HomeMy WebLinkAboutZMA201300010 Ownership Documents Zoning Map Amendment 2013-03-07 i ,4A C-v
Prepared By:
Donald L.Wetherington
Donald L.Wetherington PLC
P.O.Box 678
Fincastle,VA 24090
Telephone:540-473-2220
Title Insurance Unknown
Tax Map N . 400-00-00-04800, 09400-00-00-00800, 09400-00-00-048A0
PURCHASE OPTION
THIS AGREEMENT, dated March 7, 2013, by and between I{.IMCO, L.C.
("Owner"), as Grantor, and BREEZY HILL AT KESWICK LLC ("Breezy Hill"), as
Grantee, with address: 3035 Blandemar Drive, Charlottesville, VA 22903.
Owner irrevocably grants Breezy Hill the right to purchase from Owner certain real
property("Property") upon the terms and conditions set forth in this Agreement.
1. Property. The Property is in Albermarle County, Virginia and consists of
parcels lying on the south side of Richmond Road, near Running Deer Lane, containing A)
6.87 +/- acres, known as Albemarle County TMP 09400-00-00-04800, B) 4.13 +/- acres,
known as Albermarle County TMP 09400-00-00-00800, C) 1.14 +/- acres, known as
Albemarle County TMP 09400-00-00-048A0 D) All other interest, in property
immediately adjoining any of the above referenced property owned by Kimco, L..C.,
including but not limited to, property described as "right of way", being all the property
conveyed to the Seller by quit claim Deed dated June 26, 2008 from Margaret Maupin,
recorded in the Albemarle County Clerk's Office in Deed Book 3614, Page 240.
2. Duration of Option. Until Breezy Hill begins preparation of plans and
drawings for development of Breezy Hill's property adjoining Owner's property, Owner has
the right to continue marketing the Property for sale to third parties, but before accepting an
offer from a third party, Owner will notify Breezy Hill with a copy of the offer, and Breezy
Hill will then have five days within which to exercise its option to purchase hereunder.
Breezy Hill will notify Owner when Breezy Hill's engineer has begun preparation of the
referenced plans and drawings, and Breezy Hill's option to purchase the Property shall then
continue irrevocable by Owner until 5:00 p.m. on the date that is one year from the date
when Owner and Breezy Hill have each delivered a signed and acknowledged original of
this Agreement to the other.
3. Exercise of Option. Breezy Hill has the right to exercise its option by
delivering a notice in writing to Owner to notify that the option has been exercised.
4. _Option Price: Purchase Price; Payment.
(a) For this Agreement, Breezy Hill has paid Owner a fee nd
that amount is not refundable to Breezy Hill.
(b) The purchase price ayable In cash at closing. The
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$5,000 option fee for this Agreement, although nonrefundable, will be applied to the
Purchase Price at Closing.
5. Time of Closing. Closing will be within sixty (60) days following exercise by
Breezy Hill of the option, at a time during banking hours at the office of Breezy Hill's
attorney.
6. Time of Essence. Time is of the essence of this Agreement.
7. Notices. All notices given under this Agreement shall be in writing and
delivered by hand or by established courier service or sent by registered mail or certified
mail, return receipt requested, sufficient postage prepaid, properly addressed to the parties at
their respective addresses given below, or to such other addresses as either party may
hereafter specify by notice given:
If to Owner,at: Kimco, L.C.
1510 East High Street
Charlottesville, VA 22902
If to Breezy Hill,at: Breezy Hill at Keswick L,LC
3035 Blandemar Drive
Charlottesville, VA 22903
Notices will be effective on the date of delivery if by hand Or on the next day after mailing.
8. Binding Agreement; Entire Agreement. This Agreement shall bind and
benefit the Owner and Breezy Hill and their respective successors and assigns. This
Agreement constitutes the entire agreement between the parties, and no modification shall
be effective unless expressed in writing and signed by the parties.
9. Title. The title conveyed at closing from Owner to Breezy Hill shall be a good
and marketable fee simple title free of all liens and encumbrances, except for easements of
record that do not in Breezy Hill's sole judgment impair Breezy Hill's intended use of the
Property and for the lien of real estate taxes not then due and payable, and the title shall be
insurable by a company satisfactory to Breezy Hill at its standard rates without exception other
than just described. If Breezy Hill's attorney shall determine prior to closing that title to the
Property is encumbered other than as hereinabove allowed for, then Breezy Hill upon notice
to Owner shall be entitled to decline purchase of the Property. The legal description of the
Property conveyed at closing will conform to a survey obtained by Breezy Hill.
10. Inspection. Breezy Hill at its own expense will have the right` o en the
Property personally or through agents, employees and contractors for the Iill`p t
C;' ' of
making surveys of the Property and of making soil tests and other investigation of the
Property. Breezy Hill will provide Owner reasonable notice prior to entering the Property.
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11. Condition of Improvements and Services. Owner agrees to deliver the Property
to Breezy Hill at the time of closing in substantially the same condition as existed on the date
of Breezy Hill's execution of this Agreement, except that the structure on the Property will
be in then as-is condition, and Owner has no obligation to maintain the structure.
12. Closing Costs. The cost of preparing the deed shall be borne by Breezy Hill,
and payment of the Virginia grantor's tax thereon shall be the expense of Owner. All other
closing costs incurred by Breezy Hill shall be at the expense of Breezy Hill, except that
Breezy Hill shall be responsible for no expense incurred by Owner.
13. Specified Rights. Breezy Hill will have the right to possess the Property upon
the closing. Breezy Hill will have the right during the option to petition for any rezoning of the
Property, and Kimco agrees to join in signing the application and related papers if the
owner's consent is required by the County. An effective rezoning of the Property pursuant to
Breezy Hill's application will be deemed an exercise of the option. Owner understands that
Breezy Hill wishes to develop its adjoining property and incorporate the Property as part of
that development. Breezy Hill will advise Owner of significant steps in the due-diligence and
2_ development process. Owner will have no obligation to attend public hearings or other such
meetings or functions.
14. Real Estate Taxes. Real estate ad valorem taxes on the Property shall be
prorated to the date of closing.
15. Deed Delivered; Closing Documents. The deed delivered by Owner to Breezy
Hill at closing shall contain covenants of General Warranty of Title and Modem English
Covenants of Title, except that the property described in 1(D) hereof, being the property
acquired by Owner by the June 26, 2008 Quitclaim Deed, shall be conveyed by quitclaim only
and without warranty. The deed shall otherwise be acceptable to Breezy Hill's counsel. As part
of closing, Owner shall deliver to Breezy Hill typical closing documents, including affidavit
that no labor or materials have been furnished to the Property within the statutory period for
the filing of mechanics' or materialmen's liens against the Property and the certificates
required by Sections 1445 and 6045 (Form 1099-B) of the Internal Revenue Code.
16. Applicable Law. This Agreement and the respective rights and obligations of
the parties hereunder shall be governed by the laws of the Commonwealth of Virginia.
17. Rights and Remedies Cumulative. All rights and remedies herein expressed
shall not stand as the exclusive rights and remedies available to the parties, but shall be in
addition to all others provided at law or in equity.
18. No Oral Inducements. This Agreement contains the entire Agreement of the
parties hereto, and no representations, inducements, promises or Agreements not herein
expressed shall be of any force or effect,
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WITNESS the following executions by the parties hereto as of the day and year above
set forth.
KIMCO, L.C.
By: (__. JAR,f i l ; ,c -11"t. s
Co S`i, "Authorized Agent
Printed Name
COMMONWEALTH OF VIRGINIA )
) to-wit:
The foregoing instrument was acknowled ed before me this le day of
2013, by per, ,. ,°49.4.1-„i,/Authorized Agent of
Kimco, L.C.,on behalf of the company.
otary Public
My Commission Expires: - 3 o e f 3 (Affix Stamp or Seal)
Registration Number: / 5 g,
BREEZY HILL AT KESWICK LLC
By: � .�
9/
Eric G. Shobe, Manager
COMMONWEALTH OF VIRGINIA )
) to-wit:
c r Aof ii� >W_r ,c,e 1 =
The foregoing instrument was acknowledged before me this t Y s4''.- day of
. 2013, by Eric O. Shobe, Manager of Breezy Hill at Keswick LLC, Ern
behalf of the company.
Notary Public
My Commission Expires: a. ,�c„, (Affix Stamp o 1)
Registration Number: t : ., .; LOIS,Seal)
HAVERSTROM
= - NOTARY PUBLIC
O15141PurchascOption03.0712 doe COMMONWEALTH OF VIRGINIA
MY COMMISSION EXPIRES JULY 31,20.16
4 REGISTRATION NO, 298946