RESOLUTION NO. RS2015-1575

A resolution authorizing an economic and community development incentive grant to be made to The Industrial Development Board of The Metropolitan Government of Nashville and Davidson County for the benefit of WCP Properties, LLC and other affiliates of HCA Holdings, Inc.

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

WHEREAS, the provision of quality 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 Tenn. Code Ann. § 5-9-101(26), the Metropolitan Government is authorized to use available funds to make grants for economic and community development purposes; and

WHEREAS, pursuant to Chapter 2.210 of the Metropolitan Code, in order to encourage economic and community development within the County, the Metropolitan Government is authorized to make economic and community development incentive grants with respect to “qualified projects” and “qualified companies” (as such terms are defined in Section 2.210.010 of the Metropolitan Code) if the location of such qualified project or such qualified company’s applicable facility within the County is expected to result in the creation of at least five hundred additional jobs within the County during the first five years of operations or during the first five years of an expansion of operations; and

WHEREAS, Chapter 2.210 of the Metropolitan Code provides that the actual amount and period of economic and community development incentive grants pursuant to such Chapter 2.210 shall be made by taking into account, among other things, the number of jobs created, the amount of revenue from all sources that is anticipated to be received by the Metropolitan Government with respect to the location of the qualified company and its operations in the County (or in the qualified project), and other economic and community development opportunities that the qualified company and/or the qualified project is expected to create; and

WHEREAS, HCA Holdings, Inc., a publicly traded Delaware corporation (“HCA”), is the nation’s leading provider of healthcare services and is headquartered in Nashville, Tennessee; and

WHEREAS, WCP Properties, LLC (“WCP”) is an indirect wholly-owned subsidiary of HCA; and

WHEREAS, pursuant to Resolution No. RS2014-989, the Metropolitan County Council of the Metropolitan Government (the “Metropolitan Council”) authorized an Economic and Community Incentive Grant Agreement (the “Original Agreement”) among the Metropolitan Government, The Industrial Development Board of The Metropolitan Government of Nashville and Davidson County (the “Board”) and WCP with respect to a project consisting of office buildings and related commons areas estimated to contain approximately 570,000 rentable square feet of space (excluding commons areas) and multi-deck parking facilities being developed on an approximately 10.55 acre parcel located at the intersection of Charlotte Avenue and Eleventh Avenue in Nashville, Tennessee (the “Capitol View Project”); and

WHEREAS, pursuant to the Original Agreement, the Metropolitan Government agreed to make an economic and community development incentive grant to the Board for the benefit of WCP in an amount calculated by multiplying the number of Incremental Company Entity Positions (as defined in the Original Agreement) as of the last day of each “Grant Year” (as defined in the Original Agreement) by $500 for a period of seven years; and

WHEREAS, HCA and certain of its subsidiaries have announced their decision to relocate certain subsidiary headquarters operations and centralized business operations to two additional locations in Davidson County: (1) an approximately 120,000 rentable square foot portion of an office building located at One Dell Parkway, Nashville, Tennessee 37127 (the “Corporate Support Service Center Project” or “CSSC Project”), and (2) an approximately 300,000 square foot building located on an approximately 53 acre parcel at 2000 American General Way, Brentwood, Tennessee 37027 (the “Old Hickory Campus Project”); and

WHEREAS, HCA anticipates that the occupancy of the CSSC Project and the Old Hickory Campus Project will result in the creation of approximately 700 Incremental Company Positions (as defined in Exhibit A hereto) and the retention in Davidson County of approximately 400 existing positions in the initial phase of the occupancy of the CSSC Project and the Old Hickory Campus Project; and

WHEREAS, the Metropolitan Government desires to amend Resolution RS2014-989 such that the term “Project” includes the Capitol View Project, the CSSC Project and the Old Hickory Project; and

WHEREAS, the Metropolitan Government desires to amend and restate the form of the Economic and Community Incentive Grant Agreement so that it is substantially the form attached hereto as Exhibit A; and

WHEREAS, the Metropolitan Government has found that (1) the Project (which consists of the Capitol View Project, the CSSC Project and the Old Hickory Project) meets the criteria of a “qualified project” under Section 2.210.010 of the Metropolitan Code, (2) WCP and any Company Entities (as defined in Exhibit A hereto) that occupy the Project meet the criteria of a “qualified company” under Section 2.210.010 of the Metropolitan Code, and (3) the Project, WCP and any Company Entities that occupy the Project meet the criteria to be eligible to receive the benefits of an economic and community development incentive grant as authorized by Sections 2.210.020(A) and (B) of the Metropolitan Code; and

WHEREAS, the Metropolitan Government has found that the development and construction of the Capitol View Project within the County, the leasing and redevelopment of the CSSC Project within the County and the acquisition and redevelopment of the Old Hickory Project in the County, the related investment and growth in connection therewith, the relocation of the respective headquarters of Parallon Business Solutions, LLC (“Parallon”), HealthTrust Purchasing Group, LP (“HPG”) and Sarah Cannon Holdings, LLC (“Sarah Cannon”) to the Capitol View Project, the relocation of other operations of Company Entities to the CSSC Project and the Old Hickory Project and the employment growth in the County as a result of the foregoing will significantly expand employment and other commercial opportunities for area citizens; and

WHEREAS, in order to promote industry and develop trade and to create jobs and reduce unemployment and to further other public purposes of the Metropolitan Government, and after taking into account, among other things, the amount of revenue from all sources that is anticipated to be received by the Metropolitan Government from the development and construction of the Capitol View Project within the County, the leasing and redevelopment of the CSSC Project within the County and the acquisition and redevelopment of the Old Hickory Project in the County, the related investment and growth in connection therewith, the relocation of the respective headquarters of Parallon, HPG and Sarah Cannon to the Capitol View Project, the relocation of other Company Entity operations to the CSSC Project and the Old Hickory Project and the employment growth in the County as a result of the foregoing and other economic and community development opportunities that WCP and any Company Entities that occupy the Project are expected to create within the County as a result of the foregoing, the Metropolitan Government has found that it is in the best interest of the Metropolitan Government to make an economic and community development incentive grant to WCP in an amount calculated by multiplying the number of Incremental Company Entity Positions (as defined in Exhibit A hereto) as of the last day of each “Grant Year” (as defined in Exhibit A hereto) by $500 for a period of seven years; and

WHEREAS, it is in the interest and welfare of the citizens of the Metropolitan Government to approve and execute the Economic and Community Development Incentive Grant Agreement with the Board and WCP in the form attached hereto as Exhibit A.

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

Section 1. That the Metropolitan Government shall make annual economic and community development incentive grant payments to the Board for the benefit of WCP and other Company Entities that occupy portions of the Project during the seven year Grant Period (as defined in Exhibit A hereto).

Section 2. That the amount of the annual incentive grant payments authorized hereby be calculated by multiplying the number of Incremental Company Entity Positions (as defined in Exhibit A hereto) for each Grant Year (as defined in Exhibit A hereto) by $500.

Section 3. Notwithstanding anything to the contrary herein, the Metropolitan Government's obligation to make any payments hereunder is contingent upon the annual appropriation of funds for such purpose by the Metropolitan Council.

Section 4. That the Agreement by and among the Metropolitan Government, the Board and WCP, the form of which is attached hereto as Exhibit A and incorporated herein by reference, is hereby approved, and the Mayor is authorized to execute the same; provided, however, that (a) the form of such Agreement will be modified, as necessary, to reflect the identity of the HCA subsidiaries which will be parties to the Agreement (and, if applicable, other similar changes), and (b) must be approved as to legality by the Metropolitan Government Department of Law prior to being executed by the Metropolitan Government or the Board.

Section 5. That other than as provided at Section 4 of this Resolution, any material amendments, renewals, or extension of the terms of the Agreement must be approved by resolution of the Metropolitan Council.

Section 6. That this Resolution shall take effect from and after its passage, the welfare of The Metropolitan Government of Nashville and Davidson County requiring it.

Sponsored by: Bill Pridemore, Brady Banks

If you would like a copy of the attachment to any ordinance or resolution, please email your request to the Metro Clerk's Office at metro.clerk@nashville.gov

LEGISLATIVE HISTORY
Referred to:	Budget & Finance Committee
Introduced:	July 21, 2015
Adopted:	July 21, 2015
Approved:	July 22, 2015
By: