PURCHASE AND SALES AGREEMENT

DATED:______

PARTIES:______, as Seller, and ______,as Buyer, whose mailing address is ______and telephone number is ______. Buyer and Seller which terms may be singular or plural and will include the heirs, successors, personal representatives and assigns, hereby agree that the Seller shall sell and Buyer shall buy the following legally described Property.

  1. THE PROPERTY DESCRIBED AS:______(Street address)

City of ______Stateof ______County of ______

Assessor’sParcel Number______:

  1. FINANCING/TERMS/PURCHASE PRICE:

The Purchase Price Offered is:$______.00.

Deposit(s) to be held in escrow byCompany of Buyer’s choice.Deposit to be placed into escrow prior to the closing of escrowin the amount of: $ ______. 00.

Balance to close, (U.S. Cash, certified or cashier's check) not including Buyer’s closing costs and subject to adjustments and prorations Approximate  Exact: $______.00.

If checked AllCash Purchase.

If checked Subject to Existing Mortgages/Loans: (Seeparagraph XVIII for explanation)

Buyer is buying property Subject to the Existing Mortgage(s)/Loan(s) encumbering the property in the amounts not to exceed: $______. 00.

If the existing balances at the time of closing are less than the amounts stated above, purchase price will be reduced by the difference. If balances are higher then shown, then Seller’s proceeds will be reduced accordingly.

If checked SellerFinancing and Terms:

Seller shall finance $______. 00, Evidenced by a negotiable Promissory Note of Borrower, secured by a validpurchase money First  Second  Third, Mortgage or Deed of Trust on the Property and delivered by the Buyer to the Seller dated the date of closing bearing an annual interest rate of ______percent.

Interest to commence on  ______or  _____ months following the close of escrow date

Payments of $______.00 will be due on the _____day of each month. The first payment shall be due  _____ days _____ months following close of escrow and shall continue every _____ month(s) year(s).

Payments to be amortized on the bases of  principal only  interest only  principal and interest only  other ______, over _____ months until paid in full and according the terms of the Promissory Note.

Ifnot paid sooner the balance of principal and any interest then due shall all be due and payable on  ______or ______months following the close of escrow date.

Additional terms of the Promissory Note are as follows:

  1. Borrower will pay a late charge of $15.00 for each and every payment received more than 30 days after it is due.
  2. Privilege is reserved of prepaying the unpaid principal of this Promissory Note in full or in part at any time without penalty.
  3. This note may be subject to a Civil Code, which provides that the holder of this Promissory Note shall give written notice to the Trustor, or his successor in interest, of prescribed information at least ninety (90) and not more than one hundred fifty (150) days before any balloon payment is due.
  4. The holder of this Promissory Note and Mortgage is limited to recovery of the debt evidenced hereby, by foreclosure and sale of the Property affected by the Mortgage securing same. The Borrower shall not be personally liable for any deficiency resulting from any sale and/or foreclosure hereunder.
  5. Each payment shall be credited first on interest then due and the remainder on principal, and interest shall thereupon cease upon the principal so credited. Should default be made in payment of any installment when due the whole sum of principal and interest shall become immediately due at the option of the holder of this note. Principal and interest payable in lawful money of the United States. If action be instituted on this note I promise to pay such sum as the Court may fix as attorney’s fees. This note is secured by a Deed of Trust to trustee of Seller’s choice.
  6. Privilege is reserved that Mortgagor shall have the right of first refusal to buy this Mortgage under the same terms and conditions that Mortgagee herein has agreed to sell this Mortgage. Furthermore, this Mortgage shall not be sold or assigned without the prior written agreement of the Mortgagor.

Additional terms of the Promissory Note if Individually Checked:

Privilege is reserved and Borrower may, at any time, substitute for the collateral that is security for this Promissory Note secured by a Deed of Trust. Said collateral shall be of equal or greater value. Value shall be determined by the Borrower. Seller shall execute all documents necessary to substitute collateral upon the request of the Borrower within seven calendar days of request to do so.

Privilege is reserved and Borrower may skip one monthly payment for each twelve (12) month period. The mortgage shall be extended one month for each skipped payment.

If this note is prepaid prior to _____ day of______, 20_____, then Mortgagor shall receive a discount of ______percent (______%) of the remaining balance due.

The subject Mortgage is fully assumable upon sale, transfer, or conveyance of the Collateral Property.

The Deed of Trust securing this Promissory Note shall be subordinate to a Subordination Agreement which will result in Mortgagee’s security interest in the Collateral Property becoming subject to and of lower priority than the lien of some other or later Security Instrument. Said Subordination Agreement shall be recorded.

I/We, ______, Seller agrees to this purchase price and term(s) as indicated within item number II of this Purchase and Sales Agreement.

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SellerDate

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SellerDate

  1. CONSIDERATION RECEIPT AND SUFFICIENCY: Seller hereby acknowledges and accepts the amount of consideration as the total consideration for the sale of the property to Buyer. Seller is satisfied as to the amount of consideration and acknowledge the consideration to be a sufficient amount to purchase the aforementioned Property.
  2. CLOSING DATE: This transaction shall be closed and the Deed and other Closing Papers delivered in ______days following the date of final acceptance or on ______,20_____, unless extended by other provisions of this Purchase and Sales Agreement, or by written agreement of the Parties and also at the sole option of the buyer.
  3. OCCUPANCY:Exclusive irrevocable possession and occupancy shall be delivered to Buyer, Buyer’s Assignees, or Buyer’s Agents at 5:00 PM on the date this agreement is signed by Seller,  on the date of Close of Escrow,  on ______, 20______or no later than ______days after Close of Escrow.

 If checked Property shall be vacant at least ______days prior to Close of Escrow.

If checked 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 XXI.

  1. TERMITES: The Buyer may have, including but not limited to, all accessible areas of the main building and any attached structures as well as all detached structures 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. The Buyer shall pay for the inspection and report for wood destroying pests and organisms, which shall be prepared by a company of Buyer’s choice. The party indicated on section IX of this Agreement is required to pay for all section 1 work detailed on inspection and report. Buyer shall have the option of canceling this Agreement after receipt of report by giving written notice to Seller, or Buyer may elect to proceed with the transaction. Termites shall be deemed to include all wood destroying organisms.
  2. PERSONAL PROPERTY INSPECTION AND REPAIR: Seller warrants that all major appliances, heating, cooling, electrical, plumbing systems, and machinery are in working condition 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 possession thereof, or six days prior to closing, whichever is first. Unless Buyer reports failures within said period, Buyer 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.
  3. INSPECTION OF PROPERTY: Buyer shall have until the close of escrow to complete all Buyer investigations of the Property, approve all disclosures, and other applicable information, which Buyer receives from Seller and/or persons hired to inspect property on behalf of Buyer; and approve all maters affecting the Property, including but not limited to, the marketability of the property in order to determine the usability and feasibility of the Property. Buyer may in Buyer’s sole and absolute discretion, give notice of termination of this Agreement at any time prior to the expiration of the inspection period, and upon such termination, all deposits held in escrow shall be returned to Buyer.
  4. COSTS:
  5.  Buyer and/or if checked Seller shall pay for Title Insurance as outlined in section XVI.
  6.  Buyer and/or if checked  Seller shall pay for escrow fees.
  7.  Buyer and/or if checked Seller shall pay for county and/or city transfer taxes.
  8.  Buyer and/or if checked  Seller shall pay for the Natural Hazard Disclosure.
  9.  Buyer and/or if checked  Seller shall pay for termite work as outlined in section VI
  10.  Buyer and/or if checked  Seller shall pay for ______
  1. NON-AGENCY RELATIONSHIP: A principal with Buyer isa Department of Real Estate Licensee. An Agency relationship between Buyer and Seller does not exist. Seller should seek advice from their legal council prior to agreeing to the terms of this Agreement.
  2. TIME FOR ACCEPTANCE AND EFFECTIVE DATE:This Offer shall be deemed revoked unless the Offer is signed by Seller indicating an Acceptance and a copy of the Signed Offer is received by the Buyer on or before _____:01 PM, on ______, 20_____. If a copy of the Singed Offer is not received by Buyer on or before the Date and Time stated above, the aforesaid Deposit(s) shall be, at the option of the Buyer, returned to Buyer and this offer shall thereafter be null and void.

The Effective Date of the Agreement shall be the date of Acceptance. Acceptance is defined as the time the offer or final counter offer is accepted in writing by a party and is delivered to and received by the other party.

  1. FINANCING: If the purchase price or any part thereof is to be financed by a third party loan, this Purchase and Sales Agreement is conditioned upon the Buyer obtaining a firm commitment for said loan within ______days from the date hereof, at an interest rate not to exceed ______%; for ______months; and in the principal amount of $______.00. 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 Agreement and the binder deposit will be return to the Buyer.
  2. ASSIGNABILITY: Buyer may assign this Agreement.
  3. Resell: Seller authorizes the Buyer to enter into a sales agreement to resell the property during this escrow period. Seller is aware that Buyer intends on reselling the property for aHUGEPROFIT. All profits made by Buyer during this transaction relating to the reselling of the property are the sole interest of and solely owned by the Buyer.
  4. TYPEWRITTEN OR HANDWRITTEN PROVISIONS: Typewritten or handwritten provisions inserted herein or attached hereto as Addenda shall control all printed provisions in conflict therewith.
  5. EVIDENCE OF TITLE: Within twenty days from the date of Acceptance, the party as specified in section IX, shall cause a title insurance company mutually acceptable to the Parties to issue and deliver to Buyer an ALTA Form B 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 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 Sellers 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 days after said notice, Buyer may, at Buyers 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.
  6. IF CHECKED  THE EXISTING MORTGAGES TO BE ASSUMED: Seller shall furnish to Buyer within twenty days from date of acceptance a current 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:
  7. The Mortgagee does not approve the Buyer, the Buyer may rescind the Agreement, or
  8. 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 Agreement 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.
  9. IF CHECKED SUBJECT TO/DUE-ON-SALE ACKNOWLEDGEMENT APPLIES:

Buyer have entered in to a certain Purchase and Sales Agreement date herewith, the parties fully understand, acknowledge and agree as follows:

  1. Seller and Buyer are fully aware that the Mortgage(s)/Deeds of Trust securing the property Described in Section I contain(s) provisions prohibiting the transfer of any interest in the property without satisfying the principal balance remaining on the underlying Loan(s) and/or obtaining the Lender’s prior written consent (i.e., a “Due-on-Sale” Clause), and that this transaction may violate said Mortgage(s).
  2. Seller specifically understands that the Loan Payment(s) will be paid on a monthly basis by Buyer, and that the Loan(s) will NOT be assumed or paid off completely at Closing, and that the Loan(s) and Loan Payments will remain in Seller’s name and may continue to appear on Seller’s credit report.
  3. Seller and Buyer execute this disclosure form after having had the opportunity to seek legal counsel as to the legal and financial implications of the Due-on-Sale Clause included in the Mortgage(s)/Deed(s) of Trust. The parties agree and understand that if said Due on Sale Clause is enforced by the Holder(s) of said Mortgage(s)/Deed(s) of Trust, the entire balance then due under said Mortgage(s) must be paid in full. In this event, Seller understands that if the Mortgage(s) is/are not paid in full, the Lender can file a Notice of Default on the property and report such to the credit bureaus, affecting the Seller’s Credit Report. Buyer understands that in the event that the underlying debt is not paid in full, the Lender holding the Deed(s) of Trust may foreclose the property, which will extinguish Buyer’s interest in the property.
  4. In the event there is an escrow account for taxes, insurance, waste fees, association fees, or any other impounds or escrow, said funds shall be transferred to Buyer without adjustment. The current loan balance and prepayment penalty shall be deducted from sale proceeds and if there is an escrow shortage same shall be charged to Seller at closing.
  5. The Borrower/Seller shall indemnify, defend and hold harmless the buyer and all persons or assigns, regardless of responsibility, from all costs, expenses, suits, liabilities, damages, attorney fees and claims of every type, including but not limited to those arising out of injury to any person, or damage to any real or personal property to any person, including the borrower and said financial institution, for; (i) any items resulting from the buyer buying the property, (ii) information furnished by the borrower or (iii) those items relating to the financial information, or (iv) the ability or inability to pay for or continue to support the debt of which the buyeris agreeing to.
  1. NOT A LOAN TO SELLER TRANSACTION: Seller acknowledges that the buyer is not lending to the seller any monies and this Purchase and Sales Agreement is an agreement to purchase the aforementioned Property only. All monies shall be given to the seller on the day escrow closes as defined in section II.
  2. INGRESS AND EGRESS: Seller warrants that there is ingress and egress to the Property sufficient for the intended use as described in Paragraph XLIV hereof the title to which is in accordance with Paragraph XVI above.
  3. LEASES: Seller shall, not less than fifteen 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.