RESOLUTION OF THE BOARD OF DIRECTORS OF THE ATLANTA DEVELOPMENT AUTHORITY D/B/A INVEST ATLANTA ("INVEST ATLANTA") AUTHORIZING INVEST ATLANTA'S PARTICIPATION IN THE "ATLANTA GULCH PROJECT"; AUTHORIZING AND APPROVING VARIOUS DOCUMENTS AND AGREEMENTS RELATING THERETO AND TO THE CITY OF ATLANTA'S FINANCING OF A PORTION OF THE COSTS ASSOCIATED WITH THE ATLANTA GULCH PROJECT THROUGH THE ISSUANCE OF ITS DRAW-DOWN COMPOUNDING INTEREST TAX ALLOCATION BONDS (WESTSIDE TAD GULCH AREA PROJECT) IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $40,000,000, INCLUDING (1) A DEVELOPMENT AGREEMENT (WHICH, AMONG OTHER THINGS, AUTHORIZES UP TO $625,000,000 IN SUPPLEMENTAL AWARD PAYMENTS SUBJECT TO REDUCTION BY THE PRINCIPAL AMOUNT OF THE SERIES TAD BONDS ISSUED FOR THE ATLANTA GULCH PROJECT) AND (2) A DRAW-DOWN BOND PURCHASE AGREEMENT (IN THE AMOUNT OF UP TO $8,000,000); AND FOR OTHER PURPOSES WHEREAS, The Atlanta Development Authority d/b/a Invest Atlanta ("Invest Atlanta") has been duly created and is existing under and by virtue of the Constitution and the laws of the State of Georgia (the "State"), in particular, the Development Authorities Law of the State (O.C.G.A. 36-62-1 et seq., as amended) and an activating resolution of the City Council of the City of Atlanta, Georgia (the "City"), duly adopted on February 17, 1997, and approved by the Mayor of the City (the "Mayor") on February 20, 1997, and is now existing and operating as a public body corporate and politic of the State; and WHEREAS, to encourage the redevelopment of the western downtown area of the City, the City Council, by City Resolution 98-R-0777 (amending Resolution 92-R-1575), adopted on July 6, 1998 and approved by the Mayor on July 15, 1998, as amended (the "Westside TAD Resolution"), among other things, (i) created "The Westside Redevelopment Area and Tax Allocation Bond District (Tax Allocation District Number 1, As Amended Atlanta/Westside)" (the "Westside TAD"), (ii) adopted "The Westside Redevelopment Plan and Tax Allocation Bond District (Tax Allocation District Number 1, As Amended Atlanta/Westside)" (the "Westside TAD Redevelopment Plan") and (iii) designated Invest Atlanta as the City's Redevelopment Agency, all as provided for under Redevelopment Powers Law, O.C.G.A. 36-44-1, et seq., as amended (the "Act"); and WHEREAS, due to the inter-connected nature of the public and private financing arrangements contemplated for the Project (as defined herein) and pursuant to the Redevelopment Powers Law, the City has also appointed the Downtown Development Authority of the City of Atlanta (the "DDA") as Invest Atlanta's co- redevelopment agency for purposes of carrying out and effecting the Project in the Westside TAD; and WHEREAS, pursuant to Section 36-44-2 of the Redevelopment Powers Law, the City, Invest Atlanta and the DDA, as its agents, are authorized, in partnership with private enterprise, to cause designated redevelopment areas to be redeveloped, through, among other things, the
construction of any building or other facility for use in any business, commercial, industrial, governmental, educational, charitable or social activity, the construction, reconstruction, renovation, rehabilitation, remodeling, repair, demolition, alteration, or expansion of public works or other public facilities necessary or incidental to the provision of governmental services and the preservation, protection, renovation, improvement, maintenance and creation of open spaces, green spaces and recreational facilities; and WHEREAS, the City, pursuant to Ordinance 18-O-1476 adopted by the City Council on November 5, 2018 and approved by the Mayor on November [5], 2018 (the "2018 Bond Ordinance"), has determined that it is in the City's best interests to establish a master program (the "Program") for financing or refinancing a portion of the costs associated with the acquisition, development, construction, equipping and installation of a redevelopment project consisting of up to 12,000,000 square feet of office, retail, residential and hotel space located in the Gulch Area of the Westside TAD (the "Atlanta Gulch Project" or the "Project") by authorization of the Master Indenture of Trust (the "Master Indenture"), between the City and Regions Bank, a state banking corporation organized and existing under the laws of the State of Alabama (the "Trustee"), to be dated as of the first day of the month of the establishment of the Program which provides for the delivery of its Master Draw-Down Tax Allocation District Bond (Westside Gulch Area Project) (the "Master Gulch Area Bond") in the maximum aggregate principal amount of $40,000,000 (the "Maximum Authorized Amount") initially to Spring Street (Atlanta), LLC, a Delaware limited liability company, together with any approved successors, assigns or subsequent land owners (the "Developer") and Invest Atlanta; and WHEREAS, the Developer proposes to build the Project, or cause to the Project to be built, in phases, with (a) a minimum commitment of 4,000,000 square feet of development with one or more office buildings, retail stores, entertainment facilities, restaurants, residential rental apartments and lofts, condominiums, townhomes, including a minimum of 200 Workforce/Affordable Units, hotels, private streets and plazas, pedestrian walkways and bike paths and other permitted uses consistent with the creation of a mixed-use infill development, and (b) a minimum total investment of $400,000,000; and WHEREAS, pursuant to the Program, the City has determined to segregate the portion of tax allocation increments generated in the Westside TAD from parcels located in an approximately 40-acre area within the Westside TAD, as further described on Exhibit "1" hereto (the "Gulch Area" or the "Site"), and to pledge such increment under the Master Indenture (in form and substance approved by the City) for the sole and exclusive benefit of bondholders thereunder and to the Supplemental Award Payments (on a subordinated basis) as and to the extent payable under the TAD Development Agreement (as defined herein); and WHEREAS, the Atlanta Gulch Project was contemplated by and is consistent with the Westside Redevelopment Plan adopted by the City; and WHEREAS, it is proposed that the Developer, the City and Invest Atlanta enter into a TAD Development Agreement (the "TAD Development Agreement") to be dated as of the first day of the month of the establishment of the Program, pursuant to which the Developer will agree to cause the Atlanta Gulch Project to be acquired, developed, constructed, equipped and installed in phases, as provided in the TAD Development Agreement; and 2
WHEREAS, the Developer has agreed that it will, from time to time, make draws against the principal amount of the Master Gulch Area Bond by paying the purchase price of such bond through Advances (as defined in the Master Indenture) pursuant to the Master Indenture and the terms of a Bond Purchase and Draw-Down Agreement (the "Draw-Down Bond Purchase Agreement"), among the City, the Trustee, Invest Atlanta and the Developer (acting it is capacity as purchaser of such bonds) and dated as of the first day of the month of the establishment of the Program; and WHEREAS, each Advance under the Draw-Down Bond Purchase Agreement will be memorialized by (i) the execution of a Funding Notice and Requisition (as defined in the Master Indenture), (ii) the execution of and delivery of a Series TAD Bond (as defined in the Master Indenture) as authorized under a supplemental indenture with a series designation corresponding with the year in which such Series TAD Bond was issued, indicating the related Interest Period (as defined in the Master Indenture), lien priority and such other particulars as required by the supplemental indenture and (iii) a notation on Schedule A of the Master Gulch Area Bond of the amount of such Advance and the cumulative amount of Bonds outstanding; and WHEREAS, pursuant to the Draw-Down Bond Purchase Agreement, 20% of the amount of all Series TAD Bonds shall be registered in the name of Invest Atlanta to fund qualifying Redevelopment Costs within the Westside Neighborhoods; and WHEREAS, the Master Gulch TAD Bond may be issued in the maximum aggregate principal amount of $40,000,000 (the "Maximum Authorized Amount"), of which up to $32,000,000 (or 80%) is allocable to the Atlanta Gulch Project (the "Developer Bonds") and up to $8,000,000 (or 20%) is allocable to projects or initiatives in the Westside Neighborhoods; and WHEREAS, the TAD Development Agreement provides for up to a maximum of $625,000,000 in supplemental funding (the "Supplemental Award Payments"), but solely as and to the extent of available amounts deposited into a special account created in respect of the Gulch Area, subject to the other terms, conditions and limitations set forth in the TAD Development Agreement; and WHEREAS, the actual amount of the Supplemental Award Payments shall be reduced by the initial principal amount of the Developer Bonds and the aggregate of the Supplemental Award Payments and Developer Bonds (excluding any interest paid in respect thereof), and the total amount of the Supplemental Award Payments, together with the Developer Bonds (excluding any interest paid in respect thereof), shall not exceed 12.5% of Reimbursable Project Costs (as defined in the TAD Development Agreement); and WHEREAS, Developer aspires to prepare the Site (as defined herein) for vertical development by completing or causing the completion of certain infrastructure and other improvements; and to develop, sell or lease parcels of the Site for the direct or indirect benefit of Developer, Developer's Affiliates, and other parties for the construction and realization of the Project on the Site; and 3
WHEREAS, to the extent multifamily residential rental units are constructed as a part of the Project, such Phases of the Project will be required to meet the Workforce/Affordable Housing Commitment set forth in the TAD Development Agreement; and WHEREAS, the City, the Developer and Invest Atlanta anticipate that the Project will contribute to the further redevelopment of the Westside TAD (in which the entirety of the Project is included) and further the overall goals of the City and Invest Atlanta by further catalyzing growth and development throughout the Westside TAD (particularly in and around the Gulch Area) and in the central business district and surrounding areas of the City; and WHEREAS, consistent with the foregoing and pursuant to the 2018 Bond Ordinance, the City has also authorized the funding of up to 12.5% of the total Project costs from the aggregate of the proceeds of the Developer Bonds (excluding any interest paid thereon), and any and all Supplemental Award Payments (not to exceed $625,000,000), each upon the terms and conditions set forth in the Program documents and the TAD Development Agreement; and WHEREAS, the 2018 Bond Ordinance satisfies the requirement set forth in the Westside TAD Resolution, which requires that twenty percent (20%) of tax allocation bond proceeds derived from within the "downtown area east of the Empowerment Zone" (as defined therein) are required to be applied to projects in the Empowerment Zone (as such term is defined in the Westside TAD Resolution) and west of the Empowerment Zone (herein referred to as the "Westside Neighborhoods"); and WHEREAS, based on the foregoing and after consultation with representatives of the City who have worked on this transaction, Invest Atlanta desires to authorize and approve its participation in the undertaking and financing, in part, of the Atlanta Gulch Project. NOW, THEREFORE BE IT RESOLVED, by the Board of Directors of Invest Atlanta, and it is hereby resolved by the authority of the same as follows: Section 1. Authorization of Participation in the Atlanta Gulch Project. Invest Atlanta hereby authorizes and approves its participation in the Atlanta Gulch Project and the funding of Reimbursable Project Costs (as defined in the TAD Development Agreement) in connection therewith as provided in the form of the TAD Development Agreement attached hereto as Exhibit "2", including, without limitation, the funding of Supplemental Award Payments. The foregoing approval is conditioned upon the final, non-appealable validation of the Master Gulch Area Bond and the related Program, and final approval of the Program by the City. Section 2. Negotiation, Execution, Delivery and Performance of the TAD Development Agreement, the Draw-Down Bond Purchase Agreement and any other Transaction Documents. The negotiation, execution, delivery and performance of the documents necessary to memorialize the undertaking and funding, in part, of the Atlanta Gulch Project as contemplated by this Resolution, including, without limitation, the TAD Development Agreement, a form of which is attached hereto as Exhibit "2," and the Draw-Down Purchase Agreement, a form of which is attached hereto as Exhibit "3" (collectively, the "Transaction Documents"), are hereby authorized, and Invest Atlanta is hereby directed to execute, deliver and perform under and pursuant to the Transaction Documents, which documents shall, as to the TAD Development 4
Agreement and the Draw-Down Bond Purchase Agreement, be in form and substance substantially similar to the forms attached to this Resolution, and as to all other Transaction Documents, such documents shall be in a form deemed satisfactory to the President/CEO and legal counsel to Invest Atlanta, and the execution and delivery of any and all such Transaction Documents by the Chair, the Vice Chair, the President/CEO or the Executive Vice President/COO of Invest Atlanta as hereby authorized shall be conclusive evidence of any such approval. Section 3. General Authority. It is hereby ratified and approved that the President/CEO, Executive Vice President/COO, General Counsel and any other proper officers, members, agents and employees of Invest Atlanta hereby are authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of this Resolution and the transaction documents, and are further authorized to take any and all further actions and execute and deliver any and all other certificates, papers and documents as may be necessary or desirable to effect the actions contemplated by this Resolution for the transaction. Such other certificates, papers and documents shall be in such form and contain such terms and conditions as may be approved by the Chair, Vice Chair, President/CEO, Executive Vice President/COO, or General Counsel of Invest Atlanta, and the execution of such other certificates, papers and documents by the Chair, Vice Chair, President/CEO, Executive Vice President/COO or General Counsel of Invest Atlanta as herein authorized shall be conclusive evidence of any such approval. The Secretary or any Assistant Secretary of Invest Atlanta is hereby authorized to attest the signature of the Chair, Vice Chair, President/CEO, Executive Vice President/COO or General Counsel of Invest Atlanta and impress, imprint or otherwise affix the seal of Invest Atlanta on any of the certificates, papers and documents executed in connection with, will authorize in pursuant to, this Resolution, but shall not be obligated to do so, and the absence of the signature of the Secretary or Assistant Secretary or Invest Atlanta's seal on any such other certificates, papers and documents shall not affect the validity or enforceability of Invest Atlanta's obligations thereunder. Section 4. Actions Approved and Confirmed. It is hereby ratified and approved that all acts and doings of the officers, employees or agents of Invest Atlanta whether done before, on or after the date of adoption of this Resolution which are in conformity with the purposes and intents of this Resolution shall be, and the same hereby are, in all respects approved, ratified and confirmed. Section 5. Partial Invalidity. If any one or more of the provisions herein contained shall be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separate from the remaining agreements and provisions and shall in no way effect the validity of any of the other agreements and provisions hereof. Section 6. Conflicts. All resolutions or parts thereof of Invest Atlanta in conflict with the provisions herein contained are, to the extent of such conflict, hereby superseded and repealed. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 5
Section 7. Effective Date. This Resolution shall take effect immediately upon its passage. Adopted and approved this day of November 2018. THE ATLANTA DEVELOPMENT AUTHORITY D/B/A INVEST ATLANTA By: Chair Attest: Assistant Secretary [SEAL] Attachments/Exhibits: Exhibit "1" Atlanta Gulch Area/Site Exhibit "2" Form of the TAD Development Agreement Exhibit "3" Form of the Draw-Down (TAD) Bond Purchase Agreement 6
SECRETARY'S CERTIFICATE I, Rosalind Rubens Newell, the duly appointed, qualified and acting Assistant Secretary of The Atlanta Development Authority ("Invest Atlanta"), do hereby certify that the foregoing pages of typewritten matter constitute a true and correct copy of a Resolution adopted on November, 2018, by the members of the Board of Directors of Invest Atlanta in a meeting duly called and assembled, after due and reasonable notice was given in accordance with applicable laws and with the procedures of Invest Atlanta, by a vote of a majority of the directors present and voting, which meeting was open to the public and at which a quorum was present and acting throughout and that the original of the foregoing Resolution appears of public record in the Minute Book of Invest Atlanta, which is in my custody and control. I further certify that such Resolution has not been rescinded, repealed or modified. Given under my signature and seal of Invest Atlanta, this November, 2018. [SEAL] Assistant Secretary
DESCRIPTION OF GULCH AREA Exhibit 1
The "Gulch Area" Tax-Parcel ID 14 007800110518 14 007800100238 14 007800100246 14 007800100261 14 007800110518 14 0078 LL0074 14 007800110500 14 0078 LL0033 14 0078 LL0041 14 0078 LL0025 14 007700020643 14 007700020676 14 0078 LL0017 14 007800090413 14 007800090405 14 007800090314 14 007700010016 14 008400040675 14 007700010032 14 007700010206 14 007700010156 14 007700010081 14 007700010107 14 007700010115 14 007700010123 14 007700010131 14 007700050350 14 007700050038
Exhibit 2 FORM OF TAD DEVELOPMENT AGREEMENT
Exhibit 3 FORM OF DRAW-DOWN BOND PURCHASE AGREEMENT 3" = "3" "046738.0000066 EMF_US 70397401v11" ""