Investor Agreement
1. Definitions
"Agreement": This Investor Agreement between Summit Development Group, LLC and the Investor.
"Summit": Summit Development Group, LLC, a limited liability company organized under the laws of the State of Utah.
"Investor": The undersigned individual or entity participating in real estate projects managed by Summit.
"Project Agreement": A specific agreement outlining the terms of an individual real estate project.
"Unused Funds": Investor funds held by Summit that have not been allocated to a specific project.
2. Parties and Purpose
This Agreement serves as a general framework for all investments made by the Investor with Summit Development Group LLC. Specific terms for individual projects will be governed by Project-Specific Agreements, which the Investor agrees to enter into upon committing to a project. This Agreement is entered into by and between Summit and the Investor. The purpose is to set forth the terms and conditions governing the Investor's participation in real estate projects managed by Summit. This participation is not an offering of securities and is structured in full compliance with all applicable regulations to avoid SEC registration or filings.
3. Investor Roles and Rights
Limited Active Participation: Investors will participate in periodic milestone reviews, including budget approvals, project updates, and decision-making at key stages. Investors will actively decide which offerings to participate in and to what degree, including the option to not participate.
Transparency Rights: Guaranteed quarterly reports detailing fund performance, allocations, and updates.
Information Rights: Investors are entitled to receive periodic updates on project progress, including financial updates, construction timelines, and anticipated completion dates.
Inspection Rights: Investors may, upon reasonable notice and during normal business hours, inspect the books and records related to their investments.
4. Commitment Process and Breach Remedies
Commitment Procedure: To participate in a project, Investors must complete and sign a Project Agreement specific to that project and transfer committed funds in full by the agreed due date.
Breach and Remedies: Failure to provide committed funds by the due date constitutes a breach. The Investor has a 10-business-day grace period to remedy. Failure to do so results in forfeiture of all rights to the project, including profits. Summit reserves the right to recover damages through retention of return funds, profits, or other funds held and may pursue legal remedies at its discretion.
5. Profit Distribution
Distribution Timing: Profits will be distributed within 30 days of the project completion and property sale closing, after deducting all verified expenses, fees, and applicable taxes. Investors will receive distributions proportionally to their contributions.
Proportional Allocation: Investors receive profits based on their proportional contribution to the total project funding.
Distribution Method: Distributions are made via electronic funds transfer to the Investor's designated account. If no account is designated and the investor is deemed unreachable after 365 days of continuous none contact, Summit may deem the funds as abandoned and distribute a check for the funds to the last known address of the investor or handle such funds in whatever manner is deemed legal and responsible.
6. Fee Structure
Construction Oversight: A fee of 10% on construction expenses for ensuring quality and timeline adherence.
Investment Management: Charged at 10% of net profits to cover diligent handling of capital and project progress.
Real Estate Fees: Applicable transaction service fees, typically 1% of the property's purchase or sale price, covering services such as marketing, negotiations, and transaction management.
7. Fund Management and Reporting
Fund Allocation: Investor funds will be held and tracked in project-specific sub-accounts within Summit's LLC account to ensure accurate accounting. Each project's financial records will be provided upon request at project completion.
Unused Funds: May be retained by Summit without accruing interest unless otherwise required by law. Investors may withdraw unused funds upon written request with 30 days' notice.
Reporting: Summit will provide regular updates on project progress, including financial statements, construction timelines, and anticipated completion dates.
8. Liability Disclaimer & Risk Disclosures
Summit Development Group LLC shall not be held liable for losses arising from market downturns, construction delays, regulatory changes, or unforeseen events beyond its control.
Market Risks: Participation involves exposure to market fluctuations that can impact property values and returns.
Construction Delays: Potential for delays, cost overruns, or other issues affecting timelines.
Legal and Regulatory Changes: External factors such as zoning or tax regulation updates may impact outcomes.
Unforeseen Events: Includes natural disasters, economic instability, or global crises.
Market Risks: Including fluctuations in real estate markets that may affect property values and investment returns.
Construction Risks: Such as delays, cost overruns, or quality issues that could impact project completion and profitability.
Regulatory Risks: Changes in laws or regulations that may affect project feasibility or returns.
Force Majeure: Events beyond control, including natural disasters, pandemics, or economic crises, that may adversely affect investments.
9. Termination and Withdrawal
Withdrawal Process: Investors may withdraw from Summit’s offerings after fulfilling all project commitments and settling all funds. Withdrawal requests must be submitted in writing and will be processed within 90 days of final settlement.
Early Withdrawal: Early withdrawal is subject to Summit's approval and may result in a **penalty equal to 10% of the committed funds** to cover administrative and operational costs. Early withdrawals may forfeit any rights to future project profits.
10. Dispute Resolution
Mediation: All disputes shall first be resolved through mediation in the State of Utah.
Arbitration: If mediation fails, disputes shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association.
Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Utah.
11. Confidentiality
Confidential Information: Both parties agree to keep confidential all non-public information disclosed during the course of the investment relationship.
Permitted Disclosures: Disclosure is permitted if required by law or with prior written consent from the other party.
12. Compliance with Laws
Legal Compliance: Both parties agree to comply with all applicable federal, state, and local laws and regulations in connection with this Agreement.
Non-Solicitation: The Investor agrees not to solicit or hire any employee or contractor of Summit during the term of this Agreement and for a period of one year thereafter.
13. Miscellaneous
Entire Agreement: This Agreement constitutes the entire understanding between the parties and supersedes all prior discussions and agreements.
Amendments: Any changes to this Agreement must be made in writing and signed by both parties.
Severability: If any provision is deemed invalid, the remaining provisions shall remain in effect.
Force Majeure: Summit shall not be held liable for delays or failures caused by events beyond its control.
14. Attestation
By submitting an investor application, the Investor acknowledges that they have read, understood, and agreed to all terms of this Agreement.