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Attachment A <br /> NOW THEREFORE, in consideration of the mutual covenants herein made, the parties to <br />this Agreement hereby agree as follows: <br /> 1. The Port Authority will exercise the powers of the Act on behalf of the City to <br />provide financing for Improvements located within the boundaries of the City. Except as <br />otherwise provided in this Joint Powers Agreement, the Port Authority shall be solely <br />responsible for the implementation and administration of PACE OF MN and the financing of the <br />Improvements. <br /> 2. In connection with its implementation and administration of PACE OF MN, and <br />its financing of the Improvements located within the boundaries of the City, it is anticipated that <br />the Port Authority will enter into various agreements with persons wishing to obtain financing <br />for Improvements located within the boundaries of the City as well as with sources of financing <br />for such Improvements (collectively the “Program Documents”). <br /> 3. The Port Authority will charge a fee for its implementation and administration of <br />PACE OF MN, which fee will be described in, and payable under, the Program Documents. <br /> 4. The Port Authority will have the sole duty and responsibility to comply with or <br />enforce covenants and agreements contained in the Program Documents. This power <br />specifically includes the responsibility for monitoring and enforcing compliance with the <br />provisions of the Program Documents. <br /> 5. Either the Port Authority or a lending institution (the “Lender”) will use its own <br />financial resources to finance the Improvements (the “Loan”), or a taxable special assessment <br />revenue bond(s) (the “Bond(s)”) issued by the Port Authority in favor of the Lender will be used <br />to finance the improvements. Regardless of the financing mechanism, the Lender will advance <br />funds under the Program Documents to be paid from levied special assessments. <br /> 6. The Loan(s) or Bond(s) must be a special/limited obligation of the Port Authority, <br />payable solely from special assessments levied by the City as provided herein. The Loan(s) or <br />Bond(s) and interest thereon must neither constitute nor give rise to a general indebtedness or <br />pecuniary liability, or a general or moral obligation, or a pledge or loan of credit of the Port <br />Authority, the City, the City of Saint Paul or the State of Minnesota, within the meaning of any <br />constitutional or statutory provision. To that end, the Port Authority hereby agrees to indemnify <br />and hold harmless the City from and against any claims or losses arising out of the failure of the <br />Port Authority to provide for the payment of principal of, and the interest or any premium on the <br />Loan(s) or Bond(s), from special assessment payments actually paid to the Port Authority by the <br />City. This indemnity must not, however, be construed to relate to any claims or losses which <br />might arise by virtue of the exercise, by the City, of its governmental powers in connection with <br />the Project, or by virtue of the failure of the City to levy and collect special assessments with <br />respect to the Improvements or promptly remit such special assessment payments to the Port <br />Authority as provided in the Program Documents. <br /> 7. As and for its contribution to the financing of the Improvements, and as provided <br />in the Act, the City must impose and collect special assessments necessary to pay debt service on <br />that portion of the Loan(s) or Bond(s) attributable to the Improvements located within the <br />3 Joint Powers Agreement <br /> <br />