Exhibit 99.1 Contract of Sale between Girl's Life Plantation Parcel, LLC
and Baltimore Count, Maryland
THIS CONTRACT OF SALE (this "Contract"), made this _______ day of
_________ in the year ______, by and between GIRL'S LIFE PLANTATION
PARCEL, L.L.C. a Maryland limited liability company, (hereinafter referred
to as "Seller"); and BALTIMORE COUNTY, MARYLAND, a body corporate and
politic, ("Buyer").
WHEREAS, Seller is the owner of the property more fully described in
the attached "Exhibit A - Parcel 300"; and
WHEREAS, GIRL'S LIFE PLANTATION MANSION, LLC, a Maryland limited
liability company, is the owner of the property described in the attached
"Exhibit B - Parcel 403"; and
WHEREAS, GIRL'S LIFE PLANTATION RESTAURANT, LLC, a Maryland limited
liability company is the owner of record of the property described in the
attached "Exhibit C - Parcel 327"; and
WHEREAS, GIRL'S LIFE PLANTATION RESTAURANT, LLC. pursuant to Articles
of Amendment recorded on February 28, 2003 in Liber B00485, folio 343 of
the Corporate Charter Division of the Maryland State Department of Assessment
and Taxation, is now known as PEERCE'S PLANTATION GL LLC, also a Maryland
limited liability company; and
WHEREAS, it is the present intention of the Seller to transfer a portion
of Parcel 300 as described in "Exhibit D - Parcel 403 Addition" to GIRL'S
LIFE PLANTATION MANSION, LLC, prior to the "Closing" as provided in Page 3 of
this Contract; and
WHEREAS, it is the present intention of the Seller to transfer a portion
of Parcel 300 as described in "Exhibit E - Parcel 327" to PEERCE'S PLANTATION
GL LLC prior to the "Closing" as provided in Page 3 of this Contract; and
WHEREAS, Buyer is interested in purchasing all of the property described
in Exhibit F, hereinafter referred to as "the Property", subject to certain
contingencies as more fully set forth below, and the Seller is interested in
Selling the Property to the Buyer subject to the aforesaid contingencies;
NOW THEREFORE WITNESSETH, that the said Seller does hereby bargain and
sell unto the said Buyer, and the latter does hereby purchase from the
former, all that parcel of ground situate, lying, and being in the Tenth
District of Baltimore County, State of Maryland, and being more particularly
described as follows, that is to say;
BEING a parcel of land containing (13) acres of land, more or less, as
more fully described in Exhibit F, which is attached hereto and made a part
hereof.
FOR TITLE: See Deed dated July 27, 2001 and recorded among the Land
Records of Baltimore County in Liber S. M. No. 15424, Folio 153 from Peerce
M. Lake, by Xxxxxxxxx X. Xxxx, his Attorney-in-Fact, Xxxxxx Xxxx Xxxxxxxxxx,
formerly known as Xxxxxx X. Lake, by Xxxxxxxxx X. Xxxx, her Attorney-in-Fact,
and Peerce M. Lake, Jr., by Xxxxxxxxx X. Xxxx, his Attorney-in-Fact, to GIRLS
LIFE PLANTATION PARCEL, LLC, now known a PEERCE'S PLANTATION GL LLC.
TOGETHER with the buildings and improvements thereupon erected, made
or being; and all and every, the rights, alleys, ways, waters, privileges,
appurtenances, and advantages, to the same belonging, or in anywise
appertaining.
AT AND FOR the purchase price of SIX HUNDRED TWENTY FOUR THOUSAND
DOLLARS AND ZERO CENTS ($624,000.00).
The parties hereto agree that this Contract is contingent upon the
approval of the Baltimore County Executive (or his designee) and the
Baltimore County Council on or before April 30, 2009. Notwithstanding any
date in this Contract, this Contract shall be effective when approved by the
County Executive (or his designee) and the County Council and executed by all
parties (which date of approval shall hereinafter be referred to as the
"Effective Date"). In the event that this Contract is not approved by the
Baltimore County Executive (or his designee) and the Baltimore County Council
on or before April 30, 2009, this Contract shall become null and void without
either party having further liability to the other.
PAYMENT OF PURCHASE PRICE: The payment of the purchase price will be
made by the Buyer to the Seller by certified check, cashier's check or
federally wired funds at closing.
CLOSING AND LOCATION OF CLOSING: Closing shall occur on or before ninety
(90) days after the Effective Date of this Contract at a time and place
designated by the Buyer. In computing the period of Closing the last day
of the period so computed is included unless it is a Saturday, Sunday or
holiday in which event the period will run until the end of the next day
that is not a Saturday, Sunday or holiday.
EXTENSION OF CLOSING: The Buyer shall have the right to extend the date
if Closing for a period not to exceed thirty (30) days. Any future
extensions shall be granted solely upon the mutual consent and approval of
both the Seller and the Buyer.
ADDITIONAL PROVISIONS: This Contract is expressly contingent upon the
following additional terms and conditions:
A. DEED AND TITLE: Upon payment of the unpaid purchase price, a fee simple
Deed for the Property containing covenants of special warranties and
further assurances shall be executed by the Seller, which shall convey
the Property in fee simple to the Buyer. The Seller agrees to promptly
execute and deliver all such other instruments and take all such other
actions as the Buyer may reasonably require from time to time in order
to vest and confirm in the Buyer title in the Property being transferred
herein and to effectuate the transactions provided herein. The
property, including the improvement thereon, if any, is sold free and
clear of encumbrance. Title to the fee simple Property is to be good
and merchantable, free and clear of any title defect, and insurable
without exceptions that are objectionable to the Buyer by a title
company at the regular basic rates of the title company for the basic
coverages under an owner's policy. In the event that the title company,
at the request and expense of the Buyer, shall report to the Seller and
the Buyer prior to closing that title to the Property is not good and
merchantable, free of title defect, and insurable as provided aforesaid,
then the Buyer shall have the option, prior to Closing, to terminate
this Contract, in which event this Contract shall terminate without
either party having further liability to the other.
B. POSSESSION:
1. Possession of the Property is to be held at the risk of the
Seller until either legal title has passed to the Buyer or
possession has been given to and accepted by the Buyer. If,
prior to the time legal title has passed or possession has
been given to the Buyer, all or a substantial part of the
Property is destroyed or damaged without the fault of the
Buyer, then this Contract, at the option of the Buyer, shall
be null and void and of no further effect, and all monies
paid hereunder shall be returned promptly by the Seller to
the Buyer.
2. At Closing, the Seller shall deliver to the Buyer possession
of the Property in substantially the same condition as existed
on the date of the execution of this Contract by the Seller
and in accordance with the terms and provisions of this
Contract; and
C. PROPERTY INSURANCE AND RISK OF LOSS: The herein described Property is
to be held at the risk of the Seller until either legal title has
passed to the Buyer or possession has been given to and accepted
by the Buyer. If, prior to the time legal title has passed or
possession has been given to the Buyer, all or a substantial part
of the Property is destroyed or damaged without the fault of the
Buyer, then this Contract, at the option of the Buyer, shall be null
and void and of no further effect, and all monies paid hereunder shall
be returned promptly by the Seller to the Buyer. Immediately following
execution of this Contract by the Seller, the Seller shall have any
and all of the insurance policies on the Property, and any future such
policies, so endorsed as to protect all parties hereto, as their
interests may appear, and shall continue said insurance in force during
the life of this Contract and shall provide Buyer with evidence of the
same. In the event it shall be determined by the Buyer that the
property is inadequately insured by the Seller, then the Buyer shall
have the right, at the Buyer's option, to obtain such insurance as is
reasonable under the circumstances, the costs thereof to be reimbursed
to the Buyer by way of adjustment at time of Closing.
D. LEASES: The Seller agrees to terminate all existing leases, recorded or
unrecorded, and agrees to refund all security deposits, if any. The
Buyer shall have the right to enter the Property five (5) days prior
to Closing to inspect the Property to verify that the provisions of this
Section C have been met. This requirement shall be considered a
condition precedent to Closing.
E. ENVIRONMENTAL INSPECTION: The Buyer, on behalf of itself, its respective
successors, assigns, and licensees, shall have the right to enter the
Property and perform, as determined by the Buyer in the Buyer's sole
discretion, any and all tests, studies and inspections of the Property
and any improvements thereon. The inspections may include, but are not
limited to, environmental surveys, particularly with regard to the
presence of hazardous materials and/or asbestos containing materials,
lead paint, petroleum products, radon, radium, metal, or contamination
due to any such materials or products, borings, sample collection,
magnetometer, ground penetrating radar, and percolation and water testing
as the Buyer may choose (collectively, the "Environmental Studies").
The Buyer shall, when the Environmental Studies are complete, return
the Property in substantially the same condition as it was before entering
onto the Property. The Seller, at the Seller's cost, shall be responsible
for removing any abandoned or leaking tanks and/or drums lying above or
below the ground on the Property. The Seller, at the Seller's cost, shall
be responsible for any environmental remediation of the Property if
required by the laws and regulations of the federal government, the State
of Maryland or the Buyer. The Seller agrees to provide the Buyer with
any environmental reports previously produced regarding the Property.
The Buyer shall have until 20 days prior to Closing to complete such
Environmental Studies. If such Environmental Studies reveal any
condition on the Property that is unsatisfactory to the Buyer in its
sole and absolute determination, the Buyer shall give written notice of
such unsatisfactory condition to the Seller at least fifteen (15) days
prior to Closing. The Seller shall have five (5) days after receiving
such notice to agree in writing to remedy such condition, in which event,
the parties shall enter into an amendment to this Contract to define the
remedial work required and the timeframe for completion thereof. Failure
of Seller to agree shall allow the Buyer the option to terminate and
declare the Contract null and void and of no further effect without either
the Buyer or the Seller having further liability to the other, or the
Buyer may accept the Property in its "AS IS" condition and proceed with
the Closing.
F. ADDITIONAL CONDITIONS PRECEDENT: The Seller and the Buyer acknowledge and
agree that the Seller does not currently hold title to that portion of
the Property as described in Exhibit D. Therefore: 1) The Seller agrees
that as a condition precedent to Closing, an approved Final Development
Plat in substantially the same form as "Exhibit G" attached hereto and
made a part hereof, shall be recorded among the land records of Baltimore
County at least thirty (30) days prior to Closing. The Seller acknow-
ledges that PEERCE'S PLANTATION GL LLC, or the current owner of Parcel
327, must sign the aforementioned plat as a condition of recordation.
The Seller further acknowledges that the GIRLS LIFE PLANTATION MANSION,
LLC, or the current owner of Parcel 403, must sign the aforementioned plat
as a condition of recordation. If the aforementioned plat as described
above is not recorded among the land records of Baltimore County as least
thirty (30) days prior to Closing, then the Buyer, at its option, may
declare this Contract null and void or waive this condition precedent and
proceed to Closing; and 2) The Seller represents to the Buyer that it is
the present intention of the Seller to transfer a portion of Parcel 300 as
described in Exhibit D to GIRLS LIFE PLANTATION MANSION, LLC, prior to
"Closing" as provided above. If a deed transferring a portion of Parcel
300 as described in Exhibit D from the Seller to GIRLS LIFE PLANTATION
MANSION, LLC, is not recorded among the land records of Baltimore County
at least thirty (30) days prior to Closing, then the Buyer, at its option,
may declare this Contract null and void or waive this condition precedent
and proceed to Closing.
G. SURVEY: The Buyer, on behalf of itself, its successors, assigns, and
licensees, shall have the right to enter the Property and perform a
property line survey of the Property, at the Buyer's expense. The Buyer
shall have until (20) days prior to Closing to complete such survey.
If the survey reveals any encroachment on the Property of any nature
whatsoever, the Seller, after having received notice of such
encroachments, together with a copy of the survey, shall have fifteen
(15) days to cure the encroachment by having the same removed. Should
said encroachment not be removed, the Buyer, at its option, may declare
this Contract null and void or accept condition "AS IS" and proceed to
Closing.
H. PROGRAM OPEN SPACE RESTRICTIONS: The Buyer and the Seller are aware that
Program Open Space funds are being used for the purchase of the Property.
Therefore, the Buyer and the Seller acknowledge that the fee simple deed
of conveyance for the Property may contain the following language:
"SUBJECT, HOWEVER, to the following restrictions which shall run
with the land: The above-described property may not be converted
from outdoor/indoor public recreation and/or open space use to any
other use without prior written approval of the Secretary of the
Department of Natural Resources, the Secretary of the Department
of Budget and Management and the Secretary of the Department of
Planning. Any conversion in land use may be approved only after the
local governing body, Baltimore County Department of Recreation and
Parks, replaces the land with land of at least equivalent area and
of equal recreation or open space value. The appraised monetary
value of the land proposed for acquisition shall be equal to or
greater than the appraised monetary value of the land to be
converted, under the proposed new use of the converted land."
I. FEASIBILITY STUDY: The Seller and the Buyer agree that the Contract and
the Buyer's obligation to close hereunder are fully contingent upon the
outcome of a feasibility study (the "Feasibility Study") to be concluded
by the Buyer within 80 days following the Effective Date (the "Study
Period"). If the outcome of the Feasibility Study is not acceptable to
the Buyer in the Buyer's sold and absolute discretion, the Buyer shall
have the option to notify the Seller prior to the expiration of the
Study Period of the Buyer's decision to declare the Contract null and
void and of no further effect by such notice, and the Seller and the
Buyer shall have no further liability to each other. If the Feasibility
Study results are acceptable to the Buyer in the Buyer's sold and
absolute discretion, the Buyer will so notify the Seller prior to the
expiration of the Study Period, and proceed to closing.
J. TRASH: The Buyer and the Seller agree that any accumulated trash and/or
personal property, including but not limited to automobiles, if any, will
be removed by the Seller at Seller's expense prior to Closing. The Buyer
shall have the right to inspect the Property five (5) days prior to
Closing to determine that any and all accumulated trash and/or personal
property has been removed from the Property. Any personal property,
regardless of ownership, remaining on the Property after Closing, shall
be deemed abandoned, and title, ownership, and all incidental rights
thereto shall vest in the Buyer, unless otherwise agreed upon in writing
between the Buyer and the Seller. The Seller agrees that the Buyer shall
have the option to deduct from the purchase price any estimated costs
associated with the removal of such trash and/or personal property.
K. LOCAL GOVERNMENT TORT CLAIMS ACT: In consideration for the rights of
entry set forth in this Contract, the Buyer, subject to the limitations
set forth in the Local Government Tort Claims Act, Sections 5-301
through 5-304 of the Courts and Judicial Proceedings Article of the
Annotated Code of Maryland, as amended from time to time, and further
subject to the appropriation and approval by the Baltimore County Council
and the provisions of Baltimore County Code Sections 10-5-101 through
10-5-106, as amended from time to time, shall indemnify, protect, and
hold harmless the Seller, its personal representatives, successors,
heirs and assigns (as applicable) from and against any and all costs,
liability, suits, expenses, claims, demands, and/or actions, which result
from the right of entry set forth herein, with respect to any and all
loss of life, property, injury, or damages to persons or property
(including the Seller's Officers, agents, contractors, employees and
licensees, as applicable), but only if caused by the gross negligence
or willful misconduct of the Buyer, its successors, assigns, agents,
employees, contractors or licensees.
L. IMPROVEMENT: The Property being acquired hereunder is improved by an
outbuilding, and has a street address of 00000 Xxxxxxx Xxxxxx Xxxx.
M. ADJUSTMENTS AS OF CLOSING: The Seller and the Buyer acknowledge that
this transaction is exempt from the payment of any local, state or
agricultural transfer tax. Rent and water rent shall be adjusted and
apportioned as of the date of Closing, and all taxes, general or special,
and all other public or governmental charges or assessments against the
premises which are or may be payable on an annual basis (including
Metropolitan District, Sanitary Commission, or other benefit charges,
assessments. liens or encumbrances for sewer, water drainage, or other
public improvements completed or commenced on or prior to the date hereof,
or subsequent thereto), are to be adjusted and apportioned as of the date
of Closing for the current year and are to be assumed and paid thereafter
by the Buyer, whether assessments have been levied or not as of the date
of Closing. Personal property tax, if any, shall be paid by the Seller
on the date of Closing.
N. SELLER'S REPRESENTATIONS, COVENANTS AND WARRANTIES: As material inducement
to the Buyer to enter into this Contract and to close hereunder, the
Seller hereby makes the following representations and warranties to and
with the Buyer, all of which shall, as a condition precedent to Closing,
remain true and correct as of the date of Closing:
1. The Seller has full power to execute, seal, acknowledge and
deliver this contract and to consummate each and all of the
transactions contemplated hereby, and has complied with all
requirements to the extent necessary on the Seller's part to
consummate each and all of the transactions contemplated hereby,
and this Contract is the Seller's legal and binding obligation,
enforceable against the Seller in accordance with its terms.
All persons whose signatures or consents are required as a
condition to the Seller's execution of this Contract and
consummation of the transactions contemplated hereby, has been
obtained by the Seller;
2. The execution and delivery of this Contract and the consummation
of the transactions provided for herein will not result in a
breach of any of the terms and provisions of, or constitute a
default under, any contract or agreement to which the Seller is
a party or by which it is bound, or any judgment, decree, order,
or award of any court, governmental body, or arbitrator or any
applicable law, rule, or regulation;
3. The Seller warrants that nothing material affecting this Property
is subject to litigation. There are no legal actions, suits, or
other legal or administrative proceedings, including condemnation
cases, or claims of any nature whatsoever pending or threatened
against the Seller and/or the Property, and the Seller does not
know or have reasonable grounds to know if any basis for such
action, suit or proceedings;
4. There are no service, maintenance, supply or management contracts
that have been executed by the Seller which shall be in full
force and effect after Closing that are to be assigned to Buyer.
There are no leases that have been executed by the Seller, which
shall be in full force and effect after Closing. There are no
leases that have been executed by the Seller, which shall be in
full force and effect after closing;
5. The Seller shall remain liable for any expenses incurred by the
Seller and/or its agents or employees prior to the date of
Closing and shall indemnify the Buyer against any actions brought
against the Buyer and/or the Property resulting from the Seller's
failure to pay any such expenses;
6. The Seller has no information or knowledge of any changes
contemplated in any applicable laws, ordinances, orders, rulings
or restrictions, or any judicial or administrative action, or
any action by adjacent landowners, or natural or artificial
conditions upon the Property, which would prevent, limit, impede
or render more costly the Buyer's contemplated use; and
7. The Seller warrants that it has and will have at Closing, good,
merchantable and unencumbered title to the aforedescribed
Property, subject to any encroachments acceptable to the Buyer
that may be disclosed if a survey is conducted pursuant to this
Contract.
O. LIABILITY: The Seller agrees to indemnify, hold harmless and defend the
Buyer from and against any and all losses, liability, damage, or expense
arising out of any claim, demands, penalties, fines, taxes, litigation,
or other losses resulting directly or indirectly from the assertion
against the Seller of claims by federal, State, or local governments,
any other parties to this Contract, or any business entity, person or
persons, arising before the date of Closing, and not fully described
herein, or not expressly excepted by the provisions hereof.
P. BROKER/COMMISSIONS: The Seller and the Buyer each warrant and represent
to the other that it has not used the services of any broker, agent, or
finder who would be entitled to a commission for the ratification of
this Contract or the consummation for the transactions contemplated
hereby and agree to defend, indemnify, and save the other harmless from
any commission or fee which may be payable to any broker, agent, or
finder with whom the indemnifying party has dealt in connection with
this Contract.
Q. CONSIDERATION: It is further agreed that the consideration recited herein
entails a complete payment for the fee simple title to this Property; that
it includes the title and interest of any lease, tenant or other party,
as well as the Seller, and it is the obligation of the Seller herein to
assume the responsibility of satisfying the rights to include the
leasehold interest of any said lessee on this Property; and that Baltimore
County, Maryland shall not be liable for any claims, demands or other
actions at law regarding same.
R. PERFORMANCE: Failure of the Buyer to insist, in any one or more instances,
upon strict performance of any of the terms and/or conditions of this
Contract, or to exercise any option herein contained, shall not be
construed as a waiver or relinquishment for the future of such rights
under any covenants, terms, conditions, or options, but rather the same
shall continue and remain in full force and effect, unless otherwise
expressed in writing and signed by the Buyer. Actual receipt and/or
acceptance by the Buyer of Possession of the Property with the knowledge
of a breach of any covenant, condition, contract or other right herein,
shall not be deemed a waiver of such breach.
S. DEFAULT: The Buyer and the Seller are required and agree to make full
closing in accordance with the terms of this Contract and acknowledge
that failure to do so constitutes a breach hereof. If either party
fails to make full closing or is in default due to either party's failure
to comply with the terms, covenants, and conditions of this Contract,
the non-defaulting party shall be entitled to pursue such rights and
remedies as may be available, including, without limitation, an action
for specific performance of this Contract and/or monetary damages.
T. SELLER'S COOPERATION: The Seller agrees to properly execute and deliver
all such other instruments and take all such other action as the Buyer
may reasonably require from time to time in order to vest and confirm
in the Buyer unencumbered title in the Property being transferred herein
and to effectuate the transactions provided herein.
U. AMENDMENTS: No changes, amendments, or modifications to this Contract
will be considered valid or binding, unless mutually agreed to, in
writing, and signed by all parties to this Contract.
V. NOTICES: All notices required under this Contract shall be deemed duly
received if sent by one party to the other party, registered or certified
mail, return receipt requested, postage paid, to the address of said
parties herein below set forth:
Seller: Girls Life Plantation Mansion, LLC
C/o Monarch Services, Inc., Managing Member
Xxxxxxx X. Xxxx, President
0000 Xxxxxxx Xxxx
Xxxxxxxxx, XX 00000
Telephone: 000-000-0000 xxx 000
WITH COPY TO: Xxxxxxxx Xxxxxxxxx
00 X. Xxxxxxxxxxx Xxx.
Xxxxx 000
Xxxxxx, XX 00000
000-000-0000
Buyer: Baltimore County, Maryland
Attention: Xxxxxxx X. Xxxxxx, Chief
Bureau of Land Acquisition
Xxxxxx Xxxxxx Xxxxxxxx, Xxxx 000
000 Xxxx Xxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Telephone: 000-000-0000
Fax: 000-000-0000
W. EXECUTION/ELECTRONIC DELIVER: The parties hereto agree that this Contract
shall be deemed validly executed and delivered by a party if a party
executes this Contract and delivers a copy of the executed Contract to
the other party by facsimile, telefax or telecopier transmittal. A
facsimile transmittal of a signed acceptance, addendum, amendment or
notice relating to this Contract received by facsimile transmission shall
be deemed the equivalent of the original. This Contract may be executed
in counterparts, each of which when considered together shall constitute
the original Contract.
X. MODIFICATIONS: All statements, modifications, revisions, and changes to
this Contract shall be in writing and shall be signed by the parties
hereto.
Y. NON-ASSIGNABILITY/SURVIVAL: Both parties mutually agree that the
terms hereof shall be binding upon them and their agents, personal
representatives, successors, and authorized assigns; it being expressly
understood and agreed, however, that neither party may assign nor
transfer this Contract, or the rights, duties and/or obligations
hereunder, without the written consent of the other party. The parties
further agree that the terms, conditions, and provisions of this
Contract shall survive the execution and delivery of the deed, and
will not be merged therein.
Z. INTERNAL REVENUE SERVICE FILING: The Buyer and the Seller each agree to
cooperate with the person responsible for Closing by providing all
necessary information so that a report can be filed with the Internal
Revenue Service, as required by Section 6045 of the IRS Code.
AA. FOREIGN INVESTMENT TAXES-FIRPTA: Section 1445 of the United States
Internal Revenue Code of 1986 provides that a buyer of residential or
commercial real property located in the United States must withhold
federal income taxes from the payment of the purchase price if (a)
the purchase price exceeds Three Hundred Thousand Dollars ($300,000.00)
and (b) the seller is a foreign person. Unless otherwise stated in the
addendum attached hereto, if the purchase price is in excess of Three
Hundred Thousand Dollars ($300,000.00), the Seller, by its execution
of this Contract and signature below, represents that it is not a non-
resident alien or a foreign corporation, foreign partnership, foreign
trust or foreign estate (as those terms are defined by the Internal
Revenue Code and applicable regulations).
BB. MARYLAND NON-RESIDENT SELLERS: If the Property is not the Seller's
principal residence and the Seller is a non-resident individual of the
State of Maryland or is a non-resident entity which is not formed under
the laws of the State of Maryland or qualified to do business in the
State of Maryland, a withholding tax from the proceeds of sale may be
withheld at the time of Closing except as otherwise provided by
Maryland law. In accordance with Section 10-912 of the Tax-General
Article of the Annotated Code of Maryland, the Seller agrees to sign
a Certificate of Exemption from Withholding Upon Disposition of
Maryland Real Estate Affidavit.
CC. INTERPRETATION: Any interpretation of this Contract, or construction
thereof, or any litigation resulting from any provisions contained
herein, shall be pursuant to the laws of the State of Maryland and of
no other state.
DD. GENDER: Whenever used, the singular number shall include the plural,
the plural the singular, and the use of any gender shall be applicable
to all genders.
EE. TIME IS OF THE ESSENCE: Time is of the essence of this Contract. The
failure of the Seller or the Buyer to perform any act as provided in
this Contract by a prescribed date or within a prescribed time period
shall be a default under this contract and the non-defaulting party,
upon written notice to the defaulting party, may declare this Contract
null and void and of no further legal force and effect.
THIS CONTRACT CONTAINS THE FINAL AND ENTIRE AGREEMENT BETWEEN THE
PARTIES HERETO, AND NEITHER THEY NOR THEIR AGENTS SHALL BE BOUND BY ANY
TERMS, CONDITIONS, OR REPRESENTATIONS, NOT HEREIN WRITTEN.
ATTEST: SELLER:
GIRLS LIFE PLANTATION MANSION,
LLC
----------------- By: Xxxxxxx X. Xxxx (SEAL)
--------------------------
Monarch Services, Inc., Managing Member
By: Xxxxxxx X. Xxxx, President
Address: 0000 Xxxxxxx Xx
Xxxxxxxxx, XX 00000
Phone: 000-000-0000 Ext 113
EIN: 00-0000000
ACKNOWLEDGMENT
--------------
STATE OF MARYLAND, COUNTY OF BALTIMORE, to wit:
I HEREBY CERTIFY, that on this 7day of February, in the year 2009 before
me, the subscriber, a Notary Public of the State of Maryland, in and for the
jurisdiction aforesaid, personally appeared XXXXXXX X. XXXX, who acknowledged
himself to be the President of Monarch Services, Inc. the Managing Member of
GIRLS LIFE PLANTATION MANSION, LLC, a Maryland limited liability company, and
on behalf of said limited liability company did acknowledge that Monarch
Services, Inc, as such Managing Member being authorized so to do, executed
the foregoing instrument for the purposes therein contained, by signing the
name of the limited liability company by himself as President of Monarch
Services, Inc. the Managing Member, AND IN MY PRESENCE SIGNED AND SEALED THE
SAME.
AS WITNESS my hand and Notarial Seal.
-------------------
Notary Public
My Commission expires: 6/15/2009
(SIGNATURES CONTINE ON FOLLOWING PAGE)
WITNESS: BUYER: BALTIMORE COUNTY
MARYLAND
----------------- BY:
-----------------------------
Xxxx Xxxxx
County Administrative Officer
Read and Approved: Read and Approved:
------------------------------ ---------------------------------------
Xxxxxx X. Xxxxxxx, Director Xxxxx X. Xxxxxxxx, Director
Dept. of Recreation and Parks Dept. of Env. Prot. and Res. Management
Title to the subject property
will be verified at Closing.
-----------------------------
Bureau of Land Acquisition
OFFICE OF BUDGET AND FINANCE
Funds Available and Encumbered
------------------------------ Date:
Xxxxx Xxxxxx, Director ------------------
Office of Budget and Finance
APPROVED FOR LEGAL FORM AND SUFFICIENCY*
(Subject to Execution by the Duly Authorized
Administrative Official and/or Chairman of
the County Council, as indicated)
-----------------------------
OFFICE OF THE COUNTY ATTORNEY
(*Approval of Legal Form and Sufficiency
Does Not Convey Approval or Disapproval
of the Substantive Nature of This
Transaction. Approval is Based Upon
Typeset Document-All Modifications
Require Re-Approval.)
APPROVED:
Baltimore County Council
-------------------------- Date:
----------------------
12/11/08 DFM:SLV
Index: 12/09/08
Acct. No.: 10-0000000000 &
10-1600010170
"Exhibit A - Parcel 300"
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Exhibit A
All that lot or parcel of ground situate and lying in the Tenth Election
District of Baltimore County, State of Maryland, lying on the Northeast side
of Xxxxxxx Valley Road, and containing 14.738 acres, more or less, as more
particularly described in a Deed dated 07/24/1987 from Duff MacC. Lake unto
Peerce M. Lake, life tenant, and Remainder to Duff M. Lake, Xxxxxx
X. Lake and Xxxxxx X. Lake, Custodian for Peerce M. Lake, Jr., as follows:
BEGINNING FOR THE SAME at a point on the north Right-of-Way Line of the 40
foot Right-of-Way (Xxxxxxx Valley Road) as shown on the Plat "Xxxxxx Xxxxxxxx
to Mayor & City Council of Baltimore" and recorded among the Land Records of
Baltimore County in Plat Book 6, Folio 94, at a distance of 64 feet from the
end of the 1st or North 51 degrees 52 minutes West 200 foot line of the land
which by Deed dated August 7, 1950 and recorded among the Land Records of
Baltimore County in Liber FLB No. 1924, folio523, was conveyed by Xxxxxxx X.
Xxxxxx, et al to Duff MacC. Lake; thence leaving the aforesaid 40 foot Right-
of-Way (Xxxxxxx Valley Road) and running for a line of division North 27
degrees 52 minutes 11 seconds East 1743.41 feet; running thence for lines of
division parallel to and 60 feet southwesterly, measured at right angles,
from part of the 3rd and part of the 2nd parcel of land which by Deed dated
December 30, 1946 and recorded among the aforesaid Land Records in Liber
JWB No. 1531, folio 78, was conveyed by Xxxxxx Xxxxx Xxxxx and wife to
Cloverland Farms Dairy, Inc., the two following courses and distances:
1)South 29 degrees 30 minutes 18 seconds East 649.34 feet; and 2)South
39 degrees 19 minutes 18 seconds East 126.26 feet to intersect the
northwest Right-of-Way of Xxxxxxx Valley - Sweet Air Turnpike (Xxxxxxx
Valley Road) as conveyed by Deed dated June 28, 1916, by Xxxx Xxxxxxx, et
al to County Commissioners of Baltimore County; running thence and binding
on the northwest Right-of-Way line of Xxxxxxx Valley Road the three following
courses and distances 1)South 57 degrees 38 minutes 32 seconds West 141.59
feet; 2)South 42 degrees 42 minutes 32 seconds West 228.49 feet; and 3)South
29 degrees 39 minutes 30 seconds West 1100.58 feet to intersect the north
outline of the land of the Mayor & City Council of Baltimore City as shown
on the Plat "Xxxxxx Xxxxxxxx to Mayor & City Council of Baltimore City" at
a distance of 50.70 feet from Monument 313 heretofore planted; running thence
on the outline of the Mayor & City Council of Baltimore City, as now surveyed,
North 50 degrees 53 minutes West 245.89 feet to a point on the north Right-
of-Way line of Xxxxxxx Valley Road as shown on the aforesaid Plat, and to the
beginning of the aforesaid Deed, Xxxxxxx X. Xxxxxx, et al to Duff MacC. Lake;
thence leaving the northwest Right-of-Way line of Xxxxxxx Valley Road and
binding reversely on the 4th, 3rd and 2nd lines in said Deed, Xxxxxxx X. Xxxxxx,
et al to Duff MacC. Lake, the three following courses and distances; 1) North
39 degrees 07 minutes East 435.60 feet; 2)North 50 degrees 53 minutes West
200.00 feet; and 3)South 39 degrees 07 minutes West 435.60 feet to intersect
the north Right-of-Way line of Xxxxxxx Valley Road as shown on the aforesaid
plat; running thence and binding on the northwest Right-of-Way line of
Xxxxxxx Valley Road, as now surveyed, North 50 degrees 53 minute West 64.00
feet to the place of beginning. Containing 18.00 acres of land, more or less,
in accordance with survey of X. X. Xxxxxx & Associates dated May 22, 1973.
SAVING AND EXCEPTING, therefrom, however, such portions thereof as were
conveyed to Peerce M. Lake by Deed dated September 9, 1977 and recorded among
the Land Records of Baltimore County in Liber EHKJR No. 5860, folio 802 from
Duff MacC. Lake.
SAVING AND EXCEPTING, therefrom, however, such portions thereof as were
conveyed to Baltimore Gas and Electric Company by Deed dated November 15,
1976 and recorded among the Land Records of Baltimore County in Liber EHKJR
No. 5698, folio 141 from Duff MacC. Lake, et al.
"Exhibit B - Parcel 403"
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Exhibit B
All that lot or parcel of ground situate and lying in the Tenth Election
District of Baltimore County, State of Maryland, lying on the North side
of Xxxxxxx Valley Road, and containing 2 acres, more or less, as more
particularly described in a Deed dated 04/29/1975 from E. Xxxxx Xxxx unto
Peerce M. Lake, as follows: BEGINNING FOR THE FIRST on the northernmost
side of Xxxxxxx Valley Road, 40 feet wide, as the same is laid out on the
Plat of said Road, said Plat being recorded among the Land Records of
Baltimore County in Plat Book No. 6, folio 94; said place being at a point
in the south 51 degrees 52 minutes East 1146.0 feet line of the land which
by Deed dated September 1, 1916 and recorded among the Land Records
aforesaid in Liber WPC No. 479, 34, etc. was conveyed by Xxxxxx X. Xxxxxxxx,
et al to the Mayor & City Council of Baltimore City, said place of beginning
being at the distance of 296.6 feet North 51 degrees 52 minutes West from a
stone heretofore planted on the southeasternmost side of Xxxxxxx Valley
Road; and running thence from the aforesaid place of beginning and bounding
on the northernmost side of Xxxxxxx Valley Road, aforesaid, North 51 degrees
52 minutes West 200.0 feet to an iron pipe; thence running for lines of
division now made the three following courses and distances, viz: North 38
degrees 08 minutes East 435.6 feet to an iron pipe, South 51 degrees 52
minutes East 200.0 feet to an iron pipe and South 38 degrees 08 minutes
West 435.6 feet t the place of beginning. Containing two (2) acres of land,
more or less. The improvements thereon being known as No. 00000 Xxxxxxx
Xxxxxx Xxxx, Xxxxxxx, XX 00000.
"Exhibit C - Parcel 327"
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Exhibit C
All that lot or parcel of ground situate and lying in the Tenth Election
District of Baltimore County, State of Maryland, lying on the Northeast side
of Xxxxxxx Valley Road, and containing 2.10 acres, more or less, as more
particularly described in a Deed dated 08/24/1978 from Peerce M. Lake Peerce's
Plantation, Inc. as follows: BEGINNING FOR THE THIRD on the northernmost side
of Xxxxxxx Valley Road, 40 feet wide, as the same is laid out on the Plat of
said Road, said Plat being recorded among the Land Records of Baltimore County
in Plat Book No. 6, folio 94, at a point distant 50.70 feet from Monument 313
heretofore planted, said point being at the end of the sixth or South 29
degrees 39 minutes 30 seconds West 1100.58 foot line of the Deed dated May 30,
1973 and recorded among the Land Records aforesaid in Liber EHKJR No. 5367,
folio 688 from X. Xxxxxx Lake, et al to Duff MacC. Lake; and running thence
from the aforesaid place of beginning and bounding on the northernmost side
of Xxxxxxx Valley Road and with the seventh line of the aforesaid Deed North
50 degrees 53 minutes West 245.89 feet to the end thereof; thence leaving
Xxxxxxx Valley Road and running with the eighth line of the aforesaid Deed
North 39 degrees 07 minutes East 435.60 feet to the end thereof and to the
end of the third or South 51 degrees 52 minutes East 200 feet line of the
Deed dated April 29, 1975 and recorded among the Land Records aforesaid in
Liber EHKJR No. 5524, folio 761 from E. Xxxxx Xxxx to Xxxxxx M. Lake, thence
running for a new line of division now made, along a prolongation of the
aforesaid third line in the Deed from E. Xxxxx Xxxx to Peerce M. Lake, South
51 degrees 52 minutes East 170 feet, more or less, to intersect the northwest
Right-of-Way of Xxxxxxx Valley - Sweet Air Turnpike (Xxxxxxx Valley Road) as
conveyed by Deed dated June 28, 1916, from Xxxx Xxxxxxx, et al to County
Commissioners of Baltimore County, at a point in the aforesaid sixth line of
the Deed from X. Xxxxxx Lake, et al to Duff MacC. Lake; and running thence
binding on the aforesaid northwest Right-of-Way line and with the aforesaid
sixth line South 29 degrees 39 minutes 30 seconds West 445 feet, more or less,
to the place of beginning.
"Exhibit D - Parcel 403 Addition"
---------------------------------
Exhibit X
XXXXXXXX, XXXXXX & ASSOCIATES, INC.
CIVIL ENGINEERS AND LAND SURVEYORS
000 XXXXXX XXXXXX, XXXXX X-0
XXXXXX, XXXXXXXX 00000
TEL (000) 000-0000 / FAX (000) 000-0000
OUTLINE DESCRIPTION OF A PORTION OF A PARCEL KNOWN AS PARCEL 300, TAX MAP 00,
0xx XXXXXXXXXXXX XXXXXXXX, 10th ELECTION DISTRICT, BALTIMORE COUNTY, MARYLAND
BEGINNING for the same at an iron bar and cap now set on the northernmost right
of way line of Xxxxxxx Valley Road 40 feet wide as shown on the Plat entitled
"Xxxxxx Xxxxxxxx to Mayor and City Council of Baltimore recorded among the Land
Records of Baltimore County in Plat Book 6, Folio 94 said point being distant
North 59 degrees 11 minutes 02 seconds west 496.59 feet from monument No. 313
heretofore planted and running thence as now surveyed and with bearings
referred to the Maryland Coordinate System for four lines of division viz;
(1)North 26 degrees 57 minutes 40 seconds East 502.27 feet to an iron bar and
cap, thence (2)North 76 degrees 51 minutes 15 seconds East 165.00 feet to an
iron bar and cap, thence (3)South 68 degrees 38 minutes 31 seconds East 101.38
feet to an iron bar and cap, and thence (4)South 30 degrees 48 minutes 58
seconds West 196.73 feet to an iron bar and cap, and to intersect the third
line of that same land which by Deed dated July 27, 2001 and recorded among the
Land Records of Baltimore County in Liber No. 15424, Folio 134 was conveyed
unto GIRL'S LIFE PLANTATION MANSION, LLC, a Maryland Corporation, and running
thence and binding reversely in part on the third line thereof, (5)North 59
degrees 11 minutes 02 seconds West 185.00 feet to an iron bar and cap and to
the end of the second line of said last mentioned conveyance and thence
binding reversely thereon, (6)South 30 degrees 48 minutes 58 seconds West
435.00 feet to the place of beginning.
CONTAINING 0.911 acres of land more or less
BEING part of that same land which by Deed dated July 26, 2001 and recorded
among the Land Records of Baltimore County in Liber No. 15424, Folio 143 was
conveyed unto Peerce M. Lake, Jr.
December 18, 2008
Xxxxx X. Xxxxx, Xx., Professional Land Surveyor No. 5481
"Exhibit E - Parcel 327 Addition"
---------------------------------
Exhibit E
XXXXXXXX, XXXXXX & ASSOCIATES, INC.
CIVIL ENGINEERS AND LAND SURVEYORS
000 XXXXXX XXXXXX, XXXXX X-0
XXXXXX, XXXXXXXX 00000
TEL (000) 000-0000 / FAX (000) 000-0000
OUTLINE DESCRIPTION FOR ALTERNATE SEPTIC RESERVE AREA "PLAT FOR MINOR
COMMERCIAL DEVELOPMENT PEERCE'S PLANTATION," 3RD COUNCILMANIC DISTRICT,
10TH ELECTION DISTRICT BALTIMORE COUNTY, MARYLAND
BEGINNING for the same at a point distant North 59 degrees 11 minutes 02
seconds West 296.59 feet and, North 30 degrees 48 minutes 58 seconds East
435.60 feet from monument No. 313 located on the northernmost right of way
line of Xxxxxxx Valley Road 40 feet wide as shown on the Plat entitled
"Xxxxxx Xxxxxxxx to Mayor and City Council of Baltimore" and recorded among
the Land Records of Baltimore County Plat Book 6, Folio 94 and running
thence as now surveyed and with bearings referred to the Maryland Coordinate
System for the outline of the ALTERNATE SEPTIC RESERVE AREA the five following
courses and distances viz, (1)North 59 degrees 10 minutes 53 seconds West
15.00 feet to a point, thence (2)North 30 degrees 48 minutes 58 seconds East
196.73 feet to a point, thence (3)South 68 degrees 38 minutes 34 seconds East
153.43 feet to a point on the northwesternmost side of Xxxxxxx Valley Road as
conveyed by a Deed dated June 28, 1916 and recorded among the Land Records of
Baltimore County in Liber No. 463, Folio 328 from Xxxx X. Xxxxxxx, et al unto
the County Commissioners of Baltimore County and thence binding thereon (4)
South 21 degrees 21 minutes 28 seconds West 225.00 feet to a point, thence
leaving said Road (5)North 59 degrees 10 minutes 53 seconds West 173.32 feet
to the place of beginning.
CONTAINING 0.822 acres of land more or less
December 10, 2008
Xxxxx X. Xxxxx, Xx., Professional Land Surveyor No. 5481
"Exhibit F - the Property"
Exhibit F
XXXXXXXX, XXXXXX & ASSOCIATES, INC.
CIVIL ENGINEERS AND LAND SURVEYORS
000 XXXXXX XXXXXX, XXXXX X-0
XXXXXX, XXXXXXXX 00000
TEL (000) 000-0000 / FAX (000) 000-0000
OUTLINE DESCRIPTION OF TRACT "A" AS SHOWN ON THE FINAL SUBDIVISION PLAT OF
"PLANTATION RESTAURANT LLC", TAX MAP 53 PARCEL 327, "PLANTATION MANSION LLC",
TAX MAP 00 XXXXXX 000, XXXXXXXXXX XXXXXX LLC", TAX MAP 00 XXXXXX 000, 0XX
XXXXXXXXXXXX XXXXXXXX, 10TH ELECTION DISTRICT BALTIMORE COUNTY, MARYLAND
BEGINNING for the same at an iron bar and cap now set on the northernmost right
of way line of Xxxxxxx Valley Road 40 feet wide as show on the Plat entitled
"Xxxxxx Xxxxxxxx to Mayor and City Council of Baltimore" recorded among the
Land Records of Baltimore County in Plat Book 6, Folio 94 said point being
distant north 59 degrees 11 minutes 02 seconds west 496.59 feet from monument
No. 313 heretofore planted and running thence as now surveyed and with bearings
referred to the Maryland Coordinate System and binding on the above mentioned
side of Xxxxxxx Valley Road, 1.)North 59 degrees 11 minutes 02 seconds West
64.00 feet to an iron bar and cap heretofore set said point being the southern-
most corner of "Parcel One" as shown on a Plant entitled "Parcel One and Parcel
Two Lands of Baltimore County, Maryland" recorded among the Land Records of
Baltimore County in Plat Book No. 70, Folio 151 and running thence and binding
on said "Parcel One" and leaving Xxxxxxx Valley Road, 2.)North 19 degrees 34
minutes 49 seconds East 1663.64 feet to an iron bar and cap heretofore set and
to the land conveyed by Duff MacC. Lake to Bankers Trust Company and Baltimore
Gas and Electric Company by Deed dated November 15, 1976 and recorded among the
Land Records of Baltimore County in Liber No. 5698, Folio 141 and thence
binding on said land the two following courses and distances viz, 3.)South
37 degrees 48 minutes 20 seconds East 611.83 feet to an iron bar and cap now
set and, 4.)South 47 degrees 37 minutes 20 seconds East 123.83 feet to an iron
bar and cap now set and to intersect the northwesternmost side of Xxxxxxx
Valley Road as conveyed by Deed dated June 28, 1916 and recorded among the Land
Records of Baltimore County in Liber No. 463, Folio 328 from Xxxx X. Xxxxxxx
et al unto the County Commissioners of Baltimore County and thence binding on
said side of Xxxxxxx Valley Road the three following courses and distances viz,
5.)South 49 degrees 20 minutes 30 seconds West 74.09 feet, 6.)South 34 degrees
24 minutes 30 seconds West 228.49 feet and, 7.)South 21 degrees 21 minutes 28
seconds West 433.98 feet to an iron bar and cap now set thence leaving said
Road, 8.)North 68 degrees 38 minutes 31 seconds West 254.81 feet to an iron
bar and cap now set, 9.)South 76 degrees 51 minutes 15 seconds West 165.00
feet to an iron bar and cap now set, 10.)South 26 degrees 57 minutes 40
seconds West 502.27 feet to the place of beginning.
CONTAINING 13.00 acres of land more or less.
December 3, 2008
Xxxxx X. Xxxxx, Professional Land Surveyor No. 5481
