14 - bos.stafford.va.us
TRANSCRIPT
Attachment 1 R16-119
BACKGROUND REPORT
The Board is asked to consider authorization of a public hearing to convey County-owned property, Tax Map Parcel No. 53D-1-36 (Property), to Rock-River Builders, LLC. The Property is located within the Falmouth Historic District and the George Washington Election District. The Property contains an historic structure known as the Counting House. The Counting House, circa 1840, has been deemed eligible for the National Register of Historic Places as an individual property due to its unique architectural characteristics, and its importance within the local history of Falmouth. The Counting House has been vacant for many years and is deteriorating. The Counting House is approximately 1,200 square feet in size, and was likely used as a warehouse or storage building when first constructed. By 1854, it was converted into a dwelling. It appears that the Counting House was used for residential purposes until the late 1990s, when it was vacated. Staff has been working with Supervisor Thomas toward a proposal for the transfer of ownership of the Property in exchange for rehabilitating the Counting House for commercial use. After soliciting bids, Rock-River Builders, LLC was selected as the potential purchaser of the Property, and proposes to establish an engineering office within the existing building. Rehabilitation of the Counting House would be overseen by the County in consultation with Dovetail Cultural Resource Group (Dovetail), a firm that specializes in historically sensitive restorations. All restoration work would be in compliance with the Secretary of the Interior’s Standards for Rehabilitation, and require approval by the County’s Architectural Review Board (ARB). A Memorandum of Understanding (MOU) (Attachment 5) has been drafted to detail an agreement for reuse of the building/site in accordance with the proposal. The MOU also includes appropriate uses that would be permitted on the property. Additionally, restrictive covenants have been drafted (Attachment 6) and will be recorded to ensure that any future owner would follow the same standards for any changes to the property. The MOU and the restrictive covenants are referenced in the Deed of Conveyance (Deed) (Attachment 4). The Deed also references an inventory of relevant features, conditions, and improvements (Baseline Documentation), which will provide an accurate representation of the Property at the time of the conveyance and is intended to serve as an objective information baseline for monitoring compliance with the Deed. The Baseline Documentation will be completed by the County and attached to the Deed upon recordation. The Deed also specifies that the County would retain an easement on a portion of the Property for potential construction of a public parking lot. Rock-River Builders, LLC proposes to construct a small parking lot to serve the engineering office until such time the County desires to construct public parking on site. The easement, as referenced in the Deed, will be depicted on a plat of survey to be recorded at the time of property conveyance. Staff notes that a reclassification application, RC15150923, is being processed by the County in order to rezone the Property from R-1, Suburban Residential, to B-2, Urban Commercial. The Board held a public hearing on the application on March 15, 2016. Based on recommendations by the Planning Commission, staff recommended only the following uses be permitted on the Property: Adult Day Care Center; Low intensity commercial retail; Bakery; Medical/dental office; Barber/beauty shop; Medium intensity commercial retail; Child care center; Pet store; Clinic, Medical/Dental; Professional office; Dry cleaner/laundry; Public facility/utility; General office use; Public Works excluding wastewater treatment facilities; Gift/antique shop; Restaurant; Flex office; Restaurant without a drive through facility; Florist; Retail bakery; General office use; Tailor shop; Gift/antique shop; and Wholesale business.
Attachment 1
R16-119 Page 2
At the Board’s public hearing, several citizens spoke and indicated several of these uses should not be allowed, including Adult Day Care Center; Barber/beauty shop; Child care center; Pet store; and Wholesale business. The Board may want to consider adding these uses to the MOU and restrictive covenants as uses not permitted. The Board’s Community and Economic Development Committee discussed this item most recently at its March 16, 2016 meeting and recommended forwarding it to the full Board for its consideration. Pursuant to Virginia Code § 15.2-1800, a public hearing is required to consider conveyance of County-owned property. Staff recommends proposed Resolution R16-119 authorizing the County Administrator to advertise a public hearing to consider the conveyance of the property to Rock-River Builders, LLC.
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R16-119
PROPOSED
BOARD OF SUPERVISORS COUNTY OF STAFFORD STAFFORD, VIRGINIA
RESOLUTION
At a regular meeting of the Stafford County Board of Supervisors (the Board) held in the Board Chambers, George L. Gordon, Jr., Government Center, Stafford, Virginia, on this the 5th day of April, 2016: ---------------------------------------------------------------------------------------------------------- MEMBERS: VOTE: Robert “Bob” Thomas, Jr., Chairman Laura A. Sellers, Vice Chairman Meg Bohmke Jack R. Cavalier Wendy E. Maurer Paul V. Milde, III Gary F. Snellings ---------------------------------------------------------------------------------------------------------- On motion of , seconded by , which carried by a vote of , the following was adopted:
A RESOLUTION AUTHORIZING THE COUNTY ADMINISTRATOR TO ADVERTISE A PUBLIC HEARING TO CONSIDER CONVEYING TAX MAP PARCEL NO. 53D-1-36, TO ROCK-RIVER BUILDERS, LLC
WHEREAS, Stafford County is the owner of Tax Map Parcel No. 53D-1-36 (Property), located within the George Washington Election District; and WHEREAS, the Board determined that the Property is no longer needed by the County; and WHEREAS, the Board desires to consider conveying the Property to Rock-River Builders, LLC, for rehabilitation of the historic Counting House structure on the Property, which is proposed to be used as an office; and WHEREAS, pursuant to Virginia Code § 15.2-1800, the Board desires and is required to hold a public hearing to consider the conveyance of County-owned property; NOW, THEREFORE, BE IT RESOLVED by the Stafford County Board of Supervisors on this the 5th day of April, 2016, that the County Administrator be and he hereby is authorized to advertise a public hearing to consider conveying Tax Map Parcel No. 53D-1-36 to Rock-River Builders, LLC. AJR:JAH:kb
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Attachment 3 Page 1 of 1
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NOTE TO TITLE EXAMINERS: This deed contains restrictions on permitted uses and
activities on the property described below, which run with the land and are applicable to the
property in perpetuity.
Prepared by: Daniel J. Wisniewski, Esq. (VSB No. 84624)
Stafford County Attorney’s Office
1300 Courthouse Road
P.O. Box 339
Stafford, Virginia 22555-0339
Tax Map Parcel No.: 53D-1-36
Consideration: $10
This Deed of Conveyance is exempt from taxation under Virginia Code § 58.1-811(A)(3) and
(C)(4).
DEED OF CONVEYANCE
THIS DEED OF CONVEYANCE (“Deed”), made this day of _________ 20__, is by and
between the COUNTY OF STAFFORD, VIRGINIA, a political subdivision of the
Commonwealth of Virginia acting through its governing body, the BOARD OF SUPERVISORS
OF STAFFORD COUNTY, VIRGINIA (“Grantor”), and ROCK-RIVER BUILDERS, LLC
(“Grantee”), a Virginia limited liability company, whose address is ______________________.
Recitals
WHEREAS, Grantor is the owner in fee simple of real property situated in Stafford
County, Virginia, known as the Counting House property (the “Property”), which includes all
that parcel of real estate in the town of Falmouth, Stafford County, Virginia, shown as 0.4109
acres, more or less, on plat of Sullivan, Donahoe and Ingalls, C.L.S., dated May 18, 1979, and
recorded in Deed Book 360, Page 3 in the Clerk’s Office of the Circuit Court of Stafford County,
Virginia; and
WHEREAS, Grantor desires to convey the Property to Grantee in fee simple subject to
the restrictions contained herein and in the Declaration of Restrictive Covenants recorded by the
Grantor at LR __________ (“Declaration of Restrictions”), with certain easement rights being
retained by Grantor, as described below;
WHEREAS, the portion of the Property being conveyed by Grantor to Grantee in fee
simple contains the historic Counting House structure, which will be rehabilitated by Grantee
subject to the terms of a Memorandum of Understanding entered into by the parties on _____,
__, 2016 (“MOU”) (Exhibit A), and the terms of this deed;
WHEREAS, the Grantor intends to construct a parking lot on a portion of the Property
where easement rights are being retained by the Grantor, and where this portion of the Property
will be used by Grantee for its normal business operations but also for use by the Grantor
generally;
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NOW, THEREFORE, in consideration of the foregoing recitals incorporated herein and
made a part hereof, and in consideration of the mutual covenants herein and their acceptance by
Grantee, Grantor does hereby give, grant and convey to Grantee the Property in fee simple,
which is identified on the plat prepared by __________, dated _______, attached hereto as
Exhibit B (the “Plat”)
A. Easement Retained by Grantor
Grantor hereby retains an easement on a portion of the Property herein identified as the
“Parking Lot Portion,” identified on the Plat, for use as a public parking lot, the Grantee having
the right to use the Parking Lot Portion for parking vehicles associated with any of the
permissible uses identified in the Declaration of Restrictions.
The easement retained by the Grantor is an easement in gross that runs with the land as
an incorporeal interest in the Property. The covenants, terms, conditions and restrictions
contained in this Deed are binding upon, and inure to the benefit of, the parties hereto and their
successors and assigns, and shall continue as a servitude running in perpetuity with the Property.
B. Covenants and Restrictions
1. This Deed is subject to all of the covenants and restrictions contained in the
Declaration of Restrictions which are incorporated herein by reference.
2. The Grantees shall rehabilitate the Counting House in accordance with the terms of
the MOU. If Grantee does not rehabilitate the Counting House in accordance with
the terms of the MOU, then fee simple title of the Property automatically reverts back
to Grantor.
C. Amendment
The covenants and restrictions contained herein shall not hereafter be altered in any
respect, except by a recorded document signed by the Board or its authorized agent. This
document is intended to survive foreclosure, bankruptcy, condemnation, or judgments affecting
the Property.
D. Compliance Inspections and Enforcement
The Grantor and its authorized agents shall have the right to enter and go upon all
portions of the Property to make inspections and to take all actions necessary to verify
compliance with this deed. The terms of this deed may be enforced by any proceeding at law or
in equity. Failure by the Grantor to enforce any of the terms of this deed shall in no event be
deemed a waiver of the right to do so thereafter. If a court determines that Grantee failed to
comply with the terms of this deed, then Grantee shall reimburse Grantor for any reasonable
costs of enforcement, including, without limitation; restoration costs, court costs and attorney’s
fees, in addition to any other payments ordered by the court.
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Grantor may require by written demand to the Grantee that the Property be restored
promptly to the condition required by this Deed. Furthermore the Grantor retains the right to
enter any portion of the Property and restore the Property to a condition consistent with the terms
of this Deed and assess the cost of such restoration against the owner of the parcel in violation of
this Deed; and the cost of such restoration shall be a lien against the Property, provided however,
that no such lien shall affect the rights of a subsequent bona fide purchaser unless a
memorandum of such lien was recorded among the Stafford County, Virginia land records prior
to such purchase, and such lien shall be subordinate to any deed of trust recorded prior to the
recordation of a memorandum of such lien.
Notwithstanding any other provision of this Deed, Grantee shall not be responsible or
liable for any damage to the Property or change in the condition of the Property (a) caused by
fire, flood, storm, Act of God, governmental act or other cause outside of Grantee’s control, or
(b) resulting from reasonable non-negligent action taken by Grantee to avoid, abate, prevent, or
mitigate damage to or changes in the condition of the Property from such causes.
In order to establish the present condition of the Property, the Grantor has examined the
Property and prepared an inventory of relevant features, conditions, and improvements
(“Baseline Documentation”), which is hereby incorporated in this Deed by reference and
attached hereto as Exhibit C. A copy of the Baseline Documentation has been provided to
Grantee, and the original shall be placed and remain on file with Grantor. Grantor and Grantee
agree that the Baseline Documentation is an accurate representation of the Property at the time of
this grant and is intended to serve as an objective information baseline for monitoring
compliance with this Deed. Grantor and Grantee further agree that in the event a controversy
arises with respect to the condition of the Property or a particular resource, the Grantor and
Grantee shall not be foreclosed from utilizing any other relevant document, survey, or report to
assist in the resolution of the controversy.
E. Conflicting Property Rights
This Deed should be construed to apply to the maximum extent possible should an
easement, right, interest or lease on or to the Property, not acknowledged herein, and being
created prior in time to the recording of this Deed, be exercised in such a manner that it conflicts
with the covenants and restrictions herein.
F. Severability Provision
The provisions hereof shall be deemed individual and severable, and the invalidity,
partial invalidity or unenforceability of any one provision or any portion thereof shall not affect
the validity or enforceability of any other provision thereof.
G. Construction
Any general rule of construction to the contrary notwithstanding, this Deed shall be
liberally construed in such a way that effects the purposes of this Deed, and the policy and
purposes of Grantor. If any provision of this Deed is found to be ambiguous, an interpretation
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consistent with the purpose of this Deed that would render the provision valid shall be favored
over any interpretation that would render it invalid. This Deed shall be interpreted as though it
has no drafter, or that both parties have drafted the document.
This instrument sets forth the entire agreement of the parties with respect to this Deed,
and supersedes all prior discussions, negotiations, understandings, or agreements relating to the
easement. The terms of the MOU and Deed of Restrictions have been incorporated into this
Deed by reference and should be interpreted to be part and parcel of this instrument.
H. Hold Harmless
Grantee shall hold harmless, indemnify, and defend Grantor and its employees, agents,
successors and assigns from and against all liabilities, penalties, costs, losses, damages,
expenses, causes of action, claims, demands, or judgments, including, without limitation,
reasonable attorneys’ fees arising from or in any way connected with the result of any use or
activity by Grantee on either portion of the Property.
I. Counterparts.
This Deed may be executed in one or more counterpart copies, each of which, when
executed and delivered shall be an original, but all of which shall constitute one and the same
Deed. Execution of this Deed at different times and in different places by the parties hereto shall
not affect the validity of the Deed.
[The remainder of the page intentionally left blank.]
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WITNESS the following signatures and seals on the date in the preamble:
The County of Stafford, Virginia, acting through its governing body the Board of
Supervisors of Stafford County, Virginia (“Board”), as approved by Resolution R______,
attached hereto and to be recorded herewith as Exhibit D, and as evidenced by the signature
below, the signatory being authorized to execute this Declaration on behalf of the Board, does
hereby make the conveyance of the interest in real estate made by this Deed, retaining an
easement as aforesaid.
GRANTOR:
COUNTY OF STAFFORD, VIRGINIA
By:_________________________________
Anthony J. Romanello,
County Administrator
COMMONWEALTH OF VIRGINIA
COUNTY OF STAFFORD, to-wit:
The foregoing Deed was signed, sworn to and acknowledged before me this _________
day of ________________, 20________ by Anthony J. Romanello, in his capacity as
County Administrator for Stafford County, Virginia, on behalf of the County.
My commission expires:_____________________
My registration number is:____________________
____________________________________
Notary Public
Printed Name:
APPROVED AS TO FORM:
Virginia Code § 15.2-1803
___________________________________
Stafford County Attorney’s Office
By:
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GRANTEE:
ROCK-RIVER BUILDERS, LLC
By: ____________________________
Print name:______________________
Title:___________________________
COMMONWEALTH OF VIRGINIA
CITY/COUNTY OF ________________, to-wit:
The foregoing Deed was signed, sworn to and acknowledged before me this ____ day of
_________, 20__, by _________ in his capacity as ___________ for Rock-River
Builders, LLC, Grantee.
My commission expires: _____________________
My registration number is:____________________
_______________________________________
Notary Public
Printed Name:
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Exhibit A
Memorandum of Understanding
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Exhibit B
Plat
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Exhibit C
Baseline Documentation
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Exhibit D
Stafford County, Virginia
Resolution R______
MEMORANDUM OF UNDERSTANDING
This memorandum of understanding (“MOU”), dated _____________, 2016 (the “Effective Date”), is made by and between Rock-River Builders, LLC, (“Rock-River Builders”), a Virginia limited liability company, and the Board of Supervisors of Stafford County, Virginia (“Stafford County”), the governing body of Stafford County, a political subdivision of the Commonwealth of Virginia.
WHEREAS, the “Counting House” located at 103 Gordon Street in Falmouth, Virginia
(Stafford County Tax Map Parcel No. 53D-1-36; Virginia Department of Historic Resources [DHR] #089-0067-0006), is a circa 1840s dwelling that has been determined to be individually eligible for the National Register of Historic Places (NRHP) and is also located within the NRHP-eligible Falmouth Historic District (DHR #089-0067);
WHEREAS, Stafford County purchased the building in 2006 to assure the building’s preservation;
WHEREAS, the Board adopted a Master Redevelopment Plan for four areas of the
County, including Volume IV on Falmouth, as an element of the Comprehensive Plan in May 2011;
WHEREAS, the actions included in this MOU are consistent with the Redevelopment
Plan for Falmouth, Volume IV, page 21; WHEREAS, the actions included in this MOU are consistent with the 2014 Master
Interpretive Plan for the Historic Falmouth District endorsed by the Board on March 4, 2014, page 59;
WHEREAS, the Virginia Department of Transportation has recently completed major
improvements to the Falmouth Intersection, US Route 1 at US Route 17;
WHEREAS, Stafford County has continued basic maintenance on the building since that time but has not completed a full rehabilitation of the structure;
WHEREAS, Stafford County recognizes that full rehabilitation and occupation of the building would greatly aid in the preservation of this significant historic resource;
WHEREAS, Stafford County has determined that a full rehabilitation and occupation of the building by County staff is not achievable at this time;
WHEREAS, Stafford County has elected to solicit a private firm to complete the rehabilitation in exchange for ownership of the property;
WHEREAS, Stafford County employed Dovetail Cultural Resource Group (“Dovetail”) to provide historic preservation guidance and aid in the solicitation of firms for the rehabilitation of the property;
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WHEREAS, a Request for Proposals (“RFP”) was disseminated to solicit interest packets on June 3, 2014 with a revised RFP distributed on October 27, 2014, however no proposals were received during the RFP process;
WHEREAS, staff continued to work with parties who had expressed interest in the project and, as a result, two proposals were received in early 2015;
WHEREAS, the Community and Economic Development Committee, a standing committee of the Stafford County Board of Supervisors (“Board”), has provided overall policy direction for this project and was briefed on the proposals on May 5, 2015, at which time the Committee selected one of its members to interview the proposers and report back a recommendation;
WHEREAS, interviews were held, a recommendation was returned to the Board on August 18, 2015, and the Board concurred with the recommendation to proceed with final negotiations with Rock-River Builders; and
WHEREAS, the Board has determined that Rock-River Builders’ proposal, dated April
27, 2015 (Attachment A), best reflects the County’s requirements and goals for the Counting House and the Falmouth Historic District generally.
NOW THEREFORE, in consideration of the mutual promises and benefits herein and other good and valuable consideration, Stafford County and Rock-River Builders agree as follows.
AGREEMENT
1. Recitals. The preceding recitals are incorporated herein.
2. Conveyance of Property. The parties shall close on Stafford County Tax Map Parcel No. 53D-1-36, which includes the Counting House and its surrounding real property (the “Property”), within 120 days of the execution of this MOU, on a date mutually agreeable to both parties. At that point in time, fee simple title to the Property will transfer to Rock-River Builders subject to all restrictions contained in a deed of conveyance agreed to by the parties, which will be substantially identical to the document attached to this MOU as Attachment B (the “Deed”). The County will retain an easement for use of a parking lot on the Property, as described in Section 5(F). Prior to execution of the Deed, Stafford County will record a deed of restrictive covenants on the Property to ensure the Property, including the Counting House, is maintained and preserved in line with its historical character in perpetuity, in substantial conformity with Attachment C.
3. Permitted Uses. Rock-River Builders shall not engage in any use on the Property except for the following, as they are defined in the Stafford County Zoning Ordinance:
A) adult day care center
B) bakery
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C) barber/beauty shop
D) child care center
E) medical/dental clinic
F) dry cleaner/laundry
G) general office
H) gift/antique shop
I) flex office
J) florist
K) low intensity commercial retail
L) medium intensity commercial retail
M) pet store
N) professional office
O) public facility/utility, except for generating facilities, substations, switching stations and wastewater treatment facilities which are permitted as a conditional use
P) public works, except for generating facilities, substations, switching stations, and wastewater treatment facilities not in existence prior to October 17, 2006
Q) restaurant without a drive-through facility
R) retail bakery
S) tailor shop
T) wholesale business.
These uses will be included in the Board’s deed of restrictive covenants and/or deed conveying the Property to Rock-River Builders.
4. Collaboration. Stafford County and Rock-River Builders will work collaboratively to ensure that the Counting House is rehabilitated, in accordance with the terms herein, allowing the Counting House to be occupied by an office commercial enterprise. Because of the Counting House’s historical significance, Stafford County and Rock-River Builders will collaborate to complete all structural repairs, utility installation, and site modifications in accordance with the Secretary of the Interior’s Standards for Rehabilitation and Guidelines for Rehabilitating Historic Buildings (“SOI Standards”), as they may be amended from time to time (currently available at http://www.nps.gov/tps/standards/
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rehabilitation.htm). The parties agree that they will work in good faith in a timely manner to satisfy their obligations under this MOU.
5. Stafford County Responsibilities.
A) Stafford County shall maintain general property and flood insurance on the Property during the duration of this MOU.
B) Stafford County retains approval authority of all project plans and modifications until project completion. This includes feedback provided by Stafford County staff as well as any consultants employed to aid in this project. This MOU does not in any way waive Stafford County’s authority to enforce its laws, regulations, or other requirements.
C) Stafford County will continue to retain Dovetail as a historic preservation consultant on this project to provide guidance on the SOI Standards and Stafford County Architectural Review Board (“ARB”) process to assure that all work complies with applicable guidelines. This work will include, but is not limited to, on-site monitoring and inspections as may be necessary to ensure compliance with SOI Standards and ARB decisions , proper documentation of the rehabilitation process, and processing and recordation of any artifacts uncovered during the work. Formal archaeological studies are not included in this process at this time.
D) Stafford County shall initiate a rezoning application for the Property, if it has not already done so, before conveying it to Rock-River Builders, intended to effect a change from its current R-1 Suburban Residential Zoning District classification to a commercial Zoning District classification to be determined, likely B-2 Urban Commercial.
E) Stafford County will provide the facilities for public water and sewer to the building, as long as the Counting House Property is eligible for utility service under all applicable County laws and regulations. As in the normal course of business, Rock-River Builders will be responsible for all utility connection and service fees.
F) Stafford County will retain an easement on approximately 8,000 square feet of land generally lying between the Counting House structure and King Street—to be surveyed and accurately delineated in the Deed—for the purpose of constructing a public parking area adjacent to the Counting House in accordance with the Falmouth Parking Lot Phase I Site Plan, County application #1100073, dated December 22, 2011 (see Attachment D), valid through July 1, 2017. Stafford County shall, if it so decides, to construct the public parking area at its sole cost. Rock-River Builders shall have the general use of spaces within this lot for its permissible uses, as defined in Section 3.
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G) Stafford County shall appoint one person to act as a point of contact (POC) for Rock-River Builders for the duration of the MOU and/or rehabilitation project, whichever is longer, in order to expedite the dialogue between the parties. The POC shall keep records of all meetings, email exchanges, and agreements related to this MOU.
6. Rock-River Builders Responsibilities.
A) Rock-River Builders shall obtain a builder’s risk insurance policy in the aggregate amount of $ __________, naming the Board of Supervisors and Stafford County as additional insured, prior to commencing the project.
B) In addition to required reviews for planning and code compliance, Rock-River Builders will provide the County and its historic preservation consultants the opportunity to review the project for compliance with historic guidelines, and allow access for construction inspections. Findings for document reviews, and construction inspections will be transmitted in writing to Rock-River Builders through the POC.
C) Rock-River Builders shall comply with the initial proposal feedback provided by Dovetail via email on August 24, 2015 (Attachment E) and the ARB guidelines on exterior modifications, and acquire a Certificate of Appropriateness for all exterior project components, if such certificate is required by County Code. This includes attending ARB meetings as needed and holding on-site visits, if required, to inspect complex aspects of the project design.
D) Until such time as the County constructs the public parking lot described in Section 5(F), Rock-River Builders shall provide parking for its use, on-site within the above-described easement, or off-site, in accordance with the Zoning Ordinance. At such time as the County constructs the public parking lot, Rock-River Builders shall be afforded parking for its use in accordance with the Zoning Ordinance.
E) Should the DHR or the National Park Service (“NPS”) review project plans related to the acquisition of historic tax credits, Rock-River Builders shall distribute all DHR and NPS comments to Stafford County upon receipt. Stafford County will provide a letter to concerned authorities, authorizing this renovation project to be performed by Rock-River Builders and transferring to same, eligibility for tax credits as stated in the Virginia Rehabilitation Tax Credit program and relevant documents governing Federal Tax Credits.
F) Rock-River Builders shall perform all surveys, documentation planning, design, and construction per the SOI Standards, Dovetail preliminary comments, approved COE parameters, DHR and NPS feedback, and Stafford County approved project drawings and plans.
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G) Rock-River Builders shall, at its sole cost, secure all required local, state and federal government permits and approvals, except as otherwise specifically contemplated by this MOU. Otherwise, Rock-River Builders is not required to pay any amount for Stafford, or its consultants, to meet its obligations under this MOU.
H) Rock-River Builders is solely responsible for determining its eligibility to apply for and receive of any tax credits related in any way to the work contemplated by this MOU.
I) Under no circumstance may Rock-River Builders make alterations to the Counting House structure, or degrade its historic attributes, not in conformance with the SOI Standards. This requirement survives termination of this MOU pursuant to Section 10 or otherwise. In the event that Rock-River Builders violates this provision at any time (including before the rehabilitation is deemed complete by the County pursuant to Section 7), it will be liable to the County for the cost of repairing the Counting House, including the expense of repairing all degraded historic attributes. The County has the sole discretion in determining the cost of repairs.
J) After completion of the initial rehabilitation project, all work done on the Counting House shall conform to the SOI Standards. This provision survives this agreement, unless terminated before rehabilitation work is completed.
7. Rehabilitation Work. Rock-River Builders shall coordinate its activities with the County’s Department of Planning and Zoning to include regular meetings and the development of an annual plan to implement this MOU. Rock-River Builders and the County will review the annual work plan after this MOU is executed, and routinely in their regular meetings. Rock-River Builders and the County may modify the work plan throughout the year in order to meet the goals of this MOU. Rock-River Builders will provide, on an annual basis, a written report on its progress, or lack thereof, in rehabilitating the Counting House to the POC.
Upon written notice by Rock-River of substantial completion, Stafford County’s review team, and at least one member of the ARB, will conduct a walk-through of the completed Counting House to determine whether all rehabilitation work has been completed in conformance with all applicable laws and regulations. Stafford County, in consultation with Dovetail and the ARB, has exclusive and sole discretion in determining when all rehabilitation work has been completed, in good faith.
8. Failure to Perform. If Rock-River Builders fails to comply with the terms of this MOU or the Deed, or terminates this agreement prior to completing all rehabilitation work (as determined by Stafford County pursuant to Section 7), Stafford County may seek relief from the Stafford County Circuit Court for return of the Property. Fee simple title will revert to Stafford County automatically if any of the restrictions or conditions in the Deed or restrictive covenants are violated. All improvements made to the Property by Rock-River Builders or Stafford County are the sole property of Stafford County, with no right of
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compensation to Rock-River Builders for work done, until all terms of this MOU and the Deed are completely satisfied.
9. Duration of Agreement. This MOU will be effective for a period of five years
from the Effective Date, unless extended in a writing signed by both Stafford County and Rock-River Builders. This MOU survives the transfer of title pursuant to the Deed.
10. Termination. Stafford County and Rock-River Builders have the right,
individually, to terminate their participation in this MOU at any time with or without cause upon thirty (30) days’ prior written notice to the other party. In the event of termination by Rock-River Builders prior to completion of all rehabilitation work (as determined by Stafford County pursuant to Section 7), title to the Counting House and its real property will automatically revert to the County in fee simple, and Rock-River Builders shall pay to Stafford County for all costs incurred in carrying out its obligations under this MOU (including the rezoning of the Property if the rezoning process began prior to the execution of this MOU). In the event of termination by Stafford County without cause, and where Rock-River Builders has undertaken improvements to the Counting House, Stafford County shall reimburse Rock-River Builders for all of Rock River’s costs and expenses for such improvements, including without limitation all costs and expenses associated with engineering, architectural, construction, labor, management and materials. Cause for termination includes failure to comply with the terms of this MOU, or failure to complete rehabilitation work timely, in a workmanlike manner, and in accordance with all laws and regulations, including historic preservation requirements and guidelines.
11. General Provisions.
A) Notice: Any notice required by this MOU shall be in writing at the addresses provided below, which may be changed from time to time by giving the other party prior notice, and shall be deemed given when sent, postage prepaid, through the United States Postal Service by certified mail, return receipt, or when sent by nationally recognized overnight delivery service, or personally served upon the appropriate party.
Stafford County:
Contact Person Address
Rock-River Builders:
Contact Person Address
B) Applicable Law: This MOU shall be construed, governed and interpreted by and in accordance with the laws of the Commonwealth of Virginia, without respect to its conflict of laws provisions. Any litigation with respect to this Agreement shall be brought before the Stafford County Circuit Court, unless law requires otherwise. Stafford
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County and Rock-River Builders agree that they shall at all times comply with all applicable federal and state laws and regulations.
C) Entire Agreement: This MOU constitutes the entire understanding of Stafford County and Rock-River Builders with respect to the subject matter herein and supersedes all prior oral or written agreements with respect to the subject matter herein. This MOU can be modified or amended only by a writing signed by both Stafford County and Rock-River Builders.
D) Publicity: Stafford County and Rock-River Builders shall not provide or disseminate any news release, public announcement, advertisement or publicity concerning this MOU or any proposals, resulting contracts, or subcontracts deriving therefrom, except by the expressed written approval of all parties or as may be required by law. Stafford County and Rock-River Builders agree that any news releases made shall give due recognition to the participation and contribution of all parties and shall be subject to review by all parties. Both parties recognize that Stafford County’s obligations to provide access to public records under Virginia’s Freedom of Information Act, or other applicable laws or regulations, is not affected by this provision.
E) Use of Trademarks: Stafford County and Rock-River Builders shall not use the name or any trademark or any proprietary or intellectual property or information of the other party without obtaining prior written permission of said party.
F) Sovereign Immunity: Nothing in this MOU shall be deemed a waiver of the sovereign immunity of Stafford County.
G) No Third-Party Beneficiaries: No third party is entitled to rely on any of the representations, warranties and agreements of either party contained in this MOU, including persons or entities expressly mentioned in this MOU but who are not signatories hereto.
H) Limitation of Liability: In no event shall Stafford County or Rock-River Builders be liable to each other for any claim (whether based on contract, tort, negligence, strict liability, or other theory or law or otherwise) for any consequential, incidental, indirect, punitive, or other similar special damages (including, without limitation, damages for loss of business profits, business interruption, or other pecuniary loss), arising out of or relating to this MOU, even if a party has been advised of the possibility of such damages and regardless of the foreseeability of any such damages. Notwithstanding the aforesaid, no limitation of liability under this MOU will be applicable with respect to a claim that is the result of Stafford County or Rock-River Builders’ gross negligence or intentional misconduct.
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I) Fees and Expenses: Unless otherwise expressly agreed in writing, Stafford County and Rock-River Builders agree to bear their own expenses with respect to its participation in this MOU and in any supplemental agreements. Any and all financial obligations of Stafford County pursuant to this MOU are subject to annual appropriations by the Board of Supervisors as they may be made from year to year.
J) Legislative Discretion: The Parties agree that this MOU cannot under state law bind future Stafford County boards of supervisors in legislative matters.
K) Successors and Assigns. This MOU is binding on the parties and their respective successors and assigns.
WITNESS the following authorized signatures to this MOU.
STAFFORD COUNTY By:_________________________________ Date:________________ Anthony J. Romanello County Administrator
ROCK-RIVER BUILDERS By:_________________________________ Date:________________ David Bronston, P.E. Manager
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NOTE TO TITLE EXAMINERS: This declaration contains restrictions on permitted uses and
activities on the property described below, which run with the land and are applicable to the
property in perpetuity.
Prepared by: Daniel J. Wisniewski, Esq. (VSB No. 84624)
Stafford County Attorney’s Office
1300 Courthouse Road
P.O. Box 339
Stafford, Virginia 22555-0339
Tax Map Parcel No.: 53D-1-36
Consideration: $0
This Declaration of Restrictive Covenants is exempt from taxation under Virginia Code §
58.1-811(A)(3) and (C)(4).
DECLARATION OF RESTRICTIVE COVENANTS
OF THE BOARD OF SUPERVISORS OF STAFFORD COUNTY, VIRGINIA
THIS DECLARATION OF RESTRICTIVE COVENANTS is made this _____day of
____________, 2016, by the COUNTY OF STAFFORD, VIRGINIA, a political subdivision of
the Commonwealth of Virginia acting through its governing body, the BOARD OF
SUPERVISORS OF STAFFORD COUNTY, VIRGINIA (the “Board”) (to be indexed as
Grantor/Grantee), Owner.
WHEREAS, the Board is the governing body of Stafford County, Virginia (“County”);
WHEREAS, the County is the record owner of Tax Map Parcel No. 53D-1-36 (the
Property), which is that parcel of real estate in the town of Falmouth, Stafford County, Virginia,
shown as 0.4109 acres, more or less, on plat of Sullivan, Donahoe and Ingalls, C.L.S., dated May
18, 1979, and recorded in Deed Book 360, Page 3 in the land records of the Clerk’s Office of the
Circuit Court of Stafford County, Virginia (“Land Records”);
WHEREAS, the Property is also that same property Tito Del Arroyo conveyed to the
County by deed dated June 29, 2006, which is recorded among the Land Records at
LR060021852;
WHEREAS, the Property is within the Falmouth Towne Historic Resource Overlay
District, which is a district eligible for inclusion in the National Register of Historic Places, and
is an area of significant value due to its notable historic architectural features relating to the
cultural and artistic heritage of the County, the Commonwealth, and the Nation, with such
significance as to warrant conservation and preservation;
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WHEREAS, the Counting House structure on the Property is a circa 1840s building used
initially as a warehouse, later converted to a dwelling, that has been determined to be
individually eligible for the National Register of Historic Places;
WHEREAS, the County is unable to preserve the Counting House due to a lack of
funding;
WHEREAS, members of the community have expressed an interest in purchasing the
Counting House from the County in order to use it for business uses, and to preserve its historic
character in compliance with the Secretary of the Interior’s Standard’s for Rehabilitation and
Guidelines for Rehabilitating Historic Buildings, and all other relevant Federal, State, and local
historic preservation laws and regulations;
WHEREAS, the County desires to impose, freely and voluntarily, on the Property
restrictive covenants in order to ensure the preservation of the historic nature of the Property,
particularly the Counting House, and promote an economically beneficial use of the property, in
perpetuity;
NOW, THEREFORE, THIS DECLARATION WITNESSETH: Owner does hereby
declare, covenant and agree, for itself and its successors and assigns, that the Property shall be
hereafter held, leased, transferred, and sold subject to the following conditions and restrictions,
which shall run with the land and be binding on all parties and persons claiming under them.
A. Covenants and Restrictions.
1. No person shall engage in any land use on the Property except for the following uses,
as they are defined in the Stafford County Zoning Ordinance:
A. adult day care center;
B. bakery;
C. barber/beauty shop;
D. child care center;
E. medical/dental clinic;
F. dry cleaner/laundry;
G. general office;
H. gift/antique shop;
I. flex office;
J. florist;
K. low intensity commercial retail;
L. medium intensity commercial retail;
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M. pet store;
N. professional office;
O. public facility/utility, except for generating facilities, substations, switching
stations and wastewater treatment facilities which are permitted as a conditional
use;
P. public works, except for generating facilities, substations, switching stations,
and wastewater treatment facilities not in existence prior to October 17, 2006;
Q. restaurant without a drive-through facility;
R. retail bakery;
S. tailor shop; and
T. wholesale business.
2. Additionally, the Property’s historic nature shall be preserved in perpetuity by
specifically prohibiting the following activities:
A. Destruction, degradation, or alteration of the Counting House, other than those
alterations made in conformance with the Secretary of the Interior’s Standard’s
for Rehabilitation and Guidelines for Rehabilitating Historic Buildings, and all
other relevant Federal, State, and local historic preservation laws and
regulations, with prior express authorization by the County;
B. Construction, maintenance or placement of any structures or fills including but
not limited to buildings, mobile homes, fences, or signs, other than those
expressly authorized by the County; and
C. Ditching, land clearing or discharge of dredge or fill material, including diking,
damming, filling, excavating, grading, plowing, flooding/ponding, draining,
mining, drilling, placing of trash and yard debris or removing/adding topsoil,
sand, or other materials, except such land disturbance as may be necessary to
protect the Counting House from flood or storm water and as expressly
authorized in advance by the County.
3. Any alterations to the Counting House or Property may be made, without prior
approval by relevant County authorities, only to the extent that an emergency exists
which threatens the Counting House structure or any of its historic attributes. Any
such alterations must be made in a way that are reversible or repairable, if possible,
and which preserve as much of the historic attributes and original materials of the
Counting House as possible.
B. Amendment
The covenants and restrictions contained herein shall not hereafter be altered in any
respect, except by a recorded document signed by the County or its authorized agent. This
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document is intended to survive foreclosure, bankruptcy, condemnation, or judgments affecting
the Property.
C. Compliance Inspections and Enforcement
The County and its authorized agents shall have the right to enter and go upon the
Property to inspect the Property and to take all actions necessary to verify compliance with this
declaration. The terms of this declaration may be enforced by any proceeding at law or in
equity. Failure by the County to enforce any of the terms of this Declaration of Restriction shall
in no event be deemed a waiver of the right to do so thereafter. If a court determines that any of
the terms of this Declaration of Restrictions are violated, then the violator shall reimburse the
County for any reasonable costs of enforcement, including, without limitation; restoration costs,
court costs and attorney’s fees, in addition to any other payments ordered by the court.
D. Conflicting Property Rights
This Declaration of Restrictions should be construed to apply to the maximum extent
possible should an easement, right, interest or lease on or to the Property, not acknowledged
herein, and being created prior in time to the recording of this Declaration of Restrictions, be
exercised in such a manner that it conflicts with the covenants and restrictions herein.
F. Severability Provision
The provisions hereof shall be deemed individual and severable, and the invalidity,
partial invalidity or unenforceability of any one provision or any portion thereof shall not affect
the validity or enforceability of any other provision thereof.
G. Construction
Any general rule of construction to the contrary notwithstanding, this Declaration of
Restrictions shall be liberally construed in such a way that effects the purposes of this
Declaration of Restrictions, and the policy and purposes of the County in preserving historic
properties. If any provision of this Declaration of Restrictions is found to be ambiguous, an
interpretation consistent with the purpose of this Declaration of Restrictions that would render
the provision valid shall be favored over any interpretation that would render it invalid.
[The remainder of the page intentionally left blank.]
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This Declaration of Restrictions is made this day by the County of Stafford, Virginia,
acting through its governing body the Board of Supervisors of Stafford County, Virginia
(“Board”), as approved by Resolution R______, attached hereto and to be recorded herewith as
Exhibit A, and as evidenced by the signature below, the signatory being authorized to execute
this Declaration on behalf of the Board.
WITNESS the following signature and seal:
COUNTY OF STAFFORD, VIRGINIA
________________________________
Anthony J. Romanello,
County Administrator
COMMONWEALTH OF VIRGINIA
County of STAFFORD:
I certify that Anthony J. Romanello, whose name was signed on ________ ____,
2016, to the foregoing document in his capacity as County Administrator, has
acknowledged said document and signature before me in the county aforesaid.
____________________________
Notary Public
My registration number is_____________________.
My commission expires _____________________.
APPROVED AS TO FORM
Virginia Code § 15.2-1803
___________________________________
Stafford County Attorney’s Office
By: