D R AFT - South Tahoe Association of REALTORS®

Seller’s Initials (__________)(__________) Buyer’s Initials (__________)(__________) Seller’s Initials (__________)(__________) Buyer’s Initials (__________)(__________) Seller’s Initials (__________)(__________) Buyer’s Initials (__________)(__________)

Seller’s Initials (__________)(__________) Buyer’s Initials (__________)(__________)

CALIFORNIARESIDENTIAL PURCHASE AGREEMENT

AND JOINT ESCROW INSTRUCTIONSFor Use With Single Family Residential Property — Attached or Detached

(C.A.R. Form RPA-CA, Revised 4/10)

CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT (RPA-CA PAGE 1 OF 8)

C A L I F O R N I A AS SO C IAT IONOF REALTORS®

RPA-CA REVISED 4/10 (PAGE 1 OF 8) Print Date

The copyright laws of the United States (Title 17 U.S. Code) forbid the unauthorized reproduction of this form, orany portion thereof, by photocopy machine or any other means, including facsimile or computerized formats.Copyright © 1991-2010, CALIFORNIA ASSOCIATION OF REALTORS®, INC. ALL RIGHTS RESERVED.

Seller’s Initials (__________)(__________)

Reviewed by _______ Date _______

DR

AFTDate _____________________________

1. OFFER: A. THIS IS AN OFFER FROM ________________________________________________________________________________ (“Buyer”).B. THE REAL PROPERTY TO BE ACQUIRED is described as _______________________________________________________

______________________________________________________, Assessor’s Parcel No. __________________________, situated in______________________________________________, County of __________________________________, California, (“Property”).

C. THE PURCHASE PRICE offered is ________________________________________________________________________________________________________________________ Dollars $ ___________________________________________.

D. CLOSE OF ESCROW shall occur on ___________________________________ (date)(or nn ______ Days After Acceptance).2. AGENCY:

A. DISCLOSURE: Buyer and Seller each acknowledge prior receipt of a “Disclosure Regarding Real Estate Agency Relationships”(C.A.R. Form AD).

B. POTENTIALLY COMPETING BUYERS AND SELLERS: Buyer and Seller each acknowledge receipt of a disclosure of thepossibility of multiple representation by the Broker representing that principal. This disclosure may be part of a listingagreement, buyer representation agreement or separate document (C.A.R. Form DA). Buyer understands that Brokerrepresenting Buyer may also represent other potential buyers, who may consider, make offers on or ultimately acquire theProperty. Seller understands that Broker representing Seller may also represent other sellers with competing properties ofinterest to this Buyer.

C. CONFIRMATION: The following agency relationships are hereby confirmed for this transaction:Listing Agent _____________________________________________________ (Print Firm Name) is the agent of (check one):nn the Seller exclusively; or nn both the Buyer and Seller.Selling Agent _______________________________________________________ (Print Firm Name) (if not the same as theListing Agent) is the agent of (check one): nn the Buyer exclusively; or nn the Seller exclusively; or nn both the Buyer andSeller. Real Estate Brokers are not parties to the Agreement between Buyer and Seller.

3. FINANCE TERMS: Buyer represents that funds will be good when deposited with Escrow Holder. A. INITIAL DEPOSIT: Deposit shall be in the amount of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$ ____________

(1) Buyer shall deliver deposit directly to Escrow Holder by personal check, nn electronic funds transfer,nn other ___________________________________ within 3 business days after acceptance(or nn Other________________________________________________________________________);

OR (2) (If checked) nn Buyer has given the deposit by personal check (or nn ________________________)to the agent submitting the offer (or to nn _________________________________), made payable to_________________________________. The deposit shall be held uncashed until Acceptance andthen deposited with Escrow Holder (or nn into Broker’s trust account) within 3 business days afterAcceptance (or nn Other_______________________________ ).

B. INCREASED DEPOSIT: Buyer shall deposit with Escrow Holder an increased deposit in the amount of . . . .$ ____________within ____ Days After Acceptance, or nn _________________________________________________.If a liquidated damages clause is incorporated into this Agreement, Buyer and Seller shall sign a separateliquidated damages clause (C.A.R. Form RID) for any increased deposit at the time it is Delivered.

C. LOAN(S):(1) FIRST LOAN: in the amount of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$ ____________

This loan will be conventional financing or, if checked, nn FHA, nn VA, nn Seller (C.A.R. Form SFA),nn assumed financing (C.A.R. Form PAA), nn Other ________________. This loan shall be at a fixed ratenot to exceed _______% or, nn an adjustable rate loan with initial rate not to exceed ____%. Regardlessof the type of loan, Buyer shall pay points not to exceed ____% of the loan amount.

(2) nn SECOND LOAN in the amount of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$ ____________This loan will be conventional financing or, if checked, nn Seller (C.A.R. Form SFA), nn assumedfinancing (C.A.R. Form PAA), nn Other ________________. This loan shall be at a fixed rate not toexceed _______% or, nn an adjustable rate loan with initial rate not to exceed ____%. Regardless ofthe type of loan, Buyer shall pay points not to exceed ____% of the loan amount.

(3) FHA/VA: For any FHA or VA loan specified above, Buyer has 17 (or nn ______) Days AfterAcceptance to Deliver to Seller written notice (C.A.R. Form FVA) of any lender-required repairs orcosts that Buyer requests Seller to pay for or otherwise correct. Seller has no obligation to pay orsatisfy lender requirements unless otherwise agreed in writing.

D. ADDITIONAL FINANCING TERMS: ____________________________________________________________________________________________________________________________________

E. BALANCE OF DOWN PAYMENT OR PURCHASE PRICE in the amount of . . . . . . . . . . . . . . . . . . . . . . . . .$ ____________to be deposited with Escrow Holder within sufficient time to close escrow.

F. PURCHASE PRICE (TOTAL): . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$ ______________

Buyer’s Initials (__________)(__________)

Seller’s Initials (__________)(__________) Buyer’s Initials (__________)(__________) Seller’s Initials (__________)(__________) Buyer’s Initials (__________)(__________)

DR

AFTG. VERIFICATION OF DOWN PAYMENT AND CLOSING COSTS: Buyer (or Buyer’s lender or loan broker pursuant to 3H(1) shall,

within 7 (or nn ____________) Days After Acceptance, Deliver to Seller written verification of Buyer’s down payment andclosing costs. (If checked, nn verification attached.)

H. LOAN TERMS:(1) LOAN APPLICATIONS: Within 7 (or nn ______) Days After Acceptance, Buyer shall Deliver to Seller a letter from lenderor loan broker stating that, based on a review of Buyer's written application and credit report, Buyer is prequalified orpreapproved for any NEW loan specified in 3C above. (If checked, nn letter attached.)(2) LOAN CONTINGENCY: Buyer shall act diligently and in good faith to obtain the designated loan(s). Obtaining the loan(s)specified above is a contingency of this Agreement unless otherwise agreed in writing. Buyer’s contractual obligations toobtain and provide deposit, balance of down payment and closing costs are not contingencies of this Agreement. (3) LOAN CONTINGENCY REMOVAL: (i) Within 17 (or nn ______) Days After Acceptance, Buyer shall, as specified in paragraph 14, in writing remove the loancontingency or cancel this Agreement;

OR (ii) (If checked) nn the loan contingency shall remain in effect until the designated loans are funded.(4) nn NO LOAN CONTINGENCY (If checked): Obtaining any loan specified above is NOT a contingency of this Agreement. IfBuyer does not obtain the loan and as a result Buyer does not purchase the Property, Seller may be entitled to Buyer’s depositor other legal remedies.

I. APPRAISAL CONTINGENCY AND REMOVAL: This Agreement is (or, if checked, nn is NOT) contingent upon a writtenappraisal of the Property by a licensed or certified appraiser at no less than the specified purchase price. If there is a loancontingency, Buyer’s removal of the loan contingency shall be deemed removal of this appraisal contingency (or, nn if checked,Buyer shall, as specified in paragraph 14B(3), in writing remove the appraisal contingency or cancel this Agreement within 17(or ____) Days After Acceptance). If there is no loan contingency, Buyer shall, as specified in paragraph 14B(3), in writingremove the appraisal contingency or cancel this Agreement within 17 (or nn ____) Days After Acceptance.

J. nn ALL CASH OFFER (If checked): Buyer shall, within 7 (or nn _____) Days After Acceptance, Deliver to Seller writtenverification of sufficient funds to close this transaction. (If checked, nn verification attached.)

K. BUYER STATED FINANCING: Seller has relied on Buyer’s representation of the type of financing specified (including but notlimited to, as applicable, amount of down payment, contingent or non contingent loan, or all cash). If Buyer seeks alternatefinancing, (i) Seller has no obligation to cooperate with Buyer’s efforts to obtain such financing, and (ii) Buyer shall also pursuethe financing method specified in this Agreement. Buyer’s failure to secure alternate financing does not excuse Buyer from theobligation to purchase the Property and close escrow as specified in this Agreement.

4. ALLOCATION OF COSTS (If checked): Unless otherwise specified here, in writing, this paragraph only determines who is to payfor the inspection, test or service (“Report”) mentioned; it does not determine who is to pay for any work recommended oridentified in the Report.A. INSPECTIONS AND REPORTS:

(1) nn Buyer nn Seller shall pay for an inspection and report for wood destroying pests and organisms (“Wood Pest Report”)prepared by ____________________________________________________a registered structural pest control company.

(2) nn Buyer nn Seller shall pay to have septic or private sewage disposal systems inspected ________________.(3) nn Buyer nn Seller shall pay to have domestic wells tested for water potability and productivity _______________________.(4) nn Buyer nn Seller shall pay for a natural hazard zone disclosure report prepared by _______________________________.(5) nn Buyer nn Seller shall pay for the following inspection or report _____________________________________________.(6) nn Buyer nn Seller shall pay for the following inspection or report _____________________________________________.

B. GOVERNMENT REQUIREMENTS AND RETROFIT:(1) nn Buyer nn Seller shall pay for smoke detector installation and/or water heater bracing, if required by Law. Prior to Close Of

Escrow, Seller shall provide Buyer written statement(s) of compliance in accordance with state and local Law, unless exempt.(2) nn Buyer nn Seller shall pay the cost of compliance with any other minimum mandatory government retrofit standards,

inspections and reports if required as a condition of closing escrow under any Law. ______________________________.C. ESCROW AND TITLE:

(1) nn Buyer nn Seller shall pay escrow fee _________________________________________________________________.Escrow Holder shall be _____________________________________________________________________________.

(2) nn Buyer nn Seller shall pay for owner’s title insurance policy specified in paragraph 12E __________________________.Owner’s title policy to be issued by ____________________________________________________________________.(Buyer shall pay for any title insurance policy insuring Buyer’s lender, unless otherwise agreed in writing.)

D. OTHER COSTS:(1) nn Buyer nn Seller shall pay County transfer tax or fee ______________________________________________________.(2) nn Buyer nn Seller shall pay City transfer tax or fee ________________________________________________________.(3) nn Buyer nn Seller shall pay Homeowner’s Association (“HOA”) transfer fee _____________________________________.(4) nn Buyer nn Seller shall pay HOA document preparation fees ________________________________________________.(5) nn Buyer nn Seller shall pay for any private transfer fee _____________________________________________________.(6) nn Buyer nnSeller shall pay for the cost, not to exceed $ _________________________, of a one-year home warranty plan,

issued by __________________________________________________________, with the following optional coverages:nn Air Conditioner nn Pool/Spa nn Code and Permit upgrade nn Other: ___________________________________________.Buyer is informed that home warranty plans have many optional coverages in addition to those listed above. Buyer isadvised to investigate these coverages to determine those that may be suitable for Buyer.

(7) nn Buyer nn Seller shall pay for ________________________________________________________________________.(8) nn Buyer nn Seller shall pay for ________________________________________________________________________.

RPA-CA REVISED 4/10 (PAGE 2 OF 8) Print Date Copyright © 1991-2010, CALIFORNIA ASSOCIATION OF REALTORS®, INC.

Property Address: _____________________________________________________ Date: _________________








DR

AFT5. CLOSING AND POSSESSION:

A. Buyer intends (or nn does not intend) to occupy the Property as Buyer's primary residence. B. Seller-occupied or vacant property: Possession shall be delivered to Buyer at 5 PM or (nn _____ nn AM/ nn PM) on the date

of Close Of Escrow; nn on ___________________________________; or nn no later than _______ Days After Close Of Escrow.If transfer of title and possession do not occur at the same time, Buyer and Seller are advised to: (i) enter into a writtenoccupancy agreement (C.A.R. Form PAA, paragraph 2.); and (ii) consult with their insurance and legal advisors.

C. Tenant-occupied property: (i) Property shall be vacant at least 5 (or nn ______) Days Prior to Close Of Escrow, unlessotherwise agreed in writing. Note to Seller: If you are unable to deliver Property vacant in accordance with rent controland other applicable Law, you may be in breach of this Agreement.

OR (ii) (if checked) nn Tenant to remain in possession. (C.A.R. Form PAA, paragraph 3.)D. At Close Of Escrow, (i) Seller assigns to Buyer any assignable warranty rights for items included in the sale, and (ii) Seller shall

Deliver to Buyer available Copies of warranties. Brokers cannot and will not determine the assignability of any warranties.E. At Close Of Escrow, unless otherwise agreed in writing, Seller shall provide keys and/or means to operate all locks, mailboxes,

security systems, alarms and garage door openers. If Property is a condominium or located in a common interest subdivision,Buyer may be required to pay a deposit to the Homeowners’ Association (“HOA”) to obtain keys to accessible HOA facilities.

6. STATUTORY DISCLOSURES (INCLUDING LEAD-BASED PAINT HAZARD DISCLOSURES) AND CANCELLATION RIGHTS:A. (1) Seller shall, within the time specified in paragraph 14A, Deliver to Buyer, if required by Law: (i) Federal Lead-Based Paint

Disclosures (C.A.R. Form FLD) and pamphlet (“Lead Disclosures”); and (ii) disclosures or notices required by sections 1102 et.seq. and 1103 et. seq. of the Civil Code (“Statutory Disclosures”). Statutory Disclosures include, but are not limited to, a RealEstate Transfer Disclosure Statement (“TDS”), Natural Hazard Disclosure Statement (“NHD”), notice or actual knowledgeof release of illegal controlled substance, notice of special tax and/or assessments (or, if allowed, substantially equivalentnotice regarding the Mello-Roos Community Facilities Act and Improvement Bond Act of 1915) and, if Seller has actualknowledge, of industrial use and military ordnance location (C.A.R. Form SPQ or SSD).

(2) Buyer shall, within the time specified in paragraph 14B(1), return Signed Copies of the Statutory and Lead Disclosures to Seller.(3) In the event Seller, prior to Close Of Escrow, becomes aware of adverse conditions materially affecting the Property, or any

material inaccuracy in disclosures, information or representations previously provided to Buyer, Seller shall promptly providea subsequent or amended disclosure or notice, in writing, covering those items. However, a subsequent or amendeddisclosure shall not be required for conditions and material inaccuracies of which Buyer is otherwise aware, or whichare disclosed in reports provided to or obtained by Buyer or ordered and paid for by Buyer.

(4) If any disclosure or notice specified in 6A(1), or subsequent or amended disclosure or notice is Delivered to Buyer after theoffer is Signed, Buyer shall have the right to cancel this Agreement within 3 Days After Delivery in person, or 5 Days AfterDelivery by deposit in the mail, by giving written notice of cancellation to Seller or Seller's agent.

(5) Note to Buyer and Seller: Waiver of Statutory and Lead Disclosures is prohibited by Law.B. NATURAL AND ENVIRONMENTAL HAZARDS: Within the time specified in paragraph 14A, Seller shall, if required by Law:

(i) Deliver to Buyer earthquake guides (and questionnaire) and environmental hazards booklet; (ii) even if exempt from theobligation to provide a NHD, disclose if the Property is located in a Special Flood Hazard Area; Potential Flooding (Inundation)Area; Very High Fire Hazard Zone; State Fire Responsibility Area; Earthquake Fault Zone; Seismic Hazard Zone; and (iii)disclose any other zone as required by Law and provide any other information required for those zones.

C. WITHHOLDING TAXES: Within the time specified in paragraph 14A, to avoid required witholding, Seller shall Deliver to Buyer orqualified substitute, an affidavit sufficient to comply with federal (FIRPTA) and California withholding Law (C.A.R. Form AS or QS).

D. MEGAN’S LAW DATABASE DISCLOSURE: Notice: Pursuant to Section 290.46 of the Penal Code, information aboutspecified registered sex offenders is made available to the public via an Internet Web site maintained by the Department ofJustice at www.meganslaw.ca.gov. Depending on an offender's criminal history, this information will include either the addressat which the offender resides or the community of residence and ZIP Code in which he or she resides. (Neither Seller norBrokers are required to check this website. If Buyer wants further information, Broker recommends that Buyer obtaininformation from this website during Buyer’s inspection contingency period. Brokers do not have expertise in this area.)

E. NOTICE REGARDING GAS AND HAZARDOUS LIQUID TRANSMISSION PIPELINES: This notice is being providedsimply to inform you that information about the general location of gas and hazardous liquid transmission pipelines isavailable to the public via the National Pipeline Mapping System (NPMS) Internet Web site maintained by the United StatesDepartment of Transportation at http://www.npms.phmsa.dot.gov/. To seek further information about possible transmissionpipelines near the property, you may contact your local gas utility or other pipeline operators in the area. Contactinformation for pipeline operators is searchable by ZIP Code and county on the NPMS Internet Web site.

7. CONDOMINIUM/PLANNED DEVELOPMENT DISCLOSURES:A. SELLER HAS: 7 (or nn ______) Days After Acceptance to disclose to Buyer whether the Property is a condominium, or is

located in a planned development or other common interest subdivision (C.A.R. Form SPQ or SSD).B. If the Property is a condominium or is located in a planned development or other common interest subdivision, Seller has 3

(or nn ______) Days After Acceptance to request from the HOA (C.A.R. Form HOA): (i) Copies of any documents required byLaw; (ii) disclosure of any pending or anticipated claim or litigation by or against the HOA; (iii) a statement containing thelocation and number of designated parking and storage spaces; (iv) Copies of the most recent 12 months of HOA minutes forregular and special meetings; and (v) the names and contact information of all HOAs governing the Property (collectively, “CIDisclosures”). Seller shall itemize and Deliver to Buyer all CI Disclosures received from the HOA and any CI Disclosures inSeller’s possession. Buyer’s approval of CI Disclosures is a contingency of this Agreement as specified in paragraph 14B(3).

8. ITEMS INCLUDED IN AND EXCLUDED FROM PURCHASE PRICE:A. NOTE TO BUYER AND SELLER: Items listed as included or excluded in the MLS, flyers or marketing materials are not

included in the purchase price or excluded from the sale unless specified in 8B or C.B. ITEMS INCLUDED IN SALE:

(1) All EXISTING fixtures and fittings that are attached to the Property; (2) EXISTING electrical, mechanical, lighting, plumbing and heating fixtures, ceiling fans, fireplace inserts, gas logs and grates,

solar systems, built-in appliances, window and door screens, awnings, shutters, window coverings, attached floor coverings,television antennas, satellite dishes, private integrated telephone systems, air coolers/conditioners, pool/spa equipment,garage door openers/remote controls, mailbox, in-ground landscaping, trees/shrubs, water softeners, water purifiers,security systems/alarms; (If checked) nn stove(s), nn refrigerator(s);



DR

AFT(3) The following additional items:_______________________________________________________________________.(4) Seller represents that all items included in the purchase price, unless otherwise specified, are owned by Seller.(5) All items included shall be transferred free of liens and without Seller warranty.

C. ITEMS EXCLUDED FROM SALE: Unless otherwise specified, audio and video components (such as flat screen TVs andspeakers) are excluded if any such item is not itself attached to the Property, even if a bracket or other mechanism attached tothe component is attached to the Property; and ______________________________________________________________.

9. CONDITION OF PROPERTY: Unless otherwise agreed: (i) the Property is sold (a) in its PRESENT physical (“as-is”) conditionas of the date of Acceptance and (b) subject to Buyer’s Investigation rights; (ii) the Property, including pool, spa, landscapingand grounds, is to be maintained in substantially the same condition as on the date of Acceptance; and (iii) all debris and personalproperty not included in the sale shall be removed by Close Of Escrow.A. Seller shall, within the time specified in paragraph 14A, DISCLOSE KNOWN MATERIAL FACTS AND DEFECTS affecting the

Property, including known insurance claims within the past five years, and make any and all other disclosures required by law. B. Buyer has the right to inspect the Property and, as specified in paragraph 14B, based upon information discovered in those

inspections: (i) cancel this Agreement; or (ii) request that Seller make Repairs or take other action.C. Buyer is strongly advised to conduct investigations of the entire Property in order to determine its present condition.

Seller may not be aware of all defects affecting the Property or other factors that Buyer considers important. Propertyimprovements may not be built according to code, in compliance with current Law, or have had permits issued.

10. BUYER’S INVESTIGATION OF PROPERTY AND MATTERS AFFECTING PROPERTY:A. Buyer’s acceptance of the condition of, and any other matter affecting the Property, is a contingency of this Agreement as

specified in this paragraph and paragraph 14B. Within the time specified in paragraph 14B(1), Buyer shall have the right, atBuyer's expense unless otherwise agreed, to conduct inspections, investigations, tests, surveys and other studies (“BuyerInvestigations”), including, but not limited to, the right to: (i) inspect for lead-based paint and other lead-based paint hazards;(ii) inspect for wood destroying pests and organisms; (iii) review the registered sex offender database; (iv) confirm theinsurability of Buyer and the Property; and (v) satisfy Buyer as to any matter specified in the attached Buyer’s InspectionAdvisory (C.A.R. Form BIA). Without Seller’s prior written consent, Buyer shall neither make nor cause to be made: (i) invasiveor destructive Buyer Investigations; or (ii) inspections by any governmental building or zoning inspector or governmentemployee, unless required by Law.

B. Seller shall make the Property available for all Buyer Investigations. Buyer shall (i) as specified in paragraph 14B, completeBuyer Investigations and, either remove the contingency or cancel this Agreement, and (ii) give Seller, at no cost, completeCopies of all Investigation reports obtained by Buyer, which obligation shall survive the termination of this Agreement.

C. Seller shall have water, gas, electricity and all operable pilot lights on for Buyer's Investigations and through the datepossession is made available to Buyer.

D. Buyer indemnity and seller protection for entry upon property: Buyer shall: (i) keep the Property free and clear of liens;(ii) repair all damage arising from Buyer Investigations; and (iii) indemnify and hold Seller harmless from all resulting liability,claims, demands, damages and costs. Buyer shall carry, or Buyer shall require anyone acting on Buyer’s behalf to carry,policies of liability, workers’ compensation and other applicable insurance, defending and protecting Seller from liability for anyinjuries to persons or property occurring during any Buyer Investigations or work done on the Property at Buyer’s direction priorto Close Of Escrow. Seller is advised that certain protections may be afforded Seller by recording a “Notice of Non-responsibility” (C.A.R. Form NNR) for Buyer Investigations and work done on the Property at Buyer’s direction. Buyer’sobligations under this paragraph shall survive the termination of this Agreement.

11. SELLER DISCLOSURES; ADDENDA; ADVISORIES; OTHER TERMS: A. Seller Disclosures (if checked): Seller shall, within the time sepcified in paragraph 14A, complete and provide Buyer with a:

nnSeller Property Questionnaire (C.A.R. Form SPQ) OR nnSupplemental Contractual and Statutory Disclosure (C.A.R. Form SSD)B. Addenda (if checked): nnAddendum # (C.A.R. Form ADM)

nnWood Destroying Pest Inspection and Allocation of Cost Addendum (C.A.R. Form WPA)nnPurchase Agreement Addendum (C.A.R. Form PAA) nnSeptic, Well and Property Monument Addendum (C.A.R. Form SWPI)nnShort Sale Addendum (C.A.R. Form SSA) nnOther

C. Advisories (If checked): nnBuyer’s Inspection advisory (C.A.R. Form BIA)nnProbate Advisory (C.A.R. Form PAK) nnStatewide Buyer and Seller Advisory (C.A.R.Form SBSA)nnTrust Advisory (C.A.R. Form TA) nnREO Advisory (C.A.R. Form REO)

D. Other Terms:12. TITLE AND VESTING:

A. Within the time specified in paragraph 14, Buyer shall be provided a current preliminary title report, which shall include a searchof the General Index, Seller shall within 7 Days After Acceptance, give Escrow Holder a completed Statement of Information.The preliminary report is only an offer by the title insurer to issue a policy of title insurance and may not contain every itemaffecting title. Buyer’s review of the preliminary report and any other matters which may affect title are a contingency of thisAgreement as specified in paragraph 14B.

B. Title is taken in its present condition subject to all encumbrances, easements, covenants, conditions, restrictions, rights andother matters, whether of record or not, as of the date of Acceptance except: (i) monetary liens of record unless Buyer isassuming those obligations or taking the Property subject to those obligations; and (ii) those matters which Seller has agreedto remove in writing.

C. Within the time specified in paragraph 14A, Seller has a duty to disclose to Buyer all matters known to Seller affecting title,whether of record or not.

D. At Close Of Escrow, Buyer shall receive a grant deed conveying title (or, for stock cooperative or long-term lease, anassignment of stock certificate or of Seller’s leasehold interest), including oil, mineral and water rights if currently owned bySeller. Title shall vest as designated in Buyer's supplemental escrow instructions. THE MANNER OF TAKING TITLE MAYHAVE SIGNIFICANT LEGAL AND TAX CONSEQUENCES. CONSULT AN APPROPRIATE PROFESSIONAL.

E. Buyer shall receive a CLTA/ALTA Homeowner’s Policy of Title Insurance. A title company, at Buyer's request, can provideinformation about the availability, desirability, coverage, and cost of various title insurance coverages and endorsements. IfBuyer desires title coverage other than that required by this paragraph, Buyer shall instruct Escrow Holder in writing and payany increase in cost.



Buyer’s Initials (__________)(__________) Seller’s Initials (__________)(__________)

4


DR

AFT13. SALE OF BUYER’S PROPERTY:

A. This Agreement is NOT contingent upon the sale of any property owned by Buyer. OR B. nn (If checked): The attached addendum (C.A.R. Form COP) regarding the contingency for the sale of property owned by

Buyer is incorporated into this Agreement.14. TIME PERIODS; REMOVAL OF CONTINGENCIES; CANCELLATION RIGHTS: The following time periods may only be

extended, altered, modified or changed by mutual written agreement. Any removal of contingencies or cancellation underthis paragraph by either Buyer or Seller must be exercised in good faith and in writing (C.A.R. Form CR or CC).A. SELLER HAS: 7 (or nn ______) Days After Acceptance to Deliver to Buyer all Reports, disclosures and information for which

Seller is responsible under paragraphs 4, 6A, B and C, 7A, 9A, 11A and B and 12A. Buyer may give Seller a Notice to Sellerto Perform (C.A.R. Form NSP) if Seller has not Delivered the items within the time specified.

B. (1) BUYER HAS: 17 (or nn ______) Days After Acceptance, unless otherwise agreed in writing, to:(i) complete all Buyer Investigations; approve all disclosures, reports and other applicable information, which Buyer receivesfrom Seller; and approve all matters affecting the Property; and(ii) Deliver to Seller Signed Copies of Statutory and Lead Disclosures Delivered by Seller in accordance with paragraph 6A.

(2) Within the time specified in 14B(1), Buyer may request that Seller make repairs or take any other action regarding theProperty (C.A.R. Form RR). Seller has no obligation to agree to or respond to Buyer’s requests.

(3) By the end of the time specified in 14B(1) (or as otherwise specified in this Agreement), Buyer shall, Deliver to Seller aremoval of the applicable contingency or cancellation (C.A.R. Form CR or CC) of this Agreement. However, if any report,disclosure or information for which Seller is responsible is not Delivered within the time specified in 14A, then Buyer has 5(or nn ______) Days After Delivery of any such items, or the time specified in 14B(1), whichever is later, to Deliver to Sellera removal of the applicable contingency or cancellation of this Agreement.

(4) Continuation of Contingency: Even after the end of the time specified in 14B(1) and before Seller cancels, if at all, pursuantto 14C, Buyer retains the right to either (i) in writing remove remaining contingencies, or (ii) cancel this Agreement based on aremaining contingency. Once Buyer’s written removal of all contingencies is Delivered to Seller, Seller may not cancel thisAgreement pursuant to 14C(1).

C. SELLER RIGHT TO CANCEL: (1) Seller right to Cancel; Buyer Contingencies: If, by the time specified in this Agreement, Buyer does not Deliver to Seller a

removal of the applicable contingency or cancellation of this Agreement then Seller, after first Delivering to Buyer a Notice toBuyer to Perform (C.A.R. Form NBP) may cancel this Agreement. In such event, Seller shall authorize return of Buyer'sdeposit.

(2) Seller right to Cancel; Buyer Contract Obligations: Seller, after first Delivering to Buyer a NBP may cancel thisAgreement for any of the following reasons: (i) if Buyer fails to deposit funds as required by 3A or 3B; (ii) if the fundsdeposited pursuant to 3A or 3B are not good when deposited; (iii) If Buyer fails to Deliver a notice of FHA or VA costs orterms as required by 3C(3) (C.A.R. Form FVA); (iv) if Buyer fails to Deliver a letter as required by 3H; (v) if Buyer fails toDeliver verification as required by 3G or 3J; (vi) if Seller reasonably disapproves of the verification provided by 3G or 3J;(vii) if Buyer fails to return Statutory and Lead Disclosures as required by paragraph 6A(2); or (viii) if Buyer fails to sign orinitial a separate liquidated damages form for an increased deposit as required by paragraphs 3B and 25. In such event,Seller shall authorize return of Buyer's deposit.

(3) Notice To Buyer To Perform: The NBP shall: (i) be in writing; (ii) be signed by Seller; and (iii) give Buyer at least 2 (or nn_____) Days After Delivery (or until the time specified in the applicable paragraph, whichever occurs last) to take theapplicable action. A NBP may not be Delivered any earlier than 2 Days Prior to the expiration of the applicable time for Buyerto remove a contingency or cancel this Agreement or meet an obligation specified in 14C (2).

D. EFFECT OF BUYER’S REMOVAL OF CONTINGENCIES: If Buyer removes, in writing, any contingency or cancellation rights,unless otherwise specified in a separate written agreement between Buyer and Seller, Buyer shall conclusively be deemed tohave: (i) completed all Buyer Investigations, and review of reports and other applicable information and disclosures pertainingto that contingency or cancellation right; (ii) elected to proceed with the transaction; and (iii) assumed all liability, responsibilityand expense for Repairs or corrections pertaining to that contingency or cancellation right, or for inability to obtain financing.

E. CLOSE OF ESCROW: Before Seller or Buyer may cancel this Agreement for failure of the other party to close escrow pursuantto this Agreement, Seller or Buyer must first Deliver to the other a demand to close escrow (C.A.R. Form DCE).

F. EFFECT OF CANCELLATION ON DEPOSITS: If Buyer or Seller gives written notice of cancellation pursuant to rights dulyexercised under the terms of this Agreement, Buyer and Seller agree to Sign mutual instructions to cancel the sale and escrowand release deposits, if any, to the party entitled to the funds, less fees and costs incurred by that party. Fees and costs maybe payable to service providers and vendors for services and products provided during escrow. Release of funds will requiremutual Signed release instructions from Buyer and Seller, judicial decision or arbitration award. A Buyer or Sellermay be subject to a civil penalty of up to $1,000 for refusal to sign such instructions if no good faith dispute existsas to who is entitled to the deposited funds (Civil Code §1057.3).

15. REPAIRS: Repairs shall be completed prior to final verification of condition unless otherwise agreed in writing. Repairs to beperformed at Seller’s expense may be performed by Seller or through others, provided that the work complies with applicable Law,including governmental permit, inspection and approval requirements. Repairs shall be performed in a good, skillful manner withmaterials of quality and appearance comparable to existing materials. It is understood that exact restoration of appearance or cosmeticitems following all Repairs may not be possible. Seller shall: (i) obtain receipts for Repairs performed by others; (ii) prepare a writtenstatement indicating the Repairs performed by Seller and the date of such Repairs; and (iii) provide Copies of receipts and statementsto Buyer prior to final verification of condition.

16. FINAL VERIFICATION OF CONDITION: Buyer shall have the right to make a final inspection of the Property within 5 (or____________) Days Prior to Close Of Escrow, NOT AS A CONTINGENCY OF THE SALE, but solely to confirm: (i) the Propertyis maintained pursuant to paragraph 9; (ii) Repairs have been completed as agreed; and (iii) Seller has complied with Seller’s otherobligations under this Agreement (C.A.R. Form VP).

17. PRORATIONS OF PROPERTY TAXES AND OTHER ITEMS: Unless otherwise agreed in writing, the following items shall be PAIDCURRENT and prorated between Buyer and Seller as of Close Of Escrow: real property taxes and assessments, interest, rents,HOA regular, special, and emergency dues and assessments imposed prior to Close Of Escrow, premiums on insurance assumedby Buyer, payments on bonds and assessments assumed by Buyer, and payments on Mello-Roos and other Special AssessmentDistrict bonds and assessments that are now a lien. The following items shall be assumed by Buyer WITHOUT CREDIT toward thepurchase price: prorated payments on Mello-Roos and other Special Assessment District bonds and assessments and HOA specialassessments that are now a lien but not yet due. Property will be reassessed upon change of ownership. Any supplemental tax billsshall be paid as follows: (i) for periods after Close Of Escrow, by Buyer; and (ii) for periods prior to Close Of Escrow, by Seller (seeC.A.R. Form SPT or SBSA for further information). TAX BILLS ISSUED AFTER CLOSE OF ESCROW SHALL BE HANDLEDDIRECTLY BETWEEN BUYER AND SELLER. Prorations shall be made based on a 30-day month.






DR

AFT


Property Address: _____________________________________________________ Date: _________________18. SELECTION OF SERVICE PROVIDERS: Brokers do not guarantee the performance of any vendors, service or product providers

(“Providers”), whether referred by Broker or selected by Buyer, Seller or other person. Buyer and Seller may select ANY Providersof their own choosing.

19. MULTIPLE LISTING SERVICE (“MLS”): Brokers are authorized to report to the MLS a pending sale and, upon Close Of Escrow,the sales price and other terms of this transaction shall be provided to the MLS to be published and disseminated to persons andentities authorized to use the information on terms approved by the MLS.

20. EQUAL HOUSING OPPORTUNITY: The Property is sold in compliance with federal, state and local anti-discrimination Laws.21. ATTORNEY FEES: In any action, proceeding, or arbitration between Buyer and Seller arising out of this Agreement, the prevailing

Buyer or Seller shall be entitled to reasonable attorney fees and costs from the non-prevailing Buyer or Seller, except as providedin paragraph 26A.

22. DEFINITIONS: As used in this Agreement:A. “Acceptance” means the time the offer or final counter offer is accepted in writing by a party and is delivered to and personally

received by the other party or that party’s authorized agent in accordance with the terms of this offer or a final counter offer.B. “C.A.R. Form” means the specific form referenced or another comparable form agreed to by the parties.C. “Close Of Escrow” means the date the grant deed, or other evidence of transfer of title, is recorded. D. “Copy” means copy by any means including photocopy, NCR, facsimile and electronic.E. “Days” means calendar days. However, after Acceptance, the last Day for performance of any act required by this Agreement

(including Close Of Escrow) shall not include any Saturday, Sunday, or legal holiday and shall instead be the next Day.F. “Days After” means the specified number of calendar days after the occurrence of the event specified, not counting the

calendar date on which the specified event occurs, and ending at 11:59PM on the final day.G. “Days Prior” means the specified number of calendar days before the occurrence of the event specified, not counting the

calendar date on which the specified event is scheduled to occur.H. “Deliver”, “Delivered” or “Delivery” means and shall be effective upon (i) personal receipt by Buyer or Seller or the individual Real

Estate Licensee for that principal as specified in paragraph D of the section titled Real Estate Brokers on page 8, regardless of themethod used (i.e. messanger, maill, email, fax, other); OR (ii) if checked, nn per the attached addendum (C.A.R. Form RDN).

I. “Electronic Copy” or “Electronic Signature” means, as applicable, an electronic copy or signature complying with CaliforniaLaw. Buyer and Seller agree that electronic means will not be used by either party to modify or alter the content or integrity ofthis Agreement without the knowledge and consent of the other.

J. “Law” means any law, code, statute, ordinance, regulation, rule or order, which is adopted by a controlling city, county,state or federal legislative, judicial or executive body or agency.

K. “Repairs” means any repairs (including pest control), alterations, replacements, modifications or retrofitting of the Propertyprovided for under this Agreement.

L. “Signed” means either a handwritten or electronic signature on an original document, Copy or any counterpart.23. BROKER COMPENSATION: Seller or Buyer, or both, as applicable, agrees to pay compensation to Broker as specified in a

separate written agreement between Broker and that Seller or Buyer. Compensation is payable upon Close Of Escrow, or if escrowdoes not close, as otherwise specified in the agreement between Broker and that Seller or Buyer.

24. JOINT ESCROW INSTRUCTIONS TO ESCROW HOLDER:A. The following paragraphs, or applicable portions thereof, of this Agreement constitute the joint escrow instructions of

Buyer and Seller to Escrow Holder, which Escrow Holder is to use along with any related counter offers and addenda, andany additional mutual instructions to close the escrow: 1, 3, 4, 6C, 11B and D, 12, 13B, 14F, 17, 22, 23, 24, 28, 30 andparagraph D of the section titled Real Estate Brokers on page 8. If a Copy of the separate compensation agreement(s) providedfor in paragraph 23, or paragraph D of the section titled Real Estate Brokers on page 8 is deposited with Escrow Holder byBroker, Escrow Holder shall accept such agreement(s) and pay out from Buyer’s or Seller’s funds, or both, as applicable, theBroker’s compensation provided for in such agreement(s). The terms and conditions of this Agreement not set forth in thespecified paragraphs are additional matters for the information of Escrow Holder, but about which Escrow Holder need not beconcerned. Buyer and Seller will receive Escrow Holder’s general provisions directly from Escrow Holder and will execute suchprovisions upon Escrow Holder’s request. To the extent the general provisions are inconsistent or conflict with this Agreement,the general provisions will control as to the duties and obligations of Escrow Holder only. Buyer and Seller will executeadditional instructions, documents and forms provided by Escrow Holder that are reasonably necessary to close the escrow.

B. A Copy of this Agreement shall be delivered to Escrow Holder within 3 business days after Acceptance (or nn ______________________________________________________). Escrow Holder shall provide Seller’s Statement ofInformation to Title company when received from Seller. Buyer and Seller authorize Escrow Holder to accept and rely on Copiesand Signatures as defined in this Agreement as originals, to open escrow and for other purposes of escrow. The validity of thisAgreement as between Buyer and Seller is not affected by whether or when Escrow Holder Signs this Agreement.

C. Brokers are a party to the escrow for the sole purpose of compensation pursuant to paragraph 23 and paragraph D of thesection titled Real Estate Brokers on page 8. Buyer and Seller irrevocably assign to Brokers compensation specified inparagraph 23, respectively, and irrevocably instruct Escrow Holder to disburse those funds to Brokers at Close Of Escrow orpursuant to any other mutually executed cancellation agreement. Compensation instructions can be amended or revoked onlywith the written consent of Brokers. Buyer and Seller shall release and hold harmless Escrow Holder from any liability resultingfrom Escrow Holder’s payment to Broker(s) of compensation pursuant to this Agreement. Escrow Holder shall immediatelynotify Brokers: (i) if Buyer’s initial or any additional deposit is not made pursuant to this Agreement, or is not good at time ofdeposit with Escrow Holder; or (ii) if Buyer and Seller instruct Escrow Holder to cancel escrow.

D. A Copy of any amendment that affects any paragraph of this Agreement for which Escrow Holder is responsible shall bedelivered to Escrow Holder within 2 business days after mutual execution of the amendment.

25.LIQUIDATED DAMAGES: If Buyer fails to complete this purchase because of Buyer’s default, Seller shallretain, as liquidated damages, the deposit actually paid. If the Property is a dwelling with no more than four






DR

AFTunits, one of which Buyer intends to occupy, then the amount retained shall be no more than 3% of thepurchase price. Any excess shall be returned to Buyer. Release of funds will require mutual, Signed releaseinstructions from both Buyer and Seller, judicial decision or arbitration award. AT TIME OF THE INCREASEDDEPOSIT BUYER AND SELLER SHALL SIGN A SEPARATE LIQUIDATED DAMAGES PROVISION FOR ANYINCREASED DEPOSIT (C.A.R. FORM RID)

26. DISPUTE RESOLUTION:A. MEDIATION: Buyer and Seller agree to mediate any dispute or claim arising between them out of this Agreement, or any

resulting transaction, before resorting to arbitration or court action. Buyer and Seller also agree to mediate any disputes orclaims with Broker(s), who, in writing, agree to such mediation prior to, or within a reasonable time after, the disputeor claim is presented to the Broker. Mediation fees, if any, shall be divided equally among the parties involved. If, for anydispute or claim to which this paragraph applies, any party (i) commences an action without first attempting to resolve thematter through mediation, or (ii) before commencement of an action, refuses to mediate after a request has been made, thenthat party shall not be entitled to recover attorney fees, even if they would otherwise be available to that party in any suchaction. THIS MEDIATION PROVISION APPLIES WHETHER OR NOT THE ARBITRATION PROVISION IS INITIALED.Exclusions from this mediation agreement are specified in paragraph 26C.

B. ARBITRATION OF DISPUTES: Buyer and Seller agree that any dispute or claim in Law or equity arising between them out of thisAgreement or any resulting transaction, which is not settled through mediation, shall be decided byneutral, binding arbitration. Buyer and Seller also agree to arbitrate any disputes or claims with Broker(s),who, in writing, agree to such arbitration prior to, or within a reasonable time after, the dispute or claim ispresented to the Broker. The arbitrator shall be a retired judge or justice, or an attorney with at least 5years of residential real estate Law experience, unless the parties mutually agree to a different arbitrator.The parties shall have the right to discovery in accordance with Code of Civil Procedure §1283.05. In allother respects, the arbitration shall be conducted in accordance with Title 9 of Part 3 of the Code of CivilProcedure. Judgment upon the award of the arbitrator(s) may be entered into any court havingjurisdiction. Enforcement of this agreement to arbitrate shall be governed by the Federal Arbitration Act.Exclusions from this arbitration agreement are specified in paragraph 26C.

“NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTEARISING OUT OF THE MATTERS INCLUDED IN THE ‘ARBITRATION OF DISPUTES’ PROVISION DECIDEDBY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTSYOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALINGIN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL,UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE ‘ARBITRATION OF DISPUTES’PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOUMAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVILPROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.”

“WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISINGOUT OF THE MATTERS INCLUDED IN THE ‘ARBITRATION OF DISPUTES’ PROVISION TO NEUTRALARBITRATION.”

C. ADDITIONAL MEDIATION AND ARBITRATION TERMS:(1) EXCLUSIONS: The following matters are excluded from mediation and arbitration: (i) a judicial or non-judicial

foreclosure or other action or proceeding to enforce a deed of trust, mortgage or installment land sale contract asdefined in Civil Code §2985; (ii) an unlawful detainer action; (iii) the filing or enforcement of a mechanic's lien; and (iv)any matter that is within the jurisdiction of a probate, small claims or bankruptcy court. The filing of a court action toenable the recording of a notice of pending action, for order of attachment, receivership, injunction, or otherprovisional remedies, shall not constitute a waiver nor violation of the mediation and arbitration provisions.

(2) BROKERS: Brokers shall not be obligated nor compelled to mediate or arbitrate unless they agree to do so in writing.Any Broker(s) participating in mediation or arbitration shall not be deemed a party to the Agreement.

27. TERMS AND CONDITIONS OF OFFER:This is an offer to purchase the Property on the above terms and conditions. The liquidated damages paragraph or the arbitrationof disputes paragraph is incorporated in this Agreement if initialed by all parties or if incorporated by mutual agreement in acounter offer or addendum. If at least one but not all parties initial, a counter offer is required until agreement is reached. Sellerhas the right to continue to offer the Property for sale and to accept any other offer at any time prior to notification of Acceptance.Buyer has read and acknowledges receipt of a Copy of the offer and agrees to the above confirmation of agency relationships.If this offer is accepted and Buyer subsequently defaults, Buyer may be responsible for payment of Brokers' compensation. ThisAgreement and any supplement, addendum or modification, including any Copy, may be Signed in two or more counterparts, allof which shall constitute one and the same writing.

28. TIME OF ESSENCE; ENTIRE CONTRACT; CHANGES: Time is of the essence. All understandings between the parties areincorporated in this Agreement. Its terms are intended by the parties as a final, complete and exclusive expression of theirAgreement with respect to its subject matter, and may not be contradicted by evidence of any prior agreement or contemporaneousoral agreement. If any provision of this Agreement is held to be ineffective or invalid, the remaining provisions will nevertheless begiven full force and effect. Except as otherwise specified, this Agreement shall be interpreted and disputes shall be resolved inaccordance wth the laws of the State of California. Neither this Agreement nor any provision in it may be extended, amended,modified, altered or changed, except in writing Signed by Buyer and Seller.

Buyer's Initials ______/______ Seller's Initials _______/_______



Buyer's Initials ______/______ Seller's Initials _______/_______

DR

AFT29. EXPIRATION OF OFFER: This offer shall be deemed revoked and the deposit shall be returned unless the offer is Signed by Seller

and a Copy of the Signed offer is personally received by Buyer, or by ___________________________________________,who is authorized to receive it, by 5:00 PM on the third Day after this offer is signed by Buyer (or, if checked, nn by _______________________________________________________ nnAM/ nnPM, on __________________________(date))

Date _______________________________________________ Date __________________________________________________

BUYER _____________________________________________ BUYER _______________________________________________

____________________________________________________ ______________________________________________________(Print name) (Print name)___________________________________________________________________________________________________________(Address)

30. ACCEPTANCE OF OFFER: Seller warrants that Seller is the owner of the Property, or has the authority to execute this Agreement.Seller accepts the above offer, agrees to sell the Property on the above terms and conditions, and agrees to the above confirmationof agency relationships. Seller has read and acknowledges receipt of a Copy of this Agreement, and authorizes Broker to Deliver aSigned Copy to Buyer.nn (If checked) SUBJECT TO ATTACHED COUNTER OFFER (C.A.R. Form CO) DATED: ______________________________.

Date _______________________________________________ Date __________________________________________________SELLER _____________________________________________ SELLER __________________________________________________________________________________________________ ______________________________________________________(Print name) (Print name)___________________________________________________________________________________________________________(Address)

CONFIRMATION OF ACCEPTANCE: A Copy of Signed Acceptance was personally received by Buyer or Buyer’s authorizedagent on (date) __________________________________ at _________ nnAM/ nnPM. A binding Agreement is createdwhen a Copy of Signed Acceptance is personally received by Buyer or Buyer’s authorized agent whether or notconfirmed in this document. Completion of this confirmation is not legally required in order to create a bindingAgreement; it is solely intended to evidence the date that Confirmation of Acceptance has occurred.


THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS® (C.A.R.). NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY ORADEQUACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATETRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL.

This form is available for use by the entire real estate industry. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership markwhich may be used only by members of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics.

Published and Distributed by:REAL ESTATE BUSINESS SERVICES, INC.a subsidiary of the CALIFORNIA ASSOCIATION OF REALTORS®525 South Virgil Avenue, Los Angeles, California 90020

Reviewed by

Broker or Designee ___________ Date ___________

REVISION DATE 4/10 Print Date

ESCROW HOLDER ACKNOWLEDGMENT: Escrow Holder acknowledges receipt of a Copy of this Agreement, (if checked, nn a deposit in the amount of $ ________________________________),counter offer numbers ______________________________nn Seller’s Statement of Information and _________________________________________________________________________________________, and agrees to act as Escrow Holder subject to paragraph 24 of this Agreement, anysupplemental escrow instructions and the terms of Escrow Holder’s general provisions.

Escrow Holder is advised that the date of Confirmation of Acceptance of the Agreement as between Buyer and Seller is ________________________

Escrow Holder ________________________________________________________________ Escrow # ___________________________________By __________________________________________________________________________ Date_______________________________________Address ________________________________________________________________________________________________________________Phone/Fax/E-mail_________________________________________________________________________________________________________Escrow Holder is licensed by the California Department of nn Corporations, nn Insurance, nn Real Estate. License # ____________________________

REAL ESTATE BROKERS:A. Real Estate Brokers are not parties to the Agreement between Buyer and Seller.B. Agency relationships are confirmed as stated in paragraph 2. C. If specified in paragraph 3A, Agent who submitted the offer for Buyer acknowledges receipt of deposit. D. COOPERATING BROKER COMPENSATION: Listing Broker agrees to pay Cooperating Broker (Selling Firm) and Cooperating

Broker agrees to accept, out of Listing Broker’s proceeds in escrow: (i) the amount specified in the MLS, provided CooperatingBroker is a Participant of the MLS in which the Property is offered for sale or a reciprocal MLS; or (ii) nn (if checked) the amountspecified in a separate written agreement (C.A.R. Form CBC) between Listing Broker and Cooperating Broker. Declaration ofLicense and Tax (C.A.R. Form DLT) may be used to document that tax reporting will be required or that an exemption exists.

Real Estate Broker (Selling Firm) ____________________________________________________ DRE Lic. #__________________By ______________________________________________ DRE Lic. # __________________ Date ______________________Address __________________________________________ City ________________________ State ________ Zip __________Telephone ________________________ Fax ______________________________ E-mail ________________________________Real Estate Broker (Listing Firm) ____________________________________________________ DRE Lic. # __________________By ______________________________________________ DRE Lic. # __________________ Date ______________________Address __________________________________________ City ________________________ State ________ Zip __________Telephone ________________________ Fax ______________________________ E-mail ________________________________

PRESENTATION OF OFFER: (___________________) Listing Broker presented this offer to Seller on ________________________________(date).


Broker or Designee Initials

REJECTION OF OFFER: (________)(________) No counter offer is being made. This offer was rejected by Seller on_____________________(date).Seller’s Initials

(_____/_____)(Initials)

DRAFT

CPA REVISED 4/13 (PAGE 1 OF 10) Print Date

COMMERCIAL PROPERTY PURCHASE AGREEMENT (CPA PAGE 1 OF 10)

C A L I F O R N I A ASSO CIATIONOF REALTORS®

COMMERCIAL PROPERTY PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS

(NON-RESIDENTIAL)(C.A.R. Form CPA, Revised 4/13)

The copyright laws of the United States (Title 17 U.S. Code) forbid the unauthorizedreproduction of this form, or any portion thereof, by photocopy machine or any othermeans, including facsimile or computerized formats. Copyright © 1991–2013,CALIFORNIA ASSOCIATION OF REALTORS®, INC. ALL RIGHTS RESERVED.



Date: __________________________1. OFFER:

A. THIS IS AN OFFER FROM ___________________________________________________________ (“Buyer”). nn Individual(s), nn A Corporation, nn A Partnership, nn An LLC, nn An LLP, or nn Other ___________________.

B. THE REAL PROPERTY TO BE ACQUIRED is described as __________________________________________________________________, Assessor’s Parcel No. ______________________________________, situated in__________________________________________, County of____________________, California, (“Property”).

C. THE PURCHASE PRICE offered is _____________________________________________________________ ____________________________________________________ (Dollars $ ____________________________).

D. CLOSE OF ESCROW shall occur on ________________________ (date) (or nn ______ Days After Acceptance).2. AGENCY:

A. POTENTIALLY COMPETING BUYERS AND SELLERS: Buyer and Seller each acknowledge receipt of adisclosure of the possibility of multiple representation by the Broker representing that principal. This disclosuremay be part of a listing agreement, buyer-representation agreement or separate document (C.A.R. Form DA).Buyer understands that Broker representing Buyer may also represent other potential buyers, who may consider,make offers on or ultimately acquire the Property. Seller understands that Broker representing Seller may alsorepresent other sellers with competing properties of interest to this Buyer.

B. CONFIRMATION: The following agency relationships are hereby confirmed for this transaction:Listing Agent _____________________________________________________ (Print Firm Name) is the agentof (check one): nn the Seller exclusively; or nn both the Buyer and Seller.Selling Agent ___________________________________________________ (Print Firm Name) (if not sameas Listing Agent) is the agent of (check one): nn the Buyer exclusively; or nn the Seller exclusively; or nn boththe Buyer and Seller. Real Estate Brokers are not parties to the Agreement between Buyer and Seller.

3. FINANCE TERMS: Buyer represents that funds will be good when deposited with Escrow Holder. A. INITIAL DEPOSIT: Deposit shall be in the amount of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$ ____________

(1) Buyer shall deliver deposit directly to Escrow Holder by personal check, nn electronic funds transfer,nn Other ___________________________________ within 3 business days after acceptance(or nn Other________________________________________________________________________);

OR (2) (If checked) nn Buyer has given the deposit by personal check (or nn _____________________) tothe agent submitting the offer (or to nn _________________________________), made payable to_________________________________. The deposit shall be held uncashed until Acceptance andthen deposited with Escrow Holder (or nn into Broker’s trust account) within 3 business days afterAcceptance (or nn Other_______________________________ ).

B. INCREASED DEPOSIT: Buyer shall deposit with Escrow Holder an increased deposit in the amount of . . . .$ ____________within ____ Days After Acceptance, or nn _________________________________________________.

C. LOAN(S):(1) FIRST LOAN in the amount of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$ ____________

This loan will be conventional financing or, if checked, nn Seller (C.A.R. Form SFA),nn assumed (C.A.R. Form PAA), nn subject to financing, nn Other ________________. This loan shall beat a fixed rate not to exceed _______% or, nn an adjustable rate loan with initial rate not to exceed ____%.Regardless of the type of loan, Buyer shall pay points not to exceed ____% of the loan amount.

(2) nn SECOND LOAN in the amount of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$ ____________This loan will be conventional financing or, if checked, nn Seller (C.A.R. Form SFA), nn assumed (C.A.R.Form PAA), nn subject to financing, nn Other ________________. This loan shall be at a fixed rate not toexceed _______% or, nn an adjustable rate loan with initial rate not to exceed ____%. Regardless of thetype of loan, Buyer shall pay points not to exceed ____% of the loan amount.

D. ADDITIONAL FINANCING TERMS:____________________________________________________________________________________________________________________________________

E. BALANCE OF PURCHASE PRICE OR DOWN PAYMENT in the amount of . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$____________to be deposited with Escrow Holder within sufficient time to close escrow.

F. PURCHASE PRICE (TOTAL): . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$______________G. VERIFICATION OF DOWN PAYMENT AND CLOSING COSTS: Buyer (or Buyer’s lender or loan broker pursuant to 3H(1)

shall, within 7 (or nn ____________) Days After Acceptance, Deliver to Seller written verification of Buyer’s down payment andclosing costs. (If checked, nn verification attached.)

H. LOAN TERMS:(1) LOAN APPLICATIONS: Within 7 (or nn ______) Days After Acceptance, Buyer shall Deliver to Seller a letter from lenderor loan broker stating that, based on a review of Buyer's written application and credit report, Buyer is prequalified orpreapproved for any NEW loan specified in 3C above. (If checked, nn letter attached.)

DRAFTProperty Address: ___________________________________________________________ Date: _________________


CPA REVISED 4/13 (PAGE 2 OF 10) Copyright © 1991-2013 199CALIFORNIA ASSOCIATION OF REALTORS®, INC. Reviewed by _______ Date _______

(2) LOAN CONTINGENCY: Buyer shall act diligently and in good faith to obtain the designated loan(s). Obtaining the loan(s)specified above is a contingency of this Agreement unless otherwise agreed in writing. Buyer’s contractual obligations toobtain and provide deposit, balance of down payment and closing costs are not contingencies of this Agreement. (3) LOAN CONTINGENCY REMOVAL: (i) Within 17 (or nn ______) Days After Acceptance, Buyer shall, as specified in paragraph 17, in writing remove the loancontingency or cancel this Agreement;

OR (ii) (If checked) nn the loan contingency shall remain in effect until the designated loans are funded.(4) nn NO LOAN CONTINGENCY (If checked): Obtaining any loan specified above is NOT a contingency of this Agreement. If Buyer doesnot obtain the loan and as a result Buyer does not purchase the Property, Seller may be entitled to Buyer’s deposit or other legal remedies.

I. APPRAISAL CONTINGENCY AND REMOVAL: This Agreement is (or, if checked, nn is NOT) contingent upon a writtenappraisal of the Property by a licensed or certified appraiser at no less than the specified purchase price. If there is a loancontingency, Buyer’s removal of the loan contingency shall be deemed removal of this appraisal contingency (or, nn if checked,Buyer shall, as specified in paragraph 17B(3), in writing remove the appraisal contingency or cancel this Agreement within 17(or ____) Days After Acceptance). If there is no loan contingency, Buyer shall, as specified in paragraph 17B(3), in writingremove the appraisal contingency or cancel this Agreement within 17 (or nn ____) Days After Acceptance.

J. nn ALL CASH OFFER (If checked): Buyer shall, within 7 (or nn _____) Days After Acceptance, Deliver to Seller written verification of sufficientfunds to close this transaction. (If checked, nn verification attached.)

K. BUYER STATED FINANCING: Seller has relied on Buyer’s representation of the type of financing specified (including but notlimited to, as applicable, amount of down payment, contingent or non contingent loan, or all cash). If Buyer seeks alternatefinancing, (i) Seller has no obligation to cooperate with Buyer’s efforts to obtain such financing, and (ii) Buyer shall also pursuethe financing method specified in this Agreement. Buyer’s failure to secure alternate financing does not excuse Buyer from theobligation to purchase the Property and close escrow as specified in this Agreement.

4. ALLOCATION OF COSTS (if checked ): Unless otherwise specified in writing, this paragraph only determines who isto pay for the inspection, test or service (“Report”) mentioned; it does not determine in the report who is to pay forany work recommended or identified in the Report.A. INSPECTIONS AND REPORTS:

(1) nn Buyer nn Seller shall pay for sewer connection, if required by Law prior to Close Of Escrow ____________.(2) nn Buyer nn Seller shall pay to have septic or private sewage disposal system inspected _________________.(3) nn Buyer nn Seller shall pay to have domestic wells tested for water potability and productivity ____________.(4) nn Buyer nn Seller shall pay for a natural hazard zone disclosure report prepared by ____________________.(5) nn Buyer nn Seller shall pay for the following inspection or report____________________________________.(6) nn Buyer nn Seller shall pay for the following inspection or report____________________________________.

B. GOVERNMENT REQUIREMENTS AND RETROFIT: (1) nn Buyer nn Seller shall pay for smoke detector installation and/or water heater bracing, if required by Law. Prior

to Close Of Escrow, Seller shall provide Buyer a written statement of compliance in accordance with state andlocal Law, unless exempt.

(2) nn Buyer nn Seller shall pay the cost of compliance with any other minimum mandatory government retrofitstandards, inspections and reports if required as a condition of closing escrow under any Law.

(3) nn Buyer nn Seller shall pay for installation of approved fire extinguisher(s), sprinkler(s), and hose(s), if requiredby Law, which shall be installed prior to Close Of Escrow. Prior to Close Of Escrow Seller shall provide Buyera written statement of compliance, if required by Law.

C. ESCROW AND TITLE: (1) nn Buyer nn Seller shall pay escrow fee ______________________________________________________.

Escrow Holder shall be ____________________________________________________________________.(2) nn Buyer nn Seller shall pay for owner’s title insurance policy specified in paragraph 16E _______________.

Owner’s title policy to be issued by __________________________________________________________.(Buyer shall pay for any title insurance policy insuring Buyer’s lender, unless otherwise agreed in writing.)

D. OTHER COSTS: (1) nn Buyer nn Seller shall pay County transfer tax or transfer fee _____________________________________.(2) nn Buyer nn Seller shall pay City transfer tax or transfer fee ________________________________________.(3) nn Buyer nn Seller shall pay Owners’ Association (OA) transfer fee ___________________________________.(4) nn Buyer nn Seller shall pay OA document preparation fees ________________________________________.(5) nn Buyer nn Seller shall pay for_______________________________________________________________.(6) nn Buyer nn Seller shall pay for_______________________________________________________________.

5. CLOSING AND POSSESSION:A. Seller-Occupied or Vacant Units: Possession shall be delivered to Buyer at 5pm or nn _____ nn AM nn PM,

nnon the date of Close Of Escrow; nn on ___________________; or nn no later than _______ Days After Close OfEscrow. If transfer of title and occupancy do not occur at the same time, Buyer and Seller are advised to: (i) enter intoa written occupancy agreement (C.A.R. Form PAA, paragraph 2); and (ii) consult with their insurance and legal advisors.

B. Tenant Occupied Units: Possession and occupancy, subject to the rights of tenants under existing leases, shallbe delivered to Buyer on Close Of Escrow.

C. At Close Of Escrow, (i) Seller assigns to Buyer any assignable warranty rights for items included in the sale and(ii) seller shall deliver to buyer available Copies of warranties. Brokers cannot and will not determine theassignability of any warranties.

D. At Close Of Escrow, unless otherwise agreed in writing, Seller shall provide keys and/or means to operate all locks,mailboxes, security systems, alarms and garage door openers. If the Property is a unit in a condominium or locatedin a common-interest subdivision, Buyer may be required to pay a deposit to the Owners’ Association (“OA”) toobtain keys to accessible OA facilities.




CPA REVISED 4/13 (PAGE 3 OF 10) Copyright © 1991-2013, CALIFORNIA ASSOCIATION OF REALTORS®, INC. Reviewed by _______ Date _______

6. SECURITY DEPOSITS: Security deposits, if any, to the extent they have not been applied by Seller in accordance withany rental agreement and current Law, shall be transferred to Buyer on Close Of Escrow. Seller shall notify eachtenant, in compliance with the Civil Code.

7. SELLER DISCLOSURES: A. ENERGY DISCLOSURE: Seller shall provide Buyer, at least 24 hours prior to execution of this Agreement, the

Disclosure Summary Sheet, Statement of Energy Performance, Data Checklist, and the Facility Summary for thebuilding as required by Public Resources Code Section 25402.10 and California Code of Regulations, Title 20,Sections 1680 through 1685. This requirement is effective for a building with total gross floor area square footageas follows: more than 50,000 square feet, July 1, 2013; more than 10,000 square feet and up to 50,000 squarefeet, January 1, 2014; and at least 5,000 square feet up to 10,000 square feet, July 1, 2014.

B. NATURAL AND ENVIRONMENTAL DISCLOSURES: Seller shall, within the time specified in paragraph 17, ifrequired by Law: (i) Deliver to Buyer earthquake guides (and questionnaire) and environmental hazards booklet;(ii) even if exempt from the obligation to provide an NHD, disclose if the Property is located in a Special FloodHazard Area; Potential Flooding (Inundation) Area; Very High Fire Hazard Zone; State Fire Responsibility Area;Earthquake Fault Zone; Seismic Hazard Zone; and (iii) disclose any other zone as required by Law and provideany other information required for those zones.

C. ADDITIONAL DISCLOSURES: Within the time specified in paragraph 17, Seller shall Deliver to Buyer, in writing,the following disclosures, documentation and information: (1) RENTAL SERVICE AGREEMENTS: (i) All current leases, rental agreements, service contracts, and other

agreements pertaining to the operation of the Property; and (ii) a rental statement including names of tenants,rental rates, period of rental, date of last rent increase, security deposits, rental concessions, rebates, or otherbenefits, if any, and a list of delinquent rents and their duration. Seller represents that no tenant is entitled toany concession, rebate, or other benefit, except as set forth in these documents.

(2) INCOME AND EXPENSE STATEMENTS: The books and records, including a statement of income and expense forthe 12 months preceding Acceptance. Seller represents that the books and records are those maintained in theordinary and normal course of business, and used by Seller in the computation of federal and state income tax returns.

(3) nn TENANT ESTOPPEL CERTIFICATES: (If checked) Tenant estoppel certificates (C.A.R. Form TEC)completed by Seller or Seller’s agent, and signed by tenants, acknowledging: (i) that tenants’ rental or leaseagreements are unmodified and in full force and effect (or if modified, stating all such modifications); (ii) thatno lessor defaults exist; and (iii) stating the amount of any prepaid rent or security deposit.

(4) SURVEYS, PLANS AND ENGINEERING DOCUMENTS: Copies of surveys, plans, specifications andengineering documents, if any, in Seller’s possession or control.

(5) PERMITS: If in Seller’s possession, Copies of all permits and approvals concerning the Property, obtained fromany governmental entity, including, but not limited to, certificates of occupancy, conditional use permits,development plans, and licenses and permits pertaining to the operation of the Property.

(6) STRUCTURAL MODIFICATIONS: Any known structural additions or alterations to, or the installation,alteration, repair or replacement of, significant components of the structure(s) upon the Property.

(7) GOVERNMENTAL COMPLIANCE: Any improvements, additions, alterations or repairs made by Seller, orknown to Seller to have been made, without required governmental permits, final inspections, and approvals.

(8) VIOLATION NOTICES: Any notice of violations of any Law filed or issued against the Property and actuallyknown to Seller.

(9) MISCELLANEOUS ITEMS: Any of the following, if actually known to Seller: (i) any current pending lawsuit(s),investigation(s), inquiry(ies), action(s), or other proceeding(s) affecting the Property, or the right to use and occupyit; (ii) any unsatisfied mechanic’s or materialman’s lien(s) affecting the Property; and (iii) that any tenant of theProperty is the subject of a bankruptcy.

D. WITHHOLDING TAXES: Within the time specified in paragraph 17A, to avoid required withholding Seller shallDeliver to Buyer or qualified substitute, an affidavit sufficient to comply with federal (FIRPTA) and Californiawithholding Law, (C.A.R. Form AS or QS).

8. nn ENVIRONMENTAL SURVEY (If checked): Within _____ Days After Acceptance, Buyer shall be provided a phaseone environmental survey report paid for and obtained by nn Buyer nn Seller. Buyer shall then, as specified in paragraph17, remove this contingency or cancel this Agreement.

9. SUBSEQUENT DISCLOSURES: In the event Seller, prior to Close Of Escrow, becomes aware of adverse conditionsmaterially affecting the Property, or any material inaccuracy in disclosures, information or representations previouslyprovided to Buyer of which Buyer is otherwise unaware, Seller shall promptly Deliver a subsequent or amendeddisclosure or notice in writing, covering those items. However, a subsequent or amended disclosure shall not berequired for conditions and material inaccuracies disclosed in reports ordered and paid for by Buyer.

10. CHANGES DURING ESCROW:A. Prior to Close Of Escrow, Seller may only engage in the following acts, (“Proposed Changes”), subject to Buyer’s

rights in paragraph 17: (i) rent or lease any vacant unit or other part of the premises; (ii) alter, modify, or extend anyexisting rental or lease agreement; (iii) enter into, alter, modify or extend any service contract(s); or (iv) change thestatus of the condition of the Property.

B. At least 7 (or nn ______) Days prior to any Proposed Changes, Seller shall Deliver written notice to Buyer of anyProposed Changes.





11. CONDOMINIUM/PLANNED UNIT DEVELOPMENT DISCLOSURES:A. SELLER HAS: 7 (or nn ______) Days After Acceptance to disclose to Buyer whether the Property is a

condominium, or located in a planned unit development or other common interest subdivision.B. If Property is a condominium, or located in a planned unit development or other common interest subdivision,

Seller has 3 (or nn ______) Days After Acceptance to request from the OA (C.A.R. Form HOA): (i) Copies of anydocuments required by Law; (ii) disclosure of any pending or anticipated claim or litigation by or against the OA;(iii) a statement containing the location and number of designated parking and storage spaces; (iv) Copies of themost recent 12 months of OA minutes for regular and special meetings; and (v) the names and contact informationof all OA’s governing the Property. (Collectively, “CI Disclosures.”) Seller shall itemize and deliver to Buyer all CIDisclosures received from the OA and any CI Disclosures in Seller’s possession. Buyer’s approval of CIDisclosures is a contingency of this Agreement as specified in paragraph 17.

12. ITEMS INCLUDED AND EXCLUDED:A. NOTE TO BUYER AND SELLER: Items listed as included or excluded in the MLS, flyers or marketing materials

are not included in the purchase price or excluded from the sale unless specified in 12B or C.B. ITEMS INCLUDED IN SALE:

(1) All EXISTING fixtures and fittings that are attached to the Property. (2) EXISTING electrical, mechanical, lighting, plumbing and heating fixtures, ceiling fans, fireplace inserts, gas

logs and grates, solar systems, built-in appliances, window and door screens, awnings, shutters, windowcoverings, attached floor coverings, television antennas, satellite dishes, private integrated telephone systems,air coolers/conditioners, pool/spa equipment, garage door openers/remote controls, mailbox, in-groundlandscaping, trees/shrubs, water softeners, water purifiers, security systems/alarms.

(3) A complete inventory of all personal property of Seller currently used in the operation of the Property andincluded in the purchase price shall be delivered to Buyer within the time specified in paragraph 17.

(4) Seller represents that all items included in the purchase price are, unless otherwise specified, owned by Seller.Within the time specified in paragraph 17, Seller shall give Buyer a list of fixtures not owned by Seller.

(5) Seller shall deliver title to the personal property by Bill of Sale, free of all liens and encumbrances, and withoutwarranty of condition.

(6) As additional security for any note in favor of Seller for any part of the purchase price, Buyer shall execute aUCC-1 Financing Statement to be filed with the Secretary of State, covering the personal property included inthe purchase, replacement thereof, and insurance proceeds.

C. ITEMS EXCLUDED FROM SALE: ________________________________________________________________________________________________________________________________________________________

13. CONDITION OF PROPERTY: Unless otherwise agreed: (i) Property is sold (a) in its PRESENT physical (“as-is”) conditionas of the date of Acceptance and (b) subject to Buyer’s investigation rights; (ii) The Property including pool, spa, landscapingand grounds, is to be maintained in substantially, the same condition as of the date of Acceptance; and (iii) all debris and personalproperty not included in the sale shall be removed by Seller by Close Of Escrow.A. Seller warrants that the Property is legally approved as ___________ units. B. Seller shall, within the time specified in paragraph 17, DISCLOSE KNOWN MATERIAL FACTS AND DEFECTS affecting

the Property, including known insurance claims within the past five years, AND MAKE ANY AND ALL OTHERDISCLOSURES REQUIRED BY LAW.

C. Buyer has the right to inspect the Property and, as specified in paragraph 17, based upon information discovered inthose inspections: (i) cancel this Agreement; or (ii) request that seller make Repairs or take other action.

14. BUYER'S INVESTIGATION OF PROPERTY AND MATTERS AFFECTING PROPERTY:A. Buyer’s acceptance of the condition of, and any other matter affecting the Property, is a contingency of this Agreement as

specified in this paragraph and paragraph 17B. Within the time specified in paragraph 17B(1), Buyer shall have the right, atBuyer's expense unless otherwise agreed, to conduct inspections, investigations, tests, surveys and other studies (“BuyerInvestigations”), including, but not limited to, the right to: (i) inspect for lead-based paint and other lead-based paint hazards;(ii) inspect for wood destroying pests and organisms; (iii) review the registered sex offender database; (iv) confirm theinsurability of Buyer and the Property; and (v) satisfy Buyer as to any matter specified in the attached Buyer’s InspectionAdvisory (C.A.R. Form BIA). Without Seller’s prior written consent, Buyer shall neither make nor cause to be made: (i) invasiveor destructive Buyer Investigations; or (ii) inspections by any governmental building or zoning inspector or governmentemployee, unless required by Law.

B. Seller shall make the Property available for all Buyer Investigations. Buyer shall (i) as specified in paragraph 17B, completeBuyer Investigations and, either remove the contingency or cancel this Agreement, and (ii) give Seller, at no cost, completeCopies of all Investigation reports obtained by Buyer, which obligation shall survive the termination of this Agreement.

C. Seller shall have water, gas, electricity and all operable pilot lights on for Buyer's Investigations and through the datepossession is made available to Buyer.

D. Buyer indemnity and Seller protection for entry upon property: Buyer shall: (i) keep the Property free and clear of liens;(ii) repair all damage arising from Buyer Investigations; and (iii) indemnify and hold Seller harmless from all resulting liability,claims, demands, damages and costs of Buyer’s Investigations. Buyer shall carry, or Buyer shall require anyone acting onBuyer’s behalf to carry, policies of liability, workers’ compensation and other applicable insurance, defending and protectingSeller from liability for any injuries to persons or property occurring during any Buyer Investigations or work done on the Propertyat Buyer’s direction prior to Close Of Escrow. Seller is advised that certain protections may be afforded Seller by recording a“Notice of Non-responsibility” (C.A.R. Form NNR) for Buyer Investigations and work done on the Property at Buyer’s direction.Buyer’s obligations under this paragraph shall survive the termination or cancellation of this Agreement and Close Of Escrow.





15. SELLER DISCLOSURES: ADDENDA; ADVISORIES; OTHER TERMS: A. Seller Disclosures (if checked): Seller shall, within the time specified in paragraph 17A, complete and provide Buyer with a:

nnSeller Property Questionnaire (C.A.R. Form SPQ) OR nnSupplemental Contractual and Statutory Disclosure (C.A.R. Form SSD)B. Addenda (if checked): nnAddendum # (C.A.R. Form ADM)

nnWood Destroying Pest Inspection and Allocation of Cost Addendum (C.A.R. Form WPA)nnPurchase Agreement Addendum (C.A.R. Form PAA) nnSeptic, Well and Property Monument Addendum (C.A.R. Form SWPI)nnShort Sale Addendum (C.A.R. Form SSA) nnOthernnBuyer Intent to Exchange Supplement (C.A.R. Form BES) nnSeller Intent to Exchange Supplement (C.A.R. Form SES)

C. Advisories (If checked): nnBuyer’s Inspection Advisory (C.A.R. Form BIA)nnProbate Advisory (C.A.R. Form PAK) nnStatewide Buyer and Seller Advisory (C.A.R. Form SBSA)nnTrust Advisory (C.A.R. Form TA) nnREO Advisory (C.A.R. Form REO)

D. Other Terms:

16. TITLE AND VESTING:A. Within the time specified in paragraph 17, Buyer shall be provided a current preliminary title report, which shall include a search

of the General Index, Seller shall within 7 Days After Acceptance, give Escrow Holder a completed Statement of Information.The preliminary report is only an offer by the title insurer to issue a policy of title insurance and may not contain every itemaffecting title. Buyer’s review of the preliminary report and any other matters which may affect title are a contingency of thisAgreement as specified in paragraph 17B.

B. Title is taken in its present condition subject to all encumbrances, easements, covenants, conditions, restrictions,rights and other matters, whether of record or not, as of the date of Acceptance except: (i) monetary liens of recordunless Buyer is assuming those obligations or taking the property subject to those obligations; and (ii) those matterswhich Seller has agreed to remove in writing.

C. Within the time specified in paragraph 17, Seller has a duty to disclose to Buyer all matters known to Selleraffecting title, whether of record or not.

D. At Close Of Escrow, Buyer shall receive a grant deed conveying title (or, for stock cooperative or long-term lease, anassignment of stock certificate or of Seller’s leasehold interest), including oil, mineral and water rights if currently ownedby Seller. Title shall vest as designated in Buyer's supplemental escrow instructions. THE MANNER OF TAKING TITLEMAY HAVE SIGNIFICANT LEGAL AND TAX CONSEQUENCES. CONSULT AN APPROPRIATE PROFESSIONAL.

E. Buyer shall receive a standard coverage owner’s CLTA policy of title insurance. An ALTA policy or the addition ofendorsements may provide greater coverage for Buyer. A title company, at Buyer's request, can provideinformation about the availability, desirability, coverage, survey requirements, and cost of various title insurancecoverages and endorsements. If Buyer desires title coverage other than that required by this paragraph, Buyershall instruct Escrow Holder in writing and pay any increase in cost.

17. TIME PERIODS; REMOVAL OF CONTINGENCIES; CANCELLATION RIGHTS: The following time periods may only beextended, altered, modified or changed by mutual written agreement. Any removal of contingencies or cancellation underthis paragraph by either Buyer or Seller must be exercised in good faith and in writing (C.A.R. Form CR or CC).A. SELLER HAS: 7 (or nn ______) Days After Acceptance to deliver to Buyer all reports, disclosures and information for which

Seller is responsible under paragraphs 4, 7A, B, C, and D, 11A, 12B(3) and (4), 13B, 15A and B and 16. Buyer may give Sellera Notice to Seller to Perform (C.A.R. Form NSP) if Seller has not Delivered the items within the time specified.

B. (1) BUYER HAS: 17 (or nn ______) Days After Acceptance, unless otherwise agreed in writing, to:(i) complete all Buyer Investigations; approve all disclosures, reports and other applicable information, which Buyer receivesfrom Seller; and (ii) approve all other matters affecting the Property (including infomation specified in paragraph 7 andinsurability of Buyer and the Property).

(2) Within the time specified in 17B(1), Buyer may request that Seller make repairs or take any other action regarding theProperty (C.A.R. Form RR). Seller has no obligation to agree to or respond to Buyer’s requests.

(3) Within the time specified in 17B(1) (or as otherwise specified in this Agreement), Buyer shall Deliver to Seller either (i) aremoval of the applicable contingency (C.A.R. Form CR), or (ii) a cancellation (C.A.R. Form CC) of this Agreement basedupon a remaining contingency or Seller’s failure to Deliver the specified items. However, if any report, disclosure orinformation for which Seller is responsible is not Delivered within the time specified in 17A, then Buyer has 5 (or nn ______)Days After Delivery of any such items, or the time specified in 14B(1), whichever is later, to Deliver to Seller a removal ofthe applicable contingency or cancellation of this Agreement.

(4) Continuation of Contingency: Even after the end of the time specified in 17B(1) and before Seller cancels this Agreement,if at all, pursuant to 17C, Buyer retains the right to either (i) in writing remove remaining contingencies, or (ii) cancel thisAgreement based upon a remaining contingency or Seller’s failure to Deliver the specified items. Once Buyer’s writtenremoval of all contingencies is Delivered to Seller, Seller may not cancel this Agreement pursuant to 17C(1).

C. SELLER RIGHT TO CANCEL: (1) Seller right to Cancel; Buyer Contingencies: If, within the time specified in this Agreement, Buyer does not, in writing,

Deliver to Seller a removal of the applicable contingency or cancellation of this Agreement then Seller, after first Delivering toBuyer a Notice to Buyer to Perform (C.A.R. Form NBP) may cancel this Agreement. In such event, Seller shall authorizereturn of Buyer's deposit.

(2) Seller right to Cancel; Buyer Contract Obligations: Seller, after first Delivering to Buyer a NBP may cancel thisAgreement for any of the following reasons: (i) if Buyer fails to deposit funds as required by 3A or 3B; (ii) if the fundsdeposited pursuant to 3A or 3B are not good when deposited; (iii) if Buyer fails to provide a letter as required by 3H; (iv) ifBuyer fails to provide verification as required by 3G or 3J; or (v) if Seller reasonably disapproves of the verification providedby 3G or 3J. In such event, Seller shall authorize return of Buyer's deposit.





(3) Notice To Buyer To Perform: The NBP shall: (i) be in writing; (ii) be signed by Seller; and (iii) give Buyer at least 2 (or nn_____) Days After Delivery (or until the time specified in the applicable paragraph, whichever occurs last) to take theapplicable action. A NBP may not be Delivered any earlier than 2 Days Prior to the expiration of the applicable time forBuyer to remove a contingency or cancel this Agreement or meet an obligation specified in 17C(2).

D. EFFECT OF BUYER’S REMOVAL OF CONTINGENCIES: If Buyer removes, in writing, any contingency or cancellation rights,unless otherwise specified in a separate written agreement between Buyer and Seller, Buyer shall with regard to thatcontingency or cancellation right conclusively be deemed to have: (i) completed all Buyer Investigations, and review of reportsand other applicable information and disclosures pertaining; (ii) elected to proceed with the transaction; and (iii) assumed allliability, responsibility and expense for Repairs or corrections, or for inability to obtain financing.

E. CLOSE OF ESCROW: Before Seller or Buyer may cancel this Agreement for failure of the other party to close escrowpursuant to this Agreement, Seller or Buyer must first Deliver to the other a demand to close escrow (C.A.R. Form DCE).

F. EFFECT OF CANCELLATION ON DEPOSITS: If Buyer or Seller gives written notice of cancellation pursuant to rights dulyexercised under the terms of this Agreement, Buyer and Seller agree to Sign mutual instructions to cancel the sale and escrowand release deposits, if any, to the party entitled to the funds, less fees and costs incurred by that party. Fees and costs maybe payable to service providers and vendors for services and products provided during escrow. Release of funds will requiremutual Signed release instructions from Buyer and Seller, judicial decision or arbitration award. A Buyer or Sellermay be subject to a civil penalty of up to $1,000 for refusal to sign such instructions if no good faith dispute existsas to who is entitled to the deposited funds (Civil Code §1057.3).

18. REPAIRS: Repairs shall be completed prior to final verification of condition unless otherwise agreed in writing. Repairs to beperformed at Seller’s expense may be performed by Seller or through others, provided that the work complies with applicable Law,including governmental permit, inspection and approval requirements. Repairs shall be performed in a good, skillful manner withmaterials of quality and appearance comparable to existing materials. It is understood that exact restoration of appearance orcosmetic items following all Repairs may not be possible. Seller shall: (i) obtain receipts for Repairs performed by others; (ii)prepare a written statement indicating the Repairs performed by Seller and the date of such Repairs; and (iii) provide Copies ofreceipts and statements to Buyer prior to final verification of condition.

19. ENVIRONMENTAL HAZARD CONSULTATION: Buyer and Seller acknowledge: (i) Federal, state, and local legislation imposeliability upon existing and former owners and users of real property, in applicable situations, for certain legislatively defined,environmentally hazardous substances; (ii) Broker(s) has/have made no representation concerning the applicability of any suchLaw to this transaction or to Buyer or to Seller, except as otherwise indicated in this Agreement; (iii) Broker(s) has/have made norepresentation concerning the existence, testing, discovery, location and evaluation of/for, and risks posed by, environmentallyhazardous substances, if any, located on or potentially affecting the Property; and (iv) Buyer and Seller are each advised to consultwith technical and legal experts concerning the existence, testing, discovery, location and evaluation of/for, and risks posed by,environmentally hazardous substances, if any, located on or potentially affecting the Property.

20. AMERICANS WITH DISABILITIES ACT: The Americans With Disabilities Act (“ADA”) prohibits discrimination against individualswith disabilities. The ADA affects almost all commercial facilities and public accommodations. The ADA can require, among otherthings, that buildings be made readily accessible to the disabled. Different requirements apply to new construction, alterations toexisting buildings, and removal of barriers in existing buildings. Compliance with the ADA may require significant costs. Monetaryand injunctive remedies may be incurred if the Property is not in compliance. A real estate broker does not have the technicalexpertise to determine whether a building is in compliance with ADA requirements, or to advise a principal on those requirements.Buyer and Seller are advised to contact an attorney, contractor, architect, engineer or other qualified professional of Buyer’s orSeller’s own choosing to determine to what degree, if any, the ADA impacts that principal or this transaction.

21. FINAL VERIFICATION OF CONDITION: Buyer shall have the right to make a final inspection of the Property within 5 (or ____________) Days Prior to Close Of Escrow, NOT AS A CONTINGENCY OF THE SALE, but solely to confirm: (i) theProperty is maintained pursuant to paragraph 13; (ii) Repairs have been completed as agreed; and (iii) Seller has complied withSeller’s other obligations under this Agreement (C.A.R. Form VP).

22. PRORATIONS OF PROPERTY TAXES AND OTHER ITEMS: Unless otherwise agreed in writing, the following items shall be PAIDCURRENT and prorated between Buyer and Seller as of Close Of Escrow: real property taxes and assessments, interest, rents,HOA regular, special, and emergency dues and assessments imposed prior to Close Of Escrow, premiums on insurance assumedby Buyer, payments on bonds and assessments assumed by Buyer, and payments on Mello-Roos and other Special AssessmentDistrict bonds and assessments that are a current lien. The following items shall be assumed by Buyer WITHOUT CREDIT towardthe purchase price: prorated payments on Mello-Roos and other Special Assessment District bonds and assessments and HOAspecial assessments that are a current lien but not yet due. Property will be reassessed upon change of ownership. Anysupplemental tax bills shall be paid as follows: (i) for periods after Close Of Escrow, by Buyer; and (ii) for periods prior to Close OfEscrow, by Seller. TAX BILLS ISSUED AFTER CLOSE OF ESCROW SHALL BE HANDLED DIRECTLY BETWEEN BUYER ANDSELLER. Prorations shall be made based on a 30-day month.

23. SELECTION OF SERVICE PROVIDERS: Brokers do not guarantee the performance of any vendors, service or product providers(“Providers”), whether referred by Broker or selected by Buyer, Seller or other person. Buyer and Seller may select ANY Providersof their own choosing.

24. MULTIPLE LISTING SERVICE/PROPERTY DATA SYSTEM: If Broker is a participant of a Multiple Listing Service (“MLS”) orProperty Data System (“PDS”), Broker is authorized to report to the MLS or PDS a pending sale and, upon Close Of Escrow, theterms of this transaction to be published and disseminated to persons and entities authorized to use the information on termsapproved by the MLS or PDS.

25. EQUAL HOUSING OPPORTUNITY: The Property is sold in compliance with federal, state and local anti-discrimination Laws.26. ATTORNEY FEES: In any action, proceeding, or arbitration between Buyer and Seller arising out of this Agreement, the prevailing

Buyer or Seller shall be entitled to reasonable attorney fees and costs from the non-prevailing Buyer or Seller, except as providedin paragraph 34A.





27. DEFINITIONS: As used in this Agreement:A. “Acceptance” means the time the offer or final counter offer is accepted in writing by a party and is delivered to and personally

received by the other party or that party’s authorized agent in accordance with the terms of this offer or a final counter offer.B. “C.A.R. Form” means the specific form referenced or another comparable form agreed to by the parties.C. “Close Of Escrow” means the date the grant deed, or other evidence of transfer of title, is recorded. D. “Copy” means copy by any means including photocopy, NCR, facsimile and electronic.E. “Days” means calendar days. However, after Acceptance, the last Day for performance of any act required by this Agreement

(including Close Of Escrow) shall not include any Saturday, Sunday, or legal holiday and shall instead be the next Day.F. “Days After” means the specified number of calendar days after the occurrence of the event specified, not counting the

calendar date on which the specified event occurs, and ending at 11:59 PM on the final day.G. “Days Prior” means the specified number of calendar days before the occurrence of the event specified, not counting the

calendar date on which the specified event is scheduled to occur.H. “Deliver”, “Delivered” or “Delivery”, regardless of the method used (i.e. messenger, mail, email, fax, other), means and shall

be effective upon (i) personal receipt by Buyer or Seller or the individual Real Estate Licensee for that principal as specified inparagraph D of the section titled Real Estate Brokers on page 10;

OR (ii) if checked, nn per the attached addendum (C.A.R. Form RDN).I. “Electronic Copy” or “Electronic Signature” means, as applicable, an electronic copy or signature complying with California

Law. Buyer and Seller agree that electronic means will not be used by either party to modify or alter the content or integrity ofthis Agreement without the knowledge and consent of the other.

J. “Law” means any law, code, statute, ordinance, regulation, rule or order, which is adopted by a controlling city, county,state or federal legislative, judicial or executive body or agency.

K. “Repairs” means any repairs (including pest control), alterations, replacements, modifications or retrofitting of the Propertyprovided for under this Agreement.

L. “Signed” means either a handwritten or electronic signature on an original document, Copy or any counterpart.28. ASSIGNMENT: Buyer shall not assign all or any part of Buyer’s interests in this Agreement without first having obtained

the written consent of Seller. Such consent shall not be unreasonably withheld, unless otherwise agreed in writing. Anytotal or partial assignment shall not relieve Buyer of Buyer’s obligations pursuant to this Agreement.

29. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon, and inure to the benefit of, Buyer and Sellerand their respective successors and assigns, except as otherwise provided herein.

30. COPIES: Seller and Buyer each represent that Copies of all reports, documents, certificates, approvals and otherdocuments that are furnished to the other are true, correct and unaltered Copies of the original documents, if theoriginals are in the possession of the furnishing party.

31. BROKERS:A. BROKER COMPENSATION: Seller or Buyer, or both, as applicable, agrees to pay compensation to Broker as specified in a

separate written agreement between Broker and that Seller or Buyer. Compensation is payable upon Close Of Escrow, or ifescrow does not close, as otherwise specified in the agreement between Broker and that Seller or Buyer.

B. BROKERAGE: Neither Buyer nor Seller has utilized the services of, or for any other reason owes compensation to,a licensed real estate broker (individual or corporate), agent, finder, or other entity, other than as specified in thisAgreement, in connection with any act relating to the Property, including, but not limited to, inquiries, introductions,consultations and negotiations leading to this Agreement. Buyer and Seller each agree to indemnify, defend, andhold the other, the Brokers specified herein and their agents, harmless from and against any costs, expenses orliability for compensation claimed inconsistent with the warranty and representations in this paragraph.

C. SCOPE OF BROKER DUTY: Buyer and Seller acknowledge and agree that: Brokers: (i) do not decide what priceBuyer should pay or Seller should accept; (ii) do not guarantee the condition of the Property (iii) do not guaranteethe performance, adequacy or completeness of inspections, services, products or repairs provided or made bySeller or others; (iv) shall not be responsible for identifying defects that are not known to Broker(s); (v) shall notbe responsible for inspecting public records or permits concerning the title or use of the Property; (vi) shall not beresponsible for identifying location of boundary lines or other items affecting title; (vii) shall not be responsible forverifying square footage, representations of others or information contained in inspection reports, MLS or PDS,advertisements, flyers or other promotional material, unless otherwise agreed in writing; (viii) shall not beresponsible for providing legal or tax advice regarding any aspect of a transaction entered into by Buyer or Sellerin the course of this representation; and (ix) shall not be responsible for providing other advice or information thatexceeds the knowledge, education and experience required to perform real estate licensed activity. Buyer andSeller agree to seek legal, tax, insurance, title and other desired assistance from appropriate professionals.

32. JOINT ESCROW INSTRUCTIONS TO ESCROW HOLDERA. The following paragraphs, or applicable portions thereof, of this Agreement constitute the joint escrow instructions of

Buyer and Seller to Escrow Holder, which Escrow Holder is to use along with any relating counter offers and addenda, and anyadditional mutual instructions to close the escrow: 1, 3, 4, 6, 7C, 15B and D, 16, 17F, 22, 27, 31A, 32, 37, 40 and paragraph D ofthe section titled Real Estate Brokers on page 10. If a Copy of the separate compensation agreement(s) provided for in paragraph31A, or paragraph D of the section titled Real Estate Brokers on page 10 is deposited with Escrow Holder by Broker, EscrowHolder shall accept such agreement(s) and pay out of Buyer’s or Seller’s funds, or both, as applicable, the respective Broker’scompensation provided for in such agreement(s). The terms and conditions of this Agreement not specifically referenced above inthe specified paragraphs are additional matters for the information of Escrow Holder, but about which Escrow Holder need not beconcerned. Buyer and Seller will receive Escrow Holder’s general provisions directly from Escrow Holder and will execute suchprovisions upon Escrow Holder’s request. To the extent the general provisions are inconsistent or conflict with this Agreement, thegeneral provisions will control as to the duties and obligations of Escrow Holder only. Buyer and Seller will execute additionalinstructions, documents and forms provided by Escrow Holder that are reasonably necessary to close the escrow.




CPA REVISED 4/13 (PAGE 8 OF 10) Copyright © 1991-2013, CALIFORNIA ASSOCIATION OF REALTORS®, INC.


B. A Copy of this Agreement shall be delivered to Escrow Holder within 3 business days after Acceptance (or nn _______________).Escrow holder shall provide Seller’s Statement of Information to Title company when received from Seller. Buyer and Sellerauthorize Escrow Holder to accept and rely on Copies and Signatures as defined in this Agreement as originals, to open escrowand for other purposes of escrow. The validity of this Agreement as between Buyer and Seller is not affected by whether orwhen Escrow Holder Signs the Agreement.

C. Brokers are a party to the Escrow for the sole purpose of compensation pursuant to paragraph 31A and paragraph D of thesection titled Real Estate Brokers on page 10. Buyer and Seller irrevocably assign to Brokers compensation specified inparagraph 31A, respectively, and irrevocably instructs Escrow Holder to disburse those funds to Brokers at Close Of Escrow,or pursuant to any other mutually executed cancellation agreement. Compensation instructions can be amended or revokedonly with the written consent of Brokers. Buyer and Seller shall release and hold harmless Escrow Holder from any liabilityresulting from Escrow Holder’s payment to Broker(s) of compensation pursuant to this Agreement. Escrow Holder shallimmediately notify Brokers: (i) if Buyer’s initial or any additional deposit is not made pursuant to this Agreement or is not goodat time of deposit with Escrow Holder; or (ii) if either Buyer or Seller instruct Escrow Holder to cancel escrow.

D. A Copy of any amendment that affects any paragraph of this Agreement for which Escrow Holder is responsible shall bedelivered to Escrow Holder within 2 business days after mutual execution of the amendment.

33. LIQUIDATED DAMAGES: If Buyer fails to complete this purchase because of Buyer’s default, Seller shallretain, as liquidated damages, the deposit actually paid. Buyer and Seller agree that this amount is areasonable sum given that it is impractical or extremely difficult to establish the amount of damages thatwould actually be suffered by Seller in the event Buyer were to breach this Agreement. Release of funds willrequire mutual, Signed release instructions from both Buyer and Seller, judicial decision or arbitration award.

34. DISPUTE RESOLUTION: A. MEDIATION: Buyer and Seller agree to mediate any dispute or claim arising between them out of this Agreement, or any

resulting transaction, before resorting to arbitration or court action. Buyer and Seller also agree to mediate any disputes orclaims with Broker(s), who, in writing, agree to such mediation prior to, or within a reasonable time after, the disputeor claim is presented to the Broker. Mediation fees, if any, shall be divided equally among the parties involved. If, for anydispute or claim to which this paragraph applies, any party (i) commences an action without first attempting to resolve the matterthrough mediation, or (ii) before commencement of an action, refuses to mediate after a request has been made, then that partyshall not be entitled to recover attorney fees, even if they would otherwise be available to that party in any such action. THISMEDIATION PROVISION APPLIES WHETHER OR NOT THE ARBITRATION PROVISION IS INITIALED. Exclusions fromthis mediation agreement are specified in paragraph 34C.

B. ARBITRATION OF DISPUTES: Buyer and Seller agree that any dispute or claim in Law or equity arising between them out of thisAgreement or any resulting transaction, which is not settled through mediation, shall be decided byneutral, binding arbitration. Buyer and Seller also agree to arbitrate any disputes or claims with Broker(s),who, in writing, agree to such arbitration prior to, or within a reasonable time after, the dispute or claim ispresented to the Broker. The arbitrator shall be a retired judge or justice, or an attorney with at least 5years of residential real estate Law experience, unless the parties mutually agree to a different arbitrator.The parties shall have the right to discovery in accordance with Code of Civil Procedure §1283.05. In allother respects, the arbitration shall be conducted in accordance with Title 9 of Part 3 of the Code of CivilProcedure. Judgment upon the award of the arbitrator(s) may be entered into any court havingjurisdiction. Enforcement of this agreement to arbitrate shall be governed by the Federal Arbitration Act.Exclusions from this arbitration agreement are specified in paragraph 34C.

“NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTEARISING OUT OF THE MATTERS INCLUDED IN THE ‘ARBITRATION OF DISPUTES’ PROVISION DECIDEDBY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTSYOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING INTHE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL,UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE ‘ARBITRATION OF DISPUTES’PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOUMAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVILPROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.”

“WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTESARISING OUT OF THE MATTERS INCLUDED IN THE ‘ARBITRATION OF DISPUTES’ PROVISION TONEUTRAL ARBITRATION.”

C. ADDITIONAL MEDIATION AND ARBITRATION TERMS:(1) EXCLUSIONS: The following matters shall be excluded from mediation and arbitration: (i) a judicial or non-judicial

Buyer’s Initials ______/______ Seller’s Initials _______/_______

Buyer’s Initials ______/______ Seller’s Initials _______/_______




CPA REVISED 4/13 (PAGE 9 OF 10) Copyright © 1991-2013, CALIFORNIA ASSOCIATION OF REALTORS®, INC.


foreclosure or other action or proceeding to enforce a deed of trust, mortgage or installment land sale contract asdefined in Civil Code §2985; (ii) an unlawful detainer action; (iii) the filing or enforcement of a mechanic's lien; and (iv)any matter that is within the jurisdiction of a probate, small claims or bankruptcy court. The filing of a court action toenable the recording of a notice of pending action, for order of attachment, receivership, injunction, or otherprovisional remedies, shall not constitute a waiver or violation of the mediation and arbitration provisions.

(2) BROKERS: Brokers shall not be obligated or compelled to mediate or arbitrate unless they agree to do so in writing.Any Broker(s) participating in mediation or arbitration shall not be deemed a party to the Agreement.

35. GOVERNING LAW: This Agreement shall be governed by the Laws of the state of California.36. TERMS AND CONDITIONS OF OFFER: This is an offer to purchase the Property on the above terms and conditions. The liquidated

damages paragraph or the arbitration of disputes paragraph is incorporated in this Agreement if initiated by all parties or ifincorprated by mutual agreement in a counter offer on addendum. If at least one but not all parties initial, a counter offer is requireduntil agreement is reached. Seller has the right to continue to offer the Property for sale and to accept any other offer at any timeprior to notification of Acceptance. If this offer is accepted and Buyer subsequently defaults, Buyer may be responsible for paymentof Brokers’ compensation. This Agreement and any supplement, addendum or modification, including any Copy, may be Signed intwo or more counterparts, all of which shall constitute one and the same writing.

37. TIME OF ESSENCE; ENTIRE CONTRACT; CHANGES: Time is of the essence. All understandings between the parties areincorporated in this Agreement. Its terms are intended by the parties as a final, complete and exclusive expression of theirAgreement with respect to its subject matter, and may not be contradicted by evidence of any prior agreement or contemporaneousoral agreement. If any provision of this Agreement is held to be ineffective or invalid, the remaining provisions will nevertheless begiven full force and effect. Neither this Agreement nor any provision in it may be extended, amended, modified, altered orchanged, except in writing Signed by Buyer and Seller.

38. AUTHORITY: Any person or persons signing this Agreement represent(s) that such person has full power and authority to bind thatperson’s principal, and that the designated Buyer and Seller has full authority to enter into and perform this Agreement. Enteringinto this Agreement, and the completion of the obligations pursuant to this contract, does not violate any Articles of Incorporation,Articles of Organization, ByLaws, Operating Agreement, Partnership Agreement or other document governing the activity of eitherBuyer or Seller.

39. EXPIRATION OF OFFER: This offer shall be deemed revoked and the deposit shall be returned, unless the offer is Signed by Seller, anda Copy of the Signed offer is personally received by Buyer, or by _________________________, who is authorized to receive it by 5:00PM on the third Day after this offer is signed by Buyer (OR, if checked nn by ________________________(date), at _______ nn AM/ nnPM).Buyer has read and acknowledges receipt of a Copy of the offer and agrees to the above confirmation of agency relationships.

Buyer _____________________________________________________________________________________________By _________________________________________________________________________ Date __________________Print name _________________________________________________________________________________________Address _________________________________________ City ____________________ State ________ Zip _________Telephone _______________________ Fax ____________________________ E-mail ____________________________

Buyer _____________________________________________________________________________________________By _________________________________________________________________________ Date __________________Print name _________________________________________________________________________________________Address _________________________________________ City ____________________ State ________ Zip _________Telephone _______________________ Fax ____________________________ E-mail ____________________________Notice Address, If Different _____________________________________________________________________________

______________________________________________________nn Additional Signature Addendum attached (C.A.R. Form ASA).

40. ACCEPTANCE OF OFFER: Seller warrants that Seller is the owner of the Property, or has the authority to execute this Agreement.Seller accepts the above offer, agrees to sell the Property on the above terms and conditions, and agrees to the above confirmationof agency relationships. Seller has read and acknowledges receipt of a Copy of this Agreement, and authorizes Broker to deliver aSigned Copy to Buyer.nn (If checked) SUBJECT TO ATTACHED COUNTER OFFER, DATED _______________________________________________.

Seller ______________________________________________________________________________________________________By ___________________________________________________________________________________ Date _________________Print name __________________________________________________________________________________________________Address ___________________________________________ City ________________________ State ________ Zip ____________Telephone ___________________________ Fax ______________________________ E-mail ______________________________Seller ______________________________________________________________________________________________________By ___________________________________________________________________________________ Date _________________Print name __________________________________________________________________________________________________Address ___________________________________________ City ________________________ State ________ Zip ____________Telephone ___________________________ Fax ______________________________ E-mail ______________________________Notice Address, If Different _____________________________________________________________________________________

nn Additional Signature Addendum attached (C.A.R. Form ASA).Confirmation of Acceptance: A Copy of Signed Acceptance was personally received by Buyer or Buyer’s authorizedagent on (date) ___________ at _____ AM/PM. A binding Agreement is created when a Copy of Signed Acceptanceis personally received by Buyer or Buyer’s authorized agent whether or not confirmed in this document.Completion of this confirmation is not legally required in order to create a binding Agreement; it is solely intendedto evidence the date that Confirmation of Acceptance has occurred.

(_____/_____)(Initials)




Reviewed by _______ Date _______CPA REVISED 4/13 (PAGE 10 OF 10)

Published and Distributed by:REAL ESTATE BUSINESS SERVICES, INC.a subsidiary of the California Association of REALTORS®

525 South Virgil Avenue, Los Angeles, California 90020

REAL ESTATE BROKERS:A. Real Estate Brokers are not parties to the Agreement between Buyer and Seller.B. Agency relationships are confirmed as stated in paragraph 2 above. C. If specified in paragraph 3A(2), Agent who submitted offer for Buyer acknowledges receipt of deposit. D. COOPERATING BROKER COMPENSATION: Listing Broker agrees to pay Cooperating Broker (Selling Firm) and

Cooperating Broker agrees to accept, out of Listing Broker’s proceeds in escrow: (i) the amount specified in the MLS or PDS,provided Cooperating Broker is a Participant of the MLS or PDS in which the property is offered for sale or a reciprocal MLS orPDS; or (ii) nn (if checked) the amount specified in a separate written agreement (C.A.R. Form CBC) between Listing Broker andCooperating Broker. Declaration of License and Tax (C.A.R. Form DLT) may be used to document that tax reporting will berequired or that an exemption exists.

Real Estate Broker (Selling Firm)________________________________________________ DRE Lic. #_______________________By________________________________________________DRE Lic. #_____________________Date ____________________Address________________________________________ City ______________________ State ______ Zip ________________Telephone________________________ Fax ______________________________ E-mail __________________________________Real Estate Broker (Listing Firm) ________________________________________________ DRE Lic. #_______________________By________________________________________________DRE Lic. #____________________ Date ______________________Address ______________________________________ City ______________________ State ______ Zip ________________Telephone________________________ Fax ______________________________ E-mail __________________________________

ESCROW HOLDER ACKNOWLEDGMENT: Escrow Holder acknowledges receipt of a Copy of this Agreement, (if checked, nn a deposit in the amount of $_________________________________),counter offer(s) numbered _____________________________________________ and nn Other____________________________________________________________________________________________, and agrees to act as Escrow Holder subject to paragraph 32 of this Agreement, anysupplemental escrow instructions and the terms of Escrow Holder’s general provisions, if any.

Escrow Holder is advised that the date of Confirmation of Acceptance of the Agreement as between Buyer and Seller is ________________________

Escrow Holder ________________________________________________________ Escrow # __________________________________________By ______________________________________________________________________ Date __________________________________________Address ________________________________________________________________________________________________________________Phone/Fax/E-mail ________________________________________________________________________________________________________Escrow Holder is licensed by the California Department of nn Corporations, nn Insurance, nn Real Estate. License # __________________________

THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS® (C.A.R.). NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY ORADEQUACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATETRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL.This form is available for use by the entire real estate industry. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership markwhich may be used only by members of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics.

PRESENTATION OF OFFER: (___________________) Listing Broker presented this offer to Seller on ________________________________(date).Broker or Designee Initials

REJECTION OF OFFER: (________)(________) No counter offer is being made. This offer was rejected by Seller on_____________________(date).Seller’s Initials

COMMERCIAL LEASE AGREEMENT (CL PAGE 1 OF 6)

The copyright laws of the United States (Title 17 U.S. Code) forbid theunauthorized reproduction of this form, or any portion thereof, by photocopymachine or any other means, including facsimile or computerized formats.Copyright © 1998-2013, CALIFORNIA ASSOCIATION OF REALTORS®, INC.ALL RIGHTS RESERVED.

Tenant’s Initials (__________)(__________)


COMMERCIAL LEASE AGREEMENT(C.A.R. Form CL, Revised 4/13)

CL REVISED 4/13 (PAGE 1 OF 6) Print Date Reviewed by _______ Date _______

DRAFTDate (For reference only): _____________________________________________________________________________________________________________________________________________ (“Landlord”) and__________________________________________________________________________________________________ (“Tenant”) agree as follows:1. PROPERTY: Landlord rents to Tenant and Tenant rents from Landlord, the real property and improvements described as: __________________

__________________________________________________________________________________________________________ (“Premises”),which comprise approximately __________% of the total square footage of rentable space in the entire property. See exhibit _______________ for a further description of the Premises.

2. TERM: The term begins on (date) _______________________________________________________ (“Commencement Date”),(Check A or B):nn A. Lease: and shall terminate on (date) ________________________________ at _______ AM/PM.

Any holding over after the term of this agreement expires, with Landlord’s consent, shall create a month-to-month tenancy that either party may terminate as specified in paragraph 2B. Rent shall be at a rate equal to the rent for the immediately preceding month, payable in advance. All other terms and conditions of this agreement shall remain in full force and effect.

nn B. Month-to-month: and continues as a month-to-month tenancy. Either party may terminate the tenancy by giving written notice to the other at least 30 days prior to the intended termination date, subject to any applicable laws. Such notice may be given on any date.

nn C. RENEWAL OR EXTENSION TERMS: See attached addendum__________________________________________________________.3. BASE RENT:

A. Tenant agrees to pay Base Rent at the rate of (CHECK ONE ONLY:)nn (1) $ _______________________ per month, for the term of the agreement.nn (2) $ _______________________ per month, for the first 12 months of the agreement. Commencing with the 13th month, andupon expiration

of each 12 months thereafter, rent shall be adjusted according to any increase in the U.S. Consumer Price Index of the Bureau of Labor Statistics of the Department of Labor for All Urban Consumers (“CPI”) for ______________________________________________________________(the city nearest the location of the Premises), based on the following formula: Base Rent will be multiplied by the most current CPI preceding the first calendar month during which the adjustment is to take effect, and divided by the most recent CPI preceding the Commencement Date. In no event shall any adjusted Base Rent be less than the Base Rent for the month immediately preceding the adjustment. If the CPI is no longer published, then the adjustment to Base Rent shall be based on an alternate index that most closelyreflects the CPI.

nn (3) $________________ per month for the period commencing ________________________and ending _______________________ and $________________ per month for the period commencing ________________________and ending _______________________ and $________________ per month for the period commencing ________________________and ending __________________________.

nn (4) In accordance with the attached rent schedule.nn (5) Other:______________________________________________________________________________________________________.

B. Base Rent is payable in advance on the 1st ( or nn _______) day of each calendar month, and is delinquent on the next day.C. If the Commencement Date falls on any day other than the first day of the month, Base Rent for the first calendar month shall be prorated based

on a 30-day period. If Tenant has paid one full month’s Base Rent in advance of the Commencement Date, Base Rent for the second calendarmonth shall be prorated based on a 30-day period.

4. RENT:A. Definition: (“Rent”) shall mean all monetary obligations of Tenant to Landlord under the terms of this agreement, except security deposit. B. Payment: Rent shall be paid to (Name) __________________________________________________________________________________

at (address) ___________________________________________________________________________________________, or at any otherlocation specified by Landlord in writing to Tenant.

C. Timing: Base Rent shall be paid as specified in paragraph 3. All other Rent shall be paid within 30 days after Tenant is billed by Landlord.5. EARLY POSSESSION: Tenant is entitled to possession of the Premises on _______________________________________________________.

If Tenant is in possession prior to the Commencement Date, during this time (i) Tenant is not obligated to pay Base Rent, and (ii) Tenant nn isnn is not obligated to pay Rent other than Base Rent. Whether or not Tenant is obligated to pay Rent prior to Commencement Date, Tenant isobligated to comply with all other terms of this agreement.

6. SECURITY DEPOSIT:A. Tenant agrees to pay Landlord $ _______________________ as a security deposit. Tenant agrees not to hold Broker responsible for its return.

(IF CHECKED:) nn If Base Rent increases during the term of this agreement, Tenant agrees to increase security deposit by the same proportionas the increase in Base Rent.

B. All or any portion of the security deposit may be used, as reasonably necessary, to: (i) cure Tenant’s default in payment of Rent, late charges,non-sufficient funds (“NSF”) fees, or other sums due; (ii) repair damage, excluding ordinary wear and tear, caused by Tenant or by a guest orlicensee of Tenant; (iii) broom clean the Premises, if necessary, upon termination of tenancy; and (iv) cover any other unfulfilled obligation ofTenant. SECURITY DEPOSIT SHALL NOT BE USED BY TENANT IN LIEU OF PAYMENT OF LAST MONTH’S RENT. If all or any portion ofthe security deposit is used during tenancy, Tenant agrees to reinstate the total security deposit within 5 days after written notice is delivered toTenant. Within 30 days after Landlord receives possession of the Premises, Landlord shall: (i) furnish Tenant an itemized statement indicatingthe amount of any security deposit received and the basis for its disposition, and (ii) return any remaining portion of security deposit to Tenant.However, if the Landlord’s only claim upon the security deposit is for unpaid Rent, then the remaining portion of the security deposit, afterdeduction of unpaid Rent, shall be returned within 14 days after the Landlord receives possession.

C. No interest will be paid on security deposit, unless required by local ordinance.Landlord’s Initials (__________)(__________)


Premises: ___________________________________________________________________________________ Date _____________________

Copyright © 1998-2013, CALIFORNIA ASSOCIATION OF REALTORS®, INC. CL REVISED 4/13 (PAGE 2 OF 6) Print Date Reviewed by _______ Date _______

DRAFT7. PAYMENTS:

PAYMENTTOTAL DUE RECEIVED BALANCE DUE DUE DATE

A. Rent: From ______________ To ______________ $______________ $______________ $______________ ________________Date Date

B. Security Deposit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $______________ $______________ $______________ ________________

C. Other: ___________________________________ $______________ $______________ $______________ ________________Category

D. Other: ___________________________________ $______________ $______________ $______________ ________________Category

E. Total: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $______________ $______________ $______________

8. PARKING: Tenant is entitled to _______________________ unreserved and _______________________ reserved vehicle parking spaces. Theright to parking nn is nn is not included in the Base Rent charged pursuant to paragraph 3. If not included in the Base Rent, the parking rentalfee shall be an additional $ ______________ per month. Parking space(s) are to be used for parking operable motor vehicles, except for trailers,boats, campers, buses or trucks (other than pick-up trucks). Tenant shall park in assigned space(s) only. Parking space(s) are to be kept clean.Vehicles leaking oil, gas or other motor vehicle fluids shall not be parked in parking spaces or on the Premises. Mechanical work or storage ofinoperable vehicles is not allowed in parking space(s) or elsewhere on the Premises. No overnight parking is permitted.

9. ADDITIONAL STORAGE: Storage is permitted as follows:_____________________________________________________________________.The right to additional storage space nn is nn is not included in the Base Rent charged pursuant to paragraph 3. If not included in Base Rent,storage space shall be an additional $ ____________ per month. Tenant shall store only personal property that Tenant owns, and shall not storeproperty that is claimed by another, or in which another has any right, title, or interest. Tenant shall not store any improperly packaged food orperishable goods, flammable materials, explosives, or other dangerous or hazardous material. Tenant shall pay for, and be responsible for, theclean-up of any contamination caused by Tenant’s use of the storage area.

10. LATE CHARGE; INTEREST; NSF CHECKS: Tenant acknowledges that either late payment of Rent or issuance of a NSF check may causeLandlord to incur costs and expenses, the exact amount of which are extremely difficult and impractical to determine. These costs may include, butare not limited to, processing, enforcement and accounting expenses, and late charges imposed on Landlord. If any installment of Rent due fromTenant is not received by Landlord within 5 calendar days after date due, or if a check is returned NSF, Tenant shall pay to Landlord, respectively, $ ________________ as late charge, plus 10% interest per annum on the delinquent amount and $25.00 as a NSF fee, any of which shall bedeemed additional Rent. Landlord and Tenant agree that these charges represent a fair and reasonable estimate of the costs Landlord may incurby reason of Tenant’s late or NSF payment. Any late charge, delinquent interest, or NSF fee due shall be paid with the current installment of Rent.Landlord’s acceptance of any late charge or NSF fee shall not constitute a waiver as to any default of Tenant. Landlord’s right to collect a LateCharge or NSF fee shall not be deemed an extension of the date Rent is due under paragraph 4, or prevent Landlord from exercising any otherrights and remedies under this agreement, and as provided by law.

11. CONDITION OF PREMISES: Tenant has examined the Premises and acknowledges that Premise is clean and in operative condition, with thefollowing exceptions: ___________________________________________________________________________________________________.Items listed as exceptions shall be dealt with in the following manner: ________________________________________________________________________________________________________________________________________________________________________________.

12. ZONING AND LAND USE: Tenant accepts the Premises subject to all local, state and federal laws, regulations and ordinances (“Laws”).Landlord makes no representation or warranty that Premises are now or in the future will be suitable for Tenant’s use. Tenant has made its own investigation regarding all applicable Laws.

13. TENANT OPERATING EXPENSES: Tenant agrees to pay for all utilities and services directly billed to Tenant._________________________________________________________________________________________________________________________________________________

14. PROPERTY OPERATING EXPENSES: A. Tenant agrees to pay its proportionate share of Landlord’s estimated monthly property operating expenses, including but not limited to, common

area maintenance, consolidated utility and service bills, insurance, and real property taxes, based on the ratio of the square footage of thePremises to the total square footage of the rentable space in the entire property. _________________________________________________________________________________________________________________________________________________________________

OR B. nn (If checked) Paragraph 14 does not apply. 15. USE: The Premises are for the sole use as _________________________________________________________________________________.

No other use is permitted without Landlord’s prior written consent. If any use by Tenant causes an increase in the premium on Landlord’s existingproperty insurance, Tenant shall pay for the increased cost. Tenant will comply with all Laws affecting its use of the Premises.

16. RULES/REGULATIONS: Tenant agrees to comply with all rules and regulations of Landlord (and, if applicable, Owner’s Association) that are at anytime posted on the Premises or delivered to Tenant. Tenant shall not, and shall ensure that guests and licensees of Tenant do not, disturb, annoy,endanger, or interfere with other tenants of the building or neighbors, or use the Premises for any unlawful purposes, including, but not limited to,using, manufacturing, selling, storing, or transporting illicit drugs or other contraband, or violating any law or ordinance, or committing a waste ornuisance on or about the Premises.

17. MAINTENANCE: A. Tenant OR nn (If checked, Landlord) shall professionally maintain the Premises including heating, air conditioning, electrical, plumbing and

water systems, if any, and keep glass, windows and doors in operable and safe condition. Unless Landlord is checked, if Tenant fails to maintainthe Premises, Landlord may contract for or perform such maintenance, and charge Tenant for Landlord’s cost.

B. Landlord OR nn (If checked, Tenant) shall maintain the roof, foundation, exterior walls, common areas and ___________________________________________________________________________________________________________________________________________.

Tenant’s Initials (__________)(__________) Landlord’s Initials (__________)(__________)


Premises: ___________________________________________________________________________________ Date _____________________


DRAFT18. ALTERATIONS: Tenant shall not make any alterations in or about the Premises, including installation of trade fixtures and signs, without Landlord’s

prior written consent, which shall not be unreasonably withheld. Any alterations to the Premises shall be done according to Law and with requiredpermits. Tenant shall give Landlord advance notice of the commencement date of any planned alteration, so that Landlord, at its option, may post aNotice of Non-Responsibility to prevent potential liens against Landlord’s interest in the Premises. Landlord may also require Tenant to provideLandlord with lien releases from any contractor performing work on the Premises.

19. GOVERNMENT IMPOSED ALTERATIONS: Any alterations required by Law as a result of Tenant’s use shall be Tenant’s responsibility. Landlordshall be responsible for any other alterations required by Law.

20. ENTRY: Tenant shall make Premises available to Landlord or Landlord’s agent for the purpose of entering to make inspections, necessary or agreedrepairs, alterations, or improvements, or to supply necessary or agreed services, or to show Premises to prospective or actual purchasers, tenants,mortgagees, lenders, appraisers, or contractors. Landlord and Tenant agree that 24 hours notice (oral or written) shall be reasonable and sufficientnotice. In an emergency, Landlord or Landlord’s representative may enter Premises at any time without prior notice.

21. SIGNS: Tenant authorizes Landlord to place a FOR SALE sign on the Premises at any time, and a FOR LEASE sign on the Premises within the90 (or nn _______) day period preceding the termination of this agreement.

22. SUBLETTING/ASSIGNMENT: Tenant shall not sublet or encumber all or any part of Premises, or assign or transfer this agreement or any interestin it, without the prior written consent of Landlord, which shall not be unreasonably withheld. Unless such consent is obtained, any subletting,assignment, transfer, or encumbrance of the Premises, agreement, or tenancy, by voluntary act of Tenant, operation of law, or otherwise, shall benull and void, and, at the option of Landlord, terminate this agreement. Any proposed sublessee, assignee, or transferee shall submit to Landlordan application and credit information for Landlord’s approval, and, if approved, sign a separate written agreement with Landlord and Tenant.Landlord’s consent to any one sublease, assignment, or transfer, shall not be construed as consent to any subsequent sublease, assignment, ortransfer, and does not release Tenant of Tenant’s obligation under this agreement.

23. POSSESSION: If Landlord is unable to deliver possession of Premises on the Commencement Date, such date shall be extended to the date onwhich possession is made available to Tenant. However, the expiration date shall remain the same as specified in paragraph 2. If Landlord isunable to deliver possession within 60 (or nn _______) calendar days after the agreed Commencement Date, Tenant may terminate this agreementby giving written notice to Landlord, and shall be refunded all Rent and security deposit paid.

24. TENANT’S OBLIGATIONS UPON VACATING PREMISES: Upon termination of this agreement, Tenant shall: (i) give Landlord all copies of all keysor opening devices to Premises, including any common areas; (ii) vacate Premises and surrender it to Landlord empty of all persons and personalproperty; (iii) vacate all parking and storage spaces; (iv) deliver Premises to Landlord in the same condition as referenced in paragraph 11; (v)clean Premises; (vi) give written notice to Landlord of Tenant’s forwarding address; and (vii) ________________________________________________________________________________________________________________________________________________________________.All improvements installed by Tenant, with or without Landlord’s consent, become the property of Landlord upon termination. Landlord maynevertheless require Tenant to remove any such improvement that did not exist at the time possession was made available to Tenant.

25. BREACH OF CONTRACT/EARLY TERMINATION: In event Tenant, prior to expiration of this agreement, breaches any obligation in thisagreement, abandons the premises, or gives notice of tenant’s intent to terminate this tenancy prior to its expiration, in addition to any obligationsestablished by paragraph 24, Tenant shall also be responsible for lost rent, rental commissions, advertising expenses, and painting costs necessaryto ready Premises for re-rental. Landlord may also recover from Tenant: (i) the worth, at the time of award, of the unpaid Rent that had been earnedat the time of termination; (ii) the worth, at the time of award, of the amount by which the unpaid Rent that would have been earned after expirationuntil the time of award exceeds the amount of such rental loss the Tenant proves could have been reasonably avoided; and (iii) the worth, at thetime of award, of the amount by which the unpaid Rent for the balance of the term after the time of award exceeds the amount of such rental lossthat Tenant proves could be reasonably avoided. Landlord may elect to continue the tenancy in effect for so long as Landlord does not terminateTenant’s right to possession, by either written notice of termination of possession or by reletting the Premises to another who takes possession, andLandlord may enforce all Landlord’s rights and remedies under this agreement, including the right to recover the Rent as it becomes due.

26. DAMAGE TO PREMISES: If, by no fault of Tenant, Premises are totally or partially damaged or destroyed by fire, earthquake, accident or othercasualty, Landlord shall have the right to restore the Premises by repair or rebuilding. If Landlord elects to repair or rebuild, and is able to completesuch restoration within 90 days from the date of damage, subject to the terms of this paragraph, this agreement shall remain in full force and effect.If Landlord is unable to restore the Premises within this time, or if Landlord elects not to restore, then either Landlord or Tenant may terminate thisagreement by giving the other written notice. Rent shall be abated as of the date of damage. The abated amount shall be the current monthly BaseRent prorated on a 30-day basis. If this agreement is not terminated, and the damage is not repaired, then Rent shall be reduced based on theextent to which the damage interferes with Tenant’s reasonable use of the Premises. If total or partial destruction or damage occurs as a result ofan act of Tenant or Tenant’s guests, (i) only Landlord shall have the right, at Landlord’s sole discretion, within 30 days after such total or partialdestruction or damage to treat the lease as terminated by Tenant, and (ii) Landlord shall have the right to recover damages from Tenant.

27. HAZARDOUS MATERIALS: Tenant shall not use, store, generate, release or dispose of any hazardous material on the Premises or the property of which the Premises are part. However, Tenant is permitted to make use of such materials that are required to be used in the normal course of Tenant’s business provided that Tenant complies with all applicable Laws related to the hazardous materials. Tenant is responsible for the cost ofremoval and remediation, or any clean-up of any contamination caused by Tenant.

28. CONDEMNATION: If all or part of the Premises is condemned for public use, either party may terminate this agreement as of the date possessionis given to the condemner. All condemnation proceeds, exclusive of those allocated by the condemner to Tenant’s relocation costs and trade fixtures,belong to Landlord.

29. INSURANCE: Tenant’s personal property, fixtures, equipment, inventory and vehicles are not insured by Landlord against loss or damage due to fire, theft, vandalism, rain, water, criminal or negligent acts of others, or any other cause. Tenant is to carry Tenant’s own property insurance to protectect Tenant from any such loss. In addition, Tenant shall carry liability insurance in an amount of not less than $_____________________. Tenant’s liability insurance shall name Landlord and Landlord’s agent as additional insured. Tenant, upon Landlord’s request, shall provide Landlord with acertificate of insurance establishing Tenant’s compliance. Landlord shall maintain liability insurance insuring Landlord, but not Tenant, in an amountof at least $_____________________, plus property insurance in an amount sufficient to cover the replacement cost of the property. Tenant isadvised to carry business interruption insurance in an amount at least sufficient to cover Tenant’s complete rental obligation to Landlord. Landlordis advised to obtain a policy of rental loss insurance. Both Landlord and Tenant release each other, and waive their respective rights to subrogationagainst each other, for loss or damage covered by insurance.



Premises: ___________________________________________________________________________________ Date _____________________


DRAFT30. TENANCY STATEMENT (ESTOPPEL CERTIFICATE): Tenant shall execute and return a tenancy statement (estoppel certificate), delivered to

Tenant by Landlord or Landlord’s agent, within 3 days after its receipt. The tenancy statement shall acknowledge that this agreement is unmodifiedand in full force, or in full force as modified, and state the modifications. Failure to comply with this requirement: (i) shall be deemed Tenant’sacknowledgment that the tenancy statement is true and correct, and may be relied upon by a prospective lender or purchaser; and (ii) may betreated by Landlord as a material breach of this agreement. Tenant shall also prepare, execute, and deliver to Landlord any financial statement(which will be held in confidence) reasonably requested by a prospective lender or buyer.

31. LANDLORD’S TRANSFER: Tenant agrees that the transferee of Landlord’s interest shall be substituted as Landlord under this agreement.Landlord will be released of any further obligation to Tenant regarding the security deposit, only if the security deposit is returned to Tenant uponsuch transfer, or if the security deposit is actually transferred to the transferee. For all other obligations under this agreement, Landlord is released of any further liability to Tenant, upon Landlord’s transfer.

32. SUBORDINATION: This agreement shall be subordinate to all existing liens and, at Landlord’s option, the lien of any first deed of trust or firstmortgage subsequently placed upon the real property of which the Premises are a part, and to any advances made on the security of the Premises,and to all renewals, modifications, consolidations, replacements, and extensions. However, as to the lien of any deed of trust or mortgage enteredinto after execution of this agreement, Tenant’s right to quiet possession of the Premises shall not be disturbed if Tenant is not in default and so longas Tenant pays the Rent and observes and performs all of the provisions of this agreement, unless this agreement is otherwise terminated pursuantto its terms. If any mortgagee, trustee, or ground lessor elects to have this agreement placed in a security position prior to the lien of a mortgage,deed of trust, or ground lease, and gives written notice to Tenant, this agreement shall be deemed prior to that mortgage, deed of trust, or groundlease, or the date of recording.

33. TENANT REPRESENTATIONS; CREDIT: Tenant warrants that all statements in Tenant’s financial documents and rental application are accurate.Tenant authorizes Landlord and Broker(s) to obtain Tenant’s credit report at time of application and periodically during tenancy in connection withapproval, modification, or enforcement of this agreement. Landlord may cancel this agreement: (i) before occupancy begins, upon disapproval ofthe credit report(s); or (ii) at any time, upon discovering that information in Tenant’s application is false. A negative credit report reflecting on Tenant’srecord may be submitted to a credit reporting agency, if Tenant fails to pay Rent or comply with any other obligation under this agreement.

34. CONSTRUCTION-RELATED ACCESSIBILITY STANDARDS: Landlord states that the Premises nn has, or nn has not been inspected by a CertifiedAccess Specialist. If so, Landlord states that the Premises nn has, or nn has not been determined to meet all applicable construction-relatedaccessibility standards pursuent to Civil Code Section 55.53.

35. ENERGY DISCLOSURE: If this is a lease of the entire building, Landlord shall provide Tenant, at least 24 hours prior to execution of this Agreement,the Disclosure Summary Sheet, Statement of Energy Performance, Data Checklist, and the Facility Summary for the building as required by PublicResources Code Section 25402.10 and California Code of Regulations, Title 20, Sections 1680 through 1685. This requirement is effective for abuilding with total gross floor area square footage as follows: more than 50,000 square feet, July 1, 2013; more than 10,000 square feet and up to50,000 square feet, January 1, 2014; and at least 5,000 square feet up to 10,000 square feet, July 1, 2014.

36. DISPUTE RESOLUTION: A. MEDIATION: Tenant and Landlord agree to mediate any dispute or claim arising between them out of this agreement, or any resulting

transaction, before resorting to arbitration or court action, subject to paragraph 36B(2) below. Paragraphs 36B(2) and (3) apply whether or notthe arbitration provision is initialed. Mediation fees, if any, shall be divided equally among the parties involved. If for any dispute or claim towhich this paragraph applies, any party commences an action without first attempting to resolve the matter through mediation, or refuses tomediate after a request has been made, then that party shall not be entitled to recover attorney fees, even if they would otherwise be availableto that party in any such action. THIS MEDIATION PROVISION APPLIES WHETHER OR NOT THE ARBITRATION PROVISION IS INITIALED.

B. ARBITRATION OF DISPUTES: (1) Tenant and Landlord agree that any dispute or claim in Law or equity arising between them out ofthis agreement or any resulting transaction, which is not settled through mediation, shall be decided by neutral, binding arbitration,including and subject to paragraphs 36B(2) and (3) below. The arbitrator shall be a retired judge or justice, or an attorney with at least5 years of real estate transactional law experience, unless the parties mutually agree to a different arbitrator, who shall render anaward in accordance with substantive California Law. In all other respects, the arbitration shall be conducted in accordance with PartIII, Title 9 of the California Code of Civil Procedure. Judgment upon the award of the arbitrator(s) may be entered in any court havingjurisdiction. The parties shall have the right to discovery in accordance with Code of Civil Procedure §1283.05.(2) EXCLUSIONS FROM MEDIATION AND ARBITRATION: The following matters are excluded from Mediation and Arbitrationhereunder: (i) a judicial or non-judicial foreclosure or other action or proceeding to enforce a deed of trust, mortgage, or installment land salecontract as defined in Civil Code §2985; (ii) an unlawful detainer action; (iii) the filing or enforcement of a mechanic's lien; (iv) any matter thatis within the jurisdiction of a probate, small claims, or bankruptcy court; and (v) an action for bodily injury or wrongful death, or for latent orpatent defects to which Code of Civil Procedure §337.1 or §337.15 applies. The filing of a court action to enable the recording of a notice ofpending action, for order of attachment, receivership, injunction, or other provisional remedies, shall not constitute a violation of the mediationand arbitration provisions.(3) BROKERS: Tenant and Landlord agree to mediate and arbitrate disputes or claims involving either or both Brokers, provided either or bothBrokers shall have agreed to such mediation or arbitration, prior to, or within a reasonable time after the dispute or claim is presented to Brokers.Any election by either or both Brokers to participate in mediation or arbitration shall not result in Brokers being deemed parties to the agreement.

“NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTEARISING OUT OF THE MATTERS INCLUDED IN THE 'ARBITRATION OF DISPUTES' PROVISION DECIDEDBY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTSYOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING INTHE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL,UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE 'ARBITRATION OF DISPUTES'PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOUMAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVILPROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.”



Premises: ___________________________________________________________________________________ Date _____________________


DRAFT“WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING

OUT OF THE MATTERS INCLUDED IN THE 'ARBITRATION OF DISPUTES' PROVISION TO NEUTRALARBITRATION.”

37. JOINT AND INDIVIDUAL OBLIGATIONS: If there is more than one Tenant, each one shall be individually and completely responsible for theperformance of all obligations of Tenant under this agreement, jointly with every other Tenant, and individually, whether or not in possession.

38. NOTICE: Notices may be served by mail, facsimile, or courier at the following address or location, or at any other location subsequently designated:Landlord: ____________________________________________ Tenant: ______________________________________________________________________________________________________________ ____________________________________________________________________________________________________________________ ____________________________________________________________________________________________________________________ ____________________________________________________________________________________________________________________ ________________________________________________________________

Notice is deemed effective upon the earliest of the following: (i) personal receipt by either party or their agent; (ii) writtenacknowledgement o f not ice; or ( i i i ) 5 days af ter mai l ing not ice to such locat ion by f i rs t c lass mai l , postage pre-paid.39. WAIVER: The waiver of any breach shall not be construed as a continuing waiver of the same breach or a waiver of any subsequent breach.40. INDEMNIFICATION: Tenant shall indemnify, defend and hold Landlord harmless from all claims, disputes, litigation, judgments and attorney

fees arising out of Tenant’s use of the Premises.41. OTHER TERMS AND CONDITIONS/SUPPLEMENTS: ________________________________________________________________________

________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________The following ATTACHED supplements/exhibits are incorporated in this agreement: nn Option Agreement (C.A.R. Form OA)___________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

42. ATTORNEY FEES: In any action or proceeding arising out of this agreement, the prevailing party between Landlord and Tenant shall be entitled toreasonable attorney fees and costs from the non-prevailing Landlord or Tenant, except as provided in paragraph 34A.

43. ENTIRE CONTRACT: Time is of the essence. All prior agreements between Landlord and Tenant are incorporated in this agreement, whichconstitutes the entire contract. It is intended as a final expression of the parties’ agreement, and may not be contradicted by evidence of any prioragreement or contemporaneous oral agreement. The parties further intend that this agreement constitutes the complete and exclusive statementof its terms, and that no extrinsic evidence whatsoever may be introduced in any judicial or other proceeding, if any, involving this agreement. Anyprovision of this agreement that is held to be invalid shall not affect the validity or enforceability of any other provision in this agreement. Thisagreement shall be binding upon, and inure to the benefit of, the heirs, assignees and successors to the parties.

44. BROKERAGE: Landlord and Tenant shall each pay to Broker(s) the fee agreed to, if any, in a separate written agreement. Neither Tenant norLandlord has utilized the services of, or for any other reason owes compensation to, a licensed real estate broker (individual or corporate), agent,finder, or other entity, other than as named in this agreement, in connection with any act relating to the Premises, including, but not limited to,inquiries, introductions, consultations, and negotiations leading to this agreement. Tenant and Landlord each agree to indemnify, defend and holdharmless the other, and the Brokers specified herein, and their agents, from and against any costs, expenses, or liability for compensation claimedinconsistent with the warranty and representation in this paragraph 42.

45. AGENCY CONFIRMATION: The following agency relationships are hereby confirmed for this transaction:Listing Agent: ________________________________________________ (Print Firm Name) is the agent of (check one):nn the Landlord exclusively; or nn both the Tenant and Landlord.Selling Agent: ________________________________________________ (Print Firm Name) (if not same as Listing Agent) is the agent of (check one):nn the Tenant exclusively; or nn the Landlord exclusively; or nn both the Tenant and Landlord.Real Estate Brokers are not parties to the agreement between Tenant and Landlord.


Landlord’s Initials _______/_______ Tenant’s Initials _______/_______


CL REVISED 4/13 (PAGE 6 OF 6) Print Date

Premises: ___________________________________________________________________________________ Date _____________________




DRAFTTenant _______________________________________________________________________________ Date _____________________________________________________________________________________________________(Print name)Address __________________________________________________ City ________________________ State _______ Zip __

Tenant _______________________________________________________________________________ Date _____________________________________________________________________________________________________(Print name)Address __________________________________________________ City ________________________ State _______ Zip __

nn GUARANTEE: In consideration of the execution of this Agreement by and between Landlord and Tenant and for valuable consideration,receipt of which is hereby acknowledged, the undersigned (“Guarantor”) does hereby: (i) guarantee unconditionally to Landlord andLandlord’s agents, successors and assigns, the prompt payment of Rent or other sums that become due pursuant to this Agreement,including any and all court costs and attorney fees included in enforcing the Agreement; (ii) consent to any changes, modifications oralterations of any term in this Agreement agreed to by Landlord and Tenant; and (iii) waive any right to require Landlord and/or Landlord’sagents to proceed against Tenant for any default occurring under this Agreement before seeking to enforce this Guarantee.

Guarantor (Print Name) ____________________________________________________________________________________Guarantor ______________________________________________________________________ Date __________________Address __________________________________ City____________________________ State ________ Zip ____________Telephone __________________________ Fax __________________________ E-mail ______________________________

Landlord agrees to rent the Premises on the above terms and conditions.

Landlord ______________________________________________________________________________ Date ________________(owner or agent with authority to enter into this agreement)

Address __________________________________________________ City ________________________ State _______ Zip __

Landlord ______________________________________________________________________________ Date ________________(owner or agent with authority to enter into this agreement)

Address __________________________________________________ City ________________________ State _______ Zip __

Agency relationships are confirmed as above. Real estate brokers who are not also Landlord in this agreement are not a party to theagreement between Landlord and Tenant.

Real Estate Broker (Leasing Firm) __________________________________________________ DRE Lic. # __________________By (Agent) ________________________________________ DRE Lic. # __________________ Date ______________________Address __________________________________________________ City ________________________ State _______ Zip __ Telephone ___________________________ Fax ______________________________ E-mail _______________________________

Real Estate Broker (Listing Firm) ____________________________________________________ DRE Lic. # __________________By (Agent) ________________________________________ DRE Lic. # __________________ Date ______________________Address __________________________________________________ City ________________________ State _______ Zip __ Telephone ___________________________ Fax ______________________________ E-mail _______________________________

THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS® (C.A.R.). NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY ORADEQUACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATETRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL.This form is available for use by the entire real estate industry. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership markwhich may be used only by members of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics.

Landlord and Tenant acknowledge and agree that Brokers: (i) do not guarantee the condition of the Premises; (ii) cannotverify representations made by others; (iii) will not verify zoning and land use restrictions; (iv) cannot provide legal or taxadvice; (v) will not provide other advice or information that exceeds the knowledge, education or experience required toobtain a real estate license. Furthermore, if Brokers are not also acting as Landlord in this agreement, Brokers: (vi) do notdecide what rental rate a Tenant should pay or Landlord should accept; and (vii) do not decide upon the length or other termsof tenancy. Landlord and Tenant agree that they will seek legal, tax, insurance, and other desired assistance fromappropriate professionals.

®

DR

AFTCOUNTER OFFER No. ________

For use by Seller or Buyer. May be used for Multiple Counter Offer.(C.A.R. Form CO, Revised 11/12)

COUNTER OFFER (CO PAGE 1 OF 1)

C A L I F O R N I A A S S O C I AT I O NOF REALTORS®


CO REVISED 11/12 (PAGE 1 OF 1) Print Date

The copyright laws of the United States (Title 17 U.S. Code) forbid the unauthorized reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile orcomputerized formats. Copyright © 1986-2012, CALIFORNIA ASSOCIATION OF REALTORS®, INC. ALL RIGHTS RESERVED.

THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS® (C.A.R.). NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ADEQUACY OF ANYPROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE,CONSULT AN APPROPRIATE PROFESSIONAL.

This form is available for use by the entire real estate industry. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership mark which may be used only bymembers of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics.



Date ________________________This is a counter offer to the: nn California Residential Purchase Agreement, nn Counter Offer No.__________, or nn Other ______(“Offer”),dated ____________________, on property known as ________________________________________________________(“Property”),between ___________________________________________ (“Buyer”) and ________________________________________(“Seller”).1. TERMS: The terms and conditions of the above referenced document are accepted subject to the following:

A. Paragraphs in the Offer that require initials by all parties, but are not initialed by all parties, are excluded from the finalagreement unless specifically referenced for inclusion in paragraph 1C of this or another Counter Offer.

B. 1. Unless otherwise agreed in writing, down payment and loan amount(s) will be adjusted in the same proportion as inthe original Offer.

2. nn If checked, Buyer’s deposit will be adjusted in the same proportion as in the original Offer.C. OTHER TERMS:________________________________________________________________________________________

(i) _____ / _____ I agree to liquidated damages as specified in the Agreement.(ii) _____ / _____ I agree to arbitration of disputes as specified in the Agreement._______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

D. The following attached addenda are incorporated into this Counter Offer: nn Addendum No. __________________nn _______________________________________________ nn __________________________________________________

2. RIGHT TO ACCEPT OTHER OFFERS: If this is a Seller Counter Offer, (i) Seller has the right to continue to offer the Property for saleor for another transaction, and to accept any other offer at any time prior to Acceptance, as described in paragraph 3 and (ii) Seller’sacceptance of another offer prior to Buyer’s Acceptance of this Counter Offer, shall revoke this Counter Offer.

3. EXPIRATION: This Counter Offer shall be deemed revoked and the deposits, if any, shall be returned unless this Counter Offer issigned by the Buyer or Seller to whom it is sent and a Copy of the signed Counter Offer is personally received by the person makingthis Counter Offer or by _______________________________________________________________, who is authorized to receiveit, by 5:00 PM on the third Day After the later date specified in paragraph 5 or, (if checked) by nn ____________________(date), at____________ AM/PM. This Counter Offer may be executed in counterparts.

4.

5. OFFER: BUYER OR SELLER MAKES THIS COUNTER OFFER ON THE TERMS ABOVE AND ACKNOWLEDGES RECEIPT OF A COPY._____________________________________________________________________________Date _____________________________________________________________________________________________________Date ________________________

6. ACCEPTANCE: I/WE accept the above Counter Offer (If checked nn SUBJECT TO THE ATTACHED COUNTER OFFER) andacknowledge receipt of a Copy.____________________________________________________________ Date ________________ Time _____________AM/PM____________________________________________________________ Date ________________ Time _____________AM/PM

7.

8. (______/______) (Initials) Confirmation of Acceptance: A Copy of Signed Acceptance was personally received by the maker of theCounter Offer, or that person’s authorized agent as specified in paragraph 3 (or, if this is a Multiple Counter Offer, the Buyer or Buyer’sauthorized agent as specified in paragraph 4) on (date) _________________________________at ____________AM/PM. A bindingAgreement is created when a Copy of Signed Acceptance is personally received by the maker of the Counter Offer, or thatperson’s authorized agent (or, if this is a Multiple Counter Offer, the Buyer or Buyer’s authorized agent) whether or notconfirmed in this document. Completion of this confirmation is not legally required in order to create a binding Agreement; itis solely intended to evidence the date that Acceptance has occurred.

nn (If checked:) MULTIPLE COUNTER OFFER: Seller is making a Counter Offer(s) to another prospective buyer(s) on termsthat may or may not be the same as in this Counter Offer. Acceptance of this Counter Offer by Buyer shall not be binding unlessand until it is subsequently re-Signed by Seller in paragraph 7 below and a Copy of the Counter Offer Signed in paragraph 7 ispersonally received by Buyer or by _____________________________ , who is authorized to receive it, by 5:00 PM on the thirdDay After the later date specified in paragraph 5 or, (if checked) by nn ___________________ (date), at _______ AM/PM. Priorto the completion of all of these events, Buyer and Seller shall have no duties or obligations for the purchase or sale of theProperty. NOTE TO SELLER: Sign and date in paragraph 5 to make this Counter Offer.

MULTIPLE COUNTER OFFER SIGNATURE LINE: By signing below, Seller accepts this Multiple Counter Offer. NOTETO SELLER: Do NOT sign in this box until after Buyer signs in paragraph 6. (Paragraph 7 applies only if paragraph4 is checked.)

_________________________________________________________ Date ___________________ Time ______ AM/PM_________________________________________________________ Date ___________________ Time ______ AM/PM

_____/_____ This counter offer was rejected by nn Buyer nn Seller on ________________ (date)

DA 11/06 (PAGE 1 OF 1) Print Date

DISCLOSURE AND CONSENT FOR REPRESENTATION OF MORE THAN ONE BUYER OR SELLER

(C.A.R. Form DA, 11/06)

REPRESENTATION OF MORE THAN ONE BUYER OR SELLER (DA PAGE 1 OF 1)

C A L I F O R N I A ASSOCIAT IONOF REALTORS®




THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS® (C.A.R.). NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY ORADEQUACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATETRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL.

The copyright laws of the United States (Title 17 U.S. Code) forbid the unauthorized reproduction of this form, or any portion thereof, by photocopymachine or any other means, including facsimile or computerized formats. Copyright © 1991-2006, CALIFORNIA ASSOCIATION OF REALTORS®, INC.ALL RIGHTS RESERVED.

This form is available for use by the entire real estate industry. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership markwhich may be used only by members of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics.

DRAFTA real estate broker, whether a corporation, partnership or sole proprietorship (“Broker”), may represent more than onebuyer or seller provided the Broker has made a disclosure and the principals have given their consent. This multiplerepresentation can occur through an individual licensed as a broker or through different associate licensees acting for theBroker. The associate licensees may be working out of the same or different office locations.

Broker (individually or through its associate licensees) may be working with many prospective buyers at the same time.These prospective buyers may have an interest in, and make offers on, the same properties. Some of these propertiesmay be listed with Broker and some may not. Broker will not limit or restrict any particular buyer from making an offer onany particular property whether or not Broker represents other buyers interested in the same property.

Broker (individually or through its associate licensees) may have listings on many properties at the same time. As a result,Broker will attempt to find buyers for each of those listed properties. Some listed properties may appeal to the sameprospective buyers. Some properties may attract more prospective buyers than others. Some of these prospective buyersmay be represented by Broker and some may not. Broker will market all listed properties to all prospective buyers whetheror not Broker has another or other listed properties that may appeal to the same prospective buyers.

Buyer and Seller understand that Broker may represent more than one buyer or seller and even both buyer and seller onthe same transaction.

If Seller is represented by Broker, Seller acknowledges that Broker may represent prospective buyers of Seller’s propertyand consents to Broker acting as a dual agent for both Seller and Buyer in that transaction.

If Buyer is represented by Broker, Buyer acknowledges that Broker may represent sellers of property that Buyer isinterested in acquiring and consents to Broker acting as a dual agent for both Buyer and Seller with regard to that property.

In the event of dual agency, Seller and Buyer agree that: (a) Broker, without the prior written consent of the Buyer, will notdisclose to Seller that the Buyer is willing to pay a price greater than the offered price; (b) Broker, without the prior writtenconsent of the Seller, will not disclose to the Buyer that Seller is willing to sell property at a price less than the listing price;and (c) other than as set forth in (a) and (b) above, a Dual Agent is obligated to disclose known facts materially affectingthe value or desirability of the property to both parties.

NON CONFIDENTIALITY OF OFFERS: Buyer is advised that Seller or Listing Agent may disclose the existence, terms, orconditions of Buyer’s offer unless all parties and their agent have signed a written confidentiality agreement. Whether anysuch information is actually disclosed depends on many factors, such as current market conditions, the prevailing practice inthe real estate community, the Listing Agent's marketing strategy and the instructions of the Seller.

Seller and/or Buyer acknowledges reading and understanding this Disclosure and Consent for Representation ofMore Than One Buyer or Seller and agrees to the dual agency possibility disclosed.

Seller/Buyer ______________________________________________________________________ Date __________

Seller/Buyer ______________________________________________________________________ Date __________

Real Estate Broker (Firm) ______________________________________ DRE Lic # ___________ Date __________

By ________________________________________________________ DRE Lic # ___________ Date __________

MODIFICATION OF TERMS / ADDENDUM TOAUTHORIZATION AND RIGHT TO SELL,

ACQUIRE OR RENT, OR OTHER AGREEMENT BETWEENPRINCIPAL AND BROKER

(C.A.R. Form MT, Revised 4/13)

MODIFICATION / ADDENDUM AUTHORIZATION AND RIGHT TO SELL, ACQUIRE OR RENT (MT PAGE 1 OF 1)

MT REVISED 4/13 (PAGE 1 OF 1) Print Date ®


525 South Virgil Avenue, Los Angeles, California 90020Reviewed by _______ Date _______

C A L I F O R N I A AS SO C IAT IONOF REALTORS ®

The copyright laws of the United States (Title 17 U.S. Code) forbid the unauthorized reproduction of this form, or any portion thereof, by photocopy machine or any other means,including facsimile or computerized formats. Copyright © 1991-2013 CALIFORNIA ASSOCIATION OF REALTORS®, INC. ALL RIGHTS RESERVED.THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS® (C.A.R.). NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY ORADEQUACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATETRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL.This form is available for use by the entire real estate industry. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership markwhich may be used only by members of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics.

DR

AFTThe nn Listing Agreement nn Buyer Representation Agreement, (or, if checked,) nn Other ___________________

dated_________________,between________________________________________________________(“Broker”) and

_______________________________________________________________ (“Principal”), regarding the real property,

manufactured home or business described as__________________________________________________________

________________________________________________________________________________________________

is modified as follows:

PRICE: The listing price, price range, lease or rental amount shall be changed to:__________________________________________________________________________________________________

___________________________________________________________________ Dollars ($ ______________________)

EXPIRATION DATE: The expiration date is changed to: __________________________________________________.

OTHER: __________________________________________________________________________________________

All other terms of the Listing Agreement, Buyer Representation Agreement, or other agreement as applicable, remainin full force and effect, except as modified herein.

I acknowledge that I have read, understand and have received a copy of this Modification of Terms.

Date_______________________________________ at________________________________, California

___________________________________________ ______________________________________________Principal Principal

Broker _____________________________________________ DRE Lic # ________________ Date ______________(Firm)

By ________________________________________________ DRE Lic # ________________ Date ______________(Agent)

DRAFT

SELLER PROPERTY QUESTIONNAIRE (SPQ PAGE 1 OF 4)

SPQ REVISED 11/11 (PAGE 1 OF 4) Print Date Reviewed by _______ Date _______

SELLER PROPERTY QUESTIONNAIRE(C.A.R. Form SPQ, Revised 11/11)

C A L I F O R N I A AS SO C IAT IONOF REALTORS®

The copyright laws of the United States (Title 17 U.S. Code) forbid the unauthorizedreproduction of this form, or any portion thereof, by photocopy machine or any othermeans, including facsimile or computerized formats. Copyright © 2005-2011,CALIFORNIA ASSOCIATION OF REALTORS®, INC. ALL RIGHTS RESERVED.

This form is not a substitute for the Real Estate Transfer Disclosure Statement (TDS). It is used by the Seller to provideadditional information when a TDS is completed or when no TDS is required.I. Seller makes the following disclosures with regard to the real property or manufactured home described as

___________________________________________________________, Assessor’s Parcel No. ____________________,situated in _____________________________________, County of __________________________, California (“Property”).

II. The following are representations made by the Seller. Unless otherwise specified in writing, Broker and anyreal estate licensee or other person working with or through Broker has not verified information provided bySeller. A real estate broker is qualified to advise on real estate transactions. If Seller or Buyer desires legaladvice, they should consult an attorney.

III. Note to Seller: PURPOSE: To tell the Buyer about known material or significant items affecting the value ordesirability of the Property and help to eliminate misunderstandings about the condition of the Property.

• Answer based on actual knowledge and recollection at this time.• Something that you do not consider material or significant may be perceived differently by a Buyer.• Think about what you would want to know if you were buying the Property today.• Read the questions carefully and take your time. • If you do not understand how to answer a question, or what to disclose or how to make a disclosure in response

to a question, whether on this form or a TDS, you should consult a real estate attorney in California of yourchoosing. A broker cannot answer the questions for you or advise you on the legal sufficiency of any answers ordisclosures you provide.

IV. Note to Buyer: PURPOSE: To give you more information about known material or significant items affecting the value or desirability of the Property and help to eliminate misunderstandings about the condition of the Property.

• Something that may be material or significant to you may not be perceived the same way by the Seller.• If something is important to you, be sure to put your concerns and questions in writing (C.A.R. form BMI). • Sellers can only disclose what they actually know. Seller may not know about all material or significant items.• Seller’s disclosures are not a substitute for your own investigations, personal judgments or common sense.

V. SELLER AWARENESS: For each statement below, answer the question “Are you (Seller) aware of...” bychecking either “Yes” or “No.” Provide explanations to answers in the space provided or attach additionalcomments and check section VI.A. STATUTORILY OR CONTRACTUALLY REQUIRED OR RELATED: ARE YOU (SELLER) AWARE OF...

1. Within the last 3 years, the death of an occupant of the Property upon the Property . . . . . . . . nn Yes nn No2. An Order from a government health official identifying the Property as being contaminated by

methamphetamine. (If yes, attach a copy of the Order.)............................................................ nn Yes nn No3. The release of an illegal controlled substance on or beneath the Property . . . . . . . . . . . . . . . . nn Yes nn No4. Whether the Property is located in or adjacent to an “industrial use” zone . . . . . . . . . . . . . . . . nn Yes nn No

(In general, a zone or district allowing manufacturing, commercial or airport uses.)5. Whether the Property is affected by a nuisance created by an “industrial use” zone. . . . . . . nn Yes nn No6. Whether the Property is located within 1 mile of a former federal or state ordnance location. . . nn Yes nn No

(In general, an area once used for military training purposes that may contain potentially explosive munitions.)7. Whether the Property is a condominium or located in a planned unit development or other

common interest subdivision. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . nn Yes nn No8. Insurance claims affecting the Property within the past 5 years . . . . . . . . . . . . . . . . . . . . . . . . nn Yes nn No9. Matters affecting title of the Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . nn Yes nn No10. Material facts or defects affecting the Property not otherwise disclosed to Buyer . . . . . . . . . . . nn Yes nn NoExplanation, or nn (if checked) see attached; ____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Seller’s Initials (__________)(__________)Buyer’s Initials (__________)(__________)

DRAFT

Copyright © 2005-2011, CALIFORNIA ASSOCIATION OF REALTORS®, INC. SPQ REVISED 11/11 (PAGE 2 OF 4)

Property Address: ________________________________________________________ Date: __________________



B. REPAIRS AND ALTERATIONS: ARE YOU (SELLER) AWARE OF...1. Any alterations, modifications, remodeling, replacements or material repairs on the Property

(including those resulting from Home Warranty claims) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . nn Yes nn No2. Ongoing or recurring maintenance on the Property

(for example, drain or sewer clean-out, tree or pest control service) . . . . . . . . . . . . . . . . . . . . . . . nn Yes nn No3. Any part of the Property being painted within the past 12 months. . . . . . . . . . . . . . . . . . . . . . . . . nn Yes nn No4. If this is a pre-1978 Property, were any renovations (i.e., sanding, cutting, demolition) of lead-

based paint surfaces completed in compliance with the Environmental Protection AgencyLead-Based Paint Renovation Rule. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .nn Yes nn No

Explanation: ______________________________________________________________________________________

C. STRUCTURAL, SYSTEMS AND APPLIANCES: ARE YOU (SELLER) AWARE OF...1. Defects in any of the following, (including past defects that have been repaired) heating, air

conditioning, electrical, plumbing (including the presence of polybutelene pipes), water, sewer,waste disposal or septic system, sump pumps, well, roof, gutters, chimney, fireplacefoundation, crawl space, attic, soil, grading, drainage, retaining walls, interior or exterior doors,windows, walls, ceilings, floors or appliances. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . nn Yes nn No

2. The leasing of any of the following on or serving the Property: solar system; water softener system, water purifier system, alarm system, or propane tank(s) . . . . . . . . . . . . . . . . . . . . . . . . . nn Yes nn No

3. An alternative septic system on or serving the Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . nn Yes nn NoExplanation: ______________________________________________________________________________________

D. DISASTER RELIEF, INSURANCE OR CIVIL SETTLEMENT: ARE YOU (SELLER) AWARE OF...1. Financial relief or assistance, insurance or settlement, sought or received, from any federal, state,

local or private agency, insurer or private party, by past or present owners of the Property, due toany actual or alleged damage to the Property arising from a flood, earthquake, fire, other disaster,or occurrence or defect, whether or not any money received was actually used to make repairs . . . nn Yes nn No

Explanation: __________________________________________________________________________________

__________________________________________________________________________________E. WATER-RELATED AND MOLD ISSUES: ARE YOU (SELLER) AWARE OF...

1. Water intrusion into any part of any physical structure on the Property; leaks from or in anyappliance, pipe, slab or roof; standing water, drainage, flooding, underground water, moisture, water-related soil settling or slippage, on or affecting the Property.. . . . . . . . . . . . . . . . nn Yes nn No

2. Any problem with or infestation of mold, mildew, fungus or spores, past or present, on oraffecting the Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . nn Yes nn No

3. Rivers, streams, flood channels, underground springs, high water table, floods, or tides, on or affecting the Property or neighborhood . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . nn Yes nn No

Explanation: ______________________________________________________________________________________

F. PETS, ANIMALS AND PESTS: ARE YOU (SELLER) AWARE OF...1. Pets on or in the Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . nn Yes nn No2. Problems with livestock, wildlife, insects or pests on or in the Property . . . . . . . . . . . . . . . . . . . . nn Yes nn No3. Past or present odors, urine, feces, discoloration, stains, spots or damage in the Property, due

to any of the above . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . nn Yes nn No4. Past or present treatment or eradication of pests or odors, or repair of damage due to any of

the above. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . nn Yes nn NoIf so, when and by whom __________________________________________________________________

Explanation: ______________________________________________________________________________________


DRAFTProperty Address: ________________________________________________________ Date: __________________

G. BOUNDARIES, ACCESS AND PROPERTY USE BY OTHERS: ARE YOU (SELLER) AWARE OF...1. Surveys, easements, encroachments or boundary disputes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . nn Yes nn No2. Use or access to the Property, or any part of it, by anyone other than you, with or without

permission, for any purpose, including but not limited to, using or maintaining roads, driveways or other forms of ingress or egress or other travel or drainage . . . . . . . . . . . . . . . . . nn Yes nn No

3. Use of any neighboring property by you. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . nn Yes nn NoExplanation: ______________________________________________________________________________________

H. LANDSCAPING, POOL AND SPA: ARE YOU (SELLER) AWARE OF...1. Diseases or infestations affecting trees, plants or vegetation on or near the Property . . . . . . . . . . . . nn Yes nn No2. Operational sprinklers on the Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . nn Yes nn No

(a) If yes, are they nn automatic or nn manually operated.(b) If yes, are there any areas with trees, plants or vegetation not covered by the sprinkler system . . nn Yes nn No

3. An operational pool heater on the Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . nn Yes nn No4. An operational spa heater on the Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . nn Yes nn No5. Past or present defects, leaks, cracks, repairs or other problems with the sprinklers, pool, spa, waterfall,

pond, stream, drainage or other water-related decor including any ancillaryequipment, including pumps, filters, heaters and cleaning systems, even if repaired . . . . . . . . . . nn Yes nn No

Explanation: ______________________________________________________________________________________

I. CONDOMINIUMS, COMMON INTEREST DEVELOPMENTS AND OTHER SUBDIVISIONS:ARE YOU (SELLER) AWARE OF...

1. Any pending or proposed dues increases, special assessments, rules changes, insurance availability issues, or litigation by or against or fines or violations issued by a Homeowner Association or Architectural Committee affecting the Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . nn Yes nn No

2. Any declaration of restrictions or Architectural Committee that has authority over improvements made on or to the property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . nn Yes nn No

3. Any improvements made on or to the property without the required approval of an ArchitecturalCommittee or inconsistent with any declaration of restrictions or ArchitecturalCommittee requirement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . nn Yes nn No

Explanation: ______________________________________________________________________________________

J. TITLE, OWNERSHIP AND LEGAL CLAIMS: ARE YOU (SELLER) AWARE OF...1. Any other person or entity on title other than Seller(s) signing this form . . . . . . . . . . . . . . . . . . . . nn Yes nn No2. Leases, options or claims affecting or relating to title or use of the Property . . . . . . . . . . . . . . . . nn Yes nn No3. Past, present, pending or threatened lawsuits, settlements, mediations, arbitrations, tax liens,

mechanics’ liens, notice of default, bankruptcy or other court filings, or government hearings affecting or relating to the Property, Homeowner Association or neighborhood . . . . . . . . . . . . . . nn Yes nn No

4. Any private transfer fees, triggered by a sale of the Property, in favor of private parties, charitableorganizations, interest based groups or any other person or entity. . . . . . . . . . . . . . . . . . . . . . . . . nn Yes nn No

Explanation: ______________________________________________________________________________________

K. NEIGHBORHOOD: ARE YOU (SELLER) AWARE OF...1. Neighborhood noise, nuisance or other problems from sources such as, but not limited to, the

following: neighbors, traffic, parking congestion, airplanes, trains, light rail, subway, trucks,freeways, buses, schools, parks, refuse storage or landfill processing, agricultural operations,business, odor, recreational facilities, restaurants, entertainment complexes or facilities, parades, sporting events, fairs, neighborhood parties, litter, construction, air conditioningequipment, air compressors, generators, pool equipment or appliances, undergroundgas pipelines, cell phone towers, high voltage transmission lines, or wildlife . . . . . . . . . . . . . . . . . nn Yes nn No

Explanation: ______________________________________________________________________________________

Copyright © 2005-2011, CALIFORNIA ASSOCIATION OF REALTORS®, INC. SPQ REVISED 11/11 (PAGE 3 OF 4)




DRAFTProperty Address: ________________________________________________________ Date: __________________


SPQ REVISED 11/11 (PAGE 4 OF 4) Reviewed by _______ Date _______

THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS® (C.A.R.). NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ADEQUACY OF ANYPROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE,CONSULT AN APPROPRIATE PROFESSIONAL.This form is available for use by the entire real estate industry. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership mark which may be used only bymembers of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics.

®



L. GOVERNMENTAL: ARE YOU (SELLER) AWARE OF...1. Ongoing or contemplated eminent domain, condemnation, annexation or change in zoning or

general plan that applies to or could affect the Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . nn Yes nn No2. Existence or pendency of any rent control, occupancy restrictions, improvement

restrictions or retrofit requirements that apply to or could affect the Property . . . . . . . . . . . . . . . . nn Yes nn No3. Existing or contemplated building or use moratoria that apply to or could affect the Property . . . . . nn Yes nn No4. Current or proposed bonds, assessments, or fees that do not appear on the Property tax bill

that apply to or could affect the Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . nn Yes nn No5. Proposed construction, reconfiguration, or closure of nearby Government facilities or amenities

such as schools, parks, roadways and traffic signals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . nn Yes nn No6. Existing or proposed Government requirements affecting the Property (i) that tall grass, brush

or other vegetation be cleared; (ii) that restrict tree (or other landscaping) planting, removal orcutting or (iii) that flammable materials be removed. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . nn Yes nn No

7. Any protected habitat for plants, trees, animals or insects that apply to or could affect theProperty. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . nn Yes nn No

8. Whether the Property is historically designated or falls within an existing or proposedHistoric District . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . nn Yes nn No

Explanation: ______________________________________________________________________________________

M. OTHER: ARE YOU (SELLER) AWARE OF....1. Reports, inspections, disclosures, warranties, maintenance recommendations, estimates,

studies, surveys or other documents, pertaining to (i) the condition or repair of the Property orany improvement on this Property in the past, now or proposed; or (ii) easements,encroachments or boundary disputes affecting the Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . nn Yes nn No(If yes, provide any such documents in your possession to Buyer.)

2. Any occupant of the Property smoking on or in the Property . . . . . . . . . . . . . . . . . . . . . . . . .nn Yes nn No3. Any past or present known material facts or other significant items affecting the value or

desirability of the Property not otherwise disclosed to Buyer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . nn Yes nn NoExplanation: __________________________________________________________________________________

VI. nn (IF CHECKED) ADDITIONAL COMMENTS: The attached addendum contains an explanation or additional commentsin response to specific questions answered “yes” above. Refer to line and question number in explanation.Seller represents that Seller has provided the answers and, if any, explanations and comments on this form andany attached addenda and that such information is true and correct to the best of Seller’s knowledge as of the datesigned by Seller. Seller acknowledges (i) Seller’s obligation to disclose information requested by this form isindependent from any duty of disclosure that a real estate licensee may have in this transaction; and (ii) nothingthat any such real estate licensee does or says to Seller relieves Seller from his/her own duty of disclosure. Seller ____________________________________________________________________ Date __________________Seller ____________________________________________________________________ Date __________________

By signing below, Buyer acknowledges that Buyer has read, understands and has received a copy of this SellerProperty Questionnaire form.Buyer ____________________________________________________________________ Date __________________Buyer ____________________________________________________________________ Date __________________

DR

AFT


RESIDENTIAL LISTING AGREEMENT(Exclusive Authorization and Right to Sell)

(C.A.R. Form RLA, Revised 4/13)

RESIDENTIAL LISTING AGREEMENT - EXCLUSIVE (RLA PAGE 1 OF 4)

RLA REVISED 4/13 (PAGE 1 OF 4) Print Date

The copyright laws of the United States (Title 17 U.S. Code) forbid theunauthorized reproduction of this form, or any portion thereof, by photocopymachine or any other means, including facsimile or computerized formats.Copyright © 1991-2013, CALIFORNIA ASSOCIATION OF REALTORS®, INC.ALL RIGHTS RESERVED.

Seller’s Initials (__________)(__________)


1. EXCLUSIVE RIGHT TO SELL: ________________________________________________________________________ (“Seller”)hereby employs and grants ___________________________________________________________________________ (“Broker”) beginning (date) ________________________ and ending at 11:59 P.M. on (date) _________________________ (“Listing Period”) the exclusive and irrevocable right to sell or exchange the real property in the City of _____________________________________,County of____________________________________________, Assessor’s Parcel No. _____________________________,California, described as:___________________________________________________________________________ (“Property”).

2. ITEMS EXCLUDED AND INCLUDED: Unless otherwise specified in a real estate purchase agreement, all fixtures and fittings thatare attached to the Property are included, and personal property items are excluded, from the purchase price.ADDITIONAL ITEMS EXCLUDED: __________________________________________________________________________.ADDITIONAL ITEMS INCLUDED: ___________________________________________________________________________.Seller intends that the above items be excluded or included in offering the Property for sale, but understands that: (i) the purchaseagreement supersedes any intention expressed above and will ultimately determine which items are excluded and included in the sale;and (ii) Broker is not responsible for and does not guarantee that the above exclusions and/or inclusions will be in the purchase agreement.

3. LISTING PRICE AND TERMS:A. The listing price shall be: _________________________________________________________________________________

________________________________________________________________ Dollars ($ ____________________________).B. Additional Terms: ______________________________________________________________________________________

___________________________________________________________________________________________________.

4. COMPENSATION TO BROKER:Notice: The amount or rate of real estate commissions is not fixed by law. They are set by each Brokerindividually and may be negotiable between Seller and Broker (real estate commissions include allcompensation and fees to Broker).A. Seller agrees to pay to Broker as compensation for services irrespective of agency relationship(s), either nn _________ percent

of the listing price (or if a purchase agreement is entered into, of the purchase price), or nn $ ___________________________,AND ________________________________________________________________________________________, as follows:(1) If during the Listing Period, or any extension, Broker, cooperating broker, Seller or any other person procures a buyer(s) who offers to

purchase the Property on the above price and terms, or on any price or terms acceptable to Seller. (Broker is entitled to compensationwhether any escrow resulting from such offer closes during or after the expiration of the Listing Period, or any extension).

A(alt1).(1) If during the Listing Period, or any extension, Broker, cooperating broker, Seller or any other person procures a ready, willing, and able

buyer(s) who offers to purchase the Property: (i) on the above price and terms, whether or not seller accepts such an offer or (ii) on anyprice or terms accepted by Seller. In the event multiple offers are procured and Seller accepts one of them, Seller shall only be obligatedto compensate Broker for the accepted offer. In the event multiple offers are procured at or higher than the above price and terms, andthe Seller does not accept any of them, Seller shall only be obligated to compensate Broker once. (Broker is entitled to compensationwhether any escrow resulting from such offer closes during or after the expiration of the Listing Period, or any extension).


buyer(s) whose offer to purchase the Property on any price and terms is accepted by Seller, whether or not the purchase is completed(Broker is entitled to compensation whether any escrow resulting from such offer closes during or after the expiration of the ListingPeriod, or any extension).


buyer(s) whose offer to purchase the Property on any price and terms is accepted by Seller, provided the Buyer completes thetransaction or is prevented from doing so by Seller. (Broker is entitled to compensation whether any escrow resulting from such offercloses during or after the expiration of the Listing Period, or any extension).

D R AFT - South Tahoe Association of REALTORS®

Documents

Transcript of D R AFT - South Tahoe Association of REALTORS®