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DIRT

VIEWS: 5 PAGES: 6

									                        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.

								
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