Fillable Printable Real Estate Purchase Contract - Utah

Real Estate Purchase Contract - Utah

Page 1 of 6 pages Buyer’s Initials ________ Date Seller’s Initials ________ Date

REAL ESTATE PURCHASE CONTRACT

This is a legally binding Real Estate Purchase Contract (“REPC”). Utah law requires real estate licensees to use this form. Buyer and Seller,

however, may agree to alter or delete its provisions or to use a different form. If you desire legal or tax advice, consult your attorney or tax

advisor.

OFFER TO PURC HASE AND EARNEST MONEY DEPOSIT

On this _____ day of ____________, 20 ____ (“Offer Reference Date”)

(“Buyer”)

offers to purchase from __________________________________________ (“Seller”) the Property described below and

[ ] delivers to the Buyer’s Brokerage with this offer, or [ ] agrees to deliver no later than four (4) calendar days

after Acceptance (as defined in Section 23), Earnest Money in the amount of $_______________ in the form

of___________________________________. After Acceptance of the REPC by Buyer and Seller, and receipt of the

Earnest Money by the Brokerage, the Brokerage shall have four (4) calendar days in which to deposit the Earnest Money

into the Brokerage Real Estate Trust Account.

Buyer’s Brokerage _____________ ___________ ___________ ________ Phone :__________ ___________ ___________ _

Received by: on (Date)

(Signature above acknowledges receipt of Earnest Money)

OTHER PROVISIONS

1. PROPERTY:

also described as:

City of

, County of , State of Utah, Zip ___________ (the "Property").

Any reference below to the term “Property” shall include the Property described above, together with the Included Items and

water right s/water shares, if any, referenced in Sections 1.1, 1.2 and 1.4.

1.1 Included Items. Unless excluded herein, this sale includes the following items if presently owned and in place

on the Property: plumbing, heating, air conditioning fixtures and equipment; ovens, ranges and hoods; cook tops;

dishwashers; ceiling fans; water heaters; light fixtures and bulbs; bathroom fixtures and bathroom mirrors; curtains,

draperies, rods, window blinds and shutters; window and door screens; storm do ors and windows; awnings; satellite dishes;

affixed carpets; automatic garage door openers and accompanying transmitters; security system; fencing and any

landscaping.

1.2 Other Included Items. The following items that are p resently owned and in place on the Property have been left

for the convenience of the parties and are also included in this sale (check applicable box ): [ ] washers [ ] dryers

[ ] refrigerators [ ] water softeners [ ] micro wave ovens [ ] other (specify)________________ ___________ _____

___________ ____ ____ _______ ____ _______ ____ ___ ________ ___ ________ ___ ____ _______ ____ _______ ____ ____ __

The above checked items shall be conveyed to Buyer under separate bill of sale with warranties as to title.

1.3 Excluded Items. The following items are excluded from this sale: ______________________ ___________ ____

__________________________________________________________________________________________________

1.4 Water Service. The Purchase Price for the Property shall include all water rights/water shares, if any, that are the

legal source for Seller’s current culinary water service and irrigation water service, if any, to the Property. The water

rights/water shares will be conveyed or otherwise transferred to Buyer at Closing by applicable deed or legal instruments.

The following water rights/water shares, if applicable, are specificall y excluded from this sale: ________________________

_________________________________________________________________________________________________

2. PURCHASE PRICE. The Purchase Price for the Property is $ ____________________. Except as provided in this

Section, the Purchase Price shall be paid as provided in Sections 2(a) through 2(d) below. Any amounts shown in 2(b) and

2(d) may be adjusted as deemed necessary by Buyer and the Lender.

(a) Earnest Money Deposit. Under certain conditions described in the REPC, this deposit may

become totally non refundable.

(b) New Loan. Buyer may apply for mortgage loan financing (the “Loan”) on terms acceptable to

Buyer: If an FHA/VA loan applies, see at tached FHA/VA Loan Addendum.

$________________ (c) Seller Financing (see attached Seller Financing Addend um)

(d) Balance of Purcha se Price in Cash at Settlement

PURCHASE PRICE. Total of lines (a) through (d)

Page 2 of 6 pages Buyer’s Initials ________ Date Seller’s Initials ________ Date

3. SETTLEMENT AND CLOS ING.

3.1 Settlement. Settlement shall take place no later than the Settlement Deadline referenced in Section 24(d), or as

otherwise mutually agreed by Buyer and Seller in writing. “Settlement" shall occur only when all of the following have been

completed: (a) Buyer and Seller have signed and delivered to each other or to the escrow/closing office all documents

required by the REPC, by the Lender, by the title insurance and escrow/closing offices, by written escrow instructions

(including any split closing instructions, if applicable), or by applicable law; (b) any monies required to be paid by Buyer or

Seller under these documents (except for the proceeds of any new loan) have been delivered by Buyer or Seller to the

other party, or to the escrow/closing office, in the form of cash, wire transfer, cashier’s check, or other form acceptable to

the escrow/closing office.

3.2 Prorations. All prorations, including, but not limited to, homeowner’s association dues, property taxes for the

current year, rents, and interest on assumed obligations, if any, shall be made as of the Settlement Deadline referenced in

Section 24(d), unless otherwise agreed to in writing by the parties. Such writing could include the settlement statement. The

provisions of this Section 3. 2 shall survive Closing.

3.3 Special Assessments. Any assessments for capital improvements as approved by the HOA (pursuant to HOA

governing documents) or as assessed by a municipality or special improvement district, prior to the Settlement Deadline

shall be paid for by: [ ] Seller [ ] Buyer [ ] Split Equally Between Buyer and Seller [ ] Other (explain)

_ ____

_____ __

. The provisions of this Section 3.3 shall survive

Closing.

3.4 Fees/Costs/Payment Obligations. Unless otherwise agreed to in writing, Seller and Buyer shall each pay one-

half (1/2) of the fee charged by the escrow/closing office for its services in the settlement/closing process. Tenant deposits

(including, but not limited to, security deposits, cleaning deposits and prepaid rents) shall be paid or credited by Seller to

Buyer at Settlement. Buyer agrees to be responsible for homeowners’ association and private and public utility service

transfer fees, if any, and all utilities and other services provided to the Property after the Settlement Deadline. The

escrow/closing office is authorized and directed to withhold from Seller’s proceeds at Closing, sufficient funds to pay off on

Seller’s behalf all mortgages, trust deeds, judgments, mechanic's liens, tax liens and warrants. The provisions of this

Section 3.4 shall survive Closing.

3.5 Closing. For purposes of the REPC , “Closing” means that: (a) Settlement has been completed; (b) the proceeds

of any new loan have been delivered by the Lender to Seller or to the escrow/closing office; and (c) the applicable Closing

documents have been recorded in the office of the county recorder. The actions described in 3.5 (b) and (c) shall be

ompleted wit hin four calen dar days after Settlement.

4. POSSESSION. Seller shall deliver physical possession of the Property to Buyer as follows: [ ] Upon Closing;

[ ]

___Hours after Closing; [ ] Calendar Days after Closing. Any contracted rental of the Property prior to or after

Closing, between Buyer and Seller, shall be by separate written agreement. Seller and Buyer shall each be responsible for

any insurance coverage each party deems necessary for the Property including any personal property and belongings.

Seller agrees to deliver the Property to Buyer in broom-clean condition and free of debris and personal belongings. Any

Seller or tenant moving-related damage to the Property shall be repaired at Seller's expense. The provisions of this Section

shall survive Closing.

5. CONFIRMATION OF AGENCY DISCLOSURE. Buyer and Seller acknowledge prior written receipt of agency

disclosure provided by their respective agent that has disclosed the agency relationships confirmed below. At the signing of

the REPC:

Seller’s Agent

, represents [ ] Seller [ ] both Buyer and Seller as a Limited Agent;

Seller’s Brokerage

, represents [ ] Seller [ ] both Buyer and Seller as a Limited Agent;

Buyer’s Agent

, represents [ ] Buyer [ ] both Buyer and Seller as a Limited Agent;

Buyer’s Brokerage

, represents [ ] Buyer [ ] both Buyer and Seller as a Limited Agent.

6. TITLE & TITLE INSURANCE.

6.1 Title to Property. Seller represents that Seller has fee title to the Property and will convey marketable title to

the Property to Buyer at Closing by general warranty deed. Buyer does agree to accept title to the Property subject to the

contents of the Commitment for Title Insurance (the “Commitment”) provided by Seller under Section 7, and as reviewed

and approved by Buyer under Section 8. Buyer also agrees to accept title to the Property subject to any existing leases,

rental and property management agreements affecting the Property not expiring prior to Closing which were provided to

Buyer pursuant to Section 7(e ). The provision s of this Section 6.1 shall survive Closing.

6.2 Title Insurance. At Settlement, Seller agrees to pay for and cause to be issued in favor of Buyer, through the

title insurance agency that issued the Commitment (the “Issuing Agent”), the most current version of the ALTA

Homeowner’s Policy of Title Insurance (the “Homeowner’s Policy”). If the Homeowner’s Policy is not available through the

Issuing Agent, Buyer and Seller further agree as follows: (a) Seller agrees to pay for the Homeowner’s Policy if available

Page 3 of 6 pages Buyer’s Initials ________ Date Seller’s Initials ________ Date

through any other title insurance agency selected by Buyer; (b) if the Homeowner’s Policy is not available either through the

Issuing Agent or any other title insurance agency, then Seller agrees to pay for, and Buyer agrees to accept, the most

current available version of an ALTA Owner’s Policy of Title Insurance (“Standard Coverage Owner’s Policy”) available

hrough the Issuing Agent.

7. SELLER DISCLOSURES. No later than the Seller Disclosure Deadline referenced in Section 24(a), Seller shall provide

to Buyer the following documents in hard copy or electronic format which are collectively referred to as the "Seller

isclosures":

(a) a written Seller property condition disclosure for the Property, completed, signed and dated by Seller as provided in

Section10.3;

(b) a Commit m ent for Title Insurance as referenced in Section 6;

(d) a copy of the most recent minutes, budget and financial statement for the homeowners’ association, if any;

(e) a copy of any lease, rental, and prop erty manag ement agreements affecting the Property not expiring prior to Cl osing;

(f) evidence of any water rights and/or water shares referenced in Section 1.4;

(g) written notice of any claims and/or conditions known to Seller relating to environmental problems and building or zoning

code violations; and

(h) Other (specify)

____________ ______

8. BUY

ER’S CONDITIONS OF PURCHASE.

8.1 DUE DILIGENCE CONDITION. Buyer's obligation to purchase the Property: [ ] IS [ ] IS NOT conditioned

upon Buyer’s Due Diligence as defined in this Section 8.1(a) below. This condition is referred to as the “Due Diligence

Condition.” If checked in the affirmative, Sections 8.1(a) through 8.1(c) ap ply; otherwise they do not.

(a) Due Diligence Items. Buyer’s Due Diligence shall consist of Buyer’s review and approval of the contents of

the Seller Disclosures referenced in Section 7, and any other tests, evaluations and verifications of the Property deemed

necessary or appropriate by Buyer, such as: the physical condition of the Property; the existence of any hazardous

substances, environmental issues or geologic conditions; the square footage or acreage of the land and/or improvements;

the condition of the roof, walls, and foundation; the condition of the plumbing, electrical, mechanical, heating and air

conditioning systems and fixtures; the condition of all appliances; the costs and availability of homeowners’ insurance and

flood insurance, if applicable; water source, availability and quality; the location of property lines; regulatory use restrictions

or violations; fees for services such as HOA dues, municipal services, and utility costs; convicted sex offenders residing in

proximity to the Property; and any other matters deemed material to Buyer in making a decision to purchase the Property.

Unless otherwise provided in the REPC, all of Buyer’s Due Diligence shall be paid for by Buyer and shall be conducted by

individuals or entities of Buyer's choice. Seller agrees to cooperate with Buyer’s Due Diligence. Buyer agrees to pay for any

damage to the Property resulting from any such inspe ction s or tests during the Due Diligence.

(b) Buyer’s Right to Cancel or Resolve Objections. If Buyer determines, in Buyer’s sole discretion, that the

results of the Due Diligence are unacceptable, Buyer may either: (i) no later than the Due Diligence Deadline referenced in

Section 24(b), cancel the REPC by providing written notice to Seller, whereupon the Earnest Money Deposit shall be

released to Buyer without the requirement of further written authorization from Seller; or (ii) no later than the Due Diligence

Deadline referenced in Section 24(b), resolve in writing with Seller any objections Buyer has arising from Buyer’s Due

Diligence.

any objections Buyer has arising from Buyer’s Due Diligence, as provided in Section 8.1(b), Buyer shall be deemed to have

waived the Due Diligence Condition.

8.2 APPRAISAL CONDITION. Buyer's obligation to purchase the Property: [ ] IS [ ] IS NOT conditioned upon the

Property appraising for not less than the Purchase Price. This condition is referred to as the “Appraisal Condition.” If

checked in th e affirmative, Sections 8.2(a) and 8.2(b) apply; otherwise they do not.

(a) Buyer’s Right to Cancel. If after completion of an appraisal by a licensed appraiser, Buyer receives written

notice from the Lender or the appraiser that the Property has appraised for less than the Purchase Price (a “Notice of

Appraised Value”), Buyer may cancel the REPC by providing written notice to Seller (with a copy of the Notice of Appraised

Value) no later than the Financing & Appraisal Deadline referenced in Section 24(c); whereupon the Earnest Money

Deposit shall be released to Buyer without the requirement of further written authorization from Seller.

(b) Failure to Cancel. If the REPC is not cancelled as provided in this section 8.2, Buyer shall be deemed to have

waived the Appraisal Condition.

8.3 FINANCING CONDITION. Buyer’s obligation to purchase the property: [ ] IS [ ] IS NOT conditioned upon

Buyer obtaining the Loan referenced in Section 2(b). This condition is referred to as the “Financing Condition.” If checked

in the affirmative, Sections 8.3(a) and 8.3(b) apply; otherwise they do not. If the Financing Condition applies, Buyer agrees

to work diligently and in good faith to obtain the Loa n.

Page 4 of 6 pages Buyer’s Initials ________ Date Seller’s Initials ________ Date

(a) Bu yer’s Right to Cancel Before the Financing & Appraisal Deadline. If Buyer, in Buyer’s sole discretion, is

not satisfied with the terms and conditions of the Loan, Buyer may cancel the REPC by providing written notice to Seller no

later than the Financing & Appraisal Deadline referenced in Section 24(c); whereupon the Earnest Money Deposit shall be

released to Buyer without the requirement of further written authorization from Seller.

(b) Buyer’s Right to Cancel After the Financing & Appraisal Deadline. If after expiration of the Financing &

Appraisal Deadline referenced in Section 24(c), Buyer fails to obtain the Loan, meaning that the proceeds of the Loan have

not been delivered by the Lender to Seller or to the escrow/closing office as required under Section 3.5 of the REPC, then

Buyer or Seller may cancel the REPC by providing written notice to the other party; whereupon the Earnest Money Deposit,

or Deposits, if applicable (see Section 8.4 below), shall be released to Seller without the requirement of further written

authorization from Buyer. In the event of such cancellation, Seller agrees to accept as Seller’s exclusive remedy, the

Earnest Money Deposit, or Deposits, if applicable, as liquidated damages. Buyer and Seller agree that liquidated damages

would be difficult and impractical to calculate, and the Earnest Money Deposit, or Deposits, if applicable, is a fair and

reas nable estimate of Seller’s dama ges in the event Buyer fails to obtain the Lo an.

8.4 ADDITIONAL EARNEST MONEY DEPOSIT. If the REPC has not been previously canceled by Buyer as

provided in Sections 8.1, 8.2 or 8.3(a), then no later than the Due Diligence Deadline referenced in Section 24(b), or the

Financing & Appraisal Deadline referenced in Section 24(c), whichever is later, Buyer: [ ] WILL [ ] WILL NOT deliver to

the Buyer’s Brokerage, an Additional Earnest Money Deposit in the amount of $_________________. The Earnest Money

Deposit and the Additional Earnest Money Deposit, if applicable, are sometimes referred to herein as the “Deposits”. The

arnest Money Deposit, or Deposits, if applicable, shall be credited toward the Purchase Price at Closing.

9. ADDENDA. There [ ] ARE [ ] ARE NOT addenda to the REPC containing additional terms. If there are, the terms of

the following addenda a re incorporate d into the REPC by this refere nce: [ ] Ad dendum No.

___ _____

[ ] Seller Financing Addendum [ ] FHA/VA Loan Addendum [ ] Lead-Based Paint Disclosure & Acknowledgement

in some transactions this disclosure is required by law) [ ] Other (specify)

(

10. HOME WARRANTY PLAN / AS-IS CONDITION OF PROP ERTY.

10.1 Home Warranty Plan. A one-year Home Warranty Plan [ ] WILL [ ] WILL NOT be included in this transaction.

If included, the Home Warranty Plan shall be ordered by [ ] Buyer [ ] Seller and shall be issued by a company selected

by [ ] Buyer [ ] Seller. The cost of the Home Warranty Plan shall not exceed $

and shall be paid for at

Settlement by [ ] Buyer [ ] Seller.

10.2 Condition of Property/Buyer Acknowledgements. Buyer acknowledges and agrees that in reference to the

physical condition of the Property: (a) Buyer is purchasing the Property in its “As-Is” condition without expressed or implied

warranties of any kind; (b) Buyer shall have, during Buyer’s Due Diligence as referenced in Section 8.1, an opportunity to

completely inspect and evaluate the condition of the Property; and (c) if based on the Buyer’s Due Diligence, Buyer elects

to proceed with the purchase of the Property, Buyer is relying wholly on Buyer’s own judgment and that of any contractors

or inspectors enga ged by Buyer to review, evaluate and inspe ct the Prop erty.

10.3 Condition of Property/Seller Acknowledgements. Seller acknowledges and agrees that in reference to the

physical condition of the Property, Seller agrees to: (a) disclose in writing to Buyer defects in the Property known to Seller

that materially affect the value of the Property that cannot be discovered by a reasonable inspection by an ordinary prudent

Buyer; (b) carefully review, complete, and provide to Buyer a written Seller property condition disclosure as stated in section

7(a); and (c) deliver the Property to Buyer in substantially the same general condition as it was on the date of Acceptance,

tion 23, ordinary wear and tear excepted. The prov isions of Sections 10.2 and 10.3 shall survive Closing.

as defined in Sec

11. FINAL PRE-SETTLE MENT WALK-THROUGH INSPECTION.

11.1 Walk-Through Inspection. No earlier than seven (7) calendar days prior to Settlement, and upon reasonable

notice and at a reasonable time, Buyer may conduct a final pre-Settlement walk-through inspection of the Property to

determine only that the Property is “as represented,” meaning that the items referenced in Sections 1.1, 1.2 and 8.1(b)(ii)

("the items") are respectively present, repaired or corrected as agreed. The failure to conduct a walk-through inspection or

to claim that an item is not as represented shall not constitute a waiver by Buyer of the right to receive, on the date of

possession, the items as represented. If the items are not as represented, Seller agrees to cause all applicable items to be

corrected, repaired or replaced (the “Work”) prior to the Settlement Deadline referenced in Section 24(d ).

11.2 Escrow to Complete the Work. If, as of Settlement, the Work has not been completed, then Buyer and Seller

agree to withhold in escrow at Settlement a reasonable amount agreed to by Seller, Buyer (and Lender, if applicable),

sufficient to pay for completion of the Work. If the Work is not completed within thirty (30) calendar days after the Settlement

Deadline, the amount so escrowed may, subject to Lender’s approval, be released to Buyer as liquidated damages for failure

o complete the Work. The provisions of this Section 11.2 shall survive Closing.

12. CHANGES DURING TRANSACTION. Seller agrees that from the date of Acceptance until the date of Closing, none of

the following shall occur without the prior written consent of Buyer: (a) no changes in any leases, rental or property

Page 5 of 6 pages Buyer’s Initials ________ Date Seller’s Initials ________ Date

management agreements shall be made; (b) no new lease, rental or property management agreements shall be entered

into; (c) no substantial alterations or improvements to the Property shall be made or undertaken; (d) no further financial

ncumbrances to the Property shall be made, and (e) no changes in the legal title to the Prop erty shall be made.

13. AUTHORITY OF SIGNERS. If Buyer or Seller is a corporation, partnership, trust, estate, limited liability company or

other entity, the person signing the REPC on its behal f warrants his or her authority to do so and to bind Buyer and Seller.

14. COMPLETE CONTRACT. The REPC together with its addenda, any attached exhibits, and Seller Disclosures

(collectively referred to as the “REPC”), constitutes the entire contract between the parties and supersedes and replaces

any and all prior negotiations, representations, warranties, understandings or contracts between the parties whether verbal

ise. The REPC cannot be changed except b y written agreement of the parties.

or otherw

15. MEDIATION. Any dispute relating to the REPC arising prior to or after Closing: [ ] SHALL [ ] MAY AT THE OPTION

OF THE PARTIES first be submitted to mediation. Mediation is a process in which the parties meet with an impartial

person who helps to resolve the dispute informally and confidentially. Mediators cannot impose binding decisions. The

parties to the dispute must agree before any settlement is binding. The parties will jointly appoint an acceptable mediator

and share equally in the cost of such mediation. If mediation fails, the other procedures and remedies available under the

REPC shall apply. Nothing in this Section 15 prohibits any party from seeking emergency legal or equitable relief, pending

ediation. The provisions of this Section 15 shall su rvive Closing.

16. DEFAULT.

16.1 Buyer Default. If Buyer defaults, Seller may elect one of the following remedies: (a) cancel the REPC and retain

the Earnest Money Deposit, or Deposits, if applicable, as liquidated damages; (b) maintain the Earnest Money Deposit, or

Deposits, if applicable, in trust and sue Buyer to specifically enforce the REPC; or (c) return the Earnest Money Deposit, or

Deposits, if applicable, to Buyer and p ursue any other reme dies available at law.

16.2 Seller Default. If Seller defaults, Buyer may elect one of the following remedies: (a) cancel the REPC, and in

addition to the return of the Earnest Money Deposit, or Deposits, if applicable, Buyer may elect to accept from Seller, as

liquidated damages, a sum equal to the Earnest Money Deposit, or Deposits, if applicable; or (b) maintain the Earnest

Money Deposit, or Deposits, if applicable, in trust and sue Seller to specifically enforce the REPC; or (c) accept a return of

the Earnest Money Deposit, or Deposits, if applicable, and pursue any other remedies available at law. If Buyer elects to

ccept liquida ted damages, Seller agrees to pay the liquidated damages to Buyer upon demand.

17. ATTORNEY FEES AND COSTS/GOVERNING LAW. In the event of litigation or binding arbitration to enforce the

REPC, the prevailing party shall be entitled to costs and reasonable attorney fees. However, attorney fees shall not be

awarded for participation in mediation under Section 15. This contract shall be governed by and construed in accordance

ith the laws of the State of Utah. The provisions of this Section 17 shall survive Closing.

18. NOTICES. Except as provided in Section 23, all notices required under the REPC must be: (a) in writing; (b) signed by

the Buyer or Seller giving notice; and (c) received by the Buyer or the Seller, or their respective agent, or by the brokerage

irm representing the Buyer or Seller, no later than the applicable d ate referenced in the REPC.

19. NO ASSIGNMENT. The REPC and the rights and obligations of Buyer hereunder, are personal to Buyer. The REPC

may not be assigned by Buyer without the prior written consent of Seller. Provided, however, the transfer of Buyer’s interest

in the REPC to any business entity in which Buyer holds a legal interest, including, but not limited to, a family partnership,

family trust, limited liability company, partnership, or corporation (collectively referred to as a “Permissible Transfer”), shall

not be treated as an assignment by Buyer that requires Seller’s prior written consent. Furthermore, the inclusion of “and/or

assigns” or similar language on the line identifying Buyer on the first page of the REPC shall constitute Seller’s written

onsent only to a Permissible Transfer.

20. INSURANCE & RISK OF LOSS.

20.1 Insurance Coverage. As of Closing, Buyer shall be responsible to obtain casualty and liability insurance

coverage on the Property in amounts acceptable to Buyer and Buyer’s Lender, if applicable.

20.2 Risk of Loss. If prior to Closing, any part of the Property is damaged or destroyed by fire, vandalism, flood,

earthquake, or act of God, the risk of such loss or damage shall be borne by Seller; provided however, that if the cost of

repairing such loss or damage would exceed ten percent (10%) of the Purcha se Price referenced in Sectio n 2, either Seller

or Buyer may elect to cancel the REPC by providing written notice to the other party, in which instance the Earnest Money

eposit, or Deposits, if applica ble, shall be returned to Buyer.

21. TIME IS OF THE ESSENCE. Time is of the essence regarding the dates set forth in the REPC. Extensions must be

agreed to in writing by all parties. Unless otherwise explicitly stated in the REPC: (a) performance under each Section of

the REPC which references a date shall absolutely be required by 5:00 PM Mountain Time on the stated date; and (b) the

term "days" and “calendar days” shall mean calendar days and shall be counted beginning on the day following the event

which triggers the timing requirement (e.g. Acceptance). Performance dates and times referenced herein shall not be

Page 6 of 6 pages Buyer’s Initials ________ Date Seller’s Initials ________ Date

binding upon title companies, lenders, appraisers and others not parties to the REPC, except as otherwise agreed to in

riting by such non-party.

22. ELECTRONIC TRANSMISSION AND COUNTERPARTS. Electronic transmission (including email and fax) of a signed

copy of the REPC, any addenda and counteroffers, and the retransmission of any signed electronic transmission shall be

the same as delivery of an original. The REPC and any addenda and counteroffe rs may be executed in counterparts.

23. ACCEPTANCE. "Acceptance" occurs only when all of the following have occurred: (a) Seller or Buyer has signed the

offer or counteroffer where noted to indicate acceptance; and (b) Seller or Buyer or their agent has communicated to the

other party or to the other party’s agent that the offer or counteroffer has been signed as required.

4. CONT RA CT DEADLINES. Buyer and Seller agree that the following deadlines shall apply to the REPC:

(a) Seller Disclosure Deadline

(Date)

(b) Due Diligence Deadline

(Date)

(d) Settlement Deadline

(Date)

25. OFFER AND TIME FOR ACCEPTANCE. Buyer offers to purchase the Property on the above terms and conditions. If

Seller does not accept this offer by:

_______ [ ] AM [ ] PM Mountain Time on

(Date), this offer shall lapse; and the Brokerage sh all return any Earnest Money Deposit to Buyer.

(Buyer’s Signature) (Offer Date) (Buyer’s Signature) (Offer Date)

(Buyer’s Names) (PLEASE PRINT) (Notice Address) (Zip Code) (Phone)

ACCEPTANCE/COUNTEROFFER/REJECTION

CHECK ONE:

[ ] ACCEPTANCE OF OFFER TO PURCHASE: Seller Accepts the foregoing offer on the terms and conditions specified

above.

[ ] COUNTEROFFER: Seller presents for Buyer’s Acceptance the terms of Buyer’s offer subject to the exceptions or

modifications as specified in the attached ADDENDUM NO.

[ ] REJECTION : Seller rej ects the foregoing offer.

(Seller’s Signature) (Date) (Time) (Seller’s Signature) (Date)(Time)

(Seller’s N ames) (PLEASE PRINT) (Notice Address) (Zip Code) (Phone)

THIS FORM APPROVED BY THE UTAH REAL ESTATE COMMISSI O N AND THE OFFICE OF THE UTAH ATTORNEY GENERAL,

EFFECTIVE AUGUST 27, 2008. AS OF JANUARY 1, 2009, IT WILL REPLACE AND SUPERSEDE THE PREVIOUSLY APPROVED VERSION OF THIS FORM.