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HomeMy WebLinkAboutBill No. 14-011 - Enrolled | ExecutedAS INTRODUCED BILL NO. 14-11 AS INTRODUCED BILL NO. 14-11 1 G:\LEGISLATIVE PROCESS\BILLS AND AMENDMENTS\2014\14-11\Bill 14-11 Agricultural Preservation - Miller (As Introduced).doc COUNTY COUNCIL 1 OF 2 HARFORD COUNTY, MARYLAND 3 BILL NO. 14-11 4 5 Introduced by Council President Boniface at the request of the County Executive 6 and Council Member Shrodes 7 8 Legislative Session Day No. 14-10 Date: April 1, 2014 9 10 A BILL approving and providing for a multi-year Installment Purchase Agreement by 11 Harford County, Maryland (the “County”) to acquire development rights in up to 130 12 acres of agricultural land located at 4437 Prospect Road, Whiteford, Maryland 21160, 13 containing ten development rights, from GEORGE A. MILLER and RITA M. 14 MILLER, or any other owner thereof for a maximum purchase price of the lesser of 15 $573,000.00 based upon not less than 10 development rights, or in the event the 16 number of development rights is in excess of 10, the maximum purchase price 17 shall be increased at the rate of $51,000.00 for each development right in excess 18 of 10, or $5,138.68 per acre or portion thereof but equal to the lesser of the maximum 19 easement per acre value or the maximum development right value but not in excess of 20 the maximum per acre cap as determined pursuant to Bill No. 07-05 enacted by the 21 County Council of Harford County, Maryland on April 10, 2007, approved by the 22 County Executive of the County on April 11, 2007 and effective on June 10, 2007, as 23 amended by Bill No. 11-07, enacted by the County Council of Harford County, 24 Maryland on April 5, 2011, approved by the County Executive on April 12, 2011, and 25 effective on June 13, 2011 (the “Agricultural Land Preservation Act”); providing that 26 the County's obligation to pay such purchase price and interest thereon shall be a full 27 faith and credit general obligation of the County; providing for the levying of taxes for 28 such payments; authorizing the County Executive to make modifications in such 29 Agreement under certain circumstances; providing for and determining various 30 matters in connection therewith. 31 32 By the Council, April 1, 2014 33 Introduced, read first time, ordered posted and public hearing scheduled 34 on: May 6, 2014 35 at: 6:30 p.m. 36 By Order: _______M , Council Administrator 37 PUBLIC HEARING 38 39 Having been posted and notice of time and place of hearing and title of Bill having 40 been published according to the Charter, a public hearing was held on 41 , and concluded on . 42 43 , Council Administrator 44 45 EXPLANATION: CAPITALS INDICATE MATTER ADDED TO EXISTING LAW. [BRACKETS] indicate matter deleted from existing law. Underlining 46 indicates language added to Bill by amendment. Language lined through indicates matter stricken out of Bill by amendment. 47 48 AS INTRODUCED BILL NO. 14-11 AS INTRODUCED BILL NO. 14-11 2 G:\LEGISLATIVE PROCESS\BILLS AND AMENDMENTS\2014\14-11\Bill 14-11 Agricultural Preservation - Miller (As Introduced).doc RECITALS 1 2 In accordance with the provisions of Section 524 of the Charter of Harford County (the 3 "Charter"), the Annual Budget and Appropriation Ordinance of Harford County, Maryland (the 4 "County") for fiscal year 2014, Bill No. 13-19, As Amended (the "Budget Ordinance") includes a 5 project permitting the County to enter into installment purchase agreements to acquire development 6 rights in agricultural lands located within the County, which Budget Ordinance was adopted by the 7 County Council of Harford County, Maryland (the "County Council"), in accordance with the 8 Charter. 9 Section 520 of the Charter provides that "any contract, lease or other obligation in excess of 10 three thousand dollars ($3,000) requiring the payment of funds from the appropriations of a later 11 fiscal year shall be authorized by legislative act”, and Section 524 of the Charter provides that the 12 County may incur debt and pursuant to the Agricultural Land Preservation Act, the County has been 13 authorized and empowered to enter into installment purchase agreements to purchase easements for 14 agricultural land preservation purposes. 15 The Agricultural Land Preservation Act provides that after review by the Harford County 16 Agricultural Advisory Board in accordance with the County's Easement Priority Ranking System 17 and approval by the Harford County Board of Estimates, the County Council, may approve and 18 provide for the acquisition of the development rights in each particular parcel of agricultural land, as 19 defined in the Authorizing Act. 20 Attached to this Bill as Exhibit A is an application to sell a development rights easement 21 signed by the landowner where agricultural land is the subject of this Bill. 22 Attached to this Bill as Exhibit B are records of The Harford County Agricultural Advisory 23 Board evaluating all applications to offer development right easements to the County, with each 24 application ranked pursuant to the County's easement priority ranking system. 25 AS INTRODUCED BILL NO. 14-11 AS INTRODUCED BILL NO. 14-11 3 G:\LEGISLATIVE PROCESS\BILLS AND AMENDMENTS\2014\14-11\Bill 14-11 Agricultural Preservation - Miller (As Introduced).doc The County has now determined to enter into an Installment Purchase Agreement with 1 GEORGE A. MILLER and RITA M. MILLER, or any other person who is or becomes the owner of 2 all or any portion of the Land (hereinafter defined) prior to execution and delivery of such 3 Agreement, in order to acquire the development rights in not more than 130 acres, more or less, of 4 agricultural land located at 4437 Prospect Road, Whiteford, Maryland 21160, containing ten 5 development rights, within the County for an aggregate maximum purchase price of $573,000.00 6 based upon not less than 10 development rights, plus interest thereon, or in the event the number of 7 development rights is in excess of 10, the maximum purchase price shall be increased at the rate of 8 $51,000.00 for each development right in excess of 10, and the actual amount of the purchase price 9 to be equal to the lesser of such maximum amount or $5,138.68 times the number of acres in such 10 land, upon the terms and conditions hereinafter set forth, but equal to the lesser of the maximum 11 easement per acre value or the maximum development right value but not in excess of the maximum 12 per acre cap, the actual purchase price to be determined in accordance with the Agricultural Land 13 Preservation Act. 14 NOW, THEREFORE: 15 SECTION 1. BE IT ENACTED BY THE COUNTY COUNCIL OF HARFORD COUNTY, 16 MARYLAND, That 17 (a) Harford County, Maryland (the "County") shall enter into an Installment 18 Purchase Agreement (the "Installment Purchase Agreement") with GEORGE A. MILLER and RITA 19 M. MILLER, or any person who is or becomes the owner of all or any portion of the Land 20 (hereinafter defined) prior to the execution and delivery of the Installment Purchase Agreement (the 21 "Seller") in order to acquire the development rights in approximately 130 acres of land, more or less, 22 located at 4437 Prospect Road, Whiteford, Maryland 21160, containing not less than ten 23 development rights, within the County (the "Land"), for an aggregate purchase price not in excess of 24 AS INTRODUCED BILL NO. 14-11 AS INTRODUCED BILL NO. 14-11 4 G:\LEGISLATIVE PROCESS\BILLS AND AMENDMENTS\2014\14-11\Bill 14-11 Agricultural Preservation - Miller (As Introduced).doc $573,000.00 based upon not less than 10 development rights (the "Purchase Price"), plus interest 1 thereon as hereinafter provided or in the event the number of development rights is in excess of 10, 2 the maximum purchase price shall be increased at the rate of $51,000.00 for each development right 3 in excess of 10; provided that the actual amount of the Purchase Price shall be equal to the lesser of 4 such maximum amount or $5,138.68 multiplied by the number of acres in the Land, but equal to the 5 lesser of the maximum easement per acre value or the maximum development right value but not in 6 excess of the maximum per acre cap as determined pursuant to the Agricultural Land Preservation 7 Act. The aggregate Purchase Price shall be set forth in an Agreement of Sale between the County 8 and the Seller, and the deferred portion of the Purchase Price not paid at closing, shall be set forth in 9 the Installment Purchase Agreement hereinabove described; 10 (b) The Installment Purchase Agreement shall be in substantially the form 11 attached hereto as Exhibit C and made a part hereof, and in such form the Installment Purchase 12 Agreement is hereby approved as to form and content. The Installment Purchase Agreement shall 13 be dated as of the date of its execution and delivery by the County and the Seller (the "Closing 14 Date"); 15 (c) A portion of the Purchase Price, in the amount determined as hereinafter 16 provided, shall be paid in cash on the Closing Date. The balance of the Purchase Price shall be paid 17 to the Seller in each year thereafter to and including a date not more than thirty (30) years after the 18 Closing Date. The dates on which each such installment is payable shall be determined by the 19 County Executive and the Treasurer and shall be inserted in the form of the Installment Purchase 20 Agreement attached hereto as Exhibit C; 21 (d) Interest on the unpaid balance of the Purchase Price shall accrue from the 22 Closing Date and shall be payable at least annually in each year, commencing on the first of such 23 dates to follow the Closing Date and continuing to and including a date not more than thirty (30) 24 AS INTRODUCED BILL NO. 14-11 AS INTRODUCED BILL NO. 14-11 5 G:\LEGISLATIVE PROCESS\BILLS AND AMENDMENTS\2014\14-11\Bill 14-11 Agricultural Preservation - Miller (As Introduced).doc years after the Closing Date at an interest rate equal to the yield on U.S. Treasury STRIPS maturing 1 on the date next preceding the final maturity date in the Installment Purchase Agreement determined 2 as of the business day preceding the Closing Date and rounded to the next highest 0.05% per annum. 3 Interest shall be calculated on the basis of a 360-day year of twelve 30-day months; 4 (e) The County's obligation to make payments of the Purchase Price under the 5 Installment Purchase Agreement and to pay interest thereon is and shall be a general obligation of 6 the County and is and shall be made upon its full faith and credit. 7 SECTION 2. BE IT FURTHER ENACTED BY THE COUNTY COUNCIL OF 8 HARFORD COUNTY, MARYLAND, 9 That it is hereby found and determined that: 10 (a) The acquisition of the development rights in the Land as set forth in Section 1 11 of this Bill and in the form of the Installment Purchase Agreement attached hereto as Exhibit C is in 12 the best interests of the County; 13 (b) The Installment Purchase Agreement is a contract providing for the payment 14 of funds at a time beyond the fiscal year in which it is made and requires the payment of funds from 15 appropriations of later fiscal years; 16 (c) Funds for the payment of the Purchase Price under the Installment Purchase 17 Agreement are included in the Budget Ordinance, As Amended; 18 (d) The County shall acquire the development rights in the Land in perpetuity; 19 (e) The Purchase Price is within the legal limitation on the indebtedness of the 20 County as set forth in Article 25A, § 5(P) of the Annotated Code of Maryland; 21 (f) The cost of acquiring the development rights in the Land is equal to the 22 Purchase Price; 23 AS INTRODUCED BILL NO. 14-11 AS INTRODUCED BILL NO. 14-11 6 G:\LEGISLATIVE PROCESS\BILLS AND AMENDMENTS\2014\14-11\Bill 14-11 Agricultural Preservation - Miller (As Introduced).doc (g) The only practical way to acquire the development rights in the Land is by 1 private negotiated agreement between the County and the Seller. 2 SECTION 3. BE IT FURTHER ENACTED BY THE COUNTY COUNCIL OF 3 HARFORD COUNTY, MARYLAND, That the Installment Purchase Agreement shall be signed by 4 the County Executive of the County (the "County Executive") by his manual signature, and the 5 Installment Purchase Agreement shall bear the corporate seal of the County, attested by the manual 6 signature of the Director of Administration of the County (the "Director of Administration"). In the 7 event that any officer whose signature shall appear on the Installment Purchase Agreement shall 8 cease to be such officer before the delivery of the Installment Purchase Agreement, such signature 9 shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained 10 in office until delivery. 11 SECTION 4. AND BE IT FURTHER ENACTED BY THE COUNTY COUNCIL OF 12 HARFORD COUNTY, MARYLAND, That the County Executive and the Treasurer are hereby 13 authorized, prior to execution and delivery of the Installment Purchase Agreement, to make such 14 changes or modifications in the form of the Installment Purchase Agreement attached hereto as 15 Exhibit C as may be required or deemed appropriate by them in order to accomplish the purpose of 16 the transactions (including, but not limited to, determining the portion of the Purchase Price to be 17 paid in cash on the Closing Date and establishment of interest and principal payment dates in each 18 year that the Installment Purchase Agreement is outstanding) authorized by this Bill; provided that 19 such changes shall be within the scope of the transactions authorized by this Bill and the execution 20 of the Installment Purchase Agreement by the County Executive shall be conclusive evidence of the 21 approval by the County Executive of all changes or modifications in the form of the Installment 22 Purchase Agreement and shall thereupon become binding upon the County in accordance with its 23 AS INTRODUCED BILL NO. 14-11 AS INTRODUCED BILL NO. 14-11 7 G:\LEGISLATIVE PROCESS\BILLS AND AMENDMENTS\2014\14-11\Bill 14-11 Agricultural Preservation - Miller (As Introduced).doc terms, as authorized by Section 524 of the Charter and the Authorizing Act (collectively, the 1 "Enabling Legislation"), and as provided for in this Bill. 2 SECTION 5. BE IT FURTHER ENACTED BY THE COUNTY COUNCIL OF 3 HARFORD COUNTY, MARYLAND, That the County Executive, the Director of Administration, 4 the Treasurer of the County and other officials of the County are hereby authorized and empowered 5 to do all such acts and things and to execute, acknowledge, seal and deliver such documents 6 (including a Tax Certificate and Compliance Agreement) and certificates as the County Executive 7 may determine to be necessary to carry out and comply with the provisions of this Bill subject to the 8 limitations set forth in the Enabling Legislation and any limitations set forth in this Bill. 9 SECTION 6. BE IT FURTHER ENACTED BY THE COUNTY COUNCIL OF 10 HARFORD COUNTY, MARYLAND, That the Treasurer of the County is hereby designated and 11 appointed as registrar and paying agent for the Installment Purchase Agreement (the "Registrar"). 12 The Registrar shall maintain, or cause to be maintained, books of the County for the registration and 13 transfer of ownership of the Installment Purchase Agreement. In addition, the County may, from 14 time to time, designate and appoint the Department of the Treasury of the County, any officer or 15 employee of the County or one or more banks, trust companies, corporations or other financial 16 institutions to act as a substitute or alternate registrar or paying agent for the Installment Purchase 17 Agreement, and any such substitute or alternate shall be deemed to be the Registrar or an alternate 18 Registrar for all purposes specified in the resolution appointing such substitute or alternate. Any 19 such appointment shall be made by the County Council by resolution and the exercise of such power 20 of appointment, no matter how often, shall not be an exhaustion thereof. 21 SECTION 7. BE IT FURTHER ENACTED BY THE COUNTY COUNCIL OF 22 HARFORD COUNTY, MARYLAND, That for the purpose of paying the installments of the 23 Purchase Price when due and payable and the interest on the unpaid portion of the Purchase Price 24 AS INTRODUCED BILL NO. 14-11 AS INTRODUCED BILL NO. 14-11 8 G:\LEGISLATIVE PROCESS\BILLS AND AMENDMENTS\2014\14-11\Bill 14-11 Agricultural Preservation - Miller (As Introduced).doc when due and payable, there is hereby levied, and there shall hereafter be levied in each fiscal year 1 that any portion of the Purchase Price payable under the Installment Purchase Agreement remains 2 outstanding, ad valorem taxes on real and tangible personal property and intangible property subject 3 to taxation by the County, without limitation of rate or amount, and, in addition, upon such other 4 intangible property as may be subject to taxation by the County within limitations prescribed by law, 5 in an amount sufficient, together with the portion of the transfer tax imposed on transfers of real 6 property in Harford County which is dedicated to agricultural land preservation and other available 7 funds, to pay any installment of the Purchase Price under the Installment Purchase Agreement 8 maturing during the succeeding year and to pay the annual interest on the outstanding balance of the 9 Purchase Price until all of the Purchase Price under the Installment Purchase Agreement and such 10 interest have been paid in full; and the full faith and credit and the unlimited taxing power of the 11 County are hereby irrevocably pledged to the punctual payment of the Purchase Price under the 12 Installment Purchase Agreement and the interest on the unpaid balance of the Purchase Price as and 13 when the same respectively become due and payable. 14 SECTION 8. BE IT FURTHER ENACTED BY THE COUNTY COUNCIL OF 15 HARFORD COUNTY, MARYLAND, That this Bill shall take effect sixty (60) calendar days after 16 it becomes law. 17 EFFECTIVE: 18 19 The Council Administrator of the Council does hereby 20 certify that fifteen (15) copies of this Bill are 21 immediately available for distribution to the public and 22 the press. 23 24 M 25 Council Administrator 26 27 AS INTRODUCED BILL NO. 14-11 AS INTRODUCED BILL NO. 14-11 9 G:\LEGISLATIVE PROCESS\BILLS AND AMENDMENTS\2014\14-11\Bill 14-11 Agricultural Preservation - Miller (As Introduced).doc EXHIBIT A 1 2 Application 3 AS INTRODUCED BILL NO. 14-11 AS INTRODUCED BILL NO. 14-11 10 G:\LEGISLATIVE PROCESS\BILLS AND AMENDMENTS\2014\14-11\Bill 14-11 Agricultural Preservation - Miller (As Introduced).doc EXHIBIT B 1 2 Records of The Harford County Agricultural Advisory 3 Board evaluating and ranking applications pursuant 4 to the County's easement priority ranking system. 5 6 Harford County Government 7 Agricultural Preservation Farm Ranking 2013 8 9 10 Rank Name Address Farm Type Score 1 George Miller Prospect Rd Whiteford,MD Grain 229.70 2 Carolyn Barrow Ady Rd Forest Hill,MD Grain 227.23 3 Grimmell Family Farms LLC Federal Hill Rd Jarrettsville, MD Grain 211.76 4 Willard Amoss Pleasantville Rd Fallston, MD Grain Livestock 211.40 5 Fay Barrow Thomas Run Rd Bel Air, MD Livestock Timber 189.71 6 David Warfield Rock Spring Road Forest Hill, MD 21050 Grain 178.75 7 Virginia Scarlett 4216 Harford Creamery Rd White Hall, MD 21161 Equine 173.68 8 Douglas Smith Rt 136/E of Prospect Whiteford, MD 21160 Pasture 168.04 9 Don Arnold 932 Holy Cross Rd Street, MD 21154 Hay 167.25 10 Albert Bierman 3440 Dorothy Ave Joppa, MD 21085 Grain 167.22 11 Greg Boegner 4420 Fox Chaser Ln White Hall, MD 21161 Pasture 166.13 AS INTRODUCED BILL NO. 14-11 AS INTRODUCED BILL NO. 14-11 11 G:\LEGISLATIVE PROCESS\BILLS AND AMENDMENTS\2014\14-11\Bill 14-11 Agricultural Preservation - Miller (As Introduced).doc 12 Jim & Janet Archer Onion Road Pylesville, MD 21132 Dairy 163.00 13 James C. West, Jr. 5101 West Road White Hall, MD 21161 Grain Forestry 161.52 14 Charles Ruzala Buttermilk Rd Pylesville, MD 21132 Timber 159.95 15 Herbert Turnbaugh Churchville Rd Aberdeen, MD 21001 Hay Beef 158.27 16 Robert & Sara Livezey 1821 Ridge Road Whiteford, MD 21160 Crops Pasture 157.57 17 Gordon Knight 844 Carsins Run Rd Aberdeen, MD 21001 Grain 157.26 18 John & Lynn Katen 1915 Cosner Road Bel Air, MD 21014 Crops Pasture 154.85 19 Paul Lyon 3436 James Run Rd Aberdeen, MD 21001 Hay 147.25 20 John E. Dixon Duncan Rd White Hall, MD 21161 Pasture 144.94 21 Robert Skillman 1804 Carsins Run Rd Aberdeen, MD 21001 Pasture Hay 143.50 22 William Smith 2025 Connolly Rd Fallston, MD 21047 Equine 143.08 23 R.A. Smith et al 1528 Robinson Mill Rd Street, MD 21154 Hay 140.39 24 Clarence & Shirley Tittle 3850 Old Federal Hill Rd Jarrettsville, MD 21084 Grain Hay 139.55 25 Michael Jeppi 4530 Flintville Rd Whiteford, MD 21160 Crops Pasture 138.41 26 Izaak Walton League 5018 Onion Road Pylesville, MD 21132 Timber 132.90 AS INTRODUCED BILL NO. 14-11 AS INTRODUCED BILL NO. 14-11 12 G:\LEGISLATIVE PROCESS\BILLS AND AMENDMENTS\2014\14-11\Bill 14-11 Agricultural Preservation - Miller (As Introduced).doc 27 Robert Markline 737 Mahan Rd Aberdeen, MD 21001 Grain Pasture 126.06 28 William Cullum E/S Earlton Rd Havre de Grace, MD 21078 Timber 114.26 29 Mike Euler 19 Harford Rd Fallston, MD 21047 Hay 113.59 30 Karl Mandi 1725 Tower Rd Aberdeen, MD 21001 Hay 92.82 31 William & Shirley Tittle 3146 Old Federal Hill Rd Forest Hill, MD 21050 Grain Hay 61.25 32 Billings Family 2039 Franklin Church Rd Darlington, MD 21034 Grain Hay 60.90 AS INTRODUCED BILL NO. 14-11 AS INTRODUCED BILL NO. 14-11 13 G:\LEGISLATIVE PROCESS\BILLS AND AMENDMENTS\2014\14-11\Bill 14-11 Agricultural Preservation - Miller (As Introduced).doc 1 EXHIBIT C 2 3 Form of Installment Purchase Agreement 4 5 INSTALLMENT PURCHASE AGREEMENT 6 (No. 2014-__) 7 8 9 THIS INSTALLMENT PURCHASE AGREEMENT is made as of the ____ day of 10 ______________, 2014 between GEORGE A. MILLER and RITA M. MILLER (the "Seller") 11 and HARFORD COUNTY, MARYLAND, a body politic and corporate of the State of Maryland 12 (the "County"). 13 14 15 RECITALS 16 17 A. Pursuant to and in accordance with Bill No. 07-05 now codified as Section 60-9 18 of the Harford County Code, as amended (the "Authorizing Act"), the County is authorized to 19 preserve agricultural land in Harford County, Maryland by purchasing the development rights (as 20 defined in the Authorizing Act) in agricultural lands located within the County. 21 22 B. The Seller is the owner in fee simple of certain agricultural real property located 23 in Harford County, Maryland and more particularly described in Exhibit A to the Deed of 24 Easement (hereinafter defined) (the "Land"). The Seller has offered to sell to the County the 25 Seller's development rights in the Land and the County has accepted such offer, all upon and 26 subject to the conditions set forth in this Agreement. 27 28 C. The County will receive the Seller's development rights in the Land for the 29 purposes set forth in the Authorizing Act. 30 31 D. Except for the limited transferability described herein and in the Deed of 32 Easement referred to herein, the transfer by the Seller of their development rights in the Land 33 shall be in perpetuity. 34 35 E. The Seller owns ___ acres of Land, which are a part of the Land on which the 36 County is authorized to acquire a Deed of Easement. 37 38 AGREEMENTS 39 40 NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and 41 agreements hereinafter set forth, and for other good and valuable consideration, the receipt and 42 sufficiency whereof are hereby acknowledged, the Seller and the County hereby agree as follows: 43 44 AS INTRODUCED BILL NO. 14-11 AS INTRODUCED BILL NO. 14-11 14 G:\LEGISLATIVE PROCESS\BILLS AND AMENDMENTS\2014\14-11\Bill 14-11 Agricultural Preservation - Miller (As Introduced).doc ARTICLE I 1 2 DEFINITIONS 3 4 SECTION 1.1. Definitions. As used in this Agreement, the following terms have the 5 following meanings, unless the context clearly indicates a different meaning: 6 7 "Agricultural Use" means the rights of the Seller to continue to use the Land in 8 perpetuity for agricultural purposes which directly contribute to the production, processing, or 9 storage of agricultural products as defined by the United States Department of Agriculture, 10 including agricultural uses permitted within the Harford County Zoning Code. 11 12 "Building Lot" means a lot of two acres or less included as part of the Land on the date 13 hereof, which is hereafter either (a) released from the encumbrance of the Deed of Easement for 14 the purpose of creating a building lot for a dwelling for such original Seller, or (b) conveyed or to 15 be conveyed by the original Seller (but not any heir, personal representative, successor or assign) 16 to one or more of such original Seller's children for the purpose of creating a building lot for a 17 dwelling for such child or children, all in accordance with the Deed of Easement. 18 19 "Business Day" or "business day" means a day on which (a) banks located in each of the 20 cities in which the principal office of the County or the Registrar is located are not required or 21 authorized by law or executive order to close for business, and (b) The New York Stock 22 Exchange is not closed. 23 24 "Closing Date" means ____________ ____, ____, the date of execution and delivery of 25 this Agreement by the parties. 26 27 "Code" means the Internal Revenue Code of 1986, as amended. Each reference to the 28 Code herein shall be deemed to include the United States Treasury Regulations in effect or 29 proposed from time to time with respect thereto. 30 31 "County" means Harford County, Maryland, a body politic and corporate and a political 32 subdivision created and existing under and by virtue of the Constitution and laws of the State, its 33 successors and assigns. 34 35 "County Council" means the County Council of Harford County, Maryland. 36 37 "County Executive" means the County Executive of Harford County, Maryland. 38 39 "Deed of Easement" means the Deed of Easement dated __________, __, _____, from 40 the Seller to the County, which shall convey the Development Rights (but not the Agricultural 41 Use) to the County in perpetuity, substantially in form attached hereto as Exhibit A. 42 43 AS INTRODUCED BILL NO. 14-11 AS INTRODUCED BILL NO. 14-11 15 G:\LEGISLATIVE PROCESS\BILLS AND AMENDMENTS\2014\14-11\Bill 14-11 Agricultural Preservation - Miller (As Introduced).doc "Development Rights" means the rights of the Seller in the Land to develop the Land for 1 any purpose except those which are related directly to or as an accessory use of the Land for 2 Agricultural Use. The term "Development Rights" shall not include the Agricultural Use. 3 4 "Enabling Legislation" means, collectively, (1) Section 524 of the Harford County 5 Charter; (2) Bill No. 07-05 enacted by County Council on April 10, 2007, approved by the 6 County Executive on April 11, 2007, effective June 10, 2007 as Section 60-9, of the Harford 7 County Code, as amended; (3) Bill No. 11-07 enacted by the County Council on April 5, 2011, 8 approved by the County Executive on April 12, 2011, and effective on June 13, 2011; and (4) 9 Bill No. 14-__ enacted by the County Council on ____________ ___, ____, approved by the 10 County Executive on _________ __, ____ and effective _____________ __, _____. 11 12 "Interest Payment Date" means ___________ in each year commencing ___________, 13 201__. 14 15 "Land" means the tract of land located in Harford County, Maryland, containing 16 approximately ___ acres, and more particularly described in Exhibit A attached to the Deed of 17 Easement and made a part thereof and by reference a part hereof; provided, however, that if (a) a 18 Building Lot is released from the encumbrance of the Deed of Easement for the purpose of 19 creating a building lot for a dwelling for the original Seller, or (b) the original Seller conveys one 20 or more Building Lots to their children in accordance with the Deed of Easement, the Building 21 Lots so released or conveyed shall not thereafter be considered to be part of the Land. 22 23 "Permitted Encumbrances" means the encumbrances listed on Exhibit B attached hereto 24 and made a part hereof and any encumbrances on or with respect to the Land or any portion 25 thereof hereafter approved by the County. 26 27 "Person" or "person" means any natural person, firm, association, corporation, company, 28 trust, partnership, public body or other entity. 29 30 "Purchase Price" means ______________ Dollars ($____), the purchase price to be paid 31 by the County to the Registered Owner in accordance with this Agreement. 32 33 "Registered Owner" means the registered owner of this Agreement as shown on the 34 registration books maintained by the Registrar. 35 36 "Registrar" means the Treasurer of the County, or any other person hereafter appointed by 37 the County to act as Registrar and paying agent for this Agreement. 38 39 "Seller" means George A. Miller and Rita M. Miller, their respective heirs, personal 40 representatives, and assigns, and any other person who becomes the owner of the Land. 41 42 "State" means the State of Maryland. 43 44 AS INTRODUCED BILL NO. 14-11 AS INTRODUCED BILL NO. 14-11 16 G:\LEGISLATIVE PROCESS\BILLS AND AMENDMENTS\2014\14-11\Bill 14-11 Agricultural Preservation - Miller (As Introduced).doc SECTION 1.2. Rules of Construction. The words "hereof", "herein", "hereunder", 1 "hereto", and other words of similar import refer to this Agreement in its entirety. 2 3 The terms "agree" and "agreements" contained herein are intended to include and mean 4 "covenant" and "covenants". 5 6 References to Articles, Sections, and other subdivisions of this Agreement are to the 7 designated Articles, Sections, and other subdivisions of this Agreement. 8 9 The headings of this Agreement are for convenience only and shall not define or limit the 10 provisions hereof. 11 12 All references made (a) in the neuter, masculine or feminine gender shall be deemed to 13 have been made in all such genders, and (b) in the singular or plural number shall be deemed to 14 have been made, respectively, in the plural or singular number as well. 15 16 ARTICLE II 17 18 SALE AND PURCHASE OF DEVELOPMENT RIGHTS 19 20 SECTION 2.1. Agreement to Sell and Purchase Development Rights. The Seller agrees 21 to sell the Development Rights to the County and the County agrees to purchase the 22 Development Rights from the Seller on the date hereof for a purchase price of $573,000.00 (the 23 “Purchase Price”). 24 25 SECTION 2.2. Delivery of Deed of Easement. In order to evidence the sale of the 26 Development Rights to the County, the Seller shall execute and deliver to the County on the 27 Closing Date the Deed of Easement. The Deed of Easement shall be recorded among the Land 28 Records of Harford County, Maryland. 29 30 ARTICLE III 31 32 PAYMENT OF PURCHASE PRICE 33 34 SECTION 3.1. Payment of Purchase Price. 35 36 (a) The County shall pay a portion of the Purchase Price in the amount of 37 ___________________ Dollars ($______) to the Seller on the Closing Date and shall pay the 38 balance of the Purchase Price to the Registered Owner in installments on _______________ and 39 on the same day of each year thereafter to and including _________________ (each an 40 "Installment Payment Date"), in the amounts set forth in Schedule I attached hereto and made a 41 part hereof. 42 43 AS INTRODUCED BILL NO. 14-11 AS INTRODUCED BILL NO. 14-11 17 G:\LEGISLATIVE PROCESS\BILLS AND AMENDMENTS\2014\14-11\Bill 14-11 Agricultural Preservation - Miller (As Introduced).doc (b) Interest on the unpaid balance of the Purchase Price shall accrue from the 1 date hereof and shall be payable to the Registered Owner on _________________ and annually 2 thereafter in each year to and including _________________ at the rate of _____ % per annum. 3 Interest shall be calculated on the basis of a 360-day year of twelve 30-day months. 4 5 (c) Both the installments of the Purchase Price and the interest on the unpaid 6 balance thereof are payable in lawful money of the United States of America, at the time of 7 payment. 8 9 (d) Payment of interest on the unpaid balance of the Purchase Price shall be 10 made by the County on each Interest Payment Date to the Registrar. Payments of the principal 11 installments of the Purchase Price shall be made on each Installment Payment Date to the 12 Registrar. The Registrar shall forward all such payments (other than the final installment of the 13 Purchase Price) to the person appearing on the books of the County maintained by the Registrar 14 as the Registered Owner, by check or draft mailed to the Registered Owner at the address of the 15 Registered Owner as it appears on such registration books or, if the Registered Owner is a trustee 16 who has issued certificates of participation in this Agreement, by wire transfer to such Registered 17 Owner to the bank account number on file with the Registrar on the tenth day before the 18 applicable Interest Payment Date or Installment Payment Date, or if such tenth day is not a 19 Business Day, the Business Day next preceding such day. The final installment of the Purchase 20 Price shall be paid by the Registrar to the Registered Owner upon presentation and surrender of 21 this Agreement at the office of the Registrar. 22 23 (e) The County's obligation to make payments of the Purchase Price hereunder 24 and to pay interest on the unpaid balance of the Purchase Price is a general obligation of the 25 County, and the full faith and credit and the taxing power of the County are irrevocably pledged 26 to the punctual payment of the Purchase Price and the interest on the unpaid balance of the 27 Purchase Price as and when the same respectively become due and payable. 28 29 SECTION 3.2. Registration and Transfer of this Agreement. 30 31 (a) Until the Purchase Price and all interest thereon have been paid in full, the 32 Registrar, on behalf of the County, shall maintain and keep at the offices of the Registrar, 33 registration books for the registration and transfer of this Agreement. The ownership of this 34 Agreement may not be transferred or assigned, except upon the written approval of the County. 35 36 (b) The original Seller is the original Registered Owner. This Agreement 37 shall be transferable only upon the written approval of the County and upon the books of the 38 County maintained for such purpose by the Registrar, at the written request of the Registered 39 Owner as then shown on such registration books or his attorney duly authorized in writing, upon 40 presentation and surrender thereof, together with a written instrument of transfer substantially in 41 the form attached hereto as Exhibit C, or as may otherwise be satisfactory to and approved by the 42 Registrar in writing, duly executed by the Registered Owner or his attorney duly authorized in 43 writing. Upon the surrender for transfer of this Agreement, the Registrar shall complete the 44 AS INTRODUCED BILL NO. 14-11 AS INTRODUCED BILL NO. 14-11 18 G:\LEGISLATIVE PROCESS\BILLS AND AMENDMENTS\2014\14-11\Bill 14-11 Agricultural Preservation - Miller (As Introduced).doc Schedule of Transferees attached hereto as Exhibit D with the name, address and tax 1 identification number of the transferee Registered Owner, the date of the transfer and the 2 outstanding principal balance of the Purchase Price as of the date of transfer; provided, however, 3 that if there is any conflict between the information set forth in Exhibit D hereto and the 4 registration books maintained by the Registrar, the information shown on such registration books 5 shall control. 6 7 The County and the Registrar may deem and treat the person in whose name this 8 Agreement is registered upon the books of the County maintained by the Registrar as the absolute 9 owner of this Agreement, whether any payments hereunder shall be overdue or not, for the 10 purpose of receiving payment of, or on account of, the Purchase Price and interest thereon and 11 for all other purposes, and all such payments so made to any such Registered Owner or upon his 12 order shall be valid and effectual to satisfy and discharge the liability upon this Agreement to the 13 extent of the sum or sums so paid, and neither the County nor the Registrar shall be affected by 14 any notice to the contrary. 15 16 For every registration of transfer of this Agreement, the County or the Registrar may 17 make a charge sufficient to reimburse themselves for any tax or other governmental charge 18 required to be paid with respect to such exchange or transfer, which sum or sums shall be paid by 19 the person requesting such transfer as a condition precedent to the exercise of the privilege of 20 registering such transfer. 21 22 SECTION 3.3. Mutilated, Lost, Stolen or Destroyed Agreement. In the event that this 23 Agreement is mutilated, lost, stolen or destroyed, the County and the Registered Owner (as then 24 shown on the registration books maintained by the Registrar) shall execute a substitute for this 25 Agreement having the same terms as that of this Agreement mutilated, lost, stolen or destroyed; 26 provided that, in the case of any mutilated Agreement, such mutilated Agreement shall first be 27 surrendered to the Registrar, and, in the case of any lost, stolen or destroyed Agreement there 28 shall be first furnished to the County and the Registrar evidence of such loss, theft or destruction 29 satisfactory to the County and the Registrar, together with indemnity satisfactory to each of them 30 in their sole discretion. The County and the Registrar may charge the Registered Owner 31 requesting such new Agreement their expenses and reasonable fees, if any, in this connection. If 32 after the delivery of such substitute Agreement, a bona fide purchaser of the original Agreement 33 (in lieu of which such substitute Agreement was issued) presents for payment such original 34 Agreement, the County and the Registrar shall be entitled to recover such substitute Agreement 35 from the person to whom it was delivered or any other person who receives delivery thereof, 36 except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity 37 provided therefor or otherwise to the extent of any loss, damage, cost or expense incurred by the 38 County and the Registrar in connection therewith. 39 40 ARTICLE IV 41 42 REPRESENTATIONS AND WARRANTIES 43 44 AS INTRODUCED BILL NO. 14-11 AS INTRODUCED BILL NO. 14-11 19 G:\LEGISLATIVE PROCESS\BILLS AND AMENDMENTS\2014\14-11\Bill 14-11 Agricultural Preservation - Miller (As Introduced).doc SECTION 4.1. Representations and Warranties of the County. The County makes the 1 following representations and warranties: 2 3 (a) The County is a body politic and corporate and a political subdivision of 4 the State. 5 6 (b) The County has the necessary power and authority to acquire the 7 Development Rights, to enter into this Agreement, to perform and observe the covenants and 8 agreements on its part contained in this Agreement and to carry out and consummate all 9 transactions contemplated hereby. By proper action, the County has duly authorized the 10 execution and delivery of this Agreement. 11 12 (c) This Agreement has been duly and properly authorized, executed, sealed 13 and delivered by the County, constitutes the valid and legally binding obligation of the County, 14 and is enforceable against the County in accordance with its terms. 15 16 (d) There are no proceedings pending or, to the knowledge of the County, 17 threatened before any court or administrative agency which may affect the authority of the 18 County to enter into this Agreement. 19 20 SECTION 4.2. Representations and Warranties of the Original Seller. The original 21 Seller makes the following representations and warranties with respect to herself, but not with 22 respect to any transferee Seller: 23 24 (a) The Seller has full power and authority to execute and deliver this 25 Agreement and the Deed of Easement, and to incur and perform the obligations provided for 26 herein and therein. No consent or approval of any person or public authority or regulatory body 27 is required as a condition to the validity or enforceability of this Agreement or the Deed of 28 Easement, or, if required, the same has been duly obtained. 29 30 (b) This Agreement and the Deed of Easement have been duly and properly 31 executed by the Seller, constitute valid and legally binding obligations of the Seller, and are fully 32 enforceable against the Seller in accordance with their respective terms. 33 34 (c) There is no litigation or proceeding pending or, so far as the Seller knows, 35 threatened before any court or administrative agency which, in the opinion of the Seller, will 36 materially adversely affect the authority of the Seller to enter into, or the validity or enforceability 37 of, this Agreement or the Deed of Easement. 38 39 (d) There is (i) no provision of any existing mortgage, indenture, contract or 40 agreement binding on the Seller or affecting the Land, and (ii) to the knowledge of the Seller, no 41 provision of law or order of court binding upon the Seller or affecting the Land, which would 42 conflict with or in any way prevent the execution, delivery, or performance of the terms of this 43 Agreement or the Deed of Easement, or which would be in default or violated as a result of such 44 AS INTRODUCED BILL NO. 14-11 AS INTRODUCED BILL NO. 14-11 20 G:\LEGISLATIVE PROCESS\BILLS AND AMENDMENTS\2014\14-11\Bill 14-11 Agricultural Preservation - Miller (As Introduced).doc execution, delivery or performance, or for which adequate consents, waivers or, if necessary, 1 subordinations, have not been obtained. 2 3 (e) There exist no liens or security interests on or with respect to the Land 4 (other than Permitted Encumbrances), or such liens or security interests will be released or 5 subordinated to the Development Rights. 6 7 (f) The Seller is not a nonresident alien of the United States of America for 8 purposes of federal income taxation. 9 10 (g) The Social Security Numbers of the Sellers are _____________ and 11 _________________, respectively. The Seller shall, upon request of the County, execute 12 Treasurer Form W-9 and deliver the same to the County for filing. 13 14 The representations in subsections (f) and (g) above are made under penalties of perjury 15 and the information contained therein may be disclosed by the County to the Internal Revenue 16 Service. The Seller acknowledges that any false statement in such subsections could be punished 17 by fine, imprisonment or both. 18 19 ARTICLE V 20 21 PROVISIONS RELATING TO EXCLUSION 22 OF INTEREST FROM INCOME FOR FEDERAL INCOME TAXATION 23 24 SECTION 5.1. Intent of County and Tax Covenant of County. The County intends that 25 the interest payable under this Agreement shall not be includible in the gross income of the 26 Registered Owner for purposes of federal income taxation pursuant to Section 148 of the Code. 27 Accordingly, the County shall not knowingly take or permit to be taken any other action or 28 actions or omit or fail to take any action, which would cause this Agreement to be an "arbitrage 29 bond" within the meaning of Section 148 of the Code, or which would otherwise cause interest 30 payable under this Agreement to become includible in the gross income of any Registered Owner 31 for purposes of federal income taxation pursuant to Section 148 of the Code. 32 33 SECTION 5.2. Acknowledgment of Seller with Regard to Tax Consequences of 34 Transaction. The Seller has received an opinion from Royston, Mueller, McLean & Reid, LLP, 35 Bond Counsel, dated the date hereof, to the effect that under existing laws, regulations, rulings 36 and decisions, interest payable under this Agreement is not includible in the gross income of the 37 Seller for federal income tax purposes, which opinion assumes continuous compliance with 38 certain covenants in the Tax Certificate and Compliance Agreement to be executed and delivered 39 by the County on the date of delivery of this Agreement and is otherwise limited in accordance 40 with its terms. The Seller acknowledges that they have made their own independent 41 investigation and have consulted with attorneys, accountants and others selected by the Seller in 42 the Seller's sole discretion with respect to all other tax considerations related to the transaction 43 contemplated hereby (including, but not limited to, installment sales treatment under Section 453 44 AS INTRODUCED BILL NO. 14-11 AS INTRODUCED BILL NO. 14-11 21 G:\LEGISLATIVE PROCESS\BILLS AND AMENDMENTS\2014\14-11\Bill 14-11 Agricultural Preservation - Miller (As Introduced).doc of the Code, charitable contribution deductions under Section 170 of the Code, and federal estate 1 tax implications); and the Seller certifies that the Seller has not looked to or relied upon the 2 County or any of its officials, agents or employees, or to Bond Counsel, with respect to any of 3 such matters. 4 5 ARTICLE VI 6 7 THE REGISTRAR 8 9 SECTION 6.1. Appointment of Registrar. The Treasurer of the County is hereby 10 designated and appointed to act as Registrar for this Agreement. 11 12 SECTION 6.2. Change of Registrar and Appointment of Successor Registrar. The 13 County shall have the right, subject to the terms of any agreement with the Registrar, to change 14 the Registrar at any time by filing with the Registrar to be removed, and with the Registered 15 Owner, an instrument in writing. Notwithstanding the foregoing, such removal shall not be 16 effective until a successor Registrar has assumed the Registrar's duties hereunder. 17 18 SECTION 6.3. Qualifications of Successor Registrar. Any successor Registrar shall be 19 either (a) the Treasurer of the County, (b) an officer or employee of the County, or (c) a bank, 20 trust company or other financial institution duly organized under the laws of the United States or 21 any state or territory thereof which is authorized by law and permitted under the laws of the State 22 to perform all the duties imposed upon it as Registrar by this Agreement. 23 24 SECTION 6.4. Successor by Merger or Consolidation. If the Registrar is a bank, trust 25 company or other financial institution, any institution or corporation into which the Registrar 26 hereunder may be merged or converted or with which it may be consolidated, or any corporation 27 resulting from any merger or consolidation to which the Registrar hereunder shall be a party or 28 any institution or corporation succeeding to the corporate trust business (if any) of the Registrar, 29 shall be the successor Registrar under this Agreement, without the execution or filing of any 30 paper or any further act on the part of the parties hereto, anything in this Agreement to the 31 contrary notwithstanding. 32 33 ARTICLE VII 34 35 MISCELLANEOUS 36 37 SECTION 7.1. Successors of County. In the event of the dissolution of the County, all 38 the covenants, stipulations, promises and agreements in this Agreement contained, by or on 39 behalf of, or for the benefit of, the County, the Seller, any other Registered Owner and the 40 Registrar, shall bind or inure to the benefit of the successors of the County from time to time and 41 any entity, officer, board, commission, agency or instrumentality to whom or to which any power 42 or duty of the County shall be transferred. 43 44 AS INTRODUCED BILL NO. 14-11 AS INTRODUCED BILL NO. 14-11 22 G:\LEGISLATIVE PROCESS\BILLS AND AMENDMENTS\2014\14-11\Bill 14-11 Agricultural Preservation - Miller (As Introduced).doc SECTION 7.2. Parties in Interest. Except as herein otherwise specifically provided, 1 nothing in this Agreement expressed or implied is intended or shall be construed to confer upon 2 any person, firm or corporation, other than the County, the Seller, any other Registered Owner 3 and the Registrar, any right, remedy or claim under or by reason of this Agreement, this 4 Agreement being intended to be for the sole and exclusive benefit of the County, the Seller, any 5 other Registered Owner from time to time of this Agreement and the Registrar. 6 7 SECTION 7.3. Binding Effect. This Agreement shall be binding upon and inure to the 8 benefit of the parties hereto, their respective heirs, personal representatives, successors and 9 assigns, including, without limitation, all Registered Owners from time to time of this 10 Agreement. 11 12 SECTION 7.4. Severability. In case any one or more of the provisions of this Agreement 13 shall, for any reason, be held to be illegal or invalid, such illegality or invalidity shall not affect 14 any other provisions of this Agreement and this Agreement shall be construed and enforced as if 15 such illegal or invalid provisions had not been contained herein or therein. 16 17 SECTION 7.5. Prior Agreements Canceled; No Merger. This Agreement shall 18 completely and fully supersede all other prior agreements, both written and oral, between the 19 County and the Seller relating to the acquisition of the Development Rights. Neither the County 20 nor the Seller shall hereafter have any rights under such prior agreements but shall look solely to 21 this Agreement and the Deed of Easement for definitions and determination of all of their 22 respective rights, liabilities and responsibilities relating to the Land, the Development Rights and 23 the payment for the Development Rights. In addition, this Agreement shall survive the execution 24 and recording of the Deed of Easement in all respects and shall not be merged therein. 25 26 SECTION 7.6. Amendments, Changes and Modifications. This Agreement may not be 27 amended, changed, modified, altered or terminated except by an agreement in writing between 28 the County and the then-Registered Owner. An executed counterpart of any such amendment 29 shall be attached to this Agreement and shall be binding upon such Registered Owner and all 30 successor Registered Owners. 31 32 SECTION 7.7. No Personal Liability of County Officials. No covenant or agreement 33 contained in this Agreement shall be deemed to be the covenant or agreement of any official, 34 officer, agent or employee of the County in his or her individual capacity, and neither the officers 35 or employees of the County nor any official executing this Agreement shall be liable personally 36 on this Agreement or be subject to any personal liability or accountability by reason of the 37 issuance thereof. 38 39 SECTION 7.8. Governing Law. The laws of the State shall govern the construction and 40 enforcement of this Agreement. 41 42 SECTION 7.9. Notices. Except as otherwise provided in this Agreement, all notices, 43 demands, requests, consents, approvals, certificates or other communications required under this 44 AS INTRODUCED BILL NO. 14-11 AS INTRODUCED BILL NO. 14-11 23 G:\LEGISLATIVE PROCESS\BILLS AND AMENDMENTS\2014\14-11\Bill 14-11 Agricultural Preservation - Miller (As Introduced).doc Agreement to be in writing shall be sufficiently given and shall be deemed to have been properly 1 given three Business Days after the same is mailed by certified mail, postage prepaid, return 2 receipt requested, addressed to the person to whom any such notice, demand, request, approval, 3 certificate or other communication is to be given, at the address for such person designated 4 below: 5 6 County: Harford County, Maryland 7 County Office Building 8 220 South Main Street 9 Bel Air, Maryland 21014 10 Attention: Treasurer 11 with a copy to: Robert S. McCord, Esquire 12 County Attorney 13 County Office Building 14 220 South Main Street 15 Bel Air, Maryland 21014 16 17 Seller: George A. Miller 18 Rita M. Miller 19 4437 Prospect Road 20 Whiteford, Maryland 21160 21 22 Registrar: Kathryn L. Hewitt, CPA 23 Treasurer 24 County Office Building 25 220 South Main Street 26 Bel Air, Maryland 21014 27 28 Any of the foregoing may, by notice given hereunder to each of the others, designate any further 29 or different addresses to which subsequent notices, demands, requests, consents, approvals, 30 certificates or other communications shall be sent hereunder. 31 32 SECTION 7.10. Holidays. If the date for making any payment or the last date for 33 performance of any act or the exercising of any right, as provided in this Agreement, shall not be 34 a Business Day, such payment may, unless otherwise provided in this Agreement, be made or act 35 performed or right exercised on the next succeeding Business Day with the same force and effect 36 as if done on the nominal date provided in this Agreement, and in the case of payment no interest 37 shall accrue for the period after such nominal date. 38 39 WITNESS the signatures and seals of the parties hereto as of the date first above written. 40 41 HARFORD COUNTY, MARYLAND 42 43 [COUNTY'S SEAL] 44 AS INTRODUCED BILL NO. 14-11 AS INTRODUCED BILL NO. 14-11 24 G:\LEGISLATIVE PROCESS\BILLS AND AMENDMENTS\2014\14-11\Bill 14-11 Agricultural Preservation - Miller (As Introduced).doc 1 By:______________________________________ 2 David R. Craig 3 County Executive 4 5 ATTEST: 6 7 8 _________________________________ 9 Mary Chance 10 Director of Administration 11 12 WITNESS: 13 14 15 _________________________________ _______________________________(SEAL) 16 George A. Miller 17 18 19 20 ________________________________ _______________________________(SEAL) 21 Rita M. Miller 22 23 SELLER24 AS INTRODUCED BILL NO. 14-11 AS INTRODUCED BILL NO. 14-11 25 G:\LEGISLATIVE PROCESS\BILLS AND AMENDMENTS\2014\14-11\Bill 14-11 Agricultural Preservation - Miller (As Introduced).doc SCHEDULE I INSTALLMENTS OF DEFERRED PORTION OF PURCHASE PRICE (GEORGE A. MILLER and RITA M. MILLER) Date of Payment Amount Payable Plus initial payment of purchase price on _________________ $ TOTAL $ AS INTRODUCED BILL NO. 14-11 AS INTRODUCED BILL NO. 14-11 26 G:\LEGISLATIVE PROCESS\BILLS AND AMENDMENTS\2014\14-11\Bill 14-11 Agricultural Preservation - Miller (As Introduced).doc EXHIBIT C TO INSTALLMENT PURCHASE AGREEMENT ASSIGNMENT FOR VALUE RECEIVED, _______________________ (the "Registered Owner"), subject to the approval of Harford County, Maryland, hereby sell[s], assign[s] and transfer[s] unto _________________________________________, without recourse, all of the Registered Owner's right, title and interest in and to the Installment Purchase Agreement to which this Assignment is attached; and the Registered Owner's hereby irrevocably directs the Registrar (as defined in such Agreement) to transfer such Agreement on the books kept for registration thereof. The Registered Owner hereby represents, warrants and certifies that there have been no amendments to such Agreement [except _______________]. Date:____________________ WITNESS OR ATTEST: ________________________________ __________________________ _______________________________ NOTICE: The signature on this Assignment must correspond with of the name of the Registered Owner as it appears on the registration books for the Installment Purchase Agreement referred to herein in every particular, without alteration or enlargement or any change whatever. AS INTRODUCED BILL NO. 14-11 AS INTRODUCED BILL NO. 14-11 27 G:\LEGISLATIVE PROCESS\BILLS AND AMENDMENTS\2014\14-11\Bill 14-11 Agricultural Preservation - Miller (As Introduced).doc ADD NOTARY ACKNOWLEDGMENT Transfer of the foregoing Installment Purchase Agreement, as indicated above is approved this ____ day of ___________________, 201__. Harford County, Maryland By: ______________________________ David R. Craig County Executive AS INTRODUCED BILL NO. 14-11 AS INTRODUCED BILL NO. 14-11 28 G:\LEGISLATIVE PROCESS\BILLS AND AMENDMENTS\2014\14-11\Bill 14-11 Agricultural Preservation - Miller (As Introduced).doc EXHIBIT D TO INSTALLMENT PURCHASE AGREEMENT TRANSFER OF AGREEMENT - SCHEDULE OF TRANSFEREES The transfer of this Installment Purchase Agreement may be registered only by the Registered Owner under such Agreement in person or by its duly authorized officer or attorney upon approval by Harford County, Maryland upon presentation hereof to the Registrar, who shall make note thereof in the books kept for such purpose and in the registration blank below. Date of Name of Registration Transferee Outstanding Balance Signature of of Transfer Registered Owner of Purchase Price Registrar ____________ _________________ $_____________ ______________ ____________ _________________ $_____________ ______________ ____________ _________________ $_____________ ______________ ____________ _________________ $_____________ ______________ ____________ _________________ $_____________ ______________ ____________ _________________ $_____________ ______________ ____________ _________________ $_____________ ______________ ____________ _________________ $_____________ ______________ ____________ _________________ $_____________ ______________ ____________ _________________ $_____________ ______________ ____________ _________________ $_____________ ______________ ____________ _________________ $_____________ ______________ ____________ _________________ $_____________ ______________ ____________ _________________ $_____________ ______________ ____________ _________________ $_____________ ______________ ____________ _________________ $_____________ ______________ ____________ _________________ $_____________ ______________ ____________ _________________ $_____________ ______________ ____________ _________________ $_____________ ______________ ____________ _________________ $_____________ ______________ ____________ _________________ $_____________ ______________ ____________ _________________ $_____________ ______________ ____________ _________________ $_____________ ______________ ____________ _________________ $_____________ ______________ ____________ _________________ $_____________ ______________ ____________ _________________ $_____________ ______________ AS INTRODUCED BILL NO. 14-11 AS INTRODUCED BILL NO. 14-11 29 G:\LEGISLATIVE PROCESS\BILLS AND AMENDMENTS\2014\14-11\Bill 14-11 Agricultural Preservation - Miller (As Introduced).doc EXHIBIT A TO INSTALLMENT PURCHASE AGREEMENT HARFORD COUNTY AGRICULTURAL LAND PRESERVATION AND PURCHASE OF DEVELOPMENT RIGHTS PROGRAM DEED OF EASEMENT THIS DEED OF EASEMENT made this ______ day of ___________, 2014, by and between GEORGE A. MILLER and RITA M. MILLER, parties of the first part, Grantor, and HARFORD COUNTY, MARYLAND, party of the second part, Grantee. Explanatory Statement A. The County Council of Harford County, Maryland enacted Bill No. 07-05, as amended, which created a new Article II, Agricultural Land Preservation Program, to Chapter 60, Agriculture, of the Harford County Code, as amended, for the purpose of establishing the Harford County Agricultural Land Preservation Act (the “Act”) to preserve productive agricultural land and woodland which provides for the continued production of food and fiber for the citizens of the County; and B. By authority of the Act, the Grantee may purchase development rights and family conveyances from agricultural landowners by subjecting the property to be purchased to an agricultural preservation easement restricting these rights and conveyances in perpetuity in the manner more specifically provided in the Act; and C. The Grantor is the fee simple owner of the hereafter described parcel(s) of land located in Harford County, Maryland and desires to sell and convey to the Grantee an agricultural preservation easement to restrict such land to agricultural use in accordance with the Act and as hereinafter set forth; and D. Bill No. ______, enacted by the County Council of Harford County, Maryland on ________________, approved by the County Executive on ________________ and effective ____________________, authorizes Harford County, Maryland to purchase development rights and family conveyance in up to ___ acres of agricultural land from ________________ or any other owner thereof. E. The Grantor is a “Landowner” as defined in Section 60-10 of the Act. F. The Grantor owns ___ acres. AS INTRODUCED BILL NO. 14-11 AS INTRODUCED BILL NO. 14-11 30 G:\LEGISLATIVE PROCESS\BILLS AND AMENDMENTS\2014\14-11\Bill 14-11 Agricultural Preservation - Miller (As Introduced).doc NOW, THEREFORE, in consideration of the sum of __________________ Dollars ($___.00) and other valuable consideration, the receipt of which is hereby acknowledged, the Grantor does hereby grant and convey to Harford County, Maryland, as Grantee, its successors and assigns, an agricultural preservation easement, in perpetuity, together with and subject to the covenants, conditions, limitations and restrictions hereafter set forth so as to constitute an equitable servitude thereon, in, under and over the parcel(s) of land situate in the -________________ Election District of Harford County, Maryland and being more particularly described in Exhibit A attached hereto. AND, FURTHER, together with all transferable development rights in accordance with the provisions of Section 267-34(D)(4) of the Code of Harford County, Maryland, and all family conveyances in accordance with the provisions of Section 267-34(D)(3)(d) of the Code of Harford County, Maryland. AND the Grantor covenants for themselves, and for their respective heirs, personal representatives and assigns, with the Grantee, its successors and assigns, to do and refrain from doing upon the above-described land all and any of the various acts hereafter set forth, it being the intention of the parties that said land shall be preserved solely for the agricultural use as defined in and in accordance with the provisions of the Act, and hereafter set forth are intended to limit the use of the above-described land and are deemed to be and shall be construed as covenants running with the land. COVENANTS, CONDITIONS, LIMITATIONS AND RESTRICTIONS Subject to the reservations hereinafter contained and except as otherwise provided herein, the Grantor, for themselves and their respective heirs, personal representatives and assigns, covenants and agrees with Grantee as follows: A. The above-described land may not be developed or otherwise used for other than agricultural use (as defined in the Act). B. The above-described land shall be maintained in agricultural use or properly managed so that it is available for continued agricultural use from the date of the recording of this instrument among the Land Records of Harford County. C. At the time of establishment of the easement hereby granted, a soil and water conservation plan as prepared by the Soil Conservation District shall be implemented and maintained with respect to the above-described land. D. To not allow any type of residential subdivision, other than that outlined in the easement as owner/child lots and to limit the utilization of the above-described land to Agricultural Uses as defined in the Agricultural Land Preservation and Purchase of Development Rights Program and including those uses contained in Section 267-43(F) of the Harford County Zoning Code, as amended. AS INTRODUCED BILL NO. 14-11 AS INTRODUCED BILL NO. 14-11 31 G:\LEGISLATIVE PROCESS\BILLS AND AMENDMENTS\2014\14-11\Bill 14-11 Agricultural Preservation - Miller (As Introduced).doc E. The construction of new buildings or structures on the above-described land, other than farm buildings that did not exist at the time of the establishment of the within easement, is contingent upon the written application to and approval by the Department of Planning and Zoning, subject to review by and recommendation of the Agricultural Land Preservation Advisory Board. F. Subject to the provisions of paragraphs G and H hereof: 1. The Grantor may at any time hereafter request a two (2) acre or less lot exclusion for the exclusive residential use of the Grantor. Such request (a) must be made by letter provided to the Department of Planning and Zoning verifying the Grantor’s intention to live in a dwelling situate within any lot so excluded; (b) shall be subject to review and recommendation of the Agricultural Land Preservation Advisory Board; (c) the use and occupancy permit must be in the name of the owner/grantor; and (d) the owner’s lot may not be sold or transferred for a period of five (5) years from the date of issuance of the use and occupancy permit except in the event of the death or legal incompetence of the owner or if the lot is part of bankruptcy proceedings; or with approval of the Department of Planning and Zoning, subject to review and recommendation of the Agricultural Land Preservation Advisory Board. Upon such request and recommendation of the Agricultural Land Preservation Advisory Board, Grantee shall execute and deliver to Grantor, his/her personal representatives, successors and assigns, an instrument in recordable form releasing such lot from the force and effect of this Deed of Easement and all covenants, conditions, limitations and restrictions herein set forth. 2. The Grantor may at any time hereafter request the right to construct, use and occupy a tenant home on the above-described land in accordance with the conditions established within Section 267-26(D) of the Harford County Zoning Code, as amended. Such request (a) must be made by letter provided to the Department of Planning and Zoning and (b) shall be subject to review and recommendation of the Agricultural Land Preservation Advisory Board. The tenant house shall not be subdivided off of the easement property. 3. The Grantor may at any time hereafter request in writing to the Department of Planning and Zoning a two (2) acre or less lot exclusion for the exclusive residential use of a child. Such request (a) must be from both Grantor and the child verifying the intention of the child to live in a dwelling situate within the lot so excluded; (b) shall be subject to the review and recommendation of the Agricultural Land Preservation Advisory Board; and (c) the building permit and the owner occupancy permit must be in the child’s name. The child lot may not be sold or transferred for a period of five (5) years from the date of issuance of the use and occupancy permit except in the event of the death or the legal incompetence of the child or if the lot is part of bankruptcy proceedings; or with approval of the Department of Planning and Zoning, subject to review and recommendation of the Agricultural Land Preservation Advisory Board. Upon such request and recommendation of the Agricultural Land Preservation Advisory Board, Grantee shall execute and deliver to the child, his/her personal representatives, successors AS INTRODUCED BILL NO. 14-11 AS INTRODUCED BILL NO. 14-11 32 G:\LEGISLATIVE PROCESS\BILLS AND AMENDMENTS\2014\14-11\Bill 14-11 Agricultural Preservation - Miller (As Introduced).doc and assigns, an instrument in recordable form releasing such lot from the force and effect of this Deed of Easement and all covenants, conditions, limitations and restrictions herein set forth. G. The exclusion of lots pursuant to the provisions of paragraph F above from the force and effect of this Deed of Easement and all covenants, conditions, limitations and restrictions herein set forth shall be subject to the following conditions: 1. The total number of such lot exclusions may not exceed one (1) lot for each twenty-five (25) acres contained within the above-described land or four (4) lots per easement property, whichever is less; and 2. The maximum size of any lot so excluded may not exceed a maximum lot area of two (2) acres, including within such area all Harford County right-of-way requirements unless waived by the Director of Planning, with the review and recommendation of the Agricultural Land Preservation Advisory Board; and 3. The Grantor requesting lot exclusion shall be required to repay the County for each lot so excluded in an amount equal to the amount paid per acre by Harford County to the Grantor to acquire the above-described land plus all costs associated with the establishment of such lot. H. The rights reserved to the Grantor under paragraph F to request a lot exclusion shall be deemed a personal covenant only, and one that is not intended to run with the land and shall belong only to, and may be exercised only, by the Grantor named in this instrument. I. The Grantor and all future landowners of the said property reserves the right to use the above-described land for any agricultural use as defined in the Agricultural Land Preservation and Purchase of Development Rights Program and including those uses contained in Section 267-43(F) of the Harford County Zoning Code, as amended, and further reserves all other rights, privileged and incidents to the ownership of the fee simple estate in the above-described land not hereby conveyed or otherwise limited by the covenants, conditions, limitations and restrictions herein set forth. J. This instrument shall not be deemed to provide for or permit public access to any privately owned land except for periodic inspections by the Grantee. K. The easement conveyed to the Grantee for the parcels of land described in Exhibit A is based upon 130 acres. The Grantor confirms that the easement is for the benefit of the Grantee and the easement transfers to the Grantee all the Grantor’s property rights in the easement, and the Grantor has retained no interest whatsoever in the easement to the end that, in the event of casualty, condemnation or other judicial action or an unexpected change in condition which makes it AS INTRODUCED BILL NO. 14-11 AS INTRODUCED BILL NO. 14-11 33 G:\LEGISLATIVE PROCESS\BILLS AND AMENDMENTS\2014\14-11\Bill 14-11 Agricultural Preservation - Miller (As Introduced).doc impossible or impractical for the continued use of the land for agricultural purposes and there is a subsequent sale, exchange or involuntary conversion of the land subject to the easement, the Grantor shall receive only the fair market value of the fee interest, and the proportionate fair market value of the easement as it bears to the value of the land as a whole will not be diminished to reduce the distribution of proceeds to the Grantee on a sale, exchange or involuntary conversion. This provision shall be interpreted with and is intended to comply with Income Tax Regulation, Section 1.170A-(14)(g)(6). The Grantor further covenants that the Grantor has not done or suffered to be done any act, matter or thing whatsoever, to encumber the property hereby conveyed; that Grantor will warrant specially the property interest hereby conveyed; and the Grantor will execute such further assurances of the same as may be required. As used herein, the singular form of a word includes both the singular and plural, the plural form of a word includes both plural and singular, and reference the words of certain gender includes reference to all genders. No determination by any court, governmental body or otherwise that any provision of this Deed of Easement 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. WITNESS THE HAND AND SEAL of the undersigned. WITNESS: ___________________________________(SEAL) George A. Miller ______________________________ ___________________________________(SEAL) Rita M. Miller STATE OF MARYLAND, COUNTY OF HARFORD, TO WIT: I HEREBY CERTIFY that on this _____ day of _________, 2014, before me, the Subscriber, a Notary Public in and for the State and County aforesaid, personally appeared George A. Miller, 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 same for the purposes therein contained. AS INTRODUCED BILL NO. 14-11 AS INTRODUCED BILL NO. 14-11 34 G:\LEGISLATIVE PROCESS\BILLS AND AMENDMENTS\2014\14-11\Bill 14-11 Agricultural Preservation - Miller (As Introduced).doc WITNESS my hand and Notarial Seal. ___________________________________ Notary Public My Commission Expires: __________________ STATE OF MARYLAND, COUNTY OF HARFORD, TO WIT: I HEREBY CERTIFY that on this _____ day of _________, 2014, before me, the Subscriber, a Notary Public in and for the State and County aforesaid, personally appeared Rita M. Miller, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and she acknowledged that she executed the same for the purposes therein contained. WITNESS my hand and Notarial Seal. ___________________________________ Notary Public My Commission Expires: __________________ I HEREBY CERTIFY that the foregoing Deed of Easement was prepared on behalf of and at the request of Harford County, Maryland by or under the supervision of a member of the Bar of the Court of Appeals of Maryland. ____________________________________ Stephen C. Winter, Esquire AS INTRODUCED BILL NO. 14-11 AS INTRODUCED BILL NO. 14-11 35 G:\LEGISLATIVE PROCESS\BILLS AND AMENDMENTS\2014\14-11\Bill 14-11 Agricultural Preservation - Miller (As Introduced).doc EXHIBIT A TO DEED OF EASEMENT Description of Land AS INTRODUCED BILL NO. 14-11 AS INTRODUCED BILL NO. 14-11 36 G:\LEGISLATIVE PROCESS\BILLS AND AMENDMENTS\2014\14-11\Bill 14-11 Agricultural Preservation - Miller (As Introduced).doc EXHIBIT B TO INSTALLMENT PURCHASE AGREEMENT PERMITTED ENCUMBRANCES Schedule B of the policy or policies to be issued will contain exceptions to the following matters unless the same are disposed of to the satisfaction of the Company (all clauses, if any, which indicate any preference, limitation or discrimination based on race, color, religion or national origin are omitted from all building and use restrictions, covenants and conditions, if any, shown herein): 1. Defects, liens, encumbrances, adverse claims or other matters, if any, created, first appearing in the public records or attaching subsequent to the effective date hereof but prior to the date the proposed insured acquires for the value of record the estate or interest or mortgage thereon covered by this commitment. 2. Rights or claims of parties other than the insured in actual possession of any or all of the property. 3. Special assessments against the property which are not shown as existing liens by the public records. 4. Real estate taxes, other public charges (including, but not limited to, assessments by any county, municipality, Metropolitan District or Commission) and the balance of any such changes payable on an annual basis which are not yet due and payable.