RESOLUTION NO. RS2008-388

A resolution authorizing the execution and delivery of a grant agreement with the Industrial Development Board of The Metropolitan Government of Nashville and Davidson County, Tennessee with respect to a museum for African American music, arts and culture; and amending certain Initial Resolutions.

WHEREAS, the construction of a museum for African American music, arts and culture will provide educational opportunities for the citizens of the Metropolitan Government of Nashville and Davidson County (Tennessee) (the "Metropolitan Government"), promote and encourage the undertaking and performance of the arts in the community and promote economic development and regional tourism; and,

WHEREAS, the African American History Foundation of Nashville, Inc. (the "Foundation") has agreed to make available a site for the development of the museum (the “Museum”) on property owned by the State of Tennessee and leased to the Foundation, and is willing to lease such site to The Industrial Development Board of The Metropolitan Government of Nashville and Davidson County, Tennessee (the "Industrial Board"); and,

WHEREAS, the Metropolitan Government wishes to provide a grant pursuant to a grant agreement (the "Grant Agreement") to the Industrial Board pursuant to Section 9-21-107(3)(B) for the acquisition, construction and equipping of said Museum as a public works project, and to request the Industrial Board to acquire, construct and equip said Museum and retain the Foundation to manage the operation of the Museum on behalf of the Industrial Board pursuant to an Agreement with Respect to the Development and Operation of the Museum of African American Music, Art and Culture between the Industrial Board and the Foundation (the "Operating Agreement"); and,

WHEREAS, to provide a portion of the funds to accomplish the construction and equipping of the museum, the Metropolitan Government will grant to the Industrial Board $10,000,000 of the proceeds of general obligation bonds heretofore approved by the Metropolitan County Council by Resolution No. RS2006-1329, adopted on August 15, 2006, and as amended by Resolution No. RS2007-1862, adopted on April 17, 2007, and Resolution No. RS2007-2009, as adopted on July 17, 2007, respectively (together, the “Initial Resolutions”); and,

WHEREAS, pursuant to the Operating Agreement, the Foundation will be responsible for providing all remaining funding for constructing and equipping the Museum and for all operating costs of the Museum; and,

WHEREAS, the Industrial Board has approved the form of the Operating Agreement and the Grant Agreement; and,

WHEREAS, there has been presented to this meeting the form of the Grant Agreement, which appears to be in appropriate form and is an appropriate instrument to be executed and delivered for the purposes intended; and,
WHEREAS, for the purposes of authorizing the Grant Agreement, the Metropolitan County Council of the Metropolitan Government adopts this resolution.

NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE METROPOLITAN GOVERNMENT OF NASHVILLE AND DAVIDSON COUNTY, TENNESSEE, AS FOLLOWS:

Section 1. Approval of the Grant Agreement. The Metropolitan Government hereby approves a grant in the amount of $10,000,000 to be given pursuant to the Grant Agreement to the Industrial Board pursuant to Section 9-21-107(3)(B) for the acquisition, construction and equipping of the Museum as a public works project, and hereby requests the Industrial Board to acquire, construct and equip said Museum and retain the Foundation to manage the operation of the Museum on behalf of the Industrial Board pursuant to the Operating Agreement. The form, terms and provisions of the Grant Agreement presented at this meeting are hereby approved, and the Metropolitan Mayor and Metropolitan Clerk are hereby authorized, empowered and directed to execute and deliver the Grant Agreement in the name and on behalf of the Metropolitan Government. The Grant Agreement is to be in the form now before this meeting and hereby approved, or with such changes therein as shall be approved by the Metropolitan Mayor, his execution thereof to constitute conclusive evidence of his approval of any and all changes or revisions therein. From and after the execution and delivery of the Grant Agreement, the Metropolitan Mayor and Metropolitan Clerk are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Grant Agreement as executed.

Section 2. Amendment of Initial Resolutions. Notwithstanding anything in the Initial Resolutions to the contrary, the proceeds of any general obligation bonds or notes of the Metropolitan Government issued under the authority of the Initial Resolutions for the purpose of financing grants to the Metropolitan Development and Housing Agency ("MDHA") to finance capital costs of the Museum may be granted by the Metropolitan Government to the Industrial Board pursuant to the Grant Agreement.

Section 3. Additional Authorizations. All acts and doings of the Metropolitan Mayor and Metropolitan Clerk and any other representative or officer of the Metropolitan Government which are in conformity with the purposes and intent of this Resolution and in furtherance of the execution and delivery of the Grant Agreement as set forth herein shall be and same hereby are in all respects, approved and confirmed.

Section 4. Separability. 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 5. Repeal of Conflicting Resolutions and Effective Date. 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.

Sponsored by: Erica Gilmore, Erik Cole, Walter Hunt, Lonnell Matthews, Edith Taylor Langster, Jerry Maynard, Sam Coleman, Frank Harrison, Vivian Wilhoite, Sandra Moore

LEGISLATIVE HISTORY
Referred:	Budget & Finance Committee
Introduced:	August 7, 2008
Adopted:	August 7, 2008
Approved:	August 18, 2008
By: