lcps corresp_millers&rackams '05-'07

7/29/2019 LCPS Corresp_Millers&Rackams '05-'07

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$56k/acre


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Chapman hadn't started position at LCPS until March 2006

While working at Reed Smith, he was Cangiano's attorney.

Cangiano had started sueing Rackams for

Wheatland Farms as early as July 2005,

based on Leesburg Today article


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LOUDOUN COUNTY PUBLIC SCHOOLSPLANNING AND LEGISLATIVE SERVICES21000 Education CourtAshburn, Virginia 201 48Telephone: 57 l-252-1050Facsimile: 57 l-252-ll0l

February 23,2006Neil MillerHometown Realtorsl9E Broad WayLovettsville, VA 20180RE: Draft Contract for Herbert J. and Carey K.I.Vlitler. Property, approximately

I 55 acres identified as MCPIs # 334-36-9458, 334-27 -4572, 334-16-97 70, 335-47-9544,334-18-5531,334-27-9937,334-37-3119,334-26-7612,334-17-t428,335-48-9579, 334-18-3383, and 334-17 -7 519Dear Mr. Miller:Please find enclosed three copies of the draft Contract of Sale for the purchase of thesubject property located on the east side of the Town of Lovettsville. In accord with yourdiscussion with Sara, we are working on the language of Paragraph 19.A (page l4) toclarify how the bam may be relocated and preserved. It is the intent of the LoudounCounty Public Schools to offer to relocate this barn to the County/Town Park inLovettsville, subject, of course, to the approval of the Town and County. If eitherdecline, then we would propose to offer the barn for relocation under the National TrustBam Again Project. We understand Mr. Miller's desire to preserve this structure andwish to work with him toward this end.We did want, however, to forward this draft of the contract in order to allow you to beginreview of the other terms. We understand that the Seller desires for us to work throughyou. We ask that you forward a copy of the contract to Mr. Miller so he may begin hisreview as well. Once both of you have had an opportunity to review this document,please let of know of any questions or concerns you may have. If there are any concerns,we will work with you to address these and amend the language as mutually agreeable. Iwill send the revised Paragraph 19,A' to your attention next week.It is a pleasure to work with you and we look forward to hearing from you soon. Weunderstand that you will be out of the country the first part of March and that we maywork with Darlene Miller in your absence. We wish a safe trip and anticipate that we candiscuss this offer upon your return.

E-mail: [email protected] Site: rvr.vrv.lottdottn k l1 va ttq


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NeilMillerM il ler Property/Lovettsvi lleFebruary 23,2006

Thank you for your consideration of this maner.Sincerely,

en/,/,rr,)Sam Adamo, Directorcc: Dr. Edgar B. Hatrick, IIIE. William Chapman, EsquireSara Howard-O'Brien, LCPS


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Co*tRACror So""I'

Between

COUNTY SCHOOL BOARD OF LOUDOUN COUNTY(Buyer)

and

TIERBERT J. MILLER, JR. andCAREY K. MILLER(Seller)

, , Febru.arlt , ,rr. 2410,6 - ,


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CONTRACT,OF SAIjBTHIS CONTRACT OF SALE (hereinafter refened to as "Contract") is hereby entered

into this day of February, 2006, by and between the county school Board of LoudounCounty, a body politic (hereinafter referred to as the "Buyer"), and Herbert J. Miller, Jr. andCarey K. Miller, his wife (although more than one, they are hereinafter referred to as the"SeUerr').

RECITALS: IA. Seller is tfre owner of twelve (12) contiguous tracts of land located in LoudounCounty, Virginia, containing in the aggregate approximately 155 acres of land and identified asMCPIs # 334-36-9458,334'27-4572,334-16-9770, 33547-9544, 334-tB-5531, 334-2T-9937,334-37-3119, 334-26-7612,334-17-1428, 33548-9579, 334-18-3383, and 334-17-75t9 beingmore particularly described on Exhibit "A" attached hereto and incorporated herein byreference (the twelve (12) tracts of land, together with all improvements and fixtures thereon andall rights, privileges, easements, benefits and agreements appurtenant thereto are hereinaftercollectively referred to as the "Property").

B. &.1.,1;4;15Seller c&i,ree to sell the Property and Buyer desires to purchase the property in4accordance with the terms and conditions hereinafter set forth.

AGREEMENT:*r,t:l ( NOw, THEREFORE, in consideration of the ,u* off/rhousand and no/t00 DollarsLli-lilF

fotfilooo o0) paid by Buyer (the "Deposit") to be paid in the fbrm of a check to LoudounComrnercial Title, LLC (the "Escrow Agent"), to be held by Escrow Agent and disbursed byEscrow Agent in accordance with the terms of the Escrow Agreement attached hereto as Erhibit


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"8" and incorporate.d herein by reference to be executed by Seller, Buyer and Escrow Agentcontemporaneousiy with the execution of this Contract, the receipt of which by Escrorv Agent isacknowledged hereon, Buyer hereby agrees to buy and Seller hereby agrees to sell the propertyupon the following terms and conditions:

l. Purchase Price: Paymen(. The purchase price for the Property (the "Purchase(rice") shall be the sum of Four Millio/H H""dfJffousand and no/100 Dolars(!4,2eS,000.00). Ttris is a sale in gross and not by the icre. The entire Purchase Price shall bepayable by Buyer to Seiler in cash, certified or bank cashier's check, or by wired funds at closingfrom which the deposit shall be a part.

2. StudY-.Period- For the period commencing on the date of full execution hereofand continuing for 120 days (the "Study Period"), Buyer, at its sole cost and expense, shallhave complete access to the Property for the purpose of conducting such appraisals, soil borings,soil analyses, engineering tests and studies, topographic tests, studies, and/or investigations withrespect to the Property as Buyer may deem necessary or appropriate in order to determinewhether the Property is suitable for Buyer's intended use; provided that Buyer shall repair anydamage to the Property caused in connection with such tests and studies. In the event that Buyerdetermines, in its sole discretion, that the Property is not suitable for Buyer's intended usethereof, the appraisal results are unsatisfactory, or for any other reason, then Buyer mayterminate this Contract by delivery of written notice thereof to Seller prior to the expiration ofthe Study Period, and thereupon the parties hereto shall have no further rights or obligations oneto the other hereunder, and the Deposit shall be retumed to Buyer. To the extent permitted bylaw Buyer shall indemnify and hold Seller harmless frorn and against all costs, expenses, andliabilities incuned by Seller in connection with the tests and studies conducted by Buyer and

J

LCPS-$26.9k/ac

Millers- $31.4k/ac


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Buyer's entry upon'the Property pursuant to fhis paragraph. In the event Buyer elects toterminate this Contract, Buyer shall provide Seller copies, without warranty, of all reports anddata relative to the Property in Buyer=s possession or control. If Buyer decides the Property isIuitable for its intended use, then Buyer shall increas. *," n"pf*fli*ffi0;;d.sand and no/100foo($50,000.00) within tfuee (3) business days after expiration of the Study Period; the increasedt.!{-Deposit shall be held by the Escrow Agent in accordance with the Escrow AAreement. Jk ur.tL l"t tJilell^Jsi-4 ,t^6^-^"1,',4-/"4a 4e *ddtlr@Pr44l,+p|l$A.dt llr.,,.,jpe3. Conditigns Precedent to Buyer's Obfieations. ttre Briyer's obligations to closing /d

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vA. Sufficient funds shall have been appropriated or committed to the Buyer, by thegoveming body, to allow for the purchase of the Property; and

B. The Buyer shall have obtained all necessary approvals (exclusive of site planapproval) from appropriate govemmental authorities which would allow for construction of aschool on the Property; and

The Buyer shall diligently, and in good faith, pursue each of the foregoing conditionsprecedent. The Seller shall cooperate with the Buyer, at no expense to Seller, in the pursuit ofthe necessary approvals. In the event any of the fbregoing conditions precedent has not beensatisfied prior to the Ciosing Date, then at Buyer's option, this Contract shalt become null andvoid@;ortheBuyermaywaivesuchconditionsandproceedtoclosing.

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*o"4ClosinE Date.(a) Provided that all conditions Buye/s obligation to proceed to

the terms of this Agreement (the

ir

+tr1,er. Notrvithstanding any other provision contained in this Agreement, in the event theconditions precedent are not satisfied. {P[tp,'"t007 (the "Outside Closing Date"), rhen Buyermay terminate this Agreement by delivering written notice to Selleq whereupon this Agreementsha!lterminatgtheDeposit,r'"rrffiandthepartiesshaltberelievedofall

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further liabilities and obligations to each other under this Agreement.(b) Closing shall be held at the offices of such attomey or title company as

selected by Buyer ("Title Company"). Buyer shall arrange for a representative of the TitleCompany to be present and act as settlement agent ("Settlement Agent") for the Closing. Subjectto the terms and provisions of this Agreement, if Buyer elects to close earlier than the datespecified above, then Buyer shall give Seller fiflteen (15) days written notice of the date ofClosing.

(c) At Closing, Seller shall deliver to the Settlement Agent (i) a generalwaffanty deed (the "Deed") conveying the Prope(y to Buyer; (ii) an affidavit made under oaththat Seller is not a "foreign person" and containing such information as may be required bySection 1445(bX2) of the lnternal Revenue Code and the regulations issued thereunder; (iii) acertificate of registration pursuant to Section5S.l-317 of the Code of Virginia, 1950, as

{


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amended, if required; (iv) a certiFrcate that all of Seller's representations and warranties set forthin Section 9 of this Agreement are true and accurate as of Closing; (v) an owner's affidavit; and(vi) such other documents and instruments, if any, required by the Title Company, the terms ofthis Agreement, or reasonably necessary to complete the transaction eontemplated by thisAgreement. AII documents to be delivered as provided above shall be duly authorized, executedand, if required, acknowledged.

(q) At Closing, Buyer shall deliver to the Settlement Agent: (i) the PurchasePrice plus all other sums due from Buyer pursuant to the tenns of this Agreement; (ii) al"certificate that all of Buyer's representations and warranties set forth in Section 9 of thisAgreement are true and accurate as of Closing; and (iii) such other documents and instruments, ifany, required by the terms of this Agreement or reasonably necessary to complete the transactioncontemplated by this Agreement.

(") The deposit with the Settlement Agent of the Purchase Price and suchother sums required by the terms of this Agreement and the documents, instruments or papersrequired to consummate Closing hereunder shall be corsidered good and suflicient tender ofperformance of the terrns ofthis Agreement.

5. Conveyance. The Property shall be conveyed by Ceneral Warranty Deed withflull English Covenants of Title to Buyer according to the survey secured by Buyer.

6. ExperueE. The cost of the preparation of the deed and the Virginia Orantols Taxshatl be paid by Seller. Buyer shalt pay all expenses of examination of title, survey, all fbes,charges, and expenses of the party conducting Closing, the title insurance premium. if any, andall recording fees and other Closing expenses. Each party shall be responsibte for their ownattorney's t'ees.


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7. TaxeS. Real estate taxes ars to be adjusted to the date of Closing and paid byBuyer thereafter. Any specia[ assessments (other than rollback taxes) applicable to the Prbperty,(whether or not due as of the date of Closing) shalt be paid by Setler. In the event the Property istaxed under land use assessment and this sale results in disqualification from land use eligibilityand rollback taxes become due, Buyer shall pay any rollback taxes assessed.

8. Title.(4 It shall be a condition of Closing that title to the Property shall be good of

record and in fact, fully marketable and insurable.by a recognized title insurance company ofBuyer's selection authorized to do business in the Commonwealth of Virginia at regular rateswithout exception, except for such matters which Buyer determines, in its sole discretion, wouldnot prevent, materially impair or materially increase the cost of Buyer's intended use of theProperty. Buyer shall obtain a title report or title commitment covering the Property (the "TitleCommitment") and a survey of the Property (the "Survey") within the Study Period. Buyer shallidentify in writing to Seller on or before the expiration of the Study Period any matters reflectedon the Titte Commitment or Survey which are unacceptable to Buyer in accordance with theforegoing provisions ("Title Objections"). Seller agrees to diligently aftempt to remedy any TitleObjections identified by Buyer. [n the event that Seller is unable to cqp any such TitleObjections on or before the date of Closing hereunder, then Buyer may, at its option, either(i) terminate this Agreement by delivery of written notice thereof to Seller, whereupon Seller andBuyer shall have no further rights or obligations hereunder and the Deposit shall be retumed toBuyer, (ii) waive such Title Objections and proceed to close the transaction contemplated by thisAgreement, or (iii) extend the date of Closing for a period of time not exceeding ninety (90) daystbr Seller to remedy such Title Objections, without Buyer waiving its right to exercise either of


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the options described'in clauses (i) and (ii) above in the event that Seller is unable to remedysuch Title Objections prior to such extended date of Closing. Atl deeds of trust, mortgages,monetary liens, standard preprinted exceptions in the Titte Commitment and exceptions forinsolvency are deemed to be objections to title that (a) need not be included in Buyer's TitleObjections and (b) are to be satisfied by Seller at Closing'

(b) After the Effective Date hereof, Seller shall not (i) grant any easementsand/or rights-of-way and/or other encumbrances over or tkough the Property, (ii) enter into,amend, cancel or modiff any agreements or any Rloffers or other commitments affecting theproperty, (iii) further encurnber the Property, (iv) construct or install any improvements or allowany existing improvements or natural deposits to be wasted, removed, sold or in any wayencumbered, or (v) consent to or apply for any change in the zoning or other governmentalapproval with respect to the Property, without the prior written consent of the Buyer, whichconsent may be withheld by Buyer in its sole discretion'g. Representations and Warranties of Selter. Seller warrants, represents, andcovenants to BuYer as follows:

A. After the date of execution hereof, Seller shall not grant any easements and/orrights-of-way over or through the Property or Further encumber the Property yithout the priorwritten consent of the Buyer, which consent may be withheld by Buyer in its sole discretion'Seller further warrants that after the date of execution hereof it shalt not construct or install onthe Property any improvements and shatl not allow any existing improvements, natural deposits'resources, or vegetation thereon to be wasted, removed, sold, or in any way encumbered withoutthe prior w'ritten consent of Buyer, which consent may be withheld by Buyer in its solediscretion.


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i,u_lt**ffiLf ce"

B- Seller.has not received notice o[ any violations of law or municipat ordinances,orders, or requirements noted or issued by any governmental department or authority havingjurisdiction over? or affecting the Property; nor does Seller have any knowledge of the same.Seller shall comply with any such notices, orders, or requirements noted or issued prior to thedate of Ctos ing,pra^*al.j fil* .-"',#lr;*c r*i L //" *fd."^,/H' M4, F;;*g r^-! tl, .*f *i .d( fulA^ /r.4 4+Lfu-4 / /ra, aad.C. " All bills and claims for labor performed and materials furnished ro or for thea,t-/+Jf4 L ^44-*/enefit of the Pronertfifor all periodsfpriolto the date of Ctosing have been (or prior to the dareof Closing will bei paid in full. There are not now, nor shall there be on the date of Closing,mechanics' Iiens or materialmen's liens, whether or not perfected, on or affecting any portion ofthe Property" If there shatl be any such liens or threats of such liens, the Seller shull obtuin th"release of the sarn on or before the date of Closing.@h_ ry4*,, * ry:l fu W Ir frL +-"L at*)mation, knowledgb, and t$liee ther is no nendino'.,.--. To Seller's best information, knowledgL, and b6ii{ the pending ortlueatened condernnation or similar proceeding affecting the Property or any part thereof.

E. Seller is the sole owner of the Property and has the power to enter into thisContract and to consummate the transaction contemplated herein. Setler is lawfulty seized. of theProperty as of the date of this contract and will continue to be so seized to the date of closing.F- No special assessments have been levied or are threatened or pdnding against a1or any part of the Property and Seller has no knowledge of any intended assessments. tf anyspecial assessments are levied, threatened, or pending prior to the date of Closing, Buyer mayterminate this Contract, in rvhich event the Deposit shatl be retumed to Buyer and. thereuponneither party shall have any further rights or obligations one to the other hereunder, unless Seller,at its option, agrees to the payment o[the same out of the proceeds of Ctosing_


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G. There are no legal actions, suits, or other legal or administrative proceedingspending or threatened against Seller or the Properfy, and Seller is not aware of any facti whichmight result in any such action, suit or other proceedings; and there is no action, suit, proceeding,or claim affecting Seller or the Properly retating to or arising out of the ownership, operation, useor occupancy of the Property pending in any court or by or belore any Federal, state, county, ormunicipal department, commission, board, bureau, agency or other govemmentalinstrumentaliry; nor, to the best knowledge of Seller,,has any such action, suit, proceeding, orclaim been tlueatened-or asserted.

a.,f rld* ut^.p Al*401* :H. Thcte# no paities in possession of any portion of the Property as lessees,tenants at will or at sufferance, trespassers or otherwise.

L Any contracts, reports, surveys and other agreements or materials related to theProperty, unless cancelled and terminated as herein required, shall be conveyed and assigned freeof liens by Seller to Buyer at Closing.

J. Seller shall fully cooperate with Buyer in Buyer's efforts to secure approval of itsproposed use of the Property by signing and acknowledging all plats, applications, afFrdavits andany other documents reasonably required to obtain governmental approvals for the Buyer,sintended use.

K. Within thirty (30) days of the exeeution of this Contract, Seller shall delivercopies of all materials in Seller's possession orcontrol relating to the Property, including withoutlimitation, plats, plans, surveys, environmental reports, site assessments, title work, and similarinformation, and further including without limitation, an inventory of the personal property to beconveyed as part of this Contract, but specifically excluding matters relating to financing.

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10. Envifonmenlal Represe4tations and Wananlies of Sellet. Seller hereby expresslyrepresents and warrants to Buyer that to Seller's best knowledge no hazardous substances orhazardous materials have been released" deposited, stored or placed in, on, under or above theProperty during Seller's ownership of the Property or prior to Setler's ownership thereof, and toSeller's best knowledge no such hazardous substances or hazardous materials currently exist in,on, under or above the Property such that their existence would violate applicable laws,ordinances, statutes and regulations. As used herein,lall references to hazardous materials andraw materials, products or waste of a toxic or hazardous nature shall mean and refer to hazardouswaste as that term is defined in the Resource Conservation and Recovery Act of 1976 (42 U.S.C.$$ 6901, et- seq.), the Comprehensive Environmental Response Compensation and Liability Actof 1980 (CERCLA) (42 U.S.C. $$ 9601, et. seq.), or under any other federal, state or local law,ordinance, statute, rule or regulation, including, without limitation, any asbestos or asbestos-related products and any oils or pesticides. Notwithstanding anything herein to the contrary andin addition to any of Buyer's other remedies hereundeq Seller agrees to indemnify, defend andhold Buyer harmless from and against any and all costs, expenses, liabitities and causes of actionwhich may be incurred by puyer or asserted against Buyer (including, without limitation, clean-up costs, court costs, reasonable attorneys' fees and claims and fines irnposed by anygovelrunental agencies or third parties) in the event of a breach of Seller's representations andwananties contained in this Section 10.

I l- Representations and Warrqnties of Buyer. Buyer warrants and represents to Selleras follows:

(i) Buyer is a body politic duly organized, validly existing and in goodstanding under the laws of the Commonwealth of Virginia and has full power and authority to

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enter into this Contract and to consummate the transaction contemplated herein, The partyexecuting this Contract on behalf of Buyer has the authority to execute this Contract on BuyeCsbehalfand to bind Buyer hereunder.

(ii) Buyer has not received any actual notice of any legal actions, suits, claims,or other legal or administrative proceedings pending or threatened against Buyer which mayadversely affect Buyer's ability to consummate the transaction contemplated by this Contract-

(iii) The Buyer warants to keep thg Property free of any Mechanic's Lien for:

any work or service- prior to Ctosing by the Buyer or any of his agents, subcontractors oremployees. In the event that any mechanic's lien is filed as a result of the Buyer's activities, theBuyer shall promptly cause the lien to be dismissed by act of law or, in the event that the Buyerdisputes the validity of the lien, by equity.

(iu) All of the representations, warranties, and covenants of the Buyercontained in this Contract or in any document delivered to Seller pursuant to the terms of thisContract (i) constitute conditions precedent to Closing for Seller's benefit, (ii) shall be true andcorrect in all material respects at the date of Closing, just as though the same were rnade at suchtime, and (iii) Seller's rights to enforce such representations, warranties and covenants shallsurvive the Closing and shall not be merged into any documents delivered by Seller at Closing.

12. BuveCs Defaulh Seller's_ Renledv. In the event that all of the ConditionsPrecedent to Buyer's obligations hereunder have been satisfied or waived and Seller perfbnns allof its obligations hereunder and Buyer fails to settle on the Property pursuant to the terms hereot,then this Contract shall terminate and the Deposit shall be delivered to Seller as full liquidateddamages, in lieu of any other claims or causes of action which may be available to Seller at lawor in equity by reason of a det'ault hereunder by Buyer, except tbr Buyer's indemnity obligations

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hereunder which shall be considered separate and supplernental to any such damages; theforegoing forfeiture of the Deposit to Seller is agreed upon as liquidated damages by the' partieshereto beeause of the difficutty of ascertaining the actual damages Selter may suffer by reason o[Buyer's breach of this Contract.

13. Seller's De.fault: Buver's Reme.dy- [n the event that all of the ConditionsPrecedent to Buyer's obtigations hereunder have been satished or waived and Buyer performs itsobligations hereunder and Seller fails to settle pursqant to the terms hereof, then Buyer maypursue all rights and remedies available at taw and in equity, including without limitation,jspecific performance.

14. Litigation. [n any litigation involving this Contraet, the substantially prevailingparty shall be entitled to recovery of the costs of such litigation, including without limitation"attomefs fees.

15. Parties Bound. This Contract shall inure to the benefit of and be binding upon theparties hereto and their respective successors and assigns.

16. Applicable [.aw. This Contract shall be construed in accordance with the laws ofor applicable to the Cornmonwealth of Virginia.

17. Commission. Except for the Commission owed by Seller to Neil N. Miller, HomeTown Realtors. Buyer and Seller each warrant to the other that they have dealt with no agent orbroker with respect to the transaction eontemplated by this Agreement. In the event that anyclairn for commission or finder's fbe is brought by any prson or entity whatsoever as aconsequence of the transaction contemplated hereby and as a result of any action or omission ofeither Seller or Buyer, then Seller or Buyer (rvhichever pa(y is alleged to have committed lhe actor omission which is the basis of such claim), as the case may be, shall indemnifu, defend and

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hold harmless the other party against any [oss, cost, or expense of any nature, including, but notIimited to, court costs and reasonable attomeys' fees, arising as a consequence of such claim forthe commission or fee.

18. FIMTA- Seller represents and warrants to Buyer that Seller is not a "foreignperson" within the meaning of Section 1445 of the Intemal Revenue Code of 1986, as amended,and Seller further agrees, at settlement, to furnish Buyer an affidavit to this effect complyingwith the provisions of Section 1445 of the lnternal Reyenue Code of 1954, as amended.

19. Possession. Possession of the Property shall be given to Buyer at the Closingthereunder.

A. Lot 6 lmpfoveqgnts. Notwithstanding the provisions hereo{, Seller maysell, give or otherwise dispose of the improvements located upon Lot 6 at any time prior toclosing hereunder. The person, firm or corporation who is the recipient thereof shall have aperiod of tirne, up to 90 days after closing to move or relocate such improvements. [n the eventthe improvements are not so moved or relocated within said 90-day period, they shall be deemedabandoned, and the Purchaser may deal with them as it deems appropriate.

20. Non-Me{ee:r. The provisions of this Contract shall survive the Closing hereunderand the execution and delivery ofthe deed ofconveyance covering the Prope4y and shall not bemerged therein.

21. Severabilitv. [n the event any term or provision of this Contract should bedetermined to be illegal or unenforceable, the remaining terms and provisions shall continue infull tbrce and et-fect and shall not be rendered unenforceable.

22. Total Aereement. This Contract contains the full and final agreement between theparties hereto with respect to the sale and purchase of the Property. Buyer and Seller shall not be

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bound by any terms, conditions, statements, warranties, or representations, oral'or written, notcontained herein. No change or modification of this Contract shall be valid unless the sime is inwriting and is signed by the parties hereto. No waiver of any of the provisions of this Contractshall be valid unless the same is in writing and is signed by the party against which it is sought tobe enforced.

23. Notices. All notices, demands, or other communications that may be necessary orproper hereunder shall be deemed duly given if personally delivered, or when deposited in theUnited States rnall, postage prepaid, first class, registered or certified, return receipt requested,addressed respectively as follows:

Buyer: County School Board of Loudoun County21000 Education CourtAshbum, Virginia20148Attention: Dr. S. AdamoWith a copy to:

Seller: Aehert t.Tv. + C4Fey K, ltlllle rl?Ot7 l.rh,'|cs $*ove 'RJ,tsayls , ilJ, |oa qh ? C6tN.: I 4,Jn: lle rith a copy to: tQEBtonl Nat -La u e'tb,r| ila . t/a.' lo /POEscrow Agent: Loudoun Commercial Titte

108 South Street, S.E.Leesburg, Virginia 2Al7 5-3732

Any party hereto may change its address for notice purposes hereunder by deliveringwritten notice thereof to the other parties in accordance rvith the foregoing provisions.

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24. Risk of L"pss. The risk of loss or damage to the Property or any improvements orfixtures located thereon by fire or other casualty is hereby assumed by Seller until the Closinghereunder and the execution and delivery by Seller to Buyer of the Deed covering the Property.

25. Condennation. Seller shall give Buyer prompt notice of any actual or threatenedtaking of all or any portion of the Property by eondemnation or eminent domain prior to the dateof Closing hereunder. In the event that prior to Closing hereunder there shall occur a taking bycondemnation or eminent domain of all or any portion of the Property or a proposed conveyanceto a condemning authority in lieu of condemnation, then Buyer, at its option, may either (i)iterminate this Contract by delivery of written notice thereof to Seller, and thereupon the partieshereto shall have no further rights or obligations hereunder and the Deposit and all interestaccrued thereon shall be returned to Buyer, or (ii) proceed to Closing hereunder, in which eventSeller shal[ assign to Buyer at Closing all interest of Seller in and to any condemnation proceedsthat may be payable to Seller on account of such condemnation and thereupon Buyer shallcontrol al[ negotiations and proceedings undertaken with the condemning authority with respectto the Property; Buyer shall receive a credit at Closing in the amount of any condernnationproceeds paid (or to be paid) to Seller by a condemning authority with respect to the Propertyprior to the date olClosing.

26. Propertv Owners' Ass-ociation Disclosure. Seller represents that the Property(check as applicable) 9 is I is not located rvith in a development which is subject to the VirginiaPropefty Owners' Association Act (Section 55-508 tkough 55-516 of the Code of Virginia). Ifthe Property is within such a development, the Act requires the Seller to obtain from the propertyowners' association an association disclosure packet and provide it to the Buyer- Buyer rnayeancel this Contract within 3 days after receiving the packet or being notified that the association

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Standard

Contract

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disclosure packet will not be available. The right to receive the association disclosure packet andthe right to cancel this Contract are waived conclusively if not e xercised before Settlement. Therights afforded Buyer pursuant to this paragraph and the Act may be waived by Buyer in aseparate document.

27. Mechaniqis Lien Nptification.NOTICE

Virginia law (Va. Code Ann. r 43-l et seq.) permits persons who have performed labor orfumished materiats for the construction, removal, repair or improvement of any building or

Istructure to file a lien against the Property- This lien may be filed at any time after the work iscommenced or the material is furnished, but not later than the earlier of (i) 90 days from the lastday of the month in which the lienor tast performed work or furnished materials or (ii) 90 daysfrom the time the construction, removal, repair or improvement is terminafed.

AN EFFECTIVE LIEN FOR WORK PERFORMED PRTOR TO THE DATE OFSETTLEMENT MAY BE FILED AFTER SETTLEMENT. LEGAL COUNSELSHOULD BE CONSULTED.

28. Title Insurange Notification. The Buyer may wish at Buyer's expense to purchaseow'ner's title insurance. Depending on the particular circumstances of the transaction, suchinsurance could include affirmative coverage against possible mechanics'and materialmen,s liensfor labor and materials performed prior to settlement and which, though nor recorded at the timeof recordation of the Buyer's deed, could be subsequently recorded and would adversely affectBuyer's title to the Property. The coverage afforded by such title insurance witl be governed bythe terms and conditions thereof, and the dotlar amount of the cost of obtaining such titleinsurance coverage.

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29. Escrow. Clqsine and Settleryrent Service Guidelines. The Virginia State Barissues guidelines to help settlement agents avoid and prevent the unauthorized practice of law inconnection with fumishing escrow, settlement or closing services. As a party to a real estatetransaction, you are entitled to receive a copy of these guidelines from your settlement agent,upon request, in accordance with the provisions of the Consumer Real Estate SettlernentProtection Act. Virginia Code er 6.1-2.19 to 6.1-2.29.

30. Bu.ver's Tax [.D. .No. Buyer's tax ideptification (social security) number to beprovided to the financial institution holding the Deposit is:

31. Confidentialitv. The parties agree to keep atl of the terms and provisions of thisContract and all information obtained by Buyer confidential prior to Closing hereunder.

IN WTTNESS WHEREOF, the parties hereto have caused this Contract to be executed asof the later of the dates set forth below, which date shall be inserted on page I of this Contract.

BUYER:COUNTY SCHOOL BOARD OF LOUDOLTNCO{,JNTYBy: (sEAL)Date Name:Title:

t8


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SELLER:

Ay"il 7,Joa6/*g r,' I ?/ '?a a 6 AUa"u t< /1,1'lL-

Deposit in the amount($__.J

is hereby acknowledged this

t,

Receipt of Buyers'sday of

Date

,2006.

t9


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COMMONWEALTH OF VIRGINIACOTJNTY OF to wlt:

I, the undersigned Notary Public, in and for the jurisdiction aforesaid, do hereby certifythat as of COUNTySCHOOL BOARD OF LOUDOUN COUNTY, whose name is signed to the foregoinginstrument, appeared before me and personally acknowledged the same in my jurisdictionaforesaid.GIVEN under my hand and seal this _ - day of 2006.My commission expires: Notary Puplic

COMMON\I/EALTH OF VIRGINIACOLNTY OF Loccrlrt r'** . to wit:[, the undersigned Notary Public, in and for the jurisdiction aforesaid, do hereby certifythat HERBERT J. MILLER, JR., whose name is signed to the foregoing instrument, appearedbefore me and personally acknowledged the same in my jurisdiction aforesaid.GIVEN under my hand and seal rni, . V tu aayor *{ r t I, 2006.

My conrmissionexpires, 44 30, un?COMMONWEALTH OF VIRGTNIACOUNTY AF I r'tu,-clo "n* -,to wit:

[, the undersigned Notary Public, in and for the jurisdiction aioresaid, do hereby certifythat CAREY K. MILLER, whose name is signed to the foregoing instrumenl appeared beforeme and personally acknowledged the same in my jurisdiction aforesaid-GIVEN under my hand and seal tni" -7

tuday of

My commission expires: fi1r;l 3a, Zacl

20


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COMMONWEALTH OF VIRGINIACOUNTY OF to wit:[, the undersigned Notary Public, in and for the jurisdiction aforesaid, do hereby certiffthat as ofwhose name is signed to the foregoing instrument, appearedbefore me and personally acknowledged the same in myjurisdiction aforesaid.GMN under my hand and seal this

-day of , 2006.

My commission expires: Notarv Public\ ,:i,

2l


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EXHIBTT A. MIL-LEB PBOPERTYiMCPIs # 3 3 4 -3 6 -9 458, 3 3 4-27 - 457 2, 3 34- L 6-97 7 A, 13 5 -47 -9 5 44, 33 4 -18-5 5 3 l,

33 4-27 -9937, 33 4 -37 -3 I I 9, 3 3 4-26 -7 6 12, 33 4 -t 7 -t 4Zg, 33 5 - 48 -9 57 9,334-r 8-3383, 334-t7 -7 519All of those certain lots known and described as Lots I through 12, inclusive, containingin the aggregate 155 acres, more or less, as shown on that Plat of Boundary Survey andDivision of the Land of H. J. Jr. and C. Miller dated February 4,1983 prepared by C.Teny Titus, Bengtson, DeBell, Elkin & Titus and recorrded in the Office of the Clerk ofthe Circuit Court for Loudoun County, Virginia in Deed Book 828, atPage 754.


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HOMETOWN' RealtorsRESI DEI.ITIA L PROPEN.TY Dt SCLA I M ER STA TEM ENT

, NOT}CETOSELLER AND PURCHASERThc Virginir Rcsidcntiat Ptoprrt)' Dlclosure Acr requires the owner of certain residentialrrcalproprry, whenever rlr propcny is ro bc sold or lcascd wirh an oplion to buy, to furnish to the purchasrrcitlrcr (a) a RESIDENTIAL PROPERTY DISCIJIMER STATEMENT suring that thc owner majaes norcprescntations or warrantics as to tlrc condirion o[ r]rc propcrry, excepl as otherwise provided in rhepurchasc. conuacl, or (b) a RESIDENTIAL PROPERTY DTSCLOSURE STATEMENT disctcingdefecs in rlre condition of rlrc propcny acrually known by rhe owner. Cenain trarsfers of residenralpropcrry arc cxcludcd from this rcguircnrnr (scc thc cxcmpriors listcd on the rcversc side).+t0r+tr0l0ttl+ttt+itf 0tr | ++tti 0+t +

RESIDENTIAL PN,OPENTY DISCLA I MER ST.ATEM ENTNOTE TO OWNE[,(S): Sign this suternent only if you elecr ro letl the propcrry without represenurionsand warrantics as to irs cordirions, cxccpt as otnrwisc provided in d,c purchasc conttact; othcrwisc,completc ud sign tt)r RESIDENTIAL PROPERfi DISCLOSURE STATEMENT,hop"rry Addrcss/I*gal Dcscription:

Thc urdcrsigncd owncr(s) of rlrc real property dcscribed above make no rePrescnutions orwarranties as lo 0p cor:ditbn of tlrc rcal propcrD, or uy improvements thereon, and the purchascr wilt hreceiving rhe propcrty 'as is', rlnr is, wirh all dctecs which may exist, if any, excepl as o*rrwisrprovidcd in Oc rcal esutc purclusc contract.T}rc owncr(s) acknowlcdgc hrving ercfully examincd rlris suterncnt and funlrcr acknow)edgc rhat tlrcyh:vc bcen infonrrd of 0rcir righr-s rnd obligarioru under *re Virginia Residential Properry Disclosurc Act.

NOTE TO PURCI:LASER.{S): Thc onzrr(s) malc no rcprcscnurions wirh rcspect lo any mancrs whichrny pcrtain to parccls adjaccn to rltc sub!'cr puccl. Yur should cxercisc whalevcr duc diliger* yordccm ncctssary with rcspect rc adjaccnt parcels in accordarre with Ore terms and cordirions as rnay hcontained in rhc ral csnr purchesc conrraclt but in any eventr prior to scnlenrnt. You should exciciscwbatcvcr due diligcrrc yo.r dctm rEcssary wi*r respect ro information on any sexual offenders regisurcdundcr Chapter23 {$19.2-387 ct stq.) of Tidc I9.2, whctbcr he owner procccds under subdivision I or?of subscction A of $55-519. Such informarion may bc obrairrd by conucting your local policcdcpartrrrnt or tbe Dcperwrcnt of Snre Policc, Ccnral Crirninal Records Exchange, ar 804-6?q-2000 orwww.vs P,st at c.va.us/vsp.htm I.Tbe purchasc(s) acbrowledgc rcccip of a copy of thjs disclairrrr slatcment and furthcr achowledge $ar r.hcy havcbccn informcd of tbcir rigbtt aJod obligations rudcr rbc Vuginia Rcsidcnrjal hopcrry Disclosurc Act. [*Ibcscrighlsaud obligarions arc printcd on tbc back of rbis forrn.l

{+ln:.f.:x/,'urchaser Date


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/xF t6 lA i /H"u n t:n,"oJlsarrteriilrt /o >q/tuDisclosure of ln{glmation on Leacl-Based Paint and Lead-Based Paint Hazards

Lead Warning StatemerrtEvery purchaser (or tenant) of any lrtterest irr residential real property on whiclr a residenttal dwetling was builtprlor to 1978 ls notlfled that such property may prosant exposur to lead lrom lead-based palnt that may placeyounq chilcJren at rlsk of developlng lead poisonlng, Lead polsonlng ln young clrildren may produce permanentneurologlcal damage, Includlng learnlng dtsabilitles, recluced Intelllgence quotient, behavioralprobloms, and impalred memory. Lead polsonlng also poses a particular risk to pregnant womn, The setler orlandlord of any Interesl In residentlal real property ls requirod to provido tho buyer (tenant) with any informationon load-based paint hazards from rlsk assessrnents or inspeotions in tlre sellars (landlords) possesslon ancjnotlly the buyer (tenant) of any l


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E, William Chapman, Esq.Division Counsel

LOUDOUN COUNTY PUBLIC SCHOOLS21000 Education CourtAshburn, Virginia 20148telephone: (57 1, 252-1259facsimile: (571) [email protected],va,us

April28, 2006

of four million four hundred thousand dollars. ($4,400,000).study Period. Loudoun county Public schools will agree that the a"porit i! to beincreased. Further, Loudoun County Public Schools will agree that in the event closingdoes not occur, ten thousand dollars ($10,000) of the deposit will be forfeited to Seller.This paragraph must remain as proposed.Loudoun county Public Schools will agree to the proposed closing date, provided ithas the option to extend closing for up to 120 days if it is caught/bogged down in theapproval process. Of course, Loudoun County Public Schools agrees to promptly initiateand diligently pursue all such approvals.

VIA FASCIMILE

David H. Moyes, Esq.21 North King StreetLeesburg, VA20176

Re: Miller to Loudoun County public Schools iDear David,

Sam Adamo has asked that I respond to your letter of April 7 , 2006. He has talked with thebroker, Neal Miller.

Instead of marking up your "mark-ups", I thought the better course would be to set forth in letterform the changes acceptable to Loudoun County Public Schools and if we agree, put it then in a cleancontract.

The changes you propose on page 2 ofthe contract are acceptable.l. Purchase Price. Loudoun County Public Schools will agree to a purchase price2.

3 (c)4 (A)

Cangiano contract deposit = $100,00


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9 (B) Loudoun County Public Schools agrees that any required compliance may beaccomplished after the conclusion of the Study period. Loudoun county publicSchools will not agree tothe dollar limitation. i

9 (D). This change is acceptable.9 (H). This change is acceptable.

Please promptly let me know if these are acceptable to your clients. If they are, I will revise thecontract and get it to you.

Very truly yours,

&u. William Chapman{:cc: Sam Adamo


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Agreed to LCPS' inequitable terms and $29k/ac


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lcps corresp_millers&rackams '05-'07

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