Document Missoula_doc_4a258a5b2e

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 POOLED SPECIAL SIDEWALK, CURB, GUTTER AND ALLEY APPROACH BONDS, SERIES 2010A; AUTHORIZING THE ISSUANCE AND CALLING FOR THE PUBLIC SALE THEREOF AND MAKING CERTAIN FINDINGS WITH RESPECT TO THE PLEDGE OF THE REVOLVING FUND OF THE CITY OF MISSOULA TO THE SECURITY THEREFOR” (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 May 17, 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notice of such meeting given as required by law; and that the Resolution has not as of the date hereof been amended or repealed.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: voted against the same: abstained from voting thereon: or were absent: WITNESS my hand officially this day of May, 2010. City Clerk ---PAGE BREAK--- RESOLUTION NO. RESOLUTION RELATING TO POOLED SPECIAL SIDEWALK, CURB, GUTTER AND ALLEY APPROACH BONDS, SERIES 2010A; AUTHORIZING THE ISSUANCE AND CALLING FOR THE PUBLIC SALE THEREOF AND MAKING CERTAIN FINDINGS WITH RESPECT TO THE PLEDGE OF THE REVOLVING FUND OF THE CITY OF MISSOULA TO THE SECURITY THEREFOR BE IT RESOLVED by the City Council (the “City Council”) of the City of Missoula, Montana (the “City”), as follows: Section 1. Recitals. The City is authorized pursuant to Montana Code Annotated, Section 7-14-4109, as amended (the “Act”), to order the construction of sidewalks, curbs or gutters in front of any lot or parcel of land and may order alley approaches constructed or replaced adjacent to any lot or parcel of land within the City. By initial orders (the “Orders”), the City Council has ordered certain sidewalk, curb, gutter and alley approach projects, as further discussed in Section 2 hereof (the “Projects”). The Orders were duly entered in the minutes of the City Council and set forth the names of the streets along which sidewalks, curbs or gutters are to be constructed or along which the alley approaches are to be constructed or replaced. As provided in the Orders and in accordance with the Act, written notice of the Orders was given to the owners or agents of owners of lots or parcels of land against which the costs of the proposed construction or reconstruction of sidewalks, curbs, gutters, or alley approaches (collectively, the “Improvements”) were to be assessed and of their option to cause the Improvements benefiting their property to be constructed. Subsequent to the expiration of the thirty (30) day-notice period in the Orders, the City determined which of the proposed Improvements have been or will be constructed by the owners of the adjacent property and which of the proposed Improvements will be constructed or financed by the City. The Improvements are located within the Projects as identified in Section 2 hereof. The total estimated costs of the Improvements to be constructed or which have been constructed by the City are $[885,000], which costs include incidental costs, a deposit to the City’s Special Improvement District Revolving Fund (the “Revolving Fund”), and costs of issuance for the Series 2010A Bonds (as defined herein). The City is authorized to pay the costs of the Improvements by the issuance of special sidewalk, curb, gutter and alley approach warrants or bonds drawn against a fund to be known as the Special Sidewalk, Curb, Gutter and Alley Approach Fund and to secure such bonds by the Revolving Fund created pursuant to Montana Code Annotated, Section 7-12-4221, as amended. The total costs of the Improvements are to be paid from the proceeds of Pooled Special Sidewalk, Curb, Gutter and Alley Approach Bonds, Series 2010A (the “Series 2010A Bonds”), to be issued by the City in an original aggregate amount not less than [$885,000], and which Series 2010A Bonds are to be payable primarily from special assessments to be levied against property which will be specially benefited by the Improvements, on the basis described in each of the Orders. It is necessary that the Series 2010A Bonds be issued and sold in an original aggregate principal amount estimated not to exceed $[885,000], to finance a portion of the costs of the Improvements, (ii) a deposit to the Revolving Fund, and (iii) costs of issuance for the Bonds, including underwriter’s discount. The costs of the Improvements to be paid by the Series 2010A Bonds, including incidental costs, are currently estimated as follows: ---PAGE BREAK--- 2 Construction of Improvements, including Capitalized Interest $787,772.93 Revolving Fund Deposit 44,250.00 Costs of Issuance, including Rounding Amount 40,587.07 Underwriter’s Discount 12,390.00 Total $885,000.00 The City is authorized by Montana Code Annotated, Section 7-12-4193, as amended, to issue and sell special sidewalk, curb, gutter and alley approach bonds, such as the Series 2010A Bonds, for more than one project in a single offering on a pooled basis upon a determination that such pooling is in the best interests of the City and the property owners whose property will be assessed for the Improvements. Section 2. Allocation of Proceeds to Various Projects. Series 2010A Bond proceeds will be allocated to the following Projects in the respective principal amounts set forth below, with incidental costs allocated pro-rata thereto. EXHIBIT A to this Resolution contains a list of all the properties located in the Projects to be assessed for the costs of the Improvements. The assessments to be levied for the Projects shall not be less than Project No. Project Name Principal Amount 07-040 Rattlesnake Drive – Pineview to Stanley $30,657.23 07-042 Johnson Street – 3rd to 11th and Grant Street 8th to 10th 77,549.79 07-044 Johnson Street – 14th to North 30,927.21 07-045 14th Street – Johnson to Eaton 118,899.61 08-004 Lolo Street – Missoula Avenue to Rattlesnake Drive 99,753.23 08-008 Stephens/McDonald Avenue Area 25,955.59 08-043 Slant Streets Area Phase II 177,795.03 09-037 Alley Paving 1500 Block Philips/Sherwood 762.43 09-001 Miscellaneous Parcels 322,699.88 Total $885,000.00 Section 3. Determination of Public Interest in Allowing Bond Discount. The minimum price for the Series 2010A Bonds is $[872,610] of par), plus interest accrued thereon to the date of delivery. Such minimum bid will enable bidders to bid more efficiently for the Series 2010A 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 Series 2010A Bonds. This procedure will facilitate the sale of the Series 2010A Bonds at the lowest interest rates, which is in the best interests of the City and the property owners whose property will be assessed for the Improvements. Section 4. Method of Financing; Pledge of Revolving Fund; Findings and Determinations. This City Council further finds it is in the public interest, and in the best interests of the City and the Projects, to secure payment of principal of and interest on the Series 2010A Bonds by the Revolving ---PAGE BREAK--- 3 Fund, and therefore authorizes the City to enter into the undertakings and agreements authorized in Montana Code Annotated, Section 7-12-4225, as amended, with respect to pledging the Revolving Fund as security for the Series 2010A Bonds. In determining to authorize such undertakings and agreements, this City Council has taken into consideration the following factors: Estimated Market Value of Parcels. The special assessments to be levied against each lot, tract or parcel for the Improvements, as a general matter, are insignificant in comparison to the estimated market value of such lot, tract or parcel located in the Projects after the Improvements are completed. Diversity of Property Ownership. Most of the lots, tracts or parcels located in the Projects are under separate ownership. Given the diversity of ownership, it is unlikely that financial difficulties would arise that would require the City to extend a substantial loan to one property owner from the Revolving Fund. Comparison of Special Assessments, Property Taxes and Market Value. The estimated total principal amount of the assessments for the Improvements range from $174.45 to $30,760.62 on a per property basis. Given the amount of the proposed assessments for the Improvements, the amount of other special assessments and property taxes levied against the various parcels in the area of the Projects, the respective estimated market value of said parcels after the Improvements are completed, and the relation between the respective proposed assessments and the respective estimated market value of each parcel located in the Projects, if the City had to enforce assessment liens against the properties for the Improvements, there would be more than sufficient value in the properties to secure the obligations to the City. Delinquencies. The outstanding special assessment and property tax delinquency rates for properties located in the Projects are no greater than the delinquency rates of the City at large, and therefore, no unusual need for loans from the Revolving Fund are expected. Public Benefit of the Improvements. Based on current City subdivision and site development ordinances, and under City Council policies, the costs of installation of new curb, gutter, sidewalk, and alley approaches are to be borne by adjoining property owners. The availability of safe curbs, gutters, sidewalks and alley approaches has general benefit to the community at large as well as special benefit to the property owners to be assessed, and therefore, the use of the Revolving Fund to secure the Series 2010A Bonds is in the public interest. Section 5. Public Hearing Regarding Revolving Fund Pledge. The City Clerk is authorized and directed to publish notice of a public hearing concerning the pledge of the Revolving Fund to the payment of the Series 2010A Bonds in substantially the form of the attached EXHIBIT B, which public hearing will be held Monday, 2010, at or after 7:00 p.m., M.T, in the City Council Chambers at Missoula City Hall located at 140 West Pine Street, Missoula, Montana, at which all interested parties will be allowed to testify. The City Council will also consider all written comments submitted to the City Clerk prior to the public hearing or submitted to the City Council during the public hearing. Section 6. Terms of the Series 2010A Bonds. This City Council authorizes the issuance and sale of the Series 2010A Bonds, to be referred to as the “Pooled Special Sidewalk, Curb, Gutter and Alley Approach Bonds, Series 2010A,” of the City in the estimated original aggregate principal amount of $[885,000], for the purposes of financing a portion of the costs of the Improvements, (ii) funding a ---PAGE BREAK--- 4 deposit to the Revolving Fund, and (iii) paying the costs of issuance for the Series 2010A Bonds. The Series 2010A Bonds shall be dated, as originally issued, as of July 2010, and shall bear interest payable semiannually on January 1 and July 1 of each year, commencing July 1, 2011, at a rate or rates designated by the successful bidder at public sale and approved by this City Council. The Series 2010A Bonds shall mature on July 1 in each of the following years and amounts (unless combined into one or more term bonds): Year Principal Amount Year Principal Amount 2011 $85,000 2021 $20,000 2012 85,000 2022 20,000 2013 85,000 2023 20,000 2014 80,000 2024 20,000 2015 75,000 2025 20,000 2016 75,000 2026 20,000 2017 75,000 2027 20,000 2018 75,000 2028 20,000 2019 25,000 2029 20,000 2020 25,000 2030 20,000 Bidders will have the option of combining the Series 2010A Bonds into one or more term bonds. If any Series 2010A 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 2030, at a redemption price equal to the principal amount of such Series 2010A Bonds or portions thereof to be redeemed with interest accrued thereon and payable on January 1 and July 1 to the mandatory redemption date, in installments and in the same amounts and same dates as the Series 2010A Bonds would have matured if they were not included in a term bond. The Series 2010A Bonds, whether issued as serial or term bonds, shall be in the denomination of $5,000 each or any integral multiple thereof of single maturities. The Series 2010A Bonds shall be issuable only 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. The Series 2010A Bonds shall be secured by the Revolving Fund and shall be issued in “book-entry” only form. Section 7. Public Sale. The Series 2010A Bonds shall be sold at a public competitive sale which is called for on June 14, 2010, at 11:00 a.m., M.T., in accordance with the terms and conditions attached hereto as EXHIBIT C, and, if a responsive and acceptable bid is received, award of the sale is to be made at a regular meeting of this City Council on June 14, 2010, at or after 7:00 p.m., M.T. The City will receive sealed or electronic bids for the Series 2010A Bonds in accordance with the notice of sale hereinafter prescribed. The City Clerk is authorized and directed to cause notice of the sale of the Series 2010A Bonds 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 consecutive weeks preceding the week which contains the date of sale of the Series 2010A Bonds. The notice of sale shall be published and mailed in substantially the form set forth as EXHIBIT C to this Resolution and this City Council adopts the terms and conditions set forth in such notice of sale as the terms and conditions of the sale of the Series 2010A Bonds. Section 8. Official Statement. The City Finance Director/Treasurer and other officers of the City, in cooperation with Springsted Incorporated, Saint Paul, Minnesota, financial consultants to the ---PAGE BREAK--- 5 City, are authorized and directed to prepare on behalf of the City an official statement, and an addendum to such official statement (collectively, the “Official Statement”), to be distributed to potential purchasers of the Series 2010A Bonds. The Official Statement will contain the terms and conditions of sale of the Series 2010A Bonds set forth in the notice of sale adopted in Section 7 hereof and such other information as shall be advisable and necessary to describe accurately the City and the security for, and terms and conditions of, the Series 2010A Bonds. The Official Statement shall be deemed final by the City within the meaning of the Rule (as defined herein). Section 9. Continuing Disclosure. Because the Series 2010A Bonds are being issued in an original aggregate principal amount of less than $1,000,000, the Series 2010A Bonds are exempt from the provisions of paragraph of Rule 15c2-12, promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934 (the “Rule”). However, the City will covenant and agree, for the benefit of the registered holders and beneficial owners from time to time of the outstanding Series 2010A Bonds, in a Continuing Disclosure Undertaking, to comply with the provisions of the Rule and provide annual reports of specified information and notice of the occurrence of certain events, if material. The City is the only “obligated person” with respect of the Series 2010A Bonds within the meaning of the Rule for the purposes of disclosing information on an ongoing basis. The form of the Continuing Disclosure 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 Series 2010A Bonds. Passed by the City Council of the City of Missoula, Montana, this 17th day of May, 2010. Mayor Attest: City Clerk ---PAGE BREAK--- A-1 EXHIBIT A PROPERTIES TO BE ASSESSED ---PAGE BREAK--- B-1 EXHIBIT B NOTICE OF PUBLIC HEARING WITH RESPECT TO THE PLEDGE OF THE SPECIAL IMPROVEMENT DISTRICT REVOLVING FUND OF THE CITY OF MISSOULA, MONTANA TO POOLED SPECIAL SIDEWALK, CURB, GUTTER AND ALLEY APPROACH BONDS, SERIES 2010A CITY OF MISSOULA, MONTANA NOTICE IS HEREBY GIVEN That on May 17, 2010, the City Council of the City of Missoula, Montana (the “City”), adopted a Resolution Relating to Pooled Special Sidewalk, Curb, Gutter and Alley Approach Bonds, Series 2010A; Authorizing the Issuance and Calling for the Public Sale Thereof and Making Certain Findings with Respect to the Pledge of the Revolving Fund of the City of Missoula to the Security Therefor (the “Resolution”). The City will issue its Pooled Special Sidewalk, Curb, Gutter and Alley Approach Bonds, Series 2010A (the “Series 2010A Bonds”), in an original aggregate principal amount estimated not to exceed $[885,000], in order to finance a portion of the costs of certain sidewalk, curb, gutter, and alley approach improvements throughout the City (the “Improvements”), (ii) fund a deposit to the Special Improvement District Revolving Fund of the City (the “Revolving Fund”), and (iii) pay certain costs associated with the issuance of the Series 2010A Bonds. Principal of and interest on the Series 2010A Bonds will be paid primarily from special assessments levied against the property located in the Projects, as identified in the Resolution. Subject to the limitations of Montana Code Annotated, Section 7-12- 4222, the general fund of the City may be used to provide loans to the Revolving Fund or a general tax levy may be imposed on all taxable property in the City to meet the financial requirements of the Revolving Fund. Pursuant to the Resolution, the City Council found it to be in the public interest, and in the best interests of the City and the Projects, to secure payment of principal of and interest on the Series 2010A Bonds by the Revolving Fund, and authorized the City to enter into undertakings and agreements therefor with respect to the Revolving Fund and the Series 2010A Bonds. On Monday, 2010, at or after 7:00 p.m., in the City Council Chambers at Missoula City Hall, located at 140 West Pine Street, Missoula, Montana, the City Council will conduct a public hearing on the pledge of the Revolving Fund to the above-referenced Series 2010A Bonds. Further information regarding the Improvements, the Revolving Fund, the Series 2010A Bonds or other matters in respect thereof may be obtained from the City Clerk at City Hall, 435 Ryman Street, Missoula, Montana, or by telephone at (406) 552-6078. Dated: 2010. BY ORDER OF THE CITY COUNCIL OF THE CITY OF MISSOULA, MONTANA Marty Rehbein City Clerk Publish: 2010 2010 ---PAGE BREAK--- C-2 EXHIBIT C NOTICE OF BOND SALE $[885,000] CITY OF MISSOULA, MONTANA POOLED SPECIAL SIDEWALK, CURB, GUTTER AND ALLEY APPROACH BONDS, SERIES 2010A 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, the above-referenced bonds (the “Series 2010A Bonds”) drawn against the funds of the following special sidewalk, curb, gutter and alley approach projects (the “Projects”) in the City, plus incidental costs related to the Series 2010A Bonds, in the respective principal amounts set forth below: Project No. Project Name Principal Amount 07-040 Rattlesnake Drive – Pineview to Stanley $30,657.23 07-042 Johnson Street – 3rd to 11th and Grant Street 8th to 10th 77,549.79 07-044 Johnson Street – 14th to North 30,927.21 07-045 14th Street – Johnson to Eaton 118,899.61 08-004 Lolo Street – Missoula Avenue to Rattlesnake Drive 99,753.23 08-008 Stephens/McDonald Avenue Area 25,955.59 08-043 Slant Streets Area Phase II 177,795.03 09-037 Alley Paving 1500 Block Philips/Sherwood 762.43 09-001 Miscellaneous Parcels 322,699.88 Total $885,000.00 Sealed bids for the purchase of the Series 2010A Bonds will be received at the office of the City Clerk of the City of Missoula, City Hall, 435 Ryman Street, Missoula, Montana, or bids for the purchase of the Series 2010A Bonds will be received by the City by electronic transmission through ParityTM, in either case until 11:00 a.m., M.T., on Monday, June 14, 2010. The bids will be opened (or accessed) and tabulated and the City Council of the City will meet on the same day in the City Council Chambers at Missoula City Hall located at 435 Ryman Street, Missoula, Montana, to consider the bids received and, if a responsive and acceptable bid is received, award the sale of the Series 2010A Bonds to the responsive bidder whose bid reflects the lowest true interest cost (TIC). Bids may be submitted by facsimile to the City Clerk at (406) 258-4904 or to Springsted Incorporated at (651) 223-3046 until 11:00 a.m., M.T., on Monday, June 14, 2010. ---PAGE BREAK--- C-3 Book Entry The Series 2010A Bonds will be issued by means of a book-entry system with no physical distribution of Series 2010A Bonds made to the public. The Series 2010A Bonds will be issued in fully registered form and one Series 2010A Bond, representing the aggregate principal amount of the Series 2010A 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 Series 2010A Bonds. Individual purchases of the Series 2010A 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 on the Series 2010A Bonds are payable by the registrar to DTC or its nominee as registered owner of the Series 2010A 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 Series 2010A Bonds, will be required to deposit the Series 2010A Bonds with DTC. Purpose and Security The Series 2010A Bonds will be issued for the purpose of financing a portion of the cost of constructing curb, gutter, sidewalk and alley approach projects in certain areas of the City as part of the City’s Curb, Gutter, Sidewalk and Alley Approach Program in accordance with the provisions of Montana Code Annotated, Title 7, Chapter 14, Part 41 and Title 7, Chapter 12, Parts 41 and 42, as amended (collectively, the “Act”). The Series 2010A Bonds will be special, limited obligations of the City and do not constitute general obligations of the City. The Series 2010A Bonds are payable primarily from the collection of a special tax or assessment which is a lien against the assessable real property benefited by the improvements to be undertaken therein or therefor. The special assessments are payable in equal, semiannual installments of principal over an eight year, twelve (12) year, or twenty (20) year term, as the case may be, with unpaid principal installments of the special assessments bearing interest at a rate equal, from time to time, to the sum of the average rate of interest borne by the then outstanding Series 2010A Bonds, plus (ii) one- half of one percent (0.50%) per annum. The Series 2010A Bonds are further secured by the Special Improvement District Revolving Fund of the City (the “Revolving Fund”). The City will agree to make a loan from the Revolving Fund to the Special Sidewalk, Curb, Gutter and Alley Approach Sinking Fund, Series 2010A (the “Sinking Fund”) to make good any deficiency then existing in the principal and interest accounts established for each of the Projects 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 Series 2010A Bonds will be dated, as originally issued, as of July 2010, and will be issued as negotiable investment securities in registered form as to both principal and interest. Maturities and Form The Series 2010A Bonds shall mature, subject to redemption, on July 1 in the following years and amounts (unless combined into one or more term bonds): ---PAGE BREAK--- C-4 Year Principal Amount Year Principal Amount 2011 $85,000 2021 $20,000 2012 85,000 2022 20,000 2013 85,000 2023 20,000 2014 80,000 2024 20,000 2015 75,000 2025 20,000 2016 75,000 2026 20,000 2017 75,000 2027 20,000 2018 75,000 2028 20,000 2019 25,000 2029 20,000 2020 25,000 2030 20,000 Bidders will have the option of combining the Series 2010A Bonds maturing from and after 2011 through and including 2030 into one or more term bonds. If any Series 2010A 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 2030, at a redemption price equal to the principal amount of such Series 2010A 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 same dates as the bonds would have matured if they were not included in a term bond. The Series 2010A Bonds shall be issued as serial or term bonds and shall be in the denomination of $5,000 each or any integral multiple thereof of single maturities. Redemption Mandatory Redemption. If on any interest payment date there will be a balance in the Sinking Fund after payment of the principal and interest due on all Series 2010A Bonds drawn against it, either from the prepayment of special assessments levied for the improvements or from the transfer of surplus money from the Principal Subaccount created for each Project in the Sinking Fund, outstanding Series 2010A 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 Sinking 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 Series 2010A Bonds to be redeemed, plus interest accrued to the date of redemption. Optional Redemption. The Series 2010A 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 Series 2010A Bonds with stated maturities on or after will be subject to redemption on 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 Series 2010A Bonds for Redemption. If less than all of the Series 2010A Bonds are to be redeemed, Series 2010A 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. ---PAGE BREAK--- C-5 Interest Payment Dates, Interest Rates Interest on the Series 2010A Bonds will be payable each January 1 and July 1, commencing [July 1, 2011], to the registered owners of the Series 2010A 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 Series 2010A Bonds of the same stated maturity must bear interest from the date of original issue until paid at a single, uniform rate, no rate of interest can be lower than the rate of an earlier maturity, the rate of interest must be expressed in an integral multiple of 1/8 or 5/100 of and no supplemental or coupons or additional interest certificates are permitted. Interest will be calculated for the Series 2010A Bonds on the basis of a 360-day year consisting of twelve 30-day months. Bond Registrar, Transfer Agent and Paying Agent U.S. Bank National Association of Seattle, Washington, will act as bond registrar, transfer agent and paying agent for the Series 2010A Bonds (the “Registrar”). The bond register will be kept, transfers of ownership will be effected and principal of and interest on the Series 2010A 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 suitable successor. Delivery Within thirty (30) days after the sale of the Series 2010A Bonds, the City will deliver to the Registrar the printed Series 2010A Bonds ready for completion and authentication. The original purchaser of the Series 2010A Bonds must notify the Registrar, at least five business days before issuance of the Series 2010A Bonds, of the persons in whose names the Series 2010A Bonds will be initially registered and the denominations of the Series 2010A Bonds to be originally issued. If notification is not received by that date, the Series 2010A 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 Series 2010A Bonds. On the day of closing, the City will furnish to the purchaser the opinion of Bond Counsel hereinafter described, a tax certification and a certificate stating that no litigation in any manner questioning the validity of the Series 2010A Bonds is then pending or, to the knowledge of officers of the City, threatened. Payment for the Series 2010A 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 forty-eight (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 (issue price) of each stated maturity of the Series 2010A Bonds and stating that at least ten percent (10%) of the principal amount of such Series 2010A Bonds of each stated maturity has been sold at such respective prices. Qualified Tax-Exempt Obligations The Series 2010A Bonds will be designated by the City as “qualified tax-exempt obligations” within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), and financial institutions described in Section 265(b)(5) of the Code may treat the Series 2010A Bonds for purposes of Sections 265(b)(2) and 291(e)(1)(B) of the Code as if they were acquired on August 7, 1986. ---PAGE BREAK--- C-6 Legal Opinion An opinion as to the validity of the Series 2010A 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 Kennedy & Graven, Chartered, P.C., of Minneapolis and Saint Paul, Minnesota, as Bond Counsel, at the expense of the Purchaser. The legal opinion will state that the Series 2010A 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 Sealed or electronic bids for not less than $[872,610] of par) and accrued interest on the principal sum of $[885,000] must be mailed or delivered to the undersigned and must be received at the office of the City Clerk prior to the time stated above. Bidders must bid for all or none of the Series 2010A Bonds. Each bid must be unconditional. Bids may be transmitted electronically through ParityTM , in accordance with these terms and conditions. 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 or a financial surety bond in the sum of $[17,700] 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 the City Clerk. Any Deposit sent via wire transfer should be sent to Springsted Incorporated as the City’s agent 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 Series 2010A Bonds. Any Deposit made by the successful bidder by check or wire transfer will be delivered to the City following the award of the Series 2010A Bonds. Any Deposit made by check or wire transfer by an unsuccessful bidder will be returned to such bidder following City action relative to an award of the Series 2010A Bonds. If a financial surety bond is used, it must be from an insurance company licensed and qualified 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 bidder whose Deposit is guaranteed by such financial surety bond. If the Series 2010A Bonds are awarded to a bidder utilizing a financial surety bond, then that purchaser 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 Incorporated) not later than 1:00 p.m., M.T., 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. ---PAGE BREAK--- C-7 No interest on the Deposit will accrue to the purchaser. The Deposit will be applied to the purchase price of the Series 2010A 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 Series 2010A Bonds to the purchaser or after rejection of all bids. Instructions for wiring the Deposit may be obtained from Brentt Ramharter, City Finance Director/Treasurer, 435 Ryman Street, Missoula, Montana 59802, (406) 552-6078. Award The bid authorizing the lowest true interest cost (TIC), will be deemed the most favorable. The TIC is the effective cost of the Series 2010A Bonds based on bond proceeds received at closing calculated from the dated date of the Series 2010A Bonds. In the event that two or more bids state the lowest true interest cost, the sale of the Series 2010A Bonds will be awarded by lot. No oral bids will be considered. The City Council will consider sealed bids or bids transmitted electronically through the ParityTM system. 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 Parity TM 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 consultants to the City, Springsted Incorporated at (651) 223-3000 (Bond Services), or Parity TM at (212) 849-5000 (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, Marty Rehbein, at facsimile number (406) 258-4896 (phone (406) 552-6078). CUSIP Numbers The City will assume no fee or obligation for the assignment or printing of CUSIP numbers on the Series 2010A 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 original purchaser, if the original purchaser waives any delay in delivery occasioned thereby. Official Statement The City will prepare an Official Statement relating to the Series 2010A 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, the City Clerk and the City Finance Director/Treasurer 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 or addendum 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 Series 2010A 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 Commission ---PAGE BREAK--- C-8 and the Municipal Securities Rulemaking Board governing the offering, sale and delivery of the Series 2010A Bonds to ultimate purchasers. Within seven business days after the sale of the Series 2010A Bonds the City will furnish to the successful bidder, without charge, twenty-five (25) copies of the final Official Statement relating to the Series 2010A Bonds. The successful bidder must notify the City Finance Director/Treasurer in writing within five business days after the award of sale of the Series 2010A Bonds if it requires additional copies of the Official Statement. The cost of additional copies of the Official Statement shall be paid by the successful bidder. Continuing Disclosure Because the Series 2010A Bonds are being issued in an original aggregate principal amount of less than $1,000,000, the Bonds are exempt from the provisions of paragraph of Rule 15c2-12, promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934 (the “Rule”). However, the City will covenant and agree, for the benefit of the registered holders and beneficial owners from time to time of the outstanding Series 2010A Bonds, in a Continuing Disclosure Undertaking, to comply with the provisions of the Rule and 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 Series 2010A Bonds within the meaning of the Rule for the purposes of disclosing information on an ongoing basis. The form of the Continuing Disclosure 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 Series 2010A Bonds. Information for bidders and bidding forms may be obtained from Marty Rehbein, City Clerk, 435 Ryman Street, Missoula, Montana 59801, telephone (406) 552-6078, or from Springsted Incorporated, St. Paul, Minnesota, telephone (651) 223-3000, financial consultants to the City. Dated: 2010 BY ORDER OF THE CITY COUNCIL OF THE CITY OF MISSOULA, MONTANA Martha L. Rehbein City Clerk Publish: 2010 2010 MS190-16 (BWJ) 367431v.1