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Home My WebLink About2006 S Purchasing - Consideration for Approval: Expanded County Campus Proposal~i9f" /l-a~-a'G 8 ~- LAW OFFICES COLEMAN, GLEDHILL, HARGRAVE & PEEK A PROFESSIONAL CORPORATION 129 E. TRYON STREET P. O. DRAWER 1529 HILLSBOROUGH, NORTH CAROLINA 27278 919-732.2196 FAX 919.732.7997 www.cgandh.com December 1, 2006 FROM THE DESK OF GEOFFREY E. GLEDHILL E-MAIL: genffreygledhill~%cgandh.com Charles Gordon Brown, Esquire Brown & Bunch, PLLC 101 North Columbia Street Chapel Hill, North Carolina 27514 RE: "Orange County Campus" Agreement of Intent Dear Gordon: Enclosed are two originally signed copies of the Agreement of Intent between Orange County and Telesis Construction Management, LLC for the County campus projects. I have dated the Agreement the date the County Commissioners approved it. In doing so, I assumed Telesis Construction Management, LLC approved the Agreement prior to the Board of Commissioner action. With copies of this letter I am providing an originally signed copy of the Agreement to Donna Baker for the County Commissioners permanent agenda file for the November 2, 2006 meeting and a xerox copy to Pam Jones for her file. I have retained one originally signed copy of the Agreement for the potentiality that it will be a document needed in the County financing plan for these projects.. Gordon, I look forward to working with you and Will Bernard on these projects. And, I know that everyone in County government involved looks forward to working with George's team in making these projects a success. Very truly yours, COLEMAN, GLEDHILL, HARGRAVE & PEEK, P.C. ill GEG/lsg Enclosures xc: Donna Baker` Pam Jones NORTH CAROLINA ORANGE COUNTY AGREEMENT OF INTENT This Agreement of Intent for Construction Management at Risk Services and for. Purchase and Sale as to the Project (as hereinafter defined) and for Lease and Option to Purchase as to the Auxiliary Project (as hereinafter defined) is made and entered into as of this ~ day of 2006, by and between Telesis Construction Management, LLC, 1000 Corporate Drive, Suite 109, Hillsborough, NC 27278, a North Carolina Limited Liability Company ("TCM") and Orange County, North Carolina, P.O. Box 8181, Hillsborough, NC`27278, a body politic and corporate ("County"). RECITALS A. "TCM" is a contractor, licensed to do business in the State of North Carolina and qualified to perform the construction manager at risk services described in this Agreement in full compliance with North Carolina law. B. TCM owns or will own certain Property described herein by Orange County PIN upon which TCM will, as described herein, assist with the design and manage the construction of certain improvements (together with the Property, the "Project") C. County desires to contract with TCM and other professionals identified herein for the design, construction management and construction of the Project that is described herein. D. County desires to purchase as specified herein from TCM, and TCM desires to sell and convey to County, the Project in the manner described herein. ~. E. County also has an interest in leasing the second and third floors of the adjoining Gateway Center Building (a condominium) and in obtaining an option to purchase the same for a sum certain (the "Auxiliary Project") NOW, THEREFORE, in consideration of the premises, the mutual promises. and agreements hereafter set forth, the parties hereto agree that the following are the material terms upon which County and TCM will contract for the design, construction management and construction of the Project and upon which County and TCM will purchase and sell the Project, including the buildings and associated property rights. 1. Project. (including public and private elements): Phase I -Two story public library (23,454 sf) to be purchased by County to be located on the land identified as Orange County PIN 9874051759. Phase II -Three story office building (46,716 sf) to be purchased by County to be located on the land identified as Orange County PIN 9874051759. Phase III -Parking facility with 134 spaces licensed exclusively to County -and a minimum of 201 to be retained by TCM to be located on the land identified as Orange County PINs 9874051759, 9874052643 and 9874053603. 2. Design Professionals. Architect: (1) Brockwell Associates, Inc. (Durham, NC). (2) To be determined by County and TCM for design of library interior. Structural Engineers: Gardner & McDaniel, PA (Durham, NC). Mechanical/Plumbing/Electrical Engineers: Engineered Designs, Inc. (Raleigh, NC). Civil Engineers (including planning/surveying): Summit Consulting Engineers, PLLC (Hillsborough, NC). -2- Project Construction Method. Construction management at risk contract. (G.S. §143-128(al)(4)). 4. Construction Manager at Risk. TCM to contract with the County as provided in G.S. §143-64.31. TCM: (1) will provide construction management services for the Project throughout the preconstruction and construction phases, and (2) will guarantee the cost of the Project will not exceed the budgeted Project Cost of $17,939,079.1 This guaranteed Project Cost will be adjusted in the event (1) the County introduces any changes to the scope of the work envisioned by TCM and the design professionals2 or (2) TCM is delayed in the commencement of construction by reason of the public bid process or by reason of matters reasonably beyond TCM's control. TCM remuneration: retention of private elements and the amount by which the budgeted Project Cost exceeds actual Project Cost incurred. 5. TCM Construction Method. TCM will publically advertise, prequalify and accept bids on a single prime basis from licensed general contractors. TCM and the County will develop mutually agreeable prequalification criteria including, but not limited to: 1This sum to be reduced by those portions of the contract balances remaining to be paid to design professionals whose contracts must be assigned to the County pursuant to G.S. §143-64.31. ZThe Project budget contemplates that TCM will deliver a shell and the upfitted space, the latter as specified by the County. The Project budget includes an upfit allowance of $35/ft2 for the office building interior and an upfit allowance of $55/ft2 for the library interior. The Project Cost will be adjusted to the extent the office building and library interiors upfit costs exceed the budgeted office building and library interior allowances contained in the guaranteed Project Cost. The interior upfit costs shall be identified in the bid documents and the cost to upfit the interiors shall be identified in the construction bid(s). -3- 7. Takedown Schedule and Requirements. 05/08 Office building/ library and associated parcels of land $17,939,079 05/08 Parking facility $1.00/year plus prorated annual maintenance cost pass- - through.3 8. Auxiliary Project. a: Profile. Gateway Center Building (a condominium) to be located on the land identified as Orange County PINs 9874054586, 9874054682, 9874053673 and 9874053450. Floor 1 (11,423 sf) to be purchased by Weaver Street Market. Floors 2 (11,423 sf) and 3 (11,423 sf) and 41 additional Project Parking facility parking spaces -- available for lease by County for 366 days with an option to purchase at the end of the lease period. b. Auxiliareject Completion Schedule Gateway Building substantial completion 11 /2007 41 additional licensed Project Parking facility parking spaces 5/2008 c. Takedown Schedule and Requirements. Lease: 3In 2006 dollars, estimated to be $65.00 per space. -5- No violation of law (including environmental) with respect to the Project, the Auxiliary Project or any portion of either shall exist as of the date of lease and as of the date of sale closing of either or any portion of either. The obligations of the parties to this Agreement as described in this Agreement are expressly subject to, and contingent upon the execution of all necessary further Agreements, in form and substance acceptable to the parties, in the sole and absolute discretion of each. The parties agree to promptly and in good faith negotiate the terms and conditions of all necessary further agreements. ORANGE COUNTY, NORTH CAR(~,INA By: of acobs, Cha~ang~ County Board ATTEST: Donna S. Baker, Clerk to the Board of Commissioners Telesis Construction Management, LLC B ~ ~ George A. Horton, III, Member/Manager ATTEST: -7-