MEMORANDUM. City Council. David J. Deutsch, City Manager. Declaration of Extinguishment of Covenants O DATE: July 10, 2014

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1 MEMORANDUM TO: FROM: SUBJECT: City Council David J. Deutsch, City Manager Declaration of Extinguishment of Covenants O-5-14 DATE: July 10, 2014 For several months, St. John Properties, Inc. ( SJPI ), the primary owner of the parcels comprising Melford, has been attempting to conclude a sale of a portion of one of its lots to the United States Holocaust Memorial Museum ( the Holocaust Museum ). Under the contract of sale, the Holocaust Museum will acquire one parcel outright (approximately 7.61 acres) and have an option to acquire additional land (approximately 6.24 acres). You may recall that the parcels in Melford that have not been transferred to third parties are owned individually by limited liability corporations that are in turn solely owned by SJPI; the subject properties are owned by Maryland Science and Technology Center LLC II. They comprise a portion of Lot 1, Pod 7, Block I. The Museum intends to establish a storage facility for Holocaust artifacts, a facility that will be, in fact, the largest of its kind in the world. Although the facility will not be open to the public, it will be accessible to properly-credentialed researchers. Staff believes the location of the facility in the City serves the public interest in a myriad of tangible and intangible ways. The Holocaust Museum was created by federal law, and designated as an independent establishment of the federal government. It is the Museum s position, and that of the federal government, that the Holocaust Museum stands in the same position relative to the ability of local governments to impose regulations, including land use restrictions, as any federal agency. The City is, as you know, the beneficiary of certain restrictive covenants that were imposed as a condition of the annexation of the subdivision, which covenants ( the Covenants ) have been amended from time to time but which continue to control the development of the property. City staff believes the Holocaust Museum use would, in any event, be permitted under those covenants. The government requires, as a condition of acquisition of any real property by it or its entities and agencies, that all purported encumbrances be cleared. Consequently, many years ago, the City executed a Deed of

2 O July 10, 2014 Extinguishment and Reinstatement of Covenants for the Census Bureau, even though that use was also likely permitted under the Covenants, as they then appeared. The Ordinance submitted to you for consideration for adoption extinguishes the Covenants as to the property to be acquired for the Holocaust Museum facility, subject to a provision for automatic reinstatement if the property is ever sold or otherwise transferred to a non-governmental entity. Concurrently with the transfer, SJPI will execute an indemnity to protect the City in part in the event that the Declaration of Extinguishment in the event that a third party attempts to use the Declaration of Extinguishment to argue that the covenants have been invalidated as to the subdivision as a whole (SJPI has agreed, for itself and its successors and assigns, that it will not do so). The indemnification is capped at $100,000. In the event that there is litigation, the indemnification will cover reimbursement to the City of any costs (up to the cost) associated with such litigation. In the unlikely event such litigation is successful (we prevailed on a similar argument arising out of the Census Bureau extinguishment made in connection with the lengthy litigation between the City and SJPI several years ago), any funds remaining after litigation costs are satisfied would be paid to the City as liquidated damages. The proposed indemnification is an exhibit to the Ordinance, along with a legal description of the property to be transferred and a plat. Please note that there may be minor revisions to the boundaries of the property to be transferred and that we have indicated that de minimis changes in that regard will not be construed to the City to violate the Declaration of Extinguishment. Staff Recommendation For the reasons stated in this memorandum, staff recommends that City Council adopt Ordinance O-5-14 authorizing the City Manager to execute a Declaration of Extinguishment of Covenants and Reinstatement in substantially the form attached thereto. DJD/EDL Attachment

3 O-5-14 ORDINANCE OF THE COUNCIL OF THE CITY OF BOWIE, MARYLAND, AUTHORIZING THE EXECUTION OF A DECLARATION OF EXTINGUISHMENT OF COVENANTS AND REINSTATEMENT WITH RESPECT TO CERTAIN PROPERTY SITUATED IN THE MELFORD SUBDIVISION IN THE EVENT OF ITS ACQUISITION BY THE FEDERAL GOVERNEMNT OR AN INDEPENDENT ESTABLISHMENT THEREOF. WHEREAS, the United State Holocaust Memorial Museum ( the Holocaust Museum ) is acquiring a certain parcel of land (the Museum Property ), from Maryland Science and Technology Center LLC II, including a parcel designated as the Optional Property, collectively described in certain Exhibits attached to and incorporated in a proposed Declaration of Extinguishment of Covenants and Reinstatement ( the Declaration of Extinguishment ), a copy of which attached hereto as Exhibit A; and WHEREAS, the Holocaust Museum has warranted and represented that it is an independent establishment of the U.S. Government ( the USA ) and as a consequence of that status is immune and exempt from any land use regulation imposed by any State or local government, including any restrictions and regulations imposed upon similarly situated properties in the Melford subdivision; and WHEREAS, the City is a beneficiary of certain land use restrictions ( the Encumbrances ) set forth in various recorded documents and as further identified and set forth in the Declaration, which restrictions are intended to ensure the development and use of the parcels within Melford in a manner consistent with the City s goals for economic development in the subdivision; and: WHEREAS, certain regulations promulgated by the Department of Justice relating to the acquisition of real property by federal entities require release of certain encumbrances and covenants on such properties during such period as the United States of

4 O-5-14 America shall own the subject property; and WHEREAS, the City and the Benefitted Parties are willing to release the aforesaid Encumbrances with respect to the Museum Property subject to automatic reinstatement as to any part of the Museum Property (including the Optional Property or any part thereof) conveyed from the USA to any non-federal person or entity at such time as a deed is executed, whether or not such a deed is recorded in the land records of Prince George s County, transferring such portion of the Museum Property and subject to the execution by St. John Properties, Inc., of a certain Indemnification Agreement attached as an exhibit to the Declaration of Extinguishment and incorporated therein; and WHEREAS, the City desires that any improvement placed upon the Museum Property during the extinguishment period shall be deemed to be in full compliance with all encumbrances of record as of the date of reinstatement of such encumbrance. NOW THEREFORE, BE IT ORDAINED AND ENACTED by the Council of the City of Bowie, Maryland that: Section 1. That the extinguishment of the restrictive covenants and other encumbrances identified in Exhibit A hereto is approved and the City Manager is authorized to execute a Declaration of Extinguishment of Covenants and Reinstatement in substantially the form attached hereto, and subject to the conditions set forth therein, including the condition that the covenants and encumbrances shall be reinstated upon conveyance of the subject property, including the portion designated as the Optional Property, or any portion thereof, to a non-federal person or entity Section 2. BE IT FURTHER ORDAINED that, this Ordinance shall become effective thirty (30) days after its enactment by the Council of the City of Bowie, Maryland

5 O-5-14 provided that a fair summary of this Ordinance is published at least once prior to the date of passage and at least once within ten (10) days after the date of passage in a newspaper having general circulation in the City. INTRODUCED by the Council of the City of Bowie, Maryland at a regular meeting on the day of July, PASSED by the Council of the City of Bowie, Maryland at a regular meeting on the day of August, ATTEST: THE CITY OF BOWIE, MARYLAND By: Awilda Hernandez, City Clerk G. Frederick Robinson, Mayor APPROVED AS TO FORM AND SUFFICIENCY: Elissa D. Levan, City Attorney

6 AGREEMENT THIS AGREEMENT is made this day of, 2014 by and between ST. JOHN PROPERTIES, INC., a Maryland corporation ( SJP ) and THE CITY OF BOWIE, a body corporate and politic of the State of Maryland (the City ). EXPLANATORY STATEMENT The City, SJP and The United States Holocaust Memorial Museum, an agency of the federal government of the United States of America (the Museum ), are parties to that certain Declaration of Covenant Extinguishment and Reinstatement which is recorded among the Land Records of Prince George s County, Maryland in Liber, folio (the Declaration ). The Declaration relates to certain property located in the project called Melford which property is more particularly described therein. The Declaration addresses the following instruments which are recorded among the aforesaid Land Records (collectively, the Covenants ). Annexation Agreement recorded at Liber 6256 at Folio 112. Amendment to Annexation Agreement recorded at Liber 7181 Folio 139. Amendment to Annexation Agreement and Declaration of Covenants recorded at Liber Folio 618 Amendment to Annexation Agreement and Declaration of Covenants recorded at Liber Folio 498 Amendment to Annexation Agreement and Declaration of Covenants recorded at Liber Folio 007 NOW THEREFORE, in consideration of the covenants set forth herein, the parties agree as follows: 1. Claim Defined. Claim shall mean a claim filed in a court of competent jurisdiction that (a) is commenced by any party to the Covenants or any successor-in-interest thereto, and (b) is not the result of the City s negligence or intentional misconduct. 2. Limit on SJP Obligation. SJP agrees to indemnify the City in accordance with Section 3 below. SJP s total obligation under this Agreement with regard to any and all Claims EAST\

7 shall not exceed One Hundred Thousand and No/100 Dollars ($100,000.00). By way of example and not of limitation, in the event that SJP reimburses the City $50,000 with regard to one claim, SJP s remaining obligation with regard to other Claims shall be limited to $50, Indemnity. SJP agrees as follows with regard to any Claim: (a) Unsuccessful Claim. In the event that a Claim is decided entirely in favor of the City, then within thirty days after receipt of written request from the City, SJP shall reimburse the City all actual third party costs incurred by the City in connection with the Claim, up to but not to exceed $100,000. The City s written request shall include reasonable evidence of the third party costs. (b) Successful Claim; Monetary Award; No Effect on Covenants. In the event that a Claim is decided in favor of the claimant and the court directs the City to pay monetary damages to the claimant, but the decision does not extinguish or terminate the Covenants to any degree, then within thirty days after receipt of written request from the City, SJP shall reimburse the City the total of the following, up to but not to exceed $100,000 (for the total), (i) all actual third party costs incurred by the City in connection with the Claim, and (ii) the amount of any monetary damages required to be paid by the City. The City s written request shall include reasonable evidence of the third party costs and damages awarded. (c) Successful Claim; Extinguishment of Covenants. In the event that as a result of a Claim or Claims, the Covenants are extinguished or terminated to any degree, whether or not monetary damages are awarded to the claimant, then within thirty days after receipt of written request from the City, SJP shall pay the City liquidated damages in the amount of $100,000. The parties agree that the actual damage to the City shall be difficult or impossible to ascertain. The City s written request shall include reasonable evidence of the extinguishment or termination of the Covenants. 4. No Recordation. SJP and the City agree that neither this Agreement nor any memorandum hereof shall be recorded. EAST\

8 written above. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first WITNESS: ST. JOHN PROPERTIES, INC. By: Edward A. St. John, Chairman WITNESS: THE CITY OF BOWIE By: Name: Title: APPROVED FOR FORM AND LEGAL SUFFICIENCY: By: Name: Title: EAST\

9 DECLARATION OF COVENANT EXTINGUISHMENT AND REINSTATEMENT THIS DECLARATION OF COVENANT EXTINGUISHMENT AND REINSTATEMENT, is made and declared this day of, 2014, by Prince George s County, Maryland, a body corporate and politic ( County ), the City of Bowie ( the City ), a Maryland municipal corporation, St. John Properties, Inc. ( SJPI ), Columbia Properties, L.L.C., Institute for Defense Analyses, Maryland Masonry Training Center, L.L.C., BAC Bowie, L.L.C., Maryland-National Capital Park and Planning Commission, and MSTC I, L.L.C., MSTC II, L.L.C., MSTC IV, L.L.C., MSTC V, L.L.C., MSTC VI, L.L.C., MSTC VII, L.L.C., MSTC VIII, L.L.C., MSTC IX, L.L.C., MSTC XIV, L.L.C., MSTC XVI, L.L.C., MSTC III HOLDINGS L.L.C., MSTC III E, L.L.C., MSTC OPEN SPACE 2, L.L.C., Maryland Science and Technology Center I, L.L.C., and Maryland Science and Technology Center II, L.L.C. (collectively the Benefitted Parties ). RECITALS 1. The United States Holocaust Memorial Museum ( the Holocaust Museum ), an independent establishment of the government of the United States of America ( USA ), is acquiring a parcel of land described by metes and bounds on the document attached hereto as Exhibit 1 (the Museum Property ) and may acquire a parcel of land described by metes and bounds on the document attached hereto as Exhibit 2 (the Option Property ). The Museum Property and the Option Property (collectively, the Property ), are shown generally on the drawing attached hereto as Exhibit 3. The Holocaust Museum requires as a condition of such acquisition that certain covenants and restrictions encumbering title be removed during the period of the Holocaust Museum s ownership. 2. The Benefitted Parties hold certain rights and privileges with respect to the following AFDOCS/

10 listed encumbrances of record: Annexation Agreement recorded at Liber 6256 at Folio 112. Amendment to Annexation Agreement recorded at Liber 7181 Folio 139. Amendment to Annexation Agreement and Declaration of Covenants recorded at Liber Folio 618 Amendment to Annexation Agreement and Declaration of Covenants recorded at Liber Folio 498 Amendment to Annexation Agreement and Declaration of Covenants recorded at Liber Folio Pursuant to the Contract of Sale (as amended from time to time, the Contract of Sale ) dated April 22, 2013, by and between Maryland Science and Technology Center II, LLC, a Maryland limited liability company, and the Holocaust Museum, the Holocaust Museum is acquiring the Museum Property and requires as a condition of such acquisition that the encumbrances of record listed in Paragraph 2 hereof be removed during the period of the Holocaust Museum s ownership. Further pursuant to the Contract of Sale, the Holocaust Museum has an option to acquire the Option Property; if the foregoing option is exercised, the Option Property shall constitute a part of the Property and shall benefit from the terms and conditions of this Declaration without further action by any party. 4. The Benefitted Parties are willing to release the aforesaid encumbrances of record listed in Paragraph 2 hereof with respect to the Property subject to automatic reinstatement as to any part of the Property (including the Option Property or any part thereof) conveyed from the Holocaust Museum to any non-federal person, agency, or entity at such time as a deed is executed, whether or not such a deed is recorded in the land records of Prince George s County, transferring such portion of the Property. AFDOCS/

11 5. The Benefitted Parties desire that any improvement placed on the Property during the extinguishment period shall be deemed in full compliance with all encumbrances of record as of the date of reinstatement of such encumbrance. 6. The City has enacted an Ordinance No., which Ordinance provides that for so long as the Holocaust Museum remains an independent establishment of the United States Government and the Property remains owned by the Holocaust Museum or the USA, the assessments attributable to the storm water management facilities and transportation district shall not accrue as to the Property. 7. Except with respect to that certain abandoned cemetery consisting of approximately 1.02 acres of land, which cemetery is identified in the tax records of Prince George s County as Map 0047, Grid, 00F3, Parcel 0002, SJPI warrants and represents that all of the parties currently owning any parcels situated within the subdivision known as Melford are signatories to this Deed of Extinguishment and Reinstatement. NOW THEREFORE the Benefitted Parties declare that the encumbrances of record listed in Paragraph 2 above are released as to the Property and shall automatically be reinstated on any portion of the Property, if and to the extent they were applicable at the time of extinguishment, at such time as a deed is executed (whether recorded or unrecorded) conveying any interest in the Property to another non-federal person, agency or entity. During the extinguishment period, the Property shall not be entitled to any of the rights of an owner or a Benefitted Party set forth in the documents recited in Paragraph 2 hereof. The Benefitted Parties hereby declare that any improvement placed on the Property made during the extinguishment period that is or may be approved by the City (after consultation with the Benefitted Parties or their successors and assigns) shall be deemed in full compliance with all encumbrances of record as of the date of reinstatement of such encumbrances, provided that any AFDOCS/

12 use of the Property at the time of said reinstatement shall be among those uses then allowed by applicable zoning requirements. The Benefitted Parties hereby confirm and declare that during the extinguishment period no assessments or fees that may be imposed pursuant to the covenants and restrictions encumbering title as hereinbefore identified shall accrue against the Property. Further, if the Property is transferred to a non-federal person, agency or entity, no successor in interest shall be liable for any fees or assessments that would have otherwise accrued against the Property during the extinguishment period; however, such successor in interest shall immediately become responsible from the time of transfer forward for all fees or assessments that might be imposed upon any other similarly situated property owner within the subdivision. Neither any Benefitted Party, nor any individual or entity that owns or at any time owned any parcels situated within the subdivision known as Melford or any successor in interest thereto, may bring any action or make any claim against the City of Bowie, or its officers, employees or agents asserting in any way or in any context that this Declaration of Covenant Extinguishment and Reinstatement impacts, affects, nullifies, voids, waives, or otherwise impairs or modifies the obligations set forth in the documents described in Paragraph 2 with respect to such Benefitted Party or any other obligations imposed upon the Benefitted Parties related to, arising out of or amending said documents. This instrument may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. The undersigned being all the responsible and affected parties executed this Declaration of Covenant Extinguishment and Reinstatement to evidence their consent to bind themselves and their successors, heirs and assigns. In the event the provisions of this Declaration of Covenant Extinguishment and AFDOCS/

13 Reinstatement are construed or held to violate any applicable rule against perpetuities, rule against restraints on alienation or similar rule against perpetuities, rule against restraints on alienation or similar rule, then the encumbrances of record listed in Paragraph 2 shall be deemed to and shall be automatically reinstated on the Property on the later to occur of twenty-one (21) years after the date of death of the last to die of the now-living descendants of (i) Barack Obama, President of the United States and (ii) George H.W. Bush, former President of the United States. Notwithstanding anything in this Declaration of Covenant Extinguishment and Reinstatement or in any of those encumbrances of record listing in Paragraph 2 to the contrary, upon and after such reinstatement pursuant to this paragraph, the Holocaust Museum and the USA shall be released from any obligation contained in those reinstated encumbrances of record listed on Paragraph 2, to indemnify, hold harmless, defend or any like obligation; such release being to the benefit to the Holocaust Museum and the USA personally and not to the benefit of their successors and assigns. [Signatures contained on the next page] AFDOCS/

14 IN WITNESS WHEREOF, the parties have executed this Declaration of Covenant Extinguishment and Reinstatement as of the day and year first above written. ATTEST: CITY OF BOWIE, MARYLAND By: David J. Deutsch, City Manager STATE OF ) ) to wit: CITY/COUNTY OF ) I HEREBY CERTIFY that on this day of, 2014, before me, a Notary Public in and for the state and city/county aforesaid, personally appeared David J. Deutsch, who acknowledged himself to be the City Manager of the City of Bowie and that he, as such City Manager, being authorized to do so, executed this Declaration of Covenant Extinguishment and Reinstatement for the purposes herein contained. WITNESS my hand and Notarial Seal. My Commission Expires: NOTARY PUBLIC [Signatures continued on the next page] S-1

15 ATTEST: PRINCE GEORGE S COUNTY, MARYLAND By: Name: Title: STATE OF ) ) to wit: CITY/COUNTY OF ) I HEREBY CERTIFY that on this day of, 2014, before me, a Notary Public in and for the State and County aforesaid, personally appeared known to me (or satisfactorily proven) to be the of Prince George s County, Maryland and that such officer, being authorized to do so, executed this Declaration of Covenant Extinguishment and Reinstatement for the purposes herein contained. WITNESS my hand and Notarial Seal. My Commission Expires: NOTARY PUBLIC [Signatures continued on the next page] S-2

16 ATTEST: MARYLAND-NATIONAL CAPITAL PARK AND PLANNING COMMISSION By: Name: Title: STATE OF ) ) to wit: CITY/COUNTY OF ) I HEREBY CERTIFY that on this day of, 2014, before me, a Notary Public in and for the State and County aforesaid, personally appeared known to me (or satisfactorily proven) to be the of Maryland-National Capital Park and Planning Commission, and that such officer, being authorized to do so, executed this Declaration of Covenant Extinguishment and Reinstatement for the purposes herein contained. WITNESS my hand and Notarial Seal. My Commission Expires: NOTARY PUBLIC [Signatures continued on the next page] S-3

17 ATTEST: ST. JOHN PROPERTIES, INC. By: Edward A. St. John, President STATE OF ) ) to wit: CITY/COUNTY OF ) I HEREBY CERTIFY that on this day of, 2014, before me, a Notary Public in and for the state and city/county aforesaid, personally appeared Edward A. St. John, who acknowledged himself to be the President of St. John Properties, Inc., and that he, as such President, being authorized to do so, executed this Declaration of Covenant Extinguishment and Reinstatement for the purposes herein contained. WITNESS my hand and Notarial Seal. My Commission Expires: NOTARY PUBLIC [Signatures continued on the next page] S-4

18 ATTEST: MSTC I, LLC MSTC II, LLC MSTC IV, LLC MSTC V, LLC MSTC VI, LLC MSTC VII, LLC MSTC VIII, LLC MSTC IX, LLC MSTC XIV, LLC MSTC XVI, LLC MARYLAND SCIENCE AND TECHNOLOGY CENTER I, LLC By: Edward A. St. John, Manager of each STATE OF ) ) to wit: CITY/COUNTY OF ) I HEREBY CERTIFY that on this day of, 2014, before me, a Notary Public in and for the State and County aforesaid, personally appeared Edward A. St. John, known to me (or satisfactorily proven) to be the Manager of MSTC I, LLC, MSTC II, LLC, MSTC IV, LLC, MSTC V, LLC, MSTC VI, LLC, MSTC VII, LLC, MSTC VIII, LLC, MSTC IX, LLC, MSTC XIV, LLC, MSTC XVI, LLC, Maryland Science and Technology Center I, LLC and that such Manager, being authorized to do so, executed this Declaration of Covenant Extinguishment and Reinstatement for the purposes herein contained. WITNESS my hand and Notarial Seal. My Commission Expires: NOTARY PUBLIC [Signatures continued on the next page] S-5

19 ATTEST: MSTC III HOLDINGS, LLC MSTC III E, LLC MSTC OPEN SPACE 2, LLC MARYLAND SCIENCE AND TECHNOLOGY CENTER II, LLC By: Edward St. John, LLC, Manager of each By: Edward A. St. John, General Manager STATE OF ) ) to wit: CITY/COUNTY OF ) I HEREBY CERTIFY that on this day of, 2014, before me, a Notary Public in and for the State and County aforesaid, personally appeared Edward A. St. John, known to me (or satisfactorily proven) to be the General Manager or Edward St. John, LLC, which is the Manager of MSTC III Holdings, LLC, MSTC III E, LLC, MSTC Open Space 2, LLC, Maryland Science and Technology Center II, LLC and that such General Manager, being authorized to do so, executed this Declaration of Covenant Extinguishment and Reinstatement for the purposes herein contained. WITNESS my hand and Notarial Seal. My Commission Expires: NOTARY PUBLIC [Signatures continued on the next page] S-6

20 ATTEST: INSTITUTE FOR DEFENSE ANALYSES, INC. By: Name: Title: STATE OF ) ) to wit: CITY/COUNTY OF ) I HEREBY CERTIFY that on this day of, 2014, before me, a Notary Public in and for the State and County aforesaid, personally appeared known to me (or satisfactorily proven) to be the of Institute for Defense Analyses, Inc., and that such officer, being authorized to do so, executed this Declaration of Covenant Extinguishment and Reinstatement for the purposes herein contained. WITNESS my hand and Notarial Seal. My Commission Expires: NOTARY PUBLIC [Signatures continued on the next page] S-7

21 ATTEST: COLUMBIA PROPERTIES, L.L.C. By: Name: Title: STATE OF ) ) to wit: CITY/COUNTY OF ) I HEREBY CERTIFY that on this day of, 2014, before me, a Notary Public in and for the State and County aforesaid, personally appeared known to me (or satisfactorily proven) to be the of Columbia Properties, L.L.C., a Maryland limited liability company, and that such officer, being authorized to do so, executed this Declaration of Covenant Extinguishment and Reinstatement for the purposes herein contained. WITNESS my hand and Notarial Seal. My Commission Expires: NOTARY PUBLIC [Signatures continued on the next page] S-8

22 ATTEST: MARYLAND MASONRY TRAINING CENTER, L.L.C. By: Name: Title: STATE OF ) ) to wit: CITY/COUNTY OF ) I HEREBY CERTIFY that on this day of, 2014, before me, a Notary Public in and for the State and County aforesaid, personally appeared known to me (or satisfactorily proven) to be the of Maryland Masonry Training Center, L.L.C., a limited liability company, and that such officer, being authorized to do so, executed this Declaration of Covenant Extinguishment and Reinstatement for the purposes herein contained. WITNESS my hand and Notarial Seal. My Commission Expires: NOTARY PUBLIC [Signatures continued on the next page] S-9

23 ATTEST: BAC BOWIE, L.L.C. By: Name: Title: STATE OF ) ) to wit: CITY/COUNTY OF ) I HEREBY CERTIFY that on this day of, 2014, before me, a Notary Public in and for the State and County aforesaid, personally appeared known to me (or satisfactorily proven) to be the of BAC Bowie, L.L.C., a Delaware limited liability company, and that such officer, being authorized to do so, executed this Declaration of Covenant Extinguishment and Reinstatement for the purposes herein contained. WITNESS my hand and Notarial Seal. My Commission Expires: NOTARY PUBLIC S-10

24 EXHIBIT 1 (Description of Museum Property) Beginning at a Rebar and Cap Found located at the beginning of the first (1 ) or South 84 24' 28" West 1, feet deed line as described therein and the corner common to the lands now or formerly owned by the Maryland National Capital Park and Planning Commission as described in a deed recorded April 2, 2010 by and between Maryland Science and Technology Center II, LLC, a Maryland limited liability partnership and The Maryland National Capital Park and Planning Commission, a public body corporate of the State of Maryland and recorded among the Land Records of Prince George's County, Maryland in Liber at folio 151; said point also binding on the line common to the lands now or formerly owned by Rita W. Zehner and Eugene M. Zehner, Trustees by deed dated July 25, 2001 and recorded among the aforesaid Land Records in Liber at folio 123; thence departing said common point and binding, in part on the said common line with Zehner (1) South 84 24' 29" West feet; thence departing the said common line with Zehner so as to cross and include a portion of the land described In Liber at folio 319 thereof (2) North 06 47'13" East feet; thence (3) North 52 51' 21" West feet to a point intersecting the easterly arc for Marconi Drive, 56 Feet right of way and shown as Curve No. 7 on the plat entitled "Plat of Street Dedication, Melford Boulevard & Marconi Drive, University of Maryland Science and Technology Center", as recorded in Plat Book PM 232 at Plat No. 80; thence binding, in part, on said arc by a non-tangent curve (4) along the arc of a curve deflecting to the left, having a radius of feet, subtended by a chord bearing and distance of North 28 30' 16" East feet; thence departing said right of way so as to cross and include a portion of Liber at folio 319 thereof (5) South 70 50' 46" East feet; thence (6) North 65 55' 04" East feet; thence (7) North 16 30' 35" East feet; thence (8) North 20 19' 35" East feet; thence (9) North 78 31' 37" East feet located at the end of the Fourteenth (14 ) or North 51 17' 15" West feet line common to the lands now or formerly owned by the Maryland National capital Park and Planning Commission as recorded in Liber at folio 151; thence binding, reversely on the said Fourteenth, Thirteenth and Twelfth deed lines (10) South 51 17' 15" East feet to a Rebar and Cap Found; thence (11) South 42 52' 25" East feet to a Rebar and Cap Found; thence (12) South 25 04' 27" East feet to the PLACE OF BEGINNING, Containing 331,550 square feet or acres of Land more or less. Exhibit 1

25 EXHIBIT 2 (Description of Option Property) Beginning at a point located feet from a Rebar and Cap Found located at the beginning of the first (1") or South 84 24' 28" West 1, feet deed line as described therein and the corner common to the lands now or formerly owned by the Maryland National Capital Park and Planning Commission as described in a deed recorded April 2, 2010 by and between Maryland Science and Technology Center II, LLC, a Maryland limited liability partnership and The Maryland National Capital Park and Planning Commission, a public body corporate of the State of Maryland and recorded among the Land Records of Prince George's County, Maryland in Liber at folio 151; said point also binding on the line common to the lands now or formerly owned by Rita W. Zehner and Eugene M. Zehner, Trustees by deed dated July 25, 2001 and recorded among the aforesaid Land Records in Liber at folio 123; thence departing said common point and binding, in part on the said common line with Zehner (1) South 84 24' 29' West feet; thence departing the said common line with Zehner and binding on the line common to Lot 6, Block 6 as shown on the plat entitled "Lots 1 through 6, Block 6, University of Maryland Science and Technology Center", and recorded among the Land Records of Prince George's County, Maryland in Plat Book PM 232 at Page No. 22 (2) North 05 37' 39" West feet; thence departing said common line to Lot 6 so as to cross and include a portion of Liber at folio 319 thereof (3) North 71 08' 55" East feet to a point intersecting the southerly right of way line for Marconi Drive, 56 Feet right of way as shown on the plat entitled "Plat of Street Dedication, Melford Boulevard & Marconi Drive, University of Maryland Science and Technology Center", as recorded in Plat Book PM 232 at Plat No. 80; thence binding, in part, on said southerly right of way line (4) South 70 38' 24" East feet to a point of curvature; thence (5) feet along the arc of a curve deflecting to the right, having a radius of feet, subtended by a chord bearing and distance of South 47 48' 37" East feet to a point of reverse curvature; thence (6) feet along the arc of a curve deflecting to the left, having a radius of feet, subtended by a chord bearing and distance of South 70 10' 24" East feet; thence departing said right of way so as to recross and include a portion of Liber at folio 319 thereof (7) South 52 25' 21" East feet; thence (8) South 06 47' 13" West feet to the PLACE OF BEGINNING, Containing 272,933 square feet or acres of Land more or less. Exhibit 2

26 EXHIBIT 3 (Plat of Museum Property, including Optional Property Being a Part of that portion of Melford known as Lot 1, Pod 7, Block I) Exhibit 3