Preview
DocuSign Envelope ID: CA870917-E78E-43C7-B967-3D74309D9169
ELECTRONICALLY FILED
superior Court of California,
County of Placer
07/30/2020
SHANNON B. JONES LAW GROUP, INC. By: Laurel Sanders, Deputy Clerk
SHANNON B. JONES (Bar No. 149222)
sbi@sbj-law.com
LINDSEY A. MORGAN (Bar No. 274214)
laniv@isbj-law.com
208 W. El Pintado Road
Danville, California 94526
Telephone: (925) 837-2317
Facstmile: (925) 837-483]
Attorneys for Plaintiff
PACIFIC UNION INTERNATIONAL, INC.
IN THE SUPERIOR COURT OF THE STATE OF CALIFORNIA
IN AND FOR THE COUNTY OF PLACER
10
11 PACIFIC UNION INTERNATIONAL, INC., ) Case No. SCV0042080
12 _ )
Plaintiff, ) DECLARATION OF MADISON
) HILDEBRAND IN OPPOSITION TO
13 v. DEFENDANTS’ MOTION FOR
SUMMARY JUDGMENT
14 ERIK LUDWICK, an individual and )
beneficiary of The Anything Trust Dated )
15 October 12, 2007; THE ANYTHING TRUST)
DATED OCTOBER 12, 2007; PAUL D. ) Date: August 13, 2020
16 BOOTH, in his capacity as trustee of The ) Time: 9:30 a.m.
Anything Trust Dated October 12,2007; and ) Dept: 42
17 DOES 1-50, )
) Complaint Filed: November 7, 2018
18 Derendanis: Trial Date: September 21, 2020
19 )
)
20
21 I, Madison Hildebrand, declare:
22 1. I am areal estate salesperson affiliated with Pacific Union, Inc. I have
23 personal knowledge of the facts set forth in this declaration and if called upon to testify, I could
24 and would competently testify thereto, except as to those matters stated upon information and
25 belief and as to those matters, J am informed and believe them to be true.
26 2. In August 2016, I entered into a listing agreement with Paul Booth
27 (“Trustee”), Trustee of the Anything Trust Dated October 12, 2007 (the “Trust’”), for the sale of
28 real property located at 200 Toyopa Drive, Pacific Palisades, California (the ““Property”). A true
DECLARATION OF MADISON HILDEBRAND IN OPPOSITION TO DEFENDANTS’ MOTION FOR
SUMMARY JUDGMENT
DocuSign Envelope ID: CA87D917-E78E-43C7-B967-3D74309D9169
and correct copy of the listing agreement, and subsequent modifications thereto, is attached hereto
as Exhibit 1.
3. While the original listing price was Twenty Million Dollars ($20,000,000),
the listing was modified several times to be lowered. The final modification, executed by Trustee
on July 7, 2017, required the Property to be put on hold in the MLS immediately upon entering a
price reduction to Sixteen Million, Eight Hundred Eighty Thousand Dollars ($16,880,000). This
modification is included in Exhibit 1.
4. Over the next year, I engaged in efforts to market and sell the Property.
These included holding events at the Property, marketing it in a number of publications, reviewing
10 market trends, holding broker tours, keeping the client aware of all developments, and
ib communicating with various interested potential buyers. The Property had been on the market
12 since at least April 2015.
13 5. On August 22, 2017, Tony Antoci made a verbal offer to purchase the
14 Property for $16,000,000 in cash with a sixty (60) day escrow period.
15 6. On August 24, 2017, Behdad Eghbali submitted an offer to purchase the
16 Property to the Trust for $15,800,0000 in cash. I represented Mr. Eghbali in this offer.
17 7. On August 27, 2017, I sent Defendants an email enclosing the final
18 Residential Purchase Agreement which had just been provided to Tony Antoci, with a purchase
19 price of $15,884,375, and commission of four and a half percent (4.5%). The email included
20 discussions about the alternative offer from Mr. Eghbali. The email inadvertently was sent to
21 Tony Antoci’s wife, who I did not intend to include. A true and correct copy of my August 27,
22 2017 email is attached hereto as Exhibit 2.
23 8. On August 28, 2017, Tony Antoci and his wife signed the Residential
24 Purchase Agreement agreeing to buy the Property for $15,884,375, and the Property went into
25 contract.
26 9, On August 31, 2017, I sent Ludwick and Paul Booth an exclusion list of
27 potential clients, pursuant to the Listing Agreement. The list included Behdad Eghbali. A true and
28 correct copy of this communication is attached hereto as Exhibit 3.
2
DECLARATION OF MADISON HILDEBRAND IN OPPOSITION TO DEFENDANTS’ MOTION FOR
SUMMARY JUDGMENT
DocuSign Envelope ID: CA87D917-E78E-43C7-B967-3D74309D9169
10. On September 13, 2017, Tony Antoci submitted a request for repair seeking
a reduction in the purchase price to $15,709,375.00.
11. On September 13, 2017, Behdad Eghbali emailed me and told me he would
like to make another offer on the Property, for $16,300,000 with no contingencies.
12. On September 15, 2017, Ludwick responded to Tony Antoci’s request for
repair, proposing a reduction in the purchase price to $15,883,375.00 and demanding Tony Antoci
remove all contingencies and release his deposit. Tony Antoci did not agree to these terms, and
the contract was cancelled that day.
13. On September 16, 2017, the Property went into contract for sale to Behdad
10 Eghbali with a purchase price of $16,300,000 and no contingencies. A true and correct copy of the
11 Behdad Eghbali Residential Purchase Agreement is attached hereto as Exhibit 4.
12 14. On September 17, 2017, Ludwick sent me an email demanding that I accept
13 a commission of two and a half percent (2.5%) of the total sale price of the Property. In the email,
14 Ludwick is referring lo me ayreeiny to accept a lower conunission on a different property I assisted
15 him with purchasing at Malibu Road. J accepted a lower commission on the Malibu Road
16 purchase because I had been friends with Ludwick’s wife for thirteen years and wanted to help
17 them successfully purchase a new home, and they were purchasing that home before the sale of the
18 Property had been accomplished. A true and correct copy of the email I received from Ludwick is
19 attached hereto as Exhibit 5.
20 15. On September 18, 2017, I responded to Ludwick and indicated that I was
21 unable to reduce the commission any lower than four and one-half percent (4.5%), as I represented
22 both sides of the transaction, had already helped them by lowering my commission on the Malibu
23 Road sale, and because my former brokerage, Partners Trust, had been acquired by Pacific Union
24 International, Inc. A true and correct copy of that email is attached hereto as Exhibit 6.
25 16. I did not know Defendants refused to pay the commission until Cynthia
26 Schmon from Terra Coastal Escrow called me on November 9, 2017 to ask if 1 knew why Paul
27 Booth returned the Seller’s Closing Statement without signing the commission instructions.
28 ///
3
DECLARATION OF MADISON HILDEBRAND IN OPPOSITION TO DEFENDANTS’ MOTION FOR
SUMMARY JUDGMENT
DocuSign Envelope ID: CA87D917-E78E-43C7-B967-3D74309D9169
17. As of the day of this declaration, I have received no compensation for my
2 || work in selling the Property for $16,300,000 in November 2017.
3 I declare under penalty of perjury under the laws of the State of California that the
4 |! foregoing is true and correct. Executed on July oe 2020, at Malibu, California.
5 Docusigned by:
[Hadise Hildebrand
S98 140DSFE8E426
MADISON HILDEBRAND
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DECLARATION OF MADISON HILDEBRAND IN OPPOSITION TO DEFENDANTS’ MOTION FOR
SUMMARY JUDGMENT
Exhibit 1
DigiSign Verified: BE618C79-61D2-4EFO-8B3A-FD539A7F7053
CATTFORNTA RESIDENTIAL LISTING AGREEMENT
SD
Re SS
Ss y ASSOCIATION (Exclusive Authorization and Right to Sell)
% OF REALTORS® (C.A.R. Form RLA, Revised 12/15)
Date Prepared: 08/26/2016
1. EXCLUSIVE RIGHT TO SELL: The Anything Trust, Trustee Paul D Booth (“Seller”)
hereby employs and grants PARTNERS TRUST (“Broker”)
beginning (date) September 1, 2016 and ending at 11:59 P.M. on (date) February 28, 2017 (“Listing Period”)
the exclusive and irrevocable right to sell or exchange the real property described as 200 Toyopa Drive
, situated in Pacific Palisades (City),
Los Angeles (County), California, 90272 (Zip Code), Assessor's Parcel No. _4411-026-001 (“Property”).
This Property is a manufactured (mobile) home. See addendum for additional terms.
|_| This Property is being sold as part of a probate, conservatorship or guardianship. See addendum for additional terms.
LISTING PRICE AND TERMS:
A. The listing price shall be: Twenty Million
Dollars ($ 20,000,000.00 ).
B. Listing Terms:
COMPENSATION TO BROKER:
Notice: The amount or rate of real estate commissions is not fixed by law. They are set by each Broker individually and
may be negotiable between Seller and Broker (real estate commissions include all compensation and fees to Broker).
A. Seller agrees to pay to Broker as compensation for services irrespective of agency relationship(s), either [X|__6.000 _ percent
of the listing price (or if a purchase agreement is entered into, of the purchase price), or [ ]$ ;
AND , as follows:
(1) If during the Listing Period, or any extension, Broker, cooperating broker, Seller or any other person procures a ready,
willing, and able buyer(s) whose offer to purchase the Property on any price and terms is accepted by Seller, provided the
Buyer completes the transaction or is prevented from doing so by Seller. (Broker is entitled to compensation whether any
escrow resulting from such offer closes during or after the expiration of the Listing Period, or any extension.)
OR (2) If within 180 ___ calendar days (a) after the end of the Listing Period or any extension; or (b) after any cancellation of this
Agreement, unless otherwise agreed, Seller enters into a contract to sell, convey, lease or otherwise transfer the Property to
anyone (“Prospective Buyer”) or that person's related entity: (i) who physically entered and was shown the Property during
the Listing Period or any extension by Broker or a cooperating broker; or (ii) for whom Broker or any cooperating broker
submitted to Seller a signed, written offer to acquire, lease, exchange or obtain an option on the Property. Seller, however,
shall have no obligation to Broker under paragraph 3A(2) unless, not later than the end of the Listing Period or any
extension or cancellation, Broker has given Seller a written notice of the names of such Prospective Buyers.
OR (3) If, without Broker's prior written consent, the Property is withdrawn from sale, conveyed, leased, rented, otherwise
transferred, or made unmarketable by a voluntary act of Seller during the Listing Period, or any extension.
B. If completion of the sale is prevented by a party to the transaction other than Seller, then compensation which otherwise would have
been earned under paragraph 3A shall be payable only if and when Seller collects damages by suit, arbitration, settlement or
otherwise, and then in an amount equal to the lesser of one-half of the damages recovered or the above compensation, after first
deducting title and escrow expenses and the expenses of collection, if any.
C. In addition, Seller agrees to pay Broker:
D. Seller has been advised of Broker's policy regarding cooperation with, and the amount of compensation offered to, other brokers.
(1) Broker is authorized to cooperate with and compensate brokers participating through the multiple listing service(s) ("MLS")
by offering to MLS brokers out of Broker's compensation specified in 3A, either [x| 3.000 percent of the
purchase price, or| |$
(2) Broker is authorized to cooperate with and compensate brokers operating outside the MLS as per Broker's policy.
E. Seller hereby irrevocably assigns to Broker the above compensation from Seller's funds and proceeds in escrow. Broker may
submit this Agreement, as instructions to compensate Broker pursuant to paragraph 3A, to any escrow regarding the Property
involving Seller and a buyer, Prospective Buyer or other transferee.
F. (1) Seller represents that Seller has not previously entered into a listing agreement with another broker regarding the Property,
unless specified as follows: WRITTEN CANCELLATION TO DELIVERED PRIOR TO 8/31/16.
(2) Seller warrants that Seller has no obligation to pay compensation to any other broker regarding the Property unless the
Property is transferred to any of the following individuals or entities:
(3) If the Property is sold to anyone listed above during the time Seller is obligated to compensate another broker: (i) Broker is
not entitled to compensation under this Agreement; and (ii) Broker is not obligated to represent Seller in such transaction.
. A. ITEMS EXCLUDED AND INCLUDED: Unless otherwise specified in a real estate purchase agreement, all fixtures and fittings
that are attached to the Property are included, and personal property items are excluded, from the purchase price.
ADDITIONAL ITEMS EXCLUDED: WINDOW TREATMENTS, DINING ROOM SCONCES, NON-FIXED MIRRORS & FURN_.
ADDITIONAL ITEMS INCLUDED: WASHHER/DRYER, TV'S ELECTRONICS, POTTED PLANTS, CHANDELIERS
Seller's Initials( PPB )( =i)
© 2015, California Association of REALTORS®, Inc.
RLA REVISED 12/15 (PAGE 1 OF 5) EQUAL HOUSING
OPPORTUNITY
RESIDENTIAL LISTING AGREEMENT - EXCLUSIVE (RLA PAGE 1 OF 5)
Partners Trust - The Malibu Life, 23410 Civic Center Way, Suite C1 Malibu, CA 90265 Phone: 310.818.5788 Fax: 310.919.3756 200 Toyopa
The Malibu Life Team Madison Hildebrand — Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com
PUI-TOYOPA-00773
DigiSign Verified: BE618C79-61D2-4EFO-8B3A-FD539A7F7053
Property Address: 200 Toyopa Drive, Pacific Palisades, 90272 Date: 08/26/2016
Seller intends that the above items be excluded or included in offering the Property for sale, but understands that: (i) the
purchase agreement supersedes any intention expressed above and will ultimately determine which items are excluded and
included in the sale; and (ii) Broker is not responsible for and does not guarantee that the above exclusions and/or inclusions will be
in the purchase agreement.
B. (1) Leased Items: The following items are leased:
|_| Solar power system [_|Alarm system [_] Propane tank [_]Water Softener
|_| Other
(2) Liened Items: The following items have been financed and a lien has been placed on the Property to secure payment:
|_| Solar power system |_| Windows or doors [_] Heating/Ventilation/Air conditioning system
|_| Other
Seller will provide to Buyer, as part of the sales agreement, copies of lease documents, or other documents obligating Seller to
pay for any such leased or liened item.
MULTIPLE LISTING SERVICE:
pa
Broker is a participant/subscriber to CLAW Multiple Listing Service (MLS) and possibly others. Unless
otherwise instructed in writing the Property will be listed with the MLS(s) specified above. That MLS is (or if checked [ is not) the
primary MLS for the geographic area of the Property. All terms of the transaction, including sales price and financing, if applicable,
(i) will be provided to the MLS in which the property is listed for publication, dissemination and use by persons and entities on terms
approved by the MLS and (ii) may be provided to the MLS even if the Property was not listed with the MLS.
BENEFITS OF USING THE MLS; IMPACT OF OPTING OUT OF THE MLS; PRESENTING ALL OFFERS
WHAT IS AN MLS? The MLS is a database of properties for sale that is available and disseminated to and accessible by all other real
estate agents who are participants or subscribers to the MLS. Property information submitted to the MLS describes the price, terms and
conditions under which the Seller's property is offered for sale (including but not limited to the listing broker's offer of compensation to
other brokers). It is likely that a significant number of real estate practitioners in any given area are participants or subscribers to the
MLS. The MLS may also be part of a reciprocal agreement to which other multiple listing services belong. Real estate agents belonging
to other multiple listing services that have reciprocal agreements with the MLS also have access to the information submitted to the
MLS. The MLS may further transmit listing information to Internet sites that post property listings online.
EXPOSURE TO BUYERS THROUGH MLS: Listing property with an MLS exposes a seller's property to all real estate agents and
brokers (and their potential buyer clients) who are participants or subscribers to the MLS or a reciprocating MLS.
CLOSED/PRIVATE LISTING CLUBS OR GROUPS: Closed or private listing clubs or groups are not the same as the MLS. The MLS
referred to above is accessible to all eligible real estate licensees and provides broad exposure for a listed property. Private or closed
listing clubs or groups of licensees may have been formed outside the MLS. Private or closed listing clubs or groups are accessible to a
more limited number of licensees and generally offer less exposure for listed property. Whether listing property through a closed, private
network - and excluding it from the MLS - is advantageous or disadvantageous to a seller, and why, should be discussed with the agent
taking the Seller's listing.
NOT LISTING PROPERTY IN A LOCAL MLS: If the Property is listed in an MLS which does not cover the geographic area where the
Property is located then real estate agents and brokers working that territory, and Buyers they represent looking for property in the
neighborhood, may not be aware the Property is for sale.
OPTING OUT OF MLS: If Seller elects to exclude the Property from the MLS, Seller understands and acknowledges that: (a) real
estate agents and brokers from other real estate offices, and their buyer clients, who have access to that MLS may not be aware that
Seller's Property is offered for sale; (b) Information about Seller's Property will not be transmitted from the MLS to various real estate
Internet sites that are used by the public to search for property listings; (c) real estate agents, brokers and members of the public may
be unaware of the terms and conditions under which Seller is marketing the Property.
REDUCTION IN EXPOSURE: Any reduction in exposure of the Property may lower the number of offers and negatively impact the
sales price.
PRESENTING ALL OFFERS: Seller understands that Broker must present all offers received for Seller's Property unless Seller gives
Broker written instructions to the contrary.
Seller's Initials (__ PV6 \( ) Broker's/agent's Initials (_ 4? GR ) |
B. MLS rules generally provide that residential real property and vacant lot listings be submitted to the MLS within 2 days or some
other period of time after all necessary signatures have been obtained on the listing agreement. Broker will not have to submit this
listing to the MLS if, within that time, Broker submits to the MLS an appropriate form signed by Seller.
[X| Seller elects to exclude the Property from the MLS as provided by C.A.R. Form SELM or the local equivalent form.
Seller's Initials ( _ ?VB )( )
RLA REVISED 12/15 (PAGE 2 OF 5) (=)
RESIDENTIAL LISTING AGREEMENT - EXCLUSIVE (RLA PAGE 2 OF 5) “GpPORTUNITY
Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 200 Toyopa
PUI-TOYOPA-00774
DigiSign Verified: BE618C79-61D2-4EF0-8B3A-FD539A7F7053
Property Address: 200 Toyopa Drive, Pacific Palisades, 90272 Date: 08/26/2016
C. MLS rules allow MLS data to be made available by the MLS to additional Internet sites unless Broker gives the MLS instructions to
the contrary. Seller acknowledges that for any of the below opt-out instructions to be effective, Seller must make them on a separate
instruction to Broker signed by Seller. Specific information that can be excluded from the Internet as permitted by (or in accordance
with) the MLS is as follows:
(1) Property Availability: Seller can instruct Broker to have the MLS not display the Property on the Internet.
(2) Property Address: Seller can instruct Broker to have the MLS not display the Property address on the Internet.
Seller understands that the above opt-outs would mean consumers searching for listings on the Internet may not see the Property or
Property's address in response to their search.
(3) Feature Opt-Outs: Seller can instruct Broker to advise the MLS that Seller does not want visitors to MLS Participant or
Subscriber Websites or Electronic Displays that display the Property listing to have the features below. Seller understands (i) that
these opt-outs apply only to Websites or Electronic Displays of MLS Participants and Subscribers who are real estate broker and
agent members of the MLS; (ii) that other Internet sites may or may not have the features set forth herein; and (iii) that neither
Broker nor the MLS may have the ability to control or block such features on other Internet sites.
(a) Comments And Reviews: The ability to write comments or reviews about the Property on those sites; or the ability to link to
another site containing such comments or reviews if the link is in immediate conjunction with the Property display.
(b) Automated Estimate Of Value: The ability to create an automated estimate of value or to link to another site containing such an
estimate of value if the link is in immediate conjunction with the Property display. [|Seller elects to opt out of certain Internet
features as provided by C.A.R. Form SELI or the local equivalent form.
6. SELLER REPRESENTATIONS: Seller represents that, unless otherwise specified in writing, Seller is unaware of: (i) any Notice of
Default recorded against the Property; (ii) any delinquent amounts due under any loan secured by, or other obligation affecting, the
Property; (iii) any bankruptcy, insolvency or similar proceeding affecting the Property; (iv) any litigation, arbitration, administrative
action, government investigation or other pending or threatened action that affects or may affect the Property or Seller's ability to
transfer it; and (v) any current, pending or proposed special assessments affecting the Property. Seller shall promptly notify Broker in
writing if Seller becomes aware of any of these items during the Listing Period or any extension thereof.
7. BROKER'S AND SELLER'S DUTIES:
A. Broker agrees to exercise reasonable effort and due diligence to achieve the purposes of this Agreement. Unless Seller gives
Broker written instructions to the contrary, Broker is authorized, but not required, to (i) order reports and disclosures including
those specified in 7C as necessary, (ii) advertise and market the Property by any method and in any medium selected by
Broker, including MLS and the Internet, and, to the extent permitted by these media, control the dissemination of the information
submitted to any medium; and (iii) disclose to any real estate licensee making an inquiry the receipt of any offers on the Property
and the offering price of such offers.
B. Seller agrees to consider offers presented by Broker, and to act in good faith to accomplish the sale of the Property by, among
other things, making the Property available for showing at reasonable times and, subject to paragraph 3F, referring to Broker all
inquiries of any party interested in the Property. Seller is responsible for determining at what price to list and sell the Property.
C. Investigations and Reports: Seller agrees, within 5 (or__) Days of the beginning date of this Agreement, to pay for the following
Poth reports: [X|Structural Pest Control [ |General Property Inspection [x|Homeowners Association Documents
Other .
D. Seller further agrees to indemnify, defend and hold Broker harmless from all claims, disputes, litigation, judgments attorney fees
and costs arising from any incorrect or incomplete information supplied by Seller, or from any material facts that Seller knows
but fails to disclose.
8. DEPOSIT: Broker is authorized to accept and hold on Seller's behalf any deposits to be applied toward the purchase price.
9. AGENCY RELATIONSHIPS:
A. Disclosure: The Seller acknowledges receipt of a |X| “Disclosure Regarding Real Estate Agency Relationships” (C.A.R. Form AD).
B. Seller Representation: Broker shall represent Seller in any resulting transaction, except as specified in paragraph 3F.
C. Possible Dual Agency With Buyer: Depending upon the circumstances, it may be necessary or appropriate for Broker to act as
an agent for both Seller and buyer, exchange party, or one or more additional parties (“Buyer”). Broker shall, as soon as
practicable, disclose to Seller any election to act as a dual agent representing both Seller and Buyer. If a Buyer is procured
directly by Broker or an associate-licensee in Broker's firm, Seller hereby consents to Broker acting as a dual agent for Seller and
Buyer. In the event of an exchange, Seller hereby consents to Broker collecting compensation from additional parties for services
rendered, provided there is disclosure to all parties of such agency and compensation. Seller understands and agrees that: (i)
Broker, without the prior written consent of Seller, will not disclose to Buyer that Seller is willing to sell the Property at a price less
than the listing price; (ii) Broker, without the prior written consent of Buyer, will not disclose to Seller that Buyer is willing to pay a
price greater than the offered price; and (iii) except for (i) and (ii) above, a dual agent is obligated to disclose known facts
materially affecting the value or desirability of the Property to both parties.
D. Confirmation: If the Property includes residential property with one-to-four dwelling units, Broker shall confirm the agency
relationship described above, or as modified, in writing, prior to or concurrent with Seller's execution of a purchase agreement.
E. Potentially Competing Sellers and Buyers: Seller understands that Broker may have or obtain listings on other properties, and
that potential buyers may consider, make offers on, or purchase through Broker, property the same as or similar to Seller's
Property. Seller consents to Broker's representation of sellers and buyers of other properties before, during and after the end of
this Agreement. Seller acknowledges receipt of a [x] “Possible Representation of More than One Buyer or Seller - Disclosure and
Consent” (C.A.R. Form PRBS).
PUB
Seller's Initials( (i)
RLA REVISED 12/15 (PAGE 3 OF 5)
RESIDENTIAL LISTING AGREEMENT - EXCLUSIVE (RLA PAGE 3 OF 5) “GpPORTUNITY
Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 200 Toyopa
PUI-TOYOPA-00775
DigiSign Verified: BE618C79-61D2-4EF0-8B3A-FD539A7F7053
Property Address: 200 Toyopa Drive, Pacific Palisades, 90272 Date: 08/26/2016
10. SECURITY AND INSURANCE: Broker is not responsible for loss of or damage to personal or real property, or person, whether
attributable to use of a keysafe/lockbox, a showing of the Property, or otherwise. Third parties, including, but not limited to, appraisers,
inspectors, brokers and prospective buyers, may have access to, and take videos and photographs of, the interior of the Property.
Seller agrees: (i) to take reasonable precautions to safeguard and protect valuables that might be accessible during showings of the
Property; and (ii) to obtain insurance to protect against these risks. Broker does not maintain insurance to protect Seller.
11. PHOTOGRAPHS AND INTERNET ADVERTISING:
A. In order to effectively market the Property for sale it is often necessary to provide photographs, virtual tours and other media to
buyers. Seller agrees (or |_| checked, does not agree) that Broker may photograph or otherwise electronically capture images of
the exterior and interior of the Property (“Images”) for static and/or virtual tours of the Property by buyers and others for use on
Broker's website, the MLS, and other marketing materials and sites. Seller acknowledges that once Images are placed on the
Internet neither Broker nor Seller has control over who can view such Images and what use viewers may make of the Images, or
how long such Images may remain available on the Internet. Seller further assigns any rights in all Images to the Broker and
agrees that such Images are the property of Broker and that Broker may use such Images for advertising, including post sale
and for Broker's business in the future.
B. Seller acknowledges that prospective buyers and/or other persons coming onto the property may take photographs, videos or
other images of the property. Seller understands that Broker does not have the ability to control or block the taking and use of
Images by any such persons. (If checked ) [ | Seller instructs Broker to publish in the MLS that taking of Images is limited to
those persons preparing Appraisal or Inspection reports. Seller acknowledges that unauthorized persons may take images who
do not have access to or have not read any limiting instruction in the MLS or who take images regardless of any limiting
instruction in the MLS. Once Images are taken and/or put into electronic display on the Internet or otherwise, neither Broker nor
Seller has control over who views such Images nor what use viewers may make of the Images.
12. KEYSAFE/LOCKBOx: A keysafe/lockbox is designed to hold a key to the Property to permit access to the Property by Broker,
cooperating brokers, MLS participants, their authorized licensees and representatives, authorized inspectors, and accompanied
prospective buyers. Broker, cooperating brokers, MLS and Associations/Boards of REALTORS® are not insurers against injury,
theft, loss, vandalism or damage attributed to the use of a keysafe/lockbox. Seller does (or if checked | | does not) authorize Broker
to install a keysafe/lockbox. If Seller does not occupy the Property, Seller shall be responsible for obtaining occupant(s)' written
permission for use of a keysafe/lockbox (C.A.R. Form KLA).
13. SIGN: Seller does (or if checked |_| does not) authorize Broker to install a FOR SALE/SOLD sign on the Property.
14. EQUAL HOUSING OPPORTUNITY: The Property is offered in compliance with federal, state and local anti-discrimination laws.
15. ATTORNEY FEES: In any action, proceeding or arbitration between Seller and Broker regarding the obligation to pay compensation
under this Agreement, the prevailing Seller or Broker shall be entitled to reasonable attorney fees and costs from the non-prevailing
Seller or Broker, except as provided in paragraph 19A.
16. ADDITIONAL TERMS: | |REO Advisory Listing (C.A.R. Form REOL)| | Short Sale Information and Advisory (C.A.R. Form SSIA)
[X| Trust Advisory (C.A.R. Form TAL)
17. MANAGEMENT APPROVAL: If an associate-licensee in Broker's office (salesperson or broker-associate) enters into this Agreement
on Broker's behalf, and Broker or Manager does not approve of its terms, Broker or Manager has the right to cancel this Agreement, in
writing, within 5 Days After its execution.
18. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon Seller and Seller's successors and assigns.
19. DISPUTE RESOLUTION:
A. MEDIATION: Seller and Broker agree to mediate any dispute or claim arising between them regarding the obligation to pay
compensation under this Agreement, before resorting to arbitration or court action. 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 (i) commences an
action without first attempting to resolve the matter through mediation, or (ii) before commencement of an action, 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. Exclusions from this mediation agreement are specified in paragraph 19C.
B. ARBITRATION OF DISPUTES:
Seller and Broker agree that any dispute or claim in Law or equity arising between them regarding the obligation to pay
compensation under this Agreement, which is not settled through mediation, shall be decided by neutral, binding
arbitration. The arbitrator shall be a retired judge or justice, or an attorney with at least 5 years of residential real estate
Law experience, unless the parties mutually agree to a different arbitrator. The parties shall have the right to discovery
in accordance with Code of Civil Procedure §1283.05. In all other respects, the arbitration shall be conducted in
accordance with Title 9 of Part 3 of the Code of Civil Procedure. Judgment upon the award of the arbitrator(s) may be
entered into any court having jurisdiction. Enforcement of this agreement to arbitrate shall be governed by the Federal
Arbitration Act. Exclusions from this arbitration agreement are specified in paragraph 19C.
Seller's Initials( (i)
RLA REVISED 12/15 (PAGE 4 OF 5) EQUAL HOUSING
OPPORTUNITY
RESIDENTIAL LISTING AGREEMENT - EXCLUSIVE (RLA PAGE 4 OF 5)
Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 200 Toyopa
PUI-TOYOPA-00776
DigiSign Verified: BE618C79-61D2-4EF0-8B3A-FD539A7F7053
Property Address: 200 Toyopa Drive, Pacific Palisades, 90272 Date: 08/26/2016
“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.” GK ow
i MDH 7 "
Seller's Initials me / Broker's/agent's Initials "i / wu
C. ADDITIONAL MEDIATION AND ARBITRATION TERMS: The following matters shall be 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; and (iv) any matter that is within the jurisdiction of a probate, small claims or
bankruptcy court. 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 waiver or violation of the
mediation and arbitration provisions.
20. ENTIRE AGREEMENT: All prior discussions, negotiations and agreements between the parties concerning the subject matter of
this Agreement are superseded by this Agreement, which constitutes the entire contract and a complete and exclusive expression of
their agreement, 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. This Agreement and any supplement, addendum or modification, including any photocopy or facsimile, may be executed in
counterparts.
21. OWNERSHIP, TITLE AND AUTHORITY: Seller warrants that: (i) Seller is the owner of the Property; (ii) no other persons or entities
have title to the Property; and (iii) Seller has the authority to both execute this Agreement and sell the Property. Exceptions to
ownership, title and authority are as follows:
[X/ REPRESENTATIVE CAPACITY: This Listing Agreement is being signed for Seller by an individual acting in a Representative
Capacity as specified in the attached Representative Capacity Signature Disclosure (C.A.R. Form RCSD-S). Wherever the signature or
initials of the representative identified in the RCSD appear on this Agreement or any related documents, it shall be deemed to be ina
representative capacity for the entity described and not in an individual capacity, unless otherwise indicated. Seller (i) represents that
the entity for which the individual is signing already exists and (ii) shall Deliver to Broker, within 3 Days After Execution of this
Agreement, evidence of authority to act (such as but not limited to: applicable trust document, or portion thereof, letters testamentary,
court order, power of attorney, resolution, or formation documents of the business entity).
By signing below, Seller acknowledges that Seller has read, understands, received a copy of and agrees to the terms of this
Agreement.
seller \
Paul Y. Boot, Truster, The Anything Trust Date 8/29/2016 | 10:24 AM PDT
The Anything Trust, Trustee Paul D Booth
Address City State Zip
Telephone Fax E-mail
Seller Date
Address City State Zip
Telephone Fax E-mail
Real Estate Broker (Firm) PARTNERS TRUST
Preview
DocuSign Envelope ID: CA870917-E78E-43C7-B967-3D74309D9169 ELECTRONICALLY FILED superior Court of California, County of Placer 07/30/2020 SHANNON B. JONES LAW GROUP, INC. By: Laurel Sanders, Deputy Clerk SHANNON B. JONES (Bar No. 149222) sbi@sbj-law.com LINDSEY A. MORGAN (Bar No. 274214) laniv@isbj-law.com 208 W. El Pintado Road Danville, California 94526 Telephone: (925) 837-2317 Facstmile: (925) 837-483] Attorneys for Plaintiff PACIFIC UNION INTERNATIONAL, INC. IN THE SUPERIOR COURT OF THE STATE OF CALIFORNIA IN AND FOR THE COUNTY OF PLACER 10 11 PACIFIC UNION INTERNATIONAL, INC., ) Case No. SCV0042080 12 _ ) Plaintiff, ) DECLARATION OF MADISON ) HILDEBRAND IN OPPOSITION TO 13 v. DEFENDANTS’ MOTION FOR SUMMARY JUDGMENT 14 ERIK LUDWICK, an individual and ) beneficiary of The Anything Trust Dated ) 15 October 12, 2007; THE ANYTHING TRUST) DATED OCTOBER 12, 2007; PAUL D. ) Date: August 13, 2020 16 BOOTH, in his capacity as trustee of The ) Time: 9:30 a.m. Anything Trust Dated October 12,2007; and ) Dept: 42 17 DOES 1-50, ) ) Complaint Filed: November 7, 2018 18 Derendanis: Trial Date: September 21, 2020 19 ) ) 20 21 I, Madison Hildebrand, declare: 22 1. I am areal estate salesperson affiliated with Pacific Union, Inc. I have 23 personal knowledge of the facts set forth in this declaration and if called upon to testify, I could 24 and would competently testify thereto, except as to those matters stated upon information and 25 belief and as to those matters, J am informed and believe them to be true. 26 2. In August 2016, I entered into a listing agreement with Paul Booth 27 (“Trustee”), Trustee of the Anything Trust Dated October 12, 2007 (the “Trust’”), for the sale of 28 real property located at 200 Toyopa Drive, Pacific Palisades, California (the ““Property”). A true DECLARATION OF MADISON HILDEBRAND IN OPPOSITION TO DEFENDANTS’ MOTION FOR SUMMARY JUDGMENT DocuSign Envelope ID: CA87D917-E78E-43C7-B967-3D74309D9169 and correct copy of the listing agreement, and subsequent modifications thereto, is attached hereto as Exhibit 1. 3. While the original listing price was Twenty Million Dollars ($20,000,000), the listing was modified several times to be lowered. The final modification, executed by Trustee on July 7, 2017, required the Property to be put on hold in the MLS immediately upon entering a price reduction to Sixteen Million, Eight Hundred Eighty Thousand Dollars ($16,880,000). This modification is included in Exhibit 1. 4. Over the next year, I engaged in efforts to market and sell the Property. These included holding events at the Property, marketing it in a number of publications, reviewing 10 market trends, holding broker tours, keeping the client aware of all developments, and ib communicating with various interested potential buyers. The Property had been on the market 12 since at least April 2015. 13 5. On August 22, 2017, Tony Antoci made a verbal offer to purchase the 14 Property for $16,000,000 in cash with a sixty (60) day escrow period. 15 6. On August 24, 2017, Behdad Eghbali submitted an offer to purchase the 16 Property to the Trust for $15,800,0000 in cash. I represented Mr. Eghbali in this offer. 17 7. On August 27, 2017, I sent Defendants an email enclosing the final 18 Residential Purchase Agreement which had just been provided to Tony Antoci, with a purchase 19 price of $15,884,375, and commission of four and a half percent (4.5%). The email included 20 discussions about the alternative offer from Mr. Eghbali. The email inadvertently was sent to 21 Tony Antoci’s wife, who I did not intend to include. A true and correct copy of my August 27, 22 2017 email is attached hereto as Exhibit 2. 23 8. On August 28, 2017, Tony Antoci and his wife signed the Residential 24 Purchase Agreement agreeing to buy the Property for $15,884,375, and the Property went into 25 contract. 26 9, On August 31, 2017, I sent Ludwick and Paul Booth an exclusion list of 27 potential clients, pursuant to the Listing Agreement. The list included Behdad Eghbali. A true and 28 correct copy of this communication is attached hereto as Exhibit 3. 2 DECLARATION OF MADISON HILDEBRAND IN OPPOSITION TO DEFENDANTS’ MOTION FOR SUMMARY JUDGMENT DocuSign Envelope ID: CA87D917-E78E-43C7-B967-3D74309D9169 10. On September 13, 2017, Tony Antoci submitted a request for repair seeking a reduction in the purchase price to $15,709,375.00. 11. On September 13, 2017, Behdad Eghbali emailed me and told me he would like to make another offer on the Property, for $16,300,000 with no contingencies. 12. On September 15, 2017, Ludwick responded to Tony Antoci’s request for repair, proposing a reduction in the purchase price to $15,883,375.00 and demanding Tony Antoci remove all contingencies and release his deposit. Tony Antoci did not agree to these terms, and the contract was cancelled that day. 13. On September 16, 2017, the Property went into contract for sale to Behdad 10 Eghbali with a purchase price of $16,300,000 and no contingencies. A true and correct copy of the 11 Behdad Eghbali Residential Purchase Agreement is attached hereto as Exhibit 4. 12 14. On September 17, 2017, Ludwick sent me an email demanding that I accept 13 a commission of two and a half percent (2.5%) of the total sale price of the Property. In the email, 14 Ludwick is referring lo me ayreeiny to accept a lower conunission on a different property I assisted 15 him with purchasing at Malibu Road. J accepted a lower commission on the Malibu Road 16 purchase because I had been friends with Ludwick’s wife for thirteen years and wanted to help 17 them successfully purchase a new home, and they were purchasing that home before the sale of the 18 Property had been accomplished. A true and correct copy of the email I received from Ludwick is 19 attached hereto as Exhibit 5. 20 15. On September 18, 2017, I responded to Ludwick and indicated that I was 21 unable to reduce the commission any lower than four and one-half percent (4.5%), as I represented 22 both sides of the transaction, had already helped them by lowering my commission on the Malibu 23 Road sale, and because my former brokerage, Partners Trust, had been acquired by Pacific Union 24 International, Inc. A true and correct copy of that email is attached hereto as Exhibit 6. 25 16. I did not know Defendants refused to pay the commission until Cynthia 26 Schmon from Terra Coastal Escrow called me on November 9, 2017 to ask if 1 knew why Paul 27 Booth returned the Seller’s Closing Statement without signing the commission instructions. 28 /// 3 DECLARATION OF MADISON HILDEBRAND IN OPPOSITION TO DEFENDANTS’ MOTION FOR SUMMARY JUDGMENT DocuSign Envelope ID: CA87D917-E78E-43C7-B967-3D74309D9169 17. As of the day of this declaration, I have received no compensation for my 2 || work in selling the Property for $16,300,000 in November 2017. 3 I declare under penalty of perjury under the laws of the State of California that the 4 |! foregoing is true and correct. Executed on July oe 2020, at Malibu, California. 5 Docusigned by: [Hadise Hildebrand S98 140DSFE8E426 MADISON HILDEBRAND 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 4 DECLARATION OF MADISON HILDEBRAND IN OPPOSITION TO DEFENDANTS’ MOTION FOR SUMMARY JUDGMENT Exhibit 1 DigiSign Verified: BE618C79-61D2-4EFO-8B3A-FD539A7F7053 CATTFORNTA RESIDENTIAL LISTING AGREEMENT SD Re SS Ss y ASSOCIATION (Exclusive Authorization and Right to Sell) % OF REALTORS® (C.A.R. Form RLA, Revised 12/15) Date Prepared: 08/26/2016 1. EXCLUSIVE RIGHT TO SELL: The Anything Trust, Trustee Paul D Booth (“Seller”) hereby employs and grants PARTNERS TRUST (“Broker”) beginning (date) September 1, 2016 and ending at 11:59 P.M. on (date) February 28, 2017 (“Listing Period”) the exclusive and irrevocable right to sell or exchange the real property described as 200 Toyopa Drive , situated in Pacific Palisades (City), Los Angeles (County), California, 90272 (Zip Code), Assessor's Parcel No. _4411-026-001 (“Property”). This Property is a manufactured (mobile) home. See addendum for additional terms. |_| This Property is being sold as part of a probate, conservatorship or guardianship. See addendum for additional terms. LISTING PRICE AND TERMS: A. The listing price shall be: Twenty Million Dollars ($ 20,000,000.00 ). B. Listing Terms: COMPENSATION TO BROKER: Notice: The amount or rate of real estate commissions is not fixed by law. They are set by each Broker individually and may be negotiable between Seller and Broker (real estate commissions include all compensation and fees to Broker). A. Seller agrees to pay to Broker as compensation for services irrespective of agency relationship(s), either [X|__6.000 _ percent of the listing price (or if a purchase agreement is entered into, of the purchase price), or [ ]$ ; AND , as follows: (1) If during the Listing Period, or any extension, Broker, cooperating broker, Seller or any other person procures a ready, willing, and able buyer(s) whose offer to purchase the Property on any price and terms is accepted by Seller, provided the Buyer completes the transaction or is prevented from doing so by Seller. (Broker is entitled to compensation whether any escrow resulting from such offer closes during or after the expiration of the Listing Period, or any extension.) OR (2) If within 180 ___ calendar days (a) after the end of the Listing Period or any extension; or (b) after any cancellation of this Agreement, unless otherwise agreed, Seller enters into a contract to sell, convey, lease or otherwise transfer the Property to anyone (“Prospective Buyer”) or that person's related entity: (i) who physically entered and was shown the Property during the Listing Period or any extension by Broker or a cooperating broker; or (ii) for whom Broker or any cooperating broker submitted to Seller a signed, written offer to acquire, lease, exchange or obtain an option on the Property. Seller, however, shall have no obligation to Broker under paragraph 3A(2) unless, not later than the end of the Listing Period or any extension or cancellation, Broker has given Seller a written notice of the names of such Prospective Buyers. OR (3) If, without Broker's prior written consent, the Property is withdrawn from sale, conveyed, leased, rented, otherwise transferred, or made unmarketable by a voluntary act of Seller during the Listing Period, or any extension. B. If completion of the sale is prevented by a party to the transaction other than Seller, then compensation which otherwise would have been earned under paragraph 3A shall be payable only if and when Seller collects damages by suit, arbitration, settlement or otherwise, and then in an amount equal to the lesser of one-half of the damages recovered or the above compensation, after first deducting title and escrow expenses and the expenses of collection, if any. C. In addition, Seller agrees to pay Broker: D. Seller has been advised of Broker's policy regarding cooperation with, and the amount of compensation offered to, other brokers. (1) Broker is authorized to cooperate with and compensate brokers participating through the multiple listing service(s) ("MLS") by offering to MLS brokers out of Broker's compensation specified in 3A, either [x| 3.000 percent of the purchase price, or| |$ (2) Broker is authorized to cooperate with and compensate brokers operating outside the MLS as per Broker's policy. E. Seller hereby irrevocably assigns to Broker the above compensation from Seller's funds and proceeds in escrow. Broker may submit this Agreement, as instructions to compensate Broker pursuant to paragraph 3A, to any escrow regarding the Property involving Seller and a buyer, Prospective Buyer or other transferee. F. (1) Seller represents that Seller has not previously entered into a listing agreement with another broker regarding the Property, unless specified as follows: WRITTEN CANCELLATION TO DELIVERED PRIOR TO 8/31/16. (2) Seller warrants that Seller has no obligation to pay compensation to any other broker regarding the Property unless the Property is transferred to any of the following individuals or entities: (3) If the Property is sold to anyone listed above during the time Seller is obligated to compensate another broker: (i) Broker is not entitled to compensation under this Agreement; and (ii) Broker is not obligated to represent Seller in such transaction. . A. ITEMS EXCLUDED AND INCLUDED: Unless otherwise specified in a real estate purchase agreement, all fixtures and fittings that are attached to the Property are included, and personal property items are excluded, from the purchase price. ADDITIONAL ITEMS EXCLUDED: WINDOW TREATMENTS, DINING ROOM SCONCES, NON-FIXED MIRRORS & FURN_. ADDITIONAL ITEMS INCLUDED: WASHHER/DRYER, TV'S ELECTRONICS, POTTED PLANTS, CHANDELIERS Seller's Initials( PPB )( =i) © 2015, California Association of REALTORS®, Inc. RLA REVISED 12/15 (PAGE 1 OF 5) EQUAL HOUSING OPPORTUNITY RESIDENTIAL LISTING AGREEMENT - EXCLUSIVE (RLA PAGE 1 OF 5) Partners Trust - The Malibu Life, 23410 Civic Center Way, Suite C1 Malibu, CA 90265 Phone: 310.818.5788 Fax: 310.919.3756 200 Toyopa The Malibu Life Team Madison Hildebrand — Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com PUI-TOYOPA-00773 DigiSign Verified: BE618C79-61D2-4EFO-8B3A-FD539A7F7053 Property Address: 200 Toyopa Drive, Pacific Palisades, 90272 Date: 08/26/2016 Seller intends that the above items be excluded or included in offering the Property for sale, but understands that: (i) the purchase agreement supersedes any intention expressed above and will ultimately determine which items are excluded and included in the sale; and (ii) Broker is not responsible for and does not guarantee that the above exclusions and/or inclusions will be in the purchase agreement. B. (1) Leased Items: The following items are leased: |_| Solar power system [_|Alarm system [_] Propane tank [_]Water Softener |_| Other (2) Liened Items: The following items have been financed and a lien has been placed on the Property to secure payment: |_| Solar power system |_| Windows or doors [_] Heating/Ventilation/Air conditioning system |_| Other Seller will provide to Buyer, as part of the sales agreement, copies of lease documents, or other documents obligating Seller to pay for any such leased or liened item. MULTIPLE LISTING SERVICE: pa Broker is a participant/subscriber to CLAW Multiple Listing Service (MLS) and possibly others. Unless otherwise instructed in writing the Property will be listed with the MLS(s) specified above. That MLS is (or if checked [ is not) the primary MLS for the geographic area of the Property. All terms of the transaction, including sales price and financing, if applicable, (i) will be provided to the MLS in which the property is listed for publication, dissemination and use by persons and entities on terms approved by the MLS and (ii) may be provided to the MLS even if the Property was not listed with the MLS. BENEFITS OF USING THE MLS; IMPACT OF OPTING OUT OF THE MLS; PRESENTING ALL OFFERS WHAT IS AN MLS? The MLS is a database of properties for sale that is available and disseminated to and accessible by all other real estate agents who are participants or subscribers to the MLS. Property information submitted to the MLS describes the price, terms and conditions under which the Seller's property is offered for sale (including but not limited to the listing broker's offer of compensation to other brokers). It is likely that a significant number of real estate practitioners in any given area are participants or subscribers to the MLS. The MLS may also be part of a reciprocal agreement to which other multiple listing services belong. Real estate agents belonging to other multiple listing services that have reciprocal agreements with the MLS also have access to the information submitted to the MLS. The MLS may further transmit listing information to Internet sites that post property listings online. EXPOSURE TO BUYERS THROUGH MLS: Listing property with an MLS exposes a seller's property to all real estate agents and brokers (and their potential buyer clients) who are participants or subscribers to the MLS or a reciprocating MLS. CLOSED/PRIVATE LISTING CLUBS OR GROUPS: Closed or private listing clubs or groups are not the same as the MLS. The MLS referred to above is accessible to all eligible real estate licensees and provides broad exposure for a listed property. Private or closed listing clubs or groups of licensees may have been formed outside the MLS. Private or closed listing clubs or groups are accessible to a more limited number of licensees and generally offer less exposure for listed property. Whether listing property through a closed, private network - and excluding it from the MLS - is advantageous or disadvantageous to a seller, and why, should be discussed with the agent taking the Seller's listing. NOT LISTING PROPERTY IN A LOCAL MLS: If the Property is listed in an MLS which does not cover the geographic area where the Property is located then real estate agents and brokers working that territory, and Buyers they represent looking for property in the neighborhood, may not be aware the Property is for sale. OPTING OUT OF MLS: If Seller elects to exclude the Property from the MLS, Seller understands and acknowledges that: (a) real estate agents and brokers from other real estate offices, and their buyer clients, who have access to that MLS may not be aware that Seller's Property is offered for sale; (b) Information about Seller's Property will not be transmitted from the MLS to various real estate Internet sites that are used by the public to search for property listings; (c) real estate agents, brokers and members of the public may be unaware of the terms and conditions under which Seller is marketing the Property. REDUCTION IN EXPOSURE: Any reduction in exposure of the Property may lower the number of offers and negatively impact the sales price. PRESENTING ALL OFFERS: Seller understands that Broker must present all offers received for Seller's Property unless Seller gives Broker written instructions to the contrary. Seller's Initials (__ PV6 \( ) Broker's/agent's Initials (_ 4? GR ) | B. MLS rules generally provide that residential real property and vacant lot listings be submitted to the MLS within 2 days or some other period of time after all necessary signatures have been obtained on the listing agreement. Broker will not have to submit this listing to the MLS if, within that time, Broker submits to the MLS an appropriate form signed by Seller. [X| Seller elects to exclude the Property from the MLS as provided by C.A.R. Form SELM or the local equivalent form. Seller's Initials ( _ ?VB )( ) RLA REVISED 12/15 (PAGE 2 OF 5) (=) RESIDENTIAL LISTING AGREEMENT - EXCLUSIVE (RLA PAGE 2 OF 5) “GpPORTUNITY Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 200 Toyopa PUI-TOYOPA-00774 DigiSign Verified: BE618C79-61D2-4EF0-8B3A-FD539A7F7053 Property Address: 200 Toyopa Drive, Pacific Palisades, 90272 Date: 08/26/2016 C. MLS rules allow MLS data to be made available by the MLS to additional Internet sites unless Broker gives the MLS instructions to the contrary. Seller acknowledges that for any of the below opt-out instructions to be effective, Seller must make them on a separate instruction to Broker signed by Seller. Specific information that can be excluded from the Internet as permitted by (or in accordance with) the MLS is as follows: (1) Property Availability: Seller can instruct Broker to have the MLS not display the Property on the Internet. (2) Property Address: Seller can instruct Broker to have the MLS not display the Property address on the Internet. Seller understands that the above opt-outs would mean consumers searching for listings on the Internet may not see the Property or Property's address in response to their search. (3) Feature Opt-Outs: Seller can instruct Broker to advise the MLS that Seller does not want visitors to MLS Participant or Subscriber Websites or Electronic Displays that display the Property listing to have the features below. Seller understands (i) that these opt-outs apply only to Websites or Electronic Displays of MLS Participants and Subscribers who are real estate broker and agent members of the MLS; (ii) that other Internet sites may or may not have the features set forth herein; and (iii) that neither Broker nor the MLS may have the ability to control or block such features on other Internet sites. (a) Comments And Reviews: The ability to write comments or reviews about the Property on those sites; or the ability to link to another site containing such comments or reviews if the link is in immediate conjunction with the Property display. (b) Automated Estimate Of Value: The ability to create an automated estimate of value or to link to another site containing such an estimate of value if the link is in immediate conjunction with the Property display. [|Seller elects to opt out of certain Internet features as provided by C.A.R. Form SELI or the local equivalent form. 6. SELLER REPRESENTATIONS: Seller represents that, unless otherwise specified in writing, Seller is unaware of: (i) any Notice of Default recorded against the Property; (ii) any delinquent amounts due under any loan secured by, or other obligation affecting, the Property; (iii) any bankruptcy, insolvency or similar proceeding affecting the Property; (iv) any litigation, arbitration, administrative action, government investigation or other pending or threatened action that affects or may affect the Property or Seller's ability to transfer it; and (v) any current, pending or proposed special assessments affecting the Property. Seller shall promptly notify Broker in writing if Seller becomes aware of any of these items during the Listing Period or any extension thereof. 7. BROKER'S AND SELLER'S DUTIES: A. Broker agrees to exercise reasonable effort and due diligence to achieve the purposes of this Agreement. Unless Seller gives Broker written instructions to the contrary, Broker is authorized, but not required, to (i) order reports and disclosures including those specified in 7C as necessary, (ii) advertise and market the Property by any method and in any medium selected by Broker, including MLS and the Internet, and, to the extent permitted by these media, control the dissemination of the information submitted to any medium; and (iii) disclose to any real estate licensee making an inquiry the receipt of any offers on the Property and the offering price of such offers. B. Seller agrees to consider offers presented by Broker, and to act in good faith to accomplish the sale of the Property by, among other things, making the Property available for showing at reasonable times and, subject to paragraph 3F, referring to Broker all inquiries of any party interested in the Property. Seller is responsible for determining at what price to list and sell the Property. C. Investigations and Reports: Seller agrees, within 5 (or__) Days of the beginning date of this Agreement, to pay for the following Poth reports: [X|Structural Pest Control [ |General Property Inspection [x|Homeowners Association Documents Other . D. Seller further agrees to indemnify, defend and hold Broker harmless from all claims, disputes, litigation, judgments attorney fees and costs arising from any incorrect or incomplete information supplied by Seller, or from any material facts that Seller knows but fails to disclose. 8. DEPOSIT: Broker is authorized to accept and hold on Seller's behalf any deposits to be applied toward the purchase price. 9. AGENCY RELATIONSHIPS: A. Disclosure: The Seller acknowledges receipt of a |X| “Disclosure Regarding Real Estate Agency Relationships” (C.A.R. Form AD). B. Seller Representation: Broker shall represent Seller in any resulting transaction, except as specified in paragraph 3F. C. Possible Dual Agency With Buyer: Depending upon the circumstances, it may be necessary or appropriate for Broker to act as an agent for both Seller and buyer, exchange party, or one or more additional parties (“Buyer”). Broker shall, as soon as practicable, disclose to Seller any election to act as a dual agent representing both Seller and Buyer. If a Buyer is procured directly by Broker or an associate-licensee in Broker's firm, Seller hereby consents to Broker acting as a dual agent for Seller and Buyer. In the event of an exchange, Seller hereby consents to Broker collecting compensation from additional parties for services rendered, provided there is disclosure to all parties of such agency and compensation. Seller understands and agrees that: (i) Broker, without the prior written consent of Seller, will not disclose to Buyer that Seller is willing to sell the Property at a price less than the listing price; (ii) Broker, without the prior written consent of Buyer, will not disclose to Seller that Buyer is willing to pay a price greater than the offered price; and (iii) except for (i) and (ii) above, a dual agent is obligated to disclose known facts materially affecting the value or desirability of the Property to both parties. D. Confirmation: If the Property includes residential property with one-to-four dwelling units, Broker shall confirm the agency relationship described above, or as modified, in writing, prior to or concurrent with Seller's execution of a purchase agreement. E. Potentially Competing Sellers and Buyers: Seller understands that Broker may have or obtain listings on other properties, and that potential buyers may consider, make offers on, or purchase through Broker, property the same as or similar to Seller's Property. Seller consents to Broker's representation of sellers and buyers of other properties before, during and after the end of this Agreement. Seller acknowledges receipt of a [x] “Possible Representation of More than One Buyer or Seller - Disclosure and Consent” (C.A.R. Form PRBS). PUB Seller's Initials( (i) RLA REVISED 12/15 (PAGE 3 OF 5) RESIDENTIAL LISTING AGREEMENT - EXCLUSIVE (RLA PAGE 3 OF 5) “GpPORTUNITY Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 200 Toyopa PUI-TOYOPA-00775 DigiSign Verified: BE618C79-61D2-4EF0-8B3A-FD539A7F7053 Property Address: 200 Toyopa Drive, Pacific Palisades, 90272 Date: 08/26/2016 10. SECURITY AND INSURANCE: Broker is not responsible for loss of or damage to personal or real property, or person, whether attributable to use of a keysafe/lockbox, a showing of the Property, or otherwise. Third parties, including, but not limited to, appraisers, inspectors, brokers and prospective buyers, may have access to, and take videos and photographs of, the interior of the Property. Seller agrees: (i) to take reasonable precautions to safeguard and protect valuables that might be accessible during showings of the Property; and (ii) to obtain insurance to protect against these risks. Broker does not maintain insurance to protect Seller. 11. PHOTOGRAPHS AND INTERNET ADVERTISING: A. In order to effectively market the Property for sale it is often necessary to provide photographs, virtual tours and other media to buyers. Seller agrees (or |_| checked, does not agree) that Broker may photograph or otherwise electronically capture images of the exterior and interior of the Property (“Images”) for static and/or virtual tours of the Property by buyers and others for use on Broker's website, the MLS, and other marketing materials and sites. Seller acknowledges that once Images are placed on the Internet neither Broker nor Seller has control over who can view such Images and what use viewers may make of the Images, or how long such Images may remain available on the Internet. Seller further assigns any rights in all Images to the Broker and agrees that such Images are the property of Broker and that Broker may use such Images for advertising, including post sale and for Broker's business in the future. B. Seller acknowledges that prospective buyers and/or other persons coming onto the property may take photographs, videos or other images of the property. Seller understands that Broker does not have the ability to control or block the taking and use of Images by any such persons. (If checked ) [ | Seller instructs Broker to publish in the MLS that taking of Images is limited to those persons preparing Appraisal or Inspection reports. Seller acknowledges that unauthorized persons may take images who do not have access to or have not read any limiting instruction in the MLS or who take images regardless of any limiting instruction in the MLS. Once Images are taken and/or put into electronic display on the Internet or otherwise, neither Broker nor Seller has control over who views such Images nor what use viewers may make of the Images. 12. KEYSAFE/LOCKBOx: A keysafe/lockbox is designed to hold a key to the Property to permit access to the Property by Broker, cooperating brokers, MLS participants, their authorized licensees and representatives, authorized inspectors, and accompanied prospective buyers. Broker, cooperating brokers, MLS and Associations/Boards of REALTORS® are not insurers against injury, theft, loss, vandalism or damage attributed to the use of a keysafe/lockbox. Seller does (or if checked | | does not) authorize Broker to install a keysafe/lockbox. If Seller does not occupy the Property, Seller shall be responsible for obtaining occupant(s)' written permission for use of a keysafe/lockbox (C.A.R. Form KLA). 13. SIGN: Seller does (or if checked |_| does not) authorize Broker to install a FOR SALE/SOLD sign on the Property. 14. EQUAL HOUSING OPPORTUNITY: The Property is offered in compliance with federal, state and local anti-discrimination laws. 15. ATTORNEY FEES: In any action, proceeding or arbitration between Seller and Broker regarding the obligation to pay compensation under this Agreement, the prevailing Seller or Broker shall be entitled to reasonable attorney fees and costs from the non-prevailing Seller or Broker, except as provided in paragraph 19A. 16. ADDITIONAL TERMS: | |REO Advisory Listing (C.A.R. Form REOL)| | Short Sale Information and Advisory (C.A.R. Form SSIA) [X| Trust Advisory (C.A.R. Form TAL) 17. MANAGEMENT APPROVAL: If an associate-licensee in Broker's office (salesperson or broker-associate) enters into this Agreement on Broker's behalf, and Broker or Manager does not approve of its terms, Broker or Manager has the right to cancel this Agreement, in writing, within 5 Days After its execution. 18. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon Seller and Seller's successors and assigns. 19. DISPUTE RESOLUTION: A. MEDIATION: Seller and Broker agree to mediate any dispute or claim arising between them regarding the obligation to pay compensation under this Agreement, before resorting to arbitration or court action. 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 (i) commences an action without first attempting to resolve the matter through mediation, or (ii) before commencement of an action, 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. Exclusions from this mediation agreement are specified in paragraph 19C. B. ARBITRATION OF DISPUTES: Seller and Broker agree that any dispute or claim in Law or equity arising between them regarding the obligation to pay compensation under this Agreement, which is not settled through mediation, shall be decided by neutral, binding arbitration. The arbitrator shall be a retired judge or justice, or an attorney with at least 5 years of residential real estate Law experience, unless the parties mutually agree to a different arbitrator. The parties shall have the right to discovery in accordance with Code of Civil Procedure §1283.05. In all other respects, the arbitration shall be conducted in accordance with Title 9 of Part 3 of the Code of Civil Procedure. Judgment upon the award of the arbitrator(s) may be entered into any court having jurisdiction. Enforcement of this agreement to arbitrate shall be governed by the Federal Arbitration Act. Exclusions from this arbitration agreement are specified in paragraph 19C. Seller's Initials( (i) RLA REVISED 12/15 (PAGE 4 OF 5) EQUAL HOUSING OPPORTUNITY RESIDENTIAL LISTING AGREEMENT - EXCLUSIVE (RLA PAGE 4 OF 5) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 200 Toyopa PUI-TOYOPA-00776 DigiSign Verified: BE618C79-61D2-4EF0-8B3A-FD539A7F7053 Property Address: 200 Toyopa Drive, Pacific Palisades, 90272 Date: 08/26/2016 “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.” GK ow i MDH 7 " Seller's Initials me / Broker's/agent's Initials "i / wu C. ADDITIONAL MEDIATION AND ARBITRATION TERMS: The following matters shall be 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; and (iv) any matter that is within the jurisdiction of a probate, small claims or bankruptcy court. 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 waiver or violation of the mediation and arbitration provisions. 20. ENTIRE AGREEMENT: All prior discussions, negotiations and agreements between the parties concerning the subject matter of this Agreement are superseded by this Agreement, which constitutes the entire contract and a complete and exclusive expression of their agreement, 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. This Agreement and any supplement, addendum or modification, including any photocopy or facsimile, may be executed in counterparts. 21. OWNERSHIP, TITLE AND AUTHORITY: Seller warrants that: (i) Seller is the owner of the Property; (ii) no other persons or entities have title to the Property; and (iii) Seller has the authority to both execute this Agreement and sell the Property. Exceptions to ownership, title and authority are as follows: [X/ REPRESENTATIVE CAPACITY: This Listing Agreement is being signed for Seller by an individual acting in a Representative Capacity as specified in the attached Representative Capacity Signature Disclosure (C.A.R. Form RCSD-S). Wherever the signature or initials of the representative identified in the RCSD appear on this Agreement or any related documents, it shall be deemed to be ina representative capacity for the entity described and not in an individual capacity, unless otherwise indicated. Seller (i) represents that the entity for which the individual is signing already exists and (ii) shall Deliver to Broker, within 3 Days After Execution of this Agreement, evidence of authority to act (such as but not limited to: applicable trust document, or portion thereof, letters testamentary, court order, power of attorney, resolution, or formation documents of the business entity). By signing below, Seller acknowledges that Seller has read, understands, received a copy of and agrees to the terms of this Agreement. seller \ Paul Y. Boot, Truster, The Anything Trust Date 8/29/2016 | 10:24 AM PDT The Anything Trust, Trustee Paul D Booth Address City State Zip Telephone Fax E-mail Seller Date Address City State Zip Telephone Fax E-mail Real Estate Broker (Firm) PARTNERS TRUST