HomeMy WebLinkAboutSP201500024 Ownership Documents 2015-08-14Page 1 o11
000155
This instrument was prepared by:
Hamill D. Jones, Jr., Esquire (VSB 412729)
FLORANCEGORDONBROWN Tax Assessment: $482,500.00
A PROFESSIONAL CO"ORAnav Consideration: $435,000.110
1900 One lames Center
901 East Cary Street
Richmond, Virginia 23219
Map Reference Numbers: 06000-00-00-06800 & 06000-00-00-068EA
DEED
THIS DEED, made this 21st day of January, 2015, by and between REALITY IX LLC, a
Virginia limited liability company, Grantor, and AGUELERA. LLC, a Virginia limited liability
company, the Grantee.
WITNESSETH:
That for and in consideration of the sum of Ten Dollars ($10.00) and other good and
valuable consideration, the receipt of which is hereby acknowledged, the Grantor does hereby grant
and convey, with Special Warranty of Title, subject to the terms hereof, to the Grantee, in fee
simple, the following described real estate, to -wit:
ALL that certain tract or parcel of land, with improvements thereon and
appurtenances thereto, situated in Albemarle County, Virginia, on the southwest
side of State Route 654, containing 21.81 acres, more or less, shown as TMP 60-
68, on a plat by Dominion Engineering, dated October 24, 2011, attached to a
Certificate of Plat recorded in the Clerk's Office of the Circuit Court of
Albemarle County, Virginia, in Deed Book 4111, page 186.
BEING a portion of the property conveyed (described therein as "Parcel Six") to
Reality D{ LLC, a Virginia limited liability company, by Trustee's Deed dated
December 31, 2013, from Ingleridge, LLC, a Virginia limited liability company,
and others, recorded in the aforesaid Clerk's Office in Deed Book 4452, Page
283.
Additionally, Grantor hereby quitclaims to Grantee all of Grantor's interest, if any, in the
adjacent parcel shown on the aforesaid plat as "N/F Commonwealth of Virginia, Tax Map 60-68E",
including any right to repurchase.
This conveyance is subject to those restrictions, conditions and easements of record to the
extent that the same might lawfully apply to the property hereby conveyed.
The plural shall be substituted for the singular and the singular for the plural wherever the
context hereof so requires.
Book: 4678 Page: 519 FileNumber: 2015-00000755 Seq:2
Page 1 of 2
C
0.1,4057
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Prepared by:
McCallum & Kudravetz, P.C.
250 F:. liigh Street
Charlottesville, VA 22902 Parcel No. 06000-00-00-06800
(434)293-8191
CERTIFICATE OF PLAT
THIS CERTIFICATE made this 8th day of December, 2011, by HURT INVESTMENT
COMPANY, a Virginia corporation ("HIC");
WITNESSETH:
Attached hereto is a plat of Dominion Engineering dated October 24, 2011, entitled "Physical
Survey, TMP 60-68, Barracks Road Land Trust, Jack Jouett Magisterial District, Albemarle County,
Virginia" (the "Plat").
HIC is the owner of the real property situated in Albemarle County, Virginia, shown and
described on the Plat as "TMP 60-68 Total 21.81 Ac.", such property having been acquired by HIC
by a deed dated September 26, 2011, from Charles Wm. Hurt and Shirley L. Fisher, as Trustees for
the Barracks Road Land Trust pursuant to the terms of that certain Land Trust Agreement dated
December 23, 1997, said deed recorded in the Clerk's Office of the Circuit Court of Albemarle
County, Virginia, in Deed Book 4080, Page 223, and HIC hereby certifies and consents to the
recordation of the attached Plat.
[SIGNATURE PAGE FOLLOWS]
Book: 4111 Page: 186 FileNumber:2011-00014057 Seq:2
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THIS DEED IS EXEMPT FROM RECORDATION TAX PURSUANT TO SECTION 58.1-
81 I(A)(12) OF THE CODE OF VIRGINIA, AS AMENDED.
Prepared by:
McCallum & Kudravetz, P.C.
250 E. High Street TMP 0 06000-00-00-06600 & 06000-00-00-06SAO
Charlottesville, VA 22902
(434)293-8191
THIS DEED made as of the 26th day of September, 2011, by and between CHARLES
WM. HURT and SHIRLEY L. FISHER as TRUSTF,ES for the BARRACKS ROAD LAND
TRUST, pursuant to the terms of a certain Land Trust Agreement dated December 23, 1997, the
Grantor; and HURT INVESTMENT COMPANY, a Virginia corporation, the Grantee, whose
address is: 195 Riverbend Drive, Charlottesville, VA 22911;
WITNESSETH:
In a conveyance to the original beneficiary of a trust from the trustees holding title under
a deed in trust, the Grantor does hereby GRANT and CONVEY with SPECIAL WARRANTY
OF TITLE, but subject to the lien of the deed of trust hereinafter referenced, unto Hurt
Investment Company, a Virginia corporation, the following described property (the "Property'):
See Exhibit "A" attached hereto and
by this reference incorporated herein
This conveyance is made subject to the lien of that certain existing Credit Line Deed of
Trust in favor of Citizens & Farmers Bank, dated October 21, 1998, and recorded in the Clerk's
Office of the Circuit Court of Albemarle County, Virginia in Deed Book 1754, Page 392.
This conveyance is subject to easements, conditions, restrictions and reservations
contained in duly recorded deeds, plats, and other recorded instruments, if any, constituting
constructive notice in the chain of title to the Property, which have not expired by a limitation of
Book: 4080 Page: 223 FileNumber:2011-00010881 Seq:3
Pape 2 of 3
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EXHIBIT A
Parcel One:
•
All that certain tract or parcel of land situated in the County of Albemarle,
Virginia, on State Route 654, containing 21.815 acres, more or less, (being the
residue of a tract of 41.96 acres, more or less), further described as follows:
BEING the same property described as "Parcel One" containing 41.90 acres,
more or less, conveyed to Charles Wm. Hurt and Shirley L. Fisher, Trustees of the
Barracks Road Land Trust, under trust agreement dated December 23, 1997, by
deed dated December 28, 1997, from James L. Jessup, Jr. and Susanne Jessup
Staton, Trustees of the Marital Trust under trust agreement dated November 15,
1983, recorded in the Clerk's Office of the Circuit Court of the County of
Albemarle, Virginia, in Deed Book 1666, Page 318; LESS AND EXCEPT
THEREFROM, HOWEVER, the following tracts or parcels of land:
(a) that certain tract or parcel of land containing 9.275 acres, more
or less, acquired by the Commonwealth Transportation
Commissioner of Virginia by Certificate dated April 9, 1999,
recorded in the aforesaid Clerk's Office in Deed Book 1807,
Page 303;
(b) that certain lot or parcel of land containing 2.19 acres, more or
less, shown as "Lot 4" on a plat by Roger W. Ray & Assoc.,
Inc. dated November 10, 2000, revised October 3, 2002,
conveyed by deed dated January 28, 2003, to William Lee
Anderson, Grant Howlett and William G. K. Merrill, Trustees
of the St. David's Anglican Church, recorded in the aforesaid
Clerk's Office in Deed Book 2369, Page 734, as subsequently
corrected by rerecorded deed and corrected plat in said Clerk's
Office in Deed Book 2493, Page 534;
(c) that certain lot or parcel of land containing 2.03 acres, more or
less, shown as "Lot 3" on a plat by Roger W. Ray & Assoc.,
Inc. dated November 4, 2002, conveyed by deed dated
February 4, 2003, to Ha To Ly and Yu Hua Chang Ly, as
Trustees for the Ly Living Trust, recorded in the aforesaid
Clerk's Office in Deed Book 2375, Page 160;
(d) that certain lot or parcel of land containing 3.81 acres, more or
less, shown as "Revised Lot 2" on a plat of Roger W. Ray &
Assoc., Inc., dated March 7, 2003, conveyed by deed dated
April 30, 2003, to Joseph M. Cochran, Trustee for the Colthurst
Land Trust under the terms of a certain Land Trust Agreement
dated April 29, 2003, recorded in the aforesaid Clerk's Office
in Deed Book 2445, Page 616; and
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Book: 4080 Page: 223 FileNumber:2011-00010881 Seq:6
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(e) that certain lot or parcel of land containing 2.84 acres, more or
less, shown as "Lot I" on a plat by Roger W. Ray & Assoc.,
Inc. dated March 7, 2003, recorded in the aforesaid Clerk's
Office in Deed Book 2445, Page 626, conveyed by deed dated
September 26, 2003, to Vipul N. Patel and Manisha V. Patel,
husband and wife, recorded in the aforesaid Clerk's Office in
Deed Book 2612, Page 270.
Parcel One as described above is also now known as Parcel 68 of Albemarle County
Tax Map 60.
Parcel Two:
All that certain tract or parcel of land situated in the County of Albemarle,
Virginia, at the intersection of State Route 654 and Colthurst Drive containing
0.235 acre, more or less, shown and described on a plat by O.R. Randolph,
Engineer, dated May 28, 1958, recorded in the aforesaid Clerk's Office in Deed
Book 341, Page 122; LESS AND EXCEPT abatements to the Commonwealth of
Virginia for the construction of State Route 654, recorded in the aforesaid Clerk's
Office in Deed Book 428, Page 479, and Deed Book 433, Page 98. Said property
is also known as Parcel 68A of Albemarle County Tax Map 60.
Parcel Two BEING the same property in all respects as "Parcel Two" conveyed to
Charles Wm. Hurt and Shirley L. Fisher, as Trustees for the Barracks Road Land
Trust pursuant to the terms and conditions of a certain Land Trust Agreement
dated December 23, 1997, by deed dated December 28, 1997, from James L.
Jessup, Jr. and Suzanne Jessup Staton, Trustees of the Marital Trust under Trust
Agreement dated November 15, 1983, recorded in the aforesaid Clerk's Office in
Deed Book 1666, Page 318.
By this deed, Grantor intends to convey to Hurt Investment Company, a Virginia corporation, all
its remaining right, title and interest in the real property obtained by Grantor by the aforesaid
deed dated December 28, 1997, recorded in the aforesaid Clerk's Office in Deed Book 1666,
Page 318.
RECORDED IN CLERKS OFFICE OF
ALBEMARLE COUNTY ON
September 28,2011 AT 3:50:57 PM
$0.00 GRANTOR TAX PO
AS REQUIREP BY VA CODE 168.1.802
STATE 0.00 LOCAL: $0.00
HAData llilcv111UR'I\I-It1R'1' RiiAL ESTATEW-Wffacks Rd. LT to H1C.doc 9/28/11 11:38 AM ARLE COUNTY, VA
SHIPP CLERK
S OC
Book: 4080 Page: 223 FileNumber:2011-00010881 Seq:7
Page 1 of 2
014 0:57
Prepared by:
McCallum & Kudravetx, P.C.
250 E. High Street
Charlottesville, VA 22902 Parcel No. 06000-00-00-06800
(434)293-8191
CERTIFICATE OF PLAT
THIS CERTIFICATE made this 8th day of December, 2011, by HURT TNVESTMENT
COMPANY, a Virginia corporation ("HTC");
WITNESSETH:
Attached hereto is a plat of Dominion Engineering dated October 24,201 l,entitled "Physical
Survey, TMP 60-68, Barracks Road Land Trust, Jack Jouett Magisterial District, Albemarle County,
Virginia" (the "Plat").
1 IC is the owner of the real property situated in Albemarle County, Virginia, shown and
described on the Plat as "TMP 60-68 Total 21.81 Ac.'.', such property having been acquired by I11C
by a deed dated September 26, 2011, from Charles Wm. Hurt and Shirley L. Fisher, as Trustees for
the Barracks Road Land Trust pursuant to the terms of that certain Land Trust Agreement dated
December 23, 1997, said deed recorded in the Clerk's Office of the Circuit Court of Albemarle
County, Virginia, in Deed Book 4080, Page 223, and RIC hereby certifies and consents to the
recordation of the attached Plat.
[SIGNATURE PAGE FOLLOWS]
Book: 4111 Page: 186 FileNumber:2011-00014057 Seq:2
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AGREEMENT OF SALE AND
ADJACENT LANDOWNER'S AFFADAVIT
This Agreement of Sale (this "Agreement") is made as of this 3rd day of May, 2015 by
and between COMMONWEALTH OF VMGINIA, DEPARTMENT OF
TRANSPORTATION ("Seller"); and AGUILERA, LLC ("Purchaser").
RECITALS:
R-1. Seller by virtue of the certain instrument recorded among the land records of the County
of Albemarle, Virginia, dated April 9, 1999 in Deed Book 1807, Page 0303, and
concluded by Final Order dated July 24, 2000, recorded in Deed Book 153, Page 268, is
the owner of certain real property located in the County of Albemarle, Virginia,
containing 9.275 acres, more or less, of Un -improved land and further identified by the
County of Albemarle, Virginia by Tax Map # 06000-00-00-068EO and further described
as being as shown in RED on Sheets 9, 10 and IOB of the plans for Route 29, State
Highway Project 6029-002-F22, RW -202 and beginning on both sides of the Route 29
Bypass Centerline Construction Baseline from the lands now or formerly belonging to the
Commonwealth of Virginia opposite approximate Station 171+26 to a point on the
southwest existing right of way line of present Route 654 (Barracks Road) opposite
approximate Station 174+40; .
And the temporary right and easement to use the additional areas shown highlighted in
ORANGE on the adjacent lands of the Purchaser, being required for the proper
installation of erosion/sediment control and sediment base, containing 2.524 acres, more
or less;
And all easements of access, light or air incident to the adjacent lands of the Purchaser
abutting upon the Limited Access Highway, any ramps, loops or connection at or with
intersecting highways. The line or lines upon which said easements are shown in BLUE
and described as follows:
From a point on the southeast proposed limited access line opposite
approximate Station 171+36 (Construction Baseline of Route 29 Bypass),
the lands of the Commonwealth of Virginia, thence along said proposed
limited access line and proposed right of way and limited access line to a
point opposite approximate Station 174+00, the lands of the landowner.
From a point on the northwest proposed right of way and limited access
line opposite approximate Station 171+67 (Construction Baseline of Route
29 Bypass), the lands of the Commonwealth of Virginia, thence along said
proposed right of way and limited access line to a point opposite
approximate Station 174+18.5, the lands of the landowner.
The lands and easements described above are referenced collectively as (the "Property').
Page I
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R-2. Purchaser desires to purchase from Seller and Seller desires to sell to Purchaser, the
Property upon the terms and conditions hereinafter set forth.
R-3. Purchaser swears and affirms that it is the owner of record of the land immediately
adjacent to the Property.
NOW, THEREFORE, for and in consideration of the mutual promises of the parties and
other good and valuable consideration, receipt and sufficiency of which are hereby
acknowledged, the parties intending to be legally bound do hereby agree as follows:
1. Sale and _Purchase. Subject to the terms and conditions set forth in this
Agreement, Seller agrees to sell to Purchaser and Purchaser desires to purchase from
Seller, the Property. The Property shall include all rights appurtenant thereto and/or
benefitting the Property. The Property shall be conveyed to Purchaser, in its "As Is"
"Where Is" condition, all as more particularly set forth herein.
2. Purchase Price and Method of Payment. The purchase price for the Property shall
be ONE HUNDRED THIRTY-TWO THOUSAND THREE HUNDRED DOLLARS
($132,300.00) (the "Purchase Price") which shall be paid to Seller in immediately
available funds following the recordation of the deed of conveyance for the Property on
the Date of Settlement (as hereafter defined). The Deposit described in Paragraph 3
hereof shall be credited toward the Purchase Price at Settlement (as hereinafter defined).
3. De it. Seller acknowledge receipt from Purchaser, a deposit in the amount of
N/A Dollars ($0.00 }
(the "Deposit"). The Deposit shall be held by Seller and shall be either returned to
Purchaser, retained by Seller and credited to the Purchase Price or forfeited and retained
by Seller all as more particularly set forth in this Agreement.
4. Feasibility Study. Purchaser shall, during the duration of this Agreement, have
the right of access to enter upon the Property for the purpose of making inspections,
performing surveys, and engineering and soil test borings. The Purchaser shall also have
the right to make such other studies as is deemed appropriate. All such tests and/or
studies shall be at the sole expense of Purchaser. In the event Purchaser, for any reason,
determines that its purchase of the Property is not feasible or economically viable and in
its sole discretion, finds the Property unacceptable for its purposes, Purchaser shall have
the unqualified right for a period of Sixty (60) days after the Ratification Date (as
hereinafter defined) (the "Feasibility Period"), to terminate this Agreement upon written
notice to Seller. In such event the Deposit shall be returned by Seller to Purchaser and
neither Purchaser nor Seller shall have any further or other liability under this Agreement.
Within five (S) business days after the Ratification Date (as hereinafter defined), Seller
shall provide to Purchaser, access to available material documentation, agreements and
other information in the possession of Seller or Seller's agents related to Seller's
ownership or operation of the Property, and copies of any engineering data or
environmental inspections. In the event that Purchaser shall terminate this Agreement for
any reason, other than Sellers breach, Purchaser agrees to provide to Seller, at no cost to
Seller, copies of all engineering and test and study results relating to Purchaser's
Page 2
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examination of the Property and to return the condition of the Property to its condition
prior to Purchaser's entry. Purchaser agrees to indemnify and save Seller harmless from
any loss, damage, cost or expense, including reasonable attorney fees in defending any
such actions, occasioned by the entry of Purchaser or its contractors or representatives on
the Property. The provisions of this indemnity shall survive the termination or Settlement
under this Agreement. Purchaser shall provide evidence to Seller that any contractors
entering the Property on Purchasers behalf to perform any non-destructive inspections
and/or tests, performing surveys, and engineering and soil test borings, are personally
insured for Commercial General Liability, to include bodily injury and property damage,
personal injury and advertising injury, products and completed operations coverage. The
Seller shall be named as an additional insured and so endorsed on the policy.
0 S. Title and Survey.
(a) As a condition to Settlement, the Seller certifies that it is unaware of any
defects in title and believes the title to the Property is good and marketable and
insurable by a recognized title insurance company licensed to do business in the
Commonwealth of Virginia, and shall be conveyed to Purchaser free of liens, by
Quit Claim Deed and subject to covenants, conditions, restrictions, easements,
rights-of-way and all other matters of record.
(b) Purchaser may, at its expense, cause an examination of title to the Property
to be made within thirty (30) days from the Ratification Date of this Agreement,
and shall provide Seller with copies of Purchaser's commitment for title
insurance and with any title examination conducted by Purchaser within five (5)
business days of Purchaser's receipt thereof and shall advise Seller of those
exceptions to title revealed by either the title insurance commitment or the title
examination which are unacceptable to Purchaser. Matters shown on the copy of
Purchaser's title commitment or title examination which are not objected to within
the Feasibility Period are referred to as the "Permitted Exceptions". Matters
shown on the copy of Purchaser's title commitment or its title examination which
are objected to within the Feasibility Period are referred to as "Objectionable
Title Items". Within five (5) days after receiving notification of any
Objectionable Title Items from Purchaser, Seller shall inform Purchaser as to
whether it shall cure or cause the cure of such Objectionable Title Item ("Seller's
Cure Notice"). Any failure to respond shall be deemed an election by Seller not
to remove or cause the removal of such Objectionable Title Item. In the event
that Seller elects to remove or cause the removal of such Objectionable Title Item,
the date set forth in Paragraph 6 hereof for Settlement hereunder shall, if required,
be extended for such time as may be necessary to effect cure (but in no event
longer than an additional thirty (30) days, unless the parties shall mutually agree
otherwise in writing). In the event that Seller declines or is deemed to decline to
cure or cause the cure of Objectionable Title Items Purchaser shall have the
option to (a) terminate this Agreement by giving notice of its intention to
terminate within five (5) days following receipt of Seller's Cure Notice, in which
event the Deposit shall be returned to Purchaser, and neither party shall have any
further liability or obligations hereunder, or (b) accept title as shown by the title
Page 3
examination, and proceed to Settlement hereunder in which event all previous
Objectionable Title items shall be deemed Permitted Exceptions.
Notwithstanding the foregoing, if, on the Settlement Date set forth herein,
exceptions to title other than the Permitted Exceptions exist and such other
exceptions consist of deeds of trust, mortgages, mechanics liens, or delinquent tax
liens, Seller and Purchaser shall resolve any issues as described above. Seller shall
not, after the Ratification Date of this Agreement, subject the Property or consent
to any non -monetary encumbrances, covenants, conditions, restrictions,
easements, or rights-of-way, or seek any zoning changes or take any other action
which may affect or modify the status of title or otherwise affect the Property
without Purchaser's prior written consent which consent may be withheld in
Purchaser's sole discretion.
6. Settlement. Purchaser may select the Settlement Agent of its choice or agree to
have Seller act as Settlement Agent to perform Settlement. Provided that all conditions
precedent as set forth in this Agreement have been satisfied or waived and Purchaser does
not first terminate this Agreement during the Feasibility Period, the parties agree that
settlement ("Settlement") shall occur on a date selected by Purchaser (the "Settlement
Date" or "Date of Settlement") and designated in writing with at least five (S) days prior
written notice to Seller, which date shall not be later than Sixty (60) days after the
expiration of the Feasibility Period, unless the Settlement Date is extended pursuant to
the terms of this Agreement. The settlement shall occur in the Commonwealth of
Virginia.
7. Warranties and Representations.
(a) Seller's Representations
(i) Organization Ratification and Power of Seller. Seller is a
Governmental Agency, duly organized, validly existing and in good
standing under the laws of the Commonwealth of Virginia. Seller and any
individual executing this Agreement on Seller's behalf, has the power to
execute, deliver and perform this Agreement and has taken all actions
required to authorize the due ratification and delivery of this Agreement.
(ii) Other Agreements. To Seller's knowledge, there are no unrecorded
leases, service agreements or other contracts which affect the Property. As
of the Settlement Date, the Property shall be vacant and free of any leases,
license agreements or occupancy agreements.
(iii) Other Violations. To Seller's knowledge, Seller has received no
notice that the Property is in violation of any applicable environmental,
health, fire, building, safety or planning or zoning laws or ordinances.
(iv) Adverse Changes. After ratification of this Agreement, seller shall
not cause an adverse change in the condition of the Property or the status
of Seller's title to the Property. Seller covenants and agrees immediately to
Page 4
notify Purchaser of any state of facts which would constitute a breach or
render inaccurate any of the foregoing representations immediately after
becoming aware of such state of facts.
(v) Environmental. To Seller`s knowledge, except for such matters as
may be disclosed in any reports furnished to Purchaser by Seller or in any
reports or studies obtained by Purchaser, the Property is not in violation of
the Comprehensive Environmental Response, Compensation and Liability
Act, as amended, 42 U.S.C. 9601-9630, in the Superfund Amendments
and Reauthorization Act, 42 U.S.C. 9601-9680, in the Resource
Conservation and Recovery Act, 42 U.S.C. 6901-6992, and in the Clean
Air Act, 42 U.S.C. 7401-7508, as any of the preceding may be amended
from time to time (the "Environmental Laws") relating to environmental
conditions on or under the Property, including soil and groundwater
condition. Except as disclosed in any environmental report provided to, or
prepared by or on behalf of Purchaser, neither Seller nor, to Seller's
knowledge, any third party has, at any time, generated, manufactured,
stored, disposed of, released, discharged, treated or installed on, in, under
or from the Property, radioactive materials, hazardous wastes, toxic
substances, pollutants or related materials or other substances defined as a
"toxic substance" in the Environmental Laws in effect on the date of this
Agreement and any other substances considered toxic or otherwise
harmful pursuant to any other applicable laws or regulations relating to
pollution or protection of human health or the environment ("Hazardous
Substances").
(vi) Foreign Persons. Neither Seller nor any of the parties comprising
seller is a "foreign person" within the meaning of the Foreign Investment
in Real Property Tax Act, as amended ("FIRPTA"). At the time of
Settlement, the Seller (and the parties comprising Seller) shalt execute
such instruments, certifications and/or affidavits as Purchaser or its title
insurance company may deem necessary in order to comply with FIRPTA
or other tax related disclosure and reporting requirements.
(b) Purchaser's Representations and Wan-anties.
(i) The ratification, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby have been duly
and validly authorized by all requisite actions of Purchaser. This
Agreement constitutes a valid and binding obligation of Purchaser,
enforceable against Purchaser in accordance with its terms. The
ratification delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby by Purchaser will
not (a) violate any law or any order of any court or governmental authority
with proper jurisdiction; (b) result in a breach or default under any
contract or other binding commitment of Purchaser or any provision of the
organizational documents of Purchaser, or (c) require any consent or
Page 5
8.
approval or vote that has not been taken or given, or at the time of the
transaction involved, shall not have been taken or given. There are no
actions, suits, arbitrations, proceedings, governmental investigations or
other proceedings that are pending against Purchaser that adversely and
materially affect it right to enter into or perform this Agreement.
Deed of Conveyance Settlement Costs Place of Settlement.
(a) Seller agrees to furnish and convey the Property with the following at
Settlement:
(i) Quit Claim Deed in the form customarily used by the
Commonwealth of Virginia ("Deed'D conveying title to the Property in
recordable form;
(ii) A certification of non -foreign status or such other documents as
may be required by Purchaser's title insurer.
(b) The examination of title, title insurance premiums, survey costs, recording
charges and taxes for the Deed shall be at the sole cost of Purchaser. Settlement
fees including any and all costs associated with the services of the Settlement
Agent shall be paid by Purchaser. Seller is exempt from such recording charges
and recording taxes. The Seller will prepare the Deed. Each party shall be
obligated to pay all of its own counsel fees.
(c) All real estate taxes and assessments shall be prorated as of the Settlement
Date with the Purchaser being responsible for a pro rata share of such taxes and
assessments based on the number of days in such tax year occurring after the
Settlement Date. The Seller is exempt from such taxes.
(d) Settlement shall take place at the offices of the Settlement Agent.
9. Possession. Seller agrees to deliver sole and exclusive possession of the Property
on the Date of Settlement free of any leases or tenancies.
10. Risk of Loss. The risk of loss for the Property shall remain with the Seller until
Settlement. Notwithstanding the foregoing, Purchaser shall be liable for and indemnify
Seller against any loss or damages sustained by Seller resulting from the acts of
Purchaser or its agents resulting from its entry upon the Property or while performing
engineering studies or tests on the Property, unless caused by the gross negligence of
Seller.
11. Defaults and Remedies.
(a) If (i) any of the representations made by the Seller in Paragraph 7(a) shall
be inaccurate or incorrect, (ii) the Seller shall fail to perform any of the covenants
or agreements to be performed by it under this Agreement on or before the Date
of Settlement, the Purchaser shall have the right to terminate this Agreement by
Page 6
•
giving written notice thereof to the Seller, and Seller shall return the Deposit to
the Purchaser, and neither party shall have any further liability to the other under
this Agreement. If all conditions precedent to the Purchaser's obligation to
purchase the Property have been satisfied and the Purchaser defaults in
purchasing the Property on the Date of Settlement as required by this Agreement,
the Seller shall retain the deposit and this Agreement shall automatically
terminate and except for Purchaser's continuing liability arising under Paragraph
4 of this Agreement, neither party shall have any further liability to the other
under this Agreement. Except as aforesaid, the Seller's sole and exclusive remedy
for the Purchaser's default shall be to receive the Deposit as fixed and liquidated
damages.
(b) Notwithstanding the provisions of this Paragraph 11, neither the Seller nor
the Purchaser shall be in default hereunder until receipt of written notice of such
default (the "Default Notice") from the non -defaulting party and the failure of the
defaulting party to cure its breach within ten (10) days following the receipt of
such Default Notice.
12. Notices. Any notice required or permitted to be given under this Agreement shall
be deemed to be given when (i) received by confirmed facsimile transmission; (ii) hand -
delivered by personal delivery; or (iii) one (1) business day after pickup by recognized
overnight delivery service or (iv) when received by registered or certified mail (return
receipt requested, first-class postage prepaid), in either case addressed to the parties as
follows:
If to Seller: Commonwealth of Virginia, Department of Transportation
87 Deacon Road
Fredericksburg, Virginia 22405
Attn: Karen Lenar
Telephone: (540) 8994167
Fax: (540)899-4435
Email: Karen.Lenar@VDOT.Virginia.gov
With copy to: Commonwealth of Virginia, Department of Transportation
1401 E. Broad Street, 5& Floor Annex
Richmond, Virginia 23219
Attn: Neil M. Hord
Telephone (804) 786-4079
Fax: (804) 786-1706
Email: Neii.Hord@VDOT.Virginia.gov
Page 7
If to Purchaser. ` If m
LLC
C
Attn: 'I&
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Telephone: 1J
Fax:
Email:�
with copy to:
Attn:
Telephone:
Fax:
Email:
/�
If to Settlement Agent: LjrAJN-111NA � f 8`n -(-r
'P.o. i3oF
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Attn: a.. F�*&. Q t A 1AM S
Telephone: I" ¢ ^ Sri — 71
Fax: �f'3¢- ? S'tgo
Email: �_>'tJ 00!Y �w
or in each case to such other address as any party hereto may from time to time designate
to the other parties hereto by notice given pursuant to this Paragraph.
13. Seller's Conditions Precedent to Settlement. The obligation of Seller to proceed
to Settlement on the Property shall be subject to the following conditions (except as
otherwise provided herein, any or all of which may be waived in writing in whole or in
part by Seller):
(a) That the representations and warranties of Purchaser contained in
Paragraph 7(b) hereof shall be true and correct in all material respects as of the
Date of Settlement.
(b) As of the Date of Settlement, Purchaser shall have performed its
obligations hereunder and all deliveries to be made at Settlement have been
tendered.
In the event that any of the foregoing conditions precedent are not satisfied (or waived in
writing by Seller) by the Date of Settlement, Seller shall without waiving any other rights
it may have against Purchaser in the event of a Purchaser default hereunder, have the
unqualified right upon written notice to Purchaser to terminate this Agreement in which
event the Deposit shall be delivered to Seller, and, except as otherwise provided in this
Agreement, neither party shall have any further liability hereunder.
Page 8
14. Purchaser's Conditions Precedent to Settlement. The obligation of Purchaser to
proceed to Settlement on the Property shall be subject to the following conditions (except
as otherwise provided herein, any or all of which may be waived in writing in whole or in
part by Purchaser).
(a) That title to the Property shall be good of record and in fact marketable
and insurable as set forth in Paragraph 5 of this Agreement.
(b) That the representations of Seller contained in Paragraph 7(a) hereof shall
be true and correct in all material respects as of the Date of Settlement.
(c) As of the Date of Settlement, Seller shall have performed its obligations
hereunder and all deliveries to be made at Settlement have been tendered.
In the event that any of the foregoing conditions precedent are not satisfied (or waived in
writing by Purchaser) by the Date of Settlement, Purchaser shall without waiving any
other rights it may have against Seller in the event of a Seiler default hereunder, have the
right upon written notice to Seller to terminate this Agreement in which event the Deposit
shall be returned to Purchaser, and, except as otherwise provided in this Agreement,
neither party shall have any further liability hereunder.
15. Brokerage. Purchaser shall be solely responsible for any commission due to
nd e— (the "Broker") pursuant to the terms of a separate
agreement entered into by and between Purchaser and Broker. Except as otherwise set
forth in this Paragraph 16, Purchaser and Seller represent to each other that Purchaser and
Seller have not dealt with any agent, broker, or finder with respect to the transaction
contemplated by this Agreement.
16. Miscellaneous Provisions.
(a) Bindina Effect. This Agreement shall, be binding upon and inure to the
benefit of the parties hereto, and their respective successors and assigns.
(b) Waiver Modification. Failure by Purchaser or Seller to insist upon or
enforce any of its rights hereunder shall not constitute a waiver thereof.
(c) Governing Law. This Agreement shall be governed by and construed
under the laws of the Commonwealth of Virginia.
(d) Partial Invalidity. If any provision of this Agreement shall be determined
to be void by any court of competent jurisdiction, then such determination shall
not affect any other provision hereof, all of which other provisions shall remain in
full force and effect; and it is the intention of the parties hereto that if any
provision of this Agreement is capable of two constructions, one of which would
render the provision void and the other of which would render the provision valid,
then the provision shall have the meaning which renders it valid.
Page 9
(e) Time. With respect to all time periods contained in this Agreement, it is
expressly understood that time shall be of the essence.
(f) Holidays. etc. Whenever the last day for the performance of any act
required by either Seller or Purchaser under this Agreement shall fall upon a
Saturday, Sunday, or legal holiday, the date for the performance of any such act
shall be extended to the next succeeding business day which is not a Saturday,
Sunday or legal holiday.
(g) Entire Agreement. This Agreement contains the entire agreement among
the parties. There are no promises, agreements, terms, conditions, undertakings,
understandings, warranties, covenants or representations, oral or written, express
or implied, among them other than as set forth in this Agreement. This Agreement
may not be modified orally or in any manner other than by an agreement in
writing signed by all the parties or their respective successors in interest.
(h) Further Assurances. Each of the parties hereto shall at any time and from
time to time after the Settlement execute and deliver such further instruments,
documents and certificates and do such further acts and things, as may be required
by law or which may be appropriate or reasonable in order to cavy out the intent
and purposes of this Agreement, or to vest more fully in Purchaser the title to the
Property.
(i) Delivery: Counterparts. To facilitate ratification, this Agreement may be
executed in as many counterparts as may be required; and it shall not be necessary
that the signatures of, or on behalf of, each party, or that the signatures of all
persons required to bind any party, appear on each counterpart; but it shall be
sufficient that the signature of, or on behalf of, each party, appear on one or more
of the counterparts. All counterparts shall collectively constitute a single
agreement.
0) Ratification Date. The Ratification Date of this Agreement shall be the
date that this Agreement is fully executed by Seller and Purchaser.
17. Duties of Settlement Agent.
(a) The duties of the Settlement Agent are only as herein specifically provided
and are purely ministerial in nature, and the Settlement Agent shall incur no
liability whatsoever except for willful misconduct or gross negligence, as long as
the Settlement Agent has acted in good faith.
(b) In the performance of its duties hereunder, the Settlement Agent shall be
entitled to rely upon any document, instrument or signature believed by it to be
genuine and signed by either or both of the parties or their successors.
(c) The Settlement Agent may assume that any person purporting to give any
notice of instructions in accordance with the provisions hereof has been duly
authorized to do so.
Page 10
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(d) The Settlement Agent agrees to notify the Seller the purchase funds are
being held by Settlement Agent prior to the release of the executed deed, or to
hold, in escrow, the purchase funds until recordation and payment to Seller.
(e) The Settlement Agent is to ensure the recordation of the executed deed
and plat.
(f) The Settlement Agent is to ensure payment of balance of purchase funds
to the Seller.
(g) The Settlement Agent shall not be bound by any modification,
cancellation or rescission of this Agreement unless in writing and signed by it,
Seller and Purchaser.
[REMAINDER OFPAGEINTENTIONALLYLEFTBLANKI
[SIGNATURE PAGES FOLLOW}
Page 11
•
WITNESS the following signatures and seals.
Date:
Commonwealth of Virginia)
City of Richmond) to -wit:
SELLER:
COMMONWEALTH OF VIRGINIA,
Department of Transportation
Neil M. Hord,
Program Manager Property Management
The foregoing instrument was acknowledged before me this ��day of ,
2015 by Neil M. Hord, for the Virginia Department of Transportation
Registration No. 1 a q 3 q"7
My commission expires: 2hadz -3-1. 3 D/ b
i
Notary Public
—�
ELAINE M. ZEMBRUSKI
Notary Public
Commonw' " at Virpiola
129347
My Commission Expires May 31. 2016
Page 12
PURCHASER:
1 4a L G
Date: I3 By:
Name -
14 G
Tide:
Commonwealth of Virginia)
County/City of . Q�(, LA077W)4 -- ) to -wit:
The foregoing instrument was acknowledged before me this 133 day of _
2015 by <M -Y
Notary Publi
Registration No. '7 1.60 $1 ?--
My
My commission expires: 2 •- 3l - 2A /
HMY M GUNDERSON
NOTARY PUSUC
Commonwealth of Virginia
Reg. #7130812 3taD �
My Commission Expires
Page 13
i
SETTLEMENT AGENT:
L. rrnr t'7'r c.
Date: ? r 3 S By
N e: a iJI+-ci.tMS
Tit ih %rte- ha t er
Page 14
AGREEMENT OF SALE AND
ADJACENT LANDOWNER'S AFFADAVIT
This Agreement of Sale (this "Agreement") is made as of this 3rd day of May, 2015 by
and between COMMONWEALTH OF VIRGINIA, DEPARTMENT OF
TRANSPORTATION ("Seller"); and AQUILERA, LLC ("Purchaser").
RECITALS:
R-1. Seller by virtue of the certain Instrument recorded among the land records of the County
of Albemarle, Virginia, dated April 9, 1999 in Deed Book 1807, Page 0303, and
concluded by Final Order dated July 24, 2000, recorded in Deed Book 153, Page 268, is
the owner of certain real property located in the County of Albemarle, Virginia,
containing 9.275 acres, more or less, of Un -improved land and further identified by the
County of Albemarle, Virginia by Tax Map # 06000-00-00-068EO and further described
as being as shown in RED on Sheets 9, 10 and IOB of the plans for Route 29, State
Highway Project 6029-002-1722, RW -202 and beginning on both sides of the Route 29
Bypass Centerline Construction Baseline from the lands now or formerly belonging to the
Commonwealth of Virginia opposite approximate Station 171+26 to a point on the
southwest existing right of way line of present Route 654 (Barracks Road) opposite
approximate Station 174+40; .
And the temporary right and easement to use the additional areas shown highlighted in
ORANGE on the adjacent lands of the Purchaser, being required for the proper
installation of erosion/sediment control and sediment base, containing 2.524 acres, more
or less;
And all easements of access, light or air incident to the adjacent lands of the Purchaser
abutting upon the Limited Access Highway, any ramps, loops or connection at or with
intersecting highways. The line or lines upon which said easements are shown in BLUE
and described as follows:
From a point on the southeast proposed limited access line opposite
approximate Station 171+36 (Construction Baseline of Route 29 Bypass),
the lands of the Commonwealth of Virginia, thence along said proposed
limited access line and proposed right of way and limited access line to a
point opposite approximate Station 174+00, the lands of the landowner.
From a point on the northwest proposed right of way and limited access
line opposite approximate Station 171+67 (Construction Baseline of Route
29 Bypass), the lands of the Commonwealth of Virginia, thence along said
proposed right of way and limited access line to a point opposite
approximate Station 174+18.5, the lands of the landowner.
The lands and easements described above are referenced collectively as (the "Property")
Page I
R-2
R-3
0 •
Purchaser desires to purchase from Seller and Seller desires to sell to Purchaser, the
Property upon the terms and conditions hereinafter set forth.
Purchaser swears and affirms that it is the owner of record of the land immediately
adjacent to the Property.
NOW, THEREFORE, for and in consideration of the mutual promises of the parties and
other good and valuable consideration, receipt and sufficiency of which are hereby
acknowledged, the parties intending to be legally bound do hereby agree as follows:
1. Sale and Purchase. Subject to the terms and conditions set forth in this
Agreement, Seller agrees to sell to Purchaser and Purchaser desires to purchase from
Seller, the Property. The Property shall include all rights appurtenant thereto and/or
benefitting the Property. The Property shall be conveyed to Purchaser, in its "As Is"
"Where Is" condition, all as more particularly set forth herein.
2. Purchase Price and Method of Payment. The purchase price for the Property shall
be ONE HUNDRED THIRTY-TWO THOUSAND THREE HUNDRED DOLLARS
($132,300.00) (the "Purchase Price") which shall be paid to Seller in immediately
available funds following the recordation of the deed of conveyance for the Property on
the Date of Settlement (as hereafter defined). The Deposit described in Paragraph 4
hereof shall be credited toward the Purchase Price at Settlement (as hereinafter defined).
3. Deposit. Seller acknowledge receipt from Purchaser, a deposit in the amount of
N/A Dollars ($ 0.00 )
(the "Deposit"). The Deposit shall be held by Seller and shall be either returned to
Purchaser, retained by Seller and credited to the Purchase Price or forfeited and retained
by Seller all as more particularly set forth in this Agreement.
4. Feasibility. Purchaser shall, during the duration of this Agreement, have
the right of access to enter upon the Property for the purpose of making inspections,
performing surveys, and engineering and soil test borings. The Purchaser shall also have
the right to make such other studies as is deemed appropriate. All such tests and/or
studies shall be at the sole expense of Purchaser. In the event Purchaser, for any reason,
determines that its purchase of the Property is not feasible or economically viable and in
its sole discretion, finds the Property unacceptable for its purposes, Purchaser shall have
the unqualified right for a period of Sixty (60) days after the Ratification Date (as
hereinafter defined) (the "Feasibility Period"), to terminate this Agreement upon written
notice to Seller. In such event the Deposit shall be returned by Seller to Purchaser and
neither Purchaser nor Seller shall have any further or other liability under this Agreement.
Within five (5) business days after the Ratification Date (as hereinafter defined), Seller
shall provide to Purchaser, access to available material documentation, agreements and
other information in the possession of Seller or Seller's agents related to Seller's
ownership or operation of the Property, and copies of any engineering data or
environmental inspections. In the event that Purchaser shall terminate this Agreement for
any reason, other than Seller's breach, Purchaser agrees to provide to Seller, at no cost to
Seller, copies of all engineering and test and study results relating to Purchaser's
Page 2
•
examination of the Property and to return the condition of the Property to its condition
prior to Purchaser's entry. Purchaser agrees to indemnify and save Seller harmless from
any loss, damage, cost or expense, including reasonable attorney fees in defending any
such actions, occasioned by the entry of Purchaser or its contractors or representatives on
the Property. The provisions of this indemnity shall survive the termination or Settlement
under this Agreement. Purchaser shall provide evidence to Seller that any contractors
entering the Property on Purchasers behalf to perform any non-destructive inspections
and/or tests, performing surveys, and engineering and soil test borings, are personally
insured for Commercial General Liability, to include bodily injury and property damage,
personal injury and advertising injury, products and completed operations coverage. The
Seller shall be named as an additional insured and so endorsed on the policy.
F 5. Title and Survey.
(a) As a condition to Settlement, the Seller certifies that it is unaware of any
defects in title and believes the title to the Property is good and marketable and
insurable by a recognized title insurance company licensed to do business in the
Commonwealth of Virginia, and shall be conveyed to Purchaser free of liens, by
Quit Claim Deed and subject to covenants, conditions, restrictions, easements,
rights-of-way and all other matters of record.
(b) Purchaser may, at its expense, cause an examination of title to the Property
to be made within thirty (30) days from the Ratification Date of this Agreement,
and shall provide Seller with copies of Purchaser's commitment for title
insurance and with any title examination conducted by Purchaser within five (5)
business days of Purchaser's receipt thereof and shall advise Seller of those
exceptions to title revealed by either the title insurance commitment or the title
examination which are unacceptable to Purchaser. Matters shown on the copy of
Purchaser's title commitment or title examination which are not objected to within
the Feasibility Period are referred to as the "Permitted Exceptions". Matters
shown on the copy of Purchaser's title commitment or its title examination which
are objected to within the Feasibility Period are referred to as "Objectionable
Title Items". Within five (5) days after receiving notification of any
Objectionable Title Items from Purchaser, Seller shall inform Purchaser as to
whether it shall cure or cause the cure of such Objectionable Title Item ("Seller's
Cure Notice"). Any failure to respond shall be deemed an election by Seller not
to remove or cause the removal of such Objectionable Title Item. In the event
that Seller elects to remove or cause the removal of such Objectionable Title Item,
the date set forth in Paragraph 7 hereof for Settlement hereunder shall, if required,
be extended for such time as may be necessary to effect cure (but in no event
longer than an additional thirty (30) days, unless the parties shall mutually agree
otherwise in writing). In the event that Seller declines or is deemed to decline to
cure or cause the cure of Objectionable Title Items Purchaser shall have the
option to (a) terminate this Agreement by giving notice of its intention to
terminate within five (5) days following receipt of Seller's Cure Notice, in which
event the Deposit shall be returned to Purchaser, and neither party shall have any
further liability or obligations hereunder, or (b) accept title as shown by the title
Page 3
0 i
examination, and proceed to Settlement hereunder in which event all previous
Objectionable Title Items shall be deemed Permitted Exceptions.
Notwithstanding the foregoing, if, on the Settlement Date set forth herein,
exceptions to title other than the Permitted Exceptions exist and such other
exceptions consist of deeds of trust, mortgages, mechanics liens, or delinquent tax
liens, Seller and Purchaser shall resolve any issues as described above. Seller shall
not, after the Ratification Date of this Agreement, subject the Property or consent
to any non -monetary encumbrances, covenants, conditions, restrictions,
easements, or rights-of-way, or seek any zoning changes or take any other action
which may affect or modify the status of title or otherwise affect the Property
without Purchaser's prior written consent which consent may be withheld in
Purchaser's sole discretion.
6. Settlement. Purchaser may select the Settlement Agent of its choice or agree to
have Seller act as Settlement Agent to perform Settlement. Provided that all conditions
precedent as set forth in this Agreement have been satisfied or waived and Purchaser does
not first terminate this Agreement during the Feasibility Period, the parties agree that
settlement ("Settlement") shall occur on a date selected by Purchaser (the "Settlement
Date" or "Date of Settlement") and designated in writing with at least five (5) days prior
written notice to Seller, which date shall not be later than Sixty (60) days after the
expiration of the Feasibility Period, unless the Settlement Date is extended pursuant to
the terms of this Agreement. The settlement shall occur in the Commonwealth of
Virginia.
7. Warranties and Representations.
(a) Seller's Representations
(i) Organization, Ratification and Power of Seller. Seller is a
Governmental Agency, duly organized, validly existing and in good
standing under the laws of the Commonwealth of Virginia. Seller and any
individual executing this Agreement on Seller's behalf, has the power to
execute, deliver and perform this Agreement and has taken all actions
required to authorize the due ratification and delivery of this Agreement.
(ii) Other Agreements. To Seller's knowledge, there are no unrecorded
leases, service agreements or other contracts which affect the Property. As
of the Settlement Date, the Property shall be vacant and free of any leases,
license agreements or occupancy agreements.
(iii) Other Violations. To Seller's knowledge, Seller has received no
notice that the Property is in violation of any applicable environmental,
health, fire, building, safety or planning or zoning laws or ordinances.
(iv) Adverse Changes. After ratification of this Agreement, seller shall
not cause an adverse change in the condition of the Property or the status
of Seller's title to the Property. Seller covenants and agrees immediately to
Page 4
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notify Purchaser of any state of facts which would constitute a breach or
render inaccurate any of the foregoing representations immediately after
becoming aware of such state of facts.
(v) Environmental. To Seller's knowledge, except for such matters as
may be disclosed in any reports furnished to Purchaser by Seller or in any
reports or studies obtained by Purchaser, the Property is not in violation of
the Comprehensive Environmental Response, Compensation and Liability
Act, as amended, 42 U.S.C. 9601-9630, in the Superfund Amendments
and Reauthorization Act, 42 U.S.C. 9601-9680, in the Resource
Conservation and Recovery Act, 42 U.S.C. 6901-6992, and in the Clean
Air Act, 42 U.S.C. 7401-7508, as any of the preceding may be amended
from time to time (the "Environmental Laws") relating to environmental
conditions on or under the Property, including soil and groundwater
condition. Except as disclosed in any environmental report provided to, or
prepared by or on behalf of Purchaser, neither Seller nor, to Seller's
knowledge, any third party has, at any time, generated, manufactured,
stored, disposed of, released, discharged, treated or installed on, in, under
or from the Property, radioactive materials, hazardous wastes, toxic
substances, pollutants or related materials or other substances defined as a
"toxic substance" in the Environmental Laws in effect on the date of this
Agreement and any other substances considered toxic or otherwise
harmful pursuant to any other applicable laws or regulations relating to
pollution or protection of human health or the environment ("Hazardous
Substances").
(vi) Foreign Persons. Neither Seller nor any of the parties comprising
seller is a "foreign person" within the meaning of the Foreign Investment
in Real Property Tax Act, as amended ("FIRPTA"). At the time of
Settlement, the Seller (and the parties comprising Seller) shall execute
such instruments, certifications and/or affidavits as Purchaser or its title
insurance company may deem necessary in order to comply with FIRPTA
or other tax related disclosure and reporting requirements.
(b) Purchaser's Representations and Warranties.
(i) The ratification, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby have been duly
and validly authorized by all requisite actions of Purchaser. This
Agreement constitutes a valid and binding obligation of Purchaser,
enforceable against Purchaser in accordance with its terms. The
ratification delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby by Purchaser will
not (a) violate any law or any order of any court or governmental authority
with proper jurisdiction; (b) result in a breach or default under any
contract or other binding commitment of Purchaser or any provision of the
organizational documents of Purchaser; or (c) require any consent or
Page 5
approval or vote that has not been taken or given, or at the time of the
transaction involved, shall not have been taken or given. There are no
actions, suits, arbitrations, proceedings, governmental investigations or
other proceedings that are pending against Purchaser that adversely and
materially affect it right to enter into or perform this Agreement.
Deed of Conveyance, Settlement Costs Place of Settlement.
(a) Seller agrees to furnish and convey the Property with the following at
Settlement:
(i) Quit Claim Deed in the form customarily used by the
Commonwealth of Virginia ("Deed") conveying title to the Property in
recordable form;
(ii) A certification of non -foreign status or such other documents as
may be required by Purchaser's title insurer.
(b) The examination of title, title insurance premiums, survey costs, recording
charges and taxes for the Deed shall be at the sole cost of Purchaser. Settlement
fees including any and all costs associated with the services of the Settlement
Agent shall be paid by Purchaser. Seller is exempt from such recording charges
and recording taxes. The Seller will prepare the Deed. Each party shall be
obligated to pay all of its own counsel fees.
(c) All real estate taxes and assessments shall be prorated as of the Settlement
Date with the Purchaser being responsible for a pro rata share of such taxes and
assessments based on the number of days in such tax year occurring after the
Settlement Date. The Seller is exempt from such taxes.
(d) Settlement shall take place at the offices of the Settlement Agent.
9. Possession. Seller agrees to deliver sole and exclusive possession of the Property
on the Date of Settlement free of any leases or tenancies.
10. Risk of Loss. The risk of loss for the Property shall remain with the Seller until
Settlement. Notwithstanding the foregoing, Purchaser shall be liable for and indemnify
Seller against any loss or damages sustained by Seller resulting from the acts of
Purchaser or its agents resulting from its entry upon the Property or while performing
engineering studies or tests on the Property, unless caused by the gross negligence of
Seller.
11. Defaults and Remedies.
(a) If (i) any of the representations made by the Seller in Paragraph 8 shall be
inaccurate or incorrect, (ii) the Seller shall fail to perform any of the covenants or
agreements to be performed by it under this Agreement on or before the Date of
Settlement, the Purchaser shall have the right to terminate this Agreement by
Page 6
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giving written notice thereof to the Seller, and Seller shall return the Deposit to
the Purchaser, and neither party shall have any further liability to the other under
this Agreement. If all conditions precedent to the Purchaser's obligation to
purchase the Property have been satisfied and the Purchaser defaults in
purchasing the Property on the Date of Settlement as required by this Agreement,
the Seller shall retain the deposit and this Agreement shall automatically
terminate and except for Purchaser's continuing liability arising under Paragraph
5 of this Agreement, neither party shall have any further liability to the other
under this Agreement. Except as aforesaid, the Seller's sole and exclusive remedy
for the Purchaser's default shall be to receive the Deposit as fixed and liquidated
damages.
(b) Notwithstanding the provisions of this Paragraph 12, neither the Seller nor
the Purchaser shall be in default hereunder until receipt of written notice of such
default (the "Default Notice") from the non -defaulting party and the failure of the
defaulting party to cure its breach within ten (10) days following the receipt of
such Default Notice.
12. Notices. Any notice required or permitted to be given under this Agreement shall
be deemed to be given when (i) received by confirmed facsimile transmission; (ii) hand -
delivered by personal delivery; or (iii) one (1) business day after pickup by recognized
overnight delivery service or (iv) when received by registered or certified mail (return
receipt requested, first-class postage prepaid), in either case addressed to the parties as
follows:
If to Seller: Commonwealth of Virginia, Department of Transportation
87 Deacon Road
Fredericksburg, Virginia 22405
Attn: Karen Lenar
Telephone: (540) 899-4167
Fax: (540)899-4435
Email: Karen.Lenar@VDOT.Virginia.gov
With copy to: Commonwealth of Virginia, Department of Transportation
1401 E. Broad Street, 5`" Floor Annex
Richmond, Virginia 23219
Attn: Neil M. Hord
Telephone (804) 786-4079
Fax: (804) 786-1706
Email: Neil.Hord@VDOT.Virginia.gov
Page 7
l [ to Purchaser:
Attn:
Telephone:
Fax:
Email:
with copy to:
Attn:
Telephone:
Fax:
Email:
If to Settlement Agent:
Attn:
Telephone:
Fax:
Email:
or in each case to such other address as any party hereto may from time to time designate
to the other parties hereto by notice given pursuant to this Paragraph.
13. Seller's Conditions Precedent to Settlement. The obligation of Seller to proceed
to Settlement on the Property shall be subject to the following conditions (except as
otherwise provided herein, any or all of which may be waived in writing in whole or in
part by Seller):
(a) That the representations and warranties of Purchaser contained in
Paragraph 8 (b) hereof shall be true and correct in all material respects as of the
Date of Settlement.
(b) As of the Date of Settlement, Purchaser shall have performed its
obligations hereunder and all deliveries to be made at Settlement have been
tendered.
In the event that any of the foregoing conditions precedent are not satisfied (or waived in
writing by Seller) by the Date of Settlement, Seller shall without waiving any other rights
it may have against Purchaser in the event of a Purchaser default hereunder, have the
unqualified right upon written notice to Purchaser to terminate this Agreement in which
event the Deposit shall be delivered to Seller, and, except as otherwise provided in this
Agreement, neither party shall have any further liability hereunder.
Page 8
0 •
14. Purchaser's Conditions Precedent to Settlement. The obligation of Purchaser to
proceed to Settlement on the Property shall be subject to the following conditions (except
as otherwise provided herein, any or all of which may be waived in writing in whole or in
part by Purchaser).
(e) That title to the Property shall be good of record and in fact marketable
and insurable as set forth in Paragraph 6 of this Agreement.
(f) That the representations of Seller contained in Paragraph 8(a) hereof shall
be true and correct in all material respects as of the Date of Settlement.
(g) As of the Date of Settlement, Seller shall have performed its obligations
hereunder and all deliveries to be made at Settlement have been tendered.
In the event that any of the foregoing conditions precedent are not satisfied (or waived in
writing by Purchaser) by the Date of Settlement, Purchaser shall without waiving any
other rights it may have against Seller in the event of a Seller default hereunder, have the
right upon written notice to Seller to terminate this Agreement in which event the Deposit
shall be returned to Purchaser, and, except as otherwise provided in this Agreement,
neither party shall have any further liability hereunder.
15. Brokerage. Purchaser shall be solely responsible for any commission due to
(the "Broker") pursuant to the terms of a separate
agreement entered into by and between Purchaser and Broker. Except as otherwise set
forth in this Paragraph 17, Purchaser and Seller represent to each other that Purchaser and
Seller have not dealt with any agent, broker, or finder with respect to the transaction
contemplated by this Agreement.
16. Miscellaneous Provisions.
(a) Binding Effect. This Agreement shall, be binding upon and inure to the
benefit of the parties hereto, and their respective successors and assigns.
(b) Waiver, Modification. Failure by Purchaser or Seller to insist upon or
enforce any of its rights hereunder shall not constitute a waiver thereof.
(c) Governing Law. This Agreement shall be governed by and construed
under the laws of the Commonwealth of Virginia.
(d) Partial Invalidity. If any provision of this Agreement shall be determined
to be void by any court of competent jurisdiction, then such determination shall
not affect any other provision hereof, all of which other provisions shall remain in
full force and effect; and it is the intention of the parties hereto that if any
provision of this Agreement is capable of two constructions, one of which would
render the provision void and the other of which would render the provision valid,
then the provision shall have the meaning which renders it valid.
Page 9
(e) Time. With respect to all time periods contained in this Agreement, it is
expressly understood that time shall be of the essence.
(i) Holidays, etc. Whenever the last day for the performance of any act
required by either Seller or Purchaser under this Agreement shall fall upon a
Saturday, Sunday, or legal holiday, the date for the performance of any such act
shall be extended to the next succeeding business day which is not a Saturday,
Sunday or legal holiday.
(g) Entire Agreement. This Agreement contains the entire agreement among
the parties. There are no promises, agreements, terms, conditions, undertakings,
understandings, warranties, covenants or representations, oral or written, express
or implied, among them other than as set forth in this Agreement. This Agreement
may not be modified orally or in any manner other than by an agreement in
writing signed by all the parties or their respective successors in interest.
(h) Further Assurances. Each of the parties hereto shall at any time and from
time to time after the Settlement execute and deliver such further instruments,
documents and certificates and do such further acts and things, as may be required
by law or which may be appropriate or reasonable in order to carry out the intent
and purposes of this Agreement, or to vest more fully in Purchaser the title to the
Property.
(i) Delivery; Counterparts. To facilitate ratification, this Agreement may be
executed in as many counterparts as may be required; and it shall not be necessary
that the signatures of, or on behalf of, each party, or that the signatures of all
persons required to bind any party, appear on each counterpart; but it shall be
sufficient that the signature of, or on behalf of, each party, appear on one or more
of the counterparts. All counterparts shall collectively constitute a single
agreement.
0) Ratification Date. The Ratification Date of this Agreement shall be the
date that this Agreement is fully executed by Seller and Purchaser.
17. Duties of Settlement Agent.
(a) The duties of the Settlement Agent are only as herein specifically provided
and are purely ministerial in nature, and the Settlement Agent shall incur no
liability whatsoever except for willful misconduct or gross negligence, as long as
the Settlement Agent has acted in good faith.
(b) In the performance of its duties hereunder, the Settlement Agent shall be
entitled to rely upon any document, instrument or signature believed by it to be
genuine and signed by either or both of the parties or their successors.
(c) The Settlement Agent may assume that any person purporting to give any
notice of instructions in accordance with the provisions hereof has been duly
authorized to do so.
Page 10
C7
(d) The Settlement Agent agrees to notify the Seller the purchase funds are
being held by Settlement Agent prior to the release of the executed deed, or to
hold, in escrow, the purchase funds until recordation and payment to Seller.
(e) The Settlement Agent is to ensure the recordation of the executed deed
and plat.
(f) The Settlement Agent is to ensure payment of balance of purchase funds
to the Seller.
(g) The Settlement Agent shall not be bound by any modification,
cancellation or rescission of this Agreement unless in writing and signed by it,
Seller and Purchaser.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
[SIGNATURE PAGES FOLLOW]
Page 1 1
WITNESS the following signatures and seals.
SELLER:
COMMONWEALTH OF VIRGINIA,
Department of Transportation
Date: By:
Neil M. Hord,
Program Manager Property Management
Commonwealth of Virginia)
City of Richmond) to -wit:
The foregoing instrument was acknowledged before me this ^ day of
2015 by Neil M. Hord, for the Virginia Department of Transportation
Notary Public
Registration No.
My commission expires:
Page 12
Date:
PURCHASER:
By:_
Name:
Title:
Commonwealth of Virginia)
County/City of ) to -wit:
The foregoing instrument was acknowledged before me this day of
2015 by
Notary Public
Registration No.
My commission expires:
Page 13
I)z)tc:
SETTLEMENT AGENT:
By:
Name:
Title:
•
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Albemarle County, VA
Debra M. Shipp Ciruit Clerk
501 East Jefferson St.
Charlottesville, VA 22902
Phone Number: (434)972-4083
Fax Number: (434)293-0298
Official Receipt: 2015-00012637
Printed on 08,/18/2015 at 02:24:12
PM
BY: 16 on CIRCOURT 005490
LENHART PETTIT PC
Date Recorded: 08/18/2015
Instrument ID Recorded Time
Amount
Bk 4663 Pg 209 02:23:33 PM $1,256.33
File No. 2015-00009251
DQC- QUIT CLAIM
GRANTOR:COMMONWEALTH OF VIRGINIA
EX:Y
GRANTEE:AGUILERA LLC EX:N
Addressl:1408 CROZET AVENUE
Address2:
City/State/Zip;CROZET VA 22932
24058
Consideration:$370,000.00
Assumption:
Locality:CO Percent:100.00%
Pages:4
Names:
Accounts
Amount
038- DEEDS OF CONVEYANCE
$0.00
039- DEEDS & CONTRACTS
$925.00
220- GRANTOR TAX
$0.00
213- COUNTY GRANTEE TAX
$308.33
301- DEEDS
$14.50
212- TRANSFER FEES
$1.00
145- VSLF
$1.50
106- TECHNOLOGY TRUST FUND FEE
$5.00
035 - OPEN SPACE PRESERVATION
$1.00
Itemized Check Listing
Check # 8122 $1,256.3"
Total Due: $1,256.33
Paid By Check: $1,256.33
Change Tendered: $0.00
VISIT US ON THE WEB AT
HTTP://COTTHDSTING.COM/VAALBEMARLEEXTERNAL
VIRGINIA LAND RECORD COVIOHEET
FORM A — COVER SHEET CONTENT
Instrument Date: 7/2812015
Instrument Type: DQC
Number of Parcels: 1 Number of Pages: 4
[ ] City [X] County
ALBEMARLE
TAX EXEMPT? VIRGINIA/FEDERAL LAW
[)C) Grantor: 58.1-811(C)(4)
[ ) Grantee:
Consideration: $370,000.00
Existing Debt: $0.00
Actual Value/Assumed: $0.00
PRIOR INSTRUMENT UNDER §58.1-803(D):
Original Principal: $0.00
Fair Market Value Increase: $0.00
Original Book Number: Original Page Number:
Prior Recording At: [ ] City [ ) County
Percentage In This Jurisdiction: 100.00000%
(Area Above Reserved For Deed Stamp Only)
Original Instrument Number:
BUSINESS / NAME
1 [� Grantor: COMMONWEALTH OF VIRGINIA _
[ ] Grantor: _
1 (X] Grantee: AGUILERA LLC
[ ]Grantee:. -...-
GRANTEE ADDRESS
Name: AGUILERA LLC
Address: 1408 CROZET AVENUE
.- - -
City: CROZET _ State: VA Zip Code: 22932
Book Number: Page Number: Instrument Number:
Parcel Identification Number (PIN): 06000 00 00 068EO Tax Map Number: 06000 00 00 068EO
Short Property Description: TM 60-68E
Current Property Address /
City: CHARLOTTESVILLE
Instrument Prepared By: VDOT
Recording Returned To: LENHART PETTIT PC NG
Address: 530 EAST MAIN STREET
City: CHARLOTTESVILLE
State: VA Zip Code: 22901
Recording Paid By: LENHART PETTIT PC
State: VA Zip Code:
22902
FORM CC -1570 Rev: 7/15 Pagel of 1 CoverSheetA
§§ 17.1-223, 17.1-227.1,17.1-249
Copyright® 2014 Office of the Executive Secretary, Supreme Court of Virginia. All rights reserved.
•
• PMI# 9725
Tax Map Parcel Number 06000-00-00-068EO
To be Assembled with Tax Map Parcel Number 06000-00-00-06800
Assessed Value $370,000.00
PREPARED BY VDOT
UNDER THE SUPERVISION OF THE
OFFICE OF THE ATTORNEY GENERAL
Exempted from Grantor taxes
under Section 58.1-811(C)(4)
QUITCLAIM DEED
Pursuant to � 33.2-907 of the Code of Virginia
THIS QUITCLAIM DEED, made this 28th day of July, 2015, between the
COMMONWEALTH OF VIRGINIA, acting by and through the Commissioner of
Highways, ("GRANTOR") and AGUILERA, LLC, a Virginia limited liability
company, ("GRANTEE").
WITNESSETH:
WHEREAS, the hereinafter described property (the "Property") was acquired in
conjunction with the State Highway System; and
WHEREAS, the Commissioner of Highways has deemed that the Property is no
longer necessary for the uses of the State Highway System; and has so certified in writing
on February 3, 2015; and
WHEREAS, a portion of this conveyance is authorized in accordance with the
provisions of Section 33.2-907 of the Code of Virginia (1950), as amended.
NOW, THEREFORE, in consideration of the sum of ONE HUNDRED THIRTY
After recordation return to Grantee's Address:
Muilera. LLC
c/o Lenhart Pettit PC - 1 -
530 East Main Street
Charlottesville, VA 22902
•
• PMI 9725
TWO THOUSAND THREE HUNDRED DOLLARS, ($132,300.00), the receipt of
which is hereby acknowledged, and the affidavit of the GRANTEE, that it is the owner of
the adjoining property, the GRANTOR does hereby quitclaim, release, grant and convey,
without warranty, unto the GRANTEE, any and all right, title and interest GRANTOR
may possess in and to the following described Property, all of which lie in Jack Jouett
Magisterial District, the County of Albemarle, Virginia, to wit:
Being that land outlined in RED shown on Sheets 9 and 10 of the plans for
Route 29, State Highway Project 6029-002-F22, RW -202 (the "Project"),
beginning on both sides of the Route 29 Bypass Centerline Construction
Baseline opposite approximate Station 171+26 to a point on the southwest
existing right of way line of present Route 654 (Barracks Road) opposite
approximate Station 174+40, containing 9.275acres, more or less, land;
and
Being that temporary right and easement outlined in ORANGE shown on
Sheets 9, 10, and lOB of the plans for Route 29, on the aforesaid Project,
for the purpose of the proper installation erosion/sediment control and
sediment base on lying upon the abutting lands of the Grantee, containing
2.524 acres, more or less, land; and
Being that permanent easement of access, light or air located upon the
abutting lands of the Grantee, which said easements are outlined in BLUE
shown on Sheets 9 and 10 on the aforesaid Project, beginning at a point on
the southeast proposed limited access line opposite approximate Station
171+36 (Construction Baseline of Route 29 Bypass), thence along said
proposed limited access line and proposed right of way and limited access
line to a point opposite approximate Station 174+00; and beginning at a
point on the northwest proposed right of way and limited access line
opposite approximate Station 171+67 (Construction Baseline of Route 29
Bypass), thence along said proposed right of way and limited access line
to a point opposite approximate Station 174+18.5.
Being all of the same land and easements acquired from Trustees of the
Barracks Road Land Trust, by Instrument dated April 9, 1999, recorded in
Deed Book 1807, Page 303, and concluded by Order dated July 24, 2000,
recorded in Law Order Book 153, Page 298, both recorded in the office of
the Clerk of the Circuit Court of the County of Albemarle, Virginia.
-2-
• • PMI 9725
The Property is shown on photocopies of the aforesaid Sheets referenced
above, previously recorded in in State Highway Plat Book XIII, Pages 179
- 183.
This conveyance is subject to any right, privilege, easement, condition or
restriction encumbering the Property, whether located above, upon, or under the surface,
other than those conveyed in the deed.
(Remainder of page intentionally left blank)
-3-
C
PMI 9725
IN WITNESS WHEREOF, the Commonwealth of Virginia, Commissioner of
Highways, has caused this Quitclaim Deed to be executed in its name as of the day,
month, and year first above written.
COMMONWEALTH OF VIRGINIA
Commissioner of Highways
r.
t
I � ,
BY k VUl 1 L (SEAL)
Loii A?. Snider
State Right of Way and Utilities Director
Department of Transportation
COMMONWEALTH OF VIRGINIA
City of Richmond, to -wit:
The foregoing instrument was acknowledged before me this 14 A'day of
As_ , 2015, by Lori A. Snider, State Right of Way and Utilities Director,
Virginia Department of Transportation, who has been authorized to execute same by the
Commissioner of Highways.
otary Public
Aix Stamp for Notary ID and Commission Expiration Date:
ot�__
RAYMOND LEE STRA]VIeGINIA
NOTARY PUBLIto
REGISTRATION # 7COMMONWEALTH OF MY CM��v((ISSION E.31
IKAE