MEMORANDUM OF UNDERSTANDING

THIS MEMORANDUM OF UNDERSTANDING (this "Agreement") is made and

entered into as ofthe ^^ay of KIAA^,2018 (the "Effective Date") by and bet\veen THE
METROPOLITAN GOVERNMENT M>'NASHVILLE AND DAVIDSON COUNTY (the

"Metropolitan Government") and THE CONVENTION CENTER AUTHORITY OF THE
METROPOLITAN GOVERNMENT OF NASHVILLE AND DAVIDSON COUNTY (the
"Convention Center Authority").
WITNESSETH:

WHEREAS, the Convention Center Authority issued Tourism Tax Revenue Bonds,

including Series 201 OB, to pay the costs associated with planning, designing, engineering,
acquiring, constructing, equipping, furnishing, improving, repairing, refurbishing and opening
the Music City Center;

WHEREAS, as a part of the bond financing for the Music City Center, the Convention
Center Authority entered into an Indenture of Trust, dated as of April 1, 2010, by and between
the Convention Center Authority and U.S. Bank National Association, as the Trustee, pursuant to
which the Series 201 OB Bonds were issued (the "Indenture;" capitalized terms used but not
defined in this Agreement have the meanings given them in the Indenture);
WHEREAS, the Indenture, pursuant to Section 5.02(f), established a Surplus Revenue
Fund, which was further described in Section 5.10;

WHEREAS, the purpose of the Surplus Revenue Fund was to (i) receive and hold all
Tourism Tax Revenues and Project Operating Revenues which are not otherwise used to pay

Operating Expenses or required to be deposited into any other Fund or Accoimt in accordance
with Section 5.05 of the Indenture, and (ii) make disbursements into other Funds and Accounts
or to Persons, including, without limitation, the Metropolitan Government, as required by the
Indenture;

WHEREAS, pursuant to Section 5.10(b) of the Indenture, all moneys on deposit in the
Surplus Revenue Fimd shall be used and applied in the following order: (i) for the payment of
Operating Expenses as and when such expenses arise to the extent moneys are unavailable in the
Revenue Fimd for such purpose,(ii) to cure any deficiency in the Debt Service Fund,(iii) to cure
any deficiency in the Debt Service Reserve Fund,(iv)to reimburse the Metropolitan Government
for all Non-Tax Revenues used to pay Debt Service and (v) with the consent and at the direction
ofthe Director of Finance,for any other lawful purpose;
WHEREAS, the Convention Center Authority receives certain Tourism Tax Revenues

from the Metropolitan Government under the Intergovernmental Project Agreement(Convention
Center Project) dated as of February 1, 2010, by and between the Metropolitan Government, the
Convention Center Authority and The Metropolitan Development and Housing Agency of
Nashville and Davidson Coimty, including (i) revenues received by the Metropolitan
Government and granted to the Issuer under the terms of the Intergovernmental Agreement
derived from 3% of the 6% hotel/motel tax imposed pursuant to Tennessee Code Annotated
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 Section 7-4-102 and Metropolitan Code Section 5.12.020 to be charged, per night, to the

occupant of any hotel, motel or other specified transient lodging within the Metropolitan
Government, less that portion of such tax required to be deposited to the Metropolitan
Government General Fund pursuant to Section 7-4-102(b)(3) and Section 7-4-110(f) of the
Tennessee Code Annotated (the "Hotel/Motel Tax Revenues"); (ii) revenues received by the
Metropolitan Government from $2.00 of the $2.50 hotel room occupancy tax to be charged, per
night, to the occupant of any hotel, motel or other specified transient lodging within the
Metropolitan Government pursuant to Tennessee Code Annotated Section 7-4-202 and
Metropolitan Code Section 5.12.120 and granted to the Issuer by the Metropolitan Government
under the terms of the Intergovernmental Agreement (the "Room Occupancy Tax Revenues");
and (iii) revenues received by the Metropolitan Government pursuant to TCA 67-6-103 from the
diversion of sales tax revenues collected at the Convention Center Project and any convention
center hotel that is approved by the Tennessee Department of Finance and Administration in
accordance with TCA 67-6-103 (the"MCCA Campus Sales Tax Revenues"); and

WHEREAS,the Metropolitan Government and the Convention Center Authority wish to
enter into this Agreement to allow for the allocation and transfer of a portion of the Hotel Motel
Tax Revenues,the Room Occupancy Tax Revenues and the MCCA Campus Sales Tax Revenues
(collectively, the "Revenues") held in the Surplus Revenue Fund.
NOW, THEREFORE, in consideration of the premises, the mutual promises and
benefits hereinafter set forth, and other good and valuable consideration, the receipt and legal
sufficiency of which are acknowledged, the parties hereby agree as follows:
1.

Allocation of Surplus Revenues.

a.
No later than September 30, 2018, the Convention Center Authority agrees to
transfer back to the Metropolitan Government a total of Seven Million Five Hundred Thousand
Dollars and No/00 ($7,500,000) of the Revenues for Fiscal Years 2017 and 2018. No later than
August 31, 2019, the Convention Center Authority agrees to transfer back to the Metropolitan
Government a total of Two Million Five Hundred Thousand Dollars ($2,500,000.00) of the
Revenues for Fiscal Year 2019.

b.
Beginning with Fiscal Year 2020, and pursuant to the Indenture, and in complete
satisfaction of the Director of Finance's rights or ability to transfer or request funds pursuant to
Section 5.10(b) of the Indenture, and for so long as the Convention Center Authority can pay its
Operating Expenses as and when such expenses arise, can cure any deficiency in the Debt
Service Fund and cure any deficiency in the Debt Service Reserve Fund, the Convention Center
Authority agrees to transfer back to the Metropolitan Government on an annual basis the greater
of [i] Two Million Five Hundred Thousand Dollars and No/00 ($2,500,000) or [ii] five percent
(5.0%)ofthe Revenues in excess ofTwo Million Dollars and No/00($2,000,000).
For illustrative purposes only, if the Convention Center Authority received Revenues of

$65,000,000 in a fiscal year, $3,150,000 would be transferred to the Metropolitan Government,
calculated as follows:

$65,000,000 - $2,000,000 = $63,000,000 * 5.0% = $3,150,000
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 2.

Timinp nf Transfer. Beginning with Fiscal Year 2020,for any fiscal year in which

payment is owed to the Metropolitan Government, payment of Two Million Five Hundred
Thousand Dollars ($2,500,000.00) shall be made by the Convention Center Authority on or
before August 31®' for the preceding fiscal year. If payment in excess of Two Million Five
Hundred Thousand Dollars ($2,500,000.00) is due, such excess shall be paid to the Metropolitan
Government not later than October 31®'for the preceding fiscal year.
3.

Term of Agreement. The initial term of this Agreement, and the duties and

responsibilities of the parties hereunder, shall begin on the Effective Date and shall extend for so
long as the Convention Center Authority is receiving the Revenues under the Intergovernmental
Project Agreement(Convention Center Project).

4.

Default. In the event any of the parties hereto shall fail to perform any of its

obligations hereunder or shall become unable to perform by reason of bankruptcy, insolvency,
receivership or other similar event, then the non-defaulting party, so long as said party is not
itself in default hereunder, may seek specific performance, mandamus or other extraordinary

relief to compel the defaulting party to perform hereunder. Notwithstanding anything to the
contrary herein, termination of this Agreement shall not be permitted if such termination would
impair in any way the ability or capacity of any of the parties hereto to fully and timely fulfill its
obligations under any contract or agreemerit with any third party.
5.

Severability. If a court of competent jurisdiction determines that any term of this

Agreement is invalid or imenforceable to any extent imder applicable law, the remainder of this
Agreement(and the application of this Agreement to other circumstances) shall not be affected
thereby, and each remaining term shall be valid and enforceable to the fullest extent permitted by
law.

6.
Governing Law and Venue. This Agreement shall be governed by and construed
in accordance with the laws of the State of Tennessee. Venue for any litigation arising out ofthis
Agreement shall be in the courts of Davidson Coimty Termessee.

7.

Entire Agreement. This Agreement contains the entire understanding between the

parties with respect to the matters contained herein, and supersedes any prior understanding and
agreements between them respecting the within subjeet matter. There are no representations,
agreements, arrangements or understandings, oral or written, between the parties hereto relating
to the subject matter of this Agreement which are not fully expressed herein. Notwithstanding
the foregoing, to the extent this Agreement or any of the terms hereof shall conflict with the
terms of any of the other documents or agreements referenced herein, the terms of said
documents or agreements shall control.
8.
Headings. The paragraph headings are inserted only as a matter of convenience
and for references and in no way define, limit or describe the scope or intent of this Agreement
or in any way affect this Agreement.

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 9.
Force Maieure. No party shall have any liability to any other party hereunder by
reason of any delay or failure to perform any obligation or covenant if the delay or failure to

perform is occasioned by force majeure, meaning any act of God, storm, fire, casualty, work
stoppage, strike, lockout, labor dispute, civil disturbance, riot, war, national emergency, act of
Government, act of public enemy, or other cause of similar or dissimilar nature beyond its
control.

10.

Maintenance of Records. The books, records, and documents of the parties, as

they relate to any money received under this Agreement, shall be maintained in accordance with
the Metropolitan Government's record retention policies, generally for a period of seven (7)
years from the date of the payment. The records shall be maintained in accordance with
generally accepted accounting principles.

[SIGNATURES ON FOLLOWING PAGE]

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 IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed
by their duly authorized officers as ofthe date first written above.
THE METROPOLITAN GOVERNMENT OF

CONVENTION CENTER AUTHORITY OF

NASHVILLE AND DAVIDSON COUNTY:

THE METROPOLITAN GOVERNMENT OF
NASHVILLE AND DAVIDSON COUNTY:

Metropolitan Mayor

APPROVED AS TO AVAILABILITY

ATTEST:

OF FUNDS

Secretary
Director of Finance

APPROVED AS TO FORM AND
LEGALITY:

ector ofLw

MetropdliSi Qerk

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