CR 90-127 Housing Revenue Bond - Augustana Home
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June 11, 1990
:ca:
OPKI"
Council Report: 90-127
HOUSING REVENUE BOND - AUGUSTANA HOME OF MINNEAPOLIS
(Chapel View)
~osed Action.
staff recommends adoption of the following: Adopt R~~olutiQn No: ~Q=]~
Providinq for the Issuance and Sale of HOusin9-.facilities Ref.undj,ng
Revenue Bonds pursuant to Minnesota statutes 462C. as al1l.i?:l)9J!d, on
behalf of the Augustana Home of Minneapolis.
staff recommends approval be contingent upon a final r€\port being
submitted to the City in a form acceptable to staff with approval by
the City'S financial consultant.
With approval of this action Augustana Homes will be able to undertake
the sale of the bonds to finance the purchase of Chapel View project.
Qy~rvie".
In 1984 the city of Hopkins authorized the sale of housing revenl1e
bonds to facilitate construction of an elderly apartment facility
directly adjacent to the nursing home. There were a variety of
problems which subsequently developed which forced Chapel View in a
position to default on their bond payment.
Recently Augustana Home of Minneapolis approached the City about the
possibility of issuing tax exempt refunding revenue bonda to
facilitate their purchase of this project. 'lha City Council has
passed a resolution giving prelimi,nary approva,l to the sale.
rrhe final action required to facilitate the sale of the bor.ds is the
resolutio~ presently being proposed.
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Issues ~o Consider.
What will the bond proceeds be used for?
What are the legal :Aplications of such a bond sale to the
City?
What has occurred since the last action on this item?
o
,u~DOr~iD9 IDformatioDL
o Letter from Jerre Miller
o Resolution No: 90-70
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n, PlannJ.ng &
opment Director
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CR: 90-127
Page 2
Analysis"
Based on the proposed action, the City Council has the following
issues to consider:
o What will the bond proceeds be used for?
The bond proceeds will be used to provide a source of funds to payoff
the previous bond and warrant holders. It is staffs unde,rstanding
that their has now been a court decision detailing' how both of these
parties would get paid off should Augustana complete the purchase of
this property.
o wtlat are the legal implications of s~ch a sale to the City?
In the past the City has financed oth~r housing projects with revenue
bonds. The purpose of this type of financing is to provide a lower
interest rate to facilitate the feasibility of the project. The City,
by placing its name. on the bonds.; provides a tax exempt :.tatus and
therefore a lower interest rate.
Repayment of the bonds is strictly from the revenue of the project.
'l'he city is under no financial obligation should there be a default.
o What has occurred since the last action en this item?
At the time that the preliminary resolution was considered, a number
of parties representing the warrant holders stated that they were
concerned about this transaction. Their concerns relat~d to the fact
that the warrant holders would not be paid 100% of what they had been
charged originally when they entered the project" At that meeting
they stated that they would be bringing legal action try either prevent
or slow down the process of the sale of Chapel View to Augustana Home.
There has now been action by the court on this temporary restraining
order. In this action the jv.dqe has ruled against the request for
restraining order. ~nerei~~e unless other action is approvedi
Auqustana Home is now legally ~uthorized to complete the purchase of
this project.
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1. Approve the action as requesteu. With this action the bond
sale will be able to be completed in conjunction with this
project.
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CR: 90-127
Page 3
2. Deny the request. Under this action any further action on
this item will be terminated. The city Council needs to be
aware that sho'....1 there be a denial of this resolution there
is the possibility that the applicant may try to bring legal
action against the City to force approval.
3. Continue for further information. Augustana Home needs to
complete the sale in the very near future in accordance with
the purchase agreement and therefore any continuation could
potentially jeopardize the sale.
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Date: June 12, 1990
To: Steve Mielke
From: Jerre Miller
Re: Chapel View
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HOPKINS
MEMO
I have discussed the outcome of a Motion for a Temporary
Restraining Order brought by the Chapel View warrant holders
which was hearo in Federal Court last week.
The presiding Judge denied the Motion so no obstacle exists
for adoption by the COuncil of the final resolution approving
the refunding bond issuan~
I am unaware of any eXisting",al ternatives other than adoption
of this resolution.
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1010 First Street South, Hopkins, Minnesota 55343 612/935-8474
An Equal OpPOrtunity Employer
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Date: May 21, 1990
To: Steve Mielke
From: Jerre Miller
Re: Chapel View
This is confirmation of our discussion at the Council meeting
concerning the issue of whether the Council action in
adopting the initial resolution would give rise to a damage
claim on the basis of relian~e if the Council for some reason
chose not to adopt a final resolution for ~ssuing ~he bonds.
In the first
issuance is a
procedure.
place, the City's
discretionary act
involvement in the bond
~ith regard to the entire
All intereg~ed p~rt!es or their. legal representatives were
present and afforded full opportunity to present their points
of v.iew.. Additionally~ the attorney representing the warrant
holders had slready commenced a Federal C:)U.ei.': action seeking
compensation for his clients as well as injunctive relief.
Thus all parties will apparently have their day in Cou~t.
If the Counctl had continued the issue in the face of the
obvious merits to the bond issuance, it would have involved
itself in ft dispute between bond holders and warrant holders
and possibly entered an arena where the City definitely does
not belong.
For that reason, I think adoption of the resolut:f.on was
proper and unless furnther action is halted by Court order,
the final resolution I e I would be adopted as well and I
would recommend it.
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1010 First StreA~llth, Hopkins, Minnesota 55343 612/935-8474
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. RESOLUTION NO..-30-70_________
A RESOLUTION PROVIDI~G FOR THE ISSUANCE AND SALE
OF HOUSING FACILITIES R~FUNDING REVENUE BONDS PURSUANT
TO MINNESOT~ STATUTES, CHAPTER 462C,
ASAMENDEDt ON BEHALF OF THE AUGUSTANA HOME
OF MINNEAPOLIS
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BE IT RESOLVED by t.he City COUC" II of the Ci ty of
Hopkins t Minnesota (the "City"), as f;:. ~,OJ..,s:
1. :A.uthority. The City is, by the Constitution and
laws of the state of Minnesota, including Minnesota Statutes,
Chapter 462C, as amended (the "Act")t authorized to issue and
sell its revenue bonds for the purpose of financing and
refinancing the cost of housing development projects and to
enter into agreements necessary or convenient in the exercise
of the powers granted by the Act.
2. Authorization of Refunding: Documents P~esented.
The Augustana Home of Minneapolis, a Minnesota nonprofit
corporation (the .Corporation"), has proposed to this Council
that the City issue and sell its City of Hopkins Housing
Facilities Refunding Revenue Bonds (The Augustana Home of
Minneapolis Project), Series 1990, in substantially the form
set forth in the hereinafter-mentioned Indenture (the "Bonds")
pursuant to the Act and loan the proceeds thereof to tho
Corporation in order to refinance costs of constructing a
facility in the City to provide rental housing to the elderly
and handicapped (the "Project"), The address of the elderly
housing facility is 605 Minnetonka Mills Road in the City. The
proceeds of issuance of the Bonds are to be used for the
specific authorized purpose of ref.unding in full the City's
outstanding Housing Mortgage Revenue Bonds (Chapel View, Inc.
Project), Series 1984 (the hRefunded Bondsff), together with
funding required reserves and providing for the payment of
certain costs of issuance of the Bonds. The Refunded Bonds
comprised the original financing for the costs of acquisition
and construction of the Project. Forms of the following
documents relating to the Bonds have been submitted to the City
and are now on file in the office of the City C;erk:
(a) Loan Agreement (the "Loan Agreement") dated a~ of
July 1, 199U between the City and the Corporation, whereby
the City agrees to make a loan to the Corporation of the
grass proceeds of sale of the Bonds and the Corporation
agrees to complete the refunding (as further provided in
the ~scrow Agreement referred to below), and to pay amount5
in repayment of the loan sufficient to provide for the full
and prompt p~yment Gf the principal ofl premlun), if any,
~nd interest on the Bonds; and
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(b) Trust Indenture (the "Indenture") dated as of
July 1, 1990, between the City and American National and
Trust Company, St, Paul, Minnesota, as trustee (the
"Trustee"), authorizing the issuance of, and pledging
certain revenues, including those to be derived fLom the
Loan Agreement, as security for the Bonds, and setting
forth proposed recitals, covellants and agreements relating
thereto; and
(c) Escrow Agreement (the "Escrow Agreement~) dated
as of July 1, 1990, between the City, the Corporstion and
the indenture trustee for the Refunded Bonds, providing for
the establishment, investment and application of an escrow
fund thereunder, to be administered by the indenture
trustee for the Refunded Bonds, as escr0W agent (the
wEscrow Agent"), in order to cause the Refundsd Bonds to be
refunded in full; and
(d) Combination Mortgage, Security Agreement and
Fixture Financing statement (the "Mortgage"), dated as of
July 1, 1990, from the Corporation to the Trustee, by which
the Corporation grants to the Trustee a mortgage lien on
and security interest in the Mortgaged Property, as defined
therein, as further security for the payment of the Bonds
(this document not to be executed by the City); and
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(e) Assignment of Leases and Rents (the "Assignment"f)
dated as of July I, 1990, from the Corporation to the
Trustee, by which the Corporation assigns to the Trustee
its interests in all leases and rents with respect to the
Mortgaged Property (this document not to be executed by the
City); and
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(f) Bond Purchase Agreement (the ~Bond Pur.chase
Ag:reem~'.mt "') I by and between Norwest Investment Sen..;ices,
Inc. (the MUndecwriter"), the Corporation and the City,
providing for the purchase of the Bonds from the City by
the Und6rwriter and setting the terms and conditions of
purchase; and
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(g) Preliminary Official Statement and form of final
Official Statement, the form of the Preliminary Official
Statement, together with the insertion of the final
underwriting details of the Bonds. inCluding the interest
rates thereon, and any other changes deemed necessary or
deairable, intended to constitute the form of the final
Official Statement, inclUding all Appendices thaI'ste>
(together the "Official statement~), describing the
offering of the Bonds, and certain terms and provisions of
the foregoing documents.
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3. ~inqs. It is hereby found, determined and
declared tht't-,:
(a) The Project constitutes a housing project
authorized by and described in the Act.
(b) The issuance of the Bonds will caLry out a public
purpose and benefit to the citizens of the community in
that the purpose thereof is and the effect thereof is and
will be to promote the public welfare by enhancing th€
provision of housing facilities to members of the
community, particUlarly the elderly and handicapped, at the
most reasonably affordable costs.
(c) The housing plan and program adopted by the City
in connection with the issuance of the Refunded Bonds have
been approved by the Minnesota Housing Finance Agency.
(d) There is no litigation pending or, to the best of
its knowledge, threatened against the City relating to the
Bonds, the Loan Agreement, the Escrow Agreement, the Bond
Purchase Agreement or the Indenture or questioning the
organization, powers or authority of the City,
(e) The execution, delivery and performance of the
City's obligations under the Bonds, the Indenture, the
Escrow Agreement, the Bond Purchase Agreement and the Loan
Agreement do not and will not violate any charter provision
or any order of any court or other agency of government of
which the City is aware or in which the City is a party) or
any indenture, agreement or other instrument to which the
City is a party or by which it or any of its property is
bound, or be in conflict with, result in a breach of, or
constitute (with due notice or lapse of time or both) a
default under any such indenture~ agreement or other
instrument.
(f) It is desirable that the Bonds be issued by the
City upon the terms set forth in the Indenture, under the
provisions of which the City'S interest in the Lo~n
Agreement will be pledged to the Trustee as security for
the pa}~ent of principal of, premium, if ~ny~ and interest
on the Bonds.
(g) The Loan Agreement provides for. paym~nta by th~
Corporation to the Trustee for the account of the City af
such amounts as will be sufficient to p~y tho pKinC1~51 off
premium, if any.. and interest on the 8rJ7,\\j3 ".dl.t~n (hh~. Tbe
Loan Agreement obligates the Corpor~tt,)D to p~'1y fo~' till
costs of operation and maintenance of the Project
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Facilities, including adequate insurance, taxes and special
assessments. A reasonably required reserve fund has been
established under the provisions of the Indenture in
connection with the issuance of the Bonds.
(h) Under the provisiu:.lS of the Act, and as provided
in the Loan Agreement and Indenture, the Bonds are not to
be payable from nor charged upon any funds other than
amounts payable pursuant to the Loan Agreement and moneys
in the funds and accounts held by the Trustee which are
pledged to the payment thereof; the City is not subject to
any liability thereon; no holders of the Bonds shall ever
have the right to compel the exercise of the taxing power
of the City to pay any of the Bonds or the interest
thereon, nor to enfoJ:ce payment thereof against any
property of the City; the Bonds shall not constitute a
charge, lien or encumbrance, legal or equitable, upon any
property of the City (other than the interest of the City
in the LOdn Repayments to be made by the Corporation under
the Loan Agreement); and each Bond issued under the
Indenture shall recite that such Bond, including interest
thereon. shall not constitute or give rise to a charge
against the general credit or taxing pow~rs of the City.
4. APproval and Execution of~. The forms of
Loan Agreement, Indenture, Escrow Agreement, Bond Purchase
Agreement, Mortgage and Assignment, referred to in paragr.aph 2,
are approved. The Loan Agreement, Escrow Agreement and
Indenture shall be executed in the name and on behalf of the
City by the Mayor and the City Manager, or by other officers of
the City, in substantially the form on file, but with all such
changes therein, not inconsistent with the Act or other law, as
may be approved by the officers executing the same, which
approval shall be conclusively evid€~ced by the execution
thereof, and then shall be delivered to the Trustee. The Bond
Purchase Agreement shall be executed by one or more officers of
the City. a~ provided therein. Copies of all documents shall
be ~elivereu and filed as provided therein.
5. M!llQYll..t-Execut:iQn ~nQ Deli.Y!uy Of 13onds.. The
City shall proceed forthwith to issue the Bonds, in an
aggregate principal amount of not to exceed $3,500,000, in the
form and upon the terms set forth in the Indenture, which terms
are for this purpose incorporated in this resolution Bnd made a
part hereof; provided, howeverf that the maturities of the
Bonds, the interest rates thereon, and the rights of optional
Ot mandatory redemption with respect thereto shall all be as
set forth in the final form of Indenture to be approved,
executed and delivered by the officers of the City authQrized
to do 50 by the provisions of this Resolution, which approval
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shall b~ conclusively evidenced by such execution and delivery;
and provided further that; in no event, shall such maturities
exceed 30 years or such rates of interest produce a net
interest cost in excess of 9.00% per annum. The Underwriter
has agreed pursuant to the provis:ons of the Bond Purchase
Agreement, and subject to the conditions therein set forth, to
purchase the Bonds at the purchase price set forth in the Bond
PurchaGB Agreement, and said purchase pric€ is hereby found to
be favorable and is hereby accepted. The Mayor, City Manager
and City Clerk are authorized and directed to prepare and
execute the Bonds as prescribed in the Indenture and to deliver
them to the Trustee, together with a certified copy of this
Resolution and the other documents required by Section 2.08 of
the Indenture, for authentication, registration and delivery to
the Underwriter. As provided in the Indenture, each Bond shall
contain a recital that it is issued pursuant to the Act, and
such recital shall be conclusive evidence of the validity and
regularity of the issuance thereof.
6. Qfficial Statement. The City hereby approves the
form of and consents to the circulation by the Underw~iter of
the Official statement in offering the 80nds for sale;
provided, however, that the City has not participated in the
preparation of the Official Statement or independently verified
the information in the Official Statement and takes no
responsibility for, and makes no representations or warranties
as to, the accuracy or completeness of such inform~tion. Baseo
on the representations of the Corporation, the City, pursuant
to Regulation 15c-12, promUlgated by the Securities and
Exchange Commission (the "Regulation"), hereby certifies that
the Preliminary Official Statement prepared with respect to the
Bonds is or is to be in final form as of its date, within the
meaning of the Regulation, except fo~ the omission of any of
the following information: the offering price(s), interest
rate(s), selling compensation, aggregate principal amount,
principal amount per maturity, delivery dates, ratings and
other terms of the Bonds depending on such mattec;, The City
Manager, City Clerk and other officers of the City are hereby
authori~ed, at the req.est of the Underwriter, to deliver to
the Underwriter, an officer's certificate to the effect
hereinabove provided, all as may be necessary or desirable to
demonstrate complia~ce with the Regulation.
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7. Certificates, etc. The Mayor, City Manager, City
Clerk, and other officers of the City are author.ized and
directed to prepare and furnish to bond couns~l and the
purchaser of the Bonds, when issued, certified copies of all
proceedings and records of the City relating to the Bonds, and
such other affidavits and certificates as may be required to
show the f ar.'cs appea ring f rom the books and records in the
officers' custody and control or as otherwise known to them;
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shall b~ conclusively evidenced by such execution and delivery;
and provided further that, in no event, shall such maturities
exceed 30 years or such rates of interest produce a net
interest cost in excess of 9.00% per annum. The Underwriter
has agreed pursuant to the provisions of the Bond Purchase
Agreement, ana subject to the conditions therein set forth, t.o
purchase the Bonds at the purchase price set forth in the Bond
Pur-chase Agreement, and said purchase price is hereby found to
be favorable and is hereby accepted. The Mayor, City Manager
and City Clerk are authorized and directed to prepare and
execute the Bonds as prescribed in the Indenture and to deliver
them to the Trustee, together with a certified copy of this
Resolution and the other documents required by Section 2.08 of
the Indenture, for authentication, registration and delivery to
the Underwriter. As provided in the Indenture, each BOlid shall
contain a recital that it is issued pursuant to the Act, and
such recital shall be conclusive evidence of the validity and
regularity of the issuance thereof.
6. Official Stat.e....lli~Jlt. The City p.ereby approves the
form of and consents to the circulation by the Underwriter of
the Official Statement in offering the Bonds for 5alB;
provided, however, that the City has not participated in the
prepar2tion of the Official Statement or independently ve~ifieo
the information in the Official Statement and takes nc
responsibility for, and makes no representstions or war:i:ant:ies
as to. the accuracy or completeness of such information. Based
on the representations of the Corporation, the City, pursuant
to Reyulation 15c-12, promulgated by the Securities and
Exchang€ Commission (the "Regulation"), hereby certifies thi:tt
the Preliminary Off icial Stat.ement prepared with I'espect to the
aauds is or is to be in final form as of its date, within the
meanin; of the Regulation, except for the omission or an]?, of
the following information: the offering price(s), interest
:rate{$), selling compB!1sation, aggregate principal amount,
principt'll Dlmount pel' mi:.>;hu:i ty, delivery dates, ratir:lgs an,j
other terms of the Bonds depending on such matters. The City
Manager, City Clerk and other officers of the City are hereby
Buthorized~ at the request of the Underwriter, to deliver to
the Underwriter, an officer's certificate to the effect
hereinabov,e provided. all as may be necessary or desirable to
demon-st.:rate compliance with the Regulation.
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7. Cert~ficates,~, The Mayo!, City Manager, City
Cle~k, and other officers of the City are authorized and
directed to prepare and furnisb to bond counsel anO the
purc.haser of the Bonds, when issued. certified copies of all
pr.oceedil!gs and records of the City relating tc t"'€! Bonds, ;a,nd
sucnother: affidavits and certificates as may be required to
show tbe facts appearing from the books and records in the
officers' custody and control or as otherwise known to them;
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and all'such certified copies, certificates and affidavits,
including any heretofore furnished, shall constitute
representations of the City as to the truth of all statements
contained therein.
9. Authori~atiQll. The City Clerk is authorized and
directed to deliver a certified copy of this Bond Resolution to
the County Auditor of Hennepin County, together with such other
information as such County Auditor may require, and obtain the
certificate of the County Auditor as to entry of the Bonds on
his bond register as required by the Act and Section 475.63,
Minnesota Statutes.
10. Q~Qlified Tax~mpt Oblig~tions. The Bonds are
hereby designated as "qualified tax-exempt obligations" within
the meaning of Section 265(b)(3) of the Internal Revenue Code
of 1986, as amended. The Bonds are to be issued on behalf of
an organization described in Section 501(c)(3) of the Code and
are to be issued as "qualified 501(c)(3) bonds" under
Section 145 of the Code. The City, together with all
subordinate entities thereof, does not reasonably expect to
issue tax-exempt obligations, including the Bonds (other than
private activity bonds not constituting "qualified SDl(c)(3)
bonds"), which, when added together with all such obligations
heretofore issued by the City, or such subordinate entities, in
calendar year 1990, will be in an aggregate amount exceeding
$10,000,000 in calendar year 1990.
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STATE OF MINNESOTA
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COUNTY OF HENNEPIN
I, the undersigned, being the duly qualified and
acting City Clerk of the City of Hopkins, Minnesota (the
"City"), do hereby certify that attached hereto is fi compared,
true and correct copy of a resolution giving final approval to
an issuance of housing facilities refunding revenue bonds by
the city on behalf of The Augustana Home of Minneapolis, duly
adopted by the City Council of the City on
I 1990,
at a
meeting thereof duly called and held, as on file
and of record in my office, which resolution has not been
amended, modified or rescinded since the date thereof and which
resolution is in full force and effect as of the date heraoEf
4It and that the attached Extract of Minutes as to the adoption of
the resolution is a true and accurate account of the
proceedings taken in passage thereof.
WITNESS My hand and the official seal of the City
this _day of
, 1990.
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city Clerk
(Seal)
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Extract of Minutes of Meeting of the
City Council of the City of Hopkins, Minnesota
Pursuant to due call and notice thereof, a
meeting of the City Council of the City of Hopkins, Minnesota
was duly held at city Hall in said City of Hopkinst
on
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the
day of
, 1990t at
o'clock P.M.
The following Councj.l members were present:
and the following were absent:
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Council member
then introduced the follo~ing
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written ~esolution and moved its adoptiont the reading in full
thereof having been dispensed with by unanimous consent:
A RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE
OF HOUSING FACILITIES REFUNDING REVENUE BONDS
PURSUANT TO MINNESOTA STATUTES, CHAPTER 462C,
AS AMENDED, ON BEHALF OF THE ~UGUSTANA HOME
OF MINNEAPOLIS
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The motion for the adoption of the foregoing
resolution was duly seconded by Council member
I 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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