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JOINT POWERS AGREEMENT
<br />PROVIDING FOR THE ISSUANCE OF A REVENUE NOTE TO
<br />FINANCE HEALTH CARE FACILITIES
<br />(WINGSPAN LIFE RESOURCES PROJECT)
<br />THIS AGREEMENT is entered into as of the lst day of September, 2002, by and between the City
<br />of Little Canada, Minnesota ("Little Canada"), the City of Roseville, Minnesota ("Roseville"), the City of
<br />Falcon Heights, Minnesota ("Falcon Heights"), the City of Minneapolis, Minnesota ("Minneapolis") and
<br />the City of Bloomington, Minnesota (`Bloomington") (collectively, the "Cities", or individually, a"City").
<br />Each of the municipalities named above is a municipal corporation duly organized under the laws of the
<br />State of Minnesota
<br />L Minnesota Statutes, Section 471.59 (the "Joint Powers Act") provides that two or
<br />more governmental units, by agreement entered into through action of their governing bodies, may jointly
<br />or cooperatively exercise any power common to the contracting parties, and may provide for the exercise
<br />of such power by one of the participating governmental units.
<br />2. Minnesota Statutes, Section 469.155, Subd. 9 provides for intergovernmental
<br />agreements between municipalities relating to the financing of projects with revenue bonds issued under
<br />Minnesota Statutes, Sections 469.152 to 469.165 1(the "Act").
<br />3. Wingspan Life Resources, a Minnesota nonprofit organization, (the "Corporation")
<br />has proposed that the Cities enter into this Agreement pursuant to the Act, pursuant to which Little Canada
<br />will issue a revenue note (the "Note") in the aggregate principal amount of not more than $1,400,000 and
<br />loan the proceeds thereof to the Corporation to finance the project described in Paragraph 4. below.
<br />4. The project consists of the acquisition and renovation of an office building located at
<br />2954 Rice Street, Little Canada and the refinancing or acquisition and renovation by the Corporation of 4-
<br />bed supervised living services health care facilities for developmentally disabled persons located at 1489
<br />Hoyt Ave. West, Falcon Heights, 611 West 34th Street, Minneapolis, 2939 Troseth, Roseville, 10220 York
<br />Lane, Bloomington, 9400 Sheridan Avenue, Bloomington and 9212 Portland Avenue S., Bloomington.
<br />5. The Corporation will initially own and operate the Project.
<br />6. Each City will adopt a resolution evidencing its intent to enter into this Agreement,
<br />and granting host approval (or, in the case of Little Canada, granting approval) of the issuance of the Note
<br />as required under the Internal Revenue Code of 1986, as amended.
<br />7. Little Canada shall exercise the powers of the Act by adopting, approving and
<br />executing such resolutions, documents, and agreements as shall be necessary or convenient to authorize,
<br />issue, and sell the Note and such other resolutions, documents, and agreements as shall be necessary or
<br />required in connection with the issuance of the Note and giving effect to or carrying out the provisions of
<br />this Agreement and documents under which the Note is issued and/or secured.
<br />8. The Note shall be a special, limited obligation of Little Canada, payable solely from
<br />proceeds, revenues and other amounts pledged thereto and more fully described in the Loan Agreement
<br />executed in connection with the Project. In no event sha11 the Note ever be payable from or charged upon
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