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so welcome to the call tonight we're going to be going over the commercial purchase and sale agreement we actually don't cover this as much as we probably should many of you are getting opportunities to do 1031 exchanges or have conversations with investors we actually have some listings also that are commercial commercial properties that would require you to use a commercial purchase and sale agreement so tonight what we're going to do is cover some of the basics to get you started of course there'll be some more knowledge and you may need to rely on some other commercial brokers in our office to assist you if you get stuck with something but at least we'll get you pointed in the right direction that's my goal for tonight's call on the screen I have a listing that we've had for quite a while in commercial when you say quite a while that could be a year it could be two years commercial properties don't sell as quickly as residential properties so we will go ahead and cover just the basics tonight of how to write up a purchase and sale agreement using commercial the commercial purchase and sale some basics before we get started so you understand we do have brokers in our office at best choice Realty that only specialize in commercial they don't even actually even do residential back in 2000 I think 13 2013 or 14 one of the brokers who used to work at Kidder Matthews came to best choice Realty sat with me in my office and said Rochelle why are we not doing commercial your main office is in Tukwila which is a very very good area to have a commercial firm and would you allow me to assist the brokers at best choice Realty in doing commercial sales so at that point in time we looked at what it would take to have a commercial insurance policy to make sure that we have you know and to make sure that we had all the proper forms and the MLS to support that kind of effort and we went ahead in 2014 and opened up an account with commercial MLS and also had the ability to get insurance for commercial sales that we're doing here so we are completely licensed and insured to do commercial sales we do have a lot of experienced brokers who do commercial only sales and there are brokers who like to dabble in commercial once in a while or that have those opportunities that that happen that they want to take advantage of so just just so you kind of have a basis for what to do if you do want to step up your game this year and want to do commercial MLS and have access to that data you're only going to see a very small percentage on the MLS The Listening I have right here on the screen is a listing that we have also on Seba as well as on the MLS but you're not going to usually see commercial sales or commercial opportunities or listings on the Northwest MLS this is kind of a rare occurrence so if you do need to access commercial information and this would be six flexes twelve plexus grocery stores gas stations apartment buildings things of that nature you're most likely going to need to utilize the commercial MLS there is also another commercial portal called loop net loop net for most of you and residential understand lukla is kind of like Zillow it provides data but there's not similar types of things or kind of an association or rules and standards around loop net but commercial MLS they do have a group a very strong group of brokers that are in our area that posts their listings on that site just like Northwest MLS so if you want access to commercial MLS you can utilize my access in our offices there's no charge for that you just need to use the access in our office either Tacoma toquilla Linwood or Sumner you have the ability to do that otherwise you do have to pay for your own commercial mls access and that is a minimum of six months and you can go ahead and go to our website for more information on how to set that up so that's kind of just the mechanics of being a mercial broker at best choice Realty but let's go ahead and just jump in and let's just say that we wanted to go ahead and write up an offer on this particular commercial property a lot of investors look for commercial properties and this is a 50 bedroom 11 bath 2 kitchen 24,000 square foot with the basement property if you kind of scroll through it does need some work but for the right type of investment this could be a building that could be something really really great if it was assisted living or group housing or medical offices that's what this is kind of touting here they did have it recently appraised which is good that the agent put that on there and they dropped the price to one point to current days on market you would think in residential wow that's a long time it actually is not especially when they drop the price to one point two so this is the point in time where you may start to get offers so how you would write it up is you could click the little button here in transaction desc if you didn't have the Northwest MLS you can pull down the commercial purchase and sale agreement from the Express forms on MLS or if you're you happen to have it on the MLS it's easy for me just to go ahead and load it right here if well it's loading if you go to express forms on the MLS and you search commercial you'll see you spell commercial correctly there we go you'll see that there's plenty of forms that the MLS has agreed to partner with Seba in order to utilize these types of forms so there's industrial listing input sheets if you go to the next there's the commercial opportunity so you'll want to search for the Seba forms you could search for them here and they are they're coming up just fine okay so if you do need to utilize the Express forms that's how you find them or you could use a transaction desk and we actually have them right here loaded so it's commercial sale and it's multifamily and we like create as I go through this I'll show you some of the common mistakes that people are making so that you don't make that mistake when you're doing yours so what's nice about transaction desk as you guys know it fills in all the details for you it doesn't fill in the date so today's dates the offer expiration date with commercial you do want to give the the investor or the entity time it's not like residential where we want you know a one day sometimes it takes a week so it's not uh not normal to have the ex offer expiration date be the 19th for example a week to really get this in front of the all of the decision-makers that's not uncommon to you'll see an offer expiration date longer than just 24 hours obviously we put that and a closing date and commercial it can take longer to do commercial 60 days would be actually very fast where it might take three months or it might take four months you're closing with this type of property go ahead so big payouts but takes more time it goes add myself as a buyer okay and then I'm going to go ahead and see all the forms are loaded now some of you are not familiar with some of these forms and we won't go into every single one of them but I will go into the Seba commercial and investment real estate purchase and sale agreement this is the same purchase and sale agreement that's on Seba or that's on the special form systems that they have available on commercial MLS so you're not dealing with anything that's not common or the doesn't look the same as if you were working at say kit or Matthews or Keller Williams commercial they have the same forms if you look at them right here so as it's pulling up I can also send you guys if you want you can send me an email and I'll be happy to give you our my cheat sheet today if you want to do that right now I'll be happy to after the call just respond with the cheat sheet I have that readily available here we have a best trace Realty commercial purchase and sale agreement cheat sheet that might be helpful for you if you are new to writing your first purchase and sale agreement so what we're looking for with mutual acceptance is we definitely want to have a Seba purchase and sale agreement if it's anything more than four Plex which this one is a lot bigger than a four-plex we're going to want to see it on a Seba purchase and sale agreement so if you do not say you wrote this on a residential purchase and sale agreement we would ask you to change that legally that's what needs to happen there's also a lot of the deals they may be financed or there may be cash if it's cash proof of funds you wouldn't need the finance addendum but if you do have to have like seller finance or the maybe the seller is carrying back part of the contract or helping with the down payment those types of situations with commercial you're going to want to use the Seba fi in the finance addendum the promissory note is very common in a commercial real estate unlike residential where some agents will collect there's money right upon mutual acceptance and then deposited into an escrow accounts many commercial brokers like to work with promissory notes where they don't put the promise they don't put the earnest money into escrow until they pass or they cleared feasibility so if you are working with a buyer like that that does not want to put their earnest money up upon mutual acceptance you're going to want to use the Seba email prom or the earnest money promissory note just like residential we deal with a lot of foreign investors so the Seba 22e the FERC the disclosure is also a requirement when you are dealing with foreign entity when you need any disclose if the seller is a foreign citizen and there is an acknowledgement by the buyer of that foreign citizenship so make sure that you know the situation there on the seller whether there have horns listen or not if they don't have it we certainly should ask for it when we write the offer we should included in our package this tenant estoppel certificate this would be used in this particular scenario that I'm using I I don't need to use the tenant estoppel certificate because there are not people living there's not tenants on the property where we're asking them where the lenders will need a copy of that estoppel certificate since it's vacant I won't need to use the Seba Tec or tenant estoppel certificate so again based on your scenario come to me and I'll help you and advise you on what you need to do for that particular thing the legal description just like residential it is a requirement and it could make your purchase and sale agreement not good and not even legal so you do need to make sure that you attach the proper legal description and you should be using just like residential you should be using the legal description from the title company that's more important even than residential because there are several changes that are made a lot of times to these zoning and the commercial entities that would affect the purchase and sale agreement so make sure you get the the correct legal description for the commercial property you're working with just like just like residential there is a form 17 that is required when representing buyers we will ask you for that I'll show you in the purchase and sale agreement it's kind of an awkward dance that we do with commercial sellers because a lot of times the entities do not know much just like those bank owned properties they do not know much about commercial and so we're more about the property that they're managing so you may not get much even though you ask for a form 17 to be completed by the seller you may not get much you might get don't know don't know and that is very common but however it's good as a buyer's agent to go ahead and ask for the form 17 earnest money deposit receipt from escrow we will require just like we do for residential a commercial commission disbursement you'll like a commercial five million dollar property at three percent click is a hundred and fifty thousand dollar Commission I think a lot of you would love to have a commission check for $150,000 so those types of commissions are very nice at best choice Realty and we do have those that come through our office so those are Commission disbursements we Payne out on idle report still require that and you still are required to give the law of agency pamphlet and all of the appropriate disclosures does it just because your commercial doesn't mean that you don't have to do with some of those basics that we've talked about in classes prior if you are dual agents we also require you to have a buyer agency agreement you're going to see a lot more of you using buyer agency agreements but in if you're representing both buyer and seller you're going to want to use a buyer agency agreement and have that with your buyers again I can send this to you these are the common drafting errors but we're gonna go ahead I think it's best and learn by just doing so we're gonna go ahead and fill this in now at the buyer if I was just writing my name that would be my name Michelle and Eric white but what if I wanted to buy it say best choice Realty was going to buy a medical facility on State Street in Tacoma well then I would need to make sure that I have the proper name now is my company is it an LLC is it a corporation you may want to ask the questions and make sure you're dealing with the correct people I've had some people doing commercial that has NEMA verified who the buyer or who the entity is and you run the risk that you may not have a valid contract if you're not using the right appropriate terms so for example if it's a trust the living trust of Maggie West you need to make sure that everything is spelled correctly on the buyers name the purchase price some of you are writing the price like let's just say it was was our price here mmm a it's a it was one point two let's say we're going to go ahead and give her one hundred one point two and because you're not using the transaction desk or Express form some of you're just putting the price in but not typing this out because we're dealing with a lot of zeros and numbers if you do not type it out it can also lead to some challenges or possible errors that are made even on a hundred a thousand dollars can make a big difference in a purchase price again you're filling out a legal form so make sure that you also have it typed out in Word format as well as in dollar figures if it's all cash you just check the box here if it's financed you would need to include the finance and addendum because I'm doing a cash offer I'm gonna go ahead with the alt cash the earnest money it is common to have a promissory note so don't be shocked that you get it offer the promissory note which we would need to include the Seba form and then we always we'd never use selling firm here at best choice Realty we always check the Box closing agents the selling broker may however transfer the earnest way to the closing agent even if we were using the selling firm but we want these boxes checked at best choice Realty buyer will deliver the earnest money no later we usually do on the last day of his ability period defined on section five below unless you have some other type of arrangement that's the way I've seen it done most of the time and then if the earnest way is to be held by selling for him is over ten thousand we want to have it be a separate interest bearing account check that box and then the following exhibits we definitely want the illegal a we want the earnest money instead of having like the residential where you have to do the drop-down menu this is where you include by check boxing what you want to include here so we definitely want the verb do we want the utility we want we don't need the tenant to stop but we don't need the financing because we're cash I think we're good let's see we've got the earnest money Exhibit A we're good on the things we need the feasibility we need some more time to do some feasibility we're going to ask for 60 days although it is 30 days if not spelled out and we want down the books leases and agreements we want those within two we want the standard or extended if not completed then it would be the standard policy of owners policy if it's extended again that might be on the basis of different things need to be done it be there's surveys there's other costs that are incurred so you do need to understand how what type of title policy that you're your buyer needs in my case standard is we find and we're going to go ahead and have it done let's have it done by Stewarts again I don't have I have plenty of commercial agents but commercial you're gonna want to use a big company like Stewart Chicago fidelity those would be the three best that I use hey it what's nice about this one it says a title company of sellers choice have not completed so if you did not state this of who you wanted the sellers would then get to choose and that would be fine if you left this blank I don't like to leave things blank as you guys know I like to fill those in closing date this fill this in and we're gonna have Stewart's title in escrow closed it hey again it's a national company Bayern show seller do not wave we want that do not wave possession date we want on closing as is the personal property we want that portion if not completed we'll have the county assess the personal property there is any personal property but just in case there was this is the part agency disclosure where we have to represent the buyer and the seller is represented here so you do if it's even if it's dual agency if I'm representing the buyer and the seller I'd have to make sure I put that assignment may or may not may not have not completed as fine the top boxes are the ones that I would check in that section 21 an acceptance a seller has until the following day I'm going to go till August 19th this talks about counteroffers being a second business day which is very similar to residential here's where it talks about Commission so we talked about this a couple weeks ago you guys on what about Commission being part of the purchase and sale agreement for commercial sales and so this is normal for commercial sales where the seller agrees to sell the property on the terms and conditions here in and further agrees to pay a commission in a total amount computed in accordance with the listing or Commission agreement if there is no written list or commission agreement which a lot of commercial sales they're off market you will find that you get into this you will have to really get connected with people that specialize in commercial they often will have basically pocket listings if you will and they will have agreed with their sellers to allow buyers to have access that information but they're agreeing to pay the seller a commission and the buyer's agent of commission but you do need to understand what that is and when you write the contract you'll need to have an understanding about seller Green to pay the Commission of how much so six percent of the sales price the Commission shall be apportioned this would be three percent or a certain amount so this is all negotiated into the purchase and sale agreement so the seller and the buyer do know when you're working with the commercial purchase and sale agreement how much Commission's being allocated and I can tell you the commercial purchase and sale agreements I'm seeing they are quite high and so there is a value for negotiation and proper representation and knowledge base and experience and access to the property that would allow for this type of commission to be allocated in a contract and as you can see it auto-filled all of the information here did not fill in the address of the party so I would need to put in you know say my company set up Sumner is buying this you need to make sure that I fill in all of the details here otherwise it may not be a complete contract and I don't look like I know what I'm doing in commercial you don't want to leave blanks you want to keep everything filled in occur accordingly here so always fill this in if you don't you run the risk that somebody could fill it in for you or somebody could think you're not doing your job correctly so always cover your bases and make sure everything is filled in correctly here okay this right here license office this could be filled in as well but this is they already filled in here if we are sending courtesy notices or copies to the buyer the entity say there was a signer out of town that we needed to send courtesy copies notices too we could fill that information in here and then exhibit a this is what confuses a lot of you because you're just basically typing some of you are typing in and simple error of a street or a Northwest the number could throw the whole deal off and we have to have legal get involved so instead of typing anything in here I'd rather have you just like residential go ahead and attach a copy of the legal description and say see attach legal description from Stuart I don't escrow and usually it's Exhibit A that's what they call it okay once I'm done I can save a copy and I go to the next form as you guys know you can go up here and you can go to the next form the promissory note utility addendum would need to fill me filled out before I submit for signature so it's really not difficult many of you probably are think it's a lot more complicated than it is but actually commercial deals can be very simple if you have the right connections and you have the right relationships with the right people so not spelling out the price I see that a lot not providing a correct legal description all terms not filled in the timelines not adhered to remember just like inspection contingencies feasibility contingencies are the most important contingencies in a purchase and sale agreement and they did you have to adhere to that and also the earnest money so if you write your list money with the promissory note we don't need to really worry about the promise area or the earnest money note until we pass the feasibility I'm not quite common but be careful you you write that date in your calendar or on your phone or set a reminder because if you don't adhere to that in essence you are waiving your rights and you may be putting your clients Burness money and jeopardy not only the earnest money but they have potential for legal remedies as well dealing with as is provisions I'm seeing a lot of addenda where there's as is language being drafted I'd rather have you guys come to me when you're dealing with commercial and ask me for the proper language that our attorney has drafted for as is language I'd rather have it drafted in such a way where the buyers understand that they have rights as a buyer's agent I would want to make sure that my buyers understood that they had rights and contingencies that protected them so I wouldn't just want to say bye you know buyer is purchasing the home or the property as is that is not proper in the state of Washington so you know if you need some language that is as is language come to me and I'll be happy to provide that so you can use that on an addendum and not advising clients to seek legal counsel as particular questions arise in paragraph 12 of the SEMA purchase and sale agreement many of you do not encourage your buyers to also have their attorneys review the purchase and sale agreement and that can oftentimes provide some some kind of crazy instances though I have to jump in and help you solve in the hill the transaction sellers need to disclose everything just buyers need to assume the worst about the seller and they should investigate everything so during your feasibility contingency uncover as much as you possibly can basically just assume the worst the seller has not disclosed anything because most of the form of Seventeen's that I see do not disclose much about commercial property you'd want to know as much information as you possibly could if you're representing a buyer especially in something like we're seeing here with Charlene littles listing which is looks very houses I mean as you look at the pictures it's going to need some work so I'd want to know as much information as I possibly could may want to have my buyer consult with the City of Tacoma check the zoning make sure all of that work is done prior to my feasibility contingency expiring as you can see here ideas to consider the earnest money needs to be significant you cannot really get away with the 1% or who's funny and commercial you need to try to get them between two to five percent if you can't avoid promissory notes you're definitely going to be seeing much better because like I said most of the commercial sales that I see come through our office and others that I review have promissory notes so if you want to kind of put your best foot forward maybe try to avoid using a promissory note and put their earnest money into an escrow account showing that the buyers are very serious and they have the intent to move forward with the purchase be careful with environmental indemnities and the timelines for environmental it could be seven to nine months so if you can see red flags and the agent remarks or you're running into issues during feasibility with environmental studies that you're doing you may want to go ahead and ask for an extension before you get close to that feasibility expiring you're going to have a better chance of keeping the deal together if you can can show good faith that you have done some studies and you are needing some extensions to to go with the environmental reviews and non-redundant refundable earnest-money clauses also need to be written by our attorney we have an approved language and we've had some of you guys hopefully nobody noby on this call writing earnest many clauses that are not good they're not written properly and so they're not there's some confusion and so that becomes very legal when you're dealing with a $50,000 earnest money check it becomes non-refundable and then we have an issue with the seller key be fifty thousand dollars versus and being applied to purchase and sale agreement price so those are some things to consider if you want me to send this to you I'd be happy to do so does that mean email tonight and I'll be happy to send you my cheat sheet on the Seba purchase and sale agreement if you have questions you're welcome to reach out to me I can put you in touch with brokers that only focus on commercial here in our office and I have enough experience to be able to review the commercial purchase and sale agreements that I see coming through our office but if I do have issues or I do need if it's a sizable contract with a great amount of commission I do employ our attorney that I retain to review and give assistance when needed so I do have that backing if you guys need to utilize that if there's any questions I'm have after tonight's call just shoot me an email I'd be happy to go up for that and later calls I know we don't cover commercial enough and I apologize for a lot of you who want to really expand that I would highly recommend if you want to expand that part of your business Seba does have non-member pricing where you can get great training I've been able to learn a lot about the Seba purchase and sale agreements and the grade practice and utilize commercial forms just by attending those classes even when I was not a member I attended some of those classes and its commercial MLS comm is the place that you would go and you get you login and password but I believe they have education right here upcoming classes and events and this is where if you wanted to information about our properties ohm's understand Opportunity Zones now networking so you can really connect with people that are do commercial financing all of these classes are coming up and there are non-member pricing and member pricing for these classes and that's what I would recommend if you're wanting to really dive in and expand that part of your business and going forward so with that I'll let you guys go hope you have a great week hopefully this was helpful for you the baseline and we'll catch you next Monday same time same place with another topic have a great week [Music]