Birdwood Estates A New Development at the Birdwood Pavilion
Kaitlyn Badlato Ariam Ford Michael Maynard Catherine Murtagh
Contents Birdwood Estates
1
A New Development at the Birdwood Pavilion Site Evaluations
1
3
Zoning 3
Comprehensive Plan 4
Existing Site Conditions
Master Plan
4
6
Proposal 6 Townhomes 6
Birdwood Park 7
Birdwood Pavilion
Main Entrance Building
7 7
Albemarle County Planning Strategy 8 Rezoning Application and Proffers 8
Comprehensive Plan Amendment 8
Architectural Review Board 8
Market Analysis 11 Pro Forma 13
Consturction Assumptions 13
Financing Assumptions
Revenue Assumptions 14
Key Ratios 14
13
Letter of Intent & Construction Contract
Letter of Intent Summary
15
Construction Contracts Summary 15
15
Birdwood Estates: A Townhome Development
1
Appendix 16 Parcels A1
Comprehensive Plan A2
Zoning A3
Entrance A4
Corridor A4
Overlay A4 Subdivisions A5 Water A6
Site Conditions A7
Site Conditions A8
Master Plan
A9
Proposed Townhome Design A10
A Future View of Birdwood Estates
A11
Phasing Plan
Highlighted Views
Connections to the Boar’s Head Inn Sports Club
A14
Connections to the Birdwood Museum and Shop
A15
Letter of Intent A16
A12 A13 Birdwood Estates: A Townhome Development 2
Site Evaluations The Birdwood Estate is located on Ivy Road, just outside the limits of the City of Charlottesville. The Estate is located next to the Boar’s Head Inn and Birdwood Golf Course, as well as several townhome and senior living developments. The site is not far from Fontaine Research Park and University of Virginia’s North Grounds.
Zoning
Pa
The zoning for the site is R1 Residential, a low-density residential district. By right this allows detached single-family dwellings, rental of permitted residential uses and guest cottages and tourist lodgings. By special use permit, this zoning allows for a community center, athletic facilities, private schools, a child care facility, a mobile home subdivision, churches, cemeteries, historical centers and farmers markets. The gross density requirement for an R1 Residential zone is .97 du/acre, with the ability to increase density for 1.45 du/acre. Legend site entrance_corridors_current ScenicByways zoning_planned residential development zoning_light industry zoning_highway commercial zoning_commercial office zoning_C1 commercial zoning_residential R4 zoning_residential R15 zoning_residential R1 zoning village zoning_rural
Subdivisions The site is located along Ivy Road/Route 250 West, which serves as an entrance corridor and scenic byway to the area. This allows the county to regulate the development because of its prominence and the Architectural Review Board must approve all designs.
Birdwood Estates: A Townhome Development
zoning_residential R10
3
Comprehensive Plan In the Comprehensive Plan, the site is planned as Institutional, as the UVa Foundation owns the site. The surrounding areas are included in the land use plan as a neighborhood density and office service. The site is located in Neighborhood Six, designated as an Urban Area, which contains almost 3,000 dwelling units, 2% of which are townhomes, single family attached or duplexes. Legend site Entrance Corridors Current ScenicByways Community Service Industrial Service Institutional Neighborhood Density Neighborhood Service Office Service Office/Regional Service Parks and Greenways Regional Service Town/Village Center Transitional Urban Density Rural
Comprehensive Plan
Existing Site Conditions Birdwood Drive is currently the only point of access to the site from Ivy Road/Route 250 West. The drive leads to the Birdwood Pavilion as well as some several accessory buildings in the rear of the site. Golf Course Drive, which connects to Birdwood Golf Course as well as the Boars Head Inn, runs along the west side of the site. The Birdwood Pavilion sits at the center of the site with four accessory structures as well as a historical water tower surrounding it. The Pavilion was constructed in the early nineteenth century. The water tower was constructed in 1910 in the form of a lighthouse. Seven larger structures found at the southern edge of the site. These include an old barn as well as current residences. The property was sold to the Rector and Visitors of the University of Virginia in 1967. The Birdwood Pavilion is currently designated as a national historic structure.
Birdwood Estates: A Townhome Development
The Comprehensive Plan recommends that new developments incorporate sustainability through site, building, and transit design on new developments. Water quality and stormwater management is also a consideration. There are also recommendations to make improvements to the surrounding water lines as well as the possibility of providing public sewer service.
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Legend site Residential Buildings Road UVA Facilities Fence Railroad Stream UVA Structures Trails Water Bodies CriticalSlopes 0
125
250
500
750
1,000 Feet
Site Conditions The site is relatively flat with an overall elevation change of approximately 35 feet, with the highest point at the Birdwood Pavilion at the center of the site. There are no critical slopes located on the site. The site is a part of the Rivanna River Watershed and while there is no water located on the site, there are several streams and both natural and manmade water bodies surrounding the site on the golf course.
site Streams Rivanna River Watershed 100 Year Flood Plain Water Protection Ordinance Buffers Waterbodies
Water
Birdwood Estates: A Townhome Development
Legend
5
Master Plan Proposal Our proposal for the site is a joint venture between a developer and the UVa Foundation. This project will require the formation of a Limited Liability Company (LLC) that will be responsible for construction, maintenance and operation of the development. The development will consist of townhomes, a park and a main entrance building.
Townhomes
proposed townhome design 2 bedroom townhome, 1500 sq. ft
2 bedroom townhome, 1600 sq.ft.
1st floor
Birdwood Estates: A Townhome Development
Given our market analysis we are proposing 84 for-sale townhomes for the site. These townhomes will be built in three phases and will all oriented either towards the golf course or towards the new Birdwood Park. The townhomes will be a mix of two and three bedroom units with four attached units in each structure. These units will be priced for the upper tier of the market. Our target market for these homes are active retirees who are looking a country-esq home without the hassle of owning a home in the country. This will be a community with a strong sense of place and with numerous amenities such as access to the Birdwood golf course, the Boar’s Head Sports Club and the greater Charlottesville area. Given the nearby amenities and our proposal to include a park within the development, we believe we will be able to attract this upper tier of the market. All of the units will come with large back porches and small front porches, large enough for one or two chairs. Given Charlottesville’s amiable climate we believe it is important to include ample outdoor space. In the continuation of the outdoor spaces and the park, the townhomes will be built according to energy efficient standards. There will be a one car garage for each unit. See attached images for sample looks.
3 bedroom
2nd floor 6
Birdwood Park In order to protect the Birdwood Mansion, its ancillary structures and its formal gardens we are proposing a park. (See attached map) This park will include an upgrade of the formal gardens, new seating and tables, a walking path and a patio. We believe this park will be a great amenity to the development and will add value to the townhomes. Residents will have the opportunity to have a garden plot of their own to grow flowers, herbs and produce. There will be six access to the points and pedestrian paths to accommodate all the units. The park will also contribute to the pedestrian New Urbanist feel of the community. The walking trails that runs through the park will be supplemented by sidewalks throughout the development and paths to the Boar’s Head. There will also be a bicycle and pedestrian path near the units to the east of the park.
Birdwood Pavilion
Main Entrance Building As part of the agreement with the UVa Foundation we shall include a main building at the entrance to the development site that will consist of a Birdwood History Museum and a sundries store for the essentials. The UVa Foundation, in conjunction with the University, will run the museum. The sundries store will be leased out to a third party operator, subject to the Foundation’s approval. The sundries store will serve not only the residents of the development, but also the guests of the Boar’s Head and the residents of nearby developments. The UVa Foundation shall have a triple net lease, including utility, taxes, and insurance, on the main building.
Birdwood Estates: A Townhome Development
In the long term, we hope to renovate the Birdwood Mansion into a community center and restaurant, but the cost to do so is currently prohibitive. In order to finance this redevelopment we suggest creating a fund dedicated exclusively to the restoration of the mansion. A portion of the quarterly homeowner association fees, of the lease of the sundries store and any donation to the Birdwood museum will go into this fund. The UVa Foundation shall retain ownership of the mansion and will be responsible for any taxes on the mansion. The Developer shall retain “Right of First Refusal” on the mansion for any lease or sale.
7
Albemarle County Planning Strategy Because of our recommendation for the properties development as a single familyattached community, there are certain re-zoning strategies we must consider.
Rezoning Application and Proffers A rezoning application would entail requesting a change from R1 Residential to a Planned Residential Development. According to Section 19.1 of the Albemarle County Code, a PRD is intended to encourage sensitivity toward the natural characteristics of the site and toward impact on the surrounding area in land development. A PRD allows for by-right townhome development and has a flexible residential density with a minimum area requirement of 3 acres for the establishment of a district. In addition, a PRD district requires that no less than 25% of the area devoted to residential use within the PRD be common open space. The Birdwood site meets these requirements, as an almost twelve acre site with a four acre park as a focal point. A plan of the proposed development would be submitted and the Planning Commission would review the application and hold a public hearing. The Planning Commission will make a recommendation to the Board of Supervisors and another public hearing would be held to assist with the final approval by the Board of Supervisors. The site is located in an area near several townhome and student apartment developments and measures would be taken to alleviate any possible impacts to the surrounding neighborhoods. In addition to the rezoning process, we would include proffers to alleviate any impacts to the surrounding neighborhoods. We would conduct a traffic impact study and ultimately add a traffic signal at the intersection of Birdwood Drive and Ivy Road.
Comprehensive Plan Amendment
Architectural Review Board As a part of the Entrance Corridor and with the inclusion of a historic structure on the site, the development is subject to a review by the Albemarle County Architectural Review Board. We would apply for a Certificate of Appropriateness and would also seek a certificate for Specific Developments, which is for developments associated with one or more building permits. This review entails a submittal of the development plans to be approved by the ARB in order to receive approval. This approval is required prior to final site plan approval and prior to building permit approval.
Birdwood Estates: A Townhome Development
A Comprehensive Plan Amendment would entail requesting a change from an Institutional designation. Our request would be reviewed and approved by the Board of Supervisors with a recommendation from the Planning Commission. The development is located in Neighborhood Six, which is designated as an Urban Area. The site is currently designated in the Plan as Institutional because the UVa Foundation owns it, with the intentions that it will be used to expand the University of Virginia in the future. We recommend that the property be rezoned to Urban Density Residential under the Comprehensive Plan. Residential areas are intended to have a full array of residential types as well as all levels of retail. UDR areas have a gross density requirement that falls within 6.01 and 20 du/acre and can only be located within Urban Area and Communities. The Birdwood property is within an Urban Area, and our proposed site plan includes a 6.8 du/acre. We believe that our proposed change is reasonable and in compliance with Albemarle County standards because as an urban area, Neighborhood Six encourages a full array of residential types as well as the development of all levels of retail and our development would only enhance these qualities with our addition of a townhouse neighborhood.
Legend
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Project Timeline
Submit complete Application for Resolution of Intennt to Amend the Comprehensive Plan to the Planning Commission by Tuesday, March 5, 2013 accompanied with a $315 processing fee.
The planning commision determines whether or not to adopt a resolution of intent to amend the Comprehensive Plan.
If the Planning commision adopt the resolution of intent, the application is forwarded to a Site Plan Review Committe. At this point, we would submit all site plan materials for review
During this time, the county notiHies all adjacent property owners of proposed amendment.
The Board of Supervisors has 90 days (Monday, June 3, 2013) to approve or deny plan amendment. During this time, the Board accepts reccomendations from the Planning Commision.
Birdwood Estates: A Townhome Development
A complete Zoning Map Amendment Application should be submited by June 11,2013, assuming a sucessful comprehensive plan ammendment.The application should also include 16 copies of the site plan and a $2,500 application fee.
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In additon to the application, we will submit a Proffer Form detailing our suggestions for traHic calming elements to be implemented in response to the trafHic created by our development.
Notice of the application will be provided to adjoining property owners within 2 weeks of the acceptance of the application.
The application then falls under a 90 day review period by the Planning Commision. On Tuesday, September 11, 2013, a Planning Commision Review is held to determine the acceptance or denial of the amendment.
Should the zoning map amendment be acceptated, we are then able to move forwrward with the by-‐right development of our touwnhouse development.W
Because our site lies within an Entrance Corridor Overlay District, we would need to submit an Application for a CertiHicate of Appropriateness to the Architectural Review board along with site plan materials by September 24, 2013.
Birdwood Estates: A Townhome Development
The ARB will meet on November 5, 2013 to rule on the Applicaton. A CertiHicate of Appropriateness must be obtained before the approval of any building permits.
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Market Analysis Given the pre-existing conditions of the site and the areas surrounding the site, we believe that townhomes should be built at Birdwood. We have identified three major pre-existing conditions that have shaped this decision: the Birdwood Mansion and its gardens, the Boar’s Head Resort, and the surrounding residential communities. We believe it would be a great loss to the community to lose the Birdwood Mansion. Therefore, the site is 11 acres with at least 2-3 acres dedicated to the mansion and gardens and at least .5 acre dedicated to driveways and pathways. This leaves approximately 7.5 acres for homes. Given that we have a fairly limited amount of space to work with, we decided that the efficiency of attached townhomes would be a great solution. We plan on renovating the gardens behind the mansion to serve as a communal park. In addition to having access to the gardens, residents will have access to the Boar’s Head complex. We are planning on including a one-lane path between Birdwood and Boar’s Head. This access to a lot of community space will counterbalance the loss of square footage in making these townhomes. The resort’s amenities will be particularly attractive to retirees looking for a community to live and recreate in. Advertisement to the retiree home buying market will be fueled in part by Charlottesville’s recent ranking by Kiplinger magazine as the “Number One City for Retirement.” The success of the surrounding residential communities also shaped our decision making process. There are already a number of successful developments in the area including Bellair and Morningside, a retirement community. There are also two new successful condo developments, Kenridge-Vilas and White Gable Condos, located across the street from the property. These developments are evidence of the market’s demand in the past for places to live in this area.
Birdwood Estates: A Townhome Development
We also believe that our decision to build townhomes is very sensitive to the current market conditions. In Q2 Charlottesville’s housing sales were up by 2.7% and inventory decreased by 7.5%. There have been four straight quarters of year-over-year sales increases. Single family homes and attached/ condominiums are the two highest selling sub-markets.There was an 11.6% jump in total housing sales in Q2. Single-family homes led the way with a 19.4% increase in total sales. This recent activity in the single family housing market has created what looks to be a shortage as only 196 units are currently for sale. The absorption rate for single family homes, with 196 units on the market, is 4.26. In addition to this rise in sales, there has also been a rise in sales prices in both Charlottesville and Albemarle County. Both the $250K-$500K and $500K-$750K price ranges have increased by around 5% over the past quarter in Albemarle. This shift up is believed to be the result of both people looking to sell their current homes for higher prices homes (move-up buyers) and those who were waiting for higher prices homes’ prices to drop.
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For the central Virginia region (Albemarle, Charlottesville, Fluvanna, Greene, Louisa, and Nelson) sales are up 4.5% and average list prices are up 5.6% for attached homes and condos over the last year. In creating the product we have designed for Birdwood, we hope to capture the momentum in the townhouse, single-family, and high-end housing markets. What makes us uniquely positioned to do this is the amount of amenities we will be able to offer through our partnership with Boar’s Head. In providing access to such a variety of amenities, we believe that people who would have elsewise bought single family homes or a higher priced home would want to live in one of our new townhomes.
The English Villas in Kenridge • Built in 2012 • 2,130 Square Feet • 2 Story •
3 Bedrooms, 4 Bath
• 2 Car Garage • Made of brick, hardwood and tile flooring, high ceilings, granite counter tops, stainless steel appliances, golf course and Blue Ridge views
Birdwood Estates: A Townhome Development
Profile of a nearby townhome development:
• $659,900 12
Pro Forma Construction Assumptions • 42 Two- Bedroom townhomes at 1,496 sq. ft./ unit with hard costs at $135.00/ sq. ft. • 42 Three-Bedroom townhomes at 2,296 sq. ft./unit with hard costs at $135.00/ sq. ft. • A&E fees at 6.5% for one Two-bedroom and one Three-bedroom plus an additional $100,000 • Site Work at 10% of Hard Costs • Legal and Marketing at 1% of Hard Costs • Insurance at 8% of Hard Costs • Contractor’s Fee at 5% of Hard and Soft Costs • Built in 3 phases: 32 in Phase 1, 24 Phase 2 and 28 Phase 3 Construction Costs Cost Hard Costs Soft Costs Site Work Total
Price $21,500,640 $3,610,054 $2,900,064 $28,010,758
• Construction Loan at 80% of Total Costs; Interest at 6 pt+LIBOR (.875%) • Loan repaid as units are sold off • Land is part of equity contribution and is valued at $1.350,500 Construction Loan Interest Debt Financing Equity Financing (construction, interest, land)
$22,408,606,40 $1,540,591 $23,949,198.09 $8,493,243.29
Birdwood Estates: A Townhome Development
Financing Assumptions
13
Revenue Assumptions 2 Bedrooms sell at $550,000 3 Bedrooms sell at $600,000 Sold & Built over 7 year period Gross Potential Income 2 BR 3 BR
$23,100,000 $25,200,000
Total Construction Expenses FCF Interest FCAF
$48,300,000 $5,602,151 $42,697,848 $1,540,591,69 $41,157,256.71
Key Ratios Loan/ Unit $285,109.50 Debt Coverage Ratio
2 BR 51.84%
3 BR 47.52% Loan to Value 46.39% 6% $38,085,245 -$4,750,753.89 -$1,306,257.32 $32,028,033.80
6.5% $37,512,804.05 -$4,689,890.62 -$1,289,719.92 $31,533,193.51
Internal Rate of Return (IRR) 28% See Appendix for Full Spreadsheets
7% $36,954,062.97 -$4,630,372.36 -$1,273,352.40 $31,050,338.21
Birdwood Estates: A Townhome Development
NPV Inflow Investment Interest Project
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Letter of Intent & Construction Contract Letter of Intent Summary (See Appendix for full) • “The Developer” and “The Foundation” shall enter into a joint-venture for the development of the Birdwood Estate through a “Limited Liability Company (LLC)” • The LLC shall be responsible for the development of the site including, but not limited to: hiring an architect, a general contractor, a brokerage firm and marketing firm; approving all site plans and architectural drawings; and maintaining the financials. • The Property shall consist of the 11.74 acre site, excluding the Birdwood Manion. The Foundation shall retain ownership of the Mansion and shall be responsible for all costs associated with it. • The Project shall consists of (i) the development and construction of 42 two-bedroom and 42 three-bedroom townhomes, and (ii) the construction and operation of a small retail sundries store and a museum. The townhomes shall be built in 3 phases and the main house shall be built in the 3rd phase
Construction Contracts Summary • The Limited Liability Company shall contract out to an engineering firm for the site work including grading, sidewalks, paving and installing the sewage system. The engineering firm will be paid a flat fee of $2,900,064. • The Limited Liability Company (LLC) shall contract out to an independent contractor to construct the townhomes. This shall be a Gross Maximum Price contract with the contractor receiving a 5% commission, of hard and soft costs. The Maximum Price will be set at $24,400,704. • Upon the completion of each phase a landscaping company shall plant trees along the sidewalks and upgrade the Birdwood Park. In phase one the Birdwood Park will be fenced off and the formal gardens will be revitalized. In phase two there will be additional landscaping and outdoor furniture. In phase three the patio behind the mansion will laid and additional outdoor furniture will be added. The total landscaping budget will be broken up evenly between the three phases and a portion of the Homeowner’s Association fees will go towards the maintenance and continual upgrade of the Park.
Birdwood Estates: A Townhome Development
• The Land shall be treated as part of The Foundations equity contribution and will be valued at $1,350,000, based from the most recent appraisal.
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Appendix Maps and Figures of Birdwood Estate Birdwood Estates: A Townhome Development
A1
Parcels
Parcels
site
Legend
A2
Comprehensive Comprehensive Plan Plan
Rural
Urban Density
Transitional
Town/Village Center
Regional Service
Parks and Greenways
Office/Regional Service
Office Service
Neighborhood Service
Neighborhood Density
Institutional
Industrial Service
Community Service
ScenicByways
Entrance Corridors Current
site
Legend
A3
Subdivisions
Zoning
zoning_rural
zoning village
zoning_residential R1
zoning_residential R10
zoning_residential R15
zoning_residential R4
zoning_C1 commercial
zoning_commercial office
zoning_highway commercial
zoning_light industry
zoning_planned residential development
ScenicByways
entrance_corridors_current
site
Legend
A4
Entrance
Entrance Corridor Corridor Overlay Overlay
ScenicByways
entrance_corridors_current
site
Legend
A5
Subdivisions
Subdivisions
site
Legend
A6
Water
Water
Waterbodies
Water Protection Ordinance Buffers
100 Year Flood Plain
Rivanna River Watershed
Streams
site
Legend
A7
Site Conditions Site Conditions
Water Bodies
Trails
UVA Structures
Stream
Railroad
Fence
UVA Facilities
Road
Residential Buildings
site
Legend
A8
125
250
500
750
1,000 Feet
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Site Conditions
Site Conditions
0
CriticalSlopes
Water Bodies
Trails
UVA Structures
Stream
Railroad
Fence
UVA Facilities
Road
Residential Buildings
site
Legend
Master Plan A9
Proposed Townhome Design
proposed townhome design 2 bedroom townhome, 1500 sq. ft
2 bedroom townhome, 1600 sq.ft.
3 bedroom townh
nhome design
me, 1600 sq.ft.
1st floor 2nd floor 33bedroom townhome, 23002000 sq. ft sq.ft. bedroom townhome, 1st floor
2nd floor 1st floor
2nd floor A10
A Future View of Birdwood Estates
A11
Phasing Plan A12
Highlighted Views A13
A14
Boar’s Head Inn Sports Club
Connections to the
A15
Birdwood Museum and Shop
Connections to the
Letter of Intent January 1 , 2013 Name: University of Virginia Foundation RE:
Letter of Intent to Enter a Joint-Venture for the Redevelopment of: XXX Birdwood Drive Charlottesville, VA
Dear _UVa Foundation_________: The general terms upon which “Purchaser” would be willing to move forward on this deal are as follows: Operating Agreement: Property:
Project:
Subject to the terms hereinafter set forth, Seller, “The Foundation” will enter into an Operating/ Joint-Venture Agreement with “the Developer” relating to the formation of a Limited Liability Company for development of the Property. As used herein, the “Property” will include (i) the 11.74 acre site, not including the Birdwood Mansion (why exclude the mansion? I think I know, but be prepared to discuss). (“The Land”) The Project will consist of (i) the development and construction of 42 two-bedroom and 42 three-bedroom townhomes, and (ii) the construction and operation of a small retail sundries store and a museum. The townhomes will be built in 3 phases. • Phase I: 16 Two-Bedroom Townhomes, 16 Three-Bedroom Townhomes • Phase II: 12 Two-Bedroom Townhomes, 12 Three-Bedroom Townhomes • Phase III: 14 Two-Bedroom Townhomes, 14 Three-Bedroom Townhomes, and Main House with museum and retail
Limited Liability Company (LLC)
“The Developer” and “The Foundation” will form a Limited Liability Company (LLC) to serve as the vehicle for the development of the site. The LLC shall consist of at least one member of the UVa Foundation and the Developer. The LLC shall be responsible for the development of the site including, but not limited to: hiring an architect, a general contractor, a brokerage firm and marketing firm; approving all site plans and architectural drawings; and maintaining the financials. Both “The Developer” and “The Foundation” must approve any debt obligations and any additional equity partners. A16
Operating Agreement:
Equity Contribution
The Foundation and the Developer will negotiate the terms of the Operating Agreement for the Joint Venture upon the approval of the rezoning request. The Operating Agreement will include provisions regarding the development, construction and operation of the Project, and the payment of development, leasing of the retail, financing and management fees. The Seller shall retain ownership of the Birdwood Mansion site. The LLC shall have the Right of First Refusal (ROFR) if the UVa Foundation decides to lease a portion of the mansion or to sell. “The Land” shall be valued at $1,350,000, based from most recent appraisal. “The Land” shall be treated as part of the UVa Foundation’s equity contribution. All other costs shall be split 50/50, with the Developer contributing an additional $1,350,000, equivalent to the value of the land contribution.
Development and Carrying Costs:
Joint-Venture Conditions: Development Period:
Main Building:
Property Information: Closing Costs:
“The Foundation” shall have priority equity return equivalent to the value of the land. All return above the value of the land shall be split 50/50. Seller shall be responsible for all carrying costs until the approval of the rezoning. The Seller shall be responsible for all carrying costs associated with the Birdwood Mansion and the Main-Entry House. The Joint-Venture is subject to “The Foundation” obtaining rezoning approval for a Planned Residential District (PRD), time is of the essence, and “The LLC” obtaining financing, time is of the essence. Phase I shall be built in Year 0. Phase II construction shall begin in Year 2, conditioned on the sale of 60% of Phase I. Phase III construction shall begin in Year 4, conditioned on the sale of 60% of Phase II. Construction of the Main Building shall begin when 80% of the entire development is sold. “The LLC” shall obtain additional financing to fund this structure. “The LLC” shall obtain financing for the funding of the Main Entry Building. Upon completion “The LLC” shall sell the building to “the Foundation”. The price shall equal all costs associated with the buildings construction including: hard costs and a prorated share of soft costs. The Foundation will make copies of all records and files concerning the property available to “the Developer” by January __31_, 2013. Closing Costs, if any, shall be borne by the Joint Venture.
The foregoing sets forth the general terms and conditions upon which Seller would be interested in entering into a joint-venture and developing the Project. It is not an offer nor is it a binding agreement, but A17
merely an expression of Seller’s interest. If the foregoing general terms and conditions are acceptable to you, please indicate such in the space provided below and return it to me. I will then forward it to our attorneys to prepare and forward to you a contract which reflects these understandings. Neither of us shall be bound until an acceptable contract can be executed by each of us. We look forward to working together toward executing a purchase agreement in short order. Please don’t hesitate to call with any questions. Very truly yours,
A18