When Nashville Mayor John Cooper and the Tennessee Titans announced on October 17 that they had reached an agreement to build a new stadium, a 27-page term sheet was released that outlines the principal terms and conditions for the financing, development, construction, operation, use, and occupancy of the multipurpose, enclosed stadium.
The term sheet, however, is subject to the negotiation, preparation, execution, and delivery of seven “Definitive Agreements” by the four parties – Metro Nashville government (Metro), the Nashville Sports Authority (the Authority), the Tennessee Titans (the Club) and a to-be-formed entity under common control of the Titans referred to as StadiumCo.
The resolution Cooper’s office submitted to Metro Council and pushed for approval, with the term sheet attached, indicates that the forthcoming definitive agreements for final financing, development, leasem and other agreements described in the term sheet are also subject to approval by the council.
The seven definitive agreements identified in the term sheet are, in the order named in the term sheet:
1. “Project Development Agreement” will define the administration, management and approval of the design, development and construction of the Stadium Project, the responsibility of which is StadiumCo on behalf of the Authority. StadiumCo, the Club, or another designated affiliate of the Club will contract with and direct the architect, construction manager, and other professionals in the design and construction of the Stadium Project, with the Authority being a third-party beneficiary of all such contracts and having final approval rights.
2. “Project Funding Agreement” will include the details of the funding responsibilities of the Authority, the State and the Club or StadiumCo, including the $760 million in Authority bonds, the $500 million one-time contribution by the State and the remaining funding to be the responsibility of Stadium Co and/or the Club.
3. “PSL Sales Agreement” is a sales and marketing agreement between the Club and/or StadiumCo as sales agent on behalf of the Authority.
4. “TSU Lease” the Authority, as owner of the stadium will lease the stadium to Tennessee State University, the terms of which will be subject to the approval of the Club to ensure, among other things, that TSU’s rights in the lease do not interfere with the rights of the Club.
5. “Non-Relocation Agreement” will be coextensive with the terms of the Stadium Lease including the exercised renewals and subject to NFL rules and on terms customary for an NFL franchise.
6. “Stadium Parking Facilities Agreement” will cover the respective rights and responsibilities of the parties relative to the development, use, revenues, operating expenses and capital expenses related to the Stadium Parking Facilities including player parking, premium/VIP parking, and additional parking to meet the needs of StadiumCo and the Club without adversely affecting Metro’s ability to develop the Stadium Village.
7. “Site Coordination Agreement” will address the collaboration among the Authority, Metro, StadiumCo and the Club on certain aspects of the development and operation of the Campus and Campus Development Project.
In addition to the definitive agreements, there are several other documents that need to be developed according to the term sheet, which include but are not limited to:
- Base stadium plan, which is a mutually agreed upon set of design and related documents that will guide the planning, development, and construction of the stadium and site
- Quality Operations Standard (QOS) for comparable NFL stadiums of similar age
- Capital Repairs Standards
- Rent revenues relative to the StadiumCo periodic payments to the Authority in the amount of $3.00 per ticket sold to non-NFL events
- Capital Asset Management Plan (CAMP) which will commend with the third year of the lease and every three years thereafter for the remainder of the initial term identifying the actions necessary to maintain the stadium and premises
And, of course, there are the documents related to the Campus Development and necessary infrastructure.
As Council Member Sean Parker (District 5) pointed out at the November 2 meeting of the East Bank Stadium Committee, the two biggest questions still outstanding from the mayor’s office are Metro’s obligations under the existing lease and the cost of construction and maintenance of a new stadium.
– – – Laura Baigert is a senior reporter at The Star News Network, where she covers stories for The Tennessee Star.
Photo “John Cooper” by John Cooper. Background Photo “Titans Stadium” by Hector Alejandro. CC BY 2.0.