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15 views12 pagesProposed Contract
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© © All Rights Reserved
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/ 12
“AS IS" Residential Contract
For Sale And Purchase
‘THIS FORM HAS BEEN APPROVED BY
‘THE FLORIDAREALTORS AND THE FLORIDA BAR
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PARTIES: DENNIS MUYSENBERG. (Seller),
and _DAVID DENKHAUS, Jr. (Buyer),
agree that Seller shall sell and Buyer shall buy the folowing described Real Property and Personal Property
(collectively "Property") pursuant to the terms and conditions of this AS IS Residential Contract For Sale And Purchase
and any riders and addenda ("Contract")
1. PROPERTY DESCRIPTION:
(a) Street address, city, zip: 210 Beach View Drive, Lake Placid, FL. 33852 ——__
(b) Located in: Highiands County, Florida. Property Tax ID #.-06-37-0-191-0000-3100_____
(©) Real Property: The legal description 6.—_Lat 0, The Tanasas at Lake Pasi accoring othe man ocala
4
‘together with all existing improvements and fixtures, including builtin appliances, builtin furnishings and
attached wall-to-wall carpeting and flooring ("Real Property") unless specifically excluded in Paragraph 1(e) or
by other terms of this Contract.
(@) Personal Property: Unless excluded in Paragraph 1(e) or by other terms of this Contract, the following items
which are owned by Seller and existing on the Property as of the date of the initial offer are included in the
purchase: range(s)/oven(s), refrigerator(s), dishwasher(s), disposal, ceiling fans), light fixtures), drapery rods
and draperies, blinds, window treatments, smoke detector(s), garage door opener(s), thermostat(s), doorbell(s),
television wall mount(s) and television mounting hardware, security gate and other access devices, mailbox
keys, and storm shutters/storm protection items and hardware (“Personal Property’)
(Other Personal Property items included in this purchase are:
Personal Property s included in the Purchase Price, has no contributory value, and shall be left for the Buyer.
(e) The following items are excluded from the purchase:
PURCHASE PRICE AND CLOSING
2. PURCHASE PRICE (U.S. currency)
{a) Initial deposit to be held in escrow in the amount of (checks subject to Collection) ..
The initial deposit made payable and delivered to "Escrow Agent” named below
(CHECK ONE): ()}4 accompanies offer or (i) 1 is to be made wit (ifleft blank,
then 3) days after Effective Date. IF NEITHER BOX IS CHECKED, THEN OPTION (ji)
‘SHALL BE DEEMED SELECTED.
Escrow Agent Name: _ SHEEHAN & CELAYA, PA
Adress: 300 Dal Hall, Lake Pace FL 33852 Phone: PESS5TE5t
Email com 533-465-5251
(b) Additional Jepoait be delivered to Escrow Agent within (flleft blank, then 10)
days after Effective Date — =
(All deposits paid or agreed to be paid, are collectively referred to as the "Deposit")
(c) Financing: Express as a dollar amount or percentage (‘Loan Amount’) see Paragraph 8.
(d) Other:
(e) Balance to close (not including Buyer's closing costs, prepaids and prorations) by wire
transfer or other Collected funds (See STANDARD S).
3. TIME FOR ACCEPTANCE OF OFFER AND COUNTER-OFFERS; EFFECTIVE DATE:
(a) if not signed by Buyer and Seller, and an executed copy delivered to all parties on or before
its written revocaton ____, this offer shall be deemed withdrawn and the Deposit, if any, shall be retumed to
Buyer. Unless otherwise stated, time for acceptance of any counter-offers shall be within 2 days after the day
the counter-offer is delivered.
(b) The effective date of this Contract shall be the date when the last one of the Buyer and Seller has signed or
initialed and delivered this offer or final counter-offer ("Effective Date”).
4, CLOSING; CLOSING DATE: The closing of this transaction shall occur when all funds required for closing are
received by Closing Agent and Collected pursuant to STANDARD S and all closing documents required to be
furnished by each party pursuant to this Contract are delivered ("Closing"). Unless modified by other provisions of
$.
90,000.00.
Buyer’ Initials Page 4 of 12 ‘Salers tne
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this Contract, the Closing shall occur on or before 30 days from effective date ("Closing Date"), at the time
established by the Closing Agent.
5. EXTENSION OF CLOSING DATE:
(@) Inthe event Closing funds from Buyers lender(s) are not available on Closing Date due to Consumer Financial
Protection Bureau Closing Disclosure delivery requirements ("CFPB Requirements”), if Paragraph 8(b) is
‘checked, Loan Approval has been obtained, and lender's underwriting is complete, then Closing Date shall be
‘extended for such period necessary to satisfy CFPB Requirements, provided such period shall not exceed 7
days.
() If'an event constituting "Force Majeure” causes services essential for Closing to be unavailable, including the
unavailability of utilities or issuance of hazard, wind, flood or homeowners’ insurance, Closing Date shall be
‘extended as provided in STANDARD G.
6. OCCUPANCY AND POSSESSION:
(a) Unless Paragraph 6(b) is checked, Seller shall, at Closing, deliver occupancy and possession of the Property
to Buyer free of tenants, occupants and future tenancies. Also, at Closing, Seller shall have removed all
personal items and trash from the Property and shall deliver all keys, garage door openers, access devices and
codes, as applicable, to Buyer. If occupancy is to be delivered before Closing, Buyer assumes all risks of loss
to the Property from date of occupancy, shall be responsible and liable for maintenance from that date, and
shall have accepted the Property in its existing condition as of time of taking occupancy, see Rider T PRE-
CLOSING OCCUPANCY BY BUYER.
(b) & CHECK IF PROPERTY IS SUBJECT TO LEASE(S) OR OCCUPANCY AFTER CLOSING. If Property is
subject to a lease(s) or any occupancy agreements (including seasonal and short-term vacation rentals) after
Closing or is intended to be rented or occupied by third parties beyond Closing, the facts and terms thereof
shall be disclosed in writing by Seller to Buyer and copies of the written lease(s) shall be delivered to Buyer, all
within 5 days after Effective Date. If Buyer determines, in Buyer's sole discretion, that the lease(s) or terms of
‘occupancy are not acceptable to Buyer, Buyer may terminate this Contract by delivery of written notice of such
‘lection to Seller within 5 days after receipt of the above items from Seller, and Buyer shall be refunded the
Deposit thereby releasing Buyer and Seller from all further obligations under this Contract. Estoppel Letter(s)
and Seller's affidavit shall be provided pursuant to STANDARD D, except that tenant Estoppel Letters shall not
be required on seasonal or short-term vacation rentals. If Property is intended to be occupied by Seller after
Closing, see Rider U POST-CLOSING OCCUPANCY BY SELLER.
7. ASSIGNABILITY: (CHECK ONE): Buyer] may assign and thereby be released from any further liability under
this Contract; may assign but not be released from liability under this Contract; or! may not assign this Contract.
IF NO BOX IS CHECKED, THEN BUYER MAY NOT ASSIGN THIS CONTRACT.
FINANCING
8. FINANCI
3 (a) This is a cash transaction with no financing contingency.
TF () This Contract is contingent upon, within (if left blank, then 30) days after Effective Date (‘Loan
Approval Period"): (1) Buyer obtaining approval of a UT conventional C) FHA) VA or) other
(describe) mortgage loan for purchase of the Property for a (CHECK ONE): 1] fixed, adjustable, UT fixed or
adjustable rate in the Loan Amount (See Paragraph 2{c)), at an intial interest rate not to exceed % (iflett
blank, then prevaiing rate based upon Buyers creditworthiness), and for a term of (if le Blank, then 30)
years ("Financing"); and (2) Buyer's morigage broker or lender having received an appraisal or altematve valuation
Of the Property satisfactory to lender, if either is required by lender, which is suficient to meet the terms required
for lender to provide Financing for Buyer and proceed to Closing ("Appraisal
(i) Buyer shall make application for Financing withi (left blank, then 5) days after Effective Date
and use good faith and diligent effort to obtain approval of oan meeting the Financing and Appraisal terms of
Paragraph 8(b)(1) and (2), above, (‘Loan Approval) within the Loan Approval Period and, thereafter, to close this
Contract. Loan Approval which requires Buyer to sell other real property shall not be considered Loan Approval
unless Rider V is attached,
Buyer's failure to use good faith and diligent effort to obtain Loan Approval during the Loan Approval Period shall
be considered a default under the terms of this Contract. For purposes of this provision, "dlligent effort" includes,
but is not limited to, timely furnishing all documents and information required by Buyer's mortgage broker and lender
and paying for Appraisal and other fees and charges in connection with Buyer's application for Financing.
(ii) Buyer shall, upon written request, keep Seller and Broker fully informed about the status of Buyer's
‘mortgage loan application, loan processing, appraisal, and Loan Approval, including any Property related conditions
of Loan Approval. Buyer authorizes Buyer's mortgage broker, lender, and Closing Agent to disclose such status
Buyer's Initials Page 204 12 ‘Selo’ Initials
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and progress and release preliminary and finaly executed closing disclosures and settlement statements, as
appropriate and allowed, to Seller and Broker.
(ii If within the Loan Approval Period, Buyer obtains Loan Approval, Buyer shall notify Seller of same in writing
prior to expiration of the Loan Approval Periods or, if Buyer is unable to obtain Loan Approval within Loan Approval
Period but Buyer is satisfied with Buyer's abilty to obtain Loan Approval and proceed to Closing, Buyer shall deliver
writen notice to Seller confirming same, prior to the expiration of the Loan Approval Period.
(iv) If Buyer is unable to obtain Loan Approval within the Loan Approval Period, or cannot timely meet the
terms of Loan Approval, all after the exercise of good faith and diligent effort, Buyer may terminate this Contract by
delivering written notice of termination to Seller prior to expiration ofthe Loan Approval Period; whereupon, provided
Buyer is not in default under the terms of this Contract, Buyer shall be refunded the Deposit thereby releasing Buyer
and Seller from all further obligations under this Contract.
(v) If Buyer fails to timely deliver any written notice provided for in Paragraph 8(b){i) or (iv), above, to Seller
prior to expiration of the Loan Approval Period, then Buyer shall proceed forward with this Contract as though
Paragraph 8(a), above, had been checked as of the Erfective Date; provided, however, Seller may elect to terminate
this Contract by delivering written notice of termination to Buyer within 3 days after expiration of the Loan Approval
Period and, provided Buyer is not in default under the terms of this Contract, Buyer shall be refunded the Deposit
thereby releasing Buyer and Seller from all further obligations under this Contract.
(vi) If Buyer has timely provided either written notice provided for in Paragraph Sb(il), above, and Buyer
thereafter fails to close this Contract, the Deposit shall be paid to Seller unless failure to close is due to: (1) Seller's
default or inability to satisfy other contingencies of this Contract: or (2) Property related conditions of the Loan
‘Approval (specifically excluding the Appraisal valuation) have not been met unless such conditions are waived by
other provisions of this Contract; in which event(s) the Buyer shall be refunded the Deposit, thereby releasing Buyer
and Seller from all further obligations under this Contract.
1 (c) Assumption of existing mortgage (see Rider D for terms).
1 @) Purchase money note and mortgage to Seller (see Rider C for terms).
CLOSING COSTS, FEES AND CHARGES
9, CLOSING COSTS; TITLE INSURANCE; SURVEY; HOME WARRANTY; SPECIAL ASSESSMENTS:
(a) COSTS TO BE PAID BY SELLER:
+ Documentary stamp taxes and surtax on deed, if any + HOA/Condominium Association estoppel fees
+ Owner's Policy and Charges (if Paragraph 9(c)(i)is checked) + Recording and other fees needed to cure ttle
checked) + Seller's attorneys’ fees
or (il)is checked) + Other:. SEE SECTION 20
+ Charges for FIRPTA withholding and reporting
Hf, prior to Closing, Seller is unable to meet the AS IS Maintenance Requirement as required by Paragraph 11,
a'sum equal to 125% of estimated costs to meet the AS IS Maintenance Requirement shall be escrowed at
Closing. If actual costs to meet the AS IS Maintenance Requirement exceed escrowed amount, Seller shall pay
‘such actual costs. Any unused portion of escrowed amount(s) shall be retumed to Seller.
(b) COSTS TO BE PAID BY BUYER:
+ Taxes and recording fees on notes and mortgages + Loan expenses
+ Recording fees for deed and financing statements + Appraisal fees
+ Owner's Policy and Charges (if Paragraph 9(0)(i) is checked) + Buyer's Inspections
+ Survey (and elevation certification, if required) Buyer's attomeys' fees
+ Lenders ttle policy and endorsements + All property related insurance
+ HOA/Condominium Association application/transfer fees + Owner's Policy Premium (if Paragraph
+ Municipal lien search (if Paragraph 9(0)(i) is checked)
+ Other._SEE SECTION 20
(0) TITLE EVIDENCE AND INSURANCE: Atleast 5 left blank, then 15, or if Paragraph &{a) is checked,
then 5) days prior to Closing Date ("Title Evidence Deadline’), a ttl insurance commitment issued by a Florida
licensed title insurer, with legible copies of instruments listed as exceptions attached thereto ("Title
Commitment’) and, after Closing, an owner's policy of tile insurance (see STANDARD A for terms) shall be
obtained and delivered to Buyer. If Seller has an overs policy of ttle insurance covering the Real Property,
Seller shall furnish a copy to Buyer and Closing Agent within 5 days after Effective Date. The owner's title policy
premium, title search and closing services (collectively, "Owner's Policy and Charges") shall be paid, as set
{orth below. The title insurance premium charges for the owner's policy and any lender's policy will be calculated
and allocated in accordance with Florida law, but may be reported differently on certain federally mandated
‘losing disclosures and other closing documents. For purposes of this Contract ‘municipal lien search" means a
‘Buyer's Intl Poge 3.0f 12 Solos Inia
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10. DISCLOSURE:
search of records necessary for the owner's policy of tite insurance to be issued without exception for unrecorded
liens imposed pursuant to Chapters 153, 159 or 170, F.S., in favor of any governmental body, authority or agency.
(CHECK ONE):
()) Seller shall designate Closing Agent and pay for Owner’s Policy and Charges, and Buyer shall pay the
premium for Buyer's lender's policy and charges for closing services related to the lender's policy,
endorsements and loan closing, which amounts shall be paid by Buyer to Closing Agent or such other
provider(s) as Buyer may select: or
Buyer shall designate Closing Agent and pay for Owner's Policy and Charges and charges for closing
services related to Buyer's lender's policy, endorsements and loan closing: or
) [MAMI-DADE/BROWARD REGIONAL PROVISION]: Buyer shall designate Closing Agent. Seller shall
furnish a copy of a prior owner's policy of title insurance or other evidence of title and pay fees for: (A) a
continuation or update of such title evidence, which is acceptable to Buyer's title insurance underwriter for
reissue of coverage; (B) tax search; and (C) municipal lien search. Buyer shall obtain and pay for post-Closing
‘continuation and premium for Buyer's owner's policy, and if applicable, Buyer's lender's policy. Seller shall not
be obligated to pay more than $ (if left blank, then $200.00) for abstract continuation or title
search ordered or performed by Closing Agent.
(d) SURVEY: At least 5 days prior to Closing Date, Buyer may, at Buyer's expense, have the Real Property
surveyed and certified by a registered Florida surveyor ("Survey"). If Seller has a survey covering the Real
Property, a copy shal be furshed to Buyer and Closing Agent within 5 days after Effective Date
(e) HOME WARRANTY: At Closing, C) Buyer 41 Seller Bf NVA shall pay for a home warranty plan issued by
at a cost not to exceed S ‘Ahome
warranty plan provides for repair or replacement of many of a home's mechanical systems and major built-in
appliances in the event of breakdown due to normal wear and tear during the agreement's warranty period.
() SPECIAL ASSESSMENTS: At Closing, Seller shall pay: (i) the full amount of liens imposed by a public body
(public body" does not include a Condominium or Homeowner's Association) that are certified, confirmed and
ratified before Closing; and (i) the amount of the public body's most recent estimate or assessment for an
improvement which is substantially complete 2s of Effective Date, but that has not resulted in a lien being
imposed on the Property before Closing. Buyer shall pay all other assessments. If special assessments may
be paid in installments (CHECK ONE):
1 (@) Seller shall pay installments due prior to Closing and Buyer shall pay installments due after Closing.
Installments prepaid or due for the year of Closing shall be prorated.
(©) Seller shail pay, in ful, prior to or at the time of Closing, any assessment(s) allowed by the public body
to be prepaid. For any assessment(s) which the public body does not allow prepayment, OPTION (a) shall be
deemed selected for such assessment(s)..
IF NEITHER BOX IS CHECKED, THEN OPTION (a) SHALL BE DEEMED SELECTED.
This Paragraph 9(f) shall not apply to special benefit tax lien imposed by a community development district
(CDD) pursuant to Chapter 190, F.S., or special assessment(s) imposed by a special district pursuant to
‘Chapter 189, F.S., which lien(s) or assessments) shall be prorated pursuant to STANDARD K.
DISCLOSURES
(@) RADON GAS: Radon is a naturally occurring radioactive gas that, when it is accumulated in a building in
sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that
exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding
radon and radon testing may be obtained from your county health department.
(0) PERMITS DISCLOSURE: Except as may have been disclosed by Seller to Buyer in a written disclosure, Seller
does not know of any improvements made to the Property which were made without required permits or made
pursuant to permits which have not been property closed or othenwise disposed of pursuant to Section 553.79,
E.S. If Seller identifies permits which have not been closed or improvements which were not permitted, then
Seller shall promptly deliver to Buyer all plans, written documentation or other information in Seller's possession,
knowledge, or control relating to improvements to the Property which are the subject of such open permits or
tunpermitted improvements.
(c) MOLD: Mold is naturally occurring and may cause health risks or damage to property. If Buyer is concemed or
desires additional information regarding mold, Buyer should contact an appropriate professional
(@) FLOOD ZONE; ELEVATION CERTIFICATION: Buyer is advised to verify by elevation certificate which flood
zone the Property is in, whether flood insurance is required by Buyer's lender, and what restrictions apply to
improving the Property and rebuilding in the event of casualty. If Property is in’a “Special Flood Hazard Area”
Buyers inate Page 4 of 12 ‘Soler’ tntas
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or “Coastal Barrier Resources Act" designated area or otherwise protected area identified by the U.S. Fish and
Wildlife Service under the Coastal Barrier Resources Act and the lowest floor elevation for the building(s) and/or
flood insurance rating purposes is below minimum flood elevation or is ineligible for flood insurance coverage
through the National Flood Insurance Program or private flood insurance as defined in 42 U.S.C. §4012a, Buyer
may terminate this Contract by delivering written notice to Seller wit (ifleft blank, then 20) days after
Effective Date, and Buyer shall be refunded the Deposit thereby releasing Buyer and Seller from all further
obligations under this Contract, falling which Buyer accepts existing elevation of buildings and flood zone
designation of Property.
(e) ENERGY BROCHURE: Buyer acknowledges receipt of Florida Energy-Eficiency Rating Information Brochure
required by Section 553.996, F.S.
() LEAD-BASED PAINT: If Property includes pre-1978 residential housing, a lead-based paint disclosure is
mandatory.
(g) HOMEOWNERS" ASSOCIATION/COMMUNITY DISCLOSURE: BUYER SHOULD NOT EXECUTE THIS
CONTRACT UNTIL BUYER HAS RECEIVED AND READ THE HOMEOWNERS’
ASSOCIATION/COMMUNITY DISCLOSURE, IF APPLICABLE.
(h) PROPERTY TAX DISCLOSURE SUMMARY: BUYER SHOULD NOT RELY ON THE SELLER'S CURRENT
PROPERTY TAXES AS THE AMOUNT OF PROPERTY TAXES THAT THE BUYER MAY BE OBLIGATED TO
PAY IN THE YEAR SUBSEQUENT TO PURCHASE. A CHANGE OF OWNERSHIP OR PROPERTY
IMPROVEMENTS TRIGGERS REASSESSMENTS OF THE PROPERTY THAT COULD RESULT IN HIGHER
PROPERTY TAXES. IF YOU HAVE ANY QUESTIONS CONCERNING VALUATION, CONTACT THE
COUNTY PROPERTY APPRAISER'S OFFICE FOR INFORMATION.
() FOREIGN INVESTMENT IN REAL PROPERTY TAX ACT ("FIRPTA"): Seller shall inform Buyer in writing if
Seller is a “foreign person’ as defined by the Foreign Investment in Real Property Tax Act (‘FIRPTA"). Buyer
and Seller shall comply with FIRPTA, which may require Seller to provide additional cash at Closing. If Seller
's not a “foreign person’, Seller can provide Buyer, at or prior to Closing, a certification of non-foreign status,
under penalties of perjury, to inform Buyer and Closing Agent that no withholding is required. See STANDARD
V for further information pertaining to FIRPTA. Buyer and Soller are advised to seek legal counsel and tax
advice regarding their respective rights, obligations, reporting and withholding requirements pursuant to
FIRPTA.
()_ SELLER DISCLOSURE: Seller knows of no facts materially affecting the value of the Real Property which are
‘hot readily observable and which have not been disclosed to Buyer. Except as provided for in the preceding
sentence, Seller extends and intends no warranty and makes no representation of any type, either express or
implied, as to the physical condition or history of the Property. Except as otherwise disclosed in writing Seller
has received no written or verbal notice from any governmental entity or agency as to a currently uncorrected
building, environmental or safety code violation.
PROPERTY MAINTENANCE, CONDITION, INSPECTIONS AND EXAMINATIONS
PROPERTY MAINTENANCE: Except for ordinary wear and tear and Casualty Loss, Seller shall maintain the
Property, including, but not limited to, lawn, shrubbery, and pool, in the condition existing as of Effective Date (‘AS
1S Maintenance Requirement’). See Paragraph 9(a) for escrow procedures, if applicable.
12, PROPERTY INSPECTION; RIGHT TO CANCEL:
Buyer's Initals
FlondaRaltors/FlondaBia
() PROPERTY INSPECTIONS AND RIGHT TO CANCEL: Buyer shall have 5___(if left blank, then 15)
days after Effective Date (“Inspection Period") within which to have such inspections of the Property
performed as Buyer shall desire during the Inspection Period. if Buyer determines, in Buyer's sole
discretion, that the Property is not acceptable to Buyer, Buyer may terminate this Contract by delivering
written notice of such election to Seller prior to expiration of Inspection Period. If Buyer timoly
terminates this Contract, the Deposit paid shall be returned to Buyer, thereupon, Buyer and Seller shall
be released of all further obligations under this Contract; however, Buyer shall be responsible for
prompt payment for such inspections, for repair of damage to, and restoration of, the Property resulting
from such Inspections, and shall provide Seller with psid receipts for all work dione on the Property (the
preceding provision shall survive termination of this Contract). Unless Buyer exercises the right to
terminate granted herein, Buyer accepts the physical condition of the Property and any violation of
governmental, building, environmental, and safety codes, restrictions, or requirements, but subject to
Seller's continuing AS 1S Maintenance Requirement, and Buyer shall be responsible for any and all
repairs and improvements required by Buyer's lender.
Page Sof 12 Seller's Initial
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BESSERRERE SEES
(b) WALK-THROUGH INSPECTION/RE-INSPECTION: On the day prior to Closing Date, or on Closing Date prior
to time of Closing, as specified by Buyer, Buyer or Buyer's representative may perform a walk-through (and
follow-up walk-through, if necessary) inspection of the Property solely to confirm that all items of Personal
Property are on the Property and to verify that Seller has maintained the Property as required by the AS IS
Maintenance Requirement and has met all other contractual obligations.
(©) SELLER ASSISTANCE AND COOPERATION IN CLOSE-OUT OF BUILDING PERMITS: If Buyer's inspection
of the Property identifies open or needed building permits, then Seller shall promptly deliver to Buyer all plans,
written documentation or other information in Seller's possession, knowledge, or control relating to
improvements to the Property which are the subject of such open or needed permits, and shall promptly
‘cooperate in good faith with Buyer's efforts to obtain estimates of repairs or other work necessary to resolve
‘such permit issues. Seller's obligation to cooperate shall include Seller's execution of necessary authorizations,
‘consents, of other documents necessary for Buyer to conduct inspections and have estimates of such repairs
‘or work prepared, but in fufiling such obligation, Seller shall not be required to expend, or become obligated to
expend, any money.
(d) ASSIGNMENT OF REPAIR AND TREATMENT CONTRACTS AND WARRANTIES: At Buyer's option and
cost, Seller wil, at Closing, assign all assignable repair, trealment and maintenance contracts and warranties
to Buyer.
ESCROW AGENT AND BROKER
13, ESCROW AGENT: Any Closing Agent or Escrow Agent (collectively "Agent") receiving the Deposit, other funds
‘and other items is authorized, and agrees by acceptance of them, to deposit them promplly, hold same in escrow
within the State of Florida and, subject to Collection, disburse them in accordance with terms and conditions of this
Contract. Failure of funds to become Collected shall not excuse Buyer's performance. When conflicting demands
for the Deposit are received, or Agent has a good faith doubt as to entitlement to the Deposit, Agent may take such
‘actions permitted by this Paragraph 13, as Agent deems advisable. If in doubt as to Agent's duties or liabilities
Under this Contract, Agent may, at Agent's option, continue to hold the subject matter of the escrow unti the parties
agree to its disbursement or until a final judgment of a court of competent jurisdiction shall determine the rights of
the parties, or Agent may deposit same with the clerk of the circuit court having jurisdiction of the dispute. An
attorney who represents a party and also acts as Agent may represent such party in such action. Upon notifying all
parties concemed of such action, all liability on the part of Agent shall fully terminate, except to the extent of
‘accounting for any items previously delivered out of escrow. Ifa licensed real estate broker, Agent will comply with
provisions of Chapter 475, F.S., as amended and FREC rules to timely resolve escrow disputes through mediation,
arbitration, interpleader or an escrow disbursement order.
In any proceeding between Buyer and Seller wherein Agent is made a party because of acting as Agent hereunder,
or in any proceeding where Agent interpleads the subject matter of the escrow, Agent shall recover reasonable
attorney's fees and costs incurred, to be paid pursuant to court order out ofthe escrowed funds or equivalent. Agent
shall not be liable to any party or person for mis-delivery of any escrowed items, unless such mis-delivery is due to
Agent's wilful breach of this Contract or Agent's gross negligence. This Paragraph 13 shall survive Closing or
termination of this Contract.
14, PROFESSIONAL ADVICE; BROKER LIABILITY: Broker advises Buyer and Seller to verity Property condition,
square footage, and all other facts and representations made pursuant to this Contract and to consult appropriate
professionals for legal, tax, environmental, and other specialized advice concerning matters affecting the Property
and the transaction contemplated by this Contract. Broker represents to Buyer that Broker does not reside on the
Property and that all representations (oral, written or otherwise) by Broker are based on Seller representations or
Public records. BUYER AGREES TO RELY SOLELY ON SELLER, PROFESSIONAL INSPECTORS AND
GOVERNMENTAL AGENCIES FOR VERIFICATION OF PROPERTY CONDITION, SQUARE FOOTAGE AND
FACTS THAT MATERIALLY AFFECT PROPERTY VALUE AND NOT ON THE REPRESENTATIONS (ORAL,
WRITTEN OR OTHERWISE) OF BROKER. Buyer and Seller (individually, the "Indemnifying Party’) each
individually indemnifies, holds harmless, and releases Broker and Broker's officers, directors, agents and
‘employees from all liability for loss or damage, including all costs and expenses, and reasonable attomey's fees at
all levels, suffered or incurred by Broker and Broker's officers, directors, agents and employees in connection with
or arising from claims, demands or causes of action instituted by Buyer or Seller based on: (i) inaccuracy of
information provided by the Indemnifying Party or from public records; (i) Indemnifying Party's misstatement(s) or
failure to perform contractual obligations; (li) Broker's performance, at Indemnifying Party's request, of any task
beyond the scope of services regulated by Chapter 475, F.S., as amended, including Broker's referral,
‘recommendation or retention of any vendor for, or on behaif of, Indemnifying Party; (iv) products or services
provided by any such vendor for, or on behalf of, Indemnifying Party; and (v) expenses incurred by any such vendor.
Buyer's Initials Page 6 of 12 ‘Soler’ tnitals.
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Buyer and Seller each assumes full responsibilty for selecting and compensating their respective vendors and
paying their other costs under this Contract whether or not this transaction closes. This Paragraph 14 will not relieve
Broker of statutory obligations under Chapter 475, F.S., a8 amended. For purposes of this Paragraph 14, Broker
will be treated as a party to this Contract. This Paragraph 14 shall survive Closing or termination of this Contract.
DEFAULT AND DISPUTE RESOLUTION
15, DEFAULT:
(a) BUYER DEFAULT: If Buyer fails, neglects or refuses to perform Buyer's obligations under this Contract,
including payment of the Deposit, within the time(s) specified, Seller may elect to recover and retain the Deposit
for the account of Seller as agreed upon liquidated damages, consideration for execution of this Contract, and
in full settlement of any claims, whereupon Buyer and Seller shall be relieved from all further obligations under
this Contract, or Seller, at Seller's option, may, pursuant to Paragraph 16, proceed in equity to enforce Seller's
rights under this Contract. The portion of the Deposit, if any, paid to Listing Broker upon default by Buyer, shall
be split equally between Listing Broker and Cooperating Broker, provided however, Cooperating Broker's share
shall not be greater than the commission amount Listing Broker had agreed to pay to Cooperating Broker.
(b) SELLER DEFAULT: If for any reason other than failure of Seller to make Seller's tile marketable after
reasonable diligent effort, Seller fails, neglects or refuses to perform Seller's obligations under this Contract,
Buyer may elect to receive return of Buyer's Deposit without thereby waiving any action for damages resulting
from Seller's breach, and, pursuant to Paragraph 16, may seek to recover such damages or seek specific
Performance.
This Paragraph 15 shall survive Closing or termination of this Contract.
16. DISPUTE RESOLUTION: Unresolved controversies, claims and other matters in question between Buyer and
Seller arising out of, or relating to, this Contractor its breach, enforcement or interpretation ("Dispute") will be settled
as follows:
(@) Buyer and Seller will have 10 days after the date conflicting demands for the Deposit are made to attempt to
resolve such Dispute, failing which, Buyer and Seller shall submit such Dispute to mediation under Paragraph
16(b).
(b) Buyer and Seller shall attempt to settle Disputes in an amicable manner through mediation pursuant to Florida
Rules for Certified and Court-Appointed Mediators and Chapter 44, F.S., as amended (the “Mediation Rules").
The mediator must be certified or must have experience in the real estate industry. Injunctive relief may be
sought without first complying with this Paragraph 16(b). Disputes not settled pursuant to this Paragraph 16
may be resolved by instituting action in the appropriate court having jurisdiction of the matter. This Paragraph
16 shall survive Closing or termination of this Contract.
17, ATTORNEY'S FEES; COSTS: The parties will split equally any mediation fee incurred in any mediation permitted
by this Contract, and each party will pay their own costs, expenses and fees, including attomey's fees, incurred in
ccondusting the mediation. In any litigation permitted by this Contract, the prevailing party shall be entitled to recover
from the non-prevailing party costs and fees, including reasonable attomey's fees, incurred in conducting the
litigation. This Paragraph 17 shall survive Closing or termination of this Contract.
STANDARDS FOR REAL ESTATE TRANSACTIONS ("STANDARDS")
18, STANDARD:
A. TITLE:
() TITLE EVIDENCE; RESTRICTIONS; EASEMENTS; LIMITATIONS: Within the time period provided in
Paragraph 9(c) the Title Commitment, with legible copies of instruments listed as exceptions attached thereto, shall
'be issued and delivered to Buyer. The Title Commitment shall set forth those matters fo be discharged by Seller at
(or before Closing and shall provide that, upon recording of the deed to Buyer, an owner's policy of tite insurance
inthe amount of the Purchase Price, shall be issued to Buyer insuring Buyer's marketable tile to the Real Property,
subject only to the following matters: (a) comprehensive land use plans, zoning, and other land use restrictions,
prohibitions and requirements imposed by governmental authority; (b) restrictions and matters appearing on the
Plat or otherwise common to the subdivision; (c) outstanding oil, gas and mineral rights of record without right of
entry; (d) unplatted public ullity easements of record (located contiguous to real property lines and not more than
10 feet in width as to rear or frontlines and 7 1/2 feet in width as to side lines); (e) taxes for year of Closing and
subsequent years; and (f) assumed mortgages and purchase money mortgages, if any (if additional items, attach
addendum); provided, that, none prevent use of Property for RESIDENTIAL PURPOSES. If there exists at Closing
any violation of items identiied in (b) - (f) above, then the same shall be deemed a title defect. Marketable tile shall
be determined according to applicable Title Standards adopted by authority of The Florida Bar and in accordance
with law.
Buyer’ ints. Page 70112 Seller's Initials
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‘STANDARDS FOR REAL ESTATE TRANSACTIONS ("STANDARDS") CONTINUED
TITLE EXAMINATION: Buyer shall have 5 days after receipt of Title Commitment to examine it and notify Seller
in writing specifying defects), if any, that render tile unmarketable. If Seller provides Title Commitment and it is
delivered to Buyer less than 5 days prior to Closing Date, Buyer may extend Closing for up to 5 days after date of
receipt to examine same in accordance with this STANDARD A. Seller shall have 30 days ("Cure Period”) after
receipt of Buyer's notice to take reasonable diligent efforts to remove defects. if Buyer falls to so notify Seller, Buyer
shall be deemed to have accepted ttle as it then is. If Seller cures defects within Cure Period, Seller will deliver
written notice to Buyer (with proof of cure acceptable to Buyer and Buyer's attomey) and the parties will close this,
Contract on Closing Date (or if Closing Date has passed, within 10 days after Buyer's receipt of Seller's notice). If
Seller is unable to cure defects within Cure Period, then Buyer may, within 5 days after expiration of Cure Period,
deliver written notice to Seller: (a) extending Cure Period for a specified period not to exceed 120 days within which
Seller shall continue to use reasonable diligent effort to remove or cure the defects ("Extended Cure Period"); or
() electing to accept ttle with existing defects and close this Contract on Closing Date (or if Closing Date has
assed, within the earlier of 10 days after end of Extended Cure Period or Buyer's receipt of Seller's notice), or (c)
electing to terminate this Contract and receive a refund of the Deposit, thereby releasing Buyer and Seller from all
further obligations under this Contract, Ifafter reasonable diigent effort, Seller is unable to timely cure defects, and
Buyer does not waive the defects, this Contract shall terminate, and Buyer shall receive a refund of the Deposit,
thereby releasing Buyer and Seller from all further obligations under this Contract.
B. SURVEY: If Survey discloses encroachments on the Real Property or that improvements located thereon
encroach on setback lines, easements, or lands of others, or violate any restrictions, covenants, or applicable
governmental regulations described in STANDARD A (iXa), (b) or (d) above, Buyer shall deliver written notice of
‘such matters, together with a copy of Survey, to Seller within 5 days after Buyer's receipt of Survey, but no later
than Closing. If Buyer timely delivers such notice and Survey to Seller, such matters identified in the notice and
‘Survey shall constitute a ttle defect, subject to cure obligations of STANDARD A above. If Seller has delivered a
prior survey, Seller shall, at Buyer's request, execute an affidavit of "no change" to the Real Property since the
preparation of such prior survey, to the extent the affirmations therein are true and correct.
©. INGRESS AND EGRESS: Seller represents that there is ingress and egress to the Real Property and ttle to
the Real Property is insurable in accordance with STANDARD A without exception for lack of legal right of access.
D. LEASE INFORMATION: Seller shall, at least 10 days prior to Closing, furnish to Buyer estoppel letters from
{enant(sVoccupant(s) specifying nature and duration of occupancy, rental rates, advanced rent and security
deposits paid by tenant(s) or occupant(s)("Estoppel Letter(s)"). If Seller is unable to obtain such Estoppel Letter(s)
the same information shall be furnished by Seller to Buyer within that time period in the form of a Seller's affidavit
‘and Buyer may thereafter contact tenant(s) or occupant{s) to confirm such information. If Estoppel Letter(s) or
Soller's affidavit if any, differ materially from Seller's representations and lease(s) provided pursuant to Paragraph
6, or if tenant(sYoccupant(s) fall or refuse to confirm Seller's affidavit, Buyer may deliver written notice to Seller
within § days after receipt of such information, but no later than 5 days prior to Closing Date, terminating this
Contract and receive a refund of the Deposit, thereby releasing Buyer and Seller from all further obligations under
this Contract. Seller shall, at Closing, deliver and assign all leases to Buyer who shall assume Seller's obligations
thereunder.
E. LIENS: Seller shall furnish to Buyer at Closing an affidavit attesting (i) to the absence of any financing
statement, claims of lien or potential lienors known to Seller and (i) that there have been no improvements oF
repairs to the Real Property for 90 days immediately preceding Closing Date. If the Real Property has been
improved or repaired within that time, Seller shall deliver releases or waivers of construction liens executed by all
General contractors, subcontractors, suppliers and materialmen in addition to Sellers lien affidavit setting forth
names ofall such general contractors, subcontractors, suppliers and materialmen, further affirming that all charges
{or improvements or repairs which could serve as a basis for a construction lien or a claim for damages have been
paid or will be paid at Closing.
F. TIME: Time is of the essence in this Contract. Calendar days, based on where the Property is located, shall
’be used in computing time periods. Other than time for acceptance and Effective Date as set forth in Paragraph 3,
any time periods provided for or dates specified in this Contract, whether preprinted, handwritten, typewritten of
inserted herein, which shall end or occur on a Saturday, Sunday, national legal public holiday (as defined in 5
USC. Sec. 6103(a), or a day on which a national legal public holiday is observed because it fell on a Saturday or
‘Sunday, shall extend to the next calendar day which is not a Saturday, Sunday, national legal public holiday, or a
