HomeMy WebLinkAbout20091116 - VII-1
MEMO
TO: Honorable Mayor and City Council Members
FROM: Charlene A. Stark, Finance Director
RE: Resolutions for the sale of $1,785,000 GO Improvement Bonds,
2009A and $395,000 Equipment Certificates, 2009B, $3,745,000
Refunding Bonds, 2009C
DATE: November 10, 2009
Attached for Council approval are the Resolutions for the sale of the three issues that
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were authorized for sale Monday November 16 at the October 19 council meeting.
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The bidding process is taking place on Monday November 16 and Paul Steinman of
Springsted, Inc. will be available at the council meeting to go over the results of the sale.
If you should have any questions, please feel free to contact me.
Recommended Council Action
Approve the attached resolutions approving the award of the sale of $1,785,000 GO
Improvement Bonds 2009A, $395,000 Equipment Certificates, 2009B, and $3,745,000
GO Refunding Bonds, 2009C.
EXTRACT OF MINUTES OF A MEETING OF THE
CITY COUNCIL OF THE CITY OF
HASTINGS, MINNESOTA
HELD: November 16, 2009
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 16th day of November, 2009 at 7:00 P.M., for the
purpose of awarding the sale of, $1,785,000 General Obligation Improvement Bonds, Series
2009A 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 $1,785,000 GENERAL OBLIGATION IMPROVEMENT
BONDS, SERIES 2009A, 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
$1,785,000 General Obligation Improvement Bonds, Series 2009A 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 11:00 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
$1,785,000 General Obligation Improvement Bonds, Series 2009A 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 2009A", shall be dated
December 1, 2009, 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
2012 $170,000 2017 $180,000
2013 170,000 2018 180,000
2014 170,000 2019 185,000
2015 170,000 2020 190,000
2016 175,000 2021 195,000
As may be requested by the Purchaser, one or more term Bonds may be issued having mandatory
sinking fund redemption and final maturity amounts conforming to the foregoing principal
repayment schedule, and corresponding additions may be made to the provisions of the
applicable Bond(s).
(b)Book Entry Only System. The Depository Trust Company, a limited
purpose trust company organized under the laws of the State of New York or any of its
successors or successors to its functions hereunder (the "Depository") will act as securities
depository for the Bonds, and to this end:
(i)The Bonds shall be initially issued and, so long as they remain in book
entry form only (the "Book Entry Only Period"), shall at all times be in the form of a
separate single fully registered Bond for each maturity of the Bonds; and for purposes of
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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, 2010
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
2012 % 2017 %
2013 2018
2014 2019
2015 2020
2016 2021
5.Optional Redemption. All Bonds maturing in the years 2020 and 2021,
shall be subject to redemption and prepayment at the option of the City on February 1, 2019, 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 2009A
INTEREST MATURITY DATE OF CUSIP
RATE DATE ORIGINAL ISSUE
% December 1, 2009
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, 2010, 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
2020 and 2021, are subject to redemption and prepayment at the option of the Issuer on February
1, 2019, 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 $1,785,000, 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
November 16, 2009 (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 2009A 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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Use only for Bonds when they are
Registered in Book Entry Only System
PREPAYMENT SCHEDULE
This Bond has been prepaid in part on the date(s) and in the amount(s) as follows:
Authorized
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 December 1, 2009. 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 2009A 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 $1,770,720, 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, 2011) 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 $1,770,720; (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, 2011); (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 improvements for the Industrial Park Area, Three Rivers Division, and Fire
Station Driveway have been combined as a single improvement project for purposes of financing
the Improvements. 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
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
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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 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
Industrial Park Area 2010-2019 2011-2020
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
2010 2011
2011 2012
2012 2013
2013 2014
2014 2015
2015 2016
2016 2017
2017 2018
2018 2019
2019 2020
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
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and taxing powers of the City shall be and are hereby irrevocably pledged. If the balance in the
Debt Service Account is ever insufficient to pay all principal and interest then due on the Bonds
and any other bonds payable therefrom, the deficiency shall be promptly paid out of any other
funds of the City which are available for such purpose, and such other funds may be reimbursed
with or without interest from the Debt Service Account when a sufficient balance is available
therein.
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.
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22.Investment Limitations; Rebate. The City shall comply with requirements
necessary under the Code to establish and maintain the exclusion from gross income under
Section 103 of the Code of the interest on the Bonds, including without limitation (1)
requirements relating to temporary periods for investments, (2) limitations on amounts invested
at a yield greater than the yield on the Bonds, and (3) the rebate of excess investment earnings to
the United States. The City expects to satisfy the two year expenditure exemption for available
construction proceeds of the Bonds as provided in Section 1.148-7(e) of the Regulations.
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, 2008;
(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
2009 will not exceed $30,000,000;
(e)not more than $30,000,000 of obligations issued by the City during this
calendar year 2009 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.
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
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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.
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 Rule Making
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.
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(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 of the City, or any other officer of the City authorized to act in their place
(the "Officers") are hereby authorized and directed to execute on behalf of the City the
Undertaking in substantially the form presented to the City Council subject to such modifications
thereof or additions thereto as are (i) consistent with the requirements under the Rule, (ii)
required by the Purchaser of the Bonds, and (iii) acceptable to the Officers.
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:
and the following voted against the same:
Whereupon said resolution was declared duly passed and adopted.
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Council member _____________________ moved a second, and upon being put to a vote it was
unanimously adopted by all Council members present.
Adopted by the Hastings City Council on this _ day of _______, 2009, by the
following vote:
Ayes
Nays:
Absent:
CITY OF HASTINGS
Paul J. Hicks, Mayor
ATTEST:
Melanie Mesko Lee, City Clerk
I hereby certify that the above is a true and correct copy presented to and adopted by the
City of Hastings, County of Dakota, Minnesota, on the _____ day of ______, 2009, as disclosed
by the records of the City of Hastings on file and of record in the office.
Melanie Mesko Lee,
City Clerk/Assistant City Administrator
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 $1,785,000 General Obligation Improvement Bonds, Series 2009A of said City.
WITNESS my hand this ____ day of ____________, 2009.
_______________________________________
City Clerk
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EXTRACT OF MINUTES OF A MEETING OF THE
CITY COUNCIL OF THE CITY OF
HASTINGS, MINNESOTA
HELD: November 16, 2009
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
th
the City Hall in said City on Thursday, the 16 day of November, 2009, at 7:00 P.M., for the
purpose of awarding the sale of, $395,000 General Obligation Equipment Certificates of
Indebtedness, Series 2009B 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
$395,000 GENERAL OBLIGATION EQUIPMENT
CERTIFICATES OF INDEBTEDNESS, SERIES 2009B
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
$395,000 General Obligation Equipment Certificates of Indebtedness, Series 2009B 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 11:00 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
$395,000 General Obligation Equipment Certificates of Indebtedness, Series 2009B 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 2009B", shall
be dated December 1, 2009, 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
2011 $75,000
2012 75,000
2013 80,000
2014 80,000
2015 85,000
As may be requested by the Purchaser, one or more Term Bonds may be issued having
mandatory sinking fund redemption and final maturity amounts conforming to the foregoing
principal repayment schedule, and corresponding additions may be made to the provisions of the
applicable 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, 2010, 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
2011 %
2012
2013
2014
2015
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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 2009B
DATE OF
INTEREST RATE MATURITY DATE ORIGINAL ISSUE CUSIP
December 1, 2009
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, 2010, 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 $395,000, 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 November
16, 2009 (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 2009B 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 December 1, 2009. 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 2009B 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 $388,483. 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 $388,483; (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
2009 2010 $
2010 2011
2011 2012
2012 2013
2013 2014
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 (1) requirements relating to temporary periods for investments, (2) limitations on
amounts invested at a yield greater than the yield on the Certificates, and (3) the rebate of excess
investment earnings to the United States. The City expects to satisfy the 18 month expenditure
exemption for gross proceeds of the Certificates as provided in Section 1.148-7(d) of the
Regulations.
24.Continuing Disclosure. The City is the sole obligated person with respect
to the Certificates. The City hereby agrees, in accordance with the provisions of Rule 15c2-12
(the "Rule"), promulgated by the Securities and Exchange Commission (the "Commission")
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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 Certificates 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
Certificates 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 of the City, or any other officer of the City authorized to act in their place
(the "Officers") are hereby authorized and directed to execute on behalf of the City the
Undertaking in substantially the form presented to the City Council subject to such modifications
thereof or additions thereto as are (a) consistent with the requirements under the Rule, (b)
required by the Purchaser, and (c) 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;
(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
2009 will not exceed $30,000,000;
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(e)not more than $30,000,000 of obligations issued by the City during this
calendar year 2009 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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Council member _____________________ moved a second, and upon being put to a vote it was
unanimously adopted by all Council members present.
Adopted by the Hastings City Council on this _ day of _______, 2009, by the
following vote:
Ayes
Nays:
Absent:
CITY OF HASTINGS
Paul J. Hicks, Mayor
ATTEST:
Melanie Mesko Lee, City Clerk
I hereby certify that the above is a true and correct copy presented to and adopted by the
City of Hastings, County of Dakota, Minnesota, on the _____ day of ______, 2009, as disclosed
by the records of the City of Hastings on file and of record in the office.
Melanie Mesko Lee,
City Clerk/Assistant City Administrator
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, $395,000 General Obligation Equipment Certificates of
Indebtedness, Series 2009B of said City.
WITNESS my hand this ____ day of ____________, 2009.
_______________________________________
Clerk
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EXTRACT OF MINUTES OF A MEETING OF THE
CITY COUNCIL OF THE CITY OF
HASTINGS, MINNESOTA
HELD: November 16, 2009
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 16th day of November at 7:00 P.M., for the purpose of
awarding the sale of, $3,745,000 General Obligation Improvement Refunding Bonds, Series
2009C of the City.
The following members were present:
and the following were absent:
Councilmember __________________ introduced the following resolution and
moved its adoption:
RESOLUTION NO. _________
RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF
$3,745,000 GENERAL OBLIGATION
IMPROVEMENT REFUNDING BONDS, SERIES 2009C,
AND LEVYING A TAX FOR THE PAYMENT THEREOF
A.WHEREAS, the City of Hastings (the “City”) has heretofore issued (a) its
General Obligation Improvement Bonds, Series 2002C, dated December 1, 2002 (the “Series
2002C Bonds”); and (b) its General Obligation Improvement Bonds, Series 2003A, dated
September 1, 2003 (the “Series 2003A Bonds”); and
B.WHEREAS, $1,420,000 in principal amount of the Series 2002C Bonds which
mature in the years 2011 and thereafter are subject to redemption and prepayment at the option
of the City, at a price of par plus accrued interest, as provided in the resolution of the City
Council adopted November 4, 2002 authorizing the issuance of the Series 2002C Bonds (the
“Series 2002C Resolution”); and
C.WHEREAS, $2,715,000 in aggregate principal amount of the Series 2003A
Bonds which mature in the years 2011 and thereafter are subject to redemption and prepayment,
at a price of par plus accrued interest, as provided in the resolution of the City Council adopted
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July 21, 2003, authorizing the issuance of the Series 2003A Bonds (the “Series 2003A
Resolution”); and
D.WHEREAS, (i) the Series 2002C Bonds and the Series 2003A Bonds are
hereinafter referred to collectively as the “Prior Bonds” and (ii) the Series 2002C Resolution, the
Series 2003A Resolution are hereinafter referred to collectively as the “Prior Resolutions”; and
E.WHEREAS, the City Council deems it desirable and in the best interests of the
City to call for redemption and prepayment on February 1, 2010, all of (a) the Series 2002C
Bonds which mature on February 1, 2011 and thereafter and (b) the Series 2003A Bonds which
mature on February 1, 2011, and thereafter, in accordance with the Prior Resolutions in order to
reduce the debt service costs to the City; and
F.WHEREAS, the City Council has heretofore determined and declared that it is
necessary and expedient to issue $3,745,000 General Obligation Improvement Refunding Bonds,
Series 2009C (the “Bonds”) of the City, pursuant to Minnesota Statutes, Chapter 475, to provide
funds, together with other available funds of the City, to prepay the Prior Bonds on February 1,
2010 (the “Refunding”); and
G.WHEREAS, the City has retained Springsted Incorporated, in Saint Paul,
Minnesota (“Springsted”), as its independent financial advisor for the sale of the Bonds and is
therefore authorized to sell the Bonds by private negotiation in accordance with Minnesota
Statutes, Section 475.60, Subdivision 2(9); and
H.WHEREAS, offer to purchase the Bonds were solicited on behalf of the City by
Springsted Incorporated; and
I.WHEREAS, the following offers were received, opened and recorded at the
offices of Springsted Incorporated at 11:00 A.M., this same day:
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Hastings,
Minnesota, as follows:
1. Acceptance of Offer. The offer of _________________________ (the “Purchaser”),
to purchase $3,745,000 General Obligation Improvement Refunding Bonds, Series 2009C 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 therefore the sum of $_____________, plus
interest accrued to settlement, is hereby found, determined and declared to be the most favorable
offer received and is hereby accepted, and the Bonds are hereby awarded to the Purchaser. The
Finance Director is directed to retain the deposit of said Purchaser and to forthwith return to the
others making offers their good faith deposits.
2. Bond Terms.
(a)Title; Original Issue Date; Denominations; Maturities; Term Bond Option. The
Bonds shall be dated December 1, 2009, as the date of original issue and shall be issued
forthwith on or after such date in fully registered form. 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
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maturity (the “Authorized Denominations”). The Bonds shall mature on February 1 in the years
and amounts as follows:
Year Amount
2011 $905,000
2012 930,000
2013 940,000
2014 480,000
2015 490,000
As may be requested by the Purchaser, one or more term Bonds may be issued having mandatory
sinking fund redemption and final maturity amounts conforming to the foregoing principal
repayment schedule, and corresponding additions may be made to the provisions of the
applicable Bond(s).
(b)Book Entry Only System. The Depository Trust Company, a limited purpose
trust company organized under the laws of the State of New York or any of its successors or its
successors to its functions hereunder (the “Depository”) will act as securities depository for the
Bonds, and to this end:
(i)The Bonds shall be initially issued and, so long as they remain in book
entry form only (the “Book Entry Only Period”), shall at all times be in the form of a
separate single fully registered Bond for each maturity of the Bonds; and for purposes of
complying with this requirement under paragraphs 5 (with respect to no 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 the Bond Registrar (as hereinafter defined) 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
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by the Depository as the Register Holder of any Bonds (the “Holder”). For purposes of
securing the vote or consent of any Holder under this Resolution, the City may, however,
rely upon an omnibus proxy under which the Depository assigns its consenting or voting
rights to certain Participants to whose accounts the Bonds are credited on the record date
identified in a listing attached to the omnibus proxy.
(iv)The City and the Bond Registrar may treat as and deem the Depository to
be the absolute owner of the Bonds for the purpose of payment of the principal of and
premium, if any, and interest on the Bonds, for the purpose of giving notices of
redemption and other matters with respect to the Bonds, for the purpose of obtaining any
consent or other action to be taken by Holders for the purpose of registering transfers
with respect to such Bonds, and for all purpose whatsoever. The Bond Registrar, as
paying agent hereunder, shall pay all principal of and premium, if any, and interest on the
Bonds only to or upon the Holder of the Holders of the Bonds as shown on the 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.
(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 referenced and made a part of the resolution, and if and to the extent any
such provisions are inconsistent with the other provisions of this resolution, the provisions in the
Letter of Representations shall control.
3. Purpose; Refunding Finding. The Bonds shall provide funds to refund the Prior
Bonds (the “Refunding”). It is hereby found, determined and declared that the Refunding is
pursuant to Minnesota Statutes, Section 475.67 and shall result in a reduction of debt service cost
to the City.
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, 2010,
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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
2011 %
2012
2013
2014
2015
5. No Redemption. The Bonds will not be subject to payment in advance of their
respective maturity dates.
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 (with
respect to interest payment and record date) of this resolution.
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 REFUNDING BOND, SERIES 2009C
INTEREST MATURITY DATE OF
RATE DATE ORIGINAL ISSUE CUSIP
% DECEMBER 1, 2009
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
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, 2010, 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 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 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
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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.
No Redemption. The Bonds will not be subject to payment in advance of their stated
maturity dates.
Issuance; Purpose; General Obligation. This Bond is one of an issue in the total principal
amount of $3,745,000, all of like date of original issue and tenor, except as to number, maturity,
interest rate and denomination, issued pursuant to and in full conformity with the Constitution
and laws of the State of Minnesota, and a resolution adopted by the City Council on November
16, 2009 (the “Resolution”), for the purpose of providing money, together with certain available
funds of the Issuer, to redeem on February 1, 2010, (i) the outstanding General Obligation
Improvement Bonds, Series 2002C, dated December 1, 2002; and (ii) the outstanding General
Obligation Improvement Bonds, Series 2003A, dated September 1, 2003. This Bond is payable
out of the General Obligation Improvement Refunding Bonds, Series 2009C Fund of the Issuer.
This Bond constitutes a general obligation of the Issuer, and to provide moneys for the prompt
and full payment of its principal, premium, if any, and interest when the same become due, the
full faith and credit and taxing powers of the Issuer have been and are hereby irrevocably
pledged.
Denominations; Exchange; Resolution. The Bonds are issuable solely in fully registered
form in Authorized Denominations (as defined in the Resolution) and are exchangeable for fully
registered Bonds of other Authorized Denominations in equal aggregate principal amounts at the
principal office of the Bond Registrar, but only in the manner and subject to the limitations
provided in the Resolution. Reference is hereby made to the Resolution for a description of the
rights and duties of the Bond Registrar. Copies of the Resolution are on file in the principal
office of the Bond Registrar.
Transfer. This Bond is transferable by the Holder in person or by the Holder’s 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 herein 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.
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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 and laws of the State of Minnesota to be done, to happen and to be
performed, precedent to and in the issuance of this Bond, have been done, have happened and
have been performed, in regular and due form, time and manner as required by law; and that this
Bond, together with all other debts of the Issuer outstanding on the date of original issue hereof
and the date of its issuance and delivery to the original purchaser, does not exceed any
constitutional or statutory limitation of indebtedness.
IN WITNESS WHEREOF, the City of Hastings, Dakota and Washington Counties,
Minnesota, by its Clerk has caused this Bond to be executed on its behalf by the facsimile
signatures of its Mayor and its Finance Director, the corporate seal of the Issuer having been
intentionally omitted as permitted by law.
Date of Registration: Registrable by: Wells Fargo Bank, National
Association
________________________
Payable at: Wells Fargo Bank, National
Association
BOND REGISTRAR’S
CERTIFICATE OF
AUTHENTICATION
This Bond is one of the Bonds
CITY OF HASTINGS,
described in the Resolution
DAKOTA AND WASHINGTON COUNTIES,
mentioned within.
MINNESOTA
Wells Fargo Bank, National
Association
Minneapolis, Minnesota
_________________________________
Bond Registrar
Mayor
By ________________________
Authorized Signature
_________________________________
Clerk
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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 Transfers to Minors Act
(State)
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: ________________________________________
________________________________________
________________________________________
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8. Execution; Temporary Bonds. The Bonds shall be printed (or, at the request of the
Purchaser, typewritten) and 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 facsimile; and provided further that both of such signatures may be printed (or,
at the request of the Purchaser, photocopied) facsimiles and the corporate seal may be omitted on
the Bonds as permitted by law. In the event of disability or resignation or other absence of either
such officer, the Bonds may be signed by the manual or facsimile signature of that officer who
may act on behalf of such absent or disabled officer. In case either such officer whose signature
or facsimile of whose signature shall appear on the Bonds shall cease to be such officer before
the delivery of the Bonds, such signature or facsimile shall nevertheless be valid and sufficient
for all purposes, the same as if he or she had remained in office until delivery. The City may
elect to deliver, in lieu of printed definitive bonds, one or more typewritten temporary bonds in
substantially the form set forth above, with such changes as may be necessary to reflect more
than one maturity in a single temporary bond. Such temporary bonds may be executed with
photocopied facsimile signatures of the Mayor and Clerk. Such temporary bonds shall, upon the
printing of the definitive bonds and the execution thereof, be exchanged therefor and 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
December 1, 2009. 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 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
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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 canceled by the Bond Registrar and thereafter disposed of as directed by the City.
All Bonds delivered in exchange for or upon transfer of Bonds shall be valid general
obligations of the City evidencing the same debt, and entitled to the same benefits under this
resolution, as the Bonds surrendered for such exchange or transfer.
Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or
be accompanied by a written instrument of transfer, in form satisfactory to the Bond Registrar,
duly executed by the Holder thereof or the Holder’s 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 Finance Director 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 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.
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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. Funds, Accounts and Subaccounts. There is hereby created a special fund to be
designated the “General Obligation Improvement Refunding Bonds, Series 2009C 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 the Bonds have been fully
paid. There shall be maintained in the Fund two (2) separate accounts, to be designated the
“Payment Account” and “Debt Service Account”, respectively, to which shall be credited and
debited all income and disbursements as hereinafter set forth.
(i)Payment Account. The proceeds of the Bonds less accrued interest, shall
be deposited in the Payment Account. On or prior to February 1, 2010, the Finance
Director shall transfer proceeds of the Bonds from the Payment Account to the paying
agent for the Refunded Bonds, in an amount sufficient, together with other funds on
deposit in the debt service fund for the Refunded Bonds, to pay the principal and interest
due on the Refunded Bonds due on February 1, 2010, including the principal of the
Refunded Bonds called for redemption on that date. The remainder of the monies in the
Payment Account shall be used to pay the costs of issuance of the Bonds. Any monies
remaining in the Payment Account after payment of all costs of issuance and payment of
the Refunded Bonds shall be transferred, on a pro rata basis, to the subaccounts of the
Debt Service Account.
(ii)Debt Service Account. There are hereby irrevocably appropriated and
pledged to, and there shall be credited to, the Debt Service Account: (i) all uncollected
special assessments heretofore pledged to the payment of the Prior Bonds; (ii) the
accrued interest received upon delivery of the Bonds; (iii) all collections of ad valorem
taxes herein or hereafter levied for the payment of the Bonds and interest thereon; (iv)
any funds remaining in the Payment Account after all costs of issuing the Bonds have
been paid; (v) any balance remaining on February 2, 2010 in the Debt Service Funds
created for the Prior Bonds; (vi) all investment earnings on funds held in the Debt Service
Account; and (vii) 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 Prior Bonds and any other general obligation bonds of the City
hereafter issued by the City and made payable from said subaccount as provided by law.
16. Investments. No portion of the proceeds of the Bonds shall be used directly or
indirectly to acquire higher yielding investments or to replace funds which were used directly or
indirectly to acquire higher yielding investments, except (1) for a reasonable temporary period
until such proceeds are needed for the purpose for which the Bonds were issued and (2) in
addition to the above in an amount not greater than the lesser of five percent (5%) of the
proceeds of the Bonds or $100,000. To this effect, any proceeds of the Bonds and any sums
from time to time held in the Payment Account, or Debt Service Account (or any other City
account which will be used to pay principal or interest to become due on the bonds payable
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therefrom) in excess of amounts which under then applicable federal arbitrage regulations may
be invested without regard to yield shall not be invested at a yield in excess of the applicable
yield restrictions imposed by said arbitrage regulations on such investments after taking into
account any applicable “temporary periods” or “minor portion” made available under the federal
arbitrage regulations. Money in the Fund shall not be invested in obligations or deposits issued
by, guaranteed by or insured by the United States or any agency or instrumentality thereof if and
to the extent that such investment would cause the Bonds to be “federally guaranteed” within the
meaning of Section 149(b) of the Internal Revenue Code of 1986, as amended (the “Code”).
17. Special Assessments. Pursuant to the Prior Resolutions, the City has heretofore
pledged special assessments to the payment of the Prior Bonds. All of the uncollected special
assessments are now pledged to the payment of principal and interest on the Bonds.
18. Tax Levy; Coverage Test; Cancellation of Certain Tax Levies. 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
Levy Collection Amount
2009 2010
2010 2011
2011 2012
2012 2013
2013 2014
The tax levies are such that if collected in full they, together with estimated collections of
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.
Upon payment of the Series 2002C Bonds, the taxes levied in the Series 2002C Prior
Resolution, in the years 2010 and thereafter shall be canceled and upon payment of the Series
2003A Bonds, the taxes levied in the Series 2003A Prior Resolution, in the years 2010 and
thereafter shall be canceled.
19. 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 with
or without interest from the Debt Service Account when a sufficient balance is available therein.
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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, without
regard 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. 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 Rule Making 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 of the City, or any other officer of the City authorized to act in
their place (the “Officers”) are hereby authorized and directed to execute on behalf of the City
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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.
22. Notices of Call for Redemption. The Clerk is hereby authorized and directed to give
mailed notice of redemption prior to the Redemption Date to the paying agents for the Prior
Bonds. The Notices of Redemption shall be in substantially the forms attached hereto as
Exhibits A and B.
23. Prior Bonds Security. Until retirement of the Prior Bonds, all provisions theretofore
made for the security thereof shall be observed by the City and all of its officers and agents.
24. Certificate of Registration; Tax Levy and Cancellation. The Clerk is hereby directed
to file a certified copy of this resolution with the Counties Auditor of Dakota and Washington
Counties, Minnesota, together with such other information as the Counties Auditor shall require
and to obtain the Counties Auditors’ certificates that the Bonds have been entered in the
Counties Auditors’ Bond Registers, that the tax levies for the Prior Bonds have been cancelled
and that the tax levy required by law for the Bonds has been made.
25. Records and Certificates. The officers of the City are hereby authorized and directed
to prepare and furnish to the Purchaser, and to the attorneys approving the legality of the
issuance of the Bonds, certified copies of 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.
26. Negative Covenant as to Use of Proceeds and Projects. The City hereby covenants
not to use the proceeds of the Bonds or to use the improvements financed by the Prior Bonds, or
to cause or permit them to be used, or to enter into any deferred payment arrangements for the
cost of the improvements financed by the Prior Bonds, 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.
27. Tax-Exempt Status of the Bonds; Rebate. The City shall comply with requirements
necessary under the Code to establish and maintain the exclusion from gross income under
Section 103 of the Code of the interest on the Bonds, including without limitation (1)
requirements relating to temporary periods for investments, (2) limitations on amounts invested
at a yield greater than the yield on the Bonds, and (3) the rebate of excess investment earnings to
the United States.
28. 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, 2008;
(b)the Bonds are not "private activity bonds" as defined in Section 141 of the Code;
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(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 2009 will
not exceed $30,000,000;
(e)not more than $30,000,000 of obligations issued by the City during this calendar
year 2009 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.
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.
29. 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.
30. 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 following members were present:
and the following were absent:
Member ____________ introduced the following resolution and moved its adoption.
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:
and the following voted against the same:
Whereupon the resolution was declared duly passed and adopted.
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Council member _____________________ moved a second, and upon being put to a vote it was
unanimously adopted by all Council members present.
Adopted by the Hastings City Council on this _ day of _______, 2009, by the
following vote:
Ayes
Nays:
Absent:
CITY OF HASTINGS
Paul J. Hicks, Mayor
ATTEST:
Melanie Mesko Lee, City Clerk
I hereby certify that the above is a true and correct copy presented to and adopted by the
City of Hastings, County of Dakota, Minnesota, on the _____ day of ______, 2009, as disclosed
by the records of the City of Hastings on file and of record in the office.
Melanie Mesko Lee,
City Clerk/Assistant City Administrator
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, duly called and held on
the date therein indicated, insofar as such minutes relate to authorizing the issuance of, and
awarding the sale of $3,745,000 General Obligation Improvement Refunding Bonds, Series
2009C.
WITNESS my hand on this ___ day of _____________, 2009.
________________________________
Clerk
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EXHIBIT A
NOTICE OF CALL FOR REDEMPTION
GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 2002C
CITY OF HASTINGS, DAKOTA AND WASHINGTON COUNTIES, MINNESOTA
NOTICE IS HEREBY GIVEN that by order of the City Council of the City of Hastings, Dakota
and Washington Counties, Minnesota, there have been called for redemption and prepayment on
February 1, 2010
those outstanding bonds of the City designated as General Obligation Improvement Bonds,
Series 2002C, dated December 1, 2002, having stated maturity dates in the years 2011 through
2013 and totaling $1,420,000 in principal amount. The bonds are being called at a price of par
plus accrued interest to February 1, 2010, on which date all interest on said bonds will cease to
accrue. Holders of the bonds hereby called for redemption are requested to present their bonds
for payment, at U.S. Bank National Association in Saint Paul, Minnesota on or before February
1, 2010.
Dated: November 16, 2009 BY ORDER OF THE CITY COUNCIL
/s/ Charlene Stark
Finance Director
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EXHIBIT B
NOTICE OF CALL FOR REDEMPTION
GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 2003A
CITY OF HASTINGS, DAKOTA AND WASHINGTON COUNTIES, MINNESOTA
NOTICE IS HEREBY GIVEN that by order of the City Council of the City of Hastings, Dakota
and Washington Counties, Minnesota, there have been called for redemption and prepayment on
February 1, 2010
those outstanding bonds of the City designated as General Obligation Improvement Bonds,
Series 2003A, dated September 1, 2003, having stated maturity dates in the years 2011 through
2015 and totaling $2,715,000 in principal amount. The bonds are being called at a price of par
plus accrued interest to February 1, 2010, on which date all interest on said bonds will cease to
accrue. Holders of the bonds hereby called for redemption are requested to present their bonds
for payment, at U.S. Bank National Association, Saint Paul, Minnesota on or before February 1,
2010.
Dated: November 16, 2009 BY ORDER OF THE CITY COUNCIL
/s/ Charlene Stark
Finance Director
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