BOARD OF DIRECTORS MEETING MINUTES Thursday, June 20

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BOARD OF DIRECTORS

MEETING MINUTES

Thursday, June 20, 2024 | 10:30 am | GEODIS Park – Goal Post

Attendees

Board Members: Chair Cathy Bender, Aaron McGee (Secy/Trsr), Kim Adkins, Don Deering, Tiffany Degrafinreid, Dan Hogan,

Winston Justice, Aaron McGee, Anna Page, Emmett Wynn

Staff: Monica Fawknotson (ED), Valda Barksdale, Bob Lackey, Brandon Little, Melissa Wells, Joshua Thomas (Metro Legal),

Lexie Ward (Metro Legal)

Visitors: David Aronoff (Cumming), Adolpho Birch (Titans), Michael Boggs (Mayor’s Office), Michell Bosch (Metro Finance),

Donna Butler (Preds), Katie Cafiero (Preds), Randall Coy (DLR Group), Haley Davidson (Titans), Kellen DeCoursey (Titans),

Stephen Elliott (Nashville Banner), Adam English (Sounds), Matthew Gulsvig (DLR Group), Don Hardin (Don Hardin Group),

Heather Hill (Cumming Group), Michelle Kennedy (Preds), Matthew Lockhart (MWS Stormwater), Necol Lyons (Metro OMB),

Chris Masters (Baron Malow), Kevin McGrath (CAA ICON), George Morgan (Morgan & Morgan Inc Technical Consultant

Services), James Morrison (Baron Malow), Shannon Myers (Titans), Jeff Oldham (Bass, Berry & Sims), Lindsey Paola (NSC),

Doug Scopel (Sounds), Steven Seibert (Morgan & Morgan Inc Technical Consultant Services), Paul Tarrants (DLR Group), Chloe

Travis (Mortenson), Don Twining (Cumming Group), Blake Wogoman (Barton Malow), Ben York (NDOT)

Call to Order

Chair Bender called the meeting of the Sports Authority Board of Directors to order, welcomed all to

GEODIS Park and thanked the Nashville Soccer Club for hosting.

Public Comment Period Pursuant to TN Open Meetings Act, TN Code Ann.§8-44-101

There were no sign ups for Public Comment.

Consider Approval of April 16, 2024 Meeting Minutes

Chair Bender asked if there were questions or comments pertaining to the April 16, 2024 Meeting

Minutes. There being none,

Upon a motion made by Director Page and seconded by Director McGee, the Board of Directors

unanimously approved the April 16, 2024 Meeting Minutes.

Nashville Mayor Freddie O’Connell’s Transit Talk

Chair Bender recognized and welcomed Mayor Freddie O’Connell to present his Transit Plan. Mayor

O’Connell began his comments by noting that WeGo Public Transit offers free service to NSC’s home

game at Geodis Park. As a result of Nashville’s booming sports economy and the increase of other

major events, the proposed Transportation Improvement Program: Choose How You Move (CHYM)

has been introduced to Metro Council. If approved by Metro Council, the CHYM program will move to

the Davidson County Election Commission for placement on the November 5

ballot as a referendum.

The proposal is a comprehensive transportation program focusing on four key elements: Sidewalks,

Signals, Service and Safety.

THE SPORTS AUTHORITY OF THE

METROPOLITAN GOVERNMENT OF NASHVILLE & DAVIDSON COUNTY

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1) Sidewalks-The proposal includes adding and/or upgrading 86 miles of sidewalks on main

corridors and pikes within easy access to Nashville’s busiest streets and most frequented transit

areas.

2) Signals-The program will upgrade nearly 600 traffic signals across Nashville. This will be

Nashville’s best opportunity to modernize our current traffic signal system.

3) Service- The proposal will enhance transit service along main corridors to 24 hours/day, 7

days/week, all year long. It also expands transit service to be more reliable, frequent and reach

more parts of Nashville.

4) Safety-The CHYM program will also improve safety for all users with upgrades to intersections

and construction of complete streets elements along Nashville’s most dangerous stretches of

streets.

Mayor O’Connell continued that Nashville’s challenges are indicative of the city’s economic successes

and are the consequences of growth including more traffic according to Forbes, Nashville workers have

the worst commute in the nation), lack of affordable housing, greater economic disparities and increases

in cost of living. The CHYM program will respond to Nashvillian’s request for an improved quality of

life by addressing the consequences of growth.

Mayor O’Connell reported that in the first eight months, his administration has:

▪ Delivered an East Bank development agreement that guarantees affordable housing for 99

years and sets the blueprint for building and improving neighborhoods across the city.

▪ Delivered a Capital Spending Program that prioritized schools, transportation infrastructure,

WeGo public transit service, maintenance in parks and libraries and customer service.

▪ Proposed a balanced budget that puts Nashvillian’s and their priorities first.

▪ In response to traffic safety and affordability challenges, the mayor’s office released its

Comprehensive Transportation Improvement Program

The proposal is based on the past decade of planning, reviewing 66,000 elements of data and listening to

conversation about Nashville’s inadequate streets and infrequent transit. Unfortunately, Nashville is one

of four cities in the top 50 U.S. metro areas that does not have a dedicated source for transportation

funding. The cost for Nashvillian’s to fund the proposal will add approximately 25 cents in sales tax to

each $50 purchase.

If voters approve the referendum in November, within year one Nashville will see WeGo enhancements,

initial sidewalk development and traffic signal improvements. Within five to ten years Nashville will

have more than half of its signals modernized and 60 miles of new and upgraded sidewalks.

The following Q&A ensued:

Q1) What is the formula for determining which areas will see sidewalk upgrades? (Director

McGee)

A1) Sidewalk development is focused on those areas that have chronically lacked infrastructure

investment, including the Southeast Nashville/Antioch areas. The intention is for sidewalk

development will impact all 35 Metro Council Districts. (Mayor O’Connell)

A1b) Interested parties can visit Nashville.gov for an interactive map that indicates specific

neighborhood planning for implementation of sidewalks (Michael Briggs Director, Metro

Transportation Planning)

Q2) Will shuttle service from the Park & Rides to the venues be coordinated into the plan,

particularly as it relates to SA facilities? How can the SA board be supportive of the CHYM

program? (Director Hogan)

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A2) The FTA has some constraints on what can be considered shuttle service and we are

collaborating with WeGo, NDOT as well as federal partners to ensure more flexible transit

service to venues. We are also focusing on cross town routes that offer service directly to high-

capacity areas. Keeping MTA as well as our administrative team abreast of those areas with the

greatest access challenges is a helpful way for the SA board to support development and

implementation of the plan. (Mayor O’Connell)

Q3) What is the biggest challenge of getting the referendum on the ballot in November and how

can we as members of the community be supportive in securing votes? (Director Adkins)

A3) Continuing conversations with the community and interacting with our team is essential.

This will ensure that voters are knowledgeable of the CHYM plan, are aware that the proposal

will be on the ballot and the importance of the transit plan for Nashville. We anticipate there

will be a high voter turnout, given the presidential race on the November ballot. (Mayor

O’Connell)

Q4) Will the transit plan include street pavement improvement such as pothole repairs? (Director

Wynn)

A4) While the CHYM program does not include a pothole fund, the wide array of infrastructure

upgrades will result in much better roadways. TDOT is responsible for state routes & interstates

while NDOT oversees local roadways. Stormwater and rain are a major issue for roadway

improvements and Metro Water & NDOT are collaborating to accelerate the maintenance and

repair of local roads. Thus far this year NDOT crews have successfully completed over 20k

pothole recoveries. (Mayor O’Connell)

A4b) Given that many of the 54 miles of access corridors have not received upgrades since the

60s and 70s, the CHYM plan offers the opportunity to modernize the streets for how people

navigate today and in the future. (Mr. Briggs)

Executive Director’s Report

ED Fawknotson gave a summary overview of the agenda. She reported that she and the SA staff

attended the Convention, Sports and Entertainment Facilities (CSEF) Conference in Las Vegas last

month. At the conference, she participated in a panel discussion alongside James Weaver (Partner

Holland & Knight), Lucy Kempf (Executive Director, Metro Planning), Johari Matthews (Vice

President & Executive Director of ONE Community Tennessee Titans Foundation) and moderated by

Darden Copeland (Managing Director & Founder, Calvert Street Group). The discussion mostly

centered around the Titans New Stadium construction project and what it took to get the deal across the

finish line. The discussion was well received by conference attendees.

Attending the conference was an educational and networking opportunity for SA staff, particularly

considering there were industry leaders and owners from all over the country as well as multi-sectors.

ED Fawknotson thanked the board for supporting SA staff’s participation in the conference.

Personnel Committee Report

Director Deering reported that the Personnel Committee (PC) met on June 12 to conduct the annual

evaluation of the Sports Authority’s Executive Director. The PC is pleased with ED Fawknotson’s

performance including her communication efforts, board leadership and favorable relationship with

facility partners, Metro Departments, the Mayor’s office as well as the Metro Council. She has good

institutional knowledge and the PC recommends approval of a salary increase commensurate with the

increase Metro employees will receive (4% Cost of Living Adjustment and a 3% Merit Increase).

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During the PC meeting, the group also discussed continuing education opportunities for the board and

putting measures in place to decrease the learning curve for new members.

Finance Committee (FC) Report

FC Chair Hogan reported that the FC met at 9:30am and recommends the Authority:

A. Approve a Resolution Authorizing and Approving Salary Updates and Staff Parking Expenses

for Fiscal Year 2025 – This Resolution authorizes salary updates for the Executive Director and

the department’s Finance Team (Melissa Wells and Bob Lackey). The amount of the increase

will mirror what the FY25 Metro budget extends to its employees. Ms. Wells and Mr. Lackey’s

salaries are not funded by Metro, rather by the Sports Authority. Additionally, the Resolution

authorizes funding of approximately $8,000 from Sports Authority revenue (not the General

Fund) for staff parking at our new Second Avenue office.

The Finance Committee recommends approval of the Resolution.

Upon a motion made by Director Hogan and seconded by Director Deering, the Board of Directors

unanimously voted to approve a Resolution Authorizing and Approving Salary Updates and Staff

Parking Expenses for Fiscal Year 2025

B. Approve a Resolution Approving the Expenditure of Funds Related to Continuing Obligations

to Maintain and Comply with Storm Water Control Measures at First Horizon Park – First

Horizon Park has a water quality unit that needs to be repaired and a bioretention/rain garden

area that requires weeding and on-going maintenance through the baseball season. Staff solicited

bids for both projects and is requesting funding in the amount of $7,500. The Finance

Committee recommends approval.

Upon a motion made by Director Hogan and seconded by Director Adkins, the Board of Directors

unanimously voted to approve a Consider Approval of a Resolution Approving the Expenditure of Funds

Related to Continuing Obligations to Maintain and Comply with Storm Water Control Measures at First

Horizon Park

Titans New Stadium Monthly Progress Report

Adolpho Birch, Chief External & League Affairs Officer reported as follows:

• The month of May included the continuation of the Construction Document design phase,

preconstruction services from the Tennessee Builders Alliance (“TBA”), and continued preparation and

mobilization of construction. The Titans and ICON continue to work collaboratively with Cumming

Group as they transition to daily operations of the project.

• The project team continues to review the 100% Design Development estimate package and collaborate

strategies to maintain the project budget. The design team issued the 50% of the Construction

Documents GMP Set on Friday, May 31st. An addendum will be issued on June 28, 2024 that covers the

stadium food service adjustments to meet the requirements of the stadium concessionaire, Sodexo Live.

• The Titans continued to work with Metro East Bank team members and Fallon to review and coordinate

the design of the south plaza, South 2nd Street, as well as on-going infrastructure discussions and the

future regional pump station.

• Construction activities are progressing including working concurrently onsite with multiple trades. As of

the end of the month, the excavation is approximately 50% complete and TBA/Michels Corp have

completed 19% of piers. Trailer mobilization continues within Titan Town, with the safety training and

community diversity complexes complete and in-use.

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• Colonial Pipeline is complete with their gas line relocation.

• TBA will solicit procurement for the balance of packages on June 3, 2024 for the GMP. Additional

outreach events will be held to provide information and networking opportunities including a virtual

event and regional events in Knoxville and Memphis. Director Adkins asked whether the virtual

meetings are being recorded and available for viewing to which Mr. Birch stated he believes they are

being recorded and several additional virtual meetings are scheduled. He also noted that complete and

current project information is available at www.nashvillestadiumconstruction.com

• There is continued communication and meetings with surrounding stakeholders regarding the

forthcoming stadium logistics and parking plans with Nashville Department of Transportation and other

Metro departments.

• The Titans, TBA, and Metro’s Business Assistance Office are meeting regularly to discuss the status and

reporting for DBE participation for both the design and construction phases of the project. Opportunities

and processes are also posted on the website and notices are distributed via Metro Procurement,

Business Connect Database from Tennessee Builders Alliance and a Project E-News List (gathered from

project website and outreach event attendees)

• TBA has held and planned future outreach events to support the next and final grouping of procurements

(referred to as Package #5). During the outreach event on June 6, attendees (potential prime contractors

and potential sub-contractors) met the project team, learned more about how to get involved, and asked

specific questions about opportunities in Procurement Package #5.

• During the month of May, TBA worked with community partners to recruit students for the second TC2

cohort that began on June 6th. The 15 high school student cohorts are primarily 18-year-olds who will

graduate from the program July 2; they have all been placed with either Turner Construction or Jones

Brothers Construction. The goal for the program is to continue over the life of the stadium construction

project.

• The project has spent a total of $152,520,124 through the end of May 2024. For the last approved

monthly pay application of April 2024, the project spent a total of $12,503,768.

• This summer, ONE Community and the Tennessee Kurdish Community Council will launch an adult

cohort of the six-week Real Estate and Sports Venue Development Bridge Program, directly related to

the development and construction of the new Nissan Stadium. Expected to host 25 participants, the

virtual program participants will earn a $500 scholarship and learn about the fundamentals of sports

venue development.

• In May the Titans hosted 25 Tennessee State University's Department of Human Performance and

Sports Sciences students for the 2nd Annual Maymester course. The week-long course introduced

undergraduates and graduates to sports with presentations from industry professionals including Titans'

senior leadership team, gameday entertainment leads, creative, marketing, communications, community

engagement, football operations, hospitality and corporate partnerships personnel. To conclude their

participation, each student presented an overview of the highlights from their experience. They were

also offered the opportunity to tour Titans House.

Shannon Myers, Titans, SVP & CFO reported on anticipated Capital Expenditure Projects stating there

were two new items added: Replacement of Security Command Center Workstations ($25,000 estimated

cost) and purchase of golf cart for patron transportation ($8,200 estimated cost).

Director McGee reported that he has attended some of the TBA events and observed excellent

attendance, great energy and a very hopeful environment.

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Stadium Project Management Report: Authority Construction Representative

Heather Hill, Senior Director Project Management, Cumming Management Group (CMG) gave an

overview of the Guaranteed Maximum Price (GMP) timeline:

• The Design Team delivered the 50% Construction Documents GMP Set on 5/31 from the Design

team as scheduled.

• TBA is now working with its subcontractors to finalize the GMP and a schedule. During this phase

TBA will review contract exhibits, bidding documents, clarifications and qualifications and the

CMG will (as representatives for Sports Authority) examine the same to ensure contracts/agreements

are being adhered to as stated.

• July 16 - First Draft GMP documents distribution (pricing, clarifications, and qualifications)

• July 25 - First Draft GMP comments due back to Tennessee Builders Alliance

• August 15 – Cumming Group to provide SA board an update on status of documents and processes

• August 19 - Second Draft GMP & Full Project Budget Update

• August 26 - Second Draft GMP comments due back to TBA

• August 30 Final GMP documents with full Project Budget Update

• Early to Mid-September - Sports Authority Board Special Session where the CMG will provide

report/recommendation for SA approval based on information received from Titans

• October 1 - Funding Date, per the agreement

• There are several design priority items including the South Plaza which is a public area slated to be

placed between the new stadium, the Fallon development and the South 2

Street Section (between

Russell and Victory) where the goal for this area is ensure a pleasant visitor experience on game and

non-game days.

• With regards to financials, CMG received two draft reports from JLL; once final reports are received

a meeting will be schedule with Metro Finance for a review.

• A meeting with BAO and the Titans was held June 14 to discuss the Disadvantaged Business

Enterprise (DBE) process and getting iSupplier & B2Gnow up to date. The goal is to ensure that

DBE reporting is completely timely and accurately.

Ms. Hill reported that TBA and the Titans have been great to work with. Due to the time crunch, continued

transparency of the process is critical and CMG will ensure that the SA board is kept abreast of all activities.

The desire is to ensure that SA is getting an appropriate project constructed and a stadium that all can be proud

of.

Director Wynn asked what is being done to ensure ingress and egress is smooth to which Ms. Hill noted it is

very high on the list to ensure that navigating in and around the new stadium is safe and easily accessible.

ED Fawknotson brought to the board’s attention that the September 19 board meeting date will be moved to

either September 12 or 13 to accommodate the GMP schedule. She further noted that she does not anticipate

the need to have both a Special Called and regular board meeting during September. Once a date is confirmed,

the board will be notified.

East Bank Team Presentation

Bob Mendes, Metro Chief Development Officer, reported there are several new development projects

scheduled to be side by side on the East Bank, with all of them being Metro owned developments. It is

important that the new stadium fits within the parameters of the other projects and that all development

team members are working cohesively together. Mr. Mendes further reported:

• The vision for the East Bank development footprint will encompass 550 acres.

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• In addition to the new stadium, the East Bank Vision l includes parks, greenways, residential

developments, TPAC and a mixed-use development.

• The idea is for the development to also be a neighborhood which includes at least 1,550

residential units, a minimum of 695 affordable units, a daycare located inside a residential

building, ground retail, Short Term Rentals prohibited, a limitation on number of bars and a

maximum of three hotels.

• The goal is to have all Open Design issues resolved prior to approval for the GMP going before

the SA. If an open design issue is present at the GMP presentation for SA approval, perhaps SA

can approve on a contingency/alternative basis. Some of the current Open Design Issues are:

o South Plaza design concerning accessibility, materials, pedestrian pathways and interface

with future Fallon development.

o The Interstate Drive and 100’ security boundary conflict

o South 2nd Street Building access and use for building maintenance vehicles and golf

carts only. Additional design information, including a potential agreement of use, is

needed.

o Security features necessary to balance security needs with open and welcoming

neighborhood.

o Stadium Elevations review continues with concerns of highly visible elevations.

Jeff Oldham, Bond Counsel, Bass Berry & Sims noted there is optimism that a GMP can be reached that

satisfies the funding release date. He is also of the belief that if there are design issues when the SA

board meets in September, the board can approve the agreement with asterisks/contingencies.

Chair Bender requested clarification regarding the number of affordable/low-income housing units and

what income levels can afford to live in those units. Mr. Mendes noted there is a commitment of 1,550

units with 695 units at varying levels of affordability. Two of the buildings will house 300 units for

families with 30% to 80% AMI (Area Median Income which is based on federal census data per family

size). Currently for a family of four the AMI at 30% would equal approximately $100k annual income.

Units in all other buildings will be required to incorporate a minimum of 10% units at the 80% AMI

level. All 695 units will remain affordable for the duration of the 99-year lease agreement period.

Director Hogan questioned whether aspects of the mayor’s transit plan will be a part of the vision;

particularly with efforts to avoid and or minimize ingress/egress problems during events at the new

stadium. Mr. Mendes noted that the mobility hub will allow for non-event pedestrians and motorists to

avoid high traffic areas during event days. Additionally, WeGo, the Titans and Metro Police are

experimenting with utilizing the buses as a means of transportation on event day.

Adjourn

In closing, Chair Bender announced the next meeting is scheduled for 10:30am Thursday, July 18 at

Bridgestone Arena. There being no further questions or business, the Board of Directors meeting

adjourned.

Respectfully submitted, Valda Barksdale, Metro Nashville Sports Authority

YouTube Meeting Link:

https://www.youtube.com/watch?v=6mhTEBtRzqs

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