ࡱ> {` jbjbjFF b,,a,,,,,,,$P***PH++lP)mL,L,,,,,h-,-lllllll$nh}pxl,=,,==l,,,,ljAjAjA=,,,,ljA=ljAjATg,,j,@, Pč*>h(kl0)mip?rpPjp,j-J2LjA5:8---llAj---)m====PPP'PPP'PPP,,,,,,  [This Memorandum of Understanding is subject to the formal approval of the City Council of the City of Hampton by a duly adopted resolution authorizing the acquisition of the subject property and the transactions contemplated therein] MEMORANDUM OF UNDERSTANDING THIS MEMORANDUM OF UNDERSTANDING (MOU) made as of this _____ day of _________________, 2005, by Abbott Associates, L.L.C., a Virginia limited liability company (Abbott), the CITY OF HAMPTON, a municipal corporation of the Commonwealth of Virginia (the City), and BOONE BUILDERS, INC., a Virginia corporation (Boone). RECITALS: A. Abbott is the owner of certain real property in the Buckroe area of the City of Hampton which contains, inter alia, a parking lot and other improvements thereon (the Property) as shown on Exhibit A attached hereto. Abbott is also the owner of the fishing pier (the Fishing Pier) adjacent to the Property, which was destroyed during Hurricane Isabel. Abbot also owns the permit and rights to reconstruct the Fishing Pier under the name of Buckroe Beach Fishing Pier, Inc. B. Abbott is willing to sell and the City is willing to purchase a portion of the Property and the Fishing Pier together with all rights and appurtenances thereto (the Subdivided Property) as shown on Exhibit B attached hereto for the purposes of (i) constructing and maintaining a public road, and (ii) allowing Boone to construct and maintain a new fishing pier, restaurant with on-site parking and other amenities (the Buckroe Fishing Pier Complex). The City intends to ground lease a portion of the Subdivided Property (the Ground Lease Property), as shown on Exhibit C attached hereto, to Boone for a term of forty (40) years for the sum of One and No/100 Dollars ($1.00) per year. C. Pursuant to Executive Order 88, from the Office of the Governor of the Commonwealth of Virginia, the Fishing Pier may be reconstructed without the necessity of a formal Joint Virginia Marine Resources Commission (VMRC) Permit so long as such reconstruction activities are initiated by December 31, 2005 and completed by June 30, 2006. D. Abbott and the City are willing to execute a Joint Permit Application for Emergency Authorization to Reconstruct Previously Permitted Structures Destroyed by Hurricane Isabel with the VMRC (the Emergency Permit) in order to allow Boone to commence construction of the Fishing Pier within the time prescribed in Executive Order 88. E. Boone is the Citys designated contractor and shall invest approximately $2.5 Million Dollars to construct the Buckroe Fishing Pier Complex subject to the Citys ground lease the Ground Lease Property to Boone. F. The parties desire to memorialize their respective rights and obligations in this MOU. AGREEMENT: The parties to this MOU, for and in consideration of the mutual covenants and stipulations set forth below, agree as follows: 1. Incorporation of Recitals. The above recitals are incorporated into the operative provisions of this MOU by this reference. 2. Sale of Subdivided Property to the City. Abbott agrees to sell and the City agrees to purchase the Subdivided Property, as shown on Exhibit B, together with all rights and appurtenances thereto, including all rights to reconstruct the Fishing Pier. It is understood and agreed by the parties hereto that the Property will be subdivided at the Citys expense based upon a survey to be obtained by the City and mutually approved by the parties. 3. Purchase Price to be Paid by the City/Contingent Purchase Price. The total consideration for the Subdivided Property is as follows: ONE MILLION THREE HUNDRED THOUSAND AND NO/100 DOLLARS ($1,300,000.00) (the Purchase Price). The Purchase Price is to be paid in lawful money of the United States of America at the time of Settlement by wire transfer of funds, or in cash, or by certified check. Notwithstanding the foregoing, the Purchase Price for the Subdivided Property is contingent upon Abbotts ability to secure the purchase for the remainder of its property in the amount of $4,200,00 (Residual Purchase Price). In the event Abbott is not able to secure the Residual Purchase Price for the remainder of its property, the City agrees to exercise one of the two following options: a. The City may agree to pay the difference between the Residual Purchase Price and the Purchase Price (the Contingent Purchase Price), or b. The City may institute condemnation proceedings to obtain the Subdivided Property. Abbott agrees not to contest the condemnation proceedings as to public purpose; however, Abbott reserves the right to submit evidence in the condemnation proceedings as to market value for the Subdivided Property. 4. Due Diligence/Contingencies. The City has performed a Phase I on the Subdivided Property and shall make its report available to Abbott and to Boone. Abbott will cooperate with the City and Boone to obtain a Use Permit for the Fishing Pier to allow the uses contemplated by Boones Response to the Citys Request for Proposal-RFP No. 315068/B, dated June 14, 2005 (the RFP Response). The Citys obligation to purchase the Subdivided Property and Boones obligation to construct the Buckroe Fishing Pier Complex on the Ground Lease Property are subject to satisfactory completion of the Use Permit process. If the Use Permit process is not satisfactorily completed on or before December 15, 2005, then either the City or Boone shall have the option to terminate this MOU by giving written notice of termination to the other parties. Upon receipt of such notification of termination, none of parties shall have any further rights against or obligations or liability to the other hereunder except as specified in Paragraph11. Commencement of Fishing Pier Construction. The Citys obligation to purchase the Subdivided Property from Abbott is subject to the complete execution of the Emergency Permit by all necessary parties, the issuance of said Emergency Permit by the VMRC and Abbotts grant of a right of entry to Boone onto the Ground Lease Property for the purpose of commencement of reconstruction activities pursuant to Executive Order 88. In the event that (i) Abbott fails to execute the Emergency Permit Application, (ii) the VRMC does not issue the Emergency Permit, or (iii) Abbott does not grant Boone right of entry onto the Ground Lease Property as set forth in a separate right of entry agreement to commence reconstruction activities, the City shall have the option to terminate this MOU by giving written notice thereof to Abbott. Upon receipt of such notification of termination, none of the parties hereto shall have any further rights against or obligations or liability to the other hereunder except as specified in Paragraph11. 5. Settlement. a. Settlement proceedings between Abbott and the City (Settlement) shall be conducted at the Office of the Department of Economic Development, One Franklin Street, Suite 600, Hampton, Virginia 23669. Settlement shall occur promptly following: the end of the Due Diligence Period and the satisfactory completion of the Use Permit and VMRC Emergency Permit Process as set forth in Paragraph 4(b) & (c) above, or the final order of the Circuit Court of the City of Hampton in the case of a condemnation proceeding (the Settlement Date). Either partys failure to comply with the terms and provisions hereof at the time and in the manner herein prescribed shall be deemed a material breach of this MOU. b. At Settlement, the City shall lease a portion of the Ground Lease Property to Boone by executing and delivering a ground lease. As lessee under such lease, Boone shall be obligated to construct, maintain and operate the Buckroe Fishing Pier Complex. c. In addition to the obligations to be performed hereunder by the parties at the Settlement, each party agrees to perform such other acts and to execute, acknowledge and deliver, subsequent to Settlement, such other instruments, documents and other material as the other party may reasonably request and shall be necessary in order to effectuate the consummation of the transactions contemplated herein and to vest title to the Subdivided Property in the City. However, notwithstanding the foregoing, Abbott and Boone acknowledge and agree that the City has certain powers, purposes and responsibilities by virtue of being a municipality, and as such, its ability to execute instruments and documents or to perform certain acts is limited by the laws of the Commonwealth of Virginia, including but not limited to, its defenses of sovereign immunity. Nothing herein shall be construed to waive any of the powers, purposes, responsibilities or defenses of the City as a municipality. 6. Premises Purchased As Is. Abbott neither represents nor warrants that there are no adverse environmental conditions upon the Subdivided Property which would prevent the City or Boones allowed use of the Subdivided Property. The City agrees to purchase the Subdivided Property as is. 7. Development Agreement. Prior to Settlement, the City and Boone shall enter into a definitive development agreement (the Development Agreement) for the Ground Lease Property which sets forth the parties understandings as to design criteria for the Buckroe Fishing Pier Complex, provisions relating to the commencement of construction and completion on the Ground Lease Property and the ground lease between the City and Boone. The terms and conditions of the Development Agreement shall be mutually acceptable to the City and Boone and shall be generally in accordance with the following: a. Design Criteria. The City shall subject the Ground Lease Property to certain development and design criteria which shall include limitations on use, architectural and design guidelines and approvals and other development criteria consistent with the Buckroe Master Plan and Boones RFP Response. b. Ground Lease. Upon completion of the acquisition of the Subdivided Property by the City, the City shall lease the Ground Lease Property to Boone by executing and delivering a ground lease (the Ground Lease) for a term of forty (40) years for the sum of One and No/100 Dollars ($1.00) per year. As lessee under such lease, Boone shall be obligated to construct, maintain and operate the Buckroe Fishing Pier Complex. Boone and the City agree that a Memorandum of Lease shall be recorded in the Office of the Clerk of the Circuit Court of the City of Hampton at the Citys expense to evidence the obligations of the parties under the Ground Lease. 8. Prorations. All rents, interest, taxes, utilities and other appropriate items pertaining to the acquisition of the Subdivided Property shall be prorated and apportioned on a per diem basis as of the Settlement Date. Assessments, general or special in nature, pending or confirmed, shall be paid or satisfied in full by Abbott at Settlement. 9. Settlement Costs and Expenses. a. The City shall bear cost of obtaining a title report for the Subdivided Property and all other closing costs associated with Settlement including preparation of the General Warranty deed (the Deed) conveying the Subdivided Property to the City, all recording costs, except for grantors tax, and transfer taxes, and all title insurance premiums and its own attorneys fees and costs. b. The City shall prepare the Ground Lease leasing the Ground Lease Property to Boone and the Memorandum of Lease and shall pay its own attorneys fees and costs. c. Abbott and the City hereto each warrant and represent to the other that neither party has had any dealings, negotiations or communications with any brokers or other intermediaries that would obligate either of them for the payment of any real estate commission or fee as a result of this transaction. 10. Conveyance/Title. a. Abbott agrees to deliver to the City at Settlement the Deed and to convey good, marketable title to the Subdivided Property, in fee simple, free and clear of all mortgages, liens, encumbrances, leases, parties in possession, security interests, restrictions, rights-of-way, easements or encroachments other than the Permitted Exceptions (as hereinafter defined) and in proper form for recording. b. The City shall have up to thirty (30) days from the date of execution of this MOU by all parties to examine the record title to the Subdivided Property, to furnish Abbott with a title commitment (the Title Commitment) and to notify Abbott of any title objections disclosed by such examination (the Title Objections). Abbott shall notify the City within ten (10) days after receipt of the Citys notice of any Title Objections that Abbott elects not to cure or is unable to cure prior to the Settlement Date. Abbott agrees to cure all other Title Objections prior to the Settlement Date. If Abbott notifies the City of any Title Objections that it cannot or will not cure prior to the Settlement Date, then the City shall have the option either (i) to terminate this MOU by written notice to Abbott, in which case none of the parties hereto shall have any further rights against or obligations or liability to the other hereunder except as specified in Paragraph 11, or (ii) to accept any remaining uncured Title Objections. If the City does not exercise the option to terminate, the City shall accept title to the Property subject to such title defects, the provisions of subparagraph (a) of this Paragraph 10 notwithstanding. It is understood and agreed that any objections to title not raised by the City in accordance with this Paragraph 10 shall be deemed waived. c. If Abbott fails to notify the City of its inability or election not to cure the Title Objections in accordance with Paragraph 10(b) above, then Abbott shall be deemed to have elected to cure all Title Objections prior to Settlement. If Abbott has failed to cure any one or more of the Title Objections it has elected to cure prior to the Settlement Date and is not diligently proceeding to complete such cure, then the City may, at its option, either terminate this MOU or agree to accept any remaining uncured Title Objections. d. All restrictions, rights-of-way, easements and encroachments of record on the date of execution of this MOU which do not constitute Title Objections or that are Title Objections which are either (i) cured by Abbott or (ii) subsequently accepted by the City in writing as provided above, and the Development Agreement under Paragraph 7 of this MOU, shall be referred to collectively as the Permitted Exceptions. 11. Access/Right of Entry. Upon execution of a right of entry agreement between Abbott and Boone, Boone, or its agents, contractors, representatives, successors and assigns shall be permitted access to the Ground Lease Property for the purpose of commencing reconstruction activities pursuant to Executive Order 88, including, but not limited to the staging of equipment, trailers, stabilizing timbers, dumpsters and portable toilets, and the performance of soil borings and other geophysical testing. a. Such access shall be at Boones sole risk and expense; b. Boone shall provide proof of all required insurance as required under the right of entry agreement. c. Boone shall indemnify and hold harmless Abbott and the City and their respective agents, employees, volunteers, servants and officials against any and all claims, obligations, demands, actions or suits for bodily injury or property damage by any person arising from such access or the conduct of activities on the Subdivided Property by Boone, its agents, contractors, representatives, successors and assigns; and d. Neither Boone nor any of its agents or contractors shall suffer or cause to be created any lien or encumbrance arising from such activities. The obligations set forth in this Paragraph 11 shall survive the expiration of the right of entry agreement, Settlement, the recordation of a deed of conveyance for the Subdivided Property, the execution of the Ground Lease or termination of this MOU. 12. Abbotts Representations. Abbott hereby represents that it is the sole owner of the Subdivided Property, holds good and marketable title to the Subdivided Property and can convey same in accordance with the terms and conditions herein specified. Abbott further represents that to its knowledge there are no agreements existing, written, oral, or implied, limiting or restricting development of the Subdivided Property except as set forth in this MOU or as limited by current zoning. 13. Boones Representations. a. As represented in the RFP Response, Boone shall invest approximately $2.5 Million Dollars in the construction of the Buckroe Fishing Pier Complex and to construct said facilities in accordance with the Buckroe Master Plan. Boones proposal to construct, maintain and operate a family-style restaurant and fishing complex brings much needed services to one unique setting, enhancing the Citys vision as The Most Livable City in Virginia. b. Boone acknowledges that the Citys agreement to acquire the Subdivided Property and to ground lease the Ground Lease Property to Boone is in reliance upon the foregoing development plans. Accordingly, Boone represents and warrants that it will use its best efforts to diligently pursue and implement its plan to construct the Buckroe Fishing Pier Complex on the Ground Lease Property and that it has obtained the necessary financing to effect said construction to completion. c. Boone represents and warrants that (i) Boone is a duly organized, validly existing corporation in good standing under the laws of the Commonwealth of Virginia; (ii) Boone has the power and authority to enter into this MOU; and (iii) the undersigned officer of Boone is duly authorized to execute and deliver this MOU. 14. Legal and Equitable Enforcement of MOU. a. In the event the consummation of the transactions contemplated herein fail to occur by reason of any default by Abbott, the City shall have the right to seek specific performance of this MOU. b. In the event the consummation of the transaction contemplated herein fails to occur by reason of any default of the City, except as specified in Paragraphs 4 and 10, Abbott shall have as its sole remedy, the right to seek specific performance of this MOU. c. In the event the consummation of the transactions contemplated herein fails to occur by reason of any default of Boone, except as specified in Paragraph 4, Abbott and/or the City shall have the right to seek specific performance of this MOU or any other remedy available at law or in equity. All such remedies shall be cumulative. 15. Assignment. The rights and obligations under this MOU shall not be assigned without the written consent of all of the parties hereto. 16. Survival. Unless the context otherwise requires, the provisions of this MOU, including any indemnification, covenants, agreements, representations or warranties, shall survive Settlement hereunder, delivery of the Deed and the execution of the Ground Lease. 17. Successors and Assigns/ Miscellaneous. The terms and provisions of this MOU are binding upon and will inure to the benefit of the parties, their respective successors and assigns. Nothing contained in this MOU shall be construed to confer upon any other party the rights of a third party beneficiary. The captions and headings of the sections contained herein are for the convenience of reference only and shall not be considered in any interpretation of the provisions of this MOU. If any term, covenant, condition, or provision of this MOU, or the application to any person or circumstance shall, at any time or to any extent be held invalid or unenforceable by a court of competent jurisdiction, the remainder of this MOU, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall (except to the extent such result is clearly unreasonable) not be affected thereby, and under such circumstances each term, covenant, condition and provision of this MOU shall be valid and enforced to the fullest extent permitted by law, insofar as such enforcement is not clearly unreasonable. This MOU does not and shall not be construed to create a partnership, joint venture or any other relationship between the parties hereto except the relationship of seller and purchaser and ground lessee specifically established hereby. No official, representative or employee of the City of Hampton shall be personally liable to the Abbott or any successor in interest in the event of any default or breach by the City for any amount which may become due to Abbott or successor or on any obligations under the terms of this MOU. 18. Notices. All notices, requests or other communications under this MOU shall be in writing and shall be deemed duly given upon delivery to the following applicable addresses either (i) in person or by reputable overnight or other private courier (with receipt therefor); (ii) by certified or registered mail, return receipt requested; or (iii) by facsimile transmittal, provided that the notice shall also be sent, either by certified mail, return receipt requested, or by Federal Express, or other reputable overnight courier service, within one (1) business day after such facsimile transmittal, as follows: As to Abbott: Abbott Associates, L.L.C. Attn: G. Curwin Abbott, Jr. 301 South Second Street Hampton, Virginia 23664 Copy to: Ben A. Williams, III, Esq. Registered Agent 12350 Jefferson Avenue, Suite 360 Newport News, Virginia 23602 Fax #: 757-247-8205 As to City: City of Hampton, Virginia 22 Lincoln Street Hampton, Virginia 23669 Fax #: 757-728-3037 Copy to: Vanessa T. Valldejuli, Esquire Deputy City Attorney One Franklin Street, Suite 600 Hampton, Virginia 23669 Fax#: 757-727-6895 Boone : Boone Builders, Inc. Ronald W. Boone, President 809 E. Ocean View Avenue Norfolk, Virginia 23503 Fax# 587-9226 Copy to: Iazaak D. Glasser, Esquire Glasser & Macon, P.C. 1121 South Military Highway P.O. Box 13336 Chesapeake, Virginia 23325 Fax# 757-424-7246 Addresses may be changed by written notice given pursuant to this provision. 19. Governing Law/Venue. This MOU shall be deemed to be a Virginia contract and shall be governed by the laws of the Commonwealth of Virginia, and the parties hereto designate the Circuit Court of the City of Hampton, Virginia as the proper venue for all litigation of issues relating to this MOU. 20. Council Approval. This MOU is subject to the formal approval of the City Council by a duly adopted resolution authorizing the acquisition of the Subdivided Property and the transactions contemplated herein. 21. Entire Agreement and Modification. There have been no other promises, consideration or representations made which are not set forth in this MOU. There may be no modification of this MOU, except in writing, executed by the authorized representatives of Abbott, the City and Boone. WITNESS the following signatures and seals: ABBOTT ASSOCIATES, L.L.C A Virginia limited liability company By: ___(SEAL) G. Curwin Abbott, Jr., Manager Approved as to Form: THE CITY OF HAMPTON ________________________ By:_____________________________ (SEAL) Deputy City Attorney City Manager / Authorized Designee BOONE BUILDERS, INC. By: _____________________________(SEAL) Ronald W. Boone, President STATE OF VIRGINIA CITY OF HAMPTON, to-wit: The foregoing instrument was acknowledged before me this __ day of _________________, 2005, by G. Curwin Abbott, Jr., Manager for ABBOTT ASSOCIATES, L.L.C, a Virginia limited liability company on its behalf. ________________________________________ Notary Public My Commission Expires: __________________ STATE OF VIRGINIA CITY OF HAMPTON, to-wit: The foregoing instrument was acknowledged before me this day of _________________, 2005, by ______________________________, City Manager of the City of Hampton, Virginia, on its behalf. ________________________________________ Notary Public My Commission Expires: ___________________ STATE OF VIRGINIA CITY/COUNTY OF _________________, to-wit: The foregoing instrument was acknowledged before me this day of _________________, 2005, by Ronald W. Boone, President of Boone Builders, Inc., a Virginia corporation, on its behalf. ________________________________________ Notary Public My Commission Expires: ___________________ Exhibit A Abbott Property Exhibit B Property Description of the "Subdivided Property" Exhibit C Property Description of the Ground Lease Property      PAGE 14  FILENAME BuckroePier2 MOU  DATE \@ "MM/dd/yy" 12/06/05  FILENAME BuckroePier2 MOU  DATE \@ "MM/dd/yy" 12/06/05  PAGE 12  FILENAME BuckroePier2 MOU  DATE \@ "MM/dd/yy" 12/06/05  * 0 6 l    , K O W Y \ b r  # < I 7 ; D G ܼܯتܡܝ}hhXh;1h|ShP4hbb5h>3h>36h>3hbb h ^^5 h 5h)ah)a5;aJh;1h 5;aJh;1h 5h;1h ^^5h ^^h h]Qh h;1h;1 h;15\ hUJ5\ hQ5\/ O Y ; DoX$a$gd8jv $v`va$gd8jv$a$gd8jv$a$gd{} $ Za$gd{}$a$gd{} $`a$gdi$a$gdigdi$a$gd;1$ Hd`a$gd;1ijG X   / 0 4 G U m %2@Jghiu~UdcԼԼ𴰴𴬴ؠh2Lh)hfRh;1h{}hXhq h>h h3IhP4 h3I5hP4h h#h>3hhP4h3I5h3Ih|Sh]QhhbbhA?/8GHXmoprWXZ[tSTjk$D½ʨ΋{{v h5hih5h ^^hq h]Qh hfR5>*h)h)5>*hih)5h8jvh8jvCJaJh8jvh8jv5>* h8jv5h8jvh8jv5h8jvh{} h]Qh5 h)5h$h)hXhh h#hP4hfRh=-0v!"28:/QRRq%:Gxz 6=EJƾ糯߫糧竣ߟ矧h;1hh3h4>hAhS h4>h4>hih4>5 h8jv5h? hBFh)ah{}hh=hh ^^ h5>* hfR5>* h ^^5>*>:V""l%o&L*o+-.12$a$gdBF$a$gd$a$gd7 $`a$gd7$^`a$gd{}$ & F a$gd7$ & F a$gd{}$a$gd{} $`a$gd{}Jbtklj3 4 H L h ! !@!e!g!!!!!!!!!""q""""""""""""#q#s#t# h ^^5>*h7h}5 h8jv5 hfRhh8jvhh7h hShh%hd h4> h4>>* h ^^>*h#h ^^h;1Ct#####$($3$6$<$B$$O%i%j%k%l%s%t%%%%%%%6&L&n&o&v&&&'' (7(?(V((*8*L*M*O*g*p****++'+++:+;+@+A+M+R+]+l+m+o+p+r++++ ,,ûûh# h ^^5>*h7h 5 h8jv5hShhh hDh7hfRhh8jvh3hq h%hBFh ^^E,U,,,,,,,,,,,,-]--------. . .$./.L.`...../ /I/y/////0!0e0{0000*11111112H2N2^22䷳h} h ^^5>*h7h 5 h8jv5h1'hh 0hQh# hD&>*hD&h3h hD>*h7 hfRhfRhh=e/hh hDhfRh ^^;2222222223333D3O3}3333333344444444444445 5-5.5/535F5M5c5g5556b6d6f6v6x6~6666666M7]7 88828F8`8888hHh 5hHh h6hh+hQh7 h ^^5>*h7h 5 h8jv5hBFh 0h1'h ^^h}G234/5b6x6 8p=?'ACZCCeEEFHHJ$ & F`a$gd{}$a$gd{}$a$gd1'$a$gdH$a$gd{} $$a$gdH $$a$gd7 $`a$gdBF$a$gdBF8879m9y99999:O:|:::;;3;?;C;V;W;^;;;;"<4<W<<<<=2=6=U=W=p=t==== >1>P>g>>>>>>>N?????@@`@g@@@@@@@@%A'A)A+A@ACATAAAh hQh1' h ^^5>*hHh 5 h5hlh h=h 0hHhhh ^^h+JAABBB)BbBCC#C@CZC{CCCCCCCDEEeEgEiEvEEE"F$F3FAFcFmFnFFFFFFFFFGGKGVGGGGGHHHHHHHHHHH!I,IAIGIȭͥh2Lh7 hH5 h ^^5>* h 5>*hHh 5 h5hdhQhfh,( hmo<h6hBFhHh h1'hh6h ^^AGIHIOIPIkIIIIJ JrJJJJJJJJJKK"K.K/KL1LLLLLMMMMMNNN N8NXN`NNNNNNNN$OGOSOiOpOsO{OOOO+PIPKPoPPPPPQɿ췳hQhlhvjIhhh7h^Dg5>*h7h ^^5>*hh75 h5hfh^Dghdh ^^h7h=h hHCJLMNNOQQRXY[[\\7\8\9\ $`a$gd{}$$@ ^@ `a$gd{}$$$^`a$gd{}$ `0jp@ ,da$gd$ & F`a$gd$ & F`a$gd{}QQ!Q"Q$Q.Q5Q;QQQQQQQYRvRRRRRRRRRRSSjSnSS~TTTTrUUVV6WPW*hh ^^hl h ^^5>*hhh5 h5h^DgA9\]\p\\\\\\]]0]1]2]3][]r]]]]]]^ $a$gd{}$@ ^@ `a$gd{} $^a$gd{}$@ ^@ `a$gdd $^a$gdJX_\o\p\\\\\\\\\]]]]']/]0]1]2]3]]]]]]]]]]^6^E^F^G^k^l^^^^5_6_8_:_M_a`d`i`q`z`ݶ} h5>* hP45>* h5 hP45 h ^^5>*hC.hC.5 h5 h5hKthfhhih hih$CJaJh$CJaJh ^^CJaJh)ah,(hihdCJaJhdhJXh ^^hC.1^^6^F^G^l^^^^^^^^4_5_a`b?bbbbbbbbbbbbbbbbbcccc.cAcBcccccccdddFdGdSdddmdǾDz˭DzˠLJ{{w{hhKth,(hi5hihh ^^5hh5 h5hh h>* h ^^>*h)ah,(h5 h)a5hfhh ^^ h ^^5>*hh5 h5 h5hhP45\hh5\h.[bbbbbbbbbbcccBcCcccccccd $`a$gd $`a$gd{}$$`a$gd$$@ ^@ a$gd{}$$`a$gd{}dddGdndodpdqdrdsddddreseteeeeeeeeeef f $a$gd{} $`a$gd{}mdodqdsddddddddddde6e9e:eaeseeeeeeeeffff[f]f{f|ffffffff4gCgDgJgMg`gggghKhXhhhhhhhh i=igisi½¸h. h. 5 h. >* h>* hPP>*hhh hKt>*hKthfh)ah h ^^>*hhJXh ^^h. h:Oh@ f!fffg4g5gLg`gagbgtggg\h]hhhhhhh$a$gd. $a$gdKt $`a$gdKt $a$gdJX $`a$gdJX $`a$gd{}hhhhhhhh i i i>i?i@iAiBiCiDiEiFiGi $`a$gdgd $ & Fa$gd $`a$gd{} $ & Fa$gd$^`a$gd. 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