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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)

Westside TAD Bond Modification Ordinance

renamed 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

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and 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 from the lien of the Trust Estate established thereunder the positive ad valorem tax increments generated

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within the Gulch Area of the Westside TAD from the security pledged to the payment of the Original Bank Bonds pursuant to that certain Amended and Restated Indenture of Trust ( as so amended, the “Indenture”); to amend the Original Covenants Agreement to establish an additional debt service reserve of $5,000,000 to further secure payment of the Original Bank Bonds pursuant to that certain Amended and Restated Covenants Agreement (as so amended, the Covenants Agreement”); and to exchange the Original Bank Bonds for Restated Bonds (as defined in Section 3 hereof), as required by the Original Indenture;

NOW, THEREFORE, be it ordained by the City Council, and it is hereby ordained by the authority of the same, as follows:

Section 1.

Authority for Ordinance.

This Ordinance is adopted pursuant to the

provisions of the Constitution and the laws of the State of Georgia.

Section 2.

Findings. It is hereby ascertained, determined and declared that:

(a)

providing for the restatement and exchange of bonds for the purpose of

restructuring the security therefor is a lawful and valid undertaking in that it will further

the public purpose intended to be serviced by the Act;

(b) the Restated Bonds (as hereinafter defined) constitute only limited

obligations of the City and are payable solely from the revenues assigned and pledged to the payment thereof and do not constitute a debt or a general obligation or a pledge of the faith and credit of the State of Georgia or any political subdivision, county or independent board of education thereof, including the City, Fulton County and the School Board, and will not directly or indirectly obligate such State or political subdivision,

county or independent board of education thereof, including the City, Fulton County and the School Board, to levy or to pledge any form of taxation whatever for the payment thereof.

For the purpose of restructuring the

security for the Original Bank Bonds, the restatement and exchange of the Original Bank Bonds for the Restated Bonds authorized by the Indenture in the following designations and amounts is hereby authorized: (1) Tax Allocation Variable Rate Bonds (Westside Project), Series 2001-R, in the aggregate principal amount of $3,535,000 (the “Restated 2001 Bonds”); (2) Tax Allocation Variable Rate Bonds (Westside Project), Series 2005A-R in the aggregate principal amount of $32,680,000 (the “Restated 2005A Bonds”), and its Tax Allocation Variable Rate Bonds (Westside Project), Series 2005B-R in the aggregate principal amount of $4,905,000 (the Restated 2005B Bonds” and, together with the Series 2005A Bonds, the “Restated 2005

Bonds”); and (3) Tax Allocation Variable Rate Bonds (Westside Project), Series 2008-R in the aggregate principal amount of $48,290,000 (the “Restated 2008 Bonds”), all pursuant to the Indenture. The Restated 2001 Bonds, the Restated 2005 Bonds and the Restated 2008 Bonds are referred to collectively as the “Restated Bonds.” The interest rates, redemption provisions and dates of maturity of the Restated Bonds shall not change from those of the corresponding Original Bank Bonds.

Section 3.

Authorization of Restated Bonds.

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Section 4.

Authorization of Indenture.

The execution, delivery and performance of

the Indenture between the City and the Trustee are hereby authorized. The Indenture shall be in substantially the form attached hereto as Exhibit “1”, subject to such changes, insertions or omissions as may be approved by the Mayor, and the execution of the Indenture by the Mayor as hereby authorized shall be conclusive evidence of any such approval.

The execution, delivery and

performance of the Covenants Agreement by and between the City and the Bank, are hereby authorized. The Covenants Agreement shall be in substantially the form attached hereto as Exhibit “2,” subject to changes, insertions or omissions as may be approved by the Mayor, and the execution of the Covenants Agreement by the Mayor as hereby authorized shall be

conclusive evidence of any such approval.

Section 5.

Authorization of Covenants Agreement.

The Restated Bonds shall be executed in

the manner provided in the Indenture, and the same shall be delivered to the Trustee for proper authentication and delivery to the Bank with instructions to that effect as provided in the

Indenture.

Section 6.

Execution of Restated Bonds.

The Mayor is hereby authorized and

directed to immediately notify the District Attorney of the Atlanta Judicial Circuit of the action taken by the City, to request the District Attorney to institute a proceeding to confirm and validate the Restated Bonds and to pass upon the security therefor, and the Mayor, Chief Financial Officer of the City and the Municipal Clerk are further authorized to acknowledge service and make answer in such proceeding.

Section 7.

Validation of Restated Bonds.

No stipulation, obligation or agreement herein

contained or contained in the Indenture or the Covenants Agreement shall be deemed to be a stipulation, obligation or agreement of any officer, director, agent or employee of the City in his individual capacity, and no such officer, director, agent or employee shall be personally liable on the Restated Bonds or be subject to personal liability or accountability by reason of the issuance thereof.

Section 8.

No Personal Liability.

From and after the execution and delivery of the

documents hereinabove authorized, the proper officers, directors, agents and employees of the City are hereby authorized, empowered and directed to do all such acts and things to execute all such documents as may be necessary to carry out and comply with the provisions of the documents as authorized herein, and are further authorized to take any and all further actions and execute and deliver any and all other documents and certificates as may be necessary or desirable in connection with the restatement and exchange of the Restated Bonds and in conformity with

the purposes and intents of this Ordinance.

Section 9.

General Authority.

Actions Approved and Confirmed. All acts and doings of the officers of

the City that are in conformity with the purposes and intents of this Ordinance and in furtherance of the restatement and exchange of the Restated Bonds, and the execution, delivery and performance of the Indenture and the Covenants Agreement shall be, and the same hereby are, in all respects approved and confirmed.

Section 10.

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Severability of Invalid Provision. If any one or more of the agreements or

provisions herein contained shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining agreements and provisions and shall in no way affect the validity of any of the other agreements and provisions hereof or of the Restated Bonds authorized hereunder.

Section 11.

All resolutions or parts thereof of the City in conflict

with provisions herein contained are, to the extent of such conflict, hereby superseded and repealed.

Section 12.

Repealing Clause.

Section 13. adoption.

Effective Date.

This Ordinance shall take effect immediately upon its

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Exhibit 1

FORM OF AMENDED AND RESTATED INDENTURE OF TRUST

Westside TAD Bond Modification Ordinance

Exhibit 2

FORM OF AMENDED AND RESTATED CONTINUING COVENANTS AGREEMENT

Westside TAD Bond Modification Ordinance