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Kaitlyn BadlatoAriam Ford
Michael MaynardCatherine Murtagh
Birdwood EstatesA New Development at the Birdwood Pavilion
Birdw
ood Estates: A Tow
nhome D
evelopment
1
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
Legendsite
Residential Buildings
Road
UVA Facilities
Fence
Railroad
Stream
UVA Structures
Trails
Water Bodies
CriticalSlopes
0 250 500 750 1,000125Feet
¯
Water
Legendsite
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.
Legendsite
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
nd site
Entra
nce
Cor
ridor
s C
urre
nt
Scen
icB
yway
s
Com
mun
ity S
ervi
ce
Indu
stria
l Ser
vice
Inst
itutio
nal
Nei
ghbo
rhoo
d D
ensi
ty
Nei
ghbo
rhoo
d Se
rvic
e
Offi
ce S
ervi
ce
Offi
ce/R
egio
nal S
ervi
ce
Park
s an
d G
reen
way
s
Reg
iona
l Ser
vice
Tow
n/Vi
llage
Cen
ter
Tran
sitio
nal
Urb
an D
ensi
ty
Rur
al
Com
preh
ensi
ve P
lan
A3
Lege
nd site
entra
nce_
corr
idor
s_cu
rren
t
Scen
icB
yway
s
zoni
ng_p
lann
ed re
side
ntia
l dev
elop
men
t
zoni
ng_l
ight
indu
stry
zoni
ng_h
ighw
ay c
omm
erci
al
zoni
ng_c
omm
erci
al o
ffice
zoni
ng_C
1 co
mm
erci
al
zoni
ng_r
esid
entia
l R4
zoni
ng_r
esid
entia
l R15
zoni
ng_r
esid
entia
l R10
zoni
ng_r
esid
entia
l R1
zoni
ng v
illag
e
zoni
ng_r
ural
Subd
ivis
ions
Zoni
ng
A4
Lege
nd site
entra
nce_
corr
idor
s_cu
rren
t
Scen
icB
yway
s
Entra
nce
Cor
ridor
O
verla
y
Ent
ranc
e
Cor
ridor
Ove
rlay
A5
Lege
nd site
Subd
ivis
ions
Sub
divi
sion
s
A6
Wat
er
Lege
nd site
Stre
ams
Riv
anna
Riv
er W
ater
shed
100
Year
Flo
od P
lain
Wat
er P
rote
ctio
n O
rdin
ance
Buf
fers
Wat
erbo
dies
Wat
er
A7
Site
Con
ditio
ns
Lege
nd site
Res
iden
tial B
uild
ings
Roa
d
UVA
Fac
ilitie
s
Fenc
e
Rai
lroad
Stre
am
UVA
Stru
ctur
es
Trai
ls
Wat
er B
odie
s
Site
Con
ditio
ns
A8
Site
Con
ditio
ns
Lege
nd site
Res
iden
tial B
uild
ings
Roa
d
UVA
Fac
ilitie
s
Fenc
e
Rai
lroad
Stre
am
UVA
Stru
ctur
es
Trai
ls
Wat
er B
odie
s
Crit
ical
Slo
pes
025
050
075
01,
000
125
Feet
¯
Site
Con
ditio
ns
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
Con
nect
ions
to th
e
Boa
r’s H
ead
Inn
Spo
rts C
lub
A15
Con
nect
ions
to th
e
Bird
woo
d M
useu
m a
nd S
hop
A16
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.
A17
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,