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CERTIFICATE AS TO RESOLUTION AND ADOPTING VOTE I the undersigned, being the duly qualified and acting recording officer of the City of Missoula, Montana (the “City”), hereby certify that the attached resolution is a true copy of a Resolution entitled: “RESOLUTION DECLARING THE OFFICIAL INTENT OF THE CITY OF MISSOULA, MONTANA TO REIMBURSE CERTAIN ORIGINAL EXPENDITURES RELATED TO THE ACQUISITION OF CERTAIN CAPITAL EQUIPMENT FROM THE PROCEEDS OF TAX-EXEMPT BONDS TO BE ISSUED BY THE CITY OF MISSOULA, MONTANA AFTER THE PAYMENT OF SUCH ORIGINAL EXPENDITURES” (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 August 16, 2010, and that the meeting was duly held by the City Council of the City and was attended throughout by a quorum, pursuant to call and notice of such meeting given as required by law; and that the Resolution has not as of the date hereof been amended or repealed. I further certify that, upon vote being taken on the Resolution at said meeting, the following Council members voted in favor thereof: voted against the same: Childers, Haines, Hellegaard, Houseman, Marler, Mitchell, Rye, Strohmaier, Walzer, Wiener, and Wilkins; abstained from voting thereon: none; or were absent: Jaffe. WITNESS my hand officially this 16th day of August, 2010. Martha L. Rehbein Martha L. Rehbein, CMC City Clerk ---PAGE BREAK--- 1 RESOLUTION NUMBER 7552 RESOLUTION DECLARING THE OFFICIAL INTENT OF THE CITY OF MISSOULA, MONTANA TO REIMBURSE CERTAIN ORIGINAL EXPENDITURES RELATED TO THE ACQUISITION OF CERTAIN CAPITAL EQUIPMENT FROM THE PROCEEDS OF TAX-EXEMPT BONDS TO BE ISSUED BY THE CITY OF MISSOULA, MONTANA AFTER THE PAYMENT OF SUCH ORIGINAL EXPENDITURES BE IT RESOLVED By the City Council of the City of Missoula, Montana (the “City”), as follows: WHEREAS, U.S. Treasury Regulations, Section 1.150-2 (the “Reimbursement Regulations”), promulgated pursuant to Section 150 of the Internal Revenue Code of 1986, as amended (the “Code”), provides that the allocation of the proceeds of tax-exempt bonds to expenditures for governmental purposes originally paid from a source other than such tax-exempt bonds will be treated as expenditures of such tax-exempt bonds only if certain requirements of the Reimbursement Regulations are satisfied by the issuer of such tax-exempt bonds; and WHEREAS, the City expects to incur and pay certain original expenditures for the acquisition of certain capital equipment, including but not limited to heating and cooling equipment, irrigation pumps, a swimming pool cover, and other energy conservation equipment, accessories, and attachments for use in City buildings (collectively, the “Equipment”), as further described in an Energy Conservation Measures Summary, presented by Johnson Controls, Inc. to the City, which summary is on file with the City Finance Director/Treasurer. Said expenditures may be financed temporarily from sources other than the proceeds of tax-exempt bonds, and which expenditures are expected to be reimbursed from the proceeds of one or more series of tax-exempt bonds. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF MISSOULA, MONTANA AS FOLLOWS: 1. The City has a reasonable expectation (within the meaning of U.S. Treasury Regulations, Section 1.148-1(b)) that it will pay the original expenditures for the Equipment from the City’s General Fund. The City has a reasonable expectation that it will issue one or more series of tax-exempt bonds (the “Bonds”) in an estimated maximum principal amount of $1,000,000 to finance the Equipment, and that the City will make reimbursement allocations to the General Fund with respect to such original expenditures for the Equipment from the proceeds of such Bonds. 2. This Resolution shall be maintained as part of the books and records of the City at the main administrative office of the City, and shall be continuously available during normal business hours of the City on every business day of the period beginning not more than thirty (30) days after adoption of this Resolution and ending on the last date of issue of any Bonds. 3. This Resolution has been adopted not later than sixty (60) days after payment of any original expenditure for the Equipment to be subject to a reimbursement allocation with respect to the proceeds of Bonds. 4. All reimbursement allocations with respect to the Bonds will be made not later than eighteen (18) months after the later of: the date the original expenditure is paid; or (ii) the date the Equipment is placed in service or abandoned, but in no event more than three years after the original expenditure is paid for a specific item of Equipment. If the Bonds are eligible for the $5,000,000 “small issuer” exception from arbitrage rebate, the “eighteen (18) months” limitation is extended to “three years” and the “three years” maximum reimbursement period is not applicable. 5. All original expenditures to which reimbursement allocations are to be made constitute: capital expenditures; (ii) costs of issuance of the Bonds; (iii) expenditures as described in U.S. Treasury Regulations, Section 1.148-6(d)(3)(ii)(B) for extraordinary, nonrecurring items that are not ---PAGE BREAK--- 2 customarily payable from current revenues, such as casualty losses or extraordinary legal judgments in amounts in excess of reasonable insurance coverage, and for which no reserve or other available amounts are maintained; or (iv) a grant, as defined in U.S. Treasury Regulations, Section 1.148-6(d)(4), as a transfer for a governmental purpose of money or property to a transferee that is not a related party to or an agent of the transferor with respect to which no obligation or condition is imposed to directly or indirectly repay any amount to the transferor. 6 The limitations set forth in paragraphs 3 and 4 of this Resolution do not apply to: the costs of issuance of the Bonds; (ii) an amount not in excess of the lesser of $100,000 or five percent of the proceeds of the Bonds; or (iii) preliminary expenditures up to an amount not in excess of twenty percent (20%) of the aggregate issue price of the Bonds that finance or are reasonably expected by the City to finance the Equipment for which the preliminary expenditures were incurred. The term “preliminary expenditures” includes architectural, engineering, surveying, soil testing, reimbursement bond issuance, and similar costs that are incurred prior to commencement of acquisition, construction, or rehabilitation of the Equipment, other than land acquisition, site preparation, and similar costs incident to commencement of construction. 7 This Resolution is an expression of the reasonable expectations of the City based on the facts and circumstances known to the City as of the date hereof. The anticipated original expenditures for the Equipment are consistent with the City’s budgetary and financial circumstances. No sources other than proceeds of Bonds to be issued by the City are, or are reasonably expected to be, reserved, allocated on a long-term basis, or otherwise set aside pursuant to the City’s budget or financial policies to pay such original expenditures for the Equipment. 8. This Resolution is intended to constitute a declaration of official intent for purposes of the Reimbursement Regulations. 9. No reimbursement allocation of the proceeds of the Bonds to original expenditures for the Equipment will employ an abusive arbitrage device (within the meaning of U.S. Treasury Regulations, Section 1.148-10) to avoid the arbitrage restrictions or to avoid the restrictions of Sections 141 through 150 of the Code. Passed by the City Council of the City of Missoula, Montana, this 16th day of August, 2010. John Engen John Engen Mayor Attest: Martha L. Rehbein Martha L. Rehbein, CMC City Clerk