AS-IS-Residential-Contract-for-Sale-And-Purchase.pdf

Buyer’s Initials _________ __________ Page 1 of 12 Seller’s Initials __________ __________

“AS IS” Residential Contract For Sale And Purchase

THIS FORM HAS BEEN APPROVED BY THE FLORIDA REALTORS AND THE FLORIDA BAR

PARTIES: ("Seller"), 1

and ("Buyer"), 2

agree that Seller shall sell and Buyer shall buy the following described Real Property and Personal Property 3

(collectively “Property”) pursuant to the terms and conditions of this AS IS Residential Contract For Sale And Purchase 4

and any riders and addenda (“Contract”): 5

1. PROPERTY DESCRIPTION: 6

(a) Street address, city, zip: 7

(b) Located in: ______________ County, Florida. Property Tax ID #: 8

together with all existing improvements and fixtures, including built-in appliances, built-in furnishings and 12

attached wall-to-wall carpeting and flooring (“Real Property”) unless specifically excluded in Paragraph 1(e) or 13

by other terms of this Contract. 14

(d) Personal Property: Unless excluded in Paragraph 1(e) or by other terms of this Contract, the following items 15

which are owned by Seller and existing on the Property as of the date of the initial offer are included in the 16

purchase: range(s)/oven(s), refrigerator(s), dishwasher(s), disposal, ceiling fan(s), light fixture(s), drapery rods 17

and draperies, blinds, window treatments, smoke detector(s), garage door opener(s), thermostat(s), doorbell(s), 18

television wall mount(s) and television mounting hardware, security gate and other access devices, mailbox 19

keys, and storm shutters/storm protection items and hardware ("Personal Property"). 20

Other Personal Property items included in this purchase are: 21

Personal Property is included in the Purchase Price, has no contributory value, and shall be left for the Buyer. 23

(e) The following items are excluded from the purchase: 24

PURCHASE PRICE AND CLOSING 26

2. PURCHASE PRICE (U.S. currency): ................................................................................................$ 27

(a) Initial deposit to be held in escrow in the amount of (checks subject to Collection) .............$ 28

The initial deposit made payable and delivered to “Escrow Agent” named below 29

(CHECK ONE): (i) accompanies offer or (ii) is to be made within _____ (if left blank, 30

then 3) days after Effective Date. IF NEITHER BOX IS CHECKED, THEN OPTION (ii) 31

SHALL BE DEEMED SELECTED. 32

Escrow Agent Name: ________________________________________________________ 33

Address: Phone: ___________________ 34

Email: __________________________________________ Fax: ______________________ 35

(b) Additional deposit to be delivered to Escrow Agent within __________ (if left blank, then 10) 36

days after Effective Date ........................................................................................................... $_____________ 37

(All deposits paid or agreed to be paid, are collectively referred to as the “Deposit”) 38

(d) Other: ................ $_____________ 40

(e) Balance to close (not including Buyer’s closing costs, prepaids and prorations) by wire 41

transfer or other Collected funds (See STANDARD S) ............................................................. $_____________ 42

3. TIME FOR ACCEPTANCE OF OFFER AND COUNTER-OFFERS; EFFECTIVE DATE: 43

(a) If not signed by Buyer and Seller, and an executed copy delivered to all parties on or before 44

_______________________, this offer shall be deemed withdrawn and the Deposit, if any, shall be returned to 45

Buyer. Unless otherwise stated, time for acceptance of any counter-offers shall be within 2 days after the day 46

the counter-offer is delivered. 47

(b) The effective date of this Contract shall be the date when the last one of the Buyer and Seller has signed or 48

initialed and delivered this offer or final counter-offer (“Effective Date”). 49

4. CLOSING; CLOSING DATE: The closing of this transaction shall occur when all funds required for closing are 50

received by Closing Agent and Collected pursuant to STANDARD S and all closing documents required to be 51

furnished by each party pursuant to this Contract are delivered (“Closing”). Unless modified by other provisions of 52

Buyer’s Initials _________ __________ Page 2 of 12 Seller’s Initials __________ __________

this Contract, the Closing shall occur on _____________________________ (“Closing Date”), at the time 53

established by the Closing Agent. 54

5. EXTENSION OF CLOSING DATE: 55

(a) In the event Closing funds from Buyer’s lender(s) are not available on Closing Date due to Consumer Financial 56

Protection Bureau Closing Disclosure delivery requirements (“CFPB Requirements”), if Paragraph 8(b) is 57

checked, Loan Approval has been obtained, and lender’s underwriting is complete, then Closing Date shall be 58

extended for such period necessary to satisfy CFPB Requirements, provided such period shall not exceed 7 59

days. 60

(b) If an event constituting “Force Majeure” causes services essential for Closing to be unavailable, including the 61

unavailability of utilities or issuance of hazard, wind, flood or homeowners’ insurance, Closing Date shall be 62

extended as provided in STANDARD G. 63

6. OCCUPANCY AND POSSESSION: 64

(a) Unless Paragraph 6(b) is checked, Seller shall, at Closing, deliver occupancy and possession of the Property 65

to Buyer free of tenants, occupants and future tenancies. Also, at Closing, Seller shall have removed all 66

personal items and trash from the Property and shall deliver all keys, garage door openers, access devices and 67

codes, as applicable, to Buyer. If occupancy is to be delivered before Closing, Buyer assumes all risks of loss 68

to the Property from date of occupancy, shall be responsible and liable for maintenance from that date, and 69

shall have accepted the Property in its existing condition as of time of taking occupancy, see Rider T PRE-70

CLOSING OCCUPANCY BY BUYER. 71

(b) CHECK IF PROPERTY IS SUBJECT TO LEASE(S) OR OCCUPANCY AFTER CLOSING. If Property is 72

subject to a lease(s) or any occupancy agreements (including seasonal and short-term vacation rentals) after 73

Closing or is intended to be rented or occupied by third parties beyond Closing, the facts and terms thereof 74

shall be disclosed in writing by Seller to Buyer and copies of the written lease(s) shall be delivered to Buyer, all 75

within 5 days after Effective Date. If Buyer determines, in Buyer’s sole discretion, that the lease(s) or terms of 76

occupancy are not acceptable to Buyer, Buyer may terminate this Contract by delivery of written notice of such 77

election to Seller within 5 days after receipt of the above items from Seller, and Buyer shall be refunded the 78

Deposit thereby releasing Buyer and Seller from all further obligations under this Contract. Estoppel Letter(s) 79

and Seller’s affidavit shall be provided pursuant to STANDARD D, except that tenant Estoppel Letters shall not 80

be required on seasonal or short-term vacation rentals. If Property is intended to be occupied by Seller after 81

Closing, see Rider U POST-CLOSING OCCUPANCY BY SELLER. 82

7. ASSIGNABILITY: (CHECK ONE): Buyer may assign and thereby be released from any further liability under 83

this Contract; may assign but not be released from liability under this Contract; or may not assign this Contract. 84

IF NO BOX IS CHECKED, THEN BUYER MAY NOT ASSIGN THIS CONTRACT. 85

FINANCING 86

8. FINANCING: 87

(a) This is a cash transaction with no financing contingency. 88

(b) This Contract is contingent upon, within _______ (if left blank, then 30) days after Effective Date (“Loan 89

Approval Period”): (1) Buyer obtaining approval of a conventional FHA VA or other ______________ 90

(describe) mortgage loan for purchase of the Property for a (CHECK ONE): fixed, adjustable, fixed or 91

adjustable rate in the Loan Amount (See Paragraph 2(c)), at an initial interest rate not to exceed _______ % (if left 92

blank, then prevailing rate based upon Buyer’s creditworthiness), and for a term of _______(if left blank, then 30) 93

years (“Financing”); and (2) Buyer’s mortgage broker or lender having received an appraisal or alternative valuation 94

of the Property satisfactory to lender, if either is required by lender, which is sufficient to meet the terms required 95

for lender to provide Financing for Buyer and proceed to Closing (“Appraisal”). 96

(i) Buyer shall make application for Financing within _______ (if left blank, then 5) days after Effective Date 97

and use good faith and diligent effort to obtain approval of a loan meeting the Financing and Appraisal terms of 98

Paragraph 8(b)(1) and (2), above, (“Loan Approval”) within the Loan Approval Period and, thereafter, to close this 99

Contract. Loan Approval which requires Buyer to sell other real property shall not be considered Loan Approval 100

unless Rider V is attached. 101

Buyer’s failure to use good faith and diligent effort to obtain Loan Approval during the Loan Approval Period shall 102

be considered a default under the terms of this Contract. For purposes of this provision, “diligent effort” includes, 103

but is not limited to, timely furnishing all documents and information required by Buyer’s mortgage broker and lender 104

and paying for Appraisal and other fees and charges in connection with Buyer’s application for Financing. 105

(ii) Buyer shall, upon written request, keep Seller and Broker fully informed about the status of Buyer’s 106

mortgage loan application, loan processing, appraisal, and Loan Approval, including any Property related conditions 107

of Loan Approval. Buyer authorizes Buyer’s mortgage broker, lender, and Closing Agent to disclose such status 108

Buyer’s Initials _________ __________ Page 3 of 12 Seller’s Initials __________ __________

and progress and release preliminary and finally executed closing disclosures and settlement statements, as 109

appropriate and allowed, to Seller and Broker. 110

(iii) If within the Loan Approval Period, Buyer obtains Loan Approval, Buyer shall notify Seller of same in writing 111

prior to expiration of the Loan Approval Period; or, if Buyer is unable to obtain Loan Approval within Loan Approval 112

Period but Buyer is satisfied with Buyer’s ability to obtain Loan Approval and proceed to Closing, Buyer shall deliver 113

written notice to Seller confirming same, prior to the expiration of the Loan Approval Period. 114

(iv) If Buyer is unable to obtain Loan Approval within the Loan Approval Period, or cannot timely meet the 115

terms of Loan Approval, all after the exercise of good faith and diligent effort, Buyer may terminate this Contract by 116

delivering written notice of termination to Seller prior to expiration of the Loan Approval Period; whereupon, provided 117

Buyer is not in default under the terms of this Contract, Buyer shall be refunded the Deposit thereby releasing Buyer 118

and Seller from all further obligations under this Contract. 119

(v) If Buyer fails to timely deliver any written notice provided for in Paragraph 8(b)(iii) or (iv), above, to Seller 120

prior to expiration of the Loan Approval Period, then Buyer shall proceed forward with this Contract as though 121

Paragraph 8(a), above, had been checked as of the Effective Date; provided, however, Seller may elect to terminate 122

this Contract by delivering written notice of termination to Buyer within 3 days after expiration of the Loan Approval 123

Period and, provided Buyer is not in default under the terms of this Contract, Buyer shall be refunded the Deposit 124

thereby releasing Buyer and Seller from all further obligations under this Contract. 125

(vi) If Buyer has timely provided either written notice provided for in Paragraph 8b(iii), above, and Buyer 126

thereafter fails to close this Contract, the Deposit shall be paid to Seller unless failure to close is due to: (1) Seller’s 127

default or inability to satisfy other contingencies of this Contract; or (2) Property related conditions of the Loan 128

Approval (specifically excluding the Appraisal valuation) have not been met unless such conditions are waived by 129

other provisions of this Contract; in which event(s) the Buyer shall be refunded the Deposit, thereby releasing Buyer 130

and Seller from all further obligations under this Contract. 131

(d) Purchase money note and mortgage to Seller (see Rider C for terms). 133

CLOSING COSTS, FEES AND CHARGES 134

9. CLOSING COSTS; TITLE INSURANCE; SURVEY; HOME WARRANTY; SPECIAL ASSESSMENTS: 135

(a) COSTS TO BE PAID BY SELLER: 136

• Documentary stamp taxes and surtax on deed, if any • HOA/Condominium Association estoppel fees 137

• Owner’s Policy and Charges (if Paragraph 9(c)(i) is checked) • Recording and other fees needed to cure title 138

• Title search charges (if Paragraph 9(c)(iii) is checked) • Seller’s attorneys’ fees 139

• Municipal lien search (if Paragraph 9(c)(i) or (iii) is checked) • Other: 140

• Charges for FIRPTA withholding and reporting 141

If, prior to Closing, Seller is unable to meet the AS IS Maintenance Requirement as required by Paragraph 11, 142

a sum equal to 125% of estimated costs to meet the AS IS Maintenance Requirement shall be escrowed at 143

Closing. If actual costs to meet the AS IS Maintenance Requirement exceed escrowed amount, Seller shall pay 144

such actual costs. Any unused portion of escrowed amount(s) shall be returned to Seller. 145

(b) COSTS TO BE PAID BY BUYER: 146

• Taxes and recording fees on notes and mortgages • Loan expenses 147

• Recording fees for deed and financing statements • Appraisal fees 148

• Owner’s Policy and Charges (if Paragraph 9(c)(ii) is checked) • Buyer’s Inspections 149

• Survey (and elevation certification, if required) • Buyer’s attorneys’ fees 150

• Lender’s title policy and endorsements • All property related insurance 151

• HOA/Condominium Association application/transfer fees • Owner’s Policy Premium (if Paragraph 152

• Municipal lien search (if Paragraph 9(c)(ii) is checked) 9(c)(iii) is checked) 153

• Other: 154

then 5) days prior to Closing Date (“Title Evidence Deadline”), a title insurance commitment issued by a Florida 156

licensed title insurer, with legible copies of instruments listed as exceptions attached thereto (“Title 157

Commitment”) and, after Closing, an owner’s policy of title insurance (see STANDARD A for terms) shall be 158

obtained and delivered to Buyer. If Seller has an owner’s policy of title insurance covering the Real Property, 159

Seller shall furnish a copy to Buyer and Closing Agent within 5 days after Effective Date. The owner’s title policy 160

premium, title search and closing services (collectively, “Owner’s Policy and Charges”) shall be paid, as set 161

forth below. The title insurance premium charges for the owner’s policy and any lender’s policy will be calculated 162

and allocated in accordance with Florida law, but may be reported differently on certain federally mandated 163

closing disclosures and other closing documents. For purposes of this Contract “municipal lien search” means a 164

Buyer’s Initials _________ __________ Page 4 of 12 Seller’s Initials __________ __________

search of records necessary for the owner’s policy of title insurance to be issued without exception for unrecorded 165

liens imposed pursuant to Chapters 153, 159 or 170, F.S., in favor of any governmental body, authority or agency. 166

(CHECK ONE): 167

(i) Seller shall designate Closing Agent and pay for Owner’s Policy and Charges, and Buyer shall pay the 168

premium for Buyer’s lender’s policy and charges for closing services related to the lender’s policy, 169

endorsements and loan closing, which amounts shall be paid by Buyer to Closing Agent or such other 170

provider(s) as Buyer may select; or 171

(ii) Buyer shall designate Closing Agent and pay for Owner’s Policy and Charges and charges for closing 172

services related to Buyer’s lender’s policy, endorsements and loan closing; or 173

(iii) [MIAMI-DADE/BROWARD REGIONAL PROVISION]: Buyer shall designate Closing Agent. Seller shall 174

furnish a copy of a prior owner’s policy of title insurance or other evidence of title and pay fees for: (A) a 175

continuation or update of such title evidence, which is acceptable to Buyer’s title insurance underwriter for 176

reissue of coverage; (B) tax search; and (C) municipal lien search. Buyer shall obtain and pay for post-Closing 177

continuation and premium for Buyer’s owner’s policy, and if applicable, Buyer’s lender’s policy. Seller shall not 178

be obligated to pay more than $_____________ (if left blank, then $200.00) for abstract continuation or title 179

search ordered or performed by Closing Agent. 180

(d) SURVEY: At least 5 days prior to Closing Date, Buyer may, at Buyer’s expense, have the Real Property 181

surveyed and certified by a registered Florida surveyor (“Survey”). If Seller has a survey covering the Real 182

Property, a copy shall be furnished to Buyer and Closing Agent within 5 days after Effective Date. 183

(e) HOME WARRANTY: At Closing, Buyer Seller N/A shall pay for a home warranty plan issued by 184

___________________________________________ at a cost not to exceed $_________________. A home 185

warranty plan provides for repair or replacement of many of a home’s mechanical systems and major built-in 186

appliances in the event of breakdown due to normal wear and tear during the agreement’s warranty period. 187

(f) SPECIAL ASSESSMENTS: At Closing, Seller shall pay: (i) the full amount of liens imposed by a public body 188

(“public body” does not include a Condominium or Homeowner’s Association) that are certified, confirmed and 189

ratified before Closing; and (ii) the amount of the public body’s most recent estimate or assessment for an 190

improvement which is substantially complete as of Effective Date, but that has not resulted in a lien being 191

imposed on the Property before Closing. Buyer shall pay all other assessments. If special assessments may 192

be paid in installments (CHECK ONE): 193

(a) Seller shall pay installments due prior to Closing and Buyer shall pay installments due after Closing. 194

Installments prepaid or due for the year of Closing shall be prorated. 195

(b) Seller shall pay, in full, prior to or at the time of Closing, any assessment(s) allowed by the public body 196

to be prepaid. For any assessment(s) which the public body does not allow prepayment, OPTION (a) shall be 197

deemed selected for such assessment(s). 198

IF NEITHER BOX IS CHECKED, THEN OPTION (a) SHALL BE DEEMED SELECTED. 199

This Paragraph 9(f) shall not apply to a special benefit tax lien imposed by a community development district 200

(CDD) pursuant to Chapter 190, F.S., or special assessment(s) imposed by a special district pursuant to 201

Chapter 189, F.S., which lien(s) or assessment(s) shall be prorated pursuant to STANDARD K. 202

DISCLOSURES 203

10. DISCLOSURES: 204

(a) RADON GAS: Radon is a naturally occurring radioactive gas that, when it is accumulated in a building in 205

sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that 206

exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding 207

radon and radon testing may be obtained from your county health department. 208

(b) PERMITS DISCLOSURE: Except as may have been disclosed by Seller to Buyer in a written disclosure, Seller 209

does not know of any improvements made to the Property which were made without required permits or made 210

pursuant to permits which have not been properly closed or otherwise disposed of pursuant to Section 553.79, 211

F.S. If Seller identifies permits which have not been closed or improvements which were not permitted, then 212

Seller shall promptly deliver to Buyer all plans, written documentation or other information in Seller’s possession, 213

knowledge, or control relating to improvements to the Property which are the subject of such open permits or 214

unpermitted improvements. 215

desires additional information regarding mold, Buyer should contact an appropriate professional. 217

(d) FLOOD ZONE; ELEVATION CERTIFICATION: Buyer is advised to verify by elevation certificate which flood 218

zone the Property is in, whether flood insurance is required by Buyer’s lender, and what restrictions apply to 219

improving the Property and rebuilding in the event of casualty. If Property is in a “Special Flood Hazard Area” 220

Buyer’s Initials _________ __________ Page 5 of 12 Seller’s Initials __________ __________

or “Coastal Barrier Resources Act” designated area or otherwise protected area identified by the U.S. Fish and 221

Wildlife Service under the Coastal Barrier Resources Act and the lowest floor elevation for the building(s) and/or 222

flood insurance rating purposes is below minimum flood elevation or is ineligible for flood insurance coverage 223

through the National Flood Insurance Program or private flood insurance as defined in 42 U.S.C. §4012a, Buyer 224

may terminate this Contract by delivering written notice to Seller within _____ (if left blank, then 20) days after 225

Effective Date, and Buyer shall be refunded the Deposit thereby releasing Buyer and Seller from all further 226

obligations under this Contract, failing which Buyer accepts existing elevation of buildings and flood zone 227

designation of Property. 228

(e) ENERGY BROCHURE: Buyer acknowledges receipt of Florida Energy-Efficiency Rating Information Brochure 229

required by Section 553.996, F.S. 230

(f) LEAD-BASED PAINT: If Property includes pre-1978 residential housing, a lead-based paint disclosure is 231

mandatory. 232

(g) HOMEOWNERS’ ASSOCIATION/COMMUNITY DISCLOSURE: BUYER SHOULD NOT EXECUTE THIS 233

CONTRACT UNTIL BUYER HAS RECEIVED AND READ THE HOMEOWNERS’ 234

ASSOCIATION/COMMUNITY DISCLOSURE, IF APPLICABLE. 235

(h) PROPERTY TAX DISCLOSURE SUMMARY: BUYER SHOULD NOT RELY ON THE SELLER’S CURRENT 236

PROPERTY TAXES AS THE AMOUNT OF PROPERTY TAXES THAT THE BUYER MAY BE OBLIGATED TO 237

PAY IN THE YEAR SUBSEQUENT TO PURCHASE. A CHANGE OF OWNERSHIP OR PROPERTY 238

IMPROVEMENTS TRIGGERS REASSESSMENTS OF THE PROPERTY THAT COULD RESULT IN HIGHER 239

PROPERTY TAXES. IF YOU HAVE ANY QUESTIONS CONCERNING VALUATION, CONTACT THE 240

COUNTY PROPERTY APPRAISER’S OFFICE FOR INFORMATION. 241

(i) FOREIGN INVESTMENT IN REAL PROPERTY TAX ACT (“FIRPTA”): Seller shall inform Buyer in writing if 242

Seller is a “foreign person” as defined by the Foreign Investment in Real Property Tax Act (“FIRPTA”). Buyer 243

and Seller shall comply with FIRPTA, which may require Seller to provide additional cash at Closing. If Seller 244

is not a “foreign person”, Seller can provide Buyer, at or prior to Closing, a certification of non-foreign status, 245

under penalties of perjury, to inform Buyer and Closing Agent that no withholding is required. See STANDARD 246

V for further information pertaining to FIRPTA. Buyer and Seller are advised to seek legal counsel and tax 247

advice regarding their respective rights, obligations, reporting and withholding requirements pursuant to 248

FIRPTA. 249

(j) SELLER DISCLOSURE: Seller knows of no facts materially affecting the value of the Real Property which are 250

not readily observable and which have not been disclosed to Buyer. Except as provided for in the preceding 251

sentence, Seller extends and intends no warranty and makes no representation of any type, either express or 252

implied, as to the physical condition or history of the Property. Except as otherwise disclosed in writing Seller 253

has received no written or verbal notice from any governmental entity or agency as to a currently uncorrected 254

building, environmental or safety code violation. 255

PROPERTY MAINTENANCE, CONDITION, INSPECTIONS AND EXAMINATIONS 256

11. PROPERTY MAINTENANCE: Except for ordinary wear and tear and Casualty Loss, Seller shall maintain the 257

Property, including, but not limited to, lawn, shrubbery, and pool, in the condition existing as of Effective Date (“AS 258

IS Maintenance Requirement”). See Paragraph 9(a) for escrow procedures, if applicable. 259

12. PROPERTY INSPECTION; RIGHT TO CANCEL:

260

(a) PROPERTY INSPECTIONS AND RIGHT TO CANCEL: Buyer shall have ______ (if left blank, then 15) 261

days after Effective Date (“Inspection Period”) within which to have such inspections of the Property 262

performed as Buyer shall desire during the Inspection Period. If Buyer determines, in Buyer’s sole 263

discretion, that the Property is not acceptable to Buyer, Buyer may terminate this Contract by delivering 264

written notice of such election to Seller prior to expiration of Inspection Period. If Buyer timely 265

terminates this Contract, the Deposit paid shall be returned to Buyer, thereupon, Buyer and Seller shall 266

be released of all further obligations under this Contract; however, Buyer shall be responsible for 267

prompt payment for such inspections, for repair of damage to, and restoration of, the Property resulting 268

from such inspections, and shall provide Seller with paid receipts for all work done on the Property (the 269

preceding provision shall survive termination of this Contract). Unless Buyer exercises the right to 270

terminate granted herein, Buyer accepts the physical condition of the Property and any violation of 271

governmental, building, environmental, and safety codes, restrictions, or requirements, but subject to 272

Seller’s continuing AS IS Maintenance Requirement, and Buyer shall be responsible for any and all 273

repairs and improvements required by Buyer’s lender. 274

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(b) WALK-THROUGH INSPECTION/RE-INSPECTION: On the day prior to Closing Date, or on Closing Date prior 275

to time of Closing, as specified by Buyer, Buyer or Buyer’s representative may perform a walk-through (and 276

follow-up walk-through, if necessary) inspection of the Property solely to confirm that all items of Personal 277

Property are on the Property and to verify that Seller has maintained the Property as required by the AS IS 278

Maintenance Requirement and has met all other contractual obligations. 279

of the Property identifies open or needed building permits, then Seller shall promptly deliver to Buyer all plans, 281

written documentation or other information in Seller’s possession, knowledge, or control relating to 282

improvements to the Property which are the subject of such open or needed permits, and shall promptly 283

cooperate in good faith with Buyer’s efforts to obtain estimates of repairs or other work necessary to resolve 284

such permit issues. Seller’s obligation to cooperate shall include Seller’s execution of necessary authorizations, 285

consents, or other documents necessary for Buyer to conduct inspections and have estimates of such repairs 286

or work prepared, but in fulfilling such obligation, Seller shall not be required to expend, or become obligated to 287

expend, any money. 288

(d) ASSIGNMENT OF REPAIR AND TREATMENT CONTRACTS AND WARRANTIES: At Buyer’s option and 289

cost, Seller will, at Closing, assign all assignable repair, treatment and maintenance contracts and warranties 290

to Buyer. 291

ESCROW AGENT AND BROKER 292

13. ESCROW AGENT: Any Closing Agent or Escrow Agent (collectively “Agent”) receiving the Deposit, other funds 293

and other items is authorized, and agrees by acceptance of them, to deposit them promptly, hold same in escrow 294

within the State of Florida and, subject to Collection, disburse them in accordance with terms and conditions of this 295

Contract. Failure of funds to become Collected shall not excuse Buyer’s performance. When conflicting demands 296

for the Deposit are received, or Agent has a good faith doubt as to entitlement to the Deposit, Agent may take such 297

actions permitted by this Paragraph 13, as Agent deems advisable. If in doubt as to Agent’s duties or liabilities 298

under this Contract, Agent may, at Agent’s option, continue to hold the subject matter of the escrow until the parties 299

agree to its disbursement or until a final judgment of a court of competent jurisdiction shall determine the rights of 300

the parties, or Agent may deposit same with the clerk of the circuit court having jurisdiction of the dispute. An 301

attorney who represents a party and also acts as Agent may represent such party in such action. Upon notifying all 302

parties concerned of such action, all liability on the part of Agent shall fully terminate, except to the extent of 303

accounting for any items previously delivered out of escrow. If a licensed real estate broker, Agent will comply with 304

provisions of Chapter 475, F.S., as amended and FREC rules to timely resolve escrow disputes through mediation, 305

arbitration, interpleader or an escrow disbursement order. 306

In any proceeding between Buyer and Seller wherein Agent is made a party because of acting as Agent hereunder, 307

or in any proceeding where Agent interpleads the subject matter of the escrow, Agent shall recover reasonable 308

attorney’s fees and costs incurred, to be paid pursuant to court order out of the escrowed funds or equivalent. Agent 309

shall not be liable to any party or person for mis-delivery of any escrowed items, unless such mis-delivery is due to 310

Agent’s willful breach of this Contract or Agent’s gross negligence. This Paragraph 13 shall survive Closing or 311

termination of this Contract. 312

14. PROFESSIONAL ADVICE; BROKER LIABILITY: Broker advises Buyer and Seller to verify Property condition, 313

square footage, and all other facts and representations made pursuant to this Contract and to consult appropriate 314

professionals for legal, tax, environmental, and other specialized advice concerning matters affecting the Property 315

and the transaction contemplated by this Contract. Broker represents to Buyer that Broker does not reside on the 316

Property and that all representations (oral, written or otherwise) by Broker are based on Seller representations or 317

public records. BUYER AGREES TO RELY SOLELY ON SELLER, PROFESSIONAL INSPECTORS AND 318

GOVERNMENTAL AGENCIES FOR VERIFICATION OF PROPERTY CONDITION, SQUARE FOOTAGE AND 319

FACTS THAT MATERIALLY AFFECT PROPERTY VALUE AND NOT ON THE REPRESENTATIONS (ORAL, 320

WRITTEN OR OTHERWISE) OF BROKER. Buyer and Seller (individually, the “Indemnifying Party”) each 321

individually indemnifies, holds harmless, and releases Broker and Broker’s officers, directors, agents and 322

employees from all liability for loss or damage, including all costs and expenses, and reasonable attorney’s fees at 323

all levels, suffered or incurred by Broker and Broker’s officers, directors, agents and employees in connection with 324

or arising from claims, demands or causes of action instituted by Buyer or Seller based on: (i) inaccuracy of 325

information provided by the Indemnifying Party or from public records; (ii) Indemnifying Party’s misstatement(s) or 326

failure to perform contractual obligations; (iii) Broker’s performance, at Indemnifying Party’s request, of any task 327

beyond the scope of services regulated by Chapter 475, F.S., as amended, including Broker’s referral, 328

recommendation or retention of any vendor for, or on behalf of, Indemnifying Party; (iv) products or services 329

provided by any such vendor for, or on behalf of, Indemnifying Party; and (v) expenses incurred by any such vendor. 330

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Buyer and Seller each assumes full responsibility for selecting and compensating their respective vendors and 331

paying their other costs under this Contract whether or not this transaction closes. This Paragraph 14 will not relieve 332

Broker of statutory obligations under Chapter 475, F.S., as amended. For purposes of this Paragraph 14, Broker 333

will be treated as a party to this Contract. This Paragraph 14 shall survive Closing or termination of this Contract. 334

DEFAULT AND DISPUTE RESOLUTION 335

15. DEFAULT: 336

(a) BUYER DEFAULT: If Buyer fails, neglects or refuses to perform Buyer’s obligations under this Contract, 337

including payment of the Deposit, within the time(s) specified, Seller may elect to recover and retain the Deposit 338

for the account of Seller as agreed upon liquidated damages, consideration for execution of this Contract, and 339

in full settlement of any claims, whereupon Buyer and Seller shall be relieved from all further obligations under 340

this Contract, or Seller, at Seller’s option, may, pursuant to Paragraph 16, proceed in equity to enforce Seller’s 341

rights under this Contract. The portion of the Deposit, if any, paid to Listing Broker upon default by Buyer, shall 342

be split equally between Listing Broker and Cooperating Broker; provided however, Cooperating Broker’s share 343

shall not be greater than the commission amount Listing Broker had agreed to pay to Cooperating Broker. 344

(b) SELLER DEFAULT: If for any reason other than failure of Seller to make Seller’s title marketable after 345

reasonable diligent effort, Seller fails, neglects or refuses to perform Seller’s obligations under this Contract, 346

Buyer may elect to receive return of Buyer’s Deposit without thereby waiving any action for damages resulting 347

from Seller’s breach, and, pursuant to Paragraph 16, may seek to recover such damages or seek specific 348

performance. 349

This Paragraph 15 shall survive Closing or termination of this Contract. 350

16. DISPUTE RESOLUTION: Unresolved controversies, claims and other matters in question between Buyer and 351

Seller arising out of, or relating to, this Contract or its breach, enforcement or interpretation (“Dispute”) will be settled 352

as follows: 353

(a) Buyer and Seller will have 10 days after the date conflicting demands for the Deposit are made to attempt to 354

resolve such Dispute, failing which, Buyer and Seller shall submit such Dispute to mediation under Paragraph 355

16(b). 356

(b) Buyer and Seller shall attempt to settle Disputes in an amicable manner through mediation pursuant to Florida 357

Rules for Certified and Court-Appointed Mediators and Chapter 44, F.S., as amended (the “Mediation Rules”). 358

The mediator must be certified or must have experience in the real estate industry. Injunctive relief may be 359

sought without first complying with this Paragraph 16(b). Disputes not settled pursuant to this Paragraph 16 360

may be resolved by instituting action in the appropriate court having jurisdiction of the matter. This Paragraph 361

16 shall survive Closing or termination of this Contract. 362

17. ATTORNEY’S FEES; COSTS: The parties will split equally any mediation fee incurred in any mediation permitted 363

by this Contract, and each party will pay their own costs, expenses and fees, including attorney’s fees, incurred in 364

conducting the mediation. In any litigation permitted by this Contract, the prevailing party shall be entitled to recover 365

from the non-prevailing party costs and fees, including reasonable attorney’s fees, incurred in conducting the 366

litigation. This Paragraph 17 shall survive Closing or termination of this Contract. 367

STANDARDS FOR REAL ESTATE TRANSACTIONS (“STANDARDS”) 368

18. STANDARDS: 369

A. TITLE: 370

(i) TITLE EVIDENCE; RESTRICTIONS; EASEMENTS; LIMITATIONS: Within the time period provided in 371

Paragraph 9(c), the Title Commitment, with legible copies of instruments listed as exceptions attached thereto, shall 372

be issued and delivered to Buyer. The Title Commitment shall set forth those matters to be discharged by Seller at 373

or before Closing and shall provide that, upon recording of the deed to Buyer, an owner’s policy of title insurance 374

in the amount of the Purchase Price, shall be issued to Buyer insuring Buyer’s marketable title to the Real Property, 375

subject only to the following matters: (a) comprehensive land use plans, zoning, and other land use restrictions, 376

prohibitions and requirements imposed by governmental authority; (b) restrictions and matters appearing on the 377

Plat or otherwise common to the subdivision; (c) outstanding oil, gas and mineral rights of record without right of 378

entry; (d) unplatted public utility easements of record (located contiguous to real property lines and not more than 379

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 380

subsequent years; and (f) assumed mortgages and purchase money mortgages, if any (if additional items, attach 381

addendum); provided, that, none prevent use of Property for RESIDENTIAL PURPOSES. If there exists at Closing 382

any violation of items identified in (b) – (f) above, then the same shall be deemed a title defect. Marketable title shall 383

be determined according to applicable Title Standards adopted by authority of The Florida Bar and in accordance 384

with law.385

STANDARDS FOR REAL ESTATE TRANSACTIONS (“STANDARDS”) CONTINUED

Buyer’s Initials _________ __________ Page 8 of 12 Seller’s Initials __________ __________

(ii) TITLE EXAMINATION: Buyer shall have 5 days after receipt of Title Commitment to examine it and notify Seller

386

in writing specifying defect(s), if any, that render title unmarketable. If Seller provides Title Commitment and it is 387

delivered to Buyer less than 5 days prior to Closing Date, Buyer may extend Closing for up to 5 days after date of 388

receipt to examine same in accordance with this STANDARD A. Seller shall have 30 days (“Cure Period”) after 389

receipt of Buyer’s notice to take reasonable diligent efforts to remove defects. If Buyer fails to so notify Seller, Buyer 390

shall be deemed to have accepted title as it then is. If Seller cures defects within Cure Period, Seller will deliver 391

written notice to Buyer (with proof of cure acceptable to Buyer and Buyer’s attorney) and the parties will close this 392

Contract on Closing Date (or if Closing Date has passed, within 10 days after Buyer’s receipt of Seller’s notice). If 393

Seller is unable to cure defects within Cure Period, then Buyer may, within 5 days after expiration of Cure Period, 394

deliver written notice to Seller: (a) extending Cure Period for a specified period not to exceed 120 days within which 395

Seller shall continue to use reasonable diligent effort to remove or cure the defects (“Extended Cure Period”); or 396

(b) electing to accept title with existing defects and close this Contract on Closing Date (or if Closing Date has 397

passed, within the earlier of 10 days after end of Extended Cure Period or Buyer’s receipt of Seller’s notice), or (c) 398

electing to terminate this Contract and receive a refund of the Deposit, thereby releasing Buyer and Seller from all 399

further obligations under this Contract. If after reasonable diligent effort, Seller is unable to timely cure defects, and 400

Buyer does not waive the defects, this Contract shall terminate, and Buyer shall receive a refund of the Deposit, 401

thereby releasing Buyer and Seller from all further obligations under this Contract. 402

B. SURVEY: If Survey discloses encroachments on the Real Property or that improvements located thereon 403

encroach on setback lines, easements, or lands of others, or violate any restrictions, covenants, or applicable 404

governmental regulations described in STANDARD A (i)(a), (b) or (d) above, Buyer shall deliver written notice of 405

such matters, together with a copy of Survey, to Seller within 5 days after Buyer’s receipt of Survey, but no later 406

than Closing. If Buyer timely delivers such notice and Survey to Seller, such matters identified in the notice and 407

Survey shall constitute a title defect, subject to cure obligations of STANDARD A above. If Seller has delivered a 408

prior survey, Seller shall, at Buyer’s request, execute an affidavit of “no change” to the Real Property since the 409

preparation of such prior survey, to the extent the affirmations therein are true and correct. 410

C. INGRESS AND EGRESS: Seller represents that there is ingress and egress to the Real Property and title to 411

the Real Property is insurable in accordance with STANDARD A without exception for lack of legal right of access. 412

D. LEASE INFORMATION: Seller shall, at least 10 days prior to Closing, furnish to Buyer estoppel letters from 413

tenant(s)/occupant(s) specifying nature and duration of occupancy, rental rates, advanced rent and security 414

deposits paid by tenant(s) or occupant(s)(“Estoppel Letter(s)”). If Seller is unable to obtain such Estoppel Letter(s) 415

the same information shall be furnished by Seller to Buyer within that time period in the form of a Seller’s affidavit 416

and Buyer may thereafter contact tenant(s) or occupant(s) to confirm such information. If Estoppel Letter(s) or 417

Seller’s affidavit, if any, differ materially from Seller’s representations and lease(s) provided pursuant to Paragraph 418

6, or if tenant(s)/occupant(s) fail or refuse to confirm Seller’s affidavit, Buyer may deliver written notice to Seller 419

within 5 days after receipt of such information, but no later than 5 days prior to Closing Date, terminating this 420

Contract and receive a refund of the Deposit, thereby releasing Buyer and Seller from all further obligations under 421

this Contract. Seller shall, at Closing, deliver and assign all leases to Buyer who shall assume Seller’s obligations 422

thereunder. 423

E. LIENS: Seller shall furnish to Buyer at Closing an affidavit attesting (i) to the absence of any financing 424

statement, claims of lien or potential lienors known to Seller and (ii) that there have been no improvements or 425

repairs to the Real Property for 90 days immediately preceding Closing Date. If the Real Property has been 426

improved or repaired within that time, Seller shall deliver releases or waivers of construction liens executed by all 427

general contractors, subcontractors, suppliers and materialmen in addition to Seller’s lien affidavit setting forth 428

names of all such general contractors, subcontractors, suppliers and materialmen, further affirming that all charges 429

for improvements or repairs which could serve as a basis for a construction lien or a claim for damages have been 430

paid or will be paid at Closing. 431

F. TIME: Time is of the essence in this Contract. Calendar days, based on where the Property is located, shall 432

be used in computing time periods. Other than time for acceptance and Effective Date as set forth in Paragraph 3, 433

any time periods provided for or dates specified in this Contract, whether preprinted, handwritten, typewritten or 434

inserted herein, which shall end or occur on a Saturday, Sunday, national legal public holiday (as defined in 5 435

U.S.C. Sec. 6103(a)), or a day on which a national legal public holiday is observed because it fell on a Saturday or 436

Sunday, shall extend to the next calendar day which is not a Saturday, Sunday, national legal public holiday, or a 437

day on which a national legal public holiday is observed. 438

G. FORCE MAJEURE: Buyer or Seller shall not be required to exercise or perform any right or obligation under 439

this Contract or be liable to each other for damages so long as performance or non-performance of the right or 440

obligation, or the availability of services, insurance, or required approvals essential to Closing, is disrupted, delayed, 441

STANDARDS FOR REAL ESTATE TRANSACTIONS (“STANDARDS”) CONTINUED

Buyer’s Initials _________ __________ Page 9 of 12 Seller’s Initials __________ __________

caused or prevented by a Force Majeure event. “Force Majeure” means: hurricanes, floods, extreme weather, 442

earthquakes, fires, or other acts of God, unusual transportation delays, wars, insurrections, civil unrest, or acts of 443

terrorism, governmental actions and mandates, government shut downs, epidemics, or pandemics, which, by 444

exercise of reasonable diligent effort, the non-performing party is unable in whole or in part to prevent or overcome. 445

The Force Majeure event will be deemed to have begun on the first day the effect of the Force Majeure prevents 446

performance, non-performance, or the availability of services, insurance or required approvals essential to Closing. 447

All time periods affected by the Force Majeure event, including Closing Date, will be extended a reasonable time 448

up to 7 days after the Force Majeure event no longer prevents performance under this Contract; provided, however, 449

if such Force Majeure event continues to prevent performance under this Contract more than 30 days beyond 450

Closing Date, then either party may terminate this Contract by delivering written notice to the other and the Deposit 451

shall be refunded to Buyer, thereby releasing Buyer and Seller from all further obligations under this Contract. 452

H. CONVEYANCE: Seller shall convey marketable title to the Real Property by statutory warranty, trustee’s, 453

personal representative’s, or guardian’s deed, as appropriate to the status of Seller, subject only to matters 454

described in STANDARD A and those accepted by Buyer. Personal Property shall, at request of Buyer, be 455

transferred by absolute bill of sale with warranty of title, subject only to such matters as may be provided for in this 456

Contract. 457

I. CLOSING LOCATION; DOCUMENTS; AND PROCEDURE: 458

(i) LOCATION: Closing will be conducted by the attorney or other closing agent (“Closing Agent”) designated by 459

the party paying for the owner’s policy of title insurance and will take place in the county where the Real Property 460

is located at the office of the Closing Agent, or at such other location agreed to by the parties. If there is no title 461

insurance, Seller will designate Closing Agent. Closing may be conducted by mail, overnight courier, or electronic 462

means. 463

(ii) CLOSING DOCUMENTS: Seller shall at or prior to Closing, execute and deliver, as applicable, deed, bill of 464

sale, certificate(s) of title or other documents necessary to transfer title to the Property, construction lien affidavit(s), 465

owner’s possession and no lien affidavit(s), and assignment(s) of leases. Seller shall provide Buyer with paid 466

receipts for all work done on the Property pursuant to this Contract. Buyer shall furnish and pay for, as applicable, 467

the survey, flood elevation certification, and documents required by Buyer’s lender. 468

(iii) FinCEN GTO REPORTING OBLIGATION. If Closing Agent is required to comply with a U.S. Treasury 469

Department’s Financial Crimes Enforcement Network (“FinCEN”) Geographic Targeting Order (“GTO”), then Buyer 470

shall provide Closing Agent with essential information and documentation related to Buyer and its Beneficial 471

Owners, including photo identification, and related to the transaction contemplated by this Contract which are 472

required to complete mandatory reporting, including the Currency Transaction Report; and Buyer consents to 473

Closing Agent’s collection and report of said information to IRS. 474

(iv) PROCEDURE: The deed shall be recorded upon Collection of all closing funds. If the Title Commitment 475

provides insurance against adverse matters pursuant to Section 627.7841, F.S., as amended, the escrow closing 476

procedure required by STANDARD J shall be waived, and Closing Agent shall, subject to Collection of all closing 477

funds, disburse at Closing the brokerage fees to Broker and the net sale proceeds to Seller. 478

J. ESCROW CLOSING PROCEDURE: If Title Commitment issued pursuant to Paragraph 9(c) does not provide 479

for insurance against adverse matters as permitted under Section 627.7841, F.S., as amended, the following 480

escrow and closing procedures shall apply: (1) all Closing proceeds shall be held in escrow by the Closing Agent 481

for a period of not more than 10 days after Closing; (2) if Seller’s title is rendered unmarketable, through no fault of 482

Buyer, Buyer shall, within the 10 day period, notify Seller in writing of the defect and Seller shall have 30 days from 483

date of receipt of such notification to cure the defect; (3) if Seller fails to timely cure the defect, the Deposit and all 484

Closing funds paid by Buyer shall, within 5 days after written demand by Buyer, be refunded to Buyer and, 485

simultaneously with such repayment, Buyer shall return the Personal Property, vacate the Real Property and re-486

convey the Property to Seller by special warranty deed and bill of sale; and (4) if Buyer fails to make timely demand 487

for refund of the Deposit, Buyer shall take title as is, waiving all rights against Seller as to any intervening defect 488

except as may be available to Buyer by virtue of warranties contained in the deed or bill of sale. 489

K. PRORATIONS; CREDITS: The following recurring items will be made current (if applicable) and prorated as of 490

the day prior to Closing Date, or date of occupancy if occupancy occurs before Closing Date: real estate taxes 491

(including special benefit tax assessments imposed by a CDD pursuant to Chapter 190, F.S., and assessments 492

imposed by special district(s) pursuant to Chapter 189, F.S.), interest, bonds, association fees, insurance, rents 493

and other expenses of Property. Buyer shall have option of taking over existing policies of insurance, if assumable, 494

in which event premiums shall be prorated. Cash at Closing shall be increased or decreased as may be required 495

by prorations to be made through day prior to Closing. Advance rent and security deposits, if any, will be credited 496

to Buyer. Escrow deposits held by Seller’s mortgagee will be paid to Seller. Taxes shall be prorated based on 497

current year’s tax. If Closing occurs on a date when current year’s millage is not fixed but current year’s assessment 498

STANDARDS FOR REAL ESTATE TRANSACTIONS (“STANDARDS”) CONTINUED

Buyer’s Initials _________ __________ Page 10 of 12 Seller’s Initials __________ __________

is available, taxes will be prorated based upon such assessment and prior year’s millage. If current year’s 499

assessment is not available, then taxes will be prorated on prior year’s tax. If there are completed improvements 500

on the Real Property by January 1st of year of Closing, which improvements were not in existence on January 1

501

of prior year, then taxes shall be prorated based upon prior year’s millage and at an equitable assessment to be 502

agreed upon between the parties, failing which, request shall be made to the County Property Appraiser for an 503

informal assessment taking into account available exemptions. In all cases, due allowance shall be made for the 504

maximum allowable discounts and applicable homestead and other exemptions. A tax proration based on an 505

estimate shall, at either party’s request, be readjusted upon receipt of current year’s tax bill. This STANDARD K 506

shall survive Closing. 507

L. ACCESS TO PROPERTY TO CONDUCT APPRAISALS, INSPECTIONS, AND WALK-THROUGH: Seller 508

shall, upon reasonable notice, provide utilities service and access to Property for appraisals and inspections, 509

including a walk-through (or follow-up walk-through if necessary) prior to Closing. 510

M. RISK OF LOSS: If, after Effective Date, but before Closing, Property is damaged by fire or other casualty 511

(“Casualty Loss”) and cost of restoration (which shall include cost of pruning or removing damaged trees) does not 512

exceed 1.5% of Purchase Price, cost of restoration shall be an obligation of Seller and Closing shall proceed 513

pursuant to terms of this Contract. If restoration is not completed as of Closing, a sum equal to 125% of estimated 514

cost to complete restoration (not to exceed 1.5% of Purchase Price) will be escrowed at Closing. If actual cost of 515

restoration exceeds escrowed amount, Seller shall pay such actual costs (but, not in excess of 1.5% of Purchase 516

Price). Any unused portion of escrowed amount shall be returned to Seller. If cost of restoration exceeds 1.5% of 517

Purchase Price, Buyer shall elect to either take Property “as is” together with the 1.5% or receive a refund of the 518

Deposit thereby releasing Buyer and Seller from all further obligations under this Contract. Seller’s sole obligation 519

with respect to tree damage by casualty or other natural occurrence shall be cost of pruning or removal. 520

N. 1031 EXCHANGE: If either Seller or Buyer wish to enter into a like-kind exchange (either simultaneously with 521

Closing or deferred) under Section 1031 of the Internal Revenue Code (“Exchange”), the other party shall cooperate 522

in all reasonable respects to effectuate the Exchange, including execution of documents; provided, however, 523

cooperating party shall incur no liability or expense related to the Exchange, and Closing shall not be contingent 524

upon, nor extended or delayed by, such Exchange. 525

O. CONTRACT NOT RECORDABLE; PERSONS BOUND; NOTICE; DELIVERY; COPIES; CONTRACT 526

EXECUTION: Neither this Contract nor any notice of it shall be recorded in any public or official records. This 527

Contract shall be binding on, and inure to the benefit of, the parties and their respective heirs or successors in 528

interest. Whenever the context permits, singular shall include plural and one gender shall include all. Notice and 529

delivery given by or to the attorney or broker (including such broker’s real estate licensee) representing any party 530

shall be as effective as if given by or to that party. All notices must be in writing and may only be made by mail, 531

facsimile transmission, personal delivery or email. A facsimile or electronic copy of this Contract and any signatures 532

hereon shall be considered for all purposes as an original. This Contract may be executed by use of electronic 533

signatures, as determined by Florida’s Electronic Signature Act and other applicable laws. 534

P. INTEGRATION; MODIFICATION: This Contract contains the full and complete understanding and agreement 535

of Buyer and Seller with respect to the transaction contemplated by this Contract and no prior agreements or 536

representations shall be binding upon Buyer or Seller unless included in this Contract. No modification to or change 537

in this Contract shall be valid or binding upon Buyer or Seller unless in writing and executed by the parties intended 538

to be bound by it. 539

Q. WAIVER: Failure of Buyer or Seller to insist on compliance with, or strict performance of, any provision of this 540

Contract, or to take advantage of any right under this Contract, shall not constitute a waiver of other provisions or 541

rights. 542

R. RIDERS; ADDENDA; TYPEWRITTEN OR HANDWRITTEN PROVISIONS: Riders, addenda, and typewritten 543

or handwritten provisions shall control all printed provisions of this Contract in conflict with them. 544

S. COLLECTION or COLLECTED: “Collection” or “Collected” means any checks tendered or received, including 545

Deposits, have become actually and finally collected and deposited in the account of Escrow Agent or Closing 546

Agent. Closing and disbursement of funds and delivery of closing documents may be delayed by Closing Agent 547

until such amounts have been Collected in Closing Agent’s accounts. 548

T. RESERVED. 549

U. APPLICABLE LAW AND VENUE: This Contract shall be construed in accordance with the laws of the State 550

of Florida and venue for resolution of all disputes, whether by mediation, arbitration or litigation, shall lie in the 551

county where the Real Property is located. 552

V. FIRPTA TAX WITHHOLDING: If a seller of U.S. real property is a “foreign person” as defined by FIRPTA, 553

Section 1445 of the Internal Revenue Code (“Code”) requires the buyer of the real property to withhold up to 15% 554

of the amount realized by the seller on the transfer and remit the withheld amount to the Internal Revenue Service 555

STANDARDS FOR REAL ESTATE TRANSACTIONS (“STANDARDS”) CONTINUED

Buyer’s Initials _________ __________ Page 11 of 12 Seller’s Initials __________ __________

(IRS) unless an exemption to the required withholding applies or the seller has obtained a Withholding Certificate 556

from the IRS authorizing a reduced amount of withholding. 557

(i) No withholding is required under Section 1445 of the Code if the Seller is not a “foreign person”. Seller can 558

provide proof of non-foreign status to Buyer by delivery of written certification signed under penalties of perjury, 559

stating that Seller is not a foreign person and containing Seller’s name, U.S. taxpayer identification number and 560

home address (or office address, in the case of an entity), as provided for in 26 CFR 1.1445-2(b). Otherwise, Buyer 561

shall withhold the applicable percentage of the amount realized by Seller on the transfer and timely remit said funds 562

to the IRS. 563

(ii) If Seller is a foreign person and has received a Withholding Certificate from the IRS which provides for reduced 564

or eliminated withholding in this transaction and provides same to Buyer by Closing, then Buyer shall withhold the 565

reduced sum required, if any, and timely remit said funds to the IRS. 566

(iii) If prior to Closing Seller has submitted a completed application to the IRS for a Withholding Certificate and has 567

provided to Buyer the notice required by 26 CFR 1.1445-1(c) (2)(i)(B) but no Withholding Certificate has been 568

received as of Closing, Buyer shall, at Closing, withhold the applicable percentage of the amount realized by Seller 569

on the transfer and, at Buyer’s option, either (a) timely remit the withheld funds to the IRS or (b) place the funds in 570

escrow, at Seller’s expense, with an escrow agent selected by Buyer and pursuant to terms negotiated by the 571

parties, to be subsequently disbursed in accordance with the Withholding Certificate issued by the IRS or remitted 572

directly to the IRS if the Seller’s application is rejected or upon terms set forth in the escrow agreement. 573

(iv) In the event the net proceeds due Seller are not sufficient to meet the withholding requirement(s) in this 574

transaction, Seller shall deliver to Buyer, at Closing, the additional Collected funds necessary to satisfy the 575

applicable requirement and thereafter Buyer shall timely remit said funds to the IRS or escrow the funds for 576

disbursement in accordance with the final determination of the IRS, as applicable. 577

(v) Upon remitting funds to the IRS pursuant to this STANDARD, Buyer shall provide Seller copies of IRS Forms 578

8288 and 8288-A, as filed. 579

W. RESERVED 580

X. BUYER WAIVER OF CLAIMS: To the extent permitted by law, Buyer waives any claims against Seller 581

and against any real estate licensee involved in the negotiation of this Contract for any damage or defects 582

pertaining to the physical condition of the Property that may exist at Closing of this Contract and be 583

subsequently discovered by the Buyer or anyone claiming by, through, under or against the Buyer. This 584

provision does not relieve Seller’s obligation to comply with Paragraph 10(j). This Standard X shall survive 585

Closing. 586

ADDENDA AND ADDITIONAL TERMS 587

19. ADDENDA: The following additional terms are included in the attached addenda or riders and incorporated into this 589

Contract (Check if applicable): 590

A. Condominium Rider

B. Homeowners’ Assn.

C. Seller Financing

D. Mortgage Assumption

E. FHA/VA Financing

F. Appraisal Contingency

G. Short Sale

H. Homeowners/Flood Ins.

I. RESERVED

J. Interest-Bearing Acct

K. RESERVED

L. RESERVED

M. Defective Drywall

N. Coastal Construction Control

Line

O. Insulation Disclosure

P. Lead Paint Disclosure (Pre-1978)

Q. Housing for Older Persons

R. Rezoning

S. Lease Purchase/ Lease Option

T. Pre-Closing Occupancy

U. Post-Closing Occupancy

V. Sale of Buyer’s Property

W. Back-up Contract

X. Kick-out Clause

Y. Seller’s Attorney Approval

Z. Buyer’s Attorney Approval

AA. Licensee Property Interest

BB. Binding Arbitration

CC. Miami-Dade County

Special Taxing District

Disclosure

DD. Seasonal/Vacation Rentals

EE. PACE Disclosure

Other:____________________

____________________

Page 12 of 12

20. ADDITIONAL TERMS: ________________________________________________________________________ 591

__________________________________________________________________________________________ 592

__________________________________________________________________________________________ 593

__________________________________________________________________________________________ 594

__________________________________________________________________________________________ 595

__________________________________________________________________________________________ 596

__________________________________________________________________________________________ 597

__________________________________________________________________________________________ 598

__________________________________________________________________________________________ 599

__________________________________________________________________________________________ 600

__________________________________________________________________________________________ 601

__________________________________________________________________________________________ 602

__________________________________________________________________________________________ 603

__________________________________________________________________________________________ 604

__________________________________________________________________________________________ 605

__________________________________________________________________________________________ 606

__________________________________________________________________________________________ 607

__________________________________________________________________________________________ 608

COUNTER-OFFER 609

Seller counters Buyer’s offer. 610

THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK THE 611

ADVICE OF AN ATTORNEY PRIOR TO SIGNING. 612

THIS FORM HAS BEEN APPROVED BY THE FLORIDA REALTORS AND THE FLORIDA BAR. 613

Approval of this form by the Florida Realtors and The Florida Bar does not constitute an opinion that any of the 614

terms and conditions in this Contract should be accepted by the parties in a particular transaction. Terms and 615

conditions should be negotiated based upon the respective interests, objectives and bargaining positions of all 616

interested persons. 617

AN ASTERISK (*) FOLLOWING A LINE NUMBER IN THE MARGIN INDICATES THE LINE CONTAINS A BLANK 618

TO BE COMPLETED. 619

Buyer: Date: 620

Buyer: Date: 621

Seller: Date: 622

Seller: Date: 623

Buyer’s address for purposes of notice Seller’s address for purposes of notice

624

___________________________________________ ____________________________________________ 625

___________________________________________ ____________________________________________ 626

___________________________________________ ____________________________________________ 627

BROKER: Listing and Cooperating Brokers, if any, named below (collectively, “Broker”), are the only Brokers

628

entitled to compensation in connection with this Contract. Instruction to Closing Agent: Seller and Buyer direct 629

Closing Agent to disburse at Closing the full amount of the brokerage fees as specified in separate brokerage 630

agreements with the parties and cooperative agreements between the Brokers, except to the extent Broker has 631

retained such fees from the escrowed funds. This Contract shall not modify any MLS or other offer of compensation 632

made by Seller or Listing Broker to Cooperating Brokers. 633

___________________________________________ __________________________________________

634

Cooperating Sales Associate, if any Listing Sales Associate 635

___________________________________________ __________________________________________ 636

Cooperating Broker, if any Listing Broker 637