Trust Agreement

Contract law says all or none of a contract/agreement applies.

The Trust Agreement says: "Trustee Not Individually Liable:" at bk8845p1453. But the power structure doesn't recognize it and won't say why. This is against the law. Is this not concealment?

The Trust Agreement says: " All real estate taxes on the property shall be shared by all of the Beneficiaries." at bk8845p1454. But the power structure doesn't recognize it and won't say why. This is against contract law. Is this not concealment?

Is there a just power in our Country who would enforce the law here?

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LAND TRUST AGREEMENT
(Page 1 at bk8845p1449)

THIS LAND TRUST AGREEMENT ("Trust Agreement"), dated as of the 16th
day of October, 1992, between ANTHONY MINER O' CONNELL, TRUSTEE,
(collectively, "Trustee" or "Trustees"), and JEAN MARY O'CONNELL
NADER, SHEILA ANN O'CONNELL, ANTHONY MINER O'CONNELL, and ANTHONY
MINER. O'CONNELL, Trustee Under the Last Wil1 and Testament of
Harold A. O'Connell (collectively, "Beneficiary" or
"Beneficiaries") provides:

RECITALS
R-1. Beneficiaries, by virtue of that certain Deed in Trust
Under Land Trust Agreement recorded in Deed Book 8307 at Page 1446
among the land records of Fairfax County, Virginia, have caused
title to the real property described in the attached and
incorporated Exhibit A ("Property") to be conveyed to the Trustee .

R-2. Pursuant to that certain Power of Attorney dated 16th day of October,
1992, a copy of which is attached and incorporated herein as
Exhibit B, the Beneficiaries designated Anthony Miner 0'Connell
("O'Connell") as their true and lawful agent and attorney-in-fact
to do, execute and perform all and every act or thing necessary to
be done in and about the Property.

R-3. By this Trust Agreement, the Trustee will hold legal
title to the Property for the uses and purposes and subject to the
terms and conditions set forth in this Trust Agreement.
NOW, THEREFORE, for and in consideration of the premises,
the foregoing recitals, and the mutual covenants contained herein,
and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows:

1. Recitals. The recitals set forth above are
incorporated herein by reference, as if fully set forth in the text
of this Trust Agreement.
2. Legal and Beneficial Title. Beneficiaries have
appointed and do hereby constitute and appoint the trustee, or his
survivor(s) or successor(s), as trustee for Beneficiaries to hold
legal title to the Property for the benefit of beneficiaries, their
successors and assigns, pursuant to the terms and conditions of
this Trust Agreement. The Trustee hereby declares, acknowledges and
agrees that the Trustee holds, and shall continue to hold pursuant
to this Trust Agreement, the legal record title to the Property as
trustee and nominee for the benefit of the beneficiaries.
3. Beneficiaries' Rights and Obligations.
3.01. The parties hereto acknowledge that this Trust
Agreement evidences the ownership (and all of the burdens and
benefits thereof) in the Property by the Beneficiaries; provided,
however, that the interest of beneficiaries in the Property shall
be deemed to be personal property, pursuant to the provisions of
Section 55-17.1 Code of Virginia (1950 as amended), and shall pass
or may be assigned or otherwise transferred as such. No Beneficiary

[Page 2 at BK8845 1450]

shall have any legal or equitable right, title or interest, as
realty, in or to any real estate which constitutes all of any part
of the Property, or the right to compel partition. The
Beneficiaries shall have only the right, as personalty, hereinabove
set forth. The death of a Beneficiary shall not terminate this
trust or in any manner affect the powers of the Trustee. The death
or resignation of O'Connell or any successor attorney-in-fact
("Attorney-in-Fact") designated by the Beneficiaries shall not
terminate this trust or in any manner affect the powers of the
Trustee but shall result in the designation by the Beneficiaries of
a successor attorney-in-fact. Notwithstanding the foregoing, the
Beneficiaries shall be the real and beneficial owners of the
Property for all purposes whatsoever (including, without
limitation, risk of loss, federal, state and local income taxes,
estate and inheritance taxes, and real property taxes), to the same
extent and with the same force and effect as if a deed to the
property had been recorded in the name of the beneficiaries.
Accordingly, without limiting the generality of the foregoing, from
and after the effective date of this Trust Agreement, The
Beneficiaries shall have the right, acting by and through their
Attorney-in-Fact, to (i) use, occupy, enjoy, and control the
Property, to receive the earnings, profits and proceeds from any
rental, sale, financing or refinancing, or other disposition of the
Property, including any proceeds from casualty or title insurance
policies and any condemnation awards or proceeds, and to otherwise
have and exercise all of the burdens and benefits of beneficial
ownership and control of the Property; (ii) develop the Property or
construct, repair, alter, remodel, demolish or replace any
improvements on the Property, in such manner or form as the
Attorney-in-Fact shall determine in his or her sole discretion;
(iii) lease, contract to lease, grant options to lease and renew,
extend, amend or otherwise modify I eases on the Property, any
portion or portions thereof, or any improvements located thereon,
from time to time, for any rental and upon any other terms and
conditions: and (iv) encumber, convey, or otherwise deal with title
to the Property or any portion or portions of the Property and
direct the Trustee to encumber, conveyor otherwise deal with legal
title to the Property, or any portion or portions of the Property,
as hereinafter set forth.
3.02. Except for those obligations of Trustee referenced
in paragraph 9.02, Beneficiaries, acting by and through their
Attorney-in-Fact, hereby covenant and agree to (i) pay all real
estate taxes and other assessments for the Property, when and as
the same are due; (ii) at all times adequately insure any
improvements on the Property against fire and other casualties, and
maintain liability insurance in reasonable amounts with a company
doing business in the Commonwealth of Virginia that is reasonably
acceptable to the Trustee, all of which policies shall name the
Trustee as additional insured thereunder; (iii) pay all sums
falling due under any and all loans or other liens now or hereafter
affecting, encumbering, relating to or arising from any contract
relating to the property; (iv) pay all expenses in connection with
the ownership and upkeep of, or otherwise concerning, the Property,
including, without limitation, all maintenance charges, insurance

[Page 3 at BK8845 1451]

premiums, repairs, etc.; (v) pay all costs in connection with any
transfer of the property, legal title thereto, or any interest
therein, including any transfer and/or recordation taxes or costs
in connection with any financing pI aced on the Property or any
transfer of the Property or any interest therein; and (vi) file all
income tax returns with respect to the Property and its operation
and pay all taxes on the earnings and avails of the Property or
growing out of the ownership thereof.
4. DUTIES of TRUSTEE; ACTIONS by Trustee.
4.01. Trustee shall perform the following duties
without compensation therefor, except as is otherwise provided in
paragraphs 8 and 9 of this Trust Agreement: Trustee has the
authority to (i) execute all instruments which shall be necessary
to protect and conserve the Property; (ii) sell, contract to sell
and grant options to purchase the Property, or any portion or
portions thereof and any right, title or interest therein for cash
or on credit; (iii) exchange the Property, or any portion or
portions thereof, for any other real property upon any terms; (iv)
convey the Property, or any portion or portions thereof, by deed or
other conveyance to any grantee, with or without consideration; (v)
mortgage, pledge or otherwise encumber the Property, or any portion
or portions thereof (including the granting of deeds of trust
thereon); and (vi) release, conveyor assign any other right, title
or interest whatsoever, in, to or about the Property, or any
portion or portions thereof. Trustee shall have the power to
perform any of the above acts without the consent of the
Beneficiaries or the Attorney-in-Fact. Upon written direction of
all the beneficiaries or Attorney-in-Fact, Trustee shall be
required to perform any of the above acts. Trustee shall not be
required to inquire into the authenticity, necessity or propriety
of any written direction executed and delivered to it by all of the
Beneficiaries or their Attorney-in-Fact pursuant to this paragraph.
4.02. The foregoing power and authority of Trustee, as
contained in paragraph 4.01 above, shall in no way limit the power
of the Beneficiaries to take any and all of the same actions in
their own name and stead in lieu of taking action through Trustee,
to the extent permitted by the laws of the State of Virginia.
4.03. All actions by the Trustee under this Trust
Agreement shall be effective only if joined in, in writing, by all
parties comprising Trustee. Should a dispute or disagreement arise
between the Beneficiaries in respect of this Trust Agreement or the
Property, the Trustee shall be entitled, in his or her sole and
absolute discretion, to seek the guidance of a court of law or
equity in accordance with applicable law.
4.04. (a) If the Property or any part thereof remains
in this trust at the expiration of twenty (20) years from the date
hereof, the Trustee shall promptly either convey record title to
the Property to the Beneficiaries, at the cost of the·
Beneficiaries, or promptly sell the Property at a public sale after
a reasonable public advertisement and reasonable notice thereof to
the Beneficiaries I and after deducting the reasonable cost and.
expenses of such sale, the Trustee shall deliver the proceeds of
sale either to the Attorney-in-Fact or to the Beneficiaries in
accordance with the respective interests.

[Page 4 at BK8845 1452]

(b) If at any time prior to the expiration of
twenty (20) years from the date hereof the assets of this trust
shall consist solely of cash, the Trustee shall transfer and
deliver all of such assets to either the Attorney-in-Fact or the
Beneficiaries in accordance with their respective interests. Upon
the completion of the action required by this paragraph, the trust
and this Trust Agreement shall terminate.
4.05. Anything in this Trust Agreement to the contrary
notwithstanding, the Trustee is directed to sell the Property or
any portion thereof without the consent of the Beneficiaries if, at
any time prior to the expiration of twenty (20) years from date
hereof, the Trustee shall deem it advisable in order to protect the
interests of the Beneficiaries, but no such sale may be made until
after reasonable notice thereof is given to all of the
Beneficiaries. After deducting the reasonable costs and expenses
of such sale, the Trustee shall deliver the proceeds thereof to the
Attorney-in-Fact or the Beneficiaries in accordance with the
provisions of subparagraph 4.04 above.
5. Trustee Not to Exercise Rights of Ownership or
Control Over Property. Trustee does hereby covenant and agree with
the beneficiaries that Trustee will not, in Trustee's capacity as
trustee and holder of legal record title to the Property, take any
actions respecting the Property, except in accordance with the
powers granted in paragraph 4.01 above or by the direction of all
of the Beneficiaries or the Attorney-in-Fact. It is expressly
understood and agreed between the Beneficiaries and Trustee that
the manner of holding title to the Property (or any part thereof)
is solely for the convenience of the Beneficiaries; accordingly,
the spouse, executors, administrators, beneficiaries, distributees,
successors or assigns of any party comprising Trustee or any other
holder of record title to all or any portion of the Property, shall
have no right, title or interest in and to any of the property by
reason of the manner in which title is held, but the entire
Property shall be treated as property of the Beneficiaries, subject
to the terms of this Trust Agreement. Trustee hereby assigns to
the Beneficiaries the proceeds, if any, receivable by Trustee with
respect to any insurance policies under which Trustee is insured
with respect to Trustee's holding record title to the property,
including, without limitation, proceeds from title insurance
policies.
6. Disclaimer of Partnership. This Trust Agreement
shall not be deemed to be, or create or evidence, the existence of
a business trust, an association in the nature of a corporation, a
partnership, a joint venture or any other business entity or
enterprise between the Trustee and the Beneficiaries,
7. Third Parties.
7.01. No party dealing with the Trustee in relation
to the Property, or any portion or portions thereof, in any manner
whatsoever and (without limiting the foregoing), no party to whom
the Property, or any portion or portions thereof, or any interest
therein shall be conveyed, contracted to be sold, leased or
mortgaged by Trustee, shall be obliged to (i) see to the
application of any purchase money, rent or money borrowed or
otherwise advanced on the Property; (ii) see that the terms of this

[Page 5 at BK8845 1453]

Trust Agreement have been complied with; (iii) inquire into the
authority, necessity or expediency of any act of Trustee; or (iv)
be privileged to inquire into any of the terms of this Trust
Agreement.
7.02. Every deed, mortgage, lease or other instrument
executed by Trustee in relation to the Property, or any portion or
portions thereof, shall, if joined in by all parties comprising
Trustee in conformity with the provisions of paragraph 4.03 of this
Trust Agreement, be conclusive evidence in favor of every person
claiming any right, title or interest thereunder (i) that at the
time of delivery thereof the trust created hereunder was in full
force and effect, (ii) that such instrument was executed in
accordance with the terms and conditions of this Trust Agreement
and all amendments hereof, if any, and is binding upon the
Beneficiaries, (iii) that Trustee was duly authorized and empowered
to execute and deliver such instrument, and (iv) if a conveyance
has been made to a successor or successors in trust, that such
successor or successors have been properly appointed and are fully
vested with all of the title, estate, rights, powers, duties, and
obligations of its, his or their trust.
7.03. No person or entity not a party hereto,
specifically including (but not limited to) any creditors of any of
the Beneficiaries or Trustee, shall derive any rights or benefits
by virtue of the provisions of this Trust Agreement whether under
any third party beneficiary theory, right of subrogation or
otherwise; and any and all intention to create any such rights in
any person or entity not a party hereto is hereby specifically
disclaimed.
8. Trustee Not Individually Liable: Indemnification and
Reimbursement of Trustee by the Beneficiaries.
8.01. The Trustee, in such capacity, shall have no
individual liability or obligation whatsoever arising from holding
the legal record title to the Property pursuant to the provisions
hereof or any act on taken by the Trustee with respect to the
Property except as a result of Trustee's gross negligence or
willful misconduct, or with respect to any act done or contract
entered into or indebtedness incurred by the Beneficiaries, and the
Beneficiaries shall indemnify, defend and hold· Trustee harmless
from any such liability and obligations. Any instrument required
to be executed by Trustee with respect to the Property, including
but not 1imi ted to deeds, deed of trust or mortgages, shall
expressly state that the Trustee has joined in such instrument
solely in the capacity as Trustee and will have no personal
liability or obligation thereunder for performance of any covenants
thereof or for payment of any indebtedness or other sums evidenced
or secured thereby.
8.02. Notwithstanding the obligations in paragraph
9.02, the Trustee shall not be required (i) to take any action with
respect to the property unless the Trustee shall have been
furnished with sufficient funds therefor or be indemnified to
Trustee's reasonable satisfaction with respect to the costs
thereof; or (ii) to pay or advance any sums of money with respect
to the property or this Trust Agreement except from funds provided
to Trustee for such purpose. If Trustee shall pay any money or

[Page 6 at BK8845 1454]

incur any liability to pay any money on account of this Trust
Agreement or the Property, or any portion or portions thereof, or
incur any liability to pay any money on account of Trustee holding
title to the Property or otherwise in connection with this Trust
Agreement, whether because of breach of contract, injury to person
or property, fines or penalties under any law, or otherwise,
Beneficiary agrees that, except as is otherwise provided in
paragraphs 8.01 above and 9.02 below, the Beneficiaries will, at
their expense, indemnify, defend and hold harmless Trustee from and
against any liabilities or obligations incurred by Trustee for any
reason whatsoever as a result of this Trust Agreement, including
all loss, costs, expenses and reasonable attorneys' fees, and that
the Beneficiaries will, on demand, pay Trustee all such payments
made by Trustee together with trustee's expenses, including
reasonable attorneys' fees.
8.03. The Trustee shall be entitled to rely, and
shall be fully protected in relying, upon any communication or
document to have been made or signed by the Attorney-in-
Fact provided the Trustee has not received written notice of the
revocation of the power of attorney by any of the Beneficiaries.
Effective immediately upon Trustee's receipt of such notice,
Trustee shall take no action under this Trust Agreement, except as
provided in paragraph 4.01, without the consent of all of the
Beneficiaries or a final order from a court of competent
jurisdiction authorizing such action.
9. Compensation of Trustee; Expenses Paid by Trustee;
Real Estate Taxes.
9.01. Trustee shall be compensated for its duties
under this Trust Agreement on a value added basis. The
Beneficiaries agree that the basis of the trust property is
$300,000, the assessed value of the property determined by a
professional appraisal on June 8, 1992. Trustee is to receive 1/3
of any amount realized above the $300,000 basis upon sale of the
property or 1/3 of any increase in the appraised value of the
property upon conveyance of title to the Beneficiaries.
9.02. Trustee agrees to pay for all expenses
voluntarily undertaken towards increasing the value of the property
and the expense of any sales commission incurred in the
sale of the property.
9.03. All real estate taxes on the property shall
be shared by all of the Beneficiaries. If a Beneficiary does not
provide his or her share of the taxes, The Trustee will pay the
shortfall and shall be reimbursed the principal plus 10% interest
per annum. Trustee shall be reimbursed for any outstanding real
estate tax shares or other Beneficiary shared expense still owed by
any Beneficiary at settlement on the eventual sale of the property.
10. Termination; Resignation of Trustee; Amendment.
The Trust created hereunder may be terminated by all of the
Beneficiaries or the Attorney-in Fact at any time and, upon such
termination, Trustee shall convey the Property, or any remaining
portion or portions thereof, to the Beneficiaries or to any person
or persons designated by each of them, in accordance with their
respective interest, at the sole cost of the Beneficiaries. This
Trust Agreement may be amended only by a written agreement executed

[Page 7 at BK8845 1455]

by Trustee and all of the Beneficiaries or the Attorney-in-Fact and
may be revoked or terminated by written notice from all of the
Beneficiaries or the Attorney-in-Fact to Trustee. Trustee shall,
upon the direction of all the Beneficiaries or the Attorney-in-Fact
and at the sole cost of the Beneficiaries, execute any and all
amendments hereto or modifications hereof, provided that the same
preserve the provisions of paragraphs 8 and 9 hereof unless
otherwise agreed in writing by all of the Beneficiaries or the
Attorney-in-Fact and Trustee. Notwithstanding the foregoing, the
Trustee shall have the right to resign as trustee upon thirty (30)
days written notice if any of the Beneficiaries shall fail in any
material respect to perform any of their obligations under this
Trust Agreement running to the benefit of Trustee, without any
further liability or obligation of Trustee under this Trust
Agreement, such resignation to be effective upon the date specified
in such notice unless the Beneficiaries shall substitute a new
trustee or trustees prior to such effective date pursuant to the
provisions of paragraph 12 of this Trust Agreement. The resigning
Trustee shall not be required or obligated to take any action under
this Trust Agreement or with respect to the Property from and after
the date any such notice of resignation is given, except to convey
the property to a successor trustee if so requested. In the event
all trustees then serving under this Trust Agreement resign and no
substitute trustees are appointed by the Beneficiaries prior to the
date such resignation is effective, then the trustee may convey
record title to the Property to the Beneficiaries in accordance
with their respective interests, at the Beneficiaries' cost, or, at
Trustee's option, file a suit for appropriate relief in a court of
competent jurisdiction.
11. Governing Law. This Trust Agreement shal1 be
construed in accordance with the 1aws of the Commonwealth of
Virginia.
12. Recordation; Copies of Trust Agreement. The
Beneficiaries shall have the right, at their expense and without
cost to Trustee I to have this Trust Agreement I or a memorandum
hereof, recorded among the land records of Fairfax County,
Virginia. Copies of this Trust Agreement or any amendment hereto or
modification hereof, certified by Trustee or all of the
Beneficiaries or their Attorney-in-Fact to be true and correct,
shall be satisfactory evidence thereof for all purposes.
13. Substitution of Trustees. All of the Beneficiaries
in agreement or the Attorney-in-Fact shall have the absolute right,
at any time and for any reason, with or without cause, to remove
the Trustee, or any of them, and to appoint a substitute trustee or
trustees hereunder,· or upon the resignation on, death, incapacity,
disability or absence of the Trustee, or any of them, to appoint a
successor trustee or trustees hereunder, which appointed successor
or substitute trustee or trustees shall be conferred with all the
rights and charged with all the duties that are conferred or
charged upon the Trustee originally named herein, and Trustee
covenants to promptly execute, acknowledge and deliver to the
Beneficiaries a deed conveying record title to the Property to the
successor trustee(s) and any and all documents in connection
therewith. Said power of SUbstitution or removal may be exercised

[Page 8 at BK8845 1456]

at any time or from time to time, with or without cause, and one or
more exercises thereof shall not be deemed to exhaust said power.
14. Successors. The provisions of this Trust Agreement
shall inure to the benefit of, and be binding upon, the parties
hereto and their respective heirs, representatives, successors and
assigns.
IN WITNESS WHEREOF, the parties hereto have executed this
Land Trust Agreement under seal as of the day and year first above
written.

STATE OF Virginia
COUNTY OF Fairfax, to wit:
The foregoing instrument was acknowledged before me this
3rd day of August 1992, by Anthony Miner O'Connell,
Trustee.
Barbara A Antonucu(?)
Notary Public
My Commission expires: 7-31-94


STATE OF
COUNTY OF       to wit:

[Page 9 at BK8845 1457]

The forgoing istrument was acknowledged before me this
13th day of August 1992, by Jean Mary O'Connell Nader.
Frances E. Albert
Notary Public
My Commission expires:

STATE OF Maine
COUNTY OF Cumberland , to wit:
The foregoing instrument was acknowledged before me this
16th day of October 1992, by Sheila Ann O'Connell .
Pearl R Mahany
Notary Public
My Commission expires: 7/31/94

STATE OF Virginia
COUNTY OF Fairfax, to wit:
The foregoing instrument was acknowledged before me this
3rd day of August 1992, by Anthony Miner O'Connell,
Barbara A Antonucu(?)
Notary Public
My Commission expires: 7-31-94

STATE OF Virginia
COUNTY OF Fairfax, to wit:
The foregoing instrument was acknowledged before me this
3rd day of August 1992, by Anthony Miner O'Connell,
Trustee, under the Last Will and Testament of Harold A. O'Connell.
Barbara A Antonucu(?)
Notary Public
My Commission expires: 7-31-94

[BK8845 1458]

Exhibit A

BEGINNING at a stake and stones in the East Ravensworth 1ine a
corner to lines of G. Haines in line of lands of C. Potter's Estate
and thence running with said line N 8-1/4° E. 450 feet to a stake
and stones corner to lands heretofore conveyed by C. Huntington;
thence with said landN 68-1/2° W. 939 feet to a stake and stones
in center of abandoned road bed of Washington Southern Rai 1way
Company; thence with the center thereof S 21-1/2· W. 880 feet to a
stake and stones; thence by lands of G. Haines N 89-1/4· E. 1121
feet to the beginning containing 15 acres more or less.

(From here on are more exhibits, see pdf)