CSC, INC., PURCHASE AGREEMENT
THIS AGREEMENT is made on the Effective Date between CSC, INC., a
Colorado corporation ("Seller"), and SOUTHERN CORRECTIONS SYSTEMS, INC., an
Oklahoma corporation (`"Buyer").
RECITALS:
The Seller owns certain Property and the Buyer desires to purchase said
Property, as defined below, in accordance with the terms of this Agreement.
AGREEMENTS:
In consideration of the mutual agreements herein contained and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Seller and the Buyer agree as follows:
1. Defined Terms.
1.1 Agreement. This CSC, Inc., Purchase Agreement as the same might
be amended from time to time with the written approval of the;
Buyer and the Seller.
1.2 Adams Community Corrections Programs, Inc. a Colorado nonprofit
corporation ("ACCP").
1.3 Assignment. An Assignment with general warranties of title in
substantially the form of Schedule "A" attached hereto to be duly
executed by the Seller and delivered to the Buyer at Closing.
1.4 Bill of Sale. A bill of sale with general warranties of title in
substantially the form of Schedule "B" hereto to be duly executed
by the Seller and delivered to the Buyer at Closing.
1.5 Earnest Money Deposit: The sum of $100,000 and the interest
thereon deposited by the Buyer with the Escrow Agent.
1.6 Escrow Agent. The Escrow Agent shall be the named Title
Company in the Omnibus Agreement.
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1.7 Lease(s). All agreements in the nature of leases, subleases,
rental contracts, licenses, permits, franchises, concessions and
other agreements relating to the operations of both a residential
community corrections facility and a non-residential day
treatment center, owned by Adams Community Corrections Programs,
Inc., and managed by the Seller.
1.8 Property. The term "Property" means all of Seller's rights, title
and interests to its personal property and assets, associated
with or used in the operation and management of both a
residential community corrections facility and a non-residential
day treatment center, owned by Adams Community Corrections
Programs, Inc., including without implied limitation: 1) the
facility management contract between Seller and Adams Community
Corrections Programs, Inc.; 2) all of the Seller's right title
and interest in all logos, designs, trade names, trademarks,
service marks, copyrights and any other related intellectual
property including the corporate name "CSC" and "CSC, Inc., " and
all goodwill associated with the names "CSC" and "CSC, Inc. ";
and 3) the whole or any portion or phase of any information,
design, process, procedure, formula, improvement, confidential
business or financial information, or other information relating
to its business which is of value.
2. Purchase Agreement. At closing, the Seller agrees to sell the Property
to the Buyer and the Buyer agrees to purchase the Property from the
Seller on the terms and subject to the conditions set forth in this
Agreement.
3. Purchase Price. The Purchase Price for the Property is TWO MILLION ONE
HUNDRED THOUSAND DOLLARS ($2,100,000.00). The Purchase Price will be
paid as follows:
3.1 Earnest Money Deposit. Within three (3) Business Days after the
date the Seller executes this Agreement, the Buyer agrees to
deliver the Earnest Money Deposit to the Escrow Agent to be
invested in interest bearing obligations of the United States of
America, held as earnest money and disbursed by the Escrow Agent
in accordance with the terms of this Agreement. The Seller and
the Buyer agree to execute and deliver such instructions as the
Escrow Agent might reasonably request from time to time to
delineate the Escrow Agent's obligations, rights and liabilities
with respect to the Earnest Money Deposit.
3.2 Balance at Closing. At Closing, the Earnest Money Deposit will be
paid by the Escrow Agent to the Seller and the Buyer shall pay
directly, or will cause the balance of the Purchase Price to be
paid to the Seller, in certified funds.
3.3 Purchase Price Allocation. The Buyer agrees that the Seller may
allocate the Purchase Price among the items comprising the
Property according to sound accounting practices and that such
allocation, on the written request of the Seller, will
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be incorporated into a supplemental instrument to be executed by
the parties at or after Closing.
3.4 No Change in Assets and Liabilities. The parties' obligations
under the terms of this Agreement are conditioned upon no
decrease in the total current assets nor increase in the total
current liabilities of ACCP of more than 2% at the Closing Date
as compared to ACCP's balance sheet as of December 31, 1998.
Provided, however, that if delays of subsequent appropriations
from governmental sources of payment cause a net decrease in the
total current assets or an increase in the total current
liabilities shown on the December 31, 1998, balance sheet, Buyer
will accept on the Closing Date a decrease in the net current
assets or increase in the total current liabilities of ACCP of up
to 3% caused by such governmental delays. Any decrease in net
current assets or increase in total current liabilities in excess
of that to be allowed in this Agreement, or in the Additional
Agreements, will give Buyer the option to reduce the Purchase
Price payable under the terms of this Agreement by the amount of
the variance in excess of that allowed by this provision; but the
Purchase Price will not be reduced by more than $25,000.
Provided, however, that if the variance allowed by this provision
exceeds $25,000, then Buyer shall have the option to validly
terminate its obligations under this Agreement and the Omnibus
Agreement.
4. Closing. The Buyer and the Seller agree that the purchase of the
Property will be consummated as follows:
4.1 Closing Date. The parties shall perform the sale, assignment and
transfer of the Property on the same Closing Date as the Omnibus
Agreement's Closing Date and at the same time.
4.2 Seller's Deliveries. At Closing the Seller will deliver or cause
to be delivered to the Buyer the following items:
4.2.1 Bill of Sale. The bill of Sale conveying to the Buyer the
tangible personal property described in Schedule "B"
hereto;
4.2.2 Assignment. The Assignment assigning to the buyer the
intangible Property; and
4.2.3 Additional Documents. Such additional documents as might
be reasonably requested by the Buyer to consummate the
sale, assignment and transfer of the Property to the
Buyer.
4.3 Buyer's Deliveries. At Closing the Buyer will deliver or cause to
be delivered to the Seller the following items:
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4.3.1 Purchase Price. The Purchase Price in accordance with the
terms of this Agreement;
4.3.2 Additional Documents. Such additional documents as the
Seller might reasonably request to consummate the sale of
the Property to the Buyer.
4.4 Costs. Each party hereto will pay their own costs and attorneys
fees incurred in the consummation of this Agreement.
5. Seller's Representations and Warranties. To induce the Buyer into this
Agreement, the Seller represents and warrants following matters are now
and on the Closing Date will be correct:
5.1 No Default. To the Knowledge of the Seller, the Seller is not in
default, and the execution and performance of this Agreement by
the Seller will not constitute a default, under any agreement,
order, writ injunction, decree or demand of any court or any
governmental authority which is binding on the Seller or the
Property.
5.2 Consents. No consent, approval or authorization by any person
other than the Seller is required in connection with the
execution or performance of this Agreement by the Seller.
5.3 Authority. The Seller is a Colorado corporation duly organized
and validly existing under the laws of the State of Colorado; the
Seller has adequate power, authority and legal right to own,
operate, manage, hold and sell the Property; the Seller is duly
authorized, qualified and licensed under all applicable laws,
regulations, ordinances or orders of public authorities to carry
on the Seller's business in the construction, ownership,
management, financing, operation and sale of the Property; the
Seller has adequate authority, power and legal right to enter
into and perform the provisions of this Agreement and in doing so
the Seller will not violate any law or the provisions of the
Seller's organizational documents; the persons executing and
performing this Agreement and the documents delivered pursuant to
this Agreement on behalf of the Seller have been duly authorized
to act for and bind the Seller as contemplated thereby.
5.4 Full Disclosure. Neither this Agreement nor any statement or
document referred to herein or any other information, report or
statement delivered to the Buyer by the Seller contains any
untrue statement or omits to state a material fact necessary to
make the statements herein or therein not misleading.
6. Buyers Representations and Warranties. To induce the Seller to enter
into this Agreement, the Buyer represents and warrants that the
following matters are now and on the Closing Date will be true and
correct:
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6.1 Authority. The Buyer is a corporation organized and validly
existing under the laws of the State of Oklahoma; the Buyer has
adequate authority, power and legal right to enter into and
perform the provisions of this Agreement and in doing so the
Buyer will not violate any law or the provisions of the Buyer's
articles of incorporation or other organizational documents; the
persons executing and performing this Agreement and the documents
delivered pursuant to this Agreement on behalf of the Buyer have
been duly authorized to act for and bind the Buyer as
contemplated thereby.
6.2 Acknowledgments and Inducements. Buyer acknowledges, represents
and warrants, that it is fully apprised of the nature of the
relationship between Seller and ACCP, a non-profit organization,
and further affirms that it has reviewed the Restated and Amended
Articles of Incorporation and Bylaws, as amended, of ACCP, in
addition to the Colorado Revised Nonprofit Corporation Act, and
that it is fully aware of the charitable, educational and/or
social service purposes for which ACCP exists and operates, that
Seller's relationship to ACCP is an important and integral aspect
of the fulfillment of those purposes, and Buyer represents and
warrants that at all times during which it is, in any way,
involved in the business and operation of ACCP through Seller, or
the transaction contemplated herein, that Buyer shall conduct
itself and its relations with ACCP in accordance with those
purposes and in no way take any action which would jeopardize
said purposes. As a further inducement to Seller to enter into
this Agreement, Buyer acknowledges that between the date of the
execution of this Agreement and the Closing Date, Seller shall
conduct a due diligence investigation for the purpose of, inter
alia, ensuring to the extent possible, that the transaction
contemplated herein, and the intentions of Buyer, are consistent
with the overall purpose and services of ACCP.
6.3 Commitment of Resources. Upon the consummation of this Agreement,
Buyer shall commit all necessary and appropriate resources,
financial and otherwise, necessary to fulfill the obligations of
Seller to ACCP, and necessary to assist ACCP in fulfilling its
obligations to Adams County, Colorado, the people of that
community, and the state of Colorado, and as further
consideration Buyer agrees to act in the best interests of ACCP.
7. Conditions to Obligation to Close. The obligations of Buyer to
consummate the transactions contemplated by this Agreement are subject
to satisfaction at Closing of the following conditions:
7.1 Representations and Agreements. All representations and
warranties of the parties set forth in this Agreement will be
true and correct when made and as of the Closing Date, and each
party will have fully performed all its covenants and agreements
set forth in this Agreement.
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7.2 Due Diligence. Buyer's obligations to perform under this
Agreement are conditional upon the completion of a due diligence
review of the Seller's books and records which is satisfactory to
the Buyer and to Buyer's finance source, Fleet Capital; and
Seller's obligations to perform under this Agreement are
conditional upon the completion of a due diligence review of the
Buyer's books and records which is satisfactory to the Seller.
7.3 Exclusive Services Agreement. Ellen Czapran will execute and
deliver to the Buyer the Exclusive Services Agreement.
8. Default and Remedies. If either the Buyer or the Seller fails to perform
such party's
obligation under thisAgreement(except as excused by the other party's
default), the party claiming default will make written demand for
performance. If the Seller fails to comply with such written demand
within ten (10) Business Days after receipt thereof, the Buyer will
have the option to waive such default, to demand specific performance,
to exercise any other remedy available at law or in equity or to
terminate this Agreement. Upon such termination, the Earnest Money
Deposit shall be immediately returned to the Buyer. If the Buyer fails
to comply with such written demand of the Seller within ten (10)
Business Days after receipt thereof, the Seller will have the option
to waive such default or to terminate this Agreement, whereupon the
Seller will be immediately paid the Earnest Money Deposit.
9. Miscellaneous. It is further agreed as follows:
9.1 Prior Agreements Superceded. This Agreement supersedes, in all
respects, all prior written or oral agreements between the
parties relating to the sale of the Property.
9.2 Amendment. Neither this Agreement nor any of the provisions
hereof can be changed, waived, discharged or terminated, except
by an instrument in writing signed by the party against whom
enforcement of the change, waiver, discharge or termination is
sought.
9.3 Notices. Any notice, payment, demand or communication required or
permitted to be given by any provision of this Agreement will be
in writing and will be deemed to have been given when delivered
personally or by facsimile (with a confirming copy sent within
one (1) Business Day by any other means described in this
paragraph) to the party designated to receive such notice, or on
the date following the day sent by overnight courier or on the
third (3rd) Business Day after the same is sent by certified
mail, postage and charges prepaid, directed to the following
addresses or to such other or additional addresses as any party
might designate by written notice to the other parties:
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To the Buyer: Mr. Jerry Sunderland
Southern Corrections Systems, Inc.
13401 Railway Drive
Oklahoma City, Oklahoma 73114
Telephone: (405) 752-8802
Facsimile: (405) 752-8852
To the Seller: Mr. John P. Giduck, Attorney at Law
11990 Grant Street, Suite 550
Northglenn, CO 80233
Telephone: (303) 280-5066
Facsimile: (303) 280-5077
9.4 Attorneys' Fees. If any party institutes an action or proceeding
against the other relating to the provisions of this Agreement or
any default hereunder, the unsuccessful party to such action or
proceeding will reimburse the successful party therein for the
reasonable attorneys' fees, disbursements and litigation expenses
incurred by the successful party.
9.5 Governing Law. This Agreement is being executed, delivered and is
intended to be performed in Northglenn, County of Adams,
Colorado. This Agreement is to be construed according to the laws
of the State of Colorado.
9.6 Severabilitv. If any clause or provision of this Agreement is
held by a court having jurisdiction to be illegal or invalid or
unenforceable under any present or future law, the remainder of
this Agreement will not be affected thereby. It is the intention
of the parties that if any such provision is held to be illegal,
invalid or unenforceable, there will be added in lieu thereof a
provision as similar in terms to such provision as is possible
and be legal, valid and enforceable.
9.7 Binding Effect. This Agreement will inure to the benefit of and
bind the respective successors and permitted assigns of the Buyer
and the Seller.
9.8 Time. Buyer acknowledges that all negotiations, discussions and
processes, including but not limited to, its due diligence
investigation of Seller, leading up to this Agreement and the
transaction contemplated herein, have occurred in an expedited
fashion due solely to its request, which have resulted in time
being of the essence with regard to each provision of this
Agreement.
9.9 Captions. The captions in this Agreement are inserted for
convenience of reference and are not intended to define, describe
or limit the scope of any provision of this Agreement.
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9.10 Counterpart Execution. This Agreement may be executed in
counterparts, each of which will be deemed an original document,
but all of which will constitute a single document. This document
will not be binding on or constitute evidence of a contract
between the parties until such time as a counterpart of this
document has been executed by each party, a copy thereof
delivered to the other party to this Agreement and the Earnest
Money Deposit delivered to the Escrow Agent.
9.11 Approvals. When approval by any party is required in the
performance of any action contemplated by this Agreement, such
approval will not be unreasonably withheld, conditioned or
delayed. Unless provision is made for a specific period of time,
the period of time in which the right of approval will be
exercised will be ten (10) business Days after receipt of a
written notice requesting such approval. If the party whose
approval is requested neither approves nor disapproves a proposed
action within the applicable period, the party will be deemed to
have given approval of such action. If a party disapproves any
action proposed by the other party hereunder, such disapproval
will not be effective unless the reasons for such disapproval are
stated in writing and provided to the party proposing the action.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
Effective Date.
"Seller"
CSC, INC.
By: _______________________________________
Title: _____________________________________
Date executed:
-----------------------------------
"Buyer"
SOUTHERN CORRECTIONS SYSTEMS, INC.
By: _______________________________________
Jerry Sunderland - President
Date executed:______________________________
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Schedule "A" to
CSC Inc. Purchase Agreement
KNOW ALL MEN BY THESE PRESENTS:
That CSC, INC., a Colorado Corporation ("Seller,'), for and in
consideration of the sum of TEN DOLLARS ($10. 00) and other good and valuable
consideration in hand paid by SOUTHERN CORRECTIONS SYSTEMS. INC., an Oklahoma
Corporation (the "Buyer"), whose mailing address is 13401 Railway Drive,
Oklahoma City, Oklahoma 73114, the receipt of which is hereby acknowledged, has
bargained and sold and by these presents does hereby grant, bargain, sell,
assign, transfer and deliver unto the Buyer all of the Seller's right, title and
interest in and to the following intangible personal property and warrants title
to the same:
All of Seller's rights, titles and interests associated with or used in
the operation and management of both a residential community corrections
facilities, and a non-residential day treatment center, owned by Adams
Community Corrections Programs, Inc., including without implied
limitation: 1) the facility management contract between Seller and Adams
Community Corrections Program, Inc., (a correct and complete of which is
set forth as Exhibit "A" attached as a part hereto; 2) all of the
Seller's right, title and interest in all logos, designs, trade names,
trademarks, service marks, copyrights and any other related intellectual
property including the corporate name "CSC" and "CSC, Inc.," and all
goodwill associated with the names "CSC" and "CSC. Inc."
TO HAVE AND TO HOLD the same unto the Buyer, its successors and assigns,
forever free, clear and discharged of all encumbrances of whatsoever nature.
Witness Whereof, the Seller has executed this Assignment this 30th day of
April, 1999.
CSC INC., a Colorado Corporation
By: ________________________________
Ellen Czapran, President
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Schedule "A" to
CSC Inc. Purchase Aqreement
State of Colorado )
) ss: Corporation Acknowledgment
County of Adams )
Before me, the undersigned, a Notary Public, in and for said County and
State on this 30th day of April, 1999, personally appeared ,
__________________________,President of CSC, Inc, to me known to be the
identical person who subscribed the name of the maker thereof to the foregoing
instrument as its President and acknowledged to me that she executed the same as
her free and voluntary act and deed and as the free and voluntary act and deed
of such corporation, for the uses and Purposes therein set forth
Given under my hand and seal of office the day and year last above written
----------------------------------
Notary Public
My Commission expires:
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ACCEPTANCE OF ASSIGNMENT
The Buyer hereby accepts the foregoing Assignment by the Seller and agrees
to be bound thereby. By accepting this Assignment, the Buyer hereby assumes and
agrees to perform all of the terms of all property assigned by this Assignment
which accrue after the date hereof. The Buyer further agrees to indemnify and
hold harmless the Seller against any claim, loss, cost, damage or expense,
including, without limitation, reasonable attorneys' fees and limitation
expenses, arising out of, or relating to the Buyer's failure to perform all
obligations of the Seller under the assigned property which accrue after the
date of this Assignment.
Witness Whereof, the Seller has executed this Assignment this 30th day of
April, 1999.
"Buyer"
SOUTHERN CORRECTIONS SYSTEMS, INC.
By: _____________________________
Jerry Sunderland - President
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Schedule "A" to
CSC Inc. Purchase Aqreement
ASSIGNMENT
Exhibit "A"
(Copy of the facility management contract between Seller and Adams Community
Corrections Program, Inc.)
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Schedule "B" to
CSC Inc. Purchase Agreement
BILL OF SALE
( Tangible Personal Property)
KNOW ALL MEN BY THESE PRESENTS:
THAT CSC INC., a Colorado corporation (the "Seller"), for and in
consideration of the sum of TEN DOLLARS ($10.00) and other good and valuable
consideration in hand paid by Southern Corrections Systems, Inc., an Oklahoma
corporation (the "Buyer), the receipt of which is hereby acknowledged, has
bargained and sold and by these present does hereby grant, bargain, sell,
assign, transfer and deliver unto the Buyer all of the Seller's right, title and
interest in and to the following tangible personal property and warrants title
to the same:
LIST PROPERTY HERE
TO HAVE AND TO HOLD the same unto the Buyer its successors and assigns,
forever free, clear and discharged of all encumbrances of whatsoever nature;
EXCEPTING ONLY the rights of tenants in possession. It is understood that the
Buyer has inspected the foregoing personal property and accepts the physical
condition of the same in an AS IS CONDITION, WITH ALL FAULTS, WITHOUT EXPRESS OR
IMPLIED WARRANTY AS TO FITNESS FOR ANY PARTICULAR USE.
IN WITNESS WHEREOF, the Seller has executed this instrument this
30th day of April, 1999.
CSC INC., a Colorado Corporation
By: _________________________________
- -------------------------------------------------------------------------------
State of Colorado )
) ss: Corporation Acknowledgment
County of Adams )
Before me, the undersigned, a Notary Public, in and for said County and
State on this 30th day of April, 1999 personally appeared,
______________________, President of CSC, Inc., to me known to be the identical
person who subscribed the name of the maker thereof to the foregoing instrument
as its President and acknowledged to me that she executed the same as her free
and voluntary act and deed and as the free and volunlary act and deed of such
corporation' for the uses and purposes therein set Forth.
Given under my hand and seal of office the day and year last above written
----------------------------------
Notary Public
My Commission expires:
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