Non-residential Real Estate Purchase and Sale Agreement Template - Spokane County, Washington

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Real Estate Purchase and Sale Agreement
(NON-RESIDENTIAL)
THIS CONTRACT CONTROLS THE TERMS OF THE SALE OF REAL PROPERTY,
THIS IS A LEGALLY BINDING CONTRACT
DATED this
day of
, 20
.
I. PARTIES:
A. Seller: Spokane County, a political subdivision of the State of Washington.
B. Purchaser(s):
(Husband and Wife) (a single person)(Corporation, L.L.C., Partnership, etc.)
II. PROPERTY:
A. Tax Parcel Number(s):
B. Legal Description:
C. Included Items: All structures and improvements existing on the property as of the date
of this agreement, along with all personal property existing on the
property at the time of closing.
III. PURCHASE PRICE:
($
) including Earnest Money in the amount of
(minimum of 1% of the offered purchase price); to be
deposited by the Purchaser(s) in the form of cash to be held by the Closing Agent. Purchaser agrees
to pay the purchase price in full in cash at closing. The Purchaser hereby represents that
Purchaser(s) have available sufficient funds to close this sale in accordance with this agreement, and
is not relying upon any contingent source of such funds unless otherwise specifically set forth
herein.
IV. CONTINGENCIES:
A. Seller Contingencies:
1. Property Declared as surplus by Spokane County;
2. Appraisal of the property obtained by Spokane County;
3. Property announced for sale at a 2:00 p.m. meeting of the Board of County
Commissioners with at least 10 days notice in a newspaper recognized for legal
notices;
4. Property offered for sale at 5:00 p.m. meeting of the Board of County
Real Estate Purchase and Sale Agreement
Page - 1
Real Estate Purchase and Sale Agreement
(NON-RESIDENTIAL)
THIS CONTRACT CONTROLS THE TERMS OF THE SALE OF REAL PROPERTY,
THIS IS A LEGALLY BINDING CONTRACT
DATED this
day of
, 20
.
I. PARTIES:
A. Seller: Spokane County, a political subdivision of the State of Washington.
B. Purchaser(s):
(Husband and Wife) (a single person)(Corporation, L.L.C., Partnership, etc.)
II. PROPERTY:
A. Tax Parcel Number(s):
B. Legal Description:
C. Included Items: All structures and improvements existing on the property as of the date
of this agreement, along with all personal property existing on the
property at the time of closing.
III. PURCHASE PRICE:
($
) including Earnest Money in the amount of
(minimum of 1% of the offered purchase price); to be
deposited by the Purchaser(s) in the form of cash to be held by the Closing Agent. Purchaser agrees
to pay the purchase price in full in cash at closing. The Purchaser hereby represents that
Purchaser(s) have available sufficient funds to close this sale in accordance with this agreement, and
is not relying upon any contingent source of such funds unless otherwise specifically set forth
herein.
IV. CONTINGENCIES:
A. Seller Contingencies:
1. Property Declared as surplus by Spokane County;
2. Appraisal of the property obtained by Spokane County;
3. Property announced for sale at a 2:00 p.m. meeting of the Board of County
Commissioners with at least 10 days notice in a newspaper recognized for legal
notices;
4. Property offered for sale at 5:00 p.m. meeting of the Board of County
Real Estate Purchase and Sale Agreement
Page - 1
Commissioners, during which:
a. Written offers for purchase received prior to the meeting are presented to the
Board by the County Engineer.
b. Chair of the Board allows individual comment from the audience and inquires
whether others present wish to offer more for the property than the offers
received through the County Engineer as stated in paragraph a above.
c. Offers, if any, are heard from the floor. If more than one offer is made from the
floor, then an auction of the property will be conducted. All offers made from
the floor, shall be submitted in writing, using this Real Estate Purchase and Sale
Agreement form, to the County Engineer no later than 5:00 p.m. on the following
business day. Any offer from the floor that is not reduced to writing and
submitted to the County Engineer as required by this paragraph c, will not be
considered as a valid offer by the County.
d. If no offers are made from the floor as described in paragraph c above, the Board
will decide whether to accept or counter any of the offers presented to the Board
as described in paragraph a above.
e. If there are offers from the floor as described in paragraph c above, the Board
will consider all offers at the next meeting of the Board and will decide which of
the offers presented at the meeting pursuant to paragraph c above that the Board
will accept, if any.
5. By acceptance of this offer as described above in Seller Contingencies, Seller waives
the Seller Contingencies.
B. Purchaser Contingencies: (Check all applicable contingencies)
[ ] Financing: Purchaser(s) shall submit application for financing within
days (five days if not filled in) of their offer being accepted by Seller.
Seller will not contribute toward Purchaser’s loan costs, lender required prepaid
amounts and reserves, Purchaser closing costs, or any costs that Purchaser is not
allowed to pay under the particular loan program. Seller may terminate this
Agreement if Purchaser does not waive Financing contingency within sixty (60)
days from the date of acceptance of this Agreement by Seller.
[ ] Title Report: Purchaser(s) may terminate this Agreement without penalty within
ten (10) days of receipt of the title report regarding the property. If the Purchaser
does not exercise this contingency within the ten (10) day limitation, then the
contingency is waived.
[ ] Other Purchaser Contingencies: In addition to the conditions stated above, if
any, this sale is conditioned upon the following:
Real Estate Purchase and Sale Agreement
Page - 2
V. INSPECTION PERIOD:
days from the date of acceptance of this offer. (45 days
if left blank.)
VI. TITLE INSURER:
VII. CLOSING AGENT:
VIII. CLOSING DATE:
(no later than 120 days from the date that this
document is delivered to the County). The closing date may be extended for an additional 120 days
upon written request from Purchaser and deposit by Purchaser with Seller of an “Extension Fee” of
$5,000.00. Upon the written acceptance of the extension by Seller the Extension Fee shall become
non-refundable. The Extension Fee shall be credited to Purchaser against the purchase price of the
property at the time of closing. TERMINATION DATE: Thirty days after closing date.
POSSESSION: At closing.
IX. DEFAULT: Unless all parties initial at paragraph number 9 in the General Provisions below,
Seller shall have an election of remedies in the event of Purchaser(s) default.
X. OFFER EXPIRATION DATE: This offer shall remain open until such time as the Board of
County Commissioners accept this offer or another offer as described above in Seller’s
contingencies, or until sooner withdrawn by the Purchaser(s).
XI. ADDENDA AND ADDITIONAL PROVISIONS: The following provisions and attached
addenda are part of this Agreement:
XII. GENERAL PROVISIONS:
1. Parties. Seller agrees to sell and Purchaser agrees to purchase the identified Property.
Seller represents that Seller is the owner of or has full right and authority to sell the Property.
Purchaser may assign his/her/their rights to an intermediary for purposes of completing this
transaction as part of an IRC, Section 1031 tax deferred exchange, and all parties will
reasonably cooperate so long as no additional cost is incurred by Seller. Otherwise, unless
this Agreement states Purchaser is acting as a nominee or has a right to assign, Purchaser’s
rights under this Agreement may not be assigned by Purchaser without Seller’s prior written
consent, which consent shall not be unreasonably withheld.
2. Property. Purchaser and Seller authorize Closer to correct unintended mistakes and
omissions in the legal description, with Seller to be responsible for assuring its accuracy.
a. Property Condition. Purchaser understands that Seller obtained the Property
through foreclosure or other means, and is selling the Property strictly on an “AS-IS,
WHERE-IS” basis, “WITH ANY AND ALL FAULTS.”
Seller makes no
representation or warranty whatsoever, express or implied, nor is any employee or
agent of Seller authorized to make, any representation or warranty as to the quality or
Real Estate Purchase and Sale Agreement
Page - 3
condition of the Property, merchantability, or the suitability or fitness of the Property
for any use whatsoever, known or unknown to Seller. In no event shall Seller be
responsible or liable for defects or faults, if any, in the Property, or for remedying or
repairing the same, except as noted herein. Purchaser warrants that Purchaser has
fully inspected the Property, performed all due diligence deemed necessary by
Purchaser, and is fully satisfied with the same in all respects “AS-IS, WHERE-IS,”
“WITH ANY AND ALL FAULTS.”
b. Seller to Maintain Property. Seller shall make reasonable efforts to maintain the
Property in its condition as of the date of acceptance of this offer by Seller as
described in Seller’s contingencies above and until Purchaser is entitled to
Possession. Purchaser and/or his/her agent is entitled to receive access prior to
Closing at a mutually agreed and reasonable time, to walk through and visually
inspect and perform due diligence upon the Property.
c. Risk of Loss. If improvements on the Property are destroyed or materially damaged
by accidental fire or other accidental casualty prior to Closing, and if Closing has not
occurred, then Purchaser may elect to terminate this Agreement and the earnest
money shall be refunded to Purchaser.
3. Purchase Price and Payment. Except as expressly stated otherwise herein:
a. The Purchase Price will be paid in cash, inclusive of earnest money; and
b. Purchaser represents they have sufficient funds available to close this sale without
relying on any contingent source of funds, including funds from loans, sale/closing
of other property, gifts, retirement or future earnings.
c. Any earnest money shall be deposited with Closer within five (5) days after
acceptance of this Agreement. If earnest money is not deposited with the Closer as
required in this Agreement, Seller may declare this Agreement terminated.
4. Lender Financing. If Purchaser’s obligations are contingent upon receiving lender
financing, Purchaser shall make a complete written application and pay any required Lender
costs within the time specified in Section IV. Contingencies. Purchaser shall use best efforts
to obtain loan approval meeting the terms of Purchaser’s application, or terms more
favorable to Purchaser. Loan approval meeting the terms of Purchaser’s application, or
terms more favorable to Purchaser shall be accepted by Purchaser. Lender may require
inspections and or work to be performed as a condition of loan approval, however Seller
shall not be required to pay any part thereof.
Purchaser acknowledges hereby that the minimum purchase price offered must be no less
than the appraised value of the Property as determined by the appraisal obtained by Seller
prior to the Property being announced for sale. If the appraised value of the Property
obtained for purposes of financing is less than the Purchase Price and obtaining financing
depends upon the appraised value of the Property, Seller shall not be required to lower the
sale price for the real property.
Real Estate Purchase and Sale Agreement
Page - 4
Purchaser Waiver Required. If Seller has reserved the right to terminate this Agreement in
the event Purchaser does not waive the financing contingency, then at any time after
expiration of the required date for Purchaser’s waiver and until Seller receives Purchaser’s
Notice of Waiver, Seller may give Notice terminating this Agreement. Thereafter, Purchaser
may not reinstate this Agreement by attempting to give later Notice of Waiver.
5. Investigation. Purchaser agrees that no information provided from or on behalf of Seller
related to marketing the Property, in any advertising or in any other communication,
constitutes a representation of fact, and Purchaser is to independently verify all such
information. Accuracy of the information from Seller to be verified by Purchaser in this
paragraph shall be a material condition for purposes of this Section 5. Purchaser’s
investigation of these matters shall be at Purchaser’s sole expense. Purchaser may only use
this investigation to object to errors in the information to be verified by Purchaser under this
Section 5. Purchaser’s investigation of the Property shall be deemed satisfied unless
Purchaser gives written Notice identifying such undisclosed material conditions and electing
to terminate this Agreement within the Investigation period provided in Section V.
Inspection Period.
6. Inspection. Purchaser acknowledges having been advised that Purchaser shall perform the
Purchaser’s due diligence regarding the property, at the Purchaser’s own expense, including
but not limited to physical survey of the property, environmental review and/or survey of the
property, etc.
Purchaser’s agreement is conditioned upon Purchaser’s due diligence and
approval thereof. This contingency shall be conclusively deemed satisfied unless within the
inspection period provided in Section V. Inspection Period, the Seller receives a full and
complete copy of the report and/or other information generated by the Purchaser’s due
diligence and a Notice of Termination of this Agreement from Purchaser identifying the
conditions discovered during the Purchaser’s due diligence to which Purchaser objects.
If Purchaser elects to terminate this Agreement pursuant to this section, any earnest money
shall be immediately released to Purchaser.
7. Disclosure Statement. Buyer waives the right to receive a seller disclosure statement
(“Form 17-Commercial”) if required by RCW 64.06. However, if Seller would otherwise be
required to provide Buyer with a Form 17-Commercial and if the answer to any of the
questions in the section of the Form 17-Commercial entitled “Environmental” would be
“yes,” then Buyer does not waive the receipt of the “Environmental” section of the Form 17-
Commercial which shall be provided by Seller.
8. Title and Title Insurance.
a. Title. Unless otherwise specified in this Agreement, title to the Property shall be
marketable at Closing. Rights, reservations, covenants, conditions and restrictions,
Real Estate Purchase and Sale Agreement
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