Exhibit 10.296


 


PROJECT ADMINISTRATION AGREEMENT


[Domain Phase I, Garland, TX]


 


THIS PROJECT ADMINISTRATION
MANAGEMENT AGREEMENT (this “Agreement”) is made as of the 20th day of November, 2015, by and between BRG
DOMAIN PHASE 1 DEVELOPMENT MANAGER, LLC, a Delaware limited liability company (“Development Manager”) and ARCHCO
DOMAIN PM LLC, a Delaware limited liability company (“Project Manager”), and joined into on a limited basis by BR –
ARCHCO DOMAIN PHASE 1, LLC, a Delaware limited liability company (“Owner”).


 


WHEREAS, Owner is the
owner or contract vendee of the Phase I of the Domain at Firewheel. The Phase I Land of the Domain site is comprised of approximately
30.038 gross acres of land, including approximately 10 developable acres of land, located adjacent to Bunker Hill Road in Garland,
Texas (the “Property”);


 


WHEREAS, Owner is of
desirous of retaining development and project administration services to expediently and cost-effectively complete construction
of the Property to become a Class A apartment community consisting of, as currently planned, approximately 300 Class A apartment
units in three-story, wood-frame, garden-style buildings with surface parking and attached garages. Amenities within the community
will be comparable to the new apartment properties in the vicinity, and will include a resort-style swimming pool and spa, fitness
center, business center and a substantial amount of open space.


 


WHEREAS, Owner has
entered into a Development Agreement with Development Manager for the above-noted services, and Development Manager and Project
Manager are desirous of entering into this Agreement whereby Project Manager will provide such services to Development Manager
on behalf of Owner subject to Development Manager’s oversight and control, in accordance with the terms and conditions of
this Agreement.


 


NOW, THEREFORE, the
parties hereto, intending legally to be bound, hereby agree as follows:


 


ARTICLE I

DEFINITIONS


 


1.1           Each
of the following terms is defined as follows:


 


“Architect”
means JHP Architecture / Urban Design, the architectural firm retained by Owner.


 


“Architect’s
Contract” means the contract entered into between Owner and Architect in connection with the Project.


 


“Bankruptcy Code”
shall mean Title 11 of the United States Code, as amended or any other applicable bankruptcy or insolvency statute or similar law.


 




     


     

    

 


“Bankruptcy/Dissolution
Event” shall mean, with respect to the affected party, (i) the entry of an Order for Relief under the Bankruptcy Code, (ii)
the admission by such party of its inability to pay its debts as they mature, (iii) the making by it of an assignment for the benefit
of creditors generally, (iv) the filing by it of a petition in bankruptcy or a petition for relief under the Bankruptcy Code or
any other applicable federal or state bankruptcy or insolvency statute or any similar law, (v) the expiration of sixty (60) days
after the filing of an involuntary petition under the Bankruptcy Code without such petition being vacated, set aside or stayed
during such period, (vi) an application by such party for the appointment of a receiver for the assets of such party, (vii) an
involuntary petition seeking liquidation, reorganization, arrangement or readjustment of its debts under any other federal or state
insolvency law, provided that the same shall not have been vacated, set aside or stayed within sixty (60) days after filing, (viii)
the imposition of a judicial or statutory lien on all or a substantial part of its assets unless such lien is discharged or vacated
or the enforcement thereof stayed within sixty (60) days after its effective date, (ix) an inability to meet its financial obligations
as they accrue, or (x) a dissolution or liquidation.


 


“Change Cap”
shall mean $250,000.


 


“Commencement
of Construction” means the date on which Owner delivers a notice to commence construction to the General Contractor after
the Owner has acquired the Property.


 


“Construction
Contract” means any contract between Owner and a Contractor providing for the construction of any portion of the Improvements;
such term includes the General Contract.


 


“Contractor”
means each party who enters into a contract directly with the Owner and who provides labor, services or materials for any part
of the Improvements under the terms of a Construction Contract; such term includes the General Contractor.


 


“Construction
Lender” shall mean the lender that enters into Construction Loan Documents with the Owner for the Project.


 


“Construction
Loan” shall mean the loan by Construction Lender pursuant to which Owner shall finance the development, construction and
lease-up of the Project, all as more specifically provided in the Construction Loan Documents.


 


“Construction
Loan Documents” shall mean the loan and security documents and all instruments, agreements and all other documentation executed
and delivered in connection with the Construction Loan.


 


“Construction
Schedule” shall mean the construction schedule attached hereto as Exhibit C, as the same may be modified by or with
the prior written approval of Development Manager, on behalf of Owner, based on the proposal of Project Manager.


 


“Development
Budget” means the projected costs and expenses, in the form attached hereto as Exhibit B (which shall be based upon the Construction
Schedule attached hereto as Exhibit C), prepared by Project Manager and approved in writing by Development Manager, on behalf of
Owner, as the same may be modified by or with the prior written approval of Development Manager, on behalf of Owner, based on the
proposal of Project Manager. The Development Budget is intended to reflect all projected costs and expenses to be incurred in connection
with the acquisition and completion of the Project through Project Final Completion (including, without limitation or duplication,
pre-development costs, financing costs, hard and soft costs of completing the Improvements (on-site and off-site), fixtures and
equipment, design fees, and legal expenses). 


 




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“Development
Manager” shall have the meaning ascribed to it in the preamble hereof.


 


“Development
Plan” shall mean and consist of those materials which show the means, methods, sequences and schedules pursuant to which
Project Manager shall complete the Improvements, develop the Property, and otherwise fulfill the purposes of this Agreement. Without
limitation, these materials shall include the Development Budget, the Construction Schedule, and the Drawings and Specifications.


 


“Drawings and
Specifications” means the construction drawings and specifications necessary or appropriate for completion of the Project,
and all change orders, revisions, amendments or addenda thereto which are approved in writing by Owner or by Development Manager
on behalf of Owner.


 


“General Contract”
means the fixed price or guaranteed maximum price general contract entered into, or to be entered into, by Owner for construction
of the Project.


 


“General Contractor”
means the Contractor that is the party to the General Contract other than Owner.


 


“Improvements”
means the improvements to the Land, which, as contemplated by the Drawings and Specifications, shall consist of, without limitation,
a Class A apartment community consisting of approximately 300 apartment units in three-story, wood-frame,
garden-style buildings with surface parking and attached garages, amenities comparable to the new apartment properties in the vicinity,
a resort-style swimming pool and spa, a fitness center, a business center and a substantial amount of open space.


 


“Land”
means the land legally described on Exhibit A attached hereto.


 


“Project”
means the Improvements and the Land.


 


“Project Documents”
means


 


		(a)	The Architect’s Contract;



 


		(b)	The Development Budget;



 


		(c)	All Construction Contracts;



 


		(d)	The Construction Schedule;



 


		(e)	This Agreement; and



 




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		(f)	Any and all applications, permits, easements, approvals,
surety bonds and all other contracts and agreements relating to the Project executed or otherwise approved in writing by Development
Manager or which Project Manager is otherwise authorized to execute or enter into pursuant to this Agreement.



 


“Project Final
Completion” refers to the completion of the Improvements, and shall mean and be effective at such time as (a) the satisfactory
lien-free completion of all Improvements substantially in accordance with the Drawings and Specifications (including punchlist
items), as evidenced by (i) final lien waivers by all Contractors (and, if applicable, the consent of each surety which shall have
issued a performance and payment bond for the benefit of Owner or Development Manager with respect to the Project), (ii) an affidavit
from the General Contractor substantially in the form of AIA document G704, and (iii) such other affidavits, waivers and releases
from the General Contractor and/or the Contractors as Owner and its title insurer or Construction Lender may reasonably require
in order to assure lien free completion of the Project (including any equitable lien claims), and (b) the receipt by Owner (or
by Development Manager on behalf of Owner) of all final certificates of occupancy necessary for occupancy of all of the Project),
(c) the receipt by Owner (or by Development Manager on behalf of Owner) of six copies of a final “as-built” survey,
a final record set of Drawings and Specifications showing actual changes made during construction, and all warranties and operation
manuals for all equipment, appliances and other components contained in the Project, (d) the General Contractor has completed its
final site cleanup and restoration, including, without limitation, removal of all excess materials, rock, sand, paving, and miscellaneous
debris, supplies, equipment and trailers; and (e) all temporary utilities are disconnected.


 


“Units”
shall mean the Project’s apartment units.


 


ARTICLE II

APPOINTMENT


 


2.1           Development
Manager hereby retains Project Manager as an independent contractor to provide the development management services set forth in
this Agreement, with the authority to act on behalf of, and to bind, Development Manager, as agent for the Owner, but subject to
the specific limitations set forth in this Agreement. Subject only to any specific limitations of Project Manager’s authority
set forth elsewhere in this Agreement, Project Manager hereby agrees to provide the development management services provided for
in this Agreement, including but not limited to all phases of the design, finance administration, administration of the construction
draw requests and other financial and reporting under the Construction Loan and as required under the Construction Loan Documents,
governmental approval process, construction and completion of the Improvements.


 


2.2           As
an inducement to Development Manager to appoint Project Manager and enter into this Agreement, Project Manager covenants to Development
Manager as follows:


 


(a)The duties of Project Manager hereunder
shall be performed or supervised at all times during the term of this Agreement by Neil T. Brown, or by such successor as Development
Manager may reasonably approve in writing from time to time.


 




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(b)          Project
Manager shall work diligently, in accordance with the level of professionalism and expertise expected of a first-class, multifamily
real estate developer.


 


(c)          Project
Manager shall use all reasonable efforts, at all times and in the most expeditious and economical manner, to further the interests
of the Owner with respect to the Project and to cause timely Project Final Completion of the Project in accordance with the Project
Documents, subject only to the specific reservations set forth herein.


 


(d)          Project
Manager shall employ at its own cost and expense such qualified and capable personnel as may be necessary and appropriate to perform
its obligations and carry out its responsibilities hereunder;


 


(e)          Project
Manager shall use commercially reasonable efforts to cause the Improvements to be constructed, substantially in accordance with
the Drawings and Specifications, and any material defect in the Improvements or any material departure from the Drawings and Specifications
to be corrected by the Contractor.


 


(f)          Project
Manager shall provide Development Manager with information relevant to the Project, including without limitation the issuance of
the periodic reports required in section 8.1 below;


 


(g)          Project
Manager shall provide day-to-day coordination and periodic evaluation of the activities of all surveyors, architects, Contractors,
engineers, consultants and, to the extent bearing upon the Project, public utilities and governmental officials, and promptly advise
Development Manager with respect to any significant issues that may arise;


 


(h)          Project
Manager shall make recommendations to Development Manager in connection with decisions regarding the Project reserved to Development
Manager, including, without limitation, the retention of consultants;


 


(i)          Project
Manager shall cause the General Contractor to coordinate with the various public utility companies for the required removal of
any existing utilities, for the installation of any temporary service, for the installation of any new permanent service and, upon
Project Final Completion, disconnection of any temporary service;


 


(j)          Project
Manager shall negotiate, enter into contracts in the name, and authorize on behalf, of Owner, any consulting engineering, planning,
and surveying work in connection with the Project, all as provided for in the Development Budget, provided, however, no such contract
will, by the terms thereof, continue in effect after Project Final Completion without the prior review and approval of Development
Manager;


 


(k)          Project
Manager shall in the event of an emergency at the Project, take any action required under the circumstances to protect Owner’s
interest in the Project after first making all reasonable efforts to contact Development Manager orally for approval of such action
and confirm in writing the action so taken promptly thereafter;


 




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(l)          Project
Manager shall cause the General Contractor to strictly supervise all work and ensure that the use and occupancy of the completed
Project shall comply with all applicable laws;


 


(m)          Project
Manager shall coordinate with the General Contractor, to the extent requested by the General Contractor, to accomplish the transfer
of, the application for, and issuance or re-issuance of, a building permit (if not heretofore issued) and coordinate the application
and approval process in connection with the issuance of certificates of occupancy, and periodic inspections conducted by governmental
officials, and any other required licenses or permits relating to the development and construction of the Project.


 


(n)          Project
Manager shall keep the Project free from unreasonable accumulations of waste materials and refuse at all times.


 


(o)          Project
Manager shall notify Development Manager in writing, promptly after it has knowledge of any action, suit or proceeding filed in
connection with the Project.


 


(p)          Development
Manager and any other designated representative of Development Manager shall, at all times during the term of this Agreement, have
the right of entry and free access to the Project and the right (but not the obligation) to inspect all work done, labor performed
and materials furnished in and about the Project and the right (but not the obligation) to inspect and audit all books, records,
and contracts relating to the Project.


 


(r)          Project
Manager shall provide to Development Manager true copies of all licenses, permits, authorizations and approvals pertaining to the
Project promptly after the same have been procured.


 


2.3           Development
Manager shall, from time to time, designate in writing one or more “representatives” to act on behalf of Development
Manager in all matters under this Agreement. Initially, Development Manager’s representatives shall be James Babb and Michael
Konig. Actions by a Development Manager’s representative shall be deemed actions of Development Manager. Project Manager
shall, from time to time, designate in writing one or more “representatives” to act on behalf of Project Manager in
all matter under this Agreement. Initially, Project Manager’s representative shall be Neil T. Brown. Actions by Project Manager’s
representative shall be deemed actions of Project Manager.


 


2.4           Development
Manager is an affiliate of Bluerock Residential Growth REIT, Inc. and Bluerock Real Estate, LLC (collectively, “Bluerock”)
and Project Manager is an affiliate of ArchCo Residential LLC (“ArchCo”), respectively. Their respective affiliates
(“Bluerock Affiliates” and “ArchCo Affiliates”) are or may become indirect owners of Owner. Bluerock Affiliates
and ArchCo Affiliates may have other rights and obligations with respect to the Project under other agreements. Nothing herein
contained shall be construed or deemed to alter, change or modify any of the rights or obligations which any of those parties may
otherwise have under any of the Project Documents, the limited liability company agreement of Owner, the limited liability company
agreement of the sole member of Owner, or any other agreement.


 




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ARTICLE III

INTENTIONALLY OMITTED


 


ARTICLE IV

INTENTIONALLY OMITTED


 


ARTICLE V

DESIGN ACTIVITIES


 


5.1           Project
Manager shall exercise any and all rights and responsibilities of Owner, as authorized agent of Owner, under the Architect’s
Contract, except (a) as otherwise directed in writing by Development Manager from time to time and (b) except any exercise which
would result in (i) a modification (including any change order) or termination of the Architect’s Contract; (ii) any modification
(including any change order) of the Drawings and Specifications that will, in the aggregate, increase or decrease the cost of construction
or development of the Project by more than the Change Cap other than any change (each, a “Mandated Change”) (A) reasonably
necessary for compliance with laws (including, without limitation, any such change which is reasonably necessary for the issuance
of any permits or certificate of occupancy), (B) required to address a previously unknown condition (e.g., the environmental or
physical condition of the Site) or (C) required by the Construction Lender; or (iii) any other matter which could have a material
adverse affect on the Project and/or the Owner. Notwithstanding the foregoing, Project Manager shall obtain Development Manager’s
consent prior to initiating any Mandated Change costing in the aggregate in excess of the Change Cap that would not otherwise be
covered by the Development Budget, after taking into account cost savings and amounts available for contingency, or which would
result in the foreseeable future of the Construction Loan falling “out of balance” as result of such expenditure.


 


5.2           Project
Manager shall supervise Architect and other consultants with respect to the preparation of the Drawings and Specifications, as
well as with respect to any and all proposed change orders, revisions, amendments or addenda thereto.


 


5.3           Project
Manager shall review any and all requests for changes in the Drawings and Specifications and, with respect to changes requiring
Owner’s approval pursuant to Section 5.1, make recommendations to Development Manager with regard to any such requested changes.


 


ARTICLE VI

CONSTRUCTION


 


6.1           Except
as expressly provided to the contrary below, prior to re-commencing construction of the Project or at such later time as Project
Manager deems appropriate during the course of construction in order to comply with the Construction Schedule, Project Manager
shall (to the extent it has not already done so) do the following:


 




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(a)          Obtain, or cause the General Contractor
to obtain, all necessary permits required by any governmental authority to re-commence and complete construction of the Improvements,
and verify that the contemplated use thereof, upon completion, will comply with all zoning and land use laws.


 


(b)          Assist
Development Manager in selecting and retaining the professional services of surveyors, special consultants and testing laboratories
and coordinate their services to the extent the need for such services is known prior to the commencement of construction;


 


(c)          Negotiate
for Owner’s approval any easements required for (i) access to or egress from the Land, (ii) the installation of any utilities,
(iii) sanitary sewer systems and storm water sewer systems or storm water management;


 


(d)          Verify
that all zoning and land use laws and all other statutes, ordinances, codes, rules, regulations, orders, or other applicable laws
of any governmental or quasi-governmental authorities relating to the construction of the Project are being complied with and that
no such law, statute, ordinance, rule, regulation, or order shall impair or inhibit in any way the development and construction
of the Project;


 


(e)          Assist
Development Manager in the selection of each Contractor and the negotiation of each Construction Contract; provided, however, that
final selection of each Contractor and the approval and execution of each Construction Contract are reserved to Development Manager.


 


(f)          Prior
to the execution of any Construction Contract, Project Manager shall cause the preparation, for approval by Development Manager,
of the Construction Schedule identifying milestone events during construction thereunder. Project Manager shall prepare the Construction
Schedule, in cooperation with the Contractor, or shall review and analyze the Construction Schedule if prepared by the Contractor.


 


6.2           Project
Manager shall exercise any and all rights and responsibilities of Owner, as authorized agent of Owner, under each Construction
Contract, except as otherwise instructed by Development Manager from time to time, except any exercise which would result in (i)
any modification or termination of the Construction Contract, (ii) any change in the work covered by such Construction Contract,
and/or (iii) any adverse affect on the Project and/or Owner.


 


6.3           Project
Manager shall prepare the Development Budget and propose updates thereto on a periodic basis so that it remains an accurate reflection
of the future costs and expenses through Project Final Completion. In addition, if at any time during the term of this Agreement
it becomes reasonably apparent to Project Manager that the future credit availability under the Construction Loan Documents may
be insufficient to fund the Project through and including Project Final Completion (i.e., the Construction Loan is at risk of going
“out of balance”), then Project Manager shall immediately notify Development Manager, including in such notice the
anticipated timing and extent to which the Construction Loan may go out of balance, together with Project Manager’s recommendations
to prevent it from doing so or reducing the extent to which it goes out of balance.


 




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6.4           Changes
to Drawings and Specifications.


 


(a)          Except
otherwise provided in this Agreement, the Drawings and Specifications shall not be amended or modified by Project Manager without
the prior written consent of the Development Manager and, unless the Development Manager so consents, the Project Manager shall
cause the Project to be constructed substantially in accordance with the Drawings and Specifications as approved.


 


(b)          Project
Manager shall evaluate all proposed changes to the Drawings and Specifications with respect to (i) the validity, necessity and
cost thereof, and (ii) any implications to the overall job progress and costs, applicable Construction Contracts or engineering
contracts and identify possible alternatives. Project Manager shall prepare and submit to Development Manager a written report,
together with its recommendations, regarding any proposed changes, and any possible alternatives, requiring Development Manager’s
approval of any changes thereto. No work shall be commenced based on, or with respect to, any such proposed change until Development
Manager has approved a change order therefor.


 


(c)           If
the proposed changes to the Drawings and Specifications (i) (A) do not modify the Development Budget or (B) do not require consent
of the Construction Lender under the Construction Loan Documents, and (ii) if the Development Manager shall fail to respond to
a request for approval of a proposed change order, or alternative thereto, within five (5) business days after such submission,
then Development Manager shall be deemed to have approved Project Manager’s recommended action. If contrary to subsection
(i)(A), the proposed change would result in an adverse economic impact or change to the Development Budget, then Project Manager
may not go forward with the Project Manager’s recommended action until it shall have provided to Development Manager a proposed
revised Development Budget and shall have affirmatively obtained Development Manager’s express approval thereof (which will
be sufficient if given by electronic mail). If contrary to subsection (i)(B), the proposed change would require consent of the
Construction Lender under the Construction Loan Documents, then Project Manager may not go forward with the recommended action,
except with Construction Lender’s and the Development Manager’s prior written consent.


 


(d)          The
Drawings and Specifications shall be at all times deemed the property of the Owner and neither the Development Manager nor the
Project Manager shall have or claim any ownership interest therein.


 


6.5           The
development and construction management services to be performed by the Project Manager shall consist of the services listed below
and such other services which may reasonably be inferred therefrom or from the other terms of this Agreement, including the Development
Plan. Without limitation, the Project Manager shall oversee, manage, and coordinate the development of the Project, including,
without limitation, to: (i) cause the Project to be completed in an expeditious manner, (ii) cause the General Contractor substantially
to comply with and adhere to any progress schedules adopted by the Development Manager for the Project (without limitation, the
Construction Schedule); and (iii) cause the General Contractor to keep at the Project an adequate supply of workmen and materials.
In connection with the foregoing , the Project Manager shall, without limitation:


 




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(a)          Advise
on the division of the Project into individual Construction Contracts for various categories of work (e.g., site work, building,
landscaping), including the method to be used for selecting Contractors and awarding Construction Contracts. If multiple Construction
Contracts are to be awarded, Project Manager shall review the Construction Contracts and make recommendations as required to provide
that (1) the work of the Contractors is coordinated, (2) all requirements for the Project have been assigned to the appropriate
Construction Contract, (3) the likelihood of jurisdictional disputes has been minimized, and (4) proper coordination has been provided
for phased construction.


 


(b)          Develop
bidders’ interest in the Project, establish bidding schedules, issue, with the assistance of the Architect, bidding documents
to bidders, conduct prebid conferences with prospective bidders and assist the Architect with regard to questions from bidders
and the issuance of addenda. Notwithstanding the foregoing, Project Manager may negotiate a Construction Contract with a single
Contractor on a “no-bid” basis, provided that such Construction Contract shall be subject to Development Manager’s
approval.


 


(c)          Receive
bids, prepare bid analyses and make recommendations to Development Manager for Owner’s award of Construction Contracts or
rejection of bids.


 


(d)          Prepare
and negotiate Construction Contracts, subject to Development Manager’s approval, and advise the Development Manager on the
acceptability of subcontractors and material suppliers proposed by Contractors.


 


(e)          As
necessary, inspect the progress of the work on the Project, and promptly notify Development Manager and the applicable Contractor
of any defective work or any other default under a Construction Contract observed by Project Manager.


 


(f)          Identify
and analyze alternative courses of action for unforeseen conditions, such as shortages, work stoppages, and/or accidents or casualties,
as they occur.


 


(g)          Review
each Contractor’s monthly payment requisitions and, if appropriate or necessary, negotiate revisions thereto with such Contractor.


 


(h)          Inspect
all of the Improvements (including landscaping), review and ensure the accuracy and completeness of all monthly reports and punchlists
prepared by Architect or an engineer and approved in writing by Development Manager for finalizing the work; supervise each Contractor
to facilitate the satisfactory completion of all of the work to be done under such Contractor’s Construction Contract; and
procure record drawings with notation of all changes and added details. Without limitation, Project Manager shall cause the Project
to be equipped with all fixtures, equipment and items of personal property required for the completion and operation of the Project
following completion, all substantially in accordance with the Drawings and Specifications.


 


(i)          Supervise
the building start-up and initial system operation, including inspection for punchlist items, and cause the General Contractor
to coordinate any modification of such systems as required.


 




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(j)          Provide
administrative, management, financial and related services as required to (i) coordinate and supervise the work of each Contractor
with the activities and responsibilities of Development Manager and Architect to complete the Project in accordance with the Development
Plan, and (ii) comply with the draw requests and related requirements under the Construction Loan Documents so as to enable the
Owner to draw fundings of Construction Loan is accordance with Development Budget. Development Manager reserves the right to approve
all requisitions prepared by Project Manager, provided that such approval shall not cause a delay in the processing of pay applications,
before they shall be authorized on behalf of the Owner.


 


(k)          Review
any final claims and proposed final change orders and close-out of each Construction Contract, review the final payments on each
Construction Contract and ensure, in a prompt fashion to allow Development Manager to cause Owner to timely make payments under
the Construction Contract, that adequate final lien waivers have been collected in the correct amount from all subcontractors and
materialmen working on the job; all such payments shall be made by Development Manager in the manner specified in the applicable
Construction Contract, but only upon receipt by Development Manager of documentation reasonably satisfactory to Development Manager;
be responsible for the collection of such documentation; prepare and submit to Development Manager at least fifteen (15) days before
the final payment of retention is due, a written report with respect to such documentation (provided, however, that Development
Manager acknowledges that the final unconditional lien waiver from each Contractor shall be submitted to Project Manager concurrently
with the final payment of retainage and a copy shall promptly thereafter be forwarded to Development Manager). Development Manager
reserves the right to approve all such matters before they are finalized on behalf of the Owner, such approval not to be unreasonably
withheld or delayed.


 


(l)          Maintain
or cause to be maintained separate true, complete and correct books of account and records pertaining to all costs incurred by
Project Manager in connection with development and construction of the Improvements, including, without limitation, costs advanced
prior to the date of this Agreement, and any reimbursements or refinancing proceeds to or on behalf of the Owner out of the proceeds
of the initial advance under the Construction Loan for the Project, which books and records the Development Manager shall have
the right to inspect and copy at its own expense during regular business hours, at the place where they are then regularly maintained,
on reasonable advance notice to the Project Manager.


 


(m)          Consult
with Architect and Development Manager if a Contractor requests interpretations of the meaning and intent of the Drawings and Specifications
and assist in the resolution of questions which may arise.


 


(n)          Receive
certificates of insurance from (and ensure that insurance is maintained for) each Contractor and forward such certificates to Development
Manager.


 




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ARTICLE VII

OMITTED


 


ARTICLE VIII

REPORTS


 


8.1           Project
Manager will submit written reports to Development Manager as necessary or appropriate, but no more frequently than monthly, which
shall indicate (i) the progress of the construction of the Improvements, (ii) any proposed revisions to the Construction Schedule,
the Development Budget or the Drawings and Specifications, with recommendations of action to be taken by Development Manager, and
(iii) any other recommendations and information which Project Manager is requested by Development Manager to provide.


 


8.2           Upon
Development Manager’s reasonable advance notice, Project Manager shall make it and sufficiently knowledgeable personnel available
to meet with Development Manager and/or its designees (telephonically or in-person) and, in advance of each such meeting, Project
Manager shall provide reports in such forms as may be reasonably required by the Development Manager or by the Construction Lender,
including reports regarding (a) the costs incurred in connection with the development, construction and equipping of the Project,
on a line by line basis as itemized in the Development Budget and on a cumulative basis; (b) a comparison of costs incurred to
the date of such report with the Development Budget; and (c) any recommended revision of the Development Plan, the Development
Budget, the Construction Schedule, or all of them.


 


8.3           All
written data and materials, including all records, contracts, receipts for deposits, unpaid bills, and other papers or documents
in the possession of the Project Manager or its affiliates which pertain to the Project or the business or affairs of the Owner
or the Project are and shall remain the property of the Owner; and


 


ARTICLE IX

RESPONSIBILITIES OF THE PARTIES


 


9.1           Project
Manager hereby agrees to indemnify, defend and hold Owner and Development Manager, and their respective members, officers, directors,
employees and agents harmless from any and all loss, liability or damage, or any claim thereof, that Owner or Development Manager
may incur or be subjected to as a result of the gross negligence or willful misconduct of Project Manager or default by Project
Manager under this Agreement. Subject to the foregoing, except to the extent that any of the following could have been avoided
by the diligent performance by the Project Manager of its duties hereunder, the Project Manager shall not be responsible for defaults
by the General Contractor and subcontractors in performance of their respective contracts, or for defaults by the Architect and
design engineers in performance of their respective contracts.


 


9.2           Development
Manager shall respond to all written requests submitted by Project Manager, and make all necessary decisions called for in such
requests as soon as practicable following receipt of such request taking into account the subject matter of such request.


 


9.3           Development
Manager shall provide Project Manager with access to any information or documents which will reasonably assist Project Manager
in meeting its obligations.


 




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9.4           Development
Manager reserves the right of final approval as to all material documentation relating to the Project, including, without limitation
all Project Documents, all other third party contracts for the development of the Project, all change orders and any substantial
change in any of the foregoing. Notwithstanding the foregoing, material documentation shall not include equipment leases, temporary
staging agreements and other similar documents in the ordinary course of developing the Project, none of which by the terms thereof
will continue in effect after Project Final Completion without the prior review and approval of Development Manager.


 


9.5           Project
Manager shall notify Development Manager of, and Development Manager shall have the right to participate in, all meetings concerning
the development of the Project, including, without limitation, meetings with subcontractors regarding material disputes, meetings
with consultants and other third parties regarding the Project, and all regularly scheduled project meetings with the General Contractor,
provided, however, it is not intended that Project Manager notify Development Manager of day-to-day meetings involving only its
employees and the General Contractor (and subcontractors) if no material dispute is involved).


 


ARTICLE X

FEES


 


10.1         In
consideration of Project Manager’s services provided hereunder, Development Manager shall cause Owner to pay directly to
Project Manager a Development Fee in the amount equal to 3.0% of the total amount of the Final Development Budget (as defined in
Section 12.4) (but excluding from the Final Development Budget any Development Fee payable to Project Manager) (such amount, the
“Development Fee”), which Development Fee (a) shall be payable twenty-five percent upon Commencement of Construction
and (b) the balance earned and payable on a monthly basis in equal monthly installments beginning on the first day of the second
calendar month following the Commencement of Construction and on the first day of each month thereafter during the construction
period as set forth in the Construction Schedule. If the Construction Schedule is modified, appropriate adjustments to the amount
of the monthly installments on account of the Development Fee shall be made.


 


10.2         In
addition, Development Manager shall cause Owner to pay directly to Project Manager a Construction Management Fee in the amount
equal to 1.0% of hard costs included in the Final Development Budget (the “CM Fee”), which CM Fee shall be payable
on a monthly basis in equal monthly installments beginning on Commencement of Construction and on the first day of each month thereafter
during the construction period.


 


10.3         In
addition, Development Manager shall cause Owner to reimburse Project Manager for its reasonable and actually incurred out-of-pocket
expenses for its reasonable and actually incurred out-of-pocket business expenses (together, the “Expense Reimbursements”),
provided however, Project Manager’s expense reimbursements may not exceed $50,000 without the Development Manager’s
prior consent. Expense Reimbursements shall be made only if Project Manager provides the Development Manager with receipts and
other evidence reasonably required by the Development Manager to substantiate the amount to be reimbursed. For the avoidance of
doubt, the Expense Reimbursements are not intended to include any amounts for salaries or other overhead expenses of Project Manager
or ArchCo Affiliates.


 




    	 	13	 



     

    

 


10.4         Owner
hereby joins this Agreement for the limited purpose of confirming its obligation to pay the Development Fee and CM Fees (collectively,
the “Fees”) and Expense Reimbursements if, as and when earned and/or payable.


 


10.5         Notwithstanding
anything to the contrary in this Agreement, no Fees shall be deemed earned (or payable) unless and until there has been a Commencement
of Construction, nor shall there be any obligation to pay or liability for Expense Reimbursements unless and until there has been
a Commencement of Construction.


 


ARTICLE XI

TERM


 


11.1         The
term of this Agreement shall commence on the date hereof and shall terminate at such time as (i) Project Final Completion has been
achieved, Project Manager has performed its obligations hereunder, and all Fees due Project Manager hereunder have been paid, or
(ii) if prior thereto, Project Manager receives a written notice from Development Manager to the effect that Owner or Development
Manager are abandoning the Project, or (iii) the Agreement is terminated pursuant to Article XII hereof.


 


11.2         In
the event that this Agreement is terminated under Section 11.1(ii) or if this Agreement is terminated under Section 11.1(iii) due
to a default by the Development Manager or Owner under one or more of the provisions in Article XII hereof, the Project Manager
shall be entitled to the full amount of its Fees and Development Manager shall cause the Owner to pay directly to Project Manager
the balance of the unpaid Fees in a single lump sum payment within ten days of termination; provided however, any such payment
otherwise called for under the preceding sentence shall not be earned, due or payable unless, as a threshold matter, there has
first been a Commencement of Construction.


 


ARTICLE XII

DEFAULT AND TERMINATION


 


12.1         It
shall be an event of default hereunder if


 


(a)          Either
party fails to perform any of its obligations under this Agreement, and such failure to perform continues for a period of twenty
(20) days after written notice of such failure to the defaulting party from the other party hereto; provided, however, that, unless
the breach is by its nature not susceptible to cure, if the default cannot be cured within twenty (20) days and the defaulting
party commences a cure within such twenty (20) day period and thereafter diligently pursues such cure, the cure period shall extend
for not more than an additional 60 day period of time necessary to effect such cure.


 


(b)          Owner
or Development Manager suffers or incurs any loss, liability or damage as a result of the gross negligence, willful misconduct,
fraud or bad faith of Project Manager or any of its affiliates in connection with the Project.


 




    	 	14	 



     

    

 


(c)          Owner,
Development Manager or any of their affiliates causes Project Manager or ArchCo Domain Member LLC to incur any loss, liability
or damage as a result of the gross negligence, willful misconduct, fraud or bad faith of Owner, Development Manager or any of their
affiliates in connection with the Project.


 


(d)          Project
Manager, ArchCo Domain Member LLC or ArchCo Domain CM LLC is the subject of any Bankruptcy/Dissolution Event.


 


(e)          Owner,
Development Manager or the guarantor of the Construction Loan is the subject of any Bankruptcy/Dissolution Event.


 


(f)          Neil
T. Brown does not own at least 51% of the equity interests in ArchCo Residential LLC or does not control, directly or indirectly,
the day-to-day operations of ArchCo Residential LLC and Project Manager.


 


12.2         Upon
the occurrence of an event of default by Owner or Development Manager, Project Manager, provided it is not in default hereunder,
shall have the right to terminate this Agreement, by giving written notice to Development Manager.



 


12.3         Upon
the occurrence of an event of default by Project Manager, Development Manager shall have the right to terminate this Agreement,
by giving written notice to Project Manager, in which event the Project Manager upon termination shall be paid its Expense Reimbursements
and Fees for services hereunder which had been earned prior to the date of Project Manager’s default (less any damages incurred
by Owner or Development Manager as a result of such default), but which remain unpaid, but, upon termination, neither Owner nor
Development Manager shall be obligated to make any further interim payments of Fees to Project Manager and no Fees shall be thereafter
due or payable, and Development Manager shall be permitted to pursue any and all remedies available at law or in equity. For the
avoidance of doubt, all liability of Project Manager accruing hereunder prior to such termination shall survive such termination.


 


12.4         For
the avoidance of doubt, each of the following shall constitute an event of default on the part of Project Manager with respect
to which there shall be notice and cure rights provided for in Section 12.1: (a) the Project Manager’s failure to maintain
the progress called for under the final form of Construction Schedule that, at the time of Commencement of Construction, is prepared
by Project Manager and approved in writing by Development Manager on behalf of Owner (“Final Construction Schedule”),
but including any subsequent changes thereto proposed by Project Manager and, in its sole discretion, approved in writing by Development
Manager on behalf of Owner (but in all cases other than by reason of delays resulting from force majeure events or acts of the
Development Manager), or (b) actual or reasonably projected expenses under the Development Budget (as updated from time to time
by the Project Manager as provided herein), less land cost, are in excess of two and one-half percent (2.5%) more than (i) the
amount of the final Development Budget that, at the time of Commencement of Construction, is prepared by Project Manager and approved
in writing by Development Manager on behalf of Owner, plus/minus any subsequent changes thereto proposed by Project Manager and,
in its sole discretion, approved in writing by Development Manager on behalf of Owner (“Final Development Budget”),
less (ii) land cost, in the aggregate.


 




    	 	15	 



     

    

 


12.5         In
addition to all other requirements of Project Manager hereunder, upon the expiration of the term of this Agreement, whether by
completion of the Project or any earlier termination, Project Manager shall deliver to Development Manager the original of all
materials relating to the Project prepared pursuant to this Agreement or any of the Project Documents and/or other materials prepared
with respect to the Project which are in the possession of Project Manager.


 


ARTICLE XIII

SUCCESSORS AND ASSIGNS


 


The provisions of this
Agreement shall be binding upon, and inure to the benefit of, Development Manager, Project Manager and their respective successors,
assigns, and legal representatives; provided, however, that Project Manager shall not assign or transfer its interest in this Agreement
without the written consent of Development Manager, which may be granted or withheld in its discretion.


 


ARTICLE XIV

INSURANCE


 


14.1         Project
Manager shall place and maintain in force insurance with coverage, limits and amounts as follows:


 


(a)          Worker’s
Compensation insurance (including employers’ liability insurance) covering employees of Project Manager, employed in, on
or about the Project, in an amount sufficient to provide statutory benefits as required by applicable laws.


 


(b)          Commercial
General Liability insurance, with limits of at least $2,000,000.00 per occurrence. The policy(ies) for such insurance shall: (i)
name Owner, Construction Lender and Development Manager as an additional insured, (ii) be issued by insurers, and be in forms and
for amounts, approved by Development Manager, (iii) be effected under valid and enforceable policies issued by insurers of recognized
responsibility, and (iv) provide that such policy(ies) shall not be canceled without at least thirty (30) days’ prior written
notice to Construction Lender and Development Manager; provided, however, if the insurer will not commit to give such notice to
both Construction Lander and Development Manager, then Construction Lender will be entitled to such notice and Project Manager
shall give immediate notice to Development Manager of any cancellation.


 


(c)          Auto
Liability insurance with limits of at least $2,000,000 per occurrence. The policy(ies) for such insurance shall name the Development
Manager as an additional insured.


 


14.2         The
Development Manager shall place and maintain Builder’s Risk Property insurance covering the Project as a project expense.


 




    	 	16	 



     

    

 


ARTICLE XV

MISCELLANEOUS


 


15.1         This
Agreement and any Exhibits attached hereto represents the entire and integrated agreement between Development Manager and Project
Manager with respect to the development of the Project and supersedes all prior negotiations, representations or agreements, either
written or oral. This Agreement may be amended only by written instrument signed by both Development Manager and Project Manager.
The Project Manager shall have no right or interest in the Project, nor any claim of lien with respect thereto arising out of this
Agreement or the performance of its services or the services of any Affiliate (as hereinafter defined). The Project Manager shall
not file, and shall prevent any ArchCo Affiliate from filing, any lien against the Project.


 


15.2         In
performing its services hereunder, the Project Manager is and shall be, for federal tax purposes, an independent contractor and
not an employee or agent of the Development Manager or the Owner and the Project Manager is and shall be authorized to act as the
agent of the Development Manager solely to the extent required to perform the services and obligations set forth in this Agreement.


 


15.3         Project
Manager shall use commercially reasonable efforts to ensure that construction of the Project is effected in compliance with all
relevant provisions of the Construction Loan Documents disclosed to Project Manager.


 


15.4         The
Development Manager and Project Manager hereby agree that this Agreement and any and all liens, rights (including the right to
receive any and all fees) and interests ( whether choate or inchoate) owed, claimed or held by either such Manager in and to the
Project or the rent and revenue generated therefrom, are and shall be in all respects subordinate and inferior to the liens and
security interests created or to be created for the benefit of the Construction Lender under the Construction Loan Documents.


 


15.5         Whether
or not expressly required by the other provisions hereof, no approval by Development Manager shall be effective unless contained
in a writing signed by its Representative.


 


15.6         Nothing
contained herein shall be deemed to create any contractual relationship between Project Manager and any of the Contractors, subcontractors,
material suppliers, or consultants on the Project; nor shall anything contained herein be deemed to give any third party any claim
or right of action against Project Manager which does not otherwise exist without regard to this Agreement.


 


15.7         This
Agreement shall be governed under the laws of the State of Texas.


 


15.8         Time
is of the essence with respect to all matters set forth herein.


 


15.9         Any
obligation or liability whatsoever of either party hereto which may arise at any time under this Agreement or any obligation or
liability which may be incurred by it pursuant to any other instrument, transaction or undertaking contemplated hereby shall be
satisfied, if at all, only out of the assets of such party. No such obligation or liability shall be personally binding upon, nor
shall resort for the enforcement thereof be had to, the property of any of such party’s shareholders, trustees, officers,
employees or agents, regardless of whether such obligation or liability is in the nature of contract, tort or otherwise.


 




    	 	17	 



     

    

 


ARTICLE XVI

NOTICES


 


16.1         All
notices, requests, demands, and other communications required or permitted to be given under this instrument shall be in writing
and shall be conclusively deemed to have been duly given or delivered, as the case may be, (i) when hand delivered or sent by facsimile
(if confirmation of receipt has been received) to the addressee; (ii) upon transmission when sent in “PDF” format by
electronic mail electronic; (iii) three (3) business days after having been sent by certified mail, postage prepaid return receipt
requested; or (iv) one (1) business day after having been deposited, properly addressed and prepaid for guaranteed next-business-day
delivery, with a nationally-recognized overnight courier service. All such notices, requests, or demands shall be addressed as
set forth below, or to such other address as a party may from time to time designate by notice given to the other party(ies).


 


	If to Owner:	BRG Domain Phase 1 Development Manager, LLC
	 	c/o Bluerock Real Estate, L.L.C.
	 	712 Fifth Avenue, 9th floor
	 	New York, New York 10019
	 	Attn:  R. Ramin Kamfar and James Babb
	 	Facsimile:  (212) 278-4220
	 	Email:  rkamfar@bluerockre.com and jbabb@bluerockre.com
	 	 
	With Copy to:	Michael Konig, Esq.
	 	c/o Bluerock Real Estate, L.L.C.
	 	712 Fifth Avenue, 9th floor
	 	New York, New York 10019
	 	Facsimile:  (212) 278-4220
	 	Email:  mkonig@bluerockre.com
	 	 
	If to Project Manager:	ArchCo Domain PM LLC
	 	Attention:  Neil T. Brown
	 	7 Piedmont Center
	 	Suite 300
	 	Atlanta, GA  30305
	 	Email:  neil@ntbrown.com


 




    	 	18	 



     

    

 


	With Copy to:	ArchCo Residential LLC
	 	Attn:  Dorrie Green
	 	6820 Cypress Point North, #29
	 	Austin, TX  78746
	 	Email:  dgreen@archcoresidential.com


 


Any time period following
notice shall commence on the date of such delivery. Rejection or other refusal to accept or inability to deliver because of change
of address as to which no notice has been given shall constitute receipt of any such notice, demand or request.


 




    	 	19	 



     

    

 


IN WITNESS WHEREOF,
the parties hereby have executed this Agreement as of the day and year first set forth above.


 


	 	PROJECT MANAGER:
	 	 
	 	ARCHCO DOMAIN PM LLC,
	 	a Delaware limited liability company
	 	 
	 	By:	/s/ Neil T. Brown
	 	 	Name:	Neil T. Brown
	 	 	Title:	Authorized Signatory


 






     


     

    




 


	 	
        BRG DOMAIN PHASE 1

        DEVELOPMENT MANAGER, LLC

	 	 	 
	 	By:	Bluerock Real Estate, LLC, its manager
	 	 	 
	 	 	By:	/s/ Michael Konig
	 	 	 	Name:	Michael Konig
	 	 	 	Title:	Authorized Signatory


 


OWNER HEREBY JOINS IN THIS AGREEMENT FOR
THE SOLE PURPOSE OF AGREEING TO BE BOUND BY THE TERMS OF SECTION 10.4.


 


	 	OWNER:
	 	 
	 	
        BR – ARCHCO DOMAIN PHASE 1, LLC,

        a Delaware limited liability company

	 	 	 
	 	By:	/s/ Michael Konig
	 	 	Name:	Michael Konig
	 	 	Title:	Authorized Signatory


 




     


     

    

 


EXHIBIT A


PROPERTY DESCRIPTION


 


BEING a tract of land situated in
the DANIEL CRIST SURVEY, ABSTRACT NO. 226, City of Garland, Dallas County, Texas and being part of that tract of land conveyed
to RCM Firewheel, LLC, according to the document filed of record in Document Number 201200376857, Deed Records, Dallas County,
Texas and being more particularly described as follows:


 


BEGINNING at a point for corner
from which a 1 inch iron pipe found bears South 49° 15' 32" West, 0.22 feet, for the intersection of the southwest line
of Bunker Hill Road, a variable width right-of-way, with the northwest line of Old Miles Road, a variable width right-of-way;


 


THENCE Continuing with said northwest
line, the following three (3) courses and distances:


 


South 46° 11' 57" West,
a distance of 276.09 feet to a point for corner from which a 5/8 inch iron rod with a red plastic cap bears South 89° 33' 56"
West, 0.24 feet;


 


South 42° 12' 35" West,
a distance of 385.91 feet to a point for corner from which a 5/8 inch iron rod with a red plastic cap found bears North 51°
55' 29" West, 0.39 feet, said being at the beginning of a curve to the left having a central angle of 18° 57' 47",
a radius of 530.00 feet and a chord bearing and distance of South 34° 50' 33" West, 174.61;


 


With said curve to the left,
an arc distance of 175.41 feet to a 1/2 inch iron rod with a red plastic cap found for the intersection of said northwest line
with the north line of President George Bush Turnpike, a variable width right-of-way;


 


THENCE Leaving said northwest line,
and with said north line, the following courses and distances:


 


South 79° 44' 25" West,
a distance of 445.23 feet to a 1/2 inch iron rod with a yellow plastic cap stamped “DAA” set for corner;


 


North 10° 15' 36" West,
a distance of 15.00 feet to a 1/2 inch iron rod with a yellow plastic cap stamped “DAA” set for corner;


 


South 79° 44' 14" West,
a distance of 590.00 feet to a 1/2 inch iron rod with a yellow plastic cap stamped “DAA” found for corner;


 


South 10° 15' 47" East,
a distance of 15.00 feet to a 1/2 inch iron rod with a yellow plastic cap stamped “DAA” found for corner;


 


South 79° 43' 52" West,
a distance of 213.62 feet to a 1/2 inch iron rod with a yellow plastic cap stamped “DAA” set in the southeast line
of a tract of land conveyed to Carol Swanzy, according to the document filed of record in Document Number 200419014254, Deed Records,
Dallas County, Texas;


 


Exhibit A 




     


     

    

 


THENCE North 43° 18' 50"
East, leaving the above mentioned north line and with the common line of the above mentioned RCM Firewheel, LLC tract and said
Swanzy tract, a distance of 279.94 feet to a point for corner from which a 5/8 inch iron rod found bears North 71° 57' 58"
West, 0.21 feet;


 


THENCE North 32° 11' 10"
West, with said common line, a distance of 148.78 feet to a point for corner in creek;


 


THENCE South 43° 18' 11"
West, continuing with said common line, a distance of 486.11 feet to a point for corner in the north line of the above mentioned
President George Bush Turnpike, from which a 1/2 inch iron rod with a yellow plastic cap stamped “DAA” found bears
North 10° 38' 57" East, 0.20 feet;


 


THENCE South 80° 03' 57"
West, with said north line, a distance of 65.85 feet to a 1/2 inch iron rod with a yellow plastic cap stamped “DAA”
set for corner;


 


THENCE North 42° 12' 48"
East, leaving said north line, over and across the above mentioned RCM Firewheel, LLC tract, a distance of 2,066.88 feet to a “X”
set in the southwest line of the above mentioned Bunker Hill Road, said being at the beginning of a non-tangent curve to the right
having a central angle of 06° 35' 39", a radius of 755.00 feet and a chord bearing and distance of South 49° 21' 45"
East, 86.85 feet;


 


THENCE With said southwest line,
the following courses and distances:


 


With said curve to the right,
an arc distance of 86.89 feet to a 1/2 inch iron rod with a yellow plastic cap stamped “DAA” found for corner;


 


South 46° 03' 56" East,
a distance of 333.56 feet to the beginning of a curve to the left having a central angle of 01° 55' 43", a radius of 845.00
feet and a chord bearing and distance of South 47° 01' 46" East, a distance of 28.44 feet;


 


With said curve to the left,
an arc distance of 28.44 feet to a 1/2 inch iron rod with a yellow plastic cap stamped “DAA” found for corner;


 


South 45° 57' 50" East,
a distance of 496.60 feet to the POINT OF BEGINNING and containing 30.038 acres of land, more or less.


 


Exhibit A




     


     

    

 


EXHIBIT B


DEVELOPMENT BUDGET


 


CAPITAL BUDGET SUMMARY


Domain at Garland, Phase
I


Garland, TX


Update


 


	 	 	Total	 	 	Cost Per	 	 	Cost Per	 
	Budget Category	 	Cost	 	 	Unit	 	 	NRSF	 
	 	 	 	 	 	 	 	 	 	 
	LAND COSTS	 	$	3,988,250	 	 	$	13,250	 	 	$	14.05	 
	Purchase Price & Deposits	 	 	-	 	 	 	-	 	 	 	-	 
	Commissions	 	 	219,648	 	 	 	730	 	 	 	0.77	 
	Other Land & Closing Costs	 	 	177,857	 	 	 	591	 	 	 	0.63	 
	Property Taxes	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL LAND COSTS	 	$	4,385,755	 	 	$	14,571	 	 	$	15.45	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	SOFT COSTS	 	$	355,000	 	 	$	1,179	 	 	$	1.25	 
	Legal Costs	 	 	1,793,300	 	 	 	5,958	 	 	 	6.32	 
	Design Costs	 	 	942,037	 	 	 	3,130	 	 	 	3.32	 
	Permit & Fee Costs	 	 	940,000	 	 	 	3,123	 	 	 	3.31	 
	Marketing Costs	 	 	 	 	 	 	 	 	 	 	 	 
	Finance Costs	 	 	655,063	 	 	 	2,176	 	 	 	2.31	 
	Construction Loan Interest & Fees	 	 	89,411	 	 	 	297	 	 	 	0.31	 
	Misc. Financing Costs	 	 	 	 	 	 	 	 	 	 	 	 
	Other Soft Costs	 	 	1,326,459	 	 	 	4,407	 	 	 	4.67	 
	Development Fee	 	 	70,100	 	 	 	233	 	 	 	0.25	 
	Operating Deficits	 	 	1,053,500	 	 	 	3,500	 	 	 	3.71	 
	Soft Cost Contingency	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL SOFT COSTS	 	$	7,224,871	 	 	$	24,003	 	 	$	25.45	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	HARD COSTS	 	$	31,285,898	 	 	$	103,940	 	 	$	110.20	 
	GMAX Contract	 	 	1,877,154	 	 	 	6,236	 	 	 	6.61	 
	Hard Cost Contingency	 	 	243,094	 	 	 	808	 	 	 	0.86	 
	Builder's Risk Insurance	 	 	339,311	 	 	 	1,127	 	 	 	1.20	 
	Construction Management Fee	 	 	525,000	 	 	 	1,744	 	 	 	1.85	 
	Misc. Hard Costs	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL HARD COSTS	 	$	34,270,457	 	 	$	113,855	 	 	$	120.72	 
	TOTAL EXPECTED INVESTMENT	 	$	45,881,083	 	 	$	152,429	 	 	$	161.62	 



 


Exhibit B




     


     

    

 


EXHIBIT C


CONSTRUCTION SCHEDULE


 





	 	 	
        Construction

        Start Date
	 	
        First Units

        Date
	 	
        50% Units

        Delivered

        Date
	 	
        100% Units

        Delivered

        Date
	 
	Domain Phase I	 	 	 	 	 	 	 	 	 
	Target Date	 	Jun-2016	 	May-2017	 	Oct-2017	 	Feb-2018	 
	Default Date	 	TBD	 	TBD	 	TBD	 	TBD	 










 


NOTE: The Default Date will be updated concurrent
with the commencement of construction.


 


Exhibit C