Cleveland City Council

p. 564 REGULAR SESSION FEBRUARY 28, 2022 3:00 P.M. MINUTE BOOK 30 BE IT REMEMBERED THAT THE CITY COUNCIL OF THE CITY OF CLEVELAND, TENNESSEE MET IN A REGULAR SESSION THIS MONDAY, FEBRUARY 28, 2022 AT 3:00 P.M. AT THEIR REGULAR MEETING PLACE IN THE CLEVELAND MUNICIPAL BUILDING. Present and presiding was Mayor Kevin Brooks. Also present were Vice Mayor Avery Johnson, Councilmen Bill Estes, Tom Cassada, David May, Jr., Dale Hughes, Ken Webb and Councilwoman Marsha McKenzie. Others in attendance were: City Manager Joe Fivas; Shawn McKay, Assistant City Manager/CFO; Corey Divel, Assistant to the City Manager; Beverley Lindsey, Assistant to the City Manager; Christy Brandon, Assistant City Clerk; City Attorney John Kimball; Dustin Roberts, Network Administrator; Police Chief Mark Gibson; Fire Chief Bobby Gaylor; Doug Berry and Mike Griffin with the Chamber of Commerce; Rusty Langford; Alex Staup; Charlie Boothe and Tim Siniard with the Cleveland Daily Banner. Following the Pledge of Allegiance to the American Flag and prayer by Vice Mayor Johnson, the following business was then entered into: WAIVE READING OF MINUTES Vice Mayor Johnson moved that the City Council of the City of Cleveland waive the reading of the minutes of the Regular Session of the City Council held on February 14, 2022 and approve them as written. The motion was seconded by Councilman May; and upon roll call, the motion unanimously passed. SPECIAL PRESENTATIONS AND PUBLIC COMMENTS No special presentations and public comments. HEARING PETITIONS AND COMMUNICATIONS No hearing petitions and communications. CONSENT AGENDA Councilman Hughes moved to approve the following items from the Consent Agenda. The motion was seconded by Councilman Webb. Councilman Estes stated he had an indirect conflict related to the City Fields item, but does not affect his vote. Upon roll call, the consent agenda unanimously passed. • Resolution 2022-12 – Authorizing the Mayor to submit an application for the Home Housing Rehabilitation Project. RESOLUTION 2022-12 WHEREAS, the Tennessee Housing Development Agency (THDA) offers funding through the federally funded HOME grant program to provide housing rehabilitation assistance to low to moderate income families; and WHEREAS, the City of Cleveland is eligible to apply for up to $500,000 in grant funds to implement a housing rehabilitation program to assist residents without the need for matching funds; and WHEREAS, the housing stock of the City of Cleveland needs repair and rehabilitation to assure safe and affordable housing is available to city residents. NOW THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CLEVELAND that the City of Cleveland is hereby authorized to submit a HOME grant application in the amount up to $500,000 to rehabilitate eligible housing in the City of p. 565 REGULAR SESSION FEBRUARY 28, 2022 PAGE -565- MINUTE BOOK 30 Cleveland, and the Mayor is hereby authorized to execute the grant application on behalf of the City. BE IT FURTHER RESOLVED that f said application is approved, the Mayor is hereby authorized to accept the grant on behalf of the City of Cleveland, and the Mayor is hereby designated as the City’s representative to act in connection with the HOME grant, and to execute any other documents or take such actions as may be necessary to accept the grant, and to provide such additional information as may be required in order for the City to accept the grant. This 28th day of February 2022 APPROVED AS TO FORM: /s/John F. Kimball ___________________________ City Attorney Kevin Brooks, Mayor ___________________________ Shawn McKay, City Clerk • Resolution 2022-13 – Authorizing the Mayor to sign Change Order #2 with Wilson Construction related to the 17th and 20th Street Sidewalk Project. RESOLUTION 2022-13 WHEREAS, the City has received the attached change order #2 from the Wilson Construction Group, LLC for the project described below; and Project: City of Cleveland Sidewalks Project on 20th and 17th St NW Contract Number: IMP-1-19 Project Identification Number (PIN): 118870.00 Federal Project Number: STP-M-9203(21) State Project Number: 06LPLM-F2-035 WHEREAS, the City Council desires to approve the attached change order #2 with Wilson Construction Group, LLC, and to further authorize the Mayor to execute this change order on behalf of the City of Cleveland. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Cleveland, Tennessee, in regular session assembled, that the City Council does hereby approve of the attached change order Number 2 from Wilson Construction Group, LLC for the project described herein, and it further authorizes the Mayor to execute the same on behalf of the City of Cleveland. This 28th day of February 2022. APPROVED AS TO FORM: /s/John F. Kimball ___________________________ City Attorney Kevin Brooks, Mayor ___________________________ Shawn McKay, City Clerk • Resolution 2022-14 – Authorizing the Mayor to sign a sewer easement with Cleveland Utilities in connection with the Trails at Freewill Subdivision. RESOLUTION 2022-14 WHEREAS, in connection with the Trails at Freewill Subdivision, Cleveland Utilities needs to obtain the attached sewer easement from the City; and p. 566 REGULAR SESSION FEBRUARY 28, 2022 PAGE -566- MINUTE BOOK 30 WHEREAS, the City Council desires to approve of this sewer easement to Cleveland Utilities and to authorize the Mayor to execute the same on behalf of the City. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Cleveland, Tennessee, in regular session assembled, that the City Council does hereby approve of the attached sewer easement to Cleveland Utilities. BE IT FURTHER RESOLVED that the Mayor is hereby authorized to execute the easement on behalf of the City of Cleveland. This 28th day of February 2022 APPROVED AS TO FORM: /s/John F. Kimball ___________________________ City Attorney Kevin Brooks, Mayor ___________________________ Shawn McKay, City Clerk • Resolution 2022-15 - Authorizing the Mayor to sign an agreement with City Fields regarding the American Rescue Plan Act Funds. RESOLUTION 2022-15 WHEREAS, on March 11, 2021, the United States Congress passed the American Rescue Plan Act of 2021 (“ARPA”), which provides fiscal relief funds to State and Local Governments, and other program areas aimed at mitigating the continuing efforts of the COVID- 19 Pandemic; and WHEREAS, City Fields of Cleveland seeks to develop and construct homes for low- income families Blythe Community; and WHEREAS, the City Council finds that affordable housing is essential to building a more sustainable City of Cleveland and to ensure a competitive workforce to meet the needs of our community and region; and WHEREAS, the City Council further finds that services in this category will help alleviate the immediate economic impacts of the COVID-19 pandemic on housing insecurity in lower income neighborhoods; and WHEREAS, the City Council finds that an investment of local fiscal recovery fund dollars to City Fields of Cleveland will prioritize helping transform City of Cleveland’s lack of affordable homeownership, and Section 602(c)(3) of the ARPA permits use of funds from local fiscal recovery funds to respond to the negative economic impacts of the COVID-19 public health emergency ; and WHEREAS, the U.S. Department of the Treasury’s Interim Final Rule identified an eligible use as, “Building Stronger Communities through Investments in Housing and Neighborhoods” finding that economic impacts have been most pronounced in lower-income neighborhoods, including concentrated areas of high unemployment, limited economic opportunity, and housing insecurity with services in this category alleviate the immediate economic impacts of the COVID-19 pandemic on housing insecurity, while addressing conditions that contributed to poor public health and economic outcomes during the pandemic; and WHEREAS, the Interim Final Rule specifically states that increasing the supply of affordable and high-quality living units is an eligible service; and p. 567 REGULAR SESSION FEBRUARY 28, 2022 PAGE -567- MINUTE BOOK 30 WHEREAS, on December 13, 2021, City of Cleveland appropriated three hundred thousand dollars ($400,000.00) for affordable housing to City Fields to develop and construct homes for low-to moderate income families as allowed by the conditions and terms of the American Rescue Plan Act; and WHEREAS, the City Council desires to approve of the attached agreement with City Fields for this project and the use of American Rescue Plan Act Funds, and the City Council further desires to authorize the Mayor to execute this agreement on behalf of the City of Cleveland. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Cleveland, Tennessee, in regular session assembled, that the City Council does hereby approve of the attached agreement with City Fields regarding American Rescue Plan Act Funds for this project. BE IT FURTHER RESOLVED that the Mayor is hereby authorized to execute the attached agreement with City Fields on behalf of the City for this project. This 28th day of February 2022. APPROVED AS TO FORM: /s/John F. Kimball ___________________________ City Attorney Kevin Brooks, Mayor ___________________________ Shawn McKay, City Clerk • Resolution 2022-16 – Authorizing the Mayor to sign supplemental agreement #1 with Volkert, Inc. related to the 17th and 20th Street Sidewalk Project. RESOLUTION 2022-16 WHEREAS, the City has received the attached supplemental agreement #1 from the Volkert, Inc. for the project described below; and Project: City of Cleveland Sidewalks Project on 20th and 17th St NW Project Identification Number (PIN): 118870.00 Federal Project Number: STP-M-9203(21) State Project Number: 06LPLM-F2-035 WHEREAS, the City Council desires to approve the attached supplemental agreement #1 with Volkert, Inc., and to further authorize the Mayor to execute this supplemental agreement on behalf of the City of Cleveland. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Cleveland, Tennessee, in regular session assembled, that the City Council does hereby approve of the attached supplemental agreement #1 from Volkert, Inc. for the project described herein, and it further authorizes the Mayor to execute the same on behalf of the City of Cleveland. This 28th day of February 2022. APPROVED AS TO FORM: /s/John F. Kimball ___________________________ City Attorney Kevin Brooks, Mayor ___________________________ Shawn McKay, City Clerk p. 568 REGULAR SESSION FEBRUARY 28, 2022 PAGE -568- MINUTE BOOK 30 • Surplus Property – Declaring a vehicle as surplus property from Parks & Recreation and to be sold on GovDeals. TO: Mayor and City Council FROM: Kristi Powers, Purchasing/Budget Coordinator DATE: February 28, 2022 RE: Surplus Property SUMMARY: Parks & Recreation has requested the City Council declare the following asset as surplus property to be sold on GovDeals: 1997 Ford E-350 Van VIN 1FBJS31L2VHB11445 COMMITTEE FINDINGS: None. FISCAL ANALYSIS: None. RECOMMENDATION: City staff recommends approval of this item. • Street Light Recommendation – Earl Cameron for the area of 2nd Street SW, Spring Street SW and 3rd Street SW (Cleveland Utilities recommends installing one new 41-watt LED cobra fixture on an existing pole at the intersection of 2nd Street NW and Spring Street SW. Six existing 100-watt HPS fixtures to be upgraded to 41- watt LED fixtures at a cost of $146.70 each). • Motion - To become members in the Tennessee CLEAN Coalition (requested by Mayor Brooks). UNFINISHED BUSINESS No unfinished business. REPORTS OF MAYOR AND COUNCIL MEMBERS Councilman May thanked Mr. Fivas and staff for the project list. This is just the tip of the iceberg on what is involved on actually moving dirt. We have a good list and we are going to make a lot happen over the next two years. Secondly, the lighting on Bowman Circle Drive NE, could Cleveland Utilities review for upgrading the light fixtures. Councilman Estes thanked Mr. McKay and Mr. Fivas for working with Davenport, watching the Federal Reserve trying to get this right on borrowing money. This will save future Council’s millions of dollars. Attention to this is key for the City and it doesn’t get enough attention. NEW BUSINESS AND ORDINANCES The following Resolution was then presented in full: • Resolution 2022-17 – Approving eminent domain proceedings, if necessary, in order to acquire the necessary rights-of-way and/or easements relating to the Gaut Street Sidewalk Project. p. 569 REGULAR SESSION FEBRUARY 28, 2022 PAGE -569- MINUTE BOOK 30 RESOLUTION 2022-17 WHEREAS, the City of Cleveland is in the process of constructing sidewalks in the area of Gaut Street, Central Avenue, Inman Street and Dooley Street; and WHEREAS, to date the City of Cleveland has attempted unsuccessfully to acquire necessary right-of-way and/or easements from three different property owners (four parcels) which are necessary in order to move forward with the project; and WHEREAS, the rights-of-way and/or easements that the City needs to acquire are generally identified as Parcel ID 058A A 014.00 – Tract 17; Parcel ID 057D H 035.00 – Tract 10; Parcel ID 057D G 036.00 – Tract 9; Parcel ID 057D H 015.00 – Tract 35 for the sidewalk project; and WHEREAS, due to the time sensitive of the project the City Council of the City of Cleveland desires to go ahead and approve of eminent domain proceedings by the City of Cleveland to the necessary rights-of-way and/or easements should the City Staff be unable to obtain the same through continued negotiations. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Cleveland, Tennessee, in regular session assembled, that the City's legal representatives be, and hereby are, authorized to institute eminent domain proceedings in order to the necessary rights-of-way and/or easements described herein. APPROVED AS TO FORM: /s/John F. Kimball ___________________________ City Attorney Kevin Brooks, Mayor ___________________________ Shawn McKay, City Clerk Councilman Estes moved that Resolution 2022-17 be accepted as presented. The motion was seconded by Councilman May; and upon roll call, unanimously passed. The following Resolution was then presented in full: • Resolution 2022-18 – Initial resolution authorizing the issuance of debt, not to exceed, Twenty-Four Million Dollars General Obligation Bonds, Series 2022 (City of Cleveland and Cleveland Utilities). RESOLUTION 2022-18 INITIAL RESOLUTION AUTHORIZING THE ISSUANCE OF NOT TO EXCEED TWENTY FOUR MILLION AND N0/100 DOLLARS ($24,000,000) GENERAL OBLIGATION BONDS, SERIES 2022 OF THE CITY OF CLEVELAND, TENNESSEE BE IT RESOLVED by the City Council of the City of Cleveland, Tennessee (the "Municipality") that for the purpose of financing, in whole or in part, (i) acquisition of land for and the construction, improvement and/or equipping of roads, bridges, streets, highways and sidewalks, schools and school facilities, parks and recreation facilities, public buildings, storm water drainage systems, fire department equipment and buildings, law enforcement buildings and equipment, libraries, and the acquisition of related vehicles and equipment including, but not limited to, lighting, computers and other technological equipment, (ii) the improvement and extension of the water and wastewater system of the Municipality, (iii) payment of architectural, engineering, legal, fiscal and administrative costs incident to the foregoing; and (iv) payment of costs incident to the issuance and sale of the bonds authorized herein, there shall be issued bonds, in one or more emissions, of said Municipality in the aggregate principal amount of not to exceed $24,000,000, which shall bear interest at a rate or rates not to exceed five percent per annum (5.00%), and which shall be payable from unlimited ad valorem taxes to be levied on all taxable property within corporate limits of the Municipality, provided that the portion of the bonds that finances p. 570 REGULAR SESSION FEBRUARY 28, 2022 PAGE -570- MINUTE BOOK 30 improvements to the water and wastewater system of the Municipality shall also be payable from but not secured by the revenues of such system. BE IT FURTHER RESOLVED by the City Council of the City of Cleveland, Tennessee that the City Clerk of the Municipality be, and is, hereby directed and instructed to cause the foregoing initial resolution relative to the issuance of not to exceed $24,000,000 general obligation bonds to be published in full in a newspaper having a general circulation in the Municipality, for one issue of said paper followed by the statutory notice: NOTICE The foregoing resolution has been adopted. Unless within twenty (20) days from the date of publication hereof a petition signed by at least ten percent (10%) of the registered voters of the Municipality shall have been filed with the City Clerk of the Municipality protesting the issuance of the bonds, such bonds will be issued as proposed. Shawn McKay, City Clerk This Resolution shall be in immediate effect from and after its adoption, the public welfare requiring it. Adopted and approved this 28th day of February, 2022. /s/ Mayor ATTEST: /s/ City Clerk STATE OF TENNESSEE ) COUNTY OF BRADLEY ) I, Shawn McKay, certify that I am the duly qualified and acting City Clerk of the City of Cleveland, Tennessee, and as such official I further certify that attached hereto is a copy of excerpts from the minutes of a regular meeting of the governing body of the Municipality held on February 28, 2022; that these minutes were promptly and fully recorded and are open to public inspection; that I have compared said copy with the original minute record of said meeting in my official custody; and that said copy is a true, correct and complete transcript from said original minute record insofar as said original record relates to an initial resolution for not to exceed $24,000,000 in indebtedness of the Municipality. WITNESS my official signature of said Municipality on this the _____ day of ________________, 2022. __________________________________________ City Clerk Councilman Webb moved that Resolution 2022-18 be accepted as presented. The motion was seconded by Councilman Hughes; and upon roll call, unanimously passed. The following Resolution was then presented in full: • Resolution 2022-19 – Authorizing a loan in the principal amount of not to exceed $24,000,000 and approved the issuance of a bond (City of Cleveland and Cleveland Utilities). RESOLUTION 2022-19 A RESOLUTION AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION BONDS OF THE CITY OF CLEVELAND, TENNESSEE IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $24,000,000, IN ONE OR MORE SERIES; MAKING PROVISION FOR THE ISSUANCE, SALE AND PAYMENT OF SAID BONDS, ESTABLISHING THE TERMS THEREOF p. 571 REGULAR SESSION FEBRUARY 28, 2022 PAGE -571- MINUTE BOOK 30 AND THE DISPOSITION OF PROCEEDS THEREFROM; AND PROVIDING FOR THE LEVY OF TAXES FOR THE PAYMENT OF PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THE BONDS WHEREAS, 9-21-101, et seq., inclusive, Tennessee Code Annotated, as amended, authorizes the City of Cleveland, Tennessee (the “Municipality”), by resolution of the City Council, to issue and sell bonds and to finance public works projects; and WHEREAS, the City Council hereby determines that it is necessary and advisable to issue general obligation bonds, in one or more series, for the purpose of financing in whole or in part, (i) acquisition of land for and the construction, improvement and/or equipping of roads, bridges, streets, highways and sidewalks, schools and school facilities, parks and recreation facilities, public buildings, storm water drainage systems, fire department equipment and buildings, law enforcement buildings and equipment, libraries, and the acquisition of related vehicles and equipment including, but not limited to, lighting, computers and other technological equipment; (ii) the improvement and extension of the water and wastewater system of the Municipality; (iii) payment of architectural, engineering, legal, fiscal and administrative costs incident to the foregoing; and (iv) payment of costs incident to the issuance and sale of the bonds authorized herein; and WHEREAS, the City Council of the Municipality on the date hereof, adopted an initial resolution (the “Initial Resolution”) authorizing the issuance of not to exceed $24,000,000 for the purposes described above; and WHEREAS, the Initial Resolution, together with the notice required by Section 9-21-206, Tennessee Code Annotated, as amended, will be published as required by law; and WHEREAS, it is the intention of the City Council of the Municipality to adopt this resolution for the purpose of authorizing not to exceed $24,000,000 in aggregate principal amount of bonds for the above-described purposes, providing for the issuance, sale and payment of said bonds, establishing the terms thereof, and the disposition of proceeds therefrom, and providing for the levy of a tax for the payment of principal thereof, premium, if any, and interest thereon. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Cleveland, Tennessee, as follows: Authority. The bonds authorized by this resolution are issued pursuant to 9-21-101, et seq., Tennessee Code Annotated, as amended, and other applicable provisions of law. Definitions. In addition to the terms defined in the preamble above, the following terms shall have the following meanings in this resolution unless the text expressly or by necessary implication requires otherwise: “Bonds” means the not to exceed $24,000,000 General Obligation Bonds, Series 2022 of the Municipality, to be dated their date of issuance, and having such series designation or such other dated date as shall be determined by the Mayor pursuant to Section 8 hereof. “Book-Entry Form” or “Book-Entry System” means a form or system, as applicable, under which physical bond certificates in fully registered form are issued to a Depository, or to its nominee as Registered Owner, with the certificate of bonds being held by and “immobilized” in the custody of such Depository, and under which records maintained by persons, other than the Municipality or the Registration Agent, constitute the written record that identifies, and records the transfer of, the beneficial “book-entry” interests in those bonds. “Code” means the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunder. “Depository” means any securities depository that is a clearing agency under federal laws operating and maintaining, with its participants or otherwise, a Book-Entry System, including, but not limited to, DTC. “DTC” means the Depository Trust Company, a limited purpose company organized under the laws of the State of New York, and its successors and assigns. p. 572 REGULAR SESSION FEBRUARY 28, 2022 PAGE -572- MINUTE BOOK 30 “DTC Participant(s)” means securities brokers and dealers, banks, trust companies and clearing corporations that have access to the DTC System. “Governing Body” means the City Council. “Mayor” shall mean the Mayor of the Municipality. “Municipal Advisor” for the Bonds authorized herein means Davenport & Company LLC, Charlotte, North Carolina. “Projects” means the (i) acquisition of land for and the construction, improvement and/or equipping of roads, bridges, streets, highways and sidewalks, schools and school facilities, parks and recreation facilities, public buildings, storm water drainage systems, fire department equipment and buildings, law enforcement buildings and equipment, libraries, and the acquisition of related vehicles and equipment including, but not limited to, lighting, computers and other technological equipment; (ii) the improvement and extension of the water and wastewater system of the Municipality; and (ii) payment of architectural, engineering, legal, fiscal and administrative costs incident to the foregoing. “Registration Agent” means the registration and paying agent appointed by the Mayor pursuant to the terms hereof, or any successor designated by the Governing Body. Findings of the Governing Body; Compliance with Debt Management Policy. In conformance with the directive of the State Funding Board of the State of Tennessee, the Municipality has heretofore adopted its Debt Management Policy. The Governing Body hereby finds that the issuance and sale of the Bonds, as proposed herein, is consistent with the Municipality’s Debt Management Policy. The estimated interest expense and costs of issuance of the Bonds have been made available to the Governing Body. Authorization and Terms of the Bonds. For the purpose of providing funds to finance, in whole or in part, the Projects, including reimbursement to the Municipality for funds previously expended for any of the foregoing and payment of costs incident to the issuance and sale of the Bonds, there is hereby authorized to be issued bonds, in one or more series, of the Municipality in the aggregate principal amount of not to exceed $24,000,000. The Bonds shall be issued in one or more series, in fully registered, book-entry form (except as otherwise set forth herein), without coupons, and subject to the adjustments permitted hereunder, shall be known as “General Obligation Bonds, Series 2022”, shall be dated their date of issuance, and shall have such series designation or such other dated date as shall be determined by the Mayor pursuant to the terms hereof. The Bonds shall bear interest at a rate or rates not to exceed five percent (5.00%) per annum, payable (subject to the adjustments permitted hereunder) semi-annually on June 1 and December 1 in each year, commencing December 1, 2022. The Bonds shall be issued initially in $5,000 denominations or integral multiples thereof, as shall be requested by the original purchaser thereof. Subject to the adjustments permitted pursuant to the terms hereof, the Bonds shall mature serially or be subject to mandatory redemption and shall be payable on June 1 of each year, subject to prior optional redemption as hereinafter provided, in the years 2023 through 2052, inclusive, such that the approximately level debt service is paid annually with respect to the Bonds. Subject to the adjustments permitted under Section 8 hereof, the Bonds maturing on or after June 1, 2033, shall be subject to redemption prior to maturity at the option of the Municipality on June 1, 2032 and thereafter, as a whole or in part at any time at the redemption price of par plus accrued interest to the redemption date. If less than all the Bonds shall be called for redemption, the maturities to be redeemed shall be selected by the Governing Body in its discretion. If less than all of the Bonds within a single maturity shall be called for redemption, the interests within the maturity to be redeemed shall be selected as follows: (i) if the Bonds are being held under a Book-Entry System by DTC, or a successor Depository, the Bonds to be redeemed shall be determined by DTC, or such successor p. 573 REGULAR SESSION FEBRUARY 28, 2022 PAGE -573- MINUTE BOOK 30 Depository, by lot or such other manner as DTC, or such successor Depository, shall determine; or (ii) if the Bonds are not being held under a Book-Entry System by DTC, or a successor Depository, the Bonds within the maturity to be redeemed shall be selected by the Registration Agent by lot or such other random manner as the Registration Agent in its discretion shall determine. Pursuant to the terms hereof, the Mayor is authorized to sell the Bonds, or any maturities thereof, as term bonds (“Term Bonds”) with mandatory redemption requirements corresponding to the maturities set forth herein or as determined by the Mayor. In the event any or all the Bonds are sold as Term Bonds, the Municipality shall redeem Term Bonds on redemption dates corresponding to the maturity dates set forth herein, in aggregate principal amounts equal to the maturity amounts established pursuant to the terms hereof for each redemption date, as such maturity amounts may be adjusted pursuant to the terms hereof, at a price of par plus accrued interest thereon to the date of redemption. The Term Bonds to be redeemed within a single maturity shall be selected as follows: (i) if the Bonds are being held under a Book-Entry System by DTC, or a successor Depository, the Bonds to be redeemed shall be determined by DTC, or such successor Depository, by lot or such other manner as DTC, or such successor Depository, shall determine; or (ii) if the Bonds are not being held under a Book-Entry System by DTC, or a successor Depository, the Bonds within the maturity to be redeemed shall be selected by the Registration Agent by lot or such other random manner as the Registration Agent in its discretion shall determine. At its option, to be exercised on or before the forty-fifth (45th) day next preceding any such mandatory redemption date, the Municipality may (i) deliver to the Registration Agent for cancellation Bonds to be redeemed, in any aggregate principal amount desired, and/or (ii) receive a credit in respect of its redemption obligation under this mandatory redemption provision for any Bonds of the maturity to be redeemed which prior to said date have been purchased or redeemed (otherwise than through the operation of this mandatory sinking fund redemption provision) and cancelled by the Registration Agent and not theretofore applied as a credit against any redemption obligation under this mandatory sinking fund provision. Each Bond so delivered or previously purchased or redeemed shall be credited by the Registration Agent at 100% of the principal amount thereof on the obligation of the Municipality on such payment date and any excess shall be credited on future redemption obligations in chronological order, and the principal amount of Bonds to be redeemed by operation of this mandatory sinking fund provision shall be accordingly reduced. The Municipality shall on or before the forty-fifth (45th) day next preceding each payment date furnish the Registration Agent with its certificate indicating whether or not and to what extent the provisions of clauses (i) and (ii) of this subsection are to be availed of with respect to such payment and confirm that funds for the balance of the next succeeding prescribed payment will be paid on or before the next succeeding payment date. Notice of any call for redemption shall be given by the Registration Agent on behalf of the Municipality not less than twenty (20) nor more than sixty (60) days prior to the date fixed for redemption by sending an appropriate notice to the registered owners of the Bonds 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 Bonds for which proper notice was given. The notice may state that it is conditioned upon the deposit of moneys in an amount equal to the amount necessary to effect the redemption with the Registration Agent no later than the redemption date (“Conditional Redemption”). As long as DTC, or a successor Depository, is the registered owner of the Bonds, all redemption notices shall be mailed by the Registration Agent to DTC, or such successor Depository, as the registered owner of the Bonds, as and when above provided, and neither the Municipality nor the Registration Agent shall be responsible for mailing notices of redemption to DTC Participants or Beneficial Owners. Failure of DTC, or any successor Depository, to provide notice to any DTC Participant or Beneficial Owner will not affect the validity of such redemption. The Registration Agent shall mail said notices as and when directed by the Municipality pursuant to written instructions from an authorized representative of the Municipality (other than for a mandatory sinking fund redemption, notices of which shall be given on the dates provided herein) given at least forty-five (45) days prior to the redemption date (unless a shorter notice period shall be satisfactory to the Registration Agent). From and after the redemption date, all Bonds called for redemption shall cease to bear interest if p. 574 REGULAR SESSION FEBRUARY 28, 2022 PAGE -574- MINUTE BOOK 30 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. In the case of a Conditional Redemption, the failure of the Municipality to make funds available in part or in whole on or before the redemption date shall not constitute an event of default, and the Registration Agent shall give immediate notice to the Depository, if applicable, or the affected Bondholders that the redemption did not occur and that the Bonds called for redemption and not so paid remain outstanding. The Governing Body hereby authorizes and directs the Mayor to appoint the Registration Agent for the Bonds and hereby authorizes the Registration Agent so appointed or the Registration Agent for the Bonds to maintain Bond registration records with respect to the Bonds, to authenticate and deliver the Bonds as provided herein, either at original issuance or upon transfer, to effect transfers of the Bonds, to give all notices of redemption as required herein, to make all payments of principal and interest with respect to the Bonds as provided herein, to cancel and destroy Bonds which have been paid at maturity or upon earlier redemption or submitted for exchange or transfer, to furnish the Municipality at least annually a certificate of destruction with respect to Bonds cancelled and destroyed, and to furnish the Municipality at least annually an audit confirmation of Bonds paid, Bonds outstanding and payments made with respect to interest on the Bonds. The Mayor is hereby authorized to execute and the City Clerk is hereby authorized to attest such written agreement between the Municipality and the Registration Agent as they shall deem necessary and 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 Bonds shall be payable, both principal and interest, in lawful money of the United States of America at the main office of the Registration Agent. The Registration Agent shall make all interest payments with respect to the Bonds by check or draft on each interest payment date directly to the registered owners as shown on the Bond 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 depositing said payment in the United States mail, postage prepaid, addressed to such owners at their addresses shown on said Bond registration records, without, except for final payment, the presentation or surrender of such registered Bonds, and all such payments shall discharge the obligations of the Municipality in respect of such Bonds to the extent of the payments so made. Payment of principal of and premium, if any, on the Bonds shall be made upon presentation and surrender of such Bonds to the Registration Agent as the same shall become due and payable. All rates of interest specified herein shall be computed on the basis of a three hundred sixty (360) day year composed of twelve (12) months of thirty (30) days each. In the event the Bonds are no longer registered in the name of DTC, or a successor Depository, if requested by the Owner of at least $1,000,000 in aggregate principal amount of the Bonds, payment of interest on such Bonds shall be paid by wire transfer to a bank within the continental United States or deposited to a designated account if such account is maintained with the Registration Agent and written notice of any such election and designated account is given to the Registration Agent prior to the record date. Any interest on any Bond that is payable but is not punctually paid or duly provided for on any interest payment date (hereinafter “Defaulted Interest”) 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 paid by the Municipality to the persons in whose names the Bonds are registered at the close of business on a date (the “Special Record Date”) for the payment of such Defaulted Interest, which shall be fixed in the following manner: the Municipality shall notify the Registration Agent in writing of the amount of Defaulted Interest proposed to be paid on each Bond and the date of the proposed payment, and at the same time the Municipality shall deposit with the Registration Agent an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Registration Agent for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the persons entitled to such Defaulted Interest as in this Section provided. Thereupon, not less than ten (10) days after the receipt by the Registration Agent of the notice of the proposed payment, the Registration Agent shall fix a Special Record Date for the payment of such Defaulted Interest which date shall be not more than fifteen (15) nor less than ten (10) days prior to the date of the proposed payment to the registered Owners. The Registration Agent shall promptly notify the Municipality of such Special Record Date and, in the name and at the expense of the Municipality, not less than ten (10) days prior to such Special Record Date, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each registered owner at the address thereof as it appears in the Bond registration records maintained by the Registration Agent as of the date of such notice. Nothing contained in this Section or in the Bonds shall impair any statutory or other rights in law or in equity of p. 575 REGULAR SESSION FEBRUARY 28, 2022 PAGE -575- MINUTE BOOK 30 any registered owner arising as a result of the failure of the Municipality to punctually pay or duly provide for the payment of principal of, premium, if any, and interest on the Bonds when due. The Bonds are transferable only by presentation to the Registration Agent by the registered owner, or his legal representative duly authorized in writing, of the registered Bond(s) to be transferred with the form of assignment contained therein completed in full and signed with the name of the registered owner as it appears upon the face of the Bond(s) accompanied by appropriate documentation necessary to prove the legal capacity of any legal representative of the registered owner. Upon receipt of the Bond(s) in such form and with such documentation, if any, the Registration Agent shall issue a new Bond or the Bond 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 Bond during the period commencing on a Regular or Special Record Date and ending on the corresponding interest payment date of such Bond, nor to transfer or exchange any Bond after the publication of notice calling such Bond for redemption has been made, nor to transfer or exchange any Bond during the period following the receipt of instructions from the Municipality to call such Bond 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 Bond, provided that any transfer tax relating to such transaction shall be paid by the registered owner requesting transfer. The person in whose name any Bond shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes and neither the Municipality nor the Registration Agent shall be affected by any notice to the contrary whether or not any payments due on the Bonds shall be overdue. The Bonds, upon surrender to the Registration Agent, may, at the option of the registered owner, be exchanged for an equal aggregate principal amount of the Bonds of the same maturity in any authorized denomination or denominations. The Bonds shall be executed in such manner as may be prescribed by applicable law, in the name, and on behalf, of the Municipality with the signature of the Mayor and the attestation of the City Clerk. Except as otherwise provided in this resolution, the Bonds shall be registered in the name of Cede & Co., as nominee of DTC, which will act as securities depository for the Bonds. References in this Section to a Bond or the Bonds shall be construed to mean the Bond or the Bonds that are held under the Book-Entry System. One Bond for each maturity shall be issued to DTC and immobilized in its custody or a custodian of DTC. The Registration Agent is a custodian and agent for DTC, and the Bond will be immobilized in its custody. A Book-Entry System shall be employed, evidencing ownership of the Bonds in authorized denominations, with transfers of beneficial ownership effected on the records of DTC and the DTC Participants pursuant to rules and procedures established by DTC. Each DTC Participant shall be credited in the records of DTC with the amount of such DTC Participant’s interest in the Bonds. Beneficial ownership interests in the Bonds may be purchased by or through DTC Participants. The holders of these beneficial ownership interests are hereinafter referred to as the “Beneficial Owners.” The Beneficial Owners shall not receive the Bonds representing their beneficial ownership interests. The ownership interests of each Beneficial Owner shall be recorded through the records of the DTC Participant from which such Beneficial Owner purchased its Bonds. Transfers of ownership interests in the Bonds shall be accomplished by book entries made by DTC and, in turn, by DTC Participants acting on behalf of Beneficial Owners. SO LONG AS CEDE & CO., AS NOMINEE FOR DTC, IS THE REGISTERED OWNER OF THE BONDS, THE REGISTRATION AGENT SHALL TREAT CEDE & CO. AS THE ONLY HOLDER OF THE BONDS FOR ALL PURPOSES UNDER THIS RESOLUTION, INCLUDING RECEIPT OF ALL PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THE BONDS, RECEIPT OF NOTICES, VOTING AND REQUESTING OR DIRECTING THE REGISTRATION AGENT TO TAKE OR NOT TO TAKE, OR CONSENTING TO, CERTAIN ACTIONS UNDER THIS RESOLUTION. Payments of principal, interest, and redemption premium, if any, with respect to the Bonds, so long as DTC is the only owner of the Bonds, shall be paid by the Registration Agent directly to DTC or its nominee, Cede & Co., as provided in the Letter of Representation relating to the Bonds from the Municipality and the Registration Agent to DTC (the “Letter of Representation”). DTC shall remit such payments to DTC Participants, and such payments thereafter shall be paid by DTC Participants to the Beneficial Owners. The Municipality and the Registration Agent shall not be responsible or liable for payment by DTC or DTC Participants for sending transaction statements or for maintaining, supervising or reviewing records maintained by DTC or DTC Participants. In the event that (1) DTC determines not to continue to act as securities depository for the Bonds, or (2) to the extent permitted by the rules of DTC, the Municipality determines that the continuation of p. 576 REGULAR SESSION FEBRUARY 28, 2022 PAGE -576- MINUTE BOOK 30 the Book-Entry System of evidence and transfer of ownership of the Bonds would adversely affect their interests or the interests of the Beneficial Owners of the Bonds, then the Municipality shall discontinue the Book-Entry System with DTC or, upon request of such original purchaser, deliver the Bonds to the original purchaser in the form of fully-registered Bonds, as the case may be. If the Municipality fails to identify another qualified securities depository to replace DTC, the Municipality shall cause the Registration Agent to authenticate and deliver replacement Bonds in the form of fully-registered Bonds to each Beneficial Owner. If the purchaser(s) certifies that it intends to hold the Bonds for its own account, then the Municipality may issue certificated Bonds without the utilization of DTC and the Book-Entry System. THE MUNICIPALITY AND THE REGISTRATION AGENT SHALL NOT HAVE ANY RESPONSIBILITY OR OBLIGATIONS TO ANY PARTICIPANT OR ANY BENEFICIAL OWNER WITH RESPECT TO (i) THE BONDS; (ii) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DTC PARTICIPANT; (iii) THE PAYMENT BY DTC OR ANY DTC PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL OF AND INTEREST ON THE BONDS; (iv) THE DELIVERY OR TIMELINESS OF DELIVERY BY DTC OR ANY DTC PARTICIPANT OF ANY NOTICE DUE TO ANY BENEFICIAL OWNER THAT IS REQUIRED OR PERMITTED UNDER THE TERMS OF THIS RESOLUTION TO BE GIVEN TO BENEFICIAL OWNERS; (v) THE SELECTION OF BENEFICIAL OWNERS TO RECEIVE PAYMENTS IN THE EVENT OF ANY PARTIAL REDEMPTION OF THE BONDS; OR (vi) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC OR ITS NOMINEE, CEDE & CO., AS OWNER. The Registration Agent is hereby authorized to take such action as may be necessary from time to time to qualify and maintain the Bonds for deposit with DTC, including but not limited to, wire transfers of interest and principal payments with respect to the Bonds, utilization of electronic book entry data received from DTC in place of actual delivery of Bonds and provision of notices with respect to Bonds registered by DTC (or any of its designees identified to the Registration Agent) by overnight delivery, courier service, telegram, telecopy or other similar means of communication. No such arrangements with DTC may adversely affect the interest of any of the owners of the Bonds; provided, however, that the Registration Agent shall not be liable with respect to any such arrangements it may make pursuant to this Section. The Registration Agent is hereby authorized to authenticate and deliver the Bonds to the original purchaser, upon receipt by the Municipality of the proceeds of the sale thereof and to authenticate and deliver Bonds in exchange for Bonds of the same principal amount delivered for transfer upon receipt of the Bond(s) to be transferred in proper form with proper documentation as hereinabove described. The Bonds shall not be valid for any purpose unless authenticated by the Registration Agent by the manual signature of an officer thereof on the certificate set forth herein on the Bond form. In case any Bond shall become mutilated, or be lost, stolen, or destroyed, the Municipality, in its discretion, shall issue, and the Registration Agent, upon written direction from the Municipality, shall authenticate and deliver, a new Bond of like tenor, amount, maturity and date, in exchange and substitution for, and upon the cancellation of, the mutilated Bond, or in lieu of and in substitution for such lost, stolen or destroyed Bond, or if any such Bond shall have matured or shall be able to mature, instead of issuing a substituted Bond the Municipality may pay or authorize payment of such Bond without surrender thereof. In every case, the applicant shall furnish evidence satisfactory to the Municipality and the Registration Agent of the destruction, theft or loss of such Bond, and indemnify satisfactory to the Municipality and the Registration Agent; and the Municipality may charge the applicant for the issue of such new Bond an amount sufficient to reimburse the Municipality for the expense incurred by it in the issue thereof. Source of Payment. The Bonds shall be payable from unlimited ad valorem taxes to be levied on all taxable property within the Municipality. For the prompt payment of the principal of, premium, if any, and interest on the Bonds, the full faith and credit of the Municipality are hereby irrevocably pledged. The portions of the Bonds (based on allocation of Bonds and Bond proceeds as determined by the Municipality) that finance improvements to the water and wastewater system of the Municipality shall be additionally payable from but not secured by the revenues of such system. Form of Bonds. The Bonds shall be in substantially the following form, the omissions to be appropriate completed when the Bonds are prepared and delivered: (Form of Bond) p. 577 REGULAR SESSION FEBRUARY 28, 2022 PAGE -577- MINUTE BOOK 30 REGISTERED REGISTERED Number ____ $__________ UNITED STATES OF AMERICA STATE OF TENNESSEE COUNTY OF BRADLEY CITY OF CLEVELAND, TENNESSEE GENERAL OBLIGATION BOND, SERIES 2022 Interest Rate: Maturity Date: Date of Bond: CUSIP No.: Registered Owner: Principal Amount: FOR VALUE RECEIVED, the City of Cleveland, Tennessee (the “Municipality”) 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 (or upon earlier redemption as set forth herein), and to pay interest (computed on the basis of a 360- day year of twelve 30-day months) on said principal amount at the annual rate interest hereinabove set forth from the date hereof until said maturity date or redemption date, said interest being payable on December 1, 2022, and semi-annually thereafter on the first day of June and December in each year until this Bond matures or is redeemed. The principal hereof and interest hereon are payable in lawful money of the United States of America by check or draft at the designated trust office of _____________________, ____________, ______________, as registration agent and paying agent (the “Registration Agent”). The Registration Agent shall make all interest payments with respect to this Bond on each interest payment date directly to the registered owner hereof shown on the Bond 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 Bond registration records, without, except for final payment, the presentation or surrender of this Bond, and all such payments shall discharge the obligations of the Municipality 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 Bond 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 Bonds of the issue of which this Bond is one not less than ten (10) days prior to such Special Record Date. Payment of principal of and premium, if any, on this Bond shall be made when due upon presentation and surrender of this Bond to the Registration Agent. Except as otherwise provided herein or in the Resolution, as hereinafter defined, this Bond shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”), which will act as securities depository for the Bonds of the series of which this Bond is one. One Bond for each maturity shall be issued to DTC and immobilized in its custody or a custodian of DTC. The Registration Agent is a custodian and agent for DTC, and the Bond will be immobilized in its custody. A book-entry system shall be employed, evidencing ownership of the Bonds in $5,000 denominations, or multiples thereof, with transfers of beneficial ownership effected on the records of DTC and the DTC Participants, as defined in the Resolution, pursuant to rules and procedures established by DTC. So long as Cede & Co., as nominee for DTC, is the registered owner of the Bonds, the Municipality and the Registration Agent shall treat Cede & Co. as the only owner of the Bonds for all purposes under the Resolution, including receipt of all principal and maturity amounts of, premium, if any, and interest on the Bonds, receipt of notices, voting and requesting or taking or not taking, or consenting to, certain actions hereunder. Payments of principal, maturity amounts, interest, and redemption premium, if any, with respect to the Bonds, so long as DTC is the only owner of the Bonds, shall be paid directly to DTC or its nominee, Cede & Co. DTC shall remit such payments to DTC Participants, and such payments thereafter shall be paid by DTC Participants to the Beneficial Owners, as defined in the Resolution. Neither the Municipality nor the Registration Agent shall be responsible or liable for payment by DTC or DTC Participants, for sending transaction statements or for maintaining, supervising or reviewing records maintained by DTC or DTC Participants. In the event that (1) DTC determines not to continue to act as securities depository for the Bonds or (2) to the extent permitted by the rules of DTC, the Municipality determines that the continuation of the book-entry system of evidence and transfer of ownership of the Bonds would adversely affect its interests or the interests of the p. 578 REGULAR SESSION FEBRUARY 28, 2022 PAGE -578- MINUTE BOOK 30 Beneficial Owners of the Bonds, the Municipality may discontinue the book-entry system with DTC. If the Municipality fails to identify another qualified securities depository to replace DTC, the Municipality shall cause the Registration Agent to authenticate and deliver replacement Bonds in the form of fully- registered Bonds to each Beneficial Owner. Neither the Municipality nor the Registration Agent shall have any responsibility or obligations to DTC Participant or any Beneficial Owner with respect to (i) the Bonds; (ii) the accuracy or any records maintained by DTC or any DTC Participant; (iii) the payment by DTC or any DTC Participant of any amount due to any Beneficial Owner in respect of the principal or maturity amounts of and interest on the Bonds; (iv) the delivery or timeliness of delivery by DTC or any DTC Participant of any notice due to any Beneficial Owner that is required or permitted under the terms of the Resolution to be given to Beneficial Owners; (v) the selection of Beneficial Owners to receive payments in the event of any partial redemption of the Bonds; or (vi) any consent given or other action taken by DTC, or its nominee, Cede & Co., as owner. Bonds of the issue of which this Bond is one maturing on or after June 1, 2033 shall be subject to redemption prior to maturity at the option of the Municipality on June 1, 2032 and thereafter, as a whole or in part at any time at the redemption price of par plus accrued interest to the redemption date. If less than all the Bonds shall be called for redemption, the maturities to be redeemed shall be designated by the City Council of the Municipality, in its discretion. If less than all the principal amount of the Bonds of a maturity shall be called for redemption, the interests within the maturity to be redeemed shall be selected as follows: (i) if the Bonds are being held under a Book-Entry System by DTC, or a successor Depository, the amount of the interest of each DTC Participant in the Bonds to be redeemed shall be determined by DTC, or such successor Depository, by lot or such other manner as DTC, or such successor Depository, shall determine; or (ii) if the Bonds are not being held under a Book-Entry System by DTC, or a successor Depository, the Bonds within the maturity to be redeemed shall be selected by the Registration Agent by lot or such other random manner as the Registration Agent in its discretion shall determine. [Subject to the credit hereinafter provided, the Municipality shall redeem Bonds maturing _______________ on the redemption dates set forth below opposite the maturity dates, in aggregate principal amounts equal to the respective dollar amounts set forth below opposite the respective redemption dates at a price of par plus accrued interest thereon to the date of redemption. DTC, as securities depository for the series of Bonds of which this Bond is one, or such Person as shall then be serving as the securities depository for the Bonds, shall determine the interest of each Participant in the Bonds to be redeemed using its procedures generally in use at that time. If DTC or another securities depository is no longer serving as securities depository for the Bonds, the Bonds to be redeemed within a maturity shall be selected by the Registration Agent by lot or such other random manner as the Registration Agent in its discretion shall select. The dates of redemption and principal amount of Bonds to be redeemed on said dates are as follows: Principal Amount Final Maturity Redemption Date of Bonds Redeemed *Final Maturity At its option, to be exercised on or before the forty-fifth (45th) day next preceding any such redemption date, the Municipality may (i) deliver to the Registration Agent for cancellation Bonds to be redeemed, in any aggregate principal amount desired, and/or (ii) receive a credit in respect of its redemption obligation under this mandatory redemption provision for any Bonds of the maturity to be redeemed which prior to said date have been purchased or redeemed (otherwise than through the operation of this mandatory sinking fund redemption provision) and cancelled by the Registration Agent and not theretofore applied as a credit against any redemption obligation under this mandatory sinking fund provision. Each Bond so delivered or previously purchased or redeemed shall be credited by the Registration Agent at 100% of the principal amount thereof on the obligation of the Municipality on such payment date and any excess shall be credited on future redemption obligations in chronological order, and the principal amount of Bonds to be redeemed by operation of this mandatory sinking fund provision shall be accordingly reduced. The Municipality shall on or before the forty-fifth (45th) day next preceding each payment date furnish the Registration Agent with its certificate indicating whether or not and to what extent the provisions of clauses (i) and (ii) of this subsection are to be availed of with respect to such p. 579 REGULAR SESSION FEBRUARY 28, 2022 PAGE -579- MINUTE BOOK 30 payment and confirm that funds for the balance of the next succeeding prescribed payment will be paid on or before the next succeeding payment date.] Notice of any call for redemption shall be given by the Registration Agent not less than twenty (20) nor more than sixty (60) days prior to the date fixed for redemption by sending an appropriate notice to the registered owners of the Bonds 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 the redemption of any of the Bonds for which proper notice was given. The notice may state that it is conditioned upon the deposit of moneys in an amount equal to the amount necessary to effect the redemption with the Registration Agent no later than the redemption date (“Conditional Redemption”). As long as DTC, or a successor Depository, is the registered owner of the Bonds, all redemption notices shall be mailed by the Registration Agent to DTC, or such successor Depository, as the registered owner of the Bonds, as and when above provided, and neither the Municipality nor the Registration Agent shall be responsible for mailing notices of redemption to DTC Participants or Beneficial Owners. Failure of DTC, or any successor Depository, to provide notice to any DTC Participant will not affect the validity of such redemption. From and after any redemption date, all Bonds called for redemption shall cease to bear interest if funds are available at the office of the Registration Agent for the payment thereof and it notice has been duly provided as set forth in the Resolution, as hereafter defined. In the case of a Conditional Redemption, the failure of the Municipality to make funds available in part or in whole on or before the redemption date shall not constitute an event of default, and the Registration Agent shall give immediate notice to the affected Bondholders that the redemption did not occur and that the Bond called for redemption and not so paid remain outstanding. This Bond is transferable by the registered owner hereof in person or by such owner’s attorney duly authorized in writing at the designated 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 Bond. Upon such transfer, a new Bond or Bonds of authorized 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 Bond is registered shall be deemed and regarded as the absolute owner thereof for all purposes and neither the Municipality nor the Registration Agent shall be affected by any notice to the contrary whether or not any payments due on the Bond shall be overdue. Bonds, 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 Bonds 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 Bond during the period commencing on a Regular Record Date or Special Record Date and ending on the corresponding interest payment date of such Bond, nor to transfer or exchange any Bond after the notice calling such Bond for redemption has been made, nor during a period following the receipt of instructions from the Municipality to call such Bond for redemption. This Bond is one of a total authorized issue aggregating $_________ and issued by the Municipality to finance in whole or in part, (i) acquisition of land for and the construction, improvement and/or equipping of roads, bridges, streets, highways and sidewalks, schools and school facilities, parks and recreation facilities, public buildings, storm water drainage systems, fire department equipment and buildings, law enforcement buildings and equipment, libraries, and the acquisition of related vehicles and equipment including, but not limited to, lighting, computers and other technological equipment; (ii) the improvement and extension of the water and wastewater system of the Municipality; (ii) payment of architectural, engineering, legal, fiscal and administrative costs incident to the foregoing; and (iii) payment of costs incident to the issuance and sale of the Bonds, pursuant to 9-21-101, et seq., Tennessee Code Annotated, as amended, and pursuant to a resolution adopted by the City Council of the Municipality on February 28, 2022 (the “Resolution”). This Bond and the income therefrom are exempt from all present state, county and municipal taxes in Tennessee except (a) Tennessee excise taxes on interest on the Bond during the period the Bond is held or beneficially owned by any organization or entity, other than a sole proprietorship or general partnership, doing business in the State of Tennessee, and (b) Tennessee franchise taxes by reason of the inclusion of the book value of the Bond in Tennessee franchise tax base of any organization or entity, other than a sole proprietorship or general partnership, doing business in the State of Tennessee. The Bonds shall be payable from unlimited ad valorem taxes to be levied on all taxable property within the Municipality. For the prompt payment of the principal of, premium, if any, and interest on the Bonds, the full faith and credit of the Municipality are hereby irrevocably pledged. The portions of the p. 580 REGULAR SESSION FEBRUARY 28, 2022 PAGE -580- MINUTE BOOK 30 Bonds (based on allocation of Bonds and Bond proceeds as determined by the Municipality) that finance improvements to the water and wastewater system the Municipality shall be additionally payable from but not secured by the revenues of such system. It is hereby certified, recited, and declared that all acts, conditions and things required to exist, happen and be performed precedent to the issuance of this Bond exist, have happened and have been performed in due time, form and manner as required by law, and that the amount of this Bond, together with all other indebtedness of the Municipality, does not exceed any limitation prescribed by the constitution and statutes of the State of Tennessee. IN WITNESS WHEREOF, the Municipality has caused this Bond to be signed by its Mayor and attested by its City Clerk as of the date hereinabove set forth. CITY OF CLEVELAND, TENNESSEE By: FORM OF BOND – DO NOT SIGN Mayor ATTESTED: FORM OF BOND – DO NOT SIGN City Clerk Transferable and payable at the trust office of: , Date of Registration: This Bond is one of the issue of Bonds 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 Federal Identification or Social Security Number of Assignee ________________), the within Bond of City of Cleveland, Tennessee, and does hereby irrevocably constitute and appoint _____________________, attorney, to transfer the said Bond 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 Bond 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 Levy of Tax. The Municipality, through its Governing Body, shall annually levy and collect a tax upon all taxable property within the Municipality, in addition to all other taxes authorized by law, sufficient to pay principal of, premium, if any, and interest on the Bonds when due, and for that purpose there is hereby levied a direct annual tax in such amount as may be found necessary each year to pay principal and interest coming due on the Bonds in said year. Principal and interest falling due at any time when there are insufficient funds from this tax levy on hand shall be paid from the current funds of the Municipality and reimbursement therefor shall be made out of the taxes hereby provided to the levied p. 581 REGULAR SESSION FEBRUARY 28, 2022 PAGE -581- MINUTE BOOK 30 when the same shall have been collected. The tax herein provided may be reduced to the extent of any direct appropriations from other funds, taxes and revenues of the Municipality to the payment of debt service on the Bonds, including available revenues from the electric system and water and sewer system of the Municipality to the extent the debt service on the Bonds relates to projects for such electric system and water and sewer system. Sale of Bonds. The Bonds shall be offered for competitive public sale in one or more series, at a price of not less than 98% of par, plus accrued interest, as a whole or in part from time to time as shall be determined by the Mayor, in consultation with the Municipal Advisor. The Bonds, or any series thereof, shall be sold by delivery of bids via physical delivery, mail, fax, or telephone or by electronic bidding means of an Internet bidding service as shall be determined by the Mayor, in consultation with the Municipal Advisor. If the Bonds are sold in more than one series, the Mayor is authorized to cause to be sold in each series an aggregate principal amount of Bonds less than that shown in Section 4 hereof for each series, so long as the total aggregate principal amount of all series issued does not exceed the total aggregate of Bonds authorized to be issued herein. The Mayor is further authorized with respect to each series of Bonds to: change the dated date of the Bonds, or any series thereof, to a date other than the date of issuance of the Bonds; change the designation of the Bonds, or any series thereof, to a designation other than “General Obligation Bonds, Series 2022” and to specify the series designation of the Bonds, or any series thereof; change the first interest payment date on the Bonds, or any series thereof, to a date other than December 1, 2022, provided that such date is not later than twelve months from the dated date of such series of Bonds; establish and adjust the principal and interest payment dates and the maturity amounts of the Bonds, or any series thereof, provided that (A) the total principal amount of all series of the Bonds does not exceed the total amount of Bonds authorized herein; (B) the final maturity date of each series shall not exceed the final maturity described in Section 4 hereof; and (C) the debt service schedule shall be consistent with the terms of Section 4 and shall not result in balloon indebtedness requiring the approval of Director of the Division of State and Local Finance of the State of Tennessee; adjust or remove the Municipality’s optional redemption provisions of the Bonds, provided that the premium amount to be paid on Bonds or any series thereof does not exceed two percent (2%) of the principal amount thereof; sell the Bonds, or any series thereof, or any maturities thereof as Term Bonds with mandatory redemption requirements corresponding to the maturities set forth herein or as otherwise determined by the Mayor, as he shall deem most advantageous to the Municipality; and cause all or a portion of the Bonds to be insured by a bond insurance policy issued by a nationally recognized bond insurance company if such insurance is requested and paid for by the winning bidder of the Bonds, or any series thereof. The form of the Bond set forth in Section 6 hereof shall be conformed to reflect any changes made pursuant to this Section 8 hereof. The Mayor is authorized to sell the Bonds, or any series thereof, simultaneously with any other bonds or notes authorized by resolution or resolutions of the Governing Body. The Mayor is further authorized to sell the Bonds, or any series thereof, as a single issue of bonds with any other bonds with substantially similar terms authorized by resolution or resolutions of the Governing Body, in one or more series as the Mayor shall deem to be advantageous to the Municipality and in doing so, the Mayor is authorized to change the designation of the Bonds to a designation other than “General Obligation Bonds”; provided, however, that the total aggregate principal amount of combined bonds to be sold does p. 582 REGULAR SESSION FEBRUARY 28, 2022 PAGE -582- MINUTE BOOK 30 not exceed the total aggregate principal amount of Bonds authorized by this resolution or bonds authorized by any other resolution or resolutions adopted by the Governing Body. The Mayor is authorized to award the Bonds, or any series thereof, in each case to the bidder whose bid results in the lowest true interest cost to the Municipality, provided the rate or rates on the Bonds does not exceed the maximum rate prescribed by Section 4 hereof. The award of the Bonds by the Mayor to the lowest bidder shall be binding on the Municipality, and no further action of the Governing Body with respect thereto shall be required. The Mayor and City Clerk are authorized to cause the Bonds, in book-entry form (except as otherwise permitted herein), to be authenticated and delivered by the Registration Agent to the successful bidder 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 Bonds. The Mayor is hereby authorized to enter into a contract with the Municipal Advisor, for Municipal Advisory services in connection with the sale of the Bonds and to enter into an engagement letter with Bass, Berry & Sims PLC to serve as bond counsel in connection with the Bonds, and all actions heretofore taken by the officers of the Municipality in that regard are hereby ratified and approved. No Bonds shall be issued until publication of the Initial Resolution in a newspaper of general circulation in the Municipality and the passage of twenty (20) days from the date of publication thereof, and in no event shall the Bonds be issued if a legally sufficient petition, as defined by Section 9-21-207, Tennessee Code Annotated, is filed within such twenty-day period. Disposition of Bond Proceeds. The proceeds of the sale of the Bonds shall be deposited with a special fund of the Municipality known as the Construction Fund (the “Construction Fund”), or such other designation as shall be determined by the Mayor, to be kept separate and apart from all other funds of the Municipality, provided that any funds to be applied to finance improvements to the water and wastewater system of the Municipality may be transferred to the Cleveland Utilities Board to be applied for such purpose. The Municipality shall disburse funds in the Construction Fund to pay costs of issuance of the Bonds, including necessary legal, accounting and fiscal expenses, printing, engraving, advertising and similar expenses, administrative and clerical costs, Registration Agent fees, bond insurance premiums, if any, and other necessary miscellaneous expenses incurred in connection with the issuance and sale of the Bonds. Notwithstanding the foregoing, costs of issuance of the Bonds may be withheld from the good faith deposit or purchase price of the Bonds and paid to the Municipal Advisor to be used to pay costs of issuance of the Bonds. The remaining funds in the Construction Fund shall be disbursed solely to pay the costs of the Projects and to reimburse the Municipality for any funds previously expended for costs of the Projects. Money in the Construction Fund shall be secured in the manner prescribed by applicable statutes relative to the securing of public or trust funds, if any, or, in the absence of such a statute, by a pledge of readily marketable securities having at all times a market value of not less than the amount in said Construction Fund. Money in the Construction Fund shall be invested in such investments as shall be permitted by applicable law to the extent permitted by applicable law. Official Statement. The officers of the Municipality, or any of them, are hereby authorized and directed to provide for the preparation and distribution of a Preliminary Official Statement describing the Bonds. After bids have been received and the Bonds have been awarded, the officers of the Municipality, or any of them, shall make such completions, omissions, insertions and changes in the Preliminary Official Statement not inconsistent with this resolution as are necessary or desirable to complete it as a final Official Statement for purposes of Rule 15c2-12(e)(3) of the Securities and Exchange Commission. The officers of the Municipality, or any of them, shall arrange for the delivery to the successful bidder on the Bonds of a reasonable number of copies of the Official Statement within seven business days after the Bonds have been awarded for delivery, by the successful bidder on the Bonds, to each potential investor requesting a copy of the Official Statement and to each person to whom such bidder and members of his bidding group initially sell the Bonds. The officers of the Municipality, or any of them, are authorized, on behalf of the Municipality, to deem the Preliminary Official Statement and the Official Statement in final form, each to be final as of its date within the meaning of Rule 15c2-12(b)(1), except for the omission in the Preliminary Official Statement of certain pricing and other information allowed to be omitted pursuant to such Rule 15c2- 12(b)(1). The distribution of the Preliminary Official Statement and the Official Statement in final form shall be conclusive evidence that each has been deemed in final form as of its date by the Municipality except for the omission in the Preliminary Official Statement of such pricing and other information. p. 583 REGULAR SESSION FEBRUARY 28, 2022 PAGE -583- MINUTE BOOK 30 Notwithstanding the foregoing, no Official Statement is required to be prepared if the Bonds, or any series thereof, are purchased by a purchaser that certifies that such purchaser intends to hold the Bonds, or any series thereof, for its own account and has no present intention to reoffer the Bonds, or any series thereof. Discharge and Satisfaction of Bonds. If the Municipality shall pay and discharge the indebtedness evidenced by any series of the Bonds in any one or more of the following ways: By paying or causing to be paid, by deposit of sufficient funds as and when required with the Registration Agent, the principal of and interest on such Bonds as and when the same become due and payable; By depositing or causing to be deposited with any trust company or financial institution whose deposits are insured by the Federal Deposit Insurance Corporation or similar federal agency and which has trust powers (an “Agent”; which Agent may be the Registration Agent) in trust or escrow, on or before the date of maturity or redemption, sufficient money or Defeasance Obligations, as hereafter defined, the principal of and interest on which, when due and payable, will provide sufficient moneys to pay or redeem such Bonds and to pay interest thereon when due until the maturity or redemption date (provided, if such Bonds are to be redeemed prior to maturity thereof, proper notice of such redemption shall have been given or adequate provision shall have been made for the giving of such notice); or By delivering such Bonds to the Registration Agent for cancellation by it; and if the Municipality shall also pay or cause to be paid all other sums payable hereunder by the Municipality with respect to such Bonds, or make adequate provision therefor, and by resolution of the Governing Body instruct any such Escrow Agent to pay amounts when and as required to the Registration Agent for the payment of principal of and interest on such Bonds when due, then and in that case the indebtedness evidenced by such Bonds shall be discharged and satisfied and all covenants, agreements and obligations of the Municipality to the holders of such Bonds shall be fully discharged and satisfied and shall thereupon cease, terminate and become void. If the Municipality shall pay and discharge the indebtedness evidenced by any of the Bonds in the manner provided in either clause (a) or clause (b) above, then the registered owners thereof shall thereafter be entitled only to payment out of the money or Defeasance Obligations deposited as aforesaid. Except as otherwise provided in this Section, neither Defeasance Obligations nor moneys deposited with the Registration Agent pursuant to this Section nor principal or interest payments on any such Defeasance Obligations shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the principal and interest on said Bonds; provided that any cash received from such principal or interest payments on such Defeasance Obligations deposited with the Registration Agent, (A) to the extent such cash will not be required at any time for such purpose, shall be paid over to the Municipality as received by the Registration Agent and (B) to the extent such cash will be required for such purpose at a later date, shall, to the extent practicable, be reinvested in Defeasance Obligations maturing at times and in amounts sufficient to pay when due the principal and interest to become due on said Bonds on or prior to such redemption date or maturity date thereof, as the case may be, and interest earned from such reinvestments shall be paid over to the Municipality, as received by the Registration Agent. For the purposes of this Section, Defeasance Obligations shall direct obligations of, or obligations, the principal of and interest on which are guaranteed by, the United States of America, or any agency thereof, obligations of any agency or instrumentality of the United States or any other obligations at the time of the purchase thereof are permitted investments under Tennessee law for the purposes described in this Section, which bonds or other obligations shall not be subject to redemption prior to their maturity other than at the option of the registered owner thereof. Federal Tax Matters Related to the Bonds. The Bonds are expected to be issued as federally tax-exempt bonds. If so issued, the Municipality hereby covenants that it will not use, or permit the use of, any proceeds of the Bonds in a manner that would cause the Bonds to be subjected to treatment under Section 148 of the Code, and applicable regulations thereunder, as an “arbitrage bond.” To that end, the Municipality shall comply with applicable regulations adopted under said Section 148. The Municipality further covenants with the registered owners from time to time of the Bonds that it will, throughout the term of the Bonds and through the date that the final rebate, if any, must be made to the United States in accordance with Section 148 of the Code, comply with the provisions of Sections 103 and 141 through 150 of the Code and all p. 584 REGULAR SESSION FEBRUARY 28, 2022 PAGE -584- MINUTE BOOK 30 regulations proposed and promulgated thereunder that must be satisfied in order that interest on the Bonds shall be and continue to be excluded from gross income for federal income tax purposes under Section 103 of the Code. The Governing Body hereby delegates to the Mayor the authority to designate, and determine whether to designate, any series of the Bonds as “qualified tax-exempt obligations,” as defined in Section 265 of the Code, to the extent permitted under the Code. It is reasonably expected that the Municipality will reimburse itself for certain expenditures made by it in connection with the Projects by issuing the Bonds. This resolution shall be placed in the minutes of the Governing Body and shall be made available for inspection by the general public at the office of the Governing Body. This resolution constitutes a declaration of official intent under Treas. Reg. §1.150-2. The appropriate officers of the Municipality are authorized and directed, on behalf of the Municipality, to execute and deliver all such certificates and documents that may be required of the Municipality in order to comply with the provisions of this Section related to the issuance of the Bonds. Continuing Disclosure. The Municipality hereby covenants and agrees that it will provide annual financial information and material event notices if and as required by Rule 15c2-12 of the Securities Exchange Commission for the Bonds. The Mayor is authorized to execute at the Closing of the sale of the Bonds an agreement for the benefit of and enforceable by the owners of the Bonds specifying the details of the financial information and material event notices to be provided and its obligations relating thereto. Failure of the Municipality to comply with the undertaking herein described and to be detailed in said closing agreement shall not be a default hereunder, but any such failure shall entitle the owner or owners of any of the Bonds to take such actions and to initiate such proceedings as shall be necessary and appropriate to cause the Municipality to comply with their undertaking as set forth herein and in said agreement, including the remedies of mandamus and specific performance. Resolution a Contract. The provisions of this resolution shall constitute a contract between the Municipality and the registered owners of the Bonds, and after the issuance of the Bonds, 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 Bonds and interest due thereon shall have been paid in full. 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. 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. Duly adopted and approved on February 28, 2022. Mayor Attested: City Clerk STATE OF TENNESSEE ) COUNTY OF BRADLEY ) I, Shawn McKay, certify that I am the duly qualified and acting City Clerk of City of Cleveland, Tennessee, and as such official I further certify that attached hereto is a copy of excerpts from the minutes of a meeting of the governing body of the Municipality held on February 28, 2022; that these minutes were promptly and fully recorded and are open to public inspection; that I have compared said copy with the original minute record of said meeting in my official custody; and that said copy is a true, correct and complete transcript from said original minute record insofar as said original record relates to the Municipality’s General Obligation Bonds, Series 2022. p. 585 REGULAR SESSION FEBRUARY 28, 2022 PAGE -585- MINUTE BOOK 30 WITNESS my official signature of said Municipality on _____________, 2022. ___________________________ City Clerk Councilman May moved that Resolution 2022-19 be accepted as presented. The motion was seconded by Vice Mayor Johnson. Councilman Estes stated these will be fixed rate bonds. Councilman Cassada added with no tax increase for the citizens. Mayor Brooks stated both statements are correct. Upon roll call, the motion unanimously passed. ANNOUNCEMENTS Mayor Brooks announced the following: • The next City Council meeting will be held on Monday, March 14, 2022. There being no future business the meeting was adjourned at 3:13 p.m. _________________________________ __________________________________ Mayor City Clerk