California Residential Purchase Agreement and Joint Escrow Instructions
This Residential Purchase Agreement and Joint Escrow Instructions (the "Agreement") is made between [Buyer full name(s)] ("Buyer") and [Seller full name(s)] ("Seller") for the purchase and sale of the real property commonly known as [Property street address], [City], California [ZIP code], in the County of [County], Assessor’s Parcel Number [Assessor’s parcel number (APN)], together with all improvements and fixtures on it (the "Property"). Buyer and Seller are each a "Party" and together the "Parties".
1. Purchase Price and Payment
The purchase price for the Property is [Purchase price] (the "Purchase Price"), payable as follows.
(a) Initial deposit. Within three (3) business days after Acceptance, Buyer shall deliver to Escrow Holder an initial deposit of [Initial deposit] by wire transfer or cashier’s check.
(b) Increased deposit. Upon removal of Buyer’s contingencies, Buyer shall deliver an increased deposit of [Increased deposit (or $0)]. If that amount is zero, this subsection does not apply.
(c) Financing. Buyer intends to obtain a first loan in the amount of [Loan amount (or $0 for all cash)] of the type described as: [Type of financing]. If the loan amount is zero, Buyer is purchasing with cash and shall provide written verification of sufficient funds within three (3) business days after Acceptance.
(d) Balance. The balance of the Purchase Price, together with Buyer’s closing costs, shall be deposited with Escrow Holder in good funds sufficient to close on or before the Close of Escrow.
2. Escrow and Closing
Escrow shall be opened with [Escrow holder] ("Escrow Holder") within three (3) business days after Acceptance. The Parties shall execute Escrow Holder’s customary general provisions to the extent they are consistent with this Agreement; if they conflict, this Agreement controls.
Escrow shall close on [Close of escrow] (the "Close of Escrow"). If that day is not a business day, Close of Escrow moves to the next business day. "Acceptance" means the date the last Party signs this Agreement and delivers it to the other.
3. Contingencies
(a) Buyer’s investigation. Buyer has [Investigation and loan contingency (days)] days after Acceptance to complete all investigations of the Property Buyer wishes to make, including inspections of the physical condition, pest, roof, sewer, geologic and environmental conditions, permits, zoning, insurability and any matter affecting Buyer’s intended use, and to review all disclosures and reports delivered by Seller. Seller shall provide reasonable access at reasonable times, with utilities on.
(b) Loan. Buyer has the same number of days to obtain a written loan commitment on terms acceptable to Buyer. If Buyer is purchasing with cash, this contingency does not apply.
(c) Appraisal. Buyer has [Appraisal contingency (days)] days after Acceptance to obtain an appraisal of the Property at no less than the Purchase Price.
(d) Title. Buyer has the investigation period to review the preliminary title report and any documents referred to in it, and to approve or object to any exception.
(e) Sale of Buyer’s property. This Agreement is contingent on the sale of Buyer’s current residence: [Contingent on the sale of the buyer’s current home?]. If "Yes", the Parties shall attach a separate addendum stating the address and the deadline.
(f) Removal. Buyer removes a contingency by written notice to Seller. If Buyer has not removed a contingency by its deadline, Seller may deliver a written notice to perform giving Buyer two (2) days to remove it or cancel; if Buyer does neither, Seller may cancel this Agreement and Buyer’s deposit shall be returned, less costs Buyer agreed to pay.
4. Seller Disclosures
Seller shall deliver the following to Buyer within seven (7) days after Acceptance, to the extent each applies to the Property, and Buyer shall sign and return them: (1) the Real Estate Transfer Disclosure Statement (Civil Code §1102 et seq.); (2) the Natural Hazard Disclosure Statement (Civil Code §1103 et seq.) covering special flood hazard, dam inundation, very high fire hazard severity, wildland fire, earthquake fault and seismic hazard zones; (3) the federal Lead-Based Paint Disclosure and pamphlet for any dwelling built before 1978; (4) the Megan’s Law database notice (Civil Code §2079.10a); (5) any Notice of Special Tax or Assessment under the Mello-Roos Community Facilities Act or the Improvement Bond Act of 1915; (6) the Homeowner’s Guide to Earthquake Safety and the Residential Earthquake Hazards Report; (7) the Environmental Hazards booklet; (8) the Water Heater and Smoke Detector Statement of Compliance (Health & Safety Code §13113.8 and §19211); (9) confirmation of carbon monoxide detectors (Health & Safety Code §17926); (10) the Water-Conserving Plumbing Fixtures disclosure (Civil Code §1101.4); (11) the Seller Property Questionnaire; (12) any Local Option Disclosure Statement required by the city or county; (13) notice of any industrial use or zoning affecting the Property (Civil Code §1102.17); (14) notice of any former military ordnance location within one mile (Civil Code §1102.15); (15) any order concerning methamphetamine contamination (Health & Safety Code §25400.28); (16) the Notice Regarding Property Taxes (Civil Code §1102.6c); and (17) the Title Insurance Advisory (Civil Code §1057.6) and any wood-destroying pest inspection report if one is required by this Agreement or by Buyer’s lender.
If any of these disclosures is delivered after Acceptance, Buyer may terminate this Agreement by written notice within three (3) days after delivery in person or five (5) days after delivery by mail or electronic means, as provided in Civil Code §1102.3, and Buyer’s deposit shall be returned.
5. Title and Vesting
At Close of Escrow, Seller shall convey marketable title to the Property by grant deed, subject only to current taxes, covenants, conditions, restrictions and easements of record that Buyer has approved, and to no monetary liens other than those Buyer expressly assumes. Title shall be insured by an owner’s policy of title insurance issued by a title company of Escrow Holder’s choosing. Buyer shall specify the manner of taking title in escrow; the manner of taking title may have legal and tax consequences, and Buyer should consult an advisor.
6. Condition of Property
The Property is sold in its present physical condition as of the date of Acceptance, subject to Buyer’s investigation rights in Section 3. Seller shall maintain the Property, including landscaping, pool and spa, in substantially the same condition until possession is delivered, shall leave it free of debris and personal property not included in the sale, and shall disclose any known material fact affecting value or desirability. Nothing in this Section limits Seller’s disclosure obligations under law.
7. Items Included and Excluded
All existing fixtures and fittings attached to the Property are included in the sale, including built-in appliances, lighting, plumbing and heating fixtures, window and door screens, awnings, shutters, window coverings and hardware, garage door openers and remotes, security systems, solar systems owned by Seller, mailbox, in-ground landscaping, and trees and shrubs. Also included: [Items included in the sale].
Excluded from the sale: [Items excluded from the sale]. Seller represents that all included items are owned by Seller and will be transferred free of liens, and that any leased item (such as a leased solar system or water softener) has been disclosed in writing.
8. Prorations and Closing Costs
Real property taxes, homeowners’ association dues, interest on any assumed loan, rents and other periodic charges shall be prorated as of Close of Escrow on a thirty-day-month basis. Seller shall pay any supplemental tax bill covering the period before Close of Escrow; Buyer shall pay any covering the period after.
County documentary transfer tax shall be paid by: [County transfer tax paid by]. The owner’s policy of title insurance shall be paid by: [Owner’s title policy paid by]. Any city transfer tax shall be paid according to local custom unless otherwise agreed in writing. Each Party shall pay one half of Escrow Holder’s fee. Buyer shall pay lender’s title policy, loan fees and recording fees on Buyer’s documents. Seller shall pay to obtain and deliver HOA documents required by Civil Code §4525, any HOA transfer fee, and the cost of any government-required retrofit or point-of-sale inspection.
9. Possession and Final Walk-Through
Seller shall deliver possession, keys, remotes and codes to Buyer: [Possession delivered]. Buyer may conduct a final walk-through of the Property within five (5) days before Close of Escrow to confirm that the Property is in the condition required by this Agreement and that any repairs Seller agreed to make have been completed. The walk-through is not a contingency.
10. Risk of Loss
Risk of loss or damage to the Property remains with Seller until Close of Escrow. If the Property is materially damaged before Close of Escrow, Buyer may cancel this Agreement and recover the deposit, or proceed and receive the insurance proceeds attributable to the damage. Seller shall promptly notify Buyer of any damage.
11. Default; Liquidated Damages
If Buyer fails to complete this purchase because of Buyer’s default, Seller shall retain, as liquidated damages, the deposit actually paid. If the Property is a dwelling of no more than four units, one of which Buyer intends to occupy, the amount retained shall be no more than 3% of the Purchase Price, and any excess shall be returned to Buyer, as required by Civil Code §1675. Release of funds requires mutual signed release instructions from both Parties, a judicial decision or arbitration award. The Parties acknowledge that Seller’s actual damages would be impractical or extremely difficult to determine, and that this amount is a reasonable estimate. BUYER AND SELLER SHALL INITIAL THIS PARAGRAPH TO INDICATE THEIR AGREEMENT. If Seller defaults, Buyer’s deposit shall be returned and Buyer may pursue any remedy available at law or in equity, including specific performance.
12. 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. Mediation fees shall be divided equally among the Parties involved. If, for any dispute 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.
13. Agency Confirmation
Buyer is represented by: [Buyer’s agent and brokerage (or "None")]. Seller is represented by: [Seller’s agent and brokerage (or "None")]. Where a licensee is involved, the Parties acknowledge receipt of the disclosure regarding real estate agency relationships required by Civil Code §2079.13 through §2079.24. Compensation to any broker is set out in a separate written agreement and is not a condition of this Agreement. If no licensee is involved, the Parties acknowledge that they have not relied on any broker and have been advised that they may consult their own attorneys and inspectors.
14. Time is of the Essence; Notices
Time is of the essence of every provision of this Agreement. All deadlines are measured in calendar days unless stated as business days, and a deadline falling on a Saturday, Sunday or California legal holiday extends to the next business day. Notices shall be in writing and are effective on personal delivery, or on delivery by email to the addresses in this Agreement or in the execution record, or the next business day after being sent by overnight courier.
15. Assignment
Buyer [May the buyer assign this agreement?]. Any permitted assignee shall assume all of Buyer’s obligations in writing, and Buyer shall remain liable unless Seller releases Buyer in writing. Seller may not assign this Agreement without Buyer’s written consent.
16. Attorney Fees
In any action, proceeding or arbitration between Buyer and Seller arising out of this Agreement, the prevailing Party shall be entitled to reasonable attorney fees and costs from the non-prevailing Party, except as provided in Section 12.
17. Governing Law; Entire Agreement
This Agreement is governed by the laws of the State of California. It, together with any attached addenda and the escrow instructions, is the entire agreement between the Parties about the Property and supersedes all prior negotiations and agreements. It may be amended only in a writing signed by both Parties. If any provision is held invalid, the remainder shall be given full force and effect. This Agreement binds and benefits the Parties and their heirs, successors and permitted assigns.
18. Electronic Signatures; Counterparts; Expiration of Offer
This Agreement may be signed electronically and in counterparts, each of which is an original and all of which together are one instrument, and the electronic execution record, timestamps and document fingerprints kept by the signing platform are conclusive evidence of execution. This is an offer to purchase the Property on the terms above. Unless Seller signs and delivers Acceptance to Buyer by 5:00 p.m. on [Offer expires], this offer shall be deemed revoked and any deposit returned. Seller’s signature below constitutes Acceptance.
Signatures
Buyer · Seller