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Free Florida Commercial Contract PDF Template

The Florida Commercial Contract form, developed by the Florida Association of REALTORS®, serves as a detailed agreement between a buyer and seller for the purchase and sale of commercial property. This critical document outlines the terms and conditions of the sale, including but not limited to parties involved, description of the property, purchase price, deposits, and the closing process. It ensures a legally binding agreement is in place, safeguarding the interests of both parties involved in the commercial transaction.

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Free Florida Commercial Contract PDF Template

Outline

The Florida Commercial Contract form, endorsed by the Florida Association of REALTORS®, provides a structured blueprint for the negotiation and execution of commercial property transactions within the state. This comprehensive form outlines the agreement between the buyer and seller, detailing the property to be acquired, including both the physical address and legal description, alongside any pertinent personal property included in the sale. It specifies the purchase price and the terms surrounding the deposit, including initial and additional deposits, and how these are to be handled by an escrow agent. Critical dates, such as the period for offer acceptance, the effective date of the contract, and the closing date and location, are clearly stated, ensuring all parties are aware of the timelines involved. The form elaborates on the mechanisms for financing, including obligations for acquiring third-party financing and the consequences should the buyer fail to secure such funding. Title conveyance is meticulously outlined, covering the seller's ability to confer a marketable title and the responsibilities surrounding the examination of this title, the provision of evidence of title, and the resolution of any title defects discovered. Additionally, the condition of the property, operational expectations during the contract period, closing procedures, and the handling of any escrow funds are thoroughly detailed. Collectively, these elements underscore the form's role as a crucial device in managing the complexities inherent in commercial real estate transactions, ensuring clarity, security, and predictability for all parties involved.

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COMMERCIAL CONTRACT

FLORIDA ASSOCIATION OF REALTORS®

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

2* agrees to buy and _______________________________________________________________________________________ (“Seller”)

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

4* _______________________________________________________________________________________________________________

5* Legal Description: _____________________________________________________________________________________________

6* _______________________________________________________________________________________________________________

7* and the following Personal Property: ________________________________________________________________________________

8* _______________________________________________________________________________________________________________

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

10* 2. PURCHASE PRICE:		$ ________________________
11*	(a) Deposit held in escrow by___________________________________________________	$ ________________________
12	(“Escrow Agent”) (checks are subject to actual and ﬁnal collection)
13*	Escrow Agent’s address: _________________________________ Phone: ______________
14*	(b) Additional deposit to be made to Escrow Agent within _____ days after Effective Date	$ ________________________
15*	(c) Additional deposit to be made to Escrow Agent within _____ days after Effective Date	$ ________________________
16*	(d) Total ﬁnancing (see Paragraph 5)	$ ________________________
17*	(e) Other ___________________________________________________________________	$ ________________________

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

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

$ ________________________

20check(s) or wire transfer.

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

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

23Buyer’s deposit, if any, will be returned. The time for acceptance of any counter offer will be 3 days from the date the counter

24offer is delivered. The “Effective Date” of this Contract is the date on which the last one of the Seller and Buyer has signed

25or initialed and delivered this offer or the ﬁnal counter offer. Calendar days will be used when computing time periods, except

26time periods of 5 days or less. Time periods of 5 days or less will be computed without including Saturday, Sunday, or national

27legal holidays. Any time period ending on a Saturday, Sunday, or national legal holiday will extend until 5:00 p.m. of the next

28business day. Time is of the essence in this Contract.

294. CLOSING DATE AND LOCATION:

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(a)Closing Date: This transaction will be closed on ____________________________________ (Closing Date), unless speciﬁcally extended by other provisions of this Contract. The Closing Date will prevail over all other time periods including, but not limited to, Financing and Due Diligence periods. In the event insurance underwriting is suspended on Closing Date and Buyer is unable to obtain property insurance, Buyer may postpone closing up to 5 days after the insurance underwriting suspension is lifted.

(b)Location: Closing will take place in __________________________________________________ County, Florida. (If left blank, closing will take place in the county where the Property is located.) Closing may be conducted by mail or electronic means.

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

375. THIRD PARTY FINANCING:

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BUYER’S OBLIGATION: Within ______ days (5 days if left blank) after Effective Date, Buyer will apply for third party ﬁnancing in an

amount not to exceed ______% of the purchase price or $ ______________________, with a ﬁxed interest rate not to exceed ______%

per year or with an initial variable interest rate not to exceed ______%, with points or commitment or loan fees not to exceed ______%

of the principal amount, for a term of ______ years, and amortized over ______ years, with additional terms as follows: _____________

__________________________________________________________________________________________________________________.

Buyer will timely provide any and all credit, employment, ﬁnancial and other information reasonably required by any lender. Buyer will use good faith and reasonable diligence to (i) obtain Loan Approval within _____ days (45 days if left blank) from Effective Date

(Loan Approval Date), (ii) satisfy terms and conditions of the Loan Approval, and (iii) close the loan. Buyer will keep Seller and Broker fully informed about loan application status and authorizes the mortgage broker and lender to disclose all such information to Seller and Broker. Buyer will notify Seller immediately upon obtaining ﬁnancing or being rejected by a lender. CANCELATION: If Buyer, after using good faith and reasonable diligence, fails to obtain Loan Approval by Loan Approval Date, Buyer may within ______ days (3 days if left blank) deliver written notice to Seller stating Buyer either waives this ﬁnancing

contingency or cancels this Contract. If Buyer does neither, then Seller may cancel this Contract by delivering written notice to Buyer at any time thereafter. Unless this ﬁnancing contingency has been waived, this Contract shall remain subject to the satisfaction, by closing, of those conditions of Loan Approval related to the Property.

DEPOSIT(S) (for purposes of Paragraph 5 only): If Buyer has used good faith and reasonable diligence but does not obtain Loan Approval by Loan Approval Date and thereafter either party elects to cancel this Contract as set forth above or the lender fails or refuses to close on or before the Closing Date without fault on Buyer’s part, the Deposit(s) shall be returned to Buyer, whereupon both parties will be released from all further obligations under this Contract, except for obligations stated herein as surviving the termination of this Contract. If neither party elects to terminate this Contract as set forth above or Buyer fails to use good faith or reasonable diligence as set forth above, Seller will be entitled to retain the Deposit(s) if the transaction does not close.

6.TITLE: Seller has the legal capacity to and will convey marketable title to the Property by o statutory warranty deed

o other ________________________________________, free of liens, easements and encumbrances of record or known to Seller,

but subject to property taxes for the year of closing; covenants, restrictions and public utility easements of record; existing zoning and governmental regulations; and (list any other matters to which title will be subject) ______________________________________

________________________________________________________________________________________________________________

____________________________________________________________________________________________________________;

provided there exists at closing no violation of the foregoing and none of them prevents Buyer’s intended use of the Property as

_______________________________________________________________________________________________________________.

(a)Evidence of Title: The party who pays the premium for the title insurance policy will select the closing agent and pay for the title search and closing services. Seller will, at (check one) o Seller’s o Buyer’s expense and within _____ days o after Effective Date o or at least _____ days before Closing Date deliver to Buyer (check one)

o (i.) a title insurance commitment by a Florida licensed title insurer and, upon Buyer recording the deed, an owner’s policy in the amount of the purchase price for fee simple title subject only to exceptions stated above. If Buyer is paying for the evidence of title and Seller has an owner’s policy, Seller will deliver a copy to Buyer within 15 days after Effective Date.

o (ii.) an abstract of title, prepared or brought current by an existing abstract firm or certified as correct by an existing firm. However, if such an abstract is not available to Seller, then a prior owner’s title policy acceptable to the proposed insurer as a base for reissuance of coverage may be used. The prior policy will include copies of all policy exceptions and an update in a format acceptable to Buyer from the policy effective date and certified to Buyer or Buyer’s closing agent together with copies of all documents recited in the prior policy and in the update. If such an abstract or prior policy is not available to Seller then (i.) above will be the evidence of title.

(b)Title Examination: Buyer will, within 15 days from receipt of the evidence of title deliver written notice to Seller of title defects. Title will be deemed acceptable to Buyer if (1) Buyer fails to deliver proper notice of defects or (2) Buyer delivers proper written notice and Seller cures the defects within _____ days from receipt of the notice (“Curative Period”). If the defects are cured within the Curative Period, closing will occur within 10 days from receipt by Buyer of notice of such curing. Seller may elect not to cure defects if Seller reasonably believes any defect cannot be cured within the Curative Period. If the defects are not cured within the Curative Period, Buyer will have 10 days from receipt of notice of Seller’s inability to cure the defects to elect whether to terminate this Contract or accept title subject to existing defects and close the transaction without reduction in purchase price.

(c)Survey: (check applicable provisions below)

o Seller will, within _____ days from Effective Date, deliver to Buyer copies of prior surveys, plans, specifications, and engineering documents, if any, and the following documents relevant to this transaction: _______________________________

______________________________________________________________________________, prepared for Seller or in Seller’s

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

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possession, which show all currently existing structures. In the event this transaction does not close, all documents provided by Seller will be returned to Seller within 10 days from the date this Contract is terminated.

o Buyer will, at o Seller’s o Buyer’s expense and within the time period allowed to deliver and examine title evidence, obtain a current certified survey of the Property from a registered surveyor. If the survey reveals encroachments on the Property or that the improvements encroach on the lands of another, o Buyer will accept the Property with existing encroachments o such encroachments will constitute a title defect to be cured within the Curative Period.

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

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

100wear and tear excepted, and will maintain the landscaping and grounds in a comparable condition. Seller makes no warranties

101other than marketability of title. By accepting the Property “as is,” Buyer waives all claims against Seller for any defects in the

102Property. (Check (a) or (b))

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o (a) As Is: Buyer has inspected the Property or waives any right to inspect and accepts the Property in its “as is” condition.

o (b) Due Diligence Period: Buyer will, at Buyer’s expense and within _______ days from Effective Date (“Due Diligence

Period”), determine whether the Property is suitable, in Buyer’s sole and absolute discretion, for Buyer’s intended use and development of the Property as speciﬁed in Paragraph 6. During the Due Diligence Period, Buyer may conduct any tests, analyses, surveys and investigations (“Inspections”) which Buyer deems necessary to determine to Buyer’s satisfaction the Property’s engineering, architectural, environmental properties; zoning and zoning restrictions; ﬂood zone designation and restrictions; subdivision regulations; soil and grade; availability of access to public roads, water, and other utilities; consistency with local, state and regional growth management and comprehensive land use plans; availability of permits, government approvals and licenses; compliance with American with Disabilities Act; absence of asbestos, soil and ground water contamination; and other inspections that Buyer deems appropriate to determine the suitability of the Property for Buyer’s intended use and development. Buyer will deliver written notice to Seller prior to the expiration of the Due Diligence Period of Buyer’s determination of whether or not the Property is acceptable. Buyer’s failure to comply with this notice requirement will constitute acceptance of the Property in its present “as is” condition. Seller grants to Buyer, its agents, contractors and assigns, the right to enter the Property at any time during the Due Diligence Period for the purpose of conducting Inspections; provided, however, that Buyer, its agents, contractors and assigns enter the Property and conduct Inspections at their own risk. Buyer will indemnify and hold Seller harmless from losses, damages, costs, claims and expenses of any nature, including attorneys’ fees at all levels, and from liability to any person, arising from the conduct of any and all inspections or any work authorized by Buyer. Buyer will not engage in any activity that could result in a mechanic’s lien being ﬁled against the Property without Seller’s prior written consent. In the event this transaction does not close, (1) Buyer will repair all damages to the Property resulting from the Inspections and return the Property to the condition it was in prior to conduct of the Inspections, and

(2)Buyer will, at Buyer’s expense, release to Seller all reports and other work generated as a result of the Inspections. Should Buyer deliver timely notice that the Property is not acceptable, Seller agrees that Buyer’s deposit will be immediately returned to Buyer and the Contract terminated.

126(c) Walk-through Inspection: Buyer may, on the day prior to closing or any other time mutually agreeable to the parties,

127conduct a ﬁnal “walk-through” inspection of the Property to determine compliance with this paragraph and to ensure that all

128Property is on the premises.

1298. OPERATION OF PROPERTY DURING CONTRACT PERIOD: Seller will continue to operate the Property and any business

130conducted on the Property in the manner operated prior to Contract and will take no action that would adversely impact the

131Property, tenants, lenders or business, if any. Any changes, such as renting vacant space, that materially affect the Property or

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

1339. CLOSING PROCEDURE:

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

135provide keys, remote controls, and any security/access codes necessary to operate all locks, mailboxes, and security systems.

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

137recording fees for the deed. Seller will pay seller’s attorneys’ fees, taxes on the deed and recording fees for documents needed

138to cure title defects. If Seller is obligated to discharge any encumbrance at or prior to closing and fails to do so, Buyer may use

139purchase proceeds to satisfy the encumbrances.

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

141maintenance contracts that will be assumed by Buyer after the Closing Date and letters to each service contractor from Seller

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

143advising each of them of the sale of the Property and, if applicable, the transfer of its contract, and any assignable warranties or

144guarantees received or held by Seller from any manufacturer, contractor, subcontractor, or material supplier in connection with

145the Property; current copies of the condominium documents, if applicable; assignments of leases, updated rent roll; tenant and

146lender estoppel letters; assignments of permits and licenses; corrective instruments; and letters notifying tenants of the change

147in ownership/rental agent. If any tenant refuses to execute an estoppel letter, Seller will certify that information regarding the

148tenant’s lease is correct. If Seller is a corporation, Seller will deliver a resolution of its Board of Directors authorizing the sale

149and delivery of the deed and certiﬁcation by the corporate Secretary certifying the resolution and setting forth facts showing the

150conveyance conforms to the requirements of local law. Seller will transfer security deposits to Buyer. Buyer will provide the

151closing statement, mortgages and notes, security agreements, and ﬁnancing statements.

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

153assumed by Buyer, interest, rents, association dues, insurance premiums acceptable to Buyer, and operating expenses will be

154prorated through the day before closing. If the amount of taxes for the current year cannot be ascertained, rates for the previous

155year will be used with due allowance being made for improvements and exemptions. Any tax proration based on an estimate

156will, at request of either party, be readjusted upon receipt of current year’s tax bill; this provision will survive closing.

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

158by Seller. If a certiﬁed, conﬁrmed, or ratiﬁed special assessment is payable in installments, Seller will pay all installments due

159and payable on or before the Closing Date, with any installment for any period extending beyond the Closing Date prorated,

160and Buyer will assume all installments that become due and payable after the Closing Date. Buyer will be responsible for all

161assessments of any kind which become due and owing after Closing Date, unless an improvement is substantially completed as

162of Closing Date. If an improvement is substantially completed as of the Closing Date but has not resulted in a lien before closing,

163Seller will pay the amount of the last estimate of the assessment.

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

165Buyer agree to comply with Section 1445 of the Internal Revenue Code. Seller and Buyer will complete, execute, and deliver

166as directed any instrument, afﬁdavit, or statement reasonably necessary to comply with the FIRPTA requirements, including

167delivery of their respective federal taxpayer identiﬁcation numbers or Social Security Numbers to the closing agent. If Buyer

168does not pay sufﬁcient cash at closing to meet the withholding requirement, Seller will deliver to Buyer at closing the additional

169cash necessary to satisfy the requirement.

17010. ESCROW AGENT: Seller and Buyer authorize Escrow Agent (Agent) to receive, deposit, and hold funds and other property

171in escrow and, subject to collection, disburse them in accordance with the terms of this Contract. The parties agree that Agent

172will not be liable to any person for misdelivery of escrowed items to Seller or Buyer, unless the misdelivery is due to Agent’s willful

173breach of this Contract or gross negligence. If Agent has doubt as to Agent’s duties or obligations under this Contract, Agent may,

174at Agent’s option, (a) hold the escrowed items until the parties mutually agree to its disbursement or until a court of competent

175jurisdiction or arbitrator determines the rights of the parties or (b) deposit the escrowed items with the clerk of the court having

176jurisdiction over the matter and ﬁle an action in interpleader. Upon notifying the parties of such action, Agent will be released from

177all liability except for the duty to account for items previously delivered out of escrow. If Agent is a licensed real estate broker,

178Agent will comply with Chapter 475, Florida Statutes. In any suit in which Agent interpleads the escrowed items or is made a party

179because of acting as Agent hereunder, Agent will recover reasonable attorney’s fees and costs incurred, with these amounts to be

180paid from and out of the escrowed items and charged and awarded as court costs in favor of the prevailing party.

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11.CURE PERIOD: Prior to any claim for default being made, a party will have an opportunity to cure any alleged default. If a party fails to comply with any provision of this Contract, the other party will deliver written notice to the non-complying party specifying the non-compliance. The non-complying party will have _____ days (5 days if left blank) after delivery of such notice to cure the non-compliance.

18512. RETURN OF DEPOSIT: Unless otherwise speciﬁed in the Contract, in the event any condition of this Contract is not met

186and Buyer has timely given any required notice regarding the condition having not been met, Buyer’s deposit will be returned in

187accordance with applicable Florida laws and regulations.

18813. DEFAULT:

189(a) In the event the sale is not closed due to any default or failure on the part of Seller other than failure to make the title

190marketable after diligent effort, Buyer may either (1) receive a refund of Buyer’s deposit(s) or (2) seek speciﬁc performance. If

191Buyer elects a deposit refund, Seller will be liable to Broker for the full amount of the brokerage fee.

192(b) In the event the sale is not closed due to any default or failure on the part of Buyer, Seller may either (1) retain all deposit(s)

193paid or agreed to be paid by Buyer as agreed upon liquidated damages, consideration for the execution of this Contract, and

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

195in full settlement of any claims, upon which this Contract will terminate or (2) seek speciﬁc performance. If Seller retains the

196deposit, Seller will pay the Brokers named in Paragraph 20 ﬁfty percent of all forfeited deposits retained by Seller (to be split

197equally among the Brokers) up to the full amount of the brokerage fee.

19814. ATTORNEY’S FEES AND COSTS: In any claim or controversy arising out of or relating to this Contract, the prevailing party,

199which for purposes of this provision will include Buyer, Seller and Broker, will be awarded reasonable attorneys’ fees, costs, and

200expenses.

20115. NOTICES: All notices will be in writing and may be delivered by mail, personal delivery, or electronic means. Parties agree to

202send all notices to addresses speciﬁed on the signature page(s). Any notice, document, or item given by or delivered to an attorney

203or real estate licensee (including a transaction broker) representing a party will be as effective as if given by or delivered to that party.

20416. DISCLOSURES:

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

206provides that when a broker has earned a commission by performing licensed services under a brokerage agreement with you,

207the broker may claim a lien against your net sales proceeds for the broker’s commission. The broker’s lien rights under the act

208cannot be waived before the commission is earned.

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

210imposed by a public body. (A public body includes a Community Development District.) Such liens, if any, shall be paid as set

211forth in Paragraph 9.(e).

212(c) Radon Gas: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufﬁcient quantities,

213may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines

214have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your

215county public health unit.

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

217553.996, Florida Statutes.

21817. RISK OF LOSS:

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

220loss and Buyer may cancel this Contract without liability and the deposit(s) will be returned to Buyer. Alternatively, Buyer will

221have the option of purchasing the Property at the agreed upon purchase price and Seller will transfer to Buyer at closing any

222insurance proceeds, or Seller’s claim to any insurance proceeds payable for the damage. Seller will cooperate with and assist

223Buyer in collecting any such proceeds.

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

225domain, or proceedings for such taking will be pending or threatened, Buyer may cancel this Contract without liability and the

226deposit(s) will be returned to Buyer. Alternatively, Buyer will have the option of purchasing what is left of the Property at the

227agreed upon purchase price and Seller will transfer to the Buyer at closing the proceeds of any award, or Seller’s claim to any

228award payable for the taking. Seller will cooperate with and assist Buyer in collecting any such award.

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18.ASSIGNABILITY; PERSONS BOUND: This Contract may be assigned to a related entity, and otherwise o is not assignable o is assignable. The terms “Buyer,” “Seller” and “Broker” may be singular or plural. This Contract is binding upon Buyer, Seller and their heirs, personal representatives, successors and assigns (if assignment is permitted).

23219. MISCELLANEOUS: The terms of this Contract constitute the entire agreement between Buyer and Seller. Modiﬁcations of

233this Contract will not be binding unless in writing, signed and delivered by the party to be bound. Signatures, initials, documents

234referenced in this Contract, counterparts and written modiﬁcations communicated electronically or on paper will be acceptable

235for all purposes, including delivery, and will be binding. Handwritten or typewritten terms inserted in or attached to this Contract

236prevail over preprinted terms. If any provision of this Contract is or becomes invalid or unenforceable, all remaining provisions will

237continue to be fully effective. This Contract will be construed under Florida law and will not be recorded in any public records.

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

23920. BROKERS: Neither Seller nor Buyer has used the services of, or for any other reason owes compensation to, a licensed real

240estate Broker other than:

241*	(a) Seller’s Broker: ____________________________________________________________________________________________,
242	(Company Name)	(Licensee)
243*	______________________________________________________________________________________________________________,
244	(Address, Telephone, Fax, E-mail)
245*	who o is a single agent o is a transaction broker o has no brokerage relationship and who will be compensated by o Seller
246*	o Buyer o both parties pursuant to o a listing agreement o other (specify) _____________________________________________
247*	______________________________________________________________________________________________________________
248*	(b) Buyer’s Broker: ___________________________________________________________________________________________,
249	(Company Name)	(Licensee)
250*	______________________________________________________________________________________________________________,
251	(Address, Telephone, Fax, E-mail)
252*	who o is a single agent o is a transaction broker o has no brokerage relationship and who will be compensated by o Seller’s
253*	Broker o Seller o Buyer o both parties pursuant to o an MLS offer of compensation o other (specify)
254*	______________________________________________________________________________________________________________

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

256introductions, consultations, and negotiations resulting in this transaction. Seller and Buyer agree to indemnify and hold Broker

257harmless from and against losses, damages, costs and expenses of any kind, including reasonable attorneys’ fees at all levels,

258and from liability to any person, arising from (1) compensation claimed which is inconsistent with the representation in this

259Paragraph, (2) enforcement action to collect a brokerage fee pursuant to Paragraph 10, (3) any duty accepted by Broker at the

260request of Seller or Buyer, which is beyond the scope of services regulated by Chapter 475, Florida Statutes, as amended, or (4)

261recommendations of or services provided and expenses incurred by any third party whom Broker refers, recommends, or retains

262for or on behalf of Seller or Buyer.

26321. OPTION (Check if any of the following clauses are applicable and are attached as an addendum to this Contract):

264*	o Arbitration	o Seller Warranty	o Existing Mortgage
265*	o Section 1031 Exchange	o Coastal Construction Control Line	o Buyer’s Attorney Approval
266*	o Property Inspection and Repair	o Flood Area Hazard Zone	o Seller’s Attorney Approval
267*	o Seller Representations	o Seller Financing	o Other ___________________________

26822. ADDITIONAL TERMS:

269*	________________________________________________________________________________________________________________
270*	________________________________________________________________________________________________________________
271*	________________________________________________________________________________________________________________
272*	________________________________________________________________________________________________________________
273*	________________________________________________________________________________________________________________
274*	________________________________________________________________________________________________________________
275*	________________________________________________________________________________________________________________
276*	________________________________________________________________________________________________________________
277*	________________________________________________________________________________________________________________
278*	________________________________________________________________________________________________________________

279THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK THE ADVICE

280OF AN ATTORNEY PRIOR TO SIGNING. BROKER ADVISES BUYER AND SELLER TO VERIFY ALL FACTS AND

281REPRESENTATIONS THAT ARE IMPORTANT TO THEM AND TO CONSULT AN APPROPRIATE PROFESSIONAL

282FOR LEGAL ADVICE (FOR EXAMPLE, INTERPRETING CONTRACTS, DETERMINING THE EFFECT OF LAWS ON

283THE PROPERTY AND TRANSACTION, STATUS OF TITLE, FOREIGN INVESTOR REPORTING REQUIREMENTS,

284ETC.) AND FOR TAX, PROPERTY CONDITION, ENVIRONMENTAL AND OTHER ADVICE. BUYER ACKNOWLEDGES

285THAT BROKER DOES NOT OCCUPY THE PROPERTY AND THAT ALL REPRESENTATIONS (ORAL, WRITTEN OR

286OTHERWISE) BY BROKER ARE BASED ON SELLER REPRESENTATIONS OR PUBLIC RECORDS UNLESS BROKER

287INDICATES PERSONAL VERIFICATION OF THE REPRESENTATION. BUYER AGREES TO RELY SOLELY ON SELLER,

288PROFESSIONAL INSPECTORS AND GOVERNMENTAL AGENCIES FOR VERIFICATION OF THE PROPERTY CONDITION,

289SQUARE FOOTAGE AND FACTS THAT MATERIALLY AFFECT PROPERTY VALUE.

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

291Each person signing this Contract on behalf of a party that is a business entity represents and warrants to the other party that

292such signatory has full power and authority to enter into and perform this Contract in accordance with its terms and each person

293executing this Contract and other documents on behalf of such party has been duly authorized to do so.

294*	_________________________________________________________	Date: ______________________________________________
295	(Signature of Buyer)
296*	_________________________________________________________	Tax ID No.: _________________________________________
297	(Typed or Printed Name of Buyer)
298*	Title: ____________________________________________________	Telephone: _________________________________________
299*	_________________________________________________________	Date: ______________________________________________
300	(Signature of Buyer)
301*	_________________________________________________________	Tax ID No.: _________________________________________
302	(Typed or Printed Name of Buyer)
303*	Title: ____________________________________________________	Telephone: _________________________________________
304*	Buyer’s Address for purpose of notice: _____________________________________________________________________________
305*	Facsimile: ________________________________________________	E-mail:_____________________________________________
306*	_________________________________________________________	Date: ______________________________________________

307(Signature of Seller)

308*	_________________________________________________________	Tax ID No.: _________________________________________
309	(Typed or Printed Name of Seller)
310*	Title: ____________________________________________________	Telephone: _________________________________________
311*	_________________________________________________________	Date: ______________________________________________
312	(Signature of Seller)
313*	_________________________________________________________	Tax ID No.: _________________________________________
314	(Typed or Printed Name of Seller)
315*	Title: ____________________________________________________	Telephone: _________________________________________
316*	Seller’s Address for purpose of notice: ______________________________________________________________________________
317*	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.

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

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Document Attributes

Fact Name	Description
Governing Law	This contract will be construed under Florida law.
Title Transfer	Seller has the legal capacity to and will convey marketable title to the Property through either a statutory warranty deed or another form, free of liens and encumbrances, but subject to certain exceptions such as property taxes for the year of closing, existing zoning, and specific outlined matters.
Risk of Loss	If the Property is damaged or part of it is taken under the right of eminent domain after the Effective Date but before closing, the Seller bears the risk of loss. The Buyer may cancel the contract without liability or choose to proceed with the purchase under adjusted terms.
Escrow	Funds and other items of value are to be held in escrow by an authorized Escrow Agent, as per the terms agreed in the contract. The Escrow Agent's role includes ensuring the secure holding and, subject to collection, the eventual disbursement of these assets according to the contract's terms.
Due Diligence Period	The Buyer is granted a specific period from the Effective Date to conduct various inspections and determine the Property’s suitability for the Buyer’s intended use and development. If the Property does not meet the Buyer’s requirements, they may cancel the contract, resulting in the deposit being returned.
Closing Procedure and Cost Allocation	The Seller and Buyer are responsible for specific closing costs. The Seller typically covers costs associated with ensuring a clear title and any taxes or fees for discharging encumbrances prior to closing, while the Buyer covers costs related to the deed’s recording, financing statements, and related attorney fees.

How to Fill Out Florida Commercial Contract

Filling out the Florida Commercial Contract form is a critical step in the process of buying or selling commercial property in Florida. This form, created by the Florida Association of REALTORS®, outlines the agreement between the buyer and seller regarding the terms and conditions of the sale. Completing this form accurately and comprehensively is crucial to ensure the transaction proceeds smoothly and both parties are protected. Follow these steps to fill out the form:

Enter the names of the buyer and seller in the spaces provided at the beginning of the form, identifying the parties involved in the transaction.
Fill in the street address and legal description of the property being sold. This information should be precise to avoid any confusion about what property is being transferred.
List any personal property that is included in the sale. Personal property may include items like furniture, equipment, or other movable items specific to the transaction.
Specify the purchase price of the property manually in the space provided.
Detail any deposit amounts, including any held in escrow. Identify the escrow agent, including their address and phone number.
Outline the schedule for any additional deposits to be made to the Escrow Agent, including amounts and due dates.
Describe the total financing for the purchase, if applicable, and indicate any other contributions to the purchase price.
Specify the closing date and location. The closing date is when the transaction is finalized, and the location is where it will take place, which, if not specified, defaults to the county where the property is located.
For third-party financing, fill in the details of the buyer’s obligation, including application timelines, interest rates, and terms of the loan. Also, include any clauses related to cancellation due to financing issues.
Include information about the title, such as who will convey it and the associated conditions. Also, specify the process for evidence of title, title examination, and any surveys required.
Describe the condition of the property and any agreements regarding property inspections or “as is” purchase acceptance.
Note any operations or changes to the property during the contract period that requires buyer consent.
Detailed closing procedures, possession and costs responsibilities, documents necessary for closing, and tax prorations.
Complete information regarding the escrow agent and any specific terms related to the escrow process.
Include any periods provided for curing defaults and the process for the return of deposits if conditions are not met.
Outline the procedures in case of default by either party and the resulting consequences.
Clarify any terms regarding attorney's fees and costs in case of disputes arising from the contract.
Ensure that all notices, including their method of delivery, are specified according to the contract requirements.
Review the disclosures section, including any applicable laws and rights related to commission liens, radon gas, and special assessments.
Understand the provisions regarding risk of loss due to damage or condemnation of the property before closing.
Check the assignability of the contract and confirm the contract’s binding effect on heirs, personal representatives, successors, and assigns.
Ensure all miscellaneous terms, including the entire agreement, modificability, and governing law preferences, are reviewed and understood.
Both buyer and seller should acknowledge receipt of each page of the contract by initialing in the spaces provided.

Completing the Florida Commercial Contract requires careful attention to detail and a thorough understanding of the terms and conditions outlined in the agreement. Ensuring that all parts of the form are filled out correctly and completely is essential for a successful real estate transaction.

More About Florida Commercial Contract

What is the purpose of the Florida Commercial Contract form?

This form is used to outline the agreement between a buyer and a seller in the transaction of commercial property in Florida. It details the terms and conditions under which the property will be sold, including the purchase price, deposits, closing date, title transfer, and obligations of both parties.
Who needs to sign the Florida Commercial Contract?

Both the buyer and the seller of the commercial property need to sign the contract. Their signatures indicate that they agree to the terms and conditions stated in the document.
What is meant by "as is" condition in the contract?

By accepting the property "as is", the buyer agrees to take the property in its current state without holding the seller responsible for any defects. This clause waives the buyer's right to claims against the seller for any issues with the property's condition.
How are deposits handled according to this contract?

Deposits are held in escrow by an Escrow Agent until the closing. They are subject to actual and final collection and will be credited to the purchase price at closing. If the buyer fails to follow through on purchasing the property under certain conditions, deposits may be returned or kept as outlined in the contract.
What is the process if the buyer cannot obtain financing?

If the buyer, after reasonable diligence, cannot secure financing by the specified Loan Approval Date, they may cancel the contract under certain conditions. If the contract is canceled due to financing issues, the deposit(s) will be returned to the buyer, and both parties are released from further obligations, except those that survive termination of the contract.
How is the closing date determined?

The closing date is agreed upon in the contract and can be extended under specific provisions. It is the final step in the transaction, where the property officially changes hands from the seller to the buyer.
What happens if there are title defects?

The buyer has the right to notify the seller of any title defects within 15 days of receiving title evidence. The seller then has a specified period to cure these defects. If the defects are not cured, the buyer can choose to terminate the contract or proceed with the purchase with the defects uncured.
Can the buyer conduct inspections on the property?

Yes, during the Due Diligence Period, the buyer can conduct various inspections at their expense to determine the property's suitability for their intended use. If the property is found unacceptable, the buyer can terminate the contract and receive their deposit back.
What are the closing costs and who pays them?

Closing costs include fees related to the transaction, taxes, and other expenses. The contract specifies which costs are paid by the buyer and which are paid by the seller. Generally, the seller pays for items necessary to clear title, and the buyer pays for financing-related costs.
What does the contract say about risk of loss before closing?

If the property is damaged by fire or another casualty before closing, the seller bears the risk of loss. The buyer may choose to cancel the contract without liability, or proceed with the purchase and receive any insurance proceeds for the damage at closing.

Common mistakes

Failing to properly identify the parties and the property involved by not providing complete names and addresses or legal descriptions of the property. This can lead to confusion about the property being bought or sold.
Incorrectly stating the purchase price or not clearly understanding the terms related to the deposit and additional payments. This mistake can affect the total cost and the terms of the agreement.
Overlooking the section on time for acceptance and effective date, which can result in missing critical deadlines, thereby jeopardizing the contract.
Misunderstanding the financing terms outlined in the contract or failing to accurately complete the financing conditions. This error could lead to issues securing the necessary funds for the purchase.
Neglecting to thoroughly review or fulfill the title and survey requirements, leading to potential disputes or issues with property rights after the sale.
Ignoring or misunderstanding the conditions related to the property's condition and the responsibilities for repairs and maintenance. This oversight could result in unexpected costs or disputes.
Not correctly addressing the stipulations regarding the operation of the property during the contract period, which can lead to conflicts over changes made by the seller or the state of the business being sold with the property.
Forgetting to comply with specific procedures for closing, possession, and escrow, possibly delaying or invalidating the transaction.

Assuming all responsibility for risk of loss or damage to the property without considering the contract's provisions, potentially overlooking the seller's obligations.
Omitting or inaccurately completing sections related to FIRPTA, taxes, assessments, and closing costs, which can lead to financial discrepancies and legal issues post-closing.
Underestimating the importance of the contract's default, dispute resolution, and notice provisions, risking unpreparedness in the event of disagreements or legal challenges.
Overlooking the contract's assignability and the binding effect on heirs, personal representatives, successors, and assigns, which can affect future rights or responsibilities related to the property.

Documents used along the form

When navigating the complex terrain of commercial real estate transactions in Florida, the Florida Commercial Contract form serves as a central document outlining the agreement's specifics between the buyer and seller. However, to complete a thorough and legally sound transaction, several other forms and documents often come into play, ensuring clarity, compliance, and protection for all parties involved.

Title Insurance Commitment: This serves as a promise from a title company to issue a title insurance policy after the closing, protecting against past issues affecting the property’s title.
Bill of Sale: Used to transfer ownership of personal property (e.g., fixtures, equipment) from the seller to the buyer, detailing the items included in the sale.
Property Survey: A detailed drawing showing the property’s boundaries, structures, and improvements. It helps verify acreage and ensures no encroachments on the property.
Environmental Assessment Reports: These reports evaluate the environmental condition of the property, identifying potential contamination or hazardous materials.
Zoning Compliance Certificates: Verify the property's compliance with local zoning laws, which dictate permissible uses, building sizes, and placement on the lot.
Estoppel Certificates from Tenants: Confirm the status of leases, the absence of defaults, and the terms of tenancy agreements for properties with existing tenants.
Loan Documents: For transactions involving financing, loan documents outline the terms of the mortgage or loan secured by the property, including payment schedules, interest rates, and covenants.
Closing Statement: A comprehensive itemization of all the credits and debits to the buyer and seller, including the purchase price, adjustments, fees, and closing costs.

Understanding and correctly utilizing these additional documents can greatly enhance the smooth execution of a commercial property transaction. They complement the Florida Commercial Contract by providing necessary detail and legal protection, ensuring that both buyers and sellers are fully aware of their rights and obligations, thereby facilitating a more secure and efficient closing process.

Similar forms

Residential Real Estate Sale Agreement: Similar to the Florida Commercial Contract, a Residential Real Estate Sale Agreement outlines the terms and conditions under which a residential property will be sold, including purchase price, closing conditions, and disclosures. The primary difference lies in the nature of the property—commercial versus residential. Yet, both documents serve to legally bind parties to the terms of a property sale and include detailed provisions regarding financing, inspections, and closing arrangements.
Lease Agreement: While a Lease Agreement pertains to the rental rather than the sale of property, it shares similarities with the Florida Commercial Contract in terms of specifying terms related to the property use. Both documents outline responsibilities regarding property condition, maintenance, and use restrictions. They ensure that both parties agree to specific terms governing the utilization of the property, be it through leasing or ownership transfer.
Option to Purchase Agreement: This type of agreement grants the lessee the option to purchase the leased property, blending elements of lease and sale agreements. Like the Florida Commercial Contract, it details property descriptions, purchase conditions, and pricing. Both documents are structured to delineate the process and conditions under which a property transaction can be executed, offering a pathway from renting to buying.
Land Purchase Agreement: Focused on the acquisition of undeveloped land, a Land Purchase Agreement covers similar ground as the Florida Commercial Contract by including terms about the purchase price, legal description of the property, and closing details. Both contracts are essential for ensuring a clear agreement on the transaction's specifics, including adjustments, prorations, and due diligence performed by the buyer.
Development Agreement: A Development Agreement is used when a property is intended for development, laying out terms related to the project to be undertaken. Although its scope includes construction and development obligations, it echoes the Florida Commercial Contract in terms of providing a legal framework for the use and development of property, including zoning compliance, environmental assessments, and other preconditions for development.
Escrow Agreement: This agreement outlines the holding and disbursal of funds or property by a third party pending the fulfillment of conditions, as seen in the escrow terms of the Florida Commercial Contract. Both ensure that assets are protected and requirements met before transactions are finalized, offering a secure pathway for transferring ownership under agreed terms.
Brokerage Agreement: These agreements between property sellers (or buyers) and real estate brokers outline the terms under which property will be marketed or sought, including commissions and specific duties. The Florida Commercial Contract similarly involves brokerage services, potentially detailing brokers' roles and compensation in commercial property transactions, thus ensuring that all parties' contributions and rewards are clearly defined.

Dos and Don'ts

When filling out the Florida Commercial Contract form, attention to detail and accuracy are paramount. The following list outlines the dos and don'ts to ensure a smooth transaction process.

Do thoroughly review the entire contract before starting to fill it out, ensuring you understand all terms and conditions.
Do provide complete and accurate information about the parties involved in the transaction, including full legal names and contact details.
Do accurately describe the property in question, paying special attention to the street address, legal description, and any personal property included in the sale.
Do clearly detail the purchase price, including any deposits, financing terms, and adjustments or prorations to be credited at closing.
Don't leave any sections blank. If certain sections or clauses do not apply, write "N/A" (not applicable) to demonstrate that they were considered and intentionally left uncompleted.
Don't guess or estimate figures or legal descriptions. Verify all information for accuracy before entering it into the contract to prevent disputes or misunderstandings later.
Don't sign the contract without ensuring that all parties understand their rights and obligations as stipulated. It's critical to clear up any questions or concerns before moving forward.
Don't neglect to specify deadlines accurately, such as the time for acceptance, closing date, and any other pertinent time-sensitive conditions. Misinterpretations can lead to legal complications.

By adhering to these guidelines, you can help avoid common pitfalls and facilitate a faster, more efficient transaction process.

Misconceptions

When dealing with the Florida Commercial Contract form, misconceptions can easily arise due to its complexity and the specific nature of commercial real estate transactions. It's important to clear up these misunderstandings to ensure both buyers and sellers navigate these processes with a clear understanding.

Misconception 1: The deposit is non-refundable in all circumstances. Many individuals mistakenly believe that once a deposit is made on a commercial property, it cannot be recovered under any circumstances. However, the contract outlines specific conditions under which the deposit can be refunded, such as failure to obtain financing by a certain date or dissatisfaction with the due diligence findings within the agreed period.
Misconception 2: "As is" means buyers accept any and all property defects. While the term "as is" does indicate that the buyer accepts the property in its current condition, this does not waive their right to conduct inspections. During the due diligence period, buyers have the right to fully inspect the property and may decide to proceed, renegotiate, or back out based on the findings.
Misconception 3: Sellers have no obligations after signing the contract. Sellers are under several obligations to ensure the property's condition remains as agreed upon during the contract period. They must continue to operate any existing businesses on the property as before, maintain the property's condition, and not make unapproved changes that could affect the buyer's intended use or the property's value.
Misconception 4: The contract terms are non-negotiable. Every aspect of the Florida Commercial Contract can be subject to negotiation between the buyer and seller. This includes purchase price, deposit amounts, financing terms, due diligence periods, and closing dates. A mutual agreement is essential, and both parties have the opportunity to negotiate terms that align with their interests and intentions.

Understanding these misconceptions and clarifying them is vital to ensure that both parties proceed with a clear and accurate understanding of their rights and obligations under the Florida Commercial Contract. This not only facilitates smoother transactions but also helps in avoiding potential disputes and misunderstandings.

Key takeaways

Understanding the Florida Commercial Contract form is critical for anyone involved in commercial real estate transactions within the state. Here are five key takeaways:

Parties to the contract, including the buyer and the seller, are clearly identified at the onset, alongside a comprehensive description of the property being transacted. This includes not only the street address and legal description but also any personal property included in the sale.
The contract outlines specific financial terms, including the purchase price, deposit amounts, and the handling of these deposits. It also details the payment method for the balance at closing, highlighting the importance of understanding financial obligations and how they are to be met.
A timeframe for acceptance of the offer is set, establishing a clear deadline for when the offer becomes void if not accepted. This section emphasizes the significance of timing in real estate transactions and the concept of an "Effective Date" which is critical for the computation of time periods throughout the agreement.
The contract specifies conditions under which the closing date can be extended, such as insurance underwriting suspensions, and delineates responsibilities of both buyer and seller up to and including the closing date. Closing location, responsibilities for costs, and documentation requirements are also defined, underlining the logistical and financial prep work required for closing.
Risk of loss and the condition of the property at the time of sale are addressed, with stipulations for handling any damages occurring before closing. This segment ensures both parties are aware of their rights and obligations should the property suffer fire, casualty, or condemnation prior to the transfer of ownership.

For anyone navigating the complexities of a commercial real estate purchase or sale in Florida, understanding these elements of the Florida Commercial Contract is of paramount importance. The contract not only outlines the agreement's terms and conditions but also provides a framework for the transaction's successful completion.

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