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JOINT POWERS AGREEMENT This Agreement, made and entered into as of the _____ day of _____________, 2014, by and between the Port Authority of the City of Saint Paul (the “Port Authority”), a body corporate and politic, and the City of Roseville, Minnesota, a municipal corporation (the “City”), provides as follows: WHEREAS, the Port Authority has been engaged in governmental programs for providing financing in the City of Saint Paul and in other areas of the State of Minnesota (the “State”) by making loans evidenced by various financing leases and loan agreements, and in the process of operating these programs the Port Authority has developed a high degree of financial expertise and strength; and WHEREAS, Minnesota Statutes, Sections 216C.435 and 216C.436 and Chapter 429 and 471.59 (collectively the “Act”) authorize the City to provide for the financing of the acquisition and construction or installation of energy efficiency and conservation improvements (the “Cost Effective Energy Improvements” as defined in the Act or “Improvements”) on Qualifying Real Properties” as defined in the Act (the “Properties” or “Property”) located within the boundaries of the City through the use of special assessments; and WHEREAS, the Act authorizes the City to designate a local government unit other than the City to implement the program under the Act on behalf of the City; and WHEREAS, the City has one or more projects within the boundaries of the City that have Improvements in need of financing, and has adopted its Resolution No. _______ (a copy of which is attached hereto as Exhibit A) to designate the Port Authority to implement and administer a program on behalf of the City to finance such Improvements; and WHEREAS, the Port Authority has created a program under the Act known as the Property Assessed Clean Energy Program (“PACE OF MN”) for purposes of implementing and administering the activities described in the Act, and the Port Authority is willing to implement and administer that program on behalf of the City as requested herein; and WHEREAS, the City has expressed a desire to make energy improvement financing programs of the kind managed by the Port Authority available for improvements of eligible properties within its boundaries, including but not limited to the Energy Savings Partnership, Trillion BTU (within the portion of the City served by Xcel Energy) and PACE OF MN, and a joint powers agreement is required between the City and the Port Authority for PACE OF MN; and WHEREAS, the Improvements will serve citizens of the City of Saint Paul and the City of Roseville, as well as Ramsey County and the State of Minnesota.