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EXHIBIT 10.31
TEXAS ASSOCIATION OF REALTORS
UNIMPROVED PROPERTY COMMERCIAL CONTRACT
USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE
TEXAS ASSOCIATION OF REALTORS(R) IS NOT AUTHORIZED.
(C) TEXAS ASSOCIATION OF REALTORS(R), INC. 1999
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1. PARTIES: Dallas Woodcraft Inc., Xxx X. Xxxxxxxx-Home Interiors (Seller)
agrees to sell and convey to S&A ENTERPRISES INC. (Buyer) and
Buyer agrees to buy from Seller the Property described below.
2. PROPERTY:
A. The property sold by this contract is called the "Property." The Property
is that real property situated in DALLAS County, Texas at 2829 Sea Harbor
(address) that is legally described as follows: (Identify exhibit if
described by attachment.)
IND BASIN WEST BLK C/7174 LOT 5 5.45 AC (approximately 237,402. sq ft) VOL
84186/3118 CO-DALLAS 7174C000 005 1007174C000. BEING THE SOUTHERN 3.48 ACRE
SECTION OF RAW LAND MEASURING 228X666.5. AS OUTLINED ON THE ATTACHED
EXHIBIT "A".
B. The Property is sold together with:
(1) all rights, privileges, and appurtenances pertaining to the Property,
including Seller's right, title, and interest in any minerals,
utilities, adjacent streets, alleys, strips, gores, and rights-of-way;
(2) Sellers interest in all leases, rents, and security deposits for all
or part of the Property; and
(3) Seller's interest in all licenses and permits related to the Property.
(Describe any exceptions, reservations, or restrictions in Paragraph 11 or an
addendum.)
3. SALES PRICE:
A. At or before closing, Buyer will pay the following sales price for the
Property:
(1) Cash portion payable by Buyer at closing ................ $ 212,500.00
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(2) Sum of all financing described in Paragraph 4 ........... $
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(3) Sales price (sum of 3A(l) and 3A(2)) .................... $ 212,500.00
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B. Adjustment to Sales Price: (Check (1) or (2) only.)
[X] (1) The sales price will not be adjusted based on a survey.
[ ] (2) The sales price will be adjusted based on the latest survey
obtained under Paragraph 6B.
(a) The sales price is calculated on the basis of $ 0.00 per:
[ ] (i) square foot of [ ] total area [ ] net area.
[ ] (ii) acre of [ ] total area [ ] net area.
(b) "Total area" means all land area within the perimeter boundaries
of the Property. "Net area" means total area less any area of the
Property within:
[ ] (i) public roadways;
[ ] (ii) rights-of-way and easements other than those that directly
provide utility services to the Property; and
[ ] (iii) .
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Initialed for Identification by Buyer /s/ [ILLEGIBLE], _____ and
Seller /s/ [ILLEGIBLE], ____ TAR, X.X. Xxx 0000, Xxxxxx, XX 00000-0000
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Commercial Unimproved Contract Concerning 2829 Sea Harbor
(c) If the sales price is adjusted by more than 10% of the stated sales
price, either party may terminate this contract by providing
written notice to the other party within 10 days after the
terminating party receives the survey. If neither party terminates
this contract or if the variance is 10% or less, the adjustment to
the sales price will be made to the cash portion of the sales price
payable by Buyer.
4. FINANCING: Buyer will finance the portion of the sales price under
Paragraph 3B as follows: (Check all that apply.)
[ ] A. Third Party Financing: A third party note(s) in the total amount of
$________________. This contract
[X] (1) is not contingent upon Buyer obtaining third party financing.
[ ] (2) is contingent upon Buyer obtaining third party financing in
accordance with the attached Financing Addendum.
[ ] B. Assumption: In accordance with the attached Financing Addendum, Buyer
will assume the unpaid principal balance of the first lien promissory
note, which balance at closing will be $____________.
[ ] C. Seller Financing: The delivery of a promissory note and deed of trust
from Buyer to Seller under the terms of the attached Financing
Addendum in the amount of $_________.
5. XXXXXXX MONEY: Not later than 3 days after the effective date, Buyer must
deposit $10,000.00 as xxxxxxx money with COMMONWEALTH LAND TITLE CO.
(escrow agent) at 0000 XXXXXX XXXX #000 XXXXXX, XX. 00000 (escrow agent's
address). If Buyer fails to timely deposit the xxxxxxx money, Seller may
terminate this contract by providing written notice to Buyer before Buyer
deposits the xxxxxxx money. Buyer may instruct the escrow agent to
deposit the xxxxxxx money in an interest-bearing account at a federally
insured financial institution and to credit any interest to Buyer.
6. TITLE POLICY AND SURVEY:
A. Title Policy:
(1) Seller, at Seller's expense, will furnish Buyer an Owner's Policy
of Title Insurance (the title policy) issued by COMMONWEALTH LAND
TITLE CO. (the title company) in the amount of the sales price,
dated at or after closing, insuring Buyer against loss under the
title policy, subject only to:
(a) those title exceptions permitted by this contract or as may be
approved by Buyer in writing; and
(b) the standard printed exceptions contained in the promulgated
form of title policy unless this contract provides otherwise.
(2) The standard printed exception as to area boundaries: (Check (a)
or (b) only.)
[ ] (a) will not be deleted from the title policy.
[X] (b) will be deleted from the title policy at the expense of [ ]
Buyer [X] Seller.
(3) Buyer may object to any restrictive covenants on the Property
within the time required under Paragraph 6C.
(4) Within 20 days after the effective date, Seller will furnish Buyer
a commitment for title insurance (the commitment) including
legible copies of recorded documents evidencing title exceptions.
Seller authorizes the title company to deliver the commitment and
related documents to Buyer at Buyer's address.
B. Survey:
(1) Within 20 days after the effective date: (Check all that apply.)
[ ] (a) Buyer will obtain a survey of the Property at Buyer's expense
and deliver a copy of the survey to Seller.
[X] (b) Seller, at Seller's expense, will furnish Buyer a survey of
the Property dated after the effective date.
[ ] (c) Seller will deliver a true and correct copy of Seller's
existing survey of the Property dated _______________________.
Seller, at Seller's expense:
[ ] (i) will have the existing survey recertified on a date not
earlier than ___________________________________________.
[ ] (ii) will not have the existing survey recertified.
Initialed for Identification by Buyer [ILLEGIBLE], _____ and Seller [ILLEGIBLE],
____ TAR, X.X. Xxx 0000, Xxxxxx, XX 00000-0000
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Commercial Unimproved Contract Concerning 2829 Sea Harbor
(2) The survey required under Paragraph 6B(l) must be made by a
Registered Professional Land Surveyor acceptable to the title
company. The survey must:
(a) identify the Property by metes and bounds or platted lot
description;
(b) show that the survey was made and staked on the ground with
corners permanently marked;
(c) set forth the dimensions and total area of the Property;
(d) show the location of all improvements, highways, streets,
roads, railroads, rivers, creeks or other waterways, fences,
easements, and rights-of-way on the Property with all easements
and rights-of-way referenced to their recording information;
(e) show any discrepancies or conflicts in boundaries, any visible
encroachments, and any portion of the Property lying within the
100-year flood plain as shown on the current Federal Emergency
Management Agency map; and
(f) contain the surveyor's certificate that the survey is true and
correct.
C. Buyer's Objections to the Commitment and Survey:
(1) Within 10 days after Buyer receives all of the items required in
Paragraphs 6A and 6B (the commitment, copies of the documents
evidencing the title exceptions, and survey), Buyer may object in
writing to matters disclosed in the items if:
(a) the matters disclosed constitute a defect or encumbrance to
title other than those permitted by this contract or liens
that Seller will satisfy at closing or Buyer will assume at
closing; or
(b) the items show that any part of the Property lies in a
100-year flood plain.
(2) Seller may, but is not obligated to, cure Buyer's timely
objections within 20 days after Seller receives the objections.
The closing date will be extended as necessary to cure the
objections. If Seller fails to cure the objections by the time
required, Buyer may terminate this contract by providing written
notice to Seller within 5 days after the time by which Seller must
cure the objections. If Buyer terminates, the xxxxxxx money, less
the independent consideration paid for Buyer's right to terminate
under Paragraph 7B(3), will be refunded to Buyer.
(3) Buyer's failure to timely object or terminate under this Xxxxxxxxx
0X is a waiver of Buyer's right to object except that Buyer will
not waive the requirements in Schedule C of the commitment.
7. PROPERTY CONDITION: (Check A or B only.)
[X] A. Present Condition: (Check (1) or (2) only.)
[X] (1) Buyer accepts the Property in its present "as is" condition.
[ ] (2) Buyer accepts the Property in its present condition except that
Seller, at Seller's expense, will complete the following before
closing:
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[X] B. Feasibility Period and Right to Terminate:
(1) Delivery of Property Information: Within 10 days after the effective
date, Seller will deliver to Buyer the following items to the extent
that the items are in Seller's possession or are readily available to
Seller. Any item not delivered is deemed not to be in Seller's
possession or readily available to Seller. The items Seller will
deliver are:
(a) copies of all current leases pertaining to the Property,
including any modifications, supplements, or amendments to the
leases;
(b) copies of all notes and deeds of trust against the Property that
Buyer will assume or that Seller will not pay in full on or
before closing;
(c) copies of all previous environmental assessments, studies, or
analyses made on or relating to the Property;
(d) property tax statements for the Property for the previous 2
calendar years; and
(e)
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.
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(2) Inspections, Studies, or Assessments:
(a) Within 30 days after the effective date, Buyer, at Buyer's
expense, may complete or cause to be completed inspections,
studies, or assessments of the Property. Inspections, studies, or
assessments may include, but are not limited to:
(i) physical property inspections;
(ii) economic feasibility studies;
(iii) environmental assessments; and
(iv) engineering studies.
Initialed for Identification by Buyer /s/ [ILLEGIBLE], _____ and
Seller /s/ [ILLEGIBLE], ____
TAR, X.X. Xxx 0000, Xxxxxx, XX 00000-0000
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Commercial Unimproved Contract Concerning 2829 Sea Harbor
(b) In connection with Buyer's inspections, studies, and assessments,
Buyer must:
(i) employ only trained and qualified inspectors and assessors;
(ii) notify Seller, in advance, of when the inspectors or
assessors will be on the Property;
(iii) abide by any reasonable entry rules or requirements that
Seller may require;
(iv) not interfere with existing operations or occupants of the
Property; and
(v) restore the Property to its original condition if altered due
to inspections, studies, or assessments that Buyer completes
or causes to be completed.
(c) Except for those matters that arise from the negligence of Seller
or Seller's agents, Buyer is responsible for any claim, liability,
encumbrance, cause of action, and expense resulting from Buyer's
inspections, studies, or assessments, including any property damage
or personal injury. Buyer will indemnify, hold harmless, and defend
Seller and Seller's agents against any claim involving a matter for
which Buyer is responsible under this paragraph.
(3) Right to Terminate: Buyer may terminate this contract for any reason
within 30 days after the effective date by providing Seller with
written notice of termination. If Buyer terminates, the xxxxxxx money
will be refunded to Buyer less $50.00 that Seller will retain as
independent consideration for Buyer's right to terminate under this
paragraph. The independent consideration is to be credited to the sales
price only upon dosing of the sale. Buyer has tendered the independent
consideration to Seller upon payment of the full amount specified in
Paragraph 5 to the escrow agent. If Buyer does not terminate within the
time required, Buyer accepts the Property in its present condition.
(4) Return of Property Information: If this contract terminates for any
reason, Buyer will, not later than 10 days after the termination date:
(a) return to Seller all those items described in Paragraph 7B(1) that
Seller delivered to Buyer and all copies that Buyer made of those
items; and (b) deliver copies of all inspection and assessment reports
(excluding economic feasibility studies) related to the Property that
Buyer completed or caused to be completed. This Paragraph 7B(4)
survives termination.
(5) Contracts Affecting Operations: After Buyer's right to terminate under
7B(3) expires, Seller may not enter into, amend, or terminate any other
contract that affects the operations of the Property without Buyer's
prior written approval.
8: BROKERS:
A. The brokers to this sale are:
NONE XXXX XXXXX 0188793
------------------------------------ -----------------------------------
Listing Broker License No. Other Broker License No.
Listing Broker: Other Broker represents Buyer.
[ ] represents Seller.
[ ] acts as an intermediary between Seller and Buyer.
B. Fees: (Check (1) or (2) only.)
[ ] (1) Seller will pay Listing Broker the fee specified by separate written
commission agreement between Listing Broker and Seller. Listing
Broker will pay Other Broker the fee specified in the Agreement
Between Brokers found below the parties' signatures to this
contract.
[X] (2) At closing, Buyer will pay. [ILLEGIBLE]
Listing Broker a total cash fee of: Other Broker a total cash fee of:
[ ] _________% of the sales price. [X] 6.000% of the sales price.
[ ] ________________________________ [ ] ___________________________ .
The cash fees will be paid in Dallas County, Texas. Seller
authorizes escrow agent to pay the brokers from the Seller's
proceeds at closing.
NOTICE. Chapter 62, Texas Property Code, authorizes a broker to
secure an earned commission with a lien against the Property.
C. The parties may not amend this Paragraph 8 without the written consent of
the brokers affected by the amendment.
9. CLOSING:
A. The closing of the sale will be on or before February 5, 2001 or within 7
days after objections to title have been cured, whichever date is later
(the closing date). If either party fails to close by the closing date,
the non-defaulting party may exercise the remedies in Paragraph 15.
Initialed for Identification by Buyer [ILLEGIBLE], _____ and Seller ____, ____
TAR, X.X. Xxx 0000, Xxxxxx, XX 00000-0000
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Commercial Unimproved Contract Concerning 2829 Sea Harbor
B. At closing, Seller will deliver, at Seller's expense, a [X] general [ ]
special warranty deed. The deed must include a vendor's lien if any part
of the sales price is financed. The deed must convey good and indefeasible
title to the Property and show no exceptions other than those permitted
under Paragraph 6 or other provisions of this contract. Seller must convey
the Property at closing:
(1) with no liens, assessments, or other security interests against the
Property which will not be satisfied out of the sales price unless
securing loans Buyer assumes;
(2) without any assumed loans in default; and
(3) with no persons in possession of any part of the Property as lessees,
tenants at sufferance, or trespassers except tenants under the written
leases assigned to Buyer under this contract.
C. At closing, Seller, at Seller's expense, will also deliver:
(1) tax statements showing no delinquent taxes on the Property;
(2) an assignment of all leases to or on the Property;
(3) to the extent assignable, an assignment to Buyer of any licenses and
permits related to the Property;
(4) evidence that the person executing this contract is legally capable
and authorized to bind Seller; and
(5) any notices, statements, certificates, or other documents required by
this contract or law necessary to convey the Property, all of which
must be completed by Seller as necessary.
D. At closing, Buyer will:
(1) pay the sales price in good funds acceptable to the escrow agent;
(2) deliver evidence that the person executing this contract is legally
capable and authorized to bind Buyer; and
(3) execute and deliver any notices, statements, certificates, or other
documents required by this contract or law necessary to close the
sale.
E. Unless the parties agree otherwise, the closing documents will be as found
in the basic forms in the current edition of the State Bar of Texas Real
Estate Forms Manual without any additional clauses.
10. POSSESSION: Seller will deliver possession of the Property to Buyer on
February 5 2001 in its present or required repaired condition, ordinary wear
and tear excepted. Until closing, Seller will operate the Property in the
same manner as on the effective date. Any possession by Buyer before closing
or by Seller after closing that is not authorized by a separate written
lease agreement is a landlord-tenant at sufferance relationship between the
parties.
11. SPECIAL PROVISIONS: (Identify exhibit if special provisions are contained in
an attachment.)
1. SELLER IS ADVISED THAT THE BROKER, XXXX XXXXX REPRESENTS THE BUYER AND IS
THE AGENT FOR THE BUYER ONLY.
2. BUYER AGREES TO PAY THE BROKER, XXXX XXXXX A PROFESSIONAL SERVICE FEE IN
CASH FOR PROCURING TEE PURCHASER AND FOR ASSISTING IN THE NEGOTIATION OF
THIS CONTRACT, A FEE OF SIX PERCENT (6%) OF THE SALES PRICE. THE FEE SHALL
BE EARNED UPON EXECUTION OF THIS CONTRACT AND SHALL BE PAID AT CLOSING.
3. SEE ATTACHED ADDENDUM "ONE".
Initialed for Identification by Buyer [ILLEGIBLE], _____ and
Seller [ILLEGIBLE], ____ TAR, X.X. Xxx 0000, Xxxxxx, XX 00000-0000
Page 5 of 9
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Commercial Unimproved Contract Conc g 2929 Sea Harbor
12. SALES EXPENSES:
A. Seller's Expenses: Seller will pay for the following in cash at or before
closing:
(1) releases of existing liens, other than those liens assumed by Buyer,
including prepayment penalties and recording fees;
(2) release of Seller's loan liability, if applicable;
(3) tax statements or certificates;
(4) preparation of the deed;
(5) one-half of any escrow fee;
(6) costs to record any documents to cure title objections that Seller
must cure; and
(7) other expenses that Seller will pay under other provisions of this
contract
B. Buyer's Expenses: Buyer will pay for the following in cash at or before
closing:
(1) all loan fees or expenses (for example, application fees, origination
fees, discount fees, appraisal fees, assumption fees, recording
fees, tax service fees, mortgagee title policy expenses, credit
report fees, document preparation fees, interest expense that Buyer's
lender requires Buyer to pay at closing, and other fees required by
Buyer's lender);
(2) preparation of any deed of trust;
(3) recording fees for the deed and any deed of trust;
(4) premiums for flood insurance as may be required by Buyer's lender;
(5) one-half of any escrow fee;
(6) copy and delivery fees for delivery of the title commitment and
related documents; and
(7) other expenses that Buyer will pay under other provisions of this
contract.
13. PRORATIONS, ROLLBACK TAXES, RENT, AND DEPOSITS:
A. Prorations:
(1) Interest on any assumed loan, taxes, rents, and any expense
reimbursements from tenants will be prorated through the closing
date.
(2) If the amount of ad valorem taxes for the year in which the sale
closes is not available on the closing date, taxes will be prorated
on the basis of taxes assessed in the previous year. If the taxes for
the year in which the sale closes vary from the amount prorated at
closing, the parties will adjust the prorations when the tax
statements for the year in which the sale closes become available.
This Paragraph 13A(2) survives closing.
(3) If Buyer assumes a loan or is taking the Property subject to an
existing lien, Seller will transfer all reserve deposits held by the
lender for the payment of taxes, insurance premiums, and other
charges to Buyer at closing and Buyer will reimburse such amounts to
Seller by an appropriate adjustment at closing.
B. Rollback Taxes:
(1) If Seller changes the use of the Property before closing or if a
denial of a special valuation on the Property claimed by Seller
results in the assessment of additional taxes, penalties, or interest
(assessments) for periods before closing, the assessments will be the
obligation of [X] Seller [ ] Buyer. This Paragraph 13B(l) survives
closing.
(2) If this sale or Buyer's use of the Property after closing results in
additional assessments for periods before closing, the assessments
will be the obligation of [X] Seller [ ] Buyer. This Paragraph 13B(2)
survives closing.
C. Rent and Security Deposits: At closing, Seller will tender to Buyer all
security deposits and the following advance payments received by Seller
for periods after closing: prepaid expenses, advance rental payments, and
other advance payments paid by tenants. Rents prorated to one party but
received by the other party will be remitted by the recipient to the
party to whom it was prorated within 5 days after the rent is received.
This Paragraph 13C survives closing.
14. CONDEMNATION: If before closing, condemnation proceedings are commenced
against any part of the Property, Buyer may:
A. terminate this contract by providing written notice to Seller within 15
days after Buyer is advised of the condemnation proceedings and the
xxxxxxx money, less the independent consideration paid for Buyer's right
to terminate under Paragraph 7B(3), will be refunded to Buyer; or
B. appear and defend in the condemnation proceedings and any award will, at
Buyers election, belong to:
(1) Seller and the sales price will be reduced by the same amount, or
(2) Buyer and the sales price will not be reduced.
15. DEFAULT:
A. If Buyer fails to comply with this contract, Buyer is in default and
Seller may:
(1) enforce specific performance, or seek other relief as may be provided
by law, or both; or
(2) terminate this contract and receive the xxxxxxx money as liquidated
damages, thereby releasing the parties from this contract.
Initialed for Identification by Buyer [ILLEGIBLE], _____ and
Seller [ILLEGIBLE], ____ TAR, X.X. Xxx 0000, Xxxxxx, XX 00000-0000
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Commercial Unimproved Contract Concerning 2829 Sea Harbor
B. If, without fault, Seller is unable within the time allowed to deliver
the commitment, Buyer may:
(1) terminate this contract and receive the xxxxxxx money, less the
independent consideration paid for Buyer's right to terminate under
Paragraph 7B(3), as the sole remedy; or
(2) extend the time for performance up to 15 days and the closing will be
extended as necessary.
C. Except as provided in Paragraph 15B, if Seller fails to comply with this
contract, Seller is in default and Buyer may:
(1) enforce specific performance, or seek such other relief as may be
provided by law, or both; or
(2) terminate this contract and receive the xxxxxxx money, less the
independent consideration paid for Buyer's right to terminate under
Paragraph 7B(3), as liquidated damages, thereby releasing the parties
from this contract.
16. ATTORNEY'S FEES: If Buyer, Seller, any broker, or any escrow agent is a
prevailing party in any legal proceeding brought under or with relation to
this contract or this transaction, such party is entitled to recover from
the non-prevailing parties all costs of such proceeding and reasonable
attorney's fees. This Paragraph 16 survives closing.
17. ESCROW:
A. At closing, the xxxxxxx money must be applied first to any cash down
payment, then to Buyer's closing costs, and any excess will be refunded
to Buyer.
B. If both parties make written demand for the xxxxxxx money, escrow agent
may require payment of unpaid expenses incurred on behalf of the parties
and a written release of liability of escrow agent from all parties.
C. If one party makes written demand for the xxxxxxx money, escrow agent
will give notice of the demand by providing to the other party a copy of
the demand. If escrow agent does not receive written objection to the
demand from the other party within 30 days after the date escrow agent
sent the demand to the other party, escrow agent may disburse the
xxxxxxx money to the party making demand, reduced by the amount of
unpaid expenses incurred on behalf of the party receiving the xxxxxxx
money and escrow agent may pay the same to the creditors.
D. Escrow agent will deduct the independent consideration paid for Buyer's
right to terminate under Paragraph 7B(3) before disbursing any xxxxxxx
money to Buyer and will pay the independent consideration to Seller.
E. If escrow agent complies with this Paragraph 17, each party hereby
releases escrow agent from all claims related to the disbursal of the
xxxxxxx money.
F. Notices under this Paragraph 17 must be sent by certified mail, return
receipt requested. Notices to escrow agent are effective upon receipt by
escrow agent.
18. MATERIAL FACTS:
A. To the best of Seller's knowledge and belief: (Check (1) or (2) only.)
[ ] (1) Seller is not aware of any material defects to the Property except
as stated in the attached Property Condition Statement.
[X] (2) Seller is not aware of any of the following, except as described
otherwise in this contract:
(a) any material physical defects to the Property;
(b) any pending or threatened litigation, condemnation, or
assessment affecting the Property;
(c) any environmental hazards or conditions that affect the
Property;
(d) whether the Property is or has ever been used for the storage or
disposal of hazardous materials or toxic waste, a dump site or
landfill, or any underground tanks or containers;
(e) whether radon, asbestos insulation or fireproofing,
urea-formaldehyde foam insulation, lead-based paint, or other
pollutants or contaminants of any nature now exist or have ever
existed on the Property;
(f) whether wetlands, as defined by federal or state law or
regulation, are on the Property; and
(g) whether threatened or endangered species or their habitat are on
the Property.
(Describe any exceptions to (a)-(g) in Paragraph 11 or an addendum.)
B. Each written lease Seller is to furnish to Buyer under this contract
must be in full force and effect according to its terms without
amendment or modification that is not disclosed to Buyer in writing.
Seller must disclose, in writing, to Buyer if any of the following exist
at the xxxx Xxxxxx provides the leases to Buyer or subsequently occur
before closing:
(1) any modifications, amendments, or default by landlord or tenant
under the leases;
(2) any failure by Seller to comply with Seller's obligations under the
leases;
(3) any circumstances under the lease that entitle the tenant to
terminate the lease or seek any offsets or damages;
(4) any non-occupancy of the leased premises by a tenant;
Initialed for Identification by Buyer [ILLEGIBLE],
_____ and Seller [ILLEGIBLE], ____
TAR, X.X. Xxx 0000, Xxxxxx, XX 00000-0000
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Commercial Unimproved Contract Concerning 2829 Sea Harbor
(5) any advance sums paid by a tenant under the lease;
(6) any concessions, bonuses, free rents, rebates, brokerage
commissions, or other matters that affect any lease; and
(7) any amounts payable under the leases that have been assigned or
encumbered, except as security for loan(s) assumed or taken subject
to under this contract.
19. NOTICES: All notices between the parties under this contract must be in
writing and are effective when hand-delivered, mailed by certified mail
return receipt requested, or sent by facsimile transmission to:
S&A Enterprises, INC. Dallas Woodcraft Inc.
Buyer at Xxx Xxxxxxxx Seller at Xxx X. Xxxxxxxx-Home Interiors
0000 XXXXXXXXX XXXX Gifts Inc. 0000 Xxxxxx Xxxx Xxxx
Xxxxxx, XX 00000 Xxxxxx, XX 00000
Phone 000-000-0000 Phone 000-000-0000
Fax 000-000-0000 Fax 000-000-0000
20. FEDERAL TAX REQUIREMENT: If Seller is a "foreign person" as defined by
applicable law, or if Seller fails to deliver at closing an affidavit that
Seller is not a foreign person, then Buyer will withhold from the sales
proceeds at closing any amount sufficient to comply with applicable tax law
and deliver the amount withheld to the Internal Revenue Service (IRS),
together with appropriate tax forms. IRS regulations require filing written
reports if cash in excess of specified amounts is received in the
transaction.
21. DISPUTE RESOLUTION: The parties agree to negotiate in good faith in an
effort to resolve any dispute related to this contract that may arise. If
the dispute cannot be resolved by negotiation, the parties will submit the
dispute to mediation before resorting to arbitration or litigation and will
equally share the costs of a mutually acceptable mediator.
22. AGREEMENT OF THE PARTIES:
A. This contract is binding on the parties, their heirs, executors,
representatives, successors, and permitted assigns.
B. This contract is to be construed in accordance with the laws of the
State of Texas.
C. This contract contains the entire agreement of the parties and may not
be changed except by written agreement.
D. If this contract is executed in a number of identical counterparts, each
counterpart is an original and all counterparts, collectively,
constitute one agreement.
E. Buyer [X] may [ ] may not assign this contract. If Buyer assigns this
contract Buyer will be relieved of any future liability under this
contract only if the assignee assumes, in writing, all obligations and
liability of Buyer under this contract.
F. Addenda which are part of this contract are: (Check all that apply.)
[X] (1) Property Description Exhibit identified in Paragraph 2;
[ ] (2) Financing Addendum;
[ ] (3) Commercial Property Condition Statement;
[ ] (4) Notice to Purchaser of Real Property in a Water District;
[ ] (5) Addendum for Coastal Area Property;
[ ] (6) Addendum for Property Located Seaward of the Gulf Intracoastal
Waterway; and
[X] (7) Addendum "ONE" SPECIAL PROVISIONS.
23. TIME: Time is of the essence in this contract The parties require strict
compliance with the times for performance. If the last day to perform under
a provision of this contract falls on a Saturday, Sunday, or legal holiday,
the time for performance is extended until the next day which is not a
Saturday, Sunday, or legal holiday.
24. EFFECTIVE DATE: The effective date of this contract for the purpose of
performance of all obligations is the date the escrow agent receipts this
contract after all parties execute this contract.
25. ADDITIONAL NOTICES:
A. Buyer should have an abstract covering the Property examined by an
attorney of Buyer's selection, or Buyer should be furnished with or
obtain a title policy.
B. If the Property is situated in a utility or other statutorily created
district providing water, sewer, drainage, or flood control facilities
and services, Chapter 49, Texas Water Code, requires Seller to deliver
and Buyer to sign the statutory notice relating to the tax rate, bonded
indebtedness, or standby fees of the district before final execution of
this contract.
Initialed for Identification by Buyer [ILLEGIBLE], _____ and Seller
[ILLEGIBLE], ____ TAR, X.X. Xxx 0000, Xxxxxx, XX 00000-0000
Page 8 of 9
9
Commercial Unimproved Contract Concerning 2829 Sea Harbor
C. If the Property adjoins or shares a common boundary with the tidally
influenced submerged lands of the state, Section 33.135 of the Texas
Natural Resources Code requires a notice regarding coastal area property
to be included as part of this contract.
D. If the Property is located seaward of the Gulf Intracoastal Waterway,
Section 61.025, Texas Natural Resources Code, requires a notice
regarding the seaward location of the Property to be included as part of
this contract.
E. If the Property is located outside the limits of a municipality, the
Property may now or later be included in the extra-territorial
jurisdiction (ETJ) of a municipality and may now or later be subject to
annexation by the municipality. Each municipality maintains a map that
depicts its boundaries and ETJ. To determine if the Property is located
within a municipality's ETJ, Buyer should contact all municipalities
located in the general proximity of the Property for further
information.
F. Brokers are not qualified to perform property inspections, surveys,
engineering studies, environmental assessments, or inspections to
determine compliance with zoning, governmental regulations, or laws.
Buyer should seek experts to perform such services. Selection of
inspectors and repairmen is the responsibility of Buyer and not the
brokers.
26. CONTRACT AS OFFER: The execution of this contract by the first party
constitutes an offer to buy or sell the Property. Unless the other party
accepts by 5:00 p.m., in the time zone in which the Property is located, on
November 17, 2000, the offer will lapse and become null and void.
THIS IS A LEGALLY BINDING CONTRACT. READ IT CAREFULLY. THE BROKERS AND
AGENTS MAKE NO REPRESENTATION OR RECOMMENDATION AS TO THE LEGAL
SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS DOCUMENT OR
TRANSACTION. CONSULT YOUR ATTORNEY BEFORE SIGNING.
Buyer's Seller's
Attorney Attorney
------------------------------ ------------------------------
/s/ XXX X. XXXXXXXX [ILLEGIBLE]
--------------------------------------- ------------------------------------
Buyer S&A Enterprises, INC. Seller Dallas Woodcraft Inc.
--------------------------------------- ------------------------------------
Buyer Seller
AGREEMENT BETWEEN BROKERS
Listing Broker agrees to pay XXXX XXXXX (Other Broker) a fee of $_________
or 6.000% of the sales price when the Listing Broker's fee is received. Escrow
agent is authorized and directed to pay Other Broker from Listing Broker's fee
at closing. This Agreement Between Brokers supersedes any prior offers and
agreements for compensation between brokers.
XXXX XXXXX 0188793 NONE
---------------------------------------- --------------------------------------
Other Broker License No. Listing Broker License No.
By: /s/ XXXX XXXXX By:
------------------------------------ --------------------------------------
Xxxx Xxxxx
2526 MANANA #101A XXXXXX, XX. 00000
---------------------------------------- --------------------------------------
Other Broker's Address Listing Broker's Address
000-000-0000 000-000-0000
---------------------------------------- --------------------------------------
Phone Fax Phone Fax
ESCROW RECEIPT
Escrow agent acknowledges receipt of:
[ ] A. the contract on this day ________________________ (effective date);
[ ] X. xxxxxxx money in the amount of $___________ in the form of ________ on
this day __________.
---------------------------- Address: 0000 XXXXXX Xxxx #000 XXXXXX, XX. 7522
Escrow Agent ----------------------------------------
By: -------------------------------------------------
------------------------- 000-000-0000 000 000-0000
-------------------------------------------------
Phone Fax
Initialed for Identification by Buyer [ILLEGIBLE], _____ and Seller
[ILLEGIBLE], ____ TAR, X.X. Xxx 0000, Xxxxxx, XX 00000-0000
Page 9 of 9
10
ADDENDUM "ONE"
This addendum to Contract of Sale is hereby made a part of that certain
Contract between DALLAS WOODCRAFT, INC., as Seller, and S&A ENTERPRISES, INC. OR
ASSIGNS, as Buyer, and is executed of even date with said Contract.
(1) ZONING: The Buyer's obligation to close the purchase of this property
is expressly subject to and contingent upon the property being zoned in
a classification that will allow the Sales, Storage and repair of
Tractor Trailers and related Equipment. If it is determined that the
Zoning is not suitable for the Buyer's intended use, the Buyer may
terminate this Contract by giving written notice to the Seller prior to
the scheduled closing date and the Xxxxxxx Monies shall be refunded to
the Buyer.
(2) PLAT APPROVAL: Additionally, Buyer's obligation to purchase the
property is expressly subject to and contingent upon the BUYER, at
BUYER'S expense having the subject property replatted by the City of
Dallas into a Platted Lot acceptable to the Buyer. Such approvals shall
consist of (a) a favorable recommendation of the preliminary plat by
the City Plan Commission of the City of Dallas, and (b) a favorable
vote by the Dallas City Council, if required. Upon approval of the
final plat, closing shall take place prior to filing the plat of record
with Dallas County, Texas. BUYER AND SELLER AGREE TO CLOSE WITHIN TEN
DAYS AFTER RECEIPT OF NOTICE OF FINAL PLAT APPROVAL IF SUCH APPROVAL
TAKES LESS THAN 90 DAYS.
Upon final execution of this Contract, the BUYER shall diligently
proceed with the application for approval by the city for the
preliminary replatting of the property, which shall be at the sole
expense of BUYER. Seller agrees to use his best efforts and to
cooperate fully with the Buyer in the plat applications and approvals.
BUYER shall have 90 days from the date of execution of this contract by
both parties to complete the platting of the property. In the event the
property plat has not been approved by the city within 90 days from the
effective date of this contract and any extensions thereof, then at the
option of the Buyer by giving written notice to Seller, this Contract
shall terminate and the Xxxxxxx Monies shall be promptly refunded to
the Buyer, unless it shall be otherwise agreed to in writing by the
Buyer and Seller.
(3) ENVIRONMENTAL: Within thirty days after the effective date of this
contract, Seller agrees to furnish to Buyer a PHASE I ENVIRONMENTAL
REPORT at Seller's expense prepared by LAW ENGINEERING & ENVIRONMENTAL
DATED MARCH 26,1998. ANY UPDATES TO THIS REPORT SHALL BE AT BUYER'S
EXPENSE. Such report shall reflect and/or conclude that the property is
in substantial compliance with all applicable Environmental Laws,
failing which, the Buyer may terminate this Contract by giving written
notice to the Seller within ten days after receipt of the Environmental
Report. In which case the Xxxxxxx Money shall be refunded to Buyer and
neither party shall have any further obligation to the other hereunder.
INITIALED FOR IDENTIFICATION BY SELLER /s/ [ILLEGIBLE], AND BUYER
/s/ [ILLEGIBLE].
11
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