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Attachment 1 R16-139

BACKGROUND REPORT

The Board is asked to consider conveying 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 worked with Supervisor Thomas on 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, who 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 United States Secretary of the Interior’s Standards for Rehabilitation, and require approval by the County’s Architectural Review Board (ARB). A draft Memorandum of Understanding (MOU) (Attachment 5) has been drafted to detail an agreement for reuse of the Property in accordance with the proposal. The draft MOU also includes a list of appropriate uses that would be permitted on the Property. Additionally, restrictive covenants have been drafted (Attachment 6) and would be recorded to ensure that the uses on the property are limited and any future owner would follow the same rehabilitation standards for any proposed changes to the Property. The draft MOU and the proposed restrictive covenants are referenced in the Deed of Conveyance (Deed) (Attachment 4). The Deed also references an inventory of relevant features, conditions, and improvements (the baseline documentation), which provides an accurate representation of the Property at the time of the conveyance, and is intended to serve as an objective, informative baseline for monitoring compliance with the Deed. The baseline documentation would be completed by the County and attached to the Deed prior to 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 in the future. Rock-River Builders, LLC, proposes to construct a small parking lot to serve the engineering office until such time the County desires to construct a public parking lot on site. The easement, as referenced in the Deed, is depicted on a plat of the survey to be recorded with the Deed. 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. On March 15, 2016, the Board held a public hearing on the reclassification application. Staff also notes that because the Property is within the Falmouth Historic District, certain modifications to the Counting House structure and curtilage, requires approval by the County’s Architectural Review Board, in accordance with Stafford County Code Sec. 28-58.

Attachment 1 R16-139 Page 2

Based on the Planning Commission’s recommendations, staff suggests 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/or a wholesale business. At the Board’s March 15, 2016 public hearing for the reclassification application, several citizens spoke and also indicated that adult day care center; barber/beauty shop; child care center; pet store; and/or a wholesale business should not be permitted on the property. The Board may wish to consider listing these uses in the MOU and restrictive covenants as uses not permitted. The Board deferred action on the rezoning to this meeting for consideration of restricting potential uses on the Property, in the MOU, for conveyance of the Property. Pursuant to Virginia Code § 15.2-1800, a public hearing is required to consider conveying County-owned property. At its meeting on April 5, 2016, the Board authorized the County Administrator to advertise a public hearing to consider the conveyance of the Property. Proposed Resolution R16-139 authorizes the County Administrator to convey Tax Map Parcel No. 53D-1-36 to Rock-River Builders, LLC.

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R16-139 Page 1 of 2

R16-139

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 7th day of June, 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 CONVEYANCE OF COUNTY-OWNED PROPERTY, TAX MAP PARCEL NO. 53D-1-36, TO RIVER-ROCK BUILDERS, LLC, LOCATED WITHIN THE GEORGE WASHINGTON ELECTION DISTRICT

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 convey the Property to Rock-River Builders, LLC, for rehabilitation of the historic Counting House structure on the Property; and WHEREAS, the Board desires to retain an easement on the Property for potential construction of a future public parking lot; and WHEREAS, the Board desires to restrict the allowed uses on the Property to those specifically incorporated in a Memorandum of Understanding and Deed of Restrict Covenants to be executed by the County; and

R16-139 Page 2 of 2

WHEREAS, pursuant to Virginia Code § 15.2-1800, the Board may consider the conveyance of County-owned property after a public hearing is held; and WHEREAS, the Board carefully considered the recommendations of the Planning Commission and staff, and the public testimony, if any, received at the public hearing; NOW, THEREFORE, BE IT RESOLVED by the Stafford County Board of Supervisors on this the 7th day of June, 2016, that the County Administrator be and he hereby is authorized to execute a deed conveying Tax Map Parcel No. 53D-1-36 (Property) to Rock-River Builders, LLC; and BE IT STILL FURTHER RESOLVED that the County Administrator, or his designee, be and he hereby is authorized to execute all documents necessary to effect the conveyance of the Property including, but not limited to, the execution of a Memorandum of Understanding and Deed of Restrictive Covenants. AJR:JAH:kb

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Attachment 3 Page 1 of 1

Attachment 4

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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____, by and between the BOARD OF SUPERVISORS OF STAFFORD COUNTY, VIRGINIA, the governing body of the County of Stafford, Virginia, a political subdivision of the Commonwealth of 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, Tax Map Parcel No. 53D-1-36 (the “Property”), which includes all that parcel of real estate in the town of Falmouth, Stafford County, Virginia, 0.4109 acres, more or less, as shown on the plat of Sullivan, Donahoe and Ingalls, C.L.S., dated May 18, 1979, and recorded in Deed Book 360 at Page 3 in the land records of the Clerk’s Office of the Circuit Court of Stafford County, Virginia (”Land Records”); it being that same property conveyed to the Grantor by Tito del Arroyo, by deed dated June 29, 2006, and recorded among the Land Records at Instrument Nunber LR060021852; 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 Grantor at Instrument Number LR __________ (“Declaration of Restrictions”), with certain easement rights being retained by Grantor, as described below;

WHEREAS, the Property 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 the ____ day of _____________, 2016 (“MOU”), and the terms of this Deed; and

WHEREAS, in the future, Grantor intends to construct a parking lot within the portion of

the Property where easement rights are being retained by Grantor;

Attachment 4

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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, with Special Warranty of Title, the Property in fee simple, as shown on the plat prepared by ___________________________, dated the ____ day of _____________, 2016, attached hereto as Exhibit A (“Plat”) and to be recorded herewith.

A. Easement Retained by Grantor

Grantor hereby retains an easement on a portion of the Property as shown and identified

on the Plat as ________________ (“Parking Lot Portion”), for use as a future public parking lot. Grantee shall have 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 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. Grantee 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. Grantor shall unilaterally be able to record a Deed of Confirmation acknowledging the reversion with applicable portions of the MOU attached as an exhibit.

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 shall survive foreclosure, bankruptcy, condemnation, or judgments affecting the Property.

D. Compliance Inspections and Enforcement

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 and the Declaration of Restrictions. The terms of this Deed may be enforced by any proceeding at law or in equity. Failure by 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

Attachment 4

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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.

Grantor may require by written demand to Grantee that the Property be restored promptly

to the condition required by this Deed. Furthermore, 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. 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 fires, floods, storms, Acts of God, governmental acts, or any other causes 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, 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 B. 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 conveyance 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, 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 shall 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 herein 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.

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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 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 conveyance and 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. 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.

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Attachment 4

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WITNESS the following signatures and seals on the date in the preamble: The Board of Supervisors of Stafford County, Virginia (“Board”), as approved by

Resolution R16-139, attached hereto and to be recorded herewith as Exhibit C, and as evidenced by the signature below, who is authorized to execute this Deed 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: BOARD OF SUPERVISORS OF STAFFORD COUNTY, 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 ________________, 2016 by Anthony J. Romanello, in his capacity as County Administrator for Stafford County, Virginia, on behalf of Grantor. My commission expires:_____________________ My registration number is:____________________ ____________________________________ Notary Public Printed Name: APPROVED AS TO FORM: ___________________________________ 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 ________________, 2016, by _________________ in his capacity as _______________ for Rock-River Builders, LLC, Grantee. My commission expires: _____________________ My registration number is:____________________ _______________________________________ Notary Public Printed Name:

Attachment 4

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Exhibit A

PLAT

Attachment 4

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Exhibit B

BASELINE DOCUMENTATION

Attachment 4

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Exhibit C

STAFFORD COUNTY, VIRGINIA RESOLUTION R16-139

Attachment 6

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 BOARD OF SUPERVISORS OF STAFFORD COUNTY, VIRGINIA, the governing body of Stafford County, Virginia, a political subdivision of the Commonwealth of Virginia (“Board”) (to be indexed as Grantor/Grantee), Owner. WHEREAS, Stafford County, Virginia (“County”) is the record owner of Tax Map Parcel No. 53D-1-36 (“Property”), which is that parcel of real estate in the town of Falmouth, Stafford County, Virginia, 0.4109 acres, more or less, as shown on plat of Sullivan, Donahoe and Ingalls, C.L.S., dated May 18, 1979, and recorded in Deed Book 360 at Page 3 in the land records of the Clerk’s Office of the Circuit Court of Stafford County, Virginia (“Land Records”); it being the same property Tito Del Arroyo conveyed to the County by deed dated June 29, 2006, which is recorded among the Land Records at Instrument No. LR060021852; and 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; and 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; and WHEREAS, the County is unable to preserve the Counting House due to a lack of funding; and

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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; and

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 use of 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;

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;

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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 document shall 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

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Declaration of Restrictions. The terms of this Declaration of Restrictions 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 Restrictions 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 shall 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.

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This Declaration of Restrictions is made this day by the Board of Supervisors of Stafford County, Virginia (“Board”), as approved by Resolution R16-139, attached hereto and to be recorded herewith as Exhibit A, and as evidenced by the signature below, who is authorized to execute this Declaration of Restrictions 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: The foregoing Declaration of Restrictions was signed, sworn to, and acknowledged before me this ____ day of ___________, 2016, by Anthony J. Romanello, in his capacity as County Administrator for Stafford County, Virginia. ____________________________ Notary Public

My registration number is_____________________. My commission expires _____________________.

APPROVED AS TO FORM Virginia Code § 15.2-1803 ___________________________________ Stafford County Attorney’s Office

By:

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Exhibit A

Stafford County, Virginia Resolution R16-139