OVERLOOK LAND, LLC

Overlook Land, LLC | overlooklandllc.com

5316 Climbing Rock Trail, Prescott, AZ 86301 | (928) 316-6548 | hello@overlooklandllc.com

PURCHASE TERMS OF USE

AGREEMENT FOR THE SALE AND PURCHASE OF REAL ESTATE

NO BROKER – VACANT RESIDENTIAL LAND

Cash Sale and Owner Financing Purchases

WARNING: THIS CONTRACT HAS SUBSTANTIAL LEGAL CONSEQUENCES AND THE PARTIES ARE ADVISED TO CONSULT LEGAL AND TAX COUNSEL.

FOR VALUABLE CONSIDERATION OF TEN DOLLARS and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, ________ (herein “Buyer”) and Overlook Land, LLC with a mailing address of 5316 Climbing Rock Trail Prescott, AZ 86301 (herein “Seller”) do hereby covenant, contract and agree as follows:

Buyer shall purchase the Property described in Exhibit A under one of two payment options: the Cash Sale terms in Part II, or the Owner Financing terms in Part III. The General Terms and Conditions in Part I apply to both payment options. A comparison of the two payment options is set forth below.

Payment Option Comparison

Feature	Cash Sale	Owner Financing
Financing	This contract is not contingent on financing	Seller finances a portion of the Purchase Price under a Promissory Note from Buyer to Seller, secured by a Land Contract
Sales price	Purchase Price, Down Payment Money and Balance Due	Purchase Price, Down Payment Money and New Loan
Processing fee	One-time processing fee due at signing	One-time processing fee due at signing
Interest	Not applicable	Simple interest per annum on the unpaid principal balance. Upon default, Lender may increase the rate by five (5) percentage points (Default Rate)
Monthly payments	Not applicable	Even monthly payments, plus a Note Servicing Fee, plus estimated property taxes
Late charge	Not applicable	Charged if a payment is not received within five (5) calendar days after its due date
Property condition	Buyer has had the opportunity to inspect and investigate the Property and accepts it “as-is”	Buyer has personally inspected and examined the Property and accepts it “as-is”
Satisfaction guarantee	Not applicable	90-Day Satisfaction Guarantee
Title	Conveyed by Warranty Deed	Seller retains title until the Property is paid in full. Warranty Deed recorded within 30 days of payoff
Prepayment	Not applicable	No prepayment penalty

Part I. General Terms and Conditions (Applicable to All Purchases)

The following General Terms and Conditions apply to every purchase of Property from Seller, whether Buyer purchases under the Cash Sale terms in Part II or the Owner Financing terms in Part III.

AGREEMENT TO SELL AND PURCHASE

Seller agrees to sell, and Buyer agrees to buy from Seller the property described in Exhibit A. All property sold by this contract is called the “Property.”

UTILITIES

The present condition of all utility access to the property is accepted by Buyer. Seller is not aware of the existence of wetlands, shoreland, or flood plain on or affecting the real property except as follows: None. Seller knows of no hazardous substances or petroleum products having been placed, stored, or released from or on the real property by any person in violation of any law, nor of any underground storage tanks having been located on the real property at any time, except as follows: None.

CLOSING

The closing of the sale will be on or before ________ unless extended pursuant to the terms hereof. Closing may be extended to within 7 days after objections to matters disclosed in the title abstract, certificate or Commitment or by the survey have been cured. The closing date may also be extended by written agreement of the parties.

TITLE AND CONVEYANCE

Seller is to convey title to Buyer by Warranty Deed. Seller shall, prior to or at closing, satisfy all outstanding mortgages, deeds of trust and special liens affecting the subject property which are not specifically assumed by Buyer herein. Title shall be good and marketable, subject only to (a) covenants, conditions and restrictions of record, (b) public, private utility easements and roads and rights-of-way, (c) applicable zoning ordinances, protective covenants and prior mineral reservations, (d) special and other assessments on the property, if any, (e) general taxes for the current year and subsequent years. A title report shall not be provided to Buyer at closing. Buyer may elect to do their own title search at their own expense. If there are title defects, Seller shall notify Buyer promptly upon discovery and prior to closing, and Buyer, at Buyer’s option, may either (a) if defects cannot be cured by designated closing date, cancel this contract, in which case all earnest money or down payment monies deposited shall be returned, (b) accept title as is, or (c) if the defects are of such character that they can be remedied by legal action within a reasonable time, permit Seller such reasonable time to perform curative work at Seller’s expense. In the event that the curative work is performed by Seller, the time specified herein for closing of this sale shall be extended for a reasonable period necessary for such action. Seller represents that no government agency has served any notice to Seller requiring repairs, alterations or corrections of any existing condition except as stated herein. For Owner Financing purchases, Seller also represents that the property may be legally used as zoned.

APPRAISAL, SURVEY AND TERMITE INSPECTION

Any appraisal of the property shall be the responsibility of Buyer. A survey is not required.

POSSESSION AND TITLE

Prior to closing the property shall remain in the possession of Seller.

CLOSING COSTS AND EXPENSES

The following closing costs shall be paid as provided, if closed through a title company. No cost to buyer by closing directly.

Closing Cost	Buyer	Seller
Attorney Fees / Title Company Fees	X
Title Insurance	X
Title Abstract or Certificate	X
Recording Fees		X
Appraisal	X
Survey	X
Transfer Taxes		X
All other closing Cost	X

* 50/50 between buyer and seller.

PRORATIONS

Taxes for the current year, maintenance fees, assessments, dues and rents, if any, will be prorated through the Closing Date. For Owner Financing purchases, interest will also be prorated through the Closing Date. If taxes for the current year vary from the amount prorated at closing, the parties shall adjust the prorations when tax statements for the current year are available.

DEFAULT

If Buyer fails to comply with this contract, Buyer will be in default, and Seller may either (a) enforce specific performance, seek such other relief as may be provided by law, or both, or (b) terminate this contract and receive the earnest money as liquidated damages, thereby releasing both parties from this contract. If, due to factors beyond Seller’s control, Seller fails within the time allowed to deliver evidence of clean title, Buyer may either (a) extend the time for performance up to 15 days and the Closing Date will be extended as necessary or (b) terminate this contract as the sole remedy and receive a refund of the earnest money. If Seller fails to comply with this contract for any other reason, Seller will be in default and Buyer may either (a) enforce specific performance, seek such other relief as may be provided by law, or both, or (b) terminate this contract and receive the earnest money, thereby releasing both parties from this contract.

ATTORNEY’S FEES

The prevailing party in any legal proceeding brought under or with respect to the transaction described in this contract is entitled to recover from the non-prevailing party all costs of such proceeding and reasonable attorney’s fees.

REPRESENTATIONS

Seller represents that as of the Closing Date (a) there will be no liens, assessments, or security interests against the Property which will not be satisfied out of the sales proceeds unless securing payment of any loans assumed by Buyer and (b) assumed loans will not be in default. If any representation in this contract is untrue on the Closing Date, this contract may be terminated by Buyer and the earnest money will be refunded to Buyer. All representations contained in this contract will survive closing.

FEDERAL TAX REQUIREMENT

If Seller is a “foreign person”, as defined by applicable law, or if Seller fails to deliver an affidavit that Seller is not a “foreign person”, then Buyer shall withhold from the sales proceeds an amount sufficient to comply with applicable tax law and deliver the same to the Internal Revenue Service together with appropriate tax forms. IRS regulations require filing written reports if cash in excess of specified amounts is received in the transaction.

AGREEMENT OF PARTIES

This contract contains the entire agreement of the parties and cannot be changed except by their written agreement.

NOTICES

Cash Sale: All notices from one party to the other must be in writing and are effective when mailed to, hand-delivered at, or sent by email or other electronic communication as follows.

Owner Financing: Seller may communicate with Buyer by telephone, email, text message, mail, certified mail, or other reasonable means. Seller shall provide any specific form or method of notice required by applicable law. The Seller will notify the Buyer by email (buyer must keep a valid email address on file) if the Buyer is at default.

To Buyer at: ________, ________, ________, ________

Phone: ________ Email: ________

To Seller at: Overlook Land, LLC, 5316 Climbing Rock Trail Prescott, AZ 86301

Phone: (928) 316-6548 Email: hello@overlooklandllc.com

ASSIGNMENT

This agreement may not be assigned by Buyer without the consent of Seller. This agreement may be assigned by Seller and shall be binding on the heirs and assigns of the parties hereto.

PRIOR AGREEMENTS

This contract incorporates all prior agreements between the parties, contains the entire and final agreement of the parties, and cannot be changed except by their written consent. Neither party has relied upon any statement or representation made by the other party or any sales representative bringing the parties together. Neither party shall be bound by any terms, conditions, oral statements, warranties, or representations not herein contained. Each party acknowledges that he has read and understands this contract. The provisions of this contract shall apply to and bind the heirs, executors, administrators, successors and assigns of the respective parties hereto. When herein used, the singular includes the plural and the masculine includes the feminine as the context may require.

NO BROKER OR AGENTS

The parties represent that neither party has employed the services of a real estate broker or agent in connection with the property, or that if such agents have been employed, that the party employing said agent shall pay any and all expenses outside the closing of this agreement.

EMINENT DOMAIN

If the property is condemned by eminent domain after the effective date hereof, the Seller and Buyer shall agree to continue the closing, or a portion thereof, or cancel this Contract. If the parties cannot agree, Buyer may cancel this Contract and any down payment money paid by Buyer shall be returned to Buyer.

RECORDING

This agreement may be recorded in the official records of ________, ________.

OTHER PROVISIONS

TIME IS OF THE ESSENCE IN THE PERFORMANCE OF THIS AGREEMENT.

GOVERNING LAW

This contract shall be governed by the laws of the State of ________.

Part II. Cash Sale Purchase Terms

The following additional terms and conditions apply only when Buyer purchases the Property under the Cash Sale option.

SALES PRICE

The parties agree to the following sales price:

Purchase Price	________
Down Payment Money	________
Balance Due	________

FINANCING

The following provisions apply with respect to financing:

X CASH SALE: This contract is not contingent on financing.

DOWN PAYMENT MONEY

Buyer has deposited ________ as down payment money with Overlook Land, LLC. Additionally, the buyer acknowledges that there is a one-time processing fee of ________ due at signing.

PROPERTY CONDITION

Buyer hereby represents that they have had the opportunity to inspect and investigate the above-mentioned property and accepts the property in its “as-is” and present condition.

Part III. Owner Financing Purchase Terms

The following additional terms and conditions apply only when Buyer purchases the Property under the Owner Financing option. The Owner Financing purchase consists of the Purchase and Sale Agreement terms (Section A), the Promissory Note (Section B) and the Land Sale Contract (Section C).

Section A. Purchase and Sale Agreement Terms

SALES PRICE

The parties agree to the following sales price:

Purchase Price	________
Down Payment Money	________
New Loan	________

FINANCING

The following provisions apply with respect to financing:

X OWNER FINANCING: Seller agrees to finance ________ dollars of the purchase price pursuant to a promissory note from Buyer to Seller of ________, bearing ________ interest per annum, payable over a term of ________ Months with even monthly payments of ________, plus a Note Servicing Fee, plus estimated taxes of ________, secured by a Land Contract with the first payment to begin ________.

DOWN PAYMENT MONEY

Buyer has deposited ________ as down payment money with Overlook Land, LLC dated ________. Additionally, the buyer acknowledges that there is a one-time processing fee of ________ due at signing.

PROPERTY CONDITION

Buyer hereby represents that she has personally inspected and examined the above mentioned property and accepts the property in its “as-is” and present condition. This Property is covered by a 90-Day Satisfaction Guarantee as provided in Section 5 below.

90-DAY SATISFACTION GUARANTEE

Overlook Land, LLC will allow Buyer an additional inspection period of 90 days from the date of the down payment. If, for any reason, Buyer is unsatisfied with the Property during this 90-day period, Overlook Land, LLC agrees to either exchange the Property or refund all monies paid by Buyer, less the non-refundable Document Fee.

PAYMENT PROCESS

Buyer completes the Land Contract, Promissory Note and Purchase Sale Agreement through electronic signatures and initials. Buyer shall confirm that all information in the package is correct. If it is not, Buyer shall contact Tim Wielinski at (928) 316-6548 to correct the information.

The first payment is timed to be approximately 30 days from the contract date via check or credit card payment. Seller will email Buyer the auto-payment link to set up the monthly payment and make the one-time note set up fee payment. Payments will be automatically drafted from the bank account Buyer provides.

Late payments incur extra fees. If Buyer sells the Property, Buyer still has to pay Seller the balance due. Buyer will be billed monthly for prorated property taxes. If the county raises property taxes, the change will be reflected in the monthly payment.

Once Buyer makes the final payment, Seller will send Buyer a Warranty Deed for review and approval prior to recording the deed in Buyer’s name.

PROPERTY USE BEFORE PAYOFF

Buyer shall not dump environmentally hazardous waste on the Property. Buyer cannot live on the land, pull permits, or build anything on the land until it is paid off in full. Buyer will abide by all local and state municipal codes, rules and zoning as they pertain to the Property.

Section B. Promissory Note

For value received, ________ (“Borrower[s]”) promise to pay to Overlook Land, LLC with a mailing address of 5316 Climbing Rock Trail Prescott, AZ 86301 (“Lender”), or to order, the principal amount of ________ together with interest on the unpaid principal balance from ________ until paid in full. Principal and interest are payable as follows:

Payment

Borrower will pay Lender ________ Months of principal and interest payments in the amount of ________ each, plus ________ per month Note Servicing Fee, plus ________ per month for estimated property taxes, for a total payment of ________ per month, inclusive of interest, beginning ________, with interest calculated on the unpaid entire principal balance at ________ per annum. This estimated payment is based on the assumption that all payments will be made exactly as scheduled. The actual final payment will be for all principal and accrued interest not yet paid, together with any other unpaid amounts under this Note. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest, then to any late charges, then to principal. Borrower will pay Lender through our payment system, or at such other place as Lender may designate in writing. The term of this Note is ________ Months.

Default Rate

Upon default, including failure to pay upon final maturity, Lender, at its option, may, if permitted under applicable law, increase the interest rate on this Note by five (5) percentage points (“Default Rate”). The Default Rate of Interest shall thereafter supersede the rate set forth in Paragraph 1, above, even if the default is subsequently cured.

Prepayment

Borrower may prepay this note, in whole or in part with no prepayment penalty.

Late Charge

If a payment is not received within five (5) calendar days after its due date, Borrower will be charged a late charge, in addition to all other sums owed hereunder.

Default

Each of the following shall constitute an event of default under this Note:

Borrower fails to make any payment when due.
Borrower fails to comply with or to perform any other material term, obligation, covenant or condition contained in any other agreement between Lender and Borrower, including, but not limited to, the Purchase and Sale Agreement, Promissory Note and Land Contract.
Borrower defaults under any loan in favor of any other creditor, if such default may materially affect the Real Property securing this Note.
Any statement made or furnished to Lender by Borrower in connection with this loan was false at the time the statement was made.
Security, Acceleration and Collection

This Note is secured by a Land Contract of this same date.

The maker promises and agrees that in the case of a default in the payment of any sum required hereunder, or in the case of the failure to perform any covenant contained in the Land Contract securing this Note, or if the maker becomes insolvent or makes a general assignment for the benefit of creditors, then the unpaid principal balance and accrued interest shall, at the option of the holder or holders of this Note, immediately become due and payable although the time of maturity as expressed in this Note may not have arrived.

The Borrower promises and agrees that in the event of any sale, transfer, alienation, or other disposition of the Property which is the subject of the Land Contract which secures this Note, or of any part thereof or of any interest therein, whether voluntary or involuntary, the entire unpaid principal balance and accrued interest shall, at the option of the holder or holders of this Note, immediately become due and payable although the time of maturity as expressed in this Note may not have arrived.

Under this Note, the Borrower agrees to pay all costs, including reasonable attorneys’ fees, incurred in the collection of any unpaid amounts. Jurisdiction and venue of any claim, action or proceeding to enforce the parties’ rights under this Note shall be in the state and federal courts located in the maker’s court of choice.

The Borrower waives presentment for payment, demand, notice, protest, notice of protest, diligence, and non-payment of this Note, and all defenses on the ground of any extension of time for payment that may be given by Lender to Borrower.

Section C. Land Sale Contract

Purchase and Sale

The undersigned buyer (“Buyer”) agrees to buy and the undersigned seller Overlook Land, LLC with a mailing address of 5316 Climbing Rock Trail Prescott, AZ 86301, or its assigns, (“Seller”) agrees to sell all that tract or parcel of land, with such improvements as are located thereon, described in Exhibit A, together with all fixtures, landscaping, improvements, and appurtenances, all being hereinafter collectively referred to as the “Property.”

Items that will NOT remain with the property: N/A

Purchase Price and Method of Payment

Buyer warrants that, except as may be otherwise provided herein, Buyer will have at the time this agreement is signed and notarized, sufficient cash to complete the purchase of the Property, except for that portion the Seller has authorized for payment on the terms outlined in this Land Sale Contract.

The Purchase Price to be paid is ________. The terms of this Land Sale Contract are as follows:

Seller warrants the Property to be free of all liens and taxes are current.
Seller warrants the Property to be available to the buyer at the time of this contract’s effective date.
Seller holds the right to limit the amount of timber removed from the property to include only that area needed to place a dwelling or structure, until the total price of the property including interest is paid.
Seller shall retain title to the Property until the Property is paid in full, and Seller warrants that title to the Property will remain free from any loans, liens, or encumbrances throughout the payment period.
The Seller, at the time of title transfer, will provide the Buyer with a marketable title.
Property taxes are prorated and added to the borrower’s payment. The Seller will pay the property taxes until the buyer pays in full and the seller conveys the property to the buyer.
The Seller will notify the Buyer by email (buyer must keep a valid email address on file) if the Buyer is at default.
Late Charge: If any monthly payment is not received within five (5) calendar days after its due date, Buyer will be assessed a late charge.
Default and Remedies: Buyer shall be in default upon failure to make any payment when due or upon failure to perform any material obligation under this Agreement. Upon default, Seller may exercise any rights or remedies available under this Agreement or applicable law. Seller shall provide only such notice, opportunity to cure, waiting period, or other procedure as required by applicable law. Nothing in this Agreement requires Seller to provide any additional notice or cure period beyond that required by applicable law.
The terms of payment are as follows:
Purchase price: ________
Down payment will be ________.
The total amount financed plus interest is ________.
Payments of ________ will be made monthly for a period of ________ months at an interest rate of ________ simple interest. ________ of each payment will be applied to principal and interest and the balance to the Note Servicing Fee of ________ and the estimated taxes of ________.
Payments will begin on ________ and will continue until principal is paid in full.
There is no prepayment penalty. This note can be paid off at any time. Only the interest accrued to the date of payoff will be assessed.
Seller will record a Warranty Deed to the county of ________, State of ________, within 30 days of payoff.
Property Use: Buyer agrees to comply with all applicable federal, state, county, and local laws, ordinances, zoning requirements, codes, rules, and regulations relating to the Property and Buyer’s use of the Property.
Binding Agreement Date

This instrument becomes binding once the Buyer signs this instrument. I, ________, have accepted this offer subject to the terms noted in this Land Sale Contract as a legal and binding contract.

Part IV. Receipt (Applicable to All Purchases)

Receipt of Down Payment Money is acknowledged.

Receipt of Document Preparation fee is also acknowledged.

Date: ________

Exhibit A. Property Description

Parcel ID: ________________________________________

Legal Description: ________________________________________

County / State: ________________________________________

Signatures

EXECUTED ________ (THE EFFECTIVE DATE).

SELLER:

Overlook Land, LLC

By: ________________________________________

Name/Title: ________________________________________

Date: ________________________________________

BUYER / BORROWER:

Signature: ________________________________________

Printed Name: ________________________________________

Date: ________________________________________