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• EXHIBIT B SUPPLEMENT TO JOINT POWERS AGREEMENT This Supplement to Joint Powers Agreement (the "Supplement") is dated the day of , 2011, and is entered into pursuant to Minnesota Statutes, Section 471.59 (the "Minnesota Joint Powers Act"), among the City of Blaine ("Blaine"), the City of Mounds View ("Mounds View"), and the City of Spring Lake Park ("Spring Lake Park"), collectively herein referred to as the "Cities", each such City being a municipal corporation and political subdivision of the State of Minnesota. 1. Background. The Cities have heretofore entered into that certain Joint Powers Agreement for the Provision of Fire Protection Services dated December 11, 1990, as amended and supplemented (the "Joint Powers Agreement'). The Joint Powers Agreement was entered into by the Cities to cooperate in providing fire protection services to their residents through the acquisition, construction, furnishing, and betterment of land, buildings, and equipment for municipal fire protection, firefighting, and related public safety and welfare purposes; the contracting for and payment of such capital costs, services, and related expenses; and the taking of all other action desirable or necessary in connection therewith. The Cities have also heretofore entered into a certain Contract to Furnish Fire Protection Service (the "Contract') which each of the Cities executed with Spring Lake Park Fire Department, Inc., a Minnesota nonprofit corporation (the "Fire Company"), in 1986. Under the Contract, the Fire Company provides fire protection and other public health and safety services, equipment, and personnel; and each of the Cities is responsible from year to year for its respective share of the cost thereof pursuant to the Formula (the "Formula") set out in Exhibit "A"attached to the Joint Powers Agreement. Under the Joint Powers Agreement, the Cities anticipated that equipment and other property currently owned by the Fire Company would be acquired by the Cities; that the Cities would acquire additional land, buildings, and other equipment and property for fire protection and related public health and safety purposes; that the Cities would in turn by contract make such property available to appropriate service providers, including the Fire Company; and that the Cities would share the respective costs thereof pursuant to the Formula and as further provided in paragraph III(D) of the Joint Powers Agreement. 2. Purpose of Supplement. The Cities believe it to be in their best interest to acquire certain equipment for municipal fire protection and firefighting purposes (the "Equipment'). In order to finance the Equipment the Cities believe that it is necessary, desirable and appropriate that approximately $1,555,000 of General Obligation Equipment Certificates of Indebtedness to be issued pursuant to Minnesota Statutes, Section 412.301 (the"Certificates"). 3. Equipment Certificates. Blaine, Mounds View and Spring Lake Park each represent and warrant to the other that they have each taken all action required by Minnesota Statutes, Section 412.301 in order to be legally authorized to issue the Certificates, provided that • the maximum principal amount of Certificates to be paid by Mounds View is $250,000 and the maximum principal amount of Certificates to be paid by Spring Lake Park is $160,000. The 391605v1 JSB BL140-12 B-1