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W I T N E S S E T H:
WHEREAS, the SELLER is the owner of a parcel of land and improvements
thereon located in the Town of Warrenton, Virginia consisting of 3.0553 acres, zoned PSP
(Public-Semi-Public Institutional District) and identified as Tax Map Number: 6984-53-
4158-000 with an address of 173 Main Street, Warrenton, Virginia.
WHEREAS, the PURCHASER desires to purchase a 1.3 acre portion, more or less,
of the real property and the improvements (collectively, the “Property”) in accordance with
the provisions of this Agreement, together with all fixtures currently located thereon, and the
SELLER has agreed to the sale of the Property in accordance with the provisions of this
Agreement.
1. THE PROPERTY:
The PURCHASER agrees to buy and the SELLER agrees to sell, “as-is” the land
and all improvements thereon located in the Town of Warrenton, Fauquier County, Virginia
and currently described as Tax Map Number: 6984-53-4158-000, consisting of 1.3 acres +/-
of the 3.0553 acre parcel as set forth on the attached plat, together with all improvements
and fixtures without exception.
2. PERSONAL PROPERTY:
3. PURCHASE PRICE .
B. PURCHASER shall pay, or cause to have paid, the balance of funds due,
less the earnest money deposit ($__0,000.00) to the Settlement Agent at or prior to Closing
by immediately available wired funds.
4 CONTINGENCIES:.
A. This purchase and sale is contingent on the approval of PURCHASER for the
financing at terms agreeable to them in their sole discretion. PURCHASERS shall apply for
said financing within seven (7) days of ratification of this contract.
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basement bath, installation of laundry room fixtures, installation of a
residential kitchen acceptable to Purchasers, and conversion of the historic
kitchen outbuilding to a residential use facility.
PURCHASER shall order said inspections and reports within seven (7) days of ratification
of this Contract. Termination of the Contract based on the results of the above-referenced
inspections and reports shall be made within THIRTY (30) days of ratification, unless
extended in writing by SELLER (“Inspection Period”). Notice shall be in writing to the
SELLER and comport with paragraph 4(E) below.
PURCHASER shall keep confidential and not disclose to any third party (other than
PURCHASER and legal counsel and, to the extent necessary, PURCHASER’s lender), the
results of any tests, studies and/or investigations concerning the Property conducted
pursuant to this paragraph, unless PURCHASER is required by law to do so.
5. DATE OF CLOSING
6. FINANCING
C. If the SELLER shall fail or refuse to comply with the terms of this
Agreement, the PURCHASER shall have the right to specific performance.
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7. TITLE AND TITLE REVIEW PERIOD.
9. CLOSING.
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C. FURTHER REPRESENTATIONS OF SELLER.
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thereof shall be a default under this Agreement (not subject to any notice or cure period)
giving rise to SELLER's remedies. PURCHASER agrees to cooperate with SELLER and
complete and execute such documentation as may be required in order to comply with the
provisions of such laws, rules and regulations referenced under this Section 11F. This
Section shall survive any termination of this Contract.
As used herein, the term “Hazardous Materials” shall mean any substance, material
or waste that, because of the toxicity, explosiveness, ignitability, corrosiveness or reactivity
thereof, or because of other characteristics that pose a potential for injury to human health
or the environment, is regulated by any federal, state, or local governmental authority
having jurisdiction over the Property, including, without limitation, those substances,
materials or wastes: (i) containing petroleum, petroleum fractions or petroleum distillates;
(ii) defined as, or having the characteristics of, a “hazardous waste”, “hazardous material”,
“hazardous substance”, “extremely hazardous waste”, or “toxic substance” under any
provision of any statute, regulation or ordinance of the United States, the Commonwealth of
Virginia or the County of Fauquier; (iii) defined as, or having the characteristics of,
“hazardous waste” pursuant to Section 1004 of the Resource Conservation and Recovery
Act, as amended, 42 U.S.C. § 6901, et seq.; or (iv) defined as, or having the characteristics
of, a “hazardous substance” pursuant to Section 101 of the Comprehensive Environmental
Response, Compensation and Liability Act, as amended, 42 U.S.C. § 9601, et seq.
(“CERCLA”). The term “Environmental Law” shall mean any federal, state or local law,
ordinance, regulation, rule or common law imposing liability or standards relating to
Hazardous Materials. “Environmental Agency” shall mean the Virginia Department of
Environmental Quality, the United States Environmental Protection Agency, and all other
federal, regional, state, county or local governmental agencies or authorities authorized or
having jurisdiction to enforce Environmental Laws, together with all successors to such
agencies and authorities. Except as expressly set forth in this Agreement:
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13. POSSESSION.
14. CONDITIONS.
Between the Effective Date and Closing, SELLER will not grant any easements or
rights of way, or other such encumbrances of the Property
There are no other tenants or occupants in the Property other than the SELLER,
and those disclosed by SELLER, and SELLER will not knowingly permit any other
occupants in the Property without PURCHASER’S consent. Other occupants shall be
allowed by written lease.
19.
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20. GENERAL PROVISIONS:
TOWN OF WARRENTON
C/O Whitson Robinson, Town Attorney
6 Court Street
PO Box 341
Warrenton, Virginia
_____________________________________________________________
If to PURCHASER:
Copies to:
Merle W. Fallon, Esquire
c/o FALLON, MYERS & MARSHALL, LLP
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110 Main Street
Warrenton, Virginia 20186
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M.. LEGAL REPRESENTATION. SELLER and PURCHASER
acknowledge that they each have had an opportunity to procure legal representation by
an independent attorney of their choice.
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N. ENTIRE AGREEMENT.
This Contract contains the entire agreement between the parties concerning the
subject matter of this agreement, and supersedes all prior agreements, arrangements,
understandings, letters of intent, conversations and negotiations, whether oral or written, with
respect to their subject matter. The parties stipulate that there are no representations with respect
to the subject matter of this Contract except those representations specifically set forth herein and
the documents signed or delivered in connection with this Contract.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals:
PURCHASER:
__________________________________________
Kirk Goolsby (date)
__________________________________________
Rebecca Goolsby (date)
Date of Acceptance/Time
April ____, 2018/ ___A.M/P.M
BY:_____________________________________
Its: ______________________________________
Authorized Agent
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