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HomeMy WebLinkAbout2008-008 Purchasing - Telesis Construction Modified Agreement for Construction Office Building & Library4 ~ ~ • 0~ ~~d ~~~ .S-' ~~~ } Resolution Providing Approval of Modified Agreements for the Construction of and Sale and Purchase of the County Campus Office Building and Library WHEREAS, on November 2, 2006, the Orange County Board of Commissioners ("the Board") approved an Agreement of Intent between Orange County ("the County" or "County") and Telesis Construction Management, LLC ("Telesis") for the Telesis construction of and the Telesis sale of and the County purchase of the Office Building and Library, both part of a new "County Campus" located in Hillsborough, North Carolina; and WHEREAS, on June 26, 2007 the Board approved the Resolution attached hereto • as Exhibit A, approving the form of Agreements of Purchase and Sale for the Library and the Office Building and the Agreement for Construction Manager at Risk Services (collectively "the Agreements"); and WHEREAS, the resolution approving the form of the Agreements created some uncertainty as to whether certain provisions of the Agreement of Intent remained applicable; and WHEREAS, the provisions of the proposed Agreements have been modified and updated accordingly, and WHEREAS, the County attorney has made available to the Board draft modified agreements relating to carrying out the Agreement of Intent with respect to the Office Building and the Library which draft agreements are attached hereto. NOW, THEREFORE, BE IT RESOLVED by the Board as follows: ,• ' ~ ~~ • 1. Approval of Documents; Direction To Execute Documents -The Board approves the form of the modified agreements submitted to this meeting. The Board authorizes and directs the Board's Chair and the County Manager, or either of them, to execute and deliver the modified agreements in their final forms. The Board authorizes and directs the County Finance Officer to complete any preauditing certificate as required by law. The modified agreements in their respective final forms must be in substantially the forms presented, with such changes as the Chair or the County Manager may approve. The execution and delivery of any agreement by an authorized County officer will be conclusive evidence of his or her approval of any such changes. 2. Authorization to County Manager to Complete Closing -The Board authorizes and directs the County Manager to take all appropriate action to complete the agreements with Telesis in accordance with this Resolution. The Board authorizes and directs the County Manager to hold executed copies of all agreements authorized or permitted by this Resolution in escrow on the County's behalf until any and all conditions for their delivery have been completed to such officer's satisfaction, and thereupon to release the executed copies of such documents for delivery to the appropriate persons or organizations. Without limiting the generality of the foregoing, the Board specifically authorizes • the County Manager to approve changes to any agreements or certifications previously signed by County officers or employees, provided that such changes do not conflict with this Resolution or substantially alter the intent from that expressed in the form originally signed. The County Manager's authorization of the release of any such document for -2- delivery will constitute conclusive evidence of such officer's approval of any such • chan es. g 3. Miscellaneous Provisions -All County officers and employees are authorized and directed to take. all such further action as they may consider necessary or desirable in furtherance of the purposes of this Resolution, including the execution and delivery of additional agreements as they may determine to be in the County's best interest. All such prior actions of County officers and employees are ratified, approved and confirmed. Upon the absence, unavailability or refusal to act of the County Manager, the Board's Chair or the Finance Officer, any other of such officers may assume any responsibility or carry out any function assigned in this resolution. All other Board proceedings, or parts thereof, in conflict with this resolution are repealed, to the extent of • the conflict. This Resolution takes effect immediately. Upon motion of Commissioner ,seconded by Comrmssioner CJ°, the foregoing resolution was adopted this the ~ day of , 2008. I, Donna S. Baker, Clerk to the Board of Commissioners for the County of Orange, North Carolina, DO HEREBY CERTIFY that the foregoing is a true copy of so much of the proceedings of said Board at a meeting held on ~ ZDO as relates in any way to v` the adoption of the foregoing and that said proceedings are recorded in the Minute Book of the Board. WITNESS my hand and the seal of said County, this ;-~1,.,Z day of ~~.~,-j,~~~, ,, 2008. ~</<ntt^e ~0\b P to the Board of Commissioners 12925\O1\NI\099Resolution Providing Approval (01.09.08 Clean) 1 ~jr~~4~•3.~3~s~ for. ~ ~ ^ s-i~ ~~ • -3- v _, 4 f • Exhibit A Resolution Providing Approval of Agreements for the Construction of and Sale and Purchase of the County Campus Office Building and Library WHEREAS, on November 6, 2006, the Orange County Board of Commissioners ("the Board"} approved an Agreement of Intent between Orange County {"the County" or "County") and Telesis Constntction Management, LLC ("Telesis") for the Telesis construction of and the Telesis sale of and the County purchase of the Office Building and Library, both part of a new "County Campus" located in Hillsborough, North Carolina; WHEREAS, the County attorney has made available to the Board draft • agreements relating to carrying out the Agreement of Intent with respect to the Office Building and the Library which draft agreements are attached hereto. NOW, THEREFORE, BE IT RESOLVED by the Board as follows: Approval of Documents; Direction To Execute Documents -The Board approves the form of the agreements submitted to this meeting. The Board authorizes and directs the Board's Chair and the County Manager, or either of them, to execute and deliver the agreements in their final forms. The Board authorizes and directs the County Finance Officer to complete any preauditing certificate as required by law. The agreements in their respective final forms must be in substantially the forms presented, with such changes as the Chair or the County Manager may approve. The execution and delivery of any agreement by an authorized County officer will be conclusive evidence of his or her approval of any such changes. The Agreements in final form, however, must provide for the total amount due Telesis by the County not to • ., t • exceed $17,939,079, plus amounts that may be needed to pay other necessary and related County costs. 2. Authorization to County Manager to Complete Closing -The Board authorizes and directs the County Manager to take all appropriate action to complete the agreements with Telesis in accordance with this Resolution. The Board authorizes and directs the County Manager to hold executed copies of all agreements authorized or permitted by this Resolution in escrow on the County's behalf until any and all conditions for their delivery have been completed to such officer's satisfaction, and thereupon to release the executed copies of such documents for delivery to the appropriate persons or organizations. Without limiting the generality of the foregoing, the Board specifically authorizes the County Manager to approve changes to any agreements or certifications previously signed by County officers or employees, provided that such changes do not conflict with this Resolution or substantially alter the intent from that expressed in the form originally signed. The County Manager's authorization of the release of any such document for delivery will constitute conclusive evidence of such officer's approval of any such changes. 3. Miscellaneous Provisions -All County officers and employees are authorized and directed to take all such further action as they may consider necessary or desirable in furtherance of the purposes of this Resolution, including the execution and delivery of additional agreements as they may determine to be in the County's best interest. All such prior actions of County officers and employees are ratified, approved and confirmed. Upon the absence, unavailability or refusal to act of the County Manager, ., ,, . the Board's Chair or the Finance Officer, any other of such officers may assume any responsibility or carry out any function assigned in this resolution. All other Board • proceedings, or parts thereof, in conflict with this resolution are repealed, to the extent of the conflict. This Resolution takes effect immediately. Upon motion of Commissioner ./~, seconded by Commissioner , the foregoing resolution was adopted this the ~ day of ( , 2007. I, Donna S. Baker, Clerk to the Board of Cominissio ers for the County of Orange, North Carolina, DO HEREBY CERTIFY that the foregoing is a true copy of so much of the proceedings of said Board at a meeting held o ~~'~~`_' as relates in any way to the adoption of the foregoing and that said pr eedings are recorded in the Minute Book of the Board.. WITNESS my hand and the seal of said County, this ay of 2007. Clerk o th oard of oxnmissioners •