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<br /> 18.1 If this sale is not consummated due tothe default of either the Buyer or Seller,the defaulting Party shall be liable to and shall pay to Brokers the Brokerage
<br /> Fee that Brokers would have received had the sale been consummated. If Buyer is the defaulting party,payment of said Brokerage Fee is in addition to any obligation
<br /> with respect to liquidated or other damages.
<br /> 18.2 Upon the Closing,Brokers are authorized to publicize the facts of this transaction.
<br /> 19. Notices.
<br /> 19.1 Whenever any Party,Escrow Holder or Brokers herein shall desire to give or serve any notice,demand,request,approval,disapproval or other
<br /> communication,each such communication shall be in writing and shall be delivered personally,by messenger.or by mail,postage prepaid,to the address set forth in
<br /> this agreement or by facsimile transmission,electronic signature,digital signature,or email.
<br /> 19.2 Service of any such communication shall be deemed made on the date of actual receipt if personally delivered,or transmitted by facsimile transmission,
<br /> electronic signature,digital signature,or email. Any such communication sent by regular mail shall be deemed given 48 hours after the same is mailed.
<br /> Communications sent by United States Express Mail or overnight courier that guarantee next day delivery shall be deemed delivered 24 hours after delivery of the
<br /> same to the Postal Service or courier If such communication is received on a Saturday.Sunday or legal holiday,it shall be deemed received on the next business day.
<br /> 19.3 Any Party or Broker hereto may from time to time.by notice in writing,designate a different address to which,or a different person or additional persons
<br /> to whom,all communications are thereafter to be made
<br /> 20. Duration of Offer.
<br /> 20.1 If this offer is not accepted by Stier on Or before 5.00P.M.according to the tune standard applicable to the city of PleaSant on,
<br /> CaliTOL-nia on the date of Thursday, [riber 1, 2018 ,itshaft bedeemed automatically revoked.
<br /> 20.2 The acceptance of this offer,or of any subsequent counteroffer hereto,that creates an agreement between the Parties as described in paragraph 1.2,shall
<br /> be deemed made upon delivery to the other Party or either Broker herein of a duly executed writing unconditionally accepting the last outstanding offer or
<br /> counteroffer
<br /> 21. LIQUIDATED DAMAGES.(This Liquidated Damages paragraph is applicable only if initiated by both Parties).
<br /> THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX,PRIOR TO SIGNING THIS AGREEMENT,THE ACTUAL DAMAGES WHICH
<br /> WOULD BE SUFFERED BY SELLER IF BUYER FAILS TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT.THEREFORE,IF,AFTER THE SATISFACTION OR WAIVER
<br /> OF ALL CONTINGENCIES PROVIDED FOR THE BUYER'S BENEFIT,BUYER BREACHES THIS AGREEMENT,SELLER SHALL BE ENTITLED TO LIQUIDATED DAMAGES IN THE
<br /> AMOUNT OF . . UPON PAYMENT OF SAID SUM TO SELLER,BUYER SHALL BE RELEASED FROM ANY FURTHER LIABILITY TO SELLER,AND ANY
<br /> ESCROW CANCELLATION FEES AND TITLE COMPANY CHARGES SHALL BE PAID BY SELLER. c-os
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<br /> Buyer's Initials Sc"Ile.44witials
<br /> 22. ARBITRATION OF DISPUTES. (This Arbitration of Disputes paragraph is applicable only if initialed by both Parties.)
<br /> 22.1 ANY CONTROVERSY AS TO WHETHER SELLER IS ENTITLED TO THE LIQUIDATED DAMAGES AND/OR BUYER IS ENTITLED TO THE RETURN OF DEPOSIT MONEY.
<br /> SHALL BE DETERMINED BY BINDING ARBITRATION BY,AND UNDER THE COMMERCIAL RULES OF THE AMERICAN ARBITRATION ASSOCIATION("COMMERCIAL RULES")
<br /> ARBITRATION HEARINGS SHALL BE HELD IN THE COUNTY WHERE THE PROPERTY IS LOCATED.THE NUMBER OF ARBITRATORS SHALL BE AS PROVIDED IN THE
<br /> COMMERCIAL RULES AND EACH SUCH ARBITRATOR SHALL BEAN IMPARTIAL REAL ESTATE BROKER WITH AT LEAST 5 YEARS OF FULL TIME EXPERIENCE IN BOTH THE
<br /> AREA WHERE THE PROPERTY IS LOCATED AND THE TYPE OF REAL ESTATE THAT IS THE SUBJECT OF THIS AGREEMENT.THE ARBITRATOR OR ARBITRATORS SHALL BE
<br /> APPOINTED UNDER THE COMMERCIAL RULES.AND SHALL HEAR AND DETERMINE SAID CONTROVERSY IN ACCORDANCE WITH APPLICABLE LAW,THE INTENTION OF
<br /> THE PARTIES AS EXPRESSED IN THIS AGREEMENT AND ANY AMENDMENTS THERETO,AND UPON THE EVIDENCE PRODUCED AT AN ARBITRATION HEARING.
<br /> PRE ARBITRATION DISCOVERY SHALL BE PERMITTED IN ACCORDANCE WITH THE COMMERCIAL RULES OR STATE LAW APPLICABLE TO ARBITRATION PROCEEDINGS.
<br /> THE AWARD SHALL BE EXECUTED BY AT LEAST 2 OF THE 3 ARBITRATORS,BE RENDERED WITHIN 30 DAYS AFTER THE CONCLUSION OF THE HEARING,AND MAY
<br /> INCLUDE ATTORNEYS'FEES AND COSTS TO THE PREVAILING PARTY PER PARAGRAPH 16 HEREOF.JUDGMENT MAY BE ENTERED ON THE AWARD IN ANY COURT OF
<br /> COMPETENT JURISDICTION NOTWITHSTANDING THE FAILURE OF A PARTY DULY NOTIFIED OF THE ARBITRATION HEARING TO APPEAR THEREAT.
<br /> 22.2 BUYER'S RESORT TO OR PARTICIPATION IN SUCH ARBITRATION PROCEEDINGS SHALL NOT BAR SUIT IN A COURT OF COMPETENT JURISDICTION BY THE
<br /> BUYER FOR DAMAGES AND/OR SPECIFIC PERFORMANCE UNLESS AND UNTIL THE ARBITRATION RESULTS IN AN AWARD TO THE SELLER OF LIQUIDATED DAMAGES,IN
<br /> WHICH EVENT SUCH AWARD SHALL ACT AS A BAR AGAINST ANY ACTION BY BUYER FOR DAMAGES AND/OR SPECIFIC PERFORMANCE.
<br /> 22.3 NOTICE:BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE"ARBITRATION
<br /> OF DISPUTES"PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED By CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO
<br /> HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND
<br /> APPEAL,UNLESS SUCH RIGHTS ARE SPECIFICALLY INCLUDED IN THE"ARBITRATION OF DISPUTES"PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER
<br /> AGREEING TO THIS PROVISION,YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT
<br /> TO THIS ARBITRATION PROVISION IS VOLUNTARY.
<br /> WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MA . briCLUDED IN THE"ARBITRATION OF DISPUTES"
<br /> PROVISION TO NEUTRAL ARBITRAT
<br /> itt Buyer's Initials Se_ als
<br /> 23. Miscellaneous.
<br /> 23.1 Binding Effect.This Agreement shall be binding on the Parties without regard to whether or not paragraphs 21 and 22 are initialed by both of the Parties.
<br /> Paragraphs 21 and 22 are each incorporated into this Agreement only if initialed by both Parties at the time that the Agreement is executed.
<br /> 23.2 Applicable Law.This Agreement shalt be governed by,and paragraph 22.3 is amended to refer to,the laws of the state in which the Properly is located.
<br /> Any litigation or arbitration between the Parties hereto concerning this Agreement shall be initiated in the county in which the Property is located.
<br /> 23.3 Time of Essence. Time is of the essence of this Agreement.
<br /> 23.3 Counterparts. This Agreement may be executed by Buyer and Seller in counterparts,each of which shag be deemed an original,and all of which together
<br /> shall constitute one and the same instrument. Escrow Holder,alter verifying that the counterparts are identical except for the signatures,is authorized and instructed
<br /> to combine the signed signature pages on one of the counterparts,which shall then constitute the Agreement.
<br /> 23.5 Waiver of Jury Trial.THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING THE
<br /> PROPERTY OR ARISING OUT OF THIS AGREEMENT.
<br /> 23.6 Conflict.Any conflict between the printed provisions of this Agreement and the typewritten or handwritten provisions shall be controlled by the
<br /> typewritten or handwritten provisions. Seller and Buyer must Initial any and all handwritten provisions.
<br /> 23.7 1031 Exchange.Both Seller and Buyer agree to cooperate with each other in the event that either oo both wish to participate in a 1031 exchange. Any
<br /> party initiating an exchange shag bear all costs of such exchange.The cooperating Party shall not have any liability(special or otherwise)for damages to the
<br /> exchanging Party in the event that the sale is delayed and/or that the sale otherwise faits to qualify as a 1031 exchange
<br /> 23.8 Days. Unless otherwise specifically indicated to the contrary,the word"days"as used in this Agreement shall mean and refer to calendar days.
<br /> 24. Disclosures Regarding The Nature of a Real Estate Agency Relationship.
<br /> 24.1 The Parties and Brokers agree that their relanonshiplsl shall be governed by the principles set forth in the applicable sections of the California Civil Code,as
<br /> summarized in paragraph 24.2.
<br /> 24.2 When entering into a discussion with a real estate agent regarding a real estate transaction,a Buyer or Seller should from the outset understand what type
<br /> of agency relationship or representation it has with the agent or agents in the transaction.Buyer and Seller acknowledge being advised by the Brokers in this
<br /> transaction,as follows:
<br /> (a) Seller s Agent.A Sellers agent under a listing agreement with the Seller acts as the agent for the Seller only.A Seller's agent or subagent has the
<br /> following affirmative obligations: (1)To the Seger A fiduciary duty of utmost care integrity,honesty,and loyalty in dealings with the Seller.(2)To the Buyer and the
<br /> Seller a.Diligent exercise of reasonable skills and care in performance of the agent's duties. b.A duty of honest and fair dealing and good faith.c.A duty to disclose
<br /> all facts known to the agent materially affecting the value or desirability of the property that are not known to,or within the diligent attention and observation of,the
<br /> Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the affirmative duties set
<br /> forth above os
<br /> (h) Buyer's Agent. A selling agent can,with a Buyer's consent,agree to act as agent for the Buyer only. In these situations,the agent is n t tekller's
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<br /> INITIALS Last Edited:10/31/2018 2:10 PM INITIALS
<br /> ©2017AIR CRE. All Rights Reserved. OFA-20.00,Revised 01-03-2017
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