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A resolution approving an intergovernmental agreement between the Metropolitan Government of Nashville and Davidson County and the East Bank Development Authority (Proposal No. 2025M-012AG-001).
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WHEREAS, pursuant to BL2024-428, the Metropolitan Council adopted and ratified Chapter 68 of the Private Acts of 2024, establishing the East Bank Develoopment Authority and providing for its duties and powers; and,
WHEREAS, BL2024-428 contemplated that the East Bank Development Authority would administer multiple agreements relating to the development of portions of the existing Nissan Stadium Campus, oversee the design and construction of vital public infrastructure throughout the East Bank, and coordinate public and private projects so as to ensure the East Bank’s development is consistent with the community’s vision for it; and,
WHEREAS, pursuant to the terms of the agreement (the “Intergovernmental Agreement”) attached to this Resolution as Exhibit 1, the East Bank Development Authority proposes to undertake the duties and responsibilities contemplated in BL2024-428; and,
WHEREAS, consistent with BL2024-428, the Intergovernmental Agreement provides for the conveyance by the Metropolitan Government to the East Bank Development Authority of approximately 30 acres (the “Initial Development Area”) of real property comprising part of the Nissan Stadium Campus; the assignment of various contracts relating to the development of the Initial Development Area, and the operation of the broader Nissan Stadium campus; the assignment of multiple contracts for engineering work relating to the planning and design of infrastructure throughout the East Bank; and the transfer of funding for the East Bank Development Authority’s use in performing the obligations created by those contracts; and,
WHEREAS, approval of the Intergovernmental Agreement would benefit the citizens of Nashville and Davidson County.
NOW, THEREFORE BE IT RESOLVED BY THE COUNCIL OF THE METROPOLITAN GOVERNMENT OF NASHVILLE AND DAVIDSON COUNTY:
Section 1. That the Intergovernmental Agreement (Exhibit 1) is hereby approved, and its execution by the appropriate Metropolitan Government officers is authorized.
Section 2. Any amendments, renewals, or extension of the terms of the Intergovernmental Agreement may be approved by resolution of the Metropolitan Council.
Section 3. That this resolution shall take effect from and after its adoption, the welfare of The Metropolitan Government of Nashville and Davidson County requiring it.
Agenda Analysis
Analysis
This resolution approves an intergovernmental agreement between the Metropolitan Government (“Metro”) and the East Bank Development Authority (“Authority”).
Ordinance No. BL2024-428 formally approved, ratified, and adopted Chapter 68 of the Private Acts of 2024, which authorized the establishment of the East Bank Development Authority. The intergovernmental agreement under consideration further outlines the rights and responsibilities of Metro and the Authority.
Real Property Rights
The agreement provides that Metro will convey the property known as the IDA Land and the property known as Plaza Land, as shown on Exhibit A to the agreement, via quitclaim deed to the Authority. Metro also agrees to take all steps necessary to obtain fee title to the site of the existing Nissan Stadium from the Sports Authority and, once obtained, will convey this property via quitclaim deed to the Authority. Additional property may be conveyed to the Authority and the Authority may acquire additional real property interests upon approval of the Council and the Board of Directors of the Authority. If the Authority acquires additional real property interests, it must execute, deliver, and record an option agreement by which Metro would be able to acquire the property rights at a nominal price upon the termination of this intergovernmental agreement.
Contractual Rights
The agreement further provides that Metro will assign to the Authority Metro’s right, title, and interest in certain contracts listed below, which are also attached to the contract as Exhibit D:
• HDR #6549826: Program Management for the Implementation of the East Bank Vision Plan between Planning and HDR Engineering Inc. dated 10/25/23
• KHA #6553742: Civil Engineering Firm ‐ East Bank Vision Plan between Planning and Kimley Horn and Associates Inc. dated 12/10/23
• AECOM#6564902: East Bank North/South Multi-Modal Boulevard between NDOT and AECOM Technical Services, Inc dated 8/20/24
• Master Development Agreement between Metro and TFC Nashville Development LLC (“TFC”), dated as of 11/13/24
• Campus Operations and Use Agreement, dated as of 11/13/24, among Metro, TFC and Tennessee Stadium, LLC (“StadCo”)
• Parking Agreement, dated as of 11/13/24, between Metro and StadCo
• First Amended and Restated Site Coordination Agreement, dated as of 11/13/24, between Metro and StadCo
• Declaration of Easements, Restrictions and Covenants for Parcel B, the Stadium Plaza, Parcel C, East Bank, dated as of 11/13/24
Metro may assign additional contracts to the Authority upon approval of the Council and the Board of Directors of the Authority. Upon the termination of this agreement, the Authority must assign all contracts to which it is a party to Metro.
Capital Spending Plan Funding
Certain unspent capital spending plan funding that has been previously approved for projects within the East Bank boundaries would be granted or otherwise made available to the Authority. Future capital spending plan funding related to public works projects within the East Bank boundaries would also be granted or otherwise made available to the Authority, unless otherwise expressly designated by the Council. The Authority must apply the funding to the applicable public works projects and coordinate with the Department of Finance to document the application of the funds.
Transition of Designated Metropolitan Government Employees
The appropriate Metro officers and departments will take necessary steps to transition those existing Metro employees identified by the Mayor and the Board of Directors of the Authority to the control of the Authority. The employees’ existing benefits will be preserved and continued under Metro’s employee benefits programs.
General Responsibilities of the Authority
The Authority will be responsible for developing and facilitating the development of the East Bank. Responsibilities of the Authority include providing assistance to the Planning Department regarding East Bank planning matters, coordinating the acquisition and installation of public infrastructure, administering tax increment financing districts or special assessment districts subject to the approval of the Council, administering real property and contractual agreements in which the Authority has an interest, coordinating the development of affordable housing projects, among other responsibilities.
The agreement specifically acknowledges that it does not empower the Authority to exercise zoning powers or construction permitting powers, operate any utility system, or exercise eminent domain.
The Authority is authorized to hire employees necessary to conduct its operations, procure office space, and incur necessary operating expenses.
The Authority must submit an annual audit and report of its business affairs and transactions to the Council.
Disposition of Revenues
The agreement outlines how rent, use, and other payments made to the Authority must be used. First, revenue must be used for the payment of operating expenses. Second, any excess revenue must be used to (i) establish an operating reserve for the Authority, which cannot exceed 100% of the operating expenses of the Authority for the prior year and (ii) reimburse Metro for its payment of the operating expenses of the Authority. Third, any excess revenue must be remitted to Metro’s General Fund. This would not apply to moneys paid to or collected by the Authority related to tax increment, special assessment, or other incentive or program.
General Responsibilities of the Metropolitan Government
Metro must provide operating expenses for the Authority and provide services including human resources, information technology, legal, financial, and other administrative services until the Authority is positioned to fully provide for such services on its own behalf. Upon termination of this agreement, Metro will pay any and all expenses of the Authority necessary to wind up its affairs.
The term of the agreement will begin on the date it is executed and will continue until (i) termination of the agreement by the Council and Board of Directors of the Authority or (ii) if Metro or the Authority fail to perform or become unable to perform their obligations.
Future consents and approvals required under the agreement and any amendments, renewals, or extensions to the term of this intergovernmental agreement may be approved by resolution.