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Atlanta Gulch Project ATLANTA GULCH PROJECT Atlanta City Council Supplemental Legislative Package October 2018 1. Evaluation Report of Springsted Incorporated, Independent Consultant identified by Georgia Municipal Association (GMA) 2. Gulch Area TAD Bond Ordinance (Full Redline Set) 3. Gulch Enterprise Zone Ordinance (Full Redline Set) 4. Existing Westside TAD Amendment (Full Redline Set) 046738.0000066 EMF_US 71119082v3 Summary of Changed Pages Amendments to Existing Westside TAD Bond Document Amendments Document Business Term Changes Technical Changes Ordinance 18-O-1485 - Requires document approval as to form by City Attorney. Amending Existing Westside TAD Bond Documents 18-O-1485 AN ORDINANCE BY COUNCILMEMBERS CLETA WINSLOW, IVORY LEE YOUNG, JR. AND MICHAEL JULIAN BOND AS SUBSTITUTED BY COMMUNITY DEVELOPMENT/HUMAN SERVICES COMMITTEE AN ORDINANCE OF THE CITY OF ATLANTA TO PROVIDE FOR THE RESTATEMENT AND EXCHANGE OF ITS TAX ALLOCATION VARIABLE RATE BONDS (WESTSIDE PROJECT), SERIES 2001-R, IN THE CURRENT OUTSTANDING PRINCIPAL AMOUNT OF $3,535,000, ITS TAX ALLOCATION VARIABLE RATE BONDS (WESTSIDE PROJECT), SERIES 2005A-R, IN THE CURRENT OUTSTANDING PRINCIPAL AMOUNT OF $32,680,000, ITS TAX ALLOCATION VARIABLE RATE BONDS (WESTSIDE PROJECT), SERIES 2005B-R, IN THE CURRENT OUTSTANDING PRINCIPAL AMOUNT OF $4,905,000, AND ITS TAX ALLOCATION VARIABLE RATE BONDS (WESTSIDE PROJECT), SERIES 2008-R, IN THE CURRENT OUTSTANDING PRINCIPAL AMOUNT OF $48,290,000, IN ORDER TO RESTRUCTURE THE SECURITY THEREFOR; THE EXECUTION AND DELIVERY OF AN AMENDED AND RESTATED INDENTURE OF TRUST AND AN AMENDED AND RESTATED CONTINUING COVENANTS AGREEMENT; AND FOR CERTAIN OTHER PURPOSES, ALL IN CONNECTION WITH THE RESTATEMENT AND EXCHANGE OF THE FOREGOING DESCRIBED BONDS. WHEREAS , the City of Atlanta (the “ City ”) is a municipal corporation of the State of Georgia and a “political subdivision” as defined in Chapter 44 of Title 36 of the Official Code of Georgia Annotated, known as the “Redevelopment Powers Law,” as amended (the “ Act ”); and WHEREAS, in order to encourage the development of an economically and socially depressed area in the City, the City Council pursuant to Resolution No. 92-R-1575 adopted on December 7, 1992, and approved by the Mayor of the City (the “ Mayor ”) on December 15, 1992, (i) created the Techwood Park Urban Redevelopment Area and Tax Allocation District Number One - Atlanta/Techwood Park (the “ Techwood Redevelopment Area ”), (ii) adopted the Techwood Park Urban Redevelopment Plan (the “ Techwood Redevelopment Plan ”), and (iii) created Tax Allocation District Number One - Atlanta/Techwood Park (the “ Techwood TAD ”); and WHEREAS , pursuant to Resolution No. 98-R-0777, adopted by the City Council on July 6, 1998, and approved by the Mayor on July 13, 1998, as amended (the “ Westside Resolution ”), the City, among other matters, (i) renamed the Techwood Redevelopment Area as The Westside Redevelopment Area and Tax Allocation Bond District (Tax Allocation District Number 1, as Amended - Atlanta/Westside) (the “ Westside Redevelopment Area ”), (ii) renamed Westside TAD Bond Modification Ordinance the Techwood Redevelopment Plan as The Westside Redevelopment Plan and Tax Allocation Bond District (Tax Allocation District Number 1, as Amended - Atlanta/Westside) (the “Westside Redevelopment Plan ”), (iii) amended the Techwood TAD and established The Westside Tax Allocation Bond District Number 1, As Amended - Atlanta/Westside (the “Westside TAD ”), and (iv) expanded the boundaries of the Westside TAD so as to include certain distressed and vacant properties; and WHEREAS , the Westside Redevelopment Plan was amended by Resolution No. 98-R- 1911, adopted by the Council on October 19, 1998, and approved by the Mayor on October 27, 1998; Resolution No. 08-R-1549, adopted by the Council on August 18, 2008, and approved by the Mayor on August 21, 2008; and Resolution No. 18-R-3381, considered for adoption by the Council and approved by the Mayor contemporaneously with the approval of this Ordinance, pursuant to which, among other matters, the City has provided for the inclusion of City ad valorem property taxes in the computation of the tax allocation increment for the Westside TAD through and including December 31, 2048 (collectively, the “ Amendments ” and, together with the Westside Resolution, the “ City Resolution ”); 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 , the Board of Commissioners of Fulton County, Georgia (“ Fulton County ”), pursuant to Resolution No. 98-1452 adopted on November 18, 1998, as amended by Resolution No. 05-0851 adopted on July 20, 2005 and Resolution No. 08-1010 adopted on December 17, 2008, previously consented to the inclusion of its ad valorem property tax revenues in the computation of the tax allocation increment for the Westside TAD; and WHEREAS, the City has proposed that Fulton County adopt legislation authorizing the extension of its consent to the inclusion of its ad valorem property tax revenues in the computation of the Westside TAD for an additional term of years to be determined by Fulton County; and WHEREAS , the Atlanta Public Schools, by and through the Atlanta Board of Education (the “ School Board ”), by resolution adopted on November 8, 1998 (as amended on September 12, 2005), previously consented to the inclusion of its share of ad valorem property tax revenues in the computation of the tax allocation increment for the Westside TAD; and WHEREAS, the City has proposed that School Board adopt legislation authorizing the extension of its consent to the inclusion of its ad valorem property tax revenues in the computation of the Westside TAD for an additional term of years to be determined by School Board; and WHEREAS , the Westside Redevelopment Plan contemplates the redevelopment and revitalization of portions of urban, residential and commercial property located within the Westside TAD, including the Gulch Area (as defined in the hereinafter referred to Indenture), through redevelopment or construction of new retail, office and residential properties, cultural and -2- entertainment facilities, hotels, schools, community services, parks, open spaces, parking, transportation linkages and other land uses to be constructed on a project by project basis by independent developers; and WHEREAS , the City has appointed the Atlanta Development Authority as the City’s Redevelopment Agent for the Westside TAD to implement the Westside Redevelopment Plan, and, acting as such, the Redevelopment Agent has approved certain projects and phases of projects (collectively, the “ Westside TAD Projects ”) as part of the redevelopment of the Westside TAD; and WHEREAS , at the request of the Redevelopment Agent, the City has previously issued its tax allocation bonds pursuant to an Indenture of Trust dated as of December 1, 2001, a First Supplemental Indenture of Trust dated as of December 1, 2005, a Second Supplemental Indenture of Trust dated as of December 1, 2008, a Third Supplemental Indenture of Trust dated as of September 1, 2011 and a Fourth Supplemental Indenture of Trust dated as of September 1, 2014 (as previously supplemented and amended, the “ Original Indenture ”), between the City and The Bank of New York Mellon, as trustee (the “ Trustee ”), in order to finance certain redevelopment costs as part of the Westside TAD Projects; and WHEREAS , the City has previously issued its (1) Tax Allocation Variable Rate Bonds (Westside Project), Series 2001, in the original aggregate principal amount of $14,995,000 (the “Original 2001 Bonds ”), to finance a portion of the costs of the Westside TAD Projects; (2) Tax Allocation Variable Rate Bonds (Westside Project), Series 2005A in the original aggregate principal amount of $72,350,000 (the “ Original 2005A Bonds ”), and Tax Allocation Variable Rate Bonds (Westside Project), Series 2005B in the original aggregate principal amount of $10,215,000 (the “ Original 2005B Bonds ” and, together with the Original 2005A Bonds, the “Original 2005 Bonds ”), to finance a portion of the costs of the Westside TAD Projects; and (3) Tax Allocation Variable Rate Bonds (Westside Project), Series 2008 in the original aggregate principal amount of $63,760,000 (the “ Original 2008 Bonds ”), to finance a portion of the costs of the Westside TAD Projects; and WHEREAS , the Original 2001 Bonds, the Original 2005 Bonds and the Original 2008 Bonds (collectively, the “ Original Bank Bonds ”) have previously been converted to the Long Term Period (as defined in the Original Indenture) and purchased by Wells Fargo Bank, National Association (the “ Bank ”), pursuant to a Continuing Covenants Agreement dated as of September 1, 2011 (as previously supplemented and amended, the “ Original Covenants Agreement ”); and WHEREAS , pursuant to the Original Indenture, as a portion of the security for payment of the principal of and premium, if any, and interest on the Original Bank Bonds, the City pledged and assigned and granted a lien on and security interest in the positive ad valorem tax increments, as calculated pursuant to O.C.G.A. § 36-44-3(14), generated within the Westside TAD from ad valorem property taxes levied by the City, Fulton County and the School Board; and WHEREAS, the City desires to amend the Original Indenture and release
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