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 General Obligation Public Improvement Refunding Bonds, Series 2004.

WHEREAS, on February 6, 2001, the Metropolitan County Council (the "Council") of The Metropolitan Government of Nashville and Davidson County (the “Metropolitan Government”), adopted Substitute Resolution No. RS2001-510 ("Resolution No. RS2001-510"), authorizing the issuance, sale and delivery by the Metropolitan Government of general obligation refunding bonds, in the aggregate principal amount of not to exceed $291,000,000 for the purpose of refunding certain outstanding obligations described therein; and

WHEREAS, on March 7, 2001, the Metropolitan Government issued $73,745,000 in aggregate principal amount of General Obligation Multi-Purpose Refunding Bonds, Series 2001B under the authority of Resolution No. RS2001-510; and

WHEREAS, on October 16, 2001, the Council adopted Substitute Resolution No. RS2001-786 ("Resolution RS2001-786") to amend Resolution No. RS2001-510 to authorize the refunding of additional bonds thereunder and increase the principal amount of bonds authorized thereunder to $336,000,000; and

WHEREAS, on October 1, 2002, the Council adopted Substitute Resolution No. R2002-1190 ("Resolution RS2002-1190") to further amend Resolution RS2001-510 (Resolution No. RS2001-510, as amended by Resolution No. RS2001-786 and Resolution No. RS2002-1190, is herein referred to as the “Resolution”) to authorize the refunding of additional bonds thereunder and approving the preparation and delivery of a preliminary official statement describing the bonds to be sold and issued thereunder; and

WHEREAS, on October 31, 2002, the Metropolitan Government issued $108,690,000 in aggregate principal amount of General Obligation Multi-Purpose Refunding Bonds, Series 2002 under the authority of the Resolution; and

WHEREAS, market conditions now make it possible to refund and refinance at a cost savings to the Metropolitan Government a portion of the Series 1996A Bonds authorized to be refunded under the Resolution by the issuance of additional bonds authorized to be issued under the Resolution; 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 set forth in the Resolution in order to sell the bonds on terms most favorable to the Metropolitan Government; and

WHEREAS, the Council wishes to ratify the distribution of a Preliminary Official Statement in connection with the offering of the sale of said bonds;

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 bonds described on Exhibit A hereto (the “Series 2004 Bonds”):

NAME OF BIDDER                          TRUE INTEREST RATE

Citigroup Global Markets, Inc.               3.423285%
Goldman, Sachs & Co.                         3.430381%
Banc of America Securities LLC             3.433215%
Lehman Brothers                                3.436631%
UBS Financial Services, Inc.                 3.438231%
RBC Dain Rauscher, Inc.                      3.444293%
Stephens Inc.                                   3.448986%
Merrill Lynch & Co.                             3.464558%
Raymond James & Associates, Inc.        3.572526%

2. Successful Bidder. The Council has reviewed all bids received with respect to the Series 2004 Bonds and the bid of Citigroup Global Markets, 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 2004 Bonds described on Exhibit A in the aggregate principal amount of $51,340,000, at a purchase price of $56,182,731.40, representing the principal amount of the Bonds, plus original issue premium of $4,900,745.60, less underwriter’s discount of $58,014.20.

4. Terms of Bonds. The Series 2004 Bonds shall have the terms set forth on Exhibit A attached hereto.

5. Amendments. Sections 4.3(a) and 5.1(b) of Resolution RS2001-510, and the form of the bond attached to Resolution RS2001-510, are hereby amended to conform to the terms of the Series 2004 Bonds set forth on Exhibit A attached hereto. Except as set forth on Exhibit A, the Series 2004 Bonds shall be issued in accordance with the Resolution.

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 2004 Bonds awarded hereunder the Good Faith Deposit Financial Surety Bond issued by Financial Security Assurance Inc.

7. Official Statement. The preparation and distribution of a Preliminary Official Statement describing the Series 2004 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”), is hereby ratified and approved. The Metropolitan Mayor and Director of Finance shall hereafter make such completions, omissions, insertions and changes in the Preliminary Official Statement not inconsistent with the Resolution, as supplemented and amended hereby, as are necessary or desirable to complete it as a final Official Statement for the Series 2004 Bonds for purposes of Rule 15c2-12(e)(3) of the Securities and Exchange Commission. The Metropolitan Mayor and Director of Finance shall arrange for the delivery to the successful bidder on the Series 2004 Bonds of a reasonable number of copies of the Official Statement within seven business days after the date hereof for delivery by such bidder to each potential investor requesting a copy of the Official Statement.
The Preliminary Official Statement is hereby deemed to be in final form, as of its date, except for the omission in the Preliminary Official Statement 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 its date, 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 its date 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 requiring it.

Sponsored by: Brenda Gilmore

Exhibits A and B on file in Metropolitan Clerk's office

LEGISLATIVE HISTORY
Referred:	Budget & Finance Committee
Introduced:	August 17, 2004
Substitute Introduced:	August 17, 2004
Adopted:	August 17, 2004
Approved:	August 18, 2004
By: