Resolution - #93-09-184 - 09/14/1993

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5. i N~xcre of Obligation. This Note is one of an issue in the total principal amount of $205,300, ~ !Ss .~ to aid in ~mancing certain public development costs and administrative costs of a Develol~en ~[[District undertaken by the City pursuant to Minnesota Statutes, Sections 4,6,9.124 through 469.134;~ and is issued pursuant to an authorizing resolution (the "Resolution') duly adopted by ~lte City on September 14, 1993, and pursuant to and in full conformity with the Constituti~n:~nd iaws of the State of Minnesota, including Minnesota Statutes. Sections 469.174 to 469.179, sS-ri the City's home role charier. This Note is a limited obligation of the City which is payable solel} from Available Tax Increment pledged to the payment hereof under the Resolution. This Note and thejinterest hereon shall not be deemed to constitute a general obligation of the State of Minnesot~ >r ~y political subdivision thereof, including, without limitation, the City. Neither the State of I~ inn{~sq, ta, nor any political subdivision thereof shall be obligated to pay the principal of or interest~ n tlils Note or other costs incident hereto except out of Available Tax Increment, and neither the flu ,1 faith and credit nor the taxing power of the State of Minnesota or any political subdivision ~ereof is pledged to the payment of the principal of or interest on this Note or other costs ineiden~ hereto. The Owner, represented by legal counsel, has undertaken,an independent review of tl~, [doCUmentation and actions taken by the City in creating the City s Development District No. 1~. an~! Tax Increment Financing District No. 5 therein, and has concluded that such actions are su~ci~nt and in accordance with applicable law. The Owner's acceptance of this Note shall be with' ~he t~. derstanding that the City shall have no liability to the Owner with respect to any defects in pr0eeedings relating to the creation of said Development District or Tax Increment Financing Dish-ice 6. [ltagistration and Transfer. This Note is issuably only as a fully registered note without eOUlS)nsi As provided in the Resolution, and subject to certain limitations set forth therein, this ilqotetis transferable upon the books of the City kept for that purpose at the principal office of thei¢ity'~dminiswator, 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 .t~ the City, duly executed by the Owner. Upon such transfer or exchange and the payment by ~ O~ ncr of any tax, fee, or governmental charge required to be paid by the City with respect to sue,h tr~sfer or exchange, there will be issued in the name of the mmsferee a new Note of the same aggregate principal amount, 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 enuty, of the0wngr unless the Caty has been provided vath an opinion of counsel or a certificate of the transfer°r~[in i/form satisfactory to the City, that such transfer is exempt from registration and prospectus de~vef5, requirements of federal and applicable state securities laws. IT IS ~BY CERTIFIED AND RECITED that all acts, conditions, and things required by the Constil~fi°~ and laws of the State of Minnesota and the City's home rule charter to be done, to exist, to h,~. peB.~, and to be performed in order to make this Note a valid and binding limited obligation of ~e~ity according to its terms, have been done, do exist, have happened, and have been perform_~l in due form, time and manner as so required. IN ~rNESS WHEREOF, the City Council of the City of Ramsey, Minnesota has caused this Note to b; e~uted with the manual signatures of its Mayor and City Administrator, all as of the Date of t~ ,igirtal Issue specified above. CITY OF RAMSEY, MINNESOTA B-3