RESOLUTION NO. RS2001-828

RESOLUTION NO. RS2001-828

A resolution authorizing bond anticipation notes in an aggregate principal amount of not to exceed One Hundred Eighty Five Million Two Hundred Thousand Dollars ($185,200,000) to be financed by the ad valorem levy on property in the General Services District and in an aggregate principal amount of not to exceed Twenty Six Million Five Hundred Thousand Dollars ($26,500,000) to be financed by the ad valorem levy on property in the Urban Services District 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 an aggregate principal amount of not to exceed $185,200,000 to be financed by the ad valorem levy on property in the General Services District and in an aggregate principal amount of $26,500,000 to be financed by the ad valorem levy on property in the Urban Services District 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 bond anticipation notes in an aggregate principal amount of not to exceed $185,200,000 to be financed by the ad valorem levy on property in the General Services District and in an aggregate principal amount of $26,500,000 to be financed by the ad valorem levy on property in the Urban Services District (the "Notes") for the purpose of providing funds to finance the Public Works Projects, as this term is defined hereunder, 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, as follows:

Section 1. Authority. The Notes, as 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 and sometimes collectively means the GSD Bonds and the USD Bonds;

(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 GSD Bonds" shall mean bonds issued by the Metropolitan Government in an aggregate principal amount of not to exceed $185,200,000 to be financed by the ad valorem levy on property in the General Services District for the purpose of funding the Public Works Projects in the General Services District;
(e) "the Initial Resolution" shall mean Resolution No. _____ of the Metropolitan County Council, adopted on the date hereof, determining to issue the Bonds;

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

(g) "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;

(h) "the Notes" shall mean General Obligation Public Improvement Bond Anticipation Notes in an aggregate principal amount of not to exceed $185,200,000 to be financed by the ad valorem levy on property in the General Services District and in an aggregate principal amount of $26,500,000 to be financed by the ad valorem levy on property in the Urban Services District of the Metropolitan Government, authorized to be issued by this Resolution;

(i) "the Public Works Projects" shall mean all or a portion of the funds to pay for the Public Works Projects hereinafter described, or to reimburse the Metropolitan Government for funds previously spent for said projects, including, without limitation, through inter-fund borrowing relating to the same, and to pay legal, fiscal, architectural, administrative, construction program or projects management costs, including, without limitation, supervisory and administrative costs necessary to carry out the program or the projects contemplated by this Resolution, and engineering costs incident thereto and incident to the issuance and sale of the Bonds described herein. The Metropolitan County Council hereby determines to issue the GSD Bonds in an aggregate principal amount of not to exceed $185,200,000 and the USD Bonds in an aggregate principal amount of not to exceed $26,500,000. The Public Works Projects to be financed with the GSD Bonds include, without limitation, acquisition of real and personal property, construction, equipment, renovation, and improvements, as well as any other authorized use of bond proceeds now existing or hereinafter authorized by applicable law relating to: (1) Acquisition and installation of air conditioning equipment at Hadley Park tennis facilities; (2) Construction of exhibits at Grassmere Zoo; (3) Greenways development; (4) Implementation of the Centennial Park Master Plan and the Parks/Greenways Master Plan; (5) Relocation of the Red Grooms Carrousel; (6) Various roadway maintenance, restoration and improvements in the GSD, including roadways within various parks and lighting on bridges; (7) Sidewalk construction and improvements in the GSD; (8) Storm water drainage improvements in the GSD; (9) Recycling centers; (10) Replacement of fire apparatus at various GSD Fire Stations; (11) Upgrades to the Metropolitan Police Department Automated Fingerprint Identity System; (12) Construction of a new North Nashville Police Precinct; (13) A temporary backup/recovery site and a new facility for the E-911 system; (14) Upgrades, build-out and expansion of jail facilities; (15) Relocation of various Metro departments; (16) Planning a Metro records storage facility; (17) Build-out and renovation of the Juvenile Justice Center including bringing the facility in compliance with the Americans with Disabilities Act ("ADA") and replacement of fixtures in the detention area; (18) Completion, renovation, improvement and/or upgrades of various Headstart facilities; (19) Expansion and repairs of Health Department facilities including expansion of the TB Control Clinic; (20) Repairs and maintenance at the Knowles Home for the Aged; (21) Initial outlay for a Metro-wide computer replacement program; (22) Procurement, design and installation of enhancements and upgrades to the Criminal Justice Information System; (23) Build-out of the medical/surgical unit at General Hospital; (24) Repairs and/or replacement of building components at various Public Schools facilities to bring into compliance with fire, health, safety and ADA standards; (25) Acquisition of computers and replacement of furniture and equipment, including buses, throughout the Public School System; (26) Redesign, modifications, improvements and/or expansion of existing Public School facilities; (27) Redevelopment in the Arts Center Redevelopment Area; (28) various infrastructure, drainage and park improvement in the Preston Taylor Homes vicinity; (29) Replacement of buses, commuter vans and equipment purchases by the Metropolitan Transit Authority; (30) Construction of a commuter rail line to Wilson County, Tennessee, including without limitation right of way acquisition, rail improvements and station construction; (31) Replacement of various technical and computer equipment in the Planning Department; (32) Purchase and installation of a new voter registration system; (33) Software and upgrades to the Treasury System; (34) Energy management upgrades throughout Metro facilities and Public Schools facilities; (35) Telecommunications network upgrades; (36) Build-out and installation of medical screening equipment, construction of a pre-labor assessment center and consolidation of newborn facilities for the Metropolitan Hospital Authority; and (37) Improvements and maintenance at landfills. The Public Works Projects to be financed with the USD Bonds includes, without limitation, the acquisition of real and personal property, construction, equipment, renovation, and improvements, as well as any other authorized use of bond proceeds now existing or hereinafter authorized by applicable law relating to: (1) Construction, repairs and improvements to sidewalks in the USD including improvements related to compliance with the Americans with Disabilities Act; (2) Replacement of refuse collection equipment; (3) Acquisition of vehicles and other recycling equipment for automated collection; (4) Landfill maintenance; (5) Costs associated with repositioning the scale house at the Bordeaux landfill; (6) Replacement and/or acquisition of USD fire apparatus and rescue equipment including without limitation vehicles and fleet and facilities maintenance equipment; (7) Repairs, maintenance, and construction of facilities at USD fire stations; (8) Acquisition of furniture and fixtures for USD fire stations; (9) Acquisition of computers, peripherals, software and costs associated with network establishment at USD fire stations; (10) Construction of ramps at USD fire stations; and (11) Security enhancements at USD fire stations. With regard to both GSD Bonds and USD Bonds, the Public Works Projects to be financed by the Bonds include the acquisition or construction of certain public art as required by Ordinance No. BL2000-250.

(j) "the USD Bonds" shall mean bonds issued by the Metropolitan Government in an aggregate principal amount of $26,500,000 to be financed by the ad valorem levy on property in the Urban Services District for the purpose of funding Public Works Projects in the Urban Services District.

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 "GSD General Obligation Public Improvement Bond Anticipation Notes, Series 2001", and "USD General Obligation Public Improvement Bond Anticipation Notes, Series 2001." The Notes 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 that term is defined hereunder, 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 of the Metropolitan Government, in the General Services District with regard to the GSD Bonds and in the Urban Services District with regard to the USD Bonds, 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.

Section 5. Form of the Notes. 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, GSD BONDS)

REGISTERED
Number ________ $_________
UNITED STATES OF AMERICA
STATE OF TENNESSEE
THE METROPOLITAN GOVERNMENT OF NASHVILLE
AND DAVIDSON COUNTY
GSD GENERAL OBLIGATION PUBLIC IMPROVEMENT
BOND ANTICIPATION NOTE,
SERIES 2001
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 $185,200,000 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 __________, 200___ (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, GSD BONDS)

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.

(FORM OF NOTE, USD BONDS)

REGISTERED
Number ________ $_________
UNITED STATES OF AMERICA

STATE OF TENNESSEE
THE METROPOLITAN GOVERNMENT OF NASHVILLE
AND DAVIDSON COUNTY
USD GENERAL OBLIGATION PUBLIC IMPROVEMENT
BOND ANTICIPATION NOTE,
SERIES 2001

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.

This Note is one of a total authorized issue aggregating $26,500,000 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 _______, 200___ (the "Resolution").

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, USD BONDS)

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:_______________

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 inter-fund 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. No proceeds from the sale of the Notes as provided herein shall be used for the acquisition, purchase or upgrading of any technology unless and until the Director of Finance has conducted a cost-benefit or other economic analysis as to the most efficient use of such proceeds and has authorized the expenditure of the same.

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.

Sponsored By: Jim Shulman & David Briley

AMENDMENT NO. 1

RESOLUTION NO. RS2001-828

Mr. President:

I move to amend Resolution No. RS2001-828 by amending Section 2 by amending the definition of "the Public Works Projects" by deleting the phrase "(5) Relocation of the Red Grooms Carrousel".

Sponsored By: Jim Shulman
Amendment Adopted: December 18, 2001

LEGISLATIVE HISTORY
Referred to:	Budget & Finance Committee
Introduced:	November 20, 2001
Deferred:	November 20, 2001
Deferred:	December 4, 2001
Amended:	December 18, 2001
Adopted:	December 18, 2001
Approved:	December 19, 2001
By: