02-23-2005 Council Agenda - Laserfiche WebLink

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DRAFT EXHIBIT A Form of Joint Powers Agreement and Allocation Agreement JOINT POWERS AND ALLOCATION AGREEMENT PROVIDING FOR THE ISSUANCE OF TAX EXEMPT REVENUE BONDS TO FINANCE THE RENOVATION OF AN ELDERLY HOUSING AND HEALTH CARE FACILITY (NEW HARMONY CARE CENTER PROJECT) THIS AGREEMENT is entered into as of the 1st day of , 2005, between the Port Authority of the City of Saint Paul, a public body corporate and politic under the laws of the State of Minnesota (the "Port Authority ") and the City of Little Canada, Minnesota, a municipal corporation duly organized under the laws of the State of Minnesota ( "Little Canada "). RECITALS A. 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. B. New Harmony Care Center, Inc., a Minnesota nonprofit corporation or a related entity (the "Company ") proposes to undertake a project consisting of the renovation and equipping of the 76 bed skilled nursing care facility located at 135 East Geranium Avenue in Saint Paul, Minnesota (the "Project "). C. Although the Project is located in Saint Paul, it has historically provided, and is expected to continue to provide, significant benefits to seniors residing in surrounding communities, including specifically Little Canada, through the provision of rehabilitation and hospice care which is accessible and available to residents of Little Canada and supplements the care and facilities available within the City and consequently the Project benefits Little Canada. D. The Company has proposed that the Port Authority and Little Canada enter into this agreement pursuant to the Joint Powers Act, pursuant to which the Port Authority, on behalf of itself and Little Canada, will issue tax exempt revenue bonds (the "Bonds ") under Minnesota Statutes and Section 469.152 -1651 (collectively, the "Act ") in an aggregate amount not to exceed $5,000,000 and loan the proceeds thereof to the Company to finance the Project described above. E. In order to assist in the marketing of the Bonds to investors at the lowest possible yield, thereby enhancing the financial feasibility of the Project, Little Canada wishes to facilitate the designation of the Bonds as "qualified tax - exempt obligations" within the meaning of Section 265(b)(3)(B) of the Internal Revenue Code of 1986, as amended (the "Code "). 2570839 5