Kaitlyn BadlatoAriam Ford

Michael MaynardCatherine Murtagh

Birdwood EstatesA New Development at the Birdwood Pavilion

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ContentsBirdwood Estates 1

A New Development at the Birdwood Pavilion 1

Site Evaluations 3

Zoning 3

Comprehensive Plan 4

Existing Site Conditions 4

Master Plan 6

Proposal 6

Townhomes 6

Birdwood Park 7

Birdwood Pavilion 7

Main Entrance Building 7

Albemarle County Planning Strategy 8

Rezoning Application and Proffers 8

Comprehensive Plan Amendment 8

Architectural Review Board 8

Market Analysis 11

Pro Forma 13

Consturction Assumptions 13

Financing Assumptions 13

Revenue Assumptions 14

Key Ratios 14

Letter of Intent & Construction Contract 15

Letter of Intent Summary 15

Construction Contracts Summary 15

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Appendix 16

Parcels A1

Comprehensive Plan A2

Zoning A3

Entrance A4

Corridor A4

Overlay A4

Subdivisions A5

Water A6

Site Conditions A7

Site Conditions A8

Master Plan A9

Proposed Townhome Design A10

A Future View of Birdwood Estates A11

Phasing Plan A12

Highlighted Views A13

Connections to the Boar’s Head Inn Sports Club A14

Connections to the Birdwood Museum and Shop A15

Letter of Intent A16

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Site Evaluations The Birdwood Estate is located on Ivy Road, just outside the limits of the City of Charlottesville. The Estate is located next to the Boar’s Head Inn and Birdwood Golf Course, as well as several townhome and senior living developments. The site is not far from Fontaine Research Park and University of Virginia’s North Grounds.

Zoning The zoning for the site is R1 Residential, a low-density residential district. By right this allows detached single-family dwellings, rental of permitted residential uses and guest cottages and tourist lodgings. By special use permit, this zoning allows for a community center, athletic facilities, private schools, a child care facility, a mobile home subdivision, churches, cemeteries, historical centers and farmers markets. The gross density requirement for an R1 Residential zone is .97 du/acre, with the ability to increase density for 1.45 du/acre.

The site is located along Ivy Road/Route 250 West, which serves as an entrance corridor and scenic byway to the area. This allows the county to regulate the development because of its prominence and the Architectural Review Board must approve all designs.

Legendsite

entrance_corridors_current

ScenicByways

zoning_planned residential development

zoning_light industry

zoning_highway commercial

zoning_commercial office

zoning_C1 commercial

zoning_residential R4

zoning_residential R15

zoning_residential R10

zoning_residential R1

zoning village

zoning_rural

Subdivisions

Legendsite

Parcels

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Comprehensive Plan In the Comprehensive Plan, the site is planned as Institutional, as the UVa Foundation owns the site. The surrounding areas are included in the land use plan as a neighborhood density and office service. The site is located in Neighborhood Six, designated as an Urban Area, which contains almost 3,000 dwelling units, 2% of which are townhomes, single family attached or duplexes.

The Comprehensive Plan recommends that new developments incorporate sustainability through site, building, and transit design on new developments. Water quality and stormwater management is also a consideration. There are also recommendations to make improvements to the surrounding water lines as well as the possibility of providing public sewer service.

Existing Site Conditions Birdwood Drive is currently the only point of access to the site from Ivy Road/Route 250 West. The drive leads to the Birdwood Pavilion as well as some several accessory buildings in the rear of the site. Golf Course Drive, which connects to Birdwood Golf Course as well as the Boars Head Inn, runs along the west side of the site.

The Birdwood Pavilion sits at the center of the site with four accessory structures as well as a historical water tower surrounding it. The Pavilion was constructed in the early nineteenth century. The water tower was constructed in 1910 in the form of a lighthouse. Seven larger structures found at the southern edge of the site. These include an old barn as well as current residences. The property was sold to the Rector and Visitors of the University of Virginia in 1967. The Birdwood Pavilion is currently designated as a national historic structure.

Comprehensive Plan

Legendsite

Entrance Corridors Current

ScenicByways

Community Service

Industrial Service

Institutional

Neighborhood Density

Neighborhood Service

Office Service

Office/Regional Service

Parks and Greenways

Regional Service

Town/Village Center

Transitional

Urban Density

Rural

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The site is relatively flat with an overall elevation change of approximately 35 feet, with the highest point at the Birdwood Pavilion at the center of the site. There are no critical slopes located on the site. The site is a part of the Rivanna River Watershed and while there is no water located on the site, there are several streams and both natural and manmade water bodies surrounding the site on the golf course.

Site Conditions

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Residential Buildings

Road

UVA Facilities

Fence

Railroad

Stream

UVA Structures

Trails

Water Bodies

CriticalSlopes

0 250 500 750 1,000125Feet

¯

Water

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Streams

Rivanna River Watershed

100 Year Flood Plain

Water Protection Ordinance Buffers

Waterbodies

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Master Plan Proposal Our proposal for the site is a joint venture between a developer and the UVa Foundation. This project will require the formation of a Limited Liability Company (LLC) that will be responsible for construction, maintenance and operation of the development. The development will consist of townhomes, a park and a main entrance building.

Townhomes Given our market analysis we are proposing 84 for-sale townhomes for the site. These townhomes will be built in three phases and will all oriented either towards the golf course or towards the new Birdwood Park. The townhomes will be a mix of two and three bedroom units with four attached units in each structure. These units will be priced for the upper tier of the market. Our target market for these homes are active retirees who are looking a country-esq home without the hassle of owning a home in the country. This will be a community with a strong sense of place and with numerous amenities such as access to the Birdwood golf course, the Boar’s Head Sports Club and the greater Charlottesville area. Given the nearby amenities and our proposal to include a park within the development, we believe we will be able to attract this upper tier of the market. All of the units will come with large back porches and small front porches, large enough for one or two chairs. Given Charlottesville’s amiable climate we believe it is important to include ample outdoor space. In the continuation of the outdoor spaces and the park, the townhomes will be built according to energy efficient standards. There will be a one car garage for each unit. See attached images for sample looks.

1st floor 2nd floor

1st floor 2nd floor

3 bedroom townhome, 2000 sq.ft.2 bedroom townhome, 1600 sq.ft.

proposed townhome design 2 bedroom townhome, 1500 sq. ft

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Birdwood Park In order to protect the Birdwood Mansion, its ancillary structures and its formal gardens we are proposing a park. (See attached map) This park will include an upgrade of the formal gardens,

new seating and tables, a walking path and a patio. We believe this park will be a great amenity to the development and will add value to the townhomes. Residents will have the opportunity to have a garden plot of their own to grow flowers, herbs and produce. There will be six access to the points and pedestrian paths to accommodate all the units. The park will also contribute to the pedestrian New Urbanist feel of the community. The walking trails that runs through the park will be supplemented by sidewalks throughout the development and paths to the Boar’s Head. There will also be a bicycle and pedestrian

path near the units to the east of the park.

Birdwood Pavilion In the long term, we hope to renovate the Birdwood Mansion into a community center and restaurant, but the cost to do so is currently prohibitive. In order to finance this redevelopment we suggest creating a fund dedicated exclusively to the restoration of the mansion. A portion of the quarterly homeowner association fees, of the lease of the sundries store and any donation to the Birdwood museum will go into this fund. The UVa Foundation shall retain ownership of the mansion and will be responsible for any taxes on the mansion. The Developer shall retain “Right of First Refusal” on the mansion for any lease or sale.

Main Entrance Building As part of the agreement with the UVa Foundation we shall include a main building at the entrance to the development site that will consist of a Birdwood History Museum and a sundries store for the essentials. The UVa Foundation, in conjunction with the University, will run the museum. The sundries store will be leased out to a third party operator, subject to the Foundation’s approval. The sundries store will serve not only the residents of the development, but also the guests of the Boar’s Head and the residents of nearby developments. The UVa Foundation shall have a triple net lease, including utility, taxes, and insurance, on the main building.

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Albemarle County Planning Strategy Because of our recommendation for the properties development as a single family-attached community, there are certain re-zoning strategies we must consider.

Rezoning Application and Proffers A rezoning application would entail requesting a change from R1 Residential to a Planned Residential Development. According to Section 19.1 of the Albemarle County Code, a PRD is intended to encourage sensitivity toward the natural characteristics of the site and toward impact on the surrounding area in land development. A PRD allows for by-right townhome development and has a flexible residential density with a minimum area requirement of 3 acres for the establishment of a district. In addition, a PRD district requires that no less than 25% of the area devoted to residential use within the PRD be common open space. The Birdwood site meets these requirements, as an almost twelve acre site with a four acre park as a focal point. A plan of the proposed development would be submitted and the Planning Commission would review the application and hold a public hearing. The Planning Commission will make a recommendation to the Board of Supervisors and another public hearing would be held to assist with the final approval by the Board of Supervisors. The site is located in an area near several townhome and student apartment developments and measures would be taken to alleviate any possible impacts to the surrounding neighborhoods. In addition to the rezoning process, we would include proffers to alleviate any impacts to the surrounding neighborhoods. We would conduct a traffic impact study and ultimately add a traffic signal at the intersection of Birdwood Drive and Ivy Road.

Comprehensive Plan Amendment A Comprehensive Plan Amendment would entail requesting a change from an Institutional designation. Our request would be reviewed and approved by the Board of Supervisors with a recommendation from the Planning Commission. The development is located in Neighborhood Six, which is designated as an Urban Area. The site is currently designated in the Plan as Institutional because the UVa Foundation owns it, with the intentions that it will be used to expand the University of Virginia in the future. We recommend that the property be rezoned to Urban Density Residential under the Comprehensive Plan. Residential areas are intended to have a full array of residential types as well as all levels of retail. UDR areas have a gross density requirement that falls within 6.01 and 20 du/acre and can only be located within Urban Area and Communities. The Birdwood property is within an Urban Area, and our proposed site plan includes a 6.8 du/acre. We believe that our proposed change is reasonable and in compliance with Albemarle County standards because as an urban area, Neighborhood Six encourages a full array of residential types as well as the development of all levels of retail and our development would only enhance these qualities with our addition of a townhouse neighborhood.

Architectural Review Board As a part of the Entrance Corridor and with the inclusion of a historic structure on the site, the development is subject to a review by the Albemarle County Architectural Review Board. We would apply for a Certificate of Appropriateness and would also seek a certificate for Specific Developments, which is for developments associated with one or more building permits. This review entails a submittal of the development plans to be approved by the ARB in order to receive approval. This approval is required prior to final site plan approval and prior to building permit approval.

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entrance_corridors_current

ScenicByways

Entrance Corridor Overlay

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Project Timeline

 

Submit  complete  Application  for  Resolution  of  Intennt  to  Amend  the  Comprehensive  Plan  to  

the    Planning  Commission  by  Tuesday,  March  5,  2013  accompanied  with  a  $315  

processing  fee.  

The  planning  commision  determines  whether  or  not  to  adopt  a  resolution  of  intent  to  amend  the  Comprehensive  Plan.  

If  the  Planning  commision  adopt  the  resolution  of  intent,  the  application  is  forwarded  to  a  Site  Plan  Review  Committe.  At  this  point,  we  would  submit  all  site  plan  materials  for  

review  

   

 

During  this  time,  the  county  notiHies  all  adjacent  property  

owners  of  proposed  amendment.  

The  Board  of  Supervisors  has  90  days  (Monday,  June  3,  2013)  to  

approve  or  deny  plan  amendment.    During  this  time,  

the  Board  accepts  reccomendations  from  the  Planning  Commision.  

A  complete  Zoning  Map  Amendment  Application  should  be  submited  by  June  11,2013,  

assuming  a  sucessful  comprehensive  plan  

ammendment.The  application  should  also  include  16  copies  of  

the  site  plan  and  a  $2,500  application  fee.    

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In  additon  to  the  application,  we  will  submit  a  Proffer  Form  detailing  our  suggestions  for  traHic  calming  elements  to  be  implemented  in  response  to  the  trafHic  created  by  our  

development.  

Notice  of  the  application  will  be  provided  to  adjoining  property  owners  within  2  

weeks  of  the  acceptance  of  the  application.  

The  application  then  falls  under  a  90  day  review  period  by  the  Planning  Commision.  On  Tuesday,  September  11,  2013,  a  Planning  Commision  Review  is  held  to  determine  

the  acceptance  or  denial  of  the  amendment.    

   

 

Should  the  zoning  map  amendment  be  acceptated,  we  are  then  able  to  move  forwrward  

with  the  by-­‐right  development  of  our  touwnhouse  development.W  

Because  our  site  lies  within  an  Entrance  Corridor  Overlay  

District,  we  would  need  to  submit  an  Application  for  a  CertiHicate  of  

Appropriateness  to  the  Architectural  Review  board  along  

with  site  plan  materials  by  September  24,  2013.  

The  ARB  will  meet  on  November  5,  2013  to  rule  on  the  Applicaton.  A  CertiHicate  of  Appropriateness  must  be  obtained  before  the  

approval  of  any  building  permits.    

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Market Analysis Given the pre-existing conditions of the site and the areas surrounding the site, we believe that townhomes should be built at Birdwood. We have identified three major pre-existing conditions that have shaped this decision: the Birdwood Mansion and its gardens, the Boar’s Head Resort, and the surrounding residential communities.

We believe it would be a great loss to the community to lose the Birdwood Mansion. Therefore, the site is 11 acres with at least 2-3 acres dedicated to the mansion and gardens and at least .5 acre dedicated to driveways and pathways. This leaves approximately 7.5 acres for homes. Given that we have a fairly limited amount of space to work with, we decided that the efficiency of attached townhomes would be a great solution. We plan on renovating the gardens behind the mansion to serve as a communal park.

In addition to having access to the gardens, residents will have access to the Boar’s Head complex. We are planning on including a one-lane path between Birdwood and Boar’s Head. This access to a lot of community space will counterbalance the loss of square footage in making these townhomes. The resort’s amenities will be particularly attractive to retirees looking for a community to live and recreate in. Advertisement to the retiree home buying market will be fueled in part by Charlottesville’s recent ranking by Kiplinger magazine as the “Number One City for Retirement.”

The success of the surrounding residential communities also shaped our decision making process. There are already a number of successful developments in the area including Bellair and Morningside, a retirement community. There are also two new successful condo developments, Kenridge-Vilas and White Gable Condos, located across the street from the property. These developments are evidence of the market’s demand in the past for places to live in this area.

We also believe that our decision to build townhomes is very sensitive to the current market conditions. In Q2 Charlottesville’s housing sales were up by 2.7% and inventory decreased by 7.5%. There have been four straight quarters of year-over-year sales increases. Single family homes and attached/ condominiums are the two highest selling sub-markets.There was an 11.6% jump in total housing sales in Q2. Single-family homes led the way with a 19.4% increase in total sales. This recent activity in the single family housing market has created what looks to be a shortage as only 196 units are currently for sale. The absorption rate for single family homes, with 196 units on the market, is 4.26. In addition to this rise in sales, there has also been a rise in sales prices in both Charlottesville and Albemarle County. Both the $250K-$500K and $500K-$750K price ranges have increased by around 5% over the past quarter in Albemarle. This shift up is believed to be the result of both people looking to sell their current homes for higher prices homes (move-up buyers) and those who were waiting for higher prices homes’ prices to drop.

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For the central Virginia region (Albemarle, Charlottesville, Fluvanna, Greene, Louisa, and Nelson) sales are up 4.5% and average list prices are up 5.6% for attached homes and condos over the last year.

In creating the product we have designed for Birdwood, we hope to capture the momentum in the townhouse, single-family, and high-end housing markets. What makes us uniquely positioned to do this is the amount of amenities we will be able to offer through our partnership with Boar’s Head. In providing access to such a variety of amenities, we believe that people who would have elsewise bought single family homes or a higher priced home would want to live in one of our new townhomes.

Profile of a nearby townhome development:

The English Villas in Kenridge• Built in 2012

• 2,130 Square Feet

• 2 Story

• 3 Bedrooms, 4 Bath

• 2 Car Garage

• Made of brick, hardwood and tile flooring, high ceilings, granite counter tops, stainless steel appliances, golf course and Blue Ridge views

• $659,900

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Pro FormaConstruction Assumptions • 42 Two- Bedroom townhomes at 1,496 sq. ft./ unit with hard costs at $135.00/ sq. ft.

• 42 Three-Bedroom townhomes at 2,296 sq. ft./unit with hard costs at $135.00/ sq. ft.

• A&E fees at 6.5% for one Two-bedroom and one Three-bedroom plus an additional $100,000

• Site Work at 10% of Hard Costs

• Legal and Marketing at 1% of Hard Costs

• Insurance at 8% of Hard Costs

• Contractor’s Fee at 5% of Hard and Soft Costs

• Built in 3 phases: 32 in Phase 1, 24 Phase 2 and 28 Phase 3

Construction Costs

Cost Price Hard Costs $21,500,640Soft Costs $3,610,054Site Work $2,900,064

Total $28,010,758

Financing Assumptions • Construction Loan at 80% of Total Costs; Interest at 6 pt+LIBOR (.875%)

• Loan repaid as units are sold off

• Land is part of equity contribution and is valued at $1.350,500

Construction Loan $22,408,606,40Interest $1,540,591

Debt Financing $23,949,198.09 Equity Financing

(construction, interest, land)$8,493,243.29

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Revenue Assumptions 2 Bedrooms sell at $550,000

3 Bedrooms sell at $600,000

Sold & Built over 7 year period Gross Potential Income 2 BR $23,100,0003 BR $25,200,000

Total $48,300,000Construction Expenses $5,602,151FCF $42,697,848Interest $1,540,591,69FCAF $41,157,256.71

Key Ratios Loan/ Unit $285,109.50

Debt Coverage Ratio

2 BR 51.84%

3 BR 47.52%

Loan to Value 46.39% NPV 6% 6.5% 7%

Inflow $38,085,245 $37,512,804.05 $36,954,062.97Investment -$4,750,753.89 -$4,689,890.62 -$4,630,372.36

Interest -$1,306,257.32 -$1,289,719.92 -$1,273,352.40 Project $32,028,033.80 $31,533,193.51 $31,050,338.21

Internal Rate of Return (IRR) 28%

See Appendix for Full Spreadsheets

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Letter of Intent & Construction ContractLetter of Intent Summary

(See Appendix for full)

• “The Developer” and “The Foundation” shall enter into a joint-venture for the development of the Birdwood Estate through a “Limited Liability Company (LLC)”

• The LLC shall be responsible for the development of the site including, but not limited to: hiring an architect, a general contractor, a brokerage firm and marketing firm; approving all site plans and architectural drawings; and maintaining the financials.

• The Property shall consist of the 11.74 acre site, excluding the Birdwood Manion. The Foundation shall retain ownership of the Mansion and shall be responsible for all costs associated with it.

• The Project shall consists of (i) the development and construction of 42 two-bedroom and 42 three-bedroom townhomes, and (ii) the construction and operation of a small retail sundries store and a museum. The townhomes shall be built in 3 phases and the main house shall be built in the 3rd phase

• The Land shall be treated as part of The Foundations equity contribution and will be valued at $1,350,000, based from the most recent appraisal.

Construction Contracts Summary • The Limited Liability Company shall contract out to an engineering firm for the site work including

grading, sidewalks, paving and installing the sewage system. The engineering firm will be paid a flat fee of $2,900,064.

• The Limited Liability Company (LLC) shall contract out to an independent contractor to construct the townhomes. This shall be a Gross Maximum Price contract with the contractor receiving a 5% commission, of hard and soft costs. The Maximum Price will be set at $24,400,704.

• Upon the completion of each phase a landscaping company shall plant trees along the sidewalks and upgrade the Birdwood Park. In phase one the Birdwood Park will be fenced off and the formal gardens will be revitalized. In phase two there will be additional landscaping and outdoor furniture. In phase three the patio behind the mansion will laid and additional outdoor furniture will be added. The total landscaping budget will be broken up evenly between the three phases and a portion of the Homeowner’s Association fees will go towards the maintenance and continual upgrade of the Park.

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Appendix Maps and Figures of Birdwood Estate

A1

Lege

nd site

Parc

els

Par

cels

A2

Com

preh

ensi

ve

Plan

Lege

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Entra

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Cor

ridor

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urre

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yway

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mun

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stria

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vice

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itutio

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rvic

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Offi

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egio

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Park

s an

d G

reen

way

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Cen

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indu

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ffice

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zoni

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ng_r

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A9

Master Plan

A10

1st floor 2nd floor

1st floor 2nd floor

3 bedroom townhome, 2000 sq.ft.2 bedroom townhome, 1600 sq.ft.

proposed townhome designProposed Townhome Design

2 bedroom townhome, 1500 sq. ft

1st floor 2nd floor

1st floor 2nd floor

3 bedroom townhome, 2000 sq.ft.2 bedroom townhome, 1600 sq.ft.

proposed townhome design3 bedroom townhome, 2300 sq. ft

A11

A Future View of Birdwood Estates

A12

Phasing Plan

A13

Highlighted Views

A14

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Letter of Intent

January 1 , 2013

Name:UniversityofVirginiaFoundation

RE: LetterofIntenttoEnteraJoint-VenturefortheRedevelopmentof:XXX Birdwood Drive Charlottesville,VA

Dear_UVaFoundation_________:

Thegeneraltermsuponwhich“Purchaser”wouldbewillingtomoveforwardonthisdealareasfollows:

OperatingAgreement:

Subjecttothetermshereinaftersetforth,Seller,“TheFoundation”willenterintoanOperating/Joint-VentureAgreementwith“theDeveloper”relatingtotheformationofaLimitedLiabilityCompanyfordevelopmentoftheProperty.

Property: Asusedherein,the“Property”willinclude(i)the11.74acresite,notincludingtheBirdwoodMansion(whyexcludethemansion?IthinkIknow,butbepreparedtodiscuss).(“TheLand”)

Project: TheProjectwillconsistof(i)thedevelopmentandconstructionof42two-bedroomand42three-bedroomtownhomes,and(ii)theconstructionandoperationofasmallretailsundriesstoreandamuseum.

Thetownhomeswillbebuiltin3phases.• PhaseI:16Two-BedroomTownhomes,16

Three-BedroomTownhomes• PhaseII:12Two-BedroomTownhomes,12

Three-BedroomTownhomes• PhaseIII:14Two-BedroomTownhomes,14

Three-BedroomTownhomes,andMainHousewithmuseumandretail

LimitedLiabilityCompany(LLC)

“TheDeveloper”and“TheFoundation”willformaLimitedLiabilityCompany(LLC)toserveasthevehicleforthedevelopmentofthesite.TheLLCshallconsistofatleastonememberoftheUVaFoundationandtheDeveloper.TheLLCshallberesponsibleforthedevelopmentofthesiteincluding,butnotlimitedto:hiringanarchitect,ageneralcontractor,abrokeragefirmandmarketingfirm;approvingallsiteplansandarchitecturaldrawings;andmaintainingthefinancials.

Both“TheDeveloper”and“TheFoundation”mustapproveanydebtobligationsandanyadditionalequitypartners.

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OperatingAgreement:

TheFoundationandtheDeveloperwillnegotiatethetermsoftheOperatingAgreementfortheJointVentureupontheapprovaloftherezoningrequest.TheOperatingAgreementwillincludeprovisionsregardingthedevelopment,constructionandoperationoftheProject,andthepaymentofdevelopment,leasingoftheretail,financingandmanagementfees.

TheSellershallretainownershipoftheBirdwoodMansionsite.TheLLCshallhavetheRightofFirstRefusal(ROFR)iftheUVaFoundationdecidestoleaseaportionofthemansionortosell.

EquityContribution

“TheLand”shallbevaluedat$1,350,000,basedfrommostrecentappraisal.“TheLand”shallbetreatedaspartoftheUVaFoundation’sequitycontribution.

Allothercostsshallbesplit50/50,withtheDevelopercontributinganadditional$1,350,000,equivalenttothevalueofthelandcontribution.

“TheFoundation”shallhavepriorityequityreturnequivalenttothevalueoftheland.Allreturnabovethevalueofthelandshallbesplit50/50.

Developmentand Carrying Costs:

Sellershallberesponsibleforallcarryingcostsuntiltheapprovaloftherezoning.

TheSellershallberesponsibleforallcarryingcostsassociatedwiththeBirdwoodMansionandtheMain-EntryHouse.

Joint-VentureConditions:

TheJoint-Ventureissubjectto“TheFoundation”obtainingrezoningapprovalforaPlannedResidentialDistrict(PRD),timeisoftheessence,and“TheLLC”obtainingfinancing,timeisoftheessence.

DevelopmentPeriod:

PhaseIshallbebuiltinYear0.PhaseIIconstructionshallbegininYear2,conditionedonthesaleof60%ofPhaseI.PhaseIIIconstructionshallbegininYear4,conditionedonthesaleof60%ofPhaseII.ConstructionoftheMainBuildingshallbeginwhen80%oftheentiredevelopmentissold.“TheLLC”shallobtainadditionalfinancingtofundthisstructure.

MainBuilding: “TheLLC”shallobtainfinancingforthefundingoftheMainEntryBuilding.Uponcompletion“TheLLC”shallsellthebuildingto“theFoundation”.Thepriceshallequalallcostsassociatedwiththebuildingsconstructionincluding:hardcostsandaproratedshareofsoftcosts.

PropertyInformation:

TheFoundationwillmakecopiesofallrecordsandfilesconcerningthepropertyavailableto“theDeveloper”byJanuary__31_,2013.

ClosingCosts: ClosingCosts,ifany,shallbebornebytheJointVenture.

The foregoingsets forth thegeneral termsandconditionsuponwhichSellerwouldbe interested inenteringintoajoint-ventureanddevelopingtheProject.Itisnotanoffernorisitabindingagreement,but

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merelyanexpressionofSeller’sinterest.Iftheforegoinggeneraltermsandconditionsareacceptabletoyou,pleaseindicatesuchinthespaceprovidedbelowandreturnittome.Iwillthenforwardittoourattorneystoprepareandforwardtoyouacontractwhichreflectstheseunderstandings.Neitherofusshallbebounduntilanacceptablecontractcanbeexecutedbyeachofus.

We lookforwardtoworkingtogethertowardexecutingapurchaseagreement inshortorder. Pleasedon’thesitatetocallwithanyquestions.

Verytrulyyours,