Real Estate Management

Paul A. Bellegarde, Esq.

**** ****** **** *****, ****** Virginia 22182 ********@***.*** 703-

***-**** (fax) 301-***-**** (cell)

Licensed in:

Maryland

Virginia

District of Columbia

EXECUTIVE SUMMARY OF QUALIFICATIONSSUMMARY

I am a seasoned real estate lawyer with a rare blend of transactional and

litigation expertise, which was acquired in both the law-firm and corporate

settings, including six years as a partner with one of Maryland's largest

law firms, and three years as general counsel for a large (600 total

personnel) Washington-area real estate company. In the latter instance I

also served as the company's Executive Vice President and head of its

commercial property division, which enhanced my legal skill set with

valuable management perspective and operational insight.

After starting my career as a litigator, I gradually shifted significant

practice emphasis to transactions, making possible my ultimate transition

to corporate general counsel and executive management. Over the past 20

years, I have successfully resolved scores of disputes and closed dozens of

transactions involving clients and issues of varied size and complexity in

the corporate, commercial-contract and real estate arenas.

In addition to being a licensed attorney (VA, MD and DC), I am also a

licensed real estate broker (MD and VA), law instructor (VA and other) and

builder (VA), as well as a published author (VA and other), and seasoned

public speaker. I am also an active State Bar leader, serving the last six

years on the Board of Governors for The Virginia State Bar's Real Estate

Section - the State's second-largest legal practice group at over 2,000

active members - and running the Section as its "Chair" for the (2010-11)

fiscal year. I currently serve as the Section's Law School Liaison.

These combined capabilities, detailed further below, are particularly well

suited for your company..

Experience highlights include:

? Executive Vice President and General Counsel - Head of the commercial

division and all company-wide legal operations for a large locally-based

full-service real estate firm; the company's management and leasing

portfolio comprised over 100 properties in the greater Washington

metropolitan area with an aggregate property value of over $3 billion, and

employed over 600 combined personnel at its company headquarters and in the

field.

? Partner with an 80-lawyer Washington-area-based Law Firm - Maintained a

substantial commercial and real-estate-related litigation and transactional

practice, which covered a broad range of complex statutory and common law

issues. Active caseload involved some of the region's largest commercial

and residential landlords, builders, lenders and brokerage companies. At

one time or another served as Chairman for several of the firm's real-

estate practice groups.

? Strong Substantive Legal Knowledge in Many Areas Important to Private

Business - Emphasis and proficiency in the following areas:

. real estate - brokerage, sales, leasing, construction, development,

finance and syndication;

. commercial and business contracts - many types, from

negotiation/preparation to termination and enforcement;

. statutory compliance - including licensing, regulation, enforcement

and ethics; and

. litigation and dispute resolution - complex cases in the state,

administrative and federal (including bankruptcy) arenas, including

proficiency in the use (and defense) of emergency pre-trial measures

in complex commercial and real-estate cases, including injunctions,

prejudgment-attachments, liens, receiverships and other expedited

relief.

? Licensed to Practice Law in Virginia, Maryland and District of Columbia -

Also handled cases in Delaware, West Virginia and California. Experience

includes proceedings at state, administrative and federal levels, including

U.S. Bankruptcy Court (District of Maryland and Eastern District of

Virginia).

? Polished, Sophisticated and Diverse Writing Capabilities - Body of work

spans the litigation, transactional and private-business arenas, including

not only dozens of persuasive briefs, memoranda and letters, but also

numerous transactional agreements and business contracts, letters of intent

and memoranda of understanding, educational and training materials, and

detailed marketing and business proposals; finished products also include

all written content and substantive design for business websites such as

www.castlewoodcustombuilders.com and www.zalco.com.

? Published Author - Written several published works, including Real Estate

Brokerage Law in Virginia, a 50-page legal treatise, which is now Chapter

17 of Real Estate Transactions in Virginia, The Virginia Law Foundation's 2-

volume legal practice handbook. With its several supplements (2003, 2005

and 2007) this chapter remains Virginia's most-comprehensive practice guide

on real-estate broker/agency law.

? Extensive Oral Presentation Skills - Executed at a high level and

practiced in a wide variety of contexts, from courtroom advocacy, to

auditorium addresses, to intimate in-house training, to outside business

proposals. Selected venues include:

. 2006 and 2008 (10th and 12th) Annual Advanced Real Estate Seminar

Conferences (Virginia CLE) - In 2006 delivered a one-hour segment at this

two-day conference on improving contract drafting through application of

various techniques gained through litigation and enforcement experience. In

2008 delivered a one-hour segment on expedited relief and other complex

enforcement remedies. Evaluated as "Best Speaker" both years by all

conference attendees.

. Road-show for Private Equity Capture - Preparation and presentation of

extensive proposal materials to prospective equity partners nationwide, as

part of a year-long effort (2004), through a nationally known securities

firm, to obtain $100 Million of joint venture capital for programmatic real

estate acquisition in the DC metro area.

. Advocacy and Persuasion - Substantial courtroom advocacy skills, well-

honed through a variety of complex trials, hearings, and oral arguments.

. Instruction of Real Estate Professionals - Many seminars presented for

various real-estate-licensing boards in various states. Hold current law

instructor license with the Virginia Real Estate Commission; previously

licensed or otherwise "approved" as an instructor for the state real-estate-

licensing boards of Maryland, Delaware and the District of Columbia.

. Other Engagements - Various conferences for national and regional trade

associations and other organizations on matters of current-market or legal

interest (see the end of this resume for a more-detailed list of speaking

engagements).

? State Bar Leadership - Present "Chair" and multi-term Member of the

Board of Governors for The Virginia State Bar's Real Estate Section,

which is the second-largest legal practice group in the state with over

2,000 active members.

? Licensed Real Estate Broker - Licensed real estate broker in Maryland

and Virginia and principal broker/owner of a boutique commercial real

estate brokerage company.

? Builder Licensing Credential - Passed combined 4-part, 6-hour license

examination for large-project new-construction contractors in Virginia

(Class "A" Builder's License) and am presently the licensed "Member of

Responsible Management" (statutory requirement) for the Virginia

operations of Castlewood Custom Builders, a boutique high-end custom

builder based in Bethesda, Maryland.

Details of Professional Experience

PAB Consultants, Vienna, VA 2006 - Present

Owner/Principal

Participate in a combination of separately licensed professional practices

in the legal, brokerage (real estate) and builder/construction fields, as

well as private investment in small real-estate acquisition/development

projects with other partners. Businesses include, without limitation:

. Sole principal of licensed legal practice (Paul A. Bellegarde, Esq.)

(MD, VA, DC); serve as regular (retainer-based) outside general

counsel to various small/mid-size Washington-area-based companies;

also perform occasional hourly-based litigation services for national

lenders and other private businesses and individuals.

. Sole principal of licensed real-estate-brokerage company (Commercial

Plus Brokerage Real Estate Services, LLC), which, through a strategic

partnership with the legal practice, provides clients with a one-stop

combination of brokerage and legal services in the same transaction.

. Licensed "Member of Responsible Management" for the Virginia

operations of Castlewood Custom Builders (trade name for Castlewood

Consulting, LLC), a high-end boutique custom homebuilding firm based

in Bethesda, Maryland; obtained this credential (required for issuance

of Virginia Class "A" Builder license to the LLC builder) by passing

Virginia's combined 4-part, 6-hour license examination for large-

project new-construction contractors, as regulated by The Virginia

Board for Contractors.

Zalco Realty, Inc., Silver Spring, MD 2003 - 2006

Executive Vice President and General Counsel

Chief executive of the Commercial Division and company-wide general counsel

for this large, diverse real-estate-services firm. Company's total

management and leasing portfolio comprised over 100 properties in the

Washington, DC metropolitan area with an aggregate property value of over

$3 billion, including a varied array of commercial office buildings,

shopping centers, warehouse/flex space, apartments, condominiums and

cooperatives, with such marquee clients as The Watergate, Howard University

and The American College of Surgeons. The Commercial Division was also

engaged in other brokerage, asset-purchase and joint venture opportunities

within the Richmond/Washington/Baltimore corridor. Performance highlights

include:

. Substantially revised, upgraded and maintained all in-house contract

forms, proposal documentation and marketing materials, including a

complete overhaul of the company website (which includes drafting 95%

or more of its present content);

. Intimately involved in year-long effort (through 2004), through a

nationally known securities firm, to obtain $100 Million of joint

venture capital for programmatic real estate acquisition, which

efforts included preparation of materials and road-show presentation

with over a dozen prospective equity partners nationwide;

. Regularly participated in new-business solicitations, including

preparation of materials and presentation to prospective clients,

which included (without limitation) mixed-use developers, commercial

property owners and residential condominium/HOA boards;

. Regularly analyzed and evaluated the viability of asset-purchase

opportunities through physical inspection, economic review and

consultation with other in-house professionals;

. Prepared, negotiated and closed all in-house transactional agreements,

including asset-purchase agreements, joint-venture term sheets,

leases, business-purchase agreements, and vendor contracts; and

. Fulfilled on a regular basis numerous supervisory and administrative

functions normally associated with comparable executive positions,

such as: counseling all in-house service divisions (Commercial,

Residential, Engineering and Accounting) regarding transactions and

operational problems; implementing, monitoring and maintaining in-

house procedures to enhance operational performance; and, conducting

in-house training seminars.

Shulman, Rogers, Gandal, Pordy & Ecker, PA, Rockville, MD 1991 - 2003

Elected Partner in 1998

Commercial and real-estate-related litigation and transactional practice

covering a broad range of complex statutory and common law issues. Handled

proceedings at the federal (including U.S. Bankruptcy Court), state and

administrative levels in Maryland, Virginia, Delaware, West Virginia and

the District of Columbia, with cases involving some of the firm's most

prominent business clients and some of the region's largest commercial and

residential landlords, builders, lenders and brokerage companies.

Particular expertise with emergency pre-trial measures in complex

commercial, real estate and bankruptcy matters, including proficiency with

injunctions, restraining orders, prejudgment-attachments and liens, and

receiverships. Had a high success rate for creative resolution and

settlement of disputes. Some notable highlights include:

. Chairman of Firm's landlord/tenant, brokerage and property-management

practice groups;

. Authored - at the request of the Virginia State Bar's Real Property

Section - Real Estate Brokerage Law in Virginia, a 50-page legal

treatise that is now Chapter 17 of the Virginia Law Foundation's 2-

volume legal practice handbook - Real Estate Transactions in Virginia.

Also authored supplements in 2003, 2005 and 2007. This Chapter is

still Virginia's most-comprehensive practice guide on real-estate

broker/agency law.

. Obtained or otherwise intimately involved in over a dozen emergency

injunctions or receiverships in matters ranging as high as $80 million

in controversy; the two largest of these matters included the

following:

- Intimately involved with investigating and prosecuting claims

related to massive "Ponzi" scheme where hundreds of real estate

investors were defrauded and sustained aggregate loss exceeding $50

Million. Case included establishing ex parte receivership in

Maryland State Court, with litigation ultimately moving to the U.S.

Bankruptcy Court (MD), and also involved post-receivership seizure

of assets and investigation that was coordinated with both the SEC

and the U.S. Attorney's Office;

- The hostile repossession (through ex parte receivership) of a

hotel and office building complex in Montgomery County for a west-

coast-based federal savings bank (Great Western Bank), where

outstanding indebtedness on the note exceeded $80 Million. At the

time this was that bank's largest real estate asset in default.

. Successfully established "vendee's lien" as viable expedited real-

estate remedy in Virginia, with first reported case (DRHI v L'ambiance

Assoc., 39 Va. Cir. 434 (Fairfax County, 1996); and

. Handled varied array of dispute resolution matters in bankruptcy,

including proceedings related to contested appointment of trustees in

Chapter 11 cases, lifting the automatic stay (11 USC 362), compelling

turnover of property (11 USC 542 and 543) and avoidance of debtor

transfers (preference, fraudulent conveyance).

Cable, McDaniel, Bowie & Bond (Now part of McGuire Woods), Baltimore, MD

1986 - 1991

Associate

Accelerated development as a new associate with this boutique business-

practice firm, which served as general counsel to several of Baltimore's

wealthiest families and most-elite clients (including at least one being

listed regularly among the Forbes 400). Gained first and second-chair trial

experience in commercial and real-estate-related litigation in the state

courts of Maryland and West Virginia and the West Virginia Human Rights

Commission while managing a steady caseload of approximately 30 litigation

matters.

. Notable highlight: In first two years of practice, second-chaired the

defense of a large Baltimore-based regional coal company in a 5-week

employment discrimination trial (spanning an 18-month time period) in

West Virginia State Court, and also in related litigation before the

West Virginia Human Rights Commission. Participation included taking

depositions, examining witnesses at trial (both direct and cross) and

delivering a 45-minute rebuttal on closing argument in the Circuit

Court trial. The client prevailed at the trial level, but the decision

was ultimately overturned on appeal (which was handled by the client's

West Virginia counsel) based upon contract-law issues pertaining to

conditions precedent. See West Virginia Human Rights Commission et al.

vs. Smoot Coal Company, Inc. et al., 412 S.E.2d 749, 186 W.Va. 348, 57

Fair Empl.Prac.Cas. (BNA) 1344 (1991).

Education

The Dickinson School of Law (Pennsylvania State University), Carlisle,

Pennsylvania, JD 1986

. The Phillip C. Jessup International Moot Court Competition,

Washington, D.C., March 1985

. Finalist, Intra-school Trial Moot Court Competition

. Pennsylvania Attorney General Internship, Special Litigation Section,

Harrisburg, Pennsylvania

Boston College, Chestnut Hill, Massachusetts, BA (History) 1982

. Graduated cum laude

. Phi Alpha Theta, National History Honor Society

. Awarded Boston College Academic Scholarship for final two years in

recognition of academic excellence

Bar Admissions and other Licenses

. Maryland State Bar (by examination), 1986

. Federal District Court (and U.S. Bankruptcy Court) for the District of

Maryland, 1989

. District of Columbia Bar (by reciprocity), 1992

. Virginia State Bar (by examination), 1995

. Federal District Court for the Eastern District of Virginia, 1995

. U.S. Bankruptcy Court for the Eastern District of Virginia, 1998

. Maryland Real Estate Broker's License (by examination), 2003

. Virginia Real Estate Broker's License (by examination), 2007

. Virginia Class "A" Builder's License (New Construction) (by

examination), 2008

Selected Lectures and Publications

Featured Speaker - Effective Instruction Techniques for Continuing

Education in the Brokerage Industry; Maryland Real Estate Educators

Association, Annual Educational Luncheon, 1993.

Author - Maryland Courts Expected to Give New Lien Law Strict Standard of

Review, The Daily Record, Maryland Lawyer's Edition, September 17, 1994.

Author - Maryland's Commercial Lien Law: What Brokers Should Know, The

Washington Business Journal, Commercial Real Estate/Special Report, October

14-20, 1994.

Speaker - An Overview of Maryland Law and Legal Remedies Affecting Brokers'

Commission Rights; Greater Washington Commercial Association of Realtors;

Bethesda, Maryland; March 17, 1998 (Continuing Education Credit - Real-

Estate-Broker/Salesperson-License Renewal for Maryland).

Panel-Speaker/Instructor - Practical Solutions to Current Commercial Real

Estate Issues; Greater Washington Commercial Association of Realtors;

Bethesda, Maryland; September 17, 1998 (Continuing Education Credit - Real-

Estate-Broker/Salesperson-License Renewal for Maryland).

Featured Speaker - The Paper Chase - Contract Issues for the Hospitality

Industry; National Hotel/Motel Brokers Association, 40th Annual Convention;

Ft. Lauderdale, Florida; January 9, 1999.

Panel-Speaker - Hot Topics for Property Managers; 1999 Annual Awards

Banquet; The Institute of Real Estate Management, West-Central Chapter;

Silver Spring, Maryland; February 4, 1999.

Speaker/Instructor - Adding Value to the Commercial Lease; PMEXPO 1999

(Largest single-day property-management exposition in the United States);

Washington, D.C.; October, 1999 (Continuing Education Credit - Property-

Management-License Renewal for the District of Columbia).

Featured Speaker - Consider This - Five Mindful Issues for Hotel

Transactions in the Current Cycle; National Hotel/Motel Brokers

Association, Semi-Annual Educational Conference; Chicago, Illinois; June

29, 2000.

Instructor - Legal Aspects of Real Estate Agency; Greater Capital Area

Association of Realtors; Rockville, Maryland; October 25, 2000 (Continuing

Education Credit - Real-Estate-Broker/Salesperson-License Renewal for

Maryland, Virginia and the District of Columbia; 3 Credits).

Speaker/Instructor - 30 Property Management Issues in 60 Minutes; PMEXPO

2000 (Largest single-day property-management exposition in the United

States); Washington, D.C.; November 9, 2000 (Continuing Education Credit -

Property-Management-License Renewal for the District of Columbia).

Featured Speaker - Will You be Able to Find a Seat When the Music Stops?

National Hotel/Motel Brokers Association, Marketing Conference; Washington,

D.C.; December 8, 2000.

Instructor - The Commercial Lease Process - A to Z; Greater Capital Area

Association of Realtors/Lorman Educational Services; January 25, 2001

(Continuing Education Credit -Real-Estate-Broker/Salesperson-License

Renewal for Maryland; 6 Credits).

Instructor - The Tangled Web - Brokers/Agents, Sellers/Landlords and

Buyers/Tenants; Montgomery County (Maryland) Office of Economic

Development; Rockville, Maryland; March 13, 2001 (In-house instructional

seminar for county employees).

Featured Speaker - Commission Rights for Brokers; MAREMA (Mid-Atlantic Real

Estate Marketing Association) Semi-Annual Luncheon; McLean, Virginia; March

15, 2001.

Instructor - Commercial Agency and Contract Principles; Greater Washington

Commercial Association of Realtors; Washington, D.C.; August 29, 2001

(Continuing Education Credit, Real-Estate-Broker/Salesperson-License

Renewal for Maryland, Virginia and the District of Columbia; 3 Credits).

Instructor - Hot Topics in Commercial Agency - Subleasing/Assignment,

Options and Bankruptcy; Greater Washington Commercial Association of

Realtors; Washington, D.C.; August 30, 2001 (Continuing Education Credit -

Real-Estate-Broker/Salesperson-License Renewal for Maryland, Virginia and

the District of Columbia; 3 Credits).

Author - Chapter 17 - Real Estate Brokerage Law in Virginia, Virginia

Lawyers Practice Handbook - Real Estate Transactions in Virginia (Virginia

CLE and The Virginia Law Foundation, November, 2001; Supplemented in 2003

and 2005).

Author - Yes Virginia, There is a Broker's Lien Act - But it Isn't Worth

Much: The "Fee Simple" Magazine, Official publication of the Virginia State

Bar Real Property Section, May, 2003.

Instructor - Many classes on varied topics - such as Real Estate Agency,"

"Assignments and Subleasing," "Foreclosure" and "Real Estate Contract

Principles"; The Frederick Academy of Real Estate; 2003 and 2004

(Continuing Education Credit for Real-Estate-Broker/Salesperson-License

Renewal for Maryland and Delaware; 1.5 - 3 Credits per class).

Speaker - Advanced Real Estate Seminar - Practical Pointers, Drafting Tips

and Clever Tricks; 10th Annual Advanced Real Estate Seminar; Virginia

Continuing Legal Education and The Virginia Law Foundation; Williamsburg,

Virginia; February 24-25, 2006. Received highest evaluation from attendees

as "Best Speaker" at this two-day conference.

Speaker - Can They Really Do That? A 20-year Litigator Explores the Complex

World of Injunctions, Liens, Attachments and Other Expedited Relief -

Presented at 12th Annual Advanced Real Estate Seminar; Virginia CLE and The

Virginia Law Foundation; Williamsburg, Virginia; February 22-23, 2008.

Again, received highest evaluation from attendees as "Best Speaker" at this

two-day conference.

Instructor - Introduction to Commercial Real Estate; Greater Washington

Commercial Association of Realtors; Silver Spring, Maryland; May 5, 2008;

Graduate Realtors Institute (GRI) 400 Series; and Continuing Education

Credit, Real-Estate-Broker/Salesperson-License Renewal - Maryland and the

District of Columbia; 7 Credits).

Instructor - Introduction to Commercial Real Estate (Abbreviated Topics);

Prince George's County Association of Realtors; Landover, Maryland;

presented twice - June 4, 2008 and August 20, 2008; Continuing Education

Credit, Real-Estate-Broker/Salesperson-License Renewal - Maryland and the

District of Columbia; 3 Credits for each class.

Speaker/Panelist - A House Divided - Bailing Out Clients in Financial

Crisis (Focusing on Equitable Property Distribution in Divorce in the

Coming Cycle) - Presented at the 25th Annual Advanced Family Law Seminar;

Virginia CLE and The Virginia Law Foundation; Richmond, Virginia; April 24,

2009. Presentation included materials and discussions involving the

Homeowner Affordability and Stability Plan, First-Time Homebuyer Tax

Credit, Mortgage Forgiveness Debt Relief Act of 2007, and Hope for

Homeowners Act.

Program Director - Real Estate and Bankruptcy - Status and Issues for 2009

and Beyond - Presented at the 71st Annual Meeting for the Virginia State

Bar, as a combined program by the Real Estate and Bankruptcy Sections;

Virginia CLE and The Virginia Law Foundation; Virginia Beach, Virginia;

June 19, 2009.

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