SUBSTITUTE RESOLUTION NO. SR99-1582

ADOPTED 07/20/1999

SUBSTITUTE RESOLUTION NO. SR99-1582

A substitute resolution authorizing the issuance of not to exceed nine million seven hundred fifty thousand dollars ($9,750,000) in aggregate principal amount of general obligation bond anticipation notes of the Metropolitan Government of Nashville and Davidson County; making provision for the issuance, sale and payment of said notes, and authorizing the expenditure of proceeds thereof.

Whereas, pursuant to the provisions of Sections 9-21-101 et seq., Tennessee Code Annotated, municipalities in Tennessee are authorized to issue their bonds and notes and borrow money to finance public works projects; and

Whereas, an initial resolution proposing the issuance of general obligation bonds of The Metropolitan Government of Nashville and Davidson County in the aggregate principal amount of not to exceed $9,750,000 (the "Bonds") to finance certain public works projects, more fully described therein and herein, has been adopted on the date hereof and, together with the notice required by Section 9-21-206, Tennessee Code Annotated, will be published in a newspaper of general circulation in the Metropolitan Government; and

Whereas, the Metropolitan County Council hereby declares that the Bonds will be issued when and as needed for such purposes pursuant to applicable law; and

Whereas, the Metropolitan County Council has determined that it is necessary and advisable to issue not to exceed $9,750,000 in aggregate principal amount of bond anticipation notes (the "Notes") for the purpose of providing funds to finance the public works projects pending the issuance and sale of the Bonds.

Now, Therefore, be it resolved by the Metropolitan County Council of The Metropolitan Government of Nashville and Davidson County, Tennessee, as follows:

Section 1. Authority. The notes authorized by this resolution are issued pursuant to Sections 9-21-101 et seq., Tennessee Code Annotated, and other applicable provisions of law.

Section 2. Definitions. The following terms shall have the following meanings in this resolution unless the text expressly or by necessary implication requires otherwise:

(a) "the Bonds" shall mean the general obligation bonds of the Metropolitan Government authorized pursuant to the Initial Resolution;

(b) "the Council" shall mean the Metropolitan County Council;

(c) "the Director of Finance" shall mean the Director of Finance of the Metropolitan Government appointed pursuant to the provisions of the Charter of the Metropolitan Government, or, in the absence of such appointment or in the event the person so appointed is unable or incapable of acting in such capacity, the person appointed by the Metropolitan Mayor to perform the duties otherwise performed by the Director of Finance, or his designee;

(d) "the Initial Resolution" shall mean Resolution No. SR99-1581 of the Metropolitan County Council, adopted on the date hereof, determining to issue the Bonds;

(e) "the Metropolitan Government" shall mean The Metropolitan Government of Nashville and Davidson County;

(f) "the Metropolitan Mayor" shall mean the Metropolitan County Mayor elected pursuant to the provisions of the Charter of the Metropolitan Government, or his or her designee acting on his or her behalf pursuant to the Charter.

(g) "the Notes" shall mean the not to exceed $9,750,000 General Obligation Public Improvement Bond Anticipation Notes of the Metropolitan Government, authorized to be issued by this resolution;

(h) "the Public Works Projects" shall mean (i) the purchase of certain land and improvements thereon within an area to be known as the Central State Redevelopment Plan, as contained in Ordinance No. O99-1763 of the Metropolitan Council, as it shall be from time to time amended and finally approved by the Metropolitan Council, and the demolition of any buildings and structures therein, the relocation of residents or occupants thereof, and generally the preparation of said land for redevelopment and redevelopment projects and urban renewal projects with respect to the Central State Redevelopment Project, as provided in Sections 13-20-201, et seq., Tennessee Code Annotated; (ii) the construction, reconstruction, renovation, improvement and acquisition of streets, roads, driveways, parking, utilities, drainage, under-road electric service, water, sewer and storm water system improvements, curb cuts, site preparation, grading and environmental remediation with respect to the Central State Redevelopment Project in and for the Metropolitan Government; (iii) the reimbursement of the Metropolitan Government for funds spent for said projects prior to the issuance of the bonds described herein; and (iv) the payment of legal, fiscal, architectural, administrative, engineering and other costs incident to the construction of said projects and incident to the issuance and sale of the bonds described herein, or in the alternative, the contribution of all or a portion of said funds to the Metropolitan Development and Housing Agency to be used for any or all of said purposes and the payment of incidental and necessary expenses in connection therewith.

Section 3. Authorization and Terms of the Notes. Pending the issuance, sale, preparation and delivery of the Bonds and in anticipation thereof, the Metropolitan Government is authorized to issue the Notes for the purpose of financing the costs of the Public Works Projects. The Notes shall be issued in fully registered form, without coupons, shall be known as "General Obligation Public Improvement Bond Anticipation Notes, Series 1999", shall be dated the date of delivery and shall mature not later than two years from the dated date at such times and in such amounts as determined by the Metropolitan Mayor or Director of Finance, or either of them. The Notes shall bear interest at a rate or rates not to exceed seven percent (7.0%) per annum, payable not later than the maturity date or at such times as the Metropolitan Mayor or Director of Finance or either of them shall designate, unless sooner redeemed.

The Notes shall be subject to redemption prior to maturity at the option of the Metropolitan Government, as a whole or in part, at any time at a price of par plus accrued interest.

Notice of call for redemption, unless waived by the owner of the Notes, shall be given by the Registration Agent on behalf of the Metropolitan Government not less than thirty (30) nor more than sixty (60) days prior to the date fixed for redemption by sending an appropriate notice to the registered owners of the Notes to be redeemed by first-class mail, postage prepaid, at the addresses shown on the Note registration records of the Registration Agent as of the date of the notice; but neither failure to mail such notice nor any defect in any such notice so mailed shall affect the sufficiency of the proceedings for redemption of any of the Notes for which proper notice was given. The Registration Agent shall mail said notices as and when directed by the Metropolitan Government pursuant to written instructions from the Metropolitan Government. From and after any redemption date, all Notes called for redemption shall cease to bear interest if funds are available at the office of the Registration Agent for the payment thereof and if notice has been duly provided as set forth herein.

The Metropolitan Government hereby authorizes the Director of Finance to appoint a registration and paying agent for the Notes (the "Registration Agent") and the Registration Agent so appointed is hereby authorized to maintain Note registration records with respect to the Notes, to authenticate and deliver the Notes as provided herein, either at original issuance, upon transfer, or as otherwise directed by the Metropolitan Government, to effect transfers of the Notes, to give all notices of redemption as required herein, to make all payments of principal and interest with respect to the Notes as provided herein, to cancel and destroy Notes which have been paid at maturity or upon earlier redemption or submitted for exchange or transfer, to furnish the Metropolitan Government at least annually a certificate of destruction with respect to Notes canceled and destroyed, and to furnish the Metropolitan Government at least annually an audit confirmation of Notes paid, Notes outstanding and payments made with respect to interest on the Notes. The Metropolitan County Mayor is hereby authorized to execute and the Metropolitan Clerk is hereby authorized to attest such written agreement between the Metropolitan Government and the Registration Agent as they shall deem necessary or proper with respect to the obligations, duties and rights of the Registration Agent. The payment of all reasonable fees and expenses of the Registration Agent for the discharge of its duties and obligations hereunder or under any such agreement is hereby authorized and directed.

The Notes shall be payable, principal, premium, if any, and interest, in lawful money of the United States of America at the principal corporate trust office of the Registration Agent. The Registration Agent shall make all interest payments with respect to the Notes on each interest payment date directly to the registered owners as shown on the Note registration records maintained by the Registration Agent as of the close of business on the fifteenth day of the month next preceding the interest payment date by check or draft mailed to such owners at their addresses shown on said Note registration records, without, except for final payment, the presentation or surrender of such registered Notes, and all such payments shall discharge the obligations of the Metropolitan Government in respect of such Notes to the extent of the payments so made. Payment of principal of and premium, if any, on the Notes shall be made upon presentation and surrender of such Notes to the Registration Agent as the same shall become due and payable. Nothing herein shall prevent the Metropolitan Treasurer from acting as Registration Agent hereunder.

The Notes are transferable only by presentation to the Registration Agent by the registered owner, or his legal representative duly authorized in writing, of the registered Note(s) to be transferred with the form of assignment on the reverse side thereof completed in full and signed with the name of the registered owner as it appears upon the face of the Note(s) accompanied by appropriate documentation necessary to prove the legal capacity of any legal representative of the registered owner. Upon receipt of the Note(s) in such form and with such documentation, if any, the Registration Agent shall issue a new Note or Notes to the assignee(s) in $5,000 denominations, or integral multiples thereof, as requested by the registered owner requesting transfer. The Registration Agent shall not be required to transfer or exchange any Note during the period commencing on a record date and ending on the corresponding interest payment date of such Note, nor to transfer or exchange any Note after the notice calling such Note for redemption has been made, nor to transfer or exchange any Note during the period following the receipt of instructions from the Metropolitan Government to call such Note for redemption; provided, the Registration Agent, at its option, may make transfers after any of said dates. No charge shall be made to any registered owner for the privilege of transferring any Note, provided that any transfer tax relating to such transaction shall be paid by the owner requesting transfer. The person in whose name any Note shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes and neither the Metropolitan Government nor the Registration Agent shall be affected by any notice to the contrary whether or not any payments due on the Notes shall be overdue. Notes, upon surrender to the Registration Agent, may, at the option of the registered owner, be exchanged for an equal aggregate principal amount of Notes of the same maturity in any authorized denomination or denominations.

The Notes shall be signed by the Metropolitan County Mayor and attested by the Metropolitan Clerk by their respective original or facsimile signatures, and shall have imprinted thereon the corporate seal of the Metropolitan Government or a facsimile thereof.

Section 4. Security. The Notes shall be payable primarily from the proceeds of the sale of the Bonds, and, in the event of a deficiency in such proceeds, from ad valorem taxes to be levied on all taxable property in the General Services District of the Metropolitan Government, without limitation as to time, rate or amount. The Notes will be direct general obligations of the Metropolitan Government, and the full faith and credit of the Metropolitan Government, together with the taxing power of the Metropolitan Government as to all taxable property in the General Services District, are hereby irrevocably pledged. It is anticipated that the Metropolitan Government will receive from the Metropolitan Nashville Airport Authority, as consideration for the sale of land to the Authority, funds in the approximate amount of $1,500,000. Upon the receipt of said funds, the Director of Finance is authorized to apply said funds to the retirement of a portion of the Notes authorized herein.

Section 5. Form of the Note. The Notes shall be substantially in the following form, the omissions to be appropriately completed when the Notes are prepared and delivered.

(Form of Note)

REGISTERED

Number ________ $_________

UNITED STATES OF AMERICA

STATE OF TENNESSEE

THE METROPOLITAN GOVERNMENT OF NASHVILLE

AND DAVIDSON COUNTY

GENERAL OBLIGATION PUBLIC IMPROVEMENT

BOND ANTICIPATION NOTE,

SERIES 1999

Interest Rate: Maturity Date: Date of Note: CUSIP No.:

Registered Owner:

Principal Amount:

KNOW ALL MEN BY THESE PRESENTS: That The Metropolitan Government of Nashville and Davidson County, Tennessee (the "Metropolitan Government"), for value received hereby promises to pay to the registered owner hereof, hereinabove named, or registered assigns, in the manner hereinafter provided, the principal amount hereinabove set forth on the maturity date hereinabove set forth, and to pay interest (computed on the basis of a 360 day year of twelve 30 day months) on said principal amount at the rate of interest hereinabove set forth from the date hereof until this Note matures or is redeemed, said interest being payable ___________________ unless earlier redeemed. Both principal hereof and interest hereon are payable in lawful money of the United States of America by check or draft at the principal corporate trust office of ____________________________________________ of __________,_______________, Tennessee, as registration and paying agent (the "Registration Agent"). The Registration Agent shall make all interest payments with respect to this Note on each interest payment date directly to the registered owner hereof shown on the note registration records maintained by the Registration Agent as of the close of business on the fifteenth day of the month next preceding the interest payment date (the "Regular Record Date") by check or draft mailed to such owner at such owner’s address shown on said note registration records, without, except for final payment, the presentation or surrender of this Note, and all such payments shall discharge the obligations of the Metropolitan Government to the extent of the payments so made. Any such interest not so punctually paid or duly provided for on any interest payment date shall forthwith cease to be payable to the registered owner on the relevant Regular Record Date; and, in lieu thereof, such defaulted interest shall be payable to the person in whose name this Note is registered at the close of business on the date (the "Special Record Date") for payment of such defaulted interest to be fixed by the Registration Agent, notice of which shall be given to the owners of the Notes of the issue of which this Note is one not less than ten (10) days prior to such Special Record Date. Payment of principal hereof shall be made upon presentation and surrender of this Note to the Registration Agent when due.

Notes of the issue of which this Note is one are subject to redemption prior to maturity at the option of the Metropolitan Government as a whole, or in part at any time, at a price of par plus accrued interest to the redemption date.

Unless waived by the owners of the Notes, notice of call for redemption shall be given by the Registration Agent on behalf of the Metropolitan Government not less than thirty (30) nor more than sixty (60) days prior to the date fixed for redemption by sending an appropriate notice to the registered owners of the Notes to be redeemed by first-class mail, postage prepaid, at the addresses shown on the Bond registration records of the Registration Agent as of the date of the notice; but neither failure to mail such notice nor any defect in any such notice so mailed shall affect the sufficiency of the proceedings for redemption of any of the Notes for which proper notice was given. From and after the redemption date, all Notes called for redemption shall cease to bear interest if funds are available at the office of the Registration Agent for the payment thereof and if notice has been duly provided as set forth herein.

This Note is transferable by the registered owner hereof in person or by such owner’s attorney duly authorized in writing at the principal corporate trust office of the Registration Agent set forth on the front side hereof, but only in the manner, subject to limitations and upon payment of the charges provided in the Resolution, as hereafter defined, and upon surrender and cancellation of this Note. Upon such transfer a new Note or Notes of authorized denomination or denominations of the same maturity and interest rate for the same aggregate principal amount will be issued to the transferee in exchange therefor. The person in whose name this Note is registered shall be deemed and regarded as the absolute owner thereof for all purposes and neither the Metropolitan Government nor the Registration Agent shall be affected by any notice to the contrary whether or not any payments due on the Note shall be overdue. Notes, upon surrender to the Registration Agent, may, at the option of the registered owner thereof, be exchanged for an equal aggregate principal amount of the Notes of the same maturity in authorized denomination or denominations, upon the terms set forth in the Resolution. The Registration Agent shall not be required to transfer or exchange any Note during the period commencing on a Regular Record Date or Special Record Date and ending on the corresponding interest payment date of such Note.

This Note is one of a total authorized issue aggregating $9,750,000 issued by the Metropolitan Government for the purpose of providing funds to finance the costs of certain public works projects under and in full compliance with the constitution and statutes of the State of Tennessee, including Sections 9-21-101 et seq., Tennessee Code Annotated, and pursuant to a Resolution duly adopted by the Metropolitan County Council on the ________ day of July, 1999 (the "Resolution").

This Note and the series of which it is a part are payable primarily from the proceeds of the sale of the bonds in anticipation of which the Notes are issued, and, in the event of a deficiency in such proceeds, from unlimited ad valorem taxes to be levied on all taxable property in the General Services District of the Metropolitan Government. This Note is a direct general obligation of the Metropolitan Government, and the full faith and credit of the Metropolitan Government are hereby irrevocably pledged to the payment thereof. For a more complete statement of the general covenants and provisions pursuant to which this Note is issued, reference is hereby made to said resolution.

This Note and the income therefrom are exempt from all present state, county and municipal taxes in Tennessee except (a) inheritance, transfer and estate taxes, (b) Tennessee excise taxes on interest on the Note during the period the Note is held or beneficially owned by a corporation, bank, savings and loan association or any other business entity described in Section 67-4-806, Tennessee Code Annotated, and (c) Tennessee franchise taxes by reason of the inclusion of the book value of the Note in the Tennessee franchise tax base of any corporation, bank, savings and loan association or other business entity described in Section 67-4-903, Tennessee Code Annotated.

It is hereby certified, recited, and declared that all acts, conditions and things required to exist, happen and be performed precedent to and in the issuance of this Note exist, have happened and have been performed in due time, form and manner as required by law, and that the amount of this Note does not exceed any limitation prescribed by the constitution and statutes of the State of Tennessee.

IN WITNESS WHEREOF, The Metropolitan Government of Nashville and Davidson County, Tennessee, has caused this Note to be signed by its Metropolitan County Mayor with his manual or facsimile signature, attested by its Metropolitan Clerk with her manual or facsimile signature, and approved as to legality by the Director of Law of the Metropolitan Government, by his manual or facsimile signature, under an imprint of the corporate seal of the Metropolitan Government or a facsimile thereof, all as of the day and date hereinabove set forth.

The Metropolitan Government of Nashville and Davidson County

By:________________________________

Metropolitan County Mayor

(SEAL)

Attested:

______________________________

Metropolitan Clerk

Approved as to form and legality:

______________________________

Director of Law

Transferable and payable at the

principal corporate trust office of: ________________________

______________, Tennessee

Date of Registration: __________________

This Note is one of the issue of notes issued pursuant to the Resolution hereinabove described.

___________________________________

Registration Agent

By:________________________________

Authorized Officer

(FORM OF ASSIGNMENT)

FOR VALUE RECEIVED, the undersigned sells, assigns, and transfers unto ____________________________, whose address is ___________________________________ (Please insert Social Security or Federal Tax Identification Number _________________), the within Note of The Metropolitan Government of Nashville and Davidson County, Tennessee and does hereby irrevocably constitute and appoint _________________________, attorney, to transfer the said Note on the records kept for registration thereof with full power of substitution in the premises.

Dated:_______________

NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration or enlargement or any change whatsoever.

Signature guaranteed:

______________________________

NOTICE: Signature(s) must be guaranteed by a member firm of a Medallion Program acceptable to the Registration Agent.

Section 6. Sale of Notes. (a) The Notes shall be sold by the Director of Finance in whole or in part from time to time at public or private sale as shall be determined by the Director of Finance, at not less than ninety-nine percent (99%) of par and accrued interest. The maximum rate any of the Notes shall bear shall not exceed seven percent (7.0%) per annum. The Notes shall not be issued until after the approval of the State Director of Local Finance shall have been obtained as required by Sections 9-21-101 et seq., Tennessee Code Annotated. The action of the Metropolitan Mayor in selling the Notes and fixing the interest rate or rates on the Notes, but not exceeding a rate on any of the Notes of seven percent (7.0%) per annum, shall be binding on the Metropolitan Government, and no further action by the Metropolitan Council with respect thereto shall be required. The Metropolitan Mayor and Metropolitan Clerk are authorized to cause the Notes to be authenticated and delivered by the registration agent (to be designated by the Director of Finance) to the purchaser thereof, or as he may direct, and to execute, publish, and deliver all certificates and documents, including an official statement and closing certificates, as they shall deem necessary in connection with the sale and delivery of the Notes.

(b) If not sold pursuant to subsection (a) above, the Notes may be issued to evidence an interfund borrowing or borrowings, bearing a rate or rates equal to the rate received by the Metropolitan Government on its investments in the Metropolitan Government Investment Pool. If issued pursuant to this subsection (b), the Notes shall be an investment of the Metropolitan Government and shall not be transferable or negotiable. The Director of Finance is authorized to issue the Notes to the Metropolitan Treasurer as an investment of the Metropolitan Government pursuant to Chapter No. 806 of the 1994 Public Acts of the State of Tennessee.

(c) No Notes shall be sold until approved by the State Director of Local Finance and until the publication of the Initial Resolution and twenty days has elapsed during which no petition has been duly filed protesting the issuance of the Bonds.

Section 7. Authorization of Expenditure of Proceeds. The Director of Finance is hereby authorized to spend the proceeds of the sale of the Notes for the Public Works Projects.

Section 8. Disposition of Note Proceeds. The Director of Finance shall designate a separate fund or funds into which all monies received from the sale of the Notes shall be deposited and he shall cause payment to be made from said fund or funds for costs incurred and expenditures made for the specific purposes authorized by this Resolution.

Section 9. Resolution a Contract. The provisions of this resolution shall constitute a contract between the Metropolitan Government and the registered owners of the Notes, and after the issuance of the Notes, no change, variation or alteration of any kind in the provisions of this resolution shall be made in any manner until such time as the Notes and interest due thereon shall have been paid in full.

Section 10. Separability. If any section, paragraph or provision of this resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this resolution.

Section 11. Repeal of Conflicting Resolutions and Effective Date. 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 and this resolution shall be in immediate effect from and after its adoption.

Adopted and approved this _____ day of June, 1999.

LEGISLATIVE HISTORY
Referred to:	Budget & Finance Committee
Introduced:	June 15, 1999
Deferred:	June 15, 1999
Adopted:	July 20, 1999
Approved:	July 21, 1999
By: