HomeMy WebLinkAboutZMA201600015 Agreements 2016-06-30 THIS OPERATING AGREEMENT, dated as ;of December 7, 2006, by and among
the undersigned parties, who by their execution of this Operating Agreement
have become members of Oakleigh Albemarle, LLC, a Virginia limited liability
company (the "Company") , provides as follows:
RECITALS:
The undersigned parties have caused the Company to be organized as a
limited liability company under the laws of the Commonwealth of Virginia
effective as of the date hereof, and they wish to enter into this Operating
Agreement to set forth the terms and conditions on which the management,
business and financial affairs of the Company shall be conducted.
AGREEMENT:
Now, therefore, in consideration of the foregoing recitals and the
mutual promises; covenants and conditions therein contained, the receipt and
sufficiency of which are hereby acknowledged, the parties to hereby covenant
and agree as follows:
ARTICLE I
DEFINITIONS
1.01 The following terms used inIthis Operating Agreement shall have
the following meanings (unless otherwise expressly provided herein) :
(a) "Act" shall mean the Virginia Limited Liability Company Act,
Va. Code Ann. S 13.1-1000 et seq. , as amended and in force from time to time.
(b) "Articles" shall meant the articles of organization of the
Company, as amended and in force from time to time.
(c) "Capital Account" shall mean as of any given date the
amount calculated and maintained by the Company for each member as provided
in Section 6.04 hereof.
(d) "Capital Contribution" shall mean any contribution to the
capital of the Company by a Member in bash, property or services, or a
binding obligation to contribute cash, property or services, whenever made.
"Initial Capital Contribution" shall mean the initial contribution to the
capital of the Company by a Member, as determined pursuant to Section 6.01
hereof.
(e) "Code" shall mean the Internal Revenue Code of 1986 or
corresponding provisions of subsequentIsuperseding federal revenue laws.
(f) "Company" shall refer to Oakleigh Albemarle, L.L.C.
(g) "Deadlock" shall mean a deadlock among the Members with
regard to the management of the .business affairs that the Members are unable
to break after engaging in a good faith effort to compromise or resolve their
differences through mediation conducted under the auspices of a mutually
agreed-upon mediator.
(h) "Entity" shall mean any general partnership, limited
partnership, limited liability company, corporation, joint venture, trust,
business trust, cooperative or other association.
(i) "Manager or Managers shall mean a manager of the Company,
whose rights, powers and duties are specified in Article V hereof.
(j') "Member" shall mean each Person or Entity that is identified
as an initial Member in Article III hereof or is admitted as a Member (either
as a transferee of a Membership Interest or as an additional Member) as
provided in Article VIII hereof. A Person or Entity shall cease to be a
Member at such time as he or it no longer owns •any Membership Interest.
(k) "Membership .Interest " shall mean the ownership interest of a
Member in the Company, which may be expressed as percentage equal to such
Member's Capital Account divided by the aggregate Capital Accounts of all
Members. The Membership Interests may betrecorded from time to time on a
schedule attached to this Operating Agreement.
(1) "Operating Agreement " shall mean this Operating Agreement,
as originally executed and as amended from time to time.
(m) "Person" shall mean any natural person or entity, and the
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heirs, executors, administrators, legal representatives, successors, and
assigns of such Person where the context so admits.
ARTICLE II
PURPOSES AND POWER OF COMPANY
2.01. Purposes . The purposes of ,the Company shall be- to:
(a) Own, acquire, manage, develop, operate, buy, sell, exchange,
(.'finance, refinance, and otherwise deal wth real estate, personal property,
%any type of business, and any and all investments .whatsoever, as the Manager
or Managers may from time to time deem to be in the best interests of the
Company; and
(b) Engage in such other activities as are related or incidental.
to the foregoing purposes, or in any other lawful business., except as
-otherwise provided,by the_law of this Commonwealth.
2.02. Powers . The Company shall .have all powers. and rights of a
limited liability company organized under the Act, to the extent such powers
and rights are not proscribed by the Articles.
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ARTICLE' III
NAMES-AND ,ADDRESSES OF INITIAL .MEMBERS; PRINCIPAL OFF.ICB
3.01, Names, 'Addresses, Capital Contributions and Membership
Interests . The°.names, addresses, capital contributions end °Membership
Interests of the Members are *set forth in Schedule A, attached hereto. Such
Schedule shall be amended .from time to time to reflect changes in the
information contained therein.
3.02. -Offices . The principal .of;fire of the Company shall initially be
at 690 Berkman Circle, Charlottesville, Virginia, 22901. The principal have
office may be changed from time to time by the Members. The Company may •
such other offices, either within or without the Commonwealtoff irginia,tas
the Members may designate or as the business of the Company may
time require.
ARTICLE IV
VOTING POWERS, MEETINGS, ETC. OF MEMBERS
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4.01. In General . The powers of the Company shall be exercised by or
under the authority of, and the business and affairs of the Company shall be
managed under the direction of, the Members, and the Members shall be
entitled to make all decisions and take all actions for the Company,
including but not limited to the following:
(a) Entering into, making, and performing contracts, agreementsappropriate
and other undertakings binding the Company that may be necessary, pP P
or advisable in furtherance of the purposes of the Company and making all •
decisions .an waivers thereunder.
(b) Opening and maintainingibank and investment accounts and
arranging, drawing checks and other orders for the payment of money, and
designating individuals with authority to sign or give instructions with
respect to those accounts and arrangements.
(c) Collecting funds due to the Company.
(d) Acquiring, utilizing for the Company's purposes, maintaining
and disposing of any assets of the Company.
(e) To :the •extent that funds of the Company are available
therefor, paying debts..and obligations of the Company.
'(f) Borrowing money or otherwise committing the credit of the
Company for Company activities, and voluntarily 'prepaying or extending any
such borrowings.
•(g) Engaging, removing and, changing the authority and
responsibility of attorneys, accountants and consultants.
`(h) Obtaining insurance for the Company.
•(i) ;Declaring •or setting the payment date or .form .of payment of
any distributions pursuant to Section 61.05 hereof.
,(j) :..Amending the Articles..
4.02. Action by'Members . In managing the affairs of the Company and
exercising its,powers, the .Members shall], act collectively through meetings
and/or written consents'as provided in this Article or through a• •Manager or
Managers to whom authority and duties have been .delegated pursuant to Article
V hereof.
4.03. Required Consent for Action . The decision of the Member or
Members holding a majority of the Membership Interests from time to time
shall prevail and be the decision of the Company with respect to any matter
regarding the management or affairs of the Company, or which requires the
determination, consent, approval or agreement of the Members, except as
otherwise provided by the Act or the Artiles, or unless this Agreement
specifically provides that such decision shall be made by a particular
percentage of Membership Interests or number of Members other than the Member
or Members holding a majority of the Membership Interests. By way of example
and not limitation, any provision in this Agreement that requires the consent
or determination of the Members as to a particular matter but does not
specify a particular percentage of Membership Interests or number of Members
necessary for such consent or determination shall be interpreted to require
the consent or determination of the Member of Members holding a majority of
the.Membership Interests.
4.04.. Actions Requiring Unanimous Consent . Notwithstanding Section
4.03 hereof or any other provision of this Agreement, the unanimous consents
of the Members shall be necessary and sufficient in order for any
of following actions to be taken from time to time on behalf of. the company:
(a) Fixing or modifying the salary paid to any Member or fixing
or paying any bonus or other compensation to any Member.
(b) Declaring or setting the payment. date or form of payment of
any distributions pursuant to Section 6.05 hereof.
(c) Electing or removing any Manager or Managers of the Company.
(d) Confessing a judgment against the Company in excess of
$5,000.
(e) Endorsing any note in excess of $5,000, or acting as an
accommodation party or otherwise becoming a surety or guarantor for any other
person in an amount exceeding $5,000.
.(f) Obtaining any loans or borrowings in excess of $25,000 or
requiring the personal guarantee of any Member or Members.
(g) Making any loan or advance on behalf of the Company to any
party in excess of $5.,000. t"+ L4uc-T:ts w er,,.loers,
• (h) Amending the Articles. -
(i) Any other matter which under the express terms of this
Operating Agreement requires the .unanimous consent of the Members.
4.05. Annual Meeting . No annual meeting of the Members shall be
required to be .held, but an -annual meeting may be called at the request of
any Member.
4.06. Special Meetings . Special meetings of the Members, for any
purpose or purposes, unless otherwise prescribed by -statute, shall .be .called
at the request of any .Member.
4.07. Place of Meetings . The place of -any meeting of the Members
shall be the principal office of the Company, unless another place is
designated by the Member or Members calling the meetings, and if such place
is not within the City of Charlottesville or county of Albemarle, Virginia,
such other meeting place as is consented to by all the Members.
4.08. Notice of Meetings . Written notice stating the place, day and
hour of any meeting of the Members and, if a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered -not less than 10
nor more than 60 -days before the date of the meeting, either personally or by
mail, by or- at the direction of the Person or Persons calling the meeting, to
each Member, unless the Act or the Articles require different notice.
4.09. Conduct-of Meetings . All -meetings of the Members -shall be
presided over by a chairman of the meetirJg, 'who .shall be designated by the
Members. The chairman of any meeting of Members shall determine the order of
business and the procedure at the meeting, including such regulation of the
manner of voting and the conduct of discussion as seen to him in order, and
shall appoint a .secretary of such meetin4 to take minutes thereof..
4.10 Participation by Telephone or Similar Communications . Members
may participate and hold a,meeting by means,of conference telephone or
similar communications equipment by means of which all Members participating
can.hear and be heard, and such participation shall constitute attendance and
presence in person at such .meeting.
4.11. Waiver of Notice . When any notice .of a meeting of the Members
is required to be ;given,' a waiver thereof in writing 'signed by a Member -
entitled- to such notice, whether given before, at, or after the time of the
meeting as. stated in ,such notice, .shall be equivalent to the proper giving of
such. notice.
• 4.12. Action by Written Consent . Any action required or :permitted to
be taken at a meeting of 'Members may be taken without a meeting if one or
more written consents to such action are signed by the requisite number of
Members. Such consent or .consents-shall be filed with the minutes of the
meetings of the Members. Action taken under this Section is effective when
the requisite number of Members have signed the consent or consents,- unless
the consent or consents specify a different effective date.
ARTICLE V
.MANAGERS -
5,01 Election, etc.. of Managers . One or more .Managers may be; elected
from time to time by the :Members, to •serve until the'next annual meeting of
M the embers and until their successor or successors are elected and ,
qualified, or such shorter term -as may be specified by the Members.. 'Any
Manager maybe removed by the Members with or without cause at any time, and
it .shall be in the discretion ;of .-:the Members whether :and at What :time to -
elect a .replacement. Manager or �Managers1. A Manager'may, -but shall not be
required to, be selected .from among the[Members,
5.02. Authority Of Managers . 'The-M e :Members may, but shall be under no
obligation. -to, from time •to time delegate to-one or •more Managers such
authority •and duties as the Members may deem advisable. The Members may
assign -titles .(including, without -limitation 'President., Vice-President,
Secretary and Treasurer) to-any -Manager. Unless the .Members determine
otherwise, if a title assigned to a Mar.ager• is one commonly used for officers
of a •busines$ .corporation formed under.Virginia law, the assignment of such
title shall constitute the delegation to such' Manager of the authorritties•and
duties that are customarily associated with that office, subject y
specific delegation of authorities and du ies made pursuant to the he first
sentence of this Section. Any number of itles may be held by
Manager. Any delegation of authority and duties to a Manager or Managers
pursuant to this Section may be revoked at any time by the Members, with or
without cause.
5.03. Reliance by Other Persons . Any Person dealing. with the Company,
other than a Member,' may rely on the authority' of any Manager in taking any
action in the name of the Company, if the Manager provides to such Person a
copy of the resolution or written consent of the Members granting such
authority (whether such grant is .general or specific in nature) certified in
writing by such 'Manager to be genuine and correct and to not. have been
revoked, superseded or otherwise .amended..
5.04. No Authority . Unless authorized to do so by the express terms
of this Operating Agreement, or by the Members under the 'terms set forth
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herein, no Manager, o
Member, agent or employee of'the Company or any ofhe
to
Person shall .have any power or authority to bind the Company in any way,
pledge its credit or to render it liable pecuniarily for any purpose. -.
5.05. Limitation of Liability of Members and Managers . In any
proceeding brought..by or in the right of°the• CompanY or brought by or on
behalf of the Members of the Company, no Manager or Member of the Company
shall be :liable for any damages; provided however -that the liability of a
Manager or Member shall not be limited as provided in this Section if the
Manager or Member engaged in willful misconduct or a knowing violation of the
criminal laws or any federal or state securities law.
5.06. Indemnification for Liability . The company shall indemnify any
Person who was .or: .as a party to ;any proceeding-, -including a .proceeding
brought by .a Member in the right of the Company or brought by or on behalf of
:the Members of .the •Company, by reason of the fact that such person is or was
a Manager •'(or officer) of the company, or is or was a Member managing the
Company in the 'absence of a Manager, 'or is or was serving at the request of
.the Company' as a .manager, director, trustee, partner or officer of another
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limited liability company, corporation, partnership.; joint venture, 'tust,
employee benefit 'plan. or other enterprise, against any :liability and ,
reasorarle .expenses :(including :reasonable attorneys' fees•) incurred by such
Person 'in connection with such proceeding unless 'he 'has engaged in willful
misconduct or a knowing violation of the .criminal .law. No amendment or ,
repeal of this Section shall have any effect on. the.,rights provided herein
• with respect :to any .act or omission occtbrring prior to :such amendment .or
repeal. If :the Members or, if a .Manager(s) has, been appointed, the
Manager.(s)' determine that the facts then..known do. not preclude • ,
.indemnification,.-the 'Company.-'shall advance or promptly reimburse the
' reasonable expenses incurred by an eligible applicant .who is a party to :a
proceeding in •advance of final disposition .of the proceeding if the applicant
furnishes the Company:
'(a) :a written statement of his good faithbelief that he has met
the standard Of conduct described in this -Section; and
.'.(b) a written undertaking, !executed .personally or on his behalf,
to repay the advance,if it is ultimately determined that he did 'not meet 'such
standard of conduct.
ARTICLE vI
CONTRIBUTIONS TO THE COMP AND- DISTRIBUTIONS
6.01. Initial Capital Contributions . Each Member,, upon
the execution
of this Operating Agreement, shall make aS an Initial Capital
ibution
the property shown on Exhibit A, which is attached hereto. The Initial
Capital Contribution to be made by any Person who hereafter is admitted as a
Member and acquires his Membership- Interest from the. Company shall be
determined by the Members.
6.02. Additional Capital Contributions . No Member shall be required
to make any Capital Contribution, in addition to his Initial Capital
Contribution. The initial Members, may make additional Capital Contributions
to the Company with the consent of the Members. Otherwise, the Members •may
make additional .Capital Contributions to the Company only if such. additional
Capital Contributions are made pro rata by all the Members or all the Members
.Consent .in writing to any non-pro rate 'contribution. The fair market value
of• any .property other than cash or widely traded securities to be contributed
as an additional Capital Contribution shall be (a) agreed upon by the
contributing Member and a majority in interest of the other .Members before
contribution, or '(b) determined by a disinterested appraiser selected by the
Manager .or .Managers.
6.03. Interest and Return of Capital Contribution . No Member shall
receive any interest on his Capital Contribution. Except as otherwise
specifically provided for herein, the Me{nbers shall not be allowed to
withdraw or have refunded any Capital Contribution.
6.04. Capital Accounts . Separati Capital Accounts shall be maintained
for each Member in accordance with applicable Treasury Regulations that must
be complied with in order for the allocations pf taxable profits and- losses ,
provided in this Agreement to have "economic effect" under applicable
Treasury Regulations, and in accordance with the following ,provisions;
la) To each Member's Capital Account there shall be credited the
fair market value of such Member's initial Capital Contribution• and any
additional -CapitalContributions, such Member's -distributive share of
-profits, and -the -amount of any Company .abilities -that are assumed by such
Member. -
(b) To each Member's Capita Account there shall be debited the
amount of cash and the fair market value -of any Property distributed to such
:Member pursuant to any provision of thi? -Operating Agreement, such Member's
distributive •share .of losses, and the amount• of any liabilities .of 'such
Member that are assumed by the .Company or 'that are secured 'by any property
contributed by such .Member to the Company:
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(c)- The Capital Account shall also include .a pro rata .share of
the fair market' value -of any property contributed by a person who is not a
Member, such value to be the same value -reported fbr federal gift.tax
purposes if a gift -tax return- is filed, 'and if not, the value in the case of
real property shall .be determined -by a independent licensed appraiser
actively engaged in appraisal work in -the area where •such property is 'located
and selected by,•the Manager or Managers, and otherwise by the certified
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public accountant or accountants then serving the Company.
(d) If any Member makes a non-pro rata Capital Contribution to
the Company or the Company makes a non-pro rata distribution to any member,
the Capital Account of each member shall pe adjusted
ediaoereflect ectrthee thenepfair
market value of the assets held by the Company Y
Contribution or distribution.
6.05. Loans to the Company . If the Company has. insufficient funds to
meet its obligations as they come due and to carry out its routine day-to-day
affairs, then, in lieu of obtaining requ'red' funds from third parties or
selling its assets to •provide required f ds, the Company may,
but shall not
be required to, borrow •necessary funds from one or more of the Members .as
designated by the Manager or Managers; provided that the terms of such
borrowing shall be commercially reasonable and the Company shall not pledge
its assets to secure such 'borrowing
6.06. Effect of Sale or Exchange .In the event of -a permitted sale or
other transfer Of a Membership Interest in 'the Company,- the Capital Account
of the transferor shall become the Capital 'Account of' •the transferee in.
'proportion tothe percentage of the tran.feror's interest -transferred.
6.07. Distributions . All distributions of cash or other property
.(except upon the-Company's dissolution, 'phitch shall be governed by the
applicable provisions of the Act and Art--4'.cle IX hereof) shall be made to the
Members in proportion to their respective Membership Interests. All
distributions of cash or property shall e• made at such. time and in such
amounts as determined by the Manager or anagers. All amounts lawwith r
to the Code •of any provisions ofs.tate or local
to any payment or distribution to the +era from the Company shall be
treated as amounts distributed to the r levant Member or Members. pursuant to
this Section.
•6.08. Allocations . .Except as otherwise provided in Section 6.09
hereof, all items -of income, gain, loss) deduction and credit, whether. ,
resulting from, the .Company's operations or in .connection with its ,
dissolution, shall be allocated to the Members. for federal, 'state and local
income tax purposes in proportion to their xespectiveAMembership Interests.
6.09. Allocation.with Respect to'Property . If, at any time
during the .
Company's ekistence., any Member contributes .to the Company .property withan
' adjusted basis to 'the. contributing Member which is mere ortless
than
hanythe the
e
agreed fair market. value and such prope ty is accepted by
time of its contribution, the taxable •i. come, gain, loss, deductions and
credits with -respet to such contribute�l'property for 'tax purposesY
not .for purposes of calculating the 'MmbrS' respective Capital Accounts)
shall be-shared among.the-•Members so as•to,take account=of the variation.,
between the basis •o.f:the property to 't e =Company, and its agreed fair market -
value :at the time of contributions, p
suit .to Section 7.04•(c) :of the Code.
ARTICLE.'-VII '
ASSIGNMENT)-RESIGNATION
7.01. Assignment Generally . The Membership Interest of a member shall
not be sold, exchanged, conveyed, transferred, or otherwise assigned, either
in whole or in part, except upon the unanimous consent -of the Members.
Notwithstanding the preceding sentence, no assignee of a Membership Interest
shall become a n
e
Members, and upon msuch teer of rms and 'condhe Company itions ascePt o the hMemberlor Membersmous nmayt f the
Memb ,
determine.
7.02. Encumbrances . The -Membership Interest of a Member shall not be
pledged, hypothecated, subjected to a security interest or otherwise
encumbered except upon the unanimous consent of the Meb rshi Inrs. terest ithstasdi g
the preceding sentence, no Person who acquires any P
result of such an encumbrance shall become a Member except upon the unanimous
consent of the Members, and upon .such terms and conditions as the Member or
Members may determine..
7.03. Absolute Prohibition . Notwithstanding any other provision in
this Article VII, (a) the Membership Interest of a Member, in whole or in
part, shall not be sold, exchanged, cone, ed, transferred, or otherwise
assigned; and (b) the Membership Interest of a Member, in whole orherefrom, shall not be pledged, hypothecated,
or any rights to distributions -t
subjected to a security interest or otherwise encumbered, under eerranyated for
circumstances, if, ,as ;a result thereof, the Company
federal income tax purposes in the opinion of the counsel for the Company.
7.04. Members .Acquiring Membership Interest from Company . No Person
who acquires a Membership Interest from the Company (other than the Members
of the Company as of the date hereof) shill be admitted as a Member, except
upon the unanimous consent of the Memberij{
7.05 Resignation. .No Member shalt 1 .be entitled to resign from the
Company except as expressly provided in Section 7.03 hereof or upon the.
unanimous written consent of the Members. .
'7.06. Effect- of Prohibited Action . Any assignment or other action .in
violation of this Article shall be void ' initio .and of no force or effect
whatsoever.
7.07. New Members . Each new Member of the Company .shall become a
signatory to this Agreement by executing a conformed counterpart or facsimile
of this Agreement and any amendments thereto at the foot of such Agreement
below the following words: "Confirmed, -Approved, and Adopted"; and whereby
each such new .Member shall be deemed to-have adopted and agreed to be bound
by all of the .provisions- of this Agreement: The original of this Agreement,
executed by the Member• or Members, and •t-he duly executed. counterparts
thereof, taken together, Shall. constitute a single instrument. Upon the
admission of such new Members, an Amended Schedule A reflecting the names and
addresses, Capital Contributions, ;and Membership `Interests of the Members of
the Company after such admission shall .be prepared and attached to this -
Agreement.
ARTICLL VIII •
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bISSOLUTION AND TERMINATION .
8.01. Events of Dissolution . The Company shall be dissolved upon the
first to occur of the. following.:
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(a) Any event which under the Articles or this Operating
Agreement requires dissolution of the Com any.
(b) The unanimous written con ent of the Members to the
dissolution of the Company.
(c) The death, permitted resi ation, bankruptcy or dissolution
of a Member or the occurrence of any othe event that terminates the
continued membership of such Member in the Company, unless the business of
the Company is continued by the unanimous consent of the remaining Members.
(d) The .entry of a decree of judicial dissolution of the Company
as provided in the Act.
(e) Any event not set forth Bove which under the Act requires
dissolution of the Company.
(f) A Deadlock of the Member .
8.02. Liquidation . L?pdn the dissolution of the Company, it shall wind
up its affairs and distribute its assetsiin accordance with the Act by either
one, or a combination of both, of the following methods as the Members shall
determine:
(a) Selling the Company's as ets and, after the payment of
Company liabilities, distributing the ne• proceeds therefrom to the Members
in proportion to their Membership Interests and in satisfaction thereof; or
(b') Distributing the Companyf's assets to the Members in kind with
each Member accepting an undivided interest in the Company's assets, subject
to its liabilities, in satisfaction of h's Membership. Interest. The interest
conveyed to each -Member in such assets s ll constitute a percentage of the
entire interests in such,assets equal to such Member s Membership Interest.
8..03. Orderly Liquidation . A reasonable time as determined,by the
Members .not to -exceed eighteen (18) months shall be allowed for.the orderly
liquidation of the assets. of the Compan and the discharge of- liabilities to
the creditors so as to minimize any losses attendant upon dissolution.
8.04. Distributions . Upon liquidation, the Company assets '(including
any cash op-hand) shall be, .distributed ln. the following order and in .
accordance with the following.prioritie .
(i) First, to the payment of the -debts and .liabilities of the
Company and theexpenses •of .liquidation) including a sales, commission to the
selling• agent, if any; then ' .
(ii) Second, to the setting up of any reserves which the Members
(or the person or persons carrying •out the liquidation) deem reasonably
necessary for any contingent or•unforeseen liabilities• or .obligationsfof the
Company. At the expiration of such per..od as the Members- (or the person or
•persgns 'carrying out the liquidation) .siall. deem advisable, but in no event
to exceed -eighteen (18:) months; the Company shall distribute the .balance
thereof. 'in the manner .provided in the following .subsections; then
('iii) Third, to the Members in proportion
the provisions esco ive
Membership Interests unless otherwise r qui
Section 704 of the Code and the Regulations promulgated thereunder to give
substantial economic effect to the allocations described in Sections 6.06, in
which case the distribution described herein shall be made to the Members in
the manner required by Section 704 of thei Code and the Regulations
promulgated thereunder to give such allo ations such economic effect.
(iv) In the event of a distr bution in liquidation e of the
shall be
Company's property in kind, the fair mar et value of such property
determined by a qualified and disinteres ed licensed .appraiser actively
engaged in appraisal work in the geographic area where such property is
located, selected by the Members (or theperson or persons carrying out the
liquidation) , and each Member shall receive an undivided interest in such
property equal to the portion of the proceeds to which he would be :entitled
under the immediately preceding subsections if such property were sold at -
such fair market value.
8.05 Taxable Gain or Loss . Taxable income; gain and loss from the
sale or distribution of Company.property incurred upon or during liquidation
and termination of .the ,Company shall be allocated to the Members as provided
in Section 6.06 above.
48.06. No Recourse Against Members . Except as provided by law, upon
dissolution each Member shall look solel to the assets of the Company for
the return -of his Capital Contribution. ; If the. Company property remaining
after the payment or discharge of the de, ts and liabilities of the Company is
insufficient to return the Capital Contribution of each Member, such Member
shall have no recourse against any othe Member.
ARTIC F IX
RECORDS, .REPORTS, ETC..
9,01., Records . The Company shallll maintain and. make.,available to the
'Members its records to the extent provided in the Act.
9.02. .Financial and .Operating Statements and Tax Returns . Within
ninety (90•). days from the close lof eachifiacal.•year of the Company, the
Company -shall deliver to each Member a tatement setting forth such Member' s
allocable share of all tax -items of the Company for such year, .and all such
.other information as maybe required to •enable each Member to prepare his
federal, state-and-local income tax returns in accordance -with- all then
.applicable .laws, rules and regulations. The `Company also .shall prepare and
file all federal, state and local income tax returns required of it for each
fiscal year.
9.03. Banking . The funds. of the Company shall .be :kept in.:one or more
separate bank accounts..in the-name of the Company in. •such banks 'or:other
federally insured :depositories as ,may be designated.:by •the Members .or 'shall
otherwise,,be_-invested in the ..name of the Company .in. ;such manner .and.upon .such
terms and .conditions as may be designated by thesMembers. All 'withdrawals
from any such-bank •accounts or.-investme its established -by the :Members
hereunder shall be made on-such signature -or •signatures as •may :be -authorized .
- .from time to time•.by .the consent of Membera .holding -at .least• two-•thirds .(2/3)
of the outstanding -Membership Interests. Any account' opened for the Company
shall not. be commingled with other funds .of the Member or-Managers or
interested :persons.
ARTICLE X
MISCELLANEOUS PROVISIONS
10.01. Attorney's Fees . In the event any party brings an action to
enforce any provisions of this Agreement, whether such action is at law, in
equity or otherwise, and such party prevails in •such action, such party shall
any be entitled, in addition tony other rights or -remedies. available to it, to
collect from the non-prevailing party or parties the reasonable costs and
expenses incurred in the investigation preceding such action and the
prosecution of such action, including bu, not limited to reasonable
attorney's fees and court costs.
10.02v Notices . Whenever, under the provisions• of the Act or other
law, the Articles or this Operating Agre ment, notice-is required to be. given
to any Person, it shall not be construed to mean exclusively personal notice
unless otherwise specifically provided, tut such •notice may be given in
writing, by mail, addressed -to the Company at 'its,principal office from time
to time and to any other Person at his o her address as it appears on the
records of the Company from time to time, with postage thereon prepaid. Any
such notice shall .be deemed to .have •bee given at the time it is deposited .in
the United States mail. Notice to .a Person may also-be
personally
of the
by telecopy or e-mail sent to his address as it appears on the records
Company. The addresses of the initial Members as shown on the records of the -
Company shall originally be those set fdrth in Article III hereof. Any
Person may change his or her address as 'shown on the records of the Company
by delivering written notice to the Company in accordance with this Section.
10.03. Application of Virginia Law . This Operating Agreement, and the
interpretation hereof, shall be •governed exclusively by its terms and by the
laws of the Commonwealth of Virginia, ;w}thout reference to its choice of law
provisions., and specifically the 'Act.. 1i •
10.04. Amendments . No amendment or modification of this Operating
Agreement shall be effective except upo the unanimous-written consent of the
Members.
.10.05.. :Construction . Whenever .the •singular number is used in :this
:Operating Agreement and when required -by the context, the same shall include ••
'`the plural, and the masculine gender •sh 11 include the .feminine and neuter
genders, and vice versa. •
_10.06. Waivers . The failure of any party -to'seek redress for -
violation of Or to insist upon the .strict performance-of any covenant or
condition. of, this. Operating Agreement :shall not Prevent .a Subsequent act,
which would have originally constitute .a violation, from having the effect
.of an original, violation.
•
10.07,` Rights and Remedies Cumu aaive ,. •The rights and remediesone
provided'by "this Operating .Agreement ar'e cumulative.,.and the use •of .any
'right or remedy by any 'party .shall not preclude .or• waive `the right to;use any
or all other remedies. Such rights And remedies are given in addition to any
other rights the partiesmay have by 11w, statute, ordinance or otherwise.
10.06. Severability . If any provision of this Operating Agreement or
the application thereof to any Person or circumstance shall be invalid,
illegal or unenforceable to any extent, the remainder of this Operating
Agreement and the application thereof shall not be affected and shall be
enforceable to the fullest extent permit ed by law.
10.09. Heirs, Succe
ssors and ssigns. Each and all of the
covenants, terms, provisions and agreeme is herein contained shall be binding
upon and inure to the benefit of the parties hereto and, to the extent
permitted by this Operating Agreement, their respective heirs, legal
representatives, successors and assigns.
10.10. Creditors. None of tb1e provisions of this Operating
Agreement shall be for the benefit of o enforceable by any creditor of the
Company.
10.11. Counterparts. This O erating Agreement sets forth all of
the promises, agreements, conditions, a d understandings between the parties
respecting the subject matter hereof and supersedes all prior negotiations,
conversations, discussions, correspondence, memoranda and agreements between
the parties concerning such subject mat er.
The undersigned, being all of the. Members of the Company,, hereby agree,
acknowledge and certify that the forego..ng Operating Agreement constitutes
the sole and entire Operating Agreement of the Company, unanimously adopted
by the Members of the Company as of the date first written above.
ERS:
4..� _ la�/ (SEAL)
Suzj ' J. Br s
(SEAL)
Ge:rge W. Ray, Jr.
OAKLEIGH ALBEMARLE, LLC
The undersigned,being all of the members of Oakleigh Albemarle, LLC, a
Virginia limited liability company, which is the owner of an 8.84 acre parcel of land,
more or less, on S.R. 631, being TMP#45-26A(the"Property") hereby consent to,
authorize and direct George W. Ray, Jr., as Manager of the company,to execute any and
all documents relating to the submittal to the Albemarle County Department of Planning
and Community Development of a rezoning application, and all related documents, to
Neighborhood Model District affecting the Property, and to authorize Terra Concepts,
P.C.; Williams Mullen, and employees thereof, to submit such documents on behalf of
Oakleigh Albemarle, LLC to the Albemarle County Department of Planning and
Community Development.
Members and their Address Membership Interest
50%
George W. Ray, Jr.
949 Glenwood Station Lane#230
Charlottesville, Virginia 22901
50%
Suzann J.Brool
3148 Dane Cowt
Keswick, Virginia 22947
EXEIB3IT A
To The Operating greement of
Of
Oakleigh Albe arle,LL.0
Dated as of Dece ber 7,2006
Name and Address of Member Capital gontribution Membership Interest
George W. Ray, Jr.
$2,500.00 50°l0
949 Glenwood Station Lane
Suite 203
Charlottesville,Virginia 22901
Suzanne J.Brooks
$2,500.00 50%
3148 Dane Court
Keswick,Virginia 22947
Members:
George W.Ray,Jr.
Suzanne J roo
I
I R. ,
Instrument Control Number 0 1 3
• 1
Commonwealth of Virginia
Land Record Instruments IIIIIIIIIill11111lllll11III1I1l1Ii H 1111114111111
Cover Sheet-Form A Doc to: 003199960004 Type: DEE
Recorded: 12/29/2006 at 02:30:39 PM
Fee Amt: $10,649 66 Page 1 of 4
[ILS VLR Cover Sheet Agent 1.0.66] Albemarle County,5helbv Marshall Clerk Circuit Court
F11e# 2006-00021538
T C Date of Instrument: [12/27/2006 ] BK3346 Pe314-317
A O Instrument Type: [DBS ]
X R
P E Number of Parcels [ 1]
•
X Number of Pages [ 3]
M City❑County x❑ [Albemarle County ] (Box for Deed Stamp Only)
p First and Second Grantors
Z _ Last Name I First Name I Middle Name or Initial Suffix
x [Coleman-Elder,PLC ][ I[ l[ ]
❑ ❑ [ ][ ][ ][ ]
First and Second Grantees
l Last Name I First Name I Middle Name or initial I Suffix
❑ II [Oakleigh Albemarle,PLC][ I[ ][ I
❑ LI [ l[ l[ I[ ]
Grantee Address (Name) [Oakleigh Albemarle,LLC ]
(Address 1) [690 Berkmar Circle ]
(Address 2) ( ]
(City,State,Zip) [Charlottesville ] [VA] [22901 ]
Consideration[2,450,000.00 ]Existing Debt[0.00 ] Assumption Balance [0.00 ]
Prior Instr.Recorded at:City ❑ County [ ] Percent.In this Juris. [ 100]
Book [ ] Page [ ] Instr No [ ]
Parcel Identification No(PIN) [ I
Tax Map Num. (If different than PIN) [04500-00-00-026A0 ]
Short Property Description [8.804 Acres,mol,S.R.631 ]
[ l
Current Property Address (Address 1) [547 Rio Road West ]
(Address 2) [ ]
(City,State,Zip) [Charlottesville ][VA ][22901 ]
Instrument Prepared by [Martin&Raynor,P C. ]
Recording Pald for by [Scott Kroner,PLC ]
Return Recording to (Name) [Joan Scott ]
(Address 1) [Scott Kroner,PLC ]
(Address 2) [P O.Box 2737 ]
(City,state,Zip) [Charlottesville ][VA][22902 ]
Customer Case ID [46316 ] [ ][ ]
1111111
Cover Sheet Page#1 of 1
Q21538
PREPARED BY: MARTIN&RAYNOR,P.C.
1228 Cedars Court
Charlottesville,Virginia 22903
PH:(434)817-3100 Fax:(434)817-3110
Tax Map: 04500-00-00-026A0
THIS DEED made this 27th day of December,2006,by and between
COLEMAN-ELDER,L.L.C.,a Virginia limited liability company,Grantor,and
OAKLEIGH ALBEMARLE,LLC,a Virginia limited liability company Grantee,whose
address is 690 Berkmar Circle,Charlottesville,Virginia 22901;
WITNESSETH•
That for and in consideration of the sum of TWO MILLION FOUR HUNDRED FIFTY
THOUSAND AND NO/100 DOLLARS($2,450,000.00)cash in hand paid to the Grantor by the
Grantee,the receipt of which is hereby acknowledged,the Grantor does hereby GRANT,
BARGAIN AND SELL and CONVEY with GENERAL WARRANTY OF TITLE and,subject
to the matters hereinafter set forth,with ENGLISH COVENANTS OF TITLE,unto the said
Oakleigh Albemarle,LLC, all that certain lot or parcel of land,with improvements thereon and
appurtenances thereto,described in Schedule A attached hereto.
The property hereby conveyed is subject to any and all easements,restrictions,
reservations and conditions contained in duly recorded deeds,plats and other instruments
constituting constructive notice in the chain of title to the above described property,which have
not expired by a time limitation contained therein or have not otherwise become ineffective,and
to any lien inchoate or otherwise,for real estate taxes or assessments,not yet due and payable.
1
WITNESS the following signatures and seals.
Coleman-Elder,L.L.C.
By (SEAL)
Jo .Wray,Managing M ber
By: (SEAL)
Jef y . ray, anaging Me er
STATE OF VIRGINIA
CITY OF CHARLOTTESVILLE
Y�
The foregoing deed was acknowledged before me this a8 day of December,
2006,by John E.Wray,Managing Member of Coleman-Elder,L.L.C.
Not ubl'ic
My ommission expires:`/�/y �.a' rid-1'
STATE OF VIRGINIA
CITY OF CHARLOTTESVILLE
The foregoing deed was acknowledged before me this ova day of December,
2006,by Jeffrey C.Wray,Managing Member of Coleman-Elder,L.L.C.
Not Pu lic
My commission expires: '/ T7
/
2
Schedule A
All that certain lot or parcel of land,with improvements thereon and appurtenances
thereto,situated in Albemarle County,Virginia,on the south side of State Route 631,containing
11.2 acres,more or less,as shown on a plat by William S.Roudabush,Jr.,Certified Land
Surveyor,recorded in the Clerk's Office of the Circuit Court of the County of Albemarle,
Virginia,in Deed Book 331,page 480.LESS AND EXPECT the off conveyances of 1.073 acres,
shown as Parcel C on a plat by Huffman-Foster&Assoc.,dated June 23,1970,recorded in Deed
Book 477,page 38;and 0,67 acre,as shown on a plat dated October 11, 1983,recorded in Deed
Book 791,page 272;FURTHER LESS AND EXPECT that certain strip or parcel of land
conveyed to the Commonwealth of Virginia in Certificate recorded in Deed Book 1066,page
196,and confirmed by Order recorded in Deed Book 1089,page 728;and that certain strip or
parcel of land conveyed to the Commonwealth of Virginia in instrument recorded in Deed Book
1632,page 132;said remaining parcel currently assessed as containing 8.804 acres,more or less,
and shown on Albemarle Tax Sheet 45 as Parcel 26A.
This being the same property conveyed to Coleman-Elder,LLC,a Virginia limited
liability company by deed from Karen Nuttycombe Tumay,Patton Nuttycombe and Lauries
Cowles Nuttycombe,dated June 13,2003,and recorded June 16,2003 in the Clerk's Office of
the County of Albemarle,Virginia,in Deed Book 2487,page 531.
\\Mr2\users\kpritchctt\C\Colcman-Elder(06-2021)(S)\DEED.DOC RECORDED IN CLERKS OFFICE OF
ALBEMARLE ON
December 29,2006 AT 2:30:39 PM
$2,460.00 GRANTOR TAX PD
AS REQUIRED BY VA CODEl58.1-602
TATE:$1,225.00 LOCAL.S1,225.00
ALBEMARLE COUNTY,VA
Y MAR L CLE CIRCUIT COURT
3
4'78
VIRGINIA:
IN THE'CLERKTS OFFICE OF ALB'EMARLE CIRCUIT COURT, April 23, 1957.
This deed was presented to me in'said Office and with certificate annexed
admitted to record at 10:00 A. M.
f(zt. j Test'e: . i(LZI/ I/
, Clerk
j, ttas * * * * # .µ -q * # a• a• * tat
George H.Nuttycombe THIS DEED made this 5th day of April 1957 by and between George H.
et al
(Nuttycombe and Louise C. Nuttycombe,
To; B & S Parti- i11
tion
WITNESSET H:
Fee $ 4.00.
Tax .50
Tran 2.00
Plat 2.00 WHEREAS by deed of Herbert W. Nuttycombe dated August 28, 1945 and
Paid $ 8:50
recorded in the Clerk's Office of the Circuit Court of Albemarle County, Vir-
ru NA s3a>>—� ginia in D. B. 264, p. 287, George H. Nuttycombe and Florence N. Cheape each
�,�(A, �t'NNU' acquired a one-half undivided interest in a tract of land fronting on Rio Road
d ,I in the Charlottesville Magisterial District of said County, containing 33-3/8
acres of land as shown on plat of John T. E. Simms, S.A.C., dated June 9, 1897
and recorded in said Clerk's Office in D. B. 109, p. 164; and
WHEREAS by deed dated September 10, 1945 and recorded in said Clerk's
Office in D. B. 264, p. 485, George H. Nuttycombe acquired the interest of
Florence N. Cheape in said land subject to a life estate in favor of Herbert
W. Nuttycombe, now deceased; and
I/
WHEREAS by,deed dated September 11, 1945 and recorded in said Clerk's
Office in D. B. 264, p. 487, George H. Nuttycombe conveyed to Louise Cowles
Nuttycombe a one-half undivided interest in said land; and
WHEREAS the parties hereto were divorced by a decree entered in the
Circuit Court of Albemarle County of Virginia on the 20th day of April, 1957
and spread in Chancery Order Book '44, p. 480, and they desire to partition said
land between them according to an agreement approved as part of said decree,
NOW THEREFORE, in consideration of the premises and in fulfillment of
said agreement, George H. Nuttycombe does hereby GRANT, BARGAIN and SELL And
! CONVEY with GENERAL WARRANTY OF TITLE unto Louise C. Nuttycombe all of his
right, title and interest in all that certain tract or parcel of land fronting
F on the southern side of Route 631, known as Rio Road, in the Charlottesville
!Magisterial District of said County, containing 11.2 acres as shown on plat of
William S. Roudabush, Jr., C.L.S., dated April 1, 1957 and attached hereto as
a part of this deed, being a portion Of the 33-3/8 acres of land hereinabove
1referred to.
And for the consideration aforesaid Louise C. Nuttycombe does hereby
GRANT, BARGAIN and SELL and CONVEY with GENERAL WARRANTY OF TITLE all of her
interest in the entire tract of 33-3/8 acres of land, which was conveyed to
(George H. Nuttycombe and Florence N. Cheape by said deed of Herbert N. Nutty-
idombe dated August 28, 1945 and recorded in said Clerk's Office in D. B. 264,
1p. 287, excluding however, a tract of 11.2 acres of land hereinabove conveyed
i Ito her. -
1
479
sr Each of the parties hereto reserves for their separate use full and
' I
mutual right in the easement for a right of-.way:as set out in a deed of L. ,E.
Eppard dated June 17, 189.7 and recorded in said Clerk's Office in D. B. 109,
p. 163.
Each of the Grantors herein covenants with the other that subject to
1/
certain pole line rights of way binding on said property he or she is seised
in fee simple of the interest in land conveyed and has good right to convey the
111
same; that he or she has done no act to encumber the,interest conveyed; and
that he or she will execute such further assurances thereof as may be requisite,
to assure quiet possession thereof, free from encumbrances.
WITNESS the following signatures and seals:
George H. Nuttycombe (SEAL)
Louise C. Nuttycombe (SEAL)
STATE OF VIRGINIA
COUNTY OF ALBEMARLE, to-wit:
I, Mary E. Hawkins, a Notary Public in and for the State and County
aforesaid do hereby certify that George H. Nuttycombe whose name is,signed toi
•
the foregoing writing bearing, date on the 5th day of April, 1957 has acknow-
ledged the same before me in my County and State aforesaid.
My commission expires: October 10, 1959.
Given under my hand this 22nd day of April, 1957.
Mary E. Hawkins, Notary Public
STATE OF VIRGINIA
COUNTY OF ALBEMARLE, to-witt
•
111 I, Joel M. Cochran, a Notary Public in and for the State and County
aforesaid do hereby certify that Louise C. Nuttycombe whose name is signed
to the foregoing writing bearing date on the 5th day of April, 1957 has
acknowledged the same before me in my State and County aforesaid.
My commission expires: August 19, 1959.
Given under my hand this 23 day of April, 1957.
Joel M. Cochran, Notary"Public
.
. I
SEE PLAT NEXT PAGE!
I
•
,,. 480 - ,
,/ i 1-i.e._ i1 n e-s
Pik Lit s %VW:
• �- g9-]73,L' - • I r � if:
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1
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71k �Y3.94'h • yA° / A
- a
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i PLAT SHOWING A SURVEY OF A PORTION OF THE PROPERTY NOW OWNED BY GEORGE H.
& LOUISE C. NUTTYCOMBE, LOCATED ON ROUTE 631, N. E. OF CHARLOTTESVILLE, ALBE-
f MARLE COUNTY, VIRGINIA. WILLIAM S. ROUDABUSH, JR., CERTIFIED LAND SURVEYOR.
SCALE: 1" = 100' April 1, 1957. _
' 1 VIRGINIA:
.
IN THE CLERK'S OFFICE OF ALBEMARLE CIRCUIT COURT,April 24, 1957.
This deed was presented to me in said office and with certificate annexed
admitted to record at 10:00 A. M. And Plat attached. ,
I Teste:
rr' ill
(a-11?91(7 , Clerk
.1"
i * * * * * * * * * * * * * * * * * * *
't
4 .- ,
.
' . 4'78 I
lk
VIRGINIA: 1
•
IN THE'CLERK'S OFFICE OF ALB'EMARLE CIRCUIT COURT, April 23, 1957.
This deed was presented to me in'said Office and with certificate annexed
admitted to record at 10:00 A. M. j
cam. 1
Test'e: . Lt{/
4,4j i
L , Clerk
ir t t a t * * * * t * *1 t t * a * * t
George H.Nuttycombe THIS DEED made this 5th day of April 1957 by and between George H.
et al
Nuttycombe and Louise C. Nuttycombe,
To; B & S Parti-
tion II
WITNESSET H:
Fee $ 4.00.
Tax .50 .
Tran 2.00
Plat 2.00 WHEREAS by deed of Herbert W. Nuttycombe dated August 28, 1945 and
Paid $ 8:50
recorded in the Clerk's Office of the Circuit Court of Albemarle County, Vir-
rU NA S"13a/�-, , ginia in D. B. 264, p. 287, George H. Nuttycombe and Florence N. Cheape each
Q� y',1N Ja[T acquired a one-half undivided interest in a tract of land fronting on Rio Road
in the Charlottesville Magisterial District of said County, containing 33-3/8
acres of land as shown on plat of John T. E. Simms, S.A.C., dated June 9, 1897
and recorded in said Clerk's Office in D. B. 109, p. 164; and
WHEREAS by deed dated September 10, 1945 and recorded in said Clerk's
Office in D. B. 264. P. 485, George H. Nuttycombe acquired the interest of
Florence N. Cheape in said land subject to a life estate in favor of Herbert
W. Nuttycombe, now deceased; and
I/
WHEREAS by.deed dated September 11, 1945 and recorded in said Clerk's
Office in D. B. 264, p. 487, George H. Nuttycombe conveyed to Louise Cowles
Nuttycombe a one-half undivided interest in said land; and
WHEREAS the parties hereto were divorced by a decree entered in the
Circuit Court of Albemarle County of Virginia on the 20th day of April, 1957
and spread in Chancery Order Book 44, P. 480, and they desire to partition said
land between them according to an agreement approved as part of said decree,
NOW THEREFORE, in consideration of the premises and in fulfillment of
said agreement, George H. Nuttycombe does hereby GRANT, BARGAIN and SELL And
! CONVEY with GENERAL WARRANTY OF TITLE unto Louise C. Nuttycombe all of his
I right, title and interest in all that certain tract or parcel of land fronting I
f' ' on the southern side of Route 631, known as Rio Road, in the Charlottesville
Magisterial District of said County, containing 11.2 acres as shown on plat of
William S. Roudabush, Jr., C.L.S., dated April 1, 1957 and attached hereto as
I
a part of this deed, being a portion Of the 33-3/8 acres of land hereinabove
referred to. -- II
And for the consideration aforesaid Louise C. Nuttycombe does hereby
; GRANT, BARGAIN and SELL and CONVEY with GENERAL WARRANTY OF TITLE all of her
interest in the entire tract of 33-3/8 acres of land, which was conveyed to
[George H. Nuttycombe and Florence N. Cheape by said deed of Herbert N. Nutty-
jdombe dated August 28, 1945 and recorded in said Clerk's Office in D. B. 264,
Ip. 287, excluding however, a tract of 11.2 acres of land hereinabove conveyed
7 to her. 1
479
Each of the parties hereto reserves for their separate use full and
mutual right in the easement for a right of.way as set out in a deed of L.
Eppard dated June 17, 18%7 and recorded in said Clerk's Office in D. B. 109,
p. 163.
1/ Each of the Grantors herein covenants with the other that subject tol
certain pole line rights of way binding on said property he or she is seised
in fee simple of the interest in land conveyed and has good right to convey the
same; that he or she has done no act to encumber the,interest conveyed; and
that he or she will execute such further assurances thereof as may be requisite,
to assure quiet possession thereof, free from encumbrances.
WITNESS the following signatures and seals:
O George H. Nuttycombe (SEAL)
Louise C. Nuttycombe (SEAL)
STATE OF VIRGINIA
COUNTY OF ALBEMARLE, to-wit:
•
I, Mary E. Hawkins, a Notary Public in and for the State and County
aforesaid do hereby certify that George H. Nuttycombe whose name is,signed to '
the foregoing writing bearing.date on the 5th day of April, 1957 has acknow-
ledged the same before me in my County and State aforesaid.
My commission expires: October 10, 1959.
Given under my hand this 22nd day of April, 1957.
Mary E. Hawkins, Notary Public
STATE OF VIRGINIA
COUNTY OF ALBEMARLE, to-wit:
111 I, Joel M. Cochran, a Notary Public in and for the State and County
aforesaid do hereby certify that Louise C. Nuttycombe whose name is signed
to the foregoing writing bearing date on the 5th day of April, 1957 has
acknowledged the same before me in my State and County aforesaid.
My commission expires: August 19, 1959.
Given under my hand this 23 day of April, 1957.
Joel M. Cochran, Notary.Public
r•
SEE PLAT NEXT PAGE!
. ,
480
1 L
, .
. .
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. .
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I
i PLAT SHOWING A SURVEY OF A PORTION OF THE PROPERTY NOW OWNED BY GEORGE H.
& LOUISE C. NUTTYCOMBE, LOCATED ON ROUTE 631, N. E. OF CHARLOTTESVILLE, ALBE-
'[ MARLE COUNTY, VIRGINIA. WILLIAM S. ROUDABUSH, JR., CERTIFIED LAND SURVEYOR.
. SCALE: lu = 100' April 1, 1957.
I
VIRGINIA: .•
I
IN THE CLERK'S OFFICE OF ALBEMARLE CIRCUIT COURT,April 24, 1957.
This deed was presented to me in said office and with certificate annexed
admitted to record at 10:00 A. M. And Plat attached.
Teste:
I
[
I trat4-lb'9/17:44) , Clerk
1, I .
1 * * * * * * * * * * * * * * * * * * *
ii .... i
8K1632PG0132 1
R/H 16
PREPARED BY VDOT Revi16d 2/97
UNDER SUPERVISION OF THE
OFFICE OF THE ATTORNEY GENERAL
Exempted from recordation taxess and fees
lf(e)(4),
under Sections 58.1-811(A)(3),
58.1-3315, 25-249 and 14.1-125.2(D).
THIS DEED, Made this 12th day of June, 1997, by and between Louise C.
NLITYCOMBE, hereinafter designated as Grantor (even though more than one), and
the COMMONWEALTH OF VIRGINIA, Grantee;
WITNESSETH: In consideration of the sum of $8,700.00 paid by the Grantee to
the Grantor, receipt of which is hereby acknowledged, the said Grantor hereby
grants and conveys unto said Grantee in fee simple, with general warranty, the
land located in Charlottesville Magisterial District, in Albemarle County, and
described as follows:
Being as shown on Sheet 7 of the plans for uteu6631, St(teghH)ghway
on the
Project 0631-002-185, C-501, and beginningtint in
of the existing right of way apf present route 631 from a ximate Centerline
the lands of the Grantor opposite PProximate
Station 137+32.9 to the lands now or formerly belonging
nroto common n
o a wealth
,r Central Real Estate Investments, Inc. opposite
pp land; together
t ii 139+52 and containing 4,522 square feet, more or less,
with the temporary right and easement to use the additional area shown
as being required
squares feet r moretorction less.tf cut Saidatemporary fill
easement
slopes,
e3 1
containing 1, such
g�,,� will terminate at such time as the construction of the aforesaid project
8*" is completed. Also together with the permanent right and easement to
t to
use the additional area shown as being required for
approximate
construction and maintenance of inlets and pipes right
Station 137+72 to approximate Station of138++81he 5, containing ngg1,151 square
feet, more or less; and being part
Grantor from George H. Nuttycombe by Deed dated September 11, 1945, and
recorded in Deed Book 264, Page 487, and by Deed dated April 5, 1957,
and recorded in Deed Book 331, Page 478, in the Office of the Clerk of
the Circuit Court of said County.
For a more particular description of the lanherein
ococonveyed,
ireference
ce
is made to photocopy of said Sheet No. 7, showing
land conveyed in fee simple, indicated in ORANGE the land conveyed for
the temporary easement, and indicated in GREEN the land conveyed o conveyer
the
permanent easement, which photocopy is hereto attached as a py
conveyance and recorded simultaneously herewith in the State Highway
Plat Book No. , Page
1
BK 1632Pc0 133
The Grantor by the execution of this instrument acknowledges that the plans
for the aforesaid project as they affect his property have been fully explained
to him or his authorized representative.
The said Grantor covenants that he is seized of the land in fee simple
herein conveyed; that he has the right to convey the said land to the Grantee;
that he has done no act to encumber the said land; that the Grantee shall have
quiet possession of the land, free from all encumbrances, and that he will
execute such further assurances of the said land as may be requisite.
The said Grantor covenants and agrees for himself, his heirs, successors and
assigns, that the consideration hereinabove mentioned and paid to him shall be
in lieu of any and all claims to compensation for land, and for damages, if any,
to the remaining lands of the Grantor which may result by reason of the use to
which the Grantee will put the land to be conveyed, including such drainage
facilities as may be necessary.
WITNESS the following signature and seal:
` 7 (SEAL)6UISE �NUiTCO�
STATE OF v'r 4'r;a
COUNTY OF _%bCvnAtkG
The foregoing instrument was acknowledged before me this Aq day of
y�y , 19 q1, by Louise C. Nuttycombe.
My Commission expires dr,.,acy '5‘,'J000 •
Notary Public
2
-,a
•
•
BK ! 632PG0 13b
VIRGINIA: IN THE CLERK'S OFFICE OF THE CIRCUIT COURT OF ALBEMARLE:
THIS DEED WAS PRISE:WED, AND WTHI CERTIFICATE ANNEXED, IS ADMITTED
TO RECORD ON 19 L)'] ,AT !Q 3 p'CLOCK r4 M.
STATE TAX $ (039) 1 B r ?1 s (o (4I3 kt Y
LOCAL TAX $ (213)
TRANSFER FEE $
�� (('�' 4
I.T.T.F.
VSLF' S 1.00 (145) k Tiff 5 Y ��
CLERK'S FEE $ /a.QQ (301)
PLAT $ 5.0 a
SECT.58.1-802: TESTE:
STATE TAX $ (038) SHE BY J.MARSHALL,CLERK
LOCAL TAX S_ (220)
LOCAL TAX $ (223) BY:
TOTAL $/ CCt3 DEPUTY CLERK
r
.i, Return to: etatn ^,.'., p,. Engineer. ( (�f. i ' 9 6
Virginia ^^" .. .0ortetlo6
1401 E:u:t
Richmond, Virglule 23219
R/W-35 COD
Revised 11-86
Exempt•(vi from recordation taxes
under Se:t.i.ois 58.1-811(A)(3),
58.1411(6 (4) ;and 25-249. (yE r`.;
No. C-36454 $ 27,564.00
CERTIFICATE OF DEPOSIT
This is to cert.ifty that $ 27,564.00 is estimated by the
Cumunwealt.h Transportation Commissioner of Virginia to be the fair value of
the land hereinafter described, or interest therein, and damages to the
remainder, if any, owned in whole or in part by Louise C. NUTTYCOMBE,
widow
which the said Cossmsionwealth Transportation commissioner of Virginia has
directed to be taken in conjunction with the construction, reconstruction,
alteration, maintenance and repair of. Route 631 - State Secondary System
and for all other purposes incidental thereto, identified as Project.
0631-002-219, C504 , as shown on Sheets 4 & 4A of plans
for said Project on file with the Department of Transportation. The amount
above specified, or so much thereof as may be directed by the Court, will be
paid by the State Treasurer of Virginia, pursuant to the order of the
Circuit Court of Albemarle County
as provided by Title 33.1, Chapter 1, Article 7 of the 1950 Code of Virginia,
as amended. The land, or interest therein, taken lies in Charlottesville
Magisterial District of Albemarle County, and is described
as follays:
Being as shown on Sheet 4 of the plans for Route 631,
State Highway Project 0631-002-219, C504, and lying on the
southwest right side of and adjacent to the center of present
Route 631, from the lands now or formerly belonging to Peter G.
Hallock and Alta A. Hallock at approximate Route 631 survey !;
centerline Station 133+99 to the lands now or formerly belonging
to Dominion Lands Inc. at approximate Station 139+44, and
containing 0.549 acre, more or less, land, of which 0.185 acre
is included in the existing right of way and 0.364 acre, more or
less, is additional land.
AND WHEREAS, the Virginia Electric and Power Company
was the owner of an easement and right of way for the
construction, operation and maintenance of power line
facilities, together with the necessary attachments and
appurtenances thereto, along and contiguous to said Route 631;
and
1
lir
UK , ,�ilil'l3 171
WHEREAS, the construction of the aforesaid project
makes it necessary to relocate the said power company's
facilities;
NOW, THEREFORE, under the provisions of Section
33.1-96, 1950 Code of Virginia, as amended, the Commonwealth
Transportation Commissioner of Virginia has also directed to be
taken, in order that same may then be conveyed to the Virginia
Electric and Power Company, its successors and assigns, an
easement and right of way for the construction, operation and
maintenance of power line facilities, including any and all
necessary attachments and appurtenances thereto, along and
1 contiguous to the proposed southwest right of way line of said
Route and Project, from opposite approximate Station 134+27 to
opposite approximate Station 139+44, the estimated fair value of
which is included in the amount above specified.
AND WHEREAS, the Central Telephone Company of Virginia
was the owner of an easement and right of way for the
construction, operation and maintenance of telephone line
facilities, together with the necessary attachments and
appurtenances thereto, along and contiguous to said Route 631;
and
WHEREAS, the construction of the aforesaid project
makes it necessary to relocate the said telephone company's
facilities;
NOW, THEREFORE, under the provisions of Section
33.1-96, 1950 Code of Virginia, as amended, the Commonwealth
Transportation Commissioner of Virginia has also directed to be
taken, in order that same may then be conveyed to the Central
Telephone Company of Virginia, its successors and assigns, an
easement and right of way for the construction, operation and
maintenance of telephone line facilities, including any and all
necessary attachments and appurtenances thereto, along and
contiguous to the proposed southwest right of way line of said
Route and Project, from opposite approximate Station 134+27 to
opposite approximate Station 139+44, the estimated fair value of
which is included in the amount above specified.
2
I
n►; I 11;, I'L;11 19 8
R/W-35 COD
Revised 11-86
For a more particular description of the land, or interest therein,
taken, reference is made to photo copy of said Sheet 4 , showing
outlined in RED the land taken in fee simple, YELLOW utilities easement
which photo copy is hereto
attached as a part of this Certificate and recorded simultaneously herewith
in the State Highway Plat Book.
Dated at Richmond, Virginia:
I. August 21, 1989
ief r r i
Countersigned:
II r
puty Treasurer of V rginia
Copy for: Commonwealth Transportation Commissioner(2)
Treasurer of Virginia
Attorney at Law
3
1
I
1
•
rr . i....
Return to: State Right of Clay Lngineo13f, I n i It 113 0 19 9
Vtrcttnia Department of Transpurtstlon
1401 !:•int Brood Stroet
Richmond,. Virginia 23219
R/W-.35 COI)
Revised 11-86
STATE: OF VIRGINIA
City of Richmond, To-wit:
I. ,..L_ ' a ary Fubl is }n and for the
State of Virginia, at; large, do cert.i.f • 'it: _ ti.af-ram
Chief Engineer, and •_ __, Deputy Treasurer of
Virginia, whose names are signed to the foregoing writing bearing date on
the ;?/St day of _ , ISO I, have acknwledged the same
before me in the City aforesaid.
My term of office expires ._-----__I:1 1-'1 V
Given under my hand this, {"day of C4j�.d , 19 j .
ar..01
NoAbireAci.
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