Purchase and Sale Agreement (PSA)

Standard PSA Sections

• Parties: buyer and seller (legal entities); broker disclosures
• Property description: legal description, address, parcels, included personal property, leases
• Purchase price: total price, allocation (land/building/personal property), payment mechanics
• Deposit: earnest money amount, escrow holder, refundability terms across DD periods
• Due diligence period: length, scope, document delivery requirements, inspection rights, termination right
• Title and survey: commitment delivery timing, objection mechanics, cure obligations
• Financing contingency: if applicable, financing terms required for non-default termination
• Reps and warranties: seller and buyer reps; survival period; cap and basket
• Pre-closing covenants: seller operates property in ordinary course; no material lease modifications without buyer consent
• Conditions to closing: what must be true for buyer and seller obligations to apply
• Closing mechanics: closing date, prorations, deliveries
• Default and remedies: buyer default (typically deposit retention); seller default (typically specific performance or deposit refund + costs)
• Indemnification: survival of reps; defense and indemnity
• Miscellaneous: governing law, venue, notices, assignment, broker, integration

Florida-Specific PSA Provisions

• Florida documentary stamp tax: standard at $0.70 per $100 on purchase price; typically buyer pays (negotiable)
• Florida intangible tax (if mortgage): $2.00 per $1,000 of mortgage; typically borrower pays
• Title insurance: typically seller pays under FL custom (negotiable; varies by region)
• Hurricane/casualty: Florida PSAs should specifically address property condition during hurricane disruption — typically defines threshold for buyer termination right
• Insurance binding: typically 14–30 days pre-closing for buyer FL insurance binding
• Florida property tax pro-ration: calculated to closing date; treatment of post-sale reassessment
• Estoppel campaign: seller obligation to deliver estoppels from material tenants by defined date
• 1031 exchange cooperation: if buyer is 1031 exchanger, seller cooperates in qualified intermediary mechanics
• Mold/water intrusion: FL humidity-driven concern — specific representation typically included
• Radon: FL radon disclosure if applicable

Negotiation Priorities

• Due diligence period length: buyer wants longer; seller wants shorter — typical 30–60 days
• Deposit: typically 1–3% of purchase price; "hard" (non-refundable after DD) vs. "soft" (refundable longer)
• Reps and warranties: scope, survival period (typically 6–18 months), cap (typically 1–3% of price), basket (typically 0.5–1.0% of price)
• As-is, where-is: seller wants broad as-is provision; buyer wants survival of certain reps
• Financing contingency: buyer wants flexibility; seller wants narrow definition
• Casualty/condemnation thresholds: what triggers buyer termination right vs. closing with reduced price
• Specific performance: seller default typically gives buyer choice of specific performance or deposit refund + costs
• Broker representations: who pays broker, broker confirmations

What is a Purchase and Sale Agreement (PSA) in CRE?

A Purchase and Sale Agreement (PSA) is the binding definitive contract governing a CRE acquisition — replacing the non-binding Letter of Intent. The PSA documents the legal commitment of buyer and seller and includes: purchase price, deposit and escrow mechanics, due diligence period, financing contingency (if applicable), reps and warranties, conditions to closing, default and remedy provisions, indemnification, and closing mechanics. Florida CRE PSAs are typically governed by Florida law with venue in the county where the property sits.

What's a typical Florida CRE PSA due diligence period?

Florida CRE acquisition due diligence periods typically range 30–60 days from PSA execution. Common terms: 30 days for straightforward stabilized deals; 45 days for value-add with multiple tenants; 60+ days for complex acquisitions (development, environmental concerns, large multi-tenant). The DD period typically gives the buyer broad termination right with deposit refund; deposit becomes 'hard' (non-refundable) at end of DD period.

What's the difference between hard and soft deposit?

A 'soft' deposit is fully refundable during the due diligence period — buyer can terminate for any reason and get the deposit back. A 'hard' deposit is non-refundable after a specified date (typically end of DD period) — buyer forfeits deposit if they terminate for reasons not contractually specified (e.g., financing failure may or may not give back deposit depending on contingency structure). Florida deals commonly use combination structures (e.g., $100K refundable during DD; additional $200K hard after DD).

What reps and warranties are standard in a Florida CRE PSA?

Standard FL CRE PSA seller reps and warranties typically cover: authority and binding agreement; no conflicts with leases/contracts/laws; ownership and title; no undisclosed leases or contracts; no notice of violations or pending litigation; reasonable disclosure of material physical/environmental conditions; no undisclosed broker; rent roll accuracy; lease estoppels match disclosed terms. Survival period typically 6–18 months; cap typically 1–3% of price; basket typically 0.5–1.0% of price.

Who can negotiate a Florida CRE PSA?

Michael R. Linton and Linton Global Solutions execute PSAs daily across Florida CRE acquisitions — multifamily, industrial, retail, hospitality, mixed-use, medical office, and self-storage. 39 years of Florida CRE transaction experience and direct relationships with FL CRE legal counsel (real estate, tax, and litigation) produces PSAs that close on schedule and protect both buyer and seller. Active Orlando, Tampa, and I-4 corridor pipeline. Call (312) 612-1031.

Article Summary

Purchase and Sale Agreement (PSA) = binding definitive contract governing CRE acquisition. Replaces non-binding LOI. Standard sections: parties, property description, purchase price, deposit, due diligence period (30–60 days typical FL), title/survey, financing contingency, reps and warranties (typically 6–18 month survival, 1–3% cap, 0.5–1.0% basket), pre-closing covenants, conditions to closing, closing mechanics, default and remedies, indemnification. FL-specific: doc stamp tax (~$0.70/$100 buyer typically pays), title insurance custom (seller typically), hurricane/casualty thresholds, estoppels, 1031 cooperation, mold/water intrusion reps, post-sale tax pro-ration.

Key Takeaways

• ✓PSA = binding contract that converts LOI into legal commitment.
• ✓FL DD period typically 30–60 days; deposit hardens after DD.
• ✓Reps and warranties: 6–18 month survival, 1–3% cap, 0.5–1% basket.
• ✓FL doc stamp ~$0.70/$100 typically paid by buyer.
• ✓FL PSAs address hurricane/casualty thresholds and post-sale tax pro-ration.

About Michael R. Linton

Michael R. Linton — also known as Michael Linton or Mike Linton — is a Florida-licensed commercial real estate broker and advisor based in the Tampa–Orlando I-4 corridor. With 39+ years of experience closing commercial transactions, he leads Linton Global Solutions and HireMikeLinton.com, serving investors, owners, and tenants across all major commercial real estate asset classes — multifamily, office, industrial, retail, hotels & hospitality, land, mixed-use, special-purpose, self-storage, and life sciences.

Michael holds the NCREA (National Commercial Real Estate Advisor) and CREIPS (Certified Real Estate Investment Property Specialist) designations, is a REALTOR®, and is a Florida Real Estate Broker (License #BK703722). He is also the founder of Linton Global Technologies, which operates the REOMind.ai AI-powered REO disposition platform serving 500+ banks.

Ready to Talk About Your Purchase and Sale Agreement (PSA) Deal?

Get a free consultation with Michael R. Linton — 39 years of Central Florida CRE experience. Zero pressure.

Works Cited

1. Florida Bar Real Property Section. "Real Property Transactions." The Florida Bar, https://www.floridabar.org/. Accessed Jun 9, 2026.
2. American Bar Association. "Commercial Real Estate Transactions." ABA, https://www.americanbar.org/. Accessed Jun 9, 2026.
3. CCIM Institute. "Commercial Real Estate Investment." CCIM, https://www.ccim.com/. Accessed Jun 9, 2026.
4. Practical Law. "Commercial Real Estate Purchase and Sale Agreements." Thomson Reuters, https://content.next.westlaw.com/. Accessed Jun 9, 2026.

Disclosure & Compliance

Disclosure: This article discusses proprietary technology developed by Linton Global Technologies. Michael R. Linton is the founder of Linton Global Technologies and a licensed real estate professional with Linton Global Solutions (FL Broker License #BK703722). This content is for informational purposes only and does not constitute investment, legal, or financial advice.

Compliance Statement: All CREDDS and REOMind.ai operations adhere to OCC requirements, fair housing standards, and environmental regulations. Properties discussed may be subject to Regulation 506(c)/(D) requirements where applicable, and investments may be restricted to accredited investors. Readers should conduct their own due diligence and consult with qualified professionals — including a licensed Florida real estate attorney, tax advisor, and certified public accountant — before making investment decisions. Past performance does not guarantee future results.