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CERTIFICATE AS TO RESOLUTION AND ADOPTING VOTE I, the undersigned, being the duly qualified and acting recording officer of the City of Missoula, Montana (the “City”), certify that the attached resolution is a true copy of a resolution entitled: “RESOLUTION RELATING TO LIMITED TAX GENERAL OBLIGATION BONDS, SERIES 2010C; DELEGATING THE NEGOTIATION OF THE PRICING OF THE SERIES 2010C BONDS TO A PRICING COMMITTEE; AND AUTHORIZING THE ISSUANCE OF AND PROVIDING FOR THE NEGOTIATED SALE THEREOF” (the “Resolution”), on file in the original records of the City in my legal custody; that the Resolution was duly adopted by the City Council of the City at a regular meeting on October 25, 2010, and that the meeting was duly held by the City Council and was attended throughout by a quorum, pursuant to call and notice of such meeting given as required by law; and that the Resolution has not as of the date hereof been amended or repealed. I further certify that, upon vote being taken on the Resolution at said meeting, the following City Council members voted in favor thereof: Childers, Haines, Hellegaard, Houseman, Jaffe, Marler, Mitchell, Rye, Strohmaier, Walzer, Wiener, and Wilkins; voted against the same: None; abstained from voting thereon: None; or were absent: None; WITNESS my hand officially this 25th day of October, 2010. Martha L. Rehbein Martha L. Rehbein, CMC City Clerk ---PAGE BREAK--- RESOLUTION NUMBER 7574 RESOLUTION RELATING TO LIMITED TAX GENERAL OBLIGATION BONDS, SERIES 2010C; DELEGATING THE NEGOTIATION OF THE PRICING OF THE SERIES 2010C BONDS TO A PRICING COMMITTEE; AND AUTHORIZING THE ISSUANCE OF AND PROVIDING FOR THE NEGOTIATED SALE THEREOF BE IT RESOLVED By the City Council (the “City Council”) of the City of Missoula, Montana (the “City”), as follows: Section 1. Sale of Series 2010C Bonds. 1.01. Statutory Authorization. Pursuant to Montana Code Annotated, Section 7-7-4104, as amended (the “Act”), a municipality such as the City is authorized to incur an obligation for any public or governmental purpose, including the purposes set forth in Montana Code Annotated, Section 7-7-4101, which obligation is a general obligation of the municipality secured by the general fund of the municipality, but not the taxing power of the municipality. Obligations issued by a municipality pursuant to the Act may be issued without submitting the question of incurring the indebtedness to the electors. The terms of the Act require that the obligations to be issued by a municipality may only be issued if: the principal amount of the obligations to be incurred by the municipality does not exceed ten percent (10%) of the general fund budget of the municipality in each of the two immediately preceding fiscal years; (ii) at the time the obligations are incurred, the debt service in the current or any future fiscal year on the obligations and any other outstanding obligations issued pursuant to the Act does not exceed two percent of the revenues deposited in the general fund of the municipality in each of the two immediately preceding fiscal years; and (iii) the term of the obligations does not exceed twenty (20) years. The Act authorizes the obligations to be sold at a public or negotiated sale, on terms and at prices that the City Council determines to be advantageous. 1.02. Proposal to Issue the Series 2010C Bonds; Compliance with Conditions of the Act. The City proposes to issue its Limited Tax General Obligation Bonds, Series 2010C (the “Series 2010C Bonds”), in an original aggregate principal amount estimated not to exceed $1,075,000, for the purpose of paying a portion of the costs of the acquisition of certain energy conservation capital equipment, accessories, and attachments for use in City facilities, and (ii) paying the costs of issuance of the Series 2010C Bonds. The Series 2010C Bonds will be general obligations of the City to which the general credit of the City is pledged, provided, however, that the Series 2010C Bonds are not secured by the taxing power of the City. The City will grant a first lien on all revenue collected and deposited in the General Fund of the City, subject to any prior pledges of such funds by the City. The City represents that it will meet the conditions of the Act as follows: The principal amount of the Series 2010C Bonds will not exceed ten percent (10%) of the General Fund budget of the City for the immediately two preceding fiscal years, i.e., $42,296,980 for the fiscal year ended June 30, 2009 and $41,958,774 for the fiscal year ended June 30, 2010. The maximum annual debt service due on the Series 2010C Bonds in any year, plus debt service on other obligations previously issued by the City pursuant to the Act, will not exceed two percent of the revenue deposited in the General Fund of the City for the fiscal year ended June 30, 2009 ($39,336,802) and the fiscal year ended June 30, 2010 ($40,600,676). The latest maturity of the Series 2010C Bonds will not be later than the date that is twenty (20) years from the anticipated date of issuance of the Series 2010C Bonds. ---PAGE BREAK--- 1.03. Sale of the Series 2010C Bonds. As described in Section 1.01 hereof, the City is authorized to sell the Series 2010C Bonds at a public or negotiated sale. In consultation with Springsted Incorporated, the City’s financial advisor (“Springsted”), it has been determined to be in the best interests of the sound financial management of the City to sell the Series 2010C Bonds in a negotiated sale to D.A. Davidson & Co. (the “Original Purchaser”). The Mayor, the City Finance Director/Treasurer, and a representative from Springsted (the “Pricing Committee”) are authorized to consider proposals from the Original Purchaser with respect to the Series 2010C Bonds and to take any other appropriate action with respect to the issuance and sale of the Series 2010C Bonds. Provided, however, that the aggregate principal amount of the Series 2010C Bonds shall not exceed $1,075,000, the final maturity of the Series 2010C Bonds shall not be later than the date that is twenty (20) years from the date of issuance of the Series 2010C Bonds, and the true interest cost of the Series 2010C Bonds shall not exceed 4.0%. The ratification of the final terms of the Series 2010C Bonds will be approved in a resolution of the City Council to be adopted after the sale of the Series 2010C Bonds. Upon the determination by the Pricing Committee that the Series 2010C Bonds are being sold within the parameters set forth in this Resolution, the Mayor, the City Finance/Director Treasurer, and the City Clerk are authorized and directed to execute and deliver a bond purchase agreement with the Original Purchaser. Section 2. General Terms of the Series 2010C Bonds. Pursuant to the Act, the City Council authorizes the negotiation of the sale of the Series 2010C Bonds by the Pricing Committee pursuant to the restrictions contained above. The Series 2010C Bonds shall be dated as of their date of issuance and shall bear interest payable semiannually on January 1 and July 1 of each year, commencing July 1, 2011, at a rate or rates negotiated by the Pricing Committee with the Original Purchaser. The City Council will designate the Series 2010C Bonds as “qualified tax-exempt obligations” pursuant to Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. The Series 2010C Bonds will be issued in minimum denominations of $5,000 each or any integral multiple thereof of single maturities. The maturity schedule of the Series 2010C Bonds may provide for a combination of serial bonds and term bonds, provided that no serial bond may mature on or after the first mandatory sinking fund redemption date of any term bond. All term bonds shall be subject to mandatory sinking fund redemption at a price of par plus accrued interest to the date of redemption. The Series 2010C Bonds are to be issued in “book entry” form as fully registered bonds and shall be executed by the manual or facsimile signatures of the Mayor, the City Finance Director/Treasurer, and the City Clerk. Section 3. Official Statement. The City Finance Director/Treasurer and other officers of the City, in cooperation with Kennedy & Graven, Chartered, P.C., Bond Counsel to the City, Springsted, and the Original Purchaser are authorized and directed to prepare on behalf of the City an official statement relating to the Series 2010C Bonds. Such official statement shall contain information as shall be advisable and necessary to describe accurately the City and the security for, and terms and conditions of, the Series 2010C Bonds. Passed by the City Council of the City of Missoula, Montana, this 25th day of October, 2010. John Engen John Engen, Mayor Attest: Martha L. Rehbein Martha L. Rehbein, CMC City Clerk ---PAGE BREAK--- MS190-18(AJP) 376483v.1