DEVELOPMENT AUTHORITY OF FULTON COUNTY REGULAR MEETING HELD ON TUESDAY, AUGUST 26, 2014. AT2:001 P.M. INT THE 4t" FLOOR CONFERENCE ROOM FULTON COUNTY GOVERNMENT CENTER BUILDING  MINUTES  Present were the following Members oft the Authority: Mr. Robert J. Shaw - Chairman Dr. John E. Maupin, Jr. - Vice Chairman Dr. Samuel D. Jolley, Jr.- Secretary Mr. Walter Metze - Treasurer Dr. Michael Bell - Board Member Mr. Sam Bacote - Board Member Mr. D. Penn Hodge - Board Member Mr. Steve Broadbent - Board Member  Also present were Mr. Lewis C. Horne, Jr. and Ms. Sandra Z. Zayac of Schiff Hardin LLP, attorneys for the Authority. Ms. Doris Coleman, Ms. Marva Bryan and Ms. Sabrina Kirkland, The meeting was called to order by Chairman Shaw, and Dr. Jolley gave the invocation. RECOGNITION OF VISITORS: Also present were Commissioner Hausmann, Mr. Edward Leidelmeijer of Commissioner Hausmann's office, Ms. Beth Wells of Tabb & Tabb and Mr. Al  staffofthe. Authority, were also present.  Nash ofl Progress Partners. OLDI BUSINESS:  Final Bond Resolution for Facet Technologies. LLC Mr. Chris Compton of Seyfarth Shaw LLP appeared in connection with the request for a final bond resolution for the issuance of $20,000,000 in taxable bonds. The bonds will be used to finance the acquisition of personal property and equipment for the manufacture of blood glucose monitoring equipment. The facility will be located in East Point, and the project will bring to Fulton County approximately 100 new jobs from Japan and 150 jobs from Henry County. The Authority asked questions relating to the existing building. Upon a motion made by Dr. Maupin, which was seconded by Final Bond Resolution for 60 11th Street, LLC. Mr. Chris Compton of Seyfarth Shaw LLP appeared in connection with the request for a final bond resolution for the issuance of $95,000,000 in taxable bonds. Mr. Compton first appeared before the Authority in April seeking an inducement resolution, which was granted, for this third component of the 12t Street/Midtown project. The bonds will be used to finance a 319-unit mixed-use facility located at11"h Street and Crescent Street in Midtown, which will create approximately 100 permanent  Mr. Broadbent, the Authority unanimously approved the final bond resolution.    retail jobs, 20 jobs related to the residential units and 600 construction jobs. Upon a motion made by Dr. Jolley, which was seconded by Mr. Metze, the Authority unanimously approved the Final Bond Resolution for Three Alliance Buckhead, L.P. ("Three Alliance"). Mr. Woody Vaughan and Ms. Allison Dyer of Holland & Knight, LLP and Mr. Robert Stubbs, Regional Counsel to Three Alliance, appeared in connection with the request for a final bond resolution for the issuance of $150,000,000 in taxable bonds. The bonds will be used to finance an office tower, which is the third phase of the Alliance project in Buckhead. Upon questions from the Authority, Mr. Vaughan described the precise location of the project. Upon a motion made by Dr. Maupin, which was seconded by Mr. Broadbent, the Authority unanimously approved the Final Bond Resolution for Catholic Continuing Care Retirement Communities. Inc. Mr. Bill Holby of King & Spalding LLP appeared in connection with the request for a final bond resolution for the issuance of $20,450,000 in tax-exempt bonds. The bonds will be used to refinance the St. George Village project, a continuing care facility originally built in 2004. Upon questions from the Authority, Mr. Holby explained that in 2009 the bonds were privately placed with Bank of America. The project is now being refinanced with SunTrust and SunTrust will own the bonds. Iti is anticipated that closing will occur in September. The project is owned by the Catholic Archdiocese. Upon a motion made by Mr. Broadbent, which was seconded by Dr.  final bond resolution.  final bond resolution.  Jolley, the Authority unanimously approved the final bond resolution.  NEW BUSINESS:  Letter of Inducement and Final Bond Resolution for Bridgeway Foundation for Education, Inc. ("Bridgeway"). Mr. David Ringelstein of Balch & Bingham LLP, Mr. Charlie Thompson of SunTrust and Mr. Rob Starner of] Bridgeway Christian Academy appeared in connection with the request for al letter ofinducement and final bond resolution for the issuance of $2,250,000 int tax- exempt and taxable bonds. The bonds will be used to refinance existing debt of the School. Regions Bank will serve as lender. Upon questions from the Authority, Mr. Starner explained that the Alpharetta school has performed well since 2009. Dr. Maupin informed the Authority that he sits on the Board ofI Directors for Regions Bank in Birmingham. Accordingly, he recused himself from the vote and left the room for the remainder of the discussion relating to Bridgeway. Upon a motion made by Mr. Broadbent, which was seconded by Dr. Jolley, the Authority unanimously approved the request for a letter ofinducement. Upon a motion made by Dr. Bell, which was seconded by Mr. Broadbent, the Authority unanimously approved the final Letter of Inducement for Piedmont Healthcare, Inc. ("Piedmont"). Mr. Floyd Newton and Ms. Ansly Moyer of King & Spalding LLP and Ms. Marie Gaffney, Mr. Greg Scibona and Ms. Liz Ekpenyong of Piedmont appeared in connection with the request for a letter of inducement for the issuance of $105,000,000 in tax-exempt bonds. The bonds will be used primarily to (a) refund the outstanding Series 2009B bonds in the amount of $64,000,000 that currently have a SunTrust letter of credit and (b) for a potential new money issuance for diagnostic equipment and patient bed upgrades. Upon questions from the Authority, Piedmont representatives  bond resolution.  2    explained that Piedmont's rate of acquisition of healthcare practices is market-dependent. Upon a motion made by Dr. Jolley, which was seconded by Dr. Bell, the Authority unanimously  approved the request for a letter ofinducement.  ITEMSE FOR APPROVAL:  Modification to DAFC Bond Inducement Application. A modification to the inducement application to include additional language regarding MFBE requirements was presented to the Authority for its approval. The addition is being made to confirm the Authority's commitment to the community and MFBE issues. Upon ai motion made by Dr. Maupin, which was seconded by Mr. Metze, the Authority unanimously approved the: revised bond inducement application. Executive Session. Upon a motion made by Dr. Maupin, which was seconded by Dr. Jolley, the Authority unanimously approved the motion to enter into executive session for the purpose of discussing personnel issues. Upon a motion made by Dr. Jolley, which was seconded by Dr. Bell, the Authority unanimously approved the motion to exit executive session. An open Hiring ofNew DAFC Executive Director. Dr. Bell made the motion tol hire Mr. Al Nash through Parallax in accordance with the terms discussed. Dr. Maupin seconded the motion, which was approved unanimously by the Authority. Mr. Shaw was not in attendance during this vote. Creation of Position of] Director of] External Affairs. Upon a motion made by Dr. Maupin, which was seconded by Dr. Jolley, the Authority unanimously approved the creation of the position of Director of External Affairs. Upon a motion made by Dr. Jolley, which was seconded by Dr. Maupin, the Authority unanimously agreed to hire Chairman Shaw to serve in the position of Director ofExternal Affairs during the transition period and at the pleasure oft the Authority fora period not to exceed one year, unless such time period is extended by the Authority. Chairman Shaw was not present in the room during the discussion or votes relating to the creation of the Minutes. The minutes from the Regular Meeting held on Monday, July 22, 2014, were presented to the Authority for approval. Upon a motion made by Dr. Jolley, which was seconded by Mr. 2014 Financial Audit. Ms. Wells of Tabb & Tabb reviewed the highlights of the Authority's 2014 Audit. The Executive Committee had previously reviewed and approved the audit. Ms. Wells stated that there was nothing unusual in the audit. She pointed out that the audit made one finding that one bank utilized by the Authority was not properly collateralized. Currently, the Authority's staffi is working to resolve that matter. Upon a motion made by Dr. Maupin, which was seconded by Dr. Jolley, the Authority approved the 2014. Audit as presented.  meeting affidavit is attached hereto as exhibit"A".  position of and hiring of the Director of] External Affairs.  Metz, the Authority unanimously approved the minutes as presented.  NEXTMEETING:  Chairman Shaw announced that the next meeting will be a Regular Meeting held on September  23,2014, at 2:00 p.m. in the 4th floor conference room, room 4056.  3    There being no further business, the meeting was adjourned.  Dr. Samuel D. Jolley, Jr., Secretary  4    Exhibit "A" Open Meetings Affidavit