Subdivision Contract

SUBDIVISION CONTRACT

THIS SUBDIVISION CONTRACT (the Agreement) is made as of Effective Date: by and between Developer: , a , with principal address ; and Owner: , a , with principal address (each a Party and together the Parties).

RECITALS

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

WHEREAS, Developer desires to subdivide the Property into lots, install improvements, obtain plat approval, and cause the Property to be recorded as a subdivision in accordance with local subdivision ordinances and applicable statutes; and

WHEREAS, Owner and Developer desire to set forth their respective obligations, schedules, conditions precedent, and remedies with respect to the subdivision, construction of improvements, conveyance of lots, and related matters.

NOW THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the Parties agree as follows:

1. DEFINITIONS

1.1 "Property" means the real property owned by Owner and described in the legal_description field above and any additional tracts subsequently agreed in writing by the Parties. "Plat" means the final subdivision plat prepared for recording.

2. SUBDIVISION APPROVAL AND PLATTING

2.1 Developer shall prepare and diligently pursue all applications, engineering plans, plats, studies and permits required for tentative and final subdivision approval (collectively, the Approvals). Developer shall be responsible for submission, fees, and coordination with governmental agencies unless otherwise set forth herein.

2.2 Developer shall deliver to Owner copies of the Plat and Approvals upon completion. Developer shall not record any Plat without Owner's prior written consent, which shall not be unreasonably withheld, except as otherwise permitted under this Agreement.

3. DEVELOPMENT PLAN AND IMPROVEMENTS

3.1 Developer shall prepare and implement a development plan describing the improvements, construction schedule and standards. Summary of Development Plan:

3.2 Developer shall construct all public and private improvements shown on the approved Plat and required by governmental authorities, including but not limited to roads, curbs, gutters, drainage, sewer, water, street lighting and sidewalks (Improvements). All Improvements shall be constructed in accordance with the standards of the approving authority and good industry practice.

4. PURCHASE, CONVEYANCE AND LOT SALES

4.1 Subject to fulfillment of the conditions set forth in this Agreement, Owner agrees to convey to Developer, or Developer to convey to purchasers described by Developer, individual lots shown on the Plat following Final Plat approval and recordation. The Parties acknowledge that conveyance sequence may be phased by written schedule attached hereto as Exhibit A and incorporated herein.

4.2 Sale Price per Lot (if applicable): . Payment terms and escrow arrangements shall be set forth in separate purchase contracts consistent with the Plat and local law.

5. TITLE AND CLOSING

5.1 Owner warrants that it presently holds marketable fee simple title to the Property free of liens and encumbrances except those disclosed in writing to Developer prior to the Effective Date. Owner shall deliver such copies of title commitments and documents as Developer reasonably requests.

5.2 At each conveyance or closing, the Parties shall deliver such instruments and approvals as are customarily required to effectuate the conveyance shown on the Plat, including executed deeds, bills of sale, and any instruments necessary to create or release easements, subject to the terms of this Agreement.

6. EASEMENTS, UTILITIES AND ACCESS

6.1 The Parties shall dedicate or create such easements as required by the approving authority for utilities, drainage, ingress and egress, and other public purposes. Developer shall coordinate with utility providers to ensure necessary service installations.

7. REPRESENTATIONS AND WARRANTIES

7.1 Each Party represents and warrants to the other that: (a) it has full power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution and delivery of this Agreement has been duly authorized; and (c) when executed and delivered, this Agreement will constitute the legal, valid and binding obligation of such Party enforceable in accordance with its terms.

8. INDEMNIFICATION AND INSURANCE

8.1 Developer shall indemnify, defend and hold harmless Owner and its agents from and against any claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of Developer's activities on the Property, except to the extent caused by Owner's gross negligence or willful misconduct.

8.2 Developer shall maintain, at its expense, commercial general liability insurance and builders' risk and such other coverages as reasonably required by Owner or by law during construction of the Improvements. Certificates evidencing such insurance shall be delivered to Owner upon request.

9. DEFAULT AND REMEDIES

9.1 A Party shall be in default if it materially fails to perform any obligation under this Agreement and fails to cure such breach within Thirty (30) days after written notice (or such longer period as reasonably required if cure is actively pursued).

9.2 Upon default by a Party, the non-defaulting Party shall be entitled to all remedies available at law or in equity, including specific performance, damages, and injunctive relief. The Parties agree that a breach of obligations to obtain required Approvals or to construct Improvements may cause irreparable harm and entitle the non-breaching Party to specific performance.

10. TAXES, ASSESSMENTS AND EXPENSES

10.1 All real property taxes and assessments applicable to the Property shall be apportioned as of the date of each conveyance in accordance with local practice. Unless otherwise agreed in writing, Developer shall be responsible for costs of improvements and for any new assessments arising from construction.

11. NOTICES

All notices required or permitted hereunder shall be in writing and shall be delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested to the addresses set forth below (or to such other address as a Party may designate by written notice):

12. AMENDMENTS, WAIVER, COUNTERPARTS

12.1 This Agreement may be amended only by a written instrument signed by both Parties. No waiver of any breach shall be effective unless in writing. The failure of either Party to enforce any provision shall not constitute a waiver of future enforcement.

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

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which the Property is located, without regard to conflict of law principles.

13.2 Entire Agreement. This Agreement, together with any exhibits or schedules attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, representations and agreements.

13.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid one that effectuates the Parties' intent.

14. MISCELLANEOUS PROVISIONS

14.1 Assignment. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, except that Developer may assign to lenders or affiliates for financing purposes provided the assignee assumes Developer's obligations.

14.2 Remedies Cumulative. Except as otherwise provided, the remedies provided in this Agreement are cumulative and in addition to any other remedies available at law or in equity.

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