AGREEMENT OF PURCHASE AND SALE
THIS AGREEMENT OF PURCHASE AND SALE (this
"Agreement") is made on this 17 day of March 1998 (the "Execution
Date"), by and between XXXXXXXXX'X WHARF BALTIMORE L.P., a Delaware
limited partnership ("Seller") and XXXXXX X. XXXXX, a Maryland resident
("Buyer"),.
Background
Seller is the owner of Condominium Unit No. 610 (the
"Unit") in The Residences and Inn at Xxxxxxxxx'x Wharf, a
Condominium (the "Condominium"), together with all
appurtenances and advantages thereunto pertaining, and
Parking Xxxx Xx. X-00 xxx Xxxxxxx Xxxx Xx. X-00 and an
undivided percentage interest in the common elements, common
expenses and common profits in the condominium regime, and
together with all appliances, fixtures, equipment and
personalty located in the Unit (collectively, the
"Property").
Buyer is the owner of Condominium Unit No. 422 (the
"Exchange Unit") in the Condominium, together with all
appurtenances and advantages thereunto pertaining, and
Parking Xxxx Xx. X-00 xxx Xxxxxxx Xxxx Xx. X-00 and an
undivided percentage interest in the common elements, common
expenses and common profits in the condominium regime, and
together with all appliances, fixtures, equipment and
personalty located in the Exchange Unit (collectively, the
"Exchange Property").
Seller desires to sell and convey to Buyer, and Buyer
desires to purchase from Seller, the Property upon the terms
and conditions set forth in this Agreement.
Agreements
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth in this Agreement, and of other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, Seller and Buyer agree as follows:
1. PURCHASE AND SALE. On the Closing Date (as hereinafter
defined), Seller shall sell and convey to Buyer, and Buyer shall
purchase from Seller, the Property.
2. PURCHASE PRICE AND PAYMENT.
(a) The purchase price for the Property (the "Purchase
Price") shall be the payment from Buyer to Seller of One Hundred Thirty Five
Thousand Dollars ($135,000.00) and the conveyance from Buyer to Seller of the
Exchange Unit.
(b) The Purchase Price shall be paid at Closing (as
hereinafter defined)
as
follows:
(i) the payment from Buyer to Seller of One Hundred
Thirty Five Thousand Dollars ($135,000.00) by bank wire, title company or
cashier's check; and
(ii) the conveyance by Buyer to Seller of the
Exchange Unit, in accordance with the terms and conditions of this Agreement.
3. POSSESSION; RISK OF LOSS.
(a) At Closing, Seller shall deliver to Buyer possession of
the Property in "AS IS" condition, free of any and all tenancies created by
Seller.
(b) The risk of loss and damage to the Property shall pass
to Buyer at
Closing.
(c) At Closing, Buyer shall deliver to Seller possession of
the Exchange Property in "AS IS" condition, free of any and all tenancies
created by Buyer.
(d) The risk of loss and damage to the Exchange Property
shall pass to
Seller at
Closing.
4. TITLE.
(a) Fee simple title in and to the Property shall be
marketable, insurable at standard rates on an ALTA Form B policy of owner's
title insurance, and free and clear of all liens, encumbrances, leases,
easements, covenants, conditions and restrictions, except for those matters
shown on the title report attached hereto as Exhibit A and incorporated herein
by reference (collectively, the "Permitted Property Exceptions"). From and
after the Execution Date Seller shall not do or cause to be done anything
which will affect the status of title of the Property.
(b) Fee simple title in and to the Exchange Property shall
be marketable, insurable at standard rates on an ALTA Form B policy of owner's
title insurance, and free and clear of all liens, encumbrances, leases,
easements, covenants, conditions and restrictions, except for those matters
shown on the title report attached hereto as Exhibit B and incorporated herein
by reference (collectively, the "Permitted Exchange Property Exceptions").
From and after the Execution Date Buyer shall not do or cause to be done
anything which will affect the status of title of the Exchange Property.
5. SELLER'S REPRESENTATIONS AND WARRANTIES. Seller makes the
following representations and warranties to Buyer, each of which shall be true
and correct on the Execution Date and on the Closing Date and shall survive
the Closing:
(a) The execution and delivery of this Agreement by Seller,
and the performance by Seller of all terms and conditions contained herein, do
not violate the ten-ns of, are not in conflict with, and will not result in the
breach of or default under (i) any agreement, commitment, obligation, contract
or instrument under which Seller or the Property is bound or affected or (ii)
any law, rule, regulation or court order by which the Property or Seller is
affected.
(b) As of the Execution Date, all taxes, assessments,
condominium fees or other charges affecting or pertaining to the Unit have been
paid in full.
6. BUYER'S REPRESENTATIONS AND WARRANTIES. Buyer makes the
following representations and warranties to Seller, each of which shall be
true and correct on the Execution Date and on the Closing Date and shall
survive the Closing:
(a) The execution and delivery of this Agreement by Buyer,
and the performance by Buyer of all terns and conditions contained herein, do
not violate the terms of, are not in conflict with, and will not result in the
breach of or default under (i) any agreement, commitment, obligation, contract
or instrument under which Buyer or the Exchange Property is bound or affected
or (ii) any law, rule, regulation or court order by which the Exchange Property
or Buyer is affected.
(b) As of the Execution Date, all taxes, assessments,
condominium fees or other charges affecting or pertaining to the Exchange Unit
have been paid in full.
7. CONDITIONS PRECEDENT TO CLOSING.
(a) The obligation of Buyer to purchase the Property pursuant
to this Agreement shall be expressly conditioned upon and subject to the
satisfaction (or written waiver by Buyer) of each of the following conditions:
(i) Each of the representations and warranties of
Seller contained in section 5 shall be true as of the Closing Date;
(ii) Seller shall not be in default of any of its
obligations under
this Agreement;
and
(iii) The current tenant (as of the Execution Date)
of the Exchange Unit elects not to exercise its right to purchase the Exchange
Unit pursuant to the provisions of Article 13, Sections 46-55 of the Baltimore
City Code (1976 Edition, as amended).
If any one or more of such conditions precedent are not
satisfied (or the satisfaction thereof is not waived in writing by Buyer) as of
the Closing Date, then Buyer shall have the right, at its option, to terminate
this Agreement by written notice thereof to Seller, and thereafter neither
party shall have any further liability or obligation hereunder.
(b) The obligation of Seller to sell the Property pursuant to
this Agreement shall be expressly conditioned upon and subject to the
satisfaction (or written waiver by Seller) of each of the following conditions:
(i) Each of the representations and warranties
contained in section 6 shall be true as of the Closing Date;
(ii) Buyer shall not be in default of any of its
obligations under this Agreement; and
(iii) The current tenant (as of the Execution Date)
of the Exchange Unit elects not to exercise its right to purchase the Exchange
Unit pursuant to the provisions of Article 13, Sections 46-5 5 of the Baltimore
City Code (1976 Edition, as amended).
If any one or more of such conditions precedent are not
satisfied (or the satisfaction thereof is not waived in writing by Seller) as
of the Closing Date, then Seller shall have the right, at its option, to
terminate this Agreement by written notice thereof to Buyer, and thereafter
neither party shall have any further liability or obligation hereunder.
8. CLOSING; CLOSING COSTS; ADJUSTMENTS.
(a) The consummation of the transactions contemplated by this Agreement (the
"Closing") shall take place at the offices of Neuberger, Quinn, Gielen, Rubin
& Gibber, P.A., 00xx Xxxxx, Xxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000, or at
such other location in Baltimore City designated by Buyer, on March 17, 1998
at a time designated by Buyer ("Closing Date"). If the Closing Date as
provided herein falls on a Saturday, Sunday or legal holiday, then the Closing
Date shall be extended to the next day which is a business day.
(b) Buyer shall pay the costs of examination of title and
title insurance premiums for the Property. Seller shall pay the costs of
examination of title and title insurance premiums for the Exchange Property.
Each party shall pay its own attorneys' fees.
(c) All condominium fees, all taxes, general or special, and
all other public and governmental charges or assessments against the Property
which are or may be payable on an annual or semi-annual basis (including
metropolitan and other benefit charges, assessments, liens or encumbrances)
shall be adjusted and apportioned as of the Closing and are to be assumed and
paid thereafter by Buyer, whether or not the assessments have been levied as of
the Closing.
(d) All condominium fees, all taxes, general or special, and
all other public and governmental charges or assessments against the Exchange
Property which are or may be payable on an annual or semi-annual basis
(including metropolitan and other benefit charges, assessments, liens or
encumbrances) shall be adjusted and apportioned as of the Closing and are to be
assumed and paid thereafter by Seller, whether or not the assessments have been
levied as of the Closing.
(e) All water and sewer bills for the Property shall be
adjusted as of the Closing based on prior bills and all gas and/or electric
bills shall be adjusted as of the Closing based on meter reading or prior
bills.
(f) All water and sewer bills for the Exchange Property
shall be adjusted as of the Closing based on prior bills and all gas and/or
electric bills shall be adjusted as of the Closing based on meter reading or
prior bills.
9. RECORDATION AND TRANSFER TAXES, OTHER COSTS.
(a) SECTION 14-104 OF THE REAL PROPERTY ARTICLE OF THE
ANNOTATED CODE OF MARYLAND PROVIDES THAT, UNLESS OTHERWISE NEGOTIATED IN THE
CONTRACT OR PROVIDED BY STATE OR LOCAL LAW, THE COST OF ANY RECORDATION TAX OR
STATE OR LOCAL TRANSFER TAX SHALL BE SHARED EQUALLY BY BUYER AND SELLER. This
statement is provided for informational purposes only. Except as provided in
subsection (b) below, Seller shall pay the total cost of all documentary
stamps, recordation taxes and transfer taxes imposed upon the transfer of the
Property and the Exchange Property.
(b) This subsection applies if Buyer is a first-time
Maryland home buyer who will reside in the Property. If there are two or more
Buyers, then each Buyer must be someone who is a first-time Maryland home
buyer, or someone who will not occupy the house as a principal residence and
who is a co-maker or guarantor of a purchase money deed of trust or mortgage
for the benefit of the first-time Maryland home buyer. A "first-time Maryland
home buyer" means an individual who has never owned in the State of Maryland
residential real property that has been his or her principal residence. Section
14-104 of the Real Property Article of the Annotated Code of Maryland provides
that:
(i) Buyer's portion of the State transfer tax is waived;
(ii) State transfer tax will be reduced to 0.25% of the
sales price of the
property;
(iii) the entire amount of the State transfer tax shall be
paid by Seller; and
(iv) the entire amount of recordation tax and local transfer
tax shall be paid by Seller unless there is an express agreement between Buyer
and Seller that the recordation tax and local transfer tax will not be paid
entirely by Seller. In this Agreement, the parties agree that the costs of
transfer tax and recordation tax shall be paid by Seller.
check if first-time Maryland Home
Buyer.
10. DEFAULT.
(a) If Buyer shall have fully performed its obligations
hereunder and Seller breaches this Agreement or otherwise fails to perform or
observe any of the covenants or obligations to be performed or observed by
Seller hereunder, or if any of Seller's representations or warranties hereunder
is incorrect or untrue as of the Closing Date, Buyer shall have the right to
(i) enforce Buyer's right of specific performance, (ii) bring suit for all
damages suffered by reason of Seller's action or inaction, and/or (iii) enforce
any and all other remedies available to Buyer at law or in equity.
(b) If Seller shall have fully performed its obligations
hereunder and Buyer breaches this Agreement or otherwise fails to perform or
observe any of the covenants or obligations to be perforined or observed by
Buyer hereunder, Seller shall have the right to (i) enforce Seller's right of
specific performance, (ii) bring suit for all damages suffered by reason of
Buyer's action or inaction, and/or (iii) enforce any and all other remedies
available to Seller at law or in equity.
11. CLOSING DOCUMENTS.
(a) At Closing, Seller and Buyer shall execute and deliver to
the closing officer or title company representative a special warranty deed,
with covenants of further assurances, in the form attached hereto as Exhibit C
and incorporated herein by reference, conveying fee simple title to the
Property to Buyer free and clear of all liens, encumbrances, leases, easements,
covenants, conditions, restrictions and other title exceptions other than the
Permitted Property Exceptions, and conveying fee simple title to the Exchange
Property to Seller free and clear of all liens, encumbrances, leases,
easements, covenants, conditions, restrictions and other title exceptions other
than the Permitted Exchange Property Exceptions.
(b) On the Closing Date, Seller and Buyer shall execute,
acknowledge and deliver, as appropriate, all additional documents that may
reasonably be necessary or appropriate to carry out the provisions hereof.
(c) On the Closing Date, Buyer shall pay the monetary
portion of the Purchase Price.
12. OPERATIONS PENDING CLOSING. From and after the dates listed
below, the parties shall perform as follows:
(a) From and after the Execution Date, Seller shall promptly
furnish to Buyer copies of any and all notices or communications that Seller
receives from (1) any governmental or quasi-governmental entities, (ii) any
other body having jurisdiction with respect to the use and occupancy or
physical condition of the Property, and/or (iii) any other notice or
communication relating to the Property.
(b) From and after the Execution Date, Seller shall promptly
furnish to Buyer written notice of any event or condition that causes or may
tend to cause a change in the facts relating to, or the accuracy, completeness
or truth of, any of the representations, warranties, covenants, or any of the
information provided herein.
(c) From and after the Execution Date, neither Seller nor
Seller's agents, affiliates or employees shall sell, offer for sale, permit the
use of, negotiate with respect to, or otherwise deal in the sale, lease or
other transfer of the Property or any interest therein.
(d) From and after the Execution Date, Buyer shall promptly
furnish to Seller copies of any and all notices or communications that Buyer
receives from (i) any governmental or quasi-governmental entities, (ii) any
other body having jurisdiction with respect to the use and occupancy or
physical condition of the Exchange Property, and/or (iii) any other notice or
communication relating to the Exchange Property.
(e) From and after the Execution Date, Buyer shall promptly
furnish to Seller written notice of any event or condition that causes or may
tend to cause a change in the facts relating to, or the accuracy, completeness
or truth of, any of the representations, warranties, covenants, or any of the
information provided herein.
(f) From and after the Execution Date, neither Buyer nor
Buyer's agents, affiliates or employees shall sell, offer for sale, permit the
use of, negotiate with respect to, or otherwise deal in the sale, lease or
other transfer of the Exchange Property or any interest therein.
13. BROKERAGE. Each party represents and warrants to the other
that it has dealt with no agent, broker or finder in connection with this
Agreement, and each party shall indemnify, defend and save harmless the other
from and against any loss, cost, damage or expense (including reasonable
attorneys' fees) arising from a breach of such representation or warranty.
14. NOTICES. All notices hereunder shall be in writing and shall
be (i) delivered via commercial messenger delivery service with same day or
overnight receipted delivery, or (ii) mailed, registered or certified U.S.
mail, return receipt requested, first class postage prepaid, and shall be
addressed as follows:
If to Seller: Xxxxxxxxx'x Wharf Baltimore L.P.
c/o Claremont Management Corp.
Batterymarch Park II
Xxxxxx, XX 00000
ATTN: Xxxxxxx Xxxxxxxxx
Telecopy No. (000) 000-0000
With a copy to: Xxxxxxx Xxxxx, Esquire
Neuberger, Quinn, Gielen,Rubin & Gibber, P.A.
Commerce Place, 00xx Xxxxx
Xxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000-0000
Telecopy No. (000) 000-0000
If to Buyer: Dr. and Xxx. Xxxxxx Xxxxx
Unit 610
The Residences and Inn at Xxxxxxxxx'x Wharf
0000 Xxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Notices that are delivered by commercial messenger shall be deemed effective
upon delivery to the commercial messenger. Notices that are sent by registered
or certified mail shall be deemed delivered and effective the day the same is
deposited in the U.S. mails. Each party may change its address or telecopy
number by giving written notice as provided above. All notices shall also be
sent via telecopy to the number set forth above on the same day as such notice
is deposited with the messenger or U.S. Post Office.
15. RESALE NOTICE. SELLER IS REQUIRED BY LAW TO FURNISH TO BUYER
NOT LATER THAN FIFTEEN (15) DAYS PRIOR TO THE CLOSING CERTAIN INFORMATION
CONCERNING THE CONDOMINIUM WHICH IS DESCRIBED IN ss.11-135 OF THE MARYLAND
CONDOMINIUM ACT. THIS INFORMATION MUST INCLUDE AT LEAST THE FOLLOWING:
(I) A COPY OF THE DECLARATION (OTHER THAN THE
PLATS);
(II) A COPY OF THE BYLAWS;
(III) A COPY OF THE RULES AND REGULATIONS OF THE
CONDOMINIUM;
(IV) A CERTIFICATE CONTAINING:
(1) A STATEMENT DISCLOSING THE EFFECT ON THE
PROPOSED CONVEYANCE OF ANY RIGHT OF FIRST REFUSAL OR OTHER RESTRAINT ON THE
FREE ALIENABILITY OF THE UNIT, OTHER THAN ANY RESTRAINT CREATED BY THE UNIT
OWNER;
(2) A STATEMENT OF THE AMOUNT OF THE MONTHLY COMMON
EXPENSE ASSESSMENT AND ANY UNPAID COMMON EXPENSE OR SPECIAL ASSESSMENT
CURRENTLY DUE AND PAYABLE FROM THE SELLING UNIT OWNER;
(3) A STATEMENT OF ANY OTHER FEES PAYABLE BY THE
UNIT OWNERS TO THE COUNCIL OF UNIT OWNERS;
(4) A STATEMENT OF ANY CAPITAL EXPENDITURES APPROVED
BY THE COUNCIL OF UNIT OWNERS OR ITS AUTHORIZED DESIGNEE PLANNED AT THE TIME
OF THE CONVEYANCE WHICH ARE NOT REFLECTED IN THE CURRENT OPERATING BUDGET
INCLUDED IN THE CERTIFICATE;
(5) THE MOST RECENTLY PREPARED BALANCE SHEET AND
INCOME AND EXPENSE STATEMENT, IF ANY, OF THE CONDOMINIUM;
(6) THE CURRENT OPERATING BUDGET OF THE
CONDOMINIUM, INCLUDING DETAILS CONCERNING THE AMOUNT OF THE RESERVE FUND FOR
REPAIR AND REPLACEMENT OF ITS INTENDED USE, OR A STATEMENT THAT THERE IS NO
RESERVE FUND;
(7) A STATEMENT OF ANY JUDGMENTS AGAINST THE
CONDOMINIUM AND THE EXISTENCE OF ANY PENDING SUITS TO WHICH THE COUNCIL OF
UNIT OWNERS IS A PARTY;
(8) A STATEMENT GENERALLY DESCRIBING ANY INSURANCE
POLICIES PROVIDED FOR THE BENEFIT OF THE UNIT OWNERS, A NOTICE THAT THE
POLICIES ARE AVAILABLE FOR INSPECTION STATING THE LOCATION AT WHICH THEY ARE
AVAILABLE, AND A NOTICE THAT THE TERMS OF THE POLICY PREVAIL OVER THE GENERAL
DESCRIPTION;
(9) A STATEMENT AS TO WHETHER THE COUNCIL OF UNIT
OWNERS HAS KNOWLEDGE THAT ANY ALTERATION OR IMPROVEMENT TO THE UNIT OR TO THE
LIMITED COMMON ELEMENTS ASSIGNED TO THE UNIT VIOLATES ANY PROVISION OF THE
DECLARATION, BYLAWS, OR RULES OR REGULATIONS;
(10) A STATEMENT AS TO WHETHER THE COUNCIL OF UNIT
OWNERS HAS KNOWLEDGE OF ANY VIOLATION OF THE HEALTH OR BUILDING CODES WITH
RESPECT TO THE UNIT, THE LIMITED COMMON ELEMENTS ASSIGNED TO THE UNIT, OR ANY
OTHER PORTION OF THE CONDOMINIUM;
(11) A STATEMENT OF THE REMAINING TERM OF ANY
LEASEHOLD ESTATE AFFECTING THE CONDOMINIUM AND THE PROVISIONS GOVERNING ANY
EXTENSION OR RENEWAL OF IT; AND
(12) A DESCRIPTION OF ANY RECREATIONAL OR OTHER
FACILITIES WHICH ARE TO BE USED BY THE UNIT OWNERS OR MAINTAINED BY THEM OR THE
COUNCIL OF UNIT OWNERS, AND A STATEMENT AS TO WHETHER OR NOT THEY ARE TO BE A
PART OF THE COMMON ELEMENTS; AND
(V) A STATEMENT BY THE UNIT OWNER AS TO WHETHER THE UNIT
OWNER HAS KNOWLEDGE:
(1) THAT ANY ALTERATION TO THE UNIT OR TO THE LIMITED
COMMON ELEMENTS ASSIGNED TO THE UNIT VIOLATES ANY PROVISION OF THE
DECLARATION, BYLAWS, OR RULES AND REGULATIONS;
(2) OF ANY VIOLATION OF THE HEALTH OR BUILDING CODES
WITH RESPECT TO THE UNIT OR THE LIMITED COMMON ELEMENTS ASSIGNED TO THE
UNIT; AND
(3) THAT THE UNIT IS SUBJECT TO AN EXTENDED LEASE
UNDER ss.11-137 OF THE MARYLAND CONDOMINIUM ACT OR UNDER LOCAL LAW, AND IF SO,
A COPY OF THE LEASE MUST BE PROVIDED.
BUYER WILL HAVE THE RIGHT TO CANCEL THIS AGREEMENT WITHOUT
PENALTY, AT ANY TIME WITHIN SEVEN (7) DAYS FOLLOWING DELIVERY TO BUYER OF ALL
OF THIS INFORMATION. HOWEVER, AFTER THE CLOSING, BUYER'S RIGHT TO CANCEL THIS
AGREEMENT IS TERMINATED.
16. RESALE NOTICE. BUYER IS REQUIRED BY LAW TO FURNISH TO SELLER
NOT LATER THAN FIFTEEN (15) DAYS PRIOR TO THE CLOSING CERTAIN INFORMATION
CONCERNING THE CONDOMINIUM WHICH IS DESCRIBED IN ss.11-135 OF THE MARYLAND
CONDOMINIUM ACT. THIS INFORMATION MUST INCLUDE AT LEAST THE FOLLOWING:
(I) A COPY OF THE DECLARATION (OTHER THAN THE
PLATS);
(II) A COPY OF THE BYLAWS;
(III) A COPY OF THE RULES AND REGULATIONS OF THE
CONDOMINIUM;
(IV) A CERTIFICATE CONTAINING:
(1) A STATEMENT DISCLOSING THE EFFECT ON THE
PROPOSED CONVEYANCE OF ANY RIGHT OF FIRST REFUSAL OR OTHER RESTRAINT ON THE
FREE ALIENABILITY OF THE UNIT, OTHER THAN ANY RESTRAINT CREATED BY THE UNIT
OWNER;
(2) A STATEMENT OF THE AMOUNT OF THE MONTHLY COMMON
EXPENSE ASSESSMENT AND ANY UNPAID COMMON EXPENSE OR SPECIAL ASSESSMENT
CURRENTLY DUE AND PAYABLE FROM THE SELLING UNIT OWNER;
(3) A STATEMENT OF ANY OTHER FEES PAYABLE BY THE
UNIT OWNERS TO THE COUNCIL OF UNIT OWNERS;
(4) A STATEMENT OF ANY CAPITAL EXPENDITURES APPROVED
BY THE COUNCIL OF UNIT OWNERS OR ITS AUTHORIZED DESIGNEE PLANNED AT THE TIME
OF THE CONVEYANCE WHICH ARE NOT REFLECTED IN THE CURRENT OPERATING BUDGET
INCLUDED IN THE CERTIFICATE;
(5) THE MOST RECENTLY PREPARED BALANCE SHEET AND
INCOME AND EXPENSE STATEMENT, IF ANY, OF THE CONDOMINIUM;
(6) THE CURRENT OPERATING BUDGET OF THE CONDOMINIUM,
INCLUDING DETAILS CONCERNING THE AMOUNT OF THE RESERVE FUND FOR REPAIR AND
REPLACEMENT OF ITS INTENDED USE, OR A STATEMENT THAT THERE IS NO RESERVE FUND;
(7) A STATEMENT OF ANY JUDGMENTS AGAINST THE
CONDOMINIUM AND THE EXISTENCE OF ANY PENDING SUITS TO WHICH THE COUNCIL OF
UNIT OWNERS IS A PARTY;
(8) A STATEMENT GENERALLY DESCRIBING ANY INSURANCE
POLICIES PROVIDED FOR THE BENEFIT OF THE UNIT OWNERS, A NOTICE THAT THE
POLICIES ARE AVAILABLE FOR INSPECTION STATING THE LOCATION AT WHICH THEY ARE
AVAILABLE, AND A NOTICE THAT THE TERMS OF THE POLICY PREVAIL OVER THE GENERAL
DESCRIPTION;
(9) A STATEMENT AS TO WHETHER THE COUNCIL OF UNIT
OWNERS HAS KNOWLEDGE THAT ANY ALTERATION OR IMPROVEMENT TO THE UNIT OR TO THE
LIMITED COMMON ELEMENTS ASSIGNED TO THE UNIT VIOLATES ANY PROVISION OF THE
DECLARATION, BYLAWS, OR RULES OR REGULATIONS;
(10) A STATEMENT AS TO WHETHER THE COUNCIL OF UNIT
OWNERS HAS KNOWLEDGE OF ANY VIOLATION OF THE HEALTH OR BUILDING CODES WITH
RESPECT TO THE UNIT, THE LIMITED COMMON ELEMENTS ASSIGNED TO THE UNIT, OR ANY
OTHER PORTION OF THE CONDOMINIUM;
(11) A STATEMENT OF THE REMAINING TERM OF ANY
LEASEHOLD ESTATE AFFECTING THE CONDOMINIUM AND THE PROVISIONS GOVERNING ANY
EXTENSION OR RENEWAL OF IT; AND
(12) A DESCRIPTION OF ANY RECREATIONAL OR OTHER
FACILITIES WHICH ARE TO BE USED BY THE UNIT OWNERS OR MAINTAINED BY THEM OR
THE COUNCIL OF UNIT OWNERS, AND A STATEMENT AS TO WHETHER OR NOT THEY ARE TO
BE A PART OF THE COMMON ELEMENTS; AND
(V) A STATEMENT BY THE UNIT OWNER AS TO WHETHER THE UNIT
OWNER HAS KNOWLEDGE:
(1) THAT ANY ALTERATION TO THE UNIT OR TO THE
LIMITED COMMON ELEMENTS ASSIGNED TO THE UNIT VIOLATES ANY PROVISION OF THE
DECLARATION, BYLAWS, OR RULES AND REGULATIONS;
(2) OF ANY VIOLATION OF THE HEALTH OR BUILDING CODES
WITH RESPECT TO THE UNIT OR THE LIMITED COMMON ELEMENTS ASSIGNED TO THE UNIT;
AND
(3) THAT THE UNIT IS SUBJECT TO AN EXTENDED LEASE
UNDER ss.11-137 OF THE MARYLAND CONDOMINIUM ACT OR UNDER LOCAL LAW, AND IF SO,
A COPY OF THE LEASE MUST BE PROVIDED.
SELLER WILL HAVE THE RIGHT TO CANCEL THIS AGREEMENT WITHOUT
PENALTY, AT ANY TIME WITHIN SEVEN (7) DAYS FOLLOWING DELIVERY TO SELLER OF ALL
OF THIS INFORMATION. HOWEVER, AFTER THE CLOSING, SELLER'S RIGHT TO CANCEL THIS
AGREEMENT IS TERMINATED.
17. DISCLOSURE/DISCLAIMER STATEMENT.
(a) Attached hereto as Exhibit D and incorporated herein by
reference is a notice to Buyer advising Buyer of Buyer's rights under ss.10-702
of the Real Property Article of the Annotated Code of Maryland. Buyer
acknowledges receipt of, and has executed, a copy of such notice. Pursuant to
the provisions of ss.10-702 of the Real Property Article of the Annotated Code
of Maryland, Seller has delivered to Buyer the written residential property
disclaimer statement on the form attached hereto as Exhibit E and incorporated
herein by reference.
(b) Attached hereto as Exhibit D and incorporated herein by
reference is a notice to Seller advising Seller of Seller's rights under ss.
10-702 of the Real Property Article of the Annotated Code of Maryland. Seller
acknowledges receipt of, and has executed, a copy of such notice. Pursuant to
the provisions of ss. 10-702 of the Real Property Article of the Annotated Code
of Maryland, Buyer has delivered to Seller the written residential property
disclaimer statement on the form attached hereto as Exhibit E and incorporated
herein by reference.
18. FIRPTA WITHHOLDING.
(a) At Closing, Seller shall provide Buyer with either (i) an
affidavit in substantially the form attached hereto as Exhibit F, stating that
Seller is not a foreign person (as that term is defined in Section 1445 of the
Internal Revenue Code) and providing Seller's tax identification number; or
(ii) a "Qualifying Statement" as such term is defined by Section 1445 of the
Internal Revenue Code.
(b) At Closing, Buyer shall provide Seller with either (i) an
affidavit in substantially the form attached hereto as Exhibit F, stating that
Buyer is not a foreign person (as that term is defined in Section 1445 of the
Internal Revenue Code) and providing Buyer's tax identification number; or (ii)
a "Qualifying Statement" as such term is defined by Section 1445 of the
Internal Revenue Code.
19. BALTIMORE CITY - TENANT'S RIGHT OF FIRST REFUSAL. If the
Property or Exchange Property is or has been, within six (6) months of the date
hereof, a single family residential rental dwelling in Baltimore City,
Maryland, the validity of this Agreement of Purchase and Sale is contingent
upon compliance with the provisions of Article 13, Sections 46-55 of the
Baltimore City Code (1976 Edition, as amended).
20. MISCELLANEOUS PROVISIONS.
(a) This Agreement contains the sole, final and entire
agreement between the parties and is intended to be an integration of all prior
and contemporaneous agreements, conditions and undertakings between the
parties. There are no promises, agreements, conditions, undertakings,
warranties or representations, oral or written, express or implied, between the
parties other than as herein set forth.
(b) This Agreement may be amended by and only by an
instrument executed and delivered by Seller and Buyer.
(c) This Agreement and all of the provisions hereof shall be
binding upon and shall inure to the benefit of the parties and their respective
heirs, devisees, legatees, legal representatives, successors and assigns.
(d) This Agreement shall be governed by and construed in
accordance with the laws of the State of Maryland.
(e) All provisions hereof shall survive the Closing Date,
unless otherwise provided herein.
(f) Each of the parties agrees to execute and deliver upon
reasonable demand of the other any document or instrument that such other party
reasonably deems necessary or desirable to evidence or accomplish the rights
herein conferred or to implement or consummate the purposes and intent hereof
(g) No determination by any court, governmental or
administrative entity or otherwise that any provision of this Agreement or any
amendment hereof is invalid or unenforceable in any instance shall affect the
validity or enforceability of (a) any other such provision, or (b) such
provision in any circumstance not controlled by such determination. Each such
provision shall be valid and enforceable to the fullest extent allowed by, and
shall be construed wherever possible as being consistent with, applicable law.
(h) The following exhibits are attached to, and made a part
of, this
Agreement:
A - Title
Report-Property
B - Title Report- Exchange
Property
C - Form of
Deed
D - Notice to Purchaser - Property
Disclosure
E - Property Disclaimer
Statement
F - FIRPTA
Affidavit
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement under seal on the date first above written.
WITNESS: SELLER:
XXXXXXXXX'X WHARF BALTIMORE L.P.
By: Xxxxxxxxx'x Wharf Development
Corporation, General Partner
By: (SEAL)
Xxxxxxxx X. Xxxxxxxx, President
WITNESS: BUYER:
(SEAL)
XXXXXX X. XXXXX
Exhibit A
I . Declaration of The Residences and Inn at Xxxxxxxxx'x Wharf, a condominium,
by Xxxxxx Capital Group dated August 30, 1988 and recorded among the Land
Records of Baltimore City in Liber SEB no. 1821, folio 20, as amended by the
following:
a) Amendment to Declaration dated April 3, 1989 and recorded among
the aforesaid Land Records in Liber SEB No. 2081, folio 329;
b) Second Amendment to Declaration dated July 31, 1990 and recorded
among the aforesaid Land Records in Liber SEB No. 2563, folio 230;
and
c) Third Amendment to Declaration dated December 14, 1992 and
recorded among the aforesaid Land Records in Liber SEB No. 3578,
folio
030.
2. Amended and Restated Xxxxxxxxx'x Wharf Disposition Agreement dated October
10, 1984 and recorded among the Land Records of Baltimore City in Liber SEB
No. 335, folio 062, as amended by First Amendment to Amended and Restated
Xxxxxxxxx'x Wharf Disposition Agreement dated July 31, 1990 and recorded among
the aforesaid Land Records in Liber SEB No. 2563, folio 264.
3. Building Perimeter Easement and Connecting Easement established by
Pedestrian Promenade Easement Agreement dated October 19, 1984 and recorded
among the Land Records of Baltimore City in Liber SEB no. 335, folio 204, by
and between Xxxxxx Capital Group and Mayor and City Council of Baltimore, as
amended by the following:
a) Amendment of Pedestrian Promenade Easement Agreement dated April
6, 1987 and recorded among the aforesaid Land Records in Liber SEB
No. 1308, folio 589; and
b) Second Amendment to Pedestrian Promenade Easement Agreement dated
July 31, 1990 and recorded among the aforesaid Land Records in
Liber SEB No. 2563, folio 241;
Said easements being shown on "ALTA/ACSM Land Title Survey Xxxxxxxxx'x Wharf
Baltimore, L.P." by Xxxxxx Company dated December 20, 1995 and last revised
February 9, 1996. Company insures that the Fast Land Easement, Alternate Fast
Land Easement and Fell Street Easement described is said Pedestrian Promenade
Easement Agreement, as amended, do not affect the Land described in Schedule A
hereof.
4. Easement to the benefit of the Marina Owner over the Building Perimeter
Easement and Commercial Courtyard Area as shown on "ALTA/ACSM Land Title Survey
Xxxxxxxxx'x Wharf Baltimore, L.P." by Xxxxxx Company dated December 20, 1995
and last revised February 9, 1996, as established by Reciprocal Easement
Agreement dated August 31, 1988 and recorded among the Land Records of
Baltimore City in Liber SEB No. 1824, folio 162, by and between Xxxxxx Capital
Group and The Council of Unit owners of The Residences and Inn at Xxxxxxxxx'x
Wharf, a Condominium, Incorporated, as amended by:
(a) Amendment to Reciprocal Easement Agreement dated July 31, 199C, and
recorded among the aforesaid Land Records in Liber SEB No. 2822,
folio 477; and
(b) Second Amendment to Reciprocal Easement Agreement dated and
recorded among the aforesaid Land Records in Liber
SEB folio .
5. Terms, conditions, easements, restrictions and other criteria as shown on
the Plats entitled "The Residences at Xxxxxxxxx'x Wharf, a Condominium", as
follows:
(a) Sheets 1 of 11 through 11 of 11 dated August, 1988 and recorded
as Condominium Plat SEB No. 232; and
(b) Sheets 1 of 11 through 11 of 11 dated September, 1988 and revised
December 14, 1992 and recorded as Condominium Plat SEB No. 298.
6. The portion of the Land included within the description of the Land
insured hereunder which comprises filled land shown on the plat of survey
entitled "ALTA/ACSM Land Title Survey Xxxxxxxxx'x Wharf Baltimore, L.P."
dated December 20, 1995, and last revised February 9, 1996, prepared by
Xxxxxx Company, as follows:
(a) "area shown as 'Condominium Common Element (fast land not deeded
as fast land in Liber SEB 1795, folio 449) part of commercial
courtyard area limited element class El on survey entitled
'Property Survey Xxxxxxxxx'x Wharf' dated July 30, 1990 by Xxxxxx
Company";
(b) "Inn Promenade Deck limited common element"; and (c) "12' Building
Perimeter Easement"
is subject to the navigation servitude and regulatory power of the Federal
Government including the power to cause removal of said filled land without
payment of compensation and is also subject to the regulatory power of the
State of Maryland over wetlands including the power, in event of failure to
comply with state law, to require restoration of said land to its former
condition.
7. Rights or claims of parties other than the insured in actual possession of
any or all of the property.
Exhibit B
I. Declaration of The Residences and Inn at Xxxxxxxxx'x Wharf, a condominium,
by Xxxxxx Capital Group dated August 30, 1988 and recorded among the Land
Records of Baltimore City in Liber SEB no. 1821, folio 20, as amended by the
following:
a) Amendment to Declaration dated April 3, 1989 and recorded among
the aforesaid Land Records in Liber SEB No. 2081, folio 329;
b) Second Amendment to Declaration dated July 31, 1990 and recorded
among the aforesaid Land Records in Liber SEB No. 2563, folio 230;
and
c) Third Amendment to Declaration dated December 14, 1992 and
recorded among the aforesaid Land Records in Liber SEB No. 3578,
folio
030.
2. Amended and Restated Xxxxxxxxx'x Wharf Disposition Agreement dated October
10, 1984 and recorded among the Land Records of Baltimore City in Liber SEB
No. 335, folio 062, as amended by First Amendment to Amended and Restated
Xxxxxxxxx'x Wharf Disposition Agreement dated July 31, 1990 and recorded among
the aforesaid Land Records in Liber SEB No. 2563, folio 264.
3. Building Perimeter Easement and Connecting Easement established by
Pedestrian Promenade Easement Agreement dated October 19, 1984 and recorded
among the Land Records of Baltimore City in Liber SEB no. 335, folio 204, by
and between Xxxxxx Capital Group and Mayor' and City Council of Baltimore, as
amended by the following:
a) Amendment of Pedestrian Promenade Easement Agreement dated April
6, 1987 and recorded among the aforesaid Land Records in Liber SEB
No. 1308, folio 589; and
b) Second Amendment to Pedestrian Promenade Easement Agreement dated
July 31, 1990 and recorded among the aforesaid Land Records in
Liber SEB No. 2563, folio 241;
Said easements being shown on "ALTA/ACSM Land Title Survey Xxxxxxxxx'x Wharf
Baltimore, L.P." by Xxxxxx Company dated December 20, 1995 and last revised
February 9, 1996. Company insures that the Fast Land Easement, Alternate Fast
Land Easement and Fell Street Easement described is said Pedestrian Promenade
Easement Agreement, as amended, do not affect the Land described in Schedule A
hereof.
4. Easement to the benefit of the Marina Owner over the Building Perimeter
Easement and Commercial Courtyard Area as shown on "ALTA/ACSM Land Title Survey
Xxxxxxxxx'x Wharf Baltimore, L.P." by Xxxxxx Company dated December 20, 1995
and last revised February 9, 1996, as established by Reciprocal Easement
Agreement dated August 31, 1988 and recorded among the Land Records of
Baltimore City in Liber SEB No. 1824, folio 162, by and between Xxxxxx Capital
Group and The Council of Unit owners of The Residences and Inn at Xxxxxxxxx'x
Wharf, a Condominium, Incorporated, as amended by:
(a) Amendment to Reciprocal Easement Agreement dated July 31, 199C and
recorded among the aforesaid Land Records in Liber SEB No. 2822,
folio 477; and
(b) Second Amendment to Reciprocal Easement Agreement dated and
recorded among the aforesaid Land Records in Liber
SEB folio
5. Terms, conditions, easements, restrictions and other criteria as shown on
the Plats entitled "The Residences at Xxxxxxxxx'x Wharf, a Condominium", as
follows:
(a) Sheets 1 of 11 through 11 of 11 dated August, 1988 and
recorded as Condominium Plat SEB No. 232; and
(b) Sheets 1 of 11 through 11 of 11 dated September, 1988 and revised
December 14, 1992 and recorded as Condominium Plat SEB No. 298.
6. The portion of the Land included within the description of the Land
insured hereunder which comprises filled land shown on the plat of survey
entitled "ALTA/ACSM Land Title Survey Xxxxxxxxx'x Wharf Baltimore, L.P."
dated December 20, 1995, and last revised February 9, 1996, prepared by
Xxxxxx Company, as follows:
(a) "area shown as 'Condominium Common Element (fast land not deeded as
fast land in Liber SEB 1795, folio 449) part of commercial
courtyard area limited element class El on survey entitled
'Property Survey Xxxxxxxxx'x Wharf' dated July 30, 1990 by Xxxxxx
Company";
(b) "Inn Promenade Deck limited common element"; and (c) "12' Building
Perimeter Easement"
is subject to the navigation servitude and regulatory power of the Federal
Government including the power to cause removal of said filled land without
payment of compensation and is also subject to the regulatory power of the
State of Maryland over wetlands including the power, in event of failure to
comply with state law, to require restoration of said land to its former
condition.
7. Rights or claims of parties other than the insured in actual possession of
any or all of the property.
EXHIBIT C
DEED OF EXCHANGE
THIS DEED OF EXCHANGE ("Deed of Exchange") is made on this day of
, 1998, by and between XXXXXXXXX'X WHARF BALTIMORE L.P., a
Delaware limited partnership ("Xxxxxxxxx'x Wharf') and XXXXXX XXXXX ("Xxxxx").
WHEREAS, Xxxxxxxxx'x Wharf is the owner of a condominium unit and
parking units situate in Baltimore City, Maryland, being known and designated
as Condominium Xxxx Xx. 000 and Parking Unit No. P-70 and Parking Unit No. P-71
in THE RESIDENCES AND INN AT XXXXXXXXX'X WHARF, A CONDOMINIUM, as established
pursuant to a Declaration dated August 30, 1988, and recorded among the Land
Records of Baltimore City (the "Land Records") at Liber S.E.B. No. 1821, page
20, as amended by Amendment to Declaration dated April 3, 1989 and recorded
among the Land Records at Liber S.E.B. No. 2081, folio 329, and as further
amended by Second Amendment to Declaration dated July 31, 1990, and recorded
among the Land Records at Liber S.E.B. No. 2563, folio 230, and as further
amended by Third Amendment to Declaration dated as of December 14, 1992, and
recorded among the Land Records at Liber S.E.B. No. 3578, folio 30 (as amended,
the "Declaration"), and the Bylaws attached thereto (the "Bylaws"), and as
shown on those certain plats entitled "Condominium Plat, The Residences and Inn
at Xxxxxxxxx'x Wharf, a Condominium," dated August, 1988, and recorded among
the Plat Records of Baltimore City at Condominium Plat Record Book S.E.B. No.
232, Sheets I through 11, as amended by condominium plats dated December 14,
1992, and recorded among the Plat Records of Baltimore City at Condominium Plat
Record Book S.E.B. 298, Sheets I through 11 (as amended, the "Condominium
Plats"). The improvements thereon being known as 0000 Xxxx Xxxxxx, Xxxx Xx.
000, along with Parking Xxxx Xx. X-00 xxx Xxxxxxx Xxxx Xx. X-00 are hereinafter
referred to as the "Xxxxxxxxx Unit"; and
WHEREAS, Xxxxx is the owner of a condominium unit and parking
units situate in Baltimore City, Maryland, being known and designated as
Condominium Xxxx Xx. 000 and Parking Unit No. P-45 and Parking Unit No. P-46
in THE RESIDENCES AND INN AT XXXXXXXXX'X WHARF, A CONDOMINIUM, as established
pursuant to the Declaration and the Bylaws, and as shown on the Condominium
Plats. The improvements thereon being known as 0000 Xxxx Xxxxxx, Xxxx Xx.
000, along with Parking Xxxx Xx. X-00 xxx Xxxxxxx Xxxx Xx. X-00 are
hereinafter referred to as the "Xxxxx Unit"; and
WHEREAS, Xxxxxxxxx'x Wharf and Xxxxx wish to exchange between each
other the Xxxxxxxxx Unit and the Xxxxx Unit.
NOW, THEREFORE, WITNESSETH:
That for and in
consideration of:
(i) the sum of One Hundred Thirty Five Thousand Dollars
($135,000.00), and
(ii) the conveyance by Xxxxx to Xxxxxxxxx'x Wharf of the
Xxxxx Unit,
the receipt and sufficiency of which are hereby acknowledged, Xxxxxxxxx'x Wharf
does hereby grant, convey and assign unto Xxxxx, his personal representatives,
heirs and assigns, in fee simple, the Xxxxxxxxx Unit.
BEING a portion of the property which by Deed dated July 31,
1990, and recorded among the Land Records of Baltimore City at Liber SEB
2563, folio 119, was granted and conveyed by Xxxxxx X. Xxxxxx, Jr. and
Xxxxxxx X. Xxxxx, Trustees and HWFP, Inc., a Maryland corporation, to
Xxxxxxxxx'x Wharf.
TOGETHER WITH all improvements contained in the Xxxxxxxxx Unit, and
all appurtenances and advantages thereunto pertaining, including an undivided
percentage interest in the common elements, common expenses and common profits
in the condominium regime as set forth in the Declaration, the Bylaws and the
Condominium Plats.
TO HAVE AND TO HOLD the Xxxxxxxxx Unit to Xxxxx, his personal
representatives, heirs and assigns, in fee simple, but subject to the operation
and effect of all matters of record.
AND Xxxxxxxxx'x Wharf hereby covenants that it has not done or
suffered to be done any act, matter or thing whatsoever to encumber the
property hereby granted and conveyed by Xxxxxxxxx'x Wharf; that it will warrant
specially the property hereby granted and conveyed by Xxxxxxxxx'x Wharf, and
that it will execute such further assurances of the same as may be requisite.
AND FURTHER WITNESSETH:
That for and in consideration of:
(i) the sum of zero dollars ($0.00); and
(ii) in partial consideration of the conveyance of the Xxxxxxxxx
Unit to Xxxxx, Xxxxx does hereby grant, convey and assign unto
Xxxxxxxxx'x Wharf, its successors and assigns, in fee simple,
the Xxxxx Unit.
BEING the same property which by Deed dated August 4, 1989 and
recorded among the Land Records of Baltimore City at Liber S.E.B. 2193, folio
355, was granted and conveyed by Xxxxxx X. Xxxxxx, Jr. and Xxxxxxx X. Xxxxx,
Trustees and HWFP, Inc., a Maryland corporation, to Xxxxx.
TOGETHER WITH all improvements contained in the Xxxxx Unit, and all
appurtenances and advantages thereunto pertaining, including an undivided
percentage interest in the common elements, common expenses and common profits
in the condominium regime as set forth in the Declaration, the Bylaws and the
Condominium Plats.
TO HAVE AND TO HOLD the Xxxxx Unit to Xxxxxxxxx'x Wharf, its
successors and assigns, in fee simple, but subject to the operation and effect
of all matters of record.
AND Xxxxx hereby covenants that he has not done or suffered to be
done any act, matter or thing whatsoever to encumber the property hereby
granted and conveyed by Xxxxx; that he will warrant specially the property
hereby granted and conveyed by Xxxxx; and that he will execute such further
assurances of the same as may be requisite.
IN WITNESS WHEREOF, Xxxxxxxxx'x Wharf and Xxxxx have executed this
Deed of Exchange under seal on the date first above written.
WITNESS: XXXXXXXXX'X WHARF:
XXXXXXXXX'X WHARF BALTIMORE L.P.
By: Xxxxxxxxx'x Wharf Development
Corporation, General Partner
By: (SEAL)
WITNESS: XXXXX:
(SEAL)
Xxxxxx Xxxxx
STATE OF MARYLAND )
)to wit:
COUNTY OF )
I HEREBY CERTIFY that on this day of 1998, before
me,
the subscriber, a Notary Public of the State of Maryland, personally appeared
of Xxxxxxxxx'x Wharf Development Corporation, General Partner
of Xxxxxxxxx'x Wharf Baltimore L.P., and that he/she as such officer, being
authorized so to do, executed the foregoing instrument for the purposes therein
contained, by signing in my presence the name of the corporation by himself as
such officer.
IN WITNESS WHEREOF, I have hereunto set my hand and Notarial Seal.
Notary Public
My Commission Expires:
STATE OF MARYLAND )
)to wit:
COUNTY OF )
I HEREBY CERTIFY that on this _ day of 1998,
before me,
the subscriber, a Notary Public of the State of Maryland, personally appeared
XXXXXX XXXXX, known to me (or satisfactorily proven) to be the person whose
name is subscribed to the within instrument, and he acknowledged that he
executed the foregoing instrument for the purposes therein contained.
IN WITNESS WHEREOF, I have hereunto set my hand and Notarial Seal.
Notary Public
My Commission Expires:
CERTIFICATE
THE UNDERSIGNED, AN ATTORNEY ADMITTED TO PRACTICE BEFORE THE
COURT OF APPEALS OF MARYLAND, HEREBY CERTIFIES THAT THE ABOVE INSTRUMENT
WAS PREPARED BY ME OR UNDER MY SUPERVISION.
Xxxxxxx Xxxxx, Attorney
MR./MS. CLERK: AFTER THIS DEED OF EXCHANGE HAS BEEN RECORDED, PLEASE RETURN
TO:
Xxxxxxx Xxxxx, Esq.
Neuberger, Quinn, Gielen, Rubin & Gibber, P.A.
Commerce Place, 00xx Xxxxx
Xxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000-0000
EXHIBIT D
NOTICE TO BUYER OF BUYER'S RIGHT
UNDER MARYLAND'S PROPERTY DISCLOSURE LAW
NOTE: This Notice does not apply to: (1) The initial sale of single family
residential real property; (2) a transfer that is exempt from the transfer tax
under ss.13-207 of the Tax-Property Article, except land installment contracts
of sale under ss.13-207(11) of the Tax-Property Article and options to purchase
real property under ss.13-207(12) of the Tax-Property Article; (3) a sale by a
lender acquiring the real property by foreclosure or deed in lieu of
foreclosure; (4) a sheriff's sale, tax sale, or sale by foreclosure, partition
or by court appointed trustee; (5) a transfer by a fiduciary in the course of
the administration of a decedent's estate, guardianship, conservatorship, or
trust; or (6) a transfer of single family residential real property to be
converted by the buyer into a use other than residential use or to be
demolished.
SECTION 10-702 OF THE REAL PROPERTY ARTICLE OF THE ANNOTATED CODE OF
MARYLAND ("SECTION 10-702") REQUIRES THAT SELLERS OF SINGLE FAMILY RESIDENTIAL
PROPERTY PROVIDE YOU, THE BUYER, ON OR BEFORE ENTERING INTO A CONTRACT OF SALE,
EITHER:
(A) A WRITTEN PROPERTY CONDITION DISCLOSURE STATEMENT LISTING ALL
DEFECTS OR INFORMATION OF WHICH THE SELLER HAS ACTUAL KNOWLEDGE IN RELATION
TO THE FOLLOWING:
(I) WATER AND SEWER SYSTEMS, INCLUDING THE SOURCE
OF HOUSEHOLD WATER, WATER TREATMENT SYSTEMS, AND
SPRINKLER SYSTEMS;
(II) INSULATION;
(III) STRUCTURAL SYSTEMS, INCLUDING THE ROOF, WALLS,
FLOORS, FOUNDATION, AND ANY BASEMENT;
(IV) PLUMBING, ELECTRICAL, HEATING, AND AIR
CONDITIONING SYSTEMS;
(V) INFESTATION OF WOOD-DESTROYING INSECTS;
(VI) LAND USE MATTERS;
(VII) HAZARDOUS OR REGULATED MATERIALS, INCLUDING
ASBESTOS, LEAD-BASED PAINT, RADON, UNDERGROUND STORAGE
TANKS, AND LICENSED LANDFILLS; AND
(VIII) ANY OTHER MATERIAL DEFECTS KNOWN TO THE
SELLER; OR
(B) A WRITTEN DISCLAIMER STATEMENT PROVIDING THAT:
(I) THE SELLER MAKES NO REPRESENTATIONS OR
WARRANTIES AS TO THE CONDITION OF THE REAL PROPERTY OR
ANY IMPROVEMENTS ON THE REAL PROPERTY; AND
(II) THE BUYER WILL BE RECEIVING THE REAL PROPERTY "AS IS", WITH
ALL DEFECTS THAT MAY EXIST, EXCEPT AS OTHERWISE PROVIDED IN THE
CONTRACT OF SALE.
AT THE TIME THE DISCLOSURE OR DISCLAIMER STATEMENT IS DELIVERED TO YOU,
YOU ARE REQUIRED TO DATE AND SIGN A WRITTEN ACKNOWLEDGEMENT OF RECEIPT, WHICH
SHALL BE INCLUDED IN OR ATTACHED TO THE CONTRACT OF SALE.
YOU ARE HEREBY NOTIFIED THAT, IN CERTAIN CIRCUMSTANCES, YOU HAVE THE
RIGHT TO RESCIND YOUR CONTRACT OF SALE WITH THE SELLER IF THE SELLER FAILS TO
DELIVER TO YOU THE WRITTEN PROPERTY CONDITION DISCLOSURE STATEMENT. SECTION
10-702 PROVIDES THAT A BUYER WHO DOES NOT RECEIVE THE DISCLOSURE STATEMENT ON
OR BEFORE ENTERING INTO THE CONTRACT OF SALE HAS THE UNCONDITIONAL RIGHT, UPON
WRITTEN NOTICE TO THE SELLER OR SELLER'S AGENT:
(I) TO RESCIND THE CONTRACT OF SALE AT ANY TIME BEFORE THE RECEIPT
OF THE DISCLOSURE STATEMENT OR WITHIN 5 DAYS FOLLOWING RECEIPT OF
THE DISCLOSURE STATEMENT; AND
(II) TO THE IMMEDIATE RETURN OF ANY DEPOSITS MADE ON ACCOUNT OF
THE CONTRACT.
IF THE DISCLOSURE STATEMENT IS DELIVERED TO YOU LATER THAN 3 DAYS AFTER THE
SELLER ENTERS INTO A CONTRACT OF SALE WITH YOU, THE CONTRACT IS VOID. YOUR
RIGHT TO RESCIND THE CONTRACT OF SALE UNDER SECTION 10-702 TERMINATES IF NOT
EXERCISED BEFORE MAKING A WRITTEN APPLICATION TO A LENDER FOR A MORTGAGE LOAN,
IF THE LENDER DISCLOSES IN WRITING AT OR BEFORE THE TIME APPLICATION IS MADE
THAT THE RIGHT TO RESCIND TERMINATES ON SUBMISSION OF THE APPLICATION.
YOUR RIGHTS AS A BUYER UNDER SECTION 10-702 MAY NOT BE WAIVED IN THE
CONTRACT OF SALE AND ANY ATTEMPTED WAIVER IS VOID. YOUR RIGHTS AS THE BUYER TO
TERMINATE THE CONTRACT UNDER SECTION 10-702 ARE WAIVED CONCLUSIVELY IF NOT
EXERCISED BEFORE:
(I) CLOSING OR OCCUPANCY BY YOU, WHICHEVER
OCCURS FIRST, IN THE EVENT OF A SALE; OR
(II) OCCUPANCY, IN THE EVENT OF A LEASE WITH OPTION
TO PURCHASE.
THE INFORMATION CONTAINED IN THE PROPERTY CONDITION DISCLOSURE STATEMENT IS
THE REPRESENTATION OF THE SELLER AND NOT THE REPRESENTATION OF THE REAL
ESTATE BROKER OR SALESPERSON, IF ANY.
THE SELLER IS NOT REQUIRED TO UNDERTAKE OR PROVIDE AN INDEPENDENT INVESTIGATION
OR INSPECTION OF THE PROPERTY IN ORDER TO MAKE THE DISCLOSURES REQUIRED BY
SECTION 10-702. THE SELLER IS NOT LIABLE FOR AN ERROR, INACCURACY OR OMISSION
IN THE DISCLOSURE STATEMENT IF THE ERROR, INACCURACY, OR OMISSION WAS BASED
UPON INFORMATION THAT WAS NOT WITHIN THE ACTUAL KNOWLEDGE OF THE SELLER; OR WAS
PROVIDED TO THE SELLER BY A THIRD PARTY.
YOU HAVE THE RIGHT TO OBTAIN PROFESSIONAL ADVICE ABOUT THE PROPERTY OR
OBTAIN AN INSPECTION OF THE PROPERTY.
THE UNDERSIGNED BUYER(S) ACKNOWLEDGES RECEIPT OF THIS NOTICE
ON THE DATE INDICATED BELOW.
WITNESS:
BUYER DATE
BUYER DATE
EXHIBIT E
MARYLAND RESIDENTIAL PROPERTY DISCLAIMER STATEMENT
NOTICE TO SELLER AND BUYER
Section ss. 10-702 of the Real Property Article, Annotated Code of Maryland,
requires the owner of certain residential real property to furnish to the
BUYER either (a) a RESIDENTIAL PROPERTY DISCLAIMER STATEMIENT stating that the
owner is selling the property "as is" and makes no representations or
warranties as to the condition of the property or any improvements on the real
property, except as otherwise provided in the contract of sale, or (b) a
RESIDENTIAL PROPERTY DISCLOSURE STATENIENT disclosing defects or other
information about the condition of the real property actually known by the
owner. Certain transfers of residential property are excluded from this
requirement (see the exemptions listed below).
MARYLAND RESIDENTIAL PROPERTY DISCLAIMER STATEMENT
NOTICE TO OWNER(S): Sign this statement only if you elect to sell the property
without representations and warranties as to its condition, except as
otherwise provided in the contract of sale; otherwise, complete and sign the
RESIDENTIAL PROPERTY DISCLOSURE STATEMENT.
Property Address:
Legal Description:
The undersigned owner(s) of the real property described above make no
representations or warranties as to the condition of the real property or any
improvements thereon, and the BUYER will be receiving the real property "as
is", with all defects which may exist, except as otherwise provided in the
real estate contract of sale. The owner(s) acknowledge having carefully
examined this statement and further acknowledge that they have been informed
of their rights and obligations under Section ss.10-702 of the Maryland Real
Property Article.
Owner:
Date:
Owner:
Date:
The BUYER(s) acknowledge receipt of a copy of this disclaimer statement and
further acknowledge that they have been informed of their rights and
obligations under Section ss.10-702 of the Maryland Real Property Article.
BUYER:
Date:
BUYER:
Date:
MARYLAND RESIDENTIAL PROPERTY DISCLOSURE ACT
10-702. Exeptions. - The following are specifically excluded from the
provisions of Section 10-702:
1. The initial sale of single family Residential Real Property; 2. A transfer
that is exempt from the transfer tax under ss.13-207 of the Tax-Property
Article, except land
installment contracts of sale under ss.13-207(11) of the Tax-Property
Article except hand installment Contracts of Sale under ss. 13-207(l 1)
of the Tax Property Article and options to purchase real property under
ss.13-207(12) of the Tax-Property Article;
3. A sale by a lender acquiring the Real Property by foreclosure or deed in
lieu of foreclosure; 4. A sheriff's sale, tax sale, or sale by foreclosure,
partition, or by court appointed trustee; 5. A transfer by a fiduciary in the
course of the administration of a decedent's estate, guardianship,
conservatorship,
or trust; or
6. A transfer of single family Residential Real Property to be converted
by the Buyer into a use other
than residential use or
to be demolished.
EXHIBIT F
CERTIFICATION OF NON-FOREIGN STATUS REGARDING WITHHOLDING OF
TAX ON DISPOSITION OF UNITED STATES REAL PROPERTY INTERESTS
Section 1445 of the Internal Revenue Code provides that a transferee of
a U.S. real property interest must withhold tax if the transferor is a
foreign person. To inform
("Transferee") that withholding of tax is not required upon my disposition of
a U.S. real property interest, I hereby certify the following to Transferee:
1. I am not a nonresident alien for purposes of U.S. income
taxation;
2. My U.S. taxpayer identifying number is ;and
3. My home address is
I understand that this certificate may be disclosed to the Internal
Revenue Service by Transferee and that any false statement I have made here
could be punished by fine, imprisonment, or both.
Under penalties of perjury, I declare that I have examined this
certification and to the best of my knowledge and belief it is true, correct
and complete.
DEED OF EXCHANGE
THIS DEED OF EXCHANGE ("Deed of Exchange") is made on this 17 day of March,
1998, by and between XXXXXXXXX'X WHARF BALTIMORE L.P., a Delaware limited
partnership ("Xxxxxxxxx'x Wharf') and XXXXXX XXXXX ("Xxxxx").
WHEREAS, Xxxxxxxxx'x Wharf is the owner of a condominium unit and parking
units situate in Baltimore City, Maryland, being known and designated as
Condominium Xxxx Xx. 000 and Parking Unit No. P-70 and Parking Unit No. P-71 in
THE RESIDENCES AND INN AT XXXXXXXXX'X WHARF, A CONDOMINIUM, as established
pursuant to a Declaration dated August 30, 1988, and recorded among the Land
Records of Baltimore City (the "Land Records") at Liber S.E.B. No. 1821, page
20, as amended by Amendment to Declaration dated April 3, 1989 and recorded
among the Land Records at Liber S.E.B. No. 2081, folio 329, and as further
amended by Second Amendment to Declaration dated July 31, 1990, and recorded
among the Land Records at Liber S.E.B. No. 2563, folio 230, and as further
amended by Third Amendment to Declaration dated as of December 14, 1992, and
recorded among the Land Records at Liber S.E.B. No. 3578, folio 30 (as amended,
the "Declaration"), and the Bylaws attached thereto (the "Bylaws"), and as shown
on those certain plats entitled "Condominium Plat, The Residences and Inn at
Xxxxxxxxx'x Wharf, a Condominium," dated August, 1988, and recorded among the
Plat Records of Baltimore City at Condominium Plat Record Book S.E.B. No. 232,
Sheets I through 11, as amended by condominium plats dated December 14, 1992,
and recorded among the Plat Records of Baltimore City at Condominium Plat Record
Book S.E.B. 298, Sheets 1 through I I (as amended, the "Condominium Plats"). The
improvements thereon being known as 0000 Xxxx Xxxxxx, Xxxx Xx. 000, along with
Parking Xxxx Xx. X-00 xxx Xxxxxxx Xxxx Xx. X-00 are hereinafter referred to as
the "Xxxxxxxxx Unit"; and
WHEREAS, Xxxxx is the owner of a condominium unit and parking units situate
in Baltimore City, Maryland, being known and designated as Condominium Xxxx Xx.
000 and Parking Unit No. P-45 and Parking Unit No. P-46 in THE RESIDENCES AND
INN AT XXXXXXXXX'X WHARF, A CONDOMINIUM, as established pursuant to the
Declaration and the Bylaws, and as shown on the Condominium Plats. The
improvements thereon being known as 0000 Xxxx Xxxxxx, Xxxx Xx. 000, along with
Parking Xxxx Xx. X-00 xxx Xxxxxxx Xxxx Xx. X-00 are hereinafter referred to as
the "Xxxxx Unit"; and
WHEREAS, Xxxxxxxxx'x Wharf and Xxxxx wish to exchange between each other
the Xxxxxxxxx Unit and the Xxxxx Unit.
NOW, THEREFORE, WITNESSETH:
That for and in consideration of:
(i) the sum of One Hundred Thirty Five Thousand Dollars ($135,000.00), and
(ii) the conveyance by Xxxxx to Xxxxxxxxx'x Wharf of the Xxxxx Unit,
the receipt and sufficiency of which are hereby acknowledged, Xxxxxxxxx'x Wharf
does hereby grant, convey and assign unto Xxxxx, his personal representatives,
heirs and assigns, in fee simple, the Xxxxxxxxx Unit.
BEING a portion of the property which by Deed dated July 31, 1990, and
recorded among the Land Records of Baltimore City at Liber SEB 2563, folio 119,
was granted and conveyed by Xxxxxx X. Xxxxxx, Jr. and Xxxxxxx X. Xxxxx, Trustees
and HWFP, Inc., a Maryland corporation, to Xxxxxxxxx'x Wharf
TOGETHER WITH all improvements contained in the Xxxxxxxxx Unit, and
all appurtenances and advantages thereunto pertaining, including an undivided
percentage interest in the common elements, common expenses and common profits
in the condominium regime as set forth in the Declaration, the Bylaws and the
Condominium Plats.
TO HAVE AND TO HOLD the Xxxxxxxxx Unit to Xxxxx, his personal
representatives, heirs and assigns, in fee simple, but subject to the operation
and effect of all matters of record.
AND Xxxxxxxxx'x Wharf hereby covenants that it has not done or
suffered to be done any act, matter or thing whatsoever to encumber the
property hereby granted and conveyed by Xxxxxxxxx'x Wharf-, that it will
warrant specially the property hereby granted and conveyed by Xxxxxxxxx'x
Wharf, and that it will execute such further assurances of the same as may be
requisite.
AND FURTHER WITNESSETH:
That for and in consideration of:
(i) the sum of zero dollars ($0.00); and
(ii) in partial consideration of the conveyance of the Xxxxxxxxx Unit to
Xxxxx, Xxxxx does hereby grant, convey and assign unto Xxxxxxxxx'x
Wharf, its successors and assigns, in fee simple, the Xxxxx Unit.
BEING the same property which by Deed dated August 4, 1989 and recorded
among the Land Records of Baltimore City at Liber S.E.B. 2193, folio 355, was
granted and conveyed by Xxxxxx X. Xxxxxx, Jr. and Xxxxxxx X. Xxxxx, Trustees and
HWFP, Inc., a Maryland corporation, to Xxxxx.
TOGETHER WITH all improvements contained in the Xxxxx Unit, and all
appurtenances and advantages thereunto pertaining, including an undivided
percentage interest in the common elements, common expenses and common profits
in the condominium regime as set forth in the Declaration, the Bylaws and the
Condominium Plats.
TO HAVE AND TO HOLD the Xxxxx Unit to Xxxxxxxxx'x Wharf, its
successors and assigns, in fee simple, but subject to the operation and effect
of all matters of record.
AND Xxxxx hereby covenants that he has not done or suffered to be
done any act, matter or thing whatsoever to encumber the property hereby
granted and conveyed by Xxxxx; that he will warrant specially the property
hereby granted and conveyed by Xxxxx; and that he will execute such further
assurances of the same as may be requisite.
IN WITNESS WHEREOF, Xxxxxxxxx'x Wharf and Xxxxx have executed this
Deed of Exchange under seal on the date first above written.
WITNESS: XXXXXXXXX'X WHARF:
XXXXXXXXX'X WHARF BALTIMORE L.P.
By: Xxxxxxxxx'x Wharf Development
Corporation, General Partner
By: (SEAL)
Xxxxxxxx X. Xxxxxxxx, President
XXXXX:
(SEAL)
Xxxxxx Xxxxx
STATE OF MASSACHUSETTS )
)to wit
CITY/COUNTY OF )
I HEREBY CERTIFY that on this 17 day of March 1998, before me the
subscriber, a Notary Public of the State of Massachusetts, personally appeared
Xxxxxxxx X Xxxxxxxx, President of Xxxxxxxxx'x Wharf Development Corporation,
General Partner o Henderson's Wharf Baltimore L.P., and that he as such
officer, being authorized so to do executed the foregoing instrument for the
purposes therein contained, by signing in my presence the name of the
corporation by himself as such officer.
IN WITNESS WHEREOF, I have hereunto set my hand and Notarial Seal.
Notary Public
My Commission Expires:
STATE OF MARYLAND )
) to wit:
CITY OF BALTIMORE )
I HEREBY CERTIFY that on this 17 day of
March 1998, before me,
the subscriber, a Notary Public of the State of Maryland, personally appeared
XXXXXX XXXXX, known to me (or satisfactorily proven) to be the person whose
name is subscribed to the within instrument, and he acknowledged that he
executed the foregoing instrument for the purposes therein contained.
IN WITNESS WHEREOF, I have hereup4,y set my hand and Notarial Seal.
Notary Public
My Commission Expires:
CERTIFICATE
THE UNDERSIGNED, AN ATTORNEY ADMITTED TO PRACTICE BEFORE THE COURT OF
APPEALS OF MARYLAND, HEREBY CERTIFIES THAT THE ABOVE INSTRUMENT WAS PREPARED BY
ME OR UNDER MY SUPERVISION.
Xxxxxxx Xxxxx, Attorney
MR./MS. CLERK: AFTER THIS DEED OF EXCHANGE HAS BEEN RECORDED, PLEASE RETURN TO:
Xxxxxxx Xxxxx, Esq.
Neuberger, Quinn, Gielen, Rubin
& Gibber, P.A.
Commerce Place, 27th Floor
Xxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000-0000
