HomeMy Public PortalAbout1996_09_24_R201 T}te Town of
Leesburg,
[ Virg' '
lnla
RESOLUTION NO.
A RESOLUTION:
PRESENTED September 26,
96-201 ADOPTED September 26,
AUTHORIZING THE MAYORTO EXECUTE A MODIFICATION OFTHE
SALES CONTRACT BETWEEN LEESBURG PLAZA SHOPPING CENTER
ASSOCIATES AND THE TOWN OF LEESBURG
1996
1996
WHEREAS, a sales contract dated September 13, 1994, enacted the purchase of two tracts of
land on Plaza Street lbr the purpose of locating the town's Public Safety Center; and
WHEREAS, the town has demonstrated to the seller that it is moving diligently toward the timely
construction of the town's police station; and
WHEREAS, the sellcr recognizes that legitimate delays may result from inclement weathcr or
other properly documented requests; and
WHEREAS, the seller desires to provide a reasonable time to accommodate such delays belbre
imposing the $200,000 liquidated damagcs:
THEREFORE, RESOLVED by the Council of the Town of Leesburg in Virginia as follows:
The Mayor is hereby authorized to execute the attached Modification of Contract Sale between
Leesburg Plaza Shopping Center Associates and the Town of Leesburg, Virginia.
PASSED this 24th day of September , 1996.
A~, EST:
Clerk of Council
· Clem, Mayor
of Leesburg
R:Plazal
MODIFICATION TO CONTRACT OF SALE BETWEEN
LEESBURG PLAZA SHOPPING CENTER ASSOCIATES
AND
THE TOWN OF LEESBURG, VIRGINIA
THIS MODIFICATION TO CONTRACT OF SALE dated September 18, 1996, by and between the Town
of Leesburg, a municipal corporation (hereinafter referred to as "Town") and Leesburg Plaza Shopping Center
Associates, a Virginia general partnership (hereinafter referred to as the "Seller").
WHEREAS, under a Contract of Sale dated September 13, 1994, the Town purchased from the Seller two
tracts of land located in the Town of Leesburg, Virginia depicted on the tax maps for Loudoun County,
Virginia as Tax Map 48, Parcels 125 and 126 hereinafter referred to as the "Property"; and
WHEREAS, under the terms of the Contract of Sale, the Town warranted and made covenant unto the Seller
that the Town shall (a) permit to be constructed, a fire (or fire and rescue) station (it being understood that
the Town has no obligation to construct or compel the construction of a fire and/or rescue station); and (b)
construct a police station or substation (hereinafter "public safety center") at the Property within three (3)
years following settlement, and that the Town will operate and maintain the public safety center for a
minimum period of ten (10) years thereafter which terms survived settlement; and
WHEREAS, under the terms of the Contract of Sale, the Town further warranted and made covenant unto
the Seller, that in the event the Town breaches the covenant, which breach continues for a period of ninety
(90) days after notice from the Seller, the Seller shall be entitled to liquidated damages in the amount of Two
Hundred Thousand Dollars ($200,000), upon payment of which the Town shall be relieved of the foregoing
covenants; and
WHEREAS, the Town has sufficiently demonstrated to the Seller through due diligence to its responsibilities
pursuant to the terms of the Contract of Sale including, but not limited to, providing funding to purchase the
Property and develop thereon a public safety center, selecting an architect to design the public safety center,
completing the design of the public safety center and publicly advertising the public safety center for bids; and
WHEREAS, the Town has publicly advertised that it will receive sealed bids for the public safety center on
October 1, 1996; and
WHEREAS, the Town anticipates that it will award a contract to construct the public safety center on October
22, 1996; and
WHEREAS, the Town anticipates that it will issue a notice to proceed to the successful contractor on or about
November 11, 1996; and
WHEREAS, approximately thirteen (13) months to December 13, 1997 are provided for substantial completion
of the public safety center to the successful contractor on or about November 11, 1996; and
WHEREAS, it is recognized by the Town and the Seller that, allowing for delays caused by inclement weather
and other properly documented requests by the contractor for extensions of time for completion of the public
safety center, not contemplated by the Contract of Sale, thirteen (13) months may not provide adequate time
to construct the public safety center; and
WHEREAS, the Seller recognizes the efforts of the Town in fulfilling its obligations under the Contract of
Sale and desires to provide a reasonable time to construct the public safety center before imposing on the
Town liquidated damages in the amount of $200,000 as provided in the agreement.
THEREFORE, AGREED as follows:
That the stated time of three (3) years to construct the public safety center shall, and is, hereby
extended by three months, and that the time shall be further extended day for day by any extension
of time for completion of the public safety center granted by the Town to the contractor hired
therefor. It is specifically agreed that completion of the public safety center within such timeframe
is not the obligation of the Town and failure to so complete the public safety center within such
timeframe shall not constitute a breach. Unless otherwise modified herein, all other terms of the
contract which survived settlement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Modification to Contract to be executed as of
the date first above written.
SELLER
LEESBURG PLAZA SHOPPING CENTER ASSOCIATES
By:
Its:
THE WALLACE FAMILY, L.P., a
Virginia Limited Partnership
General Partner
September 18, 1996
September 18, 1996
By:
Its:
By:
Title:
LPSC, INC., a Virginia Corporation
General Partner
THE TOWN OF LEESBURG, VIRGINIA
J,~fies E. Clem, Mayor
Title: [v~ayor
contract, rbt