The Florida Commercial Contract form is a legally binding document used in real estate transactions within the state of Florida. This contract outlines the terms and conditions under which a buyer agrees to purchase property from a seller, including details such as the purchase price, financing arrangements, and closing procedures. Understanding this form is crucial for both buyers and sellers to ensure a smooth transaction process.
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The Florida Commercial Contract form serves as a crucial document in real estate transactions, specifically tailored for commercial properties. It outlines the essential details regarding the parties involved—namely the buyer and seller—and provides a comprehensive description of the property being sold, including its legal description and any personal property included in the sale. The form stipulates the purchase price, details about deposits, and the timeline for acceptance of the offer, ensuring that both parties are clear on their obligations. Key sections address financing requirements, including the buyer’s responsibility to secure third-party financing and the conditions under which the buyer can cancel the contract if financing is not obtained. Additionally, the form covers the closing date and location, emphasizing the importance of timely completion of the transaction. It also details title transfer, property condition, and any necessary inspections, while outlining the responsibilities of both the buyer and seller during the contract period. With provisions for escrow agents, default scenarios, and risk of loss, this form aims to protect the interests of all parties involved, making it an indispensable tool in Florida’s commercial real estate landscape.
COMMERCIAL CONTRACT
FLORIDA ASSOCIATION OF REALTORS®
1* 1. PARTIES AND PROPERTY: _____________________________________________________________________________(“Buyer”)
2* agrees to buy and _______________________________________________________________________________________ (“Seller”)
3* agrees to sell the property described as: Street Address: ______________________________________________________________
4* _______________________________________________________________________________________________________________
5* Legal Description: _____________________________________________________________________________________________
6* _______________________________________________________________________________________________________________
7* and the following Personal Property: ________________________________________________________________________________
8* _______________________________________________________________________________________________________________
9(all collectively referred to as the “Property”) on the terms and conditions set forth below.
10* 2. PURCHASE PRICE:
$ ________________________
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(a) Deposit held in escrow by___________________________________________________
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(“Escrow Agent”) (checks are subject to actual and final collection)
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Escrow Agent’s address: _________________________________ Phone: ______________
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(b) Additional deposit to be made to Escrow Agent within _____ days after Effective Date
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(c) Additional deposit to be made to Escrow Agent within _____ days after Effective Date
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(d) Total financing (see Paragraph 5)
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(e) Other ___________________________________________________________________
18(f) All deposits will be credited to the purchase price at closing. Balance to close, subject
19* to adjustments and prorations, to be paid with locally drawn cashier’s or official bank
20check(s) or wire transfer.
213. TIME FOR ACCEPTANCE; EFFECTIVE DATE; COMPUTATION OF TIME: Unless this offer is signed by Seller and Buyer
22* and an executed copy delivered to all parties on or before ________________________, this offer will be withdrawn and the
23Buyer’s deposit, if any, will be returned. The time for acceptance of any counter offer will be 3 days from the date the counter
24offer is delivered. The “Effective Date” of this Contract is the date on which the last one of the Seller and Buyer has signed
25or initialed and delivered this offer or the final counter offer. Calendar days will be used when computing time periods, except
26time periods of 5 days or less. Time periods of 5 days or less will be computed without including Saturday, Sunday, or national
27legal holidays. Any time period ending on a Saturday, Sunday, or national legal holiday will extend until 5:00 p.m. of the next
28business day. Time is of the essence in this Contract.
294. CLOSING DATE AND LOCATION:
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(a)Closing Date: This transaction will be closed on ____________________________________ (Closing Date), unless specifically extended by other provisions of this Contract. The Closing Date will prevail over all other time periods including, but not limited to, Financing and Due Diligence periods. In the event insurance underwriting is suspended on Closing Date and Buyer is unable to obtain property insurance, Buyer may postpone closing up to 5 days after the insurance underwriting suspension is lifted.
(b)Location: Closing will take place in __________________________________________________ County, Florida. (If left blank, closing will take place in the county where the Property is located.) Closing may be conducted by mail or electronic means.
36* Buyer (_____) (_____) and Seller (_____) (_____) acknowledge receipt of a copy of this page, which is Page 1 of 7 Pages.
CC-3 Rev. 10/09 © 2009 Florida Association of REALTORS® All Rights Reserved
375. THIRD PARTY FINANCING:
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BUYER’S OBLIGATION: Within ______ days (5 days if left blank) after Effective Date, Buyer will apply for third party financing in an
amount not to exceed ______% of the purchase price or $ ______________________, with a fixed interest rate not to exceed ______%
per year or with an initial variable interest rate not to exceed ______%, with points or commitment or loan fees not to exceed ______%
of the principal amount, for a term of ______ years, and amortized over ______ years, with additional terms as follows: _____________
__________________________________________________________________________________________________________________.
Buyer will timely provide any and all credit, employment, financial and other information reasonably required by any lender. Buyer will use good faith and reasonable diligence to (i) obtain Loan Approval within _____ days (45 days if left blank) from Effective Date
(Loan Approval Date), (ii) satisfy terms and conditions of the Loan Approval, and (iii) close the loan. Buyer will keep Seller and Broker fully informed about loan application status and authorizes the mortgage broker and lender to disclose all such information to Seller and Broker. Buyer will notify Seller immediately upon obtaining financing or being rejected by a lender. CANCELATION: If Buyer, after using good faith and reasonable diligence, fails to obtain Loan Approval by Loan Approval Date, Buyer may within ______ days (3 days if left blank) deliver written notice to Seller stating Buyer either waives this financing
contingency or cancels this Contract. If Buyer does neither, then Seller may cancel this Contract by delivering written notice to Buyer at any time thereafter. Unless this financing contingency has been waived, this Contract shall remain subject to the satisfaction, by closing, of those conditions of Loan Approval related to the Property.
DEPOSIT(S) (for purposes of Paragraph 5 only): If Buyer has used good faith and reasonable diligence but does not obtain Loan Approval by Loan Approval Date and thereafter either party elects to cancel this Contract as set forth above or the lender fails or refuses to close on or before the Closing Date without fault on Buyer’s part, the Deposit(s) shall be returned to Buyer, whereupon both parties will be released from all further obligations under this Contract, except for obligations stated herein as surviving the termination of this Contract. If neither party elects to terminate this Contract as set forth above or Buyer fails to use good faith or reasonable diligence as set forth above, Seller will be entitled to retain the Deposit(s) if the transaction does not close.
6.TITLE: Seller has the legal capacity to and will convey marketable title to the Property by o statutory warranty deed
o other ________________________________________, free of liens, easements and encumbrances of record or known to Seller,
but subject to property taxes for the year of closing; covenants, restrictions and public utility easements of record; existing zoning and governmental regulations; and (list any other matters to which title will be subject) ______________________________________
________________________________________________________________________________________________________________
____________________________________________________________________________________________________________;
provided there exists at closing no violation of the foregoing and none of them prevents Buyer’s intended use of the Property as
_______________________________________________________________________________________________________________.
(a)Evidence of Title: The party who pays the premium for the title insurance policy will select the closing agent and pay for the title search and closing services. Seller will, at (check one) o Seller’s o Buyer’s expense and within _____ days o after Effective Date o or at least _____ days before Closing Date deliver to Buyer (check one)
o (i.) a title insurance commitment by a Florida licensed title insurer and, upon Buyer recording the deed, an owner’s policy in the amount of the purchase price for fee simple title subject only to exceptions stated above. If Buyer is paying for the evidence of title and Seller has an owner’s policy, Seller will deliver a copy to Buyer within 15 days after Effective Date.
o (ii.) an abstract of title, prepared or brought current by an existing abstract firm or certified as correct by an existing firm. However, if such an abstract is not available to Seller, then a prior owner’s title policy acceptable to the proposed insurer as a base for reissuance of coverage may be used. The prior policy will include copies of all policy exceptions and an update in a format acceptable to Buyer from the policy effective date and certified to Buyer or Buyer’s closing agent together with copies of all documents recited in the prior policy and in the update. If such an abstract or prior policy is not available to Seller then (i.) above will be the evidence of title.
(b)Title Examination: Buyer will, within 15 days from receipt of the evidence of title deliver written notice to Seller of title defects. Title will be deemed acceptable to Buyer if (1) Buyer fails to deliver proper notice of defects or (2) Buyer delivers proper written notice and Seller cures the defects within _____ days from receipt of the notice (“Curative Period”). If the defects are cured within the Curative Period, closing will occur within 10 days from receipt by Buyer of notice of such curing. Seller may elect not to cure defects if Seller reasonably believes any defect cannot be cured within the Curative Period. If the defects are not cured within the Curative Period, Buyer will have 10 days from receipt of notice of Seller’s inability to cure the defects to elect whether to terminate this Contract or accept title subject to existing defects and close the transaction without reduction in purchase price.
(c)Survey: (check applicable provisions below)
o Seller will, within _____ days from Effective Date, deliver to Buyer copies of prior surveys, plans, specifications, and engineering documents, if any, and the following documents relevant to this transaction: _______________________________
______________________________________________________________________________, prepared for Seller or in Seller’s
91* Buyer (_____) (_____) and Seller (_____) (_____) acknowledge receipt of a copy of this page, which is Page 2 of 7 Pages.
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possession, which show all currently existing structures. In the event this transaction does not close, all documents provided by Seller will be returned to Seller within 10 days from the date this Contract is terminated.
o Buyer will, at o Seller’s o Buyer’s expense and within the time period allowed to deliver and examine title evidence, obtain a current certified survey of the Property from a registered surveyor. If the survey reveals encroachments on the Property or that the improvements encroach on the lands of another, o Buyer will accept the Property with existing encroachments o such encroachments will constitute a title defect to be cured within the Curative Period.
98(d) Ingress and Egress: Seller warrants that the Property presently has ingress and egress.
997. PROPERTY CONDITION: Seller will deliver the Property to Buyer at the time agreed in its present “as is” condition, ordinary
100wear and tear excepted, and will maintain the landscaping and grounds in a comparable condition. Seller makes no warranties
101other than marketability of title. By accepting the Property “as is,” Buyer waives all claims against Seller for any defects in the
102Property. (Check (a) or (b))
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o (a) As Is: Buyer has inspected the Property or waives any right to inspect and accepts the Property in its “as is” condition.
o (b) Due Diligence Period: Buyer will, at Buyer’s expense and within _______ days from Effective Date (“Due Diligence
Period”), determine whether the Property is suitable, in Buyer’s sole and absolute discretion, for Buyer’s intended use and development of the Property as specified in Paragraph 6. During the Due Diligence Period, Buyer may conduct any tests, analyses, surveys and investigations (“Inspections”) which Buyer deems necessary to determine to Buyer’s satisfaction the Property’s engineering, architectural, environmental properties; zoning and zoning restrictions; flood zone designation and restrictions; subdivision regulations; soil and grade; availability of access to public roads, water, and other utilities; consistency with local, state and regional growth management and comprehensive land use plans; availability of permits, government approvals and licenses; compliance with American with Disabilities Act; absence of asbestos, soil and ground water contamination; and other inspections that Buyer deems appropriate to determine the suitability of the Property for Buyer’s intended use and development. Buyer will deliver written notice to Seller prior to the expiration of the Due Diligence Period of Buyer’s determination of whether or not the Property is acceptable. Buyer’s failure to comply with this notice requirement will constitute acceptance of the Property in its present “as is” condition. Seller grants to Buyer, its agents, contractors and assigns, the right to enter the Property at any time during the Due Diligence Period for the purpose of conducting Inspections; provided, however, that Buyer, its agents, contractors and assigns enter the Property and conduct Inspections at their own risk. Buyer will indemnify and hold Seller harmless from losses, damages, costs, claims and expenses of any nature, including attorneys’ fees at all levels, and from liability to any person, arising from the conduct of any and all inspections or any work authorized by Buyer. Buyer will not engage in any activity that could result in a mechanic’s lien being filed against the Property without Seller’s prior written consent. In the event this transaction does not close, (1) Buyer will repair all damages to the Property resulting from the Inspections and return the Property to the condition it was in prior to conduct of the Inspections, and
(2)Buyer will, at Buyer’s expense, release to Seller all reports and other work generated as a result of the Inspections. Should Buyer deliver timely notice that the Property is not acceptable, Seller agrees that Buyer’s deposit will be immediately returned to Buyer and the Contract terminated.
126(c) Walk-through Inspection: Buyer may, on the day prior to closing or any other time mutually agreeable to the parties,
127conduct a final “walk-through” inspection of the Property to determine compliance with this paragraph and to ensure that all
128Property is on the premises.
1298. OPERATION OF PROPERTY DURING CONTRACT PERIOD: Seller will continue to operate the Property and any business
130conducted on the Property in the manner operated prior to Contract and will take no action that would adversely impact the
131Property, tenants, lenders or business, if any. Any changes, such as renting vacant space, that materially affect the Property or
132* Buyer’s intended use of the Property will be permitted o only with Buyer’s consent o without Buyer’s consent.
1339. CLOSING PROCEDURE:
134(a) Possession and Occupancy: Seller will deliver possession and occupancy of the Property to Buyer at closing. Seller will
135provide keys, remote controls, and any security/access codes necessary to operate all locks, mailboxes, and security systems.
136(b) Costs: Buyer will pay buyer’s attorneys’ fees, taxes and recording fees on notes, mortgages and financing statements and
137recording fees for the deed. Seller will pay seller’s attorneys’ fees, taxes on the deed and recording fees for documents needed
138to cure title defects. If Seller is obligated to discharge any encumbrance at or prior to closing and fails to do so, Buyer may use
139purchase proceeds to satisfy the encumbrances.
140(c) Documents: Seller will provide the deed; bill of sale; mechanic’s lien affidavit; originals of those assignable service and
141maintenance contracts that will be assumed by Buyer after the Closing Date and letters to each service contractor from Seller
142* Buyer (_____) (_____) and Seller (_____) (_____) acknowledge receipt of a copy of this page, which is Page 3 of 7 Pages.
143advising each of them of the sale of the Property and, if applicable, the transfer of its contract, and any assignable warranties or
144guarantees received or held by Seller from any manufacturer, contractor, subcontractor, or material supplier in connection with
145the Property; current copies of the condominium documents, if applicable; assignments of leases, updated rent roll; tenant and
146lender estoppel letters; assignments of permits and licenses; corrective instruments; and letters notifying tenants of the change
147in ownership/rental agent. If any tenant refuses to execute an estoppel letter, Seller will certify that information regarding the
148tenant’s lease is correct. If Seller is a corporation, Seller will deliver a resolution of its Board of Directors authorizing the sale
149and delivery of the deed and certification by the corporate Secretary certifying the resolution and setting forth facts showing the
150conveyance conforms to the requirements of local law. Seller will transfer security deposits to Buyer. Buyer will provide the
151closing statement, mortgages and notes, security agreements, and financing statements.
152(d) Taxes and Prorations: Real estates taxes, personal property taxes on any tangible personal property, bond payments
153assumed by Buyer, interest, rents, association dues, insurance premiums acceptable to Buyer, and operating expenses will be
154prorated through the day before closing. If the amount of taxes for the current year cannot be ascertained, rates for the previous
155year will be used with due allowance being made for improvements and exemptions. Any tax proration based on an estimate
156will, at request of either party, be readjusted upon receipt of current year’s tax bill; this provision will survive closing.
157(e) Special Assessment Liens: Certified, confirmed, and ratified special assessment liens as of the Closing Date will be paid
158by Seller. If a certified, confirmed, or ratified special assessment is payable in installments, Seller will pay all installments due
159and payable on or before the Closing Date, with any installment for any period extending beyond the Closing Date prorated,
160and Buyer will assume all installments that become due and payable after the Closing Date. Buyer will be responsible for all
161assessments of any kind which become due and owing after Closing Date, unless an improvement is substantially completed as
162of Closing Date. If an improvement is substantially completed as of the Closing Date but has not resulted in a lien before closing,
163Seller will pay the amount of the last estimate of the assessment.
164(f) Foreign Investment In Real Property Tax Act (FIRPTA): If Seller is a “foreign person” as defined by FIRPTA, Seller and
165Buyer agree to comply with Section 1445 of the Internal Revenue Code. Seller and Buyer will complete, execute, and deliver
166as directed any instrument, affidavit, or statement reasonably necessary to comply with the FIRPTA requirements, including
167delivery of their respective federal taxpayer identification numbers or Social Security Numbers to the closing agent. If Buyer
168does not pay sufficient cash at closing to meet the withholding requirement, Seller will deliver to Buyer at closing the additional
169cash necessary to satisfy the requirement.
17010. ESCROW AGENT: Seller and Buyer authorize Escrow Agent (Agent) to receive, deposit, and hold funds and other property
171in escrow and, subject to collection, disburse them in accordance with the terms of this Contract. The parties agree that Agent
172will not be liable to any person for misdelivery of escrowed items to Seller or Buyer, unless the misdelivery is due to Agent’s willful
173breach of this Contract or gross negligence. If Agent has doubt as to Agent’s duties or obligations under this Contract, Agent may,
174at Agent’s option, (a) hold the escrowed items until the parties mutually agree to its disbursement or until a court of competent
175jurisdiction or arbitrator determines the rights of the parties or (b) deposit the escrowed items with the clerk of the court having
176jurisdiction over the matter and file an action in interpleader. Upon notifying the parties of such action, Agent will be released from
177all liability except for the duty to account for items previously delivered out of escrow. If Agent is a licensed real estate broker,
178Agent will comply with Chapter 475, Florida Statutes. In any suit in which Agent interpleads the escrowed items or is made a party
179because of acting as Agent hereunder, Agent will recover reasonable attorney’s fees and costs incurred, with these amounts to be
180paid from and out of the escrowed items and charged and awarded as court costs in favor of the prevailing party.
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11.CURE PERIOD: Prior to any claim for default being made, a party will have an opportunity to cure any alleged default. If a party fails to comply with any provision of this Contract, the other party will deliver written notice to the non-complying party specifying the non-compliance. The non-complying party will have _____ days (5 days if left blank) after delivery of such notice to cure the non-compliance.
18512. RETURN OF DEPOSIT: Unless otherwise specified in the Contract, in the event any condition of this Contract is not met
186and Buyer has timely given any required notice regarding the condition having not been met, Buyer’s deposit will be returned in
187accordance with applicable Florida laws and regulations.
18813. DEFAULT:
189(a) In the event the sale is not closed due to any default or failure on the part of Seller other than failure to make the title
190marketable after diligent effort, Buyer may either (1) receive a refund of Buyer’s deposit(s) or (2) seek specific performance. If
191Buyer elects a deposit refund, Seller will be liable to Broker for the full amount of the brokerage fee.
192(b) In the event the sale is not closed due to any default or failure on the part of Buyer, Seller may either (1) retain all deposit(s)
193paid or agreed to be paid by Buyer as agreed upon liquidated damages, consideration for the execution of this Contract, and
194* Buyer (_____) (_____) and Seller (_____) (_____) acknowledge receipt of a copy of this page, which is Page 4 of 7 Pages.
195in full settlement of any claims, upon which this Contract will terminate or (2) seek specific performance. If Seller retains the
196deposit, Seller will pay the Brokers named in Paragraph 20 fifty percent of all forfeited deposits retained by Seller (to be split
197equally among the Brokers) up to the full amount of the brokerage fee.
19814. ATTORNEY’S FEES AND COSTS: In any claim or controversy arising out of or relating to this Contract, the prevailing party,
199which for purposes of this provision will include Buyer, Seller and Broker, will be awarded reasonable attorneys’ fees, costs, and
200expenses.
20115. NOTICES: All notices will be in writing and may be delivered by mail, personal delivery, or electronic means. Parties agree to
202send all notices to addresses specified on the signature page(s). Any notice, document, or item given by or delivered to an attorney
203or real estate licensee (including a transaction broker) representing a party will be as effective as if given by or delivered to that party.
20416. DISCLOSURES:
205(a) Commercial Real Estate Sales Commission Lien Act: The Florida Commercial Real Estate Sales Commission Lien Act
206provides that when a broker has earned a commission by performing licensed services under a brokerage agreement with you,
207the broker may claim a lien against your net sales proceeds for the broker’s commission. The broker’s lien rights under the act
208cannot be waived before the commission is earned.
209(b) Special Assessment Liens Imposed by Public Body: The Property may be subject to unpaid special assessment lien(s)
210imposed by a public body. (A public body includes a Community Development District.) Such liens, if any, shall be paid as set
211forth in Paragraph 9.(e).
212(c) Radon Gas: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities,
213may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines
214have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your
215county public health unit.
216(d) Energy-Efficiency Rating Information: Buyer acknowledges receipt of the information brochure required by Section
217553.996, Florida Statutes.
21817. RISK OF LOSS:
219(a) If, after the Effective Date and before closing, the Property is damaged by fire or other casualty, Seller will bear the risk of
220loss and Buyer may cancel this Contract without liability and the deposit(s) will be returned to Buyer. Alternatively, Buyer will
221have the option of purchasing the Property at the agreed upon purchase price and Seller will transfer to Buyer at closing any
222insurance proceeds, or Seller’s claim to any insurance proceeds payable for the damage. Seller will cooperate with and assist
223Buyer in collecting any such proceeds.
224(b) If, after the Effective Date and before closing, any part of the Property is taken in condemnation or under the right of eminent
225domain, or proceedings for such taking will be pending or threatened, Buyer may cancel this Contract without liability and the
226deposit(s) will be returned to Buyer. Alternatively, Buyer will have the option of purchasing what is left of the Property at the
227agreed upon purchase price and Seller will transfer to the Buyer at closing the proceeds of any award, or Seller’s claim to any
228award payable for the taking. Seller will cooperate with and assist Buyer in collecting any such award.
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18.ASSIGNABILITY; PERSONS BOUND: This Contract may be assigned to a related entity, and otherwise o is not assignable o is assignable. The terms “Buyer,” “Seller” and “Broker” may be singular or plural. This Contract is binding upon Buyer, Seller and their heirs, personal representatives, successors and assigns (if assignment is permitted).
23219. MISCELLANEOUS: The terms of this Contract constitute the entire agreement between Buyer and Seller. Modifications of
233this Contract will not be binding unless in writing, signed and delivered by the party to be bound. Signatures, initials, documents
234referenced in this Contract, counterparts and written modifications communicated electronically or on paper will be acceptable
235for all purposes, including delivery, and will be binding. Handwritten or typewritten terms inserted in or attached to this Contract
236prevail over preprinted terms. If any provision of this Contract is or becomes invalid or unenforceable, all remaining provisions will
237continue to be fully effective. This Contract will be construed under Florida law and will not be recorded in any public records.
238* Buyer (_____) (_____) and Seller (_____) (_____) acknowledge receipt of a copy of this page, which is Page 5 of 7 Pages.
23920. BROKERS: Neither Seller nor Buyer has used the services of, or for any other reason owes compensation to, a licensed real
240estate Broker other than:
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(a) Seller’s Broker: ____________________________________________________________________________________________,
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(Company Name)
(Licensee)
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______________________________________________________________________________________________________________,
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(Address, Telephone, Fax, E-mail)
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who o is a single agent o is a transaction broker o has no brokerage relationship and who will be compensated by o Seller
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o Buyer o both parties pursuant to o a listing agreement o other (specify) _____________________________________________
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______________________________________________________________________________________________________________
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(b) Buyer’s Broker: ___________________________________________________________________________________________,
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who o is a single agent o is a transaction broker o has no brokerage relationship and who will be compensated by o Seller’s
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Broker o Seller o Buyer o both parties pursuant to o an MLS offer of compensation o other (specify)
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255(collectively referred to as “Broker”) in connection with any act relating to the Property, including but not limited to inquiries,
256introductions, consultations, and negotiations resulting in this transaction. Seller and Buyer agree to indemnify and hold Broker
257harmless from and against losses, damages, costs and expenses of any kind, including reasonable attorneys’ fees at all levels,
258and from liability to any person, arising from (1) compensation claimed which is inconsistent with the representation in this
259Paragraph, (2) enforcement action to collect a brokerage fee pursuant to Paragraph 10, (3) any duty accepted by Broker at the
260request of Seller or Buyer, which is beyond the scope of services regulated by Chapter 475, Florida Statutes, as amended, or (4)
261recommendations of or services provided and expenses incurred by any third party whom Broker refers, recommends, or retains
262for or on behalf of Seller or Buyer.
26321. OPTION (Check if any of the following clauses are applicable and are attached as an addendum to this Contract):
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o Arbitration
o Seller Warranty
o Existing Mortgage
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o Section 1031 Exchange
o Coastal Construction Control Line
o Buyer’s Attorney Approval
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o Property Inspection and Repair
o Flood Area Hazard Zone
o Seller’s Attorney Approval
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o Seller Representations
o Seller Financing
o Other ___________________________
26822. ADDITIONAL TERMS:
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279THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK THE ADVICE
280OF AN ATTORNEY PRIOR TO SIGNING. BROKER ADVISES BUYER AND SELLER TO VERIFY ALL FACTS AND
281REPRESENTATIONS THAT ARE IMPORTANT TO THEM AND TO CONSULT AN APPROPRIATE PROFESSIONAL
282FOR LEGAL ADVICE (FOR EXAMPLE, INTERPRETING CONTRACTS, DETERMINING THE EFFECT OF LAWS ON
283THE PROPERTY AND TRANSACTION, STATUS OF TITLE, FOREIGN INVESTOR REPORTING REQUIREMENTS,
284ETC.) AND FOR TAX, PROPERTY CONDITION, ENVIRONMENTAL AND OTHER ADVICE. BUYER ACKNOWLEDGES
285THAT BROKER DOES NOT OCCUPY THE PROPERTY AND THAT ALL REPRESENTATIONS (ORAL, WRITTEN OR
286OTHERWISE) BY BROKER ARE BASED ON SELLER REPRESENTATIONS OR PUBLIC RECORDS UNLESS BROKER
287INDICATES PERSONAL VERIFICATION OF THE REPRESENTATION. BUYER AGREES TO RELY SOLELY ON SELLER,
288PROFESSIONAL INSPECTORS AND GOVERNMENTAL AGENCIES FOR VERIFICATION OF THE PROPERTY CONDITION,
289SQUARE FOOTAGE AND FACTS THAT MATERIALLY AFFECT PROPERTY VALUE.
290* Buyer (_____) (_____) and Seller (_____) (_____) acknowledge receipt of a copy of this page, which is Page 6 of 7 Pages.
291Each person signing this Contract on behalf of a party that is a business entity represents and warrants to the other party that
292such signatory has full power and authority to enter into and perform this Contract in accordance with its terms and each person
293executing this Contract and other documents on behalf of such party has been duly authorized to do so.
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_________________________________________________________
Date: ______________________________________________
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(Signature of Buyer)
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Tax ID No.: _________________________________________
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(Typed or Printed Name of Buyer)
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Title: ____________________________________________________
Telephone: _________________________________________
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Buyer’s Address for purpose of notice: _____________________________________________________________________________
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Facsimile: ________________________________________________
E-mail:_____________________________________________
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(Typed or Printed Name of Seller)
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(Signature of Seller)
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Seller’s Address for purpose of notice: ______________________________________________________________________________
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The Florida Association of REALTORS® makes no representation as to the legal validity or adequacy of any provision of this form in any specific transaction. This standardized form should not be used in complex transactions or with extensive riders or additions. This form is available for use by the entire real estate industry and is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership mark which may be used only by real estate licensees who are members of the NATIONAL ASSOCIATION OF REALTORS® and who subscribe to its Code of Ethics.
The copyright laws of the United States (17 U.S. Code) forbid the unauthorized reproduction of this form by any means including facsimile or computerized forms.
318* Buyer (_____) (_____) and Seller (_____) (_____) acknowledge receipt of a copy of this page, which is Page 7 of 7 Pages.
Filling out the Florida Commercial Contract form requires careful attention to detail. Each section must be completed accurately to ensure a smooth transaction. Below are the steps to guide you through the process.
The Florida Commercial Contract form is designed to outline the terms and conditions under which a buyer agrees to purchase commercial property from a seller. It specifies essential details such as the parties involved, the property description, the purchase price, and any contingencies related to financing or inspections. This document serves as a legally binding agreement that protects the interests of both the buyer and seller throughout the transaction.
To complete the Florida Commercial Contract, you will need to provide the following information:
Accurate and complete information is crucial to avoid misunderstandings and ensure a smooth transaction.
If the buyer is unable to secure financing, they have the option to cancel the contract. The buyer must notify the seller in writing within a specified timeframe, typically three days after the loan approval date. If the buyer has made a good faith effort to obtain financing but is still unsuccessful, they may receive their deposit back, and both parties will be released from further obligations under the contract.
The closing process involves several steps, including the transfer of possession of the property, payment of closing costs, and the exchange of necessary documents. The seller is responsible for providing the deed and any other required documentation, while the buyer must cover their own closing costs. The closing typically occurs in the county where the property is located, and it may be conducted in person, by mail, or electronically. Both parties should ensure they are prepared with all necessary documents and funds to complete the transaction successfully.
If either party fails to fulfill their obligations under the contract, it is considered a default. If the seller defaults, the buyer may choose to receive a refund of their deposit or seek specific performance of the contract. Conversely, if the buyer defaults, the seller may retain the deposit as liquidated damages or also seek specific performance. The contract outlines these consequences clearly to protect the rights of both parties.
Filling out the Florida Commercial Contract form requires attention to detail. One common mistake is failing to accurately identify the parties involved. The contract must clearly state the full names of both the Buyer and Seller. Omitting or misspelling names can lead to disputes later on.
Another frequent error is neglecting to provide a complete property description. The form requires a street address and a legal description. Incomplete information can create confusion about the property being sold, potentially complicating the transaction.
Many individuals also overlook the importance of specifying the purchase price correctly. Leaving this section blank or entering an incorrect amount can lead to misunderstandings and disputes. Ensure that all financial figures are accurate and clearly stated.
Additionally, people often fail to adhere to the timeframes outlined in the contract. Missing deadlines for deposits or notices can jeopardize the agreement. It is crucial to be aware of all time-sensitive obligations and to act promptly.
Buyers frequently make the mistake of not applying for financing within the specified timeframe. The contract stipulates that the Buyer must apply for third-party financing within a certain number of days. Delaying this process can result in losing the opportunity to secure financing.
Another common mistake is not addressing title issues adequately. Buyers should be vigilant about reviewing the evidence of title and notifying the Seller of any defects within the designated timeframe. Failing to do so may result in acceptance of the title as is, which could lead to future complications.
People often ignore the importance of the Due Diligence Period. This period allows the Buyer to investigate the property thoroughly. Not conducting proper inspections or failing to notify the Seller of any issues can lead to costly surprises after the purchase.
Finally, neglecting to sign and date the contract correctly is a significant oversight. All parties must ensure that they provide their signatures where required. An unsigned contract may be deemed unenforceable, leaving both parties vulnerable.
When engaging in a commercial real estate transaction in Florida, various forms and documents complement the Florida Commercial Contract form. Each of these documents serves a specific purpose and helps ensure that all parties are informed and protected throughout the process. Below is a list of commonly used documents.
These documents play vital roles in the commercial real estate transaction process. They help protect the interests of both buyers and sellers, ensuring a smoother transaction and minimizing potential disputes. Understanding each document’s purpose can lead to more informed decisions and a successful closing.
The Florida Commercial Contract form shares similarities with the Residential Purchase Agreement. Both documents outline the essential terms of a property sale, including the parties involved, the purchase price, and the conditions for closing. They also specify the responsibilities of both the buyer and seller regarding deposits and title transfer. However, the Residential Purchase Agreement is tailored for residential properties, while the Florida Commercial Contract is specifically designed for commercial real estate transactions.
Another document akin to the Florida Commercial Contract is the Lease Agreement. While the Commercial Contract focuses on the sale of property, a Lease Agreement governs the rental of property. Both documents detail the rights and obligations of the parties, including payment terms and property condition. They also address what happens if either party fails to meet their obligations, ensuring clarity and protection for both landlords and tenants.
The Option to Purchase Agreement is also similar. This document grants a potential buyer the right to purchase a property at a predetermined price within a specified timeframe. Like the Florida Commercial Contract, it outlines terms such as the purchase price and conditions for exercising the option. However, the Option to Purchase does not finalize the sale until the buyer decides to proceed, making it a preliminary step in the purchasing process.
The Purchase and Sale Agreement is another related document. It serves as a comprehensive contract for the sale of real estate, detailing the terms of the transaction. Like the Florida Commercial Contract, it includes essential elements such as the purchase price, closing date, and conditions for financing. The Purchase and Sale Agreement may be used for both residential and commercial properties, but the Florida Commercial Contract is specifically crafted for commercial transactions.
Additionally, the Joint Venture Agreement often appears in commercial real estate transactions. This document outlines the terms under which two or more parties collaborate on a property investment. It shares similarities with the Florida Commercial Contract in that both require clear definitions of roles, responsibilities, and financial contributions. However, the Joint Venture Agreement focuses on the partnership aspect, while the Commercial Contract centers on the sale of a property.
The Real Estate Development Agreement is another document that bears similarities. This agreement outlines the terms for developing a property, including financing, construction timelines, and responsibilities of each party involved. Like the Florida Commercial Contract, it requires detailed descriptions of the property and the financial obligations of the parties. However, it emphasizes the development process rather than the sale itself.
The Listing Agreement is also comparable. This document establishes a relationship between a seller and a real estate agent, detailing the agent's responsibilities in marketing and selling the property. Both the Listing Agreement and the Florida Commercial Contract outline the terms of a transaction, but the former is focused on the representation and sale process, while the latter finalizes the sale itself.
Another similar document is the Real Estate Purchase Agreement. This agreement serves a similar purpose to the Florida Commercial Contract but may not be specifically tailored for commercial properties. It includes essential details such as the purchase price, financing terms, and closing conditions. However, the Florida Commercial Contract includes specific provisions that cater to the nuances of commercial transactions.
Finally, the Seller Financing Agreement is also relevant. This document outlines the terms under which a seller agrees to finance the buyer's purchase of the property. Similar to the Florida Commercial Contract, it details the purchase price and payment terms. However, the Seller Financing Agreement focuses specifically on the financing aspect, whereas the Florida Commercial Contract encompasses the entire sale process.
When filling out the Florida Commercial Contract form, there are several important dos and don'ts to keep in mind. These tips will help ensure that your contract is completed correctly and protects your interests.
By following these guidelines, you can help ensure that your Florida Commercial Contract is filled out correctly, minimizing potential issues down the line.
This form is designed for a variety of commercial real estate transactions, regardless of size. It can be used for both small and large deals, making it accessible for many buyers and sellers.
While the form includes legal language, it is structured to be clear and straightforward. Buyers and sellers can seek clarification on any terms they find confusing, ensuring they understand their rights and obligations.
Parties can modify the contract as long as any changes are made in writing and signed by both parties. Flexibility exists to accommodate specific needs and circumstances.
The contract includes provisions for financing, but it does not guarantee approval. Buyers must actively seek financing and meet lender requirements to secure a loan.
Typically, the property is sold "as is," meaning the buyer accepts it in its current condition. Buyers can negotiate repairs during the due diligence period, but sellers are not automatically obligated to make repairs.
The closing date is an essential term of the contract. Any changes must be mutually agreed upon in writing, ensuring that both parties are aligned on the timeline.
Deposits can be returned under certain conditions, such as if the buyer fails to obtain financing despite making a good faith effort. Understanding the terms surrounding deposits is crucial for both parties.
The Florida Commercial Contract includes several provisions designed to protect the buyer, including contingencies for financing and title examination. Buyers should review these protections to ensure their interests are safeguarded.
While having witnesses can be beneficial, the Florida Commercial Contract is valid once signed by both parties. The signatures alone signify acceptance of the terms, making the contract legally binding.
Understand the Parties Involved: Clearly identify the Buyer and Seller at the beginning of the contract. Ensure that the names and addresses are accurate to avoid any confusion later on.
Property Details: Provide a complete and precise description of the property being sold, including the street address and legal description. This information is critical for establishing ownership and rights.
Purchase Price and Deposits: Specify the total purchase price and outline the deposit structure. Include details about any escrow agents involved and the timeline for additional deposits.
Acceptance Timeline: Be aware of the time frame for acceptance of the contract. If not signed by the specified date, the offer will be withdrawn, and any deposits may be returned.
Closing Date and Location: Clearly state the closing date and location. This is crucial for coordinating the final transfer of property and ensuring all parties are prepared.
Financing Contingencies: Understand the financing obligations and deadlines. The Buyer must apply for financing within a specified period and keep the Seller informed of the status.
Property Condition: The contract may include an “as is” clause or a due diligence period. Ensure you understand your rights regarding property inspections and any necessary repairs.
Risk of Loss: Be aware of the implications of damage to the property before closing. The Seller bears the risk, but the Buyer has options if such events occur.
Fill in Your Florida Commercial Contract Form