Mr.

Jon Cooper, Director 4/28/18

Metropolitan Government of Nashville
Department of Law
Metro Courthouse, Suite 108 P.O. Box 196300
Nashville, TN 37219-6300

Sent via e-mail to: jon.cooper@nashville.gov

Dear Mr. Cooper,

I have grave concerns that Metro Nashville uses language in its communications to the public
regarding the transit plan that is misleading, promissory, unsubstantiated, without balance, and
without using proper disclaimers and disclosures. I appeal to your office as Director of the Law
Department of Metropolitan Government of Nashville and Davidson County to examine this.

Among the examples is the upcoming May 1, 2018 Referendum:

1) “Passage of this measure allows the Metropolitan Government to improve and expand
transit services…”
Were the statement balanced it might have said “Passage of this measure may
allow…”
2) “This transit program’s capital cost is estimated to have a present day value of
$5,354,000,000 and the program is estimated to require $8,951,062,000 in revenue
through 2032.”
Again, were this document more truthful and were it to comport to commercial
standards it would have a disclaimer that reads: “There is no assurance that the
capital and/or operating costs will not exceed these amounts.”
3) “These tax surcharges will end once all debt issued for the program has been paid and
the Metropolitan Council determines by resolution that the revenues from the tax
surcharges are no longer needed for operation of the program.”
In as much as the Mayor and Metro Council have publicly promised that the taxes will
automatically sunset, this passage directly contradicts their claims.
4) Finally, nowhere in this document does the city disclose that the transit plan requires a
multi-billion dollar grant from the Federal Transit Administration to succeed. This is a
material omission.

Another example is in the promotional material that supports the referendum and the transit
plan, such as is found here: http://letsmovenashville.com/benefits/:
1) “Metro’s Transportation Solution will have far-reaching and long-lasting impacts on
Nashville and Davidson County.”
Legally conforming language would say “We believe that Metro’s Transportation
Solution will have…”
2) “…the proposed improvements will result in annual benefits to Nashville beginning with
construction and lasting far beyond completion.”
Will? And what if it does not? “May result” is accurate. Will result is promissory.
Yet another example is in an Earth Day advertisement that makes multiple claims without
balance or disclaimers.
1) “…implementation of the transit program would take thousands of cars off the roads…”
The word should be might, not would. And it should state that there is no assurance
that this objective can be met.
2) “I’m committed to doing all we can to protect the environment, and that includes
targeted reductions in our greenhouse gas emissions…”
There is no assurance that replacing cars with trains (which are powered in this state
by TVA and its substantial reliance on coal) is a net GHG reducer. Again, no disclaimers
or balance.

I could find scores of these examples and will if you would like me to strengthen my case.

As an industry comparison my company manages a ‘40 Act Mutual Fund that is regulated by the
Securities and Exchange Commission and FINRA. I can assure you that our prospectus, SAI
(Statement of Additional Information), annual reports, fact sheets, and all other
communications to the public are balanced, non-promissory, scrubbed by compliance, and have
disclaimers and disclosures that often outweigh the offering language. Little or none of this can
be found in Metro’s communications.

Additionally, why is it that the fiduciary responsibility to protect our clients in the commercial
sector is apparently so much stronger and enforceable than the Mayor’s, Metro Council’s, and
Nashville Metro employees’ fiduciary duty to protect its citizens? My company would be in
serious trouble if we used language as misleading, promissory, and without balance as the city
uses.

This is not an attack on you or your office. It most definitely is an attack on the wanton
communications culture of Metro Nashville. You may not have authority over these matters,
and you may likely cite other departments that I should be addressing instead. Perhaps I should
speak to the Election Commission about the Referendum, for example. However, suffice it to
say that if the culture of careless and misleading public communication does not flow through,
at some point, the Metropolitan Government of Nashville Department of Law, should it not?

These are not mere semantics. The misleading promotional communication around the transit
plan may be an indicator that the plan itself is erroneous, has material omissions, is not up to its
exaggerated claims, or even unfit to be a viable option for Nashville/Davidson Country voters.

Thank you,

Andy Martin