CONTRACT FOR SALE AND PURCHASE OF REAL ESTATE

THIS Contract FOR PURCHASE AND SALE OF REAL ESTATE (“Contract”) is

made this ____ day of May, 2018, by and between TOWN OF WARRENTON
(“SELLER”), and KIRK AND REBECCA GOOLSBY (“PURCHASER”).

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.

NOW, THEREFORE, in consideration of the mutual covenants set forth in this

Agreement, for the FOUR HUNDRED TWENTY-FIVE THOUSAND DOLLARS
($425,000.00) sales price to be paid by the PURCHASER to the SELLER as set forth
herein, and for other good and valuable consideration, the sufficiency of which are hereby
conclusively acknowledged, the parties agree as follows:

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:

The following items of personal property are included in this sale:

a. Library (all books and periodicals therein)

b. All items in the Kitchen House and Smoke House
c. All framed pictures in the main house, except the paintings
d. Large rug in living room
e. All furniture (except piano, organs, display cases, and metal desks in the
basement)
f. The house’s fixtures [many in boxes around the house, (including, but not
limited to, switches, light fixtures, plumbing fixtures, door latches, door
knocker, and items removed during renovations)]
g. Clocks
h. We would be happy to retain and display any items currently in the
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 display cases if they are available to convey.

3. PURCHASE PRICE .

The purchase price (“Purchase Price”) of the Property shall be FOUR

HUNDRED TWENTY-FIVE THOUSAND DOLLARS ($425,000.00). The Purchase
Price shall be paid as follows:

A. PURCHASER shall make a deposit of ________________THOUSAND

DOLLARS ($__,000.00) to Fallon, Myers & Marshall, LLP, 110 Main Street, Warrenton,
VA 20186 (the “Escrow Agent”) by cashier’s check or wire transfer delivered within three
(3) days of the date upon which this contract is fully executed by SELLER and
PURCHASER, including the initialing of any changes (the “Execution Date”).

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.

B. This purchase and sale is contingent upon the PURCHASER’S receipt of

satisfactory reports, in the PURCHASER’S sole discretion, of the professional examination
of the following:

1) Rezoning of the Property to Residential Single Family use, plus accessory

use of apartment in the outbuilding; or the issuance of a Special Permit in
PSP zoning that allows single family use and accessory use of an
apartment in the outbuilding.

2) Examination of Title, Covenants, if any, and other restrictions of use, and

obtaining a Satisfactory Title Report and Commitment that allows
Purchaser to obtain title insurance insured at regular rates.

3) Confirmation of access easement along the northeast side of the Property,

along adjacent neighbor’s driveway and property line.

4) A suitable appraisal and financing to purchase and convert the Property to

residential use, including, but not limited to, the installation of an
additional bathroom, addition to a half bath, addition of a shower to the

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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

Closing (“Closing”) shall be held the ___ day of ___________, 2018, or

within ten (10) days of the acceptable satisfaction of the conditions set forth in paragraph 4,
and shall be held at the Offices of Fallon, Myers & Marshall, LLP, 110 Main Street,
Warrenton, Virginia 20186.

6. FINANCING

A. This sale and purchase is contingent upon PURCHASER obtaining

and closing upon a acceptable loan secured by a first deed of trust lien on the Property in
the principal amount of $600,000.00 bearing interest at a fixed rate not to exceed 5 point 0
per cent (5%) per year, amortized, due and payable in thirty (30) years, and requiring no
loan discount points, excluding a loan origination fee.

B. If the PURCHASER shall fail or refuse to Close, when required by

the terms of this Contract, the deposit of Ten Thousand Dollars ($10,000.00) shall be
forfeited and paid to SELLER as liquidated damages and not as a penalty (it being
understood that SELLER's damages in the event of PURCHASER's default under this
Contract would be difficult if not impossible to ascertain) in which event this Agreement
shall terminate and the parties shall be relieved of further liability and obligation hereunder
following the payment of the entire deposit to SELLER, other than as otherwise set forth
herein.

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.

A. Delivery of Title Commitment. Within fifteen (15) days after the

Execution Date (“Investigation Period”), PURCHASER shall obtain a commitment for an
owner's policy of title insurance (the “Title Commitment”). The cost of the preparation of the
Title Commitment, including any search and any examination fees shall be at the sole expense of
PURCHASER. PURCHASER shall provide to SELLER a copy of the Title Commitment, along
with copies of all available recorded documents which are exceptions therein, within three (3)
days of PURCHASER’s receipt thereof.

B. PURCHASER’s Review of Title. During the Investigation Period,

PURCHASER shall have the right to review the Title Commitment and survey, and if (i) the
Title Commitment reflects any exceptions to title that are unacceptable to PURCHASER in its
sole but reasonable discretion, or (ii) the Title Report or survey discloses any state of fact that is
unacceptable to PURCHASER in its sole but reasonable discretion (with any such exception or
unacceptable state of fact being referred to herein as a “Title Defect”), then PURCHASER may,
prior to the expiration of the Investigation Period, give SELLER written notice of such Title
Defect. Any exception or Title Defect to which PURCHASER does not object as provided
herein shall be deemed a “Permitted Exception”, and PURCHASER shall take title subject to any
and all Permitted Exceptions. Permitted Exceptions shall also include general and special taxes
and assessments not yet due and payable, excluding rollback taxes (see paragraph 9A), zoning,
building and other governmental and quasi-governmental laws, codes and regulations, and all
matters set forth on the Survey, if obtained by PURCHASER, and any facts or conditions which
a PURCHASER could discover by way of a reasonably prudent physical inspection of the
Property. Within five (5) days after receipt of PURCHASER’s notice of any Title Defect,
SELLER shall notify PURCHASER in writing whether or not SELLER elects to attempt to cure
such Title Defect, by either causing the removal of such Title Defect from the Title Commitment
or Survey or obtaining affirmative title insurance coverage insuring and defending against any
loss, cost or expense arising out of or related to such Title Defect (“Affirmative Coverage”).
Failure of SELLER to give such written notice shall be deemed an election by SELLER not to
cure such Title Defect. If SELLER elects to attempt to cure any such matter, SELLER shall use
reasonable efforts to cure such Title Defect. If SELLER elects not to cure any Title Defect
specified in PURCHASER’s notice which SELLER is not required hereby to cure, or if SELLER
is unable to effect a cure prior to the Closing, PURCHASER shall have the following options to
be exercised by delivery of written notice to SELLER within five (5) days of SELLER’s notice
or deemed election described above: (i) to accept a conveyance of the Property subject to the
Title Defect, specifically including any matter objected to by PURCHASER which SELLER is
unwilling or unable to cure (which such matter(s) shall thereafter be deemed to be a Permitted
Exception), without reduction of the Purchase Price; or (ii) to terminate this Agreement by
sending written notice thereof to SELLER, and upon delivery of such notice of termination, this
Agreement shall terminate and the Deposit shall be returned to PURCHASER, and thereafter
neither party hereto shall have any further rights, obligations or liabilities hereunder except
those, if any, which expressly survive the termination of this Agreement.. At the Closing,
SELLER shall obtain releases of any liens encumbering the Property affirmatively placed on the
Property by SELLER without PURCHASER’s consent after the effective date of the Title
Commitment (“Post Effective Date SELLER Encumbrances”). SELLER shall obtain the full
reconveyance, release or other discharge, of record, at or prior to Closing, of any mortgage or
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deed of trust, and shall convey the Property to PURCHASER free of any such mortgage or deed
of trust.

C. Survey. PURCHASER has commissioned a survey of the Property (the

“Survey”) which delineates the portion of the Property that PURCHASER is acquiring
hereunder. If the survey reveals anything that constitutes an exception to the title insurance
commitment, then PURCHASER shall cure said exception. SELLER shall approve the plat of
survey and subdivision that constitutes the Property being purchased.

D. Deed. Title to the property will be conveyed by General Warranty Deed

with Full English Covenants of Title.

8. INSPECTIONS. PURCHASER shall have professional inspections

performed at PURCHASER’s expense (see paragraph 4).

9. CLOSING.

A. At Closing, the SELLER shall convey the Property to PURCHASER

by General Warranty Deed. Grantor’s tax, and any real estate commission that SELLER has
previously agreed to pay, shall be paid by the SELLER. All other Closing costs including,
but not limited to recording taxes, transfer taxes, title and survey costs and other local fees,
shall be paid by the PURCHASER. Each party shall pay its own attorneys' fees. All real
estate taxes are to be adjusted to the date of Closing: If rollback taxes are assessed,
SELLER shall pay the rollback taxes due, if any. This provision shall survive Closing.

B. SELLER shall sign as further Closing Documents such affidavits,

lien waivers, tax certifications and other documents that are reasonably required by
PURCHASER’s title insurance company, settlement agent or government authority.

10. REPRESENTATIONS AND WARRANTIES OF SELLER.

A. SELLER hereby makes the following representations, each of which

shall be true and correct at Closing:

B. AUTHORITY OF SELLER. SELLER has the power to enter into

this Agreement and sell the Property to PURCHASER; is duly authorized to execute and
deliver this Contract and to perform all duties imposed upon SELLER hereunder and upon
execution and delivery of this Contract and of the Deed will constitute a valid and binding
obligation of the SELLER; the execution of this Contract and the consummation of the
transactions contemplated hereby do not result in a breach or violation of, or require the
consent of any other party under any contract, agreement or requirement by which SELLER
is bound or to which SELLER is subject; and SELLER has the authority to execute the Deed
and any and all other documents required hereunder and to convey the Property and to bind
SELLER by signatures thereto. There are no other persons or entities not parties to this
Contract who have an interest of any kind in the Property other than record lien holders
.

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 C. FURTHER REPRESENTATIONS OF SELLER.

1) All contractors, subcontractors, laborers and materialmen performing

work upon, or furnishing labor or materials to improve or benefit the
Property at SELLER's request have been, or will be, paid in full by
SELLER at or prior to Closing..
2) SELLER will, during the term of this Contract, keep any mortgage(s) or
deed(s) of trust against the Property current and not in default, and will
pay taxes and other public charges against the Property

11. REPRESENTATIONS OF PURCHASER.

PURCHASER hereby represents and warrants that:

A. PURCHASER has full power and authority to enter into and

consummate the transactions contemplated by this Contract, and all consents and approvals
necessary therefor have been obtained.

B. The execution and delivery of this Contract by PURCHASER and

performance by PURCHASER of its obligations under this Agreement will not conflict
with or result in a breach of, or constitute a default under, any of the provisions of any law,
governmental rule, regulation, judgment, decree or order by which PURCHASER is bound,
or by any of the provisions of any contract to which PURCHASER is bound.

C. PURCHASER hereby represents, certifies and warrants to SELLER

as follows: (1) PURCHASER is not named by, and is not acting, directly or indirectly, for
or on behalf of any person, group, entity or nation named by, any Executive Order,
including, without limitation, Executive Order 13224, or the United States Treasury
Department as a terrorist, “Specially Designated National and Blocked Person,” or other
banned or blocked person, entity, nation or transaction pursuant to any law, order, rule or
regulation that is enacted, enforced or administered by the Office of Foreign Assets Control
(“OFAC”); (2) PURCHASER is not engaged in the transaction which is the subject of this
Contract, directly or indirectly, for or on behalf of, or instigating or facilitating the
transaction which is the subject of this Contract, directly or indirectly on behalf of, any such
person, group, entity or nation; and (3) none of the proceeds used to pay the Purchase Price
have been or will be derived from a “specified unlawful activity” as defined in, and
PURCHASER is not otherwise in violation of, the Money Laundering Control Act of 1986,
as amended, or any other applicable laws regarding money laundering activities.
Furthermore, PURCHASER agrees to immediately notify SELLER if PURCHASER was,
is, or in the future becomes a “senior foreign political figure,” or an immediate family
member or close associate of a “senior foreign political figure”, within the meaning of
Section 312 of the USA PATRIOT Act of 2001. Notwithstanding anything to the contrary,
PURCHASER acknowledges and agrees that the foregoing representations, certifications
and warranties shall be and remain true and in full force and effect on the date hereof
through the Closing Date (and any extension of the Closing Date) and that any breach

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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.

D. HISTORIC SIGNIFICANCE. PURCHASER acknowledges the

historic significance of the Property and agrees to open the Property to the public two times
a year during PURCHASERS’ ownership.

12. CONDITION OF THE PROPERTY.

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:

SELLER AFFIRMATIVELY REPRESENTS THAT IT AND ITS

BENEFICIARY HAS NO ACTUAL KNOWLEDGE OF HAZARDOUS
MATERIALS AT THE PROPERTY.

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 13. POSSESSION.

Possession of the Property shall be given at Closing, unless otherwise agreed in

writing by the Parties. SELLER agrees to deliver all the keys to each building or structure
on the Property, and SELLER agrees to deliver the Property in broom-clean condition,
empty of all SELLER’S personal property, not included in this sale, ordinary wear and tear
excepted, but with such repairs and improvements as the parties otherwise agree. SELLER
will remove items and furniture not conveyed with the Property, including, but not limited
to, pianos, organ, display cases, and large corner built-in display cabinet (from the northwest
corner room on the ground floor). SELLER shall exercise reasonable and ordinary care in
the maintenance and upkeep of the Property between the date of this Contract and the time
of Closing.

14. CONDITIONS.

It shall be a condition of PURCHASER’s obligations to close hereunder that

SELLER’s representations and warranties remain true and correct as of the date of
Closing.

15. NO FURTHER ENCUMBRANCE.

Between the Effective Date and Closing, SELLER will not grant any easements or
rights of way, or other such encumbrances of the Property

16. PRE-SETTLEMENT TENANT POSSESSION.

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.

17. VIOLATIONS. SELLER has no actual knowledge of and has received no

notice of violation of any local, state or federal laws regarding the Property that has not
been completely cured if SELLER should receive such notice. In the event that SELLER
receives notice of such violation, SELLER will immediately notify PURCHASER and
SELLER will cure the same.

18. SUITS -- PROCEEDINGS. To SELLER’s actual there is no action, suit

or proceeding pending against, or to the actual knowledge of SELLER, threatened against
or affecting SELLER before any court or arbitrator or any governmental body, agency or
official in which there is a substantial likelihood of an adverse decision which could
impact the Property or materially affect the ability of SELLER to perform its obligations
under this Contract.

19.

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 20. GENERAL PROVISIONS:

A. REAL ESTATE COMMISSION: PURCHASER represents and

warrant that it has not dealt with a broker, finder or other person with respect to this Contract or
the transaction contemplated hereby. SELLER has been represented by a real estate broker and
agrees to indemnify and hold Purchaser harmless against any loss, liability, damage, cost,
expense or claim incurred by reason of any brokerage commission or finder's fee alleged to be
payable sale of the Property.

B. APPLICABLE LAW. The provisions of this Agreement and the

application thereof shall be governed by the laws of the Commonwealth of Virginia.

C. SUCCESSORS AND ASSIGNS. This Agreement shall be binding

upon the parties hereto and their successors and assigns.

D. SURVIVAL. This Contract of Sale and Purchase shall not be merged

into the SELLER's Closing Documents or Deed at Closing and shall survive the execution
and delivery of the SELLER's Closing Documents and Deed.

E. DEFAULTS. In the event of default by either party hereunder,

written notice thereof shall be given as hereinafter provided affording unto the defaulting
party the period of five (5) calendar days after receipt of such written notice to correct any
such default.

F. NOTICES. Unless otherwise agreed to by the parties any and all

notices required hereunder shall be sent to the parties by (1) certified or registered mail,
return receipt requested, (3) hand delivery; or (4) facsimile transmission at the following
addresses:
If to SELLER:

TOWN OF WARRENTON
C/O Whitson Robinson, Town Attorney
6 Court Street
PO Box 341
Warrenton, Virginia
_____________________________________________________________

If to PURCHASER:

KIRK AND REBECCA GOOLSBY

248 Onyx Way
Warrenton, Virginia 20186

Copies to:
Merle W. Fallon, Esquire
c/o FALLON, MYERS & MARSHALL, LLP
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 110 Main Street
Warrenton, Virginia 20186

G. EFFECTIVE DATE. As used herein, the term "Effective Date" shall

mean the latest date as shown on the last page hereof upon which this Contract for the Sale
and Purchase of Real Estate is fully executed by all of the parties hereto.

H. TIME IS OF THE ESSENCE. Time is of the essence as to all

provisions of the Contract.

I. CONSTRUCTION OF CONTRACT. This Contract shall be

construed as having been prepared by both the SELLER and the PURCHASER.

J. RISK OF LOSS. The risk of loss or damage to the real property,

improvements, fixtures, or equipment, by fire or other casualty (“Casualty”) until the Deed
is recorded is assumed by SELLER. In the event of such loss or damage prior to Closing,
PURCHASER, at its election, may terminate this Contract without any further liability of either
party to the other, except that SELLER shall refund the deposit to PURCHASER.

K. MEDIATION. The parties agree that should any dispute arise

between them relating to this Contract, the parties agree to first submit the dispute to the
Piedmont Dispute Resolution Center, Warrenton, Virginia, with each party bearing their
own costs, expenses and attorney’s fees for said mediation and splitting the mediation fees,
regardless of the result of the mediation. The mediator shall be a retired judge of a Circuit
Court in Virginia chosen by the Piedmont Dispute Resolution Center, taking into account
the nature of the dispute. In the event that mediation shall fail, the parties consent to the
jurisdiction of the Circuit Court of Fauquier County, Virginia, and to the application of
Virginia law as the controlling body of law, should litigation be filed by either party. If
litigation ensues, the prevailing party shall be entitled to recover their reasonable attorney’s
and other fees, costs and expenses from the other party.

L. DURATION OF OFFER. The offer by PURCHASER as set forth

in this Contract, unless accepted by SELLER, shall terminate and be of no force and effect
after the SEVENTH (7th) calendar day following the date PURCHASER executes and
delivers this Contract to SELLER. The Investigation Period shall commence to run on the
first business day following the delivery to PURCHASER by SELLER of the fully
executed Contract and this Contract, upon such delivery, shall be deemed to be fully in
force and operable subject to the terms hereof.

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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.

[The remainder of this page is intentionally left blank.]

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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)

SELLER: TOWN OF WARRENTON

Date of Acceptance/Time
April ____, 2018/ ___A.M/P.M
BY:_____________________________________

Its: ______________________________________
Authorized Agent

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