Transit-oriented and other government projects are inherently highly regulated and intrinsically complex. Those navigating a mixed-use, transit-oriented development must understand the broad range of legal issues in planning and developing multi-dimensional urban projects.

For such projects, Powell Goldstein typically becomes involved shortly after selection of the preferred developer and participates from term-sheet negotiation through closing of the final transaction. That's why municipal transit  and other governmental entities go to PoGo for transit-oriented and other government and public-private projects involving real estate-related components.

We bring unique value, given our long-term involvement in the Metropolitan Atlanta Rapid Transit Authority's transit oriented development program and similar ventures. Within programs like MARTA's, we have focused on executing key elements of development, including ground leases, air-rights, performance and payment guaranties, leases, private debt financings, development agreements, restrictive covenants, guaranties, insurance and indemnification requirements, easement and parking agreements, public finance, lines of credit and escrow arrangements.

A few examples of specific engagements involving major real estate projects on behalf of MARTA have included the following:

• Lindbergh City Center is a 50-acre mixed-use project located in the Buckhead section of Atlanta and built around, and integrated with, an open-air heavy rail station and very active bus intermodal facilities. The fully developed project will consist of almost 5 million square feet of space, including speculative office, corporate user office (AT&T), retail and restaurant, hotel, rental residential, and for-sale residential. Each component is on a separate ground lease, except the residential condominiums, which are situated on fee simple parcels due to financing considerations. The ground leases and fee simple sales involve complex participating rents and equity participations based on various measures of economic performance of the different project components, including proceeds of capital events. In addition to creating unsubordinated ground leases and purchase and sale contracts, we have served as lead counsel for the drafting and negotiation of numerous documents providing for conditions and real covenants, land use restrictions, common area maintenance assessments and allocations, security, shared parking (with related allocations of revenues and expenses), utility easements, reciprocal easements (including vertical support and access easements for air rights development), lease and completion guaranties, and estoppels. This project also has detailed land use restrictions that grew out of rezoning negotiations with the nearby neighborhoods. Throughout the construction of the project, continuous and safe operation of MARTA's facilities served as an essential guideline for all negotiations and agreements.

• Abernathy 400 is a 15-acre project located in the Perimeter area of Atlanta with plans for over 1.2 million square feet of office, hotel and residential condominium space. The legal structure is a master ground lease that can be partitioned into multiple components for sale or lease in connection with different uses. An anticipated partial condemnation for state road expansion is also contemplated under the terms of this transaction.

• Medical Center Station involves a three-phase medical office building development with over 750,000 square feet of office space allowed under a ground lease structure, plus new parking facilities and a potential site for multifamily residential development. This project required relocation of the MARTA electrical system and a complex reciprocal easement arrangement to accommodate future access requirements of all interested parties, including a major acute-care hospital campus, separately owned medical office buildings, the transit station, and the new medical office TOD. The transaction was initially structured as a master ground lease, which was partitioned into three separate ground leases in connection with the sale of the first phase of the TOD and MARTA's realization of additional participating rent attributable to the proceeds of this capital event. Shared-parking and completion guaranty agreements are also key aspects of this project.

• Lenox Station involves a building complex in the Buckhead market involving two commercial office towers and associated parking facilities constructed above and adjacent to a transit station pursuant to air rights and development agreements. This transaction also involved air rights leases and easement agreements.

• Avondale Station has been planned as a multi-phase residential-retail project that includes both for-sale and for-rent affordable and market-rate multifamily residential products, as well as retail and shared parking facilities. A particular challenge here was the relocation and replacement of significant MARTA facilities, including parking and a bus intermodal. This intergovernmental project with a local housing authority involves tax-exempt bond financing, low income housing tax credit equity financing, and federal grant funding, together with a ground lease for the apartment and retail components, sale of the residential condominium site in exchange for non-cash consideration in the form of construction of enhanced parking and intermodal facilities, a parking easement agreement, and land use restrictions ensuring residential condominium development on the applicable site after conveyance thereof.

• AT&T/BellSouth Satellite Parking Decks. As part of a major relocation of its facilities in metropolitan Atlanta, AT&T approached MARTA about building dedicated parking and remote-office facilities for the telecommunication company's employees and business visitors at four terminal stations in the MARTA rail system. MARTA structured a competitive RFP process to comply with procurement and disposition regulations, resulting in four satellite parking ground lease transactions with AT&T/BellSouth.

Other Governmental Projects

Powell Goldstein has also been engaged on behalf of other governmental entities for a variety of real estate-related transactions, including the following:

• City Hall East. Powell Goldstein has served as special counsel for the City of Atlanta in the sale and mixed-use redevelopment of the former Sears building and related parking lots in midtown Atlanta, a 22.79-acre site occupied by the City's public safety departments for over a decade.  The firm's real estate team worked with the City in negotiating and drafting complex purchase and sale agreements as well as the development agreement intended to govern the terms of developing this historic building and adjacent property with affordable and market-rate multifamily housing (both rental and for sale), retail, and office facilities, together with associated parking, greenspace, and amenities. This transaction also involves completion guaranties as well as performance and payment guaranties from the prime developer and its subdevelopers.

• State of Georgia Data Center. We represented the Georgia Technology Authority (GTA) in negotiating and drafting a complex lease for the State's new data center. This lease required the structuring of extensive self-help and other special remedies for GTA due to the necessity of maintaining continuous "24/7" operations at the data center.

• Atlanta Public Schools Headquarters. Powell Goldstein served as counsel to the Atlanta Public Schools (APS) for the design-build contract relating to development of a new central administration and headquarters building for APS in downtown Atlanta. This guaranteed maximum price contract involved a wide array of design and construction issues, including force majeure provisions and time extensions, insurance and indemnification, change orders, owner and developer remedies, payment terms, post-construction retail leasing, contingency budget, development fee adjustments, bonding, and contractor cost overruns and incentives.

• Georgia Dome. We represented the Georgia World Congress Center Authority (GWCCA) in negotiating, structuring and documenting the terms between GWCCA, as operator of the Georgia Dome, and the National Football League for continued use of the Georgia Dome (the indoor stadium that serves as home of the Atlanta Falcons professional football team) in the event of financial failure of the Falcons organization. This transaction required legal analysis of the pre-existing tax-exempt bond financing of the Georgia Dome and compliance with the extensive bond documents.

• Atlanta Housing Authority. Powell Goldstein has represented the Atlanta Housing Authority (AHA) in a variety of housing development, delinquent mortgage loan, environmental, and eminent domain matters. AHA has previously selected the Firm as legal counsel for real estate, tax, and environmental representation through a competitive process.