$56k/acre

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

LOUDOUN COUNTY PUBLIC SCHOOLS

PLANNING AND LEGISLATIVE SERVICES
21000 Education Court Ashburn, Virginia 201 48
Telephone: 57 l-252-1050

Facsimile: 57 l-252-ll0l

February 23,2006

Neil Miller Hometown Realtors l9E Broad Way Lovettsville, VA 20180

RE: Draft Contract for Herbert J. and Carey K.I.Vlitler. Property, approximately
identified as MCPIs # 334-36-9458, 334-27 -4572, 334-16-97 70, 33547-9544,334-18-5531,334-27-9937,334-37-3119,334-26-7612,334-17-t428, 335-48-9579, 334-18-3383, and 334-17 -7 519
I 55 acres

Dear Mr. Miller:

Please find enclosed three copies of the draft Contract of Sale for the purchase of the subject property located on the east side of the Town of Lovettsville. In accord with your discussion with Sara, we are working on the language of Paragraph 19.A (page l4) to clarify how the bam may be relocated and preserved. It is the intent of the Loudoun

County Public Schools to offer to relocate this barn to the County/Town Park in Lovettsville, subject, of course, to the approval of the Town and County. If either decline, then we would propose to offer the barn for relocation under the National Trust Bam Again Project. We understand Mr. Miller's desire to preserve this structure and wish to work with him toward this end.
We did want, however, to forward this draft of the contract in order to allow you to begin review of the other terms. We understand that the Seller desires for us to work through you. We ask that you forward a copy of the contract to Mr. Miller so he may begin his review 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. I will 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. We understand that you will be out of the country the first part of March and that we may work with Darlene Miller in your absence. We wish a safe trip and anticipate that we can
discuss this offer upon your return.

E-mail: lcnsplan@loudoun.kl2.va.us Web Site: rvr.vrv.lottdottn k l1 va ttq

NeilMiller
M il ler Property/Lovettsvi lle February 23,2006

Thank you for your consideration of this maner. Sincerely,

en/,/,rr,)
Sam Adamo, Director

cc:

Dr. Edgar B. Hatrick, III E. William Chapman, Esquire Sara Howard-O'Brien, LCPS

Co*tRACror So""
I'

Between

COUNTY SCHOOL BOARD OF LOUDOUN COUNTY

(Buyer)

and

TIERBERT J. MILLER, JR. and CAREY K. MILLER

(Seller)

Febru.arlt , ,rr. 2410,6

CONTRACT,OF SAIjB
THIS CONTRACT OF SALE (hereinafter refened to as "Contract") is hereby entered
into this
County,

day of February, 2006, by and between the county school Board of Loudoun

a body politic (hereinafter referred to as the "Buyer"), and Herbert J. Miller, Jr. and

Carey

K. Miller, his wife (although more than one, they are hereinafter referred to as the

"SeUerr').

RECITALS:

A.
MCPIs

Seller is tfre owner of twelve (12) contiguous tracts of land located in Loudoun

County, Virginia, containing in the aggregate approximately 155 acres

of land and identified

as

# 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 being

more particularly described on

reference (the twelve (12) tracts

Exhibit

"A"

attached hereto and incorporated herein by

of land, together with all improvements and fixtures thereon and

all rights, privileges, easements, benefits and agreements appurtenant thereto are hereinafter
collectively referred to as the "Property").
B.

&.1.,1;4;15 Seller c&i,ree to sell the Property and Buyer desires to purchase the property in

accordance with the terms and conditions hereinafter set forth.

AGREEMENT:

*r,t:l ( Lli-lilF

NOw, THEREFORE, in consideration of the ,u* off/rhousand and no/t00 Dollars

fotfilooo o0) paid by Buyer (the "Deposit") to be paid in the fbrm of a check to Loudoun
Comrnercial Title,

LLC (the "Escrow Agent"), to be held by Escrow Agent and disbursed by

Escrow Agent in accordance with the terms of the Escrow Agreement attached hereto as

Erhibit

"8"

and incorporate.d herein by reference to be executed by Seller, Buyer and Escrow Agent

contemporaneousiy with the execution of this Contract, the receipt of which by Escrorv Agent is acknowledged hereon, Buyer hereby agrees to buy and Seller hereby agrees to sell the property
upon the following terms and conditions:

l. (rice")

Purchase Price: Paymen(. The purchase price

for the Property (the "Purchase

and no/100 Dolars

shall be the sum

of Four Millio/H H""dfJffousand

(!4,2eS,000.00). Ttris is a sale in gross and not by the icre. The entire Purchase Price shall be
payable by Buyer to Seiler in cash, certified or bank cashier's check, or by wired funds at closing from which the deposit shall be a part. LCPS-$26.9k/ac Millers- $31.4k/ac

2.

StudY-.Period- For the period commencing on the date

of full execution hereof

expense, shall

and continuing

for 120 days (the "Study Period"), Buyer, at its sole cost and

have 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 with
respect

to the Property as Buyer may deem necessary or appropriate in order to

determine

whether the Property is suitable for Buyer's intended use; provided that Buyer shall repair any
damage to the Property caused in connection with such tests and studies. In the event that Buyer

determines, in its sole discretion, that the Property is not suitable for Buyer's intended use

thereof, the appraisal results are unsatisfactory, or for any other reason, then Buyer may
terminate this Contract by delivery of written notice thereof to Seller prior to the expiration

of

the Study Period, and thereupon the parties hereto shall have no further rights or obligations one

to the other hereunder, and the Deposit shall be retumed to Buyer. To the extent permitted by law Buyer shall indemnify and hold Seller harmless frorn and against all costs, expenses, and

liabilities incuned by Seller in connection with the tests and studies conducted by Buyer and
J

Buyer's

entry upon'the Property pursuant to fhis paragraph. In the event Buyer elects to

terminate this Contract, Buyer shall provide Seller copies, without warranty, of all reports and
data relative

to the Property in Buyer=s possession or control.

If

Buyer decides the Property is

and no/100

Iuitable for its intended use, then Buyer shall increas. *,"

n"pf*fli*ffi0;;d.sand

t.!{-

($50,000.00)

foo

within tfuee (3) business days after expiration of the Study Period; the increased

*ddtlr@Pr44l,+p|l$A.dt llr.,,.,jpeo-, Jilell^Jsi-4 3. Conditigns Precedent to 4e Obfieations. ttre Briyer's obligations to closing /d, Buyer's
,t^6^-^"1,',4-/"4a

Deposit shall be held by the Escrow Agent in accordance with the Escrow AAreement.

Jk ur.tL l"t t

A. B.
approval)

Sufficient funds shall have been appropriated or committed to the Buyer, by the

goveming body, to allow for the purchase of the Property; and

The Buyer shall have obtained all necessary approvals (exclusive of site plan
a

from appropriate govemmental authorities which would allow for construction of

school on the Property; and

The Buyer shall diligently, and in good faith, pursue each of the foregoing conditions
precedent. The Seller shall cooperate with the Buyer, at no expense to Seller, in the pursuit
the necessary approvals. In the event any satisfied

of

of the fbregoing conditions

precedent has not been

prior to the Ciosing Date, then at Buyer's option, this Contract shalt become null and

!'ll T-[F
l'
,

void@;ortheBuyermaywaivesuchconditionsandproceedtoclosing.

4.

ClosinE Date.

*o"4
Buye/s obligation to proceed to
the terms of this Agreement (the

(a)

Provided that all conditions

ir

+tr1,er. Notrvithstanding any other provision contained in this Agreement, in the event the
conditions precedent are not satisfied.

{P[tp,'"t007

(the "Outside Closing Date"), rhen Buyer

may terminate this Agreement by delivering written notice to Selleq whereupon this Agreement

sha!lterminatgtheDeposit,r'"rrffiandthepartiesshaltberelievedofall
further liabilities and obligations to each other under this Agreement.

(b)
selected

Closing shall be held at the offices of such attomey or title company

as

by Buyer ("Title Company"). Buyer shall arrange for a representative of the Title

Company to be present and act as settlement agent ("Settlement Agent") for the Closing. Subject

to the terms and provisions of this Agreement,

if

Buyer elects to close earlier than the date

specified above, then Buyer shall give Seller fiflteen (15) days written notice of the date
Closing.

of

(c)

At Closing, Seller shall deliver to the Settlement Agent (i) a general

waffanty deed (the "Deed") conveying the Prope(y to Buyer; (ii) an affidavit made under oath that Seller is not a "foreign person" and containing such information as may be required by Section 1445(bX2) of the lnternal Revenue Code and the regulations issued thereunder; (iii) a

certificate

of

registration pursuant

to Section5S.l-317 of the Code of Virginia, 1950, as

{

amended,

if required; (iv) a certiFrcate that all of Seller's representations and warranties set forth
of this Agreement
are true and accurate as of Closing; (v) an owner's affidavit; and

in Section 9

(vi) such other documents and instruments, if any, required by the Title Company, the terms of this Agreement,

or

reasonably necessary

to complete the transaction eontemplated by this

Agreement. AII documents to be delivered as provided above shall be duly authorized, executed
and,

if required, acknowledged.

(q)
Price plus

At Closing, Buyer shall deliver to the Settlement Agent: (i) the Purchase
sums due from Buyer pursuant to the tenns
l"

all other

of this Agreement; (ii) in

Section 9

certificate that all

of

Buyer's representations and warranties set forth

of

this

Agreement are true and accurate as of Closing; and (iii) such other documents and instruments,
any, required by the terms

if

of this Agreement or reasonably necessary to complete the transaction

contemplated by this Agreement.

(")
to

The deposit with the Settlement Agent

of the Purchase Price and such

other sums required by the terms

of this Agreement and the documents, instruments or papers

required

consummate Closing hereunder shall be corsidered good and suflicient tender

of

performance of the terrns ofthis Agreement.

5. 6.
shatl be

Conveyance. The Property shall be conveyed by Ceneral Warranty Deed with

flull English Covenants of Title to Buyer according to the survey secured by Buyer.

ExperueE. The cost of the preparation of the deed and the Virginia Orantols Tax
expenses

paid by Seller. Buyer shalt pay all

of examination of title, survey, all

fbes,

charges, and expenses

of the party conducting Closing, the title insurance premium. if any, and

all recording fees and other Closing expenses. Each party shall be responsibte for their own
attorney's t'ees.

7.

TaxeS. Real estate taxes ars to be adjusted to the date of Closing and paid by Any specia[
assessments (other than rollback taxes) applicable to the Prbperty,

Buyer thereafter.

(whether or not due as of the date of Closing) shalt be paid by Setler. In the event the Property is taxed under land use assessment and this sale results in disqualification from land use
and rollback taxes become due, Buyer shall pay any rollback taxes assessed.

eligibility

8.

Title.

(4
record and in fact,

It shall be a condition of Closing that title to the Property shall be good of

fully

marketable and insurable.by a recognized

title insurance company of of Virginia at regular

rates

Buyer's selection authorized to do business in the Commonwealth

without exception, except for such matters which Buyer determines, in its sole discretion, would

not prevent, materially impair or materially increase the cost of Buyer's intended use of the Property. Buyer shall obtain a title report or title commitment covering the Property (the "Title
Commitment") and a survey of the Property (the "Survey") within the Study Period. Buyer shall identify in writing to Seller on or before the expiration of the Study Period any matters reflected on the Titte Commitment or Survey which are unacceptable to Buyer in accordance with the
foregoing provisions

("Title Objections"). Seller agrees to diligently aftempt to remedy any Title

Objections identified

by Buyer. [n the event that Seller is unable to cqp any such Title

Objections 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 and
Buyer shall have no further rights or obligations hereunder and the Deposit shall be retumed to Buyer,

(ii) waive such Title Objections

and proceed to close the transaction contemplated by this

Agreement, or

(iii) extend the date of Closing for a period of time not exceeding ninety (90) days

tbr Seller to remedy such Title Objections, without Buyer waiving its right to exercise either

of

the options described'in clauses such

(i) and (ii)

above

in the event that Seller is unable to remedy

deeds

Title Objections prior to such extended date of Closing. Atl

of trust, mortgages,

monetary liens, standard preprinted exceptions

in the Titte Commitment and exceptions for

in Buyer's Title insolvency are deemed to be objections to title that (a) need not be included
Objections and (b) are to be satisfied by Seller at Closing'

(b)

After the Effective Date hereof, Seller shall not (i) grant any

easements

and/or rights-of-way and/or other encumbrances over or tkough the Property,

amend, cancel or property,

(ii) enter into,

the

modiff any agreements or any Rloffers or other commitments affecting

(iii)

further encurnber the Property, (iv) construct or install any improvements or allow

any existing improvements

encumbered, or

or natural deposits to be wasted,

removed, sold or

in any way

(v) consent to or apply for any change in the zoning or other governmental

of the Buyer, which approval with respect to the Property, without the prior written consent
consent may be withheld by Buyer in its sole discretion'

g. A.

Representations and Warranties

of Selter. Seller warrants, represents,

and

covenants to BuYer as follows:

After the date of execution hereof, Seller shall not grant any easements and/or

Property yithout the prior rights-of-way over or through the Property or Further encumber the

by Buyer in its sole discretion' written consent of the Buyer, which consent may be withheld
Seller further warrants that after the date of execution hereof

it shalt not construct or install

on

existing improvements, natural deposits' the Property any improvements and shatl not allow any
sold, or in any way encumbered without resources, or vegetation thereon to be wasted, removed,

the prior w'ritten consent

discretion.

of

Buyer, which consent may be withheld by Buyer

in its sole

Borders,

Seller.has not received notice o[ any violations of law or municipat ordinances,

or requirements noted or issued by any governmental department or authority having

jurisdiction over? or affecting the Property; nor does Seller have any knowledge
Seller shall comply

of the same.

i,u_

with any such notices, orders, or requirements noted or issued prior to the

lt** H'

date of Ctos ing,

ffiL
f

ce"

benefit of the

pra^*al.j fil* .-"',#lr;*c r*i L //" *fd."^,/ /ra, aad. M4, F;;*g r^-! tl, .*f *i .d( fulA^ /r.4 4+Lfu-4 / C. " All bills and claims for labor performed and materials furnished ro or for the a,t-/+Jf4 L
Pronertfifor all periodsfpriolto the date of Ctosing have been (or prior to the

^44-*/

dare

of Closing will bei paid in

mechanics' Iiens

full.

There are not now, nor shall there be on the date

of Closing,

or materialmen's liens, whether or not perfected, on or affecting any portion of

the Property"

If there shatl be any such liens or threats of such liens, the Seller shull obtuin th"
or before the date of Closing.

release of the sarn on

@h_

D. E.

frL +-"L fu To Seller's best information, knowledgL, and t$liee the is no pending or rmation, knowledgb, b6ii{ ther Ir nendino'.,.-Seller is the sole owner of the Property and has the power to enter into this

ry4*,, *

ry:l W

at*)

tlueatened condernnation or similar proceeding affecting the Property or any part thereof.

Contract and to consummate the transaction contemplated herein. Setler is lawfulty seized. of the Property 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 a1

or any part of the Property and Seller has no knowledge of any intended assessments. tf any
special assessments are levied, threatened, or pending prior to the date

of Closing, Buyer may

terminate this Contract,

in rvhich event the Deposit shatl be retumed to Buyer and. thereupon

neither 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_

G.
pending

There are no legal actions, suits, or other legal or administrative proceedings

threatened against Seller or the Properfy, and Seller is not aware

or

of any facti which

might 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, use or occupancy of the Property pending in any court or by or belore any Federal, state, county, or

municipal department, commission, board, bureau, agency

or other govemmental

instrumentaliry; nor, to the best knowledge of Seller,,has any such action, suit, proceeding, or
claim been tlueatened-or asserted.

H.
tenants at

a.,f

Thcte#

rld*

no paities in possession of any portion of the Property as

ut^.p

Al*401*

lessees,

will

or at sufferance, trespassers or otherwise.

Any contracts, reports, surveys and other agreements or materials related to the

Property, unless cancelled and terminated as herein required, shall be conveyed and assigned free of liens by Seller to Buyer at Closing.

J.

Seller shall fully cooperate with Buyer in Buyer's efforts to secure approval of its

proposed use of the Property by signing and acknowledging

all plats, applications, afFrdavits and

any other documents reasonably required to obtain governmental approvals for the Buyer,s
intended use.

K.
copies of

Within thirty (30) days of the exeeution of this Contract, Seller shall deliver
materials in Seller's possession orcontrol relating to the Property, including without

all

limitation, plats, plans, surveys, environmental reports, site assessments, title work, and similar
information, and further including without limitation, an inventory of the personal property to be
conveyed as part of this Contract, but specifically excluding matters relating to financing.

t0

10.
represents and

Envifonmenlal Represe4tations and Wananlies of Sellet. Seller hereby expressly warrants to Buyer that to Seller's best knowledge no hazardous substances or

hazardous materials have been released" deposited, stored or placed

in, on, under or above the

Property during Seller's ownership of the Property or prior to Setler's ownership thereof, and to
Seller'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

raw materials, products or waste of a
waste as that

to hazardous materials and

toxic or hazardous nature shall mean and refer to hazardous

term is defined in the Resource Conservation and Recovery Act of 1976 (42 U.S.C. the Comprehensive Environmental Response Compensation and Liability Act

$$ 6901, et- seq.),

of 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 and

in addition to any

of Buyer's other

remedies hereundeq Seller agrees to indemnify, defend and

hold Buyer harmless from and against any and all costs, expenses, liabitities and causes of action which 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 any
govelrunental agencies or third parties)
wananties contained in this Section 10. I

in the event of a breach of Seller's representations and

l-

Representations and Warrqnties of Buyer. Buyer warrants and represents to Seller

as follows:

(i)

Buyer is a body politic duly organized, validly existing and in good

standing under the laws

of the Commonwealth of Virginia

and has

full power and authority

to

il

enter into this Contract and

to

consummate the transaction contemplated

herein, The party

executing this Contract on behalf of Buyer has the authority to execute this Contract on BuyeCs

behalfand 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 may
adversely 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 or
employees. In the event that any mechanic's lien is filed as a result of the Buyer's activities, the
Buyer shall promptly cause the lien to be dismissed by act of law or, in the event that the Buyer
disputes the validity of the lien, by equity.

(iu) All of the representations, warranties, and covenants of the Buyer

contained in this Contract or in any document delivered to Seller pursuant to the terms of this
Contract

(i)

constitute conditions precedent to Closing for Seller's benefit, (ii) shall be true and

correct in all material respects at the date of Closing, just as though the same were rnade at such

time, and (iii) Seller's rights to enforce such representations, warranties and covenants shall
survive the Closing and shall not be merged into any documents delivered by Seller at Closing.

12.
Precedent

BuveCs Defaulh Seller's_ Renledv.

In the event that all of the

Conditions

to Buyer's obligations hereunder have been satisfied or waived and Seller perfbnns all

of 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
damages,

full liquidated

in lieu of

any other claims or causes of action which may be available to Seller at law

or in equity by reason of a det'ault hereunder by Buyer, except tbr Buyer's indemnity obligations t2

hereunder

which shall be considered separate and supplernental to any such damages; the
of the Deposit to Seller is agreed upon
as liquidated damages by the' parties

foregoing forfeiture
hereto beeause Buyer's breach

of the difficutty of ascertaining the actual damages Selter may suffer by reason of this Contract. Seller's De.fault: Buver's Reme.dy- [n the event that

o[

13.
Precedent

all of the Conditions

to Buyer's obtigations hereunder have been satished or waived and Buyer performs its

obligations hereunder and Seller fails

pursue

to settle pursqant to the terms hereof, then Buyer may

at taw and in equity, including without limitation,
j

all rights and

remedies available

specific performance.

14.
attomefs fees.

Litigation. [n any litigation involving this Contraet, the substantially prevailing

to recovery of the costs of such litigation, including without limitation"

party shall be entitled

15. 16. 17.

Parties Bound. This Contract shall inure to the benefit of and be binding upon the

parties hereto and their respective successors and assigns.

Applicable [.aw. This Contract shall be construed in accordance with the laws

of

or applicable to the Cornmonwealth

of Virginia.

Commission. Except for the Commission owed by Seller to Neil N. Miller, Home

Town Realtors. Buyer and Seller each warrant to the other that they have dealt with no agent or broker

with respect to the transaction eontemplated by this Agreement. In the event that any

clairn for commission or finder's fbe is brought by any prson or entity whatsoever as a
consequence of the transaction contemplated hereby and as a result of any action or omission

of

either Seller or Buyer, then Seller or Buyer (rvhichever pa(y is alleged to have committed lhe act

or omission which is the basis of such claim), as the case may be, shall indemnifu, defend and

l3

hold harmless the other party against any [oss, cost, or expense of any nature, including, but not

Iimited to, court costs and reasonable attomeys' fees, arising as a consequence of such claim for
the commission or fee.

18. FIMTA-

Seller represents and warrants to Buyer that Seller is not a "foreign

person" 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 complying

with the provisions of Section 1445 of the lnternal Reyenue Code of 1954, as amended.

19.
hereunder.

Possession. Possession of the Property shall be given to Buyer at the Closing

t

A.

Lot 6 lmpfoveqgnts. Notwithstanding the provisions hereo{, Seller may

sell, give or otherwise dispose of the improvements located upon Lot 6 at any time prior to closing hereunder. The person, firm or corporation who is the recipient thereof shall have a
period of tirne, up to 90 days after closing to move or relocate such improvements. [n the event
the improvements are not so moved or relocated within said 90-day period, they shall be deemed abandoned, 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 hereunder

and the execution and delivery merged therein.

ofthe deed ofconveyance covering the Prope4y and shall not be

21.
full tbrce and

Severabilitv. [n the event any term or provision of this Contract should

be

determined to be illegal or unenforceable, the remaining terms and provisions shall continue in
et-fect and shall not be rendered unenforceable.

22.

Total Aereement. This Contract contains the full and final agreement between the

parties hereto with respect to the sale and purchase of the Property. Buyer and Seller shall not be

i4

bound

by any terms, conditions, statements, warranties, or representations, oral'or written, not herein. No change or modification of this Contract shall
be valid unless the

contained

sime is in

writing and is signed by the parties hereto. No waiver of any of the provisions of this Contract
shall be valid unless the same is in writing and is signed by the party against which it is sought to
be enforced.

23.

Notices. All notices, demands, or other communications that may be necessary or

proper hereunder shall be deemed

duly given if personally delivered, or when deposited in the

United States rnall, postage prepaid, first class, registered or certified, return receipt requested,
addressed respectively as follows:

Buyer:

County School Board of Loudoun County 21000 Education Court Ashbum, Virginia20148 Attention: Dr. S. Adamo

With a copy to:

Seller:

With a copy to:

N.:

I 4,Jn: lle r tQEBtonl Nat

La u e'tb,r| ila . t/a.'

Aehert t.Tv. + C4Fey K, ltlllle l?Ot7 l.rh,'|cs $*ove 'RJ, tsayls , ilJ, |oa qh ? C6t

lo

/PO

Escrow 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 delivering
written notice thereof to the other parties in accordance rvith the foregoing provisions.

t5

24.

Risk of L"pss. The risk of loss or damage to the Property or any improvements or

fixtures located thereon by fire or other casualty is hereby assumed by Seller until the Closing
hereunder and the execution and delivery by Seller to Buyer of the Deed covering the Property. Standard Contract Term?

25.

Condennation. Seller shall give Buyer prompt notice of any actual or threatened

taking of all or any portion of the Property by eondemnation or eminent domain prior to the date

of Closing hereunder. In the event that prior to Closing hereunder there shall occur a taking by
condemnation or eminent domain of all or any portion of the Property or a proposed conveyance

to a condemning authority in lieu of condemnation, then Buyer, at its option, may either (i)
i

terminate this Contract by delivery of written notice thereof to Seller, and thereupon the parties
hereto

shall have no further rights or obligations hereunder and the Deposit and all interest

accrued thereon shall be returned to Buyer, or (ii) proceed to Closing hereunder, in which event Seller shal[ assign to Buyer at Closing all interest of Seller in and to any condemnation proceeds

that may be payable to Seller on account of such condemnation and thereupon Buyer shall control al[ negotiations and proceedings undertaken with the condemning authority with respect

to the Property; Buyer shall receive a credit at Closing in the amount of any condernnation
proceeds paid (or to be paid)

to Seller by a condemning authority with respect to the Property

prior 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 Virginia of Virginia).

Propefty Owners' Association Act (Section 55-508 tkough 55-516 of the Code

If

the Property is within such a development, the Act requires the Seller to obtain from the property

owners' association an association disclosure packet and provide

it to the Buyer- Buyer

rnay

eancel this Contract within 3 days after receiving the packet or being notified that the association

lo

disclosure packet
the

will not be available.

The right to receive the association disclosure packet and

right to cancel this Contract are waived conclusively

if not e xercised before Settlement. The

a

rights afforded

Buyer pursuant to this paragraph and the Act may be waived by Buyer in

separate document.

27.

Mechaniqis Lien Nptification.

NOTICE
Virginia law (Va. Code Ann. r 43-l et seq.) permits persons who have performed labor or
fumished materiats
structure

for the construction, removal, repair or improvement of any building or

I

to file a lien against the Property- This lien may be filed at any time after the work is

commenced or the material is furnished, but not later than the earlier of
day

(i) 90 days from the last

of the month in which the lienor tast performed work or furnished materials or (ii) 90 days

from the time the construction, removal, repair or improvement is terminafed.

AN EFFECTIVE LIEN FOR WORK PERFORMED

SETTLEMENT

PRTOR

TO THE DATE OF
COUNSEL

MAY BE FILED AFTER SETTLEMENT. LEGAL

SHOULD BE CONSULTED.

28.
ow'ner's

Title Insurange Notification. The Buyer may wish at Buyer's expense to purchase
Depending on the particular circumstances

title insurance.

of the transaction, such

insurance could include affirmative coverage against possible mechanics'and materialmen,s liens

for labor and materials performed prior to settlement and which, though nor recorded at the time

of recordation of the Buyer's deed, could be subsequently recorded and would adversely affect
Buyer's

title to the Property. The coverage afforded by such title

insurance

witl

be governed by

the terms and conditions thereof, and the dotlar amount

insurance coverage.

of the cost of obtaining such title

tt

29.

Escrow. Clqsine and Settleryrent Service Guidelines. The Virginia State Bar

issues guidelines to help settlement agents avoid and prevent the unauthorized practice

of law in

connection with fumishing escrow, settlement or closing services. As a party to a real estate
transaction, you are entitled to receive a copy of these guidelines from your settlement agent,

upon request, in accordance with the provisions

Protection

of the Consumer

Real Estate Settlernent

Act. Virginia Code er 6.1-2.19 to 6.1-2.29.

Bu.ver's

30.
31.

Tax [.D. .No. Buyer's tax ideptification (social security) number to

be

provided to the financial institution holding the Deposit is:

Confidentialitv. The parties

agree

to keep atl of the terms and provisions of

this

Contract and all information obtained by Buyer confidential prior to Closing hereunder.

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

BUYER:

COUNTY SCHOOL BOARD OF LOUDOLTN

CO{,JNTY

Date

By: Name:

(sEAL)

Title:

t8

SELLER:

Ay"il 7,Joa6
/*g r,' I

?/

'?a a

6
Buyers's

Ua"u t< /1,1'lLDeposit in the amount ($__ .J is hereby acknowledged this

t,

Receipt of
day

of

,2006.

Date

t9

COMMONWEALTH OF VIRGINIA
COTJNTY OF

to wlt:

jurisdiction aforesaid, do hereby certify of COUNTy SCHOOL BOARD OF LOUDOUN COUNTY, whose name is signed to the foregoing instrument, appeared before me and personally acknowledged the same in my jurisdiction

that

I, the undersigned Notary Public, in and for

as

the

aforesaid.

GIVEN under my hand and seal this

My commission expires:

day

of

2006.

Notary Puplic

COMMON\I/EALTH OF VIRGINIA COLNTY OF Loccrlrt . to wit:

r'**

[, the undersigned Notary Public, in and for the jurisdiction aforesaid, do hereby certify that HERBERT J. MILLER, JR., whose name is signed to the foregoing instrument, appeared before me and personally acknowledged the same in my jurisdiction aforesaid. GIVEN under my hand and seal rni, .
My conrmissionexpires,

tu
aay

or *{

t I,

2006.

44

30,

un?

COMMONWEALTH OF VIRGTNIA COUNTY AF I r'tu,-clo "n*

-,to wit:

[, the undersigned Notary Public, in and for the jurisdiction aioresaid, do hereby certify K. MILLER, whose name is signed to the foregoing instrumenl appeared before me and personally acknowledged the same in my jurisdiction aforesaidthat CAREY

GIVEN under my hand and seal tni"

My commission expires: fi1r;l 3a, Zacl

tu

-7

day

of

20

COMMONWEALTH OF VIRGINIA COUNTY OF to wit:

that

[, the undersigned Notary Public, in and for

as

the

jurisdiction aforesaid, do hereby certiff

of

whose name is signed to the foregoing instrument, appeared before me and personally acknowledged the same in myjurisdiction aforesaid.

GMN

under my hand and seal this

day

of

, 2006.

My commission expires:

- .\Public Notarv
,: i,

2l

EXHIBTT

A.

MIL-LEB

PBOPERTY
53

MCPIs # 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 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 -7 519

l,

as Lots I through 12, inclusive, containing in the aggregate 155 acres, more or less, as shown on that Plat of Boundary Survey and Division 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 of the Circuit Court for Loudoun County, Virginia in Deed Book 828, atPage 754.

All of those certain lots known and described

HOMETOWN

'

Realtors
RESI DEI.ITIA

L PROPEN.TY

Dt SCLA I M

ER STA TEM ENT

NOT}CETOSELLER AND PURCHASER

Thc Virginir Rcsidcntiat Ptoprrt)' Dlclosure Acr requires the owner of certain residentialrrcal proprry, whenever rlr propcny is ro bc sold or lcascd wirh an oplion to buy, to furnish to the purchasrr citlrcr (a) a RESIDENTIAL PROPERTY DISCIJIMER STATEMENT suring that thc owner majaes no rcprescntations or warrantics as to tlrc condirion o[ r]rc propcrry, excepl as otherwise provided in rhe purchasc. conuacl, or (b) a RESIDENTIAL PROPERTY DTSCLOSURE STATEMENT disctcing defecs in rlre condition of rlrc propcny acrually known by rhe owner. Cenain trarsfers of residenral
propcrry 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 ENT NOTE TO OWNE[,(S): Sign this suternent only if you elecr ro letl the propcrry without represenurions and 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
warranties as lo 0p cor:ditbn of tlrc rcal propcrD, or
or

uy

improvements thereon, and the purchascr wilt

receiving rhe propcrty 'as is', rlnr is, wirh all dctecs which may exist, providcd in Oc rcal esutc purclusc contract.

if any, excepl as o*rrwisr

T}rc owncr(s) acknowlcdgc hrving ercfully examincd rlris suterncnt and funlrcr acknow)edgc rhat tlrcy h: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 which rny pcrtain to parccls adjaccn to rltc sub!'cr puccl. Yur should cxercisc whalevcr duc diliger* yor dccm ncctssary with rcspect rc adjaccnt parcels in accordarre with Ore terms and cordirions as rnay h contained in rhc ral csnr purchesc conrraclt but in any eventr prior to scnlenrnt. You should excicisc wbatcvcr due diligcrrc yo.r dctm rEcssary wi*r respect ro information on any sexual offenders regisurcd undcr 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 policc dcpartrrrnt or tbe Dcperwrcnt of Snre Policc, Ccnral Crirninal Records Exchange, ar 804-6?q-2000 or
www.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 havc bccn informcd of tbcir rigbtt aJod obligations rudcr rbc Vuginia Rcsidcnrjal hopcrry Disclosurc Act. [*Ibcscrighls aud obligarions arc printcd on tbc back of rbis forrn.l

Purchaser

Date

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

. Ft yFtyLht

rrrtrrJ I r.rli Al lA\.nElJ

| \,

/xF

t6 lA i /H"u n t:n,"oJ lsarrteriilrt /o >q/tu

Lead Warning Statemerrt

OF GT 'TRAOT OF SALE OR Lt.

=ratrratt,

Disclosure of ln{glmation on Leacl-Based Paint and Lead-Based Paint Hazards

Every purchaser (or tenant) of any lrtterest irr residential real property on whiclr a residenttal dwetling was built prlor to 1978 ls notlfled that such property may prosant exposur to lead lrom lead-based palnt that may place younq chilcJren at rlsk of developlng lead poisonlng, Lead polsonlng ln young clrildren may produce permanent neurologlcal damage, Includlng learnlng dtsabilitles, recluced Intelllgence quotient, behavioral probloms, and impalred memory. Lead polsonlng also poses a particular risk to pregnant womn, The setler or landlord of any Interesl In residentlal real property ls requirod to provido tho buyer (tenant) with any information on load-based paint hazards from rlsk assessrnents or inspeotions in tlre sellars (landlords) possesslon ancj notlly the buyer (tenant) of any l<nown lead-based paint hazards A risk assessmant or Inspeotion for possible lea{-based palnt hazard ls recommended prlor to purchase.

i, r f t.. _%_

Saller's (Landlord's) Dlsclosure

.- (a) Presonce

-(lrrltlal)

of leacl-basad paint and/or lead-based pairit hazards (clreck one below):

-- U p

Known lead-based palnt and/or Lead-based paint hazards ar prosnt in tlre lrousing (axplaln),

Setter (Larrdlord) has no knowledge

of lead-based paint arrd/or lead-basecl palnt hazarcls in llre housing.

4++di- ff ,*sg*

,ir"'

(b) Hecords attd reports availabls to the seller or landlord (check orre below):

Setler or landlord has provlded the purchasar or tenanl with all available rocorcls and reporis pertainlng to lead-based paint and/or lead-based palnt lrazards In the houslng (llst documents balow),

F'

Seller or landlord has no reports or records pertaining to lead-based paint atrd/or lead-based paint hazards ln the houslng

Purchaserfs (tenant's) Acknowledgmont (inttlal)

LOUDOUN COUNTY PUBLIC SCHOOLS

21000 Education Court Ashburn, Virginia 20148
telephone: (57 1, 252-1259 facsimile: (571) 252-003
bchapman@loudoun.kl2,va,us
E, William Chapman, Esq. Division Counsel

April28, 2006

VIA FASCIMILE

David H. Moyes, Esq. 21 North King Street Leesburg, VA20176

Re:
Dear David,

Miller to Loudoun County public Schools i

Sam Adamo has asked that I respond to your letter of

April 7 , 2006. He

has talked with the

broker, Neal Miller. Instead of marking up your "mark-ups", I thought the better course would be to set forth in letter

form the changes acceptable to Loudoun County Public Schools and if we agree, put it then in a clean
contract. The changes you propose on page 2 ofthe contract are acceptable.

l.

Purchase Price. Loudoun County Public Schools

will

agree to a purchase price

of four million four hundred thousand dollars. ($4,400,000).

2.

study Period. Loudoun county Public schools will agree that the a"porit

i! to be

increased. Further, Loudoun County Public Schools will agree that in the event closing
does not occur, ten thousand dollars ($10,000) of the deposit

will be forfeited to Seller.

Cangiano contract deposit = $100,000

(c)

This paragraph must remain as proposed.

4 (A)

Loudoun county Public Schools will agree to the proposed closing date, provided
has the option to extend closing for up to 120 days

it

if it is caught/bogged down in the

approval process. Of course, Loudoun County Public Schools agrees to promptly initiate
and diligently pursue all such approvals.

(B)

Loudoun County Public Schools agrees that any required compliance may be accomplished after the conclusion of the Study period. Loudoun county public
Schools

will not

agree tothe dollar

limitation.

9 9

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

if these are acceptable to your clients. If they are, I will revise the

Please promptly let me know

contract and get it to you.

Very truly yours,

E. William Chapman

&u
{:

cc:

Sam Adamo

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