Oregon Residential Lease Agreement with Option to Purchase
This Residential Lease Agreement and Option to Purchase is entered into by and
between ___________________ (Name of Seller/Lessor) , hereinafter referred to as
Lessor , and ___________________ (Name of Buyer/Lessee) , hereinafter referred to as
Lessee.
For and in consideration of the mutual covenants contained in this Agreement,
and other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:
1. Grant of Lease: Lessor does hereby lease unto Lessee and Lessee does hereby
rent from Lessor the personal residence and land located at _____________________
________________ (street address, city, state, zip code) , with the legal description of
said personal residence and land being attached hereto as Exhibit A and made a part
hereof by reference. Said residence and land are hereinafter referred to as the Property.
2. Term of Lease: This Lease shall commence on the ____ day of _____________,
20_____, and extend for _____ months until the ____ day of _____________, 20_____,
or the date Lessee exercises his Option to purchase the Property, whichever comes first.
3. Rental Payments: Lessee agrees to pay unto Lessor as the rent the sum of
$________ per month for the first month of this Lease and for each month thereafter
during the term of this Lease, said sum being due on or before the ____ day of each
month. Each monthly rental payment shall be prepaid at the beginning of each month.
4. Lessee’s Covenants: Lessee agrees to and understands the following:
A. That the Property shall be used only as a private dwelling and for no other
purposes whatsoever.
B. That all the usual electric, gas and water fees shall be paid be Lessee.
C. That Lessee shall maintain the Property in good condition during the
continuance of this Agreement and shall neither cause nor allow any abuse of the
facilities within the Residence. Upon the termination or expiration of this Lease,
Lessee shall redeliver the property in as good condition as at the commencement
of the term or as may be put in during the term, reasonable wear and tear from use
and obsolescence accepted.
D. That Lessee is and shall be responsible and liable for making repairs and or
replacements that may be required for injury or damage to the Property, equipment,
facilities or kitchen appliances therein.
E. That Lessee shall not make or cause to be made any changes or alterations
to the Property or attach any objects of permanence to any portion of the
Residence or do anything that might cause injury or damage to the Property without
the written consent of Lessor.
F. That all personal property placed in or upon the Property by Lessee, shall be
at the sole risk of the Lessee, or the parties owning same, and Lessor shall in no
event be liable for the loss of or damage to any such property.
G. That Lessor retains a landlord’s lien on all personal property placed upon the
Property to secure the payment of rent and any damages to the Property.
H. That Lessee understands that the termination of this Lease may only be
effective on the first day of a month. Lessee may not terminate on any day other
than the first day of the month. Thus, partial monthly rental payments are not
allowed and rent shall not be prorated.
5. Rights and Privileges of Lessor: Lessor shall have the following rights in addition
to all other rights given by the statutory or common law of the State of Oregon:
A. The right to enter the Property at all reasonable times for the purpose of
inspecting the same and/or showing the same to prospective tenants or
purchasers.
B. Lessor shall not be responsible for repairs to the Property which shall be the
responsibility of Lessee.
C. Lessor shall not be liable to any person for any damages of any nature
which may occur at any time on account of any defect in the Property, which
includes both the Land and Residence, whether said defect exists at the
time of execution of this Lease or arises subsequent hereto and whether such
defect was known or unknown at the time of such injury or damage,
D. Lessor shall not be liable for injuries or for damages from fire, wind, rain or
any other cause whatsoever, all claims for such and damages being specifically
waived by Lessee.
E. Lessor shall not be responsible or liable for any accident or damage to
automobiles, persons, or any other equipment or persons utilizing any portion of the
Property for any reason.
F. Real estate taxes and insurance on the Leased Property shall be paid by
Lessor.
6. Insurance and Destruction of Property: Hazard and fire insurance shall be
acquired and maintained by Lessor, the proceeds of which shall be payable to Lessor. In
the event that any portion of the Property be destroyed or rendered totally untenantable by
fire, windstorm, or other cause beyond the control of Lessor, then this Agreement shall
cease and terminate as of the date of such destruction, and the rental shall then be
accounted for between Lessor and Lessee up to the time of such damage or destruction of
said Property is the same as being prorated as of that date. In the event the Property is
damaged by fire, windstorm or other cause beyond the control of Lessor so as to render
the same partially untenantable, but repairable within a reasonable time, then this Lease
shall remain in force and effect and the Lessor shall, within a reasonable time, restore said
Property to substantially the condition the same were in prior to said damage, and there
shall be an abatement in rent in proportion to the relationship the damaged portion of the
Property bears to the whole of said Property.
7. Termination of Lease: If Lessee fails to comply with any of the terms, conditions,
or covenants contained in this Agreement, including the payment of rent and amounts due
by Lessee for damages or injuries to the Property, then upon giving Lessee ____ days
written notice, Lessor may terminate this Lease and re-enter and retake possession of the
Leased Property, but no such termination of this Lease or recovering possession shall
deprive Lessor of any other action or remedy for possession, for rent, or for damages.
Notice of termination shall be delivered to Lessee at the address of the Leased Property,
by United States Mail, postage prepaid. In the event that Lessor employees an attorney to
collect any rents or other charges due hereunder by Lessee or to enforce any of Lessee's
covenants herein or to protect the interest of the Lessor hereunder, Lessee agrees to pay
a reasonable attorney's fee and all expenses and costs incurred thereby.
8. Option to Purchase: For and in consideration of the payment of _____________
Thousand Dollars ($_____,000.00), by Lessee to Lessor, the receipt of which is hereby
acknowledged and is nonrefundable, Lessee is hereby given an option to purchase the
Property at any time on or before the ____ day of ____________, 20_____ (the Closing
Date ). Said Purchase Price shall be $_____________ with the earnest money to count
toward said Price, but no rent previously paid will count toward said Price. This option to
purchase shall be exercised by Lessee by giving ______ (number) days notice in writing
to Lessor. Within ________ (number) days after Lessee has exercised this option as
herein above provided, the Lessor shall deliver to Lessee a Certificate of Title or abstract
covering the Leased Property, acceptable to Lessee. Said Certificate or abstract shall
reflect that market will fee simple title to the subject property is vested in Lessor and shall
be subject only to taxes for the current year, easement, rights-of-way of record, and
mineral reservations. All expenses of the sale including survey, attorney's fees, recording
fee and any other cost shall be paid by Buyer. Taxes shall be prorated. Lessee shall
exercise due diligence to obtain financing to purchase the home. In no event shall the
earnest money be returned since it was the cost of the Option, but it will apply toward the
Purchase Price. The Contract for the Sale and Purchase of Real Property shall be
substantially in the form of Exhibit B attached hereto.
9. Severability
The invalidity of any portion of this Agreement will not and shall not be deemed to
affect the validity of any other provision. If any provision of this Agreement is held to be
invalid, the parties agree that the remaining provisions shall be deemed to be in full
force and effect as if they had been executed by both parties subsequent to the
expungement of the invalid provision.
10. No Waiver
The failure of either party to this Agreement to insist upon the performance of any
of the terms and conditions of this Agreement, or the waiver of any breach of any of the
terms and conditions of this Agreement, shall not be construed as subsequently waiving
any such terms and conditions, but the same shall continue and remain in full force and
effect as if no such forbearance or waiver had occurred.
11. Governing Law
This Agreement shall be governed by, construed, and enforced in accordance
with the laws of the State of _____________.
12. Notices
Unless provided herein to the contrary, any notice provided for or concerning this
Agreement shall be in writing and shall be deemed sufficiently given when sent by
certified or registered mail if sent to the respective address of each party as set forth at
the beginning of this Agreement.
13. Mandatory Arbitration
Any dispute under this Agreement shall be required to be resolved by binding
arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party
shall select one arbitrator and both arbitrators shall then select a third. The third
arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by
the rules of the American Arbitration Association then in force and effect.
14. Entire Agreement
This Agreement shall constitute the entire agreement between the parties and
any prior understanding or representation of any kind preceding the date of this
Agreement shall not be binding upon either party except to the extent incorporated in
this Agreement.
15. Modification of Agreement
Any modification of this Agreement or additional obligation assumed by either
party in connection with this Agreement shall be binding only if placed in writing and
signed by each party or an authorized representative of each party.
16. Assignment of Rights
The rights of each party under this Agreement are personal to that party and may
not be assigned or transferred to any other person, firm, corporation, or other entity
without the prior, express, and written consent of the other party.
17. Counterparts
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, but all of which together shall constitute but one and
the same instrument.
18. Compliance with Laws
In performing under this Agreement, all applicable governmental laws,
regulations, orders, and other rules of duly-constituted authority will be followed and
complied with in all respects by both parties.
19. In this Agreement, any reference to a party includes that party's heirs, executors,
administrators, successors and assigns, singular includes plural and masculine includes
feminine.
WITNESS our signatures as of the day and date first above stated.
________________________ _________________________
(P rinted Name of Lessor) (P rinted Name of Lessee)
________________________ ________________________
(Signature of Lessor) (Signature of Lessee)
State of Oregon )
) SS.
County of )
The foregoing instrument was acknowledged before me this _______________ (date)
by _________________ (Name of Lessee) .
Notary Public for Oregon
Type or Print Name
My Commission expires:
State of Oregon )
) SS.
County of )
The foregoing instrument was acknowledged before me this ________________ (date)
by _________________ (Name of Lessor) .
Notary Public for Oregon
Type or Print Name
My Commission expires:
EXHIBIT B
Contract for the Sale and Purchase of Real Property without a Real Estate Broker
WARNING: THIS CONTRACT HAS SUBSTANTIAL LEGAL CONSEQUENCES
AND THE PARTIES ARE ADVISED TO CONSULT LEGAL AND TAX COUNSEL.
For and consideration of Ten Dollars, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, ________________________
(Names of Sellers) , hereinafter called Seller , whether one or more, and
_________________________ (Names of Buyers) , hereinafter called Buyer , whether
one or more, do hereby covenant, contract and agree as follows:
1. Agreement to Sale and Purchase: Seller agrees to sell, and Buyer agrees to
buy from Seller the personal residence and land located at _____________________
_________________________ (street address, city, state, zip code) , with the legal
description of said personal residence and land being attached hereto as Exhibit A and
made a part hereof by reference. Said residence and land is hereinafter called the
Property.
2. The term Property shall also be deemed to cover the following items, if any:
(Strike items to be retained by Seller) curtains and rods, draperies and rods, valances,
blinds, window shades, screens, shutters, awnings, wall-to-wall carpeting, mirrors fixed
in place, ceiling fans, attic fans, mail boxes, television antennas and satellite dish
system with controls and equipment, permanently installed heating and air-conditioning
units, window air-conditioning units, built-in security and fire detection equipment,
plumbing and lighting fixtures including chandeliers, water softener, stove, built-in
kitchen equipment, garage door openers with controls, built-in cleaning equipment, all
swimming pool equipment and maintenance accessories, shrubbery, landscaping,
permanently installed outdoor cooking equipment, built-in fireplace screens, artificial
fireplace logs and all other property owned by Seller and attached to the Property,
except the following property not included (list items not included) :
3. Sales Price: The parties agree to the following sales price: $____________
cash at the Closing Date, which shall be on or before the _____ day of ____________,
20____. This contract is not contingent on financing.
4. Buyer has deposited with Seller the sum of $_________as earnest money. Said
amount will bear no interest and will be applied to the purchase price at closing.
5. PROPERTY CONDITION:
OREGON REVISED STATUES §93.040(1) REQUIRED STATEMENT FOR
LAND TRANSFER CONTRACTS:
BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON
TRANSFERRING FEE TITLE SHOULD INQUIRE ABOUT THE PERSON’S RIGHTS,
IF ANY, UNDER ORS 195.300, 195.301 AND 195.305 TO 195.336 AND SECTIONS 5
TO 11, CHAPTER 424, OREGON LAWS 2007. THIS INSTRUMENT DOES NOT
ALLOW USE OF THE PROPERTY DESCRIBED IN THIS INSTRUMENT IN
VIOLATION OF APPLICABLE LAND USE LAWS AND REGULATIONS. BEFORE
SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON ACQUIRING FEE
TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR
COUNTY PLANNING DEPARTMENT TO VERIFY THAT THE UNIT OF LAND BEING
TRANSFERRED IS A LAWFULLY ESTABLISHED LOT OR PARCEL, AS DEFINED
IN ORS 92.010 OR 215.010, TO VERIFY THE APPROVED USES OF THE LOT OR
PARCEL, TO DETERMINE ANY LIMITS ON LAWSUITS AGAINST FARMING OR
FOREST PRACTICES, AS DEFINED IN ORS 30.930, AND TO INQUIRE ABOUT THE
RIGHTS OF NEIGHBORING PROPERTY OWNERS, IF ANY, UNDER ORS 195.300,
195.301 AND 195.305 TO 195.336 AND SECTIONS 5 TO 11, CHAPTER 424,
OREGON LAWS 2007.
OREGON REVISED STATUTES §93.040(2) REQUIRED STATEMENT FOR
OWNER’S SALE AGREEMENT:
THE PROPERTY DESCRIBED IN THIS INSTRUMENT MAY NOT BE WITHIN A FIRE
PROTECTION DISTRICT PROTECTING STRUCTURES. THE PROPERTY IS
SUBJECT TO LAND USE LAWS AND REGULATIONS THAT, IN FARM OR FOREST
ZONES, MAY NOT AUTHORIZE CONSTRUCTION OR SITING OF A RESIDENCE
AND THAT LIMIT LAWSUITS AGAINST FARMING OR FOREST PRACTICES, AS
DEFINED IN ORS 30.930, IN ALL ZONES. BEFORE SIGNING OR ACCEPTING THIS
INSTRUMENT, THE PERSON TRANSFERRING FEE TITLE SHOULD INQUIRE
ABOUT THE PERSON’S RIGHTS, IF ANY, UNDER ORS 195.300, 195.301 AND
195.305 TO 195.336 AND SECTIONS 5 TO 11, CHAPTER 424, OREGON LAWS
2007. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON
ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE
APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY THAT
THE UNIT OF LAND BEING TRANSFERRED IS A LAWFULLY ESTABLISHED LOT
OR PARCEL, AS DEFINED IN ORS 92.010 OR 215.010, TO VERIFY THE
APPROVED USES OF THE LOT OR PARCEL, TO VERIFY THE EXISTENCE OF
FIRE PROTECTION FOR STRUCTURES AND TO INQUIRE ABOUT THE RIGHTS OF
NEIGHBORING PROPERTY OWNERS, IF ANY, UNDER ORS 195.300, 195.301 AND
195.305 TO 195.336 AND SECTIONS 5 TO 11, CHAPTER 424, OREGON LAWS
2007.
OREGON REVISED STATES §93.040(3) REQUIRED STATEMENT FOR OWNER’S
SALE AGREEMENT:
IF THE PROPERTY DESCRIBED IN THE INSTRUMENT IS SUBJECT TO SPECIAL
ASSESSMENT UNDER ORS 358.505, ORS 358.515 REQUIRES NOTIFICATION TO
THE STATE HISTORIC PRESERVATION OFFICER OF SALE OR TRANSFER OF
THIS PROPERTY.
THE PROPERTY DESCRIBED IN THIS INSTRUMENT:
[ ] IS [ ] IS NOT
SUBJECT TO SPECIAL ASSESSMENT UNDER ORS 358.505 (regarding ‘Historic
Property’).
SELLER’S DISCLOSURE STATEMENT: In compliance with Oregon law, ORS
§105.462 through §105.490:
[ ] Seller has furnished, and Buyer has received and reviewed, a Seller’s Property
Disclosure Statement; or
[ ] Seller is not required to furnish a Property Disclosure, because:
________________.
SELLER’S DISCLOSURE OF LEAD-BASED PAINT AND LEAD-BASED PAINT
HAZARDS is required by Federal law for a residential dwelling constructed prior to
1978. An addendum providing such disclosure [ ] IS attached; [ ] is not
applicable.
Buyer hereby represents that he has personally inspected and examined the above-
mentioned Property and all improvements thereon. Buyer hereby acknowledges that
unless otherwise set forth in writing elsewhere in this Agreement neither Seller nor
Seller's representatives, if any, have made any representations concerning the present
or past structural condition of the improvements. Buyer and Seller agree to the
following concerning the condition of the Property:
[ ] Buyer accepts the property in it’s as-is and present condition.
[ ] Buyer may have the property inspected by persons of Buyer's choosing and at
Buyer's expense. If the inspection report reveals defects in the Property, Buyer shall
notify Seller within 5 days of receipt of the report and may cancel this Agreement;
however, Buyer will not receive a refund of his earnest money since such payment was
in payment for the Option to purchase the Property. Buyer, at his option may also close
this Agreement notwithstanding the defects, or Buyer and Seller may renegotiate this
Agreement, in the discretion of Seller. All inspections and notices to Seller shall be
complete within _____ days after execution of this Agreement.
[ ] Buyer accepts the Property in its present condition; provided Seller, at Seller’s
expense, shall complete the following repairs and treatment: (describe) ____________
______________________________________________________________________
_____________________________________________________________________ .
Buyer agrees that he will not hold Seller or its representatives responsible or liable for
any present or future structural problems or damage to the foundation or slab of said
property. If the subject residential dwelling was constructed prior to 1978, Buyer may
conduct a risk assessment or inspection for the presence of lead-based paint and/or
lead-based paint hazards, to be completed within _____ days after execution of this
Agreement. In the alternative, Buyer may waive the opportunity to conduct an
assessment/inspection by indicating said waiver on the attached Lead-Based Paint
Disclosure form.
MECHANICAL EQUIPMENT AND BUILT IN APPLIANCES : All such equipment is sold
[ ] as-is without warranty, or [ ] shall be in good working order on the date of
closing. Any repairs needed to mechanical equipment or appliances, if any, shall be the
responsibility of [ ] Seller
[ ] Buyer.
UTILITIES: Water is provided to the property by_______________. Sewer is provided
by _______________ . Gas is provided by _______________. Electricity is provided by
_______________. The present condition of all utilities is accepted by Buyer.
Other : ______________________________________________________________
6. Closing: The closing of the sale will be on or before the _____ day of
_____________, 20____ (the Closing Date ), 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.
If either party fails to close this sale by the Closing Date, the non-defaulting party will be
entitled to exercise the remedies contained herein. The Closing Date may also be
extended by written agreement of the parties.
7. Title and Conveyance: Seller is to convey title to Buyer by Warranty Deed or
and provide Buyer with a Certificate of Title prepared by an attorney, title or abstract
company upon whose Certificate or report title insurance may be obtained from a title
insurance company qualified to do and doing business in the state of Oregon. Seller
will also execute a Bill of Sale, if necessary, for the transfer of any personal property.
Seller shall, prior to or at closing, satisfy all outstanding mortgages, deeds of trust and
special liens affecting the subject property. 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 year
______ and subsequent years and (e) other: __________________. A title report shall
be provided to Buyer at least 5 days prior to closing. If there are title defects, Seller
shall notify Buyer within 5 days of closing and Buyer, at Buyer's option, may either (a) if
defects cannot be cured by designated closing date, cancel this contract, (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 the property may be legally used as
zoned and that no government agency has served any notice to Seller requiring repairs,
alterations or corrections of any existing condition except as stated herein.
APPRAISAL, SURVEY AND TERMITE INSPECTION : Any appraisal of the property
shall be the responsibility of [ ] Buyer [ ] Seller. A survey is: [ ] not required [
] required, the cost of which shall be paid by [ ] Seller [ ] Buyer. A termite
inspection is [ ] not required [ ] required, the cost of which shall be paid by [ ]
Seller [ ] Buyer. If a survey is required it shall be obtained within 5 days of closing.
8. Possession and Title: Seller shall deliver possession of the Property to Buyer at
closing. Title shall be conveyed to Buyer, if more than one as [ ] Joint tenants with
rights of survivorship or [ ] tenants in common,
Prior to closing the property shall remain in the possession of Seller and Seller shall
deliver the property to Buyer in substantially the same condition at closing, as on the
date of this contract, reasonable wear and tear excepted.
9. Closing Costs and Expenses: The following closing costs shall be paid as
provided. (Leave blank if the closing cost does not apply.)
Closing Costs Buyer Seller Both*
Attorney Fees ________ _______ _______
Title Insurance ________ _______ _______
Title Abstract or Certificate ________ _______ _______
Property Insurance ________ _______ _______
Recording Fees ________ _______ _______
Appraisal ________ _______ _______
Survey ________ _______ _______
Termite Inspection ________ _______ _______
Origination fees ________ _______ _______
Discount Points ________ _______ _______
If contingent on rezoning,
cost and expenses of rezoning ________ _______ _______
Other: ___________________ ________ _______ _______
All other closing costs ________ _______ _______
* 50/50 between buyer and seller
Prorations: Taxes for the current year, interest, maintenance fees, assessments, dues
and rents, if any, will 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. If a loan is assumed and the lender
maintains an escrow account, the escrow account must be transferred to Buyer without
any deficiency. Buyer shall reimburse Seller for the amount in the transferred account.
Buyer shall pay the premium for a new insurance policy. If taxes are not paid at or prior
to closing, Buyer will be obligated to pay taxes for the current year.
Casualty Loss: If any part of the Property is damaged or destroyed by fire or other
casualty loss after the effective date of the contract, Seller shall restore the Property to
its previous condition as soon as reasonably possible. If Seller fails to do so due to
factors beyond Seller’s control, Buyer may either (a) terminate this contract, (b) extend
the time for performance and the Closing Date will be extended as necessary, or (c)
accept the Property in its damaged condition and accept an assignment of insurance
proceeds.
Default: If Buyer fails to comply with this contract, Buyer will be in default, and all
earnest money paid or agreed to be paid shall be paid to the Seller either as liquidated
damages or as otherwise allowed under Oregon law, and the contract shall be
terminated and of no further binding effect. It is the intention of the parties that under no
circumstances shall Buyer be liable to Seller under this Contract beyond the amount of
earnest money provided for herein. If Seller fails to comply with this contract, Seller will
be in default and Buyer shall be promptly refunded any earnest money. However,
acceptance of this refund shall not constitute a waiver of other legal remedies available
to Buyer.
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.
10. Severability
The invalidity of any portion of this Agreement will not and shall not be deemed to
affect the validity of any other provision. If any provision of this Agreement is held to be
invalid, the parties agree that the remaining provisions shall be deemed to be in full
force and effect as if they had been executed by both parties subsequent to the
expungement of the invalid provision.
11. No Waiver
The failure of either party to this Agreement to insist upon the performance of any
of the terms and conditions of this Agreement, or the waiver of any breach of any of the
terms and conditions of this Agreement, shall not be construed as subsequently waiving
any such terms and conditions, but the same shall continue and remain in full force and
effect as if no such forbearance or waiver had occurred.
12. Governing Law
This Agreement shall be governed by, construed, and enforced in accordance
with the laws of the State of Oregon.
13. Notices
Unless provided herein to the contrary, any notice provided for or concerning this
Agreement shall be in writing and shall be deemed sufficiently given when sent by
certified or registered mail if sent to the respective address of each party as set forth at
the beginning of this Agreement.
14. Mandatory Arbitration
Any dispute under this Agreement shall be required to be resolved by binding
arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party
shall select one arbitrator and both arbitrators shall then select a third. The third
arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by
the rules of the American Arbitration Association then in force and effect.
15. Entire Agreement
This Agreement shall constitute the entire agreement between the parties and
any prior understanding or representation of any kind preceding the date of this
Agreement shall not be binding upon either party except to the extent incorporated in
this Agreement.
16. Modification of Agreement
Any modification of this Agreement or additional obligation assumed by either
party in connection with this Agreement shall be binding only if placed in writing and
signed by each party or an authorized representative of each party.
17. Assignment of Rights
The rights of each party under this Agreement are personal to that party and may
not be assigned or transferred to any other person, firm, corporation, or other entity
without the prior, express, and written consent of the other party.
18. Counterparts
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, but all of which together shall constitute but one and
the same instrument.
19. Compliance with Laws
In performing under this Agreement, all applicable governmental laws,
regulations, orders, and other rules of duly-constituted authority will be followed and
complied with in all respects by both parties.
20. In this Agreement, any reference to a party includes that party's heirs, executors,
administrators, successors and assigns, singular includes plural and masculine includes
feminine.
WITNESS our signatures as of the day and date first above stated.
________________________ _________________________
(P rinted Name of Seller) (P rinted Name of Buyer)
_________________________ _________________________
(Signature of Seller) (Signature of Buyer)
State of Oregon )
) SS.
County of )
The foregoing instrument was acknowledged before me this ________________ (date)
by ___________________ (Name of Seller) .
Notary Public for Oregon
Type or Print Name
My Commission expires:
State of Oregon )
) SS.
County of )
The foregoing instrument was acknowledged before me this _______________ (date)
by __________________ (Name of Buyer) .
Notary Public for Oregon
Type or Print Name
My Commission expires:
