rate 4.0% 43 4.8 20,114,976 123,374,042 126,348,047 96,872,709 82,398,820 82,897,167 52,125,217 50,950,727 31,939,355 24,173,652 19 Approximate Number of Employees 4,OOOWa) 800 300 250 160 142 92 75 74( 60 53 46 39 38 35 March 2005 Civilian Unemployment Labor Force Rate 230,393 1,837,909 2,926,796 Source Minnesota Department of Employment and Economic Development. 2005 data are preliminary. New Single Number 46 454 551 440 330 304 285 357 190 99 4.1% 4.4 5.0 Family Homes Value 10,565,461 88,551,982 110,674,682 87,119,479 61,571,739 60,458,504 39,074,424 40,780,200 21,856,164 10,942,651 Recent and Proposed Development Residential activity in the City slowed somewhat in 2005, with a 17.5% decrease over the prior record year in permits issued for new dwelling units Of the 454 permits issued, 42% of the new construction was for single family detached housing. Planning approvals by the City have created an inventory of and that is expected to generate more than 400 housing starts annually for the next few years From 2001 through 2005, an average of almost $82 million in new construction value was added per year During this same period, the City added over 2,079 single family homes to its housing stock (an average of 416 homes per year) Some of the larger housing projects currently being developed or recently completed are as follows. Development/Developer Biscayne Pointe 4 Addition /Heritage Development Biscayne Pointe North /Giles Property Carrousel Plaza Townhomes /Heritage Development Connemara Crossing/ Basic Builders, Inc. Evermoor 3 Addition /CPDC Evermoor 4 Addition/ CPDC Evermoor Bards Crossing /CPDC Evermoor Crosscroft/CPDC Evermoor Crosscroft 2 Addition /CPDC Evermoor Drumcliffe /CPDC Evermoor Glendalough /Lundgren Evermoor Glendalough 5 Addition/ Lundgren Brothers Evermoor Glendalough 6 Addition/ Lundgren Brothers Geronime Pond 2 Addition/ Heritage Development GlenRose of Rosemount/ Dean Johnson Homes Harmony /CPDC Harmony 2nd Addition /CPDC Harmony 3 Addition /CPDC Meadows of Bloomfield /Centex Homes Meadows of Bloomfield 3` Addition/ Centex Homes Rosewood Estates /Progress Land Rosewood Village /Progress Land Rosewood Village 2 Addition/ Progress Land Co Housing Single Family Single Family Townhomes Single Family Single Family Single Family Multi Family Single Family Single Family Single Family Single Family Single Family Single Family Single Family Multi Family Multi- Family Multi Family Single Family Single Family/Townhomes Single Family Single Family Single FamilylTownhomes 20 Units Approved Remaining lots as of 2 -28 -06 73 3 22 3 38 5 44 28 30 10 97 9 110 55 18 4 23 8 47 1 46 4 35 18 42 42 52 4 76 76 176 94 81 77 17 16 236 43 118 73 55 1 43 9 Single Family/Townhomes 56 47 he-City Counc approved -a rcvitalization-plan-for thetstonc- downtown 2nd selected fait development team in 2004 A tax increment financing district was created in 2004 to permit alternative financing sources for portions of the redevelopment process, if needed. The first project construction is expected to begin in 2007. Also planned for the district is a residential development (Harmony Addition) including 600 single family and multi family units on the redeveloped site of the Brockway glass factory, which closed in the mid -1980s As of March 2006, 87 multi- tenant units and seven single- family units have been completed in the Harmony development The City owns land purchased from the Church of St. Joseph at the edge of downtown to serve as a site branch of the Dakota County Library system. Construction and operation of the library will be funded by the County under terms of a joint powers agreement now being negotiated with the City. In 2005, construction was completed on a 48,000 square -foot retail development The retail center includes a 15,000 square -foot grocery store A 6,400 square -foot restaurant opened in March of 2006 A 7,920 square foot multi- tenant center was also constructed in 2005 and has been partially leased out as of the end of March 2006 Industrial valuations increased by $9 million in 2005, primarily due to upgrades to the Flint Hills refinery The new construction will meet recent air emission standards and increase production at the plant School District 196 and the Dakota County Technical College both implemented large capital improvement projects within their buildings Expansions occurred to the elementary middle, and high schools for a construction value of over $13 million dollars Financial Institutions Full service banking is provided by the First State Bank of Rosemount and Rosemount National Bank, located in the City As of December 31, 2005, the two banks reported deposits of $54,810,000 and $48,529,000, respectively Branches of TCF Bank and Vermillion State Bank are also located in the City. Source: Federal Deposit Insurance Corporation website. Education The major portion of the City is part of Independent School District 196, headquartered in Rosemount. The District's enrollment for the 2005/06 school year is approximately 27,856 students in grades kindergarten through twelve The Distnct is one of the fastest growing school distncts in the State, and one of the largest employers in the City with approximately 4,000 full -time and part-time employees District -wide The physical plant of the Distnct consists of 18 elementary schools, six middle schools, and four senior high 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 199 (Inver Grove -Pine Bend) and Independent School District 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. The Technical College has an enrollment of approximately 2,000 post- secondary students. In addition, the Technical College offers an extensive adult education program 21 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 fisted below. Expiration of Term William H. Droste Mayor December 31, 2006 Mark DeBettignies Council Member December 31, 2006 Kimberly Shoe Corngan Council Member December 31, 2006 Michael Baxter Council Member December 31, 2008 Phillip Sterner Council Member December 31, 2008 The City's chief administrative officer is the City Administrator, who is appointed by and serves at the discretion of the City Council. Mr James D. Verbrugge was appointed to the position of City Administrator in March 2003 Prior to that, Mr. Verbrugge served as Assistant City Administrator in Eagan, Minnesota since 1998. 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 Growth and development of the City is guided by the Comprehensive Land Use Plan, most recently adopted in 2000, covering development expectations until the year 2020 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. In 2005, the City Council adopted a Comprehensive Plan Amendment that will bring more than 2,000 acres into the City's Municipal Urban Service Area. Additionally, projected land uses were changed in the County Road 42 /State Highway 52 interchange area to take advantage of the future upgrades to the road system The City has begun to investigate changes to the 2020 Comprehensive Plan to meet the State required update due in 2008, which will utilize development projections to the year 2030 Services Police protection for the City is provided by 20 full -time officers, and four other police personnel. Fire protection is provided by 37 trained volunteers The City has a class 5 insurance rating The City completed an expansion of its public works facility in 1999. The expansion was funded by a 20 -year internally funded lease- purchase agreement, effective January 20, 1999, in the amount of $548,000. 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 six wells with three water towers having a total storage capacity of 2,000,000 gallons The maximum pumping capacity is 6,000 000 gallons per day with an average demand of 2,007,841 gallons pumped daily 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. 1 he City finances the construction and long -term maintenance of its storm water core tacilities 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. 22 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 of Rosemount are covered by defined benefit pension plans administered by the Public Employees Retirement Association of Minnesota (PERA) PERA administers the Public Employees Retirement Fund (PERF) and the Public Employees Police and Fire Fund (PEPFF) which are cost sharing multiple- employer public employees retirement plans. PERF 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 PERF belong to the Coordinated Plan All police officers, fire fighters and peace officers who qualify for membership by statute are covered by the PEPFF For the year ended December 31, 2005, the City's contribution to PERA was $308,929 (unaudited) Current General Fund Budget ongoing operations. 2005 2006 Adopted Budget Adopted Budget General Fund Revenues: General Property Taxes $5,083,300 $5,489,200 Intergovernmental 484,000 525,000 Licenses and Permits 750,200 859,700 Fines and Forfeits 90,000 90,000 Charges for Services 1,229,900 1,160,700 Miscellaneous Revenues 253,700 266,700 Investment Income 101,500 121.500 Transfers In 3,500 3.500 Total General Fund Revenues $7,996,100 $8,516,300 General Fund Expenditures: General Government $2,161,700 $2,279,000 1 Public Safety 2,430,500 2,623,100 Public Works 2,389,200 2,555,000 Parks and Recreation 1,014700 1,059.200 Total General Fund Expenditures $7,996,100 $8,516,300 Action taken by the 2003 Minnesota Legislature provided for total reductions in City Aid (formerly titled Local Government Aid and Market Value Homestead Credit) of $142,000,000 in collection year 2003 and $170,000,000 in collection year 2004 The effect of these changes to the City of Rosemount was a reduction in aid of approximately $752,472 in each 2003 and 2004. Minnesota law allowed the City to levy for 60% of the lost aid during the levy cycle payable in 2004 For 2005, the Market Value Homestead Credit (MVHC) was supposed to be put back in place. This did not happen as the Legislature cut the MVHC again for payable 2005 and 2006 For the City, the reduction will be approximately $350.000 annually. The level of aid reductions does not pose a significant problem -ta- the -City and -in_the opinion of management will not affect 23 BRI GGS AND MORGAN PROFESSIONAL ASSOCIATION PROPOSED FORMS OF LEGAL OPINIONS $370,000 GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS, SERIES 2006A CITY OF ROSEMOUNT DAKOTA COUNTY MINNESOTA We have acted as bond counsel in connection with the issuance by the City of Rosemount, Dakota County, Minnesota (the "Issuer of its $370,000 General Obligation Equipment Certificates of Indebtedness, Series 2006A, beanng a date of original issue of June 1, 2006 (the "Certificates We have examined the law and such certified proceedings and other documents as we deem necessary to render this opinion. We have not been engaged or undertaken to review the accuracy, completeness or sufficiency of the Official Statement or other offering material relating to the Certificates, and we express no opinion relating thereto. As to questions of fact material to our opinion, we have relied upon the certified proceedings and other certifications of public officials furnished to us without undertaking to venfy the same by independent investigation Based upon such examinations, and assuming the authenticity of all documents submitted to us as onginals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such documents, and the accuracy of the statements of act contained m such documents, and based upon present Minnesota and federal laws (which excludes any pending legislation which may have a retroactive effect on or before the date hereof), regulations, rulings and decisions, it is our opinion that (1) The proceedings show lawful authority for the issuance of the Certificates according to their terms under the Constitution and laws of the State of Minnesota now in force. (2) The Certificates are valid and binding general obligations of the Issuer and all of the taxtblpropertv within the Issuer's jurisdiction is subject to the levy of an ad valorem tax to pay the same without limitation as to rate or amount; provided that the enforceability (but not the validity) of the Certificates and the pledge of taxes for the payment of the pnncipal and interest I -1 APPENDIX I 2200 FIRST NATIONAL BANK BUILDING 332 MINNESOTA STREET SAINT PAUL, MINNESOTA 55101 TELEPHONE (651) 808 -6630 FACSNIILE (651) 838 -6450 W W W BRIGGS COM thereon is subject to the exercise of judicial discretion in accordance with general pnnciples of equity, to the constitutional powers of the United States of America and to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted. (3) At the time of the issuance and delivery of the Certificates to the original purchaser, the interest on the Certificates is excluded from gross income for United States income tax purposes and is excluded, to the same extent, from both gross income and taxable net income for State of Minnesota income tax purposes (other than Minnesota franchise taxes measured by income and imposed on corporations and financial institutions), and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations or the Minnesota alternative minimum tax applicable to individuals, estates or trusts; it should be noted, however, that for the purpose of computing the federal alternative minimum tax imposed on corporations, such interest is taken into account in determining adjusted current earnings. The oprmons set forth in the preceding sentence are 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 Certificates in order that interest thereon be, or continue to be, excluded from gross income for federal income tax purposes and from both gross income and taxable net income for State of Minnesota income tax purposes. Failure to comply with certain of such requirements may cause the inclusion of interest on the Certificates in gross income and taxable net income retroactive to the date of issuance of the Certificates. We express no opinion regarding other state or federal tax consequences caused by the receipt or accrual of interest on the Certificates or ansmg with respect to ownership of the Certificates. Dated at Saint Paul, Minnesota, this day of June, 2006. 1 -2 BRIGGS AND MORGAN Professional Association BRI GGS AND M ORGAN PROFESSIONAL ASSOCIATION $4,405,000 GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 2006B CITY OF ROSEMOUNT DAKOTA COUNTY MINNESOTA We have acted as bond counsel in connection with the issuance by the City of Rosemount, Dakota County, Minnesota (the "Issuer of its $4,405,000 General Obligation Improvement Bonds, Senes 2006B, bearing a date of onginal issue of June 1, 2006 (the "Bonds We have examined the law and such certified proceedings and other documents as we deem necessary to render this opinion. We have not been engaged or undertaken to review the accuracy, completeness or sufficiency of the Official Statement or other offenng matenal relating to the Bonds, and we express no opinion relating thereto. As to questions of fact material to our opinion, we have relied upon the certified proceedings and other certifications of public officials famished to us without undertaking to verify the same by independent investigation. Based upon such examinations, and assuming the authenticity of all documents submitted to us as onginals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the onginals of such documents, and the accuracy of the statements of fact contained in such documents, and based upon present Minnesota and federal laws (which excludes any pending legislation which may have a retroactive effect on or before the date hereof), regulations, rulings and decisions, it is our opinion that: (1) The proceedings show lawful authority for the issuance of the Bonds according to their terms under the Constitution and laws of the State of Minnesota now in force. (2) The Bonds are valid and binding general obligations of the Issuer and all of the taxable property within the Issuer's junsdiction is subject to the levy of an ad valorem tax to pay the same without limitation as to rate or amount; provided that the enforceability (but not the idity) of- the—Bends -and the P ledge -of taxes forthe_paymPnt oftheprinc pal and interest thereon is subject to the exercise of judicial discretion in accordance with general pnnciples of 1 -3 2200 FIRST NATIONAL BANK BUILDENG 332 MINNESOTA STREET SAINT PAUL, MINNESOTA 55101 TET FPHONE (651) 808 -6600 FACSIMILE (651) 808 -6450 IXnXWBRIGGS C M equity, to the constitutional powers of the United States of America and to bankruptcy, insolvency, reorganization, moratonum and other similar laws affecting creditors' rights heretofore or hereafter enacted. (3) At the time of the issuance and delivery of the Bonds to the original purchaser, the interest on the Bonds is excluded from gross income for United States income tax purposes and is excluded, to the same extent, from both gross income and taxable net income for State of Minnesota income tax purposes (other than Minnesota franchise taxes measured by income and imposed on corporations and financial institutions), and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations or the Minnesota altemative minimum tax applicable to individuals, estates or trusts; it should be noted, however, that for the purpose of computing the federal alternative minimum tax imposed on corporations, such interest is taken into account in determining adjusted current earnings. The opinions set forth in the preceding sentence are 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 both gross income and taxable net income for State of Minnesota income tax purposes. Failure to comply with certain of such requirements may cause the inclusion of interest on the Bonds in gross income and taxable net income retroactive to the date of issuance of the Bonds We express no opinion regarding other state or federal tax consequences caused by the receipt or accrual of interest on the Bonds or ansing with respect to ownership of the Bonds. Dated at Saint Paul, Minnesota, this day of June, 2006. 1 BRIGGS AND MORGAN Professional Association CONTINUING DISCLOSURE UNDERTAKING APPENDIX II This Continuing Disclosure Undertaking (the "Disclosure Undertaking is executed and delivered by the City of Rosemount, Minnesota (the "Issuer in connection with the issuance of $370,000 General Obligation Equipment Certificates of Indebtedness, Series 2006A (the "Certificates The Certificates are being issued pursuant to a Resolution adopted May 16, 2006 (the "Resolution Pursuant to the Resolution and this Undertaking, the Issuer covenants and agrees as follows: SECTION 1. Purpose of the Disclosure Undertaking This Disclosure Undertaking is being executed and delivered by the Issuer for the benefit of the Owners and in order to assist the Participating Underwriters in complying with SEC Rule 15c2 12(b)(5). SECTION 2. Definitions. In addition to the definitions set forth in the Resolution, which apply to any capitalized term used in this Disclosure Undertaking unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Annual Report" shall mean any annual financial information provided by the Issuer pursuant to, and as descnbed in, Sections 3 and 4 of this Disclosure Undertaking "Audited Financial Statements" shall mean the financial statements of the Issuer audited annually by an independent certified public accounting firm, prepared pursuant to generally accepted accounting principles promulgated by the Financial Accounting Standards Board, modified by govemmental accounting standards promulgated by the Government Accounting Standards Board. "Dissemination Agent" shall mean such party from time to time designated in writing by the Issuer to act as information dissemination agent and which has filed with the Issuer a written acceptance of such designation. "Fiscal Year" shall be the fiscal year of the Issuer. "Governing Body" shall, with respect to the Certificates, have the meamng given that term in Minnesota Statutes, Section 475.51, Subdivision 9 "MSRB" shall mean the Municipal Securities Rulemalung Board. "National Repository" shall mean any Nationally Recognized Municipal Securities Information Repository for purposes of the Rule. The National Repositories as of the date of execution of this Undertaking are as listed on Exhibit A. "Occurrence(s)" shall mean any of the events listed in Section S.A. of this Disclosure Undertaking. "Official Statement" shall be the Official Statement dated 2006, prepared in connection with the Certificates. "Owners" shall mean the registered holders and, if not the same, the beneficial owners of any Certificates. "Participating Underwriter" shall mean any of the original underwriters of the Certificates required to comply with the Rule in connection with offenng of the Certificates. "Repository" shall mean each National Repository and each State Depository "Resolution" shall mean the resolution or resolutions adopted by the Governing Body of the Issuer providing for, and authorizing the issuance of, the Certificates. "Rule" shall mean Rule 15e2 12(b)(5) adopted by the Secunties and Exchange Commission under the Secunties Exchange Act of 1934, as the same may be amended from time to time or interpreted by the Securities and Exchange Commission. "State" shall mean the State of Minnesota. "State Depository" shall mean any public or private repository or entity designated by the State as a state depository for the purpose of the Rule. As of the date of this Disclosure Undertakmg, there is no State Depository in Minnesota. SECTION 3. Provision of Annual Reports. A. Beginning in connection with the Fiscal Year ending on December 31, 2005, the Issuer shall, or shall cause the Dissemination Agent to, as soon as available, but in any event not later than December 31, 2006, and by December 31 of each year thereafter, provide to each Repository an Annual Report which is consistent with the requirements of Section 4 of tlus Disclosure Undertaking. B. If the Issuer is unable to provide to the Repositones an Annual Report by the date required in subsection A, the Issuer shall send a notice of such delay and estimated date of delivery to each Repository or to the MSRB and to the State Depository, if any C. Any filing under this Disclosure Undertaking may be made solely by transmitting such filing to the Texas Municipal Advisory Council (the "MAC as provided at http: /www.disclosureusa.org unless the Umted States Secunties and Exchange Commission has withdrawn the interpretive advice in its letter to the MAC dated September 7, 2004. SECTION 4. Content and Format of Annual Reports The Issuer's Annual Report shall contain or incorporate by reference the financial information and operating data pertaining to the Issuer Listed below as of the end of the preceding Fiscal Year. The Annual Report may be submitted to each Repository as a single document or as separate documents compnsing a package, and may cross reference other information as provided in this Disclosure Undertaking. The following financial information and operating data shall be supplied: A An update of the type of information contained in the Official Statement under the caption VALUESTCITY1NDEBTEDNESS; and TAX RATES, LEVI h S AND COLLECTIONS; 11 -2 B. Audited Financial Statements of the Issuer. The Audited Financial Statements of the Issuer maybe submitted to each Repository separately from the balance of the Annual Report. In the event Audited Financial Statements of the Issuer are not available on or before the date for filing the Annual Report with the appropnate Repositones as set forth in Section 3.A. above, unaudited financial statements shall be provided as part of the Annual Report. The accounting principles pursuant to which the financial statements will be prepared will be pursuant to generally accepted accounting pnnciples promulgated by the Financial Accounting Standards Board, as such pnnciples are modified by the governmental accounting standards promulgated by the Government Accounting Standards Board, as in effect from time to time If Audited Financial Statements are not provided because they are not available on or before the date for filing the Annual Report, the Issuer shall promptly provide them to the Repositories when available. SECTION 5. Reporting of Significant Events. A. This Section 5 shall govem the giving of notices of the occurrence of any of the following events with respect to the Certificates, if matenal Dissemination Agent. (1) principal and interest payment delinquency; (2) non payment related defaults; (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 or events affecting the tax- exempt status of the security; (7) modifications to rights of secunty holders; (8) Bond calls, (9) defeasances; (10) release, substitution or sale of property securing repayment of the Certificates; and (11) rating changes. B. Whenever an event listed in Section 4.A. above has occurred, the Issuer shall as soon as possible detennine if such event would constitute matenal infoiuiation for holders of Certificates. If knowledge of the Occurrence would be matenal, the Issuer shall promptly file a notice of such Occurrence with each National Repository or the MSRB and the State Depository, if any. SECTION 6. Termination of Reporting Obligation. The Issuer's obligations under this Disclosure Undertaking shall terminate upon the legal defeasance, pnor redemption or payment in full of all of the Certificates. SECTION 7. Dissemination Agent The Issuer may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Undertaking, and may discharge any such Agent, with or without appointing a successor 11 -3 SECTION 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Undertaking, the Issuer may amend this Disclosure Undertaking, and any provision of this Disclosure Undertaking may be waived, if (a) a change in law or change in the ordinary business or operation of the Issuer has occurred, (b) such amendment or waiver would not, in and of itself, cause the undertakings herem to violate the Rule if such amendment or waiver had been effective on the date hereof but taking into account any subsequent change in or official interpretation of the Rule, and (c) such amendment or waiver is supported by an opinion of counsel expert in federal secunties laws to the effect that such amendment or waiver would not materially impair the interests of Owners. SECTION 9. Additional Information. Nothing in this Disclosure Undertaking shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Undertaking or any other means of communication, or including any other information in any Annual Report or notice of an Occurrence, in addition to that which is required by this Disclosure Undertaking. If the Issuer chooses to include any information in any Annual Report or notice of an Occurrence in addition to that which is specifically required by this Disclosure Undertaking, the Issuer shall have no obligation under this Disclosure Undertaking to update such information or include it in any future Annual Report or notice of an Occurrence. SECTION 10. Default. In the event of a failure of the Issuer to provide information required by this Disclosure Undertaking, any Owner may take such actions as may be necessary and appropnate, including seeking mandamus or specific performance by court order, to cause the Issuer to comply with its obligations to provide information under this Disclosure Undertaking. A default under this Disclosure Undertaking shall not be deemed an Event of Default under the Resolution, and the sole remedy under this Disclosure Undertaking in the event of any failure of the Issuer to comply with this Disclosure Undertaking shall be an action to compel performance. SECTION 11. Beneficiaries This Disclosure Undertaking shall inure solely to the benefit of the Issuer, the Participating Underwriters and Owners from time to time of the Certificates, and shall create no nghts in any other person or entity. SECTION 12. Reserved Rights. The Issuer reserves the nght to discontinue providing any information required under the Rule if a final determination should be made by a court of competent jurisdiction that the Rule is invalid or otherwise unlawful or, subject to the provisions of Section 8 hereof, to modify the undertaking under this Disclosure Undertakmg if the Issuer determines that such modification is required by the Rule or by a court of competent jurisdiction. Date: 2006 CITY OF ROSEMOUNT, MINNESOTA By Its By Its 11-4 EXHIBIT A List of Nationally Recognized Municipal Secunties Information Repositones Bloomberg Municipal Repository 100 Business Park Drive Skillman, NJ 08558 Phone: 609 279 -3225 Fax: 609 -279 -5962 Email: MunisiciBloomberg.com http:ThAww.bloomberu.com/markets/rates/municontacts.html DPC Data Inc. One Executive Drive Fort Lee, NJ 07024 Phone. 201- 346 -0701 Fax: 201 947 -0107 Email: nrmsir(a,dpcdata.com http: /w■w dpcdata.com FT Interactive Data Attn NRMSIR 100 William Street, 15 Floor New York, NY 10038 Phone: 212-771-6999; 800-689-8466 Fax: 212- 771 -7390 Email: NRMSIR(a,interactivedata com http: /www.ftid com Standard Poor's Securities Evaluations, Inc. 55 Water Street 45th Floor New York, NY 10041 Phone 212- 438 -4595 Fax: 212- 438 -3975 Email: NRMSIR repositorva,,sandp.com www nkennv comnjkennv /pser descnp data rep.html This list is current as of the date of issuance of the Certificates. 11 -5 CONTINUING DISCLOSURE UNDERTAKING This Continuing Disclosure Undertaking (the 'Disclosure Undertaking is executed and delivered by the City of Rosemount, Minnesota (the "Issuer in connection with the issuance of $4,405,000 General Obligation Improvement Bonds, Senes 2006B (the "Bonds The Bonds are being issued pursuant to a Resolution adopted May 16, 2006 (the "Resolution"). Pursuant to the Resolution and this Undertaking, the Issuer covenants and agrees as follows: SECTION 1. Purpose of the Disclosure Undertakma This Disclosure Undertaking is being executed and delivered by the Issuer for the benefit of the Owners and in order to assist the Participating linderwnters in complying with SEC Rule 15c2- 12(b)(5). SECTION 2. Definitions. In addition to the definitions set forth in the Resolution, which apply to any capitalized term used in this Disclosure Undertaking unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Annual Report" shall mean any annual financial information provided by the Issuer pursuant to, and as descnbed in, Sections 3 and 4 of this Disclosure Undertaking "Audited Financial Statements" shall mean the financial statements of the Issuer audited annually by an independent certified public accounting firm, prepared pursuant to generally accepted accounting principles promulgated by the Financial Accounting Standards Board, modified by governmental accounting standards promulgated by the Government Accounting Standards Board. "Dissemination Agent" shall mean such party from time to time designated in wnting by the Issuer to act as information dissemination agent and which has filed with the Issuer a wntten acceptance of such designation. "Fiscal Year" shall be the fiscal year of the Issuer. "Governing Body" shall, with respect to the Bonds, have the meaning given that term in Minnesota Statutes, Section 475 51, Subdivision 9. "MSRB" shall mean the Municipal Secunties Rulemaking Board. "National Repository" shall mean any Nationally Recognized Municipal Securities Information Repository for purposes of the Rule The National Repositones as of the date of execution of this Undertaking are as listed on Exhibit A. "Occurrence(s)" shall mean any of the events listed in Section 5.A. of this Disclosure Undertaking. "Official Statement" shall be the Official Statement dated 2006, prepared in connection with the Bonds. "Owners" shall mean the registered holders and, if not the same, the beneficial owners of any Bonds. 11 -6 "Participating Underwnter" shall mean any of the original underwriters of the Bonds required to comply with the Rule in connection with offenng of the Bonds "Repository" shall mean each National Repository and each State Depository. "Resolution" shall mean the resolution or resolutions adopted by the Governing Body of the Issuer providing for, and authorizing the issuance of, the Bonds. "Rule" shall mean Rule 15c2- 12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time or interpreted by the Securities and Exchange Commission "State" shall mean the State of Minnesota. "State Depository" shall mean any public or private repository or entity designated by the State as a state depository for the purpose of the Rule. As of the date of this Disclosure Undertaking, there is no State Depository in Minnesota. SECTION 3. Provision of Annual Reports. A. Beginning in connection with the Fiscal Year ending on December 31, 2005, the Issuer shall, or shall cause the Dissemination Agent to, as soon as available, but in any event not later than December 31, 2006, and by December 31 of each year thereafter, provide to each Repository an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Undertaking. B. If the Issuer is unable to provide to the Repositories an Annual Report by the date required in subsection A, the Issuer shall send a notice of such delay and estimated date of delivery to each Repository or to the MSRB and to the State Depository, if any. C. Any filing under this Disclosure Undertaking may be made solely by transmitting such filing to the Texas Municipal Advisory Council (the "MAC as provided at http: /www disclosureusa.ore unless the United States Securities and Exchange Commission has withdrawn the interpretive advice in its letter to the MAC dated September 7, 2004. SECTION 4. Content and Format of Annual Reports. The Issuer's Annual Report shall contain or incorporate by reference the financial information and operating data pertaining to the Issuer listed below as of the end of the preceding Fiscal Year The Annual Report may be submitted to each Repository as a single document or as separate documents comprising a package, and may cross reference other information as provided in this Disclosure Undertaking. The following financial information and operating data shall be supplied: A. An update of the type of information contained m the Official Statement under the caption CITY PROPERTY VALUES, CITY INDEBTEDNESS; and CITY TAX RATES, LEVIES AND COLLECTIONS; B. Audited Financial Statements of the Issuer the Audited-Financial Statements of the Issuer may be submitted to each Repository separately from the balance of the 11 -7 Annual Report. In the event Audited Financial Statements of the Issuer are not available on or before the date for filing the Annual Report with the appropriate Repositories as set forth in Section 3.A. above, unaudited financial statements shall be provided as part of the Annual Report. The accounting principles pursuant to which the financial statements will be prepared will be pursuant to generally accepted accounting principles promulgated by the Financial Accountmg Standards Board, as such principles are modified by the governmental accounting standards promulgated by the Government Accounting Standards Board, as in effect from time to time If Audited Financial Statements are not provided because they are not available on or before the date for filing the Annual Report, the Issuer shall promptly provide them to the Repositones when available. SECTION 5. Reporting of Significant Events. A. This Section 5 shall govern the giving of notices of the occurrence of any of the following events with respect to the Bonds, if material' (1) principal and interest payment delinquency; (2) non- payment related defaults; (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 or events affecting the tax- exempt status of the security; (7) modifications to rights of security holders; (8) Bond calls; (9) defeasances; (10) release, substitution or sale of property securing repayment of the Bonds; and (11) rating changes. B. Whenever an event listed in Section 5.A. above has occurred, the Issuer shall as soon as possible determine if such event would constitute matenal information for Owners of Bonds. If knowledge of the Occurrence would be material, the Issuer shall promptly file a notice of such Occurrence with each National Repository or the MSRB and with the State Depository, if any. C. The Issuer agrees to provide or cause to be provided, in a timely manner, to each National Repository or the MSRB and to the State Depository, if any, notice of a failure by the Issuer to provide the Annual Reports descnbed in Section 4. SECTION 6. Termination of Reporting, Obligation. The Issuer's obligations under this Disclosure Undertaking shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. SECTION 7. Dissemination Agent The Issuer may, from time to time, appoint or gage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Undertaking, and may discharge any such Agent, with or without appointing a successor Dissemination Agent. 11 -8 SECTION 8. Amendment Waiver. Notwithstanding any other provision of this Disclosure Undertaking, the Issuer may amend this Disclosure Undertaking, and any provision of this Disclosure Undertaking may be waived, if (a) a change in law or change in the ordinary business or operation of the Issuer has occurred, (b) such amendment or waiver would not, in and of itself, cause the undertakings herein to violate the Rule if such amendment or waiver had been effective on the date hereof but taking into account any subsequent change in or official interpretation of the Rule, and (c) such amendment or waiver is supported by an opinion of counsel expert in federal secunties laws to the effect that such amendment or waiver would not materially impair the interests of Owners. SECTION 9 Additional Information. Nothing in this Disclosure Undertaking shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Undertaking or any other means of communication, or including any other information in any Annual Report or notice of an Occurrence, in addition to that which is required by this Disclosure Undertaking. If the Issuer chooses to include any information in any Annual Report or notice of an Occurrence in addition to that which is specifically required by this Disclosure Undertaking, the Issuer shall have no obligation under this Disclosure Undertaking to update such information or include it in any future Annual Report or notice of an Occurrence. SECTION 10 Default. In the event of a failure of the Issuer to provide information required by this Disclosure Undertaking, any Owner may take such actions as may be necessary and appropnate, including seeking mandamus or specific performance by court order, to cause the Issuer to comply with its obligations to provide information under this Disclosure Undertaking. A default under this Disclosure Undertaking shall not be deemed an Event of Default under the Resolution, and the sole remedy under this Disclosure Undertaking in the event of any failure of the Issuer to comply with this Disclosure Undertaking shall be an action to compel performance. SECTION 11. Beneficiaries This Disclosure Undertaking shall inure solely to the benefit of the Issuer, the Participating Underwriters and Owners from time to time of the Bonds, and shall create no nghts in any other person or entity. SECTION 12. Reserved Rights The Issuer reserves the right to discontinue providing any information required under the Rule if a final determination should be made by a court of competent junsdiction that the Rule is invalid or othenvise unlawful or, subject to the provisions of Section 8 hereof, to modify the undertaking under this Disclosure Undertaking if the Issuer determines that such modification is required by the Rule or by a court of competent jurisdiction. Date 2006 By Its By Its 11 -9 CITY OF ROSEMOUNT, MINNESOTA EXHIBIT A List of Nationally Recognized Municipal Securities Information Repositories Bloomberg Municipal Repository 100 Business Park Dnve Skillman, NJ 08558 Phone: 609 279 -3225 Fax: 609 279 -5962 Email Munis(Bloomberz.com http: /www.bloomben comimarkets /municipal contactinfo.html DPC Data Inc. One Executive Drive Fort Lee, NJ 07024 Phone 201 346 -0701 Fax: 201- 947 -0107 Email: nrmsirna dpcdata.com http://www.dpcdata.com FT Interactive Data Attnr NRMSIR 100 William Street, 15 Floor New York, NY 10038 Phone: 212-771-6999; 800-689-8466 Fax 212 771 -7390 Email. NRMSWP,interactivedata corn httpi /www.ftid.com Standard Poor's Securities Evaluations, Inc. 55 Water Street 45th Floor New York, NY 10041 Phone 212 -438 -4595 Fax: 212 -438 -3975 Email: NRMSIR repositoryna sandp.com www.ukenny com/jjkennvipser descnp data rep.html This list is current as of the date of issuance of the Bonds. 11 -10 SUMMARY OF TAX LEVIES, PAYMENT PROVISIONS, AND MINNESOTA REAL PROPERTY VALUATION (effective through payable 2006 with 2005 Legislative changes incorporated) Property Valuations (Chapter 273, Minnesota Statutes) APPENDIX III Following is a summary of certain statutory provisions effective through payable 2006 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 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." Limitation of Market Value Increases Minn Stat Sec. 273.11, Subdivision la, was amended in 2005. For assessment years 2005 and 2006, the amount of the increase shall not exceed the greater of (1) 15% of the value in the preceding assessment, or (2) 25% of the difference between the current assessment and the preceding assessment. For assessment year 2007, the amount of the increase shall not exceed the greater of (1) 15% of the value in the preceding assessment, or (2) 33% of the difference between the current assessment and the preceding assessment. For assessment year 2008, the amount of increase shall not exceed the greater of (1) 15% of the value in the preceding assessment or (2) 50% of the difference between the current assessment and the preceding assessment. 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. Property taxes are determined by multiplying the Net Tax Capacity by the tax capacity rate, expressed as a percentage. 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, 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 clerk of court 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 circuit breaker credit, which relates property taxes to income and provides relief on a sliding income scale, and targeted tax relief, which is aimed pnmarily 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. 111-2 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. 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 percapitd, is emptoyedin determining pruportrorrof the nettax capacity value m Lf le area= wide tax base shall be distributed back to each assessment district III -3 STATUTORY FORMULAE: CONVERSION OF ESTIMATED MARKET VALUE (EMV) TO NET TAX CAPACITY FOR MAJOR PROPERTY CLASSIFICATIONS Local Tax Local Tax Local Tax Local Tax Local Tax Payable Payable Payable Payable Payable Property Type 2002 2003 2004 2005 2006 Residential Homestead Up to $500,000 1 000% 1.000% 1.000% 1.000% L000% Over $500,000 1 250% 1.250% 1.250% 1.250% 1.250% Residential Non homestead Single Unit Up to $500,000 1.000% 1.000% 1.000% 1.000% 1.000% Over $500,000 1 250% 1.250% 1 250% 1 250% 1.250% 2 -3 unit and undeveloped land 1 500% 1.250% 1 250% 1 250% 1.250% Market Rate Apartments Regular 1 800% 1 500% 1.250% 1.250% 1.250% Small City 1 800% 1 500% 1 250% 1.250% 1.250% Low Income 0 900 1.000% 0.750 Commercial /Industrial /Public Utility Up to $150,000 1 500% 1.500% 1.500% 1.500% 1.500% Over $150,000 2 000% 2 000% 2 000% 2 000% 2000% Electric Generation Machinery 2 000% 2.000% 2 000% 2 000% 2.000% Seasonal Recreational Commercial Homestead Resorts (1c) Up to $500,000 1 000% 1.000% 1.000% 1 000% 0.550% $500,000 $2,200,000 1 250% 1.250% 1 250% 1 250% 1.000% Over $2,200,000 1 250% 1.250% 1 250% 1.250% 1.250% Seasonal Resorts (4c) Up to $500,000 1.000% 1.000% 1.000% 1 000% 1.000% Over $500,000 1.250% 1.250% 1.250% 1 250% 1.250% Seasonal Recreational Residential Up to $500,000 1 000 1.000 1.000 1.000 1 000 Over $500,000 1 250 1.250% 1.250 1.250 1.250 Disabled Homestead 0 4 50% 0 450% 0 450% 0 450% 0.450% Agricultural Land Buildings Homestead Up to $600,000 0 550 0 550 0.550 0.550 0 550% Over $600,000 1 000 1.000 1.000 1.000 1 000% Non homestead 1 000 1 000 1.000 1.000 1 000 1 Rate increased to 1% in pay 2003 classification abolished for pay 2004 and pay 2005, and re- established at a rate of 0 75% in pay 2006 and thereafter 2 Exempt from referendum market value tax 111-4 EXCERPT OF 2004 ANNUAL FINANCIAL STATEMENTS APPENDIX IV The City's financial statements are audited annually by an independent certified public accounting firm in conformance with generally accepted accounting principles. Selected audited financial statements for the fiscal year ending December 31, 2004 are presented here. Governmental funds and expendable trust funds are accounted for using the modified accrual basis of accounting. Proprietary funds are accounted for using the accrual basis of accounting. The reader should be aware that the complete financial statements may contain additional data relating to the information presented here, which may interpret, explain or modify et. The Governmental Accounting Standards Board (GASB) issued Statement 34, Basic Financial Statements for State and Local Governments in June 1999. The statement establishes a new financial reporting model for state and local governments and is a significant change in public sector accounting GASB developed the new requirements to make annual reports more comprehensive and easier to understand and use. The new requirements include government wide financial statements prepared on the full accrual basis that are in addition to, not instead of, the traditional Fund -Based statements, and an expanded Budget Comparison that includes the adopted budget, final budget, and actual revenues and expenditures The City's 2004 financial statements are prepared in conformance with GASB principles. The City's comprehensive annual financial report for the year ended 2003 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 has received this recognition annually since 1996 and has submitted its 2004 CAFR to GFOA for consideration. IV -1 VirchowKrause 8(companv INDEPENDENT AUDITORS' REPORT To The Honorable Mayor and Members of the City Council City of Rosemount, Minnesota We have audited the accompanying financial statements of the governmental activities, the business -type activities, each major fund, and the aggregate remaining fund information of the City of Rosemount, Minnesota, as of and for the year ended December 31, 2004, which collectively comprise the City's basic financial statements as listed in the table of contents These financial statements are the responsibility of the City of Rosemount's management. Our responsibility is to express opinions on these financial statements based on our audit. The prior year summarized comparative information has been derived from the City's 2003 financial statements and, in our report date March 12, 2004, we expressed unqualified opinions on the respective financial statements of the governmental activities, the business -type activities, the aggregate discretely presented component units, each major fund, and the aggregate remaining fund information We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation We believe that our audit provides a reasonable basis for our opinions. In our opinion, the financial statements referred to above present fairly, in alt material respects, the respective financial position of the governmental activities, the business -type activities, each major fund, and the aggregate remaining fund information of the City of Rosemount, Minnesota, as of December 31, 2004, and the respective changes in financial position and cash flows, where applicable, thereof for the year then ended in conformity with accounting principles generally accepted in the United States of America The management's discussion and analysis on pages 2 through 10 and the budgetary comparison schedules on pages 55 through 57 are not required parts of the basic financial statements, but are supplementary information required by the Governmental Accounting Standards Board We have applied certain limited procedures, which consisted principally of inquiries of management regarding the methods of measurement and presentation of the required supplementary information However, we did not audit the information and express no opinion on it. The Rosemount Port Authority, previously reported as a discreetly presented component unit, has been presented as a blended component unit. Our audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise the City of Rosemount's basic financial statements The introductory section, combining anc indiviaual fund statements and schedules, and statistical tables, as listed in the table of contents, are presented for purposes of additional analysis and are not a required part of the basic financial statements. The combining and individual fund statements and schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole The introductory section and statistical tables have not been subjected to the auditing procedures applied in the audit of the basic financial statements and, accordingly, we express no opinion on them. Munreapulis, Minnesota March 18, 2005 Lt iassa IV -2 ASSETS Cash and investments Receivables (net of allowance for uncollectibles) Taxes Delinquent taxes Accounts Loans Special assessments Due from other governmental units Internal balances Prepaid items Capital assets: Land Construction in progress Land improvements Buildings Machinery and equipment Infrastructure Less: accumulated depreciation Total Assets LIABILITIES Accounts payable Accrued payroll and payroll taxes Other accrued liabilities and deposits Noncurrent liabilities. Due within one year Due in more than one year Total Liabilities NET ASSETS Invested in capital assets, net of related debt Restricted Unrestricted Total Net Assets CITY OF ROSEMOUNT STATEMENT OF NET ASSETS December 31, 2004 (With Comparative Totals for December 31, 2003) Govemmental Activities Business Type Activities 24,326,440 18,375,608 593,875 113,870 90,016 756,141 578,597 3,480,742 487,585 123,486 57,217 (519,059) 519,059 84,157 67,427 4,392,454 1,609,237 2,891,251 8,247,046 959,852 9,938,567 6,144,727 6,763,400 1,661,116 25,509,800 90,484,043 (12,191,224) (31,903,013) 67,136,224 96,506,193 2004 2003 42,702,048 593,875 113,870 846,157 578,597 3,968,327 180.703 151,584 6,001,691 11,138,297 959,852 16,083,294 8,424,516 115,993,843 (44,094,237) 163,642,417 Totals 37,786,731 531,873 106,839 732,576 618,431 5,465,761 56,064 159,717 3,974,730 14,025,023 936,547 15,987,784 8,333,974 104,394,537 (41,472,005) 151,638,582 1,426,225 57,798 1,484,023 1,433,305 141,392 141,392 95,111 254,853 140,920 395,773 582,710 3,503,914 735,000 4,238,914 3,786,063 18,291,089 5,799,166 24,090,255 28,079,169 23,617,473 6,732,884 30,350,357 33,976,358 17,030,985 69,812,374 86,843,359 82,170,804 6,910,541 6,910,541 7,531,705 26,487,766 13,050,394 39,538,160 27,959,715 43,518,751 89,773,309 133,292,060 117,662,224 See accompanying notes to financial statements. IV -3 0 0 0 N O N a d• n 0 .0 0 0 0 0 0 N .r 0 N 0 0 0 P r o r m M n 0 m r N O 0 P 0 0 O Vi .1- O Y 0 0 d N CO P N N N O O P 0 0 O P 0 N CO 0 0 CO 0 r N 11 A M N N O N r N 0 O 0 0 CO 0 0 o N 0 N 0 o 0 0 Cl 0 0 0 0 4, q 0 I0 0 0 CO 0 0 in 0 0 r CV O O. 0 0 0 P 0 N O 0 0 7t 0 R P CO 0 N N 0 0 0 E n n n 0 14 0 N 10 0 N CV 0 CO N N O N. o O CO CO e O 00a on N 0 CO CO O 0 0 0 0 0 O 0 0 0 O 0 P b 0 N 0 c O 0 m 0 0 0 0 0 0 O 0 b co 0 O 0 a O 0 CO 0 N 0 0 CO 0 CO n IV-4 CO CIO r N 0 0 n 0 0 m 0 0 0 P 0 0 0 0 0 CO 0 d v N 0 CV 0 no 0 0 cn to 0 0 Pn Vp iV o m O O CO q 0 O 0 7 N rr 0 0 0 n r r 0 N N 0 0 4.0 0.4 P O 0 I 0 P 8N O N 0' CO 0 N 0. 0 CO Of 7 N 0I 03 6 NI O r r- r CO CV N 0 P O 0 r. 0 1, 0 lV O P 9 0 P r w o 0 N 0 e 0 P r- 0 O• r 0 0 O N 0 N 0 0 P P 1 CO CO 0 I m a 0 v i vi n 0 F 0 0 0 N N 0 Of N 0 0 0 CO 7 0 0 0 0 0 m n 0 0 0 0 0) CO K n 0 0 ASSETS Cash and investments Receivables: Taxes Accounts Loans Special assessments Delinquent special assessments Due from other govemmental units Due from other funds Prepaid items Total assets LIABILITIES AND FUND BALANCES Liabilities: Accounts payable Accrued payroll and payroll taxes Due to other funds Deposits payable Contracts payable Deferred revenue Advances from other funds Total liabilities Fund balances Reserved for: Debt service Encumbrances Prepaid items Unreserved and designated, reported in General fund Capital protects Special projects Unreserved and undesignated (deficit), reported in General fund Special revenue funds Total fund balances Total I:abrhties and fund balances CITY OF ROSEMOUNT BALANCE SHEET GOVERNMENTAL FUNDS December 31, 2004 General 5,419,678 9,441,517 586,594 59,901 88,735 580 8,316 297 30,048 6,194,149 12,764,900 270,899 141,392 31,450 271,660 715,401 3,256,227 1,058,820 503,524 30,048 4,931,177 13,999 NET ASSETS OF GOVERNMENTAL ACTIVITIES See accompanying notes to financial statements IV -5 Other Total Governmental Govemmental Debt Service Capital Projects Funds Funds 3,220,802 102,581 3,256,227 9,508,673 3,656,520 5,226,790 7,281 20,987 578,597 171,205 10,709 115,170 335 3,771,690 6,015,904 557,558 501,262 2,712,870 1,630,159 335 3,117,074 (92,969) 5,478,748 9,508,673 2,712,870 4,654,599 6,194,149 12,764,900 3,771,690 6,015,904 Amounts reported for governmental activities in the statement of net assets are different because Capital assets used in governmental funds are not financial resources and, therefore, are not reported in the funds. Some receivables that are not currently available are reported as deferred revenue in the fund financial statements but are recognized as revenue when earned in the government -wide statements Internal service funds are reported in the statement of net assets as governmental activities Some liabilities, including long -term debt, are not due and payable in the current penod and, therefore, are not reported in the funds. See Note IIA 23,744,505 593,875 80,888 578,597 3,480,742 113,870 123,486 297 30,383 28,746,643 82,643 911,100 141,392 297 297 31,450 501 262 759,306 4,287,193 519,059 519,059 1,361,305 6,391,753 9,508,673 2,133,683 30,383 4,931,177 2,712,870 3,117,074 13,999 (92,969) 22,354,890 38,264,100 4,287,193 630,973 (22,018,405) 43,518,751 CITY OF ROSEMOUNT STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES GOVERNMENTAL FUNDS For the Year Ended December 31, 2004 Other Total Governmental Govemmental General Debt Service Capital Projects Funds Funds REVENUES Taxes 5,136,759 1,437,546 1,536,653 8,110,958 Intergovernmental 218,832 1,710,697 54,209 1,983,738 Public charges for services 1,473,581 1,324,616 2,798,197 Licenses and permits 1,295,164 1,295,164 Fines and forfeitures 96,902 2,045 98,947 Special assessments 41,183 1,077.740 330,900 140,203 1,590,026 Investment income and miscellaneous 214,120 172,040 8 073.381 85,422 8,544,963 Total Revenues 8,476,541 2,689,371 10,114,978 3,141,103 24,421,993 EXPENDITURES Current: General government Public safety Public works Parks and recreation Capital outlay Debt service: Principal retirement Interest and fiscal charges Total Expenditures 1,880,941 17,798 1,896,739 2,233,232 1,135 2,234,367 2,037,603 12,661 572,841 2,623,105 980,841 980,841 11,820,615 648,871 12,469,486 7,132,617 IV e 2,760,000 913,131 3,673,131 Excess (deficiency) of revenues over (under) expenditures 1,343,924 (983,760) (1,718,298) 1,579,859 221,725 OTHER FINANCING SOURCES (USES) Sale of capital assets 6,350 6,350 Transfers in 11,677 932,199 1,987,884 683,509 3,615,269 Transfers out (590,000) (527,348) (953,594) (2,070,942) Total Other Financing Sources (Uses) (578,323) 932,199 1,460,536 (263,735) 1,550,677 Net Change in Fund Balance 765,601 (51,561) (257,762) 1,316,124 1,772,402 11,833,276 251,929 3,011,929 68,67D 981.801 1,561,244 24,200,268 FUND BALANCES Beginning 4,713,147 9,560,234 2,970,632 3,338,475 20,582,488 FUND BALANCES ENDING 5,478,748 9,508,673 2,712,870 4,654,599 22,354,890 See accompanying notes to financial statements. CITY OF ROSEMOUNT RECONCILIATION OF THE STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES OF GOVERNMENTAL FUNDS TO THE STATEMENT OF ACTIVITIES For the Year Ended December 31, 2004 Net change in fund balances total governmental funds 1,772,402 Amounts reported for govemmental activities in the statement of activities are different because: Governmental funds report capital outlays as expenditures However, in the statement of net assets the cost of these assets is capitalized and they are depreciated over their estimated useful lives with depreciation expense reported in the statement of activities. Capital outlay is reported as an expenditure in the fund financial statements but is capitalized in the government -wide financial statements Less: Some items reported as capital outlay but not capitalized Some items reported as capital outlay in the fund statements but are shown as transfers in the government -wide statements Depreciation is reported in the government -wide statements In the statement of activities, only the gain or loss ($110,586) on the disposal of capital assets is reported In the fund financial statements, proceeds from the sale of capital assets ($6,350) are reported because the proceeds increase financial resources Internal service funds are reported in the statement of activities. Receivables not currently available are reported as deferred revenue in the fund financial statements but are recognized as revenue when earned in the government -wide financial statements Repayment of debt principal is an expenditure in the govemmental funds, but the repayment reduces long term liabilities in the statement of net assets This is the amount of principal payments paid Some expenses in the statement of activities do not require the use of current financial resources and, therefore, are not reported as expenditures in the governmental funds. This is the change in the following liabilities Compensated absences Accrued interest on debt CHANGE IN NET ASSETS OF GOVERNMENTAL ACTIVITIES See accompanying notes to financial statements. IV -7 12,469,488 (2,495,361) (6,631,615) (1,235,075) (104,236) 21,695 (1,014,641) 3,011,929 (65,106) 178 844 5,908,324 CITY OF ROSEMOUNT STATEMENT OF NET ASSETS PROPRIETARY FUNDS December 31, 2004 Business -Type Activities Enterprise Funds Storm Non -major Water Sewer Water Arena ASSETS Current assets Cash and investments 7,056,853 5,880,026 5434,406 4 323 18,375,608 581,935 Customer accounts receivable 324,440 282,626 149,075 756,141 9,128 Special assessments receivable 84,897 254,403 148 285 487 585 Due from other governments 57,217 57,217 Prepaid items 6,307 56,064 2,534 2,522 67,427 53,774 Total current assets 7,472,497 6,473,119 5,734,300 64,062 19,743,978 644,837 Non current assets: Advance to other funds 618,046 618,046 Property and equipment Land 515,101 1,094,136 1,609,237 Buildings 2,619,393 263,014 862,420 2,399,900 6,144,727 Mains and lines 8,502,571 6,490,469 10,247,767 25,240,807 Other improvements 15,709,459 36,983,749 12,550,028 65,243,236 Machinery and equipment 973,863 449,675 142,980 94,598 1,661,116 Construction in progress 2,742,387 1,443,443 4.061,216 8,247,046 Less accumulated depreciation (7,464,495) (20,339,041) (3,565,761) (533,716) (31,903,013) Net property and equipment 23.598.279 25,291,309 25,392,786 1,960,782 76,243,156 Total non -current assets 23,598,279 25,909,355 25,392,786 1,960,782 76 861 202 Total Assets 31,070,776 32,382,474 31,127,086 2,024,844 96,605,180 644,837 LIABILITIES Current liabilities Accounts payable 32,949 9,693 8,678 6,478 57,798 13,864 Accrued liabilities 10,655 9,059 3,422 4,684 27 820 Accrued interest 37,419 75,681 113,100 Current portion of long term debt 380,000 355,000 735,000 Total current liabilities 461,023 18,752 442,781 11,162 933.718 13,864 Noncurrent liabilities Accrued compensated absences 38,545 38,545 12,788 13,506 103,384 General obligation debt 1,999,066 3,696,716 5,695,782 Advances from other funds 98,987 98,987 Total noncurrent liabilities 2,136,598 36,545 3,709,504 13,506 5,898,153 Total Liabilities 2,597,621 5 4, 24,668 6,831,871 13,864 NET ASSETS Invested in capital assets, net of related debt 21,219,213 25,291,309 21,341,070 1,960,782 69,812,374 Restricted for debt service 2,395 003 435,541 4,080,000 6,910,541 Unrestricted 4 858,942 6,598,327 1.553 731 39,394 13,050,394 630.973 TOTAL NET ASSETS 28,473,155 32,325,177 26,974,801 2,000,176 69,773,309 630,973 See accompanying notes to financial statements. IV -8 Total Governmental Activities Internal Service Fund OPERATING REVENUES Charges for services 1,004,057 1,124,398 601,737 337,912 3,058,104 Water meters 185,083 185,083 Mrscellaneous 1,149 77 1,226 34,443 Total Operating Revenues 1,189,140 1,125,547 601,814 337,912 3,254,413 34,443 OPERATING EXPENSES Personnel services 333,668 340,086 127,819 159,098 960,671 Supplies 275,499 28,597 2,349 36,430 342,875 77 Professional services and charges 79,878 28,048 40,940 8,397 157,263 26,957 Other services and charges 486,043 71,844 28,847 133,311 720,045 215,156 Metro sewer charges 545,452 546,452 Depreciation 487,874 682,981 347.928 54,334 1.573.117 Total Operating Expenses 1.662,952 1,698.008 547,883 391 570 4,300,423 242,190 Operating Income (Loss) NONOPERATING REVENUES (EXPENSES) Connection fees 1,957,729 951,911 Taxes Special assessments 75,140 62,940 115,760 253,840 Investment income 138,665 194,360 113,785 212 447 0221 Net increase (decrease) in fair value of investment (8,850) 2,015 119 (6,716) Loss from disposal of fixed assets (270) (82) (352) Surcharges and pena)ties 214,297 11,786 4,432 230,515 Interest expense and fiscal agent fees (100,338) (5 190) (189518) (295,045) Total Nonoperating Revenues 2,276,373 1,217,740 1,177,515 212 4,671,840 Income (loss) before contnbutions and transfers Capital contributions Transfers in Transfers out Change in Net Assets TOTAL NET ASSETS Beginning TOTAL NET ASSETS ENDING CITY OF ROSEMOUNT STATEMENT OF REVENUES, EXPENSES AND CHANGES IN FUND NET ASSETS PROPRIETARY FUNDS For the Year Ended December 31, 200 Business -Type Activities Enterprrse Funds Governmental Act,v,Les Storm Non major Internal Service Water Sewer Water Arena Total Funds (473,822) (572,461) 53,931 (53,658) (1,046,010) (207.747) 1,132,937 1,802,551 645,279 1,231,446 (53,446) 3,625,830 21,695 1,047,011 2,187,862 4,405,136 7,640,009 64,000 64,000 (459,495) (162,263) (972 059) (14,500) (1,608,327) 2,390,067 2,670,878 4,728,513 (67,946) 9,721,512 21,695 26,083,088 29,654.299 22 246,288 2,068,122 80,051,797 609,278 28,473,155 32,325 177 25,974,801 2,000 176 89.773,309 630,973 See accompanying notes to financial statements IV -9 4,042,577 225,000 4,442 229,442 CASH FLOWS FROM INVESTING ACTIVITIES Westmont income Net Cash Flows From Investing AcMees CASH FLOWS FROM CAPITAL AND RELATED FINANCING ACTIVITIES Debt rebred Capdal advances to other funds Interest peal Capital con nbubons Acquisition and corlstruchon of capdal assets Net Cash Flows Used by Capital and Net Increase (Decrease) in Cash and Cash Egamlens CASH AND CASH EQUIVALENTS Beginning of Year Non-cash capital, investing financing activities: CITY OF ROSEMOUNT STATEMENT OF CASH FLOWS PROPRIETARY FUNDS For the Year Ended Dxet trm 31, 2004 Governmental Activities Waler Sewer Storm Na major Internal Utility teddy Water Arena Total Serrtce Funds CASH FLOWS FROM OPERATING ACTIVITIES Cash received from customers 3.366280 2,147.071 1,848.823 326,326 7,688,500 26.973 Cash paid to suppliers for goods and servrxs (1.027,600) (747,751) (103,675) (202,305) (2,081,331) (227,198) Cash pad Wempbyees forsmvrces (270,354) (276.688) (101.923) (131,661) (785,626 Net Cash Flows From (Used by) Operating Activities 2,068,326 1 122,632 1.643 225 (7,840) 4.826 343 (200 225) CASH FLOWS FROM NONCAPITAL FINANCING ACTIVITIES Property taxes 225,000 Transfers from other funds (14,500) (14500) Net Cash Flows From (Used by) Noncaptal Fnaling Acbwties (14 500) (14 500) 225 000 129 815 196 375 113,904 212 440,306 129,815 196,375 113,904 212 440.306 (260,000) (4,811) (265,138) (104,180) (5,190) 799.280 2246 787 (1 530,050) (2 443 147) Related Fnancing Acbvmes (1,099,761) (466668) (1.367.569) (2.954,015) 1.098,380 852,319 369.560 (22,128) 2.298 131 29217 5.958,473 5,027707 5,064,846 26,451 16,077,477 552718 CASH AND CASH EQUIVALENTS END OF YEAR 7 056 853 5 880 026 5 434 406 S 4,323 18 375.608 581,935 RECONCILIATION OF OPERATING INCOME TO NET CASH FLOWS FROM OPERATING ACTIVITIES Operating income (loss) (473822) S (572461) 53.931 (53.656) S (1.046510) (207,747) Non-operating income 2.246 896 1 026,555 1.253 129 Adjustments to Reconcile Operating Income to Net Cash Flows From Operating Activities Noncash nems included in income Deprecation 487 ,874 682.981 347.927 54,334 1,573,116 Change in assets and habihbes Accounts receivable (69 756) (5,031) (5120) (85907) (7,470) Due from other governments (11586) (11586) Due from other funds Prepayments 743 (5,698) 314 855 (3.786) 13,873 Accounts payable (125556) (6,669) (6,282) 712 (135795) 1,119 Deposits 865 865 Accrued lobelias 2082 2 955 326 1.503 6.856 NET CASH FLOWS FROM (USED BY) OPERATING ACTIVITIES 2 068 326 1.122 632 1.643.225 (7,840) 4.826 343 (200225) The Water Utility received contributed plant of S213,475 during the year The Sewer Utility received contributed psnt of $15.546 dung the year The Storm Water Utility received contributed plant of $100,950 dunng the year See accompanying notes to financial statements IV -10 Business -Type Actrvrtit Enterprise Funds (340,000) (190.214) 4,265,886 (5 123.241) (600,000) (269,949) (299,584) 7,311,953 (9,096,436) 4 442 4,442 ASSETS Cash and investments LIABILITIES Due to M.A.A.G. CITY OF ROSEMOUNT STATEMENT OF NET ASSETS FIDUCIARY FUNDS December 31, 2004 NET ASSETS See accompanying notes to financial statements. IV -11 M.A.A.G. Agency Fund 14,566 14,566 CITY OF ROSEMOUNT INDEX TO NOTES TO FINANCIAL STATEMENTS December 31, 2004 NOTE Page I. Summary of Significant Accounting Policies 22 A. Reporting Entity 22 B. Government -Wide and Fund Financial Statements 23 C. Measurement Focus, Basis of Accounting, and Financial Statement Presentation 25 D. Prior Period Information 27 E. Assets, Liabilities, and Net Assets or Equity 28 1. Deposits and Investments 28 2. Receivables 28 3. Inventories and Prepaid Items 29 4. Capital Assets 30 5. Other Assets 31 6. Compensated Absences 31 7. Long -Term Obligations /Conduit Debt 32 8. Claims and Judgments 32 9. Equity Classifications 33 10. Comparative Data /Reclassifications 33 II. Reconciliation of Government -Wide and Fund Financial Statements 34 A Explanation of Certain Differences Between the Governmental Fund Balance Sheet and the Statement of Net Assets 34 III. Stewardship, Compliance, and Accountability 34 A. Budgetary Information 34 B. Excess Expenditures Over Appropriations 35 C. Deficit Balances 35 IV. Detailed Notes on All Funds 35 A Deposits and Investments 35 B. Receivables 37 C Capital Assets 38 D. lnterfund Rece vables /Payables and Transfers 40 E Long -Term Obligations 43 F. Lease Disclosures 46 G. Net Assets /Fund Balances 46 V. Other Information 49 A Employees' Retirement System 49 B. Risk Management 53 C. Commitments and Contingencies 54 IV -12 01 I- Z z 2 t 7 o 2 Ti �8, co _m o 0 0 K z; 0 Is. o Z o 0 0 0 z OO o f 1-' V U o w a 0 O i z 0 b 0 z Z m z z 1- w 2 2 =R w W Q O o C 11. o z O LE 0 r- r V w 0 0 z 0 0 2 IV-1 3 z z z w 2 3 Q o f mr w 4n O 5 6 C za LL Z E O LLm 0 F Y U w 0 O a m m G IV -14 0 Z r W w 2 0 N n 0) <e C zm LL z m O LLc 00 r U N w O z 0 0 C 0 m 0 m r E m t c 3 Et 0 qcE n E re g <m m c ai Eli a c°Nmo ma Eton i 0 `w c i m o E m o E 0 a_ 152.2t c i oin yoo wE m "E Ec c LL (9o,amo u0 rvpm_ E a C N C q F m C m U j C j m m C F_ m m Em d o D ti_ N O d y a d m C 'n° o o y E m o E m e E `m E o° m o m c 8.0. m o U U 0 m o E m m 0 S m m `m o m c° E2-E- U O O .2 p E C 1,' Q El O m C V_ E m Sena 0Ec_ c °Ea o E E o a° m__ a 0 E a o° o z C d 0 N =6mE x C 2. f a. 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L U 0 IV -23 0 ooe 0 0 C 0 0 z w 1-o NN O `W z oa w O z 2 f 1- 0-01 yN 6` 3 Z q 00 0) w 0 Z 0 O_ 0 C Q 0 z 0 p fig Taf E O. 11 0 0 0 t O 9 O Ty 0 v m 00 mg n n 8 g Z m m a nE O L c o 0 0 fl c 20-a- w m o 0 0 W E c W o w ¢z E2 OC O 0 0 0000000 0000000 Abe0v w o000 mm0 NNNNO_N=N 4- 00 1-00M 69 00000 00 00 000 vi Q m o n cn 0 IC 4 w e0N 0Nr 000000 00 00 0 0 0 !!111 EEEEEEEEEEEE X n X m- o X ry 0 0 0 enexnexaexe E QU: g aliEH H m 8 e r n w- av ry av 0 U <<0< f f IV -24 99 C C 2 O 0 3 O 0 tg V E m O 200 m 0 EUm .F0 0 0 7 C p 0 E m 0 F O 0 0 0 0 0 0= 0 m rc vE E EE E ID E E E EEEEEE 2t x X X X X o n e „1;; EIEE ggg 4. c :!f i7 0 2 O O o n on N N U N V) meeoymm 00/90000 N n o m 1- NO m N -25 0 g m 0 Cc o CO 0 0 e m SA N m E E o m r 5 E Ni_ 0 0 a N0 0)0 O m O O 00,00-m If N N N N N N N o CO :76S0 J W `Va> U -J C� L U m LL Q m m q f o a 0 0 K 9 a 0 0 x E E E O 0..1011- ez 2g 2t55 ye 12 2;C: la r, D 0 0LL z RK E ODK Q C n m U' tl2 O c 0_ o Ol 111 m p N Z E Z r gal N N J cm Cal M z 2 O `g f N N ILI 01 c- o a LL Z O LLg 1- 00 F U 0 Z CO r Z r Co 2 -0 W co J m Zn LL Z m O LL o0 r r 2 0 Z 0 K N w t7 T 0 0 0 N N CO CO CO mr tiP CI N O TA ID IV -26 F W W wog w a, a; O G` 12- Z o Z E O it Oo 2 0 z Z c'ar't c°m =no Edmam_mw E.-o m- mn “5-ti-o-512 J o 2 15 6 E T.1 m w m o m t C� m cog, C a15 .0 en n m m t c n m W m flu_ a m 'wy E- c -a° m mm -co Eep`oo q>ma LL_ m>-E m O L m° O m y O u O 0 C m 0 O o L m m c m a W m om a.. m G- L 02 J a m o E�oe+LLmo E `Ea mmm m ,-ommm nm m m 9 c m m E E o n u w J C c- L LL Tap m m m W- o°° m W E m o m J o m j U m J n a N 0; 3 w c -n Ea m m o 'm m•-LLw c m nE..2 m`me1 E re f o a m 'n- o m 2° m ti p y e 6 m E >ry O 0 •2 mm aLL Wry O� a wa -m a E n a c o o a- E m a n 2 m m e E m c a' m o n_, oo E a e',mn' cW m E m m Q_ LLVm m° jm T m L 71Lf IP Uavjm c t IV -27 Z f -P me am m N Z `m Z 2 E a 00 0 W Z a 0 0 O 6 0 0 0 0 0 E 6 0 LL 0 m E 0 3 a E 0 E 0 17:01C71 N m 0 W 0 mn V) 0 0 m0N v, n o m.- v-00 616E0 000 mmOf 0 a O o E m E D O mo am' Et fo 0 0 ag rag m `o c =2 Eg m 0 r m a IV -28 00 D A 2 0 0 o'm of 22 F a Zoo` 0=_ m 0 0 °c E foc 13- m 2 E E Em 0 E NO et ti om se cc Ss n F 0 K 00 0 0 0 L 0 m 0 Q L_ 9 0 0 0 Et m m c a of n U mm O 9 E n o_° O 0 0� t a a m L m .m.o m m :rnacEp_ m at o m- m m m rmn�_5 ��a cEm oc of m0 0 a <0 m 0 50 a 0 m U L p p m MTh! C. m m0 .5_- 000 m E nEcaa 0mm_ o m E o a E D N O m a c m_ m 2 GV=05 o a 000 000 m 0E MOO 0 =Emma w t m E3 o m m mc 0 0 e m 5-252 Z m 0 m EH C9 P m D q NNE "EO o.. w m j E m m 0 q acne, E52 _m Ea O0 0 0 0 °8E0 N E wE <n0mn?m NOTE V OTHER INFORMATION (cont.) C. COMMITMENTS AND CONTINGENCIES CITY OF ROSEMOUNT NOTES TO FINANCIAL STATEMENTS December 31, 2004 From time to time, the City is party to various pending claims and legal proceedings. Although the outcome of such matters cannot be forecasted with certainty, it is the opinion of management that the likelihood is remote that any such claims or proceedings will have a material adverse effect on the City's financial position or results of operations. The City has received federal and state grants for specific purposes that are subject to review and audit by the grantor agencies. Such audits could lead to requests for reimbursements to the grantor agency for expenditures disallowed under terms of the grants. Management believes such disallowances, if any, would be immaterial Funding for the operating budget of the City comes from many sources, including property taxes, grants and aids from other units of government, user fees, fines and permits, and other miscellaneous revenues. The State of Minnesota provides a variety of aid and grant programs which benefit the City. Those aid and grant programs are dependent on continued approval and funding by the Minnesota governor and legislature, through their budget processes. The State of Minnesota is currently experiencing budget problems, and is considering numerous alternatives including reducing aid to local governments. Any changes made by the State to funding or eligibility of local aid programs could have a significant impact on the future operating results of the City IV -29