Blueprint





 







Exhibit 10.33


 



AMENDMENT TO PROJECT DEVELOPMENT AND MANAGEMENT



AGREEMENT FOR BALLENGER RUN PUD


 


 


THIS
AMENDMENT (hereinafter referred to as the “Amendment”),
made as of this 16th day of October 2019
by and between Adams-Aumiller Properties, LLC
(“Adams-Aumiller”) and Cavalier Development Group, LLC
(“Cavalier”) (together Adams-Aumiller and Cavalier are
referred to as the “Developers”) and SeD Maryland
Development, LLC (the “Owner”).


 



RECITALS


 


WHEREAS, MacKenzie
Development Company, LLC, Cavalier and Owner entered into a Project
Development and Management Agreement for Ballenger Run PUD dated
February 25, 2015 (the “Contract”), a copy of which is
attached as Exhibit A hereto and made part hereof by reference;
and


 


WHEREAS, MacKenzie
Development Company, LLC assigned and transferred all its rights,
obligations and interests in the Contract to Adams-Aumiller
pursuant to an Assignment and Assumption Agreement dated September
15, 2017, a copy of which is attached as Exhibit B hereto and made
part hereof by reference; and


 


WHEREAS,
Adams-Aumiller, Cavalier and Owner desire to amend the Contract to
include the development of an additional 36 lots in the
Project.


 


 


NOW,
THEREFORE, FOR AND IN CONSIDERATION of the mutual entry into this
Amendment by the parties hereto, and for other good and valuable
consideration, the receipt and adequacy of which are hereby
acknowledged by each party hereto, the parties hereto hereby agree
as follows:


 




1.

Developers will
seek all County approvals to permit 36 age-restricted villa lots to
be built on the 5.975 acre parcel identified as Lot D Ballenger Run
which is recorded in the Land Records of Frederick County in book
100 page 48 (the “CCRC Parcel”). This rezoning approval
will require an amendment to the originally approved Adequate
Public Facilities Memorandum of Understanding and the
Developer’s Rights and Responsibilities Agreement. Developers
will attend all County Council, Planning Commission, staff, and
other meetings as required. Owner’s legal counsel will also
support this effort.






 




2.

With the assistance
of the Owner’s engineer, Developers will seek site plan
approval from Frederick County for the CCRC Parcel which is to
include 36 attached single-family lots. Developers will attend all
Planning Commission, public and staff meetings required for site
plan approval.






 




3.

For the CCRC
Parcel, Developer will perform all necessary Services To Be
Provided By Developers as outlined in Section 2 of the Contract A.
This includes but is not limited to engineering approvals, lot
development and construction and close out services.






 




4.

Compensation for
Services for development of the CCRC Parcel shall be as
follows:






 




 








 






 




i.

A fee of $50,000 to
by paid by Owners to the Developers and due by October 31, 2019.
This fee shall be paid $27,500 to Cavalier and $22,500 to
Adams-Aumiller. Invoices will be sent by Cavalier and
Adams-Aumiller to Owner. Upon payment of this $50,000 fee, the
$50,000 fee for the sale of the CCRC Parcel as outlined in Section
4f of the Contract shall no longer be owed from Owner to
Developers.






 




ii.

A fee of $2,500 for
every villa lot in the CCRC Parcel which is sold and settled to a
third party. This fee shall be paid to the Developers at the time
of settlement and shall be included on the settlement statement for
each villa lot. The fee shall be paid as $1,375 to Cavalier and
$1,125 to Adams-Aumiller. An invoice will not be issued for these
fees, but Owner shall instruct the settlement agent to make the
payments to the Developers at lot settlement. For only these 36
lots included in the CCRC Parcel, the fees outlined in Section 4d
and 4e of the Contract shall not be owed from Owner to
Developers.






 




5.

Except to the
extent modified herein, all of the terms, conditions and provisions
of the Contract and Assignment and Assumption Agreement are hereby
ratified and declared to be in full for and effect.






 


IN
WITNESS WHEREOF, each party hereto has executed and sealed this
Agreement by its duly authorized representative, as of the day and
year first above written.


 


	

WITNESS:

	

Adams-Aumiller
Properties, LLC


	
 

	
 


	
 

	
 


	
 

	

By:
/s/ Robert J. Aumiller,
Jr. (SEAL)


	
 

	

Robert
J. Aumiller, Jr., Manager


	
 

	
 


	
 

	
 


	

WITNESS:

	

Cavalier
Development Group, LLC


	
 

	
 


	
 

	
 


	
 

	

By:
/s/ Stephen P. Oder 
(SEAL)


	
 

	

Stephen
P. Oder, Manager


	
 

	
 


	
 

	
 


	

WITNESS:

	

SeD
Maryland Development, LLC


	
 

	

By: SeD
Development Management, LLC, Manager


	
 

	
 


	
 

	
 


	
 

	

By:
/s/ Charles W.S.
MacKenzie  (SEAL)


	
 

	

Charles
W.S. MacKenzie, Manager












 




 








 







EXHIBIT A


 



Project Development and Management Agreement dated February 25,
2015


 


 


 


 


 




 








 







EXHIBIT B


 



Assignment and Assumption Agreement dated September 15,
2017