MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF THE

PHILADELPHIA AUTHORITY FOR INDUSTRIAL DEVELOPMENT

JANUARY 14, 2014

Thomas A.K. Queenan, Chairman, presided at the Meeting of the Members of the Board of Directors of the Philadelphia Authority for Industrial Development on Tuesday, January 14, 2014, at 5:00 p.m. in PIDC’s Board Room, 26th floor, Centre Square West, 1500 Market Street, Philadelphia, PA.

Members attending:

Leslie Anne Miller, Esq.

Evelyn Smalls

David L. Hyman, Esq.

Harold Yaffe, DDS

Attending from the PIDC staff:

John GradyPresident, PIDC

Anthony SimonettaSenior Vice President, Operations, PIDC

Ilene Burak, Esq.Senior Vice President/GeneralCounsel

Mary CorcoranAssistant Secretary, PIDC

Upon motion made by Ms. Millerand seconded by Ms. Smalls, the Minutes of the Meeting of the PAID Board held onDecember 3, 2013 were approved.

Mr. Queenanrequested approval of the following Resolutions:

  1. A Resolution authorizing the Philadelphia Authority for Industrial Development to contract with Parsons Brinckerhoff for transportation planning services. The contract amount will be $56,361 and the term of the contract will be through May 2014. The appropriate officers of PAID are hereby authorized and empowered to execute all necessary documents and agreements in advance, and to do such other acts necessary to contract for the procurement advisory services for The Navy Yard upon such terms and conditions as they deem to be in the best interests of the Authority.

Upon motion made by Dr. Yaffe and seconded by Mr. Hyman, the Members unanimously approved the above Resolution.

  1. A Resolution authorizing the Philadelphia Authority for Industrial Development (PAID) to contract for consulting services with SourceOne, Inc. (a subsidiary of the Veolia Company) to advise in the management and procurement of the electricity supply for The Navy Yard. The contract term will commence effective as of January 1, 2014 extending for three (3) years for a total of contract amount of $102,162. The source of funds for this work is revenues generated through the electric distribution operations. The appropriate officers of PAID are hereby authorized and empowered to execute all necessary documents and agreements in advance, and to do such other acts necessary to contract for the procurement advisory services for The Navy Yard upon such terms and conditions as they deem to be in the best interests of the Authority.

Upon motion made by Ms. Smalls and seconded by Dr. Yaffe, the Members unanimously approved the above Resolution.

  1. A Resolution authorizing the Philadelphia Authority for Industrial Development (PAID) to amend its current contract with Krapf Coaches, Inc., which provides transportation services to and around the Navy Yard. The contract amount will be increased by $450,954 to a new total of $2,709,000. The term of the contract is unchanged. The appropriate officers of PAID are hereby authorized and empowered to execute all necessary documents and agreements in advance, and to do such other acts necessary to contract for the procurement advisory services for The Navy Yard upon such terms and conditions as they deem to be in the best interests of the Authority.

Upon motion made by Ms. Smalls and seconded by Ms. Miller, the Members unanimously approved the above Resolution.

  1. A Resolution authorizing the Philadelphia Authority for Industrial Development (PAID) to submit an application to the U.S. Environmental Protection Agency (USEPA) for $400,000 under the Brownfields Assessment, Remediation and Cleanup (“ARC”) Program to support environmental assessments and remediation planning for brownfields in the City of Philadelphia. The appropriate officers of PAID are hereby authorized and empowered to execute all necessary documents and agreements, and do such other acts necessary upon such terms and conditions as they deem to be in the best interests of PAID.

Upon motion made by Ms. Miller and seconded by Ms. Smalls, the Members unanimously approved the above Resolution.

  1. A Resolution authorizing the Philadelphia Authority for Industrial Development (PAID) to participate in a Tax Increment Financing (TIF) loan in the amount of $33,000,000, in accordance with the terms of the Headquarter Hotel Tax Increment Financing District as approved by the City and School District of Philadelphia, on behalf of Brooks Capital Group or its affiliate, to partially finance the construction of an approximately780,000 square foot 700-room hotel at 1441 Chestnut Street to accommodate a 240-room W Hotel, a 460-room Element Hotel, 41,000 square feet of meeting and banquet space, 8,600 of restaurant and bar space, and 185 below grade parking spaces. The appropriate officers of PAID are hereby authorized and empowered to execute all necessary documents and agreements, and to do such other acts necessary to assist Brooks Capital Group or its affiliate, upon such terms and conditions they deem to be in the best interest of PAID.

Upon motion made by Dr. Yaffe and seconded by Ms. Miller, the Members unanimously approved the above Resolution.

  1. A Resolution authorizing the Philadelphia Authority for Industrial Development’s (“PAID” or the “Authority”) consent to amend the terms of the bond purchase agreement dated October 19, 2011, between PAID and PNC Bank, National Association (see Enclosure 1). The appropriate officers of PAID are hereby authorized and empowered to execute all necessary documents and agreements, and to do such other acts necessary to assistAce/Dougherty, LLC and ASPIRA, Inc. of Pennsylvania (the “Borrowers”)upon such terms and conditions as they deem to be in the best interests of the Authority.

Upon motion made by Ms. Smalls and seconded by Ms. Miller, the Members unanimously approved the above Resolution.

There being no further business, the Meeting was adjourned.

Enclosure 1January 14, 2014

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RESOLUTION OF THE PHILADELPHIA AUTHORITY FOR INDUSTRIAL DEVELOPMENT AUTHORIZING APPROVING An AMENDMENT RELATING TO THE AUTHORITY’S REVENUE BOND (ACE/DOUGHERTY PROJECT) SERIES 2011

ADOPTED: January 14, 2014

WHEREAS, the Philadelphia Authority for Industrial Development (the “Authority”) is a body corporate and politic constituting a public instrumentality of the Commonwealth of Pennsylvania (“Commonwealth”), created under and pursuant to the Pennsylvania Economic Development Financing Law, Act No. 102 of the General Assembly of the Commonwealth, approved August23, 1967 (P.L. 251), as amended and supplemented (the “Act”); and

WHEREAS, the Authority previously issued its $12,750,000 principal amount Revenue Bonds (ACE/Dougherty Project) Series 2011 (the “Bonds”) to finance a project consisting of: (i) the payment or reimbursement of the costs of construction, renovation, installation and equipping of an existing school facility leased by ACE/Dougherty, LLC (“ACE”) to Eugenio Maria de Hostos Charter School and Aspira, Inc. of Pennsylvania (“Aspira”), operator of a Head Start program, and (ii) the payment of the costs associated with the issuance of the Bonds; and

WHEREAS, the Bonds were issued pursuant to a Bond Purchase and Loan Agreement dated as of October 19, 2011 (the “Original Loan Agreement”) among the Authority, ACE and Aspira (collectively, the “Borrowers”) and PNC Bank, National Association (the “Bank”), as bond purchaser; and

WHEREAS, the Borrowers and the Bank have agreed to reduce the interest rate on the Bonds and the Borrowers have requested that the Authority reduce the interest rate provisions of the Bonds, and approve the amendment of the Bonds and the Loan Agreement; and

WHEREAS, the change in the interest rate on the Bonds will constitute a reissuance of the Bonds for federal income tax purposes.

NOW, THEREFORE, BE IT RESOLVED by the members of the Authority as follows:

Section 1.Approval of Amendments and Reissuance of the Bonds. The Authority hereby authorizes and approves the amendment of the Bonds to reflect a reduction in the interest rate to be borne by the Bonds and approves the amendment of the Loan Agreement (the “Amendment”) to append a form of Bond reflecting such interest rate reduction in substitution for the form of Bond attached to the Original Loan Agreement. The Authority approves the reissuance of the Bonds for federal income tax purposes.

Section 2.Approval of the Amendment. The Authority hereby authorizes and approves the execution and delivery of the Amendment containing such terms and provisions as counsel to the Authority and the Authorized Officer of the Authority executing the Amendment shall approve, such approval to be conclusively evidenced by such officer’s execution thereof.

Enclosure 1 01/14/14

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Section 3.Amendment of the Bonds.

The Authority hereby authorizes and approves the delivery of the amended Bonds to the Bank in substitution for the Bonds delivered to the Bond Purchaser at the time of the execution and delivery of the Original Loan Agreement.

Section 4.Direction to Authorized Officers.

(a)For purposes of this Resolution, the Chairman or Vice Chairman of the Board of the Authority shall be deemed to be an “Authorized Officer,” and each Authorized Officer may act jointly or severally in performing its duties hereunder.

(b)The Board hereby authorizes and directs any Authorized Officer to execute and deliver the Amended Bonds and the Amendment and, subject to the approval thereof by counsel to the Authority and the Authorized Officer executing the same, to execute and deliver any other document, agreement, instrument or certificate required to be executed by the Authority in connection with the amendment of the Bonds, and such execution and delivery shall be conclusive evidence of the approval thereof by the Board.

(c)The Board hereby authorizes and directs the Secretary of the Authority to affix and attest the seal of the Authority to any document as required, and to attest the signature of any Authorized Officer where required.

(d)The Authorized Officers of the Authority are hereby authorized and directed to execute and deliver such documents and instruments, including but not limited to any tax certificates or agreements required to ensure compliance with the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, and to take or approve the taking of such other action as may be necessary or appropriate in order to effectuate the execution and delivery of the Amendment and the reissuance of the Bonds.

Section 5.Further Action. The Authorized Officers are hereby authorized and directed, jointly and severally, to take such actions as may be necessary or appropriate to effect the matters contemplated hereby.

Section 6.Prior Actions. All actions heretofore taken and all documents and instruments heretofore executed by or on behalf of the Authority in connection with the Project and the Bonds are hereby ratified and approved.

Section 7.Effective Date of Resolution; Inconsistent Resolutions. This Resolution shall take effect immediately and all prior resolutions or parts thereof inconsistent herewith shall be repealed.

Enclosure 1 01/14/14

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CERTIFICATION

I, the undersigned Secretary of the Philadelphia Authority for Industrial Development, hereby certify that this is a true and correct copy of the Resolution adopted by the Philadelphia Authority for Industrial Development on January 14, 2014.

[SEAL]By:
(Assistant) Secretary

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