HomeMy Public PortalAbout1996_01_23_R017 The Town
Leesburg,
Virginia
RESOLUTION NO.
A RESOLUTION:
96-17
New Business
AMENDING THE LETTER OF UNDERSTANDING
GILBANE, GILCORP, AND THE TOWN OF LEESBURG
PRESENTED January 23 ~ 1996
ADOPTED January 23 ~ 1996
BETWEEN
WHEREAS, the Letter of Understanding between Gilbane, Gilcorp, and the town regarding
the construction of the county government center was executed effective November 8, 1994, and;
WHEREAS, Paragraph 6 and Attachment A of the Letter of Understanding included
specific language regarding the installation of necessary water, sewer, and storm drainage facilities;
and
WHEREAS, Paragraph 6 of the Letter of Understanding mentions traffic modifications to
be installed by the town but such improvements are not fully described; and
WHEREAS, on November 14, 1995, Town Council adopted Resolution 95-229 which
authorized Gilbane to complete the required road improvements adjacent to the county complex
site for a total cost of $325,000; and
WHEREAS, the attached Road Construction Agreement has been negotiated with Gilbane
to complete the needed work.
THEREFORE, RESOLVED by the Council of the Town of Leesburg in Virginia as follows:
The November 8, 1994, Letter of Understanding between Gilbane, Gilcorp, and the Town
of Leesburg is hereby amended to include the attached Road Construction Agreement in a form
approved by the town attorney.
PASSED this 23rd
A~/ST: ~
Clerk of Council
R:LOU
day of
January , 1996.
Jan~s E. Clem, Mayor
Tdwn of Leesburg
ROAD CONSTRUCTION AGREEMENT
THIS AGREEMENT, made this __ day of ,1996, by and between the TOWN OF
LEESBURG, VIRGINIA, a municipal corporation, hereinafter "TOWN" and GILBANE
DEVELOPMENT ASSOCIATES, L.C., a Virginia limited liability company, hereinafter "GILBANE",
and GILCORP, a 501(c)(3) corporation, a Virginia Corporation, who is party to the November 8, 1994
Letter of Intent, hereinafter "GILCORP".
WITNESSETH:
WHEREAS, GILBANE has designed and installed sanitary sewer, waterline, and storm drainage
facilities ("Project Infrastructure") for the Loudoun County Government Center (the "Project") in the said
TOWN at 3 Harrison Street, S.E., Leesburg, Virginia 22075; and
WHEREAS, GILBANE has installed the Project's Infrastructure, pursuant to the November 8,
1994 Letter of Understanding between the TOWN, GILCORP, and GILBANE. The lengths, sizes,
grades, and routes are described specifically on Exhibit A, a set of construction drawings by Paciulli,
Simmons and Associates, titled Loudoun Center Phase 1; and
WHEREAS, the TOWN has and will reimburse GILBANE for its costs for design and
installation of the Project Infrastructure pursuant to the Letter of Understanding and more particularly
described on Exhibit A, and any public improvement needed to support the development of the Project;
and
WHEREAS, road improvements will be needed for existing public streets adjacent to the Project;
and
WHEREAS, the road improvements ("Road Improvements") are located on East Market Street,
Harrison Street, East Loudoun Street and Church Street and include new curb and gutter along the street
frontage of the Project, new curb and gutter and sidewalk along the east side of Harrison Street,
pavement construction and/or reconstruction, road widening and utility adjustments as shown on Exhibit
B, a set of construction drawings by Paciulli, Simmons and Associates titled Loudoun Center Phase 2;
and
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WHEREAS, pursuant to paragraph 6(c) of the Letter of Understanding, the TOWN may request
Gilbane to undertake such Road Improvements and will reimburse Gilbane for the design and installation
of such Road Improvements; and
WHEREAS, Gilbane presented a proposal to the TOWN to design and install the Road
Improvements (Exhibit C); and
WHEREAS, the Leesburg Town Council authorized an agreement with Gilbane for design and
installation of the Road Improvements; and
WHEREAS, the lines, grades, sizes and locations of the necessary improvements to the adjacent
public roadways are specifically shown on Exhibit B.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained
herein, the parties agree as follows:
1. Road Improvements needed as a result of the Project on adjacent public streets include
work on East Market Street, Harrison Street, East Loudoun Street and Church Street. The Road
Improvements shall be designed by a Professional Engineer licensed in Virginia and installed by a
contractor employed by GILBANE as shown on the approved construction drawings prepared by said
engineer. Paciulli, Simmons and Associates is approved as the engineer and Harvey-Cleary is approved
as the contractor. The description and location of the Road Improvements are shown on Exhibit B
attached hereto, and incorporated herein by this reference. GILBANE shall install the Road
Improvements as shown on Exhibit B for the stipulated sum of $325,000.00 in accordance with Exhibit
C.
2. Reimbursement authorized by the TOWN for work performed by GILBANE shall be
made monthly based on approved percent completion of work as shown on a schedule of values less 10
percent retainage to be paid at the time of final completion and acceptance of the project by the Director
of Engineering and Public Works for the TOWN. Gilbane shall provide the schedule of values for the
items of work involved for approval by the TOWN. This schedule shall include individual line items
aggregating the total price and will subdivide the work into component parts in sufficient detail to
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serve as the basis for progress payments during construction. The schedule of values may be amended
by written change order signed by both GILBANE and the TOWN. Payments due GILBANE from the
TOWN shall be made upon approval by the Director of Engineering and Public Works for the TOWN.
3. GILBANE shall cause such contractors or subcontractors to obtain the following
insurance policies or certificates:
(a) Workmen's Compensation insurance with limits of liability as required by law;
(b) Liability insurance in an amount not less than $1,000,000.00 for injuries, including
wrongful death, for any one person and subject to the same limit for each person, in an amount equal
to not less than $1,000,000 on account of any one accident;
(c) Property damage insurance in an amount equal to not less than $1,000,000 for
damages on account of any one accident and in an amount equal to not less than $1,000,000 on account
of all accidents.
Certificates shall be furnished prior to the start of construction to GILBANE, naming
it and the TOWN as additional insured with respect to the liability and property damage insurance
referred to herein. The cost, if any, of these certificates shall be part of the construction cost.
4. No payment shall be made to GILBANE until after a Certificate of Occupancy has been
issued for the Loudoun County Government Center office building and parking garage.
5. Upon receipt of final payment, GILBANE will guarantee to the TOWN that the Road
Improvements ave installed free and clear of any liens, encumbrances or mechanics liens, potential or
otherwise.
6. GILBANE warrants and guarantees to the town that all work will be in accordance with
the approved construction drawings and town design and construction standards and be completed in a
workmanlike manner and will not be defective. GILBANE will repair or replace defective materials and
workmanship within the installed work for a period of time extending for one year from the actual date
of acceptance of such improvements by the TOWN, which shall not be unreasonably withheld.
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9.
TOWN.
7. The time for completion of the Road Improvements shall be no later than March 1, 1996.
GILBANE may request additional time to complete the work if adverse weather or unfinished utility
connections cause a delay. If the Road Improvements are completed by the TOWN, through its own
forces or agents, GILBANE or the contractor, as applicable, shall be paid as per Paragraph 2 of this
Agreement for all work completed up to March 1, 1996, or through any extended period and approved
by the Director of Engineering and Public Works for the TOWN. If the event GILBANE fails to
complete the project within the time allotted by the TOWN, all applicable provisions of this Agreement
shall remain in full force and effect until GILBANE satisfies fully the provisions of Paragraph 1 herein.
This agreement may be amended by the written consent of all parties.
This agreement shall be binding on all parties and their successors and assigns.
This agreement may not be assigned by Gilbane without the prior written consent of the
Date
Witness the following signatures and seals.
GILBANE DEVELOPMENT ASSOCIATES,
L.L.C., a Virginia Limited Liability Company
By: Gilbane Properties, Inc.
Manager
Name:
Title:
lSEAL]
Date
Date
gilbane.2
GILCORP, a Virginia Corporation
BY:
Name:
[SEAL]
Title:
TOWN OF LEESBURG, VIRGINIA,
By: [SEAL]
G,'LBANE PROPERTIES
7 J;'!C k',:,On ',,','ah,~'~, ,,~
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November 14, 1995
Steven C. Brown
Town Manager
Town of Leesburg
P.O. Box 88
25 West Market Street
Leesburg, VA 22075
Via Fax/Mail
Re: Loudoun County Government Center ~~ Road Improvements
Dear Steve,
In accordance with our Letter of Understanding dated November 8, 1994, Gilbane is pleased
to submit its revised stipulated sum proposal ("Revision //2") to perform the Road
Improvements for the Loudoun County Government Center in Leesburg, Virginia. The
revisions to our proposal dated September 18, 1995 were made pursuant to scope review
meetings with Tom Mason and his staffheld on October 10 and 19, 1995 during which it was
requested that we include the removal and replacement of Harrison Street (with existing
asphalt patches to remain in place) and milling/overlay at Church, Market and Loudoun
Streets. These revisions to our proposal dated October 31, 1995 are made pursuant to
meetings with Tom Mason held on November 7 and 9, 1995 during which final scope review
discussions took place.
We propose to furnish and install the scope of work listed below associated with the "Road
Improvements" as shown on the Loudoun Center Phase 2 drawings by Paciulli, Simmons and
Associates ("Approved Set 6-28-95") for the stipulated sum of $325,000.00 (Three Hundred
Twenty-Five Thousand and no/100 dollars). It is our objective that the work be substantially
complete on or before March 1, 1996; however, we are unable to guarantee this date given
that: 1) work cannot commence until electric, telephone, cable and gas utilities have been
brought to the building, and 2) adverse weather conditions may affect the availability of
asphalt as well as the ability to conduct certain tasks in the field.
Scope of Work Includes:
1. Retaining wail at Harrison Street.
2. Brick sidewalk along east side of Harrison Street.
3. Header curb and curb & gutter.
4. Asphalt paving and striping.
5. Erosion control.
6. Seeding (repairs and restoration as required).
7. Architecture and engineering.
8. Testing and inspection.
9. Performance bond (if required; further discussions between Town and GPI pending).
Sleven C. Brown
JVovember 14, 1995
Page~
Scope of Work Excludes:
1. Undercutting/haul-off of unsuitable soils and replacement with select fill.
2. Relocation, shoring or removal of existing utilities.
3. Excavation, handling or disposal of hazardous materials and/or USTs.
4. Street lighting.
5. Landscaping (other than seeding as required).
6. Parking meters.
7. Signage.
8. Permits and fees.
Clarifications:
The scope of work includes 4,638 sy of SM-2A asphalt (1.5" thick); additional
quantities of SM-2A asphalt, if requested, will be installed at $36.60/ton.
The scope of work includes 1,550 sy of asphalt milling; additional milling, if
requested, will be performed at $15.10/sy.
3. Traffic control is included only for partial/temporary road closures.
All work is to be completed to specification one time, and accepted by the Town
thereafter.
In keeping with the current schedule of construction, we respectfully request your response
to this proposal on or before November 15, 1995. Please indicate your approval in the space
provided below and return one executed original to our office. In the meantime, should you
have any questions, please do not hesitate to contact me at 401-456-5526.
Sincerely,
GILBANE PROPERTIES, INC.
Project Manager
Stipulated Sum Proposal for Road Improve-
ments is Approved as Submitted Herein:
Steven C. BrOwn, Town Manager
Date
CC:
Tom Mason -- Town of Leesburg
Ed Broderick -- GPI
Bill Dolan -- GPI
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