The Parties to the Agreement

The name of the Buyer of the property is

The Property being transferred

The land that is being sold is located in:

Does the Property have a street address?

Does the Property have a legal description that will be attached to the Agreement as an exhibit? (if a legal description exists, it is good practice to attach it to the agreement to ensure that the property is exactly described).

Escrow, Title, Dates

This contract will specify a "Contingency Date" (also known as "Due Diligence Ending Date"), which is a date where the Buyer will have to complete its "due diligence" investigation of the Property. Therefore, prior to the Contingency Date, the Buyer will basically have a "free look" at the Property without jeopardizing the Deposit. This is standard in most real estate transactions that deal with high value properties. This contract specifies standard due diligence matters that have to be approved by the Buyer, and these are matters (i) concerning title, (ii) environmental matters, and (iii) a catch-all for everything else, i.e., suitability for development, marketability, etc. Prior to the Contingency Date, the Deposit will be fully refundable. Following the Contingency Date, if Buyer has approved and/or waived the matters Buyer discovers in its due diligence investigation, the Deposit will be non-refundable (in industry parlance, the "Deposit goes hard"). To provide flexibility, this contract allows a Contingency Date to be computed either from the "Effective Date", or from another event, to be specified by you. Pick the choices that fit your transaction.

The Contingency Date (Due Diligence Ending Date) will be
days after the Effective Date. OR
Finish this sentence: The Contingency Date means the date which is


(For example: "the later of sixty days after the Effective Date, or thirty days following approval by the City of Buyer's preliminary development permit application." OR "the later of sixty days after the Effective Date, or thirty days following the close of escrow, by ABC Retail Corporation, of the 3 acre lot lying immediately west of the Property.")

The name of the Escrow Agent is . (State the full name; i.e., "Nationwide Title Insurance Company".)

The name of the Title Company is . (This may be, but does not have to be, the same as the escrow agent. State the full name; i.e., "Nationwide Title Insurance Company".)

The date for the Close of Escrow can be picked as a date certain, or as a date dependent on another date or event. Complete the following depending upon your needs.

Date Certain. The date for the Close of Escrow shall be . (Insert a date)
Describe a linking event. Complete the sentence: The date for the Close of Escrow shall be the date which is .
(For example: "thirty days after the Contingency Date" OR "the later of thirty days after the Contingency Date or December 31, 2003" OR "the completion and opening to traffic of the public street between A Street and C Street, but in no event later than December 31, 2002. If such public street has not been completed and is open to traffic by such date, this Escrow shall be terminated, and the Deposit returned to Buyer".)

Seller, who shall deliver a copy of the report to Buyer no later than days after the Effective Date.
Buyer at its own discretion and expense.

Purchase Price, Deposit and Contingency Removal Method

Enter this same Purchase Price in numerical format: $. (I.e., "3,256,750")

The initial Earnest Money Deposit, in numerical format, is $.

The waiver of the Buyer's contingency matters can be either passive or active. Passive means that unless the Buyer gives written notice of disapproval, the contingencies are deemed waived, and on the Contingency Date the Deposit goes hard. Active means that the Buyer has to give written notice of waiver of the contingency matters, and if no written notice is given by the Contingency Date, the contingencies are deemed disapproved, the Escrow gets terminated and the Deposit returned to the Buyer.

For Buyer to perform its due diligence investigation of the Property, Buyer will need copies of documents that pertain to the Property. Sometimes these documents have already been provided to Buyer when the Purchase Agreement is signed: if not, then the parties normally give Seller a certain number of days in which to provide these documents. Complete the following:

All documents pertaining to the Property have already been provided to Buyer.
No later than days after the Effective Date, Seller will provide Buyer copies of all relevant documents pertaining to the Property that are in Seller's possession or control.

Physical Inspection of the Property

Buyer does not have to give Seller any notice prior to conducting any physical inspections of the Property.
Prior to entering onto the Property to conduct any inspections or studies, Buyer will give (I.e., "24 hours" OR "48 hours written") notice to Seller.

Buyer does not have to provide insurance prior to conducting any physical inspections of the Property.
Prior to entering onto the Property to conduct physical inspections, Buyer will obtain liability and property damage insurance with combined limits of at least $. (I.e., "1,000,000")

Reps and Warranties

Representations and warranties given by Seller to Buyer are always some of the most contentious issues in negotiating a purchase and sale contract. Obviously, the Seller prefers to give as few reps and warranties as possible, and the Buyer wants the Seller to give very broad reps and warranties, so that if there is a problem with the Property, or Seller's review documents contain inaccuracies that Buyer was not aware of and causes Buyer to incurr a loss or unanticipated mitigation expense, Buyer can seek recourse against the Seller for that loss.

Normally, if a Seller has owned a property for a long time, and/or has actually used that property, the Buyer can more easily demand greater reps and warranties. Conversely, if the Seller is "flipping" the property and has not owned the property for any period of time, the Seller will be uncomfortable and unwilling to give many or even any reps, and will try to place the burden on the Buyer to undertake careful inspection of the property, and to place all risk of Buyer's due diligence inspection onto the Buyer. Sometimes the Seller will not even guarantee that the Seller's own property disclosure documents are free of material defect or omission. Most often, however, the Seller and Buyer will come to some agreement in the middle, and the Seller will give most, if not all, the representations desired (especially if the Seller is extremely familiar with the property, and knows that its reps are true and correct).

These are the actual Reps and Warranties as they are worded in the agreement. As you are completing this part of the Questionnaire, open this page in a new browser window so you can review the actual wording of the representations as they will appear in the purchase agreement.

Set forth which of the following reps and warranties Seller will be required to make. "Yes" will insert the full reps wording shown on the reps and warranties page. Click "No" if Seller will not include that specific rep into the Purchase Agreement.

• No Hazardous Materials. That the Property is free of hazardous materials, and that no hazmat actions have been brought against the Property.
  Yes No

  Condition of Soils. That except as set forth in any soils report provided by Seller to Buyer as part of the Property Documents, no soils conditions exist which would make the construction of the Improvements unduly problematic.
  Yes No

  Agreements affecting the Property. Except as reflected in the Property Documents actually delivered to Buyer, there exist no committments or agreements with any agencies, public utilities, adjacent or other that affect the Property.
  Yes No

  No Defaults. Seller is not in default of any obligations that pertain to the Property.
  Yes No

  Condition of Property. Seller has no actual knowledge of any material conditions relating to the Property that are not reflected in the Property Documents delivered to Buyer.
  Yes No

  Actions or Violations. Seller has received no notice of any court or governmental agency actions, proceedings or investigations, etc. pending or threatened against the Property.
  Yes No

  Condemnation. Seller has received no notice of any pending or threatened condemnation proceedings.
  Yes No

  Environmental Restrictions. Seller has no knowledge of any environmental conditions, including but not limited to presence of any endangered species, vegetation or wetlands areas, that would make any portion of the Property subject to development restrictions.
  Yes No

  Liens and Claims of Possession. Buyer will take the Property free from all claims, including any claims for rights of possession, any easements and/or rights of way for private or public uses, other than as shown in the Review Documents and/or title policy.
  Yes No

  Contracts. As of the Close of Escrow, there will be in place no contracts that will be an obligation affecting the Property subsequent to the Closing, except for contracts entered into in the ordinary course of business that are not chargeable against Buyer, and are terminable without cause on thirty (30) days' notice without penalty or cancellation fee.
  Yes No

  Information Provided by Seller. All Property Documents and other documents and information delivered to or inspected by Buyer are originals or true copies, and Seller is aware of no material inaccuracy in or material misrepresentation set forth in those documents or information.
  Yes No

Brokers

Next, describe the brokerage relationships, if any, that either one or both of the parties has employed.

Is Seller represented by a broker?

No.
Yes, Seller has employed the services of (Enter the full name of the brokerage company), and Seller will pay the brokerage commissions of (Enter a dollar amount, i.e., "$75,000") or a percentage formula, i.e., "Six Percent of the Purchase Price").

Is Buyer represented by a broker?

No.
Yes, Buyer has employed the services of (Enter the full name of the brokerage company), who will be paid a brokerage commission as follows:

(Describe as follows: (i) Enter a dollar amount, i.e., "$30,000")
OR ( ii) a percentage formula, i.e., "Three Percent of the Purchase Price"
(iii) OR "Buyer's Broker will share Seller's Commission on an equal 50/50 basis").

Buyer's Commission will be paid by Seller Buyer.

Notices, Place of Signing

Notices:

Notices to all parties will be addressed as follows (NOTE: if you leave the field empty, a line will be inserted in the final document so you can enter the information at a later time.):




To Seller:	Street Address
	City, State, Zip
	attention to:
	telephone #
	fax #
To Buyer:	Street Address
	City, State, Zip
	attention to:
	telephone #
	fax #
To Escrow Agent:	Street Address
	City, State, Zip
	attention to:
	telephone #
	fax #

Signing Information:

This Agreement will be signed in the City of , State of .

This completes the information input for your Purchase Agreement - Unimproved Property. When you Send this Form, this program will prepare a Summary of the Purchase Agreement - Unimproved Property for your review. Make sure that all facts stated in the Summary are correct in all respects.




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