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<br />F-1 <br />516911v4 JAE MU205-47 <br />EXHIBIT F <br /> <br />FORM OF INVESTMENT LETTER <br /> <br />To the Mounds View Economic Development Authority (the “Authority”) <br />Attention: Executive Director <br /> <br />Re: $546,000 Tax Increment Limited Revenue Note, Series 201_ <br /> <br /> <br /> The undersigned, as Owner of $_____ in principal amount of the above captioned Note (the <br />“Note”) pursuant to a resolution of the Authority adopted on June 11, 2018 (the “Resolution”), hereby <br />represents to you and to Kennedy & Graven, Chartered, Minneapolis, Minnesota, development counsel, <br />as follows: <br /> <br />1. We understand and acknowledge that the TIF Note is delivered to the Owner as of this <br />date pursuant to the Resolution and the Contract for Private Development between the Authority and the <br />Owner, dated as of ________, 2018 ( the “Contract”). <br /> <br /> 2. We understand that the TIF Note is payable as to principal and interest solely from <br />Available Tax Increment (as defined in the TIF Note). <br /> <br />3. We further understand that any estimates of Tax Increment (as defined in the Contract) <br />prepared by the Authority or its financial advisors in connection with the TIF District (as defined in the <br />Contract), the Contract or the TIF Note are for the benefit of the Authority, and are not intended as <br />representations on which the Owner may rely. <br /> <br /> 4. We have sufficient knowledge and experience in financial and business matters, <br />including purchase and ownership of municipal obligations, to be able to evaluate the risks and merits of <br />the investment represented by the purchase of the above stated principal amount of the TIF Note. <br /> <br /> 5. We acknowledge that no offering statement, prospectus, offering circular or other <br />comprehensive offering statement containing material information with respect to the Authority and the <br />TIF Note has been issued or prepared by the Authority, and that, in due diligence, we have made our own <br />inquiry and analysis with respect to the Authority, the TIF Note and the security therefor, and other <br />material factors affecting the security and payment of the TIF Note. <br /> <br /> 6. We acknowledge that we have either been supplied with or have access to information, <br />including financial statements and other financial information, to which a reasonable investor would <br />attach significance in making investment decisions, and we have had the opportunity to ask questions and <br />receive answers from knowledgeable individuals concerning the Authority, the TIF Note and the security <br />therefor, and that as a reasonable investor we have been able to make our decision to purchase the above <br />stated principal amount of the TIF Note. <br /> <br /> 7. We have been informed that the TIF Note (i) is not being registered or otherwise <br />qualified for sale under the “Blue Sky” laws and regulations of any state, or under federal securities laws <br />or regulations, (ii) will not be listed on any stock or other securities exchange, and (iii) will carry no <br />rating from any rating service. <br /> <br /> 8. We acknowledge that neither the Authority nor Kennedy & Graven, Chartered have made <br />any representations as to the status of interest on the TIF Note for state or federal income tax purposes.