HomeMy WebLinkAbout20101004 - VIII-C-1
City Council Memorandum
To: Mayor Hicks & City Councilmembers
From: Charlene Stark
Date: September 29, 2010
Item: Resolutions -Award Bond Sale
Council Action Requested:
Request Council action to approve the bond sale and to award the best bid with the lowest overall
interest rate over the life of the bonds.
Background Information:
On September 7th council approved the sale date of October 4th for the annual issuance of bonds
to finance the road construction projects and equipment in the 2010 budget. The sale will be
conducted the morning of October 4th. Paul Steinmen from Springsted will be here to go through
the process and to request approval.
Financial Impact:
This information was presented on September 7th.
Advisory Commission Discussion:
N/A
Council Committee Discussion:
N/A
Attachments:
Resolutions prepared by Springsted
Bid information will be presented at the council meeting
EXTRACT OF MINUTES OF A MEETING OF THE
CITY COUNCIL OF THE CITY OF
HASTINGS, MINNESOTA
HELD: October 4, 2010
Pursuant to due call and notice thereof, a regular meeting of the City Council of
the City of Hastings, Dakota and Washington Counties, Minnesota, was duly called and held at
the City Hall in said City on Monday, the 4th day of October, 2010 at 7:00 P.M., for the purpose
of awarding the sale of, $1,185,000 General Obligation Improvement Bonds, Series 2010B of the
City.
The following members were present:
and the following were absent:
Councilmember __________________ introduced the following resolution and
moved its adoption:
RESOLUTION ACCEPTING PROPOSAL ON THE
SALE OF $1,185,000 GENERAL OBLIGATION IMPROVEMENT
BONDS, SERIES 2010B, PROVIDING FOR THEIR ISSUANCE
AND LEVYING A TAX FOR THE PAYMENT THEREOF
A.WHEREAS, the City Council of the City of Hastings, Minnesota (the
"City"), has heretofore determined and declared that it is necessary and expedient to issue
$1,185,000 General Obligation Improvement Bonds, Series 2010B of the City, pursuant to
Minnesota Statutes, Chapters 429 and 475, to finance various improvement projects in the City
(the "Improvements"); and
B.WHEREAS, the construction of each of the Improvements to be financed
by the Bonds have heretofore been ordered; and
C.WHEREAS, the City has retained Springsted Incorporated, an
independent financial consultant, in connection with the sale of the Bonds, and therefore the City
is authorized to negotiate the sale of the Bonds without compliance with the public sale
requirements of Chapter 475; and
D.WHEREAS, the following proposals were received, opened and recorded
at the offices of Springsted Incorporated at 10:30 A.M., this same day:
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Bidder Interest Rate Net Interest Cost
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of
Hastings, Minnesota, as follows:
1.Acceptance of Proposal. The proposal of _____________
______________________________________________ (the "Purchaser"), to purchase
$1,185,000 General Obligation Improvement Bonds, Series 2010B of the City (the "Bonds", or
individually a "Bond"), in accordance with the terms of proposal, at the rates of interest
hereinafter set forth, and to pay therefor the sum of $__________, plus interest accrued to
settlement, is hereby found, determined and declared to be the most favorable proposal received
and is hereby accepted, and the Bonds are hereby awarded to the Purchaser. The Finance
Director is directed to retain the deposit of said Purchaser and to forthwith return to the others
making proposals their good faith deposits.
2.Terms of Bonds.
(a)Title; Original Issue Date; Denominations; Maturities; Term Bonds. The
Bonds shall be titled "General Obligation Improvement Bonds, Series 2010B", shall be dated
November 1, 2010, as the date of original issue and shall be issued forthwith on or after such
date as fully registered bonds. The Bonds shall be numbered from R-1 upward in the
denomination of $5,000 each or in any integral multiple thereof of a single maturity. The Bonds
shall mature on February 1 in the years and amounts as follows:
Year Amount Year Amount
2013 $ 2018 $
2014 2019
2015 2020
2016 2021
2017 2022
As may be requested by the Purchaser, one or more term Bonds may be issued having mandatory
sinking fund redemption and final maturity amounts conforming to the foregoing principal
repayment schedule, and corresponding additions may be made to the provisions of the
applicable Bond(s).
(b)Book Entry Only System. The Depository Trust Company, a limited
purpose trust company organized under the laws of the State of New York or any of its
successors or successors to its functions hereunder (the "Depository") will act as securities
depository for the Bonds, and to this end:
(i)The Bonds shall be initially issued and, so long as they remain in book
entry form only (the "Book Entry Only Period"), shall at all times be in the form of a
separate single fully registered Bond for each maturity of the Bonds; and for purposes of
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complying with this requirement under paragraphs 5 (with respect to redemption) and 10
(with respect to registration, transfer and exchange) Authorized Denominations for any
Bond shall be deemed to be limited during the Book Entry Only Period to the outstanding
principal amount of that Bond.
(ii)Upon initial issuance, ownership of the Bonds shall be registered in a bond
register maintained by Wells Fargo Bank, National Association, in Minneapolis,
Minnesota (the "Bond Registrar") in the name of CEDE & CO., as the nominee (it or any
nominee of the existing or a successor Depository, the "Nominee").
(iii)With respect to the Bonds neither the City nor the Bond Registrar shall
have any responsibility or obligation to any broker, dealer, bank, or any other financial
institution for which the Depository holds Bonds as securities depository (the
"Participant") or the person for which a Participant holds an interest in the Bonds shown
on the books and records of the Participant (the "Beneficial Owner"). Without limiting
the immediately preceding sentence, neither the City, nor the Bond Registrar, shall have
any such responsibility or obligation with respect to (A) the accuracy of the records of the
Depository, the Nominee or any Participant with respect to any ownership interest in the
Bonds, or (B) the delivery to any Participant, any Owner or any other person, other than
the Depository, of any notice with respect to the Bonds, including any notice of
redemption, or (C) the payment to any Participant, any Beneficial Owner or any other
person, other than the Depository, of any amount with respect to the principal of or
premium, if any, or interest on the Bonds, or (D) the consent given or other action taken
by the Depository as the Registered Holder of any Bonds (the "Holder"). For purposes of
securing the vote or consent of any Holder under this Resolution, the City may, however,
rely upon an omnibus proxy under which the Depository assigns its consenting or voting
rights to certain Participants to whose accounts the Bonds are credited on the record date
identified in a listing attached to the omnibus proxy.
(iv)The City and the Bond Registrar may treat as and deem the Depository to
be the absolute owner of the Bonds for the purpose of payment of the principal of and
premium, if any, and interest on the Bonds, for the purpose of giving notices of
redemption and other matters with respect to the Bonds, for the purpose of obtaining any
consent or other action to be taken by Holders for the purpose of registering transfers
with respect to such Bonds, and for all purpose whatsoever. The Bond Registrar, as
paying agent hereunder, shall pay all principal of and premium, if any, and interest on the
Bonds only to or upon the Holder of the Holders of the Bonds as shown on the bond
register, and all such payments shall be valid and effective to fully satisfy and discharge
the City's obligations with respect to the principal of and premium, if any, and interest on
the Bonds to the extent of the sum or sums so paid.
(v)Upon delivery by the Depository to the Bond Registrar of written notice to
the effect that the Depository has determined to substitute a new Nominee in place of the
existing Nominee, and subject to the transfer provisions in paragraph 10 hereof (with
respect to registration, transfer and exchange), references to the Nominee hereunder shall
refer to such new Nominee.
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(vi)So long as any Bond is registered in the name of a Nominee, all payments
with respect to the principal of and premium, if any, and interest on such Bond and all
notices with respect to such Bond shall be made and given, respectively, by the Bond
Registrar or City, as the case may be, to the Depository as provided in the Letter of
Representations, to the Depository required by the Depository as a condition to its acting
as book-entry Depository for the Bonds (said Letter of Representations, together with any
replacement thereof or amendment or substitute thereto, including any standard
procedures or policies referenced therein or applicable thereto respecting the procedures
and other matters relating to the Depository's role as book-entry Depository for the
Bonds, collectively hereinafter referred to as the "Letter of Representations").
(c)Letter of Representations. The provisions in the Letter of Representations
are incorporated herein by reference and made a part of the resolution, and if and to the extent
any such provisions are inconsistent with the other provisions of this resolution, the provisions in
the Letter of Representations shall control.
3.Purpose. The total cost of the Improvements, which shall include all costs
enumerated in Minnesota Statutes, Section 475.65, is estimated to be at least equal to the amount
of the Bonds. Pursuant to Section 435.56, the City hereby finds that the Improvement Projects
can be more economically completed if consolidated and joined as one project and the same are
hereby consolidated and financed as one project for financing purposes. The City covenants that
it shall do all things and perform all acts required of it to assure that work on the Improvements
proceeds with due diligence to completion and that any and all permits and studies required
under law for the Improvements are obtained.
4.Interest. The Bonds shall bear interest payable semiannually on February
1 and August 1 of each year (each, an "Interest Payment Date"), commencing August 1, 2011
calculated on the basis of a 360-day year of twelve 30-day months, at the respective rates per
annum set forth opposite the maturity years as follows:
Maturity Interest Maturity Interest
Year Rate Year Rate
2013 % 2018 %
2014 2019
2015 2020
2016 2021
2017 2022
5.Optional Redemption. All Bonds maturing in the years 2021 and 2022,
shall be subject to redemption and prepayment at the option of the City on February 1, 2020, and
on any date thereafter at a price of par plus accrued interest. Redemption may be in whole or in
part of the Bonds subject to prepayment. If redemption is in part, the City shall determine the
maturities and principal amounts within each maturity to be prepaid; and if only part of the
Bonds having a common maturity date are called for prepayment, the specific Bonds to be
prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions thereof called for
redemption shall be due and payable on the redemption date, and interest thereon shall cease to
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accrue from and after the redemption date. Mailed notice of redemption shall be given to the
paying agent and to each affected registered holder of the Bonds.
To effect a partial redemption of Bonds having a common maturity date, the Bond
Registrar prior to giving notice of redemption shall assign to each Bond having a common
maturity date a distinctive number for each $5,000 of the principal amount of such Bond. The
Bond Registrar shall then select by lot, using such method of selection as it shall deem proper in
its discretion, from the numbers so assigned to such Bonds, as many numbers as, at $5,000 for
each number, shall equal the principal amount of such Bonds to be redeemed. The Bonds to be
redeemed shall be the Bonds to which were assigned numbers so selected; provided, however,
that only so much of the principal amount of each such Bond of a denomination of more than
$5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. If
a Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar (with, if the
City or the Bond Registrar so requires, a written instrument of transfer in form satisfactory to the
City and the Bond Registrar duly executed by the holder thereof or his attorney duly authorized
in writing) and the City shall execute and the Bond Registrar shall authenticate and deliver to the
holder of such Bond, without service charge, a new Bond or Bonds of the same series having the
same stated maturity and interest rate and of any authorized denomination or denominations, as
requested by such holder, in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Bond so surrendered.
6.Bond Registrar. Wells Fargo Bank, National Association, in Minneapolis,
Minnesota, is appointed to act as bond registrar and transfer agent with respect to the Bonds (the
"Bond Registrar"), and shall do so unless and until a successor Bond Registrar is duly appointed,
all pursuant to any contract the City and Bond Registrar shall execute which is consistent
herewith. The Bond Registrar shall also serve as paying agent unless and until a successor
paying agent is duly appointed. Principal and interest on the Bonds shall be paid to the
registered holders (or record holders) of the Bonds in the manner set forth in the form of Bond
and paragraph 12 of this resolution (with respect to interest payment and record date).
7.Form of Bond. The Bonds, together with the Bond Registrar's Certificate
of Authentication, the form of Assignment and the registration information thereon, shall be in
substantially the following form:
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UNITED STATES OF AMERICA
STATE OF MINNESOTA
DAKOTA AND WASHINGTON COUNTIES
CITY OF HASTINGS
R-______ $_________
GENERAL OBLIGATION IMPROVEMENT
BOND, SERIES 2010B
INTEREST MATURITY DATE OF CUSIP
RATE DATE ORIGINAL ISSUE
% November 1, 2010
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: _______________________________ DOLLARS
KNOW ALL PERSONS BY THESE PRESENTS that the City of Hastings,
Dakota and Washington Counties, Minnesota (the "Issuer"), certifies that it is indebted and for
value received promises to pay to the registered owner specified above, or registered assigns, in
the manner hereinafter set forth, the principal amount specified above, on the maturity date
specified above, unless called for earlier redemption, and to pay interest thereon semiannually on
February 1 and August 1 of each year (each, an "Interest Payment Date"), commencing August
1, 2011, at the rate per annum specified above (calculated on the basis of a 360-day year of
twelve 30-day months) until the principal sum is paid or has been provided for. This Bond will
bear interest from the most recent Interest Payment Date to which interest has been paid or, if no
interest has been paid, from the date of original issue hereof. The principal of and premium, if
any, on this Bond are payable upon presentation and surrender hereof at the principal office of
Wells Fargo Bank, National Association, in Minneapolis, Minnesota (the "Bond Registrar"),
acting as paying agent, or any successor paying agent duly appointed by the Issuer. Interest on
this Bond will be paid on each Interest Payment Date by check or draft mailed to the person in
whose name this Bond is registered (the "Holder" or "Bondholder") on the registration books of
the Issuer maintained by the Bond Registrar and at the address appearing thereon at the close of
business on the fifteenth day of the calendar month next preceding such Interest Payment Date
(the "Regular Record Date"). Any interest not so timely paid shall cease to be payable to the
person who is the Holder hereof as of the Regular Record Date, and shall be payable to the
person who is the Holder hereof at the close of business on a date (the "Special Record Date")
fixed by the Bond Registrar whenever money becomes available for payment of the defaulted
interest. Notice of the Special Record Date shall be given to Bondholders not less than ten days
prior to the Special Record Date. The principal of and premium, if any, and interest on this Bond
are payable in lawful money of the United States of America. So long as this Bond is registered
in the name of the Depository or its Nominee as provided in the Resolution hereinafter described,
and as those terms are defined therein, payment of principal of, premium, if any, and interest on
this Bond and notice with respect thereto shall be made as provided in the Letter of
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Representations, as defined in the Resolution, and surrender of this Bond shall not be required
for payment of the redemption price upon a partial redemption of this Bond. Until termination of
the book-entry only system pursuant to the Resolution, Bonds may only be registered in the
name of the Depository or its Nominee.
Optional Redemption. All Bonds of this issue (the "Bonds") maturing in the years
2021 and 2022, are subject to redemption and prepayment at the option of the Issuer on February
1, 2020, and on any date thereafter at a price of par plus accrued interest. Redemption may be in
whole or in part of the Bonds subject to prepayment. If redemption is in part, the Issuer shall
determine the maturities and principal amount within each maturity to be prepaid; and if only
part of the Bonds having a common maturity date are called for prepayment, the specific Bonds
to be prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions thereof called for
redemption shall be due and payable on the redemption date, and interest thereon shall cease to
accrue from and after the redemption date. Mailed notice of redemption shall be given to the
paying agent and to each affected Holder of the Bonds.
Selection of Bonds for Redemption; Partial Redemption. To effect a partial
redemption of Bonds having a common maturity date, the Bond Registrar shall assign to each
Bond having a common maturity date, a distinctive number for each $5,000 of the principal
amount of such Bond. The Bond Registrar shall then select by lot, using such method of
selection as it shall deem proper in its discretion from the numbers assigned to the Bonds, as
many numbers as, at $5,000 for each number, shall equal the principal amount of such Bonds to
be redeemed. The Bonds to be redeemed shall be the Bonds to which were assigned numbers so
selected; provided, however, that only so much of the principal amount of such Bond of a
denomination of more than $5,000 shall be redeemed as shall equal $5,000 for each number
assigned to it and so selected. If a Bond is to be redeemed only in part, it shall be surrendered to
the Bond Registrar (with, if the Issuer or the Bond Registrar so requires, a written instrument of
transfer in form satisfactory to the Issuer and the Bond Registrar duly executed by the Holder
thereof or his attorney duly authorized in writing) and the Issuer shall execute and the Bond
Registrar shall authenticate and deliver to the Holder of such Bond, without service charge, a
new Bond or Bonds of the same series having the same stated maturity and interest rate and of
any authorized denomination or denominations, as requested by such Holder, in aggregate
principal amount equal to and in exchange for the unredeemed portion of the principal of the
Bond so surrendered.
Issuance; Purpose; General Obligation. This Bond is one of an issue in the total
principal amount of $1,185,000, all of like date of original issue and tenor, except as to number,
maturity, interest rate, denomination and redemption privilege, which Bond has been issued
pursuant to and in full conformity with the Constitution, Charter of the Issuer, and laws of the
State of Minnesota and pursuant to a resolution adopted by the City Council of the Issuer on
October 4, 2010 (the "Resolution"), for the purpose of providing money to finance various public
improvement projects. This Bond is payable out of the General Obligation Improvement Bonds,
Series 2010B Fund of the Issuer. This Bond constitutes a general obligation of the Issuer, and to
provide moneys for the prompt and full payment of its principal, premium, if any, and interest
when the same become due, the full faith and credit and taxing powers of the Issuer have been
and are hereby irrevocably pledged.
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Denominations; Exchange; Resolution. The Bonds are issuable solely as fully
registered bonds in the denominations of $5,000 and integral multiples thereof of a single
maturity and are exchangeable for fully registered Bonds of other authorized denominations in
equal aggregate principal amounts at the principal office of the Bond Registrar, but only in the
manner and subject to the limitations provided in the Resolution. Reference is hereby made to
the Resolution for a description of the rights and duties of the Bond Registrar. Copies of the
Resolution are on file in the principal office of the Bond Registrar.
Transfer. This Bond is transferable by the Holder in person or by his, her or its
attorney duly authorized in writing at the principal office of the Bond Registrar upon
presentation and surrender hereof to the Bond Registrar, all subject to the terms and conditions
provided in the Resolution and to reasonable regulations of the Issuer contained in any
agreement with the Bond Registrar. Thereupon the Issuer shall execute and the Bond Registrar
shall authenticate and deliver, in exchange for this Bond, one or more new fully registered Bonds
in the name of the transferee (but not registered in blank or to "bearer" or similar designation), of
an authorized denomination or denominations, in aggregate principal amount equal to the
principal amount of this Bond, of the same maturity and bearing interest at the same rate.
Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection with the transfer
or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds.
Treatment of Registered Owners. The Issuer and Bond Registrar may treat the
person in whose name this Bond is registered as the owner hereof for the purpose of receiving
payment as herein provided (except as otherwise provided above with respect to the Record
Date) and for all other purposes, whether or not this Bond shall be overdue, and neither the
Issuer nor the Bond Registrar shall be affected by notice to the contrary.
Authentication. This Bond shall not be valid or become obligatory for any
purpose or be entitled to any security unless the Certificate of Authentication hereon shall have
been executed by the Bond Registrar.
Qualified Tax-Exempt Obligation. This Bond has been designated by the Issuer
as a "qualified tax-exempt obligation" for purposes of Section 265(b)(3) of the Internal Revenue
Code of 1986, as amended.
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things
required by the Constitution, laws of the State of Minnesota and Charter of the Issuer to be done,
to happen and to be performed, precedent to and in the issuance of this Bond, have been done,
have happened and have been performed, in regular and due form, time and manner as required
by law, and that this Bond, together with all other debts of the Issuer outstanding on the date of
original issue hereof and the date of its issuance and delivery to the original purchaser, does not
exceed any constitutional, statutory or charter limitation of indebtedness.
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IN WITNESS WHEREOF, the City of Hastings, Dakota and Washington
Counties, Minnesota, by its City Council has caused this Bond to be executed on its behalf by the
facsimile signatures of its Mayor and its Clerk, the corporate seal of the Issuer having been
intentionally omitted as permitted by law.
Date of Registration: Registrable by: Wells Fargo Bank, National Association
Minneapolis, Minnesota
_____________________
Payable at: Wells Fargo Bank, National Association
Minneapolis, Minnesota
BOND REGISTRAR'S
CERTIFICATE OF
AUTHENTICATION CITY OF HASTINGS
This Bond is one of the DAKOTA AND WASHINGTON COUNTIES,
Resolution mentioned MINNESOTA
within.
/s/ Facsimile
Wells Fargo Bank, National Association Mayor
Minneapolis, Minnesota
Bond Registrar
/s/ Facsimile
Clerk
By____________________
Authorized Signature
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___________________________________________________________
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Bond, shall be construed as though they were written out in full according to applicable laws or
regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
UTMA - ______________ as custodian for _____________________
(Cust) (Minor)
under the _____________________ Uniform
(State)
Transfers to Minors Act
Additional abbreviations may also be used
though not in the above list.
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ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
_________________________________________________________________ the within
Bond and does hereby irrevocably constitute and appoint _________________ attorney to
transfer the Bond on the books kept for the registration thereof, with full power of substitution in
the premises.
Dated:_____________________ ___________________________
Notice: The assignor's signature to this assignment must correspond with the name
as it appears upon the face of the within Bond in every particular, without
alteration or any change whatever.
Signature Guaranteed:
___________________________
Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm
having a membership in one of the major stock exchanges or any other "Eligible Guarantor
Institution" as defined in 17 CFR 240.17 Ad-15(a)(2).
The Bond Registrar will not effect transfer of this Bond unless the information
concerning the transferee requested below is provided.
Name and Address: ________________________________________
________________________________________
________________________________________
(Include information for all joint owners
if the Bond is held by joint account.)
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PREPAYMENT SCHEDULE
This Bond has been prepaid in part on the date(s) and in the amount(s) as follows:
Authorized
Date Amount Signature Of Holder
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8.Execution; Temporary Bonds. The Bonds shall be printed (or, at the
request of the Purchaser, typewritten) shall be executed on behalf of the City by the signatures of
its Mayor and Clerk and be sealed with the seal of the City; provided, however, that the seal of
the City may be a printed (or, at the request of the Purchaser, photocopied) facsimile; and
provided further that both of such signatures may be printed (or, at the request of the Purchaser,
photocopied) facsimiles and the corporate seal may be omitted on the Bonds as permitted by law.
In the event of disability or resignation or other absence of either such officer, the Bonds may be
signed by the manual or facsimile signature of that officer who may act on behalf of such absent
or disabled officer. In case either such officer whose signature or facsimile of whose signature
shall appear on the Bonds shall cease to be such officer before the delivery of the Bonds, such
signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if he
or she had remained in office until delivery. The City may elect to deliver, in lieu of printed
definitive bonds, one or more typewritten temporary bonds in substantially the form set forth
above, with such changes as may be necessary to reflect more than one maturity in a single
temporary bond. The temporary bonds may be executed with photocopied facsimile signatures
of the Mayor and Clerk. Such temporary bonds shall, upon the printing of the definitive bonds
and the execution thereof, be exchanged therefor and canceled.
9.Authentication. No Bond shall be valid or obligatory for any purpose or
be entitled to any security or benefit under this resolution unless a Certificate of Authentication
on such Bond, substantially in the form hereinabove set forth, shall have been duly executed by
an authorized representative of the Bond Registrar. Certificates of Authentication on different
Bonds need not be signed by the same person. The Bond Registrar shall authenticate the
signatures of officers of the City on each Bond by execution of the Certificate of Authentication
on the Bond and by inserting as the date of registration in the space provided the date on which
the Bond is authenticated, except that for purposes of delivering the original Bonds to the
Purchaser, the Bond Registrar shall insert as a date of registration the date of original issue,
which date is November 1, 2010. The Certificate of Authentication so executed on each Bond
shall be conclusive evidence that it has been authenticated and delivered under this resolution.
10.Registration; Transfer; Exchange. The City will cause to be kept at the
principal office of the Bond Registrar a bond register in which, subject to such reasonable
regulations as the Bond Registrar may prescribe, the Bond Registrar shall provide for the
registration of Bonds and the registration of transfers of Bonds entitled to be registered or
transferred as herein provided.
Upon surrender for transfer of any Bond at the principal office of the Bond
Registrar, the City shall execute (if necessary), and the Bond Registrar shall authenticate, insert
the date of registration (as provided in paragraph 9 with respect to authentication) of, and deliver,
in the name of the designated transferee or transferees, one or more new Bonds of any authorized
denomination or denominations of a like aggregate principal amount, having the same stated
maturity and interest rate, as requested by the transferor; provided, however, that no Bond may
be registered in blank or in the name of "bearer" or similar designation.
At the option of the Holder, Bonds may be exchanged for Bonds of any
authorized denomination or denominations of a like aggregate principal amount and stated
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maturity, upon surrender of the Bonds to be exchanged at the principal office of the Bond
Registrar. Whenever any Bonds are so surrendered for exchange, the City shall execute (if
necessary), and the Bond Registrar shall authenticate, insert the date of registration of, and
deliver the Bonds which the Holder making the exchange is entitled to receive.
All Bonds surrendered upon any exchange or transfer provided for in this
resolution shall be promptly cancelled by the Bond Registrar and thereafter disposed of as
directed by the City.
All Bonds delivered in exchange for or upon transfer of Bonds shall be valid
general obligations of the City evidencing the same debt, and entitled to the same benefits under
this resolution, as the Bonds surrendered for such exchange or transfer.
Every Bond presented or surrendered for transfer or exchange shall be duly
endorsed or be accompanied by a written instrument of transfer, in form satisfactory to the Bond
Registrar, duly executed by the Holder thereof or his, her or its attorney duly authorized in
writing.
The Bond Registrar may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection with the transfer or exchange of any Bond and
any legal or unusual costs regarding transfers and lost Bonds.
Transfers shall also be subject to reasonable regulations of the City contained in
any agreement with the Bond Registrar, including regulations which permit the Bond Registrar
to close its transfer books between record dates and payment dates. The Clerk is hereby
authorized to negotiate and execute the terms of said agreement.
11.Rights Upon Transfer or Exchange. Each Bond delivered upon transfer of
or in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and
unpaid, and to accrue, which were carried by such other Bond.
12.Interest Payment; Record Date. Interest on any Bond shall be paid on
each Interest Payment Date by check or draft mailed to the person in whose name the Bond is
registered (the "Holder") on the registration books of the City maintained by the Bond Registrar
and at the address appearing thereon at the close of business on the fifteenth (15th) day of the
calendar month next preceding such Interest Payment Date (the "Regular Record Date"). Any
such interest not so timely paid shall cease to be payable to the person who is the Holder thereof
as of the Regular Record Date, and shall be payable to the person who is the Holder thereof at
the close of business on a date (the "Special Record Date") fixed by the Bond Registrar
whenever money becomes available for payment of the defaulted interest. Notice of the Special
Record Date shall be given by the Bond Registrar to the Holders not less than ten (10) days prior
to the Special Record Date.
13.Treatment of Registered Owner. The City and Bond Registrar may treat
the person in whose name any Bond is registered as the owner of such Bond for the purpose of
receiving payment of principal of and premium, if any, and interest (subject to the payment
provisions in paragraph 12 above with respect to interest payment and record date) on, such
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Bond and for all other purposes whatsoever whether or not such Bond shall be overdue, and
neither the City nor the Bond Registrar shall be affected by notice to the contrary.
14.Delivery; Application of Proceeds. The Bonds when so prepared and
executed shall be delivered by the Finance Director to the Purchaser upon receipt of the purchase
price, and the Purchaser shall not be obliged to see to the proper application thereof.
15.Fund and Accounts. There is hereby created a special fund to be
designated the "General Obligation Improvement Bonds, Series 2010B Fund" (the "Fund") to be
administered and maintained by the Finance Director as a bookkeeping account separate and
apart from all other funds maintained in the official financial records of the City. The Fund shall
be maintained in the manner herein specified until all of the Bonds and the interest thereon have
been fully paid. There shall be maintained in the Fund two (2) separate accounts, to be
designated the "Construction Account" and "Debt Service Account", respectively.
(i)Construction Account. To the Construction Account there shall be
credited the proceeds of the sale of the Bonds, less accrued interest received thereon, and
less any amount paid for the Bonds in excess of the minimum bid, and less capitalized
interest in the amount of $____________, (together with interest earnings thereon and
subject to such other adjustments as are appropriate to provide sufficient funds to pay
interest due on the Bonds on or before February 1, 2012) plus any special assessments
levied with respect to the Improvements and collected prior to completion of the
Improvements and payment of the costs thereof. From the Construction Account there
shall be paid all costs and expenses of making the Improvements listed in paragraph 16
(with respect to assessments), including the cost of any construction contracts heretofore
let and all other costs incurred and to be incurred of the kind authorized in Minnesota
Statutes, Section 475.65; and the moneys in said account shall be used for no other
purpose except as otherwise provided by law; provided that the proceeds of the Bonds
may also be used to the extent necessary to pay interest on the Bonds due prior to the
anticipated date of commencement of the collection of taxes or special assessments
herein levied or covenanted to be levied; and provided further that if upon completion of
the Improvements there shall remain any unexpended balance in the Construction
Account, the balance (other than any special assessments) may be transferred by the
Council to the fund of any other improvement instituted pursuant to Minnesota Statutes,
Chapter 429, and provided further that any special assessments credited to the
Construction Account shall only be applied towards payment of the costs of the
Improvements upon adoption of a resolution by the City Council determining that the
application of the special assessments for such purpose will not cause the City to no
longer be in compliance with Minnesota Statutes, Section 475.61, Subdivision 1.
(a)Debt Service Account. There are hereby irrevocably appropriated and
pledged to, and there shall be credited to, the Debt Service Account: (a) all collections of
special assessments herein covenanted to be levied with respect to the Improvements and
either initially credited to the Construction Account and not already spent as permitted
above and required to pay any principal and interest due on the Bonds or collected
subsequent to the completion of the Improvements and payment of the costs thereof; (b)
all accrued interest received upon delivery of the Bonds; (c) all funds paid for the Bonds
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in excess of the minimum bid; (d) all collections of taxes herein or hereafter levied for the
payment of the Bonds and interest thereon; (e) capitalized interest in the amount of
$___________ (together with interest earnings thereon and subject to such other
adjustments as are appropriate to provide sufficient funds to pay interest due on the
Bonds on or before February 1, 2012); (f) all funds remaining in the Construction
Account after completion of the Improvements and payment of the costs thereof, not so
transferred to the account of another improvement; (g) all investment earnings on funds
held in the Debt Service Account; and (h) any and all other moneys which are properly
available and are appropriated by the governing body of the City to the Debt Service
Account. The Debt Service Account shall be used solely to pay the principal and interest
and any premiums for redemption of the Bonds and any other general obligation bonds of
the City hereafter issued by the City and made payable from said account as provided by
law.
No portion of the proceeds of the Bonds shall be used directly or indirectly to
acquire higher yielding investments or to replace funds which were used directly or indirectly to
acquire higher yielding investments, except (1) for a reasonable temporary period until such
proceeds are needed for the purpose for which the Bonds were issued and (2) in addition to the
above in an amount not greater than the lesser of five percent (5%) of the proceeds of the Bonds
or $100,000. To this effect any special assessments against benefitted properties are also
pledged to the Debt Service Account, in excess of amounts which under then-applicable federal
arbitrage regulations may be invested without regard to yield shall not be invested at a yield in
excess of the applicable yield restrictions imposed by said arbitrage regulations on such
investments after taking into account any applicable "temporary periods" or "minor portion"
made available under the federal arbitrage regulations. Money in the Fund shall not be invested
in obligations or deposits issued by, guaranteed by or insured by the United States or any agency
or instrumentality thereof if and to the extent that such investment would cause the Bonds to be
"federally guaranteed" within the meaning of Section 149(b) of the Internal Revenue Code of
1986, as amended (the "Code").
16.Assessments. It is hereby determined that no less than twenty percent
(20%) of the cost to the City of each Improvement financed hereunder within the meaning of
Minnesota Statutes, Section 475.58, Subdivision 1(3), shall be paid by special assessments to be
heretofore levied against every assessable lot, piece and parcel of land benefitted by any of the
Improvements. The City hereby covenants and agrees that it will let all construction contracts
not heretofore let within one (1) year after ordering each Improvement financed hereunder unless
the resolution ordering the Improvement specifies a different time limit for the letting of
construction contracts. The City hereby further covenants and agrees that it will do and perform
as soon as they may be done all acts and things necessary for the final and valid levy of such
special assessments, and in the event that any such assessment be at any time held invalid with
respect to any lot, piece or parcel of land due to any error, defect, or irregularity in any action or
proceedings taken or to be taken by the City or the City Council or any of the City officers or
employees, either in the making of the assessments or in the performance of any condition
precedent thereto, the City and the City Council will forthwith do all further acts and take all
further proceedings as may be required by law to make the assessments a valid and binding lien
upon such property. It is hereby determined that the assessments shall be payable in equal,
consecutive installments of principal, with interest on the declining balance, with general taxes
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for the years shown below and with interest on the declining balance of all such assessments at a
rate per annum not greater than the maximum permitted by law and not less than ______% per
annum:
Improvement Amount Levy Collection
Designation Years Years
2011-2020 2012-2021
At the time the assessments are in fact levied the City Council shall, based on the
then-current estimated collections of the assessments, make any adjustments in any ad valorem
taxes required to be levied in order to assure that the City continues to be in compliance with
Minnesota Statutes, Section 475.61, Subdivision 1.
(a)Tax Levy; Coverage Test. To provide moneys for payment of the
principal and interest on the Bonds there is hereby levied upon all of the taxable property in the
City a direct annual ad valorem tax which shall be spread upon the tax rolls and collected with
and as part of other general property taxes in the City for the years and in the amounts as
follows:
Year of Tax Year of Tax Amount
Levy Collection
2011 2012
2012 2013
2013 2014
2014 2015
2015 2016
2016 2017
2017 2018
2018 2019
2019 2020
2020 2021
The tax levies are such that if collected in full they, together with other revenues
herein pledged for the payment of the Bonds, will produce at least five percent (5%) in excess of
the amount needed to meet when due the principal and interest payments on the Bonds. The tax
levies shall be irrepealable so long as any of the Bonds are outstanding and unpaid, provided that
the City reserves the right and power to reduce the levies in the manner and to the extent
permitted by Minnesota Statutes, Section 475.61, Subdivision 3.
17.General Obligation Pledge. For the prompt and full payment of the
principal and interest on the Bonds, as the same respectively become due, the full faith, credit
and taxing powers of the City shall be and are hereby irrevocably pledged. If the balance in the
Debt Service Account is ever insufficient to pay all principal and interest then due on the Bonds
and any other bonds payable therefrom, the deficiency shall be promptly paid out of any other
funds of the City which are available for such purpose, and such other funds may be reimbursed
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with or without interest from the Debt Service Account when a sufficient balance is available
therein.
18.Certificate of Registration and Tax Levy. The Clerk is hereby directed to
file a certified copy of this resolution with the County Auditors of Dakota and Washington
Counties, Minnesota, together with such other information as they shall require, and to obtain the
County Auditors' certificates that the Bonds have been entered in the County Auditors' Bond
Registers, and the tax levies authorized by law have been made.
19.Records and Bonds. The officers of the City are hereby authorized and
directed to prepare and furnish to the Purchaser, and to the attorneys approving the legality of the
issuance of the Bonds, certified copies of all proceedings and records of the City relating to the
Bonds and to the financial condition and affairs of the City, and such other affidavits, certificates
and information as are required to show the facts relating to the legality and marketability of the
Bonds as the same appear from the books and records under their custody and control or as
otherwise known to them, and all such certified copies, certificates and affidavits, including any
heretofore furnished, shall be deemed representations of the City as to the facts recited therein.
20.Defeasance. When all Bonds have been discharged as provided in this
paragraph, all pledges, covenants and other rights granted by this resolution to the registered
holders of the Bonds shall, to the extent permitted by law, cease. The City may discharge its
obligations with respect to any Bonds which are due on any date by irrevocably depositing with
the Bond Registrar on or before that date a sum sufficient for the payment thereof in full; or if
any Bond should not be paid when due, it may nevertheless be discharged by depositing with the
Bond Registrar a sum sufficient for the payment thereof in full with interest accrued to the date
of such deposit. The City may also discharge its obligations with respect to any prepayable
Bonds called for redemption on any date when they are prepayable according to their terms, by
depositing with the Bond Registrar on or before that date a sum sufficient for the payment
thereof in full, provided that notice of redemption thereof has been duly given. The City may
also at any time discharge its obligations with respect to any Bonds, subject to the provisions of
law now or hereafter authorizing and regulating such action, by depositing irrevocably in escrow,
with a suitable banking institution qualified by law as an escrow agent for this purpose, cash or
securities described in Minnesota Statutes, Section 475.67, Subdivision 8, bearing interest
payable at such times and at such rates and maturing on such dates as shall be required, subject
to sale and/or reinvestment, to pay all amounts to become due thereon to maturity or, if notice of
redemption as herein required has been duly provided for, to such earlier redemption date.
21.Negative Covenant as to Use of Proceeds and Improvements. The City
hereby covenants not to use the proceeds of the Bonds or to use the Improvements, or to cause or
permit them to be used, or to enter into any deferred payment arrangements for the cost of the
Improvements, in such a manner as to cause the Bonds to be "private activity bonds" within the
meaning of Sections 103 and 141 through 150 of the Code.
22.Tax-Exempt Status of the Bonds; Rebate. The City shall comply with
requirements necessary under the Code to establish and maintain the exclusion from gross
income under Section 103 of the Code of the interest on the Bonds, including without limitation
(i) requirements relating to temporary periods for investments, (ii) limitations on amounts
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invested at a yield greater than the yield on the Bonds, and (iii) the rebate of excess investment
earnings to the United States if the Bonds (together with other obligations reasonably expected to
be issued and outstanding at one time in this calendar year) exceed the small issuer exception
amount of $5,000,000.
For purposes of qualifying for the small issuer exception to the federal arbitrage rebate
requirements for governmental units issuing $5,000,000 or less of bonds, the City hereby finds,
determines and declares that
(a)the Bonds are issued by a governmental unit with general taxing powers;
(b)no Bond is a private activity bond;
(c)ninety five percent or more of the net proceeds of the Bonds are to be used
for local governmental activities of the City (or of a governmental unit the jurisdiction of which
is entirely within the jurisdiction of the City); and
(d)the aggregate face amount of all tax exempt bonds (other than private
activity bonds) issued by the City (and all entities subordinate to, or treated as one issuer with the
City) during the calendar year in which the Bonds are issued and outstanding at one time is not
reasonably expected to exceed $5,000,000, all within the meaning of Section 148(f)(4)(D) of the
Code.
23.Designation of Qualified Tax-Exempt Obligations; Issuance Limit. In
order to qualify the Bonds as "qualified tax-exempt obligations" within the meaning of Section
265(b)(3) of the Code, the City hereby makes the following factual statements and
representations:
(a)the Bonds are issued after December 31, 2009;
(b)the Bonds are not "private activity bonds" as defined in Section 141 of the
Code;
(c)the City hereby designates the Bonds as "qualified tax-exempt
obligations" for purposes of Section 265(b)(3) of the Code;
(d)the reasonably anticipated amount of tax-exempt obligations (other than
private activity bonds, treating qualified 501(c)(3) bonds as not being private activity bonds)
which will be issued by the City (and all entities treated as one issuer with the City, and all
subordinate entities whose obligations are treated as issued by the City) during this calendar year
2010 will not exceed $30,000,000;
(e)not more than $30,000,000 of obligations issued by the City during this
calendar year 2010 have been designated for purposes of Section 265(b)(3) of the Code; and
(f)the aggregate face amount of the Bonds does not exceed $30,000,000.
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The City shall use its best efforts to comply with any federal procedural requirements which may
apply in order to effectuate the designation made by this paragraph.
24.Compliance with Reimbursement Bond Regulations. The provisions of
this paragraph are intended to establish and provide for the City's compliance with United States
Treasury Regulations Section 1.150-2 (the "Reimbursement Regulations") applicable to the
"reimbursement proceeds" of the Bonds, being those portions thereof which will be used by the
City to reimburse itself for any expenditure which the City paid or will have paid prior to the
Closing Date (a "Reimbursement Expenditure").
The City hereby certifies and/or covenants as follows:
(a)Not later than 60 days after the date of payment of a Reimbursement
Expenditure, the City (or person designated to do so on behalf of the City) has made or
will have made a written declaration of the City's official intent (a "Declaration") which
effectively (i) states the City's reasonable expectation to reimburse itself for the payment
of the Reimbursement Expenditure out of the proceeds of a subsequent borrowing; (ii)
gives a general and functional description of the property, project or program to which
the Declaration relates and for which the Reimbursement Expenditure is paid, or
identifies a specific fund or account of the City and the general functional purpose thereof
from which the Reimbursement Expenditure was to be paid (collectively the "Project");
and (iii) states the maximum principal amount of debt expected to be issued by the City
for the purpose of financing the Project; provided, however, that no such Declaration
shall necessarily have been made with respect to: (i) "preliminary expenditures" for the
Project, defined in the Reimbursement Regulations to include engineering or
architectural, surveying and soil testing expenses and similar prefatory costs, which in the
aggregate do not exceed 20% of the "issue price" of the Bonds, and (ii) a de minimis
amount of Reimbursement Expenditures not in excess of the lesser of $100,000 or 5% of
the proceeds of the Bonds.
(b)Each Reimbursement Expenditure is a capital expenditure or a cost of
issuance of the Bonds or any of the other types of expenditures described in Section
1.150-2(d)(3) of the Reimbursement Regulations.
(c)The "reimbursement allocation" described in the Reimbursement
Regulations for each Reimbursement Expenditure shall and will be made forthwith
following (but not prior to) the issuance of the Bonds and in all events within the period
ending on the date which is the later of three years after payment of the Reimbursement
Expenditure or one year after the date on which the Project to which the Reimbursement
Expenditure relates is first placed in service.
(d)Each such reimbursement allocation will be made in a writing that
evidences the City's use of Bond proceeds to reimburse the Reimbursement Expenditure
and, if made within 30 days after the Bonds are issued, shall be treated as made on the
day the Bonds are issued.
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Provided, however, that the City may take action contrary to any of the foregoing covenants in
this paragraph 24 upon receipt of an opinion of its Bond Counsel for the Bonds stating in effect
that such action will not impair the tax-exempt status of the Bonds.
25.Continuing Disclosure. The City is the sole obligated person with respect
to the Bonds. The City hereby agrees, in accordance with the provisions of Rule 15c2-12 (the
"Rule"), promulgated by the Securities and Exchange Commission (the "Commission") pursuant
to the Securities Exchange Act of 1934, as amended, and a Continuing Disclosure Undertaking
(the "Undertaking") hereinafter described to:
(a)Provide or cause to be provided to the Municipal Securities Rulemaking
Board (the "MSRB") by filing at www.emma.msrb.org in accordance with the Rule, certain
annual financial information and operating data in accordance with the Undertaking. The City
reserves the right to modify from time to time the terms of the Undertaking as provided therein.
(b)Provide or cause to be provided, in a timely manner to the MSRB notice
of the occurrence of certain material events with respect to the Bonds in accordance with the
Undertaking.
(c)Provide or cause to be provided, in a timely manner to the MSRB notice
of a failure by the City to provide the annual financial information with respect to the City
described in the Undertaking.
(d)The City agrees that its covenants pursuant to the Rule set forth in this
paragraph and in the Undertaking is intended to be for the benefit of the Holders of the Bonds
and shall be enforceable on behalf of such Holders; provided that the right to enforce the
provisions of these covenants shall be limited to a right to obtain specific enforcement of the
City's obligations under the covenants.
The Mayor and Clerk, or any other officer of the City authorized to act in their place (the
"Officers") are hereby authorized and directed to execute on behalf of the City the Undertaking
in substantially the form presented to the City Council subject to such modifications thereof or
additions thereto as are (i) consistent with the requirements under the Rule, (ii) required by the
Purchaser of the Bonds, and (iii) acceptable to the Officers.
26.Severability. If any section, paragraph or provision of this resolution shall
be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such
section, paragraph or provision shall not affect any of the remaining provisions of this resolution.
27.Headings. Headings in this resolution are included for convenience of
reference only and are not a part hereof, and shall not limit or define the meaning of any
provision hereof.
The motion for the adoption of the foregoing resolution was duly seconded by
member __________________ and, after a full discussion thereof and upon a vote being taken
thereon, the following voted in favor thereof:
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and the following voted against the same:
Whereupon said resolution was declared duly passed and adopted.
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STATE OF MINNESOTA
COUNTIES OF DAKOTA AND WASHINGTON
CITY OF HASTINGS
I, the undersigned, being the duly qualified and acting City Clerk of the City of
Hastings, Minnesota, DO HEREBY CERTIFY that I have compared the attached and foregoing
extract of minutes with the original thereof on file in my office, and that the same is a full, true
and complete transcript of the minutes of a meeting of the City Council of said City, duly called
and held on the date therein indicated, insofar as such minutes relate to authorizing the issuance
of $1,185,000 General Obligation Improvement Bonds, Series 2010B of said City.
WITNESS my hand this ____ day of October, 2010.
_______________________________________
City Clerk
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EXTRACT OF MINUTES OF A MEETING OF THE
CITY COUNCIL OF THE CITY OF
HASTINGS, MINNESOTA
HELD: October 4, 2010
Pursuant to due call and notice thereof, a regular meeting of the City Council of
the City of Hastings, Dakota and Washington Counties, Minnesota, was duly called and held at
the City Hall in said City on Monday, the 4th day of October, 2010, at 7:00 P.M., for the purpose
of awarding the sale of, $285,000 General Obligation Equipment Certificates of Indebtedness,
Series 2010C of the City.
The following members were present:
and the following were absent:
Member ____________________ introduced the following resolution and moved
its adoption.
RESOLUTION ACCEPTING PROPOSAL ON SALE OF
$285,000 GENERAL OBLIGATION EQUIPMENT
CERTIFICATES OF INDEBTEDNESS, SERIES 2010C
PROVIDING FOR THEIR ISSUANCE AND LEVYING
A TAX FOR THE PAYMENT THEREOF
A.WHEREAS, the City Council of the City of Hastings, Minnesota (the
"City") has heretofore determined and declared that it is necessary and expedient to issue
$285,000 General Obligation Equipment Certificates of Indebtedness, Series 2010C of the City,
pursuant to Minnesota Statutes, Chapter 475 and Minnesota Statutes, Section 412.301, to finance
the acquisition of equipment (the "Equipment"); and
B.WHEREAS, each piece of equipment to be financed by the Certificates
has an expected useful life at least as long as the term of the Certificates; and
C.WHEREAS, the principal amount of the Certificates does not exceed
0.25% of the market value of the City; and
D.WHEREAS, the City has retained Springsted Incorporated, an
independent financial consultant, in connection with the sale of Certificates, and therefore the
City is authorized to negotiate the sale of the Certificates without compliance with the public sale
requirements of Chapter 475; and
E.WHEREAS, the following proposals were received, opened and recorded
at the offices of Springsted Incorporated at 10:30 A.M. this same day:
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Bidder Interest Rate Net Interest Cost
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of
Hastings, Minnesota, as follows:
1.Acceptance of Proposal. The proposal of ______________
______________________________________________ (the "Purchaser"), to purchase
$285,000 General Obligation Equipment Certificates of Indebtedness, Series 2010C of the City
(the "Certificates", or individually a "Certificate"), in accordance with the terms of proposal at
the rates of interest hereinafter set forth, and to pay therefor the sum of $_________, plus interest
accrued to settlement, is hereby found, determined and declared to be the most favorable
proposal received and is hereby accepted, and the Certificates are hereby awarded to said
purchaser. The Finance Director is directed to retain the deposit of said purchaser and to
forthwith return to the others making proposals their good faith checks or drafts.
2.Terms of Certificates.
(a)Title; Original Issue Date; Denominations; Maturities. The Certificates
shall be titled "General Obligation Equipment Certificates of Indebtedness, Series 2010C", shall
be dated November 1, 2010, as the date of original issue and shall be issued forthwith on or after
such date as fully registered certificates. The Certificates shall be numbered from R-1 upward in
the denomination of $5,000 each or in any integral multiple thereof of a single maturity. The
Certificates shall mature, without option of prepayment, on February 1 in the years and amounts
as follows:
Year Amount
2012 $
2013
2014
2015
2016
As may be requested by the Purchaser, one or more Term Bonds may be issued having
mandatory sinking fund redemption and final maturity amounts conforming to the foregoing
principal repayment schedule, and corresponding additions may be made to the provisions of the
applicable certificate(s).
(b)Book Entry Only System. The Depository Trust Company, a limited
purpose trust company organized under the laws of the State of New York or any of its
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successors or its successors to its functions hereunder (the "Depository") will act as securities
depository for the Certificates, and to this end:
(i)The Certificates shall be initially issued and, so long as they
remain in book entry form only (the "Book Entry Only Period"), shall at all times
be in the form of a separate single fully registered Certificate for each maturity of
the Certificates; and for purposes of complying with this requirement under
paragraph 10 (with respect to registration, transfer, exchange) Authorized
Denominations for any Certificate shall be deemed to be limited during the Book
Entry Only Period to the outstanding principal amount of that Certificate.
(ii)Upon initial issuance, ownership of the Certificates shall be
registered in a register maintained by Wells Fargo Bank, National Association, in
Minneapolis, Minnesota (the "Registrar") in the name of CEDE & CO., as the
nominee (it or any nominee of the existing or a successor Depository, the
"Nominee").
(iii)With respect to the Certificates neither the City nor the Registrar
shall have any responsibility or obligation to any broker, dealer, bank, or any
other financial institution for which the Depository holds Certificates as securities
depository (the "Participant") or the person for which a Participant holds an
interest in the Certificates shown on the books and records of the Participant (the
"Beneficial Owner"). Without limiting the immediately preceding sentence,
neither the City, nor the Registrar, shall have any such responsibility or obligation
with respect to (A) the accuracy of the records of the Depository, the Nominee or
any Participant with respect to any ownership interest in the Certificates, or (B)
the delivery to any Participant, any Owner or any other person, other than the
Depository, of any notice with respect to the Certificates, including any notice of
redemption, or (C) the payment to any Participant, any Beneficial Owner or any
other person, other than the Depository, of any amount with respect to the
principal of or premium, if any, or interest on the Certificates, or (D) the consent
given or other action taken by the Depository as the Registered Holder of any
Certificates (the "Holder"). For purposes of securing the vote or consent of any
Holder under this Resolution, the City may, however, rely upon an omnibus proxy
under which the Depository assigns its consenting or voting rights to certain
Participants to whose accounts the Certificates are credited on the record date
identified in a listing attached to the omnibus proxy.
(iv)The City and the Registrar may treat as and deem the Depository to
be the absolute owner of the Certificates for the purpose of payment of the
principal of and premium, if any, and interest on the Certificates, for the purpose
of giving notices of redemption and other matters with respect to the Certificates,
for the purpose of obtaining any consent or other action to be taken by Holders for
the purpose of registering transfers with respect to such Certificates, and for all
purpose whatsoever. The Registrar, as paying agent hereunder, shall pay all
principal of and premium, if any, and interest on the Certificates only to the
Holder or the Holders of the Certificates as shown on the register, and all such
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payments shall be valid and effective to fully satisfy and discharge the City's
obligations with respect to the principal of and premium, if any, and interest on
the Certificates to the extent of the sum or sums so paid.
(v)Upon delivery by the Depository to the Registrar of written notice
to the effect that the Depository has determined to substitute a new Nominee in
place of the existing Nominee, and subject to the transfer provisions in paragraph
10 hereof (with respect to registration, transfer, exchange), references to the
Nominee hereunder shall refer to such new Nominee.
(vi)So long as any Certificate is registered in the name of a Nominee,
all payments with respect to the principal of and premium, if any, and interest on
such Certificate and all notices with respect to such Certificate shall be made and
given, respectively, by the Registrar or City, as the case may be, to the Depository
as provided in the Letter of Representations to the Depository required by the
Depository as a condition to its acting as book-entry Depository for the
Certificates (said Letter of Representations, together with any replacement thereof
or amendment or substitute thereto, including any standard procedures or policies
referenced therein or applicable thereto respecting the procedures and other
matters relating to the Depository's role as book-entry Depository for the
Certificates, collectively hereinafter referred to as the "Letter of
Representations").
(c)Letter of Representations. The provisions in the Letter of Representations
are incorporated herein by reference and made a part of the resolution, and if and to the extent
any such provisions are inconsistent with the other provisions of this resolution, the provisions in
the Letter of Representations shall control.
3.Purpose. The Certificates shall provide funds to finance the purchase of
various items of capital equipment (the "Equipment"). The total cost of the Equipment, which
shall include all costs enumerated in Minnesota Statutes, Section 475.65, is estimated to be at
least equal to the amount of the Certificates.
4.Interest. The Certificates shall bear interest payable semiannually on
February 1 and August 1 of each year (each, an "Interest Payment Date"), commencing August
1, 2011, calculated on the basis of a 360-day year of twelve 30-day months, at the respective
rates per annum set forth opposite the maturity years as follows:
Maturity Interest
Year Rate
2012 %
2013
2014
2015
2016
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5.No Redemption. The Certificates shall not be subject to redemption and
prepayment prior to their maturity.
6.Registrar. Wells Fargo Bank, National Association, in Minneapolis,
Minnesota, is appointed to act as registrar and transfer agent with respect to the Certificates (the
"Registrar"), and shall do so unless and until a successor Registrar is duly appointed, all pursuant
to any contract the City and Registrar shall execute which is consistent herewith. The Registrar
shall also serve as paying agent unless and until a successor paying agent is duly appointed.
Principal and interest on the Certificates shall be paid to the registered holders (or record
holders) of the Certificates in the manner set forth in the form of Certificate and paragraph 12 of
this resolution (with respect to interest payment and record date).
7.Form of Certificate. The Certificates, together with the Registrar's
Certificate of Authentication, the form of Assignment and the registration information thereon,
shall be in substantially the following form:
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UNITED STATES OF AMERICA
STATE OF MINNESOTA
DAKOTA AND WASHINGTON COUNTIES
CITY OF HASTINGS
R-_______ $_________
GENERAL OBLIGATION EQUIPMENT
CERTIFICATE OF INDEBTEDNESS,
SERIES 2010C
DATE OF
INTEREST RATE MATURITY DATE ORIGINAL ISSUE CUSIP
February 1, 20__ November 1, 2010
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: _______________________________ DOLLARS
KNOW ALL PERSONS BY THESE PRESENTS that the City of Hastings,
Dakota and Washington Counties, Minnesota (the "Issuer"), certifies that it is indebted and for
value received promises to pay to the registered owner specified above, or registered assigns in
the manner hereinafter set forth, the principal amount specified above, on the maturity date
specified above, without option of prepayment, and to pay interest thereon semiannually on
February 1 and August 1 of each year (each, an "Interest Payment Date"), commencing August
1, 2011, at the rate per annum specified above (calculated on the basis of a 360-day year of
twelve 30-day months) until the principal sum is paid or has been provided for. This Certificate
will bear interest from the most recent Interest Payment Date to which interest has been paid or,
if no interest has been paid, from the date of original issue hereof. The principal of and
premium, if any, on this Certificate are payable upon presentation and surrender hereof at the
principal office of Wells Fargo Bank, National Association, in Minneapolis, Minnesota (the
"Registrar"), acting as paying agent, or any successor paying agent duly appointed by the Issuer.
Interest on this Certificate will be paid on each Interest Payment Date by check or draft mailed to
the person in whose name this Certificate is registered (the "Holder") on the registration books of
the Issuer maintained by the Registrar and at the address appearing thereon at the close of
business on the fifteenth day of the calendar month next preceding such Interest Payment Date
(the "Regular Record Date"). Any interest not so timely paid shall cease to be payable to the
person who is the Holder hereof as of the Regular Record Date, and shall be payable to the
person who is the Holder hereof at the close of business on a date (the "Special Record Date")
fixed by the Registrar whenever money becomes available for payment of the defaulted interest.
Notice of the Special Record Date shall be given to Holders not less than ten days prior to the
Special Record Date. The principal of and premium, if any, and interest on this Certificate are
payable in lawful money of the United States of America. So long as this Certificate is
registered in the name of the Depository or its Nominee as provided in the Resolution hereinafter
described, and as those terms are defined therein, payment of principal of, premium, if any, and
interest on this Certificate and notice with respect thereto shall be made as provided in the Letter
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of Representations, as defined in the Resolution, and surrender of this Certificate shall not be
required for payment of the redemption price upon a partial redemption of this Certificate. Until
termination of the book-entry only system pursuant to the Resolution, Certificates may only be
registered in the name of the Depository or its Nominee.
No Redemption. The Certificates are not subject to redemption and prepayment
prior to their maturity.
Issuance; Purpose; General Obligation. This Certificate is one of an issue in the
total principal amount of $285,000, all of like date of original issue and tenor, except as to
number, maturity, interest rate and denomination, which Certificate has been issued pursuant to
and in full conformity with the Constitution, Charter of the Issuer and laws of the State of
Minnesota and pursuant to a resolution adopted by the City Council of the Issuer on October 4,
2010 (the "Resolution"), for the purpose of providing money to finance the purchase of capital
equipment for the City. This Certificate is payable out of the General Obligation Equipment
Certificates of Indebtedness, Series 2010C Fund of the Issuer. This Certificate constitutes a
general obligation of the Issuer, and to provide moneys for the prompt and full payment of its
principal, premium, if any, and interest when the same become due, the full faith and credit and
taxing powers of the Issuer have been and are hereby irrevocably pledged.
Denominations; Exchange; Resolution. The Certificates are issuable solely as
fully registered certificates in the denominations of $5,000 and integral multiples thereof of a
single maturity and are exchangeable for fully registered Certificates of other authorized
denominations in equal aggregate principal amounts at the principal office of the Registrar, but
only in the manner and subject to the limitations provided in the Resolution. Reference is hereby
made to the Resolution for a description of the rights and duties of the Registrar. Copies of the
Resolution are on file in the principal office of the Registrar.
Transfer. This Certificate is transferable by the Holder in person or by his, her or
its attorney duly authorized in writing at the principal office of the Registrar upon presentation
and surrender hereof to the Registrar, all subject to the terms and conditions provided in the
Resolution and to reasonable regulations of the Issuer contained in any agreement with the
Registrar. Thereupon the Issuer shall execute and the Registrar shall authenticate and deliver, in
exchange for this Certificate, one or more new fully registered Certificates in the name of the
transferee (but not registered in blank or to "bearer" or similar designation), of an authorized
denomination or denominations, in aggregate principal amount equal to the principal amount of
this Certificate, of the same maturity and bearing interest at the same rate.
Fees upon Transfer or Loss. The Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection with the transfer
or exchange of this Certificate and any legal or unusual costs regarding transfers and lost
Certificates.
Treatment of Registered Owners. The Issuer and Registrar may treat the person
in whose name this Certificate is registered as the owner hereof for the purpose of receiving
payment as herein provided (except as otherwise provided above with respect to the Record
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Date) and for all other purposes, whether or not this Certificate shall be overdue, and neither the
Issuer nor the Registrar shall be affected by notice to the contrary.
Authentication. This Certificate shall not be valid or become obligatory for any
purpose or be entitled to any security unless the Certificate of Authentication hereon shall have
been executed by the Registrar.
Qualified Tax-Exempt Obligation. This Certificate has been designated by the
Issuer as a "qualified tax-exempt obligation" for purposes of Section 265(b)(3) of the Internal
Revenue Code of 1986, as amended.
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things
required by the Constitution, laws of the State of Minnesota and Charter of the Issuer to be done,
to happen and to be performed, precedent to and in the issuance of this Certificate, have been
done, have happened and have been performed, in regular and due form, time and manner as
required by law, and that this Certificate, together with all other debts of the Issuer outstanding
on the date of original issue hereof and the date of its issuance and delivery to the original
purchaser, does not exceed any constitutional, statutory or Charter limitation of indebtedness.
IN WITNESS WHEREOF, the City of Hastings, Dakota and Washington
Counties, Minnesota, by its City Council has caused this Certificate to be executed on its behalf
by the facsimile signatures of its Mayor and its Clerk, the corporate seal of the Issuer having
been intentionally omitted as permitted by law.
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Date of Registration: Registrable by: Well Fargo Bank, National Association
Minneapolis, Minnesota
_______________________ Payable at: Wells Fargo Bank, National Association
Minneapolis, Minnesota
REGISTRAR'S CITY OF HASTINGS
CERTIFICATE OF DAKOTA AND WASHINGTON COUNTIES,
AUTHENTICATION MINNESOTA
This Certificate is one of the
Certificates described in the /s/ Facsimile
Resolution mentioned Mayor
within.
/s/ Facsimile
Wells Fargo Bank, National Association Clerk
Minneapolis, Minnesota
Registrar
By____________________
Authorized Signature
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___________________________________________________________
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this Certificate,
shall be construed as though they were written out in full according to applicable laws or
regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
UTMA - ___________ as custodian for _____________
(Cust) (Minor)
under the _____________________ Uniform
(State)
Transfers to Minors Act
Additional abbreviations may also be used
though not in the above list.
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ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
_____________________________________________________________ the within
Certificate and does hereby irrevocably constitute and appoint _________________ attorney to
transfer the Certificate on the books kept for the registration thereof, with full power of
substitution in the premises.
Dated:_____________________ ________________________________________
Notice: The assignor's signature to this assignment must
correspond with the name as it appears upon the
face of the within Certificate in every particular,
without alteration or any change whatever.
Signature Guaranteed:
___________________________
Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm
having a membership in one of the major stock exchanges or any other "Eligible Guarantor
Institution" as defined in 17 CFR 240.17 Ad-15(a)(2).
The Registrar will not effect transfer of this Certificate unless the information
concerning the transferee requested below is provided.
Name and Address: ________________________________________
________________________________________
________________________________________
(Include information for all joint owners
if the Certificate is held by joint account.)
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8.Execution; Temporary Certificates. The Certificates shall be printed (or,
at the request of the Purchaser, typewritten), shall be executed on behalf of the City by the
signatures of its Mayor and Clerk and be sealed with the seal of the City; provided, however, that
the seal of the City may be a printed (or at the request of the Purchaser, photocopied) facsimile;
and provided further that both of such signatures may be printed (or, at the request of the
Purchaser, photocopied) facsimiles and the corporate seal may be omitted on the Certificates as
permitted by law. In the event of disability or resignation or other absence of either such officer,
the Certificates may be signed by the manual or facsimile signature of that officer who may act
on behalf of such absent or disabled officer. In case either such officer whose signature or
facsimile of whose signature shall appear on the Certificates shall cease to be such officer before
the delivery of the Certificates, such signature or facsimile shall nevertheless be valid and
sufficient for all purposes, the same as if he or she had remained in office until delivery. The
City may elect to deliver, in lieu of printed definitive certificates, one or more typewritten
temporary certificates in substantially the form set forth above, with such changes as may be
necessary to reflect more than one maturity in a single temporary certificate. The temporary
certificates may be executed with photocopied facsimile signatures of the Mayor and Clerk.
Such temporary certificates shall, upon the printing of the definitive certificates and the
execution thereof, be exchanged therefor and canceled.
9.Authentication. No Certificate shall be valid or obligatory for any purpose
or be entitled to any security or benefit under this resolution unless a Certificate of
Authentication on such Certificate, substantially in the form hereinabove set forth, shall have
been duly executed by an authorized representative of the Registrar. Certificates of
Authentication on different Certificates need not be signed by the same person. The Registrar
shall authenticate the signatures of officers of the City on each Certificate by execution of the
Certificate of Authentication on the Certificate and by inserting as the date of registration in the
space provided the date on which the Certificate is authenticated, except that for purposes of
delivering the original Certificates to the Purchaser, the Registrar shall insert as a date of
registration the date of original issue, which date is November 1, 2010. The Certificate of
Authentication so executed on each Certificate shall be conclusive evidence that it has been
authenticated and delivered under this resolution.
10.Registration; Transfer; Exchange. The City will cause to be kept at the
principal office of the Registrar a certificate register in which, subject to such reasonable
regulations as the Registrar may prescribe, the Registrar shall provide for the registration of
Certificates and the registration of transfers of Certificates entitled to be registered or transferred
as herein provided.
Upon surrender for transfer of any Certificate at the principal office of the
Registrar, the City shall execute (if necessary), and the Registrar shall authenticate, insert the
date of registration (as provided in paragraph 9 with respect to authentication) of, and deliver, in
the name of the designated transferee or transferees, one or more new Certificates of any
authorized denomination or denominations of a like aggregate principal amount, having the same
stated maturity and interest rate, as requested by the transferor; provided, however, that no
Certificate may be registered in blank or in the name of "bearer" or similar designation.
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At the option of the Holder, Certificates may be exchanged for Certificates of any
authorized denomination or denominations of a like aggregate principal amount and stated
maturity, upon surrender of the Certificates to be exchanged at the principal office of the
Registrar. Whenever any Certificates are so surrendered for exchange, the City shall execute (if
necessary), and the Registrar shall authenticate, insert the date of registration of, and deliver the
Certificates which the Holder making the exchange is entitled to receive.
All Certificates surrendered upon any exchange or transfer provided for in this
resolution shall be promptly canceled by the Registrar and thereafter disposed of as directed by
the City.
All Certificates delivered in exchange for or upon transfer of Certificates shall be
valid general obligations of the City evidencing the same debt, and entitled to the same benefits
under this resolution, as the Certificates surrendered for such exchange or transfer.
Every Certificate presented or surrendered for transfer or exchange shall be duly
endorsed or be accompanied by a written instrument of transfer, in form satisfactory to the
Registrar, duly executed by the Holder thereof or his, her or its attorney duly authorized in
writing.
The Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection with the transfer or exchange of any Certificate and
any legal or unusual costs regarding transfers and lost Certificates.
Transfers shall also be subject to reasonable regulations of the City contained in
any agreement with the Registrar, including regulations which permit the Registrar to close its
transfer books between record dates and payment dates. The Clerk is hereby authorized to
negotiate and execute the terms of said agreement.
11.Rights Upon Transfer or Exchange. Each Certificate delivered upon
transfer of or in exchange for or in lieu of any other Certificate shall carry all the rights to
interest accrued and unpaid, and to accrue, which were carried by such other Certificate.
12.Interest Payment; Record Date. Interest on any Certificate shall be paid
on each Interest Payment Date by check or draft mailed to the person in whose name the
Certificate is registered (the "Holder") on the registration books of the City maintained by the
Registrar and at the address appearing thereon at the close of business on the fifteenth (15th) day
of the calendar month next preceding such Interest Payment Date (the "Regular Record Date").
Any such interest not so timely paid shall cease to be payable to the person who is the Holder
thereof as of the Regular Record Date, and shall be payable to the person who is the Holder
thereof at the close of business on a date (the "Special Record Date") fixed by the Registrar
whenever money becomes available for payment of the defaulted interest. Notice of the Special
Record Date shall be given by the Registrar to the Holders not less than ten (10) days prior to the
Special Record Date.
13.Treatment of Registered Owner. The City and Registrar may treat the
person in whose name any Certificate is registered as the owner of such Certificate for the
purpose of receiving payment of principal of and premium, if any, and interest (subject to the
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payment provisions in paragraph 12 above with respect to interest payment and record date) on
such Certificate and for all other purposes whatsoever whether or not such Certificate shall be
overdue, and neither the City nor the Registrar shall be affected by notice to the contrary.
14.Delivery; Application of Proceeds. The Certificates when so prepared and
executed shall be delivered by the Finance Director to the Purchaser upon receipt of the purchase
price, and the Purchaser shall not be obliged to see to the proper application thereof.
15.Fund and Accounts. There is hereby created a special fund to be
designated the "General Obligation Equipment Certificates of Indebtedness, Series 2010C Fund"
(the "Fund") to be administered and maintained by the Finance Director as a bookkeeping
account separate and apart from all other funds maintained in the official financial records of the
City. The Fund shall be maintained in the manner herein specified until all of the Certificates
and the interest thereon have been fully paid. There shall be maintained in the Fund two (2)
separate accounts, to be designated the "Capital Account" and "Debt Service Account",
respectively.
(i)Capital Account. To the Capital Account there shall be credited
the proceeds of the sale of the Certificates, less accrued interest received thereon,
and less any amount paid for the Certificates in excess of the minimum bid. From
the Capital Account there shall be paid all costs and expenses of acquiring and
installing the equipment, including all costs incurred and to be incurred of the
kind authorized in Minnesota Statutes, Section 475.65; and the moneys in said
account shall be used for no other purpose except as otherwise provided by law;
provided that the proceeds of the Certificates may also be used to the extent
necessary to pay interest on the Certificates due prior to the anticipated date of
commencement of the collection of taxes herein levied.
(ii)Debt Service Account. There are hereby irrevocably appropriated
and pledged to, and there shall be credited to, the Debt Service Account: (a) all
accrued interest received upon delivery of the Certificates; (b) all funds paid for
the Certificates in excess of the minimum bid; (c) any collections of all taxes
herein or hereafter levied for the payment of the Certificates and interest thereon;
(d) all funds remaining in the Capital Account after the payment of all costs of
acquiring and installing the Equipment; (e) all investment earnings on funds held
in the Debt Service Account; and (f) any and all other moneys which are properly
available and are appropriated by the governing body of the City to the Debt
Service Account. The Debt Service Account shall be used solely to pay the
principal and interest of the Certificates and any other general obligation
certificates of the City hereafter issued by the City and made payable from said
account as provided by law.
No portion of the proceeds of the Certificates shall be used directly or
indirectly to acquire higher yielding investments or to replace funds which were
used directly or indirectly to acquire higher yielding investments, except (1) for a
reasonable temporary period until such proceeds are needed for the purpose for
which the Certificates were issued and (2) in addition to the above in an amount
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not greater than the lesser of five percent (5%) of the proceeds of the Certificates
or $100,000. To this effect, any proceeds of the Certificates and any sums from
time to time held in the Capital Account or Debt Service Account (or any other
City account which will be used to pay principal or interest to become due on the
certificates payable therefrom) in excess of amounts which under then-applicable
federal arbitrage regulations may be invested without regard to yield shall not be
invested at a yield in excess of the applicable yield restrictions imposed by said
arbitrage regulations on such investments after taking into account any applicable
"temporary periods" or "minor portion" made available under the federal arbitrage
regulations. Money in the Fund shall not be invested in obligations or deposits
issued by, guaranteed by or insured by the United States or any agency or
instrumentality thereof if and to the extent that such investment would cause the
Certificates to be "federally guaranteed" within the meaning of Section 149(b) of
the Internal Revenue Code of 1986, as amended (the "Code").
16.Tax Levy; Coverage Test. To provide moneys for payment of the
principal and interest on the Certificates there is hereby levied upon all of the taxable property in
the City a direct annual ad valorem tax which shall be spread upon the tax rolls and collected
with and as part of other general property taxes in the City for the years and in the amounts as
follows:
Year of Tax Year of Tax
Levy Collection Amount
2010 2011 $
2011 2012
2012 2013
2013 2014
2014 2015
The tax levies are such that if collected in full they, together with other revenues
herein pledged for the payment of the Certificates, will produce at least five percent (5%) in
excess of the amount needed to meet when due the principal and interest payments on the
Certificates. The tax levies shall be irrepealable so long as any of the Certificates are
outstanding and unpaid, provided that the City reserves the right and power to reduce the levies
in the manner and to the extent permitted by Minnesota Statutes, Section 475.6l, Subdivision 3.
17.Defeasance. When all Certificates have been discharged as provided in
this paragraph, all pledges, covenants and other rights granted by this resolution to the registered
holders of the Certificates shall cease. The City may discharge its obligations with respect to any
Certificates which are due on any date by irrevocably depositing with the Registrar on or before
that date a sum sufficient for the payment thereof in full; or if any Certificate should not be paid
when due, it may nevertheless be discharged by depositing with the Registrar a sum sufficient for
the payment thereof in full with interest accrued to the date of such deposit. The City may also
at any time discharge its obligations with respect to any Certificates, subject to the provisions of
law now or hereafter authorizing and regulating such action, by depositing irrevocably in escrow,
with a suitable banking institution qualified by law as an escrow agent for this purpose, cash or
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securities described in Minnesota Statutes, Section 475.67, Subdivision 8, bearing interest
payable at such times and at such rates and maturing on such dates as shall be required, subject
to sale and/or reinvestment, to pay all amounts to become due thereon to maturity.
18.General Obligation Pledge. For the prompt and full payment of the
principal and interest on the Certificates, as the same respectively become due, the full faith,
credit and taxing powers of the City shall be and are hereby irrevocably pledged. If the balance
in the Debt Service Account is ever insufficient to pay all principal and interest then due on the
Certificates and any other certificates payable therefrom, the deficiency shall be promptly paid
out of any other funds of the City which are available for such purpose, and such other funds
may be reimbursed with or without interest from the Debt Service Account when a sufficient
balance is available therein.
19.Certificate of Registration and Tax Levy. The Clerk is hereby directed to
file a certified copy of this resolution with the County Auditors of Dakota and Washington
Counties, Minnesota, together with such other information as he or she shall require, and to
obtain the County Auditors’ certificates that the Certificates have been entered in the County
Auditors’ Registers, and that the tax levies required by law have been made.
20.Records and Certificates. The officers of the City are hereby authorized
and directed to prepare and furnish to the Purchaser, and to the attorneys approving the legality
of the issuance of the Certificates, certified copies of all proceedings and records of the City
relating to the Certificates and to the financial condition and affairs of the City, and such other
affidavits, certificates and information as are required to show the facts relating to the legality
and marketability of the Certificates as the same appear from the books and records under their
custody and control or as otherwise known to them, and all such certified copies, certificates and
affidavits, including any heretofore furnished, shall be deemed representations of the City as to
the facts recited therein.
21.Compliance with Reimbursement Regulations. The provisions of this
paragraph are intended to establish and provide for the City's compliance with United States
Treasury Regulations Section 1.150-2 (the "Reimbursement Regulations") applicable to the
"reimbursement proceeds" of the Certificates, being those portions thereof which will be used by
the City to reimburse itself for any expenditure which the City paid or will have paid prior to the
Closing Date (a "Reimbursement Expenditure").
The City hereby certifies and/or covenants as follows:
(a)Not later than sixty (60) days after the date of payment of a
Reimbursement Expenditure, the City (or person designated to do so on behalf of the City) has
made or will have made a written declaration of the City's official intent (a "Declaration") which
effectively (i) states the City's reasonable expectation to reimburse itself for the payment of the
Reimbursement Expenditure out of the proceeds of a subsequent borrowing; (ii) gives a general
and functional description of the property, project or program to which the Declaration relates
and for which the Reimbursement Expenditure is paid, or identifies a specific fund or account of
the City and the general functional purpose thereof from which the Reimbursement Expenditure
was to be paid (collectively the "Project"); and (iii) states the maximum principal amount of debt
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expected to be issued by the City for the purpose of financing the Project; provided, however,
that no such Declaration shall necessarily have been made with respect to: (i) "preliminary
expenditures" for the Project, defined in the Reimbursement Regulations to include engineering
or architectural, surveying and soil testing expenses and similar prefatory costs, which in the
aggregate do not exceed 20% of the "issue price" of the Certificates, and (ii) a de minimis
amount of Reimbursement Expenditures not in excess of the lesser of $100,000 or 5% of the
proceeds of the Certificates.
(b)Each Reimbursement Expenditure is a capital expenditure or a cost of
issuance of the Certificates or any of the other types of expenditures described in Section 1.150-
2(d)(3) of the Reimbursement Regulations.
(c)The "reimbursement allocation" described in the Reimbursement
Regulations for each Reimbursement Expenditure shall and will be made forthwith following
(but not prior to) the issuance of the Certificates and in all events within the period ending on the
date which is the later of three years after payment of the Reimbursement Expenditure or one
year after the date on which the Project to which the Reimbursement Expenditure relates is first
placed in service.
(d)Each such reimbursement allocation will be made in a writing that
evidences the City's use of Certificate proceeds to reimburse the Reimbursement Expenditure
and, if made within thirty (30) days after the Certificates are issued, shall be treated as made on
the day the Certificates are issued.
Provided, however, that the City may take action contrary to any of the foregoing covenants in
this paragraph 21 upon receipt of an opinion of its Bond Counsel for the Certificates stating in
effect that such action will not impair the tax-exempt status of the Certificates.
22.Negative Covenant as to Use of Proceeds and Equipment. The City
hereby covenants not to use the proceeds of the Certificates or the Equipment or to cause or
permit them to be used, or to enter into any deferred payment arrangements for the cost of the
Equipment, in such a manner as to cause the Certificates to be "private activity bonds" within the
meaning of Sections 103 and 141 through 150 of the Code.
23.Tax-Exempt Status of the Certificates; Rebate. The City shall comply
with requirements necessary under the Code to establish and maintain the exclusion from gross
income under Section 103 of the Code of the interest on the Certificates, including without
limitation (i) requirements relating to temporary periods for investments, (ii) limitations on
amounts invested at a yield greater than the yield on the Certificates, and (iii) the rebate of excess
investment earnings to the United States, if the Certificates (together with other obligations
reasonably expected to be issued and outstanding at one time in this calendar year) exceed the
small issuer exception amount of $5,000,000.
For purposes of qualifying for the exception to the federal arbitrage rebate
requirements for governmental units issuing $5,000,000 or less of bonds, the City hereby finds,
determines and declares that (i) the Certificates are issued by a governmental unit with general
taxing powers, (ii) no Certificate is a private activity bond, (iii) ninety-five percent or more of the
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net proceeds of the Certificates are to be used for local governmental activities of the City (or of
a governmental unit the jurisdiction of which is entirely within the jurisdiction of the City), and
(iv) the aggregate face amount of all tax exempt bonds (other than private activity bonds) issued
by the City (and all subordinate entities thereof, and all entities treated as one issuer with the
City) during the calendar year in which the Certificates are issued and outstanding at one time is
not reasonably expected to exceed $5,000,000, all within the meaning of Section 148(f)(4)(D) of
the Code.
24.Continuing Disclosure. The City is the sole obligated person with respect
to the Bonds. The City hereby agrees, in accordance with the provisions of Rule 15c2-12 (the
"Rule"), promulgated by the Securities and Exchange Commission (the "Commission") pursuant
to the Securities Exchange Act of 1934, as amended, and a Continuing Disclosure Undertaking
(the "Undertaking") hereinafter described to:
(a)Provide or cause to be provided to the Municipal Securities Rulemaking
Board (the "MSRB") by filing at www.emma.msrb.org in accordance with the Rule, certain
annual financial information and operating data in accordance with the Undertaking. The City
reserves the right to modify from time to time the terms of the Undertaking as provided therein.
(b)Provide or cause to be provided, in a timely manner to the MSRB notice
of the occurrence of certain material events with respect to the Bonds in accordance with the
Undertaking.
(c)Provide or cause to be provided, in a timely manner to the MSRB notice
of a failure by the City to provide the annual financial information with respect to the City
described in the Undertaking.
(d)The City agrees that its covenants pursuant to the Rule set forth in this
paragraph and in the Undertaking is intended to be for the benefit of the Holders of the Bonds
and shall be enforceable on behalf of such Holders; provided that the right to enforce the
provisions of these covenants shall be limited to a right to obtain specific enforcement of the
City's obligations under the covenants.
The Mayor and Clerk, or any other officer of the City authorized to act in their
place (the "Officers") are hereby authorized and directed to execute on behalf of the City the
Undertaking in substantially the form presented to the City Council subject to such modifications
thereof or additions thereto as are (i) consistent with the requirements under the Rule, (ii)
required by the Purchaser of the Bonds, and (iii) acceptable to the Officers.
25.Designation of Qualified Tax-Exempt Obligations; Issuance Limit. In
order to qualify the Certificates as "qualified tax-exempt obligations" within the meaning of
Section 265(b)(3) of the Code, the City hereby makes the following factual statements and
representations:
(a)the Certificates are issued after December 31, 2008;
(b)the Certificates are not "private activity bonds" as defined in Section 141
of the Code;
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(c)the City hereby designates the Certificates as "qualified tax-exempt
obligations" for purposes of Section 265(b)(3) of the Code;
(d)the reasonably anticipated amount of tax-exempt obligations (other than
private activity bonds, treating qualified 501(c)(3) bonds as not being private activity bonds)
which will be issued by the City (and all entities treated as one issuer with the City, and all
subordinate entities whose obligations are treated as issued by the City) during this calendar year
2010 will not exceed $30,000,000;
(e)not more than $30,000,000 of obligations issued by the City during this
calendar year 2010 have been designated for purposes of Section 265(b)(3) of the Code; and
(f)the aggregate face amount of the Certificates does not exceed
$30,000,000.
The City shall use its best efforts to comply with any federal procedural requirements which may
apply in order to effectuate the designation made by this paragraph.
26.Severability. If any section, paragraph or provision of this resolution shall
be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such
section, paragraph or provision shall not affect any of the remaining provisions of this resolution.
27.Headings. Headings in this resolution are included for convenience of
reference only and are not a part hereof, and shall not limit or define the meaning of any
provision hereof.
The motion for the adoption of the foregoing resolution was duly seconded by
Member ______________________ and, after a full discussion thereof and upon vote being
taken thereon, the following voted in favor thereof:
and the following voted against the same:
Whereupon said resolution was declared duly passed and adopted.
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STATE OF MINNESOTA
COUNTIES OF DAKOTA AND WASHINGTON
CITY OF HASTINGS
I, the undersigned, being the duly qualified and acting Clerk of the City of
Hastings, Minnesota, DO HEREBY CERTIFY that I have compared the attached and foregoing
extract of minutes with the original thereof on file in my office, and that the same is a full, true
and complete transcript of the minutes of a meeting of the City Council of said City, duly called
and held on the date therein indicated, insofar as such minutes relate to considering proposals for
and authorizing the issuance of, $285,000 General Obligation Equipment Certificates of
Indebtedness, Series 2010C of said City.
WITNESS my hand this ____ day of ____________, 2010.
_______________________________________
Clerk
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