Document Billings_doc_dc24f8b077

: CERTIFICATE AS TO RESOLUTION AND ADOPTING VOTES I, the undersigned, being the duly qualified and acting recording officer of the City of Billings, Yellowstone County, Montana (the "City''), hereby certiñ7 that the attached resolution is a true copy of a Resolution entit]ed: ..RESOLUTION RELATING TO $5,360,000 SPECIAL IMPROVEMENT DISTRICT NO. I385 BONDS; AWARDING THE SALE; FIXING THE FORM AND DETAILS AND PROVIDING FOR THE EXECUTION AND DELIVERY THEREOF AND SECURITY THEREFOR" (the "Resolution"), on file in the original records of the City in my legal custody; that the Resolution was duly adopted by the City Council of the City at a regular meeting on October 14,2008, 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notice of such meeting given as required by law; and that the Resolution has not as ofthe date hereofbeen amended or repealed. I further certify that, upon vote being taken on the Resolution at said meeting, the following Council Members voted in favor thereof: Ronquillo. Gaghen. Pitman. Stevens. Ruegamer. McCall. Ulledalen. Astle and Clark ; voted against the same: Veis ; abstained from voting thereon: none ; or were aosent: none WITNESS my hand and seal ofñcially this 14th day of October, 2008. City Clerk ---PAGE BREAK--- BE IT RESOLVED by the City Council (the "Council") of the City of Billings, Montana (the "City"), as follows: Section 1 Recitals. It is hereby found, determined and declared as follows: 1.01. Receipt of Petition. This Council received a petition, dated August 11,2008 (the "Petition") to create and establish in the City under Montana Code Annotated, Title 7, Chapter 12,Part 4i, as amended (the "Act"), a special improvement district for the purpose of frnancing certain local improvements to benefit certain property located in the City and included within the proposed special improvement district. The Petition was signed by all owners of the property in the proposed special improvement district and the owners expressly consented in the Petition to the creation of theproposed special improvement district on the terms and conditions hereinafter specified. 1.02. Creation of District. Based on the Petition and Sections 7-12-4102(3), 7-12-4110(2) and l-12- 4114(1Xd) of the Act and by Resolution No. 08-18742, duly adopted by the Council on August 11, 2008, this Council created Special Improvement District No. 1385 (the "District"), for the purpose of financing costs of certain public improvements of special benefit to the properties within the District and designating the number of the District, the boundaries thereof, whether the District was an extended district and the general character of the improvements to be made (collectively, the "Improvements") and an approximate estimate of the costs thereof, in accordance with the provisions of the Act. ByResolution No. 08-18742, this Council also declared its intention to cause the cost and expense of making the Improvements specially benefiting a District to be assessed against the properties included within the boundaries thereof in accordance with one or more methods of assessment authorized in Montana Code Annotated. Sections 1-12-4161 to 1-12-4165 and as set forth in Resolution No. 08- 18742. In Resolution No. 08-18742, this Council further found that it is in the public interest, and in the best interest of the City and the District, to secure payment of principal of and interest on the Bonds by the Speciai Improvement District Revolving Fund of the City (the "Revolving Fund"), on the basis of factors required to be considered under Section 7 -12-4225 of the Act. Those findings are hereby ratified and confirmed. In Resolution No. 08-18742, the Council also declared 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 Internal Revenue Code. 1.03. Construction Contracts. The City will cause or has caused to be conskucted certain Improvements as described in Resolution No. 08- 1 8742, Plans, specifications, maps, profiles and surveys for construction of the Improvements to be constructed to benefit the District were prepared by the engineers acting for the City or by City engineers, and were thereupon examined and approved by this Council. Advertisements for bids for construction of the Improvements were published in the official newspaper of the City in accordance with the provisions.of Montana Code A-nnotated, Section 7-12-4141, after which the bids theretofore received were opened and examined. After referring the bids to the engineers for the City it was determined that the lowest regular proposals for the furnishing of all work and materials required for construcfing the Improvements in accordance with the approved plans and specifications were the following: SID No. 1385: Work Bidder Conhact Price Street improvements on King Avenue East, South K¡ife River Construction $3,068,058.00 Billings Boulevard, Newman Lane, Calhoun Lane and Orchard Lane, as well as water, storm drain and sanitary sewer facilities, and city/county drain crossinss RESOLUTION RELATING TO S5,360,OOO SPECIAL IMPROVEMENT DISTRICT No. 1385 BONDS; AWARDING THE SALE; FIXING THE FORM AND DETAILS AND PROVIDING FOR THE EXECUTION AND DELIVERY THEREOF AND SECURITY THEREFOR RESOLUTION NO. 08-I 876i Contracts for the construction of the Improvements were therefore awarded to said bidders, subject to the right of owners of property liable to be assessed for the costs thereof to elect to take the work and enter into written contracts therefor in the manner provided by Montana Code An¡rotated, Section 7-12-4147, which ---PAGE BREAK--- èlection the property owners failed to make, whereupon the City and the suceessful bidders entered into written contracts for construction of the Improvements upon the bidders having executed and f,rled bonds satisfactory to this Council and in the form and manner provided by Montana Code A¡¡rotated, Title 18, Chapter 2, Part2, as amended. 1.04. Costs. lt is currently estimated that the costs and expenses con¡iected with and incidental to the formation of the District to the City to be assessed against properties in the District, inciuding 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 ofproceeds in the Revolving Fund of$268,000, are $5,360,000. Such amounts will be levied and assessed upon fhe assessable real property within the District on the basis described in Resoiution No. 08- 18742. This Councii has jurisdiction and is required by law to ler.y and assess such amounts, to collect such special assessments and credit the same to the special improvement district funds created for the District, which funds are to be maintained on the official books and records of the City separate from all other City funds, within the Special Improvement District No. i385 Fund (the "District Fund") for the payment of principal and interest when due on the bonds herein authorized. 1.05. Sale and Isspance of Bonds. For the purpose of financing a portion of the costs and expenses of making the Improvements, which are to be assessed against the property within each District as provided in Resolution No. 08-18742, this Council, pursuant to Resolution No. 08-18743, adopted August 1 l, 2008, called for the public sale of 55,360,000 Special Improvement District No. 1385 Bonds (the "Bonds") to fìnance the costs of certain local improvements to be undertaken in or for the benefit of Special Improvement No. 1385. Notice of the sale has been duly published in accordance with Montana Code Annotated, Seciions 7-12- 4204, 7 -7 -4252 and 1l -5-106. The Council has previously approved the revisions to the Notice of Sale dated as of October I 0, 2008 (the "Revised Notice of Sale"). Pursuant to and consistent with the Revised Notice of Sale, one bid for the purchase of the Bonds was received at or before the time specified for receipt of bids. The bid has been opened or accessed and publicly read and considered, and the purchase price, interest rates and net interest cost under the terms of the bid has been determined. The bid of D.A. Davidson & Co., of Great Falls, Montana (the "Purchaser"), attached as Exhibit A, to purchase the Bonds of the City, is hereby determined io comply with the Revised Notice of Sale, and to be the Iowest, most reasonable bid for the purchase of the Bonds. Springsted, Inc., the City's financial advisor, has recommended the City accept the bid as submitted. The bid of the Purchaser is hereby accepted by the Council and the sale of the Bonds is hereby awarded to the Purchaser. The bid security of the Purchaser shall be retained pending delivery of the payrnent for the Bonds and the bid security of all other bidders shallr:be returned. The Mayor and City Financial Services Manager are hereby authorized and directed to execute on behalf of the City a contract for the sale of the Bonds with the Purchaser. The Official Statement relating to the Bonds, dated October 1, 2008, a¡d the Addendum to the Off,rcial Statement, dated October 14,2008, are hereby approved. The officers of the City are hereby authorized and directed to execute such certificates as may be appropriate concerning the accuracy, completeness and suffrciency 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. This Council authorized the Ciiy to enter into a contract with Purchaser, as the ìowest responsible bidder pu¡suant to which the Purchaser agreed to purchase from the City the Bonds at a purchase price of$5,226,000, at the rates of interest set forth in Section 2.01 hereof and upon the further terms set forth in this resolution resulting in a true interest cost of 7.9658300/o per annum, a net interest cost of $5,293 .792, and a total dollar interest cost of $5,r59,792.50. 1.06. Recitals. All acts, conditions and things required by the Constitution and lar¡'s of the State of Montan4 including Montana Code Arurotated, Title 7, Chapter 12, Parts 41 and 42, as amended, and the home rule charter of the City, 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 so required. ---PAGE BREAK--- 2.01. Principal Amount. Maturities. Denominations. Date. lnterest Rates. For the purpose of paying tl costs and expenses incurred in construction of the Improvements, and in anticipation of the collection of specia, assessments to be levied therefor, and in accordance with the proposal described in Section 1.05, the City shall forthwith issue and deliver to the Purchaser the Bonds payable solely from the Dishict Fund and denominated "Special Improvement District No. 1385 Bonds." The Bonds shall be in the denomination of $5,000 each or any integral multiple thereof of singie maturities. The Bonds shall mature on July I in the years and amounts listed below, and the Bonds maturing in such years and amorÌnts shall bear interest from date of original issue until paid or duly called fo¡ redemption at the rates shown opposite such years and amounts, as follows: Section 2. The Bonds. Principal Interesl Year Amount Rate 20r 1 $205,000 5.400% 2012 210,000 5.750 2013 220,000 6.000 2014 225,000 6.250 20ts 235,000 6.500 2016 245,000 6.750 2017 255,000 7.000 20r8 265,000 7.200 2019 280,000 1.400 2.02. Interest Palyment Dates. Interest on the Bonds shall be payable on each January I and July 1, commencing Juiy I, 2009, to the owners of record thereof as such appear on the bond register at the close of business on the fifteenth day of the immediateiy preceding month, whether or not such day is a business day. Upon the origrnal delivery of the Bonds to the Purchaser and upon each subsequent transfer or exchange of a Bond pursuant to Section 2.04,the Regishar shall date each Bond as of the date of its authentication. 2.03. Method of Pa)¡ment. The Bonds shall be issued only in fully registered form. The interest on ano, upon surrender thereof at the principal office of the Registrar (as hereinafter defined), the principal of each Bond, shall be payable by check or draft drawn on the Registrar. j 2.04. Registration. The City shall appoint, and shall maintain, a bond registrar, transfer agent and paying agent for the Bonds (the "Registrar"). This Section 2.04 shall establish a system of registration for the Bonds as defrned in the Model Public Obligations Registration Act of Montana. 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 principal office a bond register in which the Registrar shall provide for the registration of ownership of the Bonds and the registration of transfers and exchanges of the Bonds entitled to be registered, transferred or exchanged. Transfer. Upon surrender to the Registrar 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 attomey duly authonzed by the registered owner in writing, the Registrar shall authenticate and deliver, in the name of the 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 any transfer of any Bond or portion thereof 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. Exchanee. 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, interest rate and maturity, as requested by the registered owner or the owner's attomey duly authorized in writing. Cancellation. All Bonds surrendered upon any transfer or exchange shall be canceled by the Regishar and thereafter disposed of as directed by the City. 3 lnterest shall be calculated on the basis of a 360-day year composed of twelve 3O-day months Principal Interest Year Amount Rate 2020 $290,000 1.600% 2021 305,000 7.700 2022 320,000 7.800 2023 335,000 7.900 2024 355,000 8.000 2025 375,000 8.050 2026 390,000 8.100 2021 415,000 8.150 2028 435,000 8.200 ---PAGE BREAK--- 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 tra¡sfer is legally authorized. The Registrar shall incur no liabiliry 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 rvhose 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 ofreceiving payment of, or on account of, the pnncipal of and interest on such Bond and for all other purposes, and all such pal.rnents so made to any such registered owner or upon the owner's order shall be valid and effectual to satisfy and discharge the liability of the City upon such Bond to the extent of the sum or sums so paid. Taxes. Fees and Cha¡ees. For every transfer of Bonds or exchange of Bonds (except an exchange upon a partial redemption of a Bond), the Registrar may impose a charge upon the owner thereof sufficient to ¡eimburse 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 ofany such mutilated 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 con¡ection 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 fumishing to the Regisfrar 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, deskoyed, 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 pa)rynent. 2.05- Initial Reeistiar. The City hereby appoints U.S. Bank National Association, of Seattle, Washington, as the initial Registrar for the Bonds. The City reserves the right to appoint a successor Registrar, and the City agrees to pay the reasonable and customary charges of the Registrar for the services performed. Upon merger or consolidation of a bank or trust company that is acting as the Registrar, if,Ihe resulting corporation is a bank or trust company authorized by law to conduct such business, such corporation shall be authorized to act as successor Registrar. The City reserves the right to remove any Registrar upon 30 days' notice and upon the appointment of a successor Registrar, in which event the predecessor Registrar shall deliver all cash and Bonds in its possession as Registrar to the successor Registrar and shall deliver the bond register to the successor Registrar. On or before each principal or interest due date, without further order of this Council, the Financial Services Manager shall transmit to the Registrar, solely from money in the District Fund available therefor, moneys sufficient for the payment of all principal, premium, if any, and inte¡est then due on the Bonds. 2.06. Redernption. Mandatory Redemption. If on any interest payment date there will be a balance in the District Fund after pa).rnent of the principal a¡d interest due on all Bonds drawn against it, either from the prepayment of special assessments levied in the Dìstrict or from the transfer of surplus money from the Construction Accounts to the Principal Accounts as provided in Section 3.02 or otherwise, the Financial Services Manager shall call for redemption on the interest pa).ment date outstanding Bonds, or portions thereof, in an amount which, together with the interest thereon to the interest payment date, will equal the amount of such funds on deposit in the District Fund on that date. The redemption price shall equal the amount of the principal amount of the Bonds to be redeemed plus interest accrued to the date of redemption. Optional Redemption. The Bonds are subject to redemption, in whole or in part, at the option of the City from sources of funds available therefor other than those described in Subsection of this Section 2.06 on any interest payment date on July 1,2015, and any date thereafter, at the option ofthe 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 premlum. Selection of Bonds for 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 maturity are f,i ---PAGE BREAK--- to be redeemed, the Bonds of such maturity shall be selected for redernption in $5,000 principal amounts selected by the Registrar by lot or other manner it deems fair' Notice and Effect of Redemption. The date of redemption and the principal amount of tl sufhcient time f'or the Registrar to give notice, by first class_mail, postage prepaid,-or by other means required by the securities Ãpositoryfto the owner ó, o*n"rr of such Bonds at their addresses appearing tn the bond reglster, of the numbers of the Bonds or portions ther:9l.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. On the date so fixed inierest on the Bonds or portions thereof so redeemed shall cease' Notilication to the Paying Aeent: upon request by the city under the above sections 2'05(a) and 2.05þ), the Registrar shall give noticeãf redemption as directed provided that the City has given the Registraislch requãst at least 45 days prior to the redemption date' 2.01 . Form. The Bonds shall be drawn in substantially the form set forth in Exhibit B hereto' and by this 2.0g. Execution. Reeistration and Delively. The Bonds shali be prepared under the direction of the city Clerk and shall be "*""u¿d;-b.hulf olfr" Cjty úV tigtt^*tes.9f $r3 Muv*' Financial Services Manager and the city clerk and sealJ with the official ,.ur # tr," ðiiy; p.oviaed that the signatures and the corporate seal may be printed, ".rgrut"ã or litt ogruphed facsimiles of the originals' ln case any officer whose signature or a facsimile of whose slgnature shall appear on the-Bonds shall cease to be such officer before the delivery of any Bond, such slgnarure o, iu.ri*il" sháll nevertherÃr u. valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. Ñot*ittrt*ding such execution, no Bond shall be valid or obligatory for any purpose or entitled to any se'cuïtl-ãi ¡.n.ñt under this resolution unless a certificate of authentication on such Bond has been duly úy the manual signature of an authorized representative of the Registrar. certirrcates ãiuuthenticatión on different Bonds need not be signed by the same representative' The executed certificate of authentication on each Bond shall be concluiive evidence that it has been authenticated and derivered under this resorution. The Bonds shalr be registered in order of their seriar numbers by the Registrar, as of i, 2008. When the Bonds have been so executed' authenticated and registered' they shall be delivered by the Registrar.to the pa)4rneût of the purchase price in accordance the contract of sale heretáfore made and executei. in" p*"tru.er shall not be obrigated to see to the applicat' of the purchase pnce, but from the net p.o."J, ïi*,. the Financial Sirvices Manager shall credit forthwirh $268,000 to the Revolving Fund, ^ t"qìitãã tt Section.T-l2-4169(2) of the Act' any accrued interest to the lnterest Account i" irt" óir,¡ã, Fund, and ti.'e bulat'"e of such proceeds to the Constructioq'Account in the District Account, in proportion to the principai amounts of the Bo;ds allocable to the District' as set forth in Section 1.05, to be used solely for the purposes described in Section 3'02' 2.09. Securities Depository for the Bonds' ..Beneficialowner"shallmean,wheneverusedwithrespectto.aBond'thepersoninwhosenamesuch Bond is recorded as the beneficiut o*n"t árt"tt' Bond by a Participant on the records ofsuch Participant' or such Person's subrogee' ,.cede & co.,, shall mean cede & co., the nominee of DTC, and any successor nominee of DTC with respect io the Bonds' "DTC" shall mean The Depository Trust Company of New York' New York' Bonds as securities dePository' ,,Representation Letter,, shall mean the Blanket lssuer Letter of Representations from the city to DTC' attachedtothisresolutionasExhibitC,whichisherebyincorporatedbyreferenceandmadeaparthereof. Bond shall be issued in the principal amount of eaJh stated maturity of the Bonds' upon initìal issuance' the ownership "ïrr.r, son¿s shall b. ;äã;J in the Bond.register in the name of cede & Cr Ì nominee of DTC. The Registrar .rd th;ðït;ay treat DTC (or its nominee) as the sole and exclu-- ' e owner of the Bonds registered in its f* in" pu'po'"' of payment of the principal of or interest on the 5 ---PAGE BREAK--- Bonds, selecting the Bonds or portions thereof to be redeemed, if any, grving any notice permitted or required to be given to registered owners of Bonds under this Resolution, regrstering 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 which 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, 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 pa).rnent 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 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 principai 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 the Bonds to the extent of the sum or sums so paid. No Person othe¡ than DTC shall receive an authenticated Bond for each separate stated maturity evidencing the obligation of the City to make pa).rnents 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. In the event the City determines that it is in the best interest of the Beneficiai 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 h'ansferable ìn accordance with paragraph hereof. DTC may detennine 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 ofthe Bonds and Beneficiai 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. j: In the event that any transfer or exchange of Bonds is permitted under paragraph ot hereof,. such transfer or exchange shall be accomplished upon receipt by the Registrar ofthe 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. Section 3. District Fund: Assessments. 3.01. District Fund. There is hereby created and established the District Fund designated as the "2008 Special Improvement District 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 District Fund there shall be rnaintained a separate account fo¡ SID No. 1385, designated accordingly (the "District Account"). Within the District Account there shall be maintained three separate accounts, designated as the "Construction Account," "Pnncipal Account" and "Interest Account," respectively. 3.02. Construction Account. There shall be credited to the Construction Account certain proceeds of the sale of the Bonds as provided herein. All proceeds of the Bonds except amounts required to be deposited in the lnterest Account shall be deposited in the Construction Account. Any earnings on investment of money in the Construction Account shall be retained therein. All costs and expenses of constructing the lmprovements to be paid from proceeds of ìhe Bonds shall be paid from time to time as incurred and allowed from the Construction Account in accordance with the provisions of applicable law, and money in the Construction Account shail be used for no other purpose; provided that upon completion of the Improvements and after all claims and expenses with respect to the Improvements have been fully paid and satis{ied, any money remaining in said Construction L ---PAGE BREAK--- Account shall be transferred to said Principal Account in the District Account and used to redeem Bonds as provided in Section 3.03. 3.03. Principal Account and Interest Account. Money in the Principai Account and the Interest Accoui- shall be used only for payment of the principal of and interest on the Bonds as such payments become due or to redeem Bonds. From the proceeds of the Bonds, there shall be deposited in the Interest Account any lnterest on the Bonds accrued to the dãte of their deiivery and $266,529.39 representing capitalized interest to be used for the payment of interest on the Bonds on January 1 , 2O0g and July l, 2009. lnterest income on funds in the Principal ãnd Interest Accounts shall be retained therein and used as any other funds therein' Upon collection of the installment of principal and interest due on November 30 and May 3l of each fiscal year on the special assessments to be levied with respect to the lmprovements in the District, the Financial Servicls Manager ihall credit to the Interest Account so much of said special assessments as is collected as interest puy*.n1 and the balance thereof to the Principal Account. Any instalhnent of any special assessment paid prior to its due date with interest accrued thereon to the next succeeding interest payment date shall be crediied with respect to principal and interest payments in the same manner as other assessments are credited to the District Account. All money in the Interest Account and the Principal Account shall be used first to pay interest due, and any remaining money shall be used to pay Bonds then due and, if money is availabie, to redeem Bonds in accordance with SeJtion 2.b6; provided that any money transferred to a Principal Account from the Construction Account pursuant to Section 3.02 shall be applied to redeem Bonds to the extent possible on the next interest payment date for which notice of redemption may properly be given pursuant to Section 2'06' Redemption of Éon¿r shall be as provided in Section i.OA, interest shall be paid as accrued thereon to the date ofìedemption, in accordance with the provisions of Section 7-12-4206 of the Act. 3.04. Loans from Revolving Fund. The Council shall an¡rually or more often if necessary issue an order authorizing u l,oun o, u¿u*" frorn tt " R.volving Fund to the District Account in an amount sufficient to make good any ãeficiency then existing in the Interest Àccount, and shall issue an order authorizing a loan or advance io* *rá Revolving Fund to the District Account in an amount sufficient to make good any deficiency then existing in the principal Account, in such order and in each case to the extent that money is available in the Revolving Fund. A àeficiency siall be deemed to exist in a Principai Account or an Interest Account if the money oi deposit therein on any December 15 or June 15 (excluding amounts in the Principal Accot: representing prepaid special assessments) is less than the amount necessary to pay Bonds due (other than up reãemptionj, aná int.rè.t on all Bonds payable, on the next succeeding interest palnnent date' pursuant to Ordinance No. 1096, the City has undertaken and agreed to provide funds for. the Revolving Fund by annually levying such tax or making such loan from the general fund of the City as'i authorized by Montana Code Annotateã, Section 7-12-4222. ln the event that the balance on hand in the Revolving Fund fifteen days prlor to any date when interest is due on special improvement district bonds or warrants of the City is not sufficient to make good all deficiencies then exisiing in the special improvement district funds,for which the City covenants to make loans from the Revolving Fund, the balance on hand in the Revolving Fund shall be allocated to the funds of the special improvement ãistricts in which such deficiencies then exist in proportion to oïttr" ¿.n.i".,cies on the rãspective dates of receipt of such money' until all interest accrued on such ,p""lut improvement district bonds or warrants of the city has been paid and to the extent of amounts available in the Revolving Fund. On any date when all accrued interest on special improvement district bonds and warrants of the City pãyable from funds for which the City has covenanted to make loans from the Revolving Fund has been paid, âny balance remaining in the Revolving Fund shall be lent or advanced to the special improvement district funds for pa)¡rnent and ãdemption of bonds to the extent the special improvement district funds are deficient for such purpose, and, if money in the Revolving Fund is insuffrcient therefor, pro rata, in an amount proportionate to the amount of such deficiency' The City hereby determines, covenants and agrees to levy the property tax described in-the immediately preceding paragraphto provide funás for the Revolving Fund so long as any Bonds are outstanding to the extent i"quired-'nde, tt. p.où.ions of this Resolution an¿ itre Act, even though such property tax levy may, under applicable law or provisions of the home rule charter of the City, require that property tax levies of the City for other purposes be reduced correspondingly' 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 fully paid: 4.01. Compliance with Resolution. The City will hold the District Fund and the Revoiving Fund as t funds, separat. *ã upurt f.orn 'ott of ltt 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 1 ---PAGE BREAK--- District Fund and the Revolving Fund are in accordance with the undertaking and agreement of the City made in connection with the public offering of the Bonds and the sale of the Bonds as set forth in Section 1.06. 4.02. Constructiorl of Improvements. The City will do all acts and things necessary to enforce the provisions ofthe construction contracts and bonds referred to in Section 1.04 and to ensure the completion ofthe Improvements for the benefit of the District in accordance '"vith the plans and specifications and within the time therein provided, and wili pay ali costs thereof as incurred and allowed, out of the District Account and within the amount of the proceeds of the Bonds appropriated thereto. 4.03. Levy of Assessments. The City wiil do all acts and things necessary for the f,rnal and valid levy of special assessments upon all assessable real property within the boundaries of the District in accordance with the Constitution and laws of the State of Montana and the Constitution of the United States in an aggregate principal amount not less than $5,360,000 for the Dist¡ict. Such special assessments shall be levied on the basis or bases prescribed in Resolution No. 08-18742. Interest has been capitalized from the proceeds of the Bonds to pay interest on July 1,2009. Interest only shall be assessed at an annual rate equal to the sum of: the average annual interest raie bome by the then-outstanding Bonds, plus (ii) one-half of one percent (0.50%) per annum tn fiscal year 2009 and shall be payable in semiannual installments on the 30'n day of November in 2009 and the 31't of May in 2010. Thereafter, assessments shali be payable in substantially equal semiarurual installments of principal and interest at the above-referenced rate over a period of 18 years. The assessments for principal and interest to be ievied will be payable on the 30th day of November in each of the years 201 0 through 2021 , and on the 31st day of May in the years 2011 through 2028, inclusive. All assessments, if not theretofore paid, shall become delinquent on such date unless paid in full. 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 assessmentwithallpenalties,costandinterestasprovidedinMontanaCodeAnnotated,SectionT-12-4191. No tax deed issued with respect to any lot or parcel of iand shall operate as payment of any instaliment of the assessment 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 Montana Code Annotated, Section 15-18- 214. 4.04. Reassessment. 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 Council, its officers and employees, will take all steps necessary to correct the same and to reassess 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 reassess and re- levy the same with the same force and effect as an original levy thereof, as authorized ín Montana Code Annotated, Section 7 -12-4186. Any special assessment, or reassessment or re-levy shall, so far as is practicable, be levied and collected as it would have been ifthe first levy had been enforced including the levy and collection ofany interest accrued on the first levy. If proceeds of the Bonds, including investment income thereon, are applied to the redemption of such Bonds, as provided in Montana Code A¡rnotated, Sections 7-12-4205 andl-12-4206, or if refunding bonds are issued and the principal arnount of the outstanding Bonds of the District is decreased or increased, the City will reduce or increase, respectively, the assessments levied in the respective District and then outstanding 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 Council, its offrcers and employeei will reassess and re-levy such assessments, with the same effect as an original levy, in such reduced or increased amounts in accordance with the provisions of Montana Code Arinotated, Sections 7-12-4176 through 7-12-41'78. 4.05. Absence of Litieation. There is now no litigation pending or, to the best knowledge of the City, threatened questioning the validity or regularity of the creation of the District, the contracts for construction of the Improvements or the undertaking and agreement of the City to levy special assessments therefor and to make good any deficiency in the collection thereofth¡ough the levy oftaxes for and the making ofadvances fiom the Revolving Fund, or the right and power 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 noti$r in writing the Purchaser, and will fumish the Purchaser a copy of all documents, including pleadings, in connection with such litigation. 4.06. Waiver of Penalty and Interest. The City covenants not to waive the palnnent of penalty or interest on delinquent assessments levied on property in the District for costs of the Improvements, unless the City determines, by resolution of the City Council, that such waiver is in the best interest of the owners of the outstandine Bonds. ---PAGE BREAK--- 5.01. Use of Improvements. The lmprovements will be owned and operated by the City and available f¡ use by members of the general public on a substantially equal basis. The City shali not enter into any lease, us. or other agreement with any non-goverrìmental person relating to the use of the lmprovements or security for the payment of the Bonds which might cause the Bonds to be considered "private activity bonds" or 'þrivate loan bonds" within the meaning of Section 141 of the Intemal Revenue Code of 1986, as amended (the "Code"). 5.02. General Covenant. The City covenants and agrees with the o\ryners froln time to time of the Bonds that it will not take or permit to be taken by any of its officers, empioyees or agents any action which would cause the interest on the Bonds to become includabie in gross income for federal income tax pì.rrposes under the Code and applicable Treasury Regulations (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 incorne for federal income tax purposes under the Code and the Regulations. 5.03. Arbiiraee Certificqtion. The Mayor, the Financial Services Manager, 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 Regulafions, stating that on the basis of facts, estimates and circumstances in existence on the date ofissue and delivery ofthe Bonds, it is reasonably 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 the Regulations. 5.04. Arbitrage Reb4te. The City acknowledges that the Bonds are subject to the rebate requirements of Section 148(Ð of the Code. The City covenants and agrees to retain such records, make such determinations, file such reports and documents and pay such amounts at such times as are required under said Section 148(f) and applicable Treasury Reguiations to preserve the exclusion ofinterest on the Bonds from gross income for federal income tax purposes, unless the Bonds qualify for the exception from the rebate requirement under Section 148(Ð(4XB) ofthe Code and no "gross proceeds" ofthe Bonds (other than amounts constituting a "bona fide debt service fund") arise during or after the expenditure of the original proceeds thereof. In furtherance of the foregoing, the Mayor, the Financial Services Manager, and the City Clerk are hereby authorized and directed I execute a Rebate Certificate, substantially in the form to be prepared by Bond Counsel, and the City hereb. covenants and agrees to observe and perform the covenants and agreements contained therein, unless amended or terminated in accordanoe with the provisions thereof. 5.05. lnformation Reportins. The City shall file with the Secretary of the Treasury, àot later than February 15,2009, a statement conceming the Bonds containing the information required by Section i49(e) of the Code. Section 6. Authentication of Transcript. 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 certificates and affidavits as may be required to show the right, power and authority of the City to issue the Bonds, and all 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. Discharse. 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. Pavment The City 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 funds sufficient, or, if a City offìcer is the Registrar, mailing to the registered owner of such Bond a check or draft in 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 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 available, for the payment thereof in full with interest accrued to the date of such deposit or mailing. 7.03. Prepayment. The City may also discharge its obligations with respect to any Bonds called for redemption on any date when they are prepayable according to their terms, by on or before that date depositing 9 Section 5. Tax Matters. ---PAGE BREAK--- with the Registrar funds sufficient, or, if a City officer is the Registrar, mailing to the registered owner of such Bond a check or a draft in a sum sufficient and providing proceeds available, for the payment of the principai, interest and redemption premium, if any, which are then due; provided that notice of such redemption has been duly given as provided herein or irrevocably provided for. 7.04. Escrow. The City may aiso 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 ¡ates and maturing on such dates as shall be required, without reinvesfment, to provide funds sufficient to pay all principai and interest to become due on all Bonds on or before maturity or, if any Bond has been duly called for redemption or notice ofsuch redemption has been irrevocably provided for, 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. Continuins Disclosure. Purpose a4d Beneficiaries. To provide for the public availability of certain information relating to the Bonds and the security therefor and to pennit the original purchaser and other participating underwriters in the prirnary offering of the Bonds to comply with amendments to Rule l5c2-12 promulgated by the Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934 (17 C.F.R. $ 240.15c2-12), relating to continuing disclosure (as in effect and interpreted from time to time, the "Rule"), which will enhance the marketability of the Bonds, the City hereby makes the following covenants and agreements for the benefit of the Owners (as hereinafter defined) from time to time of the Outstanding Bonds. The City is the only "obligated person" in respect of the Bonds within the meaning of the Rule for purposes of identifuing the entities in respect of which continuing disclosure must be made. The City has complied in all material respects with any undertaking previously entered into by it under the Rule. If the City fails to comply with any provisions of this Section 8, any person aggrieved thereby, including tlre Owners of any Outstanding Bonds, may take whatever action at law or in equity may appear necessary or appropriate to enforce performance and observance of any agreement or covenant contained in this Section 8, including an action for a writ of mandamus or specific performance. Direct, indirect, consequential and punitive damages shall not be recoverable for any default hereunder to the extent permitted by law. No{withstanding anything to the contrary contained herein, in no event shall a default under this Section 8 constitute a default under the Bonds or under any other provision of this Resolution. As used in this Section 8, "Owner" or "Bondowner" means, in respect of a Bond, the Holder thereof, and any other person who provides to the Regishar evidence in form and substance reasonably satisfactory to the Registrar that such person has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, such Bond (including persons or entities holding Bonds through nominees, depositories or other intermediaries), or is treated as the owner of the Bond for federal income tax purposes. Information To Be Disclosed. The City will provide, in the mamer set forth in subsection hereof, either directly or indirectly through an agent desigrrated by the City, the following information at the foilowing trmes: on or before270 days after the end of each fiscal year of the City, commencing with the fiscal year ending June 30, 2008, the following financial information and operating data in respect of the City (the "Disclosure Information") : the audited financial statements for such fiscal year, accompanied by the audit report and opinion of the accountant or government auditor relating thereto, as permitted or required by the laws of the State of Montana, containing balance sheets as of the end of such fiscal year and a statement of operations, changes in fund balances and cash flows for the f,rscal year then ended, showing in comparative form such figures for the preceding f,rscal year of the City, prepared in accordance with generally accepted accounting principles promulgated by the Financial Accounting Standards Board as modified in accordance with the governmental accounting standards promulgated by the Govemmental Accounting Standards Board or as otherwise provided under Montana law, as in effect from time to time, or, if and to the extent such financial statements have not been prepared in accordance with such generally accepted accounting principles for reasons beyond the 10 ---PAGE BREAK--- reasonable control of the City, noting the discrepancies therefrom and the effect thereof, and certified as to accuracy and completeness in all material respects by the City Clerk; and To the extent not included in the financial statements referred to in paragraph hereol the information of the type set forth belorv, which information may be unaudited, but is to be certified as io accuracy and completeness in all material respects by the City Clerk to the best of his or her knowledge, which certification may be based on the reliability of ir.rfolmation obtained from third party sources: information, for such fiscal year, relating to special assessments, collections, investment eamings and debt service payments, amounts on hand in the Revolving Fund and transfers in and out contained in the table under the captions "The District," "The Revolving Fund," "Other Outstanding Special Improvement District Bonds and the Revolving Fund," "Statement of Changes in Fund Balance of the Revolving Fund" and "Future Financings" in the Ofhcial Statement; updated information for such fìscal year until the time the property in the District is fully developed, relating to ownership of the property in the District, the status of development of the property in the District, and the delinquencies, if any, in the payments of assessments; information, as ofJanuary 1 for the current tax yeal, relating to the appraised value and taxable value of taxable property in the District; identif,rcation of the property owners in the District a¡d the assessments by name, type of propefy and taxable value; information, as of the most recent date available, regarding emplolnnent in the Billings MSA, the State of Montana and the United States of the tlpe contained in the table under the caption "The City-Employment" in the Official Statement; and Information, as of the most recent date available, regarding the larger employers in the Billings MSA, identifying the employer and estimated number of employees of the type contained in the table under the caption "The City-Empioyment- Major Employers" in the Offrcial Statement; and Information, as of the end of the most recent frscal year, regarding the direct debt of the City, including debt evidenced by special improvement district bonds, overlapping general obligation debt and debt ratios of the type contained under the captions "The City-Direct Debt of the City," "-Overlapping General Obligation Debt," "-Debt Ratìos for General Obligation Debt" and "-Additional Debt" in the Official Statement. Notwithstanding the foregoing paragraph, if the audited financial statements are not available by the date specified, the City shail provide on or before such date unaudited financial statements in the format required for the audited financial statements as part of the Disciosure Information and, within l0 days after the receipt thereof, the City shall provide the audited financial statements. Any or a1l of the Disclosure Information may be incorporated by reference, if it is updated as required hereby, from other documents, including official statements, which have been submitted to each ofthc rcpositorics hcrcinaftcr to undcr or thc SEC. Ifthc documcnt incorporatcd by reference is a final official statement, it must be available fior¡ the Municipal Securities Rulemaking Board. The City shall clearly identify in the Disclosure Information each document so incorporated by reference. If any part of the Disciosure Information can no longer be generated because the operations of the City have materially changed or been discontinued, such Disciosure Information need no longer be provided if the City includes in the Disclosure Information a statement to such effect; provided, however. ifsuch operations have been replaced by other City operations in respect ofwhich data is not included it the Disclosure Information and the City determines that certain specified data regarding such replacement operations would be a Material Faci (as defined in paragraph hereof), then, from and after such 1t ---PAGE BREAK--- determination,theDisclosureInformationshallincludesuchadditionalspecifieddataregardingthe replacement operations. paragraph (bXl) or subsection then the City shall include in the next Disclosure Info¡mation to be ' delivered hereunder, to the extent necessary, an explanation of the reasons for the amendment and the effectofanychangeinthetypeoffinancialinformationoroperatingdataprovided In a timely rnanr.rer, notice of the occurrence of any of the following events which is a Material Fact (as hereinafter defined): Principal and interest payment deiinquencies; Non-payrnent related defaults; Unscheduled draws on debt service reseryes reflecting financial difficulties; I (D)Unscheduleddrawsoncreditenhancementsreflectingfinancialdifficulties; Substitution of credit or liquidity providers, or their faiiure to perform; Adverse tax opinions or events affecting the tax-exempt status of the security; Modifìcations to rights of security holders; ; Bond calls: i Defeasances, Release, substihltion, or sale ofproperty securing repayment ofthe securities; and t, Rating changes. i As used herein, a "Material Fact" is a fact as to which a substantial likelihood exists that a reasonably prudent investor would attach importance thereto in deciding to buy, hold or sell a Bond or, if I not disclosed, would significantly alter the total information otherwise available to an investor from the i Official Statement, information disclosed hereunder or information generally available to the public. I Notwithstanding the foregoing sentence, a "Material Fact" is also an event that would be deemed 'l "rnaterial" for purposes of the purcl-rase, holding or sale of a Bond within the meaning of applicable federal securities laws, as interpreted at the time of discovery of the occurrence of the event. (3)Inatimelymarrrrer,noticeoftheoccurrenceofanyofthefo]lowingeventsorconditions: (A)thefaiIureoftheCitytoprovidetheDisc1osureInformationrequiredunder paragraph (bXl) at the time specified thereunder; ;i l the amendment or supplementing of this Section 8 pursuant to subsection : together with a copy of such amendment or supplement and any explanation provided by the City under subsection t' the tennination of the obligations of the City under this Section 8 pursuant to ì subsection (D)anychangeintheaccountingprincipleSpursuanttowhichthefinancialStatements constituting a portion of the Disclosure Information or the audited financial statements, if any, : furnishedpursuanttosubsection(b)(2)or(3)areprepared;and any change in the fiscal year of the City. (c)MarrnerofDisclosure'TheCityagreestomakeavailabletheinformationdescribedinsubsection(b) to the following entities by telecopy, ovemight delivery, mail or other means. as appropriate: the information described in paragraph of subsection to each then 4ationally k recognized municipal securities information repository under the Rule and to any state information , depository then designated or operated by the State of Montana as contemplated by the Rule (the "State I Depository"), if any; åî^åifl:',i:,{iìräi,t;1."r subsection to the Municipar l theBondsand,attheexpenseofsuchBondowner,toanyBondownerwhorequestSinwritingsuch information, at the time of transmission underparagraphs or of this subsection as the case may 1 1a ---PAGE BREAK--- be, or, if such information is transmitted with a subsequent time of release, at the time such information is to be released The covenarlts of the City in this Section 8 shall remain in effect so long as any Bonds are Outstanding. Notwithstanding the preceding sentence, however, the obligations of the City under this Section 8 shall terminate and be without effect as of any date on which the City delivers to the Registrar an opinion of Bond Counsel to the effect that, because of legislative action or final judicial or administoative actions or proceedings, the failure of the City to comply with the requirements of this Section 8 will not cause participating underwriters in the primary offering of the Bonds to be in violation of the Rule or other applicable requirements of the Secwities Exchange Act of 1934, as amended, or any statutes or laws successory thereto or amendatory thereof. This Section 8 (and the form and requirements of the Disclosure Information) may be amended or supplemented by the City from time to time, without notice to (except as provided in paragraph hereof) or the consent of the Owners of any Bonds, by a resoiution of this Board filed in the office of the City Clerk accorapanied by an opinion of Bond Counsei, who may rely on certificates of the City and others and the opinion may be subject to customary quaiifications, to the effect that: such amendment or supplement is made in connection with a change in circumstances that arises from a change in law or regulation or a change in the identity, nature or status of the City or the type of operations conducted by the City, or is required by, or better complies with, the provisions of paragraph of the Rule; (ii) this Section 8 as so amended or supplemented would have complied with the requirements of paragraph (bX5) of the Rule at the time of the primary offering of the Bonds, giving effect to any change in ci¡cumstances applicable under clause and assuming that the Rule as in effect and interpreted at the time of the amendment or supplement was in effect at the time of the primary offering; and (iii) such amendment or supplement does not materially impair the interests of the Bondowners under the Rule. If the Disclosure Information is so amended, the City agrees to provide, contemporaneously with the effectiveness of such amendment, an explanation of the reasons for the amendment and the effect, i any, of the change in the type of financial info¡mation or operating data being provided hereunder. This Section 8 is entered into to comply with the continuing disclosure provisions of the Rule and should be consüued so as to satisfy the requirernents ofparagraph ofthe Rule. i) Section 9. Repeals and Effective Date. 9.01. Repeal. All provisions of other resolutions and other actions and proceedings of the City and this 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 Council. Term: Amendrnents : Interoretation. PASSED AND ADOPTED bv the October, 2008. City Councii of the City of Billings, Montana, this 14th day of CITY OF BILLINGS: 13 ---PAGE BREAK--- ffi Springsted $5,360,000 CITY OF BILLINGS, MONTANA SPEGIAL IMPROVEMENT DISTRICT NO.1385 BONDS (BOOK ENTRY ONLY) D.A. DAVIDSON & CO. October 14,2008 Springsted I ncorporated 380 Jaclson Street, Suite 300 Saint Paul, MN 55101-2887 Tel: 651 -223-3000 Fax: [PHONE REDACTED] Email: aùisors@ springsted.com www.springsted.com AWARD: SALE: Not Rated Bidder Interest Rates Net Interest True lnterest Cost Rate D.A. DAVIDSON & CO. 5.40% 2011 5.75% 2012 6.00% 2013 6.250/o 2014 6.50% 2015 6.75% 2016 7.000/, 2017 7.20% 2018 7.40% 2019 7.60% 2020 7.70% 2021 7.80% 2022 7.90% 2023 8.00% 2024 8.05% 2025 8.10% 2026 8.15% 2027 8.20% 2028 $5,226,000.00 $5,293,792.50 7.96580/o These Bonds are being reoffered at Par. BBI: 5.47% Average Maturity: 12.464 Years Pubtic Sector Advlsors ---PAGE BREAK--- No. UNITED STATES OF AMERICA STATE OF MONTANA YELLOWSTONE COUNTY CITY OF BILLINGS SPECIAL I\4PROVEMENT DISTRiCT NO. I J85 BONDS interest at the rate per annum specified below, payable on the 1'r day ofJanuary and the 1" day ofJuly in each year, commencing July 1 ,2009 . EXHIBIT B REGISTERED OWNER: CEDE & CO PRINCIPAL AMOUNT: Rate % FOR VALUE RECEIVED, the City of Billings, Yellowstone County, Montana, will pay to the registered owner identified above, or registered assigns, on the maturiiy date specified above the principal arnount specified above,solelyfromtherevenueShereinafterspecified,asauthorizedbyResolutionNo.-,adopted October 14,2008 (the "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 or registration of this Bond, as expressed herein, or from such later date to which interest hereon has been paid r 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. Interest on this Bond is payable semiannually, commencing July i, 2009, on the first day of January and the hrst 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 (*hether or not such is a business day) of the immediately preceding month. Interest on and, upon presentation and surrender liereof at the operations center of the bond registrar and paying agent hereinafter named, the principal of this Bond are payable by check or draft of U.S. Bank National Association, as Bond Registrar, Transfer Agent and Paying Agent, at its operations center in St. Paul, Miruresota, or its successor designated under the Resolution (the "Registrar"). The principal of and interest on this Bond are payable in lawful money of the United States of America. Notwithstanding any other provisions of thìs 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 The Depository Trust Company or other securities depository, the Registrar shall pay ali 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 accordance.with the operational arrangements of The Depository Trust Company or other securities depository as agreed to by the City This Bond is one of an issue in the aggregate principal amount of $5,360,000 (the "Bonds"), all of like date of original issue and tenor, except as to serial number, denomination, date, interest rate, maturity date, and redemption rights. 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 A¡r¡rotated, Title 7, Chapter 12, Pa¡ts 4l arrd 42, as arnended (the "Act"), and ordinances and resolutions duly adopted by the goveming body of the City, including the Resolution, to finance the costs of certain local improvements (the "Improvements") for the special benefit of property located in the following Special Improvement District of the City: Special Improvement District Nos. 1385 (the "District"). The Bonds are issuable oniy as fullyregistered bonds of single maturities in denominations of $5,000 or any integal multiple thereof. Interest shall be calculated on the basis of a 360-day year composed or twelve 30-day months. This Bond is payable from the collection of a special tax or assessment levied upon all assessable real property within the boundaries of the District, in an aggregate principal amount of not less than $5,360,000, B-l Mafirrity July 1, Date of Oriqinal Issue October 1, 2008 $_.00 CUSIP AND NO/lOO DOLLARS ---PAGE BREAK--- e¡cept as such amounts rnay be reduced or increased in accordance with provisions of Montana law. Such assessments constihrte a lien against the assessable real estate within the District, District and are to be deposited into the Special Improvement District No. 1385 Fund of the City (the "District Fund"). The Bonds are not general obligations of the City. The City has also validly established a Special Improvement District Revolving Fund (the "Revolving Fund") to secure the payment of certain of its special improvement district bonds, including the Bonds. The City has also agreed, to the extent permitted by the Act, to issue orders annually authorizing loans or advances from the Revoiving Fund to the Fund, in amounts sufficient to make good any deficiency in the 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 f¡om 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 secured thereby and the durational limitations specified in the Aci. 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 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 correspondingly to meet applicable levy limits. The Bonds are subject to mandatory redemption in order of stated maturities or sinking fund payment date and within a stated maturity in $5,000 principal amounts selected by lot or other manner deemed fair by the Registrar, shall be redeemed before other Bonds of such stated maturity, on any interest payment date if, after paying all principal and interest then due on the Bonds, there are funds to the credit of the District Fund, from the prepayrnent of assessments levied ín the District or from surplus proceeds of the Bonds not required to pay costs of the Improvements, for the redemption thereof, and in the manner provided for the redemption of the same. In addition, the Bonds are subject to redemption on any interest payrnent date on July 1, 2015, 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- 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 and principal amount shall be fixed by the Financial Services Manager, who shall give notice thereof to the Registrar in suffrcient time for the Registrar to give notice, by first class mail, postage prepaid, or by other means required by the secunties depository, to the owner or owners of such Bonds at their addresses shown on the bond register, of the Bonds or portions thereof 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 rnailing of notice, 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 nrrf cf andino As provided in the Resolution and subject to certain limitations set forth therein, this Bond is transferable upon the books of the City at the principal office of the Registrar, by the registered owner hereof in person or by his attomey 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 his 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 aggregafe principal arnount, 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 excharlge. 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 pa)¡rnent 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 Moritana and the resolutions and ordinances of the City of Billings, Montana, relating to the issuance thereot and that theopinion 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 Resolution until the Certificate of Authentication herein shall have been executed by the Registrar by the manual sisnature of one of its authorized representatives. B-2 ---PAGE BREAK--- IN WITNESS WHEREOF, the City of Billings, Yeliowstone County, Montana, by its City Council, has caused this Bond and the certificate on the reverse hereof to be executed by the facsimile signatures of the Mayor, the Financial Services Manager and the City Clerk, and by a printed facsimile of the official seal of the City. CITY OF BILLINGS, MONTANA (Facsirnile Signatu,'ej MAYOR (Facsimile Seal) CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned heretn. U.S. BANK NATiONAL ASSOCIATION, as Bond Registrar, Transfer Agent, and Paying Agent (Facsimile Signahrre) FINANCIAL SERVICES MANAGER (Facsimile Signarure) CITY CLERK By Authorized Sisnafure B-3 ---PAGE BREAK--- . 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 - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as.¡oint tenants with right of survivorship and not as tenants in common Additionai abbreviaiions may also be used UTMA...........Custodian.... (Cust) (Minor) under Uni Act. . form Transfers to Minors (State) ASSIGNMENT FOR VALUE RECEIVED the undersisned herebv sells. assiens and transfe¡s unto the within Bond and all rights thereunder, and hereby irrevocably and appornts 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 SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE: NOTICE: The signature to this assignment 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 Bond Registrar, which requirements include membership or partìcipation in STAMP or such other "sígnature guaranty program" as may be determined by the Bond Registrar in addition to or in substitution for STAMP, all in accorda¡ce with the Secu¡ities Exchange Act of 1934, as amended. B-4 ---PAGE BREAK--- BI.ANKET ISSUER LETTER OF REPRESENTATIONS [o be Completed by lssuerl CITY OF BILLINGS, MONÎANA INarnc of Isuerl November 12 The Depository Trust Company A subsidiary of Th€ Depos¡tory Trust & Clearing Corporation [For Municipal Issues: - Underwriting Department-Eligibiliry; 50th Floorl [For Corporate Issues: General Cot¡nsel's Offìce; 49th Floor] The Depository Trust Company 55 Water Street NewYork, NY 1004t-0099 L,adies and Gentlemen: Thls letter sets forth our understanding with respect to all issues (the "securities") that Issuer shall request be made eligible for deposit by The Del:ository Trust Cornpany Tt¡ induce DTC t