ARLINGTON COUNTY, VIRGINIA. County Board Agenda Item Meeting of January 28, 2017

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1 ARLINGTON COUNTY, VIRGINIA County Board Agenda Item Meeting of January 28, 2017 DATE: January 25, 2017 SUBJECT: Agreement of Sale for 2215 N. Culpeper Street, RPC # C. M. RECOMMENDATION: 1. Approve the attached Agreement of Sale, along with the Post-Settlement Occupancy Agreement between Robert Allen Beland and Amanda MacKaye, husband and wife, ( Sellers ) and the County Board of Arlington County, Virginia ( Purchaser ) for the purchase of the real property and improvements known as 2215 N. Culpeper Street, Arlington, Virginia (RPC # ) ( Property ). 2. Authorize the Real Estate Bureau Chief, Department of Environmental Services, or his designee, to execute the Agreement of Sale, the Post-Settlement Occupancy Agreement and all related documents necessary for the acquisition of the Property, subject to approval as to form of all documents by the County Attorney. ISSUES: There are no issues associated with the Agreement of Sale. In order to use the Property for the intended purpose, a General Land Use Plan amendment and rezoning of the Property will be required. SUMMARY: The attached Agreement of Sale for the Property is an offer from the Sellers to sell, to the County Board, in fee simple, the real property and improvements known as 2215 N. Culpeper Street for a purchase price of $800,000.00, along with the right of the Sellers to remain in possession of the Property for a period of time up to June 1, The Property is the middle property of the three properties located behind the current Fire Station #8 (see attached Vicinity Maps). The County Board already has approved Agreements of Sale for the other two of the three properties. BACKGROUND: At its meeting on July 19, 2016, as part of the adoption of the Fiscal Year Capital Improvement Plan (CIP), the County Board voted to build a new Fire Station #8 at its current location. Both to comply with planning principles and create a civic presence on County Manager: ### ## County Attorney: ***** Staff: Linda Eichelbaum Collier, Real Estate Bureau, DES, June Locker, Facilities Design and Construction, DES 28.

2 Lee Highway, County staff recommends that the new fires station be constructed with frontage on Lee Highway. Such rebuilding will necessitate securing a location for a temporary fire station during the course of construction. In exploring available options for the location of a temporary fire station, staff examined whether purchase of the three properties located on N. Culpeper Street, and surrounded by the current Fire Station #8 property, would allow for construction and operation of the temporary fire station on the property occupied by the three houses, keeping it within the same general area as the existing Fire Station #8. The Board approved Agreements of Sale for two of the three properties at its December 13, 2016 meeting (the properties surrounding the Property). The Property currently is zoned R-6. DISCUSSION: The County Board has executed Agreements of Sale for two other properties located on N. Culpeper Street, which book-end the Property, and are adjacent to the current Fire Station #8. The Property, which is not currently under contract with the County, is the last of the three properties identified for the location of a temporary fire station during the reconstruction of Fire Station #8 and for future fire station purposed, including the permanent relocation of the fuel island. County Board purchase of the Property permits the temporary bay for the fire apparatus to be located closer to the temporary fire station and further away from the new construction. This closer location and distance from the new construction would decrease the Fire Department response times, and decrease the construction cost of the temporary bay, as well as the construction cost of the covered paths between the location of the temporary housing and the bays. The additional space provided by purchase of the Property also provides more flexibility in construction of the new fire station, thus decreasing construction difficulties, decreasing construction time, decreasing potential schedule delays and change orders, and decreasing potential safety risks. Finally, purchase of the Property provides more flexibility in design of the new station, as well as the relocation of the fuel island. To use the Property for the intended fire station uses, the Property would have to be rezoned from R-6 to S-3A or P-S. The General Land Use Plan also would need to be amended from Low Residential to Government and Community Facilities. These actions will be brought forward for action by the County Board. The appraisal for the Property, along with the additional construction savings, justifies the acquisition cost. The purchase of the Property for $800,000.00, along with purchase of the two other Culpeper Street houses, saves the County relocation costs in securing a new location for and constructing housing for a temporary fire station. County staff recommends approval of the purchase price of $800, for the Property, as well as approval of the proposed Post- Settlement Occupancy Agreement, which permits the Owners to remain in the house on the Property, rent free, until June 1, 2018 (the County will not need to occupy the Property before that date). The Owners will be required to vacate prior to then if they purchase a new primary residence. FISCAL IMPACT: The acquisition cost of the Property, $800,000.00, along with associated closing costs ($5,000 to $10,000) and future expenses for the house removal and site restoration on the Property will be allocated from a combination of sources. Funds are available from - 2 -

3 previously authorized non-parks land acquisition bond funds and previously allocated non-parks land acquisition PAYG funds, including the $2.5 million allocated by the County Board for this purpose during close out of Fiscal Year 2016 ( FS8R and LA). In addition, there will be future additional costs for building the temporary fire station, and relocating the existing fueling station that also will be funded from these same sources. Because the design of the temporary fire station and the permanent fuel facility have not been completed, final cost estimates are not yet available; any additional funding, if needed, will be requested as part of the future budget or CIP process

4 AGREEMENT OF SALE This AGREEMENT OF SALE (the "Agreement") is made on 2017 by and between ROBERT ALLEN BELAND and AMANDA MACKAYE, husband and wife ("Sellers"), and THE COUNTY BOARD OF ARLINGTON COUNTY, VIRGINIA, a body corporate and politic ("County Board or "Purchaser"). Sellers and Purchaser are sometimes hereinafter jointly referred to as "Parties". In consideration of the mutual promises of the Parties herein contained and for other good and valuable consideration, the receipt of which is hereby acknowledged, and in further consideration of the mutual benefits to be received by the Parties, Sellers agree to sell, and Purchaser agrees to buy, pursuant to the terms and conditions of this Agreement, in fee simple absolute, all that land, together with the improvements thereon, situate, lying and being in Arlington County, Virginia, and being more particularly described in paragraph 1 below: 1. THE PROPERTY: All that certain real property, together with improvements and fixtures thereon, and appurtenances thereto, more particularly described as: All of Lots numbered Twenty-Nine (29), of the Subdivision known as Cottage Park, in accordance with the plat thereof recorded in Deed Book 111 at Page 246 of the land records of Arlington County, Virginia. ("Property") The Property also has an address of 2215 N. Culpeper Street, Arlington, Virginia and has been assigned a real property code of RPC # PURCHASE PRICE/ADDITIONAL CONSIDERATION: The total purchase price for the Property is Eight Hundred Thousand Dollars and no cents ($800,000.00), subject to adjustments as provided for in this Agreement, to be paid by Purchaser to Sellers as set forth hereinafter (the "Purchase Price"). As additional consideration for the sale of the Property by Sellers to Purchaser, Purchaser agrees to allow Sellers, at Sellers' option, to remain in possession of the Property until no later than June 1, 2018, as specified by the terms and conditions of the Post-Settlement Occupancy 7 1

5 Agreement attached hereto as Exhibit A ("Post-Settlement Occupancy Agreement"), pursuant to Paragraph 8 below. 3. SETTLEMENT: a. The settlement of the sale of the Property in accordance with this Agreement (the "Settlement" or "Settlement Date") shall take place on a date mutually agreed to by the Parties, provided that the Settlement Date shall be within forty-five (45) days after County Board approval and execution of the Agreement on behalf of the County Board, after the completion of the requirements of paragraph 9 (Hazardous Materials), unless extended to meet the conditions and requirements of paragraph 5 (Title), paragraph 10 (Survey), or as provided in paragraph 3b. b. The Real Estate Bureau Chief, Engineering and Capital Projects Division, Department of Environmental Services is authorized to extend the Settlement Date on behalf of the Purchaser pursuant to any provision of this Agreement, or upon written agreement of the Sellers and Purchaser. c. Settlement shall take place in the offices of Walker Title, LLC, Lee Jackson Memorial Highway, Suite 300, Fairfax, Virginia or such other place as the Purchaser may designate (the "Settlement Agent"). d. On or before Settlement, Purchaser shall deliver good and sufficient funds to the Settlement Agent for the Purchase Price and settlement costs. The settlement proceeds due to Sellers, after settlement costs, prorations and adjustments made pursuant to this Agreement, will be disbursed to Sellers by the Settlement Agent's trust check or wired funds upon the satisfactory completion of the bringdown of title and recording of the deed of conveyance. No less than twenty-one (21) days prior to Settlement, Sellers shall provide the Settlement Agent with written authorization and documentation sufficient to permit the Settlement Agent to obtain accurate payoff amounts from the holder of any promissory note secured by the Property and/or other lien or encumbrances affecting the Property. e. Sellers represent and warrant to Purchaser that Sellers are not a "foreign person" as defined by 1445 of the Internal Revenue Code, and is a resident of Virginia. At the time of Settlement, Sellers shall execute before a notary public, as may be required, all necessary forms and affidavits stating the foregoing under penalty of perjury. Sellers shall provide their true and correct address and United States Taxpayer Identification 2

6 Number for a proper 1099 Internal Revenue Service Form and such other forms, where such information is required, together with an "Owner's Affidavit" prepared and provided by the Purchaser's title insurance company. Sellers and Purchaser shall also execute such other settlement documents as are reasonably required by the Settlement Agent. f. Sellers warrant and represent that they have the full legal right and authority to execute this Agreement and to convey the Property to Purchaser and to execute any and all other documents necessary or desirable to effectuate Sellers' obligations pursuant to this Agreement of Sale. If additional signatures, authority or documentation is required by the title insurance company or the Settlement Agent, Sellers shall promptly and at their own cost supply the same. If the Sellers are a legal entity such as a corporation, partnership, limited liability company or is a fiduciary, such as a trustee, executor or administrator, then the Sellers warrant and represent that they have the authority to execute this Agreement on behalf of Sellers, and to bind Sellers to the terms of this Agreement. g. DISCLOSURES: a. Choice of Settlement Agent: Virginia's Consumer Real Estate Settlement Protection Act provides that the purchaser or borrower has the right to select a settlement agent to handle the closing of this transaction. The settlement agent's role in closing this transaction involves the coordination of numerous administrative and clerical functions relating to the collection of documents and the collection and disbursement of funds required to carry out the terms of the contract between the parties. If part of the purchase price is financed, the lender for the purchaser will instruct the settlement agent as to the signing and recording of loan documents and the disbursement of loan proceeds. No settlement agent can provide legal advice to any party to the transaction except a settlement agent who is engaged in the private practice of law in Virginia and who has been retained or engaged by a party to the transaction for the purpose of providing legal services to that party. 3

7 Variation by agreement: The provisions of the Consumer Real Estate Settlement Protection Act may not be varied by agreement, and rights conferred by this chapter may not be waived. The sellers may not require the use of a particular settlement agent as a condition of the sale of the property. h. ESCROW, CLOSING, AND SETTLEMENT SERVICE GUIDELINES: The Virginia State Bar issues guidelines to help settlement agents avoid and prevent the unauthorized practice of law in connection with furnishing escrow, settlement, or closing services. As a party to a real estate transaction, the purchaser or borrower is entitled to receive a copy of these guidelines from his settlement agent, upon request, in accordance with the provisions of the Consumer Real Estate Settlement Protection Act. 4. ENCUMBRANCES: Sellers shall not, either by commission or omission, cause or permit the Property to be encumbered in any way after Sellers' execution of this Agreement. 5. TITLE: Sellers agree to execute and deliver a good and sufficient General Warranty deed with English Covenants of Title to the Property to Purchaser at Settlement. a. Purchaser has obtained, from a title insurance company selected by Purchaser, Title Commitment No. A TD, issued by First American Title Insurance Company ("Title Insurer" or "Title Company"), with an effective date of December 3, 2016 at 8:00 a.m. ("Effective Date of Title Commitment"), committing Title Insurer to issue an ALTA title policy insuring the Property in accordance with the terms and conditions of such commitment ("Title Commitment"). A true and accurate copy of the Title Commitment is attached as Exhibit B to this Agreement. b. At Settlement, title to the Property shall be marketable, good of record and in fact, subject only to the Permitted Exceptions (as hereinafter defined) and 4

8 shall be free and clear of all mortgages, liens, encumbrances, easements, conditions and other matter affecting title, recorded or unrecorded, other than the Permitted Exceptions, and title shall be consistent with the Title Commitment and this Agreement. Purchaser shall accept title to the Property provided that: i. Seller executes and delivers such agreements, affidavits, and documents in addition to those otherwise required by the Agreement, as may be reasonably necessary to satisfy the requirements applicable to Seller in Schedule B, Section 1 of the Title Commitment and permit the removal by the Title Company of Exceptions 1 through 3 from Schedule B, Section 2 of the Title Commitment from the final title insurance policy; and ii. Title is subject only to the Permitted Exceptions (i.e., matters concerning the Property which Seller is not required to resolve, remove or remedy). The phrase "Permitted Exceptions" shall mean: (1) the lien of real estate taxes not yet due and payable; (2) all matters of record as of the Effective Date of the Title Commitment (excluding: the requirements set forth in Schedule B, Section 1 of the Title Commitment; mortgage, deeds of trust or other monetary liens encumbering the Property); (3) all matters that would be shown by an accurate survey of the Property as of the ALTA Survey Date (as defined in Section 10 of this Agreement); (4) all building, zoning, and other state, county or federal laws, codes and regulations (whether existing or proposed) affecting the Property; (5) any matters agreed to in writing, by Seller and Purchaser, after the Effective Date; and (6) any title exception created by Purchaser; and iii. Seller shall, at its sole expense, remove any title exceptions as the same first appear after the Effective Date of Title Commitment, as revised ("Title Exceptions"), unless such Title Exceptions are approved by Purchaser in writing at Purchaser's reasonable discretion. Seller acknowledges that it shall be reasonable for Purchaser to withhold its consent to any proposed Title Exception if Purchaser determines that such proposed Title Exception could impair Purchaser's ability to re-develop and/or utilize the Property for Purchaser's intended use or diminish the value of the Property, among other considerations. Purchaser shall not be obligated to settle under this Agreement if title to the Property is 5

9 encumbered by anything other than Permitted Exceptions or Title Exceptions agree to by Purchaser. 6. CHARGES: Examination of title, notary fees, state and local recording taxes (except the Virginia grantor tax) if any such taxes are applicable to this transaction, and Purchaser's attorney's fees are to be the cost of Purchaser. Sellers shall pay for their own attorney's fees and costs, the preparation of the deed, the Virginia grantor tax, the regional congestion relief fee, a reasonable settlement fee, the release of any liens or encumbrances against the Property, and the costs and attorney's fees to cure or remove any Title Exceptions or objectionable Marketability matters. Real estate taxes, water, sewer, utility and all other charges are to be pro-rated to the Settlement Date. 7. DAMAGE PRIOR TO POSSESSION: Risk of loss shall be on Sellers until the recordation of the deed. Sellers shall maintain fire and casualty insurance on the Property in a face amount of not less than the replacement value of improvements on the Property as determined by the Sellers' insurance company, until execution and delivery of deed of conveyance and possession of the Property to Purchaser at settlement. If, prior to delivery of possession, the Property, or any portion thereof, is damaged by fire or other casualty, Purchaser may, at Purchaser's sole option, terminate this Agreement. If Purchaser does not terminate this Agreement, Sellers shall, at Settlement, assign to Purchaser all claims against insurers or other third parties, and Sellers shall also cooperate with Purchaser in every respect in making and supporting a proof of loss and affecting the collection of insurance. This provision shall survive conveyance of the Property to Purchaser. 8. CONDITION OF PROPERTY/POSSESSION AT SETTLEMENT: Sellers agree to remove all personal property and trash located on or within the Property prior to Settlement or alternatively, if Sellers and Purchaser enter into the Post-Settlement Occupancy Agreement as provided herein, then prior to the date of expiration or earlier termination of the Post-Settlement Occupancy Agreement. Sellers agree that Purchaser has the right to possession of the Property at Settlement. However, Sellers may, at Sellers' option, remain in possession of the Property under the terms and conditions specified in the attached Post-Settlement Occupancy Agreement. If Seller elects to remain in possession of the Property, then the Seller and the Purchaser shall execute the Post-Settlement Occupancy Agreement at Settlement. 6

10 9. HAZARDOUS MATERIAL: Sellers represent that, to the best of Sellers' knowledge: (i) neither Sellers, nor their predecessors in title, have disposed of, released, or deposited hazardous or toxic wastes or substances, including asbestos, regulated by the most stringent applicable Federal, State or Local environmental, health, and safety laws, regulations, ordinances, or standards ("Hazardous Materials") on or within any part of the Property; and (ii) Sellers have no actual knowledge of any such disposal, release, or deposit of Hazardous Materials on or within any part of the Property. Sellers further warrant that Sellers have not disposed of, released, or deposited any Hazardous Materials originating on the Property, except as provided by law at a site or facility approved by Federal, State or local regulatory agencies for the disposal of such materials. These representations and warranties I this paragraph shall survive conveyance of the Property to Purchaser. a. Prior to Settlement, Purchaser may have the Property inspected by a contractor of Purchaser's choice for the presence of Hazardous Materials, including asbestos and lead based paint in amounts or forms in excess of the most stringent applicable Federal, State or local environmental, health and safety laws, regulations, ordinance, or standards. The aforesaid inspection, together with any report, opinion or investigation of the Property for Hazardous Materials shall be referred to as the "Inspection Report." b. If Purchaser chooses to have such an inspection of the Property made, the Purchaser will order such inspection with reasonable dispatch after this Agreement is fully executed. If, despite Purchaser's efforts, the inspection is not completed by the Settlement Date, the Settlement Date may be extended but such extension of the Settlement Date shall not be for more than thirty (30) days without the written consent of the Sellers and Purchaser. c. If the Inspection Report shows the presence of Hazardous Materials, Purchaser shall have the options, within 30 days after receipt of the Inspection Report, to withdraw from this Agreement in writing and declare it null and void. d. If Purchaser is satisfied, in its sole discretion, the Property is free of Hazardous Materials, or that the amount of such materials is not sufficient to prevent purchase of the Property, then Purchaser shall proceed with the 7

11 purchase of the Property and Settlement shall take place I accordance with the terms and conditions of this Agreement. Should there be Hazardous Materials on said Property and Purchaser proceeds to settlement, Purchaser shall pay all costs associated with remediation or removal. 10. SURVEY: Purchaser has obtained the ALTA Survey of the Property from the Arlington, Virginia Department of Environmental Services, Engineering Bureau - Survey Section entitled "ALTA/NSPS Land Title Survey Lots 27 thorugh 31 Cottage Park D.B. 111, PG. 246 Arlington County, Virginia," certified January 13, 2017 ("ALTA Survey Date"), a copy of which is attached hereto as Exhibit C and incorporated herein by this reference ("ALTA Survey"). The current condition of the Property, as depicted on the ALTA Survey, is acceptable to the Purchaser. Any survey matters occurring after the ALTAT Survey Date that would adversely affect Purchaser's title to or use of the Property (other than items constituting Permitted Exceptions) shall be removed or remedied promptly by Seller, at Seller's sole cost and expense, prior to Settlement. Purchaser shall not be obligated to settle under this Agreement if there are survey matters which would adversely affect Purchaser's title to or use of the Property (other than matters constituting Permitted Exceptions). Further Encumbrances: Except as otherwise provided by this Agreement, after the Effective Date of the Title Commitment and after the ALTA Survey Date, Seller shall not cause, or permit the Property to be encumbered by, any additional deed of trust, judgment, lien, indebtedness, claims, leases, or encumbrances without the prior written consent of Purchaser, which consent may be withheld by Purchaser in its sole discretion. All new matters of title or survey arising after the Effective Date of the Title Commitment of the ALTA Survey Date, as applicable, shall be deemed to be matters that are not Permitted Exceptions, unless such new matter is approved by Purchaser in writing, at Purchaser's sole discretion. 11. INSPECTION OF PREMISES: Sellers will permit the agents, designees and employees of Purchaser access to the Property, including the entire interior of all buildings or structures on the Property, at all reasonable times for the purpose of making the inspections necessary in connection with paragraph 9 (Hazardous or Toxic Materials), a building condition survey, and the survey pursuant to paragraph 10 (Survey), and for any other purpose contemplated by this Agreement. 8

12 12. NOTICES: All notices, demands, and requests which may be given, or are required to be given by either party to the other shall be in writing, and shall be either hand delivered, sent by Federal Express or sent by United States certified mail, return receipt requested, with proper first class postage prepaid, properly and fully addressed: If to Sellers: Robert Allen Beland Amanda MacKaye 2215 N. Culpeper Street Arlington, Virginia With a copy, which shall not constitute notice, to: John A. Borsari, Esq Wilson Boulevard, #700 Arlington, Virginia If to Purchaser: Real Estate Bureau Chief Department of Environmental Services Arlington County 2100 Clarendon Blvd, Suite 800 Arlington, Virginia Notice shall be deemed effective upon delivery. Any party may, by like notice given at least seven (7) days before such change becomes effective, designate a new address to which such notices shall be sent. 13. COMMISSIONS: Sellers and Purchaser represent and warrant to each other that neither has dealt with any real estate broker, agent or finder with respect to the transaction contemplated by this Agreement. Sellers represent that Sellers have not retained the services of any real estate broker, agent or finder with respect to the transaction contemplated by this Agreement. Sellers hereby agree that Sellers are solely responsible for, and indemnify, defend and hold Purchaser, its elected and appointed officials, officers and employees, harmless of, from and against any demand, suit, claim or liability, for any broker's, agent's or finder's fee asserted by any person or entity claiming to be engaged by or on behalf of Sellers. C. e,

13 14. DAMAGES: In the event Sellers fail or refuse to perform their obligations under this Agreement, including but not limited to their obligation to convey the Property, Purchaser shall be entitled to recover all of their costs and expenses incurred in connection with this Agreement, any breach of this Agreement, or the enforcement of this Agreement, including but not limited to their costs for the preparation of this Agreement, for all inspections, studies and surveys performed or contracted for in connection with this Agreement, and all of their attorney fees and court costs incurred.. In addition to the foregoing, Purchaser shall be entitled to all other damages it has suffered, in accordance with law. Without limiting or waiving the foregoing, Purchaser may also seek all remedies to which it is entitled in equity, including the right to an injunction or restraining order and the right to seek specific performance. 15. INTENTIONALLY OMITTED. 16. MECHANICS LIENS: At Settlement, Sellers shall execute a Sellers Affidavit which shall include, among other things, a statement that "at no time within 120 days of the date thereof has any work, services, or labor been done, or any fixtures, apparatus or material been furnished in connection with, or to, the said premises, except such material, fixtures, work, apparatus, labor or services as have been fully and completely paid for; that there is no indebtedness to anyone for any labor, fixtures, apparatus, material, services, or work done to, upon, or in connection with, the said premises; that there is no claim or indebtedness; that there is no mechanics' lien claim against said premises, whether of record or otherwise." 17. PURCHASER APPROVAL REQUIRED: The execution of this Agreement by the Sellers constitutes an irrevocable offer to sell the Property to the Purchaser. This offer shall become null and void if the County Board of Arlington County, Virginia does not approve the Agreement within sixty (60) days after the Agreement is executed by the Sellers and delivered to the Purchaser. 18. BINDING AGREEMENT: The parties to this Agreement mutually agree that it shall be binding upon them, and each of the respective heirs, executors, administrators, successors and assigns; that the provisions hereof shall survive for two years beyond the date of the execution and delivery of the deed aforesaid and shall not be merged therein except as specifically provided herein; that this Agreement contains the final and entire agreement between the parties hereto; and that they shall not be bound by 10

14 any terms conditions, statements, warranties or representations, oral or written, not contained herein. This Agreement may not be modified orally or in any other manner than by a written agreement signed by all the Parties hereto or their respective successors in interest. 19. APPLICABLE LAW: This Agreement shall be construed, interpreted and applied according to the laws of the Commonwealth of Virginia. All legal actions brought by either Purchaser or Sellers concerning this Agreement shall be brought in the Arlington County Circuit Court and in no other court. [SIGNATURES BEGIN ON THE FOLLOWING PAGE] f 11

15 WITNESS the following signatures: SELLER: RO ERT A EN BE D STATE OF V t Q &farl A' crfwcounty OF ' jc.t/ JA,U M The foregoing instrument was acknowledged before me this $ day of 2017, by ROBERT ALLEN BELAND. My Commission expires: M- 3t - ( -7 Notary Public t uniur,,1i A B p is i"4 40CN"' ' REGISTRATION NO MY COMM. EI ies 12/31/=017 SELLER: 'AMANDA MACKAYE STATE OF U I C6/N!4 - CWf/COUNTY OF A ni,'4/ci f./ n The foregoing instrument was acknowledged before me this 2 day of 2017, by AMANDA MACKAYE. My Commission expires: 12-3^ - '2* 7 Notary Public ^1%1u1Iu1N^,,,^i. O'N^0NIVE9's,i 'REGLSTRATION NO = MY COMM. EXPIRES: 12/31/

16 PURCHASER: THE COUNTY BOARD OF ARLINGTON COUNTY, VIRGINIA By: Name: Title: COMMONWEALTH OF VIRGINIA CITY/COUNTY OF The foregoing instrument was acknowledged before me this 2017, by day of Notary Public My Commission expires: Approved as to form: County Attorney 13

17 POST-SETTLEMENT OCCUPANCY AGREEMENT This Post-Settlement Occupancy Agreement ("Occupancy Agreement") is made this day of. 2017, pursuant to the terms of that certain Agreement of Sale ("Agreement of Sale") by and between THE COUNTY BOARD OF ARLINGTON COUNTY, VIRGINIA, a body corporate and politic ("Purchaser" or "County") and ROBERT ALLEN BELAND and AMANDA MACKAYE, husband and wife ("Sellers") dated. for the purchase and sale of the real property, including improvements and fixtures thereon, and appurtenances thereto, located at 2215 N. Culpeper Street, Arlington, Virginia, RPC # , and more particularly described as: All of Lots numbered Twenty-Nine (29), of the Subdivision known as Cottage Park, in accordance with the plat thereof recorded in Deed Book 111 at Page 246 of the land records of Arlington County, Virginia ("Property"). The Purchaser and Sellers are sometimes jointly hereinafter referred to as the "Parties". In consideration of the terms of the Agreement of Sale, the mutual agreements of the Parties set forth in this Occupancy Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Purchaser hereby permits the Seller to continue to occupy the Property after the time of settlement and delivery of the deed to the Property from the Sellers to the Purchaser ("Settlement"), subject to the following terms and conditions: 1. Term : The term ("Term') of this Occupancy Agreement shall commence on the date of Settlement, and shall continue until the earlier to occur of: i) the date that is three (3) days after the date the Sellers close on the acquisition of a new primary residence; or ii) June 1, 2018 ("Expiration Date"), unless sooner terminated pursuant to any provision of this Occupancy Agreement. 2. No Occupancy Fee : The Sellers continued occupancy of the Property under this Occupancy Agreement is additional consideration to the Sellers for conveyance of the Property to the Purchaser under the terms of the Agreement of Sale. No fee will be charged to the Sellers for post-settlement occupancy during the Term. The Parties agree that this Occupancy Agreement is not a lease, but rather a temporary right of occupancy/use not subject to Landlord Tenant law. 3. Use of Propert y : Sellers shall use the Property during the Term only as their primary residence, and for no other purpose. If the Sellers cease to use the Property as Sellers' primary residence, then, notwithstanding any provision herein to the contrary, this Occupancy Agreement shall immediately terminate without further notice required from the Purchaser to the Sellers. Sellers shall comply with all applicable laws, ordinances and codes relating to the ETI

18 occupancy and use of the Property and Sellers shall keep the Property in a neat and clean condition, properly disposing of all trash and debris. 4. Utilities : Sellers shall pay and be liable for all utilities and services provided to the Property during the Term, including, but not limited to water, sewage, gas, garbage collection, electricity, heating, air conditioning, and cable and telecommunication services. Sellers shall keep all such utilities and services in their own names during the Term of this Occupancy Agreement. 5. Taxes: Sellers shall pay all real estate taxes, if any, and all special assessments, if any, assessed against the Property and attributed to the Term of this Occupancy Agreement. 6. Equipment, Maintenance and Condition: Sellers shall pay for all maintenance of the Property, including any fixtures and equipment therein, during the term of this Occupancy Agreement. The Purchaser is permitting the Sellers to occupy the Property in an "As Is" condition. The Purchaser makes no representations or warranties as to the habitability of the Property and is not responsible for any maintenance or upkeep of the Property during the Term. 7. Delivery of Possession : Upon the Expiration Date or earlier termination of this Occupancy Agreement, Sellers shall vacate the Property and surrender possession to the Purchaser. At the end of the term of this Occupancy Agreement the Property shall be in the same general condition as it is at Settlement, excepting normal wear and tear. Sellers shall remove all trash and debris, and personalty and possessions, from the Property on or before the Expiration Date or earlier termination of this Occupancy Agreement. As long as any holes or trenches resulting from removal are backfilled and any utilities that may be connected to the exterior shed are properly disconnected and capped, Sellers shall have the right, but not the obligation, to remove the following improvements from the Property upon surrender of the Property to the Purchaser: a) the existing exterior shed; and b) any shrubbery. 8. Security Deposit: Seller agrees that, at Settlement, Walker Title, LLC, as Purchaser's agent ("Deposit Agent"), shall retain, in an interest bearing account, from the settlement proceeds, five thousand dollars ($5,000.00) as Purchaser's security deposit ("Security Deposit") for the post-settlement occupancy. The Purchaser may, without prejudicing any other legal rights and remedies it may have, use all or any part of the security deposit to defray any costs incurred by Purchaser because of the Sellers' non-compliance with the terms of this Occupancy Agreement ("Deficiencies"). The Purchaser shall conduct a post occupancy inspection of the Property within thirty (30) days after the Expiration Date, or earlier termination of this Occupancy Agreement, and shall deliver to the Deposit Agent an itemized list of all Deficiencies, with the estimated cost to cure such Deficiencies. Upon receipt of the itemized list, the Deposit Agent immediately shall pay to the Purchaser the amount of money requested by Purchaser to cure such Deficiencies. Any amount of the Security Deposit remaining after such payment to Purchaser shall be released by the Deposit Agent to the Sellers at the same time as 2

19 payment to the Purchaser. If there are no Deficiencies, then the Purchaser shall send written notice to the Deposit Agent authorizing release of the Security Deposit to the Sellers. 9. Access: Sellers shall permit the County, and/or its agents, employees or contractors, reasonable access to the Property. The County, or its designees, shall attempt to give reasonable notice to the Sellers prior to such access and such access shall occur at reasonable times. Such access shall include access for any and all inspections, measurements and testing related to the design and construction of a new Fire Station #8 or fuel island related thereto. 10. Default: If the Sellers fail or neglect to keep and perform any of their obligations under this Occupancy Agreement, then Sellers shall be in default of this Occupancy Agreement. Upon any default by Sellers, the Purchaser shall send a written notice of such default to the Sellers. Sellers shall have ten (10) days after receipt of such written notice to cure such default. If the Sellers fail to cure such a default within the ten (10) day cure period provided by this paragraph, then the Purchaser may terminate this Occupancy Agreement upon ten (10) days prior written notice to Sellers. 11. Risk of Loss/Damage or Destruction of Property : All personal property kept on the Property, shall be kept on the Property at the Sellers' sole risk. 12. Damage or Destruction of Propert y : If the Property becomes uninhabitable or unusable by the Sellers due to fire or other casualty, then this Occupancy Agreement shall immediately terminate, without further obligation on the part of either the Sellers or the Purchaser, and the Sellers agree that the Purchaser shall have no liability for any loss or inconvenience suffered as the result of any damage or destruction. 13. Insurance : During the term of this Occupancy Agreement, Sellers shall obtain and carry, at Sellers' expense, a renter's policy to include $300, in personal liability coverage and a comprehensive general liability insurance policy (umbrella policy) on the Property, in an amount not less than $1,000, per occurrence, for all property loss claims and/or personal injury claims. The County Board of Arlington County, Virginia shall be named as an "Additional Insured" on the general liability insurance policy. The following language must be included in the Certificate of Insurance: "Arlington County (including its elected and appointed official, agents and employees) is added as an additional insured with respect to (name of policy). Coverage afforded under this policy shall be primary to all other insurance with respect to Arlington County (including its elected and appointed officials, agents and employees)." The County Board should be identified in the policy as "The County Board of Arlington County VA, c/o Office of Risk Management, Human Resources Department, Suite 511, 2100 Clarendon Blvd., Arlington VA " Proof of such insurance shall be delivered by the Sellers to the Purchaser prior to commencement of the term of this Occupancy Agreement. 14. Indemnification of Count y : Sellers agree that the County shall not be responsible for any injury or death to person, or loss or damage to property, real or personal, which may be suffered or sustained by Sellers, or by other persons at the Property, whether such loss, injury, `^SdfJ,a 3 ^Y

20 death or damage is caused by, or in any way results from, or arises out of any act, omission or negligence of the Sellers, or of any occupant, visitor or user of the Property, or results from or is caused by any other matter. In addition, Sellers covenant to save, defend, hold harmless and indemnify Purchaser and its elected and appointed officials, officers, employees, agents and contractors from and against all claims, loss, damage, injury, cost (including court costs and attorneys' fees), charges, liability or exposure, resulting from, arising out of, or in any way connected with Sellers' use or occupation of the Property. This indemnification shall not apply to an injury, death, loss or damage that is solely the result of any act, omission or gross negligence of the Purchaser and its elected and appointed officials, officers, employees, agents or contractors. 15. Notices: All notices, demands, and requests which may be given, or are required to be given by either party to the other shall be in writing, and shall be either hand delivered, sent by Federal Express or sent by United States certified mail, return receipt requested, with proper first class postage prepaid, properly and fully addressed: If to Sellers: Robert Allen Beland Amanda MacKaye 2215 N. Culpeper Street Arlington, Virginia With a copy, which shall not constitute notice, to: John A. Borsari, Esq Wilson Boulevard, #700 Arlington, Virginia If to Purchaser: Real Estate Bureau Chief Department of Environmental Services Arlington County 2100 Clarendon Blvd, Suite 800 Arlington, Virginia Notices shall be deemed effective upon delivery. Any party may, by like notice given at least seven (7) days before such change becomes effective, designate a new address to which such notices shall be sent. 16. Assignment/Occupancv: Sellers agree that this Occupancy Agreement shall not be assignable. The Sellers shall not permit any persons other than their immediate family to reside on the Property or any portion thereof. 17. Binding Agreement: The Sellers and the Purchaser mutually agree that this Occupancy Agreement shall be and is binding upon them and each of their respective successors; that this Occupancy Agreement contains the final and entire agreement between the Sellers and the Purchaser; and that the Sellers and the Purchaser shall not be bound by any terms, conditions, statements, warranties or representations, oral or written, not contained herein. 4

21 18. Applicable Law : This Occupancy Agreement shall be construed, interpreted and applied according to the law of the Commonwealth of Virginia. All legal actions brought by the Sellers or the Purchaser concerning, arising out of, or pursuant to the Occupancy Agreement shall be brought in the Arlington County Circuit Court. 19. Effective Date : This Occupancy Agreement shall not become effective until executed the Sellers and the Purchaser. [SIGNATURES BEGIN ON THE FOLLOWING PAGE] 5

22 WITNESS the following signatures: SELLER: ROBERT ALLEN BELAND STATE OF CITY/COUNTY OF The foregoing instrument was acknowledged before me this, 2O17 ROBERT ALLEN BELAND. day of Notary Public My Commission expires: SELLER: AMANDA MACKAYE STATE OF CITY/COUNTY OF The foregoing instrument was acknowledged before me this, 2017, by AMANDA MACKAYE. day of Notary Public My Commission expires: 6

23 PURCHASER: THE COUNTY BOARD OF ARLINGTON COUNTY, VIRGINIA By:. Name: Title: COMMONWEALTH OF VIRGINIA CITY/COUNTY OF The foregoing instrument was acknowledged before me this, 2017, by day of Notary Public My Commission expires: Approved as to form: County Attorney 55^^ 4!,y 7

24 First American Title Insurance Company SCHEDULE A Effective Date: December 3, 2016 at 8:00 a.m. Commitment No. A TD 2. Policy or Policies to be issued: Amount (a) ALTA Owner's Policy: $800, ALTA 2006 Policy Form Proposed Insured : The County Board of Arlington County, Virginia (b) ALTA Loan Policy: Proposed Insured : 3 The estate or interest in the land described in this Commitment and covered herein is Fee Simple, and title hereto is at the effective date hereof vested in: Robert Allen Beland and Amanda Mackaye AND BEING the same property acquired by virtue of instrument recorded in Deed Book 4774, at Page Countersigned: (continued) Walker Title, LLC ph fax Lee Jackson Memorial Hwy, Suite 300 Fairfax, Virginia By: 4i& (tfd) Authorized Officer or Agent EXHIBIT This commitment is invalid unless Insuring Provisions and Schedules A and B are attached.

25 First American Title Insurance Company SCHEDULE A (continued) Commitment No. A TD 4. The land referred to in this Commitment is described as follows: All that certain land situate in the County of Arlington, Virginia, and more particularly described as follows: All of Lot numbered Twenty-Nine (29), of the Subdivision known as Cottage Park, in accordance with the plat thereof recorded in Deed Book 111 at Page 246 of the land records of Arlington County, Virginia.

26 First American T h ie Insurance Company SCHEDULE B - SECTION 1 REQUIREMENTS Commitment No. A TD The following are requirements to be complied with: 1. Payment to or for the account of the grantors or mortgagors of the full consideration for the estate or interest to be insured. 2. Pay us the premium, fees and charges for the policy. 3. Proper instrument(s) creating the estate or interest to be insured must be executed and duly filed for record, to wit: a. Recordation of Deed from Robert Allen Beland and Amanda Mackaye to The County Board of Arlington County, Virginia. 4. Receipt of satisfactory Owner/Seller Affidavit as to Mechanics' Liens and Possession stating that no improvements have been made to or contracted for on captioned premises within the 120 days prior to closing, and identifying parties entitled to possession of the property, if any. 5. Payment and release of Deed of Trust from Amanda Mackaye and Robert Allen Beland, to Larry F. Pratt, Trustee(s), dated July 24, 2015, recorded in Instrument No , securing of record Mortgage Electronic Registration Systems, Inc. the original sum of $463,191.

27 First American T hcttle Insurance Company SCHEDULE B - SECTION 2 EXCEPTIONS Commitment No. A TD The policy or policies to be issued will contain exceptions to the following unless the same are disposed of to the satisfaction of the Company: Defects, liens, encumbrances, adverse claims or other matters, if any, created, first appearing in the public records or attaching subsequent to the effective date hereof but prior to the date the proposed insured acquires for value of record the estate or interest or mortgage thereon covered by this commitment. 2. Taxes subsequent to the year 2016, not yet due and payable. 3. Easements or claims of easements not shown by the public records, boundary line disputes, overlaps, encroachments, and any matters not of record which would be disclosed by an accurate survey and inspection of the premises. The coverage afforded by Covered Risk 2(c) is hereby deleted 4. Water Agreement recorded in Deed Book 338, Page 213. All recorded documents referred to herein are recorded among the Land Records of the County of Arlington, Virginia.

28 - _ GRAVF4C SCALE SURVEY NOTES n,knmreiir'snwm H^eox llanne+^q Nn[M^[a: E R l^y J^L^^ Au N WCApf YYN1 E 0FLE1 PAB(f ^6A D N NN,OQ mr fa^ NO213 L. T y r L^ W6R NIB1l9MO MDANNMIWO 1fElYYl1EVNSlNlBIfN NO /Oq( O ^'l]^p - R V W 6005E MOIRUC AV tiyw(livofat1o1lyvn11edf 9tiRTERINAI^NOBO NmK f 34PAa^E21 53 O NCri} 2 TE M i â1615y 4101MI IB[GII m m9r V OII TE INlIGION m11nly IFAL INDNf 11 #PC ^BIf1RG1mM N/1 AS MCM0010^ 11lCNONN4 Nm1lCONYIYfl MD6MP91M1Y ZGfJ COUNTY BOARD OF Ite/c1:. MUNGICINC.00n. VIRGINIA 3. noo 11nEY WAS 111BA1ID w11n 505 N500ST05A1nE g I 1E U4 D.&167. PG.435 u@walbt A1W G1M MT1a TO Bt 14, 1016 L IS'i1. P6. 64 ^t. I. WA19l /inelbr NO Nm[a^MMH2UNO KtA4JMY0AY7 100 CNNOf D.E PG. 511 ^E 91oWN 0i^T1a4xuET. D P d WATER M M 0Y00PO Aa ei100 pm NNSTw,BIr NI. m1wlo N tsnraml!y MATf9 NOGI 0T0 ALVM 41Hs51N1ET. Noi.t 6.ALL ROOWFD DODRBIIS TOIFf101A1E TOED IlIdCTE WO11HAlOSOFIADIGlp1 muwa 520` ' oon&n Y' 0A. y ^ 6000E MiN ^ Cana 1.tr/.o " i 15AD hene e q t COMM DATA:. ILKQ S marls. OSS^l lll MTA MAS OOIIR'INY PoRIONISmNDb a , ILl t----7 h 30 ;awry 29 A 2 i 31...d.d,.e,o,.n ct'' 27 rczs SMXFAtMWL0ouocwAS ^+n^mraon3mwobmaaev^aano. mwpowr. ua, su^.ar^mrosnaeuc.e,.asuamasnes. - k - -. L 1 + I mil TMY9L41.V WKl^O Y 00J CM OCT 14, 0014 ATAs%mcDO Ql md n HEYA105&3 R210NISM(IL 1nO ATm10c MfAIEDTOTElIIOQ^DNe ' t I S62&50 WAP 0015W NGWIf II1g1MDmOt 1 11E o my i II -- TRAY9aE9a-5WAS MD RNMWW RlLm M0NZM10Nrs]Ywob. I I femcvs MAxaAAim IP05p la1(+um) rnsxa0w0l105511dl1nnn. II eag ionc i 8 i et.24 M+ i:^ m"1= levy 0V13/ :714 WDeftnk12 lenaraya/ya PNtlrfls vxolea: /REAL

29 POST-SETTLEMENT OCCUPANCY AGREEMENT This Post-Settlement Occupancy Agreement ("Occupancy Agreement") is made this day of 2017, pursuant to the terms of that certain Agreement of Sale ("Agreement of Sale") by and between THE COUNTY BOARD OF ARLINGTON COUNTY, VIRGINIA, a body corporate and politic ("Purchaser" or "County") and ROBERT ALLEN BELAND and AMANDA MACKAYE, husband and wife ("Sellers") dated for the purchase and sale of the real property, including improvements and fixtures thereon, and appurtenances thereto, located at 2215 N. Culpeper Street, Arlington, Virginia, RPC # , and more particularly described as: All of Lots numbered Twenty-Nine (29), of the Subdivision known as Cottage Park, in accordance with the plat thereof recorded in Deed Book 111 at Page 246 of the land records of Arlington County, Virginia ("Property"). The Purchaser and Sellers are sometimes jointly hereinafter referred to as the "Parties". In consideration of the terms of the Agreement of Sale, the mutual agreements of the Parties set forth in this Occupancy Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Purchaser hereby permits the Seller to continue to occupy the Property after the time of settlement and delivery of the deed to the Property from the Sellers to the Purchaser ("Settlement"), subject to the following terms and conditions: 1. Term : The term ("Term") of this Occupancy Agreement shall commence on the date of Settlement, and shall continue until the earlier to occur of: i) the date that is three (3) days after the date the Sellers close on the acquisition of a new primary residence; or ii) June 1, 2018 ("Expiration Date"), unless sooner terminated pursuant to any provision of this Occupancy Agreement. 2. No Occupancy Fee : The Sellers continued occupancy of the Property under this Occupancy Agreement is additional consideration to the Sellers for conveyance of the Property to the Purchaser under the terms of the Agreement of Sale. No fee will be charged to the Sellers for post-settlement occupancy during the Term. The Parties agree that this Occupancy Agreement is not a lease, but rather a temporary right of occupancy/use not subject to Landlord Tenant law. 3. Use of Propert y : Sellers shall use the Property during the Term only as their primary residence, and for no other purpose. If the Sellers cease to use the Property as Sellers' primary residence, then, notwithstanding any provision herein to the contrary, this Occupancy Agreement shall immediately terminate without further notice required from the Purchaser to the Sellers. Sellers shall comply with all applicable laws, ordinances and codes relating to the 1

30 occupancy and use of the Property and Sellers shall keep the Property in a neat and clean conditi on, properly disposing of all trash and debris. 4. Utilities: Sellers shall pay and be liable for all utilities and services provided to the Property during the Term, including, but not limited to water, sewage, gas, garbage collec tion, electricity, heating, air conditioning, and cable and telecommunication services. Sellers shall keep all such utilities and services in their own names during the Term of this Occup ancy Agreement. 5. Taxes: Sellers shall pay all real estate taxes, if any, and all special assessments, if any, assessed against the Property and attributed to the Term of this Occupancy Agreement. 6. Equipment, Maintenance and Condition: Sellers shall pay for all maintenance of the Property, including any fixtures and equipment therein, during the term of this Occupancy Agreement. The Purchaser is permitting the Sellers to occupy the Property in an "As Is" condition. The Purchaser makes no representations or warranties as to the habitability of the Property and is not responsible for any maintenance or upkeep of the Property during the Term. 7. Delivery of Possession : Upon the Expiration Date or earlier termination of this Occupancy Agreement, Sellers shall vacate the Property and surrender possession to the Purchaser. At the end of the term of this Occupancy Agreement the Property shall be in the same general condition as it is at Settlement, excepting normal wear and tear. Sellers shall remove all trash and debris, and personalty and possessions, from the Property on or before the Expiration Date or earlier termination of this Occupancy Agreement. As long as any holes or trenches resulting from removal are backfilled and any uti lities that may be connected to the exterior shed are properly disconnected and capped, Sellers shall have the right, but not the obligation, to remove the following improvements from the Property upon surrender of the Property to the Purchaser: a) the existing exterior shed; and b) any shrubbery. 8. Security Deposit: Seller agrees that, at Settlement, Walker Title, LLC, as Purchaser's agent ("Deposit Agent"), shall retain, in an interest bearing account, from the settlement proceeds, five thousand dollars ($5,000.00) as Purchaser's security deposit ("Security Deposit") for the post-settlement occupancy. The Purchaser may, without prejudicing any other legal rights and remedies it may have, use all or any part of the security deposit to defray any costs incurred by Purchaser because of the Sellers' non-compliance with the terms of this Occupancy Agreement ("Deficiencies"). The Purchaser shall conduct a post occupancy inspection of the Property within thirty (30) days after the Expiration Date, or earlier termination of this Occupancy Agreement, and shall deliver to the Deposit Agent an itemized list of all Deficiencies, with the estimated cost to cure such Deficiencies. Upon receipt of the itemized list, the Deposit Agent immediately shall pay to the Purchaser the amount of money requested by Purchaser to cure such Deficiencies. Any amount of the Security Deposit remaining after such payment to Purchaser shall be released by the Deposit Agent to the Sellers at the same time as N y ^

31 payment to the Purchaser. If there are no Deficiencies, then the Purchaser shall send written notice to the Deposit Agent authorizing release of the Security Deposit to the Sellers. 9. Access : Sellers shall permit the County, and/or its agents, employees or contractors, reasonable access to the Property. The County, or its designees, shall attempt to give reasonable notice to the Sellers prior to such access and such access shall occur at reasonable times. Such access shall include access for any and all inspections, measurements and testing related to the design and construction of a new Fire Station #8 or fuel island related thereto. 10. Default: If the Sellers fail or neglect to keep and perform any of their obligations under this Occupancy Agreement, then Sellers shall be in default of this Occupancy Agreement. Upon any default by Sellers, the Purchaser shall send a written notice of such default to the Sellers. Sellers shall have ten (10) days after receipt of such written notice to cure such default. If the Sellers fail to cure such a default within the ten (10) day cure period provided by this paragraph, then the Purchaser may terminate this Occupancy Agreement upon ten (10) days prior written notice to Sellers. 11. Risk of Loss/Damage or Destruction of Property : All personal property kept on the Property, shall be kept on the Property at the Sellers' sole risk. 12. Damage or Destruction of Propert y : If the Property becomes uninhabitable or unusable by the Sellers due to fire or other casualty, then this Occupancy Agreement shall immediately terminate, without further obligation on the part of either the Sellers or the Purchaser, and the Sellers agree that the Purchaser shall have no liability for any loss or inconvenience suffered as the result of any damage or destruction. 13. Insurance : During the term of this Occupancy Agreement, Sellers shall obtain and carry, at Sellers' expense, a renter's policy to include $300, in personal liability coverage and a comprehensive general liability insurance policy (umbrella policy) on the Property, in an amount not less than $1,000, per occurrence, for all property loss claims and/or personal injury claims. The County Board of Arlington County, Virginia shall be named as an "Additional Insured" on the general liability insurance policy. The following language must be included in the Certificate of Insurance: "Arlington County (including its elected and appointed official, agents and employees) is added as an additional insured with respect to (name of policy). Coverage afforded under this policy shall be primary to all other insurance with respect to Arlington County (including its elected and appointed officials, agents and employees)." The County Board should be identified in the policy as "The County Board of Arlington County VA, c/o Office of Risk Management, Human Resources Department, Suite 511, 2100 Clarendon Blvd., Arlington VA " Proof of such insurance shall be delivered by the Sellers to the Purchaser prior to commencement of the term of this Occupancy Agreement. 14. Indemnification of Count y : Sellers agree that the County shall not be responsible for any injury or death to person, or loss or damage to property, real or personal, which may be suffered or sustained by Sellers, or by other persons at the Property, whether such loss, injury, 3

32 death or damage is caused by, or in any way results from, or arises out of any act, omission or negligence of the Sellers, or of any occupant, visitor or user of the Property, or results from or is caused by any other matter. In addition, Sellers covenant to save, defend, hold harmless and indemnify Purchaser and its elected and appointed officials, officers, employees, agents and contractors from and against all claims, loss, damage, injury, cost (including court costs and attorneys' fees), charges, liability or exposure, resulting from, arising out of, or in any way connected with Sellers' use or occupation of the Property. This indemnification shall not apply to an injury, death, loss or damage that is solely the result of any act, omission or gross negligence of the Purchaser and its elected and appointed officials, officers, employees, agents or contractors. 15. Notices: All notices, demands, and requests which may be given, or are required to be given by either party to the other shall be in writing, and shall be either hand delivered, sent by Federal Express or sent by United States certified mail, return receipt requested, with proper first class postage prepaid, properly and fully addressed: If to Sellers: Robert Allen Beland Amanda MacKaye 2215 N. Culpeper Street Arlington, Virginia With a copy, which shall not constitute notice, to: John A. Borsari, Esq Wilson Boulevard, #700 Arlington, Virginia If to Purchaser: Real Estate Bureau Chief Department of Environmental Services Arlington County 2100 Clarendon Blvd, Suite 800 Arlington, Virginia Notices shall be deemed effective upon delivery. Any party may, by like notice given at least seven (7) days before such change becomes effective, designate a new address to which such notices shall be sent. 16. Assignment/Occupancy: Sellers agree that this Occupancy Agreement shall not be assignable. The Sellers shall not permit any persons other than their immediate family to reside on the Property or any portion thereof. 17. Binding Agreement : The Sellers and the Purchaser mutually agree that this Occupancy Agreement shall be and is binding upon them and each of their respective successors; that this Occupancy Agreement contains the final and entire agreement between the Sellers and the Purchaser; and that the Sellers and the Purchaser shall not be bound by, any terms, conditions, statements, warranties or representations, oral or written, not contained herein. ` I, 4

33 18. Applicable Law : This Occupancy Agreement shall be construed, interpreted and applied according to the law of the Commonwealth of Virginia. All legal actions brought by the Sellers or the Purchaser concerning, arising out of, or pursuant to the Occupancy Agreement shall be brought in the Arlington County Circuit Court. 19. Effective Date : This Occupancy Agreement shall not become effective until executed the Sellers and the Purchaser. [SIGNATURES BEGIN ON THE FOLLOWING PAGE] 5

34 WITNESS the following signatures: SELLER: ROBERT AL N D STATE OF 1 4 j eo w I A Q{ FY'COUNTY OF U JAr' i M& The foregoing instrument was acknowled ed before me this 4_ S - day of 2017, by ROBERT ALLEN BELAND. My Commission expires:.' L ^ 2D r7 Notary Public. L REGI1 mon No W COMM. E%FlREs! 12/31/2W7 SELLER: AMANDA MACKAYE STATE OF 0 2' l ic/ / 4- QI /COUNTY OF The foregoing instrument was acknowledged before me this Zsn day of 2017, by AMANDA MACKAYE. My Commission expires: / L /ti'(7 Notary Public ^ ``011111nnll/,,I,, S REC+IEIRAUCN NO MtiCOMM. EXPIRES; 12/31/2017 n nl 6

35 PURCHASER: THE COUNTY BOARD OF ARLINGTON COUNTY, VIRGINIA By: Name: Title: COMMONWEALTH OF VIRGINIA CITY/COUNTY OF The foregoing instrument was acknowledged before me this 2017, by day of Notary Public My Commission expires: Approved as to form: County Attorney 7

36 SCHEDULE A 1. Effective Date: December 3, 2016 at 8:00 a.m. 2. Policy or Policies to be issued: (a) Commitment No. A TD Amount $800, ALTA Owner s Policy: ALTA 2006 Policy Form Proposed Insured: The County Board of Arlington County, Virginia (b) 3. ALTA Loan Policy: Proposed Insured: The estate or interest in the land described in this Commitment and covered herein is Fee Simple, and title hereto is at the effective date hereof vested in: Robert Allen Beland and Amanda Mackaye AND BEING the same property acquired by virtue of instrument recorded in Deed Book 4774, at Page (continued) Countersigned: Walker Title, LLC ph fax Lee Jackson Memorial Hwy, Suite 300 Fairfax, Virginia By: Authorized Officer or Agent (tfd) This commitment is invalid unless Insuring Provisions and Schedules A and B are attached.

37 SCHEDULE A (continued) 4. Commitment No. A TD The land referred to in this Commitment is described as follows: All that certain land situate in the County of Arlington, Virginia, and more particularly described as follows: All of Lot numbered Twenty-Nine (29), of the Subdivision known as Cottage Park, in accordance with the plat thereof recorded in Deed Book 111 at Page 246 of the land records of Arlington County, Virginia.

38 SCHEDULE B - SECTION 1 REQUIREMENTS Commitment No. A TD The following are requirements to be complied with: 1. Payment to or for the account of the grantors or mortgagors of the full consideration for the estate or interest to be insured. 2. Pay us the premium, fees and charges for the policy. 3. Proper instrument(s) creating the estate or interest to be insured must be executed and duly filed for record, to wit: a. Recordation of Deed from Robert Allen Beland and Amanda Mackaye to The County Board of Arlington County, Virginia. 4. Receipt of satisfactory Owner/Seller Affidavit as to Mechanics' Liens and Possession stating that no improvements have been made to or contracted for on captioned premises within the 120 days prior to closing, and identifying parties entitled to possession of the property, if any. 5. Payment and release of Deed of Trust from Amanda Mackaye and Robert Allen Beland, to Larry F. Pratt, Trustee(s), dated July 24, 2015, recorded in Instrument No , securing of record Mortgage Electronic Registration Systems, Inc. the original sum of $463,191.

39 SCHEDULE B - SECTION 2 EXCEPTIONS Commitment No. A TD The policy or policies to be issued will contain exceptions to the following unless the same are disposed of to the satisfaction of the Company: 1. Defects, liens, encumbrances, adverse claims or other matters, if any, created, first appearing in the public records or attaching subsequent to the effective date hereof but prior to the date the proposed insured acquires for value of record the estate or interest or mortgage thereon covered by this commitment. 2. Taxes subsequent to the year 2016, not yet due and payable. 3. Easements or claims of easements not shown by the public records, boundary line disputes, overlaps, encroachments, and any matters not of record which would be disclosed by an accurate survey and inspection of the premises. The coverage afforded by Covered Risk 2(c) is hereby deleted 4. Water Agreement recorded in Deed Book 338, Page 213. All recorded documents referred to herein are recorded among the Land Records of the County of Arlington, Virginia.

40

41 Vicinity Map Acquisition of: 2215 N. Culpeper Street RPC # N COLUMBUS ST 22ND RD N N CULPEPER ST 0 50 Feet N CAMERON ST / Pursuant to Section of the Code of Virginia, any determination of topography or contours, or any depiction of physical improvements, property lines or boundaries is for general information only and shall not be used for the design, modification, or construction of improvements to real property or for flood plain determination. Aerial Photography 2015 Commonwealth of Virginia Easement Locations are Approximate. Map prepared by Arlington County GIS Mapping Center Produced and January 2017 LEE HWY N CULPEPER ST

42 Vicinity Map Acquisition of: 2215 N. Culpeper Street RPC # N COLUMBUS ST 22ND RD N N CULPEPER ST 0 50 Feet N CAMERON ST / Pursuant to Section of the Code of Virginia, any determination of topography or contours, or any depiction of physical improvements, property lines or boundaries is for general information only and shall not be used for the design, modification, or construction of improvements to real property or for flood plain determination. Aerial Photography 2015 Commonwealth of Virginia Easement Locations are Approximate. Map prepared by Arlington County GIS Mapping Center Produced and January 2017 LEE HWY N CULPEPER ST