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198 STANDARDS FOR REAL ESTATE TRANSACTIONS (CONTINUED)
<br /> 199 f
<br /> 200 the Property do not have any visible evidence of leaks, water damage, or structural damage and that the septic tank, pool, all appliances,.
<br /> icai items,
<br /> 201 heating, cooling , electrical, plumbing systems, and machinery are in Working Condition. The foregoing warranty shall be limited to ms
<br /> specified unless
<br /> 202 otherwise provided in an addendum. Buyer may inspect, or, at Buyer's expense, have a firm or individual specializing in ho actions and
<br />holding an occu-
<br /> 203 pational license for such purpose (d required), or by an appropriately licensed Florida contractor, make ins I , those items
<br /> within 20 days after the
<br /> 204 Effective Date. Buyer shall, prior to Buyer's occupancy but not more than 20 days after Effective Da in writing to Seller such items
<br /> that do not meet
<br /> 205 the above standards as to defects. Unless Buyer timely reports such defects, Buyer shall be d to have waived Seller's warranties as to defects
<br /> not report-
<br /> 206 ed. If repairs or replacements are required to comply with this Standard, Seller use them to be made and shall pay up
<br /> to the amount provided in
<br /> 207 Paragraph XII (b). Seller is not required to make repairs or replacement smetic Condition unless caused by a defect Seller is responsible
<br /> to repair or
<br /> 208 replace. If the cost for such repair or replacement exceeds th provided in Paragraph XII (b), Buyer or Seller may elect to pay such
<br /> excess, failing which
<br /> 209 either party may cancel this Contract. If Seller is un correct the defects prior to Closing, the cost thereof shall be paid into
<br /> escrow at Closing. For pur-
<br /> 210 poses of this Contract: (1 ) "Working Con • • eans operating in the manner in which the item was designed to operate; (2) "Cosmetic
<br /> Condition" means
<br /> 211 aesthetic imperfections that do the Working Condition of the item, including, but not limited to: pitted marcite or other pool finishes;
<br /> missing or torn
<br /> 212 screens; fogged wind o , , worn spots, or discoloration of floor coverings, wallpaper, or window treatments; nail holes, scratches,
<br /> dents, scrapes, chips
<br /> 213 or caulking i Is, walls, flooring, fixtures, or mirrors; and minor cracks in floors, tiles, windows, driveways, sidewalks, or pool
<br />decks; and (3) cracked roof
<br /> 214 til ng or worn shingles, or limited roof life shall not be considered defects Seller must repair or replace, so long as there
<br /> is no evidence of actual leaks
<br /> 215
<br /> 216 O. RISK OF LOSS: if the Property is damaged by fire or other casualty before Gosing and cost of restoration does not exceed 1 .5% of the
<br />Purchase Price, cost
<br /> 217 of restoration shall be an obligation of Seller and Closing shall proceed pursuant to the terms of this Contract with restoration costs
<br /> escrowed at Closing. If the
<br /> 218 cost of restoration exceeds 1 .5% of the Purchase Price, Buyer shall either take the Property as is, together with either the
<br /> 1 .5% or any insurance proceeds
<br /> 219 payable by virtue of such loss or damage, or receive a refund of deposit(s), thereby releasing Buyer and Seller from all further obligations
<br /> under this Contract.
<br /> 220 R CLOSING PROCEDURE: The deed shall be recorded upon clearance of funds. If the title agent insures adverse matters pursuant to Section 627.
<br />7841 , F. S. ,
<br /> 221 as amended, the escrow and closing procedure required by this Standard shall be waived. Unless waived as set forth above the following
<br /> dosing procedures
<br /> 222 shall apply: (1 ) all closing proceeds shall be held in escrow by the Closing Agent for a period of not more than 5 days after Closing; (2)
<br /> if Seller's title is rendered
<br /> 223 unmarketable, through no fault of Buyer, Buyer shall, within the 5 day period, notify Seller in writing of the defect and Seller shall have 30
<br /> days from date of receipt
<br /> 224 of such notification to cure the defect; (3) if Seller fails to timely cure the defect, all deposits and closing funds shall, upon written
<br /> demand by Buyer and within 5
<br /> 225 days after demand, be returned to Buyer and, simultaneously with such repayment, Buyer shall return the Personal Property, vacate the Real Property
<br /> and recon-
<br /> 226 vey the Property to Seller by special warranty deed and bill of sale; and (4) if Buyer fails to make timely demand for refund, Buyer
<br /> shall take title as is, waiving all
<br /> 227 rights against Seller as to any intervening defect except as may be available to Buyer by virtue of warranties contained in the deed or bill of
<br /> sale.
<br /> 228 O. ESCROW: Any Closing Agent or escrow agent (collectively "Agent'l receiving funds or equivalent is authorized and agrees by acceptance
<br /> of them to deposit
<br /> 229 them promptly, hold same in escrow and, subject to clearance, disburse them in accordance with terms and conditions of this Contract. Failure of
<br />funds to dear shall
<br /> 230 not excuse Buyer's performance. if in doubt as to Agent's duties or liabilities under the provisions of this Contract, Agent may, at Agent's option,
<br /> continue to hold the
<br /> 231 subject matter of the escrow until the parties hereto agree to its disbursement or until a judgment of a court of competent jurisdiction shall determine
<br /> the rights of the
<br /> 232 parties, or Agent may deposit same with the dark of the circuit court having jurisdiction of the dispute. An attorney who represents a party and
<br /> also acts as Agent
<br /> 233 may represent such party in such action. Upon notifying all parties concerned of such action, all liability on the part of Agent shall fully
<br />terminate, except to the extent
<br /> 234 of accounting for any items previously delivered out of escrow. If a licensed real estate broker, Agent will comply with provisions of
<br />Chapter 475, F.S. , as amended.
<br /> 235 Any suit between Buyer and Seller wherein Agent is made a party because of acting as Agent hereunder, or in any suit wherein Agent interpleads
<br /> the subject matter
<br /> 236 of the escrow, Agent shall recover reasonable attorney's fees and costs incurred with these amounts to be paid from and out of the escrowed
<br />funds or equivalent
<br /> 237 and charged and awarded as court costs in favor of the prevailing parry. The Agent shall not be liable to any party or person for misdelivery
<br /> to Buyer or Seller of items
<br /> 238 subject to the escrow, unless such misdelivery is due to willful breach of the provisions of this Contract or gross negligence of Agent.
<br /> 239 R. ATTORNEY'S FEES; COSTS: in any litigation , including breach , enforcement or interpretation, arising out of this Contract, the prevailing party
<br /> in such Ilti-
<br /> 240 gation, which, for purposes of this Standard, shall include Seller, Buyer and any brokers acting in agency or nonagency relationships
<br /> authorized by Chapter
<br /> 241 475, F.S., as amended, shall be entitled to recover from the non-prevailing party reasonable attorney's fees, costs and expenses.
<br /> 242 S. FAILURE OF PERFORMANCE: if Buyer fails to perform this Contract within the time specified, including payment of all deposits,
<br />the deposit(s) paid by
<br /> 243 Buyer and deposit(s) agreed to be paid, may be recovered and retained by and for the account of Seller as agreed upon liquidated damages, consideration
<br /> for
<br /> 244 the execution of this Contract and in full settlement of any claims; whereupon, Buyer and Seller shall be relieved of all obligations under
<br />this Contract; or Seller,
<br /> 245 at Seller's option, may proceed in equity to enforce Seller's rights under this Contract, if for any reason other than failure of
<br /> Setter to make Seller's title mar-
<br /> 246 ketable after diligent effort, Seller fails, neglects or refuses to perform this Contract, Buyer may seek specific performance or elect to receive
<br /> the return of Buyer's
<br /> 247 deposit(s) without thereby waiving any action for damages resulting from Seller's breach.
<br /> 248 T. CONTRACT NOT RECORDABLE; PERSONS BOUND; NOTICE; FACSIMILE: Neither this Contract nor any notice of it shall be recorded in
<br /> any public
<br /> 249 records. This Contract shall bind and inure to the benefit of the parties and their successors in interest. Whenever the context permits,
<br /> singular shall include
<br /> 250 plural and one gender shall include all. Notice and delivery given by or to the attorney or broker representing any party shall be as effective
<br /> as if given by or to
<br /> 251 that party. All notices must be in writing and may be made by mail, personal delivery or electronic media. A legible facsimile copy of this Contract-and
<br /> any sig-
<br /> 252 natures hereon shall be considered for all purposes as an original . C ovcL T
<br /> 253 U. CONVEYANCE: Seller shalt convey marketable title to the Real Property by deed, as
<br /> 254 appropriate to the status of Seller, subject only to matters contained in Paragraph VII and those otherwise accepted by Buyer. Personal
<br /> Property shall, at the
<br /> 255 request of Buyer, be transferred by an absolute bill of sale with warranty of title, subject only to such matters as may be otherwise
<br /> provided for herein.
<br /> 256 V. OTHER AGREEMENTS: No prior or present agreements or representations shall be binding upon Buyer or Seller unless included in this Contract.
<br /> No mod -
<br /> 257 ification to or change in this Contract shall be valid or binding upon the parties unless in writing and executed by the parties intended to
<br /> be bound by it.
<br /> 258 W. SELLER DISCLOSURE: There are no facts known to Seller materially affecting the value of the Property which are not readily observable by
<br /> Buyer or which
<br /> 259 have not been disclosed to Buyer.
<br /> 260 X. PROPERTY MAINTENANCE; PROPERTY ACCESS; REPAIR STANDARDS; ASSIGNMENT OF CONTRACTS AND WARRANTIES: Seller shall main-
<br /> 261 tain the Property, including, but not limited to lawn, shrubbery, and pool in the condition existing as of Effective Date, ordinary wear
<br />and tear excepted. Seller
<br /> 262 shall , upon reasonable notice, provide utilities service and access to the Property for appraisal and inspections, including a walk-through
<br /> prior to Closing, to
<br /> 263 confirm that all items of Personal Property are on the Real Property and , subject to the foregoing, that all required repairs and replacements
<br /> have been made,
<br /> 264 and that the Property has been maintained as required by this Standard. All repairs and replacements shall be completed in a good and
<br />workmanlike manner,
<br /> 265 in accordance with all requirements of law, and shall consist of materials or items of quality, value, capacity and performance comparable
<br /> to, or better than,
<br /> 266 that existing as of the Effective Date. Seiler will assign all assignable repair and treatment contracts and warranties to Buyer at Closing.
<br /> 267 Y. 1031 EXCHANGE: If either Seller or Buyer wish to enter into a like-kind exchange (either simultaneous with Closing or deferred) with respect
<br /> to the Property
<br /> 268 under Section 1031 of the Internal Revenue Code ("Exchange'), the other party shall cooperate in all reasonable respects to effectuate the
<br /> Exchange, includ-
<br /> 269 ing the execution of documents; provided (1 ) the cooperating party shall incur no liability or expense related to the Exchange and
<br /> (2the Closing shall not be
<br /> 270 contingent upon, nor extended or delayed by, such Exchange.
<br /> FAR/BAR-7s Rev. 7/04 02004 Florida Association of REALToFe and The Florida Bar All Rights Reserved Page 4 of 4
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