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HomeMy WebLinkAbout10.b. Receive Bids/Award Contract - Evermoor 6th & 7th Street & Utility Improvements, City Project #336CITY OF ROSEMOUNT EXECUTIVE SUMMARY FOR ACTION CITY COUNCIL MEETING DATE: August 7, 2001 AGENDA ITEM: Receive Bids /Award Contract- Evermoor 6 th & AGENDA SECTION: 7 th Street & Utility Improvements, City Project #336 Old Business PREPARED BY: Bret Weiss, Interim City Engineer AGEN . i o B ATTACHMENTS: Bid results with resolution w i I I APPROVED BY: not be available until Monday i v On Friday, August 3, 2001, bids for the referenced project will be received and read aloud publicly. The tabulation of bidders, resolution and letter of award recommendation will be provided at the Council meeting. The Engineer's Estimate is $425,000. RECOMMENDED ACTION: MOTION TO ADOPT A RESOLUTION RECEIVING BIDS AND AWARDING CONTRACT FOR EVERMOOR 6 AND 7 STREET AND UTILITY IMPROVEMENTS, CITY PROJECT #336. COUNCIL ACTION: 3 WSB & Associates, Inc. August 3, 2001 .T -ern. /0 .h. Honorable Mayor and City Council City of Rosemount 2875 145 Street West Rosemount MN 55068 Re: Evermoor 6 th & 7 th Additions Street & Utility Construction and Appurtenant Work City of Rosemount Project No. 336 WSB Project No. 1343 -00 Dear Mayor and Council Members: Bids were received for the above - referenced project at 10:00 a.m., August 3, 2001, and were opened and read aloud. A total of two bids were received. The bids were checked for mathematical accuracy and tabulated. Please find enclosed the bid tabulation indicating the low bidder as Northdale Construction Co., Inc. in the amount of $471,536.35. We recommend award of the contract to Northdale Construction Co., Inc. in this amount. Sincerely, WSB & Associates, Inc. C a a -_00 Bret A. Weiss, P.E. Interim City Engineer Enclosures c 4150 Olson Memorial Highway nm Suite 300 Minneapolis Minnesota 55422 763541.4800 Northdale Construction Co., Inc. 763 541.1700 FAX F: \WPWIN \1343- 00\recmmdtn Itr.doc Minneapolis • St. Cloud - Equal Opportunity Employer I BID TABULATION EVERMOOR 6TH AND 7TH ADDITIONS STREET & UTILITY CONSTR & APPURT WORK CITY OF ROSEMOUNT, MN CITY PROJECT NO. 336 WSB PROJECT NO. 1343 -00 BIDS OPENED: AUGUST 3, 2001 - 10:00 A.M. Contractor Bid Security Total Bid 1 NORTHDALE CONST CO 2 REDSTONE CONST CO X $471,536.35 ** X $561,978.59 Engineer's Estimate $0.00 I hereby certify that this is a true and correct tabulation of the bids as received on August 3, 2001. Mark A. Erichson, P.E. ** Denotes corrected figure F: \WPWIN \1343 -00 \EXCEL \bidtab.xls \Bid Summary CITY OF ROSEMOUNT DAKOTA COUNTY, MINNESOTA RESOLUTION 2001— A RESOLUTION RECEIVING BIDS AND AWARDING CONTRACT FOR EVERMOOR 6 TH AND 7 TH STREET AND UTILITY IMPROVEMENTS CITY PROJECT #336 BE IT RESOLVED, by the City Council of the City of Rosemount, Minnesota, as follows: All bids on construction of the Evermoor 6th and 7th Street and Utility Improvements are hereby received and tabulated. 2. The bid of Northdale Construction Co., Inc., in the amount of $471,536.35 for the construction of said improvements are in accordance with the plans and specifications and advertisement for bids is the lowest responsible bid and shall be and hereby is accepted. The Mayor and Clerk are hereby authorized and directed to enter into a contract with said bidder for the construction of said improvements for and on behalf of the City of Rosemount. 4. The City Clerk is hereby authorized and directed to return forthwith to all bidders the deposits made with their bids, except that the deposit of all successful bidder and the next two lowest bidders shall be retained until a contract has been executed. ADOPTED this 7 day of August, 2001. Cathy Busho, Mayor ATTEST: Linda Jentink, City Clerk Motion by: Seconded by: Voted in favor: Voted against: CITY OF ROSEMOUNT DAKOTA COUNTY, MINNESOTA RESOLUTION 2001- A RESOLUTION APPROVING THE LOT SPLIT FOR CHURCH OF ST. JOSEPH WHEREAS, the Planning Department of the City of Rosemount received an application from Church of St. Joseph for approval of a division of property, said property legally described as: That part of the West Half of the Southwest Quarter of Section 21, Township 115, Range 19, Dakota County, Minnesota lying south of the following described line: Commencing at the southeast corner of said West Half of the Southwest Quarter; thence North 00 degrees 08 minutes 33 seconds East (assumed bearing) along the east line thereof 1753.82 feet to the point of beginning of the line to be described; thence North 79 degrees 32 minutes 50 seconds West 1337.44 feet to the west line of said West Half of the Southwest Quarter and said line there terminating. Excepting therefrom the right of way of the Chicago, Milwaukee, St. Paul and Pacific Railroad right of way contained therein. Containing 56.33 acres. WHEREAS, the Planning Commission of the City of Rosemount conducted a public hearing on July 24, 2001, as required by the subdivision ordinance, for the purpose of receiving testimony regarding the requested lot division; and, WHEREAS, the Planning Commission adopted a motion to recommend approval of the lot division to the City Council with conditions; and, WHEREAS, on August 7, 2001, the City Council of the City of Rosemount reviewed the recommendation forwarded by the Planning Commission; NOW, THEREFORE, BE IT RESOLVED, the City Council of the City of Rosemount hereby approves the division of the above referenced parcel resulting in the following described parcels: Parcel A: That part of the West Half of the Southwest Quarter of Section 21, Township 115, Range 19, Dakota County, Minnesota lying southerly of Line 1 and northerly of Line 2 and excepting therefrom the right of way of the Chicago, Milwaukee, St. Paul and Pacific Railroad. Line 1: Commencing at the southeast corner of said West Half of the Southwest; thence North 00 degrees 08 minutes 33 seconds East, assumed bearing, along the east line thereof 1753.82 feet to the point of beginning of the land to be described; thence North 79 degrees 32 minutes 50 seconds West 1337.44 feet to the west line of said West Half of the Southwest Quarter and said line there terminating. Line 2: Commencing at the southwest corner of said West Half of the Southwest Quarter; thence North 00 degrees 02 minutes 34 seconds West, assumed bearing, along the west line thereof 1006.13 feet to the point of beginning of the line to be described; thence South 68 degrees 56 minutes 20 seconds East 154.28 feet; thence easterly, along a tangential curve Resolution 2001- which is concave to the north, having a radius of 882.00 feet, central angle of 44 degrees 04 minutes 24 seconds, 678.46 feet; thence North 66 degrees 59 minutes 14 seconds East 333.02 feet; thence easterly along a tangential curve which is concave to the south, having a radius of 882.00 feet, central angle of 13 degrees 36 minutes 52 seconds, 209.58 feet to the east line of said West Half of the Southwest Quarter and said line there terminating. Subject to a public road easement for Blaine Avenue and all other easements, if any. Containing 26.74 acres. Parcel B: That part of the West Half of the Southwest Quarter of Section 21, Township 115, Range 19, Dakota County, Minnesota which lies southerly of the following described line: Commencing at the southwest corner of said West Half of the Southwest Quarter; thence North 00 degrees 02 minutes 34 seconds West, assumed bearing, along the west line thereof 1006.13 feet to the point of beginning of the line to be described; thence South 68 degrees 56 minutes 20 seconds East 154.28 feet; thence easterly, along a tangential curve which is concave to the north, having a radius of 882.00 feet, central angle of 44 degrees 04 minutes 24 seconds, 678.46 feet; thence North 66 degrees 59 minutes 14 seconds East 333.02 feet; thence easterly along a tangential curve which is concave to the south, having a radius of 882.00 feet, central angel of 13 degrees 36 minutes 52 seconds, 209.58 feet to the east line of said West Half of the Southwest Quarter and said line there terminating. Subject to a public road easement for Blaine Avenue and all other easements, if any. Containing 29.59 acres. BE IT FURTHER RESOLVED, the approval of this lot split is subject to: Incorporation of recommendations relative to street alignments, right -of -way and easements by the Interim City Engineer, as specified in his attached July 19, 2001 memorandum. ADOPTED this 7`` day of August, 2001, by the City Council of the City of Rosemount. Cathy Busho, Mayor ATTEST: Linda J. Jentink, City Clerk Motion by: Voted in favor:_ Voted against:_ Member absent: Seconded by: OFFICIAL STATEMENT DATED JULY 24, 2001 NEW ISSUES Ratings: Requested from Moody's 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 $1,325,000 General Obligation Improvement Bonds, Series 2001A (the "Improvement Bonds ") $1,140,000 General Obligation Storm Water Revenue Bonds, Series 2001 B (the "Storm Water Revenue Bonds ") $2,045,000 Rosemount Port Authority, Minnesota General Obligation Public Facilities Bonds, Series 2001C (the "Port Authority Bonds ") (collectively referred to as the "Bonds" or the "Issues ") (Book Entry Only) Dated Date: August 15, 2001 Interest Due: Each February 1 and August 1, commencing August 1, 2002 The Improvement Bonds will mature February 1 as follows: 2003 $105,000 2005 $125,000 2007 $130,000 2009 $140,000 2011 $145,000 2004 $125,000 2006 $130,000 2008 $135,000 2010 $140,000 2012 $150,000 The City may elect on February 1, 2010, and on any day thereafter, to prepay the Improvement Bonds due on or after February 1, 2011, at a price of par plus accrued interest. The Storm Water Revenue Bonds will mature February 1 as follows: 2003 $40,000 2006 $65,000 2009 $70,000 2012 $80,000 2015 $ 95,000 2004 $60,000 2007 $65,000 2010 $75,000 2013 $85,000 2016 $100,000 2005 $60,000 2008 $70,000 2011 $80,000 2014 $90,000 2017 $105,000 The City may elect on February 1, 2011, and on any day thereafter, to prepay the Storm Water Revenue Bonds due on or after February 1, 2012, at a price of par plus accrued interest. The Port Authority Bonds will mature February 1 as follows: 2003 $25,000 2007 $80,000 2011 $ 95,000 2015 $110,000 2019 $135,000 2004 $70,000 2008 $80,000 2012 $ 95,000 2016 $115,000 2020 $145,000 2005 $75,000 2009 $85,000 2013 $100,000 2017 $125,000 2021 $150,000 2006 $75,000 2010 $90,000 2014 $105,000 2018 $130,000 2022 $160,000 The Authority may elect on February 1, 2012, and on any day thereafter, to prepay the Port Authority Bonds due on or after February 1, 2013, at a price of par plus accrued interest. Common to Both 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 Deposit The Improvement Bonds $1,286,750 $13,250 The Storm Water Revenue Bonds $1,126,320 $11,400 The Port Authority Bonds $2,017,392 $20,450 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. Purchasers will not receive 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 within 40 days after award. PROPOSALS RECEIVED: August 7, 2001 (Tuesday) until 11:00 A.M., Central Time CITY AWARD: August 7, 2001 (Tuesday) at 7:30 P.M., Central Time PORT AUTHORITY AWARD: August 7, 2001 (Tuesday) at 6:00 P.M., Central Time SPRINGSTED Further information may be obtained from SPRINGSTED Incorporated, Financial Advisor to the Issuer, 85 East Advisors to the Public Sector Seventh Place, Suite 100, Saint Paul, Minnesota 55101 -2887 (651) 223 -3000 Y 85 E. SEVENTH PLACE, SUITE 100 SAINT PAUL, MN 55101 -2887 6SI- 223 -3000 FAX: 651-223-3002 SPRINGSTED Advisors to the Public Sector $1,325,000 CITY OF ROSEMOUNT, MINNESOTA GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 2001A (BOOK ENTRY ONLY) AWARD: UNITED BANKERS' BANK SALE: August 7, 2001 Moody's Rating: A2 Interest Net Interest True Interest Bidder Rates Price Cost Rate UNITED BANKERS' BANK 3.00% 2003 $1,310,425.00 $343,692.86 4.1854% 3.25% 2004 3.40% 2005 3.60% 2006 3.75% 2007 3.90% 2008 4.00% 2009 4.15% 2010 4.25% 2011 4.40% 2012 NIKE SECURITIES 3.50% 2003 -2005 $1,312,861.30 3.75% 2006 -2007 4.00% 2008 4.125% 2009 -2010 4.25% 2011 4.50% 2012 $347,546.27 4.2294% (Continued) SAINT PAUL, MN • MINNEAPOLIS, MN • MILWAUKEE, WI • OVERLAND PARK, KS • WASHINGTON, DC • DES MOINES, IA These Bonds are being reoffered at par. BBI: 5.10% Average Maturity: 6.208 Years r True Interest ' Interest Net Interest Bidder Rates Price Cost Rate U.S. BANCORP PIPER JAFFRAY INC. 3.00% 2003 $1,303,800.00 $345,970.14 4.2300% 3.30% 2004 3.45% 2005 3.60% 2006 3.75% 2007 3.90% 2008 4.00% 2009 -2010 4.15% 2011 4.30% 2012 MILLER JOHNSON STEICHEN 3.00% 2003 $1,306,450.00 $348,038.00 4.2473% KINNARD, INC 3.30% 2004 BERNARDI SECURITIES, INCORPORATED 3.45% 2005 3.60% 2006 3.75% 2007 3.90% 2008 4.00% 2009 4.15% 2010 4.25% 2011 4.40% 2012 UBS PAINEWEBBER INCORPORATED 3.50% 2003 $1,309,253.45 $351,293.30 4.2887% MORGAN STANLEY DW INC. 3.875% 2004 -2007 SALOMON SMITH BARNEY 4.00% 2008 -2009 CIBC WORLD MARKETS 4.10% 2010 CRONIN & COMPANY, INCORPORATED 4.20% 2011 CITIZENS' BANK 4.375% 2012 AXELROD ASSOCIATES, INC. These Bonds are being reoffered at par. BBI: 5.10% Average Maturity: 6.208 Years 85 E. SEVENTH PLACE, SUITE 100 SAINT PAUL, MN 55101 -2887 651- 223 -3000 FAX: 651-223-3002 SPRINGSTED Advisors to the Public Sector $1,140,000 CITY OF ROSEMOUNT, MINNESOTA GENERAL OBLIGATION STORM WATER REVENUE BONDS, SERIES 20018 (BOOK ENTRY ONLY) AWARD: DAIN RAUSCHER INCORPORATED SALE: August 7, 2001 Moody's Rating: A2 Interest Net Interest True Interest Bidder Rates Price Cost Rate DAIN RAUSCHER INCORPORATED 4.00% 2003 -2009 $1,127,766.90 $493,896.59 4.6172% 4.15% 2010 4.25% 2011 4.40% 2012 4.50% 2013 4.625% 2014 4.75% 2015 4.80% 2016 4.875% 2017 MILLER JOHNSON STEICHEN 4.00% 2003 -2008 $1,126,320.00 $498,416.74 4.6633% KINNARD, INC 4.15% 2009 -2010 BERNARDI SECURITIES, INCORPORATED 4.25% 2011 4.40% 2012 4.60% 2013 -2014 4.85% 2015 -2017 UBS PAINEWEBBER INCORPORATED 4.00% 2003 -2009 $1,126,418.20 $501,630.18 4.6911% MORGAN STANLEY DW INC. 4.10% 2010 SALOMON SMITH BARNEY 4.30% 2011 CIBC WORLD MARKETS 4.50% 2012 -2013 CRONIN & COMPANY, INCORPORATED 4.875% 2014 -2017 CITIZENS' BANK AXELROD ASSOCIATES, INC. (Continued) SAINT PAUL, MN • MINNEAPOLIS, MN • MILWAUKEE, WI • OVERLAND PARK, KS • WASHINGTON, DC • DES MOINES, IA e Interest Net Interest True Interest Bidder Rates Price Cost Rate U.S. BANCORP PIPER JAFFRAY INC. 3.00% 2003 $1,126,320.00 $504,771.97 4.7097% 3.30% 2004 3.45% 2005 3.60% 2006 3.75% 2007 3.90% 2008 4.00% 2009 4.15% 2010 4.25% 2011 4.75% 2012 -2013 4.875% 2014 -2015 5.00% 2016 -2017 REOFFERING SCHEDULE OF THE PURCHASER Rate Year Yield 4.00% 2003 3.00% 4.00% 2004 3.30% 4.00% 2005 3.45% 4.00% 2006 3.60% 4.00% 2007 3.75% 4.00% 2008 3.90% 4.00% 2009 Par 4.15% 2010 Par 4.25% 2011 Par 4.40% 2012 Par 4.50% 2013 Par 4.625% 2014 Par 4.75% 2015 Par 4.80% 2016 Par 4.875% 2017 Par BBI: 5.10% Average Maturity: 9.391 Years v 85 E. SEVENTH PLACE, SUITE 100 SAINT PAUL, MN 55101 -2887 651 - 223 -3000 FAX: 651-223-3002 SPRINGSTED Advisors to the Public Sector $2,045,000 ROSEMOUNT PORT AUTHORITY, MINNESOTA GENERAL OBLIGATION PUBLIC FACILITIES BONDS, SERIES 2001C (BOOK ENTRY ONLY) AWARD: UBS PAINEWEBBER INCORPORATED MORGAN STANLEY DW INC. SALOMON SMITH BARNEY CIBC WORLD MARKETS CRONIN & COMPANY, INCORPORATED CITIZENS' BANK AXELROD ASSOCIATES, INC. SALE: August 7, 2001 Moody's Rating: Aaa Financial Guaranty Insured Interest Net Interest True Interest Bidder Rates Price Cost Rate UBS PAINEWEBBER INCORPORATED 4.00% 2003 -2009 $2,017,392.50 MORGAN STANLEY DW INC. 4.15% 2010 SALOMON SMITH BARNEY 4.50% 2011 -2013 CIBC WORLD MARKETS 4.70% 2014 -2015 CRONIN & COMPANY, INCORPORATED 4.80% 2016 -2019 CITIZENS' BANK 5.00% 2020 -2022 AXELROD ASSOCIATES, INC. DAIN RAUSCHER INCORPORATED 4.00% 2003 -2007 $2,017,987.30 4.125% 2008 -2009 4.15% 2010 4.25% 2011 4.40% 2012 4.50% 2013 4.625% 2014 4.75% 2015 -2017 4.875% 2018 5.00% 2019 -2022 $1,254,627.17 $1,256,511.08 SAINT PAUL, MN • MINNEAPOLIS, MN • MILWAUKEE, WI • OVERLAND PARK. KS • WASHINGTON, DC • DES MOINES, IA 4.8450% 4.8497% (Continued) r Interest Net Interest True Interest 4 Bidder Rates Price Cost Rate U.S. BANCORP PIPER JAFFRAY INC. 3.00% 2003 $2,017,392.50 $1,258,209.12 4.8511 % 3.30% 2004 3.45% 2005 3.60% 2006 3.75% 2007 3.90% 2008 4.00% 2009 4.15% 2010 4.25% 2011 4.40% 2012 4.75% 2013 -2014 4.80% 2015 -2016 4.875% 2017 -2018 5.00% 2019 -2022 MILLER JOHNSON STEICHEN 3.75% 2003 -2007 $2,017,392.50 $1,257,651.64 4.8511% KINNARD, INC. 3.90% 2008 BERNARDI SECURITIES, INCORPORATED 4.00% 2009 4.00% 4.15% 2010 4.00% 4.40% 2011 -2012 4.00% 4.60% 2013 -2014 4.00% 4.75% 2015 -2016 4.00% 4.90% 2017 -2018 4.15% 5.00% 2019 -2022 REOFFERING SCHEDULE OF THE PURCHASER Rate Year Yield 4.00% 2003 3.10% 4.00% 2004 3.25% 4.00% 2005 3.40% 4.00% 2006 3.625% 4.00% 2007 3.80% 4.00% 2008 3.95% 4.00% 2009 4.05% 4.15% 2010 4.20% 4.50% 2011 4.30% 4.50% 2012 4.55% 4.50% 2013 4.55% 4.70% 2014 4.75% 4.70% 2015 4.75% 4.80% 2016 4.85% 4.80% 2017 4.85% 4.80% 2018 4.90% 4.80% 2019 4.90% 5.00% 2020 5.03% 5.00% 2021 5.03% 5.00% 2022 5.03% BBI: 5.10% Average Maturity: 12.686 Years 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 Pa e s Terms of Proposal $1,325,000 General Obligation Improvement Bonds, Series 2001A ............................ i -iv $1,140,000 General Obligation Storm Water Revenue Bonds, Series 2001 B ............. v -viii $2,045,000 General Obligation Public Facilities Bonds, Series 2001 C ........................ ix -xii IntroductoryStatement ....................................................................... ............................... 1 ContinuingDisclosure ........................................................................ ............................... 1 TheBonds ......................................................................................... ............................... 2 TheImprovement Bonds .................................................................... ............................... 4 The Storm Water Revenue Bonds ..................................................... ............................... 5 ThePort Authority Bonds ................................................................... ............................... 6 FutureFinancing ................................................................................ ............................... 6 Litigation............................................................................................ ............................... 6 Legality.............................................................................................. ............................... 6 TaxExemption ................................................................................... ............................... 7 Other Federal Tax Considerations ..................................................... ............................... 7 Bank - Qualified Tax - Exempt Obligations ............................................. ............................... 8 Ratings............................................................................................... ............................... 8 FinancialAdvisor ................................................................................ ............................... 9 Certification........................................................................................ ............................... 9 2001 Property Tax Amendments ........................................................ ............................... 10 CityProperty Values .......................................................................... ............................... 11 CityIndebtedness .............................................................................. ............................... 12 CityTax Rates, Levies and Collections .............................................. ............................... 17 Fundson Hand .................................................................................. ............................... 18 CityInvestments ................................................................................ ............................... 18 General Information Concerning the City ........................................... ............................... 19 • Governmental Organization and Services .......................................... ............................... 22 ThePort Authority .............................................................................. ............................... 24 Proposed Forms of Legal Opinion ............................................ ............................... Appendix I Continuing Disclosure Undertakings ........................................ ............................... Appendix II Summary of Tax Levies, Payment Provisions, and Minnesota Real Property Valuation ....................................... ............................... Appendix III Annual Financial Statements .................................................... ............................... Appendix IV ProposalForms ........................................................................ ............................... Inserted s v c� CD N rn m v- N 5' (D O' M N Z-4 CITY OF ROSEMOUNT COMBINING STATEMENT OF REVENUES, EXPENSES AND CHANGES IN RETAINED EARNINGS ALL ENTERPRISE FUNDS For the Year Ended December 31, 2000 (With Comparative Totals for the Year Ended December 31, 1999) Water Storm (#601,605,610) Sewer Water (615, 617, 621) (#602,606,625) (#603.607,611.613) Arena Totals (622. 624 & 627) (411 & 414) (614, 616, 620 & 626) (#650) 2000 1999 OPERATING REVENUES $ 757,112 S 988,494 $ 559,047 $ $ 2,304,653 $ 1,936,567 Charges for services 17,175 - _ 17,175 18,300 Water meter maintenance 87,038 - - 87,038 85,984 Water meters 2,708 87 7,188 264,412 274,395 290,514 Miscellaneous 864,033 988,581 566,235 264,412 2,683,261 2,331,365 Total Operating Revenues OPERATING EXPENSES 176,313 172,556 137,484 108,413 594,766 605,196 Personnel services 151,084 10,848 3,597 10,084 175,613 182,446 Supplies Professional services and charges 63,695 8,740 8,932 56,345 100,107 12,418 181,474 195,402 183,006 85,359 Other services and charges 87,739 38,900 410,160 410,160 398,145 Metro sewer charges 478,831 641,204 206,358 231,022 1,557,415 1,454,152 Total Operating Expenses _ Operating Income Before Depreciation 385,202 347,377 359,877 33,390 1,125,846 877,213 (330,672) (604,518) (218,971) (47,815) (1,201,976) (1,136,457) Depreciation 54,530 (257,141) 140,906 (14,425) (76,130) (259,244) Operating Income (Loss) NONOPERATING REVENUES (EXPENSES) 649,100 412,530 695,576 1,757,206 1,379,386 Connection fees 136,300 136,300 114,900 Property taxes 62,126 32,927 161,541 256,594 189,673 Special assessments 160,045 197,399 165,584 121 523,149 341,138 Investment earnings Net increase (decrease) in the fair value of investment 19,094 34,427 20,756 - 74,277 (121,164) Gain (loss) from disposal of fixed assets - 158,872 7,370 4,205 170,447 110,220 Surcharges and penal8es (2,635) Other expense (71,782) (6,043) (156,722) - (234,547) (197,803) Interest expense and fiscal agent fees 977,455 678,610 890,940 136,421 2,683,426 1,813,715 Total Nonoperating Revenues (Expenses) Income Before Operating Transfers 1,031,985 421,469 1,031,846 121,996 2,607,296 1,554,471 Operating transfers in 50,223 (350,841) 70,352 (186,192) 31,779 (225,296) - (3,500) 152,354 (765,829) 967,174 (1,096,039) Operating transfers out (188,000) (188,000) (179,928) Operating transfers out - component unit (300,618) (115,840) (193,517) (191,500) (801.475) (308,793) Total operating transfers NET INCOME (LOSS) 731,367 305,629 838,329 (69,504) 1,805,821 1,245,678 ADD DEPRECIATION ON CONTRIBUTED ASSETS 228,186 562,170 176,793 47.200 1,014,349 973,726 INCREASE (DECREASE) IN RETAINED EARNINGS 959,553 857,799 1,015,122 (22,304) 2,820,170 2,219,404 BEGINNING RETAINED EARNINGS 4,062,002 706 4,216,062 (9,105) 2,198,177 50,793 98.664 - 10,574,905 42,394 8,164,451 191,050 Prior period adjustments RETAINED EARNINGS - January 1 4,062,708 4,206,957 2,248,970 98,664 10,617,299 8,355,501 7,438 7,438 Equity transfers RETAINED EARNINGS - December 31 S 5.029,699 S 5,074,756 S 3,264,092 S 76,360 L S 10,574, �� � C 03 O C U �� U) cU �'�'O N O 0.0 Off: , +� + O � cU O C O O >✓ O O C . � N a) CL O �� O C pm +� 00 O��`Ci N C 2C m U c - O C p (ri O C C C_� �,O CO L i a) T l0 0 (u c o O CO in C = m U (n Q 'N a) '- c 6g EF? 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CD N CITY OF ROSEMOUNT MINNESOTA COMBINED STATEMENT OF REVENUE, EXPENDITURES AND CHANGES IN FUND BALANCES BUDGET (AS AMENDED) AND ACTUAL (BUDGETARY BASIS) GENERAL AND ANNUALLY ADOPTED SPECIAL REVENUE FUNDS YEAR ENDED DECEMBER 31, 1999 . REVENUE: General property taxes Licenses and permits Intergovernmental Charges for services Fines and forfeitures Special assessments Interest earnings Net increase (decrease) in the fair value of investments Donations and other Miscellaneous TOTAL REVENUES EXPENDITURES: General government Public safety Public works Park and recreation TOTAL EXPENDITURES EXCESS (DEFICIENCY) OF REVENUE OVER EXPENDITURES OTHER FINANCING SOURCES (USES): Operating transfers in Operating transfers out TOTAL OTHER SOURCES (USES) EXCESS (DEFICIENCY) OF REVENUE AND OTHER FINANCING SOURCES OVER EXPENDITURES AND OTHER FINANCING USES Reconcilialion to GAAP basis elimination of encumbrances, net BEGINNING FUND BALANCE RESIDUAL EQUITY TRANSFERS IN (OUT) NON-BUDGETED SPECIAL REVENUE FUNDS ENDING FUND BALANCE ANNUALLY ADOPTED TOTAL GENERAL FUND SPECIAL REVENUE FUNDS (Memorandum Only) FAVORABLE FAVORABLE FAVORABLE (UNFAVORABLE) (UNFAVORABLE) (UNFAVORABLE) BUDGET ACTUAL VARIANCE BUDGET ACTUAL VARIANCE BUDGET ACTUAL VARIANCE $ 2,628,203 $ 2,626,865 S (1,338) S 860,800 $ 860,800 $ 0 $ 3,489,003 $ 3,487,665 $ (1,338) 344,200 623,463 279,263 0 0 0 344,200 623,463 279,263 1,220,297 1,318,131 97,834 0 580,055 580,055 1,220,297 1,898,186 677,889 303,700 486,379 182,679 50,000 95,635 45,635 353,700 582,014 228,314 100,000 91,441 (8,559) 0 0 0 100,000 91,441 (8,559) 2,000 0 (2,000) 17,000 66,154 49,154 19,000 66,154 47,154 55,600 85,005 29,405 28,000 49,136 21,136 83,600 134,141 50,541 0 (31,095) (31,095) 0 (15,388) (15,388) 0 (46,483) (46,483) 55,315 59,832 4,517 0 8,047 8,047 55,315 67,879 12,564 193,400 211,634 18,234 0 28,147 28,14 193,400 239,780 46,380 4,902,715 $ 5,471,655 $ 568,940 S 955,800 $ 1,672,586 $ 716,786 $ 57858,515 $ 7,144,241 S 1,285,726 $ 1,133,394 $ 1,132,329 $ 1,065 $ 7,500 $ 7,500 $ 0 $ 1,140,894 $ 1,139,829 S 1,065 1,473,611 1,496,445 (22,834) 0 0 0 1,473,611 1,496,445 2,970,056 1,645,200 1,638,280 6,920 927,800 553,181 374,619 2,573,000 2,191,461 381,539 654,010 628,144 25,866 0 0 0 654,010 628,144 1,282,154 $ 4,906,215 $ 4,895,198 S 11,017 S 935.300 $ 560,681 $ 374,619 S 5,841,515 $ 5,455,879 S 385,636 $ (3,500) S 576,457 $ 579,957 $ 20,500 $ 1,111,905 $ 1,091,405 $ 17,000 $ 1,688,362 $ 1,671,362 $ 3,500 $ 3,500 $ 0 $ 0 $ 0 $ 0 S 3,500 $ 3,500 $ 0 0 0 0 0 (641,093) (641,093) 0 (641,093) (641,093) $ 3,500 $ 3,500 $ 0 $ 0 $ (641,093) $ (641,093) $ 3,500 $ (637,593) $ (641,093) $ 0 $ 579,957 $ 579,957 $ 20,500 $ 470,811 $ 450,311 $ 20,500 S 1,050,768 $ 1,030,268 36,192 40,617 76,809 2,438,384 1,203,823 3,642,207 (167,787) (167,787) 0 596,003 596,003 $ 3,054,533 $ 2,143,468 $ 5,198,001 (1) O C o (A >, - a) � 4- ca a) C a) j N N a) (D `� O a) a) cis • -0 co C13 ° QO ov >� oaa) C:(n o Ca >cca p U cif a) O a) Q ._ a) m t •— ca c 0. 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Q (D XW O Ai (D CD n - COON (D (n _0 '< 3Q�3 O � - ato TO O p �+ _� � O-InAl `° CD m� m �m � Ca =0C0W 0- = M W _ 3��'0 0 QC�c r«� a- m � � 0 -. _+ CD 0 0 n ^' a ^ to N _ M -0 O O Q a_ �G CD 0 O CL c O �. � c N W (D I a W a_ p 0 (a W .0 * a " a_ O (D a -� In (p `< Cr C r-► Ln. 0 - N � N n O n 4 cQ C h a r+ a O '0 0 c0j) a_ '" ¢� 0 W O (n C7 ¢1 W (D a- !Z Al a (D' O to a =«: W A7 `< CD C In �, (D (D O N p (D `< � O O (D (n• O 3 CD n� Z O =11 -� O O (a o (n 77 77 r (aWcn "CD CD m0'<. -. m << = 0 n "f1 n D r Cn D M K Z COMBINED STATEMENT OF REVENUE, EXPENDITURES AND CHANGES IN FUND BALANCES ALL FUND TYPES, ACCOUNT GROUPS AND DISCRETELY PRESENTED COMPONENT UNITS YEAR ENDED DECEMBER 31, 1998 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 J Public safety Public works Park and recreation Capital outlay Other Debt service: Redemption of bonds Interest on bonds Fiscal agent fees TOTAL EXPENDITURES EXCESS (DEFICIENCY) OF REVENUE OVER EXPENDITURES OTHER FINANCING SOURCES (USES): Proceeds from the sale of bonds Lease Payments 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 GOVERNMENTAL FUND TYPES GOVERNMENT UNIT ENTITY SPECIAL DEBT CAPITAL (MEMORANDUM (PORT (MEMORANDUM GENERAL REVENUE SERVICE PROJECTS (ONLY) AUTHORITY) ONLY) $ 2,693,105 $ 873,890 $ 441,333 $ $ 4,008,328 $ 291,302 $ 4,299,630 - 686,357 90,226 776,583 - 776,583 - - - 506,901 506,901 363,238 363,238 - 363,238 1,274,373 38,404 1,312,777 1,312,777 351,650 101,394 453,044 453,044 72,084 72,084 72,084 165 25,942 2,501,325 86,625 2,614,057 - 2,614,057 77,671 73,193 270,952 162,178 583,994 117,899 701,893 2,104 (103) 9,202 - 11,203 11,203 277,629 277,073 - 17,800 572,502 60,592 633,094 $ 5,112,018 $ 2,076,149 $ 3,313,037 $ 266,603 $ 1 $ 976,693 $ 11,744,504 $ 1,110,499 $ 43,973 $ - $ - $ 1,154,472 $ 119,961 $ 1,274,433 1,444,010 - - 1,444,010 - 1,444,010 1,450,156 6,489,389 7,939,545 7,939,545 601,450 - - 601,450 601,450 - 504,647 - 504,647 39,383 544,030 - - 175,398 175,398 - 175,398 1,520,000 - 1,520,000 395,000 1,915,000 687,661 687,661 171,051 858,712 4,066 - 4,066 1,826 5,892 $ 4,606,114 $ 548,620 $ 2,211,727 $ 6,664,787 y` 1031,248 $ 727,220 $ 14,758,470 $ 505,904 $ 1,527,529 $ 1,101,311 $ (6,398,184) S (3,263,440) $ 249,473 $ (3,013,966) $ - $ - $ 280,623 $ 5,385,391 $ 5,666,014 $ 2,374,024 $ 8,040,038 - (310,962) - (310,962) - (310,962) 3,500 60,100 1,368,310 1,431,910 444.698 1,876,608 - (843,856) - (274,927) (1,118,783) (444,698) (1,563,481) $ 3,500 $ (1,154,818) $ 340,723 $ 6,478,775 $ 5,668,180 $ 2,374,024 $ 8,042,203 $ 509,404 $ 372,712 $ 1,442,034 $ 80,592 $ 2,404,742 $ 2,623,497 $ 5,028,239 1,928,980 1,437,694 6,049,770 2,246,485 11,662,929 1,071,481 12,734,410 543 75,323 (672,513) (596,647) - (596,647) $ 2,438,384 S 1,810,949 $ 7,567,127 $ 1,654,564 $ 3,dY1,024 3.69d,9i8 $ 17,166,002 W tfS a) a) — a) = O +-° = Co U) C _ •� (O C i Ua O �O 0.— O Om c O N m C �0CLCOaO = m (O S? i 0 L 3: (n Q 7Z • a) a) C a) C F- p N O Q p Co 0-0--75- O� co WQ N 00 0 (1) Z 0) co =N Q m N Ors (O U a)• -� co L) �O 0 W .- N C d' 10) i a) O +_- C O !_ �N Z J N U-0 N O 0)O > > != CO 0 co WW 0 m r .� (o XER' - a) O7o NCO O O W C �. p O 00 �O Z W Z Q� 6� O °� � ��'0 o z � E ° CL E ._. —.— O> O o O >,w� a o O C ° cu ( te n o�Q ° m CO 0 N Z W d o Z W cc 7C3 OC) W a L O ( 0 C — > - 0 = a) (Ua OW LL Q w � �U O > o arc° � � a� E F- a) >'3 CL H (� W Y Q� _Q ° o�NE -0 � c�czof Z J W m 0 m > _a ch ca° (n 1, j N U ( N O >, (Z O W r o m CL Cl) Z W - 0 '� co Co C: Q) O� _O CO O T C� W Q U O Q � � "a co � Q V) "' � - �O co OE CL (� Q- E U � D o Q C cn 00 ..1 (n cq � > E o o Q ° a) 13 co •u) 3: cc O o ° cam U : _0 m o o C13 cis =Q Q m ° 3 ° v i� C: (D o ° E ° �� tAQ OC o a)-0 >,�� Q Qp �- Q Q W 0 0 t>s O 0 ,_ E �U O W Z X00 .Q EQ_ a) Cal � = Op ((n-0 0 a) U) 'a 0 =3 V F" O W a) 0 p O " Q °- E LU Q- ° cam Q - ° (D E .S = c>s m cu E" O a. 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O W W" Q CD Q 0 O M CD M O (D CD N `< CD O fn CD cn 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, 2000 (With Comparative Totals for the Year Ended December 31, 1999) REVENUES Taxes Municipal state (MSA) Tax increments Intergovernmental revenues Licenses and permits Fines and forfeitures Special assessments Charges for services Investment income Net increase (decrease) in the fair value of investments Miscellaneous Total Revenues EXPENDITURES Current Cn General government Public safety Public works Parks and recreation Lease payments Other Capital outlay Debt Service Principal retirement Interest Fiscal agent fees Total Expenditures Excess (deficiency) of revenues over expenditures OTHER FINANCING SOURCES (USES) Proceeds from issuance of debt Operating transfers in Operating transfers in - primary government Operating transfers out Total Other Financing Sources (Uses) Excess (deficiency) of revenues and other financing sources over expenditures and other financing uses FUND BALANCES - January 1 Equity transfers FUND BALANCES - December 31 Totals (Memoran- Component Governmental Fund Types dum Only) Unit Totals Special Debt Capital Primary Port (Memorandum Only) General Revenue Service Projects Government Authority 2000 1999 _ $ 2,916,269 $ 908,000 $ 565,331 $ $ 4,389,600 $ 297,537 $ 4,687,137 $4,380,211 - 473,141 88,748 561,889 561,889 667,145 - - - - 473,896 473,896 449,519 1,457,390 73,937 350,000 1,881,327 127,684 2,009,011 1,331,090 588,304 - - 588,304 588,304 623,463 72,067 - 72,067 72,067 91,441 - 38,812 7,425,923 7,464,735 7,464,735 3,679,095 713,892 201,555 - - 915,447 915,447 598,214 153,885 116,647 549,778 211,194 1,031,504 230,327 1,261,831 783,503 22,969 17,364 32,104 - 72,437 - 72,437 (91,598) 287,832 138,688 2,080,168 2,506,688 103,243 2,609,931 971,562 6,212,608 1,968,144 8,661,884 2,641,362 19,483,998 1,232,687 20,716,685 13,483,645 1,202,164 22,174 - - 1,224,338 542,895 1,767,233 1,239,838 1,580,593 - - 1,580,593 - 1.580,593 1,495,469 1,887,570 3,539,908 5,427,478 5,427,478 8,212,767 691,126 - - 691,126 691,126 628,144 159,972 159,972 159,972 171,547 - 2 375,961 375,963 375,963 214,263 851,279 - 851,279 1,613,394 2,464,673 707,228 - 1,930,000 1,930,000 180,000 2,110,000 1,740,000 1,146,501 1,146,501 378,824 1,525.325 1,288,625 4,721 - 4,721 .1,461 6,182 6,296 5,361,453 1,033,425 3,081,224 --- 9 9 13,391,971 2,716,574 16,108,545 15,704,177 851,155 934,719 5,580,660 (1,274,507) 6,092,027 (1,483,887) 4,608,140 (2,220,532) _ _ _ - 1,732,500 1,732,500 8,044,035 3,500 3,996 853,808 3,287,636 4,148,940 - 4,148,940 1,028,345 _ - - - 188,000 188,000 179,928 (19 2,000) (1,171,327) (34,454 (2,137,684) (3,535,465 (3,535,465) (899,480) (188,500 (1,167,331) 819,354 1,149,952 613,475 1,920,500 2,533,975 8,352,828 662,655 (232,612) 6,400,014 (124,555) 6,705,502 436,613 7,142,115 6,132,296 3,054,533 2,143,468 11,198,187 2,973,484 19,369,672 3,928,627 23,298,299 17,166,002 (659 (19,097 517,613 (505,295 (7,438 (7,438 S 3,716,529 $ 1,891,759 $ 18,115,814 $ 2,343,634 $ 26,067,736 $ � $ 30.432,976 $ 23,298,298 — W Q 0 ° - a te 3 cTJ C ° Qo E o 0 ca -FZ U (d O .- 0� 0 0 00— E0�L (� L- Q U O Q i 0 CL ° o cz a) Q CL >, U Q } O a) a) crj Q O m C.N O 0= �- C N `+- c > C co O co 0 -0 O 0 = M a) E a) `. 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CD o f a = 3 o x U) Q CD ( Q W n o 2 3 � �' CL0C m C r ��m CD n ^cam Ill 0 a Q Q `G (D a 0 �. 7 CCD .0+ N p? , :3 W QU70CW W �� W `-'Q"� CD 1? 7 CD -� O CD`�C: - C n 8 (D 0 * �� Nn O p - n� CD ( CD c� ���, o� 3 E-0 m o 3. 0 CD C Cn m r- ��W o�(nh�o -�`�� om n� Z s= 3 cn ° o U) oca osv �i «- 7 C O , CD 0 S =r =r =5 C CD � =r CD C O (D P T.• r CQ W (n 7 � CD CD (D O `G 0 CCD (D CITY OF ROSEMOUNT, MINNESOTA COMBINED BALANCE SHEET ALL FUND TYPES, ACCOUNT GROUPS AND DISCRETELY PRESENTED COMPONENT UNITS DECEMBER 31, 1999 0 'T1 n C) D r D M m Z TOTAL LIABILITIES, EQUITY AND OTHER CREDITS S 3,398,081 S 2,528,207 $ 15,818,138 $ 3,442,950 $ 55,789,341 S 537,182 $ 27,888 $ 14,359,486 S 26,866,760 S 122,768,034 $ 12,562,045 $ 135,330,080 PROPRIETARY FIDUCIARY TOTAL TOTAL ALL GOVERNMENTAL FUND TYPES FUND TYPES FUND TYPE ACCOUNT GROUPS PRIMARY COMPONENT REPORTING GENERAL GENERAL GOVERNMENT UNIT ENTITY SPECIAL DEBT CAPITAL INTERNAL FIXED LONG -TERM (MEMORANDUM PORT (MEMORANDUM GENERAL REVENUE SERVICE PROJECTS ENTERPRISE SERVICE AGENCY ASSETS DEBT ONLY) AUTHORITY ONLY) ASSETS AND OTHER DEBTS ASSETS: Cash and Investments $ 3,062,029 S 2,453.051 $ 10,637,645 S 3,280,409 $ 7,705,928 S 512,006 $ 27,888 $ 0 $ 0 $ 27,678,956 S 1,600,531 $ 29,279,487 Investment with fiscal agent 0 0 0 0 0 0 0 0 0 0 2,335,150 2,335,150 Accounts receivable 13,388 1,986 0 0 471,025 0 0 0 0 486,399 409 486,808 Property taxes receivable 297,828 0 0 0 0 0 0 0 0 297,828 1,846 299,675 Special assessments receivable 0 73,170 5,180,494 0 343,376 0 0 0 0 5,597,039 102,453 5,698,492 Due from other funds 0 0 0 162,541 0 0 0 0 0 162,541 0 162,541 Advances to other funds 0 0 0 0 531,755 0 0 0 0 531,755 0 531,755 Due from other governments 24,837 0 0 0 22,675 0 0 0 0 47,512 0 47,512 Prepaid items 0 0 0 0 40,647 25,176 0 0 0 65,823 236 66,059 Notes receivable 0 0 0 0 0 0 0 0 0 0 1,338,269 1,338,269 Net fixed assets 0 0 0 0 46,673,935 0 0 14,359,486 0 61,033,421 283,151 61,316,572 OTHER DEBITS: Amount available in debt service funds 0 0 0 0 0 0 0 0 11,198,187 11,198,187 3,400,026 14,598,213 Amount to be provided for debt retirement 0 0 0 0 0 0 0 0 15,668,573 15,668,573 3,499,974 19,168,547 TOTAL ASSETS AND OTHER DEBITS S 3,398,081 $ 2,528,207 $ 15,818,138 $ 3,442,950 $ 55,789,341 $ 537,182 $ 27,888 $ 14,359,466 $ 26,866,760 S 122,768,034 $ 12,562,045 S 135,330,080 LIABILITIES, EQUITY AND OTHER CREDITS LIABILITIES: Accounts payable $ 185,341 $ 22,821 $ 0 $ 74,936 $ 56,986 $ 14,355 S 27,888 $ 0 $ 0 S 382,327 S 5,372 $ 387,699 Compensated absences payable 0 0 0 0 33,660 0 0 0 311,828 345,488 0 345,488 Accrued expenditures 57,023 0 0 0 11,203 0 0 0 0 68,226 0 68,226 Accrued interest 0 0 0 0 82,248 0 0 0 0 82,248 0 82,248 Contracts payable 0 0 0 231,987 13,968 0 0 0 0 245,955 0 245,955 Due to other funds 0 0 0 162,541 0 0 0 0 0 162,541 0 162,541 Advances from other funds 0 290,048 0 0 241,708 0 0 0 0 531,755 0 531,755 Deposits payable 34,390 0 0 0 0 0 0 0 0 34,391 4,172 38,563 Deferred revenue 66,795 71,870 4,619,951 0 289,418 0 0 0 0 5,048,034 1,440,722 6,488,756 Capital leases payable 0 0 0 0 0 0 0 0 639,932 639,932 0 639,932 Bonds payable 0 0 0 0 4,184,914 0 0 0 25,915,000 30,099,914 6,900,000 36,999,914 TOTAL LIABILITIES $ 343,548 $ 384,739 $ 4,619,951 $ 469,463 S 4,914,105 $ 14,355 S 27,888 $ 0 $ 26,866,760 $ 37,640,810 $ 8,350,266 $ 45,991,076 EQUITY AND OTHER CREDITS: Investment in general fixed assets $ 0 $ 0 $ 0 5 0 $ 0 $ 0 $ 0 $ 14,359,486 $ 0 $ 14,359,486 S 283,151 $ 14,642,637 Contributed capital 0 0 0 0 40,300,331 0 0 0 0 40,300,331 0 40,300,331 Retained earnings 0 0 0 0 10,574,905 522,827 0 . 0 0 11,097,732 0 11,097,732 Fund balance: Reserved for capital projects 0 0 0 3.310,192 0 0 0 0 0 3,310,192 0 3,310,192 Reserved for special projects 0 117,139 0 0 0 0 0 0 0 117,139 236 117,375 Reserved for debt service 0 0 11,198,187 0 0 0 0 0 0 11,198,187 3,400,026 14,598,213 Reserved for encumbrances 172,836 0 0 0 0 0 0 0 0 172,836 0 172,836 Unreserved designated for working capital 2,881,697 0 0 0 0 0 0 0 0 2,881,697 0 2,881,697 Unreserved - undesignated 0 2,026,329 0 (336,705) 0 0 0 0 0 1,689,624 528,366 2,217,990 TOTAL EQUITY AND OTHER CREDITS S 3,054,533 $ 2,143,468 $ 11,198,187 S 2,973,487 $ 50,875,236 $ 522,827 S 0 $ 14,359,486 $ 0 S 85,127,224 $ 4,211,779 $ 89,339,003 TOTAL LIABILITIES, EQUITY AND OTHER CREDITS S 3,398,081 S 2,528,207 $ 15,818,138 $ 3,442,950 $ 55,789,341 S 537,182 $ 27,888 $ 14,359,486 S 26,866,760 S 122,768,034 $ 12,562,045 $ 135,330,080 W(g - �z = w w -6 w w- w �= QZ Ca E o� o ��+ w 3 a)�_0 Wo c 1a� °?� OO U ���_ o " coO_(a c m w J _ O ct% C2 r✓ O L 0 i cz _ ZO T Q O � O U-0 cu Q O O OW ° o O ° *-o E u) (D 30 ~= N r a) C: 0) 0) �- a) L >+ O C: 0 W Z w (13 M C - L-0w .r L � } r o_ a) (0 0 0 (u r N N d O N H O C C W O V'0U N O O)M >< :3 c o r _ O w c e ) W O N O c r U) CL > Cl) Cn O a. o �c LO � (n N (Z a) --C, O Q C Cc W w D N �U N.E ca -0 �c _Z a_ O -- _c o V W O N -00 J (Z-0 Lo= M _�� E O +. 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The Bonds will be issued in fully registered form and one Bond, representing the aggregate principal amount of the Bonds maturing in each year, will be registered in the name of Cede & Co. as nominee of The Depository Trust Company ( "DTC "), New York, New York, which will act as securities depository of the Bonds. Individual purchases of the Bonds may be made in the principal amount of $5,000 or any multiple thereof of a single maturity through book entries made on the books and records of DTC and its participants. Principal and interest are payable by the registrar to DTC or its nominee as registered owner of the Bonds. Transfer of principal and interest payments to participants of DTC will be the responsibility of DTC; transfer of principal and interest payments to beneficial owners by participants will be the responsibility of such participants and other nominees of beneficial owners. The purchaser, as a condition of delivery of the Bonds, will be required to deposit the Bonds with DTC. REGISTRAR The Authority will name the Registrar which shall be subject to applicable S.E.C. regulations. The Authority will pay for the services of the registrar. OPTIONAL REDEMPTION The Authority may elect on February 1, 2012, and on any day thereafter, to prepay Bonds due on or after February 1, 2013. Redemption may be in whole or in part and if in part at the option of the Authority and in such manner as the Authority shall determine. If less than all Bonds of a maturity are called for redemption, the Authority will notify DTC of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. All prepayments shall be at a price of par plus accrued interest. SECURITY AND PURPOSE The Bonds will be general obligations of the City of Rosemount for which the City of Rosemount will pledge its full faith and credit and power to levy direct general ad valorem taxes. The proceeds will be used to finance the renovation and expansion of the City Hall. TYPE OF PROPOSALS Proposals shall be for not less than $2,017,392 and accrued interest on the total principal amount of the Bonds. Proposals shall be accompanied by a Good Faith Deposit ( "Deposit ") in the form of a certified or cashier's check or a Financial Surety Bond in the amount of $20,450, payable to the order of the Authority. If a check is used, it must accompany the proposal. If a Financial Surety Bond is used, it must be from an insurance company licensed to issue such a bond in the State of Minnesota, and preapproved by the Authority. Such bond must be submitted to Springsted Incorporated prior to the opening of the proposals. The Financial Surety Bond must identify each underwriter whose Deposit is guaranteed by such Financial Surety Bond. If the Bonds are awarded to an underwriter using a Financial Surety Bond, then that purchaser is required to submit its Deposit to Springsted Incorporated in the form of a certified or cashier's check or wire transfer as instructed by Springsted Incorporated not later than 3:30 P.M., Central Time, on the next business day following the award. If such Deposit is not received by that time, the Financial Surety Bond may be drawn by the Authority to satisfy the Deposit requirement. The Authority will deposit the check of the purchaser, the amount of which will be deducted at settlement and no interest will accrue to the purchaser. In the event 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, 2000, 1999 and 1998. 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 1999 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 has submitted its 2000 CAFR to GFOA. - x - IV -1 the purchaser fails to comply with the accepted proposal, said amount will be retained by the Authority. No proposal can be withdrawn or amended after the time set for receiving proposals unless the meeting of the Authority scheduled for award of the Bonds is adjourned, recessed, or continued to another date without award of the Bonds having been made. Rates shall be in integral multiples of 5/100 or 1/8 of 1 %. Rates must be in level or ascending order. Bonds of the same maturity shall bear a single rate from the date of the Bonds to the date of maturity. No conditional proposals will be accepted. Ttyr . 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 (This page was left blank intentionally.) 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. Except as compliance with the terms of payment for the Bonds shall have 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. -xi - X Net Tax Capacity Levy Year 1996 First $72,000 of EMV at 1.00% EVM in excess of $72,000 at 2.00% STATUTORY FORMULAE CONVERSION OF ESTIMATED MARKET VALUE (EMV) TO NET TAX CAPACITY FOR MAJOR PROPERTY CLASSIFICATIONS General Classifications Residential Homestead Residential Non - Homestead 4 or more units Agricultural Homestead Agricultural Non - Homestead Commercial - Industrial Seasonal /Recreational Residential V g a a (A '� N (D CD Q O o 1 CD U1 O O O CD Cn 3 26 C: N a m CD cQ' n (n =3 O CD O CD 3 O N -8 m o 3 CD D `< N CAD 0 C C w A D SD O S iU Co (D N f " O N Cn (a = . — 3 O a N O - ^ O a - C _C (n U) � � CD CD � , 0 -p O -: CD `< N OTC �_ O CD .. Q , , Q CND CD (a < � O N 0 3 < W _ "11 CD w � - a O. 3 (a a CD a- a O CD w w CD =r -« O n �_ N O CD W Q (Dw �_ * w CD m -t � C N' sv o o 3 o� �m a ��' C c m Cn (a a Cn w o wc 3 o Ca � 00 ` < �� ��CD .� CD (n (0 = fy '" (n pF 0 m a - 3 7I7 w CD CD _c a. Q_ S w (D cn O w W CD C Q - 0 (3D fn 3 . _ � c m (D m O a- 0 a C u C CD D O � CD (n CD O A co ca 3 Q m CD CD c Zr 0 Cn 0a- mcm o ( n CD O 0 ��(Q 3'!v � a 1 -. Nn a p C a� o O fv w a o�,< o -- U) Imo (QO,<�o <CD 0 � 'WCDW .. C n fv A� CD O =r � �a Q 0�0 Oo D_a_cn3 O CD .0 _ -CD 2 m Cp�O(/�CoQCDN �O 00 � �» • Ce 7 U���02�M n0�w90 = ��(Dm p - -+ _.� w w �� m �o �w �m 3 CD CD m� T = ::r Cn Cn00< g O C =° - *a- W C =w 0 X n 0) =rCDW O mrvS Ey m5 cn3°��� n n A) w m Q o (D ° (D CD �` C 1 ° O' Ca pOi C Cn a Cy n '-" " CD Cn O (a a C n -e Cn O c c�� (D o c '" m ���`< m� �' 3 m CD (D Z W W Cn O CD � CD' O O O (� Ica cn (D (n (Q (0 ? U) Z' a `G O O � � C CD m C Q. � - Q? Net Tax Capacity Lew Year 1997 First $75,000 of EMV at 1.00% EMV in excess of $75,000 at 1.85 % Net Tax Capacity Lew Year 1998 First $75,000 of EMV at 1.00% EMV in excess of $75,000 at 1.70% 0 C7 D r Cn D M K Z --I Net Tax Capacity Lew Year 1999 First $76,000 of EMV at 1.00% EMV in excess of $76,000 at 1.65% �h O O a- a- CL 3 0 5 a- m (D (D O n < o <�D a N CD 0 O -�. _ C7 O n U0 E: 0 o C < O O Sv CD CD (a Cn � o0Zpw � ° C 0 0 a C o (D = ;;MMww acCDCD p a .. 3�CDCCD Z a C Z Q `o o CD CD � =r Z ;7 'S'�0(a CD ao3�M Cn CD CT nvn r -CL Cn `< o C (n 0 C) =3 C CL (D ( D CD So D X m oo� CD = 0 E- 0CDW�a N p p < ^' CD o m ua_C� in o =3 CD ' o m (D C7 0 m � m CD W5CD o '0 °.c 0 —1< (D Net Tax Capacity Levy Year 2000 First $76,000 of EMV at 1.00% EMV in excess of $76,000 at 1.65% 3.40 %; except certain cities of 2.90 %; except certain cities of 2.50 %; except certain cities of 2.40 %; except certain cities of 2.40 %; except certain cities of 5,000 population or less 5,000 population or less 5,000 population or less 5,000 population or less 5,000 population or less at 2.30% at 2.30% at 2.15% at 2.15% at 2.15% First $72,000 EMV of house, First $75,000 EMV of house, First $75,000 EMV of house, First $76,000 EMV of house, First $76,000 EMV of house, garage and 1 acre at 1.00% garage and 1 acre at 1.00% garage and 1 acre at 1.00% garage and 1 acre at 1.00% garage and 1 acre at 1.00% EMV in excess of $72,000 of house, garage and 1 acre at 2.00% Remaining Property: First $115,000 of EMV on first 320 acres at 0.45% EMV in excess of $115,000 on first 320 acres at 1.00% EMV in excess of $115,000 over 320 acres at 1.50% EMV of house, garage and 1 acre at 2.30% EMV of land and other buildings at 1.50% EMV in excess of $75,000 of house, garage and 1 acre at 1.85% Remaining Property: First $115,000 of EMV on first 320 acres at 0.40% EMV in excess of $115,000 on first 320 acres at 0.90% EMV in excess of $115,000 over 320 acres at 1.40% First $75,000 of EMV of house, garage and 1 acre at 1.90% EMV in excess of $75,000 of house, garage and 1 acre at 2.10% EMV of land and other buildings at 1.40% EMV in excess of $75,000 of house, garage and 1 acre at 1.70% Remaining Property: First $115,000 of EMV on first 320 acres at 0.35% EMV in excess of $115,000 on first 320 acres at 0.80% EMV in excess of $115,000 over 320 acres at 1.25% First $75,000 of EMV of house, garage and 1 acre at 1.25% EMV in excess of $75,000 of house, garage and 1 acre at 1.70% EMV of land and other buildings at 1.25% EMV in excess of $76,000 of house, garage and 1 acre at 1.65% Remaining Property: First $115,000 of EMV at 0.35% EMV in excess of $115,000 and less than $600,000 at 0.80% EMV in excess of $600,000 at 1.20% First $76,000 of EMV of house, garage and 1 acre at 1.20% EMV in excess of $76,000 of house, garage and 1 acre at 1.65% EMV of land and other buildings at 1.20% EMV in excess of $76,000 of house, garage and 1 acre at 1.65% Remaining Property: First $115,000 of EMV at 0.35% EMV in excess of $115,000 and less than $600,000 at 0.80% EMV in excess of $600,000 at 1.20% First $76,000 of EMV of house, garage and 1 acre at 1.20% EMV in excess of $76,000 of house, garage and 1 acre at 1.65% EMV of land and other buildings at 1.20% First $100,000 of EMV at 3.00% First $150,000 of EMV at 2.70% First $150,000 of EMV at 2.45% First $150,000 of EMV at 2.40% First $150,000 of EMV at 2.40% EMV in excess of $100,000 EMV in excess of $150,000 EMV in excess of $150,000 EMV in excess of $150,000 EMV in excess of $150,000 at 4.60% at 4.00% at 3.50% at 3.40% at 3.40% Non - Commercial First $72,000 of EMV at 1.75% EMV in excess of $72,000 at 2.50% Commercial - 2.30% Non - Commercial First $75,000 of EMV at 1.40% EMV in excess of $75,000 at 2.50% Commercial - 2.10% Vacant Land N/A N/A (All vacant land is reclassified to (All vacant land is reclassified to highest and best use highest and best use pursuant to local zoning pursuant to local zoning ordinance ordinance Non - Commercial First $75,000 of EMV at 1.25% EMV in excess of $75,000 at 2.20% Commercial — 1.80% N/A (All vacant land is reclassified to highest and best use pursuant to local zoning ordinance Non - Commercial First $76,000 of EMV at 1.20% EMV in excess of $76,000 at 1.65% Commercial — 1.60% Homestead Resorts — 1.00% N/A (All vacant land is reclassified to highest and best use pursuant to local zoning ordinance Non - Commercial First $76,000 of EMV at 1.20% EMV in excess of $76,000 at 1.65% Commercial —1.60% Homestead Resorts —1.00% N/A (All vacant land is reclassified to highest and best use pursuant to local zoning ordinance 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. OFFICIAL STATEMENT CITY OF ROSEMOUNT, MINNESOTA $1,325,000 GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 2001A $1,140,000 GENERAL OBLIGATION STORM WATER REVENUE BONDS, SERIES 2001 B $2,045,000 ROSEMOUNT PORT AUTHORITY, MINNESOTA GENERAL OBLIGATION PUBLIC FACILITIES BONDS, SERIES 2001C (BOOK ENTRY ONLY) INTRODUCTORY STATEMENT This Official Statement contains certain information relating to the City of Rosemount, Minnesota (the "City ") and its issuance of $1,325,000 General Obligation Improvement Bonds, Series 2001A (the "Improvement Bonds ") and $1,140,000 General Obligation Storm Water Revenue Bonds, Series 2001 B (the "Storm Water Revenue Bonds "). This Official Statement also contains information relating to the Rosemount Port Authority, Minnesota (the "Authority ") and its issuance of $2,045,000 General Obligation Public Facilities Bonds, Series 2001 C (the "Port Authority Bonds "). The Improvement Bonds, the Storm Water Revenue Bonds and the Port Authority Bonds are collectively referred to as the "Bonds," the "Issues" or the "Obligations ". 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. For a discussion of the Authority, see page 24 of this Official Statement. The purpose and additional sources of security for the Issues are further described herein. Inquiries may be directed to Mr. Jeffrey May, Finance Director, City of Rosemount, 2875 - 145th Street West, Rosemount, Minnesota 55068 -4997, or by telephoning (651) 423 -4411. Inquiries may also be made to Springsted Incorporated, 85 East Seventh Place, Suite 100, St. Paul, Minnesota 55101 -2887, or by telephoning (651) 223 -3000. If information of a specific legal nature is desired, requests may be directed to Ms. Mary Dyrseth, Briggs and Morgan, Professional Association, Bond Counsel, 2200 First National Bank Building, St. Paul, Minnesota 55101, or by telephoning (651) 223 -6625. CONTINUING DISCLOSURE In order to assist the Underwriters in complying with SEC Rule 15c2 -12 (the "Rule "), pursuant to the Award Resolutions for the Improvement Bonds and the Storm Water 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 into 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 III -4 _1- 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 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 August 15, 2001 and issued in book entry form. Interest on the Bonds is payable August 1, 2002 and semiannually thereafter on February 1 and August 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. Optional Redemption The City may elect on February 1, 2010, and on any day thereafter, to prepay the Improvement Bonds due on or after February 1, 2011. The City may elect on February 1, 2011, and on any day thereafter, to prepay the Storm Water Revenue Bonds due on or after February 1, 2012. The Authority may elect on February 1, 2012, and on any day thereafter, to prepay the Port Authority Bonds due on or after February 1, 2013. 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. 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 which 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 which 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 which 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. -2- 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 which, 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 owned by a tax - exempt entity, but which 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. Levy Limitations for Counties and Cities (M.S. 275.70 to 275.74) (Laws 1999, Chapter 243, Article 6) Levy limitations are in effect for taxes levied in 1999 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 2000 Legislature allowed the levy limit law to sunset for taxes payable in 2001. 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. Redemption notices shall be sent to DTC. If less than all of the Obligations within a maturity are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed. III -2 -3- APPENDIX III 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 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. SUMMARY OF TAX LEVIES, PAYMENT PROVISIONS, AND MINNESOTA REAL PROPERTY VALUATION Following is a summary of certain statutory provisions effective through 2000 relative to tax levy procedures, tax payment and credit procedures, and the mechanics of real property valuation. The summary does not purport to be inclusive of all such provisions or of the specific provisions discussed, and is qualified by reference to the complete text of applicable statutes, rules and regulations of the State of Minnesota. Property Valuations (Chapter 273, Minnesota Statutes) Assessor's Estimated Market Value Each parcel of real property subject to taxation must, by statute, be appraised at least once every 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 2001, 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 seasonable recreational residential, which is entered by the assessor in the current assessment year, may not exceed the greater of (i) 10% of the preceding year's market value or (ii) 1/4 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. THE IMPROVEMENT BONDS The Improvement Bonds are being issued pursuant to Minnesota Statutes, Chapters 429 and 475. The proceeds will be used to finance the costs of water system improvements within the City. 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. -4- III -1 X1:1 Bloomberg Municipal Repository 100 Business Park Drive Skillman, NJ 08558 Phone: 609 - 279 -3225 Fax: 609 - 279 -5962 Email: Munis @Bloombere DPC Data Inc. One Executive Drive Fort Lee, NJ 07024 Phone: 201- 346 -0701 Fax: 201 - 947 -0107 Email: nrmsir @dpcdata.com FT Interactive Data Attn: NRMSIR 100 Williams Street New York, NY 10038 Phone: 212 -771 -6899 Fax: 212- 771 -7390 Email: NRMSIR @interactive.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 re ositor @� sandg.com The composition of the Improvement Bonds is as follows: Net Project Costs $1,300,000 Plus: Costs of Issuance 11,750 Underwriter's Discount 13,250 Total Improvement Bonds $1,325,000 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 $405,000 are expected to be filed in November 2001 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 net interest rate on the Improvement Bonds. 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. The City expects to abate its levy annually to the extent that net revenues of the City's water utility are available to cover a portion of the principal and interest payments on the Improvement Bonds. THE STORM WATER REVENUE BONDS The Storm Water Revenue Bonds are being issued pursuant to Minnesota Statutes, Chapters 444 and 475. The proceeds will be used to finance the costs of the Hawkins Pond and the Marcotte Pond Lift Station and Forcemain improvements. The composition of the Storm Water Revenue Bonds is as follows: Project Costs $1,110,000 Plus: Costs of Issuance 16,320 Underwriter's Discount 13,680 Total Storm Water Revenue Bonds $1,140,000 Security and Financing The Storm Water 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 storm water utility. The City covenants that it will charge rates sufficient for the operation and maintenance of the City's storm water utility, and to make debt service payments on the Storm Water Revenue Bonds and on other outstanding general obligation bonds to which the net revenues of the storm water utility are also pledged, a listing of which is found on page 14 of this Official Statement. Net revenues of the City's storm water utility 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 Storm Water Revenue Bonds. II -16 -5- THE PORT AUTHORITY BONDS Authority and Purpose The Port Authority Bonds are being issued pursuant to Minnesota Statutes, Section 469.060 and Chapter 475. The proceeds of the Port Authority Bonds will be used to finance the renovation and expansion of City Hall. Additional information concerning the Authority can be found on page 24. The composition of the Port Authority Bonds is as follows: Project Costs $ 3,128,078 Less: Authority Contribution (1,128,078 Net Project Costs $ 2,000,000 Plus: Issuance Costs 17,392 Underwriter's Discount 27,608 Total Port Authority Bonds $ 2,045,000 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 2001 for collection in 2002. 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. 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 City's or the Authority's ability to meet their respective financial obligations. LEGALITY 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 Date: , 2001 ROSEMOUNT PORT AUTHORITY, MINNESOTA B y - Its B y - Its CITY OF ROSEMOUNT, MINNESOTA B y - Its B y - Its -6- II -15 SECTION 18. Termination of Reporting Obligation The Issuer's obligations under this Disclosure Undertaking shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. SECTION 19. 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. SECTION 20. 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. SECTION 21. 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. SECTION 22. 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. SECTION 23. 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. SECTION 24. 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. 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 and the Authority 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 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. 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." 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O a n ��h O s a ' CD �' C w CD c�D `C (�D n' �v N C CJQ p, (D N ( -n O W CD CD � • 0 CD :::r. sv 'd El 0 � � c: CD (� � w , n `d b ° r* ` C `d '� UQ UQ N CD O 0 OD O '.s '_h CD N��-r �h ° ;; p C tv °, ( r° CD 0 tv (n O p .-. CD 0 CD O • cn a ( U4 c CD "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. SECTION 15. Provision of Annual Reports A. Beginning in connection with the Fiscal Year ending on December 31, 2001, the Issuer shall, or shall cause the Dissemination Agent to, as soon as possible, but in any event not later than December 31, 2002, and by December 31 of each year thereafter, provide to each Repository an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Undertaking. B. If the Issuer is unable to provide to the Repositories an Annual Report by the date required in subsection (a), the Issuer shall send a notice of such delay and estimated date of delivery to each Repository or to the MSRB and to the State Depository, if any. SECTION 16. Content and Format of Annual Reports The Issuer's Annual Report shall contain or incorporate by reference the financial information and operating data pertaining to the Issuer listed below as of the end of the preceding Fiscal Year. The Annual Report may be submitted to each Repository as a single document or as separate documents comprising a package, and may cross - reference other information as provided in this Disclosure Undertaking. The following financial information and operating data shall be supplied: A. An update of the 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 ". B. Audited Financial Statements of the Issuer. The Audited Financial Statements of the Issuer may be submitted to each Repository separately from the balance of the 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 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 Balance of This Page Has Been Intentionally Left Blank) II -12 -9- 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; 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; and compressed the class rates applicable to various classes of property. The assumption by the State of Minnesota of the general education property tax levy and the compression of the class rates are expected to have an adverse impact on tax increment revenues received by the City. 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 (1 c) 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 1 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 I% in pay 2003, classification abolished thereafter 4 Exempt from referendum market value tax Local Tax Local Tax Payable Payable 2001 2002 1.000% 1.000% 1.650% 1.000% 1.650% 1.250% 1.200% 1.000% 1.650% 1.000% 1.650% 1.250% 1.650% 1.500 %' 2.400% 1.800 % 2.150% 1.800 % 1.000% 0.900 % 2.400% 1.500% 3.400% 2.000% 3.400% 2.000% 1.000% 1.000% 1.000% 1.250% 1.650% 1.000% 1.650% 1.250% 1.200% 1.000 % 1.650% 1.000 % 1.650% 1.250 % 0.450% 0.450% 0.350% 0.550 % 0.800% 0.550 % 1.200% 1.000 % 1.200% 1.000 % Although the changes to Minnesota property tax laws are complex and broad in scope, it is not expected that such amendments will have a material adverse impact on the ability of the City to make payment on the Bonds. CONTINUING DISCLOSURE UNDERTAKING This Continuing Disclosure Undertaking (the "Disclosure Undertaking ") is executed and delivered by the Rosemount Port Authority, Minnesota and the City of Rosemount, Minnesota (collectively, the "Issuer ") in connection with the issuance of $2,045,000 General Obligation Public Facilities Bonds, Series 2001C (the 'Bonds "). The Bonds are being issued pursuant to a Resolution adopted on August 7, 2001 by the Board of Commissioners of the Rosemount Port Authority (the "Resolution "). Pursuant to the Resolution and this Undertaking, the Issuer covenants and agrees as follows: SECTION 13. Purpose of the Disclosure Undertaking, This Disclosure Undertaking is being executed and delivered by the Issuer for the benefit of the Owners of the Bonds and in order to assist the Participating Underwriters in complying with SEC Rule 15c2- 12(b)(5). SECTION 14. 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 475.51, 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. "Official Statement" shall be the Official Statement dated , 2001, prepared in connection with the Bonds. _10- II -11 EXHIBIT A Bloomberg Municipal Repository 100 Business Park Drive Skillman, NJ 08558 Phone: 609 - 279 -3225 Fax: 609 - 279 -5962 Email: Munis @Bloomber4.com DPC Data Inc. One Executive Drive Fort Lee, NJ 07024 Phone: 201 - 346 -0701 Fax: 201 - 947 -0107 Email: nrmsir @dpcdata.com FT Interactive Data Attn: NRMSIR 100 Williams Street New York, NY 10038 Phone: 212 - 771 -6899 Fax: 212 - 771 -7390 Email: NRMSIR @interactive.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 CITY PROPERTY VALUES 2000 Indicated Market Value of Taxable Property: $933,265,380 Calculated by dividing the county assessor's estimated market value of $846,471,700 by the 1999 sales ratio of 90.7% for the City as determined by the State Department of Revenue. (2000 sales ratios are not yet available.) 2000 Taxable Net Tax Capacity: $14,047,202 2000 Net Tax Capacity Less: Captured Tax Increment Tax Capacity Contribution to Fiscal Disparities Plus: Distribution from Fiscal Disparities 2000 Taxable Net Tax Capacity $14,593,889 (376, 683) (1,727,379) 1,557,375 $14,047,202 2000 Taxable Net Tax Capacity by Class of Property Commercial /industrial, Public Utility and Personal Property Residential Homestead Apartments Agricultural Railroad $ 5,058,473 8,437,361 290,265 234,597 26,506 36.0% 60.0 2.1 1.7 0.2 Total $14,047,202 Reflects adjustments for fiscal disparities and captured tax increment tax capacity. Trend of Values 100.0% (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 Ill for an explanation of tax capacity and other Minnesota property tax law. (c) The decreases in taxable tax capacity in 1997 and 1998 were attributable to reductions in property tax class rates as detailed in Appendix lll. II -10 - 11 - Indicated Estimated Taxable Tax Market Value Market Value Capacity 2000 $933,265,380 $846,471,700 $14,047,202 1999 804,301,213 729,501,200 11,918,341 1998 712,653,413 657,779,100 10,638,961(x) 1997 674,816,358 618,806,600 10,816,390(x) 1996 616,711,605 568,608,100 11,022,093 (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 Ill for an explanation of tax capacity and other Minnesota property tax law. (c) The decreases in taxable tax capacity in 1997 and 1998 were attributable to reductions in property tax class rates as detailed in Appendix lll. II -10 - 11 - Ten of the Largest Taxpayers in the City Taxpayer Great Northern Oil Co. /Koch Refining Xcel Energy Bigos- Rosemount LLC (Cannon Equipment) CF Industries, Inc. ( Cenex) Triangle Warehouse Inc. Continental Nitrogen & Resources Corp. Limerick Way LLC Greif Brothers Cooperage Rosemount Properties LLC SKB Environmental Inc. Total Represents 27.75 of the City's 2000 taxable net tax capacity. CITY INDEBTEDNESS Legal Debt Limit Debt Limit (2% of Estimated Market Value) Less: Outstanding Net Debt Subject to Limit Legal Net Debt Margin at July 2, 2001 General Obligation Debt Supported by Taxes* Date Original of Issue Amount Purpose 11 -1 -92 $1,080,000 8 -1 -93 845,000 7 -1 -96 1,780,000 Total Community Center Municipal Building Refunding Fire Station These issues are subject to the statutory debt limit. 2000 Net Type of Business Tax Capacity Oil Refinery $2,576,412 Utility 488,952 Manufacturing 140,712 Fertilizer 117,358 Trucking/Warehouse 108,440 Fertilizer Blending & Plant Food 101,292 Townhouses 100,797 Manufacturing 89,759 Retail Shopping Center 87,617 Non - Hazardous Waste Containment 75,856 -12- $3,887,195' $16,929,434 (1,966,794 $14,962,640 $2,365,000 SECTION 8. Amendment Waiver Notwithstanding any other provision of this Disclosure Undertaking, the Issuer may amend this Disclosure Undertaking, and any provision of this Disclosure Undertaking may be waived, if (a) a change in law or change in the ordinary business or operation of the Issuer has occurred, (b) such amendment or waiver would not, in and of itself, cause the undertakings herein to violate the Rule if such amendment or waiver had been effective on the date hereof but taking into account any subsequent change in or official interpretation of the Rule, and (c) such amendment or waiver is supported by an opinion of counsel expert in federal securities laws to the effect that such amendment or waiver would not materially impair the interests of Bondholders. SECTION 9. Additional Information Nothing in this Disclosure Undertaking shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Undertaking or any other means of communication, or including any other information in any Annual Report or notice of an Occurrence, in addition to that which is required by this Disclosure Undertaking. If the Issuer chooses to include any information in any Annual Report or notice of an Occurrence in addition to that which is specifically required by this Disclosure Undertaking, the Issuer shall have no obligation under this Agreement to update such information or include it in any future Annual Report or notice of an Occurrence. SECTION 10. Default In the event of a failure of the Issuer to provide information required by this Disclosure Undertaking, any Owner may take such actions as may be necessary and 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. SECTION 11. Beneficiaries This Disclosure Undertaking shall inure solely to the benefit of the Issuer, the Participating Underwriters and Owners from time to time of the Bonds, and shall create no rights in any other person or entity. SECTION 12. Reserved Rights The Issuer reserves the right to discontinue providing any information required under the Rule if a final determination should be made by a court of competent 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: , 2001 W CITY OF ROSEMOUNT, MINNESOTA By - Its By _ Its Principal Final Outstanding Maturity As of 7 -2 -01 2 -1 -2013 $ 780,000 2 -1 -2002 135,000 2 -1 -2016 1,450,000 $2,365,000 SECTION 8. Amendment Waiver Notwithstanding any other provision of this Disclosure Undertaking, the Issuer may amend this Disclosure Undertaking, and any provision of this Disclosure Undertaking may be waived, if (a) a change in law or change in the ordinary business or operation of the Issuer has occurred, (b) such amendment or waiver would not, in and of itself, cause the undertakings herein to violate the Rule if such amendment or waiver had been effective on the date hereof but taking into account any subsequent change in or official interpretation of the Rule, and (c) such amendment or waiver is supported by an opinion of counsel expert in federal securities laws to the effect that such amendment or waiver would not materially impair the interests of Bondholders. SECTION 9. Additional Information Nothing in this Disclosure Undertaking shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Undertaking or any other means of communication, or including any other information in any Annual Report or notice of an Occurrence, in addition to that which is required by this Disclosure Undertaking. If the Issuer chooses to include any information in any Annual Report or notice of an Occurrence in addition to that which is specifically required by this Disclosure Undertaking, the Issuer shall have no obligation under this Agreement to update such information or include it in any future Annual Report or notice of an Occurrence. SECTION 10. Default In the event of a failure of the Issuer to provide information required by this Disclosure Undertaking, any Owner may take such actions as may be necessary and 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. SECTION 11. Beneficiaries This Disclosure Undertaking shall inure solely to the benefit of the Issuer, the Participating Underwriters and Owners from time to time of the Bonds, and shall create no rights in any other person or entity. SECTION 12. Reserved Rights The Issuer reserves the right to discontinue providing any information required under the Rule if a final determination should be made by a court of competent 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: , 2001 W CITY OF ROSEMOUNT, MINNESOTA By - Its By _ Its Audited Financial Statements are not provided because they are not available on or before the General Obligation Debt Supported Primarily by Special Assessments date for filing the Annual Report, the Issuer shall promptly provide them to the Repositories when available. Principal Date Original Final Outstanding SECTION 5. Reporting of Significant Events of Issue Amount Purpose Maturity As of 7 -2 -01 A. This Section 5 shall govern the giving of notices of the occurrence of any of the 6 -1 -91 $1,180,000 Local Improvements 2 -1 -2002 $ 115,000 following events with respect to the Bonds, if material: 12 -1 -91 265,000 Local Improvements 2 -1 -2003 50,000 9 -1 -92 895,000 Local Improvements 2 -1 -2004 190,000 1. Principal and interest payment delinquencies on the Bonds. 11 -1 -92 8 -1 -93 1,470,000 555,000 Local Improvements Local Improvements 2 -1 -2004 2 -1 -2005 435,000 200,000 2. Non - payment related defaults. 8 -1 -94 1,605,000 LocalImprovements 2 -1 -2006 900,000 8 -1 -95 1,900,000 Local Improvements 2 -1 -2007 895,000 3. Unscheduled draws on debt service reserves reflecting financial 7 -1 -97 12 -1 -97 2,800,000 1,595,000 Local Improvements Local Improvements 2 -1 -2009 2 -1 -2009 2,170,000 1,235,000 difficulties. 4 -1 -98 2,010,000 Local Improvements 2 -1 -2009 1,560,000 4. Unscheduled draws on credit enhancements reflecting financial 9 -1 -98 12 -1 -98 2,805,000 880,000 Local Improvements Local Improvements 2 -1 -2010 2 -1 -2005 2,470,000 690,000 difficulties. 7 -1 -99 3,715,000 Local Improvements 2 -1 -2011 3,515,000 10 -1 -99 4,395,000 Local Improvements 2 -1 -2011 4,395,000 5. Substitution of credit or liquidity providers or their failure to perform. 8 -15 -01 1,325,000 Local Improvements (the Improvement Bonds) 2 -1 -2012 1,325,000 6. Adverse tax opinions or events affecting the tax exempt status of the Bonds. Total $20,145,000 7. Modifications to rights of holders of the Bonds. General Obligation Port Authority Debt 8. Giving of a notice of optional or unscheduled redemption of any Bonds. Principal 9. Defeasances. Date Original Final Outstanding of Issue Amount Purpose Maturity As of 7 -2 -01 10. Release, substitution or sale of property securing repayment of the Bonds. 11 -1 -92 $3,425,000 Municipal Building 2 -1 -2003 $ 180,000(x) 11. Rating changes. 11 -1 -93 580,000 Land Purchase for Business Park (Taxable) 2 -1 -2009 385,000(b) B. Whenever an event listed in Section 5.A. above has occurred, the Issuer shall as 8 -1 -94 1,630,000 Business Park Street and Utility soon as possible determine if such event would constitute material information for holders of Improvements 2 -1 -2011 1,220,000(b) Bonds. If knowledge of the Occurrence would be material, the Issuer shall promptly file a notice 4 -1 -98 9 -1 -00 2,405,000 1,750,000 Municipal Building Refunding Business Park Infrastructure 2 -1 -2018 2,405,000(x) of such Occurrence with each National Repository or the MSRB and the State Depository, if any. Improvements 2 -1 -2011 1,750,000(x) C. The Issuer agrees to provide or cause to be provided, in a timely manner, each 8 -15 -01 2,045,000 City Hall (the Port Authority Bonds) 2 -1 -2022 2,045,000 National Repository or the MSRB and the State Depository, if any, notice of a failure by the Total $7,985,000 Issuer to provide the Annual Reports described in Section 4. (a) Debt service payments on these issues are made from a combination of user fees from the municipal SECTION 6. Termination of Reporting Obligation The Issuer's obligations under this multi - purpose arena, and certain special tax and general fund levies. Disclosure Undertaking shall terminate upon the legal defeasance, prior redemption or payment (b) These issues are being repaid from a combination of tax increment revenues, ad valorem tax levies in full of all of the Bonds. and land sales. (c) This issue is being repaid from a combination of tax increment revenues and ad valorem tax levies. SECTION 7. Dissemination Agent The Issuer may, from time to time, appoint or (d> This issue is being repaid from ad valorem taxes levied by the City. 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. II -8 -13- General Obligation Debt Supported by Revenues "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. Principal Date Original Final Outstanding "Repository" shall mean each National Repository and each State Depository. of Issue Amount Purpose Maturity As of 7 -2 -01 "Resolution" shall mean the resolution or resolutions adopted by the Governing Body of 9 -1 -92 $1,525,000 Storm Water Revenue 2 -1 -2008 $ 895,000 the Issuer providing for and authorizing the issuance of the Bonds. 8 -1 -93 945,000 Water Revenue Refunding 2 -1 -2005 515,000 8 - 1 - 94 335,000 Storm Water Revenue 2 -1 -2005 135,000 "Rule" shall mean Rule 15c2- 12(b)(5) adopted by the Securities and Exchange 8 -1 -94 7 -1 -96 700,000 State Aid Street Bonds 1,035,000 Storm Water Revenue 2 -1 -2004 2 -1 -2012 240,000 825,000 Commission under the Securities Exchange Act of 1934, as the same may be amended from time 7 -1 -96 500,000 Water Revenue 2 -1 -2005 270,000 to time. 10 -1 -99 855,000 Storm Water Revenue 2 -1 -2015 825,000 9 -1 -00 1,160,000 Water Revenue 2 -1 -2016 1,160,000 "State" shall mean the State of Minnesota. 8 -15 -01 1,140,000 Storm Water Revenue (the Storm Water Revenue Bonds) 2 -1 -2017 1,140,000 "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 Total $6,005,000 Undertaking, there is no State Depository in Minnesota. SECTION 3. Provision of Annual Reports Annual Calendar Year Debt Service Including These Issues A. Beginning in connection with the Fiscal Year ending on December 31, 2001, the G.O. Debt Supported Issuer shall, or shall cause the Dissemination Agent to, as soon as possible, but in any event not G.O. Debt Supported Primarily by later than December 31, 2002, and by December 31 of each year thereafter, provide to each by Taxes Principal Special Assessments Principal Repository an Annual Report which is consistent with the requirements of Section 4 of this Year Principal & Interest Principal & Interest Disclosure Undertaking. 2001 (at 7 -2) (Paid) $ 67,858.00 (Paid) $ 429,818.75 B. If the Issuer is unable to provide to the Repositories an Annual Report by the date 2002 $ 245,000 374,824.75 $ 2,965,000 3,810,431.01 required in subsection (a), the Issuer shall send a notice of such delay and estimated date of 2003 120,000 240,718.50 2,925,000 3,641,810.00 delivery to each Repository or to the MSRB and to the State Depository, if any. 2004 125,000 239,091.00 2,915,000 3,501,231.25 2005 130,000 237,047.25 2,720,000 3,179,713.75 SECTION 4. Content and Format of Annual Reports The Issuer's Annual Report shall 2006 140,000 239,446.00 2,325,000 2,670,428.75 contain or incorporate by reference the financial information and operating data pertaining to the 2007 2008 145,000 236,318.50 155,000 237,651.00 1,625,000 1,480,000 1,879,977.50 1,664,092.50 Issuer listed below as of the end of the preceding Fiscal Year. The Annual Report may be 2009 165,000 238,271.00 1,480,000 1,595,577.50 submitted to each Repository as a single document or as separate documents comprising a 2010 175,000 238,163.50 900,000 959,885.00 package, and may cross - reference other information as provided in this Disclosure Undertaking. 2011 185,000 237,313.50 660,000 682,866.25 2012 190,000 231,050.50 150,000 153,450.00 The following financial information and operating data shall be supplied: 2013 205,000 234,095.00 2014 120,000 139,280.00 A. An update of the operating and financial data of the type of information contained 2015 130,000 141,935.00 in the Official Statement under the caption CITY PROPERTY VALUES; "CITY 2016 135,000 139,050.00 INDEBTEDNESS ", and "CITY TAX RATES, LEVIES AND COLLECTIONS ". Total $2,365,000(b) $3,472,113.50 $20,145,000(c) $24,169,282.26 B. Audited Financial Statements of the Issuer. The Audited Financial Statements of �a) Includes the Improvement Bonds at an assumed average annual interest rate of 4.40%. 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 �b> 67.0% of this debt will be retired within ten years. date for filing the Annual Report with the appropriate Repositories as set forth in Section 3.A (c) 99.3% of this debt will be retired within ten years. 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 -14- II -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 $1,140,000 General Obligation Storm Water Revenue Bonds, Series 2001B (the 'Bonds "). The Bonds are being issued pursuant to a Resolution adopted on August 7, 2001 by the City Council of the City of Rosemount (the 'Resolution "). Pursuant to the Resolution and this Undertaking, the Issuer covenants and agrees as follows: SECTION 1. Purpose of the Disclosure Undertaking This Disclosure Undertaking is being executed and delivered by the Issuer for the benefit of the Owners of the Bonds and in order to assist the Participating Underwriters in complying with SEC Rule 15c2- 12(b)(5). SECTION 2. Definitions In addition to the definitions set forth in the Resolution, which apply to any capitalized term used in this Disclosure Undertaking unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Annual Report" shall mean any annual financial information provided by the Issuer pursuant to, and as 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 475.51, 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. "Official Statement" shall be the Official Statement dated prepared in connection with the Bonds. 2001, "Owners" shall mean the registered holders and, if not the same, the beneficial owners of any Bond. Annual Calendar Year Debt Service Including These Issues (continued) Total $7,985,000(°) $11,649,156.94 $6,005,000( $ 8,059,401.57 (a) Includes the Port Authority Bonds at an assumed average annual interest rate of 5.05 %. (b) Includes the Storm Water Revenue Bonds at an assumed average annual interest rate of 4.80 %. (c) 67.5% of this debt will be retired within 10 years. (d) 75.9 % of this debt will be retired within 10 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. 11 -6 -15- G.O. Debt Supported G.O. Port Authority Debt by Revenues Principal Principal Year Principal & Interest Principal & Interest 2001 (at 7 -2) (Paid) $ 201,538.55 (Paid) $ 148,711.47 2002 $ 330,000 749,357.36 $ 535,000 820,580.10 2003 410,000 796,532.54 615,000 874,570.00 2004 500,000 846,991.30 670,000 897,977.50 2005 530,000 853,091.30 615,000 811,060.00 2006 545,000 842,665.05 385,000 556,222.50 2007 580,000 850,479.42 405,000 556,470.00 2008 610,000 851,131.29 430,000 560,228.75 2009 640,000 849,662.54 285,000 397,245.00 2010 605,000 783,295.66 300,000 397,836.25 2011 640,000 786,885.65 320,000 402,296.25 2012 280,000 403,878.14 335,000 400,601.25 2013 290,000 400,177.51 250,000 300,733.75 2014 260,000 356,846.88 265,000 302,702.50 2015 270,000 353,800.00 280,000 303,638.75 2016 285,000 354,881.25 210,000 220,850.00 2017 305,000 359,907.50 105,000 107,677.50 2018 315,000 354,018.75 2019 135,000 162,397.50 2020 145,000 165,081.25 2021 150,000 162,337.50 2022 160,000 164,200.00 Total $7,985,000(°) $11,649,156.94 $6,005,000( $ 8,059,401.57 (a) Includes the Port Authority Bonds at an assumed average annual interest rate of 5.05 %. (b) Includes the Storm Water Revenue Bonds at an assumed average annual interest rate of 4.80 %. (c) 67.5% of this debt will be retired within 10 years. (d) 75.9 % of this debt will be retired within 10 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. 11 -6 -15- Summary of Direct Debt Including These Issues Debt service funds are as of July 11, 2001 and include money to pay both principal and interest Indirect General Obligation Debt Taxinq Unit Dakota County ISD 196 (Rosemount - Apple Valley- Eagan) ISD 199 (Inver Grove -Pine Bend) ISD 200 (Hastings) Metropolitan Council Metropolitan Transit Dist Total (a) Only those units with debt outstanding are shown here. (b) Excludes debt supported by revenues and tax and aid anticipation debt. $19,606,701 (c) Includes jail facility revenue bonds issued by the Dakota County HRA and payable solely from lease payments made by the County to the HRA pursuant to a Lease Agreement. The lease payments are absolute and unconditional and are unlimited tax obligations of the County. ( Includes $21,210,000 of annual appropriation lease revenue debt. (e) 1999 taxable net tax capacity, 2000 values are not yet available. (f) 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 2000 Indicated Market Value ($933,265,380) 1.34% 3.44% Per Capita (15,500 - 2001 City Estimate) $804 $2,069 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 $ 2,365,000 $ (398,206) $1,966,794 G.O. Debt Supported by Special 4.1% $ 3,062,085 127,582,372 Assessments 20,145,000 (16,039,850) 4,105,150 G.O. Port Authority Debt 7,985,000 (1,594,935) 6,390,065 G.O. Debt Supported by Revenues 6,005,000 (1,042,578) 4,962,422 Debt service funds are as of July 11, 2001 and include money to pay both principal and interest Indirect General Obligation Debt Taxinq Unit Dakota County ISD 196 (Rosemount - Apple Valley- Eagan) ISD 199 (Inver Grove -Pine Bend) ISD 200 (Hastings) Metropolitan Council Metropolitan Transit Dist Total (a) Only those units with debt outstanding are shown here. (b) Excludes debt supported by revenues and tax and aid anticipation debt. $19,606,701 (c) Includes jail facility revenue bonds issued by the Dakota County HRA and payable solely from lease payments made by the County to the HRA pursuant to a Lease Agreement. The lease payments are absolute and unconditional and are unlimited tax obligations of the County. ( Includes $21,210,000 of annual appropriation lease revenue debt. (e) 1999 taxable net tax capacity, 2000 values are not yet available. (f) 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 2000 Indicated Market Value ($933,265,380) 1.34% 3.44% Per Capita (15,500 - 2001 City Estimate) $804 $2,069 Excludes general obligation debt supported by revenues, state -aid street bonds and lease - purchase agreements. EXHIBIT A Bloomberg Municipal Repository 100 Business Park Drive Skillman, NJ 08558 Phone: 609 - 279 -3225 Fax: 609- 279 -5962 Email: Munis @Bloombem.com DPC Data Inc. One Executive Drive Fort Lee, NJ 07024 Phone: 201- 346 -0701 Fax: 201- 947 -0107 Email: nrmsir @dpcdata.com FT Interactive Data Attn: NRMSIR 100 Williams Street New York, NY 10038 Phone: 212- 771 -6899 Fax: 212 - 771 -7390 Email: NRMSIR @interactive.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 -16- II -5 Debt Applicable to 2000 Taxable G.O. Debt Tax Capacity in City Net Tax Capacity As of 7- 2 -01 Percent Amount $ 341,069,980 $ 74,685,000(c) 4.1% $ 3,062,085 127,582,372 152,266,242( 9.6 14,617,559 21,922,679 11,727,036 8.2 961,617 20,840,791 44,940,000 0.2 89,880 2,244,229,627(e) 26,880,000(f) 0.6 161,280 1,988,859,543(e) 102,040,000 0.7 714,280 EXHIBIT A Bloomberg Municipal Repository 100 Business Park Drive Skillman, NJ 08558 Phone: 609 - 279 -3225 Fax: 609- 279 -5962 Email: Munis @Bloombem.com DPC Data Inc. One Executive Drive Fort Lee, NJ 07024 Phone: 201- 346 -0701 Fax: 201- 947 -0107 Email: nrmsir @dpcdata.com FT Interactive Data Attn: NRMSIR 100 Williams Street New York, NY 10038 Phone: 212- 771 -6899 Fax: 212 - 771 -7390 Email: NRMSIR @interactive.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 -16- II -5 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. SECTION 9. Additional Information Nothing in this Disclosure Undertaking shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Undertaking or any other means of communication, or including any other information in any Annual Report or notice of an Occurrence, in addition to that which is required by this Disclosure Undertaking. If the Issuer chooses to include any information in any Annual Report or notice of an Occurrence in addition to that which is specifically required by this Disclosure Undertaking, the Issuer shall have no obligation under this Disclosure Undertaking to update such information or include it in any future Annual Report or notice of an Occurrence. SECTION 10. Default In the event of a failure of the Issuer to provide information required by this Disclosure Undertaking, any Owner may take such actions as may be necessary and 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. SECTION 11. Beneficiaries This Disclosure Undertaking shall inure solely to the benefit of the Issuer, the Participating Underwriters and Owners from time to time of the Bonds, and shall create no rights in any other person or entity. SECTION 12. Reserved Rights The Issuer reserves the right to discontinue providing any information required under the Rule if a final determination should be made by a court of competent 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: 2001 CITY OF ROSEMOUNT By_ Its By_ Its fln CITY TAX RATES, LEVIES AND COLLECTIONS Tax Capacity Rates 2000/01 1996/97 1997/98 1998/99 1999/00 Total Debt OnIV Dakota County 25.721% 27.349% 28.322% 27.247% 25.320% -0- City of Rosemount(a) 35.627 40.428 41.710 39.335 36.553 6.782% ISD 196(b) 58.189 58.462 56.311 53.231 53.249 13.579 Special Districts(c) 4.995 5.797 6.702 6.455 6.378 0.982 Total 124.532% 132.036% 133.045% 126.268% 121.500% 21.343% (a) The City also has a 2000101 tax rate of 0.01808% spread on the market value of property in support of debt service on general obligation fire station bonds. (b) Independent School District 196 (Rosemount -Apple Valley- Eagan) also has a 2000101 tax rate of 0.10648% 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 County Technical College, Dakota County Light Rail and Dakota County HRA. NOTE. Taxes are determined by multiplying the net tax capacity by the tax capacity rate, expressed as a percentage (see Appendix lll). Tax Collections for the City Collected During Net Collection Year Amount Lew /Collect of Lew 2000/01 $4,717,883 1999/00 4,289,662 1998/99 4,110,723 1997/98 4,059,202 1996/97 3,667,484 Collected During Collected Collection Year As of 6 -30 -01 Amount Percent Amount Percent (In Process of Collection) $4,255,292 99.2% $4,282,957 99.8% 4,076,854 99.2 4,106,595 99.9 4,018,588 99.0 4,048,316 99.7 3,595,926 98.0 3,659,504 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. 17- FUNDS ON HAND As of July 11, 2001 Fund Cash and Investments SECTION 5. Reporting of Significant Events A. This Section 5 shall govern the giving of notices of the occurrence of any of the following events with respect to the Bonds, if material: City funds are invested in accordance with Minnesota Statutes, Section 118A and the City's investment policy which is more restrictive than State statutes. The City investment portfolio is managed in a manner to attain a market rate of return while preserving and protecting the capital of the overall portfolio. The Finance Director or the City Administrator is responsible for investing all funds, including making investment decisions on a daily basis and monitoring the portfolio. Pursuant to the City's investment policy the City is authorized to invest in the following: 1. Governmental Securities: Instruments such as bonds, notes, bills, mortgages and other securities which are direct obligations of the federal government or its agencies, with the principal fully guaranteed by the U.S. government or its agencies. The City will not invest in any mortgage or mortgage - related security unless a return of principal is completely guaranteed by a federal entity. 2. Certificate of Deposit. 3. Repurchase Agreement. 4. Reverse Repurchase Agreement. 5. Prime Commercial Paper. 6. Any security which is a general obligation of the State of Minnesota or any of its municipalities. 7. Bankers acceptances of United States banks eligible for purchase by the Federal Reserve System. Collateralization is required on two types of investments, certificates of deposit and repurchase agreements. In order to anticipate market changes and provide a level of security for all funds, the collateralization level is 110 percent of the market value of principal and accrued interest. principal and interest payment delinquency; non - payment related defaults; unscheduled draws on debt service reserves reflecting financial 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 modifications to rights of security holders; optional or unscheduled redemption of any Bonds; defeasances; (10) release, substitution or sale of property securing repayment of the Bonds; "Me (11) rating changes. B. Whenever an event listed in Section 5.A. above has occurred, the Issuer shall as soon as possible determine if such event would constitute 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. C. The Issuer agrees to provide or cause to be provided, in a timely manner, to each National Repository or the MSRB and to the State Depository, if any, notice of a failure by the Issuer to provide the Annual Reports described in Section 4. SECTION 6. Termination of Reporting Obligation The Issuer's obligations under this Disclosure Undertaking shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. SECTION 7. Dissemination Agent The Issuer may, from time to time, appoint or 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. SECTION 8. Amendment. Waiver Notwithstanding any other provision of this Disclosure Undertaking, the Issuer may amend this Disclosure Undertaking, and any provision of this Disclosure Undertaking may be waived, if (a) a change in law or change in the ordinary -18- II -3 (1) General $ 3,030,690.18 Special Revenue 2,245,045.75 (2) Port Authority 325,874.58 Debt Service: (3) Tax Supported 398,205.84 difficulties; Assessment Supported 16,039,850.44 Port Authority Supported 1,594,935.39 (4) General Obligation Revenue Supported 1,042,577.65 Construction 7,690,397.91 ( 5 ) Water, Sewer and Storm Water 7,721,113.28 Arena 112,472.48 (6) Total $40,201,163.50 security; (7) (8) CITY INVESTMENTS (9) City funds are invested in accordance with Minnesota Statutes, Section 118A and the City's investment policy which is more restrictive than State statutes. The City investment portfolio is managed in a manner to attain a market rate of return while preserving and protecting the capital of the overall portfolio. The Finance Director or the City Administrator is responsible for investing all funds, including making investment decisions on a daily basis and monitoring the portfolio. Pursuant to the City's investment policy the City is authorized to invest in the following: 1. Governmental Securities: Instruments such as bonds, notes, bills, mortgages and other securities which are direct obligations of the federal government or its agencies, with the principal fully guaranteed by the U.S. government or its agencies. The City will not invest in any mortgage or mortgage - related security unless a return of principal is completely guaranteed by a federal entity. 2. Certificate of Deposit. 3. Repurchase Agreement. 4. Reverse Repurchase Agreement. 5. Prime Commercial Paper. 6. Any security which is a general obligation of the State of Minnesota or any of its municipalities. 7. Bankers acceptances of United States banks eligible for purchase by the Federal Reserve System. Collateralization is required on two types of investments, certificates of deposit and repurchase agreements. In order to anticipate market changes and provide a level of security for all funds, the collateralization level is 110 percent of the market value of principal and accrued interest. principal and interest payment delinquency; non - payment related defaults; unscheduled draws on debt service reserves reflecting financial 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 modifications to rights of security holders; optional or unscheduled redemption of any Bonds; defeasances; (10) release, substitution or sale of property securing repayment of the Bonds; "Me (11) rating changes. B. Whenever an event listed in Section 5.A. above has occurred, the Issuer shall as soon as possible determine if such event would constitute 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. C. The Issuer agrees to provide or cause to be provided, in a timely manner, to each National Repository or the MSRB and to the State Depository, if any, notice of a failure by the Issuer to provide the Annual Reports described in Section 4. SECTION 6. Termination of Reporting Obligation The Issuer's obligations under this Disclosure Undertaking shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. SECTION 7. Dissemination Agent The Issuer may, from time to time, appoint or 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. SECTION 8. Amendment. Waiver Notwithstanding any other provision of this Disclosure Undertaking, the Issuer may amend this Disclosure Undertaking, and any provision of this Disclosure Undertaking may be waived, if (a) a change in law or change in the ordinary -18- II -3 "Repository" shall mean each National Repository and each State Depository. "Resolution" shall mean the resolution or resolutions adopted by the Governing Body of the Issuer providing for, and authorizing the issuance of, the Bonds. "Rule" shall mean Rule 15c2- 12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time or interpreted by the Securities and Exchange Commission. "State" shall mean the State of Minnesota. "State Depository" shall mean any public or private repository or entity designated by the State as a state depository for the purpose of the Rule. As of the date of this Disclosure Undertaking, there is no State Depository in Minnesota. SECTION 3. Provision of Annual Reports A. Beginning in connection with the Fiscal Year ending on December 31, 2001, the Issuer shall, or shall cause the Dissemination Agent to, as soon as available, but in any event not later than December 31, 2002, and by December 31 of each year thereafter, provide to each Repository an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Undertaking. B. If the Issuer is unable to provide to the Repositories an Annual Report by the date required in subsection A, the Issuer shall send a notice of such delay and estimated date of delivery to each Repository or to the MSRB and to the State Depository, if any. SECTION 4. Content and Format of Annual Reports The Issuer's Annual Report shall contain or incorporate by reference the financial information and operating data pertaining to the Issuer listed below as of the end of the preceding Fiscal Year. The Annual Report may be submitted to each Repository as a single document or as separate documents comprising a package, and may cross - reference other information as provided in this Disclosure Undertaking. The following financial information and operating data shall be supplied: A. an update of the type of information contained in the Official Statement under the caption CITY PROPERTY VALUES; CITY INDEBTEDNESS; and CITY TAX RATES, LEVIES AND COLLECTIONS; B. Audited Financial Statements of the Issuer. The Audited Financial Statements of the Issuer may be submitted to each Repository separately from the balance of the 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. 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 July 11, 2001 the City had a total of $35,368,445 invested funds as follows: Type of Security Length of Investment Amount Invested as of 7 -11 -01 Certificates of Deposit Less than 12 months Certificates of Deposit One to Ten years U.S. Treasury Notes 12 months or less Government Asset Backed Securities Ten years or less Mortgage Backed Securities Over Ten years Total $26,104,901 3,864,520 982,656 3,931,851 484,517 $35,368,445 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 15,500. 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. 11 -2 _19- APPENDIX II 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 Utilicorp United Inc. (People's Natural Gas) Continental Nitrogen & Resources Corp. Product/Service Education Crude Oil Education Education Manufacturing of Metal Parts Multiwall Bags Aluminum Alloys Plumbing and Heating Weatherstripping Livestock Feed Government Government Plastics Manufacturing Industrial Refuse Containers Warehousing /Freight Terminal Natural Gas Chemicals (a) Represents total employment, not just within the City of Rosemount. (b) Excludes over 140 part-time and seasonal employees. Approximate Number of Employees 3,704(a) 850 775 360 350 150 110 90 80 80 64(b) 60 50 50 46 40 40 Source: Minnesota Manufacturers Register, 2001 edition and survey of individual employers. Labor Force Data Dakota County Minneapolis /St. Paul MSA Minnesota Mav 2001 Civilian Unemployment Labor Force Rate 221,275 2.4% 1,764,338 2.9 2,834,643 3.4 Mav 2000 Civilian Unemployment Labor Force Rate 212,848 1.9% 1,693,473 2.3 2,714,114 2.8 Source: Minnesota Department of Economic Security. 2001 data are preliminary. Building Permits Issued by the City Includes $17, 000, 000 for Koch Refining. -20- New Sinole Familv Homes Number Value Total Permits $28,112,309 Number Value 2001 (to 6 -30) 439 $40,255,928 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 1991 512 19,939,006 Includes $17, 000, 000 for Koch Refining. -20- New Sinole Familv Homes Number Value 144 $28,112,309 285 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 23,046,277 200 18,087,341 CONTINUING DISCLOSURE UNDERTAKINGS 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 $1,325,000 General Obligation Improvement Bonds, Series 2001A (the "Bonds "). The Bonds are being issued pursuant to a Resolution adopted August 7, 2001 (the "Resolution "). Pursuant to the Resolution and this Undertaking, the Issuer covenants and agrees as follows: SECTION 1. Purpose of the Disclosure Undertaking This Disclosure Undertaking is being executed and delivered by the Issuer for the benefit of the Owners and in order to assist the Participating Underwriters in complying with SEC Rule 15c2- 12(b)(5). SECTION 2. Definitions In addition to the definitions set forth in the Resolution, which apply to any capitalized term used in this Disclosure Undertaking unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Annual Report" shall mean any annual financial information provided by the Issuer pursuant to, and as 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 2001, prepared in connection with the Bonds. "Owners" shall mean the registered holders and, if not the same, the beneficial owners of any Bonds. "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. II -1 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. (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 , 2001. Professional Association Recent and Proposed Development Last year the City sold two parcels of land within the Business Park. On one parcel, an 80,000 square foot facility was built to house a specialty printing company. On the other parcel, a 71,000 square foot facility is under construction that will house a quality custom cabinet/millwork business. The Port Authority has signed agreements for two more light industrial developments. One is a $1 million, 20,000 square foot office /warehouse for a medical supply company. The other is a $1 million, 23,000 square foot building for a manufacturer of computer - guided product handling machines for the food and drug industries. During the period from 1995 through 2000, an average of over $30 million in new construction value has been added per year. During this same period, the City added over 1,100 single - family homes to its housing stock (an average of 175 homes per year). Additional recent and proposed commercial and industrial development occurring in the City includes the following: The City has completed streets and utilities for a new 25 -acre commercial area that will allow for 220,000 square feet of development. The most recent additions to that development are underway: 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 (just completed), with an additional 32,000 square feet of retail /restaurant buildings that will 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 would be a streetscape project that includes street, sidewalk and street light improvements. This project is now in the second of three phases. Some of the larger housing projects currently being developed or recently completed are as follows: Units Units Built as Development/Developer Housin Approved of 7 -1 -01 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 Rosemount Commons/ Heritage Development Co. Shannon Pond South /Allen Homes Stonebridge 3` Addition /Carlson Brothers Oakridge Estates /M.W. Construction Evermoor /Contractor Property Developers Company Single Family 73 72 Single Family/Twin Home 104 80 Single Family 145 133 Townhomes 98 94 Single Family/Townhome 264 83 Single Family 29 28 Townhomes 121 121 Single Family 47 37 Single Family 8 4 Single Family 10 8 Single Family/Townhome 316 62 1 -6 -21 - Financial Institutions The First State Bank of Rosemount and Rosemount National Bank are located in the City. As of March 31, 2001, the two banks reported combined deposits of $80,727,000. 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 2000/01 school year was approximately 27,717 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 BRIGGS AND MORGAN PROFESSIONAL ASSOCIATION $2,045,000 GENERAL OBLIGATION PUBLIC FACILITIES BONDS, SERIES 2001C 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 $2,045,000 General Obligation Public Facilities Bonds, Series 2001C, bearing a date of original issue of August 15, 2001 (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. 2200 FIRST NATIONAL BANK BUILDING 332 MINNESOTA STREET SAINT PAUL, MINNESOTA 55101 TELEPHONE (651) 223 -6600 FACSIMILE (651) 223 -6450 WRITER'S DIRECT DIAL WRITER'S E -MAIL 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. Cathy E. Busho Ena Cisewski John Edwards Sheila Klassen Mary Riley Mayor Council Member Council Member Council Member Council Member Expiration of Term December 31, 2002 December 31, 2002 December 31, 2002 December 31, 2004 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. 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 -22- 1 -5 (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, the pledge of taxes and net revenues of the water system 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 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 , 2001. Professional Association Services Police protection for the City is provided by 15 full -time officers, and four other police personnel. Fire protection is provided by 31 trained volunteers. The City has a class 5 insurance rating. The City completed an expansion of its public works facility in 1999. The expansion was funded by a 20 -year internally funded lease- purchase agreement, effective January 20, 1999, in the amount of $548,000. Municipal water, sanitary sewer and storm water services are provided to virtually all of the developed areas of the City. The municipal water service is provided by four wells with two water towers having a total storage capacity of 1,500,000 gallons. The maximum pumping capacity is 6,000,000 gallons per day with an average demand of 1,470,000 gallons pumped daily. In September 2000, the City issued $1,160,000 General Obligation Water Revenue Bonds, Series 2000A. The new water tower constructed with proceeds of the Series 2000A Bonds added 500,000 gallons of storage capacity to the system. It is the City's policy to finance all of its lateral sanitary sewer and water improvements by special assessments filed against benefited property; however, there is a provision for deferred assessments, in which case it may be necessary to provide some tax support. Core facilities are intended to be financed from water and sewer connection charges, but these too may require some tax support in the event sufficient connections do not occur in a timely manner. To date, tax support has not been necessary. The City finances the construction and long -term maintenance of its storm water core facilities through the operation of a storm water utility. Each property in the City pays a quarterly "stormwater user fee" and an initial connection charge to support the program. Interceptor sewer lines and wastewater treatment plants in the seven - county metropolitan area, of which the City is a part, are under the jurisdiction of the Metropolitan Council Environmental Services ( "MCES "). MCES finances its operations through user charges based on usage. The City is responsible for the construction and maintenance of sewer laterals. Employee Pensions All full -time and certain part -time employees of the City of Rosemount are covered by defined benefit pension plans administered by the Public Employees Retirement Association of Minnesota (PERA). PERA administers the Public Employees Retirement Fund (PERF) and the Public Employees Police and Fire Fund (PEPFF) which are cost - sharing multiple - employer public employees retirement plans. PERF members belong to either the Coordinated Plan or the Basic Plan. Coordinated members are covered by Social Security and Basic members are not. All employees of the City covered by PERA belong to the Coordinated Plan. All police officers, fire fighters and peace officers who qualify for membership by statute are covered by the PEPFF. For the year ended December 31, 2000, the City's contribution to PERA was $192,809. 1 -4 -23- Current General Fund Budget General Fund Revenues: 2000 Adopted Budget 2000 2001 Actual Adopted Budget General Property Taxes $2,710,383 $2,916,269 $2,974,608 Licenses and Permits 390,700 588,304 461,700 Intergovernmental 1,377,335 1,457,390 1,385,292 Charges for Services 410,300 713,892 456,100 Fines and Forfeits 100,000 72,067 100,000 Recreation Fees 195,900 224,033 201,600 Miscellaneous Revenues 70,200 240,653 80,400 Transfers In 3,500 3,500 3,500 Total General Fund Revenues $5,258,318 $6,216,108 $5,663,200 General Fund Expenditures: General Government $1,292,518 $1,202,164 $1,433,700 Police 1,366,300 1,409,117 1,495,400 Fire 192,400 171,476 192,400 Public Works 1,713,100 1,887,570 1,801,400 Parks and Recreation 694,000 691,126 740,300 Transfer Out 0 192,000 0 Total General Fund Expenditures $5,258,318 $5,553,453 $5,663,200 THE PORT AUTHORITY 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. 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 WRITER'S DIRECT DIAL WRITER'S E -MAIL $1,140,000 GENERAL OBLIGATION STORM WATER REVENUE BONDS, SERIES 2001B 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, 140,000 General Obligation Storm Water Revenue Bonds, Series 2001B, bearing a date of original issue of August 15, 2001 (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. -24- 1 -3 (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, 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 , 2001. The current Port Authority Commissioners are listed below: Expiration of Term John Edwards* Chair December 31, 2002 Cami Zimmer Vice Chair January 31, 2005 Michael Baxter Treasurer January 31, 2002 Cathy Busho* Commissioner December 31, 2002 Ena Cisewski* Commissioner December 31, 2002 Sheila Klassen* Commissioner December 31, 2004 Mary Riley* Commissioner 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. (The Balance of This Page Has Been Intentionally Left Blank) Professional Association 1 -2 -25- APPENDIX I PROPOSED FORMS OF LEGAL OPINION 2200 FIRST NATIONAL BANK BUILDING 332 MINNESOTA STREET SAINT PAUL, :MINNESOTA 55101 TELEPHONE (651) 223 -6600 B R I G G S AND M O R CAN FACSIMILE (651) 223 -6450 PROFESSIONAL ASSOCIATION WRITER'S DIRECT DIAL WRITER'S E -MAIL $1,325,000 GENERAL OBLIGATION IMPROVEMENT BONDS, (This page was left blank intentionally.) SERIES 2001 A 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 $1,325,000 General Obligation Improvement Bonds, Series 2001A, bearing a date of original issue of August 15, 2001 (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. 1 -1