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JOINT POWERS AGREEMENT PROVIDING FOR THE ISSUANCE OF A REVENUE NOTE TO FINANCE HOUSING FACILITIES (COVENTRY APARTMENTS PROJECT) THIS AGREEMENT is entered into as of the day of March, 2008, by and between the City of Falcon Heights, Mimresota ("Falcon Heights") and the City of Roseville, Minnesota ("Roseville" and collectively, the "Cities", or nrdividually, a "City"). The Cities are both municipal corporations duly organized under the laws of the State of Minnesota. 1. Minnesota Statutes, Section 471.59 (the "Joint Powers Act") provides that two or more governmental units, by agreement entered into through action of their governing bodies, may jointly 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. 2. In conmection with revenue bonds issued under Mirmesota Statutes, Chapter 462C (the "Housing Programs Act"), Section 462C.14, Subd. 3 provides for joint action between cities pursuant to the Joint Powers Act. 3. Snelling Apartments Limited Partnership, a Minnesota limited partnership, (the "Borrower") has proposed that the Cities enter into this Agreement pursuant to the Housing Programs Act, pursuant to which. Falcon Heights will issue revenue notes in one or more series (the "Note") in an aggregate principal amount not to exceed $14,000,000 and loan the proceeds thereof to the Borrower to finance the project described in Paragraph 4. below. 4. The project consists of the financing of the acquisition, renovation and equipping of a 196-unit multifamily rental housing facility located at 2820 Snelling Avenue North in Roseville (the "Project"). 5. The Borrower will be the owner and operator of the Project. The Borrower will be the obligor under the Note. 6. Falcon Heights, the City issuing the Note, has adopted a housing program (the "Program") which describes the housing development to be financed by the Borrower in the Cities. 7. Each City has adopted a resolution (i) evidencing its intent to undertake the Program (if applicable), (ii) evidencing its intent to enter into this Agreement, and (iii) granting host approval (or, in the case of Falcon Heights, granting approval) of the issuance of the Note as required under the Internal Revenue Code of 1986, as amended. 8. Falcon Heights shall exercise the powers of the Housing Programs Act by adopting, approving and executing such resolutions, documents, and agreements as shall be necessary or convenient to authorize, issue, and sell the Note and such other resolutions, documents, and agreements as shall be necessary or required in connection with the issuance of 213804Gv1 6