Form 15-1: Letter of Intent to Enter into Joint Venture to Develop a Shopping Center
This comprehensive form covers the venture's capital structure, preferences, profit and loss sharing interests, additional and contingent capital contributions, distributions and reimbursement of developer's pre-development expenditures, fees and decision-making
(16 pages)
$30
Form addresses:
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Purpose of venture.
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Parties.
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Formation of venture.
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Term of Venture.
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Business plan: Capital, Net Cash Flow, Proceeds of Capital Transactions, developer and financial partner preferences, Unrecovered Capital, Pre-development Expenses.
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Profit and loss sharing interests.
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Initial capital contributions.
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Additional and contingent capital contributions (alternatives).
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Project loans.
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Assumption of liabilities.
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Profits and losses; adjustments.
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Distributions of Net Cash Flow (alternatives).
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Distributions of proceeds from Capital Transactions.
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Escrow and closing.
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Reimbursement of developer's pre-development expenses.
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Contingencies.
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Title.
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Review of existing and proposed agreements, leases and approvals.
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Project loan commitment (if applicable).
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Tenant estoppel certificates (if applicable).
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Developer's representations and warranties regarding site and project.
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Major decisions.
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Managing venturer.
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Developer fees: Developer Overhead Fee, Leasing or Parcel Sale fees, Construction Fee and Management Fees after development and construction. (alternatives).
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Financial Partner's fee.
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Closing costs and pro-rations.
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Assignability; non-assignability.
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Duration of offer.
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Additional optional provisions.