CONTRACT
FOR PURCHASE AND SALE
This is a legally binding contract when
signed by both parties. Consult a professional before signing if not fully
understood!
PARTIES: _________________________________________________,
as "Seller" of _______________________________, Phone:
_______________________________ and_________________________________ as
"Buyer" of ______________________________, Phone: _________________,
hereby agree that the Seller shall sell and Buyer shall buy the
I. DESCRIPTION:
a) Legal description of real estate
("Property") located in _______________ County, _________State.
b) Street address, if any, of the Property
being conveyed is:
c) Personal property including all buildings
and improvements on the property and all right, title and interest of Seller in
and to adjacent streets, roads, alleys and rights-of-way, and:
d) TITLE INSURANCE COMPANY: First American Title Company
II. PURCHASE PRICE to be paid by buyer for
the above described property as follows;
PAYMENT:
a) Cash Deposit(s) to be held in escrow by
_____________________________ in the amount of $____________ and promissory
note to be held in same escrow as additional earnest to show Buyer's intent in
the amount of $____________
b) Subject to assumption of Mortgage in favor
of __________________ bearing interest at _______% per annum and payable as to
principal and interest $___________ per month, having an approximate present
principal balance of $______________, with _____ months left till end of terms.
c) Purchase money mortgage and note bearing
interest at ______% on terms set forth herein below, in the principal amount of
$____________, with payments of ____________ per month for _____ months.
d) Other:
______________________________________ $____________
e) Other sum due seller at closing subject to
adjustments and prorations $____________
TOTAL PURCHASE PRICE $____________
f) All funds held in escrow shall be placed
in an interest bearing account at the direction of Buyer, with interest
accruing to the benefit of Buyer and either applied toward the purchase price
at closing or returned to Buyer in the event and for any reason the transaction
does not close.
g) Apportionment of Purchase Price and Deed;
Land $__________ Main Structure $__________ Other $_________
III. FINANCING: If the purchase price or any
part thereof is to be financed by a third party loan, this Contract for Sale
and Purchase ("Contract"), is conditioned upon the Buyer obtaining a
firm commitment for said loan within _____ days from the date hereof, at an
interest rate not to exceed _____ percent (____%); of ____ years; and in the
principal amount of $_______ ______. Buyer agrees to make application for, and
to use reasonable diligence to obtain said loan. Should Buyer fail to obtain
same or to waive Buyer's rights hereunder within said time, ___ Buyer may
cancel Contract. ____Contract will continue under terms set forth on Addendum.
IV. TITLE EVIDENCE: Within twenty (20) days
from the date of Contract, Seller shall, at his expense, deliver to Buyer or
his attorney, in accordance with Paragraph XI, a title insurance commitment
with fee owner's title policy premium to be paid by Seller at closing.
V. TIME FOR ACCEPTANCE AND EFFECTIVE DATE: If
this offer is not executed by both of the parties hereto on or before
_________, the aforesaid deposit(s) shall be, at the option of the Buyer,
returned to him and this offer shall thereafter be null and void. The date of
Contract ("Effective Date") shall be the date when the last one of
the Seller and Buyer has signed this offer.
VI. CLOSING DATE: This transaction shall be
closed and the deed and other closing papers delivered on the ____ day of
___________, 20__, unless extended by other provisions of Contract, or by
written agreement of the Parties.
VII. RESTRICTIONS, EASEMENTS, LIMITATIONS:
The Buyer shall take title subject only to: Zoning, restrictions, prohibitions
and other requirements imposed by governmental authority; Restrictions and
matters appearing on the plat or otherwise common to the subdivision; Public
utility easements of record; Taxes for year of closing and subsequent years,
assumed mortgages and purchase money mortgages, if any; other:
___________________________________ provided, however, that none of the
foregoing shall prevent use of the property for the purpose of
__________________.
VIII. OCCUPANCY: Seller represents that there
are no parties in occupancy other than Seller, but if Property is intended to
be rented or occupied beyond closing, the fact and terms thereof shall be
stated herein, and the tenant(s) shall be disclosed pursuant to Paragraph XVII.
Seller agrees to deliver occupancy of Property at time of closing unless
otherwise specified below.
IX. ASSIGNABILITY: Buyer may assign this
Contract.
X. TYPEWRITTEN OR HANDWRITTEN PROVISIONS:
Typewritten or handwritten provisions inserted herein or attached hereto as
Addenda shall control all printed provisions in conflict therewith.
XI. EVIDENCE OF TITLE: Within twenty (20)
days from the date hereof, Seller, at Seller's sole cost and expense, shall
cause a title insurance company mutually acceptable to the Parties ("Title
Company") to issue and deliver to Buyer an ALTA Form B title commitment
("Title Commitment") accompanied by one copy of all documents
affecting the Property, and which constitute exceptions to the Title
Commitment. Buyer shall give Seller written notice on or before twenty (20)
days from the date of receipt of the Title Commitment, if the condition of
title as set forth in such Title Commitment and survey is not satisfactory in
Buyer's sole discretion. In the event that the condition of title is not
acceptable, Buyer shall state which exceptions to the Title Commitment are
unacceptable. Seller shall, at its sole cost and expense promptly undertake and
use its best efforts to eliminate or modify all unacceptable matters to the
reasonable satisfaction of Buyer. In the event Seller is unable with the
exercise of due diligence to satisfy said objections within thirty (30) days
after said notice, Buyer may, at its option: (i) extend the time period for
Seller to satisfy said objections, (ii) accept title subject to the objections
raised by Buyer, without an adjustment in the purchase price, in which event
said objections shall be deemed to be waived for all purposes, or (iii) rescind
this Agreement, whereupon the deposit described herein shall be returned to
Buyer and this Agreement shall be of no further force and effect.
XII. EXISTING MORTGAGES TO BE ASSUMED: Seller
shall furnish to Buyer within twenty (20) days from execution hereof a
statement from all mortgagee(s) setting forth principal balance, method of
payment, interest rate and whether the mortgage(s) is in good standing. If a
mortgage requires approval of the Buyer by the mortgagee in order to avoid
default, or for assumption by the Buyer of said mortgage, and:
a) the mortgagee does not approve the Buyer,
the Buyer may rescind the contract, or
b) the mortgagee requires an increase in the
interest rate or charges a fee for any reason in excess of $500.00, the Buyer
may rescind the Contract unless Seller elects to pay such increase or excess. Seller
and Buyer each shall pay 50% of any such fee. Buyer shall use reasonable
diligence to obtain approval. The amount of any escrow deposits held by
mortgagee shall be credited to Seller.
XIII. PURCHASE MONEY MORTGAGES: The purchase
money note and mortgage, if any, shall provide for a thirty (30) day grace
period in the event of default if it is a first mortgage and a 15 day grace
period in the event of default if a second mortgage; shall provide for right of
prepayment in whole or in part without penalty; shall be assumable and shall
not provide for acceleration or interest adjustment in event of resale of the
Property. Said mortgage shall require the owner of the encumbered Property to
keep all prior liens and encumbrances in good standing.
XIV. CURRENT SURVEY: Within fifteen (15) days
from the date hereof, Seller, at Seller's sole cost and expense, shall furnish
a current survey of the Property prepared and certified by a duly registered
Land Surveyor. The survey as to the Property shall:
a) Set forth an accurate legal description;
and
b) Locate all existing easements and
rights-of-way (setting forth the book and page number of the recorded
instruments creating the same), alleys, streets, and
c) Show any encroachments; and
d) Show all existing improvements (such as
buildings, power lines, fences, etc.); and
e) Show all dedicated public streets provided
access and whether such access is paved to the property line; and
f) Show the location of any easements
necessary for the furnishing of off-site improvements; and
g) Be certified to the Seller, the Buyer, the
Title Company and any lender that may be involved in the transaction.
In the event the survey or the
recertification thereof shows any encroachments of any improvements upon, from,
or onto the Property, or on or between any building set-back line, a property
line, or any easement, except those acceptable to Buyer, in Buyer's sole
discretion, said encroachment shall be treated in the same manner as a title
defect under the procedure set forth of notice thereof with
XV. TERMITES: The Buyer, within time allowed
for delivery of evidence of title and examination thereof, or no later than ten
(10) days prior to closing, whichever date occurs last, may have the
improvements inspected at ___Buyer's ___Saler's expense by a certified pest
control operator to determine whether there is any visible active termite
infestation or visible existing damage from termite infestation in the
improvements. If Buyer is informed of either or both of the foregoing, Buyer
will have ten (10) days from date of notice thereof within which to have all
damages, whether visible or not, inspected and estimated by a licensed building
or general contractor. Seller shall pay valid costs for treatment and repair of
all damage up to 1 1/2% of Purchase Price. Should such costs exceed that
amount, Buyer shall have the option of canceling contract within five (5) days
after receipt of contractor's repair estimate by giving written notice to
Seller, or Buyer may elect to proceed with the transaction, in which event
Buyer shall receive a credit at closing of an amount equal to 1 1/2% of said
Purchase Price. "Termites" shall be deemed to include all wood
destroying organisms.
XVI. INGRESS AND EGRESS: Seller warrants that
there is ingress and egress to the Property sufficient for the intended use as
described in Paragraph VII hereof the title to which is in accordance with
Paragraph XI above.
XVII. LEASES: Seller shall, not less than
fifteen (15) days prior to closing, furnish to Buyer copies of all written
leases and estoppel letters from each tenant (if any) specifying the nature and
duration of said tenant's occupancy, rental rates and advanced rent and
security deposits paid by tenant. In the event Seller is unable to obtain such
letter from each tenant, the same information shall be furnished by Seller to
Buyer within said time period in the form of a Seller's affidavit, and Buyer
may thereafter contact tenants to confirm such information. Seller shall
deliver and assign all original leases to Buyer at closing.
XVIII. LIENS: Seller shall, both as to the
Property and personalty being sold hereunder, furnish to Buyer at time of
closing an affidavit attesting to the absence, unless otherwise provided for
herein, of any financing statements, claims of lien or potential lienors known
to Seller and further attesting that there have been no improvements to the
Property for ninety (90) days immediately preceding date of closing. If the
property has been improved within said time, Seller shall deliver releases or
waivers of all mechanic's liens, executed by general contractors,
subcontractors, suppliers, and material men, in addition to Seller's lien
affidavit setting forth the names of all such general contractors,
subcontractors, suppliers and material men and further reciting that, in fact,
all bills for work to the Property which could serve as a basis for a
mechanic's lien have been paid or will be paid at closing.
XIX. PLACE OF CLOSING: Closing shall be held
in the county wherein the Property is located, at the office of the attorney or
other closing agent designated by Buyer; provided, however, that if a portion
of the purchase price is to be derived from an institutional mortgagee, the
requirements of said mortgagee as to time of day, place and procedures for
closing, and for disbursement of mortgage process, shall control, anything in
this contract to the contrary notwithstanding.
XX. TIME: Time is of the essence of this
Contract. Any reference herein to time periods of less than six (6) days shall
in the computation thereof, exclude Saturdays, Sundays and legal holidays, and
any time period provided for herein which shall end on a Saturday, Sunday or
legal holiday shall extend to 5:00 p.m. of the next business day.
XXI. DOCUMENTS FOR CLOSING: Seller shall
furnish deed, closing statement, mechanic's lien affidavit, assignments of
leases, and any corrective instruments that may be required in connection with
perfecting the title. Buyer shall furnish mortgage, mortgage note, security
agreement, and financing statement.
XXII.EXPENSES: State documentary stamps which
are required to be affixed to the instrument of conveyance, intangible tax on
and recording of purchase money mortgage to Seller, and cost of recording any
corrective instruments shall be paid by Seller. Documentary stamps to be
affixed to the note or notes secured by the purchase money mortgage, cost of
recording the deed and financing statements shall be paid by Buyer.
XXIII. PRORATION OF TAXES: Taxes for the year
of the closing shall be prorated to the date of closing. If the closing shall
occur before the tax rate is fixed for the then current year, the apportionment
of taxes shall be upon the basis of the tax rate of the preceding year applied
to the latest assessed valuation. Subsequent to the closing, when the tax rate
is fixed for the year in which the closing occurs, Seller and Buyer agree to
adjust the proration of taxes and, if necessary, to refund or pay, as the case
may be, an amount necessary to effect such adjustments. This provision shall
survive closing.
XXIV. PERSONAL PROPERTY INSPECTION, REPAIR:
Seller warrants that all major appliances, heating, cooling, electrical,
plumbing systems, and machinery are in working condition as of six (6) days
prior to closing. Buyer may, at his expense, have inspections made of said
items by licensed persons dealing in the repair and maintenance thereof, and
shall report in writing to Seller such items as found not in working condition
prior to taking of possession thereof, or six (6) days prior to closing,
whichever is first. Unless Buyer reports failures within said period, he shall
be deemed to have waived Seller's warranty as to failures not reported. Valid
reported failures shall be corrected at Seller's cost with funds therefore escrowed
at closing. Seller agrees to provide access for inspection upon reasonable
notice.
XXV. RISK OF LOSS: If the improvements are
damaged by fire or other casualty prior to closing, and the costs of restoring
same does not exceed 3% of the assessed valuation of the improvements so
damaged, cost of restoration shall be an obligation of the Seller and closing
shall proceed pursuant to the terms of Contract with costs therefor escrowed at
closing. In the event the cost of repair or restoration exceeds 3% of the
assessed valuation of the improvements so damaged, Buyer shall have the option
of either taking the Property as is, together with either the said 3% or any
insurance proceeds payable by virtue of such loss or damage, or of canceling
the Contract and receiving return of deposit(s) made hereunder.
XXVI. MAINTENANCE: Notwithstanding the
provisions of Paragraph XXIV, between Effective Date and Closing Date, all
personal property on the premises and real property, including lawn, shrubbery
and pool, if any, shall be maintained by Seller in the condition they existed
as of Effective Date, ordinary wear and tear excepted, and Buyer or Buyer's
designee will be permitted access for inspection prior to closing in order to
confirm compliance with this standard.
XXVII. PROCEEDS OF SALE AND CLOSING
PROCEDURE: The deed shall be recorded upon clearance of funds and evidence of
title continued at Buyer's expense, to show title in Buyer, without any
encumbrances or change which would render Seller's title unmarketable from the
date of the last evidence, and the cash proceeds of sale shall be held in
escrow by Seller's attorney or by such other escrow agent as may be mutually
agreed upon for a period of not longer than five (5) days from and after
closing date. If Seller's title is rendered unmarketable, Buyer shall within
said five (5) day period, notify Seller in writing of the defect and Seller
shall have thirty (30) days from date of receipt of such notification to cure
said defect. In the event Seller fails to timely cure said defect, all monies
paid hereunder shall, upon written demand
therefor and within five (5) days thereafter, be returned to Buyer and,
simultaneously with such repayment, Buyer shall vacate the Property and
reconvey same to the Seller by special warranty deed. In the event Buyer fails
to make timely demand for refund, he shall take title as is, waiving all rights
against Seller as to such intervening defect except as may be available to
Buyer by virtue of warranties, if any, contained in deed.
XXVIII. ESCROW: Any escrow agent receiving
funds is authorized and agrees by acceptance thereof to promptly deposit and to
hold same in escrow and to disburse same subject to clearance thereof in
accordance with terms and conditions of Contract. Failure of clearance of funds
shall not excuse performance by the Buyer.
XXIX. ATTORNEY FEES AND COSTS: In connection
with any litigation including appellate proceedings arising out of this
Contract, the prevailing party shall be entitled to recover reasonable attorney's
fees and costs.
XXX. (a) DEFAULT BY SELLER: In the event that
Seller should fail to consummate the transaction contemplated herein for any
reason, except Buyer's default; (i) Buyer may enforce specific performance of
this Agreement in a court of competent jurisdiction and in such action shall
have the right to recover damages suffered by Buyer by reason of the delay in
the acquisition of the Property, or (ii) may bring suit for damages for breach
of this Agreement, in which event, the deposit made hereunder shall be
forthwith returned to Buyer, or (iii) declare a default, demand and receive the
return of the deposit. All rights, powers, options or remedies afforded to
Buyer either hereunder or by law shall be cumulative and not alternative and
the exercise of one right, power, option or remedy shall not bar other rights,
powers, options or remedies allowed herein or by law.
XXX. (b) DEFAULT BY BUYER: In the event Buyer
should fail to consummate the transaction contemplated herein for any reason,
except default by Seller or the failure of Seller to satisfy any of the
conditions to Buyer's obligations, as set forth herein, Seller shall be
entitled to retain the earnest money deposit, such sum being agreed upon as
liquidated damages for the failure of Buyer to perform the duties and
obligations imposed upon it by the terms and provisions of this Agreement and
because of the difficulty, inconvenience and uncertainty of ascertaining actual
damages, and no other damages, rights or remedies shall in any case be
collectible, enforceable or available to Seller other than as provided in this
Section, and Seller agrees to accept and take said deposit as Seller's total
damages and relief hereunder in such event.
XXXI. MEMORANDUM OF CONTRACT RECORDABLE,
PERSONS BOUND AND NOTICE: Upon the expiration of the inspection period
described in paragraph XXXVI, if Buyer has elected to proceed with purchase of
the property, the parties shall cause to be recorded, at Buyer's option and
expense, in the public records of the county in which the property is located,
an executed Memorandum of Contract as attached hereto. This Contract shall bind
and inure to the benefit of the Parties hereto and their successors in
interest. Whenever the context permits, singular shall include plural and one
gender shall include all. Notice given by or to the attorney for either party
shall be as effective as if given by or to said party.
XXXII. PRORATIONS AND INSURANCE: Taxes,
assessments, rent, interest, insurance and other expenses and revenue of the
Property shall be prorated as of date of closing. Buyer shall have the option
of taking over any existing policies of insurance on the Property, if
assumable, in which event premiums shall be prorated. The cash at closing shall
be increased or decreased as may be required by said prorations. All references
in Contract to prorations as of date of closing will be deemed "date of
occupancy" if occupancy occurs prior to closing, unless otherwise provided
for herein.
XXXIII. CONVEYANCE: Seller shall convey title
to the Property by statutory warranty deed subject only to matters contained in
Paragraph VII hereof and those otherwise accepted by Buyer. Personal property
shall, at the request of Buyer, be conveyed by an absolute bill of sale with
warranty of title, subject to such liens as may be otherwise provided for
herein.
XXXIV. UTILITIES: Seller shall, at no expense
to Seller, actively work with Buyer to assist Buyer in obtaining electricity,
water, sewage, storm drainage, and other utility services for development of
the Property.
a) Seller will transfer all utility deposits
where possible to Buyer upon closing? ___Yes ___No
XXXV. ENGINEERING PLANS AND STUDIES: Upon the
execution hereof, Seller shall furnish to Buyer all engineering plans,
drawings, surveys, artist's renderings and economic and financial studies which
Seller has, if any, relating to the Property, and all such information may be
used by Buyer in such manner as it desires; provided that in the event Buyer
fails to purchase the Property for any reason other than Seller's default, all
such information shall be returned to Seller together with any information that
Purchaser may have compiled with respect to the Property.
XXXVI. INSPECTION OF PROPERTY: Buyer shall
have sixty (60) days from the date hereof to determine the elevation, grade,
and topography of the Property and to conduct engineering and soil boring tests
as the Buyer deems necessary in order to determine the usability of the
Property. Buyer may in its sole and absolute discretion, give notice of
termination of this Agreement at any time prior to the expiration of the sixty
(60) day inspection period, and upon such termination, all deposits held in
escrow shall be returned to Buyer.
XXXVII. PENDING LITIGATION: Seller warrants
and represents that there are no legal actions, suits or other legal or
administrative proceedings, including cases, pending or threatened or similar
proceedings affecting the Property or any portion thereof, nor has Seller
knowledge that any such action is presently contemplated which might or does
affect the conveyance contemplated hereunder.
XXXVIII. SURVIVAL OF REPRESENTATIONS AND
WARRANTIES: The representations and warranties set forth in this Contract shall
be continuing and shall be true and correct on and as of the closing date with
the same force and effect as if made at that time, and all of such
representations and warranties shall survive the closing and shall not be
affected by any investigation, verification or approval by any party hereto or
by anyone on behalf of any party hereto.
XXXIX. ACQUIRING APPROVALS: The obligation of
Buyer to close is conditioned upon Buyer's having acquired all the necessary
approvals and permits to use the property for___________________.
XL. OTHER AGREEMENTS: No prior or present
agreements or representations shall be binding upon any of the Parties hereto
unless incorporated in this Contract. No modification or change in this
Contract shall be valid or binding upon the Parties unless in writing, executed
by the Parties to be bound thereby.
XLI. SPECIAL CLAUSES:
__________________________________________________________________________________________________________________________________________________________________________________________
Witnesses: Executed by Buyer on: _________
___________________________________________________
Buyer
___________________________________________________
___________________________________________________
Buyer
___________________________________________________
Executed by Seller on: _______________
____________________________________________________
Seller
____________________________________________________
____________________________________________________
Seller
____________________________________________________
Deposit(s) under II (a) received; if check,
subject to clearance, and terms hereof are accepted.
By:_______________________________________
(Escrow Agent)
BROKERAGE FEE: ___Seller ___Buyer agrees to
pay the registered real estate Broker named below compensation in the total
amount of _______ percent (_____%) of gross purchase price of $________ for his
services in accordance to the contract in affect between the two parties.
___________________________________________________
Broker Seller
_________________________ Seller
_________________________ Buyer