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Home My Public Portal About2003_05_28_r092 Ratifying Purchase of Moose Lodge Property at Leesburg AirportThe Town of Leesburg, rg ma pREsENTED May 28, 2003 RESOLUTION NO. 2 0 0 3 - 9 2 ADOPTED May 28, 2003 A RESOLUTION: RATIFYING AN AGREEMENT BETWEEN THE TOWN OF LEESBURG AND LEESBURG MOOSE LODGE NO. 1041 TO PURCHASE 3.5585 ACRES OF LAND ADJACENT TO LEESBURG EXECUTIVE AIRPORT FOR $275,000. WHEREAS, the FAA-approved Master Plan for Leesburg Executive Airport includes the purchase of 3.5585 acres of land owned by Leesburg Moose Lodge No. 1041; and WHEREAS, the purchase of this land is important for safety and operational reasons; and WHEREAS, the purchase is funded in FY 2002 as part of the FY 2002-2006 Program; and WHEREAS, the negotiated purchase price is $ 275,000; and WHEREAS, ninety-eight percent of this purchase price, or $269,500 is reimbursable to the town through federal and state grants; and WHEREAS, the airport director and the airport commission recommend adoption of this resolution. THEREFORE, RESOLVED by the Council of the Town of Leesburg in Virginia that the agreement to purchase 3.5585 acres of land owned by Leesburg Moose Lodge No. 1041 is herby ratified and the town manager is hereby authorized to execute any other instruments to perfect the sale. PASSED this 28th of May 2003 ATTEST: ..lerk of Council purchase moose property ~'~qi'( .. Um~]attd, Ma~ ~ Town of Leesburg AGREEMENT OF PURCHASE AND SALE THIS AGREEMENT, dated as ofthe~d'~ of ~.~,~- ~ ,2003, between LOYAL ORDER OF MOOSE, INC., LEESBURG MOOSE LODGE No. 1041 (the Sellers), and the TOWN OF LEESBURG, VIRGINIA, a Municipal Corporation (the Purchaser), provides: ARTICLE I PURCHASE AND SALE: PAYMENT OF PURCHASE PRICE (1) Purchase and Sale_. The Sellers agree to sell and the Purchaser agrees to acquire for the sum of Two Hundred and Seventy Five Thousand Dollars ($275,000.00), (the Purchase Price) and in accordance with the other terms and conditions set forth herein a certain lot, piece or parcel of land containing a total of 3.5585 acres or 155.006 square feet, together with all improvements thereon and appurtenances thereunto belonging, being the same property acquired by the Sellers as recorded among the land records of Loudoun County, Virginia at Deed Book 1067 at Page 1410,Loud0un County Tax Map 60-17, PIN 192-35-8845, (the Property). (2) Payment of Purchase Price. The Purchase Price shall be paid to the Sellers in the following manner: (a) The Purchaser shall receive a credit against the Purchase Price in an amount equal to the Deposit (as defined herein). Upon the execution hereof, the Purchaser shall pay to Walker Title and Escrow Co. Inc. (the Escrow Agent), in escrow, the amount of Two Hundred Fifty Dollars ($250.00), (the Deposit), to be held in an account and (i) either paid to the Sellers (a) after Closing (as defined herein) or (b) upon wrongful breach by the Purchaser (which shall be Sellers's sole remedy hereunder), or (ii), paid to the Purchaser upon termination &this Agreement. (b) The Purchaser shall pay the balance of the Purchase Price, as adjusted by the prorations and expenses required hereunder, to the Sellers at Closing by Purchaser's corporate check. ARTICLE H SELLER'S REPRESENTATIONS, WARRANT[ES AND COVENANTS The Sellers hereby makes the following representations, warranties and covenants with respect to the Property. If any of such representations is not true when made or at closing (or if then made), Purchaser may elect terminate this Agreement and receive back the deposit. -2- (1) Environmental Matters. To the best of' its knowledge, (i) no hazardous or toxic waste is or has been used, generated, stored or disposed of on the Property, (ii) the Property and the Sellers comply fully with all environmental laws and (iii) the Sellers know of no claim or proceeding against the Sellers or the Property with respect to environmental matters. ARTICLE HI TITLE MATTERS At closing, title to the Property shall be good and marketable of record and in fact, or Purchaser may elect to clear title by exercise of its power of eminent domain and deduct the cost thereof, including any award, from the proceeds of sale. However, reasonable time, not to exceed six months, shall be allowed the Sellers to correct any defects reported by the title examiner. It is understood that the property is to be conveyed subject to any easements or restrictions of record now thereon. ARTICLE IV CLOSING (1) Closing. Closing (Closing) shall be held at the offices of Walker Title and Escrow Co. Inc., within Forty Five (45) days following final acceptance of this contract by all parties. Time is of the essence. (2) Sellers Deliveries. At or prior to Closing, the Sellers shall execute in favor of the Purchaser all of the following instruments, in form and substance satisfactory to the Purchaser, each of which shall have been duly executed and, where applicable, acknowledged on behalf of the Sellers: (a) a deed, with general warranty and English covenants of title, with a metes and bounds legal description and a survey of the Properl3,, (the Deed), (b) such agreements, affidavits or other documents as may be required by Purchaser's title insurance company to issue an owner's title insurance policy for the property with no exception for mechanics liens and/or rights of third parties to possession, (d) an affidavit, stating that the Sellers are not a foreign entity under the Foreign Investment in Real Property Tax Act, and (d) an affidavit, stating the information necessary for the Purchaser to comply with Section 6045 of the Internal Revenue Code. (3) Closing Costs. The Purchaser shall pay the cost of examining title, the title insurance preminm, the grantee's tax, preparing the survey and all costs of preparing and recording the Deed. Except as is otherwise provided in this Agreement, each party hereto shall pay its own legal fees and expenses. (4) Expense Allocations. All taxes, insurance, rents and interest arc to be adjusted to date of closing. -3- ARTICI.E V TERMINATION RIGHTS (!) Termination by Purchaser. If any conditions for Purchasers benefit set forth herein will not be satisfied prior to Closing, or upon the occurrence of any other event that would entitle the Purchaser to terminate this Agreement, the Purchaser at its option, may elect either (a) to terminate this Agreement, in which event the Deposit forthwith shall be returned to the Purchaser and all other rights and obligations of the Sellers and the Purchaser hereunder shall terminate immediately, or (b) to waive its right to terminate and, instead, to proceed to Closing. If the Purchaser terminates this Agreement as a consequence of the Sellers misrepresentation, breach cfa warranty or covenant by the Sellers or failure of the Sellers to perform its obligations hereunder, the Purchaser shall retain all remedies accruing as a result thereof including, but not limited to, the right to specific performance of this Agreement. (2) Rights and Remedies. The Sellers' sole remedy against the Purchaser for the Purchaser's failure to perform its obligations under this Agreement shall be limited to the Sellers' right to receive the Deposit. ARTICLE VI MISCELLANEOUS PROVISIONS (1) Completeness; Modification. This Agreement constitutes the entire agreement between the parties hereto with respect to the transaction contemplated hereby and supersedes all prior understandings and negotiations. This Agreement may be modified only by a written instrument duly executed by the parties hereto. (2) Successors and Assigns. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns. (3) Governing Law. This Agreement and all documents referred to herein shall be governed by and construed and interpreted in accordance with the laws of the Commonwealth of Virginia. (4) Notices. All communications hereunder shall be in writing and shall be delivered by hand, or sent by the United States mail, certified, postage prepaid, return receipt requested, to the addresses designated below. Sellers Address for Notices: Loyal Order of Moose, Inc. Leesburg Moose Lodge No. 1041 P. O. Box 789 Leesburg, Virginia 20178-789 -4- Purchaser's Address for Notices: Doug McNeeley Airport Director Leesburg Executive Airport 1001 Sycolin Road Leesburg,, Virginia 20175 and Town of Leesburg, Virginia c/o William Donnelly, Town Attorney P. O. Box 88 Leesburg, Virginai 20178 (5) Survival. All of the representations, warranties, covenants and agreements of the Sellers and the Purchaser under this Agreement shall survive Closing. (6) Ratification Town. This Agreement is subject to ratification by the Purchaser's Council (Town Council), and the failure of such Council to ratify this Agreement within 30 days after the date hereof shall render this Agreement null and void, in which event, the Deposit shall be returned to the Purchaser and the parties hereto shall be relieved of any further liability hereunder. (7) Ratification Mooseheart. This Agreement is subject to ratification by the membership of the Loyal Order of Moose, Inc., Leesburg Moose Lodge No. 1041 and Mooseheart International, and the failure of such ratification within 30 days after the date hereof shall render this Agreement null and void, in which event, the Deposit shall be returned to the Purchaser and the parties hereto shall be relieved of any further liability hereunder. (8) Grant Agreements: This Agreement is subject to the Purchaser's acceptance of Federal and State grants for the purchase of the Property. Failure to receive and accept the said grants within 3 0 days at, er the date hereof shall render this Agreement null and void, in which event, the Deposit shall be returned to the Purchaser and the parties hereto shall be relieved of any further liability hereunder. (9) Escrow Agent: (a) In the event that any application, delivery or other payment of all or any portion of any deposit hereunder be disputed by a party of this Agreement, the party hereto who receives the deposit or payment from the Escrow Agent shall, by its acceptance thereof, agree to indemnify and hold harmless the Escrow Agent from any and all loss, expense, claim or other cost arising in connection with the Escrow Agent's performance of his duties, including reasonable attorney's fees, excepting only losses, expenses, costs or other damage arising solely as a result of the gross negligence, willful misconduct or fraud of the Escrow Agent. (b) Under no circumstances shall the Escrow Agent be liable for any costs, expenses, losses or other claims incurred in connection with its activities as Escrow Agent, excepting solely any such costs, expenses, losses other damage as may have resulted from the Escrow Agent's gross negligence, willful misconduct, or fraud. -5- WITNESS the following signatures. SELLERS: Loyal Order of Moose, Inc. Leesburg Moose Lodge No. 1041 PURCHASER: Town of Leesburg, Virginia a Municipal Corporation of the Commonwealth of Virginia Consent by Escrow Agent ~v~d a~ m Porto: W~fl~h~-E. Donn~ Town .Attorney The undersigned has executed this Agreement to acknowledge receipt of the Deposit and to consent to and agree to be bound by the provisions hereof applicable to the Escrow Agent and the Deposit. Walker Title and Escrow Co. Inc. 11781 Lee Jackson Memorial Highway Suite 300 Fairfax, Virginia 22033 By. Its Date