The Story of Arrowhead Farm
In 1946 Hal and Ruth Launders settled what was then a farm on the road to Centreville just south of the Town of Herndon in Fairfax County, Virginia. Hal lived in Washington before the War and worked in public relations. He served with the Coast Guard in the South Pacific during World War II and saw action in many of the great island invasions. Ruth worked in the Federal Government in Washington. They were wed in May of 1946 in Bloomfield, Connecticut.
Ruth, who grew up in rural Oklahoma, loved rural life. She chose this farm because of its flagstone ranch house with its distinctive dark wooden interior. It reminded her of her childhood in the Great Plains, a farmhouse quite different than the typical white clapboard style of the region. The Launders named the farm Arrowhead because of the numerous Indian artifacts found in the fields. Arrowhead Farm was always a place of great activity with many animals, both wild and domestic-including pet Great Danes–, roaming the property. Visitors were common enjoying all of the aspects of this vibrant home including the backyard swimming pool.
Like most of their neighbors, Hal and Ruth initially owned a herd of dairy cows, the most common agricultural use of the time. By 1950, however, they discovered there was less work and more money in raising beef cattle. Ruth focused on registered Aberdeen Angus. The herd grew to almost 200 by the 1960s but averaged 50 in later years. In a 1974 newspaper article, Ruth said: “We did everything the wrong way, but there was never a dull moment.” She attended many national livestock shows and won awards for her prized bulls. Angus cattle grazed on this land until 1998 when the herd was sold. It was one of the last active farming operations in Fairfax County.
Ruth loved animals and the outdoors. It was not unusual to see her driving a tractor hauling hay to and from Arrowhead Farm along the local roads of Herndon. Hal, who grew up in Greenwich, Connecticut, was not nearly as knowledgeable about ranching. But he helped as best he could especially on the business side. He focused his energy on real estate and community affairs. The arrival of Dulles Airport in 1962 was of special importance to him. Years before his fellow citizens, Hal saw the promise of Dulles as a catalyst for local economic development. He was a founding member of the Committee for Dulles in 1966 and later served as its president. He also served as President of the Herndon Chamber of Commerce.
Hal died on September 18, 1996 survived by Ruth. Ruth died on May 11, 2001. Each passed to eternity peacefully asleep in their bedroom which had been their home for over 50 years. They are buried on their beloved property, Arrowhead Farm, in accord with their express wishes.
JOSEPH H. LAUNDERS TRUST AND
THE RUTH AND HAL LAUNDERS CHARITABLE TRUST
A CONCISE HISTORY FROM 1996 TO 2020
HIGHLIGHTS AND MAJOR MILESTONES
Sep 96 Hal Launders dies having finalized a multi-year estate planning exercise just 5 weeks before his death. He leaves his wife Ruth as his only heir and an estate, excluding real property, worth around $10 million. He entrusts his affairs to 8 Trustees. By early 1997 Ruth Launders, one of the 8 trustees, is unable to participate meaningfully.
Funeral of Hal Launders held. Burial at Arrowhead Farm per his directive at a location east of his house and as close as possible to the pond.
Board of Trustees of Joseph H. Launders Trust meets and organizes. By-laws and governing procedures are adopted.
Care plan is fashioned for Ruth Launders, surviving spouse. She remains in her house, largely ambulatory, with around the clock care-givers until her death in May, 2001. She is buried on the property next to her husband.
Joseph H. Launders Family Trust is funded. Pecuniary legacies totaling $46,000 are paid to specific beneficiaries. Only 1 legacy lapses, $10,000 to John F. Davis, who is presumed dead.
Ruth C. Launders Marital Trust is formed and funded.
1997 Launders Trustees proceed with marketing an undeveloped lot fronting on East Elden Street in the Town of Herndon which Hal Launders had listed for sale just before his death. With Verlin Smith as its broker, the Trust negotiates and signs a contract to sell the lot, along with adjacent property owned by Damewood and Feldman, to Safeway. Contract is signed in September, 1998 for $18 per square foot ($784,040 per acre) but is re-negotiated several times and does not close until April, 2001. The sales proceeds help pay the estate taxes on Mrs. Launders’ estate.
Launders Trust begins assessment of Arrowhead Farm for its development potential. Several obstacles are immediately identified. Among the most severe: (1) road access is limited and the front entrance to Centreville Road is blocked by adjacent property known as Merrybrook under separate ownership, and (2) the county’s Comprehensive Plan calls for 10-acre park on the site as a condition for rezoning.
Arrowhead Farm agricultural operations are curtailed. Farm equipment is sold or donated and livestock is sold. Arrowhead Farm, Inc. is terminated.
Trust assesses the potential of various other landholdings for re-development: (i) a lot and dwelling at 900 Alabama Drive, Herndon, (ii) the Dranesville Road Curio Shop property, and (iii) the Mademoiselle Cleaners site. Eventually the Trust concludes none are suitable candidates for long-term investment and decides to liquidate each.
Hal Launders’ estate files federal and Virginia estate tax returns. Returns are approved without adjustment. No estate tax is due. Arrowhead Farm is valued at $2 million.
1998 Launders Trustees engage PHR&A, civil engineering firm, to survey Arrowhead Farm and to superintend preliminary geotechnical and environmental assessments. Reports conclude property is suitable for commercial development. Phase 1 environmental survey identifies a number of environmental issues, including 2 underground storage tanks (UST) and hazardous materials located on-site.
1999-2000 Phase 2 environmental clean-up occurs. 2 USTs are excavated and removed. Trust eventually receives cost reimbursement of $15K from Virginia State UST Recovery Fund. Most hazardous materials are documented and removed from site.
Ruth Launders’ general power of attorney granted to Farnum Johnson is recorded. Using the power of attorney, Farnum Johnson transfers her assets to her revocable trust. He also amends her revocable trust to better conform to the Launders’ estate plan. Title to Arrowhead Farm is conveyed to the Ruth Launders Revocable Trust as tenants in common with the Ruth C. Launders Marital Trust.
Ruth C. Launders Marital Trust purchases owners’ title insurance on Arrowhead Farm.
Launders Trustees identify existence of first right of refusal as to Arrowhead Farm allegedly granted to Drs. Ferris and Bond by Hal Launders in the 1970s. Trust files suit against Ferris and Bond and prevails after trial with the court finding the first right of refusal to be void. Court order is recorded among the land records. Trust’s policy of owners’ title insurance is endorsed to delete the first right of refusal as a title exception.
After several years of discussion, Trust reaches agreement with the adjacent property owners, Mr. and Mrs. Meiselman, to offer Arrowhead Farm and their land, Merrybrook, as a land assemblage for joint marketing and sale under a common development plan. Agreement is signed by the parties in February, 2000 after final negotiations are concluded. Signing is followed by a champagne toast.
Trust negotiates and signs an agreement with Crimson Partners, a real estate developer, providing for dedication of a portion of the Arrowhead Farm and Merrybrook frontage to accommodate widening of Centreville Road and Sunrise Valley Drive. Crimson Partners agrees in return to plan and build a 70’ wide, 5 lane entrance road across Merrybrook Run to end outside of the flood plain on Arrowhead Farm. Construction is delayed by market conditions until 2004 but is completed in 2006.
Hal Launders’ probate estate administration is concluded. Estate is audited by the Commissioner of Accounts and finally closed in 2004.
May, 2001 After battling lung cancer and Alzheimer’s Disease for several years, Ruth Launders dies on 11 May 2001. Her funeral is held at St. Joseph’s Catholic Church as was Hal’s. Pastor David Bonarrigo presides at the Funeral Mass as he had done with Hal Launders in 1996. Mrs. Launders is buried next to Hal on Arrowhead Farm. Her estate, excluding real property, is worth slightly less than $10 million.
2001 Launders Trustees engage Art Walsh as zoning counsel, along with a team of consultants and professionals to assist in rezoning the Arrowhead Farm-Merrybrook land assemblage. Meiselmans join in the rezoning and the parties’ agreement is amended three times between 2002 and 2005 to facilitate continued prosecution of the rezoning effort.
Trust distributes $50,000 to two animal support organizations per the provisions of Hal Launders’ Trust Agreement.
Final funding allocation is made for the Joseph H. Launders Family Trust. The Family Trust purchases lifetime annuity contracts for Freida Lohr ($5,000 per month) and Jay Popkins ($2,500 per month) per the terms of Hal Launders’ Trust Agreement. The lifetime annuity left for Ann Popkins lapses as she predeceased Ruth Launders.
Trust negotiates a single payment distribution of $350,000 to Melvin Lohr in exchange for his release of all claims against the Family Trust.
Family Trust pays Bertie Kearns $1,000 per month for the balance of her life. Mrs. Kearns dies in the spring of 2003.
2002-04 Family Trust distributes more than $2.5 million to Family Trust discretionary beneficiaries in two separate distributions, the first in 2001 ($750,000 total) and the last in 2006 (approx. $1,752,500). Distributions are based upon a beneficiary’s degree of kinship to Hal and Ruth Launders. Special provision is made for Dorothy Kline, a disabled beneficiary. Three named Family Trust beneficiaries do not survive to take the entire distribution: Ann Popkins, Jay Popkins (2nd distribution only) and Ann Reidy.
Trust sells lot and dwelling at 900 Alabama Drive for $140,000.
Trust terminates Hazel Sanders’ lease in the Herndon Curio Shop (Dranesville Road) property. Two lots are sold to a local home builder for $150,000.
Rezoning case is filed in June, 2002. Rezoning team prosecutes the rezoning case for the next 3 ½ years. It is not approved until the end of 2005. Biggest obstacle is the requirement for the 10-acre park. As finally approved, the development plan calls for a 6-acre on-site park with a state-of-the art soccer field.
Trust sells property on Monroe Street in Herndon (Mademoiselle Cleaners site) for $275,000 with seller financing. Note is prepaid in 2004.
Estate tax returns are filed for Ruth Launders’ estate. Federal and Virginia estate taxes total more than $1.8 million. The returns are eventually approved without any adjustment in 2004. Arrowhead Farm is valued at Ruth’s death at $23 million.
An abbreviated probate administration is conducted of Ruth Launders’ estate to administer both a lump-sum distribution due Hal Launders by reason of his service on the U.S. Coast Guard and a small outlot off of Dranesville Road in the Town of Herndon.
Trust evicts tenants from the outdwelling on Arrowhead Farm known as “the House on the Hill”. Trust then engages a local contractor to demolish the house, with a county permit, and to remove all of the trash, junk and debris in its vicinity including an abandoned Metrobus.
Contractor engaged by the Trust also demolishes all other buildings at Arrowhead Farm except for the main house, guest house and garage. All hazardous materials are removed from the site, including non-friable asbestos. An asbestos report is prepared.
2005 Trust and Mr. and Mrs. Meiselman reach an agreement for the sale of Merrybrook, less a 1-acre life estate, to the Trust for $5 million, payable in 3 installments.
Arrowbrook Centre rezoning is approved by the County of Fairfax providing for 2.23 million square feet of mixed-use development.
2006 Trust contracts a $12 million mortgage loan from Wachovia Bank and uses the loan proceeds in part to pay half of the $4 million pledge to St. Lawrence University. Proceeds are also used to fund the 1st purchase money installment for Merrybrook and final funding of the Family Trust. Bank appraisal sets value of Phase One, Arrowbrook Centre, alone at $60 million.
Half of the $4 million pledge is paid to St. Lawrence University. The balance is paid in June, 2007.
Ruth and Hal Launders Charitable Trust is funded and adopts a fiscal year ending April 30. All assets, including real estate, is conveyed to the Charitable Trust. Arrowbrook Centre, LLC, a limited liability company, is formed to take ownership of the Trust’s real estate assets with the Charitable Trust as its sole member. The investment assets of the Charitable Trust are worth just over $4 million of which some $1.1 million is pledged to Wachovia Bank to pay interest accruals on the $12 million mortgage loan.
The Marital Trust maintains a small investment cash account to cover its final expenses. The Marital Trust pays the Family Trust for its proportionate share of Arrowhead Farm based on the $23 million valuation.
RHLCT crafts and executes upon a marketing plan designed to sell the first phase of Arrowbrook Centre. Four developers express genuine interest in the property. Two are interviewed by the full Board of Trustees in September, 2006. The Board unanimously selects Carbon Thompson Development as the developer with whom to negotiate. Negotiations ensue and a contract is signed just before Christmas, 2006.
Ruth and Hal Launders Charitable Trust makes its first charitable distribution, a $1 million bequest plus interest to St. Joseph’s Catholic Church.
Merrybrook is acquired in March, 2007. Sale of Phase 1, Arrowbrook Centre, to Carbon Thompson Development (CTD) settles in April, 2007. Gross sales price is more than $45 million or over $3 million per acre ($41 per FAR foot).
The Ruth and Hal Launders Charitable Trust (RHLCT) enters its second fiscal year with a liquid corpus of over $21 million, plus a first mortgage note for $13,432,600 and 15 acres of investment real estate (Phases 2 and 3, Arrowbrook Centre)
An architectural and engineering team is assembled to design the site plan for Arrowbrook Park and the Launders Pavilion. Arrowbrook Centre, LLC has committed by zoning proffer, and in exchange for the rezoning approval, to build and dedicate a park to the Fairfax County Park Authority within five (5) years of the zoning action, or by February 2011.
RHLCT adopts an Investment Policy Statement.
At their June meeting, the Trustees hold a workshop with Dr. Richard Marker of New York University. The topics of Trustee Succession, Governance, and Charitable Mission are first discussed. A decision is made to allot each co-trustee an initial budget of $25,000 for grants to eligible grantees during Fiscal Year 2007.
The Trust By-laws are amended to govern the operation of the Trust as a tax-exempt private foundation. The Trustees authorize the filing of an application with IRS to recognize RHLCT as a tax-exempt private foundation.
The Prudential Insurance Company of America becomes the capital partner of CTD in the Phase 1 Arrowbrook Centre Development. CTD contracts a $65 million line of credit with Compass Bank, backed from Prudential and secured by the Arrowbrook Centre land. To secure the loan, CTD pays the Trust’s $13,432,600 mortgage note in cash.
The first trustee discretionary grants are approved at $25,000 per co-trustee. A decision is made to increase each grant budget allotted to a co-trustee from $25,000 to $50,000 for the fiscal year ending 30 April 2009 plus any balance remaining from the prior fiscal year.
The Trustees interview four (4) institutional money managers to serve as the investment advisor for RHLCT: Bernstein, Citibank, UBS, and the incumbent manager, Wachovia Securities.
Wachovia Securities is selected as the investment advisor for the Trust.
RHLCT files an application with IRS to seek recognition as a tax-exempt private foundation. At the same time RHLCT files an application for a set-aside ruling requesting confirmation that the $3.5 million cash set-aside to fund the construction of Arrowbrook Park is a qualifying charitable distribution by RHLCT.
The Trustees hold a meeting in Greenwich, Connecticut, home of Hal Launders. The meeting includes a tour of the local sites including the old Greenwich Town Hall, the boyhood home of Hal Launders at 81 Sherwood Place, and the town cemetery where many of the Launders and Whelan family members are buried.
The Trust modified and adopts its first comprehensive Investment Policy Statement. An asset allocation model is adopted calling for a long-term investment horizon with a 65% target allocation to return-seeking assets. A cash reserve of $3.5 million is set aside to fund the construction of Arrowbrook Park. The value of the investment account at Wachovia is $28.66 million on 1 August 2008.
The first grant cycle of trustee discretionary grants totaling $50,000 per co-trustee is completed. A recurrent cycle of discretionary grants, also in the budget allotment of $50,000 per co-trustee, is authorized for the fiscal year ending 30 April 2010.
A multi-year Board Level grant of $600,000 is awarded to St. Lawrence University.
A Board Level grant of $50,000 is awarded to St. Joseph Catholic School for student tuition subsides, fiscal capacity augmentation, and to revive the Hal Launders Financial Literacy Program.
The Trust files a lawsuit to request an amendment to Hal Launders’ Trust Declaration to modify the formula for determining maximum fiduciary compensation. The lawsuit results in an order entered in May of 2008 by the Circuit Court of Fairfax County, Virginia adjusting the formula. A subsequent amendment to this court order is entered in January 2010, when the case is re-opened, to align the formula with the trustee compensation schedule used by Wells Fargo Bank. This formula still controls maximum fiduciary compensation allowed to the co-trustees.
Lehman Brothers fails and a financial panic follows leading to the deepest economic recession in 70 years. The Trust’s investment portfolio suffers a decline in value of over $7 million. The value of the portfolio on 31 March 2009 is $21.06 million.
The Trustees hold a workshop to explore a mission statement for the Trust. A mission statement is eventually adopted: “To act as a catalyst to advance development, self-sufficiency, and sustainability among the vulnerable and their support systems”.
The Trust signs a contract with the Whiting-Turner Contracting Corporation to build Arrowbrook Park at gross contract price of $7.75 million. Work begins in the spring of 2009. Arrowbrook Park is completed and dedicated to the Fairfax County Park Authority (“FCPA”) in November 2010. The FCPA Board of Directors approves naming the pavilion in the park the Launders Pavilion. The total project cost for Arrowbrook Park plus the adjacent site infrastructure of streets, sidewalks, lights, and utilities, is $10.68 million.
IRS recognizes RHLCT as a tax-exempt organization under section 501(c)(3)
of the Internal Revenue Code and classifies it as a private foundation. At the same time, IRS approves the $3.5 million set-aside request for Arrowbrook Park as a qualifying charitable distribution. Subsequently, RHLCT claims on its 990PF tax returns $5.69 million from the total cost of construction of Arrowbrook Park as qualifying charitable distributions.
Jack Fehrs, one of the original co-trustees nominated by Hal Launders, resigns. The remaining trustees elect his daughter Becky Fehrs to fill the vacancy. Jack Fehrs is elected as a trustee emeritus following adoption of an amendment to the Trust’s By-laws establishing a classification for a trustee emeritus.
The Trust establishes its Web site at rhlct.org.
The Trust engages Foundant Technologies, Inc. of Bozeman, Montana to provide grant administration software support services for the Trust. Eugenie is appointed as the Grant Administrator and will manage the Trust’s Grant Administration Web site supported by Foundant Technologies, Inc.
A formal policy on trustee discretionary grants is adopted. It provides for a stepped increase of the annual allotment to each co-trustee depending on length of fiduciary service. In the first year, the allotment is $25,000, the second $50,000 and in the third year and all subsequent years of fiduciary service the allotment is $75,000. Each co-trustee is authorized to solicit and propose applications for grants to grantees proposed by him or her. All grants are subject to review and approval by the Board of Trustees. Eugenie is designated as the Grant Administrator. Grant applications are submitted in cycles within a prescribed period prior to each Board meeting. Grant applications are reviewed by Jerry for tax compliance. A grant application template form is crafted and adopted for use with the trustee discretionary grant program.
The Trust award a Board Level grant in the sum of $60,000 to Project CURE and $30,000 to Partners in Health for Haitian earthquake disaster relief.
The co-trustees meet in Denver, Colorado in June 2010. Board meetings are subsequently held in Denver in February 2011, October 2011, and January 2012 to accommodate the travel restrictions of Farnum Johnson, Chairman of the Board of Trustees.
A committee on Trustee Succession is formed and tasked with planning a trustee workshop on this topic. Budget and Governance Committees are also established.
The Trust By-laws are amended to formally create the offices of Chairman, Secretary and Treasurer of the Board of Trustees with such officers to be elected at the annual meeting of the Trust in even years and to serve two (2) year terms, during periods of good behavior, beginning as of the first day of the next following fiscal year and ending on the last day of the fiscal year, i.e. May 1 to April 30. Farnum Johnson is elected to the office of Chairman, and Jeff is elected to the offices of Secretary and Treasurer, each to serve a two (2) year term beginning on May 1, 2011.
A Board Level grant of $75,000 is awarded to St. Joseph Catholic School. Jeff is authorized to negotiate the terms of a multi-year Board Level grant agreement with St. Joseph Catholic School to provide student tuition subsidies, payroll support for financial capacity enlargement, and financial support for the Hal Launders Literacy Program.
The Trust engages the public accounting firm of Argy, Wiltse & Robinson, PC to conduct an audit of the Trust’s financial condition. The audit occurs during the first quarter of 2011 resulting in a standard audit letter issued in May 2011 approving the material accuracy of the Trust’s financial statements.
Alice Buhl of Lansberg-Gersick Associates leads the co-trustees in a workshop on Trustee Succession and Continuity Planning held at the Brown Place Hotel in Denver, Colorado.
A multi-year agreement is approved for a Board Level grant of $750,000 over three (3) years with St. Joseph Catholic School with a Program Related Investment loan component.
The Trustees agree to a sixty (60) day leave of absence for Jeff so he can take a coast-to-coast bike ride.
The Trustee Succession/Continuity Committee submits its report and recommendations. Jeff is assigned the task of drafting a proposed policy statement to implement the Committee’s recommendations and to draft any necessary amendment to the Trust’s By-laws. The policy on Trustee Succession and a corresponding by-law amendment is adopted at the meeting of the Board of Trustees on 30 January 2012.
At the invitation of the Board of Trustees, Mary Lynne Ashley, daughter of Farnum Johnson, attends a meeting of the co-trustees held in Denver, Colorado in October 2011.
The value of the RHLCT investment account managed by Wells Fargo Advisors is $19.88 million at the end of 2011.
Farnum Johnson is unable to attend the meeting of the Board on January due to illness. Cathy is selected to chair the Board meeting in his absence.
A hybrid grant funded by both Board Level and Trustee Discretionary grant dollars in the total sum of $100,000 was awarded to Project CURE to fund its effort to establish a distribution warehouse on the east coast of the United States.
Farnum Johnson dies on 31 March 2012. Cathy is selected to chair the next meeting of the Board of Trustees in June 2012.
A policy is adopted to include as a regular item on each meeting agenda an opportunity for any co-trustee to comment on pending or post-grant activities or communications with prior grantees. This agenda item will appear immediately after consideration of the pending applications for approval of trustee discretionary grants, which item has precedence in the agenda order.
Arrowbrook Centre, LLC signs a lease with the Fairfax County Park Authority (FCPA) to authorize its use of Parcel 3, Arrowbrook Centre, owned by Arrowbrook Centre, LLC, for harvesting hay for use at the FCPA facility at Frying Park Historical Farm Park in Herndon effective for a term of years beginning 1 May 2012. The Trust thereafter files a request for a private letter ruling (PLR) from IRS asking confirmation that this lease places the Trust’s real estate in an exempt charitable use thus allowing its value to be disregarded for purposes of calculating the annual 5% minimum charitable distribution requirement. A favorable PLR is issued by IRS in February 2014 retroactive to 1 May 2012.
The architectural firm of Davis Carter Scott is engaged to explore possible design revisions to the 2005 Final Development Plan for Arrowbrook Centre as it relates to Phase II, or Parcel 3, Arrowbrook Centre, owned by Arrowbrook Centre, LLC.
At Jeff’s request, Tom Field, the CEO of CTD, reports to the co-trustees via telephone conferencing at their meeting in Herndon in June. He is pressed on the failure of CTD to honor its contractual commitments to the Trust to build site infrastructure and buildings at Arrowbrook Centre. Mr. Field places the blame for the delay on his colleagues at Prudential Insurance, but he promises to arrange for a meeting with the Prudential representatives within the next month. A special phone meeting of the co-trustees is set for early August. No meeting is held.
A special phone meeting of the co-trustees is held on 9 October 2012 to consider what action, if any, to take as a result of the failure of CTD to honor its commitments to build site infrastructure and buildings at Arrowbrook Centre. The co-trustees decide to instruct Jeff to write a letter to the senior Prudential managers citing the failure of CTD to fulfill its contract obligations and asking for a meeting. Jeff writes the letter that month. There is no reply.
Cathy is elected to the office of Chairman of the Board of Trustees for a term of two years ending 30 April 2015. Jeff is elected to the offices of Secretary and Treasurer for a 2-year term ending 30 April 2015.
An ad hoc working group is constituted to consider and propose a policy for the submission, evaluation, and award of Board Level grants.
A policy governing authorized travel by co-trustees to make grantee site visits, to attend programs or seminars, or to conduct other Trust business is adopted.
Several decisions are made in the wake of the death of Farnum Johnson. First the co-trustees decide that any finding that a vacancy exists on the Board of Trustees will be deferred to a future indefinite date. Secondly, they decide that Jeff should serve as the managing co-trustee of the Trust. Finally, they adopt a revised method of allocating allowable fiduciary compensation among them based on the burdens and responsibilities each co-trustee assumes in the administration of the Trust. An independent compensation consultant is asked to opine on the reasonableness of this allocation method to confirm adherence to the IRS rules against self-dealing.
A Board Level grant to sponsor a summer concert series at Arrowbrook Park is approved in memory of Ruth Launders.
A Board Level grant of $50,000 is awarded to Project CURE for its project to establish a distribution warehouse in the metropolitan Philadelphia area, and subject to various conditions including a matching grant requirement.
The ad hoc Working Group on Board Level grants submits its report which is adopted, with a few modifications, by the Board of Trustees. A pool of prior grantees of the Trust are invited to submit applications for Board Level grants on an application form adopted for this purpose. Six (6) Board Level grants totaling $425,000 are awarded at the October 2013 Board meeting.
A Board Level grant of $25,000 is awarded to the Local Food Hub in Charlottesville, Virginia in memory of Ruth Launders.
The co-trustees hold a grantee reception for prior RHLCT grantees in northern Virginia at the Launders Pavilion at Arrowbrook Park.
The accounting firm of Beck & Company, CPAs, P.C. of Herndon, Virginia is selected to provide outside financial accounting services for RHLCT, to prepare monthly financial statements, and to prepare an annual review. This firm will not prepare the annual RHLCT 990PF tax return which will continue to be done by Jerry.
In accord with its IPS, the co-trustees launch a review of the incumbent RHLCT investment advisor, Wells Fargo Advisors, and interview alternative candidates. In May, Eugenie, and Jeff meet in New York City with the senior management of Bernstein Global Wealth Management (“Bernstein”). In August Cathy, Jeff, and Becky travel to Philadelphia to meet with senior management of the Threshold Group. Following this meeting, the co-trustees decide to exclude Threshold Group as a candidate. A choice between Wells Fargo Advisors and Bernstein is slated for early 2014.
Jeff recommends that the Trust engage an outside legal firm to provide a legal opinion on what, if any, legal recourse Arrowbrook Centre, LLC has against CTD for its failure to honor its contract commitments. Subsequently, the co-trustees authorize the engagement of the law firm of Hunton & Williams LLP to provide this legal opinion and to represent Arrowbrook Centre, LLC in its engagement of CTD and its capital partner, Prudential Insurance. Following receipt of a legal opinion, the co-trustees authorize Arrowbrook Centre, LLC to serve CTD with a formal default notice. Hunton & Williams LLP serves a contract default notice on CTD and Prudential at the end of July.
The co-trustees authorize Jeff to submit an offer of $15 million to CTD and its partner Prudential to re-purchase the land sold to CTD in 2007. In the meantime, Hunton & Williams LLP is instructed to prepare a draft lawsuit ready to be filed should the need arise. The default notice prompts a meeting in September which Jeff and representatives of CTD and Prudential attend, along with their respective legal counsel. Prudential promises an action plan in the near future on how it proposes to move forward with the development of Phase 1, Arrowbrook Centre. When no plan is received, Jeff submits, on behalf of Arrowbrook Centre, LLC, an offer to purchase all of Parcels 1 and 2, Arrowbrook Centre, for $14 million. The offer is rejected.
A Board Level grant of $10,000 is awarded to the FCPA to defray the costs of the summer concert series at Arrowbrook Park in 2014. The amount of the grant is subsequently increased to $15,000.
The co-trustees authorize Jeff to enter into preliminary negotiations with Boston Properties, Inc., a publicly traded real estate investment trust, to form a joint venture with Arrowbrook Centre, LLC for the development of Arrowbrook Centre. These negotiations begin in the fall of 2013 but end by February 2014.
Representatives of Bernstein and Wells Fargo Advisors appear at the March Board meeting in the midst of a late winter snow storm. Each present to the co-trustees on its qualifications to serve as the investment advisor for RHLCT. Later that month, in a special telephone meeting, the co-trustees vote to engage Bernstein as the investment advisor for the Trust. A transition follows and Bernstein is in control of all of the Trust’s investment portfolio, less and except its alternative asset portfolio which does not redeem until later in 2014. At the end of March 2014, the market value of the RHLCT investment account at Wells Fargo Advisors was $20.6 million.
A brokerage listing agreement is negotiated and signed between Arrowbrook Centre, LLC and Farms & Acreage, Inc., the long-standing real estate advisor for RHLCT and in anticipation of land sales in the coming years.
Prudential submits a non-binding offer letter to sell back all of Parcel 2, Arrowbrook Centre, containing just over 9 acres, for $2 million per acre or $18 million, albeit subject to conditions. Prudential is not willing to sell Parcel 1 containing about 5 acres.
A multi-year grant agreement with St. Joseph Catholic School is approved for a five (5) year term beginning 1 August 2014. The amount of the grant is $900,000 of which $400,000 is to fund an endowment for SJS, and the $500,000 balance is comprised of annual grants of $100,000 each over five (5) years to provide student tuition subsidies, payroll support for financial capacity enlargement, and to defray the costs of the Hal Launders Financial Literacy Program.
The co-trustees authorize Arrowbrook Centre, LLC to file a lawsuit against CTD to enforce its contract rights under the Interim Operating Agreement (“IOP”) with CTD unless legal counsel for Arrowbrook Centre, LLC secures an agreement with CTD to toll the statute of limitations which is about to expire on these contract claims in March 2014. Hunton & Williams LLP subsequently secures an acceptable tolling agreement thus averting the commencement of a lawsuit in 2014. Negotiations follow with the senior management of CTD and the portfolio managers with Prudential. A face-to-face meeting in October, at which Justin Gleason and Jessica Newth, senior portfolio managers with Prudential, attend. Arrowbrook Centre, LLC tenders a letter of intent to purchase all of 2, and the retail component of Parcel 1 containing about 1 acre, for $15 million. The offer is rejected. Prudential tenders a counter-offer to buy all of Parcel 3 for $12 million. The co-trustees reject this offer. Special Board meetings conducted by telephone conference call are held in May and September to discuss and consider these real estate issues.
A self-assessment survey is undertaken by the co-trustees under the supervision of the Association of Small Foundations (“ASF”), now known as Exponent Philanthropy. ASF issues a report based on the survey responses.
Eugenie first invites prior grantees of the Trust to submit post-grant reports to be uploaded to the RHLCT Grant Administration Web site supported by Foundant Technologies, Inc. A post-grant reporting form is adopted for this use.
The co-trustees vote to authorize Arrowbrook Centre, LLC to file an application with the County of Fairfax, prior to 1 January 2015, to amend the approved Final Development Plan for Phase 2, Arrowbrook Centre, which is owned by Arrowbrook Centre, LLC. This action is taken under the authority granted by the IOP which will expire on 1 January 2015. To this end, a zoning application is filed with the county at the end of December 2014.
Cathy is elected to the office of Chairman of the Board of Trustees for a term of two years ending 30 April 2017. Jeff is elected to the offices of Secretary and Treasurer for a 2-year term ending 30 April 2017.
A Board Level grant in the sum of $15,000 is awarded to the Fairfax County Park Foundation to underwrite the costs of the summer concert series at Arrowbrook Park in 2015.
A Board Level grant in the sum of $10,000 was awarded to Adirondack Foundation restricted to support of the Common Loon legacy project managed by Nina Schoch, daughter of the late David I. Meiselman. $5,000 of this grant was designated in memory of Dr. Meiselman, and the other $5,000 was designated in memory of Ruth Launders.
Drawing upon the prior authority extended by the co-trustees, Arrowbrook Centre, LLC ends the tolling agreement and files suit against CTD in January 2015. CTD fails to respond to the complaint within the allowed time. CTD and Prudential then agree to court-supervised mediation. A day-long mediation session is held in April resulting in an agreement by Prudential to sell all of Parcels 1 and 2, Arrowbrook Centre, for $21.5 million with 80% seller financing at zero interest for 14 months. The offer is subject is further subject to Prudential receiving 25% of the net proceeds from any future sale of all or part of this land at a sales price in excess of $1.85 million per acre. The RHLCT trustees ratify the agreement at a special phone meeting in May and a purchase agreement is signed in July. Closing occurs in October resulting in RHLCT re-acquiring for $21.5 million the same land it had sold for just over $45.5 million in 2007. The re-acquired land is encumbered by a $17.2 million mortgage, interest free until February 2017. RHLCT borrows $4 million under the Bernstein margin debt account program at minimal interest to finance the balance of the purchase.
A written legal services agreement is entered into between Arrowbrook Centre, LLC and Jeff’s law firm, Jeffrey J. Fairfield, P.C.
A pending zoning application with the County of Fairfax to modify the 2005 Final Development Plan as to Phase 2, Arrowbrook Centre, is re-submitted covering all of Arrowbrook Centre. The application requests Final Development Plan approval for approximately seven (7) acres planned for residential townhouse development and for Conceptual Development Plan approval as to the balance of the site, in addition to revised zoning proffers. The revised application is filed in November 2015 and is assigned, as a test case, to an experimental Fairfax County regulatory program designed to expedite land use regulatory review.
Arrowbrook Centre, LLC signs a land sales agreement with Pulte Home Corporation, subsequently known as Pulte Home Company, LLC
“Pulte Home” to sell a bit more than seven (7) acres planned for townhouses at Arrowbrook Centre for approximately $3.5 million per acre. A portion of the land under contract is part of the land purchased from CTD in October 2015, and thus calls for a deferred closing in early 2018 due to the debt financed real estate regulations in the federal tax code governing tax-exempt entities such as RHLCT.
A Board Level grant in the sum of $20,000 was awarded to the Fairfax County Park Foundation to underwrite the costs of the summer concert series at Arrowbrook Park in 2016.
A multi-year Board Level grant in the sum of $250,000 is awarded to Boca Helping Hands to underwrite the capital costs of the Justin D. Webb Training Center to be dedicated in memory of the late Justin D. Webb, eldest child of Jack and Nancy Webb.
The co-trustees hold a retreat in the Paradise Farmhouse at the Norman Bird Sanctuary in Middletown, Rhode Island in July. Mary Anthony, Executive Director of 1772 Foundation, a tax-exempt private foundation, meets with the co-trustees. She relates her experiences with this organization and describes many of its policies and practices. She also tracks some of its history.
The Fairfax County Board of Supervisors approves the zoning modifications to the development plan for Arrowbrook Centre which provides for 147 townhouse type dwellings and adds about 100,000 square feet of density.
The $4 million margin debt contracted with Bernstein is paid in full plus its accrued interest.
Following a spring marketing effort managed by Farms & Acreage, Inc., Jefferson Apartment Group is selected as the developer to construct Buildings D2 and D3 at Arrowbrook Centre (approximately 400 dwelling units plus 50,000 square feet of retail). A contract for the sale of the land for these two (2) buildings, approximately 6 acres, is negotiated and signed in October. The contract purchaser cancels the contract however in January 2017 prior to the expiration of the feasibility study period.
Cathy is elected to the office of Chairman of the Board of Trustees for a term of two years ending 30 April 2019. Jeff is elected to the offices of Secretary and Treasurer for a 2-year term ending 30 April 2019.
The County of Fairfax approves the site plan for Land Bays B1 and C1 under contract for sale to Pulte Home.
Parcels 1, 2, and 3, Arrowbrook Centre, are subdivided into ten (10) parcels. Pulte Home purchases new Parcel 3, which contains slightly more than 4 ½ acres and is planned for 94 townhouse style dwelling units, and pays over $3.5 million per acre. The net proceeds are combined with cash raised through the Trust’s investment portfolio, just under $900,000, to retire the $17.2 million mortgage debt owed to Prudential Insurance.
At the end of 2016 the value of the Trust’s investment portfolio is $10.61 million, and the cash in its bank account is just over $500,000. It also owns approximately 23 acres of entitled, but undeveloped, real estate.
At the invitation of the RHLCT co-trustees, five (5) members of the next generation of the descendants of Alice Johnson, the mother of Hal Launders, attend a Board meeting in West Palm Beach, Florida. Jeff presents a summary overview on the origins, history, and charitable activities of the Trust. The co-trustees approve a policy allowing any person who is a descendant of Alice Johnson to attend future meetings of the Board of Trustees, albeit at his or her own expense.
A Board Level grant in the sum of $20,000 is awarded to the Fairfax County Park Foundation to underwrite the costs of the summer concert series at Arrowbrook Park in 2017.
An ad hoc committee is formed to research and recommend a process for the recruitment and employment of an Executive Director for the Trust. The Board names this committee the Ad Hoc Executive Director Search Committee and directs it to report its findings and recommendations at the next regular meeting of the Board of Trustees.
A rezoning case is filed with the County of Fairfax seeking to modify the 2016 Arrowbrook Centre development plan, in part, to better align it with market demand for land entitled for residential development. The rezoning case proposes to combine future Buildings D2 and D3 on Land Bay D into a single structure and to permit the development of 96 mid-rise condominium units on adjacent Land Bay C2. The case also proposes modifications to the planned ultimate and interim development of Land Bay A. The case consists of a Conceptual Development Plan Amendment, a Final Development Plan Amendment, and a Proffered Condition Amendment. The Fairfax County Board of Supervisors approves these rezoning applications in January 2018.
Arrowbrook Centre, LLC signs a land sales agreement with Pulte Home to sell approximately three (3) acres planned for the construction of three (3) mid-rise condominium buildings on Land Bay C2 at Arrowbrook Centre for a total of 96 dwelling units. The gross purchase price is $10,771,200, but the contract is subject to terms and conditions, including the deferred payment of part of the gross purchase price. The sales price is later reduced to $9,560,000 by the terms of a contract amendment which calls for payment in full in cash at closing.
Following the recommendation of the Ad Hoc Executive Director Search Committee, the co-trustees at their 2017 annual meeting meet and interview two (2) potential executive search firms to explore the process, anticipated time line, and probable range of expense required to recruit and employ a person to serve as the Executive Director the Trust. Following this effort, the Board votes to defer a decision on whether to engage an executive search firm to recruit candidates for the position of Executive Director.
A Board Level grant in the sum of $20,000 is awarded to the Fairfax County Park Foundation to underwrite the costs of the summer concert series at Arrowbrook Park in 2018.
A Board Level grant in the sum of $2,500 is awarded to the Exponent Philanthropy.
Jerry announces his intention to resign as the Tax Advisor and as co-manager of Arrowbrook Centre, LLC effective early in 2018. The Board votes to designate Jeff as the sole manager of Arrowbrook Centre, LLC and to ask Jeff to search for and recommend another lawyer able to provide tax advice to the Trust.
Jerry resigns as the Tax Advisor for the Trust and as the co-manager of Arrowbrook Centre, LLC effective on 25 January 2018. Jeff continues as the sole manager of Arrowbrook Centre, LLC.
Upon the recommendation of the Trust’s investment advisor, Alliance Bernstein, the Board approves amendments to the Trust’s Investment Policy Statement (“IPS”) adjusting the ranges and targets for its asset allocation and authorizing limited investments in various alternative products offered by Alliance Bernstein LP (“AB”) with the goal of increasing the yield on the Trust’s investment portfolio. The Board tasks Jeff, in consultation with the Trust’s outside accounting firm, Beck & Company, CPAs, P.C., to recommend the specific AB products for investment along with the amount of the Trust corpus to invest in these products. Jeff subsequently recommends to the Board a limited investment in three (3) AB proprietary products in the aggregate amount of $2.7 million. These positions are established in June 2018 following the sale of Parcel 2, Arrowbrook Centre, to Pulte Home in March 2018.
The Board approves and adopts a Trustee Job Description thus implementing one of the primary recommendations of the Association of Small Foundations (“ASF”), now Exponent Philanthropy, contained in its report on the RHLCT self-assessment survey undertaken in 2014.
Jeff leads the co-trustees in a day-long workshop held during the winter Board meeting in Alexandria, Virginia. The workshop covers an array of issues which the Board will need to address in the coming years, including governance, employment of staff in lieu of self-management, continuity planning and succession, a shared charitable purpose, mission, and focus, together with related topics. Jeff subsequently prepares a written summary of the discussion at the workshop and distributes it to the trustees. At the conclusion of the workshop, Jeff offers to resign as a co-trustee if the Board chooses to employ him at the first Executive Director of the Trust on an interim basis. Jeff explains that if employed as the RHLCT Executive Director, he would seek to assist the co-trustees resolve many of the issues and challenges identified at the workshop.
Arrowbrook Centre, LLC is directed to engage Pennoni to prepare and file an application to obtain site approval for Land Bay D, the site of the mixed-use residential and retail building known as D2, in accord with the modified design approved in the rezoning case during January 2018. The Land Bay D2 site plan application is filed in June 2018.
In March 2018 Arrowbrook Centre, LLC closes on its sale to Pulte Home of Parcel 2, Arrowbrook Centre, consisting of just over 2.6 acres. This land sale nets the Trust slightly more than $7.86 million.
Upon the advice and recommendation of Jeff and Jerry, the Board authorizes the engagement of Carolyn Klamp, Esquire, of the law firm of Klamp & Associates, P.C., Washington, D.C., to act as the outside Tax Advisor to the Trust. Ms. Klamp attends the RHLCT annual meeting in the fall.
The Board reviews and discusses a draft of an Executive Director job description which Jeff has composed. The Board votes to engage independent legal counsel to negotiate possible terms for the employment of Jeff as the Executive Director. The Board also votes to engage an independent compensation consultant to opine on the reasonableness of proposed employee compensation for Jeff as the Executive Director in addition to a plan of proposed fiduciary compensation for the co-trustees once RHLCT has an employed Executive Director. The Board also engages Carolyn Klamp, Esquire, to provide a written opinion on these compensation questions.
The Board votes to authorize Jeff, in his capacity as the manager of Arrowbrook Centre, LLC, to enter into negotiations with SCG Development Partners, LLC (“SCG”), an affordable housing developer, to develop Building D2 on Land Bay D2 as an affordable or workforce housing apartment building pursuant to 99-year ground lease. The proposed terms of this ground lease include development and construction of approximately 36,000 square feet of rentable retail space in this building for conveyance, upon completion, to Arrowbrook Centre, LLC for its retention as an income-producing real estate asset. In execution of this initiative, Jeff enters into ground lease negotiations. At the 2018 RHLCT annual meeting, the trustees tour an affordable apartment building in Fairfax which SCG has developed. At the conclusion of the tour, the Board votes to re-affirm its commitment to enter into a ground lease with SCG on the general terms expressed in a certain memorandum of understanding between the parties to be supplemented with additional terms negotiated with SCG.
The Board authorizes Arrowbrook Centre, LLC to extend the term of its real estate brokerage and consulting agreement with Farms & Acreage, Inc. through the end of June 2021.
A Boundary Line Adjustment deed and plat is recorded to alter the boundary lines of some of the land parcels which comprise Arrowbrook Centre in order to align with the modified development plan resulting from the rezoning case approved in January of 2018. Parcel 1 is renamed Parcel 1A, Parcel 4 is renamed as Parcel 4A, and Parcel 7 is renamed as Parcel 7A.
With the approval of the Board, Arrowbrook Centre, LLC signs a sales contract with Pulte Home for the sale of Parcel 4A, consisting of slightly more than 1.5 acres, for a gross contract price of $6.5 million, subject to conditions including approval of an amendment to the Arrowbrook Centre development plan to permit construction of ten (10) traditional townhouses and one (1) mid-rise condominium building on this parcel. The Board authorizes Arrowbrook Centre, LLC to file and prosecute to approval the necessary rezoning applications to obtain these development rights for Parcel 4A. With the approval of the Board, the gross contract price is subsequently reduced to $5.8 million after Pulte asks for a price reduction prior to the expiration of its contract cancellation right during the feasibility study period.
A draft policy is approved providing for the creation of a junior board to be known as the “Trustee Advisory Body” or “TAB”. Prospective members of the TAB include both members of the next generation of descendants of Alice Johnson plus non-family members if the Board elects to appoint them to the TAB. With the approval and advice of Carolyn Klamp, Esquire, who advises the Board on this topic by telephone at the annual meeting, the policy provides for reimbursement of reasonable expenses of TAB members incurred in performing its advisory role or in attending meetings of the Board of Trustees. The TAB policy, if approved, is slated to take effect on 1 May 2019.
Cathy is elected to the office of Chairman of the Board of Trustees for a term of two years ending 30 April 2021. Jeff is elected to the office of Secretary for a 2-year term ending 30 April 2021. Jerry is elected to the office of Treasurer for a 2-year term ending 30 April 2021. Jerry subsequently delegates his duties and responsibility as Treasurer to Jeff pursuant to the amended and revised Trust by-laws adopted in January 2019.
Arrowbrook Centre, LLC closes on its sale to Pulte Home of Parcel 7A, Arrowbrook Centre, consisting of slightly more than 3 acres. The Trust receives net sales proceeds of almost $8.9 million. The three (3) land sales to Pulte Home which closed in December 2016, March 2018, and November 2018 have generated net proceeds of more than $32 million.
At the end of 2018 the value of the Trust’s investment portfolio is $21.25 million, and the cash in its bank account is just over $1.6 million. It also owns approximately 14 acres of entitled, but undeveloped, real estate. Unlike the acreage the Trust retained following the sale to CTD in 2007, all the retained land is adjacent to either Centreville Road or the Dulles Toll Road and is better positioned for future sale.
At its January 2019 meeting, the Board approves amendments to the Trust’s By-laws in contemplation of its impending transition from self-management to management by an employed Executive Director in lieu of a managing co-trustee. Other by-law changes are approved at the same time in anticipation of the impending transition from a self-managed to a staffed foundation.
A Board Level grant in the sum of $25,000 is awarded to the Fairfax County Park Foundation to underwrite the costs of the summer concert series at Arrowbrook Park in 2019.
A Board Level grant in the sum of $2,500 is awarded to the Exponent Philanthropy.
With the advice and input of the Trust’s Tax Advisor, Carolyn Klamp, Esquire, the Board adopts a revised travel, lodging, and expense reimbursement policy.
After receipt of written opinions from its compensation consultant and its Tax Advisor, the Board adopts a new structure for fiduciary compensation effective with Fiscal Year 2020 starting 1 May 2019.
Negotiations between the Board and Jeff on the terms and conditions of his prospective employment as the Trust’s Executive Director successfully conclude with the parties entering into an employment agreement for a 3-year term starting 1 May 2019 together with a 2-year extension option exercisable by the Trust. Both the Trust’s independent compensation consultant and its Tax Advisor issue their written opinions approving the reasonableness of the compensation package prescribed by terms of the employment agreement. The Board approves the employment agreement at a special meeting in March 2019.
Jeff resigns from the Board of Trustees effective 1 May 2019 to assume the position of the Trust’s first employed Executive Director.
The Virginia Housing and Development Authority awards low-income housing tax credits to SCG as part of the equity and financing structure for the proposed development of Building D2 on Land Bay D2 as an affordable apartment building. Building D2 is one of only two (2) planned affordable housing developments in northern Virginia to receive an award of low-income housing tax credits. In addition, the Board of Supervisors of Fairfax County votes to provide subordinate financing to this project in the amount of $7.8 million in furtherance of its policy to encourage the provision of more workforce housing.
The Board approves the policy governing the TAB, its membership, and the scope of responsibility, with only minor changes to the draft policy. The Board appoints seven (7) persons to the TAB including six (6) members of the next generation of descendants of the mother of Hal Launders along with one (1) non-family member. The Board directs Jeff to convene one or more virtual meetings of the TAB for the purpose of recommending how best to distribute $100,000 in grant funds during the current fiscal year. The Board invites each member of the TAB to attend the RHLCT 2019 annual meeting. The TAB subsequently organizes and holds its first meeting using a video conferencing platform. Several members of the TAB attend the 2019 annual meeting. The Board also agrees to consider appointment of other persons to the TAB in 2020.
On recommendation of the Executive Director, RHLCT becomes a member of the National Conference on Family Philanthropy.
A Board Level two (2) year grant in the sum of $50,000 is awarded to the Fairfax County Park Foundation to underwrite the costs of the summer concert series at Arrowbrook Park in 2020 and 2021 with $25,000 allocated to each summer concert series.
The co-trustees agree in principal to participate in one or more work sessions within the next 12 to 18 months, to be led by an outside facilitator, for the purpose of identifying shared values and searching for a central philanthropic purpose, vision, and mission for the Trust. Cathy appoints a committee to search for candidates to provide the facilitation services. At its 2019 annual meeting, the Board votes to invite two (2) facilitators to appear and present at the 2020 winter meeting of the Board with the goal of selecting a person to facilitate a retreat or workshop in June 2020 to search for a shared vision of the Trust’s primary charitable purpose and mission.
On recommendation of the Executive Director, the Trust engages the certified public accounting firm of Tate & Tryon, now RSM US LLP, having offices in Washington, D.C. and New York, New York, as its outside financial services advisor to prepare the Trust’s financial statements and the annual 990PF tax return.