Information provided by Commissioner Jeff Rader, District 2

Distribution of DeKalb Parks Bond Proceeds

Parks Bond Acquisition Expenditures to date by Commission District: (2001 + 2006) <source: Dept P, R &CA. 1/2014>

District 1 $7,834,172 District 2 $3,968,281 District 3 $7,251,176

District 4 $5,117,058 District 5 $7,754,998 District 6 $6,992,405 District 7 $7,126,600

Parks Bond Development Expenditures to Date by Commission District: (2001 + 2006) <source: Dept P, R &CA. 3/2014>

District 1 $9,338,630 District 2 $9,477,979 District 3 $14,269,217 District 4 $18,564,079 District 5 $18,922,466 Super D 6 $17,664,704 Super D 7 $41,875,792 District boundaries, except for Super Ds changed in 2013

County-Wide Parks Bond funds remaining (2001 + 2006) <source: Dept P, R &CA. 3/2014>

Land Acquisition: $10,544,489

Developmental: $9,706,899

Summary of Proposed South DeKalb YMCA Master Agreement

• This agreement is exclusively negotiated with the YMCA, and the like has not been offered to any other organization or governmental partner. The Y brings no money to the table.

• The private South DeKalb YMCA at 2565 Snapfinger Road is three miles from DeKalb’s Browns Mill Recreation and Aquatics Center and from Exchange Park Recreation Center, together the object of $16.1 million in recent and ongoing Parks Bond developmental investment (Exchange-$7.2 million, Browns Mill-$8.9 million) . The agreement will sink a grand total of over $21 million of Bond improvements within a 3 mile radius.

• DeKalb County will purchase the existing YMCA for $5 million, using $1 million of District 5 and 7 Parks Bond Land Acquisition Funding and $4 million in County Wide Acquisition Funding. The agreement diverts land acquisition funding to development, contrary to the Bond Referendum. The property is appraised at $2.5 million for tax purposes, with the land appraised at $400,000.

• After the purchase, the County will transfer the property to the Development Authority of DeKalb County (DADC), who will lease the property back to the YMCA for $1 per year for 50 years. At the end of the lease, the property reverts to DeKalb County.

• The YMCA will renovate the building to its own plan, and continue to operate the facility as a YMCA, charging a fee schedule of its own choosing, except that special benefits exclusively for residents of three surrounding zip codes shall be provided, including waiver of initiation fees for ten years, registration preference, special programing and financial assistance.

• The YMCA must maintain and repair the facility, and the County may improve the building, subject to YMCA approval. DeKalb will continue to operate Browns Mill and Exchange at public expense.

• The County may sponsor all of four free events per year at the South DeKalb Y, and DADC may sponsor up to 2 events per year, subordinate to YMCA programming, and with 30 days’ notice.

REV.

DEKALB COUNTY

ITEM NO.

BOARD OF COMMISSIONERS

BUSINESS AGENDA / MINUTES

HEARING TYPE

ACTION TYPE

Action MEETING DATE: May 13, 2014 Resolution

SUBJECT: Approve Master Agreement Among DeKalb County, Georgia, Development Authority of DeKalb County, Georgia, and YMCA of Metropolitan Atlanta, Inc. for a Public-Private Partnership.

DEPARTMENT:

Chief Executive Officer PUBLIC HEARING:

YES NO

ATTACHMENT: PAGES:

YES No

INFORMATION CONTACT: PHONE NUMBER:

Larry Johnson, MPH Presiding Officer District 3 (404-371-2425) Stan Watson Deputy Presiding Officer Super District 7 (404-371-3681)

Normal Coursed 3/25/14; Deferred 4/8/14, 4/22/14 PURPOSE: Authorize the Chief Executive Officer to execute on behalf of DeKalb County, Georgia the Master Agreement to acquire the South DeKalb YMCA and lease the South DeKalb YMCA to the Development Authority of DeKalb County (“Authority”). NEED/IMPACT: The South DeKalb YMCA is located at 2526 Snapfinger Road, Decatur and is operated as a recreation

facility by the YMCA of Metropolitan Atlanta (“YMCA”).

The County proposes to purchase this property and enter into certain agreements related to the improvements, renovation and operation of the South DeKalb YMCA.

This Master Agreement provides the framework for the intergovernmental arrangement with the Authority whereby the County leases the property to the Authority and the Authority leases the property to the YMCA to improve, renovate and operate the South DeKalb YMCA facility.

The YMCA will spend $4.9 million on the renovation and the County will not fund any renovation costs.

Also, the YMCA will provide all furniture, fixtures and equipment for the South DeKalb YMCA at no cost to the County.

The YMCA will operate the facility as a recreation and community center open to the public.

RECOMMENDATION: Authorize the Chief Executive Officer to execute the Master Agreement with the Authority and the YMCA in substantially the same as the Master Agreement attached. Individual leases and other agreements contemplated by this Master Agreement will be submitted separately for approval to the Governing Authority at a later date before they are executed. Closing of the acquisition of the property will only occur when all such related agreements and leases have been approved by the County, the Authority and the YMCA.

20

March 18, 2014

MASTER AGREEMENT FOR PUBLIC-PRIVATE PARTNERSHIP

This Master Agreement for Public-Private Partnership (hereinafter referred to as

“Agreement”) is entered into this _____ day of _____________, 2014, 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 South

DeKalb Family YMCA located at 2565 Snapfinger Road in unincorporated DeKalb

County which is more particularly described in Exhibit A attached hereto and by

reference made a part hereof (the “South DeKalb Tract”), on which are located various

improvements including, without limitation, a double gymnasium and indoor swimming

pool (the South DeKalb Tract, together with all improvements, fixtures, easements,

appurtenances and rights which are located on or otherwise benefit the South DeKalb

Tract, is hereinafter referred to as the “South DeKalb Facility”); and

WHEREAS, the County proposes to purchase the South DeKalb Facility from

the YMCA, funding the purchase with certain available Greenspace bond funds; and

WHEREAS, upon the consummation of the closing of the sale of the South

DeKalb Facility to the County (“South DeKalb Sale”), the County will simultaneously

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enter into a long-term intergovernmental agreement with the Authority to lease the South

DeKalb Facility to the Authority for recreational purposes to be furthered thereon; and

WHEREAS, upon the Authority entering into the intergovernmental agreement

with the County for the South DeKalb Facility, the Authority will simultaneously enter

into a long-term agreement with the YMCA for the YMCA to operate the South DeKalb

Facility as a YMCA facility on a triple-net lease basis, including the YMCA’s providing

for all operating expenses of the South DeKalb Facility and contributing all of the FF&E

(furniture, fixtures and equipment) for the operation of the South DeKalb Facility; and

WHEREAS, the YMCA will use the proceeds from the sale of the South DeKalb

Facility for the purpose of designing, developing and constructing additional

improvements on the South DeKalb Tract (the “South DeKalb Improvements”) and

renovating the existing South DeKalb Facility (the “South DeKalb Renovations”); and

WHEREAS, the YMCA will develop specifications for the design and

construction of the South DeKalb Improvements and the South DeKalb Renovations

based on the conceptual plans for the South DeKalb Improvements and the South DeKalb

Renovations attached hereto as Exhibit B and by reference made a part hereof (the

“Conceptual Plans”);

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL

COVENANTS HEREAFTER SET FORTH, IT IS MUTUALLY AGREED AS

FOLLOWS:

1.

Purchase of the South DeKalb Facility

1.1 County agrees to purchase the South DeKalb Facility from the YMCA for FOUR

MILLION NINE HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS

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($4,950,000.00) (“Purchase Price”) based on appraisals of the South DeKalb

Facility 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 a purchase and sales contract for this purchase if approved as to form by

the County Attorney or designee. 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.

1.2 Simultaneously with the South DeKalb Sale, the County will enter into an

intergovernmental agreement to lease the South DeKalb Facility to the Authority

under a long-term agreement acceptable to both the County and the Authority

(“Authority South DeKalb Lease”) in order to continue to develop and operate the

South DeKalb Facility. The Authority South DeKalb Lease must be separately

approved by the County’s governing authority and the Authority’s governing

board.

1.3 The Authority will cause the South DeKalb Facility to continue to operate by,

simultaneously with the execution of the Authority South DeKalb Lease with the

County, entering into a sub-lease with the YMCA for the continued operation of

the South DeKalb Facility under a lease-management agreement acceptable to

both the Authority (with the consent of the County) and YMCA (“YMCA South

DeKalb Lease”). The YMCA South DeKalb Lease must also be separately

approved by the Authority’s governing board and the YMCA’s Board of

Directors. The YMCA South DeKalb Lease must be separately consented to by

the County’s governing authority. Should the YMCA cease to operate the South

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DeKalb Facility pursuant to the YMCA South DeKalb Lease, the Authority shall

be under no obligation to operate the South DeKalb Facility and may surrender

the Authority South DeKalb Lease to the County without any further obligation or

liability.

1.4 YMCA agrees to use all the net sale proceeds from the South DeKalb Sale for

planning, developing and constructing the South DeKalb Improvements and the

South DeKalb Renovations upon a mutually agreeable schedule. Upon written

request by the County, the YMCA shall provide the County with a monthly

accounting of the expenditure of such net sale proceeds to date with respect to the

South DeKalb Improvements and the South DeKalb Renovations.

1.5 If at any time during the term of the YMCA South DeKalb Lease, the County

decides to sell the South DeKalb Facility, then the YMCA shall have the right of

first refusal to purchase the South DeKalb Facility, such right of first refusal to be

on terms acceptable to the County and YMCA.

1.6 The parties agree that the Authority shall have no liability nor suffer any costs and

expenses in connection with the South DeKalb Facility and shall be indemnified

by the YMCA as set forth in the YMCA South DeKalb Lease and Section 12

hereof.

1.7 Upon the sale of the South DeKalb Facility to the County and the execution and

delivery of the Authority South DeKalb Lease and the YMCA South DeKalb

Lease, the YMCA agrees to pay the Authority (a) the sum of $10,000.00 for the

legal fees of the Authority incurred in connection with the transaction

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contemplated by this Agreement, and (b) the sum of $6,187.50 (Six Thousand,

One Hundred Eighty Seven Dollars and Fifty Cents) for the expenses of the

Authority incurred in connection with the transaction contemplated by this

Agreement.

2.

Design and Construction of South DeKalb Improvements and South DeKalb Renovations

2.1 The YMCA shall be responsible for the planning, design and construction of the

South DeKalb Improvements and the South DeKalb Renovations, which will

remain open and operational during renovations. The County and the Authority

may designate one or more representatives to act on their behalf in advising the

YMCA during the construction of the South DeKalb Improvements and the South

DeKalb Renovations.

2.2 If material changes are made to the Conceptual Plans, the YMCA shall first seek

approval of such material changes from the Chief Executive Officer of the County

or his/her designee, which approval shall not be unreasonably withheld, delayed

or conditioned.

2.3 The YMCA shall perform or cause to be performed, in good workmanlike

manner, all work associated with the South DeKalb Improvements and the South

DeKalb Renovations. The YMCA shall also furnish or cause to be furnished all

supplies and materials, machinery, equipment and facilities necessary or proper to

perform and complete the South DeKalb Improvements and the South DeKalb

Renovations by the mutually agreed-upon completion date. The YMCA shall be

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solely responsible for the safety, efficiency and adequacy of its actions in

planning, designing and constructing the South DeKalb Improvements and the

South DeKalb Renovations and for any damage to the South DeKalb Facility

which may arise as a result of such work. The YMCA shall observe and comply

with all Federal, State and local laws applicable to the South DeKalb

Improvements and the South DeKalb Renovations and shall use commercially

reasonable efforts to comply with the County’s First Source and LSBE

ordinances.

3.

Selection of Design, Engineering and Construction Professionals

3.1 The selection of the architect performing the design of the South DeKalb

Improvements and the South DeKalb Renovations shall be done by the YMCA.

3.2 The construction and materials guidelines and plans and specifications which the

YMCA will use in the construction of the South DeKalb Improvements and the

South DeKalb Renovations shall be established by the YMCA and approved by

the County’s Chief Executive Officer or designee, and such plans, when

established and approved, shall be automatically incorporated as a part of the

project documents (the “Plans”). The budget for the South DeKalb Improvements

and the South DeKalb Renovations shall be prepared by the YMCA. To the

extent there is a contingency reserve in such budget and such contingency funds

are not spent, then such funds shall be allocated to other budget categories for the

South DeKalb Improvements and the South DeKalb Renovations.

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3.3 The County and the YMCA shall jointly select and approve the general contractor

for the construction of the South DeKalb Improvements and the South DeKalb

Renovations through an invitation to bid process (“ITB”) managed by the County.

The County and the YMCA shall jointly establish the prequalification

requirements for all general contractors interested in submitting a bid to perform

the South DeKalb Improvements and the South DeKalb Renovations. A bid

review committee comprised of a total of either 5 or 7 representatives of the

County and the YMCA shall be formed to consider all submitted bids. If the

committee is comprised of 7 members, then 4 members shall be appointed by the

County and 3 members shall be appointed by the YMCA. If the committee is

comprised of 5 members, then 3 members shall be appointed by the County and 2

members shall be appointed by the YMCA. No bid will be accepted from any

general contractor which fails to meet the agreed-upon prequalification

requirements. The form of the construction contract to be attached to the ITB

with respect to the South DeKalb Improvements and the South DeKalb

Renovations shall be jointly developed and approved by the County and the

YMCA. Factors to be considered in the selection of the general contractor shall

include, but not be limited to, bid price, experience in building and renovating

recreational facilities similar to the South DeKalb Facility, bonding capacity,

business reputation and financial strength. Upon selection and approval of the

general contractor by the County and the YMCA and the County’s execution of

the construction contract with the approved general contractor, the County shall

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assign the construction contract to the YMCA and the YMCA shall assume all

obligations and responsibilities of the County under the construction contract.

3.4 The County may retain or employ, at its sole cost and expense, a construction

management team to monitor the construction of the South DeKalb Improvements

and the South DeKalb Renovations on behalf of the County. Notwithstanding the

foregoing, the YMCA shall retain control over the construction process.

4.

Administration of Project Funds

4.1 The YMCA shall be responsible for paying all costs of the planning, design and

construction of the South DeKalb Improvements and the South DeKalb

Renovations (including any fines or civil penalties which may be incurred or

assessed as a result of such work by the YMCA). Neither the County nor the

Authority shall be liable in any manner for any costs and expenses in connection

with the planning, design and construction of the South DeKalb Improvements or

the South DeKalb Renovations and the Authority shall be indemnified by the

YMCA as set forth in the YMCA South DeKalb Lease and Section 12 hereof.

4.2 The YMCA South DeKalb Lease shall provide, among other things, that the

YMCA will operate the South DeKalb Facility under the terms of a triple-net

lease obligation. The YMCA shall also be responsible for providing for all

operational expenses of the South DeKalb Facility and contributing all of the

FF&E (furniture, fixtures and equipment) for the operation of the South DeKalb

Facility, and be responsible for, among other things, acquiring, maintaining,

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repairing and replacing furniture, fixtures and equipment for the South DeKalb

Facility for the entire term of the YMCA South DeKalb Lease.

5.

Terms of the Leases

5.1 The Authority South DeKalb Lease shall be for a term of thirty (30) years with an

option to extend for an additional twenty (20) years (for a total of fifty (50) years).

The Authority agrees to provide the County with ninety (90) days written notice

prior to the end of the thirty (30) year term of its intention to exercise its option to

extend the Authority South DeKalb Lease.

5.2 The YMCA South DeKalb Lease shall be for a term of thirty (30) years with an

option to extend for an additional twenty (20) years (for a total of fifty (50) years).

If the YMCA exercises its option to extend the YMCA South DeKalb Lease for

an additional twenty (20) years, then the County and the Authority will provide in

the Authority South DeKalb Lease that such lease shall be extended for an

additional twenty (20) years pursuant to the option to extend contained therein.

The YMCA agrees to provide the County with ninety (90) days written notice

prior to the end of the thirty (30) year term of its intention to exercise its option to

extend the YMCA South DeKalb Lease.

6.

Rental on the Lease

6.1 The YMCA shall pay to the Authority $1.00 per year on the commencement date

of the YMCA South DeKalb Lease and each anniversary thereafter during the

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term of the YMCA South DeKalb Lease and shall be solely responsible for the

operation, maintenance and management of the South DeKalb Facility 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, buildings and structures which are part of the leased premises

described in the YMCA South DeKalb Lease.

7.

Operational Funding for the South DeKalb Facility

7.1 YMCA may charge its usual membership and joining fees (as such fees may be

adjusted from time to time) for the South DeKalb Facility and use such fees to

offset operational costs. A list of the current membership and fee structure is

attached to this Agreement as Exhibit C and by reference incorporated herein.

7.2 As provided herein, the YMCA shall be solely responsible for all of the

operational, maintenance and management expenses of the South DeKalb

Facility, with no operating financial assistance from the County or the Authority.

8.

Financial Assistance

8.1 YMCA will utilize its standard financial assistance program for low-income and

financially distressed citizens using the facilities at the South DeKalb Facility

who otherwise could not afford to pay the membership or joining fees.

8.2 DeKalb County residents living in U.S. Postal Zip Code 30032, 30034, 30035

shall receive the following additional benefits at the South DeKalb Facility: (a)

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waiver of joining fees for the first ten (10) years from the commencement date of

the YMCA South DeKalb Lease, (b) early program registration times, (c) special

program offerings and times for seniors, and (d) financial assistance for families

in need.

9.

Programming

9.1 The YMCA shall be solely responsible for the development of the programs to be

offered at the South DeKalb Facility. Any change in programming at the South

DeKalb Facility in the future will be driven by market study/trends that may take

place in such community.

9.2 On or before December 31st of each year, the YMCA agrees to provide the

County’s Chief Executive Officer and the Board of Commissioners with a

detailed written description of the nature and kind of the recreational services

provided to DeKalb County residents.

9.3 The YMCA agrees to designate an employee or official who shall meet on a

monthly basis with the Chief Executive Officer, the District 3 Commissioner and

the Super District 7 Commissioner or their designees to discuss the on-going

recreational activities being conducted by the YMCA on behalf of DeKalb

County and to coordinate recreational programs, events and functions as may be

mutually beneficial to the County and the YMCA.

9.4 The County may sponsor up to four (4) free events per year at the South DeKalb

Facility provided the YMCA receives at least thirty (30) days advance written

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notice and such event does not interfere with the recreational programs, events

and functions being offered by the YMCA. The Authority may also sponsor up to

two (2) free events per year at the South DeKalb Facility provided the YMCA

receives at least thirty (30) days advance written notice and such event does not

interfere with the recreational programs, events and functions being offered by the

YMCA.

9.5 Once the South DeKalb Improvements and the South DeKalb Renovations have

been completed, the parties hereto agree to either (a) hold a joint “Grand

Opening” ceremony for the South DeKalb Facility or (b) allow each party the

opportunity to hold a separate opening ceremony for the South DeKalb Facility.

10.

Repairs and Capital Improvements

10.1 The YMCA shall be solely responsible for all maintenance and repairs to the

South DeKalb Facility with no financial assistance from the County or the

Authority.

10.2 The Authority and the YMCA may request that the County undertake capital

improvement projects at the South DeKalb Facility, but the decision to undertake

such projects remains solely within the discretion of the County’s governing

authority. All capital improvement projects at the South DeKalb Facility shall

require the prior written approval of the YMCA, which approval shall not be

unreasonably withheld, delayed or conditioned.

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11.

YMCA Employees

11.1 Employees and officers of the YMCA are not to be considered as County or

Authority employees, nor subject to the County’s or the Authority’s personnel

policies and procedures.

11.2 YMCA shall bear any and all costs and expenses relating to the employees and

officers of the YMCA.

11.3 YMCA shall hire employees for the South DeKalb Facility without discrimination

as to religious affiliation, race, sex, sexual orientation, gender affiliation, political

affiliation, place of national origin, age or handicap, consistent with YMCA

policies.

11.4 The relationship between the County and the YMCA shall be that of owner and

independent contractor. The YMCA, its officers, agents, servants, employees and

contractors, shall not be entitled to any County employee benefits by virtue of this

Agreement, including but not limited to social security, insurance, paid annual

leave, sick leave, workers’ compensation, free parking or retirement benefits.

12.

Indemnification

12.1 YMCA shall indemnify and hold harmless the Authority and the County, their

respective officers, employees and elected officials, individually, collectively and

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in their official capacities (hereinafter collectively referred to as the “Indemnified

Parties”), from and against any and all losses, damages, claims, causes of action,

judgments, costs and expenses (including reasonable attorney’s fees and court

costs actually incurred) that the Authority and County may suffer or incur arising

from the YMCA’s (a) planning, designing and constructing the South DeKalb

Improvements and South DeKalb Renovations, (b) assuming the construction

contract assigned to the YMCA by the County as referenced in Section 3.3 of this

Agreement; and (c) operation or use of the South DeKalb Facility; provided,

however, YMCA shall not have any liability for, nor any indemnity obligation

with respect to, any claims arising as a result of the willful misconduct or

negligence of the Indemnified Parties.

12.2 YMCA shall indemnify and hold harmless the Indemnified Parties from and

against any and all losses, damages, claims, causes of action, judgments, costs and

expenses (including reasonable attorney’s fees and court costs actually incurred)

that the Indemnified Parties may suffer or incur as a result of any challenge to the

validity of this Agreement or the YMCA South DeKalb Lease on the grounds that

such agreement violates Paragraph VII of Section II of Article I of the Georgia

Constitution or the Establishment Clause of the First Amendment to the United

States Constitution.

12.3 The YMCA agrees to assume and conduct with due diligence and in good faith

the defense of any claims brought or actions filed against the Indemnified Parties

arising under Sections 12.1 and/or 12.2 above, even if such claims or actions be

groundless, false or fraudulent. The County and the Authority may, at their

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election, defend or participate in the defense of any or all of such claims or

actions.

12.4 Except as specifically set forth above in Sections 12.1, 12.2 and 12.3, the YMCA

shall have no obligation to indemnify or hold harmless the Authority or the

County in connection with this Agreement or the YMCA South DeKalb Lease.

12.5 No provision of this Agreement shall be construed as (a) creating any individual

or personal liability on the part of any elected official of the County or Authority,

or any officer, employee, agent or servant of the County, the Authority or the

YMCA, or (b) granting any rights or benefits hereunder to any third parties other

than the parties to this Agreement

13.

Lease Termination

13.1 In addition to and without prejudice to any remedy available to the Authority

and/or County in the YMCA South DeKalb Lease, if the YMCA breaches the

terms of the YMCA South DeKalb Lease and the YMCA South DeKalb Lease is

terminated because of such event of default by the YMCA, then the Authority, on

behalf of the County, will retain, as liquidated damages, any and all interest and

investment of the YMCA in the South DeKalb Facility.

13.2 Should the County terminate the underlying Authority South DeKalb Lease

without cause prior to the end of the lease term (thereby causing the Authority to

terminate the YMCA South DeKalb Lease), the County will be obligated to pay

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the YMCA for capital contributed on a pro rata formula to be mutually agreed

upon by County governing authority and the YMCA.

14.

Additional Agreements

14.1 This Agreement contemplates further agreements being necessary between the

parties in order to effectuate the present Agreement of the parties. Such other and

further agreements contemplated by this Agreement are referred to above.

14.2 This Agreement is the parties’ master agreement as to the matters referred to

herein, and in any further negotiations leading to such agreements necessary to

effectuate the purpose of this master agreement, the parties agree to be guided by

the terms hereof and to negotiate in good faith.

[SIGNATURES APPEAR ON THE FOLLOWING PAGE]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

DEKALB COUNTY, GEORGIA WITNESS:

__________________________(SEAL) ____________________________(SEAL) LEE MAY Notary Public Interim Chief Executive Officer DeKalb County, Georgia Commission Expiration Date:__________ ATTEST: APPROVED AS TO SUBSTANCE: ________________________________ __________________________________ Barbara Sanders, CCC, Clerk to the Roy Wilson, Director Chief Executive Officer and the Recreation, Parks & Cultural Affairs Board of Commissioners DeKalb County, Georgia APPROVED AS TO FORM: _________________________________ County Attorney Signature _________________________________ County Attorney Name (Printed)

DEVELOPMENT AUTHORITY OF DEKALB COUNTY, a public body corporate and politic of the State of Georgia By: _________________________(seal) Name:___________________________ Title:____________________________

YOUNG MEN’S CHRISTIAN ASSOCIATION OF METROPOLITAN ATLANTA, INC., a Georgia nonprofit corporation By: _________________________(seal) Name:___________________________ Title:____________________________

March 18, 2014

EXHIBIT A

ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lot 99 of the 15th District of DeKalb County, Georgia, and being more particularly described as follows:

TO FIND THE POINT OF BEGINNING, start at an iron pin on the southwestern side of Snapfinger Road, 941.7 feet southeasterly, as measured along the southwestern side of Snapfinger Road from the point of intersection formed by the southwestern side of Snapfinger Road with the center line of Wesley Chapel Road, and running thence South 71 degrees 51 minutes West, 132.2 feet to the POINT OF BEGINNING; running thence South 30 degrees 30 minutes 28 seconds West, 251.1 feet to a point; running thence South 59 degrees 29 minutes 32 seconds East, 898.9 feet to a point (said point located on the approximate line dividing Land Lots 98 and 99, said district and county); running thence South 00 degrees 50 minutes 54 seconds West, 222.5 feet to an iron pin; running thence North 88 degrees 29 minutes 41 seconds West, 1,479.4 feet to an iron pin; running thence North 25 degrees 21 minutes 37 seconds East, 1,007.3 feet to an iron pin (said iron pin located on the approximate line dividing Land Lots 99 and 126, said district and county); running thence South 82 degrees 23 minutes East, 407.2 feet to the POINT OF BEGINNING; containing 18.4874 acres as per survey for Ray Jones, Inc. prepared by Ralph B. Key, Registered Land Surveyor No. 1416, of Southland Engineers & Surveyors, Inc., dated June 6, 1967, revised February 5, 1970, and November 17, 1970.

TOGETHER WITH an easement for ingress and egress over, through and across the following described tract of land:

ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lot 99 of the 15th District of DeKalb County, Georgia, and being more particularly described as follows:

BEGINNING at an iron pin on the southwestern side of Snapfinger Road, 941.7 feet southeasterly, as measured along the southwestern side of Snapfinger Road, from the point of intersection formed by the southwestern side of Snapfinger Road with the center line of Wesley Chapel Road; running thence South 71 degrees 51 minutes West, 132.2 feet to a point; running thence South 30 degrees 30 minutes 28 seconds West, a sufficient distance to permit the northwest and southeast lines of the property herein described to run parallel to and 60 feet from one another; running thence North 71 degrees 51 minutes East, a certain distance to the southwestern side of Snapfinger Road; running thence northwesterly, as measured along the southwestern side of Snapfinger Road, a certain distance to the POINT OF BEGINNING.

March 18, 2014

EXHIBIT B

Conceptual Plans

March 18, 2014

EXHIBIT C

Current Membership and Fee Structure