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CERTIFICATE AS TO RESOLUTION AND ADOPTING VOTE I, the undersigned, being the duly qualified and acting recording officer of the City of Missoula, Montana (the “City”), hereby certify that the attached resolution is a true copy of a Resolution entitled: “RESOLUTION RELATING TO $750,000 SPECIAL IMPROVEMENT DISTRICT NO. 541 BONDS; AWARDING THE SALE THEREOF AND APPROVING CERTAIN MATTERS WITH RESPECT 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 regular meeting on July 13, 2009, and that the meeting was duly held by the City Council and was attended throughout by a quorum, pursuant to call and notice of such meeting given as required by law; and that the Resolution has not as of the date hereof been amended or repealed. I further certify that, upon vote being taken on the Resolution at said meeting, the following Council Members voted in favor thereof: Childers, Haines, Hellegaard, Hendrickson, Jaffe, Marler, Mitchell, Rye, Strohmaier, Walzer, Wiener and Wilkins; voted against the same: none; abstained from voting thereon: none; or were absent: none. WITNESS my hand and seal officially this 13th day of July, 2009. (SEAL) Martha L. Rehbein Martha L. Rehbein City Clerk ---PAGE BREAK--- RESOLUTION NUMBER 7446 RESOLUTION RELATING TO $750,000 SPECIAL IMPROVEMENT DISTRICT NO. 541 BONDS; AWARDING THE SALE THEREOF AND APPROVING CERTAIN MATTERS WITH RESPECT THERETO BE IT RESOLVED by the City Council (the “Council”) of the City of Missoula, Montana (the “City”), as follows: 1. This Council on June 22, 2009 adopted Resolution No. 5431 providing for the public sale of $750,000 Special Improvement District No. 541 Bonds (the “Bonds”) to finance the costs of certain local improvements to be undertaken in or for the benefit of Special Improvement District No. 541. Notice of the sale has been duly published in accordance with Montana Code Annotated, Sections 7-12-4204, 7- 7-4252 and 17-5-106. Pursuant to the notice of sale, two bids for the purchase of the Bonds were received at or before the time specified for receipt of bids. The bids have been opened or accessed and publicly read and considered, and the purchase price, interest rates and true interest cost under the terms of the bids have been determined. 2. The bid of D.A. Davidson & Co., of Great Falls, Montana (the “Purchaser”), attached as Exhibit A, to purchase the Bonds of the City, is hereby determined to comply with the notice of sale, and to be the lowest, most reasonable bid for the purchase of the Bonds. The bid of the Purchaser is hereby accepted by the Council and the sale of the Bonds is hereby awarded to the Purchaser. The bid security of the Purchaser shall be retained pending delivery of the payment for the Bonds and the bid security of all other bidders shall be returned. 3. The Mayor and Finance Director/Treasurer are hereby authorized and directed to execute a purchase contract with the Purchaser with respect to the Bonds. 4. The Official Statement relating to the Bonds, dated July 1, 2009, is hereby approved. The officers of the City are hereby authorized and directed to execute such certificates as may be appropriate concerning the accuracy, completeness and sufficiency of the Official Statement. 5. This Council shall prescribe the form and security for the Bonds in a subsequent resolution. 6. In the event the costs of the improvements financed by the Bonds (the “Improvements”) exceed the amount of proceeds of the Bonds available for such costs, the City shall pay out of funds on hand and available therefor such excess costs of the Improvements. PASSED AND APPROVED by the City Council of the City of Missoula, Montana, this 13th day of July, 2009. John Engen John Engen Mayor Attest: Martha L. Rehbein Martha L. Rehbein City Clerk ---PAGE BREAK--- A-1 EXHIBIT A [Copy of Signed Winning Bid] ---PAGE BREAK---