EXHIBIT A

INTERGOVERNMENTAL OMNIBUS TAD AGREEMENT BETWEEN THE CITY OF AND THE ATLANTA INDEPENDENT SCHOOL SYSTEM

THIS INTERGOVERNMENTAL OMNIBUS TAD AGREEMENT (the “Agreement”) is made and entered into as of the ___ day of January, 2019, by and between the City of Atlanta (the “City”) and the Atlanta Independent School System (“”).

WHEREAS, the City of Atlanta (the “City”) is a municipal corporation of the State of (the “State”) and a “political subdivision” as defined in Chapter 44 of Title 36 of the Official Code of Georgia Annotated, as amended ( the “Redevelopment Powers Law”); and

WHEREAS, Atlanta Public Schools is an independent school system created by an act of the General Assembly of the State of Georgia and is governed by the Atlanta Board of Education (the “School Board”); and

WHEREAS, the City is authorized pursuant to the 1983 Constitution of the State of Georgia (the “State Constitution”) and the various laws of the State, including specifically the Redevelopment Powers Law, to incur and pay “Redevelopment Costs,” as defined in the Redevelopment Powers Law and to finance such costs through the issuance of its tax allocation bonds, notes and other obligations; and

WHEREAS, pursuant to the Redevelopment Powers Law, the City previously established (i) The Westside Tax Allocation Bond District Number 1, As Amended - Atlanta/Westside (the “Westside TAD”), by Resolution No. 98-R-0777, adopted by the Atlanta City Council on July 6, 1998 and approved by the Mayor of the City on July 13, 1998, as amended, (ii) Tax Allocation District Number Two – Atlantic Steel (the “ TAD”), by Resolution No. 99-R-1344, adopted by the Atlanta City Council on October 4, 1999 and approved by the Mayor of the City on October 5, 1999, as amended, (iii) Tax Allocation District Number Three - Perry Bolton (the “Perry Bolton TAD”), by Resolution No. 02-R-2094, adopted by the Atlanta City Council on December 2, 2002 and approved by the Mayor of the City on December 10, 2002, as amended, (iv) Tax Allocation District Number Five - Eastside (the “Eastside TAD”), by Ordinance No. 03-O-1840, adopted by the Atlanta City Council on December 1, 2003 and approved by the Mayor of the City on December 9, 2003, as amended, and (v) Tax Allocation District Number Six – Beltline (the “Beltline TAD”), by Ordinance No. 05-O-1733, adopted by the Atlanta City Council on November 7, 2005 and approved by the Mayor of the City on November 9, 2005, as amended; and

WHEREAS, the City also previously approved and established (i) “Tax Allocation District Number Seven – Campbellton Road” (the “Campbellton Road TAD”) and its associated redevelopment plan, by Ordinance No. 06-O-2292, adopted by the Atlanta City Council on November 20, 2006 and approved by the Mayor on November 28, 2006, (ii) the “Tax Allocation District Number-Eight – Hollowell/M.L. King” (the “Hollowell/M.L. King TAD”) and its associated redevelopment plan, by Ordinance No. 06-O-2287 adopted on

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December 4, 2006 which was approved by operation of law on December 13, 2006, (iii) “Tax Allocation District Number Nine – Metropolitan Parkway” (the “Metropolitan Parkway TAD”) and its associated redevelopment plan, by Ordinance No. 06-O-2290, adopted by the Atlanta City Council on November 20, 2006 and approved by the Mayor on November 28, 2006 and (iv) “Tax Allocation District Number Ten – Stadium Neighborhood” (the “Stadium TAD”) and its associated redevelopment plan, by Ordinance No. 06-O-2291, approved by the Atlanta City Council on November 20, 2006 and approved by the Mayor on November 28, 2006; and

WHEREAS, the Redevelopment Powers Law authorizes municipalities, counties and independent school districts to consent to the allocation of positive tax increment derived from ad valorem property taxes generated on specified property within a tax allocation district to be used for Redevelopment Costs; and

WHEREAS, Atlanta Public Schools, acting by and through the School Board, by resolution adopted on November 8, 1998, as amended on September 12, 2005 (the “Prior Westside Consent Resolutions”), previously consented to the inclusion of educational ad valorem property taxes in the computation of tax allocation increment for the Westside TAD; and

WHEREAS, the City has previously authorized the issuance of tax allocation bonds for various projects in the Westside TAD, including the City’s (i) Tax Allocation Variable Rate Bonds (Westside Project), Series 2001, (ii) Tax Allocation Variable Rate Bonds (Westside Project), Series 2005A, (iii) Tax Allocation Variable Rate Bonds (Westside Project), Series 2005B, and (iv) Tax Allocation Variable Rate Bonds (Westside Project), Series 2008 (collectively, the “Prior Westside TAD Bonds”); and

WHEREAS, the City by Ordinance 18-O-1476 adopted by the Atlanta City Council on November 5, 2018, as approved by the Mayor on November 13, 2018 determined to segregate the portion of positive tax increment derived from educational ad valorem property taxes within the approximately 40 acre area of the Westside TAD described as the gulch area (the “Gulch Area”) as security for the payment of additional tax allocation bonds and Redevelopment Costs in connection with the acquisition, development, construction, equipping and installation of a redevelopment project consisting of up to approximately 12,000,000 square feet of office, retail, residential and hotel space to be located in the Gulch Area of the Westside TAD (the “Gulch Project”); and

WHEREAS, the City and Atlanta Public Schools desire to enter into this Agreement pursuant to Article IX, Section III, Paragraph I of the State Constitution, the Redevelopment Powers Law and other applicable provisions of Georgia law, for the purpose of memorializing the terms and conditions under which educational ad valorem property tax increment will be contributed to pay Redevelopment Costs and debt service related to tax allocation bonds for various City tax allocation districts; and

WHEREAS, pursuant to the provisions of Section 36-44-13 and Section 36-44-3(8)(G) of the Redevelopment Powers Law, the City, under certain circumstances, has agreed to reimburse Atlanta Public Schools for educational capital costs incurred within a tax allocation

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NOW THEREFORE, the City and Atlanta Public Schools, in consideration of the above and foregoing promises and the mutual covenants, consents and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged and confessed by each of the parties hereto, do hereby agree as follows:

Section 1. Agreements and Covenants of the Atlanta Public Schools.

(a) Atlanta Public Schools agrees as follows:

i. Atlanta Public Schools agrees that the Prior Westside Consent Resolutions are in full force and effect and ratifies and agrees to its continued consent to the inclusion of its educational ad valorem property tax increment derived from the Westside TAD for the payment of redevelopment costs in the Westside TAD through December 31, 2038 and as security for the payment of each series of the Prior Westside TAD Bonds, as such bonds may be refunded, restructured and/or restated; provided that the maturity of such bonds shall not be extended beyond December 31, 2037.

ii. Atlanta Public Schools agrees to the inclusion of its educational ad valorem property tax increment generated solely within the Gulch Area of the Westside TAD for the payment of Redevelopment Costs in the Gulch Area and the use and pledge of such increment as security for the payment of tax allocation bonds issued for the Gulch Project, but only through December 31, 2038 (which date and restriction on APS’ consent to participate shall be noted in the final bond validation order for the Gulch Project bonds) and as such bonds may be refunded, restructured and/or restated, provided that such bonds shall mature no later than December 31, 2038 and, notwithstanding any longer period that may be permitted by O.C.G.A. § 36-44-11, no educational ad valorem property tax increment generated within the Gulch Area shall be available to pay any bonds or Redevelopment Costs incurred for the Gulch Project after December 31, 2038 without additional written consent of the School Board.

iii. Commencing as soon as procedurally possible after Atlanta Public Schools actually receives the first payment of the educational ad valorem tax increment set out in Section 2(b) hereinbelow or on January 5, 2020 (whichever occurs last), Atlanta Public Schools agrees to the inclusion of its educational ad valorem property tax increment derived from each of the Campbellton Road Tax Allocation District, the Hollowell/M.L. King Tax Allocation District, the Metropolitan Parkway Tax Allocation District and the Stadium Neighborhoods Tax Allocation District (collectively, the “Corridor TADs”) for the payment of Redevelopment Costs and as security for the payment of tax allocation bonds issued for each respective Corridor TAD, provided that

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Atlanta Public Schools’ participation in each of the Corridor TADs shall expire on the earlier of (i) December 31, 2050 or (ii) the earlier termination of the related Corridor TAD and shall be subject to the limitations set out subparagraph (iv) below.

iv. The total contribution of Atlanta Public Schools’ educational ad valorem property tax increment to the Corridor TADs as a whole shall be limited to the following annual amounts:

1. $2,000,000 annually in each of the calendar years 2020 through and including 2023;

2. $5,000,000 annually in each of the calendar years 2024 through and including 2028; and

3. $6,500,000 annually in each of the calendar years 2029 through and including 2050.

Section 2. Agreements and Covenants of the City.

(a) The City agrees as follows as to the Westside TAD:

i. The City agrees to make payments to Atlanta Public Schools (“Educational Supplemental Project Payments”) as reimbursement for capital costs incurred and paid by Atlanta Public Schools in the Westside TAD, including, but not limited to, the relocation and construction of the elementary school f/k/a Fowler Street Elementary School, n/k/a Centennial Place Elementary School (which constitute Redevelopment Costs), which Educational Supplemental Project Payments shall be paid as follows:

1. $10,000,000 shall be paid on the 10th business day following the execution and delivery of this Agreement by the City and the School Board;

2. $1,250,000 shall be paid on January 5th in each of the years from 2020 through and including 2023 from excess tax allocation increment generated and collected outside of the Gulch Area within the Westside TAD and available after payment from all revenue (e.g. all tax increment revenue derived from City, County and Atlanta Public School levies and any investment earnings on such amounts attributable to the Westside TAD outside of the Gulch Area) of annual bond debt service payments, trustee fees and required deposits (if any) to debt service reserve funds on any outstanding tax allocation bonds issued for the Westside TAD outside of the Gulch Area; and

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3. on each January 5th, commencing on January 5, 2024 and continuing on each January 5th thereafter until termination of the Westside TAD, annual payments shall be paid in an amount equal to 50% of Atlanta Public Schools’ educational ad valorem property tax increment generated outside of the Gulch Area within the Westside TAD, actually collected during the preceding calendar year, and available after payment from all revenue (e.g. all tax increment revenue derived from City, County and Atlanta Public School levies and any investment earnings on such amounts attributable to the Westside TAD outside of the Gulch Area) of annual bond debt service payments, trustee fees and required deposits (if any) to debt service reserve funds and administrative fees actually incurred up to an annual maximum amount of $1,500,000.00, on any outstanding tax allocation bonds issued for the Westside TAD outside of the Gulch Area, provided that (i) the initial $39,300,000 of such payments shall constitute Educational Supplemental Project Payments to be applied toward the payment or reimbursement of educational costs incurred by Atlanta Public Schools in the Westside TAD, and (ii) thereafter, such payments shall constitute PILOT Payments which may be used by Atlanta Public Schools for any purpose. City shall provide Atlanta Public Schools with an annual report detailing the annual calculation for payments made under this subsection 2(a)(i)3; and the annual calculation of such payment to Atlanta Public Schools shall be separately verified and confirmed each year in writing to Atlanta Public Schools by the City’s outside auditor.

ii. The City agrees that it shall not issue any additional tax allocation bonds secured by educational ad valorem property tax increment derived from the Westside TAD (other than the Gulch Project and related refundings or restructurings that do not extend the 2038 end date) without the School Board’s additional written consent.

iii. The City agrees that it shall not use any educational ad valorem property tax increment generated outside the Gulch Area to secure or pay any tax allocation bonds or Redevelopment Costs inside the Gulch Area of the Westside TAD, except as legally required to secure or pay the Prior Westside TAD Bonds.

iv. If for any reason the Westside TAD is not terminated by December 31, 2038, or Atlanta Public Schools’ participation in the Westside TAD has not ended and Atlanta Public Schools has not provided additional written consent to continue its participation in the Westside TAD after 2038, the City agrees to pay Atlanta Public Schools, from any legally available source (including but not limited to PILOT Payments) commencing on January 5, 2039 and continuing on each January 5th thereafter until termination of the Westside TAD, an amount equal to 100% of Atlanta Public Schools’ educational ad valorem property tax increment derived from the Westside TAD outside of the Gulch Area and actually collected during the preceding calendar year, and to pay the outstanding bond debt and Redevelopment Costs attributable to the Westside TAD, outside of the Gulch Area, in full as soon as possible. .

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v. The City agrees that no educational ad valorem property tax increment shall be used to pay or secure debt service on any tax allocation bonds or any Redevelopment Costs for the Gulch Project after December 31, 2038. The City agrees to cause all material agreements of the City related to the financing of the Gulch Project, including any final validation order, to reflect a hard termination date of December 31, 2038, notwithstanding anything to the contrary contained herein or in O.C.G.A. § 36-44- 11. The City agrees not to enter into any written amendment, agreement or waiver that proposes to use Atlanta Public Schools’ educational ad valorem property tax increment derived from the Westside TAD for the payment or security of Redevelopment Costs or as security for the payment of tax allocation bonds beyond December 31, 2038 without the additional written consent of Atlanta Public Schools, which consent shall not be unreasonably withheld. If for any reason the Westside TAD is not terminated by December 31, 2038 or Atlanta Public Schools’ participation in the Gulch Area of the Westside TAD has not ended and Atlanta Public Schools has not provided additional written consent to continue its participation in the Gulch Area of the Westside TAD after 2038, the City agrees to pay Atlanta Public Schools, from any legally available source (including but not limited to PILOT Payments), commencing on January 5, 2039 and continuing on each January 5th thereafter until termination of the Westside TAD, an amount equal to 100% of Atlanta Public Schools’ educational ad valorem property tax increment derived from the Gulch Area of the Westside TAD as PILOT Payments to compensate Atlanta Public Schools for the loss of tax revenues in accordance with the Redevelopment Powers Law; and to pay the outstanding bond debt and Redevelopment Costs attributable to the Gulch Area of the Westside TAD in full as soon as possible.

(b) The City agrees as follows as to the Eastside TAD:

The City agrees to immediately pay-off or defease all outstanding tax allocation bonds issued and outstanding for the Eastside TAD from surplus tax increment, and, on January 5th, 2020, the City shall make a PILOT Payment to Atlanta Public Schools in an amount equal to 100% of Atlanta Public Schools’ educational ad valorem property tax increment collected following such payment or defeasance (in January 2019). Thereafter, commencing on January 5th 2021 and continuing on January 5th of each successive year until termination of the Eastside TAD, City shall make PILOT Payments to Atlanta Public Schools in an amount equal to 100% of Atlanta Public Schools’ educational ad valorem property tax increment derived from the Eastside TAD and actually collected during the preceding calendar year.

(c) The City agrees as follows as to the Corridor TADs:

i. Notwithstanding anything to the contrary contained herein or in O.C.G.A. § 36-44-11, the City agrees to a hard outside termination of December 31, 2050 on the Corridor TADs for the inclusion of Atlanta Public Schools’ educational ad valorem tax increment. If for any reason any Corridor TAD is not terminated by December 31, 2050, or Atlanta Public Schools’ participation in each Corridor TAD has not ended and Atlanta Public Schools has not provided additional written consent to continue its participation in such Corridor TAD, the City agrees to make PILOT Payments to Atlanta Public Schools

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in an amount equal to 100% of Atlanta Public Schools’ educational ad valorem property tax increment derived from such Corridor TAD and actually collected during the preceding calendar year, commencing on January 5th 2051, and each January 5th thereafter until the termination of such Corridor TAD.

ii. If at any time during the term of the Corridors TADs, the Quality Basic Education (“QBE”) formula as calculated under applicable law is modified from existing law such that the application of such formula results in a shortfall for Atlanta Public Schools related to a Corridor TAD then the City will reimburse the Atlanta Public Schools the shortfall on January 5th following the year in which the shortfall occurred. To clarify, the State of Georgia contributes annual QBE funding to Atlanta Public Schools. The QBE funding to Atlanta Public Schools is reduced by the “Local Five Mill Share” which is the tax revenue that would be generated by five mills of property taxes when levied on the equalized tax digest. If the Local Five Mill Share calculation is based on the current tax value of the property located in a Corridor TAD (as opposed to the frozen or TAD base year value as determined by the Redevelopment Powers Law) then the Local Fair Mill Share is increased and Atlanta Public Schools receives less QBE funding even though Atlanta Public Schools is not receiving the tax increment from the Corridor TAD. Accordingly, the “shortfall” is the difference between the QBE funding Atlanta Public Schools would have received in the year at issue if the Local Five Mill Share calculation was calculated on the frozen or TAD base year tax value as opposed to the current tax value of the TAD property.

(d) The City agrees as follows as to the Atlantic Station TAD:

i. The City agrees to not issue any additional tax allocation bonds secured by educational ad valorem property tax increment derived from the Atlantic Station TAD nor to commence any additional Redevelopment Costs inside the Atlantic Station TAD.

ii. The City agrees to apply all excess tax allocation increment and all other available revenue derived in the Atlantic Station TAD, available after payment of annual debt service, trustee fees, required deposits (if any) to debt service reserve funds, and administrative fees actually incurred up to a maximum amount of $350,000 per annum, to the payment of tax allocation bonds issued for the Atlantic Station TAD on their earliest date.

iii. The City agrees to cause to not approve any tax abatement transactions within the Atlantic Station TAD while any Redevelopment Costs or tax allocation bond secured by educational ad valorem property tax increment generated in the Atlantic Station TAD are outstanding.

iv. If for any reason the Atlantic Station TAD is not terminated by December 31, 2027, the City agrees to pay Atlanta Public Schools, from any legally available source (including but not limited to PILOT Payments), commencing on January 5, 2028 and continuing on each January 5th thereafter until termination of the Atlantic Station TAD, an amount equal to 100% of Atlanta Public Schools’ educational ad valorem property tax

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increment derived from the Atlantic Station TAD and actually collected during the preceding calendar year and to pay the outstanding Atlantic Station bond debt and Redevelopment Costs in full as soon as possible.

(e) The City agrees as follows as to the Perry Bolton TAD:

i. If for any reason the Perry Bolton TAD is not terminated by December 31, 2041 and Atlanta Public Schools has not provided prior written consent to continue its participation in the Perry Bolton TAD after 2041, the City agrees to pay Atlanta Public Schools, from any legally available source (including but not limited to PILOT Payments), commencing on January 5, 2042 and continuing on each January 5th thereafter until termination of the Perry Bolton TAD, an amount equal to 100% of Atlanta Public Schools’ educational ad valorem property tax increment derived from the Perry Bolton TAD; and to pay the outstanding bond debt and Redevelopment Costs in full as soon as possible.

Section 3. Additional Agreements of the City and Atlanta Public Schools.

(a) The City and Atlanta Public Schools agree to continue each of their respective obligations related to the Beltline TAD under and pursuant to that certain Intergovernmental Agreement, dated December 31, 2005, among the City, the Atlanta Development Authority d/b/a Invest Atlanta and Atlanta Public Schools, as amended by the First Amendment to Intergovernmental Agreement, effective August 17, 2009, the Second Amendment to Intergovernmental Agreement, effective November 9, 2009 and the Third Amendment to Intergovernmental Agreement, effective February 8, 2016.

(b) The City and Atlanta Public Schools agree to continue each of their respective obligations related to the Perry Bolton TAD under and pursuant to that certain Intergovernmental Agreement between the City and Atlanta Public Schools dated January 1, 2004, as amended by the First Amendment to Intergovernmental Agreement, dated November 15, 2009.

(c) The City and Atlanta Public Schools agree that all payments payable to Atlanta Public Schools by the City under this Agreement shall be remitted directly to Atlanta Public Schools by the applicable “TAD Trustee” or other financial institution that collects and distributes the applicable tax allocation increment (e.g. the Westside TAD Trustee shall remit the Westside TAD PILOT Payments to Atlanta Public Schools; the Eastside TAD Trustee shall remit the Eastside TAD PILOT Payments to Atlanta Public Schools).

Section 4. Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon Atlanta Public Schools, the City and their respective successors and assigns, subject, however, to the limitations contained in this Agreement.

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Section 5. Severability. If any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.

Section 6. Entire Contract. This Agreement contains the entire contract between Atlanta Public Schools and the City relating to matters covered by this Agreement.

Section 7. Amendments. This Agreement may be amended with the mutual written consent of Atlanta Public Schools and the City.

Section 8. Execution in Counterparts. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

Section 9. Captions. The captions and headings in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions of this Agreement.

Section 10. Law Governing Construction of Agreement. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Georgia.

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CITY OF ATLANTA

By: Mayor

Attest:

Municipal Clerk

(SEAL)

Approved as to Form:

By: City Attorney

Execution Copy - Final 10 ATLANTA BOARD OF EDUCATION

By: ______Jason F. Esteves Board Chair

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