Pedersen &
Pedersen Auctions
2435 E. Broad Street Phone (337) 494-1333
CONTRACT FOR
The undersigned,
_________________________________________, (“Purchaser”) whose address is
_______________________________________________________agrees to buy, and the
undersigned Mr Jeffrey R. Brown whose address is 9125 Markham Rd, Manvel, Tx
77578
agree to sell through
PEDERSEN AND PEDERSEN AUCTIONS, INC., a licensed Real Estate broker/auctioneer,
herein referred to as “Auctioneer/Broker”, all that tract or parcel of land and
all improvements situated thereon (hereinafter referred to as “property”) as
described in Exhibit “A” attached hereto and made a part of this Contract by
reference, such purchase and sale to be consummated in accordance with the
following terms and conditions.
The
purchase price of said property shall be ________________________________ ______________________________________________________________
The herein purchase price shall be payable to the Seller in
cash, at closing, in immediately available funds. (This Contract is not contingent upon
financing of any kind.)
Purchaser
has paid to the Auctioneer/Broker, ___________________________, receipt of
which is hereby acknowledged, $____________, in cash, $____________ certified
check, $____________ personal check as earnest money to be applied towards the
purchase price when the sale is consummated.
As procuring cause of this Contract, Auctioneer/Broker has rendered a
valuable service for which reason Auctioneer/Broker is made a party to this
Contract to enable Auctioneer/Broker to enforce its commission rights hereunder
against the parties hereto on the following basis: Seller agrees to pay
Auctioneer/Broker the full commission as provided in the Auction Listing
Contract when the sale is consummated.
In the event the sale is not consummated because of Seller’s inability,
failure, or refusal to perform any of the Seller’s covenants herein, then the
Auctioneer/Broker, at the option of the Purchaser, shall return the earnest
money to Purchaser. Purchaser agrees
that if Purchaser fails or refuses to perform any of the Purchaser’s covenants
herein, Purchaser shall forthwith forfeit the earnest money as liquidated
damages; provided the Auctioneer/Broker may first apply one-half of the earnest
money to Seller as liquidated damages and full settlement of any claim for
damages or the Seller may seek to enforce specific performance rights and
obligations against the Purchaser under the terms of this Contract. In the event Purchaser fails to make deposit
or deposits are uncollectible, Purchaser shall be considered to have breached
this Contract and Seller shall have the right to re-offer the property for sale
to others and to demand liquidated damages equal to the amount of the deposit
or he may demand specific performance.
The Purchaser in either event shall be liable for Auctioneer/Broker’s
commission, attorney’s fees and costs.
Prior to disbursing earnest money pursuant to this Contract,
Auctioneer/Broker shall give all parties ten (10) days written notice by
certified mail (to each party’s last known address), stating to whom the
disbursement will be made. Any party may
object in writing to the disbursement provided Auctioneer/Broker prior to the
end of the ten (10) day notice period receives the objection.
All objections not
raised in a timely manner shall be waived. In the event a timely objection
is made, Auctioneer/Broker shall (1) disburse the earnest
money and so notify all parties; or (2) interplead the earnest money into a
court of competent jurisdiction; or (3) hold the earnest money for a reasonable
period of time (not to exceed 10 days) to give the parties an opportunity to
resolve the dispute. Auctioneer/Broker
shall be entitled to be reimbursed from any funds interpleaded for its costs
and expenses, including reasonable attorney’s fees incurred on the interpleaded
action. The prevailing party in the interpleader
action shall be entitled to collect from the other party the costs and expenses
reimbursed to Auctioneer/Broker. No
party shall seek damages from Auctioneer/Broker (nor shall Auctioneer/Broker be
liable for the same) for any matter arising out of or related to the
performance of Auctioneer/Broker’s duties under this earnest money paragraph,
and the parties indemnify Auctioneer/Broker accordingly.
Should
property be destroyed or substantially damaged before time of closing, Seller
is to notify immediately the Buyer or Auctioneer/Broker, after which the Buyer
may declare this Contract void and receive a refund of the earnest money
deposited. In the event Buyer elects not
to void this Contract pursuant to this paragraph, then within five (5) calendar
days after Seller receives notification of the amount of the insurance
proceeds, if any, Seller shall notify Buyer of the amount of insurance proceeds
and the Seller’s intent to repair or not to repair said damage. Within five (5) calendar days of Seller’s
notification, Buyer may (1) declare this Contract void and receive a refund of
the earnest money deposited, or (2) consummate this Contract and receive such
insurance as is paid on claim of loss if Seller has elected not to repair said
damage.
Auctioneer/Broker
and Seller have gathered information contained in promotional materials from
sources deemed reliable but not guaranteed.
Purchaser acknowledges that he has inspected the property or has had the
opportunity to do so and chose not to inspect the property. Purchaser is relying solely on his own
inspection and judgment. Further, all
parties acknowledge and agree that the Property is being sold “AS IS” with any
and all faults. The Seller shall have no
obligation for repairs or replacements noted in any inspection(s) made by or
for Buyer. Such repairs or replacements
shall be the sole responsibility of Buyer.
Purchaser and Seller acknowledge and agree that the only
Auctioneer/Broker involved in this transaction, as Seller’s agent is PEDERSEN
AND PEDERSEN’S AUCTION, INC.
Auctioneer/Broker has acted as agent for the Seller in this transaction. Auctioneer/Broker has not acted as agent for
the Purchaser as disclosed in Exhibit “B” attached hereto and made a part of
this Contract by reference.
The
purchaser shall have fifteen (15) days after receipt of title to examine title
of property and in which to furnish Seller with a written statement of
objections affecting the marketability of said title. The title herein required to be furnished by
the Seller shall be good and marketable, and that marketability shall be
determined in accordance with Applicable Law, as supplemented by the Title
Standards of the State Bar Association in which the property is located. Any defect in the title which comes within
the scope of said Title Standards, shall not constitute a valid objection of
the part of the Purchaser, provided that the Seller furnishes the Affidavits
and other title papers, if any, required in the applicable Standard to cure
such defect. In the event curative work
and/or field survey work in connection with the title is required, Purchaser
and Seller agree to and do extend time for closing to a date no more than
fifteen (15) days following completions of curative work and/or field survey
work, but in no event shall such extension exceed 120 days from original
closing deadline. If title is not
marketable at expiration of said 120-day period, Purchaser shall have the
option of (1) Accepting the title “AS IS”, or (2) Demanding a refund of the
deposit and this Contract shall be null and void.
Seller
warrants that he presently (or shall) have title to said property. At the time of closing, Seller agrees to
convey good and marketable title to said property by Warranty Deed, unless
otherwise specified herein, subject only to (1) zoning ordinances affecting
said property; (2) general utility, sewer, and drainage easements of records;
(3) subdivision easements of record; (4) all oil, gas or mineral rights; (5)
rights and restrictions pertaining to any cemeteries; (6) leases, covenants and
other easements, other restrictions and encumbrances specified in this
Contract. In the event leases are
specified in this Contract, Buyer agrees to assume Seller’s responsibilities
thereunder to the Tenant and to the Auctioneer/Broker who negotiated such leases.
Time being
of the essence, this sale shall be closed on or before May 26, 2008.
Purchaser’s
earnest money shall not be deposited in Auctioneer/Broker’s escrow account
until such time as, this Contract is accepted by all parties. Possession of
property will be granted to Purchaser at closing.
Neither
Seller nor Auctioneer/Broker are positive as to the status of the oil, gas, and
mineral rights. The Seller agrees to
convey all its interest in any oil, gas, or mineral rights to the Purchaser at
closing. This sale is subject to any
prior reservation or sale of oil, gas, and mineral rights, if any.
The
Purchaser and Seller will prorate the current year’s ad valorem & property
taxes.
Closing
Attorney is instructed to: (A) transfer the survival of Contract subparagraph
to the closing statement; (B) obtain and distribute to and from the appropriate
parties such certifications, affidavits, and statements as are required in
order to meet the requirements of Internal Revenue Code 1445 (Foreign/Non-Foreign
Sellers), or in the alternative, to disburse and hold the sales proceeds in
such a manner as may be required to comply with Internal Revenue Code 1445; (C)
file with the Internal Revenue Service the IRS Form 1099B documenting this
transaction, and comply with any other reporting requirements related thereto,
and (D) unless otherwise provided herein, apply earnest money as a credit
toward Auctioneer/Broker’s Commission with any excess being paid to Seller at
closing. Except as may otherwise be
provided for in the Contract, all notices ore demands required or permitted
hereunder shall be delivered either (A) in person; (B) by overnight delivery
service prepaid; (C) by facsimile (FAX) transmission; or by (D) the United
States Postal Service, postage prepaid, registered or certified, return receipt
requested. Such notices shall be deemed
to have been given as of the date and time actually received by
Auctioneer/Broker or Auctioneer/Broker’s Affiliated Licensee or receiving
party. In the event that any notice,
demand, information or disclosure is required by the terms of this Contract to
be given by a party to “Auctioneer/Broker,” such Auctioneer/Broker shall be
deemed to be the Auctioneer/Broker or Affiliated Licensee, if any, for the
other party, and if none, then directly to the other party.
Seller and
Purchaser agree that each shall execute and deliver such papers as may be
necessary or proper to carry out the terms of this Contract at such reasonable
time and place as Seller may set for the consummation of sale.
This
Contract shall not be transferred or assigned without the written consent of
all parties to this Contract and any permitted assignee shall fulfill all the
terms and conditions of this Contract.
Notwithstanding
anything contained herein to the contrary, Seller’s responsibility in
connection with the Property shall cease at closing shall constitute Buyer’s
acceptance of the Property unless provision is otherwise made in writing.
Buyer and
Seller agree (1) to comply with and (2) to execute and deliver such
certifications, affidavits, and statements as are required at the closing in
order to meet the requirements of Internal Revenue Code Section 1445.
Any
condition or stipulation not fulfilled at time of closing shall survive the
closing, execution and delivery of the Deed of Conveyance until such time as
said conditions or stipulations are fulfilled.
The preceding statement shall be included on the closing statement.
This
Contract constitutes the sole and entire agreement between the parties hereto
and no modifications of this Contract shall be binding unless attached hereto
and signed by all parties to this Contract.
No prior or present agreement, representation, promise, or inducement
unless included or referred in this Contract shall be binding upon any party
hereto.
This
Contract is inclusive of the following special conditions of sale:
MINERALS:
Minerals transfer to buyer at closing.
EASEMENTS:
This property is sold subject to all outstanding easements on said property for
roads, power and telephone lines and the like and likewise subject to any
cemetery or cemeteries that may now exist on this property.
EXCLUSIONS:
This Contract excludes all personal property on the property.
GOVERNING
LAW AND VENUE: This Contract shall be construed in accordance with the laws
of the State of
If special stipulations are in
conflict with prior printed context of this Contract, then the special
stipulations will govern this Contract.
This offer remains binding and
irrevocable through _____________________, 2009 at 6:00 p.m. If this offer is not accepted by the Seller
by said date and time, the earnest money deposit shall be returned to the
Purchaser and this Contract shall be null and void.
The
foregoing offer is ACCEPTED by the
Seller on _______________________, 2009.
SWORN TO AND SUBSCRIBED before me,
the undersigned Notary, at__________
WITNESSES: SELLER:
_____________________________ BY:____________________________________
Mr. Jeffery
R. Brown
_____________________________ By_____________________________________
_____________________________________
NOTARY PUBLIC
State of
Parish of _________________
My commission expires:
_____________________
SWORN
TO AND SUBSCRIBED before me, the undersigned Notary, at
WITNESSSES: PURCHASER:
_____________________________ ____________________________________
_____________________________
_____________________________________
________________________(#_______)
NOTARY PUBLIC
SWORN
TO AND SUBSCRIBED before me, the undersigned Notary, at
WITNESSSES: AUCTIONEER/BROKER:
Pedersen
& Pedersen Auctions, Inc.
_____________________________
BY:____________________________________
_____________________________ MICHAEL PEDERSEN,
President
_____________________________________
________________________(#_______)
NOTARY PUBLIC
EXHIBIT “A”
Home & Property situated at 108
Legal to follow
EXHIBIT “B”
AGENCY/TRANSACTION BROKER
This
Exhibit sets forth the relationship of the Broker/Auctioneer to Buyer and
Seller for the purchase and sale of real property located at
Parish
BROKERAGE AND AGENCY
Seller and
Buyer acknowledge that if they have entered into a client relationship with a Broker/Auctioneer,
that Broker/Auctioneer has disclosed on a prior basis (1) the types of
brokerage relationships offered by the Broker/Auctioneer, (2) any other
brokerage relationship which would conflict with the client’s interest and (3)
the compensation of Broker/Auctioneer and whether commissions would be shared
with other Brokers.
____________________________________________________________________________
Seller and
Buyer agree to indemnify and hold Broker/Auctioneer harmless against all
claims, damages, losses, expenses and/or liabilities arising out of or related
to the purchase and sale of the real property listed above, except those
arising from Broker’s intentional wrongful acts. No Broker shall owe any duty to Buyer or
Seller greater than is set forth in the Brokerage Relationships in Real Estate
Transactions Act.
In this
Exhibit, the term “Broker” shall mean a licensed
The
relationship of the listing Broker/Auctioneer and the selling Broker/Auctioneer
to the Buyer and Seller is specified below.
Only the part of this Exhibit that is selected is part of the Offer for
the purchase and sale of the real property listed above:
Listing Broker: (Select A or B below. The section not marked shall not be a part of
this Exhibit)
__X__ A. SELLER AGENCY: Listing Broker/Auctioneer
has entered into a client relationship with Seller.
_____ B. DUAL
AGENCY: Listing Broker has entered into a client relationship with Buyer and
Seller.
Selling Broker:
(Select
A or B below. The section not marked shall not be a part of this Exhibit)
_____ A. BUYER
AGENCY: Selling Broker has entered into a client relationship with Buyer.
_____ B. DUAL
AGENCY: Selling Broker has entered into a client relationship with Buyer and
Seller.
__X__ C. SELLER AGENCY: Selling Broker/Auctioneer
has entered into a client relationship with Seller.
_____ D. TRANSACTION
BROKERAGE: Selling Broker has not entered into a client relationship with Buyer
and Seller.
_____ E. SELLER
SUBAGENCY: Listing Broker has entered into a client relationship with Seller
and has appointed Selling Broker as its subagent.
If dual agency or transaction brokerage is selected above,
the applicable disclosure below is incorporated herein. Otherwise, the disclosure(s) is not a part of
this Exhibit.
Dual Agency Disclosure
Seller and
Buyer are aware of Broker’s dual agency role and have determined that the benefits
of Broker’s role outweigh the detriments.
Seller and Buyer have been advised (1) that in this transaction, the
Broker has acted as a dual agent, (2) that the Broker represents two clients
whose interest may be different or adverse, (3) that as a dual agent, Broker
may not disclose information made confidential by request of either client
unless it is allowed or required to be disclosed and (4) that the clients do
not have to consent to dual agency. The
clients referenced above have voluntarily consented to dual agency and have
read and understood their brokerage engagement agreements. The Broker and/or affiliated licensees have
no material relationship with either client except as follows:
____________________________________________________________________________
A material
relationship means one actually known of a personal, familial or business
nature between the Broker and affiliated licensees and a client which would impair
their ability to exercise fair judgment relative to another client.
Affiliated Licensee
Agreement: The
Broker has assigned __________________________ (Selling Licensee) to work with
Buyer and _______________________ (Listing Licensee) to work with Seller. Each shall be deemed to act for and represent
exclusively the party to whom each has been assigned.
Transaction Broker Disclosure
Seller and
Buyer acknowledge that if a Broker does not represent them, they are each
solely responsible for protecting their own interests. Seller and Buyer acknowledge that the Broker
may perform ministerial acts for either party as a Transaction Broker.
Selling
Broker’s Initials________ Buyer’s
Initials:______/______
(or
Broker’s Affiliated Licensee)
Listing
Broker’s Initials________ Seller’s
Initials: ______/______
(or
Broker’s Affiliated Licensee)