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HomeMy WebLinkAboutCounty Board of Education of Richmond County and Augusta Georgia Augusta Richmond GA DOCUMENT NAME: LbtJ,vry '60.~lZ-\:) 0 {' E ~\)Cil"Tl ON Il {' (< lQ)-\"" ON b c..o 000 T Y A N'V AU~V~TA G-eoP-9'"(-\ DOCUMENT TYPE: A~ ~E.e m E,oV-r YEAR: ) Otq~ BOX NUMBER: 'lp FILE NUMBER: \ ~ 9 ~ g NUMBER OF PAGES: \ ~ . i '. '. .. AGREEMENT THIS AGREEMENT is made and entered into this J!J, day of ~~om~~, 1998, by and between the COUNTY BOARD OF EDUCATION OF RICHMOND COUNTY, GEORGIA (the "BOE") and AUGUSTA, GEORGIA ( "Augusta") . WHEREAS, BOE has identified a need for a physical education gymnasium at Garrett Elementary School; and WHEREAS, Augusta's Recreation and Parks Department has identified a need for a gymnasium at Augusta's Eisenhower Park located approximately 1/4 mile from Garrett Elementary School; and WHEREAS, BOE and Augusta have determined that it would be to the benefit of the taxpayers of Augusta for BOE and Augusta to jointly construct and operate a shared full-size gymnasium facility (the "Gym") on the premises of the Garrett Elementary School (the "Premises") under the terms and conditions of this Agreement. NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Construction of Gym. a. BOE and Augusta shall cause to be constructed a new, full-size gymnasium facility on the Premises, which facility shall contain the following minimum features: 1 .- i. 10,800 square feet of ground floor space to include: a. regulation-size basketball floor with goals b. activity room c. two (2) offices d. restrooms (men and women) e. concession room f. storage room g. bleachers with seating for 300 persons ii. 1400 square feet of mezzanine space to include: a. mechanical room b. storage room c. open deck with railing for overflow seating iii. Ceiling height of at least 20' throughout iv. HVAC all space under roof b. BOE shall be responsible for obtaining and administering all activities relating to contracting for construction of the Gym, including without limitation: (i) Advertising and obtaining proposals for design and construction from architects, engineers, contractors and other professionals as necessary; (ii) Analyzing said proposals and awarding contracts to the appropriate persons and/or entities (the "Construction Contracts"); and (iii) Administering all Construction Contracts made pursuant to this Agreement; PROVIDED, HOWEVER, that BOE shall 2 .. obtain the prior approval of Augusta for each activity conducted by BOE in connection with the above-referenced responsibility. c. Construction work shall proceed with due diligence until completed. d. Promptly upon completion of the Gym, Augusta shall reimburse BOE for one-half of all reasonable direct Construction Costs (as hereinafter defined) upon receipt from BOE of a detailed account of such costs of construction and expenses, plus costs of architectural and engineering fees previously paid by BOE. Augusta represents that it has budgeted $500,000 of Special Purpose Local option Sales Tax funds for the purpose of fulfilling its obligations under this paragraph. For purposes of this Paragraph, the terms "costs of construction and "Construction Costs" shall include: i. all sums paid by BOE for labor, materials, utili ties, equipment rental, permits and' services utilized or provided in the construction of the Gym pursuant to above- referenced plans and specifications; and ii. all sums paid by BOE for architectural and engineering services heretofore or hereafter provided in the design of said Gym or in connection with supervision of the construction of the same together with any and all other services reasonably required to be provided by the architect or engineer employed by BOE in connection with the construction of said Gym including specifically but not exclusively the solicitation and evaluation of bids for such construction and the obtaining of the necessary 3 .i certificate of occupancy; and iii. any other fees and expenses reasonably required to be paid by BOE in connection with the completion of construction of said Gym. Augusta's one-half share of all said Construction Costs, inclusive of interest and any and all contingencies, shall not exceed $500,000.00 without the mutual written consent of the parties hereto. In the event that BOE in good faith concludes that the cost of construction will exceed $1,000,000.00, such that Augusta's one-half share of said costs would exceed $500,000.00, the parties hereto shall confer with the architect and agree upon reasonable modifications to the plans and specifications which will reduce the Construction Costs so as to not exceed such maximum limit set forth herein without unreasonably restricting the ability of the parties to construct and utilize said Gym for the purposes intended. 2. Title to the Gvm. At the completion of construction of the Gym, BOE shall possess fee simple title to the Gym, subject to Augusta's reversionary rights outlined in section 9 herein. 3. Operation and Maintenance of Gvm. a. BOE shall pay all charges for electricity, gas, water, telephone, sewer service, sewer treatment, telephone and any other communication or utility service used in or rendered or supplied to the Gym throughout the term of this Agreement. All accounts for said services shall be in the name of BOE. Augusta agrees to reimburse BOE for one-half of said charges, under the 4 arrangement set forth in subsection (f) below. b. BOE shall be solely responsible for repairing and maintaining both the exterior and interior premises of the Gym, including without limitation the grounds surrounding the Gym and the parking area for the Gym. In connection with this responsibility, the parties agree as follows: i. Augusta agrees to reimburse BOE for one-half of sums expended by BOE for repair(s) referenced herein, under the arrangement set forth in subsection (f) below. ii. BOE shall hire one (1) full-time maintenance worker whose sole responsibility shall be maintenance of the Gym. The mutually agreed-upon salary for said worker, including benefits, shall be paid by BOE. Augusta agrees to reimburse BOE for one-half of said sum, under the arrangement set forth in subsection (f) below. ii. BOE shall be responsible for supplying all necessary janitorial and maintenance supplies for the Gym to the maintenance worker referenced above on an as-needed basis. Augusta agrees to reimburse BOE for one-half of said charges, under the arrangement set forth in subsection (f) below. d. Neither party may, without the prior written consent of the other party, make any alterations, changes or additions, structural or otherwise, in or upon any part of the Gym. The foregoing shall also apply to any exterior signs, notices, placement of machinery or equipment either attached or placed outside of the Gym. 5 party's party. e. Staff, equipment and supply costs incidental to each use of the Gym shall be the sole responsibility of that f. BOE shall be responsible for making all payments for charges referred to in subsections (a) through (d) of this section 2. No later than December 31 of each year, BOE shall provide Augusta with copies of invoices, statements and/or receipts for said charges. Augusta shall make payment to BOE of one-half of said charges no later than January 20 of the following year. 4. Use of the Gvm. a. The parties hereby agree that each may use the Gym solely for the purposes of providing physical education, recreation or similar activities and/or programs, and for no other purpose. b. BOE shall have primary use of the Gym during the hours of 7:00 A.M. to 3:00 P. M. on each day on which the Garrett School is in session, or such other hours as are scheduled for a regular school day. c. Augusta shall have primary use of the Gym during the hours of 3:00 P. M. (or such other time as school may let out on a regular school day) until closing on Monday through Friday, on all weekends, and on any day on which the Garrett School is not in session. Augusta, to the extent possible, agrees to schedule use of the Gym, other than for its "After School Program," such that Augusta's use of same shall not begin until at least fifteen (15) minutes after regular school hours. d. Either party shall be entitled to use the Gym at any 6 " time during which the other party has primary use of the Gym, provided that said use is requested at least 24 hours in advance and is agreed to by the party with primary use. 5. Insurance: a. BOE shall provide, either through an independent policy or by adding the Gym to an existing policy, and shall maintain in effect during the term of this Agreement, policies of insurance written by a company or companies qualified to do business in the state of Georgia, providing insurance coverage against fire and extended coverage to the Gym and any and all alterations, modifications, and improvements made to the Gym, which policies shall each be in an amount equal and sufficient to cover the value of the Gym and any alterations, modifications and improvements. The parties agree that said insurance coverage shall be increased in an amount equal and sufficient to cover the value of any additional alterations, modifications or improvements to the Gym, in the event additional alterations, modifications or improvements are made during the term of this Agreement. All policies providing insurance coverage required to be maintained by BOE hereunder shall list Augusta, Georgia, the Augusta-Richmond County Commission, BOE and their officers, agents, members, representatives, employees and successors as named insureds, as their interests may appear, and shall be issued by an insurance carrier or carriers licensed to do business in the state of Georgia and reasonably acceptable to Augusta. All such policies shall provide that no act or omission of BOE or its agents, 7 servants, or employees shall in any way invalidate any insurance coverage for the other named insureds. No insurance policy providing any insurance coverage required to be provided by BOE hereunder shall be cancelable without at least 15 days advance wri tten notice to Augusta. All insurance policies required hereunder, or duplicate copies thereof, shall be provided to Augusta by BOE. BOE shall be responsible for making all payments for premiums for insurance referenced in this section. No later than December 31 of each year, BOE shall provide Augusta with copies of invoices, statements and/or receipts for said premium charges. Augusta shall make payment to BOE of one-half of said charges no later than January 20 of the following year. BOE shall also furnish builders risk insurance during the period of construction, as provided in Paragraph 1 hereof, which shall insure the contractor, BOE and Augusta, as their interests may appear. No later than December 31 of each year, BOE shall provide Augusta with copies of invoices, statements and/or receipts for the premium for said builders risk insurance, and Augusta shall make payment to BOE of one-half of said charges no later than January 20 of the following year. The f ire and extended coverage insurance (other than the builder's risk insurance) shall be in an amount not less than the construction costs incurred pursuant to Paragraph 1 hereof. If the Gym shall be damaged or destroyed by fire or other casualty, the same shall be repaired or replaced utilizing the 8 proceeds of the insurance coverage required to be maintained by BOE under the terms of this Agreement. In the event BOE and Augusta mutually determine that it is not feasible to repair or replace the Gym, Augusta shall have the right to terminate this Agreement, and, upon submission by BOE of invoices, statements and/or receipts for any outstanding charges toward which Augusta is required to contribute under this Agreement, Augusta shall provide payment for such charges to BOE within 30 days of receipt of such invoices, statements and/or receipts. Nothing herein shall be construed as requiring BOE to purchase general liability insurance, and the parties agree, should BOE purchase liability insurance, it is not waiving it sovereign immunity, or other immunity which it or its officials and employees may have, and nothing herein shall be construed as a waiver of such immunity. 6. Assignments. Neither party shall, without the prior written consent of the other, assign this Agreement or any interest or obligation thereunder, sublet the Gym or any part thereof or permit the use of the Gym by any other party. Any consent to one assignment or sublease shall not destroy or waive this provision, and all later assignments and subleases shall likewise be made only upon prior written consent of the other party as required herein. Subtenants or assignees of one party shall become liable directly to the other party for all obligations of the subletting or assigning party, without relieving the liability of the subletting or assigning party. 9 7. Default. It is understood between the parties hereto that in the event of default by either of the parties during the term of this Agreement, the other party shall have the right \ forthwith to give notice 'thereof to the party in default, same to be in writing, and if such condition of default is not removed and restored within ten (10) days after receipt of such notice, then the other party shall forthwith have the option of declaring this Agreement in default and proceeding to enforce their rights in accordance with the law. 8. Ouiet Eniovment. Inqress and Eqress. Each party covenants and warrants to the other that, so long as all duties and obligations herein agreed to be performed by that other party are being so performed, that other party shall peaceably and quietly have, hold and occupy and use Gym during their period of primary use, or during a period of agreed-upon use. 9. Term: Termination. This Agreement shall be for a term of fifty (50) years unless earlier terminated as provided herein. In the event this Agreement is terminated by BOE, BOE hereby agrees to purchase Augusta's interest in the Gym by paying to Augusta an amount equal to one-half of the fair market value of the Gym property as of the effective date of termination by BOE. In the event this Agreement is terminated by Augusta, BOE shall have the option of purchasing Augusta's interest for an amount equal to one-half of the then fair market value of the Gym and the property on which it is located, or conveying to Augusta a reversionary interest consisting of a one- 10 half undivided interest in the Gym and the property on which it is located. The terms and conditions of this reversionary interest are that the Gym is to be used exclusively as an education and recreational gymnasium as provided herein. Should such use be discontinued at any time following such termination, then such discontinuance of use shall result in Augusta's owning a one-half, or 50%, undivided interest in the Gym and the property on which it is located. 10. Miscellaneous. a. Notices. All notices, demands, and requests which mayor are required to be given by either party to the other shall be in writing and shall be deemed to have been properly given when sent postage pre-paid by registered or certified mail (with return receipt requested) addressed as follows: If intended for BOE: Dr. Charles Larke, Superintendent 2083 Heckle Street Augusta, Georgia 30904 If intended for Augusta: Charles R. Oliver, Administrator Eighth Floor, Municipal Bldg (11) 530 Greene Street Augusta, Georgia 30911 Either party may change the address and name of addressee to which subsequent notices are to be sent by notice to the other given as aforesaid. b. Covenants Bind and Benefit Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors 11 '. -. ,. .. and permitted assigns; provided, however, that no one shall have any benefit or acquire any rights under this Agreement pursuant to any conveyance, transfer, or assignment in violation of any of its provisions. c. Governing Law. This Agreement shall be governed by and construed according to the laws of the state of Georgia. d. Entire Agreement. This Agreement contains the entire agreement of the parties, and no representations, inducements, promises or agreements, oral or otherwise, between the parties not embodied herein shall be of any force or effect. No failure of either party to exercise any power given it hereunder, or to insist upon strict compliance by either party of any obligations hereunder, and no custom or practice of the parties at variance with the terms hereof shall constitute a waiver of either party's right to demand exact compliance with the terms hereof. IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed, the day and year first above written. AUGUSTA, ~ . \:~ By: Attest:~~ As I s Clerk Attest: COUNTY BOARD OF EDUCATION :::RIC~UNT~ Its Chairman ~~/ As Its ere ary 12