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WHEREAS, as set forth in a letter dated August 22, 2001, from the Secretary to the Superintendent of Portsmouth City Schools (the "Superintendent"), the Secretary has reserved $885,054 of Virginia's :QZAB issuing capacity to be allocated to QZABs to be issued by Portsmouth to finance qualified purposes at the schools listed in Attachment A; and WHEREAS, the School Board has by resolution adopted October 18, 2001 (the "School Board Resolution"), determined that the QZAB program presents a unique opportunity to secure low-cost financing for certain public schools in Portsmouth and that it is advisable (i) to request the Council of the City of Portsmouth, Virginia to incur debt and to issue general obligation QZABs in an amount not in excess of $885,054, and (ii) to take such actions as may be necessary or desirable to or for the issuance of valid QZABs under Section 1397E of the Tax Code and Virginia law; WHEREAS, in the School Board Resolution the School Board also (i) designated and established the K-12 academic program conducted the schools listed in Attachment A hereto as a qualified zone academy (the "Portsmouth QZA") and (ii) specified the type and quality of contributions acceptable to be counted as qualified contributions for proposes of the private business contribution requirement; and NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Portsmouth, Virginia: The Council hereby determines that it is advisable to contract a debt and to issue and sell general obligation QZABs of the City in an original aggregate principal amount not to exceed $885,054. The issuance and sale of the general obligation QZABs in one or more series from time to time in accordance with the terms of this resolution are authorized. Each series of the general obligation QZABs shall be styled "City of Portsmouth, Virginia, General Obligation Qualified Zone Academy Bonds," with an appropriate series designation. All such general obligation QZABs shall be referred to below as the "Bonds." The proceeds from the issuance and sale of the Bonds shall be used to pay all or a portion of the costs of the School Projects. The Bonds are hereby designated as qualified zone academy bonds for purposes of Section 1397E of the Tax Code. The full faith and credit of the City are irrevocably pledged for the payment of the principal of and premium, if any, on the Bonds. The Council is authorized to and shall levy and collect annually, at the same time and in the same manner as other taxes of the City are assessed, levied and collected, a tax upon all taxable property within the City, over and above all other taxes authorized or limited by law, and without limitation as to rate or amount, sufficient to pay when due the principal of and premimn, if any, on the Bonds to the extent other funds of the City are not lawfully available and appropriated for such purpose. The Bonds shall be dated such date as shall be determined by the City Manager, shall be issued in fully registered form in denominations of $5,000 each or whole multiples thereof (except for a single denomination of less than $5,000), and may be issued at one time or from time to time in a single or multiple series (with appropriate series designations). The Bonds of any series shall be numbered from R-1 upward consecutively. The Bonds shall be issued in such -3-