Municipality of Monroeville - PFM Municipal Bond Auction Website
Transcription
Municipality of Monroeville - PFM Municipal Bond Auction Website
This Preliminary Official Statement and the information contained herein are subject to completion, amendment or other change without notice. The Bonds may not be sold nor may offers to buy be accepted prior to the time the Preliminary Official Statement is delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Bonds in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the applicable securities laws of any such jurisdiction. PRELIMINARY OFFICIAL STATEMENT DATED MARCH 2, 2010 NEW ISSUE-BOOK ENTRY ONLY RATINGS: S&P: “AA-“ (Underlying) (See Ratings herein) In the opinion of Bond Counsel, under existing law and assuming continuing compliance by the Municipality with certain covenants intended to assure continuing compliance with the Internal Revenue Code of 1986, as amended (the "Code"), and all applicable regulations thereunder, interest on the Bonds (including any original issue discount properly allocable to the owner of a Bond) is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; however, for the purpose of computing the alternative minimum tax imposed on certain corporations (as defined for federal income tax purposes), such interest is taken into account in determining adjusted current earnings. Furthermore, in the opinion of Bond Counsel, under existing law, the Bonds are exempt from Pennsylvania personal property taxes and the interest on the Bonds is exempt from Pennsylvania personal income tax and corporate net income tax. For a discussion of other federal tax consequences arising with respect to the Bonds, see "Tax Exemption and Other Tax Matters". The Municipality will designate each of the Bonds as a “qualified tax-exempt obligation” within the meaning of Section 265(b)(3) of the Code and, in the case of certain financial institutions (within the meaning of Section 265(b)(5) of the Code), a deduction is allowed for 80% of that portion of such financial institutions’ interest expense allocable to interest on the Bonds. See “Tax Exemption and other Tax Matters” herein. $11,310,000* Municipality of Monroeville Allegheny County, Pennsylvania General Obligation Bonds, Series of 2010 Dated: April 15, 2010 Interest Payable: June 1 and December 1 Principal Due: June 1, as shown on inside cover First Interest Payment: June 1, 2010 GENERAL: The General Obligation Bonds, Series of 2010 (the “Bonds”) in the aggregate principal amount of $11,310,000* will be issued in registered form, without coupons, in denominations of $5,000 or any integral multiple thereof. The Bonds will be registered in the name of Cede & Co., as the registered owner and nominee of The Depository Trust Company ("DTC"), New York, New York. Beneficial ownership of the Bonds may be acquired in denominations of $5,000 or any integral multiple thereof only under the book-entry only system maintained by DTC through its brokers and dealers who are, or act through, DTC Participants. The purchasers of the Bonds will not receive physical delivery of the Bonds. For so long as any purchaser is the beneficial owner of a Bond, that purchaser must maintain an account with a broker or a dealer who is, or acts through, a DTC Participant to receive payment of principal of and interest on the Bonds. See "THE BONDS--BOOK-ENTRY ONLY SYSTEM" herein. If, under the circumstances described herein, Bonds are ever issued in certificated form, the Bonds will be subject to registration of transfer, exchange and payment as described herein. The principal of the Bonds will be paid to the registered owners or transferees, when due, , Pennsylvania. Interest on the Bonds is payable upon presentation and surrender of the Bonds at the corporate trust office of semiannually on June 1 and December 1 of each year, beginning June 1, 2010, until the principal sum thereof is paid. Payment of interest on the Bonds will be made by check drawn on the Paying Agent mailed to the registered owners of the Bonds as of the Record Date (as defined in the section titled "The Bonds" herein). REDEMPTION: The Bonds are subject to redemption, in whole or in part, prior to their stated maturity as more fully described herein. SECURITY: The Bonds are general obligations of the Municipality, secured by the full faith, credit and taxing power of the Municipality. The Municipality has covenanted to pay, as and when due, the principal of and interest on the Bonds, to include in its annual budget such amounts when due, and to appropriate such amounts for such payment, and for such budgeting, appropriation and payment the Municipality has pledged irrevocably its full faith, credit and taxing power, which taxing power presently includes the power to levy ad valorem taxes on all taxable property within the Municipality, presently unlimited as to rate or amount for such purpose. PURPOSE OF THE ISSUE: Proceeds from the Bonds will be used (1) to currently refund the Municipality’s outstanding General Obligation Bonds, Series of 2003; (2) to currently refund the Municipality’s outstanding General Obligation Bonds, Series A of 2003; (3) to currently refund the Municipality’s outstanding General Obligation Bonds, Series of 2005; and (4) to pay the costs of issuing the Bonds. AUTHORIZATION FOR ISSUANCE: The Bonds will be executed and delivered in accordance with the Local Government Unit Debt Act of the Commonwealth of Pennsylvania, Act of December 19, 1996, 53 Pa. Cons. Stat. Chs. 80-82, as amended (the “Debt Act”), and pursuant to an ordinance (the “Ordinance”) duly enacted by the Council of the Municipality on March , 2010. As a condition to issuance, proceedings with respect to the issuance of the Bonds will have been approved by the Department of Community and Economic Development of the Commonwealth of Pennsylvania pursuant to the Debt Act. MATURITIES, AMOUNTS, RATES AND PRICES (As Shown on Inside Cover) LEGAL APPROVALS: The Bonds are offered when, as and if issued, subject to withdrawal or modification of the offer without notice, and subject to the approving legal opinion of Cohen & Grigsby, P.C., of Pittsburgh, Pennsylvania, Bond Counsel, to be furnished upon delivery of the Bonds. Certain matters will be passed upon for the Municipality by Bruce E. Dice & Associates, of Pittsburgh, Pennsylvania, Municipality Solicitor. Public Financial Management, Inc. will serve as Financial Advisor to the Municipality as it relates to the issuance of the Bonds. It is expected that the Bonds will be available for delivery through DTC or its agent, on or about April , 2010. PUBLIC FINANCIAL MANAGEMENT, INC. Financial Advisor to the Municipality Dated: *Estimated, subject to change. $11,310,000* Municipality of Monroeville Allegheny County, Pennsylvania General Obligation Bonds, Series of 2010 Dated: April 15, 2010 Interest Due: June 1 and December 1 Principal Due: June 1, and shown below First Interest Payment: June 1, 2010 Principal Amounts June 1 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Interest Rates (A portion of the Bonds may be structured as Term Bonds. See "Invitation to Bid".) *Estimated, subject to change. Prices Municipality of Monroeville Allegheny County, Pennsylvania Diane Allison. ........................................................................................................................................................................ Member Bernhard Erb .......................................................................................................................................................................... Member James Brown .......................................................................................................................................................................... Member Lois Drumheller ..................................................................................................................................................................... Member David W. Kucherer ................................................................................................................................................................ Member Carol J. McDevitt ................................................................................................................................................................... Member Clarence Ramsey ................................................................................................................................................................... Member Marshall W. Bond -------------------------------------------------------------------------------------------------------------------------- Secretary * Huntington Bank (Monroeville Office) ----------------------------------------------------------------------------------------------- Treasurer* *Non-voting member. MAYOR Gregory Erosenko .................................................................................................................................................................... Mayor David Kucherer.. .......................................................................................................................................................... Deputy Mayor ADMINISTRATION Marshall W. Bond ................................................................................................................................................ Municipal Manager Susan E. Werksman ...................................................................................................................... Director of Personnel and Finance SOLICITOR BRUCE E. DICE & ASSOCIATES Pittsburgh, Pennsylvania BOND COUNSEL COHEN & GRIGSBY, P.C. Pittsburgh, Pennsylvania FINANCIAL ADVISOR PUBLIC FINANCIAL MANAGEMENT, INC. Harrisburg, Pennsylvania PAYING AGENT , Pennsylvania MUNICIPALITY ADDRESS Municipal Building 2700 Monroeville Boulevard Monroeville, Pennsylvania 15146-2388 No dealer, broker, salesman or other person has been authorized by the Municipality of Monroeville, Allegheny County, Pennsylvania (the “Municipality”) to give information or to make any representations, other than those contained in this Preliminary Official Statement. If given or made, such other information or representations must not be relied upon as having been authorized by any of the foregoing. This Preliminary Official Statement does not constitute an offer to sell or the solicitation of an offer to buy any security other than the Bonds, nor shall there be any sale of the Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth in this Preliminary Official Statement has been obtained from the Municipality and other sources which are believed to be reliable. Such information is not guaranteed as to accuracy or completeness. The information and expressions of opinion in this Preliminary Official Statement are subject to change without notice and neither the delivery of this Preliminary Official Statement nor any sale made under it shall, under any circumstances, create any implication that there has been no change in the affairs of the Municipality since the date hereof. TABLE OF CONTENTS Page Page Types of Indebtedness under the Debt Act ............................. 17! Borrowing Capacity ................................................................ 17! Pension Plans........................................................................... 17! Future Financing ..................................................................... 18! INTRODUCTORY STATEMENT ................................................. 1! AUTHORITY FOR ISSUANCE ..................................................... 1! PURPOSE OF THE ISSUE ............................................................. 1! LITIGATION ................................................................................... 18! SOURCES AND USES OF BOND PROCEEDS ........................... 1! TAX EXEMPTION AND OTHER TAX MATTERS ................... 18! THE BONDS ..................................................................................... 2! CONTINUING DISCLOSURE UNDERTAKING ....................... 20! General Description ................................................................. 2! Payment of Principal and Interest............................................ 2! Transfer, Exchange and Registration of Bonds....................... 2! CONTINUING DISCLOSURE STATUS ...................................... 21! NEGOTIABILITY ........................................................................... 21! BOOK-ENTRY ONLY SYSTEM ................................................... 3! UNDERWRITING ........................................................................... 21! REDEMPTION OF BONDS............................................................ 4! RATING ............................................................................................ 21! Mandatory Redemption ........................................................... 4! Notice of Redemption .............................................................. 4! Manner of Redemption ............................................................ 5! LEGAL OPINION ........................................................................... 21! SECURITY FOR THE BONDS ...................................................... 5! FINANCIAL ADVISOR .................................................................. 22! General Obligations ................................................................. 5! Sinking Fund............................................................................ 5! MISCELLANEOUS ......................................................................... 22! APPENDIX A - DEMOGRAPHIC AND ECONOMIC INFORMATION RELATING TO THE MUNICIPALITY OF MONROEVILLE THE MUNICIPALITY .................................................................... 6! Introduction.............................................................................. 6! Form of Municipal Government .............................................. 6! ECONOMY OF THE MUNICIPALITY ....................................... A-1! Introduction ............................................................................. A-1! Income ..................................................................................... A-6! Commercial Activity ............................................................... A-7! Transportation ......................................................................... A-7! Public Utilities ......................................................................... A-7! Health Care and Emergency Services ..................................... A-7! Higher Education..................................................................... A-7! Public Education ..................................................................... A-8! Communications ...................................................................... A-8! Parks and Recreation ............................................................... A-8! TAXES AND TAXING POWERS ........................................................... 6! HISTORICAL TAX LEVIES .......................................................... 7! MUNICIPALITY FINANCES ........................................................ 7! Accounting and Auditing Policies and Procedures ................. 7! Basis of Presentation-Fund Accounting .................................. 8! Basis of Accounting ................................................................ 8! Summary and Discussion of Financial Results ....................... 8! REVENUES AND EXPENDITURES* .......................................... 9! STATEMENT OF REVENUES AND EXPENDITURES ............ 12! APPENDIX B! Bond Counsel Opinion! REAL ESTATE TAX ............................................................................ 13! APPENDIX C! MUNICIPALITY OF MONROEVILLE! COMPREHENSIVE ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2008! REAL ESTATE TAX COLLECTION ..................................................... 13! Construction Permits ............................................................... 15! EMPLOYEE RELATIONS............................................................. 16! DEBT AND DEBT LIMITS ............................................................ 16! i [THIS PAGE INTENTIONALLY LEFT BLANK] PRELIMINARY OFFICIAL STATEMENT $11,310,000* Municipality of Monroeville Allegheny County, Pennsylvania General Obligation Bonds, Series of 2010 INTRODUCTORY STATEMENT This Preliminary Official Statement, including the cover page and the Appendices hereto, is furnished in connection with the offering of $11,310,000* aggregate principal amount of the Municipality of Monroeville, Allegheny County, Pennsylvania (the “Municipality”) General Obligation Bonds, Series of 2010, dated as of April 15, 2010 (the "Bonds"). The Bonds are being issued pursuant to an Ordinance of the Municipality enacted March , 2010 (the “Ordinance”), and pursuant to the Local Government Unit Debt Act of the Commonwealth of Pennsylvania, Act of December 19, 1996, 53 Pa. Cons. Stat. Chs. 80-82, as amended (the “Debt Act”). , Pennsylvania (the “Paying Agent”) will act as the Paying Agent and Sinking Fund Depository for the Bonds. The Bonds are general obligations of the Municipality, and the full faith, credit and taxing power of the Municipality are pledged for the payment of the principal of and interest on the Bonds when due. The Bonds are payable from its tax and other general revenues, including unlimited ad valorem taxes on all taxable real property in the Municipality, which taxing power is presently without limitation as to rate or amount for such purpose (See “Security” herein). Neither the delivery of this Preliminary Official Statement nor any sale of the Bonds made hereunder shall, under any circumstances, create any implication that thereafter there have been no changes in the affairs of the Municipality since the date of this Preliminary Official Statement or the earliest date as of which certain information contained herein is given. AUTHORITY FOR ISSUANCE The Bonds are issued in accordance with the requirements of the Debt Act and pursuant to the Ordinance. Issuance of the Bonds will be approved by the Department of Community and Economic Development of the Commonwealth pursuant to the Debt Act. PURPOSE OF THE ISSUE Proceeds from the Bonds will be used (1) to currently refund the Municipality’s outstanding General Obligation Bonds, Series of 2003 outstanding in the aggregate principal amount of $1,285,000 (the “2003 Bonds”); (2) to currently refund the Municipality’s outstanding General Obligation Bonds, Series A of 2003 outstanding in the aggregate principal amount of $3,505,000 (the “2003A Bonds”); (3) to currently refund the Municipality’s outstanding General Obligation Bonds, Series of 2005 outstanding in the aggregate principal amount of $6,115,000 (the “2005 Bonds”); and (4) to pay the costs of issuing the Bonds. Upon the issuance of the Bonds, a portion of the proceeds thereof will be deposited with Manufacturers and Traders Trust Company, paying agent for the 2003 Bonds, for the 2003A Bonds, and for the 2005 Bonds. Such deposited proceeds will be sufficient to redeem and pay at the redemption price of 100% of the principal amount, plus accrued interest pursuant to the redemption dates on the 2003 Bonds and the 2003A Bonds on April 15, 2010. The 2005 Bonds will be called for optional redemption, at a redemption price of 100% of principal amount plus accrued interest, pursuant to the optional redemption provisions applicable to the 2005 Bonds, on June 1, 2010. SOURCES AND USES OF BOND PROCEEDS The following is a summary of the sources and uses of the proceeds from the issuance of the Bonds. Source of Funds Bond Proceeds..................................................................................................................................................... Accrued Interest .................................................................................................................................................. Total Source of Funds ...................................................................................................................................... Use of Funds Amount Required to Redeem the 2003 Bonds .................................................................................................... Amount Required to Redeem the 2003A Bonds Amount Required to Redeem the 2005 Bonds Costs of Issuance(1) ............................................................................................................................................ Total Use of Funds ............................................................................................................................................ (1) Includes legal, financial advisor, printing, municipal bond insurance, rating, total bond discount, CUSIP, paying agent and miscellaneous costs. *Estimated, subject to change. 1 THE BONDS General Description The Bonds will be issued in one or more series only as fully registered bonds, without coupons, in the denominations of $5,000 and integral multiples thereof. The Bonds will be issued as one fully registered Bond for each maturity of the Bonds in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”), as registered owner of all Bonds. See “THE BOND-Book-Entry Only System” herein. The Bonds will be dated as of April 15, 2010, and will mature, subject to prior redemption as hereinafter described, in the principal amounts and on the dates, and will bear interest at the rates, set forth on the cover of this Preliminary Official Statement. Interest on the Bonds is payable semiannually on June 1 and December 1 of each year, commencing June 1, 2010. Payment of Principal and Interest Subject to the provisions described under “THE BONDS-Book-Entry Only System” below, principal of the Bonds will be payable upon maturity or earlier redemption to the registered owner of each Bond, or assigns, upon presentation and surrender thereof at the office of the Paying Agent, , Pennsylvania. Interest is payable to the registered owner of a Bond from the interest payment date next preceding the date of registration and authentication of the Bond unless: (a) such Bond is registered and authenticated as of an interest payment date, in which event such Bond shall bear interest from said interest payment date, or (b) such Bond is registered and authenticated after a Record Date (hereinafter defined) and before the next succeeding interest payment date, in which event such Bond shall bear interest from such interest payment date, or (c) such Bond is registered and authenticated on or prior to the Record Date (hereinafter defined) next preceding June 1, 2010, in which event such Bond shall bear interest from April 15, 2010, or (d) as shown by the records of the Paying Agent, interest on such Bond shall be in default, in which event such Bond shall bear interest from the date on which interest was last paid on such Bond. Interest shall be paid on the Bonds semiannually on June 1 and December 1 of each year, beginning June 1, 2010, until the principal sum is paid. Interest on each Bond is payable by check drawn on the Paying Agent, which shall be mailed to the registered owner whose name and address shall appear, at the close of business on the fifteenth (15th) calendar day of the month immediately preceding each interest payment date (whether or not a day on which the Paying Agent shall be open for business) (the "Record Date"), on the registration books maintained by the Paying Agent irrespective of any transfer or exchange of the Bond subsequent to such Record Date and prior to such interest payment date, unless the Municipality shall be in default in payment of interest due on such interest payment date. In the event of any such default, such defaulted interest shall be payable to the person in whose name the Bond is registered at the close of business on a special record date for the payment of such defaulted interest established by notice mailed by the Paying Agent to the registered owners of such Bonds not less than fifteen (15) days preceding such special record date. Such notice shall be mailed to the persons in whose names such Bonds are registered at the close of business on the fifth (5th) day preceding the date of mailing. If the date for payment of the principal of or interest on any Bond shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in the Municipality where the designated corporate trust office of the Paying Agent is located are authorized by law or executive order to close, then the date for payment of such principal or interest shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized to close, and payment on such date shall have the same force and effect as if made on the nominal date established for such payment. Transfer, Exchange and Registration of Bonds Subject to the provisions described below under “THE BONDS--Book-Entry Only System”, Bonds are transferable or exchangeable by the registered owners thereof upon surrender of Bonds to the Paying Agent, at its designated corporate trust office in , Pennsylvania, accompanied by a written instrument or instruments in form, with instructions, and with guaranty of signature satisfactory to the Paying Agent, duly executed by the registered owner of such Bond or his attorney-in-fact or legal representative. The Paying Agent shall enter any transfer of ownership of Bonds in the registration books and shall authenticate and deliver at the earliest practicable time in the name of the transferee or transferees a new fully registered bond or bonds of authorized denominations of the same maturity and interest rate for the aggregate principal amount which the registered owner is entitled to receive. The Municipality and the Paying Agent may deem and treat the registered owner of any Bond as the absolute owner thereof (whether or not a Bond shall be overdue) for the purpose of receiving payment of or on account of principal and interest and for all other purposes, and the Municipality and the Paying Agent shall not be affected by any notice to the contrary. The Municipality and the Paying Agent will not be required (a) to register the transfer of or exchange any Bonds then considered for redemption during a period beginning at the close of business on the fifteenth (15th) day next preceding any date of selection of Bonds to be redeemed and ending at the close of the business day on which the applicable notice of redemption is mailed, or (b) to register the transfer of or exchange any portion of any Bond selected for redemption until after the redemption date. Bonds may be exchanged for a like aggregate principal amount of Bonds of other authorized denominations, of the same maturity and interest rate. 2 BOOK-ENTRY ONLY SYSTEM Portions of the following information concerning DTC and DTC's book-entry only system have been obtained from DTC. The Municipality and the Underwriter make no representation as to the accuracy of such information. Initially, DTC will act as Securities Depository for the Bonds. The Bonds initially will be issued solely in book-entry form to be held under DTC's book-entry only system, 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 Bond certificate will be issued for each maturity of the Bonds, in the aggregate principal amount of the Bonds of such maturity, and will be deposited with DTC. DTC, the world's largest depository, is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 2 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments from over 85 countries that DTC’s participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC, in turn, is owned by a number of Direct Participants of DTC and Members of the National Securities Clearing Corporation, Government Securities Clearing Corporation, MBS Clearing Corporation, and Emerging Markets Clearing Corporation, (NSCC, GSCC, MBSCC, and EMCC, also subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has Standard & Poor’s highest rating: AAA. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. So long as the Bonds are maintained in book-entry form with DTC, the following procedures will be applicable with respect to the Bonds. 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 Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Bonds, except in the event that use of the book-entry system for the Bonds is discontinued. To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC's nominee name, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the 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 Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. As long as the book-entry system is used for the Bonds, redemption notices will 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. As long as the book-entry system is used for the Bonds, principal or redemption price of, 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 the payable date. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, the Paying Agent or the Municipality, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal or redemption price and interest to DTC is the responsibility of the Municipality or the Paying Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments Beneficial Owners of the Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the financing documents. For example, Beneficial Owners of the Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. 3 Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Bonds, unless authorized by a Direct Participant in accordance with DTC's Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Paying Agent as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Bonds are credited on the record date (identified in listing attached to the Omnibus Proxy). Redemption proceeds, distributions, and interest payments on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the Municipality or the Paying Agent, on the payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC (nor its nominee), the Paying Agent, or the Municipality, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and interest payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Municipality or the Paying Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving reasonable notice to the Municipality and the Paying Agent. In addition, the Municipality may decide to discontinue use of the system of book-entry transfers through DTC (or a successor Securities Depository). Under either of such circumstances, in the event that a successor Securities Depository is not obtained, Bond certificates are required to be printed and delivered. The Municipality and the Paying Agent will have no responsibility or obligation to any Securities Depository, any Participants in the book-entry system, or the Beneficial Owners with respect to (i) the accuracy of any records maintained by the Securities Depository or any Participant; (ii) the payment by the Securities Depository or by any Participant of any amount due to any Participant or Beneficial Owner, respectively, in respect of the principal amount or redemption price of, or interest on, any Bonds; (iii) the delivery of any notice by the Securities Depository or any Participant; (iv) the selection of the Beneficial Owners to receive payment in the event of any partial redemption of the Bonds; or (v) any other action taken by the Securities Depository or any Participant. In the event of the discontinuance of the book-entry system for the Bonds, Bond certificates will be printed and delivered and the following provisions of the Paying Agent Agreement will apply: (i) principal or redemption price of the Bonds will be payable upon surrender of the Bonds at the designated corporate trust office of the Paying Agent located in , Pennsylvania as provided in the Ordinance; (ii) Bonds may be transferred or exchanged for other Bonds of authorized denominations at the designated office of the Registrar of the Bonds, without cost to the owner thereof except for any tax or other governmental charge; and (iii) Bonds will be issued in denominations as described above under "THE BONDS." REDEMPTION OF BONDS Mandatory Redemption Bidders may elect to structure the issue to include term Bonds, which term Bonds, if selected by the bidder, will be subject to mandatory redemption prior to maturity, in the years and amounts as shown in the Invitation to Bid, upon payment of the principal amount of Bonds to be redeemed, together with accrued interest to the date fixed for redemption, or upon maturity, as applicable. Bonds to be redeemed shall be selected by lot by the Paying Agent. Optional Redemption The Bonds stated to mature on or after June 1, 2016 are subject to redemption prior to maturity, at the option of the Municipality, in whole or in part, from time to time on June 1, 2015, or on any date thereafter, and, if in part, in such order of maturity as selected by the Municipality, in either case upon payment of a redemption price of 100% of the principal amount plus accrued interest to the redemption date. In the event less than all Bonds of any particular maturity are to be redeemed, the Bonds to be redeemed shall be drawn by lot by the Paying Agent. Notice of Redemption Notice of any redemption of Bonds shall be given by depositing a copy of the redemption notice by first class mail, postage prepaid not more than sixty (60) days and not less than thirty (30) days prior to the date fixed for redemption, addressed to each of the registered owners of Bonds to be redeemed, in whole or in part, at the addresses shown on the registration books kept by the Paying Agent as of the date such Bonds are selected for redemption. Neither the failure to mail notice of redemption nor any defect therein or in the mailing thereof shall affect the validity of any proceeding for redemption of other Bonds called for redemption as to which proper notice has been given. 4 On the date designated for redemption, notice having been provided as aforesaid, and money for payment of the principal and accrued interest being held by the Paying Agent, interest on the Bonds and portions thereof so called for redemption shall cease to accrue and such Bonds and portions thereof so called for redemption shall cease to be entitled to any benefit or security under the Ordinance, and registered owners of such Bonds shall have no rights with respect to such Bonds, except to receive payment of the principal of and accrued interest on such Bonds to the date fixed for redemption. If at the time of mailing of such notice of redemption, the Municipality shall not have deposited with the Paying Agent funds sufficient to redeem all of the Bonds called for redemption, such notice may state that it is conditional in that it is subject to the deposit of redemption moneys with the Paying Agent no later than the redemption date and that such notice will be of no effect unless such moneys are so deposited. If the date fixed for redemption of a Bond shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in the municipality where the designated corporate trust office of the Paying Agent is located are authorized by law or executive order to close, then the date for payment of such principal or interest upon such redemption shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized by law or executive order to close, and payment on such day shall have the same force and effect as if made on the nominal date established for such payment. Manner of Redemption If a Bond is of a denomination larger than $5,000, a portion of such Bond may be redeemed. For the purposes of redemption, a Bond shall be treated as representing that number of Bonds which is obtained by dividing the principal amount thereof by $5,000, each $5,000 portion of such Bond being subject to redemption. In the case of partial redemption of a Bond, payment of the redemption price shall be made only upon surrender of such Bond in exchange for Bonds of authorized denominations in aggregate principal amount equal to the unredeemed portion of the principal amount thereof. SECURITY FOR THE BONDS General Obligations The Bonds will be general obligations of the Municipality, payable from its tax and other general revenues, which taxing power presently includes ad valorem taxes which may be levied on all taxable real property within the Municipality presently without limitation as to rate or amount. The Municipality has covenanted that it will provide in its budget for each year, and will appropriate from its general revenues in each such year, the amount of the debt service on the Bonds for such year, and will duly and punctually pay or cause to be paid from its Sinking Fund, as hereinafter defined, or any other of its revenues or funds, the principal of every maturity of the Bonds and the interest thereon at the dates and place and in the manner stated on the Bonds, and for such budgeting, appropriation and payment the Municipality irrevocably has pledged its full faith, credit and taxing power. Sinking Fund A sinking fund created under the Ordinance (the "Sinking Fund") shall be held by Manufacturers and Traders Trust Company, Harrisburg, Pennsylvania, (the “Sinking Fund Depository”). The Municipality shall deposit in the Sinking Fund not later than each date when interest or principal is to become due on the Bonds, a sum which together with any other available funds on deposit in the Sinking Fund, shall be sufficient to pay in full interest and principal then due and payable on the Bonds. 5 The Sinking Fund shall be secured and may be invested by the Sinking Fund Depository in securities or deposits authorized by the Debt Act, upon direction of the Municipality. Such deposits and securities, if any, shall be in the name of the Municipality but subject to withdrawal or collection only by the Sinking Fund Depository, and such deposits and securities, together with interest thereon shall be a part of the Sinking Fund. The Sinking Fund Depository is authorized, without further order from the Municipality, to pay from the Sinking Fund the principal of and interest on the Bonds when due and payable. THE MUNICIPALITY Introduction The Municipality of Monroeville, Allegheny County, Pennsylvania (the “Municipality”), was incorporated as the Borough of Monroeville on January 25, 1951. On January 5, 1976, the Municipality became a Home Rule Charter Municipality pursuant to the provisions of its Home Rule Charter, dated March 5, 1974 (the “Charter”); the Charter was subsequently approved by the electorate of the Municipality on May 2, 1974. The Municipality is located approximately ten miles east of the City of Pittsburgh, Allegheny County, Pennsylvania (the “City”), which is the county seat of Allegheny County, Pennsylvania (the “County”). The Municipality is bordered to the north by the Municipality of Plum, to the south by the Townships of North Huntingdon and North Versailles, to the east by the Municipality of Murrysville and the Township of Penn, and to the west by the Municipality of Penn Hills and the Township of Wilkins. The Municipality was originally a rural and agricultural area. Tremendous development began with the extension of the Pennsylvania Turnpike in the early 1950’s. Today, the Municipality encompasses a total land area of 19.5 square miles, of which approximately 97% is now developed. According to the Pennsylvania State Tax Equalization Board, the land use assessment of the Municipality is classified approximately 53% residential, 42% commercial, 1.61% lots, and 3.4% industrial. Rapid and significant growth in both the residential and commercial real estate composition of the Municipality has occurred over the last fifteen years. The population of the original Municipality of Monroeville was 8,000; the 2000 population of the Municipality was 29,349. This represents a population increase of some 21,349 people, or 272.6% over the last forty-three years. The Municipality is the home of several major employers representing such diverse industries health care, research and retail services. Forbes Regional Hospital-West Penn is currently the largest employer, operating a Health Care and Emergency Services Hospital. Cedars of Monroeville is the second largest employer operating a Nursing Facility. Westinghouse Electric Company is currently the third largest employer operating a facility known as Westinghouse Energy Center. Westinghouse Electric Company is in the process of moving its facility out of the Municipality. This moving process should be complete by the beginning of 2012. Numerous full-time and part-time jobs are provided to area residents by Monroeville Mall, Expo Mart and Miracle Mile Shopping Center. Form of Municipal Government Pursuant to the provisions of the Charter, the Municipality is governed by a Mayor and a seven-member Municipal Council. Each of the seven members of the Municipal Council are elected by ward throughout the Municipality to serve four-year terms of office. The terms of office of the Council members are staggered so that the members representing the odd-numbered wards are elected two years apart from members representing the even-numbered wards. One of the seven members of the Municipal Council is designated as the Deputy Mayor. The Charter further stipulates that the Mayor is permitted to cast a vote relating to legislative matters only in the event of a tie. The daily operations of the Municipality are delegated by the Mayor and Municipal Council to the Municipal Manager. According to the Organizational Structure for Monroeville Municipal Government, contained in the Municipality’s 2007 Budget, the Municipal Manager is responsible for the following major government functions: General Government Services, Public Safety, Cable Television, Public Works, Community Development, Library Services, Recreation, Parks, and Human Services. The Municipal Manager is also responsible for the services provided by the Municipal Solicitor, Municipal Engineer, and Municipal Treasurer. Taxes and Taxing Powers General The Municipality has the power to levy and collect annually a tax for general municipality purposes not exceeding 30 mills on taxable real estate, and in addition, a tax sufficient (that is without limit) for the purpose of paying debt service charges on the indebtedness of the Municipality. Various additional millage rates for specific purposes are likewise provided for. 6 Pursuant to the Act of December 31, 1965, as amended, the “Local Tax Enabling Act”, the Municipality may levy various taxes, including the following, at the following limited rate: 1. 2. 3. 4. 5. 6. 7. 8. 9. Per Capita or other similar head tax, not over $10.00. This tax was replaced and repealed with the Local Services Tax (“LCS”) of $52.00 per year collected per resident and will become effective January 1, 2008. Gross receipts tax on wholesale dealers, not over 1 mill. Gross receipts tax on retail dealers and restaurant proprietors, not over 1.5 mills. On wages, salaries, commissions and other earned income of individuals, not over 1%. On admissions to amusements, except motion picture theaters, not over 10%. On retail sales of tangible personal property, not over 2%. Flat rate occupation taxes, not over $10.00. Occupational privilege taxes, not over $10.00. This tax was eliminated and replaced by an Emergency and Municipal Services Tax in the amount of $52.00. Name changed to Local Services Tax (see above). On transfer of real property, not over 1%. In addition, the Municipality may levy an additional real property transfer tax not in excess of 1% on certain real estate transfers pursuant to the Act of May 5, 1981, as amended by Act No. 77 of 1986, the “State Realty Transfer Tax Act”. Currently, the Municipality does not levy a tax under this Act. When two political subdivisions impose any one of the above taxes on the same person, subject, business, transaction or privilege, located within both political subdivisions, then the tax levied during the time of such duplication shall be one-half of the rate above limited. The aggregate amount of all taxes imposed under this Act shall not exceed 2.2 mills times the total fair market value of real estate in the Municipality as certified by the State Tax Equalization Board. HISTORICAL TAX LEVIES Shown below are the taxes levied during the past ten years by the Municipality. 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 Real Estate (mills) 12.25(1) 12.25(1) 12.25(2) 2.20(2) 2.20(1) 2.20(2) 2.20(2) 2.20(2) 2.20(2) 2.20(2) 2.20(2) Real Estate Transfer (%) 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 Wage and Income (%) 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Occupational Privilege ($) 10.00 10.00 10.00 10.00 10.00 10.00 n/a(3) n/a(3) n/a(3) n/a(3) n/a(3) Mechanical Device License Fee (per device) $100/200 of $400/500 $100/200 of $400/500 $100/200 of $400/500 $100/200 of $400/500 $100/200 of $400/500 $100/200 of $400/500 $100/200 of $400/500 $100/200 of $400/500 $100/200 of $400/500 $100/200 of $400/500 $100/200 of $400/500 Mercantile (mills) 2/2.5 2/2.5 2/2.5 2/2.5 2/2.5 2/2.5 2/2.5 2/2.5 2/2.5 2/2.5 2/2.5 Business Privilege(4) (mills) 4.00 4.00 4.00 4.00 4.00 4.00 4.00 4.00 4.00 4.00 4.00 Local Services ($) n/a(3) n/a(3) n/a(3) n/a(3) n/a(3) n/a(3) 10.00(3) 10.00(3) 10.00(3) 10.00(3) 10.00(3) (1) Since 1995, the Municipality has received an estimated $600,000 in proceeds from the Allegheny County Regional Assets District (ARAD) 1% sales tax. As mandated by Commonwealth law, two thirds of those proceeds must be used to reduce municipal taxes. (2) Due to reassessment and a change in the reassessment formula to provide for a current fair market value of assessment. (3) Local Services Tax replaced Emergency Municipal Services Tax. (4) Beginning in 2009, Council approved a tax calculation of 80% of gross receipts rather than 100% of gross receipts in an effort to induce new business in to the community. Source: Municipality Officials. MUNICIPALITY FINANCES Accounting and Auditing Policies and Procedures Hosack, Specht, Muetzel & Wood LLP, of Pittsburgh, Pennsylvania, currently serves as the independent auditor for the Municipality (the “Auditor”). The accounting policies of the Municipality conform to GAAP. Additionally, the Governmental Accounting Standards Board (“GASB”) is the accepted standard-setting body for establishing governmental accounting and financial reporting principles. 7 Basis of Presentation-Fund Accounting The accounts of the Municipality are organized on the basis of funds and account groups, each of which is considered a separate accounting entity. The operations of each fund are accounted for with a separate set of self-balancing accounts that comprise its assets, liabilities, fund equity, revenues, and expenditures or expenses, as appropriate. Government resources are allocated to and accounted for in individual funds based upon the purposes for which they are to be spent and the means by which spending activities are controlled. There are two major fund types; and two account groups which comprise the accounting system of the Municipality. The two major fund types are the Governmental Funds and the Fiduciary Funds. The Governmental Funds include the General Fund, Special Revenue Fund, Debt Service Fund, and the Capital Projects Fund. Fiduciary Funds are comprised primarily of the Pension Trust Funds and the Agency Fund. The two groups include the General Fixed Assets Account Group and the General Long-Term Debt Account Group. Basis of Accounting The modified accrual basis of accounting is used by all governmental fund types and the agency fund. Under the modified accrual basis of accounting, revenues are recognized when susceptible to accrual (i.e., when they become both measurable and available). “Measurable” means the amount of the transaction can be determined, and “available” means collectible within the current period or soon enough thereafter to be used to pay liabilities of the current period. Summary and Discussion of Financial Results A summary of the Balance Sheet (Governmental Funds) and the General Fund Balances is presented on the following tables. The budget for 2010, as adopted December 28, 2009, provides for a balanced budget of $26,104,836. The 2010 budget did not increase real estate taxes for property remaining at 2.20 mills. 8 MUNICIPALITY OF MONROEVILLE 2010 GENERAL FUND BUDGET REVENUES AND EXPENDITURES* 2010 Revenues Taxes Licenses and Permits Fines and Forfeits Interest, Rents and Royalties Intergovernmental Charges for Services Miscellaneous $19,258,400.00 $ 525,905.00 $ 98,000.00 $ 170,000.00 $ 1,607,877.00 $ 440,861.00 $ 3,351,571.00 Total Revenues $25,452,614.00 Cable TV Expenditure $ 242,522.00 Hotel/Motel Expenditures $ 409,700.00 TOTAL $26,104,836.00 Expenditures General Government Debt Service Public Safety Public Works Human Services Planning Services Sanitary Sewage/Transfer $ 3,882,432.00 $ 2,551,437.00 $10,368,899.00 $ 6,015,150.00 $ 2,056,428.00 $ 487,659.00 $ 89,200.00 Interfund Transfers $ 1,409.00 Total Expenditures $25,452,614.00 Cable TV Expenditure $ 242,522.00 Hotel/Motel Expenditures $ 409,700.00 TOTAL $26,104,836.00 Source: Municipality and budget report. *May not add due to rounding. 9 MUNICIPALITY OF MONROEVILLE 2009 ESTIMATED GENERAL FUND REVENUES AND EXPENDITURES* 2009 Estimated REVENUES: Taxes .................................................................................................................... Interest Revenues ................................................................................................. Finance and Personnel.......................................................................................... Liquid Fuels ......................................................................................................... Other Departments ............................................................................................... Cable TV Revenue ............................................................................................... Fire/Building/Code Enforcement ......................................................................... leisure Learning.................................................................................................... Community Development .................................................................................... Recycling ............................................................................................................. Police Patrol ......................................................................................................... Municipal Library ................................................................................................ Monroeville Community Pool .............................................................................. Total Revenues .................................................................................................... EXPENDITURES: General Government ............................................................................................ Public Safety ........................................................................................................ Public Works: ....................................................................................................... Debt Service: ........................................................................................................ Human Services ................................................................................................... Planning Services ................................................................................................. MMA/CVB Gas ................................................................................................... TOTAL EXPENDITURES ................................................................................. ............................................................................................................................. Excess (Deficiency) of Revenues Over Expenditures ............................................................................................. Source: Municipality and budget report. *May not add due to rounding. 10 $23,303,700 3,276,940 1,765,652 555,000 250,813 169,493 180,500 113,700 126,200 105,000 98,000 75,030 66,650 $30,086,678 $8,137,737 10,496,623 6,102,003 2,562,707 2,143,139 504,528 139,942 $30,086,679 ($1) MUNICIPALITY OF MONROEVILLE BALANCE SHEET GOVERNMENTAL FUNDS YEAR ENDED DECEMBER 31* ASSETS Cash and Cash Equivalents .............................. Investments ...................................................... Restricted Cash & Cash Equivalent ................ Restricted Investments ..................................... Taxes Receivable (net) ............................... Due from Other Funds...................................... Due from Other Governments .......................... Other Receivables (net, where applicable for allowance for uncollectible) Other Current Assets ........................................ TOTAL ASSETS ............................................ LIABILITIES AND FUND BALANCES Liabilities Due to Other funds ........................................ Accounts Payable ........................................... Contracts Payable .......................................... Accrued Salaries and Benefits........................ Returnable Deposits ...................................... Unearned Revenues ....................................... Deferred Revenue........................................... Total Liabilities ................................................ Fund Balances Reserve for Encumbrances ............................. Reserve for Retiree Health Insurance benefits Reserve for Fiscal Emergency....................... Reserve for Capital Projects ........................... Unreserved-Designated for Future Capital Projects Unreserved-Undesignated .............................. General Fund ............................................... Special Revenue Fund ................................. Capital Projects Fund .................................. Total Fund Balances ......................................... ......................................................................... TOTAL LIABILITIES AND FUND BALANCES 2005 2006 2007 2008 $15,253,046 3,979,295 343,186 5,819,583 2,248,249 1,115,216 24,488 $14,795,042 2,768,301 1,606,238 4,793,587 2,246,650 3,108,579 90,719 $20,310,364 1,903,609 931,154 5,583,673 2,420,110 1,977,458 390,418 $15,528,136 1,668,424 2,460,802 4,277,942 2,481,735 1,915,093 204,027 707,469 433,747 $29,924,279 752,286 $30,161,402 380,881 5,711 $33,903,378 256,977 5,551 $28,798,687 $1,115,216 1,084,051 395,078 403,768 168,827 2,240,099 $3,108,579 784,523 386,057 213,995 2,707,433 $1,977,458 1,362,266 375,284 318,742 2,586,960 $1,915,093 1,344,923 227,431 86,248 2,661,114 5,407,039 7,200,587 6,620,710 6,234,809 $490,808 6,162,769 83,417 5,155,171 3,735,482 $655,291 6,399,825 83,417 3,721,413 2,899,448 $686,111 6,514,827 83,417 8,413,715 2,343,481 $885,733 6,738,744 83,417 4,230,068 2,540,377 8,359,289 765,877 (235,573) $24,517,240 8,391,832 809,589 $22,960,815 8,373,585 867,522 $27,282,658 7,149,666 935,873 $22,563,878 $29,924,279 $30,161,402 $33,903,368 $28,798,687 Source: Municipality Financial Statements *May not add due to rounding 11 The following table shows the Statement of Revenues and Expenditures and Changes in Fund Balance, Governmental Funds at December 31, 2004 through December 31, 2008: MUNICIPALITY OF MONROEVILLE STATEMENT OF REVENUES AND EXPENDITURES AND CHANGES IN FUND BALANCE GOVERNMENTAL FUNDS YEAR ENDED DECEMBER 31* REVENUES: Taxes ............................................................................................... Licenses and Permits....................................................................... Fines and forfeits ............................................................................ Interest Rents and Royalties ........................................................... Intergovernmental ........................................................................... Charges for Services ....................................................................... Interest and Rent ............................................................................. Miscellaneous ................................................................................. Other................................................................................................ Total Revenues 2004 2005 2006 2007 2008 $18,416,948 1,179,309 120,904 $19,122,033 1,093,704 120,656 $20,565,999 1,055,011 150,222 1,798,854 1,017,658 358,990 2,149 $22,894,812 2,695,881 908,030 763,746 61,482 $24,765,532 1,716,888 877,220 1,234,063 11,134 $25,610,537 $20,861,746 1,176,854 158,759 1,203,292 1,987,942 888,780 51,790 $26,329,163 $20,861,100 1,078,265 146,335 909,950 1,708,639 841,872 57,634 $25,603,795 $3,718,128 8,682,700 $3,875,424 9,914,915 $3,918,294 9,403,266 $3,978,115 10,566,677 $3,739,361 10,310,515 EXPENDITURES: General Government ....................................................................... Public Safety ................................................................................... Public Works: Sanitation ................................................................................... Highways ................................................................................... Culture and Recreation ................................................................... Conservation and development....................................................... Insurance Premiums ........................................................................ Capital Outlay ................................................................................. Debt Service: ................................................................................... Tax Anticipation Note/Principal ................................................... Tax Anticipation Note/Interest ..................................................... Principal ..................................................................................... Interest ........................................................................................ Reserve ............................................................................................ Bond issue costs .............................................................................. TOTAL EXPENDITURES ............................................................ 959,148 2,835,702 2,890,997 492,765 895,783 2,495,056 954,687 2,877,094 2,908,233 480,279 943,860 9,515,543 937,142 3,475,994 2,973,726 443,707 941,605 2,877,887 1,014,532 2,941,222 3,559,372 461,409 951,513 3,885,834 1,081,621 3,055,005 3,440,371 460,014 767,909 5,106,678 850,000 633,804 $24,454,083 1,390,000 632,302 $33,492,337 1,425,000 770,341 $27,166,962 1,460,000 739,807 $29,558,481 1,515,000 997,711 $30,474,185 Excess (Deficiency) of Revenues Over Expenditures ....................................................................... (1,559,271) (8,726,805) (1,556,425) (3,229,318) (4,870,390) Other Financing Sources (uses) ...................................................... Bond Proceeds ................................................................................ Refunding bonds issued .................................................................. Bond discount ................................................................................. Payments to refunded bond escrow agent ...................................... Bond premium ................................................................................ Proceeds from sale of sewer system ............................................... Sale of Fixed Assets ........................................................................ Transfer of sewer fund net assets.................................................... Residual equity transfer in .............................................................. Residual transfer out ....................................................................... Operating transfers in...................................................................... Operating transfers out ................................................................... Total Other Financing Sources (uses) ............................................ 0 6,135,000 7,520,000 (85,837) (7,317,087) 6,152,652 (6,152,652) 6,252,076 377,863 (377,863) 0 7590000 (38,829) 160,555 (160,555) 7,551,171 151,600 172,358 (172,358) 151,600 Excess (Deficiency) of Revenues and Other Financing Sources Over Expenditures and Other Financing Uses ..................................... (1,559,271) (2,474,729) (1,556,425) 4,321,853 (4,718,790) Fund Balances - January 1, ....................................................... 28,551,240 26,991,969 24,517,240 22,960,815 27,282,668 Fund Balances - December 31, ................................................... $26,991,969 $24,517,240 $22,960,815 $27,282,668 $22,563,878 Source: Municipality Financial Statements *May not add due to rounding 12 The largest sources of revenue for estimated 2008 are the real estate taxes, which account for 20.2 percent of total revenue, charges for services, which represents 3.8 percent total revenues, and the Intergovernmental revenues, which represents 6.6 percent of total revenue. Between 2004 and 2008, receipts increased by a compound average annual percent of 2.3 percent and expenditures increased by a compound average annual percent of 4.5 percent. Real Estate Tax The Municipality levies a real estate tax of 2.20 mills for general purposes. The following tables summarize recent trends in real estate tax rates for the Municipality and overlapping jurisdictions, and in real estate assessment and tax collections. The ten largest real estate taxpayers for 2008 are shown on an accompanying table. These ten taxpayers account for approximately 17.7 percent of the aggregate assessed value of Municipality property. The last countywide assessment in Allegheny County became effective in 2001. MUNICIPALITY OF MONROEVILLE COMPARATIVE REAL ESTATE TAX RATES (Mills on Assessed Value) 2004 2.20 18.41 4.69 Municipality of Monroeville ........................................................ Gateway School District .............................................................. Allegheny County ........................................................................ 2005 2.20 19.41 4.69 2006 2.20 19.41 4.69 2007 2.20 19.41 4.69 2008 2.20 19.41 4.69 2009 2.20 19.41 4.69 Source: Municipal Officials Real Estate Tax Collection Real estate tax billings are mailed on March 1 and are due at face from April 30 to June 30 each year. Taxes are paid at a 2% discount until April 30 and at face value until June 30. Taxes paid after July 1 are assessed a 10% penalty. If the taxes remain unpaid, the accounts are turned over to the Municipality's Liened Tax Collection Office on January 15 of the following year. The Municipality’s Liened Tax Collection Office will proceed with collection efforts and sell the property at tax sale if necessary to satisfy the lien. MUNICIPALITY OF MONROEVILLE REAL PROPERTY TAX COLLECTION DATA Year 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 Total Tax Current Collections Levy $3,923,000 3,931,000 4,055,000 4,092,000 4,286,000 4,473,000 4,298,000 4,324,000 4,392,000 4,228,000 4,614,311 4,591,529 Amount $3,801,000 3,638,000 3,880,000 3,805,000 4,164,000 4,213,333 4,205,000 4,298,000 4,087,000 4,150,892 4,497,058 4,223,527 Current Year Collections as Percent of Total Tax Levy 96.89% 92.55% 95.68% 92.99% 97.15% 94.19% 97.84% 99.40% 93.06% 98.18% 97.46% 93.40% Source: Municipal financial statements. 13 Delinquent Tax Collections $121,000 91,000 120,000 56,000 67,000 71,000 139,000 137,000 59,756 78,878 42,659 65,182 Total Tax Collections To Total Total to Outstanding Delinquent Collections $3,922,000 3,729,000 4,000,000 3,861,000 4,231,000 4,284,333 4,344,000 4,435,000 4,146,756 4,229,770 4,539,717 4,288,709 Total Tax Levy 99.97% 94.86% 98.64% 94.35% 98.72% 95.78% 101.07% 102.57% 94.42% 100.04% 98.38% 93.40% Taxes $459,000 554,000 506,000 453,000 549,000 558,000 419,000 308,000 553,224 551,504 626,098 928,918 MUNICIPALITY OF MONROEVILLE REAL PROPERTY ASSESSMENT DATA Market Value 1,974,718,000 1,890,962,287 1,917,449,876 1,926,494,576 1,957,590,946 1,990,369,279 Year 2003 2004 2005 2006 2007 2008 Assessed Value 1,974,718,000 1,890,962,287 1,917,449,876 1,926,494,576 1,957,590,946 1,990,369,279 Ratio 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% Source: Pennsylvania State Tax Equalization Board. MUNICIPALITY OF MONROEVILLE ASSESSMENT BY LAND USE Residential .................... Lots ............................... Industrial ....................... Commercial ................... Agriculture .................... Land .............................. Trailers .......................... Total .............................. 2004 $1,017,475,460 32,927,555 58,594,100 781,252,172 713,000 0 0 $1,890,962,287 2005 $1,009,354,940 30,779,605 58,594,100 817,223,131 698,000 800,100 0 $1,917,449,876 2006 $1,020,697,740 31,047,605 58,594,100 814,720,631 698,000 736,500 0 $1,926,494,576 2007 $1,030,547,840 27,828,475 58,591,600 839,198,631 689,000 735,400 0 $1,957,590,946 2008 $1,036,245,040 24,543,815 58,021,600 870,009,221 698,000 571,600 280,000 $1,990,369,276 Source: Pennsylvania State Tax Equalization Board. MUNICIPALITY OF MONROEVILLE SUMMARY OF FINANCIAL FACTORS Population: 2000 Census .......................................................................................................................... 1990 Census .......................................................................................................................... Market Value of Taxable Real Property, 2008 ................................................................................ Assessed Valuation of Taxable Real Property, 2008 ...................................................................... Ratio of Assessed to Market Valuation ........................................................................................... 2008 Market Valuation Per Capita .................................................................................................. 2008 Assessed Valuation Per Capita ............................................................................................... Source: Municipal officials. 14 29,349 29,169 $2,031,303,000 $2,031,303,000 100.00% $69,212.00 $69,212.00 The ten largest taxpayers within the Municipality and their 2010 assessed valuation are shown below: MUNICIPALITY OF MONROEVILLE TEN LARGEST REAL PROPERTY TAXPAYERS, 2010(1) Taxable Assessed Valuation Taxpayer CBL Monroeville Partners Westinghouse Electric Corporation-HUB Properties PZ Miracle Mile Anne V. Lewis Eagle Ridge Apartments Cochran, RELP Monroeville SCLP OFEWLP Walnut Ivanhoe Partners Monroeville Dept. Investor $ 161,580,500 42,000,000 37,772,800 19,415,100 18,293,800 17,774,100 17,481,700 17,000,000 15,582,500 14,000,000 $ 360,900,500 Rank Percentage of Total Municipal Taxable Assessed Value 1 2 3 4 5 6 7 8 9 10 7.76% 2.02% 1.81% 0.93% 0.88% 0.85% 0.84% 0.82% 0.75% 0.67% 17.33% (1) A number of these properties may be the subject of an assessment appeal due to the change in assessment. Source: Municipal Officials. Construction Permits The following table sets forth a history of construction in the Municipality by the number and value of permits issued in the last ten years. Year 2001 2002 2003 2004 2005 2006 2007 2008 2009(1) PROPERTY VALUE $1,948,323 2,033,591 1,974,718 1,965,716 1,996,151 2,041,057 2,107,649 2,031,303 2,082,263 EXEMPTIONS $355,537 356,884 356,884 349,465 350,460 350,279 365,157 365,157 365,371 TOTAL $2,303,860 2,390,475 2,331,602 2,315,181 2,346,611 2,391,336 2,472,806 2,396,460 2,447,634 Note: All properties in Allegheny County, Pennsylvania have been reassessed during 2001. (1) As of February 18, 2010. 15 CONSTRUCTION NUMBER OF UNITS VALUE 363 25,427 391 31,267 418 41,374 412 67,622 332 42,041 243 31,458 312 40,256 234 35,434 231 38,742 EMPLOYEE RELATIONS There are presently 288 employees of the Municipality which consist of 152 full-time employees and 127 part-time employees and elected officials. The clerical employees are currently working under a contract which expires on December 31, 2009, the PSSU Public Works employees are working under a contract which expires August 31, 2011. The Refuse Collection Division is working under a contract which expires May 31, 2012, and the Police employees are working under a contract which expires on December 31, 2011. DEBT AND DEBT LIMITS The Table which follows shows the debt of the Municipality as of March 2, 2010, taking into account the issuance of the Bonds. MUNICIPALITY OF MONROEVILLE DEBT STATEMENT (As of March 2, 2010)* DIRECT DEBT Nonelectoral Debt General Obligation Bonds, Series of 2010 (last maturity 2019)..................................................................... General Obligation Bonds, Series of 2007 (last maturity 2022)..................................................................... General Obligation Bonds, Series A of 2005 (last maturity 2016) ................................................................. Total Nonelectoral Debt ................................................................................................................................. Gross Outstanding $11,310,000 7,585,000 7,420,000 26,315,000 Lease Rental Debt .......................................................................................................................................... $0 TOTAL DIRECT & LEASE RENTAL DEBT ............................................................................................. $52,630,000 OVERLAPPING DEBT Allegheny County, General Obligation(1) ....................................................................................................... Gateway School District(2) ............................................................................................................................. TOTAL OVERLAPPING DEBT .................................................................................................................. $22,111,067 46,947,384 $69,058,451 $121,688,451 TOTAL DIRECT AND OVERLAPPING DEBT DEBT RATIOS Per Capita ....................................................................................................................................................... Percent 2010 Assessed/Market Value ............................................................................................................ $4,146.26 5.99% *Includes the estimated Bonds being offered through this Preliminary Official Statement. Excludes the 2003 Bonds, the 2003A Bonds, and the 2005 Bonds being refunded herein. (1) Pro rata 3.4 percent of $648,467,500 outstanding general obligation debt. (2) Pro rata 97.4 percent of $48,200,680 outstanding general obligation debt, giving effect to expected estimated future reimbursement of sinking fund payments based on current State Aid Ratio. 16 Types of Indebtedness under the Debt Act The Debt Act establishes three forms of debt for a local government unit: (i) electoral debt (debt incurred with the approval of the electors for which there is no limitation on the amount that may be so incurred), (ii) nonelectoral debt (debt of a local government unit not being electoral or lease rental debt for which the limitation on all such net debt which may be incurred is 250 percent of the borrowing base for the Municipality), and (iii) lease rental debt (the principal amount of municipal authority debt or debt of another local government unit to be repaid by the local government unit pursuant to a lease, subsidy contract guarantee or other form of agreement where such debt is or may be payable out of the tax revenues and other general revenues; the limitation on all such net debt which may be incurred, including any net nonelectoral debt incurred, is 350 percent of the borrowing base for the Municipality). Any debt which is approved by the Pennsylvania Department of Community and Economic Development as subsidized or self-liquidating may be deducted or excluded from the determination of any such debt incurred in determining the net debt of the local government unit to which such limitations are applicable. Certain other deductions are allowed in determining net debt. Borrowing Capacity The Debt Act establishes debt limits for local government units. The basis for determining nonelectoral borrowing capacity is related to adjusted revenues received over the most recent three fiscal years. The following is a calculation of the current “borrowing base,” which is the arithmetic average of the total revenues of the Municipality after adjustments by the exclusion of certain subsidies, reimbursements, pledged revenues and non-recurring items: Total Revenues for 2006 Total Revenues for 2007 Total Revenues for 2008 Total(1) $ $ $ $ 23,473,862 24,032,523 25,529,940 73,036,325 Annual Arithmetic Average (Borrowing Base) The following is a calculation of the Municipality’s current net debt limitations. $ 24,345,442 Net Nonelectoral Debt Limit: Borrowing Base .................................................................................................................................. Multiplier ........................................................................................................................................... Net Nonelectoral Debt Limit ................................................................................................................... $24,345,442 250% $60,863,605 Combined Net Nonelectoral Debt and Net Lease Rental Debt Limit: Borrowing Base .................................................................................................................................. Multiplier ........................................................................................................................................... Combined Net Nonelectoral Debt and Net Lease Rental Debt Limit..................................................... $24,345,442 350% $85,209,047 (1) Excluding trust and agency funds. Pension Plans The Municipality has two defined benefit pension plans covering full-time employees, the Police Pension Plan, and the NonUniform Pension Plan. Both Plans operate under the authority of various municipal ordinances. The Police Pension Plan is a single employer plan, and the Non-Uniform Pension Plan is an agent multiple-employer plan. Plan provisions are established by municipal ordinance with the authority for municipal contributions required by Act 205 of the Commonwealth (the Act). Both receive bi-annual actuarial valuations. Any member of the police force employed on a full-time basis by the Municipality is eligible to participate in the Police Pension Plan. A police officer has a vested right to pension benefits upon having completed 12 years of service. Eligibility for the normal retirement benefit is the later of attainment of age 55 or 25 years of service. The monthly pension benefit is 50% of the participant’s average monthly earnings during the highest 36-month period of employment prior to retirement. The Police Pension Plan also provides for disability benefits, for total and permanent disablement, following the completion of one year of service. The monthly disability benefit is a percentage of the final average wage at the date of disablement based on years of service. If the disablement is service related, the benefit is 50% of the final average wage. In the event of death before retirement eligibility, contributions are refunded with credited interest. Employees of the Municipality who are permanent and not covered by another pension plan are eligible to participate in the Non-Uniform Pension Plan after six months of continuous service. Pension benefits become vested after the completion of 10 years of service. Eligibility for the normal retirement benefit is age 65, or 20 years of service regardless of age. The pension benefit formula is based upon 2% per year of service of the Final Average Salary (FAS – average salary for last three years). The maximum benefit is limited to 50% of FAS. A member may select a reduced joint annuitant benefit at retirement. Otherwise, the present value of the accrued benefit will be paid to the beneficiary if an active member is eligible for retirement at the time of 17 death. A disability benefit is provided in the Plan. If the disability is service related, the benefit is 50% of FAS. For non-service related disability with ten years of service, the benefit is 30% of FAS. Under the terms of the Plans, police employees are required to contribute 5% of their total earnings; the non-uniform employees are required to contribute 6% of their total earnings. As of January 1, 2007, the combined total of the assets available for benefits at market value for the two plans was $47,450,768. Future Financing The Municipality does not anticipate issuing additional long term debt in the near future. Other Post Employment Benefits (OPEB) The Municipality has developed a plan to address costs associated with OPEB which became part of the Municipality’s financial statements starting in 2008. The Municipality had previously funded the OPEB liability and set aside $6 million to fund retiree’s benefits out of general fund appropriations. During 2009, the OPEB Committee funded the OPEB Trust in the amount of $2,230,547 which is the Municipality’s Annual Required Contribution to OPEB from these reserved funds. LITIGATION Municipality officials and the Municipality Solicitor will deliver a certificate upon issuance of the Bonds to the effect that there is no litigation of any nature now pending or threatened, restraining or enjoining the issuance, sale, execution or delivery of the Bonds, or in any way contesting or affecting the validity of the Bonds or any proceedings of the Municipality taken with respect to the issuance or sale thereof. TAX EXEMPTION AND OTHER TAX MATTERS Pennsylvania Tax Exemption In the opinion of Bond Counsel, under existing law, the Bonds are exempt from personal property taxes in Pennsylvania and the interest on the Bonds is exempt from Pennsylvania personal income tax and corporate net income tax. Federal Tax Exemption As of the date of closing, Bond Counsel will issue an opinion to the effect that under existing law, the interest on the Bonds (including any original issue discount properly allocable to the owner of a Bond) is excluded from gross income for federal income tax purposes. Furthermore, interest on the Bonds is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; however, with respect to certain corporations (as defined for federal income tax purposes), such interest is taken into account in determining "adjusted current earnings" for the purpose of computing the alternative minimum tax imposed on such corporations. For the purpose of rendering the opinion set forth in this paragraph, Bond Counsel has assumed compliance by the Municipality with requirements of the Internal Revenue Code of 1986, as amended (the "Code"), that must be met subsequent to the issuance of the Bonds in order that interest thereon be and remain excluded from gross income for federal income tax purposes. Failure to comply with such requirements could cause the interest on the Bonds to be included in gross income retroactive to the date of issuance of the Bonds. The opinion of Bond Counsel delivered on the date of issuance of the Bonds is conditioned on compliance by the Municipality with such requirements, and Bond Counsel has not been retained to monitor compliance with requirements such as described above subsequent to the issuance of the Bonds. Bond Counsel expresses no opinion regarding other federal tax consequences arising with respect to the Bonds. Qualified Tax-exempt Obligations The Municipality has designated the Bonds as "qualified tax-exempt obligations" within the meaning of "Section 265(b)(3) of the Code and, in the case of certain financial institutions (within the meaning of Section 265(b)(5) of the Code), a deduction is allowed for 80% of that portion of such financial institutions' interest expense allocable to interest on the Bonds. 18 Original Issue Discount In the opinion of Bond Counsel, under existing law, the original issue discount in the selling price of any Bond sold at an original issue discount (an "OID Bond"), to the extent properly allocable to each owner of such OID Bond, is excluded from gross income for federal income tax purposes with respect to such holder. The original issue discount is the excess of the stated redemption price or principal due at maturity of such OID Bond over the initial offering price to the public, excluding underwriters and other intermediaries, at which price a substantial amount of such OID Bonds were sold. Under Section 1288 of the Code, original issue discount on tax-exempt bonds accrues on a compound basis. The amount of original issue discount that accrues to an owner of an OID Bond during any accrual period generally equals (i) the issue price of such OID Bond plus the amount of original issue discount accrued in all prior accrual periods, multiplied by (ii) the yield to maturity of such OID Bond (determined on the basis of compounding at the close of each accrual period and properly adjusted for the length of the accrual period), less (iii) any interest payable on such OID Bond during such accrual period. The amount of original issue discount so accrued in a particular accrual period will be considered to be received ratably on each day of the accrual period, will be excluded from gross income for federal income tax purposes and will increase the owner's tax basis in such OID Bond. Any gain realized by an owner from a sale, exchange, payment or redemption of an OID Bond would be treated as gain from the sale or exchange of such OID Bond. Owners of OID Bonds should consult their tax advisors as to the determination for federal income tax purposes of original issue discount accrued or accredited upon purchase, sale or redemption of such OID Bonds. Prospective purchasers of the Bonds should be aware that ownership of the Bonds may result in collateral federal income tax consequences to certain taxpayers, including, without limitation, financial institutions, property and casualty insurance companies, individual recipients of Social Security or Railroad Retirement benefits, certain S corporations with "excess net passive income," foreign corporations subject to the branch profits tax and taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry the Bonds. Bond Counsel will express no opinion as to any collateral federal income tax consequences. Prospective purchasers of the Bonds should consult their tax advisers as to collateral federal income tax consequences. Original Issue Premium. An amount equal to the excess of the purchase price of the Bonds over its stated redemption price or principal due at maturity constitutes a premium on such Bonds. Those maturities of the Bonds sold at such a premium are referred to herein as “OIP Bonds.” A purchaser of an OIP Bond must amortize any premium over such OIP Bond’s term using constant yield principles, based on the OIP Bond’s yield to maturity. As premium is amortized, the purchaser’s basis in such OIP Bond and the amount of tax-exempt interest received will be reduced by the amount of amortizable premium properly allocable to such purchaser. This will result in an increase in the gain (or decrease in the loss) to be recognized for federal income tax purposes on sale or disposition of such OIP Bond prior to its maturity. Even though the purchaser’s basis is reduced, no federal income tax deduction is allowed. Purchasers of any bond at a premium, whether at the time of initial issuance or subsequent thereto, should consult their tax advisors with respect to the determination and treatment of premium for federal income tax purposes, and with respect to state and local tax consequences of owning such Bonds. Other Tax Matters Except as expressly stated above, Bond Counsel will express no opinion regarding any other state or federal income tax consequences of acquiring, carrying, owning or disposing of the Bonds. Owners of the Bonds should consult their tax advisors regarding the applicability of any collateral tax consequences of owning the Bonds, which may include original issue discount, original issue premium, purchase at a market discount or premium, taxation upon sale, redemption or other disposition and various withholding requirements and which may apply to certain taxpayers, including, without limitation, financial institutions, property and casualty insurance companies, individual recipients of Social Security or Railroad Retirement benefits, certain S corporations with "excess net passive income," foreign corporations subject to the branch profits tax and taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry the Bonds. 19 Information Reporting Prospective purchasers should be aware that interest paid on tax-exempt obligations will be subject to information reporting in a manner similar to interest paid on taxable obligations. This reporting requirement does not in and of itself affect or alter the excludability of such interest from gross income for federal tax purposes or any other federal tax consequence of purchasing, holding or selling tax-exempt obligations. The Paying Agent on behalf of the Municipality will report annually (or more frequently if required) to owners of record and to the Internal Revenue Service in respect of interest paid on the Bonds. Backup Withholding Payments of interest on the Bonds may under certain circumstances, be subject to “backup withholding” at a rate equal to the fourth lowest rate of tax applicable under Section 1(c) of the Code, the rates applicable to unmarried individuals (currently at 28%), for payments made up until December 31, 2010 and at the rate of 31% thereafter. This withholding generally applies if the owner (i) fails to furnish the Paying Agent such owner’s social security number or other taxpayer identification number (“TIN”), (ii) furnishes to the Paying Agent an incorrect TIN, (iii) fails to properly report interest, dividends or other “reportable payments” as defined in the Code, or (iv) under certain circumstances, fails to provide the Paying Agent or such owner’s securities broker with a certified statement, signed under penalties of perjury, that the TIN is correct and that such owner is not subject to backup withholding. Prospective purchasers of the Bonds should consult their own tax advisors as to their qualification for exemption for backup withholding and the procedures for obtaining the exemption." THE FOREGOING IS NOT INTENDED AS AN EXHAUSTIVE LIST OF THE PROVISIONS OF FEDERAL TAX LAW WHICH MAY HAVE AN EFFECT OF INDIVIDUALS AND CORPORATIONS HOLDING THE BONDS OR RECEIVING INTEREST THEREON. PROSPECTIVE PURCHASERS SHOULD CONSULT WITH THEIR TAX ADVISORS REGARDING THE EFFECT OF HOLDING THE BONDS OR RECEIVING INTEREST THEREON ON THEIR AFFAIRS, INCLUDING, BUT NOT LIMITED TO, THE EFFECT OF STATE AND LOCAL TAX LAWS. CONTINUING DISCLOSURE UNDERTAKING In accordance with the requirements of Rule 15c2-12 (the “Rule”) promulgated by the Securities and Exchange Commission, the Municipality (being an “obligated person” with respect to $10,000,000 or more of outstanding securities, including the Bonds, within the meaning of the Rule) will agree: (i) to file annually with the Municipal Securities Rulemaking Board (the “MSRB”) through its Electronic Municipal Market Access (EMMA) System, not later than 180 days following the end of each fiscal year of the Municipality, beginning with the fiscal year ending December 31, 2010, the following financial information and operating data with respect the Municipality. ! the financial statements for the most recent fiscal year, prepared in accordance with generally accepted accounting principles for local government units and audited in accordance with generally accepted auditing standards ! a summary of the budget for the current fiscal year ! the assessed value and market value of all taxable real estate for the current fiscal year ! the taxes and millage rates imposed for the current fiscal year ! the real property tax collection results for the most recent fiscal year, including (1) the real estate levy imposed (expressed both as a millage rate and an aggregate dollar amount), (2) the dollar amount of real estate taxes collected that represented current collections (expressed both as a percentage of such fiscal year’s levy and as an aggregate dollar amount), (3) the amount of real estate taxes collected that represented taxes levied in prior years (expressed as an aggregate dollar amount), and (4) the total amount of real estate taxes collected (expressed both as a percentage of the current year’s levy and as an aggregate dollar amount) ! a list of the ten (10) largest real estate taxpayers and, for each, the total assessed value of real estate for the current fiscal year (ii) in a timely manner, to file with MSRB through EMMA, notice of the occurrence of any of the following events with respect to the Bonds, if material: (1) principal and interest payment delinquencies; (2) non-payment related defaults; (3) unscheduled draws on debt service reserves reflecting financial difficulties; (4) unscheduled draws on credit enhancements reflecting financial difficulties; (5) substitution of credit or liquidity providers, or their failure to perform; (6) adverse tax opinions or events affecting the tax-exempt status of the Bonds; (7) modifications to rights of holders of the Bonds; (8) bond calls; (9) defeasances; (10) release, substitution, or sale of property securing repayment of the Bonds; and (11) rating changes. (iii) in a timely manner, to provide to the MSRB through EMMA, notice of a failure to provide required annual financial information, on or before the date specified above. 20 The Municipality may from time to time choose to provide notice of the occurrence of certain other events, in addition to those listed above, but the Municipality does not commit to provide any such notice of the occurrence of any events except those specifically listed above. The Municipality reserves the right to modify from time to time the specific types of information provided or the format of the presentation of such information, to the extent necessary or appropriate as a result of a change in legal requirements or change in the nature of the Municipality, provided that the Municipality agrees that any such modification will be done in a manner consistent with the Rule and will not in the opinion of the paying agent (who may rely on an opinion of counsel) substantially impair the interest of the holder of the Bonds. The Municipality reserves the right to terminate its obligation to provide annual financial information and notices of material events, as set forth above, if and when the Municipality no longer remains an “obligated person” with respect to the Bonds within the meaning of the Rule. The Municipality acknowledges that its undertaking pursuant to the Rule described under this heading is intended to be for the benefit of the holders or beneficial owners of the Bonds and shall be enforceable by the holders or beneficial owners of such Bonds; provided that the Bondholders’ right to enforce the provisions of this undertaking shall be limited to a right to obtain specific enforcement of the Municipality’s obligations hereunder and any failure by the Municipality to comply with the provisions of this undertaking shall not be an event of default with respect to the Bonds. Effective as of July 1, 2009, any filing with the MSRB maybe made solely by transmitting such filing to the MSRB through its Electronic Municipal Market Access (EMMA) System. CONTINUING DISCLOSURE STATUS The Municipality has complied with its filing obligations with respect to continuing disclosure for its prior issue of bonds for fiscal years 1999 through and including 2008. NEGOTIABILITY The Bonds are investment securities under Article 8 of the Pennsylvania Uniform Commercial Code and are negotiable instruments to the extent provided therein. UNDERWRITING The Underwriter has agreed to purchase the Bonds from the Municipality, subject to certain conditions precedent, and will purchase all of the Bonds if any of such Bonds are purchased. The Bonds will be purchased at a total net discount of $ (consisting of the underwriter’s discount of $ and the original issue discount of $ ) from the initial public offering prices set forth on the cover page hereof. RATING Standard & Poor’s Ratings Group has assign its underlying municipal Bond rating of "AA-" to this issue of Bonds. Such rating reflects only the view of such organization and any desired explanation of the significance of such rating should be obtained from the rating agency furnishing the same, at the following address: 55 Water Street, 38th Floor, New York, New York 10041. Generally, a rating agency bases its rating on the information and materials furnished to it and on investigations, studies and assumptions of its own. There is no assurance that any such rating will continue for any given period of time or that it will not be revised downward or withdrawn entirely by the rating agency, if circumstances so warrant. Any such downward revision or withdrawal of such rating may have an adverse effect on the market price of the Bonds. LEGAL OPINION The Bonds are offered subject to the receipt of the unqualified approving legal opinion of Cohen & Grigsby, P.C., Bond Counsel, of Pittsburgh, Pennsylvania. Certain legal matters will be passed upon for the Municipality by Bruce E. Dice & Associates, of Pittsburgh, Pennsylvania, Municipality Solicitor. Bond Counsel’s opinions are based on existing law, which is subject to change. Such opinions are further based on factual representations made to Bond Counsel as of the date thereof. Bond Counsel assumes no duty to update or supplement its opinions to reflect and facts or circumstances that may be thereafter come to Bond Counsel’s attention, or to reflect any changes in law that may thereafter occur or become effective. Moreover, Bond Counsel’s opinions are not a guarantee of a particular result and are not binding on the IRS or the courts; rather, such opinions represent Bond Counsel’s professional judgment based on its review of existing law and in reliance on the representations and covenants that it deems relevant to such opinions. 21 FINANCIAL ADVISOR The Municipality has retained Public Financial Management, Inc., Harrisburg, Pennsylvania, as financial advisor (the "Financial Advisor") in connection with the preparation, authorization and issuance of the Bonds. The Financial Advisor is not obligated to undertake, and has not undertaken to make, an independent verification or to assume responsibility for the accuracy, completeness, or fairness of the information contained in the Preliminary Official Statement. Public Financial Management is an independent advisory firm and is not engaged in the business of underwriting, trading or distributing municipal securities or other public securities. MISCELLANEOUS This Preliminary Official Statement has been prepared under the direction of the Municipality by Public Financial Management, Inc., Harrisburg, Pennsylvania, in its capacity as Financial Advisor to the Municipality. The information set forth in this Preliminary Official Statement has been obtained from the Municipality and from other sources believed to be reliable. Insofar as any statement herein includes matters of opinion or estimates about future conditions, it is not intended as representation of fact, and there is no guarantee that it is, or will be, realized. Summaries or descriptions of provisions of the Bonds, the Ordinance, and all references to other materials not purporting to be quoted in full are only brief outlines of some of the provisions thereof. Reference is hereby made to the complete documents, copies of which will be furnished by the Municipality or the Financial Advisor upon request. The information assembled in this Preliminary Official Statement is not to be construed as a contract with holders of the Bonds. The Municipality has authorized the distribution of this Preliminary Official Statement. MUNICIPALITY OF MONROEVILLE Allegheny County, Pennsylvania By: /s/ Gregory Erosenko, Mayor Municipality of Monroeville 22 APPENDIX A Demographic and Economic Information Relating to the Municipality of Monroeville ECONOMY OF THE MUNICIPALITY Introduction The Municipality is the home of several major employers representing such diverse industries as health care, research and retail services. Forbes Regional Hospital-West Penn is currently the largest employer, operating a Health Care and Emergency Services Hospital. Cedars of Monroeville is the second largest employer operating a Nursing Facility. Westinghouse Electric Company is currently the third largest employer operating a facility known as Westinghouse Energy Center. Westinghouse Electric Company is in the process of moving its facility out of the Municipality. This moving process should be complete by the beginning of 2012. Numerous full-time and part-time jobs are provided to area residents by Monroeville Mall, Expo Mart and Miracle Mile Shopping Center. The following table depicts the major employers which are located both in and around the Municipality. Percentage of Employees Rank Total Municipal Employment 1,869 1,315 876 657 1 2 3 4 0.93% 0.66% 0.44% 0.33% Respironics Cochran Pontiac Incorporated Community College of Allegheny County Compunetix Inc. 455 354 322 310 5 6 7 8 0.18% 0.16% 0.16% Giant Eagle PPG 307 270 9 10 0.13% HealthSouth of Pittsburgh, Inc. 206 Lazarus/Macy's 245 Employer Westinghouse Electric Co., LLC Forbes Regional Hospital Bechtel Plant Machinery, Incorporated Gateway School District 0.10% Venturi Staffing Partners Kaufmann's Department Store J. C. Penny Company Olsten Staffing Services 135 5,453 Source: Municipality. 2.15% Due to the close proximity of the Municipality to the Greater Metropolitan Area many residents of the Municipality are employed throughout the region. The following table depicts the 25 largest employers located throughout the Greater Pittsburgh Metropolitan Area. EMPLOYER UPMC Health System US Government Commonwealth of Pennsylvania Giant Eagle, Inc. West Penn Allegheny Health System University of Pittsburgh Wal-Mart Stores, Inc. PNC Financial Services Group Allegheny County Bank of New York Mellon Corp. FedEx Corporation Pittsburgh Board of Education Eat 'n Park Hospitality Group, Inc. Excela Health Highmark Inc. United States Steel Corp. Carnegie Mellon University Rite Aid Corp. Sears Holdings Verizon Communications Westinghouse Electric Co. Heritage Valley Health System SERVICE Health Care Government Government Retail Health Care Education Retail Financial Services Government Financial Services Transportation & Logistics Education Restaurants & Food Service Health Care Financial Services Metals Manufacturing Education Retail Retail Telecommunications Energy Manufacturing and Engineering Health Care APPROXIMATE NO. OF EMPLOYEES 43,000 18,600 16,200 14,300 11,600 11,000 10,000 8,800 7,200 6,900 6,000 5,800 5,300 5,000 5,000 4,900 4,700 4,300 4,000 4,000 4,000 Source: Greater Pittsburgh Chamber of Commerce website: http://www.alleghenyconference.org/PRA/RegionalData A number of the above employers have announced cost-cutting measures which could lead to reductions in employees. A-2 3,500 Year 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 DEMOGRAPHIC AND ECONOMIC STATISTICS LAST TEN CALENDAR YEARS Personal Income Per Capita (thousands Personal Median of dollars) Income Age (3) (1) Population 29,349 29,349 $ $ $ $ $ $ $ $ $ $ 492,771,600 493,472,200 522,551,100 560,173,700 564,403,000 567,526,700 572,339,200 610,927,800 642,198,700 659,969,600 $ $ $ $ $ $ $ $ $ $ 28,827 30,610 31,544 32,208 32,987 34,685 37,145 39,605 40,318 41,044 School Enrollment 37 43 43 43 43 43 43 43 43 43 Unemploymen Rate (2) 5,306 4,301 4,301 4,301 4,301 4,301 4,301 4,301 4,301 4,301 4.60% 4.40% 4.70% 5.70% 5.90% 5.70% 5.20% 4.90% 4.40% 4.40% Data Sources: (1) (2) (3) (4) Bureau of Census-Partial Statistics for 2000 Census released by Bureau of Census during 2001 Department of Labor Allegheny County Planning Department Gateway School District TABLE A-1 RECENT POPULATION TRENDS Area Municipality of Monroeville ................. Allegheny County ................................. Pennsylvania ......................................... 1990 29,169 1,336,449 11,881,643 2000 29,349 1,281,666 12,281,054 Compound Average Annual Percentage Change 1990-2000 0.06 -0.41 0.33 Source: US Bureau of the Census, Decennial Census and Pennsylvania State Data Center, 1990 & 2000 General Population and Housing Characteristics: Pennsylvania. TABLE A-2 AGE COMPOSITION Allegheny County ........................................................... Pennsylvania ................................................................... Under 18 21.9 23.8 65 & Over 17.8 15.6 Source: Pennsylvania State Data Center, 2000 General Population and Housing Characteristics: Pennsylvania. A-3 Average Household 2.3 2.5 TABLE A-3 Pittsburgh Metropolitan Statistical Area DECEMBER 2009 NONFARM JOBS (Allegheny, Armstrong, Beaver, Butler, Fayette Washington, and Westmoreland counties* Industry Employment ESTABLISHMENT DATA Dec 2009 Nov 2009 Oct 2009 Net Change From: Dec 2008 Nov 2009 Dec 2008 1,123,100 1,128,300 1,128,000 1,146,100 -5,200 -23,000 Total Private 996,100 999,300 1,000,000 1,017,000 -3,200 -20,900 Goods Producing Mining and Logging 144,800 147,400 148,800 157,700 -2,600 -12,900 5,400 5,500 5,500 5,400 -100 0 51,800 54,300 55,600 55,600 -2,500 -3,800 29,100 30,800 31,300 33,200 -1,700 -4,100 87,600 87,600 87,700 96,700 0 -9,100 63,500 63,400 63,500 71,500 100 -8,000 12,100 12,100 12,100 13,400 0 -1,300 6,800 6,800 6,800 7,300 0 -500 24,100 24,200 24,200 25,200 -100 -1,100 SERVICE-PROVIDING 978,300 980,900 979,200 988,400 -2,600 -10,100 PRIVATE SERVICE-PROVIDING 851,300 851,900 851,200 859,300 -600 -8,000 Trade, Transportation, and Utilities Wholesale trade 221,200 218,800 216,000 224,500 2,400 -3,300 48,300 48,500 48,500 48,800 -200 -500 Retail trade 130,200 128,000 125,400 131,900 2,200 -1,700 -7,220 Total Nonfarm Construction Speciality trade contractors Manufacturing Durable Goods Primary metal mfg. Iron and steel mills & ferroalloy mfg. Non Durable Goods Building material and supplies dealers 780 7,900 7,900 8,000 -7,120 26,900 26,700 26,200 27,000 200 -100 122,003 11,600 10,900 12,900 110,403 109,103 General merchandise stores 25,200 24,700 23,500 26,100 500 -900 Department stores 13,400 13,000 11,900 14,200 400 -800 42,700 42,300 42,100 43,800 400 -1,100 Food and beverage stores Clothing and clothing accessories stores Transportation, Warehousing and Utilities Utilities 5,800 5,800 5,700 5,800 0 0 Transportation and Warehousing 36,900 36,500 36,400 38,000 400 -1,100 Trucking, couriers& messengers& warehouse -400 21,100 20,800 20,700 21,500 300 Information 19,500 19,400 19,400 20,300 100 -800 Financial Activities Finance and Insurance 65,200 65,500 65,500 67,400 -300 -2,200 52,800 52,800 52,800 53,600 0 -800 26,400 26,400 26,400 27,000 0 -600 22,900 22,900 23,000 23,300 0 -400 19,600 19,700 19,700 19,900 -100 -300 156,200 157,100 157,000 159,600 -900 -3,400 69,100 69,200 69,300 70,400 -100 -1,300 17,100 17,100 17,100 17,300 0 -200 Scientific research & development services 6,200 6,200 6,100 6,300 0 -100 Management of companies and enterprises 32,800 32,800 32,700 33,100 0 -300 Administrative and waste services 54,300 55,100 5,500 56,100 -800 -1,800 Administrative and support services 51,200 52,100 51,900 53,100 -900 -1,900 Employment services 15,700 15,900 16,000 17,800 -200 -2,100 Credit intermediation and related activities Depository credit intermediation Insurance carriers and related activities Professional and Business Services Professional and technical services Architectural and engineering services A-4 Pittsburgh Metropolitan Statistical Area* DISTRIBUTION OF EMPLOYMENT* Pittsburgh Metropolitan Statistical Area (Allegheny, Beaver, Butler, Fayette, Washington and Westmoreland Counties) (continued) Educational and Health Services Educational services Colleges and universities 237,100 238,000 236,900 235,500 -900 1,600 52,900 54,000 53,400 53,900 -1,100 -1,000 38,200 39,100 38,500 39,100 -900 -900 Health care and social assistance 184,200 184,000 183,500 181,600 200 2,600 Ambulatory health care services 60,900 60,700 60,600 59,800 200 1,100 Offices of physicians 25,000 25,000 25,000 24,500 0 500 Hospitals General medical and surgical hospitals 57,900 57,900 57,900 58,000 0 -100 52,800 52,800 52,800 52,900 0 -100 Nursing and residential care facilities 35,900 35,900 35,800 35,300 0 600 Social assistance 29,500 29,500 29,200 28,500 0 1,000 100,600 101,800 104,800 99,800 -1,200 800 88,500 88,100 88,200 88,500 400 0 479,400 79,300 79,300 890,400 400,100 -411,000 Full-service restaurants 39,000 38,800 38,900 40,100 200 -1,100 Limited-service eating places 28,500 28,300 28,300 29,300 200 -800 51,500 51,300 51,600 52,200 200 -700 Government Federal Government 127,000 129,000 128,000 129,100 -2,000 -2,100 18,200 18,300 18,300 18,700 -100 -500 State Government 15,400 16,100 16,000 16,100 -700 -700 Local Government 93,400 94,600 93,700 94,300 -1,200 -900 Local government educational services 57,600 58,700 57,700 58,500 -1,100 -900 Other Local Government 35,800 35,900 36,000 35,800 -100 0 Leisure and Hospitality Accommodation and food service Food services and drinking places Other Services Data benchmarked to March 2008 ***Data changes of 100 may be due to rounding*** *Non-Agricultural Wage and Salary Employment; establishment data. Source: Pennsylvania State Employment Service – www.paworkstats.state.pa.us. A-5 Table A-4 shows recent trends in labor force, employment and unemployment for Allegheny County and the State. The unemployment rate for Allegheny County has been lower than the statewide average. TABLE A-4 RECENT TRENDS IN LABOR FORCE, EMPLOYMENT AND UNEMPLOYMENT* (Allegheny County) 2004 2005 2006 2007 Allegheny County Civilian Labor Force (000) Employment (000) Unemployment (000) Unemployment Rate 635.5 601.7 33.7 5.3% 630.0 599.5 31.4 5.0% 632.0 603.0 29.0 4.6% Pennsylvania Civilian Labor Force (000) Employment (000) Unemployment (000) Unemployment Rate 6,229.0 5,890.0 339.0 5.4% 6,279.0 5,966.0 313.0 5.0% 6,306.0 6,010.0 396.0 4.7% 2007(1) Compound Average Annual % Rate 2008 2009(1) 629.0 603.3 25.8 4.1% 638.6 607.6 31.0 4.9% 628.6 581.5 47.1 7.5% -100.00% -100.00% -100.00% 6,297.0 6,023.0 274.0 4.4% 6,395.0 6,051.0 344.0 5.4% 6,310.0 5,751.0 560.0 8.9% -100.00% -100.00% -100.00% *Residence data. (1) As of December 2009. Source: Pennsylvania State Employment Service. Income The data on Table A-5 shows recent trends in per capita income for the Municipality, the County and the State over the 19902000 period. Per capita income in the Municipality is higher than average per capita income in the County and the State. TABLE A-5 RECENT TRENDS IN PER CAPITA INCOME* Municipality of Monroeville ................. Allegheny County ................................. Pennsylvania ......................................... 2000 $24,034 22,491 20,880 1990 $17,753 15,115 14,068 Percentage Change 1990-00 3.08 4.05 4.03 *Income is defined by the Bureau of the Census as the sum of wage and salary income, non-farm self-employment income, net selfemployment income, Social Security and Railroad retirement income, public assistance income, interest, dividends, pensions, etc. before deductions for personal income taxes, Social Security, etc. Source: 2000 Census, Pennsylvania State Data Center, 1990 General Income Characteristics: Pennsylvania. A-6 Commercial Activity Table A-6 shows trends for retail sales in Allegheny County, the MSA, and the State. TABLE A-6 TOTAL RETAIL SALES (Millions of Dollars) Allegheny County ................ MSA..................................... Pennsylvania ....................... 2005 $18,338,285 32,107,121 166,183,066 2006 $20,138,092 35,500,050 185,507,879 2007 $19,833,556 35,628,716 195,558,005 2008 $18,394,979 32,473,060 n/a 2009 $18,971,934 34,796,085 n/a Source: Sales and Marketing Management Magazine Transportation The Municipality is traversed by State Route 22, which is accessible from the Monroeville Interchange of the Penn-Lincoln Parkway, which is also known as the Parkway East. The Pittsburgh/Monroeville Interchange (Exit #6) of the Pennsylvania Turnpike is located close to the eastern border of the Municipality, and Pittsburgh International Airport is located less than thirty miles west of the area. Rapid public transportation to Pittsburgh is now provided via frequent bus service on the Martin Luther King Busway, which is operated by the Port Authority of Allegheny County (“PAT”). Additionally, Greyhound Bus Company maintains a small bus depot on State Route 22 in the Municipality. Rail service is provided by Conrail and Union Railroad. Numerous trucking companies serve the area, and freight service is provided by such major carriers as Federal Express, Airborne, and UPS. Public Utilities Residents of the Municipality are provided services by the following public utilities: Duquesne Light Company; Equitable Gas; Dominion Peoples Natural Gas; Verizon; Alltell Telephone Company; Allegheny County Sanitary Authority (“ALCOSAN”); and Monroeville Municipal Authority. Health Care and Emergency Services West Penn Allegheny Health System Forbes Regional Campus is a 433-bed acute-care and medical-surgical facility, which was dedicated in 1978; an addition was completed in 1982. A professional office building with some fifty medical offices is attached to the main building, and parking is available for some 500 cars. Eight nursing homes are also located in the Municipality, one of which is immediately adjacent to AUH Forbes Regional Hospital Municipality residents also enjoy easy access to the other major health care institutions located throughout the City of Pittsburgh. The University of Pittsburgh Medical Center is located in the Oakland section of the City and encompasses Braddock General Hospital, McKeesport Hospital, Presbyterian-University Hospital, Montefiore Hospital, Children’s Hospital of Pittsburgh, Shadyside Hospital, the South Side Hospital, Western Psychiatric Institute & Clinic, Eye & Ear Hospital, and Magee Women’s Hospital. Other major hospitals which are located throughout the area include Mercy Hospital, the Western Pennsylvania Hospital and Allegheny General Hospital. All are also within close distance to the Municipality. Police protection is provided to Municipality residents by a police force of some fifty-two full-time officers. Five volunteer fire companies provide fire protection, and ambulance/EMT services are provided by the Municipality. Additionally, access to “LifeFlight” and “Stat-Medvac” helicopter services are available as needed to the major Pittsburgh hospitals. Higher Education Two institutions of higher education are located in the Municipality. These are the Boyce Campus of Community College of Allegheny County and the Monroeville Extension Branch of Indiana University of Pennsylvania (IUP). Due to the close proximity of the Municipality to the City of Pittsburgh, residents enjoy easy access to numerous institutions of higher education. These include Carnegie-Mellon University, University of Pittsburgh, Duquesne University, Point Park College, Carlow College, Robert Morris University, Chatham College, LaRoche College, and the Pittsburgh Theological Seminary. Two branch campuses of the Pennsylvania State University are also located within reasonable commuting distance of the Municipality. In addition, numerous business and technical schools are available in the Pittsburgh region. A-7 Public Education The Gateway School District, together with the School District of Pitcairn, Allegheny County, Pennsylvania, comprise Gateway School District, Allegheny County, Pennsylvania (the "School District"). The School District is a School District of the second class, on the basis of population, and operates under and pursuant to the Public School Code of the Commonwealth of Pennsylvania, Act of March 10, 1949, P.L. 30, as amended and supplemented. The School District serves an estimated enrollment of 4,134 students and currently operates six elementary and two secondary school building facilities. The annual budget of the School District is approximately $61,000,000. Additionally, the School District is a participating School District of the Forbes Road East Area Vocational-Technical School and the Eastern Area Special Schools. Communications The Greater Pittsburgh Metropolitan Area is served by numerous television stations, including KDKA (CBS), WPXI (NBC), WTAE (ABC), and WQED (Educational); cable television, offering numerous regular and premium programming channels, is provided to the area by TCI of Pennsylvania, Inc. on a subscription basis. Numerous AM and FM radio stations are received throughout the area, and both the Pittsburgh Post-Gazette and Pittsburgh Tribune Review are widely circulated on a daily basis. Additionally, the Times Express is circulated throughout the area on a weekly basis. Parks and Recreation The Municipality is responsible for the maintenance and improvement of more than 600 acres of park land and developed facilities. The park maintenance staff maintains some twenty playing fields, eight picnic pavilions, twelve children's play areas, eighteen tennis courts, fifteen basketball courts, five ice hockey courts, three sand volleyball courts, seven hiking trails, and a fitness trail. Additionally, the Municipality offers a variety of fitness and leisure programs for youth, teens, and adults. These include the Instructional-Fitness Program, Youth Sports Leagues, and Leisure Programs. The Department of Human Services of the Municipality offers three programs which are largely free of charge. These include Camp Chipewee, Summer Parks Program, and Special Events. The Municipality owns and operates the Bel Aire Municipal Pool and Recreation Center. This all-inclusive aquatic center includes instructional programs, concession operations, facility rentals, and special events. Boyce Park which is owned and operated by the County, is located in the Municipality. This 1,000-acre park offers numerous facilities for picnicking, softball, volleyball, tennis, biking, walking/jogging, and soccer. The park also features a wave pool swimming complex, nature center, ski slopes, cross-country ski trails, and bridle trails. A-8 [THIS PAGE INTENTIONALLY LEFT BLANK] APPENDIX B Bond Counsel Opinion [FORM OF OPINION OF COHEN & GRIGSBY, P.C., BOND COUNSEL] __________, 2010 TO THE HOLDERS OF THE BELOW-REFERENCED BONDS Re: $__________ Municipality of Monroeville (Allegheny County, Pennsylvania) General Obligation Bonds, Series of 2010 Ladies and Gentlemen: We have acted as Bond Counsel in connection with the issuance by the Municipality of Monroeville, Allegheny County, Pennsylvania (the "Issuer") of $_________ aggregate principal amount of its General Obligation Bonds, Series of 2010 (the "Bonds"). The Bonds have been issued pursuant to an Ordinance duly adopted by the Issuer on March ___, 2010 (the "Ordinance") and pursuant to the procedures contained within the Local Government Unit Debt Act, constituting Title 53, Subpart B, Part VII of the Pennsylvania Consolidated Statutes (the "Debt Act"). In such capacity, we have examined the Ordinance, the Debt Act, the Constitution of the Commonwealth of Pennsylvania (the “Commonwealth”) and such law and such certified proceedings and other documents as we deem necessary to render this opinion. 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 the foregoing, we are of the opinion, under existing law, as follows: 1. The Bonds are valid and binding general obligations of the Issuer. 2. The Bonds are secured by a pledge of the full faith, credit and available taxing power of the Issuer. The Issuer has covenanted in the Ordinance to include the amount of the debt service on the Bonds for each fiscal year in which such sums are due in its budget for that year, to appropriate such amounts to the payment of debt service, and to punctually pay or cause to be paid the principal of the Bonds and the interest thereon at the dates and places and in the manner stated in the Bonds. 3. Interest on the Bonds (including any original issue discount properly allocable to an owner thereof) is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; it should be noted, however, that, for the purpose of computing the alternative minimum tax imposed on certain corporations (as defined for federal income tax purposes), such interest is taken into account in determining adjusted current earnings. The opinion set forth in the preceding sentence is 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. The Issuer has covenanted to comply with all such requirements. Failure to comply with certain of such requirements may cause interest on the Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. We express no opinion regarding other federal tax consequences arising with respect to the Bonds. 4. The Issuer has designated the Bonds as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code, and, in the case of certain "financial institutions" (within the meaning of Section 265(b)(5) of the Code), a deduction is allowed for 80% of that portion of such financial institution's interest expense allocable to interest on the Bonds. 5. The Bonds are exempt from personal property taxes in Pennsylvania and interest on the Bonds is exempt from Pennsylvania personal income tax and from Pennsylvania corporate net income tax. It is to be understood that the rights of the owners of the Bonds and the enforceability of the Bonds may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and by equitable principles, whether considered at law or in equity; their enforcement also may be subject to the exercise of judicial discretion in appropriate cases. We are members of the Bar of the Commonwealth of Pennsylvania and do not purport to be experts as to the laws of any jurisdiction other than Pennsylvania and the United States of America. The opinions expressed in this letter are therefore limited to the laws of Pennsylvania (excluding conflict of laws rules) and the United States of America, all as in effect on the date hereof, and no opinion is expressed with regard to the laws of any other jurisdiction. The opinions set forth herein are given solely for the benefit of the addressees and may not be relied on by any other person or entity without our express prior written consent. The opinions set forth herein are given solely as of the date hereof, and we do not undertake to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur. We express no opinion herein as to the accuracy, adequacy or completeness of the Official Statement or other offering materials relating to the Bonds. Very truly yours, COHEN & GRIGSBY, P.C. [THIS PAGE INTENTIONALLY LEFT BLANK] APPENDIX C MUNICIPALITY OF MONROEVILLE COMPREHENSIVE ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2008