Get Legal Forms - GetLawForms.com
Free Legal Forms page - Contract for Purchase and Sale
CONTRACT FOR PURCHASE AND SALE
PARTIES: ____________________(1)_____________________________, as "Seller", of
______________(2)_________________, Phone: ______________(3)_________________ and
______________(4)___________________ as "Buyer" of _______________(5)
_______________, Phone: _______(6)__________, hereby agree that the Seller shall sell and
Buyer shall buy the
a) Legal description of real estate ("Property") located in _______(7)________ County,
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:
II. PURCHASE PRICE $_______(9)______
a) Cash Deposit(s) to be held in escrow by _____________(10)________________ in
the amount of $________(11)______ and promissory note to be held in same escrow as
additional earnest Buyer's default in the amount of $_________(12)______
b) Subject to assumption of Mortgage in favor or ________(13)__________ bearing
interest at _______(14)________% per annum and payable as to principal and interest
$___________(15)______ per month, having an approximate present principal balance of
c) Purchase money mortgage and note bearing interest at _________(17)_______% on
terms set forth herein below, in the principal amount of $______(18)______
d) Other: ________(19)____________________________ $_________(20)______
e) Balance to close, (U.S. Cash, certified or cashier's check) subject to adjustments
and prorations $______(21)______
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
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 ___________(23)_________ days from the date hereof, at
an interest rate not to exceed _______(24)______ percent (__________%); of ________(25)
_______ years; and in the principal amount of $_______(26)_______. 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.
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 ___________(27)____________, 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 __________(28)_________ day of ____________(29)______, _____
(30)______, unless extended by other provisions of Contract, or by written agreement of the
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: ______(31)
_____________________________ provided, however, that none of the foregoing shall prevent
use of the property for the purpose of ________(32)__________.
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
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
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
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
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 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 cancelling 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 liners 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 materialmen, in addition to Seller's lien affidavit setting forth the
names of all such general contractors, subcontractors, suppliers and materialmen 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
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 probation 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
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 reconvene 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.
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
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
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: _________________(34)___________________
Witnesses: Executed by Buyer on: __(35)__
Executed by Seller on: _________(35)___________
Deposit(s) under II (a) received; if check, subject to clearance, and terms hereof are
BROKERAGE FEE: Seller agrees to pay the registered real estate Broker named below,
at time of closing, from the disbursements of the proceeds of sale, compensation in the total
amount of _______(42)_______ percent (__________%) of gross purchase price of $_________
(43)___________ for his services in effecting the sale by finding a Buyer, ready, willing and able
to purchase pursuant to the foregoing Contract. In the event Buyer fails to perform and deposit
(s) is retained, 50% thereof, but not exceeding the Broker's fee above computed, shall be paid to
the Broker as full consideration for Broker's services including costs expended by Broker, and the
balance shall be paid to Seller. If the transaction shall not be closed because of refusal or failure
of Seller to perform, the Seller shall pay said fee in full to Broker on demand. Seller agrees to
indemnify, defend and hold Buyer harmless from and against all claims or demands with respect
to any brokerage fees or agent's commissions or other compensation asserted by any person or
entity in connection with this agreement or the transaction contemplated herein.
The information in this document is designed to provide an outline that you can follow
when formulating business or personal plans. Due to the variances of many local, city, county
and state laws, we recommend that you seek professional legal counseling before entering into
any contract or agreement.