FORM No. 462C
© 2007-2010 Washington Legal Blank
Portland, OR www.wlbforms.com BE
OWNER’S SALE AGREEMENT AND EARNEST MONEY RECEIPT
(Commercial/Investment Property)
This is a legally binding contract.
If you do not understand any part of it, seek competent advice.
A. PURCHASER’S OFFER:
offer(s) to purchase the following real property, and all improvements thereon, in the County of
(“Purchaser”)
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, State of Washington (insert address; also
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insert legal description or attach as Exhibit A):
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and the following personal property, in as-is condition:
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SA
MP
LE
, (collectively “the Property”), and a (CHECK IF APPLICABLE) all of Seller’s right, title and interest in the lease(s) affecting the real property, attached as Exhibit B,
for the purchase price of
Dollars $
payable as follows: (a) earnest money herein receipted for of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(b) on (date)
, as additional earnest money, the sum of . . . . . . . . . $
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;
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;
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(c) on delivery of a deed a contract, the sum of (balance of down payment) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
;
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(d) the balance of the purchase price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
,
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payable as follows:
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a (CHECK IF APPLICABLE) SEE ADDENDUM FOR ADDITIONAL PROVISIONS.
Existing Leases. (a CHECK IF APPLICABLE) Purchaser agrees to assume all obligations of Lessor under the lease(s) that accrue on or after the closing date. Purchaser and Seller
shall execute at closing an assignment of Lessor’s interest in the lease(s).
; a Purchaser’s approval of
Inspection and Review Contingencies. Sale is subject to (CHECK ALL THAT APPLY): a receipt of financing in the amount of $
property inspections including structural condition, mechanical systems, hazardous materials, wetlands, Americans with Disabilities Act compliance, and all other matters affecting the suitability of the Property; a review of applicable land use and/or zoning laws to determine suitability for Purchaser’s intended use; a review of financial and other documents to be provided
by Seller, including
, such documents to be provided within
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(5 if not filled in) business days; a environmental review to 23
a lender’s a purchaser’s (INDICATE WHICH) satisfaction; a other
. All inspections and reviews shall be conducted at 24
Purchaser’s sole cost and expense. Seller shall permit Purchaser and Purchaser’s agents to enter the Property to conduct inspections and reviews, subject to providing any required notices 25
to tenants. Purchaser shall indemnify and hold Seller harmless from all liens, costs and expenses arising from Purchaser’s inspections of the Property, which indemnifications shall survive 26
closing. All inspec-tions and reviews shall be conducted within
(30 if not filled in) days of full execution of this agreement. If written notice of an unsatisfactory inspection or review 27
(5 if not filled in) business days after the end of the inspection or review period, all inspection and review contingencies shall be deemed waived. 28
is not received by Seller within
Loan Contingencies. If a loan is provided for above, Purchaser shall promptly apply and use best efforts to obtain that loan, and the sale and purchase are subject to the Purchaser and 29
the Property qualifying for the loan. Purchaser a does a does not (INDICATE WHICH) agree to provide a preapproval letter within
(5 if not filled in) business days on lender’s
letterhead.
Earnest Money Deposit. If this offer is accepted, the earnest money receipted for below shall be deposited with
as escrow.
Property Included/Excluded. With the following exceptions, Seller shall leave on the premises as part of the Property purchased: all irrigation, plumbing, heating, cooling, electrical and
lighting fixtures (including oil tanks but excluding unattached fireplace equipment); built-in appliances; water heaters; bulbs and tubes; window treatments; window and door screens; storm
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doors and windows; attached floor coverings; attached television antennae; attached fixtures; and all shrubs, plants and trees. The exceptions are (if none, so state):
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Leased Fixtures. a None. a The following fixtures are leased: a furnace a gas conversion burner a hot water tank a soft water tank a security/fire alarm system a propane 38
tanks(s) a other
. Total lease payments are approximately $
/mo. At closing
(check and complete (a) or (b)): (a) a Purchaser will a assume the leases a purchase the leased fixtures; or (b) a Seller will purchase the leased fixtures and deliver them to
Purchaser and Seller’s cost will be a included in a added to the purchase price.
Deed. The Property is to be conveyed by statutory warranty deed at closing or upon completion of the terms of a real estate contract, free and clear of all liens and encumbrances except
zoning ordinances, building and use restrictions, reservations in Federal patents, easements of record which benefit the Property or area where the Property is located, and (if none, so
state)
Seller Financing. If Seller will hold a contract or deed of trust, the contract or deed of trust is attached as Exhibit C.
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day(s) after closing; a on or before
.
Possession. Possession of the Property is to be delivered to Purchaser: a within
Pro Rates. Real property taxes, rents, unused tenant deposits (whether or not refundable), interest on obligations assumed by Purchaser, other expenses prepaid by Seller for the Property,
and accrued and unpaid obligations relating to the Property and for which Purchaser will be responsible, shall be prorated between Seller and Purchaser as of the date of possession. Real
property taxes and any applicable interest and penalties assessed after closing on account of prior special assessment of the Property shall be paid by a Purchaser a Seller (INDICATE
WHICH). Excise tax on the sale shall be paid by Seller.
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Closing. Closing shall occur on or before
. a (CHECK IF APPLICABLE) The transaction will be closed by the escrow company named
above, with the escrow fee paid 50% by Seller and 50% by Purchaser. At closing, Seller may pay, out of the purchase money, encumbrances to be discharged by Seller.
Assignment. If any of the purchase price will remain owing to Seller after closing, Purchaser may not assign Purchaser’s rights under this agreement without the written consent of Seller,
except that if either party will be conducting an IRS §1031 like-kind exchange, then that party may assign its interest to an exchange company and the other party agrees to cooperate in
the completion of such exchange, so long as there are no costs incurred for such by the cooperating party.
Seller’s Representations. Seller represents that: (a) except as stated in this agreement, Seller knows of no material structural or environmental defects in the real property including the
heating, cooling, electrical and plumbing systems and equipment; (b) the real property including those systems and equipment shall be in substantially its present condition, at delivery of
possession; (c) to the best of Seller’s knowledge no notice has been received regarding violation of statutes, codes or regulations affecting the Property, and Seller has no knowledge of
any such violations, whether or not notice has been received. Seller a does a does not (INDICATE WHICH) represent that the existing use of the Property complies with applicable zoning regulations or is a vested nonconforming use. With these exceptions, the real property is sold and purchased as is, with all defects apparent and not apparent. NOTE: Seller may be
required to provide Purchaser with a Real Property Transfer Disclosure Statement unless the right to receive such a disclosure statement is specifically waived in writing.
Residential Use. If the Property is for residential use and is improved with one (1) to four (4) units, then the following apply:
Lead-Based Paint. a (Check and comply if the Property includes non-exempt housing constructed before 1978) See attached “Seller’s Disclosure of Information on Lead-Based
Paint and/or Lead-Based Paint Hazards.”
Smoke Detectors. Seller agrees that prior to closing a properly installed and functioning smoke detector(s) will be installed in each dwelling unit as required by law.
Farm Disclosure. (a Check if the Property is located within one mile of a farm or farm operation.) This notice is to inform prospective residents that the real property they are about
to acquire lies within one mile of the property boundary of a farm. The farm may generate usual and ordinary noise, dust, odors, and other associated conditions, and these practices are protected by the Washington right to farm act.
Insulation Disclosure. (a Check if the Property includes new construction.) FTC regulations require disclosure of the following: wall insulation type
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, thickness
, R-value
; ceiling insulation type
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thickness
, R-value
; other
; or a insulation type is not yet known; Seller shall
furnish Purchaser with this information as soon as known.
Title Insurance. As part of closing, Seller will furnish to Purchaser, at Seller’s expense, a title policy in the amount of the purchase price and insuring marketable title. Prior to closing, Seller
shall provide Purchaser with a title insurance company’s report showing its willingness so to insure title to the Property.
Earnest Money Payment/Refund. “Earnest money” is intended to bind Purchaser to this agreement. If Seller does not accept this offer, or if Seller accepts this offer and fails to close the
sale as provided in this agreement, the earnest money shall be refunded, but Purchaser’s acceptance of the refund is not a waiver of other remedies available to Purchaser. In the event
Purchaser fails, without legal excuse, to complete the purchase of the Property, then the earnest money deposit made by Purchaser and additional earnest money, if any,
agreed to be paid shall be forfeited to Seller as the sole and exclusive remedy available to the Seller for such failure. However, the amount forfeited shall not exceed 5% of the
purchase price for the Property. Forfeited earnest money shall be disbursed to seller, less any escrow or title company cancellation charges.
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Purchaser’s initials: (A)
(B)
. Seller’s initials: (A)
(B)
.
Attorney Fee Provision and Choice of Law. In the event any legal action is required to enforce any provision of this agreement, or arises with respect to this agreement, the prevailing
party shall be entitled to recover costs and reasonable attorney fees from the losing party. This agreement shall be governed and construed according to the laws of the State of Washington.
Time/Essence/Binding Effect. Time is of the essence. This contract is binding upon the successors and permitted assigns of Purchaser and Seller.
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Purchaser may revoke this offer any time prior to Seller’s acceptance. If not accepted by
o’clock
.M., (date)
, this
offer is automatically revoked. Purchaser has an executed copy of this offer, which Purchaser has read and understands. The deed or contract is to be prepared in the name of
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Purchaser (A):
Date:
(B):
Date:
Address (A):
Address (B):
Phone(s): (A)
&
; (B)
&
Fax: (A)
; (B)
B. SELLER’S ACCEPTANCE/REJECTION/COUNTER OFFER AND RECEIPT FOR EARNEST MONEY (COMPLETE ONE OF THE FOLLOWING TWO OPTIONS):
a Seller accepts the Purchaser’s offer and acknowledges receipt from the Purchaser of the sum of $
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in the form of a cash a check a promissory note 92
payable: a on Seller’s acceptance; or a on (date)
, as earnest money and part payment of the purchase price, which Seller will deposit 93
as provided above. Seller acknowledges receipt of an executed copy of this agreement, which Seller has read and understands.
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a Seller rejects Purchaser’s offer and (check if applicable) a makes the attached counter offer.
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Seller (A):
Date:
(B):
Print Seller Name(s): (A)
Date:
(B)
Address (A):
Address (B):
Phone(s): (A)
&
; (B)
&
Fax: (A)
; (B)
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C. PURCHASER’S ACKNOWLEDGMENT: Purchaser acknowledges receipt of a copy of Purchaser’s offer showing Seller’s acceptance, and confirms Purchaser’s agreement to purchase 101
the Property.
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Purchaser (A):
Date:
(B):
Date:
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For other forms to be used in this transaction, the publisher recommends WLB Form Nos: 6R – Real Estate Sale Agreement Addendum/Counter Offer; 21A – Real Property
Transfer Disclosure Statement (page 1); 21B – Real Property Transfer Disclosure Statement (page 2); 21C – Real Property Transfer Disclosure Statement (page 3); 27A –
Commercial Real Property Transfer Disclosure Statement (page 1); 27B – Commercial Real Property Transfer Disclosure Statement (page 2); 235 – Assignment of Lease; and
Stevens-Ness Form Nos: 503 – Seller’s Disclosure of Information on Lead-Based Paint and/or Lead Based Paint Hazards; and 2008 – Protect your Family from Lead in your
Home (EPA pamphlet).
NO PART OF ANY WASHINGTON LEGAL BLANK FORM MAY BE REPRODUCED IN ANY FORM OR BY ANY ELECTRONIC OR MECHANICAL MEANS.