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FloridaRealtors/FloridaBar-2 Rev.8/13 © 2013 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"),
and _________________________________________________________________________________________("Buyer"),
agree that Seller shall sell and Buyer shall buy the following described Real Property and Personal Property
(collectively “Property”) pursuant to the terms and conditions of this Residential Contract For Sale And Purchase and
any riders and addenda (“Contract”):
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2*
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4
5
1. PROPERTY DESCRIPTION:
6
Street address, city, zip:_________________________________________________________________________
7*
Property is located in: ________________ County, Florida. Real Property Tax ID No.:________________________
8*
Real Property: The legal description is______________________________________________________________
9*
10
11
together with all existing improvements and fixtures, including built-in appliances, built-in furnishings and attached
wall-to-wall carpeting and flooring (“Real Property”) unless specifically excluded in Paragraph 1(e) or by other terms
of this Contract.
12
13
14
Personal Property: Unless excluded in Paragraph 1(e) or by other terms of this Contract, the following items which
15
are owned by Seller and existing on the Property as of the date of the initial offer are included in the purchase:
range(s)/oven(s), refrigerator(s), dishwasher(s), disposal, ceiling fan(s), intercom, light fixture(s), drapery rods and
draperies, blinds, window treatments, smoke detector(s), garage door opener(s), security gate and other access
devices, and storm shutters/panels ("Personal Property").
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17
18
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
The following items are excluded from the purchase:___________________________________________________
23*
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PURCHASE PRICE AND CLOSING
25
2. PURCHASE PRICE (U.S. currency):.......................................................................................................$______________
26*
Initial deposit to be held in escrow in the amount of (checks subject to COLLECTION) ...............$______________
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 blank,
29*
then 3) days after Effective Date. IF NEITHER BOX IS CHECKED, THEN OPTION (ii)
30
SHALL BE DEEMED SELECTED.
31
Escrow Agent Information: Name: __________________________________________________
32*
Address: ______________________________________________________________________
33*
Phone: ___________________ E-mail:_______________________ Fax: ___________________
34*
Additional deposit to be delivered to Escrow Agent within __________ (if left blank, then 10)
35*
days after Effective Date.................................................................................................................. $______________
36*
(All deposits paid or agreed to be paid, are collectively referred to as the “Deposit”)
37
Financing: Express as a dollar amount or percentage (“Loan Amount”) see Paragraph 8................ ______________
38*
Other:_______________________________________________________________..................$______________
39*
Balance to close (not including Buyer’s closing costs, prepaids and prorations) by wire
40
transfer or other COLLECTED funds............................................................................................... $______________
41*
NOTE: For the definition of “COLLECTION” or “COLLECTED” see STANDARD S.
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3. TIME FOR ACCEPTANCE OF OFFER AND COUNTER-OFFERS; EFFECTIVE DATE:
43
If not signed by Buyer and Seller, and an executed copy delivered to all parties on or before ___________________
44*
________________________, this offer shall be deemed withdrawn and the Deposit, if any, shall be returned to
Buyer. Unless otherwise stated, time for acceptance of any counter-offers shall be within 2 days after the day the
counter-offer is delivered.
45*
46
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The effective date of this Contract shall be the date when the last one of the Buyer and Seller has signed or initialed
and delivered this offer or final counter-offer (“Effective Date”).
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4. CLOSING DATE: Unless modified by other provisions of this Contract, the closing of this transaction shall occur and
the closing documents required to be furnished by each party pursuant to this Contract shall be delivered (“Closing”) on
_____________________________ (“Closing Date”), at the time established by the Closing Agent.
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51
52*
5. EXTENSION OF CLOSING DATE:
53
If Closing funds from Buyer’s lender(s) are not available at time of Closing due to Truth In Lending Act (TILA) notice
requirements, Closing shall be extended for such period necessary to satisfy TILA notice requirements, not to
exceed 7 days.
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____________________________________________________________________________________________
____________________________________________________________________________________________
____________________________________________________________________________________________
____________________________________________________________________________________________
(a)
(b)
(c)
(d)
(e)
(a)
(b)
(c)
(d)
(e)
(a)
(b)
(a)
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If extreme weather or other condition or event constituting “Force Majeure” (see STANDARD G) causes: (i)
disruption of utilities or other services essential for Closing or (ii) Hazard, Wind, Flood or Homeowners’ insurance,
to become unavailable prior to Closing, Closing shall be extended a reasonable time up to 3 days after restoration
of utilities and other services essential to Closing and availability of applicable Hazard, Wind, Flood or
Homeowners’ insurance. If restoration of such utilities or services and availability of insurance has not occurred
within _______ (if left blank, then 14) days after Closing Date, then either party may terminate this Contract by
delivering written notice to the other party, and Buyer shall be refunded the Deposit, thereby releasing Buyer and
Seller from all further obligations under this Contract.
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6. OCCUPANCY AND POSSESSION:
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Unless the box in Paragraph 6(b) is checked, Seller shall, at Closing, deliver occupancy and possession of the
Property to Buyer free of tenants, occupants and future tenancies. Also, at Closing, Seller shall have removed all
personal items and trash from the Property and shall deliver all keys, garage door openers, access devices and
codes, as applicable, to Buyer. If occupancy is to be delivered before Closing, Buyer assumes all risks of loss to the
Property from date of occupancy, shall be responsible and liable for maintenance from that date, and shall be
deemed to have accepted the Property in its existing condition as of time of taking occupancy, except with respect
to any items identified by Buyer pursuant to Paragraph 12, prior to taking occupancy, which require repair,
replacement, treatment or remedy.
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(b)
CHECK IF PROPERTY IS SUBJECT TO LEASE(S) OR OCCUPANCY AFTER CLOSING. If Property is
subject to a lease(s) after Closing or is intended to be rented or occupied by third parties beyond Closing, the facts
and terms thereof shall be disclosed in writing by Seller to Buyer and copies of the written lease(s) shall be
delivered to Buyer, all within 5 days after Effective Date. If Buyer determines, in Buyer’s sole discretion, that the
lease(s) or terms of occupancy are not acceptable to Buyer, Buyer may terminate this Contract by delivery of
written notice of such election to Seller within 5 days after receipt of the above items from Seller, and Buyer shall be
refunded the Deposit thereby releasing Buyer and Seller from all further obligations under this Contract. Estoppel
Letter(s) and Seller’s affidavit shall be provided pursuant to STANDARD D. If Property is intended to be occupied
by Seller after Closing, see Rider U. POST-CLOSING OCCUPANCY BY SELLER.
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7. ASSIGNABILITY: (CHECK ONE): Buyer may assign and thereby be released from any further liability under this
Contract; may assign but not be released from liability under this Contract; or may not assign this Contract.
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FINANCING
84*
8. FINANCING:
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(a) Buyer will pay cash or may obtain a loan for the purchase of the Property. There is no financing contingency to
Buyer’s obligation to close .
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87*
(b) This Contract is contingent upon Buyer obtaining a written loan commitment for a conventional FHA VA
or other ______________ (describe) loan on the following terms within _______ (if left blank, then 30) days after
Effective Date (“Loan Commitment Date”) for (CHECK ONE): fixed, adjustable, fixed or adjustable rate loan in
the Loan Amount (See Paragraph 2(c)), at an initial interest rate not to exceed _______ % (if left blank, then prevailing
rate based upon Buyer’s creditworthiness), and for a term of _______(if left blank, then 30) years (“Financing”).
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Buyer shall make mortgage loan application for the Financing within _______ (if left blank, then 5) days after Effective
Date and use good faith and diligent effort to obtain a written loan commitment for the Financing (“Loan Commitment”)
and thereafter to close this Contract. Buyer shall keep Seller and Broker fully informed about the status of mortgage
loan application and Loan Commitment and authorizes Buyer’s mortgage broker and Buyer’s lender to disclose such
status and progress to Seller and Broker.
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Upon Buyer’s receipt of Loan Commitment, Buyer shall provide written notice of same to Seller. If Buyer does not
receive Loan Commitment by Loan Commitment Date, then thereafter either party may cancel this Contract up to the
earlier of:
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100
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(i.) Buyer’s delivery of written notice to Seller that Buyer has either received Loan Commitment or elected to
waive the financing contingency of this Contract; or
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103
(ii.) 7 days prior to Closing Date.
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If either party timely cancels this Contract pursuant to this Paragraph 8 and Buyer is not in default under the terms of
this Contract, Buyer shall be refunded the Deposit thereby releasing Buyer and Seller from all further obligations under
this Contract. If neither party has timely canceled this Contract pursuant to this Paragraph 8, then this financing
contingency shall be deemed waived by Buyer.
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If Buyer delivers written notice of receipt of Loan Commitment to Seller and this Contract does not thereafter close, the
Deposit shall be paid to Seller unless failure to close is due to: (1) Seller’s default; (2) Property related conditions of the
Loan Commitment have not been met (except when such conditions are waived by other provisions of this Contract); (3)
appraisal of the Property obtained by Buyer’s lender is insufficient to meet terms of the Loan Commitment; or (4) the
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(b)
®
(a)
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(c) Assumption of existing mortgage (see rider for terms).
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(d) Purchase money note and mortgage to Seller (see riders; addenda; or special clauses for terms).
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CLOSING COSTS, FEES AND CHARGES
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9. CLOSING COSTS; TITLE INSURANCE; SURVEY; HOME WARRANTY; SPECIAL ASSESSMENTS:
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(a) COSTS TO BE PAID BY SELLER:
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• Documentary stamp taxes and surtax on deed, if any
• HOA/Condominium Association estoppel fees
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• Owner’s Policy and Charges (if Paragraph 9(c)(i) is checked)
• Recording and other fees needed to cure title
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• Title search charges (if Paragraph 9(c)(iii) is checked)
• Seller’s attorneys’ fees
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• Other:_________________________________________________________________________________________
123*
If, prior to Closing, Seller is unable to meet the Maintenance Requirement as required by Paragraph 11 or the
repairs, replacements, treatments or permitting as required by Paragraph 12, then, sums equal to 125% of
estimated costs to complete the applicable item(s) (but, not in excess of applicable General Repair, WDO Repair,
and Permit Limits set forth above, if any) shall be escrowed at Closing. If actual costs of required repairs,
replacements, treatment or permitting exceed applicable escrowed amounts, Seller shall pay such actual costs (but,
not in excess of applicable General Repair, WDO Repair, and Permit Limits set forth above). Any unused portion of
escrowed amount(s) shall be returned to Seller.
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(b) COSTS TO BE PAID BY BUYER:
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• Taxes and recording fees on notes and mortgages
• Loan expenses
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• Recording fees for deed and financing statements
• Appraisal fees
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• Owner’s Policy and Charges (if Paragraph 9(c)(ii) is checked)
• Buyer’s Inspections
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• Survey (and elevation certification, if required)
• Buyer’s attorneys’ fees
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• Lender’s title policy and endorsements
• All property related insurance
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• HOA/Condominium Association application/transfer fees
• Owner’s Policy Premium (if Paragraph
145
9 (c) (iii) is checked.)
146
• Other:_________________________________________________________________________________________
147*
(c) TITLE EVIDENCE AND INSURANCE: At least ______ (if left blank, then 5) days prior to Closing Date, a title
insurance commitment issued by a Florida licensed title insurer, with legible copies of instruments listed as
exceptions attached thereto (“Title Commitment”) and, after Closing, an owner’s policy of title insurance (see
STANDARD A for terms) shall be obtained and delivered to Buyer. If Seller has an owner’s policy of title insurance
covering the Real Property, a copy shall be furnished to Buyer and Closing Agent within 5 days after Effective Date.
The owner’s title policy premium, title search, municipal lien search and closing services (collectively, “Owner’s
Policy and Charges”) shall be paid, as set forth below
148*
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(CHECK ONE):
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(i) Seller shall designate Closing Agent and pay for Owner’s Policy and Charges (but not including charges for
closing services related to Buyer’s lender’s policy and endorsements and loan closing, which amounts shall be paid
by Buyer to Closing Agent or such other provider(s) as Buyer may select); or
156*
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(ii) Buyer shall designate Closing Agent and pay for Owner’s Policy and Charges and charges for closing
services related to Buyer’s lender’s policy, endorsements, and loan closing; or
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160
(iii) [MIAMI-DADE/BROWARD REGIONAL PROVISION]: Seller shall furnish a copy of a prior owner’s policy of
title insurance or other evidence of title and pay fees for: (A) a continuation or update of such title evidence, which
is acceptable to Buyer’s title insurance underwriter for reissue of coverage; (B) tax search; and (C) municipal lien
search. Buyer shall obtain and pay for post-Closing continuation and premium for Buyer’s owner’s policy, and if
applicable, Buyer’s lender’s policy. Seller shall not be obligated to pay more than $ _____________ (if left blank,
then $200.00) for abstract continuation or title search ordered or performed by Closing Agent.
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(d) SURVEY: At least 5 days prior to Closing, Buyer may, at Buyer’s expense, have the Real Property surveyed and
certified by a registered Florida surveyor (“Survey”). If Seller has a survey covering the Real Property, a copy shall
be furnished to Buyer and Closing Agent within 5 days after Effective Date.
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(e) HOME WARRANTY: At Closing, Buyer Seller N/A shall pay for a home warranty plan issued by
___________________________________________ at a cost not to exceed $_________________. A home
170*
171*
®
loan is not funded due to financial failure of Buyer’s lender, in which event(s) the Deposit shall be returned to Buyer,
thereby releasing Buyer and Seller from all further obligations under this Contract.
Seller shall pay the following amounts/percentages of the Purchase Price for the following costs and expenses:
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(i) up to $ _____________ or _________ % (1.5% if left blank) for General Repair Items (“General Repair
125*
Limit”); and
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(ii) up to $ _____________ or _________ % (1.5% if left blank) for WDO treatment and repairs (“WDO Repair
127*
Limit”); and
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(iii) up to $ _____________ or _________ % (1.5% if left blank) for costs associated with closing out open or
129*
expired building permits and obtaining required building permits for any existing improvement for which a permit
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was not obtained (“Permit Limit”).
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This Paragraph 9(f) shall not apply to a special benefit tax lien imposed by a community development district (CDD)
pursuant to Chapter 190, F.S., which lien shall be prorated pursuant to STANDARD K.
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DISCLOSURES
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10. DISCLOSURES:
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(a) RADON GAS: Radon is a naturally occurring radioactive gas that, when it is accumulated in a building in sufficient
quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal
and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon
testing may be obtained from your county health department.
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(b) PERMITS DISCLOSURE: Except as may have been disclosed by Seller to Buyer in a written disclosure, Seller
does not know of any improvements made to the Property which were made without required permits or made
pursuant to permits which have not been properly closed.
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(c) MOLD: Mold is naturally occurring and may cause health risks or damage to property. If Buyer is concerned or
desires additional information regarding mold, Buyer should contact an appropriate professional.
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(d) FLOOD ZONE; ELEVATION CERTIFICATION: Buyer is advised to verify by elevation certificate which flood zone
the Property is in, whether flood insurance is required by Buyer’s lender, and what restrictions apply to improving
the Property and rebuilding in the event of casualty. If Property is in a “Special Flood Hazard Area” or “Coastal
Barrier Resources Act” designated area or otherwise protected area identified by the U.S. Fish and Wildlife Service
under the Coastal Barrier Resources Act and the lowest floor elevation for the building(s) and /or flood insurance
rating purposes is below minimum flood elevation or is ineligible for flood insurance through the National Flood
Insurance Program, Buyer may terminate this Contract by delivering written notice to Seller within _____ (if left
blank, then 20) days after Effective Date, and Buyer shall be refunded the Deposit thereby releasing Buyer and
Seller from all further obligations under this Contract, failing which Buyer accepts existing elevation of buildings and
flood zone designation of Property. The National Flood Insurance Reform Act of 2012 (referred to as Biggert-
Waters 2012) may phase in actuarial rating of pre-Flood Insurance Rate Map (pre-FIRM) non-primary structures
(residential structures in which the insured or spouse does not reside for at least 80% of the year) and an elevation
certificate may be required for actuarial rating.
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(e) ENERGY BROCHURE: Buyer acknowledges receipt of Florida Energy-Efficiency Rating Information Brochure
required by Section 553.996, F.S.
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(f) LEAD-BASED PAINT: If Property includes pre-1978 residential housing, a lead-based paint disclosure is
mandatory.
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(g) HOMEOWNERS’ ASSOCIATION/COMMUNITY DISCLOSURE: BUYER SHOULD NOT EXECUTE THIS
CONTRACT UNTIL BUYER HAS RECEIVED AND READ THE HOMEOWNERS’ ASSOCIATION/COMMUNITY
DISCLOSURE, IF APPLICABLE.
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(h) PROPERTY TAX DISCLOSURE SUMMARY: BUYER SHOULD NOT RELY ON THE SELLER’S CURRENT
PROPERTY TAXES AS THE AMOUNT OF PROPERTY TAXES THAT THE BUYER MAY BE OBLIGATED TO
PAY IN THE YEAR SUBSEQUENT TO PURCHASE. A CHANGE OF OWNERSHIP OR PROPERTY
IMPROVEMENTS TRIGGERS REASSESSMENTS OF THE PROPERTY THAT COULD RESULT IN HIGHER
PROPERTY TAXES. IF YOU HAVE ANY QUESTIONS CONCERNING VALUATION, CONTACT THE COUNTY
PROPERTY APPRAISER’S OFFICE FOR INFORMATION.
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(i) FIRPTA TAX WITHHOLDING: Seller shall inform Buyer in writing if Seller is a “foreign person” as defined by the
Foreign Investment in Real Property Tax Act (“FIRPTA”). Buyer and Seller shall comply with FIRPTA, which may
require Seller to provide additional cash at Closing. If Seller is not a “foreign person”, Seller can provide Buyer, at or
prior to Closing, a certification of non-foreign status, under penalties of perjury, to inform Buyer and Closing Agent
that no withholding is required. See STANDARD V for further information pertaining to FIRPTA. Buyer and Seller
are advised to seek legal counsel and tax advice regarding their respective rights, obligations, reporting and
withholding requirements pursuant to FIRPTA.
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®
(f) SPECIAL ASSESSMENTS: At Closing, Seller shall pay: (i) the full amount of liens imposed by a public body
(“public body” does not include a Condominium or Homeowner’s Association) that are certified, confirmed and
ratified before Closing; and (ii) the amount of the public body’s most recent estimate or assessment for an
improvement which is substantially complete as of Effective Date, but that has not resulted in a lien being imposed
on the Property before Closing. Buyer shall pay all other assessments. If special assessments may be paid in
installments (CHECK ONE):
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(a) Seller shall pay installments due prior to Closing and Buyer shall pay installments due after Closing.
Installments prepaid or due for the year of Closing shall be prorated.
180*
181
(b) Seller shall pay the assessment(s) in full prior to or at the time of Closing.
182*
IF NEITHER BOX IS CHECKED, THEN OPTION (a) SHALL BE DEEMED SELECTED.
183
warranty plan provides for repair or replacement of many of a home’s mechanical systems and major built-in
appliances in the event of breakdown due to normal wear and tear during the agreement’s warranty period.
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(j) SELLER DISCLOSURE: Seller knows of no facts materially affecting the value of the Real Property which are not
readily observable and which have not been disclosed to Buyer.
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PROPERTY MAINTENANCE, CONDITION, INSPECTIONS AND EXAMINATIONS
232
PROPERTY MAINTENANCE: Except for ordinary wear and tear and Casualty Loss, and those repairs, replacements
or treatments required to be made by this Contract, Seller shall maintain the Property, including, but not limited to, lawn,
shrubbery, and pool, in the condition existing as of Effective Date (“Maintenance Requirement”).
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PROPERTY INSPECTION AND REPAIR:
236
(a) INSPECTION PERIOD: By the earlier of 15 days after Effective Date or 5 days prior to Closing Date (“Inspection
Period”), Buyer may, at Buyer’s expense, conduct “General”, “WDO”, and “Permit” Inspections described below. If
Buyer fails to timely deliver to Seller a written notice or report required by (b), (c), or (d) below, then, except for
Seller’s continuing Maintenance Requirement, Buyer shall have waived Seller’s obligation(s) to repair, replace, treat
or remedy the matters not inspected and timely reported. If this Contract does not close, Buyer shall repair all
damage to Property resulting from Buyer’s inspections, return Property to its pre-inspection condition and provide
Seller with paid receipts for all work done on Property upon its completion.
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(b) GENERAL PROPERTY INSPECTION AND REPAIR:
244
(i) General Inspection: Those items specified in Paragraph 12(b) (ii) below, which Seller is obligated to repair or
replace (“General Repair Items”) may be inspected (“General Inspection”) by a person who specializes in and holds
an occupational license (if required by law) to conduct home inspections or who holds a Florida license to repair
and maintain the items inspected (“Professional Inspector”). Buyer shall, within the Inspection Period, inform Seller
of any General Repair Items that are not in the condition required by (b)(ii) below by delivering to Seller a written
notice and upon written request by Seller a copy of the portion of Professional Inspector’s written report dealing with
such items.
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(iii) General Property Repairs: Seller is only obligated to make such general repairs as are necessary to bring
items into the condition specified in Paragraph 12(b) (ii) above. Seller shall within 10 days after receipt of Buyer's
written notice or General Inspection report, either have the reported repairs to General Repair Items estimated by
an appropriately licensed person and a copy delivered to Buyer, or have a second inspection made by a
Professional Inspector and provide a copy of such report and estimates of repairs to Buyer. If Buyer's and Seller's
inspection reports differ and the parties cannot resolve the differences, Buyer and Seller together shall choose, and
equally split the cost of, a third Professional Inspector, whose written report shall be binding on the parties.
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(c) WOOD DESTROYING ORGANISM (“WDO”) INSPECTION AND REPAIR:
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(i) WDO Inspection: The Property may be inspected by a Florida-licensed pest control business ("WDO Inspector")
to determine the existence of past or present WDO infestation and damage caused by infestation ("WDO
Inspection"). Buyer shall, within the Inspection Period, deliver a copy of the WDO Inspector's written report to Seller
if any evidence of WDO infestation or damage is found. "Wood Destroying Organism" ("WDO") means arthropod or
plant life, including termites, powder-post beetles, oldhouse borers and wood-decaying fungi, that damages or
infests seasoned wood in a structure, excluding fences.
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®
11.
12.
(ii) Property Condition: The following items shall be free of leaks, water damage or structural damage: ceiling, roof
(including fascia and soffits), exterior and interior walls, doors, windows, and foundation. The above items together
with pool, pool equipment, non-leased major appliances, heating, cooling, mechanical, electrical, security, sprinkler,
septic and plumbing systems and machinery, seawalls, and dockage, are, and shall be maintained until Closing, in
"Working Condition" (defined below). Torn screens (including pool and patio screens), fogged windows, and
missing roof tiles or shingles shall be repaired or replaced by Seller prior to Closing. Seller is not required to repair
or replace "Cosmetic Conditions" (defined below), unless the Cosmetic Conditions resulted from a defect in an item
Seller is obligated to repair or replace. "Working Condition" means operating in the manner in which the item was
designed to operate. "Cosmetic Conditions" means aesthetic imperfections that do not affect Working Condition of
the item, including, but not limited to: pitted marcite; tears, worn spots and discoloration of floor coverings,
wallpapers, or window treatments; nail holes, scrapes, scratches, dents, chips or caulking in ceilings, walls, flooring,
tile, fixtures, or mirrors; and minor cracks in walls, floor tiles, windows, driveways, sidewalks, pool decks, and
garage and patio floors. Cracked roof tiles, curling or worn shingles, or limited roof life shall not be considered
defects Seller must repair or replace, so long as there is no evidence of actual leaks, leakage or structural damage.
If cost to repair General Repair Items equals or is less than the General Repair Limit, Seller shall have repairs
made in accordance with Paragraph 12(f). If cost to repair General Repair Items exceeds the General Repair Limit,
then within 5 days after a party's receipt of the last estimate: (A) Seller may elect to pay the excess by delivering
written notice to Buyer, or (B) Buyer may deliver written notice to Seller designating which repairs of General Repair
Items Seller shall make (at a total cost to Seller not exceeding the General Repair Limit) and agreeing to accept the
balance of General Repair Items in their "as is" condition, subject to Seller's continuing Maintenance Requirement.
If neither party delivers such written notice to the other, then either party may terminate this Contract and Buyer
shall be refunded the Deposit, thereby releasing Buyer and Seller from all further obligations under this Contract.
Serial#: 020262-400137-8242695
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Page 6 of 12
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ESCROW AGENT AND BROKER
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13. ESCROW AGENT: Any Closing Agent or Escrow Agent (collectively “Agent”) receiving the Deposit, other funds and
other items is authorized, and agrees by acceptance of them, to deposit them promptly, hold same in escrow within the
State of Florida and, subject to COLLECTION, disburse them in accordance with terms and conditions of this Contract.
Failure of funds to become COLLECTED shall not excuse Buyer’s performance. When conflicting demands for the
Deposit are received, or Agent has a good faith doubt as to entitlement to the Deposit, Agent may take such actions
permitted by this Paragraph 13, as Agent deems advisable. If in doubt as to Agent’s duties or liabilities under this
Contract, Agent may, at Agent’s option, continue to hold the subject matter of the escrow until the parties agree to its
disbursement or until a final judgment of a court of competent jurisdiction shall determine the rights of the parties, or
Agent may deposit same with the clerk of the circuit court having jurisdiction of the dispute. An attorney who represents
a party and also acts as Agent may represent such party in such action. Upon notifying all parties concerned of such
action, all liability on the part of Agent shall fully terminate, except to the extent of accounting for any items previously
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(ii) WDO Repairs: If Seller previously treated the Property for the type of WDO found by Buyer's WDO Inspection,
Seller does not have to retreat the Property if there is no visible live infestation, and Seller, at Seller's cost, transfers
to Buyer at Closing a current full treatment warranty for the type of WDO found. Seller shall within 10 days after
receipt of Buyer's WDO Inspector's report, have reported WDO damage estimated by an appropriately licensed
person, necessary corrective treatment, if any, estimated by a WDO Inspector, and a copy delivered to Buyer.
Seller shall have treatments and repairs made in accordance with Paragraph 12(f) below up to the WDO Repair
Limit. If cost to treat and repair the WDO infestations and damage to Property exceeds the WDO Repair Limit, then
within 5 days after receipt of Seller's estimate, Buyer may deliver written notice to Seller agreeing to pay the
excess, or designating which WDO repairs Seller shall make (at a total cost to Seller not exceeding the WDO
Repair Limit), and accepting the balance of the Property in its "as is" condition with regard to WDO infestation and
damage, subject to Seller's continuing Maintenance Requirement. If Buyer does not deliver such written notice to
Seller, then either party may terminate this Contract by written notice to the other, and Buyer shall be refunded the
Deposit, thereby releasing Buyer and Seller from all further obligations under this Contract.
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(d) INSPECTION AND CLOSE-OUT OF BUILDING PERMITS:
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(i) Permit Inspection: Buyer may have an inspection and examination of records and documents made to
determine whether there exist any open or expired building permits or unpermitted improvements to the Property
(“Permit Inspection”). Buyer shall, within the Inspection Period, deliver written notice to Seller of the existence of
any open or expired building permits or unpermitted improvements to the Property.
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(ii) Close-Out of Building Permits: Seller shall, within 10 days after receipt of Buyer’s Permit Inspection notice,
have an estimate of costs to remedy Permit Inspection items prepared by an appropriately licensed person and a
copy delivered to Buyer. No later than 5 days prior to Closing Date, Seller shall, up to the Permit Limit, have open
and expired building permits identified by Buyer or known to Seller closed by the applicable governmental entity,
and obtain and close any required building permits for improvements to the Property. Prior to Closing Date, Seller
will provide Buyer with any written documentation that all open and expired building permits identified by Buyer or
known to Seller have been closed out and that Seller has obtained required building permits for improvements to
the Property. If final permit inspections cannot be performed due to delays by the governmental entity, Closing
Date shall be extended for up to 10 days to complete such final inspections, failing which, either party may
terminate this Contract, and Buyer shall be refunded the Deposit, thereby releasing Buyer and Seller from all
further obligations under this Contract.
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If cost to close open or expired building permits or to remedy any permit violation of any governmental entity
exceeds Permit Limit, then within 5 days after a party's receipt of estimates of cost to remedy: (A) Seller may elect
to pay the excess by delivering written notice to Buyer; or (B) Buyer may deliver written notice to Seller accepting
the Property in its "as is" condition with regard to building permit status and agreeing to receive credit from Seller
at Closing in the amount of Permit Limit. If neither party delivers such written notice to the other, then either party
may terminate this Contract and Buyer shall be refunded the Deposit, thereby releasing Buyer and Seller from all
further obligations under this Contract.
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(e) WALK-THROUGH INSPECTION/RE-INSPECTION: On the day prior to Closing Date, or on Closing Date prior to
time of Closing, as specified by Buyer, Buyer or Buyer’s representative may perform a walk-through (and follow-up
walk-through, if necessary) inspection of the Property solely to confirm that all items of Personal Property are on the
Property and to verify that Seller has maintained the Property as required by the Maintenance Requirement, has
made repairs and replacements required by this Contract, and has met all other contractual obligations.
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(f) REPAIR STANDARDS; ASSIGNMENT OF REPAIR AND TREATMENT CONTRACTS AND WARRANTIES:
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All repairs and replacements shall be completed in a good and workmanlike manner by an appropriately licensed
person, in accordance with all requirements of law, and shall consist of materials or items of quality, value, capacity
and performance comparable to, or better than, that existing as of the Effective Date. Except as provided in
Paragraph 12(c)(ii), at Buyer’s option and cost, Seller will, at Closing, assign all assignable repair, treatment and
maintenance contracts and warranties to Buyer.
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DEFAULT AND DISPUTE RESOLUTION
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15. DEFAULT:
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(a) BUYER DEFAULT: If Buyer fails, neglects or refuses to perform Buyer’s obligations under this Contract, including
payment of the Deposit, within the time(s) specified, Seller may elect to recover and retain the Deposit for the
account of Seller as agreed upon liquidated damages, consideration for execution of this Contract, and in full
settlement of any claims, whereupon Buyer and Seller shall be relieved from all further obligations under this
Contract, or Seller, at Seller’s option, may, pursuant to Paragraph 16, proceed in equity to enforce Seller’s rights
under this Contract. The portion of the Deposit, if any, paid to Listing Broker upon default by Buyer, shall be split
equally between Listing Broker and Cooperating Broker; provided however, Cooperating Broker’s share shall not be
greater than the commission amount Listing Broker had agreed to pay to Cooperating Broker.
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(b) SELLER DEFAULT: If for any reason other than failure of Seller to make Seller’s title marketable after reasonable
diligent effort, Seller fails, neglects or refuses to perform Seller’s obligations under this Contract, Buyer may elect to
receive return of Buyer’s Deposit without thereby waiving any action for damages resulting from Seller’s breach,
and, pursuant to Paragraph 16, may seek to recover such damages or seek specific performance.
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This Paragraph 15 shall survive Closing or termination of this Contract.
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16. DISPUTE RESOLUTION: Unresolved controversies, claims and other matters in question between Buyer and Seller
arising out of, or relating to, this Contract or its breach, enforcement or interpretation (“Dispute”) will be settled as
follows:
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Buyer and Seller will have 10 days after the date conflicting demands for the Deposit are made to attempt to
resolve such Dispute, failing which, Buyer and Seller shall submit such Dispute to mediation under Paragraph
16(b).
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Buyer and Seller shall attempt to settle Disputes in an amicable manner through mediation pursuant to Florida
Rules for Certified and Court-Appointed Mediators and Chapter 44, F.S., as amended (the “Mediation Rules”). The
mediator must be certified or must have experience in the real estate industry. Injunctive relief may be sought
without first complying with this Paragraph 16(b). Disputes not settled pursuant to this Paragraph 16 may be
resolved by instituting action in the appropriate court having jurisdiction of the matter. This Paragraph 16 shall
survive Closing or termination of this Contract.
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17. ATTORNEY’S FEES; COSTS: The parties will split equally any mediation fee incurred in any mediation permitted by
this Contract, and each party will pay their own costs, expenses and fees, including attorney’s fees, incurred in
conducting the mediation. In any litigation permitted by this Contract, the prevailing party shall be entitled to recover
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(a)
(b)
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Any proceeding between Buyer and Seller wherein Agent is made a party because of acting as Agent hereunder, or in
any proceeding where Agent interpleads the subject matter of the escrow, Agent shall recover reasonable attorney’s
fees and costs incurred, to be paid pursuant to court order out of the escrowed funds or equivalent. Agent shall not be
liable to any party or person for mis-delivery of any escrowed items, unless such mis-delivery is due to Agent’s willful
breach of this Contract or Agent’s gross negligence. This Paragraph 13 shall survive Closing or termination of this
Contract.
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14. PROFESSIONAL ADVICE; BROKER LIABILITY: Broker advises Buyer and Seller to verify Property condition, square
footage, and all other facts and representations made pursuant to this Contract and to consult appropriate professionals
for legal, tax, environmental, and other specialized advice concerning matters affecting the Property and the transaction
contemplated by this Contract. Broker represents to Buyer that Broker does not reside on the Property and that all
representations (oral, written or otherwise) by Broker are based on Seller representations or public records. BUYER
AGREES TO RELY SOLELY ON SELLER, PROFESSIONAL INSPECTORS AND GOVERNMENTAL AGENCIES
FOR VERIFICATION OF PROPERTY CONDITION, SQUARE FOOTAGE AND FACTS THAT MATERIALLY AFFECT
PROPERTY VALUE AND NOT ON THE REPRESENTATIONS (ORAL, WRITTEN OR OTHERWISE) OF BROKER.
Buyer and Seller (individually, the “Indemnifying Party”) each individually indemnifies, holds harmless, and releases
Broker and Broker’s officers, directors, agents and employees from all liability for loss or damage, including all costs
and expenses, and reasonable attorney’s fees at all levels, suffered or incurred by Broker and Broker’s officers,
directors, agents and employees in connection with or arising from claims, demands or causes of action instituted by
Buyer or Seller based on: (i) inaccuracy of information provided by the Indemnifying Party or from public records; (ii)
Indemnifying Party’s misstatement(s) or failure to perform contractual obligations; (iii) Broker’s performance, at
Indemnifying Party’s request, of any task beyond the scope of services regulated by Chapter 475, F.S., as amended,
including Broker’s referral, recommendation or retention of any vendor for, or on behalf of Indemnifying Party; (iv)
products or services provided by any such vendor for, or on behalf of, Indemnifying Party; and (v) expenses incurred by
any such vendor. Buyer and Seller each assumes full responsibility for selecting and compensating their respective
vendors and paying their other costs under this Contract whether or not this transaction closes. This Paragraph 14 will
not relieve Broker of statutory obligations under Chapter 475, F.S., as amended. For purposes of this Paragraph 14,
Broker will be treated as a party to this Contract. This Paragraph 14 shall survive Closing or termination of this Contract.
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delivered out of escrow. If a licensed real estate broker, Agent will comply with provisions of Chapter 475, F.S., as
amended and FREC rules to timely resolve escrow disputes through mediation, arbitration, interpleader or an escrow
disbursement order.
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(ii) TITLE EXAMINATION: Buyer shall have 5 days after receipt of Title Commitment to examine it and notify Seller in
writing specifying defect(s), if any, that render title unmarketable. If Seller provides Title Commitment and it is delivered
to Buyer less than 5 days prior to Closing Date, Buyer may extend Closing for up to 5 days after date of receipt to
examine same in accordance with this STANDARD A. Seller shall have 30 days (“Cure Period”) after receipt of Buyer’s
notice to take reasonable diligent efforts to remove defects. If Buyer fails to so notify Seller, Buyer shall be deemed to
have accepted title as it then is. If Seller cures defects within Cure Period, Seller will deliver written notice to Buyer (with
proof of cure acceptable to Buyer and Buyer’s attorney) and the parties will close this Contract on Closing Date (or if
Closing Date has passed, within 10 days after Buyer’s receipt of Seller’s notice). If Seller is unable to cure defects
within Cure Period, then Buyer may, within 5 days after expiration of Cure Period, deliver written notice to Seller: (a)
extending Cure Period for a specified period not to exceed 120 days within which Seller shall continue to use
reasonable diligent effort to remove or cure the defects (“Extended Cure Period”); or (b) electing to accept title with
existing defects and close this Contract on Closing Date (or if Closing Date has passed, within the earlier of 10 days
after end of Extended Cure Period or Buyer’s receipt of Seller’s notice), or (c) electing to terminate this Contract and
receive a refund of the Deposit, thereby releasing Buyer and Seller from all further obligations under this Contract. If
after reasonable diligent effort, Seller is unable to timely cure defects, and Buyer does not waive the defects, this
Contract shall terminate, and Buyer shall receive a refund of the Deposit, thereby releasing Buyer and Seller from all
further obligations under this Contract.
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B. SURVEY: If Survey discloses encroachments on the Real Property or that improvements located thereon encroach
on setback lines, easements, or lands of others, or violate any restrictions, covenants, or applicable governmental
regulations described in STANDARD A (i)(a), (b) or (d) above, Buyer shall deliver written notice of such matters,
together with a copy of Survey, to Seller within 5 days after Buyer’s receipt of Survey, but no later than Closing. If Buyer
timely delivers such notice and Survey to Seller, such matters identified in the notice and Survey shall constitute a title
defect, subject to cure obligations of STANDARD A above. If Seller has delivered a prior survey, Seller shall, at Buyer’s
request, execute an affidavit of “no change” to the Real Property since the preparation of such prior survey, to the
extent the affirmations therein are true and correct.
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C. INGRESS AND EGRESS: Seller represents that there is ingress and egress to the Real Property and title to the
Real Property is insurable in accordance with STANDARD A without exception for lack of legal right of access.
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D. LEASE INFORMATION: Seller shall, at least 10 days prior to Closing, furnish to Buyer estoppel letters from
tenant(s)/occupant(s) specifying nature and duration of occupancy, rental rates, advanced rent and security deposits
paid by tenant(s) or occupant(s)(“Estoppel Letter(s)”). If Seller is unable to obtain such Estoppel Letter(s), the same
information shall be furnished by Seller to Buyer within that time period in the form of a Seller’s affidavit, and Buyer may
thereafter contact tenant(s) or occupant(s) to confirm such information. If Estoppel Letter(s) or Seller’s affidavit, if any,
differ materially from Seller’s representations and lease(s) provided pursuant to Paragraph 6, or if tenant(s)/occupant(s)
fail or refuse to confirm Seller’s affidavit, Buyer may deliver written notice to Seller within 5 days after receipt of such
information, but no later than 5 days prior to Closing Date, terminating this Contract and receive a refund of the Deposit,
thereby releasing Buyer and Seller from all further obligations under this Contract. Seller shall, at Closing, deliver and
assign all leases to Buyer who shall assume Seller’s obligations thereunder.
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E. LIENS: Seller shall furnish to Buyer at Closing an affidavit attesting (i) to the absence of any financing statement,
claims of lien or potential lienors known to Seller and (ii) that there have been no improvements or repairs to the Real
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18. STANDARDS:
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A. TITLE:
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(i) TITLE EVIDENCE; RESTRICTIONS; EASEMENTS; LIMITATIONS: Within the time period provided in Paragraph
9(c), the Title Commitment, with legible copies of instruments listed as exceptions attached thereto, shall be issued and
delivered to Buyer. The Title Commitment shall set forth those matters to be discharged by Seller at or before Closing
and shall provide that, upon recording of the deed to Buyer, an owner’s policy of title insurance in the amount of the
Purchase Price, shall be issued to Buyer insuring Buyer’s marketable title to the Real Property, subject only to the
following matters: (a) comprehensive land use plans, zoning, and other land use restrictions, prohibitions and
requirements imposed by governmental authority; (b) restrictions and matters appearing on the Plat or otherwise
common to the subdivision; (c) outstanding oil, gas and mineral rights of record without right of entry; (d) unplatted
public utility easements of record (located contiguous to real property lines and not more than 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 subsequent years; and (f)
assumed mortgages and purchase money mortgages, if any (if additional items, attach addendum); provided, that,
unless waived by Paragraph 12 (a), there exists at Closing no violation of the foregoing and none prevent use of the
Property for RESIDENTIAL PURPOSES. If there exists at Closing any violation of items identified in (b) – (f) above,
then the same shall be deemed a title defect. Marketable title shall be determined according to applicable Title
Standards adopted by authority of The Florida Bar and in accordance with law.
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from the non-prevailing party costs and fees, including reasonable attorney’s fees, incurred in conducting the litigation.
This Paragraph 17 shall survive Closing or termination of this Contract.
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H. CONVEYANCE: Seller shall convey marketable title to the Real Property by statutory warranty, trustee’s, personal
representative’s, or guardian’s deed, as appropriate to the status of Seller, subject only to matters described in
STANDARD A and those accepted by Buyer. Personal Property shall, at request of Buyer, be transferred by absolute
bill of sale with warranty of title, subject only to such matters as may be provided for in this Contract.
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I. CLOSING LOCATION; DOCUMENTS; AND PROCEDURE:
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(i) LOCATION: Closing will take place in the county where the Real Property is located at the office of the attorney or
other closing agent (“Closing Agent”) designated by the party paying for the owner’s policy of title insurance, or, if no
title insurance, designated by Seller. Closing may be conducted by mail or electronic means.
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(ii) CLOSING DOCUMENTS: Seller shall, at or prior to Closing, execute and deliver, as applicable, deed, bill of sale,
certificate(s) of title or other documents necessary to transfer title to the Property, construction lien affidavit(s), owner’s
possession and no lien affidavit(s), and assignment(s) of leases. Seller shall provide Buyer with paid receipts for all
work done on the Property pursuant to this Contract. Buyer shall furnish and pay for, as applicable the survey, flood
elevation certification, and documents required by Buyer’s lender.
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(iii) PROCEDURE: The deed shall be recorded upon COLLECTION of all closing funds. If the Title Commitment
provides insurance against adverse matters pursuant to Section 627.7841, F.S., as amended, the escrow closing
procedure required by STANDARD J shall be waived, and Closing Agent shall, subject to COLLECTION of all closing
funds, disburse at Closing the brokerage fees to Broker and the net sale proceeds to Seller.
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J. ESCROW CLOSING PROCEDURE: If Title Commitment issued pursuant to Paragraph 9(c) does not provide for
insurance against adverse matters as permitted under Section 627.7841, F.S., as amended, the following escrow and
closing procedures shall apply: (1) all Closing proceeds shall be held in escrow by the Closing Agent for a period of not
more than 10 days after Closing; (2) if Seller’s title is rendered unmarketable, through no fault of Buyer, Buyer shall,
within the 10 day period, notify Seller in writing of the defect and Seller shall have 30 days from date of receipt of such
notification to cure the defect; (3) if Seller fails to timely cure the defect, the Deposit and all Closing funds paid by Buyer
shall, within 5 days after written demand by Buyer, be refunded to Buyer and, simultaneously with such repayment,
Buyer shall return the Personal Property, vacate the Real Property and re-convey the Property to Seller by special
warranty deed and bill of sale; and (4) if Buyer fails to make timely demand for refund of the Deposit, Buyer shall take
title as is, waiving all rights against Seller as to any intervening defect except as may be available to Buyer by virtue of
warranties contained in the deed or bill of sale.
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K. PRORATIONS; CREDITS: The following recurring items will be made current (if applicable) and prorated as of the
day prior to Closing Date, or date of occupancy if occupancy occurs before Closing Date: real estate taxes (including
special benefit tax assessments imposed by a CDD), interest, bonds, association fees, insurance, rents and other
expenses of Property. Buyer shall have option of taking over existing policies of insurance, if assumable, in which event
premiums shall be prorated. Cash at Closing shall be increased or decreased as may be required by prorations to be
made through day prior to Closing. Advance rent and security deposits, if any, will be credited to Buyer. Escrow
deposits held by Seller’s mortgagee will be paid to Seller. Taxes shall be prorated based on current year’s tax with due
allowance made for maximum allowable discount, homestead and other exemptions. If Closing occurs on a date when
current year’s millage is not fixed but current year’s assessment is available, taxes will be prorated based upon such
assessment and prior year’s millage. If current year’s assessment is not available, then taxes will be prorated on prior
year’s tax. If there are completed improvements on the Real Property by January 1st of year of Closing, which
improvements were not in existence on January 1 of prior year, then taxes shall be prorated based upon prior year’s
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st
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F. TIME: Calendar days shall be used in computing time periods. Time is of the essence in this Contract.
Other than time for acceptance and Effective Date as set forth in Paragraph 3, any time periods provided for or dates
specified in this Contract, whether preprinted, handwritten, typewritten or inserted herein, which shall end or occur 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 is
located) of the next business day.
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G. FORCE MAJEURE: Buyer or Seller shall not be required to perform any obligation under this Contract or be liable
to each other for damages so long as performance or non-performance of the obligation is delayed, caused or
prevented by Force Majeure. “Force Majeure” means: hurricanes, earthquakes, floods, fire, acts of God, unusual
transportation delays, wars, insurrections, acts of terrorism, and any other cause not reasonably within control of Buyer
or Seller, and which, by exercise of reasonable diligent effort, the non-performing party is unable in whole or in part to
prevent or overcome. All time periods, including Closing Date, will be extended for the period that the Force Majeure
prevents performance under this Contract, provided, however, if such Force Majeure continues to prevent performance
under this Contract more than 14 days beyond Closing Date, then either party may terminate this Contract by delivering
written notice to the other and the Deposit shall be refunded to Buyer, thereby releasing Buyer and Seller from all
further obligations under this Contract.
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Property for 90 days immediately preceding Closing Date. If the Real Property has been improved or repaired within
that time, Seller shall deliver releases or waivers of construction liens executed by all general contractors,
subcontractors, suppliers and materialmen in addition to Seller’s lien affidavit setting forth names of all such general
contractors, subcontractors, suppliers and materialmen, further affirming that all charges for improvements or repairs
which could serve as a basis for a construction lien or a claim for damages have been paid or will be paid at Closing.
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N. 1031 EXCHANGE: If either Seller or Buyer wish to enter into a like-kind exchange (either simultaneously with
Closing or deferred) under Section 1031 of the Internal Revenue Code (“Exchange”), the other party shall cooperate in
all reasonable respects to effectuate the Exchange, including execution of documents; provided, however, cooperating
party shall incur no liability or expense related to the Exchange, and Closing shall not be contingent upon, nor extended
or delayed by, such Exchange.
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O. CONTRACT NOT RECORDABLE; PERSONS BOUND; NOTICE; DELIVERY; COPIES; CONTRACT
EXECUTION: Neither this Contract nor any notice of it shall be recorded in any public records. This Contract shall be
binding on, and inure to the benefit of, the parties and their respective heirs or successors in interest. Whenever the
context permits, singular shall include plural and one gender shall include all. Notice and delivery given by or to the
attorney or broker (including such broker’s real estate licensee) representing any party shall be as effective as if given
by or to that party. All notices must be in writing and may be made by mail, personal delivery or electronic (including
“pdf”) media. A facsimile or electronic (including “pdf”) copy of this Contract and any signatures hereon shall be
considered for all purposes as an original. This Contract may be executed by use of electronic signatures, as
determined by Florida’s Electronic Signature Act and other applicable laws.
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P. INTEGRATION; MODIFICATION: This Contract contains the full and complete understanding and agreement of
Buyer and Seller with respect to the transaction contemplated by this Contract and no prior agreements or
representations shall be binding upon Buyer or Seller unless included in this Contract. No modification to or change in
this Contract shall be valid or binding upon Buyer or Seller unless in writing and executed by the parties intended to be
bound by it.
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Q.
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R.
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RIDERS; ADDENDA; TYPEWRITTEN OR HANDWRITTEN PROVISIONS: Riders, addenda, and typewritten or
handwritten provisions shall control all printed provisions of this Contract in conflict with them.
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S. COLLECTION or COLLECTED: “COLLECTION” or “COLLECTED” means any checks tendered or received,
including Deposits, have become actually and finally collected and deposited in the account of Escrow Agent
or Closing Agent. Closing and disbursement of funds and delivery of closing documents may be delayed by
Closing Agent until such amounts have been COLLECTED in Closing Agent’s accounts.
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T. LOAN COMMITMENT: “Loan Commitment” means a statement by the lender setting forth the terms and conditions
upon which the lender is willing to make a particular mortgage loan to a particular borrower. Neither a pre-approval
letter nor a prequalification letter shall be deemed a Loan Commitment for purposes of this Contract .
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U. APPLICABLE LAW AND VENUE: This Contract shall be construed in accordance with the laws of the State of
Florida and venue for resolution of all disputes, whether by mediation, arbitration or litigation, shall lie in the county
where the Real Property is located.
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V. FOREIGN INVESTMENT IN REAL PROPERTY TAX ACT (“FIRPTA”): If a seller of U.S. real property is a “foreign
person” as defined by FIRPTA, Section 1445 of the Internal Revenue Code requires the buyer of the real property to
withhold 10% of the amount realized by the seller on the transfer and remit the withheld amount to the Internal Revenue
Service (IRS) unless an exemption to the required withholding applies or the seller has obtained a Withholding
Certificate from the IRS authorizing a reduced amount of withholding. Due to the complexity and potential risks of
FIRPTA, Buyer and Seller should seek legal and tax advice regarding compliance, particularly if an “exemption” is
claimed on the sale of residential property for $300,000 or less.
576
577
578
579
580
581
582
No withholding is required under Section 1445 if the Seller is not a “foreign person,” provided Buyer accepts proof of
same from Seller, which may include Buyer’s receipt of certification of non-foreign status from Seller, signed under
penalties of perjury, stating that Seller is not a foreign person and containing Seller’s name, U.S. taxpayer identification

583
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585
WAIVER: Failure of Buyer or Seller to insist on compliance with, or strict performance of, any provision of this
Contract, or to take advantage of any right under this Contract, shall not constitute a waiver of other provisions or rights.
(i)
®
L.
542
541
540
539
538
537
536
535
534
533
RISK OF LOSS: If, after Effective Date, but before Closing, Property is damaged by fire or other casualty
(“Casualty Loss”) and cost of restoration (which shall include cost of pruning or removing damaged trees) does not
exceed 1.5% of Purchase Price, cost of restoration shall be an obligation of Seller and Closing shall proceed pursuant
to terms of this Contract. If restoration is not completed as of Closing, a sum equal to 125% of estimated cost to
complete restoration (not to exceed 1.5% of Purchase Price), will be escrowed at Closing. If actual cost of restoration
exceeds escrowed amount, Seller shall pay such actual costs (but, not in excess of 1.5% of Purchase Price). Any
unused portion of escrowed amount shall be returned to Seller. If cost of restoration exceeds 1.5% of Purchase Price,
Buyer shall elect to either take Property “as is” together with the 1.5%, or receive a refund of the Deposit, thereby
releasing Buyer and Seller from all further obligations under this Contract. Seller’s sole obligation with respect to tree
damage by casualty or other natural occurrence shall be cost of pruning or removal.
M.
532
531
530
ACCESS TO PROPERTY TO CONDUCT APPRAISALS, INSPECTIONS, AND WALK-THR