MCBOS Amended Contract - Criglersville Elementary School 112823

THIS AMENDED AND RESTATED REAL ESTATE CONTRACT made effective as
of the 14th day of September 2022 (this “Amended Contract”), by and between THE COUNTY
OF MADISON, a political subdivision of the Commonwealth of Virginia, hereinafter referred to
as SELLER or the COUNTY, whose address is 414 N. Main Street, Madison, Virginia 22727,
and CRIGLERSVILLE ELEMENTARY SCHOOL, LLC, a Virginia limited liability
company, hereinafter referred to as PURCHASER (both, Seller and Purchaser, collectively, the
“Parties” or individually, a “Party”);
W I T N E S S E T H:
WHEREAS, The COUNTY OF MADISON hereby agrees to sell, and CRIGLERSVILLE
ELEMENTARY SCHOOL, LLC, hereby agrees to purchase the real property set forth below;
WHEREAS, the Parties entered into a Real Estate Contract dated June 14, 2022 (the
“Original Contract”) and now desire to amend certain provisions thereto by execution of this
Contract;
WHEREAS, closing under the Original Contract did not occur on September 14, 2022 and
Purchaser now seeks to purchase, and the County desires to sell, the Property (defined below) as
it is currently zoned, and Purchaser understands that the County may never agree to a rezoning of
the Property;
WHEREAS, the County shall retain an easement of a 0.819 acre portion of the Property
currently being leased by the County to Madison County Historical Society, Inc. (the “Historical
Society”) for use as a public museum commonly known as the Criglersville Mountain Museum
(the “Museum”); and
WHEREAS, in consideration of the premises and mutual covenants contained herein, the
Parties hereby agree as follows:
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1. IDENTIFICATION OF PROPERTY
Seller owns all that certain real property known as Criglersville Elementary School, Tax
Map Parcel 21-61, containing 5.83 acres, more or less (the “Property”), as more particularly
described in that certain Division Survey of: BOARD OF SUPERVISORS OF MADISON
COUNTY Property IN 050001992, Tax Map 21-61 Madison County, Va. prepared by Lewis
Surveying Inc. and dated July 11, 2022, as revised _____________ attached hereto as Exhibit A
(the “Survey”). Seller agrees to sell, and Purchaser agrees to purchase, the Property, with
improvements, subject to the Restrictive Covenants set forth in the Declaration of Restrictive
Covenants attached hereto as Exhibit B.
2. EASEMENT
The County shall retain an easement in a certain 0.819 acre portion of real property
denoted as Parcel X on the Survey consistent with the terms set forth in the Reservation of
Easement by Madison County attached hereto as Exhibit C. Currently, the County leases this
portion to the Historical Society to operate the Museum.
3. PURCHASE PRICE
The Purchase Price of the Property is Twenty-Five Thousand and 00/100 Dollars
($25,000.00) (the “Purchase Price”), which shall be due and payable as follows: Cash at
Closing.
4. CLOSING DATE, POSSESSION DATE and PRORATIONS
The delivery of the Deed (defined below) and the balance of the Purchase Price and
possession of the Property shall occur upon five (5) days notice by the Purchaser to the County,
but in no event later than December 15, 2023 (the “Closing”). Time is of the essence. Closing
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shall be conducted by Integrity Title Company, LLC, 243 E. Church Street, Orange, Virginia
22960.
5. TAXES AND ASSESSMENTS
Real estate taxes and other assessments against the Property shall commence on the Closing
date. The Property is not subject to any back taxes, penalties or interest. The Property shall be
carried on the real estate rolls of Madison County and shall be subject to real estate ad valorem
taxes payable by the Purchaser upon the recording of the Deed in this matter.
6. EARNEST MONEY DEPOSIT
Purchaser’s deposit of Five Thousand and 00/100 Dollars ($5,000.00) remains in place
held by the Law Offices of Sean D. Gregg, PLC (the “Deposit”). The Deposit shall be applied
against the Purchase Price at Closing.
7. TITLE
At Closing, Seller shall convey to Purchaser good and marketable fee simple title to the
Property by Deed of Special Warranty, free of all liens, defects, tenancies, encumbrances and
encroachments, except as otherwise indicated herein, and subject only to such restrictions and
easements as shall then be of record (the “Deed”). If a defect is found by Purchaser, in Purchaser’s
sole discretion, which can be remedied by legal action within a reasonable time, Seller shall, at
Seller’s expense, promptly take such action as is necessary to cure the defect. If Seller, acting in
good faith, is unable to have such defect corrected prior to or at Closing, after notice of such defect
is given to Seller, then this Amended Contract may be terminated by either Seller or Purchaser.
Seller agrees to pay the expense of preparing the Deed, certificates of non-foreign status
and Form 1099-S and the recordation tax applicable to grantors.
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Except as otherwise agreed herein, all other expenses incurred by Purchaser in connection
with this purchase, including, without limitation, surveys, title examinations, insurance premiums,
recording costs, loan document preparation costs, and fees of Purchaser’s attorney, shall be borne
by Purchaser.
8. WARRANTIES
Seller is the owner of the Property and is selling the Property “AS-IS” and in its current
condition, and with its current A-1 Zoning. The building is a former school building and was built
during times that many building materials that were in common use have since been outlawed.
This building has not been used as a school since 2002, and any future use of the building as a
private school or daycare shall only be by Special Use Permit pursuant to Section 3-2-11 of the
County Zoning Ordinance. Accordingly, Purchaser shall, as part of his due diligence, contract with
any environmental inspectors and remediation companies to assess the appropriateness of the
building for his uses. Otherwise, Seller makes no warranties as to the condition of the Property,
the existence of hazardous materials, or toxic chemicals as defined by 42 U. S. C. § 1251 et seq
and/or 42 U.S.C. § 9601 et seq, or 42 U. S. C. § 6901, or 33 U. S. C. § 1317 (1), or 15 U. S. C.
§2606(f) or 49 U. S. C. § 1801 et seq. Notwithstanding the foregoing, Seller shall remove the
playground equipment on the Property prior to Closing.
9. PROPERTY CONDITION AND RISK OF LOSS
Purchaser accepts the Property in its present condition. Purchaser shall be responsible for
all environmental remediation that may be required for the Property and test the soil in any area
before removing the items.
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All risk of loss shall remain on the Seller until the date of Closing. If there is any material
change in the Property prior to Closing, Purchaser shall have the option of terminating this
Amended Contract and having the Deposit immediately returned to it.
10. REAL ESTATE COMMISSION
The Seller and Purchaser hereby acknowledge that no real estate agent was involved in
this sale and each agree to hold the other harmless from any claim for a commission by reason of
any action on their part.
11. ASSIGNMENT
The Purchaser may not assign this Amended Contract or its rights hereunder without the
express written consent of the Seller. Such assignment shall not relieve Purchaser of its obligations
under this Amended Contract in the absence of an express written release from Seller.
12. ACCEPTANCE OF THE DEED
The acceptance of the Deed by Purchaser shall be deemed to be the full performance and
discharge of every agreement and obligation of Seller herein contained and expressed, with the
exception of any paragraph which specifically states that it survives Closing.
13. MISCELLANEOUS
The parties to this Amended Contract agree that it shall be binding upon them, and their
respective personal representatives, successors and assigns; that unless amended in writing by
Seller and Purchaser, this Amended Contract contains the final agreement between the Parties
hereto, and that they shall not be bound by any terms, conditions, oral statements, warranties or
representations not herein contained; and that it shall be construed under the laws of the
Commonwealth of Virginia.
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14. DEFAULT
This Amended Contract is a novation of the Original Contract between the Parties. Any
claims either Party may have for any reason against the other Party under the Original Contract
are hereby released by entering into this Amended Contract. Notwithstanding the foregoing, the
Parties hereby acknowledge and agree that either Party may sue the other Party for any damages
or any other right or remedy, including, but not limited to specific performance, which each Party
may otherwise have against the other Party, either at law, in equity, or otherwise under this
Amended Contract.
15. SEVERABILITY
If any provision of this Amended Contract shall be held invalid, the other provisions hereof
shall not be affected thereby and shall remain in full force and effect.
16. FURTHER ACTIONS
Each party hereto shall execute and deliver or cause to be executed and delivered any and
all instruments reasonably required to convey the Property to the Purchaser and to vest in each
party all rights, interest and benefits intended to be confirmed by this Amended Contract.
17. AUTHORITY OF SIGNATURES
Each party to this Amended Contract warrants to the other that the respective signatories
have the full right and authority to enter into and consummate this Amended Contract and all
related documents. Seller shall deliver to Purchaser such Resolutions, Certificates of Authority,
and Certificates of Good Standing as the Purchaser may reasonably request.
[Signatures appear on the following pages]
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WITNESS the parties have executed this Amended Contract effective as of the 14th day of
September 2022.
Seller:
COUNTY OF MADISON, a political subdivision of the
Commonwealth of Virginia
By: ________________________________________
R. Clay Jackson, Chairman
Madison County, Virginia, Board of Supervisors
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Buyer:
Criglersville Elementary School, LLC, a Virginia limited

liability company
___________________________________________
Felix Schapiro, Manager
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Exhibit A
Survey
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Exhibit B
DECLARATION OF RESTRICTIVE COVENANTS

Regarding Ownership and Occupancy of Property
THESE RESTRICTIVE COVENANTS, made this _____ day of __________, 2023

(the “Restrictive Covenants”), by and between the County of Madison, a political subdivision of
the Commonwealth of Virginia (the “County” or the “Seller”) and Criglersville Elementary
School, LLC, a Virginia limited liability company (the “Purchaser”) (both, Seller and Purchaser,
collectively, the “Parties”).
WHEREAS, the Purchaser has offered to purchase certain real property located within
the County of Madison, Virginia, owned by the County, such property being commonly known
as the Criglersville Elementary School, more particularly described in the attached Exhibit A (the
“Property”); and
WHEREAS, the Seller has accepted the Purchaser’s offer to purchase the Property
pursuant to that certain Real Estate Contract dated June 14, 2022, as amended by the Amended
and Restated Real Estate Contract dated effective as of September 14, 2022 (as amended, the
“Contract”); and,
WHEREAS, in connection with the Purchaser’s purchase of the Property, and for purpose
of promoting economic development within the County, the County and the Purchaser wish to
subject the Property to these Restrictive Covenants.
NOW, THEREFORE, WITNESSETH THAT the Parties hereto do declare and covenant
that, in connection with the Purchaser’s purchase of the Property, such Property shall be held and
conveyed subject to the following covenants, which shall be recorded in the Office of the Clerk
of the Circuit Court of the County of Madison, Virginia, and shall be enforceable by the County
in the manner described below:
1. Rehabilitation. The Purchaser shall commence the rehabilitation of the primary

structure existing upon the Property within thirteen (13) months of the date that Seller conveys
title of the Property to Purchaser pursuant to the Contract.
2. Restriction on Use. The Property is currently zoned A-1; provided, however, the
Property shall never be used as an equipment storage yard, inventory storage yard, or salvage
yard.
3. Reversion of Title. The parties agree that at the County’s option, the County shall have
the right to repurchase the Property at a purchase price no greater than the sum of the Purchase
Price for the Property under the Contract plus the verified costs of improvement, as evidenced by
invoices, if the Purchaser fails to obtain a Certificate of Occupancy for the primary structure on
the Property within four (4) years of the date this Declaration is executed. The County shall have
sixty (60) days from the four (4) year anniversary of the date this Declaration is executed in
which to notify Purchaser in writing of its decision to repurchase the Property pursuant to these
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terms. Purchaser shall inform and provide the County receipts and invoices for any costs for
which Purchaser seeks reimbursement. If the County decides to repurchase the Property as set
forth herein, closing shall take place within sixty (60) days of the date the County notifies
Purchaser of its decision to repurchase the Property.
4. Term. These Restrictive Covenants shall run with the land, and shall be binding upon
the heirs, assigns, and successors in interest or title of the Parties hereto.
5. Enforcement. Upon the notice by the County to the Purchaser of the Property of a
default under this Declaration and Purchaser’s failure to cure the default within thirty (30) days
of such notice; or, if such a default is not curable within thirty (30) days, Purchaser’s failure to
commence to cure the default within thirty (30) days of such notice and then to diligently pursue
to cure the default thereafter, then the County may enforce these Restrictive Covenants by any
suit at law or in equity permitted by the laws of the Commonwealth of Virginia. The County
reserves the right to petition a court of competent jurisdiction for specific performance of any of
the Purchaser’s obligations herein, or for the injunction of any action undertaken in violation of
these Restrictive Covenants; provided, however, that a petition for specific performance or
injunction shall not preclude any other relief permitted by law. In any action instituted by the
County to enforce these Restrictive Covenants, the Purchaser shall pay all costs, including, but
not limited to, court costs and reasonable attorney’s fees.
(Remainder of page intentionally left blank and signatures are to follow on the following pages)
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IN WITNESS WHEREOF, the following signatures and seals, this the date first above written.
COUNTY OF MADISON, a political subdivision

of the Commonwealth of Virginia
By: ______________________________________
R. Clay Jackson, Chairman, Madison County,
Virginia, Board of Supervisors
STATE OF VIRGINIA
} TO WIT:
COUNTY OF MADISON
Before me, _____________________, notary public, personally appeared R. Clay Jackson, who
presented valid identification and executed this instrument, as Chairman of the Board of
Supervisors of Madison County, Virginia, a political subdivision of the Commonwealth of
Virginia.
Witness, my hand and Notarial Stamp or Seal, this _____day of ______, 2023.
_____________________________________
Notary Public
My Commission expires: _________________
Registration Number: ____________________
(Signatures continue on the following page)
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liability company
By: ___________________________________________
STATE OF VIRGINIA
} TO WIT:
CITY OF RICHMOND
Before me, _____________________, notary public, personally appeared Felix Schapiro, who
presented valid identification and executed this instrument, as Manager of Criglersville
Elementary School, LLC, a Virginia limited liability company, on behalf of the limited liability
company.
_____________________________________
Notary Public
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Exhibit A
Legal Description
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Exhibit C
This Reservation is exempt from (i) recordation taxes pursuant to § 58.1-811.A.3. of the Code of
Virginia (1950), as amended, and (ii) the payment of Clerk's fees pursuant to
§§17.1-266 and 17.1-279(E) of said Code.
Instrument Prepared By and After Recording Return To:

Ashley B. Kyle, Esquire
Virginia State Bar No. 76951
Roth Jackson Gibbons Condlin PLC
8200 Greensboro Drive, Suite 820
McLean, Virginia 22102
Tax Map 21-61
RESERVATION OF EASEMENT BY MADISON COUNTY
This RESERVATION OF EASEMENT (this “Reservation”) is made and entered into

this ____ day of _________ 2023 (“Effective Date”), by and between CRIGLERSVILLE
ELEMENTARY SCHOOL, LLC, a Virginia limited liability company (the “Company”), to be
indexed as Grantor and Grantee, and THE COUNTY OF MADISON, a political subdivision of
the Commonwealth of Virginia (the “County”), to be indexed as Grantor and Grantee.
RECITALS
A. Contemporaneously herewith, the County is conveying to the Company certain real

property known as Criglersville Elementary School, Tax Map Parcel 21-61 containing 5.83 acres,
more or less (the “Property”), as more particularly described in that certain Division Survey of:
BOARD OF SUPERVISORS OF MADISON COUNTY Property IN 050001992, Tax Map 21-61
Madison County, Va. Prepared by Lewis Surveying Inc. and dated July 11, 2022, as revised
___________ attached hereto as Exhibit A (the “Survey”)
B. The County is reserving an easement in a 0.819 acre portion of the Property denoted
as Parcel X on the Survey (the “0.819 Acre Portion”), as set forth below.
C. The Company and the County desire to establish, declare and grant for the benefit
of one another certain easements in, and mutual rights and obligations with respect to, the 0.819
Acre Portion and the Property as hereinafter set forth.
WITNESSETH
That for the sum of Ten Dollars ($10.00) and other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the County and the Company agree and covenant
as follows.
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1. Recitals; Exhibits. The recitals set forth above and exhibits attached hereto are
incorporated herein by this reference.
2. 0.819 Acre Portion Use Easement. The County does hereby reserve a perpetual,
non-exclusive right, privilege and easement to use the 0.819 Acre Portion currently used (a) as a
public museum and to continue to operate the museum and (b) to facilitate voting on days
designated for National, State and County elections (“Election Days”), subject to the terms and
conditions contained herein.
3. 0.819 Acre Portion Parking Easement. The County does hereby grant and convey
unto the Company, its successors and assigns, the perpetual, non-exclusive right, privilege, and
easement for parking on the 0.819 Acre Portion in the spaces shown on the Survey subject to the
terms and conditions contained herein.
4. Property Parking Easement. The County hereby reserves a perpetual, non-

exclusive right, privilege, and easement for parking on the Property in the spaces shown on the
Survey on Election Days subject to the terms and conditions contained herein. The County and
the Company hereby expressly acknowledge and agree that the County shall only benefit from,
and the Property shall only be burdened by, such easement on Election Days.
5. Maintenance, Utilities and Taxes. The County shall be fully responsible for (a) the
repair, operation, maintenance and any necessary replacement of the improvements and
appurtenances located on the 0.819 Acre Portion, and (b) all utilities required to operate the
museum on the 0.819 Acre Portion. The County hereby agrees not to assess or collect any taxes
pertaining to the 0.819 Acre Portion upon or from the Company.
6. Runs with Land. This Reservation shall be perpetual in nature, shall run with the
land, and shall be binding upon the parties and their respective successors and permitted assignees.
7. Non-Exclusive. The County, and its successors and assigns, may use the 0.819
Acre Portion for any purpose not inconsistent with the rights hereby granted, provided such use
does not interfere with the use and enjoyment of the 0.819 Acre Portion by the Company or its
invitees, guests, customers, and employees, and further provided that such use is not inconsistent
with any laws, ordinances or codes pertaining thereto. The Company, and its successors and
assigns, may use the parking area on the 0.819 Acre Portion for any purpose not inconsistent with
the rights hereby granted, provided such use does not interfere with the use and enjoyment of the
0.819 Acre Portion by the County or its invitees, guests, customers, and employees, and further
provided that such use is not inconsistent with any laws, ordinances or codes pertaining thereto.
8. Insurance. The County shall (or shall cause any of its respective employees,
contractors, agents, consultants, representatives, or invitees to) obtain and maintain a policy of
broad form commercial general liability insurance to protect against any liability which arises from
any occurrence on or about the 0.819 Acre Portion. Such policy shall be in the same amount for
liability coverage as the County maintains for the County Courthouse. The County shall name the
Company as an additional insured thereunder.
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9. No Dedication. The rights granted to the County and Company herein are private
easements only, and this Reservation and the reservation and grant of the easements pursuant to
the terms hereof is not intended to, and shall not be construed to, dedicate to the public any
easement or other rights in and to the 0.819 Acre Portion or the Property or any portion thereof.
10. Authority. The County and the Company each represent and warrant to one another
that this Reservation has been duly authorized, executed and delivered by all necessary action on
either party’s behalf, constitutes the valid and binding agreement of the County and the Company,
and is enforceable in accordance with its terms.
11. Notices. Any notice required or permitted to be given pursuant to this Reservation
shall be in writing and may be given (i) in person, (ii) by U.S. first-class, postage-prepaid, certified
mail, return receipt requested, or (iii) by Federal Express or comparable guaranteed overnight
delivery service to the parties at the following addresses:
If to the County:
Madison County Board of Supervisors

414 N. Main Street
P.O. Box 705
Madison, Virginia 22727
With a required copy to:
Hannon Wright, Esq.

1540 Insurance Lane
Charlottesville, Virginia 22911
If to the Company:
Criglersville Elementary School, LLC

1120 Old Blue Ridge Turnpike
Attn: Felix Schapiro
ROTH JACKSON
Attention: Ashley B. Kyle, Esq.
Notice shall be deemed to have been given upon receipt, provided failure or refusal to accept
delivery shall constitute receipt. Any party may change its address for notice purposes by not less
than ten (10) days’ notice to the other parties.
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12. Default. If any party hereto, or its respective successors or assigns, defaults in the
performance of the obligations under this Reservation, the non-defaulting party shall be entitled to
pursue its remedies at law and in equity with respect to such default.
13. Governing Law; Consent to Jurisdiction. Notwithstanding the place where this
Reservation may be executed by any of the parties hereto, the parties agree that all terms and
provisions of this Reservation will be construed and enforced in accordance with the laws of the
Commonwealth of Virginia without regard to conflict of laws principles. The parties consent to
the jurisdiction of the state courts of the Commonwealth of Virginia, with venue in Madison
County, Virginia.
14. Counterparts. This Reservation may be executed in one (1) or more counterpart
signature pages.
15. Amendment. No modification, amendment or termination of this Reservation shall

be valid, binding or enforceable unless the same is in written form, executed and acknowledged
by or on behalf of both parties hereto, on their respective successors or assigns, and by or on behalf
of each trustee and noteholder under any mortgage or deed of trust constituting a lien on the 0.819
Acre Portion and/or the Property, and duly filed for record among the land records of the County.
16. Severability. If any portion of this Reservation shall be held to be invalid or

unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.
If a court finds that any provision of this Reservation is invalid or unenforceable, but that by
limiting such provision, it would become valid and enforceable, then such provision shall be
deemed to be written, construed and enforced as so limited.
17. Waiver. The failure of either party to enforce any provisions of this Reservation
and compel strict compliance shall not be construed as a waiver or limitation of that party’s right
to subsequently enforce and compel strict compliance with every provision of this Reservation.
[Signature pages follow]
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WITNESS the following signatures and seals.
COUNTY:

By: ______________________________________
STATE OF VIRGINIA
CITY/COUNTY OF ____________} TO WIT:
Virginia.
_____________________________________
Notary Public
Approved as to Form by:
____________________
County Attorney
[Signatures continue on following page]
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COMPANY:
CRIGLERSVILLE ELEMENTARY SCHOOL,

LLC, a Virginia limited liability company
By: ______________________________________
STATE OF VIRGINIA
company.
_____________________________________
Notary Public
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Exhibit A
Survey
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DRAFT VERSION
MADISON COUNTY
BOARD OF SUPERVISORS AGENDA
Meeting Date:11/28/2023
Item Number:3
Updated Amended Documents Provided 11/27/2023:

Criglersville Amended and Restated Real Estate Contract 11/27/2023
Criglersville Property Survey 11.27.23
THIS AMENDED AND RESTATED REAL ESTATE CONTRACT made effective as
of the 14th day of September 2022 (this “Amended Contract”), by and between THE COUNTY
OF MADISON, a political subdivision of the Commonwealth of Virginia, hereinafter referred to
as SELLER or the COUNTY, whose address is 414 N. Main Street, Madison, Virginia 22727,
and CRIGLERSVILLE ELEMENTARY SCHOOL, LLC, a Virginia limited liability
company, hereinafter referred to as PURCHASER (both, Seller and Purchaser, collectively, the
“Parties” or individually, a “Party”);
W I T N E S S E T H:
WHEREAS, The COUNTY OF MADISON hereby agrees to sell, and CRIGLERSVILLE
ELEMENTARY SCHOOL, LLC, hereby agrees to purchase the real property set forth below;
WHEREAS, the Parties entered into a Real Estate Contract dated June 14, 2022 (the
“Original Contract”) and now desire to amend certain provisions thereto by execution of this
Contract;
WHEREAS, closing under the Original Contract did not occur on September 14, 2022 and
Purchaser now seeks to purchase, and the County desires to sell, the Property (defined below) as
it is currently zoned, and Purchaser understands that the County may never agree to a rezoning of
the Property;
WHEREAS, the County shall retain an easement of a 0.819 acre portion of the Property
currently being leased by the County to Madison County Historical Society, Inc. (the “Historical
Society”) for use as a public museum commonly known as the Mountain Museum at Criglersville
(the “Museum”); and
WHEREAS, in consideration of the premises and mutual covenants contained herein, the
Parties hereby agree as follows:
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1. IDENTIFICATION OF PROPERTY
Seller owns all that certain real property known as Criglersville Elementary School, Tax
Map Parcel 21-61, containing 5.83 acres, more or less (the “Property”), as more particularly
described in that certain Division Survey of: BOARD OF SUPERVISORS OF MADISON
COUNTY Property IN 050001992, Tax Map 21-61 Madison County, Va. prepared by Lewis
Surveying Inc. and dated November 23, 2023 attached hereto as Exhibit A (the “Survey”).
Seller agrees to sell, and Purchaser agrees to purchase, the Property, with improvements, subject
to the Restrictive Covenants set forth in the Declaration of Restrictive Covenants attached hereto
as Exhibit B.
2. EASEMENT
The County shall retain an easement in a certain 0.819 acre portion of real property
denoted as Parcel X on the Survey consistent with the terms set forth in the Reservation of
Easement by Madison County attached hereto as Exhibit C. Currently, the County leases this
portion to the Historical Society to operate the Museum.
3. PURCHASE PRICE
The Purchase Price of the Property is Twenty-Five Thousand and 00/100 Dollars
($25,000.00) (the “Purchase Price”), which shall be due and payable as follows: Cash at
Closing.
4. CLOSING DATE, POSSESSION DATE and PRORATIONS
The delivery of the Deed (defined below) and the balance of the Purchase Price and
possession of the Property shall occur upon five (5) days notice by the Purchaser to the County,
but in no event later than December 15, 2023 (the “Closing”). Time is of the essence. Closing
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shall be conducted by Integrity Title Company, LLC, 243 E. Church Street, Orange, Virginia
22960.
5. TAXES AND ASSESSMENTS
Real estate taxes and other assessments against the Property shall commence on the Closing
date. The Property is not subject to any back taxes, penalties or interest. The Property shall be
carried on the real estate rolls of Madison County and shall be subject to real estate ad valorem
taxes payable by the Purchaser upon the recording of the Deed in this matter.
6. EARNEST MONEY DEPOSIT
Purchaser’s deposit of Five Thousand and 00/100 Dollars ($5,000.00) remains in place
held by the Law Offices of Sean D. Gregg, PLC (the “Deposit”). The Deposit shall be applied
against the Purchase Price at Closing.
7. TITLE
At Closing, Seller shall convey to Purchaser good and marketable fee simple title to the
Property by Deed of Special Warranty, free of all liens, defects, tenancies, encumbrances and
encroachments, except as otherwise indicated herein, and subject only to such restrictions and
easements as shall then be of record (the “Deed”). If a defect is found by Purchaser, in Purchaser’s
sole discretion, which can be remedied by legal action within a reasonable time, Seller shall, at
Seller’s expense, promptly take such action as is necessary to cure the defect. If Seller, acting in
good faith, is unable to have such defect corrected prior to or at Closing, after notice of such defect
is given to Seller, then this Amended Contract may be terminated by either Seller or Purchaser.
Seller agrees to pay the expense of preparing the Deed and Form 1099-S and the
recordation tax applicable to grantors.
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Except as otherwise agreed herein, all other expenses incurred by Purchaser in connection
with this purchase, including, without limitation, surveys, title examinations, insurance premiums,
recording costs, loan document preparation costs, and fees of Purchaser’s attorney, shall be borne
by Purchaser.
8. WARRANTIES
Seller is the owner of the Property and is selling the Property “AS-IS” and in its current
condition, and with its current A-1 Zoning. The building is a former school building and was built
during times that many building materials that were in common use have since been outlawed.
This building has not been used as a school since 2002, and any future use of the building as a
private school or daycare shall only be by Special Use Permit pursuant to Section 3-2-11 of the
County Zoning Ordinance. Accordingly, Purchaser shall, as part of his due diligence, contract with
any environmental inspectors and remediation companies to assess the appropriateness of the
building for his uses. Otherwise, Seller makes no warranties as to the condition of the Property,
the existence of hazardous materials, or toxic chemicals as defined by 42 U. S. C. § 1251 et seq
and/or 42 U.S.C. § 9601 et seq, or 42 U. S. C. § 6901, or 33 U. S. C. § 1317 (1), or 15 U. S. C.
§2606(f) or 49 U. S. C. § 1801 et seq. Notwithstanding the foregoing, Seller shall remove the
playground equipment on the Property prior to Closing.
9. PROPERTY CONDITION AND RISK OF LOSS
Purchaser accepts the Property in its present condition. Purchaser shall be responsible for
all environmental remediation that may be required for the Property and test the soil in any area
before removing the items.
4
All risk of loss shall remain on the Seller until the date of Closing. If there is any material
change in the Property prior to Closing, Purchaser shall have the option of terminating this
Amended Contract and having the Deposit immediately returned to it.
10. REAL ESTATE COMMISSION
The Seller and Purchaser hereby acknowledge that no real estate agent was involved in
this sale and each agree to hold the other harmless from any claim for a commission by reason of
any action on their part.
11. ASSIGNMENT
The Purchaser may not assign this Amended Contract or its rights hereunder without the
express written consent of the Seller. Such assignment shall not relieve Purchaser of its obligations
under this Amended Contract in the absence of an express written release from Seller.
12. ACCEPTANCE OF THE DEED
The acceptance of the Deed by Purchaser shall be deemed to be the full performance and
discharge of every agreement and obligation of Seller herein contained and expressed, with the
exception of any paragraph which specifically states that it survives Closing.
13. MISCELLANEOUS
The parties to this Amended Contract agree that it shall be binding upon them, and their
respective personal representatives, successors and assigns; that unless amended in writing by
Seller and Purchaser, this Amended Contract contains the final agreement between the Parties
hereto, and that they shall not be bound by any terms, conditions, oral statements, warranties or
representations not herein contained; and that it shall be construed under the laws of the
Commonwealth of Virginia.
14. DEFAULT
5
This Amended Contract is a novation of the Original Contract between the Parties. Any
claims either Party may have for any reason against the other Party under the Original Contract
are hereby released by entering into this Amended Contract. Notwithstanding the foregoing, the
Parties hereby acknowledge and agree that either Party may sue the other Party for any damages
or any other right or remedy, including, but not limited to specific performance, which each Party
may otherwise have against the other Party, either at law, in equity, or otherwise under this
Amended Contract.
15. SEVERABILITY
If any provision of this Amended Contract shall be held invalid, the other provisions hereof
shall not be affected thereby and shall remain in full force and effect.
16. FURTHER ACTIONS
Each party hereto shall execute and deliver or cause to be executed and delivered any and
all instruments reasonably required to convey the Property to the Purchaser and to vest in each
party all rights, interest and benefits intended to be confirmed by this Amended Contract.
17. AUTHORITY OF SIGNATURES
Each party to this Amended Contract warrants to the other that the respective signatories
have the full right and authority to enter into and consummate this Amended Contract and all
related documents. Seller shall deliver to Purchaser such Resolutions, Certificates of Authority,
and Certificates of Good Standing as the Purchaser may reasonably request.
[Signatures appear on the following pages]
6
WITNESS the parties have executed this Amended Contract effective as of the 14th day of
September 2022.
Seller:
COUNTY OF MADISON, a political subdivision of the
Commonwealth of Virginia
By: ________________________________________
R. Clay Jackson, Chairman
Madison County, Virginia, Board of Supervisors
7
Buyer:

liability company
___________________________________________
8
Exhibit A
Survey
9
Exhibit B
DECLARATION OF RESTRICTIVE COVENANTS

Regarding Ownership and Occupancy of Property
THESE RESTRICTIVE COVENANTS, made this _____ day of __________, 2023

(the “Restrictive Covenants”), by and between the County of Madison, a political subdivision of
the Commonwealth of Virginia (the “County” or the “Seller”) and Criglersville Elementary
School, LLC, a Virginia limited liability company (the “Purchaser”) (both, Seller and Purchaser,
collectively, the “Parties”).
WHEREAS, the Purchaser has offered to purchase certain real property located within
the County of Madison, Virginia, owned by the County, such property being commonly known
as the Criglersville Elementary School, more particularly described in the attached Exhibit A (the
“Property”); and
WHEREAS, the Seller has accepted the Purchaser’s offer to purchase the Property
pursuant to that certain Real Estate Contract dated June 14, 2022, as amended by the Amended
and Restated Real Estate Contract dated effective as of September 14, 2022 (as amended, the
“Contract”); and,
WHEREAS, in connection with the Purchaser’s purchase of the Property, and for purpose
of promoting economic development within the County, the County and the Purchaser wish to
subject the Property to these Restrictive Covenants.
NOW, THEREFORE, WITNESSETH THAT the Parties hereto do declare and covenant
that, in connection with the Purchaser’s purchase of the Property, such Property shall be held and
conveyed subject to the following covenants, which shall be recorded in the Office of the Clerk
of the Circuit Court of the County of Madison, Virginia, and shall be enforceable by the County
in the manner described below:
1. Rehabilitation. The Purchaser shall commence the rehabilitation of the primary

structure existing upon the Property within thirteen (13) months of the date that Seller conveys
title of the Property to Purchaser pursuant to the Contract.
2. Restriction on Use. The Property is currently zoned A-1; provided, however, the
Property shall never be used as an equipment storage yard, inventory storage yard, or salvage
yard.
3. Reversion of Title. The parties agree that at the County’s option, the County shall have
the right to repurchase the Property at a purchase price no greater than the sum of the Purchase
Price for the Property under the Contract plus the verified costs of improvement, as evidenced by
invoices, if the Purchaser fails to obtain a Certificate of Occupancy for the primary structure on
the Property within four (4) years of the date this Declaration is executed. The County shall have
sixty (60) days from the four (4) year anniversary of the date this Declaration is executed in
which to notify Purchaser in writing of its decision to repurchase the Property pursuant to these
10
terms. Purchaser shall inform and provide the County receipts and invoices for any costs for
which Purchaser seeks reimbursement. If the County decides to repurchase the Property as set
forth herein, closing shall take place within sixty (60) days of the date the County notifies
Purchaser of its decision to repurchase the Property.
4. Term. These Restrictive Covenants shall run with the land, and shall be binding upon
the heirs, assigns, and successors in interest or title of the Parties hereto.
5. Enforcement. Upon the notice by the County to the Purchaser of the Property of a
default under this Declaration and Purchaser’s failure to cure the default within thirty (30) days
of such notice; or, if such a default is not curable within thirty (30) days, Purchaser’s failure to
commence to cure the default within thirty (30) days of such notice and then to diligently pursue
to cure the default thereafter, then the County may enforce these Restrictive Covenants by any
suit at law or in equity permitted by the laws of the Commonwealth of Virginia. The County
reserves the right to petition a court of competent jurisdiction for specific performance of any of
the Purchaser’s obligations herein, or for the injunction of any action undertaken in violation of
these Restrictive Covenants; provided, however, that a petition for specific performance or
injunction shall not preclude any other relief permitted by law. In any action instituted by the
County to enforce these Restrictive Covenants, the Purchaser shall pay all costs, including, but
not limited to, court costs and reasonable attorney’s fees.
(Remainder of page intentionally left blank and signatures are to follow on the following pages)
11
IN WITNESS WHEREOF, the following signatures and seals, this the date first above written.

By: ______________________________________
STATE OF VIRGINIA
} TO WIT:
COUNTY OF MADISON
Virginia.
_____________________________________
Notary Public
(Signatures continue on the following page)
12
liability company
By: ___________________________________________
STATE OF VIRGINIA
} TO WIT:
CITY OF RICHMOND
company.
_____________________________________
Notary Public
13
Exhibit A
Legal Description
14
Exhibit C
This Reservation is exempt from (i) recordation taxes pursuant to § 58.1-811.A.3. of the Code of
Virginia (1950), as amended, and (ii) the payment of Clerk's fees pursuant to
§§17.1-266 and 17.1-279(E) of said Code.
Instrument Prepared By and After Recording Return To:

Ashley B. Kyle, Esquire
Virginia State Bar No. 76951
Roth Jackson Gibbons Condlin PLC
Tax Map 21-61
RESERVATION OF EASEMENT BY MADISON COUNTY
This RESERVATION OF EASEMENT (this “Reservation”) is made and entered into

this ____ day of _________ 2023 (“Effective Date”), by and between CRIGLERSVILLE
ELEMENTARY SCHOOL, LLC, a Virginia limited liability company (the “Company”), to be
indexed as Grantor and Grantee, and THE COUNTY OF MADISON, a political subdivision of
the Commonwealth of Virginia (the “County”), to be indexed as Grantor and Grantee.
RECITALS
A. Contemporaneously herewith, the County is conveying to the Company certain real

property known as Criglersville Elementary School, Tax Map Parcel 21-61 containing 5.83 acres,
more or less (the “Property”), as more particularly described in that certain Division Survey of:
BOARD OF SUPERVISORS OF MADISON COUNTY Property IN 050001992, Tax Map 21-61
Madison County, Va. Prepared by Lewis Surveying Inc. and dated November 23, 2023 attached
hereto as Exhibit A (the “Survey”)
B. The County is reserving an easement in a 0.819 acre portion of the Property denoted
as Parcel X on the Survey (the “0.819 Acre Portion”), as set forth below.
C. The Company and the County desire to establish, declare and grant for the benefit
of one another certain easements in, and mutual rights and obligations with respect to, the 0.819
Acre Portion and the Property as hereinafter set forth.
WITNESSETH
That for the sum of Ten Dollars ($10.00) and other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the County and the Company agree and covenant
as follows.
15
1. Recitals; Exhibits. The recitals set forth above and exhibits attached hereto are
incorporated herein by this reference.
2. 0.819 Acre Portion Use Easement. The County does hereby reserve a perpetual,
non-exclusive right, privilege and easement to use the 0.819 Acre Portion currently used (a) as a
public museum known as the Mountain Museum at Criglersville (the “Museum”) operated by the
Madison County Historical Society, Inc. (the “Historical Society”)) and to continue to operate the
Museum and (b) to facilitate voting on days designated for National, State and County elections
(“Election Days”), subject to the terms and conditions contained herein. With the prior written
consent of the Company, the County or its lessee may expand the Museum within the 0.819 Acre
Portion, which consent shall not be unreasonably withheld.
3. 0.819 Acre Portion Parking Easement. The County does hereby grant and convey
unto the Company, its successors and assigns, the perpetual, non-exclusive right, privilege, and
easement for parking on the 0.819 Acre Portion in the spaces shown on the Survey subject to the
terms and conditions contained herein.
4. Property Parking Easement. The County hereby reserves a perpetual, non-

exclusive right, privilege, and easement for parking on the Property in the spaces shown on the
Survey on Election Days subject to the terms and conditions contained herein. The County and
the Company hereby expressly acknowledge and agree that the County shall only benefit from,
and the Property shall only be burdened by, such easement on Election Days.
5. Maintenance, Utilities and Taxes. The County shall be fully responsible for (a) the
repair, operation, maintenance and any necessary replacement of the improvements and
appurtenances located on the 0.819 Acre Portion, and (b) all utilities required to operate the
Museum on the 0.819 Acre Portion. The County hereby agrees not to assess or collect any taxes
pertaining to the 0.819 Acre Portion upon or from the Company.
6. Runs with Land. This Reservation shall be perpetual in nature, shall run with the
land, and shall be binding upon the parties and their respective successors and permitted assignees.
7. Non-Exclusive. The County, and its successors and assigns, may use the 0.819
Acre Portion for any purpose not inconsistent with the rights hereby granted, provided such use
does not interfere with the use and enjoyment of the Property by the Company or its invitees,
guests, customers, and employees, and further provided that such use is not inconsistent with any
laws, ordinances or codes pertaining thereto. The foregoing rights include the County leasing the
0.819 Acre Portion to the Historical Society to operate the Museum or to another governmental or
civic organization for use as a public building; provided, however, if leased to a civic organization,
the Company must consent to the lessee and the use of such public building, which consent shall
not be unreasonably withheld. The Company, and its successors and assigns, may use the parking
area on the 0.819 Acre Portion for any purpose not inconsistent with the rights hereby granted,
provided such use does not interfere with the use and enjoyment of the 0.819 Acre Portion by the
County or its invitees, guests, customers, and employees, and further provided that such use is not
inconsistent with any laws, ordinances or codes pertaining thereto.
16
8. Insurance. The County shall (or shall cause any of its respective employees,
contractors, agents, consultants, representatives, or invitees to) obtain and maintain a policy of
broad form commercial general liability insurance to protect against any liability which arises from
any occurrence on or about the 0.819 Acre Portion. Such policy shall be in the same amount for
liability coverage as the County maintains for the County Courthouse. The County shall name the
Company as an additional insured thereunder.
9. No Dedication. The rights granted to the County and Company herein are private
easements only, and this Reservation and the reservation and grant of the easements pursuant to
the terms hereof is not intended to, and shall not be construed to, dedicate to the public any
easement or other rights in and to the 0.819 Acre Portion or the Property or any portion thereof.
10. Authority. The County and the Company each represent and warrant to one another
that this Reservation has been duly authorized, executed and delivered by all necessary action on
either party’s behalf, constitutes the valid and binding agreement of the County and the Company,
and is enforceable in accordance with its terms.
11. Notices. Any notice required or permitted to be given pursuant to this Reservation
shall be in writing and may be given (i) in person, (ii) by U.S. first-class, postage-prepaid, certified
mail, return receipt requested, or (iii) by Federal Express or comparable guaranteed overnight
delivery service to the parties at the following addresses:
If to the County:
Madison County Board of Supervisors

414 N. Main Street
P.O. Box 705
Hannon Wright, Esq.

1540 Insurance Lane
Charlottesville, Virginia 22911
If to the Company:
Criglersville Elementary School, LLC

1120 Old Blue Ridge Turnpike
Attn: Felix Schapiro
17
ROTH JACKSON
Attention: Ashley B. Kyle, Esq.
Notice shall be deemed to have been given upon receipt, provided failure or refusal to accept
delivery shall constitute receipt. Any party may change its address for notice purposes by not less
than ten (10) days’ notice to the other parties.
12. Default. If any party hereto, or its respective successors or assigns, defaults in the
performance of the obligations under this Reservation, the non-defaulting party shall be entitled to
pursue its remedies at law and in equity with respect to such default.
13. Governing Law; Consent to Jurisdiction. Notwithstanding the place where this
Reservation may be executed by any of the parties hereto, the parties agree that all terms and
provisions of this Reservation will be construed and enforced in accordance with the laws of the
Commonwealth of Virginia without regard to conflict of laws principles. The parties consent to
the jurisdiction of the state courts of the Commonwealth of Virginia, with venue in Madison
County, Virginia.
14. Counterparts. This Reservation may be executed in one (1) or more counterpart
signature pages.
15. Amendment. No modification, amendment or termination of this Reservation shall

be valid, binding or enforceable unless the same is in written form, executed and acknowledged
by or on behalf of both parties hereto, on their respective successors or assigns, and by or on behalf
of each trustee and noteholder under any mortgage or deed of trust constituting a lien on the 0.819
Acre Portion and/or the Property, and duly filed for record among the land records of the County.
16. Severability. If any portion of this Reservation shall be held to be invalid or

unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.
If a court finds that any provision of this Reservation is invalid or unenforceable, but that by
limiting such provision, it would become valid and enforceable, then such provision shall be
deemed to be written, construed and enforced as so limited.
17. Waiver. The failure of either party to enforce any provisions of this Reservation
and compel strict compliance shall not be construed as a waiver or limitation of that party’s right
to subsequently enforce and compel strict compliance with every provision of this Reservation.
[Signature pages follow]
18
WITNESS the following signatures and seals.
COUNTY:

By: ______________________________________
STATE OF VIRGINIA
Virginia.
_____________________________________
Notary Public
Approved as to Form by:
____________________
County Attorney
[Signatures continue on following page]
19
COMPANY:
CRIGLERSVILLE ELEMENTARY SCHOOL,

LLC, a Virginia limited liability company
By: ______________________________________
STATE OF VIRGINIA
company.
_____________________________________
Notary Public
20
Exhibit A
Survey
21
©
MADISON COUNTY
Meeting Date: 11/28/23
Subject: Old Business
Summary of Information:
Conduit License Agreement – County Attorney
CONDUIT LICENSE AGREEMENT
This conduit license agreement, dated this _____ day of October, 2023, is entered into by
and between Rappahannock Electric Cooperative. (“LICENSEE”) and the Board of Supervisors
of Madison County (“Licensor” or “County”).
WHEREAS, Madison County owns certain property at Tax Map Parcel #48-43C P.B. 25,
PG. 76 in Madison County, colloquially known as Hoover Ridge Park, that currently has a
communications tower.
WHEREAS, the County has existing underground conduit approximately three inches in
diameter, and is willing to permit, subject to the terms and conditions set forth herein,
LICENSEE to use the County’s conduits, where such use will not interfere with County’s own
primary service requirements, or the primary service requirements of others authorized to use the
County’s conduits. Specifically, this area is defined as __________ (hereinafter “County
space”).
WHEREAS, LICENSEE wishes to also use the existing conduit to furnish electrical
service and desires to place and maintain underground cables, wires, and other facilities
(hereinafter cumulatively referred to as “facilities”) in the County space.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
1. Scope. The County as Licensor gives LICENSEE, permission, on the terms and
conditions stated herein, to install and maintain facilities within distribution ducts, conduits,
manholes, handholes, and other distribution structures, (but excluding space on poles or other
aerial facilities) in the County space for use in the provision of electrical service, consistent with
federal and state law and industry standards, along with a license to use such rights-of-way
owned, leased, or controlled by the County as are reasonably required to enable LICENSEE to
access County spaces for such purposes. The aforementioned license is non-exclusive.
2. Effective date and termination. This license is effective the date it is signed by the
second party, and will terminate based on any of the terms and conditions set forth in this
Agreement. No permitted or licensed use of any County land or rights-of-way shall create or vest
in LICENSEE any ownership or property rights herein; LICENSEE’s rights hereunder shall be
and remain a mere license.
3. Term. This Agreement shall become effective upon its execution and shall continue in
effect for ten (10) years. The contract shall be renewed automatically for another ten years unless
LICENSEE is in substantial and material noncompliance. The parties can mutually agree in
writing to additional extensions or a new license agreement. In the event that LICENSEE shall
continue to occupy the County space beyond the term of this Agreement or any extension thereof
without County’s written consent, such holding over shall not constitute a renewal or extension
of this Agreement, but shall create a license from month to month which may be terminated at
any time by County or LICENSEE by giving thirty (30) days advanced written notice to the
Page 1 of 7
other party. At the expiration of the thirty (30) days’ notice period for termination of such
holdover, LICENSEE shall have vacated the County space.
4. Subject to rights of others. The rights and privileges of LICENSEE shall be subject to
the rights and privileges of the County/Licensor as well as others upon whom the County has
conferred contractual rights, or privileges to use its tower, poles and/or conduits prior to the
execution of this Agreement, or predecessors to this Agreement. Licensee shall not use the
conduits in such manner, or install facilities, that are incompatible with County’s/Licensor’s use
of the conduits. The rights of any parties to which Licensor confers tower/pole/conduit
occupancy rights after LICENSEE, however, shall be subject to the rights of LICENSEE set
forth in this Agreement.
5. Assignment. LICENSEE may not assign its rights under this Agreement to any other
entity without Licensor’s prior written consent, which consent shall not be unreasonably
withheld.
6. Facility Removal. Upon termination of this Agreement for any reason, LICENSEE, at
the request of Licensor, shall remove at LICENSEE’ expense, all facilities from Licensor’s poles
and conduits. The maximum time limit for LICENSEE to remove its facilities from Licensor
facilities shall be one year.
7. Authorizations Required. LICENSEE shall secure all authorizations, licenses, permits

and consents required for the construction, operation and maintenance of the facilities. If any
authorizations, licenses, permits or consents obtained by LICENSEE are subsequently revoked
or denied for any reason, Licensor may revoke LICENSEE’s permission to attach to or place in
Licensor’s poles or occupy Licensor’s conduits.
8. Notice prior to attachment or placement, and inspection. Thirty (30) days before
attaching or placing any facilities in any County conduit pursuant to this Agreement, Licensee
shall notify the County Administrator of such attachment or placement. If the County
Administrator desires, and in his sole discretion, he or she can require a make-ready-survey to
determine the adequacy of the existing poles and anchors or conduit capacity to accommodate
LICENSEE’ facilities. The County administrator can hire an outside engineering firm to perform
the survey and LICENSEE shall be responsible for any associated costs. A Licensor may
perform the field inspection portion of the make-ready-survey and LICENSEE may be present if
desired. Licensor reserves the right to deny LICENSEE access to any pole or conduit, on a non-
discriminatory basis, where there is insufficient capacity on or in Licensor’s poles and conduits
or for reasons of safety, reliability or generally applicable engineering standards, provided that
before Licensor denies access based on insufficient capacity, Licensor shall notify LICENSEE of
the decision and allow LICENSEE the opportunity to make potential accommodations to cure
Licensor’s concerns. Once installed, Licensor shall retain the right to perform post-installation
inspections, at LICENSEE’ expense, to ensure LICENSEE’s or its agents’ work meets
Licensor’s standards.
9. Modifications and Cost Allocation. If a tower, pole or conduit to which LICENSEE has
previously made a placement or attachment is to be modified or replaced due to the requirements
Page 2 of 7
of Licensor, except when such modification is for the purpose of performing routine maintenance
or to respond to an emergency situation, Licensor shall provide LICENSEE with notice of the
proposed modification so that LICENSEE can determine whether it wishes to add to or modify
its existing placement or attachment in connection with the proposed modification. In the event
LICENSEE decides to add to or modify its existing placement or attachment in connection with
the proposed modification, LICENSEE shall give notice to Licensor of its intent within ten (10)
days of Licensor’s. In the event that a pole or conduit is modified as a result of the requirements
of LICENSEE the costs of modification (including, but not limited to, the cost of rearranging or
replacing the placements or attachments of other joint-users who do not take part in or directly
benefit from the modification) shall be borne by the LICENSEE. LICENSEE at all times shall
perform such work promptly and in such manner as not to interfere with the service of Licensor
or other pole or conduit occupant(s).
10. Continuous Licensor Operation. LICENSEE expressly agrees that Licensor’s circuits
are to continue in normal operation during LICENSEE’s performance of any construction or
maintenance, and that LICENSEE is to provide and use all protective equipment necessary for
the protection of LICENSEE’ employees and equipment and to guard against interferences with
normal operation of Licensor circuits.
11. Compliance with Safety Codes. LICENSEE shall place and maintain its facilities placed
and attached to Licensor poles and conduits in safe condition and in thorough repair, and in
compliance with the such requirements and specifications as published and amended from time
to time by the industry; all rules or orders now in effect or that hereafter may be issued by any
regulatory agency or other authority having jurisdiction; National Safety Code (“NEC”); the
National Electrical Safety Code (“NESC”); and the applicable rules and regulations of the
Occupational Safety and Health Act.
12. Post-Installation and Safety Inspections. Licensor reserves the right to inspect each
new LICENSEE installation on Licensor poles and in the vicinity of Licensor lines. Licensor
also reserves the right to make periodic inspections, as conditions may warrant to determine if
LICENSEE’ construction complies with the approved shop drawings, construction drawings,
and/or applicable safety codes or laws.
13. Notice after removal. LICENSEE, at any time, may remove its facilities from any
pole(s) or conduit(s) of Licensor, and shall give Licensor written notice within seven days of
such removal.
14. Rental Rate. This non-exclusive license is granted to the LICENSEE at a cost of one
thousand dollars ($1000) per month, payable by LICENSEE to the County, on the first day of the
month beginning November 1, 2023.
15. Indemnification. LICENSEE shall indemnify and hold Licensor harmless from and
against all liability including but not limited to all costs, attorneys’ fees, disbursements, and other
proper charges and expenditures that Licensor may incur, solely as a result of LICENSEE’s
negligence or breach of the terms of this Agreement, or the willful or grossly negligent acts of
LICENSEE, its employees, agents, servants or independent contractors (other than Licensor),
Page 3 of 7
while in the course of their employment or in the performance of their contract which causes
damages to third parties or to the property of third parties, except for such damages that are the
result of interferences or interruptions in electric, gas, telecommunications, or water service,
which are proximately caused by such acts, omissions or breaches.
16. Insurance requirements. LICENSEE shall carry and keep in force, while this
Agreement is in effect, insurance contracts, policies and protection in a reliance company or
companies satisfactory to Licensor in amounts and for coverage deemed necessary for its
protection by LICENSEE, but in no event for amounts or coverage less than the following
minimum requirements:
(A) Comprehensive general liability insurance and independent contractors insurance,

with minimum limits of $500,000 each occurrence for bodily injury, and $250,000 each
occurrence and $500,000 aggregate for property damage, including coverage for damage caused
by collapse of structural injury, and/or damage to underground facilities, protecting LICENSEE
against and in respect to all matters, liabilities, contingencies, and responsibilities created,
referred to or touched upon in this Agreement, including, without limiting the foregoing,
contractual liability insurance covering LICENSEE’ obligations under this Agreement with
minimum limits of $500,000 each occurrence for bodily injury, and $250,000 each occurrence
and $500,000 aggregate for property damage to indemnify and to so hold Licensor harmless. Due
to the length of this Agreement, upon request of Lessor the general liability insurance amounts
(per occurrence and aggregate) will be adjusted every ten (10) years to mirror inflation according
to the U.S. Bureau of Labor Statistics Consumer Price Index (CPI-U) unless the parties otherwise
agree in writing to different amounts.
(B) LICENSEE shall also carry and keep in force, while this Agreement is in effect,
Workers’ Compensation insurance in compliance with the laws of the Commonwealth of
Virginia.
(C) LICENSEE shall furnish Licensor, upon request, with certificates of insurance
showing that such insurance is in force and will not be cancelled or modified without thirty (30)
days’ prior written notice to the Madison County Administrator.
17. Termination. In addition to all other legal and equitable remedies that Licensor may
pursue or obtain or have, Licensor may terminate this Agreement in its entirety if the LICENSEE
defaults in any material obligation under this Agreement. Any such termination shall be effective
by written notice from Licensor to LICENSEE, and termination shall be effective at such time as
shall be stated in the notice. Prior to exercising any remedy or terminating this Agreement,
Licensor, in its sole discretion, may provide notice to LICENSEE of an opportunity to cure
within thirty days, or within such time frame as is reasonable to effect cure which cannot be
completed within thirty days, and to pay or reimburse Licensor for the costs related to any such
breach, if any.
18. Waiver. Failure to enforce or insist upon compliance with any of the terms or
conditions of this Agreement shall not constitute a general waiver or relinquishment of any such
terms or conditions, but the same shall be and remain at all times in full force and effect.
Page 4 of 7
19. Survival. The obligations of the parties under this Agreement, to the extent that they
arose while the Agreement was in effect and remained unfulfilled at the time of termination,
shall survive both the termination of this Agreement and/or the termination of any permit or
license granted hereunder. Any such termination shall not release either party from any
liabilities, claims, or obligations arising hereunder including, but not limited to, indemnities
which may have accrued or are accruing prior to or at the time of termination.
20. Entire Agreement. This Agreement, embodies the entire Agreement and
understanding of the Parties with respect to the subject matter hereof and supersedes all prior
agreements between the Parties hereto for attachment of LICENSEE’ facilities to Licensor’s
tower, poles and conduits and provided, however, that this Agreement shall not relieve either
Party from any liability, obligation, charge or bill which arose or may arise under any previous
agreement. understanding of the Parties with respect
21. Notice. Any notice hereunder may be given only in writing, by Certified or
Registered, Return Receipt Requested, United States mail, postage prepaid.
If given to Licensor, addressed to:
Madison County Administrator

414 N. Main Street
If given to LICENSEE, addressed to:
Any notice so given shall conclusively be deemed to have been served within three (3)
business days following its deposit in the United States mail.
The parties shall each have the right from time to time to change the place notice is to be
given under this paragraph by written notice thereof to the other party.
22. Compliance with Laws and Regulations. Each Party shall comply with all federal,
state, and local statutes, regulations, rules, ordinances, judicial decisions, and administrative
rulings applicable to its performance under this Agreement.
23. Applicable Law. This Agreement shall in all respects be subject to and construed in
accordance with and governed by the laws of the United States and the Commonwealth of
Virginia.
24. Virginia Statutory Contract Requirements.
(A) Pursuant to Virginia Code § 2.2-4311.1, Lessee understands and agrees it shall not
during the performance of the contract, knowingly employ an unauthorized alien as defined in the
federal Immigration Reform and Control Act of 1986.
Page 5 of 7
(B) Pursuant to Virginia Code § 2.2-4312, Lessee understands and agrees it shall during
the performance of the contract, i) provide a drug-free workplace for the contractor's employees;
(ii) post in conspicuous places, available to employees and applicants for employment, a statement
notifying employees that the unlawful manufacture, sale, distribution, dispensation, possession, or
use of a controlled substance or marijuana is prohibited in the contractor's workplace and
specifying the actions that will be taken against employees for violations of such prohibition; (iii)
state in all solicitations or advertisements for employees placed by or on behalf of the contractor
that the contractor maintains a drug-free workplace.
(C) Pursuant to Virginia Code § 2.2-4311, Lessee understands and agrees it shall during
the performance of the contract, i) will not discriminate against any employee or applicant for
employment because of race, religion, color, sex, national origin, age, disability, or any other basis
prohibited by state law relating to discrimination in employment, except where there is a bona fide
occupational qualification reasonably necessary to the normal operation of the Lessee. The Lessee
agrees to post in conspicuous places, available to employees and applicants for employment,
notices setting forth the provisions of this nondiscrimination clause; ii) Lessee, in all solicitations
or advertisements for employees placed by or on behalf of the Lessee, will state that such Lessee
is an equal opportunity employer; iii) Notices, advertisements and solicitations placed in
accordance with federal law, rule or regulation shall be deemed sufficient for the purpose of
meeting the requirements of this section.
25. Counterparts. This Agreement may be executed in duplicate counterparts, each of

which shall be deemed an original.
26. Severability. Except as otherwise provided herein, the invalidity or unenforceability

of any particular provision, or part thereof, of this Agreement shall not affect the other
provisions, and this Agreement shall continue in all respects as if such invalid or unenforceable
provision had not been contained herein.
27. Force Majeur. Neither Licensor nor LICENSEE shall be liable for any delay or
failure in performance of any part of this Agreement if due to a cause beyond its control and
without its fault or negligence including, without limitation, acts of nature, acts of civil or
military authority, governmental regulations, embargoes, work stoppages, epidemics, terrorist
acts, riots, insurrections, fires, explosions, earthquakes, nuclear accidents, floods, other major
environmental disturbances, unusually severe weather conditions, inability to secure products or
services of other persons or transportation facilities, or acts or omissions of transportation
carriers.
SIGNATURE PAGE TO FOLLOW
Page 6 of 7
IN WITNESS WHEREOF, the parties hereto have their respective officers who are duly
authorized to execute this Agreement below.
LICENSOR, Madison County
Date: _________________ By:_______________________________
Chairman, Board of Supervisors
LICENSEE, Rappahannock Electrical Cooperative
Date: _________________ By:_______________________________
Approved as to form:
_______________________________
Hannon E. Wright, Madison County Attorney
Page 7 of 7
MADISON COUNTY
Subject: New Business
Encompass Community Supports Board – Deputy Clerk
MADISON COUNTY

Item Number: 5
Subject: Committee Updates and Appointments
Background: The Executive Administrative Assistant/ Deputy Clerk, Kimberly Turner, will
present Committee Updates and Appointments.
Summary of Information: Scott Bennet has resigned from the Encompass Community Supports
Board effective January 1st, 2023. Mr. Bennet’s term expires on December 31st, 2024.
Recommended Action: Consider advertising for an unexpired term ending on December 31st,
2024 for the Encompass Community Supports Board.
Attachments: Yes No
Legal Review: Complete Pending N/A

MADISON COUNTY
Subject: Discussion
IT Personnel Policy Update – System Administrator I
Recommendation: Remove sections 15.2 through 15.9 of the County’s Personnel Policy and
replace with the below.
Acceptable Use Policy (15.2)
The purpose of this policy is to set forth rules, regulations, standards, and restrictions for County
employee access to and use of County computers and other information systems; network
equipment including virtual private networks (hereto referred to as VPNs); software; servers;
mobile phones; PDA devices; fax machines; other devices capable of transmitting and receiving
content in the form of electronic data, images, graphics, text, video, sound, or any other form of
electronic media in order to better protect, preserve, manage, and maintain the County’s IT
infrastructure while upholding the security of described systems and their continued service to
the public.
A. All content generated by or residing on any County electronic equipment or

communication device is the sole property of the County at all times. Employees should
have no reasonable expectation of privacy for any activities and interactions conducted
on any County systems and communication devices. This content may be accessed,
reviewed, copied, disclosed, removed, or deleted by supervisors or managers without
prior consent by employees. The IT department will routinely perform audits without
notice and without the user’s permission for security and network maintenance to ensure
compliance with this policy.
1. In accordance with this policy, employees should be aware that certain electronic
communications are considered “official records” and may be subject to public
disclosure under the Freedom of Information Act (FOIA) and the Virginia
Government Data Collection and Dissemination Practices Act.
2. Unless necessary within the scope of conducting County business, users shall not
access private, non-County email accounts from any County owned or leased
equipment from within the County’s internal network. Such communications on
the County’s internal network, depending on their content and relation to official
County business, may be subject to public disclosure.
3. To the extent allowed by relevant disclosure laws, it is the responsibility of all

County users to maintain the protection and confidentiality of all personal
information relating to either employees and/or members of the public. Any
employee who handles electronic media with such information must treat the
information contained therein as confidential.
i. In accordance with Virginia Code Section 2.2-3801, any routine

information maintained for the purpose of internal office administration,
the use or which could not adversely affect the individual, and real estate
assessment information will be treated as exceptions to the personal
information policy listed above.
ii. All County users are expected to take adequate measures and precautions
to prevent others from gaining access to personal information on County
information systems. This includes, but is not limited to, locking access to
electronic devices when not in use, securing removable media such as
USBs or disks in protected locations like a safe or locked cabinet, not
removing any County data from the workplace, and routinely engaging in
the secure destruction of old data that is not subject to public recordation.
iii. In the performance of their duties, County users shall conduct their record-
keeping activities in accordance with the following principles and
guidelines:
a. There shall be no personal information system on County owned or

leased information systems whose existence is secret.
b. Personal information shall not be collected unless the need for it

has been clearly established in advance.
c. Personal information shall be appropriate and relevant to the

purpose for which it has been collected,
d. Personal information shall not be obtained by fraudulent or unfair

means.
e. Personal information shall not be used unless it is current and

accurate.
f. Any individual shall be afforded the opportunity to learn the

purpose for which information has been recorded and particulars
about both its use and dissemination.
g. Upon request, any individual shall be allowed to correct or amend,

as appropriate and may be allowed by law, any inaccurate,
obsolete, or irrelevant personal information about themselves.
h. No purging or destruction of records shall be done without

adherence to the applicable retention schedules of the Library of
Virginia.
iv. The intentional misuse of private information for purposes other than
which it was collected is prohibited and shall be grounds for discipline up
to and including termination.
B. Access to County information systems and devices is restricted to appropriate individuals

as authorized by the County as “users”. Users shall follow the IT Department’s guidelines
and requirements for password creation including their protection, maintenance, and
security. Any electronic communications on County equipment will be executed with the
same level of care and discretion as paper communications.
1. Any external use of or access to County information systems, such as reviews by

auditors, VPN usage by non-County users, usage of the PA system in the Board
Auditorium, or home-access to County network resources requires prior
engagement of and approval from the IT Department. Usage of the County’s
internal network by members of the public, contractors, vendors, non-County
employees, etc. is prohibited without prior approval of the IT Department.
2. All County users are required to adhere to password requirements, where

available, for access to County systems, software, or networks. Failure to adhere
to this policy will result in a user being restricted in their use of County electronic
devices, systems, software, or networks.
i. The County’s password policy, including, but not limited to, minimum
password length, complexity, history, renewal, lockout threshold, and
lockout duration, is subject to change according to the discretion of the IT
Department.
ii. The IT Department will maintain internal procedures for processing

emergency access requests and password resets if issues arise with the
login process to ensure timely and efficient access to County electronic
resources.
3. All County users are required to adhere to Multi-Factor Authentication

requirements, where available, for access to County systems, software, or
networks. Failure to adhere to this requirement will result in a user being
restricted in their use of County electronic devices, systems, software, or
networks.
i. All County users will be required to maintain a device that can receive
authentication requests in a secure manner via a mobile application or
another approved mechanism such as a text message, or hardware token.
ii. The frequency with which a user shall be challenged on their County
operated authentication requirements (i.e., to reauthenticate) is subject to
the discretion of the IT Department. Depending on specific usage, such as
restarting a device, logging out of an account, accessing sensitive
information, or switching browsers for example, a user may be required to
reauthenticate more frequently than that of the IT Department’s general
policy. Non-County operated authentication requirements such as those for
hardware that is external to the County’s network and software that is
leased by the County will vary accordingly.
iii. The IT Department will maintain internal procedures for processing
emergency access requests if issues arise with the MFA process to ensure
timely and efficient access to County electronic resources.
4. County-owned cellular devices must be returned to the IT Department upon the

cancellation of their cellular service or upon the offboarding of an employee who
was assigned a cellular device. All personal information must be removed and any
current accounts maintained on the device (e.g. Outlook, iCloud, Adobe,
Authenticator logins, etc.) must be signed out of prior to the device being
returned. Failure to do so may result in a delay of the device being returned to the
Department or deployment elsewhere.
5. Users are prohibited from attempting to circumvent or otherwise attempt to

bypass the password and MFA procedures described in this policy. Attempts to
circumvent the login procedures and policies of the County may subject the user
to disciplinary action.
6. The IT Department will review and document any requests for exceptions to the
standard procedures and requirements laid out in this policy.
7. The loss or theft of any device or data that provides access or authentication to the
County’s information systems must immediately be reported to the IT Department
to protect both the user’s account and the County’s data from a potential breach of
access. This includes, but is not limited to, laptops, cell phones, and hardware
tokens.
C. County information systems shall not be used to access, create, transmit, print, download,
or upload any material or media, including images and/or text, that is considered abusive,
fraudulent, defamatory, obscene, indecent, or sexually oriented, or which may be
construed as harassing, threatening, or discriminatory based on race, color, religion, sex,
national origin, age, or disability.
D. County information systems shall not be used to access streaming services, including
services which stream video and/or audio media, unless the access to this content is
within the scope of conducting County business.
E. Installation or the use of non-County hardware, such as personal computers, personal

laptops, personal cell phones, flash drives, wireless access points, etc. on the County
network is prohibited without prior consent and approval from the IT Department.
F. Installation of any software on County devices, including desktops, servers, laptops, cell
phones, etc. is prohibited without prior consent and approval from the IT Department.
G. All users of County information systems are expected and obligated to comply with the
policies laid out in this policy. Compliance and enforcement are the responsibility of each
department head, supervisor, or manager. Violations of this policy or violations of any
federal or state laws shall be reported immediately to a supervisor and to the County
Administrator. Any employee or employees found to have violated this policy will be
subject to disciplinary action up to and including termination of employment. Violation of
applicable federal or state laws will be considered a law enforcement matter subject to
prosecution.
Amended 11/27/2023
Recommendation: Remove sections 15.2 through 15.9 of the County’s Personnel Policy and
replace with the below.
Addendum 1: Policy No. 15.5 was excluded due to the policy appearing to be unfinished in the
current version of the personnel policy (ends with a new sentence starting “However”, but never
goes on from there).
If the Board wishes to readopt Policy No. 15.5, previously named “Use for Personal Purposes”
into the new Acceptable Use Policy, we recommend that it be added as under the following
heading: 15.2(B)(8).
The policy reads as follows:
Use of the County's Information Systems is a privilege made available to users to assist in
the performance of their County duties or County business. Limited, occasional use for
personal, nonbusiness purposes may be acceptable, provided that it does not adversely
affect the performance of the user 's County duties and does not negatively impact the
information Systems' resources, integrity or ability to appropriately conduct county
business, and provided further that such use does not violate this policy, any other County
rule, regulation or policy, or any federal, state or local law.
Addendum 2:
Policy No. 15.9(O) was removed from this new policy due to needing clarification on whether it
would need to be included in Section 15 (Use of County Computer and Other County
Information Systems) being that it seems to relate more to Human Resources / Finance that of IT.
The Policy reads as follows:
All requests for verification of employment will be handled centrally by the Finance
Department. Neither the Finance Department nor any department head or supervisor shall
release any employment or personal information (other than verification of employment,
and dates of service) except in accordance with a specific written authorization signed by
the employee who is the subject of the request. A standard authorization form shall be
obtained from the Department of Finance.
If the Board wishes to reinclude this policy under Section 15, we recommend it be included
under the following heading: 15.2(A)(3)(iii)(i).
Acceptable Use Policy (15.2)
The purpose of this policy is to set forth rules, regulations, standards, and restrictions for County
employee access to and use of County computers and other information systems; network
equipment including virtual private networks (hereto referred to as VPNs); software; servers;
mobile phones; PDA devices; fax machines; other devices capable of transmitting and receiving
content in the form of electronic data, images, graphics, text, video, sound, or any other form of
electronic media in order to better protect, preserve, manage, and maintain the County’s IT
infrastructure while upholding the security of described systems and their continued service to
the public.
A. All content generated by or residing on any County electronic equipment or

communication device is the sole property of the County at all times. Employees should
have no reasonable expectation of privacy for any activities and interactions conducted
on any County systems and communication devices. This content may be accessed,
reviewed, copied, disclosed, removed, or deleted by supervisors or managers without
prior consent by employees. The IT department will routinely perform audits without
notice and without the user’s permission for security and network maintenance to ensure
compliance with this policy.
1. In accordance with this policy, employees should be aware that certain electronic
communications are considered “official records” and may be subject to public
disclosure under the Freedom of Information Act (FOIA) and the Virginia
Government Data Collection and Dissemination Practices Act.
2. Unless necessary within the scope of conducting County business, users shall not
access private, non-County email accounts from any County owned or leased
equipment from within the County’s internal network. Such communications on
the County’s internal network, depending on their content and relation to official
County business, may be subject to public disclosure.
3. To the extent allowed by relevant disclosure laws, it is the responsibility of all

County users to maintain the protection and confidentiality of all personal
information relating to either employees and/or members of the public. Any
employee who handles electronic media with such information must treat the
information contained therein as confidential.
i. In accordance with Virginia Code Section 2.2-3801, any routine

information maintained for the purpose of internal office administration,
the use or which could not adversely affect the individual, and real estate
assessment information will be treated as exceptions to the personal
information policy listed above.
ii. All County users are expected to take adequate measures and precautions
to prevent others from gaining access to personal information on County
information systems. This includes, but is not limited to, locking access to

MCBOS Amended Contract - Criglersville Elementary School 112823

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MCBOS Amended Contract - Criglersville Elementary School 112823

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THIS AMENDED AND RESTATED REAL ESTATE CONTRACT made effective as

OF MADISON, a political subdivision of the Commonwealth of Virginia, hereinafter referred to

and CRIGLERSVILLE ELEMENTARY SCHOOL, LLC, a Virginia limited liability

“Parties” or individually, a “Party”);

WHEREAS, The COUNTY OF MADISON hereby agrees to sell, and CRIGLERSVILLE

(the “Museum”); and

Parties hereby agree as follows:

described in that certain Division Survey of: BOARD OF SUPERVISORS OF MADISON

Covenants attached hereto as Exhibit B.

portion to the Historical Society to operate the Museum.

4. CLOSING DATE, POSSESSION DATE and PRORATIONS

5. TAXES AND ASSESSMENTS

6. EARNEST MONEY DEPOSIT

against the Purchase Price at Closing.

and Form 1099-S and the recordation tax applicable to grantors.

the existence of hazardous materials, or toxic chemicals as defined by 42 U. S. C. § 1251 et seq

and/or 42 U.S.C. § 9601 et seq, or 42 U. S. C. § 6901, or 33 U. S. C. § 1317 (1), or 15 U. S. C.

playground equipment on the Property prior to Closing.

9. PROPERTY CONDITION AND RISK OF LOSS

before removing the items.

Amended Contract and having the Deposit immediately returned to it.

10. REAL ESTATE COMMISSION

any action on their part.

12. ACCEPTANCE OF THE DEED

exception of any paragraph which specifically states that it survives Closing.

16. FURTHER ACTIONS

17. AUTHORITY OF SIGNATURES

and Certificates of Good Standing as the Purchaser may reasonably request.

[Signatures appear on the following pages]

COUNTY OF MADISON, a political subdivision of the

Criglersville Elementary School, LLC, a Virginia limited

DECLARATION OF RESTRICTIVE COVENANTS

THESE RESTRICTIVE COVENANTS, made this _____ day of __________, 2023

1. Rehabilitation. The Purchaser shall commence the rehabilitation of the primary

COUNTY OF MADISON, a political subdivision

(Signatures continue on the following page)

Instrument Prepared By and After Recording Return To:

Tax Map 21-61

RESERVATION OF EASEMENT BY MADISON COUNTY

This RESERVATION OF EASEMENT (this “Reservation”) is made and entered into

A. Contemporaneously herewith, the County is conveying to the Company certain real

4. Property Parking Easement. The County hereby reserves a perpetual, non-

Madison County Board of Supervisors

With a required copy to:

Hannon Wright, Esq.

Criglersville Elementary School, LLC

With a required copy to:

15. Amendment. No modification, amendment or termination of this Reservation shall

16. Severability. If any portion of this Reservation shall be held to be invalid or

[Signature pages follow]

COUNTY OF MADISON, a political subdivision

Approved as to Form by:

CRIGLERSVILLE ELEMENTARY SCHOOL,

Updated Amended Documents Provided 11/27/2023:

OF MADISON, a political subdivision of the Commonwealth of Virginia, hereinafter referred to

and CRIGLERSVILLE ELEMENTARY SCHOOL, LLC, a Virginia limited liability

“Parties” or individually, a “Party”);

WHEREAS, The COUNTY OF MADISON hereby agrees to sell, and CRIGLERSVILLE

(the “Museum”); and

Parties hereby agree as follows:

described in that certain Division Survey of: BOARD OF SUPERVISORS OF MADISON

portion to the Historical Society to operate the Museum.

4. CLOSING DATE, POSSESSION DATE and PRORATIONS

5. TAXES AND ASSESSMENTS

THESE RESTRICTIVE COVENANTS, made this _ day of ______, 2023

THESE RESTRICTIVE COVENANTS, made this _ day of ______, 2023

Date: _ By:_______________

Date: _ By:_______________