HomeMy WebLinkAboutSP201600018 Ownership Documents 1998-01-01 Pag11of5 • •.
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Prepared by Caroline B.Nunley,Esq.
DEED
THIS DEED made this 1st day of January,1998,by and between RICHARD L.NUNLEY
and JULIA G.NUNLEY,husband and wife,Grantors,and B PROPERTIES LC,a Virginia limited
liability company,Grantee,whose address is P.O.Box 7627,Charlottesville,Virginia 22906;
(This conveyance is exempt from taxation pursuant to Section 58.1-811.A.10 of the Virginia Code.)
WITNESSETH:
THAT FOR AND IN CONSIDERATION of the sum of TEN AND NO1100THS DOLLARS
(S 10.00)and other good and valuable consideration,the receipt of which is hereby acknowledged,
the said Grantor does hereby GRANT, BARGAIN, SELL and CONVEY with GENERAL
WARRANTY and ENGLISH COVENANTS OF TITLE unto the Grantee,the following described
property:
a. All that certain lot or parcel of land,containing 2.244 acres,with improvements
thereon,situated on the west side of U.S.Route 29,a short distance north of the City
of Charlottesville,in Albemarle County,Virginia,further described by metes and
bounds on a plat prepared by B.Aubrey Huffman,Engineer,dated August 7.1957,
of record in the Clerk's Office of the Circuit Court of Albemarle County,Virginia,
in Deed Book 334,page 108;BEING the same property conveyed to the Grantors by
deed of The Foxbrook Corporation,a Virginia corporation,dated August 29,1967,
and recorded in said Clerk's Office in Deed Book 434,page 46;
b. All that certain lot or parcel of land consisting of 2.81 acres,more or less with the
improvements thereon fronting on the western boundary of the right of way of U.S.
Route 29 North,being described on plat of William S.Roudabush,Jr.&Associates,
Certified Land Surveyors,dated September 1.1970,and recorded in said Clerk's
Office in Deed Book 479,page 442;BEING the same property conveyed to the
Grantors by deed of Charlottesville Realty Corporation,a corporation existing under
the laws of Virginia,dated October 29,1970,and recorded in said Clerk's Office in
Deed Book 479,page 440;
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c. All that certain parcel of land,containing 0.02 of an acre,adjoining lands of said
Grantors,situated north of Charlottesville,in Albemarle County,Virginia,further
described by metes and bounds, designated Parcel ^D" on plat prepared by
Roudabush and Gloeckner,dated July 4,1973,and recorded in said Clerk's Office
in Deed Book 532,page 519;BEING the same property conveyed to the Grantors by
deed of Minnie V.Lyon,a widow,dated July 10,1973,and recorded in said Clerk's
Office in Deed Book 532,page 517;
d. All that certain lot or parcel of land with improvements thereon and appurtenances
thereto belonging in the County of Albemarle,Virginia,containing.53 acre,more
particularly described on a plat of 0.R.Randolph,Engineer,dated June 22,1955,
and recorded in said Clerk's Office in Deed Book 317,page 439,together with a non-
exclusive right of way for use in conjunction with others over the road in front of the
subject property to U.S.Route 29,subject to the terms for maintenance contained in
a deed from J.N.Lyon and Minnie V.Lyon,husband and wife,to Phyllis G.Case,
dated July I,1955,of record in the said Clerk's Office in Deed Book 317,page 439;
BEING the same property conveyed to the Grantors by deed dated September 9,
1983,of Virginia Dare Martin,Trustee of the Nora Dell Land Trust,a Virginia Land
Trust(dated April 21,1977),and recorded in said Clerk's Office in Deed Book 776,
page 676;
e. All that certain tract or parcel of land fronting on U.S. Route 29 in Albemarle
County,Virginia,and more particularly described as containing 5.934 acres on plat
of W.S. Roudabush,Inc.,dated August 29, 1984,revised August 31, 1984,and
recorded in said Clerk's Office in Deed Book 813, page 370,also conveyed as
appurtenances to said property arc the right of way for ingress and egress over the
forty foot roadway as shown on said plat and the right of way along the rear of the
property as recorded in Deed Book 243, page 383; BEING the same property
conveyed to the Grantors by deed of Bernard T.Clayton and Janet 11.Clayton,
husband and wife,dated August 29, 1984,and recorded in said Clerk's Office in
Deed Book 813,page 368;
f. All that certain lot or parcel of land situated in the Charlottesville Magisterial District
of Albemarle County,Virginia,northwest of U.S.Route 29 and designated as Parcel
"X"containing 0.822 acres,more or less,on plat made by William S.Roudabush,
Inc.dated August 15,1984,entitled"Plat Showing a Survey of Parcel'X'a Portion
of Parcel 68C, Tax Map 45, to be Added to Parcel 68C(I), Tax Map 45,
Charlottesville District,Albemarle County,Virginia",recorded in said Clerk's Office
in Deed(Book 815,page 79;BEING the same property conveyed to the Grantors by
deed of Charlottesville Realty Corporation,a Virginia corporation,dated September
4, 1984,and recorded in said Clerk's Office in Deed Book 815,page 77;
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g. All that certain parcel of land containing 2,637.44 square feet,and designated as
Parcel"Z"on that certain plat of Thomas B.Lincoln Land Surveyor,Inc.,dated
January 17,1994,and recorded in said Clerk's Office in Deed Book 1380,page 490.
Reference is made to said plat fora more particular description of the land conveyed
herein;BEING the same property conveyed to the Grantors by deed of Michael A.
Flowers and Lolita M.Flowers,husband and wife,dated January 17, 1994,and
recorded in said Clerk's Office in Deed Book 1380,page 495;
h. All that certain lot or parcel of land situated in Albemarle County,Virginia,and
designated as Parcel"A"containing 1,656.34 square feet,on the plat entitled"Plat
Showing Right-of-Way, Drainage Easements and Access Easement Hereby
Dedicated to Public Use. Also Showing a Waterline Easement Hereby Dedicated to
the Rivanna Water and Sewer Authority and Showing Parcel A,Being a Portion of
the Property Belonging to Gary A. Howie as Recorded in D.B. 1280, Pg. 636
Located on an Extension of Berkmar Drive Charlottesville Magisterial District
Albemarle County,Virginia",recorded in said Clerk's Office in Deed Book 1448,
page 278;BEING the same property conveyed to the Grantors by deed of Gary A.
I lowie,dated September 7,1994,and recorded in said Clerk's Office in Deed Book
1448,page 276;and
i, That certain parcel of land containing 4,691.21 square feet.and designated as Parcel
"Y"on that certain plat of Thomas B.Lincoln Land Surveyor,Inc„dated January 17,
1994,and recorded in said Clerk's Office in Deed Book 1380,page 490, Reference
is made to said plat for a more particular description of the land conveyed herein;
BEING the same property conveyed to Grantors by deed of Richard L.Nunley,dated
January 1,1998,and recorded immediately prior hereto.
This conveyance is made expressly subject to the Declaration,dated April 18,1986,made
by the Grantors and recorded in said Clerk's Office in Deed Book 874,page 738 and all other
casements,conditions,restrictions,agreements and reservations contained in duly recorded deeds,
plats and other instruments constituting constructive notice in the chain of title to the property hereby
conveyed,which have not expired by limitation of time contained therein or have not otherwise
become ineffective and any lien,inchoate or otherwise,for real estate taxes and assessments not yet
due and payable.
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WITNESS the following signatures and seals:
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Richard L.Nunley
‘..e. .. S' . 1w.Q. (SEAL)
Julia G.Nunley
COMMONWEALTH OF VIRGINIA
COUNTY op AG(X--ML.€
The foregoing instrument was acknowledged before me this day of
'u l►�_.,199j_,by Richard L.Nunley.
412,r E. ,, 4 .�
Notary i .Tic r
My commission expires: 9 - 3 0-
COMMONWEALTH
-COMMONWEALTH OF VIRGINIA
i4COUNTY nF
'fhe Ibregoing instrument was acknowledged before me this 14.day of
v. k ,I99_a,by Julia 0.Nunley,
Notary Wolk
My commission expires: (^ 30- (19
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VIRGINIA; IN Tit";CLERK'S OFFICE OF Tin:t'IN('1'I'I' t'OUR'r OF ALBEMARLE:
u iiU DEED WAS I'NF:SF:'TE11, AND N'rrlll 'EfRTIFICAATE ANNEXED, IS ADDMrITED
'U)RECORD ON r /d .14 / v,A'1✓•./10'('1.11Ck / . M.
STATE TAX ...______10331
1.00A1.TAX $ _12111
TRANSFER FEE $ 0. 12121
L ,_,_
T.T.F. S _ .1.00 11061
vSLF $_ I.00 -_11431
CLERK'S FEE S/�.00 _11011
PI.A'I' S
SE(7I'.5N.1•NO2: IFti IF:
s rA'rE:TAX SOMNI SHELBY J.MARSSIIALL,CLERK
LO('AI.'rAX S —12201 �yj�,�P""^
LOCAL TAX 1 �122.4 RV: ///
./ CLERK
TOTAL $ //.00_
Book: 1723 Page: 690 FfleNumber:1998-00010301 Seq:5
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DECLARATION 2493
THIS DECLARATION made this 18th day of April, 1986, by RICHARD
L. NUNLEY and JULIA G. ROWLEY, husband and wife, hereinafter re-
ferred to as "Declarants",
WITNESSETH :
That WHEREAS, Declarants are the owners of all of the con-
tiguous parcels of land situated near Charlottesville, in the
Charlottesville Magisterial District of Albemarle County, Virginia,
shown on the plat attached hereto and the subject of this declara-
tion, BEING the same properties conveyed to Declarants by the
following deeds of record in the Clerk's Office of the Circuit
Court of Albemarle County, Virginia, to-wit: from The Foxbrook
Corporation, a Virginia corporation, dated August 29, 1967, Deed
Book 434 page 46; from Charlottesville Realty Corporation, a
Virginia corporation, dated October 29, 1970, Deed Book 479 page
440; from Minnie V. Lyon, widow, dated July 10, 1973, Deed Book
532 page 517; from Virginia Dare Martin, Trustee for Nora Dell
Land Trust, a Virginia Land Trust, dated September 9, 1983, Deed
Book 776 page 676; from Bernard T. Clayton and Janet H. Clayton,
his wife, dated August 29, 1984, Deed Book 813 page 368; from
Charlottesville Realty Corporation, a Virginia corporation, dated
September 4, 1984, Deed Book 815 page 77; said parcels are shown
on Tax Map 45 as Parcels 68A, 68C(1), 112A and 112B;
WHEREAS, Declarants desire to change the division lines among
said parcels and to establish said division in accordance with plat
prepared by Roudabush, Greene a Gale, Inc., dated March 28, 1986,
revised April 4, 1986, captioned "Subdivision Plat Showing Parcels
'A' thru 'D' Comprising Parcels 68A, 68C(1), 112k, 1126, Tax Nap 45
Property of Richard L. Nunley near Charlottesville, Charlottesville
District, Albemarle County, Virginia", attached hereto and made a
part hereof, and Declarants desire to subject Parcel •A• and
Parcel •B" shown on said plat to the access easement hereinafter
set forth and to subject said Parcel "A" and Parcel •B" to the
mmn Mw, covenants, liens and charges for private maintenance of the Access
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Easement as hereinafter set forth, and to provide for joint use
of existing parking area; now, therefore,
DECLARANTS hereby adopt the aforesaid plat hereto attached
and made a part hereof as the Subdivision Plat of said properties;
and Declarants subject Parcel "A" and Parcel 'B" to the easement
24' in width shown on said plat as "Existing Driveway" and "Joint
Access Basement" and to the joint use, for the use and benefit of
Parcel "A" and Parcel "B" of existing parking area.
The provisions set forth herein shall run with the land and
shall be binding upon any and all parties who have, or shall
acquire, any right, title or interest in all or any part of said
Parcel "A" and Parcel "B", or either of them, and shall inure to
the benefit of each owner thereof.
ARTICLE I - DEFINITIONS
The following words, when used in this Declaration, shall
have the following respective meanings:
Section 1.01. "Access Easement" shall mean and refer to the
24' wide access easement established in Section 2.01 hereof.
Section 1.02. "Owner" shall mean and refer to the record
owner, whether-one or more persons or entities, including Declar-
ants, of the fee simple title to Parcel "A" and Parcel "Jr, or
either of them, including contract sellers, but excluding those
having such interests merely as security for the performance of
an obligation. In the case where Parcel "A" or Parcel "B" is held
by one or more persdns for life with the remainder to another or
others, the term "Owner" shall mean and refer only to such life
tenant or tenants until such time as the remainderman or remainder-
men come into use, possession or enjoyment of said parcel.
ARTICLE II - ACCESS EASEMENT
aA Section 2.01. Establishment of Access Basements Declarants
�l/ do hereby establish and impose a non-exclusive access easement 24'
insueset in width across Parcel "B", for the benefit of Parcel "A" and
"1ww„n Y.
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Parcel '8', along and across that certain strip of land designated
on the attached subdivision plat as "Existing Driveway' and
'Joint Access Easement", for the joint use of Parcel "A' and
Parcel "8" for ingross and egress to and from U. S. Route 29.
Section 2.02. Maintenance. The Access Easement is private
and requires private maintenance as hereinafter set forth. The
costs of repair, maintenance, upkeep, improvement or replacement
(hereinafter referred to as "maintenance") of the Access Basement
and the private road located therein will not be borne by the
County of Albemarle, the State of Virginia, or any public agency,
but rather shall be the responsibility of and borne as follows:
(a) Declarants: The initial construction of the private
road and related improvements (grading, seeding, drainage ditch,
Culvert pipe, etc., insofar as required) within the Access Easement
have been borne and completed by Declarants, the Owner of both of
said parcels.
So long as both of said parcels are owned by the same
Owner, said Owner shall be responsible for and shall bear the entir
costs of maintenance of the said private road and related improve-
ments within the Access Basement.
(b) Owners of Lots: In event said parcels are at any time
separately owned, the Owners of Parcel "A" and Parcel 'B' shall be
responsible for and Shall bear equally, with one-half Share to each
Owner, the costs of maintenance of the private road and related
improvements within the Access Basement.
Notwithstanding the foregoing, each Owner shall be solely
and exclusively responsible fcr and shall fully bear the costs of
maintenance within the Access Easement necessitated by Construction
activities on his Parcel, and each Owner shall restore any portion
of the Access Easement damaged by his construction activities to
Ole at least its prior condition upon conmpletion of such construction.
Section 2.03. Standards of Maintenance: The owners of Parcel,
swmonws,, 'A' and Parcel "B" shall determine the standards to which the Acces
memew M 4.
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Easement and private road located therein shall be maintained;
provided, however, that any portion of the private road and re-
lated improvements shall be maintained in such condition that the
private road is passable at all times for ordinary use by passen-
ger automobiles, excepting only severe, temporary weather condi-
tions such as snow or ice, with gravel of appropriate type, depth
and width, and drainage ditches and culverts as necessary.
Section 2.04. Personal Liability, Lien and Enforcements
(a) Personal Liability for Maintenance: Bach Owner
shall be personally liable and responsible for his share of the
costs of mainteance as set forth in Sections 2.02 and 2.03 which
are incurred during his ownership of his parcel, and shall pay to
the person or corporation performing such maintenance his share
within fifteen (15) days following completion of such maintenance.
(b) Enforcement: If any (*nor shall fail to pay his
proportionate share of the costs of maintenance for which he is
responsible, as provided hereinbefore, any other Owner, or the
person or corporation performing such maintenance, may bring an
action at law against such Owner failing to pay his proportionate
share and/or foreclose the lien provided for in Section 2.04(c)
hereof against said Owner's parcel. The amount due by such de-
linquent Owner shall bear interest at the maximum judgment rate
provided by law from the date of completion of *the maintenance;
and the delinquent Owner shall be liable to pay all costs of collec-
tion, including reasonable attorney's fees.
(c) Lien: Subject to the lien of any deed of trust.or
•rtgage recorded prior to recordation of notice of lien hereunder,
there shall be a conttnu
#n¢abn•owereoh..of:ahssaidi,twWparielr to
secure the payment of the assessments as described in Section 2.03
e. Such lien shall be at all times subject to the provisions
• Section 2.04(d), and shall be enforceable in the same manner as
.nom s mortgage.
' ' &&VA.
410111101
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(d) Prior Deeds of Trust and Mortgagee: The lien
provided for in Section 2.04(c) above shall at all times be sub-
ject to any deed of trust or mortgage placed on either Parcel at
any tine until notice of such lie.: shall have been recorded as
hereinafter provided. If the one-half share of any costs of main-
tenance is not paid by either Owner of a subject Parcel within
fifteen (15) days after the same becomes due and payable, a notice
of such nonpayment as to such Parcel may be recorded by the Owner
of the other Parcel or by the person or corporation performing
such maintenance, in the Clerk's Office of the Circuit Court of
Albemarle County, Virginia, and from the time of such recordation
the amount stated in the notice, together with interest, costs of
collection, and reasonable attorney's fees shall become a lien
prior to any deed of trust or mortgage recorded subsequent to the
date of recordation of such notice.
Section 2.05 Parking Area: The existing private parking area,
situated partly on Parcel "A" and partly on Parcel "8" is for the
joint use of said two Parcels, both of which are now owned by
Declarants. In event said two parcels are at any time separately
owned, the Owner of each of said Parcels shall maintain the portion
of said parking area within his Parcel.
WITNESS the following signatures and seals.
144441
[SEAL)
Richear unleey� G'
. [SEAL)
is G. Nunley
COMMONWEALTH OP VIRGINIA,
City of Charlottesville, to-wit:
The foregoing instrument was acknowledged before me this
.2314 day of April, 1986, by Richard L. Nunley and Julia G. Nunley
My commission expires �N,, 3: 1987
F. F. diewi
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ME TAX ox BULB J. MARSHALL, CLERK
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015153
DEED
THIS DEED made this 7th day of September, 1994, by and between
GARY A. HOWIE, Grantor, and RICHARD L. DUDLEY and JULIA G. DUDLEY,
husband and wife, Grantees, whose address is 1420 Foxbrook Lane,
Charlottesville, Virginia 22901.
WITNESSETH :
FOR AND IN CONSIDERATION Of the sum of TEN AND NO/100TES
DOLLARS ($10.00), cash in hand paid, the receipt of which is hereby
acknowledged, the Grantor does hereby GRANT, BARGAIN, SELL and
CONVEY with GENERAL WARRANTY and ENGLISH COVENANTS OF TITLE unto
the Grantees, as tenants by the entirety with full rights of
Survivorship as at common law and not as tenants in common, the
following described property:
All that certain lot or parcel of land situated in
Albemarle County, Virginia, and designated as Parcel "A"
containing 1,656.34 square feet, on the plat entitled
"Plat Showing Right-of-Way, Drainage Easements and Access
Easement Hereby Dedicated to Public Use. Also Showing a
Waterline Easement Hereby Dedicated to the Rivanna Water
and Sewer Authority and Showing Parcel A, Being a Portion
of the Property Belonging to Gary A. Howie as Recorded in
D.B. 1280, Pg. 636 Located on an Extension of Berkmar
Drive Charlottesville Magisterial District Albemarle
County, Virginia", attached hereto and recorded herewith,
BEING a portion of the property conveyed to the Grantor
by deed of Gary A. Howie and Pamela M. Bowie, his wife,
dated October 12, 1992, and recorded in the Clerk's
Office of the Circuit Court of Albemarle County, Virginia
in Deed Book 1280, page 636.
This conveyance is made subject to any easements, conditions,
restrictions, and reservations contained in duly recorded deeds,
plats and other instruments constituting constructive notice in the
chain of title to the property hereby conveyed, which have not
•
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BK 1448 PG 0277
expired by limitation of time contained therein or have not
otherwise become ineffective.
WITNESS the following signature and seal:
� /3/bt/9r
` Q yw
(SEAL)
bM HOWIE
STATE OF VIRGINIA n11
CITY/COUNTY OF AII,Pmark.
The foregoing instrument was acknowledged before we this la
day of '7)p CP mbe r , 1994, by GARY A. EOWIE.
C . .,14-4)
Notary Public `l
Ny Commission Expires: \a-
br1nunl.ylbarl..d.d,1r,
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VIRGINIA; IN THE CLERK'S OFFICE OF THE CIRCUIT COURT OF ALBEMARLE:
THIS DEED WAS PRESENTED, AND WITH CERTIFICATE ANNEXED, IS ADMITTED
TO RECORD ON Sec. A q ,19,L, AT GINS O'CLOCK A. N.
STATyE TMX $ , ' (039)
LOCAL TAX $ I,S..-x(213)
TRANSFER FEE $___104g__(212)
VSLF $ 1.uu 1145)
CLERK'S FEE = (301)
PLAT =- a.o TESTS:
LOCALSTATE TAX TAX $ ,••g►'S (220) SHELBY .NARSHALL,CLEAK
LOCAL TAX _ (223) BY:
07'��
DEPUTY CLERK
TOTAL $ 17•SO `
Book: 1448 Page: 276 FileNumber: 1994-00015153 Seq:4
April j ;, 2016
Albemarle County Department of Community Development
401 McIntire Road
Room 227
Charlottesville,VA 22902-4596
Re: AUTHORIZATION TO SUBMIT LAND USE APPLICATIONS
B Properties LC, a Virginia limited liability company(the"Owner"), is the Owner of Albemarle
County tax map parcel 04500-00-00-068C1 (the"Property"). The Owner has contracted to sell
the Property to Malloy Properties VI,LLC (the"Contract Purchaser"). The Contract Purchaser
desires to submit land use applications affecting the Property, such as,but not limited to, Special
Use Permit applications,Architectural Review Board applications, Special Exception requests,
Site Plan Applications, and other similar land use applications affecting the Property
(collectively,the"Land Use Applications"). The Owners hereby authorize the following
individuals and entities to submit Land Use Applications on behalf of the Owner in connection
with the Property: Malloy Properties VI, LLC, Geoff Malloy, and Valerie W. Long, of the law
firm of Williams Mullen. This authorization includes the authority to take any other steps, and
submit any other documentation to Albemarle County necessary to effectuate the Land Use
Applications on behalf of the Owner.
B PROPERTIES LC
a Virginia limits liability company
1 By: Lam.
E
Printed Nam ; 1v d,
Title: -( ` t' IAc 't►t ,��'
Date: -4 1 !1.
31098132_1 DOC
rye"
ARTICLES OF ORGANIZATION
of
B PROPERTIES LC
Pursuant to Chapter 12 of Title 13.1 of the Code of Virginia, the undersigned states
as follows:
ARTICLE I. NAME.
The name of the limited liability company is B Properties LC (the "Company").
ARTICLE Ii. REGISTERED OFFICE AND REGISTERED AGENT.
The address of the initial registered office of the Company shall be located within the
City of Charlottesville, Virginia at 250 West Main Street, Suite 300, P.O. Box 2964,
Charlottesville, Virginia 22902. The initial registered agent of the Company shall be Caroline
B. Nunley, a resident of the State of Virginia, who is admitted to the Virginia State Bar and
who meets the requirements of Virginia Code Section 13.1-1015.
ARTICLE 11. PRINCIPAL OFFICE.
The post office address of the principal office where the records of the Company will
be maintained pursuant to Virginia Code Section 13.1-1028 is c/o Slaughter,izakowitz,Clarke
& Nunley, P.C., 250 West Main Street, Suite 300, P.O. Box 2964, Charlottesville, Virginia
22902.
ARTICLE IV. PERIOD OF DURATION.
The period of duration of the Company is thirty (30) years.
ARTICLE V. MANAGEMENT.
The Company is to be managed by one or more managers, who shall have full authority
to act for the Company In all matters.
ARTICLE VI. LIMITATION OF LIABILITY.
To the extent permitted under the then applicable law, the liability of a manager or
member arising out of a single transaction,occurrence or course of conduct,in any proceeding
brought by or in the right of the Company or brought by or on behalf of members of the
Company, is hereby eliminated.
•
EXECUTED this IK day of December, 1995.
CAROLINE B. NUNLEY .,
Organizer
b.\nuntey\bprop.ao.lrs I
zoo•d 1V.LOL
Department of the Treasury In reply refer to: 0241904386
Internal Revenue Service Dec 05, 2011 LTR 147C
Ogden, UT 84201 54.1906878
B PROPERTIES LC
PO BOX 7627
CHARLOTTESVLE VA 22906-7627 270
Taxpayer Identification Number; 54.1906878 (
Form(s):
Dear Taxpayer:
This letter is in response to your telephone inquiry of December 5th, 2011.
Your Employer Identification Number (EIN) is 54-1906878. Please keep this number in
your permanent records. You should enter your name and your EIN, exactly as shown
above, on all business federal tax forms that require its use, and on any related
correspondence documents.
If you have any questions regarding this letter, please call our Customer Service
Department at 1.800-829-0115 between the hours of 7:00 AM and 10:00 PM. If you
prefer, you may write to us at the address shown at the top of the first page of this letter.
When you write, please include a telephone number where you may be reached and the
best time to call.
Sincerely,
•
•
Mrs. Lampkin
1000196246
Customer Service Representative
300'd L3:80 TtOZ-90-OdQ
OPERATING AGREEMENT
OF
B PROPER'T'IES LC
This OPERATING AGREEMENT of B PROPERTIES LC (the"LC") is made as of
October 1,2003, between John G.Nunley(the"Member")and the LC.
ARTICLE I
FORMATION,PURPOSES,AND MEMBER
1.1 Formation. The Member acknowledges the formation of the LC under the Virginia
Limited Liability Company Act(as amended from time to time,the"Act"). The Virginia
State Corporation Commission issued the Certificate of Organization effective December
20, 1995.
1.2 Purposes.
(a) Business Purpose. The LC's business and purpose shall consist solely of the
acquisition,ownership,operation and management of the real estate project described
as parcels of land off 29 North per attached Exhibit B,in the County of Albemarle,
Virginia (the"Property")and such activities as are necessary,incidental or appropriate
in connection therewith.
(b) Limited Liability. No Member,Manager or officer shall have any personal obligation
• for any liabilities of the LC solely by reason of being a Member, Manager or officer,
except as provided by law.
1.3 Members. The sole Member shall be the undersigned Member. The name,address,and
Membership Interest of the Member are listed on Exhibit A.
1.4 Tax Classification. The sole Member intends that the LC be disregarded as an entity
separate from its owner for federal income tax purposes and this Agreement shall be
interpreted accordingly.
ARTICLE II
MANAGEMENT
2.1 Management by Member. The LC shall initially be managed by the Member. The
Member may,but is not required to,designate additional Managers. Such additional
Managers shall have such duties,rights and powers as specified by the Member,subject to
Section 2.2 below.
2.2 Powers of Manager. The Member Manager and any other Manager designated by the
Member shall have all the powers set forth in Section 13.1-1009 of the Act on behalf of the
LC.
1
ARTICLE III
REIMBURSEMENT OF EXPENSES
3.1 Expenses;Reimbursement. The LC shall bear all expenses and liabilities incurred with
respect to the organization,operation,and management of the LC. A Member,Manager or
officer shall be entitled to reimbursement from the LC for any LC expenses or liabilities
incurred by the Member, Manager or officer provided that the expenses or liabilities did not
arise as a result of the Member's,Manager's or officer's breach of the Agreement, fraud,bad
faith or gross negligence.
ARTICLE IV
CONTRIBUTIONS AND DISTRIBUTIONS
4.1 Contributions. The Member has contributed to the LC the cash described on Exhibit A in
exchange for all of the interests in the LC. The Member is not obligated to make any
additional capital contributions to the LC. The Member may,in its sole and absolute
discretion,make additional capital contributions to the IC if the Member deems such
contributions necessary or convenient for the operation of the LC.
4.2 Distributions of Cash. The Member may distribute to the Member,annually or more
frequently,cash and non-cash assets not required for LC operations or reserves.
4.3 Property of LC. All property owned by the LC shall be owned by the LC as an entity and,
insofar as permitted by applicable law,no Member shall have any ownership interest in any
LC property in its individual name or right,and each Member's Membership Interest shall be
personal property for all purposes.
ARTICLE V
DISSOLUTION
5.1 Events of Dissolution. Subject to the restrictions contained in Section'2.2 above, the LC shall
dissolve only upon the first to occur.of:
(a) Election of Member. The written election of the Member to dissolve the LC;or
(b) Disnorition of Assets. The sale, transfer,or other disposition of substantially all of the
non-cash assets of the LC.
5.2 Winding Up. Upon the dissolution of the LC,the Member,or a person designated by it,shall
wind up the affairs of the LC. The Member(or its designee)shall determine the time,
manner and terms of any sale or sales of LC property pursuant to such winding up, having due
regard to the activity and the condition of the LC and relevant market and economic
conditions.
5.3 Certificate of Cancellation. Upon completion of the winding up of the LC,the LC shall
terminate and a Certificate of Cancellation shall be filed with the Virginia State Corporation
Commission,together with any other documents required to effectuate the termination.
2
NIS
5.4 Effect of Bankruptcy.Death or Incompetency of a Member. The bankruptcy,death,
dissolution,liquidation, termination or adjudication of incompetency of a Member shall not
cause the termination or dissolution of the LC and the business of the LC shall continue.
Upon any such occurrence, the trustee,receiver,personal representative,executor,
administrator,committee,guardian or conservator of such Member shall have all the rights of
such Member for the purpose of settling or managing its estate or property,subject to
satisfying conditions precedent to the admission of such assignee as a substitute Member. The
transfer by such trustee, receiver,executor,administrator,committee,guardian or conservator
of any membership interest in the LC shall be subject to all of the restrictions,hereunder to
which such transfer would have been subject if such transfer had been made by such bankrupt,
deceased,dissolved,liquidated, terminated or incompetent Member. The foregoing shall
apply to the extent permitted by applicable law.
ARTICLE VI
ADMINISTRATIVE PROVISIONS
6.1 Offices. The initial principal office,registered office,and registered agent shall be as set forth
in the Articles of Organization. The Member may change the principal office, the registered
office or the registered agent at any time.
6.2 Information and Records. The Member shall keep full and accurate books of account,
records and supporting documents at the principal office of the LC.
6.3 Additional Administrative Provisions. The LC shall:
(a) maintain books,records and bank accounts separate from those of any other person;
(b) maintain its assets in such a manner that it is not costly or difficult to segregate,identify
or ascertain such assets;
(c) hold regular meetings,as appropriate, to conduct business of the LC,and observe all
customary organizational and operational formalities;
(d) hold itself out to creditors and the public as a legal entity separate and distinct from any
other entity;
(e) prepare separate tax returns and financial statements,or if part of a consolidated group,
then it will be shown as a separate member of such group;
(f) allocate and charge fairly and reasonably any common employee or overhead shared
with affiliates;
(g) transact all business with affiliates on an arm's-length basis and pursuant to enforceable
agreements;
(h) conduct business in its own name and use separate stationery,invoices and checks;
3
(i) not commingle its assets or funds with those of any other person;
(j) not assume,guarantee or pay the debts or obligations of any other person;
(k) correct any known misunderstanding as to its separate identity;
(I) not permit any affiliate to guarantee or pay its obligations (other than limited guarantees
set forth in Mortgage or related documents);and
(m)not make loans or advances to any other person except for tenant up-fit allowances
made in the normal course of business.
ARTICLE VII
MISCELLANEOUS
7.1 Amendment,. This Agreement may be amended only by the written consent of the sole
Member.
7.2 Definitions, Unless the context otherwise requires,the terms used in this Agreement shall
have the same definitions set forth in the Act
7.3 Governing Law. This Agreement shall be governed by the Act and other applicable laws of
the Commonwealth of Virginia,without giving effect to its conflicts of laws rules.
IN WITNESS WHEREOF,the Member and the LC have executed this Agreement on
the clay and date indicated above.
John'.Nunley
B P`OPERTIES LC
lbws,
by:
John tj Nunley
Sole /ember
4
EXHIBIT A TO THE OPERATING AGREEMENT
OF
B PROPERTIES LC
MEMBERS UST
Name and Business Capital Contribution
Address of Member (Amount and Description) Percentage Interest
John G. Nunley $100.00 100%
P.O. Box 7627
2070 Seminole Trail
Charlottesville,VA 22906
•
5
EXHIBIT B TO THE OPERATING AGREEMENT
OF
B PROPERTIES LC
a. All that certain lot or parcel of land, containing 2.244 acres, with improvements thereon,
situated on the west side of U.S. Route 29, a short distance north of the City of
Charlottesville, in Albemarle County,Virginia,further described by metes and bounds on a
plat prepared by B. Aubrey Huffman, Engineer, dated August 7, 1957, of record in the
Clerk's Office of the Circuit Court of Albemarle County,Virginia,in Deed Book 334,page
108; BEING the same property conveyed to the Grantors by deed of The Foxbrook
Corporation, a Virginia corporation, dated August 29, 1967, and recorded in said Clerk's
Office in Deed Book 434,page 46;
b. All that certain lot or parcel of land, containing 2.81 acres, more or less with the
improvements thereon fronting on the western boundary of the right of way of U.S. Route
29 North, being described on plat of William S. Roudabush,Jr. & Associates, Certified
Land Surveyors, dated September 1, 1970, and recorded in said Clerk's Office in Deed
Book 479, page 442; BEING the same property conveyed to the Grantors by deed of
Charlottesville Realty Corporation, a corporation existing under the laws of Virginia,dated
October 29, 1970,and recorded in said Clerk's Office in Deed Book 479,page 440;
c. All that certain lot or parcel of land, containing 0.02 of an acre, adjoining lands of said
Grantors, situated north of Charlottesville, in Albemarle County, Virginia, further
described by metes and bounds, designated Parcel "D" on plat prepared by Roudabush
and Gloeckner, dated July 4, 1973,and recorded in said Clerk's Office in Deed Book 532,
page 519; BEING the same property conveyed to the Grantors by deed of Minnie V.
Lyon, a widow, dated July 10, 1973, and recorded in said Clerk's Office in Deed Book
532,page 517;
d. All that certain lot or parcel of land with improvements thereon and appurtenances thereto
belonging in the County of Albemarle, Virginia, containing .53 acre, more particularly
described on a plat of O.R.Randolph,Engineer,datedJune 22, 1955,and recorded in said
Clerk's Office in Deed Book 317,page 439, together with a non-exclusive right of way for
use in conjunction with others over the road in front of the subject property to U.S. Route
29, subject to the terms for maintenance contained in a deed from J.N. Lyon and Minnie
V. Lyon, husband and wife, to Phyllis G. Case, dated July 1, 1955 ofrecord in the said
Clerk's Office in Deed Book 317, page 439; BEING the same property conveyed to the
Grantors deed dated September 9, 1983, of Virginia Dare Martin, Trustee of the Nora
Dell land Trust,a Virginia Land Trust(dated April 21, 1977),and recorded in said Clerk's
Office in Deed Book 776,page 676;
e. All that certain tract or parcel of land fronting on U.S. Route 29 in Albemarle County,
Virginia, and more particularly described as containing 5.934 acres on plat of W.S.
Roudabush, Inc., dated August 29, 1984, revised August 31, 1984, and recorded in said
Clerk's Office in Deed Book 813, page 370, also conveyed as appurtenances to said
property are the right of way for ingress and egress over the forty foot roadway as shown on
6
said plat and the right of way along the rear of the property as recorded in Deed Book 243,
page 383; BEING the same property conveyed to the Grantors by deed of Bernard T.
Clayton and Janet H. Clayton, husband and wife,dated August 29, 1984, and recorded in
said Clerk's Office in Deed Book 813,page 368;
f. All that certain lot or parcel of land situated in the Charlottesville Magisterial District of
Albemarle County, Virginia, northwest of U.S. Route 29 and designated as Parcel "X"
containing 0.822 acres, more or less, on plat made by William S. Roudabush, Inc. dated
August 15, 1984, entitled "Plat Showing a Survey of Parcel 'X' a Portion of Parcel 68C,
Tax Map 45, to be Added to Parcel 68C(1), Tax Map 45, Charlottesville District,
Albemarle County, Virginia, recorded in said Clerk's Office in Deed Book 815, page 79;
BEING the same property conveyed to the Grantors by deed of Charlottesville Realty
Corporation, a Virginia corporation, dated September 4, 1984, and recorded in said
Clerk's Office in Deed Book 815,page 77;
g. All that certain parcel of land containing 2,637.44 square feet,and designated as Parcel"Z"
on that certain plat of Thomas B. Lincoln Land Surveyor, Inc., dated January 17, 1994,
and recorded in said Clerk's Office in Deed Book 1380, page 490. Reference is made to
said plat for a more particular description of the land conveyed herein; BEING the same
property conveyed to the Grantors by deed of Michael A. Flowers and Lolita M. Flowers,
husband and wife, dated January 17, 1994, and recorded in said Clerk's Office in Deed
Book 1380, page 495;
h. Ail that certain lot or parcel of land situated in Albemarle County,Virginia, and designated
as Parcel "A" containing 1,656.34 square feet, on the plat entitled "Plat Showing Right-of-
Way, Drainage Easements and Access Easement Hereby Dedicated to Public Use. Also
Showing a Waterline Easement Hereby Dedicated to the Rivanna Water and Sewer
Authority and Showing Parcel A, Being a Portion of the Property Belonging to Gary A.
Howie as Recorded in D.B. 1280, Pg. 636 Located on an Extension of Berkmar Drive
Charlottesville Magisterial District Albemarle County, Virginia", recorded in said Clerk's
Office in Deed Book 1448,page 278;BEING the same property conveyed to the Grantors
by deed of Gary A. Howie, dated September 7, 1994, and recorded in said Clerk's Office
in Deed Book 1448,page 276;and
i. That certain parcel of land containing 4,691.21 square feet, and designated as Parcel "Y"
on that certain plat of Thomas B. Lincoln Land Surveyor, Inc., dated September 17, 1994,
and recorded in said Clerk's Office in Deed Book 1380, page 490. Reference is made to
said plat for a more particular description of the land conveyed herein.
7