COMMERCIAL REAL ESTATE

PURCHASE AND SALE AGREEMENT

(District of Columbia)

[// GUIDANCE: This template is designed for the purchase and sale of fee-simple interests in commercial real property located in the District of Columbia. All bracketed items must be customized. Delete all explanatory comments in final execution copy.]

TABLE OF CONTENTS

1. Document Header
2. Article 1 – Definitions
3. Article 2 – Purchase and Sale; Purchase Price
4. Article 3 – Deposit and Escrow
5. Article 4 – Due Diligence Period
6. Article 5 – Title, Survey, and Zoning Compliance
7. Article 6 – Representations and Warranties
8. Article 7 – Covenants of the Parties
9. Article 8 – Conditions Precedent to Closing
10. Article 9 – Closing
11. Article 10 – Environmental Matters and Indemnity
12. Article 11 – Default; Remedies
13. Article 12 – Risk Allocation
14. Article 13 – Dispute Resolution
15. Article 14 – General Provisions
16. Execution Block
17. Exhibits and Schedules

DOCUMENT HEADER

This Commercial Real Estate Purchase and Sale Agreement (this “Agreement”) is made and entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:

1. [SELLER LEGAL NAME], a [STATE OF ORGANIZATION] [ENTITY TYPE] (“Seller”), having an address at [SELLER ADDRESS]; and
2. [BUYER LEGAL NAME], a [STATE OF ORGANIZATION] [ENTITY TYPE] (“Buyer”), having an address at [BUYER ADDRESS].

Seller and Buyer are sometimes referred to individually as a “Party” and collectively as the “Parties.”

Recitals
A. Seller is the fee simple owner of that certain real property located at [PROPERTY ADDRESS], District of Columbia, more particularly described on Exhibit A attached hereto (the “Land”), together with all improvements thereon (collectively with the Land, the “Improvements”), and all rights, privileges, easements, hereditaments, and appurtenances belonging thereto (collectively, the “Property”).
B. Seller desires to sell, and Buyer desires to purchase, the Property upon the terms and conditions set forth herein, for the consideration hereinafter described.

NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1 – DEFINITIONS

For purposes of this Agreement, the following capitalized terms shall have the respective meanings set forth below. Any term not defined in this Article 1 has the meaning ascribed to it elsewhere in the Agreement.

“Affiliate” means, with respect to any Person, any other Person controlling, controlled by, or under common control with such first Person.
“Applicable Law” means all laws, statutes, ordinances, building codes, regulations, and orders of any governmental authority having jurisdiction over the Property or the transactions contemplated hereby, including, without limitation, the District of Columbia Real Property Tax Revision Act, the District of Columbia Environmental Regulation, and any applicable provisions of Title 42 of the District of Columbia Code.
“Arbitration Election” has the meaning set forth in Section 13.2(a).
“Business Day” means any day other than Saturday, Sunday, or a legal holiday in the District of Columbia.
“Closing” has the meaning set forth in Section 9.1.
“Closing Date” means the date on which the Closing actually occurs.
“Deposit” has the meaning set forth in Section 3.1.
“Environmental Claim” means any action, cause of action, suit, demand, notice, or proceeding arising out of or relating to any Environmental Law or Hazardous Substance.
“Environmental Law” means any Applicable Law relating to pollution, protection of human health or the environment, or exposure to, or the presence, Release, or threatened Release of, Hazardous Substances.
“Escrow Agent” means [TITLE COMPANY/ESCROW AGENT NAME], or such other escrow agent mutually acceptable to the Parties.
“Hazardous Substance” means any substance defined or regulated as “hazardous,” “toxic,” or similar term under any Environmental Law, including petroleum and petroleum derivatives.
“Permitted Exceptions” has the meaning set forth in Section 5.2(c).
“Purchase Price” has the meaning set forth in Section 2.2.
“Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing into the environment.
“Specified Survival Period” has the meaning set forth in Section 6.6.
“Survey” has the meaning set forth in Section 5.1(b).
“Title Company” means [TITLE COMPANY NAME].

[// GUIDANCE: Insert additional defined terms as needed. Maintain alphabetical order.]

ARTICLE 2 – PURCHASE AND SALE; PURCHASE PRICE

2.1 Purchase and Sale. Subject to the terms and conditions of this Agreement, Seller agrees to sell, convey, and assign to Buyer, and Buyer agrees to purchase and accept from Seller, all of Seller’s right, title, and interest in and to the Property.

2.2 Purchase Price. The total purchase price for the Property (the “Purchase Price”) shall be [PURCHASE PRICE DOLLAR AMOUNT] USD, payable as follows:
(a) The Deposit pursuant to Article 3; and
(b) The balance of the Purchase Price, as adjusted by prorations and credits as specified herein, payable in immediately available funds at Closing.

2.3 Allocation. The Parties shall allocate the Purchase Price among the Land, Improvements, and personal property (if any) for tax purposes as set forth on Schedule 2.3.

ARTICLE 3 – DEPOSIT AND ESCROW

3.1 Deposit. Within two (2) Business Days after the Effective Date, Buyer shall deposit with Escrow Agent the sum of [DEPOSIT AMOUNT] USD (together with all interest earned thereon, the “Deposit”) by wire transfer of immediately available funds.

3.2 Deposit Disposition.
(a) The Deposit shall be non-refundable after the expiration of the Due Diligence Period except as expressly provided in this Agreement.
(b) The Deposit shall be applied to the Purchase Price at Closing.
(c) In the event of a termination of this Agreement in accordance with its terms, the Deposit shall be disbursed as set forth herein.

ARTICLE 4 – DUE DILIGENCE PERIOD

4.1 Inspection Rights. Commencing on the Effective Date and continuing until 5:00 p.m. (Eastern Time) on the date that is [30] calendar days thereafter (the “Due Diligence Period”), Buyer and its agents shall have reasonable access to the Property for the purpose of conducting inspections, tests, surveys, environmental assessments (including Phase I and, if recommended, Phase II), and review of zoning compliance.

4.2 Seller Deliveries. Within five (5) Business Days after the Effective Date, Seller shall deliver to Buyer copies of all material documents relating to the ownership, operation, and maintenance of the Property, including:
(i) title policies,
(ii) existing surveys,
(iii) environmental reports,
(iv) zoning affidavits or determinations, and
(v) leases, contracts, permits, and licenses.

4.3 Termination During Due Diligence. Buyer may, in its sole discretion, terminate this Agreement by delivering written notice to Seller and Escrow Agent prior to the expiration of the Due Diligence Period, in which event the Deposit shall be returned to Buyer, and neither Party shall have any further obligation, except as expressly stated to survive termination.

ARTICLE 5 – TITLE, SURVEY, AND ZONING COMPLIANCE

5.1 Title and Survey Review.
(a) Promptly following the Effective Date, Seller shall cause Title Company to issue to Buyer a current commitment for an ALTA extended coverage owner’s policy of title insurance (the “Title Commitment”) covering the Land in the amount of the Purchase Price.
(b) Buyer shall obtain, at Buyer’s expense, an ALTA/NSPS urban survey of the Land (the “Survey”).

5.2 Objections; Cure.
(a) Buyer shall have until the earlier of (i) five (5) Business Days prior to the expiration of the Due Diligence Period or (ii) ten (10) Business Days after Buyer’s receipt of the last-delivered Title Commitment and Survey to deliver written notice to Seller of Buyer’s objections to any matter shown thereon (“Title Objection Notice”).
(b) Seller shall have five (5) Business Days after receipt of the Title Objection Notice to elect, by written notice to Buyer, to (i) cure the objections on or before Closing, or (ii) decline to cure.
(c) All matters shown on the Title Commitment or Survey to which Buyer does not timely object, or which Seller elects but fails to cure, shall be deemed “Permitted Exceptions.”

5.3 Zoning Compliance. Seller represents that, to Seller’s Knowledge, the current use of the Property complies with all applicable District of Columbia zoning requirements. Buyer shall be entitled to obtain a zoning compliance letter from the D.C. Office of Zoning at Buyer’s expense. Any zoning non-conformity identified during the Due Diligence Period shall constitute a matter subject to Section 8.1(b).

ARTICLE 6 – REPRESENTATIONS AND WARRANTIES

6.1 Seller’s Representations and Warranties. Seller hereby represents and warrants to Buyer, as of the Effective Date and as of Closing, that:
(a) Organization; Authority. Seller is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation and has full power and authority to enter into this Agreement.
(b) Title. Seller is the sole fee simple owner of the Property, free and clear of all liens and encumbrances other than Permitted Exceptions.
(c) No Conflict. Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will result in a breach of any agreement to which Seller is a party.
(d) Environmental. To Seller’s Knowledge, except as set forth on Schedule 6.1(d), (i) no Hazardous Substances have been Released on, beneath, or from the Property in violation of Environmental Law, and (ii) Seller has not received any written notice of violation of Environmental Law related to the Property that remains uncured.
(e) Litigation. There is no pending or, to Seller’s Knowledge, threatened litigation that would materially and adversely affect the Property or Seller’s ability to consummate the transactions contemplated herein.

6.2 Buyer’s Representations and Warranties. Buyer hereby represents and warrants to Seller that:
(a) Organization; Authority. Buyer is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation and has full power and authority to enter into this Agreement.
(b) Funds. Buyer has, or on Closing will have, sufficient funds to pay the Purchase Price and consummate the transactions contemplated herein.

6.3 Update of Representations. Each Party shall promptly notify the other of any matter that would cause any representation or warranty to be untrue or inaccurate in any material respect.

6.4 Survival. All representations and warranties shall survive Closing for the period ending on the date that is [SPECIFIED SURVIVAL PERIOD, e.g., 12 months] after the Closing Date (the “Specified Survival Period”), except for (i) Seller’s environmental representations, which shall survive for [five (5) years], and (ii) fundamental representations (organization, authority, and title), which shall survive indefinitely.

6.5 Exclusive Remedy. Claims for breach of any representation or warranty must be asserted in writing before expiration of the applicable survival period or are waived.

ARTICLE 7 – COVENANTS OF THE PARTIES

7.1 Seller’s Interim Covenants. Between the Effective Date and Closing, Seller shall:
(a) operate and maintain the Property in substantially the same manner as prior to the Effective Date;
(b) not enter into any new leases or service contracts affecting the Property without Buyer’s prior written consent (such consent not to be unreasonably withheld);
(c) maintain all existing insurance coverages; and
(d) promptly notify Buyer of any material casualty, condemnation, or governmental notice concerning the Property.

7.2 Buyer’s Covenants. Buyer shall:
(a) conduct all on-site inspections in a manner that does not unreasonably interfere with tenants or operations;
(b) restore any physical damage caused by Buyer’s inspections; and
(c) maintain commercial general liability insurance in an amount not less than [AMOUNT] naming Seller as an additional insured during the Due Diligence Period.

ARTICLE 8 – CONDITIONS PRECEDENT TO CLOSING

8.1 Buyer’s Conditions. Buyer’s obligation to close is subject to the satisfaction or written waiver of the following conditions precedent:
(a) Accuracy of Seller’s representations and warranties as of Closing;
(b) No uncured zoning, title, or environmental defect materially impairing Buyer’s intended use;
(c) Title Company’s commitment to issue the Title Policy subject only to Permitted Exceptions;
(d) Seller’s delivery of closing documents set forth in Section 9.2; and
(e) No material adverse change in the physical or legal condition of the Property.

8.2 Seller’s Conditions. Seller’s obligation to close is subject to the satisfaction or written waiver of the following conditions precedent:
(a) Accuracy of Buyer’s representations and warranties as of Closing;
(b) Buyer’s payment of the Purchase Price and delivery of closing documents; and
(c) No injunction or order prohibiting consummation of the transactions contemplated herein.

ARTICLE 9 – CLOSING

9.1 Closing. The consummation of the purchase and sale of the Property (the “Closing”) shall occur on [CLOSING DATE OR “the date that is ____ Business Days after expiration of the Due Diligence Period”], or such other date as the Parties may mutually agree, through an escrow with the Escrow Agent.

9.2 Seller’s Closing Deliveries. At Closing, Seller shall deliver:
(a) Special warranty deed in recordable form conveying the Land and Improvements;
(b) Bill of sale for any personal property;
(c) Assignment of leases and contracts;
(d) FIRPTA affidavit;
(e) Owner’s affidavit required by Title Company;
(f) Bring-down certificate of representations and warranties;
(g) Evidence of authority and good standing; and
(h) Any additional documents reasonably required by Title Company.

9.3 Buyer’s Closing Deliveries. At Closing, Buyer shall deliver:
(a) The Purchase Price balance;
(b) Bring-down certificate of representations and warranties;
(c) Evidence of authority and good standing; and
(d) Any additional documents reasonably required by Title Company.

9.4 Closing Costs and Prorations. Closing costs shall be allocated as follows:
(a) Seller pays: (i) deed recordation fees customarily charged to a grantor in the District of Columbia, (ii) any transfer taxes imposed on the seller, and (iii) the premium for the standard owner’s title policy (without endorsements).
(b) Buyer pays: (i) premium for any extended coverage and endorsements, (ii) Survey costs, (iii) Phase I/II assessment costs, and (iv) deed recordation fees customarily charged to a grantee.
(c) Real property taxes, rents, operating expenses, and any other customarily prorated items shall be prorated as of 12:01 a.m. on the Closing Date.

ARTICLE 10 – ENVIRONMENTAL MATTERS AND INDEMNITY

10.1 Environmental Review. Buyer shall have the right to conduct environmental assessments during the Due Diligence Period. Seller shall cooperate by granting reasonable access and providing existing environmental records.

10.2 Environmental Indemnity. From and after Closing, Seller shall indemnify, defend, and hold harmless Buyer, its Affiliates, and their respective officers, directors, shareholders, employees, and agents (collectively, “Buyer Indemnitees”) from and against any and all losses, claims, costs, expenses, damages, liabilities, fines, or penalties (including reasonable attorneys’ fees) arising from any Environmental Claim resulting from (i) any Hazardous Substance existing, Released, or migrating on, under, or from the Property on or before the Closing Date, or (ii) Seller’s breach of its environmental representations and warranties.

10.3 Buyer’s Release. Except as expressly provided in Section 10.2 and Section 11.2, Buyer waives any claim against Seller regarding environmental conditions first arising after Closing.

10.4 Survival. The indemnity in this Article 10 shall survive Closing for [five (5) years] and shall not be limited by any liability cap set forth in Article 12.

ARTICLE 11 – DEFAULT; REMEDIES

11.1 Buyer Default. If Buyer fails to perform any covenant or obligation at or prior to Closing and such failure is not cured within five (5) Business Days after written notice from Seller, Seller may terminate this Agreement by notice to Buyer and Escrow Agent, whereupon the Deposit shall be paid to Seller as liquidated damages, it being the Parties’ agreement that Seller’s actual damages would be difficult to ascertain. Seller’s receipt of the Deposit shall be Seller’s sole and exclusive remedy at law or in equity, except for Buyer’s post-Closing obligations and obligations expressly surviving termination.

11.2 Seller Default. If Seller fails to perform any covenant or obligation at or prior to Closing and such failure is not cured within five (5) Business Days after written notice from Buyer, Buyer may, at its election:
(a) terminate this Agreement and receive the return of the Deposit, together with reimbursement of Buyer’s actual out-of-pocket third-party costs not to exceed [CAP AMOUNT]; or
(b) seek specific performance of Seller’s obligations, it being acknowledged that the Property is unique and that monetary damages would be inadequate.

11.3 Attorney Fees. The prevailing Party in any litigation or proceeding arising out of this Agreement shall be entitled to recover its reasonable attorney fees and costs.

ARTICLE 12 – RISK ALLOCATION

12.1 Limitation of Liability. Notwithstanding anything to the contrary, neither Party’s aggregate liability for claims arising under this Agreement shall exceed [LIABILITY CAP DOLLAR AMOUNT OR “_____% of the Purchase Price”] (the “Liability Cap”), except for (i) intentional misrepresentation or willful misconduct, (ii) the indemnification obligations in Article 10, and (iii) obligations that expressly survive Closing without limitation.

12.2 Insurance. Until Closing, Seller shall maintain its existing property and liability insurance. Buyer shall obtain insurance as set forth in Section 7.2(c).

12.3 Force Majeure. Neither Party shall be liable for failure to perform caused by events beyond its reasonable control, including acts of God, war, terrorism, epidemics, or governmental actions (“Force Majeure”). The affected Party shall promptly notify the other in writing, and the Closing Date shall be extended by the duration of the Force Majeure event, not to exceed [30] days.

ARTICLE 13 – DISPUTE RESOLUTION

13.1 Governing Law; Forum Selection. This Agreement and all disputes arising hereunder shall be governed by and construed in accordance with the laws of the District of Columbia, without regard to its choice-of-law rules. Subject to Section 13.2, each Party irrevocably submits to the exclusive jurisdiction of the Superior Court of the District of Columbia (or, if applicable, the United States District Court for the District of Columbia) for any legal suit, action, or proceeding arising out of or relating to this Agreement.

13.2 Optional Arbitration.
(a) Election. If both Parties initial below, any dispute that cannot be resolved informally shall be submitted to binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”):

Buyer Initials __ Seller Initials ____
(collectively, the “Arbitration Election”).

(b) Location; Arbitrators. The arbitration shall be conducted in Washington, D.C. by three arbitrators, each with at least ten (10) years of experience in commercial real estate law.
(c) Remedies; Specific Performance. The arbitrators shall have authority to award specific performance and injunctive relief.

13.3 Jury Trial Waiver. IF PERMITTED BY APPLICABLE LAW, EACH PARTY, BY ITS SIGNATURE BELOW, HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT. [// GUIDANCE: Delete if jury waiver not elected.]

13.4 Injunctive Relief. Notwithstanding any other provision, either Party may seek temporary, preliminary, or permanent injunctive relief or specific performance in a court of competent jurisdiction to prevent an actual or threatened breach of this Agreement.

ARTICLE 14 – GENERAL PROVISIONS

14.1 Notices. All notices and other communications shall be in writing and deemed given when delivered personally, sent by nationally recognized overnight courier (next Business Day delivery), or emailed (with confirmation of receipt) to the addresses set forth in the Document Header, or such other address a Party designates by notice.

14.2 Entire Agreement; Merger. This Agreement, together with all Exhibits and Schedules, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and term sheets.

14.3 Amendments; Waivers. No amendment or waiver of any provision shall be valid unless set forth in a written instrument executed by the Party against whom enforcement is sought. No waiver shall operate as a waiver of any other provision or any subsequent breach.

14.4 Assignment. Neither Party may assign this Agreement without the prior written consent of the other, except Buyer may assign to an Affiliate upon prior written notice provided that Buyer remains jointly and severally liable.

14.5 Successors and Assigns. Subject to Section 14.4, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

14.6 Severability. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force so long as the economic or legal substance of the transactions contemplated is not materially affected.

14.7 Counterparts; Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which is deemed an original, but all of which together constitute one and the same instrument. Signatures delivered via electronic means (including PDF and electronic signature platforms compliant with the federal E-SIGN Act) shall be deemed original.

14.8 Time of the Essence. Time is of the essence in the performance of each Party’s obligations hereunder.

14.9 No Third-Party Beneficiaries. Except as expressly provided herein, nothing in this Agreement confers any rights or remedies on any Person other than the Parties and their permitted successors and assigns.

EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Commercial Real Estate Purchase and Sale Agreement as of the Effective Date.

SELLER:
[SELLER LEGAL NAME]
By: _____
Name: _____
Title: ____
Date: ________

BUYER:
[BUYER LEGAL NAME]
By: _____
Name: _____
Title: ____
Date: ________

[NOTARIZATION BLOCK, if required under D.C. law for recordable instruments.]

EXHIBITS AND SCHEDULES

Exhibit A – Legal Description of the Land
Exhibit B – Form of Deed
Exhibit C – Bill of Sale
Exhibit D – Assignment of Leases and Contracts
Schedule 2.3 – Purchase Price Allocation
Schedule 6.1(d) – Environmental Disclosures

[// GUIDANCE: Attach additional exhibits (e.g., FIRPTA affidavit, tenant estoppels) as necessary.]

[// GUIDANCE: Before circulation, verify current District of Columbia transfer and recordation tax rates, confirm Title Company requirements, and update statutory references if any changes have occurred.]