CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT
ASSOCIATION RECEIPT FOR DEPOSIT
OF REALTORS
Date: July 20, 1998, at Los Angeles, California, Received From Xxxxx Xxxxxxx and
Xxxx Xxxx and/or Nominee ("Buyer"), A Deposit Of Ten Thousand and No/100 Dollars
$ 10,000.00, toward the Purchase Price Of Five Hundred Thousand and No/l00
Dollars $ 500,000.00, For Purchase Of Property Situated in West Hollywood,
County Of Los Angeles, California, Described As 8944 and 0000 Xxxxxxxx Xxxxxx,
("Property').
1. FINANCING: Obtaining the loans below is not a contingency of this Agreement.
Buyer shall act diligently and in good faith to obtain the designated loans.
Obtaining deposit, down payment and closing costs is not a contingency.
A. BUYER'S DEPOSIT shall be held uncashed until Acceptance and then
deposited within 3 business days after Acceptance or
[X]____________________________, [ ] with Escrow Holder, [ ] into
Broker's trust account or [ ] __________________________, by Personal
Check [ ] Cashier's Check [ ] Cash or [ ] _____________.................$ 50,000.00
B. INCREASED DEPOSIT shall be deposited with _____________________________
within _____ Days After Acceptance, or [ ] ____________________________ $ -0-
C. FIRST LOAN IN THE AMOUNT OF.............................................$ 405,000.00
NEW First Deed of Trust In favor of SELLER, encumbering the Property, at
8% per annum until paid; no other points or fees D. ADDITIONAL FINANCING
TERMS: all due and payable September 8, 1998........$ __________ [ ]
seller financing. (CAR. Form SFA-141: [ ] junior or assumed financing.
(C.A.R. Form PAA-14. paragraph 5)
E. BALANCE OF PURCHASE PRICE (not including costs of obtaining loans and
other closing costs) to be deposited....................................$ __________
with escrow holder within sufficient time to close escrow.
F. TOTAL PURCHASE PRICE....................................................$ 455,000.00
G. THIS SECTION IS CROSSED OUT AND DELETED
H. LOAN APPLICATIONS; PREOUALIFICATION: For NEW financing, within 5 (or 5
[ ] N/A) DAYS After Acceptance, Buyer shall provide Seller a letter from
lender or mortgage loan broker stating that, based on a review of
Buyer's written application and credit report. Xxxxx is prequalified for
the NEW loan indicated above. If Buyer fails to provide such letter
within that lime, Seller may cancel this Agreement in writing.
I. [ ] APPRAISAL CONTINGENCY: (If checked) This Agreement is contingent
upon Property appraising at no less than the specified total purchase
price. The Appraisal contingency shall remain in effect for the same
period as specified for the Loan Contingency in paragraph 1G.
J. ALL CASH OFFER: If this is an all cash offer, Buyer shall, within 5 (or
5 [ ] N/A) Days After Acceptance, provide Seller written verification of
sufficient funds to close this transaction. Seller may cancel this
Agreement in writing within 5 Days After: (1) time to provide
verification expires, if Buyer fails to provide verification; or (2)
receipt of verification, If Seller reasonably disapproves it.
2. ESCROW: Close Of Escrow shall occur ____ DAYS After Acceptance (or [X] on
September 1, 1998 (date)). Buyer and Xxxxxx shall deliver signed escrow
instructions consistent with this Agreement [ ] within 5 Days After
Acceptance, [ ] at least ____ Days before Close Of Escrow, or [ ]
__________________. Seller shall deliver possession and occupancy of the
Property to Buyer at ________ AM/PM, [ ] on the date of Close Of Escrow, or
[ ] no later than _____ DAYS After date of Close Of Escrow, or [ ]
_____________ Property shall be vacant, unless otherwise agreed in writing.
If transfer of title and possession do not occur at the same lime, Buyer
and Seller are advised to (a) consult with their insurance advisors, and
(b) enter Into a written occupancy agreement.. Escrow instructions may
include matters required to close this transaction which are not covered by
this Agreement. The omission from escrow Instructions of any provision in
this Agreement shall not constitute a waiver of that provision.
3. OCCUPANCY: Buyer [ ] does, [ ] does not, intend to occupy Property as
Xxxxx's primary residence.
4. ALLOCATION OF COSTS: (Check boxes which apply. If needed, insert additional
instructions in blank lines.)
TRANSFER FEES:
A. [ ] Buyer [X] Seller shall pay County transfer tax or transfer fee.
B. [ ] Buyer [X] Seller shall pay City transfer tax or transfer fee.
C. [ ] Buyer [ ] Seller shall pay Homeowners' Association transfer fee.
TITLE AND ESCROW COSTS:
D. [ ] Buyer [X] Seller shall pay for owner's title insurance policy,
issued by XXXXXXX (Xxxxx Xxxxxxx & Xxx Xxxxxxx) company.
E. [X] Buyer [X] Seller shall pay escrow fee. one-half (50%) each Escrow
holder shall be Professional Escrow
SEWER/SEPTIC/WELL COSTS:
F. [X] Buyer [ ] Seller shall pay for sewer connection, if required by Law
prior to Close Of Escrow.
G. [X] Buyer [ ] Seller shall pay to have septic or private sewage disposal
system inspected.
H. [ ] Buyer [ ] Seller shall pay to have xxxxx tested for water quality,
potability, productivity, and recovery rate.
OTHER COSTS:
I. [ ] Buyer [ ] Seller shall pay for zone disclosure reports, if any
(paragraph 7).
J. [ ] Buyer [ ] Seller shall pay for Smoke Detector Installation and/or
Water Heater bracing. Seller, prior to close of escrow, shall provide
Buyer a written statement of compliance In accordance with state and
local Law, unless exempt.
K. [X] Buyer [ ] Seller shall pay the cost of compliance with any other
minimum mandatory government retrofit standards and Inspections required
as a condition of closing escrow under any Law.
________________________________________________
L. [ ] Buyer [ ] Seller shall pay the cost of a one-year home warranty
plan, issued by ________________________, with the following optional
coverage: ________________________. Policy cost not to exceed $
__________________.
PEST CONTROL REPORT:
M. [ ] Buyer [X] Seller shall pay for the Pest Control Report ("Report"),
which shall be prepared by a company of Seller's choosing, a registered
structural pest control company.
N. [X] Buyer [ ] Seller shall pay for work recommended to correct
conditions described in the Report as "Section 1,".
O. [X] Buyer [ ] Seller shall pay for work recommended to correct
conditions described in the Report as "Section2," if requested by buyer.
Xxxxx and Seller acknowledge receipt of copy of this page, which constitutes
Page 1 of 5 Pages.
Buyers Initials /s/T.D. (/s/ B.B.) Seller's Initials (/s/ R.M.) (/s/ N.T.)
Property Address: 0000 xxx 0000 Xxxxxxxx Xxxxxx, Xxxx Xxxxxxxxx, XX
Date: July 20, 1998
5. PEST CONTROL TERMS:
A. The Report shall cover the main building and attached structures and, if
checked: [ ] detached garages and carports, [ ] detached decks, [ ] the
following other structures on the Property:_____________________________
B. If Property is a unit in a condominium, planned development, or
residential stock cooperative, the Report shall cover only the separate
interest and any exclusive-use areas being transferred, and shall not
cover common areas, unless otherwise agreed.
C. If inspection of inaccessible areas is recommended in the Report, Buyer
has the option, within 5 Days After receipt of the Report, either to
accept and approve the Report by the method specified in paragraph 16B,
to request in writing that further Inspection be made. If further
inspection recommends "Section 1" and/or "Section 2" corrective work,
such work, and the cost of inspection, entry, and closing of the
inaccessible areas shall be paid for, respectively, by the party
designated in paragraph 4N or 4O. If no infestation or infection is
found In the inaccessible areas, the cost of the inspection, entry, and
closing of those areas shall be paid for by Buyer.
D. If no infestation or infection by wood destroying pests or organisms is
found, the Report shall include a written Pest Control Certification.
Certification shall be issued prior to Close Of Escrow, unless otherwise
agreed in writing.
E. Inspections, corrective work and Pest Control Certification in this
paragraph refers only to the presence or absence of wood destroying
pests or organisms, and does not Include the condition of roof
coverings. Read paragraphs 9 and 12 concerning roof coverings.
F. Nothing in paragraph 5 shall relieve Seller of the obligation to repair
or replace shower pans and shower enclosures due to leaks, if required
by paragraph 9B(3). Water test of shower pans on upper level units may
not be performed unless the owners of property below the shower consent.
6. TRANSFER DISCLOSURE STATEMENT; SUBSEQUENT DISCLOSURES; XXXXX-XXXX NOTICE:
A. Within 5 (or [ ] _____) DAYS After Acceptance, unless exempt, a Real
Estate Transfer Disclosure Statement ("TDS") shall be completed and
delivered to Buyer, who shall sign and return a copy of it to Seller.
B. 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 (including those made in a TDS) of which Buyer is otherwise
unaware, Seller shall promptly provide a subsequent or amended
disclosure, in writing, covering those items except for those conditions
and material inaccuracies disclosed in reports obtained by Buyer.
C. Seller shall make a good faith effort to obtain a disclosure notice from
any local agencies which levy a special tax on the Property pursuant to
the Xxxxx-Xxxx Community Facilities Act, and shall promptly deliver to
Buyer any such notice made available by those agencies.
D. If the TDS, the Xxxxx-Xxxx disclosure notice, or a subsequent or amended
disclosure Is delivered to Buyer after the offer is signed, Buyer shall
have the right to terminate this Agreement within 3 days after delivery
in person, or 5 days after delivery by deposit in the mail, by giving
written notice of termination to Seller or Seller's agent.
7. DISCLOSURES: Within the time specified In paragraph 16, Seller shall
provide to Buyer the following disclosures and information, take the
following actions, and disclose facts pertaining to the following
conditions. Buyer shall then, within the time specified in paragraph 16,
investigate the disclosures and information, and provide written notice to
Seller of any Item disapproved.
A. PROPERTY DISCLOSURES: Earthquake Fault Zones, Seismic Hazard Zones (when
available), Special Flood Hazard Areas, State Fire Responsibility Areas,
Earthquake Guides, Lead-Based Paint Disclosures, Environmental Hazards
Booklet, and Energy Efficiency Booklet (when published), or any other
federal, state, or locally designated zone for which disclosure is
required by Law.
B. CONDOMINIUM/COMMON INTEREST SUBDIVISION: If Property is a unit In a
condominium, planned development, or other common interest subdivision,
Seller shall request from the Homeowners' Association ("HOA'), and upon
receipt provide to Buyer, a statement indicating any current regular
dues and assessments; known pending regular or special assessments,
claims, or litigation and the location and number of parking and
storage spaces; copies of covenants, conditions, and restrictions;
articles of incorporation; "by-laws"; other governing documents; most
current financial statement distributed; statement regarding limited
enforceability of age restrictions, if applicable; current HOA
statement showing any unpaid assessments; any other documents required
by Law; and the most recent 12 months of HOA minutes for regular and
special meetings, if available.
C. NOTICE OF VIOLATION: If, prior to Close Of Escrow. Seller receives
notice or is made aware of any notice filed or issued against the
Property, of violations of city, county, state, or federal building,
zoning, fire or health Laws, Seller shall immediately notify Buyer in
writing. Buyer shall, within the time specified in paragraph 16, provide
written notice to Seller of any items disapproved.
8. TITLE AND VESTING:
A. Within the time specified in paragraph 16A, Buyer shall be provided a
current preliminary (title) report (which Is only an offer by the title
insurer to issue a policy of title insurance, and may not contain every
item affecting title). Buyer shall, within the time specified in
paragraph 16, provide written notice to Seller of any items reasonably
disapproved.
B. At Close 0f Escrow, Buyer shall receive a grant deed conveying title
(or, for stock cooperative, an assignment of stock certificate),
including oil, mineral and water rights if currently owned by Seller.
Title shall be subject to all encumbrances, easements, covenants,
conditions, restrictions. rights, and other matters which are of record
or disclosed to Buyer prior to Close Of Escrow, unless disapproved in
writing by Xxxxx within the time specified in paragraph 16. However,
title shall not be subject to any liens against the Property, except for
those specified in the Agreement. Buyer shall receive an ALTA-R owner's
title insurance policy, if reasonably available. If not, Buyer shall
receive a standard coverage owner's policy (e.g. CLTA or ALTA with
regional exceptions). Buyer shall pay for Xxxxxx's title insurance
policy. Title shall vest as designated In Buyers escrow instructions.
The title company, at Buyer's request, can provide information about
availability, desirability and cost of various title insurance
coverages. THE MANNER OF TAKING TITLE MAY HAVE SIGNIFICANT LEGAL AND TAX
CONSEQUENCES.
9. NO WARRANTIES EXCEPT AS SPECIFIED:
A. EXCEPT AS SPECIFIED BELOW, AND ELSEWHERE IN THIS AGREEMENT, Property is
sold "AS IS", in its present physical condition.
B. (IF CHECKED) SELLER WARRANTS THAT AT THE TIME POSSESSION IS MADE
AVAILABLE TO BUYER:
[ ] (1) Roof shall be free of leaks KNOWN to Seller or DISCOVERED during
escrow.
[ ] (2) Built-in appliances (including free-standing oven and range, if
included in sale), heating, air conditioning, electrical, water,
sewer and pool/spa systems, if any, shall be repaired, if KNOWN by
Seller to be inoperative or DISCOVERED to be so during escrow.
(Septic/Well systems are not covered in this paragraph. Read
paragraphs 4G and H.)
[ ] (3) Plumbing systems, shower pans and shower enclosures shall be free
of leaks KNOWN to Seller or DISCOVERED during escrow.
[ ] (4) All fire, safety, and structural defects in chimneys and
fireplaces KNOWN to Seller or DISCOVERED during escrow shall be
repaired.
[ ] (5) All broken or cracked glass, torn existing window and door
screens, and broken seals between multi-pane windows, shall be
replaced.
[ ] (6) All debris and all personal property not included in the sale shall
be removed.
[ ] (7) ___________________________________________________________
C. PROPERTY MAINTENANCE: Unless otherwise agree, Property, including pool,
spa, landscaping and grounds, is to be maintained in substantially the
same condition as on the date of Acceptance.
D. PROPERTY IMPROVEMENTS may not (a) be built according to codes or in
compliance with Law, or (b) have had permits issued.
E. INSPECTIONS AND DISCLOSURES: Items discovered in Buyer's inspections
which are not covered by paragraph 9B, shall be governed by the
procedure in paragraphs 12 and 16. Xxxxx retains the right to disapprove
the condition of the Property based upon items discovered in Buyer's
inspections. Disclosures in the TDS and items discovered in Xxxxx's
inspections do NOT eliminate Seller's obligations under paragraph 9B,
unless specifically agreed in writing. WHETHER OR NOT SELLER WARRANTS
ANY ASPECT OF THE PROPERTY, SELLER IS OBLIGATED TO DISCLOSE KNOWN
MATERIAL FACTS AND TO MAKE OTHER DISCLOSURES REQUIRED BY LAW.
Xxxxx and Seller acknowledge receipt of copy of this page, which constitutes
Page 2 of 5 Pages.
Buyers Initials /s/T.D. (/s/ B.B.) Seller's Initials (/s/ R.M.) (/s/N.T.)
10. FIXTURES: All EXISTING fixtures and fittings that are attached to the
Property, or for which special openings have been made, are INCLUDED IN THE
PURCHASE PRICE (unless excluded below). and shall be transferred free of
liens and "AS IS." unless specifically warranted. Fixtures shall include,
but are not limited to, existing electrical, lighting, plumbing and heating
fixtures, fireplace Inserts, solar systems. built-in appliances, window and
door screens, awnings, shutters, window coverings, attached floor
coverings, television antennas, satellite dishes and related equipment,
private integrated telephone systems, air coolers/conditioners, pool/spa
equipment, water softeners (if owned by Seller), security systems/alarms
(if owned by Seller), garage door openers/remote controls, attached
fireplace equipment, mailbox, in-ground landscaping including trees/shrubs,
and_____________________________________________________________________.
FIXTURES EXCLUDED: _______________________________________________________.
11. PERSONAL PROPERTY: The following items of personal property, free of liens
and "AS IS." unless specifically warranted, are INCLUDED IN THE PURCHASE
PRICE: ____________________________________.
12. BUYER'S INVESTIGATION OF PROPERTY CONDITION: Buyer shall have the right, at
Xxxxx's expense, to conduct inspections, investigations, tests, surveys,
and other studies ("Inspections"), including the right to inspect for
lead-based paint and other lead hazards. No Inspections shall be made by
any governmental building or zoning inspector or government employee
without Seller's prior written consent, unless required by Law. Buyer
shall, within the time specified in Paragraph 16, complete these
Inspections and notify Seller in writing of any items reasonably
disapproved. Seller shall make Property available for all Inspections.
Buyer shall: keep Property free and clear of liens; indemnify and hold
Seller harmless from all liability, claims, demands, damages and costs; and
repair all damages arising from Inspections. Buyer shall carry, or Buyer
shall require anyone acting on Buyers behalf to carry, policies of
liability, worker's compensation, and other applicable insurance, defending
and protecting Seller from liability for any injuries to persons or
property occurring during any work done on the Property at 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 for work done on the Property at Buyer's direction. At
Seller's request Buyer shall give Seller, at no cost, complete copies of
all Inspection reports obtained by Buyer concerning the Property. Seller
shall have water, gas, and electricity on for Buyer's Inspections, and
through the date possession is made available to Buyer.
13. FINAL WALK-THROUGH; 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 that Repairs have been completed as agreed in writing, and that
Seller has complied with Seller's other obligations.
14. PRORATIONS AND PROPERTY TAXES: Unless otherwise agreed in writing, real
property taxes and assessments interest, rents, HOA regular dues and
regular assessments, premiums on insurance assumed by Buyer, payments on
bonds and assessments assumed by Buyer, payments on Xxxxx-Xxxx and other
Special Assessment District bonds and assessments which are now a lien, and
payments on XXX xxxxx and special assessments which have been imposed prior
to Close Of Escrow, shall be PAID CURRENT and prorated between Buyer and
Seller as of Close Of Escrow, except: ______________________. Prorated
payments on Xxxxx-Xxxx and other Special Assessment District bonds and
assessments and HOA special assessments that are now a lien but not yet
due, shall be assumed by Buyer WITHOUT CREDIT toward the purchase price.
Property xxxx be reassessed upon change of ownership. Any supplemental tax
bills shall be paid as follows: (1) For periods after Close Of Escrow, by
Buyer; and, (2) For periods prior to Close Of Escrow, by Seller. TAX BILLS
ISSUED AFTER CLOSE OF ESCROW SHALL BE HANDLED DIRECTLY BETWEEN BUYER AND
SELLER.
15. SALE OF BUYER'S PROPERTY: A. This Agreement is NOT contingent upon the sale
of Buyer's property, unless paragraph 158 Is checked,
OR B. [ ] (if checked) This Agreement IS CONTINGENT on the Close Of Escrow of
Buyer's property, described as (address)___________________________________
("Buyer's Property"), which is (If checked) [ ] listed for sale with
__________________________________________________________________________
Company, and/or (if checked) [ ] in Escrow No. ____________________ with
________________________________________ Escrow Holder, scheduled to Close
Escrow on ________________ (date). Buyer shall deliver to Seller, within 5
Days After Seller's request, a copy of the contract for the sale of Xxxxx's
Property, escrow instructions, and all amendments and modifications
thereto. If Xxxxx's Property does not close escrow by the date specified
for Close Of Escrow in this paragraph, then either Seller or Buyer may
cancel this Agreement In writing. (Check ONLY 1 or 2; do NOT check both.)
After Acceptance:
[ ] (1) Seller SHALL have the right to continue to offer the Property for
sale. If Seller accepts another written offer, Seller shall give Buyer
written notice to (a) remove this contingency in writing, (b) provide
written verification of sufficient funds to close escrow on this sale
without the sale of Buyer's Property, and (c) comply with the following
additional requirement(s)_________________________________________________.
If Buyer fails to complete those actions within ____ hours or Days After
receipt of such notice, Seller may cancel this Agreement in writing. OR [ ]
(2) Seller SHALL NOT have the right to continue to offer the Property for
sale, except for back-up offers.
16. THERE ARE NO CONTINGENCIES
Xxxxx and Seller acknowledge receipt of copy of this page, which constitutes
Page 3 of 5 Pages.
Buyers Initials /s/T.D. (/s/ B.B.) Seller's Initials (/s/ R.M.) (/s/N.T.)
D. CANCELLATION OF SALE/ESCROW; RETURN OF DEPOSITS: It Buyer or Seller
gives written NOTICE OF CANCELLATION pursuant to rights duly exercised
under the terms of this Agreement, Buyer and Seller agree to sign mutual
instructions to cancel the sale and escrow and release deposits, less
fees and costs, to the party entitled to the funds Fees and costs may be
payable to service providers and vendors for services and products
provided during escrow. Release of funds will require mutual, signed
release instructions from both Buyer and Seller, judicial decision, or
arbitration award. A PARTY MAY BE SUBJECT TO A CIVIL PENALTY OF UP TO
$1,000 FOR REFUSAL TO SIGN SUCH INSTRUCTIONS, IF NO GOOD FAITH DISPUTE
EXISTS AS TO WHO IS ENTITLED TO THE DEPOSITED FUNDS (CIVIL CODE SS.
1057.3).
17. REPAIRS: Repairs under this Agreement shall be completed prior to Close Of
Escrow, unless otherwise agreed in writing. Work to be performed at
Seller's expense may be performed by Seller or through others, provided
that work complies with applicable laws, including governmental permit,
inspection, and approval requirements. Repairs shall be performed in a
skillful manner with materials of quality comparable to existing materials.
It is understood that exact restoration of appearance or cosmetic items
following all Repairs may not be possible.
18. WITHHOLDING TAXES: Seller and Buyer agree to execute and deliver any
instrument, affidavit, statement, or instruction reasonably necessary to
comply with state and federal withholding Laws, if required. (For example,
C.A.R. FIRPTA and California compliance Forms AS-14 and AB- 11.)
19. KEYS: At the time possession is made available to Buyer, Seller shall
provide keys and/or means to operate all Property locks, mailboxes,
security systems, alarms, and garage door openers. If the Property is a
unit in a condominium or subdivision, Buyer may be required to pay a
deposit to the HOA to obtain keys to accessible HOA facilities.
20. LIQUIDATED DAMAGES: If Buyer fails to complete this purchase by reason of
any default of Buyer, Seller shall retain, as liquidated damages for breach
of contract, the deposit actually paid. However, if the Property is a
dwelling with no more than four units, one of which Buyer Intends to
occupy, then the amount retained shall be no more than 3% of the purchase
price. Any excess shah be returned to Buyer. Buyer and Seller shall also
sign a separate liquidated damages provision for any increased deposit.
(C.A.R. Form RID-11 shall fulfill this requirement.) Buyer's Initials /
Seller's Initials
21. 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, subject to
paragraphs 21C and D below. Mediation fees, if any, shall be divided
equally among the parties involved. If any party commences an action
based on a dispute or claim to which this paragraph applies, without
first attempting to resolve the matter through mediation, then that
party shall not be entitled to recover attorney's fees, even if they
would otherwise be available to that party in any such action. THIS
MEDIATION PROVISION APPLIES WHETHER OR NOT THE ARBITRATION PROVISION IS
INITIALED.
B. ARBITRATION OF DISPUTES: Xxxxx and Seller agree that any dispute or
claim In Law or equity arising between them out of this Agreement or any
resulting transaction, which is not settled through mediation, shall be
decided by neutral, binding arbitration, subject to paragraphs 21C and D
below. The arbitrator shall be a retired judge or justice, unless the
parties mutually agree to a different arbitrator, who shall render an
award in accordance with substantive California Law. In all other
respects, the arbitration shall be conducted in accordance with Part
Ill, Title 9 of the California Code of Civil Procedure. Judgment upon
the award of the arbitrator(s) may be entered In any court having
jurisdiction. The parties shall have the right to discovery in
accordance with Code of Civil Procedure ss. 1283.05.
"NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY
DISPUTE ARISING OUT OF THE MA11'ERS INCLUDED IN THE `ARBITRATION OF
DISPUTES' PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY
CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO
HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL, BY INITIALING IN
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, YOU MAY BE COMPELLED TO
ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE.
YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY."
"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 NEUTRAL ARBITRATION."
Buyer's Initials ___/___ Seller's Initials ___/___
C. EXCLUSIONS FROM MEDIATION AND ARBITRATION: The following matters are
excluded from Mediation and Arbitration hereunder: (a) A judicial or
non-judicial foreclosure or other action or proceeding to enforce a deed
of trust, mortgage, or installment land sale contract as defined in
Civil Code ss. 2985; (b) An unlawful detainer action; (c) The filing or
enforcement of a mechanic's lien; (d) Any matter which is within the
jurisdiction of a probate, small claims, or bankruptcy court; and (e) An
action for bodily Injury or wrongful death, or for latent or patent
defects to which Code of Civil Procedure ss. 337.1 or ss. 337.15
applies. The filing of a court action to enable the recording of a
notice of pending action, for order of attachment, receivership,
injunction, or other provisional remedies, shall not constitute a
violation of the mediation and arbitration provisions.
D. BROKERS: Buyer and Seller agree to mediate and arbitrate disputes or
claims Involving either or both Brokers, provided either or both Brokers
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
purchase and sale Agreement.
22. DEFINITIONS: As used in this Agreement;
A. "ACCEPTANCE" means the time the offer or final counter offer is accepted
by the other party, in accordance with paragraph 30 of the Agreement or
the terms of the final counter offer.
B. "AGREEMENT" means the terms and conditions of this Residential Purchase
Agreement and any counter offer.
C. "DAYS" means calendar days, unless otherwise required by Law,
D. "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.
E. "CLOSE OF ESCROW" means the date the grant deed, or other evidence of
transfer of title, is recorded.
F. "LAW" means any law, code, statute, ordinance, regulation, or rule,
which is adopted by a controlling city, county, state or federal
legislative or judicial body or agency.
G. "REPAIRS" means any repairs, alterations, replacements, or
modifications, (including pest control work) of the Property.
H. "PEST CONTROL CERTIFICATION" means a written statement made by a
registered structural pest control company that on the date of
inspection or re-inspection, the Property if "free" or is "now free" of
"evidence of active infestation in the visible and accessible areas".
I. Singular and Plural terms each include the other, when appropriate.
23. MULTIPLE LISTING SERVICE ("MLS"): Brokers are authorized to report the
terms of this transaction to any MLS, to be published and disseminated to
persons authorized to use the information on terms approved by the MLS>
Xxxxx and Seller acknowledge receipt of copy of this page, which constitutes
Page 4 of 5 Pages.
Buyers Initials /s/T.D. (/s/ B.B.) Seller's Initials (/s/ R.M.) (/s/N.T.)
24. MISSING FROM THE COPY OF THE LEASE.
25. ATTORNEY'S 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's fees and costs from the
non-prevailing Buyer or Seller, except as provided in paragraph 21A.
26. SELECTION OF SERVICE PROVIDERS: If Brokers give Buyer or Seller referrals
to persons, vendors, or service or product providers ("Provider s"),
Brokers do not guarantee the performance of any OF those Providers. Xxxxx
and Seller may select ANY Providers of their own choosing.
27. TIME OF ESSENCE; ENTIRE CONTRACT; CHANGES: Time is of the essence. All
understandings between the parties are incorporated in this Agreement. Its
terms are intended by the parties as a final, complete, and exclusive
expression of their agreement with respect to its subject matter, and may
not be contradicted by evidence of any prior agreement or contemporaneous
oral agreement. This Agreement may not be extended, amended, modified,
altered, or changed, except in writing signed by Xxxxx and Seller.
28. OTHER TERMS AND CONDITIONS, including ATTACHED SUPPLEMENTS:
[X] Buyer Inspection Advisory (C. A. R. Form BIA-14)
[ ] Purchase Agreement Addendum (C A R Form PAA- 14 paragraph number(s)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
29. THIS SECTION IS CROSSED OUT AND DELETED.
30. OFFER: This is an offer to purchase the Property on the above terms and
conditions. All paragraphs with spaces for initials by Xxxxx and Seller are
incorporated in this Agreement only if initialed by all parties. If at
least one but not all parties Initial, a counter offer is required until
agreement is reached. Unless Acceptance of Offer is signed by Seller, and a
signed copy delivered in person, by mail, or facsimile, and personally
received by Buyer, or by _______________________________________,who is
authorized to receive it, by ________ (date), at _______ AM/PM, the offer
shall be deemed revoked and the deposit shall be returned. Xxxxx 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 Xxxxx
subsequently defaults, Buyer may be responsible for payment of Brokers
compensation. This Agreement and any supplement, addendum, or modification,
including any photocopy or facsimile, may be signed in two or more
counterparts, all of which shall constitute one and the same writing.
Buyer and Seller acknowledge and agree that Brokers: (a) Do not decide what
price Buyer should pay or Seller should accept; (b) Do not guarantee the
Condition of the Property; (c) Shall not be responsible for defects that
are not known to Broker(s) and are not Visually observable in reasonably
accessible areas of the Property; (d) Do not guarantee the performance or
Repairs of others who have provided services or products to Buyer or
Seller; (e) Cannot Identify Property boundary lines; (f) Cannot verify
inspection reports or representations of others; (g) Cannot provide legal
or tax advice; (h) Will not provide other advice or information that
exceeds the knowledge, education and experience required to obtain a real
estate license. Buyer and Seller agree that they will seek legal, tax,
Insurance, and other desired assistance from appropriate professionals.
BUYER /s/ Xxxx Xxxx XXXXX /s/ Xxxxx Xxxxxxx 8-31-98
----------------------------- -------------------------------
31. BROKER COMPENSATION: Seller agrees to pay compensation for services as
follows: _____________________________________, to ______________________
Broker, and _________________________, to
____________________________________________________________________
Broker, payable: (a) On recordation of the deed or other evidence of title;
or (b) If completion of sale is prevented by default of Seller, upon
Seller's default; or, (c) If completion of sale is prevented by default of
Buyer, only if and when Seller collects damages from Buyer, by suit or
otherwise, and then in an amount equal to one-half of the damages
recovered, but not to exceed the above compensation, after first deducting
title and escrow expenses and the expenses of collection, if any. Seller
hereby irrevocably assigns to Brokers such compensation from Seller's
proceeds, and irrevocably instructs Xxxxxx Holder to disburse those funds
to Brokers at close of escrow. Commission Instructions can be amended or
revoked only with the consent of Brokers. In any action, proceeding or
arbitration relating to the payment of such compensation, the prevailing
party shall be entitled to reasonable attorney's fees and costs, except as
provided in paragraph 21A.
32. ACCEPTANCE OF OFFER: Seller warrants that Seller is the owner of this
Properly 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 confirmation of agency relationships. Xxxxxx has
read and acknowledges receipt of a copy of this Agreement, end authorizes
Broker to deliver a signed copy to Buyer.
If checked: [ ] SUBJECT TO ATTACHED COUNTER OFFER, DATED _______________
SELLER NewStar Media, Inc., a California corporation Date 8-31-98
------------------------------------------------ ------------
By: /s/ Xxxxxx Xxxxxx, Vice President and General Counsel
SELLER /s/ Xxxx Xxxxxx, Chief Financial Officer Date ____________
(__/__) ACKNOWLEDGMENT OF RECEIPT: Buyer or authorized agent acknowledges
receipt of signed Acceptance on (date) __________, at ____AM/PM.
Agency relationships are confirmed as above. Real Estate Brokers are not parties
to the Agreement between Buyer and Seller. Receipt for deposit is acknowledged:
Real Estate Broker (Selling Firm name) ____________________ By______________________ Date ______________
Address ___________________________________________________ Telephone ______________ Fax _______________
Real Estate Broker (Listing Firm Name _____________________ By _____________________ Date ______________
Address ___________________________________________________ Telephone ______________ Fax _______________
Page 5 of 5 Pages
BUYER'S INSPECTION ADVISORY
Property Address: 0000 xxx 0000 Xxxxxxxx Xxxxxx, Xxxx Xxxxxxxxx, XX
("Property")
IMPORTANCE OF PROPERTY INSPECTION: The physical condition of the land and
improvements being purchased are not guaranteed by either Seller or Brokers,
except as specifically set forth in the purchase agreement. For this reason,
Xxxxx should conduct a thorough inspection of the Property personally and with
professionals, who should provide a written report of their inspections, lithe
professionals recommend further investigation, tests, or inspections, Buyer
should contact qualified experts to conduct such additional investigations,
tests, or inspections. DISCLOSURE DUTIES: The law requires Seller and Brokers to
disclose to Buyer all material facts known to them which affect the value or
desirability of the Property. In sales involving residential dwellings with no
more than tour units, Brokers have a duty to make a diligent visual inspection
of the accessible areas of the Property, and to disclose the results of that
inspection. However, as some Property defects or conditions may not be
discoverable from a visual inspection, it is possible neither Seller nor Brokers
are aware of them. BUYER DUTIES: Xxxxx has an affirmative duty to exercise
reasonable care to protect himself or herself, including discovery and
investigation of information and facts which are known to Buyer, or are within
the diligent attention and observation of Buyer. PROPERTY INSPECTIONS: Brokers
do not have expertise, and therefore cannot advise Buyer on many items, such as
soil stability, geologic conditions, hazardous substances, structural conditions
of the foundation or other improvements, or the condition of the roof, heating,
air conditioning, plumbing, electrical, sewer, septic, waste disposal or other
systems. The only way to accurately determine the condition of the Property is
through an inspection by an appropriate professional selected by Xxxxx.
YOU ARE ADVISED TO CONDUCT INSPECTIONS OF THE ENTIRE PROPERTY, INCLUDING BUT NOT
LIMITED TO THE FOLLOWING:
1. GENERAL CONDITION OF THE PROPERTY, ITS SYSTEMS AND COMPONENTS: Foundation,
roof, plumbing, heating, air conditioning, electrical, mechanical,
security, pool/spa, and other structural and non-structural systems and
components, built-in appliances, any personal property included in the
sale, and energy efficiency of the Property. (Structural engineers are best
suited to determine possible design or construction detects, and whether
improvements are structurally sound.)
2. SQUARE FOOTAGE, AGE, BOUNDARIES: Square footage, room dimensions, lot size,
age of improvements, and boundaries. Any numerical statements regarding
these items are APPROXIMATIONS ONLY, and have not been and cannot be
verified by Brokers. Fences, hedges, walls, retaining walls, and other
natural or constructed barriers or markers do not necessarily identify true
Property boundaries. (An appraiser, architect. surveyor, or civil engineer
is best suited to determine respectively square footage, dimensions and
boundaries of the Property.)
3. SOIL STABILITY/GEOLOGIC CONDITIONS: Existence of fill or compacted soil, or
expansive or contracting soil, susceptibility to slippage, settling or
movement, and the adequacy of drainage. These types of inspections are
particularly important for hillside or sloped properties, but the
referenced conditions may also exist on flat land. (Geotechnical engineers
are best suited to determine such conditions, causes, and remedies.)
4. ROOF: Present condition, approximate age, leaks, and remaining useful life.
(Roofing contractors are best suited to determine these conditions)
5. POOL/SPA: Whether there are any cracks, leaks or operational problems.
(Pool contractors are best suited to determine these conditions.)
6. WASTE DISPOSAL: Type, size, adequacy, capacity and condition of sewer and
septic systems and components, connection to sewer, and applicable fees.
7. WATER AND UTILITIES; WELL SYSTEMS AND COMPONENTS: Water and utility
availability, use restrictions, and costs. Adequacy, condition, and
performance of well systems and components,
8. ENVIRONMENTAL HAZARDS: Potential environmental hazards, Including asbestos,
lead-based paint and other lead contamination, methane, other gases, fuel,
oil or chemical storage tanks, contaminated soil or water, hazardous waste,
waste disposal sites, electromagnetic fields, nuclear sources, and other
substances, materials, products, or conditions. (For further Information,
read the booklet "Environmental Hazards: A Guide for Homeowners and
Buyers," or consult an appropriate professional.)
9. EARTHQUAKE AND FLOOD; INSURANCE AVAILABILITY: Susceptibility of the
Property to earthquake hazards and propensity of the Property to flood.
These and other conditions may affect the availability and need for certain
types of insurance, (Geologist, Geotechnic Engineer and insurance agents
are best suited to provide information on these conditions.)
10. GOVERNMENTAL REQUIREMENTS AND LIMITATIONS: Permits, Inspections,
certificates, zoning, other governmental limitations, restrictions, and
requirements affecting the current or future use of the Property, its
development or size. (such information is available through appropriate
governmental agencies and private Information providers. Brokers are not
qualified to obtain, review, or interpret any such information.)
11. RENT AND OCCUPANCY CONTROL: Some cities and counties impose restrictions
which may limit the amount of rent that can be charged, the maximum number
of persons who can occupy the Property, and the circumstances in which
tenancies can be terminated. (Information about such restrictions can be
obtained from local governmental agencies.)
12. NEIGHBORHOOD, AREA, SUBDIVISION CONDITIONS; PERSONAL FACTORS: Neighborhood
or area conditions, including schools, proximity and adequacy of law
enforcement, crime statistics, registered felons or offenders, fire
protection, other governmental services, proximity to commercial,
industrial or agricultural activities, existing and proposed
transportation, construction and development which may affect noise, view,
or traffic, airport noise, noise or odor from any source, wild and domestic
animals, other nuisances, hazards, or circumstances, facilities and
condition of common areas of common interest subdivisions, and possible
lack of compliance with any governing documents or Homeowners' Association
requirements, conditions and influences of significance to certain cultures
and/or religions, and personal needs, requirements and preferences of
Buyer.
Buyer acknowledges and agrees that Brokers: (a) Do not guarantee the
condition of the Property; (b) Shall not be responsible for defects that
are not known to Broker(s) or are not visually observable In reasonably and
normally accessible areas of the Property; (c) Cannot verify information
contained in inspection reports or representations made by others; (d) Do
not guarantee the performance of others who have provided services or
products to Buyer or Seller; (e) Do not guarantee the adequacy or
completeness of repairs made by Seller or others; (f) Cannot Identify
Property boundary lines; and (g) Do not decide what price a buyer should
pay or a seller should accept. Xxxxx agrees to seek desired assistance from
appropriate professionals.
YOU ARE STRONGLY ADVISED TO INVESTIGATE THE CONDITION AND SUITABILITY OF ALL
ASPECTS OF THE PROPERTY. IF YOU DO NOT DO 50, YOU ARE ACTING AGAINST THE ADVICE
OF BROKERS.
By signing below, Xxxxx acknowledges receipt of a copy of this document. Xxxxx
is encouraged to read it carefully.
/s/ Xxxx Xxxx /s/ Xxxxx Xxxxxxx 8-31-98
-------------------------------- ----------------------------------------
Buyer Signature Date Buyer Signature Date
Buyer(s) (Print Name(s)) Xxxxx Xxxxxxx and Xxxx Xxxx and/or Nominee
THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS(R)
(C.A.R.) NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ADEQUACY OF ANY
PROVISION 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.
NewStar Media Inc.
By: /s/ Xxxxxx Xxxxxx
/s/ Xxxx Xxxxxx
ADDENDUM TO THAT CERTAIN RESIDENTIAL PURCHASE AGREEMENT
DATED JULY 20, 1998 BY AND BETWEEN
XXXXX XXXXXXX AND XXXX XXXX AND/OR NOMINEE, AS BUYER, AND
NEWSTAR MEDIA, INC., A CALIFORNIA CORPORATION, AS SELLER,
FOR THOSE RESIDENTIAL PROPERTIES LOCATED AT 0000 XXX 0000 XXXXXXXX XXXXXX,
XXXX XXXXXXXXX, XXXXXXXXXX
This Addendum shall serve to modify the terms of the above Agreement. In the
event of any conflict between the terms of this Addendum and the terms of the
Purchase Contract, the Terms of this Addendum shall control.
1. Xxxxx and Seller have agree to the following changes to the terms of the
Purchase Agreement:
Seller shall enter into a separate Lease Agreement for both houses With
Buyer for one (1) year from the close of escrow at Two Thousand Four Hundred
Dollars ($2,400.00) per month on a Triple Net basis and on an "as is" basis.
Buyer, as Landlord, under said lease shall have the right at any time during
the one (1) year lease to cancel the lease on thirty (30) days prior written
notice for any reason.
BUYERS: SELLER:
/s/ Xxxxx Xxxxxxx 8-31-98
------------------------------------ ---------------------------------
Xxxxx Xxxxxxx NewStar Media, Inc.
a California corporation
By: /s/ Xxxxxx Xxxxxx
Vice President and General Counsel
/s/ Xxxx Xxxx
-----------------------------------
Xxxx Xxxx /s/ Xxxx Xxxxxx
Chief Financial Officer
