| name | site-selection-addendum |
| description | Drafts a Site Selection Addendum for franchise real estate transactions, establishing objective site criteria, sequential approval processes, conditions precedent, and economic adjustments that modify an existing agreement. Covers geographic parameters, physical specifications, zoning, environmental due diligence, title examination, financing contingencies, and dispute resolution. Use when supplementing franchise agreements with site approval workflows, drafting site selection riders, or adding location criteria to commercial leases. |
| tags | ["agreement","drafting","transactional"] |
Site Selection Addendum
Drafts an addendum to an existing franchise real estate agreement establishing objective site selection criteria, a sequential approval process, and binding conditions precedent.
Prerequisites
- Underlying agreement — executed copy with defined terms, party designations, execution date, prior amendments
- Party information — exact legal names, entity types, formation states, addresses matching base contract
- Business requirements — intended use, operational needs, expansion plans, demographics
- Site preferences — geographic targets, square footage range, physical specs, infrastructure needs
- Transaction context — prior correspondence, discussed criteria, deadlines, financial parameters
Quick Start
- Gather underlying agreement, party details, and site requirements.
- Draft addendum sections in order: Preamble → Recitals → Criteria → Process → Conditions → Reps → Economics → Dispute Resolution → Boilerplate.
- Mirror all defined terms and formatting from the base agreement.
- Flag approval standard (sole discretion vs. reasonableness) for client decision.
- Verify cross-references, defined term consistency, and numbering before finalizing.
Output Structure
1. Preamble & Parties
- Match party names, entity types, and addresses exactly as in underlying agreement
- Include guarantors, property managers, or affiliates if relevant
- Verify signatory authority for entity parties
2. Recitals
| Element | Content |
|---|
| Agreement reference | Full title, execution date, all parties as designated |
| Purpose | Site selection matters not addressed in base contract |
| Business context | Operational needs, market factors justifying criteria |
| Prior amendments | Reference prior amendments in sequence |
3. Site Selection Criteria
Draft objective, measurable standards:
| Category | Specifications |
|---|
| Geography | Cities, submarkets, corridors; proximity to highways, transit, customer concentrations |
| Size | Min/max square footage with variance flexibility |
| Physical | Ceiling height, column spacing, floor load, loading docks, truck court, parking ratios |
| Infrastructure | Power capacity, HVAC, telecom |
| Zoning | Permitted use alignment; as-of-right vs. CUP/variance willingness |
| Visibility/Access | ADA compliance, signage, thoroughfare visibility, co-tenancy |
4. Selection Process & Timeline
Sequential process with concrete deadlines:
- Site identification — who may propose sites (landlord/seller, tenant/buyer, or both)
- Proposal requirements — legal description, survey, preliminary title, rent/price terms, criteria compliance
- Submission deadline — [30/60] days from effective date
- Evaluation period — [X] business days to approve, reject, or request information
- Approval standard — sole discretion / reasonableness / articulated grounds
- Final selection deadline — whether time is of the essence
- Failure consequences — termination rights, extension options, liquidated damages
Include inspection provisions: access rights, scope, notice, owner presence, feasibility study cost allocation.
5. Conditions Precedent
For each: specify responsible party, expense allocation, deadline, and failure consequences.
| Condition | Key Terms |
|---|
| Environmental | Phase I ESA timeline, acceptability standards, Phase II trigger, remediation costs |
| Property condition | Systems/structural/roofing/parking inspection; acceptable standard or repair/credit |
| Survey | ALTA survey, required items, encroachment/boundary resolution |
| Title | Commitment timeline, acceptable standard, defect cure, permitted exceptions |
| Financing | Loan amount, rate parameters, commitment deadline, appraisal, failure consequences |
| Governmental | Zoning verification, special use permits, CO, building permits |
6. Representations & Warranties
Property owner represents:
- Good and marketable title (subject to permitted exceptions)
- No undisclosed material defects, code/zoning violations, or environmental violations
- Intended use permitted under current zoning
Tenant/buyer represents:
- Authority to execute; organizational approvals obtained
- Financial capacity to perform
Specify survival period and breach remedies (indemnification, termination, damages).
7. Economic Terms
- Rent/price adjustments based on selected site characteristics
- TI allowance or construction obligation variations by location
- Formula for final pricing if base agreement contemplated a range
- Security deposit / LOC / earnest money: amount, timing, forfeiture conditions, return terms
8. Governing Law & Dispute Resolution
- Governing law: align with underlying agreement unless site location dictates otherwise
- Resolution sequence: negotiation → mediation → arbitration/litigation
- If arbitration: administering org (AAA/JAMS), rules, arbitrator count, location
- Prevailing party fee-shifting; consent to jurisdiction; venue designation
- Consider jury trial waiver
9. Boilerplate & Signature
- Modification scope — identify base agreement provisions modified/supplemented/superseded
- Ratification — unmodified terms remain in full force
- Integration — base agreement + amendments = entire agreement
- Counterparts — electronic/facsimile signatures valid
- Amendment sequencing — number appropriately if multiple amendments exist
Signature blocks: entity name, "By:" line, printed name, title, "duly authorized" language, date. Add witness/notary lines if required by jurisdiction or if underlying agreement was notarized.
Guidelines
- Mirror all defined terms, formatting, and structure from the underlying agreement
- Do not introduce defined terms that conflict with the base agreement
- Flag provisions where party instructions conflict with base agreement terms
- Scope environmental representations carefully — avoid unqualified "clean site" warranties without factual basis
- Approval standard (sole discretion vs. reasonableness) is a key negotiation point — draft per client instruction or flag for decision
- If jurisdiction requires notarization or recording, confirm compliance
Troubleshooting
Conflicting defined terms: Cross-check every capitalized term against the base agreement glossary before introducing new definitions.
Unclear approval standard: Default to flagging for client decision rather than assuming sole discretion or reasonableness.
Missing environmental baseline: Do not draft unqualified environmental representations; require Phase I ESA results before committing to warranty language.
Multiple prior amendments: Verify amendment numbering sequence and confirm no superseded provisions are inadvertently revived.
