ࡱ> lnk` 7bjbjss Z/<<<<<<<4p4"4"4"h"$"dpDJ0#0#@#@#@#@#@#@#2222; 3DM;DC$ZEhGC<.@#@#..C<<@#@#C000.<@#<@#20.200V1@<< 2@#$# w6j4".<2 2DC0D2 H/|H 2H< 2h@#$d&>0(n*@#@#@#CCQ0d@#@#@#D....ppp4"ppp4"ppp<<<<<<  AGREEMENT OF SALE Parcel RPC No: 7000138 Street: 212 Pine Chapel Road Hampton, Virginia 23666 THIS AGREEMENT OF SALE, Made as of this day of , 2006, by and between TERRY J. GUNNELS and SHIRLEY J. GUNNELS, husband and wife, hereinafter referred to as "Landowner", and the CITY OF HAMPTON, a municipal corporation of the Commonwealth of Virginia, hereinafter referred to as "City", having a mailing address of 22 Lincoln Street, Hampton, Virginia 23669. WITNESSETH: That for and in consideration of one dollar and other valuable consideration, the receipt of which is hereby acknowledged, the City agrees to buy and the Landowner agrees to sell all his/her/its rights and interests in the following described land together with all improvements to the City by deed of General Warranty, properly executed, acknowledged, and delivered with usual English Covenants of title, free from all encumbrances. The land and improvements subject to this Agreement of Sale (hereinafter referred to as the "Property") are described as follows: All that certain lot, piece, or parcel of land, consisting of 21,540 square feet, more or less, known and designated as Parcel Numbered TWO (2), Lot Numbered FOUR (4), in Block Numbered ONE (1). (Said parcel is erroneously referenced in the prior conveyance as being shown on that certain plat entitled, PLAT OF PART OF SPEEGLE VILLAGE, PART OF W. V. FINLEYS SHEETS TRACT, made by Girard Chambers, C. E. dated March 18, 1935 a copy of which plat is duly recorded in the Clerks Office of the Circuit Court for the City of Hampton, Virginia in Deed of Trust Book 88 page 373). It being the same property conveyed unto Terry J. and Shirley J. Gunnels, husband and wife, from Wilbur A. Holt, Sr., and Sarah L. Holt, husband and wife, by Deed dated October 1, 1980 and recorded in the Circuit Court Clerks Office of the City of Hampton, Virginia, in Deed Book 581, at page 569. Subject to covenants, conditions, easements, and restrictions of record. Together with all and singular the buildings and improvements thereon, rights and privileges, tenements, hereditaments, easements, and appurtenances unto the said land belonging or in anywise appertaining. Together with all rights, title and interest of the Landowner, if any, in and to any and all easements, rights-of-way, private roads and other rights of access, ingress and/or egress adjacent to, appurtenant to or in any way benefiting the above described property. 1 of 6 Terry J. and Shirley J. Gunnels 212 Pine Chapel Road Agreement of Sale Purchase Price: The total consideration is as follows: ONE-HUNDRED-FIFTY-TWO-THOUSAND-DOLLARS ($152,000.00) in full for the Property with all appurtenances and improvements thereon. The purchase price represents the value of all estates and interests in such Property. The Purchase Price shall be paid in lawful money of the United States of America by check at Settlement and upon recording of the Deed of Conveyance. CLAUSE NO. 1 Settlement will only take place after the Property has been vacated and inspected in accordance with the terms of this Agreement of Sale. Prior to Settlement, the Landowner will timely notify the City Real Estate Manager for the Property to be inspected and accepted. The Real Estate Manager will notify the Citys Settlement agent when to proceed with the Settlement process. CLAUSE NO. 2 The Landowner agrees that the Property shall be vacant and free from all personal property prior to the date of Settlement. CLAUSE NO. 3 The City agrees that Landowner may remove fixtures, appliances, cabinets, beaker panel, and other materials from the interior of the building structure prior to the date of Settlement. The building structure must, however, be left intact and in securable condition with all windows and exterior doors left in place. CLAUSE NO. 4 The consideration herein above mentioned represents the value of all estates or interests in the above-described Property. CLAUSE NO. 5 The Landowner shall endeavor to convey marketable title to the City as provided herein. In the event that Landowner is unable to convey marketable title to the City as herein provided, and the City should elect to institute condemnation proceedings to acquire title to the Property, the Landowner agrees that this Agreement of Sale may be introduced in such proceedings as evidence of the value of the Property. The Landowner shall supply affidavits and other documents as may be required by the City's title insurance company for the issuance of an owners title insurance policy. 2 of 6 Terry J. and Shirley J. Gunnels 212 Pine Chapel Road Agreement of Sale CLAUSE NO. 6 The Landowner hereby covenants and agrees for himself/herself, itself, its heirs, assigns and successors, that the consideration herein-above stated is the total consideration and compensation for all of Landowners Property rights and interests. There have been no other promises, considerations or representations made, which are not set forth in this agreement. CLAUSE NO. 7 (A) For purposes of this clause the following definitions shall apply: (1) "Hazardous Substances" means any and all pollutants, dangerous substances, toxic substances, hazardous wastes, hazardous materials and hazardous substances as referenced or defined in, or pursuant to, any federal, state, local or other applicable environmental law, statute, ordinance, rule, order, regulation or standard in effect on the date hereof including, without limitation, the Resource Conservation and Recovery Act (42 U.S.C 6901, et seq.), as amended, the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C. 135, et seq.), as amended, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. 9601, et seq.), as amended, and the Toxic Substance Control Act (15 U.S.C. 2601, et seq.), as amended. (2) "Release" means placing, releasing, depositing, spilling, leaking, pumping, emitting, emptying, discharging, injecting, escaping, leaching, disposing or dumping. (3) "Environmental Condition" means any condition, including, without limitation, the Release of Hazardous Substances, located on or affecting the Land that could require remedial action and/or may result in claims, demands, liabilities, costs and/or expenses to the City. (4) "Notice" means any written, civil, administrative or criminal summons, citation, directive, order, claim, litigation, investigation, proceeding, judgment, letter or other communication from the United States Environmental Protection Agency ("USEPA"), the Virginia Department Environmental Quality, or other federal, state or local agency or authority, or any other entity or any individual, concerning any intentional or unintentional act or omission which has resulted or which may result in the Release of Hazardous Substances on or into the Land or otherwise relates to an Environmental Condition. Landowner covenants, represents and warrants to City that, 1) Landowner has received no Notice, 2) to the best of his/her/its knowledge and belief, Landowner has not caused or permitted any Environmental Condition on or affecting the Land, and knows of no such Environmental Condition caused or permitted by any other person or entity, and 3) to the best of his/her/its knowledge and belief, Landowner has not caused or permitted, and to the knowledge of Landowner, no prior or current other owner, tenant, user, operator or other person or entity has caused or permitted, 3 of 6 Terry J. and Shirley J. Gunnels 212 Pine Chapel Road Agreement of Sale the Land to Release or contain, or to be used to generate, manufacture, refine, transport, treat, store, handle, dispose, transfer, produce or process, Hazardous Substances or other dangerous or toxic substances or solid wastes. The Landowner further covenants, represents and warrants that there is no action, suit, proceeding, claim, investigation, citizen suit or review pending or threatened against or affecting the title to the Land. Should any notice of such an action, suit, proceeding, claim, investigation or citizen suit be received, it will be immediately forwarded to the Office of the City Attorney of the City of Hampton, Virginia 23669. CLAUSE NO. 8 The Landowner covenants, represents and warrants that, to its knowledge, there are no wetlands, hazardous wastes, or endangered species which would prevent the City's allowed use of the Land. It shall, however, be the responsibility of the City of Hampton, Virginia, to determine whether or not there are any adverse conditions, including, but not limited to, environmental conditions, hazardous waste conditions, status as protected wetlands or endangered species which would prevent the City's proposed use of the Land. If any such conditions are determined to exist, the City may declare this Agreement of Sale null, void and of no further legal effect. CLAUSE NO. 9 THIS CONTRACT IS SUBJECT TO HAMPTON CITY COUNCIL APPROVAL OF A RESOLUTION AUTHORIZING ACQUISITION OF THE AFORESAID REAL ESTATE. Settlement shall take place within thirty (30) from the date of contract ratification by the City Council for the City of Hampton, Virginia, or as soon thereafter, allowing a reasonable time to; 1) correct any title defects reported by the title examiner, 2) prepare and sign the necessary documents to enable the City of Hampton, Virginia to take proper title. CLAUSE NO. 10 ALL COVENANTS, AGREEMENTS, REPRESENTATIONS, WARRANTIES AND INDEMNITIES OF LANDOWNER CONTAINED IN THESE PARAGRAPHS WILL SURVIVE FINAL CLOSING AND DELIVERY OF THE DEED. CLAUSE NO. 11 In accordance with instructions by the Department of the Treasury, Internal Revenue Service, for Form 1099-S, you are required by Law to provide the City Attorney's Office, 22 Lincoln Street, Hampton, VA 23669 with your correct taxpayer identification number. 4 of 6 Terry J. and Shirley J. Gunnels 212 Pine Chapel Road Agreement of Sale If you do not provide the City Attorney's Office with your correct taxpayer identification number, you may be subject to civil or criminal penalties imposed by law. Landowner will also provide the City Attorney's Office with other documents necessary for the City to comply with State reporting requirements CLAUSE NO. 12 Under the penalties of perjury, I/we certify that the number(s) shown on this Agreement is/are my/our correct taxpayer identification number(s). CLAUSE NO. 13 Signatures of parties. The following information must be provided on the signature lines below: a. Where the Landowner is an individual or individuals, each person shall sign and print his/her name and include his/her taxpayer identification number. b. Where the Landowner is a business, the authorized agent of the Landowner shall sign and print his/her name, provide his/her title, the taxpayer identification number of the business and, where necessary, a resolution authorizing the sale of the property. c. Where any person holds a Power of Attorney for a Landowner, a copy of the Power of Attorney shall be attached and the person shall sign for the Landowner as his/her Attorney-in-fact. WITNESS THE FOLLOWING SIGNATURES AND SEALS: LANDOWNER(S): ____________________________(SEAL) SSN/TIN#______________________ Terry J. Gunnels (SEAL) Shirley J. Gunnels MAILING ADDRESS: 208 Longstreet Road Newport News, VA 23606 PHONE #___________________ 5 of 6 Terry J. and Shirley J. 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