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NORTH CAROLINA <br />ORANGE COUNTY <br />AGREEMENT OF INTENT <br />This Agreement of Intent for Construction Management at Risk Services and for. <br />Purchase and Sale as to the Project (as hereinafter defined) and for Lease and Option to <br />Purchase as to the Auxiliary Project (as hereinafter defined) is made and entered into as <br />of this ~ day of 2006, by and between Telesis Construction <br />Management, LLC, 1000 Corporate Drive, Suite 109, Hillsborough, NC 27278, a North <br />Carolina Limited Liability Company ("TCM") and Orange County, North Carolina, P.O. <br />Box 8181, Hillsborough, NC`27278, a body politic and corporate ("County"). <br />RECITALS <br />A. "TCM" is a contractor, licensed to do business in the State of North <br />Carolina and qualified to perform the construction manager at risk services described in <br />this Agreement in full compliance with North Carolina law. <br />B. TCM owns or will own certain Property described herein by Orange <br />County PIN upon which TCM will, as described herein, assist with the design and <br />manage the construction of certain improvements (together with the Property, the <br />"Project") <br />C. County desires to contract with TCM and other professionals identified <br />herein for the design, construction management and construction of the Project that is <br />described herein. <br />D. County desires to purchase as specified herein from TCM, and TCM <br />desires to sell and convey to County, the Project in the manner described herein. <br />