Blueprint




 






Exhibit 10.11

 

PROJECT
DEVELOPMENT

AND
MANAGEMENT AGREEMENT FOR

BALLENGER
RUN PUD

 

THIS PROJECT
DEVELOPMENT AND MANAGEMENT AGREEMENT (the “Agreement”)
is made as of this 25th day of February,
2015, by and between MacKenzie Development Company, LLC
(“MacKenzie”) and Cavalier Development Group, LLC
(“Cavalier”) (together MacKenzie and Cavalier are
referred to as the “Developers”) and SeD Maryland
Development, LLC (the “Owner”).

 


EXPLANATORY STATEMENT

 

The Owner is the
contract purchaser of the Project (hereinafter defined). The Owner
has requested that the Developers work together to provide various
services relating to the development, construction and sale of the
Project. Developers are jointly willing to provide such services
upon the terms and conditions hereinafter set forth.

 

NOW, THEREFORE, in
consideration of the mutual covenants hereinafter set forth and
other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, and in consideration of the
Explanatory Statement, which shall be deemed to be a part of this
Agreement, the parties hereto do hereby covenant, agree, represent,
and warrant as follows:

 




1.

Project.





 

The Project
consists of approximately 197± acres of developable land zoned
PUD located in Frederick County, Maryland. The property is further
defined as “Ballenger Run PUD” identified as Parcels
53, 54 and 243 on Tax Map 86. The Project has conditional Phase II
approvals for the subdivision of 443 residential lots plus
remainder parcels dedicated for multi-family development, parkland,
a schools site and amenity space.

 




2.

Services To Be Provided By
Developers.





 

Owner hereby
employs Developers, and Developers hereby accept the employment by
Owner, to provide various Services for the development,
construction and sale of the Project. These Services include all
reasonable tasks necessary to timely develop, construct and sell
the Project in accordance with Owner’s goals. A list of these
Services is attached hereto as Exhibit A (the
“Services”). The Developers agree to provide these
Services pursuant to the terms of this Agreement. The Developers
will represent the Owner in all matters related to the Project.
Robert J. Aumiller Jr. of MacKenzie will act as the primary point
of contact for the Owner and as the “owner’s
representative”. Stephen P. Oder of Cavalier will act as the
primary on-site manager and local Frederick County
specialist.

 



 

1






 








3.           

Term.





 

The term of this
Agreement and the employment of Developers by Owner pursuant hereto
shall be for an initial term of seventy-eight (78) months and shall
commence as of the execution of this Agreement. The parties
understand and agree that the initial term represents the
Owner’s estimate of the completion time for the Project. If
the Project cannot be completed prior to the end of the initial
term, then the parties may agree to extend the term and the monthly
fees paid hereunder by an amendment to this Agreement.

 




4.           

Compensation for
Services.





 

In consideration
for the Services to be rendered by Developers, Owner agrees to pay
to Developers the following fees:

 




a.

A preliminary
development fee (“Pre-Development Fee”) of $22,000 per
month for the development entitlement work required to obtain
unconditional approval of the improvements plans for the first
phase of the Project. It is projected by the Owner it will take
seven (7) months to obtain such approvals. The first monthly
Pre-Development Fee shall be paid upon the execution of this
Agreement and shall be paid monthly for the first seven (7) months
of the initial term of this Agreement.








b.

Subsequent to the
payment of the last monthly Pre-Development Fee, a development fee
(“Development Fee”) of $14,667 per month for the land
development and project management of the Project. The monthly
Development Fee shall be paid one month after the last payment of
the Pre-Development Fee. The monthly Development Fee shall be paid
through the month that the last of all the single-family and
townhome lots have been sold and settled to third party purchasers.
It is projected by the Owner that it will take seventy (70) months
from the date of execution of this Agreement sell and settle all
such lots.








c.

Subsequent to the
payment of the last monthly Development Fee, a close-out fee
(“Close-Out Fee”) of $11,000 per month for the
close-out of the Project and the release of guarantees and
securities as required by the government authorities. Close-out
shall be deemed complete at such time as the Developers are able to
cause the release of any and all guaranties or posted securities or
bonds provided by the Owner to develop the Project. It is projected
by the Owner that it will take eight (8) months after the sale and
settlement of the last lot provided for under 4(b) above to
close-out the Project.








d.

A fee of $1,200 per
every single-family lot sold and settled to a third party. This fee
shall be paid to the Developers at the time of settlement and shall
be paid from the lot settlement proceeds.








e.

A fee of $500 for
every townhouse lot sold and settled to a third party. This fee
shall be paid to the Developers at the time of settlement and shall
be paid from the lot settlement proceeds.








f.

A fee of $50,000
for every multi-family parcel or lot sold and settled to a third
party. This fee shall be paid to the Developer at the time of
settlement and shall be paid from the parcel settlement proceeds.
Developers and Owner acknowledge that presently there are two (2)
multi-family parcels which are part of the Project; a 210±
unit multi-family parcel and a 200± unit CCRC parcel. The
Owner shall pay this fee to the Developers so long as settlement of
the parcel(s) occurs within ten (10) years of the execution of this
Agreement and regardless of the expiration of the initial term of
this Agreement.





 



 

2






 





 

The Owner
acknowledges that the fees payable by Owner herein are fair and
reasonable for the services provided by the Developers hereunder.
Developers will submit separate monthly invoices to the Owner on or
about the 1st day of each month
for the monthly fees and the Owner shall make payment on the
monthly invoice no later than the 10th day of each month
following the initial payment. Lot settlement fees are due at the
time of settlement of each lot or parcel as described above. All
unpaid invoices are subject to 1.0% interest per month on the
balance due. Developers will be permitted to allocate monthly fees
and lot settlement fees between MacKenzie and Cavalier and submit
separate monthly invoices to be paid directly by the Owner.
Reimbursable expenses will be billed at cost plus 15% and include,
but are not limited to, print reproduction, mileage outside of
Frederick County or outside of Developers’ normal commute
from its office to the Project, postage or commercial delivery
fees, parking fees, or any other expense reasonably related to
Developers’ services. Developers will take reasonable efforts
to keep all reimbursable expenses to a minimum.

 




5.           

Costs and
Expenses.





 

Developers shall
have no responsibility whatsoever for the payment of any costs
incurred in connection with the development of the Project
(including architectural, engineering, legal and construction costs
and fees). All such costs and charges shall be borne solely by
Owner. Developers shall be responsible for its own overhead
expenses incurred in the pursuit of its obligations under this
Agreement.

 




6.           

Owner’s
Responsibility.





 

Owner hereby agrees
that it shall cooperate with Developers in expediting the
development of the Project. Charles W.S. MacKenzie, or his
designee, is hereby recognized as the authorized representative of
Owner in making all decisions related to the Project and in
executing all documents on behalf of Owner in connection with the
Project and this Agreement. Developers shall, at all times during
the term of this Agreement, keep Owner fully advised on the
progress of development of the Project.

 




7.           

Liability
Insurance.





 

Owner shall keep in
full force and effect, at its expense, so long as this Agreement
remains in effect, public liability insurance with respect to the
Property, naming Developers as an additional insured, with minimum
limits of $1,000,000 on account of bodily injuries or death and
$1,000,000 for property damage; and such policy or policies of
insurance shall contain a provision that they will not be modified
or canceled except upon at least thirty (30) days’ advance
written notice to Developers; and a copy of such policy or policies
shall be delivered to Developers by Owner promptly following the
execution of this Agreement.

 




8.           

Indemnification.





 




(a)           

Developers hereby
agree to indemnify and save Owner harmless from and against any and
all claims, actions, damages, losses and expense of any kind
whatsoever (including reasonable attorneys’ fees) arising out
of or in connection with the negligent or willful acts and
omissions of Developers, its employees and agents with respect to
the performance of their respective obligations and duties
hereunder.







 

3






 





 




(b)           

Owner hereby agrees
to indemnify and save Developers harmless from and against any and
all claims, actions, damages, losses and expenses of any kind
whatsoever (including reasonable attorneys’ fees) arising out
of or in connection with Owner’s negligent or willful acts
and omissions in connection with the development and construction
of the Project.





 




9.           

Termination.





 

This Agreement may
be terminated as follows:

  






(a)           

Owner may terminate
this Agreement immediately for cause. “For cause” means
Owner has demonstrable evidence of either (i) fraud committed by
Developers, (ii) insubordination by Developers, or (iii) repeated
failure by Developers to meet reasonable deadlines, if and only if
the failure to meet deadlines is within the reasonable control of
the Developers. Events caused by nature or acts of God, even if
anticipated by the parties, are deemed outside the reasonable
control of the Developers. If Owner terminates this Agreement for
cause, Owner shall within ten days pay any remaining balance of the
monthly fee and per lot fee earned to date, as
applicable.





 




(b)           

Owner may terminate
this Agreement for reasons other than cause with 30 days written
notice to Developers. If this agreement is terminated for reasons
other than for cause, within 30 days of the termination date, Owner
shall pay (i) any remaining balance of the monthly fee and per lot
fee earned to date, (ii) any outstanding reimbursable expenses, and
(iii) a fee of $100,000 representing an early termination
fee.





 




(c)           

Developers man
terminate this Agreement immediately in the event of failure of the
Owner to pay Developer any of the compensation under Section 4
hereof.





  






10.           

Notices. All notices, demands,
requests, consents, or approvals required or permitted under this
Agreement to be in writing shall be deemed to have been properly
given if and when mailed by certified mail, return receipt
requested, postage prepaid, or by electronic mail
(“Email”), at the following addresses indicated for
each party:





 


	
(a) if to
Owner:

	
c/o Charles W.S.
MacKenzie


	
 

	
312 Third Street,
Suite 101


	
 

	
Annapolis, MD
21403


	
 

	
cmackenzie@mackenzieequity.com


	
 

	
 


	
(b) and if to
Mackenzie:

	
MacKenzie
Development Company, LLC


	
 

	
2328 West Joppa
Road, Suite 200


	
 

	
Lutherville,
Maryland 21093


	
 

	
Attn: Robert J.
Aumiller, Jr.


	
 

	
rjaumiller@mackenziecommercial.com


	
 

	
 


	
(c) and if to
Cavalier:

	
Cavalier
Development Group, LLC


	
 

	
8114 Dam Number 4
Road


	
 

	
Williamsport, MD
21795


	
 

	
Attn: Stephen P.
Oder


	
 

	
soder@cavdev.com


	
 

	
 


	
(d) such other
addresses by any party to the other parties by notice in
writing pursuant to the provisions of this Section.









 



 

4






 





 




11.           

Governing Law. This Agreement
shall be governed by, and shall be construed, in accordance with
the laws of the State of Maryland.





 




12.           

Burden; Benefit. This Agreement
shall be binding upon, and shall inure to the benefit of, the
parties hereto and, except as stated herein to the contrary, their
successors and assigns.





 




13.           

Gender. As provided herein and
as the context requires, the masculine gender shall be deemed the
feminine and neuter genders and vice versa; and the singular shall
be deemed to include the plural and vice versa.





 




14.           

Relationship. Nothing contained
in this Agreement shall be construed to create a relationship of
employer and employee between Developers and Owner, it being the
intent of the parties hereto that the relationship created hereby
is, in fact and intent, that of an independent contractor. Nothing
contained herein shall be deemed to constitute Owner and Developers
as partners or joint ventures. Furthermore, Developers hereby
certify that Charles W.S. MacKenzie is not an officer, member or
employee of Developers or MacKenzie Development Company, LLC and in
no way receives any compensation, fees or equity from
Developers.





 




15.           

Severability. If any provision
of this Agreement or application to any part or circumstances shall
be determined by any court of competent jurisdiction to be invalid
and unenforceable to any extent, the remainder of this Agreement or
the application of such provision to such personal circumstances,
other than those as to which it is so determined invalid or
unenforceable, shall not be affected thereby, and each provision
hereof shall be valid and shall be enforced to the fullest extent
permitted by law.





 

[Signatures follow
on next page]

 



 

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IN WITNESS WHEREBY,
the parties hereto have executed this Agreement as of the day and
year first above written.

 


	
 WITNESS:


	
 

	
MacKenzie
Development Company, LLC


	
 

	
 

	
 


	
 

	
 

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



	
 

	
 

	
Robert J. Aumiller,
Jr., Vice President


	
 

	
 

	
 


	
 WITNESS:


	
 

	
Cavalier
Development Group, LLC


	
 

	
 

	
 


	
 

	
 

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



	
 

	
 

	
Stephen P. Oder,
Manager


	
 

	
 

	
 


	
 WITNESS:      



	
 

	
SeD Maryland
Development, LLC


	
 

	
 

	
Inter-American
Development, its Manager


	
 

	
 

	
 


	
 

	
 

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



	
 

	
 

	
Charles W. S.
MacKenzie, Chief Development Officer


	
 

	
 

	
 
 






 



 

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EXHIBIT A

 

JOINT
PROJECT DEVELOPMENT AND MANAGEMENT SERVICES

 

The role of the
Developers is to act as the “Owner’s
Representative” in the development, construction and sale of
the Project. The Developers will act with integrity and honesty and
will use all commercially reasonable efforts to maximize the
investment objectives of the Owner. The Developers will perform all
reasonable tasks as necessary to this end including but not limited
to the following:

 




1.

Reporting: Report to the Owner
on the status of the Project through formal scheduled reports and
on an informal basis as the Owners requests. Maintain an updated
proforma, budgets and schedule for the Project reflecting current
conditions. Represent the Owner at all Project meetings. Provide
all necessary paperwork for monthly lender draws and letters of
credits as needed.





 




2.

Financing Assistance: Work with
Owner’s selected capital broker and lending institutions to
facilitate financing for the Project. Furnish required underwriting
and due diligence documents to lenders, review and recommend
underwriting assumptions, facilitate closing by providing required
land development documents and managing the Project according to
the terms and conditions of the loan documents. Provide ongoing
compliance reporting to lender and its selected inspectors and
auditors.





 




3.

Engineering and Development
Entitlements: Manage the civil engineering process to ensure
the timely and accurate completion of all required development
approvals and entitlements for each phase of construction. Ensure
the recordation of the subdivision plats and secure all required
permits, variances, public works agreements and approvals from
Town, County, State or Federal levels (including the stream
crossing). Provide value engineering along with the general
contractor, geo-tech and environmental consultants. Coordinate the
ongoing civil engineer and geo-tech engineer involvement during the
construction process and through close out. Represent Owner at all
public meetings and meetings with government staff and elected
officials.





 




4.

Dry Utilities and Amenities:
Coordinate efficient and timely installation of all dry utilities
(electric, gas, cable, etc.) with local gas, electric, cable and
phone providers. Oversee the engineering and construction of all
amenities including the clubhouse, pool, entrance monuments, street
lights, street trees, signage, reforestation, walking paths, parks,
playgrounds and cluster mailboxes. Marketing support will be
required for the design of amenities such as the clubhouse, entry
monuments and signage and is typically provided by the homebuilder
or an outside marketing firm.





 




5.

Construction: Conduct the
bidding process for all contractor work, recommend contractors to
the Owner and supervise all contractor work including that of the
general contractor. In association with Owner’s attorney,
negotiate and review building contracts with contractor to clearly
define construction responsibilities in order to minimize conflicts
in the field. Manage contractors to ensure fair pricing, quality
control and timely delivery of lots. Problem-solve all contractor
issues that may arise during construction (e.g. constructability
issues, scheduling issues, third-party claims, change order
negotiation, subcontractor disputes, lien actions, cost overruns).
Ensure compliance with all permits and regulatory requirements
including State discharge permits and erosion control
permits.





 



 

7






 





 




6.

Home Owners Association: Along
with Owner’s selected attorney, establish the required Home
Owners Association (“HOA”) and ensure its compliance
with the NVR lot purchase agreements. Act as HOA leadership and as
an Architectural Review Committee member until the association is
turned over to the residents at the required time. Represent Owner
at all HOA meetings and votes. Make recommendations for Owner to
hire a professional property management company to run the HOA
under Developers’ direction and supervision. The management
company will handle billing, collections, routine architectural
requests, conduct regular homeowners meetings and other daily
management duties. Fees for the management company are not a part
of this Agreement.





 




7.

Off-Site Requirements:
Coordinate all off-site development requirements for the Project
including the acquisition of required right-of-ways, the
construction improvements to Ballenger Creek Pike and negotiation
and payment of all fees-in-lieu required by governmental
authorities (medium priced dwelling units, school construction
fees, road escrow payments, etc.). Along with Owner’s
selected attorney oversee the negotiations with the Frederick
County Board of Education for the dedication of a school site and
the acquisition of an easement to Phase 4.





 




8.

Close-Out: Manage the close-out
process which includes dedicating all roads to the County or HOA,
obtaining certification and inspection of all stormwater management
devices, insuring compliance with all reforestation and landscaping
requirements, and ultimately obtaining a full release from all
permits and all posted construction bonds and letters of credit and
release from improvements imposed under all public works
agreements.





 




9.

LPA Compliance: Manage the lot
purchase agreements (“LPAs”) with NVR, Inc. and develop
and maintain the Project in compliance with the LPAs. Enforce
Owner’s rights under the LPAs and monitor lot purchase pace
and price. At Owner’s request, act as Owner’s agent to
settle all lots purchased under the LPAs. Design lot phasing
schedules to meet the timelines under the LPAs.





 




10.

Multi-Family Parcels: Assist
Owner’s selected broker with the marketing and sale of the
multi-family parcels to third parties including assemblage of
marketing materials, due diligence facilitation and entitlement
consultation. Coordinate construction with future multi-family
parcel purchasers.





 




11.

Costs Approvals: Review,
approve and code all invoices and costs for the Project and advise
Owner on the sufficiency and administration of all contracts
related to the Project. Solicit proposals for all contracted work
and recommend contractors to Owner for hire. Basic accounting for
the project will be the responsibility of the Owner.





 




12.

Manage Consultants: Manage all
consultants and contractors throughout the Project including
general contractors, subcontractors, landscapers, property
management companies, accountants, attorneys, engineers, geo-techs,
consultants, etc.





 



 

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13.

Other: Any other reasonable
development services requested by the Owner or required to complete
the Project in accordance with the development plan and necessary
to maximize the value of the Project for the Owner.





 

Please note that
some of the above Services require the assistance of a local real
estate attorney. Developers are not attorneys and any tasks which
must be performed by an attorney are not included in the scope of
the Services. Developers will recommend attorneys to the Owner and
work with the Owner’s selected attorney(s) to complete the
Services requiring legal assistance.

 

Additionally,
marketing responsibilities are not included in the scope of the
Services provided by the Developers. Many times the marketing
responsibilities are handled by the homebuilder and we recommend
that option for this Project. Developers will assist in all aspects
of marketing that relate to land development and will provide
recommendation whenever proposals are presented. This would include
review of community brochures, entry monument and clubhouse design
and signage.

 

 



 

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MacKenzie Development Company, LLC

Qualifications

 

MacKenzie
Development Company, LLC is development subsidiary of the MacKenzie
Companies, a full-service real estate firm focused on Maryland.
Together with its sister company, MacKenzie Communities, LLC,
MacKenzie has been developing residential and commercial projects
in and around the Baltimore Metro markets for over 45 years. We
develop projects for our own account and offer our development
services to select third parties for a fee. Not only are we experts
in land development but we also are experienced owners who
understand how decisions made at the land development level affect
the bottom line. We manage projects with a focus on meeting
investor expectations and maximizing returns. The following is a
list of our recent residential development projects:

 




1.

Windlass
Overlook





Baltimore County,
Maryland

61 Single-Family
lots in 2 phases

NVR (Ryan Homes) is
the builder for both phases

Currently 80% sold
out

 




2.

Stoneleigh
Summit





Baltimore County,
Maryland

36 Single-Family
Villa lots

NVR (Ryan Homes) is
the builder

Currently in land
development; full sellout projected in 2016

 




3.

Worthington
Green





Baltimore County,
MD

41 Single-Family
lots – homes sold for $1.5 – $3.0 million

Sold to multiple
custom home builders and end-users

Sold last lots in
2012

 




4.

Parkwood
Place





Baltimore County,
MD

70 Townhome
lots

Currently in
entitlement approval process

Will select
homebuilder in 2015 and sell finished lots starting in
2016

 




5.

Preserve
at Windlass Run





Baltimore County,
MD

412 lots, mix of
Single-Family and Townhome

Obtained all
Planned Unit Development (“PUD”) approvals

Terminated purchase
contract due to deal economics

 




6.

Granite
View Apartments





Baltimore County,
MD

318 unit market
rate apartment development

Currently in the
entitlement approval process

Limited partner
responsible for financial projections and due
diligence

 



 

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Cavalier Development Group, LLC

Qualifications

 

Our focus since
inception of the original Cavalier Development company in 1993 has
been the development of residential land in Frederick County. The
amount of residential development that we have managed over the
years is evidenced in our list of major projects that we have
participated in. We have a good local base of subcontractors who
are knowledgeable and dependable. The subcontractors we use are
very competitive in their bidding and are very responsive to us
because of the significant amount of work that we have solicited
and managed over the years.

 

We understand the
Frederick County process for development approvals and permitting.
Our excellent relationships with Frederick County staff and elected
officials enables us to accomplish tasks and gain approvals under
extremely tight timeframes. Our reputation for professionalism and
integrity are our keys to success.

 

The following is a
list of the major projects we are currently or have completed
developing:

 




1.

WESTWINDS: A
four-hundred forty-five (445) unit golf course community along Gas
House Pike in Frederick County, Maryland. Owner - Potomac
Frederick, LLC.





 




2.

RIVER OAKS: An
eighty-eight (88) unit single family community off of Route 144
east in Frederick County, Maryland. Owner - River Oaks Limited
Partnership.





 




3.

OVERLOOK PND: A
three hundred twenty-nine (329) unit Planned Neighborhood
Development in Frederick City, Frederick Maryland. Owner - Marvin
R. Blumberg Company.





 




4.

BALLENGER CROSSING
PUD: A four hundred seventy-five (490) unit Planned Unit
Development located off of Ballenger Creek Pike just south of
Frederick City. Owner - Marvin R. Blumberg Co.





 




5.

WALNUT RIDGE PND: A
five hundred fifty (550) unit Planned Neighborhood Development in
Frederick City, Maryland. Owner - Mr. & Mrs. Joseph Free.
Developer - Security Development Corporation.





 




6.

CANAL RUN PUD: A
five hundred seventy-five (575) unit Planned Unit Development in
Point of Rocks, MD. Owner – PV I, LLC.





 




7.

TILGHMAN PROPERTY: A
forty-four (44) lot single family community in Frederick City,
Maryland. Owner - Milton Henderickson.





 




8.

WILLOWBROOK: A
four-hundred two (402) lot single family and townhome community in
Frederick City, Maryland. Owner – Adler
Financial.





 




9.

TILGHMANTON HEIGHTS:
A sixty-two (62) lot single family community in Washington County,
Maryland. Owner – Dr. William Schneider.





 



 

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Robert J. Aumiller,
Jr.

	
Stephen P.
Oder


	
Vice
President

	
Manager


	
MacKenzie
Development Company, LLC

	
Cavalier
Development Group, LLC


	
2328 West Joppa
Road, Suite 200

	
8114 Dam Number 4
Road


	
Lutherville, MD
21093

	
Williamsport, MD
21795






 

February 23,
2015

 

 

SeD Maryland
development, LLC

c/o Charles W.S.
MacKenzie

312 Third Street,
Suite 101

Annapolis, MD
21403

 

RE: Project
Development and Management Agreement for Ballenger Run
PUD

 

Dear
Charley,

 

Pursuant to the
project development and management agreement for Ballenger Run PUD
dated February 25th, 2015, this letter
serves to clarify the process of how invoices will be sent to you
for the Services. Section 4 of the Agreement states that the
"Developers will submit separate monthly invoices to the Owner".
These invoices will be sent by email to you at cmackenzie@
mackenzieequity.com. An outline of how the invoices will divide the
fees between the Developers is below:

 

A. The
Pre-Development Fee of $22,000 per month will be invoiced as
$10,000 due to MacKenzie and $12,000 due to Cavalier.

 

B. The Development
Fee of $14,667 per month will be invoiced as $6,667 due to
MacKenzie and $8,000 due to Cavalier.

 

C. The Close-Out
Fee of $11,000 per month will be invoiced as $5,000 due to
MacKenzie and $6.000 due to Cavalier.

 

D. The $1,200 fee
for every single-family lot sale shall be payable in the amount of
$540 due to MacKenzie and $660 due to Cavalier. An invoice will not
be issued for these fees as you should instruct the settlement
agent to make the payments as lot settlement.

 

E. The $500 fee for
every single-family lot sale shall be payable in the amount of $225
due to MacKenzie and $275 due to Cavalier. An invoice will not be
issued for these fees as you should instruct the settlement agent
to make payments as lot settlement.

 

F. The $50,000 fee
for every multi-family parcel lot sale shall be payable in the
amount of $22,500 due to MacKenzie and $27,500 due to Calalier. An
invoice will not be issued for these fees as you should instruct
the settlement agent to make payments at lot
settlement.

 



 

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G. Any reimbursable
expenses incurred by the Developers will be invoiced by the
Developers separately.

 

H. Any late fees on
unpaid balances will accrue and be invoices by the Developers
separately.

 

I. The termination
fee, if incurred, will be invoiced as $50,000 due to MacKenzie and
$50,000 due to Cavalier.

 

Should you have any
questions regarding these fees or any other aspects of the
Agreement,  please don't
hesitate to ask. Again, we thank you for selecting our team as the
Developers and  we look forward to
working with you to make this a successful project.

 

Sincerely,

 

MacKenzie
Development Company. LLC

 


/s/ Robert Aumiller

Robert J. Aumiller,
Jr.

Vice
President

 

Cc: Stephen P.
Oder

 

Acknowledged and
Agreed

 


/s/ Charley MacKenzie

Charles W.S.
MackKenzie, Inter-American Development, LLC

On behalf of SeD
Maryland Development, LLC

 



 

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