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any defect therein, will not affect the validity of the proceedings for the redemption of Bonds. Bonds <br />so called for redemption will cease to bear interest after the specified redemption date, provided that <br />the funds for the redemption are on deposit with the place of payment at that time. <br />2.04. Appointment of Initial Registrar. The City appoints U.S. Bank National Association, <br />Saint Paul, Minnesota, as the initial Registrar. The Mayor and the City Administrator are authorized to <br />execute and deliver, on behalf of the City, a contract with the Registrar. Upon merger or consolidation of <br />the Registrar with another corporation, if the resulting corporation is a bank or trust company authorized <br />by law to conduct such business, the resulting corporation is authorized to act as successor Registrar. The <br />City agrees to pay the reasonable and customary charges of the Registrar for the services performed. The <br />City reserves the right to remove the Registrar upon thirty (30) days' notice and upon the appointment of <br />a successor Registrar, in which event the predecessor Registrar must deliver all cash and Bonds in its <br />possession to the successor Registrar and must deliver the bond register to the successor Registrar. On or <br />before each principal or interest due date, without further order of this Council, the City Administrator <br />must transmit to the Registrar monies sufficient for the payment of all principal and interest then due. <br />2.05. Execution, Authentication and Delivery. The Bonds will be prepared under the direction <br />of the Finance Director and executed on behalf of the City by the signatures of the Mayor and the City <br />Administrator, provided that those signatures may be printed, engraved or lithographed facsimiles of the <br />originals. If an officer whose signature or a facsimile of whose signature appears on the Bonds ceases to <br />be such officer before the delivery of a Bond, that signature or facsimile will nevertheless be valid and <br />sufficient for all purposes, the same as if the officer had remained in office until delivery. <br />Notwithstanding such execution, a Bond will not be valid or obligatory for any purpose or entitled to any <br />security or benefit under this resolution unless and until a certificate of authentication on the Bond has <br />been duly executed by the manual signature of an authorized representative of the Registrar. Certificates <br />of authentication on different Bonds need not be signed by the same representative. The executed <br />certificate of authentication on a Bond is conclusive evidence that it has been authenticated and delivered <br />under this resolution. When the Bonds have been so prepared, executed and authenticated, the City <br />Administrator will deliver the same to the Purchaser upon payment of the purchase price in accordance <br />with the contract of sale heretofore made and executed, and the Purchaser is not obligated to see to the <br />application of the purchase price. <br />2.06. Temporary Bonds. The City may elect to deliver in lieu of printed definitive Bonds one <br />or more typewritten temporary Bonds in substantially the form set forth in EXHIBIT B attached hereto, <br />with such changes as may be necessary to reflect more than one maturity in a single temporary bond. <br />Upon the execution and delivery of definitive Bonds the temporary Bonds will be exchanged therefor and <br />cancelled. <br />Section 3. Form of Bond. <br />3.01. Execution of the Bonds. The Bonds will be printed or typewritten in substantially the <br />form as attached hereto as EXHIBIT B. <br />3.02. Approving Legal Opinion. The City Administrator is directed to obtain a copy of the <br />proposed approving legal opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota, which is to <br />be complete except as to dating thereof and to cause the opinion to be printed on or accompany each <br />Bond. <br />486866v2 JAE LN140-117 <br />5 <br />