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Attachment B
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<br />JOINT POWERS AGREEMENT
<br />THIS JOINT POWERS AGREEMENT, dated as of ______ 1, 2020 (the “Joint Powers
<br />Agreement”), is made and entered into between the CITY OF LITTLE CANADA, MINNESOTA, a
<br />statutory city and political subdivision of the State of Minnesota (the “Issuer”), and the CITY OF
<br />ROSEVILLE, MINNESOTA, a statutory city and political subdivision of the State of Minnesota (the “Host
<br />City”).
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<br />RECITALS
<br />WHEREAS, Presbyterian Homes Care Centers, Inc., a Minnesota nonprofit corporation and a
<br />501(c)(3) organization (the “Borrower”), proposes to (i) finance, in part, the acquisition, construction, and
<br />equipping of an approximately 83-unit independent living senior housing facility (the "2020 Project"); (ii)
<br />refinance the acquisition, construction, and equipping of a 50-unit replacement skilled nursing facility (the
<br />"2018 Project") located, with the 2020 Project, at 1910 County Road D, in the City of Roseville, Minnesota
<br />(collectively, the "Facility") by refunding and prepaying the City of Little Canada, Minnesota $11,970,000
<br />Health Care Facilities Revenue Note (Langton Place Project) Series 2018 (the "Prior Note"); (iii) capitalize
<br />interest on the Bonds (as hereafter defined); (iv) fund required reserve funds; and (v) pay all or a portion of
<br />the costs of issuance (collectively, the "Project"). Remaining proceeds of the Prior Note may also be used
<br />for the 2020 Project. The Facility is and will be owned and operated by the Borrower; and
<br />
<br /> WHEREAS, pursuant to Minnesota Statutes, Section 471.656, as amended, a municipality may
<br />issue obligations to finance the acquisition or improvement of property located outside of the corporate
<br />boundaries of such municipality if the obligations are issued under a joint powers agreement in which one
<br />or more of the parties to the joint powers agreement issue such obligations and the property is located
<br />entirely within the boundaries of one or more of the parties to the joint powers agreement; and
<br />WHEREAS, pursuant to Minnesota Statutes, Section 471.59, as amended, by the terms of a joint
<br />powers agreement entered into through action of their governing bodies, two or more municipalities may
<br />jointly or cooperatively exercise any power common to the contracting parties or any similar powers,
<br />including those which are the same except for the territorial limits within which they may be exercised, and
<br />the joint powers agreement may provide for the exercise of such powers by one or more of the participating
<br />municipalities on behalf of the other participating municipalities; and
<br />WHEREAS, the Host City and the Issuer are authorized by Minnesota Statutes, Chapter 462C, as
<br />amended (the “Act”), to issue revenue obligations to finance multifamily rental housing developments; and
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<br />WHEREAS, the Host City and the Issuer are proposing to enter into this Joint Powers Agreement
<br />pursuant to which the Host will consent to the issuance of such revenue obligations and the financing of the
<br />Project by the Issuer and the Issuer will agree to issue such revenue obligations to finance the Project; and
<br />
<br /> WHEREAS, the revenue obligations (and any refunding obligations) proposed to be issued by the
<br />Issuer for the benefit of the Borrower shall not constitute general or moral obligations of, or pledge the full
<br />faith and credit or taxing powers of, the Host City, the Issuer, the State of Minnesota, or any other agency
<br />or political subdivision thereof, but shall be payable solely from the revenues pledged and assigned thereto
<br />pursuant to one or more loan agreements between the Issuer and the Borrower; and
<br />
<br /> WHEREAS, the governing bodies of the Host City and the Issuer have authorized the execution
<br />and delivery of this Joint Powers Agreement; and
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