HomeMy WebLinkAboutZMA201600023 Ownership Documents Zoning Map Amendment 2018-02-16 This document was prepared by:
Albemarle County Attorney
County of Albemarle
401 McIntire Road
Charlottesville,Virginia 22902
Tax Map and Parcel 07800-00-00-01400 and 07800-00-00-014E0
This deed is exempt from taxation under Virginia Code§§58.1-811(A)(3).
DEED OF DEDICATION AND EASEMENT
THIS DEED OF EASEMENT is made this 1Oday of Fe.l - y , 16Icg by and
between Umansky Properties TOC LLC, Grantor, and the COUNTY OF ALBEMARLE,
VIRGINIA, a political subdivision of the Commonwealth of Virginia, Grantee.
WITNESS:
WHEREAS, the Grantor is the owner of that certain real property(hereinafter the
"Property") located in Albemarle County, Virginia, more particularly described as follows:
That certain real property designated as "Umansky Toyota"to be dedicated to public use,
shown on the plat of Commonwealth Land Surveying, LLC, dated September 28, 2017,
last revised February 6,2018, entitled"New SWM Forest and Open Space"and"SWM
Facility Easement", a copy of which is attached hereto to be recorded with this deed
(hereinafter, the "Easement" and the "Plat"). Reference is made to the Plat for a more
particular description of the easement conveyed herein.
WHEREAS,the Property is described further as a portion of that certain lot or parcel of land
situated in the Rivanna Magisterial District of the County of Albemarle, Virginia, described as
Albemarle County Tax Map Parcel 07800-00-00-01400 and 07800-00-00-014E0, as recorded in
the Clerk's Office of the Circuit Court of Albemarle County, Virginia, in Deed Book 2009,page
164, hereinafter called the "Property"; and
WHEREAS,the Grantor and the Board of Supervisors of Albemarle County, Virginia have
entered into an agreement entitled"Agreement to Maintain Stormwater Management Facilities
and Other Techniques"(hereinafter,the "Maintenance Agreement"), recorded in the Clerk's
Office in Deed Book 4985, page 412, in which the Grantor has agreed to construct and maintain
on-site stormwater management/BMP facilities; and
WHEREAS,the Maintenance Agreement provides in part that the Grantor gives permission
to the County, including its authorized agents and employees, to enter upon the Property and to
inspect the stormwater management/BMP facilities whenever the County deems necessary; and
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the Maintenance Agreement also provides in part that, in the event the Grantor, its successors and
assigns, fails to maintain the stormwater management/BMP facilities in good condition
acceptable to the County,the County may enter upon the Property and take whatever steps
necessary to repair or otherwise maintain the facilities and to otherwise correct deficiencies.
WHEREAS, it is the desire and intent of the Grantor to dedicate, grant and convey an
Easement for public use in accordance with this Deed of Dedication and Easement.
NOW,THEREFORE, in consideration of the premises and TEN DOLLARS ($10.00), cash
in hand paid, and other good and valuable consideration,the receipt of which is hereby
acknowledged, the Grantor does hereby GRANT, CONVEY, and DEDICATE to public use with
GENERAL WARRANTY and ENGLISH COVENANTS OF TITLE unto the Grantee, its
successors and assigns, a perpetual easement as shown on the Plat and as referred to herein as the
Easement.
The Easement shall be subject to the following:
1. Right of ingress and egress. The Grantee and its authorized agents and employees shall
have the right and easement of ingress and egress over the Property to perform all acts to which
the parties have agreed it may perform under the Maintenance Agreement.
2. Ownership of the facilities. The stormwater management/BMP facilities required to be
constructed and maintained by the Grantor under the Maintenance Agreement shall be and
remain the property of the Grantor. This Deed of Dedication and Easement shall not be construed
to be an assumption of ownership or control by the Grantee over the stormwater management/
BMP facilities subject to the Maintenance Agreement.
3. No obligation on Grantee to inspect or maintain. This Deed of Dedication and Easement
shall not be construed as imposing an obligation on the Grantee to repair or otherwise maintain
the stormwater management/BMP facilities subject to the Maintenance Agreement.
4. Grantee's right to assign. The Grantee shall have the right to assign this Easement as its
interests may require.
5. Binding effect. The Easement and the rights and obligations established herein shall run
with the land in perpetuity, and shall be binding upon the Grantor, the Grantee, and their
successors and assigns. All references herein to the"Grantor" and the"Grantee" include their
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respective successors and assigns. All references to the "Grantee,"when exercising any right or
obligation herein, includes the Grantee's officers, employees and agents.
6. Termination of Easement. If the Grantor, or its successors or assigns, desires to alter or
vacate a portion or all of the easement(s),the Easement may be adjusted accordingly if the
County Engineer certified in writing that the proposed modifications meet requirements of
9VAC25-870 et seq. and Chapter 17 of the Albemarle County Code, as the regulations may be
amended in the fixture. In addition to meeting these requirements, the Grantor shall mitigate for
any loss of nutrient credit reductions provided in the stormwater calculations for the Property
described in the Maintenance Agreement as a result of such alteration or vacation. Upon
termination of any portion of the Easement(s), any reside of the Easement shall remain subject to
this Deed of Dedication and Easement:The termination of any portion of the Easement(s) shall
be recorded, at the sole expense of the Grantor, in the Circuit Court of Albemarle County upon
approval of the Albemarle County Attorney.
The Grantee, acting by and through its County Executive, duly authorized by resolution
adopted by the Board of Supervisors of the County of Albemarle, Virginia, accepts the
conveyance of this property pursuant to Virginia Code § 15.2-1803, as evidenced by the County
Executive's signature hereto and the recordation of this Deed.
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WITNESS the following signatures.
GRANTOR: UMANSKY PROPERTIES TOC,LLC
Danny Umansky
Manager
' COMMONWEALTH OF VIRGINIA
CITY/COUNTY OF Qs-ire cn e •
The foregoing instrument was acknowledged before me this 13 'day of reb{uo ,
2535.by Dant-4 l Ima1cY6' , Grantor. U
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Notary Public
My Commission Expires: \'3S b0010
Registration number: 34'-1 b31
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GRANTEE: CO TY OF ALBEMARLE, VIRGINIA
J ey B. Richardson
County Executive
COMMONWEALTH OF VIRGINIA
CITY OF CHARLOTTESVILLE:
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The foregoing instrument was acknowledged before me this/6 day of r'anory ,
ao l$l 'by Jeffrey B. Richardson, County Executive, on behalf of the County of Albemarle,
Virginia, Grantee.
Notary Public
My Commission Expires u.K� 3o anal
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Registration number: 4513 9 9 `� �a`�P: •.�• •;
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.
LIMITED LIABILITY COMPANY AGREEMENT
OF
UMANSKY TOC, LLC
June 12,2017
4 4'
Table of Contents
Page
ARTICLE 1. DEFINITIONS
L1 Agreement 1
1.2 Available Cash 1
1:3 Capital Contribution 1
1.4 Company 1
1.5 Members 1
1.6 Member Interest - 2
1.7 Person 2
ARTICLE 2. GENERAL
2.1 Registered Office and Agent, 2
2.2 Character of Business of Company
2.3 Term 2
ARTICLE 3. CAPITAL
3.1 Capital Contributions - 2
ARTICLE 4. DISTRIBUTIONS
4.1 Distributions 7
ARTICLE 5. TAX CHARACTERIZATION AND RETURNS
5.1 Tax Characterization and Returns 3
ARTICLE 6. MEMBER MANAGEMENT OF COMPANY
6.1 Member Managed 3
6.2 Delegation of Management to Officers 3
6.3 Informal Action by the Member 4
ARTICLE 7. INDEMNIFICATION
7.1 Indemnification of the Members and Officers 4
7.2 Prepayment of Expenses 4
7.3 Claims 4
7.4 Nonexclusivity of Rights 4
7.5 Insurance 4
7.6 Amendment or Repeal 5
ARTICLE,8. DISSOLUTION OF THE COMPANY
8.1 Events of Dissolution 5
8.2 Winding Up 5
ARTICLE 9. NOTICES AND ADDRESSES,
9.1 Manner of Notices 5
ARTICLE 10. MISCELLANEOUS
10.1 Amendments 6
10.2 Sevetability 6
10.3 Construction 6
10.4 Entire Agreement 6
LIMITED LIABILITY COMPANY AGREEMENT
OF
UMANSKY TOC,LLC
THIS LIMITED LIABILITY COMPANY AGREEMENT of UMANSKY TOC, LLC is
made as of the 12th day of June, 2017, by Umansky Automotive Holding, TOC, LLC (the
"Member"),and UMANSKY TO,C,LLC,a Delaware limited liability company(the"Company").
RECITALS:
WHEREAS, the Member wishes to 'form a limited liability company pursuant to the
Delaware Limited Liability Company Act,as codified at Delaware Code Annotated, Section 6-18-
101 through 6-18-111 et seq., as amended from time to time (the "Act") by filing the Certificate
of Formation of the Company with the office of the Secretary of State of the State of Delaware
and by entering into this Agreement.
NOW, THEREFORE, in consideration of the agreements and obligations set forth herein;
the Member and the Company agree as follows:
ARTICLE I.
DEFINITIONS
As used in this Agreement, the following underlined terms shall have the following
meanings:
1.1 Agreement. This Limited Liability Company Agreement, including any
instruments incorporated by reference, as amended from time to time.
1.2 Available Cash. As of any date,the cash of the Company as of such date less such
portion thereof as the Member determines to reserve for Company expenses, debt payments,
capital improvements,replacements and contingencies.
1.3 Capital.Contribution. With respect to the Member, the amount of money and the
initial gross asset value of any property (other than money) contributed to the Company with
respect to the Member Interest held by the Member.
1.4 Company. UMANSKY TOC, LLC,'a Delaware limited liability company.
1.5 Member. Umansky Automotive Holding TOC, LLC.
1.6 Manager. Danny Umansky
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1.6 Member Interest. As to the Member, its capital account,percentage interest, right
to distributions,,right to profits and losses, right to manage the Company, and any other rights
which such Member has in the Company pursuant to this Agreement or otherwise.
1.7 Person. A natural person or an entity, such as, but not limited to, a corporation,
general partnership,joint venture,limited partnership,trust or business trust.
ARTICLE 2
GENERAL
2.1 Registered Office and Agent. The registered office of the Company in the State of
Delaware and the Company's registered agent for service of process in the State of Delaware shall
be The Corporation Trust Company, 1209 Orange Street,Wilmington,DE, 19801.
2.2 Character of Business of Company. The business of the Company shall be to
accomplish any lawful business whatsoever and to exercise all other powers necessary or
reasonably connected with the Company's business that may be legally exercised by limited
liability companies under the Act or under the laws of any jurisdiction in which the Company may
conduct its business.
2.3 Term. The Company shall continue until the Company is dissolved under Article
8.
ARTICLE 3
CAPITAL
3.1 Capital Contributions. Upon the execution and delivery of this Agreement, the
Member made a Capital Contribution of cash in the amount of One Thousand Dollars($1,000.00).
The Member may make,but shall not be required to make, any additional capital contributions to
the Company.
ARTICLE 4
DISTRIBUTIONS.
4.1 Distributions. Except as otherwise provided in this Agreement, the Company's
Available Cash shall be distributed to the Member at such times and in such amounts as the
Member may determine.
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ARTICLE 5
TAX CHARACTERIZATION AND RETURNS
5.1 Tax.Characterization and Returns.
(a) The Member acknowledges that if and when two or more persons or entities
hold equity interests in the Company for federal income tax purposes (i),it is the intention of the
Company to be treated as a"partnership"for federal and all relevant state tax purposes and (ii)the
company will be treated as a"partnership"for federal and all relevant state tax purposes and shall
make all available elections to be so treated. Until such time, however, it is,the intention of the
Member that the Company be disregarded for federal and all relevant state tax purposes and that
the activities of the Company be Deemed to be activities of the Member for such purposes. All
provisions of the.Company's Certificate of Formation and this Agreement are to be construed so
as to preserve that tax status under those certain circumstances.
(b) In the event that the Company is treated as a partnership for tax purposes in
accordance with Section 5.1 hereof,then within ninety (90) days after the end of each fiscal year
or whenever reasonably practical,the Company will cause to be delivered to each person who was
a Member at any time during such fiscal year a Form K-1 and such other information, if any,with
respect to the Company as may be necessary for the preparation of each Member's federal, state;,
or local income,tax (or information)returns, including a statement showing each Member's share
of income, gain or loss, and credits for the fiscal year.
ARTICLE 6
MANAGEMENT OF COMPANY
6.1 Management. The management of the business and affairs to the Company shall
be vested exclusively in the Manager. The Manager is authorized and empowered to direct,
manage and control the business of the Company and shall have full and complete authority,
power and,discretion to manage and control the business, affairs and properties of the Company,.
to make all decisions regarding those matters and to perform any and all other acts or activities
which the Member deems necessary;useful or appropriate for the management and conduct of the
Company's business and affairs, including the execution and delivery of any and all instruments,
certificates, documents,and agreements in connection with the Company's business.
6.2 Delegation of Management to Officers. The Manager may delegate management
authority of the Company to Officers of the Company appointed,by the Member. Each Officer
shall hold office until his successor shall have been duly elected and shall have been qualified in
accordance with the terms of this Agreement or until his death or until he shall resign or shall have
been removed in the manner hereinafter provided. An Officer serves at the pleasure of the
Manager, who may remove an Officer at any time with or without cause and who may eliminate
any Officer position at any time. The removal of an Officer is without prejudice to the contractual
rights of the Officer, if any. Any Officer may resign at any time and for any reason. In the event
of a vacancy in any office because of death, resignation or removal, the Manager may elect a
successor to:such office.
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6.3 Informal Action by the Member or Manager. Any action required to be taken at a
meeting, or any other action which may be taken at a meeting,may be taken without a meeting if
the Member so chooses to take such action without a meeting.
6.4 Election of the Manager. The Manager shall be elected by the Member. The initial
Manager is Danny •Umansky. A Manager may be removed at any time by the Member. Any
vacancy shall be filled by the member.
ARTICLE 7
INDEMNIFICATION
7.1 Indemnification of the Members and Officers. Unless otherwise provided in this
Article 7,the Company shall,indemnify,:save harmless, and pay all judgments and claims against
any Member or Officer("Indemnified Party")relating to any liability or damage incurred by reason
of any act performed or omitted to be performed by any Member or Officer in connection with the
business of the Company,including reasonable attorneys' fees incurred by the Member or Officer
in connection with the defense of any action based on any such act or omission,which attorneys'
fees may be paid as incurred'. Unless otherwise provided in this Article 7, in the event of any
action by the Member against any Officer, including a derivative suit, the Company shall
indemnify, save harmless, and pay all expenses of such Officer, including reasonable attorneys'
fees incurred in the defense of such action. Notwithstanding the provisions of this Article 7,this
Section shall be enforced only to the maximum extent permitted by law, and no Officer shall be
indemnified from any liability for the fraud,,intentional misconduct,gross negligence or a knowing
violation of the law which was material to the cause of action.
7.2 Prepayment of Expenses. The Company may, in its discretion, pay the expenses
(including attorneys' fees) incurred by such Indemnified Party in defending any such proceeding
in advance of its final disposition, provided that such advance payment shall be made only upon
receipt of an undertaking, by or on behalf of such Indemnified Party, to repay all amounts so
advanced if it shall ultimately be determined that such Indemnified Party is not entitled to be
indemnified under this Article 7 or otherwise.
7.3 Claims. If a claim for indemnification or payment of expenses under this Article 7
is not paid in full by the Company within thirty (30) days after a written claim has been received
by the Company,the claimant may at any time thereafter bring suit against the Company to recover
the unpaid amount of the claim and,if successful in whole or in part,the claimant shall be entitled
to be paid also the expenses (including attorneys' fees) of prosecuting such claim.
7.4. Nonexclusivity of Rights. The rights conferred on any person by this Article 7 shall
not be exclusive of any other rights which such person may have or hereafter acquire under any
statute,this Agreement or any other agreement, by the Member or otherwise.
7.5 Insurance. The Company may maintain insurance, at its expense, to protect itself
and the Member or any employee, or agent of the Company against any such expense, liability or
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loss,whether or not the Company would have the power to indemnify such person against expense,
liability or loss under applicable law.
7.6 Amendment or Repeal. Any repeal or modification of this Article 7 by the Member
shall not adversely affect any right or protection of an Indemnified Party existing at the time of
such repeal or modification.
ARTICLE 8
DISSOLUTION OF THE COMPANY
8.1 Events of Dissolution. The Company shall be dissolved and terminated upon the
earliest to occur of the following events of dissolution:
(a) The entry of a decree of judicial dissolution under the Act;
(b) The consent of the Member;and
(c) Any other event required by the Act.
8.2 Winding Up. If any of the events set forth in Section 8.1 hereof occur, then the
Company shall be dissolved and any assets shall be applied in the following order of priority:
(a) To payment of the debts and liabilities of the Company (other than to the
Member) in the order of priority provided by law;.
(b) To the establishment of reserves which are reasonably necessary, for any
contingent or unforeseen liabilities or obligations of the Company;
(c) To the payment of debts and liabilities of the Company to the Member; and
(d) The remaining assets shall be distributed to the Member.
ARTICLE 9
NOTICES AND ADDRESSES
9.1 Manner of Notices. All notices or other communications given or made under this
Agreement shall be in writing and, whether addressed to the Company or the Member;to:
Danny Umansky, Trustee of The Danny Umansky Revocable Living Trust
2611 Ridgeway Road, Memphis, Tennessee 38119
(901) 312-6191
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ARTICLE 10
MISCELLANEOUS
10.1 Amendments. This Agreement shall be amended only with the written consent of
the parties hereto.
10.2 Sevetability. If any portion of this Agreement is declared by a court of competent
jurisdiction to be void and unenforceable, such portion shall be deemed severed from this
Agreement and the balance of this Agreement shall remain in effect.
10.3 Construction. This Agreement shall be interpreted, construed and enforced in
accordance with the laws of the State of Delaware.
10.4 Entire Agreement. This Agreement, together with any instruments incorporated
into.this Agreement by reference, constitutes the entire agreement with respect to this Company.
[Remainder:of Page Intentionally,Left Blank; Execution Page Follow(s)]
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IN WITNESS WHEREOF,this instrument has been executed by and on behalf of the
parties hereto as of the date first written above.
MEMBER:
UMANSKY AUTOMOTIVE HOLDING TOC,
LLC
Danny Umansky, Trustee of The Danny Umansky
Revocable Living Trust
COMPANY:
UMANSKY TOC,LLC
By:
Danny Umansky,Manager
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•
' State of Delaware
Secretary of State
Division of Corporations
Delivered 11:43 AM 06/13/2017
FILED 11:43 AM 06/13/2017
STATE OF DELAWARE SR 20174721/66 - Ile Number 6444962
CERTIFICATE OF FORMATION '
OF LIMITED LIABILITY COMPANY
The undersigned authorized person,desiring to form a limited liability company pursuant
to the Limited Liability Company Act of the State of Delaware,hereby certifies as
follows:
1. The name of the limited liability company is
Umansky'TOC,.LLC
2. The Registered Office of the limited liability company in the State of Delaware is
located.at 160 Greentree Drive,Suite 101 (street),
in the City of Dover _ ,Zip Code 19904 .. . The
name of the Registered Agent at such address upon whom process against this limited.
liability company may be served is National Registered Agents Inc.
By: —
Authorized Person
Name:Danny Urnansky
Print or Type
e y
Delaware 17) ge1
The First State
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWJAItE, DO HEREBY CERTIFY THE ATTACHED IS' A TRUE AND CORRECT
COPY ioFITHE CERTIFICATE OF 'FORMATION OF ^UMANSKY 'TOC,. ZLC",
FILED IN THIS OFFICE ON THE THIRTEENTH DAY' OF DUNE, A.D. 2017,
.AT 12:43 O'CLOCK A.M.
stirs �Fo Jenny W,OWbco.`J emery o1 Melt
tQpp �uln 11M1 111 p0q 6444962 8100 c f wn:�� Authentication: 202704312
Rii S 20174721766 Date:06-1347
You may verify this certificate online at corp:delaware.gov/authvershtml
ACTION BY WRITTEN CONSENT
OF THE MANAGER OF
UMANSKY TOC,LLC
The undersigned, being the manager (the "Manager') of Umansky TOC, LLC, a DE
limited liability company (the "Company"), does,,hereby adopt the following resolutions by
written consent pursuant to the DE Limited Liability Company Act.
WHEREAS,the sole member of Umansky TOG,LLC is Umansky Automotive Holding
TOC:LLC
WHEREAS,the Manager has determined that it is advisable and in the best interests of
the Company and its members to appoint Danny Umansky as Chief Executive Officer of the
Company; and
WHEREAS,the Manager has determined that is,advisable and in the best interests of the
Company to appoint Daniel R.Woodlief as Chief Financial Officer of the Company.
NOW, THEREFORE, BE. IT HEREBY RESOLVED that the sole member of
Umansky TOC,LLC is Umansky Automotive Holding TOC,LLC:
NOW, THEREFORE, BE IT HEREBY RESOLVED, that; effective immediately,
Danny Umansky is hereby appointed and shall serve as the Chief Executive Officer of the
Company to serve at the discretion of the Manager until his successor has been duly elected and
qualified;and
BE IT FURTHER RESOLVED. that, effective immediately, Daniel It Woodlief is
hereby appointed and shall serve as the Chief Financial Officer of the Company to serve at the
discretion of the Manager until his successor has been duly elected and qualified.
IN. WITNESS WHFREOF, this instrument has been executed to be effective as of the
day of ikll.h.P, 2017.
MANAGER:
Danny Umansky