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HomeMy WebLinkAboutINTERGOVERNMENTAL AGREEMENT D'ANTIGNAC DTREET DRAINAGE IMPROVEMENTS Intergovernmental Agreement For D' Antignac Street Drainage Improvements STATE OF GEORGIA ) ) COUNTY OF RICHMOND ) INTERGOVERNMENTAL AGREEMENT FOR THE CONSTRUCTION AND FUNDING OFA 36" OVERFLOW STORM SEWER UNE FOR IMPROVEMENT OF STORM DRAINAGE FACIUTIES ALONG D'ANTIGNAC STREET IN THE AREA OF UNIVERSITY HOSPITAL AND GUARANTY AGREEMENT FROM UNIVERSITY HEALTH SERVICES, INC. THIS AGREEMENT is made and entered this the 22nd day of March, 2007, by and between Augusta, Georgia, also known as Augusta-Richmond County, a political subdivision of the State of Georgia (hereinafter referred to as "Augusta''), and the Richmond County Hospital Authority (hereinafter known as the "Authority"), which owns the real property upon Which University Health Services, Inc., a Georgia nonprofit corporation, operates University Hospital. WITNESSETH: WHEREAS, University Hospital is located at 1350 Walton Way and is served by Augusta's storm sewer system and is experiencing flooding in the roadway entrances and exits to said Hospital; and WHEREAS, Augusta, Georgia has funding authorized for the improvement of its storm sewage system serving the University Hospital area; and WHEREAS, said funding is under the authority of the Special Purpose Local Option Sales Tax, and is estimated for receipt by Augusta pursuant to O.c.G.A. ~ 48-8-110 et seq. (the "Act''), in the last quarter of 2007 or 2008; and WHEREAS, the Hospital Authority and Augusta desire to undertake and fund said project at an earlier date than as is scheduled through SPLOST collections; and WHEREAS, the Hospital and the public would benefit from the elimination of flooding in this area through the expedited construct;ion of said 36" overflow sewer as is more specifically shown and designated as to its location on Exhibit "A" which is attached hereto and incorporated herein by reference. ) ( NOW, THEREFORE, in consideration of the mutual promises and understandings made in this Agreement, and for other good and valuable consideration, Augusta and the Authority agree as follows: 1AO 1360217.1 1 Section 1. Representations and Mutual Covenants A. Augusta makes the following representations and warranties which may be specifically relied upon by all parties as a basis for entering this Agreement: (i) Augusta is a political subdivision duly created and organized under the Constitution of the State of Georgia; (ii) The governing authority of Augusta is duly authorized to execute, deliver and perform this Agreement; and (iii) This Agreement is a valid, binding, and enforceable obligation of Augusta; and B. Richmond County Hospital Authority makes the following representations and warranties which may be specifically relied upon by all parties as a basis for entering this Agreement: (i) The Authority is duly created and organized under the Laws of the State of Georgia; (ii) The Authority is duly authorized to execute, deliver and perform this Agreement; (iii) This Agreement is a valid, binding, and enforceable obligation of the Authority. Section 2. The Project Augusta hereby authorizes the laying of said pipeline by Augusta's contractor through the property of Augusta, including but not limited to the right-of-way of D'Antignac Street. Augusta shall cause said storm sewer to be constructed by a contractor chosen by it under emergency procurement procedures and contract documents approved by Augusta, which are necessary or convenient to the construction of said 36" overflow storm sewer line. During the course of said work, Authority shall, upon certification by Augusta, pay all contractors, material, suppliers and professional services providers in a timely manner at a cost estimated to be $1,600,000.00 and within a project schedule beginning as soon as feasible with an estimated completion date on or about six months later. Upon the completion of said sewer line and receipt of funding under the Act, but in no event later than the end of the first quarter of calendar year 2009, Augusta shall remit full payment to Authority, reimbursing Authority, without interest, for all amounts paid by Authority pursuant to the above paragraph. Section 3. County SPLOST Fund; Separate Accounts; No Commingling A. A special fund or account shall be created by the Authority and designated as the D' Antignac Street Drainage Improvements Account and shall be opened and administered in compliance with Georgia law with respect to the accounting for SPLOST funds so as to fulfill the requirements of Georgia Law with respect to the accounting of SPLOST funds. 2AO 1360217.1 2 Section 4. Notices All notices, consents, waivers, directions, requests or other instruments or communications provided for under this Agreement shall be deemed properly given when delivered personally or sent by registered or certified United States mail, postage prepaid, as follows: Augusta-Richmond County David S. Copenhaver, Mayor Frederick L. Russell, Administrator 530 Greene Street Augusta, Georgia 30911 Richmond County Hospital Authority Mac A. Bowman, MD., Chairman c/o Robert M. Taylor, CFO 1350 Walton Way Augusta, Georgia 30901-2629 University Health Services, Inc. J. Larry Read, President and CEO 1350 Walton Way Augusta, Georgia 30901-2629 Section 5. Amendments This Agreement shall not be amended or modified except by agreement in writing. Section 6. Governing Law This Agreement shall be deemed to have been made and shall be construed and enforced in accordance with the laws of the State of Georgia. Section 7. Severability Should any phrase, clause, sentence, or paragraph of this Agreement be held invalid or unconstitutional, the remainder of the Agreement shall remain in full force and effect as if such invalid or unconstitutional provision were not contained in the Agreement unless the elimination of such provision detrimentally reduces the consideration that any party is to receive under this Agreement or materially affects the operation of this Agreement Section 8. Compliance with Law Augusta, the Authority and University shall comply with all applicable local, State, and Federal statutes, ordinances, rules and regulations. Section 9. No Consent to Breach No consent or waiver, express or implied, by any party to this Agreement, to any breach of any covenant, condition or duty of another party shall be construed as a consent to or waiver of any future breach of the same. 3AO 1360217.1 3 Section 10. Counterparts This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 11. Mediation Augusta, Authority and University agree to submit any controversy arising under this Agreement to mediation for a resolution. The parties to the mediation shall mutually select a neutral party to serve as mediator. Costs of mediation shall be shared equally among the parties to the mediation. IN WITNESS WHEREOF, Augusta, the Authority and University acting through their duly authorized officials have caused this Agreement to be signed in triplicate originals, sealed and delivered on the date indicated herein. stt ~D.~ Clerk i . 4AO 1360217.1 4 GUARANTY OF PAYMENT In consideration of the benefits to its facilities, as set forth in this Agreement and the contract documents, University Health Services, Inc.. (hereinafter "University") is made a party to this Agreement to guarantee timely payment by Authority to all contractors, sub-contractors, material and service suppliers, authorized to perform work as part of this project and whose work is accepted by Authority and Augusta. UNIVERSITY HEALTH SERVICES, INC. 5AO 1360217.1 5 - I c~ l~ff,til- ~~ .~ e==1 " _ ~ tITI mr LI11l ~ R L-J I r-l . I; -:c l l-....s"", ~ LA 1/ /VI ~~~I~.'O.... ...... ~~ ,~CL'l!T-=N.llS.8.S!S ~//..,.A,..-}... ~ im.. I HUi!Hf <:!. ~;I I I ______. i'Hi'" ro "'~ 1 ~' . . Fr@] I dl"lll ~ , I J _. f==:::j '. ' ".....;0 ,!1m!! ~ " . V;, / . ".' . '.' .. ;=3I tJ:u:j, . ---'" "" ";,,,!~:c"~ .~PTIEl~ ..... ~nmil ! "rli?'~'~'-:.. , w s ;,. I;::::-~ ~ . - ." ~., .... '"i ~ ::! f-. --= - - F 0:0 l . .' ..' ... .::...::.'.'''<:'..:.'... s. "" 0 __= ' " " ,i · .. ..."'....,<.. n ,,~ . '-" "'"'" .' ,,~,,\!!;rm5"O :. ~ :...:..~ ..' ' ,. ~ [;;;~.lmJ'lJ::d ~. ffiBB' mIl! ..... "~/.' " fI i5. . p" IITIn . . .' i',d '.f....;;)' .<'00"'. 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