EXHIBIT 10.1
INDEMNITY
October 5, 1999
Promus Hotels, Inc.
755 Crossover Lane
Memphis, Tennessee 38117-4900
Attention: General Counsel
Loan: $33,975,000
Borrower: Apple Suites, Inc.
Premises: 3200 Cobb Parkway, Atlanta, Georgia
Dear Sirs:
Except to the extent of any existing liability of you and/or
your affiliates for Corrective Work with respect to Hazardous Materials
currently in, on or under the Property, for good and valuable consideration in
hand received, the undersigned, and if there are two or more signers, each of
us, hereby jointly and severally covenants and agrees for your benefit, in
addition to, and not in limitation of, any other rights and remedies available
to you at law or in equity, as follows:
1. Definitions: The following terms shall be defined as set forth
below.
(a) Corrective Work: The removal, relocation, elimination,
remediation or encapsulation of Hazardous Materials from
all or any portion of the Property and (to the extent
provided in Subparagraph 2(b) hereof) surrounding areas
and, to the extent thereby required, the reconstruction
and rehabilitation of the Property pursuant to, and in
compliance with, Governmental Requirements;
(b) Governmental Requirements: Any present and future (i)
federal, state or local laws, rules or regulations and
(ii) judicial or administrative interpretation thereof,
including any judicial or administrative orders or
judgments;
(c) Hazardous Materials: (i) Asbestos and polychlorinated
biphenyls and (ii) hazardous or toxic materials, wastes
and substances which are defined, determined or
identified as such (including petroleum products if they
are defined, determined or identified as such) in, or
subject to, any Governmental Requirements, in each case
in amounts in violation of applicable Governmental
Requirements;
(d) Indemnified Losses: Incurred damages, losses,
liabilities, costs and expenses of Corrective Work,
including, without limitation, obligations, penalties,
fines, impositions, fees, levies, lien removal or bonding
costs, claims, litigation, demands, defenses, judgments,
suits, proceedings, costs, disbursements or expenses
(including, without limitation, attorneys' and experts'
reasonable fees and disbursements) of any kind and nature
whatsoever, including interest thereon;
(e) Loan Documents: The documents comprising the total
documentation pertaining to the Loan indicated above made
to, or for the benefit of, the above-named Borrower,
including, without limitation, and as applicable, any
loan agreement, building loan or construction loan
agreement, note, mortgage, deed of trust, security
agreement, assignment of leases and rents, any guaranty
or guaranties (whether of payment and/or performance),
pledge agreement, commitments, letters of credit,
assignment of partnership interests, and all other
instruments and documents evidencing, securing, or
collateral to, the Loan;
(f) Property: The land more particularly described in Exhibit
A hereto attached and as indicated above, together with
the buildings, improvements, structures and betterments
now or hereafter existing thereon or thereunder.
2. (a) Except as hereinafter limited in Paragraph 9 and
Subparagraphs 2(b) and 2(c), the undersigned covenant and
agree, at their sole cost and expense, to indemnify,
protect and save you harmless against and from any and
all Indemnified Losses which may at any time be imposed
upon, incurred by or asserted or awarded against you
arising from, out of, attributable to or by reason of,
the:
(i) nonperformance or delayed performance and completion
of Corrective Work; or
(ii) enforcement of this Indemnity or the assertion by
the undersigned of any defense to its obligations
hereunder (except the successful defense of actual
performance not subject to further appeal);
whether the Indemnified Losses arise before, during or after,
enforcement of the remedies and rights available to you under
the Loan Documents, including the acquisition of title to all
or any portion of the Property by you or your successors or
affiliates (as such terms are defined in Paragraph 8(a)
hereof).
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(b) The Indemnified Losses shall not extend to the costs of
Corrective Work pertaining to surrounding areas if the
applicable Hazardous Materials did not originate from any
portion of the Property, unless the removal of the Hazardous
Materials from the surrounding areas by Borrower is
necessitated by Governmental Requirements.
(c) If you, or any of your successors or affiliates, take
(i) title to the Property at a foreclosure sale, at a
sale pursuant to a power of sale under a mortgage or deed
of trust, or by deed in lieu of foreclosure, or by
exercise of other remedial rights; or
(ii) possession, custody and control of the Property as a
mortgagee-in-possession or through court designated
receiver and Borrower, and its successors or affiliates,
never reacquire such possession, custody and control,
then the Indemnified Losses shall not include or apply to
Hazardous Materials which are initially placed on, in or under
all or any portion of the Property at any time thereafter.
3. (a) So long as Borrower is in possession, custody and control
of the Property you agree that prior to the undertaking
of Corrective Work by you, the Borrower or the undersigned
may at their sole cost and expense contest the Governmental
Requirements and/or perform any Corrective Work, provided that
at all times all of the following conditions are continuously
satisfied in full:
(i) no uncured event of default (other than as related to
the Hazardous Materials involved in such contest or
Corrective Work) exists under any of the Loan Documents;
(ii) you (and your agents, officers, directors, servants,
employees, contractors and shareholders) shall not be
subject to any criminal or other penalties, fines, costs
or expenses, by reason of such contest or Corrective Work
or any delays in connection therewith;
(iii) unless the undersigned has instituted a contest as
permitted hereunder with respect to any Corrective Work,
the undersigned shall commence the Corrective Work
promptly after obtaining actual knowledge of the
Hazardous Materials on, in, under or affecting the
Property or any surrounding areas, but at least fifteen
(15) days prior to commencement of such Corrective Work,
submit to you in conformity with your reasonable
requirements (which
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requirements may not create conditions which violate
Governmental Requirements), reasonably detailed plans for
such Corrective Work complying with Governmental
Requirements. If, within said fifteen (15)-day period,
you, in your reasonable judgment, reject such plans, the
undersigned shall promptly submit revised plans
conforming to your reasonable requirements to you for
your approval. If within fifteen (15) days from your
receipt of the original plans, or revised plans, you fail
to approve or reject such original plans, or revised
plans, as the case may be, the same shall be deemed
accepted by you. All Corrective Work shall be performed
in compliance with such approved original or revised
plans;
(iv) a contest, if instituted, shall be instituted
promptly after the undersigned, or Borrower, obtains
actual knowledge of an action, suit, proceeding, or
governmental order or directive which asserts any
obligation or liability affecting all or any portion of
the Property, or Borrower or any of the undersigned and
diligently prosecuted until a final judgment is obtained;
(v) Corrective Work shall be instituted promptly
following an unsuccessful nonappealable completion of the
contest and shall be diligently prosecuted until the
Hazardous Materials involved in the contest are removed,
relocated, encapsulated and/or disposed of as required by
the Governmental Requirements;
(vi) the undersigned shall notify you within ten (10)
days after commencement of such contest or Corrective
Work and shall render to you a written monthly report
detailing the progress thereof including such information
as you shall reasonably request; and
(vii) if you are named in any action or proceeding as a
necessary party or as a party defendant relating to
matters covered by this Indemnity, you agree to utilize
counsel designated by the undersigned, subject to your
right of approval, not to be unreasonably withheld or
delayed. If you are not named in any such action or
proceeding, you, at your expense, shall have the right
(but not the obligation) to join in any action or
proceeding in which the undersigned or Borrower contests
any Governmental Requirements.
So long as all of such conditions are continuously satisfied,
you agree that you will not enter into any settlement
agreement binding upon the undersigned, or Borrower, without
their prior consent, which consent will not be unreasonably
withheld or delayed.
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(b) Promptly after the receipt by you of written notice of any
demand or claim or the commencement of any action, suit or
proceeding in respect of any of the Indemnified Losses, you
shall notify the undersigned thereof in writing, but the
failure by you promptly to give such notice shall not relieve
the undersigned of any of their obligations under this
Indemnity, except to the extent of prejudice to any defense to
such Indemnified Losses resulting from such delay.
4. The liability of the undersigned under this Indemnity shall in
no way be limited or impaired by (a) any amendment or
modification of the Loan Documents; (b) any extensions of time
for performance required by any of the Loan Documents; (c) any
sale, assignment or foreclosure pursuant to the Loan Documents
or any sale or transfer of all or any part of the Property;
(d) any exculpatory provision in any of the Loan Documents
limiting your recourse to the Property or to any other
security, or limiting your rights to a deficiency judgment
against Borrower, or the undersigned; (e) the accuracy or
inaccuracy of any representations or warranties made to you
under the Loan Documents; (f) the release of Borrower or any
other person from performance or observance of any of the
agreements, covenants, terms or conditions contained in any of
the Loan Documents by operation of law, your voluntary act, or
otherwise; (g) the release or substitution, in whole or in
part, of any security for the note or other evidence of debt
issued pursuant to the Loan Documents; (h) your failure to
record or file any of the Loan Documents (or your improper
recording or filing of any thereof) or to otherwise perfect,
protect, secure or insure any security interest or lien given
as security for the note or other evidence of indebtedness
under the Loan Documents, (i) any other action or circumstance
whatsoever which constitutes, or might be construed to
constitute, a legal or equitable discharge or defense of
Borrower or others for their obligations under any of the Loan
Documents or of the undersigned for their obligations under
this Indemnity or (j) the invalidity, irregularity or
unenforceability, in whole or in part, of any of the Loan
Documents; and in any of such cases, whether with or without
notice to Borrower or the undersigned and with or without
consideration.
5. The undersigned (a) waive any right or claim of right to cause
a marshalling of the undersigned's assets or to cause you to
proceed against any of the security for the Loan Documents
before proceeding under this Indemnity or to cause you to
proceed against the undersigned in any particular order; (b)
agree that any payments required to be made hereunder shall
become due on demand; (c) waive and relinquish all rights and
remedies accorded by applicable law to indemnitors or
guarantors, except any rights of subrogation which the
undersigned may have, provided that (i) the indemnity provided
for hereunder shall neither be contingent upon the existence
of any such rights of subrogation nor subject to any claims or
defenses whatsoever which may be asserted in connection with
the enforcement or attempted enforcement of such subrogation
rights including, without limitation, any claim that such
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subrogation rights were abrogated by any of your acts, and
(ii) the undersigned postpone and subordinate (A) the exercise
of any and all of their rights of subrogation to your rights
against the undersigned under this Indemnity and (B) any
rights of subrogation to any collateral securing the Loan
until the Loan shall have been paid in full.
6. No delay on your part in exercising any right, power or
privilege under any of the Loan Documents shall operate as a
waiver of any such privilege, right or power.
7. Any one or more of the undersigned, or any other party liable
upon or in respect of this Indemnity or the Loan, may be
released from liability (in whole or in part) under this
Indemnity or the Loan Documents without affecting the
liability hereunder of any of the undersigned not so released.
8. (a) This Indemnity shall be binding upon the undersigned and
their respective heirs, personal representatives, successors
and assigns and shall inure to the benefit of and, where
applicable, shall be binding upon, you and your successors and
affiliates, which acquire all or any part of the Property by
any sale, assignment or foreclosure under the Loan Documents,
by deed or other assignment in lieu of foreclosure, or
otherwise, including if you, or such successor, affiliate or
participant, is the successful bidder at a foreclosure or
other remedial sale. For purposes of this Indemnity your (i)
"successors" shall mean successors by merger, consolidation or
acquisition of all or a substantial part of your assets and
business and (ii) "affiliates" shall mean your parent, if any,
or its successors as above defined and any direct or indirect
subsidiary or affiliate of your parent or its successors as
above defined.
(b) Except as provided in Subparagraph 8(a) above, the
obligations of the undersigned under this Indemnity shall not
inure to the benefit of (i) any other purchaser of the
Property at a foreclosure sale or a sale pursuant to a power
of sale or other remedial rights under the Loan Documents or
(ii) any subsequent holder of the Loan Documents unless such
holder is your successor, affiliate or participant as
hereinabove defined.
9. (a) Except as provided in Subparagraph 9(b) hereof, this
Indemnity shall terminate and be of no further force and
effect upon payment in full by Borrower or guarantor of all
principal, interest and other sums and costs evidenced or
secured by the Loan Documents, provided that at the time of
such full payment neither you, nor your successors or
affiliates, have, at any time, or in any manner, through
exercise of their remedial rights under the Loan Documents,
participated in the management or control of, taken possession
of, or title to, the Property or any portion thereof, whether
by foreclosure, deed in lieu of foreclosure, sale under power
of sale pursuant to the Loan Documents, or otherwise.
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(b) Notwithstanding Subparagraph 9(a) above, the undersigned
agree that this Indemnity shall continue after full payment of
the Loan with respect to:
(i) litigation or administrative claims involving
Indemnified Losses pertaining to Hazardous Materials
covered by this Indemnity pending at the date of payment
in full of the Loan, and
(ii) reasonable costs and expenses (including experts'
and attorneys' fees and disbursements) incurred or
expended by you in (A) enforcing Subparagraph 2(a)(ii)
of this Indemnity or (B) any litigation, arbitration,
administrative claims or matters relating to any
Indemnified Losses subsequently arising within four (4)
years after the date of such full payment (hereinafter
called ("Subsequent Claims") involving Hazardous
Materials on, in or under the Property, or if covered by
this Indemnity, any surrounding areas, but the
undersigned's obligation under this Indemnity as to
Subsequent Claims is hereby limited and shall not extend
to payment of any monetary awards or damages against you
but only to the costs and expenses above mentioned. You
agree to utilize counsel designated by the undersigned
(whether or not the undersigned are also parties
defendant in such matters) subject to your right of
approval, not to be unreasonably withheld or delayed.
10. This Indemnity shall continue to be effective, or be
reinstated automatically, as the case may be, if at any time
payment, in whole or in part, of any of the obligations
indemnified against hereby is rescinded or otherwise must be
restored or returned by you (whether as a preference,
fraudulent conveyance or otherwise) upon or in connection with
the insolvency, bankruptcy, dissolution, liquidation or
reorganization of Borrower, any of the undersigned or any
other person, or upon or as a result of the appointment of a
receiver, intervenor or conservator of, or trustee or similar
officer for, Borrower, any of the undersigned or any other
person or for a substantial part of Borrower's, any of the
undersigned's or any of such other person's property, as the
case may be, or otherwise, all as though such payment had not
been made. Each of the undersigned further agrees that in the
event any such payment is rescinded or must be restored or
returned, all costs and expenses (including, without
limitation, legal fees and expenses) incurred by you or on
your behalf in defending or enforcing such continuance or
reinstatement, as the case may be, shall constitute costs of
enforcement which are covered by each of the undersigned's
indemnification obligations under this Indemnity.
11. Each of the undersigned represents and covenants to you that:
(i) if a corporation, partnership, venture, trust or
limited liability company, it is duly organized,
validly existing and in good
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standing under the laws of the state of its formation
and has full power and authority to execute, deliver
and perform this Indemnity; each of the undersigned
will preserve and maintain such legal existence and
good standing;
(ii) there are no actions, suits or proceedings pending
or threatened against or affecting Borrower or any of
the undersigned, at law, in equity or before or by any
governmental authorities except actions, suits or
proceedings which are fully covered by insurance or
would, if adversely determined, not be likely to have a
material adverse effect on Borrower's or any of the
undersigned's business or financial condition; neither
Borrower nor any of the undersigned is in material
default with respect to any order, writ, injunction,
decree or demand of any court or governmental
authorities;
(iii) the consummation of the transactions contemplated
hereby and the performance of this Indemnity have not
resulted and will not result in any breach of, or
constitute a default under, any mortgage, deed of
trust, lease, bank loan or credit agreement, corporate
charter, by-laws, partnership agreement or other
instrument to which any of the undersigned is a party
or by which any of the undersigned may be bound or
affected; and
(iv) each of the undersigned is in compliance with, and
the transactions contemplated by this Indemnity do not
and will not violate any provision of, or require any
filing, registration, consent or approval under, any
federal, state or local law, rule, regulation,
ordinance, order, writ, judgment, injunction, decree,
determination or award (hereinafter, "Laws") presently
in effect having applicability to it; each of the
undersigned will comply promptly with all Laws now or
hereafter in effect having applicability to it.
12. You shall, at all times, at your discretion and expense, be
free to independently establish to your satisfaction the
existence or non-existence of any fact or facts, the existence
or non-existence of which is a condition of this Indemnity or
any of its provisions.
13. This Indemnity may be executed in one or more counterparts,
each of which shall be deemed an original. Said counterparts
shall constitute but one and the same instrument and shall be
binding upon each of the undersigned as fully and completely
as if all had signed but one instrument. The joint and several
liability of the undersigned shall be unaffected by the
failure of any of the undersigned to execute any or all of the
counterparts.
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14. All notices hereunder shall be in writing and shall be deemed
to have been sufficiently given or served for all purposes
when sent by registered or certified mail, if to the
undersigned at their respective addresses stated on the
signature page hereof and if to you, at your address indicated
above, or at such other address of which a party shall have
notified the party giving such notice in writing in accordance
with the foregoing requirements.
15. No provision of this Indemnity may be changed, waived,
discharged or terminated orally, by telephone or by any other
means except by an instrument in writing signed by the party
against whom enforcement of the change, waiver, discharge or
termination is sought.
16. THE UNDERSIGNED BY EXECUTION HEREOF, AND YOU, BY ACCEPTANCE
HEREOF, HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVE, IN
CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY YOU
ON THIS INDEMNITY, ANY AND EVERY RIGHT THEY MAY HAVE TO A
TRIAL BY JURY.
17. THIS INDEMNITY AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
TENNESSEE APPLICABLE TO THE INTERPRETATION, CONSTRUCTION AND
ENFORCEMENT OF INDEMNITIES (WITHOUT GIVING EFFECT TO
TENNESSEE'S PRINCIPLES OF CONFLICTS OF LAW). THE EXISTENCE OF
HAZARDOUS MATERIALS SHALL BE DETERMINED IN ACCORDANCE WITH
FEDERAL LAW AND STATE AND LOCAL LAWS OF THE STATE IN WHICH THE
PROPERTY IS LOCATED.
18. THE UNDERSIGNED IRREVOCABLY SUBMIT TO THE NON-EXCLUSIVE
JURISDICTION OF ANY TENNESSEE STATE OR FEDERAL COURT SITTING
IN THE CITY OF MEMPHIS, STATE OF TENNESSEE, OVER ANY SUIT,
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
INDEMNITY AND THE UNDERSIGNED AGREE AND CONSENT THAT, IN
ADDITION TO ANY METHODS OF SERVICE OF PROCESS PROVIDED FOR
UNDER APPLICABLE LAW, ALL SERVICE OF PROCESS IN ANY SUCH SUIT,
ACTION OR PROCEEDING IN ANY ABOVE STATED COURT SITTING IN THE
CITY OF MEMPHIS MAY BE MADE BY CERTIFIED OR REGISTERED MAIL,
RETURN RECEIPT REQUESTED, DIRECTED TO THE UNDERSIGNED AT THEIR
RESPECTIVE ADDRESSES INDICATED ON THE SIGNATURE PAGE HEREOF,
AND SERVICE SO MADE SHALL BE COMPLETE FIVE (5) DAYS AFTER THE
SAME SHALL HAVE BEEN SO MAILED.
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Very truly yours,
Indemnitor: Address Of Indemnitor:
- ----------- ----------------------
APPLE SUITES, INC., a ATTN: Glade M. Knight
Virginia corporation 306 East Main Street
Richmond, Virginia 23219
By /s/ Glade M. Knight With a copy to:
--------------------- Thomas E. Davis, Esq.
Name: Glade M. Knight Jenkens & Gilchrist
Title: President 1445 Ross Avenue, Suite 3200
Dallas, Texas 75202-2799
This is to certify that this Indemnity was executed in my
presence on the date hereof by the parties whose signatures appear above in the
capacities indicated.
/s/ Jacquelyn B. Owens
---------------------------
Notary Public
My commission expires:
6/30/03
---------------------------
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EXHIBIT "A"
LEGAL DESCRIPTION OF PREMISES
(ATLANTA - GALLERIA/CUMBERLAND)
ALL THAT TRACT OR PARCEL OF LAND situated, lying and being in Land Lot 978 in
the 2nd Section and 17th District of Cobb County, Georgia, and being more
particularly described as follows:
BEGINNING at a railroad iron found, said point being the land lot corner common
to Land Lots 948, 949, 978 and 979, said Section, District and County; thence
proceed North 88(degrees) 59' 50" East 572.69 feet to a 1" bar found on the
southwesterly right-of-way line of U.S. Highway No. 41 (a 130-foot
right-of-way); thence proceed along the aforedescribed right-of-way line South
55(degrees) 57' 41" East 100.00 feet to an iron pin set; thence leaving the
aforedescribed right-of-way line South 34(degrees) 04' 16" West 100.00 feet to
an iron pin set; thence proceed North 55(degrees) 57' 41" West 41.00 feet to an
iron pin set; thence proceed South 34(degrees) 04' 16" West 170.19 feet to a
point; thence proceed along the arc of a curve in a counter-clockwise direction,
whose radius is 245.00 feet and is subtended by a chord bearing of South
22(degrees) 41' 38" West and a chord distance of 96.66 feet, an arc distance of
97.30 feet to an iron pin set; thence proceed North 88(degrees) 32' 42" West
116.03 feet to an iron pin set; thence proceed along the arc of a curve in a
counter-clockwise direction, whose radius is 1054.08 feet and is subtended by a
chord bearing of North 69(degrees) 58' 11" West and a chord distance of 344.10
feet, an arc distance of 345.64 feet to an iron pin set on the land lot line
common to Land Lots 949 and 978; thence proceed along said land lot line North
01(degrees) 42' 53" East 215.28 feet to a railroad iron found, said point being
THE POINT OF BEGINNING.
The aforedescribed tract or parcel of land is known as Tract No. 1 and Tract No.
2 and contains 3.698 acres as shown on the ALTA/ACSM Land Title Survey for
Homewood Equity Development Corporation by Precision Planning, Inc.,
Lawrenceville, Georgia, dated April 19, 1989, revised May 1, 1989, bearing the
seal and certification of Randall W. Dixon, G.R.L.S. No. 1678. Said survey being
incorporated herein by this reference.
TOGETHER WITH, as an appurtenance to the title to the hereinabove described
property, a perpetual non-exclusive sanitary sewer easement, subject to the
conditions hereinafter set forth, in, to, over, across and through the following
described property:
ALL THAT TRACT OR PARCEL OF LAND situated, lying and being in Land Lot 978, 17th
District, 2nd Section, Cobb County, Georgia, and being more particularly
described as follows:
TO FIND THE TRUE POINT OF BEGINNING, commence at a railroad iron found at the
land lot corner common to Land Lots 948, 949, 978 and 979, said District,
Section and County; and running thence South 01(degrees) 42' 53" West 215.28
feet to a 1/2" rebar found; thence along the arc of a 1,054.076-foot radius
curve to the left and arc distance of 345.64 feet (said arc being subtended by a
chord lying to the northeast having a bearing of South 69(degrees) 58' 11" East
and being 344.10 feet in length) to a 1/2" rebar found; thence South 88(degrees)
32' 42" East 101.86 feet to the TRUE POINT OF BEGINNING. FROM THE TRUE POINT OF
BEGINNING AS THUS ESTABLISHED, run thence South 04(degrees) 22' 23" West 398.97
feet to a point; thence South 23(degrees) 30' 49" East 18.93 feet to a point;
thence continuing South 23(degrees) 30' 49" East 110 feet more or less to a
point located on the southerly right-of-way line of Cumberland Circle (a
100-foot right-of-way); thence continuing South 23(degrees) 30' 49" East 22.84
feet to a point; thence South 38(degrees) 18' 44" East 170.97 feet to a point;
thence South 25(degrees) 20' 10" East 256.28 feet to a point; thence North
58(degrees) 19' 25" East 20.12 feet to a point; thence North 25(degrees) 20' 10"
West 256.33 feet to a point; thence North 38(degrees) 18' 44" West 170.65 feet
to a point; thence North 23(degrees) 30' 49" West 13.94 feet to a point; thence
North 23(degrees) 30' 49" West 115.67 feet to a point; thence North 23(degrees)
30' 49" West 16.92 feet to a point; thence North 04(degrees) 22' 23" East 407.52
feet to a point; thence North 85(degrees) 37' 37" West 3.95 feet to a point;
thence along the arc of a 245.00-foot radius curve to the left an arc distance
of 12.93 feet (said arc being subtended by a chord lying to the East having a
bearing of South 12(degrees)49' 49" West and being 12.93 feet in length) to a
point; thence North 88(degrees) 32' 42" West 14.17 feet to THE TRUE POINT OF
BEGINNING.
Said property being more particularly shown on that certain plat of survey
entitled Proposed 20' Sanitary Sewer Easements for Homewood Equity Development
Corporation by precision Planning, Inc., dated May 3, 1989, and bearing the seal
and certification of Randall W. Dixon, G.R.L.S. No. 1678, said survey being
incorporated herein by this reference.
LESS AND EXCEPT the following two parcels of property:
Parcel I:
All that tract or parcel of land lying and being in Land Lot 978 of the 17th
District, 2nd section of Cobb County, Georgia and being more particularly
described as follows:
Beginning at a point on the southwest right of way line of State Route 3 (U.S.
41) Cobb Parkway. Said point being located 68 feet southwest of the centerline
of said highway and further located at 406.63 feet northwest of the intersection
of said right-of-way line and the centerline of Cumberland Circle and is the
TRUE POINT OF BEGINNING; thence S 34(degrees) 04' 16" W a distance of 7.00 feet
to a point; thence N 55(degrees) 55' 40" W a distance of 109.97 feet to a point;
thence N 88(degrees) 59' 40" E a distance of 12.18 feet to a point; thence S
55(degrees) 55' 44" E a distance of 100.00 feet back to the TRUE POINT OF
BEGINNING.
Said parcel contains 0.01687 acres.
Parcel II:
ALL THAT TRACT or parcel of land lying and being in Land Lot 978 of the 17th
District, 2nd Section, Cobb County, Georgia, and being more particularly
described as follows:
TO FIND THE TRUE POINT OF BEGINNING, Commence at an iron pin set at the
intersection of the southwestern right-of-way line of U.S. Highway No. 41 (Cobb
Parkway and State Route No. 3) (having a variable right-of-way width) and the
northwestern right-of-way line of Cumberland Circle (having a variable
right-of-way width); run thence along said southwestern right-of-way line of
U.S. Highway No. 41, in a generally northwesterly direction, the following
courses and distances: North 55(degrees) 51' 19" West a distance of 216.33 feet
to an iron pin set; and North 55(degrees) 55' 44" West a distance of 119.88 feet
to an iron pin set; thence leaving said southwestern right-of-way line, run
thence along the southeastern and southwestern boundary line of property now or
formerly owned by Homewood Suites Equity Development Corporation, in a generally
southwesterly and northwesterly direction, the following courses and distances:
South 34(degrees) 04' 16" West a distance of 92.95 feet to an iron pin set;
North 55(degrees) 57' 41" West a distance of 41.00 feet to an iron pin set;
South 34(degrees) 04' 16" West a distance of 170.19 feet to an iron pin set,
said iron pin being the TRUE POINT OF BEGINNING. From the True Point of
Beginning as thus Established, thence continuing along said southeastern
boundary line of property, in a generally southwesterly direction, along the arc
of a 245.00 foot radius curve an arc distance of 59.14 feet to an iron pin set
(said arc being subtended by a chord lying to the southeast thereof, bearing
South 27(degrees) 09' 20" East and having a length of 59.00 feet); and along the
arc of a 245.00 foot radius curve an arc distance of 38.16 feet to an iron pin
set (said arc being subtended by a chord lying to the southeast thereof, bearing
South 15(degrees) 46' 41" West and having a length of 38.12 feet); thence
leaving said southeastern boundary line of property, run thence North
34(degrees) 04' 16" East a distance of 106.96 feet to an iron pin set on the
southeastern boundary line of property now or formerly owned by Homewood Suites
Equity Development Corporation, said iron pin being the TRUE POINT OF BEGINNING.
The above-described property contains 0.0163 acres and is shown as and described
according to that certain Survey prepared by Loo-Turley & Associates, P.C.,
Richard Loo, Georgia Registered Land Surveyor No. 2129, dated, June 3, 1991,
last revised June 19, 1991, which certain Survey is incorporated herein by this
reference and made a part of this description.