Fillable Form 10: Residential Contract For Sale And Purchase

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Form 10: Residential Contract For Sale And Purchase

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Buyer’s Initials _________ __________ Page 1 of 13 Seller’s Initials __________ __________
FloridaRealtors/FloridaBar- 5x Rev.6/19 © 2017 Florida Realtors® and The Florida Bar. All rights reserved.
Residential Contract For Sale And Purchase
THIS FORM HAS BEEN APPROVED BY THE FLORIDA REALTORS AND THE FLORIDA BAR
PARTIES: ("Seller"), 1
and ("Buyer"), 2
agree that Seller shall sell and Buyer shall buy the following described Real Property and Personal Property 3
(collectively “Property”) pursuant to the terms and conditions of this Residential Contract For Sale And Purchase and 4
any riders and addenda (“Contract”): 5
1. PROPERTY DESCRIPTION:6
(a) Street address, city, zip:7
(b) Located in: ______________ County, Florida. Property Tax ID #:8
(c) Real Property: The legal description is9
10
11
together with all existing improvements and fixtures, including built-in appliances, built-in furnishings and 12
attached wall-to-wall carpeting and flooring (“Real Property”) unless specifically excluded in Paragraph 1(e) or 13
by other terms of this Contract. 14
(d) Personal Property: Unless excluded in Paragraph 1(e) or by other terms of this Contract, the following items15
which are owned by Seller and existing on the Property as of the date of the initial offer are included in the16
purchase: range(s)/oven(s), refrigerator(s), dishwasher(s), disposal, ceiling fan(s), intercom, light fixture(s),17
drapery rods and draperies, blinds, window treatments, smoke detector(s), garage door opener(s), security gate18
and other access devices, and storm shutters/panels ("Personal Property").19
Other Personal Property items included in this purchase are:20
21
Personal Property is included in the Purchase Price, has no contributory value, and shall be left for the Buyer. 22
(e) The following items are excluded from the purchase:23
24
PURCHASE PRICE AND CLOSING 25
2. PURCHASE PRICE (U.S. currency): ................................................................................................$ 26
(a) Initial deposit to be held in escrow in the amount of (checks subject to COLLECTION) .......$ 27
The initial deposit made payable and delivered to “Escrow Agent” named below 28
(CHECK ONE): (i) accompanies offer or (ii) is to be made within _____ (if left 29
blank, then 3) days after Effective Date. IF NEITHER BOX IS CHECKED, THEN 30
OPTION (ii) SHALL BE DEEMED SELECTED. 31
Escrow Agent Information: Name: 32
Address: 33
Phone: E-mail: Fax: 34
(b) Additional deposit to be delivered to Escrow Agent within __________ (if left blank, then 10)35
days after Effective Date ......................................................................................................... $______________ 36
(All deposits paid or agreed to be paid, are collectively referred to as the “Deposit”) 37
(c) Financing: Express as a dollar amount or percentage (“Loan Amount”) see Paragraph 8 ....... ______________ 38
(d) Other: .............. $______________ 39
(e) Balance to close (not including Buyer’s closing costs, prepaids and prorations) by wire40
transfer or other COLLECTED funds ...................................................................................... $______________ 41
NOTE: For the definition of “COLLECTION” or “COLLECTED” see STANDARD S. 42
3. TIME FOR ACCEPTANCE OF OFFER AND COUNTER-OFFERS; EFFECTIVE DATE:43
(a) If not signed by Buyer and Seller, and an executed copy delivered to all parties on or before44
________________________, this offer shall be deemed withdrawn and the Deposit, if any, shall be returned45
to Buyer. Unless otherwise stated, time for acceptance of any counter-offers shall be within 2 days after the day46
the counter-offer is delivered.47
(b) The effective date of this Contract shall be the date when the last one of the Buyer and Seller has signed or48
initialed and delivered this offer or final counter-offer (“Effective Date”).49
4. CLOSING DATE: Unless modified by other provisions of this Contract, the closing of this transaction shall occur50
and the closing documents required to be furnished by each party pursuant to this Contract shall be delivered51
(“Closing”) on _____________________________ (“Closing Date”), at the time established by the Closing Agent.52
Buyer’s Initials _________ __________ Page 2 of 13 Seller’s Initials __________ __________
FloridaRealtors/FloridaBar- 5x Rev.6/19 © 2017 Florida Realtors® and The Florida Bar. All rights reserved.
5. EXTENSION OF CLOSING DATE: 53
(a) If Paragraph 8(b) is checked and Closing funds from Buyer’s lender(s) are not available on Closing Date due54
to Consumer Financial Protection Bureau Closing Disclosure delivery requirements (“CFPB Requirements”),55
then Closing Date shall be extended for such period necessary to satisfy CFPB Requirements, provided such56
period shall not exceed 10 days.57
(b) If an event constituting “Force Majeure” causes services essential for Closing to be unavailable, including the58
unavailability of utilities or issuance of hazard, wind, flood or homeowners’ insurance, Closing Date shall be59
extended as provided in STANDARD G.60
6. OCCUPANCY AND POSSESSION:61
(a) Unless the box in Paragraph 6(b) is checked, Seller shall, at Closing, deliver occupancy and possession of the62
Property to Buyer free of tenants, occupants and future tenancies. Also, at Closing, Seller shall have removed63
all personal items and trash from the Property and shall deliver all keys, garage door openers, access devices64
and codes, as applicable, to Buyer. If occupancy is to be delivered before Closing, Buyer assumes all risks of65
loss to the Property from date of occupancy, shall be responsible and liable for maintenance from that date,66
and shall be deemed to have accepted the Property in its existing condition as of time of taking occupancy,67
except with respect to any items identified by Buyer pursuant to Paragraph 12, prior to taking occupancy, which68
require repair, replacement, treatment or remedy.69
(b) CHECK IF PROPERTY IS SUBJECT TO LEASE(S) OR OCCUPANCY AFTER CLOSING. If Property is 70
subject to a lease(s) after Closing or is intended to be rented or occupied by third parties beyond Closing, the 71
facts and terms thereof shall be disclosed in writing by Seller to Buyer and copies of the written lease(s) shall 72
be delivered to Buyer, all within 5 days after Effective Date. If Buyer determines, in Buyer’s sole discretion, that 73
the lease(s) or terms of occupancy are not acceptable to Buyer, Buyer may terminate this Contract by delivery 74
of written notice of such election to Seller within 5 days after receipt of the above items from Seller, and Buyer 75
shall be refunded the Deposit thereby releasing Buyer and Seller from all further obligations under this Contract. 76
Estoppel Letter(s) and Seller’s affidavit shall be provided pursuant to STANDARD D. If Property is intended to 77
be occupied by Seller after Closing, see Rider U. POST-CLOSING OCCUPANCY BY SELLER. 78
7. ASSIGNABILITY: (CHECK ONE): Buyer may assign and thereby be released from any further liability under 79
this Contract; may assign but not be released from liability under this Contract; or may not assign this 80
Contract. 81
FINANCING 82
8. FINANCING:83
(a) Buyer will pay cash for the purchase of the Property at Closing. There is no financing contingency to Buyer’s84
obligation to close. If Buyer obtains a loan for any part of the Purchase Price of the Property, Buyer acknowledges 85
that any terms and conditions imposed by Buyer’s lender(s) or by CFPB Requirements shall not affect or extend 86
the Buyer’s obligation to close or otherwise affect any terms or conditions of this Contract. 87
(b) This Contract is contingent upon Buyer obtaining approval of a conventional FHA VA or other 88
______________ (describe) loan within _______ (if left blank, then 30) days after Effective Date (“Loan Approval 89
Period”) for (CHECK ONE): fixed, adjustable, fixed or adjustable rate in the Loan Amount (See Paragraph 90
2(c)), at an initial interest rate not to exceed _______ % (if left blank, then prevailing rate based upon Buyer’s 91
creditworthiness), and for a term of _______(if left blank, then 30) years (“Financing”). 92
(i) Buyer shall make mortgage loan application for the Financing within _______ (if left blank, then 5) days93
after Effective Date and use good faith and diligent effort to obtain approval of a loan meeting the Financing terms 94
(“Loan Approval”) and thereafter to close this Contract. Loan Approval which requires a condition related to the sale 95
by Buyer of other property shall not be deemed Loan Approval for purposes of this subparagraph. 96
Buyer’s failure to use diligent effort to obtain Loan Approval during the Loan Approval Period shall be considered a 97
default under the terms of this Contract. For purposes of this provision, “diligent effort” includes, but is not limited 98
to, timely furnishing all documents and information and paying of all fees and charges requested by Buyer’s 99
mortgage broker and lender in connection with Buyer’s mortgage loan application. 100
(ii) Buyer shall keep Seller and Broker fully informed about the status of Buyer’s mortgage loan application,101
Loan Approval, and loan processing and authorizes Buyer’s mortgage broker, lender, and Closing Agent to disclose 102
such status and progress, and release preliminary and finally executed closing disclosures and settlement 103
statements, to Seller and Broker. 104
(iii) Upon Buyer obtaining Loan Approval, Buyer shall promptly deliver written notice of such approval to Seller.105
Buyer’s Initials _________ __________ Page 3 of 13 Seller’s Initials __________ __________
FloridaRealtors/FloridaBar- 5x Rev.6/19 © 2017 Florida Realtors® and The Florida Bar. All rights reserved.
(iv) If Buyer is unable to obtain Loan Approval after the exercise of diligent effort, then at any time prior to 106
expiration of the Loan Approval Period, Buyer may provide written notice to Seller stating that Buyer has been 107
unable to obtain Loan Approval and has elected to either: 108
(1) waive Loan Approval, in which event this Contract will continue as if Loan Approval had been obtained; or109
(2) terminate this Contract.110
(v) If Buyer fails to timely deliver either notice provided in Paragraph 8(b)(iii) or (iv), above, to Seller prior to111
expiration of the Loan Approval Period, then Loan Approval shall be deemed waived, in which event this Contract 112
will continue as if Loan Approval had been obtained, provided however, Seller may elect to terminate this Contract 113
by delivering written notice to Buyer within 3 days after expiration of the Loan Approval Period. 114
(vi) If this Contract is timely terminated as provided by Paragraph 8(b)(iv)(2) or (v), above, and Buyer is not in115
default under the terms of this Contract, Buyer shall be refunded the Deposit thereby releasing Buyer and Seller 116
from all further obligations under this Contract. 117
(vii) If Loan Approval has been obtained, or deemed to have been obtained, as provided above, and Buyer118
fails to close this Contract, then the Deposit shall be paid to Seller unless failure to close is due to: (1) Seller’s 119
default or inability to satisfy other contingencies of this Contract; (2) Property related conditions of the Loan Approval 120
have not been met (except when such conditions are waived by other provisions of this Contract); or (3) appraisal 121
of the Property obtained by Buyer’s lender is insufficient to meet terms of the Loan Approval, in which event(s) the 122
Buyer shall be refunded the Deposit, thereby releasing Buyer and Seller from all further obligations under this 123
Contract. 124
(c) Assumption of existing mortgage (see rider for terms).125
(d) Purchase money note and mortgage to Seller (see riders; addenda; or special clauses for terms).126
127
CLOSING COSTS, FEES AND CHARGES 128
9. CLOSING COSTS; TITLE INSURANCE; SURVEY; HOME WARRANTY; SPECIAL ASSESSMENTS:129
(a) COSTS TO BE PAID BY SELLER:130
• Documentary stamp taxes and surtax on deed, if any • HOA/Condominium Association estoppel fees131
• Owner’s Policy and Charges (if Paragraph 9(c)(i) is checked) • Recording and other fees needed to cure title132
• Title search charges (if Paragraph 9(c)(iii) is checked) • Seller’s attorneys’ fees133
• Municipal lien search (if Paragraph 9(c)(i) or (iii) is checked) • Other:134
Seller shall pay the following amounts/percentages of the Purchase Price for the following costs and expenses:135
(i) up to $ _____________ or _________ % (1.5% if left blank) for General Repair Items (“General Repair136
Limit”); and137
(ii) up to $ _____________ or _________ % (1.5% if left blank) for WDO treatment and repairs (“WDO Repair138
Limit”); and139
(iii) up to $ _____________ or _________ % (1.5% if left blank) for costs associated with closing out open or140
expired building permits and obtaining required building permits for any existing improvement for which a141
permit was not obtained (“Permit Limit”).142
If, prior to Closing, Seller is unable to meet the Maintenance Requirement as required by Paragraph 11 or the143
repairs, replacements, treatments or permitting as required by Paragraph 12 then, sums equal to 125% of144
estimated costs to complete the applicable item(s) (but not in excess of applicable General Repair, WDO145
Repair, and Permit Limits set forth above, if any) shall be escrowed at Closing. If actual costs of required repairs,146
replacements, treatment or permitting exceed applicable escrowed amounts, Seller shall pay such actual costs147
(but not in excess of applicable General Repair, WDO Repair, and Permit Limits set forth above). Any unused148
portion of escrowed amount(s) shall be returned to Seller.149
(b) COSTS TO BE PAID BY BUYER:150
• Taxes and recording fees on notes and mortgages • Loan expenses151
• Recording fees for deed and financing statements • Appraisal fees152
• Owner’s Policy and Charges (if Paragraph 9(c)(ii) is checked) • Buyer’s Inspections153
• Survey (and elevation certification, if required) • Buyer’s attorneys’ fees154
• Lender’s title policy and endorsements • All property related insurance155
• HOA/Condominium Association application/transfer fees • Owner’s Policy Premium (if Paragraph156
• Municipal lien search (if Paragraph 9(c)(ii) is checked) 9 (c)(iii) is checked.)157
• Other:158
(c) TITLE EVIDENCE AND INSURANCE: At least ______ (if left blank, then 15, or if Paragraph 8(a) is checked,159
then 5) days prior to Closing Date (“Title Evidence Deadline”), a title insurance commitment issued by a Florida160
licensed title insurer, with legible copies of instruments listed as exceptions attached thereto (“Title161
Commitment”) and, after Closing, an owner’s policy of title insurance (see STANDARD A for terms) shall be162
Buyer’s Initials _________ __________ Page 4 of 13 Seller’s Initials __________ __________
FloridaRealtors/FloridaBar- 5x Rev.6/19 © 2017 Florida Realtors® and The Florida Bar. All rights reserved.
obtained and delivered to Buyer. If Seller has an owner’s policy of title insurance covering the Real Property, a 163
copy shall be furnished to Buyer and Closing Agent within 5 days after Effective Date. The owner’s title policy 164
premium, title search and closing services (collectively, “Owner’s Policy and Charges”) shall be paid, as set 165
forth below. The title insurance premium charges for the owner’s policy and any lender’s policy will be calculated 166
and allocated in accordance with Florida law, but may be reported differently on certain federally mandated 167
closing disclosures and other closing documents. For purposes of this Contract “municipal lien search” means a 168
search of records necessary for the owner’s policy of title insurance to be issued without exception for unrecorded 169
liens imposed pursuant to Chapters 159 or 170, F.S., in favor of any governmental body, authority or agency. 170
(CHECK ONE): 171
(i) Seller shall designate Closing Agent and pay for Owner’s Policy and Charges, and Buyer shall pay the 172
premium for Buyer’s lender’s policy and charges for closing services related to the lender’s policy, 173
endorsements and loan closing, which amounts shall be paid by Buyer to Closing Agent or such other 174
provider(s) as Buyer may select; or 175
(ii) Buyer shall designate Closing Agent and pay for Owner’s Policy and Charges and charges for closing 176
services related to Buyer’s lender’s policy, endorsements and loan closing; or 177
(iii) [MIAMI-DADE/BROWARD REGIONAL PROVISION]: Seller shall furnish a copy of a prior owner’s policy 178
of title insurance or other evidence of title and pay fees for: (A) a continuation or update of such title evidence, 179
which is acceptable to Buyer’s title insurance underwriter for reissue of coverage; (B) tax search; and (C) 180
municipal lien search. Buyer shall obtain and pay for post-Closing continuation and premium for Buyer’s owner’s 181
policy, and if applicable, Buyer’s lender’s policy. Seller shall not be obligated to pay more than $_____________ 182
(if left blank, then $200.00) for abstract continuation or title search ordered or performed by Closing Agent. 183
(d) SURVEY: On or before Title Evidence Deadline, Buyer may, at Buyer’s expense, have the Real Property 184
surveyed and certified by a registered Florida surveyor (“Survey”). If Seller has a survey covering the Real 185
Property, a copy shall be furnished to Buyer and Closing Agent within 5 days after Effective Date. 186
(e) HOME WARRANTY: At Closing, Buyer Seller N/A shall pay for a home warranty plan issued by 187
___________________________________________ at a cost not to exceed $_________________. A home 188
warranty plan provides for repair or replacement of many of a home’s mechanical systems and major built-in 189
appliances in the event of breakdown due to normal wear and tear during the agreement’s warranty period. 190
(f) SPECIAL ASSESSMENTS: At Closing, Seller shall pay: (i) the full amount of liens imposed by a public body 191
(“public body” does not include a Condominium or Homeowner’s Association) that are certified, confirmed and 192
ratified before Closing; and (ii) the amount of the public body’s most recent estimate or assessment for an 193
improvement which is substantially complete as of Effective Date, but that has not resulted in a lien being 194
imposed on the Property before Closing. Buyer shall pay all other assessments. If special assessments may 195
be paid in installments (CHECK ONE): 196
(a) Seller shall pay installments due prior to Closing and Buyer shall pay installments due after Closing. 197
Installments prepaid or due for the year of Closing shall be prorated. 198
(b) Seller shall pay the assessment(s) in full prior to or at the time of Closing. 199
IF NEITHER BOX IS CHECKED, THEN OPTION (a) SHALL BE DEEMED SELECTED. 200
This Paragraph 9(f) shall not apply to a special benefit tax lien imposed by a community development district 201
(CDD) pursuant to Chapter 190, F.S., which lien shall be prorated pursuant to STANDARD K. 202
DISCLOSURES 203
10. DISCLOSURES: 204
(a) RADON GAS: Radon is a naturally occurring radioactive gas that, when it is accumulated in a building in 205
sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that 206
exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding 207
radon and radon testing may be obtained from your county health department. 208
(b) PERMITS DISCLOSURE: Except as may have been disclosed by Seller to Buyer in a written disclosure, Seller 209
does not know of any improvements made to the Property which were made without required permits or made 210
pursuant to permits which have not been properly closed. If Seller identifies permits which have not been 211
properly closed or improvements which were not permitted, then Seller shall promptly deliver to Buyer all plans, 212
written documentation or other information in Seller’s possession, knowledge, or control relating to 213
improvements to the Property which are the subject of such open permits or unpermitted improvements. 214
(c) MOLD: Mold is naturally occurring and may cause health risks or damage to property. If Buyer is concerned or 215
desires additional information regarding mold, Buyer should contact an appropriate professional. 216
(d) FLOOD ZONE; ELEVATION CERTIFICATION: Buyer is advised to verify by elevation certificate which flood 217
zone the Property is in, whether flood insurance is required by Buyer’s lender, and what restrictions apply to 218
Buyer’s Initials _________ __________ Page 5 of 13 Seller’s Initials __________ __________
FloridaRealtors/FloridaBar- 5x Rev.6/19 © 2017 Florida Realtors® and The Florida Bar. All rights reserved.
improving the Property and rebuilding in the event of casualty. If Property is in a “Special Flood Hazard Area” 219
or “Coastal Barrier Resources Act” designated area or otherwise protected area identified by the U.S. Fish and 220
Wildlife Service under the Coastal Barrier Resources Act and the lowest floor elevation for the building(s) and/or 221
flood insurance rating purposes is below minimum flood elevation or is ineligible for flood insurance coverage 222
through the National Flood Insurance Program or private flood insurance as defined in 42 U.S.C. §4012a, Buyer 223
may terminate this Contract by delivering written notice to Seller within _____ (if left blank, then 20) days after 224
Effective Date, and Buyer shall be refunded the Deposit thereby releasing Buyer and Seller from all further 225
obligations under this Contract, failing which Buyer accepts existing elevation of buildings and flood zone 226
designation of Property. The National Flood Insurance Program may assess additional fees or adjust premiums 227
for pre-Flood Insurance Rate Map (pre-FIRM) non-primary structures (residential structures in which the insured 228
or spouse does not reside for at least 50% of the year) and an elevation certificate may be required for actuarial 229
rating. 230
(e) ENERGY BROCHURE: Buyer acknowledges receipt of Florida Energy-Efficiency Rating Information Brochure 231
required by Section 553.996, F.S. 232
(f) LEAD-BASED PAINT: If Property includes pre-1978 residential housing, a lead-based paint disclosure is 233
mandatory. 234
(g) HOMEOWNERS’ ASSOCIATION/COMMUNITY DISCLOSURE: BUYER SHOULD NOT EXECUTE THIS 235
CONTRACT UNTIL BUYER HAS RECEIVED AND READ THE HOMEOWNERS’ 236
ASSOCIATION/COMMUNITY DISCLOSURE, IF APPLICABLE. 237
(h) PROPERTY TAX DISCLOSURE SUMMARY: BUYER SHOULD NOT RELY ON THE SELLER’S CURRENT 238
PROPERTY TAXES AS THE AMOUNT OF PROPERTY TAXES THAT THE BUYER MAY BE OBLIGATED TO 239
PAY IN THE YEAR SUBSEQUENT TO PURCHASE. A CHANGE OF OWNERSHIP OR PROPERTY 240
IMPROVEMENTS TRIGGERS REASSESSMENTS OF THE PROPERTY THAT COULD RESULT IN HIGHER 241
PROPERTY TAXES. IF YOU HAVE ANY QUESTIONS CONCERNING VALUATION, CONTACT THE 242
COUNTY PROPERTY APPRAISER’S OFFICE FOR INFORMATION. 243
(i) FOREIGN INVESTMENT IN REAL PROPERTY TAX ACT (“FIRPTA”): Seller shall inform Buyer in writing if 244
Seller is a “foreign person” as defined by the Foreign Investment in Real Property Tax Act (“FIRPTA”). Buyer 245
and Seller shall comply with FIRPTA, which may require Seller to provide additional cash at Closing. If Seller 246
is not a “foreign person”, Seller can provide Buyer, at or prior to Closing, a certification of non-foreign status, 247
under penalties of perjury, to inform Buyer and Closing Agent that no withholding is required. See STANDARD 248
V for further information pertaining to FIRPTA. Buyer and Seller are advised to seek legal counsel and tax 249
advice regarding their respective rights, obligations, reporting and withholding requirements pursuant to 250
FIRPTA. 251
(j) SELLER DISCLOSURE: Seller knows of no facts materially affecting the value of the Real Property which are 252
not readily observable and which have not been disclosed to Buyer. Except as otherwise disclosed in writing 253
Seller has received no written or verbal notice from any governmental entity or agency as to a currently 254
uncorrected building, environmental or safety code violation. 255
PROPERTY MAINTENANCE, CONDITION, INSPECTIONS AND EXAMINATIONS 256
11. PROPERTY MAINTENANCE: Except for ordinary wear and tear and Casualty Loss, and those repairs, 257
replacements or treatments required to be made by this Contract, Seller shall maintain the Property, including, but 258
not limited to, lawn, shrubbery, and pool, in the condition existing as of Effective Date (“Maintenance Requirement”). 259
12. PROPERTY INSPECTION AND REPAIR: 260
(a) INSPECTION PERIOD: Buyer shall have ________ (if left blank, then 15) days after Effective Date (“Inspection 261
Period”), within which Buyer may, at Buyer’s expense, conduct “General”, “WDO”, and “Permit” Inspections 262
described below. If Buyer fails to timely deliver to Seller a written notice or report required by (b), (c), or (d) 263
below, then, except for Seller’s continuing Maintenance Requirement, Buyer shall have waived Seller’s 264
obligation(s) to repair, replace, treat or remedy the matters not inspected and timely reported. If this Contract 265
does not close, Buyer shall repair all damage to Property resulting from Buyer’s inspections, return Property to 266
its pre-inspection condition and provide Seller with paid receipts for all work done on Property upon its 267
completion. 268
(b) GENERAL PROPERTY INSPECTION AND REPAIR: 269
(i) General Inspection: Those items specified in Paragraph 12(b) (ii) below, which Seller is obligated to repair 270
or replace (“General Repair Items”) may be inspected (“General Inspection”) by a person who specializes in 271
and holds an occupational license (if required by law) to conduct home inspections or who holds a Florida 272
license to repair and maintain the items inspected (“Professional Inspector”). Buyer shall, within the Inspection 273
Period, inform Seller of any General Repair Items that are not in the condition required by (b)(ii) below by 274
Buyer’s Initials _________ __________ Page 6 of 13 Seller’s Initials __________ __________
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delivering to Seller a written notice and upon written request by Seller a copy of the portion of Professional 275
Inspector’s written report dealing with such items. 276
(ii) Property Condition: The following items shall be free of leaks, water damage or structural damage: ceiling, 277
roof (including fascia and soffits), exterior and interior walls, doors, windows, and foundation. The above items 278
together with pool, pool equipment, non-leased major appliances, heating, cooling, mechanical, electrical, 279
security, sprinkler, septic and plumbing systems and machinery, seawalls, and dockage, are, and shall be 280
maintained until Closing, in “Working Condition” (defined below). Torn screens (including pool and patio 281
screens), fogged windows, and missing roof tiles or shingles shall be repaired or replaced by Seller prior to 282
Closing. Seller is not required to repair or replace “Cosmetic Conditions” (defined below), unless the Cosmetic 283
Conditions resulted from a defect in an item Seller is obligated to repair or replace. “Working Condition” means 284
operating in the manner in which the item was designed to operate. “Cosmetic Conditions” means aesthetic 285
imperfections that do not affect Working Condition of the item, including, but not limited to: pitted marcite; tears, 286
worn spots and discoloration of floor coverings, wallpapers, or window treatments; nail holes, scrapes, 287
scratches, dents, chips or caulking in ceilings, walls, flooring, tile, fixtures, or mirrors; and minor cracks in walls, 288
floor tiles, windows, driveways, sidewalks, pool decks, and garage and patio floors. Cracked roof tiles, curling 289
or worn shingles, or limited roof life shall not be considered defects Seller must repair or replace, so long as 290
there is no evidence of actual leaks, leakage or structural damage. 291
(iii) General Property Repairs: Seller is only obligated to make such general repairs as are necessary to bring 292
items into the condition specified in Paragraph 12(b) (ii) above. Seller shall within 10 days after receipt of Buyer’s 293
written notice or General Inspection report, either have the reported repairs to General Repair Items estimated 294
by an appropriately licensed person and a copy delivered to Buyer, or have a second inspection made by a 295
Professional Inspector and provide a copy of such report and estimates of repairs to Buyer. If Buyer’s and 296
Seller’s inspection reports differ and the parties cannot resolve the differences, Buyer and Seller together shall 297
choose, and equally split the cost of, a third Professional Inspector, whose written report shall be binding on 298
the parties. 299
If cost to repair General Repair Items equals or is less than the General Repair Limit, Seller shall have repairs 300
made in accordance with Paragraph 12(f). If cost to repair General Repair Items exceeds the General Repair 301
Limit, then within 5 days after a party’s receipt of the last estimate: (A) Seller may elect to pay the excess by 302
delivering written notice to Buyer, or (B) Buyer may deliver written notice to Seller designating which repairs of 303
General Repair Items Seller shall make (at a total cost to Seller not exceeding the General Repair Limit) and 304
agreeing to accept the balance of General Repair Items in their “as is” condition, subject to Seller’s continuing 305
Maintenance Requirement. If neither party delivers such written notice to the other, then either party may 306
terminate this Contract and Buyer shall be refunded the Deposit, thereby releasing Buyer and Seller from all 307
further obligations under this Contract. 308
(c) WOOD DESTROYING ORGANISM (“WDO”) INSPECTION AND REPAIR: 309
(i) WDO Inspection: The Property may be inspected by a Florida-licensed pest control business (“WDO 310
Inspector”) to determine the existence of past or present WDO infestation and damage caused by infestation 311
(“WDO Inspection”). Buyer shall, within the Inspection Period, deliver a copy of the WDO Inspector’s written 312
report to Seller if any evidence of WDO infestation or damage is found. “Wood Destroying Organism” (“WDO”) 313
means arthropod or plant life, including termites, powder-post beetles, oldhouse borers and wood-decaying 314
fungi, that damages or infests seasoned wood in a structure, excluding fences. 315
(ii) WDO Repairs: If Seller previously treated the Property for the type of WDO found by Buyer’s WDO 316
Inspection, Seller does not have to retreat the Property if there is no visible live infestation, and Seller, at Seller’s 317
cost, transfers to Buyer at Closing a current full treatment warranty for the type of WDO found. Seller shall within 318
10 days after receipt of Buyer’s WDO Inspector’s report, have reported WDO damage estimated by an 319
appropriately licensed person, necessary corrective treatment, if any, estimated by a WDO Inspector, and a 320
copy delivered to Buyer. Seller shall have treatments and repairs made in accordance with Paragraph 12(f) 321
below up to the WDO Repair Limit. If cost to treat and repair the WDO infestations and damage to Property 322
exceeds the WDO Repair Limit, then within 5 days after receipt of Seller’s estimate, Buyer may deliver written 323
notice to Seller agreeing to pay the excess, or designating which WDO repairs Seller shall make (at a total cost 324
to Seller not exceeding the WDO Repair Limit), and accepting the balance of the Property in its “as is” condition 325
with regard to WDO infestation and damage, subject to Seller’s continuing Maintenance Requirement. If Buyer 326
does not deliver such written notice to Seller, then either party may terminate this Contract by written notice to 327
the other, and Buyer shall be refunded the Deposit, thereby releasing Buyer and Seller from all further 328
obligations under this Contract. 329
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(d) INSPECTION AND CLOSE-OUT OF BUILDING PERMITS: 330
(i) Permit Inspection: Buyer may have an inspection and examination of records and documents made to 331
determine whether there exist any open or expired building permits or unpermitted improvements to the 332
Property (“Permit Inspection”). Buyer shall, within the Inspection Period, deliver written notice to Seller of the 333
existence of any open or expired building permits or unpermitted improvements to the Property. If Buyer’s 334
inspection of the Property identifies permits which have not been properly closed or improvements which were 335
not permitted, then Seller shall promptly deliver to Buyer all plans, written documentation or other information 336
in Seller’s possession, knowledge, or control relating to improvements to the Property which are the subject of 337
such open permits or unpermitted improvements. 338
(ii) Close-Out of Building Permits: Seller shall, within 10 days after receipt of Buyer’s Permit Inspection notice, 339
have an estimate of costs to remedy Permit Inspection items prepared by an appropriately licensed person and 340
a copy delivered to Buyer. No later than 5 days prior to Closing Date, Seller shall, up to the Permit Limit, have 341
open and expired building permits identified by Buyer or known to Seller closed by the applicable governmental 342
entity, and obtain and close any required building permits for improvements to the Property. Prior to Closing 343
Date, Seller will provide Buyer with any written documentation that all open and expired building permits 344
identified by Buyer or known to Seller have been closed out and that Seller has obtained and closed required 345
building permits for improvements to the Property. If final permit inspections cannot be performed due to delays 346
by the governmental entity, Closing Date shall be extended for up to 10 days to complete such final inspections, 347
failing which, either party may terminate this Contract, and Buyer shall be refunded the Deposit, thereby 348
releasing Buyer and Seller from all further obligations under this Contract. 349
If cost to close open or expired building permits or to remedy any permit violation of any governmental entity 350
exceeds Permit Limit, then within 5 days after a party’s receipt of estimates of cost to remedy: (A) Seller may 351
elect to pay the excess by delivering written notice to Buyer; or (B) Buyer may deliver written notice to Seller 352
accepting the Property in its “as is” condition with regard to building permit status and agreeing to receive credit 353
from Seller at Closing in the amount of Permit Limit. If neither party delivers such written notice to the other, 354
then either party may terminate this Contract and Buyer shall be refunded the Deposit, thereby releasing Buyer 355
and Seller from all further obligations under this Contract. 356
(e) WALK-THROUGH INSPECTION/RE-INSPECTION: On the day prior to Closing Date, or on Closing Date prior 357
to time of Closing, as specified by Buyer, Buyer or Buyer’s representative may perform a walk-through (and 358
follow-up walk-through, if necessary) inspection of the Property solely to confirm that all items of Personal 359
Property are on the Property and to verify that Seller has maintained the Property as required by the 360
Maintenance Requirement, has made repairs and replacements required by this Contract, and has met all other 361
contractual obligations. 362
(f) REPAIR STANDARDS; ASSIGNMENT OF REPAIR AND TREATMENT CONTRACTS AND WARRANTIES: 363
All repairs and replacements shall be completed in a good and workmanlike manner by an appropriately 364
licensed person, in accordance with all requirements of law, and shall consist of materials or items of quality, 365
value, capacity and performance comparable to, or better than, that existing as of the Effective Date. Except as 366
provided in Paragraph 12(c)(ii), at Buyer’s option and cost, Seller will, at Closing, assign all assignable repair, 367
treatment and maintenance contracts and warranties to Buyer. 368
ESCROW AGENT AND BROKER 369
13. ESCROW AGENT: Any Closing Agent or Escrow Agent (collectively “Agent”) receiving the Deposit, other funds 370
and other items is authorized, and agrees by acceptance of them, to deposit them promptly, hold same in escrow 371
within the State of Florida and, subject to COLLECTION, disburse them in accordance with terms and conditions 372
of this Contract. Failure of funds to become COLLECTED shall not excuse Buyer’s performance. When conflicting 373
demands for the Deposit are received, or Agent has a good faith doubt as to entitlement to the Deposit, Agent may 374
take such actions permitted by this Paragraph 13, as Agent deems advisable. If in doubt as to Agent’s duties or 375
liabilities under this Contract, Agent may, at Agent’s option, continue to hold the subject matter of the escrow until 376
the parties agree to its disbursement or until a final judgment of a court of competent jurisdiction shall determine 377
the rights of the parties, or Agent may deposit same with the clerk of the circuit court having jurisdiction of the 378
dispute. An attorney who represents a party and also acts as Agent may represent such party in such action. Upon 379
notifying all parties concerned of such action, all liability on the part of Agent shall fully terminate, except to the 380
extent of accounting for any items previously delivered out of escrow. If a licensed real estate broker, Agent will 381
comply with provisions of Chapter 475, F.S., as amended and FREC rules to timely resolve escrow disputes through 382
mediation, arbitration, interpleader or an escrow disbursement order. 383
In any proceeding between Buyer and Seller wherein Agent is made a party because of acting as Agent hereunder, 384
or in any proceeding where Agent interpleads the subject matter of the escrow, Agent shall recover reasonable 385
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attorney’s fees and costs incurred, to be paid pursuant to court order out of the escrowed funds or equivalent. Agent 386
shall not be liable to any party or person for mis-delivery of any escrowed items, unless such mis-delivery is due to 387
Agent’s willful breach of this Contract or Agent’s gross negligence. This Paragraph 13 shall survive Closing or 388
termination of this Contract. 389
14. PROFESSIONAL ADVICE; BROKER LIABILITY: Broker advises Buyer and Seller to verify Property condition, 390
square footage, and all other facts and representations made pursuant to this Contract and to consult appropriate 391
professionals for legal, tax, environmental, and other specialized advice concerning matters affecting the Property 392
and the transaction contemplated by this Contract. Broker represents to Buyer that Broker does not reside on the 393
Property and that all representations (oral, written or otherwise) by Broker are based on Seller representations or 394
public records. BUYER AGREES TO RELY SOLELY ON SELLER, PROFESSIONAL INSPECTORS AND 395
GOVERNMENTAL AGENCIES FOR VERIFICATION OF PROPERTY CONDITION, SQUARE FOOTAGE AND 396
FACTS THAT MATERIALLY AFFECT PROPERTY VALUE AND NOT ON THE REPRESENTATIONS (ORAL, 397
WRITTEN OR OTHERWISE) OF BROKER. Buyer and Seller (individually, the “Indemnifying Party”) each 398
individually indemnifies, holds harmless, and releases Broker and Broker’s officers, directors, agents and 399
employees from all liability for loss or damage, including all costs and expenses, and reasonable attorney’s fees at 400
all levels, suffered or incurred by Broker and Broker’s officers, directors, agents and employees in connection with 401
or arising from claims, demands or causes of action instituted by Buyer or Seller based on: (i) inaccuracy of 402
information provided by the Indemnifying Party or from public records; (ii) Indemnifying Party’s misstatement(s) or 403
failure to perform contractual obligations; (iii) Broker’s performance, at Indemnifying Party’s request, of any task 404
beyond the scope of services regulated by Chapter 475, F.S., as amended, including Broker’s referral, 405
recommendation or retention of any vendor for, or on behalf of, Indemnifying Party; (iv) products or services 406
provided by any such vendor for, or on behalf of, Indemnifying Party; and (v) expenses incurred by any such vendor. 407
Buyer and Seller each assumes full responsibility for selecting and compensating their respective vendors and 408
paying their other costs under this Contract whether or not this transaction closes. This Paragraph 14 will not relieve 409
Broker of statutory obligations under Chapter 475, F.S., as amended. For purposes of this Paragraph 14, Broker 410
will be treated as a party to this Contract. This Paragraph 14 shall survive Closing or termination of this Contract. 411
DEFAULT AND DISPUTE RESOLUTION 412
15. DEFAULT: 413
(a) BUYER DEFAULT: If Buyer fails, neglects or refuses to perform Buyer’s obligations under this Contract, 414
including payment of the Deposit, within the time(s) specified, Seller may elect to recover and retain the Deposit 415
for the account of Seller as agreed upon liquidated damages, consideration for execution of this Contract, and 416
in full settlement of any claims, whereupon Buyer and Seller shall be relieved from all further obligations under 417
this Contract, or Seller, at Seller’s option, may, pursuant to Paragraph 16, proceed in equity to enforce Seller’s 418
rights under this Contract. The portion of the Deposit, if any, paid to Listing Broker upon default by Buyer, shall 419
be split equally between Listing Broker and Cooperating Broker; provided however, Cooperating Broker’s share 420
shall not be greater than the commission amount Listing Broker had agreed to pay to Cooperating Broker. 421
(b) SELLER DEFAULT: If for any reason other than failure of Seller to make Seller’s title marketable after 422
reasonable diligent effort, Seller fails, neglects or refuses to perform Seller’s obligations under this Contract, 423
Buyer may elect to receive return of Buyer’s Deposit without thereby waiving any action for damages resulting 424
from Seller’s breach, and, pursuant to Paragraph 16, may seek to recover such damages or seek specific 425
performance. 426
This Paragraph 15 shall survive Closing or termination of this Contract. 427
16. DISPUTE RESOLUTION: Unresolved controversies, claims and other matters in question between Buyer and 428
Seller arising out of, or relating to, this Contract or its breach, enforcement or interpretation (“Dispute”) will be settled 429
as follows: 430
(a) Buyer and Seller will have 10 days after the date conflicting demands for the Deposit are made to attempt to 431
resolve such Dispute, failing which, Buyer and Seller shall submit such Dispute to mediation under Paragraph 432
16(b). 433
(b) Buyer and Seller shall attempt to settle Disputes in an amicable manner through mediation pursuant to Florida 434
Rules for Certified and Court-Appointed Mediators and Chapter 44, F.S., as amended (the “Mediation Rules”). 435
The mediator must be certified or must have experience in the real estate industry. Injunctive relief may be 436
sought without first complying with this Paragraph 16(b). Disputes not settled pursuant to this Paragraph 16 437
may be resolved by instituting action in the appropriate court having jurisdiction of the matter. This Paragraph 438
16 shall survive Closing or termination of this Contract. 439
17. ATTORNEY’S FEES; COSTS: The parties will split equally any mediation fee incurred in any mediation permitted 440
by this Contract, and each party will pay their own costs, expenses and fees, including attorney’s fees, incurred in 441
conducting the mediation. In any litigation permitted by this Contract, the prevailing party shall be entitled to recover 442
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from the non-prevailing party costs and fees, including reasonable attorney’s fees, incurred in conducting the 443
litigation. This Paragraph 17 shall survive Closing or termination of this Contract. 444
STANDARDS FOR REAL ESTATE TRANSACTIONS (“STANDARDS”)
18. STANDARDS:
445
A. TITLE: 446
(i) TITLE EVIDENCE; RESTRICTIONS; EASEMENTS; LIMITATIONS: Within the time period provided in 447
Paragraph 9(c), the Title Commitment, with legible copies of instruments listed as exceptions attached thereto, shall 448
be issued and delivered to Buyer. The Title Commitment shall set forth those matters to be discharged by Seller at 449
or before Closing and shall provide that, upon recording of the deed to Buyer, an owner’s policy of title insurance 450
in the amount of the Purchase Price, shall be issued to Buyer insuring Buyer’s marketable title to the Real Property, 451
subject only to the following matters: (a) comprehensive land use plans, zoning, and other land use restrictions, 452
prohibitions and requirements imposed by governmental authority; (b) restrictions and matters appearing on the 453
Plat or otherwise common to the subdivision; (c) outstanding oil, gas and mineral rights of record without right of 454
entry; (d) unplatted public utility easements of record (located contiguous to real property lines and not more than 455
10 feet in width as to rear or front lines and 7 1/2 feet in width as to side lines); (e) taxes for year of Closing and 456
subsequent years; and (f) assumed mortgages and purchase money mortgages, if any (if additional items, attach 457
addendum); provided, that, unless waived by Paragraph 12 (a), there exists at Closing no violation of the foregoing 458
and none prevent use of the Property for RESIDENTIAL PURPOSES. If there exists at Closing any violation of 459
items identified in (b) – (f) above, then the same shall be deemed a title defect. Marketable title shall be determined 460
according to applicable Title Standards adopted by authority of The Florida Bar and in accordance with law. 461
(ii) TITLE EXAMINATION: Buyer shall have 5 days after receipt of Title Commitment to examine it and notify Seller 462
in writing specifying defect(s), if any, that render title unmarketable. If Seller provides Title Commitment and it is 463
delivered to Buyer less than 5 days prior to Closing Date, Buyer may extend Closing for up to 5 days after date of 464
receipt to examine same in accordance with this STANDARD A. Seller shall have 30 days (“Cure Period”) after 465
receipt of Buyer’s notice to take reasonable diligent efforts to remove defects. If Buyer fails to so notify Seller, Buyer 466
shall be deemed to have accepted title as it then is. If Seller cures defects within Cure Period, Seller will deliver 467
written notice to Buyer (with proof of cure acceptable to Buyer and Buyer’s attorney) and the parties will close this 468
Contract on Closing Date (or if Closing Date has passed, within 10 days after Buyer’s receipt of Seller’s notice). If 469
Seller is unable to cure defects within Cure Period, then Buyer may, within 5 days after expiration of Cure Period, 470
deliver written notice to Seller: (a) extending Cure Period for a specified period not to exceed 120 days within which 471
Seller shall continue to use reasonable diligent effort to remove or cure the defects (“Extended Cure Period”); or 472
(b) electing to accept title with existing defects and close this Contract on Closing Date (or if Closing Date has 473
passed, within the earlier of 10 days after end of Extended Cure Period or Buyer’s receipt of Seller’s notice), or (c) 474
electing to terminate this Contract and receive a refund of the Deposit, thereby releasing Buyer and Seller from all 475
further obligations under this Contract. If after reasonable diligent effort, Seller is unable to timely cure defects, and 476
Buyer does not waive the defects, this Contract shall terminate, and Buyer shall receive a refund of the Deposit, 477
thereby releasing Buyer and Seller from all further obligations under this Contract. 478
B. SURVEY: If Survey discloses encroachments on the Real Property or that improvements located thereon 479
encroach on setback lines, easements, or lands of others, or violate any restrictions, covenants, or applicable 480
governmental regulations described in STANDARD A (i)(a), (b) or (d) above, Buyer shall deliver written notice of 481
such matters, together with a copy of Survey, to Seller within 5 days after Buyer’s receipt of Survey, but no later 482
than Closing. If Buyer timely delivers such notice and Survey to Seller, such matters identified in the notice and 483
Survey shall constitute a title defect, subject to cure obligations of STANDARD A above. If Seller has delivered a 484
prior survey, Seller shall, at Buyer’s request, execute an affidavit of “no change” to the Real Property since the 485
preparation of such prior survey, to the extent the affirmations therein are true and correct. 486
C. INGRESS AND EGRESS: Seller represents that there is ingress and egress to the Real Property and title to 487
the Real Property is insurable in accordance with STANDARD A without exception for lack of legal right of access. 488
D. LEASE INFORMATION: Seller shall, at least 10 days prior to Closing, furnish to Buyer estoppel letters from 489
tenant(s)/occupant(s) specifying nature and duration of occupancy, rental rates, advanced rent and security 490
deposits paid by tenant(s) or occupant(s)(“Estoppel Letter(s)”). If Seller is unable to obtain such Estoppel Letter(s), 491
the same information shall be furnished by Seller to Buyer within that time period in the form of a Seller’s affidavit, 492
and Buyer may thereafter contact tenant(s) or occupant(s) to confirm such information. If Estoppel Letter(s) or 493
Seller’s affidavit, if any, differ materially from Seller’s representations and lease(s) provided pursuant to Paragraph 494
6, or if tenant(s)/occupant(s) fail or refuse to confirm Seller’s affidavit, Buyer may deliver written notice to Seller 495
within 5 days after receipt of such information, but no later than 5 days prior to Closing Date, terminating this 496
STANDARDS FOR REAL ESTATE TRANSACTIONS (“STANDARDS”) CONTINUED
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Contract and receive a refund of the Deposit, thereby releasing Buyer and Seller from all further obligations under 497
this Contract. Seller shall, at Closing, deliver and assign all leases to Buyer who shall assume Seller’s obligations 498
thereunder. 499
E. LIENS: Seller shall furnish to Buyer at Closing an affidavit attesting (i) to the absence of any financing 500
statement, claims of lien or potential lienors known to Seller and (ii) that there have been no improvements or 501
repairs to the Real Property for 90 days immediately preceding Closing Date. If the Real Property has been 502
improved or repaired within that time, Seller shall deliver releases or waivers of construction liens executed by all 503
general contractors, subcontractors, suppliers and materialmen in addition to Seller’s lien affidavit setting forth 504
names of all such general contractors, subcontractors, suppliers and materialmen, further affirming that all charges 505
for improvements or repairs which could serve as a basis for a construction lien or a claim for damages have been 506
paid or will be paid at Closing. 507
F. TIME: Calendar days shall be used in computing time periods. Time is of the essence in this Contract. Other 508
than time for acceptance and Effective Date as set forth in Paragraph 3, any time periods provided for or dates 509
specified in this Contract, whether preprinted, handwritten, typewritten or inserted herein, which shall end or occur 510
on a Saturday, Sunday, or a national legal holiday (see 5 U.S.C. 6103) shall extend to 5:00 p.m. (where the Property 511
is located) of the next business day. 512
G. FORCE MAJEURE: Buyer or Seller shall not be required to perform any obligation under this Contract or be 513
liable to each other for damages so long as performance or non-performance of the obligation, or the availability of 514
services, insurance or required approvals essential to Closing, is disrupted, delayed, caused or prevented by Force 515
Majeure. “Force Majeure” means: hurricanes, floods, extreme weather, earthquakes, fire, or other acts of God, 516
unusual transportation delays, or wars, insurrections, or acts of terrorism, which, by exercise of reasonable diligent 517
effort, the non-performing party is unable in whole or in part to prevent or overcome. All time periods, including 518
Closing Date, will be extended a reasonable time up to 7 days after the Force Majeure no longer prevents 519
performance under this Contract, provided, however, if such Force Majeure continues to prevent performance under 520
this Contract more than 30 days beyond Closing Date, then either party may terminate this Contract by delivering 521
written notice to the other and the Deposit shall be refunded to Buyer, thereby releasing Buyer and Seller from all 522
further obligations under this Contract. 523
H. CONVEYANCE: Seller shall convey marketable title to the Real Property by statutory warranty, trustee’s, 524
personal representative’s, or guardian’s deed, as appropriate to the status of Seller, subject only to matters 525
described in STANDARD A and those accepted by Buyer. Personal Property shall, at request of Buyer, be 526
transferred by absolute bill of sale with warranty of title, subject only to such matters as may be provided for in this 527
Contract. 528
I. CLOSING LOCATION; DOCUMENTS; AND PROCEDURE: 529
(i) LOCATION: Closing will be conducted by the attorney or other closing agent (“Closing Agent”) designated by 530
the party paying for the owner’s policy of title insurance and will take place in the county where the Real Property 531
is located at the office of the Closing Agent, or at such other location agreed to by the parties. If there is no title 532
insurance, Seller will designate Closing Agent. Closing may be conducted by mail, overnight courier, or electronic 533
means. 534
(ii) CLOSING DOCUMENTS: Seller shall, at or prior to Closing, execute and deliver, as applicable, deed, bill of 535
sale, certificate(s) of title or other documents necessary to transfer title to the Property, construction lien affidavit(s), 536
owner’s possession and no lien affidavit(s), and assignment(s) of leases. Seller shall provide Buyer with paid 537
receipts for all work done on the Property pursuant to this Contract. Buyer shall furnish and pay for, as applicable, 538
the survey, flood elevation certification, and documents required by Buyer’s lender. 539
(iii) FinCEN GTO NOTICE. If Closing Agent is required to comply with the U.S. Treasury Department’s 540
Financial Crimes Enforcement Network (“FinCEN”) Geographic Targeting Orders (“GTOs”), then Buyer 541
shall provide Closing Agent with the information related to Buyer and the transaction contemplated by this 542
Contract that is required to complete IRS Form 8300, and Buyer consents to Closing Agent’s collection and 543
report of said information to IRS. 544
(iv) PROCEDURE: The deed shall be recorded upon COLLECTION of all closing funds. If the Title Commitment 545
provides insurance against adverse matters pursuant to Section 627.7841, F.S., as amended, the escrow closing 546
procedure required by STANDARD J shall be waived, and Closing Agent shall, subject to COLLECTION of all 547
closing funds, disburse at Closing the brokerage fees to Broker and the net sale proceeds to Seller. 548
J. ESCROW CLOSING PROCEDURE: If Title Commitment issued pursuant to Paragraph 9(c) does not provide 549
for insurance against adverse matters as permitted under Section 627.7841, F.S., as amended, the following 550
escrow and closing procedures shall apply: (1) all Closing proceeds shall be held in escrow by the Closing Agent 551
for a period of not more than 10 days after Closing; (2) if Seller’s title is rendered unmarketable, through no fault of 552
Buyer, Buyer shall, within the 10 day period, notify Seller in writing of the defect and Seller shall have 30 days from 553
date of receipt of such notification to cure the defect; (3) if Seller fails to timely cure the defect, the Deposit and all 554
STANDARDS FOR REAL ESTATE TRANSACTIONS (“STANDARDS”) CONTINUED
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Closing funds paid by Buyer shall, within 5 days after written demand by Buyer, be refunded to Buyer and, 555
simultaneously with such repayment, Buyer shall return the Personal Property, vacate the Real Property and re-556
convey the Property to Seller by special warranty deed and bill of sale; and (4) if Buyer fails to make timely demand 557
for refund of the Deposit, Buyer shall take title as is, waiving all rights against Seller as to any intervening defect 558
except as may be available to Buyer by virtue of warranties contained in the deed or bill of sale. 559
K. PRORATIONS; CREDITS: The following recurring items will be made current (if applicable) and prorated as of 560
the day prior to Closing Date, or date of occupancy if occupancy occurs before Closing Date: real estate taxes 561
(including special benefit tax assessments imposed by a CDD), interest, bonds, association fees, insurance, rents 562
and other expenses of Property. Buyer shall have option of taking over existing policies of insurance, if assumable, 563
in which event premiums shall be prorated. Cash at Closing shall be increased or decreased as may be required 564
by prorations to be made through day prior to Closing. Advance rent and security deposits, if any, will be credited 565
to Buyer. Escrow deposits held by Seller’s mortgagee will be paid to Seller. Taxes shall be prorated based on 566
current year’s tax. If Closing occurs on a date when current year’s millage is not fixed but current year’s assessment 567
is available, taxes will be prorated based upon such assessment and prior year’s millage. If current year’s 568
assessment is not available, then taxes will be prorated on prior year’s tax. If there are completed improvements 569
on the Real Property by January 1st of year of Closing, which improvements were not in existence on January 1
st
570
of prior year, then taxes shall be prorated based upon prior year’s millage and at an equitable assessment to be 571
agreed upon between the parties, failing which, request shall be made to the County Property Appraiser for an 572
informal assessment taking into account available exemptions. In all cases, due allowance shall be made for the 573
maximum allowable discounts and applicable homestead and other exemptions. A tax proration based on an 574
estimate shall, at either party’s request, be readjusted upon receipt of current year’s tax bill. This STANDARD K 575
shall survive Closing. 576
L. ACCESS TO PROPERTY TO CONDUCT APPRAISALS, INSPECTIONS, AND WALK-THROUGH: Seller 577
shall, upon reasonable notice, provide utilities service and access to Property for appraisals and inspections, 578
including a walk-through (or follow-up walk-through if necessary) prior to Closing. 579
M. RISK OF LOSS: If, after Effective Date, but before Closing, Property is damaged by fire or other casualty 580
(“Casualty Loss”) and cost of restoration (which shall include cost of pruning or removing damaged trees) does not 581
exceed 1.5% of Purchase Price, cost of restoration shall be an obligation of Seller and Closing shall proceed 582
pursuant to terms of this Contract. If restoration is not completed as of Closing, a sum equal to 125% of estimated 583
cost to complete restoration (not to exceed 1.5% of Purchase Price) will be escrowed at Closing. If actual cost of 584
restoration exceeds escrowed amount, Seller shall pay such actual costs (but, not in excess of 1.5% of Purchase 585
Price). Any unused portion of escrowed amount shall be returned to Seller. If cost of restoration exceeds 1.5% of 586
Purchase Price, Buyer shall elect to either take Property “as is” together with the 1.5%, or receive a refund of the 587
Deposit thereby releasing Buyer and Seller from all further obligations under this Contract. Seller’s sole obligation 588
with respect to tree damage by casualty or other natural occurrence shall be cost of pruning or removal. 589
N. 1031 EXCHANGE: If either Seller or Buyer wish to enter into a like-kind exchange (either simultaneously with 590
Closing or deferred) under Section 1031 of the Internal Revenue Code (“Exchange”), the other party shall cooperate 591
in all reasonable respects to effectuate the Exchange, including execution of documents; provided, however, 592
cooperating party shall incur no liability or expense related to the Exchange, and Closing shall not be contingent 593
upon, nor extended or delayed by, such Exchange. 594
O. CONTRACT NOT RECORDABLE; PERSONS BOUND; NOTICE; DELIVERY; COPIES; CONTRACT 595
EXECUTION: Neither this Contract nor any notice of it shall be recorded in any public records. This Contract shall 596
be binding on, and inure to the benefit of, the parties and their respective heirs or successors in interest. Whenever 597
the context permits, singular shall include plural and one gender shall include all. Notice and delivery given by or to 598
the attorney or broker (including such broker’s real estate licensee) representing any party shall be as effective as 599
if given by or to that party. All notices must be in writing and may be made by mail, personal delivery or electronic 600
(including “pdf”) media. A facsimile or electronic (including “pdf”) copy of this Contract and any signatures hereon 601
shall be considered for all purposes as an original. This Contract may be executed by use of electronic signatures, 602
as determined by Florida’s Electronic Signature Act and other applicable laws. 603
P. INTEGRATION; MODIFICATION: This Contract contains the full and complete understanding and agreement 604
of Buyer and Seller with respect to the transaction contemplated by this Contract and no prior agreements or 605
representations shall be binding upon Buyer or Seller unless included in this Contract. No modification to or change 606
in this Contract shall be valid or binding upon Buyer or Seller unless in writing and executed by the parties intended 607
to be bound by it. 608
Q. WAIVER: Failure of Buyer or Seller to insist on compliance with, or strict performance of, any provision of this 609
Contract, or to take advantage of any right under this Contract, shall not constitute a waiver of other provisions or 610
rights. 611
STANDARDS FOR REAL ESTATE TRANSACTIONS (“STANDARDS”) CONTINUED
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R. RIDERS; ADDENDA; TYPEWRITTEN OR HANDWRITTEN PROVISIONS: Riders, addenda, and typewritten 612
or handwritten provisions shall control all printed provisions of this Contract in conflict with them. 613
S. COLLECTION or COLLECTED: “COLLECTION” or “COLLECTED” means any checks tendered or 614
received, including Deposits, have become actually and finally collected and deposited in the account of 615
Escrow Agent or Closing Agent. Closing and disbursement of funds and delivery of closing documents 616
may be delayed by Closing Agent until such amounts have been COLLECTED in Closing Agent’s accounts. 617
T. RESERVED. 618
U. APPLICABLE LAW AND VENUE: This Contract shall be construed in accordance with the laws of the State 619
of Florida and venue for resolution of all disputes, whether by mediation, arbitration or litigation, shall lie in the 620
county where the Real Property is located. 621
V. FIRPTA TAX WITHHOLDING: If a seller of U.S. real property is a “foreign person” as defined by FIRPTA, 622
Section 1445 of the Internal Revenue Code (“Code”) requires the buyer of the real property to withhold up to 15% 623
of the amount realized by the seller on the transfer and remit the withheld amount to the Internal Revenue Service 624
(IRS) unless an exemption to the required withholding applies or the seller has obtained a Withholding Certificate 625
from the IRS authorizing a reduced amount of withholding. 626
(i) No withholding is required under Section 1445 of the Code if the Seller is not a “foreign person”. Seller can 627
provide proof of non-foreign status to Buyer by delivery of written certification signed under penalties of perjury, 628
stating that Seller is not a foreign person and containing Seller’s name, U.S. taxpayer identification number and 629
home address (or office address, in the case of an entity), as provided for in 26 CFR 1.1445-2(b). Otherwise, Buyer 630
shall withhold the applicable percentage of the amount realized by Seller on the transfer and timely remit said funds 631
to the IRS. 632
(ii) If Seller is a foreign person and has received a Withholding Certificate from the IRS which provides for reduced 633
or eliminated withholding in this transaction and provides same to Buyer by Closing, then Buyer shall withhold the 634
reduced sum required, if any, and timely remit said funds to the IRS. 635
(iii) If prior to Closing Seller has submitted a completed application to the IRS for a Withholding Certificate and has 636
provided to Buyer the notice required by 26 CFR 1.1445-1(c) (2)(i)(B) but no Withholding Certificate has been 637
received as of Closing, Buyer shall, at Closing, withhold the applicable percentage of the amount realized by Seller 638
on the transfer and, at Buyer’s option, either (a) timely remit the withheld funds to the IRS or (b) place the funds in 639
escrow, at Seller’s expense, with an escrow agent selected by Buyer and pursuant to terms negotiated by the 640
parties, to be subsequently disbursed in accordance with the Withholding Certificate issued by the IRS or remitted 641
directly to the IRS if the Seller’s application is rejected or upon terms set forth in the escrow agreement. 642
(iv) In the event the net proceeds due Seller are not sufficient to meet the withholding requirement(s) in this 643
transaction, Seller shall deliver to Buyer, at Closing, the additional COLLECTED funds necessary to satisfy the 644
applicable requirement and thereafter Buyer shall timely remit said funds to the IRS or escrow the funds for 645
disbursement in accordance with the final determination of the IRS, as applicable. 646
(v) Upon remitting funds to the IRS pursuant to this STANDARD, Buyer shall provide Seller copies of IRS Forms 647
8288 and 8288-A, as filed. 648
ADDENDA AND ADDITIONAL TERMS
19. ADDENDA: The following additional terms are included in the attached addenda or riders and incorporated into this
649
Contract (Check if applicable): 650
651
A. Condominium Rider
B. Homeowners’ Assn.
C. Seller Financing
D. Mortgage Assumption
E. FHA/VA Financing
F. Appraisal Contingency
G. Short Sale
H. Homeowners’/Flood Ins
I. RESERVED
J. Interest-Bearing Acct.
K. “As Is”
L. Right to Inspect/ Cancel
M. Defective Drywall
N. Coastal Construction Control
Line
O. Insulation Disclosure
P. Lead Paint Disclosure (Pre-1978)
Q. Housing for Older Persons
R. Rezoning
S. Lease Purchase/ Lease Option
U. Post-Closing Occupancy
V. Sale of Buyer’s Property
W. Back-up Contract
X. Kick-out Clause
Y. Seller’s Attorney Approval
Z. Buyer’s Attorney Approval
AA. Licensee Property Interest
BB. Binding Arbitration
CC. Miami-Dade County
Special Taxing District
Disclosure
Other:____________________
____________________
______________________________
Buyer’s Initials _________ __________ Page 13 of 13 Seller’s Initials __________ __________
FloridaRealtors/FloridaBar- 5x Rev.6/19 © 2017 Florida Realtors® and The Florida Bar. All rights reserved.
20. ADDITIONAL TERMS: 652
__________________________________________________________________________________________ 653
__________________________________________________________________________________________ 654
__________________________________________________________________________________________ 655
__________________________________________________________________________________________ 656
__________________________________________________________________________________________ 657
__________________________________________________________________________________________ 658
__________________________________________________________________________________________ 659
__________________________________________________________________________________________ 660
__________________________________________________________________________________________ 661
__________________________________________________________________________________________ 662
__________________________________________________________________________________________ 663
__________________________________________________________________________________________ 664
__________________________________________________________________________________________ 665
__________________________________________________________________________________________ 666
__________________________________________________________________________________________ 667
__________________________________________________________________________________________ 668
COUNTER-OFFER/REJECTION 669
Seller counters Buyer’s offer (to accept the counter-offer, Buyer must sign or initial the counter-offered terms and 670
deliver a copy of the acceptance to Seller). 671
Seller rejects Buyer’s offer. 672
THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK THE ADVICE 673
OF AN ATTORNEY PRIOR TO SIGNING. 674
THIS FORM HAS BEEN APPROVED BY THE FLORIDA REALTORS AND THE FLORIDA BAR. 675
Approval of this form by the Florida Realtors and The Florida Bar does not constitute an opinion that any of the terms 676
and conditions in this Contract should be accepted by the parties in a particular transaction. Terms and conditions 677
should be negotiated based upon the respective interests, objectives and bargaining positions of all interested persons. 678
AN ASTERISK (*) FOLLOWING A LINE NUMBER IN THE MARGIN INDICATES THE LINE CONTAINS A BLANK TO 679
BE COMPLETED. 680
Buyer: Date: 681
Buyer: Date: 682
Seller: Date: 683
Seller: Date: 684
Buyer’s address for purposes of notice Seller’s address for purposes of notice 685
___________________________________________ ____________________________________________ 686
___________________________________________ ____________________________________________ 687
___________________________________________ ____________________________________________ 688
BROKER: Listing and Cooperating Brokers, if any, named below (collectively, “Broker”), are the only Brokers entitled 689
to compensation in connection with this Contract. Instruction to Closing Agent: Seller and Buyer direct Closing Agent to 690
disburse at Closing the full amount of the brokerage fees as specified in separate brokerage agreements with the parties 691
and cooperative agreements between the Brokers, except to the extent Broker has retained such fees from the 692
escrowed funds. This Contract shall not modify any MLS or other offer of compensation made by Seller or Listing Broker 693
to Cooperating Brokers. 694
___________________________________________ __________________________________________ 695
Cooperating Sales Associate, if any Listing Sales Associate 696
___________________________________________ __________________________________________ 697
Cooperating Broker, if any Listing Broker 698
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Form 10: Residential Contract For Sale And Purchase

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Completed 17 January 2022

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