Apr 23, 2018 | Global Documents |
! "AS IS" Residential Contract For Sale And Purchase THIS FORM HAS BEEN APPROVED BY THE FLORIDA REALTORS AND THE FLORIDA BAR 1* PARTIES: ______________________________________________________________________________ ("Seller), 2* and ___________________________________________________________________________________ ("Buyer"), 3 agree that Seller shall sell and Buyer shall buy the following described Reel Property and Personal Property 4 (collectively "Property") pursuant to the terms and conditions of this AS IS Residential Contract For Sale And Purchase and 5 any riders and addenda ("Contract"): 6 1. PROPERTY DESCRIPTION: 7* (a) Street address, city, zip: _______________________________________________________________________ 8* (b) Property is located in: _______________County, Florida. Real Property Tax ID No.: ________________________ 9* (c) Real Property: The legal description is ____________________________________________________________ 10 ___________________________________________________________________________________________ 11 ___________________________________________________________________________________________ 12 together with all existing improvements and fixtures, including built-in appliances, built-in furnishings and attached 13 wall-to-wall carpeting and flooring ("Real Property") unless specifically excluded in Paragraph 1(e) or by other terms I4 of this Contract. 15 (d) Personal Property: Unless excluded in Paragraph 1(e) or by other terms of this Contract, the following items which 16 are owned by Seller and existing on the Property as of the date of the initial offer are included in the purchase 17 range(s)/(oven(s), refrigerator(s), dishwasher(s), disposal, ceiling fan(s), intercom, light fixture(s), drapery rods and 18 draperies, blinds, window treatments, smoke detector(s), garage door opener(s), security gate and other access 19 devices, and storm shutters/panels ("Personal Property"). 20* Other items included in this purchase are:__________________________________________________________ 21 ___________________________________________________________________________________________ 22 Personal Property is included in the Purchase Price, has no contributory value, and shall be left for the Buyer. 23* (e) The following items are excluded from the purchase: _________________________________________________ 24 ___________________________________________________________________________________________ 25 PURCHASE PRICE AND CLOSING 26* 2. PURCHASE PRICE (U.S. currency): . $_______________ 27* (a) Initial deposit to be held in escrow in the amount of (checks subject to COLLECTION) $_______________ 28 The initial deposit made payable and delivered to "Escrow Agent", named below 29* (CHECK ONE): (i) accompanies offer or (ii) is to be made within ________(if left blank, 30 then 3) days after Effective Date. IF NEITHER BOX IS CHECKED, THEN OPTION (ii) 31 SHALL BE DEEMED SELECTED 32* Escrow Agent Information: Name: _________________________________________________ 33* Address______________________________________________________________________ 34* Phone: _______________E-mail: _______________________________Fax: ______________ 35* (b) Additional deposit to be delivered to Escrow Agent within _______________ (if left blank, then 10) 36* days after Effective Date... $_______________ 37 (All deposits paid or agreed to be paid, are collectively referred to as the "Deposit") 38* (c) Financing: Express as a dollar amount or percentage ("Loan Amount") see Paragraph 8 _______________ 39* (d) Other:_________________________________________________________________...... $_______________ 40 (e) Balance to close (not Including Buyer's closing costs. prepaids and prorations) by wire 41* transfer or COLLECTED funds. $_______________ 42 NOTE: For the definition of "COLLECTION" OR "COLLECTED" see STANDRD S. 43 3. TIME FOR ACCEPTANCE OF OFFER AND COUNTER-OFFERS; EFFECTIVE DATE: 44* (a) If not signed by Buyer and Seller, and an executed copy delivered to all parties on or before _______________ 45* ___________________________, this offer shall be deemed withdrawn and the Deposit, if any, shall be returned to 46 Buyer. Unless otherwise stated, time for acceptance of any counter-offers shall be within 2 days after the day the 47 counter-offer is delivered. 48 (b) The effective date of this Contract shall be the date when the last one of the Buyer and Seller has signed or initialed 49 and delivered this offer or final counter-offer ("Effective Date"). 50 4. CLOSING DATE: Unless modified by other provisions of this Contract, the closing of this transaction shall occur and 51 the closing documents required to be furnished by each party pursuant to this Contract shall be delivered ("Closing") 52* on ____________________________________________ ("Closing Date"), at the time established by the Closing Agent. 53 5. EXTENSION OF CLOSING DATE: 54 (a) If Closing funds from Buyers lender(s) are not available al time of Closing due to Truth In Lending Act (TILA) notice 55 requirements, Closing shall be extended for such period necessary to satisfy TILA notice requirements, not to 56 exceed 7 days. Buyer's Initials __________ __________ Page 1 of 11 Seller's Initials __________ __________ FloridaRealtors/FloridaBar-ASIS- 2 Rev.8/13 2013 Florida Realtors and The Florida Bar. All rights reserved 57 (b) if extreme weather or other condition or event constituting "Force Majeure" (see STANDARD G) causes: (i) 58 disruption of utilities or other services essential for Closing, or (ii) Hazard, Wind, Flood or Homeowners' insurance, 59 to become unavailable prior to Closing, Closing shall be extended a reasonable time up to 3 days after 60 restoration of utilities and other services essential to Closing, and availability of applicable Hazard, Wind, Flood or 61 Homeowners' insurance. If restoration of such utilities or services and availability of insurance has not occurred 62* within __________(if left blank, then 14) days after Closing Date, than either party may terminate this Contract by 63 delivering written notice to the other party, and Buyer shall he refunded the Deposit, thereby releasing Buyer and 64 Seller from all further obligations under this Contract. 65 6. OCCUPANCY AND POSSESSION: 66 (a) Unless the box in Paragraph 6(b) is checked, Seller shall, at Closing, deliver occupancy and possession of the 67 Property to Buyer free of tenants, occupants and future tenancies. Also, at Closing, Seller shall have removed all 68 personal Items and trash from the Property and shall deliver all keys, garage door openers, access devices and 69 codes, as applicable, to Buyer. If occupancy is to be delivered before Closing, Buyer assumes all risks of loss to the 70 Property from date of occupancy, shall be responsible and liable for maintenance from that date, and shall be 71 deemed to have accepted the Property in its existing condition as of time of taking occupancy. 72* (b) CHECK IF PROPERTY IS SUBJECT TO LEASE(S) OR OCCUPANCY AFTER CLOSING: lf Property is 73 subject to a lease(s) after Closing or is intended to be rented or occupied by third parties beyond Closing, the facts 74 and terms thereof shall be disclosed in writing by Seller to Buyer and copies of the written lease(s) shall be 75 delivered to Buyer, all within 5 days after Effective Date. If Buyer determines, in Buyer's sole discretion, that the 76 lease(s) or terms of occupancy are not acceptable to Buyer, Buyer may terminate this Contract by delivery of 77 written notice of such election to Seller within 5 days alter receipt of the above items from Seller, and Buyer shall be 78 refunded the Deposit thereby releasing Buyer and Seller from alt further obligations under this Contract. Estoppel 79 Letter(s) and Sellers affidavit shall be provided pursuant to STANDARD D. If Property is intended to be occupied 80 by Seller after Closing, See Rider U. POST-CLOSING OCCUPANCY BY SELLER. 81* 7. ASSIGNABILITY: (CHECK ONE): Buyer may assign and thereby be released from any further liability under this 82* Contract; may assign but not he released from liability under this Contract; or may not assign this Contract. 83 FINANCING 84 8. FINANCING: 85* (a) Buyer will pay cash or may obtain a loan for the purchase of the Property. There is no financing contingency to 86 Buyer's obligation to close. 87* (b) This Contract is contingent upon Buyer obtaining a written loan commitment for a conventional FHA VA 88* or other __________________(describe) loan on the following terms within _______ (if left blank, than 30) days after 89* Effective Date ("Loan Commitment Date") for (CHECK ONE): fixed, adjustable, fixed or adjustable rate loan in 90* the Loan Amount (See Paragraph 2(c)), at an initial interest rate not to exceed ________% (if left blank, then prevailing 91* rate based upon Buyer's creditworthiness), and for a term of ________ (if left blank, then 30) years ("Financing"). 92* Buyer shall make mortgage loan application for the Financing within ________(if left blank, then 5) days after Effective 93 Date and use good faith and diligent effort to obtain a written loan commitment for the Financing ("Loan Commitment") 94 and thereafter to close this Contract. Buyer shall keep Seller and Broker fully informed about the status of mortgage 95 loan application and Loan Commitment and authorizes Buyer's mortgage broker and Buyer's lender to disclose such 96 status and progress to Seller and Broker. 97 98 Upon Buyer's receipt of Loan Commitment, Buyer shall provide written notice of same to Seller. If Buyer does not 99 receive Loan Commitment by Loan Commitment Date, then thereafter either party may cancel this Contract up to the 100 earlier of: 101 i. Buyer's delivery of written notice to Seller that Buyer has either received Loan Commitment or elected to 102 waive the financing contingency of this Contract; or 103 ii. 7 days prior to Closing Date 104 If either party timely cancels this Contract pursuant to this Paragraph 8 and Buyer is not In default under the terms of 105 this Contract, Buyer shall he refunded the Deposit thereby releasing Buyer and Seller from all further obligations under 106 this Contract. If neither party has timely canceled this Contract pursuant to this Paragraph 8, then this financing 107 contingency shall he deemed waived by Buyer. 108 If Buyer delivers written notice of receipt of Loan Commitment to Seller and this Contract docs not thereafter close, the 109 Deposit shall he paid to Seller unless failure to close is due to: (1) Seller's default; (2) Properly related conditions of the 110 Loan Commitment have not been met (except when such conditions are waived by other provisions of this Contract); (3) 111 appraisal of the Property obtained by Buyer's lender is insufficient to meet terms of the Loan Commitment; or (4) the 112 loan is not funded due to financial failure of Buyer's lender, in which event(s) the Deposit shall be returned to Buyer, 113 thereby releasing Buyer and Seller from all further obligations under this Contract. Buyer's Initials __________ __________ Page 2 of 11 Seller's Initials __________ __________ FloridaRealtors/FloridaBar-ASIS- 2 Rev.8/13 2013 Florida Realtors and The Florida Bar. All rights reserved 114* (c) Assumption of existing mortgage (see rider for terms). 115* (d) Purchase money note and mortgage to Seller (see riders; addenda; or special clauses for terms). 116 CLOSING COSTS, FEES AND CHARGES 117 9. CLOSING COSTS; TITLE INSURANCE; SURVEY; HOME WARRANTY; SPECIAL ASSESSMENTS: 118 (a) COSTS TO BE PAID BY SELLER: 119 Documentary stamp taxes and surtax on deed, if any HOA/Condominium Association estoppel fees 120 Owner's Policy and charges (if Paragraph 9(c)(i) is checked) Recording and other fees needed to cure title 121 Title search charges (if Paragraph 9(c)(iii) is checked) Seller's attorneys' fees 122* Other: _________________________________________________________________________________________ 123 If, prior to Closing, Seller is unable to meet the AS IS Maintenance Requirement as required by Paragraph 11 a 124 sum equal to 125% of estimated costs to meet the AS IS Maintenance Requirement shall be escrowed at Closing. If 125 actual costs to meet the AS IS Maintenance Requirement exceed escrowed amount, Seller shall pay such actual 126 costs. Any unused portion of escrowed amount(s) shall be returned to Seller. 127 (b) COSTS TO BE PAID BY BUYER: 128 Taxes and recording fees on notes and mortgages Loan Expenses 129 Recording fees for deed and financing statements Appraisal Fees 130 Owner's Policy and Charges (if Paragraph 9(c)(ii) is checked) Buyer's Inspections 131 Survey (and elevation certification, if required) Buyer's attorneys' fees 132 Lender's title policy and endorsements All property related insurance 133 HOA/Condominium Association application/transfer fees Owners Policy Premium (if Paragraph 134 9 (c) (iii) is checked.) 135* Other:______________________________________________________________________________________ 136* (c) TITLE EVIDENCE AND INSURANCE: At least ________ (if left blank, then 5) days prior to Closing Date, a title 137 insurance commitment issued by a Florida licensed title insurer, with legible copies of instruments listed as 138 exceptions attached thereto ("Title Commitment") and, after Closing, an owner's policy of title insurance (see 139 STANDARD A for terms) shall be obtained and delivered to Buyer. If Seller has an owner's policy of title insurance 140 covering the Real Property, a copy shall he furnished to Buyer and Closing Agent within 5 days after Effective Date. 141 The owner's title policy premium, title search, municipal lien search and closing services (collectively, "Owner's 142 Policy and Charges") shall he paid, as set forth below 143 (CHECK ONE): 144* (i) Seller shall designate Closing Agent and pay for Owner's Policy and Charges (but not including charges for 145 closing services related to Buyer's lender's policy and endorsements and loan closing, which amounts shall be paid 146 by Buyer to Closing Agent or such other provider(s) as Buyer may select); or 147* (ii) Buyer shall designate Closing Agent and pay for Owner's Policy and Charges and charges for closing 148 services related to Buyer's lender's policy, endorsements, and loan closing; or 149* (iii) [MIAMI-DADE/BROWARD REGIONAL PROVISION]: Seller shall furnish a copy of a prior owner's policy of 150 title insurance or other evidence of title and pay fees for: (A) a continuation or update of such title evidence, which 151 is acceptable to Buyer's title Insurance underwriter for reissue of coverage; (B) tax search: and (C) municipal lien 152 search. Buyer shall obtain and pay for post-Closing continuation and premium for Buyer's owner's policy, and If 153* applicable, Buyer's lender's policy. Seller shall not be obligated to pay more than $________________ (if left blank, 154 then $200.00) for abstract continuation or title search ordered or performed by Closing Agent. 155 (d) SURVEY: At least 5 days prior to Closing, Buyer may, at Buyer's expense, have the Real Property surveyed and 156 certified by a registered Florida surveyor ("Survey"). If Seller has a survey covering the Real Property, a copy shall 157 be furnished to Buyer and Closing Agent within 5 days after Effective Date 158* (e) HOME WARRANTY: At Closing, Buyer Seller N/A shall pay for a home warranty plan issued by 159* ____________________________________________ at a cost not to exceed $_______________. A home 160 warranty plan provides for repair or replacement of many of a home's mechanical systems and major built-in 161 appliances in the event of breakdown due to normal wear and tear during the agreements warranty period. 162 (f) SPECIAL ASSESSMENTS: At Closing, Seller shall pay: (i) the full amount of liens imposed by a public body 163 ("public body" does not include a Condominium or Homeowner's Association) that are certified, confirmed and 164 ratified before Closing; and (ii) the amount of the public body's most recent estimate or assessment for an 165 improvement which is substantially complete as of Effective Date, but that has not resulted in a lien being imposed 166 on the Property before Closing. Buyer shall pay all other assessments. If special assessments may be paid in 167 installments (CHECK ONE): 168 (a) Seller shall pay installments due prior to Closing and Buyer shall pay installments due alter Closing. 169 installments prepaid or due for the year of Closing shall be prorated. 170* (b) Seller shall pay the assessment(s) in full prior to or at the time of Closing. 171 IF NEITHER BOX IS CHECKED, THEN OPTION (a) SHALL BE DEEMED SELECTED. Buyer's Initials __________ __________ Page 3 of 11 Seller's Initials __________ __________ FloridaRealtors/FloridaBar-ASIS- 2 Rev.8/13 2013 Florida Realtors and The Florida Bar. All rights reserved 172 This Paragraph 9(f) shall not apply to a special benefit tax lien imposed by a community development district (CDD) 173 pursuant to Chapter 190. F.S., which lien shall he prorated pursuant to STANDARD K. 174 DISCLOSURES 175 10. DISCLOSURES: 176 (a) RADON GAS: Radon is a naturally occurring radioactive gas that, when it is accumulated in a building in sufficient 177 quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal 178 and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon 179 testing may be obtained from your county health department. 180 (b) PERMITS DISCLOSURE: Except as may have been disclosed by Seller to Buyer in a written disclosure, Seller 181 does not know of any improvements made to the Property which were made without required permits or made 182 pursuant to permits which have not been properly closed. 183 (c) MOLD: Mold is naturally occurring and may cause health risks or damage to property. If Buyer is concerned or 184 desires additional information regarding mold, Buyer should contact an appropriate professional 185 (d) FLOOD ZONE; ELEVATION CERTIFICATION: Buyer is advised to verify by elevation certificate which flood zone 186 the Property is in, whether flood insurance is required by Buyer's lender, and what restrictions apply to improving 187 the Property and rebuilding in the event of casualty. If Property is in a "Special Flood Hazard Area" or "Coastal 188 Barrier Resources Act" designated area or otherwise protected area identified by the U.S. Fish and Wildlife Service 189 under the Coastal Barrier Resources Act and the lowest floor elevation for the building(s) and /or flood insurance 190 rating purposes is below minimum flood elevation or is ineligible for flood insurance through the National Flood 191* Insurance Program, Buyer may terminate this Contract by delivering written notice to seller within ________(if left 192 blank, then 20) days after Effective Date, and Buyer shall be refunded the Deposit thereby releasing Buyer and 193 Seller from all further obligations under this Contract, falling which Buyer accepts existing elevation of buildings and 194 flood zone designation of Property. The National Flood Insurance Reform Act of 2012 (referred to as Biggert- 195 Waters 2012) may phase in actuarial rating of pre-Flood Insurance Rate Map (pre-FIRM) non-primary structures 196 (residential structures in which the insured or spouse does not reside for at least 80% of the year) and an elevation 197 certificate may be required for actuarial rating. 198 (e) ENERGY BROCHURE: Buyer acknowledges receipt of Florida Energy-Efficiency Rating Information Brochure 199 required by Section 553.996, F.S. 200 (f) LEAD-BASED PAINT: If Property includes pre-1978 residential housing, a lead-based paint disclosure is 201 mandatory. 202 (g) HOMEOWNERS' ASSOCIATION/COMMUNITY DISCLOSURE: BUYER SHOULD NOT EXECUTE THIS 203 CONTRACT UNTIL BUYER HAS RECEIVED AND READ THE HOMEOWNERS' ASSOCIATION/COMMUNITY 204 DISCLOSURE, IF APPLICABLE. 205 (h) PROPERTY TAX DISCLOSURE SUMMARY: BUYER SHOULD NOT RELY ON THE SELLER'S CURRENT 206 PROPERTY TAXES AS THE AMOUNT OF PROPERTY TAXES THAT THE BUYER MAY BE OBILIGATED TO 207 PAY IN THE YEAR SUBSEQUENT TO PURCHASE. A CHANGE OF OWNERSHIP OR PROPERTY 208 IMPROVEMENTS TRIGGERS REASSESSMENTS OF THE PROPERTY THAT COULD RESULT IN HIGHER 209 PROPERTY TAXES. IF YOU HAVE ANY QUESTIONS CONCERNING VALUATION, CONTACT THE COUNTY 210 PROPERTY APPRAISER'S OFFICE FOR INFORMATION. 211 (i) FIRPTA TAX WITHHOLDING: Seller shall inform Buyer in writing if Seller is a "foreign person" as defined by the 212 Foreign Investment in Real Property Tax Act ("FIRPTA"), Buyer and Seller shall comply with FIRPTA, which may 213 require Seller to provide additional cash at Closing. If Seller is not a "foreign person", Seller can provide Buyer, at or 214 prior to Closing, a certification of non-foreign status, under penalties of perjury, to inform Buyer and Closing Agent 215 that no withholding is required. See STANDARD V for further information pertaining to FIRPTA. Buyer and Seller 216 are advised to seek legal counsel and tax advice regarding their respective rights, obligations, reporting and 217 withholding requirements pursuant to FIRPTA. 218 (j) SELLER DISCLOSURE: Seller knows of no facts materially affecting the value of the Real Property which are not 219 readily observable and which have not been disclosed to Buyer. Except as provided for in the preceding sentence, 220 Seller extends and intends no warranty and makes no representation of any type, either express or implied, as to 221 the physical condition or history of the Property. Except as otherwise disclosed in writing Seller has received no 222 written or verbal notice from any governmental entity or agency as to a currently uncorrected building, 223 environmental, or safety code violation. 224 PROPERTY MAINTENANCE, CONDITION, INSPECTIONS AND EXAMINATIONS 225 11. PROPERTY MAINTENANCE: Except for ordinary wear and tear and Casualty Loss, Seller shall maintain the Property, 226 including, but not limited to. lawn, shrubbery, and pool, in the condition existing as of Effective Date ("AS IS 227 Maintenance Requirement"). Buyer's Initials __________ __________ Page 4 of 11 Seller's Initials __________ __________ FloridaRealtors/FloridaBar-ASIS- 2 Rev.8/13 2013 Florida Realtors and The Florida Bar. All rights reserved 228 12. PROPERTY INSPECTION; RIGHT TO CANCEL: 229* (a) PROPERTY INSPECTION AND RIGHT TO CANCEL: Buyer shall have _________ (if left blank. than 15) days 230 after Effective Date ("Inspection Period") within which to have such inspections of the Property performed 231 as Buyer shall desire during the Inspection Period. If Buyer determines, in Buyer's sole discretion, that the 232 Property is not acceptable to Buyer, Buyer may terminate this Contract by delivering written notice or such 232 election to Seller prior to expiration of Inspection Period. If Buyer timely terminates this Contract, the 233 Deposit paid shall be returned to Buyer, thereupon, Buyer and Seller shall be released of all further 234 obligations under this Contract; however, Buyer shall be responsible for prompt payment for such 235 inspections, for repair of damage to, and restoration of, the Property resulting from such inspections, and 237 shall provide Seller with paid receipts for all work done on the Property (the preceding provision shall 238 survive termination or this Contract). Unless Buyer exercises the right to terminate granted herein, Buyer 239 accepts the physical condition of the Property and any violation of governmental, building, environmental, 240 and safety codes, restrictions, or requirements, but subject to Seller's continuing AS IS Maintenance 241 Requirement, and Buyer shall be responsible for any and all repairs and improvements required by Buyer's 242 lender. 243 (b) WALK-THROUGH INSPECTION/RE-INSPECTION: On the day prior to Closing Date, or on Closing Date prior to 244 time of Closing, as specified by Buyer, Buyer or Buyer's representative may perform a walk-through (and follow-up 245 walk-through, if necessary) inspection of the Property solely to confirm that all items of Personal Property are on the 246 Property and to verify that Seller has maintained the Property as required by the AS IS Maintenance Requirement 247 and has met all other contractual obligations 248 (c) SELLER ASSISTANCE AND COOPERATION IN CLOSE-OUT OF BUILDING PERMITS: If Buyer's inspection of 249 the Property identifies open or needed building permits, then Seller shall promptly deliver to Buyer all plans, written 250 documentation or other information in Seller's possession, knowledge, or control relating to improvements to the 251 Property which are the subject of such open or needed Permits, and shall promptly cooperate in good faith with 252 Buyer's efforts to obtain estimates of repairs or other work necessary to resolve such Permit issues. Seller's 253 obligation to cooperate shall include Seller's execution of necessary authorizations, consents, or other documents 254 necessary for Buyer to conduct inspections and have estimates of such repairs or work prepared, but in fulfilling 255 such obligation, Seller shall not he required to expend, or become obligated to expend, any money. 256 (d) ASSIGNMENT OF REPAIR AND TREATMENT CONTRACTS AND WARRANTIES: At Buyer's option and cost, 257 Seller will, at Closing. assign all assignable repair, treatment and maintenance contracts and warranties to Buyer. 258 ESCROW AGENT AND BROKER 259 13. ESCROW AGENT: Any Closing Agent or Escrow Agent (collectively "Agent") receiving the Deposit, other funds and 260 other items is authorized, and agrees by acceptance of them, to deposit them promptly, hold same in escrow within the 261 State of Florida and, subject to COLLECTION, disburse them in accordance with terms and conditions of this Contract. 262 Failure of funds to become COLLECTED shall not excuse Buyer's performance. When conflicting demands for the 263 Deposit are received, or Agent has a good faith doubt as to entitlement to the Deposit, Agent may take such actions 264 permitted by this Paragraph 13, as Agent deems advisable. If in doubt as to Agent's duties or liabilities under this 265 Contract, Agent may, at Agent's option, continue to hold the subject matter of the escrow until the parties agree to its 266 disbursement or until a final judgment of a court of competent jurisdiction shall determine the rights of the parties, or 267 Agent may deposit same with the clerk of the circuit court having jurisdiction of the dispute. An attorney who represents 268 a party and also acts as Agent may represent such party in such action. Upon notifying all parties concerned of such 269 action, all liability on the part of Agent shall fully terminate, except to the extent of accounting for any items previously 270 delivered out of escrow. If a licensed real estate broker, Agent will comply with provisions of Chapter 475, F.S., as 271 amended and FREC rules to timely resolve escrow disputes through mediation, arbitration, interpleader or an escrow 272 disbursement order. 273 Any proceeding between Buyer and Seller wherein Agent is made a party because of acting as Agent hereunder, or in 274 any proceeding where Agent interpleads the subject matter of escrow, Agent shall recover reasonable attorney's 275 fees and costs incurred, to he paid pursuant to court order out of the escrowed funds or equivalent. Agent shall not he 276 liable to any party or person for mis-delivery of any escrowed items, unless such mis-delivery is due to Agents willful 277 breach of this Contract or Agent's gross negligence. This Paragraph 13 shall survive Closing or termination of this 278 Contract. 279 14. PROFESSIONAL ADVICE; BROKER LIABILITY: Broker advises Buyer and Seller to verily Property condition. square 280 footage, and all other facts and representations made pursuant to this Contract and to consult appropriate professionals 281 for legal, tax, environmental, and other specialized advice concerning matters affecting the Properly and the transaction 282 contemplated by this Contract. Broker represents to Buyer that Broker does not reside on the Property and that all 283 representations (oral, written or otherwise) by Broker are based on Seller representations or public records. BUYER 284 AGREES TO RELY SOLELY ON SELLER, PROFESSIONAL INSPECTORS AND GOVERNNENTAL AGENCIES 285 FOR VERIFICATION OF PROPERTY CONDITION, SQUARE FOOTAGE AND FACTS THAT MATERIALLY AFFECT 286 PROPERTY VALUE AND NOT ON THE REPRESENTATIONS (ORAL, WRITTEN OR OTHERWISE) OF BROKER. Buyer's Initials __________ __________ Page 5 of 11 Seller's Initials __________ __________ FloridaRealtors/FloridaBar-ASIS- 2 Rev.8/13 2013 Florida Realtors and The Florida Bar. All rights reserved 287 Buyer and Seller (individually, the "indemnifying Party") each individually indemnifies, holds harmless, and releases 288 Broker and Broker's officers, directors, agents and employees from all liability for loss or damage, including all costs 289 and expenses, and reasonable attorney's fees at all levels, suffered or incurred by Broker and Broker's officers, 290 directors, agents and employees in connection with or arising from claims, demands or causes of action instituted by 291 Buyer or Seller based on: (i) inaccuracy of information provided by the Indemnifying Party or from public records; (ii) 292 Indemnifying Party's misstatement(s) or failure to perform contractual obligations; (iii) Broker's performance, at 293 Indemnifying Party's request, of any task beyond the scope of services regulated by Chapter 475, F.S., as amended, 294 including Broker's referral, recommendation or retention of any vendor for, or on behalf of Indemnifying Party; (iv) 295 products or services provided by any such vendor for, or on behalf of, Indemnifying Party; and (v) expenses incurred by 296 any such vendor. Buyer and Seller each assumes full responsibility for selecting and compensating their respective 297 vendors and paying their other costs under this Contract whether or not this transaction closes. This Paragraph 14 will 298 not relieve Broker of statutory obligations under Chapter 475, F.S., as amended. For purposes of this Paragraph 14, 299 Broker will he treated as a party to this Contract. This Paragraph 14 shall survive Closing or termination of this Contract. 300 DEFAULT AND DIBPUTE RESOLUTION 301 15. DEFAULT: 302 (a) BUYER DEFAULT: If Buyer fails, neglects or refuses to perform Buyer's obligations under this Contract, including 303 payment of the Deposit, within the time(s) specified, Seller may elect to recover and retain the Deposit for the 304 account of Seller as agreed upon liquidated damages, consideration for execution of this Contract, and in full 305 settlement of any claims, whereupon Buyer and Seller shall be relieved from all further obligations under this 306 Contract, or Seller, at Seller's option, may, pursuant to Paragraph 16, proceed in equity to enforce Seller's rights 307 under this Contract. The portion of the Deposit, if any, paid to Listing Broker upon default by Buyer, shall be split 308 equally between Listing Broker and Cooperating Broker; provided however, Cooperating Broker's share shall not be 309 greater than the commission amount Listing Broker had agreed to pay to Cooperating Broker. 310 (b) SELLER DEFAULT: If for any reason other than failure of Seller to make Seller's title marketable after reasonable 311 diligent effort, Seller fails, neglects or refuses to perform Seller's obligations under this Contract, Buyer may elect to 312 receive return of Buyer's Deposit without thereby waiving any action for damages resulting from Seller's breach, 313 and, pursuant to Paragraph 16, may seek to recover such damages or seek specific performance. 314 This Paragraph 15 shall survive Closing or termination of this Contract 315 16. DISPUTE RESOLUTION: Unresolved controversies. claims and other matters in question between Buyer and Seller 316 arising out of, or relating to, this Contract or its breach, enforcement or interpretation ("Dispute") will he settled as 317 follows: 318 (a) Buyer and Seller will have 10 days after the date conflicting demands for the Deposit are made to attempt to 319 resolve such Dispute, failing which, Buyer and Seller shall submit such Dispute to mediation under Paragraph 320 16(b). 321 (b) Buyer and Seller shall attempt to settle Disputes in an amicable manner through mediation pursuant to Florida 322 Rules for Certified and Court-Appointed Mediators and Chapter 44, F.S., as amended (the "Mediation Rules"). The 323 mediator must be certified or must have experience in the real estate industry. Injunctive relief may he sought 324 without first complying with this Paragraph 16(b). Disputes not settled pursuant to this Paragraph 16 may be 325 resolved by instituting action in the appropriate court having jurisdiction of the matter. This Paragraph 16 shall 326 survive Closing or termination of this Contract. 327 17. ATTORNEY'S FEES; COSTS: The parties will split equally any mediation fee incurred in any mediation permitted by 328 this Contract, and each party will pay their own costs, expenses and fees, including attorney's fees, incurred in 329 conducting the mediation. In any litigation permitted by this Contract, the prevailing party shall he entitled to recover 330 from the non-prevailing party costs and fees, including reasonable attorney's fees, incurred in conducting the litigation. 331 This Paragraph 17 shall survive Closing or termination of this Contract. 332 STANDARDS FOR REAL ESTATE TRANSACTIONS ("STANDARDS") 333 18. STANDARDS: 334 A. TITLE: 335 (i) TITLE EVIDENCE; RESTRICTIONS; EASEMENTS; LIMITATIONS: Within the time period provided in Paragraph 336 9(c), the Title Commitment, with legible copies of instruments listed as exceptions attached thereto, shall be issued and 337 delivered to Buyer. The Title Commitment shall set forth those matters to he discharged by Seller at or before Closing 338 and shall provide that, upon recording of the deed to Buyer, an owner's policy of title insurance In the amount of the 339 Purchase Price, shall he issued to Buyer insuring Buyer's marketable title to the Real Property, subject only to the 340 following matters: (a) comprehensive land use plans, zoning, and other land use restrictions, prohibitions and 341 requirements imposed by governmental authority; (b) restrictions and matters appearing on the Plat or otherwise 342 common to the subdivision; (c) outstanding oil, gas and mineral rights of record without right of entry; (d) unplatted 343 public utility easements of record (located contiguous to real property lines and not more than 10 feet in width as to rear 344 or front lines and 7 1/2 feet in width as to side lines); (e) taxes for year of Closing and subsequent years; and (f) Buyer's Initials __________ __________ Page 6 of 11 Seller's Initials __________ __________ FloridaRealtors/FloridaBar-ASIS- 2 Rev.8/13 2013 Florida Realtors and The Florida Bar. All rights reserved STANDARDS FOR REAL ESTATE TRANSACTIONS ("STANDARDS") CONTINUED 345 assumed mortgages and purchase money mortgages, if any (if additional items, attach addendum); provided, that, 346 none prevent use of Property for RESIDENTIAL PURPOSES. If there exists at Closing any violation of terms Identified 347 in (b) (f) above, then the same shall be deemed a title defect. Marketable title shall be determined according to 348 applicable Title Standards adopted by authority of The Florida Bar and in accordance with law. 349 (ii) TITLE EXAMINATION: Buyer shall have 5 days after receipt of Title Commitment to examine it and notify Seller in 350 writing specifying defect(s), if any, that render title unmarketable. If Seller provides Title Commitment and it is delivered 351 to Buyer less than 5 days prior to Closing Date, Buyer may extend Closing for up to 5 days after date of receipt to 352 examine same in accordance with this STANDARD A. Seller shall have 30 days ("Cure Period") after receipt of Buyer's 353 notice to take reasonable diligent efforts to remove defects. If Buyer fails to so notify Seller, Buyer shall be deemed to 354 have accepted title as it then is. If Seller cures defects within Cure Period, Seller will deliver written notice to Buyer (with 355 proof of cure acceptable to Buyer and Buyer's attorney) and the parties will close this Contact on Closing Date (or If 356 Closing Date has passed, within 10 days after Buyer's receipt of Seller's notice). If Seller is unable to cure defects 357 within Cure Period, then Buyer may, within 5 days after expiration of Cure Period, deliver written notice to Seller: (a) 358 extending Cure Period for a specified period not to exceed 120 days within which Seller shall continue to use 359 reasonable diligent effort to remove or cure the defects ("Extended Cure Period"); or (b) electing to accept title with 360 existing defects and close this Contract on Closing Date (or If Closing Date has passed, within the earlier of 10 days 361 after end of Extended Cure Period or Buyer's receipt of Seller's notice), or (c) electing to terminate this Contract and 362 receive a refund of the Deposit, thereby releasing Buyer and Seller from all further obligations under this Contract. If 363 after reasonable diligent effort, Seller is unable to timely cure defects, and Buyer does not waive the defects, this 364 Contract shall terminate, and Buyer shall receive a refund of the Deposit, thereby releasing Buyer and Seller from all 365 further obligations under this Contract. 366 B. SURVEY: If Survey discloses encroachments on the Real Property or that Improvements located thereon encroach 367 on setback lines, easements, or lands of others, or violate any restrictions, covenants, applicable governmental 368 regulations described in STANDARD A (i)(a), (b) or (d) above, Buyer shall deliver written notice of such matters, 369 together with a copy of Survey, to Seller within 5 days after Buyer's receipt of Survey, but no later than Closing. If Buyer 370 timely delivers such notice and Survey to Seller, such matters identified in the notice and Survey shall constitute a title 371 defect, subject to cure obligations of STANDARD A above. If Seller has delivered a prior survey, Seller shall, at Buyer's 372 request, execute an affidavit of "no change" to the Real Property since the preparation of such prior survey, to the 373 extent the affirmations therein are true and correct 374 C. INGRESS AND EGRESS: Seller represents that there is ingress and egress to the Real Property and title to the 375 Real Property is insurable in accordance with STANDARD A without exception for lack of legal right of access. 376 D. LEASE INFORMATION: Seller shall, at least 10 days prior to Closing, furnish to Buyer estoppel letters from 377 tenant(s)/occupant(s) specifying nature and duration of occupancy, rental rates, advanced rent and security deposits 378 paid by tenant(s) or occupant(s) ("Estoppel Letter(s)"). lf Seller is unable to obtain such Estoppel Letter(s), the same 379 information shall be furnished by Seller to Buyer within that time period in the form of a Seller's affidavit, and Buyer may 380 thereafter contact tenant(s) or occupant(s) to confirm such information. If Estoppel Letter(s) or Sellers affidavit, if any, 381 differ materially from Seller's representations and lease(s) provided pursuant to Paragraph 6, or if tenant(s)/occupant(s), 382 fail or refuse to confirm Seller's affidavit, Buyer may deliver written notice to Seller within 5 days after receipt of such 383 information, but no later than 5 days prior to Closing Date, terminating this Contract and receive a refund of the Deposit, 384 thereby releasing Buyer and Seller from all further obligations under this Contract. Seller shall, at Closing, deliver and 385 assign all leases to Buyer who shall assume Seller's obligations thereunder. 386 E. LIENS: Seller shall furnish to Buyer at Closing an affidavit attesting (i) to the absence of any financing statement, 387 claims of lien or potential lienors known to Seller, and (ii) that there have been no improvements or repairs to the Real 388 Property for 90 days immediately preceding Closing Data. lf the Real Properly has been Improved or repaired within 389 that time, Seller shall deliver releases or waivers of construction liens executed by all general contractors, 390 subcontractors, suppliers and materialmen in addition to Seller's lien affidavit setting forth names of all such general 391 contractors, subcontractors, suppliers and materialmen, further affirming that all charges for improvements or repairs 392 which could serve as a basis for construction lien or a claim for damages have been paid or will be paid at Closing. 393 F. TIME: Calendar days shall be used in computing time periods. Time is of the essence in this Contract. 394 Other than time for acceptance and Effective Date as set forth in Paragraph 3, any time periods provided for or dates 395 specified in this Contract, whether preprinted, handwritten, typewritten or inserted herein, which shall end or occur on a 396 Saturday, Sunday, or a national legal holiday (see 5 U.S.C. 6103) shall extend to 5.00 p.m. (where the Property is 397 located) of the next business day. 398 G. FORCE MAJEURE: Buyer or Seller shall not be required to perform any obligation under this Contract or be liable 399 to each other for damages so long as performance or non-performance of the obligation is delayed, caused or 400 prevented by Force Majeure. "Force Majeure" means: hurricanes, earthquakes, floods, fire, acts of God, unusual 401 transportation delays, wars, insurrections, acts of terrorism, and any other cause not reasonably within control of Buyer 402 or Seller, and which, by: exercise of reasonable diligent effort, the non-performing party is unable in whole or in part to 403 prevent or overcome. All time periods, including Closing Date, will he extended for the period that the Force Majeure 404 prevents performance under this contract, provided, however, if such Force Majeure continues to prevent performance Buyer's Initials __________ __________ Page 7 of 11 Seller's Initials __________ __________ FloridaRealtors/FloridaBar-ASIS- 2 Rev.8/13 2013 Florida Realtors and The Florida Bar. All rights reserved STANDARDS FOR REAL ESTATE TRANSACTIONS ("STANDARDS") CONTINUED 405 under this Contract more than 14 days beyond Closing Date, then either party may terminate this Contract by delivering 406 written notice to the other and the Deposit shall be refunded to Buyer, thereby releasing Buyer and Seller from all 407 further obligations under this Contract. 408 H. CONVEYANCE: Seller shall convey marketable title to the Real Property by statutory warranty, trustee's, personal 409 representative's, or guardian's deed, as appropriate to the status of Seller, subject only to matters described in 410 STANDARD A and those accepted by Buyer. Persona! Property shall, at request of Buyer, be transferred by absolute 411 bill of sale with warranty of title, subject only to such matters as may be provided for in this Contract. 412 I. CLOSING LOCATION; DOCUMENTS; AND PROCEDURE: 413 (i) LOCATION: Closing will lake place in the county where the Real Property is located at the office of the attorney or 414 other closing agent ("Closing Agent") designated by the party paying for the owner's policy of title insurance, or, if no 415 title Insurance, designated by Seller. Closing may be conducted by mail or electronic means. 416 (ii) CLOSING DOCUMENTS: Seller shall, at or prior to Closing, execute and deliver, as applicable, deed, bill of sale, 417 certificate(s) of title or other documents necessary to transfer title to the Property, construction lien affidavit(s), owner's 418 possession and no lien affidavit(s), and assignment(s) of leases. Seller shall provide Buyer with paid receipts for all work 419 done on the Property pursuant to this Contract. Buyer shall furnish and pay for, as applicable the survey, flood 420 elevation certification, and documents required by Buyer's lender. 421 (iii) PROCEDURE: The deed shall be recorded upon COLLECTION of all closing funds. If the Title Commitment 422 provides insurance against adverse matters pursuant to Section 627.7841, F.S., as amended, the escrow closing 423 procedure required by STANDARD J shall be waived, and Closing Agent shall, subject to COLLECTION of all closing 424 funds, disburse at Closing the brokerage fees to Broker and the net sale proceeds to Seller. 425 J. ESCROW CLOSING PROCEDURE: If Title Commitment issued pursuant to Paragraph 9(c) does not provide for 426 insurance against adverse matters as permitted under section 627.7841, F.S., as amended, the following escrow and 427 closing procedures shall apply: (1) all Closing proceeds shall be held in escrow by the Closing Agent tor a period of not 428 more than 10 days after Closing; (2) if Seller's title is rendered unmarketable, through no fault of Buyer, Buyer shall, 429 within the 10 day period, notify Seller in writing of the defect and Seller shall have 30 days from date of receipt of such 430 notification to cure the defect; (3) if Seller falls to timely cure the defect, the Deposit and all Closing funds paid by Buyer 431 shall, within 5 days after written demand by Buyer, be refunded to Buyer and, simultaneously with such repayment. 432 Buyer shall return the Personal Property, vacate the Real Property and re-convey the Property to Seller by special 433 warranty deed and bill of sale; and (4) if Buyer fails to make timely demand for refund of the Deposit, Buyer shall take 434 title as is, waiving all rights against Seller as to any intervening defect except as may he available to Buyer by virtue of 435 warranties contained in the deed or bill of sale. 436 K. PRORATIONS; CREDITS: The following recurring items will be made current (if applicable) and prorated as of the 437 day prior to Closing Date, or date of occupancy if occupancy occurs before Closing Date: real estate taxes (including 438 special benefit tax assessments imposed by a CDD), interest, bonds, association fees. insurance, rents and other 439 expenses of Property. Buyer shall have option of taking over existing policies of insurance, if assumable, in which event 440 premiums shall he prorated. Cash at Closing shall he increased or decreased as may be required by prorations to be 441 made through day prior to Closing. Advance rent and security deposits, if any, will be credited to Buyer. Escrow 442 deposits held by Seller's mortgagee will be paid to Seller. Taxes shall be prorated based on current year's tax with due 443 allowance made for maximum allowable discount, homestead and other exemptions. If Closing occurs on a date when 444 current year's millage is not fixed but current year's assessment is available, taxes will be prorated based upon such 445 assessment and prior years millage. If current year's assessment is not available, then taxes will he prorated on prior 446 year's tax. If there are completed improvements on the Real Property by January 1st of year of Closing, which 447 improvements were not in existence on January 1st of prior year, than taxes shall be prorated based upon prior year's 448 millage and at an equitable assessment to be agreed upon between the parties, failing which, request shall be made to 449 the County Property Appraiser for an informal assessment taking into account available exemptions. A tax proration 450 based on an estimate shall, at either party's request, be readjusted upon receipt of current years tax bill. This 451 STANDARD K shall survive Closing. 452 L. ACCESS TO PROPERTY TO CONDUCT APPRAISALS, INSPECTIONS, AND WALK-THROUGH: Seller shall, 453 upon reasonable notice, provide utilities service and access to Property for appraisals and inspections, including a walk- 454 through (or follow-up walk-through it necessary) prior to Closing. 455 M. RISK OF LOSS: lf, after Effective Date, but before Closing, Property is damaged by firm or other casualty 456 ("Casualty Loss") and cost of restoration (which shall Include cost of pruning or removing damaged trees) does not 457 exceed 1.5% of Purchase Price, cost of restoration shall be an obligation of Seller and Closing shall procee
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