Sports Authority of the City of Crossville

City of Crossville 392 North Main Street Crossville, TN 38555 Minutes Tuesday, June 18, 2024 12:30 PM Conference Room 317 Sports Authority of the City of Crossville Sports Authority of the City of Minutes June 18, 2024 Crossville Regular Meeting The Sports Authority of the City of Crossville met for its organizational meeting on June 18, 2024 at Crossville City Hall. The meeting was called to order by Mayor Crawford at 12:54 p.m. Call to Order Present 7 - Lou Morrison, Sheryl Webb, Tracey Barnes, Mark Moore, Brock Hill, Rob Patton, and Ethan Hadley Others present were Mayor Crawford, Mayor Pro-tem Harrison, Council member Turner, Council member Shanks, City Manager Valerie Hale, City Clerk Baylee Rhea, City Attorney Randy York, Nathan Clouse, Cheryl Duncan, Lee Lawson, Danny Radar, Kevin Chamberlin, Mandy Perhay, Larry Kidwell, Jessie Brooks, and Chris Kendrick. Public Comments There were no comments made. Agenda Items Mayor Crawford requested to move item #2 to be the first item on the agenda. There was no objection from the board members. 2. Nomination and Election of Chairman of the Board and Officers The State of Tennessee requires multiple officers for any Sports Authority formed. Officers include: Chair of the Board, President, Vice Chair of the Board, Vice President, Secretary, Vice Secretary, and Treasurer. Multiple positions can be held by the same person. It was suggested by City Attorney Randy York for the Chair/President and the Vice Chair/Vice President be held by the same individual. These roles are for the Board and the Corporation. Also, whoever is elected Secretary, Vice Secretary, and Treasurer serve that role on both the Board and Corporation. A motion was made by Brock Hill, seconded by Rob Patton, to elect Tracey Barnes as President and Chair of the Board. The motion carried by the following vote: Aye: 6- Morrison, Webb, Moore, Hill, Patton and Hadley Absent: 1- Barnes City of Crossville Page 1 Sports Authority of the City of Minutes June 18, 2024 Crossville A motion was made by Brock Hill, seconded by Rob Patton, to elect Lou Morrison as Vice President and Vice Chair of the Board. The motion carried by the following vote: Aye: 6- Morrison, Webb, Moore, Hill, Patton and Hadley Absent: 1- Barnes A motion was made by Lou Morrison, seconded by Rob Patton, to elect Brock Hill as the Secretary for the Board and Corporation. The motion carried by the following vote: Aye: 6- Morrison, Webb, Moore, Hill, Patton and Hadley Absent: 1- Barnes A motion was made by Brock Hill, seconded by Lou Morrison, to elect Rob Patton as Assistant Secretary to the Board and Corporation. The motion carried by the following vote: Aye: 6- Morrison, Webb, Moore, Hill, Patton and Hadley Absent: 1- Barnes A motion was made by Lou Morrison, seconded Ethan Hadley, to elect Mark Moore as Treasurer of the Board and Corporation. The motion carried by the following vote: Aye: 6- Morrison, Webb, Moore, Hill, Patton and Hadley Absent: 1- Barnes 1. Adoption of Bylaws City Attorney Randy York presented bylaws to the Board for approval. He explained that the bylaws presented were set by State statute. City Manager Valerie Hale asked if the fiscal year end could be June 30th since the City of Crossville's fiscal year end is June 30th. Mr. York said that it could be, but it would need to be noted in the bylaws. None of the board members objected to this suggestion. A motion was made by Rob Patton, seconded by Lou Morrison, to adopt the bylaws as presented with the changes that have been noted. The motion City of Crossville Page 2 Sports Authority of the City of Minutes June 18, 2024 Crossville carried by the following vote: Aye: 6- Morrison, Webb, Moore, Hill, Patton and Hadley Absent: 1- Barnes 3. Adoption of Corporate Seal The corporate seal was presented to the Board. A motion was made by Brock Hill, seconded by Rob Patton, to adopt the Corporate Seal presented. The motion carried by the following vote: Aye: 6- Morrison, Webb, Moore, Hill, Patton and Hadley Absent: 1- Barnes 4. Designation of Registered Agent A Registered Agent is required by the State of Tennessee for all corporations. City Attorney Randy York recommended appointing the Mayor of the City of Crossville as the Registered Agent. A motion was made by Brock Hill, seconded by Lou Morrison, to designate the Registered Agent as Mayor of the City of Crossville. The motion carried by the following vote: Aye: 6- Morrison, Webb, Moore, Hill, Patton and Hadley Absent: 1- Barnes 5. Designation of Registered Office A Registered Office is required by the State of Tennessee for all corporations. City Attorney Randy York recommended Crossville City Hall located at 392 N Main Street as the Registered Office. A motion was made by Brock Hill, seconded by Rob Patton,to designate Crossville City Hall as the Registered Office. The motion carried by the following vote: Aye: 6- Morrison, Webb, Moore, Hill, Patton and Hadley Absent: 1- Barnes 6. Authorization of Treasurer to Open Bank Accounts and Designation of Signatories City Attorney Randy York explained that he hopes in the near future there will be bond money coming in to fund the recreation center. For that money to be available, a bank account must be opened to deposit the funds. Board members must determine which bank they would like to use and which board members will be authorized signatories. City Manager Hale stated the City of Crossville has three signatories on their account. Mr. Radar stated most Sports Authorities use the Treasurer and Chair as their City of Crossville Page 3 Sports Authority of the City of Minutes June 18, 2024 Crossville designation, but you could have 3 signatures if that is what they would like to do. Mayor Crawford stated the City currently banks with First Bank and One Bank. First Bank has a larger limit. Board members decided to require two signatures on any checks with four signatories. A motion was made by Rob Patton, seconded by Mark Moore, to authorization the Treasurer to open bank accounts at First Bank in Crossville, Tennessee and designate Chairman, Treasurer, Secretary, Vice Chairman as signatories with two signatures required on all checks. The motion carried by the following vote: Aye: 6- Morrison, Webb, Moore, Hill, Patton and Hadley Absent: 1- Barnes 7. Adopt Schedule of Regular Meetings of Board of Directors City Attorney Randy York stated regular meetings of the Board will need to occur throughout the process of building the recreation center. He suggested the board meet prior to the Work Session for City Council so updates could be provided to Council. This meeting would occur at 4 p.m. on the first Tuesday of the month. Mark Moore suggested noon on the first Tuesday of the month so Board members could use it as their lunch hours. A motion was made by Mark Moore, seconded by Brock Hill,to adopt a Schedule of Regular Meetings of the Board of Directors as the first Tuesday of the month at noon. The motion carried by the following vote: Aye: 6- Morrison, Webb, Moore, Hill, Patton and Hadley Absent: 1- Barnes 8. Appointment of Attorneys City Attorney Randy York stated an attorney (law firm) would need to be appointed. He explained the City of Crossville will be billed for any hours from his office, if they so choose to appoint Moore Radar & York, P.C. Once a bond has been obtained, the Sports Authority of the City of Crossville will reimburse the City of Crossville for any expenses, including attorney's fee, incurred by the recreation center. Mr. Moore asked if a bond attorney was available within Mr. York's firm. Mr. York explained Ben Regan, who joined the meeting by Zoom, will be giving them direction on any issues relating to the bonds. Mr. Regan has worked with the City on several occasions. Mr. Moore asked if there was a guarantee from the City to pay costs incurred. Mr. York explained a resolution had been passed to allow him (and his firm) to assist with the Sports Authority in a joint capacity. A motion was made by Mark Moore, seconded by Ethan Hadley, to appoint Moore Radar & York, P.C. as the Sports Authority of the City of Crossville's attorneys. The motion carried by the following vote: City of Crossville Page 4 Sports Authority of the City of Minutes June 18, 2024 Crossville Aye: 6- Morrison, Webb, Moore, Hill, Patton and Hadley Absent: 1- Barnes 9. Authorization of Acceptance of Aid - Financial and/or In-Kind from City City Attorney Randy York stated this is a statutory item. The Board must vote to allow any acceptance of aid. Mr. York used the example of the donation of the land for the recreation center. He further explained this motion would allow for any aid to be accepted without voting on specific items in the future. A motion was made by Rob Patton, seconded by Mark Moore, to authorization of Acceptance of Aid, financial and/or in-kind from City. The motion carried by the following vote: Aye: 6- Morrison, Webb, Moore, Hill, Patton and Hadley Absent: 1- Barnes Tracey Barnes entered the meeting. 10. Presentations from Municipal Services Advisors Municipal Advisors for the City of Crossville and Cumberland County were invited to present offers to the Board for their services. Their services consist of purchasing bonds for local governments and similar bodies. Each presenter was given a 10 minute time limit. Cumberland Securities, advisor for Cumberland County, presented first. They explained their fee structure, and the multiple projects they have worked on similar to this one. Kidwell & Co., advisor for the City of Crossville, presented second. Mr. Kidwell detailed his passion for the project, gave a background on his involvement in the City, and explained his fee structure, as well. Board members thoroughly discussed the pros and cons of each company. Mr. Moore stated they have a vast difference in experience relating directly to Sports Authorities, fees schedules, a cancelled contract with no fees incurred, personnel, which makes it a clear choice for him. Mr. Hill disclosed he worked with Cumberland Securities for 16 years when he worked with Cumberland County government. Mr. Patton asked if there was information the Board was missing since there is such a difference in the companies. Council member Shanks stated Mr. Kidwell has been a large part of getting the project to this point. He stated it was his idea to create the City of Crossville Page 5 Sports Authority of the City of Minutes June 18, 2024 Crossville Sports Authority, to contact YMCA for a partnership, attends every Council meeting, and helped with marketing the project. Council member Shanks went on to say Mr. Kidwell's model is not to have several clients and be very active with the clients he do has. Council member Shanks stated he understands the hesitation because of the difference in fee schedules. Board members asked Ben Regan his opinion on either of the firms. He stated he has worked with Mr. Kidwell frequently, while only working with Cumberland Securities once. A motion was made by Brock Hill, seconded by Tracey Barnes, to contract with Kidwell & Co. as the Municipal Service Advisor, not to exceed $200,000 in fees, and if the offer is turned down, then extend an offer to Cumberland Securities. The motion carried by the following vote: Aye: 5 - Morrison, Webb, Barnes, Hill and Hadley Nay: 2 - Moore and Patton City Attorney Randy York addressed concerns he has with the contract that was presented to him, such as assignibility clause and termination clause. He suggested the ability to negotiate terms for the contract with Kidwell & Co. A motion was made by Lou Morrison, seconded by Rob Patton, to authorize the attorney to negotiate terms, such as non-assignability clause, termination at will with no fee, and the same terms Cumberland Securities mentioned in their presentation. The motion carried by the following vote: Aye: 7- Morrison, Webb, Barnes, Moore, Hill, Patton and Hadley 11. Bond Counsel agreement Mr. Regan and Mr. York explained to the Board his role within this process. Mr. York recommended appointing Mr. Regan because of his work with the City previously. A motion was made by Lou Morrison, seconded by Mark Moore, to appoint Ben Regan as Bond Counsel. The motion carried by the following vote: Aye: 7- Morrison, Webb, Barnes, Moore, Hill, Patton and Hadley 12. Other Business Mr. Hill asked if everyone would be available for the next meeting due to the holiday on July 4th. He suggested more time between the two meetings, and to hold the next one on July 9th then continue with the regularly scheduled meetings. A motion was made by Brock Hill, seconded by Mark Moore, to hold the next meeting on July 9th at noon instead of July 2nd due to the holiday. The motion carried by the following vote: Aye: 7- Morrison, Webb, Barnes, Moore, Hill, Patton and Hadley Adjournment City of Crossville Page 6 Sports Authority of the City of Minutes June 18, 2024 Crossville A motion was made by Mark Moore at 3:02 p.m., seconded by Rob Patton, to adjourn the meeting. The motion carried unanimously. City of Crossville Page 7