RESIDENTIAL PURCHASE AND SALE AGREEMENT

State of California — 1-to-4 Unit Residential Property

[// GUIDANCE: This template is intentionally comprehensive to cover most residential real estate purchase transactions in California. It incorporates statutory requirements under the Civil Code, Health & Safety Code, Revenue & Taxation Code, and applicable federal law. Practitioners should tailor, delete, or supplement provisions as appropriate for the specific transaction, brokerage-form requirements, local custom, and client objectives. This template is designed to complement (not replace) CAR standard forms such as the RPA-CA.]

TABLE OF CONTENTS

1. Document Header and Parties
2. Definitions
3. Purchase Price, Payment Terms, and Deposit
4. Earnest Money Deposit and Escrow
5. Financing Contingency
6. Appraisal Contingency
7. Home Inspection Contingency
8. Title Contingency and Preliminary Title Report
9. Required California Disclosures
10. HOA Disclosures (If Applicable)
11. Escrow and Closing Procedures
12. Title Insurance — CLTA vs. ALTA
13. Prorations and Adjustments
14. Condition of Property and Repairs
15. Home Warranty
16. Casualty and Condemnation
17. Representations and Warranties
18. Covenants
19. Conditions Precedent to Closing
20. Liquidated Damages (Cal. Civ. Code § 1675)
21. Proposition 19 — Property Tax Advisory
22. Dispute Resolution
23. General Provisions
24. Execution and Signatures
25. Exhibits and Schedules

1. DOCUMENT HEADER AND PARTIES

1.1 Agreement Title. RESIDENTIAL PURCHASE AND SALE AGREEMENT (the "Agreement").

1.2 Effective Date. This Agreement is effective as of the date the last Party signs below (the "Effective Date"): [__/__/____]

1.3 Seller.

Name(s): [________________________________]
Address: [________________________________]
City/State/ZIP: [________________________________]
Phone: [________________________________]
Email: [________________________________]
California Driver's License or ID Number: [________________________________]

1.4 Buyer.

Name(s): [________________________________]
Address: [________________________________]
City/State/ZIP: [________________________________]
Phone: [________________________________]
Email: [________________________________]

1.5 Property Description.

(a) Street Address: [________________________________]
City: [________________________________], County of [________________________________], State of California, ZIP: [____]

(b) Assessor's Parcel Number (APN): [________________________________]

(c) Legal Description: As set forth in Exhibit A attached hereto and incorporated by reference.

(d) The Property includes all appurtenant rights, improvements, fixtures, built-in appliances, attached floor coverings, window coverings, and assigned service contracts, together with:

☐ Refrigerator
☐ Washer/Dryer
☐ Pool/Spa Equipment
☐ Solar Panels (☐ Owned / ☐ Leased — see Section 14.7)
☐ Storage Shed(s)
☐ Security System (☐ Owned / ☐ Leased)
☐ Water Softener (☐ Owned / ☐ Leased)
☐ Other: [________________________________]

(collectively, the "Property")

1.6 Recitals.

A. Seller is the fee simple owner of the Property and has the legal right and authority to sell it.
B. Buyer desires to purchase, and Seller desires to sell, the Property on the terms and conditions set forth herein.
C. The parties intend this Agreement to serve as the binding contract of purchase and sale, subject to the contingencies and conditions described below.

1.7 Brokerage Information.

Listing Agent: [________________________________] DRE License #: [________________________________]
Listing Brokerage: [________________________________] DRE License #: [________________________________]
Buyer's Agent: [________________________________] DRE License #: [________________________________]
Buyer's Brokerage: [________________________________] DRE License #: [________________________________]

[// GUIDANCE: Insert all brokerage information. California requires agent identification and disclosure of agency relationships per Cal. Civ. Code §§ 2079.13–2079.24. Agency confirmation must be signed by all parties.]

2. DEFINITIONS

For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below:

"Acceptance" — The date upon which the last Party executes this Agreement, creating a binding contract.

"Business Day" — Any day other than Saturday, Sunday, or a California state-recognized legal holiday.

"Buyer's Investigations" — All inspections, tests, surveys, reviews, and inquiries conducted by Buyer or Buyer's agents concerning the Property.

"Close of Escrow" or "Closing" — The consummation of the purchase and sale through recordation of the Grant Deed with the County Recorder and distribution of funds by Escrow Holder.

"Closing Date" — The date on which Close of Escrow is scheduled to occur: [__/__/____], or [____] days after the Effective Date, whichever is applicable.

"Contingency Period" — The period(s) identified in this Agreement within which Buyer may approve or disapprove specified matters.

"Days" — Calendar days, unless expressly stated as Business Days. If the final day of any period falls on a Saturday, Sunday, or California legal holiday, the period extends to the next Business Day.

"Deposit" — The earnest money deposit described in Section 4.

"Escrow Holder" — [________________________________], a licensed escrow company under Cal. Fin. Code § 17000 et seq.

"Grant Deed" — A California statutory grant deed conveying fee simple title to the Property.

"Hazardous Materials" — Any substance defined, listed, or regulated as "hazardous," "toxic," or a "pollutant" under applicable federal, state, or local Environmental Laws.

"Permitted Exceptions" — Encumbrances, easements, restrictions, and other title matters approved by Buyer under Section 8.

"Preliminary Title Report" or "PTR" — The report issued by the Title Company showing the condition of title to the Property.

"Purchase Price" — The total consideration for the Property as stated in Section 3.1.

"Seller's Knowledge" — The actual (not constructive or imputed) knowledge of Seller without independent investigation or inquiry.

"Title Company" — [________________________________], the company issuing the Preliminary Title Report and the Owner's Title Policy.

[// GUIDANCE: Add or delete definitions as necessary. Ensure all defined terms are used consistently throughout the Agreement.]

3. PURCHASE PRICE, PAYMENT TERMS, AND DEPOSIT

3.1 Purchase Price. Buyer agrees to purchase, and Seller agrees to sell, the Property for a total purchase price of:

$[________________________________] (the "Purchase Price")

(Written Amount: [________________________________] Dollars)

3.2 Payment Structure. The Purchase Price shall be paid as follows:

3.3 Allocation. For tax reporting purposes, the Purchase Price is allocated as follows:
- Land: $[________________________________]
- Improvements: $[________________________________]
- Personal Property (if any): $[________________________________]

The Parties agree to report the transaction consistently with this allocation on all federal and state tax filings.

3.4 Verification of Funds. Within [____] days after the Effective Date, Buyer shall provide Seller with written verification of down payment and closing cost funds (e.g., bank statements, proof of liquid assets, gift letter, or loan pre-approval letter).

[// GUIDANCE: The verification of funds provision is standard practice in California residential transactions. CAR form RPA typically requires 3 days for deposit and 7 days for verification of funds.]

4. EARNEST MONEY DEPOSIT AND ESCROW

4.1 Initial Deposit. Within [____] Business Days after the Effective Date, Buyer shall deliver to Escrow Holder an earnest money deposit of $[________________________________] (the "Initial Deposit") by:

☐ Wire transfer
☐ Cashier's check
☐ Personal check
☐ Other: [________________________________]

4.2 Increased Deposit. Within [____] days after the Effective Date, Buyer shall deposit an additional $[________________________________] with Escrow Holder (the "Increased Deposit"). The Initial Deposit and Increased Deposit are collectively the "Deposit."

4.3 Deposit Handling.

(a) Escrow Holder shall hold the Deposit in a trust account at [________________________________] (financial institution).

(b) ☐ The Deposit shall be held in an interest-bearing account. Interest shall accrue to the benefit of: ☐ Buyer / ☐ Seller / ☐ Split equally. Buyer's tax identification number for interest reporting: [________________________________].

(c) Escrow Holder shall not release the Deposit except upon: (i) mutual written instructions from both Buyer and Seller; (ii) a final court order or arbitration award; or (iii) as otherwise provided herein or by California law.

4.4 Deposit Application.

(a) If Close of Escrow occurs, the Deposit shall be applied toward the Purchase Price.
(b) If Buyer properly cancels pursuant to a valid contingency, the Deposit shall be returned to Buyer less any cancellation fees agreed to herein.
(c) If Buyer defaults, the Deposit may be retained by Seller as liquidated damages per Section 20.

4.5 Deposit Dispute. If the Parties dispute the disposition of the Deposit, Escrow Holder may interplead the funds into court and recover reasonable costs and attorney fees from the Deposit.

[// GUIDANCE: Under standard California practice (and the CAR RPA), the initial deposit is due within 3 Business Days. If the deposit check bounces, this is typically a material breach. The Deposit should not exceed 3% of the Purchase Price if the liquidated damages clause is to enjoy the presumption of reasonableness under Cal. Civ. Code § 1675.]

5. FINANCING CONTINGENCY

5.1 Loan Contingency. This Agreement is: ☐ Contingent / ☐ Not Contingent upon Buyer obtaining financing.

If contingent, Buyer's obligation to purchase the Property is conditioned upon Buyer obtaining a written loan commitment on the following terms (or terms acceptable to Buyer):

(a) Loan Type: ☐ Conventional / ☐ FHA / ☐ VA / ☐ CalHFA / ☐ Jumbo / ☐ Other: [________________________________]
(b) Loan Amount: $[________________________________]
(c) Maximum Interest Rate: [____]% ☐ Fixed / ☐ Adjustable
(d) Loan Term: [____] years
(e) Maximum Points: [____] point(s)
(f) Lender: [________________________________]

5.2 Loan Contingency Period. Buyer shall have [____] days from the Effective Date (the "Loan Contingency Period") to obtain a written loan commitment satisfying the terms above.

5.3 Buyer's Loan Obligations. Buyer shall:

(a) Submit a complete loan application within [____] Business Days of the Effective Date;
(b) Diligently pursue loan approval, provide all documentation requested by lender, and cooperate fully with the lender;
(c) Promptly notify Seller in writing if the loan application is denied;
(d) Remove the loan contingency in writing by delivering a Contingency Removal form to Seller on or before expiration of the Loan Contingency Period.

5.4 Failure to Obtain Financing. If Buyer is unable to obtain loan approval within the Loan Contingency Period despite diligent and good-faith efforts:

(a) Buyer may cancel this Agreement by delivering written notice to Seller;
(b) Upon such cancellation, the Deposit shall be returned to Buyer (less any fees owed to third parties);
(c) Both Parties shall be released from all further obligations under this Agreement.

5.5 Removal of Loan Contingency. Buyer's failure to deliver written notice of cancellation or a request for extension prior to expiration of the Loan Contingency Period shall constitute: ☐ Waiver of the loan contingency / ☐ No waiver (Seller may issue a Notice to Buyer to Perform).

[// GUIDANCE: The standard CAR RPA loan contingency period is 17 days. If Buyer does not remove contingencies on time, Seller must issue a Notice to Buyer to Perform (NBP) before canceling. Seller cannot simply cancel without issuing the NBP and providing an additional period (typically 2 days) for Buyer to act.]

6. APPRAISAL CONTINGENCY

6.1 Appraisal Contingency. This Agreement is: ☐ Contingent / ☐ Not Contingent upon the Property appraising at no less than the Purchase Price.

6.2 Appraisal Contingency Period. The appraisal contingency shall remain in effect for [____] days from the Effective Date (the "Appraisal Contingency Period").

6.3 Low Appraisal. If the Property appraises at less than the Purchase Price:

(a) Buyer may cancel this Agreement and receive a refund of the Deposit;
(b) Buyer may proceed with the purchase and fund the difference between the appraised value and the Purchase Price from Buyer's own funds;
(c) Seller may elect to reduce the Purchase Price to the appraised value;
(d) The Parties may negotiate a mutually agreeable price reduction.

6.4 Appraisal Waiver. If Buyer waives the appraisal contingency, Buyer assumes the risk that the Property may appraise below the Purchase Price and agrees to fund any shortfall from Buyer's own funds.

[// GUIDANCE: An appraisal contingency is critical when financing is involved — the lender will not fund above the appraised value. Cash buyers sometimes waive this contingency to strengthen their offer. Note that removal of the appraisal contingency is separate from removal of the loan contingency.]

7. HOME INSPECTION CONTINGENCY

7.1 Inspection Contingency Period. Buyer shall have [____] days from the Effective Date (the "Inspection Contingency Period") to conduct, at Buyer's expense, all inspections, investigations, tests, and reviews of the Property that Buyer deems appropriate.

7.2 Scope of Inspections. Buyer's Investigations may include, without limitation:

☐ General home inspection (licensed inspector per Cal. Bus. & Prof. Code § 7195 et seq.)
☐ Pest/termite (Wood Destroying Pest — WDO) inspection
☐ Roof inspection
☐ Foundation/structural inspection
☐ Electrical system inspection (including panel capacity — see SB 382)
☐ Plumbing inspection (including sewer lateral)
☐ HVAC inspection
☐ Chimney/fireplace inspection
☐ Pool/spa inspection
☐ Geological/soils report
☐ Environmental assessment (Phase I or Phase II)
☐ Mold/asbestos/lead testing
☐ Radon testing
☐ Well and septic inspection (if applicable)
☐ Survey or boundary determination
☐ Zoning and land use verification
☐ Review of permits and Certificate of Occupancy
☐ Square footage verification
☐ Insurance availability and cost (fire, flood, earthquake)
☐ Other: [________________________________]

7.3 Seller's Obligation to Provide Access. Seller shall make the Property available for Buyer's inspections upon reasonable notice (minimum 24 hours). Seller shall ensure all utilities are on for inspections.

7.4 Buyer's Inspection Obligations. Buyer shall:

(a) Conduct all inspections in a workmanlike, non-destructive manner;
(b) Carry or require inspectors to carry general liability insurance;
(c) Restore the Property to its pre-inspection condition;
(d) Indemnify and hold Seller harmless from injury or damage arising from Buyer's inspections (excluding pre-existing conditions discovered during inspection).

7.5 Request for Repairs. Within the Inspection Contingency Period, Buyer may deliver to Seller a written Request for Repairs identifying items Buyer requests Seller to repair, replace, or credit. Seller shall respond in writing within [____] days of receipt, and may:

(a) Agree to make all requested repairs;
(b) Agree to make some repairs and decline others;
(c) Offer a credit in lieu of repairs; or
(d) Decline all requests.

7.6 Buyer's Election After Seller's Response. If Seller does not agree to all of Buyer's requests, Buyer may:

(a) Accept Seller's response and proceed;
(b) Cancel this Agreement and receive a refund of the Deposit; or
(c) Negotiate further with Seller.

7.7 "As-Is" Option. ☐ Buyer agrees to purchase the Property in its present "AS-IS" physical condition, subject to Buyer's right to inspect and cancel per this Section 7.

[// GUIDANCE: The standard CAR RPA allows 17 days for investigations. Note that even in an "as-is" sale, the Buyer retains the right to inspect and cancel — "as-is" only means Seller is not obligated to make repairs. Seller's disclosure obligations remain fully in effect regardless of an "as-is" clause.]

8. TITLE CONTINGENCY AND PRELIMINARY TITLE REPORT

8.1 Preliminary Title Report. Within [____] days after the Effective Date, Seller shall cause the Title Company to deliver to Buyer a current Preliminary Title Report ("PTR") together with copies of all documents referenced as exceptions therein.

8.2 Title Review Period. Buyer shall have [____] days after receipt of the PTR (the "Title Review Period") to review and approve or disapprove the condition of title.

8.3 Title Objections. If Buyer disapproves any matter shown on the PTR, Buyer shall deliver written notice of objection to Seller specifying the disapproved item(s). Seller shall then have [____] days to elect, in writing, to:

(a) Remove or cure the objected-to items before Close of Escrow;
(b) Agree to provide title insurance endorsements covering the objected-to items; or
(c) Decline to cure the objected-to items.

8.4 Buyer's Election. If Seller is unable or unwilling to cure Buyer's title objections, Buyer may:

(a) Accept title subject to the objected-to items (which then become Permitted Exceptions); or
(b) Cancel this Agreement and receive a refund of the Deposit.

8.5 Condition of Title at Closing. At Close of Escrow, Seller shall convey fee simple title to the Property by Grant Deed, free and clear of all liens, encumbrances, assessments, and defects of title, EXCEPT:

(a) Real property taxes for the current fiscal year (prorated per Section 13);
(b) Any bond or assessment liens;
(c) Covenants, conditions, restrictions, and easements of record approved by Buyer;
(d) Any other Permitted Exceptions.

8.6 Liens and Encumbrances. Seller shall, at or before Close of Escrow, satisfy and cause to be released of record all monetary liens against the Property (including, without limitation, existing deeds of trust, mechanics' liens, and judgment liens).

[// GUIDANCE: In California, the title review period typically runs 17 days from acceptance (same as the investigation period). Buyers should carefully review all CC&Rs, easements, and recorded restrictions, especially in planned developments.]

9. REQUIRED CALIFORNIA DISCLOSURES

[// GUIDANCE: California has the most extensive disclosure requirements of any state. The following checklist covers all major statutory disclosures. Seller must deliver these disclosures as soon as practicable before transfer of title. If disclosures are delivered after Buyer's offer acceptance, Buyer has 3 days (5 days if delivered by mail) to terminate the Agreement. See Cal. Civ. Code § 1102.3.]

9.1 Disclosure Delivery Deadline. Seller shall deliver all required disclosures within [____] days after the Effective Date (the "Disclosure Delivery Period"), or as required by statute, whichever is earlier.

9.2 Transfer Disclosure Statement (TDS).

(a) Pursuant to Cal. Civ. Code §§ 1102–1102.18, Seller shall complete and deliver to Buyer a Transfer Disclosure Statement in the form prescribed by statute.

(b) The TDS must be completed personally by Seller and shall disclose all known material facts affecting the value or desirability of the Property, including but not limited to:
- Structural and mechanical condition of improvements
- Appliance condition and functionality
- Room additions or modifications (permitted and unpermitted)
- Damage history (fire, flood, earthquake, landslide)
- Neighborhood noise, nuisances, and environmental hazards
- Soil issues, drainage problems, and flooding
- Boundary or lot line disputes
- Deaths on the property within three (3) years (Cal. Civ. Code § 1710.2)
- Known environmental hazards (lead, asbestos, radon, formaldehyde, fuel storage)
- Current or pending lawsuits affecting the Property

(c) Agent's inspection supplement: Listing Agent and Buyer's Agent must each complete their respective sections of the TDS based on their visual inspection of the Property per Cal. Civ. Code § 2079.

(d) Amendment obligation: Seller shall promptly deliver an amended TDS if Seller becomes aware of any material change in the information previously disclosed.

(e) Buyer's termination right: If the TDS or any amendment is delivered after contract acceptance, Buyer may terminate this Agreement within three (3) days after personal delivery, or five (5) days after delivery by deposit in the mail, by delivering written notice to Seller.

☐ TDS Delivered ☐ TDS Received by Buyer Date: [__/__/____]

9.3 Natural Hazard Disclosure Statement (NHD).

(a) Pursuant to Cal. Civ. Code §§ 1103–1103.15, Seller shall deliver to Buyer a Natural Hazard Disclosure Statement identifying whether the Property is located within any of the following statutorily defined hazard zones:

☐ Special Flood Hazard Area (FEMA-designated) — per Cal. Gov. Code § 8589.3
☐ Area of Potential Flooding (Dam Inundation Zone) — per Cal. Gov. Code § 8589.4
☐ Very High Fire Hazard Severity Zone — per Cal. Gov. Code § 51178 et seq.
☐ Wildland Fire Area (State Responsibility Area) — per Cal. Pub. Res. Code § 4125 et seq.
☐ Earthquake Fault Zone (Alquist-Priolo) — per Cal. Pub. Res. Code § 2621.9
☐ Seismic Hazard Zone (Liquefaction/Landslide) — per Cal. Pub. Res. Code § 2694

(b) Seller may utilize a third-party NHD report company to satisfy this obligation. Use of a third-party NHD company that provides the statutory disclosures shall be deemed to satisfy Seller's obligations under Cal. Civ. Code § 1103.4.

(c) Liability: Failure to deliver the NHD may result in liability for actual damages suffered by Buyer, including damages up to the full value of the Property (Cal. Civ. Code § 1103.13).

☐ NHD Report Delivered ☐ NHD Report Received by Buyer Date: [__/__/____]
NHD Provider: [________________________________]

9.4 Agent Visual Inspection Disclosure (AVID).

(a) Pursuant to Cal. Civ. Code § 2079 et seq., each licensed real estate agent (both Listing Agent and Buyer's Agent) has a statutory duty to conduct a reasonably competent and diligent visual inspection of the accessible areas of the Property and to disclose to Buyer all material facts affecting the value or desirability of the Property that the inspection reveals.

(b) The AVID is separate from the TDS and must be completed independently by each agent.

(c) Scope: The visual inspection covers only areas that are reasonably and normally accessible. Agents are not required to inspect inaccessible areas, public records, or off-site conditions.

(d) Limitation: Agents do not provide analysis, determine the cause or source of disclosed conditions, or estimate repair costs. Buyer is advised to retain qualified professionals for further investigation.

☐ Listing Agent AVID Delivered Date: [__/__/____]
☐ Buyer's Agent AVID Delivered Date: [__/__/____]

9.5 Lead-Based Paint Disclosure (Pre-1978 Properties).

(a) If the Property was built before 1978, federal law (42 U.S.C. § 4852d and 24 C.F.R. Part 35) requires Seller to:
- Disclose any known lead-based paint or lead-based paint hazards;
- Provide Buyer with any available records or reports pertaining to lead-based paint;
- Provide Buyer with the EPA pamphlet "Protect Your Family From Lead in Your Home";
- Allow Buyer 10 days (or other mutually agreed period) to conduct a lead-based paint inspection.

(b) Year the Property was built: [____]

☐ Property was built before 1978 — Lead-Based Paint Disclosure required
☐ Property was built in 1978 or later — Lead-Based Paint Disclosure not applicable
☐ Lead-Based Paint Disclosure delivered Date: [__/__/____]
☐ Buyer elects to conduct lead inspection ☐ Buyer waives lead inspection

9.6 Megan's Law Database Notice.

Pursuant to Cal. Civ. Code § 2079.10a, the following notice is provided:

NOTICE: The California Department of Justice, sheriff's departments, police departments serving jurisdictions of 200,000 or more, and many other local law enforcement authorities maintain for public access a database of the locations of persons required to register pursuant to paragraph (1) of subdivision (a) of Section 290.4 of the Penal Code. The database is updated on a quarterly basis and is available to the public on the Internet at the Megan's Law website (www.meganslaw.ca.gov). Depending on an offender's criminal history, this information will include either the address at which the person resides or the community of residence and ZIP Code in which the person resides. (Neither combatant the registrant nor law enforcement disclose the name or address of any specific victim.)

☐ Buyer acknowledges receipt of the Megan's Law notice.

9.7 Supplemental Property Tax Notice.

Pursuant to Cal. Civ. Code § 1102.6c and Cal. Rev. & Tax. Code § 75.31:

NOTICE OF SUPPLEMENTAL PROPERTY TAX BILL: A supplemental property tax bill will be issued to the Buyer assessing the difference, if any, between the prior assessed value and the new assessed value resulting from the change of ownership. This supplemental bill is separate from the annual property tax bill and is NOT prorated in escrow. Buyer may receive one or two supplemental tax bills within 6 to 18 months after closing. Contact the County Assessor's office for more information.

☐ Buyer acknowledges receipt of supplemental property tax notice.

9.8 Smoke Detector and Carbon Monoxide Detector Compliance.

(a) Pursuant to Cal. Health & Safety Code §§ 17926 and 17926.1, and the California Carbon Monoxide Poisoning Prevention Act of 2010, Seller shall deliver to Buyer a written statement of compliance confirming that the Property is equipped with:

☐ Operable smoke detectors installed in compliance with applicable law (including California Building Standards Code) in each bedroom and at each level of the dwelling
☐ Carbon monoxide detectors installed in compliance with Health & Safety Code § 17926.1 (required in all dwelling units with a fossil fuel burning heater, appliance, fireplace, or attached garage)

(b) Seller shall ensure compliance at or before Close of Escrow.

(c) CAR Form WHSD (Water Heater and Smoke Detector Statement of Compliance) or equivalent shall be completed by Seller.

9.9 Water Heater Bracing Compliance.

Pursuant to Cal. Health & Safety Code § 19211, Seller certifies:

☐ All water heaters in the Property are braced, anchored, or strapped to resist falling or horizontal displacement due to earthquake motion, in compliance with applicable law.

Seller shall ensure compliance at or before Close of Escrow.

9.10 Energy Efficiency Disclosure.

Pursuant to Cal. Pub. Res. Code § 25402.1, the following notice is provided:

ENERGY EFFICIENCY STANDARDS: California law requires that sellers of residential properties provide buyers with information about certain energy-related items, including the existence of any government-required point-of-sale energy efficiency improvements. Buyer is advised that the California Energy Commission establishes energy efficiency standards for new and existing buildings, and local jurisdictions may impose additional requirements.

☐ Seller has disclosed all known energy efficiency requirements or improvements.
☐ Property has received an energy audit. Date: [__/__/____]

9.11 Electrical System and Gas Appliance Disclosure (SB 382, eff. Jan. 1, 2026).

(a) Pursuant to SB 382 (2024), Seller shall disclose:

☐ Whether the Property's electrical system has been inspected within the past [____] years;
☐ The capacity of the electrical panel (amperage): [________________________________];
☐ Whether the Property includes gas-powered appliances that may be subject to local ordinances requiring replacement with electric versions at point of sale;
☐ Whether any state or local requirements exist relating to replacement of existing gas-powered appliances that are being transferred with the Property;
☐ A statutory notice advising Buyer to obtain an inspection of the electrical system.

(b) Buyer is strongly advised to have a licensed electrician inspect the electrical system for safety, code compliance, and capacity for modern appliances and future upgrades (including EV charging).

9.12 Additional Required Disclosures. Seller shall deliver the following additional disclosures as applicable:

☐ Statewide Buyer and Seller Advisory (CAR form SBSA or equivalent)
☐ Earthquake Guides (Commercial or Residential, as applicable — Seismic Safety Commission)
☐ Environmental Hazards Booklet (Cal. Health & Safety Code § 25359.7.1)
☐ Home Energy Rating booklet (if requested)
☐ Window Security Bar release information
☐ Military Ordnance Location Disclosure (if applicable)
☐ Mining Operations Disclosure (if applicable)
☐ Industrial Use Disclosure (if applicable)
☐ Right to Farm Disclosure (if applicable — Cal. Civ. Code § 1103.4)
☐ Notice of Airport/Airport Noise (if applicable)
☐ Notice regarding Williamson Act contract (if applicable)
☐ Condominium/PUD Conversion Disclosures (if applicable)
☐ Fire Hardening and Defensible Space Disclosure (if applicable — AB 38)
☐ Local ordinance disclosures (specify): [________________________________]
☐ Other: [________________________________]

9.13 Buyer's Right to Terminate for Non-Delivery. If Seller fails to deliver any required disclosure within the Disclosure Delivery Period, Buyer may:

(a) Terminate this Agreement by written notice to Seller;
(b) Receive a full refund of the Deposit; and
(c) If delivered after acceptance, exercise the 3-day (personal delivery) or 5-day (mail delivery) right to rescind per Cal. Civ. Code § 1102.3.

10. HOA DISCLOSURES (IF APPLICABLE)

10.1 HOA Membership. ☐ The Property IS / ☐ The Property IS NOT located within a common interest development subject to a Homeowners Association ("HOA").

If the Property is within an HOA, the following provisions apply:

10.2 HOA Disclosure Obligations. Pursuant to Cal. Civ. Code §§ 4525–4530, Seller shall provide to Buyer, as soon as practicable before transfer of title:

☐ Governing Documents (CC&Rs, Bylaws, Articles of Incorporation, Rules and Regulations)
☐ Most recent financial statement / annual budget report
☐ Assessment and reserve information (including reserve study)
☐ Minutes of regular and special board meetings (last 12 months)
☐ Statement of current regular and special assessments
☐ Pending or anticipated special assessments
☐ Statement of deferred maintenance
☐ Insurance information (Association's master policy)
☐ HOA litigation disclosure (pending or threatened)
☐ Rental restriction and leasing policies
☐ Pet restrictions
☐ Age restrictions (e.g., 55+ community)
☐ Architectural review or modification requirements
☐ Statement that the association is or is not incorporated
☐ Any other documents required by Cal. Civ. Code § 4525

10.3 HOA Document Delivery. The HOA shall deliver requested documents within 10 days of written request per Cal. Civ. Code § 4530. Seller is responsible for costs associated with obtaining HOA documents.

10.4 HOA Transfer Fee. ☐ Seller / ☐ Buyer shall pay any HOA transfer fee. Amount: $[________________________________]

10.5 HOA Review Period. Buyer shall have [____] days after receipt of HOA documents to review and approve or disapprove the HOA information. If Buyer disapproves, Buyer may cancel this Agreement and receive a refund of the Deposit.

11. ESCROW AND CLOSING PROCEDURES

11.1 Opening of Escrow. Within [____] Business Days after the Effective Date, the Parties shall open escrow with Escrow Holder. The Parties shall deliver a copy of this Agreement to Escrow Holder, which shall serve as the basic escrow instructions. Additional supplemental escrow instructions consistent with this Agreement may be required by Escrow Holder.

11.2 Escrow Holder Obligations. Escrow Holder shall act as a neutral, licensed stakeholder pursuant to Cal. Fin. Code § 17000 et seq. and shall:

(a) Hold and disburse all funds and documents in accordance with written mutual instructions;
(b) Prepare or arrange for preparation of all Closing documents, including HUD-1/ALTA Settlement Statement;
(c) Order and deliver the Preliminary Title Report and Title Policy;
(d) Record the Grant Deed with the appropriate County Recorder;
(e) Deliver keys and possession documents to Buyer upon Close of Escrow;
(f) Report the transaction to the IRS as required by 26 U.S.C. § 6045(e).

11.3 Closing Date. Close of Escrow shall occur on or before [__/__/____], or [____] days after the Effective Date, whichever is applicable. Time is of the essence with respect to the Closing Date.

11.4 Extensions. The Closing Date may be extended only by mutual written agreement of the Parties. If Escrow does not close by the scheduled Closing Date through no fault of either Party, either Party may cancel this Agreement by providing [____] days written notice, unless Close of Escrow occurs within such notice period.

11.5 Seller's Closing Deliveries. At or before Close of Escrow, Seller shall deliver to Escrow Holder:

(a) Executed and acknowledged Grant Deed;
(b) FIRPTA Affidavit (Non-Foreign Status) or withholding per 26 U.S.C. § 1445;
(c) California Form 593 (Real Estate Withholding) or exemption certification;
(d) Bill of Sale for any personal property included in the sale;
(e) Tenant estoppel certificates and rental agreements (if applicable);
(f) All keys, garage door openers, access codes, and gate remotes;
(g) Operating manuals and warranties for appliances, systems, and equipment;
(h) HOA documents and transfer information (if applicable);
(i) Statement of Information (for Title Company);
(j) Any other documents reasonably required by Escrow Holder or Title Company.

11.6 Buyer's Closing Deliveries. At or before Close of Escrow, Buyer shall deliver to Escrow Holder:

(a) The balance of the Purchase Price (less the Deposit, loan proceeds, and prorations/credits);
(b) All executed loan documents (if financing);
(c) Proof of hazard/fire insurance;
(d) Statement of Information;
(e) Any other documents reasonably required by Escrow Holder, Title Company, or Lender.

11.7 Closing Costs. Unless otherwise agreed in writing, closing costs shall be allocated as follows:

[// GUIDANCE: Closing cost allocation varies by county in California. In Southern California, the seller customarily pays for the CLTA owner's title policy and the buyer pays for the ALTA lender's policy. In Northern California, the buyer often pays for the owner's policy. Confirm local custom with your escrow officer or title company.]

11.8 Possession. Seller shall deliver possession of the Property to Buyer:

☐ At Close of Escrow (same day)
☐ On [__/__/____] at [____] ☐ a.m. / ☐ p.m. (Pacific Time)
☐ [____] days after Close of Escrow (Seller Rent-Back — see Addendum)

If Seller retains possession after Close of Escrow, a separate Seller Rent-Back / Temporary Occupancy Agreement shall be executed.

12. TITLE INSURANCE — CLTA VS. ALTA

12.1 Owner's Title Policy. At Close of Escrow, the Title Company shall issue an Owner's Title Insurance Policy in the amount of the Purchase Price, insuring Buyer's fee simple title to the Property subject only to Permitted Exceptions.

12.2 Type of Policy.

☐ CLTA Standard Policy — California Land Title Association standard form, covering only recorded matters and standard title risks. Does not cover unrecorded easements, boundary disputes, or matters discoverable by survey or inspection.

☐ ALTA Extended (Homeowner's) Policy — American Land Title Association extended form, providing broader coverage including protection against:
- Unrecorded liens, easements, and encumbrances
- Boundary line disputes and encroachments
- Claims of parties in possession (tenants, adverse possessors)
- Matters that would be disclosed by an accurate survey
- Mechanic's lien claims
- Mining claims and water rights

12.3 Cost Responsibility.
(a) Owner's CLTA Standard Policy: Paid by ☐ Seller / ☐ Buyer / ☐ Per local custom.
(b) Upgrade to ALTA Extended Policy: Additional premium paid by Buyer.

12.4 Lender's Title Policy. If Buyer is obtaining financing, the lender will require a Lender's (Mortgagee's) Title Policy, typically an ALTA Loan Policy. Cost of the Lender's Policy is Buyer's responsibility.

12.5 Title Endorsements. Buyer may request additional endorsements (e.g., zoning, access, survey, environmental protection lien). The cost of any additional endorsements shall be borne by the requesting Party.

[// GUIDANCE: Buyers should strongly consider the ALTA Extended (Homeowner's) Policy for comprehensive protection. In California, the cost difference between CLTA and ALTA is typically a few hundred dollars and provides substantially broader coverage against unrecorded matters, survey-related issues, and claims by parties in possession.]

13. PRORATIONS AND ADJUSTMENTS

13.1 Proration Date. All prorations shall be calculated as of 11:59 p.m. (Pacific Time) on the day preceding the Close of Escrow (the "Proration Date"), with Seller responsible for charges through the Proration Date and Buyer responsible thereafter.

13.2 Items Prorated. The following items shall be prorated between Buyer and Seller:

(a) Real Property Taxes: Based on the latest available tax bill. If the current year's bill is not available, proration shall be based on the prior year's bill, with a post-closing adjustment when the actual bill is issued.

(b) Supplemental Taxes: Supplemental property tax assessments resulting from this change of ownership are Buyer's sole responsibility and are NOT prorated in escrow. (See Section 9.7.)

(c) Special Assessments and Bonds: ☐ Prorated / ☐ Assumed by Buyer / ☐ Paid in full by Seller at Closing.

(d) HOA Dues and Assessments: Current regular assessments prorated. Special assessments approved prior to Close of Escrow: ☐ Seller's responsibility / ☐ Buyer's responsibility.

(e) Rents and Security Deposits (if applicable): Rents collected for the month of Closing prorated. Security deposits transferred to Buyer at Close of Escrow.

(f) Utility Charges: Water, gas, electric, trash, sewer prorated. Seller shall request final meter readings as of the Proration Date.

(g) Prepaid Items: Prepaid insurance premiums, property management fees, and service contracts assigned to Buyer shall be credited to Seller.

(h) Mello-Roos Community Facilities District Assessments (if applicable): ☐ Current installment prorated / ☐ Paid in full by Seller.

13.3 Post-Closing Adjustments. The Parties agree to cooperate in making any post-closing adjustments necessary to correct prorations once actual figures become available. Any adjustment greater than $[________________________________] shall be settled within 60 days after Close of Escrow.

14. CONDITION OF PROPERTY AND REPAIRS

14.1 Seller's Maintenance Obligation. From the Effective Date through Close of Escrow, Seller shall:

(a) Maintain the Property in substantially the same condition as of the Effective Date;
(b) Continue regular maintenance, including landscaping, pool/spa maintenance (if applicable), and pest control;
(c) Not make any material alterations or improvements without Buyer's written consent;
(d) Not remove any fixtures, built-in appliances, or items included in the sale.

14.2 Seller's Repair Obligations. Seller shall, at Seller's expense:

(a) Complete all repairs agreed to in the Request for Repairs response (Section 7.5);
(b) Ensure all repairs are performed by licensed contractors where required by law;
(c) Provide Buyer with copies of all repair invoices, receipts, and warranties;
(d) Complete all agreed repairs before Close of Escrow, or credit Buyer the estimated cost.

14.3 Required Retrofits and Compliance Items. Seller shall comply with the following point-of-sale requirements at Seller's expense (unless otherwise agreed):

☐ Smoke detector installation and compliance (Cal. Health & Safety Code § 17926)
☐ Carbon monoxide detector installation (Cal. Health & Safety Code § 17926.1)
☐ Water heater bracing/strapping (Cal. Health & Safety Code § 19211)
☐ Water-conserving plumbing fixtures (Cal. Civ. Code § 1101.4 — for pre-1994 fixtures)
☐ Tempered glass replacement (if required by local code)
☐ Local retrofit requirements (specify): [________________________________]

14.4 Walk-Through Inspection. Within [____] days before Close of Escrow (but no earlier than 5 days before), Buyer shall have the right to conduct a final walk-through inspection of the Property to verify:

(a) The Property is in substantially the same condition as of the date of acceptance;
(b) All agreed-upon repairs have been completed;
(c) Seller has complied with all obligations under this Agreement;
(d) All personal property included in the sale remains on the premises.

The walk-through is not a contingency and does not extend the Close of Escrow.

14.5 Seller's Pre-Closing Disclosures. If at any time before Close of Escrow, Seller becomes aware of any material change in the condition of the Property (including damage, discovery of defects, or new information), Seller shall promptly disclose such change in writing to Buyer.

14.6 Personal Property. All personal property included in the sale (per Section 1.5(d)) shall be transferred by Bill of Sale, free of liens, at Close of Escrow. Excluded items: [________________________________].

14.7 Solar Panels and Energy Systems.

☐ Not applicable — no solar energy system on the Property.
☐ The Property has a solar energy system that is: ☐ Owned / ☐ Leased / ☐ Subject to a Power Purchase Agreement (PPA)

If leased or subject to a PPA:
- Provider: [________________________________]
- Monthly payment: $[________________________________]
- Remaining term: [________________________________]
- Transfer/assumption requirements: [________________________________]
- Buyer assumption approval required: ☐ Yes / ☐ No

[// GUIDANCE: Solar lease and PPA assumptions can significantly affect Buyer's ongoing costs. Ensure all transfer/assumption provisions are reviewed and that Buyer qualifies for assumption before Close of Escrow. A UCC-1 financing statement may have been filed against the Property for leased solar panels.]

15. HOME WARRANTY

15.1 Home Warranty Plan.

☐ Seller shall provide Buyer with a one-year home warranty plan at a cost not to exceed $[________________________________].
☐ Buyer shall obtain a home warranty plan at Buyer's expense.
☐ No home warranty plan.

15.2 Warranty Details.

(a) Provider: [________________________________]
(b) Coverage Level: ☐ Basic / ☐ Enhanced / ☐ Comprehensive
(c) Maximum Coverage Amount: $[________________________________]
(d) Coverage Period: 12 months from Close of Escrow
(e) Premium: $[________________________________] paid by: ☐ Seller / ☐ Buyer / ☐ Split

15.3 Limitations. A home warranty plan does not cover all items and may have limitations and exclusions. Buyer is advised to review the warranty contract, coverage terms, deductibles, and exclusions carefully before reliance.

16. CASUALTY AND CONDEMNATION

16.1 Material Casualty. If material damage to the Property (exceeding 5% of the Purchase Price) occurs before Close of Escrow, Buyer may:

(a) Terminate this Agreement and receive a full refund of the Deposit; or
(b) Proceed with the purchase and receive (i) an assignment of Seller's insurance proceeds, and (ii) a credit for any deductible amount.

16.2 Minor Casualty. If damage is less than 5% of the Purchase Price, Seller shall, at Seller's expense, repair the damage before Close of Escrow, or credit Buyer the cost of repair.

16.3 Condemnation. If, prior to Close of Escrow, any eminent domain proceeding is commenced or threatened that would materially impair the value or use of the Property, Buyer may:

(a) Terminate this Agreement and receive a full refund of the Deposit; or
(b) Proceed with the purchase and receive an assignment of Seller's rights to the condemnation award.

16.4 Notification. Seller shall promptly notify Buyer in writing of any casualty or condemnation event affecting the Property.

17. REPRESENTATIONS AND WARRANTIES

17.1 Seller's Representations and Warranties. Seller represents and warrants to Buyer as of the Effective Date and again as of Close of Escrow:

(a) Authority. Seller has full legal power and authority to execute and perform this Agreement and to convey the Property.
(b) Title. Seller holds fee simple title to the Property, free of undisclosed liens and encumbrances.
(c) No Violations. To Seller's Knowledge, the Property is not in violation of any applicable law, ordinance, regulation, or order.
(d) No Litigation. No pending or threatened litigation, arbitration, or governmental proceeding materially affects the Property, except as disclosed.
(e) Environmental. To Seller's Knowledge, no Hazardous Materials have been released, stored, or disposed of on the Property in violation of Environmental Laws, except as disclosed.
(f) Leases/Contracts. All leases, service contracts, and agreements affecting the Property have been disclosed to Buyer and are listed on Schedule 1.
(g) Permits. To Seller's Knowledge, all improvements on the Property have been constructed in compliance with applicable building permits, except as disclosed.
(h) Insurance. To Seller's Knowledge, there are no pending or unpaid insurance claims related to the Property.
(i) Taxes. All real property taxes and assessments due and payable prior to Close of Escrow have been or will be paid.
(j) FIRPTA. Seller is not a "foreign person" as defined in 26 U.S.C. § 1445, or Seller will comply with applicable withholding requirements.

17.2 Buyer's Representations and Warranties.

(a) Authority. Buyer has full legal capacity and authority to execute and perform this Agreement.
(b) Financing. Buyer has the financial resources and/or loan pre-approval to close.
(c) No Conflict. Execution and performance of this Agreement will not violate any agreement to which Buyer is a party.
(d) Independent Investigation. Buyer acknowledges that Buyer is relying on Buyer's own investigations and inspections of the Property and not solely on any statement made by Seller or Seller's agents (except as specifically warranted herein or required by law).

17.3 Survival. Seller's representations and warranties shall survive Close of Escrow for a period of [____] months, with aggregate liability capped at $[________________________________], except that there is no cap for fraud, intentional misrepresentation, or willful concealment.

18. COVENANTS

18.1 Seller's Pre-Closing Covenants. From the Effective Date through Close of Escrow, Seller shall:

(a) Operate and maintain the Property in substantially the same condition;
(b) Not enter into any new lease, rental agreement, or service contract affecting the Property without Buyer's prior written consent;
(c) Not further encumber the Property or permit any new liens;
(d) Afford Buyer and Buyer's agents and inspectors reasonable access to the Property upon 24-hour notice during reasonable hours;
(e) Promptly disclose any material changes to the condition of the Property;
(f) Continue to pay all obligations (mortgage, taxes, HOA dues, insurance, utilities) as they become due.

18.2 Buyer's Covenants.

(a) Conduct all inspections in a workmanlike, non-destructive manner;
(b) Maintain all inspection results and reports confidential (except as shared with Buyer's lender, agents, and professional advisors);
(c) Restore any physical alterations caused by inspections;
(d) Indemnify and hold Seller harmless from third-party injury or property damage arising from Buyer's inspections (limited to actual damages; excludes pre-existing conditions).

19. CONDITIONS PRECEDENT TO CLOSING

19.1 Buyer's Conditions. Buyer's obligation to close is conditioned upon:

(a) Satisfaction or written waiver of all Buyer contingencies (Sections 5, 6, 7, 8, 10);
(b) Receipt and approval of all required disclosures (Section 9);
(c) Title Company's irrevocable commitment to issue the Owner's Title Policy;
(d) No material adverse change in the condition of the Property since the Effective Date;
(e) Seller's performance of all obligations under this Agreement;
(f) Lender's funding of the loan (if financing);
(g) Buyer's satisfaction with insurance availability and cost for the Property.

19.2 Seller's Conditions. Seller's obligation to close is conditioned upon:

(a) Buyer's timely deposit of all Purchase Price funds;
(b) Buyer's performance of all obligations under this Agreement;
(c) Escrow Holder's readiness to close and record.

19.3 Failure of Condition. If any condition precedent is not satisfied or waived by the applicable deadline, the benefited Party may:

(a) Waive the condition in writing and proceed to Close of Escrow;
(b) Extend the deadline by mutual written agreement; or
(c) Cancel this Agreement and exercise remedies as provided herein.

20. LIQUIDATED DAMAGES (CAL. CIV. CODE § 1675)

20.1 Buyer Default — Liquidated Damages.

(a) IF BUYER FAILS TO COMPLETE THE PURCHASE of the Property by reason of Buyer's default, and such default is not cured within 3 Business Days after written notice from Seller, the Deposit shall be released to Seller as liquidated damages, and this shall be Seller's sole and exclusive remedy at law or in equity for Buyer's default (except for Buyer's obligation to return reports and cancel pending escrow actions).

(b) STATUTORY BASIS: The Parties acknowledge that actual damages in the event of Buyer's default would be extremely difficult or impracticable to determine. Pursuant to Cal. Civ. Code §§ 1671, 1675, 1677, and 1678, the Parties agree that the Deposit constitutes a reasonable estimate of Seller's damages.

(c) 3% CAP — PRESUMPTION OF REASONABLENESS: Under Cal. Civ. Code § 1675(c), for residential property (1-4 units) where the Buyer intends to occupy the dwelling as a personal residence:
- If the Deposit does not exceed 3% of the Purchase Price, the liquidated damages amount is presumed valid unless Buyer establishes that it is unreasonable;
- If the Deposit exceeds 3% of the Purchase Price, the provision is invalid unless Seller establishes that the amount is reasonable.

(d) DEPOSIT AMOUNT AS PERCENTAGE OF PURCHASE PRICE:
Purchase Price: $[________________________________]
Deposit Amount: $[________________________________]
Percentage: [____]%
☐ The Deposit does not exceed 3% of the Purchase Price (presumption of validity applies)
☐ The Deposit exceeds 3% of the Purchase Price (Seller bears burden of establishing reasonableness)

20.2 Form Requirements (Cal. Civ. Code §§ 1677, 1678).

(a) This liquidated damages provision is set forth separately and is prominently titled "LIQUIDATED DAMAGES";
(b) The provision must be separately signed or initialed by each Party to be enforceable;
(c) Payment must be in the form of cash, check (including postdated check), or wire transfer actually delivered to Escrow Holder.

20.3 Acknowledgment and Separate Initials.

LIQUIDATED DAMAGES: BY INITIALING BELOW, THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ, UNDERSTAND, AND VOLUNTARILY AGREE TO THE LIQUIDATED DAMAGES PROVISION. IF THE BUYER DEFAULTS ON THIS AGREEMENT, THE SELLER SHALL RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES AND AS THE SELLER'S SOLE AND EXCLUSIVE REMEDY.

Buyer's Initials: ________ / ________ Seller's Initials: ________ / ________

20.4 Seller Default. If Seller defaults under this Agreement and fails to cure within 5 Business Days after written notice from Buyer, Buyer may elect either:

(a) Specific Performance: Seek a court order requiring Seller to complete the sale per the terms of this Agreement; or
(b) Termination and Damages: Terminate this Agreement and receive (i) a full refund of the Deposit, plus (ii) reimbursement of Buyer's documented out-of-pocket costs (inspections, appraisal, loan fees) not to exceed $[________________________________].

20.5 No Waiver of Other Claims. The liquidated damages provision does not limit either Party's right to recover damages for breach of any indemnification obligation, fraud, willful misconduct, or intentional misrepresentation.

[// GUIDANCE: The liquidated damages clause must be separately initialed to be enforceable. If the Deposit exceeds 3% of the Purchase Price, the burden shifts to Seller to prove reasonableness. Best practice is to keep the Deposit at or below 3%. Note that even with a liquidated damages clause, Buyer may still owe obligations such as returning reports and cooperating with escrow cancellation.]

21. PROPOSITION 19 — PROPERTY TAX ADVISORY

21.1 Notice to Buyer Regarding Property Tax Reassessment.

IMPORTANT TAX ADVISORY — PROPOSITION 19 (2020): Under California Proposition 19 (effective April 1, 2021, for base year value transfers, and February 16, 2021, for parent-child/grandparent-grandchild transfers), the purchase of this Property will trigger a reassessment of the Property's value for property tax purposes. The Property will be reassessed at its current fair market value (i.e., the Purchase Price or comparable market value) as of the date of the change of ownership.

For Buyers who are homeowners age 55+, severely disabled, or victims of a wildfire or natural disaster: Proposition 19 allows eligible homeowners to transfer their existing property's tax base year value to a replacement property of equal or lesser value, anywhere in California, up to three times (previously limited to one time and restricted to certain counties under Propositions 60 and 90). If the replacement property is of greater value, the base year value is adjusted upward by the difference.

For inherited properties: Proposition 19 significantly changed the rules for parent-child and grandparent-grandchild exclusions. Effective February 16, 2021, the exclusion from reassessment is limited to a family home that the heir uses as their principal residence, with the exclusion capped at $1 million over the factored base year value (adjusted annually — currently $1,044,586 as of February 16, 2025). If the heir does not use the property as their principal residence, the property will be fully reassessed at fair market value.

Buyer is strongly advised to consult a qualified tax professional or real estate attorney regarding the specific property tax implications of this purchase.

☐ Buyer acknowledges receipt and understanding of this Proposition 19 advisory.

[// GUIDANCE: As of this writing, a proposed initiative to repeal certain Prop 19 changes regarding parent-child transfers is circulating for signatures (deadline May 2026). Practitioners should monitor this development. The annual adjustment to the $1 million cap is published by the State Board of Equalization.]

22. DISPUTE RESOLUTION

22.1 Good-Faith Negotiation. The Parties shall first attempt to resolve any dispute arising out of or relating to this Agreement through direct good-faith negotiations between the Parties (or their authorized representatives) for a period of 10 days after written notice of the dispute.

22.2 Mediation.

(a) If the dispute is not resolved through negotiation, either Party may submit the dispute to mediation before a mutually agreed-upon mediator in [________________________________] County, California.
(b) Mediation costs shall be shared equally by the Parties.
(c) MEDIATION PREREQUISITE: The Parties agree that mediation is a condition precedent to any arbitration or litigation. A Party who fails to submit to mediation prior to filing an arbitration demand or lawsuit shall not be entitled to recover attorney fees, even if they would otherwise be the prevailing party (consistent with CAR standard form practice).

22.3 Arbitration (Optional — Must Be Separately Initialed).

ARBITRATION OF DISPUTES: THE PARTIES AGREE THAT ANY DISPUTE OR CLAIM ARISING OUT OF THIS AGREEMENT THAT CANNOT BE RESOLVED THROUGH MEDIATION SHALL BE DECIDED BY NEUTRAL, BINDING ARBITRATION. THE PARTIES ARE GIVING UP THE RIGHT TO HAVE THE DISPUTE DECIDED IN A COURT OR BY A JURY TRIAL.

☐ Buyer elects arbitration: Initials ________ / ________
☐ Seller elects arbitration: Initials ________ / ________

(a) Arbitration shall be administered by ☐ JAMS / ☐ AAA / ☐ Other: [________________________________], under the then-current rules of the administering organization.
(b) The arbitration shall be conducted by a single neutral arbitrator with experience in California residential real estate law.
(c) The arbitrator may award specific performance, injunctive relief, and compensatory damages consistent with this Agreement.
(d) The arbitrator's decision shall be final and binding, and judgment may be entered in any court of competent jurisdiction.
(e) The costs of arbitration shall be borne as determined by the arbitrator, except that each Party shall bear its own attorney fees unless otherwise awarded.

[// GUIDANCE: Arbitration must be separately elected and initialed by both parties. If either party does not initial, disputes go to mediation and then to court. Note that the mediation prerequisite applies regardless of whether arbitration is elected.]

22.4 Forum Selection. In the absence of a valid arbitration election, the Superior Court of the State of California in [________________________________] County shall have exclusive jurisdiction over any legal proceedings.

22.5 Attorney Fees. In any action, proceeding, or arbitration between Buyer and Seller arising out of this Agreement, the prevailing Party shall be entitled to reasonable attorney fees and costs, provided that the prevailing Party complied with the mediation prerequisite in Section 22.2(c).

22.6 Statute of Limitations. Any action for breach of this Agreement must be commenced within four (4) years of the date the cause of action accrues, consistent with Cal. Code Civ. Proc. § 337 (written contracts).

23. GENERAL PROVISIONS

23.1 Notices. All notices, demands, and communications required or permitted under this Agreement shall be in writing and shall be deemed delivered:

(a) Upon personal delivery;
(b) One (1) Business Day after deposit with a nationally recognized overnight courier;
(c) Three (3) Business Days after deposit in the United States mail, certified, return receipt requested, postage prepaid;
(d) Upon confirmed transmission by email to the email addresses listed in Section 1.

All notices shall be directed to the addresses set forth in Sections 1.3 and 1.4 (or as subsequently changed by written notice).

23.2 Entire Agreement. This Agreement, together with all Exhibits, Schedules, and Addenda attached hereto, constitutes the entire agreement between the Parties with respect to the purchase and sale of the Property. All prior negotiations, representations, and agreements (whether oral or written) are superseded.

23.3 Amendments. No amendment, modification, or supplement to this Agreement shall be effective unless in writing and signed by both Parties.

23.4 Waivers. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party. The waiver of any breach shall not constitute a waiver of any other or subsequent breach.

23.5 Assignment. Buyer may not assign this Agreement or any interest herein without Seller's prior written consent, except to:
(a) A trust for the benefit of Buyer; or
(b) An entity in which Buyer holds a controlling interest and which assumes all of Buyer's obligations.
Any assignment in violation of this Section is void.

23.6 Successors and Assigns. Subject to Section 23.5, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, successors, and permitted assigns.

23.7 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

23.8 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

23.9 Time of the Essence. Time is of the essence in the performance of every obligation under this Agreement.

23.10 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

23.11 Electronic Signatures. Signatures transmitted electronically (including by DocuSign, email PDF, or other electronic signature platform) shall constitute original signatures and shall be binding upon the Parties for all purposes. This Agreement may be signed using electronic signatures in compliance with the Uniform Electronic Transactions Act (Cal. Civ. Code § 1633.1 et seq.).

23.12 Interpretation. Headings and section titles are for convenience of reference only and shall not affect the interpretation of this Agreement. The word "including" means "including, without limitation."

23.13 Joint and Several Liability. If Buyer or Seller consists of more than one person or entity, each shall be jointly and severally liable for all obligations arising under this Agreement.

23.14 Confidentiality. The terms and conditions of this Agreement (including the Purchase Price) are confidential and shall not be disclosed to third parties except to the Parties' agents, attorneys, lenders, inspectors, tax advisors, and as required by law.

23.15 Broker Compensation. The Parties acknowledge that broker compensation is separately negotiated and agreed upon in writing between each Party and their respective broker. This Agreement does not create any broker compensation obligation.

23.16 Force Majeure. Performance of any obligation under this Agreement (other than the obligation to pay money) may be excused to the extent that such performance is prevented by events beyond the Party's reasonable control, including acts of God, natural disasters, pandemics, governmental orders, or civil unrest, for the duration of such event but not to exceed 30 days. The affected Party shall promptly notify the other Party and use commercially reasonable efforts to resume performance.

23.17 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted successors and assigns. No third party shall have any right to enforce any provision of this Agreement.

23.18 Compliance with California Residential Property Insurance Disclosure. Pursuant to Cal. Ins. Code § 10101, Buyer is advised to investigate the availability and cost of property insurance (including fire, flood, and earthquake insurance) for the Property prior to removing contingencies. In areas affected by recent wildfires or designated as high fire hazard zones, insurance may be limited, expensive, or available only through the California FAIR Plan.

24. EXECUTION AND SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Residential Purchase and Sale Agreement as of the Effective Date first written above.

SELLER

Name: [________________________________]
Signature: _______________________________
Date: [__/__/____]

Name: [________________________________] (Co-Seller, if applicable)
Signature: _______________________________
Date: [__/__/____]

Address for Notices: [________________________________]
City/State/ZIP: [________________________________]
Email: [________________________________]
Phone: [________________________________]

BUYER

Name: [________________________________]
Signature: _______________________________
Date: [__/__/____]

Name: [________________________________] (Co-Buyer, if applicable)
Signature: _______________________________
Date: [__/__/____]

Address for Notices: [________________________________]
City/State/ZIP: [________________________________]
Email: [________________________________]
Phone: [________________________________]

LIQUIDATED DAMAGES — SEPARATE ACKNOWLEDGMENT

By initialing below, Seller and Buyer each confirm that they have read, understand, and agree to the liquidated damages provision set forth in Section 20 of this Agreement.

Seller's Initials: ________ / ________ Buyer's Initials: ________ / ________

ARBITRATION — SEPARATE ELECTION (OPTIONAL)

By initialing below, Seller and Buyer each agree that any dispute not resolved through mediation shall be submitted to binding arbitration as set forth in Section 22.3.

Seller's Initials: ________ / ________ Buyer's Initials: ________ / ________

ESCROW HOLDER ACKNOWLEDGMENT

The undersigned Escrow Holder acknowledges receipt of a fully executed copy of this Agreement and the Deposit described in Section 4, and agrees to act as Escrow Holder in accordance with the terms of this Agreement and applicable California law.

Escrow Company: [________________________________]
Escrow Officer: [________________________________]
Escrow Number: [________________________________]
By: _______________________________
Title: _______________________________
Date: [__/__/____]
Phone: [________________________________]
Email: [________________________________]

LISTING AGENT/BROKERAGE ACKNOWLEDGMENT

Listing Agent: [________________________________]
DRE License #: [________________________________]
Brokerage: [________________________________]
Signature: _______________________________
Date: [__/__/____]

BUYER'S AGENT/BROKERAGE ACKNOWLEDGMENT

Buyer's Agent: [________________________________]
DRE License #: [________________________________]
Brokerage: [________________________________]
Signature: _______________________________
Date: [__/__/____]

25. EXHIBITS AND SCHEDULES

The following Exhibits and Schedules are attached hereto and incorporated by reference:

EXHIBIT A — Legal Description of Property

[________________________________]

(Attach full legal description as provided by the Title Company or county records.)

EXHIBIT B — Lead-Based Paint Disclosure (Pre-1978 Properties)

(Attach federally required Lead-Based Paint Disclosure form and EPA pamphlet acknowledgment, if applicable.)

SCHEDULE 1 — Existing Leases and Service Contracts

SCHEDULE 2 — Disclosure Delivery Tracking

SCHEDULE 3 — Contingency Removal Tracking

ADDENDUM CHECKLIST

The following addenda may be attached as needed:

☐ Seller Rent-Back / Temporary Occupancy Agreement
☐ Buyer's Investigation Advisory
☐ Septic/Well Addendum
☐ Probate Sale Addendum (Cal. Prob. Code §§ 10300–10316)
☐ Short Sale Addendum (Bank Approval Required)
☐ REO/Bank-Owned Property Addendum
☐ 1031 Exchange Cooperation Clause
☐ Court Confirmation Addendum
☐ Condominium/PUD Addendum
☐ Tenants in Common (TIC) Addendum
☐ Solar Lease/PPA Assumption Addendum
☐ Other: [________________________________]

Sources and References

• Cal. Civ. Code §§ 1102–1102.18 — Transfer Disclosure Statement
• Cal. Civ. Code §§ 1103–1103.15 — Natural Hazard Disclosure
• Cal. Civ. Code § 1675 — Liquidated Damages (Residential)
• Cal. Civ. Code § 2079 et seq. — Agent Visual Inspection
• Cal. Civ. Code § 2079.10a — Megan's Law Database Notice
• Cal. Civ. Code §§ 4525–4530 — HOA Disclosure Requirements
• Cal. Health & Safety Code § 17926 — Smoke Detector Compliance
• Cal. Health & Safety Code § 19211 — Water Heater Bracing
• Cal. Pub. Res. Code § 25402.1 — Energy Efficiency Disclosure
• Cal. Fin. Code § 17000 et seq. — Escrow Law
• 42 U.S.C. § 4852d — Lead-Based Paint Disclosure (Federal)
• California Proposition 19 — Board of Equalization
• California Department of Real Estate — Disclosures in Real Property
• CLTA vs. ALTA Title Insurance Policies
• SB 382 (2024) — Electrical System and Gas Appliance Disclosure
• 2026 New Laws — Consumer's Title Company
• CAR Residential Purchase Agreement (RPA)
• Cal. Ins. Code § 10101 — Residential Property Insurance Disclosure

Prepared for attorney review. This template is provided for informational purposes only and does not constitute legal advice.