eee DEKALB COUNTY ITEM NO. BOARD OF COMMISSIONERS HEARING TYPE BUSINESS AGENDA / MINUTES ACTION TYPE Action RESOLUTION MEETING DATE: September 9, 2008 SUBJECT: Approve Master Agreement among DeKalb County, Development Authority of DeKalb County, and YMCA of Metropolitan Atlanta, Inc., for Public- Private Partnership to Build Wade Walker Center and Lease it and the Bransby Outdoor Center to the YMCA through the Development Authority Commission Districts 5 and 7 DEPARTMENT: CEO PUBLICHEARING: 0 YES NO ATTACHMENT: — &@ YES 11 No INFORMATION Morris Williams CONTACT: PAGES: 19 PHONE NUMBER: 404-371-4721 Normal Coursed August 28, 2008 PURPOSE: To consider authorizing the Chief Executive Officer to execute on behalf of DeKalb County that certain Master ‘Agreement (rev. 08-25-08), fora Public-Private Parinership with the Development Authority of DeKalb County and the Young Men’s Christian Association of Metropolitan Atlanta, ne. related to the construction and operation of ‘Wade Walker Park and the operation of the Bransby Outdoor Center in substantially the form attached. NEED/AMPAC: ‘The property located at 1185 Rock Chapel Road, Lithonia, the Bransby Outdoor Center) is owned by the YMCA of Metropolitan Atlanta and is operated as a recreation facility by that organization, DeKalb County proposes in a companion agenda item to purchase this site and enter into certain agreements related to the construction and operation of Wade Walker Park and the operation of the Bransby Facility. This Master Agreement provides the framework for the intergovernmental arrangement with the Development Authority of DeKalb County whereby the County will construct the Wade Walker facility and lease the Wade Walker facility and the Bransby facifty to the ‘Authority for 30 years with a right to renew for an additional 20 years. The Authority will then lease the two facilities, with the approval of the County, to the YMCA of Metropolitan Atlanta, In., for a similar term, and the YMCA will operate the facilities as recreation and community centers open to the public ona triple-net lease basis. (the YMCA will pay the Authority @ token rent plus provide utilities, janitorial services and ordinary maintenance). ‘As part of the Master Agreement, the YMCA will pay overto the construction fund for the Wade Walker facility the proceeds it receives from the County in the purchase of the Bransby facility. RECOMMENDATION(S): ‘Authorize the Chief Executive Officer to execute the Master Agreement withthe Development Authority of DeKalb ‘County and the Young Men’s Christian Association of Metropolitan Atlanta, Inc, in substantially the same as the Master Agreement (rev. 08-25-08) attached. Individual leases and other agreements contemplated by this Master ‘Agreement will be submitted separately for approval by the Board of Commissioners ata later date before they are ‘executed. Closing of this acquisition will only occur when all such related agreements and leases have been approved by DeKalb County, Development Authority of DeKalb County and the Young Men’s Christian Association of Metropolitan Atlanta, Inc.Page 2 FOR USE BY COMMISSION OFFICE/CLERK ONLY ACTION: FS FOR USE BY CHIEF EXECUTIVE OFFICER ONLY SEP 2 2 2008 ss APPROVED: VETOED:. (ATE) (ATE) \ CHIEF alban oetn CHIEF EXECUTIVE OFFICER DEKALB COUNTY" - DEKALB COUNTY. VETO STATEMENT ATTACHED: MINUTES: ABSENT DISTRICT | - ELAINE BOYER ~ DISTRICT 2 - JEFF RADER DISTRICT 3—LARRY JOHNSON DISTRICT 4~ BURRELL ELLIS DISTRICT 5 - LEE MAY DISTRICT 6 - KATHIE GANNON - - DISTRICT 7~CONNIE STOKESMASTER AGREEMENT FOR PUBLIC-PRIVATE PARTNERSHIP ‘This Master Agreement for Public-Private Partnership (hereinafter referred to as “Agreement”) is entered into this day of , 2008, by and among DeKALB COUNTY, GEORGIA, a political subdivision of the State of Georgia (hereinafter referred to as “County”), the DEVELOPMENT AUTHORITY OF DeKALB COUNTY, GEORGIA, a public body corporate and politic of the State of Georgia (hereinafter referred to as “Authority”) and the YOUNG MEN’S CHRISTIAN ASSOCIATION OF METROPOLITAN ATLANTA, INC., a Georgia nonprofit corporation existing for the benefit of serving the social, educational, recreational and personal well-being of the residents of the metropolitan Atlanta area (hereinafter referred to as “YMCA”); - WITNESSETH: WHEREAS, the YMCA owns a parcel of land commonly referred to as the Bransby Outdoor YMCA Center located at 1185 Rock Chapel Road in Lithonia which is more particularly described on Exhibit “A” (“Bransby Tract”), attached hereto and by reference made a part hereof, on which are located various improvements including, without limitation, a recreational facility and swimming pool (the Bransby Tract, together with all improvements, fixtures, easements, appurtenances and rights which are located ‘on or otherwise benefit the Bransby Tract are hereinafter collectively referred to as the “Bransby Center”); : WHEREAS, the County owns a parcel of land called “Wade Walker Park” located at the southwestern intersection of Rockbridge Road and South Stone Mountain Lithonia Road in DeKalb County;WHEREAS, the County intends through an intergovemmental agreement with the Authority to cause reereational facilities (“Wade Walker Recreational Facilities”) to be developed pursuant to the Plans (as hereafter defined) on a portion of Wade Walker Park more particularly described on Exhibit “B” (“Wade Walker Tract”), attached hereto and made a part hereof by reference (the Wade Walker Tract, together with all improvements including, without limitation, the Wade Walker Recreational Facilities to be constructed, fixtures, easements, appurtenances and rights which are located on or otherwise benefit the Wade Walker Tract are hereinafter collectively referred to as the “Wade Walker Center”); WHEREAS, the County proposes to purchase the Bransby Center from the YMCA, funding the purchase with certain available Greenspace bond funds; WHEREAS, upon the consummation of the closing of the sale of Bransby Center to the County (“Bransby Sale”), the County will simultaneously enter into a long-term intergovemmental agreement with the Authority to lease the Bransby Center to the Authority for recreational purposes to be furthered thereon; WHEREAS, upon the Authority entering into the intergovernmental agreement with the County for the Bransby Center, the Authority will simultaneously enter into a long-term agreement with the YMCA for the YMCA to operate the Bransby Center as a YMCA facility on a triple-net lease basis, including providing for all operating expenses of the Bransby Center, and contribute all of the FF&E (furniture, fixtures, and equipment) for the operation of the Bransby Center; WHEREAS, the YMCA will deposit the Purchase Price (as hereinafter defined) “from the sale of Bransby Center with the Authority, or a trustee designated by mutualagreement of all parties, to be specifically designated and used, in addition to the funds available from the County, for the purpose of planning, developing and constructing the Wade Walker Center; WHEREAS, the County and the YMCA will develop, on a mutual basis, specifications for the design and construction of the Wade Walker Center; WHEREAS, the County will enter into a long-term intergovernmental agreement with the Authority to lease the Wade Walker Tract to the Authority for recreational purposes to be furthered thereon; and WHEREAS, simultaneously with the Bransby Sale, the Authority will enter into ‘a long-term agreement with the YMCA whereby the YMCA will (a) manage and operate the Wade Walker Center, (b) contribute all of the FF&E (furniture, fixtures, and equipment) for the operation of the Wade Walker Center, and (c) furnish all of the annual operating expenses for the Wade Walker Center, such facility to be operated by the YMCA ona triple-net lease basis. - NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS HEREAFTER SET FORTH, IT IS MUTUALLY AGREED AS FOLLOWS: 1 Purchase of t 1d County agrees to purchase Bransby Center from the YMCA for FOUR MILLION TWO HUNDRED TWENTY-FIVE THOUSAND AND 00/100 DOLLARS ($4,225,000. 00) (“Purchase Price”) based on appraisals of the Bransby Center and hereby authorizes the Chief Executive Officer and staff to take any and all actions to effect said purchase at the Purchase Price and to enter into and execute such12 13 14 purchase and sale contract as approved by the Chief Executive Officer, upon advice of the County Attorney. This purchase must be separately approved by the YMCA’s Board of Directors and shall be evidenced by a purchase and sale contract acceptable to both the County and YMCA. ‘Simultaneously the Bransby Sale, the County will enter into an intergovernmental agreement to lease the Bransby Center to the Authority under a long-term agreement acceptable to both the County and the Authority (“Authority Bransby Lease”) in order to continue to develop and operate the Bransby Center. ‘The Authority Bransby Lease must be separately approved by the County’s ‘governing authority and the Authority's governing board. ‘The Authority cause the Bransby Center to continue to operate and, in that regards, simultaneously with the execution of the Authority Bransby Lease with the County, the Authority will enter into a sub-lease with the YMCA for the continued operation of the Bransby Center under a lease-management agreement acceptable to both the Authority (with the consent of the County) and YMCA. (“YMCA Bransby Lease”). The YMCA Bransby Lease must also be separately approved by the Authority’s governing board and the YMCA’s Board of Directors. The YMCA Bransby Lease must be separately consented to by the County’s governing authority. YMCA agrees to contribute the Purchase Price from the Bransby Sale (“YMCA Contribution”) and deposit such Purchase Price with the Authority or a trustee designated by mutual agreement of the parties, to be specifically designated and used, in addition to the funds available from the County, to plan, develop and15 16 24 2.2 construct the Wade Walker Recreational Facilities upon a mutually agreeable schedule. fae If. any time during the term of the YMCA Bransby Lease, the County decides to sell the Bransby Center, then the YMCA. shall have the right of first refusal to purchase the Bransby Center, such right of firs refusal to be on terms acceptable to the County and YMCA. shall have no The parties agree that the Auth ty nor suffer any costs and expenses in connection with the Bransby Center and shall be indemnified by the YMCA as set forth in the YMCA Bransby Lease and Section 12 hereof. ese Design, Construction, and Operation of Wade Walker Recreation Facility Simultaneously with the Bransby Sale, the County will enter into an intergovernmental agreement to lease the Wade Walker Tract to the Authority under a long-term agreement acceptable to both the County and the Authority (Authority Wade Walker Lease”), The Authority Wade Walker Lease must be separately approved by the County’s governing authority and the Authority’s ‘governing board. ‘The Authority will facilitate the construction of the Wade Walker Recreational Facilities on the Wade Walker Tract. In order to further the operation and ‘management of such facilities, the Authority will, simultancously upon entering into the Authority Wade Walker Lease, sublease the Wade Walker Center to the YMCA under a lease agreement acceptable to both the Authority (with the consent of the County) and the YMCA (“YMCA Wade Walker Lease”), The23 24 YMCA Wade Walker Lease must be separately approved by the Authority's governing board and the YMCA’s Board of Directors. The YMCA Wade Walker Lease must be separately consented to by the County’s governing authority. ‘The County and YMCA agree jointly and mutually to participate in the planning, design of, and monitoring of, the construction of the Wade Walker Recreational Facilities. One or more representatives will be designated by the County, Authority and the YMCA to act on behalf of their respective entity during the construction and operation of the Wade Walker Center. The County shall make funds available to finance and complete the planning, design and construction of the Wade Walker Recreational Facilities, which will include such Greenspace bond funds allocated for the project and any other available County funds, plus the YMCA Contribution contributed by the YMCA pursuant to paragraph 1.4 above, for a total project budget currently estimated at $18 Million, ‘The mechanism and process for payment by the County of costs of the project shall be more fully set forth in the intergovernmental agreement between the County and the Authority and Section 4 hereof. Selection of Design, Engineering and Construction Professionals ‘The selection of the architect, contractors, and other professionals performing the design and construction of Wade Walker Recreational Facilities shall be done by the County utilizing its purchasing and contracting procedures. The YMCA will participate only in a non inding, advisory role.32 33 34 4d ‘The construction and materials guidelines and plans and specifications which the County will use in the design and construction of Wade Walker Recreational Facilities shall be established by the County, with the input and advice of YMCA, and such plans, when established, shall be automatically incorporated as a part of the project documents (the “Plans”). ‘The County has o will select an architect firm and a construction team to design, . The contracts plan and construct the Wade Walker Recreational Facil relating to such engagement shall, as appropriate, be assigned to the Authority. The YMCA may retain, at its sole cost and expense, a construction management firm to monitor the construction of the Wade Walker Recreational Facilities on behalf of the YMCA. The County and/or the Authority may hire own construction management firm to oversee and manage the design and construction on behalf of the County but, in any event, the County as agent of the Authority shall retain control over the construction process. Administration of Project Funds ‘The County shall be responsible for making funds available to finance all costs of the planning, design and construction of the Wade Walker Recreational Facilities, together with the YMCA Contribution received from the YMCA. ‘The County funds available for such planning, design and construction of the Wade Walker Recreational Facilities shall be held and administered by the County or a trustee selected with the consent of all parties. The Authority shall not be liable in any ‘manner for any costs and expenses in connection with the planning, design and42 43 44 construction of the Wade Walker Recreational Facilities and shall be indemnified by the YMCA as set forth in the YMCA Wade Welker Lease and Section 12 hereof. a The YMCA shall, simultaneously with the Bransby Sale, make the YMCA Contribution to be specifically designated and used for the construction of the Wade Walker Recreational Facilities, The parties agree that such funds shall be only used for the planning, design and construction of the Wade Walker Center. ‘The YMCA Wade Walker Lease shall provide, among other things, that the YMCA will operate the Wade Walker Center under the terms ofa triple-net lease obligation. The YMCA shall also be responsible for, among other things, acquiring, maintaining, repairing and replacing furniture, fixtures and equipment for the Wade Walker Center for the entire term of the YMCA Wade Walker Lease. ‘The YMCA Bransby Lease shall provide, among other things, that the YMCA will operate the Bransby Center under the terms of a triple-net lease obligation The YMCA shall also be responsible for, among other things, acquiring, maintaining, repairing and replacing furniture, fixtures and equipment for the Bransby Center for the entire term of the YMCA Bransby lease. ‘A requisition process shall be established by the parties hereto to provide for the payment of the costs of design, construction and completion of the Wade Walker Recreational Facilities.Sih 52 33 34 55 6.1 ‘Terms of the Leases ‘The Authority Bransby Lease shall be for a term of 30 years with an option to extend for an additional 20 years (for a total of $0 years). ‘The YMCA Bransby Lease shall be for a term of 30 years with an option to extend for an additional 20 years (for a total of 50 years). ‘The Authority Wade Walker Lease shall be for a term of 30 years with an option to extend for an additional 20 years (for a total of 50 years). ‘The YMCA Wade Walker Lease shall be for a term of 30 years with an option to ‘extend for an additional 20 years (for a total of 50 years). ‘The YMCA shall have the right to extend the YMCA Bransby Lease and the YMCA Wade Walker Lease for each an additional 20 years, unless in default of the respective terms thereof, and in the event of such extension, the County and the Authority will provide in the Authority Bransby Lease and the Authority Wade Walker Lease that such leases will be extended for an additional 20 years. 6 Rentals on the Leases ‘The YMCA shall pay to the Authority $1.00 per year on the commencement date in the YMCA Bransby Lease and each anniversary thereafter during the term of the YMCA Bransby Lease and shall be solely responsible for the operation, maintenance and management of Bransby Center and the payment of all costs and expenses in connection with such operations, including but not limited to any expenses for the repair or maintenance of the swimming pool, the grounds,