Real Estate Redevelopment Agreement

REAL ESTATE REDEVELOPMENT AGREEMENT

This Real Estate Redevelopment Agreement (the "Agreement") is entered into as of Effective Date: by and between Owner Name: (Owner), and Redeveloper Name: .

RECITALS

WHEREAS, Owner is the record owner of certain real property located at (the "Property");

WHEREAS, Owner desires to engage Redeveloper to plan, obtain approvals for, finance, construct and complete a redevelopment project on the Property in accordance with the Approved Plans and the terms of this Agreement; and

WHEREAS, Redeveloper represents that it has the experience, personnel and financial capacity to perform the redevelopment and desires to undertake the Project pursuant to the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants, promises and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

In addition to terms defined elsewhere in this Agreement, the following terms shall have the meanings set forth below:

"Approved Plans" means the final drawings, specifications, development program and schedule approved in writing by Owner and Redeveloper in accordance with Section 3.

"Project" means the redevelopment of the Property as described in Section 2 and the Approved Plans.

2. SCOPE OF REDEVELOPMENT

Redeveloper shall, at its cost and expense except as expressly provided herein, perform all planning, design, permitting, construction and related activities necessary to complete the Project substantially in accordance with the Approved Plans and this Agreement.

3. APPROVED PLANS, PERMITS AND APPROVALS

Redeveloper shall prepare and submit to Owner for review the proposed plans and specifications for the Project. Owner shall not unreasonably withhold, condition or delay approval of plans that conform to the material terms of this Agreement. Redeveloper shall be responsible for obtaining, at Redeveloper's expense, all governmental permits, licenses and approvals necessary to undertake and complete the Project, except where Owner's signature or action is required to secure such approvals, in which case Owner shall cooperate in good faith.

4. CONSTRUCTION, COMMENCEMENT AND COMPLETION

Redeveloper shall commence physical construction of the Project on or before Commencement Date: and shall diligently prosecute construction to substantial completion on or before Completion Date: , subject to Force Majeure and authorized changes.

Redeveloper shall be responsible for hiring contractors, supervising construction, and procuring lien waivers and certifications necessary to deliver the Project free of liens at closing or other transfer as provided in this Agreement.

5. BUDGET, FINANCING AND ESCROW

Redeveloper shall prepare and deliver to Owner a detailed Development Budget and Sources & Uses statement. The initial redevelopment budget is: .

If construction financing is required, Redeveloper shall use commercially reasonable efforts to obtain such financing. Name of Escrow Agent: .

6. CONSIDERATION; PURCHASE, LEASE OR PROFIT SHARE

The Parties agree that consideration for Redeveloper's performance shall be as follows (select applicable method and describe terms):

7. ENVIRONMENTAL MATTERS

Owner shall disclose any known environmental conditions affecting the Property. Redeveloper shall have the right, at Redeveloper's expense, to conduct an environmental site assessment prior to Closing. If contamination is discovered, the Parties shall cooperate to allocate remediation responsibilities as follows:

8. INSURANCE

During construction and for such period thereafter as is customary, Redeveloper shall obtain and maintain, at Redeveloper's expense, commercial general liability insurance, workers' compensation and builder's risk insurance naming Owner as an additional insured where appropriate. Minimum general liability limits shall be: per occurrence.

9. INDEMNIFICATION

Redeveloper shall indemnify, defend and hold harmless Owner from and against any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of Redeveloper's negligence, willful misconduct, breach of this Agreement, or the construction and operation of the Project, except to the extent arising from Owner's gross negligence or willful misconduct.

10. DEFAULT; REMEDIES

An "Event of Default" by a party shall include material breach of this Agreement that is not cured within thirty (30) days after written notice, subject to longer cure periods for breaches reasonably requiring additional time. Upon an Event of Default by Redeveloper, Owner may pursue any remedies at law or in equity, including specific performance, damages and termination of this Agreement. Remedies are cumulative and not exclusive.

11. TERMINATION

This Agreement may be terminated prior to Closing by mutual written agreement of the Parties, or by either Party upon the other Party's uncured Event of Default as provided in Section 10. Termination shall not relieve a Party of liability for breaches occurring prior to termination.

12. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses below by personal delivery, nationally recognized overnight courier, or certified mail, return receipt requested.

13. ASSIGNMENT

Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld; provided, however, that Redeveloper may assign to an affiliate or to a lender in connection with financing so long as Redeveloper remains primarily liable for performance.

14. AMENDMENT; WAIVER

This Agreement may be amended only by a written instrument executed by both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver of that right.

15. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice of law principles.

16. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including the Approved Plans and any attachments or schedules executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

17. DISPUTE RESOLUTION

The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation. If negotiation fails, the Parties agree to non-binding mediation followed, if unresolved, by binding arbitration administered in accordance with the Parties' agreement as to arbitrator selection. Judgment upon the award may be entered in any court having jurisdiction.

18. COUNTERPARTS; AUTHORITY

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. Each signatory represents and warrants that such person has full authority to execute and deliver this Agreement on behalf of the Party for which they sign.

19. MISCELLANEOUS CERTIFICATIONS

Each Party certifies that it is not aware of any pending actions or orders that would materially impair its ability to perform under this Agreement, and that the representations and warranties contained herein are true and correct as of the Effective Date.

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