Site Control Certification Form

Site Control Certification Form

This Site Control Certification Form (the "Certification") is made as of the Effective Date: by and between Owner Name: whose principal address is ("Owner"), and Developer Name: whose principal address is ("Developer"). Owner and Developer are referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Owner represents that it holds or controls certain rights in the real property described below and intends that those rights constitute site control for purposes of Developer's evaluation, entitlement, financing, or development of a proposed project; and

WHEREAS, Developer requires written certification from Owner confirming the nature, scope, and duration of Owner's site control and the existence of specified documentation demonstrating Owner's control; and

WHEREAS, the Parties wish to set forth the certification, representations, and covenants of Owner with respect to the Site as a condition to Developer's continued reliance and expenditures in furtherance of the proposed project.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Certification and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Certification: "Site" means the real property described in Section 2 below; "Site Control" means the legal right held by Owner to possess, use, or acquire the Site by deed, lease, option, purchase and sale agreement, or other enforceable agreement sufficient to allow the Developer to proceed with project planning and due diligence; and "Evidence of Site Control" means recorded or signed agreements, title reports, recorded deeds, leases, options, escrow instructions, or other written instruments identified in Section 3.

2. SITE IDENTIFICATION

3. NATURE AND SCOPE OF SITE CONTROL

Owner certifies that Owner currently possesses the following form(s) of Site Control with respect to the Site (check all that apply) and that the information required below concerning each checked form of Site Control is true and correct:

Effective Date of Site Control:

Expiration or Termination Date (if applicable):

4. EVIDENCE OF SITE CONTROL

Owner represents that the following documents constitute the Evidence of Site Control and currently demonstrate Owner's rights in the Site. Owner shall identify each document by type, date, and party to the agreement, and attach true and complete copies to this Certification or make them available upon Developer's written request.

Owner certifies that each document listed above is a valid and binding obligation of the parties thereto and that, to Owner's knowledge, there exist no amendments, terminations, defaults, or waivers that would materially impair Developer's reasonable reliance on such documents as evidence of Site Control.

5. REPRESENTATIONS AND WARRANTIES

Owner represents and warrants to Developer that: (a) Owner is the lawful holder of the rights in the Site as identified in Section 3; (b) there are no undisclosed leases, easements, liens, judgments, or encumbrances that would materially impede the proposed development, except as disclosed in writing in the Evidence of Site Control; (c) Owner has full power and authority to execute and deliver this Certification and to perform its obligations hereunder; and (d) the execution, delivery, and performance of this Certification will not violate or result in a default under any material agreement, instrument, judgment, order, or law applicable to Owner or the Site.

6. COVENANTS

Owner covenants that, during the period Developer is reasonably relying on this Certification, Owner will not execute or permit any encumbrance, sale, lease, option, or amendment affecting the Site that would materially impair the rights represented herein without first providing Developer with written notice and, where applicable, obtaining Developer's prior written consent which shall not be unreasonably withheld. Owner further agrees to cooperate with Developer in providing documents, consents, and reasonable access necessary to confirm the asserted Site Control.

7. CONDITIONS OF RELIANCE; REMEDIES

Developer's reliance on this Certification is conditioned upon the continued accuracy of Owner's representations and the availability of the Evidence of Site Control. If any representation or warranty made herein is materially false or misleading in any material respect, Developer may, at its election, suspend reliance on the Certification and pursue any remedies available at law or in equity, including specific performance or damages. The remedies provided in this Certification are cumulative and in addition to any other remedies available to Developer.

8. NOTICES

All notices, demands, or communications required or permitted under this Certification shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or mailed by certified mail, return receipt requested, to the addresses set forth below or to such other address as either Party may designate by notice to the other.

9. AMENDMENTS; WAIVER; COUNTERPARTS

This Certification may be amended or modified only by a writing signed by both Parties. No waiver of any breach or default shall be effective unless in writing and signed by the Party granting the waiver. This Certification 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.

10. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Certification shall be governed by and construed in accordance with the laws of the jurisdiction in which the Site is located without regard to conflict of law principles. This Certification constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to Site Control. If any provision of this Certification is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

11. ADDITIONAL PROVISIONS

If requested by Developer, Owner agrees to deliver executed copies of any recorded instruments, letters of intent, escrow instructions, title commitments, or other documents reasonably necessary to confirm or perfect the Site Control. Owner acknowledges that Developer may disclose this Certification and the Evidence of Site Control to prospective lenders, investors, governmental authorities, or purchasers in connection with the proposed development, provided such parties agree to keep nonpublic information confidential.

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