Fort Walton Beach Ordinance — 2070--116 Hollywood - Disposition of Property — reading text

accordance with 51 the norms where the Properly is located. 52 a) Possession and Occupancy: Seller will deliver possession and occupancy of the Property to Buyer at 53 closing. Seller will provide keys, remote controls, and any security/ access codes necessary to operate all locks. 54 mailboxes, and security systems. 55 b) Costs: Buyer will pay Buyer' s attorneys' fees, taxes and recording fees on notes, mortgages and financing 56 statements and recording fees for the deed. Seller w11 p y relle$ s' attorneys' fees. 57 If Seller is obligated to discharge any encumbrance at or 58 prior to closing and fails to do so, Buyer may use purchase proceeds to satisfy the encumbrances. 9 c) Documents: Seller will provide the deed: bill of sale; mechanic' s lien affidavit; originals of those assignable 60 service and maintenance contracts that will be assumed by Buyer after the Closing Date and letters to each 61 service contractor from Seller advising each of them of the sale of the Property and, if applicable, the transfer of its 62 contract, and any assignable warranties or guarantees received or held by Seller from any manufacturer, 63 contractor, subcontractor, or material supplier in connection with the Property; current copies of the condominium 64 documents, if applicable; assignments of leases, updated rent roll: tenant and lender estoppels letters: tenant 65 subordination, non- disturbance and altornment agreements ( SNDAs) required by the Buyer or Buyer' s lender: 66 assignments of permits and licenses; corrective instruments; and letters notifying tenants of the change in 67 ownership/ rental agent. If any tenant refuses to execute an estoppels letter, Seller will certify that information 68 regarding the tenant's lease is correct. If Seller is an entity, Seller will deliver a resolution of its Board of Directors 69 authorizing the sale and delivery of the deed and certification by the appropriate party certifying the resolution and 70 setting forth facts showing the conveyance conforms to the requirements of local law. Seller will transfer security 71 deposits to Buyer. Buyer will provide the closing statement, mortgages and notes, security agreements, and 72 financing statements. 73 d) Taxes and Prorations: Real estate taxes, personal property taxes on any tangible personal property. bond 74 payments assumed by Buyer, interest, rents ( based on actual collected rents), association dues, insurance 75 premiums acceptable to Buyer, and operating expenses will be prorated through the day before closing. If the 76 amount of taxes for the current year cannot be ascertained, rates for the previous year will be used with due 77 allowance being made for improvements and exemptions. Any tax proration based on an estimate will, at request 78 of either party. be readjusted upon receipt of current year's tax bill; this provision will survive closing. 79 e) Special Assessment Liens: Certified, confirmed, and ratified special assessment liens as of the Closing Date 80 will be paid by Seller. If a certified, confirmed, and ratified special assessment is payable in installments, Seller will 81 pay all installments due and payable on or before the Closing Date, with any installment for any period extending 82 beyond the Closing Dale prorated, and Buyer will assume all installments that become due and payable after the 83 Closing Date. Buyer will be responsible for all assessments of any kind which become due and owing after Closing 84 Date, unless an improvement is substantially completed as of Closing Date. If an improvement is substantially 85 completed as of the Closing Date but has not resulted in a lien before closing, Seller will pay the amount of the last 86 estimate of the assessment. This subsection applies to special assessment liens imposed by a public body and 87 does not apply to condominium association special assessments. Act ( FIRPTA): II Seller is a " foreign person" as defined by FIRPTA, 88 Foreign Investment in Real Property Tax f) 89 Seller and Buyer agree to comply with Section 1445 of the Internal Revenue Code. Seller and Buyer will 90 complete. execute, and deliver as directed any instrument, affidavit, or statement reasonably necessary to comply 91 with the FIRPTA requirements, including delivery of their respective federal taxpayer identification numbers or 92 * Buyer and Seller(.•' s; ris )( acknowledge receipt of a copy of this page, which is page 4 of 8 Pages e)2010 FlonCa REALmese A I Rights Reserved CC- 4 REV. 12110 wwwTrueForms. com 800- 499, 9612 tcrrnbereerateaby TMC*1' 0rms- 193 Social Security Numbers to the closing agent. If Buyer does not pay sufficient cash at closing to meet the 194 withholding requirement, Seller will deliver to Buyer at closing the additional cash necessary to satisfy the 195 requirement. 90 10. ESCROW AGENT: Seller and Buyer authorize Escrow Agent or Closing Agent( collectively" Agent") to 97 receive, deposit, and hold funds and other property in escrow and, subject to collection, disburse them in accordance 98 with the terms of this Contract The parties agree that Agent will not be liable to any person for misdelivery of 99 escrowed items to Seller or Buyer, unless the misdelivery is due to Agent' s willful breach of this Contract or gross 00 negligence. If Agent has doubt as to Agent' s duties or obligations under this Contract, Agent may, at Agent' s option. 01 ( a) hold the escrowed items until the parties mutually agree to its disbursement or until a court of competent 02 jurisdiction or arbitrator determines the rights of the parties or( b) deposit the escrowed items with the clerk of 03 the court having jurisdiction over the matter and file an action in interpleader. Upon notifying the parties of such action, 04 Agent will be released from all liability except for the duty to account for items previously delivered out of escrow. If 05 Agent is a licensed real estate broker, Agent will comply with Chapter 475, Florida Statutes. In any suit in which Agent 05 interpleads the escrowed items or is made a party because of acting as Agent hereunder, Agent will recover 07 reasonable attorney's fees and costs incurred, with these amounts to be paid from and out of the escrowed items and 08 charged and awarded as court costs in favor of the prevailing party. 09 11. CURE PERIOD: Prior to any claim for default being made, a party will have an opportunity to cure any alleged t0 default If a party fails to comply with any provision of this Contract, the other party will deliver have__ 5 written notice to the non- days( 5 days if left blank) after The non- complying party will complying party specifying the 11 • non- compliance. 12 delivery of such notice to cure the non- compliance. Notice and cure shall not apply to failure to close. 13 12. RETURN OF DEPOSIT: Unless otherwise specified in the Contract, in the event any condition of this Contract is 14 not met and Buyer has timely given any required notice regarding the condition having not been met, Buyer's deposit 15 will be returned in accordance with applicable Florida Laws and regulations. 16 13. DEFAULT: 17 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 18 the title marketable after diligent effort, Buyer may either ( 1) receive a refund of Buyer' s deposit(s) or( 2) seek 19 specific performance. If Buyer elects a deposit refund, Seller will be liable to Broker for the full amount of the 20 brokerage fee 21 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 22 all deposit(s) paid or agreed to be paid by Buyer as agreed upon liquidated damages, consideration for the 23 execution of this Contract, and in full settlement of any claims, upon which this Contract will terminate or( 2) seek 24 specific performance. If Seller retains the deposit, Seller will pay the Brokers named in Paragraph 20 fifty percent 25 of all forfeited deposits retained by Seller ( to be split equally among the Brokers) up to the full amount of the 26 brokerage fee. If Buyer fails to timely place a deposit as required by this Contract, Seller may either( 1) terminate 27 the Contract and seek the remedy outlined in this subparagraph or( 2) proceed with the Contract without waiving 28 any remedy for Buyer' s default. 29 14, ATTORNEY' S FEES AND COSTS: In any claim or controversy arising out of or relating to this Contract, the 30 prevailing party, which for purposes of this provision will include Buyer, Seller and Broker, will be awarded reasonable 31 attorneys' fees, costs, and expenses. 32 15. NOTICES: All notices will be in writing and may be delivered by mail, overnight courier, personal delivery, or 233 electronic means. Parties agree to send all notices to addresses specified on the signature page(s). Any notice, 34 document, or item given by or delivered to an attorney or real estate licensee( including a transaction broker) 235 representing a party will be as effective as if given by or delivered to that party. 236 1 G. DISC LOSURES: 237 ( a) Commercial Real Estate Sales Commission Lien Act: The Florida Commercial Real Estate Sales 238 Commission Lien Act provides that a broker has a lien upon the owner's net proceeds from the sale of commercial 239 real estate for any commission earned by the broker under a brokerage agreement. The lien upon the owner's net and Seller(- n i" )(__— acknowledge ) receipt of a copy of this page, which is page 5 of B Pages. euyea)f _) 240 • Florida REALTORS® All Rtgnts Reserved CC- 4 REV 12/ 10 C>2010 www. TrucForms. com 800. 499 91312 Fam generate by TnteForms' 241