Site Selection Addendum

You are tasked with drafting a comprehensive Site Selection Addendum, a critical transactional document that modifies an existing real estate agreement to address specific site selection terms and conditions. This addendum must be precise, legally sound, and tailored to protect the interests of all parties while providing clear guidance on the site selection process.

Before beginning the drafting process, conduct a thorough review of any uploaded documents related to this transaction. Search through the user's document repository to identify the underlying agreement, any prior correspondence regarding site selection, and relevant transaction documents that may inform the specific requirements and context of this addendum. Extract key information including the exact legal names of parties, entity types, addresses, the original agreement's execution date and title, any previously discussed site criteria, business requirements, operational needs, and specific terms from the base agreement that this addendum will modify or supplement. Pay particular attention to defined terms used in the original agreement, existing deadlines, financial terms, and any representations or warranties that should be referenced or incorporated.

Begin the addendum by carefully identifying all parties with their full legal names, complete entity types, and addresses exactly as they appear in the underlying agreement. Maintain absolute consistency with the party designations in the base contract to avoid any ambiguity or potential enforcement issues. Consider the transaction structure carefully to determine whether guarantors, property managers, affiliated entities, or other stakeholders should be included as parties or referenced in the document. For corporate entities, verify and include the state of formation and ensure that the signatory authority will be properly documented in the signature blocks.

Draft detailed recitals that establish both the legal and business context for this addendum. Reference the original agreement with precision, including its complete title, the exact execution date, and all parties as designated in that agreement. Articulate clearly and specifically why this addendum has become necessary, explaining that the parties wish to modify or supplement the original agreement to address site selection matters that were not fully contemplated or adequately detailed in the base contract. Incorporate relevant background facts that inform the need for specific site selection criteria, drawing from any available information about the tenant's or buyer's business requirements, operational needs, expansion plans, customer demographics, competitive positioning, or strategic considerations that have emerged or evolved since the original agreement was executed. These recitals should tell a coherent story that justifies each substantive provision that follows.

Develop comprehensive site selection criteria that provide objective, measurable standards for evaluating potential sites while maintaining sufficient flexibility to accommodate market realities. Address geographic boundaries with specificity, identifying preferred cities, neighborhoods, submarkets, or corridors, and establishing proximity requirements to critical features such as major highways, public transportation hubs, airports, customer concentrations, complementary businesses, or distribution centers. Define minimum and maximum square footage requirements with clear parameters, but consider including flexibility provisions that allow for variance within a specified range if other criteria are exceptionally well met. Specify essential physical characteristics including minimum ceiling heights, column spacing, floor load capacity, loading dock configurations with specific requirements for dock-high and grade-level doors, truck court dimensions, parking ratios for both employees and customers or clients, and any specialized infrastructure needs such as power capacity, HVAC specifications, or telecommunications capabilities. Address zoning and permitted use requirements in detail, ensuring alignment with the intended business operations and specifying whether the tenant or buyer requires as-of-right use or is willing to pursue conditional use permits or variances. Include accessibility and visibility standards, addressing ADA compliance requirements, signage opportunities, visibility from major thoroughfares, and any branding or co-tenancy considerations that may be relevant to the business model.

Establish a clear, sequential selection process with concrete deadlines that create certainty and momentum while allowing adequate time for meaningful due diligence. Describe the process flow beginning with site identification, specifying whether the landlord or seller has the exclusive right to propose sites, whether the tenant or buyer may propose sites for consideration, or whether both parties may submit proposals. Detail the information that must accompany each site proposal, such as legal descriptions, surveys, preliminary title reports, rent or purchase price terms, available square footage, and confirmation of compliance with the stated selection criteria. Specify the timeframe within which the proposing party must submit sites, such as thirty or sixty days from the effective date of this addendum. Establish the evaluation and response timeline, including the number of business days within which the other party must respond to each proposal, whether with approval, rejection, or a request for additional information. Address the approval process, clarifying whether approval may be withheld in the other party's sole discretion, whether it must be reasonable, or whether specific grounds for rejection must be articulated. Set an ultimate deadline for final site selection, making clear whether time is of the essence and what consequences flow from failure to meet this deadline, including potential termination rights, extension options, or liquidated damages. Include detailed provisions governing site inspections, specifying the right of access, the scope of permitted inspections, notice requirements, and whether the property owner must be present. Address responsibility for feasibility studies, environmental assessments, surveys, and other third-party reports, allocating both the obligation to obtain these materials and the financial responsibility for their cost.

Detail all conditions precedent and contingencies that must be satisfied before the site selection becomes binding and the parties proceed to the next phase of the transaction. Structure these conditions with precision, addressing environmental due diligence including the tenant's or buyer's right to conduct Phase I environmental site assessments within a specified timeframe, the standards that must be met for environmental acceptability, the process for addressing any recognized environmental conditions, and whether Phase II assessments or remediation may be required and at whose expense. Include property condition assessment provisions, specifying the right to conduct inspections of all building systems, structural components, roofing, parking areas, and other improvements, and establishing the standard for acceptable condition or the process for negotiating repairs or credits. Address survey requirements, including whether an ALTA survey is required, what specific items must be shown, and how boundary disputes or encroachments will be resolved. Incorporate title examination provisions, specifying the title commitment delivery timeline, the standard for acceptable title, the process for curing title defects, and which exceptions will be deemed acceptable. If financing is involved, include detailed financing contingency provisions that specify the loan amount, interest rate parameters, the deadline for loan commitment, appraisal requirements, and the consequences if financing cannot be obtained on acceptable terms. Address all necessary governmental approvals, including zoning verification or variance requirements, special use permits, certificates of occupancy, building permits for any required improvements, and any other regulatory approvals specific to the intended use. For each condition, clearly designate which party bears the responsibility and expense for satisfaction, establish specific deadlines for completion, and articulate the consequences if conditions cannot be met, including termination rights, the return or forfeiture of deposits, and any reimbursement obligations for due diligence expenses.

Incorporate comprehensive representations and warranties that allocate risk appropriately and provide a foundation for potential remedies if problems emerge. The property owner should represent and warrant that they have good and marketable title to the proposed site or will deliver such title at closing, subject only to permitted exceptions to be identified in the title commitment. Include representations that the property is free from material physical defects known to the owner that have not been disclosed in writing to the other party, that there are no existing violations of building codes, zoning ordinances, or other governmental regulations affecting the property except as disclosed, and that all building systems are in working order or that specific deficiencies have been disclosed. Address environmental representations, including that the owner has no knowledge of any hazardous materials on the property except as disclosed, that the property has not been used for any purpose that would typically involve hazardous materials except as disclosed, and that the owner has received no notice of any environmental violations or investigations. Include representations regarding compliance with zoning and land use regulations, confirming that the current use is legally conforming and that the intended use by the tenant or buyer is permitted under applicable zoning. The tenant or buyer should represent their authority to enter into this addendum, that all necessary corporate or organizational approvals have been obtained, and that they have the financial capacity to perform their obligations under the modified agreement. Specify the survival period for these representations, addressing whether they survive closing or lease commencement and for what duration, and clearly articulate the remedies available for breaches, including indemnification obligations, the right to terminate, or claims for damages.

Address the economic terms that may be affected by site selection, including any adjustments to rent or purchase price based on the specific site selected, tenant improvement allowances or construction obligations that may vary by location, and the allocation of costs for site-specific improvements or modifications. If the underlying agreement contemplated a range of possible economic terms depending on site characteristics, incorporate the specific formula or methodology for determining final pricing. Include provisions addressing the letter of credit, security deposit, or earnest money, specifying the amount, the timing of delivery, the conditions under which it may be drawn or forfeited, and the circumstances under which it will be returned.

Specify the governing law provision with precision, identifying the state whose substantive laws will govern the interpretation, validity, and enforcement of this addendum. This should typically align with the governing law provision in the underlying agreement unless the parties have compelling reasons to select different governing law, such as the location of the selected site or the principal place of business of a party. Include a comprehensive dispute resolution provision that addresses the parties' preferred mechanism for resolving conflicts, whether through litigation, mediation, arbitration, or a sequential process beginning with negotiation and escalating through mediation to arbitration or litigation. If the parties select arbitration, specify the administering organization such as the American Arbitration Association or JAMS, the applicable rules such as the Commercial Arbitration Rules, the number of arbitrators, the location where arbitration will be conducted, and whether the arbitrator's authority is limited in any way. Address the allocation of costs and attorneys' fees, specifying whether the prevailing party is entitled to recover these expenses. Include a consent to jurisdiction provision if litigation is contemplated, designating the specific courts where actions may be brought and whether the parties waive any objection to venue or personal jurisdiction. Consider whether the parties wish to include a jury trial waiver, which is common in commercial real estate transactions.

Conclude with properly formatted signature blocks that reflect the legal status and authority of each signatory. For individual signatories, include a line for signature, printed name, and date. For entity signatories, structure the signature block to show the entity name, followed by "By:" with a signature line, then lines for the printed name and title of the person signing, and finally the date. Include language confirming that the signatory is "duly authorized" to execute the addendum on behalf of the entity. If the transaction or jurisdiction requires witnesses, include appropriate witness signature lines with spaces for printed names and addresses. If notarization is required, either because the underlying agreement was notarized or because the addendum may need to be recorded, include proper acknowledgment language that complies with the requirements of the relevant jurisdiction, with space for the notary's signature, seal, commission expiration date, and any other required notarial information.

Throughout the drafting process, maintain absolute internal consistency with the underlying agreement by using identical defined terms, adopting the same formatting conventions, mirroring structural approaches, and ensuring stylistic alignment. Include an explicit statement identifying which specific provisions of the original agreement this addendum modifies, supplements, or supersedes, using section references or descriptive language that leaves no ambiguity about the scope of modification. Incorporate a confirmation provision stating that except as expressly modified by this addendum, all other terms, conditions, and provisions of the original agreement remain in full force and effect and are ratified and confirmed by the parties. If this is one of multiple amendments to the base agreement, number or letter this addendum appropriately in sequence and ensure that it does not conflict with any prior amendments. Include integration language stating that the original agreement as modified by this addendum and any other amendments constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior negotiations, understandings, and agreements, whether written or oral. Add a provision addressing the execution of this addendum in counterparts, allowing the parties to sign separate copies that together constitute one instrument, and confirming that electronic or facsimile signatures have the same legal effect as original signatures.

Before finalizing the document, verify that all cross-references are accurate, that defined terms are used consistently, that the numbering or lettering scheme is logical and complete, and that the document reads coherently from beginning to end. Ensure that the addendum is professionally formatted with appropriate headings, white space, and visual organization that enhances readability and comprehension. The final product should be a sophisticated, enforceable legal document that clearly modifies the underlying agreement to address site selection in a manner that protects all parties' interests while providing a clear roadmap for completing this critical phase of the transaction.