SUBSTITUTE RESOLUTION NO. RS2002-1238

A resolution supplementing and amending certain resolutions of The Metropolitan Government of Nashville and Davidson County and awarding the sale of the Metropolitan Government’s Water and Sewer Revenue Refunding Bonds, Series 2002.

WHEREAS, on October 15, 2002, the Metropolitan County Council (the "Council") of The Metropolitan Government of Nashville and Davidson County (the "Metropolitan Government"), adopted Resolution No. RS2002-1211 (the "Resolution"), authorizing the issuance, sale and delivery by the Metropolitan Government of water and sewer revenue refunding bonds in the aggregate principal amount of not to exceed $35,000,000 for the purpose of refunding certain outstanding obligations described therein; and

WHEREAS, said bonds have been advertised for public sale in THE BOND BUYER, a daily financial newspaper printed and published in New York, New York, and in THE TENNESSEAN, a newspaper of general circulation in the Metropolitan Government, in accordance with Tennessee law (the "Notice of Sale"); and

WHEREAS, bids have been received for the bonds offered for sale and it is in the best interest of the Metropolitan Government to award the sale of said bonds to the bidder submitting the lowest bid; and

WHEREAS, it has been determined that it is advantageous to the Metropolitan Government to make certain changes to the terms of the bonds, as permitted by the Resolution, in order to sell the bonds on terms most favorable to the Metropolitan Government, to sell fewer than all the bonds authorized by the Resolution, and to refund fewer than all the bonds described in the Resolution;

NOW, THEREFORE, BE IT HEREBY RESOLVED by the Metropolitan County Council of The Metropolitan Government of Nashville and Davidson County, as follows:

1. Receipt of Bids. Pursuant to the Notice of Sale, duly published in accordance with Tennessee law, the following bids were received for the Metropolitan Government's Water and Sewer Revenue Refunding Bonds, Series 2002 (the "Series 2002 Bonds") described on Exhibit A, copy of which is attached hereto:

2. Successful Bidder. The Council has reviewed all bids received with respect to the Series 2002 Bonds and the bid of UBS PaineWebber Inc. (the "Purchaser") is the bid which results in the lowest true interest cost to the Metropolitan Government, and in all respects complies with the Notice of Sale.

3. Award of Bonds. It is hereby ordered that the bid of the Purchaser attached hereto be and the same is hereby accepted, and the Council hereby awards and sells to the Purchaser the Series 2002 Bonds described on Exhibit A in the aggregate principal amount of $30,255,000, at a purchase price of $32,228,172.49, representing the principal amount of the Bonds, plus a premium bid of $2,115,675.00, less underwriter's discount of $142,502.51.

4. Terms of Bonds. The terms of the Series 2002 Bonds sold pursuant to the terms hereof are set forth on Exhibit A attached hereto and made a part hereof.

5. Amendments. Section 4.01(b) of the Resolution and the form of the bond attached to the Resolution are hereby amended to conform to the terms of the Series 2002 Bonds set forth on Exhibit A attached hereto and made a part hereof. The Series 2002 Bonds shall be issued in accordance with the Resolution, as amended and supplemented herein.

6. Good Faith Deposit. The Director of Finance of the Metropolitan Government is hereby authorized and directed to accept as the good faith deposit for the Series 2002 Bonds awarded hereunder the Good Faith Deposit Financial Surety Bond issued by Financial Security Assurance Inc..

7. Official Statement. The Metropolitan Government hereby ratifies and approves the distribution of a Preliminary Official Statement describing the Series 2002 Bonds in the form of the Preliminary Official Statement attached hereto as Exhibit B and by this reference made a part hereof (the "Preliminary Official Statement"). The Metropolitan Mayor and Director of Finance shall make such completions, omissions, insertions and changes in the Preliminary Official Statement not inconsistent with this resolution as are necessary or desirable to complete it as a final Official Statement for the Series 2002 Bonds for purposes of Rule 15c2-12(e)(3) of the Securities and Exchange Commission (the “Official Statement”). The Metropolitan Mayor and Director of Finance shall arrange for the delivery to the successful bidder for the Series 2002 Bonds of a reasonable number of copies of the Official Statement within seven business days after the Series 2002 Bonds have been sold for delivery by the Underwriter to each potential investor requesting a copy of the Official Statement.

The Metropolitan Government hereby deems the Preliminary Official Statement, in the form attached hereto as Exhibit B, to be in final form within the meaning of Rule 15c2-12(b)(1), except for the omission of certain pricing and other information allowed to be omitted pursuant to such Rule 15c2-12(b)(1). The Metropolitan Mayor and Director of Finance are authorized, on behalf of the Metropolitan Government, to deem the Official Statement in final form, as of the date hereof, within the meaning of Rule 15c2-12(b)(1). The distribution of the Official Statement in final form shall be conclusive evidence that it has been deemed in final form as of the date hereof by the Metropolitan Government.

8. Conflicting Resolutions. All other resolutions and orders, or parts thereof, in conflict with the provisions of this resolution are, to the extent of such conflict, hereby repealed.

9. Effectiveness. This resolution shall be in immediate effect from and after its adoption, the welfare of The Metropolitan Government of Nashville and Davidson County requiring it.

Sponsored by: Craig Jenkins

LEGISLATIVE HISTORY
Referred to:	Budget & Finance Committee
Introduced:	November 19, 2002
Adopted:	November 19, 2002
Approved:	November 20, 2002
By: