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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 RATIFYING AND CONFIRMING THE EXECUTION AND DELIVERY OF A MASTER GOVERNMENTAL LEASE-PURCHASE AGREEMENT AND RELATED DOCUMENTS FOR THE PURCHASE OF VARIOUS ITEMS OF CAPITAL EQUIPMENT” (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 October 19, 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notice of such meeting given as required by law; and that the Resolution has not as of the date hereof been amended or repealed.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 City 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 officially this 19th day of October, 2009. Martha L. Rehbein Martha L. Rehbein City Clerk ---PAGE BREAK--- 1 RESOLUTION NUMBER 7485 RESOLUTION RATIFYING AND CONFIRMING THE EXECUTION AND DELIVERY OF A MASTER GOVERNMENTAL LEASE-PURCHASE AGREEMENT AND RELATED DOCUMENTS FOR THE PURCHASE OF VARIOUS ITEMS OF CAPITAL EQUIPMENT BE IT RESOLVED by the City Council (the “City Council”) of the City of Missoula, Montana (the “City”) as follows: WHEREAS, on September 23, 2009, the City’s Administration and Finance Committee recommended that the City Council approve and authorize the Mayor of the City to execute a Master Governmental Lease-Purchase Agreement, dated as of October 15, 2009 (the “Lease-Purchase Agreement”), by and between the City, as Lessee, and Wells Fargo Brokerage Services, LLC, a Delaware limited liability company, as Lessor (the “Lessor”), whereby the City may enter into separate individual tax-exempt leases for the purchase and financing of various items of capital equipment, as described in the City’s Capital Improvements Plan (the “Equipment”); WHEREAS, on September 28, 2009, the City Council voted on a motion to approve and authorize the Mayor of the City to execute the Lease-Purchase Agreement; WHEREAS, the Mayor, the City Clerk, and the City Finance Director/Treasurer (collectively, the “City Officials”) have previously executed and delivered to the Lessor the Lease-Purchase Agreement and related documents, certificates, and instruments thereto (collectively, the “Financing Documents”), including Supplement Nos. 1, 2, and 3 to the Lease-Purchase Agreement (each Supplement, together with the terms and conditions contained in the Lease-Purchase Agreement, each a “Lease”), which provide for: a three-year lease in an aggregate principal amount not to exceed $280,053.43; (ii) a five- year lease in an aggregate principal amount not to exceed $177,523.08; and (iii) a ten-year lease in an aggregate principal amount not to exceed $920,548.19, all for the purpose of the acquisition of the Equipment; WHEREAS, pursuant to the execution and delivery of the Lease-Purchase Agreement and the Financing Documents, the Lessor has delivered the proceeds of the Lease-Purchase Agreement to the City on October 15, 2009; WHEREAS, by entering into the Leases, the City has exercised the powers under the Constitution and laws of the State of Montana pursuant to, inter alia, Montana Code Annotated, Sections 7-1-4124 and 7-8-4101, as amended; WHEREAS, the Leases are subject to annual non-appropriation, and the City Council has the right to terminate any or all of the Leases, in accordance with the terms thereof, at the end of any fiscal year; and WHEREAS, in the event that the City Council does not appropriate funds to make payments on a Lease in any fiscal year, the City will lose the right to use and possess the Equipment financed pursuant to that Lease. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Missoula, Montana as follows: 1. Ratification of Execution and Delivery of Lease-Purchase Agreement and Financing Documents. The City Council hereby ratifies and confirms the execution and delivery to the Lessor of the Lease-Purchase Agreement and the Financing Documents by the City Officials. 2. No General Obligation Pledge; Initial Appropriation. The Leases are not a general obligation of the City, but rather the each Lease is payable from amounts to be annually appropriated, ---PAGE BREAK--- 2 and the full faith, credit and taxing powers of the City are not pledged to the payment of the Leases. By other actions taken or to be taken with respect to the 2010 budget, the City Council has appropriated or will appropriate money to make the payments due on each Lease in fiscal year 2010. 3. Severability. If any section, paragraph or provision of this Resolution shall be held to be invalid, or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph, or provision shall not affect any of the remaining provisions of this Resolution. 4. Headings. Headings in this Resolution are included for convenience only and are not a part hereof. The headings in this Resolution are not intended to limit or define the meaning of any provision hereto. Passed by the City Council of the City of Missoula, Montana, this 19th day of October, 2009. John Engen John Engen Mayor Attest: Martha L. Rehbein Martha L. Rehbein City Clerk MS190-11 (AJP) 358737v2