Exhibit 10.11
STATE OF TEXAS
COUNTY OF TARRANT KNOW ALL MEN BY THESE PRESENTS that:
Xxx Xxxxxxxxxxx and Holland Partnership (hereinafter called "Seller,"
whether one or more) hereby sells and agrees to convey to Hispanic Television
Network, Inc., trustee and/or assigns (hereinafter called "Purchaser," whether
one or more) and Purchaser hereby buys and agrees to pay for the following
described real estate situated in Tarrant County, Texas, to wit:
0000 Xxxxxxx Xxxxxxx
Xxxx Xxxxx, XX
Lot 12, 13 and 14, Block 15, Parkdale Gardens / including North
Parking Lot
an addition to the City of Fort Worth, now in Xxxxxx City,
Tarrant County, Texas according to the Plat recorded in Volume
1607, Page 287, Deed Records, Tarrant County, Texas
together with, all and singular, all improvements thereon and all rights and
appurtenances pertaining thereto, including any right, title and interest of
Seller in and to adjacent streets, alleys, or rights-of-way, such real estate,
improvements, rights and appurtenances being herein referred to as the
"Property." This Contract and the Property also covers and includes all fixtures
and articles of personal property attached to said real estate and owned by
Seller, such as air conditioning and heating equipment.
This Contract is executed upon the following terms and conditions:
1. Purchase Price. The purchase price for the Property if $800,000 payable
as follows:
A. $ ALL in cash.
Any prior Note or Notes to be executed by Purchaser hereunder shall be
secured by vendor's lien by deed of trust with power of attorney containing such
covenants to taxes, insurance, default and other matters as Seller may
reasonably require.
2. Xxxxxxx Money. Upon full and final execution of this Contract, Purchaser
shall deliver the sum of $80,000.00 to SAFECO Title Company, Ft. Worth, Texas
("Title Company") to be held by the Title Company as Xxxxxxx Money herein so
called pursuant to the terms of this Contract.
3. Survey and Title Binder.
A. Within ten (10) days after the date of this Contract, Seller shall,
at Seller's expense, deliver or cause to be delivered to Purchaser, a copy of a
current on-the-ground survey ("Survey") of the Property made by a duly licensed
surveyor reasonably acceptable to the Purchaser. The Survey shall be in a form
acceptable to the Title Company in order to allow the Title Company to delete
the survey exception (except as to "shortages in area") from the Title Policy to
be issued by the Title Company. The Survey shall show the location of all
improvements on the Property, if any. If this Contract does not close through no
fault of Seller, in addition to the other rights of Seller hereunder, Purchaser
shall pay for the Survey.
B. Within ten (10) days after the date of this Contract, Seller shall,
at Seller's expense, deliver or cause to be delivered to Purchaser:
(1) A title commitment ("Title Binder") covering the Property
binding the Title Company to issue a Texas Owner's Policy of
Title Insurance on the standard form of policy prescribed by
the Texas State Board of Insurance at the Closing in the
full amount of the Purchase price; and
(2) True, correct, and legible copies of any and all instruments
referred to in the Title Binder as constituting exceptions
or restrictions upon the title of Seller, except that copies
of any liens which are to be released as the closing may be
omitted.
4. Approval Period and Title.
X. Xxxxxxxxx shall have fourteen (14) days after the receipt of the
Survey and Title Binder to review them and to deliver in writing to Seller such
objections as Purchaser may have to anything contained in them. Any such item to
which Purchaser shall not object shall be deemed a "Permitted Exception." If
there are objections by Purchaser, Seller shall in good faith attempt to satisfy
them prior to closing but Seller shall not be required to incur any cost to do
so. If Seller delivers written notice to Purchaser on or before the closing date
that Seller is unable to satisfy such objections, or if, for any reason, Seller
is unable to convey title in accordance with Section 7(b) below, Purchaser may
either waive such objections and accept title as Seller is able to convey or
terminate this Contract by written notice to Seller. Zoning ordinances and the
lien for current taxes shall be deemed to be Permitted Exceptions.
B. Seller represents and warrants to Purchaser that at the closing
Seller will have and will convey to Purchaser good and marketable title to the
Property free and clear of any and all encumbrances except the Permitted
Exceptions. Delivery of the Title Policy pursuant to Section 7 below shall be
deemed to fulfill all duties of Seller as to the sufficiency of title required
hereunder; provided, however, Seller shall not thereby be released from the
warranties of Seller's Deed.
5. [Intentionally omitted.]
6. Casualty Loss. All risk of loss to the Property shall remain upon Seller
prior to the closing. If, prior to the closing, the Property shall be damaged or
destroyed by fire or other casualty, to a material extent, Purchaser may either
terminate this Contract by written notice to Seller or close. If Purchaser
elects to close, despite said material damage or destruction, there shall be no
reduction in the purchase price, and Seller shall assign to Purchaser Seller's
right, title and interest in and to all insurance proceeds resulting or to
result from said damage or destruction. Unless otherwise provided herein, the
term "material" shall mean damage or destruction, the cost of repairing which
exceeds ten percent (10%) of the purchase price. In the event of less than
material damage or destruction to the Property prior to the closing, Seller
shall either repair the same prior to the closing, at Seller's expense, or
reimburse Purchaser for the cost of repairing the same by assigning any
insurance proceeds resulting therefrom to Purchaser and/or by allowing Purchaser
to deduct such cost from the cash payable to Seller at the closing. If the
extent of damage or the amount of insurance proceeds to be made available is not
able to be determined prior to the closing date specified in Section 7 below, or
the repairs are not able to be completed prior to said date, either party, by
written notice to the other, may postpone the date of the closing to such date
as shall be designated in such notice, but not more than thirty (30) days after
the closing date specified in Section 7 below.
7. Closing.
A. The closing of this Contract shall be held on or before February
28, 2000 at the offices of the Title Company as its address stated below;
provided, however, that if on such date the Title Company has not yet approved
title or if there are objections made by Purchaser which have not yet been cured
by Seller, either party, by written notice to the other, may postpone the date
of the closing to such date as shall be designated in such notice but not more
than thirty (30) days after the closing date above specified.
B. At the closing, Seller shall deliver to Purchaser: (i) a General
Warranty Deed (with Vendor's Lien retained if not a cash purchase) conveying the
Property according to the legal description prepared by the surveyor as shown on
the Survey of the Property, subject only to the Permitted Exceptions; (ii) a
Title Policy issued by the underwriter for the Title Company pursuant to the
Title Binder with the survey exception deleted (except as to shortages in area)
subject only to the Permitted Exceptions; and (iii) possession of the Property.
C. At the closing, Purchaser shall deliver to Seller (i) the cash
portion of the purchase price (the Xxxxxxx Money being applied thereto) and (ii)
the Note and the Deed of Trust, if any.
D. Each party hereto shall pay his share of the closing costs which
are normally assessed by the Title Company against a seller or purchaser in a
transaction of this character in the county where the Property is located.
X. Xxxxx and lease commissions, interest, and ad valorem taxes for the
then current year shall be prorated at the closing effective as of the date of
closing. Xxxxxxxxx agrees to execute and deliver to Seller in duplicate an
Assumption Agreement in recordable form agreeing to pay all commissions payable
under any lease of the Property. Any security deposits held by Seller shall be
delivered to Purchaser. If the closing shall occur before the tax rate is fixed
for the then current year, the apportionment of the taxes shall be upon the
basis of the tax rate for the preceding year applied to the latest assessed
valuation but any difference in actual and ad valorem taxes for the year of sale
actually paid by Purchaser shall be adjusted between the parties upon receipt of
written evidence of the payment thereof. All taxes imposed because of a change
of use of the property after the closing shall be for the account of Purchaser.
F. If Purchaser is to assume an existing loan, Purchaser shall pay any
transfer fee, and a sum equal to the amount of any reserve account is held by
the mortgagee for the payment of taxes and/or insurance shall be paid to Seller
by Purchaser. Purchaser shall execute, at the option and expense of Seller a
Deed of Trust for Secure Assumption with a Trustee named by Seller.
G. If the Property is situated within a utility district subject to
the provisions of Section 50.301, Texas Water Code, then at or prior to, the
closing, Xxxxxx agrees to give Purchaser the written notice required by said
Section and Purchaser agrees to sign and acknowledge the notice to evidence
receipt thereof.
8. Termination. If this contract is terminated by Purchaser in accordance
with Section 4 or 6 above, the Xxxxxxx Money shall be promptly refunded to
Purchaser, and the parties shall have no further obligation of liabilities one
to the other.
9. Default. If Seller shall fail to consummate the Contract for any reason,
except Purchaser's default, Purchaser may enforce specific performance of this
Contract or may bring suit for damages against Seller. If Purchaser shall fail
to consummate this Contract for any reason, except Seller's default or the
termination of this Contract pursuant to a right to terminate given herein,
Seller shall have the right to have the Xxxxxxx Money paid to Seller liquidated
damages for the breach of this Contract as Sellers sole and exclusive remedy.
10. Commission.
X. Xxxxxx agrees to pay the Real Estate Agent first named below
(referred to herein as the "Principal Agent") for negotiating this contract a
commission in cash equal to the following percent of the total purchase price of
the Property computed as follows:
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The Principal Agent's right to such commission shall irrevocably vest upon the
execution of this Contract, notwithstanding any subsequent termination or
variation of this Contract or any default by Seller or Purchaser, except that no
commission shall be payable in the event that the Contract shall be terminated
under Section 4 or 6 above, and except that if this contract is not consummated
by reason of Purchaser's default and Seller does not elect to enforce specific
performance, the commission shall not exceed one-half of the Xxxxxxx Money. Said
commission shall be paid by Seller to the Principal Agent in Tarrant County,
Texas, at the closing or in the event of default by Seller or Purchaser, within
ten days after the scheduled closing date. The Principal Agent shall be entitled
to apply any escrow deposit to the extent necessary, toward payment of the
commission payable to the Principal Agent hereunder, and the Title Company or
other escrow agent is xxxxxx authorized and directed to pay to the Principal
Agent xxxxxxxxx. The Principal Agent may divide any commission payable hereunder
with other licensed real estate brokers or salesman, including any cooperating
agent named below but, notwithstanding any such agreement to division of
commissions, Seller shall be fully protected in paying all commissions payable
hereunder solely to the Principal Agent.
B. At the time of the execution of this Contract, the undersigned
Principal Agent has advised and hereby advises Purchaser, by this writing, that
Purchaser should have the abstract covering the real estate which is the subject
of this Contract examined by an attorney of Purchaser's own selection or that
Purchaser should be furnished with or obtain a policy of title insurance; and
Purchaser hereby acknowledges that Purchaser has been so advised.
11. Miscellaneous Provisions.
A. Date of Contract. The term "date of this Contract" as used herein
shall mean the later of the two dates on which this Contract is signed by Seller
or Purchaser, as indicated by their signature below, which later date shall be
the date of final execution and agreement by the parties hereto.
B. Notices. Any notice or communication required or permitted
hereunder shall be deemed to be delivered, whether actually received or not,
when deposited in the United States mail, postage fully prepaid, registered or
certified mail, addressed to the intended recipient at the address on the
signature page of this Contract. Any address for notice may be changed by
written notice so given.
C. Forms. In case of a dispute as to the form of any document required
hereunder, the current form prepared by the State Bar of Texas shall be
conclusively deemed reasonable.
D. Attorneys' Fees. If either party shall be required to employ an
attorney to enforce or defend the rights of such party hereunder, the prevailing
party shall be entitled to recover reasonable attorneys' fees.
E. Integration. This Contract contains the complete agreement between
the parties and cannot be varied except by the written agreement of the parties.
The parties agree that there are no oral agreements, understanding,
representations or warranties which are not expressly set forth herein.
F. Survival. Any portion of this Contract not otherwise consummated at
the Closing will survive the closing of this transaction as a continuing
agreement by and between the parties.
G. Binding Effect. This Contract shall insure to the benefit of and
bind the parties hereto and their respective heirs, representatives, successors
and assigns.
12. Contract as Offer. The execution of this Contract by the first party to
do so constitutes an offer to purchase or sell the Property unless within three
(3) days from the date of execution of this Contract by the first party, this
Contract is accepted by the other party and a fully executed copy is delivered
to the first party, the offer of this Contract shall be automatically revoked
and terminated and the xxxxxxx money, if any, shall be returned to Purchaser.
13. Other Provisions.
EXECUTED on the dates stated below.
AGENTS SELLER
Xxx Xxxxxxxxxxx and Holland
------------------------------------ Partnership
Principal Agent, member of the Greater
Fort Worth Board of Realtors By: /S/ XXXXXXX XXXXXXXX
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OWNERS
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Title
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Address
FEBRUARY 14, 2000
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Date of Execution
PURCHASER
Hispanic Television Network Inc.,
------------------------------------ trustee and/or assigns
Cooperating Agent
By: /S/ X. XXXX XXXXXXX
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PRESIDENT, COO
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Title
0000 XXXXX XXXXXXXXXX XXXXX,
XXXXX 000
XXXXX XXXXX, XXXXX 00000
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Address
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Date of Execution
Xxxxxxx money received from Hispanic Television Network, Inc. this 15
day of February, 2000.
SAFECO TITLE
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Title Company
By: /S/ XXX XXXXXXX
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ESCROW
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Title
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Address
INVESTIGATION/FESIBILITY STUDY ADDENDUM
INVESTIGATION/FEASIBILITY STUDY.
[AS IS]
Buyer shall have ________ days from the effective date hereof to perform
such investigation and/or study. Buyer or Xxxxx's agents shall have the right of
access to the Property prior to closing for the purpose of conducting such
investigation and/or study, and shall have the right to conduct tests and obtain
core samples. Xxxxxx agrees to cooperate with Xxxxx in connection with the
investigation and/or study, agrees to furnish Buyer with copies of any and all
documents relating to the Property that might be necessary to complete such
investigation and/or study, and agrees to execute any and all documents that
might be required in order to obtain any necessary governmental authority or
consent with respect to the above-described matters. If Buyer determines, in
Xxxxx's sole judgment and discretion, that the Property is not suitable for
Buyer's intended use, within the ______ days, Buyer shall give Seller written
notice of such fact on or before the end of the period stated above with a copy
to Escrow Agent. Upon receipt of such written notice, the Escrow Agent shall
refund the Xxxxxxx Money to Buyer, and both parties shall be released from all
further obligations under this Contract. If Buyer does not send such written
notice to Seller, then it shall be presumed that the Property is suitable for
Xxxxx's intended use, and the Contract may not be terminated by Buyer for the
reasons set forth in this Section. In the event this contract does not close,
through no fault of Seller, Buyer shall restore the Property to its original
condition, if changed due to the investigation and/or study performed by Xxxxx.
/S/ XXXXX X. XXXXXXX
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Buyer Seller
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Buyer Seller
FEBRUARY 14, 2000
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Date Date
PROPERTY CONDTION ADDENDUM
PROPERTY CONDITION (CHECK "A" OR "B")
[ ] X. Xxxxx accepts the Property in its present condition, subject only to
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[ ] B. Buyer requires inspections and repairs as follows:
Check Applicable Boxes
[ ] i. Termites: Seller, at Seller's expense, shall furnish to Buyer at or
prior to closing a written report by a Structural Pest Control
Business Licensee, dated within 30 days before Closing Date and
stating that there is no visible evidence of active termites or
visible damage to the improvements from the same in need of repair.
Such report shall not cover fences, trees and shrubs.
[X] ii. Condition of Property. [AS IS]
Buyer shall have the right at Buyer's expense (i) within ______ days
from the date of this contract to have any of the STRUCTRAL items
indicated below, and (ii) within _____ days from the date of this
contract to have any of the EQUIPMENT AND SYSTEMS items indicated
below, inspected by inspectors of Buyer's choice and to give Seller
within such time periods a written report of required repairs to any
of the items checked below which are not performing the function for
which intended or which are in need of immediate repair. Failure to do
so shall be deemed a waiver of Buyer's inspection and repair rights
and Xxxxx agrees to accept Property in its present condition.
ITEMS THAT BUYER MAY REQUIRE TO BE INSPECTED (check applicable boxes):
[ ] foundation, [ ] roof, [ ] load bearing walls, [ ] floors, [ ]
ceilings, [ ] basement, [ ] water penetration, and
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EQUIPMENT AND SYSTEMS:
[ ] plumbing system (including any water heaters), [ ] central heating
and air conditioning [ ] electrical system, [ ] heating and cooling
units in the walls, floors, ceilings, roof or windows, [ ] any built
in appliances, [ ] swimming pools and related mechanical equipment,
[ ] sprinkler systems, and
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Repairs required by inspections and reports shall be at Seller's
expense.
[ ] iii. Seller shall make the following repairs in addition to those required
above:
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All inspections shall be by trained and qualified persons who
regularly provide such service and all repairs shall be by trained and
qualified persons who are, whenever possible, manufacturer-approved
service persons or are licensed or bonded whenever such license or
bond is required by law. For these purposes and for re-inspections
after repairs have been completed. Seller shall permit access to the
Property at any reasonable time.
[ ] iv. Where gas supplier, regulations or ordinances require inspection on
transfer of gas service, Seller consents to transfer of gas service to
Buyer's name within 7 days prior to closing. Seller shall arrange and
pay at closing for any repairs necessary if gas leak is discovered.
Buyer's failure to request such transfer in time to complete the
inspection prior to closing shall release the Seller of liability for
repair of gas leaks.
Upon Xxxxxx's receipt of all loan approvals and inspection reports Seller shall
commence and complete prior to closing all required repairs at Seller's expense.
All inspections, reports and repairs required of Seller by this contract shall
not exceed $____________. If Seller fails to complete such requirements, Buyer
may do so and Seller shall be liable up to the amount specified and the same
paid from the proceeds of the sale. If such expenditures exceed the stated
amount and Seller refuses to pay such excess, Buyer may pay the additional cost
or accept the Property with the limited repairs and this sale shall be closed as
scheduled, or Buyer may terminate this contract and the Xxxxxxx Money shall be
refunded to Buyer. Broker and sales associates have no responsibility or
liability for repair or replacement of any of the Property.
/S/ XXXXX X. XXXXXXX
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Buyer Seller
/S/ XXXXXXX XXXXXXXX
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Buyer Seller
FEBRUARY 14, 2000
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Date Date
