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HomeMy Public PortalAbout1994_11_07SPECIAL MEETING MINUTES OF NOVEMBER 7, 1994 A special meeting of the Leesburg Town Council was held on November 7, 1994 at 4:00 p.m., in the Council Chambers, 25 West Market Street, Leesburg, Virginia. Notice having been delivered to all members of the Leesburg Town Council prior thereto. The purpose of the meeting was to discuss the Letter of Intent between the Town of Leesburg, Gilbane and Gilcorp. The meeting was called to order by Mayor Clem. Councilmembers present George F. Atwell Frank J. Buttery, Jr. Jewell M. Emswiller Joseph R. Trocino Kristen C. Umstattd William F. Webb Mayor James E. Clem Staff members present Town Manager Steven C. Brown Deputy Town Attorney Deborah Welsh Mayor Clem began by referring to the two paragraphs in questions - paragraphs 4 and 6. Mr. Brown reviewed paragraph 4 stating that it is attached to the proposed legislation and is the latest iteration of the Letter of Intent. Mr. Nails stated that the changes in the most recent paragraph 4 of the Letter of Intent are based on a telephone conversation today with Deputy Town Attorney Deborah Welsh. Ms. Welsh: MPage one under the Consideration - the Letter of Intent is attached now and has been signed by the County. Under 3 - Gilcorp - has an editing change. I thought it is appropriate to define Lease. Under 4 - under Cooperation - the first paragraph is now labeled paragraph A and the second paragraph is labeled paragraph B. In paragraph A where it talks about the damage provision and the town would not have any liability for damages. This has been changed to read as follows: The town will have not liability for damages to the county, Gilbane or Gilcorp or be responsible for any reimbursement for attorney's fees, expenses and/or costs associated with the project to such parties for not providing the funding for the $3 million by November 3... Where it talks about the 100 offsite parking spaces - this sentence now reads ... The town further agrees to authoi'ize the allocation of 100 offsite parking spaces presently owned or to be owned in the future by the town for the exclusive use of site 2 employees and visitors without charge for the term of the Lease for site 2 or so long as the county maintains administrative offices in the town and employees at least 200 persons at site 2. The wording 'whichever time period is shorter' remains. The next sentence states the town has the right to move the parking spaces but such spaces must be in close proximity to site 2 and provided however that the spaces so allocated... On page 2 the B has been added to the second paragraph. The next part that has been added now reads ·.. as evidenced by an ordinance adopted by the town... Paragraph 8 reflects a reqUested change - . . . during the initial term of the lease or any earlier termination date as long as the county maintains its administrative headquarters... Paragraph 9 because it refers to fax numbers - the fax numbers have been included in the noti~ provision. Paragraph 10 it was my understanding that the Council decided they wanted as well the Mayor and Chairman of the Finance Committee to serve as two of the five members of the board. This has been added in this paragraph. The other item added is in the last sentence ... Not only will the lease contain language that there will be a provision for indemnification insurance for officers and directors of Gilcorp - it will also be provided for in the applicable corporate documents. A signature line has also been added for Gilcorp. Mr. Atwell asked Ms. Welsh if she is satisfied with the content of the document? Ms. Welsh stated yes except for the items she has not yet had a chance to review which is attachment A. Everything is satisfactory at this particular time. Ms. Umstattd asked what happened to the provision that the town would get the $3 million back if the IRS did not approve the 501 C (3)? Ms. Welsh stated there is a separate letter which addresses that if there is a determination that it is not a 501 C (3) corporation the money would go to the Industrial Development Authority. The town then, upon direction, would have the IDA provide the money to the Loudoun County Government Center. Mr. Trocino: "How does the sanitary sewer get from Edwards Ferry to East Market Street - is that all private property?" Mr. Brown stated that is private property. Mr. Trocino Stated there is talk about moving the storm drain through the middle of site 2 rather than around the perimeter. Is this correct? Mr. Brown stated this is correct. The consideration has been given to this alternative of including a storm drainage culvert onsite underneath a second story development. This gives the town the opportunity to come in and out for maintenance purposes. Mr. Mason has reviewed the concept plan and needs a lot more information before he can say this would be the approved concept. "They were to leave language that left that as a potential cost saving alternative to all parties.~ Mr. Buttery: "It seems there should be some sort of language to reflect that it is the understanding - and we should have it in black and white that it is the understanding of all parties concerned that if it is an alternative to running it straight through can be done then that's the way we should go. Ms. Emswiller: "When this was talked about before and this was the site considered - it could not be considered to go there because they might build in that park area. Are they looking at something new and innovative that would mean they could build over it?" Mayor Clem: '~Fhey would just have air rights type of thing where they would start construction at the second floor opposed to on the ground. The construction would consist of pillars to be placed so the expansion of steel across fi.om pillar to pillar." Mr. Brown: "They want to build over the top of the easement leaving the first floor area to enter and exit." Mr. Broderick: ~On the attachment A, item 2 - the water line - we have defined the requirement for an easement within 60 days. That 60 days would start upon agreement as to exactly where the waterline will go. Ms. Umstattd asked Mr. Brown if he has any estimation as to whether the town will have to condemn anyone's property to acquire all of the easements and if so which properties and how much will it cost the town? Mr. Brown stated there is always a possibility of not being able to reach an agreement with private land owners to construct utility expansions in which case there may condemnation employed only at a last resort. Mr. Mason stated most of the improvements under the scenario the town is working with now will be relocated in existing public right-of-way. There is an existing sanitary sewer and storm drainage easement on private property between Edwards Ferry Road and East Market Street. Any work that would be done to relocate or upgrade the sanitary sewer would hopefully be done within the existing easement. A water line extension from the intersection of Harrison Street and Edwards Ferry Road to the County Complex is necessary - and that would require a new easement on property between Edwards Ferry and East Market approximately in the area of the vehicle cut-through at the Colonial Funeral Home. Staff is not aware of any other offsite easements right now. The main easement of concern is for the waterline. Ms. Umstattd asked Mr. Mason if this would shut down the Colonial Funeral Home or temporarily disrupt their parking? If temporarily, for how long? C011/7/94spec -2- Mr. Mason stated what would affect the parking is the installation of the waterline. During the negotiations with the property owner any special concerns regarding parking and special hours of construction or restrictions would be brought out then. The town will want to cooperate with that property owner to assure the least impact during the construction phase. Ms. Umstattd asked if the town crews would be doing this work? Mr. Mason stated no. It will probably be a contractor. Staff has been discussing with Gilbane for the town to reimburse Gilbane for hiring the contractors to do this work. No final agreement has been made regarding this. Ms. Umstattd asked if the town has the legal authority to tell the contract when they can dig and when they can't? Mr. Mason stated if they are working in the town's road right-of-way the town can control their activities within reasonable hours. The town's noise ordinance also has an influence on the hours. If there are no prearranged conditions they can work at their discretion if they are not in the town's right-of-way. Mr. Umstattd asked, when letting the contract, if the town could place those prearranged conditions on it? Mr. Mason stated absolutely. The town would want those conditions known before the contract was awarded so the contractor would know exactly what restrictions he would be faced with. Ms. Umstattd asked if placing those kinds of restrictions on the contractor apt to place the town under any kind of violation of any due diligence clause? Mr. Mason stated he could not answer that. Mr. Brown stated if any construction work is done there, whether it be contracted out or done by the town on any project in town, the town is subject to a lot of conditions to ensure that disruption is kept to a minimum. Mr. Mason stated, something positive is that the installation of an 8" waterline should not take a great deal of time as long as there are no real surprises when the digging begins. The work should take about a week depending on the time of year and when the final paving of the patchwork is completed. Mayor Clem noted that the electric utility cost went from $30,000 to less than $6,000. MOTION On motion of Mr. Atwell, seconded by Mr. Trocino, the following resolution was proposed and adopted. 94-232 - RESOLUTION - AUTHORIZING THE MAYOR TO EXECUTE A LETTER OF UNDERSTANDING WITH GILBANE DEVELOPMENT ASSOCIATES, L.C. AND GILCORP WHEREAS, for several years Loudoun County has evaluated various options to consolidate its governmental operations; and WHEREAS, on June 29, 1994, the Town Council voted to contribute $2.5 million to $3 million in financial assistance to encourage the county to locate its government center in downtown Leesburg; and WHEREAS, on October 5, 1994, the Loudoun County Board of Supervisors voted to select the downtown Leesburg site as proposed by Gilbane Development Associates, L.C.; and WHEREAS, a draft Letter of Understanding has been negotiated by town staff and Town Council at five meetings since October 19, 1994; and WHEREAS, the attached draft Letter of Understanding contains the terms of the town's commitment to the county government center site. THEREFORE, RESOLVED by the Council of the Town of Leesburg in Virginia as follows: The Mayor is hereby authorized to execute the attached Letter of Understanding between the town, Gilcorp and Gilbane Development Associates, L.C. in a form approved by the town attorney. CO 11/7/94spec -3- DISCUSSION Ms. Emswiller asked that the estimated costs over and above the $3 million be summarized. Mr. Brown stated there is a cost associated with three projects. The storm drain relocation, the expansion and relocation of the waterline and the expansion and relocation of the sanitary sewer line. These three projects are to be accomplished at a cost of $450,000. Any unforeseen conditions above that will be handled in this fashion. The first $130,000 will be paid by Gilbane and the town shall pay the next $130,000. Anything beyond the total of $710,000 would be shared equally. There are frontage improvements that may be forthcoming. Gilbane will construct the sidewalk, however, there are not curbs and gutters and there is the likelihood the town will be asked to construct the curb and gutters on Loudoun/Iviarket and Harrison Streets. Those projects will be proposed to the Council during the CIP process. The potential for funding is either through the upcoming bond issue or a combination of gas tax funds and other general funds. Of the $450,000 that is being requested for the three projects - two out of these three projects are utility projects. Therefore, a portion of these costs will come from the town's utility fund. The Council has indicated that one-way pairs are not an option as a result of the traffic study. This eliminated a large number of improvements. The Council may wish to pursue this at a later date. The Council has also indicated that no further improvements to Church Street are required. However, the traffic study did call for some improvements to Church Street. If these improvements are not made there may be an effect on the level of service. There is a $100,000 traffic signal being proposed for Church Street and East Market Street intersection where Edwards Ferry Road joins. The utility connection has been reduced from $30,000 to $6,000 assuming the outside pad for a transformer. Telephone and gas connection costs have been eliminated. Street lighting may be necessary. It is an issue for the entire downtown area and may be something that the Council may wish to consider in the CIP process. The immediate, additional cost to the town will be $450,000 plus any unforeseen cost that may ultimately be the town's responsibility, plus the utility connection of $6,000. The frontage improvements may have to be in the next fiscal year or maybe before. Ms. Emswiller asked if the frontage improvements to Market and Loudoun Streets adjacent to the site had to be completed at the time the building is built? At $50,000 each improvement for Market Street and Loudoun Street and $100,000 for the Harrison Street improvements. $200,000 plus the $450,000 and possibly another $130,000 for unforeseen conditions. Mr. Brown answered that is correct. Ms. Emswiller asked if this obligates the town to install the light at Church Street? Mr. Brown stated that the traffic study, proposed by Gilbane, contemplated a signal at Church Street. This is an item that could be processed into the town's CIP. Ms. Emswiller stated after a lot of thought she would have supported the county complex up to $4 million. She believes this is in the best interest of the Town of Leesburg. Even though there are items in the agreement that she does not completely agree with she will support the county complex. Mr. Buttery echoed Ms. Emswiller's comments. Ms. Umstattd stated this agreement is better than when it originally started out. She continues to express concern with the fact that the town is calling Gilcorp a 501(c)(3) when it has not yet been determined to be such. She also remains concerned that there is no language in the agreement that would give back to the town the $3 million should Gilcorp's 501(c)(3) status not come through. She stated she is afraid a separate contract with Gilcorp after the fact may not be enough to cure that defect in this Letter of Understanding. She stated that Tom Nails has assured her that the town's tax rate will go down as a result of this. She stated she will be looking forward to that day. She is afraid it will go up as a result of this and she does not believe there will be a decrease in taxes in the next ten years because of this. She stated she will continue to vote no. Mr. Trocino stated this is the best thing that the Council could do for downtown and it is the best thing that has happened to Leesburg. Mr. Webb expressed support of the downtown county complex. Mr. Atwell applauded Mr. Buttery and Ms. Emswiller for their comments and Ms. Umstattch in a different way - for consistency. He expressed his support in the county complex center. Mayor Clem also expressed his support of the county complex. VOTE COll/7/94spec -4- Nay: Councilmembers Atwell, Buttery, Emswiller, Trocino, Webb and Mayor Clem Councilmember Umstattd The meeting was adjourned. Clerk of Council ~J~ames E. Clem, Mayor CO 11/7/94spec -5-