REAL ESTATE CONTRACT OF SALE
THIS AGREEMENT ("Contract") is entered into by and between CCI Telecom,
Inc., a Nevada corporation ("Seller"), and Gur Parsaad Properties, Ltd., a Texas
limited partnership ("Purchaser").
W I T N E S S E T H:
FOR AND IN CONSIDERATION of the promises, undertakings, and mutual
covenants of the parties herein set forth, and subject to the terms and
conditions hereof, Seller hereby agrees to sell and Purchaser hereby agrees to
purchase and pay for all that certain property hereinafter described in
accordance with the following terms and conditions:
1. PROPERTY. The property to be conveyed by Seller to Purchaser at
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Closing shall be comprised of the following:
All of Xxx 0, Xxxxx 0, Xxx Xxxx Xxxxx 00000, XXXXXXXXX XXXXXXX SUBDIVISION,
in the City of San Antonio, Bexar County, Texas (the "Land"), being more
particularly described on Exhibit "A" attached hereto and made a part
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hereof, together with any and all improvements situated on the Land (the
"Improvements"); and all right, title and interest of Seller, if any, in
and to any and all appurtenances, strips or xxxxx, xxxxx, xxxxxxxxx,
xxxxxxx, and rights-of-way bounding the Land; all utility capacity, water
rights, licenses, permits, entitlements, and bonds, if any, and all other
rights and benefits attributable to the Land; and all rights of ingress and
egress thereto (collectively, the "Additional Interests").
The Land, Improvements and any Additional Interests described in the
preceding paragraph are hereinafter sometimes collectively called the
"Property." Purchaser understands and agrees that Seller has the right to
purchase the Property from the record title holder as of the date hereof, CCI
Associates, Ltd. ("Associates"), but Seller does not own record title to the
Property as of the date hereof. Purchaser understands that Seller intends to
acquire record title to the Property from Associates contemporaneously with the
Closing provided for hereunder.
2. PURCHASE PRICE. The purchase price ("Purchase Price") to be paid by
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Purchaser to Seller for the Property shall be the sum of Two Million Two Hundred
Thousand and No/100 Dollars ($2,200,000.00). The Purchase Price shall be
payable to Seller by wire transfer of immediately available federal funds to the
Title Company for payment to Seller at Closing.
3. TITLE COMPANY. The title company closing this transaction shall be
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Presidio Title LLC, Attention: Xxx Xxxxx, 0000 Xxxxxxxx, Xxx Xxxxxxx, Xxxxx
00000 ("Title Company").
4. DUE DILIGENCE DOCUMENTS. The following documents have been delivered
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to Purchaser:
(a) Title Commitment. A current (dated April 1, 2005) commitment
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by Title Company (the "Title Commitment") for the issuance of an owner's policy
of title insurance to
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the Purchaser, together with good and legible copies of all documents
constituting exceptions to title as reflected in the Title Commitment.
(b) Survey. Seller has previously caused to be delivered to
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Purchaser a current survey (referred to herein as the "Survey") of the Property
dated April 14, 2005 and prepared by Xxxxxx X. Xxxx XX, a registered
professional land surveyor, of Cash Surveying, Inc.
(c) Environmental Study. Seller has previously delivered to
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Purchaser a Phase One Environmental Site Assessment dated April 8, 2005,
prepared by A. Xxxxxx Xxxxxxxxxx, R.E.M. of Clean Environments, Inc. (the
"Environmental Study").
(d) Review of Title, Survey and Environmental Study. All matters
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shown under Exhibit "B" to this Contract, under Schedule B of the Title
Commitment, and by the Survey to which Purchaser has not objected or Purchaser
has waived as provided herein shall be considered to be "Permitted Exceptions."
Notwithstanding the foregoing, under no circumstances shall Purchaser be
required to object to any existing liens reflected in the Title Commitment or
other matters shown on Schedule "C" thereto, all of which (except for the lien
or liens for taxes not yet due and payable) shall be released or satisfied by
Seller at its expense out of the Purchase Price at Closing.
5. INSPECTION RIGHT. Purchaser has been given the opportunity to
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inspect the condition of the Property and to perform such other investigations
as Purchaser elected in its sole discretion.
6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER. Seller and
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Associates represent and warrant to Purchaser that, contingent upon the
conveyance of the Property from Associates to Seller, Seller will have at
closing record title to the Property, and that at Closing, such title shall be
free and clear of all liens, encumbrances, covenants, restrictions,
rights-of-way, easements, leases and other matters affecting title except for
the Permitted Exceptions. Seller further represents and warrants to Purchaser
that the Property will be transferred to Purchaser free and clear of any
management, service or other contractual obligations other than the Permitted
Exceptions.
Seller and Associates hereby further represent and warrant to Purchaser
that, to Seller's actual knowledge:
(a) No Actions. There are no actions, suits or proceedings
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pending or, to the best of Seller's knowledge, threatened against Associates or
otherwise affecting any portion of the Property, at law or in equity, or before
or by any federal, state, municipal or other governmental court, department,
commission, board, bureau, agency or instrumentality, domestic or foreign.
(b) Authority. The execution by Seller of this Contract and the
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consummation by Seller of the sale contemplated hereby have been duly
authorized, and do not, and, at the Closing Date, will not, result in a breach
of any of the terms or provisions of, or constitute a default under any
indenture, agreement, instrument or obligation to which Seller is a party or by
which the Property or any portion thereof is bound.
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(c) Compliance with Laws. The Property complies with all
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applicable laws and ordinances, and the present maintenance, operation and use
of the Property does not violate any environmental, zoning, subdivision,
building or similar law, ordinance, code, regulation or governmental permit
affecting the Property.
(d) Environmental.
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(i) During the period that Associates has owned the Property,
to the best of Seller's knowledge, there has been no storage, production,
transportation, disposal, treatment or release of any solid waste, hazardous
waste, toxic substance, or any other pollutants or contaminants (hereinafter
collectively referred to as "Pollutants") on or in the Property and Associates
has complied with all applicable local, state or federal environmental laws and
regulations.
(ii) To the best of Seller's knowledge, prior to Associates'
acquisition of the Property there was no storage, production, transportation,
disposal, treatment or release of any Pollutants on or in the Property.
(iii) To the best of Seller's knowledge, there have been no
Pollutants on or in neighboring properties, which, through soil or groundwater
migration, could have moved to the Property.
(e) Condemnation. To the best knowledge of Seller, there are no
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pending or threatened condemnation or similar proceedings affecting the
Property.
Seller and Associates make all of the representations and warranties
contained in this Paragraph 6 both as of the date hereof and as of the Closing
Date and all representations and warranties shall survive Closing. For purposes
of this Contract and any document delivered at Closing, whenever the phrases "to
the best of Seller's knowledge", "to the actual knowledge of Seller" or the
"knowledge" of Seller or words of similar import are used, they shall be deemed
to refer to the current, actual, conscious knowledge only, and not any implied,
imputed or constructive knowledge, without any independent investigation having
been made or any implied duty to investigate, of Xxxxxxx X. Xxxxx and Xxxxx
Xxxxxxxxx, who are executive officers of CCI.
7. CLOSING. The closing ("Closing") hereunder shall take place at the
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offices of the Title Company at 9:00 a.m. on April 29, 2005 ("Closing Date").
8. SELLER'S OBLIGATIONS AT CLOSING. At the Closing, Seller shall
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furnish or deliver to Purchaser, at Seller's sole cost and expense, the
following:
(a) Deed. A general warranty deed covering the Property, duly
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signed and acknowledged by Seller, which deed shall be in substantially the form
promulgated by the State Bar of Texas and otherwise reasonably acceptable to
Purchaser, and shall convey to Purchaser good and indefeasible fee simple title
to the Property free and clear of all liens, rights-of-way, easements, leases,
and other matters affecting title to the Property except for the Permitted
Exceptions.
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(b) Assignment and Xxxx of Sale. A blanket assignment and xxxx of
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sale, duly signed and acknowledged by Seller, assigning and conveying to
Purchaser title to all personal property covered by this Contract, and all
warranties pertaining thereto, and the lessor's interest in all leases
encumbering the Property, in a form reasonably acceptable to Purchaser, free and
clear of all liens and encumbrances, other than the Permitted Exceptions.
(c) Title Policy. An Owner's Policy of Title Insurance (the
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"Title Policy") issued by the Title Company, on the standard form in use in the
State of Texas, insuring good and indefeasible fee simple title to the Property
in the Purchaser, in the amount of the Purchase Price, subject only to the
Permitted Exceptions and the standard printed exceptions therein, except:
(i) The exception relating to restrictions against the
Property shall be deleted, except for such restrictions as may be included in
the Permitted Exceptions;
(ii) The exception relating to standby fees and ad valorem
taxes shall except only to taxes owing for the current year and subsequent
assessments for prior years due to change in land usage or ownership; and
(iii) The survey exception shall, at Purchaser's option, be
deleted except "shortages in area" at Purchaser's sole cost and expense.
(d) Evidence of Authority. Such evidence or other documents as
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may be reasonably required by Purchaser or the Title Company evidencing the
status and capacity of Seller and the authority of the person or persons who are
executing the various documents on behalf of Seller in connection with the sale
of the Property.
(e) Non-Foreign Affidavit. A non-withholding statement that will
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satisfy the requirements of Section 1445 of the Internal Revenue Code so that
Purchaser is not required to withhold any portion of the purchase price for
payment to the Internal Revenue Service.
(f) Other Documents. Such other documents as the Title Company
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may reasonably require to consummate this transaction.
9. PURCHASER'S OBLIGATIONS AT CLOSING. At the Closing, Purchaser shall
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deliver to Seller, at Purchaser's sole cost and expense, the following:
(a) Purchase Price. The Purchase Price via wire transfer of
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immediately available federal funds.
(b) Other Documents. Such other documents as the Title Company
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may reasonably require to consummate this transaction.
(c) Evidence of Authority. Such evidence or other documents that
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may be reasonably required by Seller or the Title Company evidencing the status
and capacity of Purchaser and the authority of the person or persons who are
executing the various documents on behalf of Purchaser in connection with the
purchase of the Property.
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10. COSTS AND ADJUSTMENTS.
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(a) Taxes and Closing Costs. All ordinary real property taxes
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levied or assessed against the Property by the city, county, state or other
taxing authority shall be prorated between Purchaser and Seller on the basis of
the latest available tax assessments. The apportionment of taxes shall be upon
the basis of the tax rate for the last preceding year (if the current year's
statements are not available) applied to the latest assessed valuation, and
adjustments in the prorations shall be made if necessary upon receipt of the tax
statements for the year of Closing, and both parties agree that payment of the
amount of such adjustments shall be made within ten (10) days of receipt of such
tax statements for the year of Closing. Seller shall pay for the cost of the
title policy delivered to Purchaser, tax certificates, and one-half of the
escrow fees charged by Title Company. Purchaser shall pay any fees charged by
Purchaser's lender, if any, including any mortgagee title policy required in
connection therewith, the premium for the "Shortages in Area" deletion (if such
deletion is desired by Purchaser), and one-half of the escrow fees charged by
Title Company. Seller and Purchaser shall each be responsible for the fees and
expenses of their respective attorneys, except that Seller shall pay the first
Ten Thousand Dollars ($10,000.00) of Purchaser's attorneys' fees for this
transaction, if any, when, as and if the Closing occurs, but not otherwise, and
same shall be credited from Seller to Purchaser on the Closing statement.
(b) Other Income and Expenses. All other income and ordinary
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operating expenses for or pertaining to the Property, including, but not limited
to, public utility charges, maintenance and service charges shall be prorated as
of the Closing Date; provided that Purchaser shall not be obligated for payments
under any management, service or other contractual agreements affecting the
Property and the same shall be terminated prior to Closing unless Purchaser
expressly elects to assume the same; and provided further that income from the
Existing CCI Lease (as hereinafter defined) shall not be prorated.
Seller agrees to indemnify and hold Purchaser harmless of and from any and
all liabilities, claims, demands and expenses, of any kind or nature arising or
attributable to the period prior to the Closing Date and which are in any way
related to the ownership, maintenance or operation of the Property, and all
expenses related thereto, including, but not limited to, court costs and
attorneys' fees.
Purchaser agrees to indemnify and hold Seller harmless of and from any and
all liabilities, claims, demands and expenses, of any kind or nature, arising or
attributable to the period on or subsequent to the Closing Date and which are in
any way related to the ownership, maintenance or operation of the Property,
including, but not limited to, court costs and attorneys' fees.
11. INTENTIONALLY DELETED.
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12. NOTICES. All notices, demands or other communications of any type
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given by the Seller to the Purchaser, or by the Purchaser to the Seller, whether
required by this Contract or in any way related to the transaction contracted
for herein, shall be void and of no effect unless given in accordance with the
provisions of this paragraph. All notices shall be in writing and delivered to
the person to whom the notice is directed, either in person, by overnight
delivery
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service, facsimile with confirmed receipt, or by mail as a registered or
certified item, return receipt requested. Notices delivered by mail shall be
deemed given upon the date when deposited in a post office or other depository
under the care or custody of the United States Postal Service, enclosed in a
wrapper with proper postage affixed, and notices delivered by other means shall
be effective when received by the party to whom the same is addressed, and such
notices shall be addressed as follows:
Seller: CCI Telecom, Inc.
00000 Xxx Xxxx Xxxx
Xxx Xxxxxxx, Xxxxx 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
With copy to: Xxx X. Sandoloski
Xxxxxxxx Tuggey Pauerstein Xxxxxxxxx
000 Xxxx Xxxxxxxx
Xxxxx 000
Xxx Xxxxxxx, Xxxxx 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
Purchaser: Gur Parsaad Properties, Ltd.
c/o Karta Technologies, Inc.
0000 Xxxxxxxxx Xxxxxxx
Xxx Xxxxxxx, Xxxxx 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
With copy to: Xxxxxx X. Xxxxxxxxx, Xx.
c/o Karta Technologies, Inc.
0000 Xxxxxxxxx Xxxxxxx
Xxx Xxxxxxx, Xxxxx 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
13. REMEDIES. In the event that Seller fails to timely comply with all
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conditions, covenants and obligations hereunder, or any of the representations
and warranties of Seller contained herein are untrue, such failure or
misrepresentation shall be an event of default by Seller and Purchaser shall be
entitled, as its sole and exclusive remedy, either to (i) terminate this
Contract by providing written notice thereof to Seller, and the parties hereto
shall have no further liabilities or obligations one unto the other, or (ii)
enforce specific performance of this Contract.
In the event that Purchaser fails to timely comply with all conditions,
covenants and obligations it has hereunder, except due to a default by Seller,
such failure shall be an event of default by Purchaser, and Seller's sole and
exclusive remedy for any such default shall be to
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terminate this Contract, Seller hereby waiving any other rights or remedies to
which it may otherwise be entitled.
14. MISCELLANEOUS.
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(a) Interpretation and Applicable Law. This Agreement shall be
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construed and interpreted in accordance with the laws of the State of Texas, and
venue shall be in Bexar County, Texas. Where required for proper
interpretation, words in the singular shall include the plural; the masculine
gender shall include the neuter and the feminine, and vice versa. The terms
"successors and assigns" shall include the heirs, administrators, executors,
successors and permitted assigns, as applicable, of any party hereto. Time is
of the essence in this Contract in all respects.
(b) Amendment. This Contract may not be modified or amended,
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except by an agreement in writing signed by the Seller and the Purchaser. The
parties may waive any of the conditions contained herein or any of the
obligations of the other party hereunder, but any such waiver shall be effective
only if in writing and signed by the party waiving such conditions and
obligations.
(c) Attorneys' Fees. In the event it becomes necessary for either
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party to file a suit to enforce this Contract or any provisions contained
herein, the prevailing party shall be entitled to recover, in addition to all
other remedies or damages, reasonable attorneys' fees and costs of court
incurred in such suit.
(d) Descriptive Headings. The descriptive headings of the several
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paragraphs contained in this Contract are inserted for convenience only and
shall not control or affect the meaning or construction of any of the provisions
hereof.
(e) Entire Agreement. This Contract (and the items to be
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furnished in accordance herewith) constitutes the entire agreement between the
parties pertaining to the subject matter hereof and supersedes all prior and
contemporaneous agreements and understandings of the parties in connection
therewith. No representation, warranty, covenant, agreement or condition not
expressed in this Contract shall be binding upon the parties hereto or shall
affect or be effective to interpret, change or restrict the provisions of this
Contract.
(f) Multiple Originals and Counterparts. The parties may execute
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numerous copies of this Contract hereto, either together or in counterparts.
Each such executed copy or, if signed in counterparts, both such counterparts
shall have the full force and effect of an original executed instrument.
(g) Real Estate Commission. Each party hereby represents and
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warrants that it has not entered into any agreements which could give rise to a
real estate commission being owed as a result of this Contract, and each party
hereby indemnifies and agrees to hold the other party harmless from any loss,
liability, damage, cost or expense (including reasonable attorneys' fees)
resulting to the other party by reason of any brokerage fees or claims by
brokers, arising out of any agreement entered into by such party in connection
with the Property. Notwithstanding anything to the contrary contained herein,
the indemnities set forth in this subparagraph 14(g)shall survive the Closing.
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(h) Assignment. Purchaser may, at its option and at any time
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during this Contract, assign this Contract without the consent of Seller.
(i) Effective Date. All references in this Contract to the
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"Effective Date", the "date hereof", or the "date of this Contract" shall mean
the date upon which the Title Company acknowledges receipt of this Contract as
set forth below.
(j) Legal Holidays. Notwithstanding anything herein to the
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contrary, if the final date of any period, any date of performance or any
deadline date which is set forth in this Contract falls on a Saturday, Sunday or
federal legal holiday, then such date shall be extended to the next following
date which is not a Saturday, Sunday or federal legal holiday.
(k) Binding Effect. This Contract shall be binding upon and shall
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inure to the benefit of the parties hereto and their successors and assigns.
15. CCI LEASE. Notwithstanding any other provision herein to the
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contrary, it is hereby understood and agreed between Seller and Purchaser that
the Property is currently subject to an existing lease (the "Existing CCI
Lease") between Associates and Contemporary Constructors, Inc. ("CCI") (CCI
being a wholly-owned subsidiary of Seller). Purchaser and Seller are
negotiating the terms and conditions of a new lease (the "New Lease") to replace
the Existing CCI Lease. It is a condition of both Seller and Purchaser to
Closing that Purchaser and Seller enter into the New Lease at the Closing. In
the event that Purchaser and Seller fail to enter into the New Lease at or prior
to the Closing, for any reason or for no reason, then either Purchaser or Seller
may terminate this Contract on or prior to the Closing Date, whereupon this
Contract shall be cancelled, and thereafter neither Seller nor Purchaser shall
have any continuing rights or obligations hereunder. Upon execution of the New
Lease, the Existing CCI Lease shall be deemed terminated in all respects and no
proration of rent on account of either the New Lease or the Existing CCI Lease
shall be made at Closing.
16. ACQUISITION OF TITLE FROM ASSOCIATES. Notwithstanding any other
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provision herein to the contrary, it is hereby understood and agreed between
Seller and Purchaser that the Property is currently owned by Associates. It is
a condition of both Seller and Purchaser to Closing that Seller acquire record
title to the Property from Associates. In the event that Seller fails to
acquire title to the Property from Associates on or prior to the Closing Date,
for any reason or for no reason, then either Purchaser or Seller may terminate
this Contract on or prior to the Closing Date, whereupon this Contract shall be
cancelled, and thereafter neither Seller nor Purchaser shall have any continuing
rights or obligations hereunder.
[Signature Page to Follow]
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EXECUTED on this the 29th day of April 2005.
SELLER:
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CCI Telecom, Inc., a Nevada corporation
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
President
PURCHASER:
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Gur Parsaad Properties, Ltd., a Texas limited
partnership
By: Gur Parsaad Management, LLC, its
general partner
By: /s/ X.X. Xxxxx
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X.X. Xxxxx
Manager
AS TO PARAGRAPHS 5 AND 6 ONLY:
CCI ASSOCIATES, LTD., a Texas limited partnership
By: XXXXX PROPERTIES, INC.
a Texas corporation, its General Partner
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
President
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RECEIPT OF ONE (1) EXECUTED COUNTERPART OF
THIS CONTRACT IS HEREBY ACKNOWLEDGED:
TITLE COMPANY:
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PRESIDIO TITLE LLC
By:
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Name:
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Its:
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Date:
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EXHIBIT "A"
Legal Description
Xxx 0, Xxx Xxxx Xxxxx 00000, situated in the City of San Antonio, Bexar County,
Texas, and being out of Xxxxxxxxx Estates Subdivision as recorded in Volume
9502, Page 178 of the Deed and Plat Records of Bexar County, Texas.
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EXHIBIT "B"
Permitted Exceptions
[Attach Schedule B of April 1, 2005 Title Commitment]
All matters shown on Schedule B to that certain Commitment for Title Insurance
issued by the Title Company under GF No. 100425, dated April 1, 2005, effective
as of March 8, 2005 (showing XxXxxxx Partners, LLC as Proposed Insured), which
Schedule B is attached hereto and made a part hereof for all purposes.
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