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HomeMy WebLinkAbout9.a. Accept Bids and Award Sale - G.O. Improvement Bonds, Series 1999B CITY OF ROSEMOUNT EXECUTIVE SUMMARY FOR ACTlON CITY COUNCiL MEETING DATE: September21, 1999 AGENDA ITEM: Accept Bids and Award Sale - G.O. AGENDA SECTION: Improvement Bonds, Series 1999B Old Business PREPARED BY: Jeff May, Finance Director AGENDA � � , � � a:� ATTACHMENTS: Resolution and Official Statement APPROVED BY• At 12:00 P.M. Tuesday, September 21, 1999, sealed bids for G.O. Improvement Bonds, Series 1999B, will be opened and the results tabulated at the offices of Springsted Inc. A representative from Springsted Inc. 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 $4,395,000 G�NERAL OBLIGATION IMPROVEMENT BONDS, SERIES 1999B, PROVIDING FOR THEIR ISSUANCE AND LEVYING A TAX FOR THE PAYMENT THEREOF. COUNCIL ACTION: . CITY OF ROSEMOUNT DAKOTA COUNTY, MINNESOTA RESOLUTION 1999 - RESOLLTI'ION ACCEPTING OFFER ON THE SALE OF $4,395, 000 GENER.AL OBLIGATION IMPROVEMENT � BONDS, SERIES 1999B, PROVIDING FOR THEIR ISSUANCE AND LEVYING A TAX FOR THE PAYMENT THEREOF WHEREAS, the City Council of the City of Rosemount, Minnesota (the "City" ) , has heretofore determined and declared that it is necessary and expedient to issue $4, 395, 000 General Obligation Improvement Bonds, Series 1999B (the "Bonds" ) of the City, pursuant to Minnesota Statutes, Chapters 429 and 475, to finance the construction of various improvements in the City (the "Improvements"} ; and WHEREAS, the construction of the Improvements to be financed by the Bonds has heretofore been ordered; and WHEREAS, offers to purchase the Bonds were solicited on behalf of the City by Springsted Incorporated; and WHEREAS, it is in the best interests of the City that the Bonds be issued in book-entry form as hereinafter provided; and WHEREAS, the following offers were received, opened and recorded at the offices of Springsted Incorporated at 12 : 00 Noon, this same day: Bidder Interest Rate Net Interest Cost NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Rosemount, Minnesota, as follows : l . Acceptance of Offer. The offer of (the "Purchaser") , to purchase $4, 395, 000 General Obligation Improvement Bonds, Series 1999B of the City (the "Bonds" , or individually a "Bond") , in accordance with the terms of proposal, at the rates of in�erest hereinafter set forth, and to pay therefor the sum of $ , plus interest accrued to settlement, is hereby found, determined and declared to be the most favorable offer 1079040.1 RESOLUTION 1999 - received and is hereby accepted, and the Bonds are hereby awarded to said Purchaser. The Finance Director is directed to retain the deposit of said Purchaser and to forthwith return to the others making offers their good faith checks or drafts . 2 . Terms of Bonds (a) Title • Oriainal Issue Date• Denominations; Maturities : Term Bond Obtions. The Bonds shall be titled "General Obligation Improvement Bonds, Series 1999B" , shall be dated October 1, 1999, as the date of original issue and shall be issued forthwith on or after such date as fully registered bonds . The Bonds shall be numbered from R-1 upward in the denomination of $5, 000 each or in any integral multiple thereof of a single maturity (the "Authorized Denomination") . The Bonds shall mature on February 1 in the years and amounts as follows : Year Amount Year Amount 2002 $575, 000 2007 $225, 000 2003 600, 000 2008 240, 000 2004 625, 000 2009 250, 000 2005 655, 000 2010 265, 000 2006 685, 000 2011 275, 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 Entr,y 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 its successors to its functions hereunder (the "Depository" ) will act as securities depository for the Bonds, and to this end: (i) The Bonds shall be initially issued and, so long as they remain in book entry form only (the "Book Entry Only Period") , sha11 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. 1079040.1 2 RESOLUTION 1999 - (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 & CO. , as the nominee (it or any nominee of the existing or a successor Depository, the "Nominee") . (iii) With respect to the Bonds neither the City nor the Bond Registrar shall have any responsibility or obligation to any broker, dealer, bank, or any other financial institution for which the Depository holds Bonds as securities depository (the ��Participant") or the person for which a Participant holds an interest in the Bonds shown on the books and records of the Participant (the "Beneficial Owner") . Without limiting the - immediately preceding sentence, neither the City, nor the Bond Registrar, shall have any such responsibility or obligation with respect to (A) the accuracy of the records of the Depository, the Nominee or any Participant with respect to any ownership interest in the Bonds, or (B) the delivery to any Participant, any Owner or any other person, other than the Depository, of any notice with respect to the Bonds, including any notice of redemption, or (C) the payment to any Participant, any Beneficial Owner or any other person, other than the Depository, of any amount with respect to the principal of or premium, if any, or interest on the Bonds, or (D) the consent given or other action taken by the Depository as the Registered Holder of any Bonds (the "Holder" ) . For purposes of securing the vote or consent of any Holder under this Resolution, the City may, however, rely upon an omnibus proxy under which the Depository assigns its consenting or voting rights to certain Participants to whose accounts the Bonds are credited on the record date identified in a listing attached to the omnibus proxy. (iv) The City and the Bond Registrar may treat as and deem the Depository to be the absolute owner of the Bonds for the purpose of payment of the principal of and premium, if any, and interest on the Bonds, for the purpose of giving notices of redemption and other matters with respect to the Bonds, for the purpose of obtaining any consent or other action to be taken by Holders for the purpose of registering transfers with respect to such Bonds, and for all purposes whatsoever. The Bond Registrar, as paying agent hereunder, shall pay all principal of and premium, if any, and interest on the Bonds on�y to the Holder or the Holders of the Bonds as shown on the bond register, and all such payments shall be valid and effective to fully satisfy and discharge the City' s obligations with respect to the principal of and premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. 1079040.1 3 RESOLUTION 1999 - (v} Upon delivery by the Depository to the Bond Registrar of written notice to the effect that the Depository has determined to substitute a new Nominee in place of the existing Nominee, and subject to the transfer provisions in paragraph 10 hereof (with • respect to registration, transfer and exchange) references to the Nominee hereunder shall refer to such new Nominee. (vi) So long as any Bond is registered in the name of a Nominee, all payments with respect to the principal of and premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, by the Bond Registrar or City, as the case may be, to the Depository as provided in the Letter of Representations to the Depository required by the Depository as a condition to its acting as book- entry Depository for the Bonds (said Letter of Representations, together with any replacement thereof or amendment or substitute thereto, including any standard procedures or policies referenced therein or applicable thereto respecting the procedures and other matters relating to the Depository' s role as book-entry Depository for the Bonds, collec�ively 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 tYie Holders pursuant to this Resolution by the City or Bond Registrar with respect to any consent or other action to be taken by Holders, the Depository shall consider the date of receipt of notice requesting such consent or other action as the record date for such consent or other action; provided, that the City or the Bond Registrar may establish a special record date for such consent or other action. The City or the Bond Registrar shall, to the extent possible, give the Depository notice of such special record date not less than 15 calendar days in advance of such special record date. (ix) Any successor Bond Registrar in its written acceptance of its duties under this Resolution and any paying agency/bond registrar agreement, shall agree to take any actions necessary from time to time to comply with the requirements of the Letter of Representations . 1079040.1 4 RESOLUTION 1999 - (x} In the case of a partial prepayment of a Bond, the Holder may, in �ieu of surrendering the Bonds for a Bond of a lesser denomination as provided in paragraph 5 hereof (with respect to redemption) , make a notation of the reduction in principal amount ' on the panel provided on the Bond stating the amount so redeemed. (c) Termination of Book-Entry Onlv Svstem. Discontinuance of a particular Depository' s services and termination of the book- entry only system may be effected as follows : (i) The Depository may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the City and discharging its responsibilities with respect thereto under applicable law. The City may terminate the services of the Depository with respect to the Bonds if it determines that the Depository is no longer able to carry out its functions as securities depository or the continuation of the system of book-entry transfers through the Depository is not in the best interests of the City or the Beneficial Owners . (ii) Upon termination of the services of the Depository as provided in the preceding paragraph, and if no substitute securities depository willing to undertake the functions of the Depository hereunder can be found which, in the opinion of the City, is willing and able to assume such functions upon reasonable or customary terms, or if the City determines that it is in the best interests of �he City or the Beneficial Owners of the Bonds that the Beneficial Owners be able to obtain certificates for the Bonds, the Bonds shall no longer be registered as being registered in the bond register in the name of the Nominee, but may be registered in whatever name or names the Holder of the Bonds shall designate at that time, in accordance with paragraph 10 hereof (with respect to registration, transfer and exchange} . To the extent that the Beneficial Owners are designated as the transferee by the Holders, in accordance with paragraph 10 hereof (with respect to registration, transfer and exchange) , the Bonds will be delivered to the Beneficial Owners . (iii) Nothing in this subparagraph (c) shall limit or restrict the provisions of paragraph 10 hereof (with respect to registration, transfer and exchange) . (d) Letter of Representations . The provisions in the Letter of Representations are incorporated herein by reference and made a part of the resolution, and if and to the extent any such provisions are inconsistent with the other provisions of this 1079040.1 5 RESOLUTION 1999 - resolution, the provisions in the Letter of Representations shall control . 3 . Purpose. The Bonds shall provide funds to finance the costs ' of various improvements within the City (the "Improvements") . The total cost of the Improvements, which shall include all costs enumerated in Minnesota Statutes, Section 475 . 65, is estimated to be at least equal to the amount of the Bonds . Work on the Improvements shall proceed with due diligence to completion. The City covenants that it shall do all things and perform all acts required of it to assure that work on the Improvements proceed with due diligence to completion and that any and all permits and studies required under law for the Improvements are obtained. 4 . Interest . The Bonds shall bear interest payable semiannually on February 1 and August 1 of each year (each, an "Interest Payment Date") , commencing August l, 2000, 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 % 2007 % 2003 2008 2004 2009 2005 2010 2006 2011 5 . Redemption. Al1 Bonds maturing in the years 2007 through 2011, both inclusive, shall be subject to redemption and prepayment at the option of the City on February l, 2006, and on any date thereafter at a price of par plus accrued interest . Redemption may be in whole or in part of the Bonds subject to prepayment . If redemption is in part, the City shall determine the maturities and principal amounts within each maturity to be prepaid; and if only part of the Bonds having a common maturity date are called for prepayment, the specific Bonds to be prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions thereof called for redemption shall be due and payable on the redemption date, and interest thereon shall cease to accrue from and after the redemption date. Mailed notice of redemption shall be given to the paying agent and to each affected registered holder of the Bonds. , io�9oao.i 6 RESOLUTION 1999 - To effect a partial redemption of Bonds having a common maturity date, the Bond Registrar prior to giving notice of redemptzon 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 se�ected; provided, however, that only so much of the principal amount of each such Bond of a denomination of more than $5, 000 shall be redeemed as shall equal $5, 000 for each number assigned to it and so selected. If a Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar (with, if the District or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the District and Bond Registrar du�y executed by the holder thereof or his, her or its attorney duly authorized in writing) and the District shall execute (if necessary) and the Bond Registrar shall authenticate and deliver to the Holder of such Bond, without service charge, a new Bond or Bonds of the same series having the same stated maturity and interest rate and of any authorized denomination or denominations, as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered 6 . Bond Re�istrar. 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 shaZl be paid to the registered holders (or record holders) of the Bonds in the manner set forth in the form of Bond and paragraph 12 of this resolution (with respect to interest payment and record date) . 7 . Form of Bond. The Bonds, together with the Bond Registrar' s Certificate of Authentication, the form of Assignment and the registration information thereon, shall be in substantially the following form: 1079040.1 7 RESOLUTION 1999 - UNITED STATES OF AMERICA STATE OF MINNESOTA DAKOTA COUNTY CITY OF ROSEMOUNT R- $ GENERAL OBLIGATION 7MPROVEMENT BOND, SERIES 1999B INTEREST MATURITY DATE OF R.ATE DATE ORIGINAL ISSUE CUSIP October l, 1999 REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: DOLLARS KNOW ALL PERSONS BY THESE PRESENTS that the City of Rasemount, Dakota County, Minnesota (the "Issuer") , certifies that it is indebted and for value received promises to pay to the registered owner specified above, or registered assigns, in the manner hereinafter set forth, the principal amount specified above, on the maturity date specified above, unless called for earlier redemption, and to pay interest thereon semiannually on February 1 and August 1 of each year (each, an "Interest Payment Date") , commencing August l, 2000, 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 Firstar Bank of Milwaukee, N.A. , 1555 North RiverCentre Drive, Suite 301, Milwaukee, Wisconsin 53212, Attention: Corporate Trust Services, as agent for Firstar Bank, N.A. , in Saint Paul, Minnesota (the "Bond Registrar") , acting as paying agent, or any successor paying agent duly appointed by the Issuer. Interest on this Bond will be paid on each Interest Payment Date by check or draft mailed to the person in whose name this Bond is registered (the "Holder" or "Bondholder") on the registration books of the Issuer maintained by the Bond Registrar and at the address appearing thereon at the close of business on the fifteenth day of the calendar month next preceding such Interest Payment Date 1079040.1 8 RESOLUTION 1999 - (the "Regular Record Date") . Any interest not so timely paid shall cease� to be payable to the person who is the Holder hereof as of the Regular Record Date, and shall be payable to the person who is the Holder hereof at the close of business on a date (the ' "Special Record Date") fixed by the Bond Registrar whenever money becomes available for payment of the defaulted interest . Notice of the Special Record Date shall be given to Bondholders not less than ten days prior to the Special Record Date. The principal of and premium, if any, and interest on this Bond are payable in lawful money of the United States of America. So long as this Bond is registered in the name of the Depository or its Nominee as provided in the Resolution hereinafter described, and as those terms are defined therein, payment of princzpal of, premium, if any, and interest on this Bond and notice with respect thereto shall be made as provided in the Letter of Representations, as defined in the Resolution, and surrender of this Bond shall not be required for payment of the redemption price upon a partial redemption of this Bond. Until termination of the book-entry only system pursuant to the Resolution, Bonds may only be registered in the name of the Depository or its Nominee. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things required by the Constitution and laws of the State of Minnesota to be done, to happen and to be performed, precedent to and in the issuance of this Bond, have been done, have happened and have been performed, in regular and due form, time and manner as required by law, and that this Bond, together with all other • debts of the Issuer outstanding on the date of original issue hereof and the date of its issuance and delivery to the original purchaser, does not exceed any constitutional, or statutory limi�ation of indebtedness . IN WITNESS WHEREOF, the City of Rosemount, Dakota County, Minnesota, by its City Council has caused this Bond to be executed on its behalf by the facsimile signatures of its Mayor and its Clerk, the corporate seal of the Issuer having been intentionally omitted as permitted by law. 1079040.1 9 RESOLUTION 1999 - Date of Registration: Registrable by: FIRSTAR BANK, N.A. St . Paul, MN 55101 Payable at : FIRSTAR BANK OF MILWAUKEE 1555 No. RiverCentre Drive Suite 301 Milwaukee, WI 53212 Attn: Corporate Trust Services as agent for Firstar Bank, N.A. , St . Paul, Minnesota BOND REGTSTRAR' S CITY OF ROSEMOUNT, CERTIFICATE OF DAKOTA COUNTY, MINNESOTA AUTHENTICATION This Bond is one of the Bonds described in the js/ Facsimile Resolution mentioned Mayor within. js/ Facsimile FIRSTAR BANK, N.A. Clerk St . Paul, Minnesota Bond Registrar By Authorized Signature 1079040.1 �-� RESOLUTION 1999 - ON REVERSE OF BOND Redem�tion. All Bonds of this issue (the "Bonds") maturing in the years 2007 through 2011, both inclusive, are subject to redemption and prepayment at the option of the Issuer on February l, 2006, 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 Redem�tion. 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 sha11 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• Pur�ose • General Obliaation. This Bond is one of an issue in the total principal amount of $4, 395, 000, all of like 1079040.1 ' 1 1 RESOLUTION 1999 - date of original issue and tenor, except as to number, maturity, interest rate, denomination and redemption privilege, which Bond lias been issued pursuant to and in full conformity with the Constitution and laws of the State of Minnesota and pursuant to a resolution adopted by the City Council of the Issuer on September 21, 1999 (the "Resolution" ) , for the purpose of providing funds to finance the costs of various improvement projects within the jurisdiction of the Issuer. This Bond is payable out of the General Obligation Improvement Bonds, Series 1999B Fund of the Issuer. This Bond constitutes a general obligation of the Issuer, and to provide moneys for the prompt and full payment of its principal, premium, if any, and interest when the same become due, the full faith and credit and taxing powers of the Issuer have been and are hereby irrevocably pledged. Denominations • Exchange • Resolution. The Bonds are issuable solely as fully registered bonds in the Authorized Denominations (as defined in the Resolution) and are exchangeable for fully registered Bonds of other Authorized Denominations in equal aggregate principal amounts at the 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 hereaf to the Bond Registrar, all subject to the terms and conditions provided in the Resolution and to reasonable regulations of the Issuer contained in any agreement with the Bond Registrar. Thereupon the Issuer shall execute and the Bond Registrar shall authenticate and deliver, in exchange for this Bond, one or more new fully registered Bonds in the name of the transferee (but not registered in blank or to "bearer" or similar designation) , of an Authorized Denomination or Denominations, in aggregate principal amount equal to the principal amount of this Bond, of the same maturity and bearing interest a� the same rate. Fees u�on 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. 1079040.1 �-2 , RESOLUTION 1999 - Treatment of Registered Owners . The Issuer and Bond Registrar may treat the person in whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided (except as otherwise provided on the reverse side hereof � with respect to the Record Date) and for all other purposes, whether or not this Bond shall be overdue, and neither the Issuer nor the Bond Registrar shall be affected by notice �o the contrary. Authentication. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security unless the Certificate of Authentication hereon shall have been executed by the Bond Registrar. Qualified Tax-Exempt Obligation. This Bond has been design.ated by the Issuer as a "qualified tax-exempt obligation" for purposes of Section 265 (b) (3) of the Internal Revenue Code of 1986, as amended. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to applicable laws or regulations : TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UTMA - as custodian for (Cust) (Minor) under the Uniform (State) Transfers to Minors Act Additional abbreviations may also be used though not in the above list . , 1079040.1 1 3 RESOLUTION 1999 - ASSIGNMENT For value received, the undersigned hezeby sells, assigns and � transfers unto the within Bond and does hereby irrevocably constitute and appoint attorney to transfer the Bond on the books kept for the registration thereof, with full power of substitution in the premises. Dated: Notice: The assignor' s signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or any change whatever. Signature Guaranteed: Signature (s) must be guaranteed by a national bank or trust company or by a brokerage firm having a membership in one of the major stock exchanges or any other "Eligible Guarantor Institution" as defined in 17 CFR 240 . 17 Ad-15 (a) (2) . The Bond Registrar will not effect transfer of this Bond unless the information concerning the transferee requested below is provided. Name and Address : (Include information for all joint owners if the Bond is held by joint account. ) io�9o4o.i 1 4 RESOLUTION 1999 - [Use only for Bonds when they are Registered in Book Entry Only System] PREPAYMENT SCHEDULE This Bond has been prepaid in part on the date (s) and in the amount (s) as follows : Authorized Signature Date Amount of Holder Z079040.1 1 5 RESOLUTION 1999 - 8 . Execution• TemAorary Bonds. The Bonds shall be printed (or, at the request of the Purchaser, typewritten) executed on behalf of the City by the signatures of its Mayor and Clerk and be sealed with the seal of the City; provided, however, that the seal of the City may be a printed (or, at the request of the Purchaser, photocopied) facsimile; and provided further that both of such signatures may be printed (or, at the request of the Purchaser, photocopied) facsimiles and the corporate seal may be omitted on the Bonds as permitted by law. In the event of disability or resignation or other absence of either such officer, the Bonds may be signed by the manual or facsimile signature of that officer who may act on behalf of such absent or disabled officer. In case either such officer whose signature or facsimile of whose signature shall appear on the Bonds shall cease to be such officer before the delivery of the Bonds, such signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if he or she had remained in office until delivery. The City may elect to deliver, in lieu of printed definitive bonds, one or more typewritten temporary bonds in substantially the form set forth above, with such changes as may be necessary to reflect more than one maturity in a single temporary bond. Such temporary bonds may be executed with photocopied facsimile signatures of the Mayor and Clerk. Such temporary bonds shall, upon the printing of the definitive bonds and the execution thereof, be exchanged therefor and cancelled. 9 . Authentication. No Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under this resolution unless a Certificate of Authentication on such Bond, substantially in the form hereinabove set forth, shall have been duly executed by an authorized representative of the Bond Registrar. Certificates of Authentication on different Bonds need not be signed by the same person. The Bond Registrar shall authenticate the signatures of officers of the City on each Bond by execution of the Certificate of Authentication on the Bond and by inserting as the date of registration in the space provided the date on which the Bond is authenticated, except that for purposes of delivering the original Bonds to the Purchaser, the Bond Registrar shall insert as a date of registration the date of original issue, which date is October 1, 1999 . The Certificate of Authentication so executed on each Bond shall be conclusive evidence that it has been authenticated and delivered under this resolution. 10 . Registration• Transfer: Exchanae. 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 , 1079040.1 1 6 RESOLUTION 1999 - Transfers shall also be subject to reasonable regulations of the City contained in any agreement with the Bond Registrar, including regulations which permit the Bond Registrar to close its transfer books between record dates and payment dates. The Administrator is hereby authorized to negotiate and execute the terms of said agreement . 11 . Riq.hts U.pon Transfer or Exchanae. Each Bond delivered upon transfer of or in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond. 12 . Interest Payment • Record Date. Interest on any Bond shall be paid on each Interest Payment Date by check or draft mailed to the person in whose name the Bond is registered (the "Holder") on the registration books of the City maintained by the Bond Registrar and at the address appearing thereon at the close of business on the fifteenth (15th) day of the calendar month next preceding such Interest Payment Date (the "Regular Record Date") . Any such interest not so timely paid shall cease to be payable to the person who is the Holder thereof as of the Regular Record Date, and shall be payable to the person who is the Holder thereof at the close of business on a date (the "Special Record Date" ) fixed by the Bond Registrar whenever money becomes available for payment of the defaulted interest . Notice of the Special Record Date shall be given by the Bond Registrar to the Holders not less than ten (10) days prior to the Special Record Date . 13 . Tr�atment of Registered Owner. The City and Bond Registrar may treat the person in whose name any Bond is reg.istered as the owner of such Bond for the purpose of receiving payment of principal of and premium, if any, and interest (subject to the payment provisions in paragraph 12 above with respect to interest payment and record date) on, such Bond and for all other purposes whatsoever whether or not such Bond shall be overdue, and neither the City nor the Bond Registrar shall be affected by notice to the contrary. 14 . Deliver�• A��lication of Proceeds. The Bonds when so prepared and executed shall be delivered by the Finance Director to the Purchaser upon receipt of the purchase price, and the Purchaser shall not be obliged to see to the proper application thereof. ' 15 . Fund and Accounts . There is hereby created a special fund to be designated the "General Obligation Improvement Bonds, 1079040.1 Z 8 RESOLUTION 1999 - Series 1999B Fund" (the "Fund°) to be administered and maintained by the Finance Director as a bookkeeping account separate and apart from all other funds maintained in the official financial records of the City. The Fund shall be maintained in the manner herein specified until all of the Bonds and the interest thereon have been fully paid. There shall be maintained in the Fund two (2) separate accounts, to be designated the "Construction Account" and "Debt Service Account" , respectively. (i) Construction Account . To the Construction Account there shall be credited the proceeds of the sale of the Bonds, less accrued interest received thereon, less any amount pa�d for the Bands in excess of $4, 346, 655, and less capitalized interest in the amount of $272 , 893 (together with interest earnings thereon and subject to such other adjustments as are appropriate to provide sufficient funds to pay interest due August 1, 2000 through February 1, 2001) , plus any special assessments levied with respect to the Improvements and collected prior to completion of the Improvements and payment of the costs thereof. From the Construction Account there shall be paid all costs and expenses of making the Improvements listed in paragraph 16, including the cost of any construction contracts heretofore let and all other costs incurred and to be incurred of the kind authorized in Minnesota Statutes, Section 475 . 65; and the moneys in said account shall be used for no other purpose except as otherwise provided by law; provided that the proceeds of the Bonds may also be used to the extent necessary to pay interest on the Bonds due prior to the anticipated date of commencement of the collection of taxes or special assessments herein or hereafter levied or covenanted to be levied; and provided further that if upon completion of the Improvements there shall remain any unexpended balance in the Construction Account, the balance (other than any special assessments) may be transferred by the Council to the fund of any other improvement instituted pursuant to Minnesota Statutes, Chapter 429, and provided further that any special assessments credited to the Construction Account shall only be applied towards payment of the casts of the Improvements upon adoption of a resolution by the City Council determining that the application of the special assessments for such purpose will not cause the City to no longer be in compliance with Minnesota Statutes, Section 475 . 61, Subdivision 1 . (ii) Debt Service Account. There are hereby irrevocably appropriated and pledged to, and there shall be credited to, the Debt Service Account : (a) all collections of special assessments herein covenanted to be levied with respect to the Improvements and either initially credited to the Construction Account and not 1079040.1 1 9 RESOLUTION 1999 - already spent as permitted above and required to pay any principal and interest due on the Bonds or collected subsequent to the completion of the Improvements and payment of the costs thereof; (b) all accrued interest received upon delivery of the Bonds; (c) all funds paid for the Bonds in excess of $4 , 346, 655; (d) capitalized interest in the amount of $272, 893 (together with interest earnings thereon and subject to such other adjustments as are appropriate to provide sufficient funds to pay interest due August 1, 2000 through February l, 2001) ; (e} any collections of taxes herein or hereafter levied for the payment of the Bonds and interest thereon; {f) all funds remaining in the Construc�ion Account after completion of the Improvements and payment of the costs thereof, not so transferred to the account of another improvement; (g) all investment earnings on funds held in the Debt Service Account; and (h) any and all other moneys, which are properly available and are 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 �he 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 investmen.ts or to replace funds which were used directly or indirectly to acquire higher yielding investments, except (1) for a reasonable temporary period until such proceeds are needed for the purpose for which the Bonds were issued and (2) in addition to the above in an amount not greater than the lesser of five percent (5%) of the proceeds of the Bonds or $100, 000 . To this effect, any proceeds of the Bonds and any sums from time to time held in the Construction Account or the Debt Service Account (or any other City account which will be used to pay principal or interest to become due on the Bonds payable therefrom) , in excess of amounts which under then-applicable federal arbitrage regulations may be invested without regard to yield shall not be invested at a yield in excess of the applicable yield restrictions imposed by. said arbitrage regulations on such investments after taking into account any applicable "temporary periods" or "minor portion" made available under the federal arbitrage regulations . Money in the Fund shall not be invested in obligations or deposits issued by, guaranteed by or insured by the United States or any agency or instrumentality thereof if and to the extent that such inveStment would cause the Bonds to be "federally guaranteed" within the meaning of Section 149 (b) of the Internal Revenue Code of 1986, as amended (the "Code") . 1079040.1 2� RFsSOLUTION 1999 - 16 . Assessments. It is hereby determined that no less than twenty percent (20%) of the cost to the City of each Improvement financed hereunder within the meaning of Minnesota Statutes, Section 475 .58, Subdivision 1 (3) , shall be paid by special ' assessments to be levied against every assessable lot, piece and parcel of land benefitted by any of the Improvements . The City hereby covenants and agrees that it will let all construction contracts not heretofore let within one (1) year after ordering each Improvement financed hereunder unless the resolution ordering the Improvement specifies a different time limit for the letting of construction contracts . The City hereby further covenants and agrees that it will do and perform as soon as they may be done all acts and things necessary for the final and valid levy of such special assessments, and in the event that any such assessment be at any time held invalid with respect to any lot, piece or parcel of land due to any error, defect, or irregularity in any action or proceedings taken or to be taken by the City or the City Council or any of the City officers or employees, either in the making of the assessments or in the performance of any condition precedent thereto, the City and the City Council will forthwith do all further acts and take all further proceedings as may be required by law to make the assessments a valid and binding lien upon such property. The special assessments have heretofore been authorized. Subject to such adjustments as are required by conditions in existence at the time the assessments are levied, it is hereby determined that the assessments shall be payable with general taxes for the years shown below in equal, consecutive, annual installments of principal, and with interest on the declining balance of all such assessments at a rate per annum not greater than the maximum permitted by law and not less than % per annum: Improvement Collection Designation Amount Lev� Years Years Bloomfield $2, 000, 000 2000-2009 2001-2010 Rosemount Commons 901, 000 2000-2004 2001-2005 Biscayne Pointe 2nd 900, 000 2000-2004 2001-2005 Oakridge Estates 279, 000 2000-2004 200Z-2005 At �he time the assessments are in fact levied the City Council shall, based on the then-current estimated collections of the assessments, make any adjustments in any ad valorem taxes required to be levied in order to assure that the City continues to be in compliance with Minnesota Statutes, Section 475 . 61, Subdivision 1 . . 1079040.1 2 1 RESOLUTION 1999 - 17 . '�ax Lev�r• Coveraae Test . To provide moneys for payment of the principal and interest on the Bonds there is hereby levied upon all of the taxable property in the City a direct annual ad valorem tax which shall be spread upon the tax rolls and collected with and as part of other general property taxes in the City for the years and in the amounts as follows : Year of Tax Year of Tax Lew Collection Amount 2000 2001 2001 2002 2002 2003 2003 2004 2004 2005 2005 2006 2006 2007 2007 2008 2008 2009 2009 2010 The tax levies are such that if collected in full they, together with other revenues herein pledged for the payment of the Bonds, , will produce at least five percent (5%) in excess of the amount needed to meet when due the principal and interest payments on the Bonds . The tax levies shall be irrepealable so long as any of the Bonds are outstanding and unpaid, provided that the City reserves the right and power to reduce the levies in the manner and to the extent permitted by Minnesota Statutes, Section 475 . 61, Subdivision 3 . 18 . General Obligation Pledae. For the prompt and full payment of the principal and interest on the Bonds, as the same respectively become due, the full faith, credit and taxing powers of the City shall be and are hereby irrevocably pledged. If the balance in the Debt Service Account is ever insufficient to pay all principal and interest then due on the Bonds and any other bonds payable therefrom, the deficiency shall be promptly paid out of any other funds of the City which are available for such purpose, and such other funds may be reimbursed with or without interest from the Debt Service Account when a sufficient balance is available therein. 19 . Certificate of Reqistration. The Clerk is hereby directed to file a certified copy of this r�solution with the County Public Service and Revenues Division Director of Dakota County, Minnesota, together with such other information as he or she 1079040.1 2 2 RESOLUTION 1999 - shall require, and to obtain the County Public Service and Revenues Division Director' s certificate that the Bonds have been entered in the County Public Service and Revenues Division Director' s Bond Register, and the tax levy required by 1aw has � been made. 20 . Records and Certificates . The officers of the City are hereby authorized and directed to prepare and furnish to the Purchaser, and to the attorneys approving the legality of the issuance of the Bonds, certified copies of aIl proceedings and records of the City relating to the Bonds and to the financial condition and affairs of the City, and such other affidavits, certificates and information as are required to show the facts relating to the legality and marketability of the Bonds as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies, certificates and affidavits, including any heretofore furnished, shall be deemed representations of the City as to the facts recited therein. 21 . Negative Covenant as to Use of Proceeds and Improvements . The Gity hereby covenants not to use the proceeds of the Bonds or to use the Improvements, or to cause or permit them to be used, or to enter into any deferred payment arrangements for the cost of the Improvements, in such a manner as to cause the Bonds to be "private activity bonds" within the meaning of Sections 103 and 141 through 150 of the Code. 22 . Tax-Exempt Status of the Bonds : Rebate . The City shall comply with requirements necessary under the Code to establish and maintain the exclusion from gross income under Section 103 of the Code of the interest on the Bonds, including without limitation (1) requirements relating to temporary periods for investments, {2) limitations on amounts invested at a yield greater than the yield on the Bonds, and (3) the rebate of excess investment earnings to the United States . The Issuer expects to satisfy the 18-month expenditure exemption for gross proceeds of : the Bonds as provided in Section 1 . 148-7 (d) (1) of the Regulations . 23 . Designation of Oualified Tax-Exempt Obliaations . 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; 1079040.1 2 3 RESOLUTION 1999 - (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 1999 will not exceed $10, 000, 000; and (e) not more than $10, 000, 000 of obligations issued by the City during this calendar year 1999 have been designated for purposes ot Section 265 (b) (3) of the Code. The City shall use its best efforts to comply with any federal procedural requirements which may apply in order to effectuate the designation made by this paragraph. 24 . Defeasance. When all Bonds have been discharged as provided in this paragraph, all pledges, covenants and other rights granted by this resolution to the registered holders of the Bonds shall, to the extent permitted by law, cease. The City may discharge its obligations with respect to any Bonds which are due on any date by irrevocably depositing with the Bond Registrar on or before that date a sum sufficient for the payment thereof in full; or if any Bond should not be paid when due, it may nevertheless be discharged by depositing with the Bond Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such deposit . The City may also discharge its obligations with respect to any prepayable Bonds called for redemption on any date when they are prepayable according to their terms, by depositing. with the Bond Registrar on or before that date a sum sufficient for the payment thereof in full, provided that notice of redemption thereof has been duly given. The City may also at any time discharge its obligations with respect to any Bonds, subject to the provisions of law now or hereafter authorizing and regulating such action, by depositing irrevocably in escrow, with a suitable banking institution qualified by law as an escrow agent for this purpose, cash or securities described in Minnesota Statutes, Section 475 . 67, Subdivision 8, bearing interest payable at such times and at such rates and maturing on such dates as sha11 be required, subject to sale and/or reinvestment, to pay a11 amounts to become due thereon to maturity or, if notice of redemption as herein � 1079040.I 2 4 RESOLUTION 1999 - required has been duly provided for, to such earlier redemption date. 25 . Compliance with Reimbursement Bond Reaulations . 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 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°s 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 capitaZ 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. io�9oao.i 2 5 RESOLUTION 1999 - (c) The "reimbursement allocation" described in the Reimbursement Regulations for each Reimbursement Expenditure shall and will be made forthwith following (but not prior to) the issuance of the Bonds and in all events within the period ending ' on the date which is the later of 18 months after payment of the Reimbursement Expenditure or three years after the date on which the Project to which the Reimbursement Expenditure relates is first placed in service. (d) Each such reimbursement allocation will be made in a writing that evidences the City' s use of Bond proceeds to reimburse the Reimbursement Expenditure and, if made within 30 days after the Bonds are issued, shall be treated as made on the day the Bonds are issued. Provided, however, that the City may take action contrary to any of the foregoing covenants in this paragraph 25 upon receipt of an opinion of its Bond Counsel for the Bonds stating in effect that such action will not impair the tax-exempt status of the Bonds . 26 . Continuina Disclosure . (a) The City is the sole obligated person with respect to the Bonds . The City hereby agrees, in accordance with the provisions of Rule 15c2-12 (the "Rule") , promulgated by the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended, and a Continuing Disclosure Undertaking (the "Undertaking") hereinafter described to: (1) provide or cause to be provided to each nationally recognized municipal securities information repository ("NRMSIR" ) and to the appropriate state information depository ("SID") , if any, for the State of Minnesota, in each case as designated by the Commission in accordance with the Rule, certain annual financial information and operating data in accordance with the Undertaking. The City reserves the right to modify from time to time the terms of the Undertaking as provided therein. (2) Provide or cause to be provided, in a timely manner, to (i) each NRMSIR or to the Municipal Securities Rulemaking Board ("MSRB") and (ii) the SID, notice of the occurrence of certain material events with respect to the Bonds in accordance with the Undertaking. (3) Provide or cause to be provided, in a timely manner, to (i) each NRMSIR or to the MSRB and (ii) the SID, notice of a failure by the Issuer to provide the annual financial information with respect to the Issuer described in the Undertaking. 1079040.1 2 6 RESOLUTION I999 - (4) The City agrees that its covenants pursuant to the Rule set forth in this paragraph and in the Undertaking is intended to be for the benefit of the holders of the Bonds and shall be enforceable on behalf of such holders; provided that the right to � enforce the provisions of these covenants shall be limited to a right to obtain specific enforcement af the City' s obligations under the covenants . (b) The Mayor and Clerk of the City, or any other officer of the City authorized to act in their place, (the "Officers") are hereby authorized and directed to execute on behalf of the City the Undertaking in substantially the form presented to the City Council, subject to such modifications thereof or additions thereto as are (i) consistent with the requirements under the Rule, (ii) required by the purchaser of the Bonds and (iii) acceptable to the Officers . 27 . Severability. If any section, paragraph or provision of this resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this resolution. 28 . Headinas . 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 . ADOPTED this 21st day of September, 1999 . Cathy Busho, Mayor ATTEST: Susan M. Walsh, City Clerk Motion by: Seconded by: Voted in favor: Voted Against : � 1079040.1 2 7 RESOLUTION 1999 - STATE OF MINNESOTA COUNTY OF DAKOTA CITY OF ROSEMOUNT I, the undersigned, being the duly qualified and acting Clerk of the City of Rosemount, Minneso�a, DO HEREBY CERTIFY that I have compared the attached and foregoing extract of minutes with the original thereof on file in my office, and that the same is a full, true and complete transcript of the minutes of a meeting of the City Council of said City, duly called and held on the date therein indicated, insofar as such minutes relate to considering offers for, and awarding the sale of, $4, 395, 000 General Obligation Improvement Bonds, Series 1999B of said City. WITNESS my hand this day of , 1999, Clerk 1079040.1 2$ OFFICIAL STATEMENT DATED SEPTEMBER 8, 1999 Ratings: Requested from Moody's NEW ISSUES lnvestors Service In the opinion of Bnggs and Morgan,Professiona/Association. Bond Counsel, based on present federa/and Minnesota laws,regu/atrons, rulrngs and decrsions, at the time of their issuance and delrvery to the orrgrna/purchaser,interest o�the Bonds is exduded from gross income for purposes of Unifed Sfates income tax and is excluded,to the same extent,in computrng both gross income and taxable net income for purposes of State of Minnesota income tax(other than Minnesota franchise faxes measured by income and imposed on corporatrons and frnancral rnstitutions), and is not an�tem of tax preference for purposes of the federal alternative minimum tax imposed on indroiduals and corporations or the Minnesota alternative minimum tax applicable to individuals, estates or trusts;provided, however, that for the purpose of computing the federa!a/ternative minimum fax imposed on corporations, interest on the Bonds rs 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 wrth respect to ownership of the Bonds. See "�ax Exemption"herein. City of Rosemount, Minnesota $4,395,000 General Obligation Improvement Bonds, Series 1999B (the "Series 1999B Bonds") $855,000 General Obligation Storm Water Revenue Bonds, Series 1999C (the"Series 1999C Bonds") (collectively referred to as the"Bonds" or the "Issues") (Book Entry Only) Dated Date: October 1, 1999 Interest Due: Each February 1 and August 1, commencing August 1, 2000 The Series 7999B Bonds wi�l mature February 1 as follows: 2002 $575,000 2004 $625,000 2006 $685,000 2008 $240,000 2010 $265,000 2003 $600,000 2005 $655,000 2007 $225,000 2009 $250,000 2011 $275,000 The Series 1999C Bonds will mature February 1 as follows: 2001 $30,000 2004 $45,O�Q 2007 $55,000 2010 $60,000 2013 $70,000 2002 $45,000 2005 $50,000 2008 $55,000 2011 $65,000 2014 $75,000 2003 $45,000 2006 $50,000 2009 $60,000 2012 $70,000 2015 $80,000 Common to Both Issues The City may elect on February 1, 2006, and on any day thereafter, to prepay the Bonds due on or after February 1, 2007, at a price of par plus accrued interest. The Bonds will be general obligations of the City for which the City pledges its full faith and credit and power to levy direct general ad valorem taxes. In addition, the City will pledge special assessments against benefited property for payment of the Series 1999B Bonds, and net revenues of its storm water utility system for payment of the Series 1999C Bonds. 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 individuafs. A separate proposal for not less than the amounts shown below must be submitted for each Issue, along with a certifled or cashier's check or a Financial Surety Bond payable to the order of the City. 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(TtC). Minimum Bid Good Faith Deposit Series 19998 Bonds $4,346,655 $43,950 Series 1999C Bonds $844,740 $8,550 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. The City will pay for registration services. Certificates will be available for delivery at DTC within 40 days after award. PROPOSALS RECEIVED; September 21, 1999 (Tuesday) until 12:00 Noon, Central 7ime AWARD: September 21, 1999 (Tuesday) at 7:30 P.M., Central Time S P RIN G S T E D Further information may be obtained from SPRINGSTED Incorporated, Financial Advisor to the Issuer, 85 East Public Finance Advisors 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 City from time to time (collectively, the "Official Statement"), may be treated as an Official Statement with respect to the Bonds described herein that is deemed final as of the date hereof (or of any such supplement or correction) by the City, except for the omission of certain infiormation referred to in the succeeding paragraph. The Official Statement, when further supplemented by an addendum ar addenda specifying the maturity dates, principal amounts and interest rates of the Bonds, together with any other information required by law, shall constitute a "Finaf Official Statement" of the City with respect to the Bonds, 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 Bonds to any underwriter or underwriting syndicate submitting a Proposal therefor, the City agrees that, no more than seven business days after the date of such award, it sha11 provide without cost to the senior managing underwriter of the syndicate to which the Bonds 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 City designates the senior managing underwriter of the syndicate to which the Bonds are awarded as its agent for purposes of distributing copies of the Final Officiaf Statement to each Participating Underwriter. Any underwriter delivering a Proposa{ with respect to the Bonds agrees thereby that if its bid is accepted by the City (i) it shal! accept such designation and (ii) it shall enter into a contractual relationship with all Participating Underwriters of the Bonds for purposes of assuring the receipt by each such Participating Underwriter of the Final Official Statement. No dealer, broker, salesman or other person has been authorized by the City to give any information or to make any representations with respect to the Bonds, 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 City. Certain information contained in the Official Statement and the Final Official Statement may have been obtained from sources other than records of the City and, whife befieved to be � reliable, is not guaranteed as ta 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 CITY 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 ta the particular document, the full text of which may contain qualifications of and exceptions to statements made herein. Where full texts have not been included as appendices to the Official Statement or the Final Official Statement, they wilf be furnished on request. TABLE OF CONTENTS Pa e s $4,395,000 General Obligation improvement Bonds, Series 1999B Termsof Proposal ...................................................................................................... i-iv Scheduleof Bond Years ..........o................................................................................. v $855,000 General Obligation Storm Water Revenue Bonds, Series 1999C Termsof Proposal ...................................................................................................... vi-ix Scheduleof Bond Years ............................................................................................ x IntroductoryStatement ..................................................................................................... 1 ContinuingDisclosure....................................................................................................... 1 TheBonds................................................................................................................e....... 2-3 TheSeries 1999B Bonds.......................o.......................................................................... 4 TheSeries 1999C Bonds................................a................................................................. 4-5 FutureFinancing............................................................................................................... 5 Litigation...............................................e........................................................................... 5 Legality............................................................................................................................. 5 TaxExemption.................................................................................................................. 5-6 Other Federal Tax Considerations.................................................................................... 6-7 Bank-Qualified Tax-Exempt Obligations ........a.................................................................. 7 Year2000 Issues.............................................................................................................. 7 Ratings ............................................................................................................................. 8 FinancialAdvisor ................................o....................................,.......................,........,....... 8 Certification............................................................e.....................................................,.... 8 r City Property Values ......................................................................................................... 9-10 CityIndebtedness............................................................................................................. 10-14 City Tax Rates, Levies and Collections............................................................................. 15 Fundson Hand................................................................................................................. 16 Citylnvestments...................................................................................a......_.................... 16-17 General Information Concerning the City.......................................................................... 17-21 Governmental Organization and Services.............................................................a........... 21-22 Proposed Form of Legal Opinions .......................................................................... Appendix I Continuing Disclosure Undertakings ....................................................................... Appendix II Summary of Tax Levies, Payment Provisions, and Minnesota Real Property Valuation ...................................................................... Appendix III Annual Financial Statements .................e...............................................o................ Appendix IV ProposalForms ...................................................................................................... Inserted (This page was left blank intentionaily.) THE CITY HAS AUTHOR(ZED SPRINGSTED INCORPORATED TO NEGOTIATE THIS ISSUE ON ITS BEHALF. PROPOSALS WILL BE RECEIVED ON THE FOLLOWING BASIS: TERMS OF PROPOSAL $4,395,000 CITY OF ROSEMOUNT, MINNESOTA GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 1999B (BOOK ENTRY ONLY) Proposals for the Bonds wilf be received on Tuesday, September 21, 1999, until 12:00 Noon, Central Time, at the offices of Springsted Incorporated, 85 East Seventh Place, Suite 100, Saint Paul, Minnesota, after which time they will be opened and tabulated. Consideration for award of the Bonds will be by the City Council at 7:30 P.M., Central Time, of the same day. SUBMISSION OF PROPOSALS Proposals may be submitted in a sealed envelope or by fax (651) 223-3002 to Springsted. Signed Proposals, without final price or coupons, may be submitted to Springsted prior to the time of sale. The bidder shall be responsible for submitting to Springsted the final Proposal price and coupons, by telephone (651) 223-3000 or fax (651) 223-3002 for inclusion in the submitted Proposal. Springsted will assume no liability for the inability of the bidder to reach Springsted prior to the time of sale specified above. All bidders are advised that each Proposal shall be deemed to constitute a contract between the bidder and the City to purchase the Obligations regardless of the manner of the Proposa! submitted. DETAILS OF THE BONDS The Bonds will be dated October 1,1999, as the date of original issue, and will bear interest payable on February 1 and August 1 of each year, commencing August 1, 2000. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Bonds will mature February 1 in the years and amounts as follows: 2002 $575,000 2006 $685,000 2010 $265,000 2003 $600,000 2007 $225,000 2011 $275,000 2004 $625,000 2008 $240,000 2005 $655,000 2009 $250,000 BOOK ENTRY SYSTEM The Bonds will be issued by means of a book entry system with no physical distribution of Bonds made to the public. The Bonds will be issued in fully registered form and one Bond, representing the aggregate principal amount of the Bonds maturing in each year, will be registered in the name of Cede & Co. as nominee of The Depository Trust Company ("DTC"), New York, New York, which will act as securities depository of the Bonds. Individual purchases of the Bonds may be made in the principal amount of $5,000 or any multiple thereof of a single maturity fhrough book entries made on the books and records of DTC and its participants. Principal and interest are payable by the registrar to DTC or its nominee as registered owner of the Bonds. Transfer of principal and interest payments to participants of DTC will be the responsibility of DTC; transfer of principai and interest payments to beneficial owners by _ i _ participants will be the responsibility of such participants and other nominees of beneficial owners. The purchaser, as a condition of delivery of the Bonds, will be required to deposit the Bonds with DTC. REGISTRAR The City will name the registrar which shall be subject to applicable SEC regulations. The City will pay for the services of the registrar. ' OPTIONAL REDEMPTION The City may elect on February 1, 2006, and on any day thereafter, to prepay Bonds due on or after February 1, 2007. Redemption may be in whole or in part and if in part at the option of the City and in such manner as the City shall determine. If less than all Bonds of a maturity are called for redemption, the City will notify DTC of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. All prepayments shall be at a price of par plus accrued interest. SECURITY AND PURPOSE The Bonds will be general obVigations of the City for which the City will pledge its full faith and credit and power to levy direct general ad valorem taxes. In addition the City will pledge special assessments against benefited properties. The proceeds will be used to finance street and utility improvements in various parts of the City. TYPE OF PROPOSALS Proposals shall be for not less than $4,346,655 and accrued interest on the total principal amount of the Bonds. Proposals shall be accompanied by a Good Faith Deposit ("Deposit") in the form of a certified or cashier's check or a Financial Surety Bond in the amount of $43,950, payable to the order of the City. If a check is used, it must accompany the proposal. If a Financial Surety Bond is used, it must be from an insurance company ficensed to issue such a bond in the State of Minnesota, and preapproved by the City. Such bond must be submitted to Springsted Incorporated prior to the opening of the proposals. The Financial Surety Bond must � identifiy each underwriter whose Deposit is guaranteed by such Financial Surety Bond. If the ' Bonds are awarded to an underwriter using a Financial Surety Bond, then that purchaser is required to submit its Deposit to Springsted Incorporated in the form of a certified or cashier's check or wire transfer as instructed by Springsted Incorporated not later than 3:30 P.M., Central Time, on the next business day following the award. If such Deposit is not received by that time, the Financial Surety Bond may be drawn by the City to satisfy the Deposit requirement. The City will deposit the check of the purchaser, the amount of which will be deducted at settlement and no interest will accrue to the purchaser. In the event the purchaser fails to comply with the accepted proposal, said amount will be retained by the City. No proposal can be withdrawn or amended after the time set for receiving proposals unless the meeting of the City scheduled for award of the Bonds is adjourned, recessed, or continued to another date without award of the Bonds having been made. Rates shall be in integral muftiples of 5/100 or 1/8 of 1%. Rates must be in level or ascending order. Bonds of the same maturity shall bear a single rate from the date of the Bonds to the date of maturity. No conditional proposals will be accepted. AWARD The Obligations will be awarded on the baisis of the lowest interest rate to be determined on a ture interest cost (TlC) basis. The City's computation of the interest rate of each proposal, in accordance with customary practice, will be controlling. - ii - The City will reserve the right to: (i) waive non-substantive informalities of any proposal or of matters relating to the receipt of proposals and award of the Bonds, (ii) reject all proposals without cause, and, (iii) reject any proposal which the City determines to have failed to comply with the terms herein. BOND INSURANCE AT PURCHASER'S OPTION If the Bonds qualify for issuance of any policy of municipal bond insurance or commitment therefor at the option of the underwriter, the purchase of any such insurance policy or the issuance of any such commitment shalf be at the sole option and expense of the purchaser of the Bonds. Any increased costs of issuance of the Bonds resulting from such purchase of insurance shall be paid by the purchaser, except that, if the City has requested and received a rating on the Bonds from a rating agency, the City will pay that rating fee. Any other rating agency fees shall be the responsibility of the purchaser. Failure of the municipal bond insurer to issue the policy after Bonds have been awarded to the purchaser shall not constitute cause for failure or refusal by the purchaser to accept delivery on the Bonds. CUSlP NUMBERS If the Bonds qualify for assignment of CUSIP numbers such numbers will be printed on the Bonds, but neither the failure to print such numbers on any Bond nor any error with respect thereto will constitute cause for failure or refusal by the purchaser to accept delivery of the Bonds. The CUSIP Service Bureau charge for the assignment of CUSIP identification numbers shall be paid by the purchaser. SETTLEMENT i Within 40 days following the date of their award, the Bonds will be delivered without cost to the purchaser through DTC in New York, New York. Delivery will be subject to receipt by the purchaser of an approving legal opinion of Briggs and Morgan, Professional Association, of Saint Paul and Minneapolis, Minnesota, and of customary closing papers, including a no- litigation certificate. On the date of settlement, payment for the Bonds shall be made in federal, or equivalent, funds which shall be received at the offices of the City or its designee not later than 12:00 Noon, Central Time. Except as compliance with the terms of payment for the Bonds shall have been made impossible by action of the City, or its agents, the purchaser shall be liable to the City for any loss suffered by the City by reason of the purchaser's non-compliance with said terms for payment. CONTINUING DISCLOSURE On the date of actual issuance and delivery of the Bonds, the City will execute and deliver a Continuing Disclosure Undertaking (the "Undertaking") whereunder the City wilt covenant for the benefit of fhe owners of the Bonds to provide certain financial and other information about the City and notices of certain occurrences to information repositories as specified in and required by SEC Rule 15c2-12(b)(5). OFFICIAL STATEMENT The City has authorized the preparation of an Official Statement containing pertinent information relative to the Bonds, and said Official Statement will serve as a nearly-final Official Statement within the meaning of Rule 15c2-12 of the Securities and Exchange Commission. For copies of the Official Statement or for any additional information prior to sale, any prospective purchaser is referred to the Financial Advisor to the City, Springsted Incorporated, 85 East Seventh Place, Suite 100, Saint Paul, Minnesota 55101, telephone (651) 223-3000. - iii - The Official Statement, when further suppiemented by an addendum or addenda specifying the maturity dates, principal amounts and interest rates of the Bonds, together with any other information required by law, shall constitute a "Final Official Statement" of the City with respect to the Bonds, as that term is defined in Rule 15c2-12. By awarding the Bonds to any underwriter or underwriting syndicate submitting a proposal therefor, the City agrees that, no more than seven business days after the date of such award, it shall provide without cost to the , senior managing underwriter of the syndicate to which the Bonds are awarded 175 copies of the Official Statement and the addendum or addenda described above. The City designates the senior managing underwriter of the syndicate to which the Bonds are awarded as its agent for purposes of distributing copies of the Final Official Statement to each Participating Underwriter. Any underwriter delivering a proposal with respect to the Bonds agrees thereby that if its proposal is accepted by the City (i) it shall accept such designation and (ii) it shall enter into a contractual relationship with all Participating Underwriters of the Bonds for purposes of assuring the receipt by each such Participating Underwriter of the Final Officiat Statement. Dated August 25, 1999 BY ORDER OF THE CITY COUNCIL /s/ Susan M. Walsh City Clerk 08l17/99 10:06 AM � - IV - SCHEDULE OF BOND YEARS $4,395,000 CITY OF ROSEMOUNT, MINNESOTA GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 1999B Cumulative Year Principal Bond Years Bond Years 2002 $575,000 1 ,341 .6667 1 ,341 .6667 2003 $600,000 2,000.0000 3,341 .6667 2004 $625,000 2,708.3333 6,050.0000 2005 $655,000 3,493.3333 9,543.3333 2006 $685,000 4,338.3333 13,881 .6666 2007 $225,000 c 1 ,65d.0000 15,531 .6666 2008 $240,000 C 2,000.0000 17,531 .6666 2009 $250,000 c 2,333.3333 19,864.9999 2010 $265,000 c 2,738.3333 22,603.3332 2011 $275,000 c 3,11fi.6667 25,719.9999 Average Maturity: 5.85 Years i Bonds Dated: October 1 , 1999 Interest Due: August 1 , 2000 and each February 1 and August 1 to maturity. Principal Due: February 1 , 2002-2011 inclusive. Optional Call: Bonds maturing on or afiter February 1 , 2007 are callable commencing February 1 , 2006 and any date thereafter at par. (See Terms of Proposal. ) c; subject to optional call -v- (This page was left b(ank intentionaily.} THE CITY HAS AUTHORIZED SPRINGSTED INCORPORATED TO NEGOTIATE THIS ISSUE ON ITS BEHALF. PROPOSALS WILL BE RECEIVED ON THE FOLLOWING BASIS: TERMS OF PROPOSAL $855,000 CITY OF ROSEMOUNT, MINNESOTA GENERAL OBLIGATION STORM WATER REVENUE BONDS, SERIES 1999C (BOOK ENTRY ONLY) Proposals for the �onds will be received on Tuesday, September 21, 1999, untii 12:00 Noon, Central Time, at the offices of Springsted Incorporated, 85 East Seventh Place, Suite 100, Saint Paul, Minnesota, after which time they will be opened and tabulated. Consideration for award of the Bonds will be by the City Council at 7:30 P.M., Central Time, of the same day. SUBMISSION OF PROPOSALS Proposals may be submitted in a sealed envelope or by fax (651) 223-3002 to Springsted. Signed Proposals, without final price or coupons, may be submitted to Springsted prior to the time of sa1e. The bidder shall be responsible for submitting to Springsted the final Proposal 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 Springsted prior to the time of sale specified above. All bidders are advised that each Proposal shall be deemed to constitute a contract between the bidder and the City to purchase the Bonds regardless of the manner of the Proposal submitted. DETAILS OF THE BONDS The Bonds will be dated October 1, 1999, as the date of original issue, and will bear interest payable on February 1 and August 1 of each year, commencing August 1, 2000. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Bonds will mature February 1 in the years and amounts as follows: 2001 $30,000 2005 $50,000 2009 $60,000 2013 $70,000 2002 $45,000 2006 $50,000 2010 $60,000 2014 $75,000 2003 $45,0�0 2007 $55,000 2011 $65,000 2015 $80,000 2004 $45,000 2008 $55,000 2012 $70,000 BOOK ENTRY SYSTEM The Bonds will be issued by means of a book entry system with no physicaf distribution of Bonds made to the public. The Bonds wil( be issued in fully registered form and one Bond, representing the aggregate principal amount of the Bonds maturing in each year, will be registered in the name of Cede & Co. as nominee of The Depository Trust Company ("DTC"), New York, New York, which wili act as securities depository of the Bonds. Individual purchases of the Bonds may be made in the principal amount of $5,000 or any muftipfe thereof of a single maturity through book entries made on the books and records of DTC and its participants. Principal and interest are payable by the registrar to DTC or its nominee as registered owner of the Bonds. Transfer of principal and interest payments to participants of DTC will be the responsibility of DTC; transfer of principal and interest payments to beneficial owners by -vi- participants will be the responsibility of such participants and other nominees of beneficial owners. The purchaser, as a condition of delivery of the Bonds, will be required to deposit the Bonds with DTC. REGlSTRAR The City will name the registrar which shall be subject to applicable SEC regulations. The City will pay for the services of the registrar. OPTIONAL REDEMPTlON The City may elect on February 1, 2006, and on any day thereafter, to prepay Bonds due on or after February 1, 2007. Redemption may be in whole or in part and if in part at the option of the City and in such manner as the City shall determine. If less than all Bonds of a maturity are called for redemption, the City will notify DTC of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. All prepayments shall be at a price of par plus accrued interest. SECURITY AND PURPOSE The Bonds will be general obligations of the City for which the City will pledge its full faith and credit and power to levy direct general ad valorem taxes. In addition the City will pledge net revenues derived through its storm water utility. The proceeds wi(f be used to finance improvements to the storm water utility system. TYPE OF PROPOSALS Proposals shall be for not less than $844,740 and accrued interest on the total principal amount of the Bonds. Proposals sha(I be accompanied by a Good �aith Deposit ("Deposit") in the form of a certified or cashier's check or a Financial Surety Bond in the amount of $8,550, payable to the order of the City. If a check is used, it must accompany the proposal. If a Financial Surety Bond is used, it must be from an insurance company licensed to issue such a bond in the State of Minnesota, and preapproved by the City. Such bond must be submitted to Springsted Incorporated prior to the opening of the proposals. The Financial Surety Bond must identify each underwriter whose Deposit is guaranteed by such Financial Surety Bond. !f the Bonds are awarded to an underwriter using a Financial Surety Bond, then that purchaser is required to submit its Deposit to Springsted �ncorporated in the form of a certified or cashier's check or wire transfer as instructed by Springsted Incorporated not later than 3:30 P.M_, Central Time, on the next business day following the award. If such Deposit is not received by that time, the Financia( Surety Bond may be drawn by the City to satisfy the Deposit requirement. The City will deposit the check of the purchaser, the amount of which will be deducted at settlement and no interest will accrue to the purchaser. In the event the purchaser fails to comply with the accepted proposal, said amount will be retained by the City. No proposal can be withdrawn or amended after the time set for receiving proposals unless the meeting of the Issuer scheduled for award of the Obiigations is adjourned, recessed, or continued to another date without award of the C?bligations having been made. Rates shall be in integral multipfes of 5/100 or 1/8 of 1%. Rates must be in level or ascending order. Bonds of the same maturity shall bear a single rate from the date of the Bonds to the date of maturity. No conditional proposals will be accepted. AWARD The Bonds will be awarded on the basis of the lowest interest rate to be determined on a true interest cost (TIC) basis. The City's computation of the interest rate of each proposal, in accordance with customary practice, will be controlling. -vii- The City will reserve the right ta: (i) waive non-substantive informalities of any proposal or of matters relating to the receipt of proposals and award of the Bonds, (ii) reject all proposals without cause, and, (iii) reject any proposal which the City determines to have failed to comply with the terms herein. CUSIP NUMBERS lf the Bonds qualify for assignment of CUSIP numbers such numbers wifi be printed on the Bonds, but neither the failure to print such numbers on any Bond nor any error with respect thereto wifl constitute cause for failure or refusal by the purchaser to accept delivery of the Bonds. The CUSIP Service Bureau charge for the assignment of CUSIP identification numbers shall be paid by the purchaser. SETTLEMENT Within 40 days following the date of their award, the Bonds will be delivered without cost to the purchaser through DTC in New York, New York. Defivery will be subject to receipt by the purchaser of an approving legal opinion of Briggs and Morgan, Professional Association, of Saint Paul and Minneapoiis, Minnesota, and of customary closing papers, including a no- litigation certificate. On the date of settlement, payment for the Bonds shall be made in federal, or equivalent, funds which shall be received at the offices of the City or its designee not later than 12:00 Noon, Central Time. Except as compliance with the terms of payment for the Bonds shall have been made impossible by action of the City, or its agents, the purchaser shall be liable to the City for any loss suffered by the City by reason of the purchaser's non-compfiance with said terms for payment. CONTINUING DISCLOSURE On the date of actual issuance and delivery of the Bonds, the City will execute and deliver a Continuing Disclosure Undertaking (the "Undertaking") whereunder the City wifl covenant for the benefit of the owners of the Bonds to provide certain financial and other information about the City and notices of certain occurrences to information repositories as specified in and required by SEC Rule 15c2-12(b)(5). OFFICIAL STATEMENT The City has authorized the preparation of an Official Statement containing pertinent information relative to the Bonds, and said Official Statement will serve as a nearly-final Official Statement within the meaning of Rule 15c2-12 of the Securities and Exchange Commission. For copies of the Official Statement or for any additional information prior to sale, any prospective purchaser is referred to the Financial Advisor to the City, Springsted {ncorporated, 85 East Seventh Place, Suite 100, Saint Paul, Minnesota 55101, telephone (651) 223-300d. The Official Statement, when further supplemented by an addendum or addenda specifying the maturity dates, principal amounts and interest rates of the Bonds, together with any other information required by law, shall constitute a "Final Official Statement" of the City with respect to the Bonds, as that term is defined in Rule 15c2-12. By awarding the Bonds to any underwriter or underwriting syndicate submitting a proposal therefor, the City agrees that, no more than seven business days after the date of such award, it shall provide without cost to the senior managing underwriter of the syndicate to which the Bonds are awarded 50 copies of the Officia� Statement and the addendum or addenda described above. The City designates the senior managing underwriter of the syndicate to which the Bonds are awarded as its agent for purposes of distributing copies of the Final Officiaf Statement to each Participating Underwriter. Any underwriter delivering a proposal with respect to the Bonds agrees thereby that if its proposal is accepted by the City (i) it shall accept such designation and (ii) it shall enter into a -viii- contractuai relationship with all Participating Underwriters of the Bonds for purposes of assuring the receipt by each such Participating Underwriter of the Final Official Statement. Dated August 25, 1999 BY ORDER OF THE CITY COUNCIL /s/ Susan M. Walsh City Clerk 8/17/98 19:19 AM -IX- SCHEDULE OF BOND YEARS $855,000 CITY OF ROSEMOUNT, MINNESOTA GENERAL OBLIGATION STORM WATER REVENUE BONDS, SERIES 1999C Cumulative Year Principal Bond Years Bond Years 2001 $30,0�0 40.0000 40.0000 2002 $45,000 105.0000 145.0000 2003 $45,000 150.0000 295.0000 2004 $45,000 195.0000 490.0000 2005 $50,000 266.6667 756.6667 2006 $50,000 316.6667 1 ,073.3334 2007 $55,0�0 c 403.3333 1 ,476.6667 2Q08 $55,000 c 458.3333 1 ,935.0000 2009 $60,000 c 560.0000 2,495.0000 2010 $60,000 C 620.0000 3,115.0000 2011 $65,000 C 736.6667 3,851 .6667 2012 $70,000 C 863.3333 4,715.0000 2013 $70,000 c 933.3333 5,64$.3333 2014 $75,000 c 1 ,075.OQ00 6,723.3333 2015 $80,000 c 1 ,226.6667 7,950.0000 Average Maturity: 9.30 Years Bonds Dated: October 1 , 1999 Interest Due: August 1 , 2000 and each February 1 and August 1 to maturity. Principal Due: February 1 , 2001 -2015 inclusive. Optional Call: Bonds maturing on or afiter February 1 , 2007 are callable commencing February 1 , 2006 and any date thereafter at par, (See Terms of Proposal. ) c: subject to optional call -x- (This page was left blank intentionaliy.) � OFFICIAL STATEMENT CITY OF ROSEMOUNT, MINNESOTA $4,395,400 GENERAL OBL{GATION IMPROVEMENT BONDS, SERIES 1999B $855,000 GENERAL OBLIGATION STORM WATER REVENUE BONDS, SERIES 1999C (B04K ENTRY ONLI� INTRODUCTORY STATEMENT This Official Statement contains certain information relating to the City of Rosemount, Minnesota (the "City") and its issuance of $4,395,000 General Obligation Improvement Bonds, Series 1999B (the "Series 1999B Bonds") and $855,000 General Obligation Storm Water Revenue Bonds, Series 1999C (the "Series 1999C Bonds"), collectively referred to as the "Bonds" or the "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. 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 lncorporated, 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, Band Counsef, 2200 First National Bank Building, St. Paul, Minnesota 55101, or by telephoning (651) 223-6625. CONTINUlNG DISCLOSURE In order to assist the Underwriters in complying with SEC Ru(e 15c2-12 (the "Rule"), pursuant to the Award Resolutions and Continuing Disclosure Undertakings to be executed on behalf of the City on or before Bond closing, the City has and will covenant (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 annual{y, 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 wefl 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 il, subject to such modifications thereof or additions thereto as: (i) consistent with requirements under the Rule, (ii) required by the purchaser(s) of the Bonds from the City and (iii) acceptable to the Mayor and Clerk of the City. The City has never failed to comply in all material respects with any previous undertakings under the Rule to provide annual reports or notices of material events. A failure by the City to comply with the Undertakings will not constitute an event of default on the Bonds (although holders or other beneficial owners of the Bonds wil! have the sole remedy of bringing an action for specific performance). Nevertheless, such a failure must be reported in accordance with the Rule and must be cansidered by any broker, dealer or municipal securities dea{er before recommending the purchase or safe of the Bonds in the secondary market. Consequently, such a failure may adversely affect the transferability and liquidity of the Bonds and their market price. - 1 - THE BONDS General Description The Bonds are dated as of October 1, 1999 and issued in book entry form. Interest on the Bonds is payable August 1, 2000 and semiannually thereafter on February 1 and August 1. interest will be payable to the holder (initially Cede & Co.) registered on the books of the registrar (the "Registrar") as of the fifteenth day of the calendar month next preceding such interest payment date. Principal of and interest on the Sonds will be paid as described in the section herein entitled "Book Entry System." Bonds will mature in the amounts and on the dates shown on the cover of this Official Statement. �'irstar Bank, N.A. will serve as bond registrar for the Bonds (the "Registrar"). The City wifl pay for registration services. Optional Redemption The City may elect on February 1, 2006, and on any day thereafter, to prepay Bonds due on or after February 1, 2007. Redemption may be in whole or in part and if in part at the option of the City and in such manner as the City shaN determine. If less than all Bonds of a maturity are called for redemption, the City will notify DTC of the particular amount of such maturity to be prepaid. DTC will determine by iot the amount of each participant's interest in such maturity to be redeemed and each participant wifl then select by lot the beneficial ownership interests in such maturity to be redeemed. All prepayments shail be at a price of par plus accrued interest. Book Entry System The Depository Trust Company ("DTC"), New York, NY, will act as bonds depository for the bonds (the "Bonds"). The Bonds will be issued as fuUy registered bonds registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully registered Security certificate will be issued for each issue of the Bonds, each in the aggregate principal amount of such issue, and will be deposited with DTC. DTC is a limited-purposetrust company organized under the New York Banking �aw, a "banking organization"within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation"within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds securities that its participants ("Participants") deposit with DTC_ DTC also facilitates the settlement among Participants of securities transactions, such as transfers and pledges in deposited securities through electronic computerized book entry changes in 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, lnc., the American Stock Exchange, Inc., and the Nationa( 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 re(ationship with a Direct Participant, either directly or indirectly("Indirect Participants"). The Rules applicable to DTC and its Participants are on file with the Securities and Exchange Commission. Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC's records. The ownership interest of each actual purchaser of each Certificate ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from _2 _ 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 interest in the Bonds are to be accomplished by entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interest in securities, except in the event that use of the book entry system for the Bonds is discontinued. To facilitate subsequent transfers, all Bonds deposited by Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co. The deposit of Bonds with DTC and their registration in the name of Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds. DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or ''� may not be the Beneficial Owners. The Participants will remain responsible for keeping ` account of their holdings on behalf of their customers. f 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 wifl be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Redemption notices for the Bonds shall be sent to Cede & Co. If less than all of the Bonds within an issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. will consent or vote with respect to Bonds. Under its usual procedures, DTC mails an Omnibus Proxy to the Registrar as soon as possib{e after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Bonds ace credited on the record date (identifed in a listing attached to the Omnibus Proxy). Principal and interest payments on the Bonds will be made to 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 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, the Registrar, or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest to DTC is the responsibility of the Registrar, disbursement of such payments to Direct Participants shall be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as securities depository with respect to the Bonds 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 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 believes to be reliable, but the City takes no responsibility for the accuracy thereof. - 3 - THE SERIES 1999B BONDS The Senes 1999B Bonds are being issued pursuant to Minnesota Statutes, Chapters 429 and 475. The proceeds will be used to finance the costs of street and utility improvement projects within the City. The composition of the Series 1999B Bonds is as fol(ows: Net Project Costs $4,195,612 Plus: Capitalized Interest 272,893 Costs of Issuance 32,150 Underwriter's Discount 48,345 Less: Sanitary Sewer Core Fund Contribution (72,000) Water Main Core Fund Contribution (70,000) Sform Water Core Fund Contribution (12,000) � Total Series 1999B Bonds $4,395,000 Security and Financing In addition to its general obligation pledge, the City pledges the receipt of special assessments against benefited property for repayment of the Series �999B Bonds. !n the fall of 2000, the City expects to file special assessments in the principal amount of $2,000,000 over a term of ten years, and in the principal amount of $2,080,000 over a term of five years, in even annual installments of principal, with interest charged on the unpaid balance at a rate of 2% over the net interest rate on the Series 1999B Bonds. The City also expects to make contributions from its sanitary sewer, water main, and storm water core funds. Since special assessments will not be filed until the fall of 2000 for first collection in 2001, capitalized interest has been included in the principal amount of the Series 1999B Bonds to make interest payments due through February 1, 2001. Thereafter, if collected in full each year, special assessments and tax collections will be equal to 105% of the August 1 interest payable in the year of collection, and the subsequent February 1 principal and interest payment. THE SERIES 1999C BONDS Authority and Purpose The Series 1999C Bonds are being issued pursuant to Minnesota Statutes, Chapters 444 and 475. The proceeds of the Series 1999C Bonds will be used to finance a lift station, forcemain, and other work for the City's storm water system. The composition of the Series 1999C Bonds is as follows: Project Costs $1,126,965 Plus: Issuance Costs 17,775 Underwriter's Discount 10,260 Less: City Contribution (300,000) Total Series 1999C Bonds $ 855,000 -4 - Security and Financing In addition to the general obligation pledge of the City, revenues from the City's storm water utility and storm water connection fees are pledged for repayment of the Series 1999C Bonds. Net revenues of the storm water utility are expected to be su�cient to make the debt service payments on the Series 1999C Bonds and other outstanding debt supported by revenues of the storm water utility and to make a contribution to the Series 1999B Bonds as described above. The City covenants that it will charge rates sufficient for the operation and maintenance of the storm water utility and to generate net operating revenues that will meet debt service requirements on the Series 1999C Bonds in accordance with Minnesota Statutes, Chapter 444. The City is required to review its storm water rates annually. FUTURE FINANCING The City does not expect to issue any additional debt for at least the next 90 days. LITIGATION The City is not aware of any threatened or pending litigation affecting the validity of the Bonds or the City's ability to meet its financial obligations. L.EGALITY - The Bonds are subject to approval as to certain matters by Briggs and Morgan, Professionaf Association, of Saint Paul and Minneapolis, Minnesota, as Bond Counsel. Bond Counsel has not pa�ticipated in the preparation of this Official Statement and will not pass upon its accuracy, completeness, or sufficiency. Bond Counsel has not examined, nor attempted to examine or verify, any of the financial or statistical statements or data contained in this Official Statement and will express no opinion with respect thereto. Legal opinions in substantially the form set out in Appendix I herein will be defivered at closing. TAX EXEMPTION At closing Briggs and Morgan, Professional Association, Bond Counsel, will render an opinion that, at the time of their issuance and delivery to the onginal purchaser, under present federal and State of Minnesota laws, regulations, rulings and decisions (which excludes any pending legislation which may have a retroactive effect), the interest on each Bond is excluded from gross income for purposes of United States income tax and is excluded, to the same extent, in computing both gross income and taxable net income for purposes of State of Minnesota income tax (other than Minnesota franchise taxes measured by income and imposed on corporations and financial institutions), and that interest on the Bonds is not an item of tax preference for purposes of computing the federal altemative minimum tax imposed on individuals and corporations or the Minnesota altemative minimum tax applicabfe to individuals, estates or trusts; provided that interest - 5- on the Bonds is subject to federal income taxation to the extent it is included as part of adjusted current eamings for purposes of computing the altemative minimum tax imposed on certain corporations. No opinion will be expressed by Bond Counsel regarding other federal or state tax consequences caused by the receipt or accrual of interest on the Bonds or arising with respect to ownership of the Bonds. Preservation of the exclusion of interest on the Bonds from federal gross income and state gross and taxable net income, however, depends upon compliance by the City with all requirements of the Intemal Revenue Code of 1986, as amended, (the °'Code")that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be (or continue to be)excluded from federal gross income and state gross and taxable net income. The City will covenant to comply with requirements necessary under the Code to establish and maintain the Bonds as tax-exempt under Section 1 Q3 thereof, inciuding without limitation, requirements relating to temporary periods for investments and limitations on amounts invested at a yield greater than the yield on the Bonds. I � OTHER FEDERAL TAX CONSIDERATIONS Property and Casualty Insurance Companies Property and casualty insurance companies are required to reduce the amount of tax-exempt interest received or accrued during the taxable year on certain obligations acquired after August 7, 1986, including interest on the Bonds. Foreign Insurance Companies Foreign companies carrying on an insurance business in the United States are subject to a tax on income which is effectively connected with their conduct of any trade or business in the United States, including "net investment income." Net investment income includes tax-exempt interest such as interest on the Bonds. Branch Profits Tax A foreign corporation is subject to a branch profits tax equal to 30% of the "dividend equivalent amounY' for the taxable year. The "dividend equivalent amounf" 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 1 nstitutions 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 - 6 - 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. I � BANK-QUALIFIED TAX-EXEMPT OBLIGATIONS The City will designate the Bonds as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the internal Revenue Code ofi 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. YEAR 2000 ISSUES Background Many existing computer programs use only the last two digits to refer to a year. These programs do not properly recognize a year that begins with "20" rather than "19". If not corrected, many computer applications could fail or create erroneous results, possibly affecting an organization's operations, financial condition, or ability to make timely payments on its indebtedness. Assessment The City has assigned Ms. Susan Walsh, the City Clerk, to coordinate the City's Year 2000 compliance efforts. The City is following guidelines for compliance from the League of Minnesota Cities. The City is in the process of purchasing new computers and updating its software to ensure compliance, and expects to be fully compliant by the end of 1999. DTC DTC is currently supporting Year 2000 testing. A home page on the lnternet has been established by DTC afi www.dtc.orq where notices and other information regarding DTC's Year 2000 project progress will be made avaifable to lnternet users regarding DTC Year 2000 ISSUeS. -7 - 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 has 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 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 wiA not participate in the underwriting of the Bonds. CERTIFICATtON The City has authorized the distribution of this Official Statement for use in connection with the initial sale of the Bonds. As of the date of the settlement of the Bonds, the Purchaser(s) will be furnished with a certificate signed by the appropriate officers of the City. The certificate will state that as of the date of the Official Statement, the Official Stafement did not and does not as of the date of the certificate contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. - 8 - CITY PROPERTY VALUES 1998 Indicated Market Value of Taxable Property: $712,653,413* * Calculated by dividing the county assessor's esfimated market value of $657,779,100 by the 1998 sa/es ratio of 92.3% for the City as determined by the State Department of Revenue. 1998 Taxable Net Tax Capacity: $10,638,961 1998 Net Tax Capacity $11,419,083 Less: Captured Tax increment Tax Capacity (506,864} Contribution to Fiscal Disparities (1,421,802) Plus: Distribution from Fiscal Disparities 1,148,544 1998 Taxable Net Tax Capacity $10,638,961 1998 Taxable Net Tax Capacity by Class of Property Commercial/Industrial, Public Utility and Personal Property $ 3,761,050' 35.4% Residential Homestead 6,363,324 59.8 Apartments 268,852 2.5 Agricultural 221,175 2.1 Railroad 24.560 0.2 Total $10,638,961 100.0% * Reflecfs adjustments for frscal disparities and captured tax increment tax capacity. Trend of Values Indicated Estimated Taxable Tax Market Value�a� Market Value Capacitv�b� 1998 $712,653,413 $657,779,100 $10,638,961��� 1997 674,816,358 618,806,600 10,816,390��� 1996 616,711,605 568,608,100 11,022,093 1995 575,875,083 522,318,700 10,252,645 1994 507,929,496 463,231,700 9,103,581 �a� Calculated by dividing the county assessor's estimated market value by the sales ratio determined for the City each year by the State Department of Revenue. �b� See Appendix Ill for an explanation of tax capacity and other Minnesota property tax law. ��� The decrease in taxable tax capacity in 1997 and 1998 is attributable to a reduction in class rafes as detailed in Appendix lll. - 9 - Ten of the Largest Taxpayers in the City 1998 Net TaxpaYer Tvpe of Business Tax Capacity Great Northern Oil Co./Koch Refining Oil Refinery $2,203,210 Northern States Power Utility 338,995 Meridian Industrial Trust Inc. (Cannon Equipment) Manufacturing 138,247 CF Industries, Inc. (Cenex) Fertilizer 119,577 Continental Nitrogen & Resources Corp. FerEilizer Blending & Plant Food 95,809 Limerick Way LLC Townhouses 85,000 Wintz Companies Trucking/Warehouse 84,359 Laidlaw Environmental Services Inc. Non-hazardous Waste Containment 84,357 � Rosemount Properties LLC Retail Shopping Center 82,376 Greif Brothers Cooperage Manufacturing 82,054 � Total $3,313,984x * Represents 31% of the City's 1998 faxable nef fax capacity_ CITY INDEBTEDNESS Legal Debt Limit Debt Limit(2% of Estimated Market Value) $13,155,582 Less: Outstanding Debt Subject to Limit �2.835.000) Legal Debt Margin at September 2, 1999 $10,320,582 Genera! Obligation Debt Supported by Taxes and Tax Increment Principal Date Original Final Outstanding of Issue Amount Pur ose Maturi As of 9-2-99 11-1-92 $1,080,000 Community Center 2-1-2013 $ 870,000' 8-1-93 845,000 Municipal Building Refunding 2-1-2002 390,000* 7-1-96 1,780,000 Fire Station 2-1-2016 1.575.000'` Total $2,835,000 z These issues are subject to the statutory debt limit. - 10 - General Obligation Debt Supported Primarily by Special Assessments Principal Date Original Final Outstanding of Issue Amount Purpose Maturit As of 9-2-99 6-1-91 $1,180,000 Locallmprovements 2-1-2002 $ 345,000 12-1-91 265,000 Locallmprovements 2-1-2003 100,000 9-1-92 895,000 Locallmprovements 2-1-2004 320,000 11-1-92 1,470,000 Locallmprovements 2-1-2004 725,000 8-1-93 555,000 Locallmprovements 2-1-2005 300,000 8-1-93 1,415,000 Improvement Refunding 2-1-2001 300,000 8-1-94 1,605,000 Locallmprovements 2-1-2006 1,200,000 8-1-95 1,900,000 Locallmprovements 2-1-2007 1,205,000 7-1-97 2,800,000 Locallmprovements 2-1-2009 2,800,000 12-1-97 1,595,000 Locallmprovements 2-1-2009 1,595,000 4-1-98 2,010,000 Locallmprovements 2-1-2009 2,010,000 9-1-98 2,805,000 Locallmprovements 2-1-2010 2,805,000 12-1-98 880,000 Locallmprovements 2-1-2005 880,000 7-1-99 3,715,000 Locallmprovements 2-1-2011 3,715,000 10-1-99 4,395,000 Local Improvements (the Series 1999B Bonds) 2-1-2011 4,395,000 Total $22,695,000 General Obligation Port Authority Debt Principal Date Original Final Outstanding of Issue Amount Purqose Maturit As of 9-2-99 11-1-92 $3,425,000 Municipal Building 2-1-2003 $ 315,OOO�a� 11-1-93 580,000 Land Purchase for Business Park (Taxable) 2-1-2009 455,OOO�b� 8-1-94 1,630,000 Business Park Street and Utility Improvements 2-1-2011 1,395,OOO�b� 4-1-98 2,405,000 Municipal Building Refunding 2-1-2018 2,405,OOO�a� Tota I $4,570,000 �a1 Debt service payments on these issues are made from a combination of user fees from the municipal multi-purpose arena, tax increment revenues and certain specia/tax and general fund levies. �b� These issues are being repaid from a combination of tax increment revenues, ad valorem tax levies and/and sa/es. - 11 - General Obligation Debt Supported by Revenues Principal Date Original Final Outstanding of Issue Amount Purpose Maturity As of 9-2-99 9-1-92 $1,525,000 Storm Water Revenue 2-1-20Q8 $1,090,000 8-1-93 945,000 Water Revenue Refunding 2-1-2005 740,000 8-1-94 335,000 Storm Water Revenue 2-1-2005 200,000 8-1-94 700,000 State Aid Street Bonds 2-1-2004 385,000 7-1-96 1,035,000 Storm Water Revenue 2-1-2012 935,000 7-1-96 500,000 Water Revenue 2-1-2005 390,000 10-1-99 855,000 Storm Water Revenue (the Series 1999C Bonds) 2-1-2015 855,000 Total $4,595,000 � � Annual Calendar Year Debt Serv�ce Including These Issues G.O. Debt Supported G.O. Debt Supported Primarily by bv Taxes and Tax Increment Special Assessments Principal Principal Year Principal & Interest Principal & Interest�a� 1999 (at 9-2) (Paid) (Paid) (Paid) (Paid) 2000 $ 230,000 $ 381,988.50 $ 1,630,000 $ 2,622,703.12 2001 240,000 381,276.00 2,245,000 3,174,430.00 2002 245,000 374,824.75 2,965,000 3,776,510.00 2003 120,000 240,718.50 2,820,000 3,497,963.75 2004 125,000 239,091.00 2,790,000 3,337,303.75 2005 130,000 237,047.25 2,595,000 3,016,773.75 2006 140,000 239,446.00 2,195,000 2,504,296.25 2007 145,000 236,318.50 1,495,000 1,717,240.00 2008 155,000 237,651.00 1,345,000 1,501,178.75 2009 165,000 238,271.00 1,340,000 1,433,075.00 2010 175,000 238,163.50 760,000 803,277.50 2011 185,000 237,313.50 515,000 527,635.00 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 $2,835,OOO�b1 $4,167,520.00 $22,695,000��� $27,912,386.87 �a� Includes the Series 19998 Bonds at an assumed average annual interest rate of 5.00%. �b1 60%of this debt will be retired within ten years. ��1 94%of this debt will be retired within ten years. - 12 - Annua! Calendar Year Debt Service Including These Issues (continued) G.O. Debt Supported G.O. Port Authority Debt bv Revenues�al Principal Principal Year Princi al & Interest Principal & Interest 1999 (at 9-2) (Paid) (Paid) (Paid) $ 10,248.75 2000 $ 180,000 $ 448,756.28 $ 420,000 640,078.75 2001 200,000 458,653.78 470,000 676,482.50 2002 220,000 467,187.53 505,000 687,718.75 2003 235,000 448,596.28 520,000 677,025.00 2004 275,000 454,442.53 550,000 679,458.75 2005 290,000 455,713.78 490,000 592,285.00 � 2006 305,000 456,033J8 255,000 337,540.00 , 2007 320,000 455,330.65 270,000 338,206.25 2008 340,000 458,417.52 285,000 337,868.75 2009 36Q,000 460,062_52 140,000 181,177.50 2010 305,000 387,690.64 145,000 178,447.50 2011 325,000 391,493.13 155,000 180,221.25 2012 185,000 238,860.00 165,000 181,381.25 2013 190,000 235,235.00 70,000 79,975.00 2014 155,000 192,261.25 75,000 81,168.75 2015 160,000 189,897.50 80,000 82,100.00 2016 170,000 192,057.50 2017 180,000 193,567.50 2018 185,000 189,578.75 Total $4,570,000�b� $6,816,626.12 $4,595,000��� $5,941,383.75 �a� Includes the Series 1999C Bonds at an assumed average annual interest rate of 5.25%. �b� 60% of this debt will be retired within 90 years. ��� 85% of this debt will be retired within 10 years. Lease-Purchase Agreements The City has entered into lease-purchase agreements for the acquisition of various equipment and vehicles. Date of Original Semiannual Final Lease Principal Amount Lease Payment Payment Date 3-28-95 $124,000 $14,928 8-1-2000 3-28-95 362,000 25,359 8-1-2005 Total $486,000 $40,287 The City entered into a lease-purchase agreement dated May 15, 1996 for a fire truck. The principal amount of the lease is $476,445 with annual payments of $64,896. Final payment will be due June 1, 2006. - 13 - Summary of Direct Debt Including These Issues Gross Less: Debt Net Debt Service Funds� Direct Debt G.O. Debt Supported by Taxes and Tax Increment $ 2,835,000 $ (261,545) $ 2,573,455 G.O. Debt Supported by Special Assessments 22,695,000 (7,222,191) 15,472,809 G.O. Port Authority Debt 4,570,000 (770,423) 3,799,577 G.O. Debt Supported by Revenues 4,595,000 (767,782) 3,827,218 � Debt service funds are as of August 31, 1999 and include money to pay both principal and interest. Indirect General Obligation Debt � Debt Applicable to 1998 Taxable G.O. Debt Tax Capacity in City Taxinq Unit�a� Net Tax Capacity As of 9-2-99�b� Percent Amount Dakota County $ 274,553,046 $ 47,225,000��1 3.88% $ 1,832,330 ISD 196 (Rosemount- Apple Valley-Eagan) 102,750,514 154,762,776�d� 8.72 13,495,314 ISD 199 (Inver Grove-Pine Bend) 18,022,824 14,305,000 9.18 1,313,527 ISD 200 (Hastings) 16,767,205 46,590,000 0.40 185,796 Metropolitan Council 2,090,699,088 31,695,OOO�e� 0.51 161,287 Metropolitan Transit Dist. 1,898,470,023 89,630,000 0.56 502.284 Total $17,490,538 �a� Only those units with debt outstanding are shown here. �b� Excludes debt supported by revenues and tax and aid anticipation debt. ��� Includes jarl facility revenue bonds issued by the Dakota County HRA and payable so/e/y from /ease payments made by the County to the HRA pursuant to a Lease Agreement. The /ease payments are absoluPe and unconditional and are unlimited tax obligations of fhe County. �d� Excludes $22,950,000 of annual appropriation /ease revenue debt. Includes $5,670,000 of general obligation school building bonds and $2,890,000 of general obligation capital notes expected to be sold on September 27, 1999. �e� Metropolitan Council also has outstanding $551,620,000 of general obligation sanitary sewer bonds and loans which are supported by system revenues. Debt Ratios Including These Issues G.O. Net G.O. Indirect & Direct Debt" Net Direct Debt To 1998 Indicated Market Value ($712,653,413) 3.07% 5.52% Per Capita (13,700 - 1999 City Estimate) $1,595 $2,871 � Excludes general obligation debt suppo►ted by revenues, state-aid street bonds and lease-purchase agreements. ' - 14 - CITY TAX RATES, LEVIES AND COLLECTIONS Tax Capacity Rates 1998/99 For 1994/95 1995/96 1996/97 1997/98 Total Debt Onlv Dakota County 27.994% 26.626% 25.721% 27.349% 28.322% -0- City of Rosemount�a� 35.778 36.055 35.627 40.428 41.710 8.782% ISD 196 (Rosemount)�b1 62.136 60.830 58.189 58.462 56.311 15.668 Special Districts��� 4.914 5.108 4.995 5.797 6.702 1.103 ( Total 130.822% 128.619% 124.532% 132.036% 133.045% 25.553% ta� The City also has a tax rate spread on the markef value of property in support of debt service on general obligation fire station bonds. For 1998/99, the tax rate is 0.02342%. (bJ Independent School District 196 (Rosemount-Apple Valley-Eagan) also has a tax rate spread on the market value of property in support of an excess operating levy, which is 0.08074%for 1998/99. ��) Includes Metropolitan Council, Regional Transit District, Metropolitan Mosquito Control, Dakota County Technical College, the Housing and Redevelopment Authority, and the Dakota County Light Rail Transit. NOTE: Taxes are determined by multiplying the net tax capacity by the tax capacity rate, expressed as a percentage (see Appendix lll). Tax Collections for the City Gross Net Collected During Collected Amount Amount Collection Year As of 4-30-99 Lew/Collect of Lew of Levy* Amount Percent Amount Percent 1998/99 $5,059,729 $4,111,782 (In Process of Collection) 1997J98 5,074,9$4 4,049,166 $4,018,588 99.2% $4,034,819 99.6% 1996/97 4,635,928 3,667,484 3,595,926 98.0 3,652,410 99.6 1995/96 4,382,673 3,457,595 3,430,125 99.2 3,449,615 99.8 1994/95 4,170,781 2,905,343 2,888,955 99.4 2,903,658 99.4 " The nef levy excludes Homestead and Agricultural Credit Aid("HACA') and is the basis for computing tax capacity rates. - 15 - FUNDS ON HAND As of August 31, 1999 Fund Cash and Investments General $ 2,559,839.02 Special Revenue 2,459,918.53 Port Authority 352,302.93 Debt Service: Tax and Tax Increment Supported 261,545.02 Assessment Supported 7,222,191.01 Port Authority Supported 770,422.65 General Obligafion Revenue Supported 767,782.46 Construction 3,258,434.83 � Water, Sewer and Storm Water 5,678,437.14 Arena (20,182.66)* Trust and Agency 6.516.03 Total $23,317,206.96 � The arena fund is expected to have a positive balance by late 1999 when revenues increase from higher ice time usage and tax payments are received from second-half collections. CITY INVESTMENTS Ciry 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 retum 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 foflowing: 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 - Collateralization is required on two types of investments, certificates of deposit and repurchase agreements. In order to anticipate market changes and provide a level of security for all funds, the collateralization level is 110 percent of the market value of principal and accrued interest. The City attempts to diversify its investments according to type and maturity. The portfolio, as much as possible, contains both short-term and long-term investments. The long-term portion 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 August 31, 1999 the City had a total of$23,245,138 invested funds as follows: Amount Invested Tvpe of Securitv Length of Investment as of 8-31-99 f Certificates of Deposit Less than 12 months $16,003,130 I Certificates of Deposit One to Ten years 2,507,000 U.S. Treasury Notes 12 months or less 977,700 Government Asset Backed Securities Ten years or less 3,563,289 Mortgage Backed Securities Over Ten years 194.019 Total $23,245,138 GENERAL INFORMATION CONCERNING THE CITY The City of Rosemount, located in northern Dakota County, is a southern suburb of the Minneapolis/Saint Paul metropolitan area. The City encompasses an area of 22,000 acres (35.25 square miles) and has a 1990 U.S. Census count of 8,622, a 69.6% increase from the City's 1980 Census count of 5,083. As of January 1999, the City estimates the population to be 13,700; a 59% increase over the 1990 Census. A major contributor to the City's tax base and economy is an industrial complex sited on 6,200 acres in the northeastern portion of the City near the Mississippi River. Firms located there include 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. 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. - 17 - Major Employers Approximate Number Employer Product/Service of Employees Independent School District 196 Education 3,390�a� Koch Refining Company Crude Oil 850 Dakota County Technical College Education 450�b1 Intermediate School District 917 Education 400 Greif Brothers Corporation Multiwall Bags 150 Cannon Equipment Company Manufacturing of Metal Parts 125 Genz Ryan Plumbing & Heating Plumbing and Heating 120 Spectro Alloys Corp. Aluminum Alloys 110 Reese Enterprises Weatherstripping 80 � Dakota County HRA Govemment 75 City of Rosemount Government 60��� CF Industries Warehousing/Freight Terminal 49 Endres Processing Ltd. Livestock Feed 42 Utilicorp United Inc. (People's Natural Gas) Natural Gas 41 Rayfo Inc. Industrial Refuse Containers 41 Continental Nitrogen & Resources Corp. Chemicals 40 �a1 Represents total employment, not just within the City of Rosemount_ �b� lncludes 250 full-and part-time employees and 200 adjunct faculty members. �°� Excludes over 160 part-time and seasona/employees. Source: Minnesota Manufacturers Register, 1998 edition and survey of individual employers, June 1998. Labor Force Data July 1999 July 1998 Civilian Unemployment Civilian Unemployment Labor Force Rate Labor Force Rate Dakota County 215,295 1.9% 210,571 1.4% Minneapolis/St. Paul MSA 1,737,167 2.2 1,698,884 1.7 Minnesota 2,772,764 2.6 2,715,685 2.1 Source: Minnesota Department of Economic Security. 1999 data are preliminary. - 18 - Building Permits Issued by the City Total Permits New Single Family Homes Number Value Number Value 1999 (to 8-1) 634 $30,367,537 229 $25,852,400 1998 739 31,939,355 190 21,856,164 1997 6Q1 24,173,652 99 10,942,651 1996 655 28,440,950 130 13,941,688 1995 641 30,376,849 190 20,529,873 1994 662 32,969,672 223 23,329,937 1993 592 39,154,474 196 20,716,580 1992 633 43,352,223' 234 23,046,277 1991 512 19,939,006 200 18,087,341 1990 491 21,921,872 184 16,682,775 1989 480 28,037,283 194 17,320,711 1988 506 30,974,532 267 22,232,787 � Includes$17,000,000 for Koch Refining. Recent and Proposed Development 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 is adding another 20,000 square feet to its facifity. The Port Authority is now marketing the remaining acreage in the business park. During the period from 1993 through 1998, an average of over$31,000,000 in new construction value has been added per year. During this same period the City added over 1,000 single- family homes to its housing stock (an average of 171 homes per year). Additional recent and proposed commercial and industrial development occurring in the City includes the following: . The City is completing streets and utilities for a new 25-acre commercial area that will allow for 220,000 square feet of development. A new 15,000 square foot Walgreen Drug Store and a 10,000 square foot KinderCare daycare center are the first two projects in this development. . Endres Processing, a food waste recycling company, recently completed construction of a new 58,000 square foot facility in eastern Rosemount. . Dakota Fence completed a new 12,000 square-foot facility for its home office, including work and storage space. • Crown Rental completed a 13,000 square-foot store for home and business rental equipment. . Secure Mini Storage has completed a new 53,000 square-foot facility in Rosemount. . Marcus Theaters completely renovated its 8-screen theater with all stadium-style seating. - 19 - Some of the larger housing projects currently being developed or recently completed are as follows: Units Units Built as Development/Developer Housinq Approved of 8-1-99 Shannon Meadows Addition Single Famiiy 29 29 Shannon Pond East/Hampton Development Corp. Single Family 73 67 Geromine Pond/Heritage Development Co. Single Family/Twin Home 104 44 Hawkins Pond/Basic Builders Single Family 69 52 The Enclave/Pulte Homes Single Family 128 99 Biscayne Pointe/Heritage Development Co. Single Family 97 29 Wensmann 11th Addition/ Wensmann Development Townhomes 98 82 I Wensmann 12'h Addition/ Wensmann Development Townhomes 44 4 Bloomfield/CMC Heartland Single Family/Townhome 264 15 Broback Park Single Family 29 26 Rosemount Commons/ Heritage Development Co. Townhomes 121 0 Shannon Pond South/Allen Homes Single Family 47 5 Stonebridge 3�d Addition/Carlson Brothers Single Family 8 0 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 Midwesf Financiaf 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 1998/99 school year was approximately 27,950 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 3,390 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 and Lakeville. The additional classrooms will provide for continuing elementary student enrollment increases and special education student programs. Completion of construction is expected by fall 1999. 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 - 20 - approximately 2,000 post-secondary students. In addition, the Technical College offers an extensive aduit education program. GOVERNMENTAL ORGANIZATtON AND SERVICES Organization Rosemount was established as a municipa! 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 Councif Member December 39, 2000 Shei(a 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 9971 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 saund tax base. This Plan was last updated in 1993. However, the City has currently begun the mandatory updating process of the Plan which is expected to be completed by the end of 1999. The 1999 update will cover the next 25-year period. Services Police protection for the City is provided by 15 futl-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 � insurance rating. The City is in the process of expanding its public works facility. The expansion will be funded by a 20-year internally funded lease-purchase agreement, effective January 20, 1999, in the amount of$548,000. The expansion is substantially completed. Municipa( 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 galions. The maximum pumping capacity is 6,000,000 gallons per day with an average demand of 1,200,000 gallons pumped daiiy. It is the City's policy to finance aU 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 -21 - 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 utifity. 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 responsib{e for the construction and maintenance of sewer faterals. 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 ernployees retirement plans. PERF members belong to either the Coordinated Plan or the Basic Plan. Coordinated members are covered by Sociaf Security and Basic members are not. AA employees of the City covered by PERA belong to the Coordinated Plan. AI! police officers, fire fighters and peace officers who qualify fior membership by statute are covered by the PEPFF. For the year ended December 31, 1998, the City's contribution to PERA was $196,059. Current General Fund Budget 1998 1998 1999 Adopted Budqet Actual Adopted Budqet General Fund Revenues: Generat Property Taxes $2,542,473 $2,693,105 $2,503,203 Licenses and Permits 204,900 363,238 344,200 Intergovernmental 1,313,477 1,274,373 1,347,297 Charges for Services 337,750 351,650 303,700 Fines and Forfeits 90,000 72,084 100,000 Recreation Fees 179,500 201,352 190,000 Miscellaneous Revenues 44,000 156,216 64,000 Transfers In 3.500 3.500 3,500 Total General Fund Revenues $4,715,600 $5,115,518 $4,855,900 General Fund Expenditures: General Government $1,086,200 $1,227,524 $1,117,900 Police 1,231,200 1,253,994 1,288,600 Fire 190,000 158,660 179,800 Public Works 1,604,700 1,450,156 1,645,200 Parks and Recreation 603,500 601,450 624,400 Transfer Out _p_ -0- -0- Total General Fund Expenditures $4,715,600 $4,721,784 $4,855,900 - 22 - 2200 FIRST NATIONAL BANK BUILDING 332 MINNESOTA STREET SAINT PAUL, MINNESOTA 55101 TELEPHONE(651)223-6600 B R I GG S AND M OR GAN FACSIMiLE(651)223-6450 PROFESSIONAL ASSOCIATION WRITER'3 DIRECT DIAL APPENDIX I PROPOSED FORM OF LEGAL OPINIONS (PROPOSED FORM OF LEGAL OPINION) $4, 395, 000 GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 1999B CITY OF ROSEMOUNT DAKOTA COUNTY MINNESOTA We have acted as bond counsel in connection with the issuance by the City of Rosemount, Dakota Count�, Minnesota (the "Issuer" ) , of its $4, 395, 000 General Obligation Improvement Bonds, Series 19998, bearing a date of original issue of October l, 1999 (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 apinion relating thereto. As to questions of fact material to our opinion, we have relied upon the certified proceedings and other certifications of public officials furnished to us without undertaking to verify the same by independent investigation. Based upon such examinations, and assuming the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such documents, and the accuracy of the statements of fact contained in such documents, and based upon present Minnesota and federal laws (which excludes any pending legislation which may have a retroactive effect on or before the date hereof) , regulations, rulings and decisions, it is our opinion that : 1077657.1 MINNEAPOLIS OFFICE t IDS CENTER=WWW.BRIGGS.COM MEMBER-LEX MUNDI,A GLOBAL ASSOC?AT;O\' OF INDEPENDENT LAW FIRMS I-1 SRZGGS A=�D MORGAN (1? The proceedings show lawful au.thority for the issuance of the Bonds according to their terms under the Constitution and laws of the State of Minnesota now in force. (2) The Bonds are valid and binding general obligations of the Issuer and all of the taxable property within the Issuer' s jurisdiction is subject to the levy of an ad valorem tax to pay the same without limitation as to rate or amount; provided that the enforceability (but not the validity) of the Bonds and the pledge of taxes for the payment of the principal and interest thereon is subject to the exercise of judicial discretion in accordance with general principles of equity, to the canstitutional 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 af the Bonds to the origina� purchaser, the interest on the Bonds is excluded from gross income for United States income tax purposes and is excluded, to the same extent, from both gross income and taxable net income for State of Minnesota income tax purposes (other than Minnesota franchise taxes measured by income and imposed on corporations and financial institutions} , and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations or the Minnesota alternative minimum tax applicable to individuals, estates or trusts; it should be noted, however, that for the purpose of computing the federal alternative minimum tax imposed on corporations, such interest is taken into account in determining adjusted current earnings. The opinions set forth in the preceding sentence are subject to the condition that the Issuer comply with all requirements of the Internal Revenue Code of 1986, as amended, that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be, or continue to be, excluded from gross income for federal income tax purposes and from both gross income and taxable net income for State of Minnesota income tax purposes . Failure to comply with certain of such requirements may cause the inclusion of interest on the Bonds in gross income and taxable net income retroactive to the date of issuance of the Bonds . We express no opinion regarding other state or federal tax consequences caused by the receipt or accrual of interest on the Bonds or arisin.g with respect to ownership of the Bonds. 1077657.1 �-2 BRIGGS A-vD MORGAN Dated at Saint Paul, Minnesota, this day of October, 1999 . Professional Association 1077657.1 I-3 2200 FIRST NATIONAi. BANK i3UILDTNG 332 MINNESOTA STREET SAINT PAUL, MINNESOTA 55t01 TELEPHONE(651?223-6600 B R I GG S AND M p R GAN FACSIMtLE(651)223-6450 WRITER'S DIRECT DIAL PROFESSIONAL ASSOCIATION WR(1"ER'S E-MAIL (PROPOSED FORM OF LEGAL OPINION) $855, 000 GENERAL OBLIGATION STORM WATER REVENUE BONDS, SERIES 1999C CITY OF ROSEMOUNT DAKOTA COUNTY MINNESOTA We have acted as bond counsel in connection with the issuance by the City of Rosemount, Dakota County, Minnesota (the "Sssuer" ) , of its $855, 000 General Obligation Storm Water Revenue Bonds, Series 1999C, bearing a date of original issue of October 1, 1999 (the "Bonds" ? . We have examined the law and such certi.fied 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 oth�r offering material relating to the Bonds, and we express no apinion relating thereto. As to questions of fact material to our opinion, we ha�re relied upon the certified proceedings and other certifications of public officials furnished to us without undertaking to verify the same by independent investigation. Based upon such examinations, and assuming the authenticity of all documents submitted to us as originals, the conformity to orzginal documents af all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such documents, and the accuracy of the statements of �act contained 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) , regu�ations, rulings and decisions, it is our opinion that : zo��66a.i MINNEAPOLIS OFFICE a IDSCENTER o WWW.BRIGGS.COM MEMBER—LEX MUNDI,A GLOBAL ASSOCIATION OF INDEPENDENT LAW FIRMS I-4 BRIGGS AND MORGAN (1) The proceedings show lawful authority for the issuance o� the Bonds according to their terms under the Constitution and laws of the State of Minnesota now in force. (2) The Bonds are valid and binding general obligations of the Issuer and all of the taxable property within the Issuer' s jurisdiction is subject to the levy of an ad valorem tax to pay the same without limitation as to rate or amount; provided that the enforceability (but not the validity) of the Bonds and the pledge of taxes and net revenues of the storm water utility system for the payment of the principal and interest thereon is subject to the exercise of judicial discretion in accordance with general principles of equity, to the constitutional powers of the United States of America and to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors ' rights heretofore or hereafter enacted. (3) At the time of the issuance and delivery of the Bonds to the original purchaser, the interest on the Bonds is excluded from gross income for United States income tax purposes and is excluded, to the same extent, from both gross income and taxable net income for State of Minnesota income tax purposes (other than Minnesota franchise taxes measured by income and imposed on corporations and financial institutions) , and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations or the Minnesota alternative minimum tax applicable to individuals, estates or trusts; it should be noted, however, that for the.purpose of computing the federal alternative minimum tax imposed on corporations, such interest is taken into account in determining adjusted current earnings. The opinions set forth in the preceding sentence are subject to the condition that the Issuer comply with all requirements of the Internal Revenue Code of 1986, as amended, that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be, or continue to be, excluded from gross income for federal income tax purposes and from both gross income and taxable net income for State of Minnesota income tax purposes. Failure to comply with certain of such requirements may cause the inclusion of interest on the Bonds in gross income and taxable net income retroactive to the date of issuance of the Bonds. We express no opinion regarding other state or federal tax consequences caused by the receipt or accrual of interest on the Bonds or arising with respect to ownership of the Bonds . 107�661.1 I-5 BRIGGS A-�D MORGAN Dated at Saint Paul, Minnesota, this day of October, �999 . Professional Association 1077661.1 I-6 APPENDIX II CONTINUfNG 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 $4, 395, 000 General Obligation Improvement Bonds, Series 1999B (the "Bonds") . The Bonds are being issued pursuant to a Resolution adopted September 21, 1999 (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 bIr the Issuer for the benefit of the Owners and in order to assist the Participating Underwriters in complying with SEC Rule 15c2-12 (b) (5) . SECTION 2 . Definitions. In addition to the definitions set forth in the Resolution, which apply to any capitalized term used in this Disclosure Undertaking unless otherwise defined in this Section, the following capitalized terms shall have the following meanings : "Annual Report" shall mean any annual financial information provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Undertaking. "Audited Financial Statements" shall mean the financial statements of the Issuer audited annually by an independent certified public accounting firm, prepared pursuant to generally accepted accounting principles promulgated by the Financial Accounting Standards Board, modified by governmental accounting standards promulgated by the Government Accounting Standards Board. "Dissemination Agent" shall mean such party from time to time designated in writing by the Issuer to act as information dissemination agent and which has filed with the Issuer a written acceptance of such designation. "Fiscal Year" shall be the fiscal year of the Issuer. "Governing Body" shall, with respect to the Bonds, have the meaning given that term in Minnesota Statutes, Section 475 . 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. 1077662.1 II-1 "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 , 1999, prepared in connection with the Bonds. "Owners" shall mean the registered holders and, if not the same, the beneficial owners of any Bonds. "Participating Underwriter" shall mean any of the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds. "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 th� Securities Exchange Act of 1934, as the same may be amended from time to time or interpreted by the Securities and Exchange Commission. "State" shal� 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, 199� , the Issuer shall, or shall cause the Dissemination Agent to, as soon as available, but in any event not later than December 31, 2000 , and by December 31 of each year thereafter, provide to each Repository an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Undertaking. B. If the Issuer is unable to provide to the Repositories an Annual Report by the date required in subsection A, the Issuer shall send a notice of such delay and estimated date of delivery to each Repository or to the MSRB and to the State Depository, if any. SECTION 4 . Content and Format of Annual ReAorts . 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 1077662.1 ��-2 document or as separate documents comprising a package, and may cross-reterence other information as provided in this Disclosure Undertaking. The following financial information and operating data shall be supplied: A. an update of the type of information contained in the Official Statement under the caption CITY PROPERTY VALUES; CITY INDEBTEDNESS; and CITY TAX RATES, LEVIES AND COLLECTIONS; B. Audited Financial Statements of the Issuer. The Audited Financial Statements of the Issuer may be submitted to each Repository separately from the balance of the Annual Report . In the event Audited Financial Statements of the Issuer are not available on or before the date for filing the Annual Report with the appropriate Repositories as set forth in Section 3 .A. above, unaudited financial statements shall be provided as part of the Annual Report . The accounting principles pursuant to which the financial statements will be prepared will be pursuant to generally accepted accounting principles promulgated by the Financial Accounting Standards Board, as such principles are modified by the governmental accounting standards promulgated b�r 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. Reportinct of Significant Events. A. This Section 5 shall govern the giving of notices of the occurrence of any of the following events with respect to the Bonds, if material : (1) principal and interest payment delinquency; (2? non-pa�rment related defaults; (3) unscheduled draws on debt service reserves reflecting financial difficulties; (4) unscheduled draws on credit enhancements reflecting financial difficulties; (5) substitution of credit or liquidity providers, or their failure to perform; (6) adverse tax opinions or events affecting the tax- exempt status of the security; (7) modifications to rights of security holders; 1077662.1 I I-3 (8) optional or unscheduled redemption of any Bonds; (9) defeasances; (10) release, substitution or sale of property securing repayment of the Bonds; and (11) rating changes. B. Whenever an event listed in Section S .A. above has occurred, the Issuer shall as soon as possible determine if such event would constitute material information for Owners of Bonds . If knowledge of the Occurrence would be material, the Issuer shall promptly file a notice of such Occurrence with each National Repository or the MSRB and with the State Depository, if any. C. The Issuer agrees to provide or cause to be provided, in a timely manner, to each National Repository or the MSRB and to the State Depository, if any, notice of a failure by the Issuer to provide the Annual Reports described in Section 4 . SECTION 6 . Termination of Reportina Obliqation. 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 Aaent. 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 Owners, SECTION 9 . Additional Information. Nothing in this Disclosure Undertaking shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Undertaking or any other means of communication, or including any other information in any Annual Report or notice of an Occurrence, in addition to that which is required by this Di�closure Undertaking. If the 1077662.1 i i-4 Issuer chooses to include any information in any Annual Report or notice of an Occurrence in addition to that which is specifically required by this Disclosure Undertaking, the Issuer shall have no obligation under this Disclosure Undertaking to update such information or include it in any future Annual Report or notice of an Occurrence. SECTION 10 . Default. In the event of a failure of the Issuer to provide information required by this Disclosure Undertaking, any Owner may take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the Issuer to comply with its obligations to provide information under this Disclosure Undertaking. A default under this Disclosure Undertaking shall not be deemed an Event of Default under the Resolution, and the sole remedy under this Disclosure Undertaking in the event of any failure of the Issuer to comply with this Disclosure Undertaking shall be an action to compel performance. SECTION 11. Beneficiaries. This Disclosure Undertaking shall inure solely to the benefit of the Issuer, the Participa- ting Underwriters and Owners from time to time of the Bonds, and shall create no rights in any other person or entity. SECTION 12 . Reserved Rights . The Issuer reserves the right to discontinue providing any information required under the Rule if a final determination should be made by a court of competent jurisdiction that the Rule is invalid or otherwise unlawful or, subject to the provisions of Section 8 hereof, to modify the undertaking under this Disclosure Undertaking if the Issuer determines that such modification is required by the Rule or by a court of competent jurisdiction. Date: , 1999 CITY OF ROSEMOUNT BY Tts By Its 1077662.1 I I-5 EXHIBIT A Bloomberg Municipal Repository P.O. Box 840 Princeton, NJ 08542-0840 Phone: (609) 279-3200 Fax: (609) 279-5962 Thomson Municipal Services 395 Hudson Street - Third Floor New York, NY 10014 Attn: Municipal Disclosure Phone: (800) 689-8466 Fax: (212) 989-2078 Kenny Information Systems Inc. 65 Broadway - 16th Floor New York, NY 10006-2511 Attn: Repository Services Phone: (212) 770-4595 Fax: (212) 797-7994 DPC Data Inc. One Executive Drive Fort Lee, NJ 07024 Phone: (201) 346-0791 Fax: (201) 947-0107 E-Mail: Nrmsir@dpcdata.com 1077662.1 !I-6 CONTINUING DISCLOSURE UNDERTAKING This Continuing Disclosure Undertaking (the "Disclosure Undertaking") is executed and delivered by the City of Rosemount, Minnesota (the "Issuer" ) , in connection with the issuance of $855, 000 General Obligation Storm Water Revenue Bonds, Series 1999C (the "Bonds" ) . The Bonds are being issued pursuant to a Resolution adopted September 21, 1999 (the "Resolution" ) . Pursuant to the Resolution and this Undertaking, the Issuer covenants and agrees as follows : SECTION 5 . Purpose of the Disclosure Undertakinct. This Disclosure Undertaking is being executed and delivered by the Issuer for the benefit of the Owners and in order to assist the Participating Underwriters in complying with SEC Rule 15c2-12 (b) (5) . SECTION 6 . Definitions . In addition to the definitions set forth in the Resolution, which apply to any capitalized term used in this Disclosure Undertaking unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Annual Report" shall mean any annual financial information provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Undertaking. "Audited Financial Statements" shall mean the financial statements of the Issuer audited annually by an independent certified public accounting firm, prepared pursuant to generally accepted accounting principles promulgated by the Financial Accounting Standards Board, modified by governmental accounting standards promulgated by the Government Accounting Standards Board. "Dissemination Agent" shall mean such party from time to time designated in writing by the Issuer to act as information dissemination agent and which has filed with the Issuer a written acceptance of such designation. "Fiscal Year" shall be the fiscal year of the Issuer. "Governing Body" shall, with respect to the Bonds, have the meaning given that term in Minnesota Statutes, Section 475 . 51, Subdivision 9 . "MSRB" shall mean the Municipal Securities Rulemaking Board. "National Repository" shall mean any Nationally Recognized Municipal Securities Information Repository for purposes of the Rule . The National Repositories as of the date of execution of this Undertaking are as listed on Exhibit A. 1077661.1 I f-7 "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 , 1999, prepared in connection with the Bonds . "Owners" shall mean the registered holders and, if not the same, the beneficial owners of any Bonds . "Participating Underwriter" shall mean any of the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds . ��Repository" shall mean each National Reposi�ory 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, che Bonds . "Rule" shall mean Rule 15c2-12 (b) (5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time or interpreted by the Securities and Exchange Commission. "State" shall mean the State of Minnesota. "State Depository" shall mean any public or private repository or entity designated by the State as a state depository for the purpose of the Rule . As of the date of this Disclosure Undertaking, there is no 5tate Depository in Minnesota. SECTION 7 . Provision of Annual Reports . A. Beginning in connection with the Fiscal Year ending on December 31, 1999 , the Issuer shall, or shall cause the Dissemination Agent to, as soon as available, but in any event not later than December 31, 2000 , and by December 31 of each year thereafter, provide to each Repository an Annual Report which is consistent with the requiremerits of Section 4 of this Disclosure Undertaking. g, If the Issuer is unable to provide to the Repositories an Annual Report by the date required in subsection A, the Tssuer 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 8 . Content and Format of Annual Reports . The Issuer' s Annual Report shall contain or incorporate by reference the financial information and operating data pertaining to the Issuer listed below as of the end of the preceding Fiscal Year. The Annual Report may be submitted to each Repository as a single document or as separate documents comprising a package, and may 1077661.1 �'�8 cross-reference other information as provided in this Disclosure Undertaking. The following financial information and operating data shall be supplied: A. an update of the type of information contained in the Official Statement under the caption CITY PROPERTY VALUES; CITY INDEBTEDNESS; and CITY TAX RATES, LEVIES AND COLLECTIONS; B. Audited Financial Statements of the Issuer. The Audited Financial Statements of the Issuer may be submitted to each Repository separately from the balance of the Annual Report . In the event Audited Financial Statements of the Issuer are not available on or before the date for filing the Annual Report with the appropriate Repositories as set forth in Section 3 .A. above, unaudited financial statements shall be provided as part of the Annual Report . The accounting principles pursuant to which the financial statements will be prepared will be pursuant to generally accepted accounting principles promulgated by the Financial Accounting Standards Board, as such p�inciples are modified by the governmental accounting standards promulgated by the Government Accounting Standards Board, as in effect from time to time. If Audited Financial S�atements 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 9 . Reporting of Significant Events. A. This Section 5 shall govern the giving of notices of the occurrence of any of the following events with respect to ' the Bonds, if material : (1) principal and interest payment delinquency; (2) non-payment related defaults; (3) unscheduled draws on debt service reserves reflecting financial difficulties; (4) unscheduled draws on credit enhancements reflecting financial difficulties; (5) substitution of credit or liquidity providers, or their failure to perform; (6) adverse tax opinions or events affecting the tax- exempt status of the security; (7) modifications to rights of security holders; (8) optional or unscheduled redemption of any Bonds; 1077661.1 I I-9 (9) defeasances; (10) release, substitution or sale of property securing repayment of the Bonds; and (11) rating changes. B. Whenever an event listed in Section S .A. above has occurred, the Issuer shall as soon as possible determine if such event would constitute material information for Owners of Bonds. If knowledge of the Occurrence would be material, the Issuer shall promptly file a notice of such Occurrence with each National Repository or the MSRB and with the State Depository, if any. �. The Issuer agrees to provide or cause to be provided, in a timely manner, to each National Repository or the MSRB and to the State Depository, if any, notice of a failure by the Issuer to provide the Annual Reports described in Section 4 . SECTION 10 . Termination of Reportina Obliaation. 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 11 . Dissemination AQent . 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 12 . Amendment ; Waiver. Notwithstanding any other provision of this Disclosure Undertaking, the Issuer may amend this Disclosure Undertaking, and any provision of this Disclosure Undertaking may be waived, if (a) a change in law or change in the ordinary business or operation of the Issuer has occurred, (b) such amendment or waiver would not, in and of itself, cause the undertakings herein to violate the Rule if such amendment or waiver had been effective on the date hereof but taking into account any subsequent change in or official interpretation of the Rule, and (c) such amendment or waiver is supported by an opinion of counsel expert in federal securities laws to the effect that such amendment or waiver would not materially impair the interests of Owners. SECTION 13 . 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 additidn to that which is specifically required by this Disclosure Undertaking, the Issuer shall have no 1077661.1 ��-�U obligation under this Disclosure Undertaking to update such information or include it in any future Annual Report or notice of an Occurrence. SECTION 14 . Default . In the event of a failure of the Issuer to provide information required by this Disclosure Undertaking, any Owner may take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the Issuer to comply with its obligations to provide information under this Disclosure Undertaking. A default under this Disclosure Undertaking shall not be deemed an Event of Default under the Resolution, and the sole remedy under this Disclosure Undertaking in the event of any failure of the Issuer to comply with this Disclosure Undertaking sha11 be an action to compel performance. SECTION 15 . Beneficiaries. This Disclosure Undertaking shall inure solely to the benefit of the Issuer, the Participa- ting Underwriters and Owners from time to time of the Bonds, and sha11 create no rights in any other person or entity. SECTION 16 . Reserved Ric�hts. The Issuer reserves the right to discontinue providing any information required under the Rule if a final determination should be made by a court of competent jurisdiction that the Rule is invalid or otherwise unlawful or, subject to the provisions of Section 8 hereof, to modify the undertaking under this Disclosure Undertaking if the Issuer determines that such modification is required by the Rule or by a court of competent jurisdiction. Date : , 1999 CITY OF ROSEMOUNT BY Its By Its 2077661.1 �i-11 EXHIBIT A Bloomberg Municipal Repository P.O. Box 840 Princeton, NJ 08542-0840 Phone: (609) 279-3200 Fax: (609) 279-5962 Thomson Municipal Services 395 Hudson Street - Third Floor New York, NY 10014 Attn: Municipal Disclosure Phone: (800) 689-8466 Fax: (212) 989-2078 Kenny Information Systems Inc. 65 Broadway - 16th Floor New York, NY 10006-2511 Attn: Repository Services Phone : (212) 770-4595 Fax: (212) 797-7994 DPC Data Inc. One Executive Drive Fort Lee, NJ 07024 Phone : (201) 346-0791 Fax: (201) 947-0107 E-Mail : Nrmsir@dpcdata.com 1077661.1 II-12 APPENDiX IIl SUMMARY OF TAX LEVIES, PAYMENT PROVISIONS, AND MINNESOTA REAL PROPERTY VALUATION Following is a summary of certain statutory provisions effective through 1999 relative to tax levy procedures, tax payment and credit procedures, and the mechanics of reaf property valuation. The summary does not purport to be inclusive of all such provisions or of the specific provisions discussed, and is qualified by reference to the complete text of applicable statutes, rules and regu{ations of the State of Minnesota. Property Valuations (Chapter 273, Minnesota Statutes) Assessor's Estimated Market Value. Each parcel of real property subject to taxation must, by statute, be appraised at least once every four years as of January 2 of the year of appraisal. With certain exceptions, ali property is valued at its market value which is the value the assessor determines to be the price the property to be fairly worth, and which is referred to as the "Estimated Market Value." Limitation of Market Value Increases. Effective through assessment year 2001, the amount of increase in market value for all property classified as agricultural homestead or non-homestead, residential homestead or non-homestead, or non-commercial seasonable recreational residential, which is entered by the assessor in the current assessment year, rnay not exceed the greater of (i) 10% of the preceding year's market value or (ii) 1/4 of the difference between the current assessment and the preceding assessment. fndicated Market Value. Because the Estimated Market Value as determined by an assessor may not represent the price of real property in the marketplace, the "Indicated Market Value" is generally regarded as more representative of full value. The Indicated Market Value is determined by dividing the Estimated Market Value of a given year by the same year's sales ratio determined by the State Department of Revenue. The sales ratio represents the overall relationship befinreen the Estimated Market Value of property within the taxing unit and actual selling price. Net Tax Capacitv. The Net Tax Capacity is the value upon which net taxes are levied, extended and collected. The Net Tax Capacity is computed by applying the class rate percentages specific to each type of property classification against the Estimated Market Vaiue. Class rate percentages vary depending on the type of properly as shown on the last page of this Appendix. The formulas and class rates for converting Estimated Market Value to Net Tax Capacity represent a basic element of the State's property tax refief system and are subject to annual revisions by the State Legislature. Property taxes are determined by multiplying the Net Tax Capacity by the tax capacity rate, expressed as a percentage. Property Tax Payments and Delinquencies (Chapters 275, 276, 277, 279-282 and 549, Minnesota Statutes) Ad valorem property taxes levied by local governments in Minnesota are extended and collected by the various counties within the State. Each taxing jurisdiction is required to certify the annual tax ievy to the county auditor within five (5) working days after December 20 of the year preceding the collection year. A listing of properly taxes due is prepared by the county auditor and turned over to the county treasurer on or before the first business day in March. The county treasurer is responsible for collecting all property taxes within the county. Real estate and personal property tax statements are mailed out by March 31. One-half (1/2) of the taxes on real property is due on or before May 15. The remainder is due on or before October 15. Real property taxes not paid by their due date are assessed a penalty which, depending on the type of property, increases from 2% to 4% on the day after the due date. In III-1 the case of the first instaliment 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 �5, 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 definquent 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 de(inquencies outstanding as of �ebruary 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 Departm�nt 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 residenfial 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 bafance in most cases being divided on the following basis: county - 40%; town or city- 20%; and schoo! 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 fevy 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 app(ication 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. 27�.70 to 275.74 (Laws 1997, Chapter 231, Article 3)) Prior limitations restricting the ability of local governments in Minnesota to levy property taxes expired in 1993. New overall levy limitations are in effect for taxes levied in 1997 and 1998 for all counties and cities with populations exceeding 2,500. Levy increases are limited generally to 2.2% over the payable 1997 tax levy plus any increase due to growth in population. 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 iease 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 III-2 request. Final adjustments to al{ levies must be made by the Department ofi 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 foflowing: 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. Obfigations issued for the acquisition and betterment of pubfic 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 obfigations 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 Obfigation 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 ob{igations, 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 fevy taxes, its ability to levy taxes for a deficiency in prior fevies for payment of general obligation indebtedness is without limitation as to rate or amount. Metropolitan Revenue Distribution (Chapter 473F, Minnesota Statutes) "Fiscal Disparities Law" The Charles R. Weaver Metropofitan Revenue Distribution Act, more commonly known as "Fiscal Disparities," was first implemented for taxes payable in 1975. Forty percent of the increase in commercial-industrial (including pubfic 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. Ill-3 \ o � o O �p � � �O O (C �O�O� ��O C6 � NO � � � � p ... N ��.. O� OM���N L f00� � (6� > � N v�i p � �O V � � C6 O� ����� O -p �l� � U 7 N mrn >i�.. � � o � n c �"`' m > �ti � t ��- W o o ��n ro m L. �'fl � o � m `� a@i 'C W �`,� �� aNi W f6`� m o W� ° vNi o�o, �n Q o U � W p v�p �c- o m n p N o N O �O 6> 'p O � @ o �'o @�- O N 7 W'D �n � p U tn U` � U O'a !n � � p N '`O o �o� C C� ~ � p �o N O o p@ V �o �O O U 0 �N O � U �o a o O V o ��N �N (D �N � � Z J `p �O �Otn `O� � �O m�jf`') NM N� �Ij�N NO�N t,� �� ����N � �t N � � C r . �CV � �i C �� �C� C C d 1� C 7 r C M O �t6 (0 � 'D (fl'- \O �fj Qy • O '�ty �. `'_ > u3 c0•- O� O_... 69'- U IL L�LI � >L Q.O >ia °ou�iia rn ]�ia E....=>c�� o � rn�.cia] � �>� c E Q� N� �n �' � a�i � � � � � o o Q LL.W N U- W 2'ti LU W iLL W W ii W Z U Z._. 0 o y o 0 � ,� o C v� � p O -p o p O N ` O N O.... � C I� p � � � vNi �O O f6 � d�00 ��O c4 � �O � v� � �p w ¢� � 0�... � O�O� � (00� .�Q c6� � t� � ai O L � � �� �� O � O � � � N '�� C6 u�i c p �.- a� ui� >� •-�•-... �ui� a� >�n w � Q°' �� 'm c ° � � c�v >.�v`-ia`- f6 � �� � � �� � a ��n� � m � W'A -C° > m `s� � �Wo`.�.9y� � wf°� y ° ul o N o ya� U U � "' � o a� o � o <-o o� -a o @ o � n o � X>- o N �� w-a v, c� oo m y � y � o-a u� � � o y 'Loo Xo N ��o a� �' H > o �o �no o m � o'o a�o � �ofd �N o� � � o�o�o o�o �n� ��ca � @� � I� � N O X�C1 X O O N X �tf) m� U X N X C'7 � � X 6j� fD� O X� EA�'-N�` � � � � ZJ ��N �OM �� y yc0 C� f4 �C7 N tCj�N �/j�—d. � N E � � COL W G C.� I� C�- . p CV h � C �� �C O C` C N I� C �CV 0� C� ��f4�(6 � p)�'O Q o Efl f6 ' O ��p ff3 N� > EH N• O (�H'- U � 0. N�ia ouiiv � v> >.�m ��r>>w) o i rn�t m]m N�m oii w o Q >� ao Q g rn � a�� � � � � � U lLL W N tL W �li W W LL W W ILL W Z U Z Q � o � o 0 � o C m O � 'O o p O �.- N O C O � N F o v, y o o � �o�oo a �.,�o o �,.. a> F- o a� N N� o ca ��0000 � � o c�i �n W fn y �o °' o m oo� ov,000`n @ ,a `�o � � m v°'i ° Z Z .U°' �N 'c p L � N� ��r`-�•� o� � �O uJ o o � � N O >n • c o � � m a�io�ym�`� m�Y �i» � o �'� O � @� �� �� � � N �W N w c��.- i @ p � �p � � M �,a O W ~ Q U � W O V N �� O f� a p d O d O U �M C � �� o U o N "O'd O X} O V) 3 W'O tp ro O p U N U N � ��j � O N tiV„O o X o C C � J �Lti ~ > o �o c°�ifl,' 0 �6 �' o'o aooc�ioc�icov �m�o o �o E�r' �`n@ t6mm = �W N Z J N�p �Oroi N rn � NO c''�c� aXico axiM s � `—°�n p yc� E`t'��N � UL N c � WN ~ �N 'ooN ^� `m � oN 'mi»L�i� > omo`- � ca Vi��m � � o��=a � Q ��m o�m a� >s io E c.-.)w> o ��]ia `�m �� W � Q >.c ao O Q U ii w o�i ii w �ii w w w w ii w z U z¢ � > >- , o � OW � � ' _ �' o o -o o a o � o 0 0 � p- Y W o � N �o o � ,o 000 'v' o o w m � 0. �o m �n �� o m 'o�oo � - �o cv �n � }- QO ��n �o ��°' o io �o� ov�o�"� c�n .'Q `°o � � c�'c N ° Q � �U� �N C `p � N N'D �O��T�'� N N �p w ` 7 N �� a �� �� � o � � � � .CW�i+g�nN �o a W� o y o N aNi c� � a� rn.«. m.� y m p d o �n � . .n o W V `m w a �@ �� o o� �o m o d o v>��o p m �" 0 x')- O vl Q� W'O tA @ O p U N U N f0 N N (0 O N �U p o �o CJ '��O.-, Q Q ~' > p V c � d o O � V �o n'O O U O U N � C3 c p � V O �1�� �� � @ N f4 e � � �J Q y O �O M N m d N O C,r�.M N� N M � ���? O �CO ��N�,N � �L N C I ~ Z � G N .a�N h � C �N C�y C UJ C j p fU0 O� � C d � `cE�f0 � � p��'� W �>m ouiiu � o> >sia E `c�`«-"] ° ��) cc ` Q— �i� =ii w � >� ao � �g v � � a��' � � � � � o 0 O iLL LJ rj il W �LL. W W W W li W Z U Z Q z o N o a O � ' � �' o � v f%� q � � � �o�oo `o �o o ,� m ai � r-� �`- o f6 c�pop� c 'S o > � u�'i a�'c W �d. o Liu o� ov,uio�n.- m � f°o � � `° � r°� '�a� ro � c�i� >o•-•-r- � d >o uJ � Z n� �� � � � c�a �,�m�m�m m�w �� � o �inm cu � � o O Umwo �.� `oo� �W �o �o � rn�v oo m� a`�i `"' �' � U � @� O N �C �y � �O @ y � � t6 N N f4 O v7 `�O �O N N N O N ~ > O �o O � U �o �O O U O U N � N�o O V o �ti O �� N � � C � N O x O O N X �O ��N X N X� � y N� �X� �N'-N i � � 3 � J �p N� N y 0 C�C'7 d C7 N L lfJ p �� � � (S3� y C Z � C�j I� � C 7 C�j �C�i �L C ; 0 �p e- C C' � i N�(6 m � p��'O 0 E»•- � �r m j o �� > > >�>� �>� �ii W � �L ao m � t m w. w o > � � a�i i � � � � i� p p Q— N w W cYj I,i W R Ii W W W W LL.W Z U Z a � c t° � u: � . y o c�a � @ � @ c � � o N p � o � � _� a� _ � � U ° ° � y° � c aUi� -o = Z m � � c m �a y � � � j V (9-� J C C C .�. � � N C � -� .�et V V � l4� U � � Q Q U v> > III-4 APPENDIX IV ANNUAL FINANCIAL STATEMENTS The City is audited annually by an independent certified public accounting firm. Data shown on the following pages has been extracted from the annual audits for fiscal years ended December 31, 1998, 1997 and 1996. The audits for all years shown were prepared on the modified accrual basis of accounting for governmental funds, and the accrual basis of accounting for proprietary funds. The reader shoufd be aware that the complete audits may confain additional information which may interpret, explain or modify the data presented herein. The City's comprehensive annual financial report for the year ended 1997 was awarded the Certificate of Achievement for Excellence in Financial Reporting by the Government Finance Officers Association of the United States and Canada (GFOA). The Certificate of Achievement is the highest form of recognition for excellence in state and loca! government financial reporting. In order to be awarded a Certificate of Achievement, a government unit must publish an easily readable and efficiently organized comprehensive annua! 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 plans to submit its 1998 CAFR to GFOA. IV-1 Q th � N ch U] (O � t0 t0 t") N C) c7 � f7 N O CO � W V M (D .�- V V M M � { M rn O N Q t�D N r oD h c+� n O u^j V o') c0 O N f0 n t�O_1`�� ch (7 � ro � N CO I�f�- M Q (D N t0 c'J � 2 � N N I�(O N a0 O> f� M t0 �- N I� p�j � � � t7 6� ��'1 O Vf � N N � �'J R fD � C�'J O � � Ori J .� Z N M OI tD � N (p O � � N � Q � � } 1�t+l Q N h N N Q_ d O N W N M t") N O i� �- t") � ID fD O ��" f`'� �(? 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DOUGHERTY SUMMIT SECURITIES LLC SALE: September 21, 1999 Moody's Rating: A2 Interest Net Interest True interest Bidder Rates Price Cost Rate MILLER, JOHNSON & KUEHN, INC. 4.70% 2001-2007 $844,740.00 $413,083.33 5.2138% DOUGHERTY SUMMIT SECURITlES LLC 4.80% 2008 4.90% 2009 " 5.00% 2010 5.05% 2011 5.10% 2012 5.20% 2013 5.30% 2014 5.40% 2015 CRONIN &COMPANY, INCORPORATED 4.75% 2001-2006 $846,270.80 $418,000.03 5.2719% 5.00% 2007-2009 5.10% 2010 5.15% 2011 5.20% 2012 5.25% 2013 5.35% 2014 5.40% 2015 (Continued) SAINT PAUL,MN • M[NN£APOLIS,MN • MILWAUKEE,WI • OVERLAND PARK,KS • WASHINGTON,DC • DES MOINES,IA interest Net Interest True Interest Bidder Rates Price Cost Rate NORWEST INVESTMENT SERVICES, INC. 4.20% 2001 $844,740.00 $419,033.33 5.2820% 4.30% 2002 ' 4.40% 2003 4.50% 2004 4.60% 2005 4.70% 2006 4.80% 2007 4.90% 2008 5.00% 2009 5.10% 2010 5.20% 2011 5.25% 2012 5.30% 2013 5.40% 2014 5.50°l0 2015 BERNARDI SECURITIES, INCORPORATED 4.30% 2001 $844,740.00 $427,309.17 5.3855% 4.40% 2002 4.54% 2003 4.60% 2004 4.70% 2005 4.80% 2006 4.90% 2007 5.00% 2008 5_10% 2009 5.15% 2010 5.25% 2011 5.35% 2012 5.45% 2013 5.55% 2014 5.60% 2015 REOFFERING SCHEDULE OF THE PURCHASER Rate Year Yield 4.70% 2001 4.10% 4.70% 2002 4.20% 4.70% 2003 4.30% 4.70% 2004 4.40% 4.70% 2005 4.50% 4.70% 2006 4.60% 4.70% 2007 Par 4.80°/a 2008 Par 4.90% 2009 Par 5.00% 2010 Par 5.05% 2011 Par 5.10% 2012 Par 5.20% 2013 Par 5.30°/a 2014 Par 5.40% 2015 Par BBI: 5.69% Average Maturity: 9.30 Years