Innovative Food Holdings Inc 8-K, filed Feb 16, 2024
Innovative Food Holdings Inc (IVFH)
About this 8-K
Innovative Food Holdings Inc filed this 8-K on February 16, 2024.
Items reported
- Item 2.01: Completed an acquisition or sale of assets
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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| (Exact name of registrant as specified in its charter) |
| | | |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
| | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Item 2.01. |
Completion of Acquisition or Disposition of Assets. |
On February 14, 2024, Innovative Food Holdings, Inc., a Florida corporation (the “Company”), closed on the sale of its warehouse located at 28411 Race Track Road, Bonita Springs FL 34135 (the “Warehouse”) to Tag Media Group LLC, dba “Gulf Coast Aluminum” (“Gulf Coast Aluminum”, and together with the Company, the “Parties”). The Warehouse consists of approximately 1.1 acres of land and close to 10,000 square feet of combined office and warehouse space. Pursuant to a purchase and sale agreement between the Parties dated December 12, 2023 (the “Purchase Agreement”), the Company agreed to sell the Warehouse, certain warehouse racking, and a forklift to Gulf Coast Aluminum for a total purchase price of $2,455,000.00, prior to customary closing costs. The Company received approximately $1.9 million in net proceeds from the transaction.
The Purchase Agreement contains customary representations, warranties, and covenants of the Parties. The foregoing description of the terms of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to such agreement, which is filed herewith as Exhibit 2.1 and incorporated herein by reference.
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Item 9.01. |
Financial Statements and Exhibits |
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(d) |
Exhibits |
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Exhibit |
Description |
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2.1 |
Purchase Agreement by and between the Company and Gulf Coast Aluminum, dated December 12, 2023 |
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104 |
Cover Page Interactive Data File (formatted as Inline XBRL) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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INNOVATIVE FOOD HOLDINGS, INC. |
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Dated: February 16, 2024 |
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By: /s/ Robert William Bennett Robert William Bennett |
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Chief Executive Officer and Director (Principal Executive Officer) |
Exhibit 2.1
Commercial, LLC
Commercial Contract
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1 |
1. PARTIES AND PROPERTY: Tag Media Group LLC, dba “Gulf Coast Aluminum” ("Buyer") |
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2 |
agrees to buy and Innovative Food Holdings, Inc. ("Seller") |
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agrees to sell the property at: |
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Street Address: 28411 RACE TRACK RD BONITA SPRINGS FL 34135 |
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Legal Description: See Exhibit A. |
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and the following Personal Property: Warehouse Racking and Forklift. |
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(all collectively referred to as the "Property") on the terms and conditions set forth below. |
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2. PURCHASE PRICE: $ 2,455,000.00 |
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(a) Deposit held in escrow by: Tom Gunderson - Henderson, Franklin, Starnes & Holt, P.A. $ 25,000.00 |
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("Escrow Agent") (checks are subject to actual and final collection) |
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Escrow Agent's address: 1715 Monroe St. Fort Myers, FL 33901 Phone: (239) 344-1127 |
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(b) Additional deposit to be made to Escrow Agent |
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☐ within N/A days (3 days, if left blank) after completion of Due Diligence Period or |
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☐ within N/A days after Effective Date N/A $ N/A |
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(c) Additional deposit to be made to Escrow Agent |
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☐ within N/A days (3 days, if left blank) after completion of Due Diligence Period or |
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☐ within N/A days after Effective Date $ N/A |
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(d) Total financing (see Paragraph 5) N/A $ N/A |
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(e) Other N/A $ N/A |
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(f) All deposits will be credited to the purchase price at closing. |
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Balance to close, subject to adjustments and prorations, to be paid |
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via wire transfer. $ 2,430,000.00 |
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For the purposes of this paragraph, "completion" means the end of the Due Diligence Period or upon delivery of |
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Buyer's written notice of acceptability. |
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3. TIME FOR ACCEPTANCE; EFFECTIVE DATE; COMPUTATION OF TIME: Unless this offer is signed by Seller |
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and Buyer and an executed copy delivered to all parties on or before December 12, 2023 , this offer |
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will be withdrawn and the Buyer's deposit, if any, will be returned. The time for acceptance of any counter offer will be |
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3 days from the date the counter offer is delivered. The "Effective Date" of this Contract is the date on which the |
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last one of the Seller and Buyer has signed or initialed and delivered this offer or the final counter offer or |
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December 12, 2023 . Calendar days will be used when computing time periods, except time periods of 5 |
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days or less. Time periods of 5 days or less will be computed without including Saturday, Sunday, or national legal |
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holidays. Any time period ending on a Saturday, Sunday, or national legal holiday will extend until 5:00 p.m. of the next |
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business day. Time is of the essence in this Contract. |
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4. CLOSING DATE AND LOCATION: |
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(a) Closing Date: This transaction will be closed on 15 Days after Due Diligence Period Expires (Closing Date), unless |
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specifically extended by other provisions of this Contract. The Closing Date will prevail over all other time periods |
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including, but not limited to, Financing and Due Diligence periods. In the event insurance underwriting is suspended |
Buyer ( 
) ( ) and Seller ( 
) ( ) acknowledge receipt of a copy of this page, which is Page 1 of 8 Pages.
| CC-5x Rev. 7/23 | ©2023 Florida Realtors® |
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Software and added formatting © 2023 Alta Star Software, all rights reserved. • www.altastar.com • (877) 279-8898
|
41 |
on Closing Date and Buyer is unable to obtain property insurance, Buyer may postpone closing up to 5 days after |
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the insurance underwriting suspension is lifted. |
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(b) Location: Closing will take place in Lee County, Florida. (If left blank, closing will take place in the |
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county where the property is located.) Closing may be conducted by mail or electronic means. |
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5. THIRD PARTY FINANCING: |
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BUYER'S OBLIGATION: On or before 5 days (5 days if left blank) after Effective Date, Buyer will apply for third |
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party financing in an amount not to exceed 80 % of the purchase price or $ 1,964,000.00 , with a fixed |
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interest rate not to exceed N/A % per year with an initial variable interest rate not to exceed N/A %, with points or |
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commitment or loan fees not to exceed _N/A% of the principal amount, for a term of N/A years, and amortized |
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over N/A years, with additional terms as follows: |
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N/A . |
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Buyer will timely provide any and all credit, employment, financial and other information reasonably required by any |
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lender. Buyer will use good faith and reasonable diligence to (i) obtain Loan Approval within 45 days (45 days if left |
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blank) from Effective Date (Loan Approval Date), (ii) satisfy terms and conditions of the Loan Approval, and (iii) close |
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the loan. Buyer will keep Seller and Broker fully informed about loan application status and authorizes the mortgage |
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broker and lender to disclose all such information to Seller and Broker. Buyer will notify Seller immediately upon |
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obtaining financing or being rejected by a lender. CANCELLATION: If Buyer, after using good faith and reasonable |
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diligence, fails to obtain Loan Approval by Loan Approval Date, Buyer may within 3 days (3 days if left blank) |
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deliver written notice to Seller stating Buyer either waives this financing contingency or cancels this Contract. |
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If Buyer does neither, then Seller may cancel this Contract by delivering written notice to Buyer at any time thereafter. |
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Unless this financing contingency has been waived, this Contract shall remain subject to the satisfaction, by closing, of |
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those conditions of Loan Approval related to the Property. DEPOSIT(S) (for purposes of Paragraph 5 only): If Buyer |
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has used good faith and reasonable diligence but does not obtain Loan Approval by Loan Approval Date and |
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thereafter either party elects to cancel this Contract as set forth above or the lender fails or refuses to close on or |
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before the Closing Date without fault on Buyer's part, the Deposit(s) shall be returned to Buyer, whereupon both |
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parties will be released from all further obligations under this Contract, except for obligations stated herein as surviving |
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the termination of this Contract. If neither party elects to terminate this Contract as set forth above or Buyer fails to use |
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good faith or reasonable diligence as set forth above, Seller will be entitled to retain the Deposit(s) if the transaction |
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does not close. For purposes of this Contract, "Loan Approval" means a statement by the lender setting forth the terms |
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and conditions upon which the lender is willing to make a particular mortgage loan to a particular buyer. Neither a pre- |
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approval letter not a prequalification letter shall be deemed a Loan Approval for purposes of this Contract. |
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6. TITLE: Seller has the legal capacity to and will convey marketable title to the Property by ☒ statutory warranty |
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deed ☐ special warranty deed ☐ other , free of liens, easements and |
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encumbrances of record or known to Seller, but subject to property taxes for the year of closing; covenants, |
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restrictions and public utility easements of record; existing zoning and governmental regulations; and (list any other |
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matters to which title will be subject) |
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; |
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provided there exists at closing no violation of the foregoing and none of them prevents Buyer's intended use of the |
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Property as Office and Operations for Pool Enclosure Company . |
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(a) Evidence of Title: The party who pays the premium for the title insurance policy will select the closing agent |
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and pay for the title search and closing services. Seller will, at (check one) ☐ Seller's ☒ Buyer's expense and |
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within 5 days after Effective Date or at least days before Closing Date deliver to Buyer (check one) |
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☒ (i) a title insurance commitment by a Florida licensed title insurer setting forth those matters to be discharged by |
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Seller at or before Closing and, upon Buyer recording the deed, an owner's policy in the amount of the purchase |
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price for fee simple title subject only to exceptions stated above. If Buyer is paying for the evidence of title and |
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Seller has an owner's policy, Seller will deliver a copy to Buyer within 15 days after Effective Date. (ii.) an |
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abstract of title, prepared or brought current by an existing abstract firm or certified as correct by an existing firm. |
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However, if such an abstract is not available to Seller, then a prior owner's title policy acceptable to the proposed |
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insurer as a base for reissuance of coverage may be used. The prior policy will include copies of all policy |
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exceptions and an update in a format acceptable to Buyer from the policy effective date and certified to Buyer or |
Buyer ( ) ( ) and Seller ( ) ( ) acknowledge receipt of a copy of this page, which is Page 2 of 8 Pages.
| CC-5x Rev. 7/23 | ©2023 Florida Realtors® |
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Software and added formatting © 2023 Alta Star Software, all rights reserved. • www.altastar.com • (877) 279-8898
|
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Buyer's closing agent together with copies of all documents recited in the prior policy and in the update. If such |
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an abstract or prior policy is not available to Seller then (i.) above will be the evidence of title. |
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(b) Title Examination: Buyer will, within 15 days from receipt of the evidence of title deliver written notice to Seller |
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of title defects. Title will be deemed acceptable to Buyer if (1) Buyer fails to deliver proper notice of defects or (2) |
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Buyer delivers proper written notice and Seller cures the defects within 10 days from receipt of the notice |
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("Curative Period"). Seller shall use good faith efforts to cure the defects. If the defects are cured within the |
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Curative Period, closing will occur on the latter of 10 days after receipt by Buyer of notice of such curing or the |
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scheduled Closing Date. Seller may elect not to cure defects if Seller reasonably believes any defect cannot be |
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cured within the Curative Period. If the defects are not cured within the Curative Period, Buyer will have 10 days |
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from receipt of notice of Seller's inability to cure the defects to elect whether to terminate this Contract or accept |
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title subject to existing defects and close the transaction without reduction in purchase price. |
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(c) Survey: (check applicable provisions below) |
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(i.) ☒ Seller will, within 5 days from Effective Date, deliver to Buyer copies of prior surveys, |
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plans, specifications, and engineering documents, if any, and the following documents relevant to this |
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transaction: |
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, |
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prepared for Seller or in Seller's possession, which show all currently existing structures. In the event this |
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transaction does not close, all documents provided by Seller will be returned to Seller within 10 days from the |
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date this Contract is terminated. |
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☒ Buyer will, at ☐ Seller's ☒ Buyer's expense and within the time period allowed to deliver and examine |
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title evidence, obtain a current certified survey of the Property from a registered surveyor. If the survey reveals |
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encroachments on the Property or that the improvements encroach on the lands of another, ☐ Buyer will |
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accept the Property with existing encroachments ☒ such encroachments will constitute a title defect to be |
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cured within the Curative Period. |
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(d) Ingress and Egress: Seller warrants that the Property presently has ingress and egress. |
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7. PROPERTY CONDITION: Seller will deliver the Property to Buyer at the time agreed in its present "as is" condition, |
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ordinary wear and tear excepted, and will maintain the landscaping and grounds in a comparable condition. Seller |
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makes no warranties other than marketability of title. In the event that the condition of the Property has materially |
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changed since the expiration of the Due Diligence Period, Buyer may elect to terminate the Contract and receive a |
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refund of any and all deposits paid, plus interest, if applicable, or require Seller to return the Property to the required |
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condition existing as of the end of Due Diligence period, the cost of which is not to exceed $0.00 (1.5% of |
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the purchase price, if left blank). By accepting the Property "as is", Buyer waives all claims against Seller for any |
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defects in the Property. (Check (a) or (b)) |
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☐ (a) As Is: Buyer has inspected the Property or waives any right to inspect and accepts the Property in its "as is" |
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condition. |
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☒ (b) Due Diligence Period: Buyer will, at Buyer's expense and within 45 days from Effective Date ("Due |
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Diligence Period"), determine whether the Property is suitable, in Buyer's sole and absolute discretion. During the |
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term of this Contract, Buyer may conduct any tests, analyses, surveys and investigations ("Inspections") which |
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Buyer deems necessary to determine to Buyer's satisfaction the Property's engineering, architectural, |
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environmental properties; zoning and zoning restrictions; flood zone designation and restrictions; subdivision |
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regulations; soil and grade; availability of access to public roads, water, and other utilities; consistency with local, |
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state and regional growth management and comprehensive land use plans; availability of permits, government |
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approvals and licenses; compliance with American with Disabilities Act; absence of asbestos, soil and ground |
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water contamination; and other inspections that Buyer deems appropriate. Buyer will deliver written notice to |
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Seller prior to the expiration of the Due Diligence Period of Buyer's determination of whether or not the Property |
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is acceptable. Buyer's failure to comply with this notice requirement will constitute acceptance of the Property in |
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its present "as is" condition. Seller grants to Buyer, its agents, contractors and assigns, the right to enter the |
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Property at any time during the term of this Contract for the purpose of conducting Inspections, upon reasonable |
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notice, at a mutually agreed upon time; provided, however, that Buyer, its agents, contractors and assigns enter |
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the Property and conduct Inspections at their own risk. Buyer will indemnify and hold Seller harmless from |
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losses, damages, costs, claims and expenses of any nature, including attorneys' fees at all levels, and from |
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liability to any person, arising from the conduct of any and all inspections or any work authorized by Buyer. Buyer |
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will not engage in any activity that could result in a mechanic's lien being filed against the Property without |
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Seller's prior written consent. In the event this transaction does not close, (1) Buyer will repair all damages to the |
Buyer ( ) ( ) and Seller ( ) ( ) acknowledge receipt of a copy of this page, which is Page 3 of 8 Pages.
| CC-5x Rev. 7/23 | ©2023 Florida Realtors® |
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Software and added formatting © 2023 Alta Star Software, all rights reserved. • www.altastar.com • (877) 279-8898
|
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Property resulting from the Inspections and return the Property to the condition it was in prior to conduct of the |
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Inspections, and (2) Buyer will, at Buyer's expense release to Seller all reports and other work generated as a |
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result of the Inspections. Should Buyer deliver timely notice that the Property is not acceptable, Seller agrees that |
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Buyer's deposit will be immediately returned to Buyer and the Contract terminated. |
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(c) Walk-through Inspection: Buyer may, on the day prior to closing or any other time mutually agreeable to the |
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parties, conduct a final "walk-through" inspection of the Property to determine compliance with this paragraph and |
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to ensure that all Property is on the premises. |
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8. OPERATION OF PROPERTY DURING CONTRACT PERIOD: Seller will continue to operate the Property and any |
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business conducted on the Property in the manner operated prior to Contract and will take no action that would |
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adversely impact the Property after closing, as to tenants, lenders or business, if any. Any changes, such as renting |
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vacant space, that materially affect the Property or Buyer's intended use of the Property will be permitted only with |
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Buyer's consent ☐ without Buyer's consent. |
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9. CLOSING PROCEDURE: Unless otherwise agreed or stated herein, closing procedure shall be in accordance with |
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the norms where the Property is located. |
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(a) Possession and Occupancy: Seller will deliver possession and occupancy of the Property to Buyer at |
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closing. Seller will provide keys, remote controls, and any security/access codes necessary to operate all locks, |
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mailboxes, and security systems. |
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(b) Costs: Buyer will pay Buyer's attorneys' fees, taxes and recording fees on notes, mortgages and financing |
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statements and recording fees for the deed. Seller will pay Seller's attorneys' fees, taxes on the deed and |
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recording fees for documents needed to cure title defects. If Seller is obligated to discharge any encumbrance at or |
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prior to closing and fails to do so, Buyer may use purchase proceeds to satisfy the encumbrances. |
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(c) Documents: Seller will provide the deed; bill of sale; mechanic's lien affidavit; originals of those assignable |
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service and maintenance contracts that will be assumed by Buyer after the Closing Date and letters to each |
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service contractor from Seller advising each of them of the sale of the Property and, if applicable, the transfer of its |
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contract, and any assignable warranties or guarantees received or held by Seller from any manufacturer, |
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contractor, subcontractor, or material supplier in connection with the Property; current copies of the condominium |
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documents, if applicable; assignments of leases, updated rent roll; tenant and lender estoppels letters (if |
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applicable); tenant subordination, non-disturbance and attornment agreements (SNDAs) required by the Buyer or |
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Buyer's lender; assignments of permits and licenses; corrective instruments; and letters notifying tenants of the |
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change in ownership/rental agent. If any tenant refuses to execute an estoppels letter, Seller, if requested by the |
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Buyer in writing, will certify that information regarding the tenant's lease is correct. If Seller is an entity, Seller will |
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deliver a resolution of its governing authority authorizing the sale and delivery of the deed and certification by the |
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appropriate party certifying the resolution and setting forth facts showing the conveyance conforms to the |
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requirements of local law. Seller will transfer security deposits to Buyer. Buyer will provide the closing statement, |
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mortgages and notes, security agreements, and financing statements. |
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(d) Taxes and Prorations: Real estate taxes, personal property taxes on any tangible personal property, bond |
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payments assumed by Buyer, interest, rents (based on actual collected rents), association dues, insurance |
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premiums acceptable to Buyer, and operating expenses will be prorated through the day before closing. If the |
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amount of taxes for the current year cannot be ascertained, rates for the previous year will be used with due |
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allowance being made for improvements and exemptions. Any tax proration based on an estimate will, at request |
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of either party, be readjusted upon receipt of current year's tax bill; this provision will survive closing. |
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(e) Special Assessment Liens: Certified, confirmed, and ratified special assessment liens as of the Closing Date |
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will be paid by Seller. If a certified, confirmed, and ratified special assessment is payable in installments, Seller will |
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pay all installments due and payable on or before the Closing Date, with any installment for any period extending |
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beyond the Closing Date prorated, and Buyer will assume all installments that become due and payable after the |
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Closing Date. Buyer will be responsible for all assessments of any kind which become due and owing after Closing |
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Date, unless an improvement is substantially completed as of Closing Date. If an improvement is substantially |
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completed as of the Closing Date but has not resulted in a lien before closing, Seller will pay the amount of the last |
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estimate of the assessment. This subsection applies to special assessment liens imposed by a public body and |
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does not apply to condominium association special assessments. |
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(f) Foreign Investment in Real Property Tax Act (FIRPTA): If Seller is a "foreign person" as defined by FIRPTA, |
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Seller and Buyer agree to comply with Section 1445 of the Internal Revenue Code. Seller and Buyer will |
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complete, execute, and deliver as directed any instrument, affidavit, or statement reasonably necessary to comply |
Buyer ( ) ( ) and Seller ( ) ( ) acknowledge receipt of a copy of this page, which is Page 4 of 8 Pages.
| CC-5x Rev. 7/23 | ©2023 Florida Realtors® |
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Software and added formatting © 2023 Alta Star Software, all rights reserved. • www.altastar.com • (877) 279-8898
|
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with the FIRPTA requirements, including delivery of their respective federal taxpayer identification numbers or |
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Social Security Numbers to the closing agent. If Buyer does not pay sufficient cash at closing to meet the |
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withholding requirement, Seller will deliver to Buyer at closing the additional cash necessary to satisfy the |
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201 |
requirement. |
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10. ESCROW AGENT: Seller and Buyer authorize Escrow Agent or Closing Agent (collectively "Agent") to receive, |
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203 |
deposit, and hold funds and other property in escrow and, subject to collection, disburse them in accordance with the |
|
204 |
terms of this Contract. The parties agree that Agent will not be liable to any person for misdelivery of escrowed items to |
|
205 |
Seller or Buyer, unless the misdelivery is due to Agent's willful breach of this Contract or gross negligence. If Agent |
|
206 |
has doubt as to Agent's duties or obligations under this Contract, Agent may, at Agent's option, (a) hold the escrowed |
|
207 |
items until the parties mutually agree to its disbursement or until a court of competent jurisdiction or arbitrator |
|
208 |
determines the rights of the parties or (b) deposit the escrowed items with the clerk of the court having jurisdiction over |
|
209 |
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 |
broker, Agent will comply with Chapter 475, Florida Statutes. In any suit in which Agent interpleads the escrowed items |
|
212 |
or is made a party because of acting as Agent hereunder, Agent will recover reasonable attorney's fees and costs |
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213 |
incurred, with these amounts to be paid from and out of the escrowed items and charged and awarded as court costs |
|
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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 |
|
216 |
default. If a party fails to comply with any provision of this Contract, the other party will deliver written notice to the non- |
|
217 |
complying party specifying the non-compliance. The non-complying party will have _5days (5 days if left blank) after |
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delivery of such notice to cure the non-compliance. Notice and cure shall not apply to failure to close. |
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12. FORCE MAJEURE: Buyer or Seller shall not be required to perform any obligation under this Contract or be liable |
|
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to each other for damages so long as performance or non-performance of the obligation, or the availability of services, |
|
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insurance, or required approvals essential to Closing, is disrupted, delayed, caused or prevented by Force Majeure. |
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"Force Majeure" means: hurricanes, floods, extreme weather, earthquakes, fire, or other acts of God, unusual |
|
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transportation delays, or wars, insurrections, or acts of terrorism, which, by exercise of reasonable diligent effort, the |
|
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non-performing party is unable in whole or in part to prevent or overcome. All time periods, including Closing Date, will |
|
225 |
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 |
30 days beyond Closing Date, then either party may terminate this Contract by delivering written notice to the other |
|
228 |
and the Deposit shall be refunded to Buyer, thereby releasing Buyer and Seller from all further obligations under this Contract. |
|
229 |
13. RETURN OF DEPOSIT: Unless otherwise specified in the Contract, in the event any condition of this Contract is |
|
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not met and Buyer has timely given any required notice regarding the condition having not been met, Buyer's deposit |
|
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will be returned in accordance with applicable Florida Laws and regulations. |
|
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14. DEFAULT: |
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(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 |
|
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the title marketable after diligent effort, Buyer may elect to receive return of Buyer's deposit without thereby |
|
235 |
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. |
|
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(b) In the event the sale is not closed due to any default or failure on the part of Buyer, Seller may either (1) |
|
239 |
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 |
specific performance. If Buyer fails to timely place a deposit as required by this Contract, Seller may either (1) |
|
242 |
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. |
|
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15. ATTORNEY'S FEES AND COSTS: In any claim or controversy arising out of or relating to this Contract, the |
|
245 |
prevailing party, which for purposes of this provision will include Buyer, Seller and Broker, will be awarded reasonable |
|
246 |
attorneys' fees, costs, and expenses. |
|
247 |
16. NOTICES: All notices will be in writing and may be delivered by mail, overnight courier, personal delivery, or |
|
248 |
electronic means. Parties agree to send all notices to addresses specified on the signature page(s). Any notice, |
|
249 |
document, or item given by or delivered to an attorney or real estate licensee (including a transaction broker) |
|
250 |
representing a party will be as effective as if given by or delivered to that party. |
Buyer ( ) ( ) and Seller ( ) ( ) acknowledge receipt of a copy of this page, which is Page 5 of 8 Pages.
| CC-5x Rev. 7/23 | ©2023 Florida Realtors® |
Licensed to Alta Star Software and ID1824920.467566
Software and added formatting © 2023 Alta Star Software, all rights reserved. • www.altastar.com • (877) 279-8898
|
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17. DISCLOSURES: |
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(a) Commercial Real Estate Sales Commission Lien Act: The Florida Commercial Real Estate Sales |
|
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Commission Lien Act provides that a broker has a lien upon the owner's net proceeds from the sale of |
|
254 |
commercial real estate for any commission earned by the broker under a brokerage agreement. The lien upon the |
|
255 |
owner's net proceeds is a lien upon personal property which attaches to the owner's net proceeds and does not |
|
256 |
attach to any interest in real property. This lien right cannot be waived before the commission is earned. |
|
257 |
(b) Special Assessment Liens Imposed by Public Body: The Property may be subject to unpaid special |
|
258 |
assessment lien(s) imposed by a public body. (A public body includes a Community Development District.) Such |
|
259 |
liens, if any, shall be paid as set forth in Paragraph 9(e). |
|
260 |
(c) Radon Gas: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in |
|
261 |
sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that |
|
262 |
exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon |
|
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and radon testing may be obtained from your county public health unit. |
|
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(d) Energy-Efficiency Rating Information: Buyer acknowledges receipt of the information brochure required by |
|
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Section 553.996, Florida Statutes. |
|
266 |
18. RISK OF LOSS: |
|
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(a) If, after the Effective Date and before closing, the Property is damaged by fire or other casualty, Seller will |
|
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bear the risk of loss and Buyer may cancel this Contract without liability and the deposit(s) will be returned to |
|
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Buyer. Alternatively, Buyer will have the option of purchasing the Property at the agreed upon purchase price and |
|
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Seller will credit the deductible, if any and transfer to Buyer at closing any insurance proceeds, or Seller's claim |
|
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to any insurance proceeds payable for the damage. Seller will cooperate with and assist Buyer in collecting any |
|
272 |
such proceeds. Seller shall not settle any insurance claim for damage caused by casualty without the consent of |
|
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the Buyer. |
|
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(b) If, after the Effective Date and before closing, any part of the Property is taken in condemnation or under the |
|
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right of eminent domain, or proceedings for such taking will be pending or threatened, Buyer may cancel this |
|
276 |
Contract without liability and the deposit(s) will be returned to Buyer. Alternatively, Buyer will have the option of |
|
277 |
purchasing what is left of the Property at the agreed upon purchase price and Seller will transfer to the Buyer at |
|
278 |
closing the proceeds of any award, or Seller's claim to any award payable for the taking. Seller will cooperate |
|
279 |
with and assist Buyer in collecting any such award. |
|
280 |
19. ASSIGNABILITY; PERSONS BOUND: This Contract may be assigned to a related entity, and otherwise ☐ is not |
|
281 |
assignable ☐ is assignable. If this Contract may be assigned, Buyer shall deliver a copy of the assignment agreement |
|
282 |
to the Seller at least 5 days prior to Closing. The terms "Buyer," "Seller" and "Broker" may be singular or plural. This |
|
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Contract is binding upon Buyer, Seller and their heirs, personal representatives, successors and assigns (if |
|
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assignment is permitted). |
|
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20. MISCELLANEOUS: The terms of this Contract constitute the entire agreement between Buyer and Seller. |
|
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Modifications of this Contract will not be binding unless in writing, signed and delivered by the party to be bound. |
|
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Signatures, initials, documents referenced in this Contract, counterparts and written modifications communicated |
|
288 |
electronically or on paper will be acceptable for all purposes, including delivery, and will be binding. Handwritten or |
|
289 |
typewritten terms inserted in or attached to this Contract prevail over preprinted terms. If any provision of this Contract |
|
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is or becomes invalid or unenforceable, all remaining provisions will continue to be fully effective. This Contract will be |
|
291 |
construed under Florida law and will not be recorded in any public records. |
|
292 |
21. BROKERS: Neither Seller nor Buyer has used the services of, or for any other reason owes compensation to, a |
|
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licensed real estate Broker other than: |
|
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(a) Seller's Broker: LQ Commercial Naples LLC Adam Palmer , |
|
| (Company Name) (Licensee) |
|
295 |
3555 Kraft Rd #260, Naples, FL 34105 , (Address, Telephone, Fax, E-mail) |
|
296 |
who ☒ is a single agent ☐ is a transaction broker ☐ has no brokerage relationship and who will be compensated by |
|
297 |
☒ Seller ☐ Buyer ☐ both parties pursuant to a listing agreement ☐ other (specify) |
|
298 |
|
|
299 |
|
|
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(b) Buyer's Broker: LQ Commercial Fort Myers LLC Carson Baird , (Company Name) (Licensee) |
|
301 |
1614 Colonial Blvd #101, Fort Myers, FL 33907 , (Address, Telephone, Fax, E-mail) |
Buyer ( ) ( ) and Seller ( ) ( ) acknowledge receipt of a copy of this page, which is Page 6 of 8 Pages.
| CC-5x Rev. 7/23 | ©2023 Florida Realtors® |
Licensed to Alta Star Software and ID1824920.467566
Software and added formatting © 2023 Alta Star Software, all rights reserved. • www.altastar.com • (877) 279-8898
|
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who ☒ is a single agent ☐ is a transaction broker ☐ has no brokerage relationship and who will be compensated by |
|
303 |
☒ Seller's Broker ☐ Seller ☐ Buyer ☐ both parties pursuant to ☐ an MLS offer of compensation ☒ other (specify) |
|
304 |
Listing Agreement |
|
305 |
(collectively referred to as "Broker") in connection with any act relating to the Property, including but not limited to |
|
306 |
inquiries, introductions, consultations, and negotiations resulting in this transaction. Seller and Buyer agree to |
|
307 |
indemnify and hold Broker harmless from and against losses, damages, costs and expenses of any kind, including |
|
308 |
reasonable attorneys' fees at all levels, and from liability to any person, arising from (1) compensation claimed which is |
|
309 |
inconsistent with the representation in this Paragraph, (2) enforcement action to collect a brokerage fee pursuant to |
|
310 |
Paragraph 10, (3) any duty accepted by Broker at the request of Seller or Buyer, which is beyond the scope of |
|
311 |
services regulated by Chapter 475, Florida Statutes, as amended, or (4) recommendations of or services provided and |
|
312 |
expenses incurred by any third party whom Broker refers, recommends, or retains for or on behalf of Seller or Buyer. |
|
313 |
22. OPTIONAL CLAUSES: (Check if any of the following clauses are applicable and are attached as an addendum to |
|
314 |
this Contract): |
|
315 |
Arbitration Seller Warranty Existing Mortgage |
|
316 |
Section 1031 Exchange Coastal Construction Control Line Buyer's Attorney Approval |
|
317 |
Property Inspection and Repair Flood Area Hazard Zone Seller's Attorney Approval |
|
318 |
Seller Representations Seller Financing Other |
|
319 |
23. ADDITIONAL TERMS: |
|
320 |
Initial earnest deposit shall be considered non-refundable, applicable to purchase price, with the following |
|
321 |
exceptions: |
|
322 |
* If there is an issue or defect on the Title |
|
323 |
* If there is an issue or encroachment on the Survey |
|
324 |
* If there is an issue with the Environmental Phase I |
|
325 |
* In the event that the Seller defaults on this Contract |
|
326 |
|
|
327 |
|
|
328 |
|
|
329 |
|
|
330 |
THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK THE |
|
331 |
ADVICE OF AN ATTORNEY PRIOR TO SIGNING. BROKER ADVISES BUYER AND SELLER TO VERIFY ALL |
|
332 |
FACTS AND REPRESENTATIONS THAT ARE IMPORTANT TO THEM AND TO CONSULT AN APPROPRIATE |
|
333 |
PROFESSIONAL FOR LEGAL ADVICE (FOR EXAMPLE, INTERPRETING CONTRACTS, DETERMINING THE |
|
334 |
EFFECT OF LAWS ON THE PROPERTY AND TRANSACTION, STATUS OF TITLE, FOREIGN INVESTOR |
|
335 |
REPORTING REQUIREMENTS, ETC.) AND FOR TAX, PROPERTY CONDITION, ENVIRONMENTAL AND OTHER |
|
336 |
ADVICE. BUYER ACKNOWLEDGES THAT BROKER DOES NOT OCCUPY THE PROPERTY AND THAT ALL |
|
337 |
REPRESENTATIONS (ORAL, WRITTEN OR OTHERWISE) BY BROKER ARE BASED ON SELLER |
|
338 |
REPRESENTATIONS OR PUBLIC RECORDS UNLESS BROKER INDICATES PERSONAL VERIFICATION OF |
|
339 |
THE REPRESENTATION. BUYER AGREES TO RELY SOLELY ON SELLER, PROFESSIONAL INSPECTORS AND |
|
340 |
GOVERNMENTAL AGENCIES FOR VERIFICATION OF THE PROPERTY CONDITION, SQUARE FOOTAGE AND |
|
341 |
FACTS THAT MATERIALLY AFFECT PROPERTY VALUE. |
Buyer ( ) ( ) and Seller ( ) ( ) acknowledge receipt of a copy of this page, which is Page 7 of 8 Pages.
| CC-5x Rev. 7/23 | ©2023 Florida Realtors® |
Licensed to Alta Star Software and ID1824920.467566
Software and added formatting © 2023 Alta Star Software, all rights reserved. • www.altastar.com • (877) 279-8898
|
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Each person signing this Contract on behalf of a party that is a business entity represents and warrants to the other |
|
343 |
party that such signatory has full power and authority to enter into and perform this Contract in accordance with its |
|
344 |
terms and each person executing this Contract and other documents on behalf of such party has been duly authorized |
|
345 |
to do so. |
|
346 |
ATTENTION: SELLER AND BUYER |
|
347 |
CONVEYANCES TO FOREIGN BUYERS: Part III of Chapter 692, Sections 692.201 - 692.205, Florida Statutes, 2023 |
|
348 |
(the "Act"), in part, limits and regulates the sale, purchase and ownership of certain Florida properties by certain buyers |
|
349 |
who are associated with a "foreign country of concern", namely: the People's Republic of China, the Russian |
|
350 |
Federation, the Islamic Republic of Iran, the Democratic People's Republic of Korea, the Republic of Cuba, the |
|
351 |
Venezuelan regime of Nicolás Maduro, or the Syrian Arab Republic. It is a crime to buy or knowingly sell property |
|
352 |
in violation of the Act. |
|
353 |
At time of purchase, Buyer must provide a signed Affidavit which complies with the requirements of the Act. |
|
354 |
Seller and Buyer are advised to seek legal counsel regarding their respective obligations and liabilities under the Act. |
|
355 |
|
|
| (Signature of Buyer) |
Date: 12/11/2023 |
356 |
Tom Davis Tax ID No.: |
|
| (Typed or Printed Name of Buyer) |
|
357 |
Title: Telephone: |
|
358 |
Date: |
|
| (Signature of Buyer) |
|
359 |
Tax ID No.: |
|
| (Typed or Printed Name of Buyer) |
|
360 |
Title: Telephone: |
|
361 |
Buyer's Address for purpose of notice |
|
362 |
Facsimile: Email: |
|
363 |
|
|
| (Signature of Seller) |
Date: 12/12/2023 |
364 |
Robert Bennett Tax ID No.: |
|
| (Typed or Printed Name of Seller) |
|
365 |
Title: CEO, IVFH Telephone: |
|
366 |
Date: |
|
| (Signature of Seller) |
|
367 |
Tax ID No.: |
|
| (Typed or Printed Name of Seller) |
|
368 |
Title: Telephone: |
|
369 |
Seller's Address for purpose of notice |
|
370 |
Facsimile: Email: |
Florida 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 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 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 8 of 8 Pages.
| CC-5x Rev. 7/23 | ©2023 Florida Realtors® |
Licensed to Alta Star Software and ID1824920.467566
Software and added formatting © 2023 Alta Star Software, all rights reserved. • www.altastar.com • (877) 279-8898
EXHIBIT A.
Lot 3 of GREYHOUND COMMERCE PARK, according to the plat thereof as recorded in Plat Book 66, Page 21, of the Public Records of Lee County, Florida.
Subject to easements, restrictions and reservations of record and taxes for the year 2013 and thereafter.
