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A resolution establishing the Rivergate Infrastructure Development District.
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WHEREAS, Tennessee Code Annotated Sections 7-84-801 et seq. (the “Act”) authorizes The Metropolitan Government of Nashville and Davidson County (the “Metropolitan Government”), by resolution of the Metropolitan Council of the Metropolitan Government (the “Metropolitan Council”), to (i) establish a real estate infrastructure development district and (ii) levy a special assessment on the properties located within a district to provide funding for the costs associated with the funding and financing of the public infrastructure necessary to develop such district; and,
WHEREAS, the Act requires that the establishment of such a district must first be petitioned by the developer of the proposed district and the owners of each of the properties located within the district; and,
WHEREAS, Rivergate MP Holdings LLC, an Ohio limited liability company (the “Developer”), the owner of each parcel of property included within the boundaries of the infrastructure development district described herein (the “District”) has filed the petition attached hereto as Exhibit A (the “Petition”), requesting that the Metropolitan Council approve the establishment of the District and levy special assessments against the properties located therein for the purposes of financing the costs specified therein; and,
WHEREAS, as required by the Act, the Metropolitan Government has duly provided notice of and held a public hearing regarding the establishment of the District, at which all persons whose property may be affected thereby were provided an opportunity to protest against the creation of the District; and,
WHEREAS, the Metropolitan Council has determined that the establishment of the District in the manner described in the Petition is in the best interest of the Metropolitan Government.
NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE METROPOLITAN GOVERNMENT OF NASHVILLE AND DAVIDSON COUNTY:
Section 1. That the name of the real estate infrastructure development district established hereby (the “District”) is designated as the “Rivergate Infrastructure Development District”.
Section 2. That the Metropolitan Government is eligible under the Act and hereby elects to serve as the host municipality, as defined by the Act, of the District.
Section 3. That the boundaries of the District are hereby established as set forth in Exhibit B attached hereto.
Section 4. That the Developer is Rivergate MP Holdings LLC, an Ohio limited liability company located at 1222 Demonbreun St., Suite 1200, Nashville, TN 37203.
Section 5. That a special assessment (the “Assessment”) against the properties within the District shall be levied in a maximum amount equal to the sum of the costs described in Section 6 below, and shall be allocated to each parcel of real property within the District on the basis of the assessed value of the real property attributable to such parcel, relative to the total assessed value of the real property within the District. The foregoing shall be accomplished by levying annually on all taxable real property within the District an assessment at a rate not exceeding $0.99 per $100 of assessed value for a period of not more than thirty (30) years; provided that in no event shall the aggregate assessments exceed the sum of the amounts described in Section 6 below. Subject to the limits set forth in this Section 5, the Mayor shall establish the costs to be funded with the Assessment, the rate of the Assessment and such other matters as are described in Section 12 below.
Section 6. That the Assessment shall be used to fund:
a. Not to exceed $17,000,000 of Infrastructure Costs (as defined by the Act) incurred by the Developer in connection with its (1) acquiring, constructing, improving, widening, narrowing, closing, or rerouting of sidewalks or of streets, any other roadways, or their rights-of-way, including related landscaping, lighting, traffic control devices, screening walls and retaining walls; (2) acquisition, construction or improvement of off-street parking facilities; (3) acquisition, construction, or improvement of water, wastewater, or stormwater facilities or improvements; (4) acquiring the land within the boundaries of the district required to be donated, dedicated, or otherwise made available to a governmental entity for public purposes; (5) development of projects similar to those listed above that are Infrastructure under the Act; and (6) acquisition, by purchase or otherwise, of real property to be donated, dedicated, or otherwise made available to a governmental entity for public purposes (collectively, the “Authorized Improvements”);
b. payments of principal of and interest on the bonds described below (but not in duplication of the amount set forth in subsection (a), capitalized interest, debt service reserves, financing costs and costs of issuance related to the bonds described below; and
c. the Administrative Fee described below; and
d. any other costs permitted to be funded by the Act.
Section 7. That, as evidenced by the Assessment Methodology Report presented to the Metropolitan Council and attached hereto as Exhibit E, the Metropolitan Council finds that (a) the Authorized Improvements directly, uniquely, and specifically benefit the properties within the District, and without such Authorized Improvements, the parcels within the District could not be developed as proposed; and (b) the proposed method of Assessment apportionment described in Section 5 apportions such costs and expenses to each parcel within the District in a manner consistent with, and directly proportional to, the benefits received by such parcel as a result of the construction and installation of the Authorized Improvements.
Section 8. That the Assessment shall be levied, billed, and collected by the Metropolitan Government on an annual basis, at the same time and in the same manner as ad valorem property taxes.
Section 9. That an administrative fee (the “Administrative Fee”) not in excess of the sum of the following shall be withheld annually by the Metropolitan Government from the proceeds of the special assessment: (i) 5% of special assessments collected, the proceeds of which shall be used by the Metropolitan Government and The Industrial Development Board of the Metropolitan Government of Nashville and Davidson County (the “Board”) to defray the expenses of administering the District, exclusive of third-party special assessment administrative fees, plus (ii) an amount sufficient to pay third-party special assessment administrative fees.
Section 10. That the officers of the Metropolitan Government are hereby authorized and directed to take all steps necessary to administer the District in accordance with the requirements of the Act, including without limitation the maintenance of a publicly available assessment roll, the rate of assessment and a schedule of future assessments.
Section 11. That the Metropolitan Government hereby approves the issuance of, and delegates to the Board the authority to issue, its special assessment revenue bonds, notes, or other debt obligations (including refunding bonds and, in any case, the “Bonds”) to finance up to $16,000,000 of the Infrastructure costs described in Section 6(a) above, together with any other costs described in Section 6(b)-(d) and associated therewith. Payment of the Bonds shall be made exclusively from the proceeds of the Assessment and shall in no event constitute an indebtedness of the Metropolitan Government or the Board, except with respect to the proceeds of the Assessment. The Metropolitan Government is hereby authorized to pledge the proceeds of the Assessment, net of the Administrative Fee, to the payment of the Bonds. The Board shall be permitted to additionally pledge to the payment of the Bonds any tax increment revenues available to the Board and subject to the TIF Development Agreement described in Section 16 below.
Section 12. That, pursuant to section 820(b) of the Act, the Mayor is hereby authorized and directed, upon receipt of a request of the Developer and in all respects within the limits set forth in Section 5 above, to deliver a written determination (the “Assessment Determination”) (i) reducing the costs to be assessed against the properties within the District from the maximum cost set forth herein, (ii) reducing the rate of the Assessment from the maximum rate set forth herein and (iii) establishing the initial year in which the Assessment will be levied and determining whether to reduce the term of the Assessment from the maximum term set forth herein. No Assessment shall be levied until the Mayor has executed the Assessment Determination. Upon delivery by the Mayor of the Assessment Determination, the Assessment shall be effective and no further action of the Metropolitan Council shall be required. The Mayor is further authorized to include within the Assessment Determination policies and procedures related to the administration of the Assessment, including without limitation (i) policies prohibiting the prepayment of Assessments or providing the terms and conditions upon which Assessments may be prepaid, and (ii) provisions governing the implementation of the Assessment, credits against Assessment payments based upon other available funds, all as the Mayor may determine to be necessary or appropriate to accomplish the intent of this resolution.
Section 13. That notwithstanding the provisions of Sections 11 and 12, no Assessment Determination shall be executed and no Bonds may be issued by the Board until:
a. the Metropolitan Government has entered into an intergovernmental agreement with the Board in substantially the form attached hereto as Exhibit C, providing for the allocation of the Assessment revenues by the Metropolitan Government to the Board and the Board’s application of such revenues to the payment of the Bonds;
b. the Metropolitan Government has entered into an agreement with the Metropolitan Trustee regarding the administration of the Assessment, including but not limited to its billing, collection, enforcement, and remittance; and
c. the Board has entered into a development agreement with the Developer, providing for the construction and installation of the Authorized Improvements and the other infrastructure costs required to develop the District; and
d. the Board has engaged a nationally-recognized special assessment administration firm to administer the District pursuant to an administration agreement identifying the Metropolitan Government as a third-party beneficiary and providing for the payment of the fees of the administration firm solely from the proceeds of the Assessment.
Section 14. That the Mayor is hereby authorized to execute and delivery any such certificates, instruments, and agreements, including without limitation the agreements described in Section 13(a) and (b) above.
Section 15. That no Assessment shall be levied on property owned by a governmental entity, including without limitation property owned by the Board or the Metropolitan Development and Housing Agency pursuant to a payment in lieu of tax program, without the approval of the governing body of such governmental entity.
Section 16. That the Metropolitan Council acknowledges that the Developer has made those commitments set forth in Section 6 of that certain Development and Tax Incentive Agreement dated as of February 1, 2026 (the “TIF Development Agreement”), a copy of which is attached hereto as Exhibit D hereto, including without limitation commitments to (a) utilize and engage the services of the Metropolitan Government’s workforce development program, (b) develop within the District specified affordable senior housing facilities, (c) construct to specified environmental standards, (d) construct specified public transit facilities, and (e) provide notice of any appeal of appraised value within the District.
Section 17. That the officers of the Metropolitan Government are authorized to cause a description of this establishing resolution and the Assessment authorized herein to be recorded in the real property records associated with the properties within the District.
Section 18. That if any section, paragraph, or provision of this resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this resolution.
Section 19. That if any section, paragraph, or provision of this resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this resolution.
Section 20. That 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.
Section 21. 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 establishes the Rivergate Infrastructure Development District as outlined in state law.
Infrastructure development districts are permitted under Title 7, Chapter 84 of Tennessee Code Annotated and permit local governments to levy assessments and the issue bonds to pay for improvements in the construction of the district. The Metropolitan Government would issue bonds to finance the improvements, and the property owners would be levied a special assessment to fund the bond payments.
The state law allows the Metropolitan Council to establish infrastructure development districts by resolution after a petition process initiated by a district’s developer and the owners of all properties located within the proposed district. The Metropolitan Council may also levy a special assessment on the properties located within a district to provide funding to support the financing of public infrastructure necessary to develop the district.
Rivergate MP Holding LLC, the owner of each parcel of property within the proposed district, filed a petition with the Metropolitan Clerk requesting the creation of a Rivergate Infrastructure Development District on August 31, 2026. The development district is approximately the area of the former Rivergate Mall as shown in an exhibit to the resolution.
The resolution would allow the Metropolitan Government to levy an assessment of no more than $0.99 per $100.00 of assessed value for all real taxable property in the development district for no more than 30 years. The Mayor would be authorized to establish the initial year in which the assessment would be levied and to determine the rate and length of the assessment, if less than the maximum approved by this resolution.
The assessment would be used to fund more than $17,000,000 of infrastructure costs incurred by the developer, payments of principal and interests on any bonds issued by the Metropolitan Government, administrative fees, and any other costs permitted by the state law. The assessment would be billed and collected by the Metropolitan Government on an annual basis when ad valorem property taxes are assessed. The resolution would separately allow for the Metropolitan Government, through the Industrial Development Board, to issue special assessment revenue bonds to finance up to $16,000,000 of infrastructure costs.
For reference, the developer and the Metropolitan Government have reached a separate Development and Tax Incentive Agreement, which includes commitments to utilize and engage in the Metropolitan Government’s workforce development program, develop specified affordable senior housing within the district, and construct to specified environmental standards, construct public transit facilities, and provide a notice of appeal of appraised value within the district. Separately, the Council approved an economic development plan related to the Rivergate Mall Economic Development Project by Resolution No. RS2025-1223.
A properly noticed public hearing is required before an infrastructure development district is approved by the Metropolitan Council. A public hearing on this matter is scheduled for the October 6, 2026, Council meeting.