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Appendix B-1: Long-Form Letter of Intent to Enter into Site Ground Lease

Similar to Form 4-1, long-form fee purchase of shopping center site, but provides for ground leasing of shopping center site for development


(18 pages)


Major deal points in this comprehensive ground lease proposal includes:

  • Parties.

  • Consideration (attached exhibit of outlining ground lease rental terms).

  • Site.

  • Adjacent property escrow (optional).

  • Title search and document delivery to tenant.

  • Contingencies (title, feasibility, major tenant commitments, entitlements, soils tests, hazardous materials investigation and twelve additional optional contingencies).

  • Contingency approval periods.

  • Entitlements.

  • Tenant's reasonable due diligence.

  • Escrow; escrow fees and closing costs.

  • Escrow extensions.

  • Tenant's termination right.

  • Landlord's termination right.

  • Hazardous materials (alternative clauses allocating costs between landlord and tenant).

  • Entry.

  • Marketing signs.

  • Assignment.

  • Condemnation prior to closing.

  • Title.

  • Brokerage commissions.

  • Tenant's default: liquidated damages (landlord's exclusive remedy is to retain amounts theretofore paid to escrow holder or released to landlord).

  • Non-binding.

  • Time limit of proposal.

  • Confidentiality and good faith.

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