HomeMy WebLinkAboutINTERGOVERNMENTAL AGREEMENT WITH THE BOARD OF EDUCATION REGARDING THE ALLOCATION OF OWNERSHIP OF THE HIGHWAY 56 BUS BARN SITE r y
STATE OF GEORGIA )
COUNTY OF RICHMOND )
AMENDMENT TO INTERGOVERNMENTAL AGREEMENT
BY AND BETWEEN
COUNTY BOARD OF EDUCATION OF RICHMOND COUNTY, GEORGIA
AND AUGUSTA, GEORGIA, CONCERNING PROPERTIES
DESCRIBED AS 88 ACRES,MORE OR LESS, LOCATED ON
HIGHWAY 56 IN AUGUSTA, GEORGIA
THIS AMENDMENT is made and entered this the/4., day of ` , 2015, by
and between County Board of Education of Richmond County, Georgia (hereinafter referred to
as "BOE") and Augusta, Georgia (hereinafter referred to as "City"), collectively referred to as
"Parties."
WHEREAS, BOE and City executed that certain Intergovernmental Agreement by and
between County Board of Education of Richmond County, Georgia and Augusta, Georgia,
Concerning Properties Described as 88 Acres, More or Less, and Located on highway 56 in
Augusta, Georgia (hereinafter referred to as "Agreement"), on March 17, 2015; and
WHEREAS, it has come to the attention of the parties that the stated acreage of 8.08
acres for the City Parcel described therein contains a computation error and that the actual
acreage is 7.17 acres and is accurately shown on a new plat prepared by John Thomas Attaway,
R.L.S., dated August 29, 2014, which is attached hereto and made part hereof as Exhibit "A".
WHEREAS, the Parties desire to amend the Agreement to reflect the correct acreage and
plat of the City Parcel.
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. Any reference contained in said Agreement to the acreage of the City Parcel to be
conveyed by the BOE to the CITY will be amended to read "7.17 acres" instead of"8.08 acres."
Further, the plat attached to said Agreement as Exhibit "B" will be replaced by the accurate plat
of the City Parcel as shown on Exhibit"A" attached hereto and made a part hereof.
2. Except as stated herein, said Agreement will remain the same.
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This Agreement has been executed by the County Board of Education of Richmond
County, Georgia and Augusta, Georgia by and through their authorized officials this / h day
of r)-1,,,,,„1 , 2015.
COUNTY BOARD OF EDUCATION OF RICHMOND COUNTY, GEORGIA
By:
HELEN MINCHEW, AS PRESIDENT
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Attest: ate'
ANEG A D PRINGLE AS SU ERINTENDENT AND
SECRETARY
AUGUSTA, GEORGIA
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By: J1'MA-iV ,
Ado HARDIE DAVIS,i : . AYOR
Attest: Aj 4'.,"J,
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(THIS DOCUMENT SIGNED AS A DUPLICATE OF THE ORIGINAL HEREOF AND
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STATE OF GEORGIA )
COUNTY OF RICHMOND )
INTERGOVERNMENTAL AGREEMENT
BY AND BETWEEN
COUNTY BOARD OF EDUCATION OF RICHMOND COUNTY, GEORGIA
AND AUGUSTA, GEORGIA, CONCERNING PROPERTIES
DESCRIBED AS 88 ACRES,MORE OR LESS,LOCATED ON
HIGHWAY 56 IN AUGUSTA, GEORGIA
THIS AGREEMENT is made and entered this the 19-) day of McAjt,k , 2015, by
and between County Board of Education of Richmond County, Georgia (hereinafter referred to
as "BOE") and Augusta, Georgia (hereinafter referred to as "City"), collectively referred to as
"Parties."
WHEREAS, BOE and City determined it was in the best interest of the Parties to locate
an acceptable space for both to use jointly for transportation operations which space would
include a fuel depot, general storage and parking and training facilities; and
WHEREAS, the parties located suitable property described generally as 88 acres, more
or less, located on Highway 56 in Augusta, Georgia to purchase and use jointly, as evidenced by
the draft of that certain Intergovernmental Agreement By and Between County Board of
Education of Richmond County, Georgia and Augusta, Georgia, for the Purchase, Conveyance
and Joint Use of Property described as 88 acres, More or Less, Located on Highway 56 in
Augusta, Georgia, (hereinafter referred to as "Intergovernmental Agreement"). Such agreement
is attached hereinto as Exhibit"A" and by reference made a part hereof; and
WHEREAS, the Parties agreed in principle to the Intergovernmental Agreement although
the Parties were unable to finalize all of the details of the agreement, as City did not know at that
time the requirements by the United States Depailment of Transportation to allow the re-location
of the City's Bus Barn to the property; and
WHEREAS, the requirements of the United States Department of Transportation have
now been received by the City, and a portion, consisting of 8.08 acres of the property jointly
purchased by the Parties, shall be conveyed in fee simple from the BOE to the City; and
WHEREAS, the portion of property required to be conveyed by BOE to City in by Quit
Claim Deed is more particularly described and shown as 8.08 acres on that certain plat prepared
by John Thomas Attaway, R.L.S., dated June 17, 2013, and reference is hereby made to said plat
for a more complete and accurate description as to the metes, bounds, location and distances of
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the property described thereon. Said parcel will hereinafter be referred to as "City Parcel." Said
plat is attached hereto as Exhibit"B" and by reference is made a part hereof; and
WHEREAS, the Parties requested William E. Hollingsworth, III, a licensed real estate
appraiser,to provide a report demonstrating the cost analysis of the entire property, broken down
by parcels, which is attached hereto as Exhibit "C" and by reference made a part hereof, to
determine the value to be attributed to the portion of the property to be conveyed by BOE to City
in fee simple, as well as the respective amounts of BOE's investment and City's investment for
the development of all of the property; and
WHEREAS, the Parties have agreed upon the value assigned to the property being
conveyed to City by BOE in fee simple, which will be deducted from City's total share of
investment in the remaining parcels of the property; and
WHEREAS, as contemplated in the draft of the Intergovernmental Agreement, the
Parties desire to document and confirm their respective pro-rata investment as well as the value
of the property being conveyed by the BOE to City, which amount will be subtracted from the
City's pro-rata investment, and share of ownership in the remaining parcels of the property.
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. Conveyance by Quit Claim Deed of City Parcel from BOE to City
a. The Parties agree that the report developed by Mr. Hollingsworth, which
is attached hereto as Exhibit "C" and by reference made a part hereof, is hereby accepted and
will be utilized by the Parties in determining the value of each Parcel shown thereon. BOE will
convey its one-half undivided interest in City Parcel as shown on the plat previously described
herein which is attached hereto as Exhibit "B" and is hereby made a part hereof by quit claim
deed to City on or before 5-I -►3' , so that the City shall own the 100% undivided
interest in City Parcel. The Parties do hereby agree that the value of City Parcel is $ 624,117.00
as set forth on Exhibit "C," which is designated as "Parcel 3"thereon. Said value of City Parcel
shall be subtracted from the City's pro-rata investment share as will be set forth more
particularly herein.
b. The Parties agree that the BOE has expended $9,643,748.97 to date while
the City has expended $3,089,000.00 to date for the entire property, which is shown on Exhibit
"C". Once the conveyance of City Parcel has been completed, the BOE's contribution will be
$9,643,748.97 and the City's will be $ 2,464,883.00.
c. The figures hereby estimated shall be the figures utilized by the Parties of
each respective share of ownership of each in the event of any sale or future development.
d. The Parties each reserve the right to improve any other parcel to serve the
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respective needs of the Parties; however, the Parties will confer in advance and agree to the
improvements and change in any value that may be necessary if other improvements are
completed. Except as provided in this Agreement the requirements of the Intergovernmental
Agreement shall remain in full force and effect.
2. Intergovernmental Agreement Incorporated Herein
The Parties do hereby agree that the Intergovernmental Agreement By and Between
County Board of Education of Richmond County, Georgia and Augusta, Georgia, for the
Purchase, Conveyance and Joint Use of Property described as 88 acres, More or Less, Located
on Highway 56 in Augusta, Georgia, ("Intergovernmental Agreement"), which is attached
hereinto as Exhibit"A" and by reference made a part hereof, is incorporated herein by reference
thereto and shall be a part of this agreement and be binding on the Parties the same as if the
Intergovernmental Agreement was set forth herein verbatim, except to the extent as specifically
modified herein.
This Agreement has been executed by the County Board of Education of Richmond
Count , Georgia and Augusta, Georgia by and through their authorized officials this 1 day
of UAL\ , 2015.
COUNTY BOARD OF EDUCATION OF RICHMOND COUNTY, GEORGIA
By: ;"V /
Helen Minchew, As President
Attest: ✓i e - 7)
Dr. Ange D. Pringle,As Superintendent and Secretary
AUGUSTA, GEORGIA
By: Illsi#A-C-
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Hardie Davis, Jr., M. or •
AAttest:
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(THIS*eUMEar SIt NF S AS A DUPLICATE OF THE ORIGINAL HEREOF AND
4` BUM DOCUMENTS TO BE TREATED AS AN ORIGINAL}
3
STATE OF GEORGIA )
COUNTY OF RICHMOND )
INTERGOVERNMENTAL AGREEMENT
BY AND BETWEEN
COUNTY BOARD OF EDUCATION OF RICHMOND COUNTY, GEORGIA
AND AUGUSTA, GEORGIA,FOR THE PURCHASE,CONVEYANCE AND JOINT USE
OF PROPERTIES DESCRIBED AS 88 ACRES,MORE OR LESS,LOCATED ON
HIGHWAY 56 IN AUGUSTA, GEORGIA
THIS AGREEMENT is made and entered this the^ day of , 2009, by
and between County Board of Education of Richmond County, Georgia (hereinafter referred to
as"BOB") and Augusta, Georgia(hereinafter referred to as"City").
WHEREAS, BOE has identified needs to relocate and replace its transportation facility,
to locate space for general storage and to construct a parking and training facilities at a site
convenient to I-520;and
WHEREAS, the City has identified needs to relocate and replace its transportation
facility,to locate space for general storage and to construct parking and training facilities at a site
convenient to I-520.
WHEREAS, BOE and City jointly searched for property and improvements that were
appropriate for a transportation facility, for training and for general storage; and
WHEREAS, BOE and City have determined that it would be to the benefit of the
taxpayers of Augusta the BOE for BOE and the City to purchase and renovate designated
properties as well as share the resulting facilities under the terms and conditions of this
Agreement;and
WHEREAS, each of the parties acknowledge and agree that the benefits that each party
is to give and receive are of equal value and consideration or will be prorated in final documents
to reflect the respective pro-rata investment and pro-rata use of the property and facilities once
the purchase and construction is complete;
• 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:
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1. Conveyance and undivided interest in 88 acres, more or less, from BOE to
City
a. The BOE and City shall purchase from Edward J. Coleman,III,Trustee
for the Chapter 7 Estate of Commercial and Military Systems Co., Inc., United States
Bankruptcy Court for the Southern District of Georgia, Case # 04-13305-LWD, 88 acres, more
or less and all improvements thereon, as more particularly described in Exhibit "A" attached
hereto and incorporated herein by reference (the "property"). The property is located at 2950
Mike Padgett Highway in Richmond County,Augusta, Georgia.
b. The property shall be purchased jointly by BOE and City, or if preferred
by the Bankruptcy Court for the Southern District of Georgia, the property shall be conveyed to
BOE by the Court. BOE shall then promptly convey by Quit Claim Deed a %2 interest in and to
the property, subject to the adjustment of the final percentage of ownership, as hereafter set forth.
3. Land acquisition costs
a. Attached hereto as Exhibit "B" and by reference thereto incorporated
hereto is a preliminary budget for the projected costs of the relocation project, including
purchase and development. The parties will also use this budget as its guide in jointly
developing the property. The City has designated One Million Seven Hundred Thousand Dollars
($1.7) for land acquisition. The BOE, City and the professional engineers and project managers
employed to design and construct the project have not yet met to assess and plan the design, use
and construction of the project. The budget is preliminary and may be expanded after final plans
and specifications are completed or some components, by joint agreement, may be post-poned
until future funds become available,
b. No funds are included herein either for the relocation costs of the City's
Transportation Department or the upgrades the bus maintenance facility of the City will need.
The parties will strive to include all costs within this budget, but whether or not this is possible
will depend on the final plans and design and has not yet been determined.
c. BOE has employed Hanscomb/GMK as the Project Manager for SPLOST
projects. The fees will be paid from SPLOST funds.
d. Johnson Laschober & Associates shall be the engineering firm employed
to consult with designated officials of BOE and City, design the parking and other facilities and
provide such inspection and oversight services as required by their contract. These fees will be
split evenly with the City, as outlined in the preliminary budget.
e. The BOE has commissioned and paid for extensive environmental
assessments and other due diligence related to the environmental condition of the property and
related to seeking a limitation of liability under the Georgia Hazardous Site Reuse and
Redevelopment Act(O.C.G.A. §12-8-200, et seq.). In connection with such efforts,the BOE has
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to date extended approximately, with several other fees current unpaid, $250,000.00. As
indicated on the budget sheet, the City shall reimburse the BOE for one-half of these costs, as
well as one-half of any costs required for the BOE and City to obtain the limitation of liability
including, without limitation, work required by the Application for Limitation of Liability and
Prospective Purchasers' Corrective Action Plan (PPCAP) filed by the parties with the Georgia
Environmental Protection Division(GEPD)on June , 2009.
4. Construction,Development and Renovation/Upgrades
a. Once the land has been acquired and plans and specifications complete as
described in Item 3 above, BOE and City shall cause to be constructed and renovated, as
appropriate, separate transportation maintenance facilities and such joint improvements as are
agreed to by the parties prior to the beginning of construction. It is anticipated that the facilities
and improvements shall contain the following minimum features:
1. Relocation of the existing transportation facilities for the BOE and for the
City.
2. Such bus maintenance facility upgrades as are called for by the final plans
proposed by and/or approved by the engineering and project management
firms.
3. Office building/storage building upgrades to include allowances for office
areas, storage areas and roof upgrades to the metal buildings(Butler).
4. Site work upgrades to include: bus parking area upgrades; methane
venting system; further site upgrades parking/fencing/retention; site
lighting/Georgia Power lease purchase; miscellaneous site upgrades; bus
driver building/joint training; and fuel tanks/systems, as referenced in
Exhibit "B" and which shall include indirect costs for professional fees,
for survey,testing,printing and contingency costs.
5. BOE shall be responsible for obtaining and administering all activities
relating to contracting for construction of the facilities including without
limitation: (i) advertising and obtaining proposals for design, renovations
and construction from architects, engineers, contractors and other
professionals as necessary, (ii) analyzing said proposals and awarding
contracts to the appropriate person and/or entities (the "Construction
Contracts"; and (iii) administering all construction contacts made pursuant
to this agreement; provided, however, that BOE shall obtain the prior
approval of City for each activity conducted by BOE in connection with
the above referenced responsibility.
6. Construction work shall proceed with due diligence until completed.
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7. Promptly upon completion of the project, including all construction and
renovation, City 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. City
represents that it has budgeted $1.7 million of Special Purpose Local
Option Sales Tax funds for the purpose of fulfilling its obligations under
this paragraph.
i. For purposes of this Paragraph, the terms "costs of
construction and "Construction Costs" shall include:
ii. all sums paid by BOE for labor, materials, utilities, equipment
rental, permits and services utilized or provided in the
construction of the construction/renovation project pursuant to
above-referenced plans and specifications;and
iii. all sums paid by BOE for architectural and engineering
services heretofore or hereafter provided in the design of said
construction/renovation project 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 construction/renovation project including
specifically but not exclusively the solicitation and evaluation
of bids for such construction and the obtaining of the necessary
certificate of occupancy;and
iv. any other fees and expenses reasonably required to be paid by
BOE in connection with the completion of construction of said
construction/renovation project.
8. City's one-half share of all said Construction Costs, inclusive of interest
and any and all contingencies, shall not exceed $1.7 million 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
$5,330,000.00, such that City's pro-rata share of construction costs would
exceed $1.7 million , the parties hereto shall confer with the architect or
engineer 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
construction/renovation project for the purposes intended. If reduction of
costs is not feasible the parties shall agree on an amended budget and the
financial contribution to be made by each party to the amended title.
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5. Final Title Adjustment to Property
a. At the completion of the development, renovation and construction of all
facility improvements, BOE and City shall already possess undivided fee simple title to the
property, but will adjust the undivided percentage of ownership for each party to the proportional
amount of the dollar investment made by each party. For example, if the investment of the
BOE, as shown on the preliminary budget attached as Exhibit "B" is $6,080,000.00 million and
the investment of the City is $3,400,000.00 million, approximately 2/3 of the fee simple interest
shall be in the BOE and 1/3 shall be in the City.
b. To ensure that the percentage of ownership is equitable, no improvements
shall be made to the property without the consent of the other•party.
c. Any proposal for improvements not part of the initial development being
proposed in the future by one party to the other party for consideration as an improvement to
cause an ownership percentage adjustment shall include the proposed costs, the proposed
location on the property or within the existing improvements the need for the improvement and
its anticipated impact on ownership and joint use. Maintenance and repairs shall be deemed not
to be upgraded or improvmed.
d. The property shall not be sold without the consent of both parties. If there
is an impasse, the parties will use the following procedure to resolve the conflict. (TO BE
DISCUSSED)
6. Operation and Maintenance of City Transportation Facility
a. City 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 City Transportation Facility throughout the term of this Agreement.
b. City shall be solely responsible for repairing and maintaining both the
exterior and interior premises of the City Transportation Facility.
7. Operation and Maintenance of BOE Transportation Facility
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 BOE Transportation Facility throughout the term of this Agreement.
b. BOE shall be solely responsible for repairing and maintaining both the
exterior and interior premises of the BOE Transportation Facility.
8. Operation and Maintenance of Joint Transportation Facility/Property
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
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rendered or supplied to the joint use facilities throughout the term of this Agreement.
b. BOE shall be solely responsible for repairing and maintaining both the
exterior and interior premises of the joint use facilities.
c. The joint use facilities shall be defined as provided in the final plans and
specifications, and indentified and attached hereto as an exhibit once the engineering firm has
consulted with all parties and prepared final plans and specifications,
d. City agrees to reimburse BOE for one-half of all sums expended by BOE
for repair(s)referenced herein,under the arrangement set forth in subsection(d)below.
ii. BOE shall hire full-time maintenance workers whose sole
responsibility shall be maintenance of the joint use facilities. The
mutually agreed-upon salary for said workers, including benefits, shall
be paid by BOE. City agrees to reimburse BOE for one-half of said
sum,under the arrangement set forth in subsection(d)below.
ii. BOE shall be responsible for supplying all necessary janitorial and
maintenance supplies for the joint use facilities to the maintenance
workers referenced above on an as-needed basis. City agrees to
reimburse BOE for one-half of said charges, under the arrangement set
forth in subsection (d) below. 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 joint use
facilities. The foregoing shall also apply to any exterior signs,notices,
placement of machinery or equipment either attached or placed outside
of the joint use facilities.
e. Staff, equipment and supply costs incidental to each party's use of the
joint use facilities shall be the sole responsibility of that party.
d. BOE shall be responsible for making all payments for charges referred to
in subsections (a) through (d) of this Section 8. No later than December 31 of each year, BOE
shall provide City with copies of invoices, statements and/or receipts for said charges. City shall
make payment to BOE of one-half of said charges no later than January 20 of the following year.
9. Use of Joint Use Facilities
a. Use of facilities on the property designated as joint use may be used solely
for the purpose of providing sign in/out activities, lounging activities, training activities,parking
areas, restrooms areas storage or other such similar activities, but such activities shall not take
place on any property designated as property for the sole use of the other party.
b. While the joint use is anticipated to be open, continuous sharing, the
parties shall develop a schedule to allow for the coordination of the use of the joint use facilities
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for scheduled activities such as training. A designated employee agreed upon by the parties will
be designated as the person to maintain a master calendar and to ensure reasonable and equitable
access and use is available to the joint use facilities for such designated events.
c. Either party shall be entitled to use the joint use facilities at anytime
during which the other party has primary use of the joint use facilities, provided that said use is
requested at least 24 hours in advance and is agreed to by the party with primary use.
10. Environmental Compliance and Responsibility
a. The BOE shall be responsible for strict compliance with all environmental
laws with respect to its operations on the BOE Transportation Facility. The City shall be
responsible for strict compliance with all environmental laws with respect to its operations on the
City Transportation Facility. Each party agrees to indemnify and hold the other harmless with
respect to its obligations in this paragraph 10.a.
b. Any costs or expense, including for assessment,remediation, removal and
the like,associated with a pre-existing environmental condition on the property shall be shared
by the parties in the same proportion as their ownership interests in the property.
c. The parties contemplate that they will share the use,operation and
maintenance of underground fuel storage facilities for fueling the buses and other equipment at
the property. The parties will negotiate the details of such joint use,operation and maintenance
and will enter into a separate Memorandum of Agreement memorializing such details. The
parties contemplate that responsibility for the costs associated with the construction,operation
and maintenance of such facilities will be shared by the parties in the same proportion as their
ownership interests in the property.
d. Each party shall be responsible for, and agrees to indemnify and hold the
other party harmless against,any cost or expense caused by the acts or omissions of its
employees,contractors,agents or invitees resulting in environmental conditions on the portions
of the property designated for joint use. In the case of any environmental conditions on the
portions of the property designated for joint use,with respect to which the cause can not be
reasonably ascertained,the parties agree to share such cost and expense in the same proportion as
their ownership interests in the property.
9. Insurance
BOE shall provide, either through an independent policy or by adding the
property 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 property and
any and all alterations, modifications and improvements made to the property, which policies
shall each be in an amount equal and sufficient to cover the value of the property 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,
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modifications or improvements to the property, 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 the City, 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 City. All such policies shall
provide that no act or omission of BOE 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 BOE hereunder shall be cancelable without at
least 15 days advance written notice to City. All insurance policies required hereunder, or
duplicate copies thereof, shall be provided to City 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 City with
copies of invoices, statements and/or receipts for said premium charges. City 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 City,
as their interests may appear. No later than December 31 of each year, BOE shall provide City
with copies of invoices, statements and/or receipts for the premium for said builders risk
insurance,and City shall make payment to BOE of one-half of said charges no later than January
20 of the following year.
The fire 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 property 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 BOE under the terms of this Agreement. In the event BOE and City mutually
determine that it is not feasible to repair or replace the property, City 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 City is required to contribute under this Agreement,
City 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.
10. Assignments
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Neither party shall, without the prior written consent of the other, assign this
Agreement or any interest or obligation thereunder, sublet the property or any part thereof or
permit the use of the property 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.
11. 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.
12. Quiet Enjoyment,Ingress and Egress
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 property during their
period of primary use,or during a period of agreed-upon use.
13. 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 City's interest in the property by paying to City an amount equal to the City's
prorated undivided fee simple interest of the then fair market value of the property as of the
effective date of termination by BOE. In the event this Agreement is terminated by City, BOE
shall have the option of purchasing City's interest for an amount equal to the City's prorated
undivided fee simple interest of the then fair market value of the property, or conveying to City a
reversionary interest consisting of its undivided interest in the property. The terms and conditions
of this reversionary interest are that the property is to be used exclusively as an education
transportation and storage facility as provided herein. Should such use be discontinued at any
time following such termination, then such discontinuance of use shall result in City's owning an
undivided interest in the property equal to its previously determined actual prorate interest in the
property. (Pulled from earlier agreement,may not work here).
13. Miscellaneous
a. Notices. All notices, 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 BOE:
Dr. Dana T.Bedden, Superintendent
864 Broad Street
Augusta, GA 30901
If intended for City:
Fred Russell,Administrator Eighth Floor
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 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.
14. Governing Law
This Agreement shall be governed by and construed according to the laws
of the state of Georgia.
15. 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.
This Agreement has been executed by the County Board of Education of Richmond
County, Georgia and Augusta, Georgia by an through their authorized officials this day
of ,2009.
10
COUNTY BOARD OF EDUCATION OF RICHMOND COUNTY,GEORGIA
By:
MARION BARNES,AS PRESIDENT
Attest:
DR. DANA T. BEDDEN, AS SUPERINTENDENT
AND SECRETARY
AUGUSTA, GEORGIA
By:
David S. Copenhaver, Mayor
Attest:
Lena Bonner, Clerk of Commission
{THIS DOCUMENT SIGNED AS A DUPLICATE OF THE ORIGINAL HEREOF AND
BOTH DOCUMENTS TO BE TREATED AS AN ORIGINAL}
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