Once the letter of intent (LOI) is signed, the deal becomes a project. The purchase and sale agreement (PSA) starts clocks that run whether or not anyone is watching. Miss one and the client loses money or leverage. Your job as buyer rep is not to draft the contract. It is to know what it says, calendar every date, and keep the team moving.

Key terms. The PSA is the binding contract. Earnest money is the deposit held by an escrow agent, usually the title company. It goes hard when the buyer can no longer get it back. An estoppel is a tenant's signed statement of what its lease says and whether anyone is in default. An SNDA is a three-party agreement among tenant, landlord and lender. NOI is net operating income, and the cap rate is NOI divided by price. A retrade is a request to change price or terms after the PSA is signed.

Builds on. Lesson 5 wrote the LOI this lesson turns into a contract, and covers earnest money and the deposit rules. Go deeper in Course 10 (the framework) and Course 12 (the 15 PSA terms).

This is education, not legal, tax or lending advice. Confirm legal and tax points with your broker of record, a Florida attorney and the client's CPA.

The PSA at a broker level

Many Florida commercial deals start on the Florida Realtors Commercial Contract. The current family is CC-6, announced in March 2025. It counts time in calendar days, moves a weekend or holiday deadline to the next day that is neither, and keeps "time is of the essence." The form is not designed for complex deals, so larger ones are often attorney-drafted. Paragraph numbers shift between revisions, so read the current blank form and never quote a number from memory.

The form covers price, deposits, title, property condition (as-is or a due diligence period), closing, default, assignability, brokers, optional clauses such as a 1031 exchange clause, and an additional terms block, where the buyer's attorney adds estoppel deadlines, seller representations and assignment language. You fill blanks and explain clauses in plain words. Attorneys draft and interpret.

Two broker rules:

Silence can cost the deposit. As we read the form's structure, a buyer who sends no written acceptability notice before diligence ends is treated as accepting the property as-is. Deposit holders and escrow rules are in Lesson 5.
Ask the foreign-buyer questions early. The form carries a warning box on Florida's foreign-ownership statutes, and buyers may sign an affidavit. The rules and how to screen are in Lesson 7.

The terms that matter most to a buyer

Ranges are market practice that varies. Check the current form for day counts.

Term	What matters to the buyer	Watch for
Deposit	Amount (commonly 1 to 5 percent, negotiated), holder, and the exact hard date	A second deposit that goes hard too early
Diligence period and extension	Days from the effective date (30 to 60 commonly quoted; industrial often more) and a right to extend	An extension that is not a signed written addendum
Title objection and cure	Objection window after title evidence arrives (older CC-5 gave 15 days), seller cure period, then terminate or accept	The title clock can end before diligence ends
Estoppels and SNDAs	Seller delivers by a deadline before diligence ends; termination right for material discrepancies	Forms that treat them only as closing documents
As-is and representations	Seller warranties are thin beyond title; ask for reps on leases, litigation, environmental notices	Reps that expire at closing
Prorations	Taxes, rents actually collected, common area maintenance (CAM) true-up, security deposits credited to the buyer	Uncollected rent and CAM under-recovery
Casualty and condemnation	Who bears risk before closing; buyer's option to cancel or take proceeds	Hurricane timing
Assignment	Right to assign to an LLC formed later, an affiliate, or a qualified intermediary (QI)	"Not assignable" checked by mistake
Default and remedies	Deposit as liquidated damages versus specific performance; cure periods	A client who thinks the deposit is risk-free
Financing contingency	Loan approval date and terms, and deposit return if approval fails	Prequalification may not satisfy the definition; dates must fit the 1031 clock

The diligence calendar

Build a shared calendar the day the PSA is signed; Day 0 is the effective date. Adjust the weeks to the contract.

When	Tasks	Owner
Week 1	Confirm deposit receipt; order title commitment, ALTA survey, Phase I environmental site assessment (ESA) and property condition assessment; send seller document request; get lender's written list; request insurance quotes	Buyer, broker, attorney, lender, seller (documents)
Week 2	Attorney reviews title exceptions; abstract leases and tie rent roll to them; site walk with inspector; zoning and permit requests	Attorney, analyst, broker, consultants
Week 3	Estoppel and SNDA requests to tenants; review draft Phase I and condition report; send title objection letter inside its window	Seller (estoppels), attorney, broker
Week 4	Reconcile estoppels; finish T-12 and CAM audit; model reassessed taxes and insurance; lender appraisal; decide on any retrade	Buyer, broker, lender
Final days	Written acceptability or termination notice; extension addendum if needed; confirm the deposit's hard date	Buyer signs, attorney sends, broker confirms

The T-12 is the seller's trailing twelve months of income and expenses.

Calendar the deposit-goes-hard date twice. Put the contract date on the shared calendar, then add an internal deadline three business days earlier, when the team stops discovering and starts deciding.

For depth, use the diligence checklist, Course 10 and the tour checklist.

Diligence checklist for NNN

NNN diligence is mostly the lease, the tenant and who owns the roof.

Item	What to confirm
Lease and amendments	Executed lease plus every amendment, assignment and side letter; term left, options, rent bumps, landlord duties (NNN lease review checklist)
Estoppel and SNDA	Tenant estoppel that matches the lease file; SNDA if the lender requires it
Guaranty	Who guarantees, scope, term, and whether it survives assignment
Tenant financials	Store sales and financials for private or franchisee operators; ratings for public ones (Lesson 4)
Rent verification	Rent paid to date, tied to the rent roll and deposits
Title and survey	Access, easements, reciprocal easement agreements, parking count
Environmental	Phase I; fuel, dry-clean and auto-service history
Roof and structure	Who owes replacement under the lease; age and condition
Zoning	Conforming or legal nonconforming, rebuild right, drive-thru approvals
Insurance	Who carries the policy, limits, wind deductible, certificate naming the landlord
Taxes and reassessment	Reassessed value after sale (F.S. 193.1555) and who reimburses it

Diligence checklist for industrial

Multi-tenant industrial adds rollover, physical systems and site rights. The rent roll checklist supports the first rows.

Item	What to confirm
Rent roll and lease audit	Every lease abstracted; rent, steps, options, recoveries, use clauses
Estoppels	One per tenant, dated close to closing, reconciled to the leases
T-12 and CAM audit	Income and expenses tied to ledgers, tax bills and invoices; recoveries billed versus collected
Title and ALTA survey	Exceptions reviewed; survey shows easements, access, yard, flood zone
Phase I ESA	ASTM E1527-21; key components go stale after 180 days (one-year outer limit), so a delayed closing needs an update (environmental guide)
Property condition assessment	ASTM E2018 baseline with costs, split into immediate repairs and reserves
Roof and slab	Roof age, type, warranty, moisture survey; slab cracks and load rating for racking
Sprinklers	System type and design against the tenant's commodity; water supply test
Power and dock equipment	Service amps, voltage and phase (three-phase power); door and leveler condition
Zoning, permits and COs	Written zoning verification; open or expired permits; certificate of occupancy (CO); flood zone
Outside storage rights	Zoning allows it, the lease grants it, the survey shows it

Rank findings by fixability: clear height and truck court depth are hard to change; power and dock doors often can be added.

Reading estoppels and leases for surprises

Compare each estoppel to the lease and the rent roll.

Compare	Surprise to look for
Rent and paid-through date	Rent below the rent roll, prepaid or unpaid rent
Security deposit	Amount that differs from the seller's ledger
Term and options	An option or termination right missing from the rent roll
Defaults, offsets, side letters	Claimed landlord defaults, disputed CAM, side-letter concessions
Exclusives and use	Exclusive-use rights that block your next tenant
Purchase option or ROFR	A right of first refusal (ROFR) that can override your contract
Sales tax language	Rent stated "plus sales tax" for periods beginning on or after October 1, 2025, when Florida's commercial rent tax ended

Title and survey basics

You do not read title. You make sure the right people read it in time.

Item	What happens	Who to call
Title commitment	Lists requirements and exceptions the policy will not cover	Title agent produces; attorney reviews
Survey	Shows boundaries, easements, encroachments, access, flood zone	Licensed surveyor; attorney and title agent review
Objection letter	Written notice of unacceptable items, sent inside the contract window	Attorney sends; you calendar it
Cure	Seller removes the item, or the title company insures over it if the attorney agrees	Seller and title agent

For surveys started on or after February 23, 2026, the 2026 ALTA/NSPS standards apply, so confirm the order references them. Never tell a client "the title looks clean." Florida discipline rules bar you from opining on title and require you to advise buyers to consult an attorney or obtain title insurance (F.S. 475.25(1)(j)).

Retrades

Retrades happen when diligence finds what the price did not include: a roof, an estoppel that disagrees with the rent roll, an environmental flag, a short loan. Evidence and timing decide most of them.

Finding	Type	How to price it
Industrial roof replacement, quoted	One-time cost	Dollar-for-dollar credit or price cut, supported by two bids
Industrial estoppel shows rent $1.00 per SF below the rent roll on a 5,000 SF bay	Recurring income	$1.00 x 5,000 SF = $5,000 of NOI; $5,000 ÷ 0.065 = $76,923 of value at a 6.50% cap (illustrative, an investor building)
NNN estoppel reveals a tenant termination right at year 5	Term and credit risk	Reprice or seek a termination fee. On a separate NNN building with $195,000 of NOI: 195,000 ÷ 0.06 = $3,250,000 versus 195,000 ÷ 0.065 = $3,000,000, a $250,000 swing (illustrative)
Phase I finds a recognized environmental condition	Unknown cost	Time for a Phase II, then price or walk

The pricing rule is the one from Course 22, Lesson 4: each $1 of NOI is worth 1 ÷ cap rate in price.

Do: tie the request to a report, a bid or a verified document; call the listing broker before you write; ask before the deposit goes hard. Do not: send "the deal doesn't work anymore," or retrade twice. Keep the seller relationship: stay factual, thank the listing broker, and take a fair counter.

(a) Situation: You call the listing broker with a roof finding, six days before diligence ends. "Hi [Name], this is [Agent] with MaxLife Commercial about [property]. Our condition report came back on [date]. The engineer puts the roof at end of life. I am sending two replacement bids with the report. My client still wants the building. Would your seller consider a credit or price reduction to cover the lower bid, [amount]? Diligence ends [date], so I would like an answer by [date]."

When to extend. Extend, in writing and before expiry, when the delay is outside your control (a late estoppel, a Phase II, a lender delay), and offer something in return, such as an earlier hard date on part of the deposit. When to walk. Walk, in writing and before diligence ends, when the issue cannot be cured in time, the lender will not finance it, the estoppels change the underwriting, or the client misses return targets on revised numbers (Course 8, Lesson 7).

Managing the team and the client

Send the client a one-page status every Friday: done, outstanding and who owns it, changes in the numbers, the next three dates, decisions needed.

Extensions are written. A phone call extends nothing. Use the approved extension addendum (Florida Realtors lists one; confirm the version), signed before the deadline. A sample request: "[Tenant] has not returned its estoppel and our lender requires it. We would like a [five]-day extension to [date], in writing, on the addendum. Everything else stays the same."
Keep the lender in sync. Send each report as it arrives, so the roof is not a week-four surprise.
Keep the 1031 intermediary in sync. For an exchange buyer, send the qualified intermediary the PSA dates and check them against the 1031 timeline calculator and Course 21. The 1031 deadlines are fixed, so extensions must fit inside them.

A worked example (illustrative buyer, invented numbers)

Assumptions (invented, not market data and not MaxLife results): Bayside Fabrication Inc., the owner-user from Lessons 1 and 2, buys the 20,000 SF small-bay flex building in Orange County for $3,000,000 ($3,000,000 ÷ 20,000 = $150.00 per SF). Bayside will occupy 14,000 SF and one tenant leases the other 6,000 SF. Financing is the SBA 504 structure from Lesson 2: bank 50 percent, certified development company (CDC) 40 percent, Bayside 10 percent, with debt service of $217,143 a year at the original price (bank loan at 0.082909, CDC loan at 0.077316). The deposit is $60,000 (3,000,000 x 0.02), soft until diligence ends. The effective date is Monday, October 5, 2026; diligence runs 45 days to Thursday, November 19, because SBA 504 takes longer than a conventional loan; closing is Friday, January 8, 2027.

Date	Event
Oct 5	Effective date; deposit to the title company
Oct 6	Title, survey, Phase I and condition assessment ordered; lender's written requirements requested
Oct 26	Estoppel and SNDA requests go to the 6,000 SF tenant
Nov 9	Condition draft: roof at end of life
Nov 12	Second roofing bid in; retrade package built
Nov 13	Call to the listing broker, then the written request
Nov 16	Internal deadline: three business days before diligence ends. Seller counters
Nov 17	Written amendment signed
Nov 19	Acceptability notice delivered; deposit goes hard
Dec 18	SBA 504 approval date written into the PSA
Jan 8, 2027	Closing

The roof is a one-time cost, so the buyer asks for a dollar-for-dollar credit. Bid A is 20,000 SF x $9.00 = $180,000. Bid B is 20,000 SF x $8.25 = $165,000. On the Nov 13 call the buyer rep says: "Our engineer's November 9 report puts the roof at end of life. Two bids, $180,000 and $165,000, are attached. We ask for the lower one as a price reduction, to $2,835,000, by Monday, November 16." The result:

Step	Credit	Price	Per SF	Down payment (10%)	Annual debt service
Original	none	$3,000,000	$150.00	$300,000	$217,143
Buyer ask	$165,000	$2,835,000	$141.75	$283,500	$205,200
Seller counter (half)	$82,500	$2,917,500	$145.88	$291,750	$211,171
Settlement (75%)	$123,750	$2,876,250	$143.81	$287,625	$208,186

Arithmetic: 165,000 ÷ 2 = $82,500; 165,000 x 0.75 = $123,750; 3,000,000 - 123,750 = $2,876,250. At the settlement price the bank loan is 50% x $2,876,250 = $1,438,125, and 1,438,125 x 0.082909 = $119,234. The CDC loan is 40% x $2,876,250 = $1,150,500, and 1,150,500 x 0.077316 = $88,952. Together they are $208,186, which is $217,143 - $208,186 = $8,957 a year less than at the original price. A closing credit leaves the price and the loan unchanged, and some lenders limit credits, so ask the lender first. Rerun your own numbers in the industrial deal analyzer.

Key takeaways

You are the project manager, not the lawyer. Route legal questions to counsel, and read the current form, not memory.
Calendar the deposit-goes-hard date twice: the contract date and three business days earlier.
Price a retrade with evidence: one-time costs as credits, recurring income at 1 ÷ cap rate, and ask before the deposit goes hard. Compare every estoppel to the lease and rent roll.
Put every extension and change in a signed writing, and keep the lender and 1031 intermediary on the same dates.

Next: Lesson 7 covers financing, closing, and what happens after the keys.

The PSA and Due Diligence Management