exv10w1







Exhibit 10.1


LOT PURCHASE AGREEMENT


     THIS LOT PURCHASE AGREEMENT (“Agreement”) is made and entered into effective on the last date
entered beside a signature at the end of this Agreement (the “Effective Date”), by and between
POWELL’S LANDING LLC, a Virginia limited liability company (“Seller”); and POWELL’S NEIGHBORHOODS
II, L.L.C., a Virginia limited liability company
(“Purchaser”).


RECITALS:


     A. Seller is the owner and developer of a project containing approximately 141 acres of real
property located in Prince William County, Virginia (the “County”) known as Powell’s Landing (the
“Project”), a portion of which is shown and more fully described in the Section plan entitled
“Powell’s Landing Section 11” (the “Plan”), prepared by The Engineering Groupe, a copy of which is
attached hereto and incorporated herein as Exhibit
“A”.


     B. Subject to the terms and conditions hereof, Seller wishes to sell to Purchaser, and
Purchaser wishes to purchase from Seller, lots 1-24, inclusive,
Section 11, for a total of twenty-four (24) lots within the
Project (the “Property” or the “Lots”, or individually each a “Lot”). The
area of the Project containing the Lots as shown on the Plan is hereinafter referred to as the
“Phase”. The Property shall consist of recorded lots approved by the County for the development and
construction of detached single-family homes. The Lots are more particularly identified on the Plan
attached hereto as Exhibit “A”. For all purposes under this Agreement, the terms “Property” or
“Lots” or “Lot” shall also be deemed to include all improvements thereon and all easements and
other rights appurtenant to the Property or the Lots.


     C. Seller expressly acknowledges that Seller entering into this Agreement to sell the Lots to
Purchaser is a material consideration for Purchaser’s agreement to begin and complete construction
of two (2) new model homes on lots previously acquired by Purchaser in the Project and which are
located near the Lots covered by this Agreement, and that Purchaser would not have commenced
construction of such model homes without Seller having entered into this Agreement.


     D. Seller wishes to provide for the orderly development of the Project being developed by
Seller within which the Property is located.


     NOW, THEREFORE, in consideration of the foregoing recitals, and the covenants and
undertakings provided for herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as follows:


1. PURCHASE AND SALE OF LOTS.


     1.01 Purchase Agreement. Upon the terms and conditions hereinafter set forth,
Seller agrees to sell and convey to Purchaser, and Purchaser agrees to purchase from Seller, the
Property. The Property shall be used solely for development and construction of residential


 








 




detached single- family homes offered for sale to individual purchasers (the “Homes”, and each
individually a “Home”).


     1.02 Purchaser’s Plans. Purchaser shall be responsible for the submission of
Purchaser’s plans to the Seller, which shall be subject to Seller’s reasonable written approval.
Purchaser’s plans, which must be approved by Seller, shall include, by way of example, Purchaser’s
development, construction, architectural, house grading and landscape plans. The exterior design
and materials, including color and the location of all the Homes to be constructed by Purchaser on
the Lots shall be subject to Seller’s review and reasonable approval. Applications for all such
approvals shall be made by Purchaser and submitted to Seller in duplicate. If, subsequent to
Seller’s approval, Purchaser’s plans or revisions thereto require County approval, Purchaser shall
submit such plans or revisions to the County and obtain approval from all reviewing and approving
governmental entities in a diligent and timely manner. Purchaser agrees that (a) its failure to
obtain plan approval as a result of Purchaser’s submission or revision of plans shall not delay any
Closing (as hereinafter defined) hereunder unless specifically agreed upon in writing by Seller;
and (b) all costs associated with Purchaser’s plan submissions and revisions shall be at the sole
cost and expense of Purchaser. Purchaser shall provide Seller with copies of any plans and/or plan
revisions submitted to the County. Seller shall approve or reject Purchaser’s architectural plans
pursuant to the provisions of Section 6.04(b), but in no event later than thirty (30) days after
submission of the plans. Notwithstanding anything contained in this Section 1.02 or in Section
6.04(b) to the contrary, Seller expressly acknowledges that all plans previously submitted by
Purchaser and approved by Seller for the Homes built or to be built by Purchaser in other sections
of the Project are approved by Seller with respect to the Lots covered by this Agreement. In
addition, Seller expressly acknowledges that Seller has approved Purchaser’s Alcott 480 model,
provided that Purchaser (i) shall not construct more than four (4) Alcott 480 Homes on the Lots
being acquired by Purchaser under this Agreement, and (ii) shall not build Alcott 480 Homes on
adjacent Lots. Furthermore, Seller and Purchaser expressly acknowledge that the Exterior Guidelines
dated October 20, 2000 shall be modified with respect to the
Lots as shown on Exhibit “I” attached
hereto and incorporated herein by reference.


     1.03 No Implied Rights. Purchaser acknowledges and agrees that it shall have no rights,
express or implied, by reason hereof, to purchase any portion of the Project other than as
expressly set forth herein or as expressly set forth in the prior Lot Purchase Agreement entered
into between Seller and Purchaser for lots in other sections of the Project, and Seller shall have
the right to sell other lots in the Project to other builders or other individuals in Seller’s sole
discretion. Purchaser understands that other builders in the Project may be constructing single-
family detached homes in competition with Purchaser. Upon the termination of this Agreement,
Purchaser shall have no right to acquire or purchase any of the Lots which were not purchased and
closed upon by Purchaser prior to the termination of this Agreement and Seller shall have the right
to market and sell such Lots to any third party purchaser at Seller’s discretion.


     1.04 Release of Seller’s Bonds. Purchaser understands that its failure to
satisfactorily resolve issues with the County with regard to Purchaser’s development, construction,
landscape or other plans related to the Property may result in Seller not being timely released
from its site development bond obligations with the County. Purchaser shall reasonably cooperate
with the


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Seller and the bonding authorities to facilitate the release of Seller’s bonds, at no cost or
expense to Purchaser. In the event of a breach of this Section 1.04 by Purchaser, Seller shall have
the right to receive reimbursement for any costs incurred by Seller in regard to such breach from
the Damage Deposit as defined in Section 7.



2. PROPERTY DOCUMENTS.



     Within three (3) business days after the Effective Date, Seller shall deliver to Purchaser
without cost to Purchaser, and without warranty or representation of any type from Seller, copies
of the plans, plats, and any other non-proprietary engineering work in Seller’s possession or
control that pertains to the Property. Seller’s failure to deliver any such property documents to
Purchaser shall not be deemed to be a default hereunder by Seller.


3. PURCHASE PRICE.



     3.01 Purchase Price. Purchaser shall purchase the Property for the following purchase
price (the “Purchase Price”), which shall be paid for each Lot at Closing hereunder on such Lot by
certified or bank cashier’s check or wire transfer of funds:



     (i) The Purchase Price for the initial eight (8) Lots acquired by Purchaser
under this Agreement shall be One Hundred Thirty-five Thousand and No/100 Dollars
($135,000.00);



     (ii) The Purchase Price for the next eight (8) Lots acquired by
Purchaser under this Agreement shall be One Hundred Forty-seven Thousand Five
Hundred and No/100 Dollars ($147,500.00); and



     (iii) The Purchase Price for the final eight (8) Lots acquired by
Purchaser under this Agreement shall be One Hundred Fifty-nine Thousand and No/100
Dollars ($159,000.00).


     3.02 Additional Purchase Price. In addition to the payment of the Purchase Price for
each of the Lots as set forth in Section 3.01 above, at the time that Purchaser proceeds to closing
on the sale of each respective Lot and the Home constructed thereon by Purchaser to a third party
home purchaser (each a “Home Purchaser”), Purchaser shall pay to Seller as additional purchase
price (the “Additional Purchase Price”) for such Lot and the Home constructed thereon an amount
equal to the difference, if any, of (a) twenty nine per cent (29%)of the Gross Sale Price (as
hereinafter defined) derived by Purchaser from the sale of such Lot and the Home constructed
thereon to the Home Purchaser, minus (b) the Purchase Price paid by Purchaser to Seller for
such Lot as set forth in Section 3.01 above. For all purposes under this Section 3.02, the term
“Gross Sale Price” shall be defined as the gross sale price paid by the Home Purchaser for the
applicable Lot and the Home constructed thereon, including (without limitation) all amounts paid
for extra features, customized features, additions and/or non-standard items constructed and/or
installed in such Home, all as reflected as the purchase price on the HUD-1 settlement statement
executed by Purchaser and the Home Purchaser at closing on the sale of such Lot and Home to the
Home Purchaser (the “Settlement Statement”). The Additional


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Purchase Price with respect to any particular Lot and the Home constructed thereon, if any, shall
be due and payable by Purchaser to Seller at the time of closing of the sale of such Lot and Home
to the Home Purchaser and shall be shown as a line item payable to Seller on all HUD-1 settlement
statements. At least three (3) days prior to any settlement, the settlement agent shall deliver to
Seller a draft copy of the settlement statement showing the Additional Purchase Price to be paid to
Seller from such settlement or showing that no Additional Purchase Price is payable from such
settlement. The settlement agent for the sale of any Lot and the Home by Purchaser to a Home
Purchaser is hereby directed to deliver payment of the Additional Purchase Price directly to Seller
within three (3) business days after completion of such settlement (accompanied by a copy of the
fully executed Settlement Statement). With respect to any Lot and Home constructed thereon for
which Additional Purchase Price is not payable, Purchaser shall still be required to provide to
Seller, within three (3) business days after completion of such settlement, a copy of the fully
executed Settlement Statement to reflect the fact that no Additional Purchase Price is payable with
respect thereto. Purchaser’s obligation to pay the Additional Purchase Price pursuant to this
Section 3.02 shall survive each Closing under this Agreement, and Seller shall be entitled to
pursue a cause of action against Purchaser in order to collect the required Additional Purchase
Price from Purchaser pursuant to this Section 3.02.




     3.03 Lot Takedown Schedule. Provided that all conditions precedent to Purchaser’s and
Seller’s obligations hereunder to proceed to Closing on the subject Lots have been satisfied or
waived, Closing on each Lot under the terms of this Agreement shall be held at the offices of Excel
Title Corporation, 4100 Monument Corner Drive, Suite 310, Fairfax, Virginia 22030 (the “Escrow
Agent”), or such other location in the Northern Virginia area selected by Purchaser and reasonably
acceptable to Seller, within ten (10) business days after Purchaser notifies Seller in writing that
Purchaser intends to purchase and settle upon a particular Lot. In no event shall any Closing occur
under this Agreement later than two (2) years after the Effective Date of this Agreement (the
“Outside Closing Date”). Any Lot not purchased and closed upon by Purchaser on or before the
Outside Closing Date may thereafter be sold by Seller to any third party purchaser or retained by
Seller in Seller’s sole discretion and Purchaser shall have no rights in and to any such Lot. If
Seller and Purchaser have not proceeded to Closing on any Lots under this Agreement on or before
the Outside Closing Date, then this Agreement shall thereafter terminate and be of no further force
or effect with respect to any such unpurchased Lots, except for those rights and obligations which
specifically survive termination hereunder. Purchaser shall be permitted to proceed to Closing on
the purchase of Lots pursuant to this Section 3.03 in any order that Purchaser desires, in its sole
discretion.



     3.04 Completion of Development Work. Seller represents and warrants to Purchaser that
Seller has completed the Development Work (as hereinafter defined) for the Lots in accordance with
the terms and conditions of this Agreement.



4. CLOSING.




     4.01 Lot Inspection. At such time as Seller has completed the Development Work
with respect to a particular group of Available Lots, Seller shall issue and deliver to Purchaser a
memorandum certifying to it. At least five (5) business days prior to Closing by Purchaser of its
acquisition of a particular Lot, the parties through their agents or employees, jointly shall
inspect



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such Lot and the improvements related thereto specified by Seller as finished and, provided such
improvements are in fact finished, sign a memorandum “punch list” wherein are described the results
of their joint inspection (the “Lot Inspection
Report”). Attached hereto as Exhibit “B” and made a
part hereof is a Lot Inspection Report to be used for said purpose. Unless otherwise provided
herein or agreed by both parties to the contrary, Seller shall repair and/or complete all
deficiencies and noted incomplete items within thirty (30) days of said Lot Inspection Report
(final paving shall be completed within a reasonable time and so as not to hinder, delay or
interfere with Purchaser’s development, or issuance of a building or use and occupancy permits).
Completion of said punch list items shall not be a condition precedent to Closing, so long as
completion of the punch list items will not delay Purchaser from obtaining building permits and
occupancy permits, and/or adversely affect Purchaser’s ability to market Homes, in which case the
date for Closing shall be extended for up to thirty (30) days for Seller to complete the punch list
items. In the event the parties are unable to agree upon the completion of Lot finishing, or the
nature of the defects involved in completing such Lots, each of the parties shall select a licensed
professional engineer, and the two engineers thus selected shall select a third and the consensus
of such three engineers regarding the completion or non-completion of Lot finishing shall be
binding upon the parties. Each party shall pay all costs and expenses associated with the engineer
that each party selects. All costs and expenses associated with the third engineer, selected by the
first two engineers, shall be equally divided between the Seller and Purchaser.




     4.02 Deliveries at Closing: Expenses. At each closing (“Closing”), Seller shall prepare
and tender (a) a special warranty deed for the applicable Lot to be conveyed at such Closing which
shall contain language reflecting seller’s option to repurchase lots as set forth in Section 7.06
of this Agreement; and (b) such other documents, affidavits and assurances as may be reasonably
required by Purchaser’s title company, and Purchaser shall pay the full applicable Purchase Price
for the Lots as set forth in Section 3 of this Agreement. The Virginia grantor’s tax shall be paid
by Seller, each party shall pay its own attorneys’ fees relating to Closing, if any, and, subject
to Section 4.03 below, all other closing costs and recording fees and taxes shall be paid by
Purchaser. The Seller shall pay a settlement fee not to exceed $100.00 per Closing.



     4.03 Taxes. At each Closing, real estate taxes and any special assessments shall be
appropriately prorated to the date of Closing, and any taxes paid in advance by Seller shall be
reimbursed by Purchaser. Seller shall be responsible for payment of rollback taxes, if any. In the
event either party properly determines that the real estate proration made at any Closing was
incorrect, each party agrees to correct the error by direct reimbursement to the party that
overpaid.



     4.04 Other Payments at Closing. At the first Closing the Purchaser shall reimburse the
Seller for its costs as set forth on the schedule of reimbursable costs (“Schedule of Reimbursable
Costs”), a copy of which is attached hereto as Exhibit “C” and incorporated herein by reference.



     4.05 Deed of Conveyance. The deed of conveyance for each Lot shall also contain a
reservation by Seller of the unilateral right of Seller from time to time to apply for, pursue and
effect any administrative approval, including, but not limited to, the zoning and rezoning of the
Project and any grant of, amendment, modification or waiver of any development conditions,



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development plans and/or proffers affecting the Project and, if requested by Seller, Purchaser
shall join in any zoning, rezoning or amendment, modification or waiver, providing that such
zoning, rezoning, amendment or waiver shall not materially and adversely affect the value and use
of the Property or Lots or materially increase the cost of Purchaser’s development or construction
on the Lots. For purposes of this Section 4.05, the term ‘Project” shall not include the Lots.




5. TITLE.




     5.01 State of Title. Title to each Lot of the Property shall be good and marketable and
shall be conveyed in fee simple, by special warranty deed, and shall be insurable at regular rates
by a title insurance company of Purchaser’s choice, free and clear of any and all liens and
encumbrances except for (i) those matters approved or deemed approved by Purchaser pursuant to
subsection 5.02 below, (ii) the lien of real estate taxes not at the time of the applicable Closing
due and payable, and (iii) such other easements and covenants (including but not limited to utility
easements) which are necessary for development of the Project as do not materially adversely affect
the use, development, or value of the applicable Lots or materially increase the cost of
Purchaser’s development or construction on the Lots (together,
the “Permitted Encumbrances”).



     5.02 Title Examination.



          a. Purchaser shall obtain a title report for the Property and not later than ten (10) days
after the Effective Date of this Agreement (the “Title Review Period”) shall notify Seller in
writing of any title matters listed in such title commitment which are not Permitted Encumbrances
and of which Purchaser disapproves. In the event Seller fails to cure any such defects or other
matters (except as provided below) before any Closing, or if Seller notifies Purchaser that it has
elected not to cure the defects or matters, Purchaser may (i) cure such defects at Purchaser’s
expense, (ii) terminate this Agreement, in which case the parties hereto shall be relieved of any
further liability and/or obligation hereunder except for those liabilities and obligations which
specifically survive termination hereunder, or (iii) withdraw its objections and proceed to Closing
with such title as Seller may convey. If Purchaser gives Seller no such written notice on or before
the end of the Title Review Period, Purchaser shall be deemed to have accepted title as reflected
on Purchaser’s title commitment as marketable and suitable for Purchaser’s intended use and
possession. In addition, at any time during the term of this Agreement, Purchaser shall be entitled
to obtain, at its sole cost and expense, a current survey of the Property, and Purchaser shall have
fifteen (15) days after receipt of any such survey to deliver written notice to Seller of any
matters reflected on the survey which are not Permitted Encumbrances and of which Purchaser
disapproves, and the same rights and obligations as set forth in this subsection 5.02a shall apply
to any objections made by Purchaser to matters reflected on the survey.




          b. Notwithstanding the foregoing, Purchaser acknowledges that until each Closing, the title
commitment may reflect certain standard exceptions (including but not limited to the exception for
unfiled mechanics’ liens, the exception for defects, liens, encumbrances, adverse claims or other
matters, if any, created after the date of the commitment but before the





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date title to the applicable Lot vests in Purchaser, the exception for rights of parties in
possession, and the exception for any mortgages encumbering the Property). Seller shall take such
actions as may be reasonably necessary to cause such exceptions to be removed (to the extent
related to matters prior to each Closing) as of the time of each Closing. It shall be a condition
precedent to Purchaser’s obligation to proceed to Closing that such exceptions be removed at or
prior to the subject Closing.




     5.03 Additional Title Matters. The parties acknowledge that, from time to time, it
may be necessary or appropriate for Seller to impose additional title matters (such as, but not
limited to, utility easements or other easements required by the County) on portions of the Project
in order to facilitate the orderly development of the Project. In the event that any proposed
additional title matter will, either before or after the Closing, affect the Property, Seller shall
so notify Purchaser. Seller shall not impose any such additional title matter that would materially
adversely affect the use, development, or value of the Property or materially increase the cost of
Purchaser’s development or construction on the Lots without the prior written consent and approval
of Purchaser.



6. DEVELOPMENT AND CONSTRUCTION.




    6.01 Subdivision and Site Plan. Seller shall obtain the approval of the final site and
subdivision plans for the Project (“Final Plans”) by the County, Virginia Department of
Transportation (“VDOT”) and all other official governmental authorities at Seller’s sole cost.
Seller shall post all necessary public improvement bonds or escrows required to record the
Final
Plans, including the final record plat or plats for the Property among the land records of the
County. Purchaser has reviewed and approved the site plan for the Property. Any changes to the
site plan in connection with the processing and approval of the Final Plans by all appropriate
governmental authorities shall be subject to the reasonable approval of Purchaser if any such
changes would materially and adversely affect the use, development or value of the Property or
materially increase the cost of Purchaser’s development or construction on the Lots.



    6.02  Seller’s Development. Seller shall perform the following work prior to the first
Closing on the Property by Purchaser, at Seller’s cost and expense, in a workmanlike manner
and in accordance with the regulations, laws and ordinances of all applicable authorities (the

“Development Work”):



          (a) Grading. Over-lot grading and delivery of a balanced lot by Seller,
pursuant to the grading criteria mutually agreed upon and attached hereto as Exhibit “G” and
incorporated herein by reference (the “Site Grading
Plan”). Seller shall complete initial
(mass) grading in accordance with the agreed upon Site Grading Plan. Purchaser shall be responsible
for any further excavation or grading. Purchaser, at its sole cost and expense, shall be
responsible for the installation and maintenance of on-Lot dust and siltation controls as required by
applicable
governmental authorities and for the restoration of all areas of the Project or public roads
disturbed by its construction activities.




          (b) Sewer and Water. Install public sanitary sewer and water mains to
approximately five (5) feet within the boundary line of each Lot, not to exceed eight (8)
feet





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from the top of the curb, as shown on the approved Final Plans for the Property. Purchaser shall,
at each Closing or ten (10) days after Seller’s request, reimburse Seller any sanitary sewer or
water tap and/or availability fees or pro rata share payments paid by Seller applicable to
the Lot purchased by Purchaser at such Closing, provided that Seller provides within ten (10) days
prior to Closing or request from Seller, reasonable supporting evidence to Purchaser that Seller
actually made such payments. Additionally, Purchaser shall be solely responsible for payment of the
water availability fee and for sewer fees associated with Home connections and building permits.


          (c) Storm Drainage. All storm drainage and storm drainage systems as
required by the local government or other authority, including payment of all off-site fees
and charges with respect thereto.


          (d) Streets. Base paved public and private streets, and base paved access to a
dedicated public street as required by appropriate governmental authority. Seller shall
install curb and gutter; thereafter Purchaser shall be responsible for the repair of any damage to the
curb and gutter caused by Purchaser or its agents, employees, contractors or subcontractors after
the Lot Inspection Report is prepared. Driveways, sidewalks, leadwalks and aprons shall be
installed by Purchaser, shall be located as per the approved Final Plans and shall be Purchaser’s
responsibility. Final street paving shall not be completed by or required for any Closing, but
shall be Seller’s obligation to complete after Closing. Only such work (including base paving) as
necessary to secure building permits and use and occupancy permits shall be required prior to
each Closing.


          (e) Utilities. Seller shall facilitate the installation of telephone, gas, cable
television and electricity utility lines to the Lots and shall coordinate with the utility
companies. Installation of the gas lines from the main line to the Home and electricity lines from the
transformer to the Home shall be at Purchaser’s expense. Seller will install conduit for
street
crossing as necessary.



          (f) Street Lights. Street lights and street signs required by governmental
authorities, within public rights-of-way and on road common areas, shall be installed or paid
for by Seller.



          (g) Sediment Control. Sediment control ponds and devices (during rough
grading, installation of sewer and water utilities, storm drainage facilities and base paving
activities only, and excluding those devices required for building construction), stormwater
management facilities on the Project (including the Property), and temporary stabilization as
required by appropriate authority, including maintenance of the same until grading is accepted
by Purchaser, shall be Seller’s responsibility. All grading shall be in compliance with approved
sediment control plans and site plans and all other governmental regulations.



          (h) Recreation Facility. Seller shall be responsible for the development and
construction of a recreation facility for the benefit of the Project
(the “Recreation Facility”)
that shall include amenities as set forth in the Proffers (as defined below) agreed upon in
connection with the County rezoning for the Project. Seller shall complete construction and
installation of


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the various portions of the Recreation Facility on or before the required date for completion
thereof pursuant to the Proffers. The Purchaser agrees to pay Five Thousand Dollars ($5,000.00) per
Lot within the Property as its contribution for the cost of constructing the Recreation Facility
(the “Recreation Facility Contribution”). The Recreation Facility Contribution shall be payable in
cash or certified funds on the date of each Closing for the Lot then purchased. The Recreation
Facility Contribution shall be non-refundable, except as provided in Section 7.06 below.


          (i) Landscaping. The Purchaser will install the required fences/shrubs on each
Lot as set forth on Exhibit “D” attached hereto and incorporated herein by reference, and Purchaser
shall use the materials and comply with the specifications with respect thereto as set forth on
Exhibit “D” attached hereto.


          (j) Development Responsibility Schedule. Seller agrees to be responsible for the
items shown on the Development Responsibility Schedule, attached hereto as Exhibit “E” and
incorporated herein by reference as being Seller’s responsibility. In the event of a conflict
between the Development Responsibility Schedule and this Agreement, this Agreement shall control.


          (k) Mutual Cooperation. Purchaser and Seller shall, prior to and after Closings,
cooperate with each other in a reasonable manner to facilitate development and construction within
the Project in the most efficient and expeditious and cost-effective manner. Purchaser and Seller
will timely dedicate or convey to the appropriate party any and all rights of way, drainage,
detention and utility easements, trail easements, easements for cable television, telephone,
internet, fiber optic and all other easements, and undertake such minor boundary line adjustments
as may be reasonably necessary for the owner/developer of each parcel within the Project to develop
its parcel in accordance with such owner/developer’s development plans therefor or to meet any
requirements of the County, VDOT or any other governmental agencies imposed in connection with such
development, all at no cost or expense to the requested party, as the case may be. Seller or
Purchaser, at their respective options, may request all such necessary and ordinary drainage,
detention, utility, ingress-egress and other easements over and across the Project, provided that
any such easements and other matters shall not materially interfere with the other party’s intended
development of its property or materially increase the cost thereof. The provisions of this
paragraph shall be binding upon the successors and/or assigns of Seller and Purchaser.


     6.03 Purchaser’s Improvements. Purchaser shall be solely responsible for all
construction on the Property except as specifically provided for in this Agreement. The
Purchaser agrees to be responsible for the items shown on the Development Responsibility
Schedule attached hereto as Exhibit “E” as being Purchaser’s responsibility.


     6.04 Purchaser’s Construction Standards and Obligations. The Purchaser shall be
subject to the following obligations and requirements, which shall survive each Closing.


          (a) Purchaser’s Work. All improvements constructed by Purchaser on the
Property, as well as Purchaser’s construction activities, shall be completed in a timely and




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workmanlike manner, and shall conform to all applicable laws, codes, ordinances, regulations,
covenants, Purchaser’s approved site plans and construction plans, all applicable building permits,
and all development conditions applicable to the Property, including (without limitation) the
Proffers.




          (b) Architectural Plans. The Seller shall have approval rights as follows:





	 	i.	 	Subject to the approvals granted by
Seller as provided in Section 1.02 above, the exterior design and
materials (including color) and location of all improvements and house
models to be constructed by Purchaser on the Lots and all Lot plans for
Lots shall be subject to review and approval by Seller, such approval
not to be unreasonably withheld.
	 
	 	ii.	 	Applications are to be submitted in
duplicate. All approvals or disapprovals shall be in writing.
	 
	 	iii.	 	The Seller shall approve or disapprove
submissions within thirty (30) days of receipt. If no approval or
disapproval is communicated within said thirty (30) days, requests
shall be deemed approved. Reasons will be submitted for disapproval.
Once a model has been approved, it may be continued throughout the
Lots, but identical elevations shall not be built adjacent to or
directly across the street from each other.
	 
	 	iv.	 	In the event of any exterior changes
to the architectural plans, Purchaser must obtain the approval
thereof by Seller and the Association (as hereinafter defined),
such approvals not to be unreasonably withheld.





          (c) Landscaping. The Purchaser will be responsible for installing the trees, all
as shown on Exhibit “D” attached hereto and incorporated herein by reference. Foundation
landscaping is the responsibility of the Purchaser.




          (d) Maintenance. Purchaser shall maintain its construction site in an orderly
fashion and shall timely remove all debris and equipment. Purchaser shall keep roads and
pedestrian access ways free from storage of equipment, building materials, dirt and snow, and
clean streets of mud and dust created by Purchaser’s activities at intervals reasonably
acceptable
to Seller, but no less than weekly during house construction. Parking of vehicles for workmen
may be allowed on publicly dedicated right-of-ways, subject to Seller’s reasonable regulation.




          (e) Indemnification. Purchaser shall indemnify, defend and hold Seller
harmless from and against any and all liabilities, causes of action, claims, losses, damages,
costs,
expenses (including, without limitation, claims or suits for personal injury and property
damage)
resulting from or arising in connection with Purchaser’s development, construction and/or sale
of
the Property (including, without limitation, any liabilities, causes of action, claims, losses
or





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damages resulting from the actions of Purchaser’s subcontractors, sub-subcontractors, or suppliers)
and improvements thereon, and any other activities of Purchaser on the Property or within or
adjacent to the Project, except to the extent caused by the negligence or willful misconduct of
Seller or its agents, employees, contractors or subcontractors. Seller shall indemnify, defend and
hold harmless Purchaser from and against any and all liabilities, causes of action, claims, losses,
damages, costs, expenses (including without limitation claims or suits for personal injury and
property damage) resulting from or arising in connection with Seller’s development of the Property
and any other activities of Seller on the Property or within or adjacent to the Project, except to
the extent caused by the negligence or willful misconduct of Purchaser or its agents, employees,
contractors or subcontractors.




          (f) FHA/VA. Purchaser shall be responsible for all representations made by
Purchaser’s agents to Home Purchasers, except to the extent that such representations made by
Purchaser’s agents are based upon representations or written materials provided by Seller or
Seller’s agents. Purchaser shall be responsible for obtaining any FHA and VA approvals
required by Purchaser.




          (g) Sediment Control. Purchaser shall be responsible for on-Lot sediment
control as required by appropriate governmental authorities (including maintenance of same).
Purchaser shall be responsible for maintenance of erosion control devices within the Phase
after
the acquisition by Purchaser of the first Lot. In the event Purchaser is cited for violations
by any
governmental authority (unless such violation is caused by Seller or its agents, employees,
contractors or subcontractors), the Purchaser shall, at its sole cost and expense, promptly
endeavor to correct such violations and shall diligently correct same in a timely manner.
Should
Purchaser fail to do so, the Seller shall have the right, but not the obligation, to make such
corrections and charge the cost to Purchaser. Should Seller be cited for violations in areas
that
are the responsibility of Purchaser by any governmental authority (unless such violation is
caused by Seller or its agents, employees, contractors or subcontractors), Purchaser shall, at
its
sole cost and expense, promptly endeavor to correct such violations and shall diligently
correct
same in a timely manner. Should Purchaser fail to do so, the Seller shall have the right, but
not
the obligation, to make such corrections and charge the cost to Purchaser.




          (h) Soil. After the Lot Inspection Report and acceptance of the Lots by
Purchaser, excavation of unsuitable soil and footing modifications, which may be required
because of such excavation, shall be the responsibility of Purchaser.




          (i) Landscaping. The responsibilities of Seller and Purchaser for on-Lot and
common area landscaping shall be as set forth in

Exhibit “D” attached hereto. Purchaser is
responsible for on-Lot landscaping only. The Purchaser must comply with all governmental
regulations and ordinances relating to landscaping as to the Lots acquired by Purchaser only.




          (j) Utilities. Scheduling and coordination of electricity, telephone, cable and
gas connections on-Lot shall be the responsibility of Purchaser.




          (k) Retaining Walls. Seller shall be responsible for any retaining walls
necessary or required in order to grade the Lots in accordance with the approved Site Grading





11









 




Plan. Once installed, damage to the retaining walls caused by Purchaser or Purchaser’s agents will
be the responsibility of the Purchaser, in the same manner as damage and repair to Bonded
Improvements (as defined below) as required pursuant to Section 7.



     6.05 Pre-Closing Access. Seller agrees that Purchaser or its agents may enter upon
the Property prior to any Closing for the purpose of making on-site tests and preparing engineering
plans; provided, however, that Purchaser shall indemnify and hold Seller harmless from any and all
claims for injury to person or damage to property or any other claims or actions (including
mechanics lien claims) as a result of or arising out of any such activity by Purchaser, its
employees, agents or subcontractors on the Property.


7. CONSTRUCTION DAMAGE.



     7.01 Prevention; Repair. During the course of its construction on the Property,
Purchaser shall take reasonable and customary measures to avoid or minimize damage to
adjacent roads and any other improvements constructed by Seller. Purchaser shall repair any
damage done by Purchaser to any such roads or other improvements in a timely manner. In order
to assure Purchaser’s obligation to timely repair any damage to the improvements installed by
Seller, a damage deposit in the amount of $500.00 per Lot shall be delivered to Seller at each
Closing (“Damage Deposit”).


     7.02 Purchaser is responsible for the completion of work that is its responsibility under
Section 6.04 of this Agreement and for damage to work installed by Seller under Section 6.02
(“Seller’s Improvements”).


     7.03 In the event that repairs to Seller’s Improvements are necessary to correct loss,
damage, or destruction caused by Purchaser to Seller’s Improvements, Purchaser, within fifteen
(15) days, weather permitting, after receipt of notice of the requirement for repairs to be
performed, shall undertake the repairs and pursue same to completion. In the event that
Purchaser does not timely make the required repairs to Seller’s Improvements or in the event
that
Purchaser does not complete said work as required by the terms of this Agreement within the
time required by the terms of this Agreement, and after Seller has provided written notice to
Purchaser of such failure to complete or repair and Purchaser has failed to cure such default
within thirty (30) days after Purchaser’s receipt of such written notice, Seller shall have
the right,
but not the obligation, to complete or repair any of Purchaser’s work or repairs which is then
uncompleted under this Agreement. In such event Seller may elect to complete such work or
repairs and charge the cost thereof to Purchaser, at cost plus fifteen percent (15%), and
Purchaser
shall pay to Seller such cost within thirty (30) days after receipt of an invoice for the sum
or the
next Closing date, whichever shall first occur, provided that Seller provides to Purchaser
reasonable supporting evidence that Seller actually incurred such costs. Alternatively, Seller
may
utilize the Damage Deposit to pay the amount incurred by Seller to complete Purchaser’s work,
repairs or other responsibilities of Purchaser required for the release of Seller’s bonds, and
Seller
shall provide the Purchaser with copies of invoices for such amounts.


12








 




     7.04 Within thirty (30) days following the issuance of a residential use permit on the
last Home built by Purchaser on the Property, the parties shall jointly re-inspect the
Property and
prepare a memorandum identifying the damages, if any, actually caused by Purchaser or its
agents, contractors, subcontractors or employees to Seller’s Improvements (hereinafter
referred
to as “Purchaser’s Damages”). Purchaser shall be responsible for repairing, at its sole cost
and expense, any such identified Purchaser’s Damages and shall commence such repairs within ten
(10) days of the date of the joint re-inspection. Upon completion of the repairs to
Purchaser’s
Damages, Purchaser shall have no further liability for damages. In the event Purchaser fails
to commence such repairs within the applicable ten (10) day period, or thereafter fails to
diligently pursue completion of the repairs, the Seller may, at its option, following written notice and
Purchaser’s failure to cure the default within thirty (30) days after Purchaser’s receipt of
written notice, proceed to repair Purchaser’s Damages and to pay the cost thereof from the Damage
Deposit. The Seller shall be entitled to be reimbursed for all actual costs and expenses
incurred plus fifteen percent (15%) within sixty (60) days of receipt by Purchaser of paid invoices or
receipts for such repairs.


     7.05 Purchaser shall at all times cooperate with Seller to facilitate acceptance by
VDOT, the County and/or any other entity required to accept improvements made by Seller, of
all improvements bonded by Seller for the Project (“Bonded
Improvements”). Purchaser’s
obligation to cooperate shall remain even though Purchaser may have conveyed all Lots to Home
Purchasers. The foregoing provisions of this Section 7 shall apply to all Bonded Improvements
and Purchaser agrees that the Damage Deposit may be utilized in all events for damages caused
by Purchaser to all Bonded Improvements as well as damages to any other Seller Improvements.
Seller shall use due diligence in obtaining acceptance and bond release by VDOT, the County
and/or the Association and Purchaser shall reasonably cooperate at no cost or expense to
Purchaser. Any remaining Damage Deposit shall be returned to the Purchaser promptly after
Purchaser (or Seller) has repaired Purchaser’s Damages pursuant to Section 7.04 above.


     7.06 Seller’s Option to Repurchase Lots. Seller, in entering into this Agreement, is
relying on the experience and skills of the Purchaser, and, therefore, Purchaser shall not
sell or
otherwise transfer title to any of the Lots referred to herein without the prior written
permission
of the Seller unless Purchaser has constructed a Home on each of said Lots. The above
provision
is not to be interpreted as to prevent Purchaser from entering into an agreement of sale to
convey
either (1) a Lot to a third party purchaser who has contracted with Purchaser to construct a
Home, or (ii) a Lot and the Home thereon to a third party purchaser after construction of the
Home has been completed. Purchaser agrees that at each Closing it will grant the Seller an
exclusive option in recordable form, which option shall be set forth in the deed from Seller
to Purchaser, to repurchase the Lot conveyed at such Closing in accordance with this Section
7.06. Such option may be exercised by Seller with respect to a particular Lot during the three (3)
year period commencing eighteen (18) months after the date of Closing on such Lot unless prior to
the expiration of such period Purchaser begins and diligently pursues construction of a Home
on the subject Lot. Seller’s right of repurchase shall be applicable only to those Lots on which
construction has not commenced and/or has failed to be diligently pursued within the time
period described above. For the purpose of this paragraph, commencement of construction shall mean
the installation of construction footings for a Home. In the event that Seller exercises such
option, the purchase price shall be the original Purchase Price paid by Purchaser at the Lot


13








 







Closing, plus all other amounts paid by Purchaser to Seller at Closing on such Lot. In the
event that Seller exercises any option hereunder, settlement shall be held within thirty (30) days
of the exercise of the option at a place to be selected by the Seller. Real estate taxes and other
charges shall be adjusted to the date of settlement and the applicable Lot or Lots shall be
conveyed by special warranty deed free and clear of all liens, encumbrances and encroachments
except those exceptions to title existing on the date of Closing of the sale of such Lots by Seller
to Purchaser and any other title exceptions created after Closing which do not materially increase
the cost of construction of a residential dwelling unit. Transfer taxes and recording costs shall
be the responsibility as set forth hereunder between Purchaser and Seller pursuant to Section 4.02
above, with Seller being responsible for those payments which are specified in Section 4.02 as
being the responsibility of Purchaser and Purchaser being responsible for those payments which are
specified as being the responsibility of Seller in Section 4.02. Notwithstanding anything contained
in this Section 7.06 to the contrary, Seller’s repurchase rights shall be expressly subordinate and
inferior to the liens and security interests securing any acquisition, development or construction
financing obtained by Purchaser for the Property, and Seller agrees to execute any documents which
may be reasonably requested by Purchaser or Purchaser’s lender to evidence such subordination.




8. INTENTIONALLY OMITTED.




9. PROFFERS.




     Seller agrees to comply with all off-Property conditions in the rezoning proffers that may be
applicable to the development of the Project (“Proffers”) and to make all monetary contributions
required of Seller by the Proffers in a timely manner excepting the proffered contribution for the
benefit of the County School System. A complete copy of the Proffers is attached hereto as Exhibit
“H” and incorporated herein by reference. Purchaser agrees, at its sole cost and expense, to make
the required Proffer contributions required to secure a building permit (the proffered contribution
for the benefit of the County School System) only for those Lots purchased by Purchaser hereunder
in a timely fashion so as to not impede development of the Project or the issuance of building
permits or use permits. Purchaser shall comply with and perform only those requirements and
obligations contained in the Proffers that relate to construction on the Lots.



10. MARKETING.




     10.01 Signage.



          (a) Purchaser shall install no signage, other than as may be required by safety
rules and similar regulations, within or around the Property without the prior approval of
Seller, such approval not to be unreasonably withheld, conditioned or delayed. No paper signs shall be

posted within the Project.




          (b) All project identification signs, marketing signs and entrance features are
subject to the prior reasonable review and approval by Seller and must be submitted with
Landscaping Plans for review and approval by Seller.





14









 




     10.02 Market Segmentation. If not previously provided by Purchaser to Seller before the
Effective Date, within thirty (30) business days of the Effective Date, Purchaser agrees to
provide Seller with conceptual designs of the Homes, which are proposed to be built in the
Project and the estimated initial prices for each Home.


     10.03 Marketing Contribution. The Purchaser agrees to pay One Thousand Five
Hundred and No/100 Dollars ($1,500.00) per Lot within the Property as its contribution for the
cost of marketing the Project (the “Marketing
Contribution”). The Marketing Contribution
shall be payable in cash or certified funds on the date of each Closing for the Lot then
purchased.
The Marketing Contribution shall be non-refundable, except as
otherwise provided in Section
7.06 above.


11. COMMUNITY ASSOCIATION.



     11.01 Promotion; Governing Documents.


          (a) The
Project shall be subject to a property owners association (the
“Association”) as the community association for the Project. The Property shall be subject to the
Governing Documents (as hereinafter defined) of the Association and the exercise of the rights and
powers conferred on the Association. Purchaser has been furnished with copies of the following
documents (the “Governing Documents”):




	 	(1)	 	Articles of Incorporation of the Association;

	 
	 	(2)	 	Bylaws of the Association; and
	 
	 	(3)	 	Declaration of Covenants, Conditions and
Restrictions, as amended and supplemented.
	 
	 	(4)	 	Powell’s Landing Community Association Rules
and Guidelines Handbook.



Purchaser acknowledges that Purchaser, its third party purchasers and the Property are to be
bound by and subject to the Governing Documents.


          (b) After Closing on each Lot, the Purchaser shall be obligated to pay any
Association dues which are required pursuant to the Governing Documents applicable thereto.


     11.02 Virginia Property Owner’s Association Act. Seller represents that the Property
is located within a development, which is subject to the Virginia Property Owner’s Association
Act (Title 55-508 through 55-516 of the Code of Virginia, Annotated)
(the “Act”). The Act provides
that the Seller is not required to obtain from the Association an Association disclosure
packet
and provide it to Purchaser, as long as the Purchaser is not acquiring the Lot for its own
residence or for the construction of a dwelling unit to be its own residence.


15








 




12. SELLER’S REPRESENTATIONS, WARRANTIES AND COVENANTS.



     Seller hereby makes the following representations, warranties and covenants to Purchaser, all
of which shall be true as of the Effective Date hereof and as of the date of any Closing hereunder:


     12.01 Authority. This Agreement has been duly and validly authorized, executed, and
delivered by Seller, the performance hereunder is within Seller’s powers, and this Agreement
constitutes the valid and legally binding obligation of Seller and is enforceable against
Seller in accordance with its terms. Seller possesses all requisite power and authority to enter into
and
perform this Agreement, to sell, transfer and convey to Purchaser all of the Property and
otherwise to carry out the transactions contemplated herein without the agreement, approval,
consent or authorization of any other person, entity, authority, or governmental or quasi-
governmental agency. The party executing this Agreement on behalf of Seller has full power and
authority to bind Seller hereunder.


     12.02 Other Contracts. Seller has not entered into any other contract still existing as
of the Effective Date hereof to sell or lease the Property or any part thereof.


     12.03 FIRPTA. Seller hereby represents and warrants to Purchaser that Seller is not a
“foreign person” within the meaning of Section 1445 of the Internal Revenue Code of 1986.
Seller further agrees, at each Closing, to furnish Purchaser an affidavit to this effect
complying
with the provisions of Section 1445 of the Internal Revenue Code of 1986.


     12.04 Violations and Actions. Seller has received no actual written notice of
violations of laws, orders, statutes or other enactments affecting the Property, and Seller has received
no actual written notice of any legal actions, suits, claims or other legal or administrative
proceedings pending or threatened against Seller which might adversely affect Seller’s ability
to complete the transaction contemplated by this Agreement, including (without limitation)
bankruptcy, insolvency, reorganization or other similar actions or proceedings whether
voluntary or involuntary.


     12.05 Environmental. Seller has delivered to Purchaser a copy of a Level I
Environmental Site Assessment on the Property prepared by Dewberry & Davis dated December
13, 1990, a copy of which is attached hereto as Exhibit “F” and incorporated herein by
reference. Except as set forth in Exhibit “F” attached hereto, to the best of Seller’s knowledge
and without investigation by Seller, there are no materials, substances, products or wastes of a
hazardous or toxic nature currently located on the Property except those disclosed in Exhibit
“F” attached hereto, if any.


     In the event that prior to any Closing hereunder Purchaser learns or is advised that any of
the foregoing representations, warranties and covenants of Seller are not true and correct in any
material respect, then Purchaser, at its option, may either (a) terminate this Agreement by
delivery of written notice thereof to Seller, and thereupon the parties hereto shall have no
further rights or obligations hereunder except for those rights and obligations that expressly
survive termination hereunder, or (b) waive such breach and proceed to Closing hereunder.



16








 




13. PURCHASER’S REPRESENTATIONS AND WARRANTIES.



     Purchaser hereby makes the following representations and warranties to Seller, all of which
shall be true as of the Effective Date hereof and as of the date of any Closing hereunder:


     13.01 Authority. Purchaser is a limited liability company validly existing under the
laws of Virginia and qualified to do business in Virginia. Purchaser has taken all necessary action
to authorize the execution, delivery and performance of this Agreement, which has been duly and
validly executed by Purchaser, and the party executing this Agreement on behalf of Purchaser
has full power and authority to bind Purchaser hereunder.


     13.02 Bankruptcy. There is no bankruptcy, insolvency, reorganization or similar action
or proceeding, whether voluntary or involuntary, pending against Purchaser.


     In the event that prior to any Closing hereunder Seller learns or is advised that any of the
foregoing representations and warranties of Purchaser are no longer true and correct in any
material respect, then Seller, at its option, may either (a) terminate this Agreement by delivery
of written notice thereof to Purchaser, and thereupon the parties hereto shall have no further
rights or obligations hereunder except for those rights and obligations that expressly survive
termination hereunder, or (b) waive such breach and proceed to Closing hereunder.


14. CONDEMNATION.



     In the event that any condemnation proceedings are instituted, or notice of intent to condemn
is given, with respect to all or any material portion of the Property, Seller shall promptly notify
Purchaser thereof, in which event Purchaser shall have the option either to terminate this
Agreement or to consummate the purchase of the Property with the Purchase Price reduced to reflect
the actual number of Lots approved for development on the Property and the right to collect any
condemnation award or compensation for such condemnation shall be retained by Seller. If pursuant
to this paragraph, Purchaser elects to terminate this Agreement, Purchaser shall give written
notice of such termination to Seller. Upon the giving of such notice, this Agreement shall
terminate and all rights, obligations and liabilities of the parties hereunder shall be released
and discharged except for those rights and obligations that expressly survive termination
hereunder.


15. REMEDIES.



     15.01 Purchaser’s Remedies. In the event Seller fails to perform or observe any of
the covenants or obligations to be performed or observed by Seller under this Agreement and such
failure continues for a period of ten (10) days after written notice thereof from Purchaser
(however, in the event that Seller fails to close on any Lots as required hereunder, Seller shall
have only five (5) days to cure sure default after notice from Purchaser), Purchaser shall be
entitled to (a) waive the default and proceed to any Closing; or (b) bring an action for specific
performance of this Agreement; or (c) terminate this Agreement, whereupon all rights and
obligations hereunder shall terminate except for the indemnification provisions of Sections
6.04(e), 6.05, 6.06 and 17.01 hereof, as its sole and exclusive remedy for Seller’s default.



17








 




Purchaser hereby waives and releases its right to seek any other remedies at law or in equity in
the event of Seller’s default.


     15.02 Seller’s Remedies. The parties agree that if Purchaser defaults in its
obligations
hereunder and such default continues for ten (10) days after notice thereof from Seller
(however,
in the event that Purchaser fails to close on any Lots as required hereunder, Purchaser shall
have only five (5) days to cure such default after notice from Seller), then in such event Seller
shall, be entitled to terminate this Agreement by delivery of written notice thereof to Purchaser.
Seller shall have no right to bring an action against Purchaser or sue Purchaser for damages for
Purchaser’s failure to close on any Lot in a timely manner. In the event Purchaser fails to
close on any Lot pursuant to the terms and provisions of Section 3.03 of this Agreement, Seller’s
sole remedy shall be Seller’s right to terminate this Agreement upon written notice to Purchaser.
Seller shall have the limited right to maintain an action against Purchaser for Seller’s
actual monetary damages in the event Purchaser fails to comply with the terms and provisions of
Section 3.02 hereof with respect to the Additional Purchase Price or as may be otherwise
specifically provided in this Agreement. Seller shall have no right under any circumstances to
sue Purchaser for punitive, consequential, incidental damages or lost profits. The
indemnification obligations contained in Sections 6.04(e), 6.05, 6.06 and 17.01 of this Agreement, shall
continue in full force and effect after the termination of this Agreement. Seller hereby waives and
releases its right to seek any other remedies at law or in equity in the event of Purchaser’s
default.


     15.03 Continuing Rights and Obligations. Notwithstanding anything contained herein to

the contrary, in the event that this Agreement terminates for any reason whatsoever after
Purchaser has acquired some of the Lots but prior to Purchaser acquiring all of the Lots, then
this
Agreement shall be deemed to be have terminated with respect to, but only with respect to,
those
rights and obligations of Seller and Purchaser which relate to those Lots not yet acquired by

Purchaser at the time of such termination. All rights and obligations hereunder of Seller and
Purchaser, which relate to those Lots acquired by Purchaser prior to termination, shall remain
in full force and effect.


16. NOTICES.



     Whenever any notice is required or permitted hereunder, such notice shall be in writing and
either (i) sent by certified mail, postage prepaid, return receipt requested, (ii) sent by
reputable overnight courier, or (iii) hand delivered, to the addresses as set forth below:


	 	 	 	 	 
	 
	 	PURCHASER:	 	Powell’s Neighborhoods II,
LLC
c/o Stanley Martin Companies, LLC
11111 Sunset Hills Road,
Suite 200
Reston, Virginia 20190
Attention: Stuart M. Ginsberg, Esq.




18








 





	 	 	 	 	 
	 

	 	WITH A COPY TO:
	 	Odin, Feldman & Pittleman, P.C.

9302 Lee Highway,
Suite 1100

Fairfax, Virginia 22031

Attention: Donald N. Goldrosen, Esq.
	 
	 	 	 	 
	 

	 	SELLER:
	 	Powell’s Landing LLC

c/o G.P. Homes

1420 Beverly Rd, #144

McLean, VA 22101
	 
	 	 	 	 
	 

	 	WITH A COPY TO:
	 	Haight, Tramonte, Yeonas, Roberts & Cochran, P.C.

8221 Old Courthouse Road, Suite 300

Vienna, Virginia 22182

Attn: George P. Yeonas, Esq.
	 
	 	 	 	 
	 

	 	ESCROW AGENT:
	 	Excel Title Corporation

4100 Monument Corner Drive,
Suite 310

Fairfax, Virginia 22030

Attn: Adriana
Rocha





Any such notice shall be deemed given when personally delivered or delivered by such courier or, if
mailed, when deposited in the mail. Each of the parties may change its address for notice purposes
by written notice given to the other party hereto in the manner set forth in this Section 16.




17. MISCELLANEOUS PROVISIONS.




     17.01 Brokers. Seller and Purchaser hereby represent to the other party that no agent,
broker or finder has been engaged with respect to this Agreement. In the event that any claim
for a commission or similar fee is asserted by any agent, broker or any other person or entity,
the parties agree to defend, indemnify and hold one another harmless with respect thereto to the
extent that the indemnifying party is shown to have been responsible for the creation of such
claim.



     17.02 Further Assurances. Seller and Purchaser agree to execute, acknowledge and
deliver any further agreements, documents or instruments that are reasonably necessary or
desirable to carry out the transaction contemplated by this Agreement.



     17.03 Entire Agreement; Amendments. This Agreement represents the entire agreement
between the parties with respect to the subject matter hereof, and supersedes all prior
negotiations, representations, statements and agreements, either written or oral, as to the
purchase or sale of the Property. No amendment to this Agreement shall be binding on Seller or
Purchaser unless such amendment is in writing and executed by both Seller and Purchaser.



19









 




     17.04 Governing Law. This Agreement and all transactions hereunder shall be governed
by the laws of the Commonwealth of Virginia.


     17.05 Survival. All representations, warranties, indemnifications and covenants
contained in this Agreement shall survive each Closing hereunder for a period of twelve (12)
months after the date of such Closing, except for any development obligations hereunder of
Seller or Purchaser which shall survive each respective Closing without any time limitation.


     17.06 Time. Time is of the essence in this Agreement.


     17.07 Severability. If any term, covenant or condition of this Agreement is held to be
invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect
any
other provision hereof, and this Agreement shall be construed as if such invalid or
unenforceable provision had never been contained herein.


     17.08 Successors. The terms and provisions of this Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and their respective heirs, successors,
legal
representatives and permitted assigns. Neither party to this Agreement shall have the right to
assign its rights and obligations under this Agreement to any individual or entity without the
consent of the other party, except that Purchaser shall be entitled to assign its rights and
obligations under this Agreement (upon written notice of such assignment to Seller) to any
partnership, corporation, limited liability company or any other entity in which Purchaser,
Martin
K. Alloy and/or Steven B. Alloy maintain management control. Seller is relying on the personal
expertise of the principals of Purchaser and therefore Purchaser may not assign its rights
hereunder nor alter its ownership interests as to effect an indirect transfer unless Martin K.
Alloy
and/or Steven B. Alloy maintain management control, without Seller’s express written consent,
except as permitted in the immediately preceding sentence.


     17.09 Risk of Loss. All risk of loss to the Property occurring at the time of or prior
to each Closing and all liabilities and expenses arising from the Property with respect to such
period of time shall be borne and paid for by Seller.


     17.10 Dates. Any dates specified in this Agreement for the performance of an
obligation hereunder or the expiration of any time period hereunder which falls on a Saturday, Sunday or
legal holiday shall be extended to the next day which is not a Saturday, Sunday or legal
holiday. For all purposes under this Agreement, the term “business days” shall be deemed all calendar
days other than Saturdays, Sundays and legal holidays.


     17.11 Possession. Possession of each of the Lots shall be given to Purchaser at the
time of each respective Closing hereunder, free and clear of all tenancies and other possessory
rights whatsoever.


     17.12 Litigation. In the event that either party is required to resort to litigation
to enforce its rights under this Agreement, Seller and Purchaser agree that any judgment awarded to the
prevailing party shall include all litigation expenses of the prevailing party, including
(without limitation) attorneys’ fees and court costs.


20








 




     IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed on the dates
set forth beside their respective signatures below.



	 	 	 	 	 	 	 
	 	 	SELLER:	 	 
	 
	 	 	 	 	 	 
	 	 	POWELL’S LANDING LLC,	 	 
	 	 	a Virginia limited liability company	 	 
	 
	 	 	 	 	 	 
	Date: 9/11/08

	 	By:	 	/s/ Charis C. Lapas	 (SEAL)	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	CHARIS C. LAPAS	 	 
	 

	 	Title:	 	MANAGER	 	 
	 
	 	 	 	 	 	 
	 	 	PURCHASER:	 	 
	 
	 	 	 	 	 	 
	 	 	POWELL’S NEIGHBORHOODS II, L.L.C.,	 	 
	 	 	a Virginia limited liability company	 	 
	 
	 	 	 	 	 	 
	Date: Sept. 11, 2008

	 	By:	 	/s/ Steven B. Alloy	 (SEAL)	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	STEVEN B. ALLOY	 	 
	 

	 	Title:	 	PRESIDENT	 	 







21












 





LIST OF EXHIBITS




	 	 	 	 	 
	Exhibit “A”

	 	-
	 	Plan/Plat
	 
	 	 	 	 
	Exhibit “B”

	 	-
	 	Lot Inspection Report
	 
	 	 	 	 
	Exhibit “C”

	 	-
	 	Schedule of Reimbursable Costs
	 
	 	 	 	 
	Exhibit “D”

	 	-
	 	Landscaping Plan, Materials/Specifications and Fence
and Hedge
	 
	 	 	 	 
	Exhibit “E”

	 	-
	 	Development Responsibility Schedule
	 
	 	 	 	 
	Exhibit “F”

	 	-
	 	Environmental Site Assessment
	 
	 	 	 	 
	Exhibit “G”

	 	-
	 	Grading Plan
	 
	 	 	 	 
	Exhibit “H”

	 	-
	 	Proffers
	 
	 	 	 	 
	Exhibit “I”

	 	-
	 	Modifications to Exterior Guidelines
	 
	 	 	 	 
	Exhibit “J”

	 	-
	 	Intentionally Deleted






22









 





EXHIBIT “A”




PLAN/PLAT





23









 








EXHIBIT “B”




LOT INSPECTION REPORT




     In accordance with the Lot Purchase Agreement dated                      between
Powell’s Neighborhoods II, LLC and Powell’s Landing LLC, an inspection was held on the
                     day of                     , 200___.



     All improvements shown on the approved plans, including clearing, rough grading, curbs,
gutters, sanitary sewers, storm sewers, water lines and paved streets required to be installed by
Powell’s Landing LLC in accordance with the terms of the Lot Purchase Agreement were found to be
complete and free of defects or damages, except as noted below:



	 	 	 	 	 
	Section	 	Lot Number	 	Remarks
	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 
	 	 







	 	 	 	 	 
	 

	 	APPROVED	 	 
	 
	 	 	 	 
	 

	 	 

Representative for Powell’s Neighborhoods II, L.L.C.
	 	 
	 
	 	 	 	 
	 

	 	Date                     	 	 
	 
	 	 	 	 
	 

	 	 
	 	 
	 

	 	Representative for Powell’s Landing LLC
	 	Date






 









 





EXHIBIT “C”




SCHEDULE OF REIMBURSABLE COSTS





 









 








EXHIBIT “D”




LANDSCAPING PLAN, MATERIALS/SPECIFICATIONS, AND FENCE AND HEDGE





	1.	 	Street trees on lot by Builder to be planted in five foot planting strip on the lot
side of the sidewalk. (Utility easement begins beyond this five-foot strip.)





	 	 	 	 	 
	 

	 	Species:
	 	Willow Oak (season permitting)

Pin Oak (alternative)
	 
	 	 	 	 
	 

	 	Caliper:
	 	Minimum 2” to 2 ‘/2”
	 
	 	 	 	 
	 

	 	Spacing:
	 	Thirty-feet o.c. with a minimum of two trees per lot.







	2.	 	Lots: Each lot will have either front yard fencing and/or shrubbery. There are six options
available (details attached). Contiguous lots must not have the same option.






	3.	 	Foundation planting plans to be provided by Builder and subject to the approval of the
Developer.





March 16, 2005




 









 










 









 







POWELLS LANDING LOT INFO




SECTION 11




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	FILL CERT
	 	 	 	 	 	 	GRASS STRIP	 	 	 	 	 	 	 	 	 	 	 	ZONING FOR	 	 	 	 	 	DELIVERED
	 	 	 	 	 	 	WIDTH IN	 	OPTION 1	 	OPTION 2	 	OPTION 4	 	OPTION 6	 	OPTION	 	OPTION	 	 	 	 	 	TO
	LOT#	 	ADDRESS #	 	STREET	 	FEET	 	SIDE HEDGE	 	FRONT HEDGE	 	FRONT FENCE	 	SIDE FENCE	 	COMPLETE	 	COMPLETE	 	BUILDER	 	CUT OR FILL	 	DEVELOPER
	 	 	 
	1
	 	16405
	 	Chattanooga
	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	 	 	FILL
	 	YES
	2
	 	16409
	 	Chattanooga
	 	 	 	 	 	 	 	X
	 	 	 	 	 	 	 	 	 	FILL
	 	YES
	3
	 	16413
	 	Chattanooga
	 	 	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	FILL
	 	YES
	4
	 	16417
	 	Chattanooga
	 	 	 	 	 	 	 	 	 	X
	 	 	 	 	 	 	 	FILL
	 	YES
	5
	 	16421
	 	Chattanooga
	 	 	 	 	 	 	 	X
	 	 	 	 	 	 	 	 	 	FILL
	 	YES
	6
	 	16425
	 	Chattanooga
	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	 	 	FILL
	 	YES
	7
	 	16429
	 	Chattanooga
	 	 	 	 	 	 	 	X
	 	 	 	 	 	 	 	 	 	FILL
	 	YES
	8
	 	16433
	 	Chattanooga
	 	 	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	FILL
	 	YES
	9
	 	16437
	 	Chattanooga
	 	 	 	 	 	 	 	 	 	X
	 	 	 	 	 	 	 	FILL
	 	YES
	10
	 	16441
	 	Chattanooga
	 	 	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	FILL
	 	YES
	11
	 	16445
	 	Chattanooga
	 	 	 	 	 	 	 	X
	 	 	 	 	 	 	 	 	 	FILL
	 	YES
	12
	 	16449
	 	Chattanooga
	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	 	 	FILL
	 	YES
	13
	 	16453
	 	Chattanooga
	 	 	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	FILL
	 	YES
	14
	 	16457
	 	Chattanooga
	 	 	 	 	 	 	 	 	 	X
	 	 	 	 	 	 	 	FILL
	 	YES
	15
	 	16461
	 	Chattanooga
	 	 	 	 	 	 	 	X
	 	 	 	 	 	 	 	 	 	FILL
	 	YES
	16
	 	16465
	 	Chattanooga
	 	 	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	FILL
	 	YES
	17
	 	16469
	 	Chattanooga
	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	 	 	FILL
	 	YES
	18
	 	16473
	 	Chattanooga
	 	 	 	 	 	 	 	X
	 	 	 	 	 	 	 	 	 	FILL
	 	YES
	19
	 	16477
	 	Chattanooga
	 	 	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	FILL
	 	YES
	20
	 	16481
	 	Chattanooga
	 	 	 	 	 	 	 	 	 	X
	 	 	 	 	 	 	 	FILL
	 	YES
	21
	 	16485
	 	Chattanooga
	 	 	 	 	 	 	 	X
	 	 	 	 	 	 	 	 	 	FILL
	 	YES
	22
	 	16489
	 	Chattanooga
	 	 	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	FILL
	 	YES
	23
	 	16493
	 	Chattanooga
	 	 	 	 	 	 	 	X
	 	 	 	 	 	 	 	 	 	FILL
	 	YES
	24
	 	16496
	 	Chattanooga
	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	 	 	FILL
	 	YES
	25
	 	16492
	 	Chattanooga
	 	 	 	 	 	 	 	X
	 	 	 	 	 	 	 	 	 	CUT
	 	N/A
	26
	 	16488
	 	Chattanooga
	 	 	 	 	 	 	 	 	 	X
	 	 	 	 	 	 	 	CUT
	 	N/A
	27
	 	16484
	 	Chattanooga
	 	 	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	FILL
	 	YES
	28
	 	16480
	 	Chattanooga
	 	 	 	 	 	 	 	X
	 	 	 	 	 	 	 	 	 	CUT
	 	N/A
	29
	 	16476
	 	Chattanooga
	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	 	 	CUT
	 	N/A
	30
	 	16476
	 	Chattanooga
	 	 	 	 	 	 	 	X
	 	 	 	 	 	 	 	 	 	CUT
	 	N/A
	31
	 	16468
	 	Chattanooga
	 	 	 	 	 	 	 	 	 	X
	 	 	 	 	 	 	 	CUT
	 	N/A
	32
	 	16464
	 	Chattanooga
	 	 	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	CUT
	 	N/A






					
	 	 	 	 	 
	 
	 	D=DONE N=NOT READY	 	 
	 
	 	C=CONFLICT TO INSTALL	 	 
	S11 Fence Hedge Spreadsheet
	 	R=READY W=READY SOON
	 	Page 1 of 2







 









 










	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	CERT
	 	 	 	 	 	 	GRASS STRIP	 	 	 	 	 	 	 	 	 	 	 	ZONING FOR	 	 	 	 	 	DELIVERED
	 	 	 	 	 	 	WIDTH IN	 	OPTION 1	 	OPTION 2	 	OPTION 4	 	OPTION 6	 	OPTION	 	OPTION	 	 	 	 	 	TO
	LOT#	 	ADDRESS #	 	STREET	 	FEET	 	SIDE HEDGE	 	FRONT HEDGE	 	FRONT FENCE	 	SIDE FENCE	 	COMPLETE	 	COMPLETE	 	BUILDER	 	CUT OR FILL	 	DEVELOPER
	 	 	 
	33
	 	16460
	 	Chattanooga
	 	 	 	 	 	 	 	X
	 	 	 	 	 	 	 	 	 	FILL
	 	YES
	34
	 	16456
	 	Chattanooga
	 	 	 	 	 	 	 	 	 	X
	 	 	 	 	 	 	 	FILL
	 	YES
	35
	 	16452
	 	Chattanooga
	 	 	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	CUT
	 	N/A
	36
	 	16448
	 	Chattanooga
	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	 	 	CUT
	 	N/A
	37
	 	16444
	 	Chattanooga
	 	 	 	 	 	 	 	X
	 	 	 	 	 	 	 	Mike Review
	 	FILL
	 	YES
	37
	 	2142
	 	Jellico Ct.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	FILL
	 	Two Address
	38
	 	2134
	 	Jellico Ct.
	 	 	 	 	 	 	 	X
	 	 	 	 	 	 	 	 	 	FILL
	 	N/C
	39
	 	2130
	 	Jellico Ct.
	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	 	 	FILL
	 	YES
	40
	 	2126
	 	Jellico Ct.
	 	 	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	FILL
	 	YES
	41
	 	2122
	 	Jellico Ct.
	 	 	 	 	 	 	 	 	 	X
	 	 	 	 	 	 	 	FILL
	 	YES
	42
	 	2118
	 	Jellico Ct.
	 	 	 	 	 	 	 	X
	 	 	 	 	 	 	 	Mike Review
	 	CUT
	 	YES
	43
	 	2114
	 	Jellico Ct.
	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	 	 	FILL
	 	YES
	44
	 	2110
	 	Jellico Ct.
	 	 	 	 	 	 	 	X
	 	 	 	 	 	 	 	 	 	CUT
	 	N/A
	45
	 	2101
	 	Jellico Ct.
	 	 	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	FILL
	 	YES
	46
	 	2105
	 	Jellico Ct.
	 	 	 	 	 	 	 	X
	 	 	 	 	 	 	 	 	 	CUT
	 	YES
	47
	 	2109
	 	Jellico Ct.
	 	 	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	FILL
	 	YES
	48
	 	2113
	 	Jellico Ct.
	 	 	 	 	 	 	 	 	 	X
	 	 	 	 	 	 	 	FILL
	 	YES
	49
	 	2117
	 	Jellico Ct.
	 	 	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	FILL
	 	YES
	50
	 	2121
	 	Jellico Ct.
	 	 	 	 	 	 	 	X
	 	 	 	 	 	 	 	 	 	FILL
	 	YES
	51
	 	2125
	 	Jellico Ct.
	 	 	 	 	 	 	 	 	 	X
	 	 	 	 	 	 	 	FILL
	 	YES
	52
	 	2129
	 	Jellico Ct.
	 	 	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	FILL
	 	YES
	53
	 	2141
	 	Jellico Ct.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Mike Review
	 	CUT
	 	Two Address
	53
	 	16436
	 	Chattanooga
	 	 	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	CUT
	 	YES
	54
	 	16432
	 	Chattanooga
	 	 	 	 	 	 	 	X
	 	 	 	 	 	 	 	 	 	CUT
	 	YES
	55
	 	16428
	 	Chattanooga
	 	 	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	CUT
	 	N/A
	56
	 	16424
	 	Chattanooga
	 	 	 	 	 	 	 	 	 	X
	 	 	 	 	 	 	 	CUT
	 	N/A
	57
	 	16420
	 	Chattanooga
	 	 	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	CUT
	 	N/A
	58
	 	16416
	 	Chattanooga
	 	 	 	 	 	 	 	X
	 	 	 	 	 	 	 	 	 	CUT
	 	N/A
	59
	 	16412
	 	Chattanooga
	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	 	 	CUT
	 	N/A
	60
	 	16408
	 	Chattanooga
	 	 	 	 	 	X
	 	 	 	 	 	 	 	 	 	 	 	CUT
	 	N/A
	61
	 	16404
	 	Chattanooga
	 	 	 	 	 	 	 	X
	 	 	 	 	 	 	 	 	 	CUT
	 	N/A
	A
	 	2138
	 	Jellico Ct.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	B
	 	16497
	 	Chattanooga	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	C
	 	16479
	 	Chattanooga	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	D
	 	2104
	 	Jellico Ct.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






					
	 	 	 	 	 
	 
	 	D=DONE N=NOT READY	 	 
	 
	 	C=CONFLICT TO INSTALL	 	 
	S11 Fence Hedge Spreadsheet
	 	R=READY W=READY SOON
	 	Page 2 of 2







 











 





			
	 	 	 
	EXHIBIT “E”
	 	DEVELOPER/BUILDER RESPONSIBILITY SCHEDULE






	 	 	 	 	 	 	 
	Description	 	Developer	 	Builder	 	Remarks
	Engineering & Design
	 	 	 	 	 	 
	Topographic Survey
	 	X	 	 	 	 
	Rough Grading
	 	X	 	 	 	 
	Finish Grading
	 	 	 	X	 	 
	Flood plain studies
	 	X	 	 	 	 
	Wetlands delineation
	 	X	 	 	 	 
	Limits of Clearing
	 	X	 	 	 	 
	Soils tests/Borings
	 	X	 	 	 	 
	Soils tests/Footings/Compaction
	 	 	 	X	 	 
	Final Development Plans
	 	X	 	 	 	 
	Water & Sewer Plans- site
	 	X	 	 	 	 
	Water & Sewer Plans- lot
	 	 	 	X	 	 
	Storm Drain Plans
	 	X	 	 	 	 
	Road Plans
	 	X	 	 	 	 
	Pavement Design: subdivision
	 	X	 	 	 	 
	Pavement Design: driveways
	 	 	 	X	 	 
	Driveway center line plans
	 	 	 	X	 	 
	Site Grading& Erosion Plans
	 	X	 	 	 	 
	Revisions to Accommodate Builder Changes
	 	 	 	X	 	 
	Lot Grading Plans
	 	 	 	X	 	 
	Typical Lot Grading Specification
	 	 	 	X	 	 
	Soil Erosion Sediment Plans
	 	 	 	 	 	 
	Site
	 	X	 	 	 	Maintenance by Bldr after lot purchase on-lot only
	Lot
	 	 	 	X	 	 
	Building Permit Plans w/House
Grading/Footprint
	 	 	 	X	 	 
	Architectural Plans
	 	 	 	X	 	 
	Model Plans
	 	 	 	X	 	 
	Recreation Plan
	 	X	 	 	 	 
	Reproduction & Printing
	 	 	 	 	 	 
	Subdivision/Final Constr Plans
	 	 	 	 	 	 
	1 blueline set
	 	X	 	 	 	 
	Grading Plans
	 	 	 	 	 	 
	1 blueline set
	 	 	 	X	 	 
	Building Permits Plans
	 	 	 	 	 	 
	1 blueline set
	 	 	 	X	 	 
	4 sepia/Mylar sets
	 	 	 	X	 	 
	 
	Plats & Legal Documentation
	 	 	 	 	 	 
	Record Plat
	 	X	 	 	 	 
	Easement Documents: site
	 	X	 	 	 	 
	Utility easements: site
	 	X	 	 	 	 
	HOA documents
	 	X	 	 	 	 
	HOA disclosure for homebuyer
	 	X	 	 	 	 
	FHA/VA approvals
	 	 	 	X	 	 






August        , 2008




1









 








			
	 	 	 
	EXHIBIT “E”
	 	DEVELOPER/BUILDER RESPONSIBILITY SCHEDULE






Permits, Bonds, Fees, Approvals




	 	 	 	 	 	 	 
	Description	 	Developer	 	Builder	 	Remarks
	Plan review fees
	 	 	 	 	 	 
	Initial Submission

	 	X	 	 	 	 
	Subsequent Submission

	 	X	 	 	 	 
	House Grading Revisions

	 	 	 	X	 	 
	Grading & Sediment Control
	 	 	 	 	 	 
	Site & right-of-way

	 	X	 	 	 	 
	Lots

	 	 	 	X	 	 
	PI Bonds & Inspection Fees
	 	 	 	 	 	 
	Public Work Insp Fee/Surety

	 	X	 	 	 	 
	Utility Insp Fee/Surety

	 	X	 	 	 	 
	Public Works Main Bond

	 	X	 	 	 	 
	Utility Main Bond

	 	X	 	 	 	 
	On-site General

	 	X	 	 	 	 
	On-lot

	 	 	 	X	 	 
	Utility Services

	 	 	 	X	 	 
	Driveway Aprons

	 	 	 	X	 	 
	Historical & Archaeological

	 	X	 	 	 	 
	Coordinate Primary electric, telephone, gas
	 	 	 	 	 	 
	From ROW through site

	 	X	 	 	 	 
	On-lot

	 	 	 	X	 	 
	Electric, telephone, gas
	 	 	 	 	 	 
	service connections on-lot

	 	 	 	X	 	 
	Facility Charge for Sewer & Water

	 	 	 	X	 	 
	Sewer & water tap fees

	 	 	 	X	 	 
	SWM ProRata Share

	 	X	 	 	 	 
	Transportation Improvements Contrib

	 	X	 	 	 	 
	School Contribution

	 	 	 	X	 	 
	 
	Stakeout
	 	 	 	 	 	 
	Clearing & Grading: Site

	 	X	 	 	 	 
	Lots Stakeout Controls/Once only

	 	X	 	 	 	 
	House Stakeout

	 	 	 	X	 	 
	Computations — house stakeout

	 	 	 	X	 	 
	Sanitary, Storm Water
	 	 	 	 	 	 
	Offsite

	 	X	 	 	 	 
	On Lot

	 	 	 	X	 	 
	Curb & Gutter

	 	X
	 	 	 	using Builder’s driveway centerline plan
	Telephone, Electric, Gas
	 	 	 	 	 	 
	Offsite

	 	X	 	 	 	 
	On Lot

	 	 	 	X	 	 
	Final lot surveys

	 	 	 	X	 	 
	Wall checks, final house location surveys

	 	 	 	X	 	 
	Permanent lot corners

	 	 	 	X	 	 
	As-builts rights-of-way

	 	X	 	 	 	 
	Traverse controls & benchmarks

	 	 	 	X
	 	One-time only






August          , 2008



2









 








			
	 	 	 
	EXHIBIT “E”
	 	DEVELOPER/BUILDER RESPONSIBILITY SCHEDULE






	 	 	 	 	 	 	 
	Description	 	Developer	 	Builder	 	Remarks
	Clear and Grade
	 	 	 	 	 	 
	 
	ROW & off-site

	 	X	 	 	 	 
	Recreation area & trails

	 	X	 	 	 	 
	On Lot rough grading

	 	X	 	 	 	 
	On Lot finish grading

	 	 	 	X	 	 
	Lot grading specification

	 	 	 	X	 	 
	Engineer certified fill & compaction

	 	X	 	 	 	 
	ROW & off-site

	 	X	 	 	 	 
	Recreation area & trails

	 	X	 	 	 	 
	On Lot rough grading

	 	X
	 	 	 	One-time only
	Fill or Cut
	 	 	 	 	 	 
	ROW & off-site

	 	X	 	 	 	 
	Recreation area & trails

	 	X	 	 	 	 
	On Lot

	 	X	 	 	 	 
	On Lot after delivery

	 	 	 	X	 	 
	Basement excavation

	 	 	 	X	 	 
	On-lot backfill, finish, fine grading

	 	 	 	X	 	 
	 
	Storm Drainage, Erosion Control
	 	 	 	 	 	 
	Install storm drains

	 	X	 	 	 	 
	ROW, off-site, rec area

	 	X	 	 	 	 
	House footing & discharge drains

	 	 	 	X	 	 
	Stormwater management pond

	 	X	 	 	 	 
	Provide & maintain on-site drainage

	 	X	 	 	 	 
	Provide & maintain on-lot drainage

	 	 	 	X	 	 
	Install initial erosion & sediment controls

	 	X	 	 	 	 
	Maintain site erosion controls

	 	X
	 	 	 	Prior to lot delivery
	Maintain site erosion controls

	 	 	 	X
	 	After lot delivery
	Maintain storm water mgmt pond

	 	X	 	 	 	 
	Remove site erosion controls

	 	X
	 	 	 	Prior to lot delivery
	Remove site erosion controls

	 	 	 	X
	 	After lot delivery
	Install, maintain & remove on-lot erosion &

sediment controls

	 	 	 	X	 	 
	 
	Sanitary Sewer & Water
	 	 	 	 	 	 
	Install mains

	 	X	 	 	 	 
	Install laterals to property line

	 	X	 	 	 	 
	Install lateral on lot -5’ inside property line

	 	 	 	X	 	 
	- On-lot sewer & water service (including
water pressure reducers and booster, sump
pumps, grinder pumps or roof drains, if
necessary)

	 	 	 	X	 	 
	Water meter vaults

	 	X
	 	 	 	One-time only
	Water meter installation

	 	 	 	X	 	 
	Water meter adjustments (except as noted on
lot inspection report)

	 	 	 	X	 	 






August          , 2008




3









 








			
	 	 	 
	EXHIBIT “E”
	 	DEVELOPER/BUILDER RESPONSIBILITY SCHEDULE






	 	 	 	 	 	 	 
	Description	 	Developer	 	Builder	 	Remarks
	Other Utilities
	 	 	 	 	 	 
	Processing, coordination
	 	 	 	 	 	 
	On-site

	 	X	 	 	 	 
	On-lot

	 	 	 	X	 	 
	Install primary electric, gas, phone
	 	 	 	 	 	 
	On-site

	 	X	 	 	 	 
	On-lot

	 	 	 	X	 	 
	Utility conduit for ROW crossings

	 	X	 	 	 	 
	Utility conduit on-lots

	 	 	 	X	 	 
	 
	Streets
	 	 	 	 	 	 
	Street paving base & topping

	 	X	 	 	 	 
	Driveways & aprons

	 	 	 	X	 	 
	Curb & Gutter

	 	X	 	 	 	 
	Sidewalks:
	 	 	 	 	 	 
	Off-site (ROW Common areas)

	 	X	 	 	 	 
	On-Lot

	 	 	 	X	 	 
	Within ROW abutting lots

	 	 	 	X	 	 
	Trails & Bike Paths

	 	X	 	 	 	 
	Street signs & St. lights (if required)

	 	X	 	 	 	 
	Pavement markings

	 	X	 	 	 	 
	Mail boxes

	 	 	 	X	 	 
	Curb & Pavement Repairs
	 	 	 	 	 	 
	Within public ROW

	 	X	 	 	 	 
	On-site after completion inspection

	 	 	 	X	 	 
	 
	Miscellaneous
	 	 	 	 	 	 
	Landscaping, including all trees

	 	 	 	X	 	 
	Seed, sod lot (including ROW)

	 	 	 	X	 	 
	Seed during rough grading

	 	X	 	 	 	 
	Retaining Walls on approved grading plan
	 	 	 	 	 	 
	Common areas, ROW

	 	X	 	 	 	 
	On-lots

	 	 	 	X	 	 
	Entry monument construction

	 	X	 	 	 	 
	Entry monument landscaping

	 	X	 	 	 	 
	Recreation area landscaping

	 	X	 	 	 	 
	Fencing: ROW

	 	X	 	 	 	 
	Fencing: Lots

	 	 	 	X	 	 
	 
	Maintenance, Bond Release
	 	 	 	 	 	 
	Sediment trap maintenance
	 	 	 	 	 	 
	on-site

	 	X	 	 	 	 
	on-site& lots after delivery

	 	 	 	X	 	 
	Sediment trap removal, grade & sod
	 	 	 	 	 	 
	on-site

	 	X	 	 	 	 
	on-lot

	 	 	 	X	 	 






August          , 2008




4









 








			
	 	 	 
	EXHIBIT “E”
	 	DEVELOPER/BUILDER RESPONSIBILITY SCHEDULE






	 	 	 	 	 	 	 
	Description	 	Developer	 	Builder	 	Remarks
	Storm drain maintenance & flush
	 	 	 	 	 	 
	on-site

	 	X	 	 	 	 
	on-site & lots after delivery

	 	 	 	X	 	 
	Entry monument maintenance

	 	X	 	 	 	 
	Trash maintenance prior to delivery

	 	X	 	 	 	 
	Trash maintenance after delivery

	 	 	 	X	 	 
	Landscape, sod, tree replacement
	 	 	 	 	 	 
	Entry monument & common area

	 	X	 	 	 	 
	On-lots

	 	 	 	X	 	 
	Snow & ice removal
	 	 	 	 	 	 
	Before lot delivery

	 	X	 	 	 	 
	After lot delivery

	 	 	 	X	 	 






August          , 2008





5











 





EXHIBIT “F”




ENVIRONMENTAL SITE ASSESSMENT RECEIVED




 









 





EXHIBIT “G”




GRADING PLAN RECEIVED




 









 





EXHIBIT “H”




PROFFERS RECEIVED




 









 





EXHIBIT “I”




EXTERIOR GUIDELINES





 









 






10/30/00





THE VILLAGES AT POWELLS LANDING




EXTERIOR GUIDELINES



The following are general guidelines. All specific selections must be approved in writing.





	 	1.	 	Front Siding




Wood lap siding

Vinyl beaded siding

Cement lap siding

Vinyl cedar-type shakes





	 	2.	 	Water Table




Brick or stone in front

Concrete formed brick, sides and rear

Optional brick or stone sides and rear





	 	3.	 	Side & Rear siding




Wood lap siding

Vinyl beaded siding

Cement lap siding

Vinyl cedar shakes

Brick or Stone





	 	4.	 	Basement




Concrete formed brick

Painted to match siding (except if siding is brick)





	 	5.	 	Windows




Wood or Vinyl

All with mullions

Upper Windows       5’ or larger

Lower Windows       6’ or larger

Side Windows          Minimum
of 2 (minimum of 4 on comer lots)





	 	6.	 	Front door




Wood or Fiberglass

Single or double sidelight





	 	7.	 	Shutters




Vinyl

Raised panel





	 	8.	 	Roofing




Architectural grade textured




1









 





10/30/00





	 	9.	 	Gutters




Aluminum, Painted or pre-finished





	 	10.	 	Rakes, Soffit, Vents, Comer Boards (required)




Wood,
Vinyl or Fypon





	 	11.	 	Soffit Trim




Flat Board,
Crown or Dental (vary per elevation)





	 	12.	 	Stoop & steps




Brick or Stone





	 	13.	 	Railings




Metal, Wood or Vinyl





	 	14.	 	Fireplaces




Doghouse w/siding

Brick or Stone optional w/ full chimney or doghouse





	 	15.	 	Lead walk




Concrete or Pavers





	 	16.	 	Sidewalk




Concrete





	 	17.	 	Driveway 




Asphalt
– remain





	 	18.	 	Electrical




Front
Door Lights – 2

Garage Lights – 1  (with three car garage – 2)

Post Light – TBD





	 	19.	 	Hose Bibbs




Minimum of Front & Rear





	 	20.	 	Exterior Outlets




Minimum of Front & Rear





	 	21.	 	Ceiling Heights




Basement
9’ or more 

Main Level 9’ or more

Upper Level 8’ or more





	 	22.	 	Landscaping (representative plan to be approved)




Sod

Trees – 2 or more

Shrubs – 15 or more




2









 





10/30/00





	 	23.	 	Fence




AC units to be screened on front & side with white vinyl picket fence

Other fencing TBD

Chain Link & Stockade prohibited





	 	24.	 	Paint (exterior color packages to be approved)




One color trim or vinyl

Shutters one color

Front door one color

Garage door – trim color





	 	25.	 	Garage doors (submit for approval)
	 
	 	26.	 	Roof pitch




Minimum of 7/12





	 	27.	 	Elevations




No flat fronts





	 	28.	 	House Numbers




Brass or black

Nailed directly to house or decorative wood backer





	 	29.	 	Exterior Door Hardware




Kick
– plate

Lever or Thumb handle w/ brass rear plate

Door Bell





	 	30.	 	Mailboxes




by , Installed by Builder




3









 





EXHIBIT “J”




INTENTIONALLY DELETED