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CERTIFICATE AS TO RESOLUTION AND ADOPTING VOTE l, the undersigned, being the duly qualified and acting recording officer of the Ciiy of Billings, Montana (the "City''), hereby certify that ihe attached resolution is a true copy of Resolution No. 08-18699 entitled: "RESOLUTION RELATING TO SPECIAL IMPROVEMENT DISTRICT NO. 1384: CREATING THE DISTRICT FOR THE PURPOSE OF UNDERTAKING CERTAIN LOCAL IMPROVEMENTS AND FINANCING THE COSTS THEREOF AND INCIDENTAL THERETO THROUGH THE ISSUANCE OF SPECIAL IMPROVEMENT DISTRICÏ BONDS SECURED BY THE CITY'S SPECIAL IMPROVEMENT DISTRICT REVOLVING FUND AND ESTABLISHING COMPLIANCE WIÏH REIMBURSEMENT BOND REGULATIONS UNDER THE INTERNAL REVENUE CODE" (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 meeting on April 14, 2008, and that the meeting was duly held by the City Council and was attended throughoui by a quorum, pursuant to cafl 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notice of such meeting given as required by law; and that the Resolution has not as of the date hereof been amended or repealed.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 Councilmembers voted in favor thereof: ;voted against the same: abstained from voting thereon: or were aosenl: WIïNESS my hand officially this 14th day of April, 2008. avt Lt..u-Ìnaryt;l Cari Martin, City Clerk ---PAGE BREAK--- RESOLUTION NO. 08-1 8699 RESOLUÎION RELATING TO SPECIAL IMPROVEMENT DISTRICT NO. 1384; CREATING THE DISTRICT FOR THE PURPOSE OF UNDERTAKING CERTAIN LOCAL IMPROVEMENÏS AND FINANCING THE COSTS THEREOF AND INCIDENTAL THERETO THROUGH THE ISSUANCE OF SPECIAL IMPROVEMENT DISTRICT BONDS SECURED BY THE CITY'S SPECIAL IMPROVEMENT DISTRICT REVOLVING FUND AND ESTABLISHING COMPLIANCE WITH REIMBURSEMENT BOND REGULATIONS UNDER THE INTERNAL REVENUE CODE. BE lT RESOLVED by the City Council of the City of Billings (the'City"), Montana, as follows: Section l. Passaqe of Resolution of lntentlon. This Council, on March 24, 2008, adopted Resolution No. 08' i8694 (the "Resolution of Intention"), pursuant to which this Council declared its intention to create a special improvement district, designated as Special lmprovement District No. 1384 of the City, under Montana Code Annotated, Title 7, Chapter 12, parts 41 and 42, as amended, forthe purpose of the costs of certain local improvements described generally therein (the "lmprovements") and paying costs incidental thereto, including costs associated with the sale and the security of special improvement district bonds drawn on the District (the "Bonds"), the creating and administration of the D¡strict, the funding of a deposit io the City's Special lmprovement Disirict Revolving Fund (the "Revolving Fund"). Section 2. Notice and Public Hearinq. Notice of passage of the Resolution of Intention was duly published and mailed in all respects in accoidance with the law, and on April 14,2008, this Council conducted a public hearing on the creation or extens¡on of the District and the making of the lmprovements. The meeting of this Council at which this resolution was adopted is the first regular meeting of the Council following the expiration of the period ended 15 days after the first date of publication of the notice of passage of the Resolution of Intention (the "Protest Period"). Section 3. Protests. Within the Protest Period, O protests were filed with the City Clerk and not w¡thdrawn by the owners of property in the District subject to assessment lor 100o/o of the total costs of the lmprovements or representing 100o/o of the area of the District to be assessed for the cost of the lmprovements. The protest represents 0% of the assessed cost. Section 4. Creation of the District: lnsufficiencv of Protests. The District is hereby created on the terms and conditions set forth in, and otherwise in accordance with, the Resolution of Intention. The protests against the creation ol extenslon of the District or the making of the lmprovements filed during the Protest Period, if any, are hereby found to be insufficient. The findings and determinations made in the Resolution of Intention are hereby ratified and confirmed. Section 5. Reimbursement Expenditures. 5.01. Requlations. The United States Department of Treasury has prómulgated final regulations governing the use of proceeds of tax-exempt bonds, all or a portion of which are to be uséd to reimburse the City for project éxpenditures paid by the City prior to the date of issuance of such bonds. Those regulations (Treasury Regulations, Section 1.ìSO-2) (the ¡'Reguiations") requ¡re that the City adopt a statement of official intent to reimburse an original expend¡ture not later thán 60 days after payment of the original expenditure. The Regulations also generally require that the bonds be issued and the rêimbursemênt allocation made from the proceeds of the bonds within 18 months (or three years, ¡f the reimbursement bond issue qualif¡es for the "small issuer" exception from the arbitrage rebate requirement) after the later of the date the expenditure is paid or (ii) the date the project is placed in service or abandoned, but (unless the issue òualifies for the "small issuer" except¡on from the arbitrage rebate requirement) in no event more than three years after the date the expenditure is paid. The Regulations generally permit reimbursement of capital expenditures and costs of issuance of the bonds. 5.02. Prior Exoenditures. Other than expenditures to be paid or reimbursed from sources other than the Bonds, (ii) expenditures permitted to be reimbursed under the transitional provision contained in Section 1.150-2 0) of the Reguìátions, (ili) expenditures constituting preliminary expenditures w¡thin the meaning of Section 1.150-2 of the Regulãtions, or (iv) expenditures in a "de minimus" amount (as defined in Section 1.150-2 of theRegulations), no expend-ltures for the lmprovements have been paid by the City before the date 60 days before the date of adoption of this resolution. 5.03. Declaration of lntent. The City reasonably expects to reimburse the expenditures made for costs for the lmprovements out of the proceeds of Bonds in an estlmated maximum aggregate principal amount of $1'458,000 after the date of payment of all or a portion of the costs of the lmprovements. All reimbursed expenditures shall be capital expenditures, a cost of issuance of the Bonds or other expenditures eligible for reimbursement under Section 1.150-2 of the Regulations. S.04. Budoetarv Matters. As of the date hereof, there are not City funds reserved, allocated on a long- term basis or otherw¡se set aside (or reasonably expected to be reserved, allocated on a long-term basis or otherwise set aside) to provide permanent financing for the expenditures related to the lmprovements, other than pursuant to the issuance of the Bonds. The statement of intent contained in this resolution, therefore, is determined to be consistent with the City's budgetary and financial circumstances as they exist or are reasonably foreseeable on the date hereof. 5.05. Reimbursement Allocations. The City's financial officer shall be responsible for making the "reimbursement allocations" described in the Regulations, being generally the transfer of the appropriate amount of proceeds of the Bonds to reimburse the source of temporary financing used by the City to make prior payment of the costs of the lmprovements. Each allocation shall be evidenced by an entry on the offìcial books and records of the City malntained for the Bonds or the lmprovements and shall specifically identify the actual original expenditure being reimbursed. ---PAGE BREAK--- ADOPTED by the Ciiy Council of the City of Billings, Moniana, ihis 14th Day of April, 2008, THE CITY OF BILLINGS: ATTEST: ---PAGE BREAK---