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HomeMy WebLinkAboutBrockway Road Parcel AMERKA00 September 27, 2002 Sent Via Hand Delivery Truckee Donner Public Utility District P.O. Box 309 Truckee, CA 96160 Attention: Joe Aguera, Director Ron Hemig,Director Jim Maass,Director Pat Sutton, Director Nelson Van Gunde,Director Re: Brockway Road Parcel—45 acres Dear Ladies and Gentlemen: I am writing to each of you in connection with our Offer to Purchase the referenced parcel,which is enclosed herein, along with our intention to develop it as a mixed-use, apartment and single family home community. We are aware that this parcel is one of the last undeveloped parcels of multifamily land in the Town of Truckee. We are also advised by the Town that some component will need to be "affordable"housing. In that regard, we are cognizant of the level of attention, detail and stewardship the successful development of the land will require. We believe we are the most qualified purchaser of the property for several reasons. We have an excellent relationship with all of the organizations, especially the Town, and the individuals who have jurisdiction over the subject parcel. First, we have an excellent working relationship with the Town of Truckee,the Planning Commission and the Lahontan Regional Water Quality Control Board. At Sierra Village, our first property in the Town of Truckee,we successfully developed 72 units of affordable and mixed income apartments. A copy of the Town of Truckee's Proclamation delivered to us by Mayor Ron Florian and Tony Lashbrook is attached hereto. This property required various town land use concessions, as well as a financing package, which we processed in record time. Today the project is 100% occupied with await list and receives continuing accolades. Likewise, we entitled the Palisades at Truckee Townhomes parcel, which is contiguous to the subject parcel, CMyD .um tWz4MrNUD t.ctter_B.kwayVir._092502.d0c Northern California Principal Offices 250 North Harbor Drive,Suite 319 10109 Martis Valley Road Redondo Beach,CA 90277 Suite 2 phone: (310)798-5656 Building America's Communities- Truckee,CA 96181 fax: (310)798-0274 phone: (530)582-7437 toll free: (888)314-7901 WWvr.americancommunb es.net fax: (530)582-7438 and runs along Palisades Drive. This 4 acre parcel is entitled for 34 townhome units and will provide access to the subject parcel from Palisades Drive. We are uniquely qualified to acquire and entitle the proposed development on the P.U.D. Parcel. Our professionals are an exceptional team: They are prepared to act immediately. Secondly, we have a highly qualified team of professionals ready to immediately assist us. Attached is a letter from our biologist, LSA Biological. They have a field representative in Truckee who is prepared to do the required biological required reconnaissance. Susan Linstrom is also prepared to do the archaeological survey. We also have KB Foster Engineering reviewing the ingress egress issues at this time and they are prepared to review the survey being prepared and do all civil engineering for the proposed development. Each of these professionals must have access to the parcel immediately to conduct their preliminary reviews prior to snowfall. We are a fully integrated well capitalized Buyer prepared to pay the List Price—All Cash. Finally, we have both the experience and financial wherewithal to purchase the property. Enclosed are portions of our booklet for a similar acquisition in San Juan Capistrano. The parcel was approximately 30 acres and contemplates a similar"mixed" land use; apartments and single family homes. Our partner is Lyon Realty Advisors. They are publicly traded with the assets of Lyon Homes exceeding $500 million. Please review the package submitted herewith for the depth of our experience and the high quality of our development team. We have made a full price offer. The contract calls for an all cash closing and most importantly, the offer contains no conditions or contingencies other than the Town approvals. We look forward to the acceptance of our offer and to working with you on providing badly needed affordable multifamily and"For Sale"product on the subject parcel. Thank you for your consideration. Sincerely, Mark Walther cc: Matt Walther Ann Nguyen w/Century 21 Don Casler w/Century 21 GMyDo..mrn WaNh TUD Utta_B.k.,Vw._0925 2d c Town o.f Truckee PROCLAMATION Truckee, California Whereas, since Truckee incorporated in 1993, the Town has prioritized the need for affordable housing as a number one issue that this community needs to address, and Whereas, over the last eight years, the rapidly rising cost of housing in the region continues to make it even more difficult for working families and individuals to live in the community where they make their living, and Whereas, the State of California annually makes limited HOME funds available to cities and counties as well as tax credits available for developers to assist local communities partner with private sector developers to create affordable housing, and Whereas, two years ago representatives from American Communities approached the Town to propose such a partnership that could bring much needed affordable housing to Truckee, and Whereas, the Truckee Town Council agreed to sponsor an application to the State of California for S1,000,000 to help make this project possible, and Whereas, the Sierra Village Apartment Homes on Mattis Valley Road is now complete because of that combined effort, providing 72 much needed housing units to this area. Now therefore, 1, Don McCormack, Mayor of the Town of Truckee, do hereby proclaim the Town's sincere appreciation to American Communities for the completion of the Sierra Village Apartment Home project and wish them the best of continued success in making this project an asset to the overall Truckee community. Signed this 151h day of September 2001, Don McCormack, Mayor I ' ATTEST: ��Part Osborne, ('-MC,Town Clerk Sent By: LSA Associates Inc; 9166304603; Sep-24-02 8:41AM; Page 212 y B.BA AN9<I r:tAiF'A wl:f'. SZRKC pFFtf 9' vt. RICHM S `}f111 dyUti i(,[:K,.en a : SVt"fC t1A 910.6104600 TE6 BLBZCLZY PT. YiCft MONO v0<:Ka-t V, VALITOBHIA 91077 416.61U146(13I-X IBYINt vaC.�tVe k1L �U 0 R A N D U M J.1IC: September 24,2002 T(t. Mark Walther SMrTM. .tern tlTay SAP r 45-Acre Pill)Parcel Along I lig ltway 267 in'I'ruckec I just wanicil to rollow, up with you rcl wiling ourphtric conversation yesterday about the 45-acre pTTT!parcel you are currently working on in Truckee. As we discussed, LSA could provide a preliminary constraints evaluation this fall provided we get onto the silo bcforc snow,is on the ground However,a complete delini:aiiun or weilandJwaters anti lircussed plant surveys(if necessary)would likely have to wait until spring/summer,after which we could provide a complete constraints analysis. Ph:asc now that the delineation will be considered preliminary until vct-inest by the Corps. I look forward to working with you on this project. Please call me if you have any questitnas.916- 630-4600. vl;.mti'li ia`1H Six YFAi:dtv+irtzv.+11't la i!mrWx as-vcm`dMlnwan_mer»n.avryt) FL!INyt Nf 1 BMVrP ffNY4NTA1. L„IF NI:[M1 1 1•Z9i44 At. ake ont es October 2, 2002 t Truckee Donner PUD Re: Letter of Intent to Purchase APN 19 450 61 This letter of intent outlines the basic terms under which Lakemont Homes Nevada, Inc. and/or Lakemont Homes California,Inc. or assignee ("Buyer") intend to acquire APN 19 450 61 in the City of Truckee and to deliver to Seller a Contract to purchase within fourteen (14) days of signing by Seller of this Letter of Intent to purchase property as follows: 1. Purchase Price The total purchase price will be $3,875,000 for the entire parcel ("the Purchase Price") to be paid in cash. 2. Earnest Money Buyer shall deposit $50,000.00 of earnest money with First American Title Company upon acceptance of a Contract to purchase said property. The Earnest Money shall be credited to the Purchase Price at closing and will be refundable if Buyer decides not to proceed with the transaction after completion of the due-diligence process, or if any conditions precedent to closing are not satisfied. 3. Closing Consummation of the proposed transaction ("Closing") shall take place on the date which is after the approval of the Tentative Map and after all time has elapsed from the environmental appeals process and satisfaction of all conditions precedent to Closing. Buyer shall have the right to extend Closing for a period not to exceed sixty (60) days provided Buyer has diligently proceeded with the entitlement process. 4. Due Diligence The Agreement shall call for Seller to provide Buyer with the following, to the extent in Seller's possession, concerning the Property; copies of the latest property tax bills, appraisals and economic studies, copies of any environmental reports concerning the 690 E. Plumb Lane, Suite 204 - Reno, Nevada 89502-3597 (775) 524-3690 ^ Fax 1775r 824-3095 ake o f es Property in Seller's possession; copies of all plans, permits, maps, approvals,topographic surveys in Seller's possession, subdivision reports, covenants, conditions and restrictions regarding the Property in Seller's or Seller's vendor's possession; copies of any soils and engineering reports on the property in Seller's possession, copies of governmental zoning letters, as well as any other materials to be specified in the Agreement. Upon receipt from Seller of the materials described above, Buyer shall commence its due-diligence process. During the due-diligence period, Seller shall provide Buyer's representative with reasonable access to the Property. The agreement shall provide that Buyer will complete its entire due-diligence process, including its review of the materials to be provided by Seller, its review of the Property's environmental condition, and its review of the title commitment and survey, appraisals, economic and market studies and that buyer shall either proceed with purchase of the Property or terminate the Agreement within Thirty (120) days of receipt of the materials referenced above. Until expiration of this period, the Earnest Money shall be fully refundable. 5. Closing Conditions The Agreement shall provide that Closing is contingent upon the following: (a) Conveyance of title to the Property shall be Grant Bargain and Sale Deed in the condition approved by Buyer as part of its due-diligence process. Title shall be insured by an owner's policy of title insurance, including extended coverage, paid by Seller from title company selected by Buyer as reasonably acceptable to Buyer and Buyer's lenders in the amount of the purchase price of the Property. All other closing costs to be shared 50/50. (b) Prior to expiration of the due-diligence period, Buyer having satisfied itself that utilities, including water, sewer, natural gas, electric and cable are either accessible at the Property or are available to serve the Property and the contemplated project on the Property has adequate capacities. (c) Prior to the Closing Date, Buyer having satisfied itself that there are not unusual conditions or restrictions, which would prohibit the construction of the contemplated project on the Property. 690 L. Pfurab Lurie, Suite 204 • Reno, Nevada 59502-3597 (77�l824-300 . Fax(775) 824-369' ake ont es (d) Prior to the Closing Date, Buyer with Seller cooperation to obtain all governmental permits and zone changes needed to commence constriction of the contemplated project on the Property. In the event any of the above conditions to Closing is either not satisfied or waived by Buyer on or before Closing Date, the Agreement shall terminate, and the Earnest Money shall be refunded to Buyer in full. 6. Brokerage Commissions Lakemont Homes to pay Broker Commissions to Terra Property Consultants under a separate arrangement. Any other Broker Commissions to be paid by Seller. 7. Representatives and Warranties/Assignments The Agreement shall include typical and reasonable representations and warranties with respect to the authority and good standing of the parties, authorization to do business, absence of mechanics liens, outstanding litigation, and the environmental condition of the Property. 8. Removal From Market Upon execution of this letter, Seller shall remove the Property from the market and cease all discussions with other prospective Buyers, and shall not solicit nor accept any offers or leases, whether or not binding, regarding the property during the due-diligence period and thereafter until closing. 9. Confidentiality The parties shall maintain the confidentiality of the terms of the transaction and the contents of this letter and transaction documents, except that Buyer may disclose material terms which are required to be disclosed by applicable laws. 690 E PlUmb Lane, Sun'e 204 a Reno, Nevada 89592-3597 (775 824-<0910' , Faxr775) 824-3695 aka cent ® es IN THE WITNESS OF, the parties have executed this Agreement on the first date written above. SELLER: Authorized Agent Truckee Donner PUD BUYER a Jason Dietz©— Land Development& Acquisition Manager Lakemont Homes Nevada, Inc. 690 E. Plumb Lane, SuaFe 204 • Retio, Nevada 89502-3597 (775 824-3690 a Fax(77 5 824-3 S95 c�A L I F O RN I A VACANT LAND PURCHASE AGREEMENT 4h ASSOCIATION AND JOINT ESCROW INSTRUCTIONS Ak OF aEALTOxs�o (AND RECEIPT FOR DEPOSIT) (C.A.R.Form VLPA-11,Revised 4101) Date September 17 2002 at Truckee ,California. 1. OFFER A. THIS IS AN OFFER FROM Thomas Grossman or Nominee ("Buyer"). B. THE REAL PROPERTY TO BE ACQUIRED is described as ]sr0ckPay Road 19-450-61 Assessor's Parcel No(s). situated in Truckee County of Nevada California,("Property"), C. THE PURCHASE PRICE offered is Four Miilion Dollars$ 4,000,000.00 D. CLOSE OF ESCROW shall occur 180 Days After Acceptance(or❑ on (date)). 2. FINANCING: Obtaining the loans below is a contingency of this Agreement unless: (i) either 2D or 21 is checked below or(it) otherwise agreed. 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 HAS GIVEN A DEPOSIT TO THE AGENT SUBMITTING THE OFFER . . . . . .. . . . . . . . . .. . .. . .. .. . . . . .. $ 100,000.00 (or to❑ ),made payable to by Personal Check,or ❑ ,which 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❑ Buyer represents that funds will be good when deposited with Escrow Holder. B. INCREASED DEPOSIT shall be deposited by Buyer with Escrow Holder within 45 Days After Acceptance. . . . .. $ 100,000.00 or❑ C. FIRST LOAN IN THE AMOUNT OF . .. .. . . .. . . . . .. .. . .. ... .. . . . . . . .. . . . . . . . . _ . . ... . . . . . . . . . . . .. . . . . $ 3,000,000.00 ❑ NEW First Deed of Trust in favor of ❑x LENDER, ❑ SELLER; OR❑ ASSUMPTION of Existing First Deed of Trust; encumbering the Property, securing a note payable due ❑x monthly, ❑quarterly, []semi-annually, ❑ annually at maximum interest of 7.500 %fixed rate,or %initial adjustable rate with a maximum lifetime interest rate cap of %, balance due in 2 years,amortized over years(or ❑ (if checked)payable in interest-only installments).Buyer shall pay loan fees/points not to exceed 2 D. ❑ ALL CASH OFFER:(If checked) No loan is needed to purchase the Property. 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(i)time to provide verification expires, if Buyer fails to provide verification or (it) receipt of verification, if Seller reasonably disapproves it. E. ADDITIONAL FINANCING TERMS: $ F. BALANCE is and other closing costs)to be deposited with$ 800 000.00 Escrow Hot `ELSE• G. TOTAL PUS . .. . . . . . . . .. .. .. .. . .. .. . . . . . . . . . $ 4,000,000.00 H. "LOAN CON are funded or assumption of existing financing is approved(or❑ Days after 'lotice of Buyer's election to cancel this Agreement if Buyer is unable to obtain the c .the contingency of obtaining the designated loans shall be removed by the method I. ❑ NO LO, '.graphs 2C,2E,or elsewhere in this Agreement is NOT a contingency of this Agreen ';uyer does not purchase the Property, Seller may be entitled to Buyer's deposit or o The copyright laws c lar and Seller acknowledge receipt of a copy of this page. unauthorized reprodur - - ,-, r-------,-, Buyer's Initials( .',✓` )( ) machine or any other means, including facsimile or computerized formats. 121 Copyright 91996-2001, CALIFORNIA ASSOCIATION OF REALTORS©, Sellers Initials{ )( ) ,.uALVUSINc INC.ALL RIGHTS RESERVED. OPPORTUNITY Vl I (PAGE 1 OF 9) Reviewed by Broker or Designee Date VACANT LAND PURCHASE AGREEMENT(VLPA-11 PAGE 1 OF 9) Century 21 Don Caster Realty It 500 Donner Pass Rd Truckee CA 96161 Phone:(530)5877444 Fax: (i30)5878064 Ann Nguyen T101915azrx 4 Property: BrocJp ay Road , Truckee, CA 96161 Date: September 17, 2002 J. LOAN APPLICATIONS; PREQUALIFICATION:Within 5(or r9 =, ) Days After Acceptance, Buyer shall provide Seller a letter from lender or mortgage loan broker stating that, based on a review of Buyers written application and credit report, Buyer is prequalified for the NEW loan indicated above. Seller may,within 5(or❑ ) Days After the time to provide the prequalification letter expires, cancel this Agreement in writing if Buyer fails to provide the letter. K. ❑ APPRAISAL CONTINGENCY: (If checked) This Agreement is contingent upon Property appraising at no less than the specified total purchase price. If there is a loan contingency, the appraisal contingency shall remain in effect until the loan contingency is removed. If there is no loan contingency,the appraisal contingency shall be removed within 10(or❑ _ )Days After Acceptance. L. SELLER FINANCING:The following terms(or ❑ (if checked) the terms specified in the attached Seller Financing Addendum (C.A.R. Form SFA-11))apply ONLY to financing extended by Seller under this Agreement. (1) BUYER CREDIT-WORTHINESS:Within 5(or❑ _ )Days After Acceptance:(i)Buyer authorizes Seller and/or Brokers to obtain,at Buyer's expense, a copy of Buyers credit report; and (11) Buyer shall provide any supporting documentation reasonably requested by Seller. Seller may cancel this Agreement in writing,within 5(or ❑ _ )Days After(1)the time to provide the documents, if Buyer fails to provide them or(ii)receipt of those documents if Seller reasonably disapproves of any of the documents. (2) TERMS: Buyer's promissory note, deed of trust and other documents as appropriate shall incorporate and implement the following additional terms: (1)the maximum interest rate specified in paragraph 2C shall be the actual fixed interest rate for Seller financing; (ii) deed of trust shall contain a REQUEST FOR NOTICE OF DEFAULT on senior loans; (III) Buyer shall sign and pay for a REQUEST FOR NOTICE OF DELINQUENCY prior to close of escrow and at any future time if requested by Seller; (iv) note and deed of trust shall contain an acceleration clause making the loan due,when permitted by law and at Seller's option, upon the sale or transfer of the Property or any interest in it,(v)note shall contain a late charge of 6%of the installment due(or[] )if the installment is not received within 10 days of the date due; (vi)title insurance coverage in the form of a joint protection policy shall be provided insuring Sellers deed of trust interest in the Property(any increased cost over owners policy shall be paid by Buyer);and(vii)Tax Service shall be obtained and paid for by Buyer to notify Seller if property taxes have not been paid. (3) ASSIGNMENT; I.D. NUMBERS:The addition, deletion or substitution of any person or entity under this Agreement,or to title, prior to Close Of Escrow, shall require Seller's prior written consent. Seller may grant or withhold consent at Seller's sole discretion. Any additional or substituted person or entity shall, if requested by Seller, submit to Seller the same documentation as required for the original Buyer. Seller and/or Broker may obtain a credit report, at Buyer's expense, on substituted person or entity. Buyer and Seller shall each provide to the other, through escrow,their Social Security Numbers or Taxpayer Identification Numbers, M. ASSUMED FINANCING: Seller shall provide Buyer copies of all applicable notes and deeds of trust, loan balances and current interest rates ("Loan Information").Seller represents that Seller is not delinquent on any payments to the existing loans.Seller shall,within 5(or ❑ _ ) Days After Acceptance, request the Loan Information from Lender, and shall provide it to Buyer within 2 Days After receipt. Buyer shall,within 5(or ❑ ) Days After receipt, review the Loan Information and provide notice to Seller as required by paragraph 15. Differences between estimated and actual loan balances shall be adjusted at close of escrow by cash down payment. Impound accounts, if any, shall be assigned and charged to Buyer and credited to Seller. Seller is advised that Buyers assumption of an existing loan may not release Seller from liability on that loan. 3. POSSESSION AND KEYS: Seller shall deliver possession and occupancy of the Property to Buyer QQ on the date of Close Of Escrow at 11 ® AM ❑ PM,or[] no later than Days After Close Of Escrow at ❑ AM ❑ PM,or❑ Property shall be unoccupied, unless otherwise agreed in writing.Seller shall provide keys and/or means to operate all Property locks. 4. ALLOCATION OF COSTS: (If checked) If any of the Inspections or reports in 4A, B,C, D, E, or L are checked,then with regard to that item, Buyer shall have approval,contingency removal and cancellation rights, and obligations as specified in paragraph 15. INSPECTIONS AND REPORTS: A. ❑ Buyer ❑ Seller shall pay to have existing septic or private sewage disposal system,if any,inspected. B. ❑x Buyer ❑ Seller shall pay for costs of testing to determine the suitability of soil for sewage disposal. C. ❑ Buyer ❑ Seller shall pay to have existing wells,if any,tested for water potability and productivity. D. ❑ Buyer ❑x Seller shall pay to have Property corners identified. E. ❑ Buyer Seller shall pay for a natural hazard zone disclosure report prepared by ESCROW,TITLE AND OTHER COSTS F. ❑x Buyer ❑x Seller shall pay escrow fee. half to each Escrow Holder shall be Placer Title Co. G. ❑x Buyer ❑x Seller shall pay for owner's title insurance policy specified in paragraph 11. Owner's title policy to be issued by Placer Ti t1e co. (Buyer shall pay for any title insurance policy insuring Buyers Lender, unless otherwise agreed.) H. ❑ Buyer ❑x Seller shall pay County transfer tax or transfer fee. I. ❑ Buyer ❑ Seller shall pay City transfer tax or transfer fee. J. ❑ Buyer ❑ Seller shall pay Owner Association("OX)transfer fees. K. ❑ Buyer ❑ Seller shall pay Owner Association("OA")document preparation fees. L. ❑ Buyer ❑ Seller shall pay The copyright laws of the United States (Title 17 U.S. Code) forbid the Buyer and Seller acknowled e receipt of a copy of this page. unauthorized reproduction of this form,or any portion thereof, by photocopy Buyer's Initials( )( ) machine or any other means, including facsimile or computerized formats. Copyright 01996-2001, CALIFORNIA ASSOCIATION OF REALTORSO, Seller's Initials INC.ALL RIGHTS RESERVED. OPPORTUNITY _ VLPA-11 (PAGE 2 OF 9) Reviewed by Broker or Designee Date VACANT LAND PURCHASE AGREEMENT(VLPA-11 PAGE 2 OF 9) TSO13'59 ZF% Property: Brockway Road , Truckee, CA 96161 Date: September 17 2002 5. A. ITEMS INCLUDED IN SALE: All EXISTING fixtures and improvements that are attached to the Property are INCLUDED IN THE PURCHASE PRICE(unless excluded in paragraph 5C below)and shall be transferred free of liens and without Seller warranty. B. ADDITIONAL ITEMS INCLUDED: The following items of personal property, free of liens and without Seller warranty, are INCLUDED IN THE PURCHASE PRICE see Contract Addendum $ 1 C. ITEMS EXCLUDED FROM SALE: 6. CONDITION OF PROPERTY A. Unless otherwise agreed, (i) Property is sold(a)in its PRESENT physical condition on the date of Acceptance and (b)subject to Buyer inspection rights;and(ii)Property, is to be maintained in substantially the same condition as on the date of Acceptance. B. ❑ (If checked)All debris and personal property not included in the sale shall be removed by Close Of Escrow. C. SELLER SHALL DISCLOSE KNOWN MATERIAL FACTS AND DEFECTS AND MAKE OTHER DISCLOSURES REQUIRED BY LAW. D. Buyer has the right to inspect the Property and, based upon information discovered in those inspections, may reasonably request that Seller take corrective action as specified in paragraph 15. E. Note to Buyer: You are strongly advised to conduct inspections of the entire Property in order to determine its present physical condition since Seller may not be aware of all defects affecting the Property or other factors that you consider important. Property improvements may not be built according to codes or in compliance with current Law,or have had permits issued. F. Note to Seller: Buyer may request that you make certain Repairs, or take corrective action,with respect to Items disapproved and in the event you refuse or are unable to make requested Repairs, or take such corrective action, Buyer may cancel this Agreement as specified in paragraph 15. 7. BUYER'S INVESTIGATION OF PROPERTY CONDITION: Buyer's Acceptance of the condition of and any other matter affecting the Property is a contingency of this Agreement, as specified in this paragraph and paragraph 15. Buyer shall have the right at Buyer's expense, unless otherwise agreed, to conduct inspections, investigations, tests, surveys and other studies ("Inspections"), including the right to review any conditions and influences of significance to certain cultures and/or religions, and personal needs, requirements and preferences of Buyer. 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 complete these Inspections and give any written notice to Seller within the time specified in paragraph 15.At Seller's request, Buyer shall give Seller, at no cost, complete Copies of all Inspection reports supporting Buyer's written requests. Seller shall make Property available for all Inspections.Brokers have not and will not verify any of the items in A-M below,unless otherwise agreed in writing. BUYER IS STRONGLY ADVISED TO INVESTIGATE THE CONDITION AND SUITABILITY OF ALL ASPECTS OF THE PROPERTY AND ALL MATTERS AFFECTING THE VALUE OR DESIRABILITY OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE ITEMS SPECIFIED BELOW. IF BUYER DOES NOT EXERCISE THESE RIGHTS, BUYER IS ACTING AGAINST THE ADVICE OF BROKERS. BUYER UNDERSTANDS THAT ALTHOUGH CONDITIONS ARE OFTEN DIFFICULT TO LOCATE AND DISCOVER,ALL REAL PROPERTY CONTAINS CONDITIONS THAT ARE NOT READILY APPARENT AND THAT MAY AFFECT THE VALUE OR DESIRABILITY OF THE PROPERTY. BUYER AND SELLER ARE AWARE THAT BROKERS DO NOT GUARANTEE AND IN NO WAY ASSUME RESPONSIBILITY FOR THE CONDITION OF THE PROPERTY. A. SIZE, LINES, ACCESS AND BOUNDARIES: Lot size, property lines, legal or physical access and boundaries including features of the Property shared in common with adjoining landowners, such as walls, fences, roads and driveways, whose use or responsibility for maintenance may have an effect on the Property and any encroachments, easements or similar matters that may affect the Property. (Fences, hedges,walls and other natural or constructed barriers or markers do not necessarily identify true Property boundaries. Property lines may be verified by survey.) (Unless otherwise specified in writing, any numerical statements by Brokers regarding lot size is an APPROXIMATION ONLY,and has not been and will not be verified,and should not be relied upon by Buyer.) B. ZONING AND LAND USE: Past, present, or proposed laws, ordinances, referendums, initiatives, votes, applications and permits affecting the current use of the Property, future development, zoning, building, size, governmental permits and inspections. Any zoning violations, nonconforming uses, or violations of"setback"requirements. (Buyer should also investigate whether these matters affect Buyer's intended use of the Property.) C. UTILITIES AND SERVICES: Availability, costs, restrictions and location of utilities and services, including but not limited to, sewerage, sanitation,septic and leach lines,water,electricity,gas,telephone,cable TV and drainage. D. ENVIRONMENTAL HAZARDS: Potential environmental hazards, including but not limited to, asbestos, formaldehyde, radon, methane, other gases, lead-based paint,other lead contamination,fuel or chemical storage tanks,contaminated soil or water, hazardous waste,waste disposal sites,electromagnetic fields, nuclear sources,and other substances, materials,products or conditions. E. GEOLOGIC CONDITIONS: Geologic'seismic conditions, soil and terrain stability, suitability and drainage including any slippage, sliding, flooding,drainage,grading,fill(compacted or otherwise),or other soil problems. F. NATURAL HAZARD ZONE: Special Flood Hazard Areas, Potential Flooding (Inundation) Areas, Very High Fire Hazard Zones, State Fire Responsibility Areas, Earthquake Fault Zones,Seismic Hazard Zones,or any other zone for which disclosure is required by Law. G. PROPERTY DAMAGE: Major damage to the Property or any of the structures or non-structural systems and components and any personal property included in the sale from fire,earthquake,floods,landslides or other causes. The copyright laws of the United States (Title 17 U.S. Code) forbid the Buyer and Seller acknowledd a receipt of a copy of this page. unauthorized reproduction of this form, or any portion thereof, by photocopy Buyer's Initials( d"i.''� )( ) machine or any other means, including facsimile or computerized formats. 121 Copyright ©1996-2001, CALIFORNIA ASSOCIATION OF REALTORSO, Sellers Initials( ){ ) muu ROuvec INC.ALL RIGHTS RESERVED. OPPORTUNITY VLPA-11 (PAGE 3 OF 9) Reviewed by Broker or Designee Date VACANT LAND PURCHASE AGREEMENT(VLPA-11 PAGE 3 OF 9) TS9t8256 ZFT Property: Brock:vay Road , Truckee, CA 96162 Date: Sentember 17 2002 H. NEIGHBORHOOD,AREA AND PROPERTY CONDITIONS: Neighborhood or area conditions, including Agricultural Use Restrictions pursuant to the Williamson Act(Government Code§§51200-51295), Right To Farm laws(Civil Code§3482.5 and §3482.6), presence of endangered or threatened "candidate" species or wetlands on the Property and abandoned mining operations on the Property. Proximity to commercial, industrial or agricultural activities, fire protection, other governmental services, existing and proposed transportation, construction, and development that may affect noise, view, traffic, airport noise, noise or odor from any source, wild and domestic animals, other nuisances, hazards,or circumstances,proximity and adequacy of school and/or law enforcement and crime statistics. 1. DATA BASE DISCLOSURE: NOTICE: The California Department of Justice, sheriffs departments, police departments serving jurisdictions of 200,000 or more and many other local law enforcement authorities maintain for public access a data base of the locations of persons required to register pursuant to paragraph(1)of subdivision (a)of Section 290.4 of the Penal Code.The data base is updated on a quarterly basis and a source of information about the presence of these individuals in any neighborhood.The Department of Justice also maintains a Sex Offender Identification Line through which inquiries about individuals may be made. This is a '900" telephone service. Callers must have specific information about individuals they are checking. Information regarding neighborhoods is not available through the '900"telephone service. J. COMMON INTEREST SUBDIVISIONS: OWNER ASSOCIATIONS: Facilities and condition of common areas (facilities such as pools, tennis courts, walkways, or other areas co-owned in undivided interest with others), Owners' Association that has any authority over the subject property, CC&R's,or other deed restrictions or obligations,and possible lack of compliance with any Owners'Association requirements. K. SPECIAL TAX:Any local agencies that levy a special tax on the Property pursuant to the Mello-Roos Community Facilities Act. L. RENT AND OCCUPANCY CONTROL: Some cities and counties impose restrictions that may limit the amount of rent that can lawfully be charged,and/or the maximum number of persons who can lawfully occupy the Property. M. MANUFACTURED HOME PLACEMENT:Conditions that may affect the ability to place and use a manufactured home on the Property. S. SELLER DISCLOSURES:Within the time specified in paragraph 15, Seller shall in writing (i)disclose if Property is located in any zone identified in 8A and provide any other information required for those zones;(if)if applicable,take the actions specified in 8B and 8C;(III)disclose the existence of any material facts affecting the value or desirability of the property of which Seller has actual knowledge, including but not limited to, items BD through 8R; and (iv) if applicable, take the action specified in 8R. Buyer, within the time specified in paragraph 15, shall then investigate the disclosures and other information provided to Buyer, and take the action specified in paragraph 15. A. NATURAL HAZARD ZONE: Special Flood Hazard Areas, Potential Flooding (Inundation) Areas, Very High Fire Hazard Zones, State Fire Responsibility Areas, Earthquake Fault Zones,Seismic Hazard Zones, or any other zone for which disclosure is required by Law. B. ❑ (if checked) COMMON INTEREST SUBDIVISION:OWNER ASSOCIATIONS: Property is in a common interest subdivision. Seller shall request from the CA and, upon receipt, provide to Buyer: (i) Copies of any documents required by Law; (if) disclosure of any pending or anticipated claims or litigation by or against the OA; (III)Copies of the most recent 12 months of CA minutes for regular and special meetings, if available; and (iv) the names and contact information of all OAs governing the Property. If Seller has actual knowledge, Seller shall also disclose: (i) any material defects in the condition of common areas (such as pools, tennis courts, walkways, or other areas co-owned in undivided interest with others), and(ii)possible lack of compliance with any CA requirements. C. MELLO-ROOS TAX: Seller shall(i)make a good faith effort to obtain a disclosure notice from any local agencies that levy a special tax on the Property pursuant to the Mello-Roos Community Facilities Act,and(ii)promptly deliver to Buyer any such notice obtained. D. LEGAL PROCEEDINGS: Any lawsuits by or against Seller, threatening or affecting the Property, including any lawsuits alleging a defect or deficiency in this Property or common areas,or any notices of abatement or citations filed or issued against the Property. E. AGRICULTURAL USE: Whether the Property is subject to restrictions for agricultural use pursuant to the Williamson Act (Government Code §§51200-51295). F. DEED RESTRICTIONS:Any deed restrictions or obligations. G. FARM USE:Whether the Property is in, or adjacent to,an area with Right to Farm rights(Civil Code§3482.5 and§3482.6). H. ENDANGERED SPECIES: Presence of endangered,threatened,'candidate'species,or wetlands on the Property. I. ENVIRONMENTAL HAZARDS: Substances, materials,or products that may be an environmental hazard such as, but not limited to, asbestos, formaldehyde,radon gas, lead-based paint,fuel or chemical storage tanks, and contaminated soil or water on the Property. J. COMMON WALLS: Features of the Property shared in common with adjoining landowners, such as walls, fences, roads, and driveways, and agriculture and domestic wells whose use or responsibility for maintenance may have an effect on the Property. K. LANDLOCKED:Absence of legal or physical access to the Property. L. EASEMENTS/ENCROACHMENTS:Any encroachments,easements or similar matters that may affect the Property. M. SOIL FILL: Fill(compacted or otherwise),or abandoned mining operations on the Property. N. SOIL PROBLEMS:Any slippage,sliding,flooding,drainage,grading,or other soil problems. O. EARTHQUAKE DAMAGE:Major damage to the Property or any of the structures from fire, earthquake, floods,or landslides. P. ZONING ISSUES:Any zoning violations, nonconforming uses, or violations of"setback"requirements. Q. NEIGHBORHOOD PROBLEMS: Neighborhood noise problems,or other nuisances. R. SUBSEQUENT DISCLOSURES: 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, Seller shall promptly provide a written supplemental or amended disclosure covering those items. Buyer shall,within the time specified in paragraph 15. provide written notice of any items reasonably disapproved. The copyright laws of the United States (Title 17 U.S. Code) forbid the Buyer and Seller acknowledge.feceipt of a copy of this page. unauthorized reproduction of this form, or any portion thereof,by photocopy ` machine or any other means, including facsimile or computerized formats. Buyer's Initials( f i )( ) 121 Copyright ©1996-2001, CALIFORNIA ASSOCIATION OF REALTORS®, Seller's Initials( )( ) mwlaoceixc INC.ALL RIGHTS RESERVED. wPeawHiTv VLPA-11 (PAGE 4 OF 9) Reviewed by Broker or Designee Date VACANT LAND PURCHASE AGREEMENT(VLPA-11 PAGE 4 OF 9) T50162562FX Property: Brockway Road , Truckee, CA 96161 Date: Seotembez 17, 2002 9. BUYER INDEMNITY AND SELLER PROTECTION FOR ENTRY UPON PROPERTY: Buyer shall: (i) keep Property free and clear of liens; (ii) indemnify and hold Seller harmless from all liability, claims, demands, damages and costs; and (iii) Repair all damages arising from Inspections. Buyer shall carry, or Buyer shall require anyone acting on Buyer's behalf to carry policies of liability, workers' compensation, and other applicable insurance, defending and protecting Seller from liability for any injuries to persons or property occurring during any Inspections or 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 Inspections and work done on the Property at Buyer's direction. 10. RENTAL AND SERVICE AGREEMENTS A. INSPECTION AND REVIEW: Within the time specified in paragraph 15, Seller shall make available to Buyer for inspection and review, all current leases, rental agreements, service contracts and other related agreements, licenses, and permits pertaining to the operation or use of the Property. Buyer shall then,within the time specified in paragraph 15,take the action specified in paragraph 15. B. ESTOPPEL CERTIFICATES: Seller shall immediately send to all lessees written requests for estoppel certificates acknowledging that lessee's rental or lease agreements are unmodified and in full force and effect, or if modified, stating all such modifications. Seller shall provide Buyer, within the time specified in paragraph 15, all such estoppel certificates received from lessees. Buyer shall then, within the time specified in paragraph 15,take the action specified in paragraph 15. C. CHANGES DURING ESCROW: Seller may NOT engage in the following acts without Buyer's prior written approval: (i)rent or lease any part of the Property;(il)alter, modify, or extend any existing rental or lease agreement;or(III)enter into,alter,modify or extend any service contract(s); or change the status of the condition of the Property. 11. TITLE AND VESTING A. Within the time specified in paragraph 15, 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 provide written notice to Seller in accordance with and within the time specified in paragraph 15. B. At Close Of Escrow, Buyer shall receive a grant deed conveying title, 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 that are of record or disclosed to Buyer prior to Close Of Escrow, unless otherwise requested in writing by Buyer and agreed to by Seller within the time specified in paragraph 15. However, title shall not be subject to any liens against the Property, except for those specified in this Agreement. Title shall vest as designated in Buyer's supplemental escrow instructions. THE MANNER OF TAKING TITLE MAY HAVE SIGNIFICANT LEGAL AND TAX CONSEQUENCES. C. Buyer shall receive a CLTA standard coverage owner's Policy of Title Insurance. An ALTA policy or endorsements may provide greater coverage for buyer. A title company, at Buyer's request, can provide information about availability, desirability, coverage, and cost of various title insurance coverages and indorsements. If Buyer desires title coverage other than that required by this paragraph, Buyer shall instruct Escrow Holder in writing and pay any increase in costs. Seller makes no representation regarding the existence of unpatented mining claims, reservations or exceptions in patents, or in Acts authorizing the issuance thereof,or water rights or claims to title to water. 12. SALE OF BUYER'S PROPERTY A. This Agreement is NOT contingent upon the sale of any property owned by Buyer. OR B. ❑ (If checked) The attached addendum (C.A.R. Form SBP-11) regarding the contingency for the sale of property owned by Buyer is incorporated into this Agreement. 13. ❑ (if Checked)MANUFACTURED HOME PURCHASE The purchase of this Property is contingent upon Buyer acquiring a personal property manufactured home to be placed on the Property after Close Of Escrow.Buyer ❑ has ❑ has not entered into a contract for the purchase of a personal property manufactured home. This contingency shall remain in effect until the Close Of Escrow of this Property(or ❑ Days After Acceptance by which time Buyer shall remove this contingency by the active or passive method specified in paragraph 15C.) 14. ❑ (If Checked)CONSTRUCTION LOAN FINANCING The purchase of this Property is contingent upon Buyer obtaining a construction loan.A draw from the construction loan ❑ will❑ will not be used to finance the Property.This contingency shall remain in effect until the Close Of Escrow of this Property(or ❑ Days After Acceptance by which time Buyer shall remove this contingency by the method specified in paragraph 15C). The copyright laws of the United States (Title 17 U.S. Code) forbid the Buyer and Seller acknowle ?receipt of a copy of this page, unauthorized reproduction of this form, or any portion thereof,by photocopy Buyer's Initials(. I }( } machine or any other means, including facsimile or computerized formats. 121 Copyright ©1996-2001, CALIFORNIA ASSOCIATION OF REALTORSO, Seller's Initials( )( } reuAr H01SMC INC.ALL RIGHTS RESERVED. OPPORTUNITY VLPA-11 (PAGE 5 OF 9) Reviewed by Broker or Designee Date VACANT LAND PURCHASE AGREEMENT(VLPA-11 PAGE 5 OF 9) T50I U59 ZFX Property: Brockray Road , Truckee, CA 96161 Date: September 17, 2002 15. TIME PERIODS; REMOVAL OF CONTINGENCIES; CANCELLATION RIGHTS: The following time periods may only be extended, altered, modified or changed by mutual written agreement. A. ORDERING,COMPLETING AND REVIEWING INSPECTIONS AND REPORTS: (1) SELLER HAS:7(or❑ )Days After Acceptance to order, request or complete all reports,disclosures and information for which Seller is responsible under paragraphs 4, 8, 10 and 11. Seller has 2 Days After receipt(or completion)of any of these items to provide it to Buyer. Buyer has 7(or❑ ) Days After receipt of each of the above items to review the report, disclosure or other information. (2) BUYER HAS:21 (or QQ 4s ) Days After Acceptance to complete all inspections, investigations and review of reports and other applicable information,for which Buyer is responsible. B. (1) APPROVAL OR REQUEST: Within the times specified above (or 2H for loan contingency), Buyer shall provide Seller with either(i) an unconditional approval and removal of the applicable contingency, or(ii)a reasonable written request that Seller take corrective action (or for loan contingency,cancellation if Buyer is unable to obtain the designated loan). (2) EFFECT OF BUYER'S REQUEST: If, pursuant to B(1), Buyer reasonably requests that Seller take corrective action, Buyer and Seiler have 5(or❑ _ )Days After Seller's receipt of Buyer's request to reach mutual written agreement on Buyer's request.If(i)Seller has agreed in writing to unconditionally and completely take the action requested by Buyer, or (ii) Buyer and Seller have reached a mutual written agreement with respect to those items, then the transaction shall proceed on those terms. Seller has no obligation, express or implied,to satisfy Buyers requests. (3) EFFECT OF NO WRITTEN AGREEMENT ON BUYER'S REQUEST: If, at the expiration of the time in B(2), neither B(2)(i) nor(f) has occurred, Buyer has 2(or❑ )Days to cancel this Agreement in writing. C. ACTIVE OR PASSIVE REMOVAL OF CONTINGENCIES AND CANCELLATION RIGHTS: (1) ❑ ACTIVE METHOD(Applies only if checked): (a) (No written request or removal by Buyer) If, within the time specified in A, Buyer does not give Seller written notice pursuant to B(1),Seller may cancel this Agreement in writing.Notwithstanding the expiration of the time specified,Buyer retains the right to give Seller written notice under 61 at any time prior to receiving Seller's written cancellation. Once Seller receives Buyers written request or removal,Seller may not cancel this Agreement pursuant to paragraph C(1)(a). (b) (No written cancellation by Buyer) If,within the time specified, Buyer does not give Seller written notice of cancellation pursuant to B(3), either Buyer or Seller may cancel this Agreement in writing at any time prior to Buyer and Seller reaching mutual written agreement with respect to any requests made pursuant to B(1). (2) PASSIVE METHOD: If,within the time specified, Buyer does not give Seller(i)a reasonable written request pursuant to B(1) (or for loan contingency, cancellation if Buyer is unable to obtain the designated loan) or (ii) written notice of cancellation pursuant to B(3) if no agreement is reached on Buyers requests,then Buyer shall be deemed,as applicable,to have unconditionally approved and removed the contingency or withdrawn the request and waived any right to cancel associated with the requested item. D. EFFECT OF REMOVAL: If Buyer removes any contingency or cancellation right by the active or passive method, as applicable, Buyer shall conclusively be deemed to have: (i) completed all Inspections, investigations, and review of reports and other applicable information and disclosures pertaining to that contingency or cancellation right; (ii) elected to proceed with the transaction; and (III) 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,unless, pursuant to B(2)or elsewhere in this Agreement,Seller agrees to take corrective action. E. EFFECT OF CANCELLATION ON 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 Buyer and Seller,judicial decision or arbitration award. 16. ENVIRONMENTAL HAZARD CONSULTATION: Buyer and Seller acknowledge: (1)federal, state and local legislation impose liability upon existing and former owners and users of real property in applicable situations for certain legislatively defined environmentally hazardous substances; (ii) Broker has made no representation concerning the applicability of any such law to this transaction to Buyer or Seller, except as otherwise indicated in this Agreement; (III) Broker has made no representation concerning the existence, testing, discovery, location and evaluation of or for, and risks posed by,environmentally hazardous substances, if any, located on or potentially affecting the Property; and(iv)Buyer and Seller are each advised to consult with technical and legal experts concerning the existence, testing, discovery, location, and evaluation of or for, and risks posed by, environmentally hazardous substances, if any, located on or potentially affecting the Property. 17. FINAL 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 (i) Property is maintained pursuant to paragraph 6A, (ii) Seller has complied with Seller's other obligations. The copyright laws of the United States (Title 17 U.S. Code) forbid the Buyer and Seller acknowledg receipt of a copy of this page, unauthorized reproduction of this form,or any portion thereof, by photocopy Buyer's Initials machine or any other means, including facsimile or computerized formats. Copyright 91996-2001, CALIFORNIA ASSOCIATION OF REALTORSO, Seller's Initials( )( ) [Goat RUM INC.ALL RIGHTS RESERVED. _ _ e»ae�exirr VLPA-11 (PAGE 6 OF 9) Reviewed by Broker or Designee Date VACANT LAND PURCHASE AGREEMENT(VLPA-11 PAGE 6 OF 9) T5013258.ZPX Property: Brockway Road , Truckee, CA 96161 Date: September 17 2002 18. LIQUIDATED DAMAGES: If Buyer fails to complete this purchase because of Buyer's default, Seller shall retain, as liquidated damages, the deposit actually paid. Release of funds will require mutual, Signed release instructions from both Buyer and Seller,judicial decision or arbitration award. BUYER AND SELLER SHALL SIGN A SEPARATE LI UIDATED DAMAGES PROVISION FOR ANY INCREASED DEPOSIT. (C.A.R. FORM RID-11) Buyer' Initials 7"1 t Seller's Initials / 19. 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. Paragraphs 19B(2) and (3) below apply whether or not the Arbitration provision is initialed. Mediation fees, if any, shall be divided equally among the parties involved. If, for any dispute or claim to which this paragraph applies, any party commences an action without first attempting to resolve the matter through mediation, or refuses to mediate after a request has been made, then that party shall not be entitled to recover attorney 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: (1) 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, including and subject to paragraphs 19B(2) and (3) below. The arbitrator shall be a retired judge or justice, or an attorney with at least 5 years of real estate transactional Law experience, 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 Procedure§1283.05. (2) EXCLUSIONS FROM MEDIATION AND ARBITRATION: The following matters are excluded from mediation and arbitration: (i) a judicial or non-judicial foreclosure or other action or proceeding to enforce a deed of trust, mortgage, or installment land sale contract as defined in Civil Code §2985; (ii) an unlawful detainer action; (III)the filing or enforcement of a mechanic's lien; (iv) any matter that is within the jurisdiction of a probate, small claims, or bankruptcy court; and (v) an action for bodily injury or wrongful death, or any right of action to which Code of Civil Procedure §337.1 or§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. (3) 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 Agreement. "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 Seller's Initials / 20. PROBATIONS OF PROPERTY TAXES AND OTHER ITEMS: Unless otherwise agreed in writing,the following items shall be PAID CURRENT and prorated between Buyer and Seller as of.Close Of Escrow: real property taxes and assessments, interest,rents, CA regular,special,and emergency dues and assessments imposed prior to Close Of Escrow, premiums on insurance assumed by Buyer, payments on bonds and assessments assumed by Buyer, and payments on Mello-Roos and other Special Assessment district bonds and assessments that are now a lien. The following items shall be assumed by Buyer WITHOUT CREDIT toward the purchase price: prorated payments on Mello-Roos and other Special Assessment District bonds and assessments and CA special assessments that are now a lien but not yet due. Property will be reassessed upon change of ownership.Any supplemental tax bills shall be paid as follows: (i) for periods after Close Of Escrow, by Buyer; and III)for periods prior to Close Of Escrow, by Seller. TAX BILLS ISSUED AFTER CLOSE OF ESCROW SHALL BE HANDLED DIRECTLY BETWEEN BUYER AND SELLER. Prorations shall be made based on a 30-day month, 21. WITHHOLDING TAXES: Seller and Buyer agree to execute any instrument, affidavit, statement or instruction reasonably necessary to comply with federal(FIRPTA)and California withholding Law, if required(C.A.R.Forms AS-11 and AB-11). 22. MULTIPLE LISTING SERVICE("MLS"): Brokers are authorized to report the terms of this transaction to any MLS,to be published and disseminated to persons and entities authorized to use the information on terms approved by the MLS. 23. EQUAL OPPORTUNITY:The Property is sold in compliance with federal,state and local anti-discrimination Laws. 24. ATTORNEY 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 fees and costs from the non-prevailing Buyer or Seller,except as provided in paragraph 19A 25. 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. Buyer and Seller acknowledge receipt of a copy of this page. The copyright laws of the United States (Title 17 U.S. Code) forbid the unauthorized reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. Buyer's Initials Copyright 91996-2001. CALIFORNIA ASSOCIATION OF REALTORSO, Seller's Initials( )( ) moat xouswc INC.ALL RIGHTS RESERVED. --- WORUNItY VLPA-11 PAGE 7 OF 9 Reviewed by ( ) Broker or Designee Date VACANT LAND PURCHASE AGREEMENT(VLPA-11 PAGE 7 OF 9) T501rgzFx Property: Brockway Road , Truckee, CA 96161 Date: September 17, 2002 26. 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. If any provision of this Agreement is held to be ineffective or invalid, the remaining provisions will nevertheless be given full force and effect. Neither this Agreement nor any provision in it may be extended,amended,modified,altered or changed,except in writing Signed by Buyer and Seller. 27. OTHER TERMS AND CONDITIONS,including ATTACHED SUPPLEMENTS: ❑ Purchase Agreement Addendum(C.A.R. Form PAA-11 paragraph numbers: )Buyer is real estate licensed broker representina himself 28. DEFINITIONS:As used in this Agreement: A. "Acceptance"means the time the offer or final counter offer is accepted in writing by the other party and communicated in accordance with this Agreement or the terms of the final counter offer. B. "Agreement" means the terms and conditions of this Vacant Land Purchase Agreement and Joint Escrow Instructions and any counter offer and addenda. 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,and ending at 11:59PM on the final day. E. "Close Of Escrow' means the date the grant deed is recorded or other evidence of title is transferred. If scheduled close of escrow fails on a Saturday,Sunday or legal holiday,then the close of escrow date shall be the next business day after the scheduled close of escrow date. F. "Copy"means copy by any means including photocopy, NCR,facsimile and electronic. G. "Law' means any law, code, statute, ordinance, regulation, rule or order, which is adopted by a controlling city, county, state or federal legislative,judicial or executive body or agency. H. "Signed"means either a handwritten or electronic signature. 1. Singular and Plural terms each include the other,when appropriate. J. C.A.R.Form means the specific form referenced,or another comparable form agreed to by the parties. K. "Electronic Copy"or"Electronic Signature"means, as applicable, an electronic copy or signature complying with California Law. Buyer and Seller agree that electronic means will not be used by either one to modify or alter the content or integrity of the Agreement without the knowledge and consent of the other. 29. AGENCY A. POTENTIALLY COMPETING BUYERS AND SELLERS: Buyer understands that Broker representing Buyer may also represent other potential buyers, who may consider, make offers on, or ultimately acquire the Property. Seller understands that Buyer may consider, make offers on or purchase.other properties similar to the Property. Buyer and Seller acknowledge and consent to Broker(s)' representation of such potential buyers and sellers before,during and after Broker(s)'representation of Buyer and Seller. B. CONFIRMATION:The following agency relationships are hereby confirmed for this transaction: Listing Agent Century 21 non Casler Realty (Print Firm Name)is the agent of(check one): ❑x the Seller exclusively;or ❑ both the Buyer and Seller. Selling Agent GLA Realty Advisors (Print Firm Name) (if not same as Listing Agent) is the agent of(check one): ❑x 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. Buyer and Seller acknowledge and agree that: (a)Brokers do not decide what price Buyer should pay or Seller should accept;(b)Brokers do not guarantee the performance or Repairs of others who have provided services or products to Buyer or Seller; and(c)they will seek legal,tax,insurance,title and other desired assistance from appropriate professionals. 31. JOINT ESCROW INSTRUCTIONS TO ESCROW HOLDER A. The following paragraphs,or applicable portions thereof,of this Agreement constitute the joint escrow instructions of Buyer and Seller to Escrow Holder, which Escrow Holder is to use along with any relating counter offers and addenda, and any additional mutual instructions to close the transaction: 1, 2,4, 11, 12B, 15E, 20,21,26,27,28,31, 32, 34A, and 35.The terms and conditions of the Agreement not set forth in the specified paragraphs are additional matters for the information of Escrow Holder, but about which Escrow Holder need not be concerned. Buyer and Seller will receive Escrow Holder's general provisions directly from Escrow Holder and will execute such provisions upon Escrow Holder's request. To the extent the general provisions are inconsistent or conflict with this Agreement, the general provisions will control as to the duties and obligations of Escrow Holder only. Buyer and Seller will execute additional instructions, documents and forms provided by Escrow Holder that are reasonably necessary to complete this transaction. B. A Copy of this Agreement shall be delivered to Escrow Holder within 3 business Days After Acceptance (or ❑ ). Escrow will be deemed open when Escrow Holder has Signed an acknowledgement of receipt of a Copy of this accepted Agreement. Buyer and Seller authorize Escrow Holder to accept and rely on Copies and Signatures as defined in this Agreement as originals, to open escrow and for other purposes of escrow. The validity of this Agreement as between Buyer and Seller is not affected by whether or when Escrow Holder Signs the Agreement. C. Brokers are a party to the Escrow for the sole purpose of compensation pursuant to paragraphs 32 and 34A. Buyer and Seller irrevocably assign to Brokers compensation specified, respectively, in paragraphs 32 and 34A and irrevocably instruct Escrow Holder to disburse those funds to Brokers at Close Of Escrow. The copyright laws of the United States (Title 17 U.S. Code) forbid the Buyer and Seller acknowledge receipt of a copy of this page, unauthorized reproduction of this form, or any portion thereof, by photocopy Buyer's Initials{ yr ){ ) machine or any other means, including facsimile or computerized formats. Seller's Initials Ea LRUSM ( )( ) 121 Copyright ©1996-2001, CALIFORNIA ASSOCIATION OF REACTORS®, __ •Paoamxin INC.ALL RIGHTS RESERVED. Reviewed by VLPA-11 (PAGE 8 OF 9) Broker or Designee Date VACANT LAND PURCHASE AGREEMENT(VLPA-11 PAGE 8 OF 9) T5018258 ZFz Property: Brockway Road , Truckee, CA 96261 Date: September 17 2002 32. BROKER COMPENSATION FROM BUYER:Upon Close Of Escrow, Buyer agrees to pay compensation for services as follows: to Broker. (if checked) ❑ an administrative/transaction fee of$ to Broker. 33. TERMS AND CONDITIONS OF 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 Copy of the Signed offer is personally received by Buyer, or by Ann Nguyen , who is authorized to receive it, by (date) 0911812002 4�at 5 []AM Q PM, the offer shall be deemed revoked and the deposit shall be returned. Seller has the right to continue to offer the Property for sale and to accept any other offer at any time prior to communication of Acceptance as above. 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 Copy, may be Signed in two or more �counterparts, all of which shall constitute one and the same writing. v A C;4,,Ta < C-,,.. .i - BUYER lit C"t.✓1 L-r �Zy- �^^ Date 0911712002 BUYER Date Thomas Grossman or Nominee (Print name) (Print name) (Address) 34. BROKER COMPENSATION FROM SELLER: A. Upon Close of Escrow, Seller agrees to pay compensation for services as follows: 3� of purchase price ,to Century 21 Don Casler Realty .Broker,and 3$ of purchase price ,to GLA Realty Advisors ,Broker,and (if checked) ❑ an administrativeltransaction fee of$ to Broker (or, if not completed, as per listing agreement). B. (1)If escrow does not close,compensation in 34A is payable:(1)upon Seller's default if completion of sale is prevented by default of Seller; or III)when and if Seller collects damages from Buyer,by suit or otherwise, if completion of sale is prevented by default of Buyer 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. (2) In any action, proceeding or arbitration relating to the payment of compensation in 34A or B, the prevailing party shall be entitled to reasonable attorney'fees and costs,except as provided in paragraph 19A. 36, ACCEPTANCE OF OFFER: Seller warrants that Seller is the owner of the 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)SUBJECT TO ATTACHED COUNTER OFFER,DATED SELLER Date SELLER Date (Print name) (Print name) (Address) Agency relationships are confirmed as above.Real Estate Brokers are not parties to the Agreement between Buyer and Seller. Agent who submitted offer for Buyer acknowledges receipt of deposit, if any,if specified in paragraph 2A: Real Estate Broker(Selling Firm Name) GLA Realty Advisors By f'<c"A -J, %=vim r'�- -- Date i117/c L"- Address 10330 Donner Pass Road, Truckee, CA 96161 Phone Fax E-mail Real Estate Broker(Listing Firm Name) century 21 Don Casler Realty By ,.bua `a t,�6.�s.w:. s' Date 411 1 2 { Address 11500 Donner Pass Road Truckee CA 96161 Phone 7v yYtl Fax -Z f`vkC E-mail (_/_) ACKNOWLEDGMENT OF RECEIPT:Buyer or authorized agent acknowledges receipt of Signed Acceptance on(date) (Initials) at ❑AM ❑PM. Escrow Holder Acknowledgment: Escrow Holder acknowledges receipt of a Copy of this Agreement, (if checked, ❑ a deposit in the amount of$ ), counter offer numbers and and agrees to act as Escrow Holder subject to paragraph 31 of this Agreement, any supplemental escrow instructions and the terms of Escrow Holder's general provisions. The date of communication of Acceptance of the Agreement as between Buyer and Seller is Escrow Holder Placer Title Co. Escrow# By Date Address Phone/Fax E-mail Escrow Holder is licensed by the California Department of❑ Corporations, ❑ Insurance, ❑ Real Estate. License# THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORSO(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. This form is available for use by the entire real estate industry.It is not intended to identify the user as a REALTORS. REALTOR®is a registered collective membership mark which may be used only by members of the NATIONAL ASSOCIATION OF REALTORS@ who subscribe to its Code of Ethics. I Published and Distributed by: _ LREAL ESTATE BUSINESS SERVICES,INC. Reviewed b N a subsidiary of the CALIFORNIA ASSOCIATION OF REAITORS® Broker or Designee Date "owrrvounuc C 525 South Virgil Avenue,Los Angeles,California 90020 `oProervrvm VLPA-11 (PAGE 9 OF 9) VACANT LAND PURCHASE AGREEMENT(VLPA-11 PAGE 9 OF 9) roiassa zrx J-\ CAL IF0RNIA 441kk ASSOCIATION ADDENDUM OF REALTORS`(& (C.A.R. Form ADM, Revised 10/01) No. 1 we The following terms and conditions are hereby incorporated in and made a part of the: ❑ Residential Purchase Agreement, ❑ Manufactured Home Purchase Agreement, ❑ Business Purchase Agreement, ❑ Residential Lease or Month-to-Month Rental Agreement, ® Vacant Land Purchase Agreement, ❑ Residential Income Property Purchase Agreement, ❑ Commercial Property Purchase Agreement, ❑ other dated September 17, 2002 ,on property known as Brockway Road , Truckee, CA 96161 APN # 19-450-61 in which Thomas Grossman or Nominee is referred to as ("Buyer(Tenanf') and TDPUD is referred to as ("Seller/Landlord"). Buver shall have 45 days from acceptance of this offer to complete all due diligence including all inspections of property and verification with the Town of Truckee for all Planning issues regarding the property. Buyer shall have the right to cancel this escrow at any time during the due diligence period should local governing agencies indicate that the property does not have sufficient development rights for the developers use of property or of approximately 15 hous.incr units per acre for the rear portion of the parcel and zoning of open space for the front portion of the property. At the end of the 45 day due diligence period Buyer wi.11 release from Escrow $200 000 to the Seller. This $200,000 will be non- refundable and be credited to the full purchase price of the property. Seller shall provide a current boundary and topographical survey -from licenced surveyor within the due diligence period. Seller may cancel this Escrow if this purchase agreement is not approved by the TDPUD Board of Directors on their next schedualed Board meeting after receipt of this offer to purchase. The foregoing terms and conditions are hereby agreed to, and the undersigned acknowledge receipt of a copy of this document. Date September 1177,,p12002 /1 Date Buyer/Tenant / flde%'lti ' /+` ,%t`��`�-'" Seller/Landlord Thomas Grossman or Nominee TDPUD Buyer/Tenant Seller/Landlord The copyright laws of the United States(Title 17 U.S.Code)forbid the unauthorized reproduction of this form,or any portion thereof,by photocopy machine or any other means, including facsimile or computerized formats.Copy nghtw71986-2001,CALI PORN IA ASSOCIATION OF REALTORS0,INC.ALL RIGHTS RESERVED. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORSO(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. This form is available for use by the entire real estate industry. It is not intended to identify the user as a REALTOR& REALTOR0 is a registered collective membership mark which may be used only by members of the NATIONAL ASSOCIATION OF REALTORS®who subscribe to its Code of Ethics. Published and Distributed by: REAL ESTATE BUSINESS SERVICES,INC. a subsidiary of the CALIFORNIA ASSOCIATION OF REALTORS® Reviewed by c 525 South Virgil Avenue,Los Angeles.California 90020 Broker or Designee Date 121 ADM-11 REVISED 10101 (PAGE 1 OF 1) OPPORTUNIITY ADDENDUM (ADM-11 PAGE 1 OF 1) Century 21 Don Casler Realty 11500 Donner Pass Rd _ Truckee CA 96161 Phoric(530)5877444 Fax: (530)M78064 Ann Nguyen T50i 8258.ZFX II& CALIFORNIA ASSOCIATION ADDENDUM I!r OF REALTORSO No. �---' {C.A.R. Form ADM, Revised 10/01} The following terms and conditions are hereby incorporated in and made a part of the: ❑ Residential Purchase Agreement, ❑ Manufactured Home Purchase Agreement, ❑ Business Purchase Agreement, ❑ Residential Lease or Month-to-Month Rental Agreement, ® Vacant Land Purchase Agreement, ❑ Residential Income Property Purchase Agreement, ❑ Commercial Property Purchase Agreement, ❑other dated September 17 2002 ,on property known as Brockway Road APN # 19-450-61 In which Thomas Grossman, or Nominee is referred to as("Buyerfienant") and Truckee Donner Public Utility District is referred to as("Seller/Landlord"). Z Seller shall have the right to approve final survey of the orooerty and the land to be sold. 2 It is understood and agreed to by Buyer that the seller intends to keep a portion of the Property of approximately 5 Acres This portion of the Property is identified as the North West area of the prooerty and is used as a water well and equipment building Buyer will provide to seller proper ingress and egress easements that are needed for proper acsess to Retained portion of the narcel. 3 Buyer extends the "Vacant Land Purchase Agreement and Joint Escrow Instructions" (Purchase offer) dated September 17 2002 to October 3 2002 4.00 PM The foregoing terms and conditions are hereby ag eed to, and the undersigned acknowledge receipt of a copy of this document. Date qAZ e2, Date Buyer/Tenant Seller/Landlord Thomas Grossman Truckee Donner Public Utility BuyerfTenant Seller/Landlord or Nominee The copyright laws of the United States(Title 17 U.S.Code)forbid the unauthorized reproduction of this form,or any portion thereof,by photocopy machine or any other means, including facsimile or computerized formats.Copyright©1986-2001,CALIFORNIA ASSOCIATION OF REALTORSS,INC.ALL RIGHTS RESERVED. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORSO(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. This form is available for use by the entire real estate industry.It is not intended to identify the user as a REALTORS.REALTORS is a registered collective membership mark which may be used only by members of the NATIONAL ASSOCIATION OF REALTORSO who subscribe to its Code of Ethics. Published and Distributed by: U. REAL ESTATE BUSINESS SERVICES.INC. " a subsidiary of the CALIFORNIA ASSOCIATION OF REALTORS® Reviewed by 525 South Virgil Avenue,Los Angeles,California 90020 Broker or Designee Date rxousuK ADM-11 REVISED 10101 (PAGE 1 OF 1) OPPORTUNITY ADDENDUM(ADM-11 PAGE 1 OF 1) GLA Realty Advisors 10356 Donner Pass Road Truckee CA 96161 Phone:(530)587-2711 Fax: (530) Thomas Grossman T4585413.ZFX rr r • `�� ;� � ' � � it .- � �..�.� i f - It 1 } 1 rA+`+fAv("n4Wka.5'MY%4k/�. •"a+fNma'rrruM'4.. ✓tr .;.t4 FL,;PDBt , R`f',M+b�er rv. ,,.e:. THOMAB W. GROSSMAN 10366 DONNER PASS RD, P.O.BOX 2819 (530)587-2711 '" f , '.422 TRUCKEE CA 96160 , t r rt 80 3 28/1211 3. 17 as er of 160 coo tl d PLt� --- — Do!/ars p maarae P 11y2s ool AS RAN 3 Z"he oramt 4ceaaet ? - ,.�`��I (530)68]-4749 TELERANK 160 RMAS L jRV0 EE,CALI,OH N1A 46161 0 -. ChCh 4 M,lan' PL WDPL .. •. �-_�*_. _ �„�,.Yq,.` �: i21i313288i:0422 IS1 ?003629' -� `CAL I F O EL I A DISCLOSURE REGARDING ASSOCIATION REAL ESTATE AGENCY RELATIONSHIPS �� OF P EALTO RSA (As required by the Civil Code) (C.A.R.Form AD-1 1,Revised 10/01) 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 Seiler 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 dealing with the Seiler. 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 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. AGENT REPRESENTING BOTH SELLER AND 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 Seiler 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. IIWE ACKNOWLEDGE REC OF A COPY OF THIS DISCLOSURE. BUYERISELLER � '�n �aJ C'Z-:/�Yri. - Date September 17, 2002 Time 10 ®AM ❑PM Thomas Grossman or Nominee BUYERISELLER Date �.�-y Time ❑AM ❑PM AGENT Thomas Grossman GLA Rea.1ty Adv By ' .r 'i'vt l " ' Date 09Z17Z2002 (Please Print) (Associate Ucensee or Broker Signature) THIS FORM SHALL BE PROVIDED AND ACKNOWLEDGED AS FOLLOWS(Civil Code§2079.14): • When the listing brokerage company also represents the Buyer,the Listing Agent shall give one AD-11 form to the Seller and one to the Buyer. • When Buyer and Seller are represented by different brokerage companies, then the Listing Agent shall give one ADA I form to the Seller and the Buyer's Agent shall give one AD-11 form to the Buyer and one AD-11 form to the Seller, SEE REVERSE SIDE FOR FURTHER INFORMATION The copyright laws of the United States (Title 17 U.S. Code)forbid the unauthorized reproduction of this form, or any portion thereof, by photocopy machine or any other means,including facsimile or computerized formats.Copyright© 1991-2001,CALIFORNIA ASSOCIATION OF REALTORS®, INC. ALL RIGHTS RESERVED. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORSO(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. This form is available for use by the entire real estate industry. It is not intended to Identify the user as a REALTORG. REALTOR®is a registered collective membership mark which may be used only by members of the NATIONAL ASSOCIATION OF REALTORSO who subscribe to its Code of Ethics. Published and Distributed by: REAL ESTATE BUSINESS SERVICES,INC. Reviewed byr,��' N asubsidiaryofthe CALIFORNIA ASSOCIATION OFREALTORS® Broker or Designee Date c 525 South Virgil Avenue,Los Angeles,California 90020 event xmwxc AD-11 REVISED 10101 (PAGE 1 OF 1) OPPORTUNITY DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIPS(AD-11 PAGE 1 OF 1) GLA Realty Advisors 10356 Donner Pass Road Truckee CA 96161 Phone:(530)587-2711 Fax: (530) Thomas Grossman T4585413.ZFX