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HomeMy WebLinkAbout8.a. Accept Bids and Award Sale for G.O. Water Revenue Bonds, Series 2000ACITY OF ROSEMOUNT ` EXECUTIVE SUMMARY FOR ACTION CITY COUNCIL MEETING DATE: August 15, 2000 AGENDA ITEM: Accept Bids and Award Sale - G.O. Water Revenue Bonds, Series 2000A AGENDA SECTION: Old Business PREPARED BY: Jeff May, Finance Director AGENDA 41 A ATTACHMENTS: Resolution and Official Statement APPROVED BY: At 11:00 A.M. Tuesday, August 15, 2000, sealed bids for G.O. Water Revenue Bonds, Series 2000A, will be opened and the results tabulated at the offices of Springsteds. A representative from Springsteds will be at the Council meeting that evening to give their recommendation for the issuance of these bonds and to answer any questions that you may have. Because the bid opening is not until earlier in the day Tuesday, you will receive information regarding the bids at the meeting that evening. RECOMMENDED ACTION: Motion to adopt a RESOLUTION ACCEPTING OFFER ON THE SALE OF $1,160,000 GENERAL OBLIGATION WATER REVENUE BONDS, SERIES 2000A AND PROVIDING FOR THEIR ISSUANCE. COUNCIL ACTION: a CITY OF ROSEMOUNT DAKOTA COUNTY, MINNESOTA RESOLUTION 2000 - RESOLUTION ACCEPTING OFFER ON SALE OF $1,160,000 GENERAL OBLIGATION WATER REVENUE BONDS, SERIES 2000A AND PROVIDING FOR THEIR ISSUANCE WHEREAS, the City Council of the City of Rosemount, Minnesota (the "City ") has heretofore determined that it is necessary-and expedient to issue $1,160,000 General Obligation Water Revenue Bonds, Series 2000A of the City, pursuant to Minnesota Statutes, Chapters 444 and 475 to finance improvements to the water utility system improvements (the "Project ") ; WHEREAS, offers to purchase the Bonds were solicited on behalf of the City by Springsted Incorporated; and WHEREAS, it is in the best interests of the City that the Bonds be issued in book -entry form as hereinafter provided and WHEREAS, the following offers were received, opened and recorded at the offices of Springsted Incorporated at 11:00 A.M., this same day: Bidder Interest Rate Net Interest Cost NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Rosemount, Minnesota, as follows: 1. Acceptance of Offer The offer of (the "Purchaser ") to purchase $1,160,000 General Obligation Water Revenue Bonds, Series 2000A of the City (hereinafter referred to as the "Bonds" or individually as a "Bond "), in accordance with the Terms of Proposal at the rates of interest hereinafter set forth, and to pay therefor sum of $ A plus interest accrued to settlement, is hereby found, determined and declared to be the most favorable offer received and is hereby accepted and the Bonds are hereby awarded to said Purchaser. - The Finance Director is directed to retain the deposit of said purchaser and to forthwith return to the other making offers their good faith checks or drafts. 1196095.1 RESOLUTION 2000 - 2. Terms of Bonds. (a) Title; Original Issue Date; Denominations: Maturities; Term Bond Option The Bonds shall be titled "General Obligation Water_ Revenue Bonds, Series 2000A", shall be dated September 1, 2000, as the date of original issue and shall be issued forthwith on or after such date as fully registered bonds. The Bonds shall be numbered from R -1 upward in the denomination of $5,000 each or in any integral multiple thereof of a single maturity. The Bonds shall mature, without right of prior redemption, on February 1 in the years and amounts as follows: Year Amount Year Amount 2002 $30,000 2010 $80,000 2003 55,000 2011 85,000 2004 60,000 2012 90,000 2005 65,000 2013 95,000 2006 65,000 2014 100,000 2007 70,000 2015 105,000 2008 75,000 2016 110,000 2009 75,000 As may be requested by the Purchaser, one or more term Bonds may be issued having mandatory sinking fund redemption and final maturity amounts conforming to the foregoing principal repayment schedule, and corresponding additions may be made -.to the provisions of the applicable Bond(s). (b) Book Entry Only System The Depository Trust Company, a limited purpose trust company organized under the laws of the State of New York or any of its successors or successors to its functions hereunder (the "Depository ") will act as securities depository for the Bonds, and to this end: (i) The Bonds shall be initially issued and, so long as they remain in book entry form only (the "Book Entry Only Period ") , shall at all times be in the form of a separate single fully registered Bond for each maturity of the Bonds; and for purposes of complying with this requirement under paragraphs 5 (with respect to redemption) and 10 (with respect to registration, transfer and exchange) Authorized Denominations for_any Bond shall be deemed to be limited during the Book Entry Only Period to the outstanding principal amount of that Bond. (ii) Upon initial issuance, ownership of the Bonds shall be registered in a bond register maintained by Firstar Bank, N.A. in St. Paul, Minnesota (the "Bond Registrar ") in the name of CEDE & 1196095.1 2 RESOLUTION 2000 - CO., as the nominee (it or any nominee of the existing or a successor Depository, the "Nominee ") . (iii) With respect to the Bonds neither the City nor the Bond Registrar shall have any responsibility or obligation to any broker, dealer, bank, or any other financial institution for which the Depository holds Bonds as securities depository (the "Participant ") or the person for which a Participant holds an interest in the Bonds shown on the books and records of the Participant (the "Beneficial Owner ") . Without limiting the immediately preceding sentence, neither the City, nor the Bond Registrar, shall have any such responsibility or obligation respect to (A) the accuracy of the records of the Depository, the Nominee or any Participant with respect to any ownership interest in the Bonds, or (B) the delivery to any Participant, any Owner or any other person, other than the Depository, of any notice with respect to the Bonds, including any notice of redemption, or (C) the payment to any Participant, any Beneficial Owner or any other person, other than the Depository, of any amount with respect to the principal of or premium, if any, or interest on the Bonds, or (D) the consent given or other action taken by the Depository as the Register Holder of any Bonds (the "Holder ") . For purposes of securing the vote or consent of any Holder under this Resolution, the City may, however, rely upon an omnibus proxy under which the Depository assigns its consenting or voting rights to certain Participants to whose accounts the Bonds are credited on the record date identified in a listing attached to the omnibus proxy. (iv) The City and the Bond Registrar may treat as`and deem the Depository to be the absolute owner of the Bonds for the purpose of payment of the principal of and premium, if any, and interest on the Bonds, for the purpose of giving notices of redemption and other matters with respect to the Bonds, for the purpose of obtaining any consent or other action to be taken by Holders for the purpose of registering transfers with respect to such Bonds, and for all purpose whatsoever. The Bond Registrar, as paying agent hereunder, shall pay all principal of and premium, if any, and interest on the Bonds only to or,upon the Holder of the Holders of the Bonds as shown on the register, and all such payments shall be valid and effective to fully satisfy and discharge the City's obligations with respect to the principal of and premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. (v) Upon delivery by the Depository to the Bond Registrar of written notice to the effect that the Depository has determined to substitute a new Nominee in place of the existing Nominee, and subject to the transfer provisions in paragraph 10 hereof (with 1196095.1 3 RESOLUTION 2000 - respect to registration, transfer and exchange), references to the Nominee hereunder shall refer to such new Nominee. (vi) So long as any Bond is registered in the name of a Nominee, all payments with respect to the principal of and premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, by the Bond Registrar or City, as the case may be, to the Depository as provided in the Letter of Representations, to the Depository required by the Depository as a condition to its acting as book entry Depository for the Bonds (said Letter of Representations, together with any replacement thereof or amendment or substitute thereto, including any standard procedures or policies referenced therein or applicable thereto respecting the procedures and other matters relating to the Depository's role as book- entry Depository for the Bonds, collectively hereinafter referred to as the "Letter of Representations "). (vii) All transfers of beneficial ownership interests in each Bond issued in book -entry form shall be limited in principal amount to Authorized Denominations and shall be effected by procedures by the Depository with the Participants for recording and transferring the ownership of beneficial interests in such Bonds. (viii) In connection with any notice or other communication to be provided to the Holders pursuant to this Resolution by the City or Bond Registrar with respect to any consent -or other action to be taken by Holders, the Depository shall consider the date of receipt of notice requesting such consent or other action as the record date for such consent or other action; provided, that the City or the Bond Registrar may establish a special record date for such consent or other action. The City or the Bond Registrar shall, to the extent possible, give the Depository notice of such special record date not less than 15 calendar days in advance of such special record date to the extent possible. (ix) Any successor Bond Registrar in its written acceptance of its duties under, this Resolution and any paying agency registrar agreement, shall agree to take any actions necessary from time to time to comply with the requirements of the Letter of Representations. (x) In the case of a partial prepayment of a Bond, the Holder may, in lieu of surrendering the Bonds for a Bond of a lesser denomination as provided in paragraph 5 hereof (with respect to redemption), make a notation of the reduction in principal amount on the panel provided on the Bond stating the amount so redeemed. 1196095.1 4 RESOLUTION 2000 - (c) Termination of Book -Entry Only System Discontinuance of a particular Depository's services and termination of the book entry only system may be effected as follows: (i) The Depository may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the City and discharging its responsibilities with respect thereto under applicable law. The City may terminate the services of the Depository with respect to the Bond if it determines that the Depository is no longer able to carry out its functions as securities depository or the continuation of the system of book -entry transfers through the Depository is not in the best interests of the City or the Beneficial Owners. (ii) Upon termination of the services of the Depository as provided in the preceding paragraph, and if no substitute securities depository is willing to undertake the functions of the Depository hereunder can be found which, in the opinion of the City, is willing and able to assume such functions upon reasonable or customary terms, or if the City determines that it is in the best interests of the City or the Beneficial Owners of the Bond that the Beneficial Owners be able to obtain certificates for the Bonds, the Bonds shall no longer be registered as being registered in the bond register in the name of the Nominee, but may be registered in whatever name or names the Holder of the Bonds shall designate at that time, in accordance with paragraph 10 hereof (with respect to registration, transfer and exchange). To the extent that the Beneficial Owners are designated as the transferee by the Holders, in accordance with paragraph 10 hereof (with respect to registration, transfer and exchange), the Bonds will be delivered to the Beneficial Owners. (iii) Nothing in this subparagraph (c) shall limit or restrict the provisions of paragraph 10 hereof (with respect to registration, transfer and exchange). (d) Letter of Representations The provisions, in the Letter of Representations are incorporated herein by referenced and made a part of the resolution, and if and to the extent any such provisions are inconsistent with the other provisions of this resolution, the provisions in the Letter of Representations shall control. 3. Purpose The Bonds shall provide funds to finance water system improvements (the "Project ") . The total cost of the Project, which shall include all costs enumerated in Minnesota Statutes, Section 475.65, is estimated to be at least equal to 1196095.1 5 RESOLUTION 2000 - the amount of the Bonds. Work on the Project shall proceed with due diligence to completion. 4_ Interest The Bonds shall bear interest payable semiannually on February 1 and August 1 of each year commencing August 1, 2001, calculated on the basis of a 360 -day year of twelve 30 -day months, at the respective rates per annum set forth opposite the maturity years as follows: Maturity Interest Maturity - Interest Year Rate Year Rate 2002 % 2010 2003 2011 2004 2012 2005 2013 2006 2014 2007 2015 2008 2016 2009 5. Redemption All Bonds maturing in the years 2010 through 2016, both inclusive, shall be subject to redemption and prepayment at the option of the City on February 1, 2009, and on any date thereafter at a price of par plus accrued interest. Redemption may in whole or in part of the Bonds subject to prepayment. If redemption is in part, the City shall determine the maturities and principal amounts within each maturity to be prepaid; and if only part of the Bonds having a common maturity date are called for prepayment, the specific Bonds to be prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions thereof called for redemption shall be due and payable on the redemption date, and interest thereon shall cease to accrue from and after the redemption date. Mailed notice of redemption shall be given to the paying agent and to each affected registered holder of the Bonds. To effect a partial redemption.of Bonds having a common maturity date, the Bond Registrar prior to giving notice of redemption` shall assign to each Bond having a common maturity date a distinctive number for each $5,000 of the principal amount of such Bond. The Bond Registrar shall then select by lot, using such method of selection as it shall deem proper in_its discretion, from the numbers so assigned to such Bonds, as many numbers as, at $5,000 for each number, shall equal the principal amount of such Bonds to be redeemed. The Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected; provided, however, that only so much of the principal amount of each such Bond of a denomination of more than $5,000 shall be 1196095.1 6 RESOLUTION 2000 - redeemed as shall equal $5,000 for each number assigned to it and so selected. If a Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar (with, if the City or Bond Registrar so requires, a written instrument of _transfer in form satisfactory to the City and Bond Registrar duly executed by the holder thereof or his, her or its attorney duly authorized in writing) and the City shall execute (if necessary) and the Bond Registrar shall authenticate and deliver to the Holder of such Bond, without service charge, a new Bond or Bonds of the same series having the same stated maturity and interest rate and of any authorized denomination or denominations, as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered 6. Bond Registrar Firstar Bank, N.A., in St. Paul, Minnesota, is appointed to act as bond registrar and transfer agent with respect to the Bonds (the "Bond Registrar "), and shall do so unless and until a successor Bond Registrar is duly appointed, all pursuant to any contract the City and Bond Registrar shall execute which is consistent herewith. The Bond Registrar shall also serve as paying agent unless and until a successor paying agent is duly appointed. Principal and interest on the Bonds shall be paid to the registered holders (or record holder) of the Bonds in the manner set forth in the form of Bond and paragraph 12 of this resolution ( with respect to interest payment and record date). 7. Form of Bond The Bonds to be issued hereunder, together with the Bond Registrar's Certificate of Authentication, the form of Assignment and the registration information thereon, shall be in substantially the following form: 1196095.1 7 RESOLUTION 2000 - UNITED STATES OF AMERICA STATE OF MINNESOTA DAKOTA COUNTY CITY OF ROSEMOUNT R- $ GENERAL OBLIGATION WATER REVENUE BOND, SERIES 2000A INTEREST MATURITY DATE OF RATE DATE ORIGINAL ISSUE CUSIP September 1, 2000, REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: DOLLARS KNOW ALL PERSONS BY THESE PRESENTS that the City of Rosemount, Dakota County, Minnesota (the °Issuer "), certifies that it is indebted and for value received promises to pay to the registered owner specified above, or registered assigns, in the manner hereinafter set forth, the principal amount specified above, on the maturity date specified above, without option of prepayment, and to pay interest thereon semiannually on February land August l of each year (each, an "Interest Payment Date ") , commencing August 1, 2001, at the rate per annum specified above (calculated on the basis of a 360 -day year of twelve 30 -day months) until the principal sum is paid or has been provided for. This Bond will bear interest from the most recent Interest Payment Date to which interest has been paid or, if no interest has been paid, from the date of original issue hereof. The principal of and premium, if any, on this Bond are payable upon presentation and surrender hereof at the principal office of the Milwaukee, Wisconsin office of Firstar Bank, N.A. (the "Bond Registrar ") , acting as paying agent, or any successor paying agent duly appointed by the Issuer. Interest on this Bond will be paid on each Interest Payment Date by check or draft mailed to the person in whose name this Bond is registered (the "Holder" or "Bondholder ") on the registration books of the Issuer maintained by the Bond Registrar and at the address appearing thereon at the close of business on the fifteenth day of the calendar month next preceding such Interest Payment Date (the "Regular Record Date ") . Any interest not so timely paid shall cease to be payable to the person who is the Holder hereof as of the Regular Record Date, and shall be payable to the person who is the Holder hereof at the close of 1196095.1 8 RESOLUTION 2000 - business on a date (the "Special Record Date ") fixed by the Bond Registrar whenever money becomes available for payment of the defaulted interest. Notice of the Special Record Date shall be given to Bondholders not less than ten days prior to the Special Record Date. The principal of and premium, if any, and interest on this Bond are payable in lawful money of the United States of America. So long as this Bond is registered in the name of the Depository or its Nominee as provided in the Resolution hereinafter described, and as those terms are defined therein, payment of principal of and interest on this Bond and notice with respect thereto shall be made as provided in the Letter of Representations, as defined in the Resolution. Bonds may only be registered in the name of the Depository or its Nominee. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things required by the Constitution and laws of the State of Minnesota to be done, to happen and to be performed, precedent to and in the issuance of this Bond, have been done, have happened and have been performed, in regular and due form, time and manner as required by law; that the Issuer has covenanted and agreed with the Holders of the Bonds that it will impose and collect charges for the service, use and availability of its water utility at the times and in amounts necessary to produce net revenues adequate to pay all principal and interest when due on the Bonds; and that the Issuer will levy a direct, annual, irrepealable ad valorem tax upon all of the taxable property of the Issuer, without limitation as to rate or amount, for the years and in amounts sufficient to pay the principal and interest on the Bonds of this issue as they respectively become due, if the net revenues from the water utility and any other revenues irrevocably appropriated to the Debt Service Account are insufficient therefor; and that this Bond, together with all other debts of the Issuer outstanding on the date of original issue hereof and the date of its issuance and delivery to the original purchaser, does not exceed any constitutional or statutory limitation of indebtedness. 1196095.1 9 RESOLUTION 2000 - IN WITNESS WHEREOF, the City of Rosemount, Dakota County, Minnesota, by its City Council has caused this Bond to be executed on its behalf by the facsimile signatures of its Mayor and its Clerk, the corporate seal of the Issuer having been intentionally omitted as permitted by law. Date of Registration: Registrable by: Firstar Bank, N.A. Payable at: Firstar Bank, N.A. BOND REGISTRAR'S CITY OF ROSEMOUNT, CERTIFICATE OF DAKOTA COUNTY, MINNESOTA AUTHENTICATION This Bond is one of the Bonds described in the /s/ Facsimile Resolution mentioned Mayor within. /s/ Facsimile Firstar Bank, N.A. Clerk St. Paul, MN Bond Registrar By Authorized Signature 1196095.1 10 RESOLUTION 2000 - ON REVERSE OF BOND Redemption All Bonds of this issue (the "Bonds ") maturing in the years 2010 through 2016, both inclusive, are subject to redemption and prepayment at the option of the Issuer on February 1, 2009, and on any date thereafter at a price of par plus accrued interest. Redemption may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, the City shall determine the maturities and principal amount within each maturity to be prepaid; and if only part of the Bonds having a common maturity date are called for prepayment, the specific Bonds to be prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions thereof called for redemption shall be due and payable on the redemption date, and interest thereon shall cease to accrue from and after the redemption date. Mailed notice of redemption shall be given to the paying agent and to each affected Holder of the Bonds. Selection of Bonds for Redemption; Partial Redemption To effect a partial redemption of Bonds having a common maturity date, the Bond Registrar shall assign to each Bond having a common maturity date a distinctive number for each $5,000 of the principal amount of such Bond. The Bond Registrar shall then select by lot, using such method of selection as it shall deem proper in its discretion, from the numbers assigned to the Bonds, as many numbers as, at $5,000 for each number, shall equal the principal amount of such Bonds to be redeemed. The Bonds to.be redeemed shall be the Bonds to which were assigned numbers so selected; provided, however, that only so much of the principal amount of such Bond of a denomination of more than $5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. If a Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar (with, if the Issuer or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the Issuer and Bond Registrar duly executed by the Holder thereof or his, her or its attorney duly authorized in writing) and the Issuer shall execute (if necessary) and the Bond Registrar shall authenticate and deliver to the Holder of such Bond, without service charge, a new Bond or Bonds of the same series having the same stated maturity and interest rate and of any authorized denomination or denominations, as requested by such Holder, in aggregate principal amount equal to_and in exchange for the unredeemed portion of the principal of the Bond so surrendered. Issuance; Purpose; General Obligation This Bond is one of an issue in the total principal amount of $1,160,000, all of like date of original issue and tenor, except as to number, maturity, 1196095.1 11 RESOLUTION 2000 - interest rate and denomination, which Bond has been issued pursuant to and in full conformity with the Constitution and laws of the State of Minnesota and pursuant to a resolution adopted by the City Council on August 15, 2000 (the "Resolution ") , for the purpose of providing money to finance improvements to the City's water system. This Bond is payable out of the General Obligation Water Revenue Bonds, Series 2000A Fund of the Issuer. This Bond constitutes a general obligation of the Issuer, and to provide moneys for the prompt and full payment of the principal, premium, if any, and interest when the same become due, the full faith and credit and taxing powers of the Issuer have been and are hereby irrevocably pledged. Denominations; Exchange; Resolution The Bonds are issuable solely as fully registered bonds in the Authorized Denominations (as defined in the Resolution) and are exchangeable for fully registered Bonds of other Authorized Denominations in equal aggregate principal amounts at the principal office of the Bond Registrar, but only in the manner and subject to the limitations provided in the Resolution. Reference is hereby made to the Resolution for a description of the rights and duties of the Bond Registrar. Copies of the Resolution are on file in the principal office of the Bond Registrar. Transfer This Bond is transferable by the Holder in person or by his, her or its attorney duly authorized in writing at the principal office of the Bond Registrar upon presentation and surrender hereof to the Bond Registrar, all subject to the terms and conditions provided in the Resolution and to reasonable regulations of the Issuer contained in any agreemerit with the Bond Registrar. Thereupon the Issuer shall execute and the Bond Registrar shall authenticate and deliver, in exchange for this Bond, one or more new fully registered Bonds in the name of the transferee (but not registered in blank or to "bearer" or similar designation), of an Authorized Denomination or Denominations, in aggregate principal amount equal to the principal amount of this Bond, of the same maturity and bearing interest at the same rate. Fees upon Transfer or Loss The Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds. Treatment of Registered Owners The Issuer and Bond Registrar may treat the person in whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided (except as provided on the reverse side hereof with respect to the Record Date) and for all other purposes, whether 1196095..1 12 RESOLUTION 2000 - or not this Bond shall be overdue, and neither the Issuer nor the Bond Registrar shall be affected by notice to the contrary. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security unless the Certificate of Authentication hereon shall have been executed by the Bond Registrar. Designated as Oualified Tax- Exempt Obligations The Bonds have been designated by the Issuer as "qualified tax- exempt obligations" for purposes of Section 265(b) (3) of the Internal Revenue Code of 1986, as amended. 1196095.1 13 RESOLUTION 2000 - ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UTMA as custodian for (Cult) (Minor) under the Uniform (State) Transfers to Minors Act Additional abbreviations may also be used though not in the above list. 1196095.1 14 RESOLUTION 2000 - ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Bond and does hereby irrevocably constitute and appoint attorney to transfer the Bond on the books kept for the registration thereof, with full power of substitution in the premises. Dated: Notice: The assignor's signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or any change whatever. Signature Guaranteed: Signatures) must be guaranteed by a national bank or trust company or by a brokerage firm having a membership in one of the major stock exchanges or any other "Eligible Guarantor Institution" as defined in 17 CFR 240.17 Ad- 15(a)(2). The Bond Registrar will not effect transfer of this Bond unless the information concerning the transferee requested below is provided. Name and Address: (Include information for all joint owners if the Bond is held by joint account.) 1196095.1 15 RESOLUTION 2000 - [Use only for Bonds when they are Registered in Book Entry Only System] PREPAYMENT SCHEDULE This Bond has been prepaid in part on the date (s) and in the amount (s) as follows: Authorized Signature D ate Amount of Holder 1196095.1 16 RESOLUTION 2000 - 8. Execution; Bonds The Bonds shall be printed (or, at the request of the Purchaser, typewritten) shall be executed on behalf of the City by the signatures of its Mayor and Clerk and be sealed with the seal of the City; provided, however, that the seal of the City may be a printed (or, at the request of the Purchaser, photocopied) facsimile; and provided further that both of such signatures may be printed (or, at the request of the Purchaser, photocopied) facsimiles and the corporate seal may be omitted on the Bonds as permitted by law. In the event of disability or resignation or other absence of either such officer, the Bonds may be signed by the manual or facsimile signature of that officer who may act on behalf of such absent or disabled officer. In case either such officer whose signature or facsimile of whose signature shall appear on the Bonds shall cease to be such officer before the delivery of the Bonds, such signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if he or she had remained in office until delivery. The City may elect to deliver, in lieu of printed definitive bonds, one or more typewritten temporary bonds in substantially the form set forth above, with such changes as may be necessary to reflect more than one maturity in a single temporary bond. The temporary bonds may be executed with photocopied facsimile signatures of the Mayor and Clerk. Such temporary bonds shall, upon the printing of the definitive bonds and the execution thereof, be exchanged therefor and canceled. 9. Authentication No Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under this resolution unless a Certificate of Authentication on such Bond, substantially in the form hereinabove set forth, shall have been duly executed by an authorized representative of the Bond Registrar. Certificates of Authentication on different Bonds need not be signed by the same person. The Bond Registrar shall authenticate the signatures of officers of the City on each Bond by execution of the Certificate of Authentication on the Bond and by inserting the date of authentication in the space provided, except that for purposes of the Bonds delivered to the Purchaser, the Bond Registrar shall insert as a date of authentication the date of original issue,.which date is September 1, 2000 The executed Certificate of Authentication on each Bond shall be conclusive evidence that it has been authenticated and delivered under this resolution. 10. Registration; Transfer; Exchange The City will cause to be kept at the principal office of the Bond Registrar a bond register in which, subject to such reasonable regulations as the Bond Registrar may prescribe, the Bond Registrar shall provide for the registration of Bonds and the registration of transfers 1196095.1 17 RESOLUTION 2000 - of Bonds entitled to be registered or transferred as herein provided. Upon surrender f or. transfer of any Bond at the principal office of the Bond Registrar, the City shall execute (if necessary) , and the Bond Registrar shall authenticate, insert the date of registration (as provided in paragraph 9 with respect to authentication) and deliver, in the name of the designated transferee or transferees, one or more new Bonds of any Authorized Denomination or Denominations of a like aggregate principal amount, having the same stated maturity and interest rate, as requested by the transferor; provided, however, that no bond may be registered in blank or in the name of "bearer" or similar designation. At the option of the holder, Bonds may be exchanged for Bonds of any Authorized Denomination or Denominations of a like aggregate principal amount and stated maturity, upon surrender of the Bonds to be exchanged at the principal office of the Bond Registrar. Whenever any Bonds are so surrendered for exchange, the City shall execute (if necessary) , and the Bond Registrar shall authenticate, insert the date of authentication of, and deliver the Bonds which the holder making the exchange is entitled to receive. All Bonds surrendered upon any exchange or transfer provided for in this resolution shall be promptly canceled by the Bond Registrar and thereafter disposed of as directed by the City. All Bonds delivered in exchange for or upon transfer of Bonds shall be valid general obligations of the City evidencing the same debt, and entitled to the same benefits under this resolution, as the Bonds surrendered for such exchange or transfer. Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, in form satisfactory to the Bond Registrar, duly executed by the holder thereof or his attorney duly authorized in writing, The Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange of any Bond and any legal or unusual costs regarding transfers and lost Bonds. Transfers shall also be subject to reasonable regulations of the Issuer contained in any agreement with the Bond Registrar, 1196095.1 18 RESOLUTION 2000 - including regulations which permit the Bond Registrar to close its transfer books between record dates and payment dates. 11. Rights Upon Transfer or Exchange Each Bond delivered upon transfer of or in exchange for or in lieu of any other Bond 'shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond. 12. Interest Payment: Record Date Interest on any Bond shall be paid on each interest payment date by check or draft mailed to the person in whose name the Bond is registered (the "Holder ") on the registration books of the City maintained by the Bond Registrar and at the address appearing thereon at the close of business on the fifteenth day of the calendar month next preceding such interest payment date (the "Regular Record Date "). Any such interest not so timely paid shall cease to be payable to the person who is the Holder thereof as of the Regular Record Date, and shall be payable to the person who is the Holder thereof at the close of business on a date (the "Special Record Date ") fixed by the Bond Registrar whenever money becomes available for payment of the defaulted interest. Notice of the Special Record Date shall be given by the Bond Registrar to the Holders not less than ten (10) days prior to the Special Record Date 13. Treatment of Registered owner The City and Bond Registrar may treat the person in whose name any Bond is registered as the owner of such Bond for the purpose of receiving payment of principal of and premium, if any, and interest (subject to the payment provisions in paragraph 10 above with respect to registration, transfer and exchange) on, such Bond and for all other purposes whatsoever whether or not such Bond shall be overdue, and neither the City nor the Bond Registrar shall be affected by notice to the contrary. 14. Delivery; Application of Proceeds The Bonds when so prepared and executed shall be delivered by the Finance Director to the Purchaser upon receipt of the purchase price, and the Purchaser shall not be obliged to see to the proper application thereof. 15. Fund and Accounts There is hereby established a special fund to be designated "General Obligation Water Revenue Bonds, Series 2000A Fund" (the "Fund ") to be held and administered by the City Finance Director separate and apart from all other funds of the City. The Fund shall be maintained in the manner herein specified until all of the Bonds and the interest thereon have been fully paid. There shall be maintained in the Fund two 1196095.1 19 RESOLUTION 2000 - separate accounts to be designated the "Construction Account" and the "Debt Service Account," respectively. (i) Construction Account To the Construction Account there` shall be credited the proceeds of the sale of the Bonds, less accrued interest received thereon, and less any amount paid for the Bonds in excess of $1,145,500. From the Construction Account shall be paid all costs and expenses of the Project, including the cost of construction contracts heretofore let or to be let and all other costs incurred and to be incurred of the kind authorized in Minnesota Statutes, Section 475.65. Any balance remaining in the fund after completion of the costs shall be transferred to the Debt Service Account. (ii) Debt Service Account There is hereby pledged and there shall be credited to the Debt Service Account: (a) the net revenues of the water utility not otherwise pledged and applied to the payment of other obligations of the City, in an amount, together with other funds which may herein or hereafter from time to time be irrevocably appropriated to the account sufficient to meet the requirements of Minnesota Statutes, Section 475.61 for the payment of the principal and interest of this issue; (b) all accrued interest received upon delivery of the Bonds; (c) all funds paid for the Bonds in excess of $1,145,500; (d) all collec- tions of taxes which may hereafter be levied in the event that net revenues and other funds herein pledged to the payment of the principal and interest of the Bonds of this issue are insufficient therefore; (e) all funds remaining in, the Construction Account after completion of the Project and payment of the costs thereof (f) all investment earnings on funds held in the Debt Service Account; and (g) any and all other moneys which are properly available and are appropriated by the governing body of the City to the Debt Service Account. The Debt Service Account shall be used solely to pay the principal and interest and any premiums for redemption of the Bonds and any other general obligation bonds of the City hereafter issued by the City and made payable from said account as provided by law. No portion of the proceeds of the Bonds shall be used directly or indirectly to acquire higher yielding investments or to replace funds which were used directly or indirectly to acquire higher yielding investments, except (1) for a reasonable temporary period until such proceeds are needed for the purpose for which the Bonds were issued, and (2) in addition to the above in an amount not greater than the lesser of five percent (5 %) of the proceeds of the Bonds or $100,000. To this effect, any proceeds of the Bonds and any sums from time to time held in the Construction Account or Debt Service Account (or any other City account which will be used to pay principal or interest to become 1196095.1 20 RESOLUTION 2000 - due on the bonds payable therefrom) in excess of amounts which under the applicable federal arbitrage regulations may invested without regard to yield shall not be invested at a yield in excess of the applicable yield restrictions imposed by said arbitrage regulations on such investments after taking into account any applicable "temporary periods" or "minor portion" made available under the federal arbitrage regulations. Money in the Fund shall not be invested in obligations or deposits issued by, guaranteed by or insured by the United States or any agency or instrumentality thereof if and to the extent that such investment would cause the Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the federal Internal Revenue Code of 1986, as amended (the "Code ") . 16. Sufficiency of Net Revenues It is hereby found, determined and declared that the net revenues of the water utility are sufficient in amount to pay when due the principal of and interest on the Bonds herein authorized, and the net revenues of the water utility are hereby pledged for the payment of the Bonds and shall be applied for that purpose, but solely to the extent required to meet the principal and interest requirements of this issue as the same become due. Excess net revenues may be used for any proper purpose. Nothing contained herein shall be deemed to preclude the City from making further pledges and appropriations of the net revenues of the water utility for the payment of other or additional obligations of the City, provided that it has first been determined by the City Council that the estimated net revenues of the water utility will be sufficient in addition to all other sources, for the payment of the Bonds herein authorized, and such additional obligations any such pledge and appropriation of the net revenues may be made superior or subordinate to, or on a parity with the pledge and appropriation herein. 17. Covenant to Maintain Rates and Char Minnesota Statutes, Section 444.075, the and agrees with the holders of the Bonds collect charges for the service, use, ay. to the water utility at the times and in produce net revenues adequate to pay all when due on the Bonds. des In accordance with City hereby covenants that it will impose and ailability and connection the amounts required to principal and interest 18. General Obligation Pledge For the prompt and full payment of the principal and interest on the Bonds, as the same respectively become due, the full faith, credit and taxing powers of the City shall be and are irrevocably pledged. If the net revenues of the water utility appropriated and pledged to the payment of principal and interest on the Bonds, together with other funds irrevocably appropriated to the Debt Service Account 1196095.1 21 RESOLUTION 2000 - herein established, shall at any time be insufficient to pay such principal and interest when due, the City covenants and agrees to levy, without limitation as to rate or amount an ad valorem tax upon all taxable property in the City sufficient to pay such principal and interest as it becomes due. If the balance in the Debt Service Account is ever insufficient to pay all principal and interest then due on the Bonds payable therefrom, the deficiency shall be promptly paid out of any other accounts of the City which are available for such purpose, and such other funds may be reimbursed without interest from the Debt Service Account when a sufficient balance is available therein. 19. Coverage Test The net revenues are such that if collected in full they, together with all other funds herein pledged for the payment of the Bonds, will produce at least five percent (5 %) in excess of the amount needed to meet when due the principal and interest payments on the Bonds. 20. Certificate of Registration The Clerk is hereby directed to file a certified copy of this resolution with the County Public Service and Revenues Division Director of Dakota County, Minnesota, together with such other information as he or she shall require, and to obtain the County Public Service and Revenue Division Director's certificate that the Bonds have been entered in the County Public Service and Revenues Division Director's Bond Register. 21. Records and Certificates The officers of the City are hereby authorized and directed to prepare and furnish to the Purchaser, and to the attorneys approving the legality of the issuance, certified copies of all proceedings and records of the City relating to the Bonds and to the financial condition and affairs of the City, and such other affidavits, certificates and information as are required to show the facts relating to the legality and marketability of the Bonds as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies, certificates and affidavits, including any heretofore furnished, shall be deemed representations of the City as to the facts recited therein 22. Tax- Exempt Status of the Bonds: Rebate The City shall comply with requirements necessary under the Code to establish and maintain the exclusion from gross income under Section 103 of the Code of the interest on the Bonds, including without limitation (1) requirements relating to temporary periods for investments, (2) limitations on amounts invested at a yield greater than the yield on the Bonds, and (3) the rebate of excess investment earnings to the United States if the Bonds (together 1196095.1 22 RESOLUTION 2000 - with other obligations reasonably expected to be issued and outstanding at one time in this calendar year) exceed the small - issuer exception amount of $5,000,000. For purposes of qualifying for the exception to the federal arbitrage rebate requirements for governmental units issuing $5,000,000 or less of bonds, the City hereby finds, determines and declares that (1) the Bonds are issued by a governmental unit with general taxing powers, (2) no Bond is a private activity bond, (3) ninety -five percent (95 %) or more of the net proceeds of the Bonds are to be used for local governmental activities of the City (or of a governmental unit the jurisdiction of which is entirely within the jurisdiction of the City) , and (4) the aggregate face amount of all tax- exempt bonds (other than private activity bonds) issued by the City (and all subordinate entities thereof, and all entities treated as one issuer with the City) during the calendar year in which the Bonds are issued and outstanding at one time is not reasonably expected to exceed $5,000,000, all within the meaning of Section 148(f) (4) (D) of the Code. 23. Cgmpliance with Reimbursement Bond Regulations The provisions of this paragraph are intended to establish and provide for the City's compliance with United States Treasury Regulations Section 1.150 -2 (the "Reimbursement Regulations ") applicable to the "reimbursement proceeds" of the Bonds, being those portions thereof which will be used by the City to reimburse itself for any expenditure which the City paid or will have paid prior to the Closing Date (a "Reimbursement Expenditure ") The City hereby certifies and /or covenants as follows: (a) Not later than 60 days after the date of payment of a Reimbursement Expenditure, the City (or person designated to do so on behalf of the City) has made or will have made a written declaration of the City's official intent (a "Declaration ") which effectively (i) states the City's reasonable expectation to reimburse itself for the payment of the Reimbursement.Expenditure out of the proceeds of a subsequent borrowing; (ii) gives a general and functional description of the property, project or program to which the Declaration relates and for which the Reimbursement Expenditure is paid, or identifies a specific fund or account of the City and the general functional purpose thereof from which the Reimbursement - Expenditure was to be paid (collectively the "Project "); and (iii) states the maximum principal amount of debt expected to be issued by the City for the purpose of financing the Project; provided, however, that no such Declaration shall necessarily have been made with respect 1196095.1 23 RESOLUTION 2000 to: (i) "preliminary expenditures" for the Project, defined in the Reimbursement Regulations to include engineering or architectural, surveying and soil testing expenses and similar prefatory costs, which in the aggregate do not exceed 20% of the "issue price" of the Bonds, and (ii) a de minimis amount of Reimbursement Expenditures not in excess of the lesser of $100,000 or 5% of the proceeds of the Bonds. Notwithstanding the foregoing, with respect to any Declaration made by the City between January 27, 1992 and June 30, 1993, with respect to a Reimbursement Expenditure made prior to March 2, 1992, the City hereby represents that there exists objective evidence, that at the time the Expenditure was paid the City expected to reimburse the cost thereof with the proceeds of a borrowing (taxable or tax - exempt) and that expectation was reasonable. (b) Each Reimbursement Expenditure is a capital expenditure or a cost of issuance of the Bonds or any of the other types of expenditures described in Section 1.150- 2(d)(3) of the Reimbursement Regulations. (c) The "reimbursement allocation" described in the Reimbursement Regulations for each Reimbursement Expenditure shall and will be made forthwith following (but not prior to) the issuance of the Bonds and in all events within the period ending on the date which is the later of three years after payment of the Reimbursement Expenditure or one year after the date on which the Project to which the Reimbursement Expenditure relates is first placed in service. (d) Each such reimbursement allocation will be made in a writing that evidences the City's use of Bond proceeds to reimburse the Reimbursement Expenditure and, if made within 30 days after the Bonds are issued, shall be treated as made on the day the Bonds are issued. Provided, however, that the City may take action contrary to any of the foregoing covenants in this paragraph 23 upon receipt of an opinion of its Bond Counsel for the Bonds stating in effect that such action will not impair the tax - exempt status of the Bonds. 24. Designation as Qualified Tax - Exempt obligations In order to qualify the Bonds as "qualified tax- exempt obligations" within the meaning of Section 265(b)(3) of the Code, the City hereby makes the following factual statements and representations: (a) the Bonds are issued after August 7, 1986; 1196095.1 24 RESOLUTION 2000 - (b) the Bonds are not "private activity bonds" as defined in Section 141 of the Code; (c) the City hereby, designates the Bonds as "qualified tax- exempt obligations" for purposes of Section 265(b) (3) of the Code; (d) the reasonably anticipated amount of tax - exempt obligations (other than private activity bonds, treating qualified 501(c) (3) bonds as not being private activity bonds) which will be issued by the City (and all entities treated as one issuer with the City, and all subordinate entities whose obligations are treated as issued by the City) during this calendar year 2000 will not exceed $10,000,000; and (e) not more than $10,000,000 of obligations issued by the City during this calendar year 2000 have been designated for purposes of Section 265 (b) (3) of the Code. The City shall use its best efforts to comply with any federal procedural requirements which may apply in order to effectuate the designation made by this paragraph. 25. Continuing Disclosure (a) The City is the sole obligated person with respect to the Bonds. The City hereby agrees, in accordance with the provisions of Rule 15c2 -12 (the "Rule "), promulgated by the Securities and Exchange Commission (the "Commission ") pursuant to Securities Exchange Act of 1934, as amended, and a Continuing "Disclosure Undertaking ( the "Undertaking ") hereinafter described to: (1) Provide or cause to be provided, in a timely manner, to (i) each nationally recognized municipal securities information repository ("NRMSIR") or to the Municipal Securities Rulemaking Board ("MSRB") and (ii) the state information depository (the "SID ") , if any, notice of the occurrence of certain material events with respect to the Bonds in accordance with the Undertaking. (2) The City agrees that its covenants pursuant to the Rule set forth in this paragraph and in the Undertaking are intended to be for the benefit of the holders and any other beneficial owners of the Bonds and shall be enforceable on behalf of such holders and beneficial owners; provided that the right to enforce the provisions of these covenants shall be limited to a right to obtain specific enforcement of the City's obligations under the covenants. 1196095.1 25 RESOLUTION 2000 - (a) The Mayor and Clerk of the City, or any other officer of the City authorized to act in their place, (the "Officers ") are hereby authorized and directed to execute on behalf of the City the Undertaking in substantially the form presented to the Council, subject to such modifications thereof or additions thereto as are (i) consistent with the requirements under the Rule, (ii) required by the purchaser of the Bonds and (iii) acceptable to the Officers. 26. Defeasance When all Bonds have been discharged as provided in this paragraph, all pledges, covenants and other rights granted by this resolution to the registered holders of the'Bonds shall, to the extent permitted by law, cease. The City may discharge its obligations with respect to any Bonds which are due on any date by irrevocably depositing with the Bond Registrar on or before that date a sum sufficient for the payment thereof in full; or if any Bond should not be paid when due, it may nevertheless be discharged by depositing with the Bond Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such deposit. The City may also at any time discharge its obligations with respect to any Bonds, subject to the provisions of law now or hereafter authorizing and regulating such action, by depositing irrevocably in escrow, with a suitable banking institution qualified by as an escrow agent for this purpose, cash or securities described in Minnesota Statutes, Section 475.67, Subdivision 8, bearing interest payable at such times and at such rates and maturing on such dates as shall be required, subject to sale and /or reinvestment, to pay all amounts to become due thereon to maturity or, if notice of redemption as herein required has been duly provideZ for, to such earlier redemption date. 27. SeverabilitX If any section, paragraph or provision of this resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this resolution. 28. Headings Headings in this resolution are included for convenience of reference only and are not a part hereof, and shall not limit or define the meaning of any provision hereof. 1196095.1 26 ADOPTED this 15th day of August, 2000. Cathy Busho, Mayor ATTEST: Linda J. Jentink, City Clerk CERTIFICATION I hereby certify that the foregoing is a true and correct copy of a resolution presented to and adopted by the City Council of Rosemount at a duly authorized meeting thereof, held on the 15 day of August, 2000, as disclosed by the records of said City in my possession. (SEAL) Linda J. Jentink, Rosemount City Clerk Motion by: Seconded by: Voted in favor: Voted Against: Members Absent: 1196095.1 OFFICIAL STATEMENT DATED AUGUST 1, 2000 I a� Ratings: Requested from Moody's NEW ISSUES Investors Service In the opinion of Briggs and Morgan, Professional Association, Bond Counsel, based on present federal and Minnesota laws, regulations, rulings and decisions, at the time of their issuance and delivery to the original purchaser, interest on the Bonds is excluded from gross income for purposes of United States income tax and is excluded, to the same extent, in computing both gross income and taxable net income for purposes of State of Minnesota income tax (other than Minnesota franchise taxes measured by income and imposed on corporations and financial institutions), and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations or the Minnesota alternative minimum tax applicable to individuals, estates or trusts; provided, however, that for the purpose of computing the federal alternative minimum tax imposed on corporations, interest on the Bonds is taken into account in determining adjusted current eamings. 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. $1,160,000 City of Rosemount, Minnesota General Obligation Water Revenue Bonds, Series 2000A (the "Water Revenue Bonds ") $1,750,000 Rosemount Port Authority, Minnesota General Obligation Bonds, Series 2000B (the "Port Authority Bonds ") (collectively referred to as the "Bonds" or the "Issues ") (Book Entry Only) Dated Date: September 1, 2000 Interest Due: Each February 1 and August 1, The Water Revenue Bonds will mature February 1 as follows: commencing August 1, 2001. 2002 $30,000 2005 $65,000 2008 $75,000 2011 $85,000 2014 $100,000 2003 $55,000 2006 $65,000 2009 $75,000 2012 $90,000 2015 $105,000 2004 $60,000 2007 $70,000 2010 $80,000 2013 $95,000 2016 $110,000 The City may elect on February 1, 2009, and on any day thereafter, to prepay the Water Revenue Bonds due on or after February 1, 2010, at a price of par plus accrued interest. The Port Authority Bonds will mature February 1 as follows: 2002 $110,000 2004 $155,000 2006 $170,000 2008 $190,000 2010 $210,000 2003 $150,000 2005 $165,000 2007 $180,000 2009 $200,000 2011 $220,000 The Authority may elect on February 1, 2009, and on any day thereafter, to prepay the Port Authority Bonds due on or after February 1, 2010, at 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 Water Revenue Bonds $1,145,500 $11,600 Port Authority Bonds $1,732,500 $17,500 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.) Firstar Bank, N.A. will serve as Registrar. Bonds will be available for delivery at DTC within 40 days after award. PROPOSALS RECEIVED: August 15, 2000 (Tuesday) until 11:00 A.M., Central Time CITY AWARD: August 15, 2000 (Tuesday) at 7:30 P.M., Central. Time PORT AUTHORITY AWARD: August 15, 2000 (Tuesday) at 6 :00 P.M., Central Time SPRINGSTED Public Finance Advisors Further information may be obtained from SPRINGSTED Incorporated, Financial Advisor to the issuer, 85 East Seventh Place, Suite 100, Saint Paul, Minnesota 55101 -2887 (651) 223 -3000 For purposes of compliance with Rule 15c2 -12 of the Securities and Exchange Commission, this document, as the same may be supplemented or corrected by the Issuer from time to time (collectively, the "Official Statement "), may be treated as an Official Statement with respect to the Obligations described herein that is deemed final as of the date hereof (or of any such supplement or correction) by the Issuer, except for the omission of certain information referred to in the succeeding paragraph. The Official Statement, when further supplemented by an addendum or addenda specifying the maturity dates, principal amounts and interest rates of the Obligations, together with any other information required by law, shall constitute a "Final Official Statement" of the Issuer with respect to the Obligations, as that term is defined in Rule 15c2 -12. Any such addendum shall, on and after the date thereof, be fully incorporated herein and made a part hereof by reference. By awarding the Obligations to any underwriter or underwriting syndicate submitting a Proposal therefor, the Issuer agrees that, no more than seven business days after the date of such award, it shall provide without cost to the senior managing underwriter of the syndicate to which the Obligations are awarded copies of the Official Statement and the addendum or addenda described in the preceding paragraph in the amount specified in the Terms of Proposal. The Issuer designates the senior managing underwriter of the syndicate to which the Obligations are awarded as its agent for purposes of distributing copies of the Final Official Statement to each Participating Underwriter. Any underwriter delivering a Proposal with respect to the Obligations agrees thereby that if its bid is accepted by the Issuer (i) it shall accept such designation and (ii) it shall enter into a contractual relationship with all Participating Underwriters of the Obligations for purposes of assuring the receipt by each such Participating Underwriter of the Final Official Statement. No dealer, broker, salesman or other person has been authorized by the Issuer to give any information or to make any representations with respect to the Obligations, other than as contained in the Official Statement or the Final Official Statement, and if given or made, such other information or representations must not be relied upon as having been authorized by the Issuer. Certain information contained in the Official Statement and the Final Official Statement may have been obtained from sources other than records of the Issuer and, while believed to be reliable, is not guaranteed as to completeness or accuracy. THE INFORMATION AND EXPRESSIONS OF OPINION IN THE OFFICIAL STATEMENT AND THE FINAL OFFICIAL STATEMENT ARE SUBJECT TO CHANGE, AND NEITHER THE DELIVERY OF THE OFFICIAL STATEMENT OR THE FINAL OFFICIAL STATEMENT NOR ANY SALE MADE UNDER EITHER SUCH DOCUMENT SHALL CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE ISSUER SINCE THE DATE THEREOF. References herein to laws, rules, regulations, resolutions, agreements, reports and other documents do not purport to be comprehensive or definitive. All references to such documents are qualified in their entirety by reference to the particular document, the full text of which may contain qualifications of and exceptions to statements made herein. Where full texts of documents prepared by or on behalf of the Issuer have not been included as appendices to the Official Statement or the Final Official Statement, they will be furnished on request. i 0 W Z m Q Z Z W V 2 Zy � LLI Ir >� 0 W m � J � Raga Z �Z ° a ?°aa ~ LL' O 00 4w m O 4WG CQ V m U W IV -10 W J m W W^ f 0 P N^ t tp OI m v a O H .ff (O O R • t7 Of a0 Q J. K O a v Pl Cf f ._.N M ^ NNAN N fV O. v C OO qV C Q Q ' 'r OiGNtf N M W w Q z N AA Ifi tD OI l7N{p Of W S N N t•'i tG at tp E a ^ ^ N N TABLE OF CONTENTS F. 1n 0 0 •tf O O O O AOON ° W °Ol Of O A m °O m y •1 O NO 0 0 hAO ^. O C O N O O O OOO O h d 1 ENO @ Q r W a ( O p i �Op C OtOm O .n of (7 V ^ M. < O. 1A Pa e m •^• Terms of Proposal $1,160,000 General Obligation Water Revenue Bonds, Series 2000A ........................ i -iv J W $1,750,000 General Obligation Bonds, Series 2000B ................... "' m ^ > Introductory Statement 1 y W Z C ontinuing Disclosure........ ................................................................. ............................... 1 -2 W W O ^ O N p ^ W A t0 O N 1A A A^ < Th Bonds - Q aw J a a . i A • ^ • y t7 R O O N A � N tp . ......... .. ................. .......................... .... .... .... .......... .............. ........... R ^ A A ^ Q e The Water Revenue Bonds ........................ ............................... 4 -5 J a ^ ^ = The Port Authority Bonds. 5 aw Future Financing 5 LU a O R O O O Cr Q O. m� h u'1 N N O try Litigation .............................. ............................... O O m �. m ibOp O Legality .............................................................................................. ............................... 6 « y « Tax Exemption ................................................................................... ............................... 6 nlf <fVm�fD Other Federal Tax Considerations 7 m .../V ANQ 17 OOOf Oi N .... ............................... ......... ................... ................... Bank - Qualified Tax - Exempt Obligations ................ .................. .... ................. ........ 8 > Z Ratings .................................._................... ............................... .... ........................ 8 ° Z Financial Advisor ............................................................................... 8 = J -! !( N O W NmmOOy ^ N 8 m W Q W W l N aD OiO C fM if Oi N Oi Oi A N A pi O) A n m Pl Q N OhfDN Q OO' O h e$ a a M A 1� O Of O a ............................... Certification......... ............................................................................. ............................... .tf fV (.f O. .O h V m v °� N City.. Property Values CityIndebtedness ............................................................................. ............................... 10 -14 n O O W OO p ONO City Tax Rates, Levies and Collections .............................................. 15 ,.. Ens q°i hWAO • <•lp lq M <OOOQ W 4'YQO ............................... ° W yNNPf ^ ^tD m Ol7Q111 N t7 N Funds on Hand .................................................................................. 16 Q Q ............................... m City Investments ...................................................................... .........................._.... .......... 16 -17 G eneral Information Concerning the City ..................................... ............................... G overnmental Organization and Services ........................................... .............................. - 21 -23 ° The Port Authority....._ .............. ............................... ......... ............................ ..... L_...._.... .... 23 -24 WQ t W W o Z .... Proposed Form of Legal Opinions ...................... ....... ............................... Appendix > o W Continuing Disclosure Undertakings ............. Appendix endix II W w N ; Summary of Tax Levies, Payment Provisions, and > K — LL O W U .y y U W Minnesota Real Property Valuation Appendix III n u r m agi c f .`m N c K U = W ^ N S b C N = ��j E, Z Z R Z Q y m d� .a d a J Z U d �: w Z Annual Financial Statements Appen Appendix IV .d h z.2 w v �= .. E '�+ i- Z ww °�d= Z `m O Z�Z =v w 0 ° ....._. ................... .......... ............................... ne� aL.�cSoa =. qE u0 W C1W Um `wM c Z Z : Q j a m u y}} o 0. W H a b b W W U 2 C� a .o LL C I °: W >mc °mutt W q`w o. Qp Z rnw 3 0 3,x. V •a °c b o O c W. Proposal Forms ......... ............ ... ...................................... ............................... d. S e 1 n 1 le J Z V U W W q Z a b O y a m� '' Z Q O W b S V LL M 5 z O C s O a' a' a W q X w W m N a O O LU S X LL O� C' Z Z a Q U Z W F W O H WK v w ww O z m m K 2 w IV -10 54 W' -p cc1 (D N W m N c t O >y d CITY OF ROSEMOUNT, MINNESOTA COMBINED STATEMENT OF REVENUE, EXPENDITURES AND CHA14GES IN FUND BALANCES BUDGET (AS AMENDED) AND ACTUAL (BUDGETARY BASIS) GENERAL AND ANNUALLY ADOPTED SPECIAL REVENUE FUNDS YEAR ENDED DECEMBER 31, 1998 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 REVENUE: General Property Taxes $ 2,656,473 $ 2,693,105 $ 36,632 $ 873,890 $ 873,890 $ 0 $ 3,530,363 $ 3,566,995 $ 36,632 Licenses and permits 204,900 363,238 158,338 0 0 0 204,900 363,238 158,338 Intergovernmental 1,197,477 1,274,373 76,896 0 686,357 686,357 1,197,477 1,960,730 763,253 Charges for services 337,450 351,650 14,200 50,000 75,794 25,794 387,450 427,444 39,994 Fines and forfeitures 90,000 72,084 (17,916) 0 0 0 90,000 72,084 (17,916) Special assessments 2,000 165 (1,835) 17,000 25,942 8,942 19,000 26,107 7,107 Interest earnings 35,600 77,671 42,071 18,300 45,442 27,142 53,900 123,113 69,213 Net increase in the fair value of investments 0 2,104 2,104 0 241 241 0 2,345 2,345 Donations and other 56,332 72,897 16,565 0 1,926 1,926 56,332 74,823 18,491 Miscellaneous 182,900 204,732 21,832 0 14,868 14,868 182,900 219,600 36,700 TOTAL REVENUES 4,763,132 $ 5,112,018 $ 348,886 $ 959,190 $ 1,724,460 $ 765,270 $ 5,722,322 $ 6,836,479 $ 1,114,157 EXPENDITURES: General government $ 1,108,800 $ 1,227,824 $ (121,724) $ 8,760 $ 7,800 $ (750) $ 1,112,550 $ 1,235,024 $ (122,474) Public safety 1,357,742 1,442,852 (84,910) 0 , 0 0 1,357,742 1,442,862 2,800,394 Public works 1,601,140 1,450,156 150,984 918,390 687,476 230,914 2,519,530 2,137,632 381,898 Park and recreation 645,164 601,450 43,714 0 0 0 645,164 601,450 1,246,614 TOTAL EXPENDITURES $ 4,709,846 $ 4,721,781 $ (11,935) $ 925,140 $ 694,976 $ 230,164 $ 5,634,986 $ 5,416,757 $ 218,229 EXCESS (DEFICIENCY) OF REVENUE OVER EXPENDITURES $ 53,286 $ 390,237 $ 33 6,951 $ 34,050 $ 1,029,484 $ 995,434 $ 87,336 $ 1,419,721 $ 1,332,385 OTHER FINANCING SOURCES (USES): Operating transfers in $ 3,500 $ 3,500 $ 0 $ 0 $ 0 $ 0 $ 3,500 $ 3,500 $ 0 Operating transfers out 0 0 0 0 (786,356) (786,356) 0 (786,356) (786,356) TOTAL OTHER SOURCES (USES) $ 3,500 $ 3,500 $ 0 $ 0 $ (786,356) $ (786,356) $ 3,500 $ (782,856) $ (786,356) EXCESS (DEFICIENCY) OF REVENUE AND OTHER s FINANCING SOURCES OVER EXPENDITURES AND OTHER FINANCING USES $ 56,786 $ 393,737 $ 336,951 $ 34,050 $ 243,128 $ 209,078 $ 90,836 $ 636,865 $ 546,029 Reconciliation to GAAP basis elimination of encumbrances, net 115,667 (32,479) 83,188 BEGINNING FUND BALANCE 1,928,980 993,173 2,922,153 NON- BUDGETED SPECIAL REVfNl1F FUNDS 0 607,127 607,127 ENDING FUND BALANCE $ 2,438,384 $ 1,810,949 $ 4,249,333 .r F-Q Qcn Ap °L-o a) I- )c) o C oa cop m ` a` QU' r-V Car- 0 i t13 c Z Q 00 >+ C :- f Q - F- _ O o - o »_� co a) L'= U _ a) (a - 0 o - C U) m 'O u) a) ° Z,= ZO IV V �0.�� o� O - a O O W O a O O Cc) C N 0 (a O 64 N 0 C0 r3 - In O V W F- N a) O 0 'O o M -0 vi 1- Z Q N . + a) (D C\1 c � � � Q �O F 0 �, m m p ^ . �•,_, � 0) c _ o O O N OZ �� ��- � s tn= c ° E W w Q Q c� 0 m u) o c >, IL J m (� L > Z � U) M a) = O - 0 0 y- a) ca U V O Z Z cc$ a �' `o >, .n "' � -� O C E M W a, O -a -a- -a 0 O ca = - Q m m (a o ?w o w o _ OW a) ° O Q - D - > Lu W w o Z W o a Z �" C L L- 0 -o = 0 0 m a. o F - 0 CL LL ui ° o > c a) m ) LL O Z c Q ° �" O > o mc �. o (n �+ U) -J O V w w O ��c Z C: 0 -:5 A ( D 3� O � o C9 N r� W c = r` O : E r3 : o m m ZN Co Q O >-a3 co aa))� - -0 _� °oa)a) Nco u. 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O (D N {,A'p M '" (D >v -' '-" O Q 0 0 N 0 �(D� (n - h0 (D Cr00 =' Q 3 M "'o N Q � �� 0 CD O ° N Sv . (D O -, 0 N v C 3 `� (D =' in _ 0 _' y =3 `< N to �. ,-« '" O 0 CD fl1 p t7' p O !v ,-. O ,�-r v v 0' S N 3 =n O �' (D 0 . -« D p i << fn -�, � (D (D N � (D (D � O .+ , + - fn cn 0) - O SV SV _ 0 fl? 3 � 0_ 0 O (D CD CD O ° m ° n 0 CD v m m (D CD o ° o m h ( (D m (a c 0 0 v � a- m (D G) CA ---I 0 z X M 0 M z 0 2) Cr (D co M n (D cs� 0 (n n r OF ROSEMOUNT MINNESOTA COMBINED STATEMENT OF REVENUE, EXPENDITURES AND CHANGES IN FUND BALANCES ALL GOVERNMENTAL FUND TYPES AND DISCRETELY PRESENTED COMPONENT UNITS YEAR ENDED DECEMBER 31,1997 TOTAL TOTAL PRIMARY COMPONENT REPORTING GOVERNMENTAL FUND TYPES GOVERNMENT UNIT ENTITY SPECIAL DEBT CAPITAL (MEMORANDUM) - (PORT (MEMORANDUM GENERAL REVENUE SERVICE PROJECTS (ONLY) AUTHORITY) ONLY) REVENUE: General property taxes $ 2,468,585 $ 720,800 $ 404,771 $ - $ 3,594,156 $ 288,009 $ 3,882,165 Municipal state aid (MSA) - - 88,150 - 88,150 - 88,150 Tax increments - _ - _ - 437,743 437,743 Licenses and permits 259,010 - - 259,010 - 259,010 Intergovernmental 1,240,069 36,930 - - 1,276,999 - 1,276,999 Charges for services 480,656 190,826 - - 671,481 - 671,481 Fines and forfeitures 113,972 - - - 113,972 - 113,972 Special assessments 3,968 68 92,0181 803, 129,820 1,029,037 - 1,029,037 Interest earnings 49,478 69,854 234,843 70,519 424,694 63,241 487,935 Net increase in the fair value of investments 2,890 3,724 9,160 - 15,774 - 15,774 Miscellaneous 239,353 196,052 85,893 521,298 68,219 589,517 TOTAL REVENUE $ 4,857,981 $ 1,310,254 $ 1,540,105 $ 286,232 $ 7,994,571 $ 857,212 $ 8,851,783 EXPENDITURES: Current; General government $ 1,002,645 $ 282,403 $ - $ - $ 1,285,048 $ 211,693 $ 1,496,741 Public safety 1,398,159 - - - 1,398,159 - 1,398,159 Public works 1,409,227 - - 2,780,938 4,190,164 - 4,190,164 C Park and recreation 572,489 - - 572,489 - 572,489 4 Capital outlay - 461,835 - 461,835 64,906 526,741 Other - - - 144,589 144,589 144,589 Debt service: Redemption of bonds - - 1,335,000 1,335,000 350,000 1,685,000 Interest on bonds - - 571,832 - 571,832 195,446 767,278 Fiscal agent fees - - 17,648 17,648 1,578 19,226 TOTAL EXPENDITURES $ 4,382,520 $ 744,237 $ 1,924,480 $ 2,925,527 $ 9,976,763 $ 823,623 $ 10,800,386 EXCESS (DEFICIENCY) OF REVENUE OVER EXPENDITURES $ 475,461 $ 566,016 $ (384,374) $ (2,639,295) $ (1,982,192) $ 33,589 $ (1,948,603) OTHER FINANCING SOURCES (USES): Proceeds from the sale of bonds $ - $ - $ 283,621 $ 4,082,355 $ 4,365,976 $ - $ 4,365,976 Operating transfers in 3,500 - 60,100 1,647,492 1,711,092 321,143 2,032,235 Operating transfers out (130,400) (496,809) - (779,245) (1,406,454) (321,143) (1,727,597) TOTAL OTHER SOURCES (USES) $ (126,900) $ (496,809) $ 343,721 $ 4,950,602 $ 4,670,614 $ - $ 4,670,614 EXCESS (DEFICIENCY) OF REVENUE AND OTHER FINANCING SOURCES OVER EXPENDITURES AND OTHER FINANCING USES $ 348,561 $ 69,207 $ (40,653) $ 2,311,307 $ 2,688,422 $ 33,589 $ 2,722,011 BEGINNING FUND BALANCE 1,583,357 1,362,379 5,482,909 (622,275) 7,806,370 790,743 8,597,113 Prior period adjustment (2,937) (489) 2,529 1,521,799 1,520,902 - 1,520,902 BEGINNING FUND BALANCE, as restated 1,580,420 1,361,890 5,485,438 899,524 9,327,272 790,743 10,118,015 RESIDUAL EQUITY TRANSFERS IN (OUT) - 6,597 604,986 (964,346) (352,764) 247,149 (105,615) ENDING FUND BALANCE $ 1,928,981 $ 1,437,694 $ 6,049,770 $ 2,246,485• $ 11,662,930 $ 1,071,481 $ 12,734,411 d) 4- Q)C a) Orn a)a) 1 L Wa) d) (uL,,� �+-_ >% a L- C C = O .0 U = L L L O O 6 a) - 0 - U O C C to C c -0 a) a) L a) «. +Z a) a) 4-. 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O M M n 0 rtW Q. 3 3 t Q� O k W O N=3 -h rt 0) (� m y M m O 00 m Co N W m CD (Q m (fl C CD =rj Q CYC C 1Ta tD (p C C M(fl - , N -+ v M � O O ` � 3O (O n.�+0 0 O C N �_f�D C � -n < ? �aoQ (DC CL v �'��� a te cu Q(OD N 0.O � O O0h(Q (D �� v� N 3� 0 N O Cl) ?aC� 0 n 3 3 7 (p n , _ 0 p (D =rO 3 30 = �-O �ON � (D !y � M s3 N -<. ,�.,.MQO Q� Iv . - cc O = 0 0 O Q Q CL y� ,r (n 0 -a ��• M : -0 � � �� o ,+ O a (D� 3� < (p am :3 CL n 0 v m W aC )=r0 r =v' � 0C Cu o M C=+ - o a O : 3 - 0 0 W FD 0 CA C- a W N :r (-p n 5.0 -ti .- .....� 7� ;V 17' (Q W N '' M 0 (D O CITY OF ROSEMOUNT, MINNESOTA COMBINED STATEMENT OF REVENUE, EXPENDITURES AND CHANGES IN FUND BALANCES ALL FUND TYPES, ACCOUNT GROUPS AND DISCRETELY PRESENTED COMPONENT UNITS YEAR ENDED DECEMBER 31,1999 TOTAL TOTAL PRIMARY COMPONENT REPORTING ALL GOVERNMENTAL FUND TYPES GOVERNMENT UNIT ENTITY SPECIAL DEBT CAPITAL (MEMORANDUM (PORT (MEMORANDUM GENERAL REVENUE SERVICE PROJECTS (ONLY) AUTHORITY) ONLY) REVENUE: General property taxes $ 2,626,865 $ 860,800 $ 600,119 $ $ 4,087,784 $ 292,427 $ 4,380,211 Municipal state aid (MSA) 580,055 87,090 667,145 - 667,145 Tax increments - 449,519 449,519 Licenses and permits 623,463 - 623,463 - 623,463 Intergovernmental 1,318,131 12,959 1,331,090 - 1,331,090 Charges for services 486,379 111,835 - 598,214 - 598,214 Fines and forfeitures 91,441 - - 91,441 91,441 Special assessments - 66,154 3,352,676 260,265 3,679,095 3,679,095 Interest earnings 85,005 80,891 288,895 124,789 579,580 203,923 783,503 Net increase (decrease) in the fair value of investments (31,095) (23,544) (27,021) (81,660) (9,938) (91,598) Miscellaneous 271,466 285.345 284,699 841,510 130,052 971,562 TOTAL REVENUE $ 5,471,655 $ 1,974,495 $ 4,301,760 $ 669,753 $ 12,417,663 $ 1,065,982 $ 13,483,645 EXPENDITURES: Current: General government $ 1,137,113 $ 23,230 $ $ $ 1,160,343 $ 79,495 $ 1,239,838 Public safety 1,495,469 - 1,495,469 - 1,495,469 Public works 1,598,280 6,614,487 8,212,767 8,212,767 Park and recreation 628,144 - - 628,144 628,144 Lease Payments - 171,547 171,547 - 171,547 Capital outlay 635,516 635,516 71,712 707,228 Other - 214,263 214,263 214,263 Debt service: Redemption of bonds 1,285,000 - 1,285,000 455,000 1 ,740,000 Interest on bonds 884,371 884,371 404,254 1,288,625 Fiscal agent fees - - 4,495 4,495 1,801 6,296 TOTAL EXPENDITURES $ 4,859,006 $ 830,293 $ 2,173,866 $ 6,828,750 3 14,691,915 $ 1,012,261 $ 15,704,177 EXCESS OF REVENUE OVER EXPENDITURES $ 612,649 $ 1,144,202 $ 2.127,893 $ (6,158,997) $ (2,274,253) $ 53,721 $ (2,220,532) OTHER FINANCING SOURCES (USES): Proceeds from the sale of bonds $ - $ - $ 451,189 $ 7,592,846 $ 8,044,035 $ $ 8,044,035 Operating transfers in 3,500 60,100 833,029 896,629 311,644 1,208,273 Operating transfers out - (643,893) (123,871) (767,764) (131,716) (899,480) TOTAL OTHER SOURCES (USES) $ 3,500 $ (643,893) $ 511,289 $ 8.302,005 $ 8,172,901 $ 179,928 $ 8,352,828 EXCESS (DEFICIENCY) OF REVENUE AND OTHER FINANCING SOURCES OVER EXPENDITURES AND OTHER FINANCING USES $ 616,149 $ 500,308 $ 2,639,181 $ 2,143,009 $ 5,898,647 $ 233,649 $ 6,132,296 BEGINNING FUND BALANCE 2,438,384 1,810,948 7,567,127 1,654,565 13,471,024 3,694,978 17,166,002 RESIDUAL EQUITY TRANSFERS IN (OUT) - (167,787) 991,877 (824,090) - - ENDING FUND BALANCE $ 3,054,533 $ 2,143,468 $ 11,198,187 $ 2,973,487 $ 19,369,671 $ 3,928,628 $ 23,298,298 H 2 8 0 V W W C es J 0 O Z a W � z to tu 4 m C m � J C U Q C C � a . � � n i e 7li6iq�{nM 0 � PS2'S 1N( � ,e � y �� y �.�� e env , 8 o2'{ f: N �.� � 7iJ o"i_t%t' t /p 6 , � ' Q' � J � Q N eV � � � � .t e i p 5 O •"! ^ l7 W O � � em b < 10 In � N � OI Y In 10 W W ^ ^ " $ " ^ " " " ^ ^ THE AUTHORITY HAS AUTHORIZED SPRINGSTED INCORPORATED TO 'NEGOTIATE THIS ISSUE ON ITS BEHALF. PROPOSALS WILL BE RECEIVED ON THE FOLLOWING W t ,— � imp p p p e(, � , iD O O • 17 n m p e 8 ,em, BASIS: °ZK O fV 10 Pl� mef> M _ p, O O f0 Oj O N P� ,Pp ' t0 Ifj p, � yj f pp p ~ TERMS OF PROPOSAL ' W ° mmpp�pp, e�p eer, m m m m $1,750,000 z �J ^f NO A �N. � �V�' Y eNy p p p m e.�lp 1 008 "�� N � ROSEMOUNT PORT AUTHORITY, MINNESOTA GENERAL OBLIGATION BONDS, SERIES 2000B W ~ au Z0 aN �S chi i5.m (BOOK ENTRY ONLY) . y °. CVO° o " Q =01� e l Proposals for the Bonds will be received on Tuesday, August 15, 2000, until 11:00 A.M., ^ ^ ^ Central Time, at the offices of Springsted Incorporated, 85 East Seventh Place, Suite 100, Saint ` ` n Paul, Minnesota, after which time they will be opened and tabulated. Consideration for award W of the Bonds will be by the Authority Board of Commissioners at 6:00 P.M., Central Time, of the s Z s " s .... , ... �, o same day. a - SUBMISSION OF PROPOSALS 4 , . , , , Proposals may be submitted in a sealed envelope or by fax (651) 223 -3002 to Springsted. o W W e a Signed Proposals, without final price or coupons, may be submitted to Springsted prior to the time of sale. The bidder shall be responsible for submitting to Springsted the final Proposal W , , price and coupons, by telephone (651) 223 - 3000 or fax (651) 223 -3002 for inclusion in the submitted Proposal. Springsted will assume no liability for the inability of the bidder to reach d W Springsted prior to the time of sale specified above. All bidders are advised that each Proposal " shall be deemed to constitute a contract between the bidder and the Authority to purchase the J >$ • . , , , , Bonds regardless of the manner of the Proposal submitted. tu " 6 N DETAILS OF THE BONDS W . R • The Bonds will be dated September 1, 2000, as the date of original issue, and will bear interest W $ payable on February 1 and August 1 of each year, commencing August 1, 2001. Interest will ° m �° " m be computed on the basis of a 360 -day year of twelve 30 -day months. z r,, _ The Bonds will mature February 1 in the years and amounts as follows: Z g= W W " A O C , A O 0 , ff N O $ . r . b N Of W n n G x 2002: $110,000 2006 $170,000 2009 $200,000 2003 $150,000 2007 $180,000 2010 $210,000 2004 $155,000 2008 $190,000 2011 $220,000 4 A C tC O � tp m� � • i T O. Q Y 2005 $165,000 � lu BOOK ENTRY SYSTEM " ~ N The Bonds will be issued by means of a book entry system with no physical distribution of Bonds made to the public. The Bonds will be issued in fully registered form and one Bond, representing the aggregate principal amount of the Bonds maturing in each year, will be g d registered in the name of Cede & Co. as nominee of The Depository Trust Company ( "DTC "), d m m a 3 W 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 = $ s W ° ° ° ° w " the Bonds. Transfer of principal and interest payments to participants of DTC will be the t � p J o `s Z Y C P O O Y U C C W J W _ _ s m responsibility of DTC transfer of principal and interest payments to beneficial owners by 1 W s a o ; = participants will be the responsibility of such participants and other nominees of beneficial o a s owners. The purchaser, as a condition of delivery of the Bonds, will be required to deposit the Bonds with DTC. IV-4 -v- c m ° m 0 aCD �C ° Q) CD = c o 2) cD 3 o 'er c v 0 CD m 3 3 O O (D 0 Q = CD O n' Q " (D (D Q Q v -ti O - n (D N° Q Q O O O ° 0 v 0 In o Cl) v -, °'N O C � � �,,� ° a' ° o @ - v � � ; o - 1 y o D �G . r . ► C a fn O O C -�. - (D -. n O to (D (D O n to =; _ �. C CID n 3 � 0 C L (D 3,< n =0 (D W Q-a mecum 3 O' 3 v a C _0 03 `G `G C= `� 3 r«0) (n O 0 o o c �° ai -�' m �° ° a �cn° 0 �' g m a) m� c o v �� o o _ .-f O . 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O (D (Q -• 0 (D (D � Q ° � O � v :n -p (D ° c �,_, nF ,,�� -°0 3 �°� v°o,-° Q�3 0 �� o _n_n3 m �°, t��� N co �'m m v.° CA o v � _� a Cr ° c ° o 0 3 ° 'n ° i W ( = : vN 5' 3 0 rn 0 a, o Cr CD o (n Q. � N p ^* (D n ^ N-* O h --h n n rt ? =n Q '.i .O-O. q 0 O n C O �-_ 0_ - V .0 `C O O ?0 O - -.(p tD •0" ? n O C O O(n-, �(D 2%3 -1(ACD - n �(n�A):3 CDQ)V03'W (D� ��3= v0(D (D CITY OF ROSEMOUNT, MINNESOTA COMBINED BALANCE SHEET ALL FUND TYPES, ACCOUNT GROUPS AND "DISCRETELY PRESENTED COMPONENT UNITS DECEMBER 31,1998 X M G) LIABILITIES: Accounts payable Compensated absences payable Accrued expenditures Accrued interest Contracts payable Due to other funds Deposits payable Deferred revenue Capital leases payable Bonds payable TOTAL LIABILITIES EQUITY AND OTHER CREDITS: Investment in general fixed assets Contributed capital Retained earnings Fund balancer Reserved for capital projects Reserved for special projects Reserved for debt service Reserved for encumbrances Unreserved - designated for working capital Unreserved - undesignated TOTAL EQUITY AND OTHER CREDITS TOTAL LIABILITIES, EQUITY AND OTHEI< CREDITS $ 181,161 S 550 $ 0 $ 71,249 $ 11,562 $ PROPRIETARY FIDUCIARY $ 0 S 0 $ TOTAL 667 $ TOTAL 0 GOVERNMENTAL FUND TYPES 0 FUND TYPES FUND TYPE ACCOUNT GROUPS PRIMARY COMPONENT REPORTING 322,478 359,243 0 359,243 42,445 0 0 0 GENERAL GENERAL GOVERNMENT UNIT ENTITY 53,100 0- SPECIAL DEBT CAPITAL 0 INTERNAL 77,692 FIXED LONG -TERM (MEMORANDUM PORT (MEMORANDUM 0 GENERAL REVENUE SERVICE PROJECTS ENTERPRISE SERVICE AGENCY ASSETS DEBT ONLY) AUTHORITY ONLY ASSETS AND OTHER DEBTS 0 0 0 288,743 0 0 0 0 0 288,743 0 288,743 ASSETS: 0 0 0 0 0 0 0 0 34,640 5,215 39,855 38,497 Cash and investments $ 2,439,786 $ 1,806,743 $ 7,192,724 $ 2,258,841 $ 6,347,696 $ 307,392 $ 33,845 $ 0 $ 0 $ 20,387;026 S 1,338,854 $ 21,725,880 Investment with fiscal agent 0 0 0 0 0 0 0 0 0 0 2,335,545 2,335,545 Accounts receivable 0 4,724 3,949 0 460,129 28,429 0 0 0 497,231 0 497,231 Property taxes receivable 275,472 0 0 0 0 0 0 0 0 275,472 10,689 286,161 Special assessments receivable 555 80,999 3,306,372 0- 228,428 0 0 0 0 3,616,355 126,459 3,742,814 Due from other funds 0 0 0 288,743 0 0 0 0 0 288,743 0 288,743 Due from other governments 19,314 0 0 0 50,434 0 0 0 0 69,748 0 69,748 Prepaid items 0 0 0 0 71,703 131,060 0 0 0 202,764 4,573 207,336 Notes receivable 0 0 0 0 0 0 0 0 0 0 1,413,432 1,413,432 Net fixed assets 0 0 0 0 47,939,081 0 0 10,872,961 0 58,812,042 284,615 59.096,657 OTHER DEBITS: 136,643 0 0 0 0 0 0 0 0 136,643 0 136,643 Amount available in debt service funds 0 0 0 0 0 0 0 0 7,567,127 7,567,127 3,444,084 11,011,211 Amount to be provided for debt retirement 0 0 0 0 0 0 0 0 12,5 96,722 12,596,722 1,625,916 14,222,638 TOTAL ASSETS AND OTHER DEBITS $ 2,735,127 $ 1,892,466 S 10,503,045 $ 2,547,584 $ 55,097,470 $ 466,882 $ 33,845 _$ 10,872,961_ $ 20,163,849 1 04,313,229 $ 10,584,167 $ 114,897,396 W LIABILITIES, EQUITY AND OTHER CREDITS LIABILITIES: Accounts payable Compensated absences payable Accrued expenditures Accrued interest Contracts payable Due to other funds Deposits payable Deferred revenue Capital leases payable Bonds payable TOTAL LIABILITIES EQUITY AND OTHER CREDITS: Investment in general fixed assets Contributed capital Retained earnings Fund balancer Reserved for capital projects Reserved for special projects Reserved for debt service Reserved for encumbrances Unreserved - designated for working capital Unreserved - undesignated TOTAL EQUITY AND OTHER CREDITS TOTAL LIABILITIES, EQUITY AND OTHEI< CREDITS $ 181,161 S 550 $ 0 $ 71,249 $ 11,562 $ 0 $ 33,845 $ 0 S 0 $ 298,368 $ 667 $ 299,034 0 0 0 0 36,765 0 0 0 322,478 359,243 0 359,243 42,445 0 0 0 10,655 0 0 0 0 53,100 0- 53,100 0 0 0 0 77,692 0 0 0 0 77,692 0 77,692 0 0 0 333,012 2,528 0 0 0 0 335,541 0 335,541 0 0 0 288,743 0 0 0 0 0 288,743 0 288,743 34,640 0 0 0 0 0 0 0 0 34,640 5,215 39,855 38,497 80,967 2,935,917 200,015 224,658 0 0 0 0 3,480,054 1,528,691 5,008,746 0 0 0 0 0 0 0 0 751,371 751,371 0 751;371 0 0 0 0 5,952,726 0 0 0 19,090,000 25,042,726 5,070,000 30,112,726 $ 296,743 $ 81,517 $ 2,935,917 $ 893,019 $ 6,316,586 $ 0 $ 33,845 $ 0 $ 20,163,849 $ 30,721,477 $ 6,604,573 $ 37,326,051 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 10,872,961 $ 0 $ 10,872,961 $ 284,615 $ 11,157,576 0 0 0 0 40,616,433 0 0 0 0 40,616,433 0 40,616,433 0 0 0 0 8,164,450 466,882 0 0 0 8,631,332 0 8,631,332 0 0 0 2,045,623 0. 0 0 0 0 2,045,623 0 2,045,623 0 76,520 0 0 0 0 0 0 0 76,520 4,573 81,093 0 0 7,567,127 0 0 0 0 0 0 7,567,127 3,444,084 11,011,211 136,643 0 0 0 0 0 0 0 0 136,643 0 136,643 2,301,741 0 0 0 0 0 0 0 0 2,301,741 0 2,301,741 0 1,734,429 0 (391,058) 0 0 0 0 0 1,343,371 246,322 1,589,692 $ 2,438,384 $ 1,810,949 _ $ 7,567,127 $ 1,654,565 $ 48,780,883 $ 466,882 $ 0 $ 10,872,961 $ 0 $ 73,591,751 $ 3,694,978 $ 77,286,730 $ 2,735,127 $ 1,892,466 $ 10,503,045 $ 2,547,584 $ 55,097,470 $ 466,882 $ 33,845 $ 10,872 $ 20163, $ 104,3 13.:e29 $ 10,584,167 $ 114,897,396 a) O 0 9+ () c � j a) C l) 4- 1 _^ ++ L L 4-. c c .-. >%"o L a) L c c S O ff, a) N .0 ° O m O 1` O-C O C p_ c m C c 0 c - 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By awarding the Bonds to any ANNUAL FINANCIAL STATEMENTS underwriter or underwriting syndicate submitting a proposal therefor, the Authority agrees that, no more than seven business days after the date of such award, it shall provide without cost to The City is audited annually by an independent certified public accounting firm. Data shown on the senior managing underwriter of the syndicate to which the Bonds are awarded 70 copies of the following pages has been extracted from the annual audits for fiscal years ended the Official Statement and the addendum or addenda described above. The Authority December 31, 1999, 1998 and 1997. The audits for all years shown were prepared on the designates the senior managing underwriter of the syndicate to which the Bonds are awarded modified accrual basis of accounting for governmental funds, and the accrual basis of as its agent for purposes of distributing copies of the Final Official Statement to each accounting for proprietary funds. The reader should be aware that the complete audits may Participating Underwriter. Any underwriter delivering a proposal with respect to the Bonds agrees thereby that if its proposal is accepted by the Authority (i) it shall accept such contain additional information which may interpret, explain or modify the data presented herein. designation and (ii) it shall enter into a contractual relationship with all Participating The City's comprehensive annual financial report for the year ended 1998 was awarded the Underwriters of the Bonds for purposes of assuring the receipt by each such Participating Underwriter of the Final Official Statement. 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 Dated July 18, 2000 BY ORDER OF THE BOARD OF COMMISSIONERS is the highest form of recognition for excellence in state and local government financial reporting. /s/ Linda Jentink In order to be awarded a Certificate of Achievement, a government unit must publish an easily Executive Secretary 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 1999 CAFR to GFOA. - viii - IV -1 OFFICIAL STATEMENT $1,160,000 CITY OF ROSEMOUNT, MINNESOTA GENERAL OBLIGATION WATER REVENUE BONDS, SERIES 2000A $1,750,000 ROSEMOUNT PORT AUTHORITY, MINNESOTA GENERAL OBLIGATION BONDS, SERIES 2000B (BOOK ENTRY ONLY) INTRODUCTORY STATEMENT (This page was left blank intentionally.) This Official Statement contains certain information relating to the City of Rosemount, Minnesota (the "City ") and its issuance of $1,160,000 General Obligation Water Revenue Bonds, Series 2000A (the "Water Revenue Bonds "). This Official Statement also contains information relating to the Rosemount Port Authority, Minnesota (the "Authority ") and its issuance of $1,750,000 General Obligation Bonds, Series 20008 (the "Port Authority Bonds "). The 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 23 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 Resolution for the 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 in an undertaking (collectively the "Undertakings ") for the benefit of holders or beneficial owners of the Bonds to provide certain financial information and operating data relating to the City to certain information repositories annually, and to provide notices of the occurrence of certain events enumerated in the Rule to certain information repositories or the Municipal Securities Rulemaking Board and to any state information depository. The specific nature of the Undertakings, as well as the information to 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 -1 - N 0 "rl & p w 3 w � --1 W -1 (D a 0 �. N N 0 (D 3 w s CD 0 C Q ( w c _OO(CD -4 3 'a CD n ��cCD CD �O- �wNo00(D C CD U) -,� =o m M 3- 0_.3�� vcn n w O O C7 6� rt Q ( `< Q)j -G (D 0 CD 1 Z CD 0 (D 0.m O m 0 "900 � y - � O g — CD c n < : 0 C Q�cn� v'+OOVQ -V70wo O a CD -0 CD o 30OO 3m3Z03w� =� n w =r po 'N Cr� 0 5 �v`< O o N rn m vn nCDoa(0 ur mo n 0)m �n� (°(° m w �� N -I CD —=r - ' 0 � m (D nw� on: :r a) -0a)" n O�U N n O w a'= w � 3 C 0-0 C O O Cr n w w o �0C cnOowZ -0w0gw -7Ei•<<,�co 00 - ti -•v,* w W Q3�5 w CD 3 W CD tn' O 3 E C C -� O (D � w O� w "0 N a CD - c3D N (�D QO -tip cn 3 =3 O p mw m *Z(D caCD �' c ° � � Q 5CD O• mot° - • C , - h Z O m 3 C (nw c . w c j (a m C o E * 0 0 3 �~ (n�-< v��� N cn 0CD ON CD Q CD m CL o m o 0 0 0 o n >w CD '„ cD a c. -, O MZ v w Q �'� 3 c n : :r cn CD - CD CD m m� 3 0 o w N O W w (n - - O c� m w CD n En in (D 2 O C 3 r: (n O �-« Q .+ O O O M O O O CD O• C Z w CD `< ( 0 O f3 C CD `G O 0 n CD N (D 0 O- -� =- (D (D D w "+ w " N O 3 w cn ((n O m = -, - 0 C O S '' 0 - O 1 o = C C D �• ( O n 3 Q W, S W (D M 5 ,< O ? CL -0 CD cL C N fl O Q n N N ^� o= 3 (hcLO �3� m` m ow CCDw(n .�° N30w�� -4 � � w � o (D w -< =� rn 3 N a 'CD ( Net Tax Capacity Levy Year 1995 First $72,000 of EMV at 1.00 EMV 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 Net Tax Capacity Levy Year 1996 First $72,000 of EMV at 1.00% EVM in excess of $72,000 at 2.00% - h (D 4 0 CD 0 (D Q. N = N CN0'CD�(DQ CD o p 0 �-, rN+ U) 03 Q Qj(D 3 • 0 5. 0_0w r, n QN 4 a C 0 o " vmc o ° ow 0 � o Cn ��- - 0 �o O �5�mQm v cn Q CD (D 3' 3' N . 3 , �, N (D �� FD• 3 w 0 m (Do0`<ocO r " ago a- Q in 00 �aCD O �i 0 (D Q IOwC� 0 -� (( 7r (D <`-- -' � (D 0 O z5•cr 3 ' (D cD O fD -n CD 0) �Q-�� w O O (D o 0 X `� C_ cD 'O CD (D (n (n N O a) w n o 0 p (D ;O- Q N C (n cQ O (° O cQ O cn Cn -� C 0 ? O 0 3 ? (D (D S (D (D Net Tax Capacity Levy Year 1997 First $75,000 of EMV at 1.00% EMV in excess of $75,000 at 1.85% +n c o Cr C o 00 3 (D 0 3 (D 0 0 0 0 7 0 0) @ tD ")a- CD��r"CD(CDO m ( n� w 0 � -c, @ — cn -s K 7 0 (CD. CD (D 00 (D to E = m w `<(D = =r :3E C D w MU ° ° m( 0 O 3 c•, (D - O ?5� C a0 Uw -- pw M �•0 O O o — <� cD w 0 a O cD v N cOn (D �v m 7.m R I< � CD 9 S W C D CD CL v CD� (n 0 o =. 00 (a CL I-I w O M o � 0 0 0 - -Q Z ( a5.a C C Cr �� " �`° ^(D -o`, M W c - D (D'%v Cr C� a. ( 0 33ogwa530D�o C Z w (p .-� C 0 O C CA (D (n c O 0 a �� °(DO00 '<m 009COM8 --ow n (D 0 3 < a 0 0 wQw�o <(D sn (Q CL 0 CD v � rn •0 .-« �. �. cn 0 Co N C Q 3 a O n.� 0 =hO w n a CD cn _.M O-0 N O QZO -.o O 5 w (n (D O 0 - 0 w vwn�m�=3 =MCD m cr � ° 3 m E O CD O =• (OD a) C Cr CD _� (n m C(D (D (D �G fn 0 O 0 w N O Net Tax Capacity Levy Year 1998 ' First $75,000 of EMV at 1.00% EMV in excess of $75,000 at 1,70% 3.40 %; except certain cities of 3.40 %; except certain cities of 2.90 %; except certain cities of 2.50 %; except certain cities of 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 2.30% at 2.15 First $72,000 EMV of house, 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% First $72,000 EMV of house, 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% First $75,000 EMV of house, garage and 1 acre at 1.00% EMV in excess of $75,000 of house, garage and 1 acre at 1.85% First $75,000 EMV of house, garage and 1 acre at 1.00 % 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% First $100,000 of EMV at 3.00% EMV in excess of $100,000 at 4.60% Non - Commercial First $72,000 of EMV at 2,00 % EMV In excess of $72,000 at 2.50% Commercial - 2.30% 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% First $100,000 of EMV at 3.00% First $150,000 of EMV at 2.70% First $150,000 of EMV at 2.45% EMV in excess of $100,000 EMV in excess of $150,000 EMV in excess of $150,000 at 4.60% at 4.00 % at 3.50% Non - Commercial First $72,000 of EMV at 1,75 %0 EMV In excess of $72,000 at 2.50 % Commercial - 2.30% 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 1,40% EMV In excess of $75,000 at 2.50% Commercial - 2.10% N/A (All vacant land is reclassified to highest and best use pursuant to local zoning 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 t( highest and best use pursuant to local zoning ordinance Net Tax Capacity Levy Year 1999 First $76,000 of EMV at 1.00% EMV in excess of $76,000 at 1.65% 2.40 %; except certain cities of 5,000 population or less at 2.15% First $76,000 EMV of house, garage and 1 acre at 1.00% 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 $150,000 of EMV at 2.40% EMV in excess of $150,000 at 3.40% 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 includin (� g 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. 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 OTC'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. 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 111-4 -3- or voting rights to those Direct Participants to whose accounts the Obligations are credited on the record date (identified in a listing attached to the Omnibus Proxy). Principal and interest payments on the Obligations will be made to Cede & Co. or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts on the payable date in accordance with their respective holdings shown on DTC's records, unless DTC has reason to believe that it will not receive payment on the payable date. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC (nor its nominee), the Registrar, the City or the Authority, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Registrar, disbursement of such payments to Direct Participants is the responsibility of DTC, and disbursement of such payments to the Beneficial Owners is the responsibility of Direct and Indirect Participants. A Beneficial Owner shall give notice to elect to have its Obligations purchased or redeemed, through its Direct Participant, to the nominee holding the Obligations, and shall effect delivery of such Obligations by causing the Direct Participant to transfer the Direct Participant's interest in the Obligations, on DTC's records, to the nominee holding the Obligations. The requirement for physical delivery of the Obligations in connection with a purchase or redemption will be deemed satisfied when the ownership rights in the Obligations are transferred by the Direct Participants on DTC's records and followed by a book -entry credit of purchased or redeemed Obligations to the nominee holding the Obligations. DTC may discontinue providing its services as securities depository with respect to the Obligations at any time by giving reasonable notice to the Registrar. Under such circumstances, in the event that a successor securities depository is not obtained, certificates are required to be printed and delivered. The City or the Authority may decide to discontinue use of the system of book -entry transfers through DTC (or a successor securities depository). In that event, certificates will be printed and delivered. The information in this section concerning DTC and DTC's book -entry system has been obtained from sources that the City and the Authority believe to be reliable, but neither the City nor the Authority takes responsibility for the accuracy thereof. THE WATER REVENUE BONDS The Water Revenue Bonds are being issued pursuant to Minnesota Statutes, Chapters 444 and 475. The proceeds will be used to finance the costs of water system improvements within the City, specifically a new east side water tower. The composition of the Water Revenue Bonds is as follows: Net Project Costs Plus: Costs of Issuance Underwriter's Discount Total Water Revenue Bonds $1,128,800 16,700 14.500 $1,160,000 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. -4- 111 -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. Security and Financing The 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 water utility. The City covenants that it will charge rates sufficient for the operation and maintenance of the City's water utility, and to make debt service payments on the Water Revenue Bonds and on other outstanding general obligation bonds to which the net revenues of the water utility are also pledged, a listing of which is found on page 12 of this Official Statement. Net revenues of the City's water utility will 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 Water Revenue Bonds. THE PORT AUTHORITY BONDS Authority and Purpose The Port Authority Bonds are being issued pursuant to Minnesota Statutes, Chapter 475 and Minnesota Statutes, Section 469.060. The proceeds of the Port Authority Bonds will be used to finance street and utility improvements within the Rosemount Business Park. Additional information concerning the Authority can be found on page 23. The composition of the Port Authority Bonds is as follows: Project Costs $1,712,800 Plus: Issuance Costs 19,700 Underwriter's Discount 17.500 Total Series 2000B Bonds $1,750,000 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 2000 for collection in 2001. In addition, to the extent available, the City will use tax increment revenue for the repayment of the Port Authority Bonds. Annual tax collections and tax increment revenues, 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 The City may issue approximately $2 million of general obligation water revenue bonds in late 2000 to finance the installation of pipes to commercial properties, leading from the new water tower constructed with proceeds of the Water Revenue Bonds. III -2 -5- R w - - Or - w 5 0 0 0 0 90 5•95•-D 3 o a D 5 w< 0 0 y O < Z 3 m 0 7 o O O c o . 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Foreign Insurance Companies Foreign companies carrying on an insurance business in the United States are subject to a tax on income which is effectively connected with their conduct of any trade or business in the United States, including "net investment income." Net investment income includes tax - exempt interest such as interest on the Bonds. Branch Profits Tax (This page was left blank intentionally.) A foreign corporation is subject to a branch profits tax equal to 30% of the "dividend equivalent amount" for the taxable year. The "dividend equivalent amount" is the foreign corporation's "effectively connected earnings and profits adjusted for increase or decrease in "U.S. net equity." A branch's earnings and profits may include tax - exempt municipal bond interest, such as interest on the Bonds. Passive Investment Income of S Corporations Passive investment income, including interest on the Bonds, may be subject to federal income taxation under Section 1375 of the Code for an S corporation that has Subchapter C earnings and profits at the close of the taxable year if more than 25% of the gross receipts of such S corporation is passive investment income. Financial Institutions For federal income tax purposes, financial institutions are unable to deduct any portion of the interest expense allocable to the ownership of certain tax- exempt obligations acquired after August 7, 1986, including the Bonds but for the designation as Qualified Tax- Exempt Obligations below. See "Bank- Qualified Tax- Exempt Obligations" below. General The preceding is not a comprehensive list of all federal tax consequences which may arise from the receipt or accrual of interest on the Bonds. The receipt or accrual of interest on the Bonds may otherwise affect the federal income tax (or Minnesota income tax or franchise tax) liability of the recipient based on the particular taxes to which the recipient is subject and the particular tax status of other items of income or deductions. All prospective purchasers of the Bonds are advised to consult their own tax advisors as to the tax consequences of, or tax considerations for, purchasing or holding the Bonds. -7- BANK - QUALIFIED TAX- EXEMPT OBLIGATIONS The City and the Authority will designate the Bonds as "qualified tax - exempt obligations" for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended, relating to the ability of financial institutions to deduct from income for federal income tax purposes, interest expense that is allocable to carrying and acquiring tax - exempt obligations. "Qualified tax - exempt obligations" are treated as acquired by a financial institution before August 8, 1986. Interest allocable to such obligations remains subject to the 20% disallowance under prior law. RATINGS Applications for ratings of the Bonds have been made to Moody's Investors Service ( "Moody's "), 99 Church Street, New York, New York. If ratings are assigned, they will reflect only the opinion of Moody's. Any explanation of the significance of the ratings may be obtained only from Moody's. There is no assurance that ratings, if assigned, will continue for any given period of time, or that such ratings will not be revised or withdrawn, if in the judgment of Moody's, circumstances so warrant. A revision or withdrawal of the ratings may have an adverse effect on the market price of the Bonds. FINANCIAL ADVISOR The City and the Authority have retained Springsted Incorporated, Public Finance Advisors, of St. Paul, Minnesota, as financial advisor (the "Financial Advisor") in connection with the issuance of the Bonds. In preparing the Official Statement, the Financial Advisor has relied upon governmental officials, and other sources, who have access to relevant data to provide accurate information for the Official Statement, and the Financial Advisor has not been engaged, nor has it undertaken, to independently verify the accuracy of such information. The Financial Advisor is not a public accounting firm and has not been engaged by the City 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. _g- EXHIBIT A Bloomberg Municipal Repository P.O Box 840 Princeton, NJ 08542 -0840 Phone: 609- 279 -3225 Fax: 609- 279 -5962 Email: munisCbloomberg.com DPC Data Inc. One Executive Drive Fort Lee, NJ 07024 Phone: 201- 346 -0701 Fax: 201- 947 -0107 Email: nrmsir @dpcdata.com Interactive Data Attn: Repository 100 William 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 I1 -15 CITY PROPERTY VALUES Date: 2000 1999 Indicated Market Value of Taxable Property: $790,358,830` Calculated by dividing the county assessor's estimated market value of $729,501,200 by the 1998 ROSEMOUNT PORT AUTHORITY, MINNESOTA sales ratio of 92.3% for the City as determined by the State Department of Revenue. (1999 sales ratios are not yet available.) By Its 1999 Taxable Net Tax Capacity: $11,918,341 1999 Net Tax Capacity $12,577,186 Less: Captured Tax Increment Tax Capacity (541,614) Contribution to Fiscal Disparities (1,471,268) By Plus: Distribution from Fiscal Disparities 1,354,037 Its 1999 Taxable Net Tax Capacity $11,918,341 CITY OF ROSEMOUNT, MINNESOTA 1999 Taxable Net Tax Capacity by Class of Property Commercial /Industrial, Public Utility and By Personal Property $ 4,425,759 * 37.1% Its Residential Homestead 6,990,616 58.7 Apartments 267,391 2.2 Agricultural 210,306 1.8 Railroad 24,269 0.2 By Its Total $11,918,341 100.0 % Reflects adjustments for fiscal disparities and captured tax increment tax capacity. Trend of Values Indicated Estimated Taxable Tax Market Value Market Value Capacity(b) 1999 $790,358,830 $729,501,200 $11,918,341 1998 712, 653,413 657,779,100 10,638,961 (c) 1997 674,816,358 618,806,600 10,816,39001 1996 616, 711, 605 568, 608,100 11, 022, 093 1995 575, 875, 083 522, 318,700 10,252, 645 (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 /// 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 Ill. II -14 -9- Ten of the Largest Taxpayers in the City Taxpayer Type of Business Great Northern Oil Co. /Koch Refining Oil Refinery Northern States Power Utility Bigos- Rosemount LLC (Cannon Equipment) Manufacturing CF Industries, Inc. ( Cenex) Fertilizer Triangle Warehouse Inc. Trucking/Warehouse Continental Nitrogen & 11 -1 -92 Resources Corp. Fertilizer Blending & Plant Food Limerick Way LLC Townhouses Rosemount Properties LLC Retail Shopping Center Greif Brothers Cooperage Manufacturing Utilicorp United Inc. 7 -1 -96 (People's Natural Gas) Gas Company Total 1,515,000 * Represents 31 % of the City's 1999 taxable net tax capacity. CITY INDEBTEDNESS Legal Debt Limit 1999 Net Tax Capacity $2,473,860 467,092 140,192 116,295 102,044 93,102 91,202 83,541 80,678 71,536 $3,719,542 Debt Limit (2% of Estimated Market Value) $14,590,024 Less: Outstanding Debt Subject to Limit (2,605,000 Legal Debt Margin at July 2, 2000 $11,985,024 General Obligation Debt Supported by Taxes* -10- 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 w 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. 11 -13 Principal Date Original Final Outstanding of Issue Amount Purpose Maturity As of 7 -2 -00 11 -1 -92 $1,080,000 Community Center 2 -1 -2013 $ 825,000 8 -1 -93 845,000 Municipal Building Refunding 2 -1 -2002 265,000 7 -1 -96 1,780,000 Fire Station 2 -1 -2016 1,515,000 Total $2,605,000 These issues are subject to the statutory debt limit. -10- 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 w 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. 11 -13 General Obligation Debt Supported Primarily by Special Assessments 8. Giving of a notice of optional or unscheduled redemption of any Bonds. 9. Defeasances. 10. Release, substitution or sale of property securing repayment of the Bonds. 11. Rating changes. B. Whenever an event listed in Section S.A. above has occurred, the Issuer shall as soon as possible determine if such event would constitute material information for holders of Bonds. If knowledge of the Occurrence would be material, the Issuer shall promptly file a notice of such Occurrence with each National Repository or the MSRB and the State Depository, if any. C. The Issuer agrees to provide or cause to be provided, in a timely manner, each National Repository or the MSRB and 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 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 11 -12 General Obligation Port Authority Debt Principal Date Original Final Outstanding Principal Date Original $ 255,000(a) final Outstanding of Issue Amount Purpose Maturity As of 7 -2 -00 6 -1 -91 $1,180,000 Local Improvements 2 -1 -2002 $ 230,000 12 -1 -91 265,000 Local Improvements 2 -1 -2003 75,000 9 -1 -92 895,000 Local Improvements 2 -1 -2004 255,000 11 -1 -92 1,470,000 Local Improvements 2 -1 -2004 580,000 8 -1 -93 555,000 Local Improvements 2 -1 -2005 250,000 8 -1 -93 1,415, 000 Improvement Refunding ' 2 -1 -2001 135,000 ' 8 -1 -94 1,605,000 Local Improvements 2 -1 -2006 1,055,000 8 -1 -95 1,900,000 Local Improvements 2 -1 -2007 1,050,000 7 -1 -97 2,800,000 Local Improvements 2 -1 -2009 2,465,000 12 -1 -97 1,595,000 Local Improvements 2 -1 -2009 1,405,000 4 -1 -98 2,010,000 Local Improvements 2 -1 -2009 1,770,000 9 -1 -98 2,805,000 Local Improvements 2 -1 -2010 2,805,000 12 -1 -98 880,000 Local Improvements 2 -1 -2005 880,000 7 -1 -99 3,715,000 Local Improvements 2 -1 -2011 3,715,000 10 -1 -99 4,395,000 Local Improvements 2 -1 -2011 4,395,000 Total $21,065,000 General Obligation Port Authority Debt -11 Principal Date Original Final Outstanding of Issue Amount Purpose Maturity As of 7 -2 -00 11 -1 -92 $3,425,000 Municipal Building 2 -1 -2003 $ 255,000(a) 11 -1 -93 580,000 Land Purchase for Business Park (Taxable) 2 -1 -2009 420,000(b) 8 -1 -94 1,630,000 Business Park Street and Utility Improvements 2 -1 -2011 1,310,000(b) 4 -1 -98 2,405,000 Municipal Building Refunding 2 -1 -2018 2,405,000(x) 9 -1 -00 1,750,000 Business Park Infrastructure Improvements (the Port Authority Bonds) 2 -1 -2011 1,750,000 Total $6,140,000 (a) Debt service payments on these issues are made from a combination of user fees from the municipal multi purpose arena, and certain special tax and general fund levies. (b) These issues are being repaid from a combination of tax increment revenues, ad valorem tax levies and land sales. (c) This issue is being repaid from a combination of tax increment revenues and ad valorem tax levies. -11 General Obligation Debt Supported by Revenues Date Original of Issue Amount 9 -1 -92 $1,525,000 8 -1 -93 945,000 8 -1 -94 335,000 8 -1 -94 700,000 7 -1 -96 1,035,000 7 -1 -96 500,000 10 -1 -99 855,000 9 -1 -00 1,160,000 Total Purpose Storm Water Revenue Water Revenue Refunding Storm Water Revenue State Aid Street Bonds Storm Water Revenue Water Revenue Storm Water Revenue Water Revenue (the Water Revenue Bonds) Annual Calendar Year Debt Service Including These Issues (a) 63% of this debt will be retired within ten years. (b) 98% of this debt will be retired within ten years. -12- Final Maturity 2.1 -2008 2- 1.2005 2 -1 -2005 2 -1 -2004 2 -1 -2012 2 -1 -2005 2 -1 -2015 2 -1 -2016 Principal Outstanding As of 7 -2 -00 $ 995,000 630,000 170,000 315,000 880,000 330,000 855,000 1.160.000 $5,335,000 G.O. Debt Supported Primarily by Special Assessments G.O. Debt Supported Principal by Taxes $ 546,034.59 $ 2,245,000 Principal Year Principal & Interest 2000 (at 7 -2) (Paid) $ 73,418.00 2001 $ 240,000 381,276.00 2002 245,000 374,824.75 2003 120,000 240,718.50 2004 125,000 239,091.00 2005 130,000 237,047.25 2006 140,000 239,446.00 2007 145,000 236,318.50 2008 155,000 237,651.00 2009 165,000 238,271.00 2010 175,000 238,163.50 2011 185,000 237,313.50 2012 190,000 231,050.50 2013 205,000 234,095.00 2014 120,000 139,280.00 2015 130,000 141,935.00 2016 135.000 139,050.00 Total $2,605,000(a) $3,858,949.50 (a) 63% of this debt will be retired within ten years. (b) 98% of this debt will be retired within ten years. -12- Final Maturity 2.1 -2008 2- 1.2005 2 -1 -2005 2 -1 -2004 2 -1 -2012 2 -1 -2005 2 -1 -2015 2 -1 -2016 Principal Outstanding As of 7 -2 -00 $ 995,000 630,000 170,000 315,000 880,000 330,000 855,000 1.160.000 $5,335,000 G.O. Debt Supported Primarily by Special Assessments $21,065,000(b) $25,766,285.84 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. SECTION 5. Reporting of Significant Events A. This Section 5 shall govern the giving of notices of the occurrence of any of the following events with respect to the Bonds, if material: 1. Principal and interest payment delinquencies on the Bonds. 2. Non- payment related defaults. 3. Unscheduled draws on debt service reserves reflecting financial difficulties. 4. Unscheduled draws on credit enhancements reflecting financial difficulties. 5. Substitution of credit or liquidity providers or their failure to perform. 6. Adverse tax opinions or events affecting the tax exempt status of the Bonds. 7. Modifications to rights of holders of the Bonds. II -11 Principal Principal & Interest (Paid) $ 546,034.59 $ 2,245,000 3,154,310.00 2,965,000 3,758,833.75 2,820,000 3,484,831.25 2,790,000 3,328,146.25 2,595,000 3,011,128.75 2,195,000 2,501,658.75 1,495,000 1,716,310.00 1,345,000 1,500,826.25 1,340,000 1,433,087.50 760,000 803,415.00 515,000 527,703.75 $21,065,000(b) $25,766,285.84 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. SECTION 5. Reporting of Significant Events A. This Section 5 shall govern the giving of notices of the occurrence of any of the following events with respect to the Bonds, if material: 1. Principal and interest payment delinquencies on the Bonds. 2. Non- payment related defaults. 3. Unscheduled draws on debt service reserves reflecting financial difficulties. 4. Unscheduled draws on credit enhancements reflecting financial difficulties. 5. Substitution of credit or liquidity providers or their failure to perform. 6. Adverse tax opinions or events affecting the tax exempt status of the Bonds. 7. Modifications to rights of holders of the Bonds. II -11 Annual Calendar Year Debt Service Including These Issues (continued) Securities Exchange Act of 1934, as the same may be G.O. Debt Supported amended from time to time. G.O. Port Authority Debt by Revenues Principal Principal "State" shall mean the State of Minnesota. Year Principal & Interest Principal & Interest ( b) 2000 (at 7 -2) (Paid) $ 132,020.64 (Paid) 121,784.58 "State Depository" shall mean any public or 2001 $ 200,000 543,674.62 $ 470,000 732,568.33 private repository or entity designated by the State as 2002 330,000 667,022.53 535,000 778,502.50 a state depository for the purpose of the Rule. As of 2003 385,000 684,803.79 575,000 790,718.75 the date of this Disclosure Undertaking, there is no 2004 430,000 690,673.80 610,000 795,237.50 State Depository in Minnesota. 2005 455,000 693,106.30 555,000 709,887.50 2006 470,000 684,213.80 320,000 451, 842.50 SECTION 3. Provision of Annual Reports 2007 500,000 2008 530,000 688,849.42 691,606.29 340,000 360,000 454,085.00 455,035.00 2009 555,000 687,483.79 215,000 294,447.50 A. Beginning in connection with the Fiscal Year 2010 515,000 618,805.66 225,000 292,635.00 ending on December 31, 2000, the Issuer shall, or shall 2011 545,000 620,635.65 240,000 295,011.25 cause the Dissemination Agent to, as soon as possible, 2012 185,000 241,620.64 255,000 296,476.25 but in any event not later than December 31, 2001, and 2013 190,000 237,480.01 165,000 195,052.50 b December 31 of each Y year thereafter, provide to each 2014 155,000 194,070.63 175,000 195,882.50 Repository an Annual Report which is consistent with 5 160,000 201 201.5 170,000 191.,292.50 193,000.00 185,000 110,000 196,097.50 113,025.00 the requirements of Section 4 of this Disclosure 2017 180,000 194,117.50 Undertaking. 2018 185 ,000 189 B. If the Issuer is unable to provide to the Total $6,140,000(e) $8,844,241.32 $5,335,000(d) 7,168,289.16 Repositories an Annual Report by the date required in (a) subsection (a), the Issuer shall send a notice of such Includes the Port Authority Bonds at an assumed average annual interest rate of 5.50 %. delay and estimated date of delivery to each Repository (b) Includes the Water Revenue Bonds at an assumed average annual interest rate of 5.50%. or to the MSRB and to the State Depository, if any. (c) 71% of this debt will be retired within 10 years. (d) 79% of this debt will be retired within 10 years. 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 Lease - Purchase Agreements Issuer listed below as of the end of the preceding Fiscal Year. The Annual Report may be submitted to each Repository as a single The City has entered into alease- purchase agreement dated March 28, 1995 for the acquisition document or as separate documents comprising P p g a and may of various equipment and vehicles. The principal amount of the lease is $362,000, with cross- reference other information as provided in this D . s D isclosure. semiannual payments of $25,359. The final payment is due August 1, 2005. Undertaking. The City entered into a lease- purchase agreement dated May 15, 1996 for fire truck. The principal amount of the lease is $476,445 with annual payments of $64,896. Final payment will The following financial information and operating data shall be due June 1, 2006. 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" . 11 -10 -13- Summary of Direct Debt Including These Issues Gross Debt G.O. Debt Supported by Taxes Less: Debt Net Service Funds Direct Debt and Tax Increment $ 2,605,000 $ (163,860) $ 2,441,140 G.O. Debt Supported by Special 12, 287,134 2,090,818,016(e) 31,730,000(0 0.51 Assessments 21,065,000 (10,231,486) 10,833,514 G.O. Port Authority Debt 6,140,000 (894,598) 5,245,402 G.O. Debt Supported by Revenues 5,335,000 (909,414) 4,425,586 Debt service funds are as of June 30, 2000 and include money to pay both principal and interest. Indirect General Obligation Debt Taxing Unit Dakota County ISD 196 (Rosemount - Apple Valley- Eagan) ISD 199 (Inver Grove -Pine Bend) ISD 200 (Hastings) Metropolitan Council Metropolitan Transit Dist. 1999 Taxable Net Tax Capacity $ 302,859,720 112, 520,585 G.O. Debt As of 7- 2 -00 $ 43,515,000(c) 136,827,776(d) Debt Applicable to Tax Capacity in Cit Percent Amount 3.94% $ 1,714,491 8.98 12, 287,134 20,327,313 13,074,334 8.64 1,129,622 18,226,653 45,830,000 0.31 142,073 2,090,818,016(e) 31,730,000(0 0.51 161,823 1,858,305,144(e) 116,395,000 0.56 651,812 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 , 2000, prepared in connection with the Certificates. Total $16,086,956 (a) Only those units with debt outstanding are shown here, (b) Excludes debt supported by revenues and tax and aid anticipation debt. (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. (d) Excludes $21,985, 000 of annual appropriation lease revenue debt. (e1 1998 taxable net tax capacity, 1999 values are not yet available. (f1 Does not include outstanding general obligation debt supported by sewer revenues, 911 user fees or housing rental payments. k Debt Ratios Including These Issues G.O. Net G.O. Indirect & Direct Debt Net Direct Debt To 1999 Indicated Market Value ($790,358,830) 2.34% 4.38% Per Capita (14,500 - 2000 City Estimate) $1,277 $2,387 Excludes general obligation debt supported by revenues, state -aid street bonds and lease purchase agreements. "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 -14- II -9 CITY TAX RATES, LEVIES AND COLLECTIONS 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 $1,750,000 General Obligation Bonds, Series 2000B (the "Bonds "). The Bonds are being issued pursuant to a Resolution adopted on August 15, 2000 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 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 1i -8 Tax Capacity Rates 1999/00 For 1995/96 1996/97 1997/98 1998/99 Total Debt Onlv Dakota County 26.626% 25.721% 27.349 % 28.322% 27.247% -0- City of Rosemount(a) 36.055 35.627 40.428 41.710 39.335 7.752% ISD 196( 60.830 58.189 58.462 56.311 53.231 14.103 Special Districts(c) 5.108 4.995 5.797 6.702 6.455 1.023 Total 128.619% 124.532% 132.036% 133.045% 126.268% 22.878% (a) The City also has a 1999100 tax rate of 0.02142 % 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 1999100 tax rate of 0.11986% 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 IIQ. Tax Collections for the City -15- Net Collected During Collected Amount Collection Year As of 6 -30 -00 Levy /Collect of Levy Amount Percent Amount Percent 1999/00 $4,311,172 (In Process of Collection) 1998/99 4,106,202 $4,076,854 99.3% $4,096,468 99.8% 1997/98 4,049,166 4,018,588 99.2 4,039,470 99.8 1996/97 3,667,484 3,595,926 98.1 3,657,369 99.7 1995/96 3,457,595 3,430,125 99.2 3,455,847 99.9 The net levy excludes Homestead and Agricultural Credit Aid ( "HACA'9. The net levy is the basis for computing tax capacity rates. -15- FUNDS ON HAND As of June 30, 2000 Fund General Special Revenue Port Authority Debt Service: Tax and Tax Increment Supported Assessment Supported Port Authority Supported General Obligation Revenue Supported Construction Water, Sewer and Storm Water Arena Trust and Agency Total CITY INVESTMENTS Cash and Investments $ 1,941,016.84 1,698,842.77 509,493.36 163,860.02 10,231,485.94 894, 597.65 909,413.67 4,583,108.83 6,115,459.72 8,608.20 10,147.09 $27,066,034.09 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. -16- EXHIBIT A Bloomberg Municipal Repository P.O. Box 840 Princeton, NJ 08542 -0840 Phone: 609 -279 -3225 Fax: 609 -279- 5962 Email: munis @bloomberg.com DPC Data Inc. One Executive Drive Fort Lee, NJ 07024 Phone: 201- 346 -0701 Fax: 201- 947 -0107 Email: nrmsir @dpcdata.com Interactive Data Attn: Repository 100 William 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 11 -7 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. Collate ra lization 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 collateral ization level is 110 percent of the market value of principal and accrued interest. The City attempts to diversify its investments according to type and maturity. The portfolio, as much as possible, contains both short-term and long -term investments. The long -term portion of the portfolio, meaning longer than five years, may not exceed 35% of the total funds in the portfolio. This is done to reduce overall market risk of rates changing. As of June 30, 2000 the City had a total of $26,242,681 invested funds as follows: Type of Security Length of Investment Amount Invested as of 6 -30 -00 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 $17,516,282 3,662,000 950,720 3,953,615 160.064 $26,242,681 Date: 2000 GENERAL INFORMATION CONCERNING THE CITY CITY OF ROSEMOUNT, MINNESOTA 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 By a 1990 U.S. Census count of 8,622, a 69.6 % increase from the City's 1980 Census count Y of 5,083. As of January 2000, the City estimates the current population to be 14,500, a 68% Its increase over the 1990 Census. By Its 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 800 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. 1n 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. It -6 -17- Major Employers Employer Independent School District 196 Koch Refining Company Dakota County Technical College Intermediate School District 917 Genz Ryan Plumbing & Heating Greif Brothers Corporation Cannon Equipment Company Spectro Alloys Corp. Reese Enterprises Dakota County HRA City of Rosemount Rayfo Inc. CF Industries Utilicorp United Inc. (People's Natural Gas) Endres Processing Ltd. Continental Nitrogen & Resources Corp. Chemicals (a) Represents total employment, not just within the City of Rosemount. (b) Excludes over 960 part-time and seasonal employees. 40 Source: Minnesota Manufacturers Register, 9998 edition and survey of individual employers, July 2000. Labor Force Data Dakota County Minneapolis /St. Paul MSA Minnesota May 2000 Civilian Unemployment Labor Force Rate 216,839 1.8% 1,733,236 2.1 2,767,275 2.5 Mav 1999 Civilian Approximate Labor Force Number Product/Service of Employees Education 3,786(x) Crude Oil 720 Education 550 Education 360 Plumbing and Heating 175 Multiwall Bags 150 Manufacturing of Metal Parts 125 Aluminum Alloys 120 Weatherstripping 80 Government 72 Government 62(b) Industrial Refuse Containers 50 Warehousing /Freight Terminal 49 Natural Gas 47 Livestock Feed 42 Chemicals (a) Represents total employment, not just within the City of Rosemount. (b) Excludes over 960 part-time and seasonal employees. 40 Source: Minnesota Manufacturers Register, 9998 edition and survey of individual employers, July 2000. Labor Force Data Dakota County Minneapolis /St. Paul MSA Minnesota May 2000 Civilian Unemployment Labor Force Rate 216,839 1.8% 1,733,236 2.1 2,767,275 2.5 Mav 1999 Civilian Unemployment Labor Force Rate 210,097 1.6% 1,678,617 1.9 2,681,121 2.4 Source: Minnesota Department of Economic Security. 2000 data are preliminary. -18 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 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 ii -5 SECTION 5. Reporting of Significant Events A. This Section 5 shall govern the giving of notices of the occurrence of any of the following events with respect to the Bonds, if material: 1. Principal and interest payment delinquencies on the Bonds. 2. Non- payment related defaults. 3. Unscheduled draws on debt service reserves reflecting financial difficulties. 4. Unscheduled draws on credit enhancements reflecting financial difficulties. 5. Substitution of credit or liquidity providers or their failure to perform. 6. Adverse tax opinions or events affecting the tax exempt status of the Bonds. 7. Modifications to rights of holders of the Bonds. 8. Giving of a notice of optional or unscheduled redemption of any Bonds. 9. Defeasances. 10. Release, substitution or sale of property securing repayment of the Bonds. 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 holders of Bonds. If knowledge of the Occurrence would be material, the Issuer shall promptly file a notice of such Occurrence with each National Repository or the MSRB and the State Depository, if any. C. The Issuer agrees to provide or cause to be provided, in a timely manner, each National Repository or the MSRB and the State Depository, if any, ,notice of a failure by the Issuer to provide the Annual Reports described in Section 4. un 0 Building Permits Issued by the City Includes $17, 000, 000 for Koch Refining. Recent and Proposed Development New Sinale Family Homes Number Total Permits 194 Number Value 2000 (to 6 -30) 477 $27,520,492 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 1990 491 21, 921, 872 Includes $17, 000, 000 for Koch Refining. Recent and Proposed Development New Sinale Family Homes Number Value 194 $24,097,051 357 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, 341 184 16,682,775 In 1993, the Rosemount Port Authority purchased 80 acres of vacant land for a future business park near the historic center of Rosemount. In 1995, after a total investment of nearly $2.2 million, the first phase of road and utility improvements to the business park were completed. Two companies purchased a combined 16 acres in the business park and completed construction of new facilities in early 1997. Cannon Equipment Company constructed a 110,000 square foot office /manufacturing facility and Geometrix Company constructed a 10,000 square foot sheet metal manufacturing facility. The City also established this business park within a tax increment financing (TIF) district as a tool to assist new businesses locating at this site. In 1999, Geometrix added another 20,000 square feet to its facility. This year, the City is in the process of selling two parcels of land within the business park. On one parcel, a proposed 80,000 square foot facility would house a specialty printing company. On the other parcel, a proposed 71,000 square foot facility would house a quality custom cabinet/millwork business. The Port Authority continues to market the remaining acreage in the business park. During the period from 1994 through 1999, an average of over $33 million in new construction value has been added per year. During this same period the City added almost 1,200 single- family homes to its housing stock (an average of 198 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 first two projects in this development were a 15,000 square foot Walgreens Drug Store that opened in 1997 and a 10,000 square foot KinderCare daycare center that opened in 1998. Currently, a 6,000 square foot Goodyear tire company store is set to begin construction. Also, a proposed 100,000 square foot project would include an 80,000 square foot grocery store with 13,000 square feet of attached retail shops and a 7,000 square foot stand -alone retail /restaurant building. In addition, a proposed 42,000 square foot development would include a 10,000 square foot liquor store and 32,000 square feet of retail /restaurant buildings be added in a total of three phases. • Secure Mini Storage has completed a new 53,000 square -foot facility in Rosemount. -19 • Marcus Theaters completely renovated its 8- screen theater with all stadium -style seating. • The City is currently- in the process of looking at completing enhancements to its downtown. The first step would be a streetscape project that would include street, sidewalk and street light improvements. This step would be done in two phases, beginning in 2000 and ending in 2001. Some of the larger housing projects currently being developed or recently completed are as follows: Development/Develoner Shannon Meadows Addition Shannon Pond East/Hampton Development Corp. Geromine Pond /Heritage Development Co. Hawkins Pond /Basic Builders The Enclave /Pulte Homes Biscayne Pointe /Heritage Development Co. Wensmann 11 Addition / Wensmann Development Wensmann 12 Addition/ Wensmann Development Bloomfield /CMC Heartland Broback Park Rosemount Commons / Heritage Development Co. Shannon Pond South /Allen Homes Stonebridge 3r Addition /Carlson Brothers Oakridge Estates /M.W. Construction Financial Institutions The First State Bank of Rosemount and Rosemount National Bank are located in the City. As of December 31, 1998, the two banks reported combined deposits of $73,578,000. A branch facility of the Vermillion State Bank is also located in the City. Source: "McFadden Upper Midwest Financial Directory, " Spring 1999 edition. Education The major portion of the City is part of Independent School District 196, headquartered in Rosemount. The District's enrollment for the 1999/00 school year was approximately 27,540 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 3,786 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. In May 1999, the Dakota County Housing and Redevelopment Authority issued $4,600,000 of facility lease revenue bonds to finance the acquisition, construction and equipping of new classroom additions at four existing elementary school sites in the cities of Apple Valley, Eagan -20- 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 pacskage, 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 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. 11 -3 Units Units Built as Housing Approved of 7 -1 -00 Single Family 29 29 Single Family 73 70 Single Family/Twin Home 104 73 Single Family 69 69 Single Family 128 128 Single Family 97 90 Townhomes 98 94 Townhomes 44 44 Single Family/Townhome 264 27 Single Family 29 28 Townhomes 121 94 Single Family 47 21 Single family 8 3 Single Family 10 4 Financial Institutions The First State Bank of Rosemount and Rosemount National Bank are located in the City. As of December 31, 1998, the two banks reported combined deposits of $73,578,000. A branch facility of the Vermillion State Bank is also located in the City. Source: "McFadden Upper Midwest Financial Directory, " Spring 1999 edition. Education The major portion of the City is part of Independent School District 196, headquartered in Rosemount. The District's enrollment for the 1999/00 school year was approximately 27,540 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 3,786 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. In May 1999, the Dakota County Housing and Redevelopment Authority issued $4,600,000 of facility lease revenue bonds to finance the acquisition, construction and equipping of new classroom additions at four existing elementary school sites in the cities of Apple Valley, Eagan -20- 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 pacskage, 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 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. 11 -3 "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 , 2000, prepared in connection with the Certificates. "Owners" shall mean the registered holders and, if not the same, the beneficial owners of any Bond. "Participating Underwriter" shall mean any of the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds. "Repository" shall mean each National Repository and each State Depository. "Resolution" shall mean the resolution or resolutions adopted by the Governing Body of the Issuer providing for and authorizing the issuance of the Bonds. "Rule" shall mean Rule 15c2- 12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. "State" shall mean the State of Minnesota. "State Depository" shall mean any public or private repository or entity designated by the State as a state depository for the purpose of the Rule. As of the date of this Disclosure Undertaking, there is no State Depository in Minnesota SECTION 3. Provision of Annual Reports A. Beginning in connection with the Fiscal Year ending on December 31, 2000, the Issuer shall, or shall cause the Dissemination Agent to, as soon as possible, but in any event not later than December 31, 2001, and by December 31 of each year 11 -2 and Lakeville. The additional classrooms provide for continuing elementary student enrollment increases and special education student programs. Small portions of the City are located in Independent School District 199 (Inver Grove -Pine Bend) and Independent School District 200 (Hastings). The Dakota County Technical College is also located in the City. The Technical College, located on a 96 -acre site, opened in 1973. The Technical College has an enrollment of approximately 2,000 post - secondary students. In addition, the Technical College offers an extensive adult education program. GOVERNMENTAL ORGANIZATION AND SERVICES Organization Rosemount was established as a municipal corporation in 1858, and became a statutory City in 1974. The City has a Mayor - Council form of government, with the four Council members being elected to overlapping four -year terms of office. The present City Council is listed below. Expiration of Term Cathy E. Busho Mayor December 31, 2002 Ena Cisewski Council Member December 31, 2002 John Edwards Council Member December 31, 2002 Jeff Caspar Council Member December 31, 2000 Sheila Klassen Council Member December 31, 2000 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. Services Police protection for the City is provided by 15 full -time officers, six police reserves and two part-time community service officers. Fire protection is provided by 36 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 1,200,000 gallons pumped daily. The new -21 APPENDIX II water tower being constructed with proceeds of the Water Revenue Bonds will add 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 Fines 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, 1999, the City's contribution to PERA was $348,609. 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 $1,160,000 General Water Revenue Bonds, Series 2000A (the "Bonds "). The Bonds are being issued pursuant to a Resolution adopted on August 15, 2000 (the "Resolution "). Pursuant to the s 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. (The Balance of This Page Has Been Intentionally Left Blank) "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. -22- II -1 BRIGGS AND MORGAN 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 September, 2000. Professional Association General Fund Revenues: General Property Taxes Licenses and Permits Intergovernmental Charges for Services Fines and Forfeits Recreation Fees Miscellaneous Revenues Transfers In Total General Fund Revenues General Fund Expenditures: General Government Police Fire Public Works Parks and Recreation Transfer Out Total General Fund Expenditures Current General Fund Budget 1999 1999 Adopted Budget Actual $2,503,203 344,200 1,347,297 303,700 100,000 190,000 64,000 - 3,500 $4,855,900 $1,117,900 1,288,600 179,800 1,645,200 624,400 0 $4,855,900 THE PORT AUTHORITY $2,626,865 623,463 1,318,131 486,379 91,441 207,578 117,798 3,500 $5,475,155 $1,132,329 1,341,963 154,482 1,638,280 628,144 0 $4,895,198 2000 Adopted Budget $2,710,383 390,700 1,377,335 410, 300 100,000 195,900 70,200 3,500 $5,258,318 $1,292,518 1,366,300 192,400 1,713,100 694,000 0 $5,258,318 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. -6 -23- The current Port Authority Commissioners are listed below: Expiration of Term BRIGGS AND MORGAN John Edwards* Chair January 31, 2003 Jeff Caspar* Vice Chair January 31, 2004 Michael Baxter Treasurer January 31, 2002 Sheila Klassen* Commissioner January 31, 2004 Cami Zimmer Commissioner January 31, 2005 Cathy Busho* Commissioner January 31, 2006 Ena Cisewski* Commissioner January 31, 2001 * Ms. Cathy Busho is the City Mayor, Mr. Jeff Caspar, Ms. Ena Cisewski, Mc John Edwards,. and Ms. Sheila Klassen 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) -24- Based upon such examinations, and assuming the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such documents, and the accuracy of the statements of fact +, contained in such documents, and based upon present Minnesota and federal laws (which excludes any pending legislation which may have a retroactive effect on or before the date hereof) , regulations, rulings and decisions, it is our opinion that: (1) The proceedings show lawful authority for the issuance of the Bonds according to their terms under the Constitution and laws of the State of Minnesota now in force (2) The Bonds are valid and binding general obligations of the City of Rosemount (the "City ") and all of the taxable property within the City's jurisdiction is subject to the levy of an ad valorem tax to pay the same without limitation as to rate or amount; provided that the enforceability (but not the validity) of the Bonds and the pledge of taxes for the payment of the principal and interest thereon is subject to the exercise of judicial discretion in accordance with general principles of equity, to the constitutional powers of the United States of America and to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted. (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 1 -5 BRIGGS AND MORGAN W2200 First National Bank Building 332 Minnesota Street Saint Paul, MN 55101 -1396 Telephone 651- 223 -6600 Facsimile 651- 223 -6450 PROFESSIONAL ASSOCIATION WRITER'S DIRECT DIAL WRITER'S E -MAIL $1,750,000 GENERAL OBLIGATION BONDS, SERIES 2000B ROSEMOUNT PORT AUTHORITY DAKOTA COUNTY MINNESOTA We have acted as bond counsel in connection with the issuance by the Rosemount Port Authority, Dakota County, Minnesota (the "Issuer "), of its $1,750,000 General Obligation Bonds, Series 2000B, bearing a date of original issue of September 1, 2000 (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. MINNEAPOLIS OFFICE ■ IDS CENTER ■ WWW.BRIGGS.COM MEMBER - LEX MUNDI, A GLOBAL ASSOCIATION OF INDEPENDENT LAW FIRMS 1 -4 APPENDIX PROPOSED FORM OF LEGAL OPINIONS W2200 First National Bank Building 332 Minnesota Street BRIGGS AND MORGAN Saint Paul, MN 55101 -1396 Telephone 651 -223 -6600 Facsimile 651 - 223 -6450 PROFESSIONAL ASSOCIATION i WRITER'S DIRECT DIAL WRITER'S E -MAIL $1,160,000 GENERAL OBLIGATION WATER REVENUE BONDS, SERIES 2000A CITY OF ROSEMOUNT DAKOTA COUNTY MINNESOTA t f We have acted as bond counsel in connection with the issuance by the City of Rosemount, Dakota County, Minnesota (the "Issuer "), of its $1,160,000 General Obligation Water Revenue Bonds, Series 2000A, bearing a date of original issue of September 1, 2000 (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 1186500.1 MINNEAPOLIS OFFICE ■ IDC CENTER Z WWW.BRIGGS.COM MEMBER - LEX MUNDI, A GLOBAL ASSOCIATION OF INDEPENDENT LAW FIRMS -1 BRIGGS AND MORGAN originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such documents, and the accuracy of the statements of fact contained in such documents, and based upon present Minnesota and federal laws (which excludes any pending` legislation which may have a retroactive effect on or before the date hereof), regulations, rulings and decisions, it is our opinion that (1) The proceedings show lawful authority for the issuance of the Bonds according to their terms under the Constitution and laws of the State of Minnesota now in force. (2) The Bonds are valid and binding general obligations of the Issuer and all of the taxable property within the Issuer's jurisdiction is subject to the levy of an ad valorem tax to pay the same without limitation as to rate or amount; provided that the enforceability (but not the validity) of the Bonds, 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 1 -2 i i4 i 2000. BRIGGS AND MORGAN 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 September, Professional Association 1 -3 85 E. SEVENTH PLACE, SUITE 100 SAINT PAUL, MN 55101 -2887 651-223-3000 FAX: 651-223-3002 0 SPRINGSTED Public Finance Advisors $1,160,000 CITY OF ROSEMOUNT, MINNESOTA GENERAL OBLIGATION WATER REVENUE BONDS, SERIES 2000A (BOOK ENTRY ONLY) AWARD: WELLS FARGO BROKERAGE SERVICES, LLC SALE: August 15, 2000 Moody's Rating: A2 Interest Net Interest True Interest Bidder Rates Price Cost Rate WELLS FARGO BROKERAGE 4.40% 2002 $1,147,124.00 $570,322.46 5.1699% SERVICES, LLC 4.45% 2003 4.50% 2004 4.60% 2005 4.65% 2006 4.70% 2007 4.75% 2008 4.80% 2009 4.85% 2010 4.90% 2011 5,00% 2012 5.10% 2013 5.20% 2014 5.30% 2015 5.40% 2016 MORGAN STANLEY DEAN WITTER 4.60% 2002-2007 $1,145,500.00 $570,283.96 5.1745% PAINEWEBBER INCORPORATED 4.65% 2008 CIBC WORLD MARKETS 4.70% 2009 CRONIN & COMPANY, INCORPORATED 4.80% 2010 SALOMON SMITH BARNEY 5.00% 2011-2012 5.10% 2013 5.20% 2014 5.30% 2015 5.35% 2016 (Continued) SAINT PAUL, MN • MINNEAPOLIS, MN • MILWAUKEE, WI • OVERLAND PARK, KS • WASHINGTON, DC • DES MOINES, IA These Bonds are being reoffered at par BB 1: 5.51 % Average Maturity: 9.53 Years Interest Net Interest True Interest Bidder Rates Price Cost Rate JOHN G. KINNARD &COMPANY 4.40% 2002 $1,145,500.00 $570,832.40 5.1788% INCORPORATED 4.50% 2003 4.55% 2004 4.60% 2005 4.625% 2006 4.65% 2007 4.70% 2008 4.75 % 2009 4.80% 2010 4.90% 2011 5.00% 2012 5.10% 2013 5.20% 2014 5.30 % 2015 5.40% 2016 DAIN RAUSCHER INCORPORATED 4.50% 2002 $1,145,614.90 $571,225.00 5.1823 % 4.625 % 2003 -2008 4.70% 2009 4.85% 2010 4.90 % 2011 5.00% 2012 5.125% 2013 5.25% 2014 5.30% 2015 5.375% 2016 U.S. BANCORP PIPER JAFFRAY INC. 4.875% 2002 -2011 $1,145,500.00 $573,775.83 5.2156 % 5.00% 2012 5.10 % 2013 5.20% 2014 -2015 5.30% 2016 These Bonds are being reoffered at par BB 1: 5.51 % Average Maturity: 9.53 Years