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DIRT DEALERS SEALED BID SALE EARNEST MONEY CONTRACT 1. PARTIES: ____________________________________________________________(Buyer’) hereby offers to purchase the Property (as defined below) from ______________________________________________________________________________ ________(“Seller”). 2. PROPERTY: That certain tract or parcel of property located at ________________________________________________________________________(the “Property”) and more particularly described on Exhibit “A” attached hereto. 3. PURCHASE PRICE: A. CASH The offered purchase price for the property (the “Purchase Price”) is $__________________________________to be paid in CASH at Closing (As hereinafter defined). B. FINANCING A promissory note from Buyer to Seller of $______________________________________________________________, bearing_______% interest per annum, and payable upon the terms and conditions as follows: In installments of $_________________________ ( ) including interest ( ) plus interest beginning_________________________________ after the date of the note and continuing at ________intervals thereafter for _______________years when the entire balance of the note shall be due and payable. Any Seller financed note may be prepaid in whole or in part at any time without penalty. Any prepayments are to be applied to the payment of the installments of principal last maturing and interest shall immediately cease on the prepaid principal. The lien securing payment of such note will be inferior to any lien securing any other note described in this contract. If an Owner’s Policy of title Insurance is furnished, Buyer shall furnish Seller with a Mortgagee’s Title Policy. The deed of trust securing the note shall include a provision that any act or occurrence which would constitute default under the terms of any superior lien shall constitute a default under the deed of trust securing the note. NOTICE TO BUYER: Loan payments, interest rates or other terms of some loans may be adjusted after closing. Before signing this contract, examine the notes and deeds of trust to determine the possibility of future adjustments. 4. EARNEST MONEY: An Earnest Money deposit (the “Earnest Money”) payable to Fidelity Title Company in the amount of $_________________________, equal to the greater of (a) five Percent (5%) of the Purchase Price or (b) $500.00, is herewith tendered by Buyer and is to be deposited with the Title Company (as defined below). The Earnest money shall be in the form of a cashier’s check or certified funds, and will NOT bear interest either before or after an acceptance by Seller of this offer. The Earnest Money will be credited against the Purchase Price at Closing. 5. TITLE COMMITMENT: Within five (5) days after the Effective Date (as hereinafter defined), Seller shall furnish to Buyer a commitment for title insurance (the “Title Commitment”) issued by Fidelity Title Company, (the “Title Company”) at 18618 Tuscany Stone # 240, San Antonio, Texas 78258.. The Seller shall, at Seller’s expense, furnish to Buyer at Closing, an Owner’s Title Insurance Policy (the “Title Policy”) in an amount equal to the Purchase Price. Notwithstanding the foregoing sentence, should Buyer request the Title Company to delete the survey exception from the Title Policy, such deletion shall be at the sole cost and expense of Buyer. 6. TITLE APPROVAL: Buyer shall have five (5) days after receipt of the Title Commitment to make valid written title objections to Seller. If Buyer does raise valid objections to the title within said five (5) day period, Seller shall have fifteen (15) days from the date written notice of such objections is delivered to Seller to cure the same, and the Closing Date shall be extended accordingly. Seller shall not be obligated to cure any objections to title, and at Seller’s option Seller may notify Buyer at any time that Seller declines to do so. If any such objections to title are not satisfied by the Closing Date (as it may have been extended), or if Seller declines to cure any such objections, Buyer, at its option, may within five (5) days of Seller’s failure or refusal to cure, (i) terminate this Agreement and receive back the Earnest Money or (ii) elect to waive the unsatisfied objections and complete the purchase. If Seller’s failure or refusal to cure is not communicated to Buyer until the Closing Date, Buyer’s election to terminate this Agreement or consummate the purchase may extend the Closing by no more than five (5) additional days, as referenced above. Except as specifically provided above, the Title Policy shall insure Buyer’s title as good and indefeasible subject to all exceptions, restrictions, reservations, encumbrances, access limitations and other conditions affecting the Property and title thereto. 7. FEASIBILITY PERIOD: Buyer shall have (30) thirty days from receipt of contract to conduct a feasibility study. If Buyer determines the property is not suited for his intended purpose, Buyer may cancel contract with written notice within feasibility period and receive back the earnest money deposit. 8. CONVEYANCE OF TITLE: Title to the Property shall be conveyed by a Special Warranty Deed (the “Deed”) subject to all exceptions, restrictions, reservations, encumbrances, access limitations and other conditions affecting the Property. 9. PROPERTY CONDITION: BUYER, BY ITS EXECUTION HEREOF, ACKNOWLEDGES THAT (i) SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE’ SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER MAY CONDUCT THEREON, (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY (G) THE MANNER QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY, AND SPECIFICALLY, THAT SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE DISPOSAL OR EXISTENCE, IN OR ON THE PROPERTY, OF ANY HAZARDOUS MATERIAL; (ii) BUYER HAS FULLY INSPECTED THE PROPERTY AND THAT THE CONVEYANCE AND DELIVERY OF THE PROPERTY CONTEMPLATED BY THIS AGREEMENT IS “AS IS” AND “WITH ALL FAULTS”; AND (iii) NO WARRANTY HAS ARISEN THROUGH TRADE, CUSTOM OR COURSE OF DEALING WITH BUYER. BUYER REPRESENTS THAT, PURSUANT TO THE INSPECTION PERIOD (IF ANY) PROVIDED IN SECTION 8 ABOVE OR OTHERWISE, BUYER HAS MADE (OR DOES HEREBY WAIVE) (i) ALL INSPECTIONS OF THE PROPERTY TO DETERMINE ITS VALUE AND CONDITION DEEMED NECESSARY OR APPROPRIATE BY BUYER, INCLUDING, WITHOUT LIMITATION, INSPECTIONS FOR THE PRESENCE OF ASBESTOS, PESTICIDE RESIDUES, UNDERGROUND STORAGE TANKS, HAZARDOUS WASTE AND OTHER HAZARDOUS MATERIALS AND (ii) INVESTIGATIONS TO DETERMINE WHETHER ANY PORTION OF THE PROPERTY LIES WITHIN ANY FLOOD HAZARD AREA AS DETERMINED BY THE U.S. ARMY CORPS OF ENGINEERS OR OTHER APPLICABLE AUTHORITY. BUYER’S INSPECTION OF THE PROPERTY (OR WAIVER THEREOF) SHALL RELIEVE SELLER OF ANY LIABILITY TO BUYER AS A RESULT OF ANY ENVIRONMENTAL HAZARD ON OR TO THE PROPERTY AND BUYER SHALL ACCEPT ALL LIABILITY THEREFORE, AS BETWEEN BUYER AND SELLER, AND SHALL INDEMNIFY AND HOLD HARMLESS SELLER FROM AND AGAINST ANY CLAIMS, LIABILITIES, DEMANDS OR ACTIONS INCIDENT TO. RESULTING FROM OR IN ANY WAY ARISING OUT OF SUCH DISCOVERY. SUCH INDEMNITY SHALL SURVIVE CLOSING AND NOT BE MERGED THEREIN. 10. BROKER’S FEE: By separate documents, Seller has agreed to pay a real estate commission (the “commission”) equal to two percent (2%) of the Purchase price to a Co-Broker (the “Co-Broker”), subject to the closing of this sale and payment of the full Purchase price to Seller. Buyer represents to Seller that, except as set forth above with respect to Co-Broker, no real estate broker has been authorized to act on Buyer’s behalf, and Buyer hereby indemnifies Seller from any claims which now have been or may be asserted against Seller as to brokerage or similar type fees with respect to the Property. Buyer acknowledges that, at the time of execution of this Agreement, Co-Broker advised Buyer by this writing that Buyer should have the abstract covering the Property examined by an attorney of Buyer’s selection or that Buyer should be furnished with or obtain an owner’s policy of title insurance. 11. CLOSING: The closing of this sale (the “Closing”) shall be on or before thirty (30) days from the date of Expiration of Feasibility Period (“Closing Date”). Should such date fall on a Saturday, Sunday or legal holiday, Closing shall occur on the first (1st) business day thereafter. The Closing shall take place at the office of the Title Company or, at Seller’s option upon notice to Buyer, at the office of Seller. If either party defaults in the closing of the sale of the Property under the terms of this Agreement, the non-defaulting party shall be entitled to exercise the remedies provided in Section 17 hereof. Any extension of Closing must be in writing and executed by Buyer and Seller in advance of scheduled Closing. 12. POSSESSION: Possession of the Property shall be delivered to Buyer upon Closing. 13. EXPENSES OF SALE: Seller shall pay the cost of preparation of the Deed, Title Policy and its attorneys’ fees. All other costs and expenses incurred in connection with Buyer’s purchase of the Property, including, recording fees incurred in recording the Deed and other conveyance documents, shall be paid by Buyer. 14. PRORATIONS: All rents, taxes and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property shall be prorated between Buyer and Seller as of the Closing Date. 15. CASUALTY LOSS: In the event of damage or destruction of the Property by fire or other casualty prior to the Closing Date, which results in a loss exceeding twenty percent (20%) of the Purchase Price, Buyer may within five (5) days of notice from Seller of the occurrence of such event, either (i) elect to receive the insurance proceeds payable as a result of the event and consummate the transaction in accordance herewith or (ii) terminate this Agreement and receive back the Earnest Money. 16. DEFAULT: Subsequent to Seller’s acceptance of the offer set forth herein and after Expiration of Feasibility Period, a default by Buyer Will result in the forfeiture of Buyer’s Earnest Money to Seller as full and complete liquidated damages. Buyer’s sole remedy for any default of Seller hereunder is to terminate this Agreement and receive the Earnest Money together with any documented out-of- pocket expenses incurred by Buyer, not to exceed $100.00, thereby releasing Seller from this Agreement. 17. ATTORNEYS’ FEES: In any legal proceeding brought under or with relation to this Agreement, the prevailing party shall be entitled to recover court costs and reasonable attorneys’ fees from the non- prevailing party. 18. ACCEPTANCE OF OFFER: IN THE EVENT THAT SELLER ELECTS TO ACCEPT THIS OFFER, THIS OFFER SHALL BECOME A BINDING AGREEMENT BETWEEN BUYER AND SELLER TO PURCHASE AND SELL THE PROPERTY IN ACCORDANCE WITH THE TERMS HEREOF. IF SELLER REJECTS BUYER’S OFFER, SELLER SHALL RETURN BUYER’S EARNEST MONEY DEPOSIT AS SOON AS POSSIBLE. 19. SURVIVAL: Upon acceptance of this offer by Seller, this Agreement shall survive the consummation of the closing of the sale of the Property and the delivery of the Deed and other conveyance documents from Seller to Buyer on the Closing Date, and all of the terms and conditions hereof shall be and remain in full force and effect between the parties hereto. 20. MODIFICATION: This Agreement shall supersede any amid all prior discussions, communications and agreements between the Seller and the Buyer, if any, with respect to time purchase of the Property and other matters contained herein, and this Agreement contains the sole and entire understanding between the parties hereto with respect to the transactions contemplated herein. This Agreement shall not be modified or amended except in writing executed by the Buyer and Seller. 21. APPLICABLE LAW: This Agreement shall be governed by and construed and enforced with accordance with the laws of the United States of America, and to the extent that state law would apply under applicable federal law, the state in which the Property is located. 22. TIME: Time is and shall be of the essence of this Agreement. 23. NOTICES: All notices shall be in writing and effective when delivered at the address for the respective parties hereto shown in this Agreement. 24. EFFECTIVE DATE: The effective date of this Agreement (the “Effective Date”) shall be the date upon which the last of Buyer and Seller executed the Agreement. 25. CONSULT YOUR ATTORNEY: The Broker cannot give you legal advice. This is intended to be a legally binding contract. Read it carefully. Federal law may impose certain duties upon brokers or signatories to this Agreement when any of the signatories is a foreign party, or when any of the signatories receives certain amount of U.S. currency in connection with a real estate closing. If you do not understand the effect of any part of this Agreement, consult your attorney prior to signing. IN WITNESS THEREOF, Buyer has caused this offer to be executed and tendered by its duly authorized officer or representative as of the _______ day of __________________, 2011. BUYER: ______________________________________________ By: ______________________________________________ Name: _______________________________________ Its: __________________________________________ Address: _______________________________ Phone Number: ______________________________ Fax Number: ______________________________ Tax ID Number: ______________________________ SELLER: ____________________________________________ By: _____________________________________________ EARNEST MONEY RECEIPT Receipt of $__________________ Earnest Money in the form of ________________ is acknowledged and is accepted subject to the terms and conditions of the Earnest Money Contract. Escrow Agent: ________________________________________ By: _______________________________________ Date: _______________________________________ CO-BROKER _________________________________________________ Co-Broker License Number By:__________________________________________ __________________________________________ __________________________________________ Address __________________________________________ Phone Number OPTION ADDENDUM APPROVED BY THE TEXAS REAL ESTATE COMMISSION FOR VOLUNTARY USE ADDENDUM TO UNIMPROVED COMMERCIAL PROPERTY EARNEST MONEY CONTRACT BETWEEN THE UNDERSIGNED PARTIES CONCERNING PROPERTY AT _______________________________________________________________________________________ (Property Location) In consideration of the non-refundable sum of $ 100.00 paid by Buyer directly to Seller, independent of any earnest money required by the contract, Buyer and Seller agree as follows: 1. Buyer shall have the option to terminate the contract by giving written notice of termination to Seller within __________days after the effective date of the contract. On such termination, the Earnest Money shall be refunded if all of Buyer’s obligations under Paragraph 4 of the addendum are satisfied. If Buyer does not give notice of termination within the time prescribed, Buyer’s right of termination shall be waived. 2. If Buyer exercises the option to terminate, Seller shall be entitled to retain the consideration for this addendum. If Buyer does not exercise the option to terminate, the consideration shall be applied to the Sales Price at closing. 3. Buyer shall have the right of reasonable entry on the Property for the purpose of analyses, tests and inspections deemed necessary by Buyer. 4. If the sale fails to close through no fault of Seller, Buyei~shal1 restore the Property as nearly as possible to its original condition if changed due to acts of Buyer. Buyer shall provide Seller with a copy of the results of any tests and inspections made by Buyer excluding any market or economic studies. __________________________________________ ____________________________________ BUYER SELLER By:_______________________________________ By:_________________________________ The form of this Addendum has been approved by the Texas Real Estate Commission for use only with the Unimproved Commercial Property Earnest Money Contract approved by the Texas Real Estate Conunission. Such approval relates to this form only. No representation is made as to the legal validity or adequacy any provision in any specific transaction. It is not suitable for complex transactions.