UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): December 3, 1999
The Chalone Wine Group, Ltd.
(Exact Name of Registrant as Specified in Charter)
California 0-13406 94-1696731
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
621 Airpark Road
Napa, California 94558-4291
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 707-254-4200
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Item 2. Acquisition or Disposition of Assets
On January 24, 2000, The Chalone Wine Group, Ltd. (the "Company")
entered into a binding commitment to acquire two adjacent parcels of land in
Rutherford, California (the "Property"). The Property, comprising 73 acres,
contains two private homes and an historic 57-acre cabernet sauvignon vineyard
in the Napa Valley's notable Rutherford Bench area.
The Rutherford Bench is well known for the production of cabernet
sauvignon wines. The Company's new vineyard is situated close to the vineyards
of well-known cabernet sauvignon wines, such as "Georges de Latour Private
Reserve" from Beaulieu Vineyards, "Rubicon" from Neibaum Coppola Estate Winery
and "Cabernet Bosche" from Freemark Abbey. The Company intends to use the
property to produce a luxury-priced single vineyard cabernet wine. The new wine
is expected to debut in 2004 with an estimated initial release of approximately
3,000 cases. Ultimately, the Company expects the 57-acre vineyard to produce up
to 20,000 cases of luxury quality wine.
The two private residences acquired with the Property are located at
1865 and 1877 St. Helena Highway. The dwelling located at 1865 St. Helena
Highway is encumbered by a two -year, rent-free lease between the Company and
the current occupant. Upon the termination of the foregoing tenancy, the Company
intends to use the dwelling for marketing purposes and as a guesthouse for trade
and press.
The second dwelling, located at 1877 St. Helena Highway, is expected to
be re-sold together with approximately 5 acres of land, for continued use as a
private residence.
Pursuant to the terms of the Purchase Agreements (attached hereto as
Exhibits 10.2 and 10.3 and incorporated herein by reference), the Company
acquired the parcels in separate transactions from Barbara Eisele and The
William A. Hewitt Trust for a total of approximately $16,400,000. The source of
funding for the purchase was the Company's existing line of credit with Rabobank
International.
FORWARD LOOKING STATEMENTS
From time to time, information provided by the Company, statements made
by its employees, or information included in its filings with the Securities and
Exchange Commission (including this Form 8-K) may contain statements which are
not historical facts, so called "forward looking statements" that involve risks
and uncertainties. Forward-looking statements are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995. When
used in this Form 8-K, the terms "expects," "intends," and other similar terms
as they relate to the Company or its management are intended to identify such
forward looking statements. The Company's actual future results may differ
significantly from those stated in any forward-looking statements. Factors that
may cause such differences include, but are not limited to (i) reduced consumer
spending or a change in consumer preferences, which could reduce demand for the
Company's wines; (ii) competition from numerous domestic and foreign wine
producers which could affect the Company's ability to sustain volume and revenue
growth; (iii) interest rates and other business and economic conditions which
could increase significantly the cost and risks of projected capital spending;
(iv) the price and availability in the marketplace of grapes meeting the
Company's quality standards and other requirements; (v) the effect of weather
and other natural forces on growing conditions and, in turn, the quality and
quantity of grapes produced by the Company and (vi) worldwide supply and demand
for grapes. Each of these factors, and other risks pertaining to the Company,
the
<PAGE>
premium wine industry and general business and economic conditions, are more
fully discussed from time to time in other filings with the Securities and
Exchange Commission, including the Company's annual report on Form 10-K for the
year ended March 31, 1999.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Not required
(b) Pro Forma Financial Information.
Not required.
(c) Exhibits.
Exhibit No. Description
----------- -----------
10.2 Real Estate Purchase Contract by and between
Barbara Eisele and the Company, dated December 3,
1999
10.3 Real Estate Purchase Contract by and between
William A. Hewitt Trust and the Company, dated
December 3, 1999
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: February 8, 2000
THE CHALONE WINE GROUP, LTD.
By: /s/ Thomas B. Selfridge
------------------------------------
Thomas B. Selfridge
Chief Executive Officer
CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT
ASSOCIATION (AND RECEIPT FOR DEPOSIT)
OF REALTORS(R) For Use With Single Family Residential
Property--Attached or Detached
BROKER: Phillips & Harris Land Brokers AGENT: Phillips & Harris (707) 963-3644
Prepared using WINForms(TM) software.
Date: November 30, 1999, at St. Helena, California, Received From Chalone Wine
Group, Inc. ("Buyer"), A Deposit of Ten-Thousand-and 00/100 Dollars $10,000,
toward the Purchase Of Property Situated in Rutherford, County Of Napa,
California, Described As 1865 St. Helena Highway (APN; 027-470-003),
("Property").
1. FINANCING: Obtaining the loans below is a contingency of this Agreement.
Buyer shall act diligently and in good faith to obtain the designated
loans. Obtaining deposit, down payment and closing costs is not a
contingency.
A. BUYER DEPOSIT shall be held uncashed until Acceptance and then
deposited within 3 business days after Acceptance or [ ] ___________,
[X] with Escrow Holder, [ ] into Broker's trust account or [ ]
___________, by Personal Check [ ] Cashier's Check [ ] Cash or [ ]
___________________________________________________ $10,000
B. INCREASED DEPOSIT shall be deposited with ___________ within __ Days
After Acceptance, or [ ] ___________ $___________
C. FIRST LOAN IN THE AMOUNT OF $_________________ NEW First Deed of Trust
in favor of LENDER, encumbering the Property, securing a note payable
at maximum interest of ___% fixed rate, or ___% initial adjustable
rate with a maximum interest rate cap of ___%, balance due in ___
years. Buyer shall pay loan fees/points not to exceed ___________. If
FHA/VA, Seller shall pay ___% discount points, other fees not allowed
to be paid by Buyer, not to exceed $___________, and the cost of
lender required not otherwise provided for in this Agreement, not to
exceed $___________.
D. ADDITIONAL FINANCING TERMS: __________________________ $______________
----------------------------------------------------------------------
[ ] seller financing, (C.A.R. Form SFA-14); [ ] junior or assumed
financing, (C.A.R. Form PAA-14, paragraph 5.)
E. BALANCE OF PURCHASE PRICE (not including cost of obtaining loans and
other closing costs) to be deposited with $1,690,000 escrow holder
sufficient time to close escrow.
F. TOTAL PURCHASE PRICE $1,700,000
G. LOAN CONTINGENCY shall remain in effect until the designated loans are
funded (or [ ] _____) Days After Acceptance, by which time Buyer shall
give Seller written notice of Buyer's election to cancel this
Agreement if Buyer is unable to obtain the designated loans. If Buyer
does not give Seller such notice, the contingency of obtaining the
designated loans shall be removed by the method specified in paragraph
16B.)
H. LOAN APPLICATIONS; PREQUALIFIED: For NEW financing, within 5 (or [ ]
_____) Days After Acceptance, Buyer shall provide Seller a letter from
lender or mortgage loan broker stating that, based on the review of
Buyer's written application and credit report, Buyer is prequalified
for the NEW loan indicated above. If Buyer fails to provide such
letter within that time, Seller may cancel this Agreement in writing.
I. [ ] APPRAISAL CONTINGENCY: (If checked) This Agreement is contingent
upon Property appraising at no less than the specified total purchase
price. The Appraisal contingency shall remain in effect for the same
period as specified for the Loan Contingency in paragraph 1G.
J. ALL CASH OFFER: If this is an all cash offer, Buyer shall, within 5
(or [ ] _____) Days After Acceptance, provide Seller written
verification of sufficient funds to close this transaction. Seller may
cancel this Agreement in writing within 5 Days After: (1) time to
provide verification expires, if Buyer fails to provide verification;
or (2) receipt of verification, if Seller reasonably disapproves it.
2. ESCROW: Close of Escrow shall occur X See Addendum Days After Acceptance
(or [ ] on _____ (date)). Buyer and Seller shall deliver signed escrow
instructions consistent with this Agreement [X] within 90 Days After
Acceptance, [ ] at least _______ Days before Close of Escrow, or [ ]
_________________. Seller shall deliver possession and occupancy of the
Property to Buyer at [ ] on the date of Close of Escrow, or [ ] no later
than __________ Days After date of Close of Escrow, or [X] see Contract
Amendment #1. Property shall be vacant, unless otherwise agreed in writing.
If transfer of title and possession do not occur at the same time, Buyer
and Seller are advised to (a) consult with their insurance advisors, and
(b) enter into a written occupancy agreement. Escrow instructions may
include matters required to close this transaction which are not covered by
this Agreement. The omission from escrow instructions of any provision in
this Agreement shall not constitute a waiver of that provision.
3. OCCUPANCY: Buyer [X] does, [ ] does not, intend to occupy Property as
Buyer's primary residence.
4. ALLOCATION OF COSTS: (Check boxes which apply. If needed, insert additional
instructions in blank lines.)
TRANSFER FEES:
A. [X] Buyer [ ] Seller shall pay County transfer tax or transfer fee. ____
-------------------------.
B. [ ] Buyer [ ] Seller shall pay City transfer tax or transfer fee. ______
-------------------------.
C. [ ] Buyer [ ] Seller shall pay Homeowners' Association transfer fee. ___
-------------------------.
TITLE AND ESCROW COSTS:
D. [X] Buyer [ ] Seller shall pay for owner's title insurance policy,
issued by First American Title company.
E. [X] Buyer [ ] Seller shall pay escrow fee. _______________ Escrow holder
shall be First American Title.
SEWER/SEPTIC/WELL COSTS:
F. [ ] Buyer [ ] Seller shall pay for sewer connection, if required by Law
prior to Close of Escrow.
G. [X] Buyer [ ] Seller shall pay to have septic or private sewage disposal
system inspected. ___________________.
H. [X] Buyer [ ] Seller shall pay to have wells tested for water quality,
potabilty, productivity, and recovery rate. ____________________________
OTHER COSTS:
I. [ ] Buyer [X] Seller shall pay zone disclosures reports, if any
(paragraph 7). _____________________________________
J. [X] Buyer [ ] Seller shall pay for Smoke Detector Installation and/or
Water Heater bracing. ___________________________ Seller, prior to close
of escrow, shall provide Buyer a written statement of compliance in
accordance with state and local Law, unless exempt.
K. [ ] Buyer [X] Seller shall pay the cost of compliance with any other
minimum mandatory government retrofit standards and inspections required
as a condition of closing escrow under any Law. ________________________
L. [ ] Buyer [ ] Seller shall pay the cost of a one-year home warranty
plan, issued by __________________, with the following optional
coverage: ________________________. Policy cost not to exceed $0.00.
PEST CONTROL REPORT:
M. [X] Buyer [ ] Seller shall pay for the Pest Control Report ("Report"),
which shall be prepared by Buyers Choice, a registered structural pest
control company.
N. [X] Buyer [ ] Seller shall pay for work recommended to correct
conditions described in the Report as "Section 1,".
O. [X] Buyer [ ] Seller shall pay for work recommended to correct
conditions described in the Report as "Section 2," if requested by
Buyer.
Buyer and Seller acknowledge receipt of copy of this page, which
constitutes Page 1 of 6 Pages.
Buyer's Initials (TBS) Seller's Initials (BME)
THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS(R)
(C.A.R.). NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ADEQUACY 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.
The copyright laws of the United States (17 U.S. Code) forbid the unauthorized
reproduction of this form by any means, including facsimile or computerized
formats.
Copyright (C) 1997, CALIFORNIA ASSOCIATION OF REALTORS(R)
R I Published and distribed by:
E N REAL ESTATE BUSINESS SERVICES, INC.
B C a subsidiary of the CALIFORNIA ASSOCIATION OF REALTORS(R)
G 525 South Virgil Avenue, Los Angeles, California 90020
OFFICE USE ONLY
Reviewed by Broker
or Designee _____________
Date ____________________
American Software Systems (714) 727-0444
RESIDENTIAL PURCHASE AGREEMENT AND RECEIPT FOR DEPOSIT
(RPA-14 PAGE 1 OF 5) REVISED 5/97
<PAGE>
Property Address: 1865 St. Helena Highway, Rutherford (APN: 027-470-003)
Date: November 30, 1999
5. PEST CONTROL TERMS:
A. The Report shall cover the main building and attached structures and,
if checked [ ] detached garages and carports, [ ] detached decks, [ ]
the following other structures on the Property: ___________________.
B. If Property is a unit in a condominium, planned development, or
residential stock cooperative, the Report shall cover only the separate
interest and any exclusive-use areas being transferred, and shall not
cover common areas, unless otherwise agreed.
C. If inspection of inaccessible areas is recommended in the Report, Buyer
has the option, within 5 Days After receipt of the Report, either to
accept and approve the Report by the method specified in paragraph 16B,
or to request in writing that further inspection be made. If further
inspection recommends "Section 1" and/or "Section 2" corrective work,
such work, and the cost of inspection, entry, and closing of the
inaccessible areas, the cost of the inspection, entry, and closing of
those areas shall be paid for by Buyer.
D. If no infestation or infection by wood destroying pests or organisms is
found, the Report shall include a written Pest Control Certification.
Certification shall be issued prior to Close of Escrow, unless
otherwise agreed in writing.
E. Inspections, corrective work and Pest Control Certification in this
paragraph refers only to the presence or absence of wood destroying
pests or organisms, and does not include the condition of roof
coverings. Read paragraphs 9 and 12 concerning roof coverings.
F. Nothing in this paragraph 5 shall relieve Seller or the obligation to
repair or replace shower pans and shower enclosures due to leaks, if
required by paragraph 9B(3). Water test of shower pans on upper level
units may not be performed unless the owners of property below the
shower consent.
6. TRANSFER DISCLOSURE STATEMENT; SUBSEQUENT DISCLOSURES; MELLO-ROOS NOTICE:
A. Within 5 (or [ ] ___) Days After Acceptance, unless exempt, a Real
Estate Transfer Disclosure Statement ("TDS") shall be completed and
delivered to Buyer, who shall sign and return a copy of it to Seller.
B. In the event Seller, prior to Close Of Escrow, becomes aware of adverse
conditions materially affecting the Property, or any material
inaccuracy in disclosures, information, or representations previously
provided to Buyer (including those made in a TDS) of which Buyer is
otherwise unaware, Seller shall promptly provide a subsequent or
amended disclosure, in writing, covering those items except for those
conditions and material inaccuracies disclosed in reports obtained by
Buyer.
C. Seller shall make a good faith effort to obtain a disclosure notice
from any local agencies which levy a special tax on the Property
pursuant to the Mello-Roos Community Facilities Act, and shall promptly
deliver to Buyer any such notice made available by those agencies.
D. If the TDS, the Mello-Roos disclosure notice, or a subsequent or
amended disclosure is delivered to Buyer after the offer is signed,
Buyer shall have the right to terminate this Agreement within 3 days
after delivery in person, or 5 days after delivery by deposit in the
mail, by giving written notice of termination to Seller or Seller's
agent.
7. DISCLOSURES: Within the time specified in paragraph 16, Seller shall
provide to Buyer the following disclosures and information, take the
following actions, and disclose material facts pertaining to the following
conditions. Buyer shall then, within the time specified in paragraph 16,
investigate the disclosures and information, and provide written notice to
Seller of any item disapproved.
A. PROPERTY DISCLOSURES: Earthquake Fault Zones, Seismic Hazard Zones
(when available), Special Flood Hazard Areas, State Fire Responsibility
Areas, Earthquake Guides, Lead-Based Paint Disclosures, Environmental
Hazards Booklet, and Energy Efficiency Booklet (when published), or any
other federal, state, or locally designated zone for which disclosure
is required by Law.
B. CONDOMINIUM/COMMON INTEREST SUBDIVISION: If Property is a unit in a
condominium, planned development, or other common interest subdivision,
Seller shall request from the Homeowners' Association ("HOA"), and upon
receipt provide to Buyer, a statement indicating any current regular
dues and assessments; known pending regular or special assessments,
claims, or litigation and the location and number of parking and
storage spaces; copies of covenants, conditions, and restrictions;
articles of incorporation; "by-laws", other governing documents; most
current financial statement distributed; statement regarding limited
enforceability of age restrictions, if applicable; current HOA
statement showing any unpaid assessments; any other documents required
by Law, and the most recent 12 months of HOA minutes for regular and
special meetings, if available.
C. NOTICE OF VIOLATION: If prior to Close Of Escrow, Seller receives
notice or is made aware of any notice filed or issued against the
Property, of violations of city, county, state, or federal building,
zoning, fire, or health Laws, Seller shall immediately notify Buyer in
writing. Buyer shall, within the time specified in paragraph 16,
provide written notice to Seller of any items disapproved.
B. TITLE AND VESTING:
A. Within the time specified in paragraph 16A, Buyer shall be provided a
current preliminary (title) report (which is only an offer by the title
insurer to issue a policy of title insurance, and may not contain every
item affecting title). Buyer shall, within the time specified in
paragraph 16, provide written notice to Seller of any items reasonably
disapproved.
B. At Close Of Escrow, Buyer shall receive a grant deed conveying title
(or, for stock cooperative, an assignment of stock certificate),
including oil, mineral and water rights if currently owned by Seller.
Title shall be subject to all encumbrances, easements, covenants,
conditions, restrictions, rights, and other matters which are of record
or disclosed to Buyer prior to Close Of Escrow, unless disapproved in
writing by Buyer within the time specified in paragraph 16. However,
title shall not be subject to any liens against the Property, except
for those specified in the Agreement. Buyer shall receive an ALTA-R
owner's title insurance policy, if reasonably available. If not, Buyer
shall receive a standard coverage owner's policy (e.g. CLTA or ALTA
with regional exceptions). Buyer shall pay for Lender's title insurance
policy. Title shall vest as designated in Buyer's escrow instructions.
The title company, at Buyer's request, can provide information about
availability, desirability and cost of various title insurance
coverages. THE MANNER OF TAKING TITLE MAY HAVE SIGNIFICANT LEGAL AND
TAX CONSEQUENCES.
9. NO WARRANTIES EXCEPT AS SPECIFIED:
A. EXCEPT AS SPECIFIED BELOW, AND ELSEWHERE IN THIS AGREEMENT, Property is
sold "AS IS", in its present physical condition.
B. (IF CHECKED) SELLER WARRANTS THAT AT THE TIME POSSESSION IS MADE
AVAILABLE TO BUYER:
[ ] (1) Roof shall be free of leaks KNOWN to Seller or DISCOVERED
during escrow.
[ ] (2) Built-in appliances (including free-standing oven and range,
if included in sale), heating, air conditioning, electrical, water,
sewer and pool/spa systems, if any, shall be repaired, if KNOWN by
Seller to be inoperative or DISCOVERED to be so during escrow.
(Septic/Well systems are not covered in this paragraph. Read
paragraphs 4G and H.)
[ ] (3) Plumbing systems, shower pans and shower enclosures shall be
free of leaks KNOWN to Seller or DISCOVERED during escrow.
[ ] (4) All fire, safety, and structural defects in chimneys and
fireplaces KNOWN to Seller or DISCOVERED during escrow shall be
repaired.
[ ] (5) All broken or cracked glass, torn existing window and door
screens, and broken seals between multi-pane windows shall be
replaced.
[ ] (6) All debris and all personal property not included in the sale
shall be removed.
[X] (7) As Is
C. PROPERTY MAINTENANCE: Unless otherwise agreed, Property, including
pool, spa, landscaping and grounds, is to be maintained in
substantially the same condition as on the date of Acceptance.
D. PROPERTY IMPROVEMENTS may not (a) be built according to codes or in
compliance with Law, or (b) have had permits issued.
E. INSPECTIONS AND DISCLOSURES: Items discovered in Buyer's Inspections
which are not covered by paragraph 9B, shall be governed by the
procedure in paragraphs 12 and 16. Buyer retains the right to
disapprove the condition of the Property based upon items discovered in
Buyer's Inspections. Disclosures in the TDS and items discovered in
Buyer's inspections do NOT eliminate Seller's obligations under
paragraph 9B, unless specifically agreed in writing. WHETHER OR NOT
SELLER WARRANTS ANY ASPECT OF THE PROPERTY, SELLER IS OBLIGATED TO
DISCLOSE KNOWN MATERIAL FACTS AND TO MAKE OTHER DISCLOSURES REQUIRED BY
LAW.
Buyer and Seller acknowledge receipt of copy of this page, which constitutes
Page 2 of 6 Pages.
Buyer's Initials (TBS) Seller's Initials (BME)
OFFICE USE ONLY
Reviewed by Broker
or Designee _______
Date ________________
_________________________________________
LOGO
EQUAL HOUSING
OPPORTUNITY
RESIDENTIAL PURCHASE AGREEMENT AND RECEIPT FOR DEPOSIT (RPA-14 PAGE 2 OF 5)
REVISED 5/97
- --------------------------------------------------------------------------------
BROKER: Phillips & Harris Land Brokers AGENT: Phillips & Harris (707) 963-3644
Prepared using WINForms(TM) software
- --------------------------------------------------------------------------------
<PAGE>
Property Address: 1865 St. Helena Highway, Rutherford (APN: 027-470-027; 028 &
029) SFAP Date: November 30, 1999
10. FIXTURES: ALL EXISTING fixtures and fittings that are attached to the
Property, or for which special openings have been made, are INCLUDED IN THE
PURCHASE PRICE (unless excluded below), and shall be transerred free of
liens and "AS IS," unless specifically warranted. Fixtures shall include,
but are not limited to, existing electrical, lighting, plumbing and heating
fixtures, fireplace inserts, solar systems, built-in appliances, window and
door screen, awnings, shutters, window coverings, attached floor coverings,
television antennas, satellite dishes and related equipment, private
integrated telephone systems, air coolers/conditioners, pool/spa equipment,
water softeners (if owned by Seller), security system/alarms (if owned by
Seller), garage door openers/remote controls, attached fireplace
equipment, mailbox, in-ground landscape including trees/shrubs, and
___________________________.
FIXTURES EXCLUDED: __________________________.
11. PERSONAL PROPERTY: The following items of personal property, free of liens
and "AS IS," unless specifically warranted are INCLUDED IN THE PURCHASE
PRICE: ___________________________________________________________________.
12. BUYER'S INVESTIGATION OF PROPERTY CONDITION: Buyer's Acceptance of the
condition of the Property is a contingency of this Agreement, as specified
in this paragraph and paragraph 16. Buyer shall have the right, at Buyer's
expense, to conduct inspections, investigations, tests, surveys, and other
studies ("Inspections"), including the right to inspect for lead-based
paint and other lead hazards. No Inspections shall be made by any
governmental building or zoning inspector or government employee without
Seller's prior written consent, unless required by Law. Buyer shall, within
the time specified in paragraph 16, complete these Inspections and notify
Seller in writing of any items reasonably disapproved. Seller shall make
Property available for all Inspections. Buyer shall: keep Property free and
clear of liens; indemnify and hold Seller harmless from all liability,
claims, demands, damages, and costs; and repair all damages arising from
Inspections. Buyer shall carry, or Buyer shall require anyone acting on
Buyer's behalf to carry, policies of liability, worker's compensation, and
other applicable insurance, defending and protecting Seller from liability
for any injuries to persons or property occurring during any work done on
the Property at Buyer's direction, prior to Close of Escrow. Seller is
advised that certain protections may be afforded Seller by recording a
notice of non-responsibility for work done on the Property at Buyer's
direction. At Seller's request Buyer shall give Seller, at no cost,
complete copies of all Inspection reports obtained by Buyer concerning the
Property. Seller shall have water, gas, and electricity on for Buyer's
Inspections, and through the date possession is made available to Buyer.
13. FINAL WALK-THROUGH; VERIFICATION OF CONDITION: Buyer shall have the right
to make a final inspection of the Property within 5 (or [ ] _____) Days
prior to Close Of Escrow, NOT AS A CONTINGENCY OF THE SALE, but solely to
confirm that Repairs have been completed as agreed in writing, and that
Seller has complied with Seller's other obligations.
14. PRORATIONS AND PROPERTY TAXES: Unless otherwise agreed in writing, real
property taxes and assessments, interest, rents, HOA regular dues and
regular assessments, premiums on insurance assumed by Buyer, payments on
bonds and assessments assumed by Buyer, payments on Mello-Roos and other
Special Assessment District bonds and assessments which are now a lien, and
payments on HOA bonds and special assessments which have been imposed prior
to Close Of Escrow, shall be PAID CURRENT and prorated between Buyer and
Seller as of Close Of Escrow, except: ____________________________________.
Prorated payments on Mello-Roos and other Special Assessment District bonds
and assessments and HOA special assessments that are now a lien but not yet
due, shall be assumed by Buyer WITHOUT CREDIT toward the purchase price.
Property will be reassessed upon change of ownership. Any supplemental tax
bills shall be paid as follows: (1) For periods after Close Of Escrow, by
Buyer; and, (2) For periods prior to Close Of Escrow, by Seller. TAX BILLS
ISSUED AFTER CLOSE OF ESCROW SHALL BE HANDLED DIRECTLY BETWEEN BUYER AND
SELLER.
15. SALE OF BUYER'S PROPERTY:
A. This Agreement is NOT contingent upon the sale of Buyer's property,
unless paragraph 15B is checked.
OR B. [ ] (If checked) This Agreement IS CONTINGENT on the Close Of Escrow
of Buyer's property, described as (address) __________________________
("Buyer's Property"), which is (if checked) [ ] listed for sale with
___________________________ Company, and/or (if checked) [ ] in Escrow
No. ________________________________ with _______________________
Escrow Holder, scheduled to Close Escrow on _________ (date). Buyer
shall deliver to Seller, within 5 Days After Seller's request, a copy
of the contract for the sale of Buyer's Property, escrow instructions,
and all amendments and modifications thereto. If Buyer's Property does
not close escrow by the date specified for Close Of Escrow in this
paragraph, then either Seller or Buyer may cancel this Agreement in
writing.
(Check ONLY 1 or 2; do NOT check both.) After Acceptance:
[ ] (1) Seller SHALL have the right to continue to offer the Property
for sale. If Seller accepts another written offer, Seller shall give
Buyer written notice to (a) remove this contingency in writing, (b)
provide written verification of sufficient funds to close escrow on
this sale without the sale of Buyer's Property, and (c) comply with
the following additional requirement(s) ______________________________
______________________________________________________________________
If Buyer fails to complete those actions within ____ hours or ____
Days After receipt of such notice, Seller may cancel this Agreement in
writing.
[ ] (2) Seller shall not have the right to continue to offer the
Property for sale, except for back-up offers.
16. TIME PERIODS; INSPECTIONS; SATISFACTION/REMOVAL OF CONTINGENCIES;
DISAPPROVAL/CANCELLATION RIGHTS:
A. TIME PERIODS: This following time periods shall apply, unless changed
by mutual written agreement:
(1) SELLER HAS: 5 (or [ ]___) Days After Acceptance (a) to deliver to
Buyer all reports, disclosures, and information for which Seller
is responsible under paragraphs 4G, 4H, 4M, and 7A; and (b) to
request and 2 Days After receipt to provide to Buyer all reports,
disclosures, and information for which Seller is responsible
under paragraph 7B and 8.
(2) BUYER HAS: (a) 10 (or [X] 60) Days After Acceptance to complete
all Inspections (including, if applicable, inspections for wood
destroying pests or organisms under paragraph 4M and lead-based
paint and lead hazards under paragraph 12), investigations and
review of reports and other applicable information, with an
additional 7 Days to complete geologic inspections. WITHIN THIS
TIME, Buyer must either disapprove in writing any items which are
unacceptable to Buyer or remove the contingency associated with
such disapproval right, by the active or passive method, as
specified below; (b) 5 (or _____) Days After receipt of (i) each
of the items in paragraph 16A(1); and (ii) notice of code and
legal violations under paragraph 7C, to either disapprove in
writing any items which are unacceptable to Buyer, or remove the
contingency associated with such disapproved right by the active
or passive method as specified below.
(3) SELLER'S RESPONSE TO BUYER'S DISAPPROVALS: Seller shall have 5
(or [ ] _____) Days After receipt of Buyer's written notice of
items reasonably disapproved to respond in writing. If Seller
refuses or is unable to make repairs to, or correct, any items
reasonably disapproved by Buyer, or if Seller does not respond
within the time period specified, Buyer shall have 5 (or [ ]
_____) Days After receipt of Seller's response, or after the
expiration of the time for Seller to respond, whichever occurs
first, to cancel this Agreement in writing.
B. ACTIVE OR PASSIVE REMOVAL OF BUYER'S CONTINGENCIES:
(1) [X] ACTIVE METHOD (APPLIES IF CHECKED): If Buyer does not give
Seller written notice of items reasonably disapproved, removal of
contingencies, or cancellation, within the time periods
specified, Seller shall have the right to cancel this Agreement
by giving written notice to Buyer.
(2) PASSIVE METHOD (Applies UNLESS Active Method is checked): If
Buyer does not give Seller written notice of items reasonably
disapproved, or of removal of contingencies or cancellation
within the time periods specified, Buyer shall be deemed to have
removed the contingency associated with the disapproval right, or
waived the contingency and the right to take those actions or to
cancel.
C. EFFECT OF CONTINGENCY REMOVAL: If Buyer removes any contingency or
cancellation right by the active or passive method, as applicable,
Buyer shall conclusively be deemed to have: (1) Completed all
Inspections, investigations, and review of reports and other
applicable information and disclosures pertaining to that contingency
or cancellation right; (2) Elected to proceed with the transaction;
and, (3) Assumed all liability, responsibility, and expense for
repairs or corrections pertaining to that contingency or cancellation
right, or for inability to obtain financing if the contingency
pertains to financing, except for items which Seller has agreed in
writing to repair or correct.
Buyer and Seller acknowledge receipt of copy of this page, which constitutes
Page 3 of 6 Pages.
Buyer's Initials (TBS) Seller's Initials (BME)
OFFICE USE ONLY
Reviewed by Broker
or Designee _____________
Date ____________________
American Software Systems (714) 727-0444
RESIDENTIAL PURCHASE AGREEMENT AND RECEIPT FOR DEPOSIT
(RPA-14 PAGE 3 OF 5) REVISED 5/97
- --------------------------------------------------------------------------------
BROKER: Phillips & Harris Land Brokers AGENT: Phillips & Harris (707) 963-3644
Prepared using WINForms(TM) software
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<PAGE>
Property Address: 1865 St. Helena Highway, Rutherford (APN: 027-470-003)
Date: November 30, 1999
D. CANCELLATION OF SALE/ESCROW; RETURN OF DEPOSITS: If Buyer or Seller
gives written NOTICE OF CANCELLATION pursuant to rights duly exercised
under the terms of this Agreement, Buyer and Seller agree to sign
mutual instructions to cancel the sale and escrow and release deposits,
less fees and costs, to the party entitled to the funds. Fees and costs
may be payable to service providers and vendors for services and
products provided during escrow. Release of funds will require mutual,
signed release instructions from both Buyer and Seller, judicial
decision, or arbitration award. A party may be subject to a civil
penalty of up to $1,000 for refusal to sign such instructions, if no
good faith dispute exists as to who is entitled to the deposited funds
(Civil Code s.s.1057.3).
17. REPAIRS: Repairs under this Agreement shall be completed prior to Close Of
Escrow, unless otherwise agreed in writing. Work to be performed at
Seller's expense may be performed by Seller or through others, provided
that work complies with applicable laws, including governmental permit,
inspection, and approval requirements. Repairs shall be performed in a
skillful manner with materials of quality comparable to existing materials.
It is understood that exact restoration of appearance or cosmetic items
following all Repairs may not be possible.
18. WITHHOLDING TAXES: Seller and Buyer agree to execute and deliver any
instrument, affidavit, statement, or insruction reasonably necessary to
comply with state and federal withholding Laws, if required. (For example,
C.A.R. FIRPTA and California compliance Forms AS-14 and AB-11.)
19. KEYS: At the time possession is made available to Buyer, Seller shall
provide keys and/or means to operate all Property locks, mailboxes,
security systems, alarms, and garage door openers. If the Property is a
unit in a conominium or subdivision, Buyer may be required to pay a deposit
to the HOA to obtain keys to accessible HOA facilities.
20. LIQUIDATED DAMAGES: If Buyer fails to complete this purchase by reason of
any default of Buyer, Seller shall retain, as liquidated damages for breach
of contract, the deposit actually paid. However, 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. Buyer and Seller shall also
sign a separate liquidated damages provision for any increased deposit.
(C.A.R. Form RID-11 shall fulfill this requirement.)
Buyer's Initials TBS Seller's Initials BME
21. DISPUTE RESOLUTION:
A. MEDIATION: Buyer and Seller agree to mediate any dispute or claim
arising between them out of this Agreement, or any resulting
transaction, before resorting to arbitration or court action, subject
to paragraphs 21C and D below. Mediation fees, if any, shall be divided
equality among the parties involved. If any party commences an action
based on a dispute or claim to which this paragraph applies, without
first attempting to resolve the matter through mediation, then that
party shall not be entitled to recover attorney's fees, even if they
would otherwise be available to that party in any such action. THIS
MEDIATION PROVISION APPLIES WHETHER OR NOT THE ARBITRATION PROVISION IS
INITIALED.
B. ARBITRATION OF DISPUTES: Buyer and Seller 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, subject to
paragraphs 21C and D below. The arbitrator shall be a retired judge or
justice, unless the parties mutually agree to a different arbitrator,
who shall render an award in accordance with substantive California
Law. In all other respects, the arbitration shall be conducted in
accordance with Part III, Title 9 of the California Code of Civil
Procedure. Judgment upon the award of the arbitrator(s) may be entered
in any court having jurisdiction. The parties shall have the right to
discovery in accordance with Code of Civil Prodecure s.s.1283.05.
"NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY
DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE 'ARBITRATION OF
DISPUTES' PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY
CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO
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
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 CALIFORNIA CODE OF CIVIL
PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY."
"WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT
DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE 'ARBITRATION OF
DISPUTES' PROVISION TO NEUTRAL ARBITRATION."
Buyer's Initials TBS Seller's Initials BME
C. EXCLUSIONS FROM MEDIATION AND ARBITRATION: The following matters are
excluded from Mediation and Arbitration hereunder: (a) 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 Civil Code s.s.2985; (b) An unlawful detainer action; (c) The filing
or enforcement of a mechanic's lien; (d) Any matter which is within the
jurisdiction of a probate, small claims or bankruptcy court; and (e) An
action for bodily injury or wrongful death, or for latent or patent
defects to which Code of Civil Procedure s.s.337.1 or s.s.337.15
applies. The filing of a court action to enable the recording of a
notice of pending action, for order or attachment, receivership,
injunction, or other provisional remedies, shall not constitute a
violation of the mediation and arbitration provisions.
D. BROKERS: Buyer and seller agree to mediate and arbitrate disputes or
claims involving either or both Brokers, provided either or both
Brokers shall have agreed to such mediation or arbitration, prior to,
or within a reasonable time after the dispute or claim is presented to
Brokers. Any election by either or both Brokers to participate in
mediation or arbitration shall not result in Brokers being deemed
parties to the purchase and sale Agreement.
22. DEFINITIONS: As used in this Agreement:
A. "Acceptance" means the time the offer or final counter offer is
accepted by the other party, in accordance with paragraph 30 of the
Ageement or the terms of the final counter offer.
B. "Agreement" means the terms and conditions of this Residential Purchase
Agreement and any counter offer.
C. "Days" means calendar days, unless otherwise required by Law.
D. "Days After ..." means the specified number of calendar days after the
occurrence of the event specified, not counting the calendar date on
which the specified event occurs.
E. "Close of Escrow" means the date the grant deed, or other evidence of
transfer of title, is recorded.
F. "Law" means any law, code, statute, ordinance, regulation, or rule,
which is adopted by a controlling city, county, state or federal
legislative or judicial body or agency.
G. "Repairs" means any repairs, alterations, replacements, or
modifications, (including pest control work) of the Property.
H. "Pest Control Certification" means a written statement made by a
registered structural pest control company that on the date of
inspection or re-inspection, the Property is "free" or is "now free" of
"evidence of active infestation in the visible and accessible areas."
I. Singular and Plural terms each include the other, when appropriate.
23. MULTIPLE LISTING SERVICE ("MLS"): Brokers are authorized to report the terms
of this transaction to any MLS, to be published and disseminated to persons
authorized to use the information on terms approved by the MLS.
Buyer and Seller acknowledge receipt of copy of this page, which constitutes
Page 4 of 6 Pages.
Buyer's Initials (TBS) Seller's Initials (BME) (______)
American Software Systems (714) 727-0444 --OFFICE USE ONLY--
Reviewed by BROKER
RESIDENTIAL PURCHASE AGREEMENT AND RECEIPT FOR DEPOSIT Or Designee ________
(RPA-14 PAGE 4 OF 5) REVISED 5/97 Date _______________
--------------------
BROKER: Phillips & Harris Land Brokers AGENT: Phillips & Harris (707) 963-3644
Prepared using WINForms(TM) software.
<PAGE>
Property Address: 1865 St. Helena Highway, Rutherford (APN: 027-470-027; 028 &
029 Date: November 30, 1999
24. EQUAL HOUSING OPPORTUNITY: The Property is sold in compliance with federal,
state, and local anti-discrimination Laws.
25. ATTORNEY'S FEES: In any action, proceeding, or arbitration between Buyer
and Seller arising out of this Agreement, the prevailing Buyer or Seller
shall be entitled to reasonable attorney's fees and costs from the
non-prevailing Buyer or Seller, except as provided in paragraph 21A.
26. SELECTION OF SERVICE PROVIDERS; If Brokers give Buyer or Seller referrals
to persons, vendors, or service or product providers ("Providers"), Brokers
do not guarantee the performance of any of those Providers. Buyer and
Seller may select ANY Providers of their own choosing.
27. TIME OF ESSENCE; ENTIRE CONTRACT; CHANGES: Time is of the essence. All
understandings between the parties are incorporated in this Agreement. Its
terms are intended by the parties as a final, complete, and exclusive
expression of their agreement with respect to its subject matter, and may
not be contradicted by evidence of any prior agreement or contemporaneous
oral agreement. This Agreement may not be extended, amended, modified,
altered, or changed, except in writing signed by Buyer and Seller.
28. OTHER TERMS AND CONDITIONS, including ATTACHED SUPPLEMENTS:
[ ] Buyer Inspection Advisory (C.A.R. Form BIA-14)
[ ] Purchase Agreement Addendum (C.A.R. Form PAA-14, paragraph_________)
See Contract Addendum #1.
29. AGENCY CONFIRMATION: The following agency relationships are hereby
confirmed for this transaction:
Listing Agent: Phillips & Harris Land Brokers (Print Firm Name) is the
agent of (check one):
[ ] the Seller exclusively; or [X] both the Buyer and Seller.
Selling Agent: ___________________ (Print Firm Name) (if not same as
Listing Agent) is the agent of (check one):
[ ] the Buyer exclusively; or [ ] the Seller exclusively; or [ ] both the
Buyer and Seller.
Real Estate Brokers are not parties to the Agreement between Buyer and
Seller.
30. OFFER: This is an offer to purchase the Property on the above terms and
conditions. All paragraphs with spaces for initials by Buyer and Seller are
incorporated in this Agreement only if initialed by all parties. If at
least one but not all parties initial, a counter offer is required until
agreement is reached. Unless Acceptance of Offer is signed by Seller, and a
signed copy delivered in person, by mail, or facsimile, and personally
received by Buyer, or by Phillips & Harris (707) 963-3644, who is
authorized to receive it, by December 1, 1999 (date), at 5:00 PM, the
offer shall be deemed revoked and the deposit shall be returned. Buyer has
read and acknowledges receipt of a copy of the offer and agrees to the
above confirmation of agency relationships. 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 photocopy or facsimile, may be signed in two or
more counterparts, all of which shall constitute one and the same writing.
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Buyer and Seller acknowledge and agree that Brokers: (a) Do not decide what
price Buyer should pay or Seller should accept; (b) Do not guarantee the
condition of the Property; (c) Shall not be responsible for defects that are not
known to Broker(s) and are not visually observable in reasonably accessible
areas of the Property; (d) Do not guarantee the performance or Repairs of others
who have provided services or products to Buyer or Seller; (e) Cannot identify
Property boundary lines; (f) Cannot verify inspection reports or representations
of others; (g) Cannot provide legal or tax advice; (h) Will not provide other
advice or information that exceeds the knowledge, education and experience
required to obtain a real estate license. Buyer and Seller agree that they will
seek legal, tax, insurance, and other desired assistance from appropriate
professionals.
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BUYER _Thomas B._Selfridge__ BUYER __________________________
31. BROKER COMPENSATION: Seller agrees to pay compensation for services as
follows:
to Phillips & Harris Land Brokers, Broker, and 5%___________________, to
______________________________, Broker, payable: (a) On recordation of the deed
or other evidence of title; or (b) If completion of sales is prevented by
default of Seller, upon Seller's default; or (c) If completion of sale is
prevented by default of Buyer, only if and when Seller collects damages from
Buyer, by suit or otherwise, and then in an amount equal to one-half of the
damages recovered, but not to exceed the above compensation, after first
deducting title and escrow expenses and the expenses of collection, if any.
Seller hereby irrevocably assigns to Brokers such compensation from Seller's
proceeds, and irrevocably instructs Escrow Holder to disburse those funds to
Brokers at close of escrow. Commission instructions can be amended or revoked
only with the consent of Brokers. In any action, proceeding or arbitration
relating to the payment of such compensation, the prevailing party shall be
entitled to reasonable attorney's fees and costs, except as provided in
paragraph 21A.
32. ACCEPTANCE OF OFFER: Seller warrants that Seller is the owner of this
Property or has the authority to execute this Agreement. Seller accepts the
above offer, agrees to sell the Property on the above terms and conditions,
and agrees to the above confirmation of agency relationships. Seller has
read and acknowledges receipt of a copy of this Agreement, and authorizes
Broker to deliver a signed copy to Buyer.
If checked: [X] SUBJECT TO ATTACHED COUNTER OFFER, DATED 12/8/99.
SELLER Barbara M. Eisele_______________________________________ Date 12/8/99____
SELLER ________________________________________________________ Date ___________
(___/___) (Initials) ACKNOWLEDGMENT OF RECEIPT: Buyer or authorized agent
acknowledges receipt of signed Acceptance on (date) _________, at ____AM/PM.
Agency relationships are configured as above. Real Estate Brokers are not
parties to the Agreement between Buyer and Seller. Receipt for deposit is
acknowledged.
Real Estate Broker (Selling Firm Name) Phillips & Harris Land Brokers By
_____________ Date November 30, 1999 Address 1224 Adams Street, St. Helena, CA
94574-____. Telephone (707) 963-3644 Fax (707) 963-4471.
Agency relationships are confirmed as above. Real Estate Brokers are not parties
to the Agreement between Buyer and Seller.
Real Estate Broker (Listing Firm Name) Phillips & Harris Land Brokers By
_____________ Date ______
Address 1224 Adams Street, St. Helena, CA 94574-____. Telephone (707) 963-3644
Fax (707) 963-4471.
This form is available for use by the entire real estate industry. It is not
intended to identify the user as a REALTOR(R). REALTOR(R) is a registered
collective membership mark which may be used only by members of the NATIONAL
ASSOCIATION OF REALTORS(R) who subscribe to its Code of Ethics.
OFFICIAL USE ONLY
- ------------------
Reviewed by Broker
or Designee_______
Date______________
- ------------------
American Software Systems (714) 727-0444
RESIDENTIAL PURCHASE AGREEMENT AND RECEIPT FOR DEPOSIT (RPA-14 PAGE 5 OF 5)
REVISED 5/97
BROKER: Phillips & Harris Land Brokers AGENT: Phillips & Harris (707) 963-3644
Prepared using WINForms(TM) software.
<PAGE>
DISCLOSURE REGARDING
REAL ESTATE AGENCY RELATIONSHIPS
(As required by the Civil Code)
CALIFORNIA ASSOCIATION OF REALTORS(R) (C.A.R.) STANDARD FORM
PREPARED BY PHILLIPS & HARRIS LAND BROKERS
When you enter into a discussion with a real estate 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 in the
transaction.
SELLER'S AGENT
A Seller's agent under a listing agreement with the Seller acts as the agent for
the Seller only. A Seller's agent or a subagent of that agent has the following
affirmative obligations:
To the Seller:
A fiduciary duty of utmost care, integrity, honesty, and loyalty in
dealings with the Seller.
To the Buyer and the Seller:
(a) Diligent exercise of reasonable skill 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 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
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
forth above.
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 not the Seller's agent, even if by
agreement the agent may receive compensation for services rendered, either in
full or in part from the Seller. 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 in
dealings with the Buyer.
To the Buyer and the Seller:
(a) Diligent exercise of reasonable skill 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 all facts known to the agent materially
affecting the value of desirability of the property 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
forth above.
AGENT REPRESENTING BOTH SELLER & BUYER
A real estate agent, either acting directly or through one or more associate
licensees, 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 Seller 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 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 of the respective party, disclose to the other party
that the Seller will accept a price less than the listing price or that the
Buyer will pay a price greater than the price offered.
The above duties of the agent in a real estate transaction do not relieve a
Seller or Buyer from the responsibility to protect his or her own interests. You
should carefully read all agreements to assure that they adequately express your
understanding of the transaction. A real estate agent is a person qualified to
advise about real estate. If legal or tax 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 agents assisting in the
transaction. The 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 is presented to you, considering the relationship 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 forth on the reverse hereof. Read it carefully.
WE ACKNOWLEDGE RECEIPT OF A COPY OF THIS DISCLOSURE.
BUYER/SELLER___s/s Thomas Selfridge__ Date Nov. 30, 1999 Time _11:15 AM__
BUYER/SELLER___s/s Barbara M. Eisele_ Date______________ Time _____AM/PM
AGENT ______________________________ By ________________ Date ________________
(Please Print) (Associate Licensee
or Broker-Signature
- --------------------------------------------------------------------------------
This Disclosure form must be provided in a listing, sale, exchange, installment
land contract, or lease over one year, if the transaction involves one-to-four
dwelling residential property, including a mobile home, as follows:
(a) From a Listing Agent to a Seller: Prior to entering into the
listing.
(b) From an Agent selling a property he/she has listed to a Buyer:
Prior to the Buyer's execution of the offer.
(c) From a Selling Agent to a Buyer: Prior to the Buyer's execution of
the offer.
(d) From a Selling Agent (in a cooperating real estate firm) to a
Seller: Prior to presentation of the offer to the Seller.
It is not necessary or required to confirm an agency relationship using a
separate Confirmation form if the agency confirmation portion of the Real Estate
Purchase Contract is properly completed in full. However, it is still necessary
to use this Disclosure form.
- --------------------------------------------------------------------------------
THIS STANDARDIZED DOCUMENT HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF
REALTORS(R) (C.A.R.) IN FORM ONLY. NO REPRESENTATION IS MADE AS TO THE APPROVAL
OF THE FORM OF ANY SUPPLEMENTS NOT CURRENTLY PUBLISHED BY C.A.R. OR THE LEGAL
VALIDITY OR ADEQUACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. IT SHOULD NOT
BE USED WITH EXTENSIVE RIDERS OR ADDITIONS.
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 available for use by the entire real estate industry. The use of
this form is not intended to identify the user as a REALTOR(R), REALTOR(R) is a
registered collective membership mark which may be used only by members of the
NATIONAL ASSOCIATION OF REALTORS(R) who subscribe to its Code of Ethics.
The copyright laws of the United States (17 U.S. Code) forbid the unauthorized
reproductin of this form by any means including facsimile or computerized
formats.
Copyright(C) 1987 - 1995, CALIFORNIA ASSOCIATION OF REALTORS(R)
525 South Virgil Avenue, Los Angeles, California 90020
REVISED 10/95
- ---------------OFFICE USE ONLY.----------------
Reviewed by Broker or Designee ________________
Date ______________________
- -----------------------------------------------
FORM AD-14
<PAGE>
[LOGO] CALIFORNIA COUNTER OFFER NO. 1
ASSOCIATION (For use by Seller or Buyer. May be used
OF REALTORS(R) for Multiple Counter Offer.)
THIS IS INTENDED TO BE A LEGALLY BINDING AGREEMENT -- READ IT CAREFULLY.
CALIFORNIA ASSOCIATION OF REALTORS(R) (C.A.R.) STANDARD FORM
- --------------------------------------------------------------------------------
BROKER: Phillips & Harris Land Brokers AGENT: Phillips & Harris (707) 963-3644
Prepared using WINForms(TM) software
- --------------------------------------------------------------------------------
This is a counter offer to the [X] Offer, [ ] Counter Offer, [ ] Other ________,
dated December 08, 1999, regarding (property address): 1865 St. Helena Highway,
Rutherford (APN: 027-470-003) between Chalone Wine Group, "Buyer'" and Barbara
Eisele, Et Al, "Seller."
1. TERMS: The terms and conditions of the above referenced document are
accepted subject to the following:
A. Paragraphs in the purchase contract (offer) which require initials by
all parties, but are not initialized by all parties, are excluded from
the final agreement unless specifically referenced for inclusion in
paragraph 1C of this or another Counter Offer.
B. Unless otherwise specified in writing, down payment and loan amount(s)
will be adjusted in the same proportion as in the original offer.
C. Price shall be $1,900,000.
Original Contract:
Page 1 #2 Escrow to close within 60 days from the date of acceptance.
Page 3 #16 2. Buyer shall have 45 days from date of acceptance to
complete all inspections.
Contract Addendum #1:
#2 Escrow - Escrow shall close within 15 days after contingencies
are removed in writing for both this property and 1877 St. Helena
Highway and shall be contingent upon a simultaneous closing.
Possession: This contract includes a Tenancy in the house, rent free
for Barbara Eisele for up to 2 years time from close of escrow, for
Seller to find a suitable replacement property. Further agreement shall
follow regarding Tenancy and shall be contingent upon Buyer and Seller
mutually agreeing upon the terms within 5 days of receipt.
Buyer and Seller agree to keep price, terms and conditions of this sale
confidential until close of escrow.
D. The following attached supplements are incorporated in this Counter
Offer:
[ ] ----------------------- [ ] -----------------------------
[ ] ----------------------- [ ] -----------------------------
2. [ ] (If Checked:) MULTIPLE COUNTER OFFER: Seller is making a Counter
Offer(s) to another prospective buyer(s) on terms which may or may not be
the same as in this Counter Offer. Acceptance of this Counter Offer by
Buyer shall not be binding unless and until it is subsequently re-signed by
Seller in paragraph 7 below and returned to Buyer or Buyer's agent. Prior
to the completion of all of these events, Buyer and Seller shall have no
duties or obligations for the purchase or sale of the Property.
3. RIGHT TO ACCEPT OTHER OFFERS: Seller reserves the right to continue to
offer the Property for sale or for other transaction, and to accept any
other offer at any time prior to communication of acceptance, as described
in paragraph 4. Seller's acceptance of another offer prior to Buyer's
acceptance and communication of acceptance of this Counter Offer shall
revoke this Counter Offer.
4. EXPIRATION: Unless acceptance of this Counter Offer is signed by the person
receiving it, and communication of acceptance is made by delivering a
signed copy in person, by mail, or by facsimile which is personally
received, to the person making this Counter Offer or to Phillips & Harris
(707) 963-3644, by 5:00 PM on the third calendar day after this Counter
Offer is written (or, if checked, [X] date: _____December 10, 1999 _____,
time___5:00PM AM/PM), this Counter Offer shall be deemed revoked and the
deposit shall be returned to Buyer. This Counter Offer may be executed in
counterparts.
As the person(s) making this Counter Offer on the terms above, receipt of a
copy is acknowledged.
/s/ Barbara M. Eisele Date: Dec. 8, 1999 Time: 3:30 PM
_____________________________________ Date: ____________ Time: ____AM/PM
5. ACCEPTANCE: I/WE accept the above Counter Offer (if checked: [ ] SUBJECT TO
THE ATTACHED COUNTER OFFER) and acknowledge receipt of a copy.
/s/ Thomas B. Selfridge Date: 12-9-99 Time: 12:55 PM
_____________________________________ Date: ____________ Time: ____AM/PM
6. ACKNOWLEDGEMENT OF RECEIPT: Receipt of signed acceptance on (date) 2/9/99,
at 12:55 AM/PM, by the maker of the Counter Offer, or other person
designated in paragraph 4, is acknowledged. (____/____) (Initials)
- --------------------------------------------------------------------------------
7. MULTIPLE COUNTER OFFER SIGNATURE LINE: (Paragraph 7 applies only if
paragraph 2 is checked.) By signing below, Seller accepts this Multiple
Counter Offer, and creates a binding contract. (NOTE TO SELLER: Do NOT
sign in this paragraph until after Buyer signs the acceptance in paragraph
5, and returns to Seller for re-signing.)
_____________________________________ Date: ____________ Time: ____AM/PM
_____________________________________ Date: ____________ Time: ____AM/PM
- --------------------------------------------------------------------------------
THIS STANDARDIZED DOCUMENT HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF
REALTORS(R) (C.A.R.) IN FORM ONLY. NO REPRESENTATION IS MADE AS TO THE APPROVAL
OF THE FORM OF ANY SUPPLEMENTS NOT CURRENTLY PUBLISHED BY C.A.R. OR THE LEGAL
VALIDITY OR ADEQUACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. IT SHOULD NOT
BE USED WITH EXTENSIVE RIDERS OR ADDITIONS.
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 available for use by the entire real estate industry. The use of
this form is not intended to identify the user as a REALTOR(R). REALTOR(R) is a
registered collective membership mark which may be used only by members of the
NATIONAL ASSOCIATION OF REALTORS(R) who subscribe to its Code of Ethics.
The copyright laws of the United States (17 U.S. Code) forbid the unauthorized
reproduction of this form by any means, including facsimile or computerized
formats.
Copyright(C) 1991-1996 CALIFORNIA ASSOCIATION OF REALTORS(R)
REBS INC
Published and distributed by:
REAL ESTATE BUSINESS SERVICES, INC.
a subsidiary of the CALIFORNIA ASSOCIATION OF REALTORS(R)
525 South Virgil Avenue, Los Angeles, California 90020
____________OFFICE USE ONLY______________
Reviewed by Broker or Designee _______
Date ________________
-----------------------------------------
LOGO
EQUAL HOUSING
OPPORTUNITY
American Software Systems (714) 727-0444
COUNTER OFFER (CO-14) REVISED 9/95
CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT
ASSOCIATION (AND RECEIPT FOR DEPOSIT)
OF REALTORS(R) For Use With Single Family Residential
Property--Attached or Detached
BROKER: Phillips & Harris Land Brokers AGENT: Phillips & Harris (707) 963-3644
Prepared using WINForms(TM) software.
Date: November 30, 1999, at St. Helena, California, Received From Chalone Wine
Group, Inc. ("Buyer"), A Deposit of One-Hundred-Thousand-and 00/100 Dollars
$100,000, toward the Purchase Price of Thirteen-Million-Eight-Hundred-
Thousand-and 00/100 Dollars $13,800,000, For Purchase Of Property Situated in
Rutherford, County Of Napa, California, Described As 1877 St. Helena Highway
(APN; 027-470-027; 028 & 029) SFAP, ("Property").
1. FINANCING: Obtaining the loans below is a contingency of this Agreement.
Buyer shall act diligently and in good faith to obtain the designated
loans. Obtaining deposit, down payment and closing costs is not a
contingency.
A. BUYER'S DEPOSIT shall be held uncashed until Acceptance and then
deposited within 3 business days after Acceptance or [ ] ___________,
[X] with Escrow Holder, [ ] into Broker's trust account or [ ]
___________, by Personal Check [ ] Cashier's Check [ ] Cash or [ ]
___________________________________________________ $100,000
B. INCREASED DEPOSIT shall be deposited with ___________ within __ Days
After Acceptance, or [ ] ___________ $___________
C. FIRST LOAN IN THE AMOUNT OF $_________________ NEW First Deed of Trust
in favor of LENDER, encumbering the Property, securing a note payable
at maximum interest of ___% fixed rate, or ___% initial adjustable
rate with a maximum interest rate cap of ___%, balance due in ___
years. Buyer shall pay loan fees/points not to exceed ___________. If
FHA/VA, Seller shall pay ___% discount points, or other fees not
allowed to be paid by Buyer, not to exceed $___________, and the cost
of lender required repairs not otherwise provided for in this
Agreement, not to exceed $___________.
D. ADDITIONAL FINANCING TERMS: __________________________ $______________
______________________________________________________________________
[ ] seller financing, (C.A.R. Form SFA-14); [ ] junior or assumed
financing, (C.A.R. Form PAA-14, paragraph 5.)
E. BALANCE OF PURCHASE PRICE (not including costs of obtaining loans and
other closing costs) to be deposited with $13,700,000 escrow holder
sufficient time to close escrow.
F. TOTAL PURCHASE PRICE $13,800,000
G. LOAN CONTINGENCY shall remain in effect until the designated loans are
funded (or [ ] _____) Days After Acceptance, by which time Buyer shall
give Seller written notice of Buyer's election to cancel this
Agreement if Buyer is unable to obtain the designated loans. If Buyer
does not give Seller such notice, the contingency of obtaining the
designated loans shall be removed by the method specified in paragraph
16B.)
H. LOAN APPLICATIONS; PREQUALIFICATION: For NEW financing, within 5 (or
[ ] _____) Days After Acceptance, Buyer shall provide Seller a letter
from lender or mortgage loan broker stating that, based on the review
of Buyer's written application and credit report, Buyer is
prequalified for the NEW loan indicated above. If Buyer fails to
provide such letter within that time, Seller may cancel this Agreement
in writing.
I. [ ] APPRAISAL CONTINGENCY: (If checked) This Agreement is contingent
upon Property appraising at no less than the specified total purchase
price. The Appraisal contingency shall remain in effect for the same
period as specified for the Loan Contingency in paragraph 1G.
J. ALL CASH OFFER: If this is an all cash offer, Buyer shall, within 5
(or [ ] _____) Days After Acceptance, provide Seller written
verification of sufficient funds to close this transaction. Seller
may cancel this Agreement in writing within 5 Days After: (1) time to
provide verification expires, if Buyer fails to provide verification;
or (2) receipt of verification, if Seller reasonably disapproves it.
2. ESCROW: Close of Escrow shall occur (See Addendum Days After Acceptance
(or [ ] on _____ (date)). Buyer and Seller shall deliver signed escrow
instructions consistent with this Agreement [X] within 90 Days After
Acceptance, [ ] at least _______ Days before Close of Escrow, or [ ]
_________________. Seller shall deliver possession and occupancy of the
Property to Buyer at 12:00 PM [X] on the date of Close of Escrow, or [ ] no
later than __________ Days After date of Close of Escrow, or [ ]
_________________. Property shall be vacant, unless otherwise agreed in
writing. If transfer of title and possession do not occur at the same time,
Buyer and Seller are advised to (a) consult with their insurance advisors,
and (b) enter into a written occupancy agreement. Escrow instructions may
include matters required to close this transaction which are not covered by
this Agreement. The omission from escrow instructions of any provision in
this Agreement shall not constitute a waiver of that provision.
3. OCCUPANCY: Buyer [X] does, [ ] does not, intend to occupy Property as
Buyer's primary residence.
4. ALLOCATION OF COSTS: (Check boxes which apply. If needed, insert additional
instructions in blank lines.)
TRANSFER FEES:
A. [ ] Buyer [X] Seller shall pay County transfer tax or transfer fee. ____
_________________________.
B. [ ] Buyer [ ] Seller shall pay City transfer tax or transfer fee. ______
_________________________.
C. [ ] Buyer [ ] Seller shall pay Homeowners' Association transfer fee. ___
_________________________.
TITLE AND ESCROW COSTS:
D. [X] Buyer [ ] Seller shall pay for owner's title insurance policy,
issued by First American Title company.
E. [X] Buyer [ ] Seller shall pay escrow fee. _______________ Escrow holder
shall be First American Title.
SEWER/SEPTIC/WELL COSTS:
F. [ ] Buyer [ ] Seller shall pay for sewer connection, if required by Law
prior to Close of Escrow.
G. [X] Buyer [ ] Seller shall pay to have septic or private sewage disposal
system inspected. ___________________.
H. [X] Buyer [ ] Seller shall pay to have wells tested for water quality,
potabilty, productivity, and recovery rate. ____________________________
OTHER COSTS:
I. [ ] Buyer [X] Seller shall pay zone disclosures reports, if any
(paragraph 7). _____________________________________
J. [ ] Buyer [X] Seller shall pay for Smoke Detector Installation and/or
Water Heater bracing. ___________________________ Seller, prior to close
of escrow, shall provide Buyer a written statement of compliance in
accordance with state and local Law, unless exempt.
K. [ ] Buyer [ ] Seller shall pay the cost of compliance with any other
minimum mandatory government retrofit standards and inspections required
as a condition of closing escrow under any Law. ________________________
L. [ ] Buyer [ ] Seller shall pay the cost of a one-year home warranty
plan, issued by __________________, with the following optional
coverage: ________________________. Policy cost not to exceed $0.00.
PEST CONTROL REPORT:
M. [X] Buyer [ ] Seller shall pay for the Pest Control Report ("Report"),
which shall be prepared by Buyers Choice, a registered structural pest
control company.
N. [X] Buyer [ ] Seller shall pay for work recommended to correct
conditions described in the Report as "Section 1,".
O. [X] Buyer [ ] Seller shall pay for work recommended to correct
conditions described in the Report as "Section 2," if requested by
Buyer.
Buyer and Seller acknowledge receipt of copy of this page,
which constitutes Page 1 of 6 Pages.
Buyer's Initials (TBS) Seller's Initials (AN)
THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS(R)
(C.A.R.). NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ADEQUACY 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.
The copyright laws of the United States (17 U.S. Code) forbid the unauthorized
reproduction of this form by any means, including facsimile or computerized
formats.
Copyright (C) 1997, CALIFORNIA ASSOCIATION OF REALTORS(R)
R I Published and distribed by:
E N REAL ESTATE BUSINESS SERVICES, INC.
B C a subsidiary of the CALIFORNIA ASSOCIATION OF REALTORS(R)
G 525 South Virgil Avenue, Los Angeles, California 90020
OFFICE USE ONLY
Reviewed by Broker
or Designee _____________
Date ____________________
American Software Systems (714) 727-0444
RESIDENTIAL PURCHASE AGREEMENT AND RECEIPT FOR DEPOSIT
(RPA-14 PAGE 1 OF 5) REVISED 5/97
<PAGE>
Property Address: 1877 St. Helena Highway, Rutherford (APN: 027-470-027; 028 &
029) SFAP Date: November 30, 1999
5. PEST CONTROL TERMS:
A. The Report shall cover the main building and attached structures and,
if checked [ ] detached garages and carports, [ ] detached decks, [ ]
the following other structures on the Property: ___________________.
B. If Property is a unit in a condominium, planned development, or
residential stock cooperative, the Report shall cover only the
separate interest and any exclusive-use areas being transferred, and
shall not cover common areas, unless otherwise agreed.
C. If inspection of inaccessible areas is recommended in the Report,
Buyer has the option, within 5 Days After receipt of the Report,
either to accept and approve the Report by the method specified in
paragraph 16B, or to request in writing that further inspection be
made. If further inspection recommends "Section 1" and/or "Section 2"
corrective work, such work, and the cost of inspection, entry, and
closing of the inaccessible areas, the cost of the inspection, entry,
and closing of those areas shall be paid for by Buyer.
D. If no infestation or infection by wood destroying pests or organisms
is found, the Report shall include a written Pest Control
Certification. Certification shall be issued prior to Close of Escrow,
unless otherwise agreed in writing.
E. Inspections, corrective work and Pest Control Certification in this
paragraph refers only to the presence or absence of wood destroying
pests or organisms, and does not include the condition of roof
coverings. Read paragraphs 9 and 12 concerning roof coverings.
F. Nothing in this paragraph 5 shall relieve Seller of the obligation to
repair or replace shower pans and shower enclosures due to leaks, if
required by paragraph 9B(3). Water test of shower pans on upper level
units may not be performed unless the owners of property below the
shower consent.
6. TRANSFER DISCLOSURE STATEMENT; SUBSEQUENT DISCLOSURES; MELLO-ROOS NOTICE:
N/A A. Within 5 (or [ ] ___) Days After Acceptance, unless exempt, a Real
Estate Transfer Disclosure Statement ("TDS") shall be completed and
delivered to Buyer, who shall sign and return a copy of it to Seller.
B. In the event Seller, prior to Close Of Escrow, becomes aware of
adverse conditions materially affecting the Property, or any material
inaccuracy in disclosures, information, or representations previously
provided to Buyer (including those made in a TDS) of which Buyer is
otherwise unaware, Seller shall promptly provide a subsequent or
amended disclosure, in writing, covering those items except for those
conditions and material inaccuracies disclosed in reports obtained by
Buyer.
C. Seller shall make a good faith effort to obtain a disclosure notice
from any local agencies which levy a special tax on the Property
pursuant to the Mello-Roos Community Facilities Act, and shall
promptly deliver to Buyer any such notice made available by those
agencies.
D. If the TDS, the Mello-Roos disclosure notice, or a subsequent or
amended disclosure is delivered to Buyer after the offer is signed,
Buyer shall have the right to terminate this Agreement within 3 days
after delivery in person, or 5 days after delivery by deposit in the
mail, by giving written notice of termination to Seller or Seller's
agent.
7. DISCLOSURES: Within the time specified in paragraph 16, Seller shall
provide to Buyer the following disclosures and information, take the
following actions, and disclose material facts pertaining to the following
conditions. Buyer shall then, within the time specified in paragraph 16,
investigate the disclosures and information, and provide written notice to
Seller of any item disapproved.
A. PROPERTY DISCLOSURES: Earthquake Fault Zones, Seismic Hazard Zones
(when available), Special Flood Hazard Areas, State Fire
Responsibility Areas, Earthquake Guides, Lead-Based Paint Disclosures,
Environmental Hazards Booklet, and Energy Efficiency Booklet (when
published), or any other federal, state, or locally designated zone
for which disclosure is required by Law.
B. CONDOMINIUM/COMMON INTEREST SUBDIVISION: If Property is a unit in a
condominium, planned development, or other common interest
subdivision, Seller shall request from the Homeowners' Association
("HOA"), and upon receipt provide to Buyer, a statement indicating any
current regular dues and assessments; known pending regular or special
assessments, claims, or litigation and the location and number of
parking and storage spaces; copies of covenants, conditions, and
restrictions; articles of incorporation; "by-laws", other governing
documents; most current financial statement distributed; statement
regarding limited enforceability of age restrictions, if applicable;
current HOA statement showing any unpaid assessments; any other
documents required by Law, and the most recent 12 months of HOA
minutes for regular and special meetings, if available.
C. NOTICE OF VIOLATION: If prior to Close Of Escrow, Seller receives
notice or is made aware of any notice filed or issued against the
Property, of violations of city, county, state, or federal building,
zoning, fire, or health Laws, Seller shall immediately notify Buyer in
writing. Buyer shall, within the time specified in paragraph 16,
provide written notice to Seller of any items disapproved.
8. TITLE AND VESTING:
A. Within the time specified in paragraph 16A, Buyer shall be provided a
current preliminary (title) report (which is only an offer by the
title insurer to issue a policy of title insurance, and may not
contain every item affecting title). Buyer shall, within the time
specified in paragraph 16, provide written notice to Seller of any
items reasonably disapproved.
B. At Close Of Escrow, Buyer shall receive a grant deed conveying title
(or, for stock cooperative, an assignment of stock certificate),
including oil, mineral and water rights if currently owned by Seller.
Title shall be subject to all encumbrances, easements, covenants,
conditions, restrictions, rights, and other matters which are of
record or disclosed to Buyer prior to Close Of Escrow, unless
disapproved in writing by Buyer within the time specified in paragraph
16. However, title shall not be subject to any liens against the
Property, except for those specified in the Agreement. Buyer shall
receive an ALTA-R owner's title insurance policy, if reasonably
available. If not, Buyer shall receive a standard coverage owner's
policy (e.g. CLTA or ALTA with regional exceptions). Buyer shall pay
for Lender's title insurance policy. Title shall vest as designated in
Buyer's escrow instructions. The title company, at Buyer's request,
can provide information about availability, desirability and cost of
various title insurance coverages. THE MANNER OF TAKING TITLE MAY HAVE
SIGNIFICANT LEGAL AND TAX CONSEQUENCES.
9. NO WARRANTIES EXCEPT AS SPECIFIED:
A. EXCEPT AS SPECIFIED BELOW, AND ELSEWHERE IN THIS AGREEMENT, Property
is sold "AS IS", in its present physical condition.
B. (IF CHECKED) SELLER WARRANTS THAT AT THE TIME POSSESSION IS MADE
AVAILABLE TO BUYER:
[X] (1) Roof shall be free of leaks KNOWN to Seller or DISCOVERED during
escrow.
[X] (2) Built-in appliances (including free-standing oven and range, if
included in sale), heating, air conditioning, electrical, water,
sewer and pool/spa systems, if any, shall be repaired, if KNOWN by
Seller to be inoperative or DISCOVERED to be so during escrow.
(Septic/Well systems are not covered in this paragraph. Read
paragraphs 4G and H.)
[X] (3) Plumbing systems, shower pans and shower enclosures shall be free
of leaks KNOWN to Seller or DISCOVERED during escrow.
[X] (4) All fire, safety, and structural defects in chimneys and fireplaces
KNOWN to Seller or DISCOVERED during escrow shall be repaired.
[ ] (5) All broken or cracked glass, torn existing window and door screens,
and broken seals between multi-pane windows shall be replaced.
[X] (6) All debris and all personal property not included in the sale shall
be removed.
[ ] (7) __________________________________________________________________
C. PROPERTY MAINTENANCE: Unless otherwise agreed, Property, including
pool, spa, landscaping and grounds, is to be maintained in
substantially the same condition as on the date of Acceptance.
D. PROPERTY IMPROVEMENTS may not (a) be built according to codes or in
compliance with Law, or (b) have had permits issued.
E. INSPECTIONS AND DISCLOSURES: Items discovered in Buyer's Inspections
which are not covered by paragraph 9B, shall be governed by the
procedure in paragraphs 12 and 16. Buyer retains the right to
disapprove the condition of the Property based upon items discovered
in Buyer's Inspections. Disclosures in the TDS and items discovered in
Buyer's inspections do NOT eliminate Seller's obligations under
paragraph 9B, unless specifically agreed in writing. WHETHER OR NOT
SELLER WARRANTS ANY ASPECT OF THE PROPERTY, SELLER IS OBLIGATED TO
DISCLOSE KNOWN MATERIAL FACTS AND TO MAKE OTHER DISCLOSURES REQUIRED
BY LAW.
Buyer and Seller acknowledge receipt of copy of this page, which constitutes
Page 2 of 6 Pages.
Buyer's Initials (TBS) Seller's Initials (AN)
OFFICE USE ONLY
Reviewed by Broker
or Designee _____________
Date ____________________
RESIDENTIAL PURCHASE AGREEMENT AND RECEIPT FOR DEPOSIT
(RPA-14 PAGE 2 OF 5) REVISED 5/97
- --------------------------------------------------------------------------------
BROKER: Phillips & Harris Land Brokers AGENT: Phillips & Harris (707) 963-3644
Prepared using WINForms(TM) software
- --------------------------------------------------------------------------------
<PAGE>
Property Address: 1877 St. Helena Highway, Rutherford (APN: 027-470-027; 028 &
029) SFAP Date: November 30, 1999
10. FIXTURES: ALL EXISTING fixtures and fittings that are attached to the
Property, or for which special openings have been made, are INCLUDED IN THE
PURCHASE PRICE (unless excluded below), and shall be transerred free of
liens and "AS IS," unless specifically warranted. Fixtures shall include,
but are not limited to, existing electrical, lighting, plumbing and heating
fixtures, fireplace inserts, solar systems, built-in appliances, window and
door screens, awnings, shutters, window coverings, attached floor
coverings, television antennas, satellite dishes and related equipment,
private integrated telephone systems, air coolers/conditioners, pool/spa
equipment, water softeners (if owned by Seller), security system/alarms (if
owned by Seller), garage door openers/remote controls, attached fireplace
equipment, mailbox, in-ground landscape including trees/shrubs, and Light
Fixtures in Dining Room (3).
FIXTURES EXCLUDED: __________________________.
11. PERSONAL PROPERTY: The following items of personal property, free of liens
and "AS IS," unless specifically warranted are INCLUDED IN THE PURCHASE
PRICE: ___________________________________________________________________.
12. BUYER'S INVESTIGATION OF PROPERTY CONDITION: Buyer's Acceptance of the
condition of the Property is a contingency of this Agreement, as specified
in this paragraph and paragraph 16. Buyer shall have the right, at Buyer's
expense, to conduct inspections, investigations, tests, surveys, and other
studies ("Inspections"), including the right to inspect for lead-based
paint and other lead hazards. No Inspections shall be made by any
governmental building or zoning inspector or government employee without
Seller's prior written consent, unless required by Law. Buyer shall, within
the time specified in paragraph 16, complete these Inspections and notify
Seller in writing of any items reasonably disapproved. Seller shall make
Property available for all Inspections. Buyer shall: keep Property free and
clear of liens; indemnify and hold Seller harmless from all liability,
claims, demands, damages, and costs; and repair all damages arising from
Inspections. Buyer shall carry, or Buyer shall require anyone acting on
Buyer's behalf to carry, policies of liability, worker's compensation, and
other applicable insurance, defending and protecting Seller from liability
for any injuries to persons or property occurring during any work done on
the Property at Buyer's direction, prior to Close of Escrow. Seller is
advised that certain protections may be afforded Seller by recording a
notice of non-responsibility for work done on the Property at Buyer's
direction. At Seller's request Buyer shall give Seller, at no cost,
complete copies of all Inspection reports obtained by Buyer concerning the
Property. Seller shall have water, gas, and electricity on for Buyer's
Inspections, and through the date possession is made available to Buyer.
13. FINAL WALK-THROUGH; VERIFICATION OF CONDITION: Buyer shall have the right
to make a final inspection of the Property within 5 (or [ ] _____) Days
prior to Close Of Escrow, NOT AS A CONTINGENCY OF THE SALE, but solely to
confirm that Repairs have been completed as agreed in writing, and that
Seller has complied with Seller's other obligations.
14. PROPRATIONS AND PROPERTY TAXES: Unless otherwise agreed in writing, real
property taxes and assessments, interest, rents, HOA regular dues and
regular assessments, premiums on insurance assumed by Buyer, payments on
bonds and assessments assumed by Buyer, payments on Mello-Roos and other
Special Assessment District bonds and assessments which are now a lien, and
payments on HOA bonds and special assessments which have been imposed prior
to Close Of Escrow, shall be PAID CURRENT and prorated between Buyer and
Seller as of Close Of Escrow, except: ____________________________________.
Prorated payments on Mello-Roos and other Special Assessment District bonds
and assessments and HOA special assessments that are now a lien but not yet
due, shall be assumed by Buyer WITHOUT CREDIT toward the purchase price.
Property will be reassessed upon change of ownership. Any supplemental tax
bills shall be paid as follows: (1) For periods after Close Of Escrow, by
Buyer; and, (2) For periods prior to Close Of Escrow, by Seller. TAX BILLS
ISSUED AFTER CLOSE OF ESCROW SHALL BE HANDLED DIRECTLY BETWEEN BUYER AND
SELLER.
15. SALE OF BUYER'S PROPERTY:
A. This Agreement is NOT contingent upon the sale of Buyer's property,
unless paragraph 15B is checked.
OR B. [ ] (If checked) This Agreement IS CONTINGENT on the Close Of Escrow
of Buyer's property, described as (address) __________________________
("Buyer's Property"), which is (if checked) [ ] listed for sale with
___________________________ Company, and/or (if checked) [ ] in Escrow
No. ________________________________ with _______________________
Escrow Holder, scheduled to Close Escrow on _________ (date). Buyer
shall deliver to Seller, within 5 Days After Seller's request, a copy
of the contract for the sale of Buyer's Property, escrow instructions,
and all amendments and modifications thereto. If Buyer's Property does
not close escrow by the date specified for Close Of Escrow in this
paragraph, then either Seller or Buyer may cancel this Agreement in
writing.
(Check ONLY 1 or 2; do NOT check both.) After Acceptance:
[ ] (1) Seller SHALL have the right to continue to offer the Property
for sale. If Seller accepts another written offer, Seller shall give
Buyer written notice to (a) remove this contingency in writing, (b)
provide written verification of sufficient funds to close escrow on
this sale without the sale of Buyer's Property, and (c) comply with
the following additional requirement(s) ______________________________
_____________________________________________________________________.
If Buyer fails to complete those actions within ____ hours or ____
Days After receipt of such notice, Seller may cancel this Agreement in
writing.
[ ] (2) Seller shall not have the right to continue to offer the
Property for sale, except for back-up offers.
16. TIME PERIODS; INSPECTIONS; SATISFACTION/REMOVAL OF CONTINGENCIES;
DISAPPROVAL/CANCELLATION RIGHTS:
A. TIME PERIODS: This following time periods shall apply, unless changed
by mutual written agreement:
(1) SELLER HAS: 5 (or [X] 10) Days After Acceptance (a) to deliver to
Buyer all reports, disclosures, and information for which Seller
is responsible under paragraphs 4G, 4H, 4M, and 7A; and (b) to
request and 2 Days After receipt to provide to Buyer all reports,
disclosures, and information for which Seller is responsible
under paragraph 7B and 8.
(2) BUYER HAS: (a) 10 (or [X] 60) Days After Acceptance to complete
all Inspections (including, if applicable, Inspections for wood
destroying pests or organisms under paragraph 4M and lead-based
paint and lead hazards under paragraph 12), investigations and
review of reports and other applicable information, with an
additional 7 Days to complete geologic Inspections. WITHIN THIS
TIME, Buyer must either disapprove in writing any items which are
unacceptable to Buyer or remove the contingency associated with
such disapproval right, by the active or passive method, as
specified below; (b) 5 (or _____) Days After receipt of (i) each
of the items in paragraph 16A(1); and (ii) notice of code and
legal violations under paragraph 7C, to either disapprove in
writing any items which are unacceptable to Buyer, or remove the
contingency associated with such disapproved right by the active
or passive method as specified below.
(3) SELLER'S RESPONSE TO BUYER'S DISAPPROVALS: Seller shall have 5
(or [ ] _____) Days After receipt of Buyer's written notice of
items reasonably disapproved to respond in writing. If Seller
refuses or is unable to make repairs to, or correct, any items
reasonably disapproved by Buyer, or if Seller does not respond
within the time period specified, Buyer shall have 5 (or [ ]
_____) Days After receipt of Seller's response, or after the
expiration of the time for Seller to respond, whichever occurs
first, to cancel this Agreement in writing.
B. ACTIVE OR PASSIVE REMOVAL OF BUYER'S CONTINGENCIES:
(1) [X] ACTIVE METHOD (APPLIES IF CHECKED): If Buyer does not give
Seller written notice of items reasonably disapproved, removal of
contingencies, or cancellation, within the time periods
specified, Seller shall have the right to cancel this Agreement
by giving written notice to Buyer.
(2) PASSIVE METHOD (Applies UNLESS Active Method is checked): If
Buyer does not give Seller written notice of items reasonably
disapproved, or of removal of contingencies or cancellation
within the time periods specified, Buyer shall be deemed to have
removed the contingency associated with the disapproval right, or
waived the contingency and the right to take those actions or to
cancel.
C. EFFECT OF CONTINGENCY REMOVAL: If Buyer removes any contingency or
cancellation right by the active or passive method, as applicable,
Buyer shall conclusively be deemed to have: (1) Completed all
Inspections, investigations, and review of reports and other
applicable information and disclosures pertaining to that contingency
or cancellation right; (2) Elected to proceed with the transaction;
and, (3) Assumed all liability, responsibility, and expense for
repairs or corrections pertaining to that contingency or cancellation
right, or for inability to obtain financing if the contingency
pertains to financing, except for items which Seller has agreed in
writing to repair or correct.
Buyer and Seller acknowledge receipt of copy of this page, which constitutes
Page 3 of 6 Pages.
Buyer's Initials (TBS) Seller's Initials (AN)
OFFICE USE ONLY
Reviewed by Broker
or Designee _____________
Date ____________________
American Software Systems (714) 727-0444
RESIDENTIAL PURCHASE AGREEMENT AND RECEIPT FOR DEPOSIT
(RPA-14 PAGE 3 OF 5) REVISED 5/97
- --------------------------------------------------------------------------------
BROKER: Phillips & Harris Land Brokers AGENT: Phillips & Harris (707) 963-3644
Prepared using WINForms(TM) software
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<PAGE>
Property Address: 1877 St. Helena Highway, Rutherford (APN: 027-470-027; 028 &
029) FAP
Date: November 30, 1999
D. CANCELLATION OF SALE/ESCROW; RETURN OF DEPOSITS: If Buyer or Seller
gives written NOTICE OF CANCELLATION pursuant to rights duly exercised
under the terms of this Agreement, Buyer and Seller agree to sign
mutual instructions to cancel the sale and escrow and release deposits,
less fees and costs, to the party entitled to the funds. Fees and costs
may be payable to service providers and vendors for services and
products provided during escrow. Release of funds will require mutual,
signed release instructions from both Buyer and Seller, judicial
decision, or arbitration award. A party may be subject to a civil
penalty of up to $1,000 for refusal to sign such instructions, if no
good faith dispute exists as to who is entitled to the deposited funds
(Civil Code s.s.1057.3).
17. REPAIRS: Repairs under this Agreement shall be completed prior to Close Of
Escrow, unless otherwise agreed in writing. Work to be performed at
Seller's expense may be performed by Seller or through others, provided
that work complies with applicable laws, including governmental permit,
inspection, and approval requirements. Repairs shall be performed in a
skillful manner with materials of quality comparable to existing materials.
It is understood that exact restoration of appearance or cosmetic items
folowing all Repairs may not be possible.
18. WITHHOLDING TAXES: Seller and Buyer agree to execute and deliver any
instrument, affidavit, statement, or insruction reasonably necessary to
comply with state and federal withholding Laws, if required. (For example,
C.A.R. FIRPTA and California compliance Forms AS-14 and AB-11.)
19. KEYS: At the time possession is made available to Buyer, Seller shall
provide keys and/or means to operate all Property locks, mailboxes,
security systems, alarms, and garage door openers. If the Property is a
unit in a conominium or subdivision, Buyer may be required to pay a deposit
to the HOA to obtain keys to accessible HOA facilities.
20. LIQUIDATED DAMAGES: If Buyer fails to complete this purchase by reason of
any default of Buyer, Seller shall retain, as liquidated damages for breach
of contract, the deposit actually paid. However, 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. Buyer and Seller shall also
sign a separate liquidated damages provision for any increased deposit.
(C.A.R. Form RID-11 shall fulfill this requirement.)
Buyer's Initials TBS Seller's Initials AN
21. DISPUTE RESOLUTION:
A. MEDIATION: Buyer and Seller agree to mediate any dispute or claim
arising between them out of this Agreement, or any resulting
transaction, before resorting to arbitration or court action, subject
to paragraphs 21C and D below. Mediation fees, if any, shall be divided
equally among the parties involved. If any party commences an action
based on a dispute or claim to which this paragraph applies, without
first attempting to resolve the matter through mediation, then that
party shall not be entitled to recover attorney's fees, even if they
would otherwise be available to that party in any such action. THIS
MEDIATION PROVISION APPLIES WHETHER OR NOT THE ARBITRATION PROVISION IS
INITIALED.
B. ARBITRATION OF DISPUTES: Buyer and Seller agree that any dispute or
claim in Law or equity arising between them out ot this Agreement or
any resulting transaction, which is not settled through mediation,
shall be decided by neutral, binding arbitration, subject to
paragraphs 21C and D below. The arbitrator shall be a retired judge or
justice, unless the parties mutualy agree to a different arbitrator,
who shall render an award in accordance with substantive California
Law. In all other respects, the arbitration shall be conducted in
accordance with Part III, Title 9 of the California Code of Civil
Procedure. Judgment upon the award of the arbitrator(s) may be entered
in any court having jurisdiction. The parties shall have the right to
discovery in accordance with Code of Civil Prodecure s.s.1283.05.
"NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY
DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE 'ARBITRATION OF
DISPUTES' PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY
CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO
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 APEAL, 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 CALIFORNIA CODE OF CIVIL
PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY."
"WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT
DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE 'ARBITRATION OF
DISPUTES' PROVISION TO NEUTRAL ARBITRATION."
Buyer's Initials TBS Seller's Initials AN
C. EXCLUSIONS FROM MEDIATION AND ARBITRATION: The following matters are
excluded from Mediation and Arbitratin hereunder:
(a) 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 Civil Code s.s.2985; (b) An unlawful
detainer action; (c) The filing or enforcement of a mechanic's lien;
(d) Any matter which is within the jurisdiction of a probate, small
claims or bankruptcy court; and (e) An action for bodily injury or
wrongful death, or for latent or patent defects to which Code of Civil
Procedure s.s.337.1 or s.s 337.15 applies. 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,
shall not constitute a violation of the mediation and arbitration
provisions.
D. BROKERS: Buyer and Seller agree to mediate and arbitrate disputes or
claims involving either or both Brokers, provided either or both
Brokers shall have agreed to such mediation or arbitration, prior to,
or within a reasonable time after the dispute or claim is presented to
Brokers. Any election by either or both Brokers to participate in
mediation or arbitration shall not result in Brokers being deemed
parties to the purchase and sale Agreement.
22. DEFINITIONS: As used in this Agreement:
A. "Acceptance" means the time the offer or final counter offer is
accepted by the other party, in accordance with paragraph 30 of the
Agreement or the terms of the final counter offer.
B. "Agreement" means the terms and conditions of this Residential Purchase
Agreement and any counter offer.
C. "Days" means calendar days, unless otherwise required by Law.
D. "Days After ..." means the specified number of calendar days after the
occurrence of the event specified, not counting the calendar date on
which the specified event occurs.
E. "Close of Escrow" means the date the grant deed, or other evidence of
transfer of title, is recorded.
F. "Law" means any law, code, statute, ordinance, regulation, or rule,
which is adopted by a controlling city, county, state or federal
legislative or judicial body or agency.
G. "Repairs" means any repairs, alteratons, replacements, or
modifications, (including pest control work) of the Property.
H. "Pest Control Certification" means a written statement made by a
registered structural pest control company that on the date of
inspection or re-inspection, the Property is "free" or is "now free" of
"evidence of active infestation in the visible and accessible areas."
I. Singular and Plural terms each include the other, when appropriate.
23. MULTIPLE LISTING SERVICE ("MLS"): Brokers are authorized to report the terms
of this transaction to any MLS, to be published and disseminated to persons
authorized to use the information on terms approved by the MLS.
Buyer and Seller acknowledge receipt of copy of this page, which constitutes
Page 4 of 6 Pages.
Buyer's Initials (TBS) Seller's Initials (AN)
OFFICE USE ONLY
Reviewed by Broker
or Designee _____________
Date ____________________
American Software Systems (714) 727-0444
RESIDENTIAL PURCHASE AGREEMENT AND RECEIPT FOR DEPOSIT
(RPA-14 PAGE 4 OF 5) REVISED 5/97
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BROKER: Phillips & Harris Land Brokers AGENT: Phillips & Harris (707) 963-3644
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<PAGE>
Property Address: 1877 St. Helena Highway, Rutherford (APN: 027-470-027;028 &
029) FAP
Date: November 30, 1999
24. EQUAL HOUSING OPPORTUNITY: The Property is sold in compliance with federal,
state, and local anti-discrimination Laws.
25. ATTORNEY'S FEES: In any action, proceeding, or arbitration between Buyer
and Seller arising out of this Agreement, the prevailing Buyer or Seller
shall be entitled to reasonable attorney's fees and costs from the
non-prevailing Buyer or Seller, except as provided in paragraph 21A.
26. SELECTION OF SERVICE PROVIDERS: If Brokers give Buyer or Seller referrals
to persons, vendors, or service or product providers ("Providers"), Brokers
do not guarantee the performance of any of those Providers. Buyer and
Seller may select ANY Providers of their own choosing.
27. TIME OF ESSENCE; ENTIRE CONTRACT; CHANGES: Time is of the essence. All
understandings between the parties are incorporated in this Agreement. Its
terms are intended by the parties as a final, complete, and exclusive
expression of their agreement with respect to its subject matter, and may
not be contradicted by evidence of any prior agreement or contemporaneous
oral agreement. This Agreement may not be extended, amended, modified,
altered, or changed, except in writing signed by Buyer and Seller.
28. OTHER TERMS AND CONDITIONS, including ATTACHED SUPPLEMENTS:
[ ] Buyer Inspection Advisory (C.A.R. Form BIA-14)
[ ] Purchase Agreement Addendum (C.A.R. Form PAA-14, paragraph_________)
See Contract Addendum #1.
29. AGENCY CONFIRMATION: The following agency relationships are hereby
confirmed for this transaction:
Listing Agent: Phillips & Harris Land Brokers (Print Firm Name) is the
agent of (check one):
[ ] the Seller exclusively; or [X] both the Buyer and Seller.
Selling Agent: ___________________ (Print Firm Name) (if not same as
Listing Agent) is the agent of (check one):
[ ] the Buyer exclusively; or [ ] the Seller exclusively; or [ ] both the
Buyer and Seller.
Real Estate Brokers are not parties to the Agreement between Buyer and
Seller.
30. OFFER: This is an offer to purchase the Property on the above terms and
conditions. All paragraphs with spaces for initials by Buyer and Seller are
incorporated in this Agreement only if initialed by all parties. If at least
one but not all parties initial, a counter offer is required until agreement
is reached. Unless Acceptance of Offer is signed by Seller, and a signed
copy delivered in person, by mail, or facsimile, and personally received by
Buyer, or by Phillips & Harris (707) 963-3644, who is authorized to receive
it, by December 1, 1999 (date), at 5:00 PM, the offer shall be deemed
revoked and the deposit shall be returned. Buyer has read and acknowledges
receipt of a copy of the offer and agrees to the above confirmation of
agency relationships. 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
photocopy or facsimile, may be signed in two or more counterparts, all of
which shall constitute one and the same writing.
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Buyer and Seller acknowledge and agree that Brokers: (a) Do not decide what
price Buyer should pay or Seller should accept; (b) Do not guarantee the
condition of the Property; (c) Shall not be responsible for defects that are not
known to Broker(s) and are not visually observable in reasonably accessible
areas of the Property; (d) Do not guarantee the performance or Repairs of others
who have provided services or products to Buyer or Seller; (e) Cannot identify
Property boundary lines; (f) Cannot verify inspection reports or representations
of others; (g) Cannot provide legal or tax advice; (h) Will not provide other
advice or information that exceeds the knowledge, education and experience
required to obtain a real estate license. Buyer and Seller agree that they will
seek legal, tax, insurance, and other desired assistance from appropriate
professionals.
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BUYER /s/ Thomas B. Selfridge BUYER __________________________
31. BROKER COMPENSATION: Seller agrees to pay compensation for services as
follows:
Per Listing Agreement, to Phillips & Harris Land Brokers, Broker, and
_____________________, to ______________________________, Broker, payable: (a)
On recordation of the deed or other eividence of title; or (b) If completion of
sale if prevented by default of Seller, upon Seller's default; or (c) If
completion of sale is prevented by default of Buyer, only if and when Seller
collects damages from Buyer, by suit or otherwise, and then in an amount equal
to one-half of the damages recovered, but not to exceed the above compensation,
after first deducting title and escrow expenses and the expenses of collection,
if any. Seller hereby irrevocably assigns to Brokers such compensation from
Seller's proceeds, and irrevocably instructs Excrow Holder to disburse those
funds to Brokers at close of escrow. Commission instructions can be amended or
revoked only with the consent of Brokers. In any action, proceeding or
arbitration relating to the payment of such compensation, the prevailing party
shall be entitled to reasonable attorney's fees and costs, except as provided in
paragraph 21A.
32. ACCEPTANCE OF OFFER: Seller warrants that Seller is the owner of this
Property or has the authority to execute this Agreement. Seller accepts the
above offer, agrees to sell the property on the above terms and conditions,
and agrees to the above confirmation of agency relationships. Seller has
read and acknowledges receipt of a copy of this Agreement, and authorizes
Broker to deliver a signed copy to Buyer.
If checked: [X] SUBJECT TO ATTACHED COUNTER OFFER, DATED 12/3/99.
SELLER Ann M. Nordby for Rock River Trust Company, Trustee. Date 12/3/99
SELLER ________________________________________________________ Date _______
(___/___) (Initials) ACKNOWLEDGMENT OF RECEIPT: Buyer or authorized agent
acknowledges receipt of signed Acceptance on (date) _________, at ____AM/PM.
Agency relationships are confirmed as above. Real Estate Brokers are not
parties to the Agreement between Buyer and Seller. Receipt for deposit is
acknowledged.
Real Estate Broker (Selling Firm Name) Phillips & Harris Land Brokers By
_____________ Date November 30, 1999
Address 1224 Adams Street, St. Helena, CA 94574-____. Telephone (707) 963-3644
Fax (707) 963-4471.
Agency relationships are confirmed as above. Real Estate Brokers are not parties
to the Agreement between Buyer and Seller.
Real Estate Broker (Listing Firm Name) Phillips & Harris Land Brokers By
_____________ Date ______
Address 1224 Adams Street, St. Helena, CA 94574-____. Telephone (707) 963-3644
Fax (707) 963-4471.
This form is available for use by the entire real estate industry. It is not
intended to identify the user as a REALTOR(R). REALTOR(R) is a registered
collective membership mark which may be used only by members of the NATIONAL
ASSOCIATION OF REALTORS(R) who subscribe to its Code of Ethics.
OFFICE USE ONLY
Reviewed by Broker
or Designee _____________
Date ____________________
American Software Systems (714) 727-0444
RESIDENTIAL PURCHASE AGREEMENT AND RECEIPT FOR DEPOSIT
(RPA-14 PAGE 5 OF 5) REVISED 5/97
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BROKER: Phillips & Harris Land Brokers AGENT: Phillips & Harris (707) 963-3644
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[LOGO] CALIFORNIA COUNTER OFFER NO. 1
ASSOCIATION (For use by Seller or Buyer. May be used
OF REALTORS(R) for Multiple Counter Offer.)
THIS IS INTENDED TO BE A LEGALLY BINDING AGREEMENT -- READ IT CAREFULLY.
CALIFORNIA ASSOCIATION OF REALTORS(R) (C.A.R.) STANDARD FORM
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BROKER: Phillips & Harris Land Brokers AGENT: Phillips & Harris (707) 963-3644
Prepared using WINForms(TM) software
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This is a counter offer to the [X] Offer, [ ] Counter Offer, [ ] Other ________,
dated December 03, 1999, regarding (property address): 1877 St. Helena Highway,
Rutherford (APN: 027-470-027; 028 & 028) between Chalone Wine Group, "Buyer,"
and William A. Hewitt Trust, "Seller."
1. TERMS: The terms and conditions of the above referenced document are
accepted subject to the following:
A. Paragraphs in the purchase contract (offer) which require initials by
all parties, but are not initialized by all parties, are excluded from
the final agreement unless specifically referenced for inclusion in
paragraph 1C of this or another Counter Offer.
B. Unless otherwise specified in writing, down payment and loan amount(s)
will be adjusted in the same proportion as in the original offer.
C. Price shall be $14,500,000.
Page 1 #2. Escrow closing within 60 days of acceptance.
Page 3 #16. Buyer shall have 50 days for inspections.
Page 3 #10. Three (3) dining room light fixtures excluded.
Contract Addendum #1:
#2 Escrow - Escrow shall close within 10 days after written removal of
contingencies.
#16A.2 Time Periods: Buyer shall have 50 days from acceptance to
investigate all aspects of the subject property at Buyer's expense.
Buyer shall approve of property's suitability for Buyer's needs at
Buyer's sole and absolute discretion and remove all contingencies in
writing within 50 days of acceptance or this contact shall become null
& void and Buyer's deposit returned. Buyer shall have access to
vineyard for necessary tests including but not limited to investigation
of soils.
Other Terms & Conditions:
#1. This offer is contingent upon Chalone Wine Group, Inc. (Buyer)
securing a contract to puchase 1865 St. Helena Highway within 10 days
of acceptance of this offer and this contingency removed in writing or
this contact shall become null and void and Chalone Wine Group, Inc.'s
deposit returned.
#2. If new agreement is not reached with Beaulieu Vineyards, Buyer
agrees to sign the assignment as called for in the grape contract with
BV Winery.
New Condition:
Buyer and Seller agree to keep price, terms and conditions of sale
confidential until close of escrow. Buyer shall have the right to
inform their Board of Directors and other legal and professional
advisors.
D. The following attached supplements are incorporated in this Counter
Offer:
[ ] ----------------------- [ ] -----------------------------
[ ] ----------------------- [ ] -----------------------------
2. [ ] (If Checked:) MULTIPLE COUNTER OFFER: Seller is making a Counter
Offer(s) to another prospective buyer(s) on terms which may or may not be
the same as in this Counter Offer. Acceptance of this Counter Offer by
Buyer shall not be binding unless and until it is subsequently re-signed by
Seller in paragraph 7 below and returned to Buyer or Buyer's agent. Prior
to the completion of all of these events, Buyer and Seller shall have no
duties or obligations for the purchase or sale of the Property.
3. RIGHT TO ACCEPT OTHER OFFERS: Seller reserves the right to continue to
offer the Property for sale or for other transaction, and to accept any
other offer at any time prior to communication of acceptance, as described
in paragraph 4. Seller's acceptance of another offer prior to Buyer's
acceptance and communication of acceptance of this Counter Offer shall
revoke this Counter Offer.
4. EXPIRATION: Unless acceptance of this Counter Offer is signed by the person
receiving it, and communication of acceptance is made by delivering a
signed copy in person, by mail, or by facsimile which is personally
received, to the person making this Counter Offer or to Phillips & Harris
(707) 963-3644, by 5:00 PM on the third calendar day after this Counter
Offer is written (or, if checked, [X] date: December 07, 1999, time 5:00
PM), this Couner Offer shall be deemed revoked and the deposit shall be
returned to Buyer. This Counter Offer may be executed in counterparts.
As the person(s) making this Counter Offer on the terms above, receipt of a
copy is acknowledged.
/s/ Ann M. Nordby for Rock River Date: 12/3/99 Time: 12:06 PM
Trust Company, Trustee
_____________________________________ Date: ____________ Time: ____AM/PM
5. ACCEPTANCE: I/WE accept the above Counter Offer (if checked: [ ] SUBJECT TO
THE ATTACHED COUNTER OFFER) and acknowledge receipt of a copy.
/s/ Thomas B. Selfridge Date: Dec 3, 1999 Time: 11:30 PM
_____________________________________ Date: ____________ Time: ____AM/PM
6. ACKNOWLEDGEMENT OF RECEIPT: Receipt of signed acceptance on (date)
____________, at _____ AM/PM, by the maker of the Counter Offer, or other
person designated in paragraph 4, is acknowledged. (____/____) (initials)
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7. MULTIPLE COUNTER OFFER SIGNATURE LINE: (Paragraph 7 applies only if
paragraph 2 is checked.) By signing below, Seller accepts this Multiple
Counter Offer, and creates a brinding contract. (NOTE TO SELLER: Do NOT
sign in this paragraph until after Buyer signs the acceptance in paragraph
5, and returns to Seller for re-signing.)
_____________________________________ Date: ____________ Time: ____AM/PM
_____________________________________ Date: ____________ Time: ____AM/PM
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THIS STANDARDIZED DOCUMENT HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF
REALTORS(R) (C.A.R.) IN FORM ONLY. NO REPRESENTATION IS MADE AS TO THE APPROVAL
OF THE FORM OF ANY SUPPLEMENTS NOT CURRENTLY PUBLISHED BY C.A.R. OR THE LEGAL
VALIDITY OR ADEQUACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. IT SHOULD NOT
BE USED WITH EXTENSIVE RIDERS OR ADDITIONS.
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 available for use by the entire real estate industry. The use of
this form is not intended to identify the user as a REALTOR(R). REALTOR(R) is a
registered collective membership mark which may be used only by members of the
NATIONAL ASSOCIATION OF REALTORS(R) who subscribe to its Code of Ethics.
The copyright laws of the United States (17 U.S. Code) forbid the unauthorized
reproduction of this form by any means, including facsimile or computerized
formats.
Copyright(C) 1991-1996 CALIFORNIA ASSOCIATION OF REALTORS(R)
REBS INC
Published and distributed by:
REAL ESTATE BUSINESS SERVICES, INC.
a subsidiary of the CALIFORNIA ASSOCIATION OF REALTORS(R)
525 South Virgil Avenue, Los Angeles, California 90020
____________OFFICE USE ONLY______________
Reviewed by Broker or Designee _______
Date ________________
-----------------------------------------
LOGO
EQUAL HOUSING
OPPORTUNITY
American Software Systems (714) 727-0444
COUNTER OFFER (CO-14) REVISED 9/95
<PAGE>
ADDENDUM TO REAL ESTATE PURCHASE CONTRACT
The date for acceptance of the Real Estate Purchase Contract dated November 30,
1999 for the purchase of the property at 1877 St. Helena Highway wherein the
Chalone Wine Group is the Buyer and the Hewitt Trust is the Seller is hereby
extended from December 1, 1999 at five P.M. ti December 7, 1999 at noon.
All other terms and conditions remain the same.
Buyer: Dated:
Thomas B. Selfridge 12-1-99
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