PURCHASE AND SALE AGREEMENT

(Residential Real Property – Washington)

[// GUIDANCE: This template is drafted for the purchase and sale of one-to-four-unit residential real property located in the State of Washington. It incorporates Washington-specific disclosure, contingency, and closing requirements, caps liability at the Earnest Money, and preserves specific-performance rights. Bracketed text ❮LIKE THIS❯ identifies fields practitioners should customize before use.]

Document Header

This PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of ❮Effective Date❯ (the “Effective Date”) by and between:

• ❮Seller Legal Name❯, a ❮jurisdiction & entity type / individual❯ (“Seller”); and
• ❮Buyer Legal Name❯, a ❮jurisdiction & entity type / individual❯ (“Buyer”).

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

RECITALS

A. Seller is the fee simple owner of the real property commonly known as ❮street address❯, located in ❮County❯ County, Washington, together with all improvements thereon and the rights, privileges, easements, and appurtenances belonging thereto (the “Property”).

B. Buyer desires to purchase, and Seller desires to sell, the Property on the terms and conditions set forth herein.

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

TABLE OF CONTENTS

[// GUIDANCE: Update section numbers automatically if provisions are added/deleted.]

1. Definitions
2. Purchase and Sale
3. Purchase Price; Payment Terms
4. Conditions Precedent & Contingencies
5. Seller Disclosure Statement (Form 17)
6. Representations & Warranties
7. Covenants
8. Closing
9. Risk Allocation
10. Defaults & Remedies
11. Dispute Resolution
12. General Provisions
13. Execution Block

Exhibits & Schedules

1. DEFINITIONS

Capitalized terms have the meanings set forth below or elsewhere defined in this Agreement.

“Applicable Law” means all federal, state, and local statutes, regulations, ordinances, and judicial or administrative orders governing the Property, including without limitation the Washington Real Property Transfer Disclosure Act, Wash. Rev. Code Ann. § 64.06.010 et seq. (2024).

“Business Day” means any day other than Saturday, Sunday, or a Washington state or federal legal holiday.

“Closing” means the consummation of the transactions contemplated herein in accordance with Section 8.

“Closing Date” means ❮date / “the later of X days after satisfaction of all Contingencies or ____”❯.

“Contingency Period” means, collectively, the Inspection, Financing, Appraisal, and Title Review periods set forth in Section 4.

“Deed” means a statutory warranty deed in the form customarily used in Washington.

“Disclosure Statement” has the meaning given in Section 5.1.

“Earnest Money” has the meaning given in Section 3.2.

“Escrow Agent” means ❮escrow company or title company❯, or such other neutral third-party escrow holder mutually acceptable to the Parties.

“Inspection Period” has the meaning given in Section 4.2.

“Purchase Price” has the meaning given in Section 3.1.

“Title Company” means ❮title insurer❯ issued to Buyer at Closing.

[// GUIDANCE: Insert additional definitions alphabetically as needed.]

2. PURCHASE AND SALE

2.1 Agreement to Sell and Purchase. Seller hereby agrees to sell, convey, and assign to Buyer, and Buyer agrees to purchase from Seller, all of Seller’s right, title, and interest in and to the Property on the terms and conditions set forth herein.

2.2 Property Description; Personal Property. The Property shall include the land legally described in Exhibit A, all improvements located thereon, and the items of personal property listed on Schedule 1 (collectively, the “Personal Property”), all of which shall be conveyed to Buyer at Closing free and clear of liens, claims, and encumbrances other than the Permitted Exceptions (defined in Section 4.4).

3. PURCHASE PRICE; PAYMENT TERMS

3.1 Purchase Price. The total purchase price for the Property (the “Purchase Price”) shall be ❮$____❯, payable in U.S. dollars as follows:

a. Earnest Money (Section 3.2)……… ❮$_❯
b. Additional Deposit (if any)……… ❮$_❯
c. Balance at Closing………………… ❮$____❯
   (Total = Purchase Price)

3.2 Earnest Money. Within ❮two (2)❯ Business Days following Mutual Acceptance (defined below), Buyer shall deposit ❮$____❯ (the “Earnest Money”) with Escrow Agent. The Earnest Money shall be applied to the Purchase Price at Closing, remain refundable until expiration or waiver of the Contingency Periods, and shall thereafter become non-refundable to Buyer except as expressly provided herein.

3.3 Financing. Unless Buyer delivers written notice to Seller waiving the financing contingency under Section 4.3, Buyer shall obtain a loan in an amount sufficient to close. Buyer shall timely deliver to Escrow Agent all lender instructions, and failure to do so shall constitute Buyer Default.

3.4 Adjustments at Closing. All real property taxes, rents, homeowner association (“HOA”) dues, utilities, and other current expenses shall be prorated as of 11:59 p.m. on the day preceding the Closing Date in accordance with local custom, or as the Parties otherwise agree in writing.

3.5 Mutual Acceptance. “Mutual Acceptance” means the date the last Party signs this Agreement and delivers written notice of acceptance to the other Party.

4. CONDITIONS PRECEDENT & CONTINGENCIES

4.1 General. Buyer’s obligation to close is conditioned upon timely satisfaction or waiver of each contingency in this Section 4 (collectively, the “Contingencies”). If Buyer does not timely waive a Contingency in writing, Buyer shall be deemed to have disapproved the subject matter of such Contingency and may terminate this Agreement and receive a refund of the Earnest Money.

4.2 Inspection Contingency.
a. Period. Buyer shall have ❮ten (10)❯ days after Mutual Acceptance (the “Inspection Period”) to conduct any physical inspections, environmental assessments, or other due-diligence investigations.
b. Access. Seller shall provide reasonable access, subject to 24-hour notice, and may require customary indemnities and proof of insurance from Buyer’s contractors.
c. Rights. Buyer may: (i) approve; (ii) disapprove; (iii) request repairs or price concessions; or (iv) waive the contingency in writing prior to expiration of the Inspection Period.

4.3 Financing Contingency. Buyer shall have ❮twenty-one (21)❯ days after Mutual Acceptance to secure a loan commitment (the “Financing Contingency Period”). Failure to timely waive this contingency shall permit Buyer to terminate and receive a refund of the Earnest Money.

4.4 Title Contingency.
a. Preliminary Commitment. Within ❮five (5)❯ Business Days after Mutual Acceptance, Seller shall cause Title Company to deliver a preliminary title commitment (the “Title Commitment”) and legible copies of all recorded exceptions.
b. Objection Period. Buyer shall have ❮ten (10)❯ days to object in writing to any title matter. Seller shall have ❮five (5)❯ days to elect to cure. Matters not timely cured or waived by Buyer shall be “Permitted Exceptions.”

4.5 Appraisal Contingency. Buyer shall have ❮___❯ days to obtain an appraisal reflecting a value not less than the Purchase Price. If the appraisal is lower, Buyer may terminate or renegotiate.

4.6 HOA / Condominium Review. If the Property is subject to HOA documents, Seller shall deliver the resale certificate or public offering statement as required by RCW 64.34 or RCW 64.38, and Buyer shall have the statutory right of rescission.

4.7 Well, Septic, & Hazardous Substances. If the Property is served by a private well or septic system, or if underground storage tanks or lead-based paint may be present, Seller shall deliver the disclosures required by Applicable Law, and Buyer’s inspection rights include confirmation of satisfactory condition.

4.8 Waiver of Contingencies. Buyer may waive any Contingency by written notice to Seller at any time before the applicable deadline.

5. SELLER DISCLOSURE STATEMENT (FORM 17)

5.1 Delivery. Within ❮five (5)❯ Business Days after Mutual Acceptance, Seller shall deliver to Buyer a completed Real Property Transfer Disclosure Statement in the statutory form required by RCW 64.06.020 (the “Disclosure Statement”).

5.2 Buyer’s Statutory Rescission Right. Pursuant to RCW 64.06.030, Buyer may rescind this Agreement within three (3) Business Days after receipt of the Disclosure Statement by delivering written notice to Seller and Escrow Agent. If Buyer timely rescinds, the Earnest Money shall be refunded, and this Agreement shall be of no further force or effect.

5.3 Updates. Seller shall promptly update the Disclosure Statement if any information therein becomes inaccurate prior to Closing. Buyer shall have three (3) Business Days after receipt of any update to rescind as provided above.

5.4 Non-waiver. Nothing in this Section 5 limits Seller’s liability for fraud, intentional misrepresentation, or failure to disclose known material defects.

6. REPRESENTATIONS & WARRANTIES

6.1 Seller’s Representations. Seller represents and warrants to Buyer as of the Effective Date and again as of Closing that:
a. Authority. Seller has full power and authority to enter into and perform this Agreement.
b. Title. Seller holds marketable fee simple title to the Property, free of all liens except Permitted Exceptions.
c. No Violations. To Seller’s Knowledge, the Property is not in material violation of Applicable Law.
d. FIRPTA. Seller is/ is not a “foreign person” under 26 U.S.C. § 1445 (FIRPTA) and shall deliver the affidavit attached as Exhibit C.
e. Litigation. There is no pending or threatened litigation or condemnation affecting the Property.

6.2 Buyer’s Representations. Buyer represents and warrants to Seller that:
a. Authority and Capacity. Buyer has full power and authority to enter into and perform this Agreement and possesses or will possess at Closing the funds necessary to close.
b. No Reliance. Except as expressly set forth herein, Buyer is entering into this Agreement relying solely on its own investigations and inspections.

6.3 Survival. The representations and warranties in this Section 6 shall survive Closing for a period of ❮___❯ months, after which they shall expire.

7. COVENANTS

7.1 Seller’s Interim Covenants. Between Mutual Acceptance and Closing, Seller shall:
a. Maintain the Property in substantially the same condition, ordinary wear excepted;
b. Not enter into any new leases, encumbrances, or service contracts that bind Buyer without Buyer’s prior written consent; and
c. Provide Buyer written notice of any material adverse change affecting the Property.

7.2 Buyer’s Access & Indemnity. Buyer shall (i) restore the Property to its prior condition after inspections; (ii) carry liability insurance of not less than ❮$1,000,000❯ per occurrence; and (iii) indemnify Seller against third-party claims arising out of Buyer’s entry, excluding Seller’s negligence or willful misconduct.

8. CLOSING

8.1 Time and Place. Closing shall occur on the Closing Date at the offices of Escrow Agent or through remote, “mail-away” closing, as Escrow Agent may facilitate.

8.2 Escrow Instructions. The Parties shall execute escrow instructions consistent with this Agreement. If a conflict exists, this Agreement controls.

8.3 Seller’s Deliverables. At Closing, Seller shall deliver to Escrow Agent:
a. The executed Deed;
b. Bill of Sale for the Personal Property;
c. Non-foreign affidavit (Exhibit C);
d. Keys, codes, and other access devices; and
e. Any corrective instruments reasonably requested by the Title Company.

8.4 Buyer’s Deliverables. Buyer shall deliver:
a. The balance of the Purchase Price, plus Buyer’s share of closing costs, in immediately available funds;
b. Loan documents (if any) duly executed; and
c. Such certifications or resolutions as Escrow Agent reasonably requires.

8.5 Closing Costs. Unless otherwise agreed:
• Seller pays: excise/transfer tax, one-half escrow fee, deed preparation, and Seller’s counsel fees.
• Buyer pays: recording fees, loan costs, title insurance premium, one-half escrow fee, and Buyer’s counsel fees.

8.6 Possession. Possession shall transfer to Buyer at 5:00 p.m. on the Closing Date unless otherwise stated herein.

8.7 Recording & Disbursement. Escrow Agent shall record the Deed, disburse funds, and deliver the owner’s title policy to Buyer in the amount of the Purchase Price, insuring title subject only to Permitted Exceptions.

9. RISK ALLOCATION

9.1 Limited Indemnification. Each Party (“Indemnifying Party”) shall indemnify, defend, and hold harmless the other Party from and against third-party claims arising from the Indemnifying Party’s breach of this Agreement or negligence occurring prior to Closing (for Seller) or after Closing (for Buyer), provided that: (i) indemnity shall not extend to consequential, punitive, or special damages; and (ii) the aggregate liability of either Party under this Agreement (whether in indemnity or otherwise) shall not exceed the Earnest Money.

9.2 Limitation of Liability. EXCEPT FOR FRAUD, WILLFUL MISCONDUCT, AND THE OBLIGATION TO CONVEY TITLE AS PROVIDED HEREIN, THE MAXIMUM LIABILITY OF EITHER PARTY, INCLUDING ATTORNEYS’ FEES AND COSTS, SHALL NOT EXCEED THE EARNEST MONEY, AND NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES.

9.3 Assumption of Risk. Upon Closing, Buyer assumes the risk of all conditions, apparent or latent, except as expressly provided in this Agreement or the representations that survive Closing.

9.4 Casualty or Condemnation. If before Closing the Property is materially damaged or condemned, Buyer may (a) terminate this Agreement and receive the Earnest Money or (b) proceed to Closing and receive any insurance or condemnation proceeds.

9.5 Force Majeure. Performance shall be excused for events beyond a Party’s reasonable control (excluding financial inability) that prevent performance despite commercially reasonable efforts, provided the affected Party gives prompt notice and resumes performance when the event ends. Closing shall automatically extend for up to ❮15❯ days due to a force-majeure event.

10. DEFAULTS & REMEDIES

10.1 Buyer Default. If Buyer defaults after all Contingencies have been waived or satisfied, Seller’s sole remedy shall be to terminate this Agreement and retain the Earnest Money as liquidated damages, which the Parties acknowledge is a reasonable estimate of Seller’s damages and not a penalty.

10.2 Seller Default. If Seller defaults, Buyer may elect either:
a. Specific Performance (Section 10.4); or
b. Termination, in which case the Earnest Money shall be refunded to Buyer and Seller shall reimburse Buyer’s actual, documented out-of-pocket costs not to exceed ❮$____❯, provided that Seller’s aggregate liability shall remain capped as set forth in Section 9.2.

10.3 Notice & Cure. A Party alleging default shall give written notice describing the default in reasonable detail. The defaulting Party shall have ❮five (5)❯ Business Days (three (3) Business Days for monetary defaults) to cure before remedies may be exercised.

10.4 Specific Performance; Injunctive Relief. Because the Property is unique and monetary damages may be inadequate, either Party shall be entitled to seek specific performance or injunctive relief without posting bond, in addition to other remedies expressly provided, subject to the limitation in Section 9.2.

10.5 Attorneys’ Fees. The prevailing Party in any action or proceeding (including appeals) arising out of this Agreement shall be entitled to recover reasonable attorneys’ fees and costs.

11. DISPUTE RESOLUTION

11.1 Governing Law. This Agreement and any dispute hereunder shall be governed by the laws of the State of Washington, without regard to conflict-of-laws rules.

11.2 Forum Selection. Any suit or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state courts of the State of Washington sitting in ❮County where Property is located❯ County, and each Party irrevocably submits to such jurisdiction.

11.3 Optional Arbitration. At either Party’s election (made by written notice within ten (10) days after service of a complaint), any dispute shall be resolved by binding arbitration administered by ❮AAA / JAMS❯ under its Real Estate Arbitration Rules then in effect. If arbitration is elected:
a. The arbitrator shall be a retired Washington Superior Court judge with at least ten (10) years’ real-estate experience.
b. The arbitrator may grant any remedy permitted by this Agreement, including specific performance.
c. The arbitration award may be entered in any court of competent jurisdiction.
[// GUIDANCE: Omit this Section entirely if the parties prefer litigation only.]

11.4 No Jury Waiver. The Parties expressly acknowledge that no jury-trial waiver is included, consistent with the instructions provided.

12. GENERAL PROVISIONS

12.1 Amendments; Waivers. This Agreement may be amended or waived only by a writing signed by the Party against whom enforcement is sought.

12.2 Assignment. Buyer may not assign this Agreement without Seller’s prior written consent, which shall not be unreasonably withheld; provided, Buyer may assign to an affiliate under common control upon written notice to Seller. Any prohibited assignment is void.

12.3 Successors & Assigns. Subject to Section 12.2, this Agreement binds and benefits the Parties and their respective heirs, executors, administrators, successors, and permitted assigns.

12.4 Severability. If any provision is held invalid, the remaining provisions shall remain in full force, and a valid provision that most closely matches the Parties’ original intent shall be substituted.

12.5 Entire Agreement. This Agreement (including all Exhibits and Schedules) constitutes the entire agreement between the Parties regarding the Property and supersedes all prior or contemporaneous understandings.

12.6 Notices. All notices shall be in writing and deemed given (i) when delivered personally; (ii) one Business Day after being sent by a nationally recognized overnight courier; or (iii) when transmitted by email with confirmation of delivery, in each case to the addresses set forth below the Parties’ signatures (or such other address as a Party may designate by notice).

12.7 Counterparts; Electronic Signatures. This Agreement may be executed in any number of counterparts, all of which together constitute one instrument. Electronic signatures and pdf copies shall be deemed originals.

12.8 Time of Essence. Time is of the essence of every provision of this Agreement.

12.9 Interpretation. Headings are for convenience only and shall not affect interpretation. “Including” means “including without limitation.”

13. EXECUTION BLOCK

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

[// GUIDANCE: Insert notarization blocks if required by local recording office practice. In Washington, deeds (but not the PSA itself) must be notarized.]

EXHIBITS & SCHEDULES

• Exhibit A – Legal Description of the Property
• Exhibit B – Seller Disclosure Statement (Form 17)
• Exhibit C – FIRPTA Affidavit
• Schedule 1 – Personal Property Included in Sale
• Schedule 2 – Contingency Dates & Deadlines

[// GUIDANCE:
1. Recording Deed – Only the deed (not this Agreement) is recorded in Washington.
2. Earnest Money Handling – Confirm Escrow Agent holds funds in a trust account compliant with RCW 18.44. Consider adding interest-bearing account language if appropriate.
3. Excise Tax – Washington real estate excise tax (REET) is typically paid by Seller but may be contractually allocated.
4. Form Updates – Re-check statutory forms (e.g., Form 17) for any changes before closing.
5. Brokerage Relationships – If brokers are involved, add a separate section addressing commissions and agency disclosure (RCW 18.86).]