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11150284v4
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<br />JOINT POWERS AGREEMENT
<br />(HERITAGE APARTMENTS PROJECT)
<br />SERIES 2018
<br />THIS JOINT POWERS AGREEMENT (this “Agreement”) is entered into as of the 1st day
<br />of December, 2018, between the City of Falcon Heights, Minnesota (“Falcon Heights”), the City
<br />of Lino Lakes, Minnesota (“Lino Lakes”), and the Housing and Redevelopment Authority of the
<br />City of Saint Paul, Minnesota (the “Saint Paul HRA”) (Falcon Heights, Lino Lakes, and Saint Paul
<br />HRA are collectively, the “Parties,” or each individually, a “Party”). Falcon Heights is a municipal
<br />corporation and Lino Lakes is a home rule charter city, and each of the cities is a political
<br />subdivision duly organized under the laws of the State of Minnesota. The Saint Paul HRA is a
<br />body corporate and politic validly existing under the laws of the State of Minnesota.
<br />1. Minnesota Statutes, Section 471.59 et seq. (the “Joint Powers Act”) provides that
<br />two or more governmental units, by agreement entered into through action of their governing
<br />bodies, may jointly or cooperatively exercise any power common to the contracting parties, and
<br />may provide for the exercise of such power by one of the participating governmental units.
<br />2. In connection with revenue bonds issued under Minnesota Statutes, Chapter 462C
<br />(the “Act”), Section 462C.14, Subd. 3 provides for joint action between cities pursuant to the Joint
<br />Powers Act.
<br />3. On November 9, 2009, pursuant to the Act, the Saint Paul HRA issued its
<br />$3,200,000 Multifamily Housing Revenue Refunding Note, Series 2009B (Heritage Apartments
<br />Project) (the “2009B Note”) pursuant to Resolution No. 09-10/28-5 adopted by the Saint Paul
<br />HRA on October 28, 2009 (the “Resolution”) and loaned the proceeds thereof to Heritage
<br />Apartments, Inc., a Minnesota nonprofit corporation (the “Borrower”), pursuant to a Loan
<br />Agreement dated as of November 1, 2009, between the Saint Paul HRA and the Borrower (the
<br />“Loan Agreement”), the proceeds of which were used to refinance the Saint Paul HRA's
<br />Multifamily Housing Revenue Bonds (Lyngblomsten Project), Series 1993B, which were
<br />originally issued to finance the acquisition, construction, and equipping of a 60-unit rental housing
<br />and assisted living facility for the elderly located at 1440 Midway Parkway in Saint Paul,
<br />Minnesota, commonly known as The Heritage at Lyngblomsten (the “Heritage Apartments
<br />Project”). The Borrower acknowledges that the HRA has relied on the representations of the
<br />Borrower that the conditions for the redemption and prepayment of the Prior Note have been or
<br />will be satisfied in accordance with the terms thereof and the HRA has made no independent
<br />investigation or representation with respect to such determination.
<br />4. The Borrower has proposed that the Parties enter into this Agreement pursuant to
<br />the Joint Powers Act and the Act in order to provide for issuance of Falcon Heights' $[1,700,000]
<br />Senior Housing Revenue Refunding Note (Heritage Apartments Project), Series 2018A (the
<br />“2018A Note”), and $[3,000,000] Senior Housing and Health Care Facilities Revenue Note
<br />(Heritage Apartments Project), Series 2018B (the “2018B Note” and with the 2018A Note, the
<br />“Notes”), the proceeds of which will be loaned to the Borrower and used to (i) finance, in part, the
<br />acquisition, construction, and equipping of a combined multifamily senior housing and health care
<br />facility, with approximately 103 independent living units, 34 assisted living units, 16 memory care
<br />units, 48 skilled nursing units, and 30 townhome units, totaling approximately 106,730 square feet,
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