Iowa Residential Real Estate Purchase Agreement

(the “Agreement”)

[// GUIDANCE: This template is drafted for the purchase and sale of a 1-4 family residential property located in the State of Iowa. It is intentionally comprehensive; practitioners should tailor, delete, or supplement provisions to fit the specific transaction and the parties’ negotiated risk allocation.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
   3.1 Purchase and Sale of Property
   3.2 Purchase Price; Earnest Money; Payment Terms
   3.3 Contingency Provisions
   3.4 Title and Survey Matters
   3.5 Closing Procedures
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

THIS IOWA RESIDENTIAL REAL ESTATE PURCHASE AGREEMENT (this “Agreement”) is made as of the Effective Date (defined below) by and between:

• [PLACEHOLDER: Seller Legal Name], with a mailing address of [ADDRESS] (“Seller”); and
• [PLACEHOLDER: Buyer Legal Name], with a mailing address of [ADDRESS] (“Buyer”).

Recitals

A. Seller is the record owner of the Property (defined below).
B. Buyer desires to purchase, and Seller desires to sell, the Property on the terms and conditions set forth herein.
C. The parties enter into this Agreement in consideration of the mutual promises, covenants, and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged.

NOW, THEREFORE, the parties agree as follows:

2. DEFINITIONS

For ease of reference, the following terms shall have the meanings set forth below. Defined terms appear in bold italics throughout this Agreement.

“Applicable Law” – all federal, state, and local statutes, ordinances, regulations, and common-law principles governing the transaction, including Iowa laws relating to property disclosures, radon, lead-based paint, private sewage, and well systems.

“Appraisal Contingency” – Section 3.3(c).

“Business Day” – any day other than Saturday, Sunday, or a day on which Iowa state-chartered banks are authorized or required to close.

“Closing” – the consummation of the purchase and sale of the Property in accordance with Section 3.5.

“Closing Date” – the date on which Closing occurs, as established under Section 3.5(a).

“Earnest Money” – the deposit described in Section 3.2(b).

“Effective Date” – the date on which the last party executes this Agreement, as indicated in the Execution Block.

“Financing Contingency” – Section 3.3(a).

“Inspection Contingency” – Section 3.3(b).

“Property” – the parcel(s) of real estate commonly known as [STREET ADDRESS], legally described in Exhibit A, together with all improvements, fixtures, appurtenances, and Seller’s rights therein, except as otherwise excluded herein.

“Purchase Price” – Section 3.2(a).

“Title Company” – [PLACEHOLDER: Title/Escrow Company], or any successor designated in writing by the parties.

3. OPERATIVE PROVISIONS

3.1 Purchase and Sale of Property

(a) Sale. Subject to the terms and conditions of this Agreement, Seller agrees to sell, and Buyer agrees to purchase, the Property.
(b) Personal Property. The following items of personal property are included in the sale at no additional cost: [PLACEHOLDER: List appliances/fixtures] (“Included Personal Property”). All other personal property is excluded.

3.2 Purchase Price; Earnest Money; Payment Terms

(a) Purchase Price. The total purchase price for the Property is $[AMOUNT] (the “Purchase Price”), payable as follows:

1. Earnest Money (credit at Closing) ............ $[AMOUNT]
2. Cash at Closing (subject to adjustments) ... $[AMOUNT]

(b) Earnest Money. Within [3] Business Days after the Effective Date, Buyer shall deposit the Earnest Money with the Title Company, to be held in a non-interest-bearing trust account in accordance with Iowa law and this Agreement.

[// GUIDANCE: Iowa trust account rules limit how and where earnest money can be held; confirm compliance with Iowa Administrative Rules Chapter 193E—18.]

(c) Financing. The balance of the Purchase Price shall be paid at Closing by wire transfer of immediately available U.S. funds.

3.3 Contingency Provisions

(a) Financing Contingency. This Agreement is contingent on Buyer obtaining a written mortgage commitment for [minimum %] of the Purchase Price at prevailing market rates within [30] Calendar Days after the Effective Date (“Financing Deadline”). Buyer shall promptly apply for financing and use diligent efforts to obtain the commitment. If Buyer fails to timely deliver evidence of financing approval, Seller may terminate this Agreement by written notice, following which the Earnest Money shall be refunded to Buyer and neither party shall have further liability, except as expressly stated herein.

(b) Inspection Contingency.
(i) Period. Buyer shall have [10] Business Days after the Effective Date (“Inspection Period”) to conduct any inspections of the Property, including structural, mechanical, radon, pest, and environmental.
(ii) Notice of Defects. If Buyer, in good-faith discretion, is not satisfied with the inspection results, Buyer may provide Seller written notice of termination or request for repairs prior to the expiration of the Inspection Period.
(iii) Repairs; Termination. Seller shall have [5] Business Days to agree in writing to perform requested repairs or credit Buyer at Closing. If the parties do not reach agreement, Buyer may terminate, and the Earnest Money shall be refunded.

(c) Appraisal Contingency. This Agreement is contingent upon the Property appraising at not less than the Purchase Price. If the appraisal is lower, Buyer may (i) proceed without objection, (ii) renegotiate the Purchase Price, or (iii) terminate within [3] Business Days after receipt of the appraisal, with return of the Earnest Money.

(d) Title Contingency. See Section 3.4 for title review and objection procedures.

(e) Statutory Disclosures. Buyer shall have [3] Business Days after receipt of each required statutory disclosure statement to cancel this Agreement by written notice, in which event the Earnest Money shall be promptly returned.

3.4 Title and Survey Matters

(a) Commitment. Within [5] Business Days after the Effective Date, Seller shall cause the Title Company to deliver to Buyer a preliminary title commitment for an owner’s policy of title insurance in the amount of the Purchase Price, together with legible copies of all Schedule B-II exceptions (“Title Commitment”).
(b) Survey. Buyer may, at its expense, obtain a current boundary or ALTA survey.
(c) Title Objections. Buyer shall have [10] Business Days after receipt of the later of the Title Commitment or survey to deliver written objections. Seller shall have [5] Business Days to cure or commit to cure objections prior to Closing. If Seller fails or refuses to cure, Buyer may terminate this Agreement or proceed to Closing, accepting title subject to the uncured matters.
(d) Title Policy. At Closing, Seller shall cause the Title Company to issue to Buyer an ALTA owner’s policy, with standard exceptions deleted to the extent permissible, insuring fee-simple title subject only to permitted exceptions.

3.5 Closing Procedures

(a) Closing Date. The Closing shall occur on or before [DATE], or such other date as the parties may mutually agree in writing.
(b) Location. Closing shall take place at the offices of the Title Company, via remote escrow, or at such other place as the parties may agree.
(c) Seller Closing Deliverables. Including but not limited to:
1. Warranty Deed in statutory form conveying the Property free and clear of all liens except permitted exceptions;
2. Bill of Sale for Included Personal Property;
3. Affidavit of Title and non-foreign status certification;
4. Iowa statutory disclosure statements (to the extent previously undelivered);
5. Keys, codes, and device manuals.
(d) Buyer Closing Deliverables. Including but not limited to:
1. Purchase Price funds;
2. Executed settlement statement;
3. Executed loan documents (if any).
(e) Prorations & Adjustments. Real estate taxes, rents, association dues, fuel, and other customary items shall be prorated as of 11:59 p.m. of the day immediately preceding Closing, based on the most recent ascertainable assessments and rates.
(f) Possession. Possession shall be delivered to Buyer at Closing, subject to: [PLACEHOLDER: existing leases or vacancy requirement].

4. REPRESENTATIONS & WARRANTIES

4.1 Seller’s Representations & Warranties

Seller represents and warrants to Buyer as of the Effective Date and as of Closing that:
(a) Authority. Seller has full right, title, and authority to enter into and perform this Agreement.
(b) Title. Seller is the owner in fee simple of the Property and will convey marketable title at Closing.
(c) Compliance. Seller has received no written notice of any violation of Applicable Law that remains uncured.
(d) Disclosures. All statutory disclosure statements delivered or to be delivered are, or will be, true, correct, and complete in all material respects as of Closing.
(e) Leases. Except as disclosed in Schedule 4.1(e), there are no leases, tenancies, or options affecting the Property.
(f) Litigation. No pending or threatened litigation materially affecting the Property exists.

All Seller representations survive Closing for a period of [12] months.

4.2 Buyer’s Representations & Warranties

Buyer represents and warrants to Seller that:
(a) Authority. Buyer has full capacity and authority to execute and perform this Agreement.
(b) Funds. Buyer possesses, or will possess at Closing, sufficient funds to consummate the purchase.
(c) Consents. No third-party consents are required for Buyer to enter into this Agreement.

Buyer’s representations survive Closing and do not merge therewith.

5. COVENANTS & RESTRICTIONS

5.1 Seller Covenants Prior to Closing. Seller shall:
(a) Maintenance. Maintain the Property in substantially the same condition as on the Effective Date, normal wear and tear excepted;
(b) Encumbrances. Not further encumber the Property or enter into contracts affecting title without Buyer’s consent;
(c) Access. Provide Buyer and its agents reasonable access for inspections;
(d) Insurance. Keep existing property insurance in force until title transfers.

5.2 Buyer Covenants Prior to Closing. Buyer shall:
(a) Financing Efforts. Diligently pursue financing (if any);
(b) Conduct. Perform all inspections in a workmanlike manner and restore any disturbance to pre-inspection condition;
(c) Confidentiality. Keep confidential any non-public information gained through inspections, except as required by law.

6. DEFAULT & REMEDIES

6.1 Buyer Default. If Buyer defaults and fails to cure within [5] Business Days after written notice:
(a) Liquidated Damages. Seller’s sole and exclusive monetary remedy shall be to retain the Earnest Money as liquidated damages, the parties acknowledging the difficulty of ascertaining Seller’s actual damages;
(b) Additional Relief. Seller may also pursue equitable relief to compel delivery of Buyer deliverables already in its possession (e.g., executed instruments), but shall have no claim for additional monetary damages beyond the Earnest Money.

6.2 Seller Default. If Seller defaults and fails to cure within [5] Business Days after written notice:
(a) Specific Performance. Buyer may seek specific performance of this Agreement; or
(b) Termination. Buyer may terminate this Agreement and receive a prompt refund of the Earnest Money, whereupon the parties shall be relieved of further liability, except that Seller shall reimburse Buyer for actual out-of-pocket third-party expenses not to exceed the Earnest Money amount.

6.3 Attorney Fees. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to reasonable attorney fees, costs, and expenses.

7. RISK ALLOCATION

7.1 Limited Indemnification

(a) Mutual Indemnity. Each party (the “Indemnifying Party”) shall indemnify, defend, and hold harmless the other party and its affiliates from and against claims, damages, and losses arising from the Indemnifying Party’s breach of this Agreement or willful misconduct occurring prior to Closing, subject to Section 7.2 limitations.
(b) Procedure. The indemnified party shall promptly notify the Indemnifying Party of any claim, cooperate in defense, and allow the Indemnifying Party to control the defense, all at the Indemnifying Party’s cost.

7.2 Limitation of Liability

Except for (i) fraud, (ii) willful misconduct, or (iii) obligations expressly surviving Closing, each party’s aggregate liability under this Agreement shall not exceed the Earnest Money. Neither party shall be liable for consequential, incidental, or punitive damages.

7.3 Insurance

Until Closing, Seller shall maintain existing hazard insurance. Buyer is advised to obtain insurance effective as of Closing.

7.4 Force Majeure

Performance is excused for delays caused by events beyond a party’s reasonable control (e.g., acts of God, governmental orders, labor strikes), provided the delayed party promptly notifies the other and resumes performance when feasible. If such delay exceeds [30] days, either party may terminate this Agreement with return of Earnest Money to Buyer.

8. DISPUTE RESOLUTION

8.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Iowa, without regard to its conflict-of-laws principles.

8.2 Forum Selection. The parties submit to the exclusive jurisdiction of the state courts located in [COUNTY] County, Iowa, for any lawsuit arising out of or relating to this Agreement.

8.3 Optional Arbitration. By initialing below, the parties may elect to submit all disputes (other than actions for specific performance or injunctive relief) to binding arbitration administered by the American Arbitration Association (“AAA”) under its Residential Real Estate Arbitration Rules in effect on the date of the demand.

Seller Initials: _ Buyer Initials: _

8.4 Preservation of Equitable Remedies. Nothing in this Section affects either party’s right to seek specific performance, injunctive relief, or other equitable remedies in a court of competent jurisdiction.

[// GUIDANCE: The metadata excludes a jury-trial waiver. Consequently, this Agreement intentionally omits such a waiver to avoid conflict.]

9. GENERAL PROVISIONS

9.1 Notices. All notices shall be in writing and deemed given (i) when delivered personally, (ii) one Business Day after deposit with a nationally recognized overnight courier, or (iii) on the date sent by email with confirmation of transmission, in each case addressed to the parties at their addresses stated above (or such other address as either party may designate by notice).

9.2 Amendments; Waiver. No amendment or waiver of any provision shall be effective unless in writing and executed by the party against whom enforcement is sought. Waiver of any breach shall not constitute waiver of any other or subsequent breach.

9.3 Assignment. Buyer may not assign this Agreement without Seller’s prior written consent, except that Buyer may assign to an entity controlled by or under common control with Buyer for bona fide estate-planning or financing reasons, provided Buyer remains liable hereunder.

9.4 Severability. If any provision is determined unenforceable, the remaining provisions shall remain in full force, and the unenforceable provision shall be reformed to the minimum extent necessary to effect the parties’ original intent.

9.5 Entire Agreement. This Agreement (including exhibits and schedules) constitutes the entire agreement between the parties and supersedes all prior negotiations, understandings, and agreements relating to the Property.

9.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Signatures delivered by facsimile, .pdf, or secure electronic signature service shall be deemed original and binding.

9.7 Time of Essence. Time is of the essence with respect to every obligation herein.

9.8 Further Assurances. Each party shall execute and deliver such additional documents and take such further actions reasonably necessary to carry out the intent of this Agreement.

10. EXECUTION BLOCK

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

Notary Acknowledgment (if required)
State of Iowa )
County of ____ ) ss:

On this _ day of _, 20__, before me, the undersigned, a Notary Public in and for said State, personally appeared ______, known to me (or satisfactorily proven) to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged that ____ executed the same for the purposes therein contained.

Notary Public for the State of Iowa
My commission expires: ____

EXHIBIT A

Legal Description of the Property

[// GUIDANCE: Insert the full legal description exactly as it appears in the most recent deed or abstract.]

EXHIBIT B

Statutory & Regulatory Disclosures

• Seller’s Property Condition Disclosure Statement (Iowa residential form)
• Lead-Based Paint Disclosure (for pre-1978 improvements)
• Radon Gas Advisory and Test Results (if any)
• Private Sewage Disposal System Inspection Report (if applicable)
• Well Water Test Reports (if applicable)

[// GUIDANCE: Iowa law requires delivery of the Seller’s Property Condition Disclosure at least prior to closing and provides a three-day rescission period for Buyers. Practitioners should confirm current statutory forms and deadlines.]

SCHEDULE 4.1(e)

Existing Leases and Occupancies

[PLACEHOLDER: List tenant names, lease terms, security deposits, and any rights of first refusal.]

END OF DOCUMENT