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November 28 2007 Special Meeting135 A Special Meeting of the Frederick County Board of Supervisors was held on Wednesday, November 28, 2007 at 9:00 A.M., in the Board of Supervisors' Meeting Room, County Administration Building, 107 North Kent Street, Winchester, Virginia. PRESENT Chairman Richard C. Shickle; Vice Chairman Gene E. Fisher; Charles S. DeHaven, Jr.; Gary W. Dove; Bill M. Ewing; Philip A. Lemieux; and Barbara E. Van Osten. OTHERS PRESENT Patricia Taylor, Superintendent of Schools; Al Orndorff, Superintendent for Administration; Steve Edwards, Clerk to the Frederick County School Board; Peter Vernimb, Superintendent for Instruction; Lisa Frye, Director of Finance for Frederick County Public Schools; Steve Kapocsi; Coordinator of Construction and Facilities Use; John Lamanna, Chairman of the Frederick County School Board; and Don Butler. CALL TO ORDER Chairman Shickle called the meeting to order. PLEDGE OF ALLEGIANCE Vice-Chairman Fisher led the Pledge of Allegiance. RESOLUTION (#027-07) BY THE BOARD OF SUPERVISORS OF FREDERICK COUNTY, VIRGINIA, AUTHORIZING THE SCHOOL BOARD OF FREDERICK COUNTY TO ENTF,R INTO A COMPREHENSIVE AGREEMENT FOR A PROJECT TO PROVIDE A SITE AND DEVELOP AND BUILD A 12TH ELEMENTARY SCHOOL PURSUANT TO THE PUBLIC-PRIVATE EDUCATION FACILITIES AND INFRASTRUCTURE ACT OF 2002. -APPROVED Administrator Riley advised that the purpose of the meeting was for the Board to consider and adopt a resolution to authorize the School Board to enter into a comprehensive agreement for a project to provide a site and develop and build a 12th elementary school pursuant to the Public-Private Education Facilities and Infrastructure Act of 2002. Superintendent Taylor expressed the school's appreciation to the Board for agreeing to hold this special meeting. She stated the school board was requesting approval of a resolution to allow them to enter into an agreement with Shockey, LLC. She advised the school board's attorney was present to answer any questions and he had worked in coordination with McGuireWoods, who represented the County in this matter. Minute Book Number 33 Board of Supervisors Special Meeting of 11/28/07 (Meeting with School Officials Ke: 12'" Elementary School) 136 Chairman Shickle noted the Board had received the documents the night before this meeting and many members felt the review of them was less than desired. He stated the Board would like a good explanation of the documents. Superintendent Orndorff briefly reviewed the 12th elementary school project. He noted this building was similar in design to the new Gainesboro School; however, this school would be just over 100,000 square feet and contain additional kindergarten classrooms and would be sprinkled throughout. Supervisor Dove stated the cost of the school seemed reasonable. Chairman Shickle asked how this site compared to some of the other possible sites. Superintendent Orndorff stated the site was 15 acres and would balance; which meant they did not anticipate major site costs. The property is located off of Charming Drive with the main entrance on Charming Drive. There is currently no secondary entrance into the site. Tom Folk, ReedSmith, Attorney for the School Board, reviewed the comprehensive agreement. He stated this agreement was similar to other procurements that he had been involved in. He noted that cash and fees were subject to a guaranteed maximum price. The estimated price is $19 million, of which $17,206,400 is construction. He noted the guaranteed maximum price would be based on 90% design. Shockey would notify the school board by December 1, 2007 if there was any increase in price. Superintendent Orndorff stated he did not anticipate the guaranteed maximum price changing. Chairman Shickle advised the School Board and their legal counsel that the Board of Supervisors would not look favorably on any increase in the guaranteed maximum price. Chairman Shickle asked if this would be a turn key project. Superintendent Orndorff responded the building construction would bc; however, the furniture, fixtures, and equipment would be handled by the school's Purchasing Supervisor. Superintendent Orndorff noted the tap fees were also separate from the guaranteed maximum price. He advised the Board there was a traffic signal in the timeline; which would be installed at Senseny Road & Charming Drive, if needed. Supervisor Lemieux stated he would like to see if the school would be considered the first Minute Book Number 33 Board of Supervisors Special Meeting of 11!28/07 (Meeting with School Officials Re: 12'" Elementary School) 137 commercial site plan for this area, which would require the developer to pay for the light. Administrator Riley responded staff would look into that. Supervisor Lemieux asked how much of the building's square footage was based on the needs of the elementary school and how much was in anticipation of full-day kindergarten in 2009. Superintendent Taylor responded it was based on elementary needs. Supervisor Dove stated he would like to remove the first two paragraphs from the resolution's recitals. Mr. Folk responded the Board could make those changes and any others they saw fit. Upon a motion by Supervisor Dove, seconded by Vice-Chairman Fisher, the Board struck the first two recital paragraphs and approved the following resolution. WHEREAS, the General Assembly enacted the Public-Private Education Facilities and Infrastructure Act of 2002 ("PPEA"), which provides an alternative to traditional methods for procurement of new school site acquisition, development, and construction; WHEREAS, the School Board of Frederick County ("School Board") adopted its latest PPEA implementation guidelines ("Guidelines") on February 6, 2007; WHEREAS, the School Board determined that proceeding with the procurement of new school facilities fora 12th Elementary School under the PPEA was likely to be advantageous to the public and that use of "competitive negotiation" procedures under the PPEA for the procurement of the new facilities was likely to be more advantageous to the School Board and the public based upon (1) the probable scope, complexity, or urgency of the project, or (2) risk sharing, added value, economic benefit from the project that would not otherwise be available; WHEREAS, on April 2, 2007, the School Board, acting pursuant to the PPEA and its Guidelines, caused to be issued Request for Proposal (PPEA) #07-001, Request fora 12th Elementary School- PPEA (the "RFP"); WHEKEAS, Frederick County Public Schools hired an outside consultant, who is an architect with expertise in construction, to provide the analysis required by Va. Code §55-575.16(4) A; WHEREAS, in response to the RFP, the School Board received timely conceptual-phase proposals from two proposers within the deadline required by the RFP, with copies also being provided to the County; WHEREAS, the School Board subsequently posted the two conceptual-phase proposals that it received and announced their availability for public comment; WHEREAS, the School Board determined, based upon the proposals, the proposerslE qualifications, any public comment and the RFP's evaluation criteria, to invite both proposers to submit detailed-phase proposals; WHF,REAS, more than sixty (60) days have passed since copies ofproposals were furnished to the County, and any County comments have been considered; WHEREAS, more than thirty (30) days have passed since copies of the proposals were posted and public comment solicited and any public comment received has been considered; Minute Buuk Number 33 Board of Supervisors Special Meeting of 11/28/07 (Meeting with School Officials Re: 12'" Elementary School) 38 WHEREAS, the School Board, after considering the detailed-phase proposals from the two finalists, negotiating with the two finalists, and applying the RFP's evaluation criteria, and considering the advice of the outside consultant, determined that the proposal submitted by Shockey, LLC, represents the best proposal; WHEREAS, representatives of the School Board have negotiated the terms of a Comprehensive Agreement with Shockey, LLC, and its affiliate and assign, Shockey-Frederick, LLC (collectively, "Shockey"), under which aspects of performance by Shockey are guaranteed by its only member, and copies of the draft Comprehensive Agreement, exhibits, and form of guaranties have been provided to the members of the School Board; WHEREAS, the final Comprehensive Agreement will be posted and made available for members of the public as required by Va. Code §56-575.17.C prior to its execution; WHF.RF,AS, the Comprehensive Agreement is within the scope of the procurement, the procurement's terms and conditions are in the public interest, and the qualifying project for which they provide serves the public purpose under the criteria of Va. Code §56-575.4.C. NOW THEREFORE, BE IT RESOLVED AS FOLLOWS: (1) The Board of Supervisors hereby authorizes the School Board to enter into a Comprehensive Agreement substantially in the form and with the material terms of that considered by the Board of Supervisors on November 28, 2007; and (2) 'The Board of Supervisors authorizes the County Administrator to consider changes to the Comprehensive Agreement agreed upon by the School Board's Chairman and Shockey that do not change the project budget or materially change the project, provided that the School Board's Superintendent and its outside counsel concur with such changes, and, following the Comprehensive Agreement's execution, the Board of Supervisors further authorizes the County Administrator to agree to such technical changes to the Comprehensive Agreement not changing the project budget or materially changing the project as to which Shockey, the School Board's Chairman, the School Board's Superintendent, its outside counsel and the County Administrator, concur. ADOPTED this 28th day of November, 2007. I'he above motion was approved by the following recorded vote: Richard C. Shickle Aye Gene E. Fisher Aye Charles S. DeHaven, Jr. Aye Gary W. Dove Aye Bill M. Ewing Aye Philip A. Lemieux Aye Barbara E. Van Osten Aye ADJOURN UPON A MOTION BY SUPERVISOR EWING, SECONDED BY SUPERVISOR DOVE, THERE BEING NO FURTHER BUSINESS TO COME BEFORE THIS BOARD, THIS MEETING IS HEREBY ADJOURNED. (10:05 A.M.) Minute Book Number 33 Board of Supervisors Special Meeting of 11/28/07 (Meeting with School On"icials Re: 12`" Elementary School) 139 C~.Q--sz Richard C. Shickle Chairman, Board of Supervisors R. Riley, Jr. Clerk, Board of Supervisors r,.--- ., Minutes Prepared By: ~ C . ~^ Jay E. Ti s Deputy Clerk, Board of Supervisors Minute Book Number 33 Board of Supervisors Special Meeting of 11/28/07 (Meeting with School Officials Re: 12"' Elementary School)