Document Missoula_doc_83701cdd51

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; RATIFYING AND CONFIRMING THE 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 November 8, 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notice of such meeting given as required by law; and that the Resolution has not as of the date hereof been amended or repealed.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 2010. City Clerk ---PAGE BREAK--- 1 RESOLUTION NO. RESOLUTION RELATING TO LIMITED TAX GENERAL OBLIGATION BONDS, SERIES 2010C; RATIFYING AND CONFIRMING THE 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 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 purpose authorized by law, including the purposes set forth in Montana Code Annotated, Section 7-7-4101, that 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 and may be sold in a public or private sale, on terms and at prices that the governing body of the municipality determines to be advantageous. 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 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. 1.02. Issuance of the Bonds and Compliance with Conditions of the Act. The City is issuing its Limited Tax General Obligation Bonds, Series 2010C (the “Series 2010C Bonds”), in the original aggregate principal amount of $1,010,000, 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 various City facilities, and (ii) 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 Bonds are not secured by the taxing power of the City. By this Resolution, the City grants a first lien on all revenue collected and deposited in the general fund of the City (the “General Fund”), to the extent such funds are necessary to pay debt service on the Bonds, subject to any prior or parity pledges of such funds by the City. The lien against the General Fund granted by this resolution is on a parity with the lien granted for the following outstanding obligations of the City: General Fund Obligation Bonds, Series 2001A (the “Series 2001 Bonds”), issued in the original aggregate principal amount of $1,600,000; (ii) General Fund Obligation Bonds, Series 2006B (the “Series 2006B Bonds”), issued in the original aggregate principal amount of $1,100,000; (iii) General Fund Obligation Bonds, Series 2006C (the “Series 2006C Bonds”), issued in the original aggregate principal amount of $1,860,000; (iv) General Fund Obligation Bonds, Series 2007B (the “Series 2007B Bonds”), issued in the original aggregate principal amount of $680,000; General Fund Obligation Bonds, Series 2007C (the “Series 2007C Bonds”), issued in the original aggregate principal amount of $840,000; and (vi) Limited Tax General Fund Obligation Refunding Bonds, Series 2010A (the “Series 2010A Bonds”), issued in the original aggregate principal amount of $1,000,000. The Series 2001 Bonds, the Series 2006B Bonds the Series 2006C Bonds, the Series 2007B Bonds, the Series 2007C Bonds, and the Series 2010A Bonds are collectively referred to herein as the “Prior General Fund Bonds”. ---PAGE BREAK--- 2 The City represents that it will meet the conditions of the Act as follows: The principal amount of the Series 2010C Bonds ($1,010,000) will not exceed ten percent (10%) of the General Fund budget of the City for the immediately two preceding fiscal years, i.e., $3,963,849 for the fiscal year ended June 30, 2009 and $3,954,379 for the fiscal year ended June 30, 2010 (unaudited). The principal amount of the Series 2010C Bonds also does not exceed ten percent (10%) of the General Fund budget for the current fiscal year ending June 30, 2011 ($4,153,186). The maximum annual debt service due on the Series 2010C Bonds in any year, plus debt service on the Prior General Fund Bonds ($551,355.00), does not exceed two percent of the revenue deposited in the General Fund of the City in each of the two immediately preceding fiscal years, i.e. $786,736 for the fiscal year ended June 30, 2009 and $814,648 for the fiscal year ended June 30, 2010 (unaudited). The maximum annual debt service due on the Series 2010C Bonds in any year, plus debt service on the Prior General Fund Bonds also does not exceed two percent of the budgeted General Fund revenues for the current fiscal year ending June 30, 2011 ($836,327). The final maturity of the Series 2010C Bonds (July 1, 2025) is less than twenty (20) years from the anticipated date of issue of the Series 2010C Bonds (November 23, 2010). 1.03. Pricing Committee. Pursuant to Resolution No. 7574, adopted by the City Council on October 25, 2010, the Mayor, the City Finance Director/Treasurer, and a representative from Springsted Incorporated, the City’s financial advisor (collectively, the “Pricing Committee”), were authorized to consider proposals from D.A. Davidson & Co. (the “Purchaser”) for the Series 2010C Bonds. 1.04. Award to the Purchaser. The acceptance by the Pricing Committee of the proposal from the Purchaser to purchase the Bonds, as confirmed by the execution of a Certificate of Pricing Committee by each of the members of the Pricing Committee, is ratified and confirmed. The City Council additionally ratifies and confirms the execution of a bond purchase agreement between the City and the Purchaser. 1.05. General Terms of the Series 2010C Bonds. The Series 2010C Bonds shall be dated as of their date of delivery, shall be issued in denominations of $5,000 or any integral multiple thereof, and each series shall be numbered from R-1 upwards in order of issuance, or with such other numbering and in such other order as the City Finance Director/Treasurer may determine. The Purchaser proposes to purchase the Series 2010C Bonds at a price of $1,014,411.45 (par amount of the Series 2010C Bonds of $1,010,000, plus net original issue premium of $17,541.45, less Purchaser’s discount of $13,130.00). The issuance, sale and delivery of the Series 2010C Bonds pursuant to the Act is ratified and confirmed by the City Council. The Series 2010C Bonds shall bear interest at the rates and mature on such dates and in such principal amounts as indicated on Exhibit B attached hereto. Section 2. Registration and Payment. 2.01. Registered Form. The Series 2010C Bonds will be issued only in fully registered form. The interest thereon and, upon surrender of each Series 2010C Bond, the principal amount thereof, is payable by check or draft issued by the Registrar described herein. 2.02. Dates; Interest Payment Dates. Each Series 2010C Bond will be dated as of the last interest payment date preceding the date of authentication to which interest on the Bond has been paid or ---PAGE BREAK--- 3 made available for payment, unless the date of authentication is an interest payment date to which interest has been paid or made available for payment, in which case the Series 2010C Bond will be dated as of the date of authentication, or (ii) the date of authentication is prior to the first interest payment date, in which case the Series 2010C Bond will be dated as of the date of original issue. The interest on the Bonds will be payable on January 1 and July 1 of each year, commencing July 1, 2011, to the registered owners of record thereof as of the close of business on the fifteenth (15th) day of the immediately preceding month, whether or not that day is a business day. 2.03. Registration. The City appoints U.S. Bank National Association, Seattle, Washington, to act as bond registrar, transfer agent and paying agent for the Bonds (the “Registrar”). The City reserves the right to appoint a successor bond registrar, transfer agent or paying agent, as authorized by the Model Public Obligations Registration Act of Montana (the “Bond Registration Act”). The City agrees to pay the reasonable and customary charges of the Registrar for services performed with respect to the Bonds. This Section shall establish a system of registration (as defined by the Bond Registration Act) for the Bonds. The effect of registration and the rights and duties of the City and the Registrar with respect thereto shall be as follows: Register. The Registrar must keep at its principal corporate trust office a bond register in which the Registrar provides for the registration of ownership of Series 2010C Bonds and the registration of transfers and exchanges of Series 2010C Bonds entitled to be registered, transferred or exchanged. Transfer of Series 2010C Bonds. Upon surrender for transfer of a Series 2010C Bond duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar will authenticate and deliver, in the name of the designated transferee or transferees, one or more new Series 2010C Bonds of a like aggregate principal amount and maturity, as requested by the transferor. The Registrar may, however, close the books for registration of any transfer after the fifteenth day of the month preceding each interest payment date and until that interest payment date. Exchange of Series 2010C Bonds. When Series 2010C Bonds are surrendered by the registered owner for exchange the Registrar will authenticate and deliver one or more new Series 2010C Bonds of a like aggregate principal amount and maturity as requested by the registered owner or the owner’s attorney in writing. Cancellation. Series 2010C Bonds surrendered upon transfer or exchange will be cancelled by the Registrar and thereafter disposed of as directed by the City. Improper or Unauthorized Transfer. When a Series 2010C Bond is presented to the Registrar for transfer, the Registrar may refuse to transfer the Series 2010C Bond until the Registrar is satisfied that the endorsement on the Series 2010C Bond or separate instrument of transfer is valid and genuine and that the requested transfer is legally authorized. The Registrar will incur no liability for the refusal, in good faith, to make transfers, which it, in its judgment, deems improper or unauthorized. Persons Deemed Owners. The City and the Registrar may treat the person in whose name a Series 2010C Bond is registered in the bond register as the absolute owner of the Series 2010C Bond, whether the Series 2010C Bond is overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on the Series 2010C Bond ---PAGE BREAK--- 4 and for all other purposes, and payments so made to a registered owner or upon the owner’s order will be valid and effectual to satisfy and discharge the liability upon the Series 2010C Bond to the extent of the sum or sums so paid. Taxes, Fees and Charges. The Registrar may impose a charge upon the owner thereof for a transfer or exchange of Series 2010C Bonds sufficient to reimburse the Registrar for any tax, fee or other governmental charge required to be paid with respect to the transfer or exchange. Mutilated, Lost, Stolen or Destroyed Series 2010C Bonds. If a Series 2010C Bond becomes mutilated or is destroyed, stolen or lost, the Registrar will deliver a new Series 2010C Bond of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of the mutilated Series 2010C Bond or in lieu of and in substitution for a Series 2010C Bond destroyed, stolen or lost, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case of a Series 2010C Bond destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory to it that the Series 2010C Bond was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the Registrar of an appropriate bond or indemnity in form, substance and amount satisfactory to it and as provided by law, in which both the City and the Registrar must be named as obligees. Series 2010C Bonds so surrendered to the Registrar will be cancelled by the Registrar and evidence of such cancellation must be given to the City. If the mutilated, destroyed, stolen or lost Series 2010C Bond has already matured or been called for redemption in accordance with its terms it is not necessary to issue a new Series 2010C Bond prior to payment. Optional Redemption. Series 2010C Bonds with stated maturities on or after July 1, 2019, will be subject to redemption on July 1, 2018, 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. If less than all of the Bonds are to be redeemed, the Bonds to be redeemed shall be from such stated maturities and in such principal amounts as the City may designate in writing to the Registrar (or, if no designation is made, in inverse order of maturities and within a maturity in $5,000 principal amounts selected by the Registrar by lot or other manner it deems fair). The date of redemption and the principal amount of the Bonds to be redeemed shall be fixed by the City Finance Director/Treasurer, who shall give notice thereof to the Registrar not less than forty (40) days before the redemption date. The Registrar shall give notice by first class mail, postage prepaid, or by other means required by DTC (hereafter defined), to the owner or owners of such Bonds at their addresses appearing in the Bond register, of the numbers of Bonds to be redeemed and the date on which payment will be made, which date shall be not less than thirty (30) days after the date of mailing notice. The City Finance Director/Treasurer shall at the same time mail notice of the redemption to the Purchaser. On the date so fixed for redemption interest on the Bonds to be redeemed shall cease to accrue. 2.04. Execution, Authentication and Delivery. The Series 2010C Bonds will be prepared under the direction of the City Finance Director/Treasurer and executed on behalf of the City by the signatures of the Mayor, the City Finance Director/Treasurer, and the City Clerk, provided that those signatures may be printed, engraved or lithographed facsimiles of the originals. If an officer whose signature or a facsimile of whose signature appears on the Series 2010C Bonds ceases to be such officer before the delivery of a Series 2010C Bond, that signature or facsimile will nevertheless be valid and sufficient for all purposes, the same as if the officer had remained in office until delivery. Notwithstanding such execution, a Series 2010C Bond will not be valid or obligatory for any purpose or entitled to any security or benefit under this Resolution unless and until a certificate of authentication on the Series 2010C Bond ---PAGE BREAK--- 5 has been duly executed by the manual signature of an authorized representative of the Registrar. Certificates of authentication on different Series 2010C Bonds need not be signed by the same representative. The executed certificate of authentication on a Series 2010C Bond is conclusive evidence that it has been authenticated and delivered under this Resolution. When the Series 2010C Bonds have been so prepared, executed and authenticated, the City Finance Director/Treasurer will deliver the same to the Purchaser upon payment of the purchase price in accordance with the contract of sale heretofore made and executed, and the Purchaser is not obligated to see to the application of the purchase price. 2.05. Securities Depository for the Series 2010C Bonds. For purposes of this Section, the following terms shall have the following meanings: “Beneficial Owner” shall mean, whenever used with respect to a Series 2010C Bond, the person in whose name such Series 2010C Bond is recorded as the beneficial owner of such Series 2010C Bond by a Participant on the records of such Participant, or such person’s subrogee. “Cede & Co.” shall mean Cede & Co., the nominee of DTC, and any successor nominee of DTC with respect to the Series 2010C Bonds. “DTC” shall mean The Depository Trust Company of New York, New York. “Participant” shall mean any broker-dealer, bank or other financial institution for which DTC holds Series 2010C Bonds as securities depository. “Representation Letter” shall mean the Blanket Issuer Letter of Representations from the City to DTC, attached to this Resolution as Exhibit C, which is incorporated by reference and made a part hereof. The Series 2010C Bonds shall be initially issued as separately authenticated fully registered Series 2010C Bonds, and one Series 2010C Bond shall be issued in the principal amount of each stated maturity of the Series 2010C Bonds. Upon initial issuance, the ownership of such Series 2010C Bonds shall be registered in the Series 2010C Bond register in the name of Cede & Co., as nominee of DTC. The Registrar and the City may treat DTC (or its nominee) as the sole and exclusive owner of the Series 2010C Bonds registered in its name for the purposes of payment of the principal of or interest on the Series 2010C Bonds, selecting the Series 2010C Bonds or portions thereof to be redeemed, if any, giving any notice permitted or required to be given to registered owners of Series 2010C Bonds under this Resolution, registering the transfer of Series 2010C Bonds, and for all other purposes whatsoever; and neither the Registrar nor the City shall be affected by any notice to the contrary. Neither the Registrar nor the City shall have any responsibility or obligation to any Participant, any person claiming a beneficial ownership interest in the Series 2010C Bonds under or through DTC or any Participant, or any other person who is not shown on the Series 2010C Bond register as being a registered owner of any Series 2010C Bonds, with respect to the accuracy of any records maintained by DTC or any Participant, (ii) the payment by DTC or any Participant of any amount with respect to the principal of or interest on the Series 2010C Bonds, (iii) any notice which is permitted or required to be given to owners of Series 2010C Bonds under this Resolution, (iv) the selection by DTC or any Participant of any person to receive payment in the event of a partial redemption of the Series 2010C Bonds, or any consent given or other action taken by DTC as registered owner of the Series 2010C Bonds. So long as any Series 2010C Bond is registered in the name of Cede & Co., as nominee of DTC, the Registrar shall pay all principal of and interest on such Series 2010C Bond, and shall give all notices with respect to such Series 2010C Bond, only to Cede & Co. in accordance with the Representation Letter, and all such payments shall be valid and effective to fully satisfy and discharge the City’s obligations with respect to ---PAGE BREAK--- 6 the principal of and interest on such Series 2010C Bond to the extent of the sum or sums so paid. No person other than DTC shall receive an authenticated Series 2010C Bond for each separate stated maturity evidencing the obligation of the City to make payments of principal and interest. Upon delivery by DTC to the Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the Series 2010C Bonds will be transferable to such new nominee in accordance with paragraph hereof. In the event the City determines that it is in the best interest of the Beneficial Owners that they be able to obtain Series 2010C Bonds in the form of bond certificates, the City may notify DTC and the Registrar, whereupon DTC shall notify the Participants of the availability through DTC of Series 2010C Bonds in the form of certificates. In such event, the Series 2010C Bonds will be transferable in accordance with paragraph hereof. DTC may determine to discontinue providing its services with respect to the Series 2010C Bonds at any time by giving notice to the City and the Registrar and discharging its responsibilities with respect thereto under applicable law. In such event the Series 2010C Bonds will be transferable in accordance with paragraph hereof. The Representation Letter sets forth certain matters with respect to, among other things, notices, consents and approvals by registered owners of the Series 2010C Bonds and Beneficial Owners and payments on the Series 2010C Bonds. The Registrar shall have the same rights with respect to its actions thereunder as it has with respect to its actions under this Resolution. In the event that any transfer or exchange of Series 2010C Bonds is permitted under paragraphs or hereof, such transfer or exchange shall be accomplished upon receipt by the Registrar of the Series 2010C Bonds to be transferred or exchanged and appropriate instruments of transfer to the permitted transferee in accordance with the provisions of this Resolution. In the event Series 2010C Bonds in the form of certificates are issued to owners other than Cede & Co., its successor as nominee for DTC as owner of all the Series 2010C Bonds, or another securities depository as owner of all the Series 2010C Bonds, the provisions of this Resolution shall also apply to all matters relating thereto, including, without limitation, the printing of such Series 2010C Bonds in the form of bond certificates and the method of payment of principal of and interest on such Series 2010C Bonds in the form of bond certificates. 2.06. Temporary Bonds. The City may elect to deliver in lieu of printed definitive Series 2010C Bonds one or more typewritten temporary Series 2010C Bonds in substantially the form set forth in Section 3 hereof with such changes as may be necessary to reflect more than one maturity in a single temporary bond. Upon the execution and delivery of definitive Series 2010C Bonds the temporary Series 2010C Bonds will be exchanged therefor and cancelled. Section 3. Form of Series 2010C Bond. 3.01. Execution of the Series 2010C Bonds. The Series 2010C Bonds will be printed or typewritten in substantially the form set forth in Exhibit A attached hereto and made a part hereof. 3.02. Approving Legal Opinion. The City Finance Director/Treasurer will obtain a copy of the proposed approving legal opinion of Kennedy & Graven, Chartered, P.C., of Minneapolis and Saint Paul, Minnesota (“Bond Counsel”), which will be complete except as to dating thereof and will cause the opinion to accompany each Series 2010C Bond. ---PAGE BREAK--- 7 Section 4. Payment; Security; Pledges and Covenants. 4.01. General Fund Obligations. The Series 2010C Bonds are a general obligation of the City payable from the General Fund of the City. The general credit of the City is irrevocably pledged for the payment of both the principal of and interest on the Series 2010C Bonds as they become due. The Series 2010C Bonds are not secured by a pledge of the City’s taxing power and the City is not obligated to levy taxes for the payment of principal of and interest on the Series 2010C Bonds. The revenues of the General Fund of the City are anticipated to be sufficient to make the principal and interest payments on the Series 2010C Bonds. The City has granted a first lien on the revenues of the General Fund to the extent that such amounts are required to pay debt service on the Series 2010C Bonds. The lien of the Series 2010C Bonds on the revenues of the General Fund is on parity with the lien of the Prior General Fund Bonds. The principal of and interest on the Series 2010C Bonds are payable from any funds of the City legally available for the payment, including funds in its General Fund. The City has granted a first lien on revenues in its General Fund for the payment of the Series 2010C Bonds (and the Prior General Fund Bonds), but has not otherwise provided for the segregation of such revenues as security for the payment of the Series 2010C Bonds. 4.02. Payment of Deficiencies, if Any. If on any date that the payment of principal of or interest on the Series 2010C Bonds is due and the amount on hand in the Debt Service Account (hereinafter created in Section 5.02) is insufficient for the payment thereof, this City Council shall forthwith appropriate to the Debt Service Account sufficient legally available money of the City to make good the deficiency. 4.03 Necessary Funds to be Appropriated. As security for the Series 2010C Bonds, the City covenants and agrees to appropriate each fiscal year during the term of the Series 2010C Bonds from its General Fund an amount sufficient for the payment of the principal of and interest on the Series 2010C Bonds due in such fiscal year. Such appropriated funds shall be credited to the Debt Service Account. It is acknowledged and agreed that the City has not granted a lien on any revenues in its General Fund other than to pay the debt service on the Series 2010C Bonds and the Prior General Fund Bonds or otherwise provided for the segregation of such revenues as security for the payment of the Series 2010C Bonds. Section 5. Funds and Accounts. 5.01. Initial Deposits. The City Finance Director/Treasurer shall credit the net proceeds of the Series 2010C Bonds (taking into account a Purchaser’s discount of $13,130 and net original issue premium of $17,541.45) as follows: Deposit to the credit of the Debt Service Account created in Section 5.02 hereof the amount of and Deposit to the credit of the Project Account created in Section 5.03 hereof the amount of $1,014,411.45. 5.02. Debt Service Account. For the convenience and proper administration of the money to be borrowed and repaid on the Series 2010C Bonds, and to provide adequate and specific security for the Purchaser and holders from time to time of the Series 2010C Bonds, there is created a special fund to be designated the Limited Tax General Obligation Bonds, Series 2010C Debt Service Account (the “Debt Service Account”) to be administered and maintained by the City Finance Director/Treasurer as a bookkeeping account separate and apart from all other funds maintained in the official financial records of the City. The Debt Service Account will be maintained in the manner herein specified until all of the Series ---PAGE BREAK--- 8 2010C Bonds have been paid. The City irrevocably appropriates to the Debt Service Account: any amounts set forth in Section 5.01 above; (ii) all funds to be credited and paid in accordance with Section 5.04 hereof; (iii) all amounts to be appropriated and transferred in accordance with Section 4.03 hereof; (iv) all income derived from the investment of amounts on deposit in the Debt Service Account; and all other amounts as the City may deposit in the Debt Service Account from time to time. 5.03. Debt Service Account Covenants. The money in the Debt Service Account will be used solely to pay the principal of and interest on the Series 2010C Bonds. No portion of the proceeds of the Series 2010C Bonds will be used directly or indirectly to acquire higher yielding investments or to replace funds which were used directly or indirectly to acquire higher yielding investments, except for a reasonable temporary period until such proceeds are needed for the purpose for which the Series 2010C Bonds were issued, and (ii) in addition to the above, in an amount not greater than five percent of the proceeds of the Series 2010C Bonds. In addition, the proceeds of the Series 2010C Bonds and money in the Debt Service Account will not be invested in obligations or deposits issued by, guaranteed by or insured by the United States or any agency or instrumentality thereof if and to the extent that such investment would cause the Series 2010C Bonds to be federally guaranteed within the meaning of Section 149(b) of the Internal Revenue Code of 1986, as amended (the “Code”). 5.04. Project Account. There is created a special fund to be designated as the “Limited Tax General Obligation Bonds, Series 2010C Project Account” (the “Project Account”), to be held and administered by the City Finance Director/Treasurer separate and apart from all other funds of the City. The City irrevocably appropriates to the Project Account: proceeds of the sale of the Series 2010C Bonds in the amount of $1,014,411.45, and (ii) all income derived from the investment of amounts on deposit in the Project Account. The Project Account shall be used solely by the City to pay costs of the Project, including, but not limited to, costs of issuance of the Series 2010C Bonds. Upon completion and payment of all costs of the Project, any remaining proceeds of the Series 2010C Bonds in the Project Account shall be transferred and credited to the Debt Service Account. Section 6. Authentication of Transcript. 6.01. Certificates, Affidavits and Transcripts. The officers of the City are authorized and directed to prepare and furnish to the Purchaser and Bond Counsel certified copies of proceedings and records of the City relating to the Series 2010C Bonds and to the financial condition and affairs of the City, and such other certificates, affidavits and transcripts as may be required to show the facts within their knowledge or as shown by the books and records in their custody and under their control, relating to the validity and marketability of the Series 2010C Bonds, and such instruments, including any heretofore furnished, will be deemed representations of the City as to the facts stated therein. 6.02. Official Statement. The Mayor, the City Finance Director/Treasurer, and the City Clerk are authorized and directed to certify that they have examined the Official Statement prepared and circulated in connection with the issuance and sale of the Series 2010C Bonds and that to the best of their knowledge and belief the Official Statement is a complete and accurate representation of the facts and representations made therein as of the date of the Official Statement. Section 7. Tax Matters. 7.01. General Covenant. The City covenants and agrees with the holders from time to time of the Series 2010C Bonds that it will not take or permit to be taken by any of its officers, employees or agents any action which would cause the interest on the Series 2010C Bonds to become subject to taxation under the Code and the Treasury Regulations promulgated thereunder in effect at the time of ---PAGE BREAK--- 9 such actions, and that it will take or cause its officers, employees or agents to take, all affirmative action within its power that may be necessary to ensure that such interest will not become subject to taxation under the Code and applicable Treasury Regulations, as presently existing or as hereafter amended and made applicable to the Series 2010C Bonds. To that end, the City will comply with all requirements necessary under the Code to establish and maintain the exclusion from gross income of the interest on the Series 2010C Bonds under Section 103 of the Code, including without limitation requirements relating to temporary periods for investments, limitations on amount invested at a yield greater than the yield on the Series 2010C Bonds, and the rebate of excess investment earnings to the United States (unless the City qualifies for any exemption from rebate requirements based on timely expenditure of proceeds of the Series 2010C Bonds, in accordance with the Code and applicable Treasury Regulations). 7.02. Qualified Tax-Exempt Obligations. In order to qualify the Series 2010C Bonds as “qualified tax-exempt obligations” within the meaning of Section 265(b)(3) of the Code, the City makes the following factual statements and representations: the Series 2010C Bonds are not “private activity bonds” as defined in Section 141 of the Code; the City designates the Series 2010C Bonds as “qualified tax-exempt obligations” for purposes of Section 265(b)(3) of the Code; the reasonably anticipated amount of tax-exempt obligations (other than private activity bonds) which will be issued by the City (and all subordinate entities of the City) during calendar year 2010 will not exceed $30,000,000; and not more than $30,000,000 of obligations issued by the City during calendar year 2010 have been designated for purposes of Section 265(b)(3) of the Code. 7.03. Procedural Requirements. The City will use its best efforts to comply with any federal procedural requirements which may apply in order to effectuate the designations made by this Section. Section 8. Continuing Disclosure. 8.01. Execution of Continuing Disclosure Certificate. “Continuing Disclosure Certificate” means that certain Continuing Disclosure Certificate executed by the Mayor, the City Finance Director/Treasurer and the City Clerk and dated the date of issuance and delivery of the Series 2010C Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof. 8.02. City Compliance with Provisions of Continuing Disclosure Certificate. The City covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of this Resolution, failure of the City to comply with the Continuing Disclosure Certificate is not to be considered an event of default with respect to the Series 2010C Bonds; however, any Bondholder may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this Section. Section 9. Defeasance. When all Series 2010C Bonds and all interest thereon have been discharged as provided in this Section all pledges, covenants and other rights granted by this Resolution to the holders of the Series 2010C Bonds will cease, except that the pledge of the general credit (but not the taxing power) of ---PAGE BREAK--- 10 the City for the prompt and full payment of the principal of and interest on the Series 2010C Bonds will remain in full force and effect. To the extent permitted by Montana law, the City may discharge all Series 2010C Bonds which are due on any date by depositing with the Registrar on or before that date a sum, which along with interest earnings thereon, shall be sufficient for the payment in full of the Series 2010C Bonds. If any Series 2010C Bond should not be paid when due, it may nevertheless be discharged by depositing with the Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such deposit. Section 10. Repeals and Effective Date. 10.01. Repeal. All provisions of other resolutions and other actions and proceedings of the City and this City Council that are in any way inconsistent with the terms and provisions of this Resolution are repealed, amended and rescinded to the full extent necessary to give full force and effect to the provisions of this Resolution. 10.02. Effective Date. This Resolution shall take effect immediately upon its passage and adoption by this City Council. (The remainder of this page is intentionally left blank.) ---PAGE BREAK--- 11 Passed by the City Council of the City of Missoula, Montana, this 8th day of November, 2010. Mayor Attest: City Clerk ---PAGE BREAK--- A-1 EXHIBIT A FORM OF THE SERIES 2010C BOND No. UNITED STATES OF AMERICA STATE OF MONTANA COUNTY OF MISSOULA CITY OF MISSOULA LIMITED TAX GENERAL OBLIGATION BOND SERIES 2010C Rate Maturity Date of Original Issue CUSIP July 1, 20___ November 23, 2010 605858 Registered Owner: Cede & Co. Principal Amount: DOLLARS The City of Missoula, Montana, (the “City”), will pay to the Registered Owner identified above or registered assigns, on the Maturity date specified above, the principal amount, solely from the revenues hereinafter specified, as authorized by Resolution No. 7574, adopted by the City Council of the City on October 25, 2010, and Resolution No. adopted by the City Council of the City on November 8, 2010 (the “Bond Resolution”) all subject to the provisions hereinafter described relating to the redemption of this Series 2010C Bond before maturity. This Series 2010C Bond bears interest at the rate per annum specified above from the date of registration of this Series 2010C Bond, as expressed herein, or from such later date to which interest hereon has been paid or duly provided for, until the Maturity date specified above or an earlier date on which this Series 2010C Bond shall have been duly called for redemption by the City Finance Director/Treasurer. Interest on this Series 2010C Bond is payable semiannually, commencing July 1, 2011, on the 1st day of January and the 1st day of July in each year, to the owner of record of this Series 2010C Bond appearing as such 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. Interest on and, upon presentation and surrender hereof at the operations center of U.S. Bank National Association in Seattle, Washington, as bond registrar and paying agent (the “Registrar”), the principal of this Series 2010C Bond are payable by check or draft of the Registrar, or its successor designated under the Bond Resolution described herein. Notwithstanding any other provisions of this Series 2010C Bond, so long as this Series 2010C Bond is registered in the name of Cede & Co., as nominee of The Depository Trust Company or in the name of any other nominee of DTC or other securities depository, the Registrar shall pay all principal of and interest on this Series 2010C Bond, and shall give all notices with respect to this Series 2010C Bond, only to Cede & Co. or another nominee in accordance with the operational arrangements of DTC or other securities depository as agreed to by the City. ---PAGE BREAK--- A-2 This Series 2010C Bond is one of an issue in the aggregate principal amount of $1,010,000 (the “Series 2010C Bonds”), all of like original issue date and tenor, except as to number, maturity date, redemption privilege, and interest rate, all issued pursuant to the Bond Resolution, 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 various City facilities, and (ii) issuance of the Series 2010C Bonds. The Series 2010C Bonds have been issued by the City pursuant to and in full conformity with the Constitution and laws of the State of Montana, including Montana Code Annotated, Section 7-7-4104, as amended, and the principal hereof and interest hereon are payable from the general credit of the City from revenues collected and deposited in the General Fund of the City (the “General Fund”). The City has granted a first lien on all revenue collected and deposited in the General Fund, subject to prior liens, for payment of debt service on the Series 2010C Bonds. The lien against the General Fund granted by the Bond Resolution is on a parity with the liens granted for the following outstanding obligations of the City: General Fund Obligation Bonds, Series 2001A, issued in the original aggregate principal amount of $1,600,000; (ii) General Fund Obligation Bonds, Series 2006B, issued in the original aggregate principal amount of $1,100,000; (iii) General Fund Obligation Bonds, Series 2006C, issued in the original aggregate principal amount of $1,860,000; (iv) General Fund Obligation Bonds, Series 2007B, issued in the original aggregate principal amount of $680,000; General Fund Obligation Bonds, Series 2007C, issued in the original aggregate principal amount of $840,000; and (vi) Limited Tax General Fund Obligation Refunding Bonds, Series 2010A, issued in the original aggregate principal amount of $1,000,000. The Series 2010C Bonds are not secured by the taxing power of the City. The City may elect on July 1, 2018, and on any day thereafter to prepay Series 2010C Bonds due on or after July 1, 2019. Redemption may be in whole or in part and if in part, at a redemption price equal to the principal amount thereof to be redeemed plus interest accrued to the redemption date, without premium. If less than all of the Series 2010C Bonds are to be redeemed, the Series 2010C Bonds to be redeemed shall be from such stated maturities and in such principal amounts as the City may designate in writing to the Registrar (or, if no designation is made, in inverse order of maturities and within a maturity in $5,000 principal amounts selected by the Registrar by lot or other manner it deems fair). The date of redemption and the principal amount of the Series 2010C Bonds shall be fixed by the City Finance Director/Treasurer, who shall give notice thereof to the Registrar not less than forty (40) days before the redemption date. The Registrar shall give notice by first class mail, postage prepaid, or by other means required by DTC, to the owner or owners of such Series 2010C Bonds at their addresses appearing in the Series 2010C Bond register, of the numbers of Series 2010C Bonds to be redeemed and the date on which payment will be made, which date shall be not less than thirty (30) days after the date of mailing notice. The City Finance Director/Treasurer shall at the same time mail notice of the redemption to the original purchaser of the Series 2010C Bonds. On the redemption date so fixed interest on the Series 2010C Bonds to be redeemed shall cease to accrue. The City Council has designated the issue of Series 2010C Bonds of which this Series 2010C Bond forms a part as “qualified tax exempt obligations” within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), relating to disallowance of interest expense for financial institutions and within the $30 million limit allowed by the Code for the calendar year of issue. This Series 2010C Bond is not valid or obligatory for any purpose or entitled to any security or benefit under the Bond Resolution until the Certificate of Authentication hereon has been executed by the Registrar by manual signature of one of its authorized representatives. As provided in the Bond Resolution and subject to certain limitations set forth therein, this Series 2010C Bond is transferable upon the books of the City at the principal office of the Registrar, by the registered owner hereof in person or by the owner’s attorney duly authorized in writing upon surrender hereof together with a written instrument of transfer satisfactory to the Registrar, duly executed by the ---PAGE BREAK--- A-3 registered owner or the owner’s attorney; and may also be surrendered in exchange for Series 2010C Bonds of other authorized denominations. Upon such transfer or exchange the City will cause a new Series 2010C Bond or Series 2010C Bonds to be issued in the name of the transferee or registered owner, of the same aggregate principal amount, bearing interest at the same rate and maturing on the same date, subject to reimbursement for any tax, fee or governmental charge required to be paid with respect to such transfer or exchange. The City and the Registrar may deem and treat the person in whose name this Series 2010C Bond is registered as the absolute owner hereof, whether this Series 2010C Bond is overdue or not, for the purpose of receiving payment and for all other purposes, and neither the City nor the Registrar will be affected by any notice to the contrary. IT IS CERTIFIED, RECITED, COVENANTED AND AGREED that all acts, conditions and things required by the charter of the City and the Constitution and laws of the State of Montana to be done, to exist, to happen and to be performed preliminary to and in the issuance of this Series 2010C Bond in order to make it a valid and binding obligation of the City in accordance with its terms, have been done, do exist, have happened and have been performed as so required, and that the issuance of this Bond does not cause the indebtedness of the City to exceed any constitutional, statutory or charter limitation of indebtedness. (The remainder of this page is intentionally left blank.) ---PAGE BREAK--- A-4 IN WITNESS WHEREOF, the City of Missoula, Montana, by its City Council, has caused this Series 2010C Bond to be executed on its behalf by the facsimile or manual signatures of the Mayor, the City Finance Director/Treasurer and the City Clerk and has caused this Series 2010C Bond to be dated as of the date set forth below. Dated: November 23, 2010. CITY OF MISSOULA, MONTANA (Facsimile) Mayor (Facsimile) City Finance Director/Treasurer (Facsimile) City Clerk CERTIFICATE OF AUTHENTICATION This is one of the Series 2010C Bonds delivered pursuant to the Bond Resolution mentioned within. U.S. BANK NATIONAL ASSOCIATION By Authorized Representative ---PAGE BREAK--- A-5 ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Series 2010C Bond, will be construed as though they were written out in full according to applicable laws or regulations: TEN COM as tenants UNIF GIFT MIN ACT Custodian in common (Cust) (Minor) TEN ENT as tenants under Uniform Gifts or by entireties Transfers to Minors JT TEN as joint tenants with right of survivorship and Act . . . . . . . . . . . . not as tenants in common (State) Additional abbreviations may also be used though not in the above list. ---PAGE BREAK--- A-6 ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Series 2010C Bond and all rights thereunder, and does hereby irrevocably constitute and appoint attorney to transfer the said Series 2010C Bond on the books kept for registration of the within Series 2010C Bond, with full power of substitution in the premises. Dated: Notice: The assignor’s signature to this assignment must correspond with the name as it appears upon the face of the within Series 2010C Bond in every particular, without alteration or any change whatever. Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the Securities Transfer Agent Medallion Program (“STAMP”), the Stock Exchange Medallion Program (“SEMP”), the New York Stock Exchange, Inc. Medallion Signatures Program (“MSP”) or other such “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, SEMP or MSP, all in accordance with the Securities Exchange Act of 1934, as amended. The Registrar will not effect transfer of this Bond unless the information concerning the assignee requested below is provided. Name and Address: (Include information for all joint owners if this Bond is held by joint account.) Please insert social security or other identifying number of assignee ---PAGE BREAK--- A-7 PROVISIONS AS TO REGISTRATION The ownership of the principal of and interest on the within Series 2010C Bond has been registered on the books of the Registrar in the name of the person below. Date of Registration Registered Owner Signature of Officer of the Registrar November 23, 2010 Cede & Co. Federal ID # 13-2555119 ---PAGE BREAK--- B-1 EXHIBIT B TERMS AND CONDITIONS OF THE SERIES 2010C BONDS $1,010,000 City of Missoula, Montana Limited Tax General Obligation Bonds Series 2010C The Series 2010C Bonds shall mature on the dates and in the principal amounts set forth below: Maturity Year (July 1) Principal Amount Interest Rate Bond Yield Price 2011 $65,000 3.00% 0.65% 101.417% 2012 60,000 2.00 0.82 [PHONE REDACTED] 60,000 2.00 1.03 [PHONE REDACTED] 60,000 2.00 1.27 [PHONE REDACTED] 60,000 2.00 1.51 [PHONE REDACTED] 60,000 2.25 1.81 [PHONE REDACTED] 65,000 2.50 2.11 [PHONE REDACTED] 65,000 2.75 2.37 [PHONE REDACTED]* 65,000 3.00 2.66 [PHONE REDACTED]* 70,000 3.00 2.88 100.812 Maturity Dates and Schedule of Series 2010C Term Bonds $145,000 Term Bond at 3.25% Due July 1, 2022; Price of 99.423% to Yield 3.31% $235,000 Term Bond at 4.00% Due July 1, 2025*; Price of 102.236% to Yield 3.66% *Priced to the optional redemption date of July 1, 2018. Series 2010C Bonds with stated maturities on or after July 1, 2019, will be subject to redemption on July 1, 2018, 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. Mandatory Sinking Fund Redemption of Series 2010C Bonds Series 2010C Bonds Maturing July 1, 2022 Redemption Date (July 15) Principal Amount Redemption Date (July 15) Principal Amount 2021 $70,000 2022 $75,000** **Stated Maturity. ---PAGE BREAK--- B-2 Series 2010C Bonds Maturing July 1, 2025 Redemption Date (July 15) Principal Amount Redemption Date (July 15) Principal Amount 2023 $75,000 2025 $80,000** 2024 80,000 **Stated Maturity. (The remainder of this page is intentionally left blank.) ---PAGE BREAK--- C-1 EXHIBIT C BLANKET ISSUER LETTER OF REPRESENTATIONS ---PAGE BREAK--- C-2 ---PAGE BREAK--- C-3 ---PAGE BREAK--- C-4 MS190-18 (AJP) 377385v2