Exhibit 10.39
ADDENDUM #1/COUNTEROFFER #___
TO
REAL ESTATE PURCHASE CONTRACT
This is an ADDENDUM/COUNTER OFFER to the Real Estate Purchase Contract (the
"Contract") with an Offer Reference date of ____________, 19___, including all
addenda and counter offers between Xxxx Xxxxxxx\East Bay Lodging, as Buyer and
St. Xxxxxx Inn L.C., as Seller concerning the property known as Hilton Inn and
the adjacent Service Station as more specifically described in the Contract.
The following terms are hereby incorporated as part of the Contract, and to the
extent those terms modify or conflict with any provisions of the Contract, those
terms shall control. All other terms of the Contract not modified shall remain
the same. The term "Real Estate Purchase Contract" shall be deemed to include a
Deposit Receipt, Xxxxxxx Money Contract, or any similar document.
1. In house guest ledger shall belong to Seller through September 30, 1997.
2. Seller and Buyer will go through accounts, receipts and any account not
longer than 30 days old Buyer will purchase.
3. All prepaid insurance supplies and rents will be purchased from Seller at
face value.
4. Employees vacation pay will be pro-rated as of the 30th of September.
5. Seller will provide Buyer with all information concerning environmental
conditions of the subject properties within 15 days of acceptance of this
agreement.
6. Buyer understands and acknowledges that Hilton Corporation has told Seller
that they intend to cancel franchise unless Seller is capable of and Hilton
Corp. accepts construction changes to meet Hilton ____ on Inn standards.
7. Buyer will accommodate Seller in a 103' exchange which may at Sellers sole
option extend the closing date.
8. Xxxxxxx Money will be given to Seller and will become HARD and non-refundable
five (5) days prior to Buyer taking possession. All contingencies will have to
be removed prior to possession and Xxxxxxx Monies going hard and becoming
non-refundable.
9. Any update of the survey will be the cost of the Buyer.
10. Existing management contract will be canceled 30 days from Seller receiving
receipt of the non-refundable Xxxxxxx Money.
11. Buyer to pay all hotel cost associated with the property as of the
possession date, i.e., existing debt, utilities, etc. Prorations will be from
possession date.
[ ]Seller [ ] Buyer shall have until ________ [ ] A.M. [ ] P.M. Mountain Time,
8/26, 1997 to accept these terms in accordance with Section 23 of the Contract.
Unless so accepted, this offer shall lapse.
Seller: /s/ [Illegible] Purchaser:
---------------------- --------------------------
U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT
SETTLEMENT STATEMENT
Page 1 of 3
U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT
SETTLEMENT STATEMENT
Page 2 of 3
U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT
SETTLEMENT STATEMENT
Page 3 of 3
ST. XXXXXX INN, L.C.
* * * * *
EAST BAY LODGING ASSOCIATES, LTD.
File No. D205457
THANK YOU FOR YOUR ORDER
THIS DOCUMENT HAS BEEN PREPARED FOR:
Xxxxxx X. Xxxxxxx
Xxxxxxx Investment Company
0 Xxxx Xxxxxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Xxxx Xxxxx
Xxxxxxx Brothers Engineering
91 West 0000 Xxxxx, Xxxxx 000
Xx. Xxxxxx, Xxxx 00000
Xxxx Xxx Xxxxxxx
Associated Title Company
000 Xxxxx 000 Xxxx
Xxxx Xxxx Xxxx, Xxxx 00000
REFERENCE:
EAST BAY LODGING ASSOCIATES, LTD.
Property Address:
0000 Xxxxx Xxxxxx Xxxxx
Xx. Xxxxxx, Xxxx 00000
ESTIMATED TITLE FEES:
FAM Extended Owner's Policy $4,050,000.000 $12,670.00
----------
Total $12.670.00
* * * * *
PLEASE DO NOT PAY FROM THIS ESTIMATE.
AN INVOICE WILL FOLLOW.
Please refer to our File No. D205457
ASSOCIATED TITLE COMPANY
000 XXXXX 000 XXXX
XXXX XXXX XXXX, XXXX 00000-0000
Phone (000) 000-0000
Fax (000) 000-0000
SCHEDULE A
File No. D205457
1. Effective Date: August 28, 1997 at 8:00 A.M.
2. Policy to be issued:
"ALTA" Extended Owner's Policy $4,050,000.00
(10/17/92)
Proposed Insured:
EAST BAY LODGING ASSOCIATES, LTD.
3. The estate or interest in the land described or referred to in this
Commitment and covered herein is:
Fee Simple
4. Title to the estate or interest covered herein is at the effective date
hereof vested in:
ST. XXXXXX INN, X.X. - as to Parcel 1
ST. XXXXXX INN, L.C., a Utah limited liability company - as to Parcel
2
5. The land referred to in this Commitment is situated in the State of Utah,
County of Washington and is described as follows:
PARCEL 1:
BEGINNING at a point South 0(degree)48'46" East 4.86 feet along the
section line from the Northwest corner of the Southwest 1/4 of the
Southwest 1/4 of Section 00, Xxxxxxxx 00 Xxxxx, Xxxxx 15 West, Salt
Lake Base and Meridian, and running thence North 89(degree)12'12" East
606.76 feet to the West line of the 1-15 frontage road and a point on
a curve to the right, the radius point of which is South
73(degree)30'44" West 1349.86 feet; thence Southeasterly 362.02 feet
along the arc of said curve and the West line of said frontage road;
thence South 89(degree)00'06" West 108.06 feet; thence South
0(degree)59'54" East 146.73 feet to a point on the North line of 0000
Xxxxx Xxxxxx; thence North 89(degree)03'46" West 336.62 feet
-1-
SCHEDULE A
along the North line of 0000 Xxxxx Xxxxxx; thence North
0(degree)48'46" West 160.72 feet; thence South 89(degree)02'33" West
16.52 feet; thence North 1(degree)27'42" West 17.58 feet; thence South
88(degree)32'18" West 8.44 feet; thence North 0(degree)58'28" West
36.63 feet; thence South 89(degree)10'12" West 93.07 feet; thence
South 0(degree)53'46" East 6.64 feet; thence North 89(degree)03'46"
West 94.63 feet to a point on the West line of said Section 31; thence
North 0(degree)48'46" West 283.39 feet to the point of BEGINNING.
PARCEL 2:
BEGINNING at a point on the North line of 0000 Xxxxx Xxxxxx, said
point being North 0(degree)48'46" West 838.26 feet along the section
line and South 89(degree)03'46" East 549.62 feet along said North line
of street from the Southwest corner of Section 00, Xxxxxxxx 00 Xxxxx,
Xxxxx 15 West, Salt Lake Base and Meridian, and running thence North
0(degree)59'54" West 146.73 feet; thence North 89(degree)00'06" East
108.06 feet to the West line of the 1-15 frontage road and a point on
the curve to the right, the radius point of which is South
88(degree)52'42" West 1349.86 feet; thence Southerly 101.54 feet along
the arc of said curve and the West line of said frontage road to a
point on a compound curve to the right, the radius point of which is
North 72(degree)14'59" West 79.89 feet; thence Southwesterly 65.99
feet along the arc of said curve to a point on the North line of 0000
Xxxxx Xxxxxx; thence North 89(degree)03'46 West 61.24 feet along said
North line of street to the point of BEGINNING.
For Information Purposes Only:
Property Address:
0000 Xxxxx Xxxxxx Xxxxx
Xx. Xxxxxx, Xxxx 00000
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SCHEDULE B-1
(Requirements)
File No. D205457
The following are the requirements to be complied with:
1. Payment to, or for the account of, the sellers or mortgagors of the full
consideration for the estate or interest to be insured.
2. Instruments in insurable form which must be executed, delivered and duly
filed for record.
3. NOTE: The Company hereby reserves the right to add additional special
exceptions to coverage and/or requirements for the issuance of any policy
pursuant to this commitment upon its receipt of additional information
including, but not limited to, any items hereinbelow.
4. In the event that Exception No. 4, Schedule B-2 of this Commitment is to be
deleted in any Policy issued pursuant hereto, the Company will require the
following:
Delivery to and approval by the Company of a survey plat, based on a
survey made in accordance with "Minimum Standard Detail Requirements
for Land Title Surveys", jointly established and adopted by ALTA and
ACSM in 1992.
5. Approval by the Company's Underwriter of the contents hereof and
satisfaction of any conditions or requirements imposed thereby.
6. Reconveyance of Trust Deed, clearing Schedule B-2, Exception No. 11,
attached hereto.
7. Reconveyance of Trust Deed, clearing Schedule B-2, Exception No. 12,
attached hereto.
8. Termination of UCC-1 Financing Statement, clearing Schedule B-2, Exception
Xx. 00, xxxxxxxx xxxxxx.
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XXXXXXXX X-0
(Requirements)
9. Termination of Easement, clearing Schedule B-2, Exception No. 17, attached
hereto.
10. Delivery to and approval by the Company of a survey plat, based on a
survey, made in accordance with "Minimum Standard Detail Requirements for
Land Title Surveys," jointly established and adopted by ALTA and ACSM in
1992.
11. Articles of Organization and Operation Agreement and any amendments thereto
for ST. XXXXXX INN. X.X., a limited liability company.
12. Copy of Partnership Agreement for EAST BAY LODGING ASSOCIATES, LTD.
designating therein the partners authorized to execute appropriate closing
documents.
13. A Deed for ST. XXXXXX INN, L.C. vesting fee simple title to EAST BAY
LODGING ASSOCIATES, LTD.
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SCHEDULE B-2
(Exceptions)
File No. D205457
The policy or policies to be issued will contain exceptions to the following
unless the same are disposed of to the satisfaction of the Company.
1. Taxes or assessments which are not shown as existing liens by the records
of any taxing authority that levies taxes or assessments on real property
or by the public records.
2. Any facts, rights, interests, or claims which are not shown by the public
records but which could be ascertained by an inspection of said land or by
making inquiry of persons in possession thereof.
3. Easements, claims of easement or encumbrances which are not shown by the
public records.
4. Discrepancies, conflicts in boundary lines, shortage in area,
encroachments, or any other facts which a correct survey would disclose,
and which are not shown by the public records.
5. Unpatented mining claims; reservations or exceptions in patents or in Acts
authorizing the issuance thereof; water rights, claims or title to water.
6. Any lien, or right to a lien, for services, labor or material theretofore
or hereafter furnished, imposed by law and not shown by the public records.
7. Defects, liens, encumbrances, adverse claims or other matters, if any,
created, first appearing in the public records or attaching subsequent to
the effective date hereof but prior to the proposed insured acquiring of
record for value the estate or interest or mortgage thereon covered by this
commitment.
(THE FOLLOWING AFFECTS ALL OF PARCEL 1)
8. Taxes for the year 1997 are now accruing as a lien, but are not yet due and
payable. Taxes for the year 1996 were paid in the amount of $36,459.91.
(Tax Parcel No. SG-5-2-31-33421).
-5-
SCHEDULE B-2
(Exceptions)
(THE FOLLOWING AFFECTS ALL OF PARCEL 2)
9. Taxes for the year 1997 are now accruing as a lien, but are not yet due and
payable. Taxes for the year 1996 were paid in the amount of $1,496.87. (Tax
Parcel No. SG-5-2-31-3347).
(THE FOLLOWING AFFECTS ALL OF THE SUBJECT PROPERTY, TOGETHER WITH
OTHER PROPERTY)
10. Said property is located within the boundaries of St. Xxxxxx City and is
subject to charges and assessments levied thereunder. 000-000-0000.
(THE FOLLOWING AFFECTS A PORTION OF PARCEL 1, TOGETHER WITH OTHER
PROPERTY)
11. Trust Deed securing an indebtedness of the amount stated therein and any
other amounts payable under the terms thereof:
Dated August 15, 1985
Trustor THE COURT CLUB LTD., a Utah limited partnership
Amount $4,500.00
Trustee XXXXX TITLE COMPANY
Beneficiary XXXX XXXXXX, JR.
Recorded August 28, 1985
Entry No. 280811
Book 386
Page 496
(THE FOLLOWING AFFECTS A PORTION OF PARCEL 1)
12. Trust Deed and Security Agreement with Assignment of Rents securing an
indebtedness of the amount stated therein and any other amounts payable
under the terms thereof:
Dated May 21, 1993
Trustor ST. XXXXXX INN. L.C
Amount $1,264,320.00; $535,680.00; $200,000.00
Trustee ZIONS FIRST NATIONAL BANK, a national
association
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SCHEDULE B-2
(Exceptions)
Beneficiary ZIONS FIRST NATIONAL BANK, a national
association
Recorded May 25, 1993
Entry No. 434327
Book 729
Page 824
(THE FOLLOWING AFFECTS A PORTION OF PARCEL 1, TOGETHER WITH OTHER
PROPERTY)
13. UCC-1 Financing Statement with a schedule attached thereto, executed by
UTAH RESOURCES INTERNATIONAL INC., as Debtor, in favor of ZIONS FIRST
NATIONAL BANK, as Secured Party, regarding certain rights and collateral
associated with the subject property, recorded July 01, 1996, as Entry No.
537045, in Book 1015, at Page 283, Washington County Recorder's Office.
(THE FOLLOWING AFFECTS ALL OF PARCEL 2)
14. Terms and conditions of that certain Deed of Dedication, dated December 21,
1981, by SERVICE STATION LIMITED PARTNERSHIP #2, a Utah limited
partnership, wherein the following described parcel was dedicated for a
public street:
BEGINNING at the Southeast corner of the Grantor's property, said
corner being South 00(degree)48'46" East along the section line 492.79
feet and South 89(degree)03'46" East 626.62 feet from the Northwest
corner of the Southwest 1/4 of the Southwest 1/4 of Section 00,
Xxxxxxxx 00 Xxxxx, Xxxxx 15 West, Salt Lake Base and Meridian, and
running thence North 89(degree)03'46" West 15.76 feet to a point on a
79.89 foot radius curve to the left (xxxxxx xxxxx xxxxx Xxxxx
00(xxxxxx)00'00" Xxxx); thence Northeasterly along the arc of said
curve 66.01 feet to a point of cusp with a 1349.86 foot radius curve
to the right (radius point bears South 86(degree)48'41" East); thence
Southerly along the arc of said curve 5.88 feet to the East corner of
the Grantor's property; thence South 31(degree)46'14" West 50.00 feet
to the point of BEGINNING.
Said Deed of Dedication contains the following paragraph:
Adjoining land owned by the limited partnership shall be available for
property drainage, if necessary, but no soil or dirt shall be removed
or otherwise altered or modified any construction undertaken by the
City of St. Xxxxxx on the described land and dedicated herewith.
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SCHEDULE B-2
(Exceptions)
Said Deed of Dedication recorded February 01, 1982, as Entry No. 235143, in
Book 304, at page 852, Washington County Recorder's Office.
(THE FOLLOWING AFFECTS A PORTION OF PARCEL 1)
15. Right of Way and Easement Grant, dated October 19, 1988, in favor of
MOUNTAIN FUEL SUPPLY COMPANY, a Corporation of the State of Utah, a right
of way and easement 16.0 feet in width to lay, maintain, operate, repair,
inspect, protect, remove and replace pipe lines, valves, valve boxes and
other gas transmission and distribution facilities, through and across a
portion of the subject property, more particularly described as follows:
Land of the Grantor located in the Southwest quarter of Section 00,
Xxxxxxxx 00 Xxxxx, Xxxxx 15 West, Salt Lake Base and Meridian, the
center line of said right of way and easement shall extend through and
across the above described land and premises as follows, to-wit:
BEGINNING at a point located on the North right of way line of Hilton
Drive; thence North 830.91 feet and East 430.55 feet from the
Southwest corner of said Section 31; thence North 0(degree)56'14" East
210.00 feet.
Said Right of Way and Easement Grant recorded January 20, 1989, as Entry
No. 343113, in Book 510, at Page 161, Washington County Recorder's Office.
(THE FOLLOWING AFFECTS A PORTION OF PARCEL 1)
16. Easement for a 15.0 foot wide sewer line as disclosed by that certain Quit
Claim Deed, dated November 08, 1993, by and between THE CITY OF ST. XXXXXX,
a Utah municipal corporation, as Grantor, and ST. XXXXXX INN, L.C., as
Grantee, over, across, through and under a portion of the subject property
being more particularly described as follows:
BEGINNING at a point North 0(degree)48'46" West 838.26 feet along the
section line, South 89(degree)03'46" East 173.50 feet along the North
line of 0000 Xxxxx Xxxxxx and North 2(degree)20' East 213.91 feet from
the Southwest corner of Section 00, Xxxxxxxx 00 Xxxxx, Xxxxx 15 West,
Salt Lake Base and Meridian, and running thence North 2(degree)20'
East 271.72 feet; thence South 88(degree)05' East 414.66 feet to a
point on a curve to the right on the West line of the I-15 frontage
road, the radius point of which is South 74(degree)44'15" West 1349.86
feet; thence Southeasterly 15.67 feet along the arc of said curve and
said West line
-8-
SCHEDULE B-2
(Exceptions)
of Frontage Road; thence North 88(degree)05' West 404.31 feet; thence
South 2(degree)20' West 310.20 feet; thence South 89(degree)02'33"
West 0.83 feet; thence North 1(degree)27'42" West 17.58 feet; thence
South 88(degree)32'18" West 8.44 feet; thence North 0(degree)58'28"
West 36.63 feet; thence South 89(degree)10'12" West 2.48 feet to the
point of BEGINNING.
Said Quit Claim Deed also contains the following paragraph:
This easement interest is conveyed upon condition that Grantee will
remove the top three (3) feet of existing sewer manholes places or
maintained by Grantor in the easement conveyed herewith, and that
Grantee will further wholly fill the resultant hole and entire
remaining manhole with compacted dirt as a safety measure.
Said Quit Claim Deed recorded November 22, 1993, as Entry No. 450099, in
Book 773, at Page 637, Washington County Recorder's Office.
(THE FOLLOWING AFFECTS ALL OF PARCEL 2)
17. Terms and conditions of that certain Declaration of Easement, dated April,
1997, by and between ST. XXXXXX INN, L.C., a Utah limited liability
company, as Grantor, and SERVICE STATION LIMITED PARTNERSHIP #2, a Utah
limited partnership, recorded April 15, 1997, as Entry No. 563096, in Book
1092, at Page 59, Washington County Recorder's Office.
(THE FOLLOWING AFFECTS ALL OF PARCELS 1 AND 2)
18. Access to that certain freeway lying East the subject property was
condemned by that certain Final Order of Condemnation in favor of the UTAH
DEPARTMENT OF TRANSPORTATION for a parcel of property in fee for a freeway
known as Project No. I-15-1(7)6, which reads in part as follows:
"Together with any and all rights or easements appurtenant to the
remaining portion of said entire tract of property by reason of the
location thereof with reference to said freeway, and with all abutters
rights of access in and to the inner through traffic lanes of said
freeway, PROVIDED, however, that such remaining property shall abut
upon and have access to a frontage road which will be connected with
said inner through traffic lanes only at such points as may be
established by public authority."
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SCHEDULE B-2
(Exceptions)
Said Final Order of Condemnation recorded April 12, 1971, as Entry No.
144186, in Book 103, at Page 480, Washington County Recorder's Office.
(THE FOLLOWING AFFECTS ALL OF PARCELS 1 AND 2)
19. Notwithstanding those items described hereinabove, the property is also
subject to any additional discrepancies, conflicts in the boundary lines,
shortage in area, encroachments, or any other facts which an A.L.T.A.
Survey [made in accordance with "Minimum Standard Detail Requirements for
Land Title Surveys" jointly established and adopted by (ALTA) American Land
Title Association and (ACSM) American Congress on Surveying and Mapping in
1992] may disclose.
(THE FOLLOWING AFFECTS ALL OF PARCELS 1 AND 2, TOGETHER WITH OTHER
PROPERTY)
20. Reservation of all oil, gas and other mineral rights in favor of XXXXXX X.
XXXXX and XXXXX X. XXXXX, as Grantor, as created by Warranty Deed, dated
February 02, 1928, recorded February 28, 1928, as Entry No. 29581, in Book
Y-6, at Page 543, Washington County Recorder's Office.
(THE FOLLOWING AFFECTS THE INTEREST TO BE ACQUIRED BY THE PROPOSED
INSURED OWNER(S) OF THE SUBJECT PROPERTY OR PARTIES WITH SIMILAR
NAMES)
21. The identity of the General Partner(s) of EAST BAY LODGING ASSOCIATES, LTD.
has not been disclosed to the Company and the interest of said General
Partner(s) shall be subject to any liens or judgments as may apply.
(THE FOLLOWING AFFECTS ALL OF PARCELS 1 AND 2)
22. Subject to the rights of parties in possession of the subject property
under unrecorded Leases, Rental or Occupancy Agreements and any claims
thereunder.
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SCHEDULE B-2
(Exceptions)
NOTE: The following name(s) have been checked for judgments:
ST. XXXXXX INN, L.C.
EAST BAY LODGING ASSOCIATES, LTD.
XXXX XXXXXXX
Except for those shown hereinabove, if any, no unsatisfied judgments
have been filed within the past eight years and no Federal Tax Liens
have been recorded within the last ten years.
NOTE: NO COVERAGE IS GIVEN FOR ANY CLAIMS CONCERNING OR ARISING OUT OF
ENVIRONMENTAL PROTECTION LAWS, ORDINANCES OR REGULATIONS ENACTED,
ESTABLISHED OR PROMULGATED BY ANY GOVERNMENTAL ENTITY (HEREIN DEFINED
AS BEING THE UNITED STATES OF AMERICA, THE STATE OF UTAH, THE COUNTY
OF SALT LAKE, ANY MUNICIPAL ENTITY, OR ANY AGENCY OR OFFICE CREATED BY
OR MADE A PART THEREOF), OR THE EFFECT OF ANY VIOLATION OF THESE LAWS,
ORDINANCES OR GOVERNMENTAL REGULATIONS, REGARDLESS OF WHETHER OR NOT A
NOTICE OF A DEFECT, LIEN OR ENCUMBRANCE RESULTING FROM A VIOLATION OR
ALLEGED VIOLATION AFFECTING THE LAND HAS BEEN RECORDED IN THE PUBLIC
RECORDS AS OF THE EFFECTIVE DATE HEREOF AND REGARDLESS OF WHETHER OR
NOT ASSOCIATED TITLE COMPANY MAY HAVE ACTUAL OR CONSTRUCTIVE NOTICE OF
ANY DEFECT OR NOTICE THEREOF.
NOTE: ANY MATTER IN DISPUTE BETWEEN YOU AND FIRST AMERICAN TITLE INSURANCE
COMPANY ("THE COMPANY") CONCERNING THE POLICY OR POLICIES ISSUED
PURSUANT TO THIS COMMITMENT MAY BE SUBJECT TO ARBITRATION AS AN
ALTERNATIVE TO COURT ACTION, PURSUANT TO THE RULES OF THE AMERICAN
ARBITRATION ASSOCIATION OR OTHER RECOGNIZED ARBITRATOR, A COPY OF
WHICH IS AVAILABLE UPON REQUEST FROM THE COMPANY. ANY DECISION REACHED
BY ARBITRATION SHALL BE BINDING UPON BOTH YOU AND THE COMPANY. THE
ARBITRATION AWARD MAY INCLUDE ATTORNEY'S FEES AND MAY BE ENTERED AS A
JUDGMENT IN ANY COURT OF PROPER JURISDICTION.
* * * * *
For escrow inquiries contact Xxxx Xxx Xxxxxxx. (578-8811)
* * * * *
For title inquires contact Xxxxxx Xxx Xxxxxx. (578-8831)
-11-
