Fort Walton Beach Ordinance — 2075--17 Industrial Street NW-Sale of Property — reading text

discharge any encumbrance at or prior to closing and fails to do so, Buyer may use purchase proceeds to satisfy the encumbrances. 166 ( c) Documents: Seller will provide the deed; bill of sale; mechanic's lien affidavit; originals of those assignable 167 service and maintenance contracts that will be assumed by Buyer after the Closing Date and letters to each 168 service contractor from Seller advising each of them of the sale of the Property and, if applicable, the transfer of its 169 contract, and any assignable warranties or guarantees received or held by Seller from any manufacturer, 170 contractor, subcontractor, or material supplier in connection with the Property; current copies of the condominium 171 documents, if applicable; assignments of leases, updated rent roll; tenant and lender estoppels letters (if 172 173 applicable); tenant subordination, non -disturbance and attomment agreements (SNDAs) required by the Buyer or 174 Buyer's lender; assignments of permits and licenses; corrective instruments; and letters notifying tenants of the 175 change in ownership/rental agent. If any tenant refuses to execute an estoppels letter, Seller, if requested by the 176 Buyer in writing, will certify that information regarding the tenant's lease is correct. If Seller is an entity, Seller will 177 deliver a resolution of its governing authority authorizing the sale and delivery of the deed and certification by the appropriate party certifying the resolution and setting forth facts showing the conveyance conforms to the 176 179 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. 180 ( 181 d) Taxes and Prorations: Real estate taxes, personal property taxes on any tangible personal property, bond payments assumed by Buyer, interest, rents ( based on actual collected rents), association dues, insurance 182 183 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 184 allowance being made for improvements and exemptions. Any tax proration based on an estimate will, at request 185 of either party, be readjusted upon receipt of current year's tax bill; this provision will survive closing. 186 ( 187 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, and ratified special assessment is payable in installments, Seller will 188 169 pay all installments due and payable on or before the Closing Date, with any installment for any period extending 190 beyond the Closing Date prorated, and Buyer will assume all installments that become due and payable after the 191 Closing Date. Buyer will be responsible for all assessments of any kind which become due and owing after Closing 192 Date, unless an improvement is substantially completed as of Closing Date. If an improvement is substantially 193 completed as of the Closing Date but has not resulted in a lien before closing, Seller will pay the amount of the last 194 estimate of the assessment. This subsection applies to special assessment liens imposed by a public body and does not apply to condominium association special assessments. 195 ( 196 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 197 complete, execute, and deliver as directed any instrument, affidavit, or statement reasonably necessary to comply Buyer (X1) (_) and Seller ( gym (_) acknowledge receipt of a wpy of this page, which is Page 4 of a Pages. CC -5 Rev g/ 17 02017 Florida Realtors' Serial#: 054078- 1001624254082 form Simplicity Ekc„ on[ ea, SgoeJ us! m e5! pnGrvme^'` reason lU ] 3CatiepF.a- CNe. a9E3. N9FAl82M1  198 with the FIRPTA requirements, including delivery of their respective federal taxpayer identification numbers or 199 200 Social Security Numbers to the closing agent. If Buyer does not pay sufficient cash at closing to meet the 201 withholding requirement, Seller will deliver to Buyer at closing the additional cash necessary to satisfy the requirement. 202 203 10. ESCROW AGENT: Seller and Buyer authorize Escrow Agent or Closing Agent (collectively "Agent") to receive, deposit, and hold funds and other property in escrow and, subject to collection, disburse them in accordance with the 204 205 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 206 207 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 208 209 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 210 liability except for the duty to account for items previously delivered out of escrow. If Agent is a licensed real estate 211 212 broker, Agent will comply with Chapter 475, Florida Statutes. In any suit in which Agent interpleads the escrowed items 213 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 214 in favor of the prevailing party. 215 216 11. CURE PERIOD: Prior to any claim for default being made, a party will have an opportunity to cure any alleged 217 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 218 delivery of such notice to cure the non- compliance. Notice and cure shall not apply to failure to close. 219 12. FORCE MAJEURE: Buyer or Seller shall not be required to perform any obligation under this Contract or be liable 220 221 to each other for damages so long as performance or non- performance of the obligation, or the availability of services, 222 " insurance, or required approvals essential to Closing, is disrupted, delayed, caused or prevented by Force Majeure. Force Majeure" means: hurricanes, floods, extreme weather, earthquakes, fire, or other acts of God, unusual 223 transportation delays, or wars, insurrections, or acts of terrorism, which, by exercise of reasonable diligent effort, the 224 225 non-performing party is unable in whole or in part to prevent or overcome. All time periods, including Closing Date, will be extended a reasonable time up to 7 days after the Force Majeure no longer prevents performance under this 226 Contract, provided, however, if such Force Majeure continues to prevent performance under this Contract more than 227 228 30 days beyond Closing Date, then either party may terminate this Contract by delivering written notice to the other and the Deposit shall be refunded to Buyer, thereby releasing Buyer and Seller from all further obligations under this Contract. 229 230 13. RETURN OF DEPOSIT: Unless otherwise specified in the Contract, in the event any condition of this Contract is 231 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. 232 14. DEFAULT: 233 ( 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 234 235 the title marketable after diligent effort, Buyer may elect to receive return of Buyer's deposit without thereby waiving any action for damages resulting from Seller's breach and may seek to recover such damages or seek 236 specific performance. If Buyer elects a deposit refund, Seller may be liable to Broker for the full amount of the 237 brokerage fee. 238 ( 239 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 240 execution of this Contract, and in full settlement of any claims, upon which this Contract will terminate or (2) seek 241 242 specific performance. If Buyer fails to timely place a deposit as required by this Contract, Seller may either ( 1) terminate the Contract and seek the remedy outlined in this subparagraph or (2) proceed with the Contract without 243 waiving any remedy for Buyer' s default. 244 245 15. ATTORNEYS FEES AND COSTS: In any claim or controversy arising out of or relating to this Contract,