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ITEM: APPROVAL OF THIRD AMENDMENT TO ARTICLE 3, SECTION 3.2 OF THE PURCHASE AND SALE AGREEMENT WITH WELLINGTON PROPERTY OWNER LLC TO EXTEND THE DEADLINE FOR THE INSPECTION PERIOD TO DECEMBER 9, 2025
REQUEST: Approval of Third Amendment to Article 3, Section 3.2 of the Purchase and Sale Agreement with Wellington Property Owner LLC to extend the deadline for the inspection period to December 9, 2025.
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EXPLANATION: Section 3.2 of the Purchase and Sale Agreement with the Related Ross entity known as Wellington Property Owner LLC (“Related Ross PSA”), initially contemplated that the Purchaser’s inspection period would conclude on July 21, 2025, triggering a number of other requirements and deadlines, including the deadline for Purchaser to exercise its option to purchase the Reservoir parcel at the same price per acre as provided for the balance of the property. On July 16, 2025, Council, in its capacity as the Acme Board of Supervisors, approved the First Amendment to Purchase and Sale Agreement, extending this deadline to September 30, 2025 (“First Amendment”). The First Amendment was made based on the Purchaser’s concerns about existing environmental conditions on the property and about incorporating Acme’s current use into the stormwater management system for the project. On September 16, 2025, Council, in its capacity as the Acme Board of Supervisors, approved the Second Amendment to Purchase and Sale Agreement, extending this deadline to November 30, 2025 (which, since such date falls on a Sunday, had the effect of extending this deadline to December 1, 2025) (“Second Amendment”). The Second Amendment was made based on the Village Staff and Purchaser having ongoing discussions about alternative plans for the Reservoir and the need to amend the corresponding terms in the Related Ross PSA to reflect the final agreed to terms before the end of the Inspection Period. Under such alternative plans, Related would purchase the land at the agreed upon purchase price, but rather than incorporate the functionality into the project’s water management system, Acme would instead disconnect its infrastructure from the site and route its water elsewhere independent of the site.
The Related Ross PSA, as amended, currently specifies that the Inspection Period, and therefore, the deadline to exercise the Reservoir Option, ends on November 30, 2025 (but, since such date falls on a Sunday, the actual date for this deadline is December 1, 2025). Purchaser is seeking an additional extension of the Inspection Period to allow for Purchaser and Seller to finalize an amendment to the Related Ross PSA to adjust the terms governing the Reservoir to conform to the alternative plan, as well as to address a few other matters. Once the new Reservoir plan is finalized, staff will bring back an additional amendment to the Related Ross PSA to incorporate the new Reservoir plan, and such other additional terms, into the Agreement.
As with the previous extension of the Inspection Period, the additional extension Inspection Period under the Related Ross PSA will also automatically extend the Inspection Period under the Purchase and Sale Agreement with Founders Acreage Wellington LLC with respect to the balance of K-Park (“School PSA”) to be co-terminus therewith, pursuant to Section 3.3 of the School PSA.
BUDGET AMENDMENT REQUIRED: NO
PUBLIC HEARING: NO QUASI-JUDICIAL: NO
FIRST READING: NO SECOND READING: NO
LEGAL SUFFICIENCY: YES
FISCAL IMPACT: NONE
WELLINGTON FUNDAMENTAL: Responsive Government
RECOMMENDATION: Approval of Third Amendment to Article 3, Section 3.2 of the Purchase and Sale Agreement with Wellington Property Owner LLC to extend the deadline for the Inspection Period to December 9, 2025.