2. Signature and No-Litigation Certificate$2,000,000
Tax Increment Urban Renewal Revenue Bonds
Consisting of
$1,445,000 Series 2005A Bonds (Non-AMT) and
$555,000 Series 2005B Bonds (AMT)
City of Kalispell, Montana
SIGNATURE AND NO -LITIGATION CERTIFICATE
We, Pamela B. Kennedy, Amy Robertson and Theresa White, hereby certify that we are
the duly qualified and acting Mayor, Finance Director and City Clerk, respectively, of the City of
Kalispell, Flathead County, Montana (the "City"). We further certify on behalf of the City that:
1. True and correct facsimiles of the undersigned Mayor, Finance Director and City
Clerk as such officers are affixed to the $1,445,000 Tax Increment Urban Renewal Revenue
Bonds, Series 2005A (Non-AMT) and $555,000 Tax Increment Urban Renewal Revenue Bonds,
Series 2005B (AMT) , of the City, dated, as originally issued, as of September 15, 2005 (the
"Bonds"). The Bonds mature on the dates, bear interest at the rates and are substantially in the
form prescribed by Resolution No. 5051, adopted by the City Council of the City on September
6, 2005 (the "Resolution"). The Resolution is in full force and effect and has not been further
amended or supplemented. We have delivered the Bonds to U.S. Bank National Association, in
Seattle, Washignton, as Registrar, for authentication and delivery to The Depository Trust
Company, in New York, New York, for the benefit of D.A. Davidson & Co., in Great Falls,
Montana (the "Purchaser"). The Bonds are in fully registered form pursuant to a system of
registration established by the Resolution.
2. The Bonds have been in all respects duly executed for delivery pursuant to authority
conferred upon such officers; that no obligations other than those described above have been
issued pursuant to such authority; that none of the proceedings or records which have been
certified to the Purchaser or to the attorneys approving the legality of the issuance of the Bonds
has been in any manner repealed, amended or changed except as shown by additional
proceedings or records furnished each of them; and that there has been no material adverse
change in the financial condition of the City or the circumstances affecting the Bonds, except as
shown by the materials so furnished.
3. No litigation is now pending, or, to the best of our knowledge, threatened: (i)
restraining or enjoining the issuance or delivery of the Bonds, (ii) questioning the organization or
boundaries of the City or the right of any officers of the City to their respective offices, (iii)
questioning the right and power of officers of the City to deliver the Bonds, (iv) challenging the
validity of or security for the Bonds, the pledge of Tax Increment (as defined in the Resolution)
to pay the principal of, premium, if any, and the interest thereon or (v) challenging the validity or
legality of the Resolution.
4. The seal affixed hereto is the true official seal of the City.
WITNESS our hands and the seal of the City on behalf of the City as of this 15th day of
September, 2005.
OF KALISPELL, MONTANA
Y,af, Mayor -
AL) e `
Y7 Finance Director
4,a ��inaa 8 ;ff`
°' g City Clerk