REAL ESTATE SYNDICATION AGREEMENT

REAL ESTATE SYNDICATION AGREEMENT

This Real Estate Syndication Agreement (“Agreement”) is entered into on [Date], by and between:

[Your Name or Company Name] (hereinafter referred to as the “Company”), located at [Your Address], [City], [State], [Zip Code], and

[Investor Names] (hereinafter collectively referred to as “Investors”), with addresses as listed in Exhibit A.

RECITALS:

WHEREAS, the Company, a duly registered and organized entity under the laws of the State of Florida, has expertise in real estate acquisition, development, and management;

WHEREAS, the Company has identified a valuable real property for development, known as [Property Name], situated at [Property Address], [City], [State] [Zip Code], hereinafter referred to as the “Property”;

WHEREAS, the Company has undertaken due diligence and financial feasibility studies confirming the viability of acquiring and developing the Property for [Brief Description of Project], hereinafter referred to as the “Project”;

WHEREAS, the Company seeks to secure funding for the Project through collaboration with qualified investors, collectively referred to as the “Investors”;

WHEREAS, the Investors are individuals/entities interested in contributing financial resources to the Project in exchange for ownership interests and potential returns;

WHEREAS, the Company intends to structure the investment arrangement through a syndication model, wherein ownership shares in the Project will be allocated to Investors based on their respective contributions;

WHEREAS, the Parties recognize the importance of defining their rights, responsibilities, and obligations within a formal agreement that governs the terms of their collaboration;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Parties hereby agree as follows:

Agreement Terms:

  1. Term of Agreement
    • Initial Term: The initial term of this Agreement shall commence on [Effective Date] and continue for a period of [Number] months from the said Effective Date (the “Initial Term”).
    • Extension: Upon the conclusion of the Initial Term, this Agreement may be extended for successive periods of [Number] months each, subject to mutual written consent by the Company and approval by a majority (defined as more than fifty percent) of the Investors (the “Extension Periods”).
    • Extension Process: In the event that either party wishes to propose an extension of the Agreement, a written notice containing the terms and rationale for the extension shall be provided to all Investors at least [Number] days prior to the expiration of the then-current term. The Investors shall then have [Number] days to review and respond to the extension proposal. A majority vote of the Investors received within the specified time frame shall be required to approve any extension.
    • Termination upon Expiry: Should the Agreement not be extended at the end of the Initial Term or any Extension Period, it shall automatically terminate upon the expiry of the respective term, subject to the completion of ongoing obligations and any provisions for wind-down and distribution of assets as outlined in this Agreement.
  2. Dispute Resolution
    • Mediation and Arbitration: Any disputes, controversies, or claims arising out of or in connection with this Agreement, including its formation, interpretation, breach, termination, or validity, shall be resolved in the following manner:
      • Mediation: In the event of a dispute, the Parties shall first attempt to resolve the matter amicably through mediation. Mediation proceedings shall be conducted in accordance with the laws of the State of Florida. The mediator shall be jointly selected by the Parties or, in the absence of an agreement, appointed by a court of competent jurisdiction. The mediation shall be non-binding, and any resolution shall only become binding upon execution of a written settlement agreement by the Parties.
      • Binding Arbitration: If mediation does not result in a resolution within [Number] days from the initiation of mediation, the dispute shall be submitted to binding arbitration. The arbitration proceedings shall be conducted in accordance with the rules of [Arbitration Institution], as in effect at the time of the dispute, and held in the State of Florida.
      • Arbitration Panel: The arbitration panel shall consist of [Number] arbitrators, one selected by the Company, one selected by the Investors, and a third selected by the two appointed arbitrators. The arbitrators shall have experience in real estate matters and shall be impartial and independent.
      • Award: The arbitrators shall render a written award and decision, which shall be final and binding on the Parties. Judgment upon the arbitration award may be entered in any court of competent jurisdiction.
      • Costs: The costs of mediation and arbitration, including the fees of the mediator and arbitrators, shall be borne equally by the Parties unless otherwise determined by the arbitration panel.
      • Equitable Relief: Notwithstanding the foregoing, either Party may seek interim or preliminary equitable relief from a court of competent jurisdiction to prevent irreparable harm, maintain the status quo, or preserve the subject matter of the dispute.
  1. Termination
    • This Agreement shall terminate upon the completion and sale of the Project or as otherwise agreed upon by the Company and the Investors.
  2. Investment and Allocations:
    • Investor Contributions: The Investors shall make financial contributions to the Company, in cash or other agreed-upon forms, as determined by the Parties, for the purpose of funding the acquisition, development, and operation of the Project.
    • Ownership Shares: In consideration of their respective contributions, the Company shall allocate ownership shares to each Investor, representing their proportionate interest in the Project. The allocation of ownership shares shall be detailed in Exhibit B, attached hereto and incorporated by reference.
    • Changes to Ownership Shares: Any changes or adjustments to the ownership shares of the Investors shall require the mutual written consent of the Company and a majority of the affected Investors, except as otherwise provided in this Agreement.
    • Fixed Interest Rate: The Company may propose a fixed interest rate applicable to the funds contributed by the Investors. This interest rate shall be detailed in Exhibit C, attached hereto and incorporated by reference. The proposed interest rate shall apply to the contributions made by the Investors and shall be subject to any terms and conditions specified in Exhibit C.
    • Payment of Returns: Any returns, profits, distributions, or other benefits generated by the Project, including but not limited to rental income, sale proceeds, or refinancing proceeds, shall be distributed to the Investors in accordance with their ownership shares and any applicable terms set forth in this Agreement.
    • Tax Considerations: The Parties acknowledge and agree that tax considerations, including but not limited to tax reporting, withholding, and treatment of returns, shall be addressed as set forth in a separate tax matters agreement to be executed between the Company and the Investors
  3. Obligations:
    • Company’s Obligations:
      • Property Acquisition: The Company shall diligently identify and assess suitable properties for the Project and undertake all necessary actions to acquire the Property, including negotiating purchase agreements, conducting due diligence, and securing necessary financing.
      • Development Planning: The Company shall develop a comprehensive development plan, including obtaining all required permits, approvals, and entitlements from relevant governmental authorities, and shall ensure compliance with all applicable laws, regulations, and zoning requirements.
      • Project Design and Construction: The Company shall oversee the design and construction of the Project, engage and manage contractors, architects, engineers, and other professionals as required, and ensure that the Project is developed in accordance with industry best practices and approved plans.
      • Project Management: The Company shall actively manage all aspects of the development, including budgeting, scheduling, quality control, and risk management. The Company shall provide regular updates and reports to the Investors on the progress of the Project.
      • Completion and Delivery: The Company shall ensure the timely and satisfactory completion of the Project, including obtaining certificates of occupancy, conducting final inspections, and addressing any deficiencies or punch list items.
    • Investors’ Obligations:
      • Financial Contributions: The Investors’ obligations under this Agreement shall be limited to making financial contributions as specified in Section 4 (Investment and Allocations) above. The Investors shall make such contributions in a timely manner and in accordance with the terms outlined in this Agreement.
      • Information and Cooperation: The Investors shall promptly provide any information and documents reasonably requested by the Company to facilitate the successful development of the Project. The Investors shall also cooperate with the Company’s reasonable requests related to administrative matters, reporting, and compliance.
      • Non-Interference: The Investors shall not interfere with the day-to-day management, decisions, and operations of the Project, and shall refrain from taking any actions that could disrupt or hinder the development process.
      • Due Diligence: The Investors shall conduct their own due diligence and seek independent advice as necessary regarding their investment in the Project. The Investors acknowledge that the Company has made no guarantees or warranties regarding the financial performance or outcomes of the Project
  1. Indemnity:
    • Indemnification by the Company:
      • General Indemnity: The Company shall indemnify, defend, and hold harmless the Investors, their officers, directors, agents, and representatives (collectively, the “Investor Indemnified Parties”) from and against any and all claims, demands, liabilities, losses, damages, judgments, penalties, fines, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or in connection with the development, ownership, operation, management, or disposition of the Project, except to the extent caused by the willful misconduct or gross negligence of the Investor Indemnified Parties.
      • Third-Party Claims: The Company’s indemnification obligations under this Section 6.1 shall apply to third-party claims brought against the Investor Indemnified Parties, provided that the Investor Indemnified Parties promptly notify the Company in writing of any such claim and cooperate with the Company in the defense or settlement thereof.
    • Indemnification by the Investors:
      • General Indemnity: Each Investor shall indemnify, defend, and hold harmless the Company, its officers, directors, affiliates, agents, and representatives (collectively, the “Company Indemnified Parties”) from and against any and all claims, demands, liabilities, losses, damages, judgments, penalties, fines, costs, and expenses (including reasonable attorneys’ fees and court costs) arising from their willful misconduct or gross negligence related to the Project.
      • Third-Party Claims: The Investors’ indemnification obligations under this Section 6.2 shall apply to third-party claims brought against the Company Indemnified Parties, provided that the Company Indemnified Parties promptly notify the respective Investor in writing of any such claim and cooperate with the Investor in the defense or settlement thereof.
      • Mitigation: The Parties shall take all reasonable steps to mitigate any losses, claims, liabilities, or expenses for which indemnification is sought under this Agreement.
      • Survival: The provisions of this Indemnity clause shall survive the termination or expiration of this Agreement for a period of [Number] years.
  1. Governing Law:
    • Governing Law: This Agreement and any disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles.
    • Venue: Any legal action, suit, or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located within the State of Florida. The Parties hereby consent to the personal jurisdiction of such courts and waive any objection to venue in such courts on the grounds of forum non-conveniens or otherwise.
    • Waiver of Jury Trial: To the extent permitted by applicable law, the Parties hereby waive any right to trial by jury in any action, suit, or proceeding arising out of or relating to this Agreement.
  2. Entire Agreement:
    • Entire Agreement: This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, representations, and negotiations, whether oral or written.
    • Modifications: This Agreement may only be modified, amended, or supplemented in writing and signed by both Parties. No course of conduct, course of dealing, or trade usage shall modify or alter the terms of this Agreement.
    • No Waiver: The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that Party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
    • Severability: If any provision of this Agreement is determined to be invalid, illegal, or unenforceable under any applicable law, the remaining provisions of this Agreement shall remain in full force and effect.
    • Counterparts: 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.
    • Electronic Signatures: The Parties agree that electronic signatures or signatures transmitted by facsimile or email shall be deemed original signatures for purposes of this Agreement.
  3. Execution:
    • Counterparts: This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Facsimile, scanned, or electronic signatures shall have the same legal effect as original signatures.
    • Delivery: Signatures to this Agreement transmitted by facsimile, scanned, or electronic means shall be deemed to have the same binding legal effect as if executed in original ink and delivered.
    • Effectiveness: This Agreement shall become effective as of the date first above written when signed by all Parties, whether in original, facsimile, scanned, or electronic form.

[Your Name or Company Name]

By: ___________________________

Name: [Your Name]
Title: [Your Title]

Date: [Date]

 

Investor Names (Listed in Exhibit A)

By: ___________________________
Name: [Investor Name]
Date: [Date]

 

 

 

 

Exhibit A: List of Investor Names and Addresses

[Provide a list of all Investors’ names and addresses]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit B: Allocation of Ownership Shares

[Provide details of how ownership shares will be allocated among the Investors]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit C: Proposed Interest Rate

[Specify the proposed interest rate for the Investors’ contributions]

 

At Legal writing experts, we would be happy to assist in preparing any legal document you need. We are international lawyers and attorneys with significant experience in legal drafting, Commercial-Corporate practice and consulting. In the last few years, we have successfully undertaken similar assignments for clients from different jurisdictions. If given this opportunity, The LegalPen will be able to prepare the legal document within the shortest time possible. You can send us your quick enquiry ( here )