RESOLUTION OF THE BOARD OF DIRECTORS OF THE ATLANTA

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					       RESOLUTION OF THE BOARD OF DIRECTORS OF THE ATLANTA
       DEVELOPMENT AUTHORITY AUTHORIZING THE PROVISION OF TAX
       ALLOCATION DISTRICT FUNDING SUPPORT FOR THE CORINTHIAN
       COLLEGES, INC. PROJECT WITHIN THE CAMPBELLTON ROAD TAX
       ALLOCATION DISTRICT, NUMBER SEVEN; AND FOR OTHER
       PURPOSES

        WHEREAS, to encourage the redevelopment of the Campbellton Road area located
within the City of Atlanta, Georgia (the "City"), the Council of the City (the "City Council"), by
Ordinance 06-O-2292 adopted on November 20, 2006, and signed by the Mayor on November
28, 2006 (the "Campbellton Road TAD Ordinance"), among other things, (i) created the City of
Atlanta Tax Allocation District, Number Seven – Campbellton Road (the "Campbellton Road
TAD"), and (ii) adopted the Redevelopment Plan for the Campbellton Road TAD (the
"Campbellton Road Redevelopment Plan"), pursuant to the authority granted to the City under
the Redevelopment Powers Law, O.C.G.A. § 36-44-1, et seq. (the "Act");

       WHEREAS, the City has appointed The Atlanta Development Authority (the
"Authority") as the City’s redevelopment agency pursuant to the Act for the purpose of
implementing the redevelopment initiatives set forth in the Campbellton Road Redevelopment
Plan, and for other purposes, including, without limitation, implementing the neighborhood
project funding mandate of the City Council from the Campbellton Road TAD (the
"Campbellton Road TAD Allocation");

       WHEREAS, the City Council, by Ordinance 10-O-0927 adopted on June 7, 2010, and
signed by the Mayor on June 15, 2010, authorized the Authority to utilize a pay-as-you go
financing model to finance redevelopment projects in the Campbellton Road TAD, which
financing model adapts itself to the smaller neighborhood markets in the Campbellton Road
TAD by providing funding to projects only upon completion of the respective project;

        WHEREAS, the Authority issued a Request for Proposals on June 30, 2010, that
provided that development projects to be funded from the Campbellton Road Allocation must
(i) comply with the applicable area redevelopment plan and/or corridor study; (ii) optimize
public dollars to support projects that will generate the greatest positive economic and/or quality
of life impact; (iii) have input from and feedback provided by the Campbellton Road Tax
Allocation District Advisory Board (the "Campbellton Road TAD Advisory Board") regarding
project selection; (iv) demonstrate success in leveraging additional funds from both public and
private sources; (v) have the ability to proceed and show project readiness based on site control,
financing commitments, construction schedule and projected completion date; (vi) utilize
funding solely for capital improvements; (vii) limit the use of the funding for predevelopment
projects and activities; and (viii) have an experienced development team with experience
commensurate with the scope and size of the proposed project;

        WHEREAS, the Authority staff and the Campbellton Road TAD Advisory Board have
each reviewed the application submitted by Corinthian Colleges, Inc. (the "Developer") for the Everest
Project (the "Project") for funding from the Campbellton Road Allocation in the amount of $750,000,
the description of which is attached hereto as Exhibit A;
        WHEREAS, pursuant to a lease, the Developer owns a leasehold interest in the Project
which is located at 2481 Greenbriar Parkway, S.W., Atlanta, Georgia 30331 (the "Property") and
will be the subject of the development of the Project, which will consist of the addition of a new
building with an approximate total investment of $4,950,000; and

        WHEREAS, the Board of Directors of the Authority, after full review and consideration
of the recommendations of the Authority Staff, and taking into consideration the advice of the
Campbellton Road TAD Advisory Board, has determined that it is in the best interest of the
Authority to approve funding from the Campbellton Road Allocation in the amount not to exceed
$648,000 for the Project.

         NOW, THEREFORE BE IT RESOLVED, by the Board of Directors of the Authority,
and it is hereby resolved by the authority of the same as follows:

       Section 1. Authority. This Resolution is adopted pursuant to the Development
Authorities Law of Georgia (O.C.G.A. § 36-62-1, et seq., as amended), and other applicable
provisions of law.

        Section 2. Approval of Funding of the Project. The Authority hereby authorizes and
approves the funding of the Project in a not to exceed amount of $648,000 (the "Project
Allocation"), subject to certain conditions being met by the Developer, with such funding being
solely from the Campbellton Road Allocation. If for any reason the Development Agreement is
not executed by the Developer and the Authority on or before April 30, 2011, the Project
Allocation allocated herein shall be withdrawn and the Project Allocation will be reallocated.

       Section 3. Approval to Negotiate Execute and Deliver the Development Agreement. The
Authority hereby authorizes the Chair, Vice Chair or President of the Authority to negotiate,
execute and deliver the Development Agreement, in a form deemed satisfactory to such officer
and legal counsel to the Authority, with the Developer of the Project setting forth the terms and
conditions relating to the Campbellton Road Allocation funding support and all instruments,
documents and certificates related thereto.

        Section 4. Reimbursement of Expenditures The Authority intends that the proceeds of
obligations be used to reimburse the Developer for certain expenditures with respect to the
Project (the “Expenditures”) made after the date which is sixty (60) days prior to the date of this
Resolution and approval by the City. The Authority and the City reasonably expect on the date
hereof that it will reimburse the Expenditures with the proceeds of the obligations or other debt.
This action by the Authority and the City confirms the “official intent” within the meaning of
Treasury Regulations Section 1.150-2 promulgated under the Internal Revenue Code of 1986, as
amended.

       Section 5. General Authority. It is hereby ratified and approved that the President and
any other proper officers, members, agents and employees of the Authority 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 further are 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



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contemplated by this Resolution. 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 or
President of the Authority, and the execution of such other certificates, papers and documents by
the Chair, Vice Chair or President of the Authority as herein authorized shall be conclusive
evidence of any such approval. The Secretary or any Assistant Secretary of the Authority is
hereby authorized to attest the signature of the Chair, Vice Chair or President of the Authority
and impress, imprint or otherwise affix the seal of the Authority on any of the certificates, papers
and documents executed in connection with this Resolution, but shall not be obligated to do so,
and the absence of the signature of the Secretary or Assistant Secretary or the Authority's seal on
any such other certificates, papers and documents shall not affect the validity or enforceability of
the Authority's obligations thereunder.

        Section 6. Actions Approved and Confirmed. It is hereby ratified and approved that all
acts and doings of the officers, employees or agents of the Authority 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 7. 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 8. Conflicts. All resolutions or parts thereof of the Authority in conflict with the
provisions herein contained are, to the extent of such conflict, hereby superseded and repealed.



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       Section 9. Effective Date.      This Resolution shall take effect immediately upon its
passage.

          Adopted and approved this 21st day of October, 2010.

                                           THE ATLANTA DEVELOPMENT AUTHORITY



                                           By:
                                                 Chair

[SEAL]

Attest:



By:
      Secretary
    Exhibit A

Project Description
                      THE ATLANTA DEVELOPMENT AUTHORITY
            AS REDEVELOPMENT AGENT FOR THE CITY OF ATLANTA, GEORGIA

                   CAMPBELLTON ROAD TAX ALLOCATION DISTRICT
                  CORINTHIAN COLLEGE, INC., DBA EVEREST COLLEGE

                              PROJECT SUMMARY SHEET


PROJECT LOCATION:          2481 Greenbriar Parkway, SW; Atlanta, GA 30331

TYPE:                      Corinthian Colleges, Inc., dba Everest College, is renovating a 63,000
                           square foot vacant commercial outparcel building located on the
                           Greenbriar Mall site. It will offer diplomas and/or degrees in
                           healthcare, criminal justice, and information technology. The company
                           expects enrollment of 800-1200 students annually. Its investment in
                           the Campbellton Road area location is approximately $5 million in
                           property improvements.

BACKGROUND:                Corinthian College is a for-profit, post-secondary education institution
                           operating approximately 119 campuses across Canada and the US.
                           Corinthian Colleges operates four campuses in the Atlanta metropolitan
                           area including: Marietta, Norcross, Decatur and Jonesboro. It offers
                           three distinct school brands including Everest, WyoTech and Heald.
                           Everest brand will be located in the Campbellton Road TAD.

                           Corinthian Colleges, Inc’s mission is to help students prepare for
                           careers that are in demand or advance in their chosen field. With more
                           than 110,500 students as of August, 2010, it is one of the largest post-
                           secondary education companies in North America. It offers
                           certification, diploma and/or degree programs in healthcare, criminal
                           justice, business, information technology, transportation technology
                           and maintenance and construction trades.

                           The company was founded in 1995 and completed an initial public
                           offering in 1999. As of June 30, 2009, it had approximately 12,500
                           employees in North America, including 5,200 full-time and part-time
                           faculty members.

APPLICANT/DEVELOPER: Corinthian Colleges, Inc
                     Brian Berkhausen, Vice President, Real Estate

SITE LANDLORD:             KDI Atlanta Mall, LLC, a Hendon Properties affiliate

SITE CONTROL:              Long-Term Lease (10 years with two 5 year renewals = 20 years)

PROJECT ACREAGE:           6.7 Acres


PROPERTY USE:                          Square Footage            End User Lease Rate: Year 1
Office                                 43,134
Training                               19,936
Total                                  63,070                    $378,420 ($6 x 63,070 SF)
AMENITIES:           Ample on-site parking (830 spaces plus), less than 10 minutes from
                     Hartsfield-Jackson Airport to the south and downtown Atlanta to the
                     east. Project lies within Greenbriar Mall. The project has direct access
                     to Langford Parkway (I-166) and I-285 Freeway. The school will be
                     within one mile of Tyler Perry Studios to the south.


SOURCES OF FUNDS:               Amount USES OF FUNDS:                                    Amount
Equity                        $4,950,000 Construction                                 $2,760,000
                                         FF&E                                         $1,180,000
                                         Signage                                       $165,000
                                         IT                                            $600,000
                                         Security                                        $15,000
                                         Owner’s TI                                    $230,000
Total Sources                 $4,950,000 Total Uses                                   $4,950,000



ESTIMATED CUMULATIVE            $648,000     TAD funding requested: $750,000.
INCREMENT NOT TO EXCEED:

ESTIMATED JOBS CREATED:         95 (FTE)


PROJECT SCHEDULE:
                     Initial Recruitment Call:        January 2010
                     Construction Started:            June 2010
                     Construction Completed:          September 2010
                     Construction Period:             3 Months
                     School Opens                     Fall 2010
                     Project Stabilization:           March 2011

REDEVELOPMENT
PLAN GOALS:
                     Subject to the approval of the Atlanta Development Authority, “Pay As
                     You Go” TAD Funds will be used to reimburse the Developers for
                     completing the project in accordance to the following Redevelopment
                     Plan goals:

                          Jobs Created
                          Located in a Priority Node
                          Best Efforts to utilize and support small businesses
                          Generate Net Positive Benefit to the City
                          Utilize Brownfield and/or Underutilized Properties

PARTICIPANTS:
                     Applicant                        Corinthian Colleges, Inc
                     Applicant’s Counsel              To be determined
                     General Contractor               Hitt Contracting
                     Site Selection Broker            Jones, Lang, LaSalle
                     Architect                        Newman Architects
                     Authority's Counsel              Tanya Hairston –Whitner, Esq.
     Site




     Front Elevation and College Entrance




Workstations Under Construction             Classroom Under Construction
Location of subject property in the Campbellton Road TAD
                               SECRETARY’S CERTIFICATE


       I, Joseph A. Brown, the duly appointed, qualified and acting Secretary of The Atlanta
Development Authority (the "Authority"), do hereby certify that the foregoing pages of
typewritten matter constitute a true and correct copy of a Resolution adopted on October 21,
2010, by the members of the Board of Directors of the Authority in a meeting duly called and
assembled, after due and reasonable notice was given in accordance with applicable laws and
with the procedures of the Authority, 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
the Authority, which is in my custody and control.

       Given under my signature and seal of the Authority, this 21st day of October, 2010.




                                             Secretary

[SEAL]

				
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