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HomeMy WebLinkAbout97-22(A)• ORDINANCE N0. 97-22~~~ Ordinance Ratifying Purchase/Acceptance of the Edmonds Building • Adopted: November 18, 1997 Effective: November 18, 1997 • 442 ., ., • Ordinance No. 97-22-~ ORDINANCE RATIFYING PURCHASElACCEPTANCE OF THE EDMONDS BUILDING BE IT ORDAINED by the Town Council of the Town of Pulaski, Virginia, sitting in Regular Session on November 18,1997, that a certain real estate contract dated November 3 , 1997, whereby the Town has agreed to partially purchase and partially accept a donation of equity in the Edmonds Printing building at 21 Third Street, N.W., in the Town of Pulaski, is hereby ratified and approved. This Ordinance is effective on adoption and is adopted by duly recorded vote of the Town Council on November 18,1997 as follows: James M. Neblett Aye Lane R. Penn Aye Bettye H. Steger Aye Charles W. Stewart Aye A EST: Ruth Harrell, Clerk of Council W. Edgar Hale Ave Joseph L. Weddle Aye Pauline G. Mitchell Aye Gerald E. Bolen Aye TOW OF PULASKI, RGINIA B hn A. Johnsto ayor h~~~ • CONTRACT TO PURCHASE REAL ESTATE This agreement is made on November 3 , 1997, between THE TOWN OF PULASKI, VIRGINIA, its successors or assigns (hereinafter the Town) and David E. Edmonds and Edmonds Printing, Inc. (jointly and severally hereinafter Owner), to set forth the terms and conditions by which the Owner has agreed sell and donate a certain tract or parcel of land and building thereon at 21 Third Street, Northwest, in the Town of Pulaski, Pulaski County, Virginia, to the Town. 1. BRIEF PROPERTY DESCRIPTION A commercial building formerly used as a print shop, any outbuilding or additions, and all land of the Owner lying at 21 Third St., N.W., Pulaski, Virginia, • described in Deed Book 326, page 125. This is shown on the tax maps as parcel No. 72 - 051, Block 22 , 53-A, and 55, although neither party stipulates the accuracy of the tax map. It is the intent of the parties that all property owned by the Owner at said location be included in this contract and that any deed will carry a more accurate legal description. This conveyance will include all rights and easements appurtenant to or serving the subject premises, whether or not set out in said deed. 2. CONSIDERATION The parties agree that the property has a fair market value of sixty three thousand dollars ($63,000.00). The Town agrees to pay the Owner the sum of twenty five thousand dollars ($25,000.00) cash at closing. The Owner agrees to donate his remaining equity in the property to the Town, which the parties agree has an additional value of thirty eight thousand dollars ($38,000.00). Town/Edmonds Contract Page 1 of 6 5~~ i.. .. • 3. CLOSING Closing will occur on a date selected by the Town no later than December 31, 1997, unless the parties otherwise agree. Closing will be held at the offices of the Town Attorney or such location in the Town of Pulaski, Pulaski County, Virginia, as is mutually agreeable to the parties. The Owner will be responsible for the costs of preparation of the deed, if done by Owner's attorney (with a description acceptable to the Town), the release and clearance of all liens or encumbrances, taxes prorated to date of closing, Owner's attorney fees, and any grantor's tax. The Town agrees to prepare a proposed deed at its expense, if requested by Owner, and submit it to the Owner for approval. Owner understands that this will be done for Owner's convenience and that the Town's attorney will draft such document on behalf of the Town and will • not represent the Owner in any way. The Town will be responsible for its closing costs, including but not limited to its own attorney's fees, title insurance, recording costs, survey, and the like. 4. TITLE Owner warrants fee simple ownership of the subject property and warrants that no person or entity not a party hereto has any interest in said property (other than possible lien holders to be paid at closing). Owner will convey to the Town by general warranty deed with English Covenants of Title, subject to such utility easements and encumbrances which do not adversely affect the marketability of the title or reasonable use of the property. Said premises • are to qualify for title insurance without exceptions other than those stated above, including an endorsement protecting the Town and its successors from environmental Town/Edmonds Contract Page 2 of 6 S`Y ~~ • hazards. If title examination reveals any material defects, the Owner will have a reasonable time to correct such defects if not waived by the Town. Owner specifically warrants that this property has not been used for the disposal of hazardous chemicals, that there are no underground storage tanks or buried waste on the property. This warranty will survive closing. 5. RISK OF LOSS All risk of loss and liability to damage to the property or injury to third parties arising from the ownership and use of the premises will remain with the Owner until completion of the closing, other than for persons inspecting or visiting the property at the request of the Town. The Owner agrees that the Town and its agents may enter on the property at all • reasonable times prior to closing for the purposes of surveying, testing, and otherwise inspecting the premises to determine its suitability for Town use. The Town agrees that closing is not subject to such inspections and that, except for the environmental warranty set forth above, the Town accepts the premises "AS IS°. 6. .FAILURE TO PERFORM in the event of failure of either party to perform its covenants or obligations under this agreement, the non-defaulting party would be entitled to attorney's fees and court costs, in addition to any actual damages, specific performance, and/or any other remedy allowed by law, all of which will be deemed cumulative remedies. • Town/Edmonds Contract Page 3 of 6 SC~G .~ 7. MERGER This agreement encompasses all prior negotiations and discussions of the parties and all prior agreements are merged herein. 8. NO ORAL MODIFICATIONS No modifications to this agreement will be effective unless in writing and signed by the party to be bound thereby. 9. TIME IS OF THE ESSENCE Time is of the essence in the performance of any obligation set forth herein. 10. COUNTERPARTS This contract may be executed by the parties hereto individually, or in any C: combination, or in one or more counterparts, each one of which shall be an original and all of which shall together constitute and be deemed one and the same contract. 11. CONTINGENT ON PUBLIC VOTE The Town representative signing this agreement has been authorized to do so in executive session by the Town Council subject to the Council's ratification in open session. Owner acknowledges that although this contract is binding upon Owner upon execution, this contract cannot become binding upon the Town unless and until it is ratified and approved in open session. Unless waived by Owner, the terms of this Contract will be disclosed and a vote • in open session will be taken no later than the Town Council's regularly scheduled meeting of November 18, 1997. If this agreement is not ratified and approved on or before said date, this Contract will be null and void, and neither party will have any further obligation to the other. Town/Edmonds Contract Page 4 of 6 ~~~ • WITNESS the following signatures and seals this day of November, 1997. EDMONDS PRINTIN INC. g : ~ (Seal) Y OWNER TOWN OF PULAS I, VIRGINIA gy: (Seal) STATE OF VIRGINIA COUNTY OF PULASKI, TO-WIT: The foregoing Contract was acknowledged before me by David E. Edmonds, to • me personally known, acting far and on behalf of Edmonds Printing, Inc., this ~~ day of November, 1997. My Commission expires S - 3/- ~ ~ ,P.~ ~ ...~.~ Notary Public C~ TownlEdmonds Contract Page 5 of 6 ~ 7~ ~' '.~ STATE OF VIRGINIA COUNTY OF PULASKI, TO-WIT: The foregoing Contract was acknowledged before me by ~.~ ~-, 4'I • ~'o ~ ~ ,~ ~ ~r , to me personally known, acting for and on behalf of the Town of Pulaski, Virginia, this l 8 day of November, 1997. My Commission expires tS'- .~~ o ~ .w~ ~ ~ ~~C/~~~C Notary Public • • TownlEdmonds Contract Page 6 of 6 ~~~ Ruth A. Harrell, Clerk of the Council of the Town of Pulaski, Virginia, do hereby certify tha the foregoing ordinance No. 97-22 ~ s a true and correct copy of the Ordinance set out and adopted this 18th day of November, 1997. Ruth A. Harrell, Clerk of Council • •