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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 SIDEWALK, CURB, GUTTER AND ALLEY APPROACH IMPROVEMENTS FROM THE PROCEEDS OF TAX-EXEMPT BONDS TO BE ISSUED BY THE CITY 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 May 24, 2010, 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notice of such meeting given as required by law; and that the Resolution has not as of the date hereof been amended or repealed.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: Childers, Haines, Houseman, Jaffe, Marler, Mitchell, Strohmaier, Walzer, Wiener and Wilkins voted against the same: none; abstained from voting thereon: none; or were absent: Hellegaard and Rye WITNESS my hand officially this 24th day of May, 2010. Martha L. Rehbein Martha L. Rehbein, CMC City Clerk ---PAGE BREAK--- 1 RESOLUTION NUMBER 7532 RESOLUTION DECLARING THE OFFICIAL INTENT OF THE CITY OF MISSOULA, MONTANA TO REIMBURSE CERTAIN ORIGINAL EXPENDITURES RELATED TO SIDEWALK, CURB, GUTTER AND ALLEY APPROACH IMPROVEMENTS FROM THE PROCEEDS OF TAX-EXEMPT BONDS TO BE ISSUED BY THE CITY AFTER THE PAYMENT OF SUCH ORIGINAL EXPENDITURES 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 of Missoula, Montana (the “City”), expects to pay certain original expenditures for improvements to the sidewalk, curb, gutter, and alley approaches in the City in calendar years 2010 and 2011 to be financed temporarily from sources other than the proceeds of tax-exempt bonds, and which original 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 Treasury Regulations, Section 1.148-1(b)) that it will make expenditures for capital projects relating to sidewalk, curb, gutter, and alley approach improvements in the City in calendar years 2010 and 2011 as part of a program for the improvement and replacement of sidewalk, curb, gutter, and alley approaches in the City (collectively, the “Projects”). Descriptions of the Projects are contained in the City’s Capital Improvement Program for fiscal years 2010-2014. The City has a reasonable expectation that it will issue one or more series of tax- exempt bonds (the “Bonds”) in the estimated maximum principal amount of $2,000,000 in calendar year 2011 to finance the Projects and that the City will make reimbursement allocations with respect to such original expenditures for the Projects 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 a Project to be subject to a reimbursement allocation with respect to the proceeds of the 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 Project(s) is/are placed in service or abandoned, but in no event more than three years after the original expenditure for a specific Project. 5. All original expenditures to which reimbursement allocations are to be made constitute: capital expenditures; (ii) costs of issuance of the Bonds; (iii) expenditures for extraordinary, nonrecurring items that are not 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 is maintained; or (iv) a grant (as defined in 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 ---PAGE BREAK--- 2 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 Projects 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 a Project, 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 Projects 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 Project expenditures. 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 Project expenditures will employ an abusive arbitrage device (within the meaning of 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 24th day of May, 2010. John Engen John Engen Mayor Attest: Martha L. Rehbein Martha L. Rehbein, CMC City Clerk MS190-17 (AJP) 367420v.1