HomeMy WebLinkAboutRES-2007-051 Resolution agreements for Construction of & Sale & Purchase County Campus Office Building & Library~} -d~
Resolution Providing Approval of
Agreements for the Construction of and
Sale and Purchase of the County Campus
Office Building and Library
WHEREAS, on November 6, 2006, the Orange County Board of Commissioners
("the Board") approved an Agreement of Intent between Orange County ("the County" or
"Count}') and Telesis Construction Management, LLC ("Telesis") for the Telesis
construction of and the.Telesis sale of and the County purchase of the Office Building
and Library, both part of a new "County Campus" located in Hillsborough, North
Carolina;
WHEREAS, the County attorney has made available to the Board draft
agreements relating to carrying out the Agreement of Intent with respect to the Office
Building and the Library which draft agreements are attached hereto.
NOW, THEREFORE, BE IT RESOLVED by the Board as follows:
Approval of Documents; Direction To Execute Documents -The
Board approves the form of the agreements submitted to this meeting. The Board
authorizes and directs the Board's Chair and the County Manager, or either of them, to
execute and deliver the agreements in their final forrrrs. The Board authorizes and directs
the County Finance Officer to complete any preauditing certificate as required by law.
The agreements in their respective final forms must be in substantially the forms
presented, with such changes as the Chair or the County Manager may approve. The
execution and delivery of any agreement by an authorized County officer will be
conclusive evidence of his or her approval of any such changes. The Agreements in final
form, however, must provide for the total amount due Telesis by the County not to
exceed $17,939,079, plus amounts that may be needed to pay other necessary and related
County costs.
2. Authorization to County Manager to Complete Closing -The Board
authorizes and directs the County Manager to take all appropriate action to complete the
agreements with Telesis in accordance with this Resolution. The Board authorizes and
directs the County Manager to hold executed copies of all agreements authorized or
permitted by this Resolution in escrow on the County's behalf until any and all conditions
for their delivery have been completed to such officer's satisfaction, and thereupon to
release the executed copies of such documents for delivery to the appropriate persons or
organizations.
Without limiting the generality of the foregoing, the Board specifically authorizes
the County Manager to approve changes to any agreements or certifications previously
signed by County officers or employees, provided that such changes do not conflict with
this Resolution or substantially alter the intent from that expressed in the form originally
signed. The County Manager's authorization of the release of any such document for
delivery will constitute conclusive evidence of such officer's approval of any such
changes.
3. Miscellaneous Provisions -All County officers and employees are
authorized and directed to take all such further action as they may consider necessary or
desirable in furtherance of the purposes of this Resolution, including the execution and
delivery of additional agreements as they may determine to be in the County's best
interest. All such prior actions of County officers and employees are ratified, approved
and confirmed. Upon the absence, unavailability or refusal to act of the County Manager,
the Board's Chair or the Finance Officer, any other of such officers may assume any
responsibility or carry out any function assigned in this resolution. All other Board
proceedings, or parts thereof, in conflict with this resolution are repealed, to the extent of
the conflict. This Resolution takes effe t immediately.
Upon motion of Commissioner/~, seconded by Commissioner
the foregoing resolution was adopted this the ~ day of ('j, , 2007.
I, Donna S. Baker, Clerk to the Board of Commissioners for the County of Orange, North
Carolina, DO HEREBY CERTIFY that the foregoing is a truer~co~py of so much of the
proceedings of said Board at a meeting held on ~(` ~ as relates in any way to
the adoption of the foregoing and that said proce dings are recorded in the Minute Book of the
Board.
WITNESS my hand and the seal of said County thisay of , 2007.
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Clerk to the Board of Commissioners
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