ORDINANCE NO. BL2013-339

An ordinance authorizing The Industrial Development Board of The Metropolitan Government of Nashville and Davidson County to negotiate and accept payments in lieu of ad valorem taxes with respect to AmSurg Corp.’s consolidated corporate headquarters.

WHEREAS, The Metropolitan Government of Nashville and Davidson County (the “Metropolitan Government”) is vitally interested in the economic welfare of its citizens and wishes to provide the necessary leadership to enhance this area’s capabilities for growth and development; and

WHEREAS, the provision of jobs to area citizens by local business is both necessary and vital to the economic well-being of the Metropolitan Government; and

WHEREAS, pursuant to the Industrial Development Corporations Act, currently codified at Tenn. Code Ann. §§ 7-53-101 through 315 (such act, as heretofore or hereafter amended, referred to as the “Act”), the General Assembly of the State of Tennessee (the “General Assembly”) has authorized the incorporation of public corporations known as “industrial development boards” in municipalities in the State of Tennessee (the “State”); and

WHEREAS, the Industrial Development Board of The Metropolitan Government of Nashville and Davidson County (the “Board”) has been duly organized and incorporated in compliance with the Act; and

WHEREAS, the General Assembly has found and declared that the Board is performing a public function on behalf of the Metropolitan Government and that the Board is a public instrumentality of the Metropolitan Government; and

WHEREAS, the Supreme Court of Tennessee (the “Supreme Court”) has found that the Board is an agency or instrumentality of the Metropolitan Government; and

WHEREAS, the Act expressly incorporates by reference the statement of public policy set forth in Section 3 of Chapter 209 of the Public Acts of 1955; and

WHEREAS, Chapter 209 of the Public Acts of 1955 states that the declared purpose of the Act is to do that which the State welfare demands and that which the State public policy requires to alleviate the problems of unemployment, to raise family income, to provide a means by which the citizens of the community may promote and develop industry in their area so as to obtain a balanced economic development highly essential to the welfare of the State, and to promote the development of commercial, industrial, agricultural, and manufacturing enterprises by the several municipalities so as to be given local benefits peculiar to each and general benefits to the entire State; and

WHEREAS, the General Assembly also has declared that the purposes of the Act include maintaining and increasing employment opportunities by promoting industry, trade, and commerce by inducing manufacturing, industrial, financial, service, and commercial enterprises to locate or remain in the State; and

WHEREAS, the Supreme Court has held that the purposes of the Act include the promotion of industry and the development of trade to provide against low wages and unemployment and that such purposes are public in nature; and

WHEREAS, the Board is empowered pursuant to the Act to acquire, whether by purchase, exchange, gift, lease or otherwise, and to improve, maintain, equip and furnish, “projects” (as defined in the Act), and to lease such projects to others; and

WHEREAS, the corporate headquarters for AmSurg Corp. (“AmSurg”) is currently located at 20 Burton Hills Boulevard and 40 Burton Hills Boulevard, Nashville, TN 37215; and

WHEREAS, AmSurg currently employs approximately 420 full-time corporate employees at its corporate headquarters; and

WHEREAS, to accommodate the continued growth and success of AmSurg’s business and operations, AmSurg is planning to expand its headquarters into one consolidated headquarters location; and

WHEREAS, after considering numerous sites inside Davidson County and outside Davidson County, AmSurg is planning to work in conjunction with Burton 6, LLC (“Burton”) and Eakin Properties, LLC and affiliates (collectively, “Eakin”) to finance the construction of AmSurg’s new consolidated headquarters on certain real property in Davidson County consisting of approximately 2.09 acres of currently unimproved land located on Burton Hills Boulevard (the “New Consolidated Headquarters”); and

WHEREAS, the New Consolidated Headquarters will consist of a three story office building containing approximately 110,000 square feet of rentable space, an underground parking garage, and other parking space and improvements to be made to the currently unimproved land described in the prior paragraph; and

WHEREAS, construction of the New Consolidated Headquarters is expected to begin in early 2013, and AmSurg is expected to begin occupancy of the New Consolidated Headquarters in early 2015; and

WHEREAS, AmSurg anticipates making a significant investment in excess of forty million dollars ($40,000,000) in connection with the New Consolidated Headquarters; and

WHEREAS, AmSurg expects its expenditures within the boundaries of the Metropolitan Government in connection with the New Consolidated Headquarters to provide significant continued employment for area citizens (saving/retaining the approximately 420 existing corporate jobs), to provide the opportunity for additional employment of area citizens, and to provide other commercial opportunities for area citizens; and

WHEREAS, pursuant to Tenn. Code Ann. § 7-53-305, all properties owned by the Board are exempt from ad valorem taxation in the State of Tennessee; and

WHEREAS, pursuant to Tenn. Code Ann. § 7-53-305(b), the Metropolitan County Council (the “Council”) has the power to delegate to the Board the authority to negotiate and accept from its lessees payments in lieu of ad valorem taxes, provided that such payments are in furtherance of the Board's public purposes; and

WHEREAS, the benefits to the Metropolitan Government of the location of the New Consolidated Headquarters within the boundaries of the Metropolitan Government, and in the exercise of its powers above, will provide an opportunity for the Board to acquire, by purchase, exchange, gift or lease, property that will be used with respect to the New Consolidated Headquarters, to lease that property to AmSurg, Burton, and/or Eakin, and to enter into one or more agreements with AmSurg, Burton, and/or Eakin to accept payments in lieu of ad valorem taxes with respect to the property; and
WHEREAS, the Board may only negotiate and accept payments in lieu of ad valorem taxes with authorization from the Council; and

WHEREAS, it is in the interest and welfare of the citizens of the Metropolitan Government to delegate authority to the Board to negotiate and execute a payment-in-lieu-of-tax agreement with AmSurg, Burton, and/or Eakin.

NOW, THEREFORE, BE IT ENACTED BY THE COUNCIL OF THE METROPOLITAN GOVERNMENT OF NASHVILLE AND DAVIDSON COUNTY:

Section 1: That the Council of the Metropolitan Government finds that the Board’s acceptance of payments in lieu of ad valorem taxes with respect to the New Consolidated Headquarters is in furtherance of the Board’s public purpose of maintaining and increasing employment opportunities, as set forth in Tenn. Code Ann. § 7-53-102, and the other public purposes described above.

Section 2: That the Metropolitan Government hereby delegates to the Board the authority to negotiate and execute an agreement for payments in lieu of real property taxes with respect to the New Consolidated Headquarters for a period of up to eight years, beginning on the effective date of a lease between the Board and AmSurg, Burton, and/or Eakin with respect to the New Consolidated Headquarters. The amount of the payments in lieu of real property taxes that shall be required with respect to that eight-year period shall be as follows:

(a) Years 0-2 of such lease arrangement shall be zero percent (0%) of the Standard Tax;
(b) Years 3-8 of such lease arrangement shall be forty percent (40%) of the Standard tax.

Section 3: That the term “Standard Tax” shall mean the amount of ad valorem real property tax that AmSurg, Burton, and/or Eakin would be required to pay with respect to a given tax year with respect to the real property that is then subject to the payment in lieu of tax arrangement authorized hereby if AmSurg, Burton, and/or Eakin owned such property. AmSurg, Burton, and/or Eakin shall be permitted to challenge the assessment of any real property that is then subject to the payment in lieu of tax arrangement authorized hereby in the same manner as if AmSurg, Burton, and/or Eakin owned such property.

Section 4: (a) That the payment in lieu of tax arrangement authorized by this Ordinance shall apply to all real property comprising a portion of, or used at or in connection with, the New Consolidated Headquarters to the extent such property is transferred to the Board.

(b) That the payment in lieu of tax arrangement authorized by this Ordinance shall apply to all land, easements or other property rights, buildings, improvements, fixtures, used in connection with facilities located on the property described above. Such arrangement shall apply to such facilities and such properties in their current scope and configuration and to all replacements, enhancements, additions, expansions, and improvements to such properties and facilities.

Section 5: That the final version of the payment in lieu of tax agreement authorized by this Ordinance must be approved as to legality by the Department of Law of the Metropolitan Government prior to being executed by the Board.

Section 6: That all ordinances or resolutions, or parts thereof, in conflict with the provisions of this Ordinance are, to the extent of such conflict, hereby repealed.

Section 7: That this Ordinance shall take effect from and after its final passage, the welfare of The Metropolitan Government of Nashville and Davidson County requiring it.

Sponsored by: Lonnell Matthews, Sean McGuire

Attachment(s) on file in the Metropolitan Clerk's Office

LEGISLATIVE HISTORY
Introduced:	January 8, 2013
Passed First Reading:	January 8, 2013
Referred to:	Budget & Finance Committee
Passed Second Reading:	January 15, 2013
Passed Third Reading:	February 5, 2013 - Roll Call Vote
Approved:	February 12, 2013
By: