HomeMy WebLinkAbout2008-05Ordinance 2008-OS
• Modifying Ordinance 2007-28, Sales Contract For Maple Shade Shopping Center
ADOPTED: February 5, 2008
• EFFECTIVE: February 5, 2008
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ORDINANCE 2008-05
MODIFYING ORDINANCE 2007-28, SALES CONTRACT FOR
MAPLE SHADE SHOPPING CENTER
WHEREAS, the Town Council of the Town of Pulaski finds that the sale of the Maple
Shade Shopping Center to Pulaski County is consistent with the health, safety and
welfare of the citizens of the Town of Pulaski,
NOW THEREFORE be it ORDAINED by the Town Council of the Town of Pulaski,
Virginia that the sales contract for the Maple Shade Shopping Center, consistent with
Ordinance 2007-28 and attached as "Exhibit A", is hereby adopted.
FURTHER, the Town Manager's acts are ratified and his execution of any and all
documents to close this transaction involving the Maple Shade Shopping Center are
approved.
• This ordinance is effective upon adoption and is hereby adopted this 5t" day of
February, 2008 by the duly recorded vote of the Town Council of the Town of Pulaski,
Virginia as follows:
Jeffrey S. Worrell -Aye
Dan Talbert, Jr. -Aye
Lane R. Penn -Aye
Joel B. Burchett, Jr . -Aye
David L. Clark -Aye
Larry G. Clevinger, II -Aye
THE TOWN OF PULASKI, VIRGINIA
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By:
Charles L. Wade, Mayor
ATTEST:
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Patricia Cruise, Clerk of Council
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This contract is made this January ~ 2008, by and between the TOWN OF PULASKI,
VIRGINIA, herein called Seller; and the INDUSTRIAL DEVELOPMENT AUTHORITY OF PULASKI
COUNTY, VIRGINIA, herein called Purchaser.
For the consideration stated below, and subject to the terms and conditions herein, Seller hereby
agrees to sell to Purchaser, and Purchaser hereby agrees to purchase from Seller:
6 Real Estate. All parcels of land, together with all improvements thereon and appurtenances thereto,
7 located in the Town of Pulaski, Pulaski County, Virginia, currently bearing tax map ## 72-20-1 and 72-
8 140-160B, locally known as the Pulaski Business Plaza and former Maple Shade Shopping Center
9 property, as described in a deed to Seller from New River Properties, Inc. and Earl W. Greene, dated
10 January 14, 1999, recorded in the Pulaski County Circuit Court Clerk's Office as land instrument # 1999-
11 275 (herein referred to as "the Real Estate"). The Real Estate does not include a 0.5 acre parcel of land as
12 depicted on Exhibit 1 hereto ("Seller's Retained Parcel"); Seller is retaining this parcel, however, use of
• 13 Seller's Retained Parcel will be restricted as provided below.
14 Third Party Tenancies. Seller represents and warrants that Schedule A hereto contains a
15 complete and accurate "roster" of the identity of all current tenants/third parties who are presently in
16 actual possession of some portion of the Real Estate, and for each such tenant, correctly identifies (1)
17 each tenant, (2) the premises presently occupied, (3) the date of the lease with Seller, (4) the term of that
18 lease, (5) the rental amounts and payment periods, (6) whether Seller has obtained a security deposit, and
19 (7) whether that tenant is presently in default/breach of his/her/its lease, and if so, how and why. Seller
20 further represents and warrants that there are no oral leases, agreements, understandings, or the like
21 between Seller and any third party(-ies) pertaining to any part of the Real Estate and that complete,
22 executed originals of all leases identified in Schedule A, together with any and all modifications, addenda,
23 amendments, extensions, or other changes thereto, are being delivered to Purchaser contemporaneously
24 with the execution of this contract.
• 25 Provided that such tenants accept modification of their respective leases (as provided below),
26 Purchaser agrees to assume only the existing leases of only the tenants identified in Schedule B hereto,
27 which tenants are referred to herein as "Retained Tenants." However, even if a tenant is identified in
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• 55 extend the lease at the end of the present term and (b) terminate the tenant's tenancy at any time during
56 the present term and any renewal terms on 90 days prior written notice to the tenant, (4) attorns to
57 Purchaser (i.e., accepts Purchaser) as lessor effective as of the date of closing, and (5) affirms that
58 he/she/it has no claims pending or accrued against Seller, as landlord, as of the date of closing. The
59 County's Novation Lease shall be in form and content as provided by Purchaser's attorney. Rental
60 amounts for each Retained Tenant under the County's Novation Lease will remain the same as in such
61 tenant's respective, existing leases; however, each tenant will be solely responsible for his/her/its utilities,
62 interior maintenance, contents insurance, and taxes. If any Retained Tenant is a tenant from month to
63 month, then Seller must obtain from such tenant a written acknowledgment that the then owner of the
64 Real Estate may terminate such tenant's tenancy at any time on 30 days prior written notice to the tenant,
65 by the end of which time the tenant must fully vacate his/her/its premises or be liable for all expenses
66 and/or losses incurred by the owner due to holdover, damage to the premises, and/or litigation (including
• 67 owner's reasonable attorney's fees so incurred).
68 No Encumbrances, Restrictions, or Adverse Zoning. The Real Estate must not be subject to
69 any (1) encroachments or encumbrances, including, but not limited to, easements of any nature for third
70 parties or other properties (other than underground lines for public utilities serving the Real Estate) which,
71 in Purchaser's sole determination may adversely impact Purchaser's use of the Real Estate, leases,
72 covenants, and/or third parties in possession, (2) private restrictions of any kind, or (3) zoning restrictions
73 or conditions which will or may, in Purchaser's sole determination, inhibit, prohibit, or otherwise
74 adversely affect Purchaser's intended use of the Property. Purchaser recognizes and accepts and will take
75 the Real Estate subject to the existing access easement over and through the western portion of the Real
76 Estate for access to/from Bowling Court from/to Commerce Street and Washington Avenue.
77 Release of Liens. Prior to the time for closing, Seller shall cause any and all liens for real
78 estate taxes (both county and town), utilities, and any other taxes, fees, or charges owed to Seller,
• 79 Purchaser, or any third party by any present or prior tenant and pertaining to the Real Estate to be paid,
80 satisfied, released, or exonerated through the end of the calendar year in which closing actually occurs.
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• 106 over and through the Real Estate shall be limited to via and within the existing, abutting 16 foot wide
107 access easement (right of way) as and where depicted on Exhibit l .'
108 Title. Seller shall convey the Real Estate to Purchaser by deed with general warranty and English
109 covenants of title, free and clear of any and all liens, claims, adverse encumbrances and easements, and
110 title defects. Purchaser's attorney shall prepare the deed of conveyance for the Real Estate. Seller may
111 have the deed reviewed by Seller's attorney; however, the deed as executed and tendered by Seller must
112 be in every aspect acceptable to Purchaser's attorney before Purchaser will be obligated to accept it.
113 Any and all liens, encumbrances, and/or title defects on or affect the Real Estate must, and shall
114 be, removed/satisfied by Seller, at Seller's sole expense, prior to or as of closing.
115 Transaction Costs and Expenses. Seller shall be solely responsible for (1) the fee of its attorney,
116 (2) all costs, expenses, fees, and charges related to Seller's Retained Parcel, including, but not limited to
117 survey, plat approval, and plat recordation costs, and (3) all costs, etc. necessary to satisfy all conditions
• 118 and perform all obligations of the Seller stated herein in order to consummate this transaction. Purchaser
119 shall pay the cost of recording the deed of conveyance and the fee of Purchaser's attorney incurred in this
120 transaction.
121 Closing and Possession. Closing may occur on January 31, 2008, provided that all conditions for
122 closing this transaction have been satisfied, and Seller accepts, executes, and delivers to Purchaser this
123 contract no later than January 25, 2008. Otherwise, closing will be postponed by one business day for
124 each day that any condition for closing remains unsatisfied or Seller does not deliver this contract,
125 executed and unchanged, to Purchaser, up to no more than 15 consecutive business days. Closing will be
126 in the law office of Purchaser's attorney, Samuel D. Campbell, at 233 East Main Street, Pulaski, Virginia.
127 Seller shall put Purchaser in full possession of the Real Estate as of the time of closing.
128 Risk of Loss; Intervening Casualty Loss. Risk of damage or loss to the Real Estate shall remain on
129 Seller until the time of closing. Seller shall maintain hazard (fire and extended coverage) insurance on the
• ' Nothing in this provision prevents Seller from providing for access to Seller's Retained Parcel duectly from
South Washington Avenue at any point(s) long the eastern boundary of Seller's Retained Parcel where same abuts
South Washington Avenue. And nothing in this provision prevents Seller and Purchaser from subsequently agreeing
to modify this 16' wide easement, provided that such modification is effected by a written and recorded instrument
signed by/on behalf of both parties.
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• 156 Binding, Complete Agreement.
This contract shall be binding on and inure to the benefit of the
157 parties, jointly and severally, and the parties' respective heirs, assigns, and successors in interest. This
158 contract shall be governed by the laws of the Commonwealth of Virginia and deemed accepted in
159 Virginia (no matter where actually signed). This document contains the entire agreement between the
160 parties hereto. No modification, extension, revocation/rescission, or assignment of this contract shall be
161 effective unless in writing referring to this contract and signed by all parties hereto. Any and all prior
162 agreements, representations, negotiations, discussions, other communications, and/or contracts, whether
163 oral or written, of whatever nature, at whatever time such occurred, and between or involving whomever,
164 pertaining to matters addressed in this document shall be conclusively deemed merged into and
i 65 superseded by the provisions of this contract. The date of this contract stated at the top of the first page
166 shall be deemed the date on which this contract is accepted and thus made. The provisions of this
167 contract shall not merge into the deed of conveyance or the assignments and shall survive closing.
• 168 Representation by Legal Counsel. Both parties acknowledge that prior to and through the execution
169 of this contract each has been represented by separate legal counsel of each party's choosing.
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171 Seller: TOWN OF PULASICI, VIRGINIA
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175 by
176 John J. wley, ager
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179 Purchaser: INDUSTRIAL DEVELOPMENT AUTHORITY
180 OF PULASKI COUNTY, VIRGINIA
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185 Peter M. Huber, administrator
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Owners statement
The Lot Line Revision of th$ property owned by the Town of Pulaski as ap~ar i;i this
plat is with tale free consent and it accordance with the desire of the undersigned
owners, prr~ ,and trustees.
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Notary Statement
't'he foregoing owner's staterrrent was acknowledged before me this ,.~ ~•~'~~ day of
..~~ 2D07, by the above owners.
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Notary Date
Surveyors Certificate
I hereby certify that the reguirernents of the Hoard of Supervisors end Ordlnan~ of the
Town of Pulaski, V}rginia, regarding the plattlrlg of Subdivisions within the Yawn Rave
bed c~mp~ed w,itj~o the best of my know~rlge.
Austin L. l'hilllps, C.L.S.
Certificate of Appn~val
This Lot Lina Revision is approved by the undersigned in aa,ordancs with existing
Ordinances and Regulations of the Town of Pralasiq, Virginia and may be adrnltted tQ
record. _
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Source of Title end Conformance Statement
The new Lots shawri are portions of the property conveyed to the Taws of Pulaski, from
New River Properties, INC. & i;arle W. Greene, by LR1989fl0027S dated January 14.
1999 and recorded in th® Clerk's Office of Pulaski County, Virginia, se-id de®d being, to
the St f my k edge, the last instrument in the chain of title to said land.
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Austin L. Phillips, C.L.S, e
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1) This property is subject to alt reservations, restrictions, easements and agreements of record to the
exiQnt that they may lawfully apply to the Qropsrty.
~) This plat Is based on an actual fteki survey, using monurr~nts found to exist and therefore may
not conform tv previous deeds or plats of record.
3} This plat was performed without the bene~'it of a title search and therefore may not show all
encumbrances.
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I, Patricia Cruise, Clerk of Council, certify that the foregoing Ordinance 2008-05,
Modifying Ordinance 2007-28, Sales Contract For Maple Shade Shopping Center is a
true and correct copy as adopted by the Pulaski Town Council at their regular meeting on
February 5, 2008.
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Patricia Cruise, Clerk of Council
tp/c%rdinance/certification
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