|
________________
<br />________________
<br />INITIALS INITIALS
<br />©2019 AIR CRE.All Rights Reserved.Last Edited:3/8/2022 9:08 AM
<br />OFA-20.20,Revised 10-22-2020 Page 9 of 11
<br />party iniƟaƟng an exchange shall bear all costs of such exchange.The cooperaƟng Party shall not have any liability (special or otherwise)for damages to the
<br />exchanging Party in the event that the sale is delayed and/or that the sale otherwise fails to qualify as a 1031 exchange.
<br />23.8 Days.Unless otherwise specifically indicated to the contrary,the word "days"as used in this Agreement shall mean and refer to calendar days.
<br />24.Disclosures Regarding The Nature of a Real Estate Agency RelaƟonship.
<br />24.1 The ParƟes and Brokers agree that their relaƟonship(s)shall be governed by the principles set forth in the applicable secƟons of the California Civil Code,as
<br />summarized in paragraph 24.2.
<br />24.2 When entering into a discussion with a real estate agent regarding a real estate transacƟon,a Buyer or Seller should from the outset understand what type
<br />of agency relaƟonship or representaƟon it has with the agent or agents in the transacƟon.Buyer and Seller acknowledge being advised by the Brokers in this
<br />transacƟon,as follows:
<br />(a)Seller's Agent.A Seller's agent under a lisƟng agreement with the Seller acts as the agent for the Seller only.A Seller's agent or subagent has the
<br />following affirmaƟve obligaƟons:(1)To the Seller:A fiduciary duty of utmost care,integrity,honesty,and loyalty in dealings with the Seller.(2)To the Buyer and the
<br />Seller:a.Diligent exercise of reasonable skills and care in performance of the agent's duƟes.b.A duty of honest and fair dealing and good faith.c.A duty to disclose
<br />all facts known to the agent materially affecƟng the value or desirability of the property that are not known to,or within the diligent aƩenƟon and observaƟon of,the
<br />ParƟes.An agent is not obligated to reveal to either Party any confidenƟal informaƟon obtained from the other Party which does not involve the affirmaƟve duƟes set
<br />forth above.
<br />(b)Buyer's Agent.A selling agent can,with a Buyer's consent,agree to act as agent for the Buyer only.In these situaƟons,the agent is not the Seller's
<br />agent,even if by agreement the agent may receive compensaƟon for services rendered,either in full or in part from the Seller.An agent acƟng only for a Buyer has
<br />the following affirmaƟve obligaƟons.(1)To the Buyer:A fiduciary duty of utmost care,integrity,honesty,and loyalty in dealings with the Buyer.(2)To the Buyer and
<br />the Seller:a.Diligent exercise of reasonable skills and care in performance of the agent's duƟes.b.A duty of honest and fair dealing and good faith.c.A duty to
<br />disclose all facts known to the agent materially affecƟng the value or desirability of the property that are not known to,or within the diligent aƩenƟon and
<br />observaƟon of,the ParƟes.An agent is not obligated to reveal to either Party any confidenƟal informaƟon obtained from the other Party which does not involve the
<br />affirmaƟve duƟes set forth above.
<br />(c)Agent RepresenƟng Both Seller and Buyer.A real estate agent,either acƟng directly or through one or more associate licensees,can legally be the
<br />agent of both the Seller and the Buyer in a transacƟon,but only with the knowledge and consent of both the Seller and the Buyer.(1)In a dual agency situaƟon,the
<br />agent has the following affirmaƟve obligaƟons to both the Seller and the Buyer:a.A fiduciary duty of utmost care,integrity,honesty and loyalty in the dealings with
<br />either Seller or the Buyer.b.Other duƟes to the Seller and the Buyer as stated above in their respecƟve secƟons (a)or (b)of this paragraph 24.2.(2)In represenƟng
<br />both Seller and Buyer,the agent may not,without the express permission of the respecƟve Party,disclose to the other Party confidenƟal informaƟon,including,but
<br />not limited to,facts relaƟng to either Buyer's or Seller's financial posiƟon,moƟvaƟons,bargaining posiƟon,or other personal informaƟon that may impact price,
<br />including Seller's willingness to accept a price less than the lisƟng price or Buyer's willingness to pay a price greater than the price offered.(3)The above duƟes of the
<br />agent in a real estate transacƟon do not relieve a Seller or Buyer from the responsibility to protect their own interests.Buyer and Seller should carefully read all
<br />agreements to assure that they adequately express their understanding of the transacƟon.A real estate agent is a person qualified to advise about real estate.If legal
<br />or tax advice is desired,consult a competent professional.Buyer has the duty to exercise reasonable care to protect Buyer,including as to those facts about the
<br />Property which are known to Buyer or within Buyer's diligent aƩenƟon and observaƟon.Both Seller and Buyer should strongly consider obtaining tax advice from a
<br />competent professional because the federal and state tax consequences of a transacƟon can be complex and subject to change.
<br />(d)Further Disclosures.Throughout this transacƟon Buyer and Seller may receive more than one disclosure,depending upon the number of agents
<br />assisƟng in the transacƟon.Buyer and Seller should each read its contents each Ɵme it is presented,considering the relaƟonship between them and the real estate
<br />agent in this transacƟon and that disclosure.Buyer and Seller each acknowledge receipt of a disclosure of the possibility of mulƟple representaƟon by the Broker
<br />represenƟng that principal.This disclosure may be part of a lisƟng agreement,buyer representaƟon agreement or separate document.Buyer understands that
<br />Broker represenƟng Buyer may also represent other potenƟal buyers,who may consider,make offers on or ulƟmately acquire the Property.Seller understands that
<br />Broker represenƟng Seller may also represent other sellers with compeƟng properƟes that may be of interest to this Buyer.Brokers have no responsibility with
<br />respect to any default or breach hereof by either Party.The ParƟes agree that no lawsuit or other legal proceeding involving any breach of duty,error or omission
<br />relaƟng to this transacƟon may be brought against Broker more than one year aŌer the Date of Agreement and that the liability (including court costs and aƩorneys'
<br />fees),of any Broker with respect to any breach of duty,error or omission relaƟng to this Agreement shall not exceed the fee received by such Broker pursuant to this
<br />Agreement;provided,however,that the foregoing limitaƟon on each Broker's liability shall not be applicable to any gross negligence or willful misconduct of such
<br />Broker.
<br />24.3 ConfidenƟal InformaƟon.Buyer and Seller agree to idenƟfy to Brokers as "ConfidenƟal"any communicaƟon or informaƟon given Brokers that is considered
<br />by such Party to be confidenƟal.This Agreement and certain documents produced pursuant to this Agreement are or may be considered public records
<br />under the California Public Records Act and Buyer cannot guarantee confidentiality of such documents.
<br />25.ConstrucƟon of Agreement.In construing this Agreement,all headings and Ɵtles are for the convenience of the ParƟes only and shall not be considered a part
<br />of this Agreement.Whenever required by the context,the singular shall include the plural and vice versa.This Agreement shall not be construed as if prepared by
<br />one of the ParƟes,but rather according to its fair meaning as a whole,as if both ParƟes had prepared it.
<br />26.AddiƟonal Provisions.
<br />AddiƟonal provisions of this offer,if any,are as follows or are aƩached hereto by an addendum or addenda consisƟng of paragraphs 26 through
<br />29 .(If there are no addiƟonal provisions write "NONE".)
<br />26.Due Diligence Period and Extension Option with Increased Deposit:Before the expiration of the ‘Due Diligence Period (July 30,2022),Buyer has (3)
<br />30-day Extension Options for the Due Diligence Period.With each 30-day Extension Option,Buyer shall deposit into Escrow an additional Twenty-Five
<br />Thousand Dollars ($25,000)for each Extension;to be applied to the Purchase Price.If the Buyer elects to exercise the second 30 day Extension Option
<br />for the Due Diligence Period,a $25,000 additional deposit applicable to such second extension shall be deposited and a total of $75,000 is to be released
<br />to the Seller,and shall be applied to the Purchase Price and non-refundable;whether the Sale closes or not.If the Buyer elects to exercise the third 30
<br />day Extension Option for the Due Diligence Period,the $25,000 additional deposit applicable to such third extension shall be deemed to have been paid
<br />and released to the Seller with the second extension,and shall be and applied to the Purchase Price and non-refundable;whether the sale closes or not.
<br />Total non-refundable deposit to the Seller if all three extensions are exercised shall not exceed $75,000.
|