HomeMy Public PortalAbout1994_11_03 SPECIAL MEETING MINUTES OF NOVEMBER 3, 1994
A special meeting of the Leesburg Town Council was held on November 3, 1994 at 4:00 p.m., in the
first floor executive conference room, 25 West Market Street, Leesburg, Virginia. Notice having been
delivered to all Councilmembers priorthereto. The purposes of this meeting were to consider the Letter of
Intent between the Town of Leesburg, Gilbane and the County of Loudoun and to consider appointments of
board members for the 501(c)(3) corporation related to the county complex. The meetingwas called to order
by Mayor Clem.
Councilmembers present
George F. Atwell
Frank Buttery
Jewell M. Emswiller
Joseph R. Trocino
Kristen C. Umstattd
William F. Webb
Mayor James E. Clem
Staff members present
Town Manager Steven C, Brown
Director of Engineering Thomas A. Mason
Traffic Engineer Calvin Grow
Deputy Town Attorney Deborah Welsh
Mayor Clem stated he would like to begin with paragraph 1 - name change. Then move to paragraph 10 and
4. The new name instead of GILCO is going to be Gilcorp. He asked if anyone has any reservations with
the name change?
Deborah Welsh stated the date will also change to November 3.
Mayor Clem stated with regard to the board members, five positions need to be established. Only three names
have been submitted
Mr. Webb suggested Frank Ratio be considered.
Ms. Umstattd asked who Don Ashbaugh is.
Mayor Clem stated Mr. Ashbaugh works for N.V. Homes.
Ms. Umstattd asked at what capacity.
Ms. Emswiller asked how long Mr. Ashbaugh has lived in Leesburg.
Mayor Clem stated a pretty good while. "He owns the home next door to
Ms. Emswiller asked if he has lived in Leesburg longer than 2 or 3 years?
Mayor Clem stated yes, that he rented in town prior to buying.
Mayor Clem added Georgia Bange and Frank Ratio and stated there needs to be two members of the town
Council.
Ms. Emswiller asked if there should be more than two councilmembers.
Mr. Webb pointed out that if there are more than two members then meeting notification is required each
time the board met.
Ms. Emswiller "Would that be bad if notification of meetings is required?*
Ms. Welsh recommended not more than two members because this should be kept separate. If it's not a
corporation that is associated with the town.
Mayor Clem ~This recommendation has been forwarded by the attorneys. It is recommended that there be
two members of the Town Council and three citizens.
Mr. Atwell made a motion to nominate two members of the Finance Committee, being Mayor Clem and the
Chairman.
Mr. Buttery seconded Mr. Atwell's motion.
Ms. Welsh requested that the by-laws provide that the successors always include that two of the members
always be the Mayot~and the Chairman of the Finance Committee.
Mr. Burroughs stated correct.
Ms. Welsh suggested another change. A provision that the town will be provided with a copy of the by-laws
providing that the Mayor and the Chairman of the Finance Committee will be members of the board.
VOTE
Aye: Councilmembers AtweH, Buttery, Emswiller, Trocino, Umstattd, Webb, and Mayor Clem
Nay: None
Mayor Clem stated three citizens need to be named and there are four names. He added Mr. Raflo's name
to the four names.
Ms. Emswiller suggested inserting Frank Raflo's name in lieu of Don Ashbaugh's.
Ms. Umstattd seconded Ms. Emswiller's suggestion.
Mr. Webb asked what Don Ashbaugh's and Fred Lininger's backgrounds are.
Ms. Umstattd stated Mr. Lininger was head of shipping in an international oil company.
Mr. Atwell pointed out that Mr. Lininger was involved with the World Bank and he may have retired from
the World Bank. He lives on Edwards Ferry Road.
Mr. Trocino stated he is uncomfortable discussing personalities in a public forum.
Ms. Welsh statd a secret ballot could not be done and hoped that the Council has never done one. She stated
this has to be an open vote.
Mayor Clem stated no one is going to be upset if they don't get on this time. We can rotate people
periodically which will be reflected in the by-laws. Whoever does not make it this time will likely be
considered on the next ballot. He asked if anyone had a recommendation.
Ms. Emswiller pointed out that she made a recommendation.
Ms. Umstattd pointed out that she seconded Ms. Emswiller's recommendation.
Mayor Clem apologized stating he did not hear the recommendation.
Ms. Emswiller stated she recommended inserting Frank Raflo's name in lieu of Don Ashbaugh's And leaving
Georgia Bange and Fred Lininger.
Mayor Clem asked if anyone had a problem with that, stating that a vote is needed because it is an insertion
since it's an additional name. There is a motion on the floor, and a second to insert Mr. Raflo's name instead
of Don Ashbaugh.
VOTE
Aye: Councilmembers Buttery, Emswiller, Trocino, Umstattd, Webb, and Mayor Clem
Nay: Councilmember Atwell
Mr. Brown "It looks like the date has been changed from November 28 to November 30, 11 A.M. We can
meet that obligation without any problem. Subject to provisions of paragraph 1 the town has an opportunity
to approve the letter of intent between the county and Gilbane. It does continue to provide for 100 offsite
parking spaces. We added language that the spaces are not to be used for storing county owned vehicles
overnight. Transactions also subject to the rezoning that has been initiated and will be acted upon, one way
or the other by the council. We assume that the rezoning will go through, subject to public hearing and
necessary processes."
Mr. Trocino "Is there a reason why there is a 60 day gap between financing?"
Ms. Welsh ~here has to be enough time to rezone it back."
Mr. Brown "It gives us 60 days to advertise and process a rezoning back to the original zoning.
Mr. Butter~ Asked if there is anything foreseeable that someone could do to somehow delay the Council
acting as a body?
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Mr. Brown "Is there an injunction or..."
Ms. Welsh "I'm not sure someone can file an injunction prior to a decision being made. I don't think they
have that legal right. They have the right to appeal it after the decision is made.~
Ms. Welsh Expressed concern with the fact that they can close on this before they actually get their funding.
"Even though I've been assured that is not going to happen. The escrow that we are expecting to be there,
is partly transferred to an escrow for Echols. I would rather see it in escrow - the $3 million in escrow under
our terms of our escrow, and in a separate escrow account until such time as it is returned to us on the 15th
of March."
Ms. Welsh "It's still going to be in escrow, but it's going to be in a different escrow. That's where my concern
is."
Mayor Clem "Then suggest the language that we need to make you feel comfortable."
Mr. Culbert "Can we say that the escrow agreement on any other transaction would mimic this language, and
put that restraint on the escrow?"
Ms. Welsh "I would rather it be in escrow until all of the three items that are setforth above have occurred.
Which is the closing on site 1, closing on site 2 and the closing on your financing."
Mayor Clem "This paragraph needs to be worked out between the legal people. You all work on this
paragraph and let us see what it looks like."
Ms. Welsh "I'm not sure that we can get any further because they need the money to get where they need to
be."
Mr. Trocino "Let's go back to the beginning. Who's this letter of understanding between? The contractor
Gilcorp - Gilbane Development. Where is Mr. Echols? He's not here because Mr. Echols is not a part of
this agreement. Mr. Echols is a problem that has to be dealt with by Gilbane Development. Whatever
solution you all have may or may not necessarily be in the interests of the Town of Leesburg. Our interest
is to protect the $3 million investment. Whatever you have to do to seek Mr. Echol's opinion - go and do it.
But, you can find a solution here where that money is very well protected - the citizens' money is very well
protected. And I think it's a good idea to get that money straight before we leave this room."
Mr. Culbert "We agree with that. We want you to have the safety that you want. What we're saying is we
believe that the structure we have works, and that you are protected in that the language in those two escrows
can make it iron clad that those dollars will come back to you. But we haven't got Debbie comfortable with
that. We have to work through that language with Debbie and figure out how you have the checks and
balances in that second escrow."
Ms. Welsh "We haven't even looked at an escrow agreement, which is another issue obviously that I was going
to bring up in that if we're talking about an escrow, let's attach an escrow agreement and let's see what it
looks like."
Mr. Culbert ~['hat we can do. I think that the structure works and provides you with the safety you want.
So you have an iron clad way of making a decision to get your dollars back."
Ms. Emswiller "But if it comes right down to where there's not a meeting of the minds on this, and Debbie
is still uncomfortable with that, then obviously we are going to support whatever our counsel says is the right
thing for this council to do."
Mr. Culbert "I agree. I'm not suggesting anything different. I think that Debbie is right. We need to
understand how the escrows themselves work. It goes back to us from a financing perspective having to have
that deed in hand. The way we got around that was to be able to close with Echols without giving him the
cash and putting it in escrow as Debbie said, which is a very difficult thing to do. He's allowing us to do that.
So then, we can go in the financing market and issue the financing. So that's a loop of events that has to
happen, and we just have to make sure that you're comfortable with the trail of documents so that you can
absolutely get your dollars back if it collapses. I think we'll focus on the escrow agreements."
Mr. Trocino "That's where I'm at. I think the instructions to the escrow is where the solution in this is. It
shouldn't be that hard. I'm real comfortable once the instructions are clear where that money goes and when
it happens. If that is in the escrow, then we can't do anything but what the instructions say."
Mr. Culbert "I agree. I think in those instructions we can have it iron clad so that Debbie will be comfortable.
We are going to use the title company as the escrow agent. That was the purpose of that. They deal with
escrows all the time. I'll try to have something to Debbie tomorrow."
Mayor Clem "Okay."
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Ms. Emswiller "I am not in favor of the town having 100 parking spaces to give to the county for forever at
no charge. If this Council is going to vote to give them 100 parking spaces at no charge for forever, then I
think that at least the town ought to have the right to say where the spaces are. I don't think the spaces ought
to be in our garage. The spaces should be at Liberty Street or someplace else and not our premium parking
garage."
Mayor Clem "You notice it says 'in close proximity'."
Ms. Emswiller "But, I don't know what that means."
Mayor Clem "It does not lock us into the parking garage. It does not lock into any one location. It could be
Vinegar Hill. It could be Liberty Street. It could be anywhere. But, throughout the town in close proximity
to the downtown complex, there should be 100 parking spaces."
Ms. Emswiller "I hope the Council will still consider removing the 100 parking spaces from this document."
Ms. Welsh "Let's qualify it as during the lease term."
Mr. Buttew Agreed.
Ms. Welsh Suggested, in close proximity to site 2 as determined by the town.
Ms. Emswiller Agreed.
Mr. Buttery "I have one minor change on 4. We talked about the word promptly being deleted. There are
2 on the first line and on the fourth line. Regarding the town agreeing to authorize the $3 million grant which
shall be funded to Gilcorp by November 30. What happens if for some reason we don't have the $3 million.
Is there any liability to the town or any damages to be assessed?"
Mr. Brown "The mechanism we have currently contemplated is a public hearing and adoption by the Council
of legislation on November 22 to borrow sufficient funds to cover this and the purchase of the public safety
center."
Mr. Buttery "I didn't see anything in here about damages."
Ms. Welsh "If we don't have the funds there won't be a county complex."
Mr. Buttery "That's what I wanted to know."
Ms. Welsh "In downtown Leesburg."
Mr. Brown "At that site - if this deal falls apart."
Mr. Trocino "If the contract collapses at that point then everything c~llapses with it."
Ms. Welsh "But, to make you feel more comfortable, we could add a clause that there will be no damages to
the town in the event they do not fund..."
Mr. Buttery "That's basically what I was getting at."
Mr. Culbert "We are expecting that we're all working in good faith to bring this to conclusion and we are
expending tremendous amounts of time and money to put this in place. I don't think it's fair to just have an
out where all of a sudden the town can just say 'well, it's the 29th and everything is going well, but now we've
decided not to do it'. I understand that's a different answer than what the question was Frank that you had.
But if we add that language, that opens up that box. I'm not sure what happens based on this agreement.
I turn to the attorneys to say what happens if the dollar's not there."
Mr. Buttery "With all due respect Mike, that's what worries me."
Ms. Welsh "They may look at us to reimburse their cost."
Mr. Buttery "That's why I'm asking. That's what I'm trying to get at. I think we need to resolve that issue."
Mr. Culbert "That failure to perform by November 30 shall not result in damages to the Town of Leesburg ~
something to that effect."
Ms. Welsh '~hat sounds great. We're not going to have any damages. We have done the best that we can.
If you can prove that we haven't used due diligence then that may be different."
Ms. Welsh "One other concern, on 4. When I said 'current existing zoning', I'd llke that to reflect B-1 Zoning,
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so there is not any question that that is the zoning we are talking about. Because that is what it is now. So,
insert 'B-I' where'cun'ent existing zoning' is in paragraph 4."
Mr. Culbert "Is that in fact the zoning?"
Ms. Welsh "I think so. I will double check. I'm 99 percent sure.
Ms. Umstattd "I know there is some concern on the Gilbane/Hazel,Thomas side about due diligence best
efforts, etc. I am concerned that the town is taking a fairly large chance because it was represented to us that
you already were a 501 (C)(3). As I understand it, you are not, because you don't yet have a determination
letter from the IRS. We are not legally able to give this grant to a coqvoration unless it is a 501 (C)(3). If
you don't get that, we are taking a chance of being in violation of the law ourselves. So, we are sort of
hanging out there on a limb. I certainly would feel more comfortable with the money being held in escrow
until you get your determination letter. If they give a determination letter, it will be retroactive. We don't
know whether you'll get that status or not."
Mr. Culbert "I can assure you that we are taking a chance beyond $3 million."
Ms. Welsh "Maybe what we could do is put a clause in there that in the event you do not receive the
determination letter the $3 million would be returned to us."
Ms. Emswiller Expressed concern with the wording in the Letter of Understanding stating the funds would
be used for acquisition of the Shenandoah building and related improvements located at Heritage Way. I
think the Council was under the impression that the grant would be used for the downtown complex. Is the
Council willing to change the wording to the site 2 portion of the project? Site 2 portion of the project is
being used in a paragraph under Item 6 to define the downtown site as site 2 portion of the project.
Mayor Clem "I understand what you're saying. We have identified the fact that we are willing to spend $3
million for this particular project. I don't know that there's a need to spell out which building it has to go to."
Ms. Emswiller "It wouldn't hurt to have it specifically state that the $3 million of the town's grant is going
toward the site 2 portion of that project."
Mayor Clem "I don't have any problem with the way it is."
Ms. Emswiller
about giving it
site downtown
"I do not think that when we talked about giving the $3 million to this project, that we talked
to the Shenandoah portion of the project. I think we all talked about the money going to the
- the historic area of Leesburg."
Mr. Butter3' "I basically agree with Ms. Emswiller. I had some of the same concerns but I think we are now
protected from anything going wrong if for some reason site 1 doesn't close then the whole deal goes down.
I had the same concern until we added the language - if site 1 fails to go, then the whole deal is off."
Ms. Welsh "You have to have all three of them and there are 'ands' between all of those by January 17."
Mr. Buttery "I agree. I see what Ms. Em_swiller is saying and I basically would have the same concerns, but
I think we have linked everything so that if any one of the conditions fails we get all the money back."
Mr. Culbert "Our intention from a fund standpoint is that all the money is fungible. We don't intend to use
the $3 million per say on the acquisition of site 1. But it will have some expenses which relate to site 1."
Ms. Emswiller "This is hard enough for all of you to understand. It certainly is hard for those of us who are
lay people to understand and if you take the citizens who are out there who believe the Town Council voted
to make this grant of $3 million and then they see it's going towards Shenandoah... I understand that it's one
project. I have had more than one phone call since the other night on this one issue. They thought the
money was going for the downtown project and it's going out to Shenandoah Square."
Mr. Brown 'Whe change basically in 6A is that the town will work with the developer to expand existing sewer
and water lines and to close the existing box culvert and relocate the box culvert to a location off the property
all in accordance with attachment A, which is in draft form. Attachment A identifies the 3 projects. A sewer
line - which is in our CIP already, a water line - which we need to expand, and the box culvert relocation.
We agree to vacate the easement. That was the offer made by Gilbane on Tuesday night. To construct these
items for $450,000. The concern we have is that there is no existing plan and profile and that there are
probably some unforeseen items out there." ' -
Mr. Culbert "All of these are intended to be located within existing town fight-of-ways."
Mr. Mason "Not entirely, because some of these have to connect. Since we don't have the exact route - the
proposed route is not entirely within existing road right-of-ways."
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Mr. Culbert "Within the existing road right-of-way, the town knows whats under its roads."
Mr. Mason ~re have a general idea, but until a detailed design is done we don't know. For instance, if
existing gas lines or underground telephone lines have to be moved or relocated in order to fit these pipelines
and boxes under the ground. You just don't know that until you do a detailed plan. We can tell you where
the existing ones are but we cannot tell you what the proposed routes are underground."
Mr. Culbert "Right. What we are looking at is the unknown. It's the unknown conditions - not the future
conditions."
Mr. Mason "I'm not debating what's unknown, but I think from my perspective, this specifically references
existing plans and profiles."
Mr. Culbert "Maybe that terminology needs to be cleaned up."
Mr. Mason '~here are no existing plans and profiles for the three utilities that we talked about as proposed
to go in."
Mr. Culbert "I just got the draft tonight from the town. I think we can read through this and sit down and
look at where we anticipate these going. All we're saying is that there was $700,000 or $800,000 worth of
anticipated costs that we're willing to take on for $450,000. We've looked at some plans that show where
some of the utilities are, and we have no idea whether there's other things there and that's a risk that wasn't
part of what we were anticipating when we made that offer."
Mr. Mason "I'm unclear as to what your intent is for the money that you've got here."
Mr. Culbert "The language is very close to what we want. The issue is that you don't have existing profiles.
We clearly have no idea where things are in the street. If anyone would have it, it would be the town. But
since it's an old town, the records have migrated in some utilities and I'm sure you know where they are - but
some older ones you don't. That's your issue also. Is that correct?"
Mr. Mason "Yes."
Mr. Culbert "Okay. There is a risk. We are hoping to not take on that risk, whether there are road profiles
we should be referring to or not."
Mr. Mason "My anticipation is that before these utility lines are constructed along these proposed routes,
detailed design and construction plans be prepared. Test pits need to be dug to determine some of these
unknowns so that we have a good idea that what we're proposing to build can be constructed at the locations
or moved to a location where it can be installed. The unknowns then become more or less the underground
conditions of soil and rock versus unknown utility locations."
Mr. Culbert "If we take your draft and the utility plan, we could probably get a better understanding, since
we haven't really gone through this in detail."
Mr. Brown "We think it's a really good deal to get $700,000 worth of public improvements for $450,000. We
have a little concern about the risk and maybe we will end up splitting the risk."
Mr. Mason "We bid projects in different ways. Typically with utility line projects, the town takes the risk of
soil and rock conditions. We get a better price that way. We have better control over what gets removed and
in what fashion. As far as the existence of existing utilities, we make our best efforts to identify where they
are before we let the project."
Mr. Culbert "I think the phrase plans and profiles is a poor phrase in this context. I think Tom is thinking
in terms of plans and profiles of submissions for future work. What we're contemplating is the town telling
us what's under its own right-of-way today.~
Mr. Mason "Your engineers and surveyors are certainly welcome to review every asbuilt drawing that we have
in our records to help you better identify what those are."
Mr. Culbert "We have a drawing right now that Paciulli Simmons has put together that we believe identifies
where the existing utilities are. What I'd like to do is review it with your staff and see if we see any potholes."
Mr. Mason "We'll be glad to sit down and work with you on that. Information which we do not have involves
anything underground - telephone, gas, electric. We don't keep those records. The utility companies who
operate those keep those records. We have a permit process that shows us where they want to put it. We
do not require an asbuilt drawing be submitted to us after they install the work."
Mr. Culbert "So, if a developer were installing an electric line in their development, you would require an
asbuilt?"
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Mr. Mason "No. We don't operate or maintain those."
Mr. Culbert "You don't require asbuilts?"
Mr. Mason "No. The utility companies do."
Mr. Mason "If it's a waterline and the town operates and maintains it then yes we require an asbuilt. But
if it's a gas line it generally goes where it's suppose to on the plan. We have no way to require an asbuilt,w
Mr. Culbert "My suggestion is that we take attachment A and go through it together to try to minimize the
risk on both sides."
Mr. Brown "The Council is going to get $700,000 worth of improvements for $450,000. It might end up being
more than that depending on unforeseen costs."
Ms. Umstattd "I'd like a legal opinion from Debbie as to whether the new language in this paragraph
tends to negate whatever protection the town might have been afforded in paragraph 11. If they find
environmental hazardous material that would require some kind of action. Are we giving away whatever
protection we may have had in 11 here in paragraph 6?"
Ms. Umstattd "I agree. I don't like what's going on in paragraph 6 in relation to 11. You're basically dumping
it all back on us."
Ms. Welsh "I think they are inconsistent in the way they are written. The way its written now, any unforseen
costs would be put back on the town. I think what we are looking at is how to minimize that. We don't know
what those unforeseen costs are. It could be the conditions of the soil are much different than what is
expected to be out there. If there is an additional cost it's going to be coming back to us. That may or may
not be something that we want to do."
Mr. Culbert "When Mike put that offer together it was based on what we understood to be there and not on
any unforeseen conditions. We can sit down with staff and make sure that all of our assumptions are not
missing anything that the town is aware of. We know where the utilities are. We understand the soils are not
great underneath Harrison Street. We understand the size of the box culvert and the route they are
anticipating is similar to the route that we have. But, if we go into the earth and we find that there is
quicksand we would be looking to come back to the town and say this is different than we anticipated and
therefore adjust the differential."
Mr. Mason "That's the language that Debbie needs to work out."
Ms. Welsh '~Fhe Council may want to consider rather than taking on total responsibility, do some type of
sharing of that responsibility."
Ms. Umstattd "My understanding of the offer is the town had a $450,000 cap - period. Nothing about
unforeseen circumstances or conditions."
Mr. Culbert "I think that if you went back and looked at a transcript, Mike clearly said that if unforeseen
conditions were not anticipated..."
Mr. Brown %Ye can go back and look at the tape."
Ms. Umstattd "I'd like to hear it."
Mr. Trocino "If it's there or if it's not - we're making it there now."
Ms. Emswiller "Right. What we heard is not really what we've got here now. We thought we had a cap of
$450,000."
Mr. Culbert "Maybe there is a misunderstanding in the interpretation."
Mr. Trocino "Another way to'understand it is the cost for these facilities are capped at $450,000.
Mr. Atwell "In the October 31 memo that Mr. Mason wrote to Mr. Brown, setting forth some of these costs,
he found a figure of $500,000. Will Mr. Mason guarantee that it won't cost the town any more than that?"
Ms. Welsh "I doubt he could guarantee that."
Mr. Atwell 'What's my point."
Mr. Culbert ~l'he context that Mike focused on is the fact that we are a surrogate in this thing. We don't have
a long term position. We are trying to find a means where the $800,000 worth of work can be delivered
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efficiently and maybe we can't do it for $450,000. Whether we are right or wrong, we are willing to take that
risk. But we don't have the value. We're just in the middle of this to put this transaction together."
Mr. Buttery "Doesn't Gilbane get the rent proceeds?"
Mr. Culbert "No. The lender gets it - the trustee. We have nothing to do with it. It goes to the trustee. We're
an implementor. That's all. No revenue is generated from this transaction over the 22 years, none what so
ever. It just goes to pay the interest and the bond amortization. At the end, all the bonds are amortized.
The lease payment is basically equal to the debt service. We don't get anything beyond that. That's what
Mike maybe didn't explain clearly enough. What he was saying was that we would look at it differently if we
had a building that was going to be here for 20 or 50 years and we had long term economic value. Clearly,
there's more incentive to say Gilbane, you're here for a long time. You should take some of these risks. You
should pay for some of those improvements."
Mr. Trocino "You're making a developer's fee."
Mayor Clem "When Gilbane and town staff get together, they are going to have a better idea of what may or
may not be."
Mr. Culbert "Tom when you prepared the memo on the values, were these values your respective of
unforeseen conditions?"
Mr. Mason "They are conservatively prepared and have been prepared using data that we have gotten from
other projects when we have had unforeseen conditions."
Mr. Culbert "If you've got a $500,000 box culvert relocation, unforeseen conditions could drive that up."
Mr. Mason "Sure. They always have."
Mr. Trocino "What are we talking about here? A $450,000 box culvert - unforeseen conditions drive it up to
$600,000. Who's paying the $150,0007 You are, right?"
Mr. Brown "No."
Mr. Trocino "Even under the best of scenarios - otherwise, what's the cap mean?"
Ms. Emswiller "It doesn't mean anything tonight."
Mr. Trocino "Maybe we don't understand then."
Mr. Culbert "The cap means that under normal working conditions, based on the known conditions, that work
will be done irrespective of whether it costs $200,000 or $1.2 million and it's our cost. If that box culvert costs
$5 or $500 a linear foot, then there's absolutely no cost to the town."
Ms. Welsh "But we don't have an agreement yet on what the normal conditions are. That's where you and
Tom have got to get together. Because we don't have that agreement yet. Maybe in doing that agreement,
you can agree on the dollar amount. If the normal site conditions tell you that the dollar amount will be
$800,000 - we are in at $450,000, you are in at $350,000 and if there's something above that amount, then we
look at it. In getting together and looking at the normal soil conditions, not only do you look at what would
constitute normal soil conditions, but what that dollar amount is. Look at it from that aspect in that this is
our cap and this is your cap and if it exceeds that, which is an unforeseen amount then how do we share that
unforeseen amount?"
Mr. Culbert "There is a piece that you're not keeping in the puzzle. We said we could do the work for
$450,000. As Tom said, those are conservative estimates that were put together, and we believe by going
through the private versus the public process it can be done more cost effectively, which means I don't expect
to spend $350,000. I'm expecting to take that risk away from the town and deliver it for less than that."
Ms. Welsh "You might think now that you can do this work for $650,000, because you think that's what a
normal condition is. Somehow, you arrived at the $450,000 figure. You had some amount in your mind on
what it is going to cost. You and Tom need to get together and discuss what the soil conditions are and what
you think that normal cap is."
Mr. Culbert "I think what we need is to have Tom understand how we perceive normal conditions."
Ms. Emswiller "How did you arrive at $450,000? What changed between $450,000 and now - that we're
backtracking?"
Mr. Culbert "We're not backtracking."
CO 11/3/94 -8-
Ms. Emswiller "We're not?"
Mr. Culbert "No. We are talking about unforeseen conditions which were mentioned at the last meeting but
maybe not explained."
Ms. Emswiller q3aen how did you get $450,000?
Mr. Culbert "By looking at the cost incurred to put the linear footage of pipe and box culvert in place. Tom
pointed out the linear footage that Mike mentioned as well."
Mr. Webb "Suppose it's done cheaper than $450,000, does the town get a new count?"
Ms. Welsh "Not according to the way it's written."
Mr. Culbert "We're happy to give you a refund, if it's under $450,000. We're not doing this to make money.
We're doing it to bring conclusion to something."
Mayor Clem "Is there anything else on 6? It needs to be worked out between Gilbane and our engineers and
reported back to us."
Mr. Buttery "There are some other issues to be discussed in 6A. On the first line the town ...provide ... cost
... provided all utilities to ... There is a comma, I'm sure that should be a period. Then we get into the issue
of the $450,000 and the caps. I still have a question in my mind as to whether or not the town should actually
be providing the hook-ups for utilities. Some of the other items like improvements to Loudoun Street and
Market Street, I don't really have a major problem with. But some of the costs are directly attributable to
the building. Should the town bare those expenses?"
Mayor Clem "I was under the impression that when a house or building is being built it is the responsibility
of the utility company to at least provide availability to the property, like electric lines, telephone, water and
sewer. Then there is no cost to the town because it comes to the building. Once you touch that building,
from there on, it's the person who is developing that building or building the house."
Mr. Mason "We have talked to Virginia Power. For the town's municipal government center building, for
instance, the town had to make a large payment to Virginia Power to get service."
Mr. Brown "They have to provide the service, however, they can require a reimbursement."
Mr. Mason "Right. If it's simply an extension of an overhead line from an existing pole to your building, they
don't charge you. But, anything that goes underground you have to pay the difference between the overhead
cost and the underground cost. The Town Code requires that all lines be placed underground. So they have
to come down off a pole and go under a street somewhere and bring the line up to the property line to where
the transformers are set. With this particular building, they made special arrangements to put the transformers
in a vault. There were some special costs associated with that. I don't know what the costs were. We have
gotten a general number from Virginia Power as to what they usually charge to provide service from an
existing pole, underground to a building of this size and a parking garage of this size. We got a number of
$$0,000 to $60,000. Since they are doing it inside the site, we cut it in half."
Mr. Mason "They have to look at their initial expense and the time it takes to recover that cost based on how
much electricity you are going to use."
Mayor Clem "Can those kinds of things get better identified by Monday? Maybe the cost of hooking up the
utilities?"
Mr. Mason "We have called them and we haven't gotten an answer back. Does anyone know if this building
is going to have gas service?"
Mr. Culbert "Yes, it will."
Mr. Mason "Will it have gas heat or some other lesser use?"
Mr. Culbert "Gas is being considered right now."
Ms. Welsh "I don't think you can identify unforeseen conditions."
Mayor Clem "No, but I think they can identify a comfort level of unforeseens."
Ms. Welsh "In b in number 6, it is my understanding that 'as identified by the town' was going to be moved
to the beginning of that paragraph."
Mr. Mason "What the study looked at was the effect on the existingcurrent traffic volumes projected to
CO 11/3/94 -9-
future year with the addition of additional trips added by the building that is proposed, plus the additional
parking garage downtown, the use of 100 spaces elsewhere, added to the number of trips. It loaded these trips
on the existing roads, and determined the level of service at the different intersections covered in the study
area. I think you all got copies and there's a nice drawing in there. If the traffic signals are put in along with
the improvements we can make it work without going to oneway pairs, keeping the current road system. A
traffic signal at the intersection of Church and East Market and Harrison, improvements to Church Street,
set up East Loudoun Street so that there are three lanes and do some other things to help channelize the
traffic. They are saying those assumptions have been incorporated in their calculations to come up with the
levels of service for the different intersections. The town standard is that the level of service around the site
be at Level C and in 20 years, no less than D. They also looked at level services in the surrounding areas to
see how this impacts. We gave them a llst of concerns, some of them were editorial in nature, some were
additional information. We have begun receiving some of that information. The areas that we have the
greatest concern are the level of service at Market and King Streets. They are showing a level of service we
haven't determined that we agree with yet. We have what we consider a level of service D or worse under
current conditions. They are saying retime the signal. We've got computers and loop detectors there now.
By adding more trips, they've got a better level of service in the future then we do currently. So, we question
that. There is a level of service at the East Market Y that we are not sure exactly how the trips are distributed
there, indicating a poor level of service there. The report says it will be bad. We'll check into it, and if it's
going to be bad, what has to be done to make it better. The level of service for the cars leaving the garage,
coming out onto Loudoun Street is bad. Meaningthat based on the conditions shown here in the traffic study,
there will be a lot of delays in the p.m. rush getting out of the garage. There is no provision to try and take
care of that. What that means is the county gets in there and says 'what's going on? We can't get out. We've
got to wait 20 minutes to get out of the garage. We want a police officer out here directing traffic every
afternoon. These are the things that we've picked up on and we're working with and asking questions about.
More work with the study may cure those."
Mayor Clem "Were assumptions made that everyone got off at 5?"
Mr. Mason "I don't know. I think they were."
Mr. Webb "Was any consideration given to capping Edwards Ferry Road at Church Street?"
Mr. Mason "No Sir. We have looked at that, but that scenario was not evaluated in this study. There's more
than one property there. It's pretty narrow. You would end up having to buy both those houses if you wanted
to put a thru road there. It would be a pretty big effect on the residual for that one house."
Mr. Mason "I think the report from VDOT indicated that it would improve the level of service at that
intersection. What they didn't do, because they didn't look far enough, is to say what level of service can be
experienced at other locations if those vehicles make their turns. We are considering putting a left turn
restriction there because if you can't turn there, where can you turn? Church or Wirt Streets and those aren't
very good roads for putting those trips
Ms. Emswiller "We probably need the number of turns. I don't think ma. ny people turn left on King, but they
are interspersed so much that that is what is causing the back ups.~
Mr. Mason "Absolutely. We've got those numbers in here."
Mr. Grow "Figure 4 has the existing volumes."
Mr. Mason "I agree with Jewell. The way it is set up now, since there are no turn lanes, one person turning
left at the wrong time can back it up for everybody. VDOT is saying the only way you can take that away is
to have no left turns during certain hours. You frequently see it when you go to Alexandria. It's very
common, however, new for Leesburg."
Mr. Mason "We improved the traffic a little bit with the left turn arrow that we have for the traffic coming
into town from North King Street. We've just recently made some changes with the handicapped ramps and
crosswalks which we think will be very beneficial to pedestrians that use that intersection.
Mr. Mason "We'll have to probably hire a consultant to initiate a very detailed implementation study." We
have to look at the whole circulation thing. The left turns we think we can do in house. As far as the one-
way pair system, we need to develop a scope and have our consultant do that. We may need an appropriation
to do that."
Ms. Emswiller "The Economic Development Commission would like for us to think about the lighting needs-
in the downtown area."
Ms. Emswiller "The gas company will do a study at no cost to us if we are considering the lighting. The
Economic Development will follow through if it's something we're in support of. We are proceeding with
expeditious pace on the FAA."
~er~k of ~~ The meeting was adjourned. _amens E. ~. ~~r
CO 11/3/94 -10- Clem, ay
Counc~ 1 t