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ITEM: APPROVAL OF FOURTH 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 JANUARY13, 2026
REQUEST: Approval of Fourth 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 January 13, 2026.
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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.
On December 1, 2025, Council held a special meeting to approve the Third Amendment, extending the Inspection Period to December 9th. The Third Amendment was intended to provide time to complete the substantive revisions to the PSA, which include both the treatment of the Reservoir parcel and the adjustment of the acreage between the School and Related Ross. However, due to some of the engineering and utility discussions that are ongoing, we have not yet completed the substantive revisions to the PSA. This Fourth Amendment therefore seeks to extend the Inspection Period until after Council’s first meeting in January. Staff will bring back the substantive revisions in a Fifth Amendment.
As with the previous extensions of the Inspection Period, the additional extension of 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 Fourth 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 January 13, 2026.