Case 17-00175 Doc 1 Filed 03/30/17 Entered 03/30/17 11:48:49 Document Page 1 of 22 Desc Main Fill in this information to identify your case: United States Bankruptcy Court for the: DISTRICT OF DISTRICT OF COLUMBIA Case number (if known) Chapter 11  Check if this an amended filing Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy 4/16 If more space is needed, attach a separate sheet to this form. On the top of any additional pages, write the debtor's name and case number (if known). For more information, a separate document, Instructions for Bankruptcy Forms for Non-Individuals, is available. 1. Debtor's name 2. All other names debtor used in the last 8 years Terrace Manor, LLC Include any assumed names, trade names and doing business as names 3. Debtor's federal Employer Identification Number (EIN) 45-1265603 4. Debtor's address Principal place of business Mailing address, if different from principal place of business 7605 Arlington Road, Suite 250 Bethesda, MD 20814 Number, Street, City, State & ZIP Code P.O. Box, Number, Street, City, State & ZIP Code County Location of principal assets, if different from principal place of business 3341-3353 23rd Street SE Washington, DC 20020 Number, Street, City, State & ZIP Code 5. Debtor's website (URL) 6. Type of debtor  Corporation (including Limited Liability Company (LLC) and Limited Liability Partnership (LLP))  Partnership (excluding LLP)  Other. Specify: Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 1 Case 17-00175 Debtor Doc 1 Terrace Manor, LLC Filed 03/30/17 Entered 03/30/17 11:48:49 Document Page 2 of Case 22 number (if known) Desc Main Name 7. Describe debtor's business A. Check one:  Health Care Business (as defined in 11 U.S.C. § 101(27A))       Single Asset Real Estate (as defined in 11 U.S.C. § 101(51B)) Railroad (as defined in 11 U.S.C. § 101(44)) Stockbroker (as defined in 11 U.S.C. § 101(53A)) Commodity Broker (as defined in 11 U.S.C. § 101(6)) Clearing Bank (as defined in 11 U.S.C. § 781(3)) None of the above B. Check all that apply  Tax-exempt entity (as described in 26 U.S.C. §501)  Investment company, including hedge fund or pooled investment vehicle (as defined in 15 U.S.C. §80a-3)  Investment advisor (as defined in 15 U.S.C. §80b-2(a)(11)) C. NAICS (North American Industry Classification System) 4-digit code that best describes debtor. See http://www.uscourts.gov/four-digit-national-association-naics-codes. 5311 8. Under which chapter of the Bankruptcy Code is the debtor filing? Check one:  Chapter 7  Chapter 9  Chapter 11. Check all that apply:  Debtor's aggregate noncontingent liquidated debts (excluding debts owed to insiders or affiliates) are less than $2,566,050 (amount subject to adjustment on 4/01/19 and every 3 years after that).  The debtor is a small business debtor as defined in 11 U.S.C. § 101(51D). If the debtor is a small business debtor, attach the most recent balance sheet, statement of operations, cash-flow statement, and federal income tax return or if all of these documents do not exist, follow the procedure in 11 U.S.C. § 1116(1)(B).  A plan is being filed with this petition.  Acceptances of the plan were solicited prepetition from one or more classes of creditors, in accordance with 11 U.S.C. § 1126(b).  The debtor is required to file periodic reports (for example, 10K and 10Q) with the Securities and Exchange Commission according to § 13 or 15(d) of the Securities Exchange Act of 1934. File the attachment to Voluntary Petition for Non-Individuals Filing for Bankruptcy under Chapter 11 (Official Form 201A) with this form.  The debtor is a shell company as defined in the Securities Exchange Act of 1934 Rule 12b-2.  Chapter 12 9. Were prior bankruptcy cases filed by or against the debtor within the last 8 years?  No.  Yes. If more than 2 cases, attach a separate list. 10. Are any bankruptcy cases pending or being filed by a business partner or an affiliate of the debtor? List all cases. If more than 1, attach a separate list District When Case number District When Case number  No  Yes. Debtor District Official Form 201 Relationship When Voluntary Petition for Non-Individuals Filing for Bankruptcy Case number, if known page 2 Case 17-00175 Debtor Doc 1 Terrace Manor, LLC Filed 03/30/17 Entered 03/30/17 11:48:49 Document Page 3 of Case 22 number (if known) Desc Main Name 11. Why is the case filed in this district? Check all that apply:   12. Does the debtor own or have possession of any real property or personal property that needs immediate attention? Debtor has had its domicile, principal place of business, or principal assets in this district for 180 days immediately preceding the date of this petition or for a longer part of such 180 days than in any other district. A bankruptcy case concerning debtor's affiliate, general partner, or partnership is pending in this district.  No  Yes. Answer below for each property that needs immediate attention. Attach additional sheets if needed. Why does the property need immediate attention? (Check all that apply.)  It poses or is alleged to pose a threat of imminent and identifiable hazard to public health or safety. What is the hazard?  It needs to be physically secured or protected from the weather.  It includes perishable goods or assets that could quickly deteriorate or lose value without attention (for example, livestock, seasonal goods, meat, dairy, produce, or securities-related assets or other options).  Other Where is the property? Number, Street, City, State & ZIP Code Is the property insured?  No  Yes. Insurance agency Contact name Phone Statistical and administrative information 13. Debtor's estimation of available funds . Check one:  Funds will be available for distribution to unsecured creditors.  After any administrative expenses are paid, no funds will be available to unsecured creditors. 14. Estimated number of creditors  1-49 15. Estimated Assets 16. Estimated liabilities Official Form 201  1,000-5,000  5001-10,000  10,001-25,000  25,001-50,000  50,001-100,000  More than100,000  $0 - $50,000  $50,001 - $100,000  $100,001 - $500,000  $500,001 - $1 million  $1,000,001 - $10 million  $500,000,001 - $1 billion  $1,000,000,001 - $10 billion  $10,000,000,001 - $50 billion  More than $50 billion  $0 - $50,000  $50,001 - $100,000  $100,001 - $500,000  $500,001 - $1 million  $1,000,001 - $10 million  50-99  100-199  200-999  $10,000,001 - $50 million  $50,000,001 - $100 million  $100,000,001 - $500 million  $10,000,001 - $50 million  $50,000,001 - $100 million  $100,000,001 - $500 million Voluntary Petition for Non-Individuals Filing for Bankruptcy  $500,000,001 - $1 billion  $1,000,000,001 - $10 billion  $10,000,000,001 - $50 billion  More than $50 billion page 3 Case 17-00175 Debtor Doc 1 Terrace Manor, LLC Filed 03/30/17 Entered 03/30/17 11:48:49 Document Page 4 of Case 22 number (if known) Desc Main Name Request for Relief, Declaration, and Signatures WARNING -- Bankruptcy fraud is a serious crime. Making a false statement in connection with a bankruptcy case can result in fines up to $500,000 or imprisonment for up to 20 years, or both. 18 U.S.C. §§ 152, 1341, 1519, and 3571. 17. Declaration and signature of authorized representative of debtor The debtor requests relief in accordance with the chapter of title 11, United States Code, specified in this petition. I have been authorized to file this petition on behalf of the debtor. I have examined the information in this petition and have a reasonable belief that the information is trued and correct. I declare under penalty of perjury that the foregoing is true and correct. Executed on March 30, 2017 MM / DD / YYYY X A. Carter Nowell Signature of authorized representative of debtor Title 18. Signature of attorney Printed name Managing Member of Sanford Capital LLC, Sole Member X /s/ Brent C. Strickland Date March 30, 2017 MM / DD / YYYY Signature of attorney for debtor Brent C. Strickland Printed name Whiteford, Taylor & Preston, LLC Firm name 7501 Wisconsin Avenue, Suite 700W Bethesda, MD 20814-6521 Number, Street, City, State & ZIP Code Contact phone 410-347-9402 Email address bstrickland@wtplaw.com 452880 Bar number and State Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 4 Case 17-00175 Doc 1 Filed 03/30/17 Entered 03/30/17 11:48:49 Document Page 5 of 22 Desc Main Fill in this information to identify the case: Debtor name Terrace Manor, LLC United States Bankruptcy Court for the: DISTRICT OF DISTRICT OF COLUMBIA Case number (if known)  Check if this is an amended filing Official Form 202 Declaration Under Penalty of Perjury for Non-Individual Debtors 12/15 An individual who is authorized to act on behalf of a non-individual debtor, such as a corporation or partnership, must sign and submit this form for the schedules of assets and liabilities, any other document that requires a declaration that is not included in the document, and any amendments of those documents. This form must state the individual’s position or relationship to the debtor, the identity of the document, and the date. Bankruptcy Rules 1008 and 9011. WARNING -- Bankruptcy fraud is a serious crime. Making a false statement, concealing property, or obtaining money or property by fraud in connection with a bankruptcy case can result in fines up to $500,000 or imprisonment for up to 20 years, or both. 18 U.S.C. §§ 152, 1341, 1519, and 3571. Declaration and signature I am the president, another officer, or an authorized agent of the corporation; a member or an authorized agent of the partnership; or another individual serving as a representative of the debtor in this case. I have examined the information in the documents checked below and I have a reasonable belief that the information is true and correct:         Schedule A/B: Assets–Real and Personal Property (Official Form 206A/B) Schedule D: Creditors Who Have Claims Secured by Property (Official Form 206D) Schedule E/F: Creditors Who Have Unsecured Claims (Official Form 206E/F) Schedule G: Executory Contracts and Unexpired Leases (Official Form 206G) Schedule H: Codebtors (Official Form 206H) Summary of Assets and Liabilities for Non-Individuals (Official Form 206Sum) Amended Schedule Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 20 Largest Unsecured Claims and Are Not Insiders (Official Form 204)  Other document that requires a declaration I declare under penalty of perjury that the foregoing is true and correct. Executed on X March 30, 2017 Signature of individual signing on behalf of debtor A. Carter Nowell Printed name Managing Member of Sanford Capital LLC, Sole Member Position or relationship to debtor Official Form 202 Declaration Under Penalty of Perjury for Non-Individual Debtors Software Copyright (c) 1996-2016 Best Case, LLC - www.bestcase.com Best Case Bankruptcy Case 17-00175 Doc 1 Filed 03/30/17 Entered 03/30/17 11:48:49 Document Page 6 of 22 Fill in this information to identify the case: Debtor name Terrace Manor, LLC United States Bankruptcy Court for the: DISTRICT OF DISTRICT OF COLUMBIA Case number (if known): Desc Main  Check if this is an amended filing Official Form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 20 Largest Unsecured Claims and Are Not Insiders 12/15 A list of creditors holding the 20 largest unsecured claims must be filed in a Chapter 11 or Chapter 9 case. Include claims which the debtor disputes. Do not include claims by any person or entity who is an insider, as defined in 11 U.S.C. § 101(31). Also, do not include claims by secured creditors, unless the unsecured claim resulting from inadequate collateral value places the creditor among the holders of the 20 largest unsecured claims. Name of creditor and Name, telephone number Nature of claim complete mailing address, and email address of (for example, trade including zip code creditor contact debts, bank loans, professional services, and government contracts) Indicate if claim is contingent, unliquidated, or disputed Amount of claim If the claim is fully unsecured, fill in only unsecured claim amount. If claim is partially secured, fill in total claim amount and deduction for value of collateral or setoff to calculate unsecured claim. Total claim, if Deduction for value Unsecured claim partially secured of collateral or setoff Bathroom Resurface Services Inc 7509 Nanjemoy Drive Brandywine, MD 20613 Brandon Clay 2270 Savannah Street, SE Apt 301 Washington, DC 20020 Central Wholesalers 13401 Virginia Manor Road Laurel, MD 20707 Cheryl Burrell 2270 Savannah Street, SE Apt 202 Washington, DC 20020 CT Corporation PO Box 4349 Carol Stream, IL 60197-4349 David Sellers 2270 Savannah Street, SE Apt 201 Washington, DC 20020 DC Dept. of Consumer and Reg. Affairs 1100 4th Street, SW Washington, DC 20024 Official form 204 $1,200.00 $0.00 $922.45 $0.00 $294.00 $0.00 $90.00 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 20 Largest Unsecured claims Software Copyright (c) 1996-2016 Best Case, LLC - www.bestcase.com page 1 Best Case Bankruptcy Case 17-00175 Debtor Doc 1 Filed 03/30/17 Entered 03/30/17 11:48:49 Document Page 7 of 22 Desc Main Case number (if known) Terrace Manor, LLC Name Name of creditor and Name, telephone number Nature of claim complete mailing address, and email address of (for example, trade including zip code creditor contact debts, bank loans, professional services, and government contracts) Indicate if claim is contingent, unliquidated, or disputed Amount of claim If the claim is fully unsecured, fill in only unsecured claim amount. If claim is partially secured, fill in total claim amount and deduction for value of collateral or setoff to calculate unsecured claim. Total claim, if Deduction for value Unsecured claim partially secured of collateral or setoff DC Office of Tax and Revenue PO Pox 96165 Washington, DC 20090-6165 DC Water and Sewer Authority 5000 Overlook Avenue, SW Washington, DC 20032 District of Columbia Housing Authority 1133 N Capitol Street, NE Washington, DC 20002 District of Columbia Treasurer 1100 4th Street, SW Suite e500 Washington, DC 20024 Doretta Toomer 3347 23rd Street, SE Apt 201 Washington, DC 20020 FH Star Painting Services 10531 Deakins Hall Drive Hyattsville, MD 20783 Greenstein, DeLorme & Luchs P.C. 1620 L Street, NW Suite 900 Washington, DC 20036-5605 Hessler & Associates 1313 F Street, NW Washington, DC 20004 KattenMuchinRosen man LLP 2020 K Street, NW North Tower Washington, DC 20007-5118 Official form 204 $13,364.94 $0.00 $695.00 $1,500.00 $0.00 $641.00 $472.50 $7,541.15 $15,019.25 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 20 Largest Unsecured claims Software Copyright (c) 1996-2016 Best Case, LLC - www.bestcase.com page 2 Best Case Bankruptcy Case 17-00175 Debtor Doc 1 Filed 03/30/17 Entered 03/30/17 11:48:49 Document Page 8 of 22 Desc Main Case number (if known) Terrace Manor, LLC Name Name of creditor and Name, telephone number Nature of claim complete mailing address, and email address of (for example, trade including zip code creditor contact debts, bank loans, professional services, and government contracts) Indicate if claim is contingent, unliquidated, or disputed Amount of claim If the claim is fully unsecured, fill in only unsecured claim amount. If claim is partially secured, fill in total claim amount and deduction for value of collateral or setoff to calculate unsecured claim. Total claim, if Deduction for value Unsecured claim partially secured of collateral or setoff kmG Hauling P.O. Box 650821 Potomac Falls, VA 20165 Millers Mutual Group 805 North Front Street Harrisburg, PA 17102 Oakmont Management Group 7605 Arlington Road Suite 250 Bethesda, MD 20814 Realpage PO Box 671777 Dallas, TX 75267-1777 Official form 204 $616.98 $6,959.50 $73,200.00 $213.16 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 20 Largest Unsecured claims Software Copyright (c) 1996-2016 Best Case, LLC - www.bestcase.com page 3 Best Case Bankruptcy Case 17-00175 Doc 1 Filed 03/30/17 Entered 03/30/17 11:48:49 Document Page 9 of 22 Desc Main United States Bankruptcy Court District of District of Columbia In re Terrace Manor, LLC Debtor(s) Case No. Chapter 11 LIST OF EQUITY SECURITY HOLDERS Following is the list of the Debtor's equity security holders which is prepared in accordance with rule 1007(a)(3) for filing in this Chapter 11 Case Name and last known address or place of business of holder Sanford Capital, LLC 7272 Wisconsin Ave, #325 Bethesda, MD 20814 Security Class Number of Securities 100% Kind of Interest Membership DECLARATION UNDER PENALTY OF PERJURY ON BEHALF OF CORPORATION OR PARTNERSHIP I, the Managing Member of Sanford Capital LLC, Sole Member of the corporation named as the debtor in this case, declare under penalty of perjury that I have read the foregoing List of Equity Security Holders and that it is true and correct to the best of my information and belief. Date March 30, 2017 Signature A. Carter Nowell Penalty for making a false statement of concealing property: Fine of up to $500,000 or imprisonment for up to 5 years or both. 18 U.S.C. §§ 152 and 3571. Sheet 1 of 1 in List of Equity Security Holders Software Copyright (c) 1996-2016 Best Case, LLC - www.bestcase.com Best Case Bankruptcy • • Case 17-00175 Doc 1 Filed 03/30/17 Entered 03/30/17 11:48:49 Document Page 10 of 22 Desc Main United States Bankruptcy Court District of District of Columbia In re Terrace Manor, LLC Debtor(s) Case No. Chapter 11 LIST OF CREDITORS AND MAILING MATRIX 1. The attached list, serving both as the list required by Rule 1007(a)(1) of the Federal Rules of Bankruptcy Procedure and as the mailing matrix required by the court's local Bankruptcy Rules, consists of 2. 4 pages and a total of 33 entities listed. The attached list contains a true and correct name and address of: each of my creditors (those entities required to be scheduled on Schedules D, E, and F, the Schedules of Creditors Holding Claims, in this case), each of the parties required to be listed on Schedule G Executory Contracts and Unexpired Leases, that is, the parties other than myself, to any unexpired lease of real or personal property to which I am a party; 1 of 2 Software Copyright (c) 1996-2016 Best Case, LLC - www.bestcase.com Best Case Bankruptcy Case 17-00175 • Doc 1 Filed 03/30/17 Entered 03/30/17 11:48:49 Document Page 11 of 22 Desc Main each entity required to be listed on Schedule H - Codebtors (any entity, other than my spouse in a joint case, that is also liable on any debts owed to any of my listed creditors, including all guarantors and co-signers). I declare under penalty of perjury that the foregoing is true and correct. Date: March 30, 2017 A. Carter Nowell/Managing Member of Sanford Capital LLC, Sole Member Signer/Title 2 of 2 Software Copyright (c) 1996-2016 Best Case, LLC - www.bestcase.com Best Case Bankruptcy Case 17-00175 Doc 1 Filed 03/30/17 Entered 03/30/17 11:48:49 Document Page 12 of 22 x a M s A o t i d e r C { 1 k b } Bathroom Resurface Services Inc 7509 Nanjemoy Drive Brandywine, MD 20613 Brandon Clay 2270 Savannah Street, SE Apt 301 Washington, DC 20020 Central Wholesalers 13401 Virginia Manor Road Laurel, MD 20707 Cheryl Burrell 2270 Savannah Street, SE Apt 202 Washington, DC 20020 CT Corporation PO Box 4349 Carol Stream, IL 60197-4349 David Sellers 2270 Savannah Street, SE Apt 201 Washington, DC 20020 DC Dept. of Consumer and Reg. Affairs 1100 4th Street, SW Washington, DC 20024 DC Office of Tax and Revenue PO Pox 96165 Washington, DC 20090-6165 DC Water and Sewer Authority 5000 Overlook Avenue, SW Washington, DC 20032 Desc Main Case 17-00175 Doc 1 Filed 03/30/17 Entered 03/30/17 11:48:49 Document Page 13 of 22 District of Columbia Housing Authority 1133 N Capitol Street, NE Washington, DC 20002 District of Columbia Treasurer 1100 4th Street, SW Suite e500 Washington, DC 20024 Doretta Toomer 3347 23rd Street, SE Apt 201 Washington, DC 20020 EagleBank 7830 Old Georgetown Road 3rd Floor Bethesda, MD 20814-2432 EagleBank c/o The Corporation Trust 351 West Camden Street Baltimore, MD 21201-7912 Ernestine Turner 3345 23rd Street, SE Apt 201 Washington, DC 20020 Exelon Corporation c/o Corporate Creations Network Inc., RA 1629 K Street, NW, #300 Washington, DC 20006 FH Star Painting Services 10531 Deakins Hall Drive Hyattsville, MD 20783 Desc Main Case 17-00175 Doc 1 Filed 03/30/17 Entered 03/30/17 11:48:49 Document Page 14 of 22 Greenstein, DeLorme & Luchs P.C. 1620 L Street, NW Suite 900 Washington, DC 20036-5605 Hessler & Associates 1313 F Street, NW Washington, DC 20004 KattenMuchinRosenman LLP 2020 K Street, NW North Tower Washington, DC 20007-5118 kmG Hauling P.O. Box 650821 Potomac Falls, VA 20165 Mary James 3353 23rd Street, SE Apt 101 Washington, DC 20020 Mary Moore 3341 23rd Street, S.E. Apt 101 Washington, DC 20020 Mary Shuler 3349 23rd Street, SE Apt 201 Washington, DC 20020 Millers Mutual Group 805 North Front Street Harrisburg, PA 17102 Desc Main Case 17-00175 Doc 1 Filed 03/30/17 Entered 03/30/17 11:48:49 Document Page 15 of 22 Monica Jackson 3373 23rd Street, SE Apt 301 Washington, DC 20020 Oakmont Management Group 7605 Arlington Road Suite 250 Bethesda, MD 20814 Pamela Jackson 3371 23rd Street, SE Apt 301 Washington, DC 20020 Pepco c/o Corporate Creations Network Registered Agent 1629 K Street, NW, #300 Washington, DC 20006 Realpage PO Box 671777 Dallas, TX 75267-1777 Robert Wright/Samantha Redman 2270 Savannah Street, SE Apt 102 Washington, DC 20020 Rodney Lynch 3373 23rd Street, SE Apt 202 Washington, DC 20020 Tonia Palmer 3349 23rd Street, SE Apt 202 Washington, DC 20020 Desc Main Case 17-00175 Doc 1 Filed 03/30/17 Entered 03/30/17 11:48:49 Document Page 16 of 22 Desc Main United States Bankruptcy Court District of District of Columbia In re Terrace Manor, LLC Debtor(s) Case No. Chapter 11 CORPORATE OWNERSHIP STATEMENT (RULE 7007.1) Pursuant to Federal Rule of Bankruptcy Procedure 7007.1 and to enable the Judges to evaluate possible disqualification or recusal, the undersigned counsel for Terrace Manor, LLC in the above captioned action, certifies that the following is a (are) corporation(s), other than the debtor or a governmental unit, that directly or indirectly own(s) 10% or more of any class of the corporation's(s') equity interests, or states that there are no entities to report under FRBP 7007.1: Sanford Capital, LLC 7272 Wisconsin Ave, #325 Bethesda, MD 20814  None [Check if applicable] March 30, 2017 /s/ Brent C. Strickland Date Brent C. Strickland 452880 Signature of Attorney or Litigant Counsel for Terrace Manor, LLC Whiteford, Taylor & Preston, LLC 7501 Wisconsin Avenue, Suite 700W Bethesda, MD 20814-6521 410-347-9402 Fax:410-223-4302 bstrickland@wtplaw.com Software Copyright (c) 1996-2016 Best Case, LLC - www.bestcase.com Best Case Bankruptcy Case 17-00175 Doc 1 Filed 03/30/17 Entered 03/30/17 11:48:49 Document Page 17 of 22 Desc Main IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF COLUMBIA In re: Terrace Manor, LLC, Debtor. ) ) ) ) ) ) ) ) ) Case No.: 17-_____ Chapter 11 CORPORATE RESOLUTION I, A. Carter Nowell, being the duly authorized manager of Sanford Capital, LLC, the sole member of Terrace Manor, LLC, a limited liability company organized under the laws of the State of Delaware (the “Company”), do hereby certify that the resolutions attached hereto as Exhibit A were duly adopted by unanimous consent of all members of the Company at a meeting held on March 30, 2017, which resolutions have not been amended, modified or rescinded and remain in full force and effect. IN WITNESS WHEREOF, I have signed this certificate and affixed the corporate seal thereto on March 30, 2017. By: A. Carter Nowell Title: Manager, Sanford Capital, LLC, Sole Member Case 17-00175 Doc 1 Filed 03/30/17 Entered 03/30/17 11:48:49 Document Page 18 of 22 Desc Main EXHIBIT A RESOLUTION OF ACTION OF TERRACE MANOR, LLC WHEREAS, the Members of Terrace Manor, LLC (the “Company”) have determined that it is desirable and in the best interest of the Company, its creditors, stockholders, and/or members and other interested parties, that the Company file a voluntary petition for relief under chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”). NOW, THEREFORE, BE IT RESOLVED, that the filing by the Company of a voluntary petition for relief under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Columbia, or such other appropriate venue (the “Bankruptcy Court”), be, and it hereby is, authorized and approved; and it is further RESOLVED, that A. Carter Nowell (the “Manager”) be, and hereby is, authorized and empowered, in the name of the Company, to execute and verify a petition for relief under chapter 11 of the Bankruptcy Code and to cause the same to be filed with the Bankruptcy Court at such time as the Manager shall determine; and it is further RESOLVED, that the Manager of the Company, and such other Agent as he shall from time to time designate (each a “Representative”), be, and each of them hereby is, authorized to execute and file on behalf of the Company all petitions, schedules, lists, documents, pleadings and other papers and to take any and all action that they may deem necessary or proper in connection with the bankruptcy case of the Company; and it is further RESOLVED, that each Representative be, and each of them hereby is, authorized and directed to retain the law firm Whiteford, Taylor & Preston, LLP to render legal services to and to represent the Company in connection with such bankruptcy case and other related matters in connection therewith, upon such terms and conditions as such Agent shall approve; and it is further RESOLVED, that each Representative be, and each of them hereby is, authorized to retain such other professionals as they deem necessary and appropriate to represent, assist, or consult with the Company during the bankruptcy case; and it is further RESOLVED, that each Representative be, and each of them hereby is, authorized and directed to take any and all further actions and to execute and deliver any and all further instruments and documents and pay all expenses (subject to Bankruptcy Court approval, where required), in each case as in their judgment shall be necessary or desirable in order to fully carry out the intent and accomplish the purpose of the resolutions adopted herein; and it is further RESOLVED, that all acts lawfully done or actions lawfully taken by any and each Representative, which are necessary to effectuate the intent of the resolutions adopted herein, are hereby in all respects ratified, confirmed, and approved. Case 17-00175 Doc 1 Filed 03/30/17 Entered 03/30/17 11:48:49 Document Page 19 of 22 Desc Main This 30th day of March 2017, the Members of the Company have set their hand adopting the foregoing resolutions, By: A. Carter Nowell Title: Manager, Sanford Capital, LLC, Sole Member 2203974 2 Case 17-00175 Doc 1 Filed 03/30/17 Entered 03/30/17 11:48:49 Document Page 20 of 22 Desc Main IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF COLUMBIA In re: Terrace Manor, LLC, Debtor. ) ) ) ) ) ) ) ) ) Case No.: 17-_____ Chapter 11 DISCLOSURE OF COMPENSATION Whiteford, Taylor & Preston LLP (“WTP”), proposed counsel to Terrace Manor, LLC, debtor and debtor-in-possession (the “Debtor”) in the above-captioned case, files this Disclosure of Compensation pursuant to 11 U .S.C. § 329(a) and Fed. Bankr. P. 2016(b). 1. Compensation paid or agreed to be paid to WTP within one year of the filing of the petition for services rendered or to be rendered on behalf of the Debtor in connection with this bankruptcy case is as follows: a. Prior to the filing of this statement WTP received $25,000.00 from Sanford Capital, LLC, the sole member of the Debtor, for prepetition work and expenses related to the preparation and filing of this case and the possible filing of bankruptcy cases for certain affiliates of the Debtor. b. WTP is not owed any amounts by the Debtor for services rendered to the Debtor or expenses incurred on behalf of the Debtor prior to the petition date. c. WTP has agreed to be compensated on an hourly basis for work performed after the filing of the petition in connection with this case based upon the time spent and the customary hourly rates of WTP in rendering professional services to the Debtor. 2. The source of the compensation previously paid to WTP was Sanford Capital, LLC, the sole member of the Debtor. 3. The source of compensation to be paid to WTP for services rendered after the petition date will be the Debtor, subject to the approval of the Bankruptcy Court. Case 17-00175 4. Doc 1 Filed 03/30/17 Entered 03/30/17 11:48:49 Document Page 21 of 22 Desc Main WTP has not shared or agreed to share any compensation received or to be received in this case with any other person. 5. In return for the above-disclosed fees, WTP has agreed to render legal service for all aspects of the bankruptcy case, including: (a) Analysis of the debtor' s financial situation, and rendering advice to the debtor in determining whether to file a petition in bankruptcy; (b) Preparation and filing of any petition, schedules, statements of affairs and plan which may be required; (c) Representation of the debtor at the meeting of creditors and confirmation hearing, and any adjourned hearings thereof; and (d) Representation of the debtor in adversary proceedings and other contested bankruptcy matters. Dated: March 30, 2017 Respectfully submitted, /s/ Brent C. Strickland WHITEFORD, TAYLOR & PRESTON, L.L.P. Brent C. Strickland, Bar No. 452880 7501 Wisconsin Avenue Suite 700W Bethesda, Maryland 20814-6521 410.347.9402 Fax: 410.223.4302 Email: bstrickland@wtplaw.com Christopher A. Jones, Esquire 3190 Fairview Park Drive, Suite 300 Falls Church, Virginia 22042 Phone: 703.280.9263 Fax: 703.280.894 Email: cajones@wtplaw.com Proposed Counsel for the Debtor Case 17-00175 Doc 1 Filed 03/30/17 Entered 03/30/17 11:48:49 Document Page 22 of 22 Desc Main CERTIFICATE OF SERVICE I certify that on March 30, 2017, copies of the foregoing pleading were served electronically to all parties receiving electronic notices pursuant to the Court’s cm/ecf system. /s/ Brent C. Strickland Brent C. Strickland