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Contract analysis / foreign-llc-qualification-hp-jv-md.docx
foreign-llc-qualification-hp-jv-md.docx
1036-00005 · 14 clauses
High · 1 Medium · 1 Standard · 2
1. Name of the Foreign Limited Liability Company
1. Name of the Foreign Limited Liability Company The name of the foreign limited liability company seeking registration in the State of Maryland is: Harbor Point Development JV, LLC The above name is the full legal name of the limited liability company as formed in its jurisdiction of formation (the State of Delaware). The undersigned represents and confirms that the name "Harbor Point Development JV, LLC" is availab
2. Jurisdiction of Formation
2. Jurisdiction of Formation Harbor Point Development JV, LLC (the "Company") is a limited liability company formed under the laws of the State of Delaware, pursuant to the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq. The Company's Certificate of Formation was filed with the Secretary of State of the State of Delaware on December 18, 2025, and the Company has been continuously in existence under
3. Principal Office Address
3. Principal Office Address The address of the principal office of the Company is as follows: Harbor Point Development JV, LLC c/o Fairwater HP Manager, LLC 7200 Pratt Street, Suite 1400 Baltimore, Maryland 21202 The above address is the principal office of Fairwater HP Manager, LLC, the Managing Member of the Company, and is the address of the headquarters of Fairwater Real Estate Investment Trust, the sole member o
4. Registered Agent in Maryland
4. Registered Agent in Maryland The name and address of the resident agent of the Company in the State of Maryland, upon whom process, notice, or demand may be served, is: National Registered Agents of Maryland, Inc. 311 West Saratoga Street Baltimore, Maryland 21201 National Registered Agents of Maryland, Inc. is a Maryland corporation authorized to act as a registered agent in the State of Maryland. The registered
5. Purpose and Nature of Business to Be Conducted in Maryland Standard
⚑ Commercial term
5. Purpose and Nature of Business to Be Conducted in Maryland The Company has been organized for the following purposes, and intends to engage in the following business activities in the State of Maryland: (a) To acquire, develop, own, hold, manage, lease, operate, finance, refinance, encumber, improve, and dispose of real property and improvements thereon in the State of Maryland; (b) Specifically, to develop a Clas
6. Members and Management Structure
6. Members and Management Structure The Company is a manager-managed limited liability company, as set forth in its Operating Agreement and its Certificate of Formation filed with the Delaware Secretary of State. The Company is managed by its Managing Member, as described below. Managing Member. The Managing Member of the Company is: Fairwater HP Manager, LLC A Maryland limited liability company 7200 Pratt Street, Su
7. Authorized Person Executing This Application
7. Authorized Person Executing This Application This Application for Registration is being executed on behalf of the Company by the Managing Member, Fairwater HP Manager, LLC, acting through an authorized officer of Fairwater Real Estate Investment Trust, the sole member of Fairwater HP Manager, LLC. The person executing this Application on behalf of the Company is: Marcus D. Okonkwo Executive Vice President, Develop
8. Federal Employer Identification Number
8. Federal Employer Identification Number The Federal Employer Identification Number (EIN) of the Company, as assigned by the Internal Revenue Service, is: 84-6213950 The foregoing EIN has been applied for and obtained from the Internal Revenue Service in the name of Harbor Point Development JV, LLC.
9. Date of Commencement of Business in Maryland
9. Date of Commencement of Business in Maryland The Company anticipates that it will commence the transaction of business in the State of Maryland on or about January 30, 2026. This date represents the target date for the initial equity funding by the Members and the closing of the Company's acquisition of the approximately 8.2-acre development site located at 1500–1580 Wills Street, Baltimore, Maryland 21231 (Block
10. Certificate of Good Standing
10. Certificate of Good Standing Attached hereto as Exhibit A is a certified copy of the Certificate of Good Standing (also referred to as a Certificate of Status or Certificate of Existence) for Harbor Point Development JV, LLC, issued by the Secretary of State of the State of Delaware. The Certificate of Good Standing is dated not more than sixty (60) days prior to the date of filing of this Application with the De
11. Additional Required Statements Medium
⚑ Forum / governing law
11. Additional Required Statements The undersigned, on behalf of the Company, hereby further represents, warrants, and agrees as follows: (a) Compliance with Maryland Law. The Company agrees to comply with all applicable laws, rules, and regulations of the State of Maryland, including, without limitation, the Maryland Limited Liability Company Act, Md. Code Ann., Corps. & Ass'ns §§ 4A-101 et seq., and all rules and r
12. Governing Law High
⚑ Penalty / liquidated damages
12. Governing Law The internal affairs of the Company, including the rights, powers, duties, and obligations of the Members and the Managing Member, are governed by the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq., and by the Certificate of Formation of the Company filed with the Delaware Secretary of State. The Operating Agreement of Harbor Point Development JV, LLC, dated as of January 12, 202
1. Application for Registration of a Foreign Limited Liability Company for Harbor Point D
1. Application for Registration of a Foreign Limited Liability Company for Harbor Point Development JV, LLC, a Delaware limited liability company, together with the following exhibits: (a) Exhibit A — Certified copy of Certificate of Good Standing from the Secretary of State of the State of Delaware for Harbor Point Development JV, LLC; (b) Exhibit B — Consent of Registered Agent from National Registered Agents of Ma
2. A check in the amount of $____ payable to "SDAT" representing the applicable filing fe Standard
⚑ Commercial term
2. A check in the amount of $____ payable to "SDAT" representing the applicable filing fee for registration of a foreign limited liability company. Please confirm the current filing fee and advise if any additional amount is required. We respectfully request that the Department process this filing on an expedited basis, if available. The Company intends to commence the transaction of business in the State of Maryland