HomeMy WebLinkAbout2007-09• Qrdinance 2007-09
Approving Sale of Hogan's Dam
• Adopted: May 1, 2007
Effective: May 1, 2007
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TOWN OF PULASKI, VIRGINIA
ORDINANCE 2007-09
APPROVING SALE OF HOGAN'S DAM
WHEREAS, the Town Council of the Town of Pulaski, Virginia has met and
determined that it is in the best interest of the citizens and consistent with the health,
safety and general welfare to sell the Hogan's Dam Property to Thornspring, LLC; and
NOW, THEREFORE, be it ORDAINED by the Council of the Town of Pulaski,
Virginia, that the Council of the Town of Pulaski, Virginia does hereby authorize the sale
of the property known as Hogan's Dam under the terms and conditions contained in the
Contract of Sale attached hereto as Exhibit "A" and made a part hereof and further that
the Town Manager of the Town of Pulaski is authorized to execute same.
This ordinance is effective upon adoption and is hereby adopted this lst day of
May, 2007, by the duly recorded vote of the Town Council of the Town of Pulaski, as
follows:
• Jeffrey S. Worrell
Dan Talbert, Jr.
Lane R. Penn
- Aye Joel B. Burchett, Jr. - No
- Aye David L. Clark -Aye
- Aye Larry Clevinger, II -Aye
Town of Pulaski, Virginia
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By: ~~
'ar es de, Mayor
ATTESTED:
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Patricia Cruise, Clerk of Counci
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EXHIBIT A
REAL ESTATE CONTRACT OF PURCHASE
This CONTRACT OF PURCHASE made as of the 4~h day of May, 2007, between the TOWN
OF PULASKI, VIRIGNIA, whose address is P. O. Box 660, Pulaski, Virginia 24301 (the
"Seller") and THORNSPRING GROUP, LLC, whose address is P. O. Box 709, Riner, VA
24149, (the "Purchaser"), provides as follows:
1. REAL PROPERTY: That for and in consideration of the mutual promises herein made
and the sum of $100.00 paid by Purchaser to Seller and other good and valuable consideration
acknowledged to have been received by the parties, Purchaser agrees to buy and Seller agrees to
sell the land, and all improvements hereon located in the County of Pulaski, Virginia and
described as all of those certain tracts or parcels as follows, to wit:
PARCEL NO. 1: BEGINNING at a stake on the Old Pepper's Ferry Road due south
from an apple tree, which stands in the cleared space known as the "Mollie Meyers lot"; thence
in a eastern direction 700 feet along the north side of the Pepper's Ferry Road fronting 700 feet
on the said Pepper's Ferry Road, and thence extending between parallel lines with said frontage
of 700 feet as aforesaid, a sufficient distance to make ten acres, and being the same property
conveyed to the said Town of Pulaski by deed dated the 21 S` day of April, 1909, and of record in
the Clerk's Office of Pulaski County, Virginia in Deed Book 28 Page 200.
PARCEL N0.2: BEGINNING at a point in the Old Peppers Ferry Road on the
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Eastern divide of Water Shed Survey, said point being in line of Pulaski Iron Company's
property, thence leaving said road and following dividing ridge, N. 14° 20' W 376.5 feet, thence
N. 48° 30' W. 1150 feet, thence N. 16° 30' W. 606 feet to top of Little Mountain, thence
,°
following along same, S. 77° OS' W. 293.5 feet thence S. 67° 35' W. 292 feet, thence S. 85° 00'
W. 200 feet, thence S. 68° 45' W. 458 feet, thence S. 75° 45' W. 304 feet thence S. 78° 25' W.
430 feet, thence N. 88° 40' W. 322 feet, thence S. 81° 00' W. 375 feet, thence N. 78° 45' W. 344
feet, thence N. 80° 40' W. 301 feet, thence N. 86° 45' W. 294 feet, thence S. 50° 30' W. 275
feet, thence N. 43° 55' W. 600 feet, to Hogans Branch, thence, up Hogans Branch, binding
thereto, S. 13° 20' E. 180 feet, thence S. 25° 30' E. 200 feet, thence S. 37° 10' E. 250 feet to
point near dam site, thence S. 38° 50' E. 500 feet, thence S. 23° 10' E. 272 feet to Black Oak
near forks of branch and North side of Old Peppers Ferry Road, said point being a corner to J. C.
Wysor and Pulaski Iron Company's lands, thence, up Old Peppers Ferry Road as it meanders S.
68° 30' E. 194 feet, thence S. 62° 30' E. 229 feet, thence N. 78° E. 54 feet, thence S. 65° 45' E.
271 feet, thence S. 55°^45' E. 189, thence S. 83° 30° E. 192 feet, thence S. 58° 30' E. 168 feet,
thence S. 75° 30' E. 409 feet, thence N. 89° E. 201 feet, thence S; 70° E. 201 feet, thence N. 70°
30' 150 feet, thence S. 50° 45' E. 222 feet, thence N. 75° E. 907 feet, thence N. 82° 30' E. 155
feet, thence S. 89° 15' E. 229 feet, thence N. 87° 15' E. 517 feet, thence N. 83° 30' E. 342 feet to
BEGINNING, and containing One Hundred and Twenty One and Thirty-Six One Hundredths
acres (121.36) by survey made by G. H. Derrick in the year 1908, a plat of which tract of land is
hereto attached as a part of this deed, with also a plat ofright-of--way heretofore conveyed, and
being the same property conveyed to the said Town of Pulaski by deed dated the 19`t' day of
June, 1909, and of record in the Clerk's Office of Pulaski County, Virginia in Deed Book 28
Page 323.
PARCEL N0.3: BEGINNING at a point in the Old Peppers Ferry Road on the
eastern dividing ridge of the water shed survey of the Town of Pulaski, said point being in line of
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L. S. Calfee's land, and thence leaving said road and following the eastern boundary of said
water shed to the top of Draper's Mountain along the following courses and distances, to-wit:
South twenty-seven degrees, twenty-five minutes, (27° 25') East four hundred and thirty-
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nine feet, thence South sixty-five degrees, fifty minutes (65° 50') East one hundred and thirty
five and five-tenths (135.5) feet, thence South fifty-four degrees, five minutes (54° OS') East five
hundred and seventy-nine (579) feet, thence South thirty-eight degrees, thirty-five minutes (38°
35') East three hundred and eight (308) feet, thence South fourteen degrees, twenty minutes, (14°
20'), East Three hundred and forty-four feet (344), thence South twenty-nine degrees, forty-five
minutes (29° 45') East, five hundred and sixty-five (565) feet, thence South twenty-five degrees,
five minutes (25° 5') East two hundred and twenty (220) feet, thence along the top of said
mountain as follows: South sixty-four degrees (64°) West four hundred and ten feet, thence
South sixty-five degrees forty-five minutes, (65° 45') West three hundred and forty (340) feet,
thence South seventy-four degrees, thirty minutes (74° 30') West four hundred and fifty (450)
feet, thence South fifty-four degrees, thirty minutes (54° 30') West five hundred and ninety
(590) feet, thence South seventy three degrees twenty-five minutes (73° 25') West four hundred
and twenty-one (421) feet, thence South sixty-five (65) degrees, West eleven hundred and fifty-
five (1155) feet, thence South sixty-eight degrees, thirty minutes, (68° 30') West four hundred
and fifty-seven (457) feet, thence South fifty-five degrees, thirty minutes (55° 30') West, two
hundred and eight (208) feet, thence South sixty-five degrees, forty minutes (65° 40') West three
hundred and seventy-two (372) feet, thence South sixty degrees, (60°) West seven hundred and
forty-eight (748) feet, thence South seventy-three degrees, forty-five minutes, (73° 45') West one
hundred and seventy-four (174) feet, thence South sixty-three degrees, thirty minutes, (63° 30')
West four hundred and thirteen (413) feet, South fifty-nine degrees (59°) West three hundred and
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two (302) feet, thence South fifty-three degrees, thirty minutes (53° 30') West two hundred and
forty (240) feet, thence South seventy-four degrees, fifteen minutes, (74° 15') West three
hundred and thirty-one (331) feet, thence South sixty-seven degrees, thirty minutes, (67° 30')
West two hundred and twenty-three feet to Black Oak near large rock cliff, being corner in
Clayton Survey, thence, leaving top of mountain north two degrees, forty minutes (2° 40') East
fifty-four hundred (5400) feet to a white oak at forks of Hogan's Branch, and on north side of
Old Peppers Ferry Road, being a corner also of L. S. Calfee and J. C. Wysor tracts, thence up
said road as it meanders, South sixty-eight degrees, thirty minutes (68° 30') East, one hundred
and ninety four (194) feet, thence South sixty-two degrees, thirty minutes (62° 30') East two
hundred and twenty-nine (229) feet, thence North seventy-eight degrees, (78°) East fifty-four
(54) feet, South sixty-five degrees, forty-five minutes, (65° 45') East two hundred and seventy-
one (271) feet, thence South fifty-five degrees, forty-five minutes (55° 45') East one hundred and
eighty-nine (189) feet, thence South eighty-three degrees, thirty minutes (83° 30') East one
hundred and ninety-two (192) feet, thence South fifty-eight degrees, thirty minutes (58° 30') East
one hundred and sixty-eight (168) feet, thence South seventy-five degrees, thirty minutes (75°
30') East four hundred and nine (409) feet, thence North eighty-nine degrees (89°) East two
hundred and one (201) feet, thence South seventy degrees (70°) East two hundred and one (201)
feet, thence North seventy degrees, thirty minutes (70° 30') East one hundred and fifty (150)
feet, thence South fifty degrees, forty-five minutes, (50° 45') East two hundred and twenty-two
(222) feet, thence North seventy-five degrees (75°) East nine hundred and seven (907) feet,
thence North eighty-two degrees, thirty minutes, (82° 30') East one hundred and fifty-five (155)
feet, thence South eighty-nine degrees, fifteen minutes, (89° 15') East two hundred and twenty-
nine (229) feet, thence North eighty-seven degrees, fifteen minutes (87° 15') East five hundred
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and seventeen (517) feet, thence North eighty-three degrees, thirty minutes (83° 30') East three
hundred and forty two (342) feet to the BEGINNING, and containing four hundred and forty-
three and four-one-hundredths (443.04) by survey recently made by G. H. Derrick in the year
1909, said lands being set forth in the plat hereto attached and being the same property conveyed
to the said Town of Pulaski by deed dated the 21 S` day of July, 1909, and of record in the Clerk's
Office of Pulaski County, Virginia in Deed Book 28 Page 473.
PARCEL N0.4: BEGINNING at White Oak on Old Peppers Ferry Road near forks
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of Hogan Branch, being also a corner to L. S. Calfee and Pulaski Iron Company's lands, and
following down Hogan's Branch as it meanders, North twenty-three degrees (23°), ten (10)
minutes West two hundred seventy-two (272) feet, thence and North thirty-eight degrees and
fifty minutes, (38° 50') West, five hundred (500) feet to a point near dam site; thence leaving
Branch and following the Water Shed divide, South fifty degrees and thirty minutes (50° 30')
West, six hundred and thirty five (635) feet to top of ridge and along ridge, thence south eighty-
three degrees ten minutes (83° 10') West, three hundred and eighty-six (386) feet, thence South
sixty degrees, fifty minutes (60° 50') West two hundred and seventy-seven feet (277), thence
South eighty-eight degrees (88°) West two hundred and eight feet, thence South fifty-seven
degrees, forty minutes (57° 40') West, two hundred and thirty-five (235) feet, thence due West
three hundred and seven (307) feet, thence South sixty-seven degrees, thirty minutes (67° 30')
West two hundred and sixty-four (264) feet, thence South eighty-nine degrees, thirty-five
minutes (89° 35') West two hundred and ninety-nine and five-tenth (299.5) feet, thence South
sixty-eight degrees, fifty minutes (68° 50') West three hundred and sixteen (316) feet, thence
South eighty-five degrees, fifty minutes (85° 50') West, two hundred and fifty-four (254) feet,
thence South seventy-one degrees, thirty minutes (71° 30') West nine hundred and three (903)
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feet, thence South sixty-five degrees, forty minutes (65° 40') West three hundred and forty-six
feet (346), thence South sixty-two degrees (62°) West two hundred and fifty-four (254) feet,
thence South seventy-six degrees, twenty minutes (76° 20') West one hundred and eighty-four
(184) feet, thence South fifty-six degrees, thirty-five minutes (56° 35') West, four hundred and
twenty-eight (428) feet, thence South sixty-three degrees, twenty minutes (63° 20') West seven
hundred and fifty (750) feet to the top of Drapers Mountain, thence following the top of said
mountain in an easterly direction, the following courses and distances: North fifty-eight degrees,
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thirty-five minutes (58° 35') East one hundred and ninety-eight (198) feet, thence North seventy-
three degrees, thirty minutes (73° 30') East two hundred and sixty-two and six-tenths (262-6/10)
feet, thence North seventy-eight degrees, forty-five minutes (78° 45') East two hundred and
fifty-three (253) feet, thence North seventy-eight degrees, thirty minutes (78° 30') East one
hundred and sixty-four (164) feet, thence North sixty degrees, fifty minutes (60° 50') East two
hundred and ninety-two and five-tenths (292.5) feet, thence North fifty-six degrees, thirty-five
minutes (56° 35') East three hundred and five (305) feet, thence North sixty-seven degrees,
forty five minutes (67° 45') East four hundred and fifty (450) feet, thence North fifty-nine
degrees, fifteen minutes (59° 15') East three hundred and thirty-seven and three-tenths (337.3}
feet, thence North sixty-eight degrees, thirty-five minutes (68° 35'), thence North fifty-six
degrees, thirty-five minutes (56° 35'), three hundred five minutes (305'), thence North sixty-
eight degrees, thirty-fve minutes (68° 35') East two hundred and fifty-two (252) feet, thence
North fifty-eight degrees, thirty minutes (58° 30') East one hundred and forty-eight (148) feet,
thence North forty-nine (49) degrees, forty-five minutes (45') East two hundred and forty-three
and six-tenths (243.6) feet, thence North sixty-four degrees, thirty minutes (64° 30') East one
hundred and eighty (180) feet, thence North seventy-two degrees, fifteen minutes (72° 15') East
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two hundred and eleven (211) feet, thence North sixty-six degrees, forty-five minutes (66° 45')
East one hundred and ninety-four (194) feet, thence North eighty degrees, ten minutes (80° 10')
East one hundred and sixty-eight (168) feet, thence North sixty-two degrees, thirty minutes (62°
30') East two hundred and seventy-seven and five-tenths (277.5) feet, thence North seventy-six
degrees, fifteen minutes (76° 15'}East three hundred and eighty-five (385) feet, thence North
fifty-seven degrees, forty minutes (57° 40') East four hundred and seventeen (417) feet, thence
North seventy degrees, thirty-five minutes (70° 35'}East three hundred and fifty-one (351) feet,
thence North sixty degrees, fifteen minutes (60° 15') East two hundred (200) feet, thence North
sixty-eight degrees, twenty minutes (68° 20') East two hundred and thirty-five (235) feet, thence
North forty-six degrees, forty-five minutes (46° 45'}East two hundred and thirty-one and six-
tenths (231.6) feet, thence North sixty-eight degrees, twenty minutes (68° 20') East three
hundred and forty (340) feet, thence North seventy-three degrees,, zero minutes (73° 00') East
one hundred and fifty-nine (159) feet, thence North eighty degrees and five minutes (80° OS')
East two hundred and seventy-nine (279) feet, thence North sixty-six degrees, twenty-five
minutes (66° 25') East three hundred and eighty-three (383) feet, thence North sixty-nine
degrees, zero minutes (69° 00') East four hundred and fifty-eight and five-tenths (458.5} feet,
thence North fifty-eight degrees, forty-five minutes (58° 45') East three hundred and twenty-
seven (327) feet, thence North seventy-eight degrees, thirty minutes (78° 30') East two hundred
and eighty-nine (289) feet, thence North sixty-four degrees, forty-five minutes (64° 45') East two
hundred and forty-nine (249) feet, to a black oak near large rock ledge, corner to Pulaski Iron
Company, Clayton Property and with Clayton line, thence North two degrees forty minutes (2°
40') East fifty-four hundred (5400) feet to BEGINNING. This survey, according to the Water
Shed map, dated August 12, 1908, contained One thousand, one hundred and sixty-seven and
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forty-eight one-hundredths (1167.48) acres, as shown by the plat hereto attached, but including
in the area herein described the following tracts of land previously sold and contracted by the
said J. C. Wysor and Jenny May Wysor, his wife, and others, to the Town of Pulaski, by the
following deeds, to-wit: Fourteen and sixty-two one-hundredths (14.62) acres of land embraced
in said map was conveyed to said town by Mollie E. Bibbs, and husband in a thirty acre tract of
land embraced in deed dated the 21S` day of April, 1909, and recorded in the Clerk's Office of
Pulaski County, Virginia, in Deed Book No. 28, Page 201, and also the following entire tract,
namely, tract of fifteen acres conveyed to the said town by Sarah Shelton and husband by deed
dated the 20`h day of April, 1909, and of record in said deed book on page 195, also twenty-eight
and one-half acres of land conveyed to the said town by deed from Rebecca A. Webb, and
husband, and J. C. Wysor and wife, by deed bearing date the 17`h day of April, 1909, and of
record in said deed book on page 197, also sixteen and sixty-nine one hundredths acres of land
conveyed by J. R. Roseberry and wife and J. C. Wysor, by deed dated the 20`h day of April,
1909, and of record in said deed book on page 198, and also 294 acres of land conveyed to the
said town by F. C. Davis and wife and the said J. C. Wysor, and wife by deed bearing date the
15th day of May, 1909, and of record in said deed book on page 373, making a total acreage
conveyed directly to said town by said J. C. Wysor and wife of seven hundred and ninety-eight
and sixty-seven one hundredths acres, and the acreage embraced in the above description which
had been previously conveyed to the Town of Pulaski amount to (368.81) three hundred and
sixty-eight and eighty-one hundredths acres. Parties of the first part also reserve and except from
the effects of this conveyance all minerals, mining rights and reservations reserved in a deed
from Ro. L. Gardner, Trustee, to J. C. Wysor, dated August 9, 1902, and of record in the Clerk's
Office of Pulaski County, Virginia, in Deed Book No. 22, Page 72, etc.,
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And for the same consideration the parties of the first part do hereby bargain, sell, grant
and convey unto the said Town of Pulaski, its successors and assigns, forever, the perpetual right
to construct and maintain a pipe line through and under an on the land owned by the parties of
the first part, and adjoining the land hereinbefore conveyed and the lands of L. S. Calfee, said
pipe line to be built along or near the route described and set-forth in a certain map designated
"map showing right-of--way for pipe line from storage dam to Pulaski", hereto attached said pipe
line extending through said lands from station fifteen on said map to station fifty, together with
rights of ingress and egress to construct and forever keep said pipe line in repair, it being
contemplated by this conveyance that the party of the second part and its assigns shall have the
perpetual right to enter upon said land along said right-of--way and do any and all things
necessary to construct and maintain said pipe line, and for the same consideration the parties of
the first part do further grant unto the party of the second part, the right to construct and maintain
a roadway for wagons and other vehicles through said lands in the same general direction with or
near said pipe line on the most practical grade, said roadway to be built up Hogans Branch,
alternating as the grade demands, to and from the lands of the said L. S. Calfee and J. C. Wysor,
and the assigns of each of them, to have the right to use said road, if constructed, but shall not be
required to aid in maintaining or constructing same. And being the same property conveyed to
the said Town of Pulaski by deed dated the 21 S` day of July, 1909, and of record in the Clerk's
Office of Pulaski County, Virginia in Deed Book 28 Page 375.
PARCEL 5: Beginning at a stake at the branch on the line of Ella M. Calfee's heirs and
a corner to the land of Sazah Shelton, and with said Shelton's line south 10° West 12 poles (198
feet) to a stake in the branch thence south 20° 30' West 18 poles (297 feet) to a stake at the
Pepper's Ferry Road, and thence with said road south 26° 30' west 21 poles (346.5 feet) to a
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stake at the road; thence leaving said road and running north 28° 30' West 133 poles (2,194.5
feet) to a stake and hickory sapling on a hillside; thence north 71 ° 30' East 50 poles (825 feet) to
a chestnut at branch; thence with the meanderings of the branch, the branch being the line, the
following courses and distances south 25° 30' West 6 poles (99 feet) south 3° 30' East 17 poles
(280.5 feet) and six links (47.52 inches) South 12° 30' East 15 poles (247.5 feet) South 25° 45'
East 2 poles (214.5 feet), south 38° 15' East 14 poles (231 feet) and 16 links (126.72 inches),
south 53° East 15 poles (247.5 feet) and 20 links (158.4 inches), south 10° 45' West 15 poles
(247.5 feet) south 30° 45' east 2 poles (33 feet) to the Beginning, and containing thirty acres
more or less, and being the same property conveyed to the said Mollie E. Gibbs by J. C. Wysor
and wife, by deed dated the 25th day of September, 1907 and of record in the Clerk's Office of
Pulaski County, Virginia, in deed book No. 26, page 411, etc., but reserving and excepting from
the effects of this conveyance all minerals, mining rights, stone, oils and all such other rights and
reservations as did not pass to the said J. C. Wysor by his deed of conveyance from Ro. L.
Gardner, Trustee, dated the 9th day of August, 1902, and recorded in Pulaski County Clerk's
Office in deed book No. 22, page 72, etc., to which reference is here made and also to the
original deed of trust therein referred to and being the same property conveyed to the said Town
of Pulaski by deed dated the 21St day of April, 1909, and of record in the Clerk's Office of
Pulaski County, Virginia in Deed Book 28 Page 201.
Conversion of poles and links to feet and inches were supplied by calculations provided by the
Town of Pulaski Engineering Department.
SUBJECT, HOWEVER, to the following duties of Purchaser which shall survive the Deed
reserving the right of the Town of Pulaski to the water on said property and same shall be
maintained to continue to flow into the existing and future replacement pipes provided by the
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Town of Pulaski from the valve at the base of the dam at the north side and the Town of Pulaski
shall hereby have and possess a license to maintain, replace and/or repair with such necessary
easement satisfactory for the accomplishment of same and further the water level in the lake on
the herein described property shall not be caused or allowed by Purchaser except in natural dry
or draught conditions to fall below 2' under the level of the lake existing after the spillway has
been fully repaired in accordance with this agreement and with all regulations laws and/or
ordinances governing its repair unless authorized by agencies having jurisdiction over said
spillway so as to not endanger the Town of Pulaski's water supply:
A. Purchaser agrees to explore fully the possibility ofmulti-family residences and/or
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condominiums along the ridge/mountain flats and putting the ridge lines into a land trust or a
national conservancy to protect the aesthetics of the ridge views from surrounding areas; and
B. Purchaser agrees to develop green areas in accordance with the ordinances of the
County of Pulaski and subject to the approval of the County of Pulaski; and
C. Purchaser agrees to develop trails accessible to all property Owners of the
property described herein and where possible and practical Purchaser will use best efforts to
make some trails and recreation available to the public of the Town and County of Pulaski,
Virginia and to make a good faith attempt to establish a link between said trails and the National
Forest and Gatewood Dam and Recreation area owned by the Town of Pulaski; and
D. Purchaser agrees that Hogan's Dam be timely and fully repaired at the sole
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expense of Purchaser and in accordance with all Federal, State and Local laws and ordinances
and fully assume the current Operation and Maintenance Certificate and/or permit for Hogan's
Dam issued by the Department of Virginia Conservation and Recreation. Time is of the essence;
and
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E. Purchaser agrees to maintain the existing right-of--way through Valley Road to
access downtown Pulaski by residents and to improve the right-of--way if feasible and practical
and Purchaser further agrees to make a reasonable and good faith effort to establish a Case Knife
Road route for the purpose of ingress and egress to the subject property by the public and any
and all residents of the future developments of the herein described property to permit access to
the Town of Pulaski; and
F. Purchaser shall consult with and keep the Town of Pulaski updated as to all
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requirements and/or obligations on a timely basis and to make the "best use" of the property
being transferred under this agreement. Seller shall have the absolute right to inspect progress of
any and all Purchaser requirements and obligations in this agreement and all requirements
continued or contained in any subsequent deed by Seller to Purchaser.
G. Purchaser shall develop property so as to mitigate any adverse effect on the water
quality of the lake at Hogan's Dam including any and all Federal, State and Local laws,
regulations and/or ordinances.
H. Any future timbering shall be under Best Management Practice (BMP) as
established by the Virginia Department of Forestry. The BMP shall be supplied to the Town of
Pulaski as approved by the Virginia Department of Forestry. It is mutually agreed that there
shall be no commercial logging on any of the property conveyed herein and this provision shall
survive this contract and be contained in the deed.
I. Purchaser shall grant the Town of Pulaski and/or any regulatory agency the right
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to conduct inspection with respect to any aspect of this agreement, including but not limited to
shore line inspections of the lake at the Hogan's Dam property.
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2. PURCHASE PRICE: The Purchase Price of the Property is Four Hundred
Thousand DOLLARS ($400,000.00} which shall be paid to Seller by Purchaser at settlement
subject to the standard prorations. The Purchaser shall be and hereby is as part of the purchase
price solely obligated to repair and maintain the dam and spillway in accordance with the statues,
rules and regulations of the State, Local and Federal laws and agencies having jurisdiction over
such dams, water and spillways. The Town of Pulaski shall have no responsibility for same and
Purchaser hereby agrees to save and hold harmless and completely indemnify the Town of
Pulaski from any and all expenses and costs including any attorney's fees incurred as a result of
the failure of the Purchaser to fulfill its obligations under this provision and this contract. Should
for any reason Purchaser fail to meet this obligation then the Town of Pulaski shall have the
immediate right upon 24 hours notice if any emergency exists and 30 days notice if no
emergency exists to curve the failure and/or defect and the Purchaser shall be responsible for all
costs, expenses and damages incurred by the Town of Pulaski including reasonable attorney's
fees required to advise and/or prosecute any remedy available to the Town of Pulaski.
3. SETTLEMENT/POSSESSION: Settlement shall be made at the office of the Town
of Pulaski Economic Development or as the parties may agree on or before June 4, 2007 or as
soon as settlement and/or closing papers may be prepared. Possession of the Property shall be
given at settlement, unless otherwise agreed in writing by the parties.
4. EXPENSE PROPRATIONS: Seller agrees to pay the expense of preparing the
deed and the recordation tax applicable to grantors. Except as otherwise agreed herein, all other
expenses incurred by Purchaser in connection with this purchase, including without limitations
titled examination, insurance premiums, survey costs, recording costs and the fees of Purchaser's
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attorney, shall be borne by the Purchaser. All assessments, interest, rent, escrow deposits, and
other ownership fees, if any, shall be prorated as of the date of settlement.
5. TITLE: At settlement Seller shall convey the Property to Purchaser by a general
warranty deed, containing English covenants of title, free of all encumbrances, tenancies and
liens (for taxes or otherwise), but subject to utility easements of record which do not affect the
use of the Property or render the title unmarketable. If the examination reveals a title defect of a
character than can be remedied by legal action or otherwise within a reasonable time, Seller, at
its expense, shall promptly take such action as is necessary to cure such defect. If the defect is
not cured within sixty (60) days after Seller received notice of the defect then either party may
terminate this Contract at the expiration of such sixty (60) day period and the Deposit shall be
refunded to Purchaser. Upon the making of such refund, this Contract shall be terminated, and
no party shall have any claim against the other by reason of this Contract. The parties agree that
the settlement date prescribed in Paragraph 4 of the Contract shall be extended if necessary to
enable Seller to cure any title defect, but not for more than sixty (60) days.
6. RISK OF LOSS: All risk of loss or damage to the Property by fire, windstorm,
casualty, or other cause is assumed by Seller until settlement. In the event of substantial loss or
damage to the Property before settlement, Purchaser shall have the option of either (i)
terminating this Contract and recovering the Deposit, or (ii) affirming this Contract, in which
event Seller shall assign to Purchaser all of Seller's rights under any policy or policies of
Insurance applicable to the Property.
7. PROPERTY CONDITION AND INSPECTION: Purchaser agrees to accept the
Property "as is" at settlement in its present physical condition, except as otherwise provided
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• herein. Seller grants Purchaser or his representative the right to make a preoccupancy or
presettlement inspection to verify that the condition of the Property conforms to this Contract.
8. DEFAULT: If either Seller or Purchaser defaults under this Contract, the defaulting
party, in addition to all other remedies available at law or in equity, shall be liable for any
damages and all expenses incurred by the non-defaulting party including reasonable attorney's
fees and costs, if any.
9. ATTORNEY'S FEES, MEDIATION AND ARBITRATION: Mediation shall be
entered into by the parties in an attempt to settle any disputes under this agreement. If mediation
is unsuccessful, then the parties agree to binding arbitration to be held in Pulaski, Virginia. The
costs of such arbitration shall be borne by the non prevailing party. If an arbitrator and/or
mediator cannot be agreed upon by the parties, then the parties agree that the Circuit Court of the
. County of Pulaski shall select the arbitrator and/or mediator.
10. NOTICE: Notices under this Agreement must be in writing and will be effective on
the date of actual receipt by certified mail, hand delivery or fax, or when the attempted initial
delivery is refused or cannot be made because of a change of address for notice by giving notice
to the other party. The parties' addresses are listed by their signatures to this Agreement.
11. MISCELLANEOUS: This contract represents the entire agreement between
Seller and Purchaser and may not be modified or changed except by written instrument executed
by the parties. This Contract shall be construed, interpreted, and applied according to the laws of
the Conunonwealth of Virginia and shall be binding upon and shall inure to the benefit of the
heirs, personal representative, successors, and assigns of the parties. To the extent of any
handwritten or typewritten terms herein conflict with, or are inconsistent with the printed terms
hereof, the handwritten or typewritten terms shall control. THE REPRESENTATIONS AND
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IS
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WARRANTIES MADE BY SELLER AND PURCHASER HEREIN AND ALL OTHER
PROVISIONS OF THE CONTRACT UNLESS EXPRESSLY STATED HEREIN TO THE
CONTRARY SHALL BE DEEMED MERGED INTO THE DEED DELIVERED AT
SETTLEMENT AND SHALL NOT SURVIVE SETTLEMENT, WHICH SHALL SURVIVE
THE DEED, WHEN FULLY EXECUTED.
12. Each Party hereto represents and warrants that it has the authority to enter into this
transaction and all necessary documents and/or actions required for same have been fully
I executed.
Witness the following duly authorized signatures and seals:
Stanley W
Address:
,ya~of~. C~,.~.w....~ ~ `'~ ~ ~ (SEAL)
Moran, Operating Manager for Thornspring Group, LLC
Thornspring Group, LLC
P. O. Box 709
Riner, VA 24149
~_(SEAL)
.~HawJre,'y, Town Manager
ss: < Town of Pulaski, irgini
P. O. Box 660
Pulaski, VA 24301
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C
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COMMONWEALTH OF VIRGINIA
COUNTY OF PULASKI, to-wit:
The foregoing instrument was acknowledged before me this 4~' day of May, 2007 by John J.
Hawley, Town Manager, a duly authorized agent of the Town of Pulaski, Virginia, acting in its
name and on its behalf.
Notary Public
My commission expires: ~~ a~~~
COMMONWEALTH OF VIRGINIA
COUNTY OF PULASKI, to-wit:
The foregoing instrument was acknowledged before me this 4`h day of May 2007 by Stanley
Wayne Moran, Operating Manager for Thomspring Group, LLC, acting in its name and on its
I behalf.
~~,~C~L~L Q.11.•1.:~ ~~ (~ZI--C
Notary Public
My commission expires: fir[ 1/nR. 3Q, aO l fl
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I, Patricia Cruise, Clerk of Council, certify that the forgoing Ordinance
2007-9 Approving Sale of Hogan's Dam is a true and correct copy as
adopted by the Pulaski Town Council at their regular meeting on May 1,
2007.
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Patricia Cruise, Clerk of Council
TC/c/ordinanc~/certification 2007-9
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