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Home My WebLink About2008-007 Purchasing - Telesis Construction CMAR-Agreement of Intent Telesis Construction County Campus,, ~ , NORTH CAROLINA ORANGE COUNTY AGREEMENT OF INTENT This Agreement of Intent for Construction Management at Risk Services and for • Purchase and Sale as to the Project (as hereinafter defined) and for.Lease and Option to Purchase as to the Auxiliary Project (as hereinafter defined) is made and entered into as of this ~ day of ~, 2006, by and between Telesis Construction Management, LLC,1000 Corporate Drive, Suite 109, Hillsborough, NC 27278, a North Carolina. Limited Liability Company ("TCM' and Orange County, North Carolina, P.O. Box 8181, Hillsborough, NC 27278, a body politic and corporate ("County"). RECITALS A. "TCM" is a contractor, licensed to do business in the State of North Carolina and qualified fo perform the construction manager at risk services described in this Agreement in full compliance with North Carolina law. B. TCM owns or will own certain Property described herein by Orange County PIN upon which TCM will, as described herein, assist with the design and manage the construction of certain improvements (together with the Property, the "project'). . C. County desires to contract with TCM and other professionals identified herein for the design, construction management and construction of the Project that is descxibed herein. D. County desires to purchase as specified herein from T.CM, and TCM desires to sell and convey to County, the Project in the manner described herein. /-/.S-.Zoa~ yy~ ~ ~~ E. County also has an interest in leasing the second and third floors of the adjoining Gateway Center Building (a condominium) and in obtaining an option to purchase the same for a sum certain (the "Auxiliary Project"). NOW, THEREFORE, in consideration of the premises, the mutual promises and agreements hereafter set forth, the parties hereto agree that the following are the material terms upon which County and TCM will contract for the design, construction management and construction of the Project and upon which County and TCM will purchase and sell the Project, including the buildings and associated property rights. 1. Pr_ oiect. (including public and private elements}: Phase I -Two story public library (23,454 sf) to be purchased by County to be Yocated on the land identified as Orange County PIN 9874051759. Phase II -Three story office building (46,716 sf} to be purchased by County to be located on the land identified as Orange County PIN 9874051759. Phase III -Parking facility with 134 spaces licensed exclusively to County and a minimum of 201 to be retained by TCM to be located on the land identified as Orange County PINS 9874051759, 9874052643 and 9874053603. 2. Desian Professionals. .Architect: (1) Brockwell Associates, Inc. (Durham, NC). (2) To be determined by County and TCM for design of library interior. Structural Engineers: Gardner & McDaniel, PA (Durham, NC). MechanicaUPlumbing/Slectrical Engineers: Engineered Designs, Inc. (Raleigh, NC). Civil Engineers (including planning/surveying}: Summit Consulting Engineers, PLLC (Hillsborough, NC). -2- • 3. 'Project Construction Method Construction management at risk contract. (G.S. § 143-128(al)(4)). 4. Construction Manager at Risk. TCM~to contract with the County as provided in G.S. §143-64.31. TCM: (1) will provide construction management services for the Project throughout the preconstruction and construction phases, and (2) will guarantee the cost of the Project will not exceed the budgeted Project . Cost of $17,939,079.' This guaranteed Project Cost will be adjusted in the event (1) the County introduces any changes to the scope of the work envisioned by TCM and the design professionals2 or (2) TCM is delayed in the commencement of construction by reason of the public bid process or by. reason of matters reasonably beyond TCM's control. • TCM remuneration: retention of private elements and the amount by which the budgeted Project Cost exceeds achaal Project Cost incurred. 5. TCM Construction Method. TCM will publically advertise, prequalify and accept bids on a single prime basis from licensed general contractors. TCM and the County will develop mutually agreeable prequalification criteria including, but not limited to: • This sum to be reduced by those.portions of the contract balances remaining to be paid to design professionals whose contracts must be assigned to the County pursuant to G.S.. § 143-64.31. ZThe Project budget contemplates that TCM will deliver a shell and the upfitted space, the latter as szpecified by the County. The Project budget includes an upfit allowance of $35/ft for the office building interior and an upfit allowance of $55/fl for the library interior. The Project Cost will be adjusted to the extent the office building and library interiors upfit costs exceed the budgeted office building and library interior allowances contained in the guazanteed Project Cost. The interior upfit costs shall be identified in the bid documents and the cost to upfit the interiors shall be identified in the construction bid(s). -3- ~~ ,I~. construction quality history. experience and performance history. ability to complete each element of the Project within its respective Contract Time. ability to complete the entirety of the Project within the budgeted Project Cost. . cost of construction oversight. • financial stability. • _ stability of principal subcontractors (electrical, mechanical, plumbing, framing, masonry, sitework). . ~ bonding capacity and rating of surety. • value engineering experience. • minority business participation plan in compliance with G.S. 143-128.2. amenability to contracting pursuant to modified AIA Contract Documents to be prepared by TCM. TCM will require the single prime general contractor to furnish 100% performance and payment bonds which name TCM's construction lender, TCM and the County as joint obligees. TCM will reserve the right to withdraw from the Project without penalty or liability in the event TCM determines, in its discretion, that the lowest responsible, responsive bidder is nonetheless unacceptable to TCM. 6. Project Completion Schedule. Office building/ library/parking 05/2008 facility) substantial completion , Closing of purchase,of office 05/2008 building and library Licensure of pazking spaces to County 05/2008 • -4- < t ,~. • • 7. Takedown Schedule and Requirements. 05/08 Office building/ library and associated parcels of land $17,939,079 05/08 Parking facility $1.00/year plus prorated annual maintenance .cost pass- through.; . 8. Auxiliary Project. a: Profile. Gateway Center Building (a condominium) to be located on the land identified as Orange County PINS 9874054586, 9874054682, 9874053673 and 9874053450. Floor 1(11,423 sf) to be purchased by Weaver Street Market. Floors 2 (11,423 sf) and 3 (11,423 sfl and 41 additional Project Parking facility parking spaces -- available for lease by County for 366 days with an option to purchase at the end of the lease period. b. Auxiliary Proiect Completion Schedule • Gateway Building substantial completion _ 11 /2007 41 additional licensed Project Parking facility parking spaces ~ 5/2008 c. ~ Takedown Schedule and Requirements. Lease: . 3In 2006 dollars, estimated to be $65.00 per space. • t3 -5- i~- 11/2007 Lease of Floors '2 and 3 24.75/ft $47,120/ month 5/2008 41 additional $1.00 for Project Pazking facility parking balance of spaces . Lease term plus prorated annual maintenance cost of pass through. If option to purchase exercised: 9. 11/08, Floors 2 and 3 ~ of condominium 11 /08 41 additional Project Parking facility parking spaces Contingencies. 22,846 s~ $ 5,490,449 $1.00/year plus prorated annual maintenance cost pass through. Successful assignment to County of Design Professional Contracts between TCM and the Design Professionals. TCM's completion of all contemplated transactions with Weaver Street Market. Land use approvals by Town of Hillsborough. . Satisfaction of construction loan underwriting criteria of TCM lender. LGC and underwriting approval of debt structuring of Orange County debt so that it complies with Orange County's policies of 15% of General Fund Budget debt service payments and 7% annual growth of General Fund Budget' Execution and delivery of Contract Documents mutually agreeable to TCM, the single prime general contractor, the contractor's surety, TCM's construction lender, the County and the County's lender, if necessary. -6- • t r . No violation of law (including environmental) with respect to the Project, the Auxiliary Project or any portion of either shaII exist as of the date of Lease and as of the date of sale closing of either or any portion of either. The obligations of the parties to this Agreement as described in this Agreement are expressly subject to, and contingent upon the execution of all necessary further Agreements, in form and substance acceptable to the parties, in the sole and absolute discretion of each. The parties agree to promptly and in good faith negotiate the terms and conditions of all necessary further agreements. ORANGE COUNTY, By: ~ Barry. of ATTEST: ~-~ Donna S. Baker, Clerk to the Board of Commissioners Telesis Construction Management, LLC ~ _. By. ~ ... George A. Horton, III, Member anager ATTEST: ~~~~~~ ~ ~~p~ 1 ;> _,_