03-539��r'
council File # 0 .. 5
Resolution #
�reen Sheet # 30003�4
Presented By
Re£erred To
RESOLUTION
CITY OF SAINT PAUL, MINNESOTA
Committee: Date
36
RESOLUTION RELATING TO RESIDENTIAL GROUP HOME FACILITIES
OWNED AND OPERATED BY LUTHERAN SOCIAL SERVICE OF MINNESOTA, A
MINNESOTA NONPROFIT CORPORATION, AND THE ISSUANCE OF REVENUE BONDS TO
FINANCE THE COSTS THEREOF UNDER MINNESOTA STATUTES, SECTIONS
469152-469.165, AS AMENDED, PURSUANT TO A JOINT POWERS AGREEMENT; GRANTING
APPROVAL THERETO; ESTABLISHING COMPLIANCE WITH CERTAIN REIMBURSEMENT
REGULATIONS UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED;
GRANTING APPROVAL FOR ENTERING INTO A JOINT POWERS AGREEMENT; AND
TAKING CERTAIN OTHER ACTIONS WITH RESPECT THERETO
BE IT RESOLVED by the City Council of the City of St. Paul, Minnesota (the "City"), as follows:
2
Section 1. Recitals
3 1.01. The City is a home rule city duly organized and existing under its Charter and the Constitution and
4 laws of the State of Mintiesota.
5 1.02. Pursuant to Minnesota Statutes, Sections 469.152 - 469.165, as amended, (the "Act"), the City is
6 authorized to cany out the public purposes described in the Act by providing far the issuance of revenue bonds
7 to provide funds to finance revenue producing enterprises located within the City.
8 1.03. Lutheran Social Service of Minnesota, a Minnesota nonprofit corporation (the "Company") has
9 proposed that the City, pursuant to the Act, autharize the City of Grand Rapids, Minnesota (the "City of Grand
10 Rapids") to issue revenue notes of the City of Grand Rapids in the approximate aggregate principal amount not
11 to exceed $1,415,400, in one or more series at one time or from time to time (the "Notes"), the proceeds ofwhich
12 will be loaned by the City of Grand Rapids to the Company to be applied by the Company to: (I) refinance the
13 costs to the Company of seven (7) residential group home facilities (collectively, the "Project") located in the City
14 and in the cities of Bloomington and La Prairie (collectively with the City, the 'Participant Cities"), including the
15 group home facilities located at 1524 Stillwater Avenue in the City; (ii) finance the costs of the rehabilitation of
16 the residential group home facilities comprising the Project; and (iii) finance the costs of issuing the Notes.
17 1.05. Under Section 147( fl ofthe Internal Revenue Code of 1986, as amended (the "Code"), prior to the
18 issuance of the Notes, a public heazing, duly noticed, must be held by the City Council. Under Section 462C.04,
19 subdivision 2, of the Act, the City must conduct a public hearing, duly noticed, with respect to the portion of the
20 Project located in the City. A public heazing was held on June 4, 2003, after publication of notice on May 17,
21 2003, in the St. Paul Pioneer Press, a newspaper circulafing generally in the City, with respect to: (I) the required
22 public hearing under Section 147(� of the Code; (ii) the approval ofthe execution and delivery of a Joint Powers
23 Agreement with the City of Grand Rapids and the Participant Cities; and (iii) the approval of the issuance of the
24 Notes.
�ef bx3��. �7 � I �' �3 -53q
25 S i i nin Findin s. Based on representations made by the Company to the City to date,
26 the City Council of the City hereby makes the following prelimixiary findings, determinations, and declazations:
27 (a} The Notes will refinance the outstanding indebtedness incuned with respect to the residential
28 group home facilities foz the developmentally disabled comprising the Project.
29 (b) The proceeds of the Notes will be loaned to the Company by the City of Grand Rapids and the
30 proceeds of the loan will be applied to refinance the Project, finance the rehabilitation of the Project, refizud an
31 outstanding obligation of the City of Brainerd, Minnesota issued to finance residential group home facilities of
32 the Company (the "Brainerd Note") and finance the issuance costs of the Notes. The City of Crrand Rapids will
33 enter into a Loan Agreement with the Company requiring loan repayments from the Company in amounts
34 sufficient to repay the loan when due and requiring the Company to pay all costs of maintaining and insuring the
35 Project, including taxes thereon.
36 OO ) In authorizing the issuance of the Notes and the financing and refmancing of the portion of the
37 Project located in the City and related costs, the City's purpose is and the effect thereof will be to promote the
38 public welfare of the City and its residents by retaining and improving group home facilities and otherwise
39 furthering the pwposes and policies of the Act.
40 (d) The Notes will be limited obligations ofthe City of Grand Rapids payable solely from the revenues
41 pledged to the payment thereof, and will not be a general or moral obligation of the City or be secured by the
42 taxing power or any property or assets of the City.
43 Section 3. Approval. The Ciry Council hereby gives approval to the issuance of the Notes pursuant
44 to a Joint Powers Agreement with the City of Grand Rapids and the Participant Cities in the approximaze
45 aggregate principal amount not to eaceed $2,000,000 to finance all or a portion ofthe costs of the Project and the
46 refund the Brainerd Note, subject to final approval by the City Council of the City of Grand Rapids, following
47 the preparation of bond documents and a determination by the City of Crrand Rapids that the financing of the
48 Project, the refunding ofthe BrainerdNote and the issuance ofthe Notes are in the best interests of the Participant
49 Cities and the City of Grand Rapids.
50 Section 4. Joint Powers Aereement. The City Council hereby approves a Joint Powers Agreement
51 between the Participant Cities and the City of Grand Rapids (the "Joint Powers AgreemenY') substantially in the
52 form of the Joint Po�vers Agreement now on file with the City. The City Council hereby authorizes the execution
53 and delivery of the Joint Powers Agreement by the Mayor and City Clerk of the City (or by other members of the
54 City Council or other officers of the CiTy who are authorized to execute and delivery the Joint Powers Agreement
55 on behalf of the City) consistent with the provisions of this resolution.
56 Section 5. Reimbursement of Costs under the Code
57 5.1. The United States Department of the Treasury has promulgated fmal regulations, designated as
58 Treasury Regulations, Section 1.150-2 (the "Regulations"), governing the use of the proceeds of t�-exempt
59 bonds, all or a portion of which are to be used to project expenditures paid prior to the date of issuance of such
60 bonds. The Regulations require that the City adopt a statement of official intent to reimburse an original
61 expenditure not later than sixty days after payment of the original expenditure. The Regulations also generally
62 require that the bonds be issued and the reunbursement allocation made from the proceeds of the bonds occur
63 within eighteen months after the later of: (I) the date the expenditure is paid; or (ii) the date the project is placed
64 in service or abandoned, but in no event more than three (3) years after the date the expenditure is paid. The
65 Regulations generally permit reimbursement of capital expendihzres and costs of issuance of the bonds.
66 5.2. To the extent any portion of the proceeds ofthe Notes will be applied to expenditures with respect
67 to the Project, the City reasonably expects to reimburse the Company for the expenditures made for costs of the
(�(� 03 -539
b8 Project frb�l th� � o�¢�e� �tl�e Notes after the date of payment of all or a portion of such expenditures. All
69 reimbursed expenditures shall be capital expenditures, a cost of issuance of the Notes, or other expenditures
70 eligible for reimbursement under Section 1150-2(d)(3) of the Regulations and also qualifying expenditures under
71 the Act.
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74
75
76
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::
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Based on representations by the Company, other than (I) expenditures to be paid or reimbursed from sources
other than the Notes, (ii) expenditures permitted to be reunbursed under prior regulations pursuant to the
transitional provision contained in Section 1150-2(j)(2)(i)(B) ofthe Regularions, (iii) expenditures constituting
prelimivary expenditures within the meaning of Section 1.15Q-2( fl(2) of the Regulations, or (iv) expenditures in
a"de minimus" amount (as defined in Section 1.150-2( fl(1) of the Regulations), no expenditures with respect to
the Project have been made by the Company more than sia�ty (60) days before the date of adoption of this
resolution.
53. Based on representations by the Company, as ofthe date hereof, there are no funds ofthe Company
reserved, allocated on a long term-basis or otherwise set aside (or reasonabiy expected to be reserved, allocated
on a long-term basis or otherwise set aside) to provide permanent financing for the expenditures related to the
Project to be financed from proceeds of the Notes, other than pursuant to the issuance of the Notes. This
resolution, therefore, is determined to be consistent with the budgetary and financial circumstances of the
Company as they exist or aze reasonably foreseeable on the date hereof.
Section 6. Costs. The Company will pay and upon demand, reimburse the City for payment of, any
and all costs incurred by the City in connection with the Project, and the issuance of the Notes, whether or not
the Bonds are issued.
Section 7. Effective Date. This Resolution shall be in full force and effect from and after its passage.
Adopted by the City Council of the City of St. Paul, Minnesota, on this 4th day of June, 2003.
Requested by DepartmenC of:
Plarinin & EconomiC De e3 me
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Approved by Financial Services
Adoption Certified
By: �
Approved by May r
BY:
Secretary
����
By:
Form Approved by City torney
By: �
o d by May�f���SUbmission
Adopted by CounCil: Date � uM �_ y �.OD.�
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PED ��/o�c�couxcu,: nATE T� GREEN SHEET No.:3000324 p.�3 g
5 30 0 3
CONTACT PERSON & YHONE: � p�ITTAIJppTg INiTTAL/DA1,E
Sheri Pemberton-Hoiby 6-6615 � I nEp.�t�r Dm. s crrY courrcn,
MUST SE ON COUNCII, AGENDA By (DATE� p"SSIGN ? C�' ATT��NE'Y ��
June 4 2003 ��� ��'�`d— � �� s�viaccxG _
' FOR 4 MAYOR (OR ASST.) �_ CIVII. SERVICE COMIviLSSION
ROUTING
ORDER
TOTAL # OF SIGNAT[7RE PAGES I(CLIP ALL LOCATIONS FOR SIGNATURE)
ACTION REQUESTED: Hold a public hearing on June 4, 2003 zegazding a proposal that the C3ty approve the
issuance of revenue notes by the City of Graud Rapids, MN, in order to finance the acquisition and improvement of
group home facilities owned by Lutheran Social Services, one of which is located in Saint Paul at 1524 Stillwater
,� Avenue.
- RECOMIv�NDATtONS: Approve (A) or Rejea ((L) PERSONAI, SERVICE CONTRACTS U1UST pNSR'ER THE FOLLOWING
� QUESTIONS:
, PLANNING CObIIvIISSION I. Has this person/&rm ever worked uader a co�actfor tlils deparhnent?
CIB COMIvIlTIEE Yes No
, CIVII, SERVICE COMbIISSION 2. Has tlils person/&rm eva been a city employeeY
' Yes No
3. Does this persoNfum possess a a1a11 no[ nomially possessed by any cunent city employee?
' Yes No
,. Eaplain aIl yes answers on separate sheet and atfach to green sheet
�, INiTIATING PROBLEM, ISSUE, OPPORT[JNIY'Y (Who, What, When, Where, Why):
Lutheran Social Services (LSS) is seeking to obtain tax exempt financing in the form of revenue notes issued by the
City of Grrand Rapids, MN. The financing is needed to pay off an eazlier note issued by the City of Brainerd and to
refinance the construction and improvements of facilities in three Minnesota cities incinding Saint Paul. In order
k� for the financing to occur, each of the city councils, must approve it and enter into a joint powers agreement. .
ADVANT�IGES IF 9PPROVED: . .
��_" � The public hearing is required by Minnesota Statutes before the City Council can approve the issuance of the
`'`� revanue notes. � -•-
,, ;
. DLSADVANTAGESIFAPPROVED: � , ��
'.', None - The City of Saint Paul has no financial or fiduciary obiigafion. The City of Saint Paui is not even
' menfioned in the note. The.notes "will not be a general or moral obligation of the City [Saint Paul] or be secured
. by the taxing power or any property ar assets of the City."
• - DISADVANTAGES TF NOT APPROVED: .
.. LSS wili nof be able to acquire the tax exempt finaucing it seeks.
" TOTAL AMOi7NT OF TRANSACTION: NA COST/REVENUE BUDGETED: NA
" FUNDING SOURCE: NA ACTIVI'PY NUMBER: NA . . .
da; ..
. FINANCIAL INFORMATION: NA
� G.6SbaredNID�S�o��3o516Luthmm5ocial5ervices8ondwpd
03_S3q
JOINT POWERS AGREEMENT
This Joint Powers Agreement ("Agreement"), dated as of June _, 2003, is made and
entered into by and between the City of Crrand Rapids, Minnesota (the "Cit}�' or the "Issuer"),
the City of Bloomington, Minnesota (`Bloomington"), the City of Brainerd, Minnesota
(`Brainerd"), the City of La Prairie, Minnesota ("La Prairie"), and the City of St. Paul,
Minnesota ("St. Pau1" and, together with the Issuer, Brainerd, Bloomington, and La Prairie,
referred to collectively as the "Joint Powers Participants").
RECITALS
WHEREAS, Minnesota Statutes, Section 471.59 (the "Joint Powers AcY'), provides that
two or more governmental units, by agreement entered into through action of their governing
bodies, may joinUy or cooperatively exercise any power common to the contracting parties, and
may provide for the exercise of such power by one of the participating governmental units on
behalf of the other participating units; and
WHEREAS, the Joint Powers Participants are "governmental units" within the meaning
of the Joint Powers Act; and
WHEREAS, each of the Joint Powers Participants is authorized by Minnesota Statutes,
Sections 469.152-469.165, as amended (the "Development Act"), to issue revenue bonds to
finance, in whole or in part, the costs of the acquisition, construction, reconstruction,
improvement, betterment, or extension of a revenue pxoducing enterprise, whether or not
operated for profit (including a revenue producing enterprise engaged in providing health care
services), and is also authorized to issue revenue bonds to refund, in whole or in part, bonds
previously issued pursuant to the Development Act; and
WIlEREAS, on February 15, 2000, Brainerd issued its Revenue Note (Lutheran Social
Service of Minnesota Project), Series 2000C, in the original aggregate principal amount of
$614,000 (the "Prior Note"), pursuant to the Development Act and a resolution adopted by the
CiTy Council of Bxainerd; and
WHEREAS, at the request of Lutheran Social Service of Minnesota, a Minnesota
nonprofit corporation (the `Borrower") it has been proposed that the City issue one or more
series of revenue obligations to refund the Prior Note pursuant to Section 469.155 of the
Development Act; and
WHEREAS, at the request of the Bonower, it has been proposed that the City issue one
or more series of revenue obligations on behalf of itself, Bioomington, La Prairie and St. Paul to
finance or refinance the acquisition and the costs of the rehabilitation of seven (7) residential
group home faciliries (coliectavely, the "Project") located in the cities of Bloomina on, La Prairie
and St. Paul, pursuant to Section 469.155 of the Development Act; and
i
6'3 -539
WHEREAS, the revenue obligations shall not constitute a general or moral obligation of,
or pledge of the full faith and credit or t�ing powers of, the Issuer, Bloomington, Brainerd,
La Prairie or St. Paul, the State of Minnesota, or any other agency or political subdivision
thereof, but shall be payable solely from the revenues pledged and assigned thereto pursuant to
the Loan Agreement (as hereinafter defined) and the Assignxnent (as hereinafter defined); and
WHEREAS, the governing bodies of each of the Joint Powers Participants have
authorized the execution and delivery of this Agreement;
NOW, THEREFORE, the Joint Powers Participants hereby agree as follows:
1. The City shall, contingent upon its execution of the Loan Agreement hereinafter
described, on behalf of itself and the City of Brainerd, issue its Revenue Note (Lutheran Social
Service of Minnesota Project), Series 2003A (the "Series 2003A Note"), in the original
aggregate principal amount of $541,718 to refund the Prior Note pursuant to Section 469.155 of
the Development Act
2. The City sha11, contingent upon its execution of the Loan Agreement hereinafter
described, issue, on behalf of itself and the cities of Bloomington, La Prairie and St. Paul issue
its Revenue Note (Lutheran Social Service of Minnesota Project), Series 2003B (the "Series
2003B Note" and together with the Series 2003A Note, the "Notes") in the original aggregate
principal amount of $1,415,400 under the Development Act, in a principal amount not to exceed
$816,500 for the four (4) residential group home facilities located in Bloomington, a principal
amount not to exceed $229,000 for the one (1) residential group home facility located in La
Prairie, a principal amount not to exceed $164,900 for the one (1) residential group home
facilities located in St. Paul; provided, however, that the principal amount of the Series 2003B
Note sha11 in no event exceed $1,212,000, all pursuant to the Joint Powers Act, the Development
Act, and the terms of a Loan Agreement, to be dated on or after June 4, 2003 (the "Loan
AgreemenY'), to be entered into between the Issuer and the Borrower, pursuant to which the
proceeds of the Notes will be loaned by the Issuer to the Borrower. The rights of the Issuer
under the Loan Agreement, including the right to receive loan repayments from the Borrower in
accordance with the terms of the Loan Agreement, but excepting certain rights of the Issuer
respecting indemnification and reimbursement of its expenses, have been assigned to Wells
Fargo Brokerage Services, LLC (the "Lender") pursuant to the terms of an Assignment of Loan
Agreement, dated on or after June 4, 20Q3 (the "AssignmenY'), between the Issuer, the Bonower
and the Lender.
3. The Cities of Grand Rapids, Bloomington, La Prairie and St. Paul have each
conducted a public hearing with respect to the Project.
4. Each of the 3oint Powers Participants has adopted a resolution granting approval
of this agreement. Through the execution of this agreement, each Joint Powers Participant
grants final approval to the terms herein.
5. Except to the extent specifically provided herein, the Joint Powers Participants
shall not incur any obligations or liabilities to each other as a result of the issuance of the Notes.
The Notes shall be special, limited obligations of the Issuer payable solely from proceeds,
revenues, and other amounts under the Loan Agreement pledged thereto under the Assignment.
�
OZ-53q
The Notes and the interest thereon sha11 neither constitute nor give rise to a pecuniary liability,
general or moral obligation, or a pledge of the full faith and credit or ta�cing powers of the Joint
Powers Participants, the State of Minnesota, or any political subdivision of the above, within the
meaning of any constitutional or statutory provisions.
6. All costs incurred by the Joint Powers Participants in the authorization, execution,
delivery, and performance of this Agreement shall be paid by the Borrower, as provided in the
Loan Agreement.
7. Any surplus money remaining after the purpose of this Agreement has been
completed sha11 belong to the Joint Powers Participants, pro rata.
8. This Agreement may not be terminated by any party so long as the Notes are
outstanding.
9. This Agreement may be amended by the Joint Powers Participants at any tune.
No amendment may impair the rights of the Borrower, the Purchaser, or any subsequent holder
of. the Notes, unless it has consented to such amendment in the manner provided for in an
amendment of the Loan Agreement.
10. This Agreement may be executed in several counterparts, each of which shall be
regarded as an original and a11 of which shall constitute but one and the same Agreement.
(The remainder of this page is intentionally left blank.)
Oz -s39
IN WIT'NESS WFiEREOF, duly authorized officers of the Joint Powers Participants have
executed this Agreement as of June _, 2003.
CITY OF GRAND RAPIDS, MINiVESOTA
B
Its: Mayor
By:
Its: City Administrator
S�1
O � r 5 �°�
Execution page to the Joint Powers Ao eement, dated as of June 1, 2003.
CITY OF BLOOMINGTON, MINNESOTA
By:
Its: Mayor
By:
Its: City Manager
S�2
03 -5�9
Execution page to the Joint Powers Agreement, dated as of June 1, 2003.
CITY OF BRAINERD, NIINNESOTA
By:
Its: Mayar
By:
Its: City Administrator
S33
03 -5�'t
Execution page to the Joint Powers Ag�eement, dated as of June 1, 2003.
CITY OF LA PRAIRIE, NIINNESOTA
By:
Its: Mayor
By:
Its: City Clerk-Treasurer
S�4
b3 - S3°�
Execution page to the Joint Powers Agreement, dated as of June 4, 2003.
CITY OF ST. PAUL, NIINNESOTA
By:
Its: Mayor
By:
Its: City Clerk
NR185-097 (7U)
230572v.1
S55
[client nameJ
[date]
Page 1 of 2
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,__ �.., .W.a.....�., & �....�e_ M . .�..
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CHAR�TERED
May 7, 2003
470 Pillsbury Center
200 South Sixffi Street
Minneapolis MN 55402
(612) 337-9300 telephone
(612) 337-9310 fax
htto: //w w w, kennedv-eraven, com
Patty Lilledahl
patty.liiledahl@ci. stpaul.mn.us
Housing and Redevelopment Authority
of the City of Saint Paul, Minnesota
City Hail Annex
25 West Fourth Street
Saint Paul, Minnesota 55102
Re: City of Grand Rapids, Minnesota
Revenue Note
(Lutheran Sociai Service of Minnesota Project)
Series 2003
63 - 539
JOHN UTLEY
Attnmey az Law
Dicect Dial (612) 337A270
Email: jutley@kennedy-graven.com
VIA EMAIL
Lutheran Social Services of Minnesota ("LSS"), is the lazgest provider of residential services for the
developmentally disabled and elderly in the State of Minnesota. LSS operates facilities and provides
services in 86 of Minnesota's 87 counties.
In order to enhance services in its locations throughout the State of Minnesota, LSS plans to obtain tas-
exempt financing in the form of revenue notes issued by the City of Grand Rapids, Minnesota as follows:
(i) Revenue Note (Lutheran Social Service of Minnesota Project), Series 2003A in the
original aggregate principal amount not to exceed $545,000 to redeem and prepay the outstanding
principal amount of the Revenue Note (Lutheran Social Service of Minnesota Project),
Series 2000C issued by the City of Brainerd, Minnesota in the original aggregate principal
amounY of $614,000 (the "Prior Note"); and
(ii) Revenue Note (Lutheran Social Service of Minnesota Project), Series 2003B in the
original aggegate principal amount of $1,415,40Q to refmance the costs of the acquisition and
construction of improvements to existing buildings (the "ProjecP'), used as group-home facilities
of the Borrower in the Cities of Bloomington, La Prairie and St. Paul, Minnesota (the
"Municipalities").
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PUBLIC NOTICE
NOTICE OF PUBLIC HEARING ON THE ISSUANCE OF
REVENUE BONDS UNDER D'LIlVNESOTA STATUTES,
SECTIONS 469.152 TI�ROUGH 4691651, AS AMENDED, ON
BEHALF OF LUTHERAN SOCIAL SERVICE OF
MINNESOTA
CITY OF ST. PAUL, MINNESOTA
NOTICE IS HEREBY GIVEN that the City Council of the City of St. Paul, Mimiesota (the
"Cit}�'), will meet on Wednesday, June 4, 2003 at 530 p.m, at the City Hall, 15 Kellogg
Boulevard W., in St. Paul, Minnesota for the purpose of conducring a public hearing on a proposal
that the City approve and authorize the issuance by the City of Grand Rapids, Minnesota of its
revenue notes (the "Notes"), in one or more series under the Minnesota Municipal Industrial
Development Act, Minnesota Statutes, Sections 469152 through 469165, as amended (the "AcP')
in order to finance a11 or a portion of the costs of acquisition and improvement of group home
facilities (the "Project") to be owned by Lutheran Social Service of Minnesota, a nonprofit
organization (the "Borrower"), a portion of which will be located in the City at 1524 Stillwater
Avenue, and will be financed with approximately $164,900 of the proceeds of the Notes. The
maximum aggregate principal amount of the proposed Notes is $1,212,000.
The Notes will be special, limited obligations of the City of Grand Rapids and the Notes and
interest thereon will be payable solely from the revenues and assets pledged to the payment thereof.
No notes or other obligations will be issued by the City. No holder of any Notes will ever have the
right to compel any exercise of the t�ing power of the City to pay the Notes or the interest thereon,
nor to enforce payxnent against any property of the City except money payable by the Borrower to
the City and piedged to the payment of the Notes. Before issuing the Notes, the City of Grand
Rapids will enter into an agreement with the Borrower, whereby the Borrower will be obligated to
make payments at least suff cient at all times to pay the principal of and interest on the Notes when
due.
All persons interested may appear and be heard at the time and place set forth above or may
file written comments with the Ciry Clerk prior to the date of the hearing set forth above.
Dated: May 17, 2003
[Date of Publication]
DONALD LUNA, CITY CLERK
CITY OF ST. PAUL, MINNESOTA