The Florida Commercial Contract, assembled by the Florida Association of REALTORS®, is a comprehensive form designed to outline the agreement between a buyer and seller in the transaction of commercial real estate. This document delineates specifics such as the identities of the involved parties, the property in question, the purchase price, and the terms and conditions of the sale. Furthermore, it addresses various aspects of the transaction, including, but not limited to, deposit details, financing, time frames for acceptance and closing, alongside obligations related to the property’s condition and assessments.
In navigating the complexities of commercial real estate transactions in Florida, the Florida Commercial Contract form emerges as a crucial document, outlining the terms agreed upon by buyers and sellers in the sale of commercial properties. This comprehensive form, endorsed by the Florida Association of Realtors®, captures essential details ranging from the identification of the parties involved and a meticulous description of the property, to the agreed purchase price and the specifics of the deposit arrangements. Furthermore, it addresses the timing for acceptance and the effective date of the contract, as well as the closing details, which include the date, location, and conditions surrounding the closing of the transaction. The form meticulously covers financing arrangements, the obligations related to obtaining third-party financing, and the protocol for handling deposits in scenarios where financing is not secured within the stipulated time frame. Additionally, it stipulates the framework for title conveyance, ensuring the seller's legal capacity to transfer a marketable title, free from encumbrances, liens, or easements that could impede the buyer's intended use of the property. It also outlines the buyer's and seller's rights regarding the property's condition, inspections, and due diligence, alongside detailing the responsibilities for operating the property during the contract period. The document does not overlook the procedural aspects of the closing, including the allocation of costs, the required documentation, and the proration of taxes and other expenses. Notably, it incorporates provisions for adhering to federal and state laws, such as those concerning the Foreign Investment in Real Property Tax Act (FIRPTA), and addresses the role and liabilities of the escrow agent. This vital form serves not just as a contract but as a roadmap for navigating the intricacies of commercial property transactions in Florida, providing a structured and legally sound framework that protects the interests of both buyers and sellers.
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:
$ ________________________
11*
(a) Deposit held in escrow by___________________________________________________
12
(“Escrow Agent”) (checks are subject to actual and final collection)
13*
Escrow Agent’s address: _________________________________ Phone: ______________
14*
(b) Additional deposit to be made to Escrow Agent within _____ days after Effective Date
15*
(c) Additional deposit to be made to Escrow Agent within _____ days after Effective Date
16*
(d) Total financing (see Paragraph 5)
17*
(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:
30*
31
32
33
34*
35
(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:
38*
39*
40*
41*
42*
43
44*
45
46
47
48
49*
50
51
52
53
54
55
56
57
58
59*
60*
61
62*
63*
64*
65
66*
67
68*
69*
70*
71
72
73*
74
75
76
77
78
79
80
81*
82
83
84
85
86
87
88*
89*
90*
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.
92
93
94*
95
96*
97*
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))
103*
104*
105
106
107
108
109
110
111
112
113
114
115
116
117
118
119
120
121
122
123
124
125
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.
181
182
183*
184
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.
229*
230*
231
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:
241*
(a) Seller’s Broker: ____________________________________________________________________________________________,
242
(Company Name)
(Licensee)
243*
______________________________________________________________________________________________________________,
244
(Address, Telephone, Fax, E-mail)
245*
who o is a single agent o is a transaction broker o has no brokerage relationship and who will be compensated by o Seller
246*
o Buyer o both parties pursuant to o a listing agreement o other (specify) _____________________________________________
247*
______________________________________________________________________________________________________________
248*
(b) Buyer’s Broker: ___________________________________________________________________________________________,
249
250*
251
252*
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
253*
Broker o Seller o Buyer o both parties pursuant to o an MLS offer of compensation o other (specify)
254*
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):
264*
o Arbitration
o Seller Warranty
o Existing Mortgage
265*
o Section 1031 Exchange
o Coastal Construction Control Line
o Buyer’s Attorney Approval
266*
o Property Inspection and Repair
o Flood Area Hazard Zone
o Seller’s Attorney Approval
267*
o Seller Representations
o Seller Financing
o Other ___________________________
26822. ADDITIONAL TERMS:
269*
270*
271*
272*
273*
274*
275*
276*
277*
278*
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.
294*
_________________________________________________________
Date: ______________________________________________
295
(Signature of Buyer)
296*
Tax ID No.: _________________________________________
297
(Typed or Printed Name of Buyer)
298*
Title: ____________________________________________________
Telephone: _________________________________________
299*
300
301*
302
303*
304*
Buyer’s Address for purpose of notice: _____________________________________________________________________________
305*
Facsimile: ________________________________________________
E-mail:_____________________________________________
306*
307(Signature of Seller)
308*
309
(Typed or Printed Name of Seller)
310*
311*
312
(Signature of Seller)
313*
314
315*
316*
Seller’s Address for purpose of notice: ______________________________________________________________________________
317*
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 is a crucial step in the process of buying or selling commercial property in the state. This document outlines the terms and conditions agreed upon by both parties, detailing everything from the purchase price to the closing details. Below, find a list of the steps necessary to accurately complete the form. Ensuring each section is filled out completely and correctly will help facilitate a smoother transaction and avoid any unnecessary delays or disputes.
After completing all these steps, both the buyer and seller should review the form in its entirety to confirm that all information is accurate and reflects their agreement. It's advisable for both parties to consult with legal counsel to ensure that their rights and interests are adequately protected. Signing the form finalizes these terms and formally binds the parties to the contract.
What is the Florida Commercial Contract Form?
The Florida Commercial Contract Form is a document provided by the Florida Association of REALTORS® designed for the buying and selling of commercial properties in Florida. It sets forth the terms and conditions between a buyer and seller regarding the sale and purchase of a specified commercial property.
Who are the parties involved in a Florida Commercial Contract?
In a Florida Commercial Contract, the parties involved are the "Buyer," who agrees to purchase the specified commercial property, and the "Seller," who agrees to sell the property to the buyer on terms and conditions outlined within the contract.
What details about the property are included in the contract?
The contract includes detailed information about the commercial property, such as the street address, legal description, and specifics regarding any personal property that is included in the sale. This ensures both parties have a clear understanding of what is being bought and sold.
How is the purchase price and payment handled in the contract?
The purchase price is clearly outlined in the contract along with specifics on any deposit held in escrow, the escrow agent's information, details of any additional deposits, financing arrangements, and the balance due at closing, including how it is to be paid.
What is meant by "Time for Acceptance" and "Effective Date" in the contract?
"Time for Acceptance" refers to the period within which the offer must be signed and accepted by both the seller and buyer. The "Effective Date" is the date on which the last party to sign or initial the contract does so, triggering the start of various contractual timelines.
Can the buyer secure third-party financing according to the contract, and what happens if financing is not obtained?
Yes, the contract allows the buyer to apply for third-party financing. The details surrounding the financing, such as amount, interest rate, and terms, must be agreed upon within a specified period. If financing is not secured, the buyer can either waive the financing contingency or cancel the contract under certain conditions. If the contract is canceled due to inability to secure financing, the buyer's deposit(s) may be returned.
How is the title to the property handled in the contract?
The seller agrees to convey marketable title to the buyer free of significant liens or encumbrances through a specified type of deed. The contract details how the title evidence is to be provided, who is responsible for the title search and insurance, and what happens if title defects are discovered.
What are the seller's obligations regarding the property’s condition?
The seller is required to deliver the property in its present "as is" condition, barring ordinary wear and tear, and maintain it until closing. The contract specifies how the property's condition is assessed, including any due diligence inspections the buyer chooses to conduct.
What closing costs and procedures are specified in the contract?
The contract outlines the responsibilities of both the buyer and seller regarding closing costs, what documents need to be provided at closing, and how taxes, assessments, and other fees will be handled and prorated between the parties.
What happens if there is a default or dispute arising from the contract?
Specific provisions are outlined for dealing with defaults by either party, including the return of the deposit(s) to the buyer or the retention of deposit(s) by the seller as liquidated damages. The contract also includes clauses regarding attorney’s fees and costs in the case of a dispute arising from the contract.
When completing the Florida Commercial Contract form, individuals often make a series of mistakes that can affect the transaction. One common mistake is not providing a complete legal description of the property. The form requires both the street address and the legal description, which includes lot, block, subdivision, and registered land survey numbers. Skimming over these details or providing incomplete information can lead to confusion or disputes about what property is actually being sold.
Another oversight is incorrect or incomplete information about the deposit. The form explicitly asks for the deposit amount to be held in escrow and details about the escrow agent, including their address and phone number. Failing to clearly outline these details can result in misunderstandings, delays in the transaction process, or issues with the holding and release of the deposit.
Failure to accurately detail the purchase price and the method of financing is yet another common error. This section of the contract not only details the total purchase price but also outlines the allocations for the initial and additional deposits and the balance to be financed or paid at closing. Confusion or inaccuracies in this section could lead to financial disputes or could even invalidate the contract if the errors are significant.
Not specifying the closing date and location is an easily avoidable mistake that is frequently made. The form requires that a specific date and county for closing be indicated. If this is left blank, it defaults to the county where the property is located, which might not be preferable to both parties. It is essential to discuss and agree upon these details to avoid last-minute complications.
A lack of clarity regarding title conveyance and evidence of title can also create substantial issues. The form allows for specifying how the seller will convey the title and what evidence of the title will be provided to the buyer. Missing or unclear information in this section can lead to disputes about the seller’s ability to transfer clear title to the buyer, potentially derailing the sale.
Ignoring the sections on property condition and the "as is" clause is a mistake buyers in particular should avoid. These sections offer options for the buyer to accept the property in its current state or specify a due diligence period for property inspections. Overlooking these options can force a buyer into accepting property conditions they might not otherwise agree to, without room for renegotiation.
Underestimating the importance of the operation of property during the contract period can also be problematic. This section outlines how the property is to be managed until the closing date. Failing to address this can result in unexpected operational changes that could affect the value or desirability of the property.
Finally, inaccuracies in the section on closing procedure, costs, and documents required can lead to disputes and delays at closing. Each party’s responsibilities regarding costs, possession, and occupancy, as well as specific documents to be provided, must be clearly outlined and agreed upon to ensure a smooth closing process.
By paying close attention to these details and avoiding these common mistakes, parties can help ensure that their commercial property transaction proceeds as smoothly and efficiently as possible.
When executing a commercial real estate transaction in Florida, several additional forms and documents commonly accompany the Florida Commercial Contract form to ensure a comprehensive and legally sound process. Each document plays a crucial role in addressing various aspects of the transaction, from due diligence to financial details. Understanding the purpose and necessity of each can significantly enhance the smooth execution of a commercial property sale or purchase.
Navigating a commercial real estate transaction involves dealing with a multitude of documents that safeguard the interests of all parties involved. From establishing legal ownership and ensuring the property meets environmental standards to securing financing and verifying tenant agreements, each document plays an essential role. Familiarity with these forms and documents can greatly facilitate the due diligence process, ultimately leading to a successful transaction.
The Florida Commercial Contract form shares similarities with the Residential Purchase and Sale Agreement, both encompassing the foundational elements of a real estate transaction – identification of the parties, property details, purchase price, and terms of sale. The Residential Purchase and Sale Agreement specifies the obligations and rights of the buyer and seller in a residential property transaction. It includes property description, agreed purchase price, deposit information, financing terms, and conditions related to the inspection and closing date, mirroring the structure and intent of the commercial contract to ensure clear and enforceable terms for transferring property ownership.
Another document akin to the Florida Commercial Contract form is the Lease Agreement, particularly in aspects related to property description and use. While the Lease Agreement focuses on the rights and obligations of landlords and tenants over a specified period, it parallels the commercial contract in detailing the property specifics and intended use, albeit with the aim of granting possessory rights rather than transferring ownership. The emphasis on property specifics ensures that both parties have a clear understanding of the premises involved and the conditions under which they are being leased or purchased.
The Escrow Agreement also shares similarities with the Florida Commercial Contract form, especially in the handling of deposits and the escrow process. The Escrow Agreement outlines the terms under which third-party escrow agents hold and distribute funds or property as part of a transaction, ensuring that conditions are met before the transfer is complete. Both documents rely on escrow arrangements to safeguard the interests of the buying and selling parties, providing a level of security and facilitating a smoother transition of property ownership or occupancy rights.
Comparable to the Florida Commercial Contract is the Land Sale Contract, which specifically deals with the sale of vacant land. This agreement contains stipulations on purchase conditions, payment terms, and descriptions of the property, much like the commercial contract. Both documents establish a framework for transitioning ownership, detailing the property involved and the financial agreements set forth, although the Land Sale Contract is exclusively used for transactions involving undeveloped land.
The Financing Agreement is another document with aspects resembling those in the Florida Commercial Contract, primarily in the provisions for third-party financing. This agreement typically outlines the terms under which financing will be provided, including interest rates, payment schedules, and the obligations of the borrowing party. Similar sections in the commercial contract address the buyer’s financing arrangements, ensuring that both parties are aware of the financial mechanisms enabling the purchase.
Lastly, the Title Insurance Commitment shares commonalities with the Florida Commercial Contract through its focus on ensuring clear property titles. This document provides an agreement from a title company to issue insurance against title defects, paralleling the commercial contract’s clauses that address title conveyance and the seller’s responsibility to provide marketable title at closing. Both documents serve to protect the interests of the buyer by identifying and mitigating risks associated with property ownership records and encumbrances.
When filling out the Florida Commercial Contract form, certain practices should be followed for accuracy and compliance. Below are five things you should and shouldn't do:
There are several misconceptions about the Florida Commercial Contract form, which can lead to confusion or misunderstandings during the transaction process. Below are nine common misconceptions clarified to provide better understanding.
Understanding these key elements of the Florida Commercial Contract can help parties navigate the transaction more smoothly, ensuring all rights and obligations are clearly recognized.
When filling out and working with the Florida Commercial Contract form, there are several critical aspects to keep in mind to ensure a smooth transaction and protect all parties involved. Here's a breakdown of six key takeaways:
Given these key points, parties involved in completing the Florida Commercial Contract form should pay close attention to detail, fully understand their rights and obligations under the contract, and consider consulting with professionals for areas such as legal advice, financing, and inspections. Being well-informed and prepared can help prevent disputes and ensure a successful transaction.
Offer and Acceptance Form Wa Pdf - Prospective tenants must provide personal and financial background information to assess their suitability.
Dch-0838 - Facilitates a better understanding of the divorce proceedings for all parties involved and the state.
Yes/no/maybe List - Helps identify and articulate sexual limits, ensuring all parties feel respected and heard in their intimate interactions.