SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A (No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 24, 1999
Broadview Media, Inc.
(Exact name of Registrant as Specified in its Charter)
Minnesota
(State or Other Jurisdiction of Incorporation)
0-8505 41-0641789
(Commission File Number) (IRS Employer
Identification No.)
4455 West 77th Street
Minneapolis, Minnesota 55435
(Address of Principal Executive Offices and Zip Code)
(612) 835-4455
(Registrant's telephone number, including area code)
Northwest Teleproductions, Inc.
(Former Name or Former Address, if Changed Since Last Report)
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Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired:
Not Applicable.
(b) Pro forma financial information:
Not Applicable.
(c) Exhibits:
See Exhibit Index on page following Signatures.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BROADVIEW MEDIA, INC.
By /s/ Phillip A. Staden
Date April 6, 2000 Phillip A. Staden, President
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EXHIBIT INDEX
Northwest Teleproductions, Inc.
Form 8-K Current Report
Exhibit Number Description
2 Contract of Sale dated September 20, 1999 between Southwest
Teleproductions, Inc. and Sharon Harrison.
ROBERT LYNN COMPANY
North Texas Commercial Association of Realtors(R)
COMMERCIAL CONTRACT OF SALE
IN CONSIDERATION of the mutual terms, provisions, covenants and agreements
contained in this Contract (the "Contract"), the parties hereto agree as follows
[Check all boxes applicable to this Contract. Boxes not checked do not apply to
this Contract.]:
1. PARTIES. Southwest Teleproductions, Inc. (the "Seller") shall sell and convey
to Sharon Harrison (the "Purchaser") and Purchaser shall buy and pay for the
Property (defined below).
2. PROPERTY. Being an approximately 14,104 square feet single story tiltwall
office/warehouse with an address of 2649 Tarna Rd. in the City of Dallas, Dallas
County, Texas, further described as: Freeway North Ind. Park Blk 1/6593, Lot 7
or as described in Exhibit A, SURVEY AND/OR LEGAL DESCRIPTION, and/or as shown
on Exhibit B, FLOOR PLAN AND/OR SITE PLAN, 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 and rights-of-way. Such real estate, improvements, rights and
appurtenances are collectively referred to as the "Property."
[ ] The Property also includes fixtures and articles of personal property listed
and described in Addendum A, PERSONAL PROPERTY.
3. PURCHASE PRICE. The purchase price for the Property is $625,000 (the
"Purchase Price"), payable as follows:
[ ] A. The Purchase Price shall be adjusted up or down based upon the [strike
one] gross land area/Net Land Area (as defined below) of the Property determined
by the Survey. The applicable land area shall be multiplied by $___________ per
square foot and the product thereof shall become the Purchase Price at Closing.
[X] B. Cash payable at Closing: $625,000.
[ ] C. The balance of the Purchase Price shall be payable according to the
provisions in Addendum B, FINANCING.
4. EARNEST MONEY.
A. Earnest Money Deposit. Within two business days after the Effective
Date of this Contract, Purchaser shall deposit earnest money in the form of a
certified or cashier's check in the amount of $25,000 (the "Earnest Money")
payable to Safeco Land Title of Dallas (the "Title Company"), in its capacity as
escrow agent, to be held in escrow pursuant to the terms of this Contract.
Seller's acceptance of this Contract is expressly conditioned upon Purchaser's
timely deposit of the Earnest Money with the Title Company. If Purchaser fails
to timely deposit the Earnest Money, Seller may, at Seller's option, terminate
this Contract by delivering a written termination notice to Purchaser.
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Notwithstanding anything herein to the contrary, a portion of the Earnest Money
in the amount of $100 shall be non-refundable and shall be distributed to Seller
at Closing or other termination of this Contract as full payment and independent
consideration for Seller's performance under this Contract. If this Contract is
properly terminated by Purchaser pursuant to a right of termination granted to
Purchaser for Seller's performance under this Contract. If this Contract is
properly terminated by Purchaser pursuant to a right of termination granted to
Purchaser by any provision of this Contract, or any attached Addenda, the
Earnest Money, less the non-refundable portion, shall be promptly refunded to
Purchaser, and the parties shall have no further rights or obligations under
this Contract (except for those which may expressly survive the termination).
The Earnest Money [X] shall [ ] shall not be placed in an interest-bearing
account by the Title Company, and any interest earned thereon shall become a
part of the Earnest Money. At Closing the Earnest Money shall be applied to the
Purchase Price.
B. Escrow. The Earnest Money is deposited with the Title Company with
the understanding that the Title Company (1) is not responsible for the
performance or non-performance of any party to this Contract, and (2) is not
liable for interest on the funds held unless required in Paragraph 4.A. The
Title Company shall deposit the Earnest Money in one or more fully insured
accounts in one or more Federally insured banking or savings institutions. If
both parties make demand for the payment of the Earnest Money, the Title Company
has the right to require from all parties and Broker(s) a written release of
liability of the Title Company which authorizes the disbursement of the Earnest
Money. If only one party makes demand for payment of the refundable portion of
the Earnest Money, the Title Company shall give notice to the other party of the
demand. The Title Company is authorized and directed to honor the demand unless
the other party delivers a written objection to the Title Company within ten
(10) days after the Title Company's notice to that party.
5. SURVEY AND TITLE DOCUMENTS.
A. Survey. As soon as reasonably possible, and in any event within
twenty (20) days after the Effective Date, Seller shall, at Seller's expense,
deliver or cause to be delivered to Purchaser a copy of a current or updated
on-the-ground perimeter survey (the "Survey") of the Property prepared by a
Registered Professional Land Surveyor reasonably acceptable to the Purchaser.
The Survey shall show the location and size of all of the following on or
adjacent to the Property, if any: buildings, improvements, streets, pavements,
easements, rights-of-way, protrusions, encroachments, fences, building lines,
100-year flood plain, apparent public utilities, and recording information of
easements. The Survey shall show the gross land area and the Net Land Area. The
Survey shall be in a form and of a date acceptable to Purchaser and to the Title
Company, and in acceptable form in order to allow the Title Company to delete
the survey exception (except as to "shortages in area") from the Title Policy.
The term "Net Land Area" means the gross land area of the Property less the land
area included in utility easements, drainage easements, ingress/egress
easements, rights-of-way, 100-year flood plain and encroachments on or across
the Property. The area within the 100-year flood plain shall be as defined by
the Federal Emergency Management Agency or other applicable governmental
authority. If the transaction described in this Contract does not close through
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no fault of Seller, or except as provided in Paragraph 16.C, Purchaser shall pay
for the Survey on demand. At Closing, the metes and bounds description of the
Property reflected in the Survey shall be used in the warranty deed and any
other documents requiring a legal description of the Property.
B. Title Commitment. As soon as reasonable possible, and in any event
within twenty (2)) days after the Effective Date, Seller shall, at Seller's
expense, deliver or cause to be delivered to Purchaser (1) a title commitment
(the "Title Commitment") covering the Property binding the Title Company to
issue a Texas owner Policy of Title Insurance (the "Title Policy") on the
standard form prescribed by the Texas State Board of Insurance at the Closing,
in the full amount of the Purchase Price, insuring Purchaser's fee simple title
to the Property to be good and indefeasible, subject only to the Permitted
Exceptions as defined below, and (2) the following documents (collectively, the
"Title Documents") (a) true and legible copies of all recorded Permitted
Exceptions as defined below, and (2) the following documents (collectively, the
"Title Documents") (a) true and legible copies of all recorded instruments
affecting the Property and recited as exceptions in the Title Commitment, (b) a
current tax certificate, and (c) written notices as required in Paragraph 5.C.
C. Special Assessment Districts. If the Property is situated within a
utility district or flood control district subject to the provisions of Section
50.301, Texas Water Code, then Seller shall give to Purchaser as part of the
Title Documents the required written notice. Purchaser agrees to acknowledge
receipt of the notice in writing. The notice must set forth the current tax
rate, the current bonded indebtedness and the authorized indebtedness of the
district, and must comply with all other applicable requirements of the Texas
Water Code. If the Property is subject to mandatory membership in a property
owners' association, Seller shall notify Purchaser of the current annual budget
of the property owners' association and the current authorized fees, dues and/or
assessments relating to the Property.
D. Abstract. At the time of the execution of this Contract, Purchaser
acknowledges that the Broker(s) (defined below) have advised and hereby advise
Purchaser, by this writing, that Purchaser should have the abstract covering the
Property examined by an attorney of Purchaser's own selection or that Purchaser
should be furnished with or obtain a policy of title insurance.
6. REVIEW OF TITLE DOCUMENTS.
A. Review Period. Purchaser shall have fifteen (15) days (the "Review
Period") after Purchaser's receipt of the last of (i) the survey, (ii) the Title
Commitment, (iii) the Title Documents, and (iv) all other documents required to
be furnished by Seller as identified on Addendum A, PERSONAL PROPERTY, and/or on
Addendum C, INSPECTION, to review them. If Purchaser has objections to the
Survey, Title Commitment or Title Documents, Purchaser may deliver the
objections to Seller in writing during the Review Period. Any item to which
Purchaser does not object shall be deemed a "Permitted Exception." Items that
the Title Company identifies as to be released at closing will be deemed
objections by Purchaser. Purchaser's failure to object within the time provided
shall be a waiver of the right to object. If there are objections by Purchaser,
or a third party lender, Seller shall make a good faith attempt to satisfy the
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objections within ten (10) days after receipt of Purchaser's objections (the
"Cure Period"), but Seller is not required to incur any cost to do so. Zoning
ordinances and the lien for current taxes are deemed to be Permitted Exceptions.
B. Cure Period. If Seller cannot satisfy the objections within the Cure
Period, Seller shall deliver a written notice to Purchaser, prior to expiration
of the cure period, stating whether Seller is committed to cure the objections
at or before Closing. If Seller does not timely deliver the notice, or does not
commit in the notice to fully cure all of the objections at or before Closing,
then Purchaser may terminate this Contract by delivering a written notice to
Seller on or before the earlier to occur of : (i) the date which is seven (7)
days after the expiration of the Cure Period; or (ii) the scheduled Closing
Date. If Purchaser properly and timely terminates this Contract, the refundable
portion of the Earnest Money shall be immediately returned to Purchaser and
neither party shall have any obligations under this contract (except for those
which may expressly survive the termination of this Contract). If Purchaser does
not properly and timely terminate this Contract, then Purchaser shall be deemed
to have waived any uncured objections and must accept such title as Seller is
able to convey at Closing.
7. SELLER'S WARRANTIES AND REPRESENTATIONS
A. Statements. Seller represents and warrants to Purchaser to the best
of Seller's knowledge the following:
(1) Title. At the Closing, Seller will have the right to, and will,
convey to Purchaser good and indefeasible fee simple title to the Property free
and clear of any and all liens, assessments, unrecorded easements, security
interests and other encumbrances except the Permitted Exceptions. Delivery of
the Title Policy pursuant to Paragraph 12 below will be deemed to satisfy the
obligation of Seller as to the sufficiency of title required under this
Contract. However, delivery of the Title Policy will not release Seller from the
warranties of title set forth in the warranty deed.
(2) Leases. There are no parties in possession of any portion of the
Property as lessees, tenants at sufferance or trespassers except tenants under
written leases delivered to Purchaser pursuant to this Contract.
(3) Negative Covenants. Seller shall not further encumber the Property
or allow an encumbrance upon the title to the Property, or modify the terms or
conditions of any existing leases, contracts or encumbrances, if any, without
the written consent of Purchaser.
(4) Liens and Debts. There are no mechanic's liens, Uniform Commercial
Code liens or unrecorded liens against the Property, and Seller shall not allow
any such liens to attach to the Property prior to Closing, which will not be
satisfied out of the Closing proceeds. All obligations of Seller arising from
the ownership and operation of the Property and any business operated on the
Property, including, but not limited to, taxes, leasing commissions, salaries,
contracts, and similar agreements, have been paid or will be paid prior to
Closing. Except for obligations for which provisions are made in this Contract
for prorating at Closing and any indebtedness taken subject to or assumed, there
will be no obligations of Seller with respect to the Property outstanding as of
Closing.
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(5) Litigation. There is no pending or threatened litigation,
condemnation or assessment affecting the Property. Seller shall promptly advise
Purchaser of any litigation, condemnation or assessment affecting the Property
which is instituted after the Effective Date.
(6) Material Defects. Seller has disclosed to Purchaser any and all
known conditions of a material nature with respect to the Property which may
affect the health or safety of any tenant or occupant of the Property. Except as
disclosed in writing by Seller to Purchaser, the Property has no known latent
structural defects or construction defects of a material nature, and none of the
improvements have been constructed with materials known to be a potential health
hazard to occupants of the Property. Purchaser acknowledges that the Broker(s)
have not made any warranties or representations with respect to the condition of
the Property or otherwise, and Purchaser is relying solely upon Purchaser's own
investigations and the representations of Seller, if any. Seller and Purchaser
agree to hold the Broker(s) harmless from any and all damages, claims, costs and
expenses of every kind and character resulting from or related to the furnishing
to the Broker(s) or Purchaser of any false, incorrect or inaccurate information
with respect to the Property, or Seller's concealing any material information
with respect to the condition of the Property.
(7) Hazardous Materials. Except as otherwise disclosed in writing by
Seller to Purchaser, Seller warrants and represents that the Property (including
the improvements located thereon) does not contain any Hazardous Materials
(defined below). Purchaser acknowledges that current and future federal, state
and local laws and regulations may require any Hazardous Materials to be removed
at the expense of those persons who may have had or continue to have any
interest in the Property. The expense of such removal my be substantial.
Purchaser further acknowledges that the Broker(s) have no expertise with respect
to Hazardous Materials, although the Broker(s) will disclose any actual
knowledge the Broker(s) may have regarding the presence of Hazardous Materials
on the Property. Purchaser agrees to look solely to experts and professionals
selected or approved by Purchaser to advise Purchaser with respect to the
condition of the Property and will not hold the Broker(s) responsible for any
Hazardous Materials condition related to the Property. Seller and Purchaser
agree to indemnify, defend and hold the Broker(s) harmless from and against any
liability, claim, debt, damage, cost, or expense, including but not limited to
reasonable attorneys' fees and courts costs, related to or arising out of
Hazardous Materials affecting the property. For purposes of this Contract, the
term "Hazardous Materials" means any pollutants, toxic substances, oils,
hazardous wastes, hazardous materials or hazardous substances as defined in or
pursuant to the Resource Conservation and Recovery Act, as amended, the
Comprehensive Environmental Response, Compensation and Liability Act, as
amended, the Federal Clean Water Act, as amended, or any other federal, state or
local environmental law, regulation, ordinance, rule or bylaw, whether existing
as of the Effective Date, or subsequently enacted.
(8) Operation of the Property. After the Effective Date until the
Closing Date, Seller shall (a) operate the Property in the same manner as the
Property has been operated, and (b) maintain the Property in the same condition
and in the same manner as existed on the Effective Date, except for ordinary
wear and tear and any casualty loss.
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(9) Remedies. If Purchaser discovers prior to Closing that any of
Seller's warranties or representations has been misrepresented or is inaccurate,
Purchaser may notify Seller promptly in writing, and Seller may attempt to
correct or remedy the misrepresentation or inaccuracy. If the misrepresentation
or inaccuracy is not remedied prior to Closing, upon written notice to Seller,
Purchaser may (i) proceed to Closing without waiving any claim for breach of
warranty or misrepresentation; or (ii) delay Closing, if Seller agrees to the
delay, until ten (10) days after the misrepresentation or inaccuracy is
remedied; or (iii) exercise Purchaser's remedies for default under this
Contract.
8. NONCONFORMANCE. Purchaser has or will independently investigate and verify to
Purchaser's satisfaction the extent of any limitations or permitted uses of the
Property. Purchaser acknowledges that the current use of the Property or the
improvements located on the Property (or both) may not conform to applicable,
federal, state or municipal laws, ordinances, codes or regulations. Zoning,
permitted uses, height limitations, setback requirements, minimum parking
requirements, limitations on coverage of improvements to total area of land,
requirements of the Americans with Disabilities Act, wetlands restrictions and
other matters may have a significant economic impact upon the intended use of
the Property by Purchaser. However, if Seller is aware of zoning changes and/or
nonconformance with any federal, state of local laws, ordinances, codes or
regulations, Seller shall disclose same to Purchaser. Purchaser is not relying
upon Seller's warranties or representations, or of the Broker(s), concerning the
permitted uses of the Property or with respect to any nonconformance of the
Property.
9. INSPECTION. [Check one]
[X] A. Inspection Desired. Purchaser desires to inspect the Property and Seller
grants the right to inspect the Property as described in Addendum C, INSPECTION.
[ ] B. Inspection Not Necessary. Purchaser acknowledges that Purchaser has
inspected the Property, including all buildings and improvements, and is
thoroughly familiar with its condition. Purchaser hereby accepts the Property in
its present condition, with such changes as may be hereafter be caused by normal
wear and tear prior to Closing, but without waiving Purchaser's right by virtue
of Seller's representations and warranties expressed in this Contract.
10. CASUALTY LOSS. All risks of loss to the Property shall remain upon Seller
prior to Closing. If, prior to the Closing, the Property is damaged or destroyed
by fire or other casualty, to a Material Extent (defined below), Purchaser may
either terminate this Contract by delivering a written termination notice to
Seller within ten days after the damage occurs, or elect to close. If, prior to
the closing, the Property is damaged by fire or any other damage or destruction,
there shall be no reduction in the Purchase Price and Seller shall, at Seller's
option: (i) fully repair the damage prior to Closing, at Seller's expense; or
(ii) reimburse Purchaser for the entire cost of repairing the Property by
allowing Purchaser to deduct the cost from the cash payable to Seller at
Closing; or (iii) assign to Purchaser all of Seller's right and interest in any
insurance proceeds resulting from the damage or destruction, plus an amount
equal to any insurance deductible. The term "Material Extent" means damage or
destruction if the cost of repairing and fully restoring the Property to its
previous condition exceeds ten percent (10%) of the Purchase Price. If the
extent of any damage or the amount of insurance proceeds to be made available is
<PAGE>
not able to be determined prior to the Closing Date, or the repairs are not able
to be completed prior to the Closing Date, either party may postpone the Closing
Date by delivering a written notice to the other party specifying an extended
Closing Date which is not more than thirty (30) days after the previously
scheduled Closing Date.
11. ASSIGNMENT. [Check only one]
[ ] A. Assignment Prohibited. Purchaser may not assign this Contract without
Seller's prior written consent.
[ ] B. Assignment Permitted. Purchaser may assign this Contract provided the
assignee assumes in writing all obligations and liabilities of Purchaser under
this Contract, in which event Purchaser shall be relieved of any further
liability hereunder.
[X] C. Limited Assignment. Purchaser may assign this Contract only to a related
party, defined as (i) an entity in which Purchaser is an owner, partner or
corporate officer, or (ii) a member(s) of the immediate family of the Purchaser.
Purchaser shall remain liable under this Contract after any assignment to a
related party.
12. CLOSING.
A. Closing Date. The closing of the transaction described in this
Contract (the "Closing") shall be held at 10:00 a.m. on the later of [check one]
[ ] ______________ days after the Effective Date; or [ ] __________ days after
the expiration of the Review Period or Inspection Period (whichever is later);
or [X] on November 15, 1999 (the "Closing Date") at the offices of the Title
Company at its address stated below. However, if any objections which where
properly and timely made by Purchaser pursuant to this Contract have not been
cured on the scheduled Closing Date, then either party may postpone the date of
the Closing by delivering a written notice to the other party specifying an
extended Closing Date which is not more than thirty (30) days after the
previously scheduled Closing Date.
B. Seller's Closing Documents. At the Closing, Seller shall deliver to
Purchaser at Seller's expense:
(1) A duly executed [check one] [ ] General Warranty Deed [X] Special
Warranty Deed (with Vendor's Lien retained if not a cash purchase) conveying the
Property in fee simple according to the legal description prepared by the
surveyor as shown on the Survey, subject only to the Permitted Exceptions.
(2) An updated Title Commitment committing the underwriter for the
Title Company to issue promptly after closing the Title Policy pursuant to the
Title Commitment, subject only to the Permitted Exceptions, in the full amount
of the Purchase Price, dated as of the date of Closing, and (at an additional
premium cost) [check only one if applicable] [X] with the survey exception
deleted at Seller's expense but not as to "shortages in area") or [ ] with the
survey exception deleted at Purchaser's expense (but not as to "shortages in
area");
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(3) A Bill of Sale conveying the personal identified in Addendum A,
PERSONAL PROPERTY, free and clear of liens, security interests and encumbrances,
subject only to the Permitted Exceptions (to the extent applicable);
(4) Possession of the Property, subject to validly existing leases and
other applicable Permitted Exceptions;
(5) An executed assignment of all leases;
(6) A current rent roll certified by Seller to be complete and
accurate;
(7) Evidence of Seller's authority and capacity to close this
transaction;
(8) All other documents reasonably required by the Title Company to
close this transaction.
C. Purchaser's Closing Documents.
(1) The cash portion of the Purchase Price, with the Earnest Money
being applied thereto;
(2) The Note and the Deed of Trust, if any;
(3) An Assumption of Agreement in recordable form agreeing to pay all
commissions payable under any lease of the Property;
(4) Evidence of Purchaser's authority and capacity to close this
transaction;
(5) All other documents reasonably required by the Title Company to
close this transaction.
D. Closing Costs. Each party shall pay its share of the closing costs which are
customarily paid by a Seller or Purchaser in a transaction of this character in
the county where the Property is located, or as otherwise agreed.
E. Prorations. Rents, lease commissions, interest, insurance premiums,
maintenance expenses, operating expenses, and ad valorem taxes for the year of
Closing shall be prorated at the Closing effective as of the date of Closing.
Any security deposits held by Seller shall be delivered to Purchaser at the
Closing. If the Closing occurs before the tax rate is fixed for the year of
Closing, 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 between estimated taxes for the year of Closing and the actual taxes
paid by Purchaser shall be adjusted equitably between the parties upon proof of
payment of the taxes by Purchaser. This provision shall survive the Closing.
F. Loan Assumption. If Purchaser assumes an existing mortgage loan at Closing,
Purchaser shall pay (1) to the lender, any assumption fee charged by the lender;
and (2) to Seller, a sum equal to amount of any reserve accounts held by lender
for the payment of taxes and/or insurance. Purchaser shall execute, at the
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option and expense of Seller, a Deed of Trust to Secure Assumption. If consent
to the assumption is required by the lender, Seller shall obtain the lender's
consent in writing and deliver the consent to Purchaser at Closing. If Seller
does not obtain the lender's written consent (if required) and deliver it to
Purchaser at or before Closing, Purchaser may terminate this Contract by
delivering a written termination notice to Seller whereupon the refundable
portion of the Earnest Money will be promptly refunded to Purchaser and the
parties shall have no further rights or obligations under this Contract (except
for those which may expressly survive the termination of this Contract.)
G. Rollback Taxes. If this sale or a change in use of the Property or denial of
a special use valuation on the Property claimed by Seller results in assessments
after Closing of additional taxes for periods of Seller's ownership, the
additional taxes plus an penalties and interest shall be paid by Seller to
Purchaser immediately upon receipt by Seller of a statement for the taxes,
unless this box [ ] is checked in which case Purchaser shall pay the additional
taxes plus any additional penalties and interest. This obligation shall survive
the Closing.
H. Foreign Person Notification. If Seller is a Foreign Person, as defined by the
U.S. Internal Revenue Code, or if Seller fails to deliver to Purchaser a
non-foreign affidavit pursuant to Section 1445 of the Internal Revenue Code,
then Purchaser may withhold from the sales proceeds an amount sufficient to
comply with applicable tax law and deliver the withheld proceeds to the Internal
Revenue Service, together with appropriate tax forms. The required affidavit(s)
from Seller(s) shall include (1) a statement that Seller is not a foreign
person, (2) the U.S. taxpayer identification number(s) of Seller(s) and (3)
other information required by Section 1445 of the Internal Revenue Code.
13. DEFAULT.
A. Purchaser's Remedies. If Seller fails to close this Contract for any
reason except Purchaser's default or the termination of this Contract pursuant
to a right to terminate set forth in this Contract, Seller shall be in default
and Purchaser may then elect one of the following, as Purchaser's sole remedy.
[Check all that may apply]:
[X] (1) Enforce specific performance of this Contract;
[ ] (2) Bring suit for damages against Seller;
[ ] (3) Enforce specific performance of this Contract and/or bring suit for
damages against Seller; or
[X] (4) Terminate and release Seller from this Contract and immediately receive
the refundable portion of the Earnest Money. Seller's failure to satisfy
Purchaser's objections under Paragraph 6 above shall not constitute a default by
Seller.
B. Seller's Remedies. If Purchaser fails to close this Contract for any
reason except Seller's default or the termination of this Contract pursuant to a
right to terminate set forth in this Contract, Purchaser shall be in default and
Seller may then elect one of the following, as Seller's sole remedy [Check all
that may apply]:
<PAGE>
[ ] (1) Enforce specific performance of this Contract;
[ ] (2) Bring suit for damages against Purchaser;
[ ] (3) Enforce specific performance of this Contract and/or bring suit for
damages against Purchaser; or
[X] (4) Have the Earnest Money paid to Seller as liquidated damages for the
Purchaser's breach of this Contract, thereby releasing Purchaser from this
Contract.
14. AGENCY DISCLOSURE.
A. Agency Relationships. The term "Broker(s)" refers to the Principal
Broker and/or the Cooperating Broker, if applicable, as set forth on the
signature page. Each Broker has duties only to the party(s) the Broker
represents as identified below. If either Broker is acting as an intermediary,
then that Broker will have only the duties of an intermediary, and the
intermediary disclosure and consent provisions apply as set forth below. [Each
Broker check only one]
(1) The Principal Broker is: [X] agent for Seller only; or [ ]
agent for Purchaser only; or [ ] an intermediary.
(2) The Cooperating Broker is: [ ] agent for Seller only; or [X]
agent for Purchaser only; or [ ] an intermediary.
B. Other Brokers. Seller and Purchaser each represent and warrant to
the other party that such party has had no dealings with any person, firm, agent
or finder in connection with the negotiation of this Contract and/or the
consummation of the purchase and sale contemplated herein, other than the
Broker(s) named in this Contract, and no real estate broker, agent, attorney,
person, firm or entity, other than the Broker(s) is entitled to any commission
or finder's fee in connection with this transaction as the result of any
dealings or acts of either Seller or Purchaser. Each party hereby agrees to
indemnify, defend, protect and hold the other party harmless from and against
any costs, expenses or liability for compensation, commission, fee, or charges
which may be claimed by any agent, finder or other similar party, other than the
named Broker(s), by reason of any dealings or acts of the indemnifying party.
C. Fee Sharing. Seller and Purchaser each acknowledge that the
Principal Broker may pay a portion of the Fee (defined below) to the Cooperating
Broker. Payment of a portion of the Fee by the Principal Broker to the
Cooperating Broker shall not alter the fiduciary relationships between the
parties and the Brokers. Seller is liable for payment of the Fee to the
Principal Broker only. The Cooperating Broker shall have no claims directly
against Seller.
D. Intermediary Relationship. If either of the Brokers has indicated in
Section 14.A above that Broker is acting as an intermediary in this transaction,
then Purchaser and Seller hereby consent to the intermediary relationship,
authorize the respective Broker(s) to act as in intermediary in this
<PAGE>
transaction, and acknowledge that the source of any expected compensation to the
Broker(s) will be the Seller, and the Broker(s) may also be paid a fee by
Purchaser. A real estate broker who acts as an intermediary between parties in a
transaction:
(1) may not disclose to the Purchaser that Seller will accept less than
the asking price unless otherwise instructed in a separate writing by Seller;
(2) may not disclose to Seller that Purchaser will pay a price greater
then the price submitted in a written offer to the Seller unless otherwise
instructed in a separate writing by the Purchaser;
(3) may not disclose any confidential information, or any information a
party specifically instructs the real estate broker in writing not to disclose,
unless otherwise instructed in a separate writing by the respective party or
required to disclose such information by the Texas Real Estate License Act or a
court order or if the information materially relates to the condition of the
property;
(4) shall treat all parties to the transaction honestly; and
(5) shall comply with the Texas Real Estate License Act.
Appointments. Broker is authorized to appoint, by providing written
notice to the parties, one or more licensees associated with Broker to
communicate with and carry out instructions of one party, and one or more other
licensees associated with Broker to communicate with and carry out instructions
of the other party or parties. During negotiations, an appointed licensee may
provide opinions and advice to the other party to whom the licensee is
appointed.
15. PROFESSIONAL SERVICE.
A. Payment of Fee. Seller agrees to pay the Principal Broker a
professional service fee in cash (the "Fee") for procuring the Purchaser and for
assisting in the negotiation of this Contract as follows: Six (6) percent of
sale price split equally at closing between Coldwell Banker Commercial and
Robert Lynn Company. The Fee shall be earned upon execution of this Contract and
shall be paid at Closing. The Fee is earned notwithstanding: (1) any subsequent
termination of this Contract (except a termination by Purchaser pursuant to a
right of termination in this Contract); or (ii) any default by Seller. If the
transaction described in this Contract is not consummated by reason of
Purchaser's default and Seller does not elect to enforce specific performance,
the Fee shall not exceed one-half of the Earnest Money. The Fee shall by payable
by Seller to the Principal Broker in the county in which the Property is
located. Seller shall pay any applicable sales taxes on the Fee. The Fee shall
be paid at the Closing of a sale of the Property by Seller pursuant to this
Contract (as may be terminated or assigned), or in the event of default under
this Contract by Seller or Purchaser, within ten (10) days after the scheduled
Closing Date. The Title Company or other escrow agent is authorized and directed
to pay the Fee to the Principal Broker out of the closing proceeds, or, if
applicable, out of the Earnest Money or any other escrow deposit made pursuant
to this Contract.
B. Consent Required. Purchaser, Seller and Title Company agree that the
Broker(s) is/are a third party beneficiary(s) of this Contract with respect to
the Fee, and that no change may be made by Purchaser, Seller or the Title
<PAGE>
Company as to the time of payment, amount of payment, or the conditions for
payment of the Fee without the written consent of the Broker(s).
16. MISCELLANEOUS PROVISIONS.
A. Effective Date. The term "Effective Date" means the latter of the
two dates on which this Contract is signed by Seller and Purchaser, as indicated
by their signatures below. If the last party to execute this Contract fails to
complete the date of execution below that party's signature, the Effective Date
shall be the date this fully executed Contract is acknowledged by the Title
Company.
B. Notices. All notices and other communications required or permitted
under this Contract must be in writing and shall be deemed delivered, whether
actually received or not, on the earlier of: (i) actual receipt, if delivered in
person or by messenger with evidence of delivery; or (ii) receipt of an
electronic facsimile transmission ("Fax") with confirmation of delivery; or
(iii) upon deposit in the United States Mail as required below. Notices may be
transmitted by Fax to the Fax telephone numbers specified below, if any. Notices
delivered by mail must be deposited in the U.S. Postal Service, first class
postage prepaid, and properly addressed to the intended recipient at the address
set forth below. Any party may changes its address for notice purposes by
delivering written notice of its new address to all other parties in the manner
set forth above. Copies of all written notices should also be delivered to the
Principal Broker and to the Title Company, but failure to notify the Principal
Broker or the Title Company will not cause an otherwise properly delivered
notice to be ineffective.
C. Mutual Termination. If this Contract is terminated by mutual
agreement of both parties at any time prior to Closing, the obligations of each
party under this Contract shall terminate, except that (i) Seller and Purchaser
shall each pay one-half of the cost of the Survey (if Survey costs are
incurred), (ii) Purchaser shall pay the costs to repair any damage to the
Property caused by Purchaser or its agents, (iii) Purchaser shall deliver to
Seller any reports or documents in Purchaser's possession concerning the
Property, (iv) Seller shall pay the Fee owed to the Principal Broker, and (v)
each party shall perform any other obligations which expressly survive the
termination of this Contract. The obligations under this paragraph shall survive
the termination of this Contract. The terms of any mutual termination agreement
will supersede and control over the provisions of this Section 16.C to the
extent of any conflict. This Section 16.C does not apply if Purchaser
unilaterally terminates this Contract by virtue of a termination right set forth
elsewhere in this Contract.
D. Forms. In case of a dispute as to the form of any document required
under this Contract, the most recent form prepared by the North Texas Commercial
Association of Realtors, Inc., if available, or by the State Bar of Texas,
modified as necessary to conform to the requirements of this Contract, shall be
deemed reasonable.
E. Attorneys Fees. The prevailing party in any legal proceeding brought
in retaliation to this Contract or transaction shall be entitled to recover from
the non-prevailing parties court costs, reasonable attorneys' fees and all other
reasonable litigation expenses.
<PAGE>
F. Integration. This Contract contains the complete agreement between
the parties with respect to the Property and cannot be varied except by written
agreement. The parties agree that there are no oral or signed agreements,
understandings, representations or warranties made by the parties which are not
expressly set forth herein.
G. Survival. Any warranty, representation, covenant, condition or
obligation contained in this Contract not otherwise discharged at the Closing
will survive the Closing of this transaction.
H. Binding Effect. This Contract shall inure to the benefit of and be
binding upon the parties to this Contract and their respective heirs, legal
representatives, successors and assigns.
I. Time for Performance. Time is of the essence under each provision of
this Contract. Strict compliance with the times for performance is required.
J. Right of Entry. Upon reasonable advance notice and during normal
business hours, Purchaser, Purchaser's representatives and the Broker(s) have
the right to enter upon the Property prior to Closing for purposes of viewing,
inspecting and conducting studies of the Property, so long as they do not
unreasonably interfere with the use of the Property by Seller or any tenants, or
cause undue damage to the Property.
K. Business Day. If any date of performance under this Contract falls
on a Saturday, Sunday or Texas legal holiday, such date of performance shall be
deferred to the next day which is not a Saturday, Sunday or Texas legal holiday.
L. Governing Law. This Contract shall be construed under and governed
by the laws of the State of Texas, and unless otherwise provided herein, all
obligations of the parties created under this Contract are to be performed in
the county where the Property is located.
M. Severability. If any provision of this Contract is held to be
invalid, illegal, or unenforceable by a court of competent jurisdiction, the
invalid, illegal or unenforceable provision shall not affect any other
provisions, and this Contract shall be construed as if the invalid, illegal, or
unenforceable provision is severed and deleted from this Contract.
N. Disclaimer. Purchaser understands that a real estate broker is
qualified to advise on matters concerning real estate and is not an expert in
matters of law, tax, financing, surveying, hazardous materials, engineering,
construction, safety, zoning, land planning, architecture, or the Americans with
Disabilities Act. However, the Broker(s) will disclose to Purchaser any material
factual knowledge which the Broker(s) may possess about the conditions of the
Property. Purchaser acknowledges that Purchaser has been advised by the
Broker(s) to seek expert assistance on such matters. The Broker(s) do not
investigate a property's compliance with building codes, governmental
ordinances, statutes and laws that relate to the use or condition of the
Property or its construction, or that relate to its acquisition. If the
Broker(s) provide names of consultants or sources for advice or assistance, the
Broker(s) do not warrant the services of the advisors or their products and
<PAGE>
cannot warrant the suitability of property to be acquired. The Broker(s) do not
warrant that the Seller will disclose any or all property defects or other
matters pertaining to the Property or its condition. Both Seller and Purchaser
agree to indemnify, defend, and hold the Broker(s) participating in this
transaction harmless from and against any and all liabilities, claims, debts,
damages, costs, and expenses, including but not limited to reasonable attorneys'
fees and court costs, related to or arising out of or in any way connected to
representations about the Property or matters analyzed by experts. In addition,
to the extent permitted by applicable law, Broker(s)' liability for errors and
omissions, negligence, or otherwise, is limited to the return of the Fee, if
any, paid to the Broker(s) pursuant to this Contract.
O. Counterparts. This Contract may be executed in a number of identical
counterparts. Each counterpart is deemed an original and all counterparts shall,
collectively, constitute one agreement.
P. Gender, Number. Unless the context requires otherwise, all pronouns
used in this Contract shall be construed to include the other genders, whether
used in the masculine, feminine or neuter gender. Words in the singular number
shall be construed to include the plural, and words in the plural shall be
construed to include the singular.
Q. Mediation. If any dispute arises relating to this Contract (the
"Dispute"), including but not limited to payment of the Fee, then any party
(including the Broker(s)) may give written notice to the other party(s)
requiring all involved parties to attempt to resolve the Dispute by mediation.
Except in those circumstances when a party reasonably believes that an
applicable statute of limitations period is about to expire, or a party requires
injunctive or equitable relief, the parties are obligated to use this mediation
procedure prior to initiating arbitration or any other action. Within seven (7)
days after receiving the mediation notice, each party must deliver a written
designation to all other parties stating the names of one or more individuals
with authority to resolve the Dispute on such party's behalf. Within ten (10)
days after the date of designation, the parties shall make a good faith effort
to select a qualified mediator to mediate the Dispute. If the parties are unable
to timely agree upon a mutually acceptable mediator, the parties shall request
any closely available public alternative dispute resolution service coordinator
to appoint a mediator. In consultation with the mediator, the parties shall
promptly designate a mutually convenient time and place for the mediation which
is no later than thirty (30) days after selection of the mediator. In the
mediation, each party shall be represented by persons with authority and
discretion to negotiate a resolution of the Dispute, and may be represented by
counsel. The mediation shall be governed by the provisions of Chapter 154 of the
Texas Remedies and Practice Code, and such other rules as the mediator may
prescribe. The fees and expenses of the mediator shall be shared equally by all
parties included in the Dispute.
R. Arbitration. If the parties are unable to resolve any Dispute by
mediation, then the parties agree to submit the Dispute to binding arbitration
before a single arbitrator. The Dispute shall be decided by arbitration in
accordance with the applicable arbitration statute and the then existing rules
of the American Arbitration Association. Any party may initiate the arbitration
procedure by delivering a written notice of demand for arbitration to the other
parties. Within ten (10) days after the receipt by all parties of the written
notice of demand for arbitration, the parties shall attempt to select a
qualified arbitrator who is acceptable to all parties. If the parties are unable
<PAGE>
to agree upon an arbitrator who is acceptable to all parties, then any party may
apply to the American Arbitration Association to provide an arbitrator. This
agreement to arbitrate shall be specifically enforceable under the prevailing
arbitration law.
S. Consult an Attorney. This document is an enforceable, legally
binding agreement. Read it carefully. The Broker(s) involved in the negotiation
of the transaction described in this Contract cannot give legal advice. By law,
the Broker(s) are limited to discussing factual and business details of the
transaction. The parties to this Contract acknowledge that they have been
advised by the Broker(s) to have this Contract reviewed by legal counsel before
signing this Contract to discuss the legal effects of its terms and provisions.
17. ADDITIONAL PROVISIONS.
18. EXHIBITS AND ADDENDA. All Exhibits and Addenda attached to this Contract are
incorporated herein by reference and are made a party of this Contract for all
purposes. [Check all that apply.]
[ ] Exhibit A Survey and/or Legal Description of the Property
[ ] Exhibit B Floor Plan and/or Site Plan
[ ] Exhibit C Other
-----------------------------------------
[ ] Addendum A Personal Property
[ ] Addendum B-1 Third Party Financing
[ ] Addendum B-2 Seller Financing
[X] Addendum C Inspection
[X] Addendum D Disclosure Notice
[ ] Addendum E Other
-----------------------------------------
19. 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 by signing the offer and delivering a
fully executed copy to the first party, the offer of this Contract shall be
deemed automatically withdrawn and terminated, and the Earnest Money, if any,
shall be promptly returned to Purchaser.
<PAGE>
EXECUTED on the dates stated below, to be effective on the Effective Date.
SELLER PURCHASER
Southwest Teleproductions, Inc. Sharon Harrison
By [Signature]: /s/ Phillip A. Staden By [Signature]: /s/ Sharon Harrison
Name: Phillip A. Staden Name: Sharon Harrison
Title: President Title:
Address: 4435 W. 77th, Address: 3520 Cedar Springs,
Minneapolis, MN 55435 Dallas, TX 75219
Telephone: 612-835-4455 Telephone: 214-522-6464
Fax: 612-835-0971 Fax: 214-522-6811
Tax. I.D. No.: Tax. I.D. No.:
Date of Execution: 9/20/99 Date of Execution: 9/16/99
PRINCIPAL BROKER COOPERATING BROKER
Coldwell Banker Robert Lynn Company a Texas Corporation
By [Signature]: /s/ Charles Kelly By [Signature]: /s/ Jim Svidron
Name: Charles Kelly Name: Jim Svidron
Title: Title: Associate
Address: 15443 Knoll Rd., #230 Address: 3030 LBJ Freeway, #1600
Dallas, TX 75248 Dallas, TX 75234
Telephone: 972-503-8600 Telephone: 214/637-1770
Fax: 972-392-1767 Fax: 972/241-8118
TITLE COMPANY ACCEPTANCE: The Title Company acknowledges receipt of the Earnest
Money on September 24, 1999 (date) from Sharon Harrison in the amount of
$25,000.00 in the form of check nos. 1912 and 1913 and accepts the Earnest Money
subject to the terms and conditions of this Contract.
TITLE COMPANY
Safeco Land Title of Dallas
By [Signature]: /s/ Bob Blanshard
Name: Bob Blanshard
Title: V.P.
Address: 12900 Preston Rd., #208, Dallas, TX 75230
Telephone: 972-387-4535 Fax: 972-404-1814
Copyright Notice: This form is provided for the use of members of the North
Texas Commercial Association of Realtors, Inc. Permission is hereby granted to
make limited copies of this form for use in a particular Texas real estate
transaction. Contact the NTCAR office to confirm that you are using the current
version of this form.
<PAGE>
ROBERT LYNN COMPANY
North Texas Commercial Association of Realtors(R)
ADDENDUM C TO CONTRACT OF SALE
INSPECTION
Property Description/Address: 2649 Tarna Rd., Dallas
A. Inspection Period. Purchaser shall have a period of thirty-six (36) days
after the Effective Date (the "Inspection Period") to inspect the Property and
to conduct feasibility studies regarding Purchaser's intended use of the
Property. Purchaser's studies may include without limitation: (i) core borings;
(ii) environmental and architectural tests and investigations; (iii) physical
inspections of all improvements, fixtures, equipment, subsurface soils,
structural members, and personal property; and (iv) examination of plans,
specifications, manuals, and other documents relating to the construction and
condition of the Property. Purchaser and Purchaser's agents, employees,
consultants and contractors shall have the right of reasonable entry onto the
Property during normal business hours, and upon reasonable advance notice to
Seller and/or Seller's tenants, for purposes of the inspections, studies, tests
and examinations deemed necessary by Purchaser. All inspections, studies, tests
and examinations performed hereunder shall be at Purchaser's expense.
B. Reports.
[ ] 1. Within __________________ (_____) days after the Effective Date, Seller
shall deliver to Purchaser a written report of an environmental assessment of
the Property. The report shall be prepared, at Seller's expense, by a Registered
Professional Engineer reasonably acceptable to Purchaser, who is proficient or
certified in environmental risk assessment. The environmental assessment report
must include a "Phase I" investigation into the existence of Hazardous Materials
(as defined in Paragraph 7.A.(7) of this Contract) on or around the Property.
The environmental assessment must also include a land use history search,
engineering inspections, research and/or studies which may be necessary to
discover the existence, past or present, of Hazardous Materials (but not to
include physical tests), and shall comply, at a minimum, with the current ASTM
Standard E.1527.
[X] 2. Within ten (10) days after the Effective Date, Seller shall deliver to
Purchaser copies of all reports in Seller's possession of engineering
investigations, tests and/or environmental studies which have been made with
respect to the Property within the two year period prior to the Effective Date.
[X] 3. If Purchaser terminates this Contract, Purchaser shall deliver to Seller,
at Purchaser's expense and contemporaneously with the termination, copies of all
written reports, inspections, plats, drawings and studies made by Purchaser and
Purchaser's agents, consultants and contractors. This provision shall survive
the termination of this Contract.
<PAGE>
C. Termination. If Purchaser determines, in Purchaser's sole discretion, no
matter how arbitrary, that the Property is not in satisfactory condition or is
not suitable for Purchaser's intended use or purpose, then Purchaser may
terminate this Contract by delivering a written notice to Seller on or before
the last day of the Inspection Period, and the refundable portion of the Earnest
Money shall be promptly returned by the Title Company to Purchaser and neither
party shall have any further rights or obligations under this Contract (except
for those which may expressly survive the termination of this Contract).
D. Acceptance. If Purchaser does not properly and timely terminate this Contract
before the expiration of the Inspection Period (or if Purchaser accepts the
Property in writing) then Purchaser will be deemed to have waived all objections
to the Property under this Contract, except for any title objections which may
be outstanding pursuant to Section 6 of this Contract. In that event, Purchaser
agrees to purchase the Property in its current condition without any further
representations or warranties of Seller, except any objections which Seller may
expressly agree in writing to cure, and this Contract shall continue in full
force and effect and the parties shall proceed to Closing. However, this
provision does not waive or otherwise limit or invalidate any express
representations or warranties Seller has made in this Contract.
E. Restoration. If the transaction described in this Contract does not close,
through no fault of Seller, and the condition of the Property was altered due to
tests and inspections performed by Purchaser or on Purchaser's behalf, Purchaser
must restore the Property to its original condition.
<PAGE>
ROBERT LYNN COMPANY
North Texas Commercial Association of Realtors(R)
ADDENDUM D TO CONTRACT OF SALE
DISCLOSURE NOTICE
Property Description/Address: 2649 Tarna Rd., Dallas
This Disclosure Notice (the "Notice") is a statement by the Seller of the
condition of the Property made as of the date of this Contract. This is not a
substitute for any inspections the Purchaser may make or for warranties which
may be made by others. To the best of Seller's current knowledge, other than as
disclosed by Seller in this Notice, (i) the Property does not have any material
latent, structural, or construction defects, (ii) the Property is not
contaminated with significant amounts of Hazardous Materials in violation of
applicable laws or regulations, and (iii) none of the improvements on the
Property has been constructed of materials known to be a potential health hazard
to occupants of the Property. These representations are not warranties or
guarantees by the Seller.
Seller hereby authorizes disclosure to Purchase of all information about the
condition of the Property, whether disclosed by Seller orally on or in writing
(by this Notice or otherwise), or otherwise discovered by others. Seller shall
advise Purchase and Broker(s) of any other material fact or condition, not
reported here, which may arise or become known to Seller prior to the closing of
this Contract. These representations are made by the Seller only and are not
representations of the Broker(s). Seller shall indemnify Broker against any and
all claims, damages and costs of every kind and character (including but not
limited to reasonable attorney's fees and court costs) resulting from or related
to: (i) any incomplete, incorrect, misleading or inaccurate information
furnished by Owner about the Property; or (ii) concealment by Seller of any
material information about the Property. Seller hereby acknowledges that
Purchaser and Broker(s) will be relying upon the accuracy and completeness of
this information.
[Please answer all questions. If the answer to any question is "Yes," please
explain on the other side of this sheet or attach a separate sheet.]
<TABLE>
<S> <C> <C> <C>
A. Buildings and Improvements. Are there any defects or repairs needed to the YES NO UNKNOWN
following?
1. Roof, parapets, flashing, penetrations, chimneys, skylights ______ ______ ______
2. Air conditioning, refrigeration, heating, ventilating systems, air
ducting, fans ______ ______ ______
3. Foundation piers, slabs, grade beams, footings, retaining walls ______ ______ ______
4. Floors, interiors, floor coverings, ceilings, millwork, partitions ______ ______ ______
5. Exterior walls, curtain walls, weather proofing, caulking ______ ______ ______
6. Structural components, columns, trusses, beams, bracing ______ ______ ______
7. Electrical systems, wiring, lighting, fixtures and equipment ______ ______ ______
8. Plumbing systems, piping, drains, valves, fixtures and equipment ______ ______ ______
9. Elevators, escalators, overhead doors, other built-in mechanical ______ ______ ______
equipment
10. Windows, doors, plate glass, canopies, other architectural features ______ ______ ______
11. Parking areas, driveways, steps, walks, curbs and other pavements ______ ______ ______
12. Landscaping, irrigation systems, embankments, fences, signs ______ ______ ______
B. Hazardous Materials. Have there been any toxic substances or Hazardous
Materials:
1. Released or deposited on or under or about the Property, or leaking on
or from the Property? ______ ______ ______
2. Used in the construction of the improvements or in finishing materials? ______ ______ ______
3. Released or deposited on or leaking from other properties contiguous to
the Property? ______ ______ ______
C. Subsurface Conditions.
1. Are there apparent soil, geological, groundwater, or foundation problems? ______ ______ ______
2. Are there underground storage tanks or leaking pipes on the Property? ______ ______ ______
3. Is the Property situated in a wetland or over a garbage dump or waste
landfill? ______ ______ ______
D. Special Conditions.
1. Are there any public or private easements or agreements for utilities or
access? ______ ______ ______
2. Is the Property flood prone or located in a 100-year flood plain? ______ ______ ______
3. Are there any non-compliances with City building codes, zoning
ordinances, EPA regulations, OSHA regulations, or Texas Natural Resource
Conversation Commission Rules? ______ ______ ______
4. Are there any violations of Deed Restrictions covering the Property? ______ ______ ______
5. Are there any threatened condemnations by public authorities or utility
companies, including planned streets, highways, railroads, utilities,
development projects, etc.? ______ ______ ______
6. Is the Property located in a historical district or special planned
development district? ______ ______ ______
7. Is the Property in any special zoning district or under a specific use
permit? ______ ______ ______
8. Are there any pending changes in zoning or in the physical condition of
the Property? ______ ______ ______
9. Is the Property subject to membership in a property owners' association
and its dues? ______ ______ ______
E. Utilities Present. [Strike those not on the Property]: City water;
sanitary sewer; storm drainage; natural gas; electric power; telephone. ______ ______ ______
</TABLE>
