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HomeMy WebLinkAboutLETTER OF INTENT WITH GEORGIA TECHNOLOGY AUTHORITY_ GEORGIA CYBER INNOVATION AND TRAINING CENTER AUGUSTA PARKING DECK Letter of Intent Georgia Cyber Innovation and Training Center Augusta Parking Deck By this Letter of Intent ("L01"), the Georgia Technology Authority ("GTA") and the City of Augusta, Georgia ("City"), confirm their intention to enter into a binding definitive agreement (the "Definitive Agreement") pursuant to which GTA will construct a parking deck (the "Deck") for the Georgia Cyber Innovation and Training Center(the "Center") on a portion of the property (the "Parcel") currently owned by GTA in the City. The parties agree that they shall negotiate in good faith toward execution of the Definitive Agreement without any obligation of either party with respect to the terms of such agreement or the execution of such agreement, except as provided herein. The parties acknowledge and agree that the City may utilize the Urban Redevelopment Agency of Augusta (the "URA") to facilitate the borrowing of funds to construct the deck and in such event,the URA may be substituted for City as a party to the Definitive Agreement. The Definitive Agreement will include, but not be limited to the following specific terms and conditions: 1. Parties to the Definitive Agreement will be the City and GTA. The interest of the City in the Definitive Agreement may be assigned to the URA or URA may be a party to the Definitive Agreement;GTA reserves the right to assign the Definitive Agreement to another state entity. 2. GTA will cooperate with the City in the designation of the property and/or the Parcel as an urban redevelopment area. 3. The City agrees to enter into an installment purchase agreement with the URA for the acquisition of a parking deck(described below) by which the City will make interest and/or interest and principal payments sufficient to 1 Georgia Cyber Innovation and Training Center:Augusta Parking Deck Letter of Intent cover the debt service on $12 million in bonds to be issued by the URA. The net proceeds from the bonds is estimated to be approximately$11.5 million and will fund in whole or in part the construction of a three story parking facility with approximately 575 parking spaces (the "Deck"). The Deck will be designed (including facade design) and constructed in a manner consistent and/or complementary with the other City funded improvements located near the Parcel. 4. GTA will convey an estate for years (not to exceed twenty (20)years) in the Parcel to the URA prior to the issuance of the bonds to allow for the timely issuance of the bonds and construction of the Deck. Following the expiration or termination of the estate for years, title in the Parcel will revert to GTA. 5. The City agrees it will work in good faith to make funds available for the construction of the Deck on or about August 1, 2017. 6. GTA will construct the Deck on the Parcel. It is anticipated that construction of the Deck will be completed on or before July 10, 2018. 7. The City acknowledges that the Deck is a key component in the successful accomplishment of the several missions that will be conducted in the Center. 8. After satisfaction of the bonds, the URA will convey the Parcel and improvements to the City and the City will subsequently convey its estate for years in the Parcel, together with the Deck constructed thereon, back to GTA no later than two (2)years following the retirement of the bonds issued to fund the construction cost. The parties acknowledge that it is anticipated that the purchase agreement obligation (and subsequent satisfaction of the bonds) will be satisfied from a future SPLOST and at this point the parties cannot determine when such a SPLOST will be approved. 9. GTA, at its sole discretion, reserves the right to retire the City's or URA's indebtedness associated with the construction of the Deck early to facilitate termination of the estate for years prior to its normal expiration date. In addition, GTA would pay to the City the present value of the two years of revenue, as described in number eight above, in the event it exercises this option. The City and URA agree to work in good faith to facilitate such a Georgia Cyber Innovation and Training Center:Augusta Parking Deck Letter of Intent transaction. In the event that GTA elects to retire the debt early, GTA will pay all costs and fees associated with the early retirement, including but not limited to any redemption premiums, attorney fees, costs associated with establishing a sinking fund, any negative arbitrage costs, and any and all other costs and/or expenses related to the retiring of the debt before any call date. 10. GTA will manage the construction and procurement of the Deck and agrees that it will be responsible for any and all cost for such exceeding$11.5 million funding provided by the URA/City. GTA will include in any contracts for the construction of the Deck provisions encouraging the use of local contractors, local small businesses, and the local purchase of goods and services. 11. GTA will review with the City the design work and will provide the City frequent updates of its construction, schedule, and detail budget reviews. 12. GTA will pay all invoices associated with the construction of the Deck and the URA/City agrees to reimburse GTA for such cost within fifteen (15) business days of GTA properly submitting a request for reimbursement. 13. GTA agrees that all revenues generated by the Deck will be the property of the City until termination or expiration of the estate for years. It is anticipated that the revenues will be used for operational expenses and installment purchase payments (debt service payments) associated with the bonded indebtedness incurred for the building of the Deck or for other uses as determined by the City. 14. After the construction of the Deck, GTA agrees it will maintain the Deck and keep it in good working condition. Furthermore, GTA will be responsible for all expenses related to the day to day maintenance of the Deck including but not limited to the following expenses: striping, replacement and repair of lighting and light bulbs, periodic cleaning of the Deck, as well as the costs for electrical, water, and grounds keeping services. GTA will not be responsible for any: Deck management company fees; personnel costs; personnel office space equipment such as copiers, paper, toner, office cleaning, desks, uniforms, televisions, television cable service fees, or telecommunications 3 Georgia Cyber Innovation and Training Center:Augusta Parking Deck Letter of Intent costs. The City/URA will be responsible for any non-wear and tear repair including but not limited to the following causes: fire, natural disasters and acts of God, damage from automobile accidents, and vandalism. 15. Until the estate for years is terminated or expires„ the City agrees that it will be responsible for all expenses associated with managing and staffing the Deck operation including the collection of all revenues. 16. GTA agrees to lease a minimum of two hundred fifty (250) parking spaces at a cost of fifty dollars ($50) per space per month once the Deck is available for use. GTA may require that some of these spaces have signage for "reserved spaces"while the majority will be for open parking. Students of the Center will come and go at various times of the day for both day and night classes using and reusing these spaces. The City will provide GTA the City's then current monthly rate for a parking space, which GTA may lease additional spaces on a monthly basis at the normal rate so it can sublease and incorporate into a non-government tenant's building lease agreement if requested to do so by tenant and the City/URA agrees that it will honor the then current rate used in tenant's lease for the term of said lease; GTA may lease additional "government rate" spaces at the defined rate in the agreement. GTA and the City will work in good faith on establishing processes and procedures for Deck usage. If the bonds for the construction of the Deck are issued as tax-exempt, GTA to take such action as reasonably requested regarding the use of the Deck to prevent the bonds from losing their tax-exempt status. 17. GTA understands that the Deck will also be used for public paid parking in addition to parking for the Center. The City shall be free to charge the public and other non-governmental agency tenants of the Center its then current rate for hourly, daily and/or monthly parking. 18. The City agrees that GTA will likely need to meet certain requirements for the "secure building" of the Center and will install Deck surveillance equipment. All costs beyond what has been included in the Deck construction budget associated with the purchase and installation of said equipment shall be borne by GTA. Furthermore,the maintenance, repair, and replacement of the surveillance equipment shall be borne by GTA. 4 Georgia Cyber Innovation and Training Center:Augusta Parking Deck Letter of Intent Monitoring of the Deck will be as determined by GTA in its sole discretion. The City will have no obligation to monitor the Deck except in its normal providing of police services as it would for any similar facility. 19. The City will either self-insure or provide property and liability insurance coverage insuring the Deck and will designate GTA as a named additional insured. 20. Naming rights for the Deck shall be retained by GTA. In addition GTA reserves the right to approve any signage. 21. The terms outlined in this Letter of Intent express the intent of the parties and shall be superseded by the Definitive Agreement once executed by the parties. If the parties fail to execute the Definitive Agreement by June 15, 2017, then this Letter of Intent shall be null and void. [Balance of page intentionally left blank] 5 Georgia Cyber Innovation and Training Center:Augusta Parking Deck Letter of Intent This Zo t� day of June, 2017. Georgia TechnologyAuthority By: Calvin Rhodes Executive Director Augusta, Georgia By: AtM Its: Mayor e%/3/1? By4 - ()Itt . Cc It Administrator 6