Document Billings_doc_09d93b81ef

CERTIFICATE AS TO RESOLÛfION ÀND ADOPTING VOTE the undersigrred, being the duly qualified and acting recording officer of the City of Billings, Montana (the "City), hereby certiff that the attached resolution is a true copy of a Resolution entitled: 'RESOLUTION RELATING TO POOLED SPECIAL MPROVEMENT DISTRICT BONDS (SPECIAL IMPROVEMENT DISTRICT NOS. 1378, 1379, 1380 AND 1383), SERIES 2008; FD(NG THE FORM AND DETAILS AND PROVIDING FOR TIIE EXECUTION AND DELIVERY THEREOF AND SECURIry TIIEREFOR' (the "Resolution"), on file in the original reco¡ds of the City in my legal custody; that the Resolution was duly adopted by the City Council of the Cíty at a meeting on September 8, 2008, and that the meeting was duly held by the City Councíl and was attended tbroughout by a quorurr¡ pursuant to call and notice ofsuch meeting given as required by law; and that the Resolution has not as ofthe date hereofbeen amended or repealed. I further certiry that, upon vote being taken on the Resolution at said meeting, the following City Council members voted in favor the¡eof: Ronquillo, Gaghen, Pitman, Stevens, Veis, Ruegamer, McCall, (Illedalen, Astle, Clark voted against the same: None abstained from voting thereon: None or were absent: None WITNESS my hand offrcially this 8th day of September, 2008. Can Martin. Citv Clerk ---PAGE BREAK--- RESOLUTION RELÀTING TO POOLED SPECIAL IMPROVEMENT DISTRICT BONDS (SPECIÄL IMPROVEMENT DISTRICT NOS. L378,1379,1380 AND 1383), SERIES 2OO8; FDilNG TtrF,FORM AND DETAILS AND PROVIDING FOR Tnp EXECIITION AND DELTVERY THEREOF AND SECI]RTTY THERXFOR follows: BE IT RESOLVED by the City Council (the "City Council") of the City of Billings, Montana (the "City"), as Section l. Recitals. It is hereby found, determined and declared as follows: 1.01. Establishment of Special ImprovementDistrictNos. 1378. 1379. 1380 and 1383. RESOLUTION NO. 08-18750 Intent Resolutions. This Cor¡ncil has duly and valídly created and established in the City various special improvement districts (individually a "District" and, collectively, the "Districts"), designated as the following: Special Improvement District No. 1378 ("District No. 1378"); (ii) District No. 1379 ("District No. 1379"); (ííi) District No. 1380 ("District No. 1380'); and (Ð District No. 1383 ("District No. 1383'). The Cíty expressed its intention to create each District pursuant to the following resolutions of this City Council: pursuant to Resolution No. 07-18555, adopted on May 19,2007, with respect to District No. 1379; (ii)pursuant to Resolution No. 07-18579, adopted on July 23,2007, with respect to District No. 1380; (iii) pursuant to Resolution No. 07-18629, adopted on December 10, 2001 , with respect to District No. I 380; and (iv) pursuant to Resolution No. 08-18669, adopted on January 28, 2008, with respect to Dist¡ict No. i383. Resolution No. 07-18555, Resolution No. 07-1 8579, Resolution No. 07-1 8629 and Resolution No. 08-t 8669 are each referred to herein as an lntent Resolution and collectiveiv as the "Intent Resolutions". The Districts were formed for the purpose of financing certain public improvements, and incidental costs thereto, for the special benefit of the properties located in the Districts. Each lntent Resolution designated the number of each District, desc¡ibed the boundaries thereof, stated the general charactèr of the public improvements (the "Improvements") to be made in each District and specially benefiting property located therein, and an estimate of the costs thereoi in accordance \ryith the provisions of Montana Code A¡notated, Title 7, Chapter 12, Parts4l and 42, as amended (the "Act"). Pu¡suant to each Intent Resolution, this City Council also decla¡ed its intention to cause the cost and expense of makiag the Improvements to be assessed against the owners of the properties (the "Property Owners") inoluded within the boundariçs of each District in accordance with one or more methods of assessment authorized in Sections 7 -12-4161 to 7 -12-4165 of tlie Act. Capitalized terms used in this resolution and not defined herein shall have the meanings given them in each Intent Resolution. Lr the Intent Resolutions (except with respect to District No. 1380 which is described below), this City Council further found that ít is in the public interest, and in the best interest of the City and the Districts, to secure payment of principal of and interest on the Bonds by the Revolving Fund of the City (the "Revolving Fund"), on the basis of the factors required to be considered under Section 7 -12-4225 of the Act. Those prior findings are hereby ratified and confirmed. This City Councii, in each Intent Resolution, also deciared its intention to reimburse the City for costs paid before issuance of the Bonds, as required by Section 1 .150-2 of the Income Tax Regulations promulgated under the Intemal Revenue Code of 1986, as amended (the "Code"). Notices. Notices of the passage of each of the Intent Resolutions rrere given by two publications in The Bíllings Times, tt.e official newspaper of the City and a qualified nervspaper of general circulation in the City, as required by the Act. Notice of the passage of each Intent Resolution was also mailed to all persons, or corporations or the agents the¡eof owning real properfy within the Districts listed in their names upon the last completed assessment roll for State of Montana (the "State"), Yellowstone Counry (the "County"), and school district taxes, at their last known addresses. The notice ofpassage of each Intent Resolution (except with respect to Dishict No. 1380 which is described below), in accordance with the provisions thereof, stated the following: the general character of the Improvements, (ii) the estimated cost of the Improvements; (iii) the method or methods of assessment of such costs against properties in the Districts; (iv) the time when and the place whe¡e the City Council would hear and pass upon all protests made against the making of the lmprovements or the creation of the Districts; referred to the Intent Resolutions as being on fìle in the office of the City Clerk for a description of the boundaries ofthe Districts; and (vi) included a statement that, subject to the limitations ofSection 7-12-4222 ofthe Act, the general fund of the City may be used to provide loans to the Revo.lving Fund or a general tax levy may be imposed on all taxable property in the City to meet the financial requirements of the Revolving Fund. The notice of passage of the Intent Resolution with respect to Disbict No. 1380 stated the items set forth in of this section. The notice of public hearing with respect to the pledge of the Revolving Fund published by the City tn The Billings Times atad Resolution No . 08-187 47 , adopted on August 25,2008, included the items set forth in (vi) above in this section. Formation of the Districts. At regularly scheduled meetings, this City Council met to hear, consider and pass upon all protests made against the making of the Improvements and the creation of each of the Districts. After the public heanngs and deliberations with respect to the formation of each District, this City Council, pursuant a resolution duly adopted of this City Council with respect to each District determined and ì ---PAGE BREAK--- decla¡ed that insufücient protests against the creation of each ofthe Districts or the proposed work had been filed in the time and manner provided by law by the owners of the property to be assessed for the Improvements in tle Districts. This City Council, in the resolutions with respect to the formation of District No. 1378, District No. 1379, and District No. 1383, also confirmed the findings it previously made in the Intent Resolutions with respect to the pledge of the Revolving Fund to the portion of the Bonds allocable to each District. Pursuant to Resolution No. 08-18747 ofthe City Council adopted on August 25,2008, after a properly noticed public hearing, this City Council made {indings with respect to the pledge of the Revolving Fund to the Bonds aliocable to District No. 1380. The bounda¡ies of the Districts have not been amended or altered since the passage of the resolutiors authorizing their formation. 1.02. Construction Contracts and Related Costs. Plars, specifications, maps, profiles and surveys for construction of the Improvements in each District were prepared by the engineers acting for the City with respect to the Improvements in each District, and were thereupon examined and approved by this City Council. An advertisement for bids for construction of the lmprovements in each District was published inThe Billings Times,the official newspaper of the City, in accordance with the provisions of Section 7-12-4141 of the Act, after which the bids theretofore received were opened and examined. The City subsequently reviewed the bids with engineer selected by the City for the Improvements to each District and the City subsequently award the contract for construction of the Improvements in each District to the contractor that ìvas determined to be the lowest bidder for the fumishing of all work and material required for constructing the improvements in each District.. Contracts for the construction ofthe Improvements were therefore awarded to said bidders, subject to the right of owne¡s of propefy liable to be assessed for the costs thereof to elect to take the work ánd enter into written contracts therefor in the manner provided by Section 7-I2-4I4'7 of the Act, which election the property owners failed to make. Thereafter, the City and the successful bidders for the construction contracts related to the Improvements entered into written contracts for construction ofthe Improvements upon the bidders having executed and filed bonds satisfactory to this City Council and in the f,orm and marurer provided by Montana Code A¡notated, Title I 8, Chapter 2, Part 2, as amended. 1.03. Costs. It is currently estimated that the total costs and expenses of ttre lmprovements, including the incidental costs, are as set forth in Resolution No. 08-1 8740, adopted on August 1 1, 2008. The City currently estimates that the costs and expenses to be assessed against properties benefited by the Improvements in each District for which the City has not already received payment, including costs of preparation of plans, specifications, maps, profiles, engineering superintendence and inspection, preparation of assessment rolls, expenses of making the special assessments, the cost of work and materials under the construction contract and all other costs and expenses, including the deposits of Bond proceeds to the Revolving Fund, are not less than $1,075,000. Such amount will be levied and assessed upon the assessable real property within the Districts on the basis described in each Intent Resolutions, and the City will not contribute funds to the construction ofthe Improvements, other than from proceeds ofthe Bonds. Tlls City Council hasjurisdiction and is required by law to lery and assess $1,075,000, together with interest thereon, to collect such special assessments and credit the same to the special improvement District Account (as defined herein) created for each ofthe Dístricts, which District Accounts are to be maintained on the official books and records of the City separate from all other Cify firnds, for the payment ofprincipal ofand interest due on the Bonds. 1 .04. Sale and Issuance of Bonds. For the purpose of financing a portion of the costs and expenses of making the lmprovements, whích are to be assessed agaínst 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 Bonds in the total aggregate amount not to exceed S I ,075,000, which amount represents Bonds allocable for each District as follows: District Numbe¡ 1 378 t379 13 80 1 383 Principal Amorurt $235,000 442,000 80,000 318,000 Advertisements for bids for the purchase of the Bonds were published in accordance with the provisions of Sections 7-12-4204,7-7-4252 of the Act and Montana Code A¡rnotated, Section 17-5-106, as amended. After a public sale conducted in accordance with applicable statutory provisions and pursuant to Resolution No.08-18740, adopted by this City Council on August 1 1, 2008. The bid of D.A. Davidson & Co. of Great Falls, Montana and Denver, Colorado (the "Purchaser") is hereby accepted by the Cíty Council and the sale of the Bonds is hereby awarded to the Purchaser. The bid of the Purchaser was the one bid ¡eceived by the City with respect to the Bonds and is listed in Exhibit B attached to this resolution and made a part hereof. The City is authorized to enter into a purchase contract r¡/ith the Purchaser, as the lowest responsible bidder (representing the iowest tn¡e interest cost (TIC)) pursuant to which the Purchaser agreed to purchase the Bonds from the City at a purchase price of$1,056,725, without accrued interest, at the rates ofinterest and prices set forth in Section 2.0 t hereof and contained on the bid of the Purchaser. The bid of the Purchaser represents a true interest cost (TIC)of 5.1020%andatotalnetdollarinterestcostof$461,086.89. ThePurchaserhasrepresentedtotheCitythatthe Purchaser will resell the Bonds to the public at a price of one hundred percent (100%) ofthe principal amount thereof. ---PAGE BREAK--- 1 .05. Recitals. Aìl acts, conditions and things required by the Constitution and laws of the State, including the Act, as amended, in order to make the Bonds valid and binding special obligations in accordance with their terms and in accordance with the terms ofthis resolution have been done, do exist, have happened and have been performed in regular and due form, time and marmer as so required. Section 2. Description of the Bonds. 2.01. Principal Amount. Maturities, Denominations, Date. Interest Rates. For the purpose of paying the costs and expenses incurred in construction ofthe Improvements, and in anticipation ofthe collection ofspecial assessments to be levied therefor, and in accordance with the proposal described in Section L05, the City shall forthwith issue and sell the Bonds to the Pwchaser. The Bonds are payable solely from amounts deposited in the Special lmprovement District Nos. 1378, 1379, 1380 and 1383 Debt Service Fund (the "Debt Service Fund") and the District Accounts and subaccounts established therein. The Bonds shall be denominated "Pooled Special Improvement District Bonds (Special hnprovement District Nos. 1378, 1379, 1380 and 1383) Series 2008". The Bonds shall be dated, as originally issued, and be registered as of September 29, 2008, shall each be in minimum denominations of $5,000 or any integral multiple thereof of single maturities, shall mature on July 1 in the years and principal amounts set forth below. The Bonds maturing in such years and principal amounts shall bear interest from the date of original registration until paid or duly called for redemption at the rates per affìum set forth opposite such years and amounts, respectively: Maturity Yea¡ 2009 2010 2011 2012 2013 20t4 2015 z0t6 20t7 201 I 2019 2020 2021 ' 2022 2023 Principal Amount $ 65,000 55,000 55,000 60,000 65,000 65,000 65,000 70,000 70,000 70,000 80,000 8s,000 85,000 85,000 100,000 2.02. lnterest Payment Dates. Interest on the Bonds shall be payable on each January 1 and July l, commencing January l, 2009 (each a "Payment Date"), to the owners of record thereof as such appear on the bond regishar at the close of business on the fifteenth (15rH) day of the irnmediately preceding month, whether or not such day is a business day. Upon the original delivery ofthe Bonds to the Purchaser and upon each subsequent transfer or exchange of a Bond pursuant to Section 2.04,the Registrar shall date each Bond as of the date of its authentication. 2.03. Method of Pavment. The Bonds shall be issued only in fully registered form. The interest on and, upon surrender thereof at the operations center of the Registrar (as hereinafter defined), the principal of each Bond, shall be payable by check or draft drawn on the Registrar. 2.04. Registration. The City hereby appoints U.S. Bank National Association, of Seattle, Washington, to act as the initial bond registrar, transfer agent and paying agent (the "Registar"). 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 Regishar for services performed with respect to the Bonds. This Section 2.04 shall establish a system of registration for the Bonds as defined by the Bond Registration Act. 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 ofBonds and the registration of transfers and exchanges of Bonds entitled to be registered, transferred or exchanged. Transfer. Upon surrender for tra¡sfer 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 designated transferee or tarsferees, 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 registation ofthe transfer ofany 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 2.05 he¡eof. Exchange ofBonds. Whenever any Bond is surrendered by the registered owner for exchange, the 2 lnterest Rate 2.80% t 3.25 3.60 3.80 4.00 4.15 4.35 4.50 4.O) 4.80 4.95 5.10 5.20 s.30 5.40 Bond Yield Price 2.80% 3.25 3.60 3.80 4.00 4.15 4.35 4.50 4.65 4.80 4.95 5.10 5.20 5.30 5.40 100% i00 r00 r00 r00 100 100 100 100 r00 100 i00 100 i00 100 ---PAGE BREAK--- Registrar shall authenticate and deliver one or more new Bonds of a like aggregate principal amount and mafurity, as requested by the registered owner or the o,trner's attomey duly authorized in writing. Cancellation. All Bonds su¡rendered upon any transfer or exchange shall be canceled by the Registrar and thereafter disposed ofas 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. (Ð 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, a¡rd all such payments so made to any such registered owner or upon the owner's order shall be valid and effectual to satis$ and discharge the liability upon such Bond to the extent ofthe sum or sums so paid. Taxes. Fees and Charees. For every transfer of Bonds or exchange of Bonds (except for an exchange upon the partial redemption of any Bond pursuant to Section 2.05 hereof), the Registrar may impose a charge upon the owner thereof sufñcient to reimburse the Registrar for any tax, fee or otler govemmental charge required to be paid with respect to such transfer or exchange. Mutilated, Lost. Stolen or Destroyed Bonds. I¡ 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 ofany such mutiÌated Bond or in lieu ofand 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 desüoyed, stolen or lost, upon filing with the Registrar of evidence satisfactory to it that such Bond was destroyed, stolen o¡ lost, and of the.ownership thereof, and upon fumíshing to the Registrar an appropriate bond o¡ 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 ca¡rcellation 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 íssue a new Bond prior to payment. 2.05. Redemption of the Bonds. Mandatory Redemption. If on any Payment Date there will be a balance in the Debt Service Fund after payment of the principal and interest due on all Bonds drawn against it, either from the prepayment of special assessments levied in the Districts or (ii) the transfer of surplus money from a Construction Subaccount to a District Account and, subsequentìy, to the Debt Service Fund, as provided in Section 3.02, then the Financial Services Manager shall call for redemption on the Payment Date outstanding Bonds, or portions thereof, rn an amount which, together with the interest thereon to the Payment Date, will equal the amount of such funds on deposit in the Debt Service Fund on that date are subject to mandatory redemption on that Payment Date. The redemption price of the Bonds on such Payment Date shall equal the amount of the principal amount of the Bonds to be redeemed, plus interest accrued to the date of redemption on the applicable Payment Date. Optional Redemption. The Bonds with stated maturitids on or after July 1,2019 are subject to redemption, in whole or in part, on July 1,2018, and any date thereafter, at the option of the City, in whole or in part, from sources of funds available therefor other than those described in Subsection of this Section 2.05, at a redemption pnce equal to the principal amount thereof to be redeemed plus interest accrued to the redemption date, without premium. Selection of Bonds for Redemption: Partial Redemption. If less than all of the Bonds are to be redeemed, Bonds shall be redeemed in order of the stated maturities thereof. If less than all Bonds of a stated mahrrity are to be redeemed, the Bonds of such maturity shall be selected for redemption in 55,000 principal amounts selected by the Registrar by lot or other manner it deems fair. Upon padial redemption of a Bond, a new Bond or Bonds will be delivered to the registered owne¡ without charge, rÇpresenting the remaining principal amount thereof outstanding. Notice and Effect of Redemption. The date of redemption and the principal amount of the Bonds shall be fixed by the Financial Services Manager, who shall give notice thereof to the Registrar in sufficient time for the Registrar to give notice, by f¡¡st class mail, postage prepaid, or by other means required by the securities depository, to the o'"vner or owners of such Bonds at their addresses appearing in the bond register, of the numbers of the Bonds or portions thereof 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 ofmailing notice. On the date so fìxed interest on the Bonds or portions- thereof so redeemed shall cease. ---PAGE BREAK--- 2.06. Form. The Bonds shall be drawn in substantially the form set forth in ExhibitA hereto, and by this reference made a part hereof, with such modifications as are permitted by the Act. 2.07. Execution. Registration and Delivery. The Bonds shall be prepared under the dírection of the a Financial Services Manager nd shall be executed on behatf of the City by the signatures of the Mayor, Financial Services Manager, and the City Clerk, provided that the sigaatures and the corporate seal may be printed, engraved or lithographed facsimiles of the originals. The seal of the City need not be impressed or imprinted on any Bond. In case any officer whose signature or a facsimile of whose signature shali appear on the Bonds shall cease to be such offtcer before the deiivery of any Bond, such signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. Notwithstanding such execution, no Bond shall be valid or obligatory for any purpose or entitled to any secwity or benefit under this resolution unless a certificate of authentication and registration on such Bond has been duly executed by the manual signature of an authorized rqrresentative of the Registrar. Certificates of authentication and registration on different Bonds need not be sip.ed by the same representative. The executed certificate of authentication and registration on each Bond shall be conclusive evidence that it has been authenticated and delivered under this ¡esolution. The Bonds shall be registered in order of their seúal numbers by the Registrar, as attested by the Certificate of Authentication, as of September 29,2008. When the Bonds have been so executed, authenticated and registered, they shall be delivered by the Registrar to the Pu¡chaser upon payment of the purchase price in accordance with the contract of sale heretofore made and executed. 2.08. Application of Bond Proceeds. The Purchaser shall not be obligated to see to the application of the purchase price of the Bonds. The City's Financial Services Manager (or his/her designee) shall credit the proceeds of the Bonds (taking into account the Purchaser's discount of$l 8,275) as follows: $53,750.00 to the Revolving Fund, as required by Section 7-12 -4169(2) ofthe Act; '$26,887.50 the General Fund of the City for the City's administration fee with respect to the Districts; and $976,087.50 to the Construction Subaccounts in each District Account (on a pro-rata basis in accordance with the allocation set forth in Section 1.04 of this resolution) of the Debt Service Fund for the cost of the lmprovements and the paym.ent of costs of issuance for the Bonds. 2.09. Securities Depository for the Bonds. Definitions. For purposes of this Section 2.08, the following terms shall have the following meanings: "Beneficial Owner" shail 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 ¡ecords 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 the Bonds as securities depository. "Representation Letter" shall mean the Blanket Issuer Letter of Representations from the City to DTC, which ís hereby incorporated by reference and made a part hereof. Book-Entr_y Only System. The Bonds shall be initially issued as separately authenticated ñrlly 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, g.iving 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 Regishar nor the City shall have any responsibility or obligation to any Participant, any Person claiming a beneficial ownership interest in the Bonds under or ttrough DTC or any Participant, or any other Person which is not showir 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, with respect to the payment by DTC or any Participant of any amount with respect to the principal of or interest on the Bonds, with respect to any notice which is permitted or required to be given to owners of Bonds under this Resolution, with respect to the selection by DTC or any Participant of any person to receive payment in the event of a partial redemption of the Bonds, or with respect to any consent given or other action taken by DTC as registered o."vner of the Bonds. So long as any Bond is registered in the name of Cede & Co., as ---PAGE BREAK--- 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 fulty satisff and discharge the Cíty's obligations with respect to the principal of and interest on the Bonds to the extent of the sum or sruns so paid. No Person other than DTC shall receive an authentícated Bond for each separate stated mahrity 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. Discontinuing Book-Entry System. In the event the City determines that it is in the best interest of the Beneficiai Owne¡s that they be able to obtain Bonds in the form of Bond certificates, the City may notify DTC and the Registrar, whereupon DTC shall notif, the Participants of the availability through DTC of Bonds in the form of certificates. ln 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. Bianket Letter ofReoreseniations. The Representation Letter sets forth certain matters with respect to, among.other things, notices, consents and approvals by registered owners ofthe Bonds and Beneficial Owners and payments on the Bonds. The Registrar shatl have the same rights with respect to its actions thereunder as it has with respect to its actions under this resolution. Transfer of Bonds. I¡ the event that any transfer or exchange of Bonds is permitted under paragraph or hereo{ such transfer or exchange shall be aecomplished upon receipt by the Registar of the Èonds 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 nomiriee for DTC as otvner of ail the Bonds, or another securities depository as owner of all the Bonds, the provísions of ttris Resolution shall also apply to ali matters relating thereto, including, without limitation, the printing of such Bonds in the form of Bond certificates and the method of payment ofprincipal of and interest on such Bonds in the form ofBond certificates. Section 3. Debt Service Fund: Accounts Created Therein: and Speciai Assessments. 3.0 L Debt Service Fund. The¡e is hereby created and established a fund designated as the "Special Improvement Districr Nos. 1378, 1379, l38O and 1383 Fund" (the "Debt Service Fund"), which shall be maintained by the Financial Services Manager on the books and records of the City separate and apart from all other funds of the City. 'Within the Debt Service Fund there shall be created and maintained separate accounts for each of the Districts and designated as the District No. [13J Account (each a "District Account" and collectively, the "District Accounts"). Within each District Account the¡e shatl be maintained tfuee separate subaccormts, designated as the "Construction Subaccount," the i'Principal Subaccount" and "Interest Subaccount," respectively. 3.02. Construction Subaccounts. There shall be credited to the Construction Subaccount in each of the District Accounts the pro-rata portion of the proceeds of the sale of the Bonds as provided in Section 2.08. Any eamings on investment of money in the Construction Subaccount shall be retained therein. Alì costs and expenses of constructing the Improvements to be paid from proceeds of the Bonds shall be paid from time to time as incurred and allowed from the Construction Subaccount in accordance with the provisions of applicable law, and money in the Construction Subaccount shall be used for no other purpose; provided that upon completion ofthe Improvements and after all claims and expenses with respect to the Improvements have been fully paid and satisfied, any amount of money remaining in the Construction Subaccount shall be transferred to the applicable Principal Subaccount and then to the Debt Service Fund and used to redeem Bonds as provided in Sections 2.05 arrd 3.03(b). 3.03. Principal Subaccounts and Interest Subaccounts. Principal Subaccounts and Interest Subaccounts Generally. Money in the Principal Subaccounts and Interest Subaccounts shall be used on-ly for payment of the principal of the Bonds from the Principal Subaccount and interest on the Bonds from the Interest Subaccounts as such payments become due or (ii) to ¡edeem Bonds, Deposits to Subaccounts and I¡terest Subaccounts. The Financial Services Manager shall credit to the applicable Interest Subaccount so much of a special assessment as inte¡est payment and the balance tÌ¡ereofto the applicable Principal Subaccount with respect to the installment of principal of the Bonds due on November 30 and May 31 of each year on the special assessments to be levied by the Cify with respect to the lmprovements in each of the Districts. Interest income on money in the Principal Subaccounts and lnterest Subaccor¡nts shall be retained therein and used as any other funds therein. Any installment of a special assessment paid príor to its due date with interest accrued thereon to the next succeeding Payment Date shall be credited with respect to principal and interest payments i¡ the same manner as otler special assessments are credíted to the Principal Subaccounts and Interest Subaccounts. A1l money in the Principal Subaccounts and lnterest Subaccounts shall be used fi¡st to pay interest due, and any remaining money shall be used to pay Bonds then due and, íf money is available, to redeem Bonds in accordance with Section 2.05(a); provided that any money transferred to the Principal Subaccounts from the Construction Subaccount pwsuant to Section 3.02 shall be transferred to the Debt Service Fund and applied to redeem Bonds to the extent possible on the next Payment Date for which notice of ---PAGE BREAK--- redemption may properly be given pursuant to Section 2.05(a). Prior to the applicable Paym.ent Date, the Financial Services Manager shall transfer the applicable âmount from each Principal Subaccount and Interest Subabcount to the Debt Service Fund to make the payment due on the Bonds on such Payment Date. Redemption of Bonds shall be as provided in Section 2.05, 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. The City Council shall annually or more often if necessary issue an order authorizing a loan or advance Êom the Revolving Fund to the Debt Service Fund (Sinking Fund) in an amount sufficient to replenish any deficiency then existing in the Debt Service Fund and shall issue an order authorizing a loan or advance from the Revolving Fund to the Debt Service Fund in an amount sufficient to make good any deficiency then existing in the Debt Service Fund in such order to the extent that money is available in the Revolving Furd. Provided, however, that at the time any such loan or advance is to be made, Reserve Account shall have been or shail remain depleted on the next Payment Date. A deficiency shall be deemed to exist in the Debt Service Fund if the money on deposit therein, on any June 15 or December 15 (excluding arnounts in the Debt Service Fund representing prepaid speciai assessments) is less than the amount necessary to pay Bonds due (other than upon redemption), and inte¡est on all Bonds payable, on the next succeeding Payment Date. Pursuant to Ordinance No.1096, as amended, the City has undertaken and agreed to provide firnds for the Revolving Fund by lelying such tax or making such loan from the General Frurd as authorized by Section 7-124222 oîtbe Act. ln the event that the balance on hand in the Revolving Fund fifteen ( 1 5) days prior to any date when interest is due on sþecial improvement district bonds or warrants of the City is not sufficient to make good all defìciencies then existing in the special improvement Debt Service Funds for whích the City has covenanted to make loans from the Revoiving Fund, the balance on hand in the Revolving Fund shall be allocated to the funds of the special improvement districts in which such deficiencies then exist in proportion to the amounts of the defìciencies on the respective dates of receipt of such money, until alt interest accrued on such special improvement district bonds or'ilarrarits ofthe City has been paid. On any date when all accrued interest on special improvement district bonds and warrants of the City payable from funds for which the City has covenanted to make loans from the Revolving Fund has been paid, any balance remaining in the Revolving Fund shall be lent or advanced to the special improvement Debt Service Funds for payrrent and redemption of bonds to the extent the special improvement Debt Service Funds are deficient for such purpose, and, if money in the Revolving Fund is insuffìcient therefor, pro rata, in an amount proportionate to the amount of such deficiency. The City hereby determines, covçnants and agrees to levy the property tax described in the immediately preceding paragraph to provide funds for the Revolving Fund so long as any Bonds are outstanding to the extent required under the provisions ofthis Resolution and the Act, even though such property tax levy may, under applicable law (including SB 184, adopted by the Montana Legislature in I 999) or provisions of the horrìe rule charter of the City, require that property tax levies of the City for other purposes be reduced correspondingly. In addition, the City hereby covenants to comply with the requirements of the Code and the Regulations in orde¡ that the Revolving Fund comply and continue to qualiff as "reasonably required" debt service reserve firnd for the Bonds. Section 4. Covenants. The City covenants and agrees with the owners from time to time of each of the Bonds that until all the Bonds and interest thereon are paid. 4.01. Comoliance with Resolution. The City will hold the Debt Service Fund and the Revolving Fund as trust funds, separate and apart from all of its other funds, and the City, its officers-and agents, will comply with all covenants and agreements contained in this resolution. The provisions hereinabove made with respect to the Debt Service Fund and the Revolving Fund are in accordance with the undertaking and agreement of the City made in con¡ection with the public offering of the Bonds and the sale ofthe Bonds as set forth in Section I .04. 4.02. Construction of Improvements. The City will do all acts and things necessary to enforce the provisions of the construction contracts and bonds refer¡ed to i¡ Section 1.03 and to ensure the completion of the lmprovements for the benefit of the Districts in accordance with the plans and specifications and within tle time therein provided, and will pay all costs thereof as incurred and allowed, out of the Debt Service Fund and within the amount of the proceeds of the Bonds appropriated thereto. 4.03. Lew of Assessments. The City will do all acts and things necessary for the fìnal and valid levy of special assessments upon all assessable real propefy within the boundaries ofthe Districts in accordance with the Constitution and laws of the Srate and the Constitution of the United States, in an aggregate principal amount not less than $ 1,075,000. kl addition the lerry of special assessments with respect to each of the Districts shall not be less than the amounts set forth in the following table: The special assessments shall be levied on the basis set forth in each Intent Resolutions; and shall be payable in equal, semiannual installments over a period of fifteen ( I 5) years, with inte¡est on the whole amount remaining unpaid at an '7 District Number 7378 r3't9 I 380 I 383 Princioal Amount $235,000 442,000 80,000 31 8,000 ---PAGE BREAK--- annual rate equal to the srun of: the average annual interest rate bome by the Bonds, plus (ii) one-half of one percent (0.50%) per a¡nuûL interest being payable with principal installments. The special assessments to be levied will be payable òn tne ádtn day of November itr "ach of the years 2008 through 2022, and on the 31st day of May in the years 2009 through 2023, inclusive, if not theretofore paid, and shall become delinquent on such date unless paid in full. The frst partial payment of each assessment shall include interest on the entire assessment from the date of original registration of the bon¿, to January l, 2009 and each subsequent partiat payment shall include interest for six months on that payment and the then remaining balance ofthe special assessment. The special assessments shall constitute a lien upon and against the property against Jhich they are maãe and levied, which lien may be extinguished only by payment of the assessment with äff p*ãftl.r, cost 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 pajment of any instalLnent of the assessment thereon which is payable after the execution of such deed, and any tax deed sò issued shall tonvey title subject only to the lien of said future installments, as provided in Montana Code A¡notated, Section 15-18-214. 4.Q4 . Reassessment. If at any time and for whatever reason any special assessment or tax herein agreed to be levied is held invalid, ttr" Clty and this City Council, its officers and employees, will take all steps necessary to conect the same and to reassess and re-lãvy 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 wiil reassess and re-lerry the same with the same force and åffect as an original lerry thereof, as authorized in Section 7-12-4186 of the Act. Any special assessment, or reassessment or re-levy shall, sã far as is practicable, be levied and collected as it would have been ifthe first levy had been enforced including the levy and collectiön ofany interest accrued on the fìrst levy' If proceeds of the Bonds, including investment income thereon, are applied to the redemption of such Bonds' as provided in Sections 7-lZ-4zOS and,7-12-4r06 ofthe Act, or ifreñrnding bonds are issued and the principal amor¡nt ofthe àutstanding Bonds of the Districts is decreased or increased, the Cify will reduce or increase, respectively, the special urr"r.rrr"rrt, Ievied in the Districts and then outstanding pro rata by the principal amount of such prepayment or the amount above or below the outstanding principal aûount of bonds represented by the reñrndíng bonds. The City and this City Cogncil, its officers and employeis will reassess and re-levy such special assessments, with the same effect as an original levy, in such reduced or incieased amounts in accordance with the provisions of Sections '7-124176 through 7-12-4178 of the Act. 4.06. Absence of Litisation. There is now no litigation pending or, to the best knowledge of the City, threatening or questioning: the validity or regularity ofthe creation ofthe Districts, the contracts for construction ofthe Improvements or tle undertã-king and agreement of the City to lei,y special assessments therefor and to make good any deficiency in the collection thereoithrougI the levy of taxes for and the making of adv¿nces from the Revolving Fund as security for the Bonds; the right and power ofthã City to issue the Bonds; or in any ìnanner questioning the existence of any condition precedent to t-he exercìse of the City's in these matters. If any such litigation should be initiated or threatened, the brty wíll forthwith notifu in writing ihe Pu¡chase¡, and will fumish the Purchaser a copy of all documents, including pleadings, in connection with such litigation. 4.07. Waiver of Penalty and Interest. The City covenants not to waive the payment of penalty or interest on delinquent ,p""iàl urr"rr*"trtr l"vi"d on property in the Districts for costs of the lmprovements, unless the City determines, by resolutio¡ ofthe City Council, that such waiver is in the best interest ofthe owners ofthe outstanding Bonds. Section 5. Tax Matters. 5 .01 . Use of lmprovements. The lmprovements will be owned and operated by the City and available for use by members of the general pnbli" on u substantially equal basis. The City shall not enter into any lease, use or other agreement with any non-govemmental person relating to the use of the Improvements or security for the payment of the Bonds which might cáuse the Bonds to be considered "pìvate activity bonds" or "private loan bonds" wìthin the meaning of Section 141 of the Code and the applicable Regulations. 5.02. General Covenant. The City covenants and agrees with the owners from time to time of the Bonds that it will not take or permit io 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 fo¡ federal income tax purposes under the Code and applicable Treasury Regulations applicable to the Bonds. By this resolution, the City covenants to take any and all actions within its polvers to ensure that the interest on the Bonds wiil not become rncludable in gross income for federal income tax purposes under the Code and the applicable Regulations' 5.03. Arbitrage Certification. The Ma¡,or, the City Clerk and the Financial Services I\4anager. being the officers of the City .hu.gãîith th*rpoo"ibi]ity for issuing the Bonds pursuant to this resolution, are authorized and directed to execute and deliver to the pu¡Jhaser a certificate in accordance with the provisions of Section 148 of the Code and the Regulations, stating that on the basis of facts, estimates and circumstances in existence on the date of issue and delivery of thJBonds, it is reaionably expected that the proceeds of the Bonds will be used in a manner that would not cause the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code and thc Regulations. Section 6. Authentication of Transcripr. The officers of the City are hereby authorized and directed to fumish to the purchaser and to bond counsel certified copies of all proceedings relating to the issuance of the Bonds and such other certiñcates and affidavits as maybe required to show the right, power and authority of the City to issue the Bonds, and all ---PAGE BREAK--- statements contained in and shown by such instruments, including any heretofore fumished, shall constitute representations of the City as to the truth of the statements purported to be shown thereby. Section 7. Discharge. 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 such obligations shall cease. 7 .02. Payment. The Ciry may discharge its liability with reference to any Bond or installment of interest thereon which is due on any date by on or before that date depositing with the Registrar firnds sufücient, or, if a City officer is the Registrar, mailing to the registered owne¡ of such Bond a check or draft in a sum sufficient and providing proceeds available, for the payment thereof in-fulÌ, 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 funds sufficient, or, if a City officer is the Registrar, by mailing to the registered owner thereof a check or draft in a sum sufficient and providing proceeds availabìe, for the payment thereof in full with interest accrued to the date of such deposit or mailing '1 .03. Prepayment. The City may discharge its liability with respect 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, or, if a City officer is the Registrar, mailing to the registered owner of such Bond a check or a d¡aft in a sum sufficient and providing proceeds available, for the payment of the princþal, interest and redemption premium, if any, which are then due; provided that a proper notice of such redemption has been duly given as provided herein or irrevocably provided for. '1 .04. Escrowr 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 thís purpose, cash o¡ 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 ñmds sufficient to pay all principai and interest to become due on all Bonds on or before matuity or, if any Bond has been duly called for redemption or notice of such redemption has been irrevocably provided for, on or before the designated redemption date. '7 .05. Irrevocaþle Deposits. If an ofñcer 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 ofthe Bonds in respect of which such deposits have been made. Section 8. Continuing Disclosure 8.01. City Compliance with Provisiors of Continuing Undertakine. The City hereby covenants and agrees that it will comply with and carry cjut all of the provisions of the Contihuing Disclosure Undertaking, dated as of September 29, 2008 (the "Continuing Disclosure Undertaking"), with respect to the Bonds. Notwithstanding any other provision of this resolution, failure of the City to compìy with the Continuing Disclosure Undertaking 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 mandate or specific performance by court order, to cause the City to comply with its obligations under this section. 8.02. Execution of Continuine Disclosure Undertaking. "Continuing Disclosure Undertaking" means that certain Continuing Disclosure Undertaking executed by the Mayor, Financial Services Manager and 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 a¡e 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 ofthis resolution. 9.02. Eflèctive Date. This resolution shall take effect immediately upon its passage and adoption by this City Council. ---PAGE BREAK--- EXHIBIT A LINTIED STATES OF AMERICA STATE OFMONTANA. COUNTY OF YELLOWSTONE CITY OF BILLINGS POOLED SPECIAL IMPROVEMENT DISTRICT BONDS (SPECLAL IMPROVEME{T DISTR-ICT NOS. i378, 1379, 1380 AND 1383) SERIES 2OO8 No Rate Maturity JulY I,20- REGISTERED OWNER: CEDE & CO. Date of Original Issue September 29,2008 CUSIP PRINCIPAI AMOIINT: DOLLARS FOR VALUE RECEIVED, the Ciry of Billings, Yellowstone county, Montana (the "city"), will pay to the registered owner identified above, orregistered assigns, on the maturity date specified above the principal amount specified ab-ove, solely from the revenues -h"reinãfte. specifred, as authorized by Resolution No.08-18740, adopted on August 11, Z00g (the ,;Authorizing Resolution"), and desolution No. 08--, adopted on September 2008 (the "Bond Resolution"), all subject to the provisions hereinafte¡ described relating to the redemption of this Bond before maturity' This Bond bears interest at the rate per arulum specified above from the date of registration of this Bond, as expressed herein, or from such later date to whióh inrerest 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 Financial Services Manager' Lnterest on this Bond is payable serniannually, commencing January 1,2OOg, on the fi¡st day ofJanuary and the first day of July in each year, to the owner ofrecord of this Bond appearing as such in the bond register as of the close ofbusiness on the l5th day lwhether or not such is a business dayj of the immediately preceding month. lnterest on and, upon fresentation-and surrender hereof at the operations center of U.S. Bank National Association in Seattle, Washington, as Lond registrar and paying agent (the "Registrar"), the principal of this Bo¡d qe payabte by check or draft of the Registrar' o. its .oãc".ror. rf," p.ln"¡ä oiand int"iest 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 Tn st Co-pany o¡ in the name of any other nominee of DTC or other securities ã"pository, the Regiìtrar rú"li p"y atl pri"c¡"i of aná interest on this Bond, and shall give all notices with respect to this eonO, ojy to Cede & Co. or ôther nominee in 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 principai amount of $1,075,000 (the "Bonds"), all of like date of original issue and tenor, except as to serial n denomination, date, interest rate and maturity date. The Bonds are issíed pursuant to and in fuli conformity with the Constitution and laws of the State of Montana thereunto énabling, including Montana Code Annotated, Titl; 7 , Chapter I 2, Pa¡ts 47 arld 42, as amended (the "Act"), to finance the costs of certain local pubiic rmprovements (óollectively, the "lmprovements") for the special benefit ofproperty located in Special IrnprovemeniDistricr ño. 137g, tszs, t¡ao and 1383 órtn" ciry (collectively, the "Districts"). The Bonds are issuable onl' us n fty registered bonds oi singte maturities in denominations of $5,000 or any integral multiple thereof. This Bond is payable from the collection of a special tax or special assessments levied upon all assessable real properry withrn the bounãaries of each District, in an aggregate princiq{amount.of not less than $1,075,000, except as such à-åuniruy be reduced or increased in accordance with provisions of Montana law. Such special assessments constitute a lien againsi the assessable real estate within the and are to be deposited into the special District Nos. 137g, l37g, l3g0 and 13g3 Fund of the city (the "Debt Service Fund") and the applicable Principal Subaccormt, and Interest Subaccount of the District Accounts established therein' The City has also validly established a Special Improvement District Revolving Fund (the "Revolving Fund") to secure the payment of certain ofits special improvement district bonds, including the Bonds The City has also agreed, to the extent pennitted by the Act, to isìue orders annually authorizing loars or advances from the Revolving Fund to Debt Service fur.,a iSinting Frurd), in amounts sufücient to make good any deficiency-in the Debt Service Fund to pay principal of or interest on the Bondí to tlie extent that fi,mds ur. u,rãilubl" in the Revolving Fund, and to provide funds for the ---PAGE BREAK--- Revolving Fund by annually making a lax levy or loan from its general ñmd in an amount sufficient for that purpose, subject to the limiiation that no such tax levy or loan may in any year cause the balance in the Revolving Fund to exceed fivé percent of the principal amount of the City's then outstanding special impiovement district bonds secured thereby and the durational limitations specified in the Act. While any property tax levy to be made by the City to provide firnds for the Revolving Fund ís subject to levy limits under cr¡rrent law, the City has agreed in the Resolution{o levy property taxes to provide fiurds for the Revolving Fund to tbe extent described in this paragraph and, ifnecessary, to reduce other properfy tax levies correspondingly to meet applicable levy limits. The Bonds are subject to mandatory redemption in order of stated maturities and within a stated maturity in $5,000 principal amounts selected by lot or other man¡rer deemed fair by the Registrar on any Payment Date if, after paying all principal and interest then due on the Bonds, there are funds to the credit ofthe Debt Service Fund, from the prepayment of speciál assessments levied in the Districts or from surplus proceeds of the Bonds not required to pay costs of the Impiovements, for the redemption thereof, and in the maûler provided for the redemption of the same. The Bonds maiuring on or after July l, 20i 9 are subject to redemption, at the option of the City, from other sources of funds available therefor on July 1, 201 8 or any date thereafter. The redemption price is equal to the principal amount of the Bonds or portions thereof to be redeemed plus interest accrued thereon to the date of redemption. The date of redemption of Bonds and principal amount of Bonds to be redeemed shall be fixed by the Financial Services Manager, who shall give notice thereof to the Registrar in sufficient time for the Registrar to give notice, by first class mail, postage prepaid, or by other means required by the securities depository, to the owne¡ o¡ owners of such Bonds at their addresses shown on the Bond register, of the Bonds or portions tbereof to be redeemed and the date on which payment will be made, which date shall not be less than thirty (30) days after the date of mailing of nbtice, on which date so fixed interest shall cease. On the date so fixed interest on the Bonds or portions thereof so redeemed shall cease to accrue. Upon partial redemption of any Bond, a new Bond or Bonds will be delivered to the registered owner without charge, representing the remaining principal amount outstanding. ' As provided in the Bond Resolutíon 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 his aitorney duly authorized in writing upon surrender hereof together with a written instrument oftransfer satisfactory to the Registrar, duly executed by the regiJtered owner or his attomey, and may also be sur¡endered in exchange for Bonds of other authorized denomjnations. Upon such transfer or exchange, the Cify will cause a new Bond or Bonds to be issued in the name of the t¡ansferee or registered owner, of the same âggregate 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, RECiTED, COVENANTED AND AGREED 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 laws of the State of Montana and the resolutions and ordinances of the City of Bíllings, Montana, relating to the issuance thereof; and that the opinion attached hereto is â 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 benefìt under the Bond Resolution until the Certificate ofAuthentication and Registration herein 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.) A,-2 ---PAGE BREAK--- IN WIINESS WHEREOF, the City of Billings, Yellowstone County, Montana, by its City Council, has caused this Bond to be executed by the facsimile signatures of the Mayor and the City Clerh and by a facsimile of the official seal of the City. CITY OF BILLINGS, MONTANA Dated, Septemb er 29, 2008 (SEAL) (facsimile sienahrre) Mayor ' lfacsimile siønatu¡e) Financial Services Manager lfacsimile sisnatue) City Cìerk CERTTFICATE OF AUTHENTICATION Thjs is one of the Bonds delivered pursuant to the Bond Resolution mentioned witlun U.S, BANK NATIONAL ASSOCIATION, as Bond Registrar, Transfer Agent, and Paying Agent Authorized Signer By By By By: A-3 ---PAGE BREAK--- The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were rvritten out in full according to applicable laws or regulations: TEN COM as tenants UTMA..................Custodian in common (Cust) (Minor) TEN ENT as tenants by the entireties under Uniform Transfers to Minors Act (Srate) JT TEN - as joint tenants with right ofsurvivorship and not as tenants in common Additional abbreviations mav also be used. ^ 4 ---PAGE BREAK--- ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto and hereby irrevocably constitutes and appoints attomey to transfer the within Bond on the books kept for registration thereof with full power of substitution in the premises. Dated: PLEASE INSERT SOCIAL SECTTRITY OR OTHER IDENTIFYING NLMBER OF ASSIGNEE NOTICE: The signature to this assígnment must correspond with the name as it appears on the face of the Bond in every particular, without alteration, enlargement or any change whatsoever. S IGNATIJRE GUARAN'TEED Signature(s) must be guaranteed by an "eligtble guarantor institution meeting the requirements of the Bond Registrar, which requirements include membership or participation in STAMP or such other "signature guaranty program" as may be determined by the Bond Registrar in addition to or in substitution for STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. A-5 ---PAGE BREAK--- EXHIBITB Bids for the Bonds W Springsled AWARD: SALE: POOLED SPEGIAL IMPROVEMENT BONÊS, {SPECTAL TMPROVEMENT D¡STRICT NOS.'1378, 1379, 1380 AND 1383) sEf¡tEs 2f¡084 TBûÐK ENTf,Y ONLY) D.A. DAVTDSON & CO. september 8, 2008 $1,075,0û0* CITY OF BILLÍ NGS, MONTAF¡A ÐA. DAVIDSON & CO. Spin¡sled lnuparaied 380 i¿dvË SIE¿ì, Su¡ìe m0 Sai¡t P¡sl, blN 5510 l-2ô'97 Tel: 651-22]3t)0t Fa: 651-223-$02 EñdÉ ðdviÐ@sFtrihgstedrm w itrgsÞd.æm lHterest Rates 2.84v" 2AO9 3.25"6 281t 3.60% 2011 3.80% 2012 4.Ð00/. i013 4.15â/o 2014 4.35o/ó 2015 4.50o/Þ 2016 4.tr/" 2017 4.8ß% 20ß 4.950/" 2019 5j01" 2Ðn 5.?Aa/6 2021 5.39% mT¿ 5.40% 2023 These Bonds afe being reoffered al Par snôseg¿reít to t/d tf,e rssue sÌze w)s nat efianged. Pr¡ce s1,056,725_00 S461,086.89 81240-2 (BwJ) 118400v.2 Net fntÞrÉst ïrt¡e lntèrest Cost Rãle Not Ràtèd 5jø20% ÐÐt. 4.620/o Average Maturity: 8.439 Years D-l ---PAGE BREAK--- PASSED by the City Council of the City of Billings, Montana, this 8th day of September, 2008' CITY OF BILLIIJGS: 10 ---PAGE BREAK---