Amended Complaint Filed No Fee

Cal. Super. - 6th Dist.March 20, 2019

Electronically filed by Superior Court of CA, County of Santa Clara, on 5/30/2019 1:42 PM Reviewed By:D Harris Case #19CV344918 Env #2948665 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 BU§LK§12WE$€T§ 8‘ AFTURNFVS AT LAW MOUNTAIN VII-IW Douglas W. Dal Cielo (SBN 157109) E-mail: ddalcielo@bwslaw.com Brian M. Affrunti (SBN 227072) E-mail: baffrunti@bwslaw.com BURKE, WILLIAMS & SORENSEN, LLP 1503 Grant Road, Suite 200 Mountain View, CA 94040-3270 Tel: 650.327.2672 Fax: 650.688.8333 Attorneys for Plaintiffs ARVIND K. AGARWAL AND NEELO AGARWAL AS TRUSTEES OF THE AGARWAL TRUST DATED AUGUST 2, 2001 SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF SANTA CLARA ARVIND K. AGARWAL AND NEELO Case N0. 19CV344918 AGARWAL AS TRUSTEES OF THE AGARWAL TRUST DATED AUGUST 2, VERIFIED FIRST AMENDED COMPLAINT 2001, FOR: Plaintiffs, (1) BREACH 0F CONTRACT (2) FRAUD- NEGLIGENT v. MISREPRESENTATION (3) BREACH 0F IMPLIED COVENANT 0F DMJ HOME SOLUTIONS, LLC, GOOD FAITH AND FAIR DEALING A NEVADA LLC; DAVID HERRERA; (4) ACCOUNTING APEX DEVELOPMENT GROUP, LLC, (5) JUDICIAL FORECLOSURE A NEVADA LLC; ERIC FOGELSONG; DAN NOBLE; MICHAEL ROUSSEAU, AND DOES 1 THROUGH 150, INCLUSIVE, Defendants. THE AGARWAL TRUST DATED AUGUST 2, 2001 (hereinafter collectively referred to as “Plaintiffs”), allege against Defendants, and each 0f them, as follows: PRELIMINARY ALLEGATIONS 1. Plaintiffs are, and at all times relevant hereto were, individual residents in the County 0f Santa Clara, State 0f California. _ 1 _ MP #4817‘6931-4967 v2 VERIFIED FIRST AMENDED COMPLAINT 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 B‘iéifé‘gwi'i‘,‘€¥§ 8‘ ArmRNI-n’s Ar LAW MUUNMIN VH-.w 2. Defendant DMJ HOME SOLUTIONS, LLC (hereinafter “DMJ”) is a Nevada Limited Liability Company registered to d0 business in California With an address of 2059 Camden Avenue, Suite 154, San Jose, California, in Santa Clara County, California. 3. Defendant DAVID HERRERA (hereinafter “Herrera”) is, and at all times relevant an individual resident 0f Santa Clara County, California. At all relevant times, Herrera was the managing member of DMJ. 4. Plaintiffs are informed and believe, and 0n that basis allege that, at all times mentioned herein, Defendant DMJ was doing business in the County 0f Santa Clara, State 0f California, as a property investor and renovator. 5. Plaintiffs are informed and believe and 0n that basis allege that, Defendant DAN NOBLE (hereinafter “N0ble”) and MICHAELA ROUSSEAU (hereinafter “R0usseau”) are, and at all times relevant were, individual residents 0f Santa Clara County, California. At all relevant times, Noble and Rousseau were employed at Key Legacy Real Estate Services and DMJ. On information and belief, Noble and Rousseau were both formerly employed at Boxcar Property Solutions, LLC. 6. Defendant APEX DEVELOPMENT GROUP, LLC (hereinafter “Apex”) is a Nevada Limited Liability Company registered t0 d0 business in California With an address 0f 7535 Bayliss Place, San Jose, California in Santa Clara County, California. 7. Plaintiffs are informed and believe and on that basis allege that Defendant ERIC FOGELSONG (hereinafter “‘Fogelsong”) is, and at all times relevant was, an individual and resident 0f Santa Clara County, California. On information and belief, Fogelsong is, and at all times relevant was, the managing member oprex. 8. The true name 0r capacities, whether individual, corporate, associate, or otherwise 0f Defendants DOES 1 through 150, inclusive, are unknown t0 Plaintiffs at this time, and Plaintiffs therefore sue said defendants under such fictitious names and will seek leave of court t0 amend this complaint to show the true names and capacities when the same have been ascertained. _ 2 _ MP #4817-693 l -4967 v2 VERIFIED FIRST AMENDED COMPLAINT 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 BLEEESQW C??? & [\r'rmLNI-vs A'r LAW Mmm’mm VH-w 9. Plaintiffs are informed and, believe and thereon allege that each of the Defendants designated herein as a DOE was responsible in some manner for the events and happenings herein referred, and which proximately caused damages as hereinafter alleged. GENERAL ALLEGATIONS 10. Plaintiff, Arvind Agarwal, met Defendants Herrera and his wife at a Than Merrill’s Fortune Builders conference in January of 2017 in downtown San Jose. 11. Plaintiff was subsequently introduced t0 Fogelsong and Noble by Herrera. Herrera described Fogelsong and Noble as his “partners” and that they were the guys on his team Who managed projects and raised money respectively. 12. Plaintiffs were introduced to Defendant Rousseau as an operations manager 0f Defendant DMJ at a later time. 13. On or about May 18, 2017, Plaintiffs and Defendant DMJ entered into a Joint Venture Agreement (hereinafter “JVAG1”) with the purpose 0f acquiring and renovating for sale the subject property 0f 14305 Leigh Avenue, San Jose California 95124, APN#419-12-011 (“Subject Property 1”) (Contract attached as Exhibit A). 14. Plaintiffs, 0n information and belief and on that basis allege, that Defendants subsequently caused the address 0f Subject Property 1 t0 be officially changed t0 14521 Weeth Drive, San Jose, California 95124. 15. Under the express and implied terms of JVAGl, DMJ and Herrera agreed with Plaintiffs, and expressly and impliedly warranted and represented t0 Plaintiffs, that DMJ and Herrera: (i) would acquire Subject Property 1 for a purchase price 0f one million one hundred fifty thousand dollars ($1,150,000) pursuant t0 a Residential Purchase Agreement (attached and incorporated in Exhibit A); (ii) that they had secured financing for the project in the amount 0f one million five hundred ninety-two thousand five hundred dollars ($1,592,500) (See Exhibit A Witnesseth- 3rd paragraph); _ 3 _ MP #4817~693I-4967 v2 VERIFIED FIRST AMENDED COMPLAINT \OOONG 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Bswlfi'f’fii‘é 8‘ A r’rURNI-ivs Ar LAW MOUNTAIN VIMV (iii) (iV) (V) (vi) (Vii) (viii) (iX) MP #48 I 7-693 1 -4967 v2 pay t0 Plaintiffs a guaranteed return 0f sixty-three thousand three hundred dollars ($63,300) if Plaintiffs’ contribution 0f four hundred twenty-two thousand dollars ($422,000) was returned within twelve months from the date 0f JVAGl. If the contribution was not returned Within twelve months, the guaranteed return would be increased by five thousand two hundred seventy-five dollars ($5,275) each month thereafter. (See Paragraph 3.1 0f Exhibit A); that any real estate commissions earned by the Venturers, employees 0r partners 0f the Venturers would be added back t0 the profits 0f the venture. (See Paragraph 3.2 of Exhibit A); obtain the signature 0f Plaintiffs for any and all contracts and requisitions for any amounts over two thousand five hundred dollars ($2,500). (See Paragraph 5.1 of Exhibit A); would not draw, accept or endorse any bill 0f exchange, check, promissory note 0r other instrument for the payment 0f money 0r guarantee any debt or account 0n behalf 0f the Venture 0r pledge the credit of the venture in anyway. (See Paragraph 7.3 0f Exhibit A); could not create a valid obligation of the venture or a lien upon any 0f the assets of the venture unless the execution thereof is authorized by the Partners. (See Paragraph 7.4 0f Exhibit A); provide itemized financial statements t0 Plaintiffs Within 10 days 0f the end 0f each calendar month. (See Paragraph 5.2 0f Exhibit A); would seek funds from Plaintiffs in the instance 0f needing additional money t0 complete the project prior t0 sourcing funds anywhere else and in the event funds were sourced by any party, the returns would be capped at 15% per annum. (See Paragraph 2.3 0f Exhibit A); and _ 4 _ VERIFIED FIRST AMENDED COMPLAINT 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Bfliéfiiéflj‘fififi “‘ A I TURNt-Xs A r LAW MuUNrAlN Vnw (x) would notify Plaintiffs 0f any significant action to be taken on behalf 0f the venture and call meetings as necessary t0 inform Plaintiffs of Developments in the project. (See Paragraph 7.5 0f Exhibit A); 16. As security for the loan made by Plaintiff, Defendant DMJ pled as collateral under JVAGl all its “personal property and other Property Developments... now 0r hereafter” acquired by DMJ, including but not limited t0, the properties located at 470 Hull Avenue, San Jose, California 95125, APN 246-46-051 with an expected value 0f $1,550,000 and a loan amount of $1,015,000, and 14843 Payton Avenue, San Jose, California 95124, APN 419-24-023 with an expected value of $2,375,000 and a loan amount 0f $1,810,000. (See Article 4 0f Exhibit A.) 17. On 0r about March 6, 2017, Plaintiffs and DMJ entered into a Joint Venture Agreement (hereinafter “JVAG2”) with the purpose of acquiring and renovating for sale the subject property of 5401 Claremont Avenue, Oakland California 94618 APN#014~ 127301600 (“Subject Property 2”). (Contract attached as Exhibit B.) 18. Under the express and implied terms of JVAGZ, DMJ and Herrera agreed with Plaintiffs, and expressly and impliedly warranted and represented to Plaintiffs, that DMJ and Herrera: (i) would acquire subject property 1 for a purchase price 0f one million eight hundred sixty-five thousand dollars ($1,865,000) pursuant t0 a Residential Purchase Agreement (attached and incorporated in Exhibit B); (ii) that they had secured financing for the project in the amount 0f three million dollars ($3,000,000). (See Exhibit B Witnesseth - third paragraph); (iii) pay to Plaintiffs a guaranteed return 0f seventy~nine thousand six hundred fifty dollars ($79,650) if Plaintiffs” contribution of five hundred thirty-one thousand ($531,000) was returned within twelve _ 5 _ MP #48 1 7-693 1-4967 v2 VERIFIED FIRST AMENDED COMPLAINT 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 ”gowé'gE'fi‘E‘S & I\H'UI{NI-.\’S r'\[ LAW MOUNTAVN VH'W (iV) (V) (Vi) (Vii) (viii) (iX) (X) MP #48 l 7-693 1-4967 v2 months from the date 0f JVAGZ. If the contribution was not returned within twelve months, the guaranteed return would be increased by six thousand six hundred thirty-eight dollars ($6,638) each month thereafter. (See Paragraph 3.1 ofExhibit B); that any real estate commissions earned by the Venturers, employs or partners of the Ven‘turers would be added back t0 the profits of the venture. (See Paragraph 3.2 0f Exhibit A); obtain the signature of Plaintiffs for any and all contracts and requisitions for any amounts over $2,500. (See Paragraph 5.1 of Exhibit B); would not draw, accept or endorse any bill 0f exchange, check, promissory note 0r other instrument for the payment 0f money 0r guarantee any debt 0r account 0n. behalf 0f the Venture or pledge the credit 0f the venture in anyway. (See Paragraph 7.3 0f Exhibit B); could not create a valid obligation 0f the venture 0r a lien upon any of the assets 0f the venture unless the execution thereof is authorized by the Partners. (See Paragraph 7.4 0f Exhibit B); provide itemized financial statements to Plaintiffs within 10 days of the end of each calendar month. (See Paragraph 5.2 0f Exhibit B; would seek funds from Plaintiffs in the instance 0f needing additional money t0 complete the project prior to sourcing funds anywhere else and in the event funds were sourced by any party, the returns would be capped at 15% per annum. (See Paragraph 2.3 0f Exhibit B); and would notify Plaintiffs 0f any significant action t0 be taken 0n behalf 0f the venture and call meetings as necessary to inform -6- VERIFIED FIRST AMENDED COMPLAINT 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 “swifi'fii‘é & [\TTURN l‘IYS AI LA W «\r‘IUUN I AIN VII-‘W Plaintiffs of Developments in the project. (See Paragraph 7.5 0f Exhibit B); 19. As security for the loan made by Plaintiff, Defendant DMJ pled as collateral under JVAG2 all its “personal property and other Property Developments... now 0r hereafter” acquired by DMJ, including but not limited to, the properties located at 18831 Arata Way, Cupertino, California 95014, APN 375-12-032 with an expected value 0f $2,850,000 and a loan amount 0f $1,890,000, and 462 Hull Avenue, San Jose, California 95125, APN 246-46-052 with an expected value of $1,550,000 and a loan amount of $993,000. (See Article 4 0f Exhibit B). 20. Through the “Cross-Default; Cross-Collaterization” section within JVAGl and JVAGZ, Defendant DMJ granted Plaintiff an equitable lien 0n all its real property, both existing and thereafter acquired, including, without limitation, the referenced properties. 21. Plaintiffs reasonably relied upon these warranties and representations, and t0 that extent were misled by Defendants in entering into both JVAGI and JVAGZ. On or about January 28, 2019, Defendants Apex and DMJ, as co-sellers, completed a transaction selling Subject Property 1 t0 Chanchal and Sudeshna Chetterjee. (See Closing Statement attached as Exhibit C). 22. The escrow officer in the sale was Jason Herrera. (See Exhibit C.) 23. Exhibit C details a Seller Debit for one hundred eight thousand dollars ($108,000) as commission t0 Listing Agent Key Legacy Real Estate Services. 24. Plaintiffs, 0n information and belief and thereon allege that Key Legacy Real Estate Service is owned by Defendant Noble, who is also affiliated with DMJ as the head 0f “Finance & Acquisitions.” (See Exhibit D.) 25. Plaintiffs, on information and belief and thereon allege, Defendant Noble had knowledge 0f the existence of JVAGI and JVAGZ, and Defendant Noble received a commission 0n each loan made by Plaintiffs. 26. Exhibit C details a Seller Debit t0 Jinson Hu in the amount 0f $150,399.12 with a description of“Pay0ff 0f Second and Third Mortgage Loan”. (See Exhibit C.) - 7 _ MP #4817-6931-4967 v2 VERIFIED FIRST AMENDED COMPLAINT 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Béifiéfléfi‘fii‘? 8‘ {\T'rouNI-Xs A r LAW MUUN I'AIN VH-.w 27. Exhibit C details a Seller Debit in the amount 0f $1 18,182.98 with a description 0f “Project C00rdination/Reimbursements t0 Boxcar Property Solutions, LLC”. (See Exhibit C.) 28. Plaintiffs, 0n information and belief and thereon allege, that Boxcar Property Solutions, LLC is owned and operated by Rousseau and/or affiliated with Defendants DMJ, Herrera, APEX, and Fogelsong. (See Exhibit D.) 29. Exhibit C details a Seller Debit in the amount of $85,500 with a description of “Payoff of Fourth Mortgage Loan to Kevin Marin”. (See Exhibit C.) 30. Plaintiffs were never informed 0f the sale 0f Subject Property 1 by Defendants. Plaintiffs saw the sale posting 0n mlslistings.com a month after the transaction. Plaintiffs have not received any form 0f final accounting for the project and n0 payment of any type. 31. Plaintiffs, 0n information and belief and thereon allege, Defendant DMJ has also sold 470 Hull Avenue, San Jose, California 95125, APN 246-46-051 and 14843 Payton Avenue, San Jose, California 95124, APN 419-24-023. No prior notice was given to Plaintiffs that these properties were listed for sale. Plaintiffs were never notified by any Defendants that these properties were sold. Both these properties sold for more than anticipated and represented a substantial amount 0f equity to secure the interest under JVAGl. FIRST CAUSE OF ACTION (Breach 0f Contract) (Against Defendants DMJ, Herrera and Does 1 t0 35) 32. Plaintiffs herein incorporate by reference each and every allegation of paragraphs 1 through 3 1 , inclusive, 0f this complaint, as though set forth in full herein. 33. Plaintiffs have duly performed all terms, conditions, covenants and promises required to be performed 0n their part under the Contracts with both JVAGl and JVAGZ, except those which had been waived, excused, 0r otherwise interfered with by the conduct 0f Defendants 0r by factors beyond Plaintiffs’ control. 34. Plaintiffs are informed and believe, and thereon allege, that Defendants breached JVAGI with Plaintiffs, and the above-mentioned warranties and representations, inter aliaz in that it/he: - 8 _ MP #4817-693 lv4967 v2 VERIFIED FIRST AMENDED COMPLAINT COGNQ 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 BSOWL‘SZ‘???FA 8‘ AI'TURNEYS AT LAW MOUNTAIN VlliW (a) did not get Plaintiffs' approval for expenditures larger than $2,500; (b) failed t0 keep Plaintiffs informed of significant events affecting the venture; (c) failed t0 provide Plaintiffs with financial statements 0f the venture; (d) pledged the assets for the venture and obtained additional mortgage loans Without informing Plaintiffs 0r obtaining Plaintiffs’ consent; (e) sold collateralized/pledged assets without informing Plaintiffs of Obtaining Plaintiffs’ consent; (f) sold Subject Propefly 1 without involving 0r informing Plaintiffs; (g) paid 0r caused t0 be paid monies to affiliates Boxcar Property Solutions, LLC and/or Key Legacy Real Estate Services; (h) transferred title 0f Subject Property 1 t0 Defendant APEX without Plaintiffs’ consent 0r actual knowledge; and (i) failed t0 pay to Plaintiffs the guaranteed returns or return Plaintiffs’ contribution under JVAGl. 35. Plaintiffs are informed and believe, and thereon allege, that Defendants breached JVAG2 with Plaintiffs, and the above-mentioned warranties and representations, inter alia, in that it/he: (a) did not get Plaintiffs’ approval for expenditures larger than $2,500; (b) failed t0 keep Plaintiffs informed of significant events affecting the venture; (c) failed t0 provide Plaintiffs with financial statements 0f the venture; (d) pledged the assets for the venture and obtained additional mortgage loans without informing Plaintiffs 0r obtaining Plaintiffs” consent; (e) sold collateralized/pledged assets without informing Plaintiffs 0f obtaining Plaintiffs’ consent; WHEREFORE, Plaintiffs pray for judgment against Defendants, and each 0f them, as hereinafter set forth. _ 9 _ Mp #48 1 7-693 1 .4967 v2 VERIFIED FIRST AMENDED COMPLAINT 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Bswéfij'fii‘i & AI'I‘oRNI-Ns AT LAW M(IUNrAIN VIHV SECOND CAUSE OF ACTION (M911) (Against Defendants DMJ, Herrera, APEX, Fogelsong, Noble, Rousseau and DOES 36 through 60) 36. Plaintiffs incorporate herein by reference each and every allegation contained in Paragraphs 1 through 35, inclusive, of this complaint, as though set forth in full herein. 37. Plaintiffs are informed and believe, and on that basis allege that in negotiating JVAGI and JVAG2, DMJ, Herrera, APEX, Fogelsong, and DOES 36 through 60, inclusive, 0n behalf of DMJ, falsely and fraudulently represented to Plaintiffs that Defendants would honor their obligations under JVAGl and JVAGZ, and would pay t0 Plaintiffs all sums due Plaintiffs under the Contracts. 38. Plaintiffs are informed and believe, and 0n that basis allege, that the representations made by DMJ, Herrera, APEX, Fogelsong, and DOES 36 through 60, inclusive, 0n behalf of DMJ, were false in that none of the Defendants had the intent t0 cooperate with, nor honor their obligations under JVAGI 0r JVAGZ nor t0 pay Plaintiffs all sums due under the Contracts. 39. Plaintiffs are further informed and believe, and 0n that basis allege, that DMJ, Herrera, APEX, Fogelsong, and DOES 36 through 60, inclusive 0n behalf 0f themselves, made these representations With no reasonable grounds for believing them t0 be true, in that DMJ, Herrera, APEX, Fogelsong, DOES 36 through 60, inclusive, knew that DMJ, Herrera, APEX, Fogelsong, DOES 36 through 60, inclusive did not have the intent to act as set forth hereinabove. 40. Plaintiffs are informed and believe and 0n that basis allege that Defendants Noble and Rousseau charged the venture for services not approved by Plaintiffs and which were above market rate t0 increase the expenses and thereby reduce/eliminate the profitability 0f the venture that is the subject 0fJVAGI. 41. Plaintiffs are further informed and believe, and 0n that basis allege, that these representations were made by DMJ, Herrera, APEX, Fogelsong, and DOES 36 through 60, inclusive, on with the intent t0 induce Plaintiffs t0 act in the manner herein alleged. _ 10 _ MP #48 1 7-693 1 4967 v2 VERIFIED FIRST AMENDED COMPLAINT 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 BURKE, WILLIAMS & SORENSEN, LLP ATTORNEYS AT LAW MUUN IAIN VH‘IW 42. Plaintiffs, at the time the representations were made by DMJ, Herrera, APEX, Fogelsong, and DOES 36 through 60, inclusive, 0n behalf 0f DMJ, Herrera, APEX, Fogelsong, and DOES 36 through 60, inclusive, and at the time that Plaintiffs took the actions herein alleged, were ignorant 0f the falsity of the representations and believed them to be true. In reliance 0n these representations, Plaintiffs were induced t0, and did enter into JVAGl and JVAGZ. Plaintiffs’ reliance 0n the statements 0f DMJ, Herrera, APEX, Fogelsong, and DOES 36 through 60, inclusive were justified because 0f the repeated assurances by DMJ, Herrera, APEX, Fogelsong, and DOES 36 through 60, inclusive that DMJ, Herrera, APEX, Fogelsong, and DOES 36 through 60, inclusive would honor their obligations under JVAGI and JVAG2 and that the representations they made were true, and would pay Plaintiffs all sums due under JVAGl and JVAGZ. 43. As a direct and proximate result 0f the intentional and/or negligent misrepresentations 0f DMJ, Herrera, APEX, Fogelsong, and DOES 36 through 60, inclusive 0n behalf 0f themselves, as herein alleged, Plaintiffs have incurred damages in an amount not yet exactly determined, but which Plaintiffs are informed and believe exceeds the sum 0f One Million Two Hundred fifty Thousand Dollars ($1,250,000), together with interest thereon at the maximum legal rate t0 be computed at trial. 44. Plaintiffs are informed and believe, and thereon allege, that the intentional/negligent misrepresentations 0f DMJ, Herrera, APEX, Fogelsong, and DOES 36 through 60, inclusive, inclusive, 0n behalf of themselves, as described herein, were made with conscious disregard 0f the rights of Plaintiffs, such that Plaintiffs are entitled to recover exemplary and punitive damages against DMJ, Herrera, APEX, Fogelsong, and DOES 36 through 60, inclusive in an amount according t0 proof. WHEREFORE, Plaintiffs pray for judgment against defendants, and each of them, as hereinafter set forth. _ 1 1 - MP #4817-693 1 4967 v2 VERIFIED FIRST AMENDED COMPLAINT 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 BSQWSJ‘N'L‘CXS 8‘ A‘I‘TukNl-Ys AT LAW MOUNIMN VIH‘J THIRD CAUSE OF ACTION (BREACH OF IMPLIED COVENANT 0F GOOD FAITH AND FAIR DEALING) (Against Defendants DMJ, Herrera, APEX, Fogelsong, Noble, Rousseau, and DOES 61 through 75) 45. Plaintiffs incorporate herein by reference each and every allegation contained in Paragraphs 1 through 44, inclusive, 0f this complaint, as though set forth in full herein. 46. DMJ, Herrera, APEX, Fogelsong, Noble, Rousseau, and DOES 61 through 75, inclusive, through their actions have ensured that Plaintiffs would not receive the benefits conferred to Plaintiffs by JVAGl and JVAG2. WHEREFORE, Plaintiffs pray for judgment against defendants, and each 0f them, as hereinafter set forth. FOURTH CAUSE OF ACTION gAccountingz (Against Defendants DMJ, Herrera, APEX, Fogelsong, and DOES 76 through 90) 47. Plaintiffs incorporate by reference each and every allegation contained in paragraphs 1 through 46, inclusive, of this complaint, as though set forth in full herein. 48. Plaintiffs are informed and believe, and 0n that basis allege, that from the date 0f the JVAGl and JVAG2, DMJ, Herrera, APEX, and Fogelsong have obtained loans and incurred expenses t0 the projects which are not 0f an. appropriate business purpose. 49. The amount of unrelated expenses charged t0 the ventures is presently unknown to Plaintiffs and cannot be ascertained without an accounting 0f the receipts, accounts payable and contracts entered into. FIFTH CAUSE OF ACTION (JUDICIAL FORECLOSURE) (Against Defendant DMJ) 50. Plaintiffs incorporate by reference each and every allegation contained in paragraphs 1 through 49, inclusive, Ofthis complaint, as though set forth in full herein. _ 12 _ MP #4817-6931-4967 v2 VERIFIED FIRST AMENDED COMPLAINT \OOOQQ 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 B Ligiifgw 3 “Ff “‘ Armiwms A'I‘ LAW MUUNrAIN VIM“: 51. Through JVAGl and JVAG2, Defendant DMJ granted t0 Plaintiffs a security interest in all real property held or thereafter acquired by DMJ. Through the grant 0f a security interest in the aforementioned real property, Plaintiffs hold an equitable mortgage as to all such real property. 52. Plaintiffs relied upon this grant 0f an equitable lien on said properties in agreeing to contribute funds to the joint venture as Plaintiffs were concerned that since Defendants did not have any personal equity vested in Subject Property 1 and Subject Property 2, the equity in said properties were the only protection the Plaintiffs had to cover potential losses that might occur in the investments and relied 0n the equity existing in said properties to cover the Defendant’s share 0f the losses if they were t0 occur. 53. As of the date of the filing 0f this First Amended Complaint, Plaintiffs have an equitable lien t0 the following real property: a. 5401 Claremont Avenue, Oakland, CA 94618, Alameda County Assessor’s Parcel Number 14-1273-16. b. 118 Telles Lane, Fremont, CA 94539, Alameda County Assessor’s Parcel Number 513- 0401-073-02. c. 7825 Lilac Court, Cupertino, CA 95014, Santa Clara County Assessor’s Parcel Number 359-023-028. d. 10410 N. Stelling Road, Cupertino, CA 95014, Santa Clara County Assessor’s Parcel Number 326-30-094. e. 26 Alpine Ave., Los Gatos, CA 95030, Santa Clara County Assessor’s Parcel Number 529-37-042. f. 10191 Santa Clara Avenue, Cupertino, CA 95014, Santa Clara County Assessor’s Parcel Number 326-22-036. _ 13 _ MP #48 1 7-693 1 4967 v2 VERIFIED FIRST AMENDED COMPLAINT 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Iiswéiii'ifi‘é & l\'l”l’()RNI-'.YS r\ F LAW MUUNTAIN VIEW WHEREFORE, Plaintiffs pray for judgment against defendants, and each of them, as follows: FIRST CAUSE OF ACTION 1. For damages against DMJ and HERRERA and DOES 1 through 35, inclusive, in an amount not yet determined, but in excess of One Million Two Hundred Fifty Thousand Dollars ($1 250,000), together with interest thereon at the maximum legal rate. SECOND CAUSE OF ACTION 2. For damages against DMJ, Herrera, APEX Fogelsong, and DOES 36 through 60, inclusive, in an amount not yet determined, but in excess 0f One Million Two Hundred Fifty Thousand Dollars ($ 1 250,000), together with interest thereon at the maximum legal rate; 3. For punitive and exemplary damages in an amount to be proven at trial; and 4. For attomeys’ fees and costs in prosecuting this action. THIRD CAUSE OF ACTION 5. For damages against DMJ, Herrera, APEX Fogelsong, and DOES 1 through 35, inclusive, in an amount not yet determined, but in excess of One Million Two Hundred Fifty Thousand Dollars ($1,250,000), together with interest thereon at the maximum legal rate; and 6. For punitive and exemplary damages against DMJ, Herrera, APEX Fogelsong, and DOES 61 through 75, inclusive, and each 0f them, in an amount according to proof, 0r in such amount as the court deems just and proper t0 deter such conduct in the future; and 7. For attorneys’ fees and costs in prosecuting this actions; and FOURTH CAUSE OF ACTION 8. For an accounting 0f DMJ, Herrera, APEX Fogelsong, and DOES 76 through 90, inclusive, and each of them; 9. For an order compelling all Defendants and DOES through , inclusive, and each of them, t0 pay t0 Piaintiffs the amount due from all Defendants, inclusive, pursuant t0 JVAGI And JVAG2 as a result 0f the Services provided by Plaintiffs, as determined by the accounting. - 14 _ MP #48 1 745031-4967 v2 VERIFIED FIRST AMENDED COMPLAINT \OOOQQ 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 BUSRéigSEELNE‘QEE & ATmRNHs AT LAW MnUNTAIN Vlrzw FIFTH CAUSE OF ACTION 10. For an order for judicial foreclosure as to all real property stated herein; 11. For all fees, costs and expenses in connection with the judicial foreclosure process. AS TO ALL CAUSES OF ACTION 12. For special damages, according to proof; 13. For attomeys’ fees and costs incurred by Plaintiffs in the prosecution 0f this action; 14. For such further relief as the Court deems just and proper. Dated: May 30, 2019 BURKE, WILLIAMS & SORENSEN, LLP By: Dgglglfi W. Cielo Brian M. A ti Attorneys f Plaintiffs ARVIND K. AGARWAL AND NEELO AGARWAL AS TRUSTEES OF THE AGARWAL TRUST DATED AUGUST 2, 2001 _ 15 _ MP #4817.6931-4967 v2 VERIFIED FIRST AMENDED COMPLAINT I VERIFICATION 3 I declare under penalty 0f perjury under the laws of the State of California that I am a 4 party t0 the above-entitled matter, that I have read the foregoing VERIFIED FIRST 5 AMENDED COMPLAINT FOR: (1) BREACH OF CONTRACT; (2) FRAUD -- 6 NEGLIGENT MISREPRESENTATION; (3) BREACH OF IMPLIED COVENANT 0F 7 GOOD FAITH AND FAIR DEALING; (4) ACCOUNTING; and (5) JUDICIAL 8 FORECLOSURE and know the contents thereof, and that it is true and correct of my own 9 knowledge, except as t0 those matters stated upon information and belief, and as to those 10 matters [believe them to be true. r“ a 6' 11 Executed at L“ 924’! [mg- , California, 0n. May L1 , 2019. ARQgD WARWAL 28 BURKE, WILLIAMS £2 . 50R SEN, LLP MP #4817-693 1-4967 v2 /\:! -m() ~ l \i L11“: V’ERIFICATION fxg-[IBITfl JV Agreement: 14305 Leigh Avenue San Jose, CA 95124 APN#: 419-12-011 JOINT VENTURE AGREEMENT This AGREEMENT made this 18th day of May 2017, by and among DMJ Home Solutions LLC (”PARTNER 1") with an address of 2059 Camden Avenue, Suite 154, San Jose, CA 95124 and Arvind K. Agarwal & Neelo Agarwal Trustees of the Agarwal Trust Dated August 2, 2001 ("PARTNER 2”) with an address of 11487 Lindy Place, Cupertino, CA 95014, (hereinafter sometimes referred to as individually as a "Venturer" and collectively as the ”Venturers"). WITNESSETH: WHEREAS, the Venturers have formed a Joint Venture (the "Venture") to acquire, renovate and sell for a projected, but not guaranteed, profit that certain real property located at and commonly known as 14305 Leigh Avenue, San Jose, CA 95008 (the "Property” which acquisition, renovation, and syndication are referred to collectively as the “Project"); and WHEREAS, PARTNER 1 shaH acquire title to the Property on or about May 22, 2017 for the sum of One Million One Hundred Fifty Thousand Dollars ($1,150,000) pursuant to that certain contract dated April 14, 2017 (”Contract" and hereby attached as Exhibit A); and WHEREAS, PARTNER 1 is an experienced real estate investor and renovator and based upon its experience and reputation, has secured financing for the Project En the sum of One Miilion Five Hundred Ninety Two Thousand ‘ and Five Hundred DoHars ($1,592,500) (the loan documents including the Note and Mortgage are referred to collectively as the ”Loan” and the Settlement Agreement from escrow is hereby attached as Exhibit B); WHEREAS, PARTNER 2 is desirous of working jointiv with PARTNER 1 on the Project to gain experience in real estate investing and renovation; WHEREAS, the Venturers desire that their interest in the venture, the services t0 be rendered thereto and the profits derived therefrom, and any Habiiity for sosses arising out of the performance thereof, be defined by an agreement in writing: NOW, THEREFORE, in consideration of the sum of One and 00/100 ($1.00) Dollar and other good and valuable consideration, the receipt of which is hereby acknowledged, and upon the premises and mutual covenants and agreements herein contained, the parties hereby constitute this as their Agreement for the purpose of acquiring the real property, corhpleting the Project, and making available the funds necessary for the completion of the Project and to carry out the Project, and do hereby agree as follows: ' ARNCLE I. Name, Principa! Place of Business, Purpose, Business to be Carried on, and Objectives to be Effective 1,0. The Venture shall not engage ‘m any business or activity other than acquiring the real property and improvements described above, renovating same, and compIeting the Project. Nothing herein shall be~ construed or deemed to establish any other purpose for the Venture nor to constitute the parties hereto as partners for any other purpose nor to prohibit their pursuit of other business interests or activities. 1.1. Except as eXpressly provided herein to the contrary, the rights and obligations of the Venturers and the Page 1 JV Agreement: 14305 Leigh Avenue San Jose, CA 95124 APN#: 41942-011 administration and termination of the Venture shall be governed by the laws of the State of California. 1.2. The principal place of business of the Venture shall be Address of PARTNER 1. 1.3. Subject to the provisions of Article VI hereof, the Venture shall be empowered to: (a) acquire the Property in accordance with that certain Contract; (b) construct the improvements thereon; (c) self the Property; (d) mortgage or convey the real property owned by it; and (e) complete the Project and to enter into, perform, and carry out contracts of any kind necessary or incidental to or required in connection with the accomplishment of the purposes of the Project. 1.4. PARTNER 1 shall assign the proceeds of the Loan and any other construction loans and other financing obtained to the Venture to bevused for renovation including all construction of the Project, or if it is unable to assign such proceeds, to cause them to be applied to the Venture‘s use; 1.5. PARTNER 2 hereby designates PARTNER 1 as the agent of the Venture with sole discretionary aurhority t0 enter into aH contracts of constru ction and of supply in connection with the renovation of the Project; ARTICLE II. Contributions to the Project 2.0. Simultaneously with the execution of this Agreement, the Venturers shall take the fol|0wing action and make the following contributions to the Venture: 2.1. PARTNER 2 shail contribute the sum 0f Four Hundred Twenty Two Thousand Dollars ($422,000) (”PARTNER 2 Contribution”) and shall use said Sum in addition to the initial proceeds advanced from the Loan to acquire titte to the Property and implement the Project plan. 2.2. PARTNER 1 shall provide Project management and access to its network of contractors and vendors. Subject to the terms of this Agreement, PARTNER 1 shall use its best efforts to: maintain cost control over the construction of the Project; maintain and control the construction schedule for efficient progress of the Project; negotiate and/or bid the various construction contracts; review and pass upon, on behalf of the Venture, submissions, requests, and questions of the contractors and make'decisions as required; review the validity of change order requests and pass upon them accordingly; pass upon samples, mock-ups, and tests offered by contractors for approvaI; coordinate with all government agencies and local utility companies to provide for proper permits, approvals, and connections as required, and pass upon decisions related thereto and, on behalf of the Venture, receive and pass upon all matters reIated to the day~to~day operations and construction of the project to provide for its orderly and expeditious completion. As used herein, construction shalt be deemed complete upon the issuance of a permanent Certificate of Occupancy. 2.3. Should the costs of the Project exceed the amount of the construction holdback funds as set forth in the Loan disbursement statement, then, upon mutual consent, the Venturers shaH contribute the funds necessary to account up to the additional costs in the respective percentages that Chev shall share in the profits and losses of the Venture as set forth herein (”make~up funds”). If one Venturer fails to contribute the necessary make-up funds within five (5) business days of demand, the contributing Venture‘r may contribute the necessary make-up funds on behalf of the non-contributing Venturer whereupon they shall receive interest on this contribution at the rate of fifteen (15%) percent per annum and shall be reimbursed said funds including interest from the non-contributing Venturer’s share of the profits. Page 2 JV Agreement: 14305 Leigh Avenue San Jose, CA 95124 APN#: 41942-011 ARTICLE m. Interest of the Profits and Losses, and Costs and Expenses of the Venture 3.0. PARTNER 2 shaH own an undivided Twenty (20%) percent interest and PARTNER 1 shall own an undivided Eighty (80%) percent intere’st in the profits and losses of the Project. The determination of profits and losses shall be made by the mutual consent of the Venturers using generally accepted accounting practices. Should V the Venturers be unable to agree on a final determination of profits and losses, then the parties, at their respective sole costs and expense, shall each select a certified public accountant who together shall attempt to make a final determination of profits and losses according to generally accepted accounting practices. Should the respective accountants be unable to agree on a final determination of profits and losses, then the accountants shall agree on the selection of an independent third accountant who shalt make a final determination of profits and tosses which determination shall be binding on the Venturers. 3.1 Included in the cost calculation in Section 3.3 shall be PARTNER 2’s Guaranteed Return of $63,300 if PARTNER 2 Contribution is returned ‘m 12 months from the date of this Agreement After 12 months, for each month and partial month after PARTNER s’ Guaranteed Return shall be increased by $5,275 each month. 3.2 Costs and expenses of the Venture shall include but not be limited to: closing costs, construction costs, lenders fees and cost, mortgage principai and interest, loan principal and interest, PARTNER 2 Contribution, PARTNER 2’s Guaranteed Return, insurance costs, taxes, utilities, accounting fees, attorneys fees and real estate commissions paid to third party reaitors unaffiliated with either Venturer (it being understood that members of both Venturers are licensed real estate agents and as such the Venturers hereby agree that should any of said members, their employs 0r partners receive a real estate commission for services rendered in conjunction with the sale of the Property, that such net commission be added back into the Project as a profit to be distributed in accordance with the percentages set forth in this Article IH above. 3.3 Profits and losses shall be calcuiated as fotlows: a. Gross Sales Price; minus b. Closing costs incurred in the acquisition of the Property, including but not limited to attorneys fees, lenders fees, inspection fees, appraisal fees, titie search fees, title insurance costs and other customary and reasonable closing costs; minus c. Closing costs incurred in the sale of the Property, including but not limited to attorneys fees, conveyance taxes and other customary and reasonable closing costs; minus d. Rea! estate taxes; minus e. Water and sewer use charges/taxes/assessments; minus f. Payoff of mortgage loans, PARTNER 2 Contributions including but not limited to all unpaid principal, interest, late fees, prepayment fees, exit fees and escrow fees; minus g. PARTNER 2’s Guaranteed return, minus h. Unpaid construction costs; minus i. Unpaid insurance premiums; minus j. Unpaid and final utmty bills; minus k. Realtor commissions; equals I. Profit or loss to be divided as set forth in this Article IH above. Page 3 JV Agreement: 14305 Leigh Avenue San Jose, CA 95124 APN#: 419-12-011 ARTICLE IV. Cross-Default; Cross-Collateralization. PARTNER 1 acknowledges and agrees that any default under the terms of this Agreement shall constitute a default by the Company under this Agreement. The security interests, liens and other rights and interests in and relative to any of the personal property and other Property Developments of PARTNER 1 now or hereafter shall be granted to PARTNER 2 by PARTNER 1 pursuant to any agreement, document or instrument, including, but not limited to, this Agreement, the Purchase Agreement or the Note, shall serve a5 security for any and ail of the Obligations, and, for the repayment thereof, PARTNER 2 may resort to any such collateral in such order and manner as PARTNER 2 may elect. Shall other PrOperty Developments shall included: Property Address APN # Loan Amount Expected Value l 470 Hul! Avenue, San Jose, CA 95125 246-116-051 $1,015,000 $1,550,000 2 14843 Payton Ave, San Jose, CA 95124 419-24-023 $1,810,000 ‘ $2,375,000 ARTICLE V. Deposit and Withdrawal of Funds 5.0. All costs and expenses for the Project shall be requisitioned from, PARTNER 1, and upon approval, shall be - paid by said lender directly on behalf of the Venture directly to the vendors 5.1. AH contracts and requisitions involving an amount of over $2,500.00 shall require the signatures of both Venturers. AI! contracts and requisitions involving an amount of under $2,500.00 may be signed by the individual responsible for the item for which the check is drawn. 5.2. The books of account will be maintained at the office of PARTNER 1 and shall be kept in accordance with recognized accounting principles. The books and records of the Venture and of the Project may be reviewed by any of the Venturers upon two (2) business day's advance notice. Within ten (10) days after the end of each and every calendar month during the pendency of the Project, an itemized statement of all monies received, due, owing, and expended will be submitted to each of the Venturers. lt is understood that this and all accounting services shat! be the sole responsibility of PARTNER 1 and if required, PARTNER 1, in its sole discretion, may employ the services of an outside independent certified accountant the cost of which shall be deemed a cost ofthe Venture. ‘ 5.3. None of the Venturers shall have the right to borrow money on behalf of any oth‘er Venturer, nor to use the credit of any other Ventu rer for any purpose. ARTICLE VI. Terminatfion of the Agreement 6.0. The term of this agreement shall commence upon its execution by all Venturers and shall continue until the happening of the first of the following events (Termination Events); (a) Safe of the Property; or (b) Upon written consent of all Venturers. Page 4 JV Agreement: 14305 Leigh Avenue San lose, CA 95124 APN#: 419-12011 ARTICLE VH. Management and Respective Duties 0f the Venturers 7.0. The day-to-day Management ’of the Project shaH be vested in PARTNER 1. 7.1. Notwithstanding the respective duties of the Venturers as described herein, in the event any one or more of the Venturers hereto become unable to perform their duties as a result of death or a permanent mentat or physical disability, that Venturer's responsibilities shall be distributed to the remaining Venturers by a majority vote. 7.2. The term of this Agreement may only be modified by a unanimous vote of the Venturers. 7.3. Except as may be otherwise provided in the Agreement, no Venturer, without the written consent of the ' other Venturers, shall make, draw, accept, or endorse any bill of exchange, check, promissory note, or other instrument for the payment of money or guarantee any debt or account on behaff of the Venture or pledge the credit of the Venture in any way. 7.4. Except as may be otherwise provided in this Agreement, no contract, note, deed, bond, mortgage, or other instrument shall be a valid obligation of the Venture or a Hen up‘on any of the assets of the Venture unless the Execution thereof is authorized by the Venturers and is signed and executed in the name of the Venture in the manner as may be authorized by the provision of this Agreement. 7.5. tn all events, the Venturers shall use reasonable efforts to notify all other Venturers of any significant action on behalf 0f the Venture or its Intention with respect to any significant action which it proposes to take, and shall from time to time, as appropriate in the circumstances, call meetings of all Venturers to advise them of developments in the Project. 7.6. The Venture shall indemnify and hold harmless each person or entity who is or was a Venturer, a party in any Project which is itself a partnership, an officer, director, or stockholder of any corporate party, and agent appointed by the Venture and the successors, heirs, executors, and administrators of each of them (herein the Indemnified Parties) from and against any loss, expense, damage, or injury suffered or sustained by it by reason of any act, omission, or alleged act or omission arising out of its activities with respect to the Project, including, but not limited t'o any judgment, fine, penalty, award, setttement, reasonable attorneys' fees, and other costs or expenses incurred in connection with the defense of any actual or threatened action, suit, proceeding, investigation or claim, civil, criminal, administrative, Iegislative, or other, or any appeal relating' thereto which is brought or threatened either by or in the right of the Project (herein called a cxerivative action), or by any other person, governmental authority, or instrumentality (herein called a third party action), (and inciuding any payments made by any party to any of its Venturers, officers, directors, or stockholders pursuant to an indemnification agreement not substantially broader than this Section); provided that the act, omission, or aileged act or proceeding, investigation, or claim: (i) in the case of a derivative action, was not performed or omitted fraudulently or as a result of wiliful malfeasance by such Indemnified Party; and (ii) in the case of a third party action, was performed or omitted in good faith in what the Indemnified Party believed to be in, or not opposed to, the best interests of the Project. To the extent that an Indemnified Party has been successful on the merits or otherwise in defense of any such proceeding or in defense of any claim or matter therein, it shall be deemed that the applicable criteria established in (i) or (ii) of the preceding sentence have been satisfied, The determination under any circumstances as to whether an Indemnified Party acted fraudulently, with willful malfeasance, or in good faith in what the Indemnified Party believed to be in, Page 5 JV Agreement: 14305 Leigh Avenue San Jose, CA 95124 APN#: 419-112-011 or not opposed to, the best interest of the Project shall, unless the parties agree that indemnification is appropriate, be made by independent legal counsel selected by the parties in a written opinion or by a court of appropriatejurisdict‘xon. Expenses incurred in defending any derivative action or third party action shau be I paid by the Project as theyare incurred upon receipt, in each case, 0r upon an undertaking by or on behalf of the relevant Indemnified Party to repay such amounts, unless it shall uitimately be determined that such indemnified Party is entitled to be indemnified by the Project in accordance with this Section. The ~ indemnification provided hereunder shal! not be deemed exclusive of any rights to which the Indemnified Parties may be entitled under any applicable statute, agreement, or otherwise. 7.7. AH judgments against the Venture and the Venturers, wherein the Venturers are entitled t0 indemnification, shall be satisfied with the Venture‘s assets 7.8. Except as to any misrepresentation or the breach of any agreement or covenant contained In this Agreement, none of the Venturers shall be. liable, responsible, or accountable to the Venture or to any other Venturer for any loss Zn connection with the Venture's business, if such Venturer acts ’m good faith and is not ’guilty of willful misconduct. In addition, any liability of a Venturer to the other Venturers or to the Venture shall be limited to such Venturer‘s interest in the Venture, and no Venturer or partner of a Venturer shall have any personal liability to the other Venturers or the Venture, except to the extent that funds are required by this Agreement to be lent or contributed or are wrongfully obtained. 7.9. The Venture shall reimburse each Venturer for payments made and liabiiities and expenses necessarily incurred by each Venturer in the conduct of the business of the Venture or for the preservation of the business and property of the Venture, but there shall be no reimbursement for overhead expenses. ARTICLE VIH. Insurance Requirements 8,0. The Venture shall obtain and retain in force insurance with such companies, ‘m such amounts, and against such risks as the Venturers may determinebut not less than any insurance policy limits required by any lenders. The premiums shall be an expense of the Venture. ‘ ARTICLE IX. Books and Records, Fiscal Year, and Accountants 9.0. The Venture shall keep or cause to be kept full and true books of account reflecting all Venture and Project transactions, Said books of account shall be maintained at the principal office of the Venture and shall be open to the inspection and examination ofthe Venturers or their representatives during business hours. 9.1. The Venturers agree that the books of account shall be audited by the certified public accountants (or by such other firm as they may mutually select) reghlarly employed by PARTNER 1, and that said firm shall prepare aH required federal, state, and city partnership income tax returns the cost of which shall be an expense of the Venture. Page 6 JV Agreement: 14305 Leigh Avenue San Jose, CA 95124 APN#: 419-12-011 I ARTICLE x. Restrictions on Disposition of Interest in the Venture 10.0. The Venturers agree that during the term of this Agreement they will not selJ, assign, transfer, pledge, encumber, or in any other way dispose of any of their interests in the Venture, nor any right, title or interest therein (herein deemed a dispOSition of its interest in the Venture), and that no sale, assignment, transfer, , pledge, encumbrance, or other disposition thereof whatsoever or of any right, title, or interest therein, shalt be valid or binding during the period of the Project. 10.1. The Venturers agree that during the term of this Agreement they will not sell, assign, transfer, pledge, encumber, or in any other way dis'pose of any note, bond, or other evidence of indebtedness of the Venture, if any, which it may hold for monies contributed to or advanced by it to the Venture or any part thereof (herein deemed a disposition of its interest in the Venture), and that no sale, assignment, transfer, pledge, encumbrance, or other disposition thereof whatsoever shall be valid or binding during the term of this Agreement. 10.2. Any sale, assignment, transfer, pledge, encumbrance, or other disposition with respect to afiy interest in the Project in violation of the terms of this Agreement shall be null and void, and shall confer no right or title whatsoever in the vendee, assignee, transferee, grantee, pledgee, or mortgagee thereof. ARTICLE XL Limits of Agreement 11.0, The relationship between the Venturers shall be limited to the consummation of the Project except for the terms of the Cross-Default; Cross-Colkateralization in ARTICLE IV. Nothing herein shal! be construed to create an agency or partnership between the Venturers for any other purpose or to authorize any of the Venturers to act as general agent for any other Venturer in any other context or matter or to permit any of the Venturers to bid for or t0 undertake any other contracts or agreement for any other Venturer. ARTICLE XII. Notices 12.0. Unless otherwise specified in this Agreement, all notices, demands, requests, or other communications which a Venturer may desire or be required to give hereunder shall be in writing, shall be deemed given when received, and shall be sent by registered or certified mai! with return receipt requested, addressed to the other Venturers at their most recent address, with a copy the'reof to such addressees‘ attorneys. A Venturer may change the address to which notices are to be sent by notice given as aforesaid. ARTICLE XIH, General Provisions 13.0. This Agreement shall be binding upon and' inure to the benefit of the Venturers hereto and their respective heirs, executors, administrators, successors, and assigns. 13.1. This Agreement is made pursuant to the laws of the State of California and shall be construed in accordance therewith. Page 7 JV Agreement: 14305 Leigh Avenue San Jose, CA 95124 APN#: 419-12-011 13.2. This Agreement cannot be changed, discharged, or terminated orally. 13.3. This Agreement may be executed in any number of counterparts and each of such counterparts shall be deemed to be an original, and this Agreement Shafl be binding on every Venturer who shall execute any one of such counterparts. 13.4. 1f any provisions hereto shall be held unenforceable or void, then such provision shall be deemed separable from the remaining provisions and shall in no way affect the validity of this Agreement. V IN WITNESS WHEREOF, the parties to this Agreement have signed their names the day and year first above written. PARTN ER 1 David Herrera DMJ Home Solutions, LLC PARTNE R 2 By: Arvind Agar I, < Trustee, of th Agarwal Trusted Created August 2, 2001 Page 8 JV Agreement: 14305 Leigh Avenue San Jose, CA 95124 APN#: 419-12-011 EXHIBIT A Contract Agreement l- c A L I E 0 R N i A DISCLOSURE REGARDING i‘ A s s ocm I o N1 REAL ESTATE AGENCY RELATIONSHIP - 1332 (Semn Firm toBuyer)v OF RE 'A L r O R S (As requlrgd by the Civil Code) (CAR. Form AD, Revised 12/1 4) D (If checked) This form is being provided in connection with a transaction {or a leasehold interest exceeding one year as per Civil Code section 2079.1 3(k) and (m). ' When you enter into a discussion with a reai estate agent regarding a real estate transacfion, you should from the outset understand what type of agency relationship or representation you wish to have with the agent in the transaction, 'SELLER'S AGENT A Selier’s agent under a listing agreement with the Seller acts as the agent for the Seller only. A Seller‘s agem or q subagent ofthat agent has the foltow'mg affirmative obfigations: " ' To the Seller: A Fidua‘ary duty of utmost care, integn‘ty. honesty and loyafty in dealings whh the Seller. To the Buyer and the Seiler. (a)D!flgem exercise of reasonable skill and carein performance ofthe agent's duties. (b)A duty of honest and fair deafing and good faith. (GM duty to disclose a" fads known to the agent materially affecting the valua or desirahimy of the property that are not knOWn to, ar Within the difigent attention and observation of, the parties. An agent is’not obligated to reveal to either party any confidential information obtained fiam the other party that does nut involve the affirmative duties sat forth above. BUYER‘S AGENT A selling agent can, with a Buyer's consent. agree to act as agent for the Buyer oniy. In these situations, the agent is not the Seller’s agent. ' even If by agreement the agent may receive companSafion for services rendamd. either in full or in pen {mm the Seller. An agent acting only. for .a Buyer has the fallowing atfirmafiva obligations: , To the Buyer. A fiduciary duty of utmost care, integrfly, honesty and loyalty in dealings with the Buyer. , To the Buyer and the Seller: (amifigent exerdse o! reasonable sldH and care in performance of the agent‘s duties. (b)A duty o! honwt and fait dealing and good faith. - (c)A duty to msclose all facts knuwu to the agent materiany affecting the value or desirability of the property that are not known to, or within the difigent attention and observation of. the parties. An agent is not obligated to reveal to either patty any confidential informafion obtained from the other party that does not involva the affirmative dufim set forth above. ' AGENT REPRESENTING BOTH SELLER AND BUYER A real estate agent, either acfing directly orthrough one or more mociate licensees, can Iegalty be the agent of both the Seller and the Buyer in a transaction} but only with the knowledge and consent ot both the Seller and the Buyer. In a dual agency situation. the agent has the {allowing affirmative obligations to both the Salter and xhe Buyer: (a)A fiduciary duty of utmost care, integrity. honesty and layafly in me dealings with either the Seller or the Buyer. (b)0ther dunk: to the Seller and the Buyer as stated above in their respective sections. ,In ‘represenfing bum Seller and Buyer, the agent may not, without me express permission of the respective pany, disclose to the other party tha( the Seder vain accept a pn’ce less than me listing price or that the Buyerwm pay a price greater than the price ofiared. The above duties of the agent in a real estate transaction do not relieve a Seller or Buyer (ram the responsibility to protect his or her own interests. You should carefufly read all agreements to assure that they adequately express your understanding cf the transaction. A tea! estate agent is a petson qualified to advise about real estate. (f tegal ortax advice is desired. consult a competent professional. Throughout your real property transaction you may receive more than one disclosure form, depending upon the number of agems assisting in the kansacfion. The law requirm each agent with whom you have move than a casual relafianship to pmaent you with this disclosure form. You should read its contents each time it ls presented to you. considering the reiatinnship between you and the real estate agent in your specific transaction. This disclosure form includes the provisions of Sections 2079.13 to 2079.24, inclusive, of the Civil Code set (onh on page 2. Read it carefully. UWE ACKNOWLEDGE RECEIPT OF A COPY OF THIS DISCLOSURE AND THE PORTIONS OF THE CML CODE PRINTED 0N THE BACK (0R A SEPA Wk '- l .BuyerD Seller D Landlord DTenam U 'i camaonmazr Da‘e mtuumra DBUycrD Seller D Landlord UTenant Date I Realty World Castlerock BRE Lic‘ # 01329715 . Agent - - :ai Estate Broker (Firm) ByWfim '- 04/14/2017mm BRE Lia. # 01329715 Date 74/"///’7 . (Salesperson or Broker-AssociataL Don Sabatlm‘ ' I Agency Disclosure Compliance (Civis Code 52079.14): - When me fisting bmkerage company also represents Buyerirenam: The Listing Mentshall have one AD form signed by Setter/Landlord and a different AD form slgned by Buyerrrenam. . - When Sefler/Landtord and BuyerlTenant are represented by different brokerage companies: (I) me Listing Agent shah have one AD form signed by SellerlLandlord and (ii) he Buyer’sfrenant's Agent shall have one AD form signed by Buyer/Tenant and either that same or a different AD form pr medt Seller/L ' lord for signature pn‘or to pr tan n of the offer. If the same form is used, Seller may sign here:M m Data l ‘ SellerILandord Date ShelleyHanson The copyright laws of [he Unitud States ("We 17 U.S. Code) (arbid (he unambmized rapmductinn of this form. or any portion thereof, by photocopy machine or any char means. induding famirmla at compmerized formats. Copyright a 1991mm CALIFORNIA ASSOClATION OF REALTORSQ. INC. . Reviewed by Data ALL RxcHTs Reseaveo. Ww AD REVISED 12114 {PAGE 1 OF 2) Raw Warm Cummdg 126: Lincoln Avail" Sum Jon. CA 95l25 Phone: “459-2932 Fax: Ldgt! Avt- Bundd 81hr“! Produced whh21me by zipLognr 18070 Fmsen Mile Road. Fucw, Michigan 48026MW CIVIL CODE SECTIONS 2079.24 (2079.18 APPEARS 0N THE FRONT) 2079.13 As used In Sachans 2079 14 to 2079.24 indusivc, ma following terms have the following meanings: (a) Agent" means a person acfing Under PYOViSibnS 0‘ Tide 8 (commencing wim Secfinn 22951 m a real property transaction and includes a p'erson who us licensed as a res} estate broker under chapter 3 (commencing wi1h Suction 10130) 01 Part 1 01' Division 4 ofthc Business and Promssians Code. and under whose licences a 115mg £5 executed o: an otfcr to purchase Is obwncd. (b) “Associate umswf means a person who is limnsed a a real estatn broker o: sduspemon under Chapm 3 (commendng with Section 10130) of Pam of Division 4 o! H13 Business and Professions Code and Who is either licensed under a broker or has entered intu a written comma! with a broker ta act as me bmkm’s agent in connacfion with am requirhg a real estate llcense and ta function under me brokers supervision In the capadty of an assodate licensee. Tho agent in the real property msacfion bears rcspunsibility for hls or her amdate licensees who permrm as agens of m: agent When an amciatc licensee nwos a duty to my principal, or to any buyer or sellarwho is not a principai. in a rad property transaction. that dutyis equivalent m me duty owad to mat party by 1h: btokerforwhom the assume Ileana: funcfions. (c) “Buys?” means a wander” in a real property tmsacfion. and indudes a person who executes an otter to purahme real Druparty from a sdletflarough an 39an or who seeks the sewices of an agent in more than a casuai. transitory, or prekminaty mannar, with me obiect 0f entaing Mo a real property trmsac'a’on. 'Buyer‘ hduds vendee or lmee. (d) 'Commercia! real property” means an real property in he shte, except singIe-fam‘sly residentiai rant progeny. dwefiing unm made subgectm Chapmr 2 (commencing with Section 1940) of Tide S, mnbaehcmes, as defined in Section 798.3. or recreafianal vehides. as dsfined in Secfion 799.29. {e} “Dual agcnt’ means m agent acting. ehher directy or through an associate ticensee. as agent fur both the sausr and me buyer in a real .propeny wansacfinn. (n “Liming agreement“ means a contract between an owner of mat pmperty and an agent by which 1h: agent has been authorized to sen the'real property w tn find or obtain a buyer. (g) “Listing agent“ means a person who has obtainsd a flsu’ng nf real property to act as an agent for compensation. (h) ‘Listing .‘ price“ is the amount expressed in dollana spacified in the fisting forMaich the safler is willing to salt the yea: property through tha Dating agent. (I) ”Offering price” is the BMDUM emressed in dohm specified in an offer to purdwase {or which the buyer is willing to buy the red property. 0) “Offer m purchase“ means a written cnnwact executed by a buyer ach’ng through a selling agennhut becomes the comract for Hm sale ofiha real property upon acceptance by the solar. (k) “Rad propony" means any emu specified by subdivision (1) or (2) of Section 761 In propmy mm const‘tums or is inprcvcd with one to four dweling unis, any commercial real proparty. any leasehold in Mesa typos of property exceeding one years duran'cn, and mobilehomes; when meted for sale or sold through an agent pursuant to fine authority contained in Senior: 10131.5 of the Businass and Prnfaasinns Code, (l) “Rea! property transacfion‘ means a uansacfion for the salc of real proparty ‘m which an agent i5 employed by one or more of the principds to act m {hat transach'on, and indudes a listing or an offer io purchase. (m) ‘Sell ” 'sala' or 'sofd" rams ta a kansacfiun for the tanger of real property from the sefler to me buyer and includes exchanges oi real property between the seller and buyer. transacu’ons for flwe creation of a red property sacs contact wnhin the meming of Sewon 2585 and transactions for the creau'on of a leasehold excseding one years duration. (n1 ‘Sdtsr‘ means me nansfevor m a real propeny bansafiion. and includes an owner who 1558 real property wim an agen; whether or not a uansfer result: or who receives an offer to purdzase red property nf which ha or she is me owner from an agent on behafi of enmher. ‘Sefler’ indudos bath a vendor arid a lesson (o) ”Selling agent‘ means a listing agentwho ms Hana, or an agent who acts In cooperaiion with a listing agent 'and who sens or finds and obtains a buyer for me real propcny, or m1 agent w‘no locates property for a buyar or who finds a buyer for a properly for which no listing exiss and presents an offer to purchase ta me seller. (p) "Subagent’ means a person to whom an agent dclagams agency powers as provided in Article 5 (commendng whh Section 2348) o! Chapter 1 of True 8. Howavcr, ”subagunt“ dm not include am associqtc licensee who is ading undarthe supervision of an agent In a real property ransacu‘an. .2079.14 Lwfing agenm and selling agent shdl provide the scflcr and buyer in a real property tansnctian with a copy of the wsclosure form specified in Section 2078. 16 and, except as provided in subdivision (o) shall obmfin a signed acknowledgement or remipt from that aeler or buyer. exempt as provided 'm this secu‘oh or Section 262’s. 15 as failowa' (a) Th'e lrsu‘ng agent, i1 any shall provide the disclosure form to me sefler prior to entering inm the flying agreement (b) The saning anon! shall. provide ha disdosure form ta me sener as soon as pwcable prior to presenfing me seller wlm an offer to purchase. unless the salting agent previousty provided the seller w‘dh a copy of the dlsdoaura ram pursuant to subdivision (a). (c) Where the swing agent dew not flea) on a face-to-faco basiswrth the sellur, the disdosure farm prepared by the sting agcnt may be furnished to the sefler (and acknowiedgement of receipt obtained far tho selling agem from the seller) by H18 Iisfing agent, or the selling agent may deliver the disclosum form by certified mail addressed to the seuer at his or her last lawwn address, in which case no simed achrowladgement of receipt is required. (d) The sewng agent shd! provide the disdoaure form to flwe buyer as saon as pracn'eeble prior to cxmflnn 0f 8m buyer’s offerm purchase exceptthat if \hc offer to purchase i5 not preparcd by the sdfing agent, the selling agent shall present me disclosure funn to m: buyer not later than the rim busmowday marine selling agent reocivosthe oflerio purmase frnm the buyer. 2019.15 In any circumstance in which the sdler or buyer refuses to sign an acknowiedgamen: or receipt pursuant 1o Secfion 2079.14 the agant. or an associate licensee acfing form agent, shdl set form sign and date a wmtcn dudarafinn of the facts of the remsal 2079.16 Reproduced on Paga 1 of this AD form. 2079.1? (a) As soon as pracfieahla, the sdmn agmt shall disdose ta 1h: buyer and sefler whcflw: the semng agentis acting In the red property ransacfion exclusavdy as fl'le buyers agent, exclusivaty a5 the sauer's agent or as a dual agem repressnh‘ng both die buyer and the seller. This relationship shalt be confirmed in me conb’aq to wrchase and sea real property or in a separate wriu’ng «Xacutad or acmowledged by he saucy, ‘he buyer. md (he Selina agent priorto or co‘ma’dmt with exewfion ohhat . contact by the buyer and the sauer. rcspecu‘vafy. (b) As soon as pracfiabie me listing agent shall disclose to the seller Mamet the iisfing agcnt is acting in me real property D‘ansacfim axdus'waly as 8w seller's egcnt, or as a we! agent represenn'ng bath xhe buyer and seller This relationship sha bc confirmed m Use cannot to purchase and 5w m! prcpcm or in a separam writing execmed oracknowkdgcd by the safier and the listing agentpfior ta cr coincidentwm's the cxeaun'on of that contactbyme setter. (c) The confirmation required by subdivisions (a) and (b) shalt be In the fonnwing form. (Do Nor compLETE SAMpLE 0M3) Is the agent 01 (check one). D the sefler exdusivdy; or D both the buyer and seller. (Nam: of Listing Ayah!) p 1- pL 0N is the agent of (check ona): D the buyer exdusivciy; or E] ms seller exclusively: or (Mama of Seliing Agmlif notthe same as me Lisfing Agent) D mm me buy” and 53"“ (d) The disulosures and confirmafiun required by this secfion shau ha in addition to the disclosure required by Secfion 2079.14. 207958 No sefling agentin amfi p(oputyfimaam'on may act as an agentforthe buyer only, when me setting agcntts dso acting aa‘he Mng agcntin the kansacfion, 2079.19 The payment of compensation or the obligation to pay compansafion to an agent by the seller or buyer is no‘ necessarily daten'ninafivc of a pam‘cular agency relau‘anship bemecn an agent and the sener or buyer. A listing agant and ‘a selling agent may agree to share any compensation or commission paid‘ or any right to any compensation ct commission for which an obligafian. crises as flws result cf a real :stake transactinn. and the terms of any such agraamcnt shall not ncaowar‘dy be determinafivc o! a particular raiafionshlp. 2079.20 Naming In this article prevents an agent from selcm‘ng, as a condition oi me agant's employment a specific form u: agency reiafionsnip not spun’m’calty pruhibitad by this anicle if the mquiremenm of Secn‘on 2079.14 and Sccfinn 2079. 17 are complied with 2079.21 A dual agent mail not disdoscm the buyur that ma seflu as willing to sell U1: property at a price less man mu lisnng price, without the express writtan consent o! the solar A dual agent end! not dssclosc to the seller that me buyer‘ts willng Io pay a price greater than me otten‘ng pnce, without the express wrinen consent ofthe buyar. This sam’on does notdtcr m any way he duty or rwponsibflny of a dual agentto any pnnu‘pd with respectzn cunfidenu‘al Information otherthan price. 2579 22 thlng m this amid: precludm: a "sting agem from also being a selling agent, and mu combination uf these funclions in one agent dons noL of rtsctf. make that a'gant a dual agent 2019.23 A contact beMaen the principd and agum may ba modified or altered Ia change the agency relationship at any tima before the performance of tha act which'Ls the object ofthu agency with the wntten consent ofthc parfiesto the agency relafionship. 2079.24 Naming in this artlde shall be construed to either diminish the duty of disclosure owed buyers and sellers by agents and hair assodme licensees. subagents. and amplcyens or to rcliuvc agents and (heir madam licensees. subagents, and employcns from liability fur their conduct 1n connection wiih ads guvamad by this am‘de orfor any breach ofa fidudary duty ora duty of disdozura u I Pubfistmd and Demand by: n ,‘ REALESTATE ausuéss sERmcas, INC. l “ a wbsldlaryowm CammlaWhoa DIREALTORSO ‘ ‘ ”525 south Vim” Avmuo, Les Anselm. Ctfinmia 90020 AD REVISED 12/14 (PAGE 2 0F 2) mm," DISCLOSURE REGARDING REAL ESTATE AGENCY RELAHONSHIP (An PAGE 2 OF 2) Produced Ms)- szom'm byzipLogix 1mm Frauen Mia Rand.Fmr Miamgan 45026W Xniwl AveRavimd by Dab ' 1 0F R E A LT 0 RS .z AND JOINT ESCROW INSTRUCTIONS ' (CAR, Form RPA-CA, Revised 12115 ) f CALIFORNIA. “ A 3 3 Q C 1 A T [o N RESIDENTIAL PURCHASE AGREEMENT '4' Date Prepared: 04/13/2017 1. OFFER: A. THIS IS AN OFFER FROM David Herrera (“Buyer"). B. THE REAL PROPERTY to be acquired is 14305 Leigh Ave, San Jose, CA 95124-2912 , situated In San Jose (Olly), Santa Clam (County). CdffomIa, 95124-292126}; Code), Assessor's Fame! No.“ 41942-011 (‘Property'). C. THE PURCHASE PRICE offered is One milieu, One Hundred Fifty Thousand Dollars 5 1,150,000.00 D. CLOSE OF ESCROW shall occur on E] ' (datexorfl 30___ Days Afler Acceptance). E. Buyer and Seller are referred lo herein as the “Parties.“ Brokers are nut Parties to this Agreement. 2. AGENCY: ' A. DISCLOSURE: The Parties each acknowledgg receipt of a @“Disclosure Regarding Real Estate Agency Reiationships" (CAR. Form AD). B. CONFIRMATION: The following agency relationships are hereby confirmed far this transaction: Llsfing Agent Realty Wodd Casflerock (Print firm Name) ks the agent of (check one): Dthe Seller exclusively: org both the Buyer and Seller. Selling Agent Realy World Chsflerack (Print Firm Name) 0f not the same as the Listing Agent) ls the agent of (chuck one): thhe Buyer exdusivel'y; or L} the Seller exclusively; or. both the Buyer and Seller. - C. POTENTIALLY COMPEUNG BUYERS AND SELLERS: The Parfies each acknowledge receipt of a Q “Possible ' Representation of More than One Buyer or Seller » Disclosure ‘and Consent” (CAR. Form PRES). 3. FINANCE TERMS: Buyer represents that funds wiil be good when deposited with Escrow Holder. A. INITIAL DEPOSIT: Deposit shall be In the amount of ............................................. $ ”500.00 (1) Buyer Direct Deposit: Buyer shafl deliver deposit diracfly to Escrow Holder by electronic funds transfer, Umbier’s check [jpersonal check. Bother w within 3 business days aner Acceptance (or )'. OR (2) D Buyer Deposit with Agent: Buyer has given the deposit by persona! check (or ) to the agent subm‘tfing the offer (or to ). made payable to . The deposit shalt be held uncashed until Acceptance and then deposited with Escrow Holder within 3 business days after Acceptance (or ). Depostt checks given to agent shaIl be an angina! signed check and not a copy. (Note: {nttial and increased deposis checks received by agent shall be recorded in Broker‘s Bust fund log.) B. INCREASED DEPOSIT: Buyer shall deposit with Escrow Holder an increased dapasitin the amount of ......... within 10 Days After Acceptance (or . ). 1f the Fania agree to iquidated damages in m's AgreemenL they also agree lo inocrpomle me increased deposit into the liquidated damages amount in a separate fiquldated damages clanse (CAR. Form RID) at me time the increased deposit is delivered to Escmw Hoider. C. U ALL CASH OFFER: No loan ls needed to purchase me Property. This offer is NOT contingent on Buyer obtaining a loan. Written verifimfion of sufficient funds to dose this transaction IS ATTACHED to this offer or $-W2§AMQ D Buyer shat}, within 3 (or. )Days After Acceptance. Denver to Selier such verification. D. LOAMSJ: (1) FIRST LOAN: in the amount of .......................................................... S 862500.00 This loan will be convenfionai finandng or DFHA, EVA, DSener financing (CAR. Form SEA). [j assumed financing (CAR. Form AFA), [j Other .Thss man shall be at a fixed rate not to exceed 9.500 % or, D an adjustable rate loan with initial rate not to exceed %. Regardiess of the type of loan. Buyer shall pay points not to ex seed % of the loan amount. V (2) E] sscoun LOAN an the amount of ....................................... , ............... s This loan will be conventional financing or D Salter fmana‘ng (CAR. Form SFA), Dassumed financing (CAR. Farm AFA), D Other . This loan shall be at a fixed rate nut to exceed % or, Dan adjustable rate loan with initial rate notto exceed "A. Regardless of the type afloan. Buyar shall pay points not to exceed % of (ha loan amount. ' (3) FHANA: For any FHA or VA loan specified In 3mm. Buyer has 17 (or ) Days After Acceptance to Defiver Q0 Seller Written noh'cze (CAR. Form FVA) of any lendewequfred repairs or costs that Buyer requests Seller to pay for ur otherwise conect. Sefler has no ohfigafinn to pay or satisfy lender requirements unless agreed in writing. A FHANA amandatory clause (CAR. Form FVAC) shall be a pan of this Agreement. I E. ADDITIONAL FINANCING TERMS: F. BALANCE 0F DOWN PAYMENT OR PURCHASE PRICE in the amount of ........................... $ 253100400 to be deposited with Escrow Holder pursUant to Escrow Holder instructions. G. PURCHASE PRICE (TOTAL): . . ............................................................ S 1450,00030 Buyefislnfllals: DH )( ) r Seller‘slnifials( iii )( ) Q 1991-2015. Cantomla Association o! REALTORm. Inc. ‘ RPA~CA REVISED 1211s (FAGE 1 0F 1o) ‘fim CALtFORNIA ResmenmAL PURCHASE AGREEMENT {RPAcA PAGE 1 0F 10L ‘Rclfly WorldMaude. 1261 Umln Avc fl] l4 SI: Jan CA ”£25 Phone: 408-959-sz Fax: Leia AV: Donald “Maul Produoud v41: fipFom-ia by :x'pLugix 18070 Fiflmn Miin Rood, Fraser. Michigan 43025W Property Address: 14305 Leigh Ava, San JwgCA 95124-2912 Date: Apn‘! 13, £0}? H. VERIFICATION OF DOWN PAYMENT AND CLOSWG COSTS: Buyer (or Buyer's lender or loan broker pursuant to paragraph 3J(1)) shafl within 3 (or 0 ) Days After Acceptance; Deliver to Sefler written vefificafion of Buyers down payment and dosing costs. (DVen‘ficafion attached ) APPRAISAL CON‘HNGENCY AND REMOVAL. This Agreement'is (or Eis NOT) canfingent upon a wn'uen appraisal of the Propeny by a licensed or certified appraiser at no less than me purchase pn‘ce Buyer shalt as specified'm paragraph 148(3). in wn'fing, remove the appraisal contingency or cancel this Agreement within 17 (or ) Days AflerAcceptance. LOAN TERMS: (1) LOAN APPLICA‘HONS: Within 3 (or ___ ) Days Afler Acceptance, Buyer shall Deliver to Seller a letter from Buyer‘s lender or loan broker stating that, based on a review of Buyer’s wn‘tten application and credit report, Buyer Is prequalified or preapproved for any NEW loan specified m paragraph aD If any loan specified In paragraph 30 ls an adjustable rate loan the prequal'rfimfion or preapproval ietter shall be based on the qualifying rate not the initial loan rate (D Letter attached.) (2) LOAN CONTINGENCY: Buyer shall act diligently and in good faith to obtain the designated loan(s). Buyers qualification for the loan(s) specified above is a contingency of this Agreement unless otherwise agreed in writing. If there is no appraisai contingency or the appraisai contingency has been waived or removed. then failure ct the Pmperty to appraise at the purchase price dues not entitle Buyer to exercise the cancellation right pursuant tn the Ioan contingency if Buyer is otherwise quaiified for the specified loan. Euyer’s-contractual obligations regarding deposit. balance of down payment and dosing costs are not contingencies of this Agreement (3) LOAN CONTINGENCY REMOVAL: Wthin 21 (or ) Days Alter Acceptance, Buyer shalt. as specified in paragraph 14, in writing. remove the loan contingency or cancel this Agreement {f there is an appraisal contingency, removal of the loan contingency snail not be deemed removal of the appraisal contingency. (4) 117} NO LOAN CONTINGENCY. OMaining any loan specified above us NOT a contingency of this Agreement If Buyer does not obtain the loan and as a resutt dues not purchase the Property Seller may be entitled to Buyer‘s deposit or otherlegat remedies (5) LENDER LIMITS ON BUYER CREDITS: Any credit to Buyer, from any source for closing or other costs that is agreed to by the Parties ('Cantractuak Credit”) shalt be disclosed to Buyer‘s lender If the total credit allowed by Buyer’s lender ("Lender Allowable Credit") i5 less than the Contractuai Credit: then (i) the Contractual Credit shall be reduced to the Lender Altowable Credit. and (ii) in the absence of a separate: written agreement between the Parties. there shall be no automatic adjustment to me purchase price to make up for the difference between the Contractual Credit and the Lender Allowable Credit . BUYER STATED FINANCING: Seller is relying on Buyer’s representation of the type of financing specified (including but not fimited to. as applicaHe, all cash, amnunt of down payment. or contingent 0r nan-contingent loan). Seller has agreed m a specific closing date, purchase price and to sell to Buyer in reliance an Buyers covenant concerning financing. Buyer shall pursue (he financing specified m this Agreement Seller has no obligation to cooperate \M'th Buyers efforts to obtain any financing other than that spea‘fied'm the Agreement and the availability of any such aflemate financing does not excuse Buyer from the obligation to purchase the Property and close escrow as spedfied'm this Agreement 4. SALE OF BUYER'S PROPERTY: A. This Agreement and Buyer's ability to obtain financing are NOT contingent upon the sale of any property owned by Buyer ‘ DR B. DThis Agreement and Buyer‘s ability to obtain financing are contingent upon the sale of property owned by Buyer as specified 5. in me attached addendum (C.A. R. Form COP). ADDENDA AND ADVISORlES: ’ 'A. ADDENDA: Addendum # (CAR. Form ADM) Back Un Offer Addendum (C AR. Form BUO) Court Confirmation Addendum (CAR. Farm GOA) Septic. Well and Property Monument Addendum (C AR Form SWPI) Short Sale Addendum (CAR. Form SSA) fl Oiher B. _a JYER AND SELLER Aowsomes: ? Buyers lnspecfion Advisory (CAR. Form BIA) m? Probate AdvisoryLCAR. Form PA) Statewide Buyer and Seller Advisory (CAR. Form 888A) )0 Trust Advisory (C.A.R. Fawn TA) REO Advisoty (CAR. Form REC) ' Short Sale Information and Advisory (C.A.R, Form SSIA) Oiher OTHER TERMS: ALLOCATION OF COSTS A. INSPECTIONS, REPORTS AND CERTIFICATES: Unless otherwise agreed In writing. this paragraph only determines who is to pay for the inspection test cenificate or service ("Report”) mentioned; it does not determine who is to pay for any work recommended or idenfified In the Report. (1) [j Buyer Seller shall pay for a natural hazard zone disclosure repon inmuding sax fl envimnmentaf E} Other. prepared by Click here to selectyour Service Provider (2H [BuyerI ISelIer shalt pay forms following Report reparedg {3) E Buyer Seller shall pay for the following Report prepared by 'auyersinitiam DH_________){ ) Sellersm'm‘am 3% M ) RPA-CA REVISED 12115 (PkG 2 OF 10] CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT (RPA-CA PAGE 2 0F 10) mm Pruduwd win» zichm-o by zlchg'ot 18070 Mann Milo Road. Pram: Michigan 43026W ulgh Aw.- Property Address: 14305 Leigh Ave, Sin Jose; CA 95124-2912 Date: April 13, 2017 ' Q. GOVERNMENT REQUIREMENTS AND RETROFIT: (1) [j Buyer [:1 Seller shau pay for smoke alarm and carbqn monoxide device installafion and water heater bracinc, if required by Law. Prior to Close 0f Escrow (“00E“), Seller shall provide Buyer Mitten statemenfls) of compliance in accordance with state and local Law, unless Seller is exempt. . [2) (i)U Buyer DSeller shall pay the cost of compliance with any other minimum mandatory government inspections and repons if uired as a candfiion amusing escmw under any Law. (i0 Buyer DSeHer shall pay the cost of compliance with any other minimum mandatory govemment retrofit standards required as a condiflon of dosing escrow under any Law. whether the work is required to be completed befure or after COE. (I'm Buyer shall be provided, within the nmefspecified ’m paragraph 14A, a copy of any required government conduded or point-of-sale inspeaion report prepared pursuant to this Agreement or in anticipation of this safe of the Pmpeny. C. ESCROW AND TITLE: (1) (a) 1:] Buyerg Seller shalt pay escrow fee (b) Escrow Haider shall be Fidelity National Trfle (c) The Parties shall, within 5 (arm) Days Afier receipt, sign and return Escrow Holder‘s general provisions. (2) (a) E] Buyer. Seller shall pay for owner‘s lifle insurance policy specified in paragraph 13E (b) Owner’s fitla policy to be issued by Fidelity National Title (Buyer snail pay for any flue insurance policy insuring Buyer’s lenderl unless otherwise agreed in writing.) D., OTHER COSTS: (1) Qauyerg Seller shall pay County transfer tax or fee (2) Buyer Sener shall pay City transfer tax or fee (3) 'Buye'r Seller shall pay Homeowners‘ Association (“,HOA") transfer fee (4) Seuer shall pay HOA fees for preparing documents required to be delivered by CiviI Code §4525. (5) D Buyera Seller shalt pay HOA fess for preparing all documents other than those required by Civil Code §4525. (6) Buyer to ay for any HOA cedification fee. . . (7) Buyer Seller shall pay for any private transfer fee (8) Buyer Seller shalt pay for (9) Buyer Seller shall pay for . (1D) Buyer Seller shau pay for the cost, not 10 exceed 5 ‘ , of a standard (or Uupgaded) one-year home warranty pian, issued by , with the following optional coverages: [Mir Conditioner D Paol/Spa [I Other. . Buyer is informed that home warranty plans have many optional coverages in addition to those listed above. Buyer is advised (o investigate these coverages lo determine those that may be suitable for Buyer. 0R. Buyer waives the purchase of a home warranty pian. Nothing in this paragraph precludes Buyer's purchasing a home warranty plan during the term of this Agreement. 8. ITEMS INCLUDED IN AND EXCLUDED FROM SALE: A. NOTE TO BUYER AND SELLER: Items listed'as included or excluded in the MLS, flyers or marketing materials are nut included inthe purchase price or excluded from the sale unless specified in paragraph 8 B or C. B. ITEMS INCLUDED 1N SALE: Except as otherwise specified or disclused, (13 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 power systems. built-in appliances. winduw and door screens, awnings, shutters, window coverings, attached floor covetings, television antennas, satelliie dishes, air coofeys/cpnditioners, pool/spa equipment, garage door openerslremote controls, maibox. imgmund landscaping, treeslshrubs. water features and fountains. water suflaners, mater purifiers. sewn‘ty systemslalarms and the following if checked: all stove(s). except ; Dali refrigerator“) I except ; all washer(s) and dryer(s). except ; (3) The foltowing addmonat items: . . (4) Exisfing integrated phone and home automation systems. including necessary components such as intranei and Internet- connected hardware or devices“ control units (other than nomdedicated mobile gevices, electronics and computers) and applicabla software. permissions, passwords, codes and access information, are (Lj are NOT) in eluded in the sale. (5) LEASED OR LIENED ITEMS AND SYSTEMS: Sefler shalt, within the time specified in paragraph 14A. (1) disdose to Buyer if any item nr system specified in paragraph BB or otherwise induded in the sale is ieasedmr not owned by Sefler, or specifically subject to a Iien or other encumbrance, and (ii) Deliver to Buyer all written materials (such as lease, warranty, etc.) concaming any such item. Buyer‘s abifity to assume any such lease, or willingness to accept the Property subject to any such lien or encumbrance, is a contingency in favorof Buyer and Seller as specified in paragraph 14B and C. (6) Seilar represents that aH items included in the purchase price, unless otherwisespecified. (I) are owned by Seller and shall be transferred free and clear of liens and encumbrances, except the items and systems identified pursuant to 88(5) andW , and 6i) are transferred without Sellerwarmnty regardtass of value. C. ITEMS EXCLUDED FROM SALE: Uniess othetwise specified, the following items are excluded from sale: (x) audio and video components (such as flat screen TVs, Speakers an'd otherilems) if any such item is not itseif attached to the Pmpariy, even if a bracket or other mechanism attached to the component or item is attached (o the Property; (m furniture and other items secured lo the-Property for earthquake purposes; and (iii) / . Brackets aMched to wafls, floors or ceilings tor any such component. furniture or item shall remain wifix thwoperty (arm will be removed and hoies or other damage shall : repaired, but not painted). Buyers lnmaxs( D F )( ) Sellers Inmaxs ( )c r ) RPA-CA REVISED 12115 (PAGE y OF 1U) CALIFORMA RESIDENTIAL PURCHASE AGREEMENT (RPA-CA PAGE 3 OF 10) Pmducad wmrz'wFunna by a‘pLagix 15070 Finuon Mile Roam Fmsel, Michigan 48025W Ldyuwe mmmmWwwnm‘rv Property Addtess: 1430531911 Ave, San Jase, CA 95'? 24-2912 Date: April 7g, 2017 8. CLOSING AND POSSESSION: AI B. C. D. Buyer intends (orfldaes not intend) to occupy the Property as Buyer‘s primary residence. Sellemccupied or vamm property: Posseflon shall be delivered to Buyer: 0) at 6 PM or (12:00DAME PM) on the date of Close 0t55m; 00E] no later than ”miendardays aner Close or Escrow, or am [j atWC] AMI! 1PM on . Seller remaining “m possession After close Of Escrow: If Seller has the right to remain in possession afler Close Of Escrow. (I) me Parties are advised to sign a separate occupancy agreement such as BOAR. Form SIP, for Seller continued ocwpancy of less than 30 days, BOAR. Form RLAS for Seller continued occupancy of 30 days or more; and (H) the Panies are advised to consuh with their insurance and Iagal advisers for information about liability and damage or injury to persons and personal and real property; and (iii) Buyer is advised to consult with Buyer‘s lender about the impam of Seller‘s occupancy on Buyer's loan. Tenam-occupied pmpeny: Property shall be vacant at least S (or _____) Days Prior to Close 01' Escrow. unless othewvise agreed in writing. Note to Seller. It you are unable to deliver Progeny vacant in accordance with rent control and other applicable Law, you may be in breach of this Agreement, ' V ORDTenant to remain in possession (CAR. Form TIP). E. F. At Close Of Escrow: Selier assigns to Buyer any assignable warranty rights far items included in me sale: and Seller shall Deliverto Buyer availabie Copiw of any such warramies. Brokers cannnt and will not determine me assignabimy of any warranties. At Close 0f Escrow. unless otherwise agreed In writing, Seller shall provide keys, passwords, codes and/or means to operate all lacks, mailboxes, security systems. aiarms. home automation systems and intranet and Internet-cannacted devlces included in the purchase price. and garage door openers. lfthe Property is a condominium or located in a common interest subdivision, Buyer may be required to pay a deposit to the Homeowners“ Assoclafion ('HOA”) to obtain keys to aceessibla HOA facilities. 10. STATUTORYAND OTHER USCLOSURES {INCLUDING LEAD-BASED PAINT HAZARD USCLOSURES) AND CANCELLATION RIGHTS: 'A. (1] Selier shall. within the time specified in paragraph 14A, Deliver to Buyer: (I) if required by Law. a fully completed: Federal Leadv Based Paint Disclosures (CAR. Form FLD) and pamphlet (“Lead Disclosures”); and (ii) unless exempt, fully completed disciosures or notices required by secfinns 1102 er. seq. and 1103 eL seq. of the Civil Code (“Statutow Disclosures'). Statutory DISclosures include, but are not fimited to, a Real Estate Transfer Disclosure statement (*TDS"). Natural Hazard Disclosure Statement (‘NHD"), nofice or actual knowledge of release of mega] controlled substance. notice of special tax and/or assessments (or, i1 allowed. substantlany equivalent notice regardmg me MenmRoos Community Facilities Act of 1982 and Improvement Bond Act of 191 5) and, if Seller has actual knowledge, ofindustn‘al use and mifitary ordnance location (CAR. Form SPQ or ESD). (2) Any Statutory Disdosura required by this paragraph is considered fuBy compteted If Seller has answered all questions and completed and signed the Seller seofiancs) and the Listing Agent, if any, has compieted and s2gned the Listing Broker secfianfs), or. if appicable. an AganWisual Inspection Disdosure (CAR. Form AVID). Nothing stated herein relievw a Buyer‘s Broker, If any, fmm the obligation to (I) conduct a reasonabty competent and difigent visual inspection cf the accessible areas of the Property and disdose. on Secfion IV of the TDS, or an AVID, materiai facts affecting the value or desirability ofthe Property thatWere ar should have baen reveafed by such an inspection or m) complete any semi ans on all disdosures required to be completed hy Buyer‘s Broker. (3} Note lo Buyerand Seller. Waiver of Statutory and Lead Disclosures is prohibited by Law. (4) Win me time specified in paragraph 14A. (i) Seller. unless exempt from the obligation to provide a TDS, shall, complete and provide Buyer with a Seller Property Quesfionnaire (CAR. Form SPO); (ii) if Seller is not required m provide a IDS. Seiier shal completa and provide Buyer with an Exempt Seller Disclosure (C.A.R. Form BSD). ' (5) Buyer shall. within the fime specified in paragraph 148(1). return Signed Copies of the Statutory, Lead and other disclosures to Seller. D. (6) In the event Seller or Usflng Broker. prior to Close 0f Escrow. becomes aware of adverse conditions materialty afiacting the Property, or any malaria! inaccuracy in disclosures. information or represent'au'ons previousty provided to Buyer, Seller shali promptly provide a subsequent or amended disdosure or notice, in writing covering those items. However, a subseqUent or amended disclosure shafl not be required for condifinns and material inaccuracies of which Buyer is otherwise aware, m which are disclosed in reports pmvided to or obtained by Buyer or ordered and paid for by Buyer. (7) lf any disclosure or notice specified in paragraph 1QA(1), or subsequent'or amendad disclosure or notice is Defivered to Buyer after the offer is Signed. Buyer shall have me right to cancel this Agreement within 3 Days After Defivery in persun, ur 5 Days After Deilven/ by deposit m the mail, by giving written notice of cancellation to Sener or Sellers agent. NATURAL AND ENWRONMENTAL HAZARD DISCLOSURES AND OTHER BOOKLETS: Within the time spedfiad in paragraph 14A. Seller shall. if required by Law: (i1 Deliver to Buyer earthquake guide(s) (and questionnaire), environmental hazards booklet and home energy radng pamphtet: (ii) disciosa if the Property (s located in a Special Flood Hazard Area; Pmenual Handing (Int‘ndau'an) Area: Vety High Fire Hazard Zone; State Fire Responsibiliw Area; Earthquake Fault Zone; and Seismic Hazard Zone: and (iii) disclose any other zone as required by Law and provide any other infomau'on required for those zones. WITHHOLGNG TAXES: Within me fime specified in paragraph 14A. to avoid required withholding. Sale! shall Deliver to Buyer or quafified substitute. an affidavit sufficient to’comply with federal (FIRPTA) and Caifomia withholding Law (CAR Form AS or OS). MEGAN'S LAW DATABASE DISCLOSURE: Notice: Pursuant ta Sem'on 290.46 of the Pena! Code, infurmafian about specified registered sex offenders is made available to the pubfic via an Internet Web site mainmined by the Department of Jusfice at www.meganslaw.ca.gov. Depending on an offender's criminal history. this Information will include either the address at which the ofiender resides or the community of residence and ZIP Code "tn which he or she resides. (Neither Seller nor Brokers are required to checkmis website. H Buyer wants further infurmafion, Broker recommends mat Buyer obtain Information from this website duxing Buyer‘s inspection contingency perind. Brokers do not have expertise in this area.) NDTicE REGARDING GAS AND HAZARDOUS UQUID TRANSMISSioN PIPELINES: This notice is being provided simply lo inform you that informaflon about the genera! location of gas and hazardous liquid transmission pipelines is availabie to the public via the National Pipeflne Mapping System (NPMS) Internet Wat: site maintained by the United Btaxes Department of Transportau'on at httpfllwmmpmaphmsadotgovl. To seek further information about possible transmission pipafines near ’me Property, you may contact your local gas utility or other pipellne operators in the area. Contact information for pipeline npemtors is searchable by ZIP Code and county on the NPMS IntemetWeh site. ~ CONDOMINIUMIPLANNED DEVELOPMENT NSCLOSURES: (1) SELLER HAS: 7 (or ___) Days Afier Acceptance to disclose t6 Buyer if the Property is a condomlnlum, or is located in a planned deveiopment o: other common interest subdivision (CAR. Fprm SPQ or ESD)‘ Buyers ‘nifial’ML H V ) Seller‘s lni’a'als ( ak ) ( ) {mmmm RPAaCA REWSED 1 2115 (PAGE 4 OF 10) Wm: CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT (RPA-CA PAGE 4 0F 10) PmuccdMm zlnanO byzipLog‘m 18070 Fifiwn Mlle Rand. mer. Michigan 48025W high Me. Property Address: 14305 Leigh Ave, San Jose. CA 95124-2912. Date: April 13, 2017 , ‘ E. Buyer shall receive a CLTNALTA “Homeowners Poficy oanie Insurance”, if apph'cable to me type ofproperty and buyer. If hot. Esomw Holder shat! natify Buyer. A title company can provide informafion about the availabéfity. covemga, and cost of other title policies and endorsemems. If file Homeownefs Poiayis nut availabie, Buyer shall choose another policy, instruct Escrow Holder in writing and shall pay any inuease in cost. 14. TIME FEfiloDS; REMOVAL OF CONTINGENCIES; CANCELLA'HON RRGHTS: The following time periods may only be extended. apemd, modified or changed by mutual written agreement. Any removal of contingencies or cancellation under this pamgmph by emmr Buyer or Seller must be exercised in good faith and in writing (CAR. Form CR or CC). A. SELLER HAS: 7 (or m) Days Afier Acneptanca to Deliver to Buyer all Reports, disclosures and information for which Seller is responsible under paragraphs 5, 6, 7, 86(5), 10A, B, C, and F, 11A and 13A. (1. by the time specified, Seller has not Delivered any such item. Buyer after fimt Deivering to Seller a Notice to Seller to Perform (C.A.R. Form NSF) may cancel :his Agreement. B. (1) BUYER HA8: 17 (or 19*) Days Afler Acceptance, unless otherwise agreed in writing. to: (i) compleie all B'uyer Investigations: review all disclosures, reports, lease documents to be assumed by Buyer pumant to paragraph 88(5). and other appficable infomafl on. which Buyer receives [Tum Seller, and approve ali markers affecting the Property; and (ii) Deliver to Seller Signed Copies of Statutory and Lead Disclosures and othgr disclosures Deivered by Seller in' accordance with paragraph 10A. (2! Within the time spedfied in paragraph 143(1), Buyer may requwt that Seller make repaim or take any other action regarding the Propany (CAR. Form RR). Safler has no obligation to agree to or raspond to (CAR. Form RRRR) Buyer's requesm. (3) By the end of the time specified in paragraph 148(1) (or as othetwise specified in this Agreement), Buyer shall Deliver to Seller a removal of the applicable coming ency or cancellation (CAR. Form CR or CC) of this Agreement. However, if any report. disdosure or informafion far which Sellaris responsibie is not Deiivered within the n‘me speclfled in paragraph 14A, then Buyer has 5 (or ) Days After Defivcry of any such item. or the time specified in paragraph 148(1). whichever is {ater‘ to Deliver to Seller a remm-IETof the appficable contingency or cancellauon of this Agreement. (4) Continuation of Contingency: Even after the end of the time specified in paragraph 148(1) and before Seller cancels. if at all, pursuant to parmraph 14D. Buyer retains the right. in writing. to either G) remove remaining contingencies, or (ii) cancelthis Agreement based on a remaining contingency. Once Buyer's wn'tten remove! 0t all confingendes is Defivered to Seller. Safler may not cancel this Agreement pursuant to paragraph 14D(1). (5) Access to Property: Buyer shalt have access to the Property to conduct inspections and investigations for 17 (or m) Days After Acceptance, whether or not any part of the Buyer's Investigation Contingency has bean waived or removad. C. BREMOVAL 0F CONTINGENCIES WITH OFFER: Buyer remaves the contingencies specified in the attached Contingency Removal form (CAR. Form CR). if Buyer removes any contingency without an adequate understanding of me Property‘s condition or Buyer‘s ability 10 purchase, Buyer is acting against the advice of Broker. ' D. SELLER RIGHTTO CANCEL: {1) Seller right to Canoe}: Buyer Contingencics: (f, by the time specified in this Agreement, Buyer does not Deliver to Seller a removal o! the appficabla contingency or cancellation 01 this Agreement. than Seller. after first Delivering Lo Buyer a Nouoe to Buyerto Perform (CAR. Form NBP), may cancel this Agreement. In such event. Seller shall authmize the return of Buyers deposit, except f0: fees incuned by Buyer. (2) Seller right to Cancel; Buys: Contract Obligations: Seller, afier first derwexing to Buyer a NBP, may canoe! this. Agreement if. by me time specified in ‘his Agreement, Buyer does not take the following acfion(s): (i) Deposit funds as raquired by paragraph 3A, or SB or If the funds deposited pursuant to paragraph 3A or SB are not good when deposited; (ii) Deliver a notice of FHA or VA coax or terms as required by paragraph 30(3) (CAR. Form FVA); (iii) Defiver a letter as required by paragxaph 3J0); (iv) Denver verification. or a satisfactory verification if Seller roasonabiy disapprovas of the verificau‘on already provided, as required by paragraph 3C or 3H; (v) In writing assume or accept leases or Hens specified in 835; (vi) Return Statutory and Lead Disclosures as raquirad by paragraph 1UA(5); or (vii) Sign or initial a separate liquidated damages form for an increased deposit as required by paragraphs SB and 21 B; or (vfii) Provide' evidence of autharity to sign in a representative capacity as specified in paragraph 19. {n such event. Sefier shat! authorize the return of Buyer's deposit. exceptfor fees incurred by Buyer. 4 E. NOTICE TO BUYER OR SELLER T0 PERFORM: The NBP or NSF shall: (i) be in writing; (ii) be signed by 111a appfxcable Buyer or Seller; and (iii) give the other Party at {east 2 (or __*) Days Afier Delivery (or until the time specified in the applicable paragraph. ' mimevat occurs last) to take the applicable action. A NBP or NSP may not be Delivared any earfier than 2 Days Prior to the expiration of the appicabie fima forthe other Party to remove a contingency or cancel this Agreement or meet an oHiga‘Jon specified in paragraph 14. F. EFFECT 0F BUYER'S REMOVAL OF CONTINGENCIES: If Buyer removes. in writing, any comingency or canceliafion rights, unless ofilerwlse specified in writing. Buyer shall conclusively be deemed to have: (i) completed all Buyer Investigations, and review of reports and other appficable information and disclosures pertaining to that contingency or canceflafion right; (in elededto procsed with the transaction; and (iii) assumed all liability. responsibility and expanse for Repairs or corrections pertaining to that contingency or cancellation fighter forme inability tn 0min financing. G. CLOSE OF ESCROW: Before Buyer or Seller may canoe! this Agreement for failure of the other Party to close escrow pumuant to this Agreement, Buyer or Selier must first Denver to the other Party a demand to clnse escraw (CAR. Form DCE). The DOE shall: (i) be signed by ihe amicable Buyer or Seller; and (ii) give the other Party at least 3 (or 3 Days After Delivery to clnse escrow. A DCE may not he Defivered any eaflier than 3 Days Prior to the scheduled close of escrow. H. EFFECT OF CANCELLATION ON DEPOSITS: 1f Buyer or Seller gives written notice of cancellation pursuant (o rlghts duty exercised under the (ems of this figreemeni. the Parties agree to Sign mutual instructions ta cancel the sale and escrow and release deposits. il any, to the party entitled to the funds. less fees and costs incurred by that party. Fees and cosis may be payable to S&Nice providers and vendors for services 3nd produats provided dufing escrow. Except as specified below, release of funds will require mutual signed release insmlcflons from the Parties judicial decision or arbitration award. If either Party fails to execute mutual instrucfions m cancel escrow, one Party may make a wn‘tten demand to Escrow Hotder fur (he deposit. (CAR. Fawn BDRD or SDRD). Escrow Holder. upon receipt. shall promptly deliver notice of the demand to the other Party. If. within 10 Days After Escrow Holder’s notice, me other Pany dues not object to the demand. Escrow Haider shall disburse the deposit to the Party maidng the demand. If Eacrow Holder compiles with the preceding process, each Party shafl be deemed to have released Escrow Holder from any and all claims or liablity related to the disburse: of the deposit. Escrow Holder, at its discretion, may nonetheless require mutual cancellation inslmmions. A Patty may he su ject to a civil penalty of up to $1,000 for refusal to sign cancellation instructions if no good faith dispute exists as. to whn entitled to the deposited funds (Civil Code §1057L3). Buyer’s lnttlals< DH )( m N H __ I Seller‘s |nitia£s( w“ ) ' RPA-CA REVISED 12115 (PAGE(OF 10) WWW“, CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT (RPA-CA PAGE 5 0F 10) M"""" Produced with 2(meuG by zipLog‘u 18070 Fmean Mia Rad. Fraser. Michigan 48026W Leigh Av: Property Address: 14305 Leigh Ave, San Jose, CA 95124-2912 Date: April 13, 2017 15. FINAL VERIFICATION OF CONDmON: Buyer shall have the right to make a final Ven‘fication of the Property within 5 (orUM ) Days Priorto Close 0f Escrow, NOT AS A CON‘HNGENCY OF THE SALE. but soidy to mnfirm: a) the Pmperty is maintained pursuantto paragraph 11; (ii) Repairs have been completed as agreed; and (Fm Seller has compied with Seller‘s other obfigafions under this Agmement (CAR. Fonn VP). 1G. REPAtRs: Repairs shall be compietad prior to final verification of condition untess otherwise agreed in writing. Repairs to be pedomed at Seller‘s expensa may be performed by Sewer or through others, provided that me work complies with applicable Law, induding ' governmental perm‘t. inspection and approval requirements. Repairs shall be performed in a good, skillful manner wiih materials of quatity and appearance comparable to existing materials. It is understood that exact restoration of appearance or cosmetic items faliowing all Repairs may not be possible. Seller shall: (l) obtain invoices and paid receipts for Repairs performed by cthexs; (ii) prepare a written statement indicating the Repairs performed by Sener and the date of such Repairs; and (iii) provide Copies of invoices and paid receipts and statements to Buyer prior to final verification of condition. 17. PRORATIONS OF PROPERTY TAXES AND OTHER ITEMS: Uniess omerwise agreed in writing, the following items shaa be PAID CURRENT and prorated between Euyér and Setler as of Close Of Escrow: real pmperty taxes and assessments, interest, tens, HOA regular, special, and emergency dues and assessments imposed pn‘or to Close Of Escrow. premiums on insurance assumed by Buyer, payments on bonds and assessments assumed by Buyer, and paymenm on Meuo-Roos and other Special Assessment District bonds and assessments that am now a Een. The following hens shall be amumad by Buyer WiTHOUT CREDIT toward the purchase price: prorated payments on Meflo-Roos-and other Special Assaqsment Dishict bands and assessments and HOA speciai assessments that are now a Hen but no! yet due. Property wit! be reassessed upon ohanga of ownership. Any supplemental tax bins shall be paid as foliom: (i) for periods after Ciose 0f Escrow. by Buyer: and (ii) for payiods prior to Closa Of Escrow. by Seller (see CAR, Form SPT or SBSA for mnherinformafion). TAX BILLS ISSUED AFTER CLOSE OF ESCROW SHALL BE HANDLED DIRECTLY BETWEEN BUYER AND SELLER. Prorafions shal be made based on a 30-day month. 18. BROKERS: A. COMPENSATION: Seller or Buyer. or both. as appiicable. agree to pay compensation to Broker as specified in a separate written agreement between Bmker and tfiat Seller or Buyer. Compansafion is payable upon Close Of Escrow, or if escrow does not close. as otherwise specified In the agreement between Broker and that Salter or Buyer. ' B. SCOPE OF DUTY: Buyer and Seller acknawledge and agree that Broker: (i) Does not decide what pfioe Buyer shank! pay or Seller should accept; (ii) Does not guarantee the cnndifion of me Property; (iii) Does not guarantee the performance, adequacy or completeness of inspections, services, products or repairs provided or made by Seller or others; (iv) Does not have an obigation to conduat an inflection of common areas or areas off the site of the PropeI’tY: (VI Shall not be responsible for identifying defects on the Property. in common areas. or oflsite uniess such defecm are visually observable by an inspection of reasonabky accmsible areas of the Property or are known to Broker; (vi) Shall not be responsible for inspecting pubic records or permits concerning the -tifla or use of Property; (vii)$hafl not ba responsible for identifying [he location of boundary lines or other items affecting fine; (viii) Shall not be tesponsible tor verifying square footage. representafions of others or information contained in Investigation reports, Muttiple Listing Service, advertisements, ‘Ytyers or ather promotional material; (ix) Shall not be responsible for determining the raw market vaIUe of the Property or any persona! property Included in the sale: (x) Shall not be responslble for providing legal or tax advice regarding any aspect of a transaction entered into by Buyer or Seller; and (xi) Shall not be responsible far providing other advice or information that exceeds the knowledge. education and experience required to perform real estate (icensed acuvity. Buyer and Seller agree to seek legal, tax, Insurance. title and other desired assistance from appropriate pmfessionals. 13. REPRESENTATIVE CAPACITY: [f one or more Pames is signing this Agreement in a representative capacity and not far himrherseff as an individual then that Party shall so indicate in paragiaph 31 or 32 and anach a Representative Capacity Signature Disclosure (C.A.R. Fonn RCSD). Wherever the signature or initials of the representaUVe idenh’fied in the RCSD appear on this Agreement or any related documenm, it shall be deemed to be in a representative capacity for the entity described and not in an indiVidUal capacity, unlss mherwise indicated. The Party acting in a represenxaflve capacity (z) represents that the entity for which that party is acfing already exlsm and (ii) shall Deliver to the other Party and Escrow Holder. within 3 Days After Acceptance, evidence of authority to ad in that capacity (such as but not limited to: applicable portion of the trust or Certification Of Tmst (Probate Coda $81005). letters testamentary, court order, powar of attorney. corporate resoiution. or formation documents of the business entity). , - 20. JOiNT ESCROW INSTRUCTIONS T0 ESCROW HOLDER: A. The following paragraphs, or applicabte ponions thereof, of this Agreement constitute the joint escrow instructions of Buyer and Selle: to Escrow Holder, which Escrow Holder és to use along with any related counter offers and addenda, and any additional mutual instructions :0 close the escrow: paragraphs 1. 3. 4B, SA‘ 6. 7. 100, 13, 14G. 17. 18A. 19. 20. 25. 29‘ 30. 31. 32 and paragraph D of the section titled Real Esxate Bmkeys on page 10, If a Copy of the separate compansafion agreemenfis) provided for in paragraph 18A, or paragraph D of the section titled Real Estate Brokers on page 1U is deposited with Escrow Holder by Broker, Escrow Holder shat! accept such agreement(s) and pay out from Buyer's or Selier's funds. or both. as applicabte, the Broker’s compensation provided for in such agreemenfls), The terms and conditions of this Agreement not set forth in the specified paragraphs are addib‘onal matters for the information of Escrow Hoider. but about which Escrow Holder need not be concamed. Buyer and Seller will receive Escww Holder's genera! provisions. if any. directly from Escrow Holder and win execute such provisions within the time spedfled in paragraph 7C(1)(c), To the extent the general provisions are inconsistent or conflict with this Agreement. the genera! provisions win controf as 10 me duties and obligations of Escrow Holder on». Buyer and Seller win execute additional instructions. documents and forms provided by Escrow Hoider that are reasonably ‘neca§ary to close the escrow and, a3 directed by Escrow Holder, within 3 (or M) Days. shall pay to Escrow Holder or HOA or HOA management company or others any fee required by paragraphs 7, 1O or elsewhere in this Agreement. B. A Cepy of this Agreement inciuding any counter offar(s) and addenda shalf be delivered to Escrow Holder w‘nhln 3 Days Afiar Acceptance (or ). Buyer and Seller authorize Escrow Holder to accept and reiy on Copies and Signatures as defined in this Agreement as originals. to open escrow and for other purposes of escrow. The validity of this Agreement as between Buyer and Seller is not affected by whether or when Escrow Holder Signs this Agreement. EScmw Holder shall provide Seller's Statement of Informafion t0 'fifie company when received ftom Seller. 1f Seller delivers an affidavit to Escrow Holder m satisfy Seller's FIRFTA obfigafion under paragraph 10C, Escrow Hoider shal! delivarto Buyer a Qualified Subsfituke sbakemenl that complies with federa| Law. I _ Bums mmm< > DH H 1 Seuers snifialsc fix )( w) RPA-CA REWSED 1 2115 (PAéE 7 OF 10) wmmw CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT (RPA-CA PAGE ? 0F 1o) WW Pmducnd v81}. szonnfl by ziang‘n 180m F'yfiocn Mia Road. me. Michigan $025Wm high Ave Property Address: 14805 L_ejgh Ava, San Jose, CA 95124-2912 Date: April 13, 2017 C. Brokers are a party to the escrow for the sole purpose or compensation pursuant to paragraph 18A and paragraph D of the El section titted Real Estate Brokers on page 1o. Buyer 'and Seller irrevocably assign to Brokers compensation specified in paragraph 18A, and irrevocabry instruct Escrow Holder to disburse those funds to Brokers a! Close Of Escrow or pursuant to any other mutualiy executed cancellafion agreement. Compensation instructions can be amended or revoked only with the wn'tten consent of Brokers. Buyer and Seller shall release and hold hamless Escrow Holder from any liabiiity reaming tram Escrow Hotdet's payment to Brokar(s) of compensation pursuant to this Agreement. . Upon receipt, Escrow Holder shall provide Seller and Seiler's Broker verification of Buyer's deposit of funds pursuant to paragmph 3A and BB. Once Escrow Holder becomes aware of any of the foliowing, Escrow Holder shall immediateiy notify afl Brokers: (i) if Buyer's initial or any additional deposit or down payment is not made pursuant to this Agreement, or is not good at time of deposit with Escrow Holder. or Gi} if Buyer and Seller instmct Esarow Holder to cancel escrow. A Copy 0f any amendment that afiecm any paragraph of this Agreement for which Escrow Holder is rwponsibia shall be delivered to Escrow Holder within 3 Days afler mutual execution ofthe amendment. 21.REMEDIES FDR BUYER‘S BREACH OF CONTRACT: A. Any clause added by the Parties specifying a remedy (such as release or forfeiture of deposit or making a deposit Bu nonordundable) for failura of Buyer to complete the purchase in violation of this Agreement shall be deemed invalid unless the dause independently satisfies the statutmy liquidated damages requirements set forth in the Civil Code. UQUIDATED DAMAGES: If Buyer fails to complete this purchase because of Buyer’s default, Seller shall retain. as liquidated damages, the deposit actually paid. If the Property is a dwelling with no more than four units, one bf which Buyer intends to occupy, then the amount retained shail be no more than 3% of the purchase price. Any excess shall be returned to Buyer.-Except as provided in paragraph 14H, release of funds will require mutual, Signed release instructions from both Buyer and Seller, judicial decision or arbitration award. AT THE TIME 0F ANY INCREASED DEPOSIT BUYER AND SELLER SHALL SIGN A SEPARATE LIQUIDATED DAMAGES PROVISION Buyer’s InmaisQf I Sew: initials ' INCORPORATING THE INCREASED DEPOSIT AS LIQUIDATED DAMAGES (CAR. FORMzzg. l --,.-... '22. DISPUTE RESOLUTION: A. MEDIATlON: The Patties agree to mediate any dispute or claim arising between them out of this Agreement, or any resulting transacfion, before resorfing to arbitration or cuurt action through the CAR. Real Estate Mediation Canter for Consumers (www.wasumennediafionmrg) or through any other mediau‘on provider or service mutually agreed to by the Parties. The Parties also agree to mediate any disputes or claims with Brokerts), who, in writing, agree to sunh mediation prior to, or within a reasonable time after, the dispute or claim is presented to the Broker. Mediation fees, If any, shall be divided equally among the Parfies imalved. lf, fur any dispute or claim to which this paragraph applies, any Pany (I) commences an action without first attempting to resolve the matter through mediation. or GD before commencement of an action, refuses to mediate afler a request has been made, then that Party shall not be enfifled to recover attorney few, even if they would otherwise be available to that Party in any sudw action. THIS MEDIATION PROVISION APPLIES WHETHER OR NOT THE ARBITRATION PROVISION IS INITIALED. Exclusinns from this mediation agreement are specified in pamgraph 22C. ~ . ARBlTRA'HON OF DISPUTES: The Parties agree that any dispute or ciaim in Law or equity arising between them out of this Agreement or any resulting transaction, which ls not settled through mediation. shall be decided by neutral, binding arbitration. The Parties also agree to arbitrate any disputes or claims with Brokerts), who, in writing, agree to such arbitration prior to, er within a reasonable time after, the dispute or claim £3 presented to the Broker. The arbitrator shalt be a retired judge orjustice, or an attorney with at least 5 years of residential real estate Law experience, unless the parflw mutually agree to a different arbih-ator. The Parties shall have the right to discovery in accordance with ' Code of Civil Procedure §1283.05. In all other respects, 1he arbitration shall be conducted in accordance with Title 9 of Part 3 of the Code of Civil Procedure. Judgment upon the award of the arbitratoris) may be entered into any court having jurisdiction. Enforcement of this agreement to arbitrate shall be governed by the Federal Arbitration Act. Exclusions from this arbitration agreement are specified in patagraph 22c. "ND‘HCE; BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TD HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE 'ARBHRAHON 0F mSPUTES' PROVISION DECIDED BY NEUTRAL ARBHTRAHON AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY ‘RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LlTiGATED IN A COURT OR JURY TRIAL. BY INITIALJNG 1N THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS T0 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 CAUFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THis ARBITRATION PROVISION IS VOLUNTARY." “WE HAVE READ AND UNDERSTAND THE FOREGOWG AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATYERS INCLUDED IN THE 'ARBITRATION 0F DISPUTES' PROVISION TO NEUTMBITRATION.” Buyers Initials P l Seller’s Initials / . ADDITIONAL MEDIATION AND ARBITRAUON TERMS: (1). EXCLUSIONS: The following matters are excluded from mediation and arbitration: (i) a judlclat or nan-judicial foreclosgre or other action or proceeding to enforce a deed of trust. mortgage or installment land sale contract as defined in civil Code §2985; (ii) an unlawful detalner action; and (iii) any matter that is within the iurisdicfion of a probate, small claims or bankmjltfiy court. ' I Buyerslnmam V u ) Seller'slniuats( %)( ) RPA-CA REViSED 12/15 (PAGE 8 OF 10) CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT (RPA-CA PAGE 8 0F 10) Praducod with thormfl by zipngb: wow Fiflmn Mlle Road. chor, Mldflgnn £8026WM high Ava Property Address: 14305 Leigh Ave, San Jose, CA 951242912 Date: April 13, 2057 (2) PRESERVATION 0F ACTIONS: The following shall not constitute a waiver nor violation of the mediation and albitration provisions: (i) the filing of a court action to preserve a statute of iimitations; (H) the filing of a court action to enable the Iacording of a notice of pending action. for order of attachment, receivership. injunction, Dr other provisions! remedias: or (iii) the filing of a mechanic‘s lien. (3) BROKERS: Brokers shall not be obligated nor companed to mediate or arbitrate unless they agree to do so In uniting. Any Brokefls) parficlpafing in mediation or atbflmtinn shall not be deemed a party to this Agreement. x 23. SELEC‘HON 0F SERVICE PROVIDERS: Brokers do not guarantee the performnce ofany vendots. service or product providers ('Praviders"). whether referred by Broker or selected by Buyer, Seller or other person. Buyer and Seller may seiect ANY Providers of their own choosing. 24. 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 rams of this transaction shall be provided to the MLS to be pubiished and disseminated to persons and amides authorized to use the infarmation on terms approved by the MLS. 25. ATTORNEY FEES. In any action, proceeding. or arbitration betwaen Buyer and Seller arising out ofthis Agreement the prevailing Buyer or Seller shail be entitled to reasonable attorney fees and costs from the non-prevaifing Buyer or Seller except as provided m paragraph 22A. 26. ASSIGNMENT: Buyer shall not assign all or any part of Buyer‘s interestm mis Agreement without first having obtained the separate written consent of Selier to a specified assignee. Such consent shall not be unreasonabiy withheld Any total or partial assignment shall not relieve Buyer of Buyer’s obligations pursuant to this Agreement unless otherwise agread in wn‘tlng by Seller. (CAR. Form AOAA). 27. EQUAL HOUSING OPPORTUNITY: The Property is sold in compliance with federai. state and local anti-diecriminaflon Laws. . 28. TERMS AND CONDITIONS OF OFFER: This is an uffer to purchase the Propeny on the above terms and conditions. The tiquidated dainages paragraph or the arbitration of disputes paragraph ls incorporated In this Agreement if initialed by all Parties or if Incorporated by mutua! agreement in a counter offer or addendum. If at least one hm nut all Parties initial, a counter offer is required until agreement is reached. Seller has the right (o continue to offer me Pmpeny for sale and xo accept any other offer at any time prior to notification of Acceptance. The Parties have read and acknowledge receipt of a Copy of the offer and agree tokhe confirmation of agency relationships. If this offer-is accepted and Buyer subsequently defaults, Buyer may be rmponsvble for payment ofBrokers‘ compensation. This. Agreement and any supplement, addendum or modificau'on, including any Copy. may be Signed in two or more counterparts, all ofwhich shalt constitute one and the same wn'fing. 29. “ME OF ESSENCE; ENflRE CONTRACT; CHANGES: Tyma is cf the essence All undersmndings between the Parties are incorporated In this Agreement IStam axe intended by The Parties as a final. compéete and exclus’ve expression oftheir Agreement With respectm is subject matter. and may not be contradided by evidence of any prior agreement or contemporaneous oral agteement. If any provision ofmis Agreement is he‘d to be inaffacfive or invafid, the remairfing prouisionswiu nevenhekess be given luli force and effect. Except as otherwise specified, this Agreement shad be interpreted and disputes shalt be reserved m accordance wm the Laws ofme state of Cafifomia. Neither this Agreement nor any provision in itmay be extended, amended mvdified, altered or changed except m wming Signed by Buyer and Seller. 3o. DEFINITIONS: As used in this Agreement: .”Acceptance" means the time the offer or final counter offer is accepted in writing by a Party and is delivered to and persona!» received by me mher Party or that Patty's authorized agent in accordance with me terms ofthis offer or a finai counter offer. 8. “Agreement" means this document and any counter offers and any Incorporated addenda, collectivety forming the binding agreement between me Parties. Addenda are incorporated oniy when Signed by all Parties. C. “C.A.R. Form" means the most current version ofthe specific form referenced or annular comparable form agreed to by the parties. Dr "Close Of Escrow”, including ”00E“. means' the date (he grant deed, or other evidence oftransfer of tide, ls recorded. E. "Copy” means copy by any means including photocopy. NCR, faxinila and electronic. F. “Days" means calendar days. Howaver. after Acceptance, the last Day far performance of any act required hy this Agreement (Including Close Of Escrow} shall n01 include any Samrday‘ Sunday. or lega! holiday and shall instead be the next Day. G; “Days After" means the specified number of calendar days after the occurrence of me event spedfied, not counting the calendar date on which the specified event occurs, and ending at 1 1:59 PM on the final day. “D'ays Pn‘or" means the specified number of catendar days before the occurrence of the event specified, not counting me cafendar date on which the spasm ad event is scheduled to occur. t. “Deliver“, “Dalivamd” or “Delivery". unless otherwise specified in writing. means and shall be effective upon: patsonal receipt by Buyer or Seller or the individual Rea! Estate Licensee for that pn‘ncipal as specified in the section fined Real Estate Broken; on page 10. regardiass unhe method used (1.8.. messenger. mail, emaii, fax, other). J. “Elecwonic Cupy" or “Electronic Signature" means. as applicable, an electronic copy or signature complying with Cafifomia Law. Buyer and Seller agreeihat electronic means will not be used by either Party to modify or alter the content or integn’ty of this Agreement w'rlhoutthe knowiedge and consent of me other Patty. K. ”Law“ means any law, code, statute, ordinance, ragulation. puts or order, which is adopted by a controlling city, county, state ur federa! lagislatlva, Judim’al or executive body or agency. L. “Repairs" means any repairs Oncluding pest contml), afterations. replacements, modificafions or retrofitting of ‘he Propsny providedfor under this Agreement M. "Signed" means either a handwrrtten or electronic signature on an original document Copy or any counterpart. 31. EXPIRAHON 0F OFFER: This offer shafl be deemed revoked and the deposit. if any, shall be ratumed to Buyer unless the offer xs Signed by Seiler and a Copy of the Signed offer is personalty reserved by Buyer, or by Don Sabafim‘ who'us authorized ta receive it, by 5:DD PM on the third Day a‘ter this offer (s signed by Buyer (or by E] UAM/LJ PM. on (date?) Dane or more Buyers Is signing this Agreement in a representafiva capacity and not for him/herseh' as an individual. See attached Representau've Capacity SignatureWeakHR Form RCSELB) for additional terms H FV' 04/14/2017 6:15:27‘- Date . BUYER . (Print name) David Herrera Date BUYER (Print'name) , D Additiona! signature Addendum attached (CAR. Form ASA). RPACA REVISED 12115 [PAGE 9 OF 10] CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT (RPA-CA PAGE 9 0F 10) WW"? Pmduced wixh zipFamw by zipLoglx 18070 Flflun MIIL Road. Fraser, Michigan 43025W uxgh Av:Severe Inmam )( W) Property Address: 14305 Leigh Ave, San Jose, CA 95124-2912 Date: April 13, 2017 8. Megan's Law Database Disciosure: The sale is not exempt from the requirement that residentia! sales contracts contain the foilowing notice regarding the availability of information about registered sex offenders: "Notice: Pursuant to Section 290.46 of the Penal Code, infomafion about specified registered sex offenders is made available to the public via an lntemet Web site maintained by the Department of Justice at www.megansiaw.ca.gov. Depending on an offender's criminal history, this information win include either the address at which the offender resides or the community of residence and ZIP Code in which he or she resides.“ (Neither Seller nor Brokers are required to check this website. if Buyer wants further information, Broker recommends that Buyer obtain information from this website during Buyer‘s inspection contingency period. Brokers do not have expertise in this area.) 7. Tax Withholding: The sale is not exempt from providing information pertaining to the withholding obligation under either the federal “FIRPTA” or the Caiifomia withholding requirements upon the sale of rea! property. Federal: For federal purposes, a norwesident alien includes a fiduciary. A trustee is treated as a non» resident even if alt beneficiaries are citizens or residents of the United States. State: The trust may be exempt from withholding (but not the completion of the reai estate withholding certificate) if: (i) the trust was revocable prior to the decedent's death; (ii) the Property was last used as the decedenfs principal residence; and (iii) the trustee is electing to treat the trust as part of the decedent's estate under IRC- § 645 (see Instructions for FTB Form 593-6). 8. ' Brokers: A. Inspection: The sale is not exemgt from the Broker‘s obligation to conduct a reasonably competent and diligent visual inspection of the accessible areas of the Property and disciose to Buyer material facts reveaied by such an inspection in the-sale of residential property containing one~to~four dwelfing units. Brokers may do so on C.A.R. Form AVID. B.Agency: The sale 'isW from the ob|igation to provide agency reiationship disdosure and confirmation forms in the sale of residential property containing oneto-four dwelling units. c t T 0N : 1. Local Law: Local law may impose obligations on the transfer of real property (such as the installation of low flow toilets or shower heads, emergency gas shut-off valves or installation of smoke detectors). Local law should be consulted to determine if sales by a trustee of a trust are exempt from such requirements. 2. Death: 1f the Property is being sold because of the death of an occupant of the Property, and if Buyer has concerns about the manner, location or detaiis of the death, then Buyer should direct any specific questions to Seller. By signing below, the undersigned acknowledge that each has read, understands and has received a copy of this Trust Advisory. Buyer [Mjk i “1‘ 0411412017 6:15:36 Date David Herrera Buyer Date Seuer WQLM Date ffl¥//7 Shelley H&ns’ovn I Seller Date ©2008. Cafifomia Assac'mion of REALTORSQ Inc. Limited Siam; copyright law (Tide 17 US. Code) fotbida the unauthor‘ued diarrlbufion. display and reprodudJon or tfi: form. or any portion Ihareof, by photocopy machlno or any ether means, including facsimile or cumputerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCWHON OF REALTORS® (CAR). N0 REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY 0R ACCURACY OF ANY PROVISION IN ANY SPECIHC TRANSACTION. A REAL EST¢TE BROKER IS THE PERSON QUAUHED TO ADVISE ON REAL ESTATE v T , Y L R TAX ADVlCE, CONSULT AN APPROPRIA E PROFESSIONAL. _ fivfifigggfi rvasab‘ Olfgisr’gleefi’qprgassbmk through an agreemant with or purchan from the Camornia Asssoc'auon‘ of REALTORSRI. k is nut intended to idemfy the user as a REALTDRQ REALTOR®Is a regis‘tumd colficotiv: mtmberehip mark which may be used only by members of tho NATIONAL ASSOCIATION 0F REALTOR$® who subscribe to its Code of Ethics. Euhliswd and Diuribuced L-v: REAL hZS’l'fl‘l‘T. BZISTHESE SERVICES. INC. a alxhszi'fiary o: the Calizurnia Association or. REALTORS-n s 52$ SouLh Viral: Avan-m, [ma.- Rngn-lezz, Calirornia f‘Liit2C- I Reviewed by Date J mum“: TRUST ADVISORY (TA PAGE 2 0F 2) ?raduced Mm zipFner by zipLogh: 18070 FéflcmMM Road, Fraser, Michigan 48025Wm £5191 AwTA 1 1H4 REVISED (PAGE 2 OF 2} Property Address: 14305 Leigh Ave, San Jase, CA 951244912 Date: April 13, 2017 32. ACCEPTANCE 0F OFFER: Seller warrants that Seller is the owner of the Property, or has the authority to execute this Agreement. Seller accepts the above offer, and agrees to sen the Property on the above terms and conditions. Seller has read and acknowiedges receipt of a Copy of this Agreement. and authorizes Broker (a Deliver a Signed Copy to Buyer. D (1f checked) SELLER'S ACCEPTANCE IS SUBJECT T0 ATTACHED COUNTER OFFER {C.AR. Form SCO or SNCO) DATED: Done or more Sellers is signing this Agreement in a representative capacity and not for himlherself as an individuak. See attached Represe ' Capacity Signature Disc sure (CAR. Fa RCSD-S) for additional terms. o I ’ U Date {/‘2” ’7' SELLER . 771/ 57464/ (Frill! name) Shelley Hanson Date SELLER (Print name) U Adamo I 3' nature Addendum attached (CAR. Form ASA). ( / ) (Do not initial if making a counter offer.) CONFIRMATION OF ACCEPTAVEV Copy o! Signed Accep‘ance was ((n'mals) arsenal! received by Buyer or Buyer‘s authorized agent an (date) V /¢/’7 at Q .' 35“ EAM/ PM‘ A binding Agreement is created when a Copy of Signefi Ac’ceptance is personally mcelved by Buyer nr 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 intended to evidence the date mat Continuation of Acceptance has occurred. REAL ESTATE BROKERS: A. Real Estate Bmkers are not parties to the Agreement between Buyer and Seller. B. Agency rdafionships are confirmed as stated in pamgraph 2. C. If specified in paragraph 3M2), Agent who submitted the offer for Buyer acknowledges receipt of deposit D. COOPERATING BROKER COMPENSA'HON: Listing Broker agrees to pay Cooperating Broker (Selling Firm) and Cooperating Broker agreas to accept. out of Lisflng Broker’s proceeds in escrow. the amount specified in the MLS. provided Cooperating Broker is a Participant of the MLS in which 1he Property is offered for sale or a reciprocal MLS. If Listing Broker and Cooperating Broker are not both Participants of the MLS. or a reciprocal MLS. in which the Pmperty is offered for sale‘ then compensatlon must be specified in a separate written agreement (CAR, Form CBC). Declaration of License and Tax (CAR. Form DLT) may be used to dccumenfihattax reporting wit! be required orthat an axempfion exists. Re e I 'n ""rm) Realty World Castlerock CalBRE Lie. # 01329715ByWWm {3? Don Sabatim' CaIBRE Lic, # 01329715 Date O4N4/2017 14137101 By CaiBRE Lic. # Date Address 1281 Linc Mae #114 City San Jase State Ca. Zip 95125 Telephone L »' Fax Eomail danwcasflerockxom Real Estate B u.aw ‘ . . . d Castlarorzk CaIBRE Llc. # 01329715 By k. Don Sabazins oaIBRE Lia. # 01329715 Date 9’ / t/ / '7 By \_./ j CaIBRE LIc. a: Date ’ ’ Address 1261 Lincoln Ave Suite 114 City San Jose State Ca. Zip 95125 Telephone (42828594932 Fax E~mafl DaancastIeroggézom ESCROW HOLDER ACKNOWLEDGMENT: Escrow Holder acknoMedges receipt of a Copy of this Agreement, (i! checked. D a deposit in the amount o! S }, oounteroflernumbers [ISeller's Statement of Information and . and agrees tr: act as Escrow Holdersubject to paragraph 20 or this Agreemenl, any supplemental escruw instructions and the terms of Escrow Holder‘s general provksions. ' Escruw Howe: is advised that the date of Confirmafinn of Acceptance of the Agreement as between Buyer and Seller is Escrow Holder Escrow 3: By , Date Address PhoneiFaxlE-mal! Escrow Holder has the iollowing {icense number if E] Department of Business Oversight.D Department of Insurance. L1 Bureau of Real Estate. PRESENTATION 0F OFFER: ( ) Listing Broker presented this offer to Seller on (date). Broke! or Designse lnifials REJECTION 0F OFFER: ( ) { Seller‘s Initiate ©159t~ 2015. Calicmia Associafion of REALTORSE. (no. United States copyright law (me 17 U‘S. Code] forbids lhe unamhon'zed diwibution. disptay and repmdmfion of flwis fom. 0r any portion thereof. by phalocopy machine ox any tamer means. including ficslmile or computefizcd fumats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCiATlON OF REALTOR5® (CAR). NO REPRESENTATION [S MADE AS TO THE LEGAL VALIDITY OR ACCURACY 0F ANY FROVISION 1N 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 APPROPRlATE ?ROFESSIONAL. ) No counter offer is being made. This offer was rejected by Sener on (date). Published and Distributed by: Buyer Acknowiedgas that page 1D is part ofthis Agreement ( UH ) ( ) REAL ESTATE BUSINESS SERVICES, INC. Buyer's (nitials a subsidiary OHM CALIFORNIA ASSOCIAWON OF REALTORSE ‘53 South W911 Avunua, Les Angeles. California 90020 Reviewed by WWW RpAvCA REV‘SED 12’15 (PAGE 10 0f 10] Eakcr or Designea «Iamml CAUFORNIA RESIDENHAL PURCHASE AGREEMENT (RPA-CA PAGE ’1 0 OF 10) Prnducod wflh zipfv‘omw by ziangix 180m szm-n Mifio Road. Fmaot. Mich’gan 43026WW Lugn Ave i c A L i F o R N I A .g A s s0c {A 1r y 0 N BUYER s ’NSPECT‘ON ADVISORY 9’ ox: R e A LT o R 3 w (CAR. Form BIA, Revised 11/14) Property Address: 14305 Lelag Ave. San Jose, CA 9512442912 ¥ ("Property"). 1. VIMPORTANCE 0F PROPERTY INVESTIGATION: The physical condition of the land and improvements being punchased is not gfmranteed by either Seller or Bmkem. You have an affirmative duty to exercise reasonable care to protect yourself, including discovery of the legaI. practicat and technical implications of disclosed facts, and the investigation and verification of infomafion and facts that you know or 11131 are within your diligent afienfian and observation. A genera! physicat inspection typically does not cover all asped§ of the Property nor items affecting the Property ma! are not physically located on the Property. 5f the professionals recommend further Investigations, including a recommendation by a pest control operator to inspect inaccessible areas of the Property, you should contact qualified emerts to conduct such adcfitional invesu‘gations. 2. BROKER OBLIGATIONS: Brokegs do nut have expertise in all areas and therefore cannot advise you on many items, such as those listed below. H Broker gives you referrals tn professionals, Broker does not guarantee their performancé. 3. YOU ARE STRONGLY ADWSED TD MESHGATE THE CONDITION AND SUITABILITY 0F ALL ASPECTS OF THE PROPERTY. INCLUDONG BUTNOTUMIITED T0THE FOLLOWING. IFYOU D0 NOTDOSO,YOUAREACTINGAGAINSTTHE ADVICE 0FWOKERS. A. GENERAL CONDi‘flON OF THE PROPERTY, ITS SYSTEMS AND COMPONENTS: Foundation, roof (condition, age. leaks, useful fife), plumbing, heating, air conditioning, ekectrical, mechanical, securiiy‘ pooi/spa (cracks, leaks. operation), other structural and nonstructural systems and components, fixtures, built-in appliances, any personal property induded in the sale, and energy efficiency of the Property. B. SQUARE FOOTAGE, AGE, BOUNDARIES: Square footage. mam dimensions, lot size. age of impruvements and boundaries. Any numerical statements regarding these items are APPROXIMATIONS ONLY and have no! been verified by Seller and cannot be verified by Bmkers. Fences, hedges, walls, retaining walls. and other barriers or markers do not necessarity identify true Property boundaries. C. WOOD DESTROYING PESTS: Presence of, or conditions likery to lead to the presence of wood destmying pass and organisms. D. SOIL STABlLlTY: Existence of fill or compacted soiI, expansive or convecting soil, suscepfihility to slippage, setfling or movement, and the adequacy of drainage. E. WATER AND UTILITIES; WELL SYSTEMS AND COMPONENTSMIASTE DtsPOSAL: Water and utility availability, use resmcfions and costs. Water quality, adequacy, condition. and performance of well systems and components. The type, size, adequacy, capacity and condition of sewerand septic systems and components. connection: to sewer, and applicable fees. F. ENVIRONMENTAL HAZARDS: Potential environmental hazards, including, but not limited to, asbestos. lead-basad paint and other lead contamination, radon. me‘hane. omer gases, fuel oil or chemical storage tanks, contaminated suil or water. hazardous waste. waste disposal sites, electromagnetic fields, nuclear sources, and other substances. materiafs. products, or conditions (induding mold (airborne, toxic or oiherwise), fun gus or simitar contaminants). . EARTHQUAKES AND FLOODING: Suscepfibmty ofthe Propertyto earfiquakelselsmic hazards and propensity of the Pmpefly to flood. . FIRE, HAZARD AND OTHER iNSURANCE: The availability and oust of necessary or desired insurance may vary. The {ocau'on of (he Property in a seismic. flood or fire hazard zone. and other conditions, such as the age of the Property and the claims history of the Properly and Buyer. may affect the availabitity and need far certain types of insurance. Buyer should explore insurance options eafly as this information may affect other decisions, including the removal of loan and inspection cunfingencies. L BUILDING PERMITS, ZONING AND GOVERNMENTAL REQUIREMENTS: Permits, inspections. cerfificates. zoning. other gnvemmenta! limitafinns, restrictions, and requirements affecting the current or future use of the Property, its development or size. J. RENTAL PROPERTY RESTRICTIONS: Some cities and counties impose restrictions (hailimit the amount of rem that can be charged, the maximum number of ocoupants, and the n'ght of a landlord to terminate a tenancy. Deadboit or other locks and security systems for doors and windows‘ including window bars, shouid be examined to determine whether they satisfy legai requirements. K. SECURtTY AND SAFETY: State and local Law may require the installation of baniers. access alarms, seif-Iatching mechanisms and/or other measures to decrease the risk to children and other persons of existing swimming pools and hot tubs. as wel! as various fire safety and other measures concerning other features of the Pmperty L. NEIGHBORHOOD, AREA, SUBDIVISION CONDITIONS; PERSONAL FACTORS: Neighborhood or area conditions, including schools, law enforcement, crime statistics, registered felons or offenders, fire protection, other government services, availability, adequacy and cost of intemet connections or other technology services and installations, commerciai, industrial or agricuflural activities. existing and proposed transportation, construcxlon and development mat may affect noise, view, or traffic, airport noise, noise or odor from any snume, wild and domestic animals, other nuisances. hazards, or circumstances, pmtected species, wetland properties, botanical diseases, historic or other govemmemally pmtected sues or improvements, cemeteries. facilities and condition of common areas of comman interest subdivisions, and pussibte Iack of compliance with any governing documents or Homeowners‘ Association requirements, conditions and Influences of significance to certain cultures and/ar religions, and persanal neads. requirements and preferences of Buyer, By signing below, Buyers acknowiadge that they have read, understand, accept and have received a Copy of this Advisory. Buyers enc raged to read it carefqgvf.» Buyer m7 wwzowenam Buyer DawaHemm Q 1991-2004. Califamia Assodallon uf REALTORSQ, Inc. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORSQ (CAR). N0 REPRESENTATION Is MADE As TO THE LEGAL VALIDITY 0R ACCURACY 0F ANY PROVISION lN ANY SPECIFIC TRANSACHON. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTQONS. ‘F YOU DEERE LEGAL 0R TM ADVICE. CONSULT AN APPROPRIATE PROFESSIONAL Pubishad and Dism‘buted by: REAL ESTATE BUSINESS SERVICES, INC. IQ a 3 subsidl‘aiy aftha Cafifomia Associahan afREALTORSE " ,, 525 South Virgil Avenue. Los Angales. Cafitomia 50020 Reviewad by __Dale BIA REVISED 11114 (PAGE 1 0F 1} mmm BUYER‘S INSPECTION ADVISORY LBIA PAGE 1 OF 1) “"m RAWWW wauk. 1161 Llnmm Ave 4" l4 Sun Join, CA 95125 Phone: mm‘l”: Fax: Mun Ave nowd Subuflnl huduced wnh zlgFomm by zipLogix 18070 Ewan Mi): Road. Pram. Midnlgan 48026W CALIFORNIAA“ . ‘ TRUST ADVISORY ‘ A 5 5 0C X A T 10 N A For Properties Being Said by the Trustee of a Trustv O E R E A LT 0 R s “I (am. Form TA, Revised 11/14) Property Address: 14305 Leigh Ave, San Jose, CA 951242912 (“Propeny”). The Property is being held in a revocabie or irrevocable trust for the benefit of those persons or entities named as beneficiaries in the trust. For the purpose of the sale of the Property. the trustee of the trust is treated as the Seiier. Many obligations imposed upon sellers, particulady sellers of real property containing one-to~four dwelling units. may not be applicable to the sate of the Property. However, even though Seller is exempt from many obligations, Sefler must still mmply with many others. Further} even though a Seller may be exempt from V certain obligations, a real estate broker's obligations may still appiy. This Advisory is intended to inform Buyer and Seller of their rights and obligations independent of those established by the contract between them.W 1. TDS, NHD, Mello-Roos, improvement Bond Act, Supplemental Property Taxes, Private Transfer Tax: Seller is 939mg: from providing Buyer with the Rea} Estate Transfer Disclosure Statement (TBS), Naiura! Hazard Disclosure Statement (NHD), a Mello-Roos district lien disclosure, an Improvement Bond Act of 1915 notice. a Suppiemental Property Tax notice. and a Noiice of Private Transfer Tax pursuant to California Civil Code §§ 1102 et seq. However, mis exgmgtign dogg 5]ng apgly :9 a gang}: ' ' naturl rsonwhisth cit ee emtand o "erf r owner ofthe Progegg orwas gn gccuggnt in gossgssion of the Progegty within the graceding yéar. 2. Earthquake Guides: Seller is exemgt from providing either a Homeowners or Commercial Property Owner‘s Guide to Earthquake Safety. 3. Smoke Detectors: The sale is 533mm from the State requirements that. for gingjg Emily residgnces, a written statement of compliance be provided to Buyer. RE ENT : 1. Disclosures: Seiler isW from common iaw and statutory duties conceming fraud and deceit, even though the specific TDS Form is not required to be completed. Seller remains obligated to disclose known material facts affecting the value and desirabiiity of the Preperly. 2. Hazard Zones: Seller is not exempt from applicable statutory obligations to disclose earthquake fault zones, seismic hazard zones. state fire reSponsibility areas, very high fire hazard severity zones. special flood hazard areas and flood hazard zones pursuant to the Public Resources Code. Government Code and ' United States Code, even though, pursuant to the Civil Code, the specific NHD Form is not required to be completed. 3. Water Heaters: The sale is not exgmg; from the State requirement that water heaters be properly anchored. braced or strapped and that Seller provide a written statement of compliance to Buyer. 4. Lead-based Paint: The Seller is not gxgmp: from the federal obligation to: (i) disclose known lead-based paint and lead~based paint hazards; (ii) provide Buyer copies of reports or studies covering lead-hased paint and hazards on the Property; (iii) provide Buyer wiih the pamphlet “Protect Your Family From Lead m Your Home;” and (iv) give Buyer a 10-day opportunity to inspect for lead~based paint and hazards, if the Pmperty contains residential dwemng units and was constructed prior to 1978. 5. Carbon Monoxide Devices: The sale is not exemm from the State requirement that on or before July 1, 201 1, for all existing single family dwelling units. and on or before January 1, 2013, for all other existing dwelling units. the owner must instail a carbon monoxide device approved and listed by the State Fire Marshal! in ihe dwelling unit if the dwemng Unit has a fess” fuel buming heater or appliance. fireplace, or an attached garage. Buyer's Initials r )( JH )( _. _._._.~ Sellers initials ( fin m) Dam i Rewewed by TRUST ADVISORY {TA PAGE 1 OF 2] Raw Wand magma. IBM hhcom Arum 148m Junc,CA 95125 Phone: 403-859‘2931 Fax: KAN" A" Donnie! Suhzinl Pvmumd with dpt-‘anno bv zlanqlx 13070 Hanan Mac Road. me. Wchluw W5Wu ,_ 0 2003, California Aascciaflon of REALTORSQ Ina l ralAL unm- moum-av TA 11114 REVISED (PAGE 1 OF 2) JV Agreement: 14305 Leigh Avenue San Jose, CA 95124 APN#: 41942011 EXHIBIT B Settlement Statement FINAL BUYER'S STATEMENT - Continued 5 DEBH'S $ CREDITS TiTLE & ESCROW CHARGES (continued) Tine ' Special Courier Fee Fidemy Nationa: Tiue Company 46.00 Policies to be issued: Loan Policy Coverage: S1.990,625.00 Premium:81.704.00 Version: ALTA Loan Policy 2006 RECORDING CHARGES Recording Fees Lawyers Title 238.00 MISCELLANEOUS CHARGES Homeowners Insurance Premium Kay Pacey Insurnace Services Inc 5,743.21 Buyers refund per instructions Samuel L. Lee 37,918.24 Subtotals 2,048,875.00 2.048.875.00 TOTALS _ 2,048,875.00 2.048.875.00 SAVE THls STATEMENT FOR lNCOME TAX PURPOSES Page Z Ou’ Z (FSBC-OZTI7QO375/30) May 24. 2017 6‘17 PM f’ EXHIBITB JV Agreement: 5401 Claremont Avenue Oakland, CA 94618 _ APNtt: 014427301600 JOINT VENTURE AGREEMENT This AGREEMENT made this 6th day of March 2017, by and among DMJ Home Solutions LLC ("PARTNER 1") with an address of 2059 Camden Avenue, Suite 154, San Jose, CA 95124 and Afvind K. Agarwal & Neelo ' Agarwal Trustees of the Agarwal Trust Dated August 2, 2001 (”PARTNER 2”) with 'an address of 11487 Lindy Place, Cupertino, CA 95014, (hereinafter sometimes referred to as individually as a Z'Venturer" and collectively as the “Venturers”). W [TNESSETH: WHEREAS, the Venturers have formed a Joint Venture (the "Venture"} to acquire, renovate and sell for a projected, but not guaranteed, profit that certain real property located at and commonly known as 5401 Claiemont Avenue, Oakland, CA 94618 (the "Property" which acquisition, renovation, and syndication are referred to collectively as the "Project"); and = ' WHEREAS, PARTNER 1 shall acquire title to the Property on or about May 12, 2017 for the sum of One Million ~ Eight Hundred Sixty Five Thousand Dollars ($1,865,OOO) pursuant to that certain contract dated February 28 2017 (”Contract” and hereby attached as Exhibit A), and WHEREAS, PARTNER 1 is an experienced real estate investor and renovator and based upon its experience and reputation, has secured financing for the Project in the sum of Three Million Dollars ($3,000,000) (the loan documents including the Note and Mortgage are referred to collectively as the ”Loan” and the Settlement Agreement from escrow is hereby attached as Exhibit B); ' ‘ ' WHEREAS, PARTNER 2 is desirous of working jointly with PARTNER 1 on the Project to gain experience in real estate investing and renovation, WHEREAS, the Venturers desire that their interest in the venture, the services to be:rendered thereto and the profits derived therefrom, and any liability for losses arising out of the performance thereof, be defined by an agreement in writing. ,w NOW, THEREFORE in consideration of the sum of One and 00/100 ($1 00} Dollar and other good an'd valuable consideration, the receipt of which is hereby acknowtedged, and upon the premises and mutual covenants and agreements herein contained, the parties hereby constitute this as their Agreement for the purpose of acquiring the real property, completing the Project, and making available the funds necessary for the compietion of the Project and to carry out the Project, and do hereby agree as follows: ARTICLE I. Name, Principal Place of Business, Purpose, Business to be Carried on, and Objectives to be Effective 1.0. The Venture shall not engage in any business or activity other than acquiring the real property and improvements described above, renovating same; and completing the Project. Nothing herein shail be construed or deemed to establish any other purpose for the Venture nor to constitute the parties hereto as partners for any other purpose nor to prohibit their pursuit of other business interests or activities. 1.1. Except as expressly provided herein to the contrary, the rights and obligations 30f the Venturers and the Page 1 JV Agreement: 5401 Claremont Avenue Oakland, CA 94618 APN#: 014-1247301600 administration and termination of the Venture shall be governed by the laws of theState of California. 1.2. The principal place of business of the Venture shall be Address of PARTNER 1. 1.3. Subject to the provisions of Article Vl hereof, the Venture shall rbe empowered to: (a) acquire the Property in accordance with that certain Contract; (b) construct the improvements thereon; (c) sell the Property; (d) mortgage or convey the reai property owned by it; and (e) complete the Project and to enter into, perform, and carry out contracts of any kind necessary or incidental to or required in connection with the accomplishment of the purposes of thé Project. 1.4. PARTNER 1 shal! assign the proceeds of the Loan and any other construction‘j loans and other financing obtained to the Venture to be used for renovation including all construction of thejProject, or if it is unable to assign such proceeds, to cause them to be applied to the Venture's use; ' 1.5. PARTNER 2' hereby designates PARTNER 1 as the agent of the Venture with sole discretionary authority to enter into all contracts of construction and of supply in connection with the renovation of the Project; ARTICLE ll. Contributions to the Project 2.0. Simultaneously with the execution of this Agreement, the Venturers shall take the following action and make the following contributions to the Venture: 2.1. PARTNER 2 shatl contribute the sum of Five Hundred Thirty One Thousand Dollalrs ($531,000) ("PARTNER 2 Contribution”) and shall use said sum in addition to the initial proceeds advanced from the Loan to acquire titie to the Property and implement the Project pian. 2.2. PARTNER 1 shall provide Project management and access to its network of contractors and vendors. Subject to the terms of this Agreement, PA‘RTNER 1 shall use its best efforts to: maintain cost control over the construction of the Project; maintain and control the construction schedule for efficient progress of the Project; negotiate and/or bid the various Construction contracts; review and pass upon, on behalf of the Venture, submissions, requests, and questions of the contractors and make decisions as required; review the validity of change order requests and pass upon them accordingly; pass upon samples, mockvups, and tests offered. by contractors for approval; coordinate with all government agencies and local utility companies to provide for proper permits, approvais, and connections as required, and pass upon decisions related thereto and, on behalf of the Venture, receive and pass upon all matters related to the day-to-day operations and construction of the project to provide for its orderly and expeditious completion. As used herein, construction shalt be deemed complete upon the issuance of a permanent Certificate of Occupancy. 2.3. Should the costs of the Project exceed the amount of the construction holdback funds as set forth in the Loan disbursement statement, then, upon mutual consent, the Venturers shall contribute the funds necessary to account up to the additional costs in the respective percentages that they shall share in the profits and losses of the Venture as set forth herein (“make-up funds”). If one Venturer fails to contribute the necessary make~up funds within five (5) business days of demand, the contributing Venturer may contribute the necessary make-up funds on behalf of the non-contributing Venturer whereupon they shaH receive interest on this contribution at the rate of fifteen (15%) percent per annum and shall be reimbursed said funds including interest from the non~contributing Venturer’s share 0f the profits. Page 2 JV Agreement: 5401 Claremont Avenue Oakland, CA 94618 APN#: 014-127301600 ARTICLE HI. ; interest of the Profits and Losses, and Costs and Expenses of the Venture 3.0. PARTNER 2 shall own an undivided Twenty (20%) percent interest and PARTNER 1 shall own an undivided Eighty (80%) percent interest in the profits and losses of the Project. The determination of profits and losses shall be made by the mutual consent of the Venturers using generally accepted acéounting practices. Should the Venturers be unable to agree on a finat determination of profits and Iosses,§then the parties, at their respective sofe costs and expense, shall each select a certified public accountant vého together shall attempt to make a finél determination of profits and losses according to generally accepted accounting practices. Shoutd the respective accountants be unable to agreepn a final determination of profits and losses, then the accountants shaH agree on the selection of an independent third accountant, who shaH make a final determination of profits and losses which determination shall be binding on the Venturers. 3.1 Included in the cost calculation in Section 3.3 shall be PARTNER 2’s Guaranfeed Return of $79,650 if PARTNER 2 Contribution is returned in 12 months from the date of the Agreement. {After 12 months, for each month and partial month after PARTNER s’ Guaranteed Return shall be increased by $6,638 each month. 3.2 Costs and expenses of the Venture shall include but not be limited to: closing costs, construction costs, lenders fees and cost, mortgage principal and interest, loan principal and interest, PARTNER 2 Contribution, PARTNER 2‘s Guaranteed Return, insurance costs, taxes, utilities, accounting fees, attorneys fees and real estate commissions paid to third party realtors unaffiliated with either Venturer (it being understood that members of both Venturers are licensed real estate agents and as such the Venturers hereby agree that should any of said members, their employs or partners receive a real estate commission for services rendered in conjunction with the sale of the Property, that such net commission be added back into the Project as a profit to be distributed in accordance with the percentages set forth in this Article II! above. 3.3 Profits and losses shall be calculated as follows: a. Gross Sales Price; minus b. Closing costs incurred in the acquisition of the Property, including but not limited to attorneys fees, lenders fees, inspection fees, appraisal fees, title search fees, title insurance costs and other customary and reasonable closing costs; minus c. Ctosing costs incurred in the sale of the Property, including but not timited to attorneys fees, conveyance taxes and other customary and reasonable closing costs; minus d. Reai estate taxes; minus e. Water and sewer use-charges/taxes/assessments; minus f. Payoff of mortgage Ioans, PARTNER 2 Contributions including but not limited to all unpaid principal, interest, late fees, prepayment fees, exit fees and escrow fees; minus g. PARTNER 2’s Guaranteed return, minus h. Unpaid construction costs; minus i. Unpaid insurance premiums; minus j. Unpa3d and flnai utility bills; minus k. Realtor commissions; equals L Profit or loss to be divided as set forth in this Article Ill above. Page 3 JV Agreement: 5401 Claremont Avenue Oakland, CA 94618 APN#: 014427301600 ARTICLE IV. Cross-Default; Cross-Collateralization. PARTNER 1 acknowledges and agrees that any default under the terms of this Agreemeht shall constitute a default by the Company under this Agreement. The security interests, Hens and other rights and interests 3n and relative to any of the personal propem/ and other Property Developments of PARTNER 1 now or hereafter shall be granted to PARTNER 2 by PARTNER 1 pursuant to any agreement, document or instrument, including, but not limited to, this Agreement, the Purchase Agreement or the Note, shall serve as security for any and aH of the Obligations, and, for the repayment thereof, PARTNER 2 may resort to any such colKateraf in such order and manner as PARTNER 2 may elect. Shall other Property Deveiopments shall included: ' ' Property Address APN # Loan Amount ' Expected Value 1 18831 Arata Way, Cupertino, CA 95014 375-12‘032 $1,890,000 I $2,850,000 2 462 Hun Avenue, San Jose, CA 95125 246-116-052 $ 993,000 . $1,550,000 ARTICLE V. Deposit and Withdrawal of Funds 5.0. All costs and expenses for the Project shall be requisitioned from, PARTNER 1, and upon approval, shall be paid by said lender directly on behalf of the Venture directly to the vendors. 5.1. AH contracts and requisitions involving an amount of over $2,500.00 shall require the signatures of both Venturers. All contracts and requisitions involving an amount of under $2,500.00 may be signed by the. individual responsible for the item for which the check is drawn. ‘ 5.2. The books of account will be maintained at the office of PARTNER 1 and shall be kept in accordance with recognized accounting principles. The books and records of the Venture and of the Project may be reviewed by any of the Venturers upon two (2) business day's advance not‘uce. Within ten (10) days after the end of each and every calendar month during the pendency of the Project, an itemized statement of all monies received, due; owing, and expended will be submitted to each of the Venturers. [t is understood that this and alt accounting services shall be the sole responsibility of PARTNER 1 and if required, PARTNER 1, in its sole discretion, may employ the services of an outside independent certified accountant the cost of which shall be deemed a cost of the Venture. 5.3. None of the Venturers shall have the right to borrow money on behalf of any other Venturer, nor to use the credit of any other Venturer for any purpose. ARTICLE VI. Termination of the Agreement 6.0. The term of this agreement shall commence upon its execution by all Venturers and shall continue until the happening of the first of the following events (Termination Events); (a) Sale of the Property; or (b) Upon written consent of all Venturers. Page 4 JV Agreement: 5401 Claremont Avenue Oakland, CA 94618 APN#: 014427301600 ARTICLE VII. ~ Management and Respective Duties of the Venturers 7.0. The day-to-day Management of the Project shall be vested in PARTNER 1. 7.1. Notwithstanding the respective duties of the Venturers as described herein, in the event any one or more of the Venturers hereto become unable to perform their duties as a result of death or a permanent mental or A physical disability, that Venturer' s reSponsibilities shall be distributed to the remaining Venturers by a majority vote 7.2. The term of this Agreement may only be modified by a unanimous vote of the \(enturers, 7.3. Except as may be otherwise provided in the Agreement, no Venturer, without the written consent of the other Venturers, shaH make, draw, accept, or endorse any bill of exchange, check promissory note or other instrument for the payment of money or guarantee any debt or account on behalf of the Venture or pledge the credit of the Venture in any way 7.4. Except as may be otherwise provided in this Agreement, no contract, note, fdeed, bond, mortgage, or other instrument shall be a valid obligation of the Venture or a Hen upon any of the assets of the Venture untess the execution thereof is authorized by the Venturers and is signed and executed in the name of the Venture in the manner as may be authorized by the provision of this Agreement. 7.5. In all events, the Venturers shall use reasonable efforts to notify a(l other Venturers of any significant action on behalf of the Venture or its intention with respect to any significant action which it proposes to take, and shall from time to time, as appropriate in the circumstances, call meetings of all Venturers to advise them of developments in the Project. 7.6. The Venture shall indemnify and hold harmless each person or entity who is oréwas a Venturer, a party in any Project which is itself a partnership, an officer, director, or stockholder of any corporate party, and agent appointed by the Venture and the successors, heirs, executors, and administrators of each of them (herein the Indemnified Parties) from and against any loss, expense, damage, or injury suffered or sustained by it by reason of any act, omission, or alleged act or omission arising out of its activities with respect to the Project, including, but not limited to any judgment, fine, penalty, award, settlement, reasonabie attorneys' fees, and other costs or expenses incurred 'm connection with the defense of any actual or threatened action, suit, proceeding, investigation or claim, civil, criminal, administrative, legislative, or other, or any appeal relating thereto which .is brought or threatened either by or in the right of the Project (herein called a derivative action), or by any other person, governmental authority, or instrumentality (herein calied a third party action), (and including any payments made by any party to any of its Venturers, officers, directors, or stockholders pursuant to an indemnification agreement not substantially broader than this Section); provided that the act, omission, or alleged act or proceeding, investigation, or claim: (i) in the case of a derivative action, was not performed or omitted fraudulently or as a result of willful malfeasance by such Indemnified Party; and (ii) in the case of a third party action, was performed or omitted in good faith in what the Indemnified Party believed to be in, or not opposed to, the best interests of the Project. To the extent that an Indemnified Party has been successful on the merits or otherwise in defense of any such proceeding or in defense of any claim or matter therein, it shall be deemed that the applicable criteria established in (i) or (ii) of the preceding sentence have been satisfied. The determination under any circumstances as to whether an Indemnified Party acted fraudulently, with willful malfeasance, or in good faith in what the Indemnified Party believed to be in, Page 5 w JV Agreement: 5401 Claremont Avenue Oakland, CA 94618 APN#: 014427301600 or not opposed to, the best interest of the Project shalI, unless the parties agree that indemnification is‘ appropriate, be made by independent legal counse! seiected by the parties in a written opinion or by a court of appropriatejurisdiction. Expenses incurred in defending any derivative action orEthird party action shali be paid by the Project as they are incurred upon receipt, in each case, or upon an undertgking by or on behalf of the relevant Indemnified Party to repay such amounts, unless it shall ultimately; be determined that such Indemnified Party is entitled to be indemnified by the Project in accordance With this Section. The indemnification provided hereunder shaH not be deemed exclusive of any rightsgto which the Indemnified Parties may be-entitled under any applicable statute, agreement, or otherwise. ' 7.7. AN judgments against the Venture and the Venturers, wherein the Venturers are entitled to indemnification, shall be satisfied with the Venture‘s assets. 7.8. Except as to any misrepresentation or the breach of any agreement or cdvenant contained in this Agreement, none of the Venturers shall be liable, responsible, or accountable to the Venture or to any other Venturer for any loss in connection with the Venture's business, if such Venturer aéts in good faith and is not guilty of willful misconduct. 3n addition, any liability of a Venturer to the other Vénturers or to the Venture shall be iimited to such Venturer's interest in the Venture, ahd no Venturer or partner ofa Venturer shaH have any personal liability to the other Venturers or the Venture, except to the extent that funds are required by this Agreement to be lent or contributed or are wrongfully obtained, 7.9. The Venture shall reimburse each Venturer for payments made and liabilities and expenses necessarily incurred by each Venturer in the conduct of the business of the Venture or for the preservation 0f the business and property ofthe Venture, but there shall be no reimbursement for overhead expenses. ARTICLE VIIL Insurance Requirements 8.0. The Venture shall obtain and retain in force insurance with such companies, in such amounts, and against such risks as the Venturers may determine but not less than any insurance policy limits required by any lenders. The premiums shalt be an expense of the Venture. ART1CLE IX. Books and Records, Fiscal Year, and Accountants 9.0. The Vehture shall keep or cause to be kept full and true books of account reflecting all Venture and Project transactions. Said books of account shall be maintained at the principal office of the Venture and shall be open to the inspection and examination of the Venturers ‘or their representatives during business hours. 9.1. The Venturers agree that the books of account shall be audited by the certified public accountants (or by such other firm as they may mutually select) regularly employed by PARTNER 1, and that said firm shaH prepare all required federal, state, and city partnership income tax returns the cost of which shall be an expense of the Venture. Page 6 JV Agreement: S401 Claremont Avenue Oakland, CA 94618 APN#: 014-127301600 ARTICLE X. Restrictions on Disposition of Interest in the Venture 10.0. The Venturers agree that during the term of this Agreement they will not sell, assign, transfer, pledge, encumber, or in any other way dispose of any of their interests in the Venture, nor any right, title or interest therein (herein deemed a disposition of its interest in the Venture), and that no sale, assignment, transfer, pledge, encumbrance, or other disposition thereof whatsoever or of any right, title, or interest therein, shall be valid or binding during the period of the Project. 1 10.1. The Venturers agree that during the term of this Agreement they wIH not sell, assign, transfer, pledge, encumber, or in any other way dispose of any note; bond, or other evidence of indebtedness of the Venture, if any, which it may hold for monies contributed to or advanced by it to the Venture or any part thereof (herein deemed a disposition of its interest in the Venture), and that no sale, asgignment, transfer, pledge, encumbrance, or other disposition thereof whatsoever shaH be valid or binding during the term of this Agreement. 10.2. Any sate, assignment, transferkpledge, encumbrance, or other diSposition with respect to any interest in the Project in violation of the terms of this Agreement shall be nuil and void, and shall confer no right or title whatsoever in the vendee, assignee, transferee, grantee, pledgee, or mortgagee thergegf. ARTICLE XL Limits of Agreement 11.0. The relationship between the Venturers shall be limited to the consummation of the Project except for' the terms of the Cross~Default; Cross~Collateralization in ARTICLE Iv. Nothing herein shall be construed to create an agency or partnership between the Venturers for any other purpose or to authorize any of the Venturers to act as general agent for any other Venturer 'In any other context or matter or to permit any of the Venturers to bid for or to Undertake any other contracts or agreement for any other Venturer. ARNCLE X“. ' Notices 12.0. Unless otherwise specified in this Agreement, all notices, demands, requests, or other communications which a Venturer may desire or be required to give hereunder shall be in writing, shall be deemed given when received, and shall be sent by registered or certified mail with return receipt requested, addressed to the other Venturers at their most recent address, with a copy thereof to such addressees' attorneys. A Venturer may change the_ address to which notices a‘re to be sent by notice given as aforesaid.- ARTICLE XIII. Genera! Provisions 13.0. This Agreement shall be binding upon and inure to the benefit of the Venturers hereto and their reSpective heirs, executors, administrators, successors, and assigns. 13.1. This Agreement is made pursuant to the laws of the State of California and shall be construed in accordance therewith. Page 7 JV Agreement: 5401 Claremont Avenue Oakland, CA 94618 APN#: 014427301600 13.2. This Agreement cannot be changed, discharged, or terminated orally. 133. This Agreement may be executed in any number of counterparts and each ofisuch counterparts shall be deemed to be an original, and this Agreement shall be binding on every Venturer who shal! execute any one of such counterparts. v 13.4. If any provisions hereto shall be hetd unenforceable or void, then such provision shall be deemed separable from the remaining provisions and shaH ‘m no way affect the validity of this Agreement. IN WITNESS WHEREOF, the parties to this Agreement have signed their names the déy and year first above written. . - I PARTNER 1 .By: b\W David Herrera DMJ 'Home Solutions, LLc PARTNER 2 By: Arvind Agarvcal, Z Trustee, of the Agarwal Trusted Created August 2, 2001 Page 8 JV Agreement: S401 Claremont Avenue Oakland, CA 94618 APN#: 014427301600 EXHIBIT A Contract Agreement DocuSign Envelope ID: 68720081 41293435368314 193781 2CDBF ‘\ c A L I F 0 R N I A DISCLOSURE REGARDING _ g'g A s s o c: I A T 1 o N REAL ESTATE AGENCY RELATIONSHIP £ tn; S ll‘ F‘ B'1 0F REA ”0R5 (Asfeéuéi‘fd$32,333.98on . (C.A.R. Form AD, Revised 12114) D (If checked) This form is being provided in connection with a transaction for a leasehold interest exceeding one year as per Civil Code section 2079 13(k) and (m). When you enter into a discussion with a real estake agent regarding a real estate transaction you should from the outset understand what type of agency relationship or representation you wish to have with the agent'm the transaction SELLER'S AGENT A Seller’s agent under a Iisfing agreement with the Seller acts as the agent for me Seller only. A Seifer's agent or a subagem oiihal agent has the following affirmative obligations. ‘ To the Seller: A Fiduciary duty of utmost care. integrity. honesty and loyaky in dealings with the Seller. To the Buyer and the Seller: (ammgent exercise of reasonable ski" and care in performance of the agent's duties. (b)A duly of honest and fair dealing and good faith (c)A duty to disclose an facts known to the agent maierially affecting the value or desirability of the propedy that are not known to or within the diligent attention and observation of the parties An agent is not obligated to reveal to either party any confidential information obtained from the other party that does not involve the affirmative duties set fonh abovel BUYER‘S AGENT A selling agent can. with a Buyer's consent, agree to act as agent for me Buyer only. In these situations the agent is not the Seller's agent even if by agreement the agent may receive compensation for services rendered. either m full or in part from the SeHer. An agent acting only for a Buyer has the following affirmative obligations: To the Buyer. A fiduciary duty of utmost care, Integrity honesty and loyalty m dealings wim the Buyer To the Buyer and the Sever. (a)Diligent exercise of reasonable skin and care in performance of the agent’s duties. (b)A duty of honest and fair dealing and good faith. (c)A duty to disclose ail facts known to the agent materially affecting the value or desirability of the propeny that are not known 10. or within the diligent attention and observafion of. the parties. An agent is not obligated to reveai to either party any confidential information obtained from the other party that does not involve the affirmative duties set forthabove. AGENT REPRESENTING BOTH SELLER AND BUYER t A real estate agent either acting directly or through one or more associate ticensees can legally be the agent of both the Seller and the Buyer in a transaction. but only with the knowledge and consent of both the Selfer and the Buyer. In a dual agency situation, the agent has the following affirmative obligations to both the Seller and the Buyer: (a)A fiduciary duty of utmost care integrity honesty and loyalty In the dealings with either the Seller or the Buyer. (b)Other duties to the Seller and the Buyer as stated above in their respective sections. in representing both Seller and Buyer. the agent may not, without the express permission or the respective party, disclose to me other party that the Seiler wilt accept a price less than the Nsting price or that (he Buyer will pay a price greater man the price offered. The above duties of the agent in a real estate transaction do not relieve a Seller or Buyer from the responsibility lo protec! his or her own interests. You shouid carefully read an agreements to assure that they adequately express your understanding of the transaction. A real esiale agent ls a person qualified to advise about real estate If legal or tax advice ls desired consuit a competent professional Throughout your real property iransaction you may receive more than one disclosure form, depending upon me number of agents assisting in the fransaction. “me law requires each agent with whom you have more than a casual relationship to present you with this disclosure form. You should read its contents each time it i5 presented to you considering the relationship between you and the rea: estate agent in your specific transacfion This disclosure form includes the provisions of Sections 2079 13 to 2079 24, inclusive, of the Civil Code set forth on page 2. Read it carefully IIWE ACKNOWLEDGE RECEIPT 0F A COPY OF THIS DISCLOSURE AND THE PORTIONS OF THE CIVIL CODE PRINTED ON THE BACK (0R A SEPATTéFRSGEflhy GR 2/28/2017 [:1 Buyer a Seller U, Landlord DTenant Date DMMMHEEVEFna ,. D Buyer D Seller E] Landlord L] Tenant Dam Agent BRE Lic, # Real Estate Broker (Firm) By BRE Lic. i: Dale (Salesperson or Broker-Assoclate) Agency Disc|osure Compliance (Civil Code §2079 14): ~ When the listing brokerage company also represents Buyerffenant: The Listing Agent shall have one AD form signed by Seller/Landiord and a different AD form signed by Buyer/Tenant. o When SellerlLandlord and Buyer/Tenant are represented by different brckerage companies: (i) the Listing Agent shall have one AD form signed by -fiflgrfiWprd and (ii) the Buy’ mg{aflaagent shall have one AD form si Dpyugégwrflenant and either that same or a dif‘erent AD formWriflor iyqairne’p rt resenthémgfer. lfthe am istfijg. ?ellflrmay sign here: 2/27/2017 L133c357eor=5095t9 Swfimfiflmemz... Da‘e Keakuk Living, Inc / In The Now Investmenw Inc Smart Growth, Inc The copyright Iaws of the United Slates (Tulle 1 7 U.S. Code) forbid the unauthorized reproducfion of this form, or any portion lhereot, by photocopy machine or any other moans. including facsimile or computerized formats. Copyright© 1991-2010, CALIFORNIAASSOCIATION OF REALTORS®, INC. Reviewed by Dale ALL RIGHTS RESERVED. flaw AD REVISED 12/14 (PAGE 1 OF 2) DISCLOSURE REGARDING REAL ESTATE C T N P E Thc Georg: Burk Company. 125-41 Elaomfitld SI. STE 101 andio City C -\ 91604 Phone: (435)717 9769 Fax: StOI Clurcmont Mauhew Mnnin Pmduced wilh zipFom-m by zipLugix 18070 Fifteen M‘la Read Fmsot. Michigan 45026W Docqugn Envelope ID: 68720081029343533831-1 1937812008? CIVIL CODE SECTIONS 2079.24 (2079.16 APPEARS ON THE FRONT) 2079.13 As used in Sections 2079.14 to 2079.24. inclusive. the following terms have me following meanings: (a) “Agent” me’ans a person acting under pmvisions o! Tijle 9 (commencing with Section 2295) in a real propeny transaction, and inciudes a person who is licensed as a real estaie broker under Chapter 3 (commencing With Section 10130) of Part 1 of Division 4 of the Business and Prolessions Code. and under whose license a listing is executed or an offer to purchase is obiained. (b) ”Associate licensee" means a person who is licensed as a real esta‘e broker or salesperson under Chapter 3 (commencing with Section 101 30) of Pan 1 of Division 4 of me Business and Professions Code and who is either licensed under a broker or has entered inio a written contrad withia broker to act as the broker‘s agent in oonnecfion wflh acts requiring a real estate Iioense and to funcm‘on under the broker's supervision in the capacity of an associate licensee. The agent in the real property transaction bears responsibility for his or her associate licensees who perform as agents of the agent. When anzassociate licensee owes a duty to any principal, or to any buyer or seller who is not a pn'ncipal, in a r'eal propeny transaction, that duly Es equivalent to the duty owed to that party by the broker (or whom the associate licensee functions. (c) “Buyer“ means a transferee in a real property transaction, and includes a person who execute; an offer to purchase real pmpeny from a sefiler through an agent. or who seeks mg services of an agent in more than a casual, transitory. or preliminary manner, with the object of entering into a mat pmpeny uansacficn. “Buyer indudes vendee or lessee. (d) “Commercial real property” means all real propeny in the state, except single-famfly residential real property, dwelling unis made subject to Chapter 2 (commencing with Section 1940) of Tille 5, mobilehomes, as defined in Section 798.3, or reueafional vehicies, as defined in Section 799.29. (e) “Dual agent” means an agent acting, either directly or through an associate licensee, as agent for both (he sener and the buyer in a real property fransacfion. (f) ”Listing agreement” means a contact between an owner of real property and an agent, by which the agent has been authorized to sen the rear property or to find or obtain a buyer. (g) "Listing agent" means a person who has obtained a listing of real property {o am as an agent for compensation. (h) “Listing pn‘ce" is the amount expressed in donars specified in the listing tor which me sener is wimng to sen the real property through me listing agent. (i) “Offering price" is {he amount expressed in dollars specified in an offer to purchase for which the buyer is wining to buy the real property. (j) “Offer to purchase” means a Miner) wntract executed by a buyer acfing through a selling agent mat becomes the contract for the sale of the real property upon acceptance by the seller. (k) "Rwl property‘ means any estate specified by subdivision (1) or (2) or Section 761 in propeny that constituies or is improved with one to rout dwelling units. any commercial real property. any Ieasehold in mesa types of property exceeding one year's duration, and mobilehomes, when offered for sale or sold through an agent pumuant to the authority contained in Section 10131 .6 of the Business and Professions Code. (l) "Reai property transamion" means a transaction for lhje sale of real property in which an agent is emptoyed by one or more of the principals to am in that transadZon‘ and includes a listing or an offer xo purchase. (m) ‘Seu." “sale." or “sold" refers lo a \ransactlon fer the transfer of rea: property from the seller to the buyer. and includes exchanges of real property between the seller and buyer. uansaalons for me creation of a real propeny sales contract within the meaning of Secuon 2985, and transactions for the creation of a leasehold exceeding on'a year‘s duration. (n) “Seller” means the transferor in a veal property transaction. and includes an owner w‘no lists real property th an agent, whether or nck a transfer results, or who receives an offer to purchase real property of which he or she is the owner from an agent on behalf of another. “Sener” includes both a vendor and a lessor. (o) "Selling agent” means a listing agent who acts alone, or an agent who acts in cooperation with a listing agent. and who sells or finds and obtains a buyer fur the real property, or an agent who locates property for a buyer or who finds a buyer for a property for which no listing exists and presents an offer to purchase to the seller. (p) “Subagent” means a person to whom an agent delegates agency powers as provided in Article 5 (commencing with Section 2349) of Chapter 1 of Tlue 94 However. "subagenf‘ does not indude an assodate licensee who is acting under the supervision ofan agent in a real property transaction. ‘ 2079.14 Listing agents and selling agents shan pmvide the sener and buyer in a real preper’ty transaction with a copy of the discbsure form specified in Section 2079.16, and, except as provided in subdivision (c), shall obtain a signed acknowledgement of receipt from mat seller or buyer. except as provided in this section or Section 2079.15, as follow: (a) The listing agent, if any. shall pmvide the disclosure form to the seller prior to emering ink) thelisting agreement (b) The selling agent shall provide the disdosure form to the seller as soon as pramiwme pn'or lo presenting the seller Mlh an offer 10 purchase, unless the selling agenk previcusly provided the seller with a copy of the discioswe form pursuant to subdivision (a). (c) Where me selling agent does not deat on a fawto-faoe basis with the seller. the disdosure form prepared by ‘he selling agent may be furnished to the seller (and acknowledgement of receipt obtained for the setting agent from the seiler) by the listing agent, or the selling agent may deliver the disclosure form by certified mail addressed to the seller at his or her last known address, in which case no signed acknowledgement or receipt is required. (d) The selling agent shall provide the disclosure form to the buyer as soon as practicable prior to execution of the buyer's ofl’erto punchase, except that if the offer ta purchase is not prepared by lhe selling agent, me sefling agent shall present the disclosure form to the buyer not later than the next business day after the selling agent receives me offer to purchase from the buyer, 2079.15 In any circumstance in which the seller or buyer refuses to sign an acknowledgement of receipt pursuant to Section 2079.14. the agent. or an associate licensee acting for an agent, snail se: forth. sign. and date a written declaration of the facts or the refdsal. 2079.46 Reproduced on Page 1 of (his AD form. 2079.17 (a) As soon as practicable, the selfing agent shall disclose to {he buyer and seller whemer the selling agent is aming in the real pmpeny tmnsacflon exclusively as the buyers agent. exdusively as the seL’er's went. or as a dual agent remesenu‘ng both the buyer and the sefler. This rdalionship shafl be confirmed in the contract lo purchase and sell reat pmpeny or in a separate wn‘ting executed or admovviedged by the seller. the buyer, and the selling agent pn’or to or coincident with execution of that contract by the buyer and the seller, respectively. (b) As soon as pracfimbie, the iisu‘ng agent shall disclose lo the seller whefl'xer the fisfing agent is acting in the real property ttansacfion exclusivery as the seller's agent. or as a dual agent represenu‘ng both the buyer and sefler. This refationship shall be confirmed in the contract to pumhase and self real moperty or in a separate wziting exeuned or acknowiedged by the sellerand the Iist'ng agent prior lo or coinadentw'rth the execub‘on ofthat oonhactbythe seller. (c) The confirmation requimd by subdivisions (a) and (b) shall be In the following form. (DO NOT COMPLETE SAMPLE ONLY) is the agent Of (ChECKlone) D (he Seller exciusively; 0r C] both (he buyer and selfer. (Name of Listing Agent) . . . . DO 0T COMPLETE. SAM“ E 9b Ly) Is the agent of (check one): D me buyer excluswely; or C1 the seller exciuswely; or (Name of Semng Agent if no‘ the same as me Listing Agent) D ”0‘“ me buyer and 56"”- (d) The disclosures and confirmation required by this section shall be in addition to the disclosure required by Section 2079.14. 2079.18 No selling agent in a real property transaction may ac: as an agent fur the buyer only, when the selling agent is also ading as the Iish'ng agentin the transaction. 2079.19 The payment of compensation or the obligation to pay compensation to an agent by the seller or buyer is not necessarily determinative of a particular agency reiationship between an agent and the seller or buyer. A IisUng agent and a selling agent may agree to share any compensation or commission paid, or any n'ght m any compensation or commission for which an obligation arises as :he resull of a real estate transaction, and the terms of any such agreement shall not necessarily be determinative of a particular relationship. 2079.20 Nothing in this article prevents an agent from selecting, as a condition of the agent's empioyment, a spaci prohibited by this anicle if the requirements of Section 2079.14 and Section 2079.17 are complied with. 2079.21 A dual agent shall not disclose ‘o the buyer that fne seller is willing to sell the propeny at a price less than the listing price. without the express written consent of the seller, A ¢ual agent shah not disclose (o the seller that the buyer is willing to pay a price greater than the offering price, without the express written consent ot the buyer. This section does not alter In any way the duty or responsibility of a dual agem to any principal with respect to confidential information other than pn'oe. 2079.22 Nothing in thls article predudes a listing agent from also being a selling agent. and the combination of these functions in one agent does not. of itself, make that agent a dual agent. 2079.23 A contract bekween the principal and agent may be modified or altered to change the agency rerationship at any iime before me performance of the act whiCh is the object of the agency with the written consent of the parties to the agency relationship. 2079.24 Nothmg in this article shall be consWed to elther diminish the duty of disclosure owed buyers and sellers by agenxs and their associate licensees‘ subagents. and employees or to relieve agents and their associate licensees. subagents. and employees from liability for their condud in oonnecfion with acts sevemed by ‘his article or for any breach of a fiduciary duty or a duty of disclosure. fic form of agency relafionship not specmcally n Published and Distribuled by: E REAL ESTATE BUSINESS SERVICES. INC. “*--" u a subsidiary cllba CaLIIom/a Assuriah‘on a(REALTORSE Reviewed by”m” Date E‘ .525 Soulh Virgil Avenue. L05 Angelcs, Califomin 30020 V AD REVISED 12/14 (PAGE 2 0F 2) @3353?“ DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP (AD PAGE 2 OF 2) Praduced wx'xh :ipFormEby zipLogix 18070 Fifleen Mile Rand. Fraser. Michigan 48026Wm 540! (.‘lurcmom DocuSign Envelope ID: 68720031 ~0293-4353~,8831 -1 193781 2CDBF C A L I F O R N 1 A POSSIBLE REPRESENTATION OF MORE THAN ONE BUYER1.‘§ A s s o c 1A T x o N 0R SELLER - DISCLOSURE AND CONSENT ‘9’ 0F R E A LT o Rs 5 (c.A.R. Form mas. 11/14) A real estate broker (Broker), whether a corporation, partnership or sole proprietorship, may represent more than one buyer or seller. This multiple representation can occur through an individual licensed as a broker or salesperson or through different individual broker's or salespersons (associate licensees) acting under the Broker‘s license. Th'e associate licensees may be working out of the same or different office locations. v ~ Multiple Buyers: 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 'm, and make offers on. ihe same properties. Some of these properties may be listed with Broker and some may not. Broker will not limit or restrict any particular buyer from making an offer on any particular property whether or not Broker represents other buyers interested in the same property. Multiple Sellers: Broker (individually or through its associate licensees) may have listings on many properties at the same time. As a result. Broker wm attempt to find buyers for each of those listed properfies. Some listed properties may appeal to the same prospective buyers. Some properties may attract more prospective buyers than others. Some of these prospective buyers may be represented by Broker and some may not. Broker will market a" listed preperfies to all prospective buyers whether or not Broker has another or other listed properties that may appeal to the same pro'spective buyers. Dual Agency: If Seller is represented by Broker, Seller acknowledges that broker may represent prospective buyers of Seller’s propeny and consents to Broker acting as a dual agent for both seller and buye} in that transaction. If Buyer is represented by Broker, buyer acknowledges that Broker may represent sellers of property that Buyer is interested in acquiring and consents to Broker acting as a dual agent for both buyer and seNer with regardfio that property. In the event of dual agency, seller and buyer agree that: (a) Broker, without the prior written consent of the Buyer, will not disclose to seller that the Buyer i_s wining to pay a price greater than the offered price; (b) Brgoker, without the prior written consent of the seller, will not disclose to the buyer that seller is willing to sell property at a price 1ess 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 affecting the vaiue or desirability of the property to both parties. Offers not necessarily confidential: Buyer is advised that seller or tisting agent may disclose the existence, terms. or conditions of buyer's offer unless all parties and their agent have signed a written confidentiality agreement, Whether any such information is actually disclosed depends on many factors, such as current market conditions; th'e prevailing practice in the real estate community, the listing agent's marketing strategy and the instructions of the seller. ' Buyer and seller understand that Broker may represent more than one buyer or more than one seller and even bom buyer and seller on the same transaction and consents to such relationships. Seller andlor Buyer acknowledges reading and understanding this Possible Representation of More Than One Buye brd-bblsnclosure and Consen domytzcthe agency possvblhtles disclosed. 2/27/2017 gene .1. S'iwlcd by: I mm 6W (31 ‘ R Keokuk Living, Inc/ln The Nowlnvestments, Inc Dam ' seue °°°°°F7A49434°D~ WSWYWWW 3; w55°“5~ Smart Growth, Inc Date " " 1 ‘U‘L’ Buyer LF53°5F59A054452~ MWGR DMJ Home Solutions Date 2/23/20” Buyer K-upnoggggggzgmaa .. Date Real SW)JM George Burk Company CalBRE Lic # 01040117 Date By ' yin“ CaIBRE Lic # 01707822 Date Ma‘tmwmanmwu. Real Estate Broker (Firm) . CalBRE Lic # Date By CalBRE L‘Ic # Date © 2014, Califomla Association of REALTORS®_ Inc. United Slates copyright law (Title )7 U.S. Code) lomids [he unauthorized diatribulion, display and reproduction or this form. orany portion thereof, by phomcopy machine or any other means‘ including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS® (CAR). N0 REPRESENTATIONS MADE AS TO THE LEGAL VAUDITY 0R ACCURACY OF ANY PROVISION IN ANY SPECIHC 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 made available (o real estate professionals through an agreement with or purchase from the Callfornla Association of REALTORS®. It is not intended lo identify lhe user as a REALTOR®. REALTOR®is a registered collective membersn'yp mark which may be used only by members of lheANATOONAL ASSOCIATlON OF REALTORS® who subscribe to its Code o! Ethics. n Published and Distributed by: REAL ESTATE BUSINESS SERVICES. INC. I S a subsidiary oflhe California Association o! REALTORS® ., 525 South ngl Avenue, Los Angeles, California 90020 Reviewed by ______ Dale . PRES 11/14 (PAGE 1 OF 1) rguwmy POSSIBLE REPRESENTATION OF MORE THAN ONE BUYER OR SELLER (PRBS PAGE 1 OF 1) The George Burk Company. 12841 Bloomfield St. STE 102 Studio Chy, CA 91601 Phone: (415)717-9769 Fax: 5-101 Carmen: hunhcw Martin Producud wfilh :|pFarmo by zipLagix 1!]070 Fifluen Mile Road. Fraser. Michigan 48026Wm DocuSign Envelope ID: 68720081 0293-4353-8834. ~1 1 93781ZCDBF Q A S S 0 c I AT I o N RESIDENTIAL PURCHASE AGREEMENT i" 0F RE A LT O RS a» AND JOINT ESCROW INSTRUCTIONS1 (CAR. Form RPA-CA. Revised 12/15 ) i§ CALIFORNLA Date Prepared: 1. OFFER: v A. THIS IS AN OFFER FROM DMJ Home Solutions 5 (“Buyer"). B. THE REAL PROPERTY to be acquired is 5401 ClaremontAve, Oakland, CA 946184133 . situated in Oakland (City). Alameda (County), California, 94678-1133(Zip Code). Assessor‘s Pamel No. (“Propetty“). c. THE PURCHASE PRICE offered is One Million, Eight Hundred Sixty-Five Thousand i Dollars SE1J865,000.00 D. CLOSE OF ESCROW shall occur onD (dateflorE 530 Days After Acceptance). E. Buyer and Seller are referred to herein as the “Partles.” Brokers are not Parties {o this Agreement. 2. AGENCY: A. DISCLOSURE: The Parties each acknowledge receipt of a B “Disclosure Regarding Real Estate Agency Relationships" (C.A.R. Form AD)‘ B. CONFIRMATION: The following agency relationships are hereby confirmed for mis transaction: y Listing Agent The George Burk Company (Print Firm Name) is the agent of (check one): Dzhe Seller exclusively; orm both the Buyer and Seller. ; Selling Agent (Print Firm Name) (if not the same as the Listing Agent) is the agent of (check one): D the Buyer exclusively; orDthe Seuer exclusively: or both the Buyer and Seller. C. POTENTIALLY COMPETING BUYERS AND SELLERS: The Parties each acknowledge receipt 0f a E "Possible Representation of More than One Buyer or Seller ~ Disclosure and Consenf' (CAR. Form PRBS). 3. FINANCE TERMS: Buyer represents mat funds win be good when deposited with Escrow Holder. A. INITIAL DEPOSH’: Deposit shall be in the amount of ............................................. S 18x650.00 (1) Buyer Direct Deposit: Buyer shall deliver_deposit dlrectfy to Escrow Holder by electronic. funds ' transfer, Dcashler’s check. Dpersonal check. [joiner within 3 business days after Acceptance (or ): OR (2) D Buyer Deposit with Agent: Buyer has given ‘he deposit by personal check (or m ) to the agent submitting the offer (or to ). made payable to .The deposit shall be held uncashed umil Acceptance and then deposited with Escrow Holder within 3 business days after Acceptance (or ). Deposit checks given to agent shall be an original signed check and not a copy. (Note: Initial and increased deposits checks received by agent shall be recorded in Broker’s trust fund log.) B. INCREASED DEPOSIT: Buyer shall depositwith Escrow Hoider an increased deposit in the amOunt of ......... S 37,300.00 within Days After Acceptance (or Once igfipection contingency is removed ). if the Parties agree to liquidated damages in this Agreement, they also agree to incorporate the increased deposit into the liquidated damages amount in a separate liquidated damages clause (CAR. Form RID) at the time the Increased deposit is delivered to Escrow Holder. G. Q ALL CASH OFFER: No loan is needed to purchase {he Property. This offer is NOT contingen‘t on Buyer obtaining a loan. Written verification of sufficient funds to close this transaction IS ATTACHED to this offer or D Buyer shall. within 3 (or ) Days After Acceptance. Deliver to Seller such verification. D. LOAN($): (1) FIRST LOAN: in me amount of .......................................................... S This loan will be conventibnal financing or DFHA. DVA. DSeller financing (CAR. Form SPA). Dassumed financing (CAR. Form AFA), [j Other . This loan shail be at a fixed rate not to exceed % or, U an adjustable rate loan with initial rate not to exceed %. Regardless of the type of loan, Buyer‘shau pay points not to exceed % of the loan amount. (2) DSECOND LOAN in the amount of ....................................................... $ This loan will be conventional financing or D Sener financing (CAR. Form SFA). [:1 assumed financing (CAR. Form AFA). DOtherwfl . This loan shall be at a fixed rate not to exceed %or. flan adjustable rate loan with initial rate not to exceed %. Regardless of the type of loan, Buyer shall pay points not to exceed °/a of the loan amount, (3) FHANA: For'any FHA or VA loan specified in 30(1). Buyer has 17 (or ) Days Afler Acceptance to Deliver to Seller written notice (CAR. Form FVA) of any Iender-required repairs or costs that Buyer requests Seller to pay for or otherwise correct. Seller has no obligation to pay or satisfy'lender requirements unless agreed in writing, A FHA/VA amendatory clause (CAR. Form FVAC) shall be a part of this Agreement, E. ADDmONAL FINANCING TERMS: F. BALANCE OF DOWN PAYMENT 0R PURCHASE PRICE in the amount of .......................... S 1E809l050.00 to be deposited with Escrow Holder pursuant to Escrow Holder instructions. G. PURCHASE PRICE (TOTAL): .............................................................. s? 1 865 000.00 us os us W ’ Buyer‘s Initials ( 171+ ) ( ) Seiler's Initial ( ) © 1991-2015, California sou {ion orREALTORS®, Inc. RPA-CA Rewseo 12/15 (PAGE 1 0F 1c) m CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT (RPA-CA PAGE 1 OF 10) Th: CeargeBurk Company. (334! Bloomfield SLSTE 102 Studio City. CA 91601 Phone: (4l5)7!7-9769 Fax: 5-40! Onremonl Matthew Martin Produced Mm zlpFoer by zipLogm 113070 Fillccn Mac Road. Frasur‘ Michigan 48026Wm DocuSign Envelope ID: 687200810293435338314 1 937812CDBF Property Address: 5401 CIaremontAve, Oakland, CA 946184133 :Date: H. VERIFICATION OF DOWN PAYMENT AND CLOSING COSTS: Buyer (or Buyer's lender or loan broker pursuant to paragraph 3J(1)) shaH, within 3 (or ) Days After Acceptance, Deliver to Seller written verification of Buyet‘s down payment and closing costs, (DVerification attached.) _ APPRAISAL CONTINGENCY AND REMOVAL: This Agreement is (or [)3 is NOT) contingent upon a written appraisal of the Property by a ficensed or certified appraiser at no less than the purchase price. Buyer shall, a's specified in paragraph 148(3). in writing. remove the appraisal contingency or cancel this Agreement within 17 (orvm) Day$ After Acceptance. LOAN TERMS: : (1) LOAN APPLICATIONS: VWhin 3 (or ___) Days After Acceptance. Buyer shall Deliver to Seller a letter from Buyer’s lender or loan broker stating that, based on a review of Buyer's written application and credit repon. Buyer is prequalified or preapproved for any NEW loan specified in paragraph 3D. If any loan specified in paragraph 30 is an adjustéble rate loan, the prequalification or preapproval letter shall be based on the qualifying rate, not the initial loan rate. ([:] Lener attached.) (2) LOAN CONTINGENCY: Buyer shall act diligently and in good faith to obtain the designated loan(s), Buyer's qualification for the (cams) specified above is a contingency of this Agreement unless otherwise agreed in writing. If there is no appraisal contingency or the appraisal contingency has been waived or removed, then failure of the Property to appraise at the purchase price does not entitle Buyer to exercise the cancellation right pursuant to the loan contingenby if Buyer is otherwise qualified _ for the specified loan. Buyer’s contractual obligations regarding deposit, balance of down payment and dosing costs are not contingencies of this Agreement ' (3) LOAN CONTINGENCY REMOVAL: Within 21 (or ___) Days After Acceptance, Buyer shall, as specified in paragraph 14. in writing. remove the loan contingency or cancel this Agreement. 1f there is an appraisal contingency, removal of the loan contingency shall npt be deemed removal of the appraisal contingency. _ (4) D NO LOAN CONTINGENCY: Obtaining any loan specified above is NOT a contingency of this Agreement. If Buyer does not obtain the loan and as a result does not purchase the Property, Seller may be entiiled to Buyefls deposit or other legal remedies. (5) LENDER LIMITS ON BUYER CREDITS: Any credit to Buyer. from any source. for closing or other costs that is agreed to by the Panies ("Contractual Credit”) shall be disclosed to Buyer's lender. If the total credit allowed by Buyer's lender (“Lender Allowable Credit”) is less than the Contractual Credit, then (i) the Contractual Credit shall be reduced to the Lender Allowable Credit, and (ii) in the absence of a separate written agreement between the Parties. there sha'll be no automatic adjustment to the purchase price to make up for the difference between the Contractual Credit and the Lendef Allowable Credit . BUYER STATED FlNANClNG: Seller is relying on Buyefs representation of the type of financing specified (including but not limited to, as applicable, all cash, amount of down payment, or contingent or non-contingent loan). Seller has agreed to a specific closing date, purchase price and to sell to Buyer in reliance on Buyers covenant concerning financing. Buyer shall purkue the financing specified in this Agreement. Seller has no obligation to cooperate with Buyer‘s efforts 10 obtain any financing other than mat specified in the Agreement and the availability of any such alternate financing does not excuse Buyer from the obligation to purchase the Property and clqse escrow as specified in this Agreement. 4. SALE OF BUYER'S PROPERTY: A. This Agreement and Buyer‘s ability to obtain financing are NOT contifigent upon the sale of any property owned by Buyer. OR B. EIThis Agreement and Buyer‘s ability to obtain financing are contingent upon the sale of property owned by Buyer as specified in the attached addendum (CAR. Form COP). 5. ADDENDA AND ADVISORIES: A. ADDENDA: flAddendum# 1 (CAR. Form ADM) Back Up Offer Addendum (CAR. Form BUG) f lCourt Confirmation Adde’ndum (CAR. Form CCA) Septic, Well and Property MonumentAddendum (CAR. Form SWPI) Short Sale Addendum (CAR. Form SSA) fl Other B’ g JYER AND SELLER ADVISQRIES; 7 Buyers Inspection Advisory (C.A.R. Form BIA)r Probate Advisory (CAR. Form PA) Statewide Buyer and Seller Advisory (CAR. Form SBSA) Trust Advisory (C.A.R. Form TA) REO Advisory (CAR. Form REO) Short Sale Information and Advisory (CAR. Form 881A) Other 6. OTHER TERMS: 7. ALLOCATION OF COSTS A. INSPECTIONS, REPORTS AND CERTIFICATES: Unless otherwise agreed in writing, this paragraph only determines who is to pay for the inspection, test, certificate or service (“Report”) mentioned; it does not determine who is to pay for any work recommended or identified in the Report. (1) D Buyer E] Seller shall pay for a natural hazard zone disclosure report, including tax D environmental DOther; prepared by Click here to select your Service Provider (2)} Buyer Seller shaH pay for the foflowing Repod repared b ‘ (3) Buyer Seller shall pay for the following Report prepared by _ . OS U: Db r0?“- Buyer’s Initials ( 17ft) ( ) Seller's tnitials ( a ( ‘__ RPA-CA REVISED 12/15 (PAGE 2 OF 10) CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT (RPA~CA PAGE 2 0F 10) Proauoad wiln :ipFomfi) by zipLogix 18070 Fumen Miie Road. Fraser. Michigan 48026 my_zlchgmqom SN) Oarcmnm mu mum‘ vnormwm DocuSign Envelope ID: 687ZOOB1~02934353-8831-1 193781ZCDBF Property Address: 5401 Claremont Ave, Oakland, CA 94618-1 133 Date: B. GOVERNMENT REQUIREMENTS AND RETROFIT: (1) D8uyer .Seller shall pay for smoke alarm and carbon monoxide device installation and water healer bracing, if required by Law. Prior to Close Of Escrow ("COE"). Seller shall provide Buyer written statement(s) of compxiance in accomance with state and local Law, unless Seller is exempt. _ (2) (i)D Buyer ESefler shall pay the cost of compliance with any mher minimum mandatory government inspections and reports if required as a condition of closing escrow under any Law. _ (ii) DBuyer DSeller shat! pay the cost of compliance with any other minimum mandatofy government retrofit standards required as a condition of closing escrow under any Law, whether the work is required to be completed before or after COE. (iii) Buyer shall be provided. within the time specified in paragraph 14A. a copy of any reduired government conducted or point-of~sale inspection report prepared pursuant to this Agreement or in anticipation of this Sale of the Property. C. ESCROW AND TITLE: 3 (1) (a)E Buyerfl Seller shall pay escrow fee ' (b) Escrow Holder shall be Old agpublic Title Company - (c) The Parties shall, within 5 (or ____) Days After receipt, sign and return Escrow Holden’s general provisions. (Z) (a)g Buyer E] Seller shall pay for owner's title insurance policy specified in paragraph 13E (b) Owner’s title policy to be issued by Old Rgmmlic Title Company , (Buyer shall pay for any title insurance policy insuring Buyefs lender, unless oihetwise agreed in writing.) D. OTHER COSTS: (1) Buyer Seller shall pay County transfer tax or fee (2) Buyer Selfer shafl pay City transfer tax or fee (3) Buyer Seller shall pay Homeowners' Association (“HOA”) transfer fee (4) Seflershail pay HOA fees for preparing documents required to be de1ivered by Civi! Code §4525. (5) D BuyerUSeifer shall pay HOA fees for preparing all documents other than those required by Civil Code §4525. (6) Buyer to ay for any HOA certification fee. l (7) Buyer Seller shall pay for any private transfer fee (8) Buyer Seller snail pay for Any inggections deemed necessary (9) Buyer Seller shall pay for . (1Q) Buyer, Seller shall pay for the cost. not to exceed 3 Ia . of a standard (or [j upgraded) one-year home warranty plan, issued by Click here to select your Service Provider , with the following optional coverages: DAir Conditioner B Pool/Spa UOther: ' . Buyer is informed that home warranty plans have many optional coverages in addition to {hose listed above. Buyer is advised to investigate these coverages to determine those that may be suitable for Buyer; 0RD Buyer waives the purchase of a home warranty plan. Nothing in this paragraph precludes Buyer's purchasing a home warranty plan during the term of this Agreement. : 8. ITEMS INCLUDED IN AND EXCLUDED FROM SALE: A. NOTE TO BUYER AND SELLER: Items )isted 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 paragraph 8 B or C. ’ ITEMS INCLUDED IN SALE: Except as otherwise specified or disclosed, (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 power systems, built-in appiiances, window and door screens. awnings, shutters, window coverings‘ attached floor coverings, television antennas. satelme dishes, air coolers/conditioners, pool/spa equipment, garage door openerslremote contmls, mailbox, inground landscaping, trees/shrubs. water features and fountains, water softeners, water purifiets. security systemslalan'ns and the following if checkedtP an stove(s), except ; [jail rafrigerator(s) except ; all washer(s) and dryer(s). except ; (3) The following additional items: . (4) Exisfing integrated phone and home automation systems, including necessary components such as intranet and Internet- connected hardware or devices, control units (other than nondedicated mobile devices. electronics and computers) and applicable software. permissions, passwords, codes and access information, are (Dare NOT) inciuded in the sale. (5) LEASE!) OR LlENED ITEMS AND SYSTEMS: Seller shall. within the time specified in paragraph 14A. (i) disclose to Buyer if any item or system specified in paragraph 88 or otherwise included in the sale is teased, or not owned by Seller. or specifically subject to a H'en or other encumbrance, and (ii) Deliver to Buyer an written materials (such as lease, warranty. etc.) concerning any such item. Buyer‘s ability to assume any such )ease. or willingness to accept the Property subject to any such Hen or encumbrance, is a contingency in favor of Buyer and Seller as specified in paragraph 14B and C. (6) Seller represents that all items included in the purchase price, unless otherwise specified, (i) are owned by Seller and shall be transferred free and clear of liens and encumbrances, except the items and systems identified pursuant to 88(5) and ______ , and (ii) are transferred without Seller warranty regardless of value. C. ITEMS EXCLUDED FROM SALE: Unless otherwise specified. the following items are excluded from sale: (i) audio and video components (such as flat screen TVs, speakers and other items) if any such item is not itself attached to the Property. even if a bracket or other mechanism attached to the component or item is attached to the Property; (ii) furniture and other items Secured to the Property for earthquake purposes; and (iii) B . onent, fumitu're . Brackets attached to walls, floors or ceilinsogor a gych c n not nted).or iterrIsha main with the Property (orDwm be removed and holes or other d3 ag . I n; a = a . r n ; < I Buyex’s Initials ) ( , ) Seller’s [nitia s( RPA-CA REV! 5 (PAGE 3 OF 1D) ' CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT (RPA-CA PAGE 3 OF 1U) 13533337 Pmducad with zipFormE by :LpLogix 18970 mean Mite Road, Fraser. Michigan 48026 Mg: gin 51mg 99m 5401 Clnmmanl DocuSign Envelope ID: 68720081-0293-4353-8831 -1 1 93781 ZCDBF Property Address: 5401 ClaremontAve, Oakland, CA 946184133 Date: 9. CLOSING AND POSSESSION: ', A. B. C. Buyer Intends (or Edoes not intend) to occupy the Property as Buyer’s primary residence . Seller-occupied or vacant property: Possession shall be delivered to Buyer. (i) at 6 PM or DAM/D PM) onthe date of Close Of Escrow; Oi) E] no later than calendar days after Close Of Escrow; or (iii)Bat“DAM! PIM on Seller remaining in possession After Close Of Escrow: If Seller has the right to remain in possession after Close Of Escrow, (i) the Parties are advised to sign a separate occupancy agreement such as DC.A R. Form SIP, for Seller continued occupancy of less than 30 days, DC.A R. Form RLAS for Seller continued occupancy of 30 days or more; and (ii) the Parties are advised to consult with meir insurance and legai advisers for information about liability and damage or injury to persons and personal and real property: and (Ni) Buyer is advised to consult with Buyer's lender about the impact of Seller's occupancy on Buyer's loah. . Tenantvoccupied property: Property shall be vacant at least 5 (or ____) Days Prior to Close Of Escrow, unless otherwise agreed in writing. Note to Seller: If you are unable to deliver Property vacant in accordance with rent c'ontrol and other appticable Law. you may be In breach of this Agreement. 0RD Tenant to remain in possession (C.A.R. Form TIP). E. F. At Close Of Escrow: Seller assigns to Buyer any assignable warranty rights for items included in the sale; and Seuer shall Denver to Buyer avaiiable Copies of any such warranties. Brokers cannot and will not determine the assignability of any warranties. At Close Of Escrow. unless otherwise agreed in writing. Seller shall provide keys, passwords, codes andlor means to operate all locks. mailboxes. security systems, alarms. home automation systems and intranet and lnternet-connecied devices included in (he purchase price, and garage door openers lf the 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 lo accessible HOA facilities. 1O STATUTORY AND OTHER DISCLOSURES (INCLUDING LEAD-BASED PAINT HAZARD DISCLOSURES) AND CANCELLATION RIGHTS: A. (1) Seller shall, within the time specified 1n paragraph 14A, Deliver to Buyer. (i) if required by Law, a fully completed: Federal Lead- Based Paint Disclosures (CAR. Form FLD) and pamphlet ("Lead Disclosures"); and (ii) unless exempt. fully completed disclosures or notices required by sections 1102 et. seq. and 1103 et. seq. of the Civil Code (”Statutory Disclosures“). Statutory Disclosures include. hm are not limited to‘ a Rea! Estate Transfer Disclosure Stakement ("TDS"), Natural Hazard Disclosure Statement (“NHD”). notice or actual knowledge of release of illegal controlled substance. nmice of special tax and/or assessments (or. if allowed. substantially equivalent notice regarding the Mello-Roos Community Facilities Act of 1982 and Improvement Bond Act of 1915) and, if Seller has actual knowledge of industria! use and milnary ordnance location (C.A.R Form SPQ or ESD) (2) Any Statutory Disclosure required by this paragraph Is considered fully completed if Seller has answered all queslions and completed and signed the Seller section(s) and the Listing Agent 3f any, has completed and signed the Listing Broker section(s), or. if applicable, an Agent Vsual Inspection Disctosure (C AR. Form AVID) Nothing stated herein relieves a Buyers Broker if any. fromthe obligation to (x) conduct a reasonably compelent and diligent visual inspection of the accessible areas of the Property and disclose. on Section IV of the TDS, or an AVID. material facts affecfing the value or desirability of me Property that were or;should have been revealed by such an inspection or (ii) complete any sections on all disclosures required to be completed by Buyer'sBraker. (3) Note to Buyer and Seller: Waiver of Statutory and Lead Disclosures is prohibited by Law. (4) Within the time specified in paragraph 14A, (i) Setter, unless exempt from the obligation to provide a TDS, shau. complete and provide Buyer wiih a Seller Property Questionnaire (C.A.R. Form SPQ); (ii) if Seller is nm required to provide a TDS. Seller shall complete and provide Buyer with an Exempt Seller Disclosure (C A. R. Form ESD) (5) Buyer shall within the time specified'In paragraph 148(1), return Signed Copies of the Statutory‘ Lead and other disclosures to Seiler (6) In (he event Seller or Listing Broker prior to Close Of Escrow becomes aware of adverse conditions materially affecting the Property or any material inaccuracy in disclosures, information or representafions previously provided to Buyer Seller shall promptly provide a subsequent or amended disclosure or notice. in writing. covering those items. However, a subsequent or amended disclosure shall not be required for conditions and material inaccuracies of which Buyer is otherwise aware. or which are disclosed {n reports provided to or obtained by Buyer or ordered and paid for by Buyer. (7) {f any disclosure or notice specified m paragraph 10A(1). or subsequem or amended disclosure or notice is Delivered to Buyer afler the offer is Signed Buyer shall have the right to cancel this Agreement within 3 Days After Delivery in person, or 5 Days After Delivery by deposit 1n {he mail, by giving written noflce of cancellation to Seller or Seller‘s agent. . NATURAL AND ENVIRONMENTAL HAZARD DISCLOSURES AND OTHER BOOKLETS: Wthin {he llme specified in paragraph 14A. Seller shan. if required by Law: (i) Deliver to Buyer earthquake guide($) (and questionnaire), environmental hazards booklet and home energy rating pamphlet; (H) disclose if the Property is located in a Special Flood Hazard Area: Potemial Flooding (Inundation) Area; Very High Fire Hazard Zone; Slate Fire Responsibility Area. Earthquake Fault Zone, and Seismic Hazard Zone; and (Hi) disclose any other zone as required by Law and provide any other information required for those zones . WITHHOLDING TAXES. wmm the time specified m paragraph 14A to avoid required withholding Seller shall Deliverto Buyer or qualified substitute an affidavit sufficient to comply with federal (FIRPTA) and California withholding Law (C.A.R. Form AS or QS). . MEGAN'S LAW DATABASE DISCLOSURE: Notice: Pursuant to Secfion 290.46 of the Penal Code. information about specified registered sex offenders is made available to the public via an Internet Web site maintained‘by the Depadment of Justice at www.meganslaw.ca.gov. Depending on an offender‘s criminal history, this information will include either the address at which the offende'r resides or lhe community of residence and ZIP Code in which he or she resides (Neither Selier nor Brokers are required to check this Website If Buyer wants funher information Broker recommends that Buyer obtain information from this website during Buyer's inspection contingency period Brokers do not have expertise in this area. ) . NOTICE REGARDING GAS AND HAZARDOUS UQUID TRANSMISSION PIPELINES: This notice is being provided simply to inform you that information about the general location of gas and hazardous liquid transmission pipelines is available to the public via {he National Pipeline Mapping System (NPMS) Internet Web site maintained by me United States Department of Transportation at http2IIwww.npms phmsa.dot.gov]. To seek further information about possible transmission pipelines near the Property. you may contact your local gas utility or other pipeline operators in the area. Contact information for pipefine operators is searchabie by ZIP Code and county on the NPMS Internet Web site. CONDOMINIUMIPLANNED DEVELOPMENT DISCLOSURES: (1) SELLER HAS: 7 (or ) Days After Acceptance {o disclose to Buyer if the Propertyngs a condominiumosor is located in a planned evgfi) ment or other common interest subdivision (C A R Form SPQ or ESD). QBuyer'slnitials( ‘ )( ) Seller‘slnitl Is( WC Em_l) RPA-CA REV! (PAGE 4 OF 10) mun mums CALRFORNIA RESIDENTIAL PURCHASE AGREEMENT (RPA-CA PAGE 4 OF 10) Pruducud \va zprorma) by zprogix 18070 Finean Mile Road. Fraser. Michigan 48026 ww‘mmgm 5-10) Claremom DOCUSign Eqvelopa ID: 68720031 0293-4353883 1 ~1 1 93781 ZCDBF Property Address: 540'1 ClaremonzAve, Oakland, CA 94618-1133 Date; (2) If the Property is a condominium or is located in a p)anned development or other common interest subdivision, Salter has 3 (or _) Days After Acceptance to request from the HOA (CAR. Form HOA1): (I) Copies oft any documents required by Law. (ii) disclosure of any pending or anticipated claim or litigation by or against the HOA: (iii) a statement containing the location and number of designated parking and storage spaces: (iv) Copies of the most recent 12 months of HOA minutes for regular and special meetings: and (v) the names and contact information of all HOAs governing the Property (coilectiVely, "Cl Disclosures‘). (vi) private transfer fees; (vii) Pet fee restrictions; and (viii) smoking restrictions. Seller shall itemize and Dieliver to Buyer all Cl Discbosures received from the HOA and any Cl Disclosures in Seller's possession. Buyer's approval of CI Disclosures is a contingency of this Agreement as specified in paragraph 148(3). The Party specified 1n paragraph 7. as directed by escr'ow, shall deposit funds into escrow or direct to HOA or management company to pay for any of the above. 1 11. CONDITION 0F PROPERTqunIess otherwise agreed in Writing: (i) the Property is sold :(a) "AS-lS" in its PRESENT physical condition as of ‘he date of Acceptance and (b) subject to Buyer‘s Investigation rights; (ii) xhe Property. including pool. spa. landscaping and grounds‘ is to be maintained in substantially the same condition as on the date 0f Acceptance: and (iii) all debris and persona! property not included in the sale shall he removed by Close Of Escrow. A. B. C. Salter 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 an other disclosures required by faw. Buyer has the right (o conduct Buyer Investigations of the Property and, as specified in paragr'aph 14B, based upon information discovered in those investigations: (i) cancel mis Agreement; or (ii) request that Seller make Repairs or take other action. ' Buyer is strongly advised to conduct investigations of the entire Property in order to determine Its presmt condition. Seller may not be aware of all defects affecting the Property or other factors that Buyei’ cohsiders important. Property improvements may not be built according to code, in compliance with current Law, or have had permits issued. 12. BUYER'S INVESTIGATION OF PROPERTY AND MATTERS AFFECTlNG PROPERTY: A. .03 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 148(1), Buyer shall have the right. at Buyer’s expense unless otherwise agreed. to conduct inspections. investigations. tests. surveys and other studies (“BuyergInvestigations"). including. bu‘ not limited to: (I) a general physical inspection; (ii) an inspection specificalty for wood destroying pests:and organisms. Any inspection for wood destroying pests and organisms shall be prepared by a registered Structural Pest Control company; shall cover the main building and attached structures; may cover detached structures; shall NOT include water tests of shower p'ans on upper level units uniass the owners of property below the shower consent; shall NOT include roof coverings; and. if me Propertygis a unit in a condominium or other common interest subdivision, the inspecfion shall include only the separate interest and any exckusive-use areas being transferred, and shall NOT include common areas; and shall inctude a report ("Pest Control Report") showing the findings of the company which shall be separated into sections for evident infestation or infeciions (Section 1) and for conditions likely to lead to infestation or infection (Secfion 2); (m) inspect for lead-based paint and other Iead~based paint hazards; (Iv) satisfy Buyer as to any matter specified in me attached Buyer's Inspection Advisory (CAR. Form BiA); (v) review the registered sex offender database: (vi) confirm the insurabllity of Buyer and the Property including the'availability and cost of flood and fire insurance; and (vii) review and seek approva! of leases that may need to be assumed by Buyer. Without Seiler‘s prior written consent. Buyer shall neither make nor cause to be made: invasive or destructive Buyer Investigations, except for minimally invasive testing required to prepare a Pest Control Report; or inspections by any governmental building or zoning inspector or government employee, unless required by Law. Seller shall make the Property availabie for all Buyer Investigations. Buyer shalt (i) as specified in paragraph 14B. complete Buyer investigations and either remove the contingency or cancel this Agreement, and (ii) give Seller. at no cost, compiete Copies of all such Investigation reports obtained by Buyer. which obligation shall survive the termination of this Agreement. . Seller shall have wafier. gas‘ electricity and all operable pilot lighis on for Buyers Investigationsand through the date possession is made available to Buyer. . Buyer indemnity and seller protection for entry upon property: Buyer shall: (i) keep the Properly free and clear of Hens: (ll) repair all damage arising from Buyer Investigations; and (iii) indemnify and hold Seller harmless from all resulting liabiiity. 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 any injufies to persons or property occurring during any Buyer Investigations or work done on the Property at Buyer‘s direction prior to Close Of Escrow. Seller is advised that cenafn protections may be afforded Seller by recording a “Notice of Non~Responsibility" (CAR. Form NNR) for-Buyer Invesflgaflons and work done on the Property at Buyer’s direction. Buyer's obligations under this paragraph shall survive the ‘ermination of this Agreement. 13. TITLE AND VESTING: A. Buyer's Initials ( ( ) RPA-CA REVI ‘(PAGE 5 OF 1D) \Mthin the time specified in paragraph 14, Buyer shall be provided a current preliminary title report (“Preliminary Report“). The Preliminary Report is oniy an offer by the tine insurer to issue a policy of title insurance and may not contain every item affecting title. Buyer’s review of the Preliminary Report and any other matters which may affect title are a contingency of this Agreement as specified in paragraph 14B. The company providing the Preliminary Report shal), prior to issuing a Preliminary Report. conduct a search of the General Index for all Sellers except banks or other institutional lenders selling properties they acquired through foreclosure (REOs), corporations, and government enfitfes. Seller shall within 7 Days Afler Acceptance, give Escrow Holder a completed Statement of Informaiion. . Title is taken in its present condition subject to a1! encumbrances. easements. covenants. conditions, restrictions. rights and other matters, whether of record or not, as of the date of Acceptance except for: (i) monetary liens of record (which Seller is obligated to pay off) uniess Buyer is assuming those obligations or taking the Property subject to those obiigations; and (ii) those matters which Seller has agreed to remove in writing. . Wfihin the time specified in paragraph 14A, Seller has a duty to disciose to Buyer all matters known to Seller affecting title. whether of record or not. . At Close Of Escrow, Buyer shall receive a grant deed conveying title (or. for stock c00perative or long-term lease, an assignment of stock certificate or of Seller's leasehold interest). including oil. mineral and water rights if currently owned by Selier. Title shall vest as designated in Buyer‘s supplemental escrow instructions, THE MANNER OF TAKING TITLE MAY HAVE SK'a‘NlFICANT LEGAL AND TAX CONSEQUENCES. CONSULT AN APPROPRIATE PROFESSIONAL, DS 17% Selier‘a lnikials CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT (RPA-CA PAGE 5 0F 10) m? Produced wixh :IpForrer by zlpLugZx 18070 Flueen Mi'e Road. Fraser. Memgan 48026 3%.;me 550! Claremonl DocuSign Envelope ID: 68720081 -0293:4353'BB31 -1 193781ZCDBF Property Address: 5401 ClaremontAve, Oakland, CA 94618-1133 Date: E. Buyer shall receive a CLTA/ALTA "Homeowners Policy of me Insurance". if appficable to the type of propeny and buyer. Ifnot. Escrow Holder shall nohfy Buyer, A title company can provide information about the availability. coverage, and cost of other title policies and endorsements If the Homeowner‘s Policy is not availabre, Buyer shall choose another policy, instruct Escrow Holder in writing and shall pay any increase in cost. 14.11365 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 candeltation under this 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 ___ ) Days After Acceptance to Deliver to Buyer all Reports. disclosures ajnd information for which Seller‘is responsible under paragraphs 5. 6. 7. 88(5) 10A, B, C, and F, 11A and 13A. If. by the time specjfied. Seller has not Delivered any such item. Buyer after first Delivering to Seller a Notice to Seller to Perform (CAR. Form NSP) may cancel this Agreement. B. (1) BUYER HAS: 17 (or _1_0_ ) Days After Acceptance. unless otherwise agreed in writing, to: (i) [complete all Buyer Investigations; Buyer's Initials ( RPA-CA REV! review all disclosures. reports. lease documents to be assumed by Buyer pursuant to paragraph 88(5), and other applicable information. which Buyer receives from Seller; and approve an matters affecting the Property; and (ii) Deliverto SellerSigned Copies of Statutory and Lead Disclosures and other discfosures Delivered by Selier in accordance with paragraph 10A. (2) VWthin the time specified in paragraph 148(1), Buyer may request that Seller make repairs or take any bther action regardingthe Property (CAR. Form RR). Seller 'nas no obligation to agree to or respond to (CARA Form RRRR) Buyer's requests. (3) By the end of the time specified in paragraph 148(1) (or as otherwise specified in thls Agreement), Buyer shall Deliver to Seller a removal of the applicable contingency or cancellation (CAR. 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 paragraph 14A. then Buyer has 5 (or ___~) Days After Delivery of any such items. or the time specified in paragraph 148(1), whichever is later. to Deliver to Seller a removal of the appficable contingency or cancellation of this Agreement. 1(4) Continuation of Contingency: Even after the end of the time specified in paragraph 148(1) and before Seller cancels, if at all. pursuant to paragraph 14D, Buyer retains the righx, in writing, to either (i) remove remaining contingencies, or (ii) canoe! this Agreement based on a remaining contingency. Once Buyer‘s written removal of all contingencies is Delivered to Seller, Seller may not cancel this Agreement pursuant to paragraph 140(1). (5) Access to Property: Buyer 'shall have access to the Property 10 conduct inspections and investigations for 17 (or ) Days After Acceptance. whether or not any part of the Buyer's Investigafion Contingency has been waived orQremovedA . DREMOVAL OF CONTINGENCIES WITH OFFER: Buyer removes the contingencies specified in the attached Contingency Removal form (C.A.R. Form CR). If Buyer removes any conflngency without an adequate understanding of the Property's condition or Buyer‘s ability to purchase, Buyer is acting against the advice of Broker. . SELLER RIGHT T0 CANCEL: (1) Seller right to Cancel; Buyer Contingencies: If. by the lime specified in (his Agreement. Buyer does not Deliver lo Seller a removal of the applicabie contingency or canoéflation of this Agreement, then Seller, after first Delivering lo Buyer a Notice to Buyer to Perform (CAR. Form NBP), may cancel this Agreement. In such event. Seller shall authorize the return of Buyers deposit. except for fees incurred by Buyer. (2) Seller right to Cancel; Buyer Contract Obligations: Seller. after first delivering to Buyer a NBP, may cancel this Agreement if. by the time specified in this Agreement, Buyer does not take the foilowing action(s): (i) Deposit funds as required by paragraph 3A. ”or 38 or if the funds deposited pursuant to paragraph 3A or BB are not good when deposited; (ii) Denver a notice of FHA or VA costs or terms as required by paragraph 30(3) (CAR. Form FVA)‘. (Iii) Deliver a letter as required by paragraph 3J(’»): (iv) Deliver verification. or a satisfactory verification if Seller reasonably disapproves of the verification already provided, as required by paragraph SC or 3H; (v) 1n writing assume or accept leases or Hens specified in 885: (vi) Return Statutory and Lead Disclosures as required by paragraph 10A(5); or (vii) Sign or initial a separate liquidated damages form for anzincreased deposit as required by paragraphs 38 and 21B; or (viii) Provide evidence of authority to sign in a representativecapacity as specified in paragraph 19. -In such event. Seller shafl authorize the return of Buyer's deposit, except for fees incurred by Buyer. . NOTICE TO BUYER 0R SELLER TO PERFORM: The NBP or NSP shall: (i) be in writing: (ii) be signed by the applicable Buyer or Seller; and (fii) give {he other Party at least 2 (or ___) Days Afler Delivery (or until the time specified in the appficable paragraph. whichever occurs last) to take the applicable action. A NBP‘ or NSP may not be Delivered any eadier than 2 Days Prior to the expiration of the-appilcable lime forthe other Party to remove a contingency or cancel this Agreement or meet an obligation specified 3n paragraph 14. . EFFECT OF BUYER'S REMOVAL OF CONTINGENCIES: If Buyer removes. in writing, any contingency or cancellation rights. unless otherwise specified in writing. Buyer shall conclusiveiy be deemed to have: (i) completed all Buyer Investigations. and review of reports and other applicable information and disciosures pertaining to that contingency or cancellation right: (Ii) etected Io proceed with the transaction; and (in) assumed all liability, responsibility and expense for Repairs or corrections penaining to that contingency or cancellation right, or for the inability to obtain financing. CLOSE 0F ESCROW: Before Buyer or Seller may cancel this Agreement for failure of the other Party to close escrow pursuant to this Agreement, Buyer or Seller must first Deliver to the other Party a demand to close escrow (CAR. Form DOE). The DCE shall: (l) be signed by the applicable Buyer or Seller; and (i2) give the other Party at least 3 (or ) Days After Defivery t0 close escrow. A DCE may not be Delivered a_ny earlierthan 3 Days Prior to the scheduled close of escrow. . EFFECT OF CANCELLATION ON DEPOSITS: |f Buyer or Seller gives written notice of cancellation pursuant to rights duly exercised under the terms of this Agreement. the Parties agree to Sign mukual instructions to cancel the sale and escrow and release deposits, if any. to {he party entitled to the funds. less fees and costs incurred by that party. Fees and costs" may be payable to service providers and vendors for services and products provided during escrow. Except as specified below. release of funds will require mutual Signed reiease instructions from the Parties, judiciat decision or arbitration award. If either Party fails to execute mutual instructions to cancel escrow. one Party may make a written demand to Escrow Holder for the deposit. (C.A.R. Form BDRD or SDRD). Escrow Holder. upon receipt shall promptly deliver notice of the demand to the other Party. If, within 10 Days After Escrow Holder's notice. the other Party does no! object to the demand. Escrow Holder shall disburse the deposit to the Party making the demand. If Escrow Holder complies with the preceding process, each Party shalt be deemed to have released Escrow Holder from any and all claims or liability related to the disbursal of the deposit. Escrow Holder. at its discretion. may nonetheless require mutual cancellation instructions. g Party may be subject to a civil penalty of up to $1,000 for refusai to sin sincella‘tggn instnfitions if no good faith dl puteD exists as to who is entitled to the deposited funds (Civil Code §1 057.3). .w) Setler's Initial ( ________ (PAGE 6 0F 10) mwm CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT (RPA-CA PAGE 6 OF 10) ”Wm" Producedwilh zipFomw by szLagix 18070 Fiflwn Mite Road, Fraser. Michigan 45026 Won) 54m Clxrrmom f, I I m“ ; vi DocuSign Envelope ID: 68720081-0293-4353-8831-1 1 93781 2CDBF Property Address: 5401 ClaremontAve, Oakland, CA 94618-1133 bate: 15. 16. 17. 18. 19. 20. FINAL VERIFICATION OF CONDITION: Buyer shall have the right to make a final Verification of the Property within 5 (or D“ ) Days Prior to Close Of Escrow, NOT AS A CONTINGENCY OF THE SALE, but solely to confirm: (i) the Property is maintained pursuant to paragraph 11; (ii) Repaixs have been oompiezed as agreed; and (iii) Seller has complied with Sefler’s otherobfigafions under this Agreement (CAR. Form VP). REPAIRS: Repairs shall be completed prior to finai verification of condition unless otherwise agreed in Writing. Repairs to be pevformed 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 with materials of quality and appearance comparable to existing materials. It is understood that exact restoration of éppearance or cosmetic items foilowing all Repairs may not be possible. Seller shall: (i) obtain invoices and paid receipts for Repairs performep by others: (il) prepare a written siatement indicating t‘ne Repairs performed by Seller and the date of such Repairs; and (iii) provide Cgpies of invoices and paid receipts and statements to Buyer prior to final verification of condition, - PRORATIONS OF PROPERTY TAXES AND OTHER ITEMS: Unless oiherwise agreed in writing. the folloWing items shall be PAID CURRENT and prorated between Buyer and Seller as of Close Of Escrow: reaI property taxes and assessments. Interest. rents. HOA regular, speciat, and emergency dues and assessments imposed prior to Close Of Escrow, premiums on insurance easumedgby Buyer. payments on bonds and assessments assumed by Buyer, and payments on Mello-Roos and other Specie! Assessment District bonjds and assessments that are now a lien. The following items shall be assumed by Buyer WITHOUT CREDIT toward the purchase price: proraied payments on Melxo-Roos and other Special Assessment District bonds and assessments and HOA special assessments that are now a lien but not yet duev Property will be reassessed upon change of ownership. Any supplemental tax bills shall be paid as follows: (i) for periods afler Close Of Escrow, by Buyer. and (Ii) for pen’ods prior to Close Of Escrow. by Seller (see CAR. Form SPT or SBSA for further information); TAX BILLS ISSUED AFTER CLOSE OF ESCROW SHALL BE HANDLED DIRECTLY BEWVEEN BUYER AND SELLER. Proralions shall be made based on a 30-day month. BROKERS: , A. COMPENSATION: Seller or Buyer. or both. as applicable. agree to pay compensation m Brokerias specified in a separate wrnten agreement between Broker and that Seller or Buyer. Compensation is payable upon Close Of Escr'ow, or if escrow does not close. as otherwise specified in the agreemem between Broker and that Seller or Buyer. 3 B. SCOPE 0F DUTY: Buyer and Seller acknowtedge and agree that Broker: (1) Does not decide what price Buyer should pay or Seller should accept; (ii) Does not guarantee the condition of the Property; (iii) Does not guarantee the performance, adequacy or completeness of inspections. services. products or repairs provided or made by Seller or omers; (iv)>Does not have an obligation to conduct an inspection of common areas or areas off the site of lhe Property; (v) Shall not be: responsible for idemifying defects on the Property. in common areas, or ofisite unless such defects are visually observable by an inspection of reasonably accessible areas of the Propeny or are known to Broker; (.vi) Shal! not be responsible for inspecting public records or permits concerning the title or use of Property; (vii) Shall not be responsibie for identifying the location of boundary lines_or other items affecting title; (viii) Shall not be responsibie for verifying square footage, representations of others or information gontained in Investigation reports, Multiple Listing Service. advemsements, flyers or other promotional material; (ix) Shall not be responsible for determining the fair market value of the Property or any personal property included in me sate; (x) Shall not be responsible for providing legal or tax advice regarding any aspec‘ of a transaction entered into by Buyer or SeNer; and (xi) Shall, not be responsible for providing other advice or information that exceeds the knowtedge, education and experience required to perform rea! estate licensed activity. Buyer and Selier agree to seek legal. tax, insurance. titte and other desired assistance from appropriate pro(essionals. REPRESENTATIVE CAPACITY: If one or more Parties is signing ihis Agreement ‘m a representativb capacity and not for himlherself as an individual then that Party shall so indicate in paragraph 31 or 32 and attach a Representative Capacity Signature Disclosure (CAR. Form RCSD). Wherever the signature or initials of the representative identified in the RCSD appear on this Agreement or any related documents, it shall be deemed to be in a representative capacity for the entity described and not in an individual capacity, unless otherwise indicated. The Party acting in a representative capacity (i) represents that the entity for which that party is acting already exlsts and (ii) shall Deliver to the other Party and Escrow Hoider. within 3 Days After Acceptance. evidence of authority to act in that capacity (such as but not limited to: applicable portion of the trusA or Certification Of Trust (Probate Code §18100.5). letters testamentary. court order, power of attorney, corporate resolution. or formafion documents of the business entity). JOINT ESCROW INSTRUCTIONS T0 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 [elated coumer offers and addenda. and any additional mutual instrucfions to close the escrow: paragraphs 1. 3. 4B. 5A, 6. 7. 10C, 13. 14G. 17, 18A, 19. 20, 26, 29. 30. 31, 32 and paragraph D of the section titled Real Estate Brokers on page 10. [f a Copy of the separate compensation agreement(s) provided for in paragraph 18A. or paragraph D of the section titled Real Estate Brokers on page 10 is deposited wlth Escrow Holder by Broker, Escrow Holder shall accept such agreement(s) and pay out from Buyer's or Seller's funds. or both. as applicable, the Broker's compensation provided for in such agreement(s). The terms and conditions of this Agreement not sex forth in the specified paragraphs are additional matters for the information of Escrow: Holder. but about which Escrow Holder need nol be concerned Buyer and Seller will receive Escrow Holder‘s general provisions. if any, directly from Escrqw Holder and will execute such provisions within the time specified in paragraph 7C(1)(c). 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 Escmw Holder only. Buyer and Seller witl execute additional instructions. documents and forms provided by Escrow Holder that are reasonably necessary to close the escrow and. as directed by Escrow Hoider. within 3 (or __) Days, shall pay to Escrow Holder or HOA or HOA management company or others any fee required by paragraphs 7, 10 or elsewhere in this Agreement. B. A Copy of this Agreement including any counter offer(5) and addenda shall be delivered to Escrow Holder within 3 Days After Acceptance (or ). Buyer .and Seller authorize Escrow Holder to accept and rely on Copies and Signatures as defined in this Agreement as originals, to open escrow and for other purposes of escrow. The validity of this Agreement as between Buyer and Seuer is not affected by whether or when Escrow Holder Signs this Agreement. Escrow Hoider shall provide Seller‘s Statement of Information to Title company when received from Seller. If Seller delivers an affidavit to Escrow Holder to satisfy Seller’s FlRPTA obligation under paragraph 100. Escrow Holder shall deliver to Buyer a Qualified Substitute statement that complies with federai Law. US Ds 05 05 :7 ’ 'Buyer'smmaxs( l f,“ )( ) Seller’slnitial ( _W .m- = RpAcA REVIs (FAGE 7 0F 10) mum CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT (RPA-CA PAGE 7 OF 10) mm" Ploduaed w-llh zipFoer by zipLagix 18070 Finnen Mia Road, Fraser, Michigan 48026 wzigl‘gmgm 54m Clnmmom DocuSign Enveiope ID: GB7ZOOB1~0293-4853-8831 ~1 1 93781ZCDBF Property Address: 5401 ClaremontAve, Oakland, CA 94618-1133 Date: C. Brokers are a party to the escrow for the. soie purpose of compensafion pursuant to paragraph 18A and paragraph D of the section titled Real Estate Brokers on page 10. Buyer and Seller irrevocably assign to Brgkers compensation specified in paragraph 18A. and irrevocably instruct Escrow Holder to disburse muse funds to Brokers m Close Of Escrow or pursuant to any other mutually executed cancellation agreement. Compensation instructions can be amended or revoked only with the written consent of Brokers. Buyer and Seller shall release and hold harmless Escrow Holder from any liability resulting from Escrow Holder‘s payment to Broker(s) of compensation pursuant to this Agreement. ; D. Upon receipt. Escrow Holder shall provide Seller and Seller‘s Broker verification of Buyer‘s deposit of funds pursuant to paragraph 3A and 3B. Once Escrow Holder becomes aware of any of the following, Escrow Bolder shalt immediately notify all Brokers: (i) if Buyer's initial or any additional deposit or down payment is not made pursuant to ihis Agreement, or is not good at time of deposit with Escrow Holder. or (Ii) if Buyer and Seuer instruct Escrow Holder to cancel escrow. E. A Copy of any amendment that affects any paragraph of {his Agreement for which Escrow Holder is responsible shalt be deiivered to Escrow Holder within 3 Days afler mutual execulion of the amendment, v I 21.REMEDIES FOR BUYER'S BREACH OF CONTRACT: v A. Any clause added by the Parties specifying a remedy (such as release or forfeiture of deposit or making a deposit non-refundable) fo‘r failure of Buyer to complete the purchase 1n violation of this Agreement shall be deemed invalid unless the clause independently satisfies the statutory liquidated damages requirements set forth in the Civil Code. B. LIQUIDATED DAMAGES: If Buyer fails to complete this purchase because of Buyer's default, Seller shall retain, as liquidated damages, the deposit actually paid. 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 shall be returned to Buyer. Except as provided in paragraph 14H, release Vof funds win require mutual, Signed release instructions from both Buyer and Seller, judicial decision or arbitration award. AT THE “ME OF ANY INCREASED DEPOSIT BUYER AND SELLER SHALL SIGN A SEPARATE LIQUIDATED EAM S P/EQDXSIISION INCORPORATlNG THE INCREA DEPOSIT AS LIQUIDATED DAMAGES (C.A.R. F0 «W Buyer’s Initials__W /_m Seller‘s Initials _ 22. DISPUTE RESOLUTION: I ‘ A. MEDIATION: The Parties agree m mediate any dispute or claim arising between them out ofvthis Agreement, or any resulting transaction, before resorfing to arbitration or court action through the C.A.R‘ Real Estate Mediation Center for Consumers (www.consumermediation.org) or through any other mediation provider or service mutually agreed to by the Panies. The Parties also agree to mediate any disputes or claims with Broker(s), who, in writing, agree to such mediation prior to, or within a reasonable time after, the dispute or claim is presented to the Broken Mediation fees, if any, shall be divided equally among the Parties involved. If, for any dispute or claim lo which this paragraph applies, any Party (i) commences an action wi‘hout first attempting Io resolve the matter through mediation. or (ii) before commencement of an action, refuses to mediate after a request has been made. then that Pariy shall not be entitled to recover altomey fees, even if they would otherwise be available to that Party in any such action. THIS MEDIATION PROVISION APPLIES WHETHER OR NOT THE ARBITRATlON PROVISION IS lNH’IALED. Exclusions 7mm this mediation agreement are specified in paragraph 22C. _ B. ARBITRATION OF DISPUTES: The Parties 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. The Parties 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 is presented to the Broker. The arbitrator shall be a retired judge orjustice, or an attorney with at least 5 years of residential real estate Law experlence, unless the parties mutually agree to a different arbitrator. The Parties shall have the right to discovery in accordance with Code of Civil Procedure §1 283.05. In all other respects, the arbitration shall be conducted in accordance with Title 9 of Part 3 of the Code of CiviI Procedure. Judgment upon the award of the arbitratofls) may be entered into any court having jurisdiction. Enforcement of this agreement to arbitrate shall be governed by the Federal Arbitration Act. Exclusions from this arbitration agreement are specified in paragraph 22C. “NOTICE: BY lNlTlALlNG IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE 'ARBITRATION OF DlSPUTES‘ PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LlTlGATED IN A COURT OR JURY TRIAL. BY lNiTIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS T0 DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE ' SPECIFICALLY *INCLUDED IN THE ‘ARBITRATION OF D!SPUTES' 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 UNDEAND THE FOREGOING AND AGREE T0 SUBMIT D QF- THE MATTERS iNCLUDED I TH 'ARBITRAT10N OF DISPUTES' PROVISION TO NEUT Buyer's initials / Seller‘s Initials C. ADDITIONAL MEDIATION AND ARBITRATKON 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 as defined in Clvll Cudem; (ii) an unlawful detainer action; and (iii) any matter that is within thejuriscficfioa of a pr m, mall lggms or bank'umun. Buyer's Initials ( ‘ ) ( '_”__m___m___)) Seller's Initials ( ( ‘ EB aaag (PAGE 8 OF 10)RPA-CA REVIS CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT (RPA-CA PAGE 8 OF 10) Pmduwd with zipForma by :ipLogix 15070 Fiflcun Mile Road, Fraser, Michigan 48026 Wegm~ 5401 Clnrzmunl DOCUSign Enveiope ID: 68720081 0293435388314 193781 2CDBF Property Address: 5401 ClaremontAve, Oakland, CA 94618-1133 Date: (2) PRESERVATION OF ACTIONS: The following shall not constitute a waiver nor violation pf the mediation and arbitration provisions: (i) the filing of a court action to preserve a statute of limitations; (ii) 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; or (til) the filing of a mechanic's lien. ' ' (3) BROKERS: Brokers shall not be obligated nor compelled to mediate or arbitrate unless thiey agree to do so in writing. Any Broker(s) participating in mediation or arbitration shall not be deemed a party to this Agreement. 23. SELECTION 0F 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 Providers of their own choosing. 24. MULTIPLE LISTING SERVICE (“MLS”): Brokers are authorized to report to the MLS a pending sale and, upon Close 0f Escrow, the sales price and other terms of this transaction shall be provided to the MLS to be published and disseminated to persons and entities authorized to use the information on terms approved by the MLS. 25. ATTORNEY FEES: In any action. proceeding. or arbitration between Buyer and Seuer arising out of this Agreement. the prevailing Buyer or Selier shall be entitled to reasonable attorney fees and costs from the non-prevailing Buyer or Seller, except as provided in paragraph 22A. 26. ASSIGNMENT: Buyer shall not assign all or any part of Buyer‘s interest in this Agreement without first having obtained the separate written consent of Seller to a specified assignee. Such consem shall not be unreasonabfy withheld. Any total or partial assignment shall not relieve Buyer of Buyer's obligations pursuant to this Agreement unless otherwise agreed in writing by Seller. (CAR. Form AOAA). 27. EQUAL HOUSING OPPORTUNITY: The Property is sold in compliance with federal, state and local ami-jdiscrimination Laws. 28. 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 initialed by an Parties or if incorporated by mutual agreement in a counter offer or addendum. If at least one but not all Parties initial, a counter offer is required until agreement is reached. Seller has the right xo cominue to offer the Property for sale and to accept any other offer at any time prior to notification of Acceptance. The Padies have read and acknowledge receipt of a Copy of the offer and agree to the confirmation of agency relalionships. If this offer is accepted and Buyer subsequently defaults. Buyer may be responsible for payment of Brokers' compensation. This Agreement and any supplement, addendum or modification, including any Copy. may be Signed in two or more counterpans. all of which shall constitute one and the same writing. 29. TIME OF ESSENCE; ENTIRE CONTRACT; CHANGES: Time is of the essence. Ali understandings between the Parties are incorporated in this Agreement. Its terms are intended by the Parties as a final. complete and exdusive expression of their Agreerfient with respect to its subject matter. and may no! be contradicted by evidence of any pn‘or agreement or contemporaneous oral agreement. If any provision of this Agreement is held t0 be ineffective or invalid, the remaining provisions will nevertheless be given 1’ull force and effect. Except as otherwise specified. this Agreement aha” be interpreted and disputes shall be resolved in accordance wth the Laws of the State of Cafifornia. Neither this Agreement nor any provision in it may be extended, amended, modified, ahered or changed, except in writing Signed by Buyer and Seller. ‘ 30. DEFINITIONS: As used in this Agreement: v . A. ”Acceptance” mearis the time the offer or final counter offer is accepted in writing by a Party and is deiivered to and personally received by the other Party or that Party's aumorized agent in accordance with the terms of mis offer or a final counter offer. B. “Agreement” means this document and any counter offers and any incorporated addenda. collectiveiy forming the binding agreement between the Parties. Addenda are incorporated only when Signed by all Parties. C. “C.A.R. Form" means the most current version of the specific form referenced or another comparable form agreed to by the panies. D. “Close Of Escrow", including “COE”. means the date the grant deed, or other evidence of Iransfer of flue, Is recorded. E. “Copy” means copy by any means including photocopy. NCR, facsimile and electronic. _ F. “Days" means calendar days. However, after Acceptance. (he last Day for performance of any act required by this Agreement (including Close Of Escrow) shan not include any Saturday. Sunday, or legal holiday and shall instead be the next Day. G. “Days After" means the specified number of calendar days after the occurrence of the event specified, not counting the mlendar date on which the specified event occurs. and ending at 11:59 PM on the final day. H. “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. l. "Deliver". “Delivered” or “Delivery". unless otherwise specified in writing, means and shall be effective upon: personal receipt by Buyer or Seller or the individual Real Estate Licensee for that principal as specified in the section titled Real Estate Brokers on page 10. regardless of the method used (i.e.. messenger, mail, email, fax. other). J. “Electronic Copy" or “Electronic Signature" means. as applicable. an electronic copy or signature compiying 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 of this Agreement without the knowledge and consent of the oiher Party, K. “Law" means any law. code, statute. ordinance. regulation. rule or order. which is adopted by a controlling city, county. staie or federal Iegislative, judicial or executive body or agency. ‘ L. "Repairs" means any repairs (including pest control). alterations, replacements modifications or retrofitting of the Properly provided for under this Agreement. M. “Signed” means enher a handwrmen or electronic signature on an origina! document. Copy or any counterpart. 31. EXPIRATlON OF OFFER: This offer shall be deemed revoked and the deposit, if any‘ shail be returned to Buyer unless the offer is Signed by Seller and a Copy of me 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 by D D AMI L] PM. on (data). ‘ DOne or more Buyers is signing this Agreement in a representative capacity and not for him/her'setf as an individual. See attached Representative Capacity Sighature Disclosure (CAR. Form RCSD~B) for additional terms. Date BUYER r-Docusignm by; 1‘ A‘ l (Print name) DMJ Home Solutions M/¥7¥~“GR Date BUYER \wmcaassasnnaa .. (Print name) rmf’s r-DS us [jAdditionaI Signature Addendum attached (CAR. Form ASA). é?” flW Seller's Initiais ( ) RPA-CA REVISED 12/15 (PAGE 9 OF 10) CALlFORNIA RES|DENT|AL PURCHASE AGREEMENT (RPA-CA PAGE 9 OF 10) 1W Produwd wlm zipForma by zrchgix 18070 fittean Mile Road, Fraser. Michiganwaw WMQQ 540) Cinrcmom DocuSign Envefope ID: 68720081-0293-4353-8831 -1 ‘l 937812008F Property Address: 5401 ClaremontAve, Oakland, CA 94618-1133 Date: 32. ACCEPTANCE 0F OFFER: Seuer warrants that Seller is the owner of the Properly. or has the authority to execute this Agreement. Seller accepts the above offer. and agrees to seII the Property on the above terms and Conditions. Seller has read and acknowledges receipt of a Copy of this Agreement. and authorizes Broker to Deliver a Signed Copy to Buyer. D (If checked) SELLER‘S ACCEPTANCE IS SUBJECT TO ATTACHED COUNTER OFFER (C.A.R.§ Form SCO or SMCO) DATED: UOne or more Sellers is signing this Agreement in a representative capacity and not for him/herseif as an individual. See anached Representative Capacity Signature Disclosure (CAR. Form RCSD-S) for additional terms. Date SELLER r-vnocusignod by: r-‘Ducusmned by: (Print name) Keokuk Living, Inc/ In fhe Nowlnvestments, IncWe LEW“ MGR . x FDDOSDFTMMBADD... K-1330357EDFGN15,“Date SF! l F P N 'by; (Print name) imam Growth, InLTYMSf‘OFWM6 dent & CEO [j Additional Signature Addendurluumgégsamform ASA). I '/ ) (Do not initial if making a counter offer.) CONFIRMATION 0F ACCEPTANCE: AiCopy of Signed Acceptance was( (Initials) personal! received by Buyer or Buyer‘s authorized agent on (date) at UAM/ f‘yIPM. A binding Agreement Is created when a Copy of Signed Acceptance is personally received by Buyer 6F Buyer's authorized agent whether or not confirmed in this document. Completion of this confirmation Is not legauy required lh order to create a binding Agreement; it is solely intended to evidence the dale that Continuation of Acceptance has occurred, REAL ESTATE BROKERS: A.‘ Real Estate Brokers are not parties to the Agreement between Buyer and Seller. B. Agency relafionships are confirmed as stated in paragraph 2. ‘ C [f specified in paragraph 3A(2), 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. the amoum specified in the MLS. provided Cooperating Broker is a Panicipant of the MLS in which the Property is offered for sale or a reciprocal MLS. If Listing Broker and Cooperating Broker are not both Participants of (he MLS, or a reciprocal MLS. in which the Property is offered for sale. men compensation must be specified in a separate written agreement (CAR. Form CBC). Declaration of License and Tax (CAR. Form DLT) may be used to document that tax reporting will be required or that an exemption exists. Real Estate Broker (Selling Firm) CalBRE Lic. # By CalBRE Lic. # Date By CaIBRE Lic. # Date Address ' City State Zip Telephone Fax Enmail . Real Estate Broker mfififime Qeorqe Burk Company CalBRE Lic. # 01040117 By ‘r/‘x A&WLA, 74 Matthew Manin CarBRE Lie. # 01707822 Date By ’- f b“ CaIBRE Lie. # Date Address uLzumnm-waa-mu... City S‘a‘e Zip Telephone Fax E-mail ‘ ESCROW HOLDER ACKNOWLEDGMENT: a Escrow Holder acknowledges receipt of a Copy cfthis Agreement, (if checked, U a deposit in the amount ofs coumer offer numbers __ W [j Seller's Statement of lnformafion and V . and agrees to act as Escrow Holder subject to paragraph 20 of this Agreement. any supplemental escrow instructions and the ‘erms of Escrow Holder's general provisions. Escrow Holder is advised that the date of Confirmation of Acceptance of the Agreement as between Buyer and Seilér is ). Escrow Holder Escrow 13 By Date Address Phone/Fax/E-mait Escrow Holder has the following license number :t [:l Department cf Business Oversight,fl Department of insurance. [_] Bureau of Real Estate. PRESENTATION OF OFFER: ( ) Listing Broker presented this offer to Seller cn (da‘e). Btoker or Designee Initials REJECTION OF OFFER: ( ( ) No counter offer is being made. This offer was rejected by Seller on (date)) Seller’s Initials ©1991. 2015. California Association of REALTORS®. Inc, United States oopyn‘ght law (Tale 1T U.S. Code) forbids the unamhon'zed distribution. display and reproduction of this {on-n, or any pomon thereof. by photocopy machine or any other means. including facsimile or computerized (ormals. THlS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCMTION OF REALTORS® (CAR). NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUAUFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE. CONSULT AN APPROPRIATE PROFESSIONAL» a a Pubhshed and Disln‘buled by; Buyer Acknowledges Ihal page 10 Is pan of this Agreement ( )( ) ‘ .. REAL ESTATE BUSINESS SERVICES, INC. Buyers lniuais 5 c a subsidiary o/ me CALIFORNIA ASSOCIATION OF REALTORSG) 0525 Scum Virgil Avenue, L05 Angclcs. Calitomia 90020 Reviewed by “WWW“ RPA-CA REVISED 12/1 5 (PAGE 10 Of 1o) Bmker or Designee WWW" CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT (RPA~CA PAGE 1O OF 10) Pmduscd with zipForme by zichgix 15070 Fineen Mile Road, Fraser. M1chlgan 48026 www gin ogix com i 54m clnrgmom DOCUSign Envelope ID: SB72008 1 0293-4353-3831 ~1 1 937812CDBF [\CALIFORNM .gg A 3 soc I M. 1 ON BUYER s INSPECTION ADVISORY .v’r o F R 13 A LT o Rs -- (c.A.R. Form BIA, Revised 11/14) Property Address: 5401 ClaremontAve, Oakland, CA 94618-1133 . ("Property"). 1. IMPORTANCE 0F PROPERTY INVESTIGATION: The physical condition of the land and improvements being purchased is not guaranteed by either Seller or Brokers. You have an affirmative duty to exercise reasonable care to protect yourself, including discovery of the legal. practical and technical implications of disclosed facts, and the investigation and verification of information and facts that you know or that are within your diligent attention and observation. A general physical inspection typically does not cover an aspects of the Property nor items affecting the Property that are not physically located on the Property; If the professionals recommend further investigations including a recommendation by a pest control operator to inspect inaccessible ajreas of the Property. you should contact qualified expens to conduct such additional investigations. . 2. BROKER OBLIGATIONS: Brokers d0 not have expertise in all areas and therefore cannot advise ybu on many items, such as those listed below. If Broker gives you referrals to professionals, Broker does not guarantee their performance. 3. YOU ARE STRONGLY ADWSED TO INVESTIGATE THE CONDmON AND SUITABILITY OF ALL‘ASPECTS OF THE PROPERTY. SNCLUDING BUT NOT LIMHTEDT0THE FOLLOWING. IFYOU DONOTDO SO, YOU ARE ACTING AGAINSTTHE ADVICEOF BROKERS. A. GENERAL CONDITION 0F THE PROPERTY. ITS SYSTEMS AND COMPONENTS: Foundation. roof (condition. age. leaks. useful life), plumbing, heating, air conditioning, elecirical, mechanical. security, pooI/spa (cracks, leaks. operation). other structural and nonstructural systems and components, fixtures. built-in appliances. any personal property included in the sale. and energy efficiency of the Property. B. SQUARE FOOTAGE, AGE, BOUNDARIES: Square footage, room qimensions, lot size, age of improvements and boundaries. Any numerical statements regarding these items are APPROXIMATIONS ONLY and have not been verified by Seller and cannot be verified by Brokers. Fences, hedges. walls, retaining walls and other barriers or markers do not necessarily identify true Property bou ndaries. C. WOOD DESTROYING PESTS: Presence of. or conditions likely to Iead to the presence ofwood destroying pests and organisms. D. SOIL STABlLlTY: Existence of fill or compacted soil, expansive or contracting soil. susceptibility to slippage. settling or movement, and the adequacy of drainage. ' WATER AND UTILITIES; WELL SYSTEMS AND COMPONENTSMASTE DISPOSAL: Water and utility availability, use restrictions and costs. Water quality. adequacygcondhion, and performance of well systems and components, The type. size. adequacy, capacity and condition of Sewer and septic systems and components. connection to sewer, and applicable fees. F. ENVIRONMENTAL HAZARDS: Potential environmental hazards, including. but not limited to. iasbestos, lead-based paint and other lead contamination, radon, methane, other gases, fuel oil or chemical storage tanks, contaminated soil or water. hazardous waste, waste disposal sites, eiec‘romagnetic fields, nuclear sources, and other substances. materials. products. or conditions (including mold (airborne, toxic or otherwise), fungus or similar contaminants). ‘ G. EARTHQUAKES AND FLOODING: Susceptibility of the Propeny to earthquake/seisrnic hazards and propensity ofthe Propeny to flood. H. FIRE, HAZARD AND OTHER INSURANCE: The availability and cost of necessary or desired insurance may vary. The location of the Property in a seismic, flood or fire hazard zone, and other conditions. such as the age of the Property and the claims history of the Property and Buyer, may affect the availability and need for certain types of insurance. Buyer should explore insurance options early as this information may affect other decisions, including the removal of loan and Inspection contingencies. I. BUILDING PERMITS, ZONING AND GOVERNMENTAL REQUIREMENTS: Permits. inspections, certificates zoning. other governmental limitations, restrictions, and requirements affecting the current or future use of the Properfy. its development or size.- J. RENTAL PROPERTY RESTRICTIONS: Some cities and counties impose restrictions that limit the amount of rent that can be charged, the maximum number of occupants, and the right of a landlord to terminate a tenancy‘ Deadbofit or other locks and security systems for doors and windows, including window bars, should be examined to determine whether they satisfy legal requirements. K. SECURITY AND SAFETY: State and loca! Law may require the installation of barriers, access aIarms, seif-iatching mechanisms and/or other measures to decrease the risk to children and other persons of existing swimming pools and hot tubs, as wen as various fire safety and other measures concerning other features of the Properiy. L. NEIGHBORHOOD, AREA, SUBDIVISION CONDITIONS; PERSONAL FACTORS: Neighborhood or area conditions. including schools, law enforcement, crime statistics. registered felons or offenders. fire protection, other government services, availability. adequacy and cost of internet connections or other technology services and installations, commercial, industrial or agricultural activities, existing and proposed transportation, construction and development that may affect noise, view, or traffic. airport noise, noise or odor from any source, wild and domestic animals, other nuisances, hazards. or circumstances, protected species. wetland properties, boianica! diseases. historic or other governmentally protected sites or improvements, cemeteries, facilities and cond‘mon 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 andlor religions, and personal needs, requirements and preferences of Buyer. ‘ 'By signing below, Buyers ackn0wledge that they have read, understand, accept and have received a Copy of this Advisory. Buyers ar enBBEfi‘Eg’é /"to read it carefully. Buyer m R .m Buyer DWFmswmm, _© 1991-2004, California Assomauon of REALTORSQ lnc. THIS FORM HAS BzEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORSQ (C.A.R.). NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION [N ANY SPECIFtc TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUAUFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE‘ CONSULT AN APPROPRIATE PROFESSlONAL. a Published and Distributed by: a fl REAL ESTATE BUSINESS SERVICES, JNC. a a subsidiary of [he Ca/ilomfa Associalion a!REALTORSGD ‘ 5 , 525 South ngl Avenue. Los Angeles, California 90020 Revlewed by Dale BIA REVISED 11/14 (PAGE1 OF 1) , BUYER‘S INSPECTION ADVISORY (BIA PAGE1 OF 1) The Georg: Burk Companyv K164! filnumficld Sh STE 102 Studio Cily. CA 916m Phone: (4|5)7f7-9769 Fax? $401 C(nmuugfl M-uhew Mmin Produced with zipFonn® by zipLogix 18070 Fifteen Mire RoadA Fraser, Michigan 48026 www mum: cam mm«mammmu av DocuSign Envelope ID: 6872008 1 4329343538831 -1 193781ZCDBF CALIFORNIA . 4 ‘3 ASSOCIATION ADDENDUMV or RE A LTORS r‘v (CAR. Form ADM Revisemzns) No.1flfi The following terms and conditions are hereby incorporated in and made a part of the: ® Purchase Agreement DResidentia! Lease or Month-to-Month Rental Agreement D Transfer Disciosure Statement (Note: An amendment to the TDS may give the Buyer a right to rescind) mother . dated Februa 23 2017 , on property known as 5401 ClaremontAve Oakland, CA 946184133 ' in which ‘ DMJ Home Solutions is; referred to as (“BuyerlTenant”) and Keokuk Livinq, Inc/ In The Now Investments, Inc, Smart Growth, Inc is referred to as ("Seller/Landlor "). 1. Close ofEscrow shall be 30 days or sooner unless ptans are not approved. 2. If30 days have passed and theplans have not been approved, close of escrow shalr be 72 hours after the plans have been approved by the City of Oakland Planning Department. '3. Buyer is re§ponsible for all Building permits from the City of Oakland Building Department. 4 Agent regresentinq Selier rs also a principle in the transaction. 5 Buyer has no Real Estate Agent representation and'Is representing themselves m the transaction. 6. Seller recommends Buyer to have a Real Estate Attorney review contract if they are not familiar with CAR forms. The foregoing terms and conditions are hereby agreed to, and the undersigned acknowledge receipt of a copy of this document. Date n . cu n.1,. Date naruwnmdhu- Ducusmned by: Buyer/Tenant MWR 'Seller/Lang%-KJ'IM t GR ' ngmgamfions mwkaegegmwInc/ln “ma ?fiwmfififiivmc Buyerfrenant V Seller/Landlord WSf’OPWFSWent 8‘ CEOmmmmc © 1986-2015, California Assrzciafion of REALTORSQ Inc. Uniled Slates copyn‘gm law (Tine 17 U.S. Code) forbids me: unauthorized dislribulicn. display and reproduction of this form or any ponlon mereo.’. by photocopy machine or any other means, including facsimiie or compmerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS® (CAR). N0 REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY 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 Thls form'Is made available o rem estate professionals through an agreement wilh or purchase from me California Association of REALTORS® It ls not Intended to identify the user as a REALTOR®. PEALTOR®'us a registered collective membership mark which may be used only by members of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to Its Code ol’ Ethics. a Published and Dislrimned by: B REAL ESTATE BUSINESS SERVICES, (NC. u a subsidiary of [he Ca(ir'omia Association of REALTORSED 5 ~ 525 South ngfi Avenue. Los Angelas. Calflcmia 90020 Reviewed by _~_‘ Dam_____ lwwmmmummy” ADM REV|SED 12/1 5 (PAGE1 OF 1) ADDENDUM (ADM PAGE 1 OF 1) Thu George Burk Company. 12.541 Illonmficld SL S'l E 102'. Sludia Cit). CA 91604 Phone: («HSWI‘I 9769 Fax: 5‘0! Clnremum Mmhcw Martin Pmduccd with zichn-n's by zipLagix 16070 Finuun MHe Road. Fraser Mmh3gan 48026 m JV Agreement: 5401 Claremont Avenue Oakland, CA 94618 APN#: 014427301600 - EXHlBIT B Settlement Statement *uk‘k “kw? * OLD REPUBE EEC TETLE EGMPANY *** ** AMEMBER OFTHfi OTDR'i 'l": ’BE K '5'”! 151 Petaluma Blvd Scum. Sane - : ms DMJ Home Solutions LLC Da 2e: Ma, .2, 201 x 2059 Camden Avenue: ' '54 Escrow No 0812023996): San Jose, CA 95124 EscrOw Orficer: Julie James Settizzment Date: May 3.1, 2017 Property: S401 Claremoni; Avenue, Oakland, CA 9462.6- BuyerB Setflement Statemerr ' Item i Debits ' Credits Sales Price $34: B/pl/v 1,865,000.00 é Deposit t0 Escrow ._...... V fgé G Noemi H Deposit by DMJ Home Solutions, LLC __“ ‘ ._ :8 650.00 Deposit by A Agarwal & N Agarwal Trustees fbo DMJ Home :olur ons «-?/S,Q_00_._0 Deposit by DMJ Home Solutions, LLC __ __' I _I _ . mNew lst loan from Pelorus Equity Groqunc __ > ~ _, Underwriting Fee to a Pelorus Equity Group Processing Fee to to Peiorus Equity Group Inspection Fees to to Petorus Equity Group I ¥ _ Project Oversight Fees to to Petorus Equity Groupzwm _ Fund Control Fees t0 to Pelorus Equity Group _ Lega! - Docs to Geraci aw Firm Processing Fee to to Key Legacy Real Estate Sewices __m___” Loan Origination Fee t0 to Pelorus Equity Group, inc >W 12 Months Interest Reserves Rehab Fees to Dixiline Builders Fund Control ,_ _ V _ _> w Referring Brokers Co. .mission to to Key Leggcy RelesJare‘Sm/‘ivegzes New 2nd loan from Blue Bridge Claremont [rust > ‘ Interest, 05/05/17 to 06/01/17, 27 days @ $205 48 Loan Origination Fee tc to Mandoser, Inc, dba Funding Warehousc. p Subordination Fee to to Madoser Inc dbaflfigngyng\A/‘aye‘h‘oggaw _‘ New 3rd loan from Bluefiridge Investments, LLC, _ Unfunded Dursuant to Agreement Hazard Insurance to Kav Paw Insurance V U Commission to Key Leuacv Real Estate Services ~ H Buyer Credit Selier Funds on Hold for Sewer Later CertiricaLe _ _ Interest © $381 51 fron S/S to 5/12- to be adjusted Der cor: ” M Prorata R.E. Taxes, 05/11/17 to 07/01/17, SO days (5" $438856 Escrow Fees to Old Republic Title Company Additiona! Charges Loan T‘xe-In Fee ~ to C “.j Repubfic Title Companx Notary Fees to Martha Rodriguez TitIe Charges H v CLTA Owner's Poliq to Lawyers Title CLTA Loan Pong to Lawyers Title ALTA Loan Policy to Lawyers Title ALTA Loan Poficy to Lawyers Title Endorsements . .V. . 4 . . ,, . .._ . ..._.-_..,..__,.,..-.__ Endorsement Fees t0 Lawyers Titie ,, .. ,. V . , K . V. . iafi-QL Recordim Service & Sub Escmw to Lawyers Title m 457.00 '- cugy Transfer Tax to cm, or‘ Oakland ' Due To Buyer :f/g/n gs 5m M4 2__,5_0Q,QQQ._QC u i1 865 Oo ; _._. w ..,.._.3.’LQQQ.QQ_'_- “ "”3“; 410.00 JJ/J‘J May x2, 2017 8:42 AM Buver's Settfement Statement Page i Oi, - Wan? * OLD REPUBLEC TETELE SCOMPANY A MEMBER OF THE OLD RFPUBUC Ti': ! 151 Petaluma Blvd South. Suize 125 v wit)? '.\'$fii2.1 c££ (3 ({OL‘! Petalum?‘ 'CA- 9'4£15;’ ' ’IUT} 753 ”95,“:- DMJ Home Solutions, LLC 2059 Camden Avenue '- 154. San Jose, CA 95124 Property: S401 Claremorrt Avenue, Oakland, CA 94618 Buyer's Settlement Statement Cont. FAX (707) 7620473 Date: May 12, 2017 Escrow No.1 0812013996 JJ Escrow Officer: June James Settlement Date: May 11, 2017 Item Debits Credits Total _ _ _ _ "'“f'"3';'é§6,“§§5i65"QMEJGEBEEIEt JJ/jj May 12, 2017 8:42 AM, Buyer’s Settlement Statement Page 2 of 3 EXHIBITC Settlement Date: Disbursement Date: Buyer: Seller: Seller: Property: Lender: Fidelity National Title Company 2315 South Bascom Ave., Suite 100, Campbell. CA 95008 Phone: (408)371-8040 I FAX: (408)371-9174 FINAL MASTER STATEMENT January 29, 2019 Escrow Number: FSBC-4031801177 January 29, 2019 Escrow Officer: Jason Herrera Email: JHerrera@fnf.com Chanchal Chatterjee and Sudeshna Chatterjee 18803 Devon Avenue Saratoga, CA 95070 Apex Development Group. LLC 4730 S. Fort Apache Road #300 Las Vegas, NV 89147 DMJ Home Soiutions LLC, A Nevada Limited Liability Company 2059 Camden Avenue. Suite 154 San Jose, CA 95124 14521 Weeth Drive San Jose. CA 95124 Parcel lD(s): 419-12‘011 Bank of the West 13505 California Street Omaha, NE 68154 Loan Number: 8810131710 SELLER BUYER S DEBITS $ CREDITS $ DEBITS $ CREDITS FINANCIAL CONSIDERATION 2,250,000.00 Sale Price of Properly 2,250,000.00 108.000.00 90.00 1,800.00 175,00 CERT|F|ED COPY Deposit 50,000.00 Loan Amount 1,800,000.00 Buyer‘s funds to close 154,140.00 Buyer's funds to close 250,000.00 PRORATIONSIADJUSTMENTS 6,708.71 County Taxes/41 9-1 2-011 at $7,944.53 6,708.71 01/29/19 to 07/01/19 COMMISSIONS Commission - Listing Agent to Key Legacy Real Estate Services NEW LOAN CHARGES - Bank of the West Total Loan Charges: ($7,802.07) Lender Crest 16,847.96 Loan Adminis‘ration Fee to Bank of the West 895.00 Rate Renegoialion Fee to Bank of the West 6.750.00 Appraisal Fee to ServiceLink 441 .00 $499.00 paid outside closing by Buyer Credit Report Fee to Corelogic 108.96 Flood Certification to Corelogic 5.00 MERS Registration Fee to MERS 11.95 Tax Service to Corelogic 175.00 Verification Fees to Equifax 67.20 Prepaid Interest 591 .78 $197.26000 per clay from 01/29/19 to 02/01/19 Bank of the West TITLE & ESCROW CHARGES Title ‘ Notary to Jason Herrera 120.00 ALTA 6-06 - Variable Rate (CLTA 111 .5-06) to 0.00 Fidelity National Title Company ALTA 8.1-06 « Environmental Protection Lien (CLTA 25.00 110.9-06) to Fidelity National Title Company Tntle - Escrow Fee to Fideiity National Title Company Title - Lender's Title Insurance to Fidemy National 1.749700 Title Company Title - Mobite Signing Fee to Michael S. Lucio Title - New Loan Service Fee to Fidelity National 340.00 Title Company Page 1 of3 (FSBC-4031801177/76) January 29, 2019 2:30 PM P FINAL MASTER STATEMENT - Continued SELLER BUYER $ DEBITS 5 CREDITS $ DEBITS $ CREDITS TITLE 8. ESCROW CHARGES (continued) Title - Recording Service Fee to SPL 14.00 13.00 Title - Special Courier Fee 19 Fidelity National Tlfle 1300 Company 3,851.00 'fitle - Owner’s Title Insurance to Fidelity National Tme Company Policies to be issued: Owners Policy Coverage: $2,250,000.00 Premium:$3,861.00 Version: ALTA Homeowner‘s Policy of Title Insurance 2013 Loan Policy Coverage: $1,800.000.00 Premium:$1,749.00 Version: ALTA Loan Policy 2006 GOVERNMENT CHARGES 102.00 Recording Fees ($188.00) to Fidelity National Titie 109-00 Company 2.475.00 Santa Clara County Transfer Tax to Fidemy National Title Company PAYOFFS Payoff of First Mortgage Loan to Pelorus Equity Group Inc ($1,657,788.47) 1,592,500.00 Principal Balance 28,1850? lnterestTo 01/25/1 9 2.486.94 Additional Interest (From 01/25/19 To 01/29/19 @ $414.490000 Per Diem p1us 2 Extra Days) 1,260.73 Accrued Late Charges 165.00 Other Fees 31 £30.00 Unpaid Charges 1,260.73 Unpaid Late Charges Payoff of Second & Third Mongage Loan to Jinsong Hu ($1 50,399.12) 150,399.12 Total Payoff MISCELLANEOUS CHARGES Homeowner‘s Insurance Premium to Homesite 827.00 12 months 16,703.51 Property Taxes to SCC DTAC 12 months 900.00 Consulting Fee lo Bay Area Energy Consultants 210,00 Delivery Charges k) Rich Voss Trucking. Inc. 3.431 .79 Electrical Work to Beto Sosa 83.383.03 General Contractor Invoice to Apex Development Group, LLC 5,295.34 Glass Installation to AMC Glass Company 820-00 Home Warranty to HomeGuard Home Warranty, Inc. 480.00 Inspections to Construction Inspection Specialists 1.21 5.00 Landscaping to Better Gardening & Landscape Services 8,084.47 Lumber/Delivery Costs to Golden Slate 99.00 Namral Hazards Disclosure to Disclosure Source 118,182.98 Project Cordination/Reimbursements to Boxcar Property Solutions, LLC 6,000.00 Staging to Avery Interior Home 1,000.00 Tile Work to Diuriber Gomez 69500 Transaction Fee to Key Legacy Real Estate 595-00 Services 85,500.00 Payoff of Fourth Mortgage Loan lo Kevin Marin 2,256,708.71 2,256,708.71 Subtotals 2,269,651 .60 2.270.987.96 Balance Due TO Buyer 1,336.36 2,256,708.71 2,256,708.71 TOTALS 2,270,98796 2,270,987.96 CERTIFIED COPY Page 2 of 3 (FSBC4031801177l76) January29, 2019 2:30 PM P CERTIFIED COPY FINAL MASTER STATEMENT - Continued THIS IS A CERTIFIED COPY OF THE ORIGINAL DOCUMENT(S) BY FIDELITY NATIONAL TITLE COMPANY Fidemy Nafimal Title. Company.» Semement Agent. . SAVE THIS STATEMENT FOR INCOME TAX PURPOSES P398 3 OIS (FSBC4031801177/76) January 29, 2019 2:30 PM P Fidelity National Title Company 2315 South Bascom Ava, Suite 100, Campbell, CA 95008 Phone: (408)371-8040 1 FAX: (408)371-9174 ESTIMATED SELLER'S STATEMENT Settlement Date: January 25. 2019 Escrow Number: FSBC-4031801177 Disbursement Date: January 25, 2019 Escrow Officer: Jason Herrera _ Erna“: JHerrera@fnf.com Buyer: Chanchal Chatterjee and Sudeshna Chatterjee 18803 Devon Avenue Saratoga, CA 95070 Seller: Apex Development Group, LLC 14521 Weelh Drive San Jose. CA 95124 Seller: DMJ Home Solutions LLC, A Nevada Limited Liability Company 14521 Weeth Drive San Jose, CA 951 24 Property: 14521 Weeth Drive San Jose. CA 95124 Parcel |D(s): 41942-011 $ DEBITS $ CREDITS FINANCIAL CONSIDERAT|ON Sale Price of Property 2,250.000.00 PRORATIONSIADJUSTMENTS County Taxes/419-1 2-011 at $194453 01/25/19 ‘0 07/01/19 ($7,944.53 I 180 X 156 days) 6.885.26 COMMISSIONS Commission - Listing Agent Key Legacy Real Estate services 108,000.00 TITLE & ESCROW CHARGES Title ~ Escrow Fee Fidelity National Tule Company 1.800-00 me - Mobile Signing Fee Fidelity National me Company 200.00 Tulle - Special Courier Fee Fidelity National Title Company 3000 Tiue - Owner's Title Insurance Fidenty Natlonai Title Company 3,351.00 Policies to be issued: Owners Policy Coverage: $2,250,000.00 Premium: $3,861.00 Version: ALTA Homeowner's Policy of Title Insurance 2013 GOVERNMENT CHARGES Santa Clara County Transfer Tax Fiaemy National “fine Company . 2,475.00 PAYOFFS Payoff of First Mortgage Loan Pelorus Equity Group Inc ($1 ,656,959.49) Principal Balance ‘ _ 1,592,500.00 lnkere'st To 01/25/19 I 28.185.07 Addlfional Interest (From 01/25/19 To 01/25/19 @ $414.490000 Per Diem plus 4 Extra 1.657.96 Days} ~ Accrued Late Charges 1.260‘73 Other Fees 165.00 Unpaid Charges 31,930.00 Unpaid Late Charges r 1,260.73 MISCELLANEOUS CHARGES Property Taxes SCC DTAC 16,703.51 12 months CODSUWnQ Fee BayArea Energy Consunants ' 5,000.00 De'iVery Charges Rich Voss Trucking, Inc. 440.00 Etectrlcal Work 39m Sosa 3‘431 ‘79 _ Giass instaliation AMC Glass Company 5,295.34 Home Warfamy HomeGuard Home Warranty, Inc. 820.00 Inspections Construction Inspection Specialists 480.00 Landscaping I Better Gardening 8. Landscape Services 1,215,00 LumberlDelivery Costs Golden State 17,335.38 Natural Hazards Disclosure Disclosure Source 990° Page 1 orz (FSBc-4031801177/52) January 24, 2019 12:44 PM P ESTIMATED SELLER'S STATEMENT - Continued $ DEBITS S CREDITS MISCELLANEOUS CHARGES (continued) Project Management Fee Boxcar Property Solunons. LLC 118,182.98 Reimbursment Apex Development Group. LLC 102,520.11 Staging Avery Interior Home 6.00000 W9 Work Diuriber Gomez 1,000.00 Transacuon Fee Key Legacy Real Estate Servlces 695.00 Payoff of Fourth Mortgage Loan Kevin Marin 85,500.00 Subtotals 2,138,043.60 2.256.885.26 Balance Due TO Seller 118,841.66 TOTALS 2,256,885.26 2,256,885‘26 I have carefully reviewed ‘he Settlemenk Statement and to the best of my knowledge and belief. it is a true and accurate statement of all receipts and dlsbursements to be made on my account or by me in this transaction. l further cerfify that I have received a copy of the Settlement Statement. SELLER: Apex Development Group LLC, a Nevada limited fiabilitygjy BY: Eric Fog!e§’6ng, manager DMJ Home Solutions LLC. a Nevada limited liability company BY: David Herrera. manager Page 2 0f2 (FSBC-4031801177/52) January 24. 2019 12:44 PM P V " :ZI‘Z: I‘LEZLKEMWW; l Fidelity National Title Company 2315 South Bascom Ave.. Suite 100, Campbell, CA 95008 Phone: (408)371-8040 I FAX: (408)371~9174 ESTIMATED BUYER'S STATEMENT Settlement Date: January 25. 2019 Disbursement Date: January 25, 2019 Escrow Number: FSBC~4031801177 Escrow Officer: Jason Herrera Email: JHerrera@fnf.com Buyer: Chanchal Chatterjee and Sudeshna Chatterjee 18803 Devon Avenue Saratoga. CA 95070 Seller: Apex Development Group, LLC 14521 Weeth Drive San Jose, CA 951 24 Seller: DMJ Home Solutions LLC. A Nevada Limited Liability Company 14521 Weeth Drive San Jose, CA 95124 Property: 14521 Weeth Drive San Jose, CA 951 24 Parcel lD(s): 41942-011 Lender: Bank of the West 13505 California Street Omaha. NE 68154 Loan Number: 8810131 710 FINANCIAL CONSIDERATION 5 DEBITS 5 CREDITS Sale Price of Property 2,250,000.00 Deposit 50,000.00 Loan Amount Bank of the West 1,800,000.00 PRORATIONS/ADJUSTMENTS county Taxes/419-12-011 at $7,944.53 01/25/19 to 07/01/19 ($7,944.53/ 180 X 156 days) 6,885.26 NEW LOAN CHARGES - Bank of the West Tomi Loan Charges: ($6,815.77) ' Lender Credits Bank of the West 16,847.96 Loan Administration Fee Bank of ‘he West 895.00 Rate Renegoiation Fee Bank of the west 6,750.00 Appraisal Fee ServiceLink 441 _oo $499.00 paid outside closing by Buyer Credit Report Fee Corelogic 108.96 Flood Certification Corelogic 5-00 MERS Registration Fee MERE, 11 .95 Tax Service Corelogic 175.00 Verification Fees Equifax 67.20 Prepaid lnzerest 1.575.08 $197‘26000 per day from 01/24/19 to 02/01/19 Bank of the West TITLE & ESCROW CHARGES ALTA 6-06 - Variable Rate (CLTA Fidthy National Title Company 0130 111 .5-06) ALTA 8.1-06 - Environmental Fidelity National Title Company 25-00 Protection Lien (CLTA 110.9-06) me - Lender‘s Tune Insurance Fidelity National Title Company 1,749.00 fitle - Mobile Signing Fee Fidemy National Title Company 200.00 Title ‘ New Loan Service Fee Fidelity Nationai Title Company 340-00 Title - Recording Service Fee sPL 14.00 Title - Speciai Courier Fee Fidelity Nauonal 1mg Company 30.00 Policies to be issued: Loan Policy Coverage: $1 ,800.000.00 Premium: $1,749.00 Version: ALTA Loan Policy 2006 GOVERNMENT CHARGES RGCOFdinQ Fees Fidelity Nationai Title Company 158-00 MISCELLANEOUS CHARGES Page 1 ol 2 (FSBC4031801177/44) January 24, 2019 8:57 AM P ESTIMATED BUYER'S STATEMENT - Continued 5 DEBITS $ CREDITS MISCELLANEOUS CHARGES (continued) ' Homeowner‘s Insurance Premium Homesite 827.00 12 months Transaction Fee Key Legacy Real Estate Services 695.00 Subtotals 2,270,985.45 1,866.847‘96 Balance Due FROM Buyer 404,137.49 TOTALS 2,270,985.45 2,270,985.45 l have carefully reviewed the Settlement Stakement and to the bes‘ of my knowledge and belief it is a true and accurate statement of all receipts and disbursements to be made on my account or by me in (his transaction. I further certify that I have received a copy of the Semement Siatement. Ch(:nchal Chatterjee BUYER: Sudeshna Chatterjee Page 2 of? (FSBC-403180117T/44) January 24, 2019 8:57 AM F v- ".vm- mo‘rwcn- : fXJ-[IBITD 2/15/2019 ABOUT [ Sillicon Valley New Construction l Luxury homes 1 Custom Building I DMJ Home Solutions :Sillicon Valiey New Construction I Luxury Hi homes I Custom Building l DMJ Home Sofuliions DAVID MJ HERRERA C)WN E ?V‘, httpszl/dmjhomesolulions.com/about/ 1/9 2/1 5/2019 ABOUT l Sinicon Valley New Construction l Luxury homes I Custom Building l DMJ Home Solutions Min hltps://dmjhomesoiutions.Com/abouU {\D 2/15/2019 ABOUT l Simeon Valley New Construction I Luxury homes 1 Custom Building 1 DMJ Home Solutions MICHAELA ROUSSEAU https://dm}homesolutions.com/about/ 2/15/2019 ABOUT I Sillicon Valley New Construction | Luxury homes l Custom Building l DMJ Home Solutions PROJECT ?\Ih‘H‘ https://dmjhomesolutions‘com/abouU 41‘9 2/15/2019 ABOUT | SiNicon Valley New Construction l Luxury homes l Custom Building [ DMJ Home Sotunons https://dmjhomesolutions.c0m/abouU 2/15/2019 ABOUT i Sillicon Valley New Construction l Luxury homes l Custom Building | DMJ Home Solutions SHARON ELBERFlELD hupsvldmjhomesolutions.com/about/ GIS‘ 2/15/2019 ABOUT [ Sillicon Valley New Construction | Luxury homes J Cusmm Building l DMJ Home Solutions hnpszlldm1homesolutions.com/aboutl 2/15/2019 ABOUT | Sillicon Valley New Construction I Luxury homes I Custom Building f DMJ Home Solutions htlps://dmjhomesolutionscom/aboul/ 8/9 2/15/2019 ABOUT 1 Sillicon Valley New Construction | Luxury homes l Custom Building l DMJ Home Solutions LUCIO RIVERA 'DRHQTEF hUpafldnjhomesoMfionsconVabouU 9K