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HomeMy Public PortalAbout1963_04_29SPEC ti WAIVER OF NOTICE OF SPECIAL MEETING APRIL 29, 1963 We, the undersigned, being members of the Town Council of the Town of Leesburg, in Virginia, do severally waive all statu- tory 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 8:00 P.M. , Monday, April 29, 1963, for the pur- pose of discussing the sale of the Airport property and for the awarding of contracts for the Pump House construction and the laying of water line at the Paxton Home , and any such other busi- ness as may come before the said Council. prank Raflo, - or 400f /6?0'.49.10 /� - . _/ri tel.! ��-.� ta• • ulkins Inter M: Lech L /Creyee:e //(.24Lee2e44 eorge Hammerly. Mau,Fice R. Low,nbach , Jri/, ynwood L. Lay � /John W. Pumphrey 1 1 1 5 ) Minutes of the Special Meeting of the Leesburg Town Council, April 29, 1963 A Special Meeting of the Leesburg Town Council was held in the Council Chambers , Leesburg, Virginia on April 29, 1963. Mayor Frank Raflo called the meeting to order at 8: 10 P.M. Councilmen 'present were Stanley f . Caulkins , George P, Hammerlyi Lynwood L. Lay, .Hunter M. Leach, , Maurice R. Lowenbach, Jr. and John W. Pumphrey. The attached Waiver of Notice of Special Meetings was read and ' 'signed by all .members present. The Town Manager gave the report of bids on the Extension to Water System and the Paxton Well Pump House. Upon Motion of Councilman Lowenbach; seconded by Councilman Hammerly the following resolution was approved by roll call vote. Voting Yeas, Councilmen Caulkins , Hammerly, Lay, Lowenbach and Pumphrey;• Nays , Councilman Leach. BE IT RESOLVED by the Council for the Town of Leesburg that Perry Engineering Company of Winchester, Virginia be awarded Contract III - Extension to Water System, consisting of furnishing and installing ap- proximately 1600 lineal feet of 8-inch cast iron pipe and 40 lineal feet of 6-Inch cast iron pipe , complete with valves , fire hydrants and fittings , subject to the recommendation of Johnson and Williams , Consulting Engineers, at their low bid of $9,700.90 , BE IT FURTHER RESOLVED , that the Mayor and Town Manager be and they are herebyauthorized to execute the necessary contracts. Upon Motion of Councilman Lowenbach; seconded by Councilman the following resolution was approved by roll call vote. Voting Yeas , Councilmen Caulkins, Hammerly , Lay, Lowenbach and Pumphrey; Nays , Councilman Leach, BE IT RESOLVED by the Council for the Town of Leesburg that Algar, Incorporated of Falls Church, Virginia be awarded Contract I - Paxton Well Pump House, consisting of furnishing all materials and constructing a well pump house in strict conformance to the plans and specifications subject to the recommendation of Johnson and Williams, Consulting Eng- ineers; at their low bid of $8,478.00; BE IT FURTHER RESOLVED , that the Mayor and Town Manager be and they are hereby authorized to execute the, necessary contracts. The Airport Committee gave a report to the Council concerning the possible sale of the Airport to Aaron A. Paulson. Upon Motion of Councilman Lowenbach; seconded by Councilman Hammerly the following resolution was unamintusly approved by roll call vote. BE IT RESOLVED , by the Council that the Escrow Fund held by The Loudoun National Bank of Leesburg shall be released by said Bank to Tri-State Properties , Inc. and that the Mayor be and he is hereby authorized to enter into any and all releases which shall be approved by the Town Attorneys and upon the execution of appropiate releases by Tri- State Properties , Inc; and BE IT FURTHER RESOLVED , that we do hereby release the Town of Leesburg from all calaims for Commission on sale to Tri-State Properties. WITNESS THE following signatures and seals this 29th day of April, :1963. /s/ Burke W. Pond ( SEAL) /s/ John A. Wallace (SEAL) Special Meeting April 29, 1963 1 6 1 Upon Motion of Councilman Lowenbach• seconded by Councilman Pumphrey the Mayor was authorized to sign the following agreement for the Town of Leesburg. The approval of this was by a unaminous , roll call vote. • THIS AGREEMENT, made this 29th day ofApril, 1963 , by and between JOHN A... WALLACE and AARON A. PAULSON, hereinafter known asithe Purchaser and the TOWN OF LEESBURG, IN VIRGINIA, a municipal corporation, herein- • after known as the Sells*, _. • WITNESSETH: II1. That for hnd in consideration of the sum of FIV' THOUSAND DOLLARS ($5,000.00) by check in hand hereby presented , andmade payable to George M. Martin andCarleton Penn of Leesburg, Virginia, Escrow Agents, which sum shall be held by the said Escrow Agents 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 Thirty=Two Thousand Dollars: $232,000.00), a certain tract of land containing fifty-eight ( 58) acres , more or less , and all improvements thereon, said tract being in the 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 of Loudoun County, Virginia. This is a salejin gross 00 and not by the acre. d': t- 2. The Purchaser agrees to pay SIXTY THOUSAND DOLLARS ($60,000.00) C-7 cash by May 14, 1983, of which the above deposit of FIVE THOUSAND CC DOLLARS ($5,000.00) is not a portion, said cash payment to be an CC advance to he Tow,n,of Leesburg to be secured by a first deed of trust._andthet on . the Leesburg Airport to bear no interest and to be returned with the deed of trust and note properly receipted and cancelled to the Town of Leesburg on or before August 24, 1963. The Deed of Trust and notes shall• provide •that the land shall be the sole security for the advance of SIXTY THOUSAND DOLLARS ($60,000.00) . The Trustees to be selected the parties secured . The Purchaser agrees to pay SEVENTY FIVE ATHOUSAND DOLLARS , ($75,000.00) �at settlement of which the aforesaid SIXTY THOUSAND DOLLAR ($60,000.00) advance is a part, with the balance of the purchase price to be paid as hereinafter mentioned . 3. At time of settlement the Sellr agrees to take back from the Purchaser .a note or notes in the amount of the remaining balance secured by a purchase money first deed of trust with terms as herein after mentioned . . 4. The note secured by the first deed of trust shall' provide for principal payments in seven ( 7) annual installments , plus: 'interest at six per cent (6%) per annum, interest payable semi-annually on the un- paid 'balance• except for the period reserved for the use of ari airport as specified hereinafter, with the first principal payment due and payable one year after possession. The annual installments 'for the first two (2) years shall .be at the rate of Ten Thousand Dollars ($10,000.00) per year and thereafter for the remzining five ( 5) years of said note, . they shall be payable in five ( 5) equal annual installments in order to pay said note in full at the end of said period . 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, and said deed of trust and notes are to be in the usual form as used in Loudoun County, Virginia. ' 5. The land secured by the first deed of trust shall be released - upon the payment of FIVE THOUSAND DOLLARS .($5,000.00) per acre for IIeach acre so requested to be released , plus accrued interest , and • all parcels to be released shall be contiguous to those already re- leased. All sums paid towards the principal reduction' of the trust . shall apply towards the release of land covered by the deed of trust, at the -aforementioned rate of FIVE THOUSAND DOLLARS ($5,000.00) per, - acre, and all paykents for releases shall apply toward the next prin- cipal reduction. 6., The Seller hereby agrees that Fifteen (15) acres of land, which is the subject matter of this contract , shall not be encumbered by the aforesaid deed of. trust. Said tract or tracts of land to be selected by the Purchaser prior to settlement. However, said tract or tracts of land selected the the Purchaser shall not include more • than-two-thirds (2/3) of the road frontage on Edwards Ferry Road or Virginia' State Route No. 773. All survey costs required for the ex- ception of said tract or tracts of land or for the release of any • 1-62. subsequent tracts of land from the lien of the aforesaid deed of trust are to be borne by the Purchaser , and all costs and expenses for releases under the aforesaid deed of trust shall be borne by the Purchaser. 7. The parties hereto agree that the Trustees to be named in the said Purchase Money Deed of Trust shall be George M. Martin and James A. Pierpoint, Jr. • 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 pay- ment therefor, without the necessity of the holder or holders of the note or notes joining therein. . 9. The Seller 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 not inconsistent or contrary to the- Subdivision and/ or Zoning Ordinances of the Town of Leesburg , without curtailment of. the prineLipal indebtedness. ' The said Trustees named in the trust are here- by directed;to join in said deeds of dedication relating to subdivisions and resubdivision 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 . . 10. This property shall be conveyed to the Purchaser free :and clear of any and all liens of any kind or nature, and free of any charges for sewer and water lines in existence as of the date hereof , whether as- sessed or not. • 11. It is hereby agreed that title to said tract of land is to be insurable, free of any exceptions by a recognized title insurance co- mpany, or the sale is to be declared off at the option of the Purchaser, and the deposit returned. However , should there be any defects- of title of such a nature that they can be corrected .by proper and efficient legal action, then the SellEr shall have the option to clear said defects within three (3) 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 , it shall have the option to terminate this contract without penalty, and the deposit and the SIXTY THOUSAND DOLLARS ($60,000.00) loan will be returned to the Purchaser. The Purchaser hereby agrees that it will notify in writing , the Seller withing one day prior bo the advance of the aforesaid Sixty Thousand Dollars ($60,000.00) of any defect in title , and in the event said Purchaser does not so notify the Seller, it shall be considered that said defects are. waived . • 14. In the event all the conditions set forth herein are 'complied with and .the Purchaser fails to settle in accordance with the provisions of this contract , the deposit hereinafter mentioned shall be forfeited , one-half to- the Seller and one-half to the Agent , and the aforesaid deed of trust and notes executed by the Seller shall be cancelled and returned to the Belli', which said sum shall be considered liquidated damages. Time is stipulated to be of the essence in this. contract. 13. All taxes , utilities , sewer and water charges are to be pro- rated at the time the Purchaser has the right of possession. 14. Purchaser shall have the right , when full p ssession is given, to raze any and all improvements on the land and said provisions shall be incorporated in the deed -of tfust. 15. _The Seller reserves the right beyound the date of settlement for an airport , but such use and possession shall be discontinued with- in Twelve months of the date of settlement of August 24 , 1963, aid the. Sel]r further agrees to discontinue the use of said land as an airport as soon as possible. It is hereby stipulated and agreed that interest: on the notes that the Seller shall receive from the Purchaser shall not bear interest until the date that the Seller vacates and discontinues the use of said property as an airport, however , said date shall not-be . after August 24, 1964. Possession will be given at settlement of the Fifteen acre tract mentioned in Paragraph 6 hereof , however , so long as said Seller has possession. and use of the remaining land for an air.- port, the Purchaser shall not use said Fifteen acre parcel or parcels of land in such a manner as to intefere with normal airport operations. 16 3 . • 16. Settlement shall be made under this contract on or .be- fore August 21+, 1963, qr earlier at the option of the Pir .chaser. • Settlement on this contract shall be conducted in the Town of Leesburg , Virginia t the office of an Attorney to be selected by the Purchaser. 17. 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. • 18. The Seller agrees to furnish and convey -the above de- scribed property with a General Warranty Deed , complete with Federal II Revenue Stamps. Examination of title , notary fees and all recording charges , -including those of purchase money trust, will be at the cost of the Purchaser. • 19. Any conditions of this contract which cannot be com- pleted or terminated upon the execution and delivery of. the: deed of bargain and sale shall- survive the execution and delivery of said deed . 20. Upon recordation of the deed for said Land in the Office 00 of the Clerk of the Circuit Court of Loudoun County, Virginia, the Cr.' Escrow Agents , to-wit: George M. Martin andCarleton Penn, are U- authorized and directed to pay and deliver said cash deposit of L•7 FIVE THOUSAND DOLLARS ($5,000.00) to the Purchaser. CC CZ 21. The Seller hereby agrees to be responsible for all Town taxes during the period of time that the property hereinbefore mentioned is used by the Seller for an Airport. 22. The Seller hereby covenants and agrees and this con- tract is contingent upon the land which is the subject matter of this contract being zoned at. the date of settlement or August 21+, 1963, as it is of this date. U 23. It is hereby stipulated and agreed between the Seller and the Purchaser, and the Seller hereby covenants that at any time up until January 1, 1970, if the Seller is unable or unwilling to supply adequate water ansewage services to said tract of land at rates and conditions in accordance with existing ordinates and on the same basis that other inhabitants of said Town of Leesburg are then being furnished , then? at that timeoten said Town is unable or unwilling to furnish said tract of land with the aforesaid water and sewage services , there shall be a moratorium on the payment of • any interest or principal reductions on the notes secured by the deed of trust for the period of time that said services are not available , and said moratorium shall continue so long as said tracts of land are not supplied -with said services , however, when said services are available and said Town notifies in writing the Purchaser that they will furnish the aforesaid services , then said moratorium shall be terminated and the aforesaid interest and prin- cipal payments shall commence. 21+. The Purchaser covenants and agrees that Pond and Wallace, Realtors , is 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 litigation and attorney fees , in the event any other broker claims a commission on this sale. 25. The Seller agrees that in the event said sale is actually consumated and the papers are recorded passing title to the Pur- chaser , and the Seller receives the amount in cash due it under said contract , then at that time said Agents shall be entitled to receive a commission of Twenty-Two Thousand Five Hundred Dollars ($22 ,500.00) . 26. Said commission shall be paid in cash at settlement. The settling attorney is authorized and directed to pay said commission to the Agent from the proceeds cff the sale. 27. In the event the aforesaid deposit of FIVE THOUSAND DOLLARS ($5,000.00) which is placed in escrow in the hands of George M. Martin and Carleton Penn, Attorneys , is forfeited by said Purchaser, than the Agent shall be entitled to one-half of said deposit of FIVE THOUSAND DOLLARS ($5,000.00) in satisfaction of any claims for real estate commissions. I64 -28. This contract is contingent upon Arthur M. Godfrey -and Mary F. Godfrey andC . Leo D'Orsay and/or The Arthur M: Godfrey Foundation, a Maryland Corporation, executing , delivering andallowing the said Town of •Leesburg, in Virginia, the Seller ; to record among the -Land - Records of Loudoun County, Virginia, a valid release and extinguishment of all the aforesaid Arthur M. Godfrey and Mary F. Godrey and C. Leo D' Orsay and/or The Arthur M. Godrey Foundation, Inc. ; a Maryland Corp- oration, right , title and interest in and to the aforesaid tract of land , including any and all leasehold interest are extingusihed prior to May 14, 1963 , ssthat the fee simple indefeasible title is vested in the Town of Leesburg prior to the aoresaid date of May 14, 1963, and upon terms agreeable to the Seller. • 29. In the event the Seller is unable to close on or before Aug- ust 24, 1963, the Purchaser shall be entitled to the return of the de posit of Five Thousand Dollars ($5,000.00) and in addition thereto , the Seller hereby agrees to return the aforesaid advance of SIXTY THOUSAND DOLLARS ($60,000.00) ; by; November 24, 1963, and the Seller and Purchaser shb'll be then relieved of any liability under this contract. 30. It is agreed that this contract is not assignable. • WITNESS THE FOLLOWING signatures and sealsr • - /s/ John A. Wallace /s/ Aaron A. Paulson • POND AND WALW CE , REALTORS ' By /s/ Burke W. Pond Accepted this 29th day of April, 1963. • THE TOWN OF LEESBURG, IN VIRGINIA • By: /s/ Frank Raflo • Mayor (SEAL) Attest: • /s/ H.- Frederick Mang Recorder • Upon Motion of Councilman Hammerly; sedonded by Councilman Pumphrey and there being no further business to come before this session of the Council said session was adjourned with genera consent at 8: 55 P.M. • d/ A MAYOR • • Recorder • 1 •