University of Virginia Library

ATTACHMENT B

LARRY WHITE NOTES: additions are underscored, deletions are deleted

DRAFT

AGREEMENT BETWEEN THE UNIVERSITY OF VIRGINIA AND THE UNIVERSITY OF VIRGINIA REAL ESTATE FOUNDATION AND THE DEPARTMENT OF FORESTRY CONCERNING FINAL COSTS FOR THE FORESTRY HEADQUARTERS OFFICE BUILDING AND ADMINISTRATIVE SUPPORT FACILITY

This Agreement reflects understandings and commitments reached among the University of Virginia ("University"), the University of Virginia Real Estate Foundation ("Foundation"), and the Virginia Department of Forestry ("Forestry"), concerning financial and other commitments related to the construction of a Forestry headquarters office building and administrative support facility on the Hillcrest site west of Virginia Route 20 and south of Interstate Route 64.

• In summary this agreement provides a framework under which the following will occur:
• 1. The Foundation will acquire Forestry's existing 32 acre site south of Charlottesville for $1.5 million.
• 2. The University or the Foundation will acquire and Liansfer a fee simple conveyance approximately 26 acres at the Hillcrest site to Forestry.
• 3. The University will make a financial contribution to Forestry's project reflecting additional site development costs, and inflation costs, resulting from a change from-the Originally planned site south of Virginia Route 53 and east of Virginia Route 20 to the Hillcrest site, and the delayed start to construction resulting from this change.
• 4. The University will assume financial responsibility for required off-site access road development, and off-site water and sewer development, for the Hillcrest site beyond that-to be provided by the

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  original current land owner under the Foundation's purchase agreement.
• 5. At the conclusion of construction of the headquarters office building and administrative support facility, and at the time they occupy these facilities, Forestry will vacate and relinquish to the University, without any additional consideration, the property and facilities adjacent to Alderman and McCormick roads on the grounds of the University presently occupied by Forestry.

• In order to carry out this agreement, the parties hereby further agree as follows:
• 1. The parties will proceed immediately to carry out the required land purchase and exchange on the following basic
• a. The Foundation will complete the acquisition of the approximately 26 acre Hillcrest site at the agreed upon price of million The University, will exchange the Hillcrest for the existing Forestry 32 site south of Charlottesville and will provide additional payment to Forestry of $100,000, reflecting the difference between the $1.4 million purchase price of the Hillcrest site and the agreed upon $1.5 million price for the Forestry site.
• The Real Estate Foundation will complete the acquisition of the approximately 26 acre Hillcrest site. By no later than the thirtieth (30th) day following acceptance by the appropriate local authority of the improvements referenced in Paragraphs 1.c., below, the Real Estate Foundation will exchange the Hillcrest parcel for the existing Department of Forestry 32 acre site south of Charlottesville and will provide additional payment to the Department of $100,000.

renumbered, no b. in August 13 draft

• b. The Foundation shall complete the purchase of the Hillcrest site by November 1, 1990, and will secure a firm commitment from the present owner that construction of the required access road will begin within 45 days of the availability of construction documents, and will be completed within 6 months of the availability of documents.
• In completing the purchase of the Hillcrest site the Real Estate Foundation will obtain a commitment from the seller that construction of the required access road will commence within 45 days following the required approvals of construction documents by the authorities having approval authority, and will be completed within months of recept of the complete construction documents or , 1991, whichever date occurs first.
• c. The University will assume full responsibility for any construction costs for off site access roads, and off-site water and sewer above a $610,000 commitment for this work on the part of the original land owner.
• d. TheSubject to the conditions in the next two sentences, the University agrees that it will permit Forestry continued use of existing warehouse facilities on Forestry's 32 acre site south of Charlottesville until completion and occupancy of the new headquarters building and administrative support facility. Pending completion of the new facilities, this use may continue for up to five years from the date of transfer of the property. Continued use of the facilities beyond the five year period, if Forestry's new facilities have not

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  been completed, will be the subject of future negotiations.
• 2. The University agrees to provide financial support to Forestry for construction costs of the headquarters office building and administrative support facility as follows:
• a. A ixed amount of $1.1 million will be provided to compensate for additional site development costs required by the change from the original project site to the Hillcrest site, and inflation in the building tion resulting from a delay of approximately fifteen months in completion of contract documents for the work as a result of the changed site. This amount represents the full and only commitment of the University to increased construction costs for the project resulting from the change in site.
• b. The University will make an additional payment of $1.4 million reflecting the balance of a commitment to purchase the existing Forestry site south of Charlottesville for $1.5 million.
• c. The $3.5 million total of the foregoing commitments will be transferred by the University to Forestry at the time bids are received and a construction contract awarded in the Fall of 1990.
• d. If contract bidding and an award of a construction contract are delayed for any reason, the University will deposit the total commitment of $2.5 million into an escrow account no later than October 15, 1990.This escrow amount, and any accrued intoroct will be everting and available solely to Forestry to be used for construction of the headquarters office building and administrative support facility should the project proceed at any time during a five year-period following October

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  15, 1990.It is the intent of the parties, in setting up the escrow account, that principal and interest be dedicated to and expended solely for construction of the Department of Forestry's new headquarters office building and administrative support facility at the Hillcrest site, should that project proceed at any time during a five-year period commencing October 15, 1990.If, after five years of establishment of the escrow account, the project has not proceeded into construction, the escrowed amount and all accrued interests will revert to the University. If construction has not commenced at the Hillcrest site before October 14, 1995, then the escrowed amount together with all accrued interest will revert to the University.
• 3. Forestry agrees that it will utilize the land and financial resources provided by the University for the purpose of constructing the headquarters office building and administive support facility, and that upon completion of these facilities, all existing facilities and property adjacent to Alderman and McCormick Roads on the grounds of the University will be relinquished to the University without additional compensation. If for whatever reason, Forestry is unable to construct and/or occupy a new headquarters office complex, it is understood that Forestry will remain at its present location. White Note: This change "is unacceptable to the University. The University that this ement contain uarante with respect to the on-Grounds building now occupied by Forestry beyond the five-year period referenced in Paragraph 2.d.
• 4. In order to provide an alternate procedure for development of the required facilities for Forestry, should the required general fund commitment from the Commonwealth not become available in a timely manner, the parties to this Agreement further agree that they will develop a plan under which the

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  required facilities could be developed by the Foundation and made under a l .
• 5. This plan supporting data and required documents will be developed and finalized by December 1, 1000 to be prepared for the 1991 Session of the General Assembly of Virginia.

J. W. Garner, State Forester Department of Forestry

Date

Leonard W. Sandridge, Jr.

Senior Vice President and Chief Financial Officer University of Virginia

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David-Westy Executive Director University of Virginia Real Estate Foundation

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3:93/795M