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HomeMy WebLinkAboutOTHER-2026-006-Approval of the School Construction Interlocal Agreement AGREEMENT FOR THE CONSTRUCTION AND RENOVATION OF VARIOUS SCHOOL PROJECTS This INTERLOCAL AGREEMENT ( "Agreement") is hereby made and entered into this the day of 2026 , by and between ORANGE COUNTY , hereinafter referred to as (" County") , and the ORANGE COUNTY SCHOOLS BOARD OF EDUCATION , and the CHAPEL HILL-CARRBORO CITY SCHOOLS BOARD OF EDUCATION hereinafter referred to as ( "School Districts ") pursuant to N . C . Gen . Statute § 115C et seq. WITNESSETH : WHEREAS , pursuant to N . C . G . S . § 115C- 521 , § 115C-249 ( c) , § 115C-522 (c) , and § 115C- 524 , the building of all new School District facilities and the repairing of all School District facilities shall be under the control and direction of the School Districts ; and WHEREAS , N . C . G . S . § 153A- 158 . 1 authorizes the County to assume responsibility for various aspects of the construction , equipping , expanding and improvement of School Districts facilities ; and WHEREAS , it is the law of the State of North Carolina that certain facilities for a public education system will be funded by county governments in accordance with specific expenditure items set forth in N . C . G . S . Chapter 115C ; and WHEREAS , the County and School Districts desire to promote the excellence and viability of both Districts and to address the ongoing need for acquisition , construction , and renovation of property to be used for School District purposes and to the greatest extent practical align such acquisition , construction , and renovation with the principles of the Woolpert School Facility and Optimization Plan (the "Woolpert Report" ) ; and WHEREAS , it is the parties desire to continue the collaborative approach for site acquisition , design , and construction to be completed in a cost-effective manner, within available funding and , to create School District facilities that maximize instructional opportunities for students and ensure efficient operations ; and WHEREAS , collaboration between School Districts and County staff benefits the taxpayers of Orange County by ensuring that projects are timely completed , within budget , and to facilitate the implementation of an orderly and effective capital improvement plan . NOW, THEREFORE , in consideration of the mutual covenants , promises and agreements contained herein , the parties hereto agree as follows : ARTICLE I PURPOSE 1 . 01 The purposes of this Agreement are to ; 1 ) continue the existing collaborative , consultative processes for the acquisition , design , construction , and renovation of School District facilities and the development and execution of the School Districts capital improvement plan , and 2) provide for the management and oversight of all construction and renovation projects to be funded by the 2024 Orange County General Obligation Bond (" Project(s] ") . The parties recognize that a continuing cooperative working relationship between the School Districts and the County will promote efficiency , collaboration , and transparency and completion of projects on time and within budget . ARTICLE II TERM AND TERMINATION 2 . 01 Term . The term of this Agreement shall begin on the date reflected in the first paragraph of the Agreement and expire June 30 , 2033 , unless otherwise extended by mutual agreement of the parties . 2002 Termination . The parties shall each have the right to terminate this Agreement with or without cause upon giving sixty (60) days written notice to the other parties in writing , including the reason for termination . Any such termination by one party shall not affect the rights and obligations of the remaining parties to this Agreement . 2 . 03 Effect of Termination . The roles and responsibilities of any withdrawing party shall terminate sixty (60 ) days after notice is given by the withdrawing party unless otherwise agreed by written consent of the other parties executed with the same formality as the foregoing document . Any termination under this Section shall not terminate or otherwise affect properly authorized resolutions entered pursuant to this Agreement , the provisions of N . C . G . S . 153A- 158 . 1 for the transfer to the County of responsibility for construction , improvement , ownership , and acquisition of School District property , any ongoing Project , any sales tax recapture agreement entered into between the parties , or any construction or acquisition agreement entered into between the parties . ARTICLE III JOINT SCHOOL FACILITIES CORE TEAM 3 . 01 Core Team . The County and the School Districts hereby create the committee known as the Joint School Facilities Core Team (" Core Team " ) . 3 . 02 Purpose . The Core Team shall promote regular , informed , and interactive communications between the County and the School Districts concerning research , investigation , evaluation , funding , and implementation of the School District ' s capital improvement plan and Projects , without limiting the statutory rights or duties of either party . 3 . 03 . Membership . The Core Team will consist solely of professional staff of the three Parties. Each Party shall appoint staff members to the Core Team necessary to efficiently carry out the purposes set forth in this Agreement . These staff members should represent the County ' s Budget and Finance functions , as well as the School Districts Finance and Operations functions . County members shall be appointed by the County Manager, and School District members shall be appointed by their respective Superintendents . 3 . 04 Liaison Designee . From the membership of the Core Team , each party shall designate representatives to communicate information regarding the implementation of this Agreement to the party 's governing board . 3 . 05 Collaboration Process . The Core Team will implement the collaboration process through a series of written documents and work plans that guide their scope of work . These written documents may include , but not be limited to , defining roles and responsibilities of the Core Team membership as well as roles and responsibilities of County and School District staff that support the purpose of the Core Team . Any written processes or work plans shall be reviewed by Core Team members at least every two years . The Core Team shall meet at least quarterly to review proposed Projects , and meet more frequently as needed . 3 . 06 Regular Communication between Boards . The Core Team shall present to the joint meeting between the boards of each of the Parties at least once annually to discuss School District needs , including the implementation of this Agreement and the collaboration of the Parties as set forth herein . Following each quarterly meeting , the designated liaison from each party may present an information update at a business meeting of their respective governing board . 3 . 07 Adherence to School Construction Planninq Policies . Representatives from the School Districts shall communicate through the Core Team the alignment of new construction with the School Major Project Planning Addendum as passed by the Board of County Commissioners on January 21 , 2025 (the "Addendum ") . 3 . 08 Regular Communication to the Public . The County will create and manage a website that tracks Project progress and spending . The School Districts will provide information to update the website at least quarterly . County staff shall communicate at least quarterly with the public in manner designed to broadly and efficiently inform the public of Project progress and spending . 3 . 09 Recommendations . The Core Team shall make recommendations to the County and School Districts only as provided herein . ARTICLE IV PROJECT DESIGN CONSTRUCTION AND RENOVATION 4 . 01 The parties will cooperate for the acquisition , construction , design , equipping , financing , and taking all other action necessary to place in service the Projects . The above recitals are fully incorporated herein . ( i ) The parties mutually intend to engage in the design , construction , and renovation of the Projects utilizing funds designated for school construction and renovation projects . The County will administer its Capital Investment Plan process as described in the School Capital Funding Policy as adopted January 21 , 2025 (the " Policy" ) . ( ii ) Project selection shall occur as follows : (a ) The School Districts shall propose specific Projects for consideration and shall submit the proposed Projects , together with a description of how the Projects fit within the principles established by the Woolpert Report and the expected design and construction budgets as provided in the Policy . ( b) The County shall review and discuss each proposed Project and may present their discussions on each proposed Project to the County Manager . (c) The County Manager shall present proposed Projects in compliance with the Policy . (d ) As provided in the Policy , the Board of County Commissioners shall consider each proposed Project , the reasoning for each , the expected budget , and make a determination of whether and how a Project appropriation may proceed . (e ) Upon Project appropriation by the Board of Commissioners the County Manager shall notify the School Districts of such approval and cooperate with the School Districts to commence each approved Project . ( iii ) The School Districts shall be responsible for Project design and shall contract directly with the designer to develop all necessary designs , plans , drawings , and specifications for each Project . Project design contracts will be paid as stipulated in the contract between the school district and the designer , and will be paid utilizing general obligation bond funds . ( iv) The School Districts shall secure any and all necessary and required approvals of the State Board of Education for each Project . (v) The School Districts shall be responsible for Project construction and shall contract directly with the contractor . It is recommended that the procurement for all approved Projects use the construction manager at risk method unless another method is determined to be in the best interest of the project in accordance with G . S . 143- 128 ( a1 ) . Project construction contracts will be paid as provided in the construction contract documents approved by the County and will be paid utilizing general obligation bond funds . I ARTICLE V AMENDMENT f 5 . 01 Any amendment to this Agreement to be effective must be in writing , signed by all Parties , and executed with the same formality and approvals as the foregoing Agreement . ARTICLE VI RELATIONSHIP OF PARTIES 6 . 01 Orange County , Orange County Schools , and Chapel Hill Carrboro City Schools are separate legal entities existing in accordance with the laws of the State of North Carolina . Except as specifically stated in a written agreement between the parties , no party shall be deemed a partner , agent , or legal representative of the other party , and no party shall have any responsibility whatsoever with respect to services provided or contractual obligations or liabilities assumed by the other party hereto , whether accrued , absolute , contingent , or otherwise , or whether due or to become due . No liability or benefits , such as workers compensation , pension rights or liabilities , or other provisions or liabilities shall accrue the other party ' s employees to either party because of this Agreement . This Agreement is intended to set forth an understanding as to how the parties i shall interact in performing their statutory duties . Except as specifically stated in this Agreement , nothing herein should be construed in any manner to create a partnership or venture between the parties . Except as specifically stated herein or in any written agreements between the parties , nothing in this Agreement is intended to abridge or transfer the County ' s statutory rights and responsibilities as defined in N . C . G . S . Chapter 153A et seq or the School Districts ' statutory rights and responsibilities as defined in N . C . G . S . Chapter 115C et seq. or as otherwise set forth by law . Each party agrees that it will obey all State and Federal statutes , rules and regulations which are applicable to activities described herein . ARTICLE VII MISCELLANEOUS 7 . 01 Except as provided herein , no party shall assign any portion of this Agreement or the rights and responsibilities hereunder to another person or entity who is not a party to this Agreement without the prior written consent of the other party to this Agreement . 7 . 02 This Agreement is not intended for the benefit of any third party . The rights and obligations contained herein belong exclusively to the parties hereto and shall not confer any rights or remedies upon any person or entity other than the parties hereto . 7 . 03 If any provision of this Agreement shall be determined to be unenforceable by a court of competent jurisdiction , such determination will not affect any other provision of this Agreement , and the parties will negotiate in good faith to modify the remaining provisions of the Agreement to effectuate its purposes , as needed . 7 . 04 This Agreement may be executed in several counterparts , each of which shall be deemed an original . 7 . 05 Any notice provided for in this Agreement must be in writing ( not including facsimile transmission or electronic mail ) . Any communication will be deemed given on the delivery date shown on a certified mail receipt , or a delivery receipt ( or similar evidence) from a national commercial package delivery service , if addressed as follows : If intended for the County : Orange County Attn : County Manager If intended for the School Districts : Chapel Hill Carrboro City Schools Attn : Superintendent Orange County Schools Attn : Superintendent Any addressee may designate a different address for communications by notice given under this subsection to the other. 7 . 06 This Agreement is executed as to form only until all parties have fully signed and executed the same . The effective date of this Agreement shall be the date upon which all parties have fully signed and executed this Agreement . When the last party fully signs and executes this Agreement , that party shall add the date of his signature to the very first paragraph of this Agreement and such date shall become the effective date of the Agreement . 7 . 07 The parties shall , to the greatest extent possible , fully cooperate to develop and approve an agreement and means of sales tax recapture . The process for sales tax recapture may be accomplished in any lawful manner . No Project may proceed until a sales tax recapture agreement is adopted for the specific Project or for all Projects inclusively . ARTICLE Vill DEFAULTS REMEDIES COSTS AND PERSONAL LIABILITY 8 . 01 A party is in default under this Agreement ( i ) if it fails to observe and perform any covenant , condition or agreement on its part to be observed or performed for a period of 30 days after notice specifying the failure and requesting that it be remedied has been given by the other party , or ( ii) if any representation or warranty provided in this Agreement is found to be incorrect or incomplete in any material respect as of the Effective Date , 8 . 02 Whenever any default is continuing , the non-defaulting party may take any or all of the following remedial steps : ( i ) At its option , cure the default by paying money or taking any other appropriate action , in which case the defaulting party must reimburse the non-defaulting party for all costs and expenses reasonably incurred in curing the default , including legal costs . ( ii ) Take whatever action at law or in equity may appear necessary or desirable to collect the amounts then due and thereafter to become due , or to enforce performance and observance of any obligation , agreement or covenant of a party under this Agreement . 1 ( iii ) Where the default is a failure to enter into a sales tax recapture agreement , each party is entitled to the remedy of specific performance . I 8 . 03 No remedy conferred or reserved in this Agreement is intended to be exclusive , but instead is intended to be cumulative . No delay or omission to exercise any right or power accruing upon any default constitutes a waiver of that right or power . A waiver of any default is limited to the default so waived and does not waive any other default . If a party incurs legal or other costs and expenses to collect any payments due under this Agreement , or to enforce the performance or observance of any obligation or covenant under this Agreement , then to the extent permitted by law each party promises to reimburse a non -defaulting party for all reasonable legal and other fees and costs incurred in any successful collection or enforcement action . 8 . 04 In the event of a dispute between the parties concerning the terms or performance of this Agreement , the parties will take the following steps prior to commencing any proceeding before a court or administrative body : ( i ) Any party noting a dispute under this Agreement will notify the other party of the nature of the dispute and the first party' s proposed resolution . Within ten days after the effective date of the notice , the other party must respond in writing as to its view of the dispute and its position on the proposed resolution . ( ii ) After the first step and upon notice from any party , the parties will promptly hold a meeting attended by representatives with appropriate authority to resolve the dispute . At this meeting , the parties will attempt in good faith to negotiate a resolution of the dispute . ( iii ) If the dispute remains unsettled by negotiation , the parties will engage the services of a professional mediator agreed upon by the parties . The parties will then attempt in good faith to resolve the dispute through mediation in accordance with the North Carolina Rules For Mediated Settlement Conferences and Other Settlement Procedures in Superior Court Civil Actions . Each party will each pay one -half of the mediator' s fees and expenses and each party will pay all its own legal fees and other expenses related to the mediation . Each party must be represented at the mediation by a representative with appropriate authority to resolve the matters in dispute . Only after mediation may a party initiate legal or administrative proceedings . 8 . 05 Each party will bear its own costs of the fees and expenses of its counsel , except to the extent specified herein , and consultants , and of the studies or surveys required under this Agreement or that it otherwise commissions or obtains for its use under this Agreement or in relation to any Project . The County may utilize bond revenues to pay for such costs incurred on its behalf to the fullest extent permitted by law . 8 . 06 No officer, agent , or employee of the County or the School Districts will be subject to any personal liability or accountability because of the execution of this Agreement , or any other documents related to the transactions contemplated by this Agreement . Those officers , agents or employees will be deemed to execute such documents in their official capacities only , and not in their individual capacities . This provision does not relieve any officer, agent or employee from the performance of any official duty provided by law . IN WITNESS WHEREOF , ORANGE COUNTY, ORANGE COUNTY SCHOOLS , CHAPEL HILL- CARRBORO CITY SCHOOLS through their authorized officers and by their own hands have hereunto set forth their hands and seals of the day and year first above written . The Chapel Hill Carrboro City Schools Board of Education By : Chair The Orange County Schools Board of Education By : Chair Orange County , North Carolina C i I i f i I