HomeMy WebLinkAbout2007-22Ordinance 2007-22
Amending The Approval Of The Contract Of Sale
For The Sale Of'The Hogan's Dam Property
ADOPTED: August 7, 2007
EFFECTIVE: August 7, 2007
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TOWN OF PULASHI, VIRGINIA
ORDINANCE 2007-22
AMENDING THE APPROVAL OF THE CONTRACT OF SALE
FOR THE SALE OF THE HOGAN'S DAM PROPERTY
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 amend the Contract of Sale attached hereto as Exhibit "A"
to Ordinance 2007-09 to sell the Hogan's Dam Property to Thornspring Group, LLC; and
NOW, THEREFORE, be it ORDAINED by the Council of the Town of Pulaski,
Virginia, that the Town 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 as Exhibit "A" which is incorporated herein by reference
and made a part hereof and further that the Town Manager of the Town of Pulaski is
authorized to execute same and to approve and execute any further documentation,
including but not limited to a deed reflecting the property recited in the title search,
required to effectuate the sale.
This ordinance is effective upon adoption and is hereby adopted this 7th day of
August, 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. -Aye
- Aye David L. Clark -Aye
- Aye Larry Clevinger, II -Aye
Town of Pulaski, Virginia
.i
By:
arles L. ade, Mayor
ATTESTED:
c.
Patricia Cruise, Clerk of Council
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This conveyance is exempt from grantor's recording tax pursuant to Virginia Code §58.1-811.C.4.
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This Deed is made this August ~, 2007, by and between the TOWN OF PULASKI,
VIRGINIA, a municipal corporation, herein called Grantor or Town; and THE THORNSPRING
GROUP, L.L.C., a Virginia limited liability company, herein called Grantee.
WITNESSETH
For and in consideration of the cash sum of $400,000.00, and other good and valuable
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consideration, the receipt of all of which Grantor acknowledges, Grantor hereby bargains, sells,
grants, and conveys, with General Warranty and English covenants of title, to Grantee all of that
certain tract of land and impounded water, believed to contain a total of 1,750.17 to 1,773.38
contiguous acres, more or less, commonly known as the "Hogan's Dam property," located in the
Draper Magisterial District of Pulaski County, Virginia, currently bearing tax map # 89-1-1, and
being all or the vast majority of the same properties conveyed to Grantor by, and fully described
in, the following deeds:
1. Deed dated Apri120, 1909, recorded in the Pulaski County Circuit Court Clerk's Office
in Deed Book 28, page 195, from William & Sarah Shelton, conveying 15 acres;
2. Deed dated April 17, 1909, recorded in said Clerk's Office in Deed Book 28, page 197,
from Darnel & Rebecca Webb and J. C. & Jennie Wysor, conveying 28.5 acres;
3. Deed dated Apri120, 1909, recorded in said Clerk's Office in Deed Book 28, page 198,
from J. R. & Cynthia Roseberry and J. C. & Jennie Wysor, conveying 16.69 acres;
4. Deed dated April 21, 1909, recorded in said Clerk's Office in Deed Book 28, page 200,
from James & Sadie Draper, conveying 10 acres;
5. Deed dated Apri121, 1909, recorded in said Clerk's Office in Deed Book 28, page 201,
from Mollie & J. H. Gibbs, conveying 30 acres;
6. Deed dated June 19, 1909, recorded in said Clerk's Office in Deed Book 28, page 323,
from L. S. Calfee, conveying 121.36 acres;
7. Deed dated May 15, 1909, recorded in said Clerk's Office in Deed Book 28, page 373,
• I I from F. C & F. D. Davis and J. C. & Jennie Wysor, conveying 294 acres;
8. Deed dated July 21, 1909, recorded in said Clerk's Office in Deed Book 28, page 375,
from J. C. & Jennie Wysor, conveying 798.61 acres;
9. Deed dated July 21, 1909, recorded in said Clerk's Office in Deed Book 28, page 473,
from Pulaski Iron Company, conveying 443.04 acres; and
10. Deed Dated May 10, 1910, recorded in said Clerk's Office in Deed Book 29, page 306,
from J. R. & Cynthia Roseberry, conveying 1.5 acres.
It is the intent of the Grantor by this deed to grant and convey to Grantee, and Grantor
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hereby does so, all lands, both above- and under-water, and the existing dam itself, owned by
I Grantor comprising the entire portion of the Hogan's Dam property located west of the current
I location of U. S. Route 11, whether or not acquired by Grantor by any of the above-referenced
I deeds. Most, possibly all, of such lands are believed to be depicted on a survey plat captioned,
"Hogan's Branch Watershed," dated August 12, 1908, and this conveyance includes a parcel of
land (acreage not stated), also shown on that plat, located immediately below (to the north of) the
dam, which parcel of land is circled on the attached excerpt of that 1908 plat. However, if any of
the land described in any of the 10 deeds referred to above or shown on the aforesaid survey plat
is located east of the current location of U. S. Route 11, then such land is not included in this
conveyance and is retained by Grantor.
This conveyance includes the mineral rights pertaining to the lands (1,167.48f acres
total) conveyed to Grantor by J. C. Wysor, as those rights were conveyed to Grantor by deed
dated May 5, 1917, recorded in said Clerk's Office in Deed Book 38, page 525. Grantor further
releases (pursuant to Virginia Code §55-75) any and all mineral rights pertaining to the other
lands encompassed within the Hogan's Dam property as herein conveyed, if such mineral rights
have been acquired by Grantor at any time.
This conveyance includes the use and benefit of all access easements appurtenant to the
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Hogan's Dam property, whether granted to the Town in any of the foregoing 10 deeds or prior or
subsequent to those grants. However, due to its water right reservation addressed below, the
Town reserves the use of easements for water-/pipe-lines from the Hogan's Dam property, and
the Town remains solely responsible for the operation, use, maintenance, repair, and replacement
of .,all pipes, pipelines, valves, and other water conveyance apparatus and structures used in
connection with such water reservation, and the Town reserves a right of entry as necessary and
only onto the affected portion(s) of the property herein conveyed to operate, use, maintain,
repair, and/or replace such pipes and water conveyance apparatus.
The provisions of Exhibits A and B hereto, the "Real Estate Contract of Purchase"
between Grantor (as Seller) and Grantee (as Purchaser), dated as of August 7, 200? and
amending the prior, similar contract between the parties dated May 4, 2007 (the provisions of
Exhibit Ahereto -the August 7, 2007 contract amendment -supersede and replace all
conflicting provisions of the May 4, 2007 contract), aze incorporated into this deed by this
reference.
The Town affirmatively represents to Grantee that it has held timely and properly noticed
and conducted public hearings on the disposition of the subject property, in compliance with
Virginia Code §§15.2-1800.B & -1813.
Witness the following signatures of the Manager of the Town of Pulaski on behalf of the
Grantor, who executes this deed pursuant to ordinances of the Pulaski Town Council on May 1,
2007 and August 7, 2007 authorizing him to do so.
TOWN OF PULASKI, VIRGINIA
C
By ~,
John .Hawley, Town ger
COMMONWEALTH OF VIRGINIA
COUNTY OF PULASKI:
This August 9 , 2007, John J. Hawley, Manager of the Town of Pulaski, Virginia,
personally appeared before me and acknowledged the foregoing deed on behalf of said municipal
corporation.
Notary Public
My Commission Expires: ~ '~ ~ ` ~ ~
Registration Number: ~ ~ y ~ ~~
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EXHIBIT A
REAL ESTATE CONTRACT OF PURCHASE
This CONTRACT OF PURCHASE made as of the 9 day of ~~sr , 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:
The following provisions shall survive the Deed and are incorporated herein by reference.
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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
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 or Seller except in
natural dry or drought 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
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
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EXHIBIT A
• 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
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
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
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.
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EXHIBIT A
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
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.
• 1. 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 standazd 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 reasori 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
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EXHIBIT A
. 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.
2. 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 August 15, 2007 or
as soon as settlement and/or closing papers may be prepazed. Possession of the Property shall be
given at settlement, unless otherwise agreed in writing by the parties. Purchaser shall present to
the Town of Pulaski Town Manager a Deed consistent with the Title Search as set forth in
Amended Ordinance 2007-22.
3. 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
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.
4. 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 (fi0) day period and the Deposit shall be
refunded to Purchaser. Upon the making of such refund, :#his Contract shall be terminated, and
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EXHIBIT A
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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.
5. 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.
6. PROPERTY CONDITION AND INSPECTION: Purchaser agrees to accept the
Property "as is" at settlement in its present physical condition, except as otherwise provided
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.
7. 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.
8. 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 parry. 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.
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EXHIBIT B
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9. 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.
10. 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 Commonwealth 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.
11. 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
executed.
Witness the following duly authorized signatures and seals:
Stanley W~yne Moran, Operating Manager for 'Thornspring Group, LLC
Address: Thornspring Group, LLC
P. O. Box 709
Riney, VA 24149
(SEAL)
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EXHIBIT B
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(SEAL)
P. O. Box 660
Pulaski, VA 24301
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COMMONWEALTH OF VIRGINIA
COUNTY OF PULASKI, to-wit:
The foregoing instrument was acknowledged before me this ~ day of /~(..~ uS~ , 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. ~n ~, ~ ~
Y V ~. V V
N tart' blic
My commission expires: ~ `31- 2~ ~
ID: ~ ~p ~ J ~~
COMMONWEALTH OF VIRGINIA
COUNTY OF PULASKI, to-wit:
The foregoing instrument was acknowledged before me this _~ day of (,1 2007
by Stanley Wayne Moran, Operating Manager for Thornspring Group, LLC, acting in its name
and on its behalf.
'~l/1 I~ U.~,~
Notary Publ'
My commission expires: i -J ~ ~ 2a ( i
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Address: Town of Pulaski, Virginia
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Instrument Control Number
Commonwealth of Virginia
Land Record Instruments
Cover Sheet -Form A
T C
A O
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P
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pLS VLR Cover Sheet Agent 1.0.66]
Date of Instrument: [819/07
Instrument Type: [DBS
Number of Parcels [ 1 ]
Number of Pages [ 11 ]
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City ^ County ^x [Pulaski County ] (box for Deed Stamp Only)
First and Second Grantors
Last Name First Name ( Middle Name or Initial Suffix
[Town of Pulaski, Virginia ] [ ] [ ] [ ]
[ ][ ][ ][ ]
First and Second Grantees
Last Name First Name ~ Middle Name or Initial Suffix
[The Thornspring Group, ] [
[ ~ ][
Grantee Address (Name) [The Thornspring Group, LLC ]
• (Address 1) [P.O. Box 709 ]
(City, State, Zip) [River ] [VA ] [24149 J
Consideration [400,000.00 ]Existing Debt [0.00 ] Assumption Balance [0:00 ]
Prior Instr. Recorded at: City ^ County ® [Pulaski County ]Percent. in this Juris. [ 100]
Book [ ] Page [ j Instr. No [ ]
Parcel Identification No (PIN) [ ]
Tax Map Num. (if different than PIN) [89-1-1 ]
Short Property Description ["Hogan's Dam Property" ]
[ ]
Current Property Address (Address 1) [ ]
(Address 2) [ ]
(City, State, Zip) [ ] [ ] [ ]
Instrument Prepared by
Recording Paid for by
Return Recording to (Name)
(Address 1)
(Address 2)
(City, State, ZiP)
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Customer Case 1D
Cover Sheet Page # 1 of 1
[Randolph D. Eley, Jr.
[The Thornspring Group, LLC
[The Thornspring Group, LLC
[P.O. Box 709
[River
[ ][
]
]
]
]
] [VA ] [24149 ]
][ ]
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I, Patricia Cruise, Clerk of Council, certify that the foregoing Ordinance 2007-22,
Amending The Approval Of The Contract of Sale For the Sale of the Hogan's Dam
Property is a true and correct copy as adopted by the Pulaski Town Council at their
regular meeting on August 7, 2007.
Patricia Cruise, Clerk of Council
tp/clordinance(certification