April 14, 1998

This Redevelopment Plan dated April 14, 1998 consists of, and only of, the following Text, Maps and Exhibit:

1. TEXT

PREFACE

A. TABLE OF CONTENTS

B. DESCRIPTION OF PROJECT AREA

1. Boundaries of the Project Area

2. Redevelopment Plan Objectives

3. Proposed Redevelopment Actions

C. LAND USE PLAN

1. Land Use Map

2. Land Use Provisions and Building Requirements4/p>

a. General Land Use Districts

b. General Design Regulations and Controls

c. Duration of Land Use Controls

D. LAND ACQUISITION

E. REDEVELOPERS OBLIGATION AND LAND USE CONTROLS

F. RELOCATION ASSISTANCE

G. TAX INCREMENT

H. PROCEDURE FOR AMENDING THE PLAN

I. SEVERABILITY

II. MAPS

3. EXHIBITS

Exhibit "A", Project Boundary Description

B. DESCRIPTION OF PROJECT AREA

The Arts Center Redevelopment Project is located on the western boundary of the Nashville Central Business District. The area is generally bordered on the west and south by the railroad gulch, on the east by the Capitol Mall Redevelopment Project and on the north by Broadway. The general physical condition of the area is blighted based on building surveys conducted in conjunction with this Plan and for the 1991 Subarea 9 Plan and the 1997 Subarea 9 Masterplan Update. The area encompasses about thirty-eight acres, exclusive of public rights-of-way, and a large portion of the area is vacant or underutilized.

The project area includes a number of historic or landmark properties. Significant local and federal grant funds were utilized to preserve the Union Station Hotel landmark property resulting in employment opportunities for low and moderate income families, elimination of a significant blighted condition and restoration of a historic treasure. Cummins Station, which was a large warehouse, has subsequently been renovated by the private sector for commercial and office space. Work has begun toward stabilizing the dilapidated Train Shed, and the area under the historic structure is being used temporarily for surface parking. Stalled for several years, stabilization and restoration of the Baggage Building has resumed.

The U. S. Post Office building on Broadway is presently proposed for conversion to a visual arts center, for which this document is named. The arts center will give new life to this relatively rare example of art deco construction in Nashville and will serve as the catalyst in the redevelopment of this area of downtown.

In order to assure the long term economic viability of these recently restored properties and proposed projects, the Arts Center Redevelopment Plan is proposed as a means of providing for and encouraging compatible and supportive development within the defined area. In particular, the redevelopment or renovation of the Train Shed, Baggage Building, and the U. S. Post Office are key to eliminating blight and supporting the long term economic viability of the western entrance to Nashville’s Central Business District. Coordinated redevelopment efforts will provide for parking and access necessary for any new development. The proposed Franklin Street Corridor, a new east-west roadway south of Cummins Station, will provide the impetus for assembling properties for new development and the elimination of underutilized land and deteriorated structures on the southern and eastern edges of the Arts Center Redevelopment Project Area.

The Arts Center Redevelopment Plan is consistent with and implements recommendations of the General Plan for Nashville and Davidson County as reflected in the Subarea 9/Center City Plan (1991) and the Subarea 9 Masterplan Update (1997) . The Subarea9/Center City Plan promoted the development of an arts center on Broadway in the downtown area, and the Subarea 9 Masterplan Update specifically supported the placement of a visual arts center in the U. S. Post Office building. The Arts Center Redevelopment Plan promotes the recommended preservation and reuse of the Train Shed, U. S. Post Office, and Cummins Station and the development of a mixed-use, small business and residential area south of Broadway. The Redevelopment Plan is compatible with local plans for street improvements in the area, including the proposed Franklin Street Corridor.

1. BOUNDARIES OF THE PROJECT AREA

The boundaries of the Project Area are shown on Redevelopment Plan (R. P. ) Map No. 1, "Project Boundary Map," and are as described in Exhibit "A. "

2. REDEVELOPMENT PLAN OBJECTIVES

The specific provisions and actions incorporated in the Plan have been developed and are necessary to achieve the following objectives:

1. To establish harmonious land use patterns and provide sites adequate for the planned development of new cultural, commercial, mixed use, and residential uses.
2. To provide for redevelopment of the Project Area, wherein non-conforming or deleterious land uses and the present subdivision and ownership of land precludes the orderly assemblage and desired changes in the use of land.
3. To eliminate substandard buildings through acquisition and demolition or through a conservation program for the rehabilitation of existing structures where feasible and compatible with the Land Use Map (R. P. Map No. 2) .
4. To clear and provide for redevelopment of portions of the Project Area in which a change in type or intensity of land use is necessary. Within these areas it may be required, and is within the objectives of this Plan, that certain buildings, which are not structurally substandard, be acquired and demolished.
5. To establish standards and guidelines for the redevelopment and continued use of the area which will assure adequate light, air, open-space, off-street parking, and the future stability of the entire area through quality development.
6. To provide for the relocation of businesses where necessary to accomplish the objectives of the Plan.
7. To eliminate and prevent the recurrence of blight.
8. To eliminate vacant and underutilized land by monitoring development and taking actions necessary to encourage effective and desirable uses of land in accordance with the Plan.
9. To provide for the layout of new streets, pedestrianways, parking facilities and other public improvements necessary to support the redevelopment of the area.
10. To enhance the historic resources represented by structures in the Project Area including but not limited to the Union Station, Train Shed, Baggage Building, U. S. Post Office, and Cummins Station.
11. To promote the long term future use of the railroad gulch as a transit or open space corridor, trail, and/or bikeway as future studies and needs may require.
12. To discourage the proliferation of adult entertainment businesses by not including such establishments in the list of permitted uses in Section C. 2. a of the Land Use Plan.

3. PROPOSED REDEVELOPMENT ACTIONS

The ultimate objective of the Redevelopment Plan is to create an environment conducive to the creation of a visual arts center and the long-term economic viability of the Union Station, Train Shed, Baggage Building, and Cummins Station. This objective is to be accomplished through the coordinated and planned redevelopment of the area and the elimination of blighting influences posed by dilapidated buildings and structures, and underutilized land, and incompatible uses. The various proposals of the Plan have been adopted to remove the conditions which have created or contributed to the substandard character of improvements in the Project Area and restore the vitality of the area through redevelopment and rehabilitation. The types of actions necessary to achieve this objective are:

1. The acquisition of land through negotiation, condemnation, or otherwise for public purposes and/or for private infill development, whereby the condition of title, diverse ownership of real property to be assembled, street or lot layouts, or other conditions prevent a proper development of the property in accordance with the Land Use Plan.
2. The acquisition of land for the purpose of removing, preventing, or reducing blight.
3. Demolition, clearance and relocation as necessary within the Project Area to achieve the objectives of the Plan.
4. Closing, vacating, or relocating various streets, alleys, pedestrianways, or utilities.
5. To provide for and construct improved streets, alleys, public facilities, open spaces, greenways and pedestrianways. In particular, planned improvements to the Demonbreun Street viaduct, the new Franklin Street Corridor and the provision of additional access roads in and through the area are anticipated or provided for herein.
6. Negotiation of agreements with developers to undertake redevelopment of property in accordance with the Land Use Plan.
7. Changes in zoning to be consistent with the Land Use Plan and the Subarea 9 Masterplan and any updates thereto. More specifically, such changes would replace the current CF (Core Frame) zoning with a classification providing for a narrower mix of uses consistent with this Redevelopment Plan.

3. LAND USE PLAN

1. LAND USE MAP

The permitted uses of land within the Project Area are as shown on R. P. Map No. 2, "Land Use Map," and as further described in the following sections.

2. LAND USE PROVISIONS AND BUILDING REQUIREMENTS

In order to achieve the objectives of this Redevelopment Plan, the redevelopment and use of land as sold or leased by MDHA and all land designated for potential acquisition on R. P. Map No. 3, "Proposed Land Acquisition Map," whether so acquired or not, will be made subject to all requirements and restrictions specified in this section. All provisions of this section shall likewise apply to parcels not being acquired under provisions of this Plan when the owner of such parcel shall acquire land designated on the "Proposed Land Acquisition Map," R. P. Map No. 3, as an addition to the tract not designated for acquisition. No improvements on such property may be made, extended or enlarged unless the land assembled together and including property not to be acquired shall be in accordance with all controls of this section.

All redevelopment on parcels as sold, leased or under redevelopment agreements through MDHA as well as any improvements in the area subject to the General Design Regulations and Controls in Section C. 2. b. of this Plan must be approved by a Design Review Committee designated by the Executive Director of MDHA. The Board of Commissioners of MDHA may supplement this Plan with rules and standards to assist the design review committee in interpreting this Plan as it relates to appropriate uses, design, color, setbacks, landscaping, parking, ingress and egress and other restrictions in accordance with this section or any future Overlay District enacted as part of the Metropolitan Zoning Code.

1. General Land Use Districts: Within the general land use districts shown on R. P. Map No. 2, "Land Use Map," the following represent objectives for redevelopment in accordance with this Plan:

1. Mixed Use Arts District: The historical and architectural resources represented by the Union Station, Baggage Building, Train Shed, and the U. S. Post Office shall be preserved and enhanced by new development sensitive to its historic presence. The designation of the Train Shed as a National Historic Landmark warrants that every effort be made to renovate and adapt it to a new use compatible with the Union Station in terms of materials, size, scale, height, proportion, orientation, color and texture. The U. S. Post Office building may continue to offer a retail postal facility, but is recommended to be converted to a center for the visual arts to fully utilize the resource represented by the structure.

The Baggage Building is recommended to be renovated and incorporated to the greatest extent feasible into a use compatible and supportive of the visual arts center, Union Station and any proposed redevelopment of the Train Shed structure or site. It is also appropriate and intended that surface parking and/or parking facilities with appropriate landscaping or street-level screened facades be developed on the block bounded by McGavock and Demonbreun Streets on the north and south and the Train Shed and Ninth Avenue South on the west and east.

• General residential
• Public and private schools and daycare centers
• Public parks, plazas and playgrounds
• Cultural center, fine arts center, museum, theater or assembly facilities
• Offices – business, governmental, professional, medical, arts, etc.
• Convenience retail sales and service
• Hotels
• Parking
• Restaurants and other eating or drinking establishments, but not drive-in or drive-through facilities or those with walk up window service

1. Mixed Use District: These areas border the core of the arts center and historic properties. It is desirable that buildings and vacant land in these districts be renovated or demolished as appropriate or necessary for new development encompassing uses permitted by this Plan and compatible with the redevelopment of the U. S. Post Office and other historic properties in the District and the provision of new access routes and street corridors. Redevelopment and restoration projects, where they occur in this portion of the District, anticipate the assembly of land into entire blocks or the major portion thereof in order to promote a set of comprehensive yet diverse improvements to the area. The intent is to create an "urban" atmosphere, and new development on Eighth Avenue South and the Franklin Street Corridor should face onto such thoroughfares and have zero or very little front yard setbacks with any parking to be located in the rear.

• General residential
• Public and private schools and daycare centers
• Public parks, plazas and playgrounds
• Cultural center, fine arts center, museum, theater or assembly facilities
• Offices – business, governmental, professional, medical, arts, etc.
• General retail sales and services
• Hotels, motels, or other habitation for transient use
• Parking
• Restaurants and other eating or drinking establishments, but not drive-in or drive-through facilities or those with walk up window service
• Funeral homes
• Indoor recreation facilities and commercial amusement
• Club, bar or nightclub, excluding adult entertainment
• Greenways
• Accessory uses customarily incidental to any of the above

Conditional Uses: The following uses may be permitted in Mixed Use District if it is so designed, located and proposed to be compatible with surrounding land uses and operated such that the public health, safety and welfare will be protected and will not adversely affect other property in the area:

• Medical or health care facilities
• Warehousing
• Wholesale sales
• Light manufacturing, including without limitation printing and publishing
• Landport

1. General Design Regulations and Controls: In order to achieve the objectives of the Arts Center Redevelopment Plan, the following design controls and procedural regulations shall apply to all land within the Project Area developed, redeveloped, or improved subsequent to the recording of this Plan in the Register’s Office of Davidson County whether or not such land was ever acquired by MDHA.

1) Site Plan

In the development, redevelopment, or improvement of all lots and parcels of land, the buildings and improvements shall be planned and designed as an integral part of the Project Area. A site plan shall be prepared which shows buildings, structures, appurtenances, walls, fences, signs, driveways, parking and service areas, walks, utilities, plantings, grades and elevations and any other facilities which are proposed. Property shall be developed to permit safe entrance and exit from the public right-of-way by pedestrians and vehicles and to minimize the degree of conflict between these two modes of travel. Entrances and exits from new buildings shall be designed to permit direct ingress/egress to public right-of-way by vehicles without requiring backing movements within public right-of-way wherever possible. The site plan shall contain a scale, north arrow, map and parcel number, property address, all property and street lines, all existing easements, the location of all off-site buildings within fifty feet of the site boundaries, and the location and capacity of all existing public utilities unless any or all of these specific requirements are waived by MDHA as unnecessary.

The site plan shall be submitted to MDHA for review and approval, and where the development is to be accomplished in phases, a construction-phasing schedule shall accompany the site plan. Development shall conform to the approved site plan. Approval of a site development plan by MDHA shall not relieve the owner from receiving approvals from other governmental agencies as required by law or regulation.

2) Landscape Plan

Those portions of lots or parcels of land which are not built upon or are not paved for parking or pedestrianways shall be planted in accordance with a landscaping plan and shall be maintained in accordance with such a plan. The detailed planting plan shall be developed based on the approved site plan. The landscaping plan shall show location, size, spacing, species, form and quality of all existing and proposed materials, and the location of all proposed exterior lighting fixtures, the area to be lighted by each exterior lighting fixture, and the materials and colors of each exterior lighting fixture unless any or all of these specific requirements are waived by MDHA as unnecessary.

3) Exterior Design

Property shall be developed to enhance the overall appearance of the Project Area. Building materials, landscaping and paving materials shall be coordinated to aid in creating a harmonious development. On newly constructed buildings, all of the exposed sides of a structure, (i. e. any building wall not abutting another) shall be treated architecturally with finish materials in character with the main facade of the building. For additions, finishes shall be compatible with the existing building and the exterior materials of buildings on adjacent properties. Similarly, the exterior design and treatment of other facilities (e. g. courts, plazas, terraces, walls, walks, steps, etc. ) shall be in character with the building. Elevation drawings shall be submitted to MDHA, which will review and approve them with respect to general design and materials affecting exterior appearances. Elevation drawings shall contain a scale, elevations of all existing structures which are to be retained, elevations of all new additions or new construction, location and description of all signs to be mounted or placed on any structure on the site, and designations of all proposed materials which will be exposed, including color and texture.

4) Environmental Nuisances

To the extent possible, property shall be developed to contain, within the limits of the property, the effects of environmental nuisances created by the operation of commercial businesses. Environmental nuisances included shall be noise, odor, unsightly storage, and other specific environmental nuisances identified by MDHA. The storage of equipment, materials, or goods, in open areas of any lot or parcel of land shall be screened from view by a fence, wall, hedge, plantings, or other appropriate means of screening, provided the storage of such equipment, materials or goods are normal or customarily incidental to the permitted uses. The accumulation of trash, debris, or any noxious materials shall be prohibited.

5) Off-Street Parking

All off-street drives and parking areas shall be surfaced with asphalt or concrete and so constructed as to provide for adequate drainage. Surface parking shall be appropriately landscaped, and parking garages shall have ground level business establishments or be designed or screened on the first level to be sensitive to historic structures in the area.

6) Signs

Signs shall be limited to on-premise signs, related to the use or business conducted on the same site, and to incidental signs of a clearly general nature such as to portray time, temperature, or announcements of activities taking place at the location. An on-premise sign is further defined as a sign that advertises or attracts attention to a specific event, activity, establishment, commodity, product, service, or entertainment which is conducted, sold, distributed or offered on the same premises as the sign. No billboards or general advertising signs shall be permitted.

Signs shall be further limited as follows:

• Freestanding identification for all properties shall be limited to one sign for each principal use on each street on which the use has frontage. Such signs shall not exceed twenty-five (25) square feet each in size.

All signs will be subject to review and approval by MDHA and will be permitted only when designed and placed in harmony with the improvements upon the building site and surrounding development. MDHA approval of any and all sign permits shall be conditioned upon Permitee’s continued compliance with these restrictions.

7) Off-Street Loading and Unloading

A service area with adequate off-street loading and unloading space to accommodate pick-up and/or delivery of goods or mail by truck, removal of waste materials, delivery of fuel, and other servicing functions required for buildings and structures shall be provided for all uses. The service area shall not encroach upon any space provided for off-street automobile parking, but maneuvering space may be shared. MDHA shall determine if the service area is adequate for the off-street loading and unloading requirements of the particular use and building proposed. Wherever feasible and practicable, a service area may serve a group of buildings on the same lot or adjacent lots. These requirements are in addition to and do not supersede zoning or other regulations pertaining to loading areas.

8) Height Restriction

On any land designated as Mixed Use-Arts District on R. P. Map No. 2, the maximum height of any structures shall not exceed the highest point on the clock tower of Union Station, exclusive of any statuary or other decorative ornamentation on top of the tower.

9) Construction Approvals

No parking area or parking facilities, no building or other structure or improvement (including signs and loading docks and ramps) shall be erected, placed, enlarged, or altered until the construction plans and specifications showing the location of the facilities, improvements, and structures on the land have been approved by MDHA, as to compliance with the restrictions set out herein and also as to the sufficiency of landscaping and the adequacy and location of parking facilities.

10) Temporary Structures and Interim or Alternate Uses

Temporary structures used in connection with construction on any lot or street within the Project Area shall be permitted, with the approval of MDHA, for periods of up to six months, unless extended by MDHA. On property acquired by MDHA but not yet developed, MDHA may establish such interim uses as it deems desirable and in the public interest consistent with local zoning code requirements.

11) Historic Preservation

MDHA may consider additional guidelines generally consistent with the Secretary of the Interior’s Standards for Rehabilitation of Historic Structures in reviewing new developments where such development may impact an abutting historic property or any addition to the floor area of buildings either listed on the National Register of Historic Places or deemed eligible for listing on the National Register by the Metropolitan Historical Commission (MHC) ; however, such guidelines shall not be determinative in approving or disapproving a redevelopment project. New structures may not imitate past architectural styles and their design shall be compatible with historic buildings in materials, size, scale, proportion, height, orientation, color and texture. Contemporary design must be compatible with the character and setting of the historic buildings. Skywalk connections that may be contemplated as a means of integrating any of the historic structures in this area shall be discouraged.

In order to give consideration to the preservation of historic buildings and compatibility of new development with the setting of historic structures, the Executive Director of MDHA, in any design review affecting properties or the setting of properties designated by the MHC as listed on the National Register of Historic Places or potentially eligible for inclusion in the National Register shall include on the Design Review Committee, a representative of the MHC, a private citizen or expert selected by MDHA from among three persons nominated by the MHC, and one or more representatives who are either property owners or business operators in the Arts Center Redevelopment Plan and who shall have no direct interest in the proposed development under review. Notwithstanding, the Design Review Committee may receive and weigh the comments of any interested party as to the significance of historic buildings or settings and suggested mitigation or documentation activities if any proposed development will result in alteration or demolition of such buildings or alteration of their setting in relation to existing surroundings.

12) Demolition

No permit for the demolition of any structure listed, or eligible for listing on the National Register of Historic Places, nor any structure contributing to a National Register Historic District, shall be issued, except as otherwise provided for herein, unless it is determined by MDHA that the building is not economically feasible for renovation. No demolition permit on such a structure shall be issued until after a minimum of ninety (90) days following receipt of a demolition request, unless the health and safety of the community is determined by MDHA to be in jeopardy.

In administering the demolition permit process, the minimum ninety (90) day waiting period shall begin as of the date the permit is applied for at the Metropolitan Department of Codes Administration. Not more than ten (10) days after MDHA receives notice of the application for a demolition permit, MDHA shall notify in writing the Metropolitan Historical Commission, the Metropolitan Planning Commission, and any other parties registering with MDHA in writing that they wish to receive such notices, that a demolition request is pending. The MDHA Design Review Committee shall hold a public hearing on the demolition request not less than forty-five (45) days before the end of the waiting period. At least twenty (20) days prior to the public hearing, MDHA shall notify in writing the Metropolitan Historical Commission, the Metropolitan Planning Commission, and Historic Nashville, Inc. and place a notice of said public hearing in a local newspaper of general circulation. Also, at least twenty (20) days before the public hearing, the owner of the property shall provide to MDHA and MDHA shall provide to the public on request the following information:

• an estimate of the cost of the proposed demolition;
• a report from a licensed engineer or architect with experience in rehabilitation as to the structural soundness of the structure and its suitability for rehabilitation;
• the estimated market value of the property both in its current condition, and after completion of the proposed demolition;
• an estimate as to the economic feasibility of rehabilitation or reuse of the existing structure on the property;
• the amount paid for the property, date of purchase, and the party from whom the property was purchased, and any terms of financing between the seller and buyer;
• if the property is income-producing, the annual gross income from the previous two years; and depreciation deduction and annual cash flow before and after debt service, if any, during the same period;
• the remaining balance on any mortgage and annual debt service during the same period;
• all appraisals obtained within the previous two years;
• any listings of the property for sale or rent, price asked, and offers received within the previous two years;
• the assessed value of the property according to the two most recent assessments;
• real estate taxes for the previous two years;
• the form of ownership or operation of the property;
• any other information as may be reasonably requested by MDHA in the individual circumstance so as to determine if the property does yield or may yield a reasonable return to the owners.

Within fifteen (15) days after the Public Hearing and not less than thirty (30) days from the end of the waiting period, MDHA shall issue a written finding as to whether the demolition permit is to be issued and the reasons for its decision.

The ninety (90) day period shall not be required in instances where the health and safety of the community are in immediate jeopardy as determined by MDHA in its sole discretion. In making this determination, MDHA shall consider evidence presented by the Metropolitan Department of Codes Administration or the Metropolitan Department of Health as well as independent architectural or engineering assessments from experts recommended by the Metropolitan Historical Commission as to the safety or health issues involved.

13) Process for Appeal from Action taken by MDHA Design Review Committee.

In order to insure due process for an applicant whose plans for development, redevelopment, or signage, are disapproved by the MDHA Design Review Committee, the Executive Director of MDHA shall appoint an Administrative Appeals Board, consisting of three members of MDHA management. This Board will hear appeals associated with any/all action taken by MDHA’s Design Review Committee in the enforcement of provisions of this Redevelopment Plan. Permittee may appeal a decision of the Design Review Committee to the Administrative Appeals Board within three (3) days after notification of Design Review Committee action. If Permittee requests a hearing, MDHA shall convene a meeting of the Administrative Appeals Board which shall hear evidence and make a determination (by majority vote of those voting) as to whether the appropriate decision had been reached by the Design Review Committee.

In the case of violations of the Redevelopment Plan restrictions, MDHA shall notify the Permittee and or the owner of record of the alleged violation ("Violation Notice") . If the Permittee/Owner disputes the alleged violation, such party may within three (3) days after receipt of the Violation Notice, request a hearing by the Administrative Appeals Board. MDHA shall convene a meeting of the Administrative Appeals Board, which shall hear evidence and make a determination (by majority vote of those voting) as to whether Redevelopment Plan restrictions have been violated by Permittee/Owner. If the violation has not been remedied within three (3) days after the later of (i) Permittee/Owner’s receipt of the Violation Notice, or, (ii) the date the Administrative Appeals Board issues its written determination that a violation has occurred (the "Appeals Board Determination") , MDHA may send the Violation Notice or the Appeals Board Determination (as the case may be) to the Zoning Administrator who shall be authorized to revoke the Permit. In addition, MDHA and/or the Zoning Administrator and/or the Metropolitan Legal Department shall be entitled to immediate injunctive and other equitable or legal relief to enforce restrictions of the Redevelopment Plan, including pursuing all remedies available at law or in equity, including without limitation those that are provided by the Metropolitan Code of Laws.

1. Duration of Land Use Controls

The provisions of this Plan, specifying the land uses for the Project Area and the requirements and restrictions with respect thereto, shall commence upon approval of the Plan by the Council of the Metropolitan Government of Nashville and Davidson County and upon being recorded in the Register’s Office of Davidson County, and shall continue in effect until December 31, 2028.

3. LAND ACQUISITION

1. PROPERTY DESIGNATED FOR ACQUISITION

Property designated for acquisition is identified on the "Proposed Land Acquisition Map," R. P. Map No. 3. Acquisition may be necessary to provide for the redevelopment of vacant and underutilized land; to eliminate structures which, because of poor initial construction, inadequate maintenance, obsolescence or other conditions, are not suitable for rehabilitation; to eliminate non-conforming land uses which are detrimental to the area or the redevelopment of land; to provide for the replatting of land and the development or adjustment of streets, alleys and pedestrianways; and to assemble suitable tracts for disposition. It is not intended that all acquisition parcels are to be acquired at the time of approval of this Plan, but as funds are available and the private market would support redevelopment.

2. CONDITIONS BY WHICH LAND MAY BE EXEMPTED FROM ACQUISITION

Certain properties or portions thereof designated for acquisition may be exempted from acquisition as provided herein. Exemption may be made if it will not require a change in the Land Use Map or plans for street or utility improvements; the exemption and/or permitted continuation of a non-conforming or a detrimental use by MDHA will not adversely affect the use and/or disposition of adjoining parcels acquired or to be acquired or the redevelopment project as a whole; and the owner of any such parcel agrees to eliminate any non-conforming use on the parcel as may be requested by MDHA, to rehabilitate all structures on the parcel, use the land and structure in accordance with the provisions of this Plan for its duration, acquire such land as deemed necessary by MDHA to conform to current local zoning and codes requirements, and/or sell any portions of the tract as deemed necessary by MDHA for street right-of-way or other purposes. Any such exemption shall be made conditional until the owner has complied with all of the requirements of a contractual agreement to be executed by and between the owner and MDHA.

3. CONDITIONS BY WHICH LAND NOT DESIGNATED FOR ACQUISITION MAY BE ACQUIRED

In order to achieve the objectives of the Plan, it may be necessary, and MDHA is authorized, to acquire certain properties in the Project Area in addition to those designated on R. P. Map No. 3, "Proposed Land Acquisition Map. " Additional parcels may be acquired at the request of the owner; or for such valid public purposes as to provide for necessary adjustments in utility easements or street, alley or pedestrian rights-of-way; to provide for the redevelopment of abandoned railroad rights-of-way; to eliminate dilapidated or deteriorated structures which may be found to exist following subsequent surveys of interior conditions where the owner of the property shall have been notified and accorded a reasonable time, in no case less than ninety (90) days from the date of notice; to bring the structure into compliance with applicable building and housing codes; to provide clear and marketable title for vacant or abandoned properties; to eliminate any non-conforming uses in conflict with the permitted uses listed in Section C. 2. a. of this Plan or the "Zoning Regulations of the Metropolitan Government of Nashville and Davidson County;" if the owner of any said property refuses to comply or reach written agreement with MDHA to abide by the design guidelines of Section C. 2. b. of this Plan in the development of or planning of any improvements to be made; or to eliminate buildings which may encroach upon existing or planned rights-of-way whether they be totally or only partially located within the Project Area.

A "redeveloper" is an entity selected by MDHA to enter into a specific development agreement for the redevelopment of one or more parcels of land within the Project Area. MDHA, in disposing of the land in the Project Area to be redeveloped, will, in its contract and deed or other instruments of conveyance, include such terms and conditions as in the judgment of MDHA will be necessary or advisable to ensure redevelopment of the Project Area and its use thereafter, in accordance with this Plan, and to prevent recurrence of the condition of blight or inappropriate land uses in this area. Such provisions will be contained in such contracts, deeds or other instruments of conveyance irrespective of whether they duplicate, in whole or in part, requirements of existing or proposed zoning ordinances or other local laws, ordinances or regulations with respect to the Project Area, so that such obligations may operate independently of such zoning or other laws, ordinances or regulations. In all instances, the improvements in the Project Area will be made in accordance with the applicable Metropolitan Zoning Code provisions and regulations; building, electrical, plumbing and other local codes and ordinances; the requirements of this Redevelopment Plan; and such other requirements as may be set forth in the contracts between MDHA and the redevelopers.

Any contract or agreement for disposal of Project Area land by sale, lease or retention, as well as, the deed or deeds to the land, shall contain a covenant that the redeveloper and its successors and assigns shall not discriminate upon the basis of race, color, creed, sex, marital status, or national origin in the sale, lease, or rental, or in the use or occupancy of the property or any improvements erected or to be erected thereon. It is intended by this Plan that MDHA is beneficiary of all such covenants and obligations and that it shall be entitled to represent the interests and to act on behalf of the community in enforcing any covenants and obligations as to the redevelopment and continued uses of the Project Area in accordance with the Plan. Such contracts, deeds, or other instruments of conveyance, in addition to including such other terms and conditions as MDHA may find desirable in order to implement and effectuate the objectives of this Plan, will obligate the purchasers of land in the Project Area and their successors in interest to:

1. Devote the parcels owned by them to, and only to, uses and controls specified in this Plan;
2. Diligently pursue the construction of the improvements as provided in a development agreement, and to begin and complete such improvements within a reasonable time as provided by the contract;
3. Make no changes, additions or alterations in such improvements after completion of their construction that are not approved by MDHA as being in conformity with this Plan, or as it may be changed or amended; and
4. Not reassign contract rights, resell or otherwise transfer the land or any part thereof or interests therein purchased by them prior to the completion of the improvements thereon without the approval of MDHA and except in cases satisfactory with MDHA, and not to speculate in or with respect to such land.

The MDHA has established plans and procedures and shall provide assistance to individuals and businesses permanently or temporarily displaced by its actions in acquiring land for implementation of this Plan. Assistance will be offered in accordance with the Uniform Relocation and Real Property Acquisition Policies Act of 1970, as amended, or other applicable federal, State or local laws and regulations that may be in effect at the time even though no State or federal funds may be involved with a particular project. No residents are expected to be relocated as a part of this Plan. Since many of the planned developments incorporated in this Plan are to occur on vacant land or through the renovation of existing unused or underutilized structures, it is expected that relocation of businesses will be minimal. Business relocations that do occur will be handled in accordance with MDHA’s relocation policies and procedures, which reflect federal, State, and local legislation.

Total property taxes receivable from land and leaseholds in the Arts Center Project Area are currently estimated at $750,000 based on a total assessed value of approximately $18. 3 million. The projected future increase in the value of property developed in conjunction with the Plan on land leased or sold by MDHA is estimated to exceed $47. 5 million. The total net annual increase of about $1. 75 million in property taxes so generated in the Project Area will not occur without the redevelopment activities of MDHA.

Given the conditions of blight as well as the difficulty of development presented by poor access and the diversity of ownership of individual tracts evident in the Project Area, private investment and redevelopment is unlikely to occur without public assistance. The activities of MDHA will make the area conducive to new private development and result in increased tax revenues to the Metropolitan Government. The tax increment backed debt of $9 million provided for by the Plan will require less than fifty percent of the projected net new property taxes generated by the Project Area if development can be induced to occur. Therefore, the Metropolitan Government, as the taxing agency within the Project Area, will realize substantial revenues from the project and will not be substantially impacted by a tax increment financing provision. As of 1997, tax increment financing from all redevelopment districts in Nashville and Davidson County consumed only 1. 2 percent of the annual amount of property taxes due the Metropolitan Government.

Existing and anticipated sources of revenue to finance the undertaking, including the estimated amount from tax increment backed bonds or other indebtedness are:

State & Local Funds $30,000,000

Private Funds $50,000,000

Tax Increment Financing $9,000,000

           $89,000,000

The estimated amount of total bonded or other indebtedness from the beginning to the end of the project is $39 million, in addition to an expected $50 million of private sector funding. State and local cost estimates include planned improvements to the Franklin Street Corridor and investment in the Visual Arts Center. The amount of bonds or other indebtedness backed by the tax increment shall not exceed $9 million. The final maturity date on any bonded or other indebtedness backed by the tax increment from eligible properties shall be on or before December 31, 2028. Upon retirement of all bonds, loans, or other indebtedness incurred and payable from tax increment funds or at such time as moneys on deposit in the tax increment fund or funds are sufficient for such purpose, all property taxes resulting from the incremental development of the Project shall be retained by the Metropolitan Government. Activities or improvements eligible for tax increment funding shall include planning, engineering and legal expenses; administrative costs; land acquisition; relocation; site clearance; cultural facilities; historic preservation; economic development or other such activities necessary to preserve or create jobs primarily for those of low income; and streets, pedestrianways, utilities, public open spaces, and parking garages or other structures or public improvements necessary for carrying out the Arts Center Redevelopment Plan and amendments thereto.

Prior to the sale of any Project Area land or the execution of a contract for such a sale, this Plan may be modified, changed or amended by MDHA, with the subsequent approval of the Metropolitan Council. After part or all of the project land has been disposed of by MDHA, the Plan, including the provisions specifying the land uses for the Project Area and the requirements and restrictions with respect thereto, may be modified, changed or amended by the MDHA with the subsequent approval by the Metropolitan Council; provided, however, that in no event will the provisions of this Plan be modified in any manner which will adversely affect any as yet not fully developed land in the Project Area that has been sold or leased by MDHA, or as to which a sales contract has been entered into by MDHA, except with the written consent of the then owners of such land or of the parties to such contract, or their successors in interest.

The invalidation of any one or more of the foregoing provisions of this Redevelopment Plan or Ordinance as approved by the Metropolitan Council of the Metropolitan Government of Nashville and Davidson County or any part thereof by judgment of any Court of competent jurisdiction shall not in any way affect the validity of any other of such provisions of the Plan but the same shall remain in full force and effect.

ARTS CENTER REDEVELOPMENT PLAN

PROJECT BOUNDARY DESCRIPTION

Being a tract of land in Metropolitan Nashville and Davidson County, Tennessee as shown on Project Boundary Map No. 1 and generally described as follows:

Beginning at a point at the southwest corner of Broadway at 9th Avenue South, thence south-southeastwardly approximately 745 feet along the west margin of 9th Avenue South to the southerly margin of Demonbreun Street; thence approximately 750 feet east-northeastwardly along the southerly margin of Demonbreun Street to the southwest corner of 7th Avenue South; thence southwardly approximately 1,325 feet along the westerly margin of 7th Avenue South to the northwest corner of 7th Avenue South and Lea Avenue; thence westwardly approximately 455 feet along the northerly margin of Lea Avenue to the southwest corner of 8th Avenue South; thence southwardly approximately 680 feet along the westerly margin of 8th Avenue South to the northeast Right-of-Way of the CSX Railroad main line; thence north-northwestwardly to a point approximately 2,425 feet along said main railroad line to the Broadway Overpass; thence eastwardly approximately 360 feet along the southerly margin of Broadway to the point of beginning.