AGREEMENT
THIS AGREEMENT is made and entered into as of the 28th day of May, 1997, by
and between CUSA TECHNOLOGIES, INC. ("Seller"), a Nevada corporation, and
XXXXXXX X. XXXXXXXXXX FAMILY LIMITED PARTNERSHIP ("Buyer"), a Utah limited
partnership.
R E C I T A L S:
A. Seller owns certain real property located in Sparks, Washoe County,
Nevada, more particularly described on Exhibit A attached hereto and included
herein by this reference ("the Sparks property").
B. Seller desires to sell the Sparks property.
C. Buyer desires to acquire the Sparks property from Seller in a like-kind
exchange.
NOW, THEREFORE, in consideration of their mutual promises and covenants
set forth hereinafter, the parties agree as follows:
1. Sale of Real Property. Seller agrees to sell to Buyer and Buyer agrees
to purchase from Seller the Sparks property on the terms and conditions set
forth in this Agreement.
2. Purchase Price. The purchase price for the Sparks property shall be Two
Million Nine Hundred Thousand Dollars ($2,925,000.00) payable as
follows:
(a) One Million Two Hundred Fifty-Eight Thousand Four Hundred
Twenty-Four and 68/100s Dollars ($1,258,424.68) payable within five (5)
days after the date of this Agreement.
(b) Assumption of the mortgage loan obligations to Zions First
National Bank in the amount of One Million Six Hundred Sixty-Six Thousand
Five Hundred Seventy-Five and 32/100s Dollars ($1,666,575.32) as of June
1, 1997.
3. Survey. Seller shall provide to Buyer an ALTA survey of the Sparks
property.
4. Closing. Closing shall occur as of June 1, 1997, as of which date all
taxes, assessments, insurance premiums, lease payments and other amounts shall
be pro rated. Actual closing shall occur at such time and place as the parties
mutually agree.
5. Possession. Seller shall deliver possession of the property to Buyer on
June 1, 1997.
6. Allocation of Costs and Expenses. Seller shall provide Buyer with a
policy of title insurance in the amount of the purchase price. Real property
taxes and assessments, fire and extended casualty insurance premiums, and all
utility bills shall be prorated as of the date of closing. Lease deposits shall
be charged against Seller. All other closing costs shall be allocated between
the parties in accordance with general practice in the state of Nevada.
7. Collection of Rents. Buyer shall assist Seller in collecting any
delinquent rents for periods prior to June 1, 1997.
8. Condition of Property. Seller shall transfer the Sparks property to
Buyer "as-is". Buyer acknowledges that it has inspected the Sparks property and
is aware of the condition thereof. Notwithstanding the foregoing, Seller shall
repave the parking areas. In the event the cost of repaving the parking areas
exceeds Twenty-Five Thousand and no/100s Dollars ($25,000.00), Buyer shall pay
any portion of said cost in excess of Twenty-Five Thousand and no/100s Dollars
($25,000.00).
9. Like-Kind Exchange. Seller is aware that Buyer will be acquiring the
Sparks property in connection with a deferred like-kind exchange. Seller agrees
to cooperate with Buyer and with Summit Exchange Services, Inc., the accomodator
of the like-kind exchange, to facilitate the like-kind exchange, including but
not limited to executing such additional documents as may be deemed reasonably
necessary, consenting to the assignment of this Agreement to Summit Exchange
Services, Inc. and accepting payment for the Sparks property from Summit
Exchange Services, Inc.
10. Conveyance. Seller shall convey the Sparks property to Buyer by good
and sufficient grant deed, subject only to the trust deed(s) securing the Zions
First National Bank
mortgage loan.
11. Assignment of Contracts. At closing, Seller shall assign to Buyer all
of Seller's rights, interests, duties and obligations with respect to all tenant
leases.
12. Indemnification. Buyer shall indemnify Seller and hold Seller harmless
with respect to the Zions Bank mortgage loan obligations assumed by Buyer
pursuant to this Agreement. Buyer shall exercise its best efforts to obtain new
mortgage loan financing and to repay the Zions Bank mortgage loans within six
(6) months from the date of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
CUSA TECHNOLOGIES, INC.
By_________________________________
Its: _______________
THE XXXXXXX X. XXXXXXXXXX FAMILY
LIMITED PARTNERSHIP
By_________________________________
General Partner
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