HomeMy WebLinkAbout10.a. Accept Bids and Award Sale - G.O. Improvement Bonds, Series 2002ACITY OF ROSEMOUNT
EXECUTIVE SUMMARY FOR ACTION
CITY COUNCIL MEETING DATE: June 18, 2002
AGENDA ITEM: Accept Bids and Award Sale - G.O.
Improvement Bonds, Series 2002A
AGENDA SECTION:
Old Business
PREPARED BY: Jeff May, Finance Director
AGENDA
fitm
ATTACHMENTS: Resolution and Official Statement
APPROVED BY:
At 12:00 P.M. Tuesday, June 18, 2002, sealed bids for G.O. Improvement Bonds, Series 2002A, will
be opened and the results tabulated at the offices of Springsteds. A representative from Springsteds
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.
RECOMMENDED ACTION:
Motion to adopt a RESOLUTION ACCEPTING OFFER ON THE SALE OF $3,395,000 GENERAL
OBLIGATION IMPROVEMENT BONDS, SERIES 2002A, PROVIDING FOR THEIR ISSUANCE
AND LEVYING A TAX FOR THE PAYMENT THEREOF.
1«1011L[]1 W_T44 9 Lei i;A
CITY OF ROSEMOUNT
DAKOTA COUNTY, MINNESOTA
RESOLUTION 2002 -
RESOLUTION ACCEPTING OFFER ON THE
SALE OF $3,395,000 GENERAL OBLIGATION IMPROVEMENT
BONDS, SERIES 2002A, PROVIDING FOR THEIR ISSUANCE
AND LEVYING A TAX FOR THE PAYMENT THEREOF
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 $3,395,000 General
Obligation Improvement Bonds, Series 2002A (the "Bonds ") of the City, pursuant to Minnesota
Statutes, Chapters 429 and 475, to finance the construction of various improvements 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, it is in the best interests of the City that the Bonds be issued in book -entry form as
hereinafter provided; and
WHEREAS, the following offers were received, opened and recorded at the offices of
Springsted Incorporated at 12:00 noon, this same day:
Bidder Interest Rate Net Interest Cost
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Rosemount, Minnesota,
as follows:
L. Acceptance of Offer The offer of
(the 'Purchaser "), to purchase $3,395,000 General Obligation Improvement Bonds, Series
2002A 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.
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RESOLUTION 2002 -
2. Terms of Bonds
(a) Title; Original Issue Date; Denominations; Maturities; Term Bond Option The Bonds
shall be titled "General Obligation Improvement Bonds, Series 2002A ", shall be dated July 1,
2002, as the date of original 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 in any integral multiple thereof of a single maturity (the "Authorized Denomination ").
The Bonds shall mature on February 1 in the years and amounts as follows:
Year
Amount
Year
Amount
2004
$630,000
2009
$50,000
2005
$655,000
2010
$50,000
2006
$635,000
2011
$50,000
2007
$620,000
2012
$50,000
2008
$605,000
2013
$50,000
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
applicable Bond(s).
(b) Book Entry OnlySystem The Depository Trust Company, a limited 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 Period"), 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.
(ii) Upon initial issuance, ownership of the Bonds shall be registered in a bond register
maintained by U.S. Bank National Association in St. Paul, Mimlesota (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 ").
(iii) With respect to the Bonds neither the City nor the Bond Registrar shall have any
responsibility or obligation 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 in 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 delivery to any Participant, any Owner
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RESOLUTION 2002 -
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 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 valid and effective to fully satisfy and
discharge the City's obligations with respect to the principal of and premium, if any, and interest
on the Bonds to the extent of the sum or sums so paid.
(v) Upon delivery by the Depository to the Bond Registrar of written 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 policies referenced therein or applicable 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.
(viii) hn 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
14147490 3
RESOLUTION 2002 -
notice of such special record date not less than 15 calendar days in advance of such special
record date.
(ix) Any successor Bond Registrar in 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 lieu of surrendering the
Bonds for a Bond of a lesser denomination as provided in paragraph 5 hereof (with respect to
redemption), make a notation of the reduction in 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:
(i) 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 responsibilities with
respect thereto under applicable 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 determines that it is in
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.
(iii) Nothing in this subparagraph (c) shall limit 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 in 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
1414749vi 4
RESOLUTION 2002 -
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, 2003, 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
Year
2004
2005
2006
2007
2008
Interest
Rate
Maturity
Year
2009
2010
2011
2012
2013
Interest
Rate
5. Redemption All Bonds maturing in the years 2009 through 2013, both inclusive, shall be
subject to redemption and prepayment at the option of the City on February 1, 2008, and on any
date thereafter at a price of par plus accrued interest. Redemption may be in whole or in part of
the Bonds subject to prepayment. If redemption is in part, the City shall determine the maturities
and principal amounts within 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 registered holder of the Bonds.
To effect a partial redemption of Bonds having a common maturity 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 District 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 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 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
1414749vl
RESOLUTION 2002 -
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:
1414749v1 6
RESOLUTION 2002 -
UNITED STATES OF AMERICA
STATE OF MINNESOTA
DAKOTA COUNTY
CITY OF ROSEMOUNT
I�
INTEREST
RATE
GENERAL OBLIGATION IMPROVEMENT
BOND, SERIES 2002A
MATURITY DATE OF
DATE
REGISTERED OWNER: CEDE & CO.
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 earlier
redemption, and to pay interest thereon semiannually on February 1 and August 1 of each year
(each, an "Interest Payment Date "), commencing February 1, 2003, at the rate per annum
specified above (calculated on the basis of a 360 -day year of twelve 30 -day months) until the
principal 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 original 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 in 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 interest 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 prior to the Special Record Date. The principal of and
premium, if any, and interest on this Bond are payable in 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
ORIGINAL ISSUE
July 1, 2002
1414749v1 7
RESOLUTION 2002 -
provided in the Letter of Representations, as defined in the Resolution, 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.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET
FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE.
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things required by the
Constitution and laws of the State of Mimnesota 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 fonn, 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.
1414749v1 8
RESOLUTION 2002 -
Date of Registration
BOND REGISTRAR'S
CERTIFICATE OF AUTHENTICATION
This Bond is one of the
Bonds described in the
Resolution mentioned
Within.
U.S. Bank National Association
St. Paul, Minnesota
Bond Registrar
Authorized Signature
Registrable by: U.S. Bank National
Association
St. Paul, Minnesota
Payable at: U.S. Bank National
Association
St. Paul, Minnesota
CITY OF ROSEMOUNT,
DAKOTA COUNTY, MINNESOTA
/s/ Facsimile
Mayor
/s/ Facsimile
Clerk
1414749v1 9
RESOLUTION 2002 -
ON REVERSE OF BOND
Redemption All Bonds of this issue (the 'Bonds ") maturing in the years 2009 through 2013,
both inclusive, are subject to redemption and prepayment at the option of the Issuer on
February 1, 2009, and on any date thereafter at a price of par plus accrued interest. Redemption
may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, the City
shall determine the maturities and principal amount within 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 in 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 in 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 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.
Issuance; Purpose; General Obligation This Bond is one of an issue in the total principal
amount of $3,395,000, 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 June 18, 2002 (the "Resolution "), for the
purpose of providing funds to finance the costs of various improvement projects within the
jurisdiction of the Issuer. This Bond is payable out of the General Obligation Improvement
Bonds, Series 2002A 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
in the Authorized Denominations (as defined in the Resolution) and are exchangeable for fully
registered Bonds of other Authorized Denominations in equal aggregate principal amounts at the
1414749v1 10
RESOLUTION 2002 -
principal office of the Bond Registrar, but only in the manner and subject to the limitations
provided in the Resolution. Reference is hereby made to the Resolution for a description of the
rights 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 in 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 in any agreement with the Bond
Registrar. Thereupon the Issuer shall execute and the Bond Registrar shall authenticate and
deliver, in. exchange for this Bond, one or more new fully registered Bonds in the name of the
transferee (but not registered in blank or to "bearer" or similar designation), of an Authorized
Denomination or Denominations, in 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 in 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 in 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 Certificate of Authentication hereon shall have been executed by the
Bond Registrar.
Qualified 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.
1414749v1 I I
RESOLUTION 2002 -
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this Bond, shall
be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
UTMA - as custodian for
(Cust) (Minor)
under the Uniform
(State)
Transfers to Minors Act
Additional abbreviations may also be used
though not in the above list.
14147490 12
RESOLUTION 2002 -
ASSIGNMENT
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 in
the premises.
Dated:
Notice: 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.
Signature Guaranteed:
Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm
having a membership in 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:
(Include information for all joint owners
if the Bond is held by joint account.)
1414749v 1 13
RESOLUTION 2002 -
[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
1414749v1 14
RESOLUTION 2002 -
8. Execution; 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 facsimile 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 delivery of the Bonds, such
signature or facsimile shall nevertheless be valid 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 lieu of printed
definitive bonds, one or more typewritten temporary bonds in 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 valid 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 in the form hereinabove 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 Authentication 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 original Bonds to the Purchaser, the
Bond Registrar shall insert as a date of registration the date of original issue, which date is July
1, 2002. The Certificate of Authentication so executed on each Bond shall be conclusive
evidence that it has been authenticated 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 like aggregate principal amount, having the same stated
maturity and interest rate, as requested by the transferor; provided, however, that no Bond may
be registered in blank or in the name of "bearer" or similar designation.
At the option of the Holder, Bonds may be exchanged for Bonds of any Authorized
Denomination or Denominations of a like aggregate principal amount and stated maturity, upon
surrender of the Bonds to be exchanged at the principal office of the Bond Registrar. Whenever
any Bonds are so surrendered for exchange, the City shall execute (if necessary), and the Bond
1414749v1 15
RESOLUTION 2002 -
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.
All Bonds delivered in exchange for or upon transfer of Bonds shall be valid general obligations
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
govermnental 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 in exchange
for or in lieu 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 in 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 timely 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 ") fixed by the Bond Registrar whenever
money becomes available for payment of the defaulted interest. Notice 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.
1414749vl 16
RESOLUTION 2002 -
14. Delivery; Application of Proceeds The Bonds when so prepared and executed shall be
delivered by the Finance Director to the Purchaser upon receipt of the purchase price, and the
Purchaser shall not be obliged 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 2002A Fund" (the "Fund ") to be administered and
maintained by the Finance Director as a bookkeeping account separate and apart from all other
funds maintained in the official financial records of the City. The Fund shall be maintained in
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 excess of $3,366,143, plus any special taxes or 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 listed in paragraph 16, including the cost of any construction contracts heretofore
let and all other costs incurred and to be incurred of the kind authorized in 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 prior to the anticipated date of commencement
of the collection 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 in the Construction 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 applied 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.
(ii) 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 $3,366,143; (d) any collections of
taxes herein or hereafter levied for the payment of the Bonds and interest thereon; (e) 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; (f) all investment
earnings on funds held in the Debt Service Account; and (g) any and all other moneys, which are
properly available and are appropriated 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
1414749vl 17
RESOLUTION 2002 -
any premiums for redemption of the Bonds and any other general obligation 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) in 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 in 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 - applicable 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 applicable "temporary
periods" or "minor portion" made available under the federal arbitrage regulations. Money in the
Fund shall not be invested in obligations or deposits issued by, guaranteed by or insured by the
United States or any agency or instrumentality 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 determined 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 limit 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 valid levy of such special assessments, and in the
event that any such assessment be at any time held invalid with respect to any lot, piece or parcel
of land due to any error, defect, or irregularity in 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 in 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 valid and binding lien upon such property. The special
assessments have heretofore been authorized. Subject to such adjustments as are required by
conditions in 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,
amival installments of principal, with interest on the declining balance of all such assessments at
a rate per amours not greater than the maximum permitted by law and not less than % per
annum:
1414749v1 18
RESOLUTION 2002 -
Improvement
Designation
Amount Levy Years
South Rose Park Reconstruction $ 2002 -2006
Comlemara Trail, Phase 1 2002 -2006
140 Street East Development 2002 -2006
Biscayne Avenue 2003 -2012
Collection
Years
2003 -2007
2003 -2007
2003 -2007
2004 -2013
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 in order to assure that the City continues to be in compliance with Minnesota
Statutes, Section 475.6 1, Subdivision 1.
17. Tax Levy; Coverage Test To provide moneys for payment of the principal and interest
on the Bonds there is hereby levied upon all of the taxable property in 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 in the'City for the years and in the amounts as follows:
Year of Tax Year of Tax
Levy Collection
2002
2003
2003
2004
2004
2005
2005
2006
2006
2007
2007
2008
2008
2009
2009
2010
2010
2011
2011
2012
2012
2013
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 irrepealable 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 Obligation 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
14147490 19
RESOLUTION 2002 -
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 The Clerk is hereby directed to file a certified copy of this
resolution with the Public Service and Revenues Division Director 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 Public Service and
Revenues Division Director'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 legality 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 "private 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 establish and maintain the exclusion from gross income under
Section 103 of the Code of the interest on the Bonds, including without limitation (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 18 -month expenditure exemption for gross
proceeds of the Bonds as provided in Section 1.148- 7(d)(1) of the Regulations.
23. Designation of Qualified Tax- Exempt Obligations hi order to qualify the Bonds as
"qualified tax - exempt obligations" within the meaning of Section 265(b)(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 Section 141 of the Code;
(c) the City hereby designates the Bonds as "qualified tax - exempt obligations" for purposes
of Section 265(b)(3) of the Code;
(d) the reasonably anticipated amount of tax - exempt obligations (other than private 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
1414749v1 20
RESOLUTION 2002 -
whose obligations are treated as issued by the City) during this calendar year 2002 will not
exceed $10,000,000; and
(e) not more than $10,000,000 of obligations issued by the City during this calendar year
2002 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 obligations 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 time
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 qualified by law as an escrow agent for this purpose, cash or
securities described in Minnesota Statutes, Section 475.67, Subdivision 8, bearing interest
payable at such times 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 notice of
redemption as herein required has been duly provided for, to such earlier 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 prior 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 effectively (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; (ii) 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 (iii) 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
1414749vl 21
RESOLUTION 2002 -
Declaration shall 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 (ii) a de minimis amount of Reimbursement
Expenditures not in 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 in all events within the period ending on the date which is the later of
18 months after payment of the Reimbursement Expenditure or 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 writing 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. Continuing 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 Continuing 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 appropriate state information depository ( "SID "),
if any, for the State of Minnesota, in each case as designated by the Commission in accordance
with the Rule, certain annual financial information and operating data in accordance with the
Undertaking. The City reserves the right 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 (1) each NRMSIR or to the
Municipal Securities Rulemaking Board ( "MSRB ") and (ii) 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, in a timely 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.
1414749v1 22
RESOLUTION 2002 -
(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
Undertaking in substantially the fonn presented to the City Council, subject to such
modifications thereof or additions thereto as are (i) consistent with the requirements under the
Rule, (ii) required by the purchaser of the Bonds and (iii) acceptable to the Officers.
27. Severability If any section, paragraph or provision of this resolution shall be held to be
invalid or unenforceable for any reason, the invalidity or unenforceability 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 limit or define the meaning of any provision hereof
1414749v1 23
OFFICIAL STATEMENT DATED JUNE 7, 2002
Ratings: Requested from Moody's
NEW ISSUES Investors Service
In the opinion of Briggs and Morgan, Professional Association, Bond Counsel, based on present federal and Minnesota laws, regulations, rulings and decisions, at the time of their
issuance and delivery to the original purchaser, interest on the Bonds is excluded from gross income for purposes of United States income tax and is excluded, to the same extent,
in computing both gross 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 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; provided, however, that for the purpose of computing the federal alternative minimum tax imposed on
corporations, interest on the Bonds is taken into account in determining adjusted current earnings. No opinion will be expressed by Bond Counsel regarding other federal or state
tax consequences caused by the receipt or accrual of interest on the Bonds or arising with respect to ownership of the Bonds. See "Tax Exemption" herein.
City of Rosemount, Minnesota
$3,395,000
General Obligation Improvement Bonds, Series 2002A
(the "Improvement Bonds ")
$1,195,000
General Obligation Water and Storm Water Revenue Bonds, Series 2002B
(the "Revenue Bonds ")
$1,795,000
Rosemount Port Authority, Minnesota
General Obligation Port Authority Bonds, Series 20020
(the "Port Authority Bonds ")
(collectively referred to as the "Bonds," the "Obligations" or the "Issues ")
(Book Entry Only)
Dated Date: July 1, 2002 Interest Due: Each February 1 and August 1,
commencing February 1, 2003
The Bonds will mature February 1, as set forth on the inside front cover of this Official Statement.
Proposals for the Bonds may contain a maturity schedule providing for a combination of serial bonds and term bonds,
provided that no serial bond may mature on or after the first mandatory sinking fund redemption date of any term bond. All
term bonds shall be subject to mandatory sinking fund redemption and must conform to the maturity schedule set forth on
the inside front cover of this Official Statement at a price of par plus accrued interest to the date of redemption.
The City may elect on February 1, 2008, and on any day thereafter, to prepay the Improvement Bonds due on or after
February 1, 2009. The City may elect on February 1, 2011, and on any day thereafter, to prepay the Revenue Bonds due on
or after February 1, 2012. The Authority may elect on February 1, 2011, and on any day thereafter, to prepay the Port
Authority Bonds due on or after February 1, 2012. All prepayments shall be at a price of par plus accrued interest.
Common to All Issues
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. Additional sources of security for the Bonds 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 order. Award will be made on the basis of True Interest Cost (TIC).
Minimum Bid Good Faith Der)osit
The Improvement Bonds $3,366,143 $33,950
The Revenue Bonds 1,181,258 11,950
The Port Authority Bonds 1,779,743 17,950
The Bonds will be bank - qualified tax - exempt obligations pursuant to Section 265(b)(3) of the Internal Revenue Code of
1986, as amended, and will not be subject to the alternative minimum tax for individuals.
The Bonds will be issued as fully registered Bonds without coupons and, when issued, will be registered in the name of Cede
& Co., as nominee of The Depository Trust Company ( "DTC "). DTC will act as securities depository of the Bonds.
Individual purchases may be made in book -entry form only, in the principal amount of $5,000 and integral multiples thereof.
Investors will not receive physical certificates representing their interest in the Bonds purchased. (See "Book Entry System"
herein.) U.S. Bank Trust National Association, Saint Paul, Minnesota will serve as Registrar for the Bonds. Bonds will be
available for delivery at DTC on or about July 24, 2002
PROPOSALS RECEIVED: June 18, 2002 (Tuesday) until 12:00 Noon, Central Time
CITY AWARD: June 18, 2002 (Tuesday) at 7:30 P.M., Central Time
AUTHORITY AWARD: June 18, 2002 (Tuesday) at 6:00 P.M., Central Time
Further information may be obtained from SPRINGSTED
SPRINGSTED Incorporated, Financial Advisor to the Issuer, 85 East Seventh Place,
Advisors to the Public .Sector Suite 100, Saint Paul, Minnesota 55101 -2887 (651) 223 -3000
Schedule of Maturity Dates and Principal Amounts
The Improvement Bonds will mature February 1 as follows:
2004
$630,000
2007
$620,000
2010
$50,000
2005
$655,000
2008
$605,000
2011
$50,000
2006
$635,000
2009
$ 50,000
The Revenue Bonds
will mature
February 1 as follows:
2004
$40,000
2008
$70,000
2012
$80,000
2005
$50,000
2009
$70,000
2013
$90,000
2006
$70,000
2010
$80,000
2014
$90,000
2007
$70,000
2011
$80,000
2015
$95,000
The Port Authority Bonds
will mature
February 1 as follows:
2004
$210,000
2007
$210,000
2010
$145,000
2005
$205,000
2008
$210,000
2011
$150,000
2006
$205,000
2009
$140,000
2012 $50,000
2013 $50,000
2016 $100,000
2017 $100,000
2018 $110,000
2012 $155,000
2013 $165,000
Proposals for the Bonds may contain a maturity schedule providing for a combination of serial bonds and
term bonds, provided that no serial bond may mature on or after the first mandatory sinking fund
redemption date of any term bond. 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, 2008, and on any day thereafter, to prepay the Improvement Bonds
due on or after February 1, 2009. The City may elect on February 1, 2011, and on any day thereafter, to
prepay the Revenue Bonds due on or after February 1, 2012. The Authority may elect on February 1,
2011, and on any day thereafter, to prepay the Port Authority Bonds due on or after February 1, 2012.
All prepayments shall be at a price of par plus accrued interest.
For purposes of compliance with Rule 15c2 -12 of the Securities and Exchange Commission,
this document, as the same may be supplemented or corrected by the Issuer from time to time
(collectively, the "Official Statement "), may be treated as an Official Statement with respect to
the Obligations described herein that is deemed final as of the date hereof (or of any such
supplement or correction) by the Issuer, except for the omission of certain information referred
to in the succeeding paragraph.
The Official Statement, when further supplemented by an addendum or addenda specifying
the maturity dates, principal amounts and interest rates of the Obligations, together with any
other information required by law, shall constitute a "Final Official Statement" of the Issuer with
respect to the Obligations, as that term is defined in Rule 15c2 -12. Any such addendum shall,
on and after the date thereof, be fully incorporated herein and made a part hereof by
reference.
By awarding the Obligations to any underwriter or underwriting syndicate submitting a Proposal
therefor, the Issuer agrees that, no more than seven business days after the date of such
award, it shall provide without cost to the senior managing underwriter of the syndicate to
which the Obligations are awarded copies of the Official Statement and the addendum or
addenda described in the preceding paragraph in the amount specified in the Terms of
Proposal.
The Issuer designates the senior managing underwriter of the syndicate to which the
Obligations are awarded as its agent for purposes of distributing copies of the Final Official
Statement to each Participating Underwriter. Any underwriter delivering a Proposal with
respect to the Obligations agrees thereby that if its bid is accepted by the Issuer (i) it shall
accept such designation and (ii) it shall enter into a contractual relationship with all
Participating Underwriters of the Obligations for purposes of assuring the receipt by each such
Participating Underwriter of the Final Official Statement.
No dealer, broker, salesman or other person has been authorized by the Issuer to give any
information or to make any representations with respect to the Obligations, other than as
contained in the Official Statement or the Final Official Statement, and if given or made, such
other information or representations must not be relied upon as having been authorized by the
Issuer. Certain information contained in the Official Statement and the Final Official Statement
may have been obtained from sources other than records of the Issuer and, while believed to
be reliable, is not guaranteed as to completeness or accuracy. THE INFORMATION AND
EXPRESSIONS OF OPINION IN THE OFFICIAL STATEMENT AND THE FINAL OFFICIAL
STATEMENT ARE SUBJECT TO CHANGE, AND NEITHER THE DELIVERY OF THE
OFFICIAL STATEMENT OR THE FINAL OFFICIAL STATEMENT NOR ANY SALE MADE
UNDER EITHER SUCH DOCUMENT SHALL CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE ISSUER SINCE THE DATE THEREOF.
References herein to laws, rules, regulations, resolutions, agreements, reports and other
documents do not purport to be comprehensive or definitive. All references to such
documents are qualified in their entirety by reference to the particular document, the full text of
which may contain qualifications of and exceptions to statements made herein. Where full
texts of documents prepared by or on behalf of the Issuer have not been included as
appendices to the Official Statement or the Final Official Statement, they will be furnished on
request.
TABLE OF CONTENTS
Page(s
Terms of Proposal:
$3,395,000 General Obligation Improvement Bonds, Series 2002A .... ............................... i -iv
$1,195,000 General Obligation Water and Storm Water Revenue Bonds, Series 2002B.. v -viii
$1,795,000 General Obligation Port Authority Bonds, Series 2002C .... ............................... ix -xii
Introductory Statement ....................................................................... ...............................
1
Continuing Disclosure ........................................................................ ...............................
1
TheBonds ......................................................................................... ...............................
2
TheImprovement Bonds .................................................................... ...............................
4
TheRevenue Bonds .......................................................................... ...............................
5
ThePort Authority Bonds ................................................................... ...............................
6
FutureFinancing ................................................................................ ...............................
6
Litigation............................................................................................ ...............................
6
Legality.............................................................................................. ...............................
7
TaxExemption ................................................................................... ...............................
7
Other Federal Tax Considerations ..................................................... ...............................
7
Bank - Qualified Tax - Exempt Obligations ............................................ ...............................
8
Ratings............................................................................................... ...............................
9
FinancialAdvisor ................................................................................ ...............................
9
Certification........................................................................................ ...............................
9
CityProperty Values .......................................................................... ...............................
10
CityIndebtedness .............................................................................. ...............................
11
City Tax Rates, Levies and Collections .............................................. ...............................
16
Fundson Hand .................................................................................. ...............................
17
CityInvestments ................................................................................. ...............................
17
General Information Concerning the City ........................................... ...............................
18
Governmental Organization and Services .......................................... ...............................
21
ThePort Authority .............................................................................. ...............................
23
Proposed Forms of Legal Opinion ........................................... ............................... Appendix
Continuing Disclosure Undertaking .......................................... ............................... Appendix II
Summary of Tax Levies, Payment Provisions, and
Minnesota Real Property Valuation ....................................... ............................... Appendix III
Annual Financial Statements ................................................... ............................... Appendix IV
ProposalForms ........................................................................ ............................... Inserted
THE CITY HAS AUTHORIZED SPRINGSTED INCORPORATED TO NEGOTIATE THIS ISSUE
ON ITS BEHALF. PROPOSALS WILL BE RECEIVED ON THE FOLLOWING BASIS:
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TERMS OF PROPOSAL
$3,395,000
CITY OF ROSEMOUNT, MINNESOTA
GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 2002A
(BOOK ENTRY ONLY)
Proposals for the Bonds will be received on Tuesday, June 18, 2002, until 12 :00 Noon, Central
Time, at the offices of Springsted Incorporated, 85 East Seventh Place, Suite 100, Saint Paul,
Minnesota, after which time they will be opened and tabulated. Consideration for award of the
Bonds will be by the City Council at 7:30 P.M., Central Time, of the same day.
SUBMISSION OF PROPOSALS
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. 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 of the Proposal submitted.
DETAILS OF THE BONDS
The Bonds will be dated July 1, 2002, as the date of original issue, and will bear interest
payable on February 1 and August 1 of each year, commencing February 1, 2003. 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:
2004 $630,000 2007 $620,000 2010 $50,000 2012 $50,000
2005 $655,000 2008 $605,000 2011 $50,000 2013 $50,000
2006 $635,000 2009 $ 50,000
Proposals for the Bonds may contain a maturity schedule providing for a combination of serial
bonds and term bonds, provided that no serial bond may mature on or after the first mandatory
sinking fund redemption date of any term bond. 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 "Last Year of Serial Maturities" and "Years of Term Maturities" in the
spaces provided on the Proposal Form.
BOOK ENTRY SYSTEM
The Bonds will be issued by means of a book entry system with no physical distribution of
Bonds made to the public. The Bonds will be issued in fully registered form and one Bond,
representing the aggregate principal amount of the Bonds maturing in each year, will be
registered in the name of Cede & Co. as nominee of The Depository Trust Company ( "DTC "),
IV -12
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CITY OF ROSEMOUNT
1
COMBINING STATEMENT OF REVENUES, EXPENSES
AND CHANGES IN RETAINED EARNINGS
ALL ENTERPRISE FUNDS
For the Year Ended December 31,
2001
(With Comparative Totals - Reporting Entity for the Year
Ended December 31, 2000)
Totals
Water Sewer
Storm Water
Arena
2001
2000
OPERATING REVENUES
Charges for services $
757,211 S
1,005,310 S
518,307 $
301,277 $
2,582,105 $
2,304,653
Water meter maintenance
5,709
-
-
5,709
17,175
Water meters
126,559
126,559
87,038
Miscellaneous
_
274,395
Total Operating Revenues
889,479
1,005,310
518,307
301,277
2,714,373
2,683,261
OPERATING EXPENSES
Personnel services
180,094
182,044
141,052
111,900
615,090
594,766
Supplies
196,172
32,101
80,123
41,634
350,030
175,613
Professional services and charges
75,252
9,056
4,930
141,510
230,748
181,474
Other services and charges
88,523
40,022
70,842
16,210
215,597
195,402
Metro sewer charges
427,04
-
427,0
410,160
Total Operating Expenses
540,041
690,265
296,947
311,254
1,838,507
1,557,415
Operating Income Before Depreciation
349,438
315,045
221,360
(9,9
875,866
1,125,846
Depreciation
(354,740
(614,368
(241,627
(51,153
(1,261,888
(1,201,976
Operating Loss
(5,302
(299,323
(20,267
_ (61,130
(386,022
(76,130
NONOPERATING REVENUES (EXPENSES)
Connection fees
928,369
530,814
554,026
2,013,209
1,757,206
Property taxes
-
-
-
-
136,300
Special assessments
118,634
34,420
94,600
247,654
256,594
Investment earnings
194,091
219,503
178,478
2.209
594,281
523,149
Net increase (decrease) in the fair value of investment
2,338
10,173
12,806
-
25,317
74,277
Gain (loss) from disposal of fixed assets
(1,623)
(1,228)
-
(2,851)
-
Surcharges and penalties
168,792
7,894
2,280
178,966
170,447
Interest expense and fiscal agent fees
(103,843
(5,845
(169,829
-
(279,517
(234,547
Total Nonoperating Revenues (Expenses)
1,306,758
795,731
672,361
2,209
2,777,059
2,683,426
Income Before Operating Transfers
1,301,456
496,408
652,094
(58,921
2,391,037
2,607,296
Operating transfers in
279,821
74,688
490,320
-
844,829
152,354
Operating transfers out
(276,658)
(29,300)
(549,018)
(3,500)
(858,476)
(765,829)
Operating transfers out - component unit
(250,000
(250,000
(500,0
(188,000
Total operating transfers
(246,837
(204,612
(58,698
(3,500
(513,647
(801,475
INCOME(LOSS) BEFORE CONTRIBUTED CAPITAL AND
DEPRECIATION ON CONTRIBUTED ASSETS
1,054,619
291,796
593,396
(62,421)
1,877,390
1,805,821
ADD CONTRIBUTED CAPITAL
1,399,005
896,352
1,482,224
3,777,581
ADD DEPRECIATION ON CONTRIBUTED ASSETS
241,684
568,981
193,078
47,200
1,050,943
1,014,349
INCREASE (DECREASE) IN RETAINED EARNINGS
2,695,308
1,757,129
2,268,698 .
(15,221)
6,705,914
2,820,170
BEGINNING RETAINED EARNINGS
5,029,699
5,074,756
3,264,092
76,360
13,444,907
10,574,905
Prior period adjustments
42,394
RETAINED EARNINGS - January 1
5,029,699
5,074,756
3,264,092
76,360
13,444,907
10,617,299
Equity transfers --
7,438
7,438
RETAINED EARNINGS - December 31 S
7,72 5,007 $
6,831,885 $
5,532,790 $
61,139 S
20,150,821 $
13,444,907
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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
s o o accordance with customary practice, will be controlling.
a1 N A O p
n v O I pm
`°
M The City will reserve the right to: (i) waive non- substantive informalities of any proposal or of
N
matters relating to the receipt of proposals and award of the Bonds, (ii) reject all proposals
without cause, and, (iii) reject any proposal which the City determines to have failed to comply
with the terms herein.
BOND INSURANCE AT PURCHASER'S OPTION
A M ^ M
O Ci A O M
Q o to rn
� N
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
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If the Bonds qualify for assignment of CUSIP numbers such numbers will be printed on the
Bonds, but neither the failure to print such numbers on any Bond nor any error with respect
thereto will constitute cause for failure or refusal by the purchaser to accept delivery of the
Bonds. The CUSIP Service Bureau charge for the assignment of CUSIP identification
numbers shall be paid by the purchaser.
SETTLEMENT
Within 40 days following the date of their award, the Bonds will be delivered without cost to the
purchaser through DTC in New York, New York. Delivery will be subject to receipt by the
purchaser of an approving legal opinion of 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 which 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).
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CITY OF ROSEMOUNT
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COMBINED STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES -
BUDGET (AS AMENDED) AND ACTUAL (BUDGETARY BASIS)
GENERAL AND ANNUALLY ADOPTED SPECIAL REVENUE FUNDS
For the Year Ended December 31, 2000
REVENUES
Taxes
Municipal state aid (MSA)
Intergovernmental revenues
Licenses and permits
Fines and forfeitures
Special assessments
Charges for services
Investment income
Net increase (decrease) in the fair value of investments
Donations and other
Miscellaneous
Total Revenues
EXPENDITURES
Current
General government
Public safety
Public works
Parks and recreation
Total Expenditures
Excess (deficiency) of revenues over expenditures
OTHER FINANCING SOURCES (USES)
Operating transfers in
Operating transfers out
Total Other Financing Sources (Uses)
Excess (deficiency) of revenues and other financing
sources over expenditures and other financing uses
Reconciliation to GAAP basis elimination of encumbrances, net
FUND BALANCES - January f
Annually Adopted
General Fund Special Revenue Funds
Variance- Variance -
Favorable Favorable
Budget Actual (Unfavorable) Budget Actual (Unfavorable)
$ 2,908,383 $ 2,916,269 $ 7,886 $ 908,000 $ 908,000 $
-
-
473,141
473,141
1,418,913
1,457,390
38,477
64,055
64,055
390,700
588,304
197,604
-
100,000
72,067
(27,933)
-
-
2,000
(2,000)
17,000
38,812
21,812
424,300
713,892
289,592
50,000
184,755
134,755
60,800
153,885
93,085
26,900
87,708
60,808
22,969
22,969
-
11,552
11,552
44,146
44,146
-
-
213
213
205,300
243,686
38,386
16,245
16,245
5,554,542
6,212,608
658,066
1,001,900
1,784,481
782,581
1,312,218
1,142,410
169,808
2,500
2,500
-
1,565,757
1,579,038
(13,281)
-
-
1,968,578
1,887,570
81,008
1,020,000
859,461
160,539
711,289
691,126
20,163
5,557,842
5,300,144
257,698
1,022,500
861,961
160,539
(3,300)
912,464
915,764
20,600
922,520
943,120
3,500
3,500
-
-
3,996
3,996
(192,000)
(192,000)
1,171,327
(1,171,327)
(188,500)
(188,500)
1,167,331
(1,167,331)
$ (191,800) 723,964 $ 915,764 $ 20,600 (244,811) $ (224,211)
(61,309)
3,054,533
25,620
1,547,465
19,097
$ 1,309,177
Equity transfers (659)
FUND BALANCES (DEFICIT) - December 31 $ 3,716,529
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COMBINED STATEMENT OF REVENUE, EXPENDITURES AND CHANGES IN FUND BALANCES
ALL FUND TYPES, ACCOUNT GROUPS AND DISCRETELY PRESENTED COMPONENT UNITS
YEAR ENDED DECEMBER 31,1999
REVENUE:
General property taxes
Municipal state aid (MSA)
Tax increments
Licenses and permits
Intergovernmental
Charges for services
Fines and forfeitures
Special assessments
Interest earnings
Net increase (decrease) in the fair value of investments
Miscellaneous
TOTAL REVENUE
EXPENDITURES:
_ Current:
General government
44 Public safety
Public works
Park and recreation
Lease Payments
Capital outlay
Other
Debt service:
Redemption of bonds
Interest on bonds
Fiscal agent fees
TOTAL EXPENDITURES
EXCESS OF REVENUE OVER
EXPENDITURES
OTHER FINANCING SOURCES (USES):
Proceeds from the sale of bonds
Operating transfers in
Operating transfers out
TOTAL OTHER SOURCES (USES)
EXCESS (DEFICIENCY) OF REVENUE AND
OTHER FINANCING SOURCES OVER
EXPENDITURES AND OTHER FINANCING USES
BEGINNING FUND BALANCE
RESIDUAL EQUITY TRANSFERS IN (OUT)
ENDING FUND BALANCE
TOTAL
TOTAL
PRIMARY
COMPONENT
REPORTING
ALL
GOVERNMENTAL FUND TYPES
GOVERNMENT
UNIT
ENTITY
SPECIAL
DEBT
CAPITAL
(MEMORANDUM
(PORT
(MEMORANDUM
GENERAL
REVENUE
SERVICE
PROJECTS
(ONLY)
AUTHORITY)
ONLY)
$
2.626,865
$
860,800
$
600,119
$
$ 4,087,784
$
292,427
$
4,380,211
-
580,055
87,090
667,145
-
667,145
-
-
449,519
449,519
623,463
-
623,463
623,463
1,318,131
12,959
1,331,090
1,331,090
486,379
111,835
598,214
598,214
91,441
-
-
91,441
91,441
-
66,154
3,352,676
260,265
3,679,095
-
3,679,095
85,005
80,891
288,895
124,789
579,580
203,923
783,503
(31,095)
(23,544)
(27,021)
-
(81,660)
(9,938)
(91,598)
271,466
285,345
284,699
841,510
130,052
971,562
$
5,471,655
$
1,974,495
S
4,301,760
$ 669,753
S 12,417,663
$
1,065,982
$
13,483,645
$
1,137,113
$
23,230
$
-
$ -
S 1,160,343
$
79,495
$
1,239,838
1,495,469
-
1,495,469
-
1,495,469
1,598,280
6,614,487
8,212,767
8,212,767
628,144
-
628,144
628,144
-
171,547
171,547
-
171,547
-
635,516
635,516
71,712
707,228
-
-
214,263
214,263
-
214,263
1,285,000
1,285,000
455,000
1,740,000
884,371
884,371
404,254
1,288,625
-
-
4,495
4,495
1,801
6,296
$
4,859,006
$
830,293
$
2,173,866
$ 6,828,750
$ 14,691,915
$
1,012,261
$
15,704,177
$
612,649
$
1,144,202
$
2,127,893
$ (6,158,997)
$ (2,274,253)
$
53,721
$
(2,220,532)
$
-
$
-
$
451,189
$ 7,592,846
$ 8,044,035
$
-
$
6,044,035
3,500
60,100
833,029
896,629
311,644
1,208,273
(643,893)
-
(123,871)
(767,764)
(131,716)
(899,480)
$
3,500
$
(643,893)
$
511,289
$ 8,302,005
S 8,172,901
$
179,928
$
8,352,828
$
616,149
$
500,308
$
2,639,181
$ 2,143,009
$ 5,898,647
$
233,649
_ $
6,132,296
2,438,384
1,81 _..
- 7
1,654,565
13,471,024
3,694,978
17,166,002
(167,787)
991,877
(824,090)
-
-
$
3,054,533
$
2,143,468
$ 11,198,187
$ 2 , 9 73,487
S 19,369,671
$
3,928,628
$
23,298,298
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CITY OF ROSEMOUNT
COMBINED STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN
FUND BALANCES -ALL GOVERNMENTAL FUND TYPES AND
DISCRETELY PRESENTED COMPONENT UNIT
For the Year Ended December 31, 2001
(With Comparative Totals - Reporting Entity for the Year Ended December 31, 2000)
Totals
(Memoran- Component
Governmental Fund Types dum Only) Unit Totals
Special Debt Capital Primary Port (Memorandum Only)
General Revenue Service Projects Government Authority 2001 2000
REVENUES
Taxes $ 3,188,409 $ 1,052,700 $ 453,754 $ $ 4,694,863 $ 569,414 $ 5,264,277 $4,687,137
Municipal state (MSA) - - 90,066 90,066 - 90,066 561,889
Tax increments - - - 196,018 196,018 473,896
Intergovernmental revenues 1,185,590 38,865 1,224,455 1,224,455 2,009,011
Licenses and permits 790,396 - 790,396 790,396 588,304
Fines and forfeitures 88,524 _ 88,524 88,524 72,067
Special assessments 65 19,913 1,615,863 1,635,841 1,635,841 7,464,735
Charges for services 700,702 343,212 - 1,043,914 - 1,043.914 915,447
Investment income 174,362 104,159 861,823 122,180 1,262,524 713,464 1,975,988 1,261,831
Net increase (decrease) in the fair value of investments 2,167 2,474 3,413 - 8,054 - 8,054 72,437
Miscellaneous 1 314,952 _ 458 I - 2,836,163 3,151,573 86,728 3,238,301 2,609,931
Total Revenues 6,445,167 1,561,781 3,024,919 2,958,343 13,990,210 1,565,624 15,555,834 20,716,685
EXPENDITURES
Current
General government 1,361,793 28,638 _ _ 1,390,431 328,329 1,718,760 1,767,233
Public safety 1,711,407 - _ 1,711,407 - 1,711,407 1,580,593
`C Public works 1,676,886 5,883,845 7,560,731 7,560,731 5,427,478
Parks and recreation 751,673 _ 751,673 751,673 691,126 126 642 129,642 159,972
Lease payments - 129,642 -
-
Other - 8 100,248 100,256 100,256 375,963
Capital outlay 1,399,659 - - 1,399,659 2,897,153 4,296,812 2,464,673
Debt Service
Principal retirement 2,560,000 2,560,000 200,000 2,760,000 2,110,000
Interest 1,065,554 1,065,554 449,171 1,514,725 1,525,325
Fiscal agent fees __ 15,083 15,083 . 1,459 16,542 6,182
Total Expenditures 5,501,759 1,557,939 3,640,645 5,984 16,684,436 3,876,112 20,560,548 16,108,545
Excess (deficiency) of revenues over expenditures 943,408 3,842 (615,726 (3,025,750 (2,694,226 (2,310,488 (5,004,714 4,608,140
OTHER FINANCING SOURCES (USES)
Proceeds from issuance of debt 885,000 720,941 1,310,425 2,916,366 2,020,768 4,937,134 1,732,500
Sale of general fixed assets - 3,056 - - 3,056 2 3,058
Operating transfers in 3,500 - 60,100 2,621,358 2,684,958 2,684,958 4,148,940
Operating transfers in - primary government - - 1,137,063 1,137,063 188,000
Operating transfers out (260,771) (1,520,854) (889,686) (2,671,311) - (2,671,311) (3,535,465)
Operating transfers out - component unit (637,063 - (63 7_063) (637,063
Total Other Financing Sources (Uses) (894,334 (632,798 781,041 3,042,097 2,933,069 3,157,833 6,090,902 2,533,975
Excess (deficiency) of revenues and other
financing sources over expenditures and
other financing uses 49,074 (628,956) 165,315 16,347 238,843 847,345 1,086,188 7,142,115
BEGINNING FUND BALANCES 3,716,529 1,891,759 18,115,814 2,343,634 26,067,736 4,365,240 30,432,976 23,298,299
Prior period adjustment - (81.707 . (81 (81,707
FUND BALANCES - January 1 3,716,529 1,891,759 18,115,814 2,261,927 25,986,029 4,365,240 30,351,269 23,298,299
Equity transfers -_ -
31,896 256,034 (287 ,930) (7,438
FUND BALANCES - December 31 1 3,765,603 S 1,294,699 1 18,537,163 $ 1,990,344 S 26,224,872 $ 5.212,585 $ 31,437,457 $ 30,432,976
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THE AUTHORITY HAS AUTHORIZED SPRINGSTED INCORPORATED TO NEGOTIATE
THIS ISSUE ON ITS BEHALF. PROPOSALS WILL BE RECEIVED ON THE FOLLOWING
BASIS:
TERMS OF PROPOSAL
$1,795,000
ROSEMOUNT PORT AUTHORITY, MINNESOTA
GENERAL OBLIGATION PORT AUTHORITY BONDS, SERIES 2002C
(BOOK ENTRY ONLY)
Proposals for the Bonds will be received on Tuesday, June 18, 2002, until 12:00 Noon, Central
Time, at the offices of Springsted Incorporated, 85 East Seventh Place, Suite 100, Saint Paul,
Minnesota, after which time they will be opened and tabulated. Consideration for award of the
Bonds will be by the Board of Commissioners at 6:00 P.M., Central Time, of the same day.
SUBMISSION OF PROPOSALS
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. 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 Authority to
purchase the Bonds regardless of the manner of the Proposal submitted.
DETAILS OF THE BONDS
The Bonds will be dated July 1, 2002, as the date of original issue, and will bear interest
payable on February 1 and August 1 of each year, commencing February 1, 2003. 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:
2004 $210,000 2007 $210,000 2010 $145,000 2012 $155,000
2005 $205,000 2008 $210,000 2011 $150,000 2013 $165,000
2006 $205,000 2009 $140,000
Proposals for the Bonds may contain a maturity schedule providing for a combination of serial
bonds and term bonds, provided that no serial bond may mature on or after the first mandatory
sinking fund redemption date of any term bond. 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 "Last Year of Serial Maturities" and "Years of Term Maturities" in the
spaces provided on the Proposal Form.
BOOK ENTRY SYSTEM
The Bonds will be issued by means of a book entry system with no physical distribution of
Bonds made to the public. The Bonds will be issued in fully registered form and one Bond,
representing the aggregate principal amount of the Bonds maturing in each year, will be
registered in the name of Cede & Co. as nominee of The Depository Trust Company ( "DTC "),
-ix -
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CITY OF ROSEMOUNT
COMBINED BALANCE SHEET -ALL FUND TYPES, ACCOUNT GROUPS,
AND DISCRETELY PRESENTED COMPONENT UNIT
December 31, 2000
W
TOTAL ASSETS AND OTHER DEBITS
$ 4,049,189 $
2,249,188 S
20,867,067 S
2,876,894
S 81,711,595 S
588,794 $
9,217 $ 14,688.097 S 24,876,559 $
131,916,600 $ 14,526,327 S
Total
LIABILITIES, EQUITY AND OTHER CREDITS
Total
Proprietary
Fiduciary
Account Groups
Primary
Component
Reporting
22,673 S
$
Governmental Fund Types
$ 69,068 $
Fund Types
Fund Types
General
General
Government
Unit
Entity_
-
Special
Debt
Capital
Internal
Trust and
Fixed
Long -Tenn
(Memorandum
Port
(Memorandum
General
Revenue
Service
Pr eats
Enterprise Service
Agency
Assets
Obligations
Only)
Authority
Only)
ASSETS AND OTHER DEBITS
Due to other governmental units
-
-
-
ASSETS
_ _
10L3
_
101,366
Due to other funds
-
-
280,550
-
101,366
233,792
Cash and Investments
S 3,669,076 $
2,175,849 S
17,739,604
$ 2,775,528
$ 10,554,892 S 552,760
$ 9,217 S
-
S -
$ 37,496,926
$ 2,113,977
S 39,610,903
Investment with fiscal agent
-
-
-
-
- -
-
-
2,751,253
-
-
2.334.729
2,334,729
Receivables
1,341,714
4,534,878
Deferred revenues
101,629
101,629
Property taxes
312,637
_
_
4,985,495
312,637
28,208
340,845
Customer accounts
10,289
12,133
1,483
590,237 3,578
-
-
533,026
617,720
-
617,720
Special assessments
299
61,206
3,125,980
-
334,479 -
-
-
-
3,521,964
89,646
3,611,610
Notes
-
-
-
-
-
1,252,068
1,252,068
Due from other governmental units
36,888
-
-
-
27,108
-
-
42,454,032
63,996
-
63,996
Inventories and prepaid Items
-
-
-
-
42,484 32.456
237,422
-
-
74,940
277
75,217
Due from other funds
-
-
-
101,366
- -
-
-
-
101,366
-
101,366
Advances to other funds
-
-
-
-
514,342 -
Retalned Earnings • unreserved
-
-
514,342
514,342
Fixed assets, net of accumulated depreciation, R applicable
-
-
-
49,648,053
-
14,688,097
-
64,336,150
237,422
64,573,572
OTHER DEBITS
Amount available in debt service fund
-
-
-
-
- -
-
-
18,115,814
18,115,814
3,619,053
21,734,867
Amount to be provided for retirement
2,476,047
Capital projects
Ca P a 1
100,000
-
_
100,000
of general obligation debt
100,000
Special projects
-
_
6,760,745
6.760,745
4,850,947
11,611,692
TOTAL ASSETS AND OTHER DEBITS
$ 4,049,189 $
2,249,188 S
20,867,067 S
2,876,894
S 81,711,595 S
588,794 $
9,217 $ 14,688.097 S 24,876,559 $
131,916,600 $ 14,526,327 S
146,442,927
LIABILITIES, EQUITY AND OTHER CREDITS
LIABILITIES
Accounts payable
$ 177,451 S
22,673 S
$
142.967
$ 69,068 $
12,000 $
9,217 $ 3 3
433,384 S
11,736 $
445,120
Compensated absences payable
-
-
-
41,096
-
- 358,533
399,629
-
399,629
Accrued liabilities
62,464
-
-
11,629
40,289
-
- - -
74,093
329,216
95,469
74,093
424,685
Contracts payable
-
-
288.927
Due to other governmental units
-
-
-
_ _
10L3
_
101,366
Due to other funds
-
-
280,550
-
101,366
233,792
- -
514,3442 2
514,342
Advances from other funds
-
34,690
4,748
39,436
Deposits payable
34,690
58,045
-
54,206
-
2,751,253
-
329,660
3,193,164
1,341,714
4,534,878
Deferred revenues
101,629
101,629
101,629
d interest
Accrued i
4,985,495
23,985,000
20,970,495
8,470,000
37,440,495
Bonds able
533,026
533,026
533,026
Lease oblgabon
332,660
357,429
2,751,253
533,260
5,812,656
12,000
9,217 24,876,559
34,685,034
9,923,665
44,608,699
Total Liabilities
EQUITY AND OTHER CREDITS
-
42,454,032
42,454,032
-
42,454,032
Contributed capital
-
-
14,888,097
14,888,097
237,422
14,925,519
Investment In general fixed assets
-
-
-
5,534,342
-
5.534,342
5,534,342
RetainedEarnings- reserved
-
-
7,910,565
576,794
- •
8,487,359
8,487,359
Retalned Earnings • unreserved
-
Fund Balances (Deficit)
Reserved for
-
2,478,047
-
2,476.047
2,476,047
Capital projects
Ca P a 1
100,000
-
_
100,000
100,000
Special projects
-
• _ -
111,527
277
111,804
Encumbrances
111,527
18.115,814
-
-
- -
18,115,814
3.619,053
21,734,867
Debt service
•
-
Unreserved
- _
3.605,002
3,605,002
Designated
3,605,002
•
1,791,759
-
-
(132,413)
1,659,346
745,910
2.405,256
Undesignated(Deficit)
Total Equity and Other Credits
3,716.529
1,891,759
18,115,814
2,343,634
55.898,939
576,794
14,688,097 _j 7,231.566
4,602,662
101,834,228
TOTAL LIABILITIES, EQUITY AND
S
20,867,067 S
2,876,894
$ 61,711,595 $
588,794 $
9,217 $ 14,688 S 24,876,559 S
131,916,600 $ 14,526,327 $
146,442,927
OTHER CREDITS
S 4,049.189 5
2,249.188
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IV-2
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 Authority's computation of the interest rate of each proposal, in
accordance with customary practice, will be controlling.
The Authority will reserve the right to: (i) waive non - substantive informalities of any proposal or
of matters relating to the receipt of proposals and award of the Bonds, (ii) reject all proposals
without cause, and, (iii) reject any proposal which the Authority 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 Authority has requested and
received a rating on the Bonds from a rating agency, the Authority 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 the failure to print such numbers on any Bond nor any error with respect
thereto will constitute cause for failure or refusal by the purchaser to accept delivery of the
Bonds. The CUSIP Service Bureau charge for the assignment of CUSIP identification
numbers shall be paid by the purchaser.
SETTLEMENT
Within 40 days following the date of their award, the Bonds will be delivered without cost to the
purchaser through DTC in New York, New York. Delivery will be subject to receipt by the
purchaser of an approving legal opinion of 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 which shall be received at the offices of the Authority 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 Authority, or its agents, the
purchaser shall be liable to the Authority for any loss suffered by the Authority 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 Authority will execute and deliver
a Continuing Disclosure Undertaking (the "Undertaking ") whereunder the Authority will
covenant for the benefit of the owners of the Bonds to provide certain financial and other
information about the Authority and notices of certain occurrences to information repositories
as specified in and required by SEC Rule 15c2- 12(b)(5).
-xi -
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IV-2
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 Authority's computation of the interest rate of each proposal, in
accordance with customary practice, will be controlling.
The Authority will reserve the right to: (i) waive non - substantive informalities of any proposal or
of matters relating to the receipt of proposals and award of the Bonds, (ii) reject all proposals
without cause, and, (iii) reject any proposal which the Authority 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 Authority has requested and
received a rating on the Bonds from a rating agency, the Authority 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 the failure to print such numbers on any Bond nor any error with respect
thereto will constitute cause for failure or refusal by the purchaser to accept delivery of the
Bonds. The CUSIP Service Bureau charge for the assignment of CUSIP identification
numbers shall be paid by the purchaser.
SETTLEMENT
Within 40 days following the date of their award, the Bonds will be delivered without cost to the
purchaser through DTC in New York, New York. Delivery will be subject to receipt by the
purchaser of an approving legal opinion of 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 which shall be received at the offices of the Authority 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 Authority, or its agents, the
purchaser shall be liable to the Authority for any loss suffered by the Authority 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 Authority will execute and deliver
a Continuing Disclosure Undertaking (the "Undertaking ") whereunder the Authority will
covenant for the benefit of the owners of the Bonds to provide certain financial and other
information about the Authority and notices of certain occurrences to information repositories
as specified in and required by SEC Rule 15c2- 12(b)(5).
-xi -
APPENDIX IV
OFFICIAL STATEMENT
The Authority 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 Authority, Springsted
Incorporated, 85 East Seventh Place, Suite 100, Saint Paul, Minnesota 55101, telephone
(651) 223 -3000.
The Official Statement, when further supplemented by an addendum or addenda specifying
the maturity dates, principal amounts and interest rates of the Bonds, together with any other
information required by law, shall constitute a "Final Official Statement" of the Authority 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 Authority 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 70 copies of
the Official Statement and the addendum or addenda described above. The Authority
designates the senior managing underwriter of the syndicate to which the Bonds are awarded
as its agent for purposes of distributing copies of the Final Official Statement to each
Participating Underwriter. Any underwriter delivering a proposal with respect to the Bonds
agrees thereby that if its proposal is accepted by the Authority (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 May 21, 2002 BY ORDER OF THE BOARD OF COMMISSIONERS
/s/ Linda Jentink
Executive Secretary
ANNUAL FINANCIAL STATEMENTS
The City is audited annually by an independent certified public accounting firm. Data shown
on the following pages has been extracted from the annual audits for fiscal years ended
December 31, 2001, 2000 and 1999. The audits for all years shown were prepared on the
modified accrual basis of accounting for governmental funds, and the accrual basis of
accounting for proprietary funds. The reader should be aware that the complete audits may
contain additional information which may interpret, explain or modify the data presented
herein.
The City's comprehensive annual financial report for the year ended 2000 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, 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 expects to submit its 2001 CAFR to GFOA.
- xii - IV -1
2001 PROPERTY TAX AMENDMENTS
The Omnibus Tax Bill adopted by the Minnesota Legislature during the First Special Session in
2001 (the "Tax Bill ") made numerous changes to the property tax system. Among its
provisions, the Tax Bill provided for the assumption by the State of Minnesota of the general
education property tax levy and certain transit costs; increased the appropriation for Local
Government Aids by $140,000,000; re- imposed levy limits for two years on counties and cities
over 2,500 in population; repealed the Homestead and Agricultural Credit Aid for cities, school
districts and townships; provided for the gradual elimination of Limited Market Valuation; and
compressed the class rates applicable to various classes of property.
2001 Class Rate Changes
Property Type
Residential Homestead:
Up to $76,000
$76,000 - $500,000
Over $500,000
Residential Non - homestead
Single Unit:
Up to $76,000
$76,000 - $500,000
Over $500,000
2 -3 unit and undeveloped land
Market Rate Apartments:
Regular
Small City
Low-Income
Commercial /Industrial /Public Utility:
Up to $150,000
Over $150,000
Electric Generation Machinery
Seasonal Recreational Commercial:
Homestead Resorts (1c)
Up to $500,000
Over $500,000
Seasonal Resorts (4c)
Up to $500,000
Over $500,000
Seasonal Recreational Residential:
Up to $76,000
$76,000 - $500,000
Over $500,000
Disabled Homestead
Agricultural Land & Buildings:
Homestead:
Up to $115,000
$115,000 - $600,000
Over $600,000
Non - homestead
' Rate reduced to 1.25% in pay 2003 and thereafter
2 Rate reduced to 1.5% in pay 2003 and 1.25% in pay 2004 and thereafter
3 Rate reduced to 1 % in pay 2003, classification abolished thereafter
4 Exempt from referendum market value tax
OFFICIAL STATEMENT
CITY OF ROSEMOUNT, MINNESOTA
$3,395,000
GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 2002A
$1,195,000
GENERAL OBLIGATION WATER AND STORM WATER REVENUE BONDS, SERIES 2002B
Local Tax $1,795,000
Payable ROSEMOUNT PORT AUTHORITY MINNESOTA
2002
GENERAL OBLIGATION PORT AUTHORITY BONDS, SERIES 2002C
1.000%
1.000% (BOOK ENTRY ONLY)
1.250%
Local Tax
Payable
2001
1.000% INTRODUCTORY STATEMENT
1.000%
1.250% This Official Statement contains certain information relating to the City of Rosemount,
1.500 %' Minnesota (the "City ") and its issuance of $3,395,000 General Obligation Improvement Bonds,
Series 2002A (the "Improvement Bonds ") and $1,195,000 General Obligation Water and Storm
1.800 % Water Revenue Bonds, Series 2002B (the "Revenue Bonds "). This Official Statement also
0.900 %, 1.800%, contains information relating to the Rosemount Port Authority, Minnesota (the "Authority ") and
its issuance of $1,795,000 General Obligation Port Authority Bonds, Series 2002C (the "Port
Authority Bonds "). The Improvement Bonds, the Revenue Bonds, and the Port Authority
1.500% Bonds are collectively referred to as the "Bonds," the "Obligations" or the "Issues ". The Bonds
2.000%
2.000 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. For a discussion of the Authority, see page 23 of this
Official Statement. The purpose and additional sources of security for the Issues are further
described herein.
1.000%
1.250% Inquiries may be directed to Mr. Jeffrey May, Finance Director, City of Rosemount,
1.000% 2875 145th Street West, Rosemount, Minnesota 55068 -4997, or by telephoning
1.250% (651) 423 -4411. Inquiries may also be made to Springsted Incorporated, 85 East Seventh
Place, Suite 100, St. Paul, Minnesota 55101 -2887, or by telephoning (651) 223 -3000. If
1.0004 information of a specific legal nature is desired, requests may be directed to Ms. Mary Dyrseth,
1.000% 4 Briggs and Morgan, Professional Association, Bond Counsel, 2200 First National Bank
1.250 % Building, St. Paul, Minnesota 55101, or by telephoning (651) 223 -6625.
0.450%
CONTINUING DISCLOSURE
0.550 %
1.000oi4 In order to assist the Underwriters in complying with SEC Rule 15c2 -12 the Rule
1.000 ro ( "), pursuant
1.000 % to the Award Resolutions for the Improvement Bonds and the Revenue Bonds, the City has
entered into an undertaking and pursuant to the Award Resolution for the Port Authority
Bonds, the Authority and the City have entered in an undertaking (collectively the
"Undertakings ") for the benefit of holders or beneficial owners of the Bonds 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 Undertakings, as well as the information to
1.000%
1.650%
1.650%
1.200%
1.650%
1.650%
1.650%
2.400%
2.150%
1.000%
2.400%
3.400%
3.400%
1.000%
1.000%
1.650%
1.650%
1.200%
1.650%
1.650%
0.450%
0.350%
0.800%
1.200%
1.200%
III -6
-1 -
be contained in the annual report or the notices of material events, is set forth in the
Undertakings 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 Bonds and (iii) acceptable to the Mayor and Clerk of the
City and, for the Port Authority Bonds, also to the Chair and Executive Director of the
Authority. The City and the Authority have never failed to comply in all material respects with
any previous undertakings under the Rule to provide annual reports or notices of material
events. A failure by the City or the Authority to comply with the Undertakings will not constitute
an event of default on the Bonds (although holders or other beneficial owners of the Bonds will
have the sole remedy of bringing an action 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 or sale of the Bonds
in the secondary market. Consequently, such a failure may adversely affect the transferability
and liquidity of the Bonds and their market price.
THE BONDS
General Description
The Bonds are dated as of July 1, 2002 and issued in book entry form. Interest on the Bonds
is payable February 1, 2003 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 Bonds will be paid as described in the section herein
entitled "Book Entry System." Bonds will mature in the amounts and on the dates shown on
the cover of this Official Statement. U.S. Bank Trust National Association, Saint Paul,
Minnesota will serve as Registrar for the Bonds. The City will pay for registration services.
Optional Redemption
The City may elect on February 1, 2008, and on any day thereafter, to prepay Improvement
Bonds due on or after February 1, 2009. The City may elect on February 1, 2011, and on any
day thereafter, to prepay Revenue Bonds due on or after February 1, 2012. The Authority
may elect on February 1, 2011, and on any day thereafter, to prepay Port Authority Bonds due
on or after February 1, 2012. Redemption may be in whole or in part and if in part at the
option of the City or the Authority, as the case may be, and in such manner as the City or the
Authority shall determine. If less than all Bonds of a maturity are called for redemption, the
City or the Authority, as the case may be, 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.
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-2-
Metropolitan Revenue Distribution (Chapter 473F, Minnesota Statutes)
"Fiscal Disparities Law"
The Charles R. Weaver Metropolitan Revenue Distribution Act, more commonly known as
"Fiscal Disparities," was first implemented for taxes payable in 1975. Forty percent of the
increase in commercial - industrial (including public utility and railroad) net tax capacity valuation
since 1971 in each assessment district in the Minneapolis /St. Paul seven - county metropolitan
area (Anoka, Carver, Dakota, excluding the City of Northfield, Hennepin, Ramsey, Scott,
excluding the City of New Prague, and Washington Counties) is contributed to an area -wide
tax base. A distribution index, based on the factors of population and real property market
value per capita, is employed in determining what proportion of the net tax capacity value in
the area -wide tax base shall be distributed back to each assessment district.
Iron Range Fiscal Disparities
In 1996 Minnesota Legislature established a commercial - industrial tax base sharing program
for the Iron Range that is modeled after the Twin Cities metropolitan area program commonly
known as "fiscal disparities."
Under the Iron Range Fiscal Disparities ( "IRFD ") program, 40% of the growth in each
municipality's commercial - industrial tax base after 1995 is contributed to an area wide pool.
The tax base pool is distributed back to municipalities on the basis of property wealth per
capita; i.e., municipalities with lower property wealth receive greater distributions. For the
purposes of the IRFD program, commercial - industrial property includes public utility property,
but does not include commercial, seasonal, recreational property. All local taxing jurisdictions
in the area, including counties, cities, towns (including unorganized towns), school districts,
and special taxing districts, participate in the IRFD program.
The IRFD program is identical to the Twin Cities metropolitan area program except for the
provisions summarized below:
1. The geographical area involved is the taconite tax relief area. This includes all of Cook
County and Lake County, most of Itasca County and St. Louis County (the City of
Duluth and surrounding area is not included), portions of Aitkin County and Crow Wing
County, and a very small portion of Koochiching County.
2. The base year is 1995, so that 40% of the growth in commercial - industrial tax base
after 1995 will be shared. The first tax year to be affected was 1997/98.
3. Municipalities are not required to share commercial - industrial growth in tax increment
financing (TIF) districts created before May 1, 1996.
4. Municipalities that consciously exclude commercial - industrial development are excluded
from participation. This will be determined by a joint effort of the Department of
Revenue (MnDOR) and the Iron Range Resources and Rehabilitation Board (IRRRB).
In September 2000, a lower court declared the Iron Range Fiscal Disparities Act
unconstitutional. In April 2001, this ruling was overturned by the Minnesota Court of Appeals.
In July of 2001, the Minnesota Supreme Court agreed to review the Act. What the outcome
may be or what effect, if any, these court proceedings may have, can not be determined at this
time.
DTC is a limited - purpose trust company organized under the New York Banking Law, a
"banking organization" within the meaning of the New York Banking Law, a member of the
Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform
Commercial Code, and a "clearing agency" registered pursuant to the provisions of
Section 17A of the Securities Exchange Act of 1934. DTC holds securities that its participants
( "Direct Participants ") deposit with DTC. DTC also facilitates the settlement among Direct
Participants of securities transactions, such as transfers and pledges, in deposited securities
through electronic computerized book -entry changes in 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 owned by a number of its Direct
Participants and 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, and trust companies 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.
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, 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.
Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect to
the Obligations. Under its usual procedures, DTC mails an Omnibus Proxy to the Registrar as
soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting
III -4
-3-
or voting rights to those Direct Participants to whose accounts the Obligations are credited on
the record date (identified in a listing attached to the Omnibus Proxy).
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 on the payable date in accordance with their respective
holdings shown on DTC's records, unless DTC has reason to believe that it will not receive
payment on the payable date. 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, the City or
the Authority, 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,
disbursement of such payments to Direct Participants is the responsibility of DTC, and
disbursement of such payments to the Beneficial Owners is 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 printed and delivered.
The City or the Authority 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 City and the Authority believe to be reliable, but neither the City
nor the Authority takes responsibility for the accuracy thereof.
THE IMPROVEMENT BONDS
The Improvement 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 reconstruction for the South Rose Park project; new roads, water, storm water, and
sanitary sewer construction for the Connemara Phase 1 project; new roads, water, and sewer
construction for the Biscayne Avenue project; and improvements to the roads, water, and
sewer for the 140 Street East Development project.
Certain property tax levies are authorized outside of the new overall levy limitation ( "special
levies "). Special levies include debt service levies for bonded indebtedness, excluding
installment payments on conditional sales contracts, debt service on state -aid road bonds,
payments on contracts for deed, any levies to pay debt service on tax increment revenue
bonds, and lease payments under certificates of participation. In order to receive approval for
any special levy claims outside of the overall levy limitation, requests for such special levies
must be submitted to the Property Tax Division of the Department of Revenue on or before
September 15th in the year in which the levy is to be made for collection in the following year.
The Department of Revenue has the authority to approve, reduce or deny a special levy
request. Final adjustments to all levies must be made by the Department of Revenue on or
before December 10th.
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.
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.
-4- III -3
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 primarily at easing the effect of significant tax increases.
The circuit breaker credit and targeted credits are reimbursed to the taxpayer upon application
by the taxpayer. Property tax levy reduction aid includes educational aids, local governmental
aid, equalization aid, homestead and agricultural credit aid (HACA) and disparity reduction aid.
HACA has been repealed for cities, school districts, and townships.
Levy Limitations for Counties and Cities (M.S. 275.70 to 275.74)
Levy limitations are in effect for taxes levied in 2001 and 2002 for all counties and cities with
populations exceeding 2,500. Levy increases for cities are limited to its adjusted levy limit
base from 1999 plus any increase due to growth in population. Counties are limited in their
levy increases to the difference between their adjusted levy limit from 1999 plus any increase
due to growth in population and one -half of the county's share of the net cost to the state for
assumption of district court costs.
The composition of the Improvement Bonds is as follows:
Project Costs $ 6,307,352
Less: Contribution from Other Sources (2,301,100)
Available City Funds (731,100'
Net Project Costs $ 3,275,152
Capitalized Interest 64,611
Allowance for Discount Bidding 28,857
Costs of Issuance 26.380
Total Improvement Bonds $ 3,395,000
Security and Financing
The Improvement 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 $2,795,000 are expected to be filed in October 2002 over a term of
five years, with even annual installments of principal, and interest charged on the unpaid
balance at a rate of 2% over the interest rate on the Improvement Bonds. Special
assessments in the principal amount of $482,900 are expected to be filed in October 2003
over a term of ten years, with even annual installments of principal, and interest charged on
the unpaid balance at a rate of 2% over the interest rate on the Improvement Bonds. Since
the first interest payment comes due prior to first collection of the assessments, capitalized
interest in the approximate amount of $64,611 has been included in the principal amount of
the Improvement Bonds to make that payment. Thereafter, each year's special assessments
and taxes, 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 interest coming due the following February 1. No
tax levy is expected to be necessary for payment of the Improvement Bonds.
THE REVENUE BONDS
Authority and Purpose
The Revenue Bonds are being issued pursuant to Minnesota Statutes, Chapters 444 and 475. The
proceeds will be used to finance the costs of construction of a new well and storm sewer
construction for the Brockway Draw project.
The composition of the Revenue Bonds is as follows:
Project Costs $1,164,200
Costs of Issuance 17,058
Allowance for Discount Bidding 13,742
Total Revenue Bonds $1,195,000
Security and Financing
The Revenue 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 net
revenues of the City's water and storm water utilities. The City covenants that it will charge
rates sufficient for the operation and maintenance of the City's water and storm water utilities,
and to make debt service payments on the Revenue Bonds and on other outstanding general
obligation bonds to which the net revenues of the water and storm water utilities are also
pledged, a listing of which is found on page 13 of this Official Statement. Net revenues of the
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APPENDIX III
City's water and storm water utilities are expected to be sufficient to make the August 1
interest payment due in the year of collection and the February 1 principal and interest
payment due in the following year. The City does not expect a general ad valorem tax levy to
be required for repayment of the Revenue Bonds.
THE PORT AUTHORITY BONDS
Authority and Purpose
SUMMARY OF TAX LEVIES, PAYMENT PROVISIONS, AND
MINNESOTA REAL PROPERTY VALUATION
(effective through payable 2002)
Following is a summary of certain statutory provisions effective through 2001 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.
The Port Authority Bonds are being issued pursuant to Minnesota Statutes, Section 469.060
and Chapter 475. The proceeds will be used to finance the costs of street and sidewalk
reconstruction, storm water and sanitary sewer construction, burying power cables, and
decorative lighting for the Trunk Highway 3 Enhancement project. The composition of the Port
Authority Bonds is as follows:
Project Costs $2,425,658
Less: Available Funds (665,000
Net Project Costs $1,760,658
Costs of Issuance 19,085
Allowance for Discount Bidding 15,257
Total Port Authority Bonds $1,795,000
Security and Financing
The Port Authority 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. The City will make its first
levy for the Port Authority Bonds in 2002 for collection in 2003. The first payment due
February 1, 2003, will be paid with available City funds. Thereafter, each year's tax
collections, 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 interest coming due February 1 of the
following year. To the extent available, the City expects to use special assessments against
benefited properties and net revenues of the storm water utility to reduce the amount of the tax
levies necessary to make the principal and interest payments on the Authority Bonds.
FUTURE FINANCING
Neither the City nor the Authority has any additional long -term borrowing anticipated for at
least the next 90 days.
LITIGATION
Neither the City nor the Authority is aware of any threatened or pending litigation affecting the
validity of the Bonds or the ability to meet their financial obligations.
Property Valuations (Chapter 273, Minnesota Statutes)
Assessor's Estimated Market Value Each parcel of real property subject to taxation must, by
statute, be appraised at least once every four 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 Effective through assessment year 2002, the amount of
increase in market value for all property classified as agricultural homestead or non -
homestead, residential homestead or non - homestead, or non - commercial seasonal
recreational residential, which is entered by the assessor in the current assessment year, may
not exceed the greater of (i) 10.0% of the value in the preceding assessment or (ii) 15% of the
difference between the current assessment and the preceding assessment.
Indicated Market Value Because the Estimated Market Value as determined by an assessor
may not represent the price of real property in the marketplace, the "Indicated Market Value" is
generally regarded as more representative of full value. The Indicated Market Value is
determined by dividing the Estimated Market Value of a given year by the same year's sales
ratio determined by the State Department of Revenue. The sales ratio represents the overall
relationship between the Estimated Market Value of property within the taxing unit and actual
selling price.
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 Estimated 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 Estimated 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.
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LEGALITY
EXHIBIT A
Bloomberg Municipal Repository
100 Business Park Drive
Skillman, NJ 08558
Phone: (609) 279 -3225
Fax: (609) 279 -5962
Email: Munis @Bloomberg.com
FT Interactive Data
Attn: NRMSIR
100 William Street
New York, NY 10038
Phone: (212) 771 -6999
Fax: (212) 771 -7390
E -mail: NRMSIR@FTID.com
Standard & Poor's J.J. Kenny Repository
55 Water Street - 45th Floor
New York, NY 10041
Phone: (212) 438 -4595
Fax: (212) 438 -3975
Email: nrmsir repository @sandp.com
DPC Data Inc.
One Executive Drive
Fort Lee, NJ 07024
Phone: (201) 346 -0701; Fax: (201) 947 -0107
E -Mail: nrmsir@dpcdata.com
The Bonds 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 Bond 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 Bonds is not an item of tax
preference for purposes of computing the federal alternative minimum tax imposed on
individuals and corporations or the Minnesota alternative minimum tax applicable to individuals,
estates or trusts; provided that interest on the Bonds 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 Bonds or arising with respect to ownership of the Bonds.
Preservation of the exclusion of interest on the Bonds from federal gross income and state
gross and taxable net income, however, depends upon compliance by the City and the
Authority with all requirements of the Internal Revenue Code of 1986, as amended, (the
"Code ") that must be satisfied subsequent to the issuance of the Bonds in order that interest
thereon be (or continue to be) excluded from federal gross income and state gross and taxable
net income.
The City will covenant to comply with requirements necessary under the Code to establish and
maintain the Bonds as tax - exempt under Section 103 thereof, including without limitation,
requirements relating to temporary periods for investments and limitations on amounts
invested at a yield greater than the yield on the Bonds.
OTHER FEDERAL TAX CONSIDERATIONS
II -16
Property and Casualty Insurance Companies
Property and casualty insurance companies are required to reduce 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 Bonds.
-7-
Foreign Insurance Companies
Foreign companies carrying on an insurance business in the United States are subject to a tax
on income which is effectively connected with their conduct of any trade or business in the
United States, including "net investment income." Net investment income includes tax - exempt
interest such as interest on the Bonds.
Branch Profits Tax
A foreign corporation is subject to a branch profits tax equal to 30% of the "dividend equivalent
amount" for the taxable year. The "dividend equivalent amount" is the foreign corporation's
"effectively connected earnings and profits" adjusted for increase or decrease in "U.S. net
equity." A branch's earnings and profits may include tax - exempt municipal bond interest, such
as interest on the Bonds.
Passive Investment Income of S Corporations
Passive investment income, including interest on the Bonds, may be subject to federal income
taxation under Section 1375 of the Code for an S corporation that has Subchapter C earnings
and profits at the close of the taxable year if more than 25% of the gross receipts of such
S corporation is passive investment income.
Financial Institutions
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 Bonds but for the designation as Qualified Tax - Exempt
Obligations below. See "Bank- Qualified Tax - Exempt Obligations" below.
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 Bonds. The receipt or accrual of interest on the
Bonds may otherwise affect the federal income tax (or Minnesota income tax or franchise tax)
liability of the recipient based on the particular taxes to which the recipient is subject and the
particular tax status of other items of income or deductions. All prospective purchasers of the
Bonds are advised to consult their own tax advisors as to the tax consequences of, or tax
considerations for, purchasing or holding the Bonds.
BANK - QUALIFIED TAX- EXEMPT OBLIGATIONS
The City and the Authority will designate the Bonds as "qualified tax - exempt obligations" for
purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended, relating to
the ability of financial institutions to deduct from income for federal income tax purposes,
interest expense that is allocable to carrying and acquiring tax - exempt obligations. "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.
ff-*M
Date: , 2002
ROSEMOUNT PORT AUTHORITY,
MINNESOTA
By -
Its
By -
Its
CITY OF ROSEMOUNT, MINNESOTA
By
Its
By -
Its
II -15
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
securities laws to the effect that such amendment or waiver would not materially impair the
interests of Bondholders.
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 Agreement to update such
information or include it in any future Annual Report or notice of an Occurrence.
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 appropriate,
including seeking mandate 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.
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
rights in any other person or entity.
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
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 Undertaking if the Issuer determines that
such modification is required by the Rule, or by a court of competent jurisdiction.
II -14
RATINGS
Applications for ratings of the Bonds 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 Bonds.
FINANCIAL ADVISOR
The City and the Authority have retained Springsted Incorporated, Advisors to the Public
Sector, of St. Paul, Minnesota, as financial advisor (the "Financial Advisor ") in connection with
the issuance of the Bonds. In preparing the Official Statement, the Financial Advisor has
relied upon governmental officials, and other sources, who have access to relevant data to
provide accurate information for the Official Statement, and the Financial Advisor has not been
engaged, nor has it undertaken, to independently verify the accuracy of such information. The
Financial Advisor is not a public accounting firm and has not been engaged by the City or the
Authority to compile, review, examine or audit any information in the Official Statement in
accordance with accounting standards. The Financial Advisor is an.independent advisory firm
and is not engaged in the business of underwriting, trading or distributing municipal securities
or other public securities and therefore will not participate in the underwriting of the Bonds.
CERTIFICATION
The City and the Authority have authorized the distribution of this Official Statement for use in
connection with the initial sale of the Bonds. As of the date of the settlement of the Bonds, the
Purchaser(s) will be furnished with a certificate signed by the appropriate officers of the City
and the Authority. 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 Omnibus Tax Bill adopted by the Minnesota Legislature during the First Special
Session in 2001 made numerous changes to the Minnesota property tax system. Please
see Appendix III of this Official Statement for a further discussion of those changes.
CITY PROPERTY VALUES
2001 Indicated Market Value of Taxable Property: $1,107,415,760
Calculated by dividing the county assessor's estimated market value of $976,740,700 by the 2000
sales ratio of 88.2% for the City as determined by the State Department of Revenue. (2001 sales
ratios are not yet available.)
2001 Taxable Net Tax Capacity: $11,262,405
2001 Net Tax Capacity
Less: Captured Tax Increment Tax Capacity
Contribution to Fiscal Disparities
Plus: Distribution from Fiscal Disparities
2001 Taxable Net Tax Capacity
$11,633,666
(319,097)
(1,191,592)
1,139,428
$11,262,405
2001 Taxable Net Tax Capacity by Class of Property
Commercial /Industrial, Public Utility and
Personal Property
Residential Homestead
Apartments
Agricultural
Railroad
$3,124,277
7,646,902
252,947
220,513
17,766
27.7%
67.9
2.2
2.0
0.2
Total
$11,262,405
Reflects adjustments for fiscal disparities and captured tax increment tax capacity.
Trend of Values
100.0%
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 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 Accounting 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 Repositories when available.
Reporting of Significant Events
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:
Principal and interest payment delinquencies on the Bonds.
Non - payment related defaults.
Unscheduled draws on debt service reserves reflecting financial difficulties.
Unscheduled draws on credit enhancements reflecting financial difficulties.
Substitution of credit or liquidity providers or their failure to perform.
Adverse tax opinions or events affecting the tax exempt status of the Bonds.
Modifications to rights of holders of the Bonds.
Giving of a notice of optional or unscheduled redemption of any Bonds.
Defeasances.
Release, substitution or sale of property securing repayment of the Bonds.
Rating changes.
Whenever an event listed in Section 5.A. above has occurred, the Issuer shall as soon as
possible determine if such event would constitute material information for holders 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 the State Depository, if any.
(a) Calculated by dividing the county assessor's estimated 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 legislative changes in 2001 to the Minnesota
property tax laws. The decrease in taxable tax capacity in 1998 was attributable primarily to
reductions in property tax class rates.
-10-
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 Dissemination Agent.
11 -13
The Issuer agrees to provide or cause to be provided, in a timely manner, each National
Indicated
Estimated
Taxable Tax
Repository or the MSRB and the State Depository, if any, notice of a failure by the Issuer to
Market Value
Market Value
Capacity
provide the Annual Reports described in Section 4.
2001
$1,107,415,760
$976,740,700
$11,262,405
2000
959,718,481
846,471,700
14,047,202
Termination of Reporting Obligation The Issuer's obligations under this Disclosure
1999
804,301,213
729,501,200
11,918,341
Undertaking shall terminate upon the legal defeasance, prior redemption or payment in full of all
1998
712,653,413
657,779,100
10,638,961
of the Bonds.
1997
674,816,358
618,806,600
10,816,390
(a) Calculated by dividing the county assessor's estimated 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 legislative changes in 2001 to the Minnesota
property tax laws. The decrease in taxable tax capacity in 1998 was attributable primarily to
reductions in property tax class rates.
-10-
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 Dissemination Agent.
11 -13
"Official Statement" shall be the Official Statement dated 2002,
prepared in connection with the Certificates.
"Owners" shall mean the registered holders and, if not the same, the beneficial owners of
any Bond.
"Participating Underwriter" shall mean any of the original underwriters of the Bonds
required to comply with the Rule in connection with offering 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.
"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.
Provision of Annual Reports
Beginning in connection with the Fiscal Year ending on December 31, 2002, the Issuer
shall, or shall cause the Dissemination Agent to, as soon as possible, but in any event not later
than December 31, 2003, 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.
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.
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:
An update of the operating and financial data of the type of information contained in the
Official Statement under the caption CITY PROPERTY VALUES; "CITY INDEBTEDNESS ",
and "CITY TAX RATES, LEVIES AND COLLECTIONS ".
II -12
Ten of the Largest Taxpayers in the City
Total $2,408,024'
Represents 21.4% of the City's 2001 taxable net tax capacity.
CITY INDEBTEDNESS
Legal Debt Limit
Debt Limit (2% of Estimated Market Value) $19,534,814
Less: Outstanding Net Debt Subject to Limit (1,934,266
Legal Net Debt Margin at May 2, 2002 $17,600,548
General Obligation Debt Supported by Taxes(a)
Date Original
of Issue Amount
11 -1 -92 $1,080,000
7 -1 -96 1,780,000
12 -1 -01 725,000
Purpose
Community Center
Fire Station
Community Center Refunding
Principal
2001 Net
Taxpayer
Type of Business
Tax Capacity
Great Northern Oil Co. /Koch Refining
Oil Refinery
$1,571,636
Xcel Energy
Utility
268,951
Centex Homes
Homes/Townhomes
88,837
Bigos- Rosemount LLC
(Cannon Equipment)
Manufacturing
82,904
Limerick Way LLC
Townhouses
81,651
CF Industries, Inc. ( Cenex)
Fertilizer
69,166
CP Limited Partnership
Mobile Homes
64,844
CUE Properties LLC
Trucking/Warehouse
63,705
Continental Nitrogen &
Resources Corp.
Fertilizer Blending & Plant Food
63,212
Webb Properties
Manufacturing
53,118
Total $2,408,024'
Represents 21.4% of the City's 2001 taxable net tax capacity.
CITY INDEBTEDNESS
Legal Debt Limit
Debt Limit (2% of Estimated Market Value) $19,534,814
Less: Outstanding Net Debt Subject to Limit (1,934,266
Legal Net Debt Margin at May 2, 2002 $17,600,548
General Obligation Debt Supported by Taxes(a)
Date Original
of Issue Amount
11 -1 -92 $1,080,000
7 -1 -96 1,780,000
12 -1 -01 725,000
Purpose
Community Center
Fire Station
Community Center Refunding
Total
(a) These issues are subject to the statutory debt limit.
(b) Excludes the maturities refunded by the City's General Obligation Community Center Refunding
Bonds, Series 2001 E.
- 11 -
Principal
Final
Outstanding
Maturity
As of 5 -2 -02
2 -1 -2003
$ 50,000 (b)
2 -1 -2016
1,385,000
2 -1 -2013
725,000
$2,160,000
Total
(a) These issues are subject to the statutory debt limit.
(b) Excludes the maturities refunded by the City's General Obligation Community Center Refunding
Bonds, Series 2001 E.
- 11 -
General Obligation Debt Supported Primarily by Special Assessments
General Obligation Port Authority Debt
Date Original
of Issue Amount
Purpose
11 -1 -92 $3,425,000
11 -1 -93 580,000
8 -1 -94 1,630,000
4 -1 -98 2,405,000
9 -1 -00 1,750,000
8 -15 -01 2,045,000
7 -1 -02 1,795,000
Total
Municipal Building
Land Purchase for Business
Park (Taxable)
Business Park Street and Utility
Improvements
Municipal Building Refunding
Business Park Infrastructure
Improvements
City Hall
Highway 3 Enhancement
(the Port Authority Bonds)
"Audited Financial Statements" shall mean the financial statements of the Issuer audited
Principal annually by an independent certified public accounting firm, prepared pursuant to generally
Final Outstanding accepted accounting principles promulgated by the Financial Accounting Standards Board,
Maturity As of 5 -2 -02 modified by governmental accounting standards promulgated by the Government Accounting
Standards Board.
2 -1 -2003 $ 95,000(a)
2 -1 -2009
345,000(b)
"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.
2 -1 -2011
2 -1 -2018
2 -1 -2011
2 -1 -2022
2 -1 -2013
1,125,000(b)
2,405,000(x)
1,640,000(
2,045,000(d)
1.795.000(e)
$9,450,000
(a) Debt service payments on these issues are made from a combination of user fees from the municipal
multi- purpose arena, and certain special tax and general fund levies.
(b) These issues are being repaid from a combination of tax increment revenues, ad valorem tax levies
and land sales.
( This issue is being repaid from a combination of tax increment revenues and ad valorem tax levies.
(d) This issue is being repaid from ad valorem taxes levied by the City.
(e) This issue is being repaid from a combination of tax levies, special assessments, and storm water
utility revenues.
-12-
"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 Securities Rulemaking 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 5.A of this Disclosure
Undertaking.
II -11
CONTINUING DISCLOSURE UNDERTAKING
Principal
Date
Original
Final
Outstanding
of Issue
Amount
Purpose
Maturit y
As of 5 -2 -02
This Continuing Disclosure Undertaking (the "Disclosure Undertaking ") is executed and
12 -1 -91
$ 265,000
Local Improvements
2 -1 -2003
$ 25,000
delivered by the Rosemount Port Authority, Minnesota and the City of Rosemount, Minnesota
9 -1 -92
895,000
Local Improvements
2 -1 -2004
125,000
(collectively, the "Issuer ") in connection with the issuance of $1,795,000 General Obligation Port
11 -1 -92
1,470,000
Local Improvements
2 -1 -2004
290,000
Authority Bonds, Series 2002C (the "Bonds "). The Bonds are being issued pursuant to a
8 -1 -93
555,000
Local Improvements
2 -1 -2005
150,000
Resolution adopted on June 18, 2002 by the Board of Commissioners of the Rosemount Port
8 -1 -94
1,605,000
Local Improvements
2 -1 -2006
740,000
Authority (the "Resolution "). Pursuant to the Resolution and this Undertaking, the Issuer
8 -1 -95
1,900,000
Local Improvements
2 -1 -2007
740,000
7 -1 -97
2,800,000
Local Improvements
2 -1 -2009
1,880,000
covenants and agrees as follows:
12 -1 -97
1,595,000
Local Improvements
2 -1 -2009
1,070,000
4 -1 -98
2,010,000
Local Improvements
2 -1 -2009
1,355,000
Purpose of the Disclosure Undertaking This Disclosure Undertaking is being executed
9 -1 -98
2,805,000
Local Improvements
2 -1 -2010
2,175,000
and delivered by the Issuer for the benefit of the Owners of the Bonds and in order to assist the
12 -1 -98
880,000
Local Improvements
2 -1 -2005
515,000
Participating Underwriters in complying with SEC Rule 15c2- 12(b)(5).
7 -1 -99
3,715,000
Local Improvements
2 -1 -2011
2,970,000
10 -1 -99
4,395,000
Local Improvements
2 -1 -2011
3,820,000
Definitions In addition to the definitions set forth in the Resolution, which apply to any
8 -15 -01
1,325,000
Local Improvements
2 -1 -2012
1,325,000
capitalized term used in this Disclosure Undertaking unless otherwise defined in this Section, the
7 -1 -02
3,395,000
Local Improvements
(the Improvement Bonds)
2 -1 -2013
3,395,000
following capitalized terms shall have the following meanings:
Total
$20,575,000
"Annual Report" shall mean any annual financial information provided by the Issuer
pursuant to, and as described in, Sections 3 and 4 of this Disclosure Undertaking.
General Obligation Port Authority Debt
Date Original
of Issue Amount
Purpose
11 -1 -92 $3,425,000
11 -1 -93 580,000
8 -1 -94 1,630,000
4 -1 -98 2,405,000
9 -1 -00 1,750,000
8 -15 -01 2,045,000
7 -1 -02 1,795,000
Total
Municipal Building
Land Purchase for Business
Park (Taxable)
Business Park Street and Utility
Improvements
Municipal Building Refunding
Business Park Infrastructure
Improvements
City Hall
Highway 3 Enhancement
(the Port Authority Bonds)
"Audited Financial Statements" shall mean the financial statements of the Issuer audited
Principal annually by an independent certified public accounting firm, prepared pursuant to generally
Final Outstanding accepted accounting principles promulgated by the Financial Accounting Standards Board,
Maturity As of 5 -2 -02 modified by governmental accounting standards promulgated by the Government Accounting
Standards Board.
2 -1 -2003 $ 95,000(a)
2 -1 -2009
345,000(b)
"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.
2 -1 -2011
2 -1 -2018
2 -1 -2011
2 -1 -2022
2 -1 -2013
1,125,000(b)
2,405,000(x)
1,640,000(
2,045,000(d)
1.795.000(e)
$9,450,000
(a) Debt service payments on these issues are made from a combination of user fees from the municipal
multi- purpose arena, and certain special tax and general fund levies.
(b) These issues are being repaid from a combination of tax increment revenues, ad valorem tax levies
and land sales.
( This issue is being repaid from a combination of tax increment revenues and ad valorem tax levies.
(d) This issue is being repaid from ad valorem taxes levied by the City.
(e) This issue is being repaid from a combination of tax levies, special assessments, and storm water
utility revenues.
-12-
"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 Securities Rulemaking 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 5.A of this Disclosure
Undertaking.
II -11
General Obligation Debt Supported by Revenues
Bloomberg Municipal Repository
100 Business Park Drive
Skillman, NJ 08558
Phone: (609) 279-3225
Fax: (609) 279 -5962
Email: Munis @Bloomberg.com
FT Interactive Data
Attn: NRMSIR
100 William Street
New York, NY 10038
Phone: (212) 771 -6999
Fax: (212) 771 -7390
E -mail: NRMSIR@FTID.com
Standard & Poor's J.J. Kenny Repository
55 Water Street - 45th Floor
New York, NY 10041
Phone: (212) 438 -4595
Fax: (212) 438 -3975
Email: nrmsir repository @sandp.com
DPC Data Inc.
One Executive Drive
EXHIBIT A
Fort Lee, NJ 07024
Phone: (201) 346 -0701; Fax: (201) 947 -0107
E -Mail: nrmsir @dpcdata.com
II -10
Total $6,685,000
Annual Calendar Year Debt Service Including These Issues
Year
2002 (at 5 -2)
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
G.O. Debt Supported
G.O. Debt Supported Primarily by
by Taxes Special Assessments
Principal Principal
Principal & Interest Principal & Interest
(Paid)
$ 120,000
135,000
140,000
150,000
150,000
160,000
170,000
175,000
185,000
190,000
200,000
120,000
130,000
135,000
$ 62,098.75
252,776.49
235,817.50
235,170.00
239,162.50
232,275.00
235,220.00
237,307.50
233,820.00
234,765.00
230,130.00
229,992.50
139,280.00
141, 935.00
139,050.00
(Paid)
$2,925,000
3,545,000
3,375,000
2,960,000
2,245,000
2,085,000
1,530,000
950,000
710,000
200,000
50,000
$ 412,507.86
3,758,703.96
4,231,150.00
3,917,282.50
3,368,367.50
2,542,072.50
2,289,325.00
1,653,835.00
1,016,470.00
737,722.50
206,537.50
51,087.50
Total $2,160,000(b) $3,078,800.24 $20,575,000(c) $24,185,061.82
(a) Includes the Improvement Bonds at an assumed average annual interest rate of 3.50 %.
(b) 72.9% of this debt will be retired within ten years.
(c) 99.8% of this debt will be retired within ten years.
-13-
Principal
Date
Original
Final
Outstanding
of Issue
Amount
Purpose
Maturity
As of 5 -2 -02
8 -1 -93
$ 945,000
Water Revenue Refunding
2 -1 -2005
$ 395,000
8 -1 -94
335,000
Storm Water Revenue
2 -1 -2005
105,000
8 -1 -94
700,000
State Aid Street Bonds
2 -1 -2004
165,000
7 -1 -96
1,035,000
Storm Water Revenue
2 -1 -2012
765,000
7 -1 -96
500,000
Water Revenue
2 -1 -2005
205,000
10 -1 -99
855,000
Storm Water Revenue
2 -1 -2015
780,000
9 -1 -00
1,160,000
Water Revenue
2 -1 -2016
1,130,000
8 -15 -01
1,140,000
Storm Water Revenue
2 -1 -2017
1,140,000
12 -1 -01
805,000
Storm Water Revenue Refunding
2 -1 -2008
805,000
7 -1 -02
1,195,000
Water and Storm Water Revenue
(the Revenue Bonds)
2 -1 -2018
1,195,000
Total $6,685,000
Annual Calendar Year Debt Service Including These Issues
Year
2002 (at 5 -2)
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
G.O. Debt Supported
G.O. Debt Supported Primarily by
by Taxes Special Assessments
Principal Principal
Principal & Interest Principal & Interest
(Paid)
$ 120,000
135,000
140,000
150,000
150,000
160,000
170,000
175,000
185,000
190,000
200,000
120,000
130,000
135,000
$ 62,098.75
252,776.49
235,817.50
235,170.00
239,162.50
232,275.00
235,220.00
237,307.50
233,820.00
234,765.00
230,130.00
229,992.50
139,280.00
141, 935.00
139,050.00
(Paid)
$2,925,000
3,545,000
3,375,000
2,960,000
2,245,000
2,085,000
1,530,000
950,000
710,000
200,000
50,000
$ 412,507.86
3,758,703.96
4,231,150.00
3,917,282.50
3,368,367.50
2,542,072.50
2,289,325.00
1,653,835.00
1,016,470.00
737,722.50
206,537.50
51,087.50
Total $2,160,000(b) $3,078,800.24 $20,575,000(c) $24,185,061.82
(a) Includes the Improvement Bonds at an assumed average annual interest rate of 3.50 %.
(b) 72.9% of this debt will be retired within ten years.
(c) 99.8% of this debt will be retired within ten years.
-13-
Annual Calendar Year Debt Service Including These Issues (continued)
(a) Includes the Port Authority Bonds at an assumed average annual interest rate of 3.90 %.
(b) Includes the Revenue Bonds at an assumed average annual interest rate of 4.45 %.
(c) 73.8% of this debt will be retired within ten years.
(d) 74.6% of this debt will be retired within ten years.
Lease - Purchase Agreements
The City has entered into a lease- purchase agreement dated March 28, 1995 for the
acquisition of various equipment and vehicles. The principal amount of the lease is $362,000,
with semiannual payments of $25,359. The final payment is due August 1, 2005.
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. Final payment
will be due June 1, 2006.
The City entered into a lease- purchase agreement dated May 31, 2001 for the acquisition of
various equipment and vehicles. The principal amount of the lease is $885,000, with
semiannual payments of $57,660. The final payment will be due August 1, 2011.
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 securities laws to the effect that such amendment or waiver would not materially impair
the interests of Owners.
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.
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 appropriate,
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.
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
rights in any other person or entity.
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
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 Undertaking if the Issuer determines that
such modification is required by the Rule or by a court of competent jurisdiction.
Date:
CITY OF ROSEMOUNT
By
Its
LM
HE
2002
-14-
G.O. Debt Supported
G.O. Port Authority Debt
by
Revenues
Principal
Principal
Year
Principal
& Interest
Principal
& Interest
2002 (at 5 -2)
(Paid)
$ 248,781.55
(Paid)
$ 156,299.97
2003
$ 410,000
863,225.68
$ 620,000
918,123.56
2004
710,000
1,115,353.80
720,000
984,366.26
2005
735,000
1,110,465.05
670,000
903,478.76
2006
750,000
1,093,515.05
460,000
669,115.01
2007
790,000
1,099,266.92
475,000
664,471.26
2008
820,000
1,092,366.29
495,000
663,417.51
2009
780,000
1,014,396.29
355,000
504,308.76
2010
750,000
947,559.41
380,000
512,077.51
2011
790,000
950,190.65
400,000
513,432.51
2012
435,000
565,824.39
415,000
508,557.51
2013
455,000
565,413.76
340,000
415,218.76
2014
260,000
353,698.13
355,000
413,412.51
2015
270,000
350,867.50
375,000
415,311.26
2016
285,000
352,230.00
310,000
333,158.76
2017
305,000
357,587.50
205,000
215,429.38
2018
315,000
352,113.75
110,000
112,722.50
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
$9,450,000()
$13,083,720.72
$6,685,000(
$8,902,901.79
(a) Includes the Port Authority Bonds at an assumed average annual interest rate of 3.90 %.
(b) Includes the Revenue Bonds at an assumed average annual interest rate of 4.45 %.
(c) 73.8% of this debt will be retired within ten years.
(d) 74.6% of this debt will be retired within ten years.
Lease - Purchase Agreements
The City has entered into a lease- purchase agreement dated March 28, 1995 for the
acquisition of various equipment and vehicles. The principal amount of the lease is $362,000,
with semiannual payments of $25,359. The final payment is due August 1, 2005.
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. Final payment
will be due June 1, 2006.
The City entered into a lease- purchase agreement dated May 31, 2001 for the acquisition of
various equipment and vehicles. The principal amount of the lease is $885,000, with
semiannual payments of $57,660. The final payment will be due August 1, 2011.
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 securities laws to the effect that such amendment or waiver would not materially impair
the interests of Owners.
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.
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 appropriate,
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.
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
rights in any other person or entity.
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
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 Undertaking if the Issuer determines that
such modification is required by the Rule or by a court of competent jurisdiction.
Date:
CITY OF ROSEMOUNT
By
Its
LM
HE
2002
-14-
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 Accounting 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 Repositories when available.
Reporting of Significant Events
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:
principal and interest payment delinquency;
non - payment related defaults;
unscheduled draws on debt service reserves reflecting financial difficulties;
unscheduled draws on credit enhancements reflecting financial difficulties;
substitution of credit or liquidity providers, or their failure to perform;
adverse tax opinions or events affecting the tax- exempt status of the security;
modifications to rights of security holders;
optional or unscheduled redemption of any Bonds;
defeasances;
release, substitution or sale of property securing repayment of the Bonds; and
rating changes.
Whenever an event listed in Section 5.A. above has occurred, the Issuer shall as
soon as possible determine if such event would constitute material 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.
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 described in Section 4.
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.
Dissemination A 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 Dissemination Agent.
W
Summary of Direct Debt Including These Issues
Debt service funds are as of April 30, 2002 and include money to pay both principal and interest.
Indirect General Obligation Debt
Taxing Unit
Dakota County
ISD 196 (Rosemount -
Apple Valley- Eagan)
ISD 199 (Inver
Grove -Pine Bend)
ISD 200 (Hastings)
Metropolitan Council
Metropolitan Transit Dist.
Total
$18,859,564
(a) Only those units with debt outstanding are shown here.
(b) Excludes debt supported by revenues and tax and aid anticipation debt.
(c) Includes $20,230,000 of annual appropriation lease revenue debt.
(d) Does not include outstanding general obligation debt supported by sewer revenues, 911 user fees or
housing rental payments.
Debt Ratios Including These Issues
G.O. Net G.O. Indirect &
Direct Debt Net Direct Debt
To 2001 Indicated Market Value ($1,107,415,760) 1.34% 3.36%
Per Capita (15,640 - 2002 City Estimate) $804 $2,021
Excludes general obligation debt supported by revenues, state -aid street bonds and lease - purchase
agreements.
Gross
Less: Debt
Net
G.O. Debt
Debt
Service Funds
Direct Debt
G.O. Debt Supported by Taxes
$ 2,160,000
$ (225,734)
$1,934,266
G.O. Debt Supported by Special
4.2%
$ 2,912,070
100,284,156
Assessments
20,575,000
(13,718,043)
6,856,957
G.O. Port Authority Debt
9,450,000
(1,512,090)
7,937,910
G.O. Debt Supported by Revenues
6,685,000
(1,032,327)
5,652,673
Debt service funds are as of April 30, 2002 and include money to pay both principal and interest.
Indirect General Obligation Debt
Taxing Unit
Dakota County
ISD 196 (Rosemount -
Apple Valley- Eagan)
ISD 199 (Inver
Grove -Pine Bend)
ISD 200 (Hastings)
Metropolitan Council
Metropolitan Transit Dist.
Total
$18,859,564
(a) Only those units with debt outstanding are shown here.
(b) Excludes debt supported by revenues and tax and aid anticipation debt.
(c) Includes $20,230,000 of annual appropriation lease revenue debt.
(d) Does not include outstanding general obligation debt supported by sewer revenues, 911 user fees or
housing rental payments.
Debt Ratios Including These Issues
G.O. Net G.O. Indirect &
Direct Debt Net Direct Debt
To 2001 Indicated Market Value ($1,107,415,760) 1.34% 3.36%
Per Capita (15,640 - 2002 City Estimate) $804 $2,021
Excludes general obligation debt supported by revenues, state -aid street bonds and lease - purchase
agreements.
-15-
Debt Applicable to
2001 Taxable
G.O. Debt
Tax Capacity
in City
Net Tax Capacity
As of 5- 2 -02
Percent
Amount
$ 266,657,626
$ 69,335,000
4.2%
$ 2,912,070
100,284,156
139,210,432(c)
10.2
14,199,464
16,660,149
9,830,000
6.2
609,460
16,821,101
43,895,000
0.2
87,790
1,964,914,748
24,315,000(d)
0.6
145,890
1,723,299,577
129,270,000
0.7
904,890
-15-
CITY TAX RATES, LEVIES AND COLLECTIONS
Net
Collection Year
"Owners" shall mean the registered holders and, if not the same, the beneficial owners of
Levy /Collect
any Bonds.
Tax Capacity Rates
$6,182,224
2001/02
'Participating Underwriter" shall mean any of the original underwriters of the Bonds
For
required to comply with the Rule in connection with offering of the Bonds.
1997/98 1998/99 1999/00 2000/01 Total Debt Only
4,110,723
1997/98
"Repository" shall mean each National Repository and each State Depository.
Dakota County 27.349% 28.322% 27.247% 25.320% 33.102% -0-
4,289,223
City of Rosemount(a) 40.428 41.710 39.335 36.553 59.546 10.948%
'Resolution" shall mean the resolution or resolutions adopted by the Governing Body of
ISD 196(b) 58.462 56.311 53.231 53.249 28.883 15.644
the Issuer providing for, and authorizing the issuance of, the Bonds.
Special Districts(c) 5.797 6.702 6.455 6.378 5.021 1.849
4,018,588
99.0
'Rule" shall mean Rule 15c2- 12(b)(5) adopted by the Securities and Exchange
Total 132.036% 133.045% 126.268% 121.500% 126.552% 28.441%
Commission under the Securities Exchange Act of 1934, as the same may be amended from time
(a) The City also has a 2001102 tax rate of 0.01616% spread on the market value of property in support
to time or interpreted by the Securities and Exchange Commission.
of debt service on general obligation fire station bonds.
(b) Independent School District 196 (Rosemount -Apple Valley- Eagan) also has a 2001102 tax rate of
"State" shall mean the State of Minnesota.
0.17859% spread on the market value of property in support of an excess operating levy.
(c) Special districts include Metropolitan Council, Regional Transit District, Mosquito Control, Dakota
"State Depository" shall mean any public or private repository or entity designated by the
County Technical College, Dakota County Light Rail and Dakota County HRA.
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.
NOTE: Taxes are determined by multiplying the net tax capacity by the tax capacity rate, expressed as
a percentage (see Appendix 111).
Provision of Annual Reports
Tax Collections for the City
Collected During
Net
Collection Year
Amount
Levy /Collect
of Levy
2001/02
$6,182,224
2000/01
4,716,935
1999/00
4,289,662
1998/99
4,110,723
1997/98
4,059,202
Collected During
Collected
Collection Year
As of 4 -30 -02
Amount
Percent
Amount
Percent
(In Process of Collection)
$4,658,485
98.8%
$4,701,196
99.7%
4,255,292
99.2
4,289,223
99.9
4,076,854
99.2
4,110,644
99.9
4,018,588
99.0
4,049,622
99.8
The net levy excludes state aid for property tax relief and fiscal disparities, if applicable. The net levy
is the basis for computing tax capacity rates.
Beginning in connection with the Fiscal Year ending on December 31, 2002, the
Issuer shall, or shall cause the Dissemination Agent to, as soon as available, but in any event not
later than December 31, 2003, 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.
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.
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:
-16-
an update of the type of information contained in the Official Statement under the
caption CITY PROPERTY VALUES; CITY INDEBTEDNESS; and CITY TAX RATES,
LEVIES AND COLLECTIONS;
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 Annual Report.
11 -7
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
$1,195,000 General Obligation Water and Storm Water Revenue Bonds, Series 2002B (the
"Bonds "). The Bonds are being issued pursuant to a Resolution adopted June 18, 2002 (the
"Resolution "). Pursuant to the Resolution and this Undertaking, the Issuer covenants and agrees
as follows:
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).
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 described 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 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 Bonds, have the meaning given that term in
Minnesota Statutes, Section 475.5 1, Subdivision 9.
"MSRB" shall mean the Municipal Securities Rulemaking 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 5.A. of this Disclosure
Undertaking.
"Official Statement" shall be the Official Statement dated 2002,
prepared in connection with the Bonds.
III
FUNDS ON HAND
As of April 30, 2002
Fund
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
Cash and Investments
$ 2,805,917
2,104,538
227,351
225,734
13,718,043
1,512,090
1,032,327
4,778,475
10,239,850
88,917
$36,733,242
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.
Collateral ization 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 collate ralization level is 110 percent of the market value of principal and accrued interest.
-17-
The City attempts to diversify its investments according to type and maturity. The portfolio, as
much as possible, contains both short -term and long -term investments. The long -term portion
of the portfolio, meaning longer than five years, may not exceed 35% of the total funds in the
portfolio. This is done to reduce overall market risk of rates changing.
As of April 30, 2002 the City had a total of $34,941,648 invested funds as follows:
Amount Invested
ape of Security
Length of Investment
as of 4 -30 -02
Certificates of Deposit
Less than 12 months
$24,799,424
Certificates of Deposit
One to Ten years
3,471,808
U.S. Treasury Notes
12 months or less
982,700
Government Asset Backed Securities
Ten years or less
5,323,165
Mortgage Backed Securities
Over Ten years
364,551
Total $34,941,648
GENERAL INFORMATION CONCERNING THE CITY
The City of Rosemount, located in northern Dakota County, is a southern suburb of the
Minneapolis /Saint Paul metropolitan area. The City encompasses an area of 22,560 acres
and has 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 current population to be 15,640.
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 Koch Petroleum Group, CF Industries, Continental Nitrogen, Endres Processing 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 Koch refinery.
Koch is a leading producer of petroleum products in Minnesota and Wisconsin converting
210,000 barrels of crude oil into gasoline each day. This Rosemount company employs 850
full -time workers, and it has invested nearly $600 million recently in new equipment,
processes, training and operations.
In September 1999, Koch agreed to pay $3.5 million in fines to resolve a wastewater cleanup
dispute at its Rosemount facility. In July 2000, the company agreed to pay an additional
$1 million in fines related to air pollution issues at its facility located in the City and two facilities
in Corpus Christi, Texas. In the agreement signed with the Environmental Protection Agency,
Koch agreed to spend up to $80 million for pollution- reducing equipment and improvements at
the three refineries.
The University of Minnesota's Rosemount Research Center is located on an 8,000 acre tract of
land situated partially in the City. This facility is utilized by the University, other research
agencies, and private firms for agricultural and other research projects.
EXHIBIT A
Bloomberg Municipal Repository
100 Business Park Drive
Skillman, NJ 08558
Phone: (609) 279 -3225
Fax: (609) 279 -5962
Email: Munis @Bloombera com
FT Interactive Data
Attn: NRMSIR
100 William Street
New York, NY 10038
Phone: (212) 771 -6999
Fax: (212) 771 -7390
E -mail: NRMSIR@FTID.com
Standard & Poor's J.J. Kenny Repository
55 Water Street - 45th Floor
New York, NY 10041
Phone: (212) 438 -4595
Fax: (212) 438 -3975
Email: nrmsir repository @sandp.com
DPC Data Inc.
One Executive Drive
Fort Lee, NJ 07024
Phone: (201) 346 -0701; Fax: (201) 947 -0107
E -Mail: nrmsir @dpcdata.com
11 -5
M 13 1
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 securities laws to the effect that such amendment or waiver would not materially impair
the interests of Owners.
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.
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 appropriate,
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.
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
rights in any other person or entity.
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
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 Undertaking if the Issuer determines that
such modification is required by the Rule or by a court of competent jurisdiction.
Date:
CITY OF ROSEMOUNT
By
Its
By
Il
Major Employers
Employer
Independent School District 196
Koch Refining Company
Dakota County Technical College
Intermediate School District 917
Cannon Equipment Company
Greif Brothers Corporation
Spectro Alloys Corp.
Genz Ryan Plumbing & Heating
Reese Enterprises
Endres Processing Ltd.
City of Rosemount
Dakota County HRA
Astro Plastics
Rayfo Inc.
CF Industries, Inc. (Cenex)
Utilicorp United Inc. (People's Natural Gas)
Continental Nitrogen & Resources Corp.
(x) Represents total employment, not just within the City of Rosemount.
(b) Excludes over 140 part-time and seasonal employees.
Source: Minnesota Manufacturers Register, 2001 edition and survey of individual employers.
Labor Force Data
April
Approximate
April
Number
Product/Service
of Employees
Education
3,704(x)
Crude Oil
850
Education
775
Education
360
Manufacturing of Metal Parts
350
Multiwall Bags
150
Aluminum Alloys
110
Plumbing and Heating
90
Weather- stripping
80
Livestock Feed
80
Government
64(b)
Government
60
Plastics Manufacturing
50
Industrial Refuse Containers
50
Warehousing /Freight Terminal
46
Natural Gas
40
Chemicals
40
(x) Represents total employment, not just within the City of Rosemount.
(b) Excludes over 140 part-time and seasonal employees.
Source: Minnesota Manufacturers Register, 2001 edition and survey of individual employers.
Labor Force Data
April
2002
April
2001
Civilian
Unemployment
Civilian
Unemployment
Labor Force
Rate
Labor Force
Rate
Dakota County 225,922
3.6%
220,999
2.4%
Minneapolis /St. Paul MSA 1,797,699
4.1
1,761,332
3.0
Minnesota 2,850,522
4.5
2,805,115
3.9
Source: Minnesota Department of Economic Security. 2001 data are preliminary.
Building Permits Issued by the City
Includes $17, 000, 000 for Koch Refining
2002
New Single Familv Homes
Number
Value
Total Permits
$17,966,367
Number Value
2002 (to 4 -30)
244
$20,127,269
2001
1,009
82,897,167
2000
862
52,125,217
1999
1,021
50,950,727
1998
739
31,939,355
1997
601
24,173,652
1996
655
28,440,950
1995
641
30,376,849
1994
662
32,969,672
1993
592
39,154,474
1992
633
43,352,223'
Includes $17, 000, 000 for Koch Refining
2002
New Single Familv Homes
Number
Value
87
$17,966,367
304
60,458,504
285
39,074,424
357
40,780,200
190
21,856,164
99
10,942,651
130
13, 941, 688
190
20,529,873
223
23,329,937
196
20,716,580
234
23,046,277
11-4
-19-
Recent and Proposed Development
Last year the City saw four construction projects within the Business Park. On one parcel, a
specialty printing company built an additional 48,000 square foot expansion. On another
parcel, a 71,000 square foot facility was built to house a quality custom cabinet/millwork
business. The Port Authority sold parcels for two more light industrial developments. One is a
$1 million, 20,000 square foot office /warehouse for a medical supply company, now
completed. The other is a $1 million, 23,000 square foot building, currently under construction,
for a manufacturer of computer - guided product handling machines for the food and drug
industries.
From 1996 through 2001, an average of over $30 million in new construction value was added
per year. During this same period, the City added over 1,200 single - family homes to its
housing stock (an average of 195 homes per year).
Additional recent and proposed commercial and industrial development in the City includes the
following:
• An 88,000 square foot project that includes a 68,000 square foot grocery store with
20,000 square feet of retail shops; and a 10,000 square foot liquor store, with an
additional 32,000 square feet of retail /restaurant buildings to be completed in three
phases.
• A proposed commercial development would add three restaurants to the community
along with 20,000 square feet of retail stores.
• The City is currently looking at completing enhancements to its downtown. The first
step is a streetscape project that includes street, sidewalk and street light
improvements. This project is now under construction.
Some of the larger housing projects currently being developed or recently completed are as
follows:
Units Units Built
Development/Developer Housin Approved as of 5 -1 -02
Shannon Pond East/Hampton
Development Corp.
Geromine Pond /Heritage Development Co.
Biscayne Pointe /Heritage Development Co.
Wensmann 11 Addition/
Wensmann Development
Bloomfield /Centex Homes
Broback Park
Shannon Pond South /Allen Homes
Stonebridge Td Addition /Carlson Brothers
Oakridge Estates /M.W. Construction
Evermoor /Contractor Property
Developers Company
Wachter Lake Senior Condos/
Wensmann Development
Single Family
73
72
Single Family/Twin Home
104
92
Single Family
179
140
Townhomes
98
94
Single Family/Townhome
315
190
Single Family
29
28
Single Family
47
47
Single Family
8
7
Single Family
10
9
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 Accounting 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 Repositories when available.
Reporting of Significant Events
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:
principal and interest payment delinquency;
non - payment related defaults;
unscheduled draws on debt service reserves reflecting financial difficulties;
unscheduled draws on credit enhancements reflecting financial difficulties;
substitution of credit or liquidity providers, or their failure to perform;
adverse tax opinions or events affecting the tax- exempt status of the security;
modifications to rights of security holders;
optional or unscheduled redemption of any Bonds;
defeasances;
release, substitution or sale of property securing repayment of the Bonds; and
rating changes.
Whenever an event listed in Section 5.A. above has occurred, the Issuer shall as
soon as possible determine if such event would constitute material 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.
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 described in Section 4.
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.
Single Family/Townhome 358 154 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,
Condominiums 48 0 and may discharge any such Agent, with or without appointing a successor Dissemination Agent.
Amendment; Waiver Notwithstanding any other provision of this Disclosure
Undertaking, the Issuer may amend this Disclosure Undertaking, and any provision of this
11 -3
-20-
Financial Institutions
"Owners" shall mean the registered holders and, if not the same, the beneficial owners of
any Bonds.
The First State Bank of Rosemount and Rosemount National Bank are located in the City. As
of June 30, 2001, the two banks reported combined deposits of $61,874,000.
"Participating Underwriter" shall mean any of the original underwriters of the Bonds
required to comply with the Rule in connection with offering 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.
Provision of Annual Reports
Beginning in connection with the Fiscal Year ending on December 31, 2002, the
Issuer shall, or shall cause the Dissemination Agent to, as soon as available, but in any event not
later than December 31, 2003, 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.
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.
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:
an update of the type of information contained in the Official Statement under the
caption CITY PROPERTY VALUES; CITY INDEBTEDNESS; and CITY TAX RATES,
LEVIES AND COLLECTIONS;
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 Annual Report.
11 -2
Source: "Summary of Deposits," 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 2001/02 school year was approximately 28,027
students in grades kindergarten through twelve. The District is one of the fastest growing
school districts in the State, and one of the largest employers in the City with approximately
3,704 full -time and part -time employees District -wide. The physical plant of the District
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.
GOVERNMENTAL ORGANIZATION AND SERVICES
Organization
Rosemount was established as a municipal corporation in 1858, and became a statutory City
in 1974. The City has a Mayor - Council form of government, with the four Council members
being elected to overlapping four -year terms of office. The present City Council is listed below.
Expiration of Term
Cathy E. Busho Mayor December 31, 2002
Ena Cisewski Council Member December 31, 2002
John Edwards Council Member December 31, 2002
Sheila Klassen Council Member December 31, 2004
Mary Riley Council Member December 31, 2004
The City's chief administrative officer is the City Administrator, who is appointed by and serves
at the discretion of the City Council. Mr. Thomas D. Burt was appointed to the position of City
Administrator in March of 1994. 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 of 1991.
Growth and development of the City is guided by a Comprehensive Land Use Plan which was
commissioned soon after the consolidation in 1971 of the former Village and Town of
Rosemount. The Plan outlines long -range zoning and development policy of the City, and is
designed to encourage and promote orderly development and growth which will perpetuate a
sound tax base. This Plan was last updated in 1999 and covers the next 25 -year period.
-21 -
(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 alternative minimum tax applicable to individuals, estates or trusts; it should be noted,
however, that for the purpose of computing the federal alternative minim 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 arising with respect to ownership of the Bonds.
Dated at Saint Paul, Minnesota, this ® day of July, 2002.
Professional Association
Current General Fund Budget
2001 2001 2002
Adopted Budget Actual Adopted Budget
General Fund Revenues:
General Property Taxes
$3,185,608
$3,188,409
$4,295,288
Intergovernmental
1,174,292
1,185,590
818,612
Licenses and Permits
461,700
790,396
478,500
Fines and Forfeits
100,000
88,524
90,000
Charges for Services
456,100
700,702
481,400
Miscellaneous Revenues
211,000
240,018
213,300
Investment Income
71,000
174,362
121,000
Donations and Other
77,166
77,166
-0-
Transfers In
3,500
3,500
3,500
Total General Fund Revenues
$5,740,366
$6,448,667
$6,501,600
General Fund Expenditures:
General Government
$1,834,584
$1,363,241
$1,670,600
Public Safety
1,712,143
1,710,016
1,942,800
Public Works
1,801,300
1,696,322
2,025,300
Parks and Recreation
755,939
751,673
862,900
Transfer Out
-0-
897,834
-0-
Total General Fund Expenditures
$6,103,966
$6,419,086
$6,501,600
THE PORT AUTHORITY
a
The Rosemount Port Authority is a public body duly organized and existing under the laws of
the State of Minnesota. The Port Authority is considered a governmental subdivision, and the
area in which it may exercise its power is coterminous with the City boundaries.
The Port Authority was established on September 3, 1991 by resolution of the Rosemount City
Council to provide a conscientious and coordinated effort to encourage and precipitate future
development within various development districts established by the City. The Port Authority is
charged with the role and responsibility of carrying out economic and industrial development
and redevelopment within the City in accordance with policies established by the City Council.
As administrator of the City's development districts, the Authority may exercise development
and redevelopment powers pursuant to those authorized by the State of Minnesota
Development Act, the Industrial Bond Act, the Housing Finance Act and the Tax Increment Act,
except that the Authority may not issue obligations without prior approval of the City Council.
The governing body of the Port Authority is a Board of Commissioners consisting of seven
members, at least two of whom must be members of the City Council. The members of the
Port Authority Board are chosen through an application and interview process and are
appointed to six -year terms. Currently, all five members of the City Council serve on the
Board, with terms coinciding with their City Council terms.
-23-
The current Port Authority Commissioners are listed below:
Michael Baxter
Cami Zimmer
John Edwards"
Cathy Busho*
Ena Cisewski*
Sheila Klassen*
Mary Riley*
Chair
Vice Chair
Treasurer
Commissioner
Commissioner
Commissioner
Commissioner
Expiration of Term
January 31, 2005
January 31, 2003
December 31, 2002
December 31, 2002
December 31, 2002
December 31, 2004
December 31, 2004
* Ms. Cathy Busho is the City Mayor, Ms. Ena Cisewski, Mr. John Edwards, Ms. Sheila Klassen, and
Ms. Mary Riley also serve on the City Council.
Mr. Thomas Burt serves as the Executive Director of the Port Authority. Mr. Jeff May serves as
Assistant Treasurer and Ms. Linda Jentink serves as the Executive Secretary.
BRIGGS AND MORGAN
PROFESSIONAL ASSOCIATION
2200 FIRST NATIONAL BANK BUILDING
332 MINNESOTA STREET
SAINT PAUL, MINNESOTA 55101
TELEPHONE (651) 223 -6600
FACSIMILE (651) 223 -6450
WWW.BRIGGS.COM
$1,795,000
GENERAL OBLIGATION PORT AUTHORITY BONDS, SERIES 2002C
ROSEMOUNT PORT AUTHORITY
DAKOTA COUNTY
MINNESOTA
We have acted as bond counsel in connection with the issuance by the Rosemount Port
Authority, Dakota County, Minnesota (the "Issuer "), of its $1,795,000 General Obligation Port
Authority Bonds, Series 2002C, bearing a date of original issue of July 1, 2002 (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 offering material relating to the Bonds, and we
express no opinion relating thereto.
(The Balance of This Page Has Been Intentionally Left Blank)
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
verify the same by independent investigation.
Based upon such examinations, and assuming the authenticity of all documents submitted
to us as originals, 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 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 City of Rosemount (the
"City ") and all of the taxable property within the City'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 Bonds and the pledge of taxes for the payment of the
principal and interest thereon is subject to the exercise of judicial discretion in accordance with
general principles 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.
-24-
1-5
APPENDIX I
reorganization, moratorium 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 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
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 arising with respect to ownership of the Bonds.
Dated at Saint Paul, Minnesota, this day of July, 2002.
Professional Association
PROPOSED FORMS OF LEGAL OPINION
2200 FIRST NATIONAL BANK BUILDING
332 MINNESOTA STREET
SAINT PAUL, MINNESOTA 55101
TELEPHONE (651) 223 -6600
BRIGGS AND M O RGAN FACSIMILE (651) 223 -6450
PROFESSIONAL ASSOCIATION
W W W.BRI GGS.COM
$3,395,000 GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 2002A
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 $3,395,000 General Obligation Improvement
Bonds, Series 2002A, bearing a date of original issue of July 1, 2002 (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 offering material 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 furnished 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 originals, 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 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 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
1 -1
1 -4
validity) of the Bonds and the pledge of taxes for the payment of the principal and interest thereon
is subject to the exercise of judicial discretion in accordance with general principles 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 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 minim 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 minim 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 arising with respect to ownership of the Bonds.
Dated at Saint Paul, Minnesota, this day of July, 2002.
Professional Association
BRIGGS AND MORGAN
2200 FIRST NATIONAL BANK BUILDING
332 MINNESOTA STREET
SAINT PAUL, MINNESOTA 55101
TELEPHONE (651) 223 -6600
FACSIMILE (651) 223 -6450
PROFESSIONAL ASSOCIATION
WWW.BRIGGS.COM
$1,195,000 GENERAL OBLIGATION
WATER AND STORM WATER REVENUE BONDS, SERIES 2002B
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 $1,195,000 General Obligation Water and Storm
Water Revenue Bonds, Series 2002B, bearing a date of original issue of July 1, 2002 (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 offering material 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 furnished 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 originals, 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 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 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 Bonds and the pledge of taxes for the payment of the principal and interest thereon
is subject to the exercise of judicial discretion in accordance with general principles of equity, to
the constitutional powers of the United States of America and to bankruptcy, insolvency,
1 -2 1 -3