PROJECT DEVELOPMENT AND MANAGEMENT AGREEMENT FOR BALLENGER RUN PUD
Exhibit 10.9
PROJECT DEVELOPMENT
AND MANAGEMENT AGREEMENT FOR
XXXXXXXXX RUN PUD
THIS
PROJECT DEVELOPMENT AND MANAGEMENT AGREEMENT (the
“Agreement”) is made as of this 25th day of February,
2015, by and between MacKenzie Development Company, LLC
(“MacKenzie”) and Cavalier Development Group, LLC
(“Cavalier”) (together MacKenzie and Cavalier are
referred to as the “Developers”) and SeD Maryland
Development, LLC (the “Owner”).
EXPLANATORY STATEMENT
The
Owner is the contract purchaser of the Project (hereinafter
defined). The Owner has requested that the Developers work together
to provide various services relating to the development,
construction and sale of the Project. Developers are jointly
willing to provide such services upon the terms and conditions
hereinafter set forth.
NOW,
THEREFORE, in consideration of the mutual covenants hereinafter set
forth and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and in consideration
of the Explanatory Statement, which shall be deemed to be a part of
this Agreement, the parties hereto do hereby covenant, agree,
represent, and warrant as follows:
1.
Project.
The
Project consists of approximately 197± acres of developable
land zoned PUD located in Xxxxxxxxx County, Maryland. The property
is further defined as “Xxxxxxxxx Run PUD” identified as
Parcels 53, 54 and 243 on Tax Map 86. The Project has conditional
Phase II approvals for the subdivision of 443 residential lots plus
remainder parcels dedicated for multi-family development, parkland,
a schools site and amenity space.
2.
Services To Be Provided By
Developers.
Owner
hereby employs Developers, and Developers hereby accept the
employment by Owner, to provide various Services for the
development, construction and sale of the Project. These Services
include all reasonable tasks necessary to timely develop, construct
and sell the Project in accordance with Owner’s goals. A list
of these Services is attached hereto as Exhibit A (the
“Services”). The Developers agree to provide these
Services pursuant to the terms of this Agreement. The Developers
will represent the Owner in all matters related to the Project.
Xxxxxx X. Xxxxxxxx Xx. of XxxXxxxxx will act as the primary point
of contact for the Owner and as the “owner’s
representative”. Xxxxxxx X. Xxxx of Cavalier will act as the
primary on-site manager and local Xxxxxxxxx County
specialist.
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3.
Term.
The
term of this Agreement and the employment of Developers by Owner
pursuant hereto shall be for an initial term of seventy-eight (78)
months and shall commence as of the execution of this Agreement.
The parties understand and agree that the initial term represents
the Owner’s estimate of the completion time for the Project.
If the Project cannot be completed prior to the end of the initial
term, then the parties may agree to extend the term and the monthly
fees paid hereunder by an amendment to this Agreement.
4.
Compensation for
Services.
In
consideration for the Services to be rendered by Developers, Owner
agrees to pay to Developers the following fees:
a.
A preliminary
development fee (“Pre-Development Fee”) of $22,000 per
month for the development entitlement work required to obtain
unconditional approval of the improvements plans for the first
phase of the Project. It is projected by the Owner it will take
seven (7) months to obtain such approvals. The first monthly
Pre-Development Fee shall be paid upon the execution of this
Agreement and shall be paid monthly for the first seven (7) months
of the initial term of this Agreement.
b.
Subsequent to the
payment of the last monthly Pre-Development Fee, a development fee
(“Development Fee”) of $14,667 per month for the land
development and project management of the Project. The monthly
Development Fee shall be paid one month after the last payment of
the Pre-Development Fee. The monthly Development Fee shall be paid
through the month that the last of all the single-family and
townhome lots have been sold and settled to third party purchasers.
It is projected by the Owner that it will take seventy (70) months
from the date of execution of this Agreement sell and settle all
such lots.
c.
Subsequent to the
payment of the last monthly Development Fee, a close-out fee
(“Close-Out Fee”) of $11,000 per month for the
close-out of the Project and the release of guarantees and
securities as required by the government authorities. Close-out
shall be deemed complete at such time as the Developers are able to
cause the release of any and all guaranties or posted securities or
bonds provided by the Owner to develop the Project. It is projected
by the Owner that it will take eight (8) months after the sale and
settlement of the last lot provided for under 4(b) above to
close-out the Project.
d.
A fee of $1,200 per
every single-family lot sold and settled to a third party. This fee
shall be paid to the Developers at the time of settlement and shall
be paid from the lot settlement proceeds.
e.
A fee of $500 for
every townhouse lot sold and settled to a third party. This fee
shall be paid to the Developers at the time of settlement and shall
be paid from the lot settlement proceeds.
f.
A fee of $50,000
for every multi-family parcel or lot sold and settled to a third
party. This fee shall be paid to the Developer at the time of
settlement and shall be paid from the parcel settlement proceeds.
Developers and Owner acknowledge that presently there are two (2)
multi-family parcels which are part of the Project; a 210±
unit multi-family parcel and a 200± unit CCRC parcel. The
Owner shall pay this fee to the Developers so long as settlement of
the parcel(s) occurs within ten (10) years of the execution of this
Agreement and regardless of the expiration of the initial term of
this Agreement.
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The
Owner acknowledges that the fees payable by Owner herein are fair
and reasonable for the services provided by the Developers
hereunder. Developers will submit separate monthly invoices to the
Owner on or about the 1st day of each month
for the monthly fees and the Owner shall make payment on the
monthly invoice no later than the 10th day of each month
following the initial payment. Lot settlement fees are due at the
time of settlement of each lot or parcel as described above. All
unpaid invoices are subject to 1.0% interest per month on the
balance due. Developers will be permitted to allocate monthly fees
and lot settlement fees between MacKenzie and Cavalier and submit
separate monthly invoices to be paid directly by the Owner.
Reimbursable expenses will be billed at cost plus 15% and include,
but are not limited to, print reproduction, mileage outside of
Xxxxxxxxx County or outside of Developers’ normal commute
from its office to the Project, postage or commercial delivery
fees, parking fees, or any other expense reasonably related to
Developers’ services. Developers will take reasonable efforts
to keep all reimbursable expenses to a minimum.
5.
Costs and
Expenses.
Developers shall
have no responsibility whatsoever for the payment of any costs
incurred in connection with the development of the Project
(including architectural, engineering, legal and construction costs
and fees). All such costs and charges shall be borne solely by
Owner. Developers shall be responsible for its own overhead
expenses incurred in the pursuit of its obligations under this
Agreement.
6.
Owner’s
Responsibility.
Owner
hereby agrees that it shall cooperate with Developers in expediting
the development of the Project. Xxxxxxx X.X. XxxXxxxxx, or his
designee, is hereby recognized as the authorized representative of
Owner in making all decisions related to the Project and in
executing all documents on behalf of Owner in connection with the
Project and this Agreement. Developers shall, at all times during
the term of this Agreement, keep Owner fully advised on the
progress of development of the Project.
7.
Liability
Insurance.
Owner
shall keep in full force and effect, at its expense, so long as
this Agreement remains in effect, public liability insurance with
respect to the Property, naming Developers as an additional
insured, with minimum limits of $1,000,000 on account of bodily
injuries or death and $1,000,000 for property damage; and such
policy or policies of insurance shall contain a provision that they
will not be modified or canceled except upon at least thirty (30)
days’ advance written notice to Developers; and a copy of
such policy or policies shall be delivered to Developers by Owner
promptly following the execution of this Agreement.
8.
Indemnification.
(a)
Developers hereby
agree to indemnify and save Owner harmless from and against any and
all claims, actions, damages, losses and expense of any kind
whatsoever (including reasonable attorneys’ fees) arising out
of or in connection with the negligent or willful acts and
omissions of Developers, its employees and agents with respect to
the performance of their respective obligations and duties
hereunder.
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(b)
Owner hereby agrees
to indemnify and save Developers harmless from and against any and
all claims, actions, damages, losses and expenses of any kind
whatsoever (including reasonable attorneys’ fees) arising out
of or in connection with Owner’s negligent or willful acts
and omissions in connection with the development and construction
of the Project.
9.
Termination.
This
Agreement may be terminated as follows:
(a)
Owner may terminate
this Agreement immediately for cause. “For cause” means
Owner has demonstrable evidence of either (i) fraud committed by
Developers, (ii) insubordination by Developers, or (iii) repeated
failure by Developers to meet reasonable deadlines, if and only if
the failure to meet deadlines is within the reasonable control of
the Developers. Events caused by nature or acts of God, even if
anticipated by the parties, are deemed outside the reasonable
control of the Developers. If Owner terminates this Agreement for
cause, Owner shall within ten days pay any remaining balance of the
monthly fee and per lot fee earned to date, as
applicable.
(b)
Owner may terminate
this Agreement for reasons other than cause with 30 days written
notice to Developers. If this agreement is terminated for reasons
other than for cause, within 30 days of the termination date, Owner
shall pay (i) any remaining balance of the monthly fee and per lot
fee earned to date, (ii) any outstanding reimbursable expenses, and
(iii) a fee of $100,000 representing an early termination
fee.
(c)
Developers man
terminate this Agreement immediately in the event of failure of the
Owner to pay Developer any of the compensation under Section 4
hereof.
10.
Notices. All notices, demands,
requests, consents, or approvals required or permitted under this
Agreement to be in writing shall be deemed to have been properly
given if and when mailed by certified mail, return receipt
requested, postage prepaid, or by electronic mail
(“Email”), at the following addresses indicated for
each party:
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(a) if to
Owner:
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c/o
Xxxxxxx X.X. XxxXxxxxx
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000
Xxxxx Xxxxxx, Xxxxx 000
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Xxxxxxxxx,
XX 00000
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xxxxxxxxxx@xxxxxxxxxxxxxxx.xxx
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(b) and if to
Mackenzie:
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MacKenzie
Development Company, LLC
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0000
Xxxx Xxxxx Xxxx, Xxxxx 000
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Xxxxxxxxxxx,
Xxxxxxxx 00000
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Attn:
Xxxxxx X. Xxxxxxxx, Xx.
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xxxxxxxxxx@xxxxxxxxxxxxxxxxxxx.xxx
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(c) and if to
Cavalier:
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Cavalier
Development Group, LLC
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0000
Xxx Xxxxxx 0 Xxxx
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Xxxxxxxxxxxx,
XX 00000
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Attn:
Xxxxxxx X. Xxxx
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xxxxx@xxxxxx.xxx
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(d) such other
addresses by any party to the other parties by notice in
writing pursuant to the provisions of this Section.
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11.
Governing Law. This Agreement
shall be governed by, and shall be construed, in accordance with
the laws of the State of Maryland.
12.
Burden; Benefit. This Agreement
shall be binding upon, and shall inure to the benefit of, the
parties hereto and, except as stated herein to the contrary, their
successors and assigns.
13.
Gender. As provided herein and
as the context requires, the masculine gender shall be deemed the
feminine and neuter genders and vice versa; and the singular shall
be deemed to include the plural and vice versa.
14.
Relationship. Nothing contained
in this Agreement shall be construed to create a relationship of
employer and employee between Developers and Owner, it being the
intent of the parties hereto that the relationship created hereby
is, in fact and intent, that of an independent contractor. Nothing
contained herein shall be deemed to constitute Owner and Developers
as partners or joint ventures. Furthermore, Developers hereby
certify that Xxxxxxx X.X. XxxXxxxxx is not an officer, member or
employee of Developers or MacKenzie Development Company, LLC and in
no way receives any compensation, fees or equity from
Developers.
15.
Severability. If any provision
of this Agreement or application to any part or circumstances shall
be determined by any court of competent jurisdiction to be invalid
and unenforceable to any extent, the remainder of this Agreement or
the application of such provision to such personal circumstances,
other than those as to which it is so determined invalid or
unenforceable, shall not be affected thereby, and each provision
hereof shall be valid and shall be enforced to the fullest extent
permitted by law.
[Signatures
follow on next page]
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IN
WITNESS WHEREBY, the parties hereto have executed this Agreement as
of the day and year first above written.
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WITNESS:
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MacKenzie
Development Company, LLC
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By: /s/ Xxxxxx X. Xxxxxxxx,
Xx (SEAL)
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Xxxxxx X. Xxxxxxxx,
Xx., Vice President
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WITNESS:
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Cavalier
Development Group, LLC
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By: /s/
Xxxxxxx
X. Xxxx (SEAL)
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Xxxxxxx X. Xxxx,
Manager
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WITNESS:
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SeD Maryland
Development, LLC
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Inter-American
Development, its Manager
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By: /s/ Xxxxxxx X. X.
XxxXxxxxx (SEAL)
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Xxxxxxx X. X.
XxxXxxxxx, Chief Development Officer
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EXHIBIT A
JOINT PROJECT DEVELOPMENT AND MANAGEMENT SERVICES
The
role of the Developers is to act as the “Owner’s
Representative” in the development, construction and sale of
the Project. The Developers will act with integrity and honesty and
will use all commercially reasonable efforts to maximize the
investment objectives of the Owner. The Developers will perform all
reasonable tasks as necessary to this end including but not limited
to the following:
1.
Reporting: Report to the Owner
on the status of the Project through formal scheduled reports and
on an informal basis as the Owners requests. Maintain an updated
proforma, budgets and schedule for the Project reflecting current
conditions. Represent the Owner at all Project meetings. Provide
all necessary paperwork for monthly lender draws and letters of
credits as needed.
2.
Financing
Assistance: Work
with Owner’s selected capital broker and lending institutions
to facilitate financing for the Project. Furnish required
underwriting and due diligence documents to lenders, review and
recommend underwriting assumptions, facilitate closing by providing
required land development documents and managing the Project
according to the terms and conditions of the loan documents.
Provide ongoing compliance reporting to lender and its selected
inspectors and auditors.
3.
Engineering and Development
Entitlements: Manage the civil engineering process to ensure
the timely and accurate completion of all required development
approvals and entitlements for each phase of construction. Ensure
the recordation of the subdivision plats and secure all required
permits, variances, public works agreements and approvals from
Town, County, State or Federal levels (including the stream
crossing). Provide value engineering along with the general
contractor, geo-tech and environmental consultants. Coordinate the
ongoing civil engineer and geo-tech engineer involvement during the
construction process and through close out. Represent Owner at all
public meetings and meetings with government staff and elected
officials.
4.
Dry Utilities and Amenities:
Coordinate efficient and timely installation of all dry utilities
(electric, gas, cable, etc.) with local gas, electric, cable and
phone providers. Oversee the engineering and construction of all
amenities including the clubhouse, pool, entrance monuments, street
lights, street trees, signage, reforestation, walking paths, parks,
playgrounds and cluster mailboxes. Marketing support will be
required for the design of amenities such as the clubhouse, entry
monuments and signage and is typically provided by the homebuilder
or an outside marketing firm.
5.
Construction: Conduct the
bidding process for all contractor work, recommend contractors to
the Owner and supervise all contractor work including that of the
general contractor. In association with Owner’s attorney,
negotiate and review building contracts with contractor to clearly
define construction responsibilities in order to minimize conflicts
in the field. Manage contractors to ensure fair pricing, quality
control and timely delivery of lots. Problem-solve all contractor
issues that may arise during construction (e.g. constructability
issues, scheduling issues, third-party claims, change order
negotiation, subcontractor disputes, lien actions, cost overruns).
Ensure compliance with all permits and regulatory requirements
including State discharge permits and erosion control
permits.
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6.
Home Owners Association: Along
with Owner’s selected attorney, establish the required Home
Owners Association (“HOA”) and ensure its compliance
with the NVR lot purchase agreements. Act as HOA leadership and as
an Architectural Review Committee member until the association is
turned over to the residents at the required time. Represent Owner
at all HOA meetings and votes. Make recommendations for Owner to
hire a professional property management company to run the HOA
under Developers’ direction and supervision. The management
company will handle billing, collections, routine architectural
requests, conduct regular homeowners meetings and other daily
management duties. Fees for the management company are not a part
of this Agreement.
7.
Off-Site Requirements:
Coordinate all off-site development requirements for the Project
including the acquisition of required right-of-ways, the
construction improvements to Xxxxxxxxx Creek Xxxx and negotiation
and payment of all fees-in-lieu required by governmental
authorities (medium priced dwelling units, school construction
fees, road escrow payments, etc.). Along with Owner’s
selected attorney oversee the negotiations with the Xxxxxxxxx
County Board of Education for the dedication of a school site and
the acquisition of an easement to Phase 4.
8.
Close-Out: Manage the close-out
process which includes dedicating all roads to the County or HOA,
obtaining certification and inspection of all stormwater management
devices, insuring compliance with all reforestation and landscaping
requirements, and ultimately obtaining a full release from all
permits and all posted construction bonds and letters of credit and
release from improvements imposed under all public works
agreements.
9.
LPA Compliance: Manage the lot
purchase agreements (“LPAs”) with NVR, Inc. and develop
and maintain the Project in compliance with the LPAs. Enforce
Owner’s rights under the LPAs and monitor lot purchase pace
and price. At Owner’s request, act as Owner’s agent to
settle all lots purchased under the LPAs. Design lot phasing
schedules to meet the timelines under the LPAs.
10.
Multi-Family Parcels: Assist
Owner’s selected broker with the marketing and sale of the
multi-family parcels to third parties including assemblage of
marketing materials, due diligence facilitation and entitlement
consultation. Coordinate construction with future multi-family
parcel purchasers.
11.
Costs Approvals: Review,
approve and code all invoices and costs for the Project and advise
Owner on the sufficiency and administration of all contracts
related to the Project. Solicit proposals for all contracted work
and recommend contractors to Owner for hire. Basic accounting for
the project will be the responsibility of the Owner.
12.
Manage Consultants: Manage all
consultants and contractors throughout the Project including
general contractors, subcontractors, landscapers, property
management companies, accountants, attorneys, engineers, geo-techs,
consultants, etc.
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13.
Other: Any other reasonable
development services requested by the Owner or required to complete
the Project in accordance with the development plan and necessary
to maximize the value of the Project for the Owner.
Please
note that some of the above Services require the assistance of a
local real estate attorney. Developers are not attorneys and any
tasks which must be performed by an attorney are not included in
the scope of the Services. Developers will recommend attorneys to
the Owner and work with the Owner’s selected attorney(s) to
complete the Services requiring legal assistance.
Additionally,
marketing responsibilities are not included in the scope of the
Services provided by the Developers. Many times the marketing
responsibilities are handled by the homebuilder and we recommend
that option for this Project. Developers will assist in all aspects
of marketing that relate to land development and will provide
recommendation whenever proposals are presented. This would include
review of community brochures, entry monument and clubhouse design
and signage.
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MacKenzie Development Company, LLC
Qualifications
MacKenzie
Development Company, LLC is development subsidiary of the MacKenzie
Companies, a full-service real estate firm focused on Maryland.
Together with its sister company, MacKenzie Communities, LLC,
MacKenzie has been developing residential and commercial projects
in and around the Baltimore Metro markets for over 45 years. We
develop projects for our own account and offer our development
services to select third parties for a fee. Not only are we experts
in land development but we also are experienced owners who
understand how decisions made at the land development level affect
the bottom line. We manage projects with a focus on meeting
investor expectations and maximizing returns. The following is a
list of our recent residential development projects:
1.
Windlass
Overlook
Baltimore County,
Maryland
61
Single-Family lots in 2 phases
NVR
(Xxxx Homes) is the builder for both phases
Currently 80% sold
out
2.
Stoneleigh
Summit
Baltimore County,
Maryland
36
Single-Family Villa lots
NVR
(Xxxx Homes) is the builder
Currently in land
development; full sellout projected in 2016
3.
Worthington
Green
Baltimore County,
MD
41
Single-Family lots – homes sold for $1.5 – $3.0
million
Sold to
multiple custom home builders and end-users
Sold
last lots in 2012
4.
Parkwood
Place
Baltimore County,
MD
70
Townhome lots
Currently in
entitlement approval process
Will
select homebuilder in 2015 and sell finished lots starting in
2016
5.
Preserve
at Windlass Run
Baltimore County,
MD
412
lots, mix of Single-Family and Townhome
Obtained all
Planned Unit Development (“PUD”) approvals
Terminated purchase
contract due to deal economics
6.
Granite
View Apartments
Baltimore County,
MD
318
unit market rate apartment development
Currently in the
entitlement approval process
Limited
partner responsible for financial projections and due
diligence
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Cavalier Development Group, LLC
Qualifications
Our
focus since inception of the original Cavalier Development company
in 1993 has been the development of residential land in Xxxxxxxxx
County. The amount of residential development that we have managed
over the years is evidenced in our list of major projects that we
have participated in. We have a good local base of subcontractors
who are knowledgeable and dependable. The subcontractors we use are
very competitive in their bidding and are very responsive to us
because of the significant amount of work that we have solicited
and managed over the years.
We
understand the Xxxxxxxxx County process for development approvals
and permitting. Our excellent relationships with Xxxxxxxxx County
staff and elected officials enables us to accomplish tasks and gain
approvals under extremely tight timeframes. Our reputation for
professionalism and integrity are our keys to success.
The
following is a list of the major projects we are currently or have
completed developing:
1.
WESTWINDS: A
four-hundred forty-five (445) unit golf course community along Gas
House Pike in Xxxxxxxxx County, Maryland. Owner - Potomac
Xxxxxxxxx, LLC.
2.
RIVER OAKS: An
eighty-eight (88) unit single family community off of Route 144
east in Xxxxxxxxx County, Maryland. Owner - River Oaks Limited
Partnership.
3.
OVERLOOK PND: A
three hundred twenty-nine (329) unit Planned Neighborhood
Development in Frederick City, Frederick Maryland. Owner - Xxxxxx
X. Xxxxxxxx Company.
4.
XXXXXXXXX CROSSING
PUD: A four hundred seventy-five (490) unit Planned Unit
Development located off of Xxxxxxxxx Creek Xxxx just south of
Frederick City. Owner - Xxxxxx X. Xxxxxxxx Co.
5.
WALNUT RIDGE PND: A
five hundred fifty (550) unit Planned Neighborhood Development in
Frederick City, Maryland. Owner - Mr. & Xxx. Xxxxxx Free.
Developer - Security Development Corporation.
6.
CANAL RUN PUD: A
five hundred seventy-five (575) unit Planned Unit Development in
Point of Rocks, MD. Owner – PV I, LLC.
7.
XXXXXXXX PROPERTY: A
forty-four (44) lot single family community in Frederick City,
Maryland. Owner - Xxxxxx Xxxxxxxxxxxx.
8.
WILLOWBROOK: A
four-hundred two (402) lot single family and townhome community in
Frederick City, Maryland. Owner – Xxxxx
Financial.
9.
TILGHMANTON HEIGHTS:
A sixty-two (62) lot single family community in Washington County,
Maryland. Owner – Dr. Xxxxxxx Xxxxxxxxx.
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Xxxxxx
X. Xxxxxxxx, Xx.
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Xxxxxxx
X. Xxxx
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Vice
President
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Manager
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MacKenzie
Development Company, LLC
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Cavalier
Development Group, LLC
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0000
Xxxx Xxxxx Xxxx, Xxxxx 000
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0000
Xxx Xxxxxx 0 Xxxx
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Xxxxxxxxxxx,
XX 00000
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Xxxxxxxxxxxx,
XX 00000
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February 23,
2015
SeD
Maryland development, LLC
c/o
Xxxxxxx X.X. XxxXxxxxx
000
Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, XX
00000
RE:
Project Development and Management Agreement for Xxxxxxxxx Run
PUD
Dear
Charley,
Pursuant to the
project development and management agreement for Xxxxxxxxx Run PUD
dated February 25th, 2015, this letter
serves to clarify the process of how invoices will be sent to you
for the Services. Section 4 of the Agreement states that the
"Developers will submit separate monthly invoices to the Owner".
These invoices will be sent by email to you at cmackenzie@
xxxxxxxxxxxxxxx.xxx. An outline of how the invoices will divide the
fees between the Developers is below:
A. The
Pre-Development Fee of $22,000 per month will be invoiced as
$10,000 due to MacKenzie and $12,000 due to Cavalier.
B. The
Development Fee of $14,667 per month will be invoiced as $6,667 due
to MacKenzie and $8,000 due to Cavalier.
C. The
Close-Out Fee of $11,000 per month will be invoiced as $5,000 due
to MacKenzie and $6.000 due to Cavalier.
D. The
$1,200 fee for every single-family lot sale shall be payable in the
amount of $540 due to MacKenzie and $660 due to Cavalier. An
invoice will not be issued for these fees as you should instruct
the settlement agent to make the payments as lot
settlement.
E. The
$500 fee for every single-family lot sale shall be payable in the
amount of $225 due to MacKenzie and $275 due to Cavalier. An
invoice will not be issued for these fees as you should instruct
the settlement agent to make payments as lot
settlement.
F. The
$50,000 fee for every multi-family parcel lot sale shall be payable
in the amount of $22,500 due to MacKenzie and $27,500 due to
Calalier. An invoice will not be issued for these fees as you
should instruct the settlement agent to make payments at lot
settlement.
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G. Any
reimbursable expenses incurred by the Developers will be invoiced
by the Developers separately.
H. Any
late fees on unpaid balances will accrue and be invoices by the
Developers separately.
I. The
termination fee, if incurred, will be invoiced as $50,000 due to
MacKenzie and $50,000 due to Cavalier.
Should
you have any questions regarding these fees or any other aspects of
the Agreement, please don't
hesitate to ask. Again, we thank you for selecting our team as the
Developers and we look forward to
working with you to make this a successful project.
Sincerely,
MacKenzie
Development Company. LLC
/s/ Xxxxxx Xxxxxxxx
Xxxxxx
X. Xxxxxxxx, Xx.
Vice
President
Cc:
Xxxxxxx X. Xxxx
Acknowledged and
Agreed
/s/ Charley XxxXxxxxx
Xxxxxxx
X.X. XxxxXxxxxx, Inter-American Development, LLC
On
behalf of SeD Maryland Development, LLC
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