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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 • 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 • I:e.S Ieefleoe,CZ..q..Nell! gel :-e d MV :%-" I I D�r� 'b rpm✓.� � \\ I Ilk Li oa�,IX_ I I �Sn e R a� y I I tri II I §' I I� e s " j � =�SY 3e� YrvmBhRRR "V9 I + c cy i1� eo 4 �^ E g$Sm i II Q'vS 'Qe �� Se• 1 �Aw_� II Ci SII d an E.I I II � I � a riE9a y 1 ji ta� oa�,IX_ I I� e s " j � =�SY 3e� YrvmBhRRR c E MV I � l nmfm rmroror �n j i FJ -L21 "Sd //117 71 9— r -a C—r Page 1 of 3 • • 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 • 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 4 Book: 4080 Page: 223 FileNumber:2011-00010881 Seq:6 Page 3 of 3 • • (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 assV I ME AW"M RIMUce 1 r 7* r S i c j 'Il T o ° sFi >nGNNa m 7y $ j E i o I�I ( i y �9/� ? ] FmFF EFEtmm Em I Icl I ly L"r � i �oiOP I IQ I IC n I I� e` N 1e I Im I I� I Y R �Y. 40 ti assV q50� it g 3 A�q��a aa�7a Book: 4111 Page: 1/0 FII0Nu bor. ]011-00 0140 67 Sed: 4 I ME AW"M RIMUce 1 r 7* r S II II 'Il R� I i " I�I ( i y II ^3 y h b I Icl I ly ng m � a m I IQ I IC n I I� G�'G 1e I Im I I� I q50� it g 3 A�q��a aa�7a Book: 4111 Page: 1/0 FII0Nu bor. ]011-00 0140 67 Sed: 4 0 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 • 0 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 • 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& n n Telephone: 1J Fax: Email:� with copy to: Attn: Telephone: Fax: Email: /� If to Settlement Agent: LjrAJN-111NA � f 8`n -(-r 'P.o. i3oF zas3'7 d V-22qo2- 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 0 • (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 • 0 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 0 0 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: • Page 14 T 2 -A g E AN PIPET FI'^,�Eagt4a pyo HANF �,P,A Aid— Q: 14 14,9 2- 0P IN 'Ile 3"o, 1�p. P/p je -6w 0 PAT iN aEy I IWO A Inogs\ i z , L STIO"i L P poOL Ar FEN riN P 'it 0 2s STCRI .'roop 'two ME I'll L, T s - ------------------ limmCmm. 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ORO _ ? •7 i _ o q mm O � 4I P�1fi GO H i Qy 2 ____________ae a3sln3a u�P099n09AY0A9'vgMp".>PPRY•mmAgOlvb3E0 WVJ SYi9ig0 7 3J/no-IJ.wE'3fJ/Po9-SxOSM'✓ - �B 03a0153U R5O6'0 A%2i•ZiLV 992-99[ ) a3Mrx bdd a9 9PY3Lvi9053Y 3xro/3J5%SW-AP 03A3nan5 s fi M N� s � is �'tl N gg E o P P p59 gg 3 b f �n 03 c4�,�lIH' J• SAP � i E I i / IPI •\p,E � �-•✓NSEy�'-"_._' X a g ((IT } ,� M I 4 ,!}4 CPI00\ CyP5E11 • � 4 h 11 ) i '. � 3 u�c ,jC,y'62 7,51�g1N\ '1 Iyy1B W C mm R�'.1 \0 P H IIII Vp 2-+y/ 1 MX / y---_-- NII -or--------- ! - - - - - ---- - \fENG EpE- �1�E1 c a � � 5 � a � 3 i I a 01 oW wws ms nom 8 Z� W \ \' a p I I D, IF lx v8 •I09 & r h p�CK MK `$ x ':1 KIS �67 x,ST FpOPD W a f/H /Yi iEY \y' \�I 2tlGD c n GOpp�3�1.'- pU �GUT1oN 1111 GU7JEp u•�do d� V p \ 4 WPLK.' \ 11 ;plFl �Y In� , AVa fia o w ¢ I 21222 di •112 iW S( P III O¢ UeP W ,'I / I '� ISTDFY / / GA;s Nlgnl 5 / o � = i W T IU BM \+ /! // .41 _ .TK 1pIFI W/7 Qgpa g IGK ASP. ORO _ ? •7 i _ o q mm O � 4I P�1fi GO H i Qy 2 ____________ae a3sln3a u�P099n09AY0A9'vgMp".>PPRY•mmAgOlvb3E0 WVJ SYi9ig0 7 3J/no-IJ.wE'3fJ/Po9-SxOSM'✓ - �B 03a0153U R5O6'0 A%2i•ZiLV 992-99[ ) a3Mrx bdd a9 9PY3Lvi9053Y 3xro/3J5%SW-AP 03A3nan5 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