REQUEST FOR QUALIFICATIONS

REQUEST FOR QUALIFICATIONS Westside TAD Neighborhoods/Community Improvement Fund (CIF) Program Management Services March 10, 2014 133 Peachtree Street, NE, Suite 2900 Atlanta, GA 30303 404.880.4100 Phone 404.880.9333 Fax www.investatlanta.com

1 INTRODUCTION Invest Atlanta is soliciting responses to this ( RFQ ) for interested and qualified firms or individuals wishing to provide comprehensive strategic implementation services for the Westside Tax Allocation District ( TAD ) Neighborhoods. The Westside TAD Neighborhoods are those neighborhoods defined as the eligible area of the Community Improvement Fund (CIF), or the neighborhoods of Vine City, English Avenue, and a portion of Castleberry Hill (Exhibit A). BACKGROUND Invest Atlanta was created by the virtue of the Development Authorities Law, activated by a resolution of the Council of the City and currently operates as a public body corporate and politic and instrumentality of the State of Georgia. Invest Atlanta was established to promote the revitalization and growth of the city and serves as the City s redevelopment agent pursuant to the Redevelopment Powers Law for the purpose of implementing redevelopment initiatives within the City s ten tax allocation districts. In 1992 the City of Atlanta, Fulton County, and the Atlanta School Board passed resolutions creating the Westside Tax Allocation District, establishing Invest Atlanta as the City s Redevelopment Agent, and in the case of the County and School Board, consenting to the inclusion of their respective portions of all ad valorem tax increment created within the Westside TAD to pay certain qualified redevelopment costs. In 1998, the Westside TAD was amended to include the neighborhoods of Vine City, English Avenue, and a portion of Castleberry Hill. As designated Redevelopment Agent, Invest Atlanta is responsible for promoting positive development within the Westside TAD and administering the TAD financing process. The Westside TAD was created and expanded to capitalize on the 1996 Olympic legacy and Centennial Olympic Park, and to facilitate the redevelopment of the long neglected western portion of downtown and the historic neighborhoods of Vine City, English Avenue, and a portion of Castleberry Hill. Objectives of the Westside TAD Redevelopment Plan include: capitalize on the opportunity to revitalize land surrounding Centennial Olympic Park; foster the development of connections between the Central Business District, Clark Atlanta University Center, the Georgia Tech Campus, and adjoining neighborhoods; develop infill projects to eliminate development gaps; remove blighted conditions and expand redevelopment efforts to Vine City, English Avenue, and a portion of Castleberry Hill. More specifically, the Westside TAD seeks to foster a livelier Downtown and ameliorate poverty in surrounding neighborhoods through two primary objectives. Nurturing a vibrant and connected Downtown by: Enhancing Downtown tourism and building an entertainment core Retaining and creating jobs Supporting a vibrant office and retail core, including neighborhood retail for residents Supporting new housing for a mix of incomes Linking assets via transport / pedestrian improvements Reducing socio-economic distress in surrounding neighborhoods by: Providing community amenities for low-income residents Reducing the high crime and poverty rates Reducing the high housing vacancy rate and redeveloping dilapidated housing stock In an effort to stimulate new economic activity in the English Avenue and Vine City neighborhoods specifically, Invest Atlanta worked with the community to establish an implementation plan for short, medium, and long-term actions. The Westside TAD Neighborhood Strategic Implementation Plan seeks to create a cohesive and sustainable community vision with a focus on building local human capital and job creation. Recommended actions are categorized into a three phases: Stabilization, Predevelopment, and Execution. The plan identifies five priority areas in the neighborhoods to focus investments and establishes

2 a decision-making tool for the evaluation of future projects in the community. Criteria included in the decision-making matrix includes: Possession of site control Utilization of vacant land Attraction of private investment Adequate zoning and entitlements Proximity to existing homeowners Condition of existing infrastructure Proximity to services, food, education, transit, open space and previous investments Job creation (construction and permanent) Attraction of innovation and growth services Utilization of intergovernmental partnerships Support of sustainability efforts (water management, urban gardening, parks and open space) An Executive Summary of this report is attached as Exhibit B. A copy of the full report is available at http://westsidetad.com/appendices/westside%20tad%20final%20report%20091013%20(1).pdf. Pursuant to Resolution 13-R-0615 adopted on March 18, 2013 by Atlanta City Council in support of the construction of a new Atlanta Falcons Stadium at the northwest corner of Northside Drive and Martin Luther King, Jr. Boulevard, the City of Atlanta and Invest Atlanta engaged the community to develop a plan to guide future community funding efforts and ensure the surrounding neighborhoods of Vine City, English Avenue, and Castleberry Hill will benefit from the new stadium project. Resolution 13-R-1383 was adopted on December 2, 2013 by the Atlanta City Council. Recommendations of the Community Benefits Plan, included herein as Exhibit C, address the following areas: Job Training and Workforce Development Business Initiatives Education Youth Programs Health and Wellness Programs Catalytic Projects Assemblage and Land Banking Affordable Housing Creation and Preservation Environmental Mitigation Transportation Infrastructure and Improvements Zoning Safety and Code Enforcement Historic Preservation Green Space and Urban Agriculture OBJECTIVES Invest Atlanta seeks a qualified consultant ( Consultant ) to provide program management services to synthesize and coordinate the various neighborhood initiatives and strategically execute and implement the goals and objectives outlined in the Westside TAD Redevelopment Plan, the Westside TAD Neighborhoods Strategic Implementation Plan, and the Community Benefits Plan. Through this process, the Consultant will increase the quality of life, ameliorate crime and safety issues, and create new economic opportunities for the residents of English Avenue, Vine City, and Castleberry Hill. Responding Consultants should have demonstrated experience with the successful revitalization of lowincome communities. This not only includes experience with urban planning, but also experience with the successful implementation of community development and revitalization programs. The selected Consultant will need to develop a timeline for the execution of strategic initiatives, including the evaluation and funding of infrastructure projects and the acquisition and disposition of real estate. Finally, the selected

3 Consultant must be an effective communicator with demonstrated ability to successfully engage with the community on ongoing neighborhood revitalization projects. Potential tasks and services to be provided by the selected Consultant will be developed in partnership with Invest Atlanta and may include, but are not limited to, the following elements: 1) Community Improvement Fund (CIF) - The selected Consultant will work with Invest Atlanta to evaluate funding applications received for CIF funds. The Consultant will serve on the Selection Committee and work to ensure applications meet the needs and objectives outlined in the Westside TAD Redevelopment Plan, the Westside TAD Neighborhoods Strategic Implementation Plan, and the Community Benefits Plan. 2) Land Acquisition Strategy - The selected Consultant will work with Invest Atlanta and its designated acquisition/disposition agent to develop a timeline and acquisition strategy to stabilize vacant and dilapidated property along key corridors, as defined in the Westside TAD Neighborhoods Strategic Implementation Plan. The land acquisition strategy should be a phased approach with targeted priority areas defined in each phase. The acquisition strategy should be implemented with the goal of moving the Westside TAD Neighborhoods from stabilization to predevelopment to project execution. 3) Infrastructure Improvements - The Westside TAD Neighborhoods require a number of infrastructure improvements. While the City of Atlanta will continue to work toward funding these projects, the selected Consultant will identify key improvements that can be expedited through Westside TAD funding. These infrastructure projects should be more than repair and maintenance items, but rather serve as catalyst demonstration projects for the remainder of the neighborhood, increasing the quality of life in the community and laying the groundwork for new economic opportunities. 4) Land Use and Zoning The successful revitalization of the Westside TAD Neighborhoods will require substantial changes to current land and zoning regulations to execute the community vision identified in the Westside TAD Neighborhoods Strategic Implementation Plan. The selected Consultant will engage with City departments to facilitate recommended zoning and land use changes, as well as develop design guidelines where appropriate in support of predevelopment efforts. 5) Community Resource Center The selected Consultant will work with Invest Atlanta and the Arthur Blank Foundation to identify, acquire, and develop a permanent Community Resource Center that will serve as the new home for workforce training, as well as other related human capital building services, such as education, health and wellness, homeownership counseling, homelessness support, senior needs, and business creation and development. The selected Consultant, in coordination with the Blank Foundation, will recommend a comprehensive service program for the Center and assist in identifying the most effective local service providers to meet the needs of the community. 6) Agency Coordination Key to the selected Consultant s tasks will be agency coordination. This includes, but is not limited to, Invest Atlanta, the Arthur Blank Foundation, the City of Atlanta Departments of Public Works, Watershed, and Planning and Community Development, MARTA, and various neighborhood associations. The selected Consultant will effectively coordinate with these various entities to ensure funding initiatives function in a strategic and complementary manner. 7) Community Engagement Also critical to the selected Consultant s role will be to effectively serve as the central point of contact for the various neighborhood initiatives. The Consultant will act as

4 a community liaison, informing interested community members on various initiatives, fielding questions from the community, and presenting updates to local stakeholders. 8) Philanthropic Investment The selected Consultant will work with local corporations and national non-profit organizations to attract philanthropic support for programming and capital investments. This includes crafting the message of the Westside TAD Neighborhoods to the philanthropic community, grant writing, and establishing meaningful corporate and non-profit relationships. 9) Others Services TBD TERM OF CONTRACT Upon completion of the RFQ evaluation process, Invest Atlanta and the selected consultant will negotiate a detailed scope of work, comprehensive of all potential services. The initial term of the contract is anticipated to be a period of three years with a possible extension renewed annually depending on the Consultant s performance and the need for future services. This contract will be subject to future amendments by Invest Atlanta depending on the changing needs of services. Invest Atlanta anticipates the selected Consultant will begin work in June of 2014. RESPONSE COMPONENTS All qualifying Proposals must include the following components:. A. Cover Letter A signed letter stating the project understanding and summarizing team members and qualifications for project selection and execution. B. Team Description An organizational chart defining roles of team members. A firm description and bios describing training, education, relevant past experience for each team member. Familiarity with the City of Atlanta, and specifically the Westside TAD Neighborhoods is preferred. A list of any litigation the firm was involved in during the last five (5) years, including a description of any current, pending or threatened litigation. A disclosure statement listing all potential conflicts of interest related to this project. This disclosure statement must be addressed specifically in your response, even if no conflict exists. A current audited balance sheet and income statement. An overview of the firm s relationships with female business enterprises, minority business enterprises or small business enterprises. Please indicate if any proposing firm or joint venture partner is certified under any of these categories by the City. C. Project Qualifications - A detailed description of past experiences, references for similar work, planning/budget/schedule activities, public engagement experience, and talents applicable to respective service to be provided. Also, include any experience or work completed on behalf of the City, Invest Atlanta, Atlanta BeltLine, Inc., and BeltLine Partnership, etc. Provide the following information for three current or recently completed projects where the applicant has successfully managed the revitalization process of a specific community: o Project Name o Project Location o Project Scope and Description o Nature of Public/ Community Involvement o Project Methodology (specifically including work plan reviews) o Contract Amount o Contract Type (i.e., lump sum, guaranteed maximum price, etc.) o Actual or Expected Completed Date o Detailed description of the scope and results of such services

5 o Actual Duration o Project references and contact information Provide a list of economic development authorities, universities or other clients for which the Respondent served as consultant for services similar to those requested in the Scope of Work. D. Scope of Work A description of the Consultant s ability to manage and execute potential services, including firm s capabilities and anticipated approach to the project. Please describe the tools, methods, and frameworks that the Consultant plans to utilize to accomplish the identified goals. Include a staffing plan, estimated hours and resources that will be required from Invest Atlanta and/or the City. E. E-Verify and SAVE Affidavit (Exhibit D) EVALUATION CRITERIA Responses to this RFQ will be evaluated based on the following criteria (Total Maximum of 100 pts.): Project Understanding (10 pts.) Demonstrated understanding of project objectives, neighborhood context, and existing city and community initiatives. Team Qualifications (20 pts.) Demonstrated educational and technical background of Consultant Team. Knowledge of local and national best practices in community revitalization. Project Experience (40 pts.) Demonstrated direct experience with the successful implementation of community revitalization projects and coordination of multiple agency projects. Philanthropic Experience (10 pts.) - Demonstrated track record of successful relationships with philanthropic community, including evidence of successfully attracting charitable investment to catalytic community development projects. Proposed Scope of Work (20 pts.) Demonstrated ability to develop a strategic work plan and approach to community revitalization, agency coordination, and project timeline. RESPONSE DEADLINE Proposals must be submitted in hard copy (one original and three copies) and on CD in Portable Document Format (PDF) by no later than 5:00 p.m., April 21, 2014. Responses should include all identified components. Responses received after this time and date will not be considered. Please address responses to: Chris Leutzinger Real Estate Development Specialist, Redevelopment Invest Atlanta 133 Peachtree Street, Suite 2900 Atlanta, Georgia 30303 cleutzinger@investatlanta.com

6 INQUIRIES All inquiries regarding this RFQ must be received in writing via email. Questions should be submitted to: Chris Leutzinger Real Estate Development Specialist, Redevelopment Invest Atlanta 133 Peachtree Street, Suite 2900 Atlanta, Georgia 30303 cleutzinger@investatlanta.com All such written inquiries must be delivered by 5:00 p.m., March 24, 2014. All inquiries and Invest Atlanta s responses to those inquiries will be posted on Invest Atlanta s website. CONSUTLANT SELECTION TIMELINE Invest Atlanta will review responses in accordance with the evaluation criteria outlined above. Invest Atlanta reserves the right to request additional information from some or all applicants. The following is an approximate schedule, subject to modification: Monday, March 10 2014 Monday, March 24, 2014 Monday, March 31, 2014 Monday, April 21, 2014 M-F, May 12-16th, 2014 Thursday, May 29, 2014 Wednesday, June 11, 2014 Thursday, June 19, 2014 RFQ released RFQ inquiries due to Invest Atlanta Responses to inquiries posted on Invest Atlanta website RFQ Responses due to Invest Atlanta Interviews with shortlisted applicants Notification of selected applicant Westside TAD Neighborhood Advisory Board Presentation Invest Atlanta Board of Directors Approval TERMS AND CONDITIONS All responses and supporting materials as well as correspondence relating to this RFQ become property of Invest Atlanta when received. Any proprietary information contained in the Proposal should be so indicated. However, a general indication that the entire contents, or a major portion, of the Proposal is proprietary will not be honored. A. All applicable Federal and State of Georgia laws, City and Fulton County ordinances, licenses and regulations of all agencies having jurisdiction shall apply to the Respondents throughout and incorporated herein. B. Professionals requiring special licenses must be licensed in the State of Georgia, and shall be responsible for those portions of the work as may be required by law. C. No Proposal shall be accepted from, and no contract will be awarded to, any person, firm, or corporation that (i) is in arrears to Invest Atlanta or the City with respect to any debt, (ii) is in default with respect to any obligation to Invest Atlanta or the City, or (iii) is deemed irresponsible or unreliable by Invest Atlanta. If requested, the respondents shall be required to submit satisfactory evidence that they have the necessary financial resources to provide the proposed services. D. Proposers shall provide the information and affidavits required for compliance with the requirements of E-Verify and SAVE (See Exhibit B).

7 i. E-Verify. Consultant must comply with the Illegal Immigration Reform and Enforcement Act, O.C.G.A. 13-10-90, et seq. All services physically performed within the State of Georgia must be accompanied by proof of your registration with the E-Verify Program, as well as verification of your continuing and future participation in the E-Verify program established by the United States Department of Homeland Security. A completed E-Verify Contractor Affidavit must be submitted to Invest Atlanta. To the extent there are subcontractors working on this contract, you are responsible for obtaining a fully signed and notarized subcontractor affidavit from those firms with whom you have entered into sub-contracts. In turn, should there be second tier subcontractors on this project, you must require the subcontractors to obtain E-Verify Affidavits from those second tier subcontractors. ii. SAVE Affidavit. In addition to E-Verify, Invest Atlanta is required by the SAVE (Systematic Alien Verification for Entitlements) Program to verify the status of anyone who applies for a public benefit from Invest Atlanta. Benefits are defined by state statute, O.C.G.A. 50 36 1, by federal statute, 8 U.S.C. 1611 and 8 U.S.C. 1621, and by the Office of the Attorney General of Georgia. Contracts with Invest Atlanta are considered public benefits. Beginning on January 1, 2012, any person obtaining a public benefit must show a secure and verifiable document, and complete the attached SAVE Affidavit. Acceptable documents have been identified by the Office of the Attorney General. Those lists may be found at: http://law.ga.gov E. Professional Services Insurance Requirements Statutory Worker s Compensation Insurance Comprehensive General Liability Insurance (a) $2,000,000 limit of liability per occurrence for bodily injury and property damage Professional Liability Insurance Professional Liability Insurance Limit $1,000,000 per Occurrence / $2,000,000 per aggregate. Insurance company must be authorized to do business in the State of Georgia Dedicated Limits per Project site or Location (CG 25 03 or CG 25 04 or some other form) Additional insured shall be shown as: Invest Atlanta, and the City of Atlanta The cancellation provision should provide 30 days notice of cancellation. Insurance Company, except Worker s Compensation carrier, must have an A.M. Best Rating of A-6 or higher. Certain Worker s Comp funds may be acceptable by the approval of the Risk Management Division. European markets including those based in London and domestic surplus lines markets that operate on a non-admitted basis are exempt from this requirement provided that the contractor s broker/agent can provide financial data to establish that a market is equal to or exceeds the financial strengths associated with the A.M. Best s rating of A-6 or better. Insurance Company must be licensed to do business by the Georgia Department of Insurance. Certificates of Insurance, and any subsequent renewals, must reference specific bid/contract by project name and if applicable, project/bid number. The Consultant shall agree to provide complete certified copies of current insurance policies if requested to verify the compliance with these insurance requirements. All insurance coverage required to be provided by the Consultant will be primary over any insurance program carried by Invest Atlanta or the City. Consultant shall incorporate a copy of the insurance requirements as herein provided in each and every subcontract with each and every Subcontractor in any tier, and shall require each and every Subcontractor of any tier to comply with all such requirements. Consultant agrees that if for any reason Subcontractor fails to procure and maintain insurance as required, all such required insurance shall be procured and maintained by Consultant at Consultant s expense.

8 No Consultant or Subcontractor shall commence any work of any kind under this Contract until all insurance requirements contained in this Contract have been complied with and until evidence of such compliance satisfactory to Invest Atlanta as to form and content has been filed. The Accord Certificate of Insurance or a pre-approved substitute is the required form in all cases where reference is made to a Certificate of Insurance or an approved substitute. The Consultant shall agree to waive all rights of subrogation against Invest Atlanta, the City, their officers, officials, employees, and volunteers from losses arising from work performed by the Consultant for Invest Atlanta. The Consultant shall make available, through its records or records of their Insurer, information regarding a specific claim. Any loss run information available from the contractor or their insurer will be made available to Invest Atlanta upon their request.

B EXHIBIT A WESTSIDE TAD NEIGHBORHOODS/COMMUNITY IMPROVEMENT FUND ELIGIBLE AREA

B EXHIBIT B WESTSIDE TAD NEIGHBORHOODS STRATEGIC IMPLEMENTATION PLAN EXECUTIVE SUMMARY

WESTSIDE TAD NEIGHBORHOODS Strategic Implementation Plan For the Neighborhoods of Vine City and ENglish Avenue September 10, 2013

WESTSIDE TAD Neighborhoods STRATEGIC Implementation PLAN Atlanta s central business district is bordered on the West by the two historic single-family neighborhoods of Vine City and English Avenue. Ravaged by decades of depopulation, disinvestment, escalating crime and social-ills, residents living in both neighborhoods face significant socioeconomic challenges: More than 50% of the population lives below the poverty line. Over 80% of the children attending school receive free or reduced lunch. The average median household income is approximately $23,000. Only 17% of the housing units are owner occupied. Numerous past planning efforts have failed to impact measurably these communities. In order to address ongoing economic disparity and enhance the quality of life for these residents, Invest Atlanta engaged APD Urban Planning and Management and its subconsultants (the Team) to provide comprehensive, strategic and implementation planning services for these Tax Allocation District (TAD) communities (the Westside TAD Neighborhoods). Despite the identified challenges, the Westside TAD Neighborhoods have many significant assets which can be leveraged to encourage reinvestment. Ideally located, the neighborhoods are adjacent to two MARTA stations, the Atlanta University Center, Fortune 500 companies, a major convention center, professional sports venues, and Atlanta s Central Business District. There are also significant historic and cultural assets in these communities, which were home to notable civil rights and civic leaders, including Martin Luther King, Jr., Julian Bond, Maynard Jackson, and Alonzo Herndon. Shaped over an eight month period through a process designed to facilitate short-term catalytic redevelopment and guided by a neighborhood master planning framework, the Westside TAD Neighborhood Strategic Implementation Plan (the Plan) builds on years of planning and community involvement. Inherent in this Plan are recommendations that leverage the strengths of these communities by stabilizing existing conditions in a manner that reinforces residential quality of life, maintains affordability, and establishes a foundation for reinvestment. The primary goals of the Plan are to: 1) create a cohesive, sustainable vision for the Westside TAD Neighborhoods that will guide future redevelopment; and 2) build human capital and increase job creation as an economic development strategy. These goals will be accomplished by: Identifying specific recommendations for connections to downtown and surrounding areas Improving and increasing walkability within the project area Addressing watershed management issues while maximizing park and greenspace opportunities, Reducing crime within the project area Improving the quality and mix of housing stock Identifying three to five key short term development opportunities as priority projects Integrating job creation opportunities into redevelopment scenarios Promoting public/private partnership opportunities among developers and interest groups Identifying opportunities for development of a resource center in a central location that could provide access to the human services needed by residents. The implementation strategy is organized into three distinct phases: stabilization, pre-development and execution. EXECUTIVE SUMMARY

WESTSIDE TAD NEIGHBORHOODS STRATEGIC IMPLEMENTATION PLAN Stabilization Neighborhood stabilization is essential for improving the quality of life for existing residents and to attract future investment. The stabilization strategy includes a three-pronged approach that 1) addresses safety, 2) supports existing residents and businesses, and 3) enables property control through acquisition, land banking and property management. Four existing programs have been identified as key components to creating and maintaining safe communities: Code Enforcement, Atlanta Police Foundation Housing Incentive Program, Crime Prevention through Environmental Design (CPTED) and the In Rem Foreclosure Process. Code Enforcement offers the greatest visual impact through vacant lot maintenance and demolition of vacant and unsafe buildings. The Atlanta Police Foundation Housing Incentive Program acts as a deterrent to criminal activity by increasing police presence through incentivizing the residency of law enforcement officers. The MARTA Transit Oriented Development (TOD) Design Guidelines serve as an example of how CPTED has been previously implemented to support community safety. Lastly, the In Rem Foreclosure Process is a tool through which vacant and abandoned properties with specific liens can be foreclosed, transferred to the Land Bank Authority and then put back into productive use. Low Income Housing Tax Credits (LIHTC), which can be used to fund affordable housing development in the Westside TAD Neighborhoods, is another tool which supports property control. Land banking can be also used by a municipality to acquire and hold property in order to redevelop and return it to the tax base. In contrast, the community land trust is a land banking model administered and overseen by the community rather than the municipality. Programs geared toward keeping existing residents in their homes and that support property management include: homeowner and rental rehab assistance with emergency repairs, financial assistance to address code violations and minor home repair. Predevelopment The predevelopment process outlines steps that need to occur before a project is ready to be built. Administrative and programmatic infrastructure must be established to undertake an effort of this scale. A project management governance structure that includes an ongoing Project Management Team is recommended to manage the wide range of predevelopment activities. These activities include: 1) establishing zoning that aligns with the vision, 2) designing guidelines that protect the fabric of the community and 3) developing human capital. The Project Management Team will provide oversight of day-to-day operations, document and ensure that all processes adhere to the Plan, coordinate with existing programs and agencies and develop a marketing strategy to attract new businesses, investment and homeowners to the area. Because rezoning processes can add months to the pre-development stage of a project, zoning often detracts investors and serves as a barrier to development. Additionally, some zoning categories do not promote compatible redevelopment, as is the case for English Avenue. Rezoning recommendations provide for orderly and aesthetically pleasing development by establishing sufficient design and development standards and criteria for maximum public benefit. Design guidelines are tools that a community can use to ensure that new developments contribute to the community vision. The creation of a pattern book/design guidelines for new development will help encourage vibrant, safe and pedestrian-friendly communities while developing a sense of place and continuity, and also maintain the heritage of the area. These predevelopment strategies are important to ensure the protection of the historic fabric of the Westside TAD Neighborhoods and should be in place prior to development. The strategy for human capital development focuses on using demographic data, needs assessment, and neighborhood economic analysis to assess the social service needs within the community. The strategy identifies existing service providers as well as potential agencies that could provide additional services. EXECUTIVE SUMMARY

WESTSIDE TAD Neighborhoods STRATEGIC Implementation PLAN The establishment of the resource center will allow for all services to be co-located, accessible to both neighborhoods, and provide opportunities for current and future residents to benefit from redevelopment opportunities. Execution After the Westside TAD Neighborhoods have been stabilized and predevelopment activities have commenced, implementation of new projects can begin. Project Priority Areas have been identified utilizing a Decision Making Matrix. These areas meet predevelopment and market criteria needed for a project to be implemented within two to three years. The five identified Project Priority Areas include: Martin Luther King Jr. Drive, Joseph E. Boone Boulevard, Northside Drive Entertainment District, North Avenue & Northside Drive, James P. Brawley Drive. In order to achieve the vision of making Martin Luther King Jr. Drive the premier M.L. King Jr. Corridor in the nation, thoughtful streetscape revitalization is needed. This revitalization should build upon existing cultural assets, market research, retail strengths, and planned infrastructure projects to create a mixed-use town center with a strong sense of place. An inviting pedestrian realm can be created through incorporation of raised medians, pedestrian focused signals/ crosswalks, improved lighting, and appropriately scaled planting strips. For the desired effects to be achieved, these streetscape improvements should be made in conjunction with facade improvements for existing businesses. The program for Joseph E. Boone Boulevard encourages historical tourism by establishing a connection to the new National Center for Civil and Human Rights (NCCHR) from Joseph E. Boone Boulevard to Historic Sunset Avenue south to Martin Luther King Jr. Drive. These streets form the core of what could be a robust destination and activity node centered on the rich civil rights history of the Westside TAD Neighborhoods. A high-intensity, mixed-use entertainment district along Northside Drive would capitalize on the activity generated by the Georgia World Congress Center and Georgia Dome and leverage a proposed extension of Andrew Young International Boulevard to Northside Drive. Existing property assemblage makes this node viable. The priority project area at the junction of Northside Drive and North Avenue includes eight blocks of mixed use development, and a spur of the planned multi-use trail that will connect to the Atlanta BeltLine. Significant existing site control by Bethursday Development Corporation and Antioch Baptist Church makes this node viable. Residential redevelopment is proposed along the James P. Brawley Drive corridor. This project area serves to attract development to the heart of the Westside TAD Neighborhoods. James P. Brawley Drive is the only north-south through street connecting the two neighborhoods. Significant existing site control by the Atlanta Housing Authority within the Vine City neighborhood makes this node viable. The intersection of James P. Brawley Drive and Joseph E. Boone Boulevard also serves as a centrally located node. Another priority for redevelopment is the intersection located at Cameron Alexander Boulevard, where a significant amount of criminal activity currently occurs. Project Approach In order to better understand both the perspective of the community and other stakeholders who support the redevelopment of the Westside TAD Neighborhoods, meetings were held with residents, civic leaders, developers, businesses owners and other key constituents to solicit input. Market research was used to gauge how best to position a redevelopment strategy within the context of competitive development opportunities throughout metro Atlanta. The result of this process is a broad-based residential and economic strategic implementation plan that prioritizes human capital development as an integrated component of the overall redevelopment strategy. While the strategy of reinvestment focuses on physical transformation, the most critical aspect of this work involves assuring that EXECUTIVE SUMMARY

WESTSIDE TAD NEIGHBORHOODS STRATEGIC IMPLEMENTATION PLAN community members are engaged as key players in the transformation and share in the excitement and enthusiasm generated by future possibilities. The Plan is organized in five sections: The introduction identifies the primary focus area and the overall vision and goals. The community engagement section provides a detailed overview of the three public meetings that were conducted to confirm priority redevelopment initiatives that are foundational for the development of the Plan. This section of the Plan also captures input that was received during one-on-one meetings and small group interactions with residents. The inventory and analysis section captures important elements of the planning process such as existing conditions, establishes the overall framework for the Plan, and recommends criteria for making redevelopment and human capital investment decisions. Job creation and human capital development is a primary focus of every aspect of the overall implementation strategy. Within this section strategies are advanced and areas of focus are identified. A key recommendation is the establishment of the resource center to deliver social services, grow existing businesses, provide technical assistance, build human capacity and provide job training. The final section details the execution of the implementation strategy, including the previously discussed priority project areas. Also included in the section is an important strategy designed to develop a marketing and branding tool kit to market the Westside TAD Neighborhoods. The Marketing Toolbox, as outlined in this section, is designed to ultimately align broad community attitudes with the vision communicated by residents who are passionate about the neighborhoods history and culture, and the future. EXECUTIVE SUMMARY

C EXHIBIT C CITY OF ATLANTA RESOLUTION 13-R-1383 COMMUNITY BENEFITS PLAN

Community Benefits Plan Article I. PURPOSE Section 1.01 The purpose of this Community Benefits Plan is to present recommendations to the City of Atlanta, Invest Atlanta and The Arthur Blank Family Foundation that will maximize the benefits of the New Stadium Project (NSP) to the Westside TAD Neighborhoods of the City of Atlanta, Georgia. Pursuant to the New Stadium Project resolution passed by the Atlanta City Council, the Community Benefits Plan will provide community job training, affordable housing, environmental mitigations, special event enforcement programs, historic preservation, health and wellness programs and economic development. Article II. DEFINITIONS Section 2.01 Area Residents: Residents of Vine City, English Avenue, Castleberry Hill, Marietta Street Artery, Downtown Neighborhood Area and surrounding areas. Section 2.02 Community Benefits Plan (CBP): The instrument, mandated by the Atlanta City Council in the New Stadium Project Resolution (13-R-0615), through which the Community Benefits Plan Committee will make recommendations for the administration of the Westside TAD Community Improvement Fund and the NSP Neighborhood Prosperity Fund. The intent of the CBP as authorized by the Resolution is to develop a strategy to enable the development and operation of the NSP to have a positive impact on the economy, safety and environment of the surrounding neighborhoods. Section 2.03 Community Benefits Plan Committee (CBP Committee): A group of affected stakeholders tasked with developing the CBP. Pursuant to the New Stadium Project legislation (13-R-0615), the CBP includes the following: City of Atlanta Council members from Districts 2, 3, 4, and Post 1; the Mayor or his designee; the City Council President or his designee; a representative from Neighborhood Planning Units M and L; a representative from the Atlanta Downtown Neighborhood Association, Marietta Street Artery Neighborhood Association, Vine City, English Avenue and Castleberry Hill neighborhoods; a representative from the Westside TAD Neighborhood Advisory Committee; a representative of Invest Atlanta; and a representative of the City of Atlanta s Department of Planning & Community Development. A member of the English Avenue-Vine City Ministerial Alliance was also added. Final with Amendments 11/26/2013 1

Section 2.04 Westside Neighborhood Prosperity Fund: The Arthur M. Blank Family Foundation will voluntarily make charitable contributions of $15 million to catalytic projects that will ignite positive change and improvement in the quality of life in Vine City, English Avenue, Castleberry Hill and adjacent neighborhoods. These charitable contributions will be made solely at the discretion of the trustees of The Arthur M. Blank Family Foundation and will be guided by the Community Benefits Plan Framework approved by the City of Atlanta Council. Section 2.05 New Stadium Project (NSP): A new operable roof, state-of-the-art multi-purpose stadium for the Atlanta Falcons to be located in downtown Atlanta and constructed on land owned or controlled by the Georgia World Congress Center, a portion of the funding for which will come from certain hotel/motel taxes collected in the City of Atlanta as authorized by City Resolution 13-R-0615. Section 2.06 Westside Tax Allocation District: To encourage the redevelopment of the western downtown area of the City, the City Council, by City Resolution 98-R-0777 (amending Resolution 92-R-1575), created The Westside Redevelopment Area and Tax Allocation Bond District (Tax Allocation District Number 1 Atlanta/Westside), adopted the Westside TAD Redevelopment Plan, and designated Invest Atlanta as the City s Redevelopment Agency, all as provided for under Redevelopment Powers Law, O.C.G.A. 36-44-1, et seq., as amended. The WTAD is one of Atlanta s ten tax allocation districts. Section 2.07 Westside TAD Community Improvement Fund: A $15 million fund to be provided by Invest Atlanta to invest in capital projects of varying sizes that remove blighted conditions, expand redevelopment efforts, leverage other public and private funding sources and result in job creation and quality of life enhancement for residents of Vine City, English Avenue and Castleberry Hill. Article III. COMMUNITY BENEFITS PLAN RECOMMENDATIONS The following categories are examples of recommendations that have been made by the CBP Committee after completing an information-driven (see Exhibits) and deliberative process as required by the NSP legislation. The CBP Committee members received input from their respective neighborhoods and worked collaboratively to create a unified vision. Final with Amendments 11/26/2013 2

Section 3.01 Community Center 1 - Job Training and Workforce Development Programs The development of the NSP is intended to bring jobs and other opportunities for career growth to the impacted neighborhoods. In order to prepare Area Residents for new opportunities, it is important that they be afforded the training and professional development programs necessary to qualify them for the jobs and careers arising from the NSP. The stakeholders have recommended the following general project concepts to further this CBP objective: (a) Place-Based Training (b) Soft Skills Development (c) Youth Jobs Program Section 3.02 Community Center 1 - Business Initiatives In the interest of empowering Area Residents to create and pursue their own business initiatives and entrepreneurship, a serious effort should be made to provide them with the resources and assistance necessary to support their business or creative ventures. The stakeholders have recommended the following general project concepts to further this CBP objective: (a) Technical Assistance/Capacity Building (b) Business Center (with computer lab, internet, faxing, etc.) (c) Small Business Development (d) Micro Loan Program (e) Historically Underutilized Business Zones (HUBZone) (f) Arts Incubator (g) Business Incubator Section 3.03 Community Center 1 - Education Investments in the education of Area Residents are a priority of the NSP development. A comprehensive and sustainable community enrichment initiative should include a robust educational component that educates Area Residents at a variety of levels and ages. The stakeholders have recommended the following general project concepts to further this CBP objective: (a) Comprehensive Education Programs (b) GED Program (c) Education Fund (d) Technical School (e) Internship/Apprenticeship and Jobs Training Programs 1 A Community Needs Assessment will be conducted prior to the establishment of a Community Resource Center. Demographic data and economic analysis will be utilized in order to define the specific needs within the community. Existing service providers within the community and outside agencies would then be identified to provide said services within a central Community Resource Center. Final with Amendments 11/26/2013 3

(f) Ex-Offender Re-entry Program Section 3.04 Community Center 1 - Youth Programs Providing young Area Residents with opportunities to be productive and supporting their parents in creating a healthy and stable environment is essential to fostering a thriving community. Area Residents quality of life, education and safety are directly tied to the amount of resources invested in their youth. The stakeholders have recommended the following general project concepts to further this CBP objective: (a) Early Childcare (b) After School Programs (c) Recreation Center/Youth Center (d) Youth Nutrition Program Section 3.05 Community Center 1 - Health and Wellness Programs The physical, mental and behavioral health of Area Residents is central to the Area Residents quality of life. Resources should be available for treatment and preventative measures in regard to health and wellness issues. The stakeholders have recommended the following general project concepts to further this CBP objective: (a) Mental/Behavioral Health Program (b) Health Clinic (c) Comprehensive Drug/Alcohol Treatment Program (d) Food Pantry (e) Birthing Center Section 3.06 Catalytic Projects It is important that the NSP leverage available resources to incentivize private investment in these underdeveloped areas. The development of the NSP should attract new industries and commercial activity. Economic development is key to maintaining the impact of all the CBP categories. The stakeholders have recommended the following general project concepts to further this CBP objective: (a) Development of Commercial Districts (b) Development that Activates Area Adjacent to NSP (c) Improved Transportation Connectivity (d) High Density Mixed-Use Along Northside Drive (e) Promotion of Hospitality Industry (f) Interior Commercial Node Development (g) Retail Development (h) Transit Oriented Developments at Ashby and Vine City MARTA Stations (i) Community/Cultural Festivals (j) Grocery Store Final with Amendments 11/26/2013 4

Section 3.07 Assemblage and Land Banking The property in the area is one of its greatest assets. Comprehensive revitalization demands that the land be acquired, held, managed and developed in a coordinated manner. There should be a concerted effort by public and private entities to account for and develop the area s land strategically. The stakeholders have recommended the following general project concepts to further this CBP objective: (a) Repurpose Land (b) Public/Private Partnerships (c) Land Banking (d) Creation of a Community Land Trust Section 3.08 Affordable Housing Creation and Preservation The development of the NSP should address the potential impacts of gentrification. Rehabilitation of existing stock and the creation of more affordable housing will ensure that current Area Residents are given an opportunity to remain in the community. The stakeholders have recommended the following general project concepts to further this CBP objective: (a) Renovations for Seniors and Low Income Homeowners (b) Vacant Housing Strategy (c) Workforce and Senior Housing (d) Single-Family Mixed-Income Homeownership Opportunities (e) Housing Enterprise Zone (f) Green Renovations (g) Non-Displacement Strategy (h) Cooperative Housing (i) Current Homeowner Tax Abatement Strategy Section 3.09 Environmental Mitigation The area has long suffered from environmental challenges. The development of the NSP should improve the environmental stability of the area to provide Area Residents with a higher environmental quality of life. Current areas of concerns, such as stormwater runoff, should be addressed and measures should be taken to prevent future environmental issues. The stakeholders have recommended the following general project concepts to further this CBP objective: (a) Stormwater and Water Resource Management (b) Construction Mitigation Strategy (c) Brownfield Assessment and Remediation (d) Water Reuse Final with Amendments 11/26/2013 5

(e) (f) (g) Environmental Protection Division Study Environmental Education - Urban Ecology Eco-District Section 3.10 Transportation Infrastructure and Improvements The area s transportation and infrastructure challenges should not be compounded by the advent of the NSP. Through strategic planning, development of the NSP should improve the condition, efficiency and connectivity of the area s transportation and infrastructure. The stakeholders have recommended the following general project concepts to further this CBP objective: (a) Sidewalks (b) Streetscape Improvements (c) Lighting (d) Safe Routes (e) Traffic Management (f) Crosswalks (g) Re-establish Street Grid Vehicular and Pedestrian Connectivity (h) Gateway Monument Entrances (i) Bike Connectivity (j) ADA Compliant Accessibility (k) 2-Way Street Conversion (l) Bike Share Program (m) Promenades (n) Traffic Calming Measures (o) Angled Parking Section 3.11 Zoning An evaluation of the current zoning and permitted uses in the area should be conducted to ensure that each is in line with the neighborhoods needs and is supportive of the revitalization initiative. The stakeholders have recommended the following general project concepts to further this CBP objective: (a) Evaluate Current Zoning and Permitted Uses (b) Assess Impact of Rezoning (c) Respect Landmark Zoning Section 3.12 Safety and Code Enforcement Area Residents are familiar with the safety and code enforcement issues related to living in close proximity to a large event center. The development of the NSP should address these issues in a manner that encourages City of Atlanta Departments and the Final with Amendments 11/26/2013 6

communities to work together collaboratively. The stakeholders have recommended the following safety and code enforcement measures to further this CBP objective: (a) Increased Police Presence (b) Special Event Parking (c) Resident Permit Parking (d) Code Enforcement 7 Days a Week (e) Sanitation (f) Neighborhood Ambassador Program (g) Tailgating Controls (h) Hours of Operation (i) Security Cameras (j) Neighborhood Watch (k) Signage (l) Officer Courtesy (m) Noise Ordinance Enforcement Section 3.13 Historic Preservation The area s rich cultural history provides it with a unique identity and attractiveness. A collateral benefit of the development of the NSP should be to promote and preserve that history. The stakeholders have recommended the following general project concepts to further this CBP objective: (a) Identify Landmarks and Explore National Registry Listing (b) Promote Heritage Tourism (c) Preserve Landmarks and Historic Sites Section 3.14 Green Space and Urban Agriculture The area neighborhoods suffer from a lack of parks, green space and urban agriculture, which negatively affects Area Residents quality of life. A collateral benefit of NSP should be to assist in developing outdoor options that will encourage Area Residents to enjoy and interact with nature. The stakeholders have recommended the following general project concepts to further this CBP objective: (a) Walking Trails (b) Linear Parks (c) Dilapidated Property Conversion (d) Farmer s Market (e) Urban Farming/Community Gardens Including Youth Development Program (f) Pocket Parks (g) Green Streets (h) Food Truck Market Final with Amendments 11/26/2013 7

Article IV. TECHNICAL ASSISTANCE Section 4.01 For those who are interested in receiving assistance with completing the application for funding from the Westside TAD Community Improvement Fund and presenting their proposal to Invest Atlanta, Invest Atlanta will offer the services of an experienced business consultant. This consultant will be available to provide prospective applicants the consulting and technical assistance associated with scoping a project and completing the application as needed. Applicants will be required to contribute an engagement fee of $100. Invest Atlanta will cover the cost of these services at up to $50 an hour for a maximum of 40 hours per client. Article V. REPORTING Section 5.01 Invest Atlanta or its designee will monitor and report quarterly on the status of funding and CBP project initiatives to the City of Atlanta Community Development/Human Resources Committee. Section 5.02 Invest Atlanta or its designee will meet with the CBP Committee quarterly for programmatic updates on the implementation of the CBP and post regular updates of all CBP project activities to the Invest Atlanta website. Section 5.03 The City of Atlanta will identify a program manager to perform the following duties: (a) Act as a liaison between the City of Atlanta, CBP Committee, Invest Atlanta and the NSP construction team (b) Convene meetings with the CBP Committee, during preconstruction and construction of the NSP, regarding construction plans, progress and quality of life issues at least every forty-five (45) days (c) Oversee continued monitoring of activities, planning of events and ongoing quality of life issues with CBP Committee post-construction of the NSP (d) Report quarterly to the CBP Committee on the following measures of success: (i) Public Improvements Projects Initiated (ii) Funds Expended (iii) Quality of Life enhancements Section 5.04 Invest Atlanta will hold multiple application cycles for funding through the Westside TAD Community Improvement Fund beginning in January 2014. It Final with Amendments 11/26/2013 8

is anticipated that all funds will be allocated within thirty-six (36) months. Success will be measured by: (a) Funds Allocated (b) Funds Expended (c) Level of Project Completeness (d) Jobs Created (e) Benefits to the Community (f) Quality of Life Improvements Final with Amendments 11/26/2013 9

Exhibits Exhibit A: New Stadium Project Legislation (13-R-0615) Exhibit B: Memorandum of Understanding between Invest Atlanta and the Arthur M. Blank Family Foundation Exhibit C: Community Benefits Plan Committee List Exhibit D: Community Benefits Meeting Presentation (August 21, 2013) Exhibit E: Exhibit F: Exhibit G: Exhibit H: Exhibit I: Exhibit J: Exhibit K: Westside TAD Community Improvement Fund Fact Sheet Westside Neighborhood Prosperity Fund Fact Sheet Westside TAD Neighborhoods Strategic Implementation Plan Summary for Vine City and English Avenue Collective Communities Presentation: Vine City, English Avenue and Castleberry Hill Castleberry Hill Neighborhood Presentation Community Benefits Plan Project Concepts and Examples Scope of Work Prioritization Survey (Survey Monkey) Final with Amendments 11/26/2013 10

D- 1 EXHIBIT D CONTRACTOR AFFIDAVIT UNDER O.C.G.A 13-10-91(b)(1) By executing this affidavit, the undersigned Contractor verifies its compliance with O.C.G.A. 13-10-91, et seq. (the Act ) and Chapter 300-10-1 of the Rules of Georgia Department of Labor (the Rules ), stating affirmatively that the individual, firm, or corporation which is engaged in the physical performance of services on behalf of Invest Atlanta: (1) has registered with; (2) is authorized to use; (3) is using; and (4) will continue to use throughout the contract period a federal work authorization program commonly known as E-Verify, or any subsequent replacement program, in accordance with the applicability provisions and deadlines established in the Act and the Rules. The undersigned contractor further agrees that, should it employ or contract with any subcontractor(s) in connection with the physical performance of services pursuant to the contract with Invest Atlanta of which this affidavit is a part, the undersigned contractor will secure from such subcontractor(s) similar verification of compliance with the Act and the Rules through the subcontractor s execution of the subcontractor affidavit provided below. The undersigned contractor further agrees to provide a copy of each such affidavit to Invest Atlanta at the time the subcontractor(s) is retained to perform such services and to maintain copies of all such affidavits for no less than five (5) years from the date provided to Invest Atlanta and otherwise maintain records of compliance with the Act and the Rules as required. Contractor hereby attests that its federal work authorization user identification number and date of authorization are as follows: Employment Eligibility Verification (E-Verify) User Identification Number Date of Authorization I hereby declare under penalty of perjury that the foregoing is true and correct. BY: Authorized Officer or Agent Date Subcontractor Name Title of Authorized Officer or Agent of Subcontractor Printed Name of Authorized Officer or Agent

D- 2 Sworn to and subscribed before me This day of, 201 Notary Public My commission expires:

D- 3 SUBCONTRACTOR AFFIDAVIT UNDER O.C.G.A 13-10-91(b)(3) By executing this affidavit, the undersigned subcontractor verifies its compliance with O.C.G.A. 13-10-91 (the Act ) and Chapter 300-10-1 of the Rules of Georgia Department of Labor (the Rules ), stating affirmatively that the individual, firm, or corporation which is engaged in the physical performance of services under a contract with (name of contractor) on behalf of Invest Atlanta: (1) has registered with; (2) is authorized to use; (3) is using; and (4) will continue to use throughout the contract period a federal work authorization program known as E-Verify, or any subsequent replacement program, in accordance with the applicability provisions and deadlines established in the Act and the Rules. The undersigned subcontractor further agrees that it will contract for the physical performance of services in satisfaction of the Contract only with sub-subcontractors who present an E-Verify Affidavit to the undersigned subcontractor with the information required by the Act and the Rules. The undersigned subcontractor will forward notice of the receipt of an E-Verify Affidavit from a sub-subcontractor to the Contractor within five (5) business days of receipt. If the undersigned subcontractor receives notice that a sub-subcontractor has received an a E-Verify Affidavit from any other contracted sub-subcontractor, the undersigned subcontractor must forward, within five (5) business days of receipt, a copy of the notice to the Contractor. Subcontractor hereby attests that its federal work authorization user identification number and date of authorization are as follows: Employment Eligibility Verification (E-Verify) User Identification Number Date of Authorization I hereby declare under penalty of perjury that the foregoing is true and correct. BY: Authorized Officer or Agent Date Subcontractor Name Title of Authorized Officer or Agent of Subcontractor Printed Name of Authorized Officer or Agent Sworn to and subscribed before me This day of, 201

D- 4 Notary Public My commission expires:

D- 5 SAVE AFFIDAVIT IN ACCORDANCE WITH O.C.G.A 50-36-1(e)(2) INVEST ATLANTA AFFIDAVIT VERIFYING STATUS FOR RECEIPT OF PUBLIC BENEFIT By executing this affidavit under oath, as an applicant for a contract with Invest Atlanta, or other public benefit as provided by O.C.G.A. 50-36-1, and determined by the Attorney General of Georgia in accordance therewith, I state the following with respect to my application for a public benefit from Invest Atlanta: For:. [Name of natural person applying on behalf of individual, business, corporation, partnership, or other private entity] 1) I am a United States Citizen OR 2) I am a legal permanent resident 18 years of age or older or OR 3) I am an otherwise qualified alien or non-immigrant under the Federal Immigration and Nationality Act 18 years of age or older and lawfully present in the United States. All non-citizens must provide their Alien Registration Number below. Alien Registration number for non-citizens The undersigned applicant also hereby verifies that he or she has provided at least one secure and verifiable document as required by O.C.G.A. 50-36-1(e)(1) with this Affidavit. The secure and verifiable document provided with this affidavit is: In making the above representation under oath, I understand that any person who knowingly and willfully makes a false, fictitious, or fraudulent statement or representation in an affidavit shall be guilty of a violation of O.C.G.A. 16-10-20, and face criminal penalties as allowed by such criminal statute Signature of Applicant Date: Printed Name: Sworn to and subscribed before me This day of, 201

D- 6 Notary Public My commission expires: