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HomeMy WebLinkAboutSDP201800066 Correspondence 2019-05-23 Christopher Perez From: Tracy Reinholt <Tracy.Reinholt@washingtonprime.com> Sent: Thursday, May 23, 2019 5:02 PM To: Christopher Perez Cc: Jack DeGagne; Michele Wright; Betsy Waterman Subject: Charlottesville,VA&Authorization to Sign re SRC 10/18_SDP101800066 Longhorn Steakhouse Attachments: Charlottesville Cert of Incumbency 2019-05-23.pdf Good afternoon Mr. Perez, Pursuant to your request to Darden, please find attached a Certificate of Incumbency certifying the authorization by the Owner(pursuant to Annex A to the Certificate)for Darden to act on the Owner's behalf. If you have any further concerns or questions, please do not hesitate to contact me. Kindest regards, Tracy TRACY L. REINHOLT Sr. Corporate and Real Estate Paralegal WASHINGTON PRIME GROUP 111 Monument Circle, Suite 3500 Indianapolis, IN 46204 Direct Dial:317.986.8574 Mobile: 317.294.2365 CONFIDENTIAL,PROTECTED AND NON-BINDING STATEMENT:This email and all other electronic communications from Washington Prime Group,or any of its affiliates and their respective representatives are for informational purposes only and contains information that may be confidential,be protected by the attorney-client or other applicable privileges or constitute non-public information.No such communication is intended by the sender to constitute an electronic signature,electronic record or any agreement by the sender to conduct a transaction by electronic means.The parties do not intend to be bound by this communication or any agreement until both agree to,sign and exchange signature pages to a formal written contract,and neither party may reasonably rely on any promises inconsistent with this paragraph.All pages included in this email are intended for the use of the party to whom it is addressed,and may contain information that is privileged,confidential and exempt from disclosure under applicable law. If the reader of this email is not the intended recipient,any use,dissemination,distribution or reproduction of this communication is strictly prohibited and may be unlawful.If you have received this message in error,please notify the sender immediately by email reply and please delete this message from your computer and destroy any copies. 1 CERTIFICATE OF INCUMBENCY OF WASHINGTON PRIME GROUP INC. The undersigned, the Corporate Secretary of Washington Prime Group Inc., an Indiana corporation (the "Corporation") hereby certifies: 1. I am the acting Executive Vice President,General Counsel and Corporate Secretary of the Corporation. 2. The Corporation is the sole general partner of Washington Prime Group, L.P., an Indiana limited partnership ("WPG LP"), which is the sole member of Charlottesville fashion Square, LLC, a Delaware limited liability company(the "Owner"). 3. That the Owner is the ground lessee of the real property and owner of the improvements comprising that certain shopping center known as Charlottesville Fashion Square located in Charlottesville, Virginia (the "Property"), which includes parcel nos. 6100-00-00-13100, 6100-00-00- 131A0, 6100-00-00-13200, and 6100-00-00-13300 pursuant to that certain Assignment and Assumption of Ground Lease recorded in Albemarle County,VA under Book 4475 Page 19-27, File No.2014-00002782 on April 1, 2014 attached hereto as Annex A. 4. The following named individuals are duly appointed, qualified and acting in the capacity set forth opposite his or her name and are hereby designed as Authorized Representatives of the Owner. Name Title Louis G.Conforti Chief Executive Officer Mark E. Yale Executive Vice President and Chief Financial Officer Robert P. Demchak Executive Vice President, General Counsel and Corporate Secretary Melissa A. Indest Executive Vice President, Finance and Chief Accounting Officer Joshua Lindimore Senior Vice President, Head of Leasing Pagle M. Helterbrand Senior Vice President, Human Resources Stephen G. Gerber Senior Vice President, Head of Property Management 5. The Owner hereby authorizes Jack DeGagne, Site Development Manager of Darden, Inc. located at 1000 Darden Center Drive, Orlando, Florida 32837, to act as agent for the Owner for all municipal processing/permitting for the proposed Longhorn Steakhouse Restaurant project, located on an out-lot that Property. This authorization is for proposed improvements within the proposed leased premises at the Property. Certified and dated as of the 23rd day of May, 2019. sc)-1 Robert P. Demchak, Corporate Secretary , ANNEX A /1„, Instrument Control Number LI02782 Commonwealth of Virginia • Land Record Instruments I0111111. 1111111111111111,11111111111111111111111 Cover Sheet - Form A Doc ID: 032860420009 Type: DEE Recorded: 04/01/2014 at 02:31:55 PM Fee Amt: $21.00 Page 1 of 9 Albemarle County, VA IILS Cover Sheet Agent Online Version 2.3.1.27 Debra M. Shipp Ciruit Clerk File# 2014-00002782 T C Date of Instrument [03/27/2014 ] BK 4 4 7 5 PG 19-2 7 A 0 Instrument Type [ASGMT ] X R P Number of Parcels [4 ] E X Number of Pages [6 ]E (Box for Deed Stamp Only) M city❑ county® [Albemarle County ] P .1._ First and Second Grantors Last Name First Name Middle Name Suffix ON[Shopping Center AssociatesI D D[ ] [ ] [ l [ l First and Second Grantees I Last Name I First Name ] Middle Name I Suffix i I [Charlottesville Fashion Square, LLC I [ ] . DO[ ] [ ] [ ] [ l Grantee Address (Name) [Charlottesville Fashion Square, LLC • (Address 1) [225 West Washington Street ] . (Address 2) [ ] (City,State,Zip) [ Indianapolis ] [ IN ] [46204 ] Consideration [0.00 ] Existing Debt [0.00 ] Assumption Balance [0.00 ] • Prior Instr.Recorded at:City❑ County® [Albemarle County Percent.in this Juris.(%)[100 ] Book[ 1536 ] Page [254 ] Instr.No[ ] • Parcel identification No(PIN) [06100-00-00-13100 ] Tax Map Num.(if different than PIN) [ ] Short Property Description [Parcel C ] Current Property Addr(Address 1) [ 1636 Rio Rd E ] (Address 2) [ ] (City,State,Zip) [Albemarle County ] [VA ] [ ] Instrument Prepared by [Outside of VA ] • Recording Paid for by [First American Title Ins Co ] Return Recording to(Name) [ First American Title Insurance Company ] (Address 1) [4401 Waterfront Drive, Ste 100 ] (Address 2) [ ] (City,State,Zip) [Glen Allen ] [VA ] [23060 ] Customer Case ID [646498 2 ] [ ] [CS 860175 ] ,451{{ :�� :�� rP ti r i 1:1,41.14 !� c '� i .. ,Ir !Pt' 4 . ! 'i . A . , 11 . , .6d. 1. 4 7)7 4 , I , I i Cover Sheet Page#1 of 3 I ' f � j� t �� ' A I Instrument Control Number 002182 Commonwealth of Virginia Land Record Instruments Cover.Sheet - Form C [ILS Cover Sheet Agent Online Version 2.3.1.27 I T G G C Date of Instrument [03/27/2014 ] A R R 0 Instrument Type [ASGMT ] XAAR N N P Number of Parcels [4 ] E T T X 0 E Number of Pages [6 ] ERE (Box for Deed Stamp Only) M city❑ County►� [Albemarle County ] P I__ Grantors/Grantees/Parcels Continuation Form C Last Name First Name Middle Name Suffix , DODO[ ] [ ] [ ] [ ] C]OOO[ ] [ ] [ ] [ ] DODO[ ] [ ] [ ] [ ] ! 0000[ ] [ ] [ ] [ ] 1 DDDD[ ] [ ] [ I [ ] 000a[ ] I ] [ ] [ ] Prior Instr.Recorded at:City❑ CountyI [Albemarle County percent in this Juris.(%)[100 ] Book[1536 ] Page[254 ]Instr.No[ ] Parcel Identification No(PIN) [06100-00-00-131A0 Tax Map Num.(if different than PIN) [ ]] Short Property Description [Rio Rd E Current Property Addr(Address 1) [1578 Rio Rd E ] t '(Address 2) [ ] (City,State,Zip) [Albemarle County ] [VA ] [ ] i Prior Instr.Recorded at:City 0 County® [Albemarle County percent.in this Juris.(%)[100 ] Book[1536 ] Page[254 ]Instr.No[ ] Parcel Identification No(PIN) [06100-00-00-13200 ] Tax Map Num.(if different than PIN) [ ] Short Property Description [Parcel D ] Current Property Addr(Address 1) [1531 Rio Rd E ] (Address 2) [ ] (City,State,Zip) [Albemarle County ] [VA ] [ [ 1f t r ;lit';„g; 6 +' •''ar ' i t �tl + I 'hil!l:TI:j I' il 41, iti i IP '. 4 ItSi'i ti4''' 4 '�t r 1, f 1' .,1.41. }' I' 7' I 11[. [' r�,; IN r it i .fit Cover Sheet Page#2of3 .1V., ,'(A�1 .I l+41 ..if ii;t. � {lr '�� I. Instrument Control Number Commonwealth of Virginia - Land Record Instruments Cover Sheet - Form C [ILS Cover Sheet Agent Online Version 2.3.1.27 -I T G G C Date of Instrument [03/27/2014 ] A R R a Instrument Type [ASGMT ] XAAR N N P Number of Parcels [4 ] E T T X 0 E Number of Pages [6 ] (Box for Deed Stamp Only) E R E M City❑ County® [Albemarle County ] P Z__` Grantors/Grantees/Parcels Continuation Form C Last Name First Name Middle Name Suffix 1 ❑❑❑❑[ ] [ l [ ] I ] ❑❑❑❑[ ] [ ] [ ] [ ] • ❑❑❑❑[ ] [ ] [ ] I ❑❑❑❑[ ] [ ] [ ] [ ❑ODD[ ] [ l [ ] I ❑❑❑❑[ ] [ ] [ l I ] Prior Instr.Recorded at:City❑ County [Albemarle County Percent. in this Jurls.(%)[ 100 ] Book[ 1536 ] Page[254 ] Instr.No[ ] Parcel Identification No(PIN) [06100-00-00-13300 ] Tax Map Num.(if different than PIN) [ ] Short Property Description [Parcel E ] I ] Current Property Addr(Address 1) [ 1648 Rio Rd E ] (Address 2) [ ] (City,State,Zip) [Albemarle County ] [VA I [ ] Prior Instr.Recorded at: City❑ County© [ Percent.in this Juris.(%)[ ] Book[ ] Page[ ] Instr.No[ ] Parcel Identification No(PIN) [ Tax Map Num.(if different than PIN) [ Short Property Description [ ] [ ] Current Property Addr(Address 1) [ (Address 2) [ (City,State,Zip) [ I [ ] [ Iiii Y L' TtillT ,I k1 IiILA . Cover Sheet Page#3 of 3 PREPARED OUTSIDE OF THE COMMONWEALTH OF VIRGINIA Tax Parcel Nos.: 06100-00-00-13100; 06100-00-00-131A0; 06100-00-00-13200; and 06100-00-00-13330 ASSIGNMENT AND ASSUMPTION OF GROUND LEASE THIS ASSIGNMENT AND ASSUMPTION OF GROUND LEASE ("Agreement") made and entered into as of thisL,' , day of March, 2014, by and between SHOPPING CENTER ASSCOCIATES, a New York general partnership ("Assignor"), to be indexed as grantor, and CHARLOTTESVILLE FASHION SQUARE, LLC, a Delaware limited liability company("Assignee"),to be indexed as grantee. WHEREAS,Ben M. Miller and Elizabeth E. Miller, Percy Montague III and Eleanor M. Montague, Harry F. Langhorne and Elizabeth Abbot Langhorne, and Joseph W. Richmond and Robert M. Musselman, as Trustees under The Greenbriar Corporation Profit Sharing Retirement Trust ("Landlord"), as landlord, and CFS Associates ("CFS"), predecessor in interest to Shopping Center Associates, as tenant, entered into that certain Deed of Lease dated April 13, 1977, evidenced by that certain Memorandum of Lease by and between Landlord and CFS, dated April 13, 1977 and recorded August 30, 1977 in Deed Book 629, Page 477 in the Office of the Clerk of the Circuit Court of Albermarle County, Virginia ("Official Records"), as amended by that certain First Amendment to Deed of Lease by and between Landlord and CFS, dated January 25, 1979, as evidenced by that certain First Amendment to Memorandum of Lease dated January 25, 1979 and recorded April 6, 1979 in Deed Book 668, Page 95 of the Records, as further amended by that certain Second Amendment of Ground Lease by and between Landlord and CFS, dated January 21, 1995, as evidenced by that certain Second Amendment to Memorandum of Lease dated April 29, 1996 and recorded May 2, 1996 in Deed Book 1534, Page 363 of the Records, as assigned by that certain Assignment of Ground Lease by and CFS, and Assignor, dated May 10, 1996 and recorded May 13, 1996 in Deed Book 1536, Page 254 of the Records (collectively, the "Ground Lease") for that certain tract of land more particularly described on Exhibit A (the"Leasehold Estate") and attached hereto; WHEREAS, the parties wish to enter into this Agreement pursuant to which Assignor's interest in the Ground Lease and in the Leasehold Estate are assigned by Assignor to Assignee and are assumed by Assignee pursuant to the terms and conditions hereinafter set forth; Return to: (0ucS ?- First American Title Insurance Co 4401 Waterfront Drive,Suite 100 Glen Alien,Virginia 23060 1 1 NOW, THEREFORE, for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged,Assignor and Assignee hereby agree as follows: 1. Transfer Of Interest In Leasehold Estate And Ground Lease. Effective as of the date hereof, Assignor does hereby assign, sell, convey, transfer, and set over to Assignee all of Assignor's right, title, interest and claim in and to the Ground Lease and to the Leasehold Estate, and all appurtenances thereto, for the remainder of the term thereof. 2. Assumption. Assignee hereby assumes and agrees to promptly perform all terms, conditions, covenants, agreements, duties, responsibilities and obligations of Assignor as "Tenant" pursuant to the Ground Lease that may arise after the date hereof and through the term of the Ground Lease 3. Indemnification. (a) Assignor hereby agrees to indemnify and hold Assignee harmless from and against any loss, cost, expense, damage, claim, action, cause of action, suit or other liability asserted against Assignee resulting or relating to the Ground Lease or to the Leasehold Estate arising up to and including the date hereof. (b) Assignee hereby agrees to indemnify and hold Assignor harmless from and against any loss, cost, expense, damage, claim, action, cause of action, suit or other liability asserted against Assignor resulting or relating to the Ground Lease or to the Leasehold Estate arising after the date hereof. 4. Miscellaneous. This Assignment shall be binding upon and inure to the benefit of Assignor and Assignee and their respective successors and assigns. This Agreement shall be governed by, and construed in accordance with, the laws of Commonwealth of Virginia. (The Remainder of This Page is Intentionally Left Blank) 2 IN WITNESS WHEREOF,this Assignment and Assumption of Ground Lease has been executed by Assignor and Assignee as of the,/'day of March,2014. ASSIGNOR: SHOPPING CENTER ASSOCIATES, a New York general partnership By: CHARLES MALL COMPANY LIMITED PARTNERSHIP,a Maryland limited partnership, its Managing General Partner By: SIMON PROPERTY GROUP (DELAWARE), INC., a Delaware corporation,its general partner By: Name: James M. arkley Title: Secretary and General Counsel ACKNOWLEDGEMENT STATE OF INDIANA ) ) ss.: COUNTY OF MARION ) This instrument was acknowledged before me on the,2.J' -day of March,2014 by James M.Barkley,the Secretary and General Counsel of SIMON PROPERTY GROUP (DELAWARE), INC., a Delaware corporation, general partner of CHARLES MALL COMPANY LIMITED PARTNERSHIP, a Maryland limited partnership, Managing General Partner of SHOPPING CENTER ASSOCIATIES, a New York general partnership, on behalf of said partnership WITNESS my hand and official stamp or seal,this/74-day of March, 2014. 4—c ublic in and for the State of Indiana Printed Name: Dec1 79' My Commission Expires: RYAN DECi(ARD �AY P .; .IYtAIY••: IVIQ�A.�r�V��ty s My Commission Expires � a September 24,2015 (Notary Seal) 3 ASSIGNEE: CHARLOTTESVILLE FASHION SQUARE, LLC, a Delaware limited liability company By: WASHINGTON PRIME GROUP, L.P., an Indiana limited partnership,its sole member By: WASHINGTON PRIME GROUP INC., an Indiana corporation,its general partner By: Name: awes M.Barkl Title: Vice President and Secretary ACKNOWLEDGEMENT STATE OF INDIANA ) ss.: COUNTY OF MARION ) This instrument was acknowledged before me on the day of March,2014 by James M. Barkley, the Vice President and Secretary of WASHINGTON PRIME GROUP INC., an Indiana corporation,general partner of WASHINGTON PRIME GROUP, L.P., an Indiana limited partnership, sole member of CHARLOTTESVILLE FASHION SQUARE, LLC, a Delaware limited liability company, on behalf of said limited liability company WITNESS my hand and official stamp or seal,this1,74-day of March, 2014. 4 _ o Public in and for the State of Indiana Printed Name: My Commission Expires: Ogi,,• RYAN A.DECKaRD :fouav:: Marion County My Commission Expires a ' September 24,2015 (Notary Seal) Exhibit A Legal Description All of those lots or parcels of land located in Albemarle County, Virginia, and more particularly described as follows: All those three certain lots or parcels of land situated in Albemarle County, Virginia, containing in the aggregate 34.242 acres, more particularly described as Parcel C, containing 19.545 acres, Parcel D, containing 12.566 acres, and Parcel E, containing 2.131 acres, on a plat made by E. D. Lewis & Associates P.C., Consulting Engineers, Land Surveyors & Planners, entitled "ALTA/ACSM Land Title Survey Plat Showing 3 Parcels being a portion of Charlottesville Fashion Square, Charlottesville District, Albemarle County, Virginia", dated December 23, 1994, revised January 26, 1995, February 14, 1995 and last revised April 8, 1996, and further described according to said plat as follows: Beginning at a point on the east line of U. S. Route 29, said point being a rod marking the southwest corner of the property belonging to the Jefferson National Bank, thence from said point of beginning S. 44 02'00" E.,260.75 ft. to a rod; thence N. 39 20'25" E., 382.48 ft. to Route No. 631 (Rio Road); thence along Route No. 631 (Rio Road), S. 19 37'06" E., 327.44 ft. to a point; thence northwardly and along a curve to the left, said curve having a central angle of 7 15'22", a radius of 65.00 ft., for a length of 8.23 ft; thence continuing along Route No. 631 (Rio Road), S. 19 37'06" E., 482.87 ft. to a rod; thence along a curve to the left, said curve having a central angle of 10 19'36", and a radius of 863.51 ft., for a length of 155.63 ft. to a point; thence S. 44 09'25" W. and along the line of Central Telephone Company of Virginia (Centel), 333.38 ft. to a point; thence along the west line of CFS Associates, S. 44 09'25" W. 138.00 ft.to a point; thence along the south line of CFS Associates, S. 45 50'20" E. 200.05 ft. to a point; thence along the east line of CFS Associates, N. 44 14'10" E. 138 ft. to a point; thence along the east line of Centel, N. 44 14'10" E., 290.68 ft. to a stone marking the northeast corner of Centel and the south line of Route No. 631 (Rio Road); thence eastwardly along Route No. 631 (Rio Road) and along a curve to the left, said curve having a central angle of 10 21'52", a radius of 493.22 f., a chord bearing of S. 53 06'45" E., for a length of 89.22 ft. to a point; thence along a non-tangent curve to the left, said curve having a central angle of 0 49'00", and a radius of 363.51 ft., for a length of 12.31 ft. to a rod marking the northwest corner of the property belonging to Aldersgate United Methodist Church; thence S. 44 16'40" W., 1,369.13 ft. to a rod; thence N. 35 33'00" W. 192.71 ft. to a point; thence N. 45 48'45" E., 47.05 ft to a point; thence N. 44 11'15" W., 267.00 ft. to a point; thence S. 45 48'45" W., 6.49 ft. to a point; thence N. 35 33'00" W., 271.19 ft. to a point; thence S. 70 23'12" W., 82.73 ft. to a point; thence N. 44 11'15" W., 228.48 ft. to a point; thence S. 45 48'45" W., 343.34 ft. to a point;thence N. 88 46'50" W., 37.02 ft. to a point; thence N. 59 33'20" E., 110.94 ft. to a point; thence N. 45 48'45" E., 26.05 ft. to a point; thence N. 41 40'10" W., 174.50 ft. to a point; thence N. 49 30'10" W., 60.00 ft.to a point; thence N. 74 29'30" W., 62.48 ft. to a point in the eastern margin of U. S. Route 29; thence along said U. S. Route 29, N. 41 01'30" E., 94.90 ft. to a point; thence N. 40 25'20" E., 261.25 ft. to a rod; thence S. 44 11'15" E., 152.32 ft. to a point; thence N. 45 48'45" E., 62.00 ft. to a point; thence S. 44 11'15" 5 . E.,279.00 ft. to a point;thence N. 45 48'45" E., 67.00 ft.to a point;thence S. 89 11'15" E., 73.54 ft. to a point; thence S. 44 11'15" E., 66.84 ft. to a point; thence N. 45 48'45" E., 361.52 ft. to a point; thence N. 44 11'15" W., 29.58 ft. to a point; thence N. 45 48'45" E., 46.46 ft. to a point; thence N. 0 48'45" E., 191.29 ft. to a point; thence N. 45 48'45" E., 159.76 ft. to a point; thence N. 44 11'15" W., 242.02 ft. to a point; thence S. 64 04'31" W., 45.88 ft. to a point; thence N. 25 55'30" W., 94.99 ft. to a point; thence along a curve to the left, said curve having a central angle of 23 39'10" and a radius of 188.24 ft., for a length of 77.71 ft. to a point; thence N. 49 34'40" W., 45.66 ft. to a point on the east line of U. S Route 29;thence along the east line of U. S. Route 29,N. 40 25'20" E., 9.87 ft. to a point;thence N. 36 12'05" E., 100.32 ft. to a point; thence N. 40 25'20" E.,286.03 ft.to the point of beginning and containing 34.242 acres; Note: Plat of survey referenced in the description was not found of record. Less and Except: All those certain parcels or tracts of land situated in Albemarle County, Virginia, lying south of State Route 631 (Rio Road), identified as "Proposed R/W (Dedicated to Public Use)" and containing 0.184 acres, more or less, from Tax Parcel 006100-00-00-13200, and 0.063 acres, more or less, from Tax Map Parcel 006100-00-00-13300, respectively, both as shown on a plat by A. Morton Thomas & Associates, Inc. dated February 25, 2008, attached hereto and to be recorded herewith. The "Proposed R/W(Dedicated to Public Use)" containing 0.063 acres,more or less, is a portion of Albemarle County Tax Map Parcel 06100-00-00-13300, containing 2.13 acres, more or less, as shown on a plat by Lewis and Owens, Inc. dated February 25, 1980, revised January 12, 1981 and recorded in the Clerk's Office of the Circuit Court of the County of Albemarle in Deed Book 729, Page 695, and further described by metes and bounds in Deed Book 697 at Page 510 as Parcel E. Said parcels having been conveyed to the County of Albemarle Virginia, a political subdivision of the Commonwealth of Virginia, by Deed of Dedication from Benjamin M. Miller, Jr., and Patricia M. Nesbit, Surviving Trustees of the Marital Trust under The Ben Minor Miller Revocable Trust Agreement dated May 10, 1001, Percy Montague, III, Harry F. Langhorne, owners and Shopping Center Associates, lessee, dated February 28, 2008 and recorded June 10, 2009 in the aforesaid Clerk's Office in Deed Book 3750,Page 397. RECORDED IN CLERKS OFFICE OF ALBEMARLE ON APRIL 1,2014 at 2:31:55 PM AS REQUIRED BY VA CODE§58.1-802 STATE:50.00 LOCAL:$0.00 LE COUNTY,VA App=1:Atto IPP CIRUIT CLERK 6