Present:  Mayor Rogers, Assistant Mayor Rose, Councilman DiGioia, City Clerk Kim Casci

Not Present:  Councilwoman Kleyla, Councilman Conley

An Ordinance of the City of East Providence Authorizing the City of East Providence to Repair and Improve Public School Buildings in the City of East Providence and Authorizing The Financing Thereof, Including the Issue of Not More Than $15,000,000 Bonds, Notes and Other Evidences of Indebtedness Therefore, Including But Not Limited to Any Bonds or Notes Issued Pursuant to Financing Agreements with the Rhode Island Health and Educational Building Corporation

SECTION 1.  Pursuant to Chapters 270 of the Public Laws of 2010 and a vote of the electorate on November 2, 2010 (the “Authorization”), the City Finance Director and the Mayor  are hereby authorized to issue on behalf of the City, an amount not exceeding Fifteen Million Dollars ($15,000,000) bonds of the City to repair and improve public school buildings (the “Project”).

SECTION 2.  The manner of sale, amount, denominations, maturities, conversion or registration privileges, interest rates, medium of payment, and other terms, conditions and details of the bonds may be fixed by the officers authorized to sign the bonds.  The City may enter into a financing and/or other agreements with the Rhode Island Health and Educational Building Corporation pursuant to Title 45, Chapter 38.1 of the General Laws.

SECTION 3.  The said officers from time to time may, apply for, contract for and expend any federal or state advances or other grants or assistance which may be available for the purposes specified in Section 1 hereof.

SECTION 4.  Pending the issuance of the bonds under Section 1 hereof, the City Finance Director, at the written direction of the City Council, may expend funds from the general treasury of the City or other monies on hand for the purposes specified in Section 1 hereof.  Any advances made under this section shall be repaid without interest from the proceeds of the bonds issued hereunder or from the proceeds of applicable federal or state assistance or from other available funds.

SECTION 5.  The City Finance Director and the Mayor of the City are also authorized, empowered and directed, on behalf of the City, to: (i) execute, acknowledge and deliver any and all other documents, certificates or instruments necessary to effectuate such borrowing, including, without limitation, a Preliminary Official Statement, a final Official Statement, all in such form and with such provisions as such officer shall deem advisable; (ii) amend, modify or supplement the bonds any and all other documents, certificates or instruments at any time and from time to time, in such manner and for such purposes as such officers shall deem necessary, desirable or advisable;  (iii) do and perform all such other acts and things deemed by such officers to be necessary, desirable or advisable with respect to any matters contemplated by this resolution in order to carry out said borrowing and the intent hereof.

SECTION 6.  The City Finance Director and the Mayor are authorized to take all actions necessary to comply with federal tax and securities laws including Rule 15c2-12 of the Securities and Exchange Commission (the “SEC Rule”) and to execute and deliver a Continuing Disclosure Certificate in connection with the bonds in the form as shall be deemed advisable by the City Finance Director and the Mayor in order to comply with the SEC Rule.  The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate, as it may be amended from time to time.  Notwithstanding any other provision of this resolution or the bonds, failure of the City to comply with the Continuing Disclosure Certificate shall not be considered an event of default; however, any bondholder may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this Section and under the Continuing Disclosure Certificate.

SECTION 7.  This ordinance is an affirmative action of the City Council of the City toward the issuance of the bonds in accordance with the purposes of the laws of the State of Rhode Island.  This ordinance constitutes the City’s declaration of official intent, pursuant to Treasury Regulation §1.150(2), to reimburse the City for certain capital expenditures for the Project paid on or after the date which is sixty (60) days prior to the date of this ordinance but prior to the issuance of the bonds.  Such amounts to be reimbursed shall not exceed $15,000,000 and shall be reimbursed not later than eighteen (18) months after the later of (a) the date on which the expenditure is paid or (b) the date the Project is placed in service or abandoned but in no event later than three (3) years after the date the expenditure is paid.

SECTION 8.  The City Finance Director and the Mayor are hereby authorized to take all lawful action necessary or desirable under the Internal Revenue Code of 1986, as amended (the “Code”), to insure that the interest on the bonds will remain exempt from federal income taxation to the extent provided in Section 103 of the Code, and to refrain from taking any action which will cause interest on the bonds to lose the benefit of exclusion from gross income provided by Section 103(a) of the Code.

SECTION 9.  This Ordinance shall take effect upon its second passage and all ordinances and parts of ordinances inconsistent herewith are hereby repealed.

A motion to approve the final passage of the ordinance is made by Assistant Mayor Rose, seconded by Councilman DiGioia and on a roll call vote it is unanimous with Councilman Conley and Councilwoman Kleyla absent.