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HomeMy WebLinkAboutAgenda - 03-10-20; 6-a - Defining a Final Project Scope for County Space for the 203 South Greensboro Street Project in Cooperation with the Town of Carrboro 1 ORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: March 10, 2020 Action Agenda Item No. 6-a SUBJECT: Defining a Final Project Scope for County Space for the 203 South Greensboro Street Project in Cooperation with the Town of Carrboro DEPARTMENT: County Manager, Asset Management Services (AMS) ATTACHMENT(S): 1 — Option 1 - Budget Allocation with Skills INFORMATION CONTACT: Development Travis Myren, Deputy County Manager, 2 — Option 2 - Budget Allocation Library 919-245-2308 Only Steve Arndt, AMS Director, 919-245- 3 — Draft First Amendment to the 2658 Development Agreement 4 — Revised Design Schedule 5 — Original Executed Development Agreement (Dated December 4, 2017) PURPOSE: To authorize a final project scope for the 203 South Greensboro Street Project in cooperation with the Town of Carrboro and to consider, if appropriate, the First Amendment to a Development Agreement between the Town of Carrboro and Orange County for the design and construction of a jointly used government facility at 203 Greensboro Street in the Town of Carrboro. BACKGROUND: In December 2017, Orange County and the Town of Carrboro signed a Development Agreement for the design and construction of a facility that would jointly contain administrative offices for the Town of Carrboro, spaces for The Arts Center of Carrboro, and the Orange County Southern Branch Library (Attachment 5). The design process began shortly afterward and proceeded until the development of schematic design documents and initial cost estimates. At that point, The Arts Center of Carrboro withdrew from the project. Subsequently, both Orange County and the Town of Carrboro have discussed changes to the occupant mix and associated space allocation within the facility. The Town has proposed adding various functions totaling approximately 6,950 square feet in Town allocated space while the County staff have discussed adding a permanent location for the Skills Development Center. Adding the Skills Development Center would increase the County's space by approximately 12,600 square feet and increase the County's overall space allocation from 41% to 56%. This abstract would authorize the final scope of County space by outlining two options. One of these options would be memorialized in the First Amendment to the Development Agreement. 2 The first option is to proceed with the addition of the Skills Development space. The table below summarizes the proposed project budget and how it compares with funds currently planned in the County's Capital Investment Plan. 203 South Greensboro Project Budget with Skills Development Approved Capital Investment Proposed Plan Budget Difference Professional Fees-56%/44% $ 1,172,500 $ 1,987,493 $ 814,993 Library Construction @ 15,000 sq.ft. $ 4,625,000 $ 4,725,000 $ 100,000 Skills Development Construction @ 12,600 sq.ft. $ - $ 3,969,000 $ 3,969,000 Parking Construction-83 spaces $ 1,000,000 $ 2,075,000 $ 1,075,000 Common Area Construction-56%/44% $ - $ 1,008,000 $ 1,008,000 Furniture,Fixtures, Equipment $ $ 1,250,000 $ 1,250,000 Owners Contingency-5%Construction Costs $ - $ 588,850 $ 588,850 TOTAL $ 6,797,500 $ 15,603,343 $ 8,805,843 The escalation of approximately $8.8 million in project costs is primarily attributable to four factors. First, additional professional fees will be incurred as the plans are modified to remove and repurpose space that had been allocated to the Arts Center. Second, the addition of the Skills Development space would add approximately $3.9 million in construction costs and approximately $1 million to add 33 parking spaces. The majority of this cost ($3.75 million) will be repaid through the lease or sale of 501 and 503 West Franklin. Third, the original project budget was created in the FY2011-16 Capital Investment Plan and did not contemplate a shared facility with common areas or an adequate budget for furniture, fixtures, and equipment. Finally, the owner's contingency is dependent on the project delivery method which was not known when the project was originally included in the Capital Investment Plan. In this case, the owner's contingency is based on using a Construction Manager at Risk method to deliver the project. Additional details regarding this option are contained in Attachment #1 — Budget Allocation with Skills Development. The second option is to proceed only with the Southern Branch Library. Due to many of the same factors listed above, this option would also involve additional costs as summarized in the table below. 203 South Greensboro Project Budget-Library Only Approved Capital Investment Plan Proposed Budget Difference Professional Fees 40.5%/59.5% $ 1,172,500 $ 1,437,383 $ 264,883 Library Construction @ 15,000 sq.ft. $ 4,625,000 $ 4,725,000 $ 100,000 Skills Development Construction @ 12,600 sq.ft. $ - $ - Parking Construction-50 spaces $ 1,000,000 $ 1,250,000 $ 250,000 Common Area Construction 40.5%/59.5% $ - $ 729,000 $ 729,000 Furniture,Fixtures, Equipment $ $ 750,000 $ 750,000 Owners Contingency-5%Construction Costs $ - $ 335,650 $ 335,650 TOTAL $ 6,797,500 $ 9,227,033 $ 2,429,533 3 Proceeding with the Library Only option would still require additional professional fees. This option also reflects an escalation in the cost of parking spaces compared to the current project budget as well as the introduction of costs for common area; furniture, fixtures, and equipment; and an owner's contingency based on the Construction Manager at Risk project delivery method. Additional details regarding this option are contained in Attachment #2 — Budget Allocation Library Only. If this option is chosen, the County would continue to lease space for Skills Development programming. The County has executed a five year lease in the Europa Center totaling $1.18 million during that timeframe. The lease could be extended, modified, or eliminated at the end of the five year period. The Draft First Amendment to the Development Agreement (Attachment 3) reflects the addition of Skills Development space as described in Option 1. Choosing Option 2 would require a renegotiation of the Amendment with the Town of Carrboro, and the timeline would be adjusted accordingly. Once a final development agreement is executed by the parties, the project development process will resume. A revised preliminary schedule has been created and is provided at Attachment 4. The schedule indicates that the design will begin in March 2020 and continue until April 2021. Construction will begin in May 2021 and conclude in June 2022. FINANCIAL IMPACT: The Board previously appropriated $6,797,500 for design and construction of the Southern Branch Library. Option 1, adding the Skills Development Center and recognizing total project costs, would add approximately $8.8 million to the project budget. Option 2, constructing the Southern Branch Library only but recognizing the total project costs, would add approximately $2.43 million. Either change to the project budget would be reflected in the Manager's Recommended Capital Investment Plan with construction expenditures planned for FY2021-22. SOCIAL JUSTICE IMPACT: The following Orange County Social Justice Goals are applicable to this item: • GOAL: FOSTER A COMMUNITY CULTURE THAT REJECTS OPPRESSION AND INEQUITY The fair treatment and meaningful involvement of all people, regardless of race or color; religious or philosophical beliefs; sex, gender or sexual orientation; national origin or ethnic background; age; military service; disability; and familial, residential or economic status. • GOAL: ENSURE ECONOMIC SELF-SUFFICIENCY The creation and preservation of infrastructure, policies, programs and funding necessary for residents to provide shelter, food, clothing, and medical care for themselves and their dependents. ENVIRONMENTAL IMPACT: The following Orange County Environmental Responsibility Goal impacts are applicable to this item: • ENERGY EFFICIENCY AND WASTE REDUCTION Initiate policies and programs that: 1) conserve energy; 2) reduce resource consumption; 3) increase the use of recycled and renewable resources; and 4) minimize waste stream impacts on the environment. 4 • ENVIRONMENTALLY PREFERABLE PURCHASING Promote the use of chemicals, materials, equipment, and systems which are officially recognized as to minimize environmental impacts. RECOMMENDATION(S): The Manager recommends that the Board: 1) Proceed with Option 1 to include space for both the Southern Branch Library and the Skills Development Center, approve the proposed First Amendment to the Development Agreement (Attachment 3), and authorize the County Manager to sign the Agreement; OR 2) Proceed with Option 2 to include space for the Southern Branch Library and direct staff to amend the draft Agreement to be considered by the Board at a later date. 5 Attachment #1 Option 1 - Budget Allocation with Skills Development Square Cost Per Carrboro Orange County Function Feet unit Cost Cost Total Cost A. Construction Costs Recreation and Parks Program and Office Space 15,000 $ 315 $ 4,725,000 $ - $ 4,725,000 WCOM Radio *during SD to be reduced to 500 sgft with grossing factor 850 $ 370 $ 314,500 $ - $ 314,500 Seed Library 200 $ 315 $ 63,000 $ 63,000 Virtual Justice Center 500 $ 315 $ 157,500 $ - $ 157,500 Teen Space 1,200 $ 315 $ 378,000 $ - $ 378,000 Black Box 4,200 $ 500 $ 2,100,000 $ - $ 2,100,000 Library 15,000 $ 315 $ - $ 4,725,000 $ 4,725,000 Skills Center 12,600 $ 315 $ - $ 3,969,000 $ 3,969,000 Common Area Site and Civil Work (Ratio of CBO/OC Sq. Ft. =44/56) - - $ 792,000 $ 1,008,000 $ 1,800,000 Parking (Ratio CBO/OC Spaces = 79/83) - $ 25,000 $ 1,975,000 $ 2,075,000 $ 4,050,000 Subtotal -Construction 49,550 - $ 10,505,000 $ 11,777,000 $ 22,282,000 B. Design &CMAR Fees Architectural Fees (Ratio of CBO/OC Sq. Ft. =44/56) - - $ 743,290 $ 946,005 $ 1,689,295 Supp. Architectural Fees (Ratio of CBO/OC Sq. Ft. =44/56) - - $ 249,832 $ 317,968 $ 567,800 CMAR Fees (Ratio of CBO/OC Sq. Ft. =44/56) - - $ 568,480 $ 723,520 $ 1,292,000 Subtotal - Design &CMAR Fees $ 1,561,602 $ 1,987,493 $ 3,549,095 C. FFE &Contingency Furniture, Fixtures and Equipment (FF&E) $ 1,250,000 Owner's Contingency(5%) @ Ratio of CBO/OC 44/56 $ 525,250 $ 588,850 $ 1,114,100 D.Total Construction and Service Fees 49,550 - $ 12,591,852 $ 15,603,343 $ 28,195,195 Carrboro Square Footage 21,950 44% Orange County Square Footage 27,600 56% Total Square Footage 49,550 100% 6 Attachment #2 Option 2 - Budget Allocation Library Only Square Cost Per Carrboro Orange County Function Feet Unit Cost Cost Total Cost A. Construction Costs Recreation and Parks Program and Office Space 15,000 $ 315 $ 4,725,000 $ - $ 4,725,000 WCOM Radio *during SD to be reduced to 500 sgft with grossing factor 850 $ 370 $ 314,500 $ - $ 314,500 Seed Library 200 $ 315 $ 63,000 $ 63,000 Virtual Justice Center 500 $ 315 $ 157,500 $ - $ 157,500 Teen Space 1,200 $ 315 $ 378,000 $ - $ 378,000 Black Box 4,200 $ 500 $ 2,100,000 $ - $ 2,100,000 Library 15,000 $ 315 $ - $ 4,725,000 $ 4,725,000 Skills Center $ 315 $ - $ - $ - Common Area Site and Civil Work(Ratio of CBO/OC Sq. Ft. _ 59/41) - - $ 1,062,000 $ 738,000 $ 1,800,000 Parking (Ratio CBO/OC Spaces = 79/50) - $ 25,000 $ 1,975,000 $ 1,250,000 $ 3,225,000 Subtotal -Construction 36,950 - $ 10,775,000 $ 6,713,000 $ 17,488,000 B. Design&CMAR Fees Architectural Fees (Ratio of CBO/OC Sq. Ft. = 59/41) - - $ 743,290 $ 946,005 $ 1,689,295 Supp. Architectural Fees (Ratio of CBO/OC Sq. Ft. = 59/41) - - $ 249,832 $ 317,968 $ 567,800 CMAR Fees (Ratio of CBO/OC Sq. Ft. = 59/41) - - $ 568,480 $ 723,520 $ 1,292,000 Subtotal- Design &CMAR Fees $ 1,561,602 $ 1,987,493 $ 3,549,095 C. FFE&Contingency Furniture, Fixtures and Equipment (FF&E) $ 1,250,000 Owner's Contingency(5%) Contt. Costs $ 538,750 $ 335,650 $ 874,400 D.Total Construction and Service Fees 36,950 - $ 12,875,352 $ 10,286,143 $ 23,161,495 Carrboro Square Footage 21,950 59% Orange County Square Footage 15,000 41% Total Square Footage 36,950 100% 7 STATE OF NORTH CAROLINA COUNTY OF ORANGE FIRST AMENDMENT TO DEVELOPMENT AGREEMENT REGARDING SOUTH GREENSBORO STREET PROPERTY BY AND BETWEEN THE TOWN OF CARRBORO, NORTH CAROLINA AND THE COUNTY OF ORANGE, NORTH CAROLINA THIS FIRST AMENDMENT TO DEVELOPMENT AGREEMENT (the "First Amendment "), amends the original DEVELOPMENT AGREEMENT REGARDING SOUTH GREENSBORO STREET PROPERTY BY AND THE TOWN OF CARRBORO, NORTH CAROLINA AND THE COUNTY OF ORANGE, NORTH CAROLINA dated December 4, 2017, is made and entered into as of the day of , 2020, by and between the TOWN OF CARRBORO, a North Carolina municipal corporation, hereafter referred to as the "Town", and THE COUNTY OF ORANGE, a North Carolina county, hereafter referred to as the "County". Collectively, the Town and the County are sometimes referred to in this Agreement as the "Parties". W I TNESETH: WHEREAS, the County and the Town entered into the original Agreement dated as of December 4, 2017; and WHEREAS, pursuant to the original Agreement, the Town has entered into contracts for the design and construction of the proposed improvements for the Project on the Property; and WHEREAS, significant changes have been made to the plan for development of the Property which is the subject of the Agreement; and WHEREAS, the Parties wish to amend the Agreement as set forth herein to reflect the change in circumstances which have occurred since the execution of the Agreement; and WHEREAS, it is the intent of the Parties that except as amended by this First Amendment, the terms of the original Agreement shall remain in full force and effect; and WHEREAS, the Town is authorized to enter into this contract pursuant to, inter alia, the North Carolina General Statutes ("N.C.G.S.") 160A-16, and the County is authorized to enter into this contract pursuant to, inter alia, North Carolina General Statutes 153A-11, et seq., and the Town's Board of Aldermen and the County's Board of County Commissioners have each determined that it is in the best interests of their citizens to do so. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Town and the County intending to be legally bound do hereby agree 8 as follows: ARTICLE I Definitions The definitions contained in the Agreement are amended as follows, and except as amended herein shall remain unchanged: "Development" means the planning, design and construction of the Facilities on the Property located at 203 South Greensboro Street in Carrboro. "Facility" or"Facilities"means the improvements to be made at the Property pursuant to this Agreement. "Governing Body"means, with respect to the Town, the Town Council, and with respect to the County, the Board of County Commissioners. "Gross floor area" as used in this Agreement means the area of space within the building to be constructed on the Property occupied by each party to this Agreement, plus the proportional share of Common Areas attributable to each party (i.e., Common Areas shall be apportioned between the parties in proportion to the amount of "gross floor area" each occupies in the building or as otherwise determined and agreed to in writing by the Parties). The proportion of "gross floor area" occupied by each party shall be finally calculated upon completion of the construction plans for the Facilities to be constructed on the Property, and a written schedule (following in principle the Elements of Value Exhibit C) signed by each party shall be attached to this Agreement as an Addendum at that time. "Project" means the planning, design and construction of an approximately 50,000 gross square foot building, site improvements, and associated parking spaces and/or structure with adequate capacity for the Project. Project characteristics will include sustainable design and operation elements consistent with the adopted facility development principles of the Board of Orange County Commissioners attached as Exhibit B. The Parties also agree to incorporate the principles of value engineering during the design and construction process, thereby ensuring efficient design and use of both the initial construction capital and ongoing operations capital. Upon completion of the Project, the parties will convert the Facilities to a condominium form of ownership to be governed by covenants adopted by mutual agreement of the Parties. "Shared Areas" are designated areas owned by one Party that may be reasonably offered for use by other Parties according to a mutual agreement. ARTICLE II Description Of Development Agreement 2 9 No Changes ARTICLE III Parties' Responsibilities A. The Parties' agree to negotiate and enter into such other agreements as may be necessary or appropriate to facilitate the financing and construction of the Project. The Parties intend that upon substantial completion of construction, they will convert ownership of the Facilities to a condominium form of ownership to be governed by mutually agreed upon covenants. B. The County and the Town, in accordance with applicable laws pertaining to public construction projects, have selected a designer for the Project. The Town and the County will work together with the selected designer to prepare the necessary local government permit application(s) for the Project. The design of the Facilities shall be mutually agreed upon by the Parties. The County and Town will bear the costs for the preparation of schematic design drawings in accordance with Article IV.A of this agreement. The Town will be responsible for contracting for the designer and related professional services providing preliminary information that contributes to the design of the Project C. The Town, as c u r r e n t owner of the Property, will be primarily responsible for procuring all necessary development approvals for the Project to include the Orange County Southern Branch Library on the lowest floor of the Building to be constructed on the Property, for such other uses as the Parties may agree to on the upper floors of such Building, and for such parking facilities as may be required for the uses of the Building. The County will support the Town's efforts to secure the necessary permits. D. Provided the Town approves and issues all necessary development permits for the Project, the Parties will coordinate to complete final construction documents, including but not limited to drawings, specifications, bid documents, contract(s) for construction, and other documents typically associated with similar construction projects, for the Project. E. The Town, in accordance with applicable laws pertaining to public construction projects, has entered into contract(s) for development of the construction documents for the Project. F. Upon approval of the construction documents and issuance of the necessary permits (the `Building Permit(s)"), the Town will at a time reasonably agreed between the Parties begin construction of the Project. 3 10 G. The Parties will finance their respective shares of the Project costs according to Exhibit C —Elements of Value. The Town will arrange for construction financing of its proportional share of the Project costs (based on Exhibit C), subject to Local Government Commission approval of the financing plan.The County shall finance its proportionate share of the Project costs (based on Exhibit C) in such manner as may be determined by the County. The County shall reimburse the Town for the County's share of the construction costs for the Project within thirty (30) days or presentation by the Town to the Count of a written request for payment pursuant to a schedule of progress payments to be established by the respective Finance Officers for the Town and the County. H. The Town will contract with all necessary design, engineering and construction firms for any environmental remediation work related to the Property as required by NCDEQ. The Town is solely responsible for the cost of such environmental remediation work for remediation of any conditions existing on the Property prior to December 4, 2017. I. The Town will contract with professionals for the construction of the Project, using a legally permitted construction delivery method. Upon completion, the Facilities, including the Building and associated structured parking, may be subject to a new condominium declaration with terms mutually agreed upon by the Town and the County, pursuant to which the County will acquire a fee simple condominium interest in (i) the portion of the Building to be used as the Orange County Southern Branch Library and any other uses to which the County may put its portion of the Building and (ii)parking spaces required for such uses. J. The Town will enter into a construction contract for the work. K. No Changes. L. The Parties agree that the Town shall have the right in its sole discretion to lease, or subdivide and convey title to, those portions of the Property and any improvements thereon which are not conveyed to the County. M. As contemplated by this Agreement, upon completion of construction the building and parking facilities will be converted to condominium ownership, with the Town and the County each owning condominium interests in Building space and associated parking spaces (whether located in a parking structure or on the ground). As part of the condominium arrangement, the parties will also have an undivided interest in the Common Areas designated on the final plans, and which Common Areas will be subject to the rules, rights and responsibilities established in the condominium documents. The parties agree that the conversion of parking spaces in any parking improvement made as part of this Project to condominium ownership will include in the condominium documents language establishing appropriate easements for ingress, egress and access to and between the public right-of-way and all parking spaces and establishing rules and regulations concerning use, management and maintenance of parking spaces. The parties 4 11 agree that in the event on-site parking spaces are constructed as part of the Project an adequate number of on-site parking spaces owned and paid for by the County shall be available for use by Library and Skills Development Center patrons during their normal operating hours. This number of spaces will be determined during the permitting and design of the project. These spaces will be made available to the Town while the Library and Skills Development Center are closed. All parking spaces will be considered flexible in use by both the Town and County so as to not cause unreasonable restrictions supporting Facility use by either the Town or County. The parties understand and agree that the Town will police and enforce all parking rules and regulations for the Facility. Moreover, if either party decides in the future to consider converting their parking spaces to paid parking, they will, prior to making a final decision to convert their spaces to paid parking spaces, discuss the issue with the other party. Each party shall be responsible for managing their condominium units unless the parties mutually agree otherwise in writing. Each party has the right to protect and isolate its parking (e.g. gated parking for continued free parking during library hours should paid parking be otherwise established) for the Parties' sole use and interest. ARTICLE IV Allocation Of Project Costs The Parties shall share in the costs of the Project as follows: A. Pre-development costs, site improvement costs, building design and construction costs, construction administration costs, financing costs, and contingency costs shall be shared by the Parties in accordance with the Elements of Value attached as Exhibit C to this Agreement. The Parties recognize and agree that some of these Values and the corresponding level of proportionality may not be finally established until after the majority of the design work is completed (and after this Agreement is executed). The parties acknowledge that Exhibit C represents their general understanding of the cost sharing arrangement for the Project. The Parties further agree that as soon as possible after the Schematic Design for the Project is delivered to the Parties (the "Schematic Design Delivery Date), they will review Exhibit C to ascertain whether any change in cost sharing is appropriate based on the schematic design. If the Parties are unable to come to an agreement regarding any changes to Exhibit C within forty five (45) days after the Schematic Design Delivery Date then either Party may terminate this agreement by providing ten (10) days advance written notice to the other Party of its intention to terminate this agreement. Upon such termination, each Party shall be responsible for (i) its proportionate share of costs as set forth in Exhibit C, and (ii) all costs it has otherwise incurred in connection with this Project through the date of termination. B. The County shall pay the cost of planning, design and construction of parking improvements required to support the County's use(s) on the Property. The Town shall be responsible for the balance of the cost of constructing the parking for the Project. The intent is for the County to pay the cost for the parking spaces 5 12 reasonably expected and determined to be associated with the Orange County Southern Branch Library use and any other use to which the County may choose to put its portion of the Building to be constructed on the Property. Upon completion of the work and when the Facilities become operational, the parking spaces allocated for the County's use of the Property shall be available for public parking during hours when the County's facilities is closed. C. The parties will each be responsible for their own legal and financing expenses incurred in relation to the Project. ARTICLE V Term And Termination No Changes ARTICLE VI Conditions Precedent And Contingencies The Parties understand and agree that there are a number of conditions precedent and contingencies that will impact their ability to enter into the Contracts for the Project. At a minimum, the Parties understand and agree that the following must be resolved to the County's and the Town's satisfaction before the execution of construction contract(s) for the Project: A. No Change. B. No Change C. No Change. D. No Change. E. No Change. F. No Change. G. No Change. H. No Change. I. No Change. J. No Change. K. No Change. 6 13 L. No Change. M. No Change. N. No Change. ARTICLE VII Representations And Warranties No Changes. ARTICLE VIII Remedies And Dispute Resolution No Changes. ARTICLE IX Miscellaneous No Changes. [signatures contained on next page] 7 14 IN WITNESS WHEREOF, the parties have executed this First Amendment the day and year first above written. TOWN OF CARRBORO (Town Sean BY: David Andrews, Town Manager ATTEST: Catherine Dorando, Town Clerk This document is sufficient as to form. Town Attorney This instrument has been pre-audited in the manner proscribed by the Local Government Finance Act. Finance Director COUNTY OF ORANGE (County Seal) BY: Bonnie Hammersley, County Manager ATTEST: County Clerk 8 15 County,North Carolina I, a Notary Public of the County and State aforesaid, certify that personally came before me this day and acknowledged that she is the Town Clerk/Deputy Town Clerk of the Town of Carrboro, and that the seal affixed to the foregoing instrument in writing is the corporate seal of said Town, and that said writing was signed and sealed by her in behalf of said corporation by its authority duly given and the said person acknowledged this writing to be the act a deed of said corporation. WITNESS my hand and official stamp (or seal), this the day of , 2020. (S E A L) Notary Public My Commission Expires: County,North Carolina I, a Notary Public of the County and State aforesaid, certify that personally came before me this day and acknowledged that she is the Clerk of the County of Orange, and that the seal affixed to the foregoing instrument in writing is the corporate seal of said County, and that said writing was signed and sealed by her in behalf of said corporation by its authority duly given and the said person acknowledged this writing to be the act a deed of said corporation. WITNESS my hand and official stamp (or seal), this the day of , 2020. Notary Public (S E A L) My Commission Expires: 9 16 Attachment 4 Week 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 63 64 65 66 N N N O N N O N N N O O N N N N Vf rl N tp N tv1 Ot N Public meeting Town Council Town Council LGC approval of GMP Town Council Programming 4 weeks Schematic-14 wks Site Plan Docs-3 wks Site Plan Approvals(4 submittals)-19 wks Site CDs and Approvals 11 weeks Site Construction 10 weeks TIA-12 wks Design Development-14 wks QAQC/Pricing-5 wks Building CDs-24 weeks QAQC/Pricing/Permitting-5 wks > Building Construction-56 weeks Unknowns: Closing Maple&associated approvals Zoning variances Aligning approvals with with scheduled public meetings or board meetings Seasonal alignment of sitework 1 17 I STATE OF NORTH CAROLINA COUNTY OF ORANGE DEVELOPMENT AGREEMENT REGARDING SOUTH GREENSBORO STREET PROPERTY BY AND BETWEEN THE TOWN OF CARRBORO,NORTH CAROLINA AND THE COUNTY OF ORANGE,NORTH CAROLINA THIS DEVELOPMENT AGREEMENT (the "Agreement"), made and entered into this il 4"'_day of 19eczm bcr 2017, by and between the TOWN OF CARRBORO, a North Carolina municipal corporation, hereafter referred to as the "Town", and THE COUNTY OF ORANGE, a North Carolina county, hereafter referred to as the "County". Collectively, the Town and the County are sometimes referred to in this Agreement as the"Parties". W I TNESETH: WHEREAS, the County and the Town have desired to investigate and pursue the development of an Orange County Southern Branch Library to be operated by the County and located in downtown Carrboro; and WHEREAS, the Town owns an approximately 0.88 acre parcel of land in Carrboro known as 203 South Greensboro Street and identified by Orange County parcel identification Number 9778-85-7932 (hereinafter, the "Property", illustrated in Exhibit A) which the Town acquired in April 2013 for a purchase price of Six Hundred Thousand Dollars ($600,000.00); and WHEREAS, the Town has conducted facilities needs studies to determine and forecast the Town's current and future needs for facilities to house Town administrative operations and offices; and WHEREAS, the Town and the County have each determined that they may each derive benefits for themselves and for the residents of the Town and the County if they can cooperatively plan and develop a facility (the "Facility") to house the Orange County Southern Branch Library and Town administrative offices, with potential for also accommodating other compatible uses if space and financing considerations make such collocation feasible; and WHEREAS, the County and the Town desire to establish terms pursuant to which they will cooperatively proceed with the planning, financing and development of the Property for joint use as a County library and Town administrative offices, and associated parking garage/deck facilities (collectively, all proposed improvements to the Property may be referenced to as the"Facilities"); and WHEREAS, the Property is appropriately zoned for the use proposed for the project, except that, in order for the County and the Town to construct and operate the Facility at the Site, • 18 certain zoning text amendments, administrative modifications and/or binding interpretations must be made pursuant to the Town's Land Use Ordinance so that all local government permits for the project can be issued; and WHEREAS,the Town is authorized to enter into this contract pursuant to, inter alia, the North Carolina General Statutes ("N.C.G.S.") 160A-16, and the County is authorized to enter into this contract pursuant to, inter alia, North Carolina General Statutes 153A-11, et seq., and the Town's Board of Aldermen and the County's Board of County Commissioners have each determined that it is in the best interests of their citizens to do so. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Town and the County intending to be legally bound do hereby agree as follows: ARTICLE I Definitions (a) "Agreement" shall have the meaning set forth in the preamble. "County" means Orange County, North Carolina. "Common Area" means portions of the Facilities constructed on the Property (but not the land itself)that are necessary for the Parties to function as occupants of the space. Common areas include but are not limited to stairwells, emergency egress areas, building lobbies, elevator services, restroom facilities, and equipment rooms housing electric, mechanical and other building systems. "Condominium" means the designation of portions of the Property for separate ownership and the remainder of which is designated for common ownership solely by the owners of those portions, consistent with Chapter 47C of the North Carolina General Statutes. "Condominium documents" means the declaration of covenants and restrictions governing the condominiums proposed for the Property, including the description and delegation of rights and obligations of the Town, the County and any other potential condominium owner regarding access to and use of parking spaces, common areas and other common elements described in such documents. These documents also include the organizational and operating documents that will guide the condominium association regarding the operation, maintenance,and other business associated with the Property. "Development" means the planning, design and construction by the Town and the County of the Facilities on the Property. "Development Permit" means a building permit, zoning permit, subdivision approval, special or conditional use permit, variance, or any other official action of Local Government having the effect of permitting the development of the 2 19 Property. "Development Standards" means the standards for Development set forth in the Town's Land Use Ordinance. "Facility" or"Facilities" shall have the meaning set forth in the recitals. "Governing Body" means, with respect to the Town, the Board of Aldermen, and with respect to the County, the Board of County Commissioners. "Gross floor area" as used in this Agreement means the area of space within the building to be constructed on the Property occupied by each party to this Agreement, plus the proportional share of Common Areas attributable to each party (i.e., Common Areas shall be apportioned between the parties in proportion to the amount of"gross floor area" each occupies in the building). The proportion of "gross floor area" occupied by each party shall be finally calculated upon completion of the construction plans for the building and parking deck to be constructed on the Property, and a written schedule (following in principle the Elements of Value Exhibit C) signed by each party shall be attached to this Agreement as an Addendum at that time. "Land Development Regulations" means the Town's Land Use Ordinance ("LUO") and/or those ordinances and regulations enacted by the Town for the regulation of any aspect of development and includes zoning, subdivision, or any other land development ordinances. "Laws" means all ordinances, resolutions, regulations, comprehensive plans, land development regulations, policies, and rules adopted by the Town affecting the development of the Property, and includes laws governing permitted uses of the property,density,design, and improvements. "Local Government" shall mean the Town of Carrboro, North Carolina. "N.C.G.S."means the North Carolina General Statutes. "NCDEQ"means the North Carolina Department of Environmental Quality. "NCDOT" means the North Carolina Department of Transportation. "Project" means the planning, design and construction of an approximately 65,OW gross square foot building, site improvements, and associated parking spaces and/or structure with adequate capacity for the Project. Project characteristics will include sustainable design and operation elements consistent with the adopted facility development principles of the Board of Orange County Commissioners attached as Exhibit B. The Parties also agree to incorporate the principles of value engineering during the design and construction process, thereby ensuring efficient design and use of both the initial construction capital 3 20 and ongoing operations capital. It is anticipated that upon completion of the Project, the parties may convert the Facilities to a condominium form of ownership to be governed by covenants adopted by mutual agreement of the Parties. "Public facilities" means the major capital improvements, including, but not limited to, transportation, sanitary sewer, solid waste, drainage, potable water, educational,parks and recreational, and health systems and facilities. "Schematic Design Acceptance" means the point in time defined by the mutual acceptance of both the Town and County governing boards of the final Schematic Design offered by the Designer of the Project. "Shared Areas" are areas exclusive to a condominium owner that may be reasonably offered for use by other Parties according to a mutual agreement. "Town"means the Town of Carrboro, North Carolina. "Upfit costs" means the cost of interior finishes of space in the building to be constructed on the Property such as, but not necessarily limited to, floor finishes and carpets, wall treatments, electric outlets and fixtures, plumbing fixtures, and furnishings. ARTICLE II Description Of Development Agreement A. Legal Description;Property Owners. A map and the legal description of the Property are contained in Exhibit A. The Town is the owner of the Property. B. Permitted Uses. The uses permitted on the Property,including population densities and building types, intensities, placement on the Site and design, are controlled by the applicable zoning designation for the Property under the Town's Land Use Ordinance("LUO"). C. Public Facilities. The following public facilities will service the Development: 1. Off-Site Infrastructure: The Property is served by public water and sanitary sewer (Orange Water and Sewer Authority). The Property is also served by public roads under NCDOT jurisdiction and Town jurisdiction, and by storm water services administered by the Town. 2. On-Site Infrastructure: The Town and the County shall cooperate with respect to the design of the Facilities, including the planning and development of any onsite infrastructure necessary for the construction, use and operation of the Facilities at the Property in accordance with the terms of this Agreement. 4 21 D. Development Standards. The Project shall be subject to the Town's policies and procedures regarding standards of development, as set forth in the Town's Land Use Ordinance. ARTICLE III Parties' Responsibilities A. The Parties' agree to negotiate and enter into such other agreements as may be necessary or appropriate to facilitate the financing and construction of the Project. The Parties intend that upon substantial completion of construction, they may convert ownership of the Facilities to be constructed on the Property pursuant to this Agreement to a condominium form of ownership to be governed by mutually agreed upon covenants. B. The County and the Town, in accordance with applicable laws pertaining to public construction projects, will undertake to select a designer for the Project. The Town and the County will provide four (4) persons each to serve on the designer evaluation and recommendation Committee. The County elected Board will approve two preferred designers recommended by the Committee and will refer these designers to the Town elected Board for the final selection of the Designer. The Town and the County will work together with the selected designer to prepare the necessary local government permit application(s) for the Project. The design of the Facilities shall be mutually agreed upon by the Parties. The County and Town will bear the costs for the preparation of schematic design drawings in accordance with Article IV.A of this agreement. The Town will be responsible for contracting for the designer and related professional services providing preliminary information that inures to the design of the Project C. The Town, as Owner of the Property, will be primarily responsible for procuring all necessary development approvals for the Project to permit the Orange County Southern Branch Library on the Building's lower floors, the proposed uses on the upper floors as described herein and the required associated parking. The County will support the Town's efforts to secure the necessary permits. D. Provided the Town approves and issues all necessary development permits for the Project, the Parties will coordinate to complete construction drawings for the Project. E. The Town, in accordance with applicable laws pertaining to public construction projects, will enter into contract(s) for development of the construction documents for the Project. F. Upon approval of the construction documents and issuance of the necessary permits (the `Building Permit(s)"), the Town will at a time reasonably agreed between the Parties begin construction of the Project. 5 • 22 G. The Parties will finance their respective shares of the Project costs according to Exhibit C —Elements of Value. The Town will arrange for construction financing of its proportional share of the Project costs (based on Exhibit C), subject to Local Government Commission approval of the financing plan.The County shall finance its proportionate share of the Project costs (based on Exhibit C) in such manner as may be determined by the County. H. The Town will contract with all necessary design, engineering and construction firms for any environmental remediation work required by NCDEQ. The Town is solely responsible for the cost of such environmental remediation work for remediation of any conditions existing on the Property at the time of or prior to the day and date first set out above. I. The Town will contract with professionals for the construction of the Project, using a legally permitted construction delivery method. Upon completion, the Facilities, including the Building and structured parking, shall be subject to a new condominium declaration with terms mutually agreed upon by the Town and the County, pursuant to which the County will acquire a fee simple condominium interest in the assigned parking areas and the Orange County Southern Branch Library. J. The Town will enter into a construction contract for the work. K. The Town has historically provided support for the McDougle branch library and the Cybrary. As part of the Project, the Town will provide, in lieu of its historical support of the McDougle branch library and the Cybrary, a single mode dark fiber optic continuous physical path consisting of a single strand of fiber connecting a County specified demarcation location inside the Branch Library to an MCNC NCREN point of presence located on the University of North Carolina Chapel Hill (UNCCH) campus. Use of this path by the County may be terminated by the Town with a minimum of six (6) months written notice to the County, but only in the event that UNCCH notifies the Town of UNCCH's intention to terminate its agreement with the Town pursuant to which the Town has access to the dark fiber path on the UNCCH campus. At the time of such termination, the parties agree to negotiate in good faith an agreement regarding the Town providing substitute service to the Library. The Town will also provide the County access to the Town's multi-strand dark fiber optic network giving the County potential interconnectivity to the University of North Carolina Chapel Hill campus, OWASA, CHCCS, Town of Chapel Hill and other locations within and near the Town. The Town will pay the capital cost of the infrastructure improvements necessary to provide access to the single mode dark fiber optic path described in this paragraph(estimated to be approximately $70,000.00). L. The Parties agree that the Town shall have the right in its sole discretion to lease, or subdivide and convey title to, those portions of the Property and any 6 23 improvements thereon which are not conveyed to the County for use as parking spaces and the Orange County Southern Branch Library. M. As contemplated by this agreement, upon completion of construction the building and parking garage shall be converted to condominium ownership, with the Town and the County each owning condominium interests in building space and associated parking spaces. This includes parking spaces in any constructed parking structure and ground spaces. As part of the condominium arrangement, the parties will also have an undivided interest in the Common Areas designated on the final plans, and which Common Areas will be subject to the rules, rights and responsibilities established in the condominium documents. The parties agree that the conversion of spaces in the parking deck to condominium ownership will include in the condominium documents language establishing appropriate easements for ingress, egress and access to and between the public right-of-way and all parking spaces and establishing rules and regulations concerning use, management and maintenance of parking spaces. The parties agree that in the event on-site parking spaces are constructed as part of the project an adequate number of on-site parking spaces will be owned and paid for by the County shall be available for use by Library patrons during normal Library operating hours. This number of spaces will be determined during the permitting and design of the project. These spaces will be made available to the Town while the Library is closed. All parking spaces will be considered flexible in use by both the Town and County so as to not cause unreasonable restrictions supporting Facility use by either the Town or County. The parties understand and agree that the Town will police and enforce all parking rules and regulations for the Facility. Moreover, if either party decides in the future to consider converting their parking spaces to paid parking, they will, prior to making a final decision to convert their spaces to paid parking spaces, discuss the issue with the other party. Each party shall be responsible for managing their condominium units unless the parties mutually agree otherwise in writing. Each party has the right to protect and isolate its parking (e.g. gated parking for continued free parking during library hours should paid parking be otherwise established) for the Parties' sole use and interest. ARTICLE IV Allocation Of Project Costs The Parties shall share in the costs of the Project as follows: A. Pre-development costs, site improvement costs, building design and construction costs, construction administration costs, financing costs, and contingency costs shall be shared by the parties in accordance with the Elements of Value attached as Exhibit C to this Agreement. The parties recognize and agree that some of these Values and the corresponding level of proportionality may not be finally established until after the majority of the design work is completed (and after this Agreement is executed). The parties acknowledge that Exhibit C represents their general understanding of the cost sharing; however, the parties agree to negotiate 7 24 in good faith the fair and equitable share of all costs associated with this project as soon as possible after the Schematic Design work is completed. If the parties are unable to come to an agreement within forty five (45) days after the Schematic Design Acceptance date (such date of completion to be established by written notice to the parties from the design professional) then either party may terminate this agreement by providing ten (10) days advance written notice to the other party of its intention to terminate this agreement. Upon such termination, each party shall be responsible for all costs it has incurred in connection with this project through the date of termination. B. The County shall pay the cost for the amount of parking deemed required to support the library facility within the total cost of constructing parking on the Property. The Town shall be responsible for the balance of the cost of constructing the parking for the Project. The intent is for the County to pay the cost for the parking spaces reasonably expected and determined to be associated with the Orange County Southern Branch Library use. Upon completion of the work and when the Facilities become operational, the County agrees that the parking spaces allocated for the Orange County Southern Branch Library use of the Property shall be available for public parking during hours when the library is closed. C. The parties will each be responsible for their own legal and financing expenses incurred in relation to the Project. ARTICLE V Term And Termination This Agreement shall be effective upon the full execution of the Contracts and shall continue until completion of the Project unless earlier terminated as provided herein. This A g r e e in e n t shall terminate: (i) at any time by either party within forty five (45) days after the design professional has confirmed to the parties in writing that the Schematic Design for the building and parking deck on the Property is substantially completed as set forth in Article IV.A above, (i i) at any other time by mutual agreement of the Parties; or (iii) by the Town, upon the material breach by County of any provision contained herein which material breach remains uncured by County after the Town provides thirty (30) days advance written notice of said material breach to County, or (iv) by County, upon the material breach by the Town of any provision contained herein which material breach remains uncured by the Town after County provides thirty (30) days advance written notice of said material breach to the Town. ARTICLE VI Conditions Precedent And Contingencies The Parties understand and agree that there are a number of conditions precedent and contingencies that will impact their ability to enter into the Contracts for the Project. At a 8 25 minimum, the Parties understand and agree that the following must be resolved to the County's and the Town's satisfaction: A. The Town obtaining all Permits, including zoning, conditional/special use permits, variances, subdivision plats, approvals, permits, easements and licenses for the Project and the Town grants all necessary Permits which allow for the County's proposed use of the Property. B. The County and the Town secure all necessary approvals from their respective governing Boards or Managers as delegated by their respective Boards to proceed with the Project at mutually agreed, predefined points during the project (for example: sizing and elements of exclusive, shared, and common area spaces, the selection of Designer, schematic design, construction method, etc.). C. The Town and the County are able to procure suitable financing for their respective components of the Project. The parties contemplate that upon completion of construction, the parties may divide the Facilities, or parts thereof, into condominium units to be owned by the County and the Town, respectively. The parties acknowledge that these contemplated financing agreements and transactions may be altered by mutual agreement of the Parties and are or may be subject to approval of the North Carolina Treasurer, Local Government Commission. D. The mutual negotiation and execution of an Environmental Indemnification Agreement whereby the Town will indemnify the County for any and all liability, loss, damage, cost and expense (including reasonable attorneys' fees and expenses) resulting from any 'Hazardous Substance" (as defined below) existing on or under the Property or originating on the Property and migrating off-site in violation of applicable Environmental Laws, but only to the extent that the Hazardous Substance existed at the Property prior to the date of this Agreement. The Town shall not be liable with regard to any Hazardous Substances disposed of, placed, or otherwise existing on or under the Property because of the actions of the County. The County will likewise, and to the extent permitted by law, indemnify the Town for any and all liability, loss, damage, cost and expense (including reasonable attorneys' fees and expenses) resulting from any Hazardous Substances existing on or under the Property or originating on the Property and migrating off-site in violation of applicable Environmental Laws that are introduced or placed on the Property, or caused to migrate off the property, because of the actions of the County. Save and except any liability resulting from remediation required by NCDEQ which shall solely rest with the Town, neither Party shall be liable to the other for liabilities, losses, damages, costs or expenses resulting from the actions of third Parties after the date on which the County leases or otherwise acquires a legal interest in the Property. 9 26 "Hazardous Substances" shall mean: (a) those substances included within the definitions of any one or more of the terms "hazardous materials," "hazardous wastes," "hazardous substances," "industrial wastes," and "toxic pollutants," as such terms are defined under the Environmental Laws, or any of them; (b) petroleum and petroleum products, including, without limitation, crude oil and any fractions thereof; (c) natural gas, synthetic gas and any mixtures thereof; (d) asbestos and or any material which contains any hydrated mineral silicate, including, without limitation, chrysotile, amosite, crocidolite, tremolite, anthophyllite and/or actinolite, whether friable or non-friable; (e) polychlorinated biphenyl ("PCBs") or PCB-containing materials or fluids; (f) radon; (g) any other hazardous or radioactive substance, material, pollutant, contaminant or waste; and (h) any other substance with respect to which any Environmental Law or governmental authority requires environmental investigation, monitoring or remediation. As used herein, the term "Environmental Laws" shall mean all federal, state and local laws, statutes, ordinances and regulations, now or hereafter in effect, in each case as amended or supplemented from time to time, including, without limitation, all applicable judicial or administrative orders, applicable consent decrees and binding judgments relating to the regulation and protection of human health, safety, the environment and natural resources (including, without limitation, ambient air, surface, water, groundwater, wetlands, land surface or subsurface strata, wildlife, aquatic species and vegetation), including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. § 9601 et. seq.), the Hazardous Material Transportation Act, as amended (49 U.S.C. §§ 5101 et. seq.), the Federal Insecticide, Fungicide, and Rodenticide Act, as amended (7 U.S.C. § 136 et. seq.), the Resource Conservation and Recovery Act, as amended (42 U.S.C. § 6901 et seq.), the Toxic Substances Control Act, as amended (15 U.S.C. § 2601 et seq.), the Clean Air Act, as amended (42 U.S.C. § 7401 et. seq.), the Federal Water Pollution Control Act, as amended (33 U.S.C. § 1251 et. seq), the Safe Drinking Water Act, as amended (42 U.S.C. § 300f et. seq.), any state or local counterpart or equivalent of any of the foregoing, and any federal, state or local transfer of ownership notification or approval statutes. "Release" shall mean any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing of any Hazardous Substances. E. The negotiation and completion of agreements and documents guiding the selection of designers and contractors, the timelines for the completion of various aspects of the design work, the methods and scheduling input, and other specific design and construction coordination necessary to ensure the successful completion of the Project. F. The negotiation and execution of this Agreement (wherein the Town and the County's property interests in the Facilities may convert to condominium interests post-construction) under which the Parties shall have 10 27 I the right to construct the improvements on the Property subject to the Partiess' obligation to subject all improvements constructed on the Property to a condominium. G. Confirmation that adequate utilities services suitable for the proposed uses to be included within the Building are available for connection within a reasonable distance from the Property. H. The Town complying with all necessary requirements for contracting applicable to North Carolina local governments. I. All governmental and other third party consents and approvals shall be obtained; there shall be no significant pending or threatened litigation materially adversely affecting the Property. J. The Town understands and agrees that the provision of sufficient way-finding and other signage is necessary for the public to quickly and conveniently locate the Orange County Southern Branch Library. The Parties understand and agree that wayfinding signage for the Project is subject to regulation by the Town. K. The Parties under this Agreement (prior to the completion of construction) and as condominium unit owners (following the completion of construction) will agree to contribute pro rata to the common area maintenance and insurance provided by the Town as lessor and/or by any condominium owners association to be formed by the Parties, for the Project including a reasonable pro-rata contribution for maintenance of the sidewalks and other shared amenities at the Property. Because the Parties are exempt from paying ad valorem taxes, the typical procedure of apportioning each tenant a share of those taxes assessed against common areas is not applicable. L. During hours when the Library is not being used by the County, the County will agree to allow its parking spaces to be used by the public. M. The Town secures environmental regulatory approval from,NCDEQ prior to the commencement of construction or provides reasonable security to cover the Town's environmental responsibilities until regulatory approval is obtained. N. Consistent with the scope of each Party's responsibilities hereunder, all necessary and appropriate construction and crane easements will be secured by the Town and County from all adjacent landowners. ARTICLE VII Representations And Warranties 11 28 The Town and the County each represent to the other to the best of their respective knowledge: A. The Town and the County have all requisite power and authority to execute this Agreement, and any other instruments required to be delivered by the Town or the County hereunder. B. The Town's and the County's entry into this Agreement will not violate any private restriction or agreement or, to the best of the Town's or the County's knowledge without investigation or inquiry, any applicable statute, ordinance, governmental restriction or regulation. C. During the Term, the Town will not execute or create any lease, contract, option, easement, covenant, condition, restriction, lien or encumbrance with respect to the Property or any portion thereof without the written consent of County unless the same is terminable upon no more than sixty (60) days written notice, or otherwise may be cleared on or before any Closing or Lease Commencement Date that may be contemplated in any Contract that may be entered into between the Town and the County, or that otherwise will be subordinated to the County's potential ground lease. D. There is no pending or threatened action, litigation, bankruptcy, condemnation, or other proceeding of any kind pending against the Town or the County which materially adversely affects the Property. E. No broker, finder or other intermediary is involved in the transaction contemplated by this Agreement, and that no brokerage fee or commission is due and payable by the Town or the County upon any lease or conveyance of the Property. F. The Town has not received written notice of any violations of any laws, ordinances or similar rules and regulations relating and/or applicable to the ownership, use and operation of the Property as it is now operated, and/or other licenses or permits, which remain uncured. G. No assessments or special assessments for public improvements or otherwise have been levied or are now affecting the Property. H. To the best of the Town's present knowledge, the Property is not within an area determined to be flood-prone under the Federal Flood Protection Act of 1973. ARTICLE VIII Remedies And Dispute Resolution A. Concerning Remedies. The exercise of a particular remedy does not preclude the exercise of any or all other available remedies herein except as provided 12 29 herein. No delay in the exercise of a remedy shall constitute a waiver of that remedy. Nothing in this Agreement is intended to relieve a party from its common law duty to mitigate damages. B. Disputes. The parties shall attempt in good faith to resolve any dispute, controversy or claim arising out of this Agreement between them by negotiations by those persons of the Town and the County who have authority to act and who will promptly meet for negotiations to attempt to settle the dispute. ARTICLE IX Miscellaneous A. Assignment. The rights under this Agreement may be transferred and assigned only upon the written consent of the non-assigning Party. B. Fees and Expenses. Except as may be specifically provided in this Agreement, each Party will be responsible for his or its own legal fees and expenses incurred in connection with the transactions contemplated by this Agreement. C. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina. Any dispute regarding this Agreement shall be filed in a court of competent jurisdiction located in Orange County, NC. D. Counterparts. This Agreement may be executed in any number of I counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same document. A signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy. E. Amendment. This Agreement shall not be amended except by a written instrument executed by both the County and the Town. F. No Third Party Beneficiaries. Nothing contained in this Agreement shall be deemed to create a contractual relationship with, or a cause of action in favor of, any third party against the Town or the County. G. Entire Agreement, Amendment; Construction. This Agreement, together with the Exhibits attached hereto and all other agreements referred to herein or relating to I the subject matter hereof, contains the entire agreement between the parties as to I the subject matter referenced herein, and supersedes all prior agreements, understandings or undertakings (whether oral, written, electronic or otherwise) between the parties with respect to the subject matter hereof. No amendment may be made to this Agreement except with the prior written consent of all parties hereto. The section titles and headings herein are for convenience of reference 13 30 only and do not define, modify or limit any of the terms and provisions hereof. Article, Section and Exhibit references herein are to Articles, Sections and Exhibits of this Agreement unless otherwise noted. The use of words "include" or "including" in this Agreement shall be by way of example rather than by limitation. The use of the words "or," "either"or"any" shall not be exclusive. H. Representations and Warranties of the Parties. Each of the parties, and each person executing this Agreement on behalf thereof, represent and warrant, as applicable, that (1) such party or person has the full power and authority to enter into this Agreement and the agreements or instruments referred to herein, to execute them on behalf of the party indicated on the signature page thereof, and to perform the obligations hereunder and thereunder, (2) such party is acting on its own behalf and on behalf of its members, successors and assigns, (3) this Agreement and the other agreements referenced herein are the valid and binding obligations of such party, enforceable against it in accordance with their terms, (4) entering into this Agreement and the other agreements referenced herein does not conflict with any other agreements entered into by either party, and (5) the execution, delivery and performance of this Agreement has been duly and validly authorized by all necessary corporate or governmental action on its part. J. Exhibit List. The following exhibits are hereby incorporated by reference: EXHIBIT A: Map Denoting Site, Legal Description of Site, Legal and Equitable Owners EXHIBIT B Sustainable Design and Operations Elements Guidelines EXHIBIT C Elements of Value [signatures contained on next page] 14 31 IN WITNESS WHEREOF,the parties have executed this Agreement the day and year first above written. TOWN OF CARRBORO BY:/I W. /'Wly� David Andrews, Town Manager This document is sufficient as to form. Town Attorney This instrument as been preaudited in th anner required by the Local Government Budget and Fiscal C of Act. Finance Director COUNTY OF ORANGE BY: Bonnie Hammersley, County i ager This document i fficient as to form. �Iunty Attorney This ' st nth been preaudited in the manner required by the Local Government Budget and isca Co tr Act. Coun Chie Finan al Officer 15 I Exhibit A - 203 S. Greensboro St. 32 IF t r milk 111,11 ■ ■ ■ ■ F { 1111 ,r r rf ;jj� . rrrrtwlW"WOMle.rrwr ■ � �4 � +'+p^aa��arr+rrrrtr+ - ■ ` �rrrr�r�RrrtrtrOME i i�rrrf rtrtrrrry�i'rtr R4�BERSO?I ST rt1F� - w rtf • Jtf __ OL ■ ■ — rF `97,78857932' f. ., 0.89 ac. EL low M p - � k Y ■ Parcel of Interest Parcels N tin=50 feel .�... Existing Water Chapel Hill Transit A 0 20 Feel Existing Sewer OrengeCaxrlyPlaning and ln 8 Bean Carson(1011211 17 33 20130410D00085470 DEED Bk:RB5582 P9:486 04/10/2013 10 4!55 AM 114 FILED Deborah B. Brooks Register of Deeds, Orange Co,NC RecordingQ Fee: s26.0fl NC Real Eslale TR. t1200.00 Prepared by: Ellis&Winters LLP(DL.H), 1100 Crescent Green Drive,Suite 200,Cary,NC 27518 Return to: Grantee Brief Description for the Index 203 S. Greensboro Street STATE OF NORTH CAROLINA ) SPECIAL WARRANTY DEED ORANGE COUNTY ) Excise Tax: $1,200.00 Pin(s): 9778-85-7932 THIS DEED made this /0 day of April,2013, by and between GRANTOR GRANTEE SunTrust Bank, The Town of Carrboro, a Georgia banking corporation a North Carolina municipal corporation whose mailing address is: whose mailing address is: 303 Peachtree Street,N.E., 36th Floor 301 W. Main Street, Atlanta, GA 30308 Carrboro,NC 27510 Enter in appropriate block for each parry:name,address,and,if appropriate,character of entity,e.g.corporation or partnership. The designation Grantor and Grantee,as used herein,shall include said parties,their heirs,successors,and assigns,and shall include singular,plural,masculine,feminine or neuter as required by context. WITNESSETH,that Grantor, for and in consideration of the stun of Ten and No/100 Dollars($10.00)and other good and valuable consideration in hand paid at and before the delivery of these presents,the receipt and sufficiency of which are hereby acknowledged,has granted,bargained, sold, transferred,conveyed and confirmed and by these presents does grant, bargain, sell, and convey unto the Grantee in fee simple, all that certain tract or parcel of land lying and being in Change County, North Carolina, being more particularly described on 1 #931146 34 1118511821 B7 2/11411111111I1111 EXHIBIT A (the"Pro rt ")attached hereto and incorporated herein by reference. The Property hereinabove described was acquired by Grantor by instrument recorded in Book 5517,Page 541,Orange County Registry. The Property herein conveyed does not include the primary residence of Grantor. TO HAVE AND TO HOLD the aforesaid Property and all privileges and appurtenances thereto belonging to the Grantee in fee simple. And Grantor covenants with Grantee,that Grantor has done nothing to title to impair such title as Grantor received,and Grantor will warrant and defend the title against the lawful claims of all persons claiming by, under or through Grantor,except for the exceptions hereinafter stated. Title to the Property is subject to the following exceptions: (i)the lien of real estate taxes, taxes imposed by special assessment and water, sewer,vault, public space and other public charges which are not yet due and payable, (ii)all applicable laws (including zoning, building ordinances and land use regulations),(iii)all easements,restrictions,covenants,agreements, conditions,and other matters of record, and (iv)all matters that may be revealed by a current and accurate survey or inspection of the Property. Grantor makes no warranty or representation as to the condition of the Property or any improvements thereon, including without limitation,any latent or environmental defects in the Property or in any improvements thereon and the serviceability or fitness for a particular purpose of the Property or any improvements thereon, and Grantee accepts the Property and any improvements thereon"AS IS"without recourse against Grantor. [Signature page follows.] z #931146 I 35 R65582 488 314 IN WITNESS WHEREOF, Grantor has caused this instrument to be signed in its name and delivered as of the date indicated on the first page of this Deed. GRANTOR: SunTrust Bank, a Georgia ng corporation By: Name: Erica S. Henning Title: Vice President Wake County, North Carolina I certify that the following person personally appeared before me this day and acknowledged to me that she voluntarily signed the foregoing document for the purpose stated therein and in th capacity indicated: Erica S. Henning. Date: ZOY3 My Commission Expires: No�bfi�.— rint a 2a/y Name: [Affix Notary Stamp or Sea]] Notary Public �. Wake County North Carolina Fcommission Ex Tres - . 3 #931146 36 EXHIBIT A 1111111101111111111111 (to Special Warranty Deed) RBSs82 489 4/4 Legal Description of Property All of that property consisting of 0.883 acres,surveyed as"Fakhoury Property"per Recombination Map of Fakhoury Property"surveyed by Kenneth Close,Inc. recorded in Book of Maps 94, Page 24, Grange County Registry, formerly identified as Tract 1 and Tract 2,now combined. New Parcel #9778-85-7932 from old Parcel #s 9778-85-5886 and 9778-85-6892 4 #931146 Ne . .�e .�.or aw>Ao ►aso 37 � �.LPs�11Hra� «..• OR 20 A 0 1� .IorcE fl PEARSpR _ STMET �=41C Rciwr+�AIL pF1M W�M!AO[Iri Rl41RD+fKOM. 1 e� e 1 2 niRc.rr a.ou,re nr nriwc rwivnw,a�j+/�wrl(m�wr« �+Wl a8a3 ACRES 1 now .,"'_ 1 w �1 (NW Lor Al 1 11 rtrww,wNw w rwws�sti �w 1 1 1 AM/DIM �R04 1 1 I,eY.YO w.OeA Miry NOO1W wV weurp �r�w1F Me 1 Y.1yn4ee tl C.R mom lw �. 1a111ar1ip l.Ir�lOYe4R4�/Ylmpr'e�®�wMl � C Com iv i1e a A CM +I' CM om R win q o �.we�r p wr Q�4 ACM R Ae.T f/ i v��rM u�yaA aaw ACRES!�n lav wo mRU Ilk _ =a.� i.4•': a�,,.�e,dim �� `k -94Ms1N ad �_ lOrll� �w.fl fitlYRr it �ti.��wur wrO1V� ��r� (xS GPMYtCowr SYa1 rw1e9M1 P. �f��eV _ aler orcw w �nr, (es-toe MiF stt �Muafat K fled ,�. a7�'YiiK71.v�wa>K C7>�ee -.ff'/o1G'E9 a)ser7 Inc 1w�GaP fworaw y' A110.ve,u lmlNlmw Ragas!rw wm�o 91W ML�dLi rill rRnae IN GW�O�S -wMM U111'rD147 lYLtlN,K fl.rJ O01 I ra s w ww me rllwora er mm ora�ewo !l�vS Now aeeaaslwnuv.wP Or XrNNM CLOSE. INC. FAKHOURY PROPERTY rRAWrr AMP-AMEAM rC fw. mo (sr.Wr fJ,+ nrf.(rr►HJr-�sa �inr J-7 - 7w.• owlet,s,. couvm. e�owoc 11-:�-ar wRYLYEv W. ,w „• Jo w a[cpaaen«souc OF aAv SPIE, AWN Gvolaw g- f SC4LE t'-A• WAWN W. sv SME IN FM ZONE Mo Pik wm-as-mm!sm-es-an CHECKED& CLOSW BY srn/rc I ( I 38 Exhibit B—Sustainable Design and Operations Elements Guidelines The Development Agreement recognizes the goals of Orange County and the Town of Carrboro to be guided by design and operations elements of the High Performance Building Standards developed by the Triangle J Council of Governments ("TJCOG") in 2001. Orange County adopted this standard as part of its Space Development criteria in 200S. These High Performance Building Standards were initially developed by a task force led by TJCOG, including representatives from Orange County, and design professionals within the Triangle Area. These published guidelines have been nationally recognized and formed the basis for the Leadership in Energy and Environmental Design ("LEED")version II, established by the United States Green Building Council ("USGBC"). The standards are recognized for their innovation and quality of results related to sustainable, energy efficient, and resilient building outcomes. Orange County and Carrboro recognize the current initiative to update these guidelines consistent with current benchmarks and advances in design and building science. Sustainable design, construction and operations methods will be evident within the design and build process and will be explicitly communicated throughout the development process. i 39 EXHIBIT C 203 S.GreWwboro Davebpmem Agreement EbmeMs of Vat- al AN share TOWn Cou WI Pro tbnel Xotes land Properly 2 Men,anwronmentax remeMssn.monenting Adequate Structured ParWN De.IgrVTesgng'PermMinyEMNbm.ms/Fees 5 Prdtminary visart planning Includes d—nions on level of tannin appearance.aesihelcs 6 ZonmglLard Use ePpww—fees y ular"WainesnWAbre artaysa iees 8 unkly'miraslru-n Impact tee, 9 Designer Fees for Carrboro Planning Propess'Apprwss t0 Preliminary sale assessment fees I x I Includes geotechncs,envin nmmlal,cultural.traMc stud- t 1 Susni n-1,/E—gy Modeling and Ansyess Fees High performance building Standards analysis,cost benell ansys, 12 Site/CwiViandscapa tlesgn.CA lees,design ni cmlingencies 13 owng Shell.Core Area tlesgn.Cmsouct'ion AOmmisnalion design contingencies 14 0¢upanl Uple design.Construction Adiwnstralon,design contingencies Occupants pay Its uplN costs Site Topl.. 15 De--iinuchon t6 Cleartg,grading erce cantrd t] Subsur(we conditions/unsuaable sal, 16 site St .at,management system 13 R-run,was/salely,ra1Mg It necessary m design 14 Onsse walkways: lty specia sort-ng 16 Temporary staging/stockpiling areas 17 Building Shot Utility asyr,—to dentdmd demarcarm pants to Uhlhy can_noh leesx If separately metered,per cmdeminium owner t9 She lightin 20 $hHl marqugis stgnage ederior wayhnoing sgnage 21 Amenities,site furndure/bike parking 22 Sold waste:racycbng la;dmes 23 Bus stay/shelter ad.gansd — 24 sanitary till stat--uremerw lit nWcossaryl 25 site r—nuclon conhngercies 011-Me Topic. 26 Off-she roadway or p�estnan niprov ent8 2, OH Site budding 014 WArty unProvement8 po properly Intel n 06-shell Ycla Pathway cpnSidenauoua 29 OR spa cpnsbucixin lateral staging anal coats off -sae cCnlingenctes Shah,Con 8 MemNbd Common Area Conatructbn All man systems to dentif ed demarcations within exclusive occupant interior spaces 30 Foundation System 31 Root System.Building drainage leaders/surlace drana�e piping 32 Gore eievala,shah and equpnWnf 33 Core&dammed Gammon Area Potable weer Sauce/ba kHow prevenler From sae deem—on b Coe a C--Area faxoth se 34 Coe a xJennlie0 Gammon Area son lay wrier service 35 LaeBitlenutmtl Common Area poweriranaformer's vice 36 Core a idennhetl Coin min Area nalural gas awvoe e- 3T Core 6 dennhed Common Area III,protection bhot components 38 Core 6 dentdcd Coin M.Area ani, ode eyslems mstalaticn 39 Care 8 denhli"Common Area uplit constructor, 40 Core a denied Common Areas�udty/soces5/Av.teledata 41 Core&ractsbad Constrain Areafurniturefurniture.Wines.and equpnvint 42 shill,Care a denthad Common Area contingences ExclwMs Coridombsum Space lort rlors Each party beers aN cosh of exelua lye apace rr.Ya 43 Upiit branch builtling systems Branch systems-lude eleelrca'.mechanics,piumbmg and fire protect-wihin exclusive areas 44 UPtit(archhecturs coin--.) Wish doors.ceilings.Ibar—a ing/Ireatment.bghting.etc 45 Upls.-only/access/AVAeledata 46 Up,furn4ure fork, armequi- 4y upfdcmnngencles Olhar costs Each party bear.Ito otm cosh 46 L gal Costs 49 Financing Costs TM Panle,agree as toltows. The Toads cats pursuant to N.Agreemanl shall not exceed 69,600,000.00(Nlw Million Six Hundred Thousentl Dollars). Any coat.in excess pat this amount net be aulhorhsil by the Town of Carrboro aderpareon.through a written amendment to the Agreement. The County.costs pursuant to Intl Agreement shall not—inal.T,54y,500.0)(Seven Million Five Hundred Forty Seven Tho usand Fly.Hundred Dollar.). Arty costs In excess of this amount must be auffinu-d by the Orange County Board of Commissioners through a written ammdmem I,the Agreement. -proPortlonal beans for these Items Is amlclpstad to be determined In the design phase as ouildinq elements and systems era mare specifically known,with the cost eta lrg likely to be less than equal but more than on a proportional square footage basis.