City of Canton, DDA TAD Project 1006 IGA 07.15.2025.pdf

INTERGOVERNMENTAL AGREEMENT

STATE OF GEORGIA

COUNTY OF CHEROKEE PROJECT 1006

This INTERGOVERNMENTAL AGREEMENT (hereinafter is entered into this lscHday of 3/! , 2025 by and between CHEROKEE COUNTY

GEORGIA a political subdivrsion of the State of Georgia, acting by and through its governing authority, the Cherokee County Board of Commissioners (hereinafter the CITY OF

CANTON GEORGIA, a municipal corporation, acting by and through its governing authority, the Mayor and City of Canton City Council (hereinafter and the DOWNTOWN

DEVELOPMENT AUTHORITY OF THE CITY OF CANTON GEORGIA a local authority created pursuant to O.C.G.A. 36-42-1 (hereinafter with each said entities existing under the laws of the State of Georgia (with each entity collectively being referred as

WHEREAS, County is the owner of certain real property located at 90 North Street, Canton, Georgia 30114, with said property being further in the records of the Cherokee

County, Georgia Tax Office as Parcel 9lN15052A, which being the location of the

Frank C. Mills III Building (hereinafter the Cherokee County Justice Center); and

WHEREAS, DDA is the owner of certain real property located at 10 North Street, Canton, Georgia 30114, with said property being further identified in the records of the Cherokee

County, Georgia Tax as Parcel 9lN1505 8, which currently houses a commercial building; and

WHEREAS, DDA is the owner of certain real properties located at 300 North Street, Canton, Georgia 30114, with said properties being further in the records of the

Cherokee County, Georgia Tax as Parcels 9lN15056, and

91N15057; and

WHEREAS, the County, the City, and DDA desire to work collaboratively in order to expand the Cherokee County Justice Center, as well as construct a parking deck and other commercially available structures, in the downtown Canton area and also known as TAD Project

1006 (hereinafter and to the community; and

WHEREAS, as such, this Agreement shall memorialize the responsibilities and duties of the Parties in order to achieve such. effect.

NOW, THEREFORE, in consideration of the foregoing recitals, the Parties hereto do hereby agree as follows:

TAD Project 1006

Mixed-Use Development

Cherokee County Justice Campus

Justice Center Expansion

Shared Parking Structure

Exhibit A

The entire development including site infrastructure, buildings, parking, etc. by the Parties. (hereinafter the

Proposed. commercial structures to include, but not limited to a Hotel, Retail Space, Housing Units, Pocket

Parks and Public Space, and associated parking within a site area owned, or under contract by the DDA/ City

(hereinafter the

Frank C Mills 111 Building 94 North

(former Arts Center), the Historic Courthouse, Surface

Parking and Parking Structure within a site area owned by the County.

Proposed addition to the Mills Building (at North Street) and its associated parking, as well as additional parking required by proposed interior renovations to the Mills

Building within a site area owned by the County and within a portion of a parcel owned by the DDA/City. (hereinafter the

A new parking structure that will serve the Project within a site area that includes property owned, or under contract by the DDA/City and a portion of a parcel owned by the

County (hereinafter the Parking The projected minimum parking need is 600 spaces.

North Street Project Intergovernmental Agreement Exhibits and Narrative dated May 12, 2025, to illustrate the intent and memorialize the genesis of the concept while summarizing the basic tenets.

l. The Parties agree to collaborate and work to ensure that the Project is effectively designed and constructed. Furthermore, the Parties agree to:

a. Participate jointly to master plan both present and future phases of the Project to include the Justice Center Expansion as illustrated in Exhibit A and the Mixed-

Use Development envisioned by the DDA/ City. Such master plan to include at a minimum:

i. A conceptual site plan identifying the overall site layout, grading strategy, utilities, state waters, streets, drives, parking, building footprints, areas, and number of stories.

ii. Conceptual building mass models (virtual or physical) and building elevations to illustrate preferred architectural styles/features commensurate with the vision for downtown.

iii. Prepare comprehensive cost models for their respective scopes of work within the Project, in coordination with collaboration by all Parties.

b. Conduct due diligence for their own properties and participate jointly in due diligence for property to be utilized for the New Parking Deck and/or other components identified and agreed upon to be a shared use. Due diligence may include environmental testing, boundary surveys, topographical surveys, geotechnical testing, and any other due diligence tasks, as required in furtherance of the Project.

c. Provide access to property owned by the Parties, as necessary to complete the

Project.

d. Participate jointly with the Parties to develop funding mechanisms and identify development roles and responsibilities, including a pledge of Special Purpose

Local Option Sales Tax proceeds approved by the voters of the County for the funding of expansion of the Justice Center Expansion.

e. Seek to collaborative select and individually contract with a common

Construction Manager at Risk (CMAR) to construct each respective scopes of work within the Project.

Intergovernmental Agreement Exhibits and Narrative dated May 12, 2025, for additional details regarding scope and intent.

County Responsibilities

a. Release easements within the existing parcels owned by the DDA/ City at 300 North

Street, Canton, Georgia 30114 with said property being further in the records of the Cherokee County, Georgia Tax as Parcels

91N15053, 91N15056, and 91N15057 and transfer a portion of the parcel owned by the County at 90 North Street, Canton, Georgia 30114 with said property being further in the records of the Cherokee County, Georgia Tax as Parcel 91N15052A to the City, in furtherance of the Project. Transfer is estimated at 6.25 acres, to be through the design process and subsequently. See Exhibit B.

Utilize the North Street frontage of the existing parcel owned by the County at 90

North Street, Canton, Georgia 30114 with said property being further in the records of the Cherokee County, Georgia Tax as Parcel

91N15052A, in furtherance of the Project. Furthermore, the DDA/City will hold approval of the facade design of the parcel frontage along North Street as part of the Justice Center Expansion.

Utilize portions of the existing parcel not transferred by the County at Parcel

91N15052A, in furtherance of the New Parking Deck required for the Justice

Center Expansion and proposed Use Development.

Participate in the selection and collaborate with a civil engineer to be contracted by the DDA, who will provide the design and engineering services necessary to effectively construct the Project which includes the site design for the

Justice Center Expansion, New Parking Deck and Mixed- Use Development proposed by the DDA/City. The County reserves the right to contract with an additional civil engineer for peer review of the Justice Annex and/or New Parking

Deck in furtherance of the expansion of the Cherokee County Justice Center.

Provide all necessary reviews, permits and inspections of the Justice Annex.

f. Design or cause to be designed. a new Justice Annex as described in the Cherokee

County, Georgia Justice Center Space Needs Assessment prepared by the National

Center for State Courts (NCSC), dated February 21, 2025. The selection of a design professional and associated costs of the design and engineering of the Justice Annex building shall be borne solely by the County.

g. Whereas the County must utilize a competitive selection process, the County will lead the selection of a Construction Manager at Risk (CMAR) to execute the construction of the Project and. all Parties will seek to contract individually and directly with the selected CMAR for their respective scopes of work within the

Project. The selection committee will include representation from the Parties to include the County and City Managers; County General Services Agency Director, County Capital Projects Program Manager, Chair of the DDA, and the Assistant

City Manager.

3. City Responsibilities '

a. Support the transfer a portion of the parcel owned by the DDA/City at 300 North

Street, Canton, Georgia 30114 with said property being further in the records of the Cherokee County, Georgia Tax Office as Parcel

91N15 053, to the County in furtherance of the Justice Center Expansion. Transfer is estimated at 1.1 acres, to be confirmed through the design process and codified subsequently. See Exhibit A.

b. Support the utilization of portions of the existing parcels owned by the DDA/City at 300 North Street, Canton, Georgia 30114 with said property being further identified in the records of the Cherokee County, Georgia Tax Office as

Parcels 91N15053, 91N15056, and 91N15057, in furtherance of the New Parking

Deck required for the Justice Center Expansion and proposed Use

Development.

c. Participate in the selection and collaborate with a civil engineer contracted by the DDA, who will provide the design and engineering services necessary to effectively construct the Project which includes the site design for the Justice

Center Expansion, New Parking Deck and Use Development proposed by the DDA/City.

d. Provide all necessary reviews, permits and inspections of the Project, to include the

New Parking Deck, and exclude the Justice Center Annex.

e. Provide legal and assistance to structure the Project development to the

DDA.

f. Execute a reimbursement resolution of the City to reimburse any project costs borne prior to debt service.

4. DDA Responsibilities

a. Transfer a portion of the parcel owned by the DDA/City at 300 North Street, Canton, Georgia 30114 with said property being further in the records of the Cherokee County, Georgia Tax as Parcel 91N15053, to the

County in furtherance of the Justice Center Expansion. Transfer is estimated at 1.1 acres, to be through the design process and subsequently. See

Exhibit A.

b. Utilize the existing parcels owned by the DDA/City at 300 North Street, Canton, Georgia 30114 with said property being further in the records of the

Cherokee County, Georgia Tax as Parcels 91N15053, 91N15056, and 91N15057, in furtherance of the New Parking Deck requiredfor the Justice

Center Expansion and proposed Use Development.

0. Offer the County the right of refusal to purchase additional property from the

DDA for future expansion of the Cherokee County Justice Campus beyond the needs as described in the Cherokee County, Georgia Justice Center Space Needs

Assessment prepared by the National Center for State Courts (NCSC), dated

February 21, 2025.

d. Contract with a civil engineer, with review and approval by the County, to provide the design and engineering services necessary to effectively construct the site utilities and infrastructure for the Project which includes the Justice Center

Expansion, New Parking Deck and Use Development proposed by the

DDA/City.

e. Design, or cause to be designed, the New Parking Deck. with review and approval by the County. The County recommends consideration of a design/build delivery method as it is believed to be the most cost-effective approach based on the current proposed location (beyond North Street) which would not require the design of an architectural facade.

Will assist the County in funding a yet-to-be-determined portion of the Justice

Annex above what SPLOST funding can deliver. There will be a clear division between the structures, including separate building systems, such that the DDA can maintain and lease this portion of the building separately, until such time as the

County requires it for their projected growth with a purchase price and transfer agreement. The exact size and estimated value cannot be fully determined until schematic design by a design professional and cost modeling by a

Construction Manager at Risk (CMAR) are completed.

Participate jointly with the Parties to develop funding mechanisms, secure any necessary debt vehicles, and ensure that all payments on the project are made in accordance with contracts for the execution of the Project.

Participate jointly with the Parties to design a master management plan for the

Project to include maintenance, the division of such Mixed-Use Development condominiums for future ownership changes, and restrictions necessary by covenants. The master management plan will define the percentage of responsibility for maintenance, repair and upkeep for the number of parking spaces that will ultimately be designated for their use. Should the DDA/City choose to charge for parking in the present, or the future, revenue generated by the percentage of space designated for their use would be held in a fund to cover the portion of maintenance, repair and upkeep. The County reserves "the right to request the return of excess funds for other uses.

Provide monthly updates of the project execution to all Parties, including any distribution of receipts and invoices made payable to the project.

5. Term of Agreement. This Agreement shall have an effective date of as shown above and

6.

the initial term of said Agreement shall run until December 31, 2026, or until all the responsibilities of the Parties have been completed, whichever shall occur

Entire Agreement. The Parties acknowledge that this Agreement sets forth the entire

Agreement and understanding between the Parties. The Parties that the only consideration for their agreement to execute, and their execution of the Agreement, are the

7.

10.

terms as stated herein, and that there are no other promises or agreement of any kind which have caused them to execute this Agreement. This Agreement and the covenants and conditions contained herein shall be binding upon and in use to the of each of the

Parties hereto and their respective successors, assigns and successors in title. The Parties further acknowledge that they fully understand the meaning and intent of this Agreement, including but not limited to its binding effect.

Force Majeure. Neither Party shall be liable for any loss or damage suffered by the other

Party, directly or indirectly, as a result of the failure to perform, or delay in performing, any of its obligations contained in this Agreement (except any obligations to make payments hereunder), where such failure or delay is caused by circumstances beyond the control or which makes performance commercially impracticable, including but not limited to storm or other natural disaster, explosion, accident, war, riot, civil disorder, government regulations or restrictions of any kind or any acts of any government, judicial action, power failure, acts of God or other natural circumstances.

Choice of Law/Venue. This Agreement shall be governed by the laws of the State of

Georgia. The Parties agree that jurisdiction and venue for any dispute arising under this

Agreement shall be in any court of competent jurisdiction located in Cherokee County, Georgia.

Severability. Should any part of this Agreement be invalidated or otherwise rendered null and void, the remainder of this Agreement shall remain in full force and effect.

Amendments. This Agreement may be amended at any time by the written, signed consent of all the Parties.

[this portion intentionally left blank; signature page to follow]

IN WITNESS WHEREOF, the Parties have caused their duly authorized to hereunto set their hands and their respective seals as of the day and year first above written.

APPROVED by the Cherokee County Board of Commissioners this [Sign gfulgf ,2025.

Si ned On Behalf of Cherokee Count Geor ia:

By: //1- AYB Jo sro ,Charrnian

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Attest: A. L A ' CHRISTY BL County Clerk

APPROVED by the City of Canton City Council this 3 dayof ,2025.

Si ned On Behalf of Cit of Canton Geor ia:

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Si ned On Behalf of Downtown Develo ment Authori of the Cit of Canton Geor ia:

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5/12/2024 | Page 1 of 1

Initial Concept – April 16, 2024

This drawing is the concept discussed at multiple meetings between the City of Canton and Cherokee County beginning in April 2024 when the Bray Property was the proposed site for a hotel and parking deck and the County was exploring the possibility of extending the Justice Center along North Street. In this concept, the City and County would collaborate on a parking deck to be used for both projects’ parking needs.

Canton DDA-County Concept – May 12, 2025

With the purchase of the North Street Apartments and adjacent property to the east by the Canton DDA, and the City’s recent exploration of a vision for the redevelopment of North Street, this drawing seeks to illustrate the County’s space needs based on the Justice Center Space Needs Assessment by the National Center for State Courts in February 2025 as well as in-house planning by the County’s General Services Agency since February 2024.

CANTON DDA

The DDA will select and contract with an Architect to design and engineer a parking deck (to include the County’s parking needs) and their buildings, in their entirety, to accomplish the vision and goals.

The DDA will select and contract with a civil engineer to design and engineer the site limits as shown on the exhibit and will coordinate with the County’s Architect to integrate the Courthouse Annex building into the overall design of the site. The County may choose to engage a peer review civil engineer.

The County will assist the DDA in funding the

Courthouse Annex parking provided by the deck. The

County will assist in the maintenance and repair of their portion as a percentage. Should the DDA choose to charge for parking, the revenue created by the County’s percentage would be held in a fund for the County’s portion of maintenance and repairs.

The DDA will transfer approximately 1.1 acres to the County for the Courthouse Annex. See Justice Campus Concept - Land Swap Exhibit 12May25.pdf.

CHEROKEE COUNTY

The County will select and contract with an Architect to design and engineer the Courthouse Annex building in its entirety to reflect their projected needs in 2044, to include high level planning for any future buildings beyond 2044.

The North Street Façade of the Courthouse Annex will be designed by the County’s Architect in collaboration with the DDA’s Architect to reflect the City’s vision for North Street.

The DDA will assist the County in funding a yet-to-be-determined portion of the Courthouse Annex Building Project above what SPLOST funding can deliver. There will be a clear division between the structures, including separate building systems, such that the DDA can maintain and lease this portion of the building separately, until such time as the County requires it for their projected growth.

The County will transfer approximately 6.25 acres to the DDA and release any easements within the mixed-use area owned by the DDA. See Justice Campus Concept - Land Swap Exhibit 12May25.pdf

The County and Canton DDA will seek to collaboratively select a single CM@R, with each party contracting for their respective scopes of work.

North Street Project Intergovernmental Agreement Exhibit Narrative

0 400200 Feet ksgordon Rectangle Sketch to Scale 33,149.99 sf ksgordon Rectangle Sketch to Scale 33,000.01 sf ksgordon Ellipse Sketch to Scale

420.56 sf ksgordon Text Box Courthouse Annex 325'x102' 120,000 - 140,000sf ksgordon Text Box Shared Parking Deck 275'x120' 231,000sf / 600 cars plus Hotel needs ksgordon Text Box ksgordon Text Box Approximate Stream Head Location ksgordon Rectangle Sketch to Scale 1,053.53 sf ksgordon Text Box Security ksgordon Polygon ksgordon Text Box Hotel Site ksgordon Line ksgordon Text Box

FACADE TO BE DESIGNED IN COLLABORATION WITH THE CITY OF CANTON

ksgordon Text Box Initial Concept - April 16, 2024 ksgordon Polygon ksgordon Rectangle ksgordon Text Box Legend ksgordon Text Box All information, including dimensions, areas and property lines are estimated/preliminary.

ksgordon Rectangle Mixed Use ksgordon Rectangle Mixed Use ksgordon Text Box Owned by County ksgordon Text Box Owned by City ksgordon Polygon ksgordon Rectangle Mixed Use ksgordon Text Box Owned by Others ksgordon Text Box

NORTH STREET

ksgordon Polygon ksgordon Polygon ksgordon Polygon ksgordon Rectangle Sketch to Scale 33,149.99 sf ksgordon Ellipse Sketch to Scale

420.56 sf ksgordon Text Box Approximate Stream Head Location ksgordon Rectangle Sketch to Scale

977.71 sf ksgordon Text Box Security ksgordon Line ksgordon Text Box

FACADE DESIGN TO BE APPROVED BY DDA

ksgordon Rectangle Sketch to Scale 32,999.98 sf ksgordon Text Box Parking Deck 275'x120' 231,000sf / 600 cars plus Mixed Use Needs ksgordon Text Box ksgordon Text Box Canton DDA-County JV Concept - May 12, 2025 ksgordon PolyLine ksgordon Length Measurement 25'-0" ksgordon Polygon ksgordon Rectangle ksgordon Text Box Legend ksgordon Rectangle Mixed Use ksgordon Rectangle Mixed Use ksgordon Text Box All A+E by County - Owned by County ksgordon Text Box All A+E by DDA - Owned by DDA ksgordon Line ksgordon Line ksgordon Text Box New Property Boundary ksgordon PolyLine ksgordon Line ksgordon Text Box Layout Approval by County ksgordon Line ksgordon Text Box Facade Design Approval by DDA ksgordon Text Box Site Engineering Limits by DDA Civil PE in coordination with County A+E.

ksgordon Text Box Construction Area Limits under a single CM@R, selected collaboratively by the DDA/County, with each party contracting for their scopes of work.

ksgordon Text Box Potential for Future Building 20,000sf footprint ksgordon Polygon ksgordon Text Box

DDA

LEASE

SPACE

(TBD)

ksgordon Text Box

EXISTING

JUSTICE CAMPUS

ksgordon Text Box All information, including dimensions, areas and property lines are estimated/preliminary.

ksgordon Polygon ksgordon Rectangle Mixed Use ksgordon Text Box All A+E by County (in coord. w/others) ksgordon Polygon ksgordon Text Box Proposed Additional Surface Parking (In design) ksgordon Text Box

PROPOSED

MIXED USE

ksgordon Text Box Courthouse Annex 325'x102' 133,000sf ksgordon Text Box Additional Surface Parking (In design) ksgordon Text Box

HISTORIC

COURT HOUSE

ksgordon Text Box North Street ksgordon Text Box Existing Surface Parking ksgordon Text Box Existing Parking Deck ksgordon ksgordon Polygon ksgordon Polygon ksgordon Polygon ksgordon Polygon ksgordon Ellipse Sketch to Scale

420.56 sf ksgordon Text Box Approximate Stream Head Location ksgordon Text Box ksgordon Text Box Canton DDA-County Land Swap - May 12, 2025 ksgordon PolyLine ksgordon Text Box County Property Transfer to DDA

6.25 acres ksgordon Rectangle ksgordon Text Box Legend ksgordon PolyLine ksgordon Polygon ksgordon Text Box All information, including dimensions, areas and property lines are estimated/preliminary.

ksgordon Polygon ksgordon Text Box DDA Property Transfer to County

1.1 acres ksgordon Rectangle Mixed Use ksgordon Rectangle Mixed Use ksgordon Text Box Owned by County ksgordon Text Box Owned by DDA ksgordon Line ksgordon Text Box Proposed New Canton DDA Property Boundary ksgordon Line ksgordon Text Box Proposed New County Property Boundary ksgordon