Loading...
045-13WHEREAS, the Economic Development Authority of the City of Winchester, Virginia, has approached Frederick County about acquiring the County's interest in said real property and has submitted a contract to purchase same; and WHEREAS, there have been no other offers to purchase said real property presented; and WHEREAS, the Board of Supervisors conducted a public hearing on the declaration as surplus and conveyance of 317 S. Cameron Street, Winchester, Virginia, to the Economic Development Authority of the City of Winchester, Virginia, at their March 13, 2013 meeting. NOW,'THEREFORE, BE IT RESOLVED that the Board of Supervisors of the County of Frederick, Virginia hereby declares the real property and improvements located at 317 S. Cameron Street, Winchester, Virginia, identified as City of Winchester Property Identification Number 193- 1 -K -14 to be surplus property; and BE IT FURTHER RESOLVED that the Board of Supervisors of the County of Frederick, Virginia, approve the sale of the property to the Economic Development Authority of the City of Winchester, Virginia, per the terms of a Purchase Agreement dated February 13, 2013; and BE iT FURTHER RESOLVED that the County Administrator is hereby authorized to take all necessary actions to execute the conveyance of Frederick County's interest in the property to the Winchester Economic Redevelopment Authority. ADOPTED this 13 day of March, 2013. VOTE: Richard C. Shickle Aye Gary A. Lofton Aye Christopher E. Collins Aye Bill M. Ewing Aye Gene E. Fisher Aye Charles S. DeHaven, Jr. Aye Robert A. Hess Aye John K AI 1 , r. Frederick County Administrator Resolution No.: 045 -13 BRYAN & COLEMAN, RL,C. ATTORNEYS AT LAW 116 SOUTH BRADDOCK STREET WINCHESTER, VIRGINIA 22601 TELEPHONE; (540) 545 -4134 FAX: (540) 545 -4131 MICHAEL L. BRYAN, ESQUIRE February 14, 2012 Mr, .lay Tibbs, Deputy County Administrator County of Frederick 107 North Kent Street Winchester, VA 22601 Re: Sale of rail Parcel Dear Jay: C �� 1 REP ° "'' °- ' FEB Email: mbryan2 �d lfL .rne dp Enclosed please find two Purchase And Sale Agreements which have been executed by the EDA in connection with the purchase of the County's 50% interest in the jail parcel. Also enclosed is the deposit check in the sum of $500.00 as called for under the terms of the contract. Please have the contract signed once approved by the Board of Supervisors and return a copy to me. We can proceed to closing fairly quickly after the Board of Supervisors approves this transaction. Please let me know when the platter is scheduled for consideration by the Board, Thank you. e truly yours, Michael L, Bryan MLB:smb Enclosures cc: .lames W. Deskins PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (the "Agreement ") made and dated this _LI day of February, 2013, ( "Effective Date ") by and between THE COUNTY OF FREDERICK, VIRGINIA (the "Seller "), and ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF WINCHESTER, VIRGINIA, a political subdivision of the Commonwealth of Virginia ( "Purchaser "). RECITALS: A. The County of Frederick, Virginia is currently vested with a fifty percent (50 %) undivided interest in that certain lot or parcel of land, lying and being situate on the west side of South Cameron Street at its intersection with East Cecil Street, in the City of Winchester, Virginia improved by a building designated as 317 South Cameron Street in the City of Winchester, Virginia (the "Property "). Tax Map No. 193- 1 -K -14. B. Seller desires to sell and Purchaser desires to purchase the Property, together with all improvements situate thereon and all rights, rights of way and appurtenances thereunto belonging, upon the terms and conditions set forth hereinafter. NOW THEREFORE, in consideration of the earnest money deposit, more particularly described hereinafter, (the "Deposit ") and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller hereby agrees to sell and Purchaser hereby agrees to purchase the Property on the following terms and conditions. 1. PURCHASE PRICE: The total Purchase Price of the Property shall be Two Hundred Eighteen Thousand and Eighty -Seven Dollars ($218,087.00). 2. DEPOSIT: Contemporaneously with the full execution of this Agreement, Purchaser shall deposit the sum of Five Hundred Dollars ($500.00) (the "Deposit ") with Seller. Unless otherwise applied in accordance with this Agreement, the Deposit shall be applied to the Purchase Price (as hereinafter defined) due Seller at Settlement (as hereinafter defined). 3. CONDITION AND INSPECTION: Purchaser agrees to accept the Property at Settlement in its present physical condition. Purchaser specifically acknowledges and agrees that the Properly shall be conveyed "AS IS ", "WHERE IS ", and "WITH ALL FAULTS ". No warranty or assurance of any kind is given by Seller as to matters of zonings_restrictions, environmental status, development _pat_ential,_tax assessment abatement or any other matter concerning the use, -condition, or status of the Property. 4. SETTLEMENT: Settlement ( "Settlement ") shall be made at the offices of Michael L. Bryan, Esquire, 116 South Braddock Street, Winchester, Virginia 22601, within fifteen (15) s© days after approval of the sale of the Property by the Board of Supervisors of Frederick County, Virginia, but in no event later than April 19, 2013 (the "Closing Date "). IN NO EVENT SHALL CLOSING OCCUR LATER. THAN APRIL 19, 2013. Possession of the Property shall be given at Settlement by Seller to Purchaser. 5. RISK OF LOSS: Seller assumes all risks and liability for loss, damage to or destruction of the Property until Settlement. 6. EXPENSES: PRORATIONS: Seller agrees to pay the Grantor's tax, the cost of preparing the Deed, all Seller's attorney's fees, and all normally proratable items shall be prorated to the Closing Date, based upon the latest assessments or actual invoices available. Purchaser shall pay the cost of recording the Deed, any fees of Purchaser's attorney, title insurance premiums, any costs associated with obtaining financing, environmental studies, title examination costs, and all other standard settlement expenses incurred in connection with this purchase. 7. BROKERAGE .FEE: Seller and Purchaser agree that no broker, finder, real estate agent, or other person or entity whatsoever has acted for or on behalf of either of them in bringing about this Agreement. 8. TITLE: (a) At Settlement, Purchaser shall be entitled to receive good and marketable fee simple title to the Property, insurable at regular rates by a title insurance company duly authorized to do business in the Commonwealth of Virginia, subject, however, to recorded casements, agreements, and restrictions applicable thereto which do not render title to the Property unmarketable or unreasonably interfere with Purchaser's intended use and/or occupancy of the Property for commercial /office /residential purposes, as determined by Purchaser, in Purchaser's sole and absolute discretion, and free of all liens, leases, tenancies and other encumbrances whatsoever. (b) At Settlement the Seller shall convey good and marketable fee simple title to the Seller's 50% undivided interest in the Property to the Purchaser by general warranty deed. 9. SELLER'S OBLIGATIONS`AT SETTLEMENT: At Settlement, Seller shall execute and deliver the Deed required above, and all other such customary documents and affidavits which may be reasonably required by the settlement attorney or Purchaser's title insurance company in order to consummate Settlement hereunder. 10. PURCHASER'S OBLIGATIONS AT SETTLEMENT: At the Settlement hereunder, Purchaser shall pay the Purchase Price pursuant to Section 1 hereof, and execute and deliver all such customary documents and affidavits which may be reasonably required by -2- the settlement attorney or Purchaser's Title Insurance Company in order to consummate Settlement hereunder. 11. REMEDIES: (a) In the event that Seller fails or refuses to perform its obligations hereunder by the Closing Date, Purchaser shall be entitled the return of the Deposit or, in Purchaser's sole discretion, to exercise the right of specific performance, if available to Purchaser, as Purchaser's sole and exclusive remedies on account of such breach by Seller. In no event shall Seller be held liable for any damages whatsoever arising from or incident to such breach or default by Seller, including, but not limited to, compensatory, special and/or punitive damages. (b) In the event that Purchaser fails to perform its obligations hereunder by the Closing Date, Seller shall be entitled to retain the Deposit as Seller's sole and exclusive remedy. 12. CONDEMNATION: In the event any condemnation proceedings are instituted with respect to all or any portion of the Property prior to the Closing Date hereunder, Seller shall promptly notify Purchaser thereof. In the event that prior to Settlement hereunder, there shall occur a taking by condemnation or eminent domain of all or any portion of the Property or a proposed conveyance to a condemning authority in lieu of condemnation, then Purchaser, at its option, may either (i) terminate this Agreement by delivery of written notice thereof to Seller, and thereupon the parties shall have no further rights or obligations hereunder and the Deposit shall be returned to Purchaser, or (ii) proceed to closing hereunder, in which event Seller shall assign to Purchaser at closing all interest of Seller in and to any condemnation proceeds that may be payable to Seller on account of such condemnation and thereupon Purchaser shall control all negotiations and proceedings undertaken with the condemning authority with respect to the Property; Purchaser shall receive a credit at Settlement in the amount of any condemnation proceeds paid to and retained by Seller with respect to the Property prior to the Closing Date. 13. PARTIES BOUND: This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective personal representatives, heirs, successors and assigns. 14. APPLICABLE LAW: This Agreement shall be construed in accordance with the laws of or applicable to the Commonwealth of Virginia. 15. FOREIGN PERSONS: Seller hereby represents and warrants to Purchaser that Seller is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended, and Seller further agrees, at Settlement, to furnish Purchaser an affidavit to this effect complying with the provisions of Section 1445 of the Internal Revenue Code of 1986, as amended. If Seller fails to execute and deliver such affidavit, Purchaser may deduct and withhold from the Purchase Price such amounts and the Purchaser may be required to withhold in order to satisfy any of Purchaser's tax withholding obligations under such statutes or regulations promulgated pursuant thereto. -3- 4 16. NON - MERGER: The provisions of this Agreement shall survive the Settlement hereunder and the execution and delivery of the Deed of conveyance conveying the Property and shall not be merged therein. 17. NOTICES: All notices, demands, or other communications that may be necessary or proper hereunder shall be deemed duly given if personally delivered, or when deposited in the United States mail, postage prepaid, first class, registered or certified, return receipt requested, addressed respectively as follows: Purchaser: Economic Development Authority of the City of Winchester, Virginia Rouss City Hall 15 North Cameron Street Winchester, Virginia 22601 Attn: James Deskins, Executive Director With a copy to: Michael L. Bryan, Esquire 116 South Braddock Street Winchester, Virginia 22601 Fax: 5401545 -4131 E -Mail: mbryan2@earthlink.net Seller: The County of Frederick, Virginia 107 North. Kent Street Winchester, Virginia 22601 Attn: John R. Riley, Jr., County Administrator With a copy to: Roderick Williams, Esquire 107 North Kent Street Winchester, Virginia 22601 Fax: 5401667 -0370 E -Mail: rwillia@co.frederick.va.us 18. MECHANIC'S LIEN NOTICE: Virginia law a. Code Ann. Sec. 43 -1 et se g. 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) 90 days from the last day of the month in which the lienor last performed work or furnished materials or (ii) 90 days from the time the construction, removal, repair or improvement is terminated. AN EFFECTIVE LIEN FOR WORK PERFORMED PRIOR TO THE DATE OF -4- SETTLEMENT MAY BE FILED AFTER SETTLEMENT. LEGAL COUNSEL SHOULD BE CKa)Zwvjl Ia61 19. TITLE INSURANCE NOTIFICATION: The Purchaser may wish at Purchaser's expense to purchase owner's title insurance. Depending on the particular circumstances of the transaction, such insurance could include affirmative coverage against possible mechanic's and materialmen's liens for labor and materials performed prior to settlement and which, though not recorded at the time of recordation of the Purchaser's deed, could be subsequently recorded and would adversely affect Purchaser's title to the Property. The coverage afforded by such title insurance will be governed by the terms and conditions thereof, and the dollar amount of the cost of obtaining such title insurance coverage. 20. TOTAL AGREEMENT: This Agreement contains the full and final agreement between the parties hereto with respect to the sale and purchase of the Property. Purchaser and Seller shall not be bound by any terms, conditions, statements, warranties, or representations, oral or written, not contained herein. No change or modification of this Agreement shall be valid unless the same is in writing and is signed by the parties hereto. No waiver of any of the provisions of this Agreement shall be valid unless the same is in writing and is signed by the party against which it is sought to be enforced. 21. ELECTRONIC SIGNATURE: For purposes of negotiation., executing and amending this Agreement, any signed document transmitted by facsimile machine or scanned email shall be treated in all manner and respects as an original document. The signature of any party thereon shall be considered to have the same binding legal effect as an original signature on an original document. At the request of any party, a facsimile or scanned email document shall be re- executed by all parties in original form. No party may raise the use of a facsimile machine or scanned email, or the fact that any signature was transmitted through the use of a facsimile or scanned email, as a defense to the enforcement of this Agreement, 22. COUNTERPARTS: This Agreement may be executed in two or more counterparts, each of which together shall constitute one and the same Agreement. 23. CONTINGENCY: Seller's obligations under the terms of this Agreement are expressly contingent upon the approval of the sale of the Property in accordance with the terms of this Agreement by the Board of Supervisors of Frederick County, Virginia on or before March 15, 2413. In the event that the Board of Supervisors of Frederick County, Virginia fails to approve the sale of the Property in accordance with the terms of this Agreement on or before March 15, 2013, then and in that event, this Agreement shall become null and void and of no further binding force or effect whatsoever and the Deposit shall be returned to die Purchaser. 24. TIME: Time is of the essence with respect to all matters set forth in this Agreement. -5- " IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed under seal as of the later of the dates set forth below, which date shall be inserted on Page 1 of this Agreement. PURCHASER: ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF WINCHESTER, VIRGINIA By: (SEAL) Jam . Deskins, Executive Director THE COUNTY OF FREDERICK, VIRGINIA MLB /pmn cAContracts\County to FDA - Jail Property 2/13113 If., County Administrator