Document Missoula_doc_dbf1a632d7

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 POOLED SPECIAL SIDEWALK, CURB, GUTTER AND ALLEY APPROACH BONDS, SERIES 2009; AWARDING THE SALE THEREOF AND APPROVING CERTAIN MATTERS THERETO; CONFIRMING THE PLEDGE OF THE REVOLVING FUND; CREATING SPECIAL SIDEWALK, CURB, GUTTER AND ALLEY APPROACH SINKING FUND AND PRESCRIBING COVENANTS OF THE CITY FOR THE SECURITY OF THE HOLDERS OF THE BONDS” (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notice of such meeting given as required by law; and that the Resolution has not as of the date hereof been amended or repealed.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 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 July, 2009. City Clerk ---PAGE BREAK--- RESOLUTION NO. RESOLUTION RELATING TO POOLED SPECIAL SIDEWALK, CURB, GUTTER AND ALLEY APPROACH BONDS, SERIES 2009; AWARDING THE SALE THEREOF AND APPROVING CERTAIN MATTERS THERETO; CONFIRMING THE PLEDGE OF THE REVOLVING FUND; CREATING SPECIAL SIDEWALK, CURB, GUTTER AND ALLEY APPROACH SINKING FUND AND PRESCRIBING COVENANTS OF THE CITY FOR THE SECURITY OF THE HOLDERS OF THE BONDS BE IT RESOLVED By the City Council (the “City Council”) of the City of Missoula, Montana (the “City”), as follows: Section 1. Recitals. It is hereby found, determined and declared as follows: 1.01. Sale of Pooled Special Sidewalk, Curb, Gutter and Alley Approach Bonds. This City Council, pursuant to Resolution No. 7430, adopted on June 22, 2009 (the “Authorizing Resolution”), authorized, pursuant to Montana Code Annotated, Section 7-12-4193, the issuance and sale of Pooled Special Sidewalk, Curb, Gutter and Alley Approach Bonds, Series 2009 (the “Bonds”), in the original aggregate principal amount of $645,000, for the purpose of financing the costs of construction of certain sidewalk, curb, gutter and alley approach projects (the “Projects”), including incidental costs, as set forth on Exhibit A hereto and made a part hereof (collectively, the “Improvements”), (ii) financing a deposit to the Revolving Fund (as defined below), and (iii) paying costs of issuance of the Bonds. By various initial orders referenced in and confirmed by the Authorizing Resolution, this City Council found that it is in the public interest and in the best interests of the property owners whose property will be benefited by the Improvements (the “Property Owners”), to secure payment of the principal of and interest on the Bonds by the Special Improvement District Revolving Fund of the City (the “Revolving Fund”), on the basis of the factors required to be considered under Montana Code Annotated, Section 7- 12-4225. Those findings are hereby ratified and confirmed. The notice of sale of the Bonds (the “Notice of Sale”) has been duly published by the City in accordance with Montana Code Annotated, Sections 7-12-4204, 7-7-4252 and 17-5-106. Pursuant to the Notice of Sale, bids for the purchase of the Bonds were received at or before the time specified for receipt of bids. The bids have been opened and publicly read and considered, and the purchase price, interest rates and true interest cost under the terms of each bid have been determined. 1.02. Costs. The Projects have been completed. The costs and expenses to be assessed against properties benefited by the Improvements, including costs of preparation of plans, specifications, maps, profiles, engineering superintendence and inspection, preparation of assessment rolls, expenses of making the assessments, the cost of work and materials under the construction contracts and all other costs and expenses, including the deposit of proceeds of the Bonds in the Revolving Fund, is not less than $645,000. Such amount will be levied and assessed upon the Property Owners benefited by the Improvements. This City Council has jurisdiction and is required by law to levy and assess such amount, to collect such special assessments and credit the same to the special sidewalk, curb, gutter and alley approach sinking fund hereafter created for the Improvements, which fund is to be maintained on the official books and records of the City separate from all other City funds, for the payment of principal and interest when due on the Bonds. ---PAGE BREAK--- 2 1.03. Sale and Issuance of the Bonds. For the purpose of financing the costs and expenses of making the Improvements, which are to be assessed against the Property Owners, this City Council determined that the issuance and sale of the Bonds in a pooled single offering was in the best interests of the City and the Property Owners and would facilitate the sale of the Bonds at lower interest rates. Pursuant to the Authorizing Resolution, this City Council called for the public sale of the Bonds in the estimated original aggregate principal amount of $645,000, which amount represents Bonds allocable for each Project as follows: Project No. Project Name Principal Amount 05-054 Oxford-Central-North $123,935.21 07-071 Slant Streets (Ford to Higgins) 102,638.12 08-001 Miscellaneous Parcels 418,426.67 Total $645,000.00 The bid of (the “Purchaser”) to purchase the Bonds is determined to comply with the Notice of Sale, and to be the lowest, most reasonable bid for the purchase of the Bonds and represents the lowest true interest cost. The bids of the Purchaser and the other bidders are listed in Exhibit B attached hereto and made a part hereof. The bid of the Purchaser is hereby accepted by this City Council and the sale of the Bonds is hereby awarded to the Purchaser. The bid security of the Purchaser shall be retained by the City pending delivery of the payment for the Bonds and the bid security of all other bidders shall be returned. The Purchaser has agreed to purchase from the City the Bonds at a purchase price of and at the rates of interest and maturities set forth in Section 2.01 hereof. The bid of the Purchaser represents a true interest cost of and a total net dollar interest cost of The Purchaser has represented to the City that it will resell the Bonds at a price of [100%] of the principal amount thereof. The Mayor and the City Finance Director/Treasurer are hereby authorized and directed to execute a purchase contract with the Purchaser with respect to the Bonds and accept the good faith check of the Purchaser. The Official Statement relating to the Bonds, dated 2009, and together with an addendum thereto (collectively, the “Official Statement”), is approved and the determination of the City officials that the Official Statement has been deemed final for purposes of Securities and Exchange Commission Rule 15c2-12(b)(1) is ratified and confirmed. The officers of the City are authorized and directed to execute such certificates as may be appropriate concerning the accuracy, completeness and sufficiency of the Official Statement and to deliver to the Purchaser within seven business days after the date of adoption of this Resolution copies of the Official Statement in accordance with the Notice of Sale, supplemented so as to contain the terms of the Bonds as set forth in this Resolution and the reoffering and other information provided by the Purchaser for inclusion in the Official Statement. 1.04. Compliance with Montana Constitution and Statutes. All acts, conditions and things required by the Constitution and laws of the State of Montana, including Montana Code Annotated, Title 7, Chapter 14, Part 41, and Title 7, Chapter 12, Parts 41 and 42, as amended (collectively, the “Act”), in order to make the Bonds valid and binding special obligations in accordance with their terms and in accordance with the terms of this Resolution have been done, do exist, have happened and have been performed in regular and due form, time and manner as required. ---PAGE BREAK--- 3 Section 2. The Bonds. 2.01. Principal Amounts, Maturities, Dates, Denominations and Interest Rates. For the purpose of paying the costs and expenses incurred in the construction of the Improvements and in anticipation of the collection of special assessments to be levied therefor, and in accordance with the public offering and Notice of Sale, the City shall forthwith issue and deliver to the Purchaser the Bonds, in the aggregate principal amount of payable solely from funds deposited in the 2009 Sidewalk Sinking Fund (as created below). The Bonds shall bear an original issue date and be registered as of August 1, 2009, and shall be issued in the form of fully registered bonds in minimum denominations of $5,000 or any integral multiple thereof. The Bonds shall mature on July 1 in the years and amounts set forth below, subject to prior redemption, and shall bear interest from the date of original registration to their respective maturities or prior dates upon which they have been duly called for redemption at the rates per annum set forth opposite such years and amounts, respectively: Year Principal Amount Interest Rate Year Principal Amount Interest Rate 2010 2020 2011 2021 2012 2022 2013 2023 2014 2024 2015 2025 2016 2026 2017 2027 2018 2028 2019 2029 [2.02 Mandatory Sinking Fund Redemption. The Bonds maturing on July 1, 20__ are subject to mandatory sinking fund redemption on July 1 of the following years in the following principal amounts: Year Principal Amount * Maturity ---PAGE BREAK--- 4 The Bonds maturing on July 1, 20__ are subject to mandatory sinking fund redemption on July 1 of the following years in the following principal amounts: Year Principal Amount * Maturity The Bonds maturing on July 1, 20__ and July 1, 20__, are hereinafter referred to as the “Term Bonds.” The principal amounts of the Term Bonds subject to mandatory sinking fund redemption on any date may be reduced through earlier optional redemptions or special redemptions in accordance with Section 2.06 hereof, with any partial redemptions of the Term Bonds credited against future mandatory sinking fund redemptions of such Term Bonds in such order as the City shall determine.] Principal of and interest on the Bonds are payable in lawful money of the United States of America. Upon the original delivery of the Bonds or upon transfer or exchange of Bonds, the Registrar (as hereinafter defined) shall date each Bond so delivered as of the date of its authentication. 2.03. Method of Payment. The Bonds shall be issuable only in fully registered form, and the ownership of the Bonds shall be transferred only upon the bond register of the City hereinafter described. The interest and principal amount of each Bond, upon presentation and surrender thereof, shall be payable by check or draft issued by the Registrar. 2.04. Interest Payment Dates. Interest on the Bonds shall be payable semiannually on each January 1 and July 1, commencing January 1, 2010, to the owners of record thereof as such appear in the bond register as of the close of business on the fifteenth (15th) day of the immediately preceding month, whether or not such day is a business day. 2.05. Registration. The City hereby 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: Bond Register. The Registrar shall keep at its operations center a Bond register in which the Registrar shall provide for the registration of ownership of Bonds and the registration of transfers and exchanges of Bonds entitled to be registered, transferred or exchanged. Transfer. Upon surrender for transfer of any 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 shall authenticate and deliver, in the name of the ---PAGE BREAK--- 5 designated transferee or transferees, one or more new Bonds of a like aggregate principal amount and maturity, as requested by the transferor. The Registrar may, however, close the books for registration of the transfer of any Bond to be selected or called for redemption. No transfer or exchange of a Bond shall affect its order of registration for purposes of redemption pursuant to Section 2.06 hereof. Exchange of Bonds. Whenever any Bond is surrendered by the registered owner for exchange, the Registrar shall authenticate and deliver one or more new Bonds of a like aggregate principal amount and maturity, as requested by the registered owner or the owner’s attorney duly authorized in writing. Cancellation. All Bonds surrendered upon any transfer or exchange shall be canceled by the Registrar and thereafter disposed of as directed by the City. Improper or Unauthorized Transfer. When any Bond is presented to the Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that the endorsement on such Bond or separate instrument of transfer is valid and genuine and that the requested transfer is legally authorized. The Registrar shall 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 any Bond is at any time registered in the Bond register as the absolute owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on such Bond and for all other purposes, and all such payments so made to any such registered owner or upon the owner’s order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. Taxes, Fees and Charges. For every transfer or exchange of Bonds (except for an exchange upon the partial redemption of any Bond pursuant to Section 2.06 hereof), the Registrar may impose a charge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee or other governmental charge required to be paid with respect to such transfer or exchange. Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall become mutilated or be destroyed, stolen or lost, the Registrar shall deliver a new Bond of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of any such mutilated Bond or in lieu of and in substitution for any such 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 Bond destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory to it that such Bond was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the Registrar an appropriate bond or indemnity in form, substance and amount satisfactory to it, in which both the City and the Registrar shall be named as obligees. All Bonds so surrendered to the Registrar shall be canceled by it and evidence of such cancellation shall be given to the City. If the mutilated, destroyed, stolen or lost Bond has already matured or such Bond has been called for redemption in accordance with its terms, it shall not be necessary to issue a new Bond prior to payment. 2.06. Special Redemption. Whenever there will be any balance in the 2009 Sidewalk Sinking Fund after payment of the principal and interest due on all Bonds drawn against it, either from the prepayment of special assessments levied with respect to the Improvements or (ii) the transfer of surplus money from the Principal Subaccounts (as created below) created for each Project in the 2009 Sidewalk ---PAGE BREAK--- 6 Sinking Fund as provided in Section 3 hereof, or otherwise, the City Finance Director/Treasurer shall call for redemption on any interest payment date outstanding Bonds in an amount which, together with the interest thereon to the date of redemption, will equal the balance in the 2009 Sidewalk Sinking Fund on such interest payment date. It is not anticipated that there will be any surplus proceeds not used for construction of the Improvements because construction has been completed. In addition to the foregoing mandatory redemption provisions, Bonds with stated maturities on or after July 1, 2020, will be subject to redemption on July 1, 2019, 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. 2.07. Execution, Registration and Delivery of Bonds. The Bonds shall be prepared under the direction of the City Finance Director/Treasurer and shall be executed on behalf of the City by the signatures of the Mayor, the City Finance Director/Treasurer and the City Clerk and sealed with the official seal of the City; provided that the seal and all signatures may be printed, engraved or lithographed facsimiles of the originals. In case any officer whose signature or a facsimile of whose signature shall appear on the Bonds shall cease to be such officer before the delivery of any Bond, such signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if the officer had remained in office until delivery. Notwithstanding such execution, no Bond shall 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 such Bond has been duly executed by the manual signature of an authorized representative of the Registrar. Certificates of authentication on different Bonds need not be signed by the same representative. The executed certificate of authentication on each Bond shall be conclusive evidence that it has been authenticated and delivered under this Resolution. The Bonds shall be registered by the Registrar, as of August 1, 2009, and the Bonds shall be delivered by the Registrar to the Purchaser upon payment of the purchase price for the principal of the Bonds plus accrued interest, if any, from the registration date to the date of such delivery and payment. 2.08. Application of Proceeds. The City Finance Director/Treasurer shall credit the net proceeds of the Bonds (after taking into account the Purchaser’s discount of as follows: Deposit to the credit of the Interest Subaccounts (as created below) in the respective Project Accounts (as created below), in proportion to the principal amounts of the Bonds allocable to each of the Projects as set forth in Section 1.03 hereof, in the 2009 Sidewalk Sinking Fund the following amounts: accrued interest paid by the Purchaser from the registration date to the date of delivery of the Bonds; and (ii) unused Purchaser discount in the amount of Deposit to the Revolving Fund; and ---PAGE BREAK--- 7 Deposit to the Construction Subaccounts (as created below) in the respective Project Accounts, in proportion to the principal amounts of the Bonds allocable to each of the Projects, as set forth in Section 1.03 hereof, to be used to reimburse the City for construction interest and for the purposes described in Section 3.02 hereof. 2.08. Securities Depository for the Bonds. For purposes of this Section, the following terms shall have the following meanings: “Beneficial Owner” shall mean, whenever used with respect to a Bond, the person in whose name such Bond is recorded as the beneficial owner of such 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 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 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 D, which is incorporated by reference and made a part hereof. The Bonds shall be initially issued as separately authenticated fully registered Bonds, and one Bond shall be issued in the principal amount of each stated maturity of the Bonds. Upon initial issuance, the ownership of such Bonds shall be registered in the 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 Bonds registered in its name for the purposes of payment of the principal of or interest on the Bonds, selecting the Bonds or portions thereof to be redeemed, if any, giving any notice permitted or required to be given to registered owners of Bonds under this Resolution, registering the transfer of 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 Bonds under or through DTC or any Participant, or any other person who is not shown on the Bond register as being a registered owner of any 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 Bonds, (iii) any notice which is permitted or required to be given to owners of 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 Bonds, or any consent given or other action taken by DTC as registered owner of the Bonds. So long as any Bond is registered in the name of Cede & Co., as nominee of DTC, the Registrar shall pay all principal of and interest on such Bond, and shall give all notices with respect to such 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 the principal of and interest on such Bond to the extent of the sum or sums so paid. No person other than DTC shall receive an authenticated 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 Bonds will be transferable to such new nominee in accordance with paragraph hereof. ---PAGE BREAK--- 8 In the event the City determines that it is in the best interest of the Beneficial Owners that they be able to obtain 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 Bonds in the form of certificates. In such event, the Bonds will be transferable in accordance with paragraph hereof. DTC may determine to discontinue providing its services with respect to the 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 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 Bonds and Beneficial Owners and payments on the 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 Bonds is permitted under paragraphs or hereof, such transfer or exchange shall be accomplished upon receipt by the Registrar of the 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 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 Bonds, or another securities depository as owner of all the Bonds, the provisions of this Resolution shall also apply to all matters relating thereto, including, without limitation, the printing of such Bonds in the form of bond certificates and the method of payment of principal of and interest on such Bonds in the form of bond certificates. 2.10. Form of Bonds. The Bonds shall be prepared in substantially the form set forth in the Act and as described in Exhibit C attached hereto and made a part hereof. Section 3. 2009 Special Sidewalk, Curb, Gutter and Alley Approach Sinking Fund. 3.01. 2009 Sidewalk Sinking Fund. The City hereby creates and designates the “2009 Special Sidewalk, Curb, Gutter and Alley Approach Sinking Fund” (the “Series 2009 Sidewalk Sinking Fund”). The 2009 Sidewalk Sinking Fund shall be maintained as a separate bookkeeping account by the City Finance Director/Treasurer on the books and records of the City. Within the 2009 Sidewalk Sinking Fund there shall be maintained separate accounts for each of the Projects as shown on Exhibit A hereto, designated accordingly (collectively, the “Project Accounts”). Within each Project Account there shall be maintained three separate subaccounts, designated as the “Construction Subaccount,” the “Principal Subaccount” and the “Interest Subaccount,” respectively. 3.02. Construction Subaccounts. There shall be credited to each Construction Subaccount in the Project Accounts the proceeds of the sale of the Bonds attributable to the respective Projects, as provided in Section 1.03 hereof. Any earnings on investment of money in a Construction Subaccount shall be retained therein. All costs and expenses of constructing the Improvements, or reimbursing the City for such costs, including any costs of issuance of the Bonds to be paid from proceeds of the Bonds shall be paid from time to time as incurred and allowed from the Construction Subaccount in the respective Project Account in accordance with the provisions of applicable law, and money in such Construction Subaccount shall be used for no other purpose, provided that after all claims and expenses with respect to the Improvements have been fully paid and satisfied, any money remaining in a Construction Subaccount shall be transferred to the Principal Subaccount in the Project Account for the applicable Project and applied to the special redemption of Bonds, pursuant to Section 2.06 hereof. 3.03. Principal Subaccounts and Interest Subaccounts. Money in the Principal Subaccounts and the Interest Subaccounts shall be used only for payment of the principal of and interest on the Bonds as such payments become due, or to prepay and redeem Bonds. From the proceeds of the Bonds, there ---PAGE BREAK--- 9 shall be deposited in the applicable Interest Subaccounts any interest on the Bonds accrued to the date of their delivery, pro rata, in proportion to the principal amount of Bonds issued for each Project as set forth in Section 1.03 hereof, and any unused Purchaser’s discount, as described in Section 2.08(a) hereof. Upon the collection of the installment of principal and interest due on January 1 and July 1 of each year on the special assessments to be levied with respect to the Improvements in each of the Projects, the City Finance Director/Treasurer shall credit to each Interest Subaccount in the respective Project Account so much of said special assessments as is collected as interest payments, and the balance thereof to each Principal Subaccount. Any installment of any special assessment paid prior to its due date with interest accrued thereon to the next interest payment date on the Bonds shall be credited with respect to principal and interest payments in the same manner as other assessments are credited to the respective Project Account. All money in each Interest Subaccount and Principal Subaccount shall be used to, respectively, pay interest on the Bonds then due, then to (ii) pay principal on the Bonds then due. Subsequently, if any money is available, it may be used to redeem Bonds, in accordance with Section 2.06 hereof. Redemption of the Bonds shall be in order of the principal amounts they represent as provided in Section 2.06 hereof and interest shall be paid as accrued thereon to the date of redemption, in accordance with the provisions of Section 7-12-4206 of the Act. 3.04. Loans from Revolving Fund. This City Council shall as often as necessary issue an order authorizing a loan or advance from the Revolving Fund to each of the Project Accounts in an amount sufficient to make good any deficiency then existing in an Interest Subaccount or a Principal Subaccount in a Project Account, to the extent that money is available in the Revolving Fund. A deficiency shall be deemed to exist in an Interest Subaccount or a Principal Subaccount in a Project Account if the money on deposit therein on each June 15 and December 15 (excluding amounts in a Principal Subaccount representing prepaid special assessments) is less than the amount necessary to pay Bonds due (other than upon redemption) and interest on all Bonds payable on the next succeeding interest payment date. Pursuant to Ordinance No. 601 of the City, adopted by this City Council on June 10, 1930, and in connection with the public offering of the Bonds, the City has undertaken and agreed to provide funds for the Revolving Fund by levying taxes or making loans from the City’s general fund, as authorized by Section 7-12-4222 of the Act. The City has promised to make loans from the Revolving Fund in the event that deficiencies exist in the various Project Accounts, as described in this Section 3.04. So long as any Bonds are outstanding, the City determines, covenants and agrees to make a loan from the City’s general fund or levy the property tax described in this Section 3.04 to provide funds for the Revolving Fund to the extent required under the provisions of this Resolution and the Act, even though such property tax levy may, under applicable law, require that property tax levies of the City for other purposes be reduced correspondingly. Section 4. City Covenants. The City covenants and agrees with the holders from time to time of each of the Bonds that until all of the Bonds and interest thereon are fully paid: 4.01. Compliance with Covenants. The City will hold the 2009 Sidewalk Sinking Fund and the Revolving Fund as trust funds, separate and apart from all of the City’s other funds, and the City, its officers and agents, will comply with all covenants and agreements contained in this Resolution. The covenants herein made with respect to the 2009 Sidewalk Sinking Fund and the Revolving Fund are in accordance with the undertaking and agreement of the City made in connection with the public offering and sale of the Bonds. 4.02. Construction of Improvements. The Improvements have been completed and the City is issuing the Bonds to reimburse itself for the costs of the Improvements. The City will do all acts and ---PAGE BREAK--- 10 things necessary to enforce any remaining provisions of the construction contracts entered into for the Improvements, and will reimburse itself for all costs of the Improvements out of the amount of the Bond proceeds appropriated thereto, in accordance with this Resolution and the Act. 4.03. Assessments. The City will do all acts and things necessary for the final and valid levy of special assessments upon all assessable property benefited by the Improvements, in accordance with the Constitution and laws of the State of Montana and the Constitution of the United States, in an aggregate principal amount of not less than $645,000, allocable as follows for each of the Projects: Project No. Project Name Principal Amount 05-054 Oxford-Central-North $123,935.21 07-071 Slant Streets (Ford to Higgins) 102,638.12 08-001 Miscellaneous Parcels 418,426.67 Total $645,000.00 Such special assessments shall be levied on each lot or parcel of land in front of which sidewalks, curbs and gutters are to be constructed and each lot or parcel of land having an access via the alley approach and, unless prepaid in full, shall be payable in equal semiannual installments over a period of eight, 12 or 20 years, as the case may be, with interest on the whole amount remaining unpaid at an annual rate equal to the sum of the average annual interest rate of the Bonds, plus (ii) one-half of one percent per annum The assessments to be levied over an eight year term will be payable on the 30th day of November in each of the years 2009 through 2016, and on the 31st day of May in the years 2010 through 2017; (ii) over a twelve (12) year term will be payable on the 30th day of November in each of the years 2009 through 2020, and on the 31st day of May in the years 2010 through 2021; and (iii) over a twenty (20) year term will be payable on the 30th day of November in each of the years 2009 through 2028, and on the 31st day of May in the years 2009 through 2029. The City has entered into Assessment Agreements with the Property Owners benefited by the Miscellaneous Parcels Project, which Assessment Agreements set forth the terms of repayment of the assessments. The first partial payment of each such assessment shall include interest on the entire assessment from August 1, 2009, the date of original registration of the Bonds, to January 1, 2010, and each subsequent partial payment shall include interest for six months on the unpaid balance of such special assessment. All installments of special assessments not paid in full on or before the date due shall become delinquent on such date. The assessments shall constitute a lien upon and against the property against which they are made and levied, which lien may be extinguished only by payment of the assessment with all penalties, costs and interest as provided in Section 7-12-4191 of the Act. No tax deed issued with respect to any lot or parcel of land shall operate as payment of any installment of assessments thereon which is payable after the execution of such deed, and any tax deed so issued shall convey title subject only to the lien of said future installments, as provided in state law. 4.04. Re-assess and Re-levy. If at any time and for whatever reason any special assessment or tax herein agreed to be levied is held invalid, the City and this City Council, its officers and employees, will take all steps necessary to correct the same and to re-assess and re-levy the same, including the ordering of work, with the same force and effect as if made at the time provided by law, ordinance or resolution relating thereto, and will re-assess and re-levy the same with the same force and effect as an original levy thereof, as authorized in Section 7-12-4186 of the Act. Any re-assessment or re-levy shall, so far as practicable, be levied and collected as it would have been if the first levy had been enforced including the levy and collection of any interest accrued on the first levy. If proceeds of the Bonds, including investment income thereon, are applied to the redemption of the Bonds, as provided in Sections 7-12-4205 and 7-12-4206 of the Act, or if refunding bonds are issued ---PAGE BREAK--- 11 and the principal amount of the outstanding bonds is decreased or increased, the City will decrease or increase, respectively, the outstanding assessments levied for the Improvements pro rata by the principal amount of such prepayment or the increment above or below the outstanding principal amount of bonds represented by the refunding bonds. The City and this City Council, its officers and employees will re- assess and re-levy such assessments, with the same effect as an original levy, in such decreased or increased amounts in accordance with the provisions of Sections 7-12-4176 through 7-12-4178 of the Act. 4.05. Litigation. There is now no litigation pending or, to the best knowledge of the City, threatened, questioning the validity or regularity of the ordering of the Projects, any contract for construction of the Projects, the levy and collection of special assessments as described herein or the undertaking and agreement of the City to make up any deficiency in the collection of special assessments through the levy of taxes and the making of advances from the Revolving Fund, or the right and powers of the City to issue the Bonds, or in any manner questioning the existence of any condition precedent to the exercise of the City’s powers in these matters. If any such litigation should be initiated or threatened, the City will forthwith notify in writing the Purchaser, and will furnish the Purchaser a copy of all documents, including pleadings, in connection with such litigation. Section 5. Tax Matters. 5.01. General Covenant. The City covenants and agrees with the owners from time to time of the 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 Bonds to become includable in gross income for federal income tax purposes under the Internal Revenue Code of 1986, as amended (the “Code”), and applicable Treasury Regulations promulgated thereunder (the “Regulations”), and covenants to take any and all actions within its powers to ensure that the interest on the Bonds will not become includable in gross income for federal income tax purposes under the Code and the Regulations. 5.02. Arbitrage Certification. The Mayor, the City Finance Director/Treasurer, and the City Clerk, being the officers of the City charged with the responsibility for issuing the Bonds pursuant to this Resolution, are authorized and directed to execute and deliver to the Purchaser a certificate in accordance with the provisions of Section 148 of the Code and Section 1.148-2(b) of the Regulations, stating that on the basis of facts, estimates and circumstances in existence on the date of issue and delivery of the Bonds, it is reasonably expected that the proceeds of the Bonds will be used in a manner that will not cause the Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Code and Sections 1.148-0 through 1.148-10 of the Regulations. 5.03. No Rebate Required. The City will comply with requirements necessary under the Code to establish and maintain the exclusion from gross income of the interest on the Bonds under Section 103 of the Code, including without limitation requirements relating to temporary periods for investments, limitations on amounts invested at a yield greater than the yield on the Bonds, and the rebate of excess investment earnings to the United States. 5.04. Qualified Tax-Exempt Obligations. In order to qualify the 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 Bonds are not “private activity bonds” as defined in Section 141 of the Code; the City designates the Bonds as “qualified tax-exempt obligations” for purposes of Section 265(b)(3) of the Code; ---PAGE BREAK--- 12 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 2009 will not exceed $30,000,000; and not more than $30,000,000 of obligations issued by the City during calendar year 2009 have been designated for purposes of Section 265(b)(3) of the Code. Section 6. Authentication of Transcript. The officers of the City are authorized and directed to furnish to the Purchaser and to bond counsel certified copies of all proceedings relating to the issuance of the Bonds and execute such other certificates, instruments, documents and affidavits as may be required to show the right, power and authority of the City to issue the Bonds as tax-exempt obligations, and all statements contained in and shown by such instruments, including any heretofore furnished, shall constitute representations of the City as to the statements contained therein. Section 7. Defeasance. 7.01. General. When the liability of the City on all Bonds issued under and secured by this Resolution has been discharged as provided in this Section 7, all pledges, covenants and other rights granted by this Resolution to the owners of the Bonds shall cease. 7.02. Payment. The City may discharge its liability with reference to any Bond, or installment of interest thereon which is due on any date by depositing with the Registrar on or before that date a sum sufficient and providing proceeds available for the payment thereof in full; or if any Bond or installment of interest thereon shall not be paid when due, the City may nevertheless discharge its liability with reference thereto by depositing with the Registrar a sum sufficient and providing proceeds available for the payment thereof in full with interest accrued to the date of such deposit. 7.03. Redemption. The City may also discharge its liability with reference to any prepayable Bonds which are called for redemption on any date in accordance with their terms by depositing with the Registrar on or before that date an amount equal to the principal and interest which are then due thereon; provided that notice of such redemption has been duly given as provided in this Resolution. 7.04. Defeasance by Escrow. The City may also at any time discharge its liability in its entirety with reference to the Bonds, subject to the provisions of law now or hereafter authorizing and regulating such action, by depositing irrevocably in escrow, with a bank qualified by law as an escrow agent for this purpose, cash or securities which are authorized by law to be so deposited, bearing interest payable at such times and at such rates and maturing on such dates as shall be required, without reinvestment, to provide funds sufficient to pay all principal and interest to become due on all Bonds on or before maturity or, if any Bond has been duly called for redemption or provision irrevocably made therefor, on or before the designated redemption date. 7.05. Irrevocable Deposits. If an officer of the City is the Registrar, any deposit made under this Section 7 with the Registrar shall be irrevocable and held for the benefit of the owners of Bonds in respect of which such deposits have been made. Section 8. Continuing Disclosure. 8.01. 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 Bonds; however, any Bondholder may take such actions as may be necessary and appropriate, including seeking ---PAGE BREAK--- 13 mandate or specific performance by court order, to cause the City to comply with its obligations under this Section. 8.02. 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 Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof. Section 9. Repeals and Effective Date. 9.01. 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. 9.02. 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--- 14 Passed by the City Council of the City of Missoula, Montana, this 13th day of July, 2009. Mayor Attest: City Clerk ---PAGE BREAK--- A-1 EXHIBIT A PROJECTS Project No. Project Name Principal Amount 05-054 Oxford-Central-North $123,935.21 07-071 Slant Streets (Ford to Higgins) 102,638.12 08-001 Miscellaneous Parcels 418,426.67 Total $645,000.00 [The remainder of this page is intentionally left blank.] ---PAGE BREAK--- B-1 EXHIBIT B BIDS FOR THE SERIES 2009 BONDS ---PAGE BREAK--- C-1 EXHIBIT C FORM OF THE BOND UNITED STATES OF AMERICA STATE OF MONTANA MISSOULA COUNTY CITY OF MISSOULA POOLED SPECIAL SIDEWALK, CURB, GUTTER AND ALLEY APPROACH BOND SERIES 2009 No. Rate Maturity Date of Original Issue CUSIP July 1, 20__ August 1, 2009 605858 REGISTERED OWNER: Cede & Co. PRINCIPAL AMOUNT: DOLLARS FOR VALUE RECEIVED, The City of Missoula, Missoula County, 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. 7430, adopted by the City Council of the City on June 22, 2009 (the “Authorizing Resolution”), and Resolution No. adopted by the City Council of the City on July 13, 2009 (the “Bond Resolution”), all subject to the provisions hereinafter described relating to the redemption of this Bond before maturity. This Bond bears interest at the rate per annum specified above from the date of registration of this 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 Bond shall have been duly called for redemption by the City Finance Director/Treasurer. Interest on this Bond is payable semiannually, commencing January 1, 2010, on the 1st day of January and the 1st day of July in each year, to the owner of record of this 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 Bond are payable by check or draft of the Registrar, or its successor designated under the Bond Resolution described herein. The principal of and interest on this Bond are payable in lawful money of the United States of America. Notwithstanding any other provisions of this Bond, so long as this 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 Bond, and shall give all notices with respect to this Bond, only to Cede & Co. or other nominee in ---PAGE BREAK--- C-2 accordance with the operational arrangements of DTC or other securities depository as agreed to by the City. This Bond is one of an issue in the aggregate principal amount of (the “Bonds”), all of like date of original issue and tenor, except as to serial number, denomination, date, interest rate, maturity date, and redemption privilege. The Bonds are issued pursuant to and in full conformity with the Constitution and laws of the State of Montana thereunto enabling, including Montana Code Annotated, Title 7, Chapter 14, Part 41 and Title 7, Chapter 12, Parts 41 and 42, as amended (collectively, the “Act”), for the purpose of financing a portion of the cost of construction of certain sidewalk, curb, gutter and alley approach projects in the City, to fund a deposit to the Revolving Fund (hereafter defined) and to pay costs associated with the sale and security of the Bonds (collectively, the “Improvements”). The Bonds are issuable only as fully registered bonds in minimum denominations of $5,000 or any integral multiple thereof. This Bond is payable from the collection of a special tax or assessment levied upon all assessable property benefited by the Improvements. This Bond is a special, limited obligation of the City and is not a general obligation of the City. The City has validly established a Special Improvement District Revolving Fund (the “Revolving Fund”) to secure the payment of certain of its special improvement district bonds and sidewalk, curb, gutter and alley approach bonds or warrants, including the Bonds. The City has also agreed, to the extent permitted by the Act, to issue orders authorizing loans or advances from the Revolving Fund to the 2009 Special Sidewalk, Curb, Gutter and Alley Approach Sinking Fund (the “2009 Sidewalk Sinking Fund”), in amounts sufficient to make good any deficiency in the 2009 Sidewalk Sinking Fund to pay principal of or interest on the Bonds, to the extent that funds are available in the Revolving Fund, and to provide funds for the Revolving Fund by annually making a tax levy or loan from its general fund in an amount sufficient for that purpose, subject to the limitation that no such tax levy or loan may in any year cause the balance in the Revolving Fund to exceed five percent of the principal amount of the City’s then outstanding special improvement district bonds and sidewalk, curb, gutter and alley approach bonds and warrants secured thereby. While any property tax levy to be made by the City to provide funds for the Revolving Fund is subject to levy limits under current law, the City has agreed in the Bond Resolution to make a loan from its general fund or levy property taxes to provide funds for the Revolving Fund to the extent described in this paragraph and, if necessary, to reduce other property tax levies in the City correspondingly to meet applicable levy limits. The Bond is subject to mandatory redemption in order of registration on any interest payment date if, after paying all applicable principal and interest then due on the Bonds, there are funds to the credit of the 2009 Sidewalk Sinking Fund from surplus funds not required to pay costs of the Improvements or from the prepayment of special assessments to be levied on property benefited by the Improvements thereof. In addition, Bonds with stated maturities on or after July 1, 2020 will be subject to redemption on July 1, 2019, 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 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 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 ---PAGE BREAK--- C-3 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 Bonds. On the redemption date so fixed interest on the Bonds to be redeemed shall cease to accrue. As provided in the Bond Resolution, and subject to certain limitations set forth therein, this Bond is transferable upon the books of the City at the operations center 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 registered owner or the owner’s attorney; and may also be surrendered in exchange for Bonds of other authorized denominations. Upon such transfer or exchange, the City will cause a new Bond or 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 Bond is registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of receiving payment and for all other purposes, and neither the City nor the Registrar shall be affected by any notice to the contrary. IT IS HEREBY CERTIFIED AND RECITED that all things required to be done precedent to the issuance of this Bond have been properly done, happened and been performed in the manner prescribed by the Constitution and the laws of the State of Montana and the resolutions and ordinances of the City relating to the issuance hereof; and that the opinion attached hereto is a true copy of the legal opinion given by Bond Counsel with reference to the Bonds, dated the date of original issuance and delivery of the Bonds. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Bond Resolution until the Certificate of Authentication hereon shall have been executed by the Registrar by the manual signature of one of its authorized representatives. [The remainder of this page is intentionally left blank.] ---PAGE BREAK--- C-4 IN WITNESS WHEREOF, the City of Missoula, Montana, by its City Council, has caused this Bond to be executed by the facsimile signatures of the Mayor, the City Finance Director/Treasurer and the City Clerk and by a facsimile of the official seal of the City. CITY OF MISSOULA, MONTANA (SEAL) By (facsimile signature) Mayor By (facsimile signature) City Finance Director/Treasurer By (facsimile signature) City Clerk CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Bond Resolution mentioned within. U.S. BANK NATIONAL ASSOCIATION, as Bond Registrar, Transfer Agent, and Paying Agent By: Its Authorized Signatory ---PAGE BREAK--- C-5 The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM-M as tenants UTMA Custodian in common (Cust) (Minor). TEN ENT - as tenants by the entireties under Uniform Transfers JT TEN - as joint tenants to Minors Act with right of (State) survivorship and not as tenants in common Additional abbreviations may also be used. ---PAGE BREAK--- C-6 ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto the within Bond and all rights and title thereunder, and hereby irrevocably constitutes and appoints as attorney to transfer the within bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER NOTICE: The signature to this assignment OF ASSIGNEE: must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration, enlargement or any change whatsoever. SIGNATURE GUARANTEED Signature(s) must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in STAMP or such other “signature guaranty program” as may be determined by the Registrar in addition to or in substitution for STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. ---PAGE BREAK--- D-1 EXHIBIT D BLANKET ISSUER LETTER OF REPRESENTATIONS MS190-10 (BWJ) 348489v.2