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<br />WHEREAS, the City will deliver the Bonds in the form <br />of one certificate per maturity, each representing the entire <br />principal amount of the Bonds due on a particular maturity <br />date (each a "Global Certificate"), which single certificate <br />per maturity may be transferred on the City's bond register as <br />required by the Uniform Commercial Code, but not exchanged for <br />smaller denominations unless the City determines to issue <br />Replacement Bonds as provided below; and <br /> <br />WHEREAS, the City will be able to replace the <br />Depository or under certain circumstances to abandon the <br />"global book-entry form" by permitting the Global Certificates <br />to be exchanged for smaller denominations typical of ordinary <br />bonds registered on the City's bond register; and "Replacement <br />Bonds" means the certificates representing the Bonds so <br />authenticated and delivered by the Bond Registrar pursuant to <br />paragraphs 6 and 12 hereof; and <br /> <br />WHEREAS, "Holder" as used herein means the person in <br />whose name a Bond is registered on the registration books of <br />the City maintained by the City's Finance Director or a <br />successor thereof appointed as provided in paragraph 8 (the <br />"Bond Registrar"): <br /> <br />NOW, THEREFORE, BE IT RESOLVED by the Council of the <br />City of Roseville, Minnesota, as follows: <br /> <br />1. Acceptance of Bid. The bid of Merrill Lynch <br />Capital Markets (the "Purchaser") to purchase $4,500,000 <br />General Obligation Improvement Bonds, Series 14, of the City <br />(the "Bonds", or individually a "Bond"), in accordance with <br />the notice of bond sale, at the rates of interest hereinafter <br />set forth, and to pay therefor the sum of $4,429,455.25, plus <br />interest accrued to settlement, is hereby found, determined <br />and declared to be the most favorable bid received and is <br />hereby accepted, and the Bonds are hereby awarded to said <br />bidder. The Manager is directed to retain the deposit of said <br />bidder and to forthwith return to the unsuccessful bidders <br />their good faith checks or drafts. <br /> <br />2. Title; Original Issue Date; Denominations; <br />Maturities. The Bonds shall be titled "General Obligation <br />Improvement Bonds, Series 14", shall be dated March 1, 1988, <br />as the date of original issue and shall be issued forthwith on <br />or after such date as fully registered bonds. The Bonds shall <br />be numbered from R-l upward in the denomination of $5,000 each <br />or in any integral multiple thereof of a single maturity. The <br /> <br />3 <br />