California Purchase and Sale Agreement Form
CALIFORNIA PURCHASE AND SALE AGREEMENT
by and among
|TABLE OF CONTENTS|
|Purchase and Sale|
Opening and Closing of Escrow
3. Purchase Price;
Deposit. …………………………………………………………………………………….. !
Title and Title Insurance
Due Diligence; Right Of Entry
Deposit of Documents and Funds in Escrow
Authorization to Record Documents and Disburse Funds
I 0. Default.
II. As Is; Release 5
Time is of the Essence
Successors and Assigns
No Third Party Beneficiary Rights
Assignment of Agreement
Compliance with Redevelopment Plan
Exhibit A Legal Description of the Grantor Parcel Exhibit B Form of Grant Deed
Exhibit C Certain Definitions
Exhibit D List of Environmental Documents
PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS
This PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS
“Agreement”) is dated as of , _______ (“the Effective Date”) and is entered into by and between “Buyer”) and the _______________________, (“Seller”).
Seller is the owner of and agrees to sell to Buyer __________________,California, more particularly described on Exhibit A attached hereto and made a part hereof, commonly known as ___________________ (APN ______________) together with all improvements thereon (collectively, the “Property”).
Buyer desires to purchase Property from Seller.
By this Agreement, Seller is agreeing to sell Property to Buyer, upon and subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the terms and conditions of this Agreement and for other valuable consideration, the receipt of which is hereby acknowledged, Buyer and Seller agree as follows:
Purchase and Sale. Subject to and in accordance with the terms and conditions hereinafter set forth, on the Close of Escrow (as herein defined), Seller agrees to sell Property to Buyer, and Buyer agrees to purchase the Property from Seller.
Opening and Closing of Escrow. Within five (5) business days after the Effective Date, the parties shall open an escrow (“Escrow”) with ___________ ( “Escrow Holder” and “Title Company”), ____________________, California ________, Attn: __________, Escrow Officer; Phone: (___) ___-____ Email: _ _ _ _ _ _ _ _ and shall deliver a copy of this fully executed Agreement to Escrow. “Close of Escrow” shall be the date that a grant deed for Property in favor of Buyer, is recorded in the Official Records of the
____________________. Close of Escrow shall occur on or before the date that is ten
(10) days after the expiration of the Due Diligence Period as defined in Section 5 below (“Outside Closing Date”).
Purchase Price; Deposit.
The purchase price for Property to be paid by Buyer IS the sum of
($ (” P u rc h a s e
Seller acknowledges having received the sum of
($ -_j from Buyer (the “Deposit”). On the Close of Escrow, the Deposit shall be applied toward the Purchase Price. In the event this Agreement is terminated by
Buyer under Section 5 below or as a result of a default by Seller, then the Deposit shall be
refunded to Buyer.
IF BUYER FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY AS HEREIN PROVIDED BY REASON OF DEFAULT OF BUYER, IT IS AGREED THAT THE DEPOSIT THEN HELD BY ESCROW HOLDER SHALL BE NON-REFUNDABLE AND SELLER SHALL BE ENTITLED TO SUCH DEPOSIT, WHICH AMOUNT SHALL BE ACCEPTED BY SELLER AS LIQUIDATED DAMAGES AND NOT AS A PENALTY AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY. IT IS AGREED THAT SAID AMOUNT CONSTITUTES A REASONABLE ESTIMATE OF THE DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTION 1671 ET SEQ. BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL OR IMPOSSIBLE TO PRESENTLY PREDICT WHAT MONETARY DAMAGES SELLER WOULD SUFFER UPON BUYER’S FAILURE TO COMPLETE ITS PURCHASE OF THE PROPERTY. BUYER DESIRES TO LIMIT THE MONETARY DAMAGES FOR WHICH IT MIGHT BE LIABLE HEREUNDER AND BUYER AND SELLER DESIRE TO AVOID THE COSTS AND DELAYS THEY WOULD INCUR IF A LAWSUIT WERE COMMENCED TO RECOVER DAMAGES OR OTHERWISE ENFORCE SELLER’S RIGHTS. IF FURTHER INSTRUCTIONS ARE REQUIRED BY ESCROW HOLDER TO EFFECTUATE THE TERMS OF THIS SECTION, BUYER AND SELLER AGREE TO EXECUTE THE SAME. THE PARTIES ACK! OWLEDGE THIS PROVISION BY PLACING THEIR INITIALS BELOW:
SELLER’S INITIALS BUYER’S INITIALS
Title and Title Insurance.
Buyer’s fee title to Property shall be insured at the Close of Escrow by an CLTA Standard Coverage Owner’s Policy of Title Insurance in the amount of the Purchase Price, issued by Title Company or, at the option of Buyer, an ALTA policy if Buyer performs an ALTA survey at Buyer’s cost during the Due Diligence Period and requires an ALTA Extended Coverage Owner’s Policy of Title Insurance (the “Title Policy”). The subject to the exceptions in the title report dated ______________ issued by Title Company under Order No. _________ (the “Permitted Title Exceptions”).
Seller shall not encumber or agree to sell Property to any other party during the period from EtTective Date to Close of Escrow or the date of the termination of this Agreement.
Due Diligence; Right Of Entry.
Buyer hereby acknowledges receipt of the document described on Exhibit “D”. Seller hereby grants Buyer and its agents, employees, contractors and subcontractors designated in writing by Buyer to Seller (collectively “Representatives”) the right to enter on the Property until the date that is ninety (90) days after the Ef. Tective Date (the “Due Diligence Period”) for the purpose of inspecting the physical condition of the Property, including soils and geological matters and toxic or hazardous substances and other contamination subject
to scheduling and coordination with the Seller. All such investigations shall be at Buyer’s expense. All work performed by Buyer and its Representatives will be performed diligently and in a manner consistent with the standards of care, diligence and skill