WHEREAS, on June 19, 2007, the Metropolitan Council (the “Council”) of The Metropolitan Government of Nashville and Davidson County (the “Metropolitan Government”), adopted Resolution No. RS2007-2066 (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 $42,000,000 for the purposes of refunding certain outstanding obligations described therein; and

WHEREAS, said bonds have been advertised for public sale 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

NOW, THEREFORE, BE IT HEREBY RESOLVED by the Metropolitan Council of The Metropolitan Government of Nashville and Davidson County, as follows:
1. Receipt of Bids. Pursuant to the Notice of Sale, the following bids were received for the Metropolitan Government’s Water and Sewer Revenue Refunding Bonds, Series 2007 described on Exhibit A attached hereto (the “Series 2007 Bonds”):

2. Successful Bidder. The Council has reviewed all bids received with respect to the Series 2007 Bonds and the bid of Merrill Lynch & Co. (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 2007 Bonds described on Exhibit A in the aggregate principal amount of $36,240,000.00, at a purchase price of $38,044,863.10, representing the principal amount of the Bonds, plus a premium bid of $1,815,916.30, less underwriter’s discount of $11,053.20.
4. Terms of Bonds; Identification of Refunded Bonds. The Series 2007 Bonds shall have the terms set forth on Exhibit A attached hereto. The outstanding bonds to be refunded with the proceeds of the Series 2007 Bonds are identified on Exhibit A.
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 2007 Bonds set forth on Exhibit A attached hereto. Except as set forth on Exhibit A, the Series 2007 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 2007 Bonds awarded hereunder the Good Faith Deposit Financial Surety Bond issued by Financial Security Assurance Inc.
7. Bond Insurance and Debt Service Reserve Fund Surety Bond. Payment of principal of and interest on the Series 2007 Bonds shall be insured by MBIA Insurance Corporation (“MBIA”). MBIA shall also provide its debt service reserve fund surety bond to satisfy the Debt Service Reserve Requirement (as defined in the resolutions authorizing the Series 2007 Bonds and the bonds heretofore issued on a parity therewith) in lieu of the cash currently on deposit in the Debt Service Reserve Fund. In consideration of MBIA’s issuance of its bond insurance policy and its debt service reserve surety bond, the Director of Finance or his designee is hereby authorized to deliver such agreements, instruments and certificates as are contemplated by the insurance and debt service reserve fund surety bond commitments attached hereto as Exhibit B. Payment of the premium for the bond insurance policy shall be made from proceeds of the Series 2007 Bonds, and payment of the premium for the debt service reserve fund surety bond shall be made from amounts currently on deposit in the debt service reserve fund.
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: Rip Ryman

Attachment(s) on file in the Metropolitan Clerk's Office

LEGISLATIVE HISTORY
Referred:	Budget & Finance Committee
Introduced:	July 17, 2007
Substitute Introduced:	July 17, 2007
Adopted:	July 17, 2007
Approved:	July 23, 2007
By: