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CERTIFICATE AS TO RESOLUTION AND VOTE I, the undersigned, being the duly qualified and acting recording officer of City of Missoula, Montana (the “City”), hereby certify that the attached resolution is a true copy of a Resolution entitled: “RESOLUTION RELATING TO $3,600,000 TAX INCREMENT URBAN RENEWAL REVENUE BONDS (URBAN RENEWAL DISTRICT II), SERIES 2006; AMENDING RESOLUTION NO. 7105 AUTHORIZING THE ISSUANCE AND 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 July 17, 2006, 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notice of such meeting given as required by law; and that the Resolution has not as of the date hereof been amended or repealed.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: Ballas, Childers, Haines, Hendrickson, Jaffe, Kendall, Marler, Nicholson, Reidy, Strohmaier, and Wilkins; voted against the same: none; abstained from voting thereon: none; or were absent: Rye. WITNESS my hand and seal officially this 17th day of July, 2006. (SEAL) Martha L. Rehbein Martha L. Rehbein, City Clerk ---PAGE BREAK--- RESOLUTION NUMBER 7108 RESOLUTION RELATING TO $3,600,000 TAX INCREMENT URBAN RENEWAL REVENUE BONDS (URBAN RENEWAL DISTRICT II), SERIES 2006; AMENDING RESOLUTION NO. 7105 AUTHORIZING THE ISSUANCE AND NEGOTIATED SALE THEREOF BE IT RESOLVED by the City Council (the “Council”) of the City of Missoula, Montana (the “City”), as follows: Section 1. Recitals. 1.01. The Council adopted Resolution No. 7105 on July, 10, 2006, the Resolution Relating to $3,600,000 Tax Increment Urban Renewal Revenue Bonds (Urban Renewal District II), Series 2006; Authorizing the Issuance and Calling for the Public Sale Thereof. 1.02. The City Finance Director/Treasurer in consultation with the Director of the Missoula Redevelopment Agency, and Springsted Incorporated, its financial advisor, has determined that it would be in the best interests of the City, the Missoula Redevelopment Agency, and the project to be financed by the Series 2006 Bonds to sell the Series 2006 Bonds through a negotiated sale. Section 2. Amendment of Resolution; Sale of Bonds. Resolution No. 7105 shall be amended by replacing Section 3 thereof in its entirety with the following Section 3: Section 3. Sale of Bonds. The City hereby determines it is in the best interests of the City to sell the Series 2006 Bonds at a private, negotiated sale to Piper Jaffray & Co. of Minneapolis, Minnesota (the “Purchaser”). The Series 2006 Bonds shall be sold to the Purchaser on terms and at a purchase price within the following limitations: the aggregate principal amount of the Series 2006 Bonds shall not exceed $3,600,000; the final stated maturity of the Series 2006 Bonds shall not be more than twenty five (25 ) years after the date of issue of the Series 2006 Bonds; the Series 2006 Bonds shall be redeemable on the first interest payment date thereon after one-half their term; the maximum average rate of interest shall not exceed 6.25% per annum; the purchase price shall not be less than $3,546,000 (98.5%) of the principal amount of the Series 2006 Bonds, exclusive of original issue discount or premium, if any; and all costs of issuing the Series 2006 Bonds (including, without limitation, the fees and expenses of bond counsel, the fees of the Paying Agent and Registrar, if any, and the costs of preparing and printing the Preliminary Official Statement, the Official Statement and the Series 2006 Bonds) shall be paid by the City from the proceeds of the Series 2006 Bonds or other available funds. The Purchaser shall be responsible for costs of its counsel. The City Finance Director/Treasurer, the City’s Financial Consultant, and the Director of the Missoula Redevelopment Agency are authorized to negotiate with the Purchaser for the sale of the Series 2006 Bonds. The Mayor and the City Finance Director/Treasurer shall be authorized to enter into a bond purchase agreement on behalf of the City for the sale of the Series 2006 Bonds to the Purchaser (the “Bond Purchase Agreement”) upon the determination by the City ‘s Financial Advisor that the purchase price and interest rate are fair, reasonable and competitive and are in compliance with the limitations set forth herein. Section 3. Implied Repeals of Other Sections. To the extent that provisions of Resolution No. 7105 are inconsistent with the conduct of the negotiated sale of the Series 2006 Bonds, they are hereby repealed. Section 4. Immediate Effective Date. This resolution shall become effective immediately upon on adoption. ---PAGE BREAK--- PASSED by the City Council of the City of Missoula, Montana, this 17th day of July, 2006. Attest: Approved: Martha L. Rehbein John Engen Martha L. Rehbein, City Clerk John Engen, Mayor