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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. 1 r 1 ' 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 1 Attest: ate' ANEG A D PRINGLE AS SU ERINTENDENT AND SECRETARY AUGUSTA, GEORGIA 4101 - By: J1'MA-iV , Ado HARDIE DAVIS,i : . AYOR Attest: Aj 4'.,"J, L' • '�����' E� "�+ ' '(MMISSION { pf eEST I '996 ®® 9 • Y (THIS DOCUMENT SIGNED AS A DUPLICATE OF THE ORIGINAL HEREOF AND BOTH DOCUMENTS TO BE TREATED AS AN ORIGINAL} 2 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 1 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 2 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- /___1)4 Hardie Davis, Jr., M. or • AAttest: ,;__.: _ '� .: � 1 • . • 0 mission •• I (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: 1 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 2 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. 3 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. 4 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 5 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 6 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, 7 • 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 8 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} I1 / / / I! o \ / ' // \. 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