Redevelopment Real Estate Partners Agreement

REDEVELOPMENT REAL ESTATE PARTNERS AGREEMENT

This Redevelopment Real Estate Partners Agreement (the "Agreement") is entered into as of by and between Partner A: and Partner B: (each a "Partner" and together the "Partners").

1. Property Identification

2. Recitals and Purpose

The Partners intend to acquire, finance, design, construct, rehabilitate, lease and/or sell the Property for the purpose of redevelopment, including obtaining all necessary permits and approvals, and performing construction and marketing activities (the "Project"). The Project scope is described as:

3. Purchase and Acquisition Terms

Purchase Price: $ . Earnest Money: $ to be deposited in escrow upon mutual execution. Closing is scheduled on or before unless extended pursuant to this Agreement.

4. Term; Possession

Anticipated possession date: . The Partners' obligations concerning the Project shall continue until final distribution of proceeds and termination pursuant to Section 15.

5. Capital Contributions and Ownership Interests

Each Partner's initial capital contribution and resulting percentage interest shall be as follows:

Additional capital calls shall be made in accordance with the approved budget and shall be contributed pro rata in accordance with each Partner's percentage interest unless otherwise agreed in writing.

6. Management, Authority and Voting

Day-to-day management of the Project shall be vested in a Manager. The initial Manager shall be: .

Routine decisions require a majority vote of percentage interests. Major decisions, including but not limited to sale of the Property, refinancing for cause, material change orders exceeding $ , or amendments to this Agreement require unanimous consent of the Partners.

7. Financing

If financing is required, the Partners shall use commercially reasonable efforts to obtain loan commitments and shall allocate debt and related costs in accordance with allocations set forth in this Agreement.

8. Development Budget; Construction

9. Insurance; Indemnity; Risk Allocation

The Partners shall maintain insurance customary for projects of similar scope including commercial general liability, property and builder's risk during construction, and any lender-required coverages. Minimum liability limits:

Each Partner shall indemnify, defend and hold harmless the other Partner from and against any claims arising from that Partner's breach, negligence, willful misconduct or failure to perform its obligations under this Agreement, subject to the limitations set forth herein.

10. Distributions and Waterfall

Net cash flow from Operations and net proceeds from any disposition of the Property shall be distributed in the following order: (a) payment of third-party debts and expenses; (b) return of capital contributions to the Partners; (c) preferred return of per annum to contributing Partners; and (d) remaining profits split pro rata in accordance with each Partner's percentage interest, subject to any agreed promote or tiered waterfall set forth in writing.

11. Representations and Warranties

Each Partner represents and warrants that such Partner has full power and authority to enter into this Agreement, that execution of this Agreement has been duly authorized, and that this Agreement constitutes a legal, valid and binding obligation of such Partner enforceable in accordance with its terms.

12. Environmental and Property Condition Disclosures

The Partners acknowledge and disclose the following known conditions (select Yes or No for each):

Presence of lead-based paint: Yes No

Known mold or water intrusion: Yes No

Prior structural damage or major repairs: Yes No

Known environmental contamination or regulatory compliance matters: Yes No

13. Defaults; Remedies; Buy-Out

An Event of Default includes failure to fund required capital contributions, material breach of representations and warranties, or willful misconduct. The non-defaulting Partner shall provide written notice specifying the breach and a cure period of days unless otherwise provided. If default is not cured, remedies may include specific performance, damages, or a buy-out at fair market value calculated in accordance with Section 13.3 herein.

14. Assignment; Transfer Restrictions

No Partner may assign or transfer its interest without the prior written consent of the other Partner, which consent shall not be unreasonably withheld. Any permitted assignee must assume all obligations of the assignor under this Agreement.

15. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, recognized overnight courier, or certified mail, return receipt requested.

16. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state indicated below. Any dispute arising under this Agreement shall be submitted to binding arbitration unless the Partners unanimously elect litigation. The selected governing law is:

Arbitration Court Litigation

17. Tax Matters; Accounting

The Partners shall maintain full and accurate books and records in accordance with generally accepted accounting principles. Tax allocations and reporting shall be made in accordance with the Partners' respective capital accounts and applicable tax law. The designated tax matters partner is:

18. Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the Partners with respect to the subject matter hereof and supersedes all prior negotiations and understandings. This Agreement may be amended only by a written instrument signed by all Partners.

19. Certifications

Each Partner certifies that the representations set forth in this Agreement are true and correct as of the date of execution and that each Partner has the full corporate or individual authority to enter into and perform this Agreement.

Sign Now