Offers, Counteroffers and other Optional Clauses

1. Offers, Counteroffers and other Optional Clauses Clauses for Your ZipForms’ Clause Manager Presented by Holly M. Thomas July 2010

2. How to Access Clauses in Your Transactions? • 1. Log in to ZipForms 6. • 2. Open up your Transaction. • 3. Open document to be edited. • 4. Click on Edit tab and choose “Clauses” • 5. Choose Category and Title of Clause to be Inserted.

3. 4. Click on “Edit” tab and choose “Clauses”

4. 5. Choose Category and Title of Clause to be Inserted

5. How to Access Clause Manager? (Adding, Deleting or Altering Clauses) • 1. Log in to ZipForms 6. • 2. Click on Clause Manager tab. • 3. Add or Access Clauses.

6. 2. Click on Clause Manager

7. 3. Add or Access Clauses

8. Clauses • Goal? • Who is obligated? • What is the timing / deadline? • Who is paying? • Who is Your Client? • How are you meeting your client’s goals? • How are you protecting your client? • If money is being paid by your client, do you have a release as consideration?

9. Area Crime Disclosure • The neighborhood surrounding the Property has experienced some crime in the past. Buyer is strongly advised to contact the local [Los Angeles] Police Department substation [at ___________] for more information.

10. Assignees • Buyer shall be “_________________”. Any assignment of the Agreement by Buyer shall be subject to the written approval of Seller.

11. Building Report (Los Angeles 9A Report) • Seller shall pay for and provide Buyer with a “Report of Residential Property Records and Pending Special Assessment Liens” (“9A Report”) in accordance with Los Angeles City Ordinance No. 144.942 and within the time specified in Paragraph 14A. The 9A Report is a required disclosure under Paragraph 6A(1) as it is a legally required Seller disclosure by the City of Los Angeles. Buyer and Seller acknowledge that Broker(s) is not responsible for the delivery of the 9A Report

12. Changing Blanks in Contract • The blank in Paragraph [14B(1)] shall be [21] days. • The purchase price in Paragraph [3F] shall be $________.

13. Currently under Contract, Client wants to write an offer • This contract is subject to the cancellation of current contract on property located at XXX, YYY, CA.

14. DocuSign – Optional Liquidated Damages/Arbitration • As we have discussed, please note that Paragraphs 25 & 26B are paragraphs that are marked in DocuSign as optional for you to execute or not. If you desire to include either paragraph, then please execute that paragraph. If you do not want to include either paragraph, do not execute on the paragraph that you do not desire to be included.

15. Elevator Disclaimer • Tenant hereby agrees to hold Landlord and Broker harmless in connection with any claim, demands, liabilities, or causes of action, whether known or unknown, suspected or unsuspected, which arise due to or in connection with the Tenant’s (and Tenant’s family, friends’ or guest’s) use of the elevator located on the association property in which the Property is located.

16. Expired Offer • Seller acknowledges that attached offer has expired and this counter offer does not create a binding agreement unless and until it is subsequently executed by Buyer below or on a subsequent counter offer. Buyer’s execution below is deemed Buyer’s agreement that original offer is incorporated herein.

17. Financing Terms • Seller: Interest shall be at best available rates. • Buyer: Interest shall be at best prevailing rates.

18. HOA Documents Missing • Buyer acknowledges that s/he may not have received all of the HOA documentation required to be disclosed per California state law. In addition, there may be fees (upcoming special assessments or other charges) due the HOA in the future that are not set forth on the HOA’s demand to the Seller at the time of sale to Buyer. RE/MAX has no knowledge regarding such future HOA fees, assessments or other charges that may subsequently be charged to the Buyer. Buyer should conduct his/her own due diligence regarding such matters, including, but not limited to, contacting the HOA members or management company directly to obtain information.

19. Holdover payments for Seller • Should Seller remain in possession of the Premises beyond the Close of Escrow, Seller’s continued occupancy of the Premises shall not be considered a tenancy. Further, [beginning ___ days after Close of Escrow,] Seller shall pay Buyer a per diem late fee of Buyer’s monthly PITI ($_____) divided by 30 days.

20. Holdover payments for Seller Leaseback • Notwithstanding anything set forth above, should Tenant remain in possession of the Premises beyond the Expiration Date, Tenant’s continued occupancy of the Premises, at Landlord’s option, shall be considered a month-to-month tenancy that may be terminated by either party on thirty (30) days’ notice to the other party. All terms of this Lease shall be fully applicable to the month-to-month tenancy insofar as consistent with a month-to-month tenancy, except that the Base Rent shall be ____ times Buyer’s monthly PITI. If Tenant remains on the Premises for a portion of a month, Rent shall be $____ per day. Acceptance by Landlord of any Rent or other charges after the Expiration Date shall not constitute consent to a holdover hereunder, constitute acceptance of Tenant as a tenant at will, or result in a renewal of the Lease.

21. Lease Renewal Options and Commission Payment upon Renewal • Upon the expiration of the lease term, if Tenant is in good standing with Landlord, Tenant shall have the two (2) options to renew the lease for one (1) year each. Such renewal shall be on the same terms as the initial lease term except that the Rent shall be increased by 5% upon each renewal. In addition, upon such renewal, Landlord shall pay Broker compensation of ___%, which payment is due upon such renewal. Such payment shall be governed by Paragraph 19 of the Lease Listing Agreement between Broker and Landlord.

22. Licensing and Relationship Disclosures If Buyer or Seller is an agent/broker: • ________ (Buyer or Seller) is a licensed real estate salesperson or broker. If agent is related to buyer/seller: • ___________________, an Agent(s) in this transaction, is related to one of the Principals as follows: ____________________________.

23. Liquidated Damages/Arbitration • YES: The [liquidated damages provision of Paragraph 25][arbitration provision of Paragraph 26B] is incorporated into this Agreement. Therefore, even if one or more parties does not initial Paragraph [25 or 26B], such paragraph shall still be deemed a part of this Agreement. • NO: The [liquidated damages provision of Paragraph 25][arbitration provision of Paragraph 26B] is not incorporated into this Agreement.

24. Loan Progress • If the Agreement contains a loan contingency, Buyer shall keep Seller reasonably informed of the progress of the loan and use reasonable efforts to notify Seller within twenty-four (24) hours of any change of lender or change to any term of the loan. Buyer hereby grants permission to Seller and/or listing agent to obtain information directly from Buyer’s lender regarding the progress/status of the loan. Buyer hereby instructs selling agent to provide listing agent with lender’s contact information immediately upon submission of any and all loan applications.

25. Missing Appliances • Seller and Buyer acknowledge that the following items are missing on the Property and that Seller shall replace such items no later than ____ days before Close of Escrow: microwave above stove, dishwasher, closet doors, etc. • If there are specific styles or types of each item, you should specify that in parentheses behind each item, or you can include the following if your buyer agrees (and then would need to include outside values for each item): Buyer acknowledges that the cost of each said item is limited as stated and shall be able to pick out each items to the extent that the cost does not exceed the amount specified for each item. If Buyer desires an item of greater value, Buyer shall credit Seller for the excess value at close of escrow.

26. Notices Provision (if not using RDN) • Notices will be deemed duly given, served or delivered (a) upon delivery when personally delivered to the party to whom it is addressed [or to Principal’s Broker], (b) three (3) days after being deposited in the United States mail, duly registered or certified, with postage prepaid, (c) the next business day when sent via overnight mail by a nationally recognized overnight delivery service (e.g. Federal Express), or (d) upon receipt when sent via e-mail or facsimile transmission, provided receipt occurs between 8:00 a.m. and 5:00 p.m. on a day other than a holiday, otherwise the following day. Either party may change the party’s address for these purposes by giving written notice of the change to the other party in the manner provided in this paragraph.

27. Pool Disclaimer • Buyer hereby agrees to hold Seller and Broker harmless in connection with any claim, demands, liabilities, or causes of action, whether known or unknown, suspected or unsuspected, which arise due to or in connection with lack of fencing or child-resistant barrier around the swimming pool located on the Property.

28. Purchase/Sale by a Spouse as Sole Property • [Buyer or Seller] is [purchasing or selling] the Property as his/her sole and separate property. [Buyer’s or Seller’s] spouse agrees by his/her signature below to sign the appropriate documentation within 10 days of execution of this Agreement or the [Seller or Buyer] shall have the right to cancel this transaction. No other paragraph in this Agreement shall be applicable to such spouse and such spouse shall not be bound by any other paragraph in this Agreement. • Include a place for spouse to sign: Spouse’s Signature:

29. Property May Be Rent Controlled • Buyer acknowledges that the Property may be subject to local rent control. Seller and Seller’s Broker recommend that Buyer contact the local authorities to determine how local rent control laws may affect the Property.

30. Short Sale Grant Deed & Documents • Notwithstanding Paragraph 1 of the Short Sale Addendum, Seller agrees to deliver the executed escrow instructions and grant deed to escrow holder within ___ days after _______. Such deed shall be irrevocably delivered unless Buyer agrees to cancel escrow then the executed deed shall be returned unrecorded to Seller.

31. Survey – for places that need a survey For purchase agreement (NOT TDS or AVID): • Buyer is advised to obtain a professional survey in order to determine the exact boundary lines of the Property. For TDS/AVID: • Exact property lines cannot be determined due to size of property.

32. Vacancy • Per Paragraph 5C, Property shall be vacant ___ days Prior to Close of Escrow. Buyer shall have access to the Property to verify vacancy at least ____ days Prior to Close of Escrow. Buyer may give Seller a Notice to Seller to Perform (C.A.R. Form NSP) if Property is not vacant at such time as vacancy is a condition to Close of Escrow.

33. All Clauses will be on the Intranet/ Extranet for downloading after last Roundtable. The End