SOUTHAMPTON COUNTY BOARD OF SUPERVISORS Regular Session i August 25, 2020

MOTION REQUIRED: If the Board is so inclined, a motion is required authorizing removal of Tax Map 92-54 from the Option Agreement effective on the date of the one-year renewal.

10. CONSIDERATION OF RENEWAL OF REAL ESTATE PURCHASE OPTION AGREEMENT

As you may be aware, in November 2017, the county entered into a real estate purchase option agreement for 242.779 acres of property contiguous to our industrial park on Rose Valley Road. The property is currently owned by Patricia and Paul Milteer, and their son, Thomas. The agreement provided that, for a fee of $5,000, the County would have a non-exclusive option to purchase the subject property anytime through November 2020. The agreement has an automatic renewal provision for one (1) additional year, through November 2021, for an additional $3,000, unless either party provides the other with a 90-day advance notice of termination. Accordingly, I’m seeking your guidance and direction on the automatic renewal provision. If the county elects to allow the agreement to renew, Mrs. Milteer is seeking your consideration in removing Tax Map 92-54 from the Option. This parcel includes 31.65 acres and is situated due south of the Enviva parcel. The concept plan developed by Draper Aden Associates last year made no plans to develop that parcel and showed it on the Master Plan as potential conserved open space. In addition, the approved proffers associated with the M-2 zoning specifically prohibited development of buildings or parking lots on that parcel. As a reminder, if the option is exercised, the purchase price will be determined based upon an appraisal performed by a licensed appraiser selected by the County. The owners reserve the right to require a second appraisal performed by an appraiser of their choosing. If there is still disagreement at that point on the fair market value, the two appraisers will select a third appraiser whose appraisal shall be binding upon the parties. The cost of all appraisals is to be borne by the County. As the option is non-exclusive, it further provides that the County will maintain a 30-day right of first refusal if the owners should receive a bona fide written purchase offer from other interested parties. Should the County elect to exercise the option for only a portion of the property, it further provides that we will agree to acquire the balance of remaining property within 18 months, and the owner has agreed to finance the purchase over 5 years at the prime rate published by the Wall Street Journal. The intent of the option agreement is to allow FSEDI to effectively market this property for industrial purposes by providing us with site control, and further allowing us to proceed with necessary due diligence required by most industrial prospects.

1

Mike Johnson

From: Patricia Milteer <patricia.milteer@gmail.com>Sent: Friday, August 14, 2020 11:44 AMTo: Mike JohnsonSubject: Our Telephone Conversation

Mike: Thank you for talking with me on Tuesday, August 11, 2020. When you address the Board of Supervisors at the next meeting, please let them know we recognize Article 1 of the Option Agreement does not allow for the removal of individual parcels. Because the parcel in question is the least desirable of the three, we would like to know if the County will agree not to extend Tax Map Parcel No. 92-54 for an additional year. If the County agrees, 92-54 will no longer be a part of the Agreement effective December 1, 2020. When you and I talked, I asked if the County would be willing to release the parcel prior to November 30th. After further thought, it is not necessary to ask that question. What is important to us is for the County to make a “yes” or “no” decision at the meeting. I will let you determine if this discussion takes place in the closed or open session. Feel free to reach me at 757.651.9233 if you have any questions or comments. Otherwise I will contact you on Wednesday, August 26th. Regards, Tricia

THIS OPTION AGREEMENT, made thi s 29th day of November, 20 17, by and between PATRICIA BEALE MIL TEER and PAUL THOMAS MIL TEER wife and , husband, and THOMAS HART MIL TEER, Grantors, hereinafter referred to as "Owners," and the COUNTY OF SOUTHAMPTON, acting by and through its County Administrator, Grantee, hereinafter referred to as "County."

WHEREAS, OWNERS are the owners in fee simple of the following real property, located in the Franklin Magisterial District, Southampton County, Virginia, to wit:

SEE SCHEDULE "A" ATTACHED

WHEREAS, County desires to enter into an option agreement to purchase property to develop prospective industrial building sites;

WHEREAS, the parties have engaged in discussions concerning the terms and conditions for the granting of such an option and wish to reduce their agreement to writing.

WITNESSETH:

That for and in consideration of the sum of Five Thousand Dollars ($5,000.00), cash in hand paid by County to Owner and the mutual covenants and agreements herein contained, Owner does hereby grant unto County a non-exclusive option to purchase 242.779 acres, shown on the attached plat, and identi fied on the current County tax records as follows:

Tax Map Parcel No. 92-17 Tax Map Parcel No. 92-55 Tax Map Parcel No. 92-54

171.129 acres 40 acres 31 .65 acres

I. Said option Illay be exercised by County any time during the three (3) year period begilming with the date of the execution of this agreement and ending on November 30, 2020. At the expiration of the initial term, the option agreement will automatically renew for one additional year in consideration of the payment of an additional option extension fee in the amount of $3,000.00 unless either party gives notice to terminate the option within ninety (90) days frolll the date of the expiration of the initial term.

2. The option fees paid by County to Owners shall be non-refundable.

3. County shall maintain a right of first refusal throughout the term of the option, with the exclusive right to purchase the property on the terms and conditions of sale contained in a bona fide written offer by a third party, provided it is an offer that the owners are otherwise willing to accept. Upon written notice from the Owners, County shall have thirty (30) days to exercise its right of first refusal.

4. This option may be exercised only by the delivery of a written statement executed on the behalf of County to Owners. Upon exercise of the option, County shall deposit the sum of

$50,000.00 with Seller's attorney to be held in escrow and applied to the purchase price at settlement. This additional earnest money shall be non-refundable except in the event that Seller fail s to perform.

5. County may choose to exercise its option to purchase all of the real property or in the alternative, it my elect to exercise its option to purchase all of the real property on one side or the other of Rose Valley Road. In the event that County chooses to exercise its option as to only property located on one side or the other of Rose Valley Road, then County specifically agrees that it will purchase the remaining property which is the subject of this option within eighteen (18) months of settlement on the property initially purchased pursuant to this option. All other terms of this Option agreement shall be applicable to this deferred purchase. Owners agree that County may elect to pay cash for the property subject to the deferred purchase or Owners specifically agree that they will finance the purchase price for a period of five years. County shall make quarterly payments based on a twenty-year amortization with interest at the prime rate as published in the Wall Street Journal , as it may change from time to time with the rate to change annually on the anniversary date of the note. The entire unpaid balance, including all unpaid principal and accrued interest shall be due and payable in one final BALLOON payment on the fifth (5th) anniversary date of the note.

6. If this option is exercised by County in accordance with its terms, Owners shall se ll and convey sa id real estate to County, and County shall purchase and accept said real estate from Owners, pursuant to the terms and conditions contained in this option.

7. Purchase price for this real estate is as follows:

A. At the time of the closing, the purchase price shall be paid in cash or, at the option of the Owners, in the form of one or more promissory notes, the terms and provisions of which shall be subject to negotiation and mutual agreement of the parties.

B. The purchase price shall be the fair market value of the property on a per acre basis. Fair market value of the property shall be determined by an appraisal performed by a licensed Virginia appraiser chosen by the county in accordance with Uniform Standards of Professional Appraisal. Upon receipt of the initial appraisal report, the Owners reserve the ri ght to require the performance of a second appraisal by a licensed Virginia appraiser of their choosing. Ifafter receipt ofa second appraisal, the parties cannot agree on the fair market value per acre, then the two appraisers who prepared these appraisal reports shall select a mutually agreeable appraiser licensed in Virginia to prepare a third appraisal and the value per acre as determined by this third appraisal shall be binding upon the parties. The cost of the appraisals will be paid by the County.

8. Should County elect to exercise this option, at closing, Owners shall deliver to County a good and sufficient general warranty deed for said real estate, in fee simple and with marketable title. All taxes are to be pro rated as of the date of closing and the closing is to be held within thirty (30) days from the date that said option is exercised pursuant to paragraph 4, it being specifically agreed between the parties hereto that time is of the essence in thi s transaction.

2

9. The parties contemplate that County shall, through its agents, employees, and/or independent contractors, make certain engineering, soil, wetlands, environmental and other tests and/or studies to determine the desirability of the subject tract. Owners agree that County shall have reasonable access to the property for such purposes. In conducting such tests and studies, County agrees as follows:

To notify the tenant in possession of said property prior to any entry upon the subject property in connection with the above described tests and/or studies;

To add Owners as an additional insured on County's Comprehensive General Liability Policy; and

To maintain adequate insurance coverage to render County financially responsible in the event of any accident, bodily injury, death or property damage regarding and/or arising from the above described tests and/or studies; and to provide coverage, if necessary, as to any damage to the subject property arising out of the negligence and/or wrongful acts of County, its agents, employees, and/or independent contractors in connection with the subject tests and/or studies; and

The costs incurred in the performance of all such tests and/or studies shall be the sole responsibility of County.

10. Both Owners and County acknowledge that the subject property may be leased for agricultural purposes throughout the term of the option. Should County elect to exercise its option on any leased agricultural land, County may gain and possess the leased agricultural property or the needed portion thereof by giving the Tenant in possession sixty (60) days advance notice in writing of its need for the property and by paying Tenant the fair value of any crop lost due to a need to gain possession of said property prior to harvest. Owners and County agree that the "fair value" of any crop lost due to the possession of some or all of the property prior to harvest shall be detemlined by the average yield per acre for the crop planted on the affected property in Southampton County for the year of the possession times the average price paid in Southampton County for the unit measurement of the crop.

Owners will not permit any Tenant to plant any new crops on such property after receipt of such notice that the land will be taken out of rotation. Rent will be reduced pro rata for any land taken out of rotation for the remainder of the lease by Owners.

II. The parties agree that, following the execution of this agreement, but prior to exercise of any option, County may initiate a rezoning of the entire parcel as described in Schedule "A," which is attached hereto, to an Industrial District, General, M-2, and Owners shall not oppose such zoning change. The cost of any such rezoning shall be paid solely by the County. If Owners should receive a bona fide contract for the purchase of all or part of the property subject to this option and if County elects not to exercise its right of first refusal, then County, upon written request by Owners, shall initiate an application to change the zoning

3

classification for the property back to its original agricultural classification at County ' s sole expense.

12. If as a result of any change in zoning classification, the assessed value of the property should increase, then County will hold owner harmless and shall indemnify Owners against any increase in taxes over and above- the amount of taxes due and owing by Owners on the property as would be due and payable by them under the land use taxation program then in effect in Southampton County. Further, upon the sale and conveyance of the property pursuant to this option, County shall be responsible for the payment of any roll back taxes that may be due and owing.

13. If title to the real estate, which is the subject of this option, is not good as shown by the opinion of the title examiner for County, Owners shall have thirty (30) days after receiving written notice of the specific defect or defects by said title examiner in which to cure the defect or defects and said notification must be received by Owners within two (2) weeks from the date said option is exercised pursuant to paragraph 4. Owners agree to use reasonable diligence to cure any defect or defects and if the defect or defects are cured within said thirty-day period, the transfer will be consummated as above provided. If the title defect cannot be cured within said thirty day period, County may, at its election, either renegotiate its contract with Owners or cancel its contract to purchase said real estate with Owners. In the event that County elects to cancel said contract as herein provided, all money paid to Owners by County shall be refunded to County.

14. At settlement, Owners shall pay the cost of preparing the deed and the Owners' attorney ' s fees . All other closing costs shall be paid by County.

15 . Owners reserve the right to harvest the timber located upon the property during the term of this option with prior notice to County. The parties acknowledge that the purchase price of the property as determined by the provisions of paragraph 7B of this agreement may be affected by the harvesting of the timber.

16. County agrees that if it should exercise this option agreement and develop the property then it will erect a street sign or other suitable marker recognizing in a meaningful way that the subject property was once the property of Walter Beale, III and family.

17 This option agreement shall not be assigned.

18. Notices shall be given to the parties at the following addresses:

Owners: Patricia Beale Milteer Paul Thomas Milteer Thomas Hart Milteer 33175 Monroe Road Newsoms, V A 23874

4

Email : patri cia.mil teer@gmail.com and thomas. m i Iteer@gmail .com

With copy to:

William H. Riddick, III Barlow & Ridd ick P.O. Box 190 Smithfield, VA 23431 Email: wriddick@brlawva.com

County:

Michael Johnson County Administrator 26022 Admin istration Center Drive Courtland, V A 23837 Email : mjohnson@southamptoncounty.org

With copy to:

Richard E. Railey, Jr. County Attorney P.O. Box 40 Courtland, VA 23837 Email: anne@raileyandrailey.com

19. This is option agreement shall be executed in duplicate origina l.

SIGNATURE PAGES TO FOLLOW:

5

Witness the following signatures and seals:

, n~, · fl.. n ~ ~ --::t.L-"'~::'-"''''''''''''::-~~::::o'=-=-_______ (seal)

Patricia Beale Milteer

_d--=--=M~J::--~--'-:--:c-;--~+------=-r __ (seal) Paul Thomas Milteer

Commonwealth of Virginia

County/City of ~o\-rlhomp±!n , to~wit:

The foregoing instrument was acknowledged before me this W day of J):ceOl be r , 20 17 by PatTicia Beale Milteer and Paul Thomas Milteer.

My commission expires __ 'B-=-----'~~{_-_~---'---Ck2__="----I _______ _

d1o~G1tm~ Notary Public

6

--U-L-;~::::--:-;--H---!-cc:----L-A---t.L~--=-----=- "=-- (seal) Thomas Hart Milteer

State of , \ ((110....

County/City of _ -'-'-fi.--'<::lo::t1C!..:.:K"-f_"_ .... --'---_ __ " to-wit:

1\'" The foregoing instrument was acknowledged before me this ~ day of

Dec . , 20 17 by Thomas Hart Milteer.

My commission expi res _--'J'-----a..=-~-'---. ---=~-I -'--..::J ___ O_(_Cf'-----=--.-_ __ _

KEVIN OWENS ~ e2~ NOTARY PUBLIC N t P bl'

COMMONWEALTH OF VIRGINIA 0 ary U I C MYCQMMISSION EXPIRES JAN. 31 , 2019

COMMISSION # 7658866

7

Commonwealth of Virginia

Ci ty/County of 51) \J ~ h(ltX\(l1-') n

SOUTHAMPTON COUNTY

BY JAi) V L (seal) Michael W. Johnson County Administrator

, to-wit :

The foregoing instrument was acknowledged before me thi s JC\~"day of th. e,nluf" , 20.U by Michael W. Johnson, County Administrator, on behalf of

Southampton County.

My commission expires __ ..:::S",-,u==-'.:oLv":)~~3,,,-,-1 ~--,2-,,=,O~\ 'C"'. _____ _

Lynette C. Lowe NOTARY PUBLIC

Commonwealth of Virginia Reg .. '7362736

My Commission Expires 1 . ~I . ;}.C Ie,

8

~Q~-L.-Notary PublIc

SCHEDULE "A"

PROPERTY OF PAUL T HOMAS MIL T EER AND PATRI CIA BEALE MIL TEER

All those certain tracts, pieces or parcels ofland s ituate, lying and being in Franklin Magisterial Distri ct, Southampton County, Virginia shown and identified as "T. P 92-1 7" containing in the aggregate 171.129 acres, which said parcel is composed of two separate tracts, the first being a tract lying on the south side of Rose Valley Road containing 8 1.739 acres by survey and the second tract lying on the north side of Rose Valley Road containing 89.390 acres, and that certain tTact or parcel shown and identified as "T.P. 92-55" containing 40.00 acres by survey, all as shown on that certain plat of survey entitl ed "PLAT SHOWING PROPERTY OF WALTER M. BEALE ET ALS LOCATED ON ROSE VALLEY ROAD, FRANKLIN MAGISTERIAL DISTRICT, SOUTHAMPTON COUNTY, VIRGIN IA SCALE: I" = 300', JUNE 29, 20 17", made by J. D. Vann, Land Surveyor, a copy of which plat of survey is recorded in Plat Book 36, page 18 in the Clerk ' s Office of the Circu it Court of Southampton County, Virginia reference with which plat is here made for a complete metes and bounds description.

PROPERTY OF THOMAS HART MIL TEER:

FIRST: "All that certain tract or parcel ofland ly ing, situate and being in Franklin Magisterial District, Southampton County, Virginia, containing 3 1.65 acres, more or less, and being more particularly described as fo llows: "Commencing at a culvert where a large ditch crosses State Road 684, thence running with the center of said ditch N 20° W 15.93 chains to a point; thence leav ing said ditch and running N 87° 10' W 3.62 chains to a point; thence N 83° 30' W 7.42 chains to a point; thence N 57° 30' W 3.09 chains to a point; thence N 48° 00' W 2.02 chains to a point; thence N 53 ° 45 ' W 0.20 chains to the point of beginning, which point is located in the line of thi s tract and the Walter L. Beale Tract, said point also being a corner for thi s tract and lands of Hudson R. Lankford, Sr., and Aubrey Lankford; continuing in a southerly direction from the point of beginning the fo llowing courses and distances: S 76° 45' W 7.20 chains to a pine; thence S 82° 15' W 2.22 chains to a point; thence S 81 ° 00 ' W 4.20 chains to a point; thence S 8 1 ° 45' W 1.45 chains to a point ; thence S 81 ° 45 ' W 4.09 chains to a point; thence N 85° 45 ' W 5.47 chains to a holly, thence S 74° 00' W 6.72 chains to a gum corner; thence N 15° 55 ' W 1.88 chains to a gum corner; thence N 52° 50' E 3.43 chains to a sideline gum; thence N 69° 50' E 3.46 chains to a pine corner; thence N 15° 00' W 4.22 chains to a F & A gum ; thence N 17° 05' W 3.60 chains to a F & A pine; thence N 13° 20' W 2.99 chains to a water oak corner; thence N 74° 30' E 5.74 chains to a F & A cypress; thence N 74° 35' E 1.6 1 chains to a F & A gum; thence S 64° 00 ' E 3.4 1 chains to a F & A gum; thence 72° 00' E 3.32 chains to a gum corner; thence N 76° 40' E 2.63 chains to a point; thence N 76° 55 ' E 4.7 1 chains to a holly corner; thence S 18° 00 ' E 5.26 chains to a F & A gum; thence S 14° 20' E 1.89 chains to a F & A gum; thence S 14° 50' E 0.91 chains to a F & A cypress; thence S 39° 30' E 2.11 chains to a F & A gum; thence S 52° 25 ' E 2.29 chains to a F & A gum; thence S 53° 45 ' E 2.05 chains to the point of beginning.

9

It being the intent of the grantor herein to convey unto the grantee all the remainder of the grantor' s W. M. Cobb tract located on the north side of State Route 684. LESS AND EXCEPT: Quitclaim Deed dated November 2, 1990, to Hudson R. Lankford, Sr. and Aubrey Lankford covering a perpetual easement of right of way, recorded in the Clerk' s Office of the Circuit Court of Southampton County, Virginia, in Deed Book 344, at page 54. SECOND. An easement 30ft. in width leading from Rt. 688, now Rose Valley Road, along the western portion of my property which bounds the Jones Turner Estate Tract to the tract of land of 31.65 acres hereinabove given to Thomas Hart Milteer, which easement shall be for access from and to hi s property and is shown on a sketch attached hereto.

10

31.65 AC.

40.00 AC.

81.739 AC.

89.39 AC.

ENVIVA

SOUTHAMPTON COUNTY

R

O

S

E

V

A

L

L

E

Y

R

O

A

D

/ R

T

. 6

8

8

D

O

G

W

O

O

D

B

E

N

D

R

O

A

D

G

E

N

E

R

A

L

T

H

O

M

A

S

H

W

Y

/

R

T

.

6

7

1

E

X

I

S

T

I

N

G

R

A

I

L

W

A

Y

R

O

S

E

V

A

L

L

E

Y

R

O

A

D

/

R

T

.

6

8

8

ENVIVA PELLETS

FACILITY

E

X

I

S

T

I

N

G

R

A

I

L

W

A

Y

LOT

Area 9.6 ACRES

LOT 7

Area 10.6 ACRES

LOT 5

Area 11.1 ACRES

LOT 6

Area 6.4 ACRES

LOT 8

Area 3.2 ACRES

LOT 4

Area 16.7 ACRES

LOT 9

Area 2.3 ACRES

LOT 1

Area 7.4 ACRES

LOT 15

Area 12.3 ACRES

LOT 16

Area 13.9 ACRES

LOT 19

Area 8.6 ACRES

LOT 17

Area 7.7 ACRES

LOT 18

Area 5.8 ACRES

LOT 20

Area 3.6 ACRES

LOT 11

Area 7.5 ACRES

LOT 10

Area 7.9 ACRES

LOT 12

Area 8.8 ACRES

LOT 21

Area 7.2 ACRES

LOT 2

Area 9.2 ACRES

LOT 13

Area 13.9 ACRES

LOT 14

Area 17.0 ACRES

DESIGNED BY:

DRAWN BY:

CHECKED BY:

SCALE:

DATE:

PROJECT NUMBER:

REVISIONS

OF

P:\2

017\

1707

\050

0\17

0705

52\1

7070

552-

0103

03\C

AD

\170

7055

2-01

0303

-DS

N\1

7070

552-

0103

03_S

P-C

ON

CE

PT

S.d

wg

Aug

ust 1

5, 2

018

11:3

3:53

AM

17070552-010303

29 JUNE 2018

BE

ALE

FA

RM

SO

UT

HA

MP

TO

N IN

DU

ST

RIA

L P

AR

K

1" = 300'

JHB

TSE

TKD

1

Dra

per A

den

Ass

ocia

tes

Engi

neer

ing

S

urve

ying

Envi

ronm

enta

l Ser

vice

s

70

3 T

him

ble

S

ho

als

B

ou

le

va

rd

, S

uite

C

2

Ne

wp

ort N

ew

s, V

A 2

36

06

75

7-5

99

-9

80

0 F

ax

: 7

57

-5

99

-3

68

4

ww

w.d

aa

.c

om

Virg

in

ia

B

ea

ch

, V

A

Ra

le

ig

h, N

C

Fa

ye

tte

ville

, N

C

Ch

arlo

tte

sv

ille

, V

A

Bla

ck

sb

urg

, V

A

Ric

hm

on

d, V

A

No

rth

ern

V

irg

in

ia

1 inch = ft.

( IN FEET )

0300 300 600

300

150

GRAPHIC SCALE

NAD83

C-11