ORDINANCE NO. BL2013-593

An ordinance approving the issuance of one or more series of Public Improvement Revenue Bonds (Ballpark Project) by The Sports Authority of The Metropolitan Government of Nashville and Davidson County; authorizing the Metropolitan Government's execution and delivery of a trust indenture relating to said bonds; authorizing the Metropolitan Government's execution and delivery of an intergovernmental agreement relating to said bonds and development of the ballpark; authorizing the pledge of certain of the Metropolitan Government's revenues as security for the bonds; and authorizing an official statement to be distributed in connection with the sale of the bonds.

WHEREAS, The Sports Authority of The Metropolitan Government of Nashville and Davidson County (the "Authority") has been formed pursuant to Title 7, Chapter 67, Tennessee Code Annotated (the "Act"), by The Metropolitan Government of Nashville and Davidson County (Tennessee) (the "Metropolitan Government") for the purposes set forth in the Act; and

WHEREAS, the Authority is authorized by the Act and deems it necessary and desirable to issue its revenue bonds to finance (i) costs to construct a minor league baseball ballpark and related public improvements; (ii) land acquisition costs; (iii) architectural, engineering, legal and consulting costs incident thereto and (iv) costs incident to the issuance and sale of said bonds; and

WHEREAS, the Board of Directors of the Authority (the "Board") has determined it is in the best interest of the Authority to issue one or more series of its Public Improvement Revenue Bonds (Ballpark Project) (the "Bonds") for the purposes hereinabove stated; and

WHEREAS, as required by Section 7-67-109(15) of the Act, the Authority has requested that the Metropolitan Government approve the issuance and terms of the Bonds, and the Metropolitan County Council (the “Council”) desires to approve the issuance and terms of the Bonds;

WHEREAS, the Metropolitan Government and the Authority further desire to enter into a Trust Indenture, by and among the Authority, the Metropolitan Government and a bond trustee (the "Indenture") relating to the Bonds; and

WHEREAS, the Bonds are to be secured by and contain such terms and provisions as are set forth in the Indenture, in substantially the form attached hereto as Exhibit A, under which, among other things, the Metropolitan Government will pledge certain of its revenues to the payment of the Bonds;

WHEREAS, in order to market the Bonds, the Authority will prepare and distribute a Preliminary Official Statement and Official Statement regarding the Bonds, the Authority and the Metropolitan Government; and

WHEREAS, the Metropolitan Government and the Authority further desire to enter into an intergovernmental agreement (the "Intergovernmental Agreement), in the form attached hereto as Exhibit B, relating to the financing of the minor league baseball ballpark and related property acquisition, construction and development costs;

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

1. The Council hereby approves the Authority’s issuance and sale of the Bonds for the purposes of financing (i) costs to construct a minor league baseball ballpark and related public improvements; (ii) land acquisition costs; (iii) architectural, engineering, legal and consulting costs incident thereto; (iv) the payment of capitalized interest on the Bonds and (v) costs incident to the issuance and sale of the Bonds. The Bonds shall be issued on the terms and conditions set forth in the Indenture, with the terms of pricing inserted in the Indenture following the sale of the Bonds. The Bonds shall be sold by the Authority by negotiated sale to Raymond James & Associates, Inc. and such other underwriters as may be identified by the Authority and approved by the Director of Finance, and the Council hereby approves the sale of the Bonds, provided that:
a. the Bonds shall be sold at tax-exempt and/or taxable, fixed rates of interest;
b. the final maturity date of the Bonds shall not extend beyond the close of the 30th fiscal year of the Metropolitan Government following the date of issuance thereof;
c. the aggregate principal amount of the Bonds shall not exceed $65,000,000;
d. prior to the sale of the Bonds, the Authority shall cause to be published an initial resolution for the Bonds in full in one or more newspapers of general circulation in Davidson County, Tennessee; and
e. prior to the sale of the Bonds, the Authority shall obtain the approval of the Metropolitan Government’s Director of Finance to the pricing terms of the Bonds.

2. The Council hereby pledges to the payment of the principal of, premium, if any, and interest on the Bonds, if and when issued, all of the Metropolitan Government’s right, title and interest in and to (i) revenues received pursuant to Section 67-6-103, Tennessee Code Annotated, from the diversion of state and local sales tax revenues collected at the ballpark and (ii) to the extent the foregoing revenues and any other revenues of the Metropolitan Government or Authority pledged to payment of the Bonds, including any lease payments made by MFP Baseball, LLC to the Authority, are insufficient for the payment of debt service on the Bonds, all income and revenues collected from the Urban Services District (“USD”) of the Metropolitan Government which, according to generally accepted accounting principles promulgated by the Governmental Accounting Standards Board and normal and customary accounting practices of the Metropolitan Government, are deposited to and become assets of the USD General Fund of the Metropolitan Government and are derived from any source other than income and revenues derived from the exercise by the Metropolitan Government of its powers to levy and collect taxes of any kind. The Council hereby approves the Indenture in substantially the form attached hereto as Exhibit A, pursuant to which such pledge shall be effected, and authorizes the Metropolitan Mayor to execute, the Metropolitan Clerk to attest, and the Director of Finance and the Director of Law to approve, the Indenture in such form on the Metropolitan Government's behalf, together with such modifications as such officers shall deem to be necessary or advisable, including without limitation modifications to reflect the terms of pricing.

3. The Council hereby authorizes and directs the Director of Finance, working with the Authority, to provide for the preparation and the distribution by the Authority of a Preliminary Official Statement regarding the Bonds. After the Bonds have been sold, the Director of Finance, together with the Authority, shall make such completions, omissions, insertions and changes in the Preliminary Official Statement not inconsistent with this Ordinance as are necessary or desirable to complete it as a final Official Statement for purposes of Rule 15c2-12 of the Securities and Exchange Commission. The Council approves the distribution of the Official Statement in connection with the sale of the Bonds and hereby authorizes and directs the Director of Finance to sign the Official Statement on behalf of the Metropolitan Government.
The Director of Finance is authorized, on behalf of the Metropolitan Government, to deem the Preliminary Official Statement and the Official Statement in final form, each to be final as of its date within the meaning of Rule 15c2-12(b)(1), except for the omission in the Preliminary Official Statement of certain pricing and other information allowed to be omitted pursuant to such Rule 15c2-12(b)(1). The distribution of the Preliminary Official Statement and Official Statement in final form shall be conclusive evidence that each has been deemed in final form as of its date by the Metropolitan Government except for the omission in the Preliminary Official Statement of such pricing and other information.

4. The Council hereby approves the form of Intergovernmental Agreement attached hereto as Exhibit B, relating to the financing of the minor league baseball ballpark and related property acquisition, construction and development costs, and authorizes the Metropolitan Mayor to execute, the Metropolitan Clerk to attest, and the Director of Finance and the Director of Law to approve, the Intergovernmental Agreement in such form on the Metropolitan Government's behalf, together with such modifications as such officers shall deem to be necessary or advisable.

5. The Metropolitan Mayor, Director of Finance, Director of Law and Metropolitan Clerk of the Metropolitan Government are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary or advisable to cause the Bonds to be issued as described herein and to carry out and comply with the provisions of the Indenture and the Intergovernmental Agreement.

6. All ordinances in conflict or inconsistent herewith are hereby repealed insofar as any conflict or inconsistency exists.

7. This Ordinance shall take effect from and after its adoption, the welfare of the Metropolitan Government requiring it.

Sponsored by: Ronnie Steine, Erica Gilmore, Tim Garrett, Jerry Maynard

LEGISLATIVE HISTORY
Introduced:	November 19, 2013
Passed First Reading:	November 19, 2013
Referred to:	Budget & Finance Committee Convention, Tourism and Public Entertainment      Facilities Committee
Passed Second Reading:	December 3, 2013 - Roll Call Vote
Passed Third Reading:	December 10, 2013 - Roll Call Vote
Approved:	December 16, 2013
By: