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<br />File Copy <br />2/1/94 <br />COOPERATIVE AGREEMENT <br />This Cooperative Agreement is made and entered into as of <br />this day of February, 1994 by and between the City of <br />Lakewood, Ohio ("Lakewood") and the Village of Bratenahl, Ohio <br />("Bratenahl"), both being municipalities and political subdivisions <br />organized and existing under the laws of the State of Ohio and both <br />fully authorized to execute this Cooperative Agreement by <br />ordinances duly passed by their Councils. <br />WHEREAS, Bratenahl, as a "public hospital agency," as <br />defined in Chapter 140, Revised Code (the "Act"), is authorized and <br />empowered by the Act to (a) acquire, construct, improve and equip <br />"hospital. facilities," as defined in the Act (the "Hospital <br />Facilities") and (b) issue its revenue obligations to pay "costs of <br />hospital facilities," as defined in the Act (the "Costs of Hospital <br />Facilities"); <br />WHEREAS, pursuant to Sections 140.03 and 140.05 of the <br />Act, Bratenahl has undertaken to issue a revenue note (the "Note") <br />for the purpose of assisting Parents' Volunteer Association for <br />Retarded Children and Adults, Inc. ("Parents' Volunteer <br />Association"), a "nonprofit hospital agency" as defined in the Act, <br />in financing and refinancing certain Costs of Hospital Facilities <br />and will lease such Hospital Facilities to Parents' volunteer <br />Association; <br />WHEREAS, Parents' Volunteer Association operates Hospital <br />Facilities within the boundaries of Lakewood; <br />WHEREAS, Parents' Volunteer Association has requested <br />that Lakewood enter into a cooperative agreement with Bratenahl to <br />provide for the issuance of the Note, a portion of the proceeds of <br />which would be used to finance and refinance Hospital Facilities, <br />described on Exhibit A attached hereto and made a part hereof, <br />located within the boundaries of Lakewood, for the benefit of <br />Parents' Volunteer Association, all as provided in and contemplated <br />by Sections 140.03 and 140.05 of the Act; and <br />WHEREAS, it is the desire of Lakewood to request and <br />authorize Bratenahl to issue the Note pursuant to the Act, a <br />portion of the proceeds of which would be used as described in the <br />immediately preceding preamble; <br />NOW, THEREFORE, in consideration of the premises and <br />mutual covenants hereinafter set forth, to promote the public <br />purpose of better providing for the health and welfare of the <br />people of the State by enhancing the availability, efficiency and <br />economy of Hospital Facilities and the services rendered thereby, <br />