Purchase and Sale Agreement

Exhibit 3

PURCHASE AND SALE AGREEMENT

This Maine Municipal Association publication is presented for "Classroom Use Only." Its intended use is to stimulate and aid in discussion and role playing within a classroom setting.

Agreement entered into on the date noted below between the Town of_____________, a municipal corporation

under the laws of Maine, located in the County of __________ and the State of Maine (hereinafter referred to as

"Town"), and ____________________, a ___________________corporation with its principal place of business in

________________ (hereinafter referred to as "SELLER").

NOW THEREFORE, in consideration of the mutual promises contained herein by Town and

SELLER, (hereinafter collectively referred to as the "PARTIES"), it is hereby agreed by and between the

PARTIES as follows:

1. Upon the terms and subject to any conditions set forth in the Agreement, the Bid Proposal Form, the

Instructions to Bidders, Exceptions to Specifications and the Specifications, copies of which are attached hereto

and incorporated herein, Town agrees to purchase the___________________ from SELLER.

2. The total purchase price shall be in the amount of ____________ Dollars ($________). The total purchase price will

be paid to the SELLER in full within thirty (30) calendar days of the date of final acceptance of the _______________

by Town.

3. If SELLER elects to deliver the _______________ with minor equipment shortages, SELLER will certify in writing to

Town the nature of such shortages. In such event, the portion of the purchase price allocable to the equipment

not delivered shall not be payable until its subsequent delivery, provided that, in no event, the total amount applicable to

shortages shall not exceed ___________Dollars ($_______ ), unless prior written consent of Town is obtained.

4. There shall not be added to the purchase price or any portion thereof any amount of Federal, State, Local

Sales, Use or other such taxes, because Town is a tax exempt organization. Town shall provide the SELLER a tax exempt

certificate or other evidence of its tax exempt status upon demand.

5. Prior to the time of delivery, Town shall receive from the SELLER written certification that the ______________shall

be constructed and equipped and in all respects meets the standards for________________________.

6. This Agreement, which includes the Bid Proposal Form, Specifications, Exceptions to Specifications, all

Warranties, Instructions to Bidders and ____________________constitutes the entire agreement and understanding

between the PARTIES for the purchase of the _______________. This Agreement may not be amended or terminated

without the prior written consent of both PARTIES.

7. It is expressly understood and agreed that Town shall not be obligated to tender the contract total purchase

price set forth in paragraph two of this agreement unless and until Seller shall concurrently deliver all necessary

documents of Title of the ______________ to Town.

8. In the event of any litigation involving this Agreement, the PARTIES hereby agree that the litigation shall be

brought in the courts of the State of Maine and all Maine Laws including appropriate statutes and case law, shall

apply.

9. This Agreement shall not be effective until (a) executed by a duly authorized officer or official of the Town

of __________, and (b) accepted by a duly authorized officer of SELLER. The execution of this agreement on behalf

of Town shall constitute a representation that Town has full legal authority to enter into this Agreement and

that this Agreement is a valid and binding and unconditional obligation, enforceable against Town in accordance with its

terms. If requested by the SELLER, Town shall furnish favorable legal opinion of its counsel to such effect.

DATED the ____ day of ______________ , 19___.

______________ By________________
Witness

FOR THE TOWN OF _______________

___________________, Town Manager

FOR SELLER

NAME:

TITLE: