Blank Florida Commercial Contract Template

The Florida Commercial Contract is a legal document used in real estate transactions, outlining the agreement between a buyer and seller regarding the sale of commercial property. This form includes essential details such as the parties involved, the property description, purchase price, and terms of sale. Understanding this contract is crucial for both buyers and sellers to ensure a smooth transaction. To fill out the form, click the button below.

Article Structure

The Florida Commercial Contract form is a crucial document for anyone involved in buying or selling commercial real estate in the state. It outlines the agreement between the buyer and seller, specifying essential details such as the parties involved, property description, and purchase price. Key sections include the terms for deposits held in escrow, deadlines for acceptance, and the closing date and location. The form also addresses financing options, title transfer, and property condition, ensuring both parties understand their rights and obligations. Furthermore, it includes provisions for inspections, operation of the property during the contract period, and the closing procedure. With its structured format, the Florida Commercial Contract provides a comprehensive framework for a successful transaction, making it an indispensable tool for real estate professionals and clients alike.

Form Sample

1. PARTIES AND PROPERTY: _____________________________________________________________________________(“Buyer”)

agrees to buy and _______________________________________________________________________________________ (“Seller”)

agrees to sell the property described as: Street Address: ______________________________________________________________

_______________________________________________________________________________________________________________

Legal Description: _____________________________________________________________________________________________

_______________________________________________________________________________________________________________

and the following Personal Property: ________________________________________________________________________________

_______________________________________________________________________________________________________________

(all collectively referred to as the “Property”) on the terms and conditions set forth below.

2. PURCHASE PRICE: $ ________________________

(a) Deposit held in escrow by___________________________________________________ $ ________________________

(“Escrow Agent”) (checks are subject to actual and ﬁnal collection)

Escrow Agent’s address: _________________________________ Phone: ______________

(b) Additional deposit to be made to Escrow Agent within _____ days after Effective Date $ ________________________

(d) Total ﬁnancing (see Paragraph 5) $ ________________________

(e) Other ___________________________________________________________________ $ ________________________

(f) All deposits will be credited to the purchase price at closing. Balance to close, subject

to adjustments and prorations, to be paid with locally drawn cashier’s or ofﬁcial bank $ ________________________

check(s) or wire transfer.

3. TIME FOR ACCEPTANCE; EFFECTIVE DATE; COMPUTATION OF TIME: Unless this offer is signed by Seller and Buyer

and an executed copy delivered to all parties on or before ________________________, this offer will be withdrawn and the

Buyer’s deposit, if any, will be returned. The time for acceptance of any counter offer will be 3 days from the date the counter

offer is delivered. The “Effective Date” of this Contract is the date on which the last one of the Seller and Buyer has signed

or initialed and delivered this offer or the ﬁnal counter offer. Calendar days will be used when computing time periods, except

time periods of 5 days or less. Time periods of 5 days or less will be computed without including Saturday, Sunday, or national

legal holidays. Any time period ending on a Saturday, Sunday, or national legal holiday will extend until 5:00 p.m. of the next

business day. Time is of the essence in this Contract.

4. CLOSING DATE AND LOCATION:

(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.

10*

11*

13*

14*

15*

16*

17*

19*

22*

30*

34*

36*

Commercial Contract

FLORIDA ASSOCIATION OF REALTORS

Buyer (_____) (_____) and Seller (_____) (_____) acknowledge receipt of a copy of this page, which is Page 1 of 7 Pages.

38*

39*

40*

41*

42*

44*

49*

59*

60*

62*

63*

64*

66*

68*

69*

70*

73*

81*

88*

89*

90*

91*

5. THIRD PARTY FINANCING:

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.

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

Buyer (_____) (_____) and Seller (_____) (_____) acknowledge receipt of a copy of this page, which is Page 2 of 7 Pages.

94*

96*

97*

100

101

102

103*

104*

105

106

107

108

109

110

111

112

113

114

115

116

117

118

119

120

121

122

123

124

125

126

127

128

129

130

131

132*

133

134

135

136

137

138

139

140

141

142*

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.

(d) Ingress and Egress: Seller warrants that the Property presently has ingress and egress.

7. PROPERTY CONDITION: Seller will deliver the Property to Buyer at the time agreed in its present “as is” condition, ordinary

wear and tear excepted, and will maintain the landscaping and grounds in a comparable condition. Seller makes no warranties

other than marketability of title. By accepting the Property “as is,” Buyer waives all claims against Seller for any defects in the

Property. (Check (a) or (b))

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.

conduct a ﬁnal “walk-through” inspection of the Property to determine compliance with this paragraph and to ensure that all

Property is on the premises.

8. OPERATION OF PROPERTY DURING CONTRACT PERIOD: Seller will continue to operate the Property and any business

conducted on the Property in the manner operated prior to Contract and will take no action that would adversely impact the

Property, tenants, lenders or business, if any. Any changes, such as renting vacant space, that materially affect the Property or

Buyer’s intended use of the Property will be permitted o only with Buyer’s consent o without Buyer’s consent.

9. CLOSING PROCEDURE:

(a) Possession and Occupancy: Seller will deliver possession and occupancy of the Property to Buyer at closing. Seller will

provide keys, remote controls, and any security/access codes necessary to operate all locks, mailboxes, and security systems.

(b) Costs: Buyer will pay buyer’s attorneys’ fees, taxes and recording fees on notes, mortgages and ﬁnancing statements and

recording fees for the deed. Seller will pay seller’s attorneys’ fees, taxes on the deed and recording fees for documents needed

to cure title defects. If Seller is obligated to discharge any encumbrance at or prior to closing and fails to do so, Buyer may use

purchase proceeds to satisfy the encumbrances.

(c) Documents: Seller will provide the deed; bill of sale; mechanic’s lien afﬁdavit; originals of those assignable service and

maintenance contracts that will be assumed by Buyer after the Closing Date and letters to each service contractor from Seller

Buyer (_____) (_____) and Seller (_____) (_____) acknowledge receipt of a copy of this page, which is Page 3 of 7 Pages.

143

144

145

146

147

148

149

150

151

152

153

154

155

156

157

158

159

160

161

162

163

164

165

166

167

168

169

170

171

172

173

174

175

176

177

178

179

180

181

182

183*

184

185

186

187

188

189

190

191

192

193

194*

advising each of them of the sale of the Property and, if applicable, the transfer of its contract, and any assignable warranties or

guarantees received or held by Seller from any manufacturer, contractor, subcontractor, or material supplier in connection with

the Property; current copies of the condominium documents, if applicable; assignments of leases, updated rent roll; tenant and

lender estoppel letters; assignments of permits and licenses; corrective instruments; and letters notifying tenants of the change

in ownership/rental agent. If any tenant refuses to execute an estoppel letter, Seller will certify that information regarding the

tenant’s lease is correct. If Seller is a corporation, Seller will deliver a resolution of its Board of Directors authorizing the sale

and delivery of the deed and certiﬁcation by the corporate Secretary certifying the resolution and setting forth facts showing the

conveyance conforms to the requirements of local law. Seller will transfer security deposits to Buyer. Buyer will provide the

closing statement, mortgages and notes, security agreements, and ﬁnancing statements.

(d) Taxes and Prorations: Real estates taxes, personal property taxes on any tangible personal property, bond payments

assumed by Buyer, interest, rents, association dues, insurance premiums acceptable to Buyer, and operating expenses will be

prorated through the day before closing. If the amount of taxes for the current year cannot be ascertained, rates for the previous

year will be used with due allowance being made for improvements and exemptions. Any tax proration based on an estimate

will, at request of either party, be readjusted upon receipt of current year’s tax bill; this provision will survive closing.

(e) Special Assessment Liens: Certiﬁed, conﬁrmed, and ratiﬁed special assessment liens as of the Closing Date will be paid

by Seller. If a certiﬁed, conﬁrmed, or ratiﬁed special assessment is payable in installments, Seller will pay all installments due

and payable on or before the Closing Date, with any installment for any period extending beyond the Closing Date prorated,

and Buyer will assume all installments that become due and payable after the Closing Date. Buyer will be responsible for all

assessments of any kind which become due and owing after Closing Date, unless an improvement is substantially completed as

of Closing Date. If an improvement is substantially completed as of the Closing Date but has not resulted in a lien before closing,

Seller will pay the amount of the last estimate of the assessment.

(f) Foreign Investment In Real Property Tax Act (FIRPTA): If Seller is a “foreign person” as deﬁned by FIRPTA, Seller and

Buyer agree to comply with Section 1445 of the Internal Revenue Code. Seller and Buyer will complete, execute, and deliver

as directed any instrument, afﬁdavit, or statement reasonably necessary to comply with the FIRPTA requirements, including

delivery of their respective federal taxpayer identiﬁcation numbers or Social Security Numbers to the closing agent. If Buyer

does not pay sufﬁcient cash at closing to meet the withholding requirement, Seller will deliver to Buyer at closing the additional

cash necessary to satisfy the requirement.

10. ESCROW AGENT: Seller and Buyer authorize Escrow Agent (Agent) to receive, deposit, and hold funds and other property

in escrow and, subject to collection, disburse them in accordance with the terms of this Contract. The parties agree that Agent

will not be liable to any person for misdelivery of escrowed items to Seller or Buyer, unless the misdelivery is due to Agent’s willful

breach of this Contract or gross negligence. If Agent has doubt as to Agent’s duties or obligations under this Contract, Agent may,

at Agent’s option, (a) hold the escrowed items until the parties mutually agree to its disbursement or until a court of competent

jurisdiction or arbitrator determines the rights of the parties or (b) deposit the escrowed items with the clerk of the court having

jurisdiction over the matter and ﬁle an action in interpleader. Upon notifying the parties of such action, Agent will be released from

all liability except for the duty to account for items previously delivered out of escrow. If Agent is a licensed real estate broker,

Agent will comply with Chapter 475, Florida Statutes. In any suit in which Agent interpleads the escrowed items or is made a party

because of acting as Agent hereunder, Agent will recover reasonable attorney’s fees and costs incurred, with these amounts to be

paid from and out of the escrowed items and charged and awarded as court costs in favor of the prevailing party.

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.

12. RETURN OF DEPOSIT: Unless otherwise speciﬁed in the Contract, in the event any condition of this Contract is not met

and Buyer has timely given any required notice regarding the condition having not been met, Buyer’s deposit will be returned in

accordance with applicable Florida laws and regulations.

13. DEFAULT:

(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

marketable after diligent effort, Buyer may either (1) receive a refund of Buyer’s deposit(s) or (2) seek speciﬁc performance. If

Buyer elects a deposit refund, Seller will be liable to Broker for the full amount of the brokerage fee.

(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)

paid or agreed to be paid by Buyer as agreed upon liquidated damages, consideration for the execution of this Contract, and

Buyer (_____) (_____) and Seller (_____) (_____) acknowledge receipt of a copy of this page, which is Page 4 of 7 Pages.

195

196

197

198

199

200

201

202

203

204

205

206

207

208

209

210

211

212

213

214

215

216

217

218

219

220

221

222

223

224

225

226

227

228

229*

230*

231

232

233

234

235

236

237

238*

in full settlement of any claims, upon which this Contract will terminate or (2) seek speciﬁc performance. If Seller retains the

deposit, Seller will pay the Brokers named in Paragraph 20 ﬁfty percent of all forfeited deposits retained by Seller (to be split

equally among the Brokers) up to the full amount of the brokerage fee.

14. ATTORNEY’S FEES AND COSTS: In any claim or controversy arising out of or relating to this Contract, the prevailing party,

which for purposes of this provision will include Buyer, Seller and Broker, will be awarded reasonable attorneys’ fees, costs, and

expenses.

15. NOTICES:

All notices will be in writing and may be delivered by mail, personal delivery, or electronic means. Parties agree to

send all notices to addresses speciﬁed on the signature page(s). Any notice, document, or item given by or delivered to an attorney

or real estate licensee (including a transaction broker) representing a party will be as effective as if given by or delivered to that party.

16. DISCLOSURES:

(a) Commercial Real Estate Sales Commission Lien Act: The Florida Commercial Real Estate Sales Commission Lien Act

provides that when a broker has earned a commission by performing licensed services under a brokerage agreement with you,

the broker may claim a lien against your net sales proceeds for the broker’s commission. The broker’s lien rights under the act

cannot be waived before the commission is earned.

(b) Special Assessment Liens Imposed by Public Body: The Property may be subject to unpaid special assessment lien(s)

imposed by a public body. (A public body includes a Community Development District.) Such liens, if any, shall be paid as set

forth in Paragraph 9.(e).

(c) Radon Gas: Radon is a naturally occurring radioactive gas that, when it has 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 public health unit.

(d) Energy-Efﬁciency Rating Information: Buyer acknowledges receipt of the information brochure required by Section

553.996, Florida Statutes.

17. RISK OF LOSS:

(a) If, after the Effective Date and before closing, the Property is damaged by ﬁre or other casualty, Seller will bear the risk of

loss and Buyer may cancel this Contract without liability and the deposit(s) will be returned to Buyer. Alternatively, Buyer will

have the option of purchasing the Property at the agreed upon purchase price and Seller will transfer to Buyer at closing any

insurance proceeds, or Seller’s claim to any insurance proceeds payable for the damage. Seller will cooperate with and assist

Buyer in collecting any such proceeds.

(b) If, after the Effective Date and before closing, any part of the Property is taken in condemnation or under the right of eminent

domain, or proceedings for such taking will be pending or threatened, Buyer may cancel this Contract without liability and the

deposit(s) will be returned to Buyer. Alternatively, Buyer will have the option of purchasing what is left of the Property at the

agreed upon purchase price and Seller will transfer to the Buyer at closing the proceeds of any award, or Seller’s claim to any

award payable for the taking. Seller will cooperate with and assist Buyer in collecting any such award.

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).

19. MISCELLANEOUS: The terms of this Contract constitute the entire agreement between Buyer and Seller. Modiﬁcations of

this Contract will not be binding unless in writing, signed and delivered by the party to be bound. Signatures, initials, documents

referenced in this Contract, counterparts and written modiﬁcations communicated electronically or on paper will be acceptable

for all purposes, including delivery, and will be binding. Handwritten or typewritten terms inserted in or attached to this Contract

prevail over preprinted terms. If any provision of this Contract is or becomes invalid or unenforceable, all remaining provisions will

continue to be fully effective. This Contract will be construed under Florida law and will not be recorded in any public records.

Buyer (_____) (_____) and Seller (_____) (_____) acknowledge receipt of a copy of this page, which is Page 5 of 7 Pages.

20. BROKERS: Neither Seller nor Buyer has used the services of, or for any other reason owes compensation to, a licensed real

estate Broker other than:

(a) Seller’s Broker: ____________________________________________________________________________________________,

(Company Name) (Licensee)

______________________________________________________________________________________________________________,

(Address, Telephone, Fax, E-mail)

who o is a single agent o is a transaction broker o has no brokerage relationship and who will be compensated by o Seller

o Buyer o both parties pursuant to o a listing agreement o other (specify) _____________________________________________

______________________________________________________________________________________________________________

(b) Buyer’s Broker: ___________________________________________________________________________________________,

(Company Name) (Licensee)

______________________________________________________________________________________________________________,

(Address, Telephone, Fax, E-mail)

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

Broker o Seller o Buyer o both parties pursuant to o an MLS offer of compensation o other (specify)

______________________________________________________________________________________________________________

(collectively referred to as “Broker”) in connection with any act relating to the Property, including but not limited to inquiries,

introductions, consultations, and negotiations resulting in this transaction. Seller and Buyer agree to indemnify and hold Broker

harmless from and against losses, damages, costs and expenses of any kind, including reasonable attorneys’ fees at all levels,

and from liability to any person, arising from (1) compensation claimed which is inconsistent with the representation in this

Paragraph, (2) enforcement action to collect a brokerage fee pursuant to Paragraph 10, (3) any duty accepted by Broker at the

request of Seller or Buyer, which is beyond the scope of services regulated by Chapter 475, Florida Statutes, as amended, or (4)

recommendations of or services provided and expenses incurred by any third party whom Broker refers, recommends, or retains

for or on behalf of Seller or Buyer.

21. OPTION (Check if any of the following clauses are applicable and are attached as an addendum to this Contract):

o Arbitration o Seller Warranty o Existing Mortgage

o Section 1031 Exchange o Coastal Construction Control Line o Buyer’s Attorney Approval

o Property Inspection and Repair o Flood Area Hazard Zone o Seller’s Attorney Approval

o Seller Representations o Seller Financing o Other ___________________________

22. ADDITIONAL TERMS:

________________________________________________________________________________________________________________

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

OF AN ATTORNEY PRIOR TO SIGNING. BROKER ADVISES BUYER AND SELLER TO VERIFY ALL FACTS AND

REPRESENTATIONS THAT ARE IMPORTANT TO THEM AND TO CONSULT AN APPROPRIATE PROFESSIONAL

FOR LEGAL ADVICE (FOR EXAMPLE, INTERPRETING CONTRACTS, DETERMINING THE EFFECT OF LAWS ON

THE PROPERTY AND TRANSACTION, STATUS OF TITLE, FOREIGN INVESTOR REPORTING REQUIREMENTS,

ETC.) AND FOR TAX, PROPERTY CONDITION, ENVIRONMENTAL AND OTHER ADVICE. BUYER ACKNOWLEDGES

THAT BROKER DOES NOT OCCUPY THE PROPERTY AND THAT ALL REPRESENTATIONS (ORAL, WRITTEN OR

OTHERWISE) BY BROKER ARE BASED ON SELLER REPRESENTATIONS OR PUBLIC RECORDS UNLESS BROKER

INDICATES PERSONAL VERIFICATION OF THE REPRESENTATION. BUYER AGREES TO RELY SOLELY ON SELLER,

PROFESSIONAL INSPECTORS AND GOVERNMENTAL AGENCIES FOR VERIFICATION OF THE PROPERTY CONDITION,

SQUARE FOOTAGE AND FACTS THAT MATERIALLY AFFECT PROPERTY VALUE.

Buyer (_____) (_____) and Seller (_____) (_____) acknowledge receipt of a copy of this page, which is Page 6 of 7 Pages.

239

240

241*

242

243*

244

245*

246*

247*

248*

249

250*

251

252*

253*

254*

255

256

257

258

259

260

261

262

263

264*

265*

266*

267*

268

269*

270*

271*

272*

273*

274*

275*

276*

277*

278*

279

280

281

282

283

284

285

286

287

288

289

290*

Each person signing this Contract on behalf of a party that is a business entity represents and warrants to the other party that

such signatory has full power and authority to enter into and perform this Contract in accordance with its terms and each person

executing this Contract and other documents on behalf of such party has been duly authorized to do so.

_________________________________________________________ Date: ______________________________________________

(Signature of Buyer)

_________________________________________________________ Tax ID No.: _________________________________________

(Typed or Printed Name of Buyer)

Title: ____________________________________________________ Telephone: _________________________________________

_________________________________________________________ Date: ______________________________________________

(Signature of Buyer)

_________________________________________________________ Tax ID No.: _________________________________________

(Typed or Printed Name of Buyer)

Title: ____________________________________________________ Telephone: _________________________________________

Buyer’s Address for purpose of notice: _____________________________________________________________________________

Facsimile: ________________________________________________ E-mail: _____________________________________________

_________________________________________________________ Date: ______________________________________________

(Signature of Seller)

_________________________________________________________ Tax ID No.: _________________________________________

(Typed or Printed Name of Seller)

Title: ____________________________________________________ Telephone: _________________________________________

_________________________________________________________ Date: ______________________________________________

(Signature of Seller)

_________________________________________________________ Tax ID No.: _________________________________________

(Typed or Printed Name of Seller)

Title: ____________________________________________________ Telephone: _________________________________________

Seller’s Address for purpose of notice: ______________________________________________________________________________

Facsimile: ________________________________________________ E-mail: _____________________________________________

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.

Buyer (_____) (_____) and Seller (_____) (_____) acknowledge receipt of a copy of this page, which is Page 7 of 7 Pages.

291

292

293

294*

295

296*

297

298*

299*

300

301*

302

303*

304*

305*

306*

307

308*

309

310*

311*

312

313*

314

315*

316*

317*

318*

⇩ PDF

Document Specifications

Fact Name	Description
Parties Involved	The contract identifies the Buyer and Seller, specifying their obligations to buy and sell the property.
Purchase Price	The contract outlines the total purchase price, including details on deposits and financing arrangements.
Closing Date	It states the closing date for the transaction and allows for extensions under certain conditions.
Title Conveyance	The Seller must convey marketable title to the property free of encumbrances, except as noted in the contract.
Governing Law	This contract is governed by Florida law, ensuring compliance with state regulations.

Steps to Filling Out Florida Commercial Contract

Completing the Florida Commercial Contract form requires careful attention to detail. Each section must be filled out accurately to ensure that both parties' rights and obligations are clearly defined. The following steps will guide you through the process of filling out the form effectively.

Identify the Parties: In the first section, enter the names of the Buyer and Seller. Include their respective addresses to establish clear identification.
Property Description: Provide the street address and legal description of the property being sold. This information is crucial for identifying the specific property involved in the transaction.
Personal Property: List any personal property included in the sale, such as fixtures or equipment, to avoid confusion later.
Purchase Price: Fill in the total purchase price and detail any deposits held in escrow, including the name and address of the escrow agent.
Time for Acceptance: Specify the deadline by which the offer must be accepted. This date is essential for both parties to understand the timeline of the agreement.
Closing Date and Location: Indicate the anticipated closing date and the location where the closing will take place. If no location is specified, it defaults to the county where the property is located.
Financing Terms: If applicable, detail any third-party financing arrangements, including loan amounts, interest rates, and terms. This section outlines the financial obligations of the Buyer.
Title Information: Provide information regarding the title, including whether it will be conveyed through a statutory warranty deed or another method. Include any known liens or encumbrances.
Property Condition: Indicate whether the Buyer accepts the property "as is" or if a due diligence period is required for inspections and evaluations.
Closing Procedures: Outline who will pay for various closing costs, including attorney fees and taxes. Specify what documents will be provided at closing.
Notices: Ensure that all parties agree on how notices will be delivered, including mailing addresses and methods of communication.
Signatures: Finally, both Buyer and Seller must sign and date the contract. Make sure to include any necessary initials on each page where indicated.

More About Florida Commercial Contract

What is the Florida Commercial Contract form?

The Florida Commercial Contract form is a legal document used in real estate transactions specifically for the purchase and sale of commercial properties in Florida. It outlines the terms and conditions agreed upon by the buyer and seller, including details about the property, purchase price, financing, and closing procedures. This form is designed to protect the interests of both parties and ensure a smooth transaction process.

Who are the parties involved in the contract?

The contract involves two primary parties: the buyer and the seller. The buyer is the individual or entity looking to purchase the property, while the seller is the current owner of the property. Both parties must agree to the terms of the contract for it to be valid. The contract also includes space for the legal description of the property and any personal property included in the sale.

What is included in the purchase price section?

The purchase price section details the total amount the buyer agrees to pay for the property. It includes information about any deposits made to an escrow agent, additional deposits that may be required, and the total financing amount. This section ensures transparency regarding how the purchase price will be paid and what funds are held in escrow until closing.

What does the "Time for Acceptance" clause mean?

The "Time for Acceptance" clause specifies the timeframe within which the seller must sign the contract for it to remain valid. If the seller does not sign and return the contract by the specified date, the offer may be withdrawn, and any deposits made by the buyer will be returned. This clause emphasizes the importance of timely communication and decision-making in real estate transactions.

How is the closing date determined?

The closing date is the date when the transaction is finalized, and ownership of the property is officially transferred from the seller to the buyer. The contract specifies a closing date, which can be extended under certain conditions. If the buyer cannot obtain property insurance by the closing date, they may postpone closing for up to five days. The location of the closing is typically in the county where the property is located, unless otherwise specified.

What happens if the buyer cannot obtain financing?

If the buyer is unable to secure financing within the specified timeframe, they have the option to cancel the contract. The buyer must notify the seller in writing of their inability to obtain loan approval. If the buyer has acted in good faith and diligence, they can recover their deposit. However, if the buyer fails to meet the financing conditions without a valid reason, the seller may retain the deposit as liquidated damages.

What is the "As Is" condition in the property condition section?

The "As Is" condition means that the buyer accepts the property in its current state, without any warranties from the seller regarding its condition. The buyer has the option to inspect the property or waive their right to do so. By accepting the property "As Is," the buyer agrees to take on any defects or issues that may exist, which can be a significant consideration in commercial real estate transactions.

What are the responsibilities of the escrow agent?

The escrow agent is responsible for holding and managing the funds and documents related to the transaction until all terms of the contract are fulfilled. They ensure that deposits are collected and disbursed according to the contract's terms. The escrow agent also has a duty to act impartially and will not be liable for misdelivery unless it results from their gross negligence. This role is crucial in maintaining trust between the buyer and seller throughout the transaction process.

What should I do if I have questions about the contract?

If you have questions about the Florida Commercial Contract form or any specific provisions within it, it is advisable to consult with a qualified real estate attorney or a licensed real estate professional. They can provide guidance tailored to your situation and help clarify any complex terms or conditions that may affect your transaction.

Common mistakes

Incomplete Information: One common mistake is failing to fill in all required fields. Missing details such as the buyer's or seller's name, property address, or legal description can lead to delays or complications in the transaction.
Incorrect Purchase Price: Entering an incorrect purchase price can create confusion and potential disputes. It is essential to double-check the numbers and ensure they match any prior agreements.
Misunderstanding Deadlines: Many people overlook the importance of deadlines. Not adhering to the time frames for acceptance, financing, or due diligence can jeopardize the contract.
Ignoring Contingencies: Failing to properly address contingencies, such as financing or inspection clauses, may result in unexpected complications. Buyers should ensure that these provisions are clearly stated and understood.
Neglecting Signatures: A frequent error is forgetting to sign or initial the contract. Without the necessary signatures, the contract may not be enforceable, leaving parties without legal recourse.

Documents used along the form

The Florida Commercial Contract form is often accompanied by various other documents that help facilitate the real estate transaction. Each of these forms plays a crucial role in ensuring that both parties understand their rights and obligations. Here’s a brief overview of some commonly used forms and documents in conjunction with the Florida Commercial Contract.

Title Insurance Commitment: This document outlines the conditions under which a title insurance policy will be issued. It ensures that the buyer will receive a clear title to the property, free of any liens or encumbrances, except those disclosed in the commitment.
Property Disclosure Statement: Sellers typically provide this statement to inform buyers of any known issues with the property. It includes details about the property's condition, repairs, and any other relevant information that could affect the buyer's decision.
Escrow Agreement: This agreement defines the terms under which an escrow agent will hold funds and documents during the transaction. It outlines the responsibilities of the escrow agent and the conditions for disbursement of the escrowed items.
Lease Agreements: If the property is leased, a lease agreement will specify the terms of the lease, including rent, duration, and responsibilities of both the landlord and tenant. This document is crucial for understanding existing obligations related to the property.
Financing Contingency Addendum: This addendum outlines the conditions under which the buyer's obligation to purchase the property is contingent upon securing financing. It specifies the time frame for obtaining financing and what happens if the buyer cannot secure a loan.
Survey Report: A survey report provides a detailed map of the property, including boundaries and any existing structures. It helps identify potential encroachments and ensures that the buyer understands the property's layout.
Closing Statement: This document summarizes all financial transactions that occur at closing, including the purchase price, closing costs, and any adjustments. It provides transparency for both parties regarding the financial aspects of the sale.
Estoppel Certificates: These certificates are often required from tenants to confirm the terms of their leases. They serve as a verification tool for the buyer, ensuring that the seller has accurately represented the status of the leases associated with the property.

These documents, when used alongside the Florida Commercial Contract form, help ensure a smooth transaction process. Each plays a vital role in protecting the interests of both buyers and sellers while providing clarity about the terms of the agreement.

Similar forms

The Florida Commercial Contract form is similar to the Residential Purchase Agreement. Both documents facilitate the transfer of property ownership, outlining the roles of the buyer and seller. They specify essential details such as the purchase price, deposit amounts, and conditions for closing. Each agreement includes provisions for inspections and contingencies, ensuring that buyers can assess the property’s condition before finalizing the purchase. The Residential Purchase Agreement is tailored for individual homes, while the Florida Commercial Contract addresses commercial properties, reflecting the unique considerations involved in commercial transactions.

Another comparable document is the Lease Agreement. Like the Florida Commercial Contract, a Lease Agreement establishes the terms under which one party can occupy property owned by another. Both documents detail the responsibilities of the parties involved, including payment terms and maintenance obligations. They also include provisions for termination and renewal, ensuring clarity in the relationship between the landlord and tenant. While the Lease Agreement focuses on rental arrangements, the Florida Commercial Contract is concerned with outright sales, highlighting the different legal frameworks governing these transactions.

The Florida Commercial Contract also shares similarities with the Option to Purchase Agreement. Both documents grant the buyer certain rights regarding property acquisition, though they differ in execution. An Option to Purchase Agreement allows the buyer to secure the right to purchase the property at a later date, while the Florida Commercial Contract commits both parties to a sale at the time of signing. Each document includes terms regarding purchase price and timelines, providing a structured approach to property transactions. This option agreement is often used when buyers need time to secure financing or conduct due diligence before making a final commitment.

Lastly, the Florida Commercial Contract is akin to the Joint Venture Agreement. Both documents involve multiple parties working together toward a common goal, typically in real estate development or investment. They outline the roles, contributions, and profit-sharing arrangements of each party. While the Florida Commercial Contract focuses on the sale of property, a Joint Venture Agreement may encompass broader business activities, including the development and management of real estate projects. Both agreements ensure that all parties are aware of their obligations and expectations, fostering collaboration and reducing the potential for disputes.

Dos and Don'ts

When filling out the Florida Commercial Contract form, it’s crucial to approach the process thoughtfully. Here are five key things to do and avoid:

Do ensure all parties are correctly identified. Clearly state the names of the Buyer and Seller to avoid confusion later.
Do provide accurate property details. Include the street address and legal description to ensure clarity about the property being sold.
Do specify the purchase price and payment terms. Clearly outline the deposit amounts and any financing arrangements to prevent misunderstandings.
Do review the closing date and location. Confirm these details to ensure all parties are aligned on when and where the transaction will occur.
Do keep a copy of the completed contract. This will serve as a reference and safeguard for all parties involved.

Don’t leave sections blank. Incomplete information can lead to delays or disputes, so fill out every required field.
Don’t overlook the importance of deadlines. Pay attention to the time frames for acceptance, financing, and due diligence to avoid losing your rights.
Don’t ignore the need for inspections. If a due diligence period is included, take advantage of it to assess the property thoroughly.
Don’t assume verbal agreements are sufficient. All modifications to the contract should be documented in writing to ensure enforceability.
Don’t forget to consult a legal professional. If there are any uncertainties, seeking legal advice can provide clarity and protect your interests.

Misconceptions

Misconception 1: The Florida Commercial Contract form is only for large transactions.

This form can be used for a variety of commercial real estate transactions, regardless of size. Whether you are buying a small office space or a large commercial building, this contract is applicable.

Misconception 2: The contract guarantees financing for the buyer.

The Florida Commercial Contract does not guarantee that financing will be obtained. Buyers must apply for financing within a specified time frame and demonstrate good faith efforts to secure a loan.

Misconception 3: Once signed, the contract cannot be changed.

While the contract is binding, it can be modified. Any changes must be documented in writing and signed by all parties involved.

Misconception 4: The seller is responsible for all property inspections.

The contract allows buyers to conduct their own inspections during a designated due diligence period. Buyers are responsible for any inspections they choose to perform.

Misconception 5: The buyer automatically receives the deposit back if the deal falls through.

Return of the deposit depends on the circumstances surrounding the cancellation. If the buyer fails to meet their obligations, the seller may retain the deposit.

Misconception 6: The contract is the same for residential and commercial properties.

The Florida Commercial Contract is specifically tailored for commercial transactions, addressing unique aspects of commercial real estate that differ from residential contracts.

Key takeaways

Parties and Property: Clearly identify the Buyer and Seller, along with the property being sold. This includes the street address and legal description, which are crucial for establishing the specific property involved in the transaction.
Purchase Price: Specify the total purchase price and outline any deposits to be made, including the amounts and timelines for those deposits. Understanding these financial obligations is essential for both parties.
Time for Acceptance: Be aware that the offer must be signed and delivered by a certain deadline. If not, the offer will be withdrawn, and any deposits may be returned to the Buyer.
Closing Date and Location: Establish a clear closing date and location for the transaction. This information is vital, as it sets the timeline for when the ownership will officially transfer.
Third-Party Financing: If financing is involved, the Buyer must apply for it within a specific timeframe. This section details the obligations of the Buyer to secure financing and the potential consequences if they fail to do so.
Title and Evidence: The Seller is responsible for providing marketable title to the property. The Buyer should review the title evidence promptly to identify any defects that need to be addressed before closing.
Property Condition: The property is typically sold "as is," meaning the Buyer accepts it in its current condition. However, Buyers should consider including a due diligence period to inspect the property thoroughly.
Closing Procedure: Understand the steps involved in closing, including the transfer of possession, payment of costs, and provision of necessary documents. This ensures a smooth transition of ownership.