Agenda - Council - 09/14/1993 - Laserfiche WebLink

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5. Nature of Obligation. This Note is one of an issue in the total principal amount of $205,300, all issued to aid in financing certain public development costs and administrative costs of a Development District undertaken by the City pursuant to Minnesota Statutes, Sections 469.124 through 469,134, and is issued pursuant to an authorizing resolution (the "Resolution") duly adopted by the City on September 14, 1993, and pursuant to and in full conformity with the Constitution and laws of the State of Minneso~ including Minll~sota Statutes, Sections 469.174 to 469.179, and the City's home rule charter. This Note is a limited obligation of the City which is payable solely from Available Tax Increment pledged to the payment hereof under the Resolution. This Note and the interest hereon shall not be deemed to constitute a general obligation of the State of Minnesota or any political subdivision thereof, including, without limitation, the City. Neither the State of Minnesota, nor any political subdivision thereof shall be obligated to pay the principal of or interest on this Note or other costs incident hereto except out of Available Tax Increment, and neither the full faith and credit nor the taxing power of the State of Minnesota or any political subdivision thereof is pledged to the payment of the principal of or interest on this Note or other costs incident hereto. The Owner, represented by legal counsel, has undertaken an independent review of the documentation and actions taken by the City in creating the City's Development District No. 1 and Tax Increment Financing District No. 5 therein, and has concluded that such actions are sufficient and in accordance with applicable law. The Owner's acceptance of this Note shall be with the understanding that the City shall have no liability to the Owner with respect to an>, defects in proceedings relating to the creation of said Development District or Tax Increment Financing District. 6. Registration...gnd Transfer. This Note is issuably only as a fully registered note without coupons. As provided in the Resolution, and subject to certain limitations set font therein, this Note is transferable upon the books of the City kept for that purpose at the principal ;~'fice of the City Administrator, by the Owner hereof in person or by such owner's attorney duly authorized in writing, upon surrender of this Note together with a written instrument of transfer satisfactory to the City, duly executed by the Owner. Upon such transfer or exchange and the payment by the Owner of any tax, fee, or governmental charge required to be paid by the City with respect to such n'ansfer or exchange, there will be issued in the name of the transferee a new Note of the same aggregate principal mount, bearing interest at the same rate and maturing on the same dates. This Note shall not be transferred to any person other than an affiliate, or other related entity, of the Owner unless the City has been provided with an opinion of counsel or a certificate of the transferor, in a form satisfactory to the City, that such transfer is exempt from registration and prospectus delivery requirements of federal and applicable state securities laws. IT IS HEREBY CERTIZFrPJ3 AND RECITED that all acts, conditions, and things required by the Constitution and laws of the State of Minnesota and the City's home rule charter to be done, to exist, to happen, and to be performed in order to make this Note a valid and binding limited obligation of the City according to its terms, have been done, do exist, have happened, and have been performed in due form, time and manner as so required. IN WITNESS WHEREOF, the City Council of the City of Ramsey, Minnesota has caused this Note to be executed with the manual signatures of its Mayor and City Administrator, all as of the Date of Original Issue specified above. CITY OF RAMSEY, MINNESOTA (SEAL) City Administrator Mayor B-3 I I I I I I ! I I I I I I I I I I I I