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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”), hereby certify that the attached resolution is a true copy of a Resolution entitled: “RESOLUTION RELATING TO $750,000 SPECIAL IMPROVEMENT DISTRICT NO. 541 BONDS (PINE VIEW PARK); AUTHORIZING THE ISSUANCE AND CALLING FOR THE PUBLIC SALE THEREOF AND AUTHORIZING THE PLEDGE OF THE REVOLVING FUND TO THE SECURITY 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 June 22, 2009, 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notice of such meeting given as required by law; and that the Resolution has not as of the date hereof been amended or repealed.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 Council Members voted in favor thereof: Childers, Haines, Hellegaard, Hendrickson, 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 and seal officially this 22nd day of June, 2009. Martha L. Rehbein (SEAL) City Clerk ---PAGE BREAK--- 2 RESOLUTION NUMBER 7431 RESOLUTION RELATING TO $750,000 SPECIAL IMPROVEMENT DISTRICT NO. 541 BONDS (PINE VIEW PARK); AUTHORIZING THE ISSUANCE AND CALLING FOR THE PUBLIC SALE THEREOF AND AUTHORIZING THE PLEDGE OF THE REVOLVING FUND TO THE SECURITY THEREOF BE IT RESOLVED by the City Council (the “Council”) of the City of Missoula, Montana (the “City”), as follows: Section 1. Recitals. This Council has duly and validly created and established in the City under Montana Code Annotated, Title 7, Chapter 12, Parts 41 and 42, as amended (the “Act”), a special improvement district, designated as Special Improvement District No. 541 (Pine View Park) (the “District”), for the purpose of financing costs of acquiring certain land and constructing thereon certain public improvements of special benefit to the properties within the District (the “Improvements”) and paying costs incidental thereto, including costs associated with the sale and the security of special improvement district bonds of the City drawn on the District (the “Bonds”), the creation and administration of the District, and the funding of a deposit to the City’s Special Improvement District Revolving Fund (the “Revolving Fund). The total estimated costs of the Improvements, including such incidental costs, to be financed by the District are $750,000. The costs of the Improvements are to be paid from the proceeds of the Bonds, which are to be payable primarily from special assessments to be levied against property in the District, which property will be specially benefited by the Improvements in an amount not less than $750,000. It is necessary that the Bonds be issued and sold in an aggregate principal amount of $750,000 to finance the costs of the Improvements, including incidental costs, described in Subsection The costs of the Improvements are currently estimated, as follows: Construction $665,000.00 Deposit to Revolving Fund 37,500.00 Underwriter’s Discount 10,500.00 Costs of Issuance 37,000.00 $750,000.00 Section 2. Determination of Public Interest in Allowing Bond Discount. Pursuant to the authority described in Section 1, this Council hereby determines to fix the minimum price for the Bonds at $739,500 (98.6% of par), plus interest accrued thereon to the date of delivery. Such minimum bid will enable bidders to bid more efficiently for the Bonds by permitting them to submit their bids based on actual market conditions without adjusting the interest rates thereon to provide compensation for their purchase of the Bonds. This procedure will facilitate the sale of the Bonds at the lowest interest rates, which is in the best interests of the District and the City. Section 3. Findings and Determination To Pledge the Revolving Fund. In the Resolution of Intention To Create the District, adopted on October 23, 2006, this Council found it to be in the public interest, and in the best interest of the City and the District, to secure payment of principal of and interest on the Bonds by the Revolving Fund and authorized the City to enter into the undertakings and agreements authorized in the Act in respect of the Bonds, based on the factors required to be considered under Section 7-12-4225(4) of the Act. Those findings and determinations were ratified and confirmed in the resolution adopted by this Council on January 22, 2007, creating the District, and are hereby ratified and confirmed. It is hereby covenanted and recited that the City has the power under the Act to pledge the Revolving Fund to payment of the principal of and interest on the Bonds. Section 4. Terms of the Bonds. This Council hereby authorizes the issuance and sale of the Bonds, to be denominated “Special Improvement District No. 541 Bonds (Pine View Park),” of the City in ---PAGE BREAK--- 3 the aggregate principal amount of $750,000.00 for the purpose of financing the Improvements. The Bonds shall be dated, as originally issued, as of August 1, 2009, and shall bear interest payable semiannually on January 1 and July 1 of each year, commencing January 1, 2010, at a rate or rates designated by the successful bidder at public sale and approved by this Council. The Bonds shall mature, subject to redemption, on July 1 in each of the following years and principal amounts (unless combined into one or more term bonds): Year Principal Amount Year Principal Amount 2010 $30,000 2020 $35,000 2011 30,000 2021 40,000 2012 30,000 2022 40,000 2013 30,000 2023 45,000 2014 25,000 2024 45,000 2015 30,000 2025 45,000 2016 30,000 2026 45,000 2017 30,000 2027 45,000 2018 35,000 2028 50,000 2019 35,000 2029 55,000 Serial bonds shall be in the denomination of $5,000 each or any integral multiple thereof of single maturities. Bidders will have the option of combining the Bonds maturing on and after 2010 through and including 2019 and on and after 2020 through and including 2029 into one or more term bonds. If any Bonds are issued as term bonds, such term bonds will be subject to annual mandatory sinking fund redemption in the principal amounts shown in the debt service schedule shown above. The Bonds shall be issuable only as fully registered bonds and shall be executed by the manual or facsimile signatures of the Mayor, the Finance Director/Treasurer and the City Clerk. The Bonds shall be secured by the Revolving Fund. Section 5. Financial Advisor. The City hereby appoints Springsted Incorporated, of St. Paul, Minnesota (“Springsted”), as its financial advisor to act as its agent for the receipt of bids and bid security for the Bonds. Section 6. Public Sale. The Bonds shall be sold at a public competitive sale, the sealed bids for which shall be submitted to Springsted on behalf of the City or bids for the purchase of the Bonds shall be received by Springsted on behalf of the City by electronic transmission through Parity™, in either case until 11:00 a.m. MT (12:00 noon CT), on Monday, July 13, 2009, at which time bids will be opened and tabulated by Springsted and the City Finance Director/Treasurer. The tabulation of bids will be presented to the City Council at the Council’s meeting on July 13, 2009, at 7:00 p.m., MT. This Council will consider the bids and, if a responsive and acceptable bid is received, award the sale of the Bonds. Award of sale will be made to the bidder with the lowest true interest cost (“TIC”) by the City Council. The Bonds will be sold in accordance with the Official Terms and Conditions attached hereto as Exhibit A (which is hereby incorporated and made a part hereof). The City Clerk is hereby authorized and directed to cause notice of the sale to be published, as required by Montana Code Annotated, Sections 7-12-4204, 7-7-4252 and 17-5-106, in the Missoulian once each week for two successive weeks preceding the week which contains the date of sale. The notice of sale shall be published in substantially the form set forth as Exhibit B to this resolution (which is hereby incorporated herein and made a part hereof) and this Council hereby adopts the terms and conditions set forth in such notice of sale as the terms and conditions of the sale of the Bonds. Section 7. Official Statement. The City Finance Director/Treasurer, City Clerk, and other officers of the City, in cooperation with Springsted, are hereby authorized and directed to prepare on behalf of the City an official statement to be distributed to potential purchasers of the Bonds. Such official statement shall contain the terms and conditions of sale set forth in the notice of sale adopted in Section 5 and such other information as shall be advisable and necessary to describe accurately the City and the security for, ---PAGE BREAK--- 4 and terms and conditions of, the Bonds. The City Finance Director/City Treasurer is authorized on behalf of the City to deem the official statement near “final” as of its date, in accordance with Rule 15c2-12(b)(1) under the Securities Exchange Act of 1934. Section 8. Continuing Disclosure. In order to permit bidders for the Bonds and other participating underwriters in the primary offering of the Bonds to comply with paragraph of Rule 15c2-12 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934 (the “Rule”), the City will covenant and agree, for the benefit of the registered holders and beneficial owners from time to time of the outstanding Bonds, in the resolution prescribing the terms of the Bonds, to provide annual reports of specified information and notice of the occurrence of certain events, if material. The City is the only “obligated person” in respect of the Bonds within the meaning of the Rule for the purposes of disclosing information on an ongoing basis. A description of the undertaking is set forth in the Official Statement. Failure of the City to enter into an undertaking substantially similar to that described in the Official Statement would relieve the successful bidder of its obligation to purchase the Bonds. The City has complied in all material respects with any undertaking previously entered into by it under the Rule. Passed by the City Council of the City of Missoula, Montana, this 22nd day of June, 2009. John Engen John Engen Mayor ATTEST: Martha L. Rehbein Martha L. Rehbein City Clerk ---PAGE BREAK--- A-1 EXHIBIT A TERMS AND CONDITIONS $750,000 SPECIAL IMPROVEMENT DISTRICT NO. 541 BONDS (PINE VIEW PARK) CITY OF MISSOULA, MONTANA NOTICE IS HEREBY GIVEN that the City of Missoula, Montana (the “City”), will sell to the best bidder for cash, as evidenced by sealed bids or bids transmitted electronically through Parity™, the above-described Bonds drawn against the fund of Special Improvement District No. 541 (Pine View Park) in the principal amount of $750,000 (the “Bonds”). Sealed bids for the purchase of the Bonds or bids for the purchase of the Bonds by electronic transmission through Parity™ will be received on Monday, July 13, 2009, by Springsted Incorporated, the City’s Financial Advisor (“Springsted”), at 380 Jackson Street, Suite 300, St. Paul, Minnesota, 55101 on behalf of the City, in either case until 11:00 a.m., MT (12:00 noon CT), on Monday, July 13, 2009, at which time bids will be opened (or accessed) and tabulated by Springsted and the City Finance Director/Treasurer. The City Council of the City will meet at 7:00 p.m. on the same day at the Council Chambers to consider the bids received and, if a responsive and acceptable bid is received, award the sale of the Bonds to the responsive bidder whose bid reflects the lowest true interest cost (TIC). Bids may be submitted by facsimile to Springsted at (651) 223-3046 until 11:00 a.m., MT (12:00 noon CT), on Monday, July 13, 2009. Book Entry The Bonds will be issued by means of a book entry system with no physical distribution of Bonds made to the public. The Bonds will be issued in fully registered form and one Bond, representing the aggregate principal amount of the Bonds maturing in each year, will be registered in the name of Cede & Co. as nominee of The Depository Trust Company New York, New York, which will act as securities depository of the Bonds. Individual purchases of the Bonds may be made in the principal amount of $5,000 or any multiple thereof of a single maturity, through book entries made on the books and records of DTC and its participants. Principal and interest are payable by the registrar to DTC or its nominee as registered owner of the Bonds. Transfer of principal and interest payments to participants of DTC will be the responsibility of DTC; transfer of principal and interest payments to beneficial owners by participants will be the responsibility of such participants and other nominees of beneficial owners. The purchaser, as a condition of delivery of the Bonds, will be required to deposit the Bonds with DTC. ---PAGE BREAK--- A-2 Purpose and Security The Bonds will be issued for the purpose of financing the cost of acquisition of certain land and construction of certain local improvements (the “Improvements”), or reimbursing the City the cost thereof, within or for the benefit of Special Improvement District No. 541 (Pine View Park) (the “District”), in accordance with the provisions of Montana Code Annotated, Title 7, Chapter 12, Parts 41 and 42, as amended (the “Act”). The Bonds will be special, limited obligations of the City and do not constitute general obligations of the City. The Bonds are payable primarily from the collection of a special assessment which is a lien against the assessable real property within the District benefited by the Improvements to be undertaken therein or therefor. The special assessments are payable in semiannual installments over a term not exceeding 20 years, each in substantially equal semiannual installments of principal and interest over a period of 20 years, at an annual rate of interest equal to the sum of the average rate of interest borne by the then outstanding Bonds, plus (ii) one-half of one percent (0.50%) per annum. The Bonds are secured by the Special Improvement District Revolving Fund of the City (the “Revolving Fund”) into which $37,500 will be deposited from the proceeds of the Bonds. The City will agree to make a loan from the Revolving Fund to the district fund established for the District (the “District Fund”) to make good any deficiency then existing in the principal and interest accounts therein and to provide funds for the Revolving Fund by levying a tax or making a loan from the City’s general fund to the extent and for the period authorized by the Act. Date and Type The Bonds will be dated, as originally issued, as of August 1, 2009, and will be issued as negotiable investment securities in registered form as to both principal and interest. Maturities and Form The Bonds shall mature, subject to redemption, on July 1 in the following years and amounts (unless combined into one or more term bonds): Year Principal Amount Year Principal Amount 2010 $30,000 2020 $35,000 2011 30,000 2021 40,000 2012 30,000 2022 40,000 2013 30,000 2023 45,000 2014 25,000 2024 45,000 2015 30,000 2025 45,000 2016 30,000 2026 45,000 2017 30,000 2027 45,000 2018 35,000 2028 50,000 2019 35,000 2029 55,000 Serial bonds shall be in the denomination of $5,000 each or any integral multiple thereof of single maturities. Bidders will have the option of combining the Bonds maturing on and after 2010 through and including 2019 and on and after 2020 through and including 2029 into one or more term bonds. If any Bonds are issued as term bonds, such term bonds will be subject to annual mandatory sinking fund redemption on each July 1, concluding no later than 2029, at a redemption price equal to the principal amount of such Bonds or portions thereof to be redeemed with interest accrued thereon and payable on January 1 and July 1 to the redemption date, in installments and in the same amounts and on the same dates as the bonds would have matured if they were not included in a term bond. Redemption ---PAGE BREAK--- A-3 Mandatory Redemption. If on any interest payment date there will be a balance in the District Fund after payment of the principal and interest due on all Bonds drawn against it, either from the prepayment of special assessments levied in the District or from the transfer of surplus money from the Construction Account to the Principal Account, outstanding Bonds, or portions thereof, in an amount which, together with the interest thereon to the interest payment date, will equal the amount of such funds on deposit in the District Fund on that date are subject to mandatory redemption on that interest payment date. The redemption price shall equal the amount of the principal amount of the Bonds to be redeemed plus interest accrued to the date of redemption. This mandatory redemption feature is in addition to annual mandatory sinking fund redemption that would be applicable if any of the Bonds are combined into term bonds, as discussed more particularly above. Optional Redemption. The Bonds are subject to redemption, in whole or in part, at the option of the City from sources of funds available therefor other than those described under “Mandatory Redemption” on the terms of this paragraph. The Bonds with stated maturities on or after July 1, 2020 will be subject to redemption on July 1, 2019, and any date thereafter, at the option of the City, in whole or in part, at a redemption price equal to the principal amount thereof to be redeemed plus interest accrued to the redemption date, without premium. Selection of Bonds for Redemption. If less than all of the Bonds are to be redeemed, Bonds shall be redeemed in order of the stated maturities thereof. If less than all Bonds of a stated maturity are to be redeemed, the Bonds of such maturity shall be selected for redemption in $5,000 principal amounts selected by the Registrar by lot or other manner it deems fair. Interest Payment Dates, Rates Interest will be payable each January 1 and July 1, commencing January 1, 2010, to the registered owners of the Bonds as such appear in the bond register as of the close of business on the 15th day (whether or not a business day) of the immediately preceding month. All Bonds of the same stated maturity must bear interest from date of original issue until paid at a single, uniform rate. Each rate must be expressed in an integral multiple of 1/8 or 5/100 of Interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest rates must be in level or ascending order. Bond Registrar, Transfer Agent and Paying Agent The City shall select a bond registrar, transfer agent and paying agent (the “Registrar”) in connection with the Bonds. The bond register will be kept, transfers of ownership will be effected and principal of and interest on the Bonds will be paid by the Registrar. The City will pay the charges of the Registrar for such services. The City reserves the right to remove the Registrar and to appoint a successor. Delivery Within 45 days after the sale, the City will deliver to the Registrar the printed Bonds ready for completion and authentication. The original purchaser of the Bonds must notify the Registrar, at least five business days before issuance of the Bonds, of the persons in whose names the Bonds will be initially registered and the denominations of the Bonds to be originally issued. If notification is not received by that date, the Bonds will be registered in the name of the original purchaser and, if serial bonds, will be issued in denominations corresponding to the principal maturities of the Bonds. On the day of closing, the City will furnish to the purchaser the opinion of Bond Counsel hereinafter described, an arbitrage certification and a certificate stating that no litigation in any manner questioning the validity of the Bonds is then pending or, to the knowledge of officers of the City, threatened. Payment for the Bonds must be received by the City in immediately available funds at its designated depository on the day of closing. The successful bidder shall submit to the City Clerk not earlier than 48 hours after the award of sale and not later than the day of closing a certificate, in form satisfactory to Bond Counsel, as to the initial reoffering price of each stated maturity of the Bonds and stating that at least ten percent of the principal amount of such Bonds of each stated maturity has been sold at such respective prices. ---PAGE BREAK--- A-4 Legal Opinion An opinion as to the validity of the Bonds and the exclusion of the interest thereon from gross income for federal income tax purposes and Montana individual income tax purposes will be furnished by Dorsey & Whitney LLP, of Missoula, Montana, and Minneapolis, Minnesota, as Bond Counsel. The legal opinion will state that the Bonds are valid and binding special, limited obligations of the City enforceable in accordance with their terms, except to the extent to which enforceability thereof may be limited by the exercise of judicial discretion or by state or federal laws relating to bankruptcy, reorganization, moratorium or creditors’ rights. Type of Bid and Good Faith Deposit Bids must be for all of the Bonds in a principal amount not less than $739,500 (98.6% of par) and accrued interest on the principal sum of $750,000.00 and must be unconditional. Bids may be transmitted electronically through Parity™ in accordance with these terms and conditions or may be sent to the offices of Springsted at 380 Jackson Street, Suite 300, St. Paul, Minnesota, 55101, the City’s agent, for receipt of bids. Except for a bid by or on behalf of the Board of Investments of the State of Montana, a good faith deposit (the “Deposit”) in the form of money, cashier’s check, certified check, bank money order, or bank draft drawn and issued by a federally chartered or state chartered bank insured by the federal deposit insurance corporation, a financial surety bond, or a wire transfer as described below in the sum of $15,000 payable to the order of the City is required for a bid to be considered. If money, cashier’s check, certified check, bank money order, or bank draft is used, it must accompany the bid and be delivered to Springsted. If a financial surety bond is used, it must be from an insurance company licensed to issue such a bond in the State of Montana and pre-approved by the City. Such bond must be submitted to Springsted Incorporated prior to the opening of the proposals. The Financial Surety Bond must identify each underwriter whose Deposit is guaranteed by such Financial Surety Bond. If the Bonds are awarded to an underwriter using a Financial Surety Bond, then that underwriter is required to submit its deposit to the City in the form of a certified or cashier’s check or wire transfer as instructed by Springsted not later than 3:30 p.m., Central Time on the next business day following the award. If such deposit is not received by that time, the financial surety bond may be drawn by the City to satisfy the deposit requirement. If the deposit is by wire transfer it should be sent to Springsted according to the following instructions: Wells Fargo Bank, N.A., San Francisco, CA 94104 ABA #121000248 For credit to Springsted Incorporated, Account #[PHONE REDACTED] Contemporaneously with such wire transfer, the bidder shall send an e-mail to [EMAIL REDACTED], including the following information; indication that a wire transfer has been made, (ii) the amount of the wire transfer, (iii) the issue to which it applies, and (iv) the return wire instructions if such bidder is not awarded the Bonds. No interest on the Deposit will accrue to the purchaser. The Deposit will be applied to the purchase price of the Bonds. In the event the purchaser fails to honor its accepted bid, the Deposit will be retained by the City as liquidated damages. The Deposit of the unsuccessful bidders will be returned immediately on award of the Bonds to the purchaser or after rejection of all bids. Instructions for wiring the Deposit may be obtained from Brentt Ramharter, Finance Director/Treasurer, 435 Ryman Street, Missoula, Montana 59802, (406) 552-6108. ---PAGE BREAK--- A-5 Award The City will consider sealed facsimile bids or bids transmitted electronically through the Parity™ system. The bid having the lowest true interest cost (TIC) (the net present value of the total interest on all Bonds from August 1, 2009, to their maturities, less any premium or plus any discount), will be deemed the most favorable. In the event that two or more bids state the lowest true interest cost, the sale of the Bonds will be awarded by lot. No oral bid will be considered. The City reserves the rights to reject any and all bids, to waive informalities in any bid and to adjourn the sale. Electronic Transmission To the extent any instructions or directions set forth in ParityTM conflict with this Notice of Sale, the terms of this Notice of Sale shall control. For further information about ParityTM, potential bidders may contact the Financial Advisor, Springsted Incorporated at (651) 223-3000 (Bond Services), or ParityTM at (212) 404-8102 (Client Services). In the event of a malfunction in the electronic bidding process, bidders may submit their bids by sealed bid including facsimile transmission to the City Clerk, Martha Rehbein, at facsimile number (406) 258-4896 (phone (406) 552-6078). CUSIP Numbers The City will assume no obligation for the assignment or printing of CUSIP numbers on the Bonds or for the correctness of any numbers printed thereon, but will permit such numbers to be assigned and printed at the expense of the purchaser, if the original purchaser waives any delay in delivery occasioned thereby. Official Statement The City will prepare an Official Statement relating to the Bonds which the City will deem, for purposes of SEC Rule 15c2-12, to be final as of its date. The City will deliver, at closing, a certificate executed by the Mayor and the City Clerk to the effect that, to the best of their knowledge, as of the date of closing, the information contained in the Official Statement, including any supplement thereto, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading; provided that no comment will be made with respect to any information provided by the successful bidder for inclusion in any supplement to the Official Statement. By submitting a bid for the Bonds, the successful bidder agrees: to disseminate to all members of the underwriting syndicate copies of the Official Statement, including any supplements prepared by the City, to file a copy of the Official Statement, including any supplement prepared by the City, with a nationally recognized municipal securities repository, and to take any and all other actions necessary to comply with applicable rules of the Securities and Exchange Council and the Municipal Securities Rulemaking Board governing the offering, sale and delivery of the Bonds to ultimate purchasers. Within seven business days after the sale the City will furnish to the successful bidder without charge up to copies of the final Official Statement relating to the Bonds. The successful bidder must notify the City Clerk in writing within seven business days after the award of sale of the Bonds if it requires additional copies of the Official Statement. The cost of additional copies shall be paid by the successful bidder. Continuing Disclosure In order to permit bidders for the Bonds and other participating underwriters in the primary offering of the Bonds to comply with paragraph of Rule 15c2-12 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934 (the “Rule”), the City will covenant and agree, for the benefit of the registered holders and beneficial owners from time to time of the outstanding Bonds, in the resolution prescribing the terms of the Bonds, to provide annual reports of specified ---PAGE BREAK--- A-6 information and notice of the occurrence of certain events, if material. The City is the only “obligated person” in respect of the Bonds within the meaning of the Rule for the purposes of disclosing information on an ongoing basis. A description of the undertaking is set forth in the Official Statement. Failure of the City to enter into an undertaking substantially similar to that described in the Official Statement would relieve the successful bidder of its obligation to purchase the Bonds. The City has complied in all material respects with any undertaking previously entered into by it under the Rule. Information for bidders and bidding forms may be obtained from Brentt Ramharter, the City Finance Director/Treasurer, in Missoula, Montana, telephone (406) 552-6108, or from Springsted Incorporated in St. Paul, Minnesota, telephone (651) 223-3000, financial consultants to the City. Dated: June 22, 2009. BY ORDER OF THE CITY COUNCIL Martha L. Rehbein Martha L. Rehbein City Clerk City of Missoula, Montana ---PAGE BREAK--- B-1 EXHIBIT B NOTICE OF BOND SALE $750,000 SPECIAL IMPROVEMENT DISTRICT NO. 541 BONDS CITY OF MISSOULA, MONTANA NOTICE IS HEREBY GIVEN that the City Council (the “Council”) of the City of Missoula, Montana (the “City”), will receive sealed bids, or bids by electronic transmission through Parity™, for the purchase of $750,000 Special Improvement District No. 541 Bonds (Pine View Park) (the “Bonds”) in the offices of Springsted Incorporated, the City’s Financial Advisor (“Springsted”), at 380 Jackson Street, Suite 300, St. Paul, Minnesota, 55101 on behalf of the City, in either case until 11:00 a.m., MT (12:00 noon CT), on Monday, July 13, 2009, at which time the bids will be opened (or accessed) and tabulated by Springsted and the City Finance Director/Treasurer. The bids will be presented to the City Council at its regular meeting at 7:00 p.m. on the same day at the Council Chambers, at which time the Council will consider the bids received, and if a responsive and acceptable bid is received, the Council will award sale of the Bonds to the responsive bidder whose bid reflects the lowest true interest cost (TIC). The Bonds are being issued for the purpose of financing the cost of acquisition of certain land and construction of certain local improvements (the “Improvements”), or reimbursing the City the cost thereof, within or for the benefit of Special Improvement District No. 541 (the “District”); and paying costs associated with the sale and issuance of the bonds. The Bonds shall mature, subject to redemption, on July 1 in the following years and amounts (unless combined into one or more term bonds): Year Principal Amount Year Principal Amount 2010 $30,000 2020 $35,000 2011 30,000 2021 40,000 2012 30,000 2022 40,000 2013 30,000 2023 45,000 2014 25,000 2024 45,000 2015 30,000 2025 45,000 2016 30,000 2026 45,000 2017 30,000 2027 45,000 2018 35,000 2028 50,000 2019 35,000 2029 55,000 The Bonds shall be issuable only as fully registered bonds and shall be executed by the manual or facsimile signatures of the Mayor, the City Clerk, and the City Finance Director/Treasurer. The Bonds shall be secured by the City’s Special Improvement District Revolving Fund. Serial bonds shall be in the denomination of $5,000 each or any integral multiple thereof of single maturities. Bidders will have the option of combining the Bonds maturing on and after 2010 through and including 2019 and on and after 2020 through and including 2029 into one or more term bonds. If any Bonds are issued as term bonds, such term bonds will be subject to annual mandatory sinking fund redemption on each July 1, concluding no later than 2029, at a redemption price equal to the principal amount of such Bonds or portions thereof to be redeemed with interest accrued thereon and payable on January 1 and July 1 to the redemption date, in installments and in the same amounts and on the same dates as the bonds would have matured if they were not included in a term bond. The Bonds shall be dated, as originally issued, as of August 1, 2009, and shall bear interest payable semiannually on January 1 and July 1 of each year, commencing January 1, 2010, at a rate or rates designated by the successful bidder at public sale and approved by this Council; provided that interest rates must be in level or ascending order, no supplemental or B coupons or additional interest certificates shall be permitted and rates shall be expressed in integral multiples of 1/8 or 5/100 of one ---PAGE BREAK--- B-2 percent. The Bonds with stated maturities on or after July 1, 2020 will be subject to redemption on July 1, 2019, and any date thereafter, at the option of the City, in whole or in part, at a redemption price equal to the principal amount thereof to be redeemed plus interest accrued to the redemption date, without premium. The Bonds are also subject to mandatory redemption on an interest payment date if the amounts in the District Fund, either from prepayment of assessments or transfers from the Construction Account to the Principal Account, are sufficient to pay outstanding Bonds, or portions thereof, with interest thereon to that interest payment date. The Bonds will be sold for not less than $739,500 (98.6% of par) with accrued interest on the principal amount of the Bonds to the date of their delivery. The Council reserves the right to reject any and all bids, to waive any informality in any bid, and to adjourn the sale. A good faith deposit in the form of money, cashier’s check, certified check, bank money order, or bank draft drawn and issued by a federally chartered or state chartered bank insured by the Federal Deposit Insurance Corporation or a financial surety bond in the sum of 2% of the aggregate principal amount of the Bonds ($15,000) payable to the order of the City is required for each bid to be considered, as further specified in the Official Terms and Conditions of Sale. Copies of the Official Terms and Conditions of Sale and additional information may be obtained from Springsted at 380 Jackson Street, Suite 300, St. Paul, Minnesota, 55101-2887, phone (651) 223- 3068. Prospective bidders should consult the Official Terms and Conditions of Sale and the Preliminary Official Statement for a detailed description of the Bonds, the security therefor, and the form of legal opinion proposed to be rendered by Dorsey & Whitney LLP, of Missoula, Montana, and Minneapolis, Minnesota, as bond counsel. To the extent any instructions or directions set forth in ParityTM conflict with this Notice of Bond Sale, the terms of this Notice of Bond Sale shall control. For further information about ParityTM, potential bidders may contact Springsted at (651) 223-3000 (Bond Services), or ParityTM at (212) 404-8102 (Client Services). In the event of a malfunction in the electronic bidding process, bidders may submit their bids by sealed bid including facsimile transmission to the City Clerk, Martha Rehbein, at facsimile number (406) 258-4896 (phone (406) 552-6078) or to Springsted at (651) 223-3046. Dated: June 22, 2009. BY ORDER OF THE CITY COUNCIL Martha L. Rehbein Martha L. Rehbein City Clerk City of Missoula, Montana Publish: June 28, 2009 and July 5, 2009