STATE OF TENNESSEE

COUNTY OF ROBERTSON

TERM JANUARY 24, 2011 REGULAR SESSION

Be it remembered that the Board of Commissioners of Robertson Connty, Tennessee metin open public session at the Robertson County Juvenile Courtroom in Springfield,Tennessee on the 24th day January 2011 at 7:00 PM.

Connty Mayor, Howard R. Bradley, called the meeting to order. Connty Clerk, Susan K.Atchley was present, also.

The invocation was given by Pastor James Dean of Springfield Baptist Chnrch. Thepledge to the flag followed.

A roll call was taken, and the following Connty Commissioners were present to-wit:Adcock, Baggett, Bowens, Bryant, Couts, DiOrio, Dorris, Dugger, Eden, Farmer, Garner,Bill Gray, Haley, Jackson, Jones, MacAfee, Ray, Spears, Stubblefield, Vogle and Wilson.Commissioners Kevin Gray, Gregory and Polen were absent.

MINUTES OF PREVIOUS MEETING

On motion by Commissioner Ray and second by Commissioner DiOrio the minutes ofthe previous meeting were approved treated same as read, made a matter of record, andfiled. The motion was approved by voice vote.

COMMUNICATIONS FROM COUNTY MAYOR

Bradley told starting January 31, 2011, for a two week period, the RegionalTransportation Authority (RTA) bus will travel from Springfield to Nashville each day.It will pick up from 7th & Locust Streets and alsofrom Wal-mart starting at 6:30 AM. Heinvited all to take advantage of this trial period and sit back, relax and enjoy the ride. Formore information regarding RTA, please contact the Mayor's office.

Bradley announced that all elected officials have been invited by Congresswoman DianeBlack to an informal meeting on February 3, 2011 at 3:30 PM at the Robertson ConntyCourthouse. Bradley enconraged all to attend.

Bradley told Commissioners of a letter from Judge Ross Hicks. Judge Hicks enclosed acopy of the Caseload Study for Circuit and Chancery Court, and requested additionalresonrces for Robertson Connty's court system. Bradley asked the Commissioners tostudy the information provided. There will be futnre discussion on this matter.

REPORTS

The following reports were received, filed, and approved by voice vote on motion byCommissioner Jones and second by Commissioner Dorris: Highway, Animal Control,Trustee, Emergency Management Agency, Veteran Service, Fire Service, EMS, Library,Solid Waste, Planning and Zoning, Inmate Expense, Finance and General Session CourtPublic Service.

ELECTIONS AND APPOINTMENTS

Nominations for the following positions to be considered for approval at this session ofthe County Commission:

A) Expired TermsAnimal Control- 1 year termDr. Dan HitchMichael (Bubba) DorrisJonathan GarnerTommy JacksonRandy Wilson

SafetyJames BowensMichael Dorris

Planning Commissioner -Term ends 2015Danny Borthick

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Agriculture-Terms end 2013Joel BernardRandy WilsonDenise Routzhein

Budget-l year term. Faye StubblefieldBilly RayShannon PolenBillyVogleJames Bowens

Finance Investment-l year ternFaye StubblefieldCarol DuggerTommy Jackson

Board of Zoning Appeals-Term ends 2016Bobby Jones

Workhouse Board-Terms end 2013Don EdenPatsi Gregory

Joint Aimort Board-Term ends 2015Glen Roberts

Commissioner Vogle made motion to approve and second by Commissioner Jones.Motion approved by voice vote.

REZONING RESOLUTIONS PUBLIC HEARING

A public hearing was held before the agenda of rezoning resolutions. There being nocomments the public hearing was closed at this time.

REZONING RESOLUTIONS

REZONE JOYCE CHOATE PROPERTY

Resolution number 012411001 to rezone Joyce Choate property a tract of land from AG-2(AgriculturallResidential) to R-40 (low Density residential) was approved on motion byCommissioner Haley and second by Commissioner DiOrio. Motion approved by roll callvote. (Resolution and Roll Call included.)

NEW RESOLUTIONS

ALTERNATIVE SCHOOL GUARANTEED PRICE

Resolution number 012411002 a resolution of the Robertson County Board of Educationto request the County Commission of Robertson County accept the guaranteed maximumprice for the construction of the County Alternative School in the recently acquired WaterBonnet Building was presented by Commissioner Haley. Haley amended the resolutionfrom $1,500,000 to $1,369,215 and second by Commissioner Bryant. CommissionerHaley made motion to make Dan Whitlow, Robertson County School Director, a memberof this body and second by Commissioner DiOrio. Motion approved by voice vote.Commissioner Haley made motion to make James Spencer, Hewlett-Spencer architect, amember of this body and second by Commissioner Ray. Motion approved by voice vote.Whitlow and Spencer answered questions from Commissioners. The original motion, asamended, was approved by roll call vote. (Resolution and Roll Call included.)

ENERGY EFFICIENT SCHOOLS INITIATIVE LOAN AGREEMENT

Resolution number 012411003 a resolution for an energy efficient schools initiative loanagreement in the amount of $388,350.00 was approved on motion by CommissionerHaley and second by Commissioner Diorio. Motion approved by roll call vote.(Resolution and Roll Call included.)

FINANCING ENERGY EFFICIENT SCHOOL INITIATIVE LOAN (withdrawn)

Resolution number 012411004 a resolution for an energy efficient schools initiative loanwas withdrawn. See resolution number 012411003.

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OBSERVANCE OF THE TEN COMMANDMENTS (withdrawn)

Resolution number 012411005 a resolution to encourage the observance of the TenCommandments was withdrawn.

AMENDING BUDGET YEAR ENDING JUNE 30, 2011 (Circuit/Jnvenile)

Resolution number 012411006 a resolution amending the budget of Robertson County,Tennessee for the fiscal year ending June 30, 2011 was approved on motion byCommissioner Ray and second by Commissioner Vogle. Motion approved by roll callvote. (Resolution and Roll Call included.)

OLD BUSINESS

Commissioner Ray told of a meeting on January 13,2011 with Tom McAnulty of StephensInc. Investment Bankers, who presented four options regarding the Debt Service Fund 152:

Option (I) A thirty four (.34) cent tax increase needed for the FY 2012.Option (2) A fifteen (.15) cent tax increase needed for FY 2012 budget and restructure debtnow.Option (3) A ten (.10) cent tax increase for FY 2012 budget and a seven (.07) tax increasefor FY2013.Option (4) A five (.05) cent tax increase for the next three (3) fiscal years, which includesFY 2012 budget, FY 2013 Budget and FY 2014 Budget. It was again stated how imperativeit was that the County's debt be restructured now.

Commissioner Ray stated this will come before the Commission in the February meeting.

NEW BUSINESS

There was no new business at this meeting.

ELECTION OF NOTARIES

The following were elected to the office of Notary Public on motion of CommissionerBill Gray and second by Commissioner Haley: Lori Barnes, Ronald Brinegar, AaronBry<U1, Michael B. Clark, Shelia C. Drake, Amber M. Ellis, Wendy R. Farmer, Clister K.Hillard, Steven R. Justice, Edith M Perry, Robert 1. Sanders, Tina Sorrells, Jackie W.

. Wilkerson, Elizabeth S. Williamson, Anjee Lee Wilson and Kathy Wilson.

There being no further business, the meeting adjourned on motion by CommissionerHaley and second by Commissioner Wilson. Motion approved by voice vote.

Howard R. Bradley, County Mayor

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Date and Time ofNew Session: L24_2011 7_02_10 PM

Beginning Roll Call for New Session:Chair Bradley isAdcockBaggettBowensBryant

'CoutsDiOrioDorrisDuggerEdenFannerGamerB. GrayK. GrayGregoryHaleyJacksonJonesMacAfeePolenRaySpearsStubblefieldVogleWilson

5th is9th is

12th is7th is1st is3rd is8th is5th is

2nd is12th is10th is

9th is11th is3rd is

11th is1st isl Oth is

6th is4th is2nd is4th is

8th is7th is6th is

presentpresentpresentpresentpresentpresentpresentpresentpresentpresentpresentpresentpresent

presentpresentpresentpresent

presentpresentpresentpresentpresent

absentabsent

absent

Number of Voters PRESENT for Roll Call: 22Number of Voters ABSENT for Roll Call: 3

Resolution No. 012411001

A RESOLUTION TO REZONE A TRACT OF LANDFROM AG-2 (Agricultural/Residential) to

R-40 (Low Density Residential)

Ms. Joyce Choate

WHEREAS, Ms. Joyce Choate requests to rezone 0.94 acres of land located onCalista Road, 15th Civil District (1st Voting District), for residential development, and,

WHEREAS, the Robertson County Planning Commission has evaluated andrecommends approval of this request;

NOW, THEREFORE, BE· IT RESOLVED BY THE COUNTY COMMISSION OFROBERTSON COUNTY, TENNESSEE that 0.94 acres of land owned by Ms. JoyceChoate is hereby rezoned from AG-2 (Agricultural/Residential) to R-40 (Low DensityResidential), and the Robertson County Zoning Atlas shall be so designated, saidproperty described as follows:

Beginning at an iron pin (old) in the westerly margin, a 30 foot right-of-way dedicationfrom the center-line of Calista Road, a corner to Thomas C. Kelley Jr. (Deed Book 278,Page 54), and being the most southeast corner of this tract; thence, leaving said road,with the line of said Kelly, N 86°59'15" W a distance of 209.18 feet to a large HickoryTree, a corner to Kelly; thence, N 09°28'00" E a distance of 222.60 feet to an iron pin(old), a corner to said Kelly; thence, S 86°12'34" E a distance of 162.67 feet to an ironpin (new) in the margin of said Calista Road; thence, with said road, S 02°35'46" E adistance of 220.03 feet the point of beginning, containing 0.94 acres.

'This resolution shall be in force immediately after its passage the public welfaredemanding it.

Approved and adopted by the Board of County Commissioners.

~';)4J~DIIDate\}~~

pumning & Zoning 7-0

HaleyDiOrio

11th Requested a Motion at: 7_09_57 PM3rd Seconded the Motion at: 7_09_57 PM

RESOLUTION 012411001 A RESOLUTION TO REZONE A TRACT OF LANDFROM AG-2 (Agricultural/Residential) to R-40 (Low Density Residential)Ms. Joyce ChoateTime of Vote: LlO_56 PMType of Vote: 50% Needed to Pass

Chair Bradley does not voteAdcock 5th voted: YBaggett 9th voted: yBowens 12th voted: YBryant 7th voted: YCouts 1st voted: YDiOrio 3rd voted: YDorris 8th voted: YDugger 5th voted: YEden 2nd voted: YFarmer 12th voted: yGarner 10th voted: YB. Gray 9th voted: YK. Gray 11th was absentGregory 3rd was absentHaley 11th voted: YJackson 1st voted: YJones 10th voted: YMacAfee 6th voted: YPolen 4th was absentRay 2nd voted: YSpears 4th voted: yStubblefield 8th voted: YVogle 7th voted: YWilson 6th voted: Y

Passed (21 Y - 0 N - 0 A - 3 Absent)Number ofAbstain Votes: 0

RESOLUTION NO. 012411002

A RESOLUTION OF THE ROBERTSON COUNTY COMMISSION TOAPPROVE AND ACCEPT THE GUARANTEED MAXIMUM PRICE

PROPOSAL FOR THE CONSTRUCTION OF THE COUNTYALTERNATIVE SCHOOL IN THE RECENTLY ACQUIRED WATER

BONNET BUILDING

WHEREAS, the Robertson County Board of Education and Robertson County have taken actionto purchase the Water Bonnet building in the City of Springfield, Tennessee; and

WHEREAS, funds are available in the current year's approved Board ofEducation budget forthe renovation of the Water Bonnett Building; and

WHEREAS, all necessary plans have been made for the project to proceed; and

WHEREAS, the Board of Education has approved the submitted Guaranteed Maximum Price byHewlett-Spencer, LLC; and

WHEREAS, the total cost of the project will thus not exceed one million, five hundred thousanddollars ($1,Sgg,gg~, and

j \ l~tnq l ;),\5WHEREAS, said proposal has been approved by the County Budget Committee and the CountyEducation Committee, and time is of the essence in ensuring the completion of the project in atimely manner;

NOW, THEREFORE, BE IT RESOLVED by the Robertson County Commission,

meeting in regular session this the 24th day ofJanuary, 2011, as follows:

I. The Guaranteed Maximum Price for this project as submitted by the developer,

Hewlett-Spencer LLC is approved.

2. The County Mayor is hereby authorized and directed, with advise and consent of

the County Attorney, to execute all necessary and required legal documents for the approval of

these contracts in the normal course ofbusiness for the completion of this project.

Passed this the 24th day of January, 2011, to be effective on the date of its passage, the

.public welfare requiring it.

"7/ -t/(~Howard Bradley, County Mayov'

ATTEST:

HaleyBryant

II th Requested a Motion at: 7_1C30 PM7th Seconded the Motion at: 7_11_30 PM

RESOLUTION 012411002 A RESOLUTION OF THE ROBERTSON COUNTYCOMMISSION TO APPROVE AND ACCEPT THE GUARANTEED MAXIMUMPRICE PROPOSAL FOR THE CONSTRUCTION OF THE COUNTY ALTERNATIVESCHOOL IN THE RECENTLYACQUIRED WATER BONNET BUILDING.Time ofVote: L20_56 PMType of Vote: 50% Needed to Pass

Chair Bradley does not voteAdcock 5th voted: YBaggett 9th voted: YBowens 12th voted: YBryant 7th voted: YCouts 1st voted: YDiOrio 3rd voted: YDorris 8th voted: YDugger 5th voted: YEden 2nd voted: YFarmer 12th voted: YGarner 10th voted: YB. Gray 9th voted: YK. Gray 11th was absentGregory 3rd was absentHaley 11th voted: YJackson 1st voted: NJones 10th voted: YMacAfee 6th voted: YPolen 4th was absentRay 2nd voted: YSpears 4th voted: YStubblefield 8th voted: YVogle 7th voted: YWilson 6th voted: Y

Passed (20 Y - 1 N - 0 A - 3 Absent)Number of Abstain Votes: 0

RESOLUTION NO 012411003

ENERGY EFFICIENT SCHOOLS INITIATIVE LOAN AGREEMENT

WHEREFORE, the Robertson County Commission is the duly electedlegislative body of Robertson County Tennessee;

WHEREAS, the Robertson County Commission is charged with looking after thebest interest of the citizenry of Robertson County, Tennessee;

WHEREAS, it is in the best interest of the citizenry to provide good schools andgood places oflearning for the children and students of Robertson County, Tennessee;

WHEREAS, there is available to Robertson County, Tennessee an EnergyEfficient Schools Initiative loan agreement in accord with T.CA. § 49-17-101 et.seq;

WHEREAS, the school system has received a grant to pay for energyefficieritequipment at three schools;

WHEREAS, there is the chance to provide energy efficient equipment byreplacing an existing boiler at Greenbrier High School and selected HVAC units at bothGreenbrier High School and Springfield Middle School with energy efficient units andinstall energy efficient kitchen equipment at Greenbrier Elementary School;

WHEREFORE, the loan would be repaid over ten years at 0% interest in totalamount of $388,350.00 to finish the project of upgrading the equipment in the schoolsystem to more energy efficient equipment;

NOW, THEREFORE BE IT RESOLVED, that the Robertson County Commissionapproves the entering into of an Energy Efficient Schools Initiative loan agreement by theRobertson County School Board in the amount of $388,350.00 through the office of Stateand Local Finance as Loan Administrator under .C.A.. § 49-17-101 et. seq. to be paid tothe Energy Efficient Schools Council of the State of Tennessee at 0% interest to be paidover ten years in equal payments, and further authorizes and directs the County Mayor toexecute the proposed Energy Efficient Schools Initiative Loan Agreement on behalf ofthe County.

Passed this the 24th day ofJanuary, 2011, to be effective on the date of itspassage, the public welfare requiring it.

--y qt~Howard Bradley,Cou~/

Ab_:r<.ikb- - .. Clerk .~

ENERGY EFFICIENT SCHOOLS INITIATIVELOAN AGREEMENT

This Loan Agreement is made and entered into as of the _ day of ~~-:-:::-:-_---'2010, by and between the Energy Efficient Schools Council (the "Lender") and RobertsonCounty, Tennessee (the "Borrower") for the benefit of Robertson County School District toprovide for the financing ofall or a portion of a qualifying capital outlay project (the "Project").

ARTICLE IDefinitions

Section 1.01. Defined Terms. The following words, terms and phrases shall have thefollowing respective meanings:

"Act" means the Energy Efficient Schools Initiative (EESI) of 2008, Tennessee CodeAnnotated §§ 49-17-101 et seq., as amended from time to time.

"Authorized Borrower Representative" means any Person from time to time authorized toact on behalf of a Borrower pursuant to the Charter, or ordinance or resolution of the governingbody of such Borrower, a copy of which is filed with the Lender, to perform such act or executesuch document on behalf of the Borrower pursuant to a certificate signed by the Personexecuting this Loan Agreement or his successor in office and giving the name and specimensignature of the Person or Persons so designated

"Borrower" means Robertson County, Tennessee.

"Borrower Request", "Borrower Order" and "Borrower Consent" means, respectively, awritten request, order or consent signed by an Authorized Borrower Representative and deliveredto the Authority.

"Business Day" means any day other than (a) a Saturday or Sunday, (b) a day on whichbanking institutions located in the State are required or authorized by law or executive order toclose, or (c) a day on which the New York Stock Exchange is closed.

"Cost" or "Cost ofthe Project" means the following:

(a) The cost of improving, equipping, and repamng the Project, or anycombination of such purposes, and demolishing structures on the Project sites;

(b) The cost of labor, materials, machinery and equipment as payable tocontractors, builders and materialmen in connection with the Project;

(c) Governmental charges levied or assessed during equipping of the Projectsor upon any property acquired therefor, and premiums on insurance in connection with theProjects during construction;

(d) Fees and expenses of architects and engineers for estimates, surveys andother preliminary investigations, environmental tests, soil borings, appraisals, preparation ofplans, drawings and specifications and supervision of the Project properly chargeable to theProject, as well as for the performance of all other duties ofarchitects and engineers in relation tothe construction and installation of the Project;

(e) Expenses of administration, supervision and inspection properlychargeable to the acquisition and construction of Project, including the fees of the Borrowerrelating to the design, construction and equipping of the Project and all other items of expense,not elsewhere specified herein, incident to the construction, installation and placing in operationof the Project; and

(f) Any other cost of the Project permitted to be financed by the Lenderpursuant to the Act.

"Date of Disbursement" means the date funds are disbursed by the Lender to theBorrower, by check or wire, whether or not the Borrower receives them on that date.

"Event of Default" means any event defined in Section 6.01 hereof.

"Fund" means the energy efficient schools council fund established as a separate accountin the State treasury.

"Lender" means the twelve (12) member energy efficient schools council established bythe Act.

"Loan" means the loan made by the Lender to the Borrower pursuant to this LoanAgreement as described in Section 3.01 hereof.

"Loan Administrator" means initially the Office of State and Local Finance, which willperform certain functions in administering this Loan as requested from time to time by theLender, or any successor Loan Administrator.

"Loan Agreement" means this Loan Agreement as it now exists and as it may thereafterbe amended.

"Loan Repayments" means the payments on account of principal of and interest on theLoan and any and all other amounts payable by the Borrower hereunder.

"Loan Repayment Dates" means: (i) with respect to Loan Repayments attributable toany payment of principal and interest monthly on the first day of the month, and continuing onthe first day of each month thereafter until the Loan is paid in full, or if such day is not aBusiness Day, then on the next preceding Business Day and as more fully described on Exhibit

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D attached hereto; and (ii) with respect to all other Loan Repayments, at any time on demand bythe Authority.

"Person" means any individual, corporation, partnership, limited partnership, jointventure, association, joint-stock company, trust, unincorporated association, limited liabilitycorporation or partnership, or government or any agency or subdivision thereof, or other legalentity or group of entities.

"Project" or "Projects" means the construction, rehabilitation or repair of public schoolfacilities, and equipment for public school facilities as described in Exhibit C hereto. Exhibit Cshall be amended automatically, and without further action required by the Borrower, to conformExhibit C to any additional project that is approved by the Lender. Where more than oneProject is being financed, Project applies to each Project individually or collectively, as thecontext requires.

"State" means the State of Tennessee.

Section 1.02. Interoretation. Words of the masculine gender shall be deemed andconstrued to include correlative words of the feminine and neuter genders. The word "person"shall include the plural as well as the singular number unless the context shall otherwise indicate;the word "person" also shall include corporations, associations, natural persons and public bodiesunless the context shall otherwise indicate.

ARTICLE 2Project

Section 2.01. Description. Description. [Provide a brief project description]. Attachproposal submitted to Lender for approval.

Section 2.02. Funding. The Project is to be funded as follows:

Loan from the Fund

EESI Grant

TOTAL

$388,350

$ 62,700

$451,050

ARTICLE 3

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The Loan

Section 3.01. Loan. The Lender hereby agrees to lend and advance to the Borrower andthe Borrower hereby agrees to borrow and accept from the Lender, the Loan in the principalamount of $388,350 for a term of zero percent (0%) for ten (10) years. The Lender shalldisburse the proceeds of the Loan to the Borrower from amounts on deposit in the Fund. TheLoan shall bear interest at the rate established by the Lender at its meeting at which this Loanwas approved; such interest rate is stated on the repayment schedule attached hereto as ExhibitD. Amounts disbursed during construction shall bear interest at such rate, and such interest shallaccrue and be added to principal for the periods from the Dates of Disbursement through the firstLoan Repayment Date.

Section 3.02. Use of Proceeds by the Borrower. The Borrower will use the funds lent toit by the Authority pursuant to Section 3.01 hereof solely to pay the Costs of the Project.

Section 3.03. Disbursements of Loan Proceeds. The Lender shall disburse funds fromthe Fund only upon receipt of a requisition, appropriately completed and signed by anAuthorized Borrower Representative in the form attached hereto as Exhibit A. Each request bythe Borrower for disbursement shall constitute a certification by the Borrower that allrepresentations made by the Borrower in this Loan Agreement remain true as of the date of therequest and that no material adverse developments affecting the financial condition of theBorrower or its ability to complete the Project or repay the Loan have occurred since the date ofthis Loan Agreement unless specifically disclosed in writing by the Borrower with the request ofdisbursement. Proper invoices and other documentation reasonably required by and acceptableto the Lender must be submitted with each request for disbursement. The Lender may conductaudits or request documentation to determine the cost incurred by the Borrower for the Project.No more than ninety (90%) percent of the Loan shall be disbursed to the Borrower prior to thetime the Project has been completed and approved by the Lender. After approval by the Lender,the remaining ten (10%) percent of the Loan will be disbursed to the Borrower.

Section 3.04. Completion of the Projects. When requesting final payment from theFund, the Borrower shall cause to be submitted the requisition required by Section 3.03 hereofand a certificate signed by an Authorized Borrower Representative in the form attached hereto asExhibit B. Said certificate shall state that no further funds will be withdrawn from the Fund topay the Cost of the Project. The Lender does not make any warranty, either express or implied,that the moneys which, under provisions of this Loan Agreement, will be available for paymentof the Costs of the Project, will be sufficient to pay all of the Costs of the Project.

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ARTICLE 4Payment Obligations of Borrower

Section 4.01. Loan Repayments. The Borrower agrees to pay to the Lender all LoanRepayments on each Loan Repayment Date, in the amounts and in the manner hereinafterprovided. The repayment schedule requires payments of principal and interest to begin on thefirst Loan Repayment Date following the passage of sixty (60) days after the Project iscompleted. The repayment schedule initially attached hereto as Exhibit D is based on certainassumptions regarding disbursed principal amounts, the completion date and zero accruedinterest. After the completion of the Project and prior to the first Loan Repayment Date.thereafter, the Lender will furnish the Borrower a revised repayment schedule reflecting theactual principal amount disbursed together with the accrued interest thereon and the actual LoanRepayment Dates. This revised repayment schedule is to be substituted for the one initiallyattached hereto as Exhibit D and shall be conclusive absent manifest error. The revisedrepayment schedule shall not constitute an amendment of this Loan Agreement requiringapproval by the parties hereto.

Section 4.02. Time and Manner of Payment. Except as provided in Section 4.05 hereof,the Borrower agrees to make each Loan Repayment directly to the Loan Administrator on orbefore each Loan Repayment Date in lawful money of the United States of America byelectronic funds transfer of immediately available funds in accordance with instructions suppliedfrom time to time by the Lender or the Loan Administrator.

Section 4.03. Payments; Obligation of Borrower Unconditional. The obligation of theBorrower to make payments hereunder and to perform and observe all other covenants,conditions and agreements hereunder shall be absolute and unconditional until payment of allBorrower obligations hereunder, irrespective of any defense or any rights of setoff, recoupmentor counterclaim which the Borrower might otherwise have against the Lender. Until payment ofall Borrower obligations hereunder, the Borrower shall not suspend or discontinue any suchpayment hereunder or fail to observe and perform any of their other covenants, conditions andagreements hereunder for any cause, including without limitation failure of consideration, failureof title to any part of all of the Projects, or commercial frustration of purpose, or any damages toor destruction or condemnation of all or any part of the Projects, or any change in the tax or otherlaws of the United States of America, the State of Tennessee or any political subdivision ofeither, or any failure of the Lender to observe and perform any covenant, condition or agreement,whether express or implied, or any duty, liability or obligation arising out of or in connectionwith any document in connection with the financing of the Project. Nothing contained in thisSection, however, shall be construed to release the Lender from the performance of any of itsobligations hereunder or under any documents related hereto.

Section 4.04. Reduction of Principal. The Loan will be reduced, and a new repaymentschedule shall be provided to the Borrower as provided in Section 4.01, if less than the fullamount of the Loan is disbursed to the Borrower.

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Section 4.05. Prepayment. The Borrower may prepay all or any portion of the Loan andany accrued interest thereon at any time without penalty.

ARTICLESRepresentations and Covenants of Borrower

The Borrower makes the following representations and covenants, in addition to thoseelsewhere set forth herein, as the basis for the undertakings on the part of the Lender containedherein:

(a) The Borrower is a municipal corporation or political subdivision, asappropriate, duly created and existing under the laws of the State of Tennessee, and has full legalright, power and authority (i) to conduct its business and own its properties, (ii) to enter into thisLoan Agreement, and (iii) to carry out and consummate all other transactions contemplated bythis Loan Agreement.

(b) With respect to the authorization, execution and delivery of this LoanAgreement, the Borrower has complied and will comply with all applicable laws of the State ofTennessee.

(c) The Borrower has duly approved the execution and delivery of this LoanAgreement and has authorized the taking of any and all action as may be required on the part ofthe Borrower to carry out, give effect to and consummate the transactions contemplated by thisLoan Agreement.

(d) This Loan Agreement has been duly authorized, executed and delivered bythe Borrower and, assuming due authorization, execution and delivery by the Lender, willconstitute a legal, valid and binding obligation of the Borrower enforceable in accordance withits terms, subject to bankruptcy, insolvency, moratorium, reorganization or other similar lawsaffecting the enforcement of creditors' rights generally or by such principles of equity as thecourt having jurisdiction may impose with respect to certain remedies which require or mayrequire enforcement by a court of equity and no other authorization is required. .

(e) There is no action, suit, proceedings, inquiry on investigation, at law or inequity, before or by any court, public board or body, pending or, to the knowledge of theBorrower, threatened against the Borrower, nor is there any basis therefor, (i) affecting thecreation, organization or existence of the Borrower or the title of its officers to their respectiveoffices, (ii) seeking to prohibit, restrain or enjoin the execution or delivery of this LoanAgreement or (iii) in any way contesting or affecting the validity or enforceability of this LoanAgreement or any agreement or instrument relating to any of the foregoing or used orcontemplated for use in the consummation of the transactions contemplated by any of theforegoing.

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(f) The Borrower is not in any material respect in breach of or in defaultunder any applicable law or administrative regulation of the State or the United States ofAmerica or any applicable judgment or decree or any agreement or other instrument to which theBorrower is a party or by which it or any of its properties is bound, and no event has occurredwhich with the passage of time, the giving of notice or both would constitute such a breach ordefault; and the execution and delivery of this Loan Agreement and compliance with therespective provisions thereof will not conflict with or constitute a breach of or default under anyapplicable law or administrative regulation of the State or of the United States of America or anyapplicable judgment or decree or any agreement or other instrument to which the Borrower is aparty or by which it or any of its property is bound.

(g) The Borrower is not in default under any loan agreement, note, bond,mortgage or other instrument evidencing or securing indebtedness.

(h) All information provided to the Lender in this Loan Agreement or in anyother document or instrument with respect to the Loan, this Loan Agreement or the Project, wasat the time provided, and is now, true, correct and complete, and such information does not omitto state any material fact necessary to make the statements therein, in light of the circumstancesunder which they were made, not misleading.

(i) The Borrower covenants to complete the Project in a timely fashion inaccordance with the project schedule provided to the Lender and to comply with all applicableState statutes, rules, and regulations pertaining to this Loan Agreement and the Project as well aswith any conditions that may have been established by the Lender when it approved this Loan.

(j) The Borrowercovenants to establish and maintain adequate financial recordsfor the Project in accordance with generally accepted government accounting principles; to allowfor an audit by the State of financial records and transactions covering any fiscal year for which aProject Loan has been approved and not yet repaid in full.

ARTICLE 6Events of Default

Section 6.01. Events ofDefault. An Event of Default shall occur hereunder if anyone ormore ofthe following events shall happen:

(a) the payments required by Sections 4.01 through 4.04 are not paidpunctually when due;

(b) default shall be made by the Borrower in the due performance of orcompliance with any of the terms hereof, other than those referred to in the foregoing subdivision(a), and such default shall continue for sixty (60) days after the Lender shall have given theBorrower written notice of such default (or in the case of any such default which cannot with duediligence be cured within such 60-day period, if the Borrower shall fail to proceed promptly to

7

commence curing the same and thereafter prosecute the curing of such default with duediligence, it being intended in connection with any such default not susceptible of being curedwith due diligence within the 60 days that the time to cure the same shall be extended for suchperiod as may be reasonably necessary to complete the curing of the same with all duediligence);

(c) the Borrower shall file a voluntary petition in bankruptcy, or shall beadjudicated a bankrupt or insolvent, or shall file any petition or answer seeking anyreorganization, composition, readjustment, liquidation or similar relief for itself under anypresent or future statute, law or regulation, or shall seek or consent to or acquiesce in theappointment of any trustee, receiver or liquidator of the Borrower or of all or any substantial partof its properties or of the Projects or shall make any general assignment for the benefit ofcreditors, or shall admit in writing its inability to pay its debts generally as they become due; or

(d) a petition shall be filed against the Borrower seeking any reorganization,composition, readjustment, liquidation or similar relief under any present or future statute, law orregulation and shall remain undismissed or unstayed for an aggregate of 90 days (whether or notconsecutive), or if any trustee, receiver or liquidator of the Borrower or of all or any substantialpart of its properties or of the Projects shall be appointed without the consent or acquiescence ofthe Borrower and such appointment shall remain unvacated or unstayed for an aggregate of 90days (whether or not consecutive).

Section 6.02. Remedies. Upon the continuing occurrence of an Event of Default,regardless of the pendency of any proceeding which has or might have the effect of preventingthe Borrower from complying with the terms of this Loan Agreement, the Lender, or any otherPerson who has succeeded to the rights of the Lender hereunder, at any time thereafter and whilesuch Event of Default shall continue, may, at its option, take any action at law or in equity tocollect amounts then due and thereafter to become due hereunder, including without limitationdeclaring the unpaid principal and interest to be immediately due and payable, or to enforceperformance and observance of any obligation, agreement or covenant of the Borrower underthis Loan Agreement.

ARTICLE 7Conditions Precedent to Loan

Section 7.01. Borrower's Certificate. Prior to execution of the Loan Agreement by theLender, the Borrower shall have furnished to the Lender, in form and substance satisfactory tothe Lender, a certificate of the Borrower certifying the resolution authorizing the Borrower toenter into this Loan Agreement.

Section 7.02. Attorney's Opinion. Prior to execution of the Loan Agreement by theLender, the Borrower also shall have furnished to the Lender, in form and substance satisfactoryto the Lender, an opinion of Borrower's counsel to the effect that: (1) the Borrower has beenduly created and is validly existing and has full power and authority (under its Charter and By­Laws or general law, if applicable, and other applicable statutes) to enter into and carry out theterms of this Loan Agreement; (2) this Loan Agreement is duly executed and constitutes a valid

8

and binding contract of the Borrower, enforceable in accordance with its terms except as theenforceability thereof may be limited by bankruptcy, reorganization, insolvency, moratorium, orsimilar laws affecting the enforcement of creditors' rights generally; (3) this Loan Agreement isnot in conflict in any material way with any contracts or ordinances of the Borrower; and (4)there is no litigation materially adversely affecting this Agreement or the financial condition ofthe Borrower.

ARTICLE 8Miscellaneous

Section 8.0I. Waiver of Statutory Rights. The rights and remedies of the Lender and theBorrower under this Loan Agreement shall not be adversely affected by any laws, ordinances, orregulations, whether federal, state, county, city, municipal or otherwise, which may be enacted orbecome effective from and after the date of this Loan Agreement affecting or regulating orattempting to affect or regulate any amounts payable hereunder.

Section 8.02. Non-Waiver by Lender. No failure by Lender or by any assignee to insistupon the strict performance of any term hereof or to exercise any right, power or remedyconsequent upon a breach thereof, and no acceptance of any payment hereunder, in full or inpart, during the continuance of such breach, shall constitute waiver of such breach or of suchterm. No waiver of any breach shall affect or alter this Loan Agreement or constitute a waiver ofa then existing or subsequent breach.

Section 8.03. Remedies Cumulative. Each right, power and remedy of Lender providedfor in this Loan Agreement shall be cumulative and concurrent and shall be in addition to everyother right, power or remedy provided for in this Loan Agreement, or now or hereafter existingat law or in equity or by statute or otherwise, in any jurisdiction where such rights, powers orremedies are sought to be enforced, and the exercise or beginning of the exercise by the Lenderof anyone or more of the rights, powers or remedies provided for in this Loan Agreement ornow or hereafter existing at law or in equity or by statute, or otherwise shall not preclude thesimultaneous or later exercise by the Lender of any or all such other rights, powers or remedies.

Section 8.04. Amendments, Changes and Modification. This Loan Agreement may notbe effectively amended, changed, modified, altered or terminated without the written agreementof each of the parties hereto, provided, however, that changes by the Lender to the repaymentschedule attached hereto as Exhibit D after completion of construction as provided in Section4.01 shall not be deemed an amendment, change or modification or alteration hereof.

Section 8.05. Applicable Law - Entire Understanding. This Loan Agreement shall begoverned exclusively by the applicable laws of the State of Tennessee. This Loan Agreementexpresses the entire understanding and all agreements of the parties hereto with each other andneither party hereto has made or shall be bound by any agreement or any representation to theother party which is not expressly set forth in this Loan Agreement.

9

Section 8.06. Severability. In the event that any clause or provision of this LoanAgreement shall be held to be invalid by any court of competent jurisdiction, the invalidity ofsuch clause or provisions shall not affect any of the remaining provisions of such instrument.

Section 8.07. Notices and Demands. All notices, certificates, demands, requests,consents, approvals and other similar instruments under this Loan Agreement shall be in writing,and shall be deemed to have been properly given and received if sent by United States certifiedor registered mail, postage prepaid, (a) if to the Borrower, addressed to the Borrower, at, HowardBradley, Robertson County Mayor, Room 108 Court House, 501 South Main, Springfield, TN,37172, or (b) if to the Lender, Energy Efficient Schools Initiative, Andrew Johnson Tower - 12th

Floor, 710 James Robertson Parkway, Nashville, TN 37243, ATTN: Executive Director, with acopy to Office of State and Local Finance, 1600 James K. Polk Office Building, 505 DeaderickStreet, Nashville, Tennessee 37243-0273, or at such other addresses as any addressee from timeto time may have designated by written notice to the other addressees named above.

Section 8.08. Headings and References. The headings in this Loan Agreement are forthe convenience of reference only and shall not define or limit the provisions thereof. Allreferences in this Loan Agreement to particular Articles or Sections are references to Articles orSections of this Loan Agreement, unless otherwise indicated.

Section 8.09. Successors and Assigns. The terms and provisions of this Loan Agreementshall be binding upon and inure to the benefit of the parties hereto and their respective successorsand permitted assigns.

Section 8.10. Multiple Counterparts. This Loan Agreement may be executed in multiplecounterparts, each of which shall be an original but all of which together shall constitute but oneand the same instrument.

Section 8.11. No Liability of Lender's and Borrower's Officers. No recourse under orupon any obligation, covenant or agreement contained in this Loan Agreement shall be hadagainst any incorporator, member, director or officer, as such, past, present or future, of theLender or the Borrower, either directly or through the Lender or the Borrower. Any and allpersonal liability of every nature, whether at common law or in equity, or by statute or byconstitution or otherwise, of any such incorporator, member, director or officer is herebyexpressly waived and released by the Borrower and the Lender against the other's incorporators,members, directors or officers as a condition of and consideration for the execution of this LoanAgreement.

Section 8. 12. Loan Administrator. Any function required or permitted to be performedhereunder by the Lender may, in the Lender's sole determination and upon notice to theBorrower, be performed by the Loan Administrator. After such notice to the Borrower, theBorrower shall deal solely with the Loan Administrator with respect to such matters.

10

IN WITNESS WHEREOF, the parties to this Agreement have caused the Agreement to beexecuted by their respective duly authorized representatives.

BORROWER

ROBERTSON COUNTY

BY:TITLE:DATE:

__________________ (Signature)

LENDER:

ENERGY EFFICIENT SCHOOLS COUNCIL

BY:TITLE:DATE:

_________________(Signature)

11

EXHIBIT A

REQUISITION

REQUISITION NO. __

Energy Efficient Schools Council

The undersigned, being an Authorized Borrower Representative within the meaning of that termas set forth in a loan agreement (the "Loan Agreement"), dated ,2010, by andbetween the Energy Efficient Schools Council and Robertson County, Tennessee (the"Borrower"), submits this Requisition on behalf of the Borrower pursuant to Section 3.03 of theLoan Agreement, as follows:

1. Borrower hereby requests disbursement to the Borrower pursuant to the LoanAgreement of $ .

2. All amounts advanced hereunder will be used to pay Cost of the Project, asdefined in the Loan Agreement.

3. The amounts requested hereunder have not been the subject of a previous requestfor disbursement of funds.

4. The subject of this request is a proper Costs of the Project, as described in theLoan Agreement.

5. The amount requested should be wired to:

Bank: _

ABA Number:Account Name: _Account Number: _

It is understood that your duties will be discharged with respect to the disbursementrequested hereunder ifpayment is made as provided herein.

IN WITNESS WHEREOF, the undersigned has hereunto set his (her) hand, this __day of ,

ROBERTSON COUNTY, TENNESSEEName:

Title: _

Funding Date: , , __.

(Office Confirm)(FAX)

After execution, fax the Requisition as follows.

Energy Efficient Schools InitiativeAttn:RonGraham(615) 532-9643(615) 532-5942

13

EXHIBITB

COMPLETION CERTIFICATE

The undersigned, being an Authorized Borrower Representative within the meaning ofthat LoanAgreement ("Loan Agreement"), dated , 20 I0, by and between the EnergyEfficient Schools Council and Robertson County, Tennessee (the "Borrower"), submits thisCompletion Certificate on behalf of the Borrower pursuant to Section 3.04 of the LoanAgreement, as follows:

I. No additional advances of funds under the Loan Agreement will be requestedfrom the Trustee, and no additional Requisitions for disbursement of funds will be presented tothe Trustee;

2. The Project or Projects to be financed with the proceeds of the Loan under theLoan Agreement have been completed or sufficient funds are available to complete the Project orProjects to the satisfaction of the Borrower; and

Notwithstanding the foregoing, this Certificate is given without prejudice to any rightsagainst third parties which exist as of the date hereof or which may subsequently come intobeing.

IN WITNESS WHEREOF, the undersigned has hereunto set his (her) hand this __day of .

ROBERTSON COUNTY, TENNESSEEName: ----------Title: _

14

EXHIBITC

DESCRIPTION OF PROJECT

Replace an existing boiler at Greenbriar High School and selected HVAC units at bothGreenbriar High School and Springfield Middle School with energy efficient units and installenergy efficient kitchen equipment at Greenbriar Elementary School.

15

RobertsonCounty

PRINCIPAL

RATE OF INTEREST

MONTHS

MONTHLYPAYMENTS

TOTALINTEREST

TOTALPAYMENTS

$

$

$

$

EXHIBITD

REPAYMENT SCHEDULE

388,350

0.00"10

120

3,236 •

388,350

Loan No. 740-001

TOTALBEGINNING PRINCIPAL INTEREST DEBTSERVICE ENDINGPRINCIPAL REQUIREMENT REQUIREMENT REQUIREMENT PRINCIPAL

PERIOD BALANCE (PERMONTH) (PERMONTH) (pERMONTH) BALANCE-----------~- -----------.- .----.------- ----------- .------------ -----~------

Payment 1 •• TO Payment 12 $ 388,350 $ 3,236 $ $ 3,236 $ 349,518Payment 13 TO Payment 24 349,518 3,236 3,236 310,686Payment 25 TO Payment 36 310,686 3,236 3,236 271,854Payment 37 TO Payment 48 271,854 3,236 3,236 233,022Payment 49 TO Payment 60 233,022 3,236 3,236 194,190Payment 61 TO Payment 72 194,190 3,236 3,236 155,358Payment 73 TO Payment 84 155,358 3,236 3,236 116,526Payment 85 TO Payment 96 116,526 3,236 3,236 77,694Payment 97 TO Payment 108 77,694 3,236 3,236 38,862Payment 109 TO Payment 119 38,862 3,236 3,236 3,266

FinalPayment 3,266 3,266 3,266---------------------.-- .-------.------------._---- ._---------------------

Total $ 388,350 $ $ 388,350

• Please note that the finalpayment may differ slightly fromthe regularly scheduled monthly payment.

** Date to be determined upon completion ofproject.

16

HaleyDiOrio

II th Requested a Motion at: 7_21_10 PM3rd Seconded the Motion at: 7_2LlO PM

RESOLUTION 012411003 ENERGY EFFICIENT SCHOOLS INITIATIVE LOANAGREEMENTTime of Vote: 7_23_58 PMType of Vote: 50% Needed to Pass

Chair Bradley does not voteAdcock 5th voted: YBaggett 9th voted: YBowens 12th voted: YBryant 7th voted: YCouts 1st voted: YDiOrio 3rd voted: YDorris 8th voted: YDugger 5th voted: YEden 2nd voted: YFarmer 12th voted: YGarner 10th voted: YB. Gray 9th voted: YK. Gray 11th was absentGregory 3rd was absentHaley 11th voted: YJackson 1st voted: YJones 10th voted: YMacAfee 6th voted: YPolen 4th was absentRay 2nd voted: YSpears 4th voted: YStubblefield 8th voted: YVog1e 7th voted: YWilson 6th voted: Y

Passed (21 Y - 0 N - 0 A - 3 Absent)Number of Abstain Votes: 0

RESOLUTION NO. 012411004

REGARDING A FINANCING AGREEMENT FOR THE PURPOSE OFROBERTSON COUNTY SCHOOLS PROCURRING AN

"ENERGYCONSERVATION PROJECT".

~

Duly passed and approved this 24tl1 day of January, 2011

Howard Bradley, County Mayor

ATTEST:

Susan K. Atchley, County Clerk

County Commissioner

RESOLUTION 012411005

We, the below-signed sitting Commission ofRobertson County, in consideration of our great Biblicalhistory of Tennessee, Both in our Tennessee Constitutionand devotional activities in our heritage., herbyacknowledge the importance of the Ten Commandments ofAlmighty God and wish to go on record in support of thisMagnificent Document and state that we will defend ourright to its display to the limit of our ability, against allenemies, domestic and foreign, public and private.

In the enacting of this Resolution, we hereby petitionthe God of Heaven to preserve the peace which He has sograciously extended to us by our ancient acknowledgementof the Ten Commandments and beg His continuedprotection and alleviation of ills which corne to those whoforget Him and His Law.

This the 24th day of January 2011.

Howard Bradley, County

-~~~~

County Commissioner

Susan K. 4tc;;.h@Y(CountyClerkY!:)'0}'

RESOLUTION NO. 012411006

A RESOLUTION AMENDING THE BUDGET OF ROBERTSON COUNTY, TENNESSEEFOR THE FISCAL YEAR ENDING JUNE 30, 2011

Be it resolved by the Board of Commissioners of Robertson County that the budget of RobertsonCounty for the fiscal year ending June 30, 2011 is hereby amended as follows:

NAME OFFUND I DEPARTMENT

General Fund -101Revenue AmendmentsNoneTotal Revenue Amendment

ACCOUNTDESCRIPTION

None

ACCOUNT INCREASENUMBER (DECREASE)

oo

Expense AmendmentsCircuit Court ClerkCircuit Court ClerkCircuit Court ClerkCircuit Court ClerkJuvenile CourtJuvenile CourtJuvenile CourtJuvenile CourtTotal Expense Amendment

Total Fund Balance Amendment

Clerical PersonnelSocial Security TaxState RetirementMedicare TaxClerical PersonnelSocial Security TaxState RetirementMedicare Tax

53100-16253100-20153100-20453100-21253500-162

·53500-20153500-20453500-212

(13,300)(825)(861)(193)

13,300825861193

o

o

Duly passed and approved this 24th day of January, 2011.

ATTEST:

t~~.~b.County Clerk ~

'7<1 4~~CountyMa~

RayVogle

2nd Requested a Motion at: L25_35 PM7th Seconded the Motion at: 7_25_35 PM

RESOLUTION 012411006 A RESOLUTION AMENDING THE BUDGET OFROBERTSON COUNTY, TENNESSEE FOR THE FISCAL YEAR ENDING JUNE 30,2011

Time ofVote: 7_26_20 PMType of Vote: 50% Needed to Pass

Chair Bradley does not voteAdcock 5th voted: YBaggett 9th voted: YBowens 12th voted: yBryant 7th voted: YCouts 1st voted: yDiOrio 3rd voted: yDorris 8th voted: yDugger 5th voted: yEden 2nd voted: YFarmer 12th voted: yGarner 10th voted: yB. Gray 9th voted: yK. Gray 11th was absentGregory 3rd was absentHaley 11th voted: yJackson 1st voted: yJones lOth voted: yMacAfee 6th voted: YPolen 4th was absentRay 2nd voted: ySpears 4th voted: yStubblefield 8th voted: yVogle 7th voted: yWilson 6th voted: y

Passed (21 Y - 0 N - 0 A - 3 Absent)Number ofAbstain Votes: 0