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HomeMy WebLinkAboutEast Central Georgia Regional Library Augusta Richmond GA DOCUMENT NAME: [oS -l Ce.I-tt.rO- \ G C!2>Jo.1.-JClno..\ L br-o.r,! DOCUMENT TYPE: A.,-. 0,", I o een^' e, ,t YEAR: 02- BOX NUMBER: I q FILE NUMBER: 109 l Co NUMBER OF PAGES: 'll . 0TJ ~ ~ "...' - AGREEMENT THIS AGREEl\1ENT i's made and entered into thi~ day of ~"1It!Lf 2002, by and between the EAST CENTRAL GEORGIA REGIONAL LIBRARY, a duly organized political subdivision existing under the laws of the State of Georgia, pursuant to a.c.G.A. S 20-5-40 (hereinafter "Library"), and AUGUSTA, GEORGIA, a political subdivision of the State of Georgia (hereinafter "Augusta"). WHEREAS, Augusta's Recreation and Parks Department has identified a need for a recreation center to be located at Augusta's Diamond Lakes property; and WHEREAS, the Augusta Richmond County Library Board of Trustees at its January 22,2001 meeting voted to "use Diamond Lakes property as the location for the Augusta South Branch in partnership with the Recreation Department as a combined facility"; and WHEREAS, Library and Augusta have determined that it would be to the benefit of the taxpayers of Augusta for the Library and Augusta to jointly construct and operate a shared library/recreation center at Diamond Lakes (hereinafter "Joint Facility") tmder the terms and conditions of this Agreement; and WHEREAS, representatives of the Library have met with the engineering and architectural timls previously selected by Augusta's Recreation Department for work at Diamond Lakes and found them satisfactory; and WHEREAS, it is necessary for the Library and Augusta in order to finance, tonstru~t, and operate a Joint Facility, to define the limits and responsibil.ities of the parties as it relates to financing, construction and operation; .. " NOW, THEREFORE, for and in consideration ohhe 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. Funding of Joint Facilitv. The Special Purpose Local Option Sales Tax (SPLOST), Phase IV monies, approved by referendum in September 2000 and allotted by the Augusta-Richmond County Commission and Phase III SPLOST monies that are to be available to the two parties for construction of the Joint Facility are as follows: YEAR LIBRARY RECREATION 2001 $ 700,000 $ 30,000 (Carry Over for Phase III) .2002 $1,625,000 $ 97,000 2003 $3,492,000 TOTAL $2,325,000 $3,619,000 2. Representatives. The Director of the Library and the Director of Recreation and Parks shall each designate a representative to act, or act themselves, on behalf of the parties during all phases of planning and construction of the project. Each party shall be included in all negotiations and planning of the project. 3. Site Selection. The site selected and any and all architectural plans and related costs must be approved by both parties. 4. Construction Costs. (a) "Cost of Construction" and "Construction Costs" shall include: 2 r (i) All sums paid for labor, materials, utilities, equipment rental, permits and services utilized or provided in the construction of the Joint Facility pursuant to this Agreement; and (ii) All sums paid for architectural and engineering services heretofore or hereafter provided in the design of said Joint Facility and 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 Augusta in connection with the construction of said Joint Facility, including specifically but not exclusively, the solicitation and evaluation of bids for such construction and the obtaining of the necessary certificate of occupancy; and (iii) Any other fees and expenses reasonably required to be paid by Augusta in . connection with the completion of construction of said Joint Facility. (b) In the event that the Costs of Construction exceed the sum set forth in paragraph.! above, the parties hereto shall confer 'Yith 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 for the Library and Augusta, respectively, without unreasonably restricting the.ability ofthe parties to construct and utilize said Joint Facility for the purposes intended. (c) Construction work shall proceed with due diligence until completed. 5. Construction Cost Allocation. Construction Costs shall be borne by each ,entity as determined by the architect from information submitted by the contractor, and agreed upon by each party's representative, as follows: Architectural and Engineering Fees To be shared proportionate to the dedicated building space of each party. 3 . i. Dedicated building space: Square footage costs of each party. Mechanical systems: Percentage and cost for each party. Common (jointly used) building space: To be shared on a 50/50 basis by each party. Site work: To be shared proportionate to the dedicated building space of each party. Common Exterior Signage: To be shared on a 50/50 basis. Any other shared cost not outlined above may be agreed upon as needed. 6.. Payment. As Library monies are available for expenditure earlier than the majority of Recreation Department monies, it is anticipated that a greater proportion of the earlier joint costs, including architectural and engineering costs, will come out of Library monies. To balance this, a correspondingly larger proportion of the actual construction cost will come from Recreation Department monies, so that when the project is complete, final cost borne will reflect the division set forth in paragraph 5 above. 7. Contract Administration. Augusta shall be responsible for obtaining and administering aU activities relating to contracting for construction of the Joint Facility, including without limitation: (i) 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 4 ". , . (iii) Administering all Construction Contracts made pursuant to this Agreement; PROVIDED, HOWEVER, that Augusta shall obtain the prior approval of Library for each activity conducted by Augusta in connection with the above-referenced responsibilities. 8. Title to the Joint Facilitv. At the completion of construction of the Joint Facility; Augusta shall process fee simple title to the Joint Facility, 9. Operation and Maintenance of the Joint Facilitv. (a) Augusta shall pay all charges for electricity, gas, water, sewer serVIce, sewer treatment, or utility service used in or rendered or supplied to the Joint Facility throughout the term ofthis Agreement. All accounts for said services shall be in the name of Augusta. Library agrees to reimburse Augusta for a percentage of said charges, under the arrangements set forth in subsection (f) below, and computed based upon each party's percentage of the dedicated building space and shared common space. (b) Augusta shall be solely responsible for repairing and maintaining both the exterior and interior premises of the Joint Facility, including without limitation the grounds the parking area for the Joint Facility. Library agrees to reimburse Augusta for thirty-five percent (35%) of the sums expended by Augusta for repair(s) and maintenance referenced herein, under the arrangements set forth in subsection (f) below. Augusta shall be responsible for supplying all necessary janitorial and maintenance service and supplies for the Joint Facility. The Library agrees to reimburse Augusta for one-half of said charges, under the arrangements set forth in subsection (f) below. (e) 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 5 Joint Facility. The faregoing shall also. apply to. any exteriar signs, natices, placement af machinery ar equipment either attached ar placed autside of the Joint Facility. (d) Staff, equipment and supply casts, as well as any casts that are specific to each party, including telephane and ather cammunication costs and any ather costs incidental to. each party's use afthe Jaint Facility, shall be the sale respansibility afthat party. (e) In the event that either party's dedicated space is damaged by burglary, vandalism, or other casualty far which such damage is not covered under any casualty policy issued, the repairs far same shall be the sale responsibility afthe party whase dedicated space was damaged. In the event that camman space is damaged, the parties shall share equally in the costs af repairs to. such camman area. (f) Augusta shall berespansible far making all payments far charges refelTed to. in subsections (a) and (b) of this paragraph. No. later than December 31 af each year Augusta shall provide the Library with copies af invaices, statements and/ar receipts far said charges. The Library shall make payment to. Augusta.af its prapartianate share of said charges no. later than January 20 afthe fallowing year. 10. Use afthe Jaint Facilitv. The parties agree that each may use its portion of the dedicated space of the Joint Facility for purposes as authorized and approved by the Directar afRecreatian and the Directar afthe Library. 11. Insurance. (a) Augusta shall provide, either thraugh an independent policy arby adding the Jaint Facility to an existing policy, and shall maintain in effect during the term afthis Agreement, palicies af insurance written by a campany or campanies qualified to. do. business in the State af Georgia, providing insurance caverage against fire and extended caverage to the 6 Joint Facility and any and all alterations, modifications and improvements made to the Joint Facility, which policies shall each be in an amount equal and sufficient to cover the value of the Joint Facility, 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 Joint Facility, in the event additional alterations, modifications or improvement are made during the term of this Agreement. (b) All policies providing insurance coverage required to be maintained by Augusta hereunder shall list Augusta, the Augusta-Richmond County Commission, Library and its elected officials, trustees, 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 or Augusta or its agents, 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 Augusta hereunder shall be cancelable without at least fifteen (15) days advance written notice to Library. All insurance policies'required hereunder or duplicate copies thereof, shall be provided by Augusta to Library. (c) Augusta shall be responsible for making all payments for premiums for insurance referenced in this section. No later than December 31 of each year, Augusta shall provide Library with copies 'of invoices, statements and/or receipts for said premium charges. Library shall make payment to Augusta for its proportionate share of said charges based upon its percentage of the total Construction Costs as determined in accordance with paragraph 6 hereof, 7 adjusted for any subsequent alterations, changes, or additions, no later than January 20 of the following year. (d) Augusta shall also furnish builders risk insurance during the period of construction which shall insure the contractor, Augusta and Library, as their interests may appear. ( e ) The fire and extended coverage insurance (other than the builder's risk insurance) shall be in an amount not less than the Construction Costs as determined pursuant to paragraph 6 hereof and adjusted for any subsequent alterations, changes, or additions. (f) Ifthe Joint Facility shall be damaged or destroyed by fire or other casualty, the same shall be repaired or replaced utilizing the proceeds of the insurance coverage required to be maintained by Augusta under the terms of this Agreement. In the event that Augusta and Library mutually determine that it is not feasible to repair or replace the Joint Facility, either party shall have the right to terminate this Agreement, with the insurance proceeds to be divided between the parties upon each party's percentage of the total Construction Costs (as determined in accordance with paragraph 6 hereof and adjusted for any subsequent alterations, changes, or additions). Further, upon submission by Augusta of invoices, statements and/or receipts for any outstanding charges toward which Library is required to contribute under this Agreement, Library shall provide payment for such charges to Augusta within thirty (30) days of receipt of such invoices, statements and/or receipts. (g) Nothing herein shall be construed as requiring Augusta to purchase general liability insurance, and the parties agree, should Augusta purchase liability insurance, it is not waiving 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. 8 '. ." (h) Library shall be solely responsible for insuring its books, furniture, and equipment. ] ] . Assignments.' Neither party shall, without the prior written consent of the other, assign this Agreement or any interest or obligation thereunder, sublet the Joint Facility or any part thereof or permit the use of the Joint Facility by any other party. Any consent to one assignment or sublease shall not destroy or waive this provision, and all )ater assignments and subleases shall likewise to 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. 12. 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 def.'mlt is not removed and restored within then (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. 13. Ouiet Eniovment. Ingress and Egress. Each party covenants and warrants to the other than, 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 Joint Facility during their period of primary use, or during a period of agreed upon use. 14. Miscellaneous. (a) Notices. All notice, demands, and requests which may or are required to be given by either party to the other shall be in writing and shall be deemed to have been 9 ., properly given when sent postage pre-paid by registered or certified mail (with return receipt requested) addressed as follows: If intended for Library: Mr. Gary Swint Director, East Central Georgia Library 902 Greene Street Augusta, Georgia 30901-2294 If intended for Augusta: Administrator Eighth Floor, Municipal Bldg. (ll) 530 Greene Street Augusta, Georgia 30911 With a copy to: Mr. Tom F. Beck, Jr. Director, Recreation and Parks Department 2027 Lumpkin Road P.O. Box 5596 Augusta, Georgia 30916-5596 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 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. TIns Agreement shall be governed by and construed according to the laws of the State of Georgia. 10 "", (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 presented to be executed, the day and year first above written. EAST CENTRAL GEORGIA REGIONAL LIBRARY tl -1-. By: )J~~ ff~ As its Di r o,r . ^d:~G~O Uf'O'" As its Mayor UA ~ GIA By: 11