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2.04. Appointment of Initial Re istrar. The City appoints U.S. Bank National <br />Association, St. Paul, Minnesota, as the initial Registrar. The Mayor and the City Clerk are <br />authorized to execute and deliver, on behalf of the City, a contract with the Registrar. Upon merger <br />or consolidation of the Registrar with another corporation, if the resulting corporation is a bank or <br />trust company authorized by law to conduct such business, the resulting corporation is authorized <br />to act as successor Registrar. The City agrees to pay the reasonable and customary charges of the <br />Registrar for the services performed. The City reserves the right to remove the Registrar upon 30 <br />days' notice and upon the appointment of a successor Registrar, in which event the predecessor <br />Registrar must deliver all cash and Bonds in its possession to the successor Registrar and deliver <br />the bond register to the successor Registrar. On or before each principal or interest due date, <br />without further order of this Council, the City Finance Director must transmit to the Registrar <br />moneys 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 <br />direction of the City Clerk and executed on behalf of the City by the signatures of the Mayor and <br />the City Clerk, provided that those signatures may be printed, engraved or lithographed facsimiles <br />of the originals. If an officer whose signature or a facsimile of whose signature appears on the <br />Bonds ceases to be such officer before the delivery of any Bond, that signature or facsimile will <br />nevertheless be valid and sufficient for all purposes, the same as if the officer had remained in <br />office until delivery. Notwithstanding such execution, a Bond will not be valid or obligatory for <br />any purpose or entitled to any security or benefit under this Resolution unless and until a certificate <br />of authentication on a Bond has been duly executed by the manual signature of an authorized <br />representative of the Registrar. Certificates of authentication on different Bonds need not be <br />signed by the same representative. The executed certificate of authentication on a Bond is <br />conclusive evidence that it has been authenticated and delivered under this Resolution. When the <br />Bonds have been so prepared, executed and authenticated, the City Finance Director will deliver <br />the same to the Purchaser thereof upon payment of the purchase price in accordance with the <br />contract of sale heretofore made and executed, and the Purchaser will not be obligated to see to <br />the application of the purchase price. <br />2.06. Form of Bond. The Bonds will be printed or typewritten in substantially the form <br />set forth in Exhibit B attached hereto. <br />2.07. Approving Legal Opinion. The City Finance Director is authorized and directed to <br />obtain a copy of the proposed approving legal opinion of Kennedy & Graven, Chartered, <br />Minneapolis, Minnesota, which will be complete except as to dating thereof and to cause the <br />opinion to be printed or accompany each Bond. <br />Section 3. Payment, Security Pledges and Covenants. <br />3.01. Debt Service Fund. The Bonds are payable from the General Obligation Capital <br />Improvement Plan Bonds, Series 2020A Debt Service Fund (the "Debt Service Fund") hereby <br />created. The Debt Service Fund shall be administered and maintained by the Finance Director as <br />a bookkeeping account separate and apart from all other funds maintained in the official financial <br />records of the City. Amounts in the Debt Service Fund are irrevocably pledged to the Bonds. To <br />EL 185-64-684074.v2 <br />