12-10-2018 Council Meeting Packet

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2 to be located at 6075 Hodgson Road in the City of Lino Lakes, Minnesota (the “Lino Lakes Project”, and together with the Heritage Apartments Project, the “Project”); and (ii) refinance the Heritage Apartments Project by refunding the 2009B Note. 5. Saint Paul HRA has previously approved a housing finance program related to the 2009B Note and the Heritage Apartments Project (the “Heritage Apartments Program”), as required by the Act, and Falcon Heights hereby adopts the same. 6. A housing finance program related to the Lino Lakes Project will be adopted by Falcon Heights, as required by the Act. 7. Each Party will adopt a resolution (i) evidencing its intent to enter into this Agreement, and (ii) granting approval to the issuance of the Notes as required under the Internal Revenue Code of 1986, as amended (the “Code”). 8. Falcon Heights shall exercise the powers of the Joint Powers Act and the Act by adopting, approving, and executing such resolutions, documents, and agreements as shall be necessary or convenient to authorize, issue, and sell the Notes and such other resolutions, documents, and agreements as shall be necessary or required in connection with the issuance of the Notes and giving effect to or carrying out the provisions of this Agreement and documents under which the Notes are issued and/or secured. The Notes will be designated as “qualified tax- exempt obligations” under Section 265(b) of the Code. 9. The Notes shall be special, limited obligations of Falcon Heights, payable solely from proceeds, revenues, and other amounts pledged thereto and more fully described in the Loan Agreement between Falcon Heights and the Borrower, dated as of December 1, 2018 (the “Loan Agreement”). In no event shall the Notes ever be payable from or charged upon the general credit, taxing powers, or any funds of any of the Parties; the Parties are not subject to any liability thereon; no owners of the Notes shall ever have the right to compel the exercise of the taxing power of any of the Parties to pay any of the Notes or the interest thereon, nor to enforce payment thereof against any property of any of the Parties; the Notes shall not constitute a charge, lien, or encumbrance, legal or equitable, upon any property of any of the Parties; and the Notes do not constitute an indebtedness of any of the Parties within the meaning of any constitutional, statutory, or charter limitation. 10. Pursuant to the Loan Agreement, Falcon Heights will require that, as a condition to issuing the Notes, the Borrower shall have paid all fees of the Parties and all costs incurred by the Parties in the authorization, execution, delivery, and performance of this Joint Powers Agreement and all related transactions. 11. This Agreement shall terminate upon the retirement or defeasance of the last of the outstanding Notes, and this Agreement may not be terminated in advance of such retirement or defeasance. 12. This Agreement may be executed in counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.