010-12BOARD OF SUPERVISORS
RESO
Approving Declaration as Surplus and Conveyance of Property identified as
Parcel Identification Numbers 74A03- A -160A and 85 -A -58, comprising a
portion of the former Stephens City School Property,
and Approving Release of the Reversionary Clause for Property identified as
Parcel Identification Number 74A03 -A -160, comprising a portion of the
former Stephens City School Property
WHEREAS, the County of Frederick, Virginia is the owner of real property and
improvements identified as Parcel Identification Numbers 74A03- A -160A and 85 -A -58
in the Town of Stephens City, Virginia, comprising a portion of the former Stephens City
School property and containing a total of approximately two and three quarter (2.75)
acres, and
WHEREAS, the property was declared surplus by the Frederick County School Board
on August 16, 2011, and gifted to Frederick County on September 15, 2011, and
WHEREAS, having no viable use for the whole of the property and improvements,
Frederick County advertised the sale of the property through an invitation for bids
published on March 24, 2012, and again on March 31, 2012, in the Winchester Star, and
WHEREAS, the Town of Stephens City submitted the high bid in response to the
invitation for bids, and
WHEREAS, the Town of Stephens City, as a condition of its bid, asked that the Board of
Supervisors release the reversionary clause for the adjoining Old Stephens City School
Property, owned by the Town of Stephens City, comprised of approximately one and
three tenths (1.3) acres, and identified as Parcel Identification Number 74A03 -A -160,
said reversionary clause providing that, should the Property cease to be used for public or
community non - commercial purposes as are intended for the benefit of the health, safety,
welfare, education, recreation, cultural enlightenment, literacy, or civic awareness of the
community, or any other public purpose permitted by law, the property shall revert back
to the County, the County having previously conveyed the property to the Town of
Stephens City, and
WHEREAS, at their August 8, 2012 meeting, the Board of Supervisors conducted a
public hearing on the declaration as surplus and conveyance of parcels 74A03- A -160A
and 85 -A -58 and on the release of the reversionary clause for parcel 74A03 -A -160.
ADOPTED this $ day of August, 2012.
�' COUNTY of FREDERICK
}
Kris C. Tierney
" Assistant County Administrator 1736
L MEMORANDUM 540/665 -5666
Fax 540/667 -0370
E -mail:
TO: Board of Supervisors ktierney @co,frederick.va.us
FROM: Kris C. Tierney, Assistant County Administrator
RE: Sale of Stephens City School Property
DATE: August 2, 2012
In August of 2011, the County school system declared the remainder of the Stephens City School
property (containing three buildings and totaling 2.75 acres) surplus and deeded the property to
the Frederick County Government. Having no viable use for the building, in March of 2012, the
County advertised the property sale. A single bid was received in response to the advertisement
from the Town of Stephens City, in the amount of $100,000. The result of the bid opening was
presented to the Board of Supervisors; and staff was authorized to proceed with the sale.
One of the conditions of the Town's purchase offer was that a reversionary clause, which was
part of the 2007 conveyance of the main Stephens City School building to the Town, be
eliminated. Specifically the clause states:
"The Grantee, or its assigns, shall use, or permit the use of, the above described property solely
for public or community non- commercial purposes as are intended for the benefit of the health,
safety, welfare, education, recreation, cultural enlightenment, literacy, or civic awareness of the
community, or any other public purpose permitted by law, and if the property ceases to be used
for such purposes it shall revert back to the Grantor"
The sale of the property is contingent on final approval of the terms and declaration of the
property as surplus, by the Board of Supervisors, following an advertised public hearing. If the
Board approves the terms of the sale, the deed conveying the property to the town will contain
language terminating the above paragraph. (A copy of the contract is attached for your
information).
A resolution declaring the property surplus and approving the sale and termination of the
reversionary clause is attached for the Boards' consideration.
Please let me know if I can answer any questions.
107 North. Kent Street ® Winchester, Virginia 22601
RTM/ks
06/04/12
REAL ESTATE SALES CONTRACT
THIS REAL ESTATE SALES CONTRACT, dated the day of
June, 2012, by and between FREDERICK COUNTY, VIRGINIA, hereinafter
referred to as Seller, and the TOWN OF STEPHENS CITY, VIRGINIA,
hereinafter referred to as Buyer.
WITNESSETH:
In consideration of the mutual covenants and other considerations
hereinafter set forth, Seller agrees to sell. and Buyer agrees to buy the
following described property under the following terms, covenants, and
conditions:
1. DESCRIPTION
A. The following described property ( "Property") shall be
conveyed to Buyer:
Parcel One: That certain lot or parcel
containing 2.0409 acres as described as Parcel B on
a plat of Elliott Ritchie, Jr., L.S., dated May 27,
1992, which plat is of record in the Clerk's Office of
the Circuit Court of Frederick County, Virginia, in
Deed Book 781 at Page 552.
Tax Map No. 74A3- A -160A.
Parcel Two: That lot or parcel of land
containing .724 acres as described on a plat and
survey of .Lee A. Ebert, L.S., dated October 21,
1968, which plat is of record in the aforesaid
Clerk's Office in Deed Book 354 at Page 100.
Tax Map No. 85 -A -58.
B. Prior to settlement Buyer shall, at -Buyer's cost, have
prepared and approved by Frederick County a boundary line adjustment plat
consolidating the aforesaid two parcels of land and the adjoining parcel of
land of Buyer containing 1.2961 acres and identified as Tax map No. 74A03-
A -160, to create a single parcel of 4.061 acres. Said boundary line adjustment
plat shall be attached to, and recorded with, the deed to Buyer for the
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Property.
C. This is a sale in gross and not by the acre.
2. DEPOSIT Buyer has paid to Robert T. Mitchell, Jr., Esquire, with
execution of this Contract by Buyer, a deposit of Two Thousand and 001100
Dollars ($2,000.00) ( "Deposit "), which Deposit shall be held by Robert T.
Mitchell, Jr., Esquire in escrow and applied to the purchase price at
settlement.
3, PURCHASE PRICE The purchase price of the Property shall be
One Hundred Thousand Dollars ($100,000.00), payable by cashier's check or
wire transfer at settlement, of which the Deposit shall be a part.
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4. CONTINGENCIES This Contract is contingent upon final
approval of this Contract and sale by the Board of Supervisors of Frederick
County and the Town Council of the Town of Stephens City.
S. REPRESENTATIONS AND COTENANTS OF SELLER:
A. No litigation or proceedings are pending or, to the best of
Seller's knowledge, threatened, relating to Seller, the Property, or activities
on the Property, which, if adversely determined, could individually or in the
aggregate have an adverse effect on title to or the use and enjoyment or value
of the Property or any portion thereof, or which could 'in any material way
interfere with the consummation of this Contract.
B. Between the date hereof and the date of settlement, Seiler
agrees to take no action which would cause any of the above listed
representations and covenants to become untrue, and agrees to take all
reasonable measures necessary to prevent said representations and covenants
from becoming untrue.
C. Seller will not create nor permit the creation of any title
exceptions on the Property, such as leases or easements, without Buyer's prior
written approval. No liens or encumbrances shall be placed on the Property
by Seller prior to settlement except those liens or encumbrances that can be
removed with the payment of a sum certain amount of money at settlement.
6. STUDY PERIOD. Until seventy -five (75) days following full
execution of this Contract, Buyer, at its sole cost and expense, shall have
access to the property for the purpose of viewing, 'inspecting, and performing
tests and studies on the property ("Study Period "). If Buyer finds the property.
to be unsatisfactory for Buyer's purposes, in Buyer's sole discretion, Buyer
may elect to terminate this Contract by providing Seller with written notice of
termination of this Contract; provided, however, Buyer may not make such
election after 5:00 p.m. on the seventy -fifth (75th) day after full execution of
this Contract. In the event Buyer elects to terminate this Contract pursuant to
this paragraph, (ii) the Deposit shall forthwith be paid to Buyer, (ii) Buyer
shall provide to Seller, at no cost to Seller, copies of all reports of tests,
examinations, and studies obtained by Buyer on the property, and (iii) this
Contract shall be deemed null and void and Seller and Buyer shall have no
further rights or obligations one to the other hereunder,
7. SETTLEMENT
A. Settlement shall be at the offices of Fall, Monahan, Engle,
Mahan & Mitchell, 9 East Boscawen Street, Winchester, Virginia, or such
other location mutually agreed upon, within ninety (90) days' of full execution
of this Contract, or fourteen (14) days of satisfaction of the contingencies in
paragraph 4, whichever is later.
V,
B. Seller shall not be required to bring any action or
proceeding or otherwise incur any expense to render marketable the title to
the Property, and if Seller shall be unable or unwilling to remedy any valid
objections to the marketability of the title of Seller, not waived by Buyer in
writing, the sole obligation of Seller shall be to refund the Deposit. 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.
C. At settlement the Seller will deliver to Buyer a good and.
sufficient special warranty deed, conveying good and marketable fee simple
title to the Property, free and clear from all liens and encumbrances, but
subject to the ordinary and usual utilities easements and rights of way and
duly recorded restrictive covenants, and containing provisions for the
consolidation of lots in accordance with paragraph 1.8. of this Contract.
D. At settlement the Seller will deliver to Buyer a document,
in recordable form, terminating the reversion clause contained in the Deed
from Seller to Buyer dated October 10, 2007 and recorded in the Frederick
County land records as Instrument No. 070016213 on adjoining property of
Buyer identified as Tax Map Parcel 74A03 -A -160.
8. CLOSING COSTS Seller will pay for the costs of preparing the
deed, the Seller's transfer tax for recording said deed, and any Seller's
S
attorney's fees Buyer shall pay all other closing costs in connection with the
sale of the Property.
9. RISK OF LOSS AND POSSESSION The risk of loss shall be with
Seller until the settlement date, and possession of the Property will be given
to Buyer on the settlement date.
10. REAL ESTATE COMMISSION: The Seller and Buyer
acknowledge that no real estate agent was involved in this sale and each
agrees to hold the other party harmless from any claim for a commission by
reason of any action on their part.
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11. ENTIRE AGREEMENT This Contract constitutes the entire
agreement among the parties and may not be amended except by written
instrument executed by all of the parties.
12. CONSTRUCTION OF THE CONTRACT: This Contract shall be
construed and interpreted according to the laws of the Commonwealth of
Virginia.
13. PARTIES BOUND This Contract shall be binding upon and shall
inure to the benefit of the heirs, personal representatives, successors, and
assigns of the parties.
14. DEFAULT Default shall be defined as either party's failure or
refusal to comply fully with the terms of this Contract ( "Default "). In the
Cl
event of a Default by either party hereunder not cured by the defaulting parry
within fifteen (15) days after written notice thereof to the defaulting party by
the non - defaulting party, the non - defaulting party shall have the right to
terminate this Contract and shall be further entitled to pursue all remedies
available at law and in equity including, without limitation, the right to seek
damages and the recovery of all costs, expenses, and payments incurred or
paid hereunder, or in connection with this Contract, as well as the right to
seek specific performance of the defaulting party's obligation hereunder.
15. MECHANICS' LIEN NOTICE Virginia law ( §43 -1 et seq. Code
of Virginia) permits persons who have performed labor or furnished materials
for the construction, removal, repair or improvement of any building or
structure to file a lien against the Property. This lien may be filed at any time
after the work is commenced or the material is furnished, but not later than
the earlier of (i) ninety (90) days from the last day of month in which the
lienor last performed work or furnished materials or (ii) ninety (90) days from
the time the construction, removal, repair or improvement is terminated. AN'
EFFECTIVE LIEN FOR WORK PERFORMED PRIOR TO THE DATE OF
SETTLEMENT MAY BE FILED AFTER SETTLEMENT. LEGAL
COUNSEL SHOULD BE CONSULTED. (This notice is provided pursuant
to § 11 -2.4, Code of Virginia.)
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16. COMPUTATION OF TIME If the time period or date by which
any right, option, or election provided under this Contract must be exercised,
or by which any act required hereunder must be performed, or by which
settlement must be held, expires or occurs on a Saturday, Sunday, or legal,
bank, or Circuit Court Clerk's Office holiday, then such time period or date
shall be automatically extended through the close of business on the next
regularly scheduled business day,
17. NOTICES All notices, demands, or other communications that
may be necessary or proper hereunder shall be deemed duly given if
personally delivered, sent via certified mail, return receipt requested, or sent
ovemight courier service, such as Federal Express,. UPS, or Airborne,,
addressed respectively as follows:
If to Seller:
County of Frederick
ATTN: Kris C. Tierney, Assistant County
Administrator
107 N. Kent Street
Winchester, VA 22601
With a copy to:
Robert T. Mitchell, Jr., Esquire
9 East Boscawen Street
Winchester, VA 22601
If to Buyer:
Town of Stephens City, Virginia
Attn:
P. O. Box 250
Stephens City, VA 22655
WITNESS the following signatures and seals:
64
D XTA
FREDERICK C(
Seller
By:
John R. ' e , Jr
, VIRGINIA,
Administrator
TOWN OF STEPHENS CITE', VIRGiNiA,
Buyer
*116-11-L -
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