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RESOLUTION NUMBER 7530 A RESOLUTION OF THE CITY OF MISSOULA, MISSOULA COUNTY, MONTANA, RATIFYING AND CONFIRMING THE SALE, ISSUANCE AND DELIVERY OF $1,000,000 OF THE CITY’S LIMITED TAX GENERAL FUND OBLIGATION REFUNDING BONDS, SERIES 2010A, TO D.A. DAVIDSON & CO.; FIXING THE PRINCIPAL AMOUNT, THE ANNUAL MATURITIES, INTEREST RATES AND REDEMPTION PROVISIONS THEREON; AND PROVIDING FOR OTHER MATTERS PROPERLY RELATING THERETO CITY OF MISSOULA Missoula County, Montana LIMITED TAX GENERAL FUND OBLIGATION REFUNDING BONDS, SERIES 2010A PRINCIPAL AMOUNT OF $1,000,000 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF MISSOULA, MISSOULA COUNTY, MONTANA, as follows: WHEREAS, the City of Missoula, Missoula County, Montana (the “City”) is a municipality duly organized and existing under and by virtue of the Constitution and the laws of the state of Montana (the “State”); WHEREAS, the City is authorized and empowered by Montana Code Annotated (“MCA”) Sections 7-7-4301 through 7-7-4316, inclusive, to issue, sell and deliver its general obligation refunding bonds to refund all or a portion of its outstanding general obligation bonds; WHEREAS, by Resolution Number 7522, adopted by the City Council (the “Council”) on April 26, 2010 (the “Resolution”), the City provided for the sale of not to exceed $1,200,000 of its Limited Tax General Fund Obligation Refunding Bonds, Series 2010A (the “Bonds”); WHEREAS, the Bonds are being issued for the purpose of accomplishing the Refunding Plan (structured as a crossover refunding as authorized by MCA Section 17-5-2102) and to pay the costs of issuance of the Bonds; WHEREAS, the Resolution authorized the Bonds to be sold to D.A. Davidson & Co. at a negotiated sale; WHEREAS, the Resolution provides for the terms of the sale to be set forth in the Bond Purchase Contract; and WHEREAS, the Mayor and Finance Director/Treasurer have executed the Bond Purchase Contract and the Council deems it necessary and desirable to ratify and confirm the sale of the Bonds to D.A. Davidson & Co. with the terms set forth in the Bond Purchase Contract; NOW, THEREFORE, IT IS HEREBY FOUND, DETERMINED AND ORDERED as follows: Section 1: Definitions Unless otherwise stated herein, the capitalized terms used herein shall have the same definitions provided in the Resolution. ---PAGE BREAK--- 2 Section 2: Purpose of the Bonds The Bonds are being issued to provide money to pay, redeem and retire the Refunded Bonds and to pay the costs of issuance of the Bonds. Section 3: Compliance with Montana Code Annotated, Section 7-7-4304 As required by MCA Section 7-7-4304, the average rate of interest on the Bonds (3.154%) is at least ½ of 1% less than the average rate of interest on the Refunded Bonds (4.256%). As required by MCA Section 7-7-4304, the issuance of the Bonds, including the total costs of refunding the Refunded Bonds, results in a reduction of total debt service to the City. Section 4: The Bonds The Bonds shall be issued in the aggregate principal amount of $1,000,000 and shall bear interest from their date or from the most recent date to which interest has been paid or duly provided for, whichever is later, payable commencing on January 1, 2011, and semiannually thereafter on each July 1 and January 1 to their respective dates of maturity, or the date of prior redemption, whichever occurs first. Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. The Bonds shall mature on the dates, in the principal amounts, and at the rates of interest, set forth in the following schedule: Maturity Date Principal Amount Interest Rate July 1, 2012 $100,000 3.00% July 1, 2013 100,000 2.00 July 1, 2014 105,000 2.25 July 1, 2015 105,000 2.50 July 1, 2016 110,000 3.00 July 1, 2017 115,000 3.25 July 1, 2018 115,000 3.50 July 1, 2019 125,000 3.50 July 1, 2020 125,000 3.50 Section 5: Redemption Provisions The Bonds are not subject to redemption prior to their stated dates of maturity. Section 6: Execution The Mayor, the City Clerk, the Finance Director/Treasurer, the Financial Advisor and Koegen Edwards LLP are each hereby further authorized to do everything necessary for the prompt execution and delivery of the Bonds to the Purchaser and for the proper application and use of the proceeds of the sale thereof, including: supplementing the official statement regarding the Bonds; and executing such certificates and receipts as may be necessary to properly document the issuance of the Bonds. Section 7: Ratification of the Official Statement The City hereby ratifies all acts undertaken by its officers, employees and agents with respect to the preparation and distribution of the official statement with respect to the Bonds, including any action taken to deem such official statement final, within the meaning of Securities and Exchange Commission Rule 15c2-12, as of its date except for the omission of information dependent upon the sale of the Bonds, such as offering prices, interest rates, selling compensation, aggregate principal ---PAGE BREAK--- 3 amount, principal amount per maturity, delivery dates and other terms of the Bonds dependent on the foregoing matters. The City shall deliver or cause to be delivered, within seven business days from the date of the sale of the Bonds and in sufficient time to accompany any confirmation that requests payment from any customer of the Underwriter, copies of the official statement together with the addendum in sufficient quantity to comply with the rules of the Municipal Securities Rulemaking Board and paragraph of such Rule 15c2-12. Section 8: Ratification All actions not inconsistent with the provisions of this Resolution heretofore taken by the Council and the City’s employees in connection with the adoption of this Resolution and the marketing, sale, issuance and delivery of the Bonds are hereby and in all respects ratified, approved and confirmed. Section 9: Severability If any one or more of the provisions of this Resolution shall be declared by any court of competent jurisdiction after final appeal (if any appeal be taken) to be contrary to law, then such covenant or covenants or agreement or agreements shall be null and void and shall be deemed separable from the remaining covenants and agreements in this Resolution and shall in no way affect the validity of the other provisions of this Resolution or of the Bonds. Section 10: Repealer All resolutions or parts thereof in conflict herewith are, to the extent of such conflict, hereby repealed, and shall have no further force or effect. Section 11: Effective Date This Resolution shall be in full force and effect upon and after its adoption. PASSED AND ADOPTED by the City Council of the City of Missoula at a regular meeting thereof, held this 24th day of May, 2010. CITY OF MISSOULA Missoula County, Montana John Engen John Engen, Mayor ATTEST: Martha L. Rehbein Martha L. Rehbein, CMC City Clerk ( S E A L ) ---PAGE BREAK--- 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: “A RESOLUTION OF THE CITY OF MISSOULA, MISSOULA COUNTY, MONTANA, RATIFYING AND CONFIRMING THE SALE, ISSUANCE AND DELIVERY OF $1,000,000 OF THE CITY’S LIMITED TAX GENERAL FUND OBLIGATION REFUNDING BONDS, SERIES 2010A, TO D.A. DAVIDSON & CO.; FIXING THE PRINCIPAL AMOUNT, THE ANNUAL MATURITIES, INTEREST RATES AND REDEMPTION PROVISIONS THEREON; AND PROVIDING FOR OTHER MATTERS PROPERLY RELATING THERETO” (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 meeting on May 24, 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 such meeting, the Resolution was adopted by the following vote: AYES, and in favor thereof: Childers, Hellegaard, Houseman, Jaffe, Marler, Mitchell, Rye, Strohmaier, Walzer, Wiener and Wilkins NAYS: none; ABSENT: Haines; ABSTAIN: none; WITNESS my hand officially this 24th day of May, 2010. Martha L. Rehbein Martha L. Rehbein, CMC City Clerk (S E A L)