This Contract of Sale (“Contract”) is made BETWEEN
and Professional Housing and Land LLC ("Seller"), whose address is 75 N Woodward Ave., #81956, Tallahassee, FL 32313. It is agreed that the Seller shall sell and the Buyer shall buy the following described Property UPON THE TERMS AND CONDITIONS HEREINAFTER SET FORTH.
This Contract shall serve as the Purchase Offer, and upon acceptance and execution by both parties, shall serve as the Purchase Contract and Escrow Instructions. The date that this Contract is duly executed shall serve as the effective date.
CLOSING, COSTS, CONTINGENCIES: Closing will occur when (a) Seller receives Contract and full payment from Buyer and (b) Seller countersigns and delivers to Buyer the fully executed Contract and deed. If Buyer elects to have a full service closing (where Buyer has retained a lawyer to conduct the closing), Buyer does so at their own expense. Earnest money will be held with Seller, unless lawyer has been retained by Buyer. This sale is NOT contingent on mortgage financing. Buyer understands that Buyer has the option to conduct Property inspections. Buyer waives this option and agrees to the RELEASE as set forth within the RELEASE clause of this Contract.
CLOSING DATE:This Contract shall be closed and possession shall be on or before the 5th day from "Effective Date" below.TIME IS OF THE ESSENCE HEREOF AS TO ALL DATES SET FORTH in this Contract. Any extensions of the time for performance beyond closing date are at the sole discretion of Seller. Extensions of the closing date will be granted at $100 per diem, paid by Buyer at closing.
PROPERTY CONDITION: The Seller offers these assets for sale in "AS IS" CONDITION AT THE TIME OF SALE OR CLOSING, including any hidden defects, known or unknown, with no representations, warranties or guarantees whatsoever, express or implied, regarding their nature, value, source, authenticity, fitness, merchantability, and/or any other aspect or characteristic of these assets. No statement anywhere, whether express or implied, shall be deemed a warranty or representation by the Seller regarding these assets. All sales are with the understanding that the buyer cannot rely on any other representation, warranty or guaranty made by anyone. Seller has never occupied or visited property personally and Buyer has been given a reasonable opportunity to investigate the property with all improvements thereon, either independently or through agents, and Buyer is not relying on Seller as to condition of the property. Buyer acknowledges that the Property is acceptable to them in its presently existing condition. Seller has no knowledge concerning the presence or absence of radon. Buyer has received the Seller's Disclosure Statement (Linked to Here).
POSSESSION:If property is occupied by a tenant, Seller makes no warranty as to the merchantability of the tenant nor the tenant's performance of the terms of any existing written or verbal lease agreement. Buyer understands and agrees to assume the risks, obligations, and responsibilities of the landlord role under the current terms of an existing lease with tenant, if any; including the responsibility of eviction or ejectment of tenant if tenant is in violation of his/her/its lease. Buyer understands that Seller is not in possession of any keys to the property and no keys will be conveyed to Buyer.
LEAD BASED PAINT: Notice required for houses built before 1978. Seller has no knowledge concerning the presence of lead based paint, or paint hazards in the property. Seller has no reports pertaining to lead-based paint in the property. Buyer agrees to waive the right to perform an inspection for lead based paint and/or lead hazards. Buyer has received the pamphlet "Protect your family from lead in your home" (Linked to Here).
STATUS OF WATER AND SEWER: Seller has no information regarding whether the Property is served by public, on-site, or community water sources. Seller has no information regarding whether the Property is served by public sewer, disposal systems, or holding tank. Buyer acknowledges that Buyer has the opportunity to request an inspection of the water and sewer service. Buyer waives this option and agrees to the RELEASE set forth within the RELEASE clause of this Contract.
MOLD: Buyer is advised that mold or other microscopic organisms may exist at the Property. Mold may cause physical injuries, including but not limited to allergic reactions or other problems, particularly in persons with immune system problems, young children or elderly persons. Buyer acknowledges and agrees to accept the responsibility and risk for any matters that may result from mold and to hold harmless, release and indemnify Seller from any liability, recourse, or damages (financial or otherwise). Buyer understands that Seller has taken no action to remediate mold. Seller is not qualified to inspect property for mold or make recommendations concerning possible health or safety issues. The purpose of this disclaimer is to put Buyer on notice to conduct their own due diligence by using appropriately qualified experts. Buyer hereby acknowledges this disclosure and agrees to the RELEASE set forth within the RELEASE clause of this Contract.
MUNICIPAL COMPLIANCE: Seller does not agree to comply or bring the Property into compliance with any and all violation notices or requirements, or issued by any governmental authority, or actions in any court on account thereof, against or affecting the Property at the date of closing of this Contract. Buyer understands that if a dye test, occupancy inspection, or permit is required by the municipality, Buyer will order and have the aforementioned tests and inspections completed at Buyer's sole cost. Buyer also agrees to make any necessary repairs that are required due to the results of these inspections, to comply or bring Property into compliance with any government code or other requirements, after closing, at Buyers expense.
TAXES: Transfer taxes, doc stamps, and any other applicable taxes shall be paid by Buyer and will not be pro-rated.BUSINESS USE: Buyer hereby represents to Seller, which representation Buyer understands is a prerequisite to Seller’s acceptance of this agreement, that the purpose for which Buyer is completing this purchase is in furtherance of Buyer’s business of acquiring, improving or maintaining real estate that is not owner occupied but for business purposes only. Buyer further represents that no portion of the property being acquired is for personal, consumer, or household purposes.
INDEMNIFICATION:Buyer agrees to indemnify, defend, and hold Seller harmless against any damages that arise as a result of this Contract. This provision shall be enforceable regardless of whether the liability is based on past, present, or future acts.
DEFAULT AND CANCELLATION: If Buyer fails to comply with this Contract fully, Buyer will be in default and Buyer agress to RELEASE Seller from further obligation to perform on Contract. Damages for Buyer default are limited to the earnest deposit being retained by Seller. Damages for Seller default are limited to earnest deposit being returned to Buyer.
TITLE AND RECORDING: Seller shall prepare a deed and Buyer shall be responsible for recording. Buyer will pay for recording of deed to the county. During a full service closing, it is the responsibility of the Buyer's lawyer to record the deed. If Buyer wishes to obtain title insurance, they do so at their own expense. Title may be unmarketable and insurance may not be available. Conveyance from Seller will be via quit claim, which may only transfer equitable interest until legal title is perfected. If legal title cannot be attained within 90 days, Seller will refund all money paid by Buyer and this Contract becomes void. ARBITRATION:In the event a dispute shall arise between the parties to this Contract, it is hereby agreed that the dispute shall be resolved in arbitration. The arbitrator’s decision shall be final and binding and judgment may be entered thereon. The number of arbitrators shall be one. The place of arbitration shall be Pittsburgh, PA. The laws of the State of Pennsylvania shall apply.In the event a party fails to proceed with arbitration, unsuccessfully challenges the arbitrator’s award, or fails to comply with arbitrator’s award, the other party is entitled to costs of suit including a reasonable attorney’s fee for having to compel arbitration or defend or enforce the award.
COUNTERPARTS/EXECUTION: This Contract may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signature pages may be executed via "wet" signature or electronic mark. Asigned copy of this Contract transmitted by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Contract for all purposes.
RELEASE: Buyer hereby releases, quit claims, and discharges Seller, their employees, officers, or partners, and any other person, firm, or corporation who may be liable by or through them, from any and all claims, losses, or demands, including but not limited to personal injuries and property damage and all of the consequences thereof, whether now known or not, which may arise from the presence of termites or other insects, radon, lead based paint hazards, mold, environmental hazards, any defects in the on-lot sewage disposal system or deficiencies in the on-site water service system, or any defects or conditions on the Property. This Release will survive settlement.
ASSIGNMENT: Contract will be binding upon the parties, their respective heirs, personal representatives, guardians and successors, and to the extent assignable, on the assigns of the parties hereto, it being expressly understood however, that Buyer will not transfer or sign this Contract without the written consent of Seller.
REPRESENTATIONS:The provisions of this Contract survive closing. This Contract contains the entire Contract between the parties hereto, and all previous negations leading hereto, and it may be modified only by an addendum, in writing, signed by Buyer and Seller. Nothing herein shall be construed as constituting a partnership or joint venture between Buyer and Seller. Neither Buyer nor Seller has employed a broker. Buyer considers itself/herself/himself a knowledgeable and sophisticated investor having such knowledge of financial and business matters that is capable of evaluating the merits and risks of investment. Buyer has had an opportunity to consult with an attorney regarding this Contract.