Real Estate SD and L3 Agreement

REAL ESTATE SD AND L3 AGREEMENT

This Real Estate SD and L3 Agreement (the Agreement) is entered into on by and between the parties identified below. The parties agree that the disclosures, representations, and remediation obligations set forth herein shall be incorporated into and made a part of the purchase contract for the Property identified in Section 1.

1. Parties and Property Identification

2. Transaction and Financial Terms

Closing Date:     Possession Date:

3. Seller's Disclosure (SD)

The Seller certifies the following disclosures are true and complete to the best of Seller's knowledge. For each item marked "Yes" provide a concise explanation in the adjacent description field.

4. L3 Remediation Protocol and Obligations

The L3 Protocol (Level 3 Remediation) requires remediation to the standards set forth below where applicable. Seller acknowledgements, remediation obligations, timelines and financial responsibilities are specified in subsections A through F.

A. Scope and Standard

Where a disclosure in Section 3 indicates a condition requiring remediation, Seller shall, at Seller's expense unless otherwise agreed below, cause such condition to be remediated to a Level 3 standard, defined as remediation performed by a licensed contractor or certified assessor, including post-remediation clearance testing where required by applicable codes or by the L3 standard agreed by the parties.

B. Election to Remediate or Credit

Seller shall elect within days of Buyer's written notice of inspection results whether Seller will (i) complete L3 remediation prior to closing or (ii) provide a certified credit to Buyer at closing in the amount of USD toward remediation after closing. If Seller elects remediation, remediation shall be completed no later than days prior to the Closing Date.

C. Contractor Selection and Certification

Remediation work performed under L3 shall be undertaken by contractors licensed for the work in the jurisdiction where the Property is located. Seller shall deliver to Buyer prior to Closing a written certification from the contractor and, where applicable, a licensed inspector confirming that remediation was completed in accordance with the L3 standards and all applicable laws and regulations.

D. Cost Cap and Escrow Holdback

Unless otherwise agreed, Seller's obligation to remediate shall not exceed USD. Where remediation costs are reasonably estimated to exceed the cost cap through written contractor estimates, the parties may agree to an escrow holdback at Closing in the amount of USD to secure completion of remediation post-closing, subject to mutually agreed release conditions.

E. Buyer's Right to Independent Testing

Buyer shall have the right to obtain independent inspections and clearance testing at Buyer's expense during the inspection period. If independent testing reveals conditions materially inconsistent with the Seller's disclosures or remediation representations, Buyer may pursue remedies under Section 6 (Default and Remedies).

F. Allocation of Remediation Liability Post-Closing

If remediation is not completed prior to Closing and an escrow holdback is not used, Seller remains liable for remediation obligations described herein and agrees to indemnify and hold Buyer harmless for liabilities arising from Seller's failure to perform the L3 obligations known to Seller as of the date of Closing.

5. Default, Remedies, and Remedies for Failure to Remediate

If Seller fails to perform any material obligation under this Agreement, including but not limited to L3 remediation where Seller elected to remediate, Buyer shall provide written notice to Seller and Seller shall have a cure period of days to cure. If Seller fails to cure within the cure period, Buyer may elect one or more of the following remedies: (a) pursue specific performance; (b) terminate the purchase contract and receive return of any deposits; (c) complete remediation and deduct reasonable remediation costs from amounts due to Seller; or (d) pursue any other remedy available at law or equity. The parties agree that where monetary damages are sought, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs.

6. Representations, Warranties and Indemnities

Seller represents and warrants that Seller is the lawful owner of the Property, has full authority to enter this Agreement, and that all material facts known to Seller regarding the condition of the Property have been disclosed in Section 3. Seller further covenants to indemnify, defend and hold Buyer harmless from any claims, costs or liabilities arising from Seller's failure to disclose or from conditions known to Seller and not timely disclosed.

7. Notices

All notices, demands or communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in Section 1 or to such other address as a party may designate by written notice. Notices shall be deemed given when personally delivered or sent by nationally recognized overnight carrier.

8. Governing Law; Entire Agreement; Miscellaneous

This Agreement shall be governed by and construed in accordance with the laws of the state in which the Property is located. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations or agreements, whether written or oral. If any provision is held invalid, the remainder shall remain in full force and effect.

9. Acknowledgement and Certification

Each signatory below certifies under penalty of perjury that the information provided in this Agreement and the attached disclosure statements is true and complete to the best of the signatory's knowledge, that the signatory has authority to bind the party for whom the signatory signs, and that execution of this Agreement is a legal, valid and binding obligation.

Sign Now