WRSinc
REALESTATE THVESTITENTS
Kevin Rogers
WS, Inc.
{550 Long Point Road
‘Mt. Pleasant, SC 29464
duly 11, 2014
David Todd Jr
First Vice President
CBRE | Brokerage Services
3280 Peachtree Road NE, Suite 1400
‘Atlanta, GA 30305
Re: Proposed terms for the purchase of Underground Atlanta
Approximately 10 +/- acres.
Dear David:
‘The purpose of this proposal is to set forth some ofthe basic business terms
under which we would be interested in entering into a Purchase & S:
‘Agreement forthe property generally known as "Underground Atlanta’ If you
\would, please share this proposal with your cent, the Downtown Development
‘Authority (DDA) for the City of Atlanta. This proposal is not binding upon elther
party and is merely intended to spell out the general terme for inclusion into a
draft Purchase & Sale Agreement to be reviewed by all parties. Untl such point
{8 @ Purchase & Sale Agreement is fully executed, there Is no agreement.
WRS, inc. ((WRS") would like to purchase and redevelop the property commonly
‘eferred to as Underground Attanta (‘Underground’). We see a remendous
potential. Our redevelopment plans and an accompanying narrative have been
separately submitted to you as ofthe same daie. In this document, we will
‘utine conceptually the terms under which we propose to purchase
Underground.
‘Through independent investigation and a review of the information provided by
your office, the underlying real estate known as Underground seems to
‘encumbered by a patchwork of existing leases, varying air ights and other
‘encumbering interests from entties such as the City, DA, MARTA, CSX, State
f Georgia, Fulton County, etc. The existing leases and the patchwork of
interests makes the full re-development potentially challenging, however we think
those matters can be addressed with non-financial assistance from your cont
and diligent efforts on our part, paving the way for our purchase and
redevelopment of Underground,
Tel: (843) 654-7888 « Fax: (643) 654-7889
550 Long Point Road » Mount Pleasant, SC 29464
worw wrsralty.comWRSinc
REAL ESTATE INVESTMENTS
‘Additionally, we imagine thal our inspection ofthe Property and lis contiguous
infrastructure will be wide ranging and time consuming, To our knowledge, there
{are no existing available physical, structural or environmental studies determining
the condition of
the Property. These will be necessary to complete in ordar to determine the
expense andior viabilty related to any salvage, demolition and future vertical
‘construction as envisioned by the redevelopment plan.
Please consider the following:
Purchaser: WALA Enterprises, Inc. (@ WRS Inc. owned entity)
Seller: Downtown Development Authority forthe City of Allanta
Description of the Property:
41. Tax 1D #'s 1400700140028, 1400700150028,
+14007700130020, 1400700140045, 1400700030972,
1140070040866.
See attached Exhibit “A”
‘Owned by DDA. Any existing leases andlor air right
agreements within these parcels on State of GA
properties are to be extended, fora term of not loss than.
1100 years, and assigned to Purchaser at Closing,
2. Tax ID #s 1400770004060,
See attached Exhibit "B"
(Owned by State of GA or a dhision thereof. A new lease
andlor air ight agreement on this parcel to be created,
fora torm of not less than 100 yoars, and assigned to
Purchaser at Closing.
3. Alrrights, assignable to Purchaser, for development over
‘existing MARTA & CSX Rall ne located between
Peachtree St. SW & Central Ave SW.
‘4. Any other rights or interests that would allow forthe full
redevelopment ofthe area outined in yellow as depicted
on Extibit’C’,
Purchase Price: $20,500,000
Materials: Within 15 days of execution of purchase & sale
‘agreement, to the extent Soller has in its
possession, Soller wil provide Purchaser with
‘Tel (849) 654-7888 - Fax: (843) 654-7889
‘550 Long Point Road « Mount Pleasant, SC 29464
‘worw.wrsreaty.comTitle & Survey:
Brokerage Fees/Commissions:
‘Seller Obligations:
‘existing service a
most — recent tile
environmental reports, any advertising
‘contracts, site plans, plats, construction plans,
development orders, permitting documents,
PUD approvals, DEP and Army Corp permits,
existing leases, easements, declaration
‘covenants and restrictions, homeowner's
‘ssociation documents, building permits, and
‘any other documents reiated to the Property.
Soller wil provide existing overall survey and a
tile commitment o verify the size ofthe land
‘and the condition of tile, within 15 days after
‘execution of purchase agreement,
‘contacts with any brokers or agents,
1. Seller to secure extensions, assignable to Purchaser for a
Period of not less than 100 years, to existing leases andlor
ar ight agreements with MARTA, CSX, the Stale of GA
(Including the current 2 level parking lot located between
Central, Wall end Pryor Streets) and any other parties from
whom such rights would be necessary forthe full
‘development ofthe area outlined in yellow on Exhibit °C".
Tel: (843) 654-7888 - Fax: (843) 654-7889
$50 Long Point Road Mount Pleasant SC 29464
‘worwsrealty.com
Copies of all surveys, current rent rolls, copies
Of existing leases, schedule of security
deposits, rent delinquency report (if any),
ments. and_ warranties,
Seller shall be responsible for the payment
of the brokerage fee or commission, payable
nly upon Closing, to CBRE, attention David
Todd, according 10 the terms of @ separ
‘agreement between Seller and CBRE. Seller
agrees that it shall instruct its CBRE to share
the commission with WRS, Inc, acting as the
Purchasers real estate broker. Both parties
represent that no other broker is involved
inthis transaction and each party indemifies,
the other against brokerage or commission
claims arising out of the Indemnifying partysMENTS
‘Seller 10 secure estoppel agreements from any and all
‘existing tenants, leaseholders or others with an interest In
the Property.
3. Seller to secure rights or assurances, transferable to
Purchaser, to close, renovate andlor remove any or all of
Upper Alabama Street within the boundaries of the.
Property.
4, Seller and City providing writen assurances to Purchaser
‘agreeing to cooperate with Purchasers permitting and
entitlements efforts.
5. Seller and City to confirm thatthe Property is eligible for
Participation in the Eastside TAD program and
‘agreement to support Purchasers efforts to so qualify for
the TAD assistance,
6. Seller 1 deliver full and complete copies of any and all
‘existing leases, contacts, encumbrances, including rent
rolls and current up to date new Tile Commitment and
ALTA survey.
7. Seller to provide detaled records for the past § years
relating to the operational costs and other financal
records of the Property including the two parking
structures.
8, The parking garage facilty located at the comer of
Contral & MLK appears to have a divided ownership
interest, with both the City and Fulton County owning