Builder Side Deed Agreement

BUILDER SIDE DEED AGREEMENT

This Builder Side Deed Agreement (the Agreement) is made and entered into as of by and between Builder Name: , Entity Type: Corporation LLC Individual, with principal address: (Builder), and Owner Name: , with principal address: (Owner). Builder and Owner are each a Party and collectively the Parties.

RECITALS

WHEREAS, Owner is the fee simple owner of certain real property described as:

WHEREAS, Builder proposes to construct improvements adjacent to or incorporating a portion of the Property and Builder requires a side deed, easement, or conveyance of a portion of the Property to effectuate such development; and

WHEREAS, Owner is willing to convey to Builder, upon the terms and subject to the conditions set forth herein, the Side Parcel described below in order to permit the construction, access, and utility arrangements necessary for Builder's project.

NOW, THEREFORE

In consideration of the mutual covenants and other good and valuable consideration set forth below, the Parties agree as follows:

1. DEFINITIONS

1.1 "Property" means the real property owned by Owner described in the Legal Description field above and depicted on the Survey attached hereto. Parcel or tax identification number(s):

1.2 "Side Parcel" means the portion of the Property to be conveyed or encumbered by this Agreement, further described as:

2. CONVEYANCE

2.1 Type of Conveyance. Owner shall convey to Builder the Side Parcel by: Fee simple deed Easement deed Other If Other, specify:

2.2 Granting Instrument. The form of the deed or instrument to be delivered at Closing shall be a recordable instrument sufficient to convey the interest described in Section 2.1, subject only to Permitted Exceptions as defined herein.

3. CONSIDERATION

3.1 Purchase Price. As consideration for the conveyance, Builder shall pay Owner the sum of (the Purchase Price), payable as follows: .

3.2 Allocation of Costs. Unless otherwise set forth herein, Owner shall be responsible for Owner's statutory transfer taxes and recording fees for instruments executed by Owner; Builder shall be responsible for escrow fees, title insurance premiums, and any costs required to cure title exceptions identified by Builder.

4. CONDITIONS PRECEDENT

4.1 Conditions. Builder's obligation to close is subject to the satisfaction or waiver prior to Closing of the following conditions: (a) delivery of a title commitment showing Owner as record owner; (b) completion of a boundary and title survey acceptable to Builder; (c) any governmental approvals required for the contemplated use of the Side Parcel have been obtained; and (d) Owner's representations and warranties remaining true.

4.2 Waiver. Builder may waive in whole or in part any condition precedent, provided such waiver is in writing and executed by Builder.

5. TITLE, CLOSING AND RECORDING

5.1 Closing. The Closing shall occur on or before at the office of Escrow Agent: , or at such other place and time as the Parties mutually agree in writing.

5.2 Title. At Closing, Owner shall deliver to Builder a duly executed and acknowledged deed or instrument conveying the interest described in Section 2.1, together with an owner affidavit and such other instruments as reasonably requested by Builder to effect vesting of title. Title to the Side Parcel shall be conveyed subject only to Permitted Exceptions, which shall be identified in writing at least ten (10) days prior to Closing.

6. REPRESENTATIONS AND WARRANTIES

6.1 Owner Representations. Owner represents and warrants to Builder as of the Effective Date and as of Closing that: (a) Owner is the lawful owner of the Property and has good and marketable title to the Side Parcel; (b) there are no outstanding leases, tenancies, or options affecting the Side Parcel except as disclosed in writing; (c) there are no pending or threatened claims, suits, liens or encumbrances affecting the Side Parcel except as disclosed in writing; and (d) Owner has the full power and authority to execute and deliver this Agreement and to convey the Side Parcel.

6.2 Builder Representations. Builder represents and warrants that Builder has the corporate or other necessary power to enter into this Agreement and perform its obligations hereunder, and that execution and performance will not violate any material agreement binding on Builder.

7. COVENANTS

7.1 Use Restrictions. Builder agrees that the Side Parcel will be used only for the purposes expressly set forth in this Agreement and any permitted development approvals; Builder shall not use the Side Parcel in a manner that unreasonably interferes with Owner's remaining Property and access rights.

7.2 Access and Maintenance. Unless otherwise agreed, Builder shall have reasonable access to the Side Parcel for construction and maintenance. Following conveyance, Builder shall be responsible for the maintenance of improvements constructed on the Side Parcel, except as otherwise expressly provided herein.

8. INDEMNITY

8.1 Indemnity by Owner. Owner shall indemnify, defend and hold harmless Builder and Builder's affiliates from and against any and all claims, losses, damages, liabilities, expenses and costs (including reasonable attorneys' fees) arising out of Owner's breach of any representation, warranty or covenant contained in this Agreement or arising from events occurring prior to Closing.

8.2 Indemnity by Builder. Builder shall indemnify, defend and hold harmless Owner and Owner's affiliates from and against any and all claims, losses, damages, liabilities, expenses and costs (including reasonable attorneys' fees) arising from Builder's acts, omissions or use of the Side Parcel following Closing, except to the extent resulting from Owner's prior acts or omissions.

9. TAXES, ASSESSMENTS AND LIENS

9.1 Proration. Real property taxes, assessments and homeowner association dues, if any, shall be prorated between Owner and Builder as of the Closing Date. Owner shall be responsible for all taxes, assessments and governmental charges attributable to periods prior to Closing.

10. NOTICES

All notices, demands and communications required or permitted hereunder shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth below or such other address as a Party designates by notice:

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

11.2 Entire Agreement. This Agreement, together with any exhibits, schedules and documents referenced herein, constitutes the entire agreement between the Parties and supersedes all prior negotiations, representations, agreements and understandings, whether oral or written, relating to the subject matter hereof.

11.3 Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, such determination shall not affect the remaining provisions of this Agreement, which shall remain in full force and effect.

12. AMENDMENTS; WAIVER; COUNTERPARTS

12.1 Amendment. This Agreement may be amended only by a written instrument executed by both Parties.

12.2 Waiver. No waiver of any breach or default shall be effective unless in writing signed by the Party granting the waiver, and no single waiver shall constitute a waiver of any subsequent breach.

12.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall be binding for all purposes.

13. MISCELLANEOUS

13.1 Further Assurances. Each Party shall execute and deliver such further instruments and take such further actions as may be reasonably required to effectuate the intent of this Agreement.

13.2 Costs. Except as otherwise provided in this Agreement, each Party shall bear its respective costs and expenses incurred in connection with the negotiation and performance of this Agreement.

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