DEVELOPMENT AUTHORITY OF FULTON COUNTY  REGULAR MEETING HELD ON TUESDAY,MAY27.204 AT 2:00 P.M. INTHE 4th FLOOR CONFERENCE ROOM FULTON COUNTY GOVERNMENT CENTER BUILDING  MINUTES  Present were the following Members of the Authority:  Mr. Robert J. Shaw- Chairman Dr. Samuel D. Jolley, Jr. - Secretary Mr. Walter Metze - Treasurer Mr. Sam Bacote - Board Member Mr. Steve Broadbent - Board Member Mr. Penn Hodge - Board Member Ms. Patrise Perkins-Hooker - Board Member Dr. Michael Bell - Board Member  Also present were Mr. Lewis C. Horne, Jr. and Senator Leroy Johnson, attorneys for the Authority, and Ms. Sandra Z. Zayac of Schiff Hardin LLP. Ms. Marva Bryan, Ms. Doris Coleman and Ms. Sabrina Kirkland, staff  ofthe Authority, were also present.  The meeting was called to order by Chairman Shaw. "INVOCATION: Dr. Jolley gave the invocation.  RECOGNITION OF VISITORS: Also present were Dr. C. Clayton Powell, Commissioner Liz Hausmann, Mr. Edward Leidelmeijer of Commissioner Hausmann's office, Ms. Felicia Powell and Mr. Zack Buckner of U.S. Bank National Association, Mr. Enrique Perez of Fulcro Partners, Mr. Joseph Moore ofJLM Risk Management  and Mrs. Deborah Powell. OLD BUSINESS:  Final Bond Resolution for TUFF CAUB LLC ("TUFF") Ms. Mae Charles Barnes ofMurray Barnes Finister LPP appeared in connection with the request for a final bond resolution for the issuance of$3,725,000 ini tax- exempt bonds and $220,000 in taxable bonds. The bonds will be used to finance the expansion ofa utility plant utilized by Clark Atlanta University and Spelman College and will be issued on aj parity with bonds issued in 2007. Upon a motion made by Mr. Bacote, which was seconded by Dr. Jolley, the. Authority unanimously Final Bond Resolution for. JLB Peachtree, LLC ("JLB") Mr. Dan McRae and Mr. Chris Compton of Seyfarth Shaw LPP and Mr. Matthew Hallman of JLB appeared in connection with the request for a final bond resolution for the issuance of $77,000,000 in taxable bonds. The bonds will be used to finance the development ofa mixed-use project on Peachtree Rd. and 5th Street. Upon a motion made by Mr. Broadbent, which was seconded by Mr. Metze, the Authority unanimously approved the final bond resolution for JLB.  approved the final bond resolution for TUFF.  Final Bond Resolution for 33 Peachtree Holdings. LP ("33 Peachtree-") Mr. Dan McRae and Mr. Chris Compton of Seyfarth Shaw LPP and Mr. Johnson Bazzel of Wood Partners appeared in connection with the request fora final bond resolution for the issuance of $91,000,000 in taxable bonds. This bond amount has been increased    from the inducement amount as a result ofincreased costs associated with the project. The bonds willl be used to finance the development ofa transit-oriented project on Peachtree Rd. in Downtown Atlanta, including a parking facility, 20,000 square feet oft retail space and 369 residential units. Upon a motion madel by Dr. Jolley, which was seconded by Mr. Bacote, the. Authority approved the final bond: resolution for 33 Peachtree. Dr. Bell  voted against the motion. NEW BUSINESS:  Letter ofInducement for Trade Credit Guaranty Corporation ("TCGC"). Mr. Ken Neighbors of Greenberg Traurig LLP, Mr. John Hayes of TCGC, Representative Stacey Abrams ofTCGC and Ms. Cheryl Strickland of Stifel Nicolaus appeared in connection with the request for al letter ofinducement for the issuance of $20,000,000 in taxable bonds. The bonds will be used to finance the expansion ofa a trade credit processing system for small businesses. The process allows small businesses to collect receivables more quickly. The bonds will not be rated, but will be privately placed with sophisticated investors. TCGCi is still waiting on the company's 2013 audit to become available. Upon questions from the Authority, Mr. Neighbors explained that the bonds investors would provide "big boy" letters. Upon ai motion made by Ms. Perkins-Hooker, which was seconded by Mr. Hodge, the Authority unanimously approved the request for a letter ofinducement, subject to Letter ofI Inducement for Turner Broadcasting System. Inc. ("Turner"). Mr. Bill Holby of King & Spalding LLP, Mr. Marty Reid of Walton Management, Mr. Bob Sauban ofTurner, Ms. Miki Swanson ofTurner and Dr. Powell appeared in connection with the request for a letter ofinducement: for the issuance of $600,000,000 in taxable bonds. The bonds will be used to finance the acquisition ofhigh tech equipment and personal property for the existing Turner campus. The project will retain 7,300 jobs. Turner has been moving some ofits operations to a facility in New York, and these bonds were an inducement to maintain certain operations in Fulton County. Upon a motion made by Mr. Hodge, which was seconded by Mr. Broadbent, the Authority  the Authority's receipt oft the 2013 audit.  unanimously approved the request for a letter ofinducement for Turner.  ITEMS FOR APPROVAL:  Approval of Authority Employee Handbook. Upon motion by Ms. Perkins-Hooker, which was seconded by Dr. Approval of Funds for Fulton County Water Fountain Renovation.Upon motion by Ms. Perkins-Hooker, which was seconded by Dr. Jolley, the Authority approved the advancing of $80,500 to Fulton County for rehabilitation of their water fountain with the anticipation that the $80,500 would be reimbursed to the Authority from the collection of past due housing monitoring fees from three federally tax-exempt housing  Jolley, the Authority unanimously approved the Employee Handbook.  transactions that the Authority closed in 2004.  DISCUSSION:  Presentation by Authority Insurance Consultants Mr. Joe Moore of JLM Risk Management and Mr. Enrique Perez of] Fulcro introduced the Authority to their companies and explained the insurance consulting services that Minutes. The minutes from the Regular Meeting held on April 22, 2014, were presented to the Authority for approval. Upon a motion made by Dr. Jolley, which was seconded by Mr. Metze, the Authority unanimously  they would provide.  approved the minutes as presented. Dr. Bell abstained.  2    Executive Session  Upon motion by Ms. Perkins-Hooker and seconded by Mr. Broadbent, the Authority voted to move into executive session to discuss personnel matters. Upon motion by Dr. Jolley and seconded by Mr. Broadbent, the Authority voted to exit executive session. Upon motion by Ms. Perkins-Hooker and seconded by Dr. Jolley, the Authority voted to resolve the personnel matters by conducting a search for a new executive director for the Authority. Upon motion by Mr. Hodge and seconded by Dr. Jolley and Mr. Metze, the Authority voted unanimously to elect Chairman Bob Shaw as Interim Executive Director until a suitable candidate has been  hired.  NEXT MEETING:  Chairman Shaw announced that the next meeting will be a Regular Meeting to be held on June 24, 2014 at 2:00  p.m. in the 4th floor conference room, room 4056. There being no further business, the meeting was adjourned.  Dr. Samuel Jolley, Jr., Secretary  3    EXHIBIT A  Open Meetings Affidavit  37978-0001 AT:230017623.1