Purchase And Sale Agreement For Real Property

This Contract for the Purchase and Sale for real property (“Agreement”) is made by and between  {$Buyer} (“Buyer”), with a principal place of business at {$BuyerAddress}, and WSRE Georgia LLC, a Georgia Limited Liability Company with a primary residence of 1372 Peachtree St NE Atlanta, GA 30309 (“Seller”), to sell the real property described below including all fixtures, improvements and landscaping therein (“Property”) on the terms and conditions set forth in this Agreement

  1. PROPERTY DESCRIPTION

A certain parcel of land with the buildings thereon known as and numbered {$PropertyAddress}.

  1. BUILDINGS, STRUCTURES, IMPROVEMENTS, FIXTURES

Included, in the sale as part of said premises are the buildings, structures, and improvements now thereon, and the fixtures used in connection therewith including, if any, all wall-to-wall carpeting, drapery rods, automatic garage door openers, venetian blinds, window shades, screens, screen doors, storm windows and doors, awnings, shutters, furnaces, heaters, heating equipment, stoves, ranges, oil and gas burners and fixtures appurtenant thereto, hot water heaters, plumbing and bathroom fixtures, garbage disposers, electric and other lighting fixtures, mantels, outside television antennas, in-wall speakers, fences, gates, trees, shrubs, plants, and air conditioning equipment, ventilators, dishwashers, washing machine and dryer, refrigerator.

  1. PURCHASE PRICE

The agreed purchase price for said premises is {$PurchasePrice}, of which all will be paid at closing.

  1. CLOSING COSTS AND EARNEST MONEY DEPOSIT

  1. Earnest Money Deposit: The BUYER will pay One Thousand 00/100 Dollars ($1,000.00) as the earnest money deposit for this transaction.  At the acceptance of this contract the Earnest Money Deposit must be wire to Elite Law.
  2. Items Paid By BUYER: At closing, BUYER shall pay: (1) Georgia property transfer tax; (2) the cost to search title and tax records and prepare the warranty deed; and (3) all other costs, fees and charges to close this transaction, except as otherwise provided herein.
  3. Items Paid By SELLER: The SELLER shall pay the fees and costs of the closing attorney: (1) to prepare and record title curative documents and (2) for SELLER not attending the closing in person, if SELLER so chooses.
  4. Prorations: Ad valorem property taxes, community association fees, solid waste and governmental fees and utility bills for which service cannot be terminated as of the date of closing shall be prorated as of the date of closing. In the event ad valorem property taxes are based upon an estimated tax bill or tax bill under appeal, BUYER and SELLER shall, upon the issuance of the actual tax bill or the appeal being resolved, promptly make such financial adjustments between themselves as are necessary to correctly prorate the tax bill. In the event there are tax savings resulting from a tax appeal, third party costs to handle the appeal may be deducted from the savings for that tax year before re-prorating. Any pending tax appeal shall be deemed assigned to BUYER at closing

  1. TITLE DEED

Said premises are to be conveyed by a good and sufficient warranty deed running to the BUYER, or to the nominee designated by the BUYER by written notice to the SELLER at least seven days before the deed is to be delivered as herein provided, and said deed shall convey a good and clear record and marketable title subject to:

  1. Provisions of existing building and zoning laws;
  2. General utility, sewer, and drainage easements of record as of the Binding Agreement Date and upon which the encroachments do not encroach;
  3. declarations of condominium and declarations of covenants, easements, conditions and restrictions of record on the Binding Agreement Date; and
  4. declarations of condominium and declarations of covenants, conditions and restrictions of record on the Binding Agreement Date; and

  1. CLOSING; TIME FOR PERFORMANCE

Closing shall occur on the {$ClosingDate}.  SELLER shall retain possession of the property through time of closing.  It is agreed that time is of the essence of this agreement.

BUYER may examine title and furnish SELLER with a written statement of title objections at or prior to the closing. If SELLER fails or is unable to satisfy valid title objections at or prior to the closing or any unilateral extension thereof, which would prevent the SELLER from conveying good and marketable title to the Property, then BUYER, among its other remedies, may terminate the Agreement without penalty upon written notice to SELLER. Good and marketable title as used herein shall mean title which a title insurance company licensed to do business in Georgia will insure at its regular rates, subject only to standard exceptions.

  1. CLOSING ATTORNEY

The parties agree and acknowledge that BUYER shall be represented by the law firm of Elite Law duly licensed and authorized to transact business and provide legal services in the State of Georgia.  The parties agree that Elite Law shall be the settling agent/closing attorney for this transaction.  SELLER shall have the full right to be represented by an attorney of its choosing.

  1. POSSESSION AND CONDITION OF PREMISES

Full possession of said premises free of all tenants and occupants, is to be delivered at the time of the delivery of the deed, said premises to be then (a) in the same condition as they now are, reasonable use and wear thereof excepted subject to the requirements of Paragraphs 23 and 24 below, and (b) not in violation of said building and zoning laws; and (c) in compliance with provisions of any instrument referred to in clause 4 hereof.  The BUYER shall be entitled personally to inspect said premises prior to the delivery of the deed in order to determine whether the condition hereof complies with the terms of this clause.

  1. INSPECTION
  2. Right to Inspect Property: BUYER and/or BUYER’s representatives shall have the right to enter the Property at BUYER’s expense and at reasonable times (including immediately prior to closing) to inspect, examine, test, appraise and survey Property. SELLER shall cause all utilities, systems and equipment to be on so that BUYER may complete all inspections. BUYER agrees to hold SELLER and any Brokers harmless from all claims, injuries and damages relating to the exercise of these rights.
  3. Duty to Inspect Neighborhood: BUYER shall have the sole duty to become familiar with neighborhood conditions that could affect the Property such as landfills, quarries, power lines, airports, cemeteries, prisons, stadiums, odor and noise producing activities, crime and school, land use, government and transportation maps and plans. It shall be BUYER’s sole duty to become familiar with neighborhood conditions of concern to BUYER. If BUYER is concerned about the possibility of a registered sex offender residing in a neighborhood in which BUYER is interested, BUYER should review the Georgia Violent Sex Offender Registry available on the Georgia Bureau of Investigation Website atgeorgia.gov.

  1. PREMISES BEING SOLD AS IS

Subject to the provisions of Section10 herein, BUYER acknowledges they are buying the premises in an “as is” condition as of the date hereof subject to the terms and conditions of this Agreement and that they have fully and completely inspected the premises, are satisfied with the condition of the premises.  SELLER has made no warranties or representations on which the BUYER has relied with respect to the premises, and BUYER agrees to accept the Premises in “AS IS” and “WHERE IS” condition based solely upon BUYER’S own inspection of the Premises.

  1. DUE DILIGENCE PERIOD

BUYER shall be entitled to a 5 day Due Diligence Period, the inclusion of which herein shall: (a) during its term make this Agreement an option contract in which BUYER may decide to proceed or not proceed with the purchase of the Property for any or no reason; and (b) be an acknowledgement by SELLER that BUYER has paid separate valuable consideration of $10 for the granting of the option.

During the Due Diligence Period, BUYER shall determine whether or not to exercise BUYER’s option to proceed or not proceed with the purchase of the Property. If BUYER has concerns with the Property, BUYER may, during the Due Diligence Period, seek to negotiate an amendment to this Agreement to address such concerns.

BUYER shall have elected to exercise BUYER’s option to purchase the Property, unless prior to the end of any Due Diligence Period, BUYER notifies SELLER of BUYER’s decision not to proceed by delivering to SELLER a notice of termination of this Agreement. In the event BUYER does not terminate this Agreement prior to the end of the Due Diligence Period, then: (a) BUYER shall have accepted the Property “as-is” subject to the terms of this Agreement; and (b) BUYER shall no longer have any right to terminate this Agreement based upon the Due Diligence Period.

  1.  

Notwithstanding any other provision to the contrary contained herein, BUYER shall have the right to terminate this Agreement upon notice to SELLER if a new survey of the Property performed by a licensed Georgia surveyor is obtained that is materially different from any survey of the Property provided by SELLER and attached hereto as an exhibit. The term “materially different” shall not apply to any improvements or repairs constructed by SELLER in their agreed-upon locations subsequent to Binding Date Agreement. Matters revealed in any survey, including a survey attached hereto may be raised by BUYER as title objections.

  1. RIGHT TO EXTEND CLOSING DATE.

BUYER or SELLER may unilaterally extend the closing date for eight (8) days upon notice to the other party given prior to or on the date of closing if: (1) SELLER cannot satisfy valid title objections (excluding title objections that: (a) can be satisfied through the payment of money or by bonding off the same; and (b) do not prevent SELLER from conveying good and marketable title, as that term is defined herein, to the Property); (2) BUYER’s mortgage lender, if any, (including in “all cash” transactions) or the closing agent cannot fulfill their respective obligations by the date of closing, provided that the delay is not caused by BUYER; or (3) BUYER has not received required estimates or disclosures and BUYER is prohibited from closing under federal regulations. The party unilaterally extending the closing date shall state the basis for the delay in the notice of extension. If the right to unilaterally extend the closing date is exercised once by either the BUYER or SELLER, the right shall thereafter terminate.

  1. EXTENSION TO PERFECT TITLE OR MAKE PREMISES CONFORM.

If the SELLER shall be unable to give title or to make conveyance, or to deliver possession of the premises, all as herein stipulated, or if at the time of the delivery of the deed the premises do not conform with the provisions hereof, then the SELLER shall use reasonable efforts to remove any defects in title, or to deliver possession as provided herein, or to make the said premises conform to the provisions hereof, as the case may be, in which event the SELLER shall give written notice thereof to the BUYER at or before the time for performance hereunder, and thereupon the time of performance hereof shall be extended for a period of up to thirty days.  This extension shall be for such shorter period of time than the thirty (30) days referred to as may be necessary to cure such defect or otherwise make the Premises conform to the provisions of the Agreement.  SELLER and BUYER agree to cooperate in regard to setting a mutually acceptable extended date of closing.

  1. FAILURE TO PERFECT TITLE OR MAKE PREMISES CONFORM, ETC.

If at the expiration of the extended time, under Section 9 herein, the SELLER shall have failed to remove any defects in title, deliver possession, or make the premises conform, as the case may be, all as herein agreed, or if at any time during the period of this agreement or any extension thereof, the holder of a mortgage on said premises shall refuse to permit the insurance proceeds, if any, to be used for such purposes, then any payments made under this agreement shall be forthwith refunded and all other obligations of the parties hereto shall cease and this agreement shall be void without recourse to the parties hereto.

  1. BUYER’S ELECTION TO ACCEPT TITLE

The BUYER shall have the election, at either the original or any extended time for performance, to accept such title as the SELLER can deliver to the said premises in their then condition and to pay therefore the purchase price without deduction, in which case the SELLER shall convey such title, except that in the event of such conveyance in accord with the provisions of this clause, if the said premises shall have been damaged by fire or casualty insured against, then the SELLER shall, unless the SELLER has previously restored the premises to their former condition, either (a)  pay over or assign to the BUYER, on delivery of the deed, all amounts recovered or recoverable on account of such insurance, less any amounts reasonably expended by the SELLER for any partial restoration, or (b)  if a holder of a mortgage on said premises shall not permit the insurance proceeds or a part thereof to be used to restore the said premises to their former condition or to be so paid over or assigned, give to the BUYER a credit against the purchase price, on delivery of the deed, equal to said amounts so recovered or recoverable and retained by the holder of the said mortgage less any amounts reasonable expended by the SELLER for any partial restoration.

  1. ACCEPTANCE OF DEED

The acceptance and recording of a deed by the BUYER shall be deemed to be a full performance and discharge of every agreement and obligation herein contained or expresses, except such as are, by the terms hereof, to be performed after the delivery of said deed.

  1. TITLE

Notwithstanding anything herein contained, the premises shall not be considered to be in compliance with the provisions of this Agreement with respect to title unless:

  1. All structures and improvements, including but not limited to any driveway(s), garage(s), and all means of access to the premises shall be wholly within the boundary lines of the premises and shall not encroach upon or under any property not within such boundary lines, unless under recorded easement;
  2. No building, structure, improvement, property, right of way or easement of any kind except for Article 5 above, belonging to any other person or entity encroaches upon or under the premises from other premises, unless under recorded easement;
  3. The Premises shall abut a public way or a private way to which BUYER shall have both pedestrian and vehicular access, and if a private way, that record rights exist to travel to and from and to bring utility lines to a public way and such private way in turn has satisfactory access to a public way; which public way is duly laid out or accepted as such by the Town;
  4. Title to the premises is insurable, for the benefit of the BUYER, by a title insurance company, in a fee owner’s policy of title insurance at normal premium rates, in the American Land Title Association form currently in use, subject only to those printed exceptions to title normally included in the jacket to such form or policy and the provisions of Article 5 above.

  1. BUYER’S WARRANTIES AND REPRESENTATIONS

The BUYER acknowledges that the BUYER has not been influenced to enter into this transaction nor has he relied upon any warranties or representations not set forth or incorporated in this agreement or previously made in writing

  1. SELLER REPRESENTATIONS

SELLER to the best of SELLER’S knowledge represents to BUYER the following:

(a)        SELLER has the legal right, power and authority to enter into this Agreement and to perform all of its obligations hereunder;

(b)        There are no tenancies, occupancies or licenses in or to the property;

(c)        SELLER has not commenced nor has SELLER received notice of the commencement of any proceeding which would affect the present zoning classification of the property.  SELLER will not initiate any such proceeding and will promptly notify BUYER if SELLER receives notice of any such proceeding commenced by third parties;

(d)       There are no agreements or contracts affecting any of the property or any use of the property that would not be terminable by will by BUYER without penalty from and after the closing;

(e)        There is no notice, suit, order, decree, claim, writ, injunction or judgment relating to material violations of any laws, ordinances, codes, regulations or other requirements with respect to the property (or any portion thereof) in, of or by any court or governmental authority having jurisdiction over the property;

(f)        There are no suits, actions or proceedings pending or threatened against SELLERS, including any bankruptcy proceeding, materially affecting the property or SELLER’S right or power to consummate the transaction contemplated by this agreement before any court or administrative agency or office that will not be removed simultaneously with the delivery of the deed;

(g)        There is no condemnation proceeding pending or threatened against any portion of the property;

(h).       At closing the proceeds of this sale shall be adequate to satisfy all of SELLER’s outstanding obligations against the Premises;

(i).        Other than reasonable quantity of normal household products, SELLER has not released any toxic or hazardous substances on the Premises

All of SELLER’S representations under this Agreement, if any, are to the SELLER’S actual knowledge, and without conducting any independent investigation or inquiry and are not intended to imply or create any obligation for the SELLER to take additional actions or more further inquiry with regard to any topics contained within this Agreement or elsewhere, including but not limited to, documents, to be executed in conjunction with the Closing;  furthermore, it is acknowledged and agreed by the Parties that any such representations shall not constitute a representation or warranty against the existence of such conditions about which SELLER has no knowledge, nor a representation or warranty against the discovery or occurrence of such conditions after the Closing.

  1. RISK OF DAMAGE TO PROPERTY

SELLER warrants that at the time of closing the Property and all items remaining with the Property, if any, will be in substantially the same condition (including conditions disclosed in the SELLER’s Property Disclosure Statement) as on the Binding Agreement Date, except for changes made to the condition of Property pursuant to the written agreement of BUYER and SELLER. SELLER shall deliver Property clean and free of trash and debris at time of possession. Notwithstanding the above, if the Property is destroyed or substantially damaged prior to closing, SELLER shall promptly give notice to BUYER of the same and provide BUYER with whatever information SELLER has regarding the availability of insurance and the disposition of any insurance claim. BUYER or SELLER may terminate this Agreement not later than fourteen (14) days from receipt of the above notice. If BUYER or SELLER do not terminate this Agreement, SELLER shall cause Property to be restored to substantially the same condition as on the Binding Agreement Date. The date of closing shall be extended until the earlier of one year from the original date of closing, or seven (7) days from the date that Property has been restored to substantially the same condition as on the Binding Agreement Date and a new certificate of occupancy (if required) is issued.  All risk of loss shall remain with SELLER until the deed is recorded.

  1. LEAD PAINT NOTIFICATION AND DISCLOSURE.

The BUYER acknowledges that SELLER has complied with the requirements of 42 USCA §§4851-56, relative to the possible presence of lead paint in the premises. BUYER acknowledges having been verbally informed of the possible presence of dangerous levels of lead in the premises and of the provisions of the lead paint statute, and the regulations promulgated thereunder, and acknowledge receipt from SELLER of a Georgia Lead Paint Disclosure Form, and further acknowledges being informed by SELLER about the availability of inspections for dangerous levels of lead.  BUYER hereby waives any such right to inspect the premises for the presence of lead and hereby releases SELLER from liability for any damages, costs, or expenses BUYER incurs as a result of the presence of lead in the premises or in the soil surrounding the premises.  The provisions of this paragraph shall survive delivery of the deed hereunder.

  1. CONTRACTS, WARRANTIES, ETC.

At the Closing and subject to the recording of the deed, SELLER shall assign and transfer to BUYER, any and all service contracts, warranties and/or guarantees, termite treatments, and/or repair guarantees and/or other similar warranties, if any, covering any and all systems, fixtures, equipment, appliances, if the same, by their terms, are transferable to BUYER.  After recording of the deed and the release of SELLER’s proceeds, SELLER will also provide BUYER with all keys, automatic garage door openers, if any, and with all manuals and other information in SELLER’s possession and control regarding any and all systems, fixtures, equipment and appliances used in connection with the Premises at the time of the recording of the Deed.  It is understood that SELLER will provide the manuals and other documentation as an accommodation to BUYER, and it is not a condition of Closing.

  1. PREMISES TO BE CLEAN

Notwithstanding any other provisions of this Agreement regarding the conditions of said Premises, at the time of the delivery of the deed hereunder, the Premises shall be free of all SELLER’s possessions (except for those items being conveyed with the Premises as provided in this Agreement) and all appliances and systems shall be in the same working order at the Closing as they were at the time of BUYER’s inspection, reasonable wear and tear excepted, and all areas of the Premises, including, without limitation, basement, crawl spaces, under-porch/deck areas, shed(s), yards and garage shall be delivered free of all excess/unusable building materials such as lumber, insulation, and the like, paints (except matching existing colors), solvents, chemicals, debris, waste and personal property (except for those items being conveyed with the Premises as provided in this Agreement).

  1. MAINTENANCE OF PREMISES

Between the date of the signing of this Agreement and the Closing, SELLER shall maintain and/or service the Premises and its appurtenances at substantially the same level of effort and expense as the SELLER has maintained and/or serviced the Premises for the SELLER’s own account prior to the date of this Agreement.  SELLER shall not be responsible for typical and natural losses to the grounds of the Premises including any loss of tree limbs and other landscaping by natural causes, including but not limited to disease, insects, storms, drought, flood, and the like, and water usage bans.

  1. LEGAL COUNSEL

BUYER and SELLER hereby acknowledge that they have been offered the opportunity to seek and confer with qualified legal counsel of their choice prior to signing this Agreement.

  1. NOTICE

  1. All notices given hereunder shall be in writing, legible and signed by the party giving the notice. In the event of a dispute regarding notice, the burden shall be on the party giving notice to prove delivery. The requirements of this notice paragraph shall apply even prior to this Agreement becoming binding. Notices shall only be delivered: (1) in person; (2) by courier, overnight delivery service or by certified or registered U.S. mail (hereinafter collectively “Delivery Service”); or (3) by e-mail or facsimile. The person delivering or sending the written notice signed by a party may be someone other than that party.
  2. Delivery of Notice: A notice to a party shall be deemed to have been delivered and received upon the earliest of the following to occur: (1) the actual receipt of the written notice by a party; (2) in the case of delivery by a Delivery Service, when the written notice is delivered to an address of a party set forth herein (or subsequently provided by the party following the notice provisions herein), provided that a record of the delivery is created; (3) in the case of delivery electronically, on the date and time the written notice is electronically sent to an e-mail address or facsimile number of a party herein (or subsequently provided by the party following the notice provisions herein). Notice to a party shall not be effective unless the written notice is sent to an address, facsimile number or e-mail address of the party set forth herein (or subsequently provided by the party following the notice provisions herein).

  1. AGREEMENT NOT TO BE RECORDED.

This Agreement is not to be recorded or filed in any registry of deeds or other public filing office, and such recording or filing of the same by the BUYER shall constitute an act of default hereunder.  In the event of such recording or filing, the SELLER may, at their option, elect to terminate this Agreement by recording or filing a statement of such election in the registry of deeds or other public office where this Agreement may have been recorded or filed by or on behalf of the BUYER.

  1. CONSTRUCTION OF AGREEMENT

This instrument, executed in multiple counterparts, is to be construed as a Georgia contract, is to take effect as a sealed instrument, sets forth the entire contract between the parties and shall supersede any and all prior written and verbal agreements and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, devisees, executors, administrators, successors and assigns, and may be canceled, modified or amended only by a written instrument executed by both the SELLER and the BUYER or their Attorneys.  No representation, promise or inducement not included in this Agreement shall be binding upon any party hereto.  No provision herein, by virtue of the party who drafted it, shall be interpreted less favorably against one party than another.  If two or more persons are named herein as BUYER their obligations hereunder shall be joint and several.  The captions and marginal notes are used only as a matter of convenience and are not to be considered a part of this agreement or to be used in determining the intent of the parties to it.

  1. COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original.  Said counterparts shall constitute but one of the same instrument and shall be binding upon each of the undersigned individually as fully and completely as if all had signed but one instrument.  Facsimile signatures shall be deemed originals for purposes hereof and the fact that BUYER and SELLER may sign separate signature pages shall not affect the validity of this Agreement.  The Parties agree that this Purchase & Sale Agreement shall be the complete terms of the agreement of the Parties.

  1. MISCELLANEOUS PROVISIONS.

  1. Survival of Agreement: The following shall survive the closing of this Agreement: (1) the obligation of a party to pay a real estate commission; (2) any warranty of title; (3) all representations of SELLER regarding the Property; and (4) any obligations which the parties herein agree shall survive the closing or may be performed or fulfilled after the closing.
  2. Time of Essence: Time is of the essence of this Agreement.
  3. Terminology: As the context may require in this Agreement: (1) the singular shall mean the plural and vice versa; and (2) all pronouns shall mean and include the person, entity, firm, or corporation to which they relate. The letters “N.A.” or “N/A”, if used in this Agreement, shall mean “Not Applicable”, except where the context would indicate otherwise.
  4. Binding Agreement Date: The Binding Agreement Date shall be the date when a party to this transaction who has accepted an offer or counteroffer to buy or sell real property delivers notice of that acceptance to the party who made the offer or counteroffer in accordance with the Notices section the Agreement. Notice of the Binding Agreement Date may be delivered by either party to the other party. If notice of accurate Binding Agreement Date is delivered, the party receiving notice shall sign the same and immediately return it to the other party.
  5. Duty to Cooperate: All parties agree to do all things reasonably necessary to timely and in good faith fulfill the terms of this Agreement. BUYER and SELLER shall execute and deliver such certifications, affidavits, and statements required by law or reasonably requested by the closing attorney, mortgage lender and/or the title insurance company to meet their respective requirements.
  6. Electronic Signatures: For all purposes herein, an electronic or facsimile signature shall be deemed the same as an original signature; provided, however, that all parties agree to promptly re-execute a conformed copy of this Agreement with original signatures if requested to do so by, the BUYER’s mortgage lender or the other party.
  7. Extension of Deadlines: No time deadline under this Agreement shall be extended by virtue of it falling on a Saturday, Sunday or federal holiday except for the date of closing. 
 

It is recommended that you print a copy of this Agreement for future reference.