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    TABLE OF CONTENTS

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    PROCESS

    CASE STUDIES

    NEED, USE & BENEFIT

    COMMITTEE RECOMMENDATIONS

    PLANNING & DESIGN

    COMMITTEE RECOMMENDATIONS

    RUPP ARENA FEASIBIL ITY STUDY

    DISTRICT DEVELOPMENT PLAN SUMMARY

    FINANCE & IMPLEMENTATION STRATEGIES

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    LETTER FROM THE TASK FORCE

    January 31, 2012

    In the spring of 2011, a group of 47 community leaders were asked to tackle dicult quesons about our citys future

    and, just as importantly, the incredible opportunies that exist for the redevelopment of 46 acres of public property

    around the Lexington Center.

    We took this charge seriously, gathering facts and thoughully considering the multude of issues associated with

    redeveloping this key part of Downtown. In our discussions, one thing became exceedingly clear: The potenal to

    create a dynamic, urban entertainment district in and around Rupp Arena can enliven the enre city of Lexington.

    With the promise of new and expanded convenon facilies, arts and entertainment venues, new retail and housing,

    and public space, the resultant District Development Plan can play a transformave role in Lexingtons growth into

    the next great American city.

    The Rupp Arena, Arts and Entertainment District Task Force worked diligently to accomplish its mission -- to create

    a plan that elevates the entertainment and convenon experience, to promote cultural expression and to leverage

    the uniqueness of our city so that the District envisioned will match the aspiraons of the great people of Lexington.

    We dreamed big, conducted almost 40 meengs, visited three cies for case studies and hired the best talent available

    -- all with private funds. One commiee diligently researched the needs, uses and benets of such a vision for a

    District. Another carefully considered the crical queson of whether Rupp Arena should be renovated or rebuilt

    in the context of a larger plan to create an arts and entertainment district. Yet another commiee with technical

    experse researched and learned the intricacies and challenges of the citys current facilies. A nal commiee

    looked to innovave public/private funding sources and partnerships that could implement the resulng plan. To

    aid our work, we retained naonally recognized arena and convenon consultants and selected a world-class rm to

    build community consensus around the vision.

    I would like to thank each and every one of the Task Force members for their service and all those who supported

    and parcipated in this eort, including hundreds of cizens who joined the discussions.

    Throughout Lexington, momentum for the project is growing. And Governor Beshears recent proposal of state

    funding has provided even more energy to advance to the next steps. I welcome you to review the following pages

    and see our summary of the immense amount of work that has taken place over the past 10 months, and the

    excing vision of Downtowns future that has taken shape. I hope that you will seriously consider our aached

    recommendaons, steps we believe are important to advance one of the most important economic development

    projects in our region.

    Sincerely,

    Brent Rice, Task Force Chair

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    TASK FORCE CHAIRS

    Mayor J im Gray

    TECHNICAL ADVISORY GROUP SUPPORT STAFF

    MASTER PLANNING TEAM

    ARENA FEASIBIL ITY TEAM

    NEED, USE & BENEFIT

    FINANCE COMMITTEE PLANNING & DESIGN

    Brent Rice - Task Force Chair

    J im OBr ien - Task Force Vice Chair

    Pam Mil ler - Task Force Vice Chair

    Kevin Atk ins - Mayors Off ice

    John Wilk inson - Mayor s Off ice

    Stan Harvey - Urban Col lage

    Louis R. Johnson - Urban Col lage

    Soumi Basu - Urban Col lage

    Renee Jackson - DLC

    Space Group

    Omni Architects

    Adams, Kara Taylor

    BFMJ

    Ins ide Outs ide

    Atel ier Ten

    360ArchitectureCarman

    Global Spectrum

    NBBJ

    Skanska

    Thornton Thomasett i

    EOP Architects

    Bi l l Owen - Advisory Group Chair

    Mitch Barnhart

    Frank Butler

    Vince Gabbert

    Joe B. Hal l

    Royce Pul l iam

    Alan Stein

    Jul ian TackettCraig Turner

    Woodford Webb

    Wil James - Committee Chair

    Linda Carrol l

    J im C lark

    Joe Costa

    Ceci l Dunn

    Bil l Far ish

    Steve Grossman

    David Lord

    Everett McCorvey

    Barry McNees

    P.G. Peeples

    Holly Wiedemann

    Luther Deaton - Committee Chair

    Bi l l Bishop

    Sam BowieGreg Goodman

    Pete Mahurin

    Davis Marksbury

    Ann McBrayer

    John McCarty

    Chris Sul l ivan

    Jude Thompson

    Paul Varga

    Pam Mil ler - Committee Chair

    Ray Bal l

    Br itt BrockmanTom Cheek

    Craig Greenburg

    Bi l l Henkel

    Stephen Huffman

    Bi l l Lear

    Debbie Long

    Jamal Mashburn

    Michael Speaks

    Chris Young

    REPORT ACKNOWLEDGEMENTS

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    PLANNING PROCESS

    In many ways, the Lexington Center is the center of

    Lexington. Geographically, it lies near the heart of

    downtown Lexington, and considering the potenalexpansions to the west part of downtown, it might serve

    an even more important role as the gateway to the

    surrounding neighborhoods. As we all know, its also the

    center of Kentuckys sporng university - the UK Basketball

    program has called Rupp home for 34 seasons, meaning

    that the eyes of the state look upon the Lexington Center

    when the Wildcats are playing at home. The Task Force

    included the following working groups:

    Technical AdvisoryGroupReview previous technical reports, create a preliminary

    report on technical consideraons and provide

    feedback on the development plan and implementaon

    strategies.

    Need, Use & Beneft (NUB) Commiee

    Conduct feasibility and needs assessments for,

    convenon/hospitality, sports facility, retail, arts and

    culture. Created District NUB Report and reviewed

    development plan

    Planning & Design Commiee

    Conduct physical assessments, idenfy issues related

    both to urban, architectural and social context. Create

    the Preliminary Planning & Design Report. Dra RFP

    and work with consultant to conduct civic forums,

    design charees and nal plan.

    Finance Commiee

    Explore nancing mechanisms, idenfy case studies, and

    create preliminary implementaon recommendaons.

    47 Community Leaders on Task Force

    $350,000 in privateFundraising Goal

    30+ Committee & Task Force Meetings

    3 Committee Tours of Existing Facilities

    2 Case Study Site Visits & 11 other Case StudiesReviewed

    2 Public Meetings Held

    Completion Date: January 31, 2012

    Lexington ConvenonCenter Study

    $115,000

    Feasibility Study $75,000

    Downtown Trac Study $465,000

    Triangle Park

    Improvements$1,300,000

    Total $1,950,000

    Additional Local Investment to Date

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    CASE STUDIES

    OTHER CASE STUDIES

    The Task Force made two trips, to Columbus, OH

    and Indianapolis, IN, to visit other urban arts and

    entertainment districts. The Task Force in both cases wasgiven a tour by the design rms that led those projects,

    allowing them to see behind the scenes details. In both

    cies the Task Force met with city ocials including

    Columbus, OH Mayor Michael B. Coleman, as well as

    toured and met with business representaves who gave

    insights to the day-to-day life within the districts. This

    process allowed Task Force members to see projects

    that have been through the planning process and been

    implemented, catalyzing addional investment.

    Nationwide Arena District, Columbus, OH

    Last 10 Years - over $140 Million in Downtown Public

    Infrastructure, including Arena District

    Downtown, regions largest employer w/ 100,000 jobs

    The arena district has an investment of over $1 Billion

    The Arena District generates $20.4 million annually in

    state and local income taxes

    Wholesale Distr ict , Ind ianapol is , IN

    Over the last 16 years since the districts incepon:

    89 public & private projects have been built

    2,538 hotel rooms

    4,602 residenal units

    $1.24 billion in total economic investment

    Staples Center, Los Angeles, CA

    Allen Fieldhouse, Lawrence, KS

    CenturyLink Arena, Omaha, NE

    KFC YUM! Center, Louisville, KY

    Raleigh Convenon Center,

    Raleigh, NC

    Henry B. Gonzalez Convenon

    Center, San Antonio, TX

    Duke Energy Convenon Center,

    Cincinna, OH

    Boise Center, Boise, ID

    Bricktown & Chesapeake energy

    Arena, Oklahoma City, OK

    Haymarket District, Lincoln, NE

    American Tobacco Historic

    District, Durham, NC

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    CASE STUDY TAKEAWAYS

    10 Plan for exibility, expansion and long-

    term maintenance.

    7 Break down the large-scale box

    that typies convenon centersand arenas and link them to their

    immediate surroundings;

    8 Pay aenon to details, Incorporate

    high-quality materials; Create

    vibrancy through technology, graphics

    and signage;

    9 Idenfy major private sector

    partners and create public/private

    partnerships;

    1 Dream Big - these are 50 to 100-year

    economic development investments;

    2 Ensure authencity by reecng local

    culture and allowing for incremental

    organic growth;

    3 Make strong connecons, tame wide

    streets and distribute parking in

    mulple parking decks;

    4 Emphasize the pedestrian experience

    and human scale to create a diverse

    mixed-use district;

    5 Ulize public space to catalyze private

    development, but avoid designing

    large public spaces that are only fullat peak events;

    6 Recognize the value of water and

    public art in creang a sense of place;

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    NEED, USE & BENEFIT

    The Need, Use & Benet Commiee (NUB) was charged

    with conducng a feasibility and needs assessments for,

    convenon/hospitality, sports facility, retail, arts and

    culture. The Commiee kicked o at the inial task

    force meeng on April 14th, 2011. and met 8 mes over

    a period of four months.

    Throughout the 4 month process the NUB Commiee

    toured and reviewed a number of facilies including:

    The Lexington Center/Rupp Arena, Lexington Opera

    House, Singeltary Center, UK Fine Arts Building and the

    Schmidt Building. The Commiee also reviewed current

    and past reports which included the Retail Master Plan,

    Retail & Mul Tenant Opportunies and the Downtown

    Masterplan to name a few. Concurrently NUB worked

    with a number of consultants including John Kaatz,

    (Convenon Sports and Leisure) who reviewed the

    current state of the Convenon Center and its needs,

    and Libby Alexander who assessed the exisng Arts

    Facilies and their current and future needs.

    The NUB commiees rst hand knowledge of the

    exisng state of Lexingtons arts and entertainment

    facilies and eort to review and understand previous

    studies led to the following 9 core recommendaons:

    Establish the District.Roughly outlined by Oliver Lewis Way, Short Street, Broadway,

    and High Street, the area around the current Lexington Center

    should be considered as a potenal district of mixed-use, arts

    and culture based development. The district should encourage

    posive place-making based on the identy and authencityof the region. The success of the arena, the convenon

    center, and the other assets will be successful to the extent

    that they are imagined as a cohesive district. Create a District

    Development Plan with mixed-use development, expanded

    arts & cultural resources, and a greater sense of identy.

    Expand the Convention Faci l ities.The current facilies of the Lexington Convenon Center, with

    66,000 square feet of exhibion space and 40,000 square feet

    of meeng rooms and ballrooms dramacally under-serves the

    regions full potenal to aract convenons and events. Based

    on a study by CS&L in 2011, we recommend that a convenon

    facility with a minimum of 100,000 square feet of exhibion

    space and 40,000 square feet of dispersed meeng room and

    ballroom space would best serve the Lexington market. That

    facility could be an expansion of the exisng facility or an

    enrely new one. Study and compare scenarios that call for an

    expansion of the exisng facility or a new facility all together.

    Optimize Rupp Arena for Maximum FanExperience and Revenue Potential.

    Rupp Arena, with basketball as the primary tenant, needs to

    be updated to best serve the interests of the University of

    Kentucky and the community as a world class facility. For the

    needs of UK basketball and the Kentucky High School Athlec

    Associaon (KHSAA) Boys State Basketball Sweet Sixteen,

    the new arena needs new amenies - club seats, suites, and

    enhanced scoreboards - to be compeve in the market. The

    commiee, with the universitys agreement, has concluded

    that the arena should remain downtown. A technical and

    nancial study will be provided to assess the viability of

    renovang/expanding versus rebuilding the arena. Per the

    recommendaons of the technical study, explore how the

    renovaon/expansion or rebuilding of the arena will impact

    the overall urban design of the district.

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    LexingtonConventionCenter Needs. . .

    Contiguousevent space

    Addit ionalexhibit spaces

    Additonalbreakout rooms

    To be withina walkablecenter with anentertainmentenvironment

    Restaurantswith in or nearthe center

    Dedicatedoutdoor spaces

    Arts Venues inc lude:

    Lexington Opera House

    Lexingon Childrens Theater

    Lyric Theater

    KY Theater Bell House

    Natashas Carnegie Center

    Singletary Center for the Arts

    Cheapside Park Arts Place

    Downtown Arts Center Comedy o Broadway

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    8 Expand Opportunit ies for New Pr ivateSector Development and Publ ic/Pr ivatePartnership.

    With nearly 46 vacant or underulized acres in the district and

    its immediate vicinity, the commiee recommends expanding

    the opportunies for private sector development and public/

    private partnerships. Residenal and commercial development

    would greatly enhance the overall maturity of the district,

    bringing people downtown and giving the neighborhood scale

    and texture. The city government should make concessions

    and agreements to encourage and facilitate such partnerships.

    Study the potenal for private sector development as part of the

    overall Development Plan.

    Create a Retail Environment thatComplements the New ConventionFacil ity While Drawing More PeopleDowntown.

    With nearly 46 vacant or underulized acres in the district and itsimmediate vicinity, the commiee recommends the creaon of

    a retail cluster with specialized retail opportunies. In addion,

    the commiee recommends that future retail should be

    connected to exisng public spaces (Triangle Park) and potenal

    new ones, with abundant external connecons, outdoor areas,

    and windows. The exisng, Shops at Lexington Center, which

    have historically struggled, should be reconsidered. Study the

    opportunies to develop a retail environment thats connected

    to the convenon facilies and draws patrons from downtown

    and the surrounding community.

    NEED, USE & BENEFIT

    Create a Small Performing Arts Faci l ity.Several performing arts group such as the Lexington

    Philharmonic and the Central Kentucky Youth Orchestra, face

    challenges that range from scheduling diculty and markeng

    because of the lack of a professional facility. Given this, the

    community has an acute need for a 800-1,000 seat performing

    arts hall with world-class acousc and architectural character.

    Study how such a facility, created through adapve reuse or

    new construcon, would t into the broader scheme of the

    District Development Plan.

    Expand the Presence of Arts Educationin the Distr ic t .

    Transylvania, the University of Kentucky and the Bluegrass

    Community and Technical School have world-class arts

    programs with certain needs for space and facilies. These

    organizaons have expressed a willingness to explore

    collaboraons with the new district and the opportuniestherein. In addion, Fayee County Public Schools (FCPS) has

    an established performing and visual arts school; FCPS has

    expressed interest in bringing some or all of these facilies

    to the downtown area. Explore how arts educaons groups

    in the city can contribute to the district either through new

    facilies or the adapve reuse of exisng structures.

    Create an Outdoor Gathering/Perfor-mance Space.

    We recommend that an outdoor amphitheater with some level

    of weather protecon could serve the district as an addional

    performance venue and urban amenity. The amphitheaterwould be connected to a larger outdoor public space or plaza.

    Study the design and locaon of such a public space.

    Create Spaces for Visual Art.Lexingtons visual arts organizaons, including the UK Art

    Museum and the Lexington Art League, among others, have

    agreed that new facilies to exhibit (and produce) visual art

    are needed in the community, and in downtown in parcular.

    A range of ideas, from a contemporary art museum, to a

    Kunsthal-type space, to a UK satellite have been discussed.

    Study where and how the visual arts could play a role in thedevelopment of the district.

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    The Planning & Design Commiee (PDC) was charged

    with reviewing previous studies, documenng exisng

    condions and issues and overseeing the preparaon of

    the District Development Plan. The PDCs inial eorts

    took place over a 3 month period in order to prepare

    a report and dra an RFP to retain a master planning

    consultant. The PDC led a number of meengs to

    discuss the exisng issues and condions of the district

    including:

    Development Opportunies

    Building Stock

    Land Use

    Zoning

    Trac Paerns

    Cultural Resources

    Historic Assets

    Streetscape Improvements

    The PDC met both internally and with neighborhood

    groups to discuss these issues as well as a number of

    past reports and studies including: 6 convenon studies,

    7+ Downtown development and subarea plans, as well

    as the Louisville Urban Design Program Report.

    The PDCs reports and ndings served as a foundaon

    of knowledge for design rms responding to the District

    Development Plan RFP. The PDCs inial report included

    the following eight recommendaons:

    PLANNING & DESIGN

    Develop a framework for organic growththat rel ies on economic developmentstrategies

    The District Development Plan (DDP) will create a collecve

    vision for the Arena, Arts, and Entertainment District as whole.

    This vision will reach all facets of Lexingtons public life, fromthe urban design of the area to operaonal capacity of the

    cultural assets in the region. However, the plan should not be

    so inexible as to prescribe only set courses of acon. Instead,

    it should serve as a framework for the development and the

    design of the area, allowing for the appropriate phasing of the

    district and the inclusion of mulple partners. The Develop-

    ment Plan should be conceived as a exible document for

    implemenng a world-class Arena, Arts, and Entertainment

    District.

    Create architectural character and

    leverage Lexingtons unique identity.The Planning and Design Commiee urges the DDP to

    celebrate iconic architecture and world class architecture

    through reuse and new construcon. The design of any

    new or renovated facilies must happen through the best

    contemporary pracces in architecture, engineering, and

    planning. In addion, ensure that great design reects the

    unique character of Lexington and the Bluegrass Region by

    including public art, historic reuse/adaptaon, and educaonal

    assets. The Development Plan should set the standard for

    contemporary design excellence that recognizes the unique

    identy of the Bluegrass Region.

    Plan for Complete Streets and considerthe impact of two-way streets

    The city recently designed and implemented signicant

    streetscape improvements in the downtown core. In addion,

    the city is currently studying the impact of the changing

    many of its one-way streets back to two-way in order to calm

    downtown streets and make them less of thoroughfare and

    more of a desnaon. The RAAED impacts several important

    corridors, including Short Street, Broadway, Maxwell Street,

    Jeerson Street, High Street, and Paerson Street and

    connues the development of Main Street as a gateway to

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    Current Issues &Opportunites

    46 Acres ofPublic Land

    3, 000 surfaceparking spaces

    Surroundedby HistoricNeighborhoods

    TownbranchCreek RunsUnder Rupp

    Lack of Connectivi ty toTriangle Park

    One-way traff ic

    Previous studies include:

    Lexington Disllery District

    Town Branch Trail Master Plan, 2010

    Downtown Lexington Master Plan, 2006

    Louisville Arena Urban Design Program

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    PLANNING & DESIGN

    downtown. The development plan should take into account

    current proposals and make suggesons about further

    changes to the streetscape that would contribute to the

    success of the district.

    Foreground the pedestrian experience,both through their phys ical qual i tyand by making connections within thedistr ic t and to surrounding d istr ic ts

    The result of the streetscape improvement programs

    menoned above is a greatly enhanced pedestrian experience

    that makes the connecon between Rupp AAED, Disllery

    District, Downtown and UK. The improvements to the

    district should consider the needs of the pedestrian user,

    now hampered by the inhospitality of the superblocks

    that characterize the area. From well-designed park spaces

    to aracve retail and cultural assets, the district should

    make the area and the enre downtown more walk-able. Byinvesng in structured parking and encouraging alternave

    transportaon, the district can support this goal. In addion,

    it should recognize the presence of the Town Branch Trail and

    the larger movement to create greenways throughout the

    region. The Development Plan should encourage pedestrian

    acvity and connecons among the various conguous

    neighborhoods and between Rupp AAED and the Downtown

    Core.

    Create h igh qual i ty publ ic spaces that

    are well programmed and maintained.High quality public space systems are integral to successfulurban environments. Public spaces such as streetscapes, trails,

    parks and plazas all play various roles in vibrant downtowns,

    providing walkable connecons, inmate outdoor havens,

    and large event gathering spaces. Well-designed public

    spaces catalyze private investment and create value for

    surrounding neighborhoods. The Development Plan should

    include provisions for ulizing public spaces to catalyze new

    development, but should maximize density and development

    potenal.

    Encourage mixed-used development,diverse land uses, and innovativeregulatory measures

    As a framework for future development, the Development

    Plan will suggest specic land uses. The Planning and Design

    Commiee encourages the district to be mixed-use witha broad range of entertainment, arts, commercial, and

    residenal development, as per the Need, Use, and Benet

    Commiees recommendaons. To the extent possible, the

    plan should recommend changes to the municipal regulatory

    structure, including zoning and perming, that would support

    the creaon of the RAAED. Create a development plan with

    mixed and appropriate land uses that suggests changes to

    land-use regulaon.

    Leverage the RAAED study to encourageand promote ongoing planning efforts

    Not occurring in the isolaon, the RAAEDss place in downtown

    is complemented by other planning and development eorts

    in the area, including the Disllery District, the Town Branch

    Cultural District, CentrePointe and the Streetscape Master

    Plan. The Development Plan should have a thorough awareness

    of these ongoing eorts and make suggesons about how the

    RAAED will t into the larger vision for downtown Lexington.

    The Development Plan should set the tone for the quality and

    character of future developments.

    Ensure that the district faci l ities aremindful of ongoing mainteneance andsustainabil ity.

    The success of the facilies of the RAAED area and its

    public space will succeed only to the extent that they are

    maintained and serviced. The large performing arts and

    exhibion spaces needs service entrances and back-of-house

    access. The streetscapes need landscaping and upkeep. New

    parking structures need clear and thorough management.

    The Development Plan should ensure that all planning and

    design suggesons will not compromise the maintenance

    of the districts assets and that a high level of sustainable

    development best pracces are incorporated.

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    85

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    DISTRICT DEVELOPMENT PLAN SUMMARY

    Credit: Spacegroup/MIR

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    DISTRICT DEVELOPMENT PLAN SUMMARY

    Looking southwest across Triangle Park toward the re-

    imagined Rupp Arena. The public space out front allows

    for pre/post game acvity and new retail/commercial

    opportunies.

    Credit: Spacegroup/MIR

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    FINANCE & IMPLEMENTATION STRATEGIES

    To achieve this transformaonal project, the following implementaon strategies are

    recommended:

    1) Hire dedicated sta and consultants under the Lexington Center

    Corporaon to carry out the project.

    a) Project Director

    b) Project Planner

    c) Program Manager

    d) Legal/Bond Counsel

    2) Create an advocacy and fundraising organizaon (the Town Branch

    Partnership) for all projects along the proposed Town Branch

    Commons, from the Disllery District to East End.a) Private Fundraising

    b) Grant Wring

    c) Advocacy

    d) Events & Awareness

    e) Communicaons

    3) Create a detailed Business Plan for project nancing.

    a) Economic Impact Analysis

    b) TIF Feasibility

    c) Financial Feasibilityd) First Bapst Feasibility (by others)

    e) School for the Creave and Performing Arts Feasibility (by others)

    4) Solicit and hire design and construcon professionals for Rupp Arena,

    the Convenon Center and Town Branch Park.

    a) Surveyor/Engineer/Environmental Engineer

    b) Criteria Package Architect for Convenon Center

    c) Design/Build Team for Convenon Center

    d) Architect/Landscape Architect/Engineer for Rupp Arena, Town Branch Park

    e) Construcon Manager-at-Risk for Rupp Arena, Town Branch Park

    5) Solicit a Private Sector Development Partner(s) to build private

    development in High St Lot, along Main St.

    a) Housingb) Retail

    c) Hotel

    d) Commercial

    e) Infrastructure

    6) Create a detailed Financing Plan/Bond Package by exploring and

    conrming the following potenal funding sources:

    a) Ticket Revenue

    b) Stock Oering

    c) Adversing/Sponsorship Revenued) Concert/Event/Concessions Revenue

    e) Facility Fee/Lease Revenue

    f) Ground Leases/Sales

    g) Local Funds (Parking, Water/Sewer, Parks, Others)

    h) Hotel/Motel Occupancy

    i) State General Funds/Economic Development Funds

    j) State Road Funds

    k) State Tourism Tax Incenves

    l) TE/CMAQ Grants

    m) TIF Revenuen) New Market Tax Credits

    o) Other

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