HomeMy Public PortalAbout1962_10_11SPEC WAIVER OF NOTICE
OF
SPECIAL MEETING
OCTOBER 11 , 1962
We , the undersigned, being members of the Town Council
of the Town of Leesburg, in Virginia do severally waive
all statutory and Charter requirements as to notice of time,
place and purpose of a Special Meeting of the Town Council
and consent that the meeting shall be held in the Council
Chambers of the Town Council at 7:30 P.M. , D.S.T. , Thursday,
October 11, 1962, for the purpose of consideration of the sale
of the present airport site and such other business as may come
before the said Council.
409
Af rank R- lo, M y.r
- .le F/C-ul ins •utiter` . Peach
e. _9 Maurice R. Low#' 'ø•
h, Jr.
A * Ad ✓/�
t /iwood L. Lay f .hn W. Pum.hreyey
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Minutes. of ,the Special Meeting of the Leesburg Town Council,
October 11, 1962 -
A Special Meeting of the Leesburg Town Council was held in
the Council Chambers, Leesburg, Virginia on. October 11., 1962.
-Mayor Frank Raflo called the meeting to order at 7:35 P.M.
Councilmen present were Stanley F. Caulkins, George P. Hammerly,
Lynwood L. Lay, Hunter M. Leach, Maurice R. Lowenbach,_ Jr. and
John W. Pumphrey.
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The Waiver of Notice of Special Meeting was read and signed
by all members present.
• Upon Motion of Councilman Hammerly• seconded by Councilman
Caulkins the following .agreement between Tri-State Properties , Inc.
and the Town of Leesburg in Virginia was approved by a roll call
vote. Voting, Yeas Councilmen Caulkins., . Hammerly, Lay, Lowenbach
and Pumphrey.; Nays, Councilman Leach.
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THIS AGREEMENT , made this day of October , 1962, by and
between TRI*STATE PROPERTIES, INC. , a corporation hereinafter known
00 as the "Purchaser,"' and the TOWN OF LEESBURG IN VIRGINIA, a municipal
corporation, hereinafter known as the "Seller,"
a
WITNESSETH:
1. That for and in consideration. of the sum of FIVE THOUSAND
DOLLARS ($5,000.00) , by check in hand hereby presented', and made
payable to The Loudoun Natiohal Bank of Leesburg, Leesburg, Virginia,
Escrow Agent, which sum shall be held by The Loudoun National Bank
of Leesburg, Leesburg, Virginia, as a deposit pending settlement of
the contract ,' the Purchaser agrees- to- buy and the Seller agrees to
sell for-the • sum of TWO HUNDRED TWENTY-FIVE THOUSAND DOLLARS ($225,000.00)
a certain tract of land containing fifty-eight ( 58) acres , more or
less, and all improvements thereon, said tract being inthe town of
Leesburg, State of Virginia, 'and 'more particularly- described in Deed
Book 13 N; Page 307, in the Clerk's Office of the- Circuit Court for
Loudoun County, Virginia._ This is a sale in gross and not by the
acre. -
2. The Purchaser agrees to pay FIFTY-SIX THOUSAND DOLLARS-
($56,000.00) cash at time of settlement, of which the above deposit
of FIVE THOUSAND 'DOLLARS ($5;000.00)- is a portion. : The 'balance' of the
purchase price'°shall 'be •paid as hereinafter mentioned.
3. The Seller agrees to take back from the Purchaser a-note
or notes:"in. the.-amount of theremaining ,balance secured by a purchase
money first deed of trust'with terms as hereinafter mentioned , less
the portion- of the commission to the Agents• as hereinafter . provided ,
which shall be secured by a second- trust.
4. The •notes secured 'by 'the' first`'deed 'of. trust shall._provide
for principal:payments in seven -(7Y 'equal 'annual installments, plus
interest of six per cent (6%) per annum, payable semi-annually, on
the unpaid balance, except for the period reserved for the use. of An
airport, as specified hereinafter, with the first principal payment
due and payable one (1) year after settlement. The- privilege is
reserved to anticipate the payment of the deferred purchase money
first deed of trust note or notes at any time without penalty or '
; notice, 'said deed of trust arid •notes to -be-in the usual form as used
in Loudoun County, Virginia. - - - ' - - ' - '
5. �`The=land secured by-the` first 'deed - of trust' shall:be -re-- '
leased upon the payment of FOUR THOUSAND DOLLARS ($41000400) per -acre
for -each 'acre so requested to be released., plus accrued' interest; and
all. parcels 'to be released shall be 'contiguous' to -those 'already re- ..
leased . 211: sums -Tpaid -towards the principal 'reduct'ion of the trust
shallapply towards the release of land 'codered by- this deed -of trust •
at the aforementioned rate of FOUR THOUSAND DOLLARS ($4,000.00) per
acre and .all..•.payments for releases- shall-•a_pply toward -the next- principal
reduction. ' - " ' )
0'b
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6. The '8eller hereby agrees that a five acre parcel of land which
is the subject matter of this contract , shall not be encumbered by land,
of . trust. Said tract...of..land is more particularl-y, shown
on a certain plat attached .hereto and labeled. "Exhibit A." 411 "survey
costs required for the exception of this tract of land from the. lien of
the aforesaid, deed of trust. are to be borned by. the Purchaser, . and the
cost of all subsequent releases under the aforesaid deed of trust: shall
be borne by the Purchaser.
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7. The parties hereto agree that the Trustees to be named in the
said deeds of trust shall be George M. Martin and 'Daniel M. Lyons.
8. The Trustees named in the said first deed of trust shall be
,empowered to release .the land or tracts thereof upon the receipt of
:payment therefor , without the .necessity of the holder or holders of the
*note or notes joining therein. •
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9. The S'eller hereby agrees that the Trustees under. the deed •
of trust shall execute deeds of dedication, upon the request of the
Purchaser , relating to subdivision and resubdivision of said land , and
deeds of release. for public utility easements in order to allow said
land to, be divided into building lots and streets dedicated to public
use where .such are notinconsistent or contrary to the Subdivision and/
or Zoning Ordinances of the Town of Leesburg, without curtailment.of the
principal indebtedness. The said Trustees named in the trust are hereby
directed to join in said deeds of dedication relating to subdivisions and
resubdivisions of said land and deeds of release for public utility
easements without the necessity of the authorization of the holder or
holders of the notes.
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' 10. The Seller hereby stipulates that the Town of Leesburg' s
water and . sewer system are located in relation to the aforesaid tract, •
as more particularly. shown on a certain plat which is'.attached hereto
and labeled "Exhibit B," which plat shows both the location and size:
of existing water and. sewage facilities. -
11. This property shall be conveyed to the Purchaser free and
clear of any and all liens of any kind of: nature , and free of any, charges'
for sewer and water lines in existence as of the date hereof., whether'
assessed or not.
12. The Seller warrants that there are no covenants on said land
which is the subject matter of this. contract which would prohibit its
use as zoned .. If. such covenants be found prior to settlement, then this
contract may be declared off at the option of the Purchaser and the
deposit returned to the Purchaser.
13.. The Purchaser shall have the right to go upon ,the property
at his own risk .to' make the. necessary engineering, building. and soil
test studies prior to- settlement and possaession, • but such tests shall
not interfere with the airport operation. In the event that such studies
do not turn out to be satisfactory to the Purchaser, he may, within
sisty (60) days of the date of acceptance of this contract.,..notify. the
Seller by..registered mail- of his cancellation of this contract . and have •
his deposit returned in full. •
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14. The Town reserves the right 'to request appropriate rights-
of-way for streets , water and sewer lines.
15. ' It is hereby agreed that title to said tract of land is to
be insurable , free of any exceptions by a recognized title insurance .
company, or the sale is to be declared off at the 'option of .the Purchaser
and the deposit. ixxiccxhaxreturned . However , should there be any defects
of, title of such a nature that they can be corrected by proper and ,ef-
ficient. legal action, then the Seller shall have the option to clear said
defects within six'months. after it is notified in writing of said. defects.
In the event said Seller does not desire, or is unable to cure said
defects, itshall have the option to terminate this contract without .pen- .
alty. The Purchaser hereby agrees that it will notify, in writing, the
Sailer within sixty (60) days prior to closing of any defects in title
and , in the event said Purchaser does not so notify the S&ller , it shall
be considered that said defects are waived.
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107:
16s. .,In the. event that all of the conditions .set foith herein are
complied with and. the Purchaser fails to settle in accordance with the-
provisions of this contract , the deposit shall be forfeited one-half
to the Seller, .one-half _to the. Agent , and such -sum shall be' considered
liquidated: damages and the Purchaser shall be relieved of all further
liability- byyvirture of this contract.
.... 10.::-All taxes, utilities., sewer and water charges. are. -to be _pro-
rated at the1time the Seller has the right of full possession.
•18.'. Purchaser shall have the right ,. when full possession is given,
to raze:-any and all improvements on the land and said provisions shall
be incorporated in the deed of -trust.
19. •• The, Sel1er reserves the right to use the area to be covered . '.
under the lien of the, deed of trust beyound the date of settlement for
anyairport, but such use and possession shall be discontinued within
twelve (12) . months . from the date. of the settlement. After settlement,
the Purchaser :is exempt from interest payments to the noteholder during
the period of ;time the Seller uses the land for anyairport. Possession
will be given :at settlement of. the five .acre tractlmentioned in:Paragraph
6 hereof. However, so long as said Seller. has possession anduses the_
00remaining_ land for-. anyairport , the Purchaser shall not use said five •
a; acre parcel of: land.. in. such a .manner as to interfere.with normal air-
t-. port operations., however, this restriction shall, not prevent the
erection of apartment buildings on said five ( 5) acre tract.
n: 20. .Settlement shall be made under .this contract within ninety
( 90) days of the date that all contingencies in this contract are met
and complied with. However , in no event shall this contract be binding
upon the parties .hereto any, later than -May 14, 1963. - 'In the. event
said contingencies are not met by that date , • then either party hereto
shall have. the option' of declaring this contract null and void and the
Pur.chasershall. be. entitled to the return of its• deposit.. Settlement
upon this contract shall_be conducted in the• T'own-of Leesburg, Leesburg,
Virginia. . -
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. •.21. The risk .of loss or damage to said 'premises by . fire• or
other casualty until-the delivery of the deed of bargain' and sale is
to be assumed by the Seller. 4 .
22. The S'el]e.r ;agrees ' to furnish and convey :the above described
property with .a Qeneral Warranty Deed , complete with. Federal Revenue
Stamps. Examination. of title, survey, notary fees and all recording ..
charges,..including those •of purchase money trust ,- will. be at the cost
of the Purchaser. . . ,
23, , Any conditions :of this contract that cannot be completed or
terminated-upon the execution and- delivery of the deed -of 'bargain and - sale
shall survive the .execution. and delivery of said deed.
24. Upon recordation of the deed for said land in the Office
of the Clerk :of the Court of Loudoun County Virginia, The Loudoun
National Bank;:of..Leesburg,•Leesburg, Virginia, Escrow Agent ; is -authorized
and directed 'to .pay _and deliver .said cash deposit of-FIVE THOUSAND
DOLLARS ($5,000.00) to the settling attorney.
.25, .Any notices to .be mailed .pursuant to the provisions of
this contract after acceptance should be sent as follows:• • •
Town.:of- Leesburg, Attention: . George P. Hammerly-
- Leesburg,. Virginia .
Tri-State_ Properties -: • -'729 - 15th! Street , . N.W. '
Washington, a.C. , .
26. „ The. Seller herby agrees to be .responsible for all. Town
taxes during the period of time that the Seller retains possession of
the property ' . . .
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:This. contract •is.slso .contingent upon the. following, .
to-wit: . . •
� . . : . .
•(a)_•rThat .Arthur.'M-. •Godfrey, ,Mary. B. Godfrey. and, C. ,Leo DeOrsey
enter into a contract, with. the Purchaser, hereoff.or _the. sale of
certain tracts of land contiguous with and located 'to• the.west. and
southwest of this subject land , bounded by Route #7 on the south, the
land of: Ar.l :Curry. and•;others on. the- west , and Edwards Ferry- Road and
others on the north-.- . : - . •
- (b): That: the .said -Seller• is able to obtain title to a tract
of land located- within- Loudoun.. County,. Virginia,• upon terms satis- - -
factory to it, said tract of land being suitable: for•.the use- at-an-
airport , and having the. approval for the use as an airport by the
Federal Aviation Agency , the Virginia State Corporation Commission,
and,.any. and all. other governmental bodies concerned. -
. _ -.
. (c) The. aforesaid tract. of land' shall also- receive -approval •
by the Federal. Aviation Agency of "airspace." . • - - -
(d).... The 'execution. of -the- release of=•any -right, title- and- -
interest: in. the .aforesaid . land , :which is . the subject- of this - contract,
by Arthur M.;Godfey ,.. Mary, B. Godfrey and the• Godfrey Foundation, ---• <;
Incorporated• on terms 'satisfactory:,to; Seller. so that- the Seller- is--
able to convey •title to the• Purchaseri.free of such interest. • ---
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( e) That no suits have been filed in any Courts challenging
the validity of:• the- sale, or- iniregard.. to the. approval-required.•in
Paragraph 27(b) . above. . I _ - .
• 28. , It is: hereby agreed that .•in the: event the aforesaid- con-
tingencies are not; fulfilled,. this contract--shall .become-null and
void and- both; parties• shall be relieved -of any liability in -regard
to the same, and. The: Loudoun National-Bank of Leesburg,t Leesburg, . •
Virginia'., is directed - to -return. the deposit •of.:FIVE THOUSAND DOLLARS
($5,000.00) to the Purchaser.
29. ,-1T7ie Purchaser :covenants_ and. agrees.-that Pond and Wallace,
Realtors, , and Investor-Service;- Inc. are.•the: sole procuring cause •
of this contract and- that it shall hold the Seller. free and harmless
from the claims of any. other real estate broker , including costs ,
expenses._of litigations and attorney fees,• in the event any other
broker claims, a .commission -on-.this sale. - • -
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30. The Seller agrees that in the event said sale- is -actually
consummated and the papers are recorded passing title to• the Pur-
chaser, Tri-State Properties , Inc. , a corporation, and the Seller
receives the ;amount. in cash due- it under - said-contract , - and the, :
negotiable .promissory note or notes- which are to be taken as part
of the purchase price,..then .at that time, said -Agents- shall be en-
. titled to receive on an equal basis , a commission of ten per cent
(10%) -of -the sales price. -
31. .Said commission,shall • be paid- as follows, --to-wit: • the- -
sum..of ELEVEN THOUSAND TWO.HUNDRED. FIFTY -DOLLARS ($11,250.00) in :• -
cash at the closing which shall be paid to Investor- Ser.vioe; •Inc.
as its full commission, and the balance of said commission, to-wit::
ELEVEN THOUSAND, TWO -HUNDRED FIFTY .DOLLARS .($11,250.00) , -shall be•
represented by a :second .trust securing, a note -or -notes -in the 'usual•-
form, secured on the aforesaid property which has previously been
encumbered by the first deed of trust. - Said second trust executed '
by the Purchaser shall secure a .note or notes in the amount of
ELEVEN THOUSAND TWO HUNDRED FIFTY DOLLARS ($11 ,250.00) and bear
interest at six per .cent .(6%)- payable -semi-annually and provide •
for principal payments in three .(.3) equal installments. The amount
of said second trust shall reduce the amount due under the first
trust due the Seller as provided in Paragraph' 3 of this contract.
32. The Trustees under said second deed of trust shall-'also
be George M. Martin and Daniel M. Lyons and they shall have the same
power as heretofore provided in Paragraphs 5, 8 and 9 of this contract
however , the land shall- be released at the rate of TWO HUNDRED TWENTY-
FIVE DOLLARS ($225.00) per acre.
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33 - In the event the aforesaid deposit of FIVE THOUSAND DOL-
LARS ($5,000.00) which is placed in escrow in The Loudoun National
Bank of Leesburg, Leesburg, Virginia. is forfeited by said Purchaser,
then the Agents shall be .entitled to one-half of said deposit in
fulksatisfaction' of •any. claim for real estate commission.
34. . In the event this aale is-not actually consummated , with
the papers recorded and the consideration passing, said Seller, the
Town of Leesburg in Virginia, shall not be responsible for any com-
mission of any kind or nature, other than heretofore specified
in Paragraph. 33 of this contract.
WITNESS the following signatures and seals:
• TOWN OF LEESBURG- IN VIRGINIA
( SEAL) By
Mayor
Attest:_. _
By
Town Manager
Recorder
CC _
C3 a
Accepted this day of , 1962, pursuant to
L11 Resolution of the Board of Directors duly authorizing the same.
CC
CC
TRI-STATE PROPERTIES, INC.
( SEAL) By
President
Secretary
POND AND WALLACE
By
INVESTOR SERVICE, INC. -
( SEAL)
By
Attest:. _ • President
Secretary
Upon. Motion of Councilman Pumphrey; seconded by Councilman
Lowenbach and there being no further business to come before the
council at this time the meeting was adjouned with the general consent
of the Council__at 8:30 P.M.
Mayor
Recorder
The meeting of the Town Council, Leesburg, Virginia reconvened
at 9:00 P.M. , October 11 , 1962.
Mayor Raflo called the meeting to order at 9:00 P.M.
Councilmen .present were Stanley F. Caulkins, George P. Hammerly,
Lynwood A. Lay , Hunter M. Leach, Maurice R. Lowenbach and John W.
Pumphrey.
In the absence of the Recorder, Councilman Hunter M. Leach
was appointed Recorder Pro-Tem.
1 ti)
Upon Motion of.Councilman Hammerly; seconded . by Councilman
Pumphrey the following resolution was approved unaminously. by a roll
call vote.
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BE IT ,RESOLVED by the?Council for the Town of Leesburg, that:
the Town. Manager and the Mayor be authorized and directed to authenticate
the agreement . between ,Johnson .and Williams, Engineers, Washington, D.C.
the contract attached hereto. . - •_
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Contract ,attached . •
Upon Motion of Councilman Hammerly; seconded by Councilman
Pumphrey and there being no further business to come before the Council
at this time the meeting was adjourned with the general consent of the
Council at. 9:03 P .M.
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Mayor •
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Recorder