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Purchase and Sale Agreement - Musser Bros. Auctioneers

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REAL ESTATE PURCHASE AND SALE AGREEMENT<br />

This is a legal document; please read it carefully<br />

Kennewick, Washington June 27, 2009<br />

Received from____________________________________________________ (Buyer<br />

the sum of _______________________________________________________Dollars<br />

in the form of check(s) for $______________________________which must be<br />

bankable the following business day, however Broker reserves the right to deposit the<br />

funds no later than 10 days after mutual acceptance of this agreement. Funds will be<br />

deposited with CASCADE TITLE COMPANY by the Broker or by the Buyer. The earnest<br />

money will be applied as a credit to Buyer on the closing of the following described real<br />

estate, which Buyer agrees to buy <strong>and</strong> Seller agrees to sell, located in Benton County,<br />

Washington, legally described as follows:<br />

See Attached Legal Description Addendum<br />

commonly described as: 105206 E 1045 PR SE, Kennewick, WA<br />

AGENCY DISCLOSURE: At the signing of this <strong>Agreement</strong> the selling agent, Real<br />

Estate Auction Consultants & <strong>Musser</strong> <strong>Bros</strong>. Inc., represented Seller. Each party signing<br />

this document confirms that prior oral <strong>and</strong>/or written disclosure of agency was provided<br />

him/her in this transaction. Each party confirms that he/she has received <strong>and</strong> reviewed<br />

a pamphlet entitled, "The Law of Real Estate Agency."<br />

PURCHASE PRICE: The total price is:<br />

Bid Price $___________________________<br />

Buyer’s Premium (10% of Bid Price) $___________________________<br />

Final <strong>Sale</strong>s Price $___________________________<br />

1) METHOD OF PAYMENT: All cash at closing<br />

Real Estate <strong>Purchase</strong> <strong>and</strong> <strong>Sale</strong> <strong>Agreement</strong> Page 1 of 8


2) BUYER'S REPRESENTATION: Buyer represents that Buyer has sufficient funds<br />

available to close this sale in accordance with this <strong>Agreement</strong> <strong>and</strong> is not relying on<br />

any contingent source of funds unless otherwise set forth in this <strong>Agreement</strong>.<br />

3) TITLE: Prior to bidding at the auction, Seller has provided a commitment to issue<br />

an owner’s policy of title insurance for Buyer’s review. Buyer will be purchasing<br />

the property free <strong>and</strong> clear of liens <strong>and</strong> in its current status as reflected in said<br />

commitment which has either been available prior to the auction or is available at<br />

the auction. Seller, at Seller’s expense, shall furnish Buyer with a st<strong>and</strong>ard title<br />

Insurance Commitment (“Title Commitment”) in the customary form with limits not<br />

less than the <strong>Purchase</strong> Price showing title to the Property in the name of Seller,<br />

subject to the following permitted exceptions: (i) rights or claims of parties in<br />

possession not shown by the public records; (ii) easements or claims of<br />

easements not shown by the public records; (iii) encroachments, overlaps,<br />

boundary line disputes or other matters which would be disclosed by an accurate<br />

survey or inspection of the Property; (iv) any lien or right of lien for services, labor<br />

or material heretofore or hereinafter furnished, imposed by law <strong>and</strong> not shown by<br />

the public record; (v) taxes or special assessments which are not shown as<br />

existing liens; (vi) any water, mineral or other rights already granted or reserved by<br />

other parties, including but not limited to any mineral leases; (vii) the rights of any<br />

current tenants in possession of the Property; <strong>and</strong> (viii) such easements,<br />

covenants, restrictions, conditions <strong>and</strong> other matters, if any, identified in the Title<br />

Commitment.<br />

4) CONVEYANCE: If this <strong>Agreement</strong> provides for a cash sale, title shall be conveyed<br />

by Warranty Deed free of encumbrances <strong>and</strong> defects except those included in this<br />

<strong>Agreement</strong> or otherwise acceptable to Buyer.<br />

5) UTILITIES: Seller makes no representation as to the availability of utility services.<br />

6) CLOSING COSTS AND PRORATIONS: Seller shall pay all customary <strong>and</strong> usual<br />

closing costs paid by Sellers of Real Estate in Benton County, Washington,<br />

including title insurance premiums, excise tax, one-half of document preparation,<br />

one-half of the escrow fees, real estate commission, <strong>and</strong> pro-ratable items. Buyer<br />

shall pay all customary <strong>and</strong> usual closing costs paid by Buyers of Real Estate in<br />

Benton County, Washington, including recording fees, one-half of document<br />

preparation, one-half of escrow fees, sales or use tax, if any, <strong>and</strong> pro-ratable<br />

items. This sale shall be closed no later than August 12, 2009 by CASCADE<br />

TITLE COMPANY located in Kennewick, Washington. "Closing" means the date on<br />

which all documents are recorded <strong>and</strong> the sale proceeds are available for<br />

disbursement to Seller. Buyer <strong>and</strong> Seller shall deposit with closing agent all<br />

documents <strong>and</strong> monies required to complete this sale in accordance with this<br />

<strong>Agreement</strong>.<br />

7) POSSESSION: Buyer shall be entitled to possession on closing.<br />

Real Estate <strong>Purchase</strong> <strong>and</strong> <strong>Sale</strong> <strong>Agreement</strong> Page 2 of 8


8) ASSIGNMENT: Buyer's rights under this <strong>Agreement</strong> may not be assigned by<br />

Buyer without Seller’s prior written consent, which consent shall not be<br />

unreasonably withheld.<br />

9) FIRPTA COMPLIANCE: Seller <strong>and</strong> Buyer agree to comply with FIRPTA, if<br />

applicable.<br />

10) NOTICES: Unless otherwise specified in this <strong>Agreement</strong>, any <strong>and</strong> all notices<br />

required to be given under this <strong>Agreement</strong> must be given in writing. Notices to<br />

Seller must be signed by at least one Buyer <strong>and</strong> shall be deemed to be given<br />

when actually received by or at the office of the Seller. Notices to Buyer must be<br />

signed by at least one Seller <strong>and</strong> shall be deemed to be given when actually<br />

received by or at the residence of Buyer, or by or at the office of Selling Broker.<br />

Both parties must keep Broker advised of their whereabouts. Broker has no<br />

responsibility for notices beyond calling the party or delivering the notice to the<br />

party's last known address.<br />

11) COMPUTATION OF TIME: Unless otherwise expressly specified herein, any<br />

period of time specified in this <strong>Agreement</strong> shall expire at 4:00 p.m. of the last<br />

calendar day of the specified period of time, unless the last day is Saturday,<br />

Sunday or a legal holiday, as prescribed in RCW 1.16.050, in which event the<br />

specified period of time shall expire at 9:00 pm. of the next business day. Any<br />

specified period of seven (7) days or less shall include business days only.<br />

12) DEFAULT/TERMINATION: If a dispute should arise regarding the disbursement of<br />

any earnest money, the party holding the earnest money may interplead the funds<br />

into court. Furthermore, if Seller defaults, <strong>Purchase</strong>r may seek specific performance<br />

or damages. However, the Seller’s remedy shall be limited as follows:<br />

In the event the <strong>Purchase</strong>r fails, without legal excuse, to complete the<br />

purchase of the property, the earnest money deposit made by the <strong>Purchase</strong>r<br />

shall be forfeited to the Seller as the sole <strong>and</strong> exclusive remedy available to<br />

the Seller for such failure. Provided, if the earnest money deposited exceeds<br />

five percent (5%) of the sale price, Seller may retain as liquidated damages<br />

<strong>and</strong> as Seller’s sole remedy earnest money equaling only five percent (5%)<br />

of the purchase price; <strong>and</strong> any additional earnest money shall be refunded to<br />

<strong>Purchase</strong>r.<br />

<strong>Purchase</strong>r’s Initials:<br />

Initials:<br />

Seller’s<br />

/ /<br />

Real Estate <strong>Purchase</strong> <strong>and</strong> <strong>Sale</strong> <strong>Agreement</strong> Page 3 of 8


13) GENERAL PROVISIONS: Time is of the essence. There are no verbal<br />

agreements which modify this <strong>Agreement</strong>. This <strong>Agreement</strong> constitutes the full<br />

underst<strong>and</strong>ing between Seller <strong>and</strong> Buyer. Buyer has personally observed the<br />

property <strong>and</strong> has reached Buyer’s own conclusion as to the adequacy <strong>and</strong><br />

acceptability of the property based upon such personal inspection. Unless<br />

otherwise expressly specified herein, square footage, dimensions <strong>and</strong>/or<br />

boundaries used in marketing the property are understood to be approximations<br />

<strong>and</strong> are not intended to be relied upon to determine the fitness or value of the<br />

property. Buyer is purchasing property described as a legal description. Neither<br />

Seller nor Broker make any representation as to the number of acres in the legal<br />

description.<br />

14) LEGAL AND TAX IMPLICATIONS: This <strong>Agreement</strong> affects your legal rights <strong>and</strong><br />

obligations <strong>and</strong> will have tax implications, Agents are not permitted to give legal or<br />

tax advice. If you have any questions regarding this <strong>Agreement</strong> <strong>and</strong> the<br />

addendums, attachments or other related documents, you should consult an<br />

attorney or tax advisor. Further, if a dispute arises regarding this transaction, the<br />

prevailing party(ies) (i.e., Buyer, Seller or Broker) shall recover costs <strong>and</strong><br />

reasonable attorney’s fees, including those for appeals <strong>and</strong> the venue shall be in<br />

Benton County, Washington.<br />

15) FACSIMILE TRANSMISSION/COUNTERPARTS: Facsimile transmissions of any<br />

signed original document <strong>and</strong> retransmission of any signed transmission shall be<br />

the same as transmission of any original. At the request of either party or closing<br />

agent, the parties will confirm facsimile transmitted signatures by signing the<br />

original document. This <strong>Agreement</strong> may be executed in counterparts which shall<br />

have the same legal effect as if the signatures were contained all on one<br />

document.<br />

16) AS-IS/WHERE-IS SALE: SELLER makes no representations or warranties of any<br />

kind whatsoever to PURCHASER, except as expressly set forth in this <strong>Agreement</strong>.<br />

Without limitation to the generality of the foregoing, PURCHASER acknowledges<br />

<strong>and</strong> agrees as follows:<br />

1) That the property is to be conveyed by SELLER to PURCHASER in “AS-IS/<br />

WHERE-IS” condition, with any <strong>and</strong> all faults. PURCHASER acknowledges<br />

that the unconditional “as-is” nature of this transaction is a material inducement<br />

to SELLER to enter into this <strong>Agreement</strong> <strong>and</strong> to sell the property to<br />

PURCHASER at the purchase price <strong>and</strong> upon the other terms <strong>and</strong> conditions<br />

set forth herein.<br />

Real Estate <strong>Purchase</strong> <strong>and</strong> <strong>Sale</strong> <strong>Agreement</strong> Page 4 of 8


2) That except as specifically set forth in this <strong>Agreement</strong>, SELLER has not made,<br />

does not hereby make, <strong>and</strong> shall not make <strong>and</strong> expressly disclaims any<br />

representations, warranties, promises, covenants, agreements or guaranties of<br />

any kind or nature whatsoever, whether express or implied, oral or written,<br />

past or present, with respect to the property, including but not limited to the<br />

following: (1) the nature, quality or condition of the soil, water rights, water (if<br />

any) or geology of the property, (2) existing conditions of the property for any<br />

particular purpose of development potential, (3) any income to be derived from<br />

the property, (4) the suitability of the property for any <strong>and</strong> all activities <strong>and</strong> uses<br />

which PURCHASER or any other party may conduct thereon, (5) the<br />

compliance of the property with any laws, rules, ordinances, covenants,<br />

conditions or restrictions of any governmental authority or any other person, (6)<br />

the habitability, merchantability or fitness of the property for any purpose, (7)<br />

the design of any improvements located on the property, (8) the nature or<br />

quality of construction, structural design, <strong>and</strong>/or engineering of such<br />

improvements, (9) the quality of labor <strong>and</strong>/or materials (including the<br />

composition thereof) used in such improvements, (10) the condition of the<br />

property with respect to any materials or substances which may now or<br />

hereafter be considered by any governmental authority or any other person to<br />

be dangerous, explosive, flammable, infectious or otherwise hazardous, <strong>and</strong>/or<br />

(11) any other matters with respect to the property. The disclaimer made in<br />

respect to solid waste, as defined by the United States Environmental<br />

Protection Agency regulations at 40 CFR Part 261 <strong>and</strong>/or the disposal of solid<br />

waste; <strong>and</strong> the existence of any hazardous substance as defined by the<br />

Comprehensive Environmental Response Compensation <strong>and</strong> Liability Act of<br />

1980, as amended, <strong>and</strong> the regulations promulgated there under, as well as<br />

any comparable state or local laws, ordinances, rules or regulations.<br />

3) PURCHASER hereby acknowledges <strong>and</strong> agrees that PURCHASER has been<br />

given the opportunity to inspect the property as PURCHASER sees fit, <strong>and</strong><br />

PURCHASER shall rely solely on such investigations <strong>and</strong> on such explicit<br />

representations or warranties as SELLER may make in this <strong>Agreement</strong> <strong>and</strong> not<br />

on any other information furnished by SELLER in making PURCHASER’S<br />

decision to purchase or not to purchase the property.<br />

Real Estate <strong>Purchase</strong> <strong>and</strong> <strong>Sale</strong> <strong>Agreement</strong> Page 5 of 8


4) Except for such rights of PURCHASER as result from SELLER’S explicit<br />

representations or contractual obligations hereunder, from <strong>and</strong> after the<br />

closing, PURCHASER hereby assumes all risks associated with ownership of<br />

the property <strong>and</strong> any defects that may be located thereon or associated<br />

therewith of any type or nature whatsoever, <strong>and</strong> PURCHASER shall be solely<br />

responsible for <strong>and</strong> shall indemnify, protect, defend <strong>and</strong> hold SELLER harmless<br />

from, all costs (including attorneys’ fees <strong>and</strong> court costs), expenses <strong>and</strong> all<br />

other claims, dem<strong>and</strong>s, costs, expenses, causes of action or other matters<br />

incurred in or associated with such ownership <strong>and</strong> with the presence, removal<br />

or repair of any such defect; provided, however, the indemnity of PURCHASER<br />

as set forth in this Section shall not extend to any third party claims brought<br />

directly against SELLER as a result of an event which occurred prior to the<br />

closing date.<br />

17) PROPERTY CONDITION DISCLOSURE REPORT: <strong>Purchase</strong>r acknowledges<br />

receipt of a disclosure statement prepared pursuant to RCW 64.06. <strong>Purchase</strong>r is<br />

advised to use due diligence to inspect the property to <strong>Purchase</strong>r’s satisfaction, as<br />

Seller may not know or have reason to know of defects that careful inspection might<br />

reveal. The parties agree that <strong>Purchase</strong>r will not have a remedy for economic loss<br />

resulting from negligent errors, inaccuracies, or omissions. <strong>Purchase</strong>r assumes the<br />

risk of economic loss that may result from Seller’s negligent misrepresentations.<br />

<strong>Purchase</strong>r acknowledges that home protection plans may be available which may<br />

provide additional protection <strong>and</strong> benefit to <strong>Purchase</strong>r.<br />

<strong>Purchase</strong>r’s Initials:<br />

_____________<br />

Seller’s Initials:<br />

____________<br />

18) CASUALTY LOSS: If, prior to closing, the property is destroyed or materially<br />

damaged by any means, Buyer may elect to terminate this <strong>Agreement</strong> <strong>and</strong> the<br />

earnest money shall be refunded to Buyer.<br />

19) FIXTURES, IMPROVEMENTS: All attached appliances, attached floor coverings,<br />

attached television antenna, window screens, screen doors, storm windows, storm<br />

doors, plumbing <strong>and</strong> lighting fixtures (except floor, st<strong>and</strong>ing, <strong>and</strong> swag lamps), shades<br />

<strong>and</strong> venetian blinds, curtain rods, attached bathroom fixtures, trees, plants, shrubbery,<br />

water heating apparatus <strong>and</strong> fixtures, awnings, ventilating, cooling <strong>and</strong> heating<br />

systems including built in <strong>and</strong> "drop in" ranges <strong>and</strong> all other fixtures that are now on<br />

the premises shall be included in the sale.<br />

20) OPEN SPACE DESIGNATION: If the property, or any portion, is designated open<br />

space <strong>and</strong> if purchaser removes the property from open space, purchaser shall be<br />

responsible for all look back taxes.<br />

Real Estate <strong>Purchase</strong> <strong>and</strong> <strong>Sale</strong> <strong>Agreement</strong> Page 6 of 8


21) ENTIRE AGREEMENT: This document constitutes the entire agreement of the<br />

parties. There are no verbal or other agreements which modify or alter this<br />

agreement. Buyer <strong>and</strong> Seller further agree that they have read <strong>and</strong> underst<strong>and</strong> all<br />

of the contents of this Real Estate <strong>Purchase</strong> <strong>and</strong> <strong>Sale</strong>-<strong>Agreement</strong> <strong>and</strong><br />

Commitment for Title Insurance which has been made available for Buyer review.<br />

22) CORRECTION OF LEGAL DESCRIPTION: SELLER <strong>and</strong> PURCHASER hereby<br />

authorize the Closing Agent to insert in over their signatures the correct legal<br />

description of the property, if such legal description is unavailable at the time of<br />

signing this Earnest Money <strong>Agreement</strong> <strong>and</strong> further authorize the Closing Agent to<br />

correct the legal description if said legal description is erroneous or incomplete.<br />

23) SURVIVES CLOSING: All terms of this <strong>Agreement</strong> which are not satisfied or<br />

waived prior to closing shall survive closing. These terms shall include, but not be<br />

limited to, representations <strong>and</strong> warranties, attorney fees <strong>and</strong> costs, disclaimers,<br />

repairs, rents <strong>and</strong> utilities, etc.<br />

24) OFFER TO PURCHASE: Buyer offers to purchase the property on the above<br />

terms <strong>and</strong> conditions. Seller shall have until 10:00 p.m. on June, 29 2009 to accept<br />

this offer, unless sooner withdrawn. Acceptance by Seller shall not be effective<br />

until a signed copy hereof is actually received by or at the office of the Selling<br />

Broker. If this offer is not so accepted, it shall lapse <strong>and</strong> the earnest money shall<br />

be refunded to Buyer.<br />

BUYER:<br />

_______________________________________<br />

_______________________________________<br />

25) ACCEPTANCE: On this date, _____________, 2009 Seller agrees to sell the<br />

property on the terms <strong>and</strong> conditions set forth in this <strong>Agreement</strong> <strong>and</strong> further agree<br />

to pay a commission according to the terms of the listing agreement. Seller<br />

assigns to Broker a portion of the sale proceeds equal to the commission, <strong>and</strong><br />

irrevocably authorizes <strong>and</strong> instructs the closing agent to disburse the commission<br />

directly to Broker at closing. Seller acknowledges receipt of a copy of this<br />

<strong>Agreement</strong> signed by both parties.<br />

SELLER: Dorothy Latendresse<br />

_______________________________________<br />

Real Estate <strong>Purchase</strong> <strong>and</strong> <strong>Sale</strong> <strong>Agreement</strong> Page 7 of 8


RECEIPT: On this date, _______________, 2008, Buyer acknowledges receipt of a<br />

copy of this <strong>Agreement</strong> signed by both parties.<br />

________________________________<br />

BUYER<br />

Real Estate <strong>Purchase</strong> <strong>and</strong> <strong>Sale</strong> <strong>Agreement</strong> Page 8 of 8

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