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HomeMy WebLinkAboutBill of Sale - Brookshire First Mortgage - 12-26-06BILL OF SALE AND GENERAL ASSIGNMENT FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledged, BROOKSHIRE FIRST MORTGAGE, LLC, a Delaware limited liability company ( "Seller "), hereby SELLS, TRANSFERS, CONVEYS and ASSIGNS to the CITY OF CARMEL REDEVELOPMENT COMMISSION, an instrumentality of the City of Carmel, Indiana ( "Buyer "), all of Seller's right, title and interest in and to the following personal property and interests therein, consisting of all or substantially all of the assets necessary for the operation of Seller's business of recreational golfing (the "Business ") commonly known as Brookshire Golf Club, 12120 Brookshire Parkway, Cannel, Indiana, except for the Excluded Assets (as defined in Section 1.4 of the Asset Purchase Agreement by and between Transferor and Transferee, dated August 22, 2006, as amended or restated to date (the "Agreement "), specifically including, without limitation, the items or categories of Personal Property (as defined below) set forth on Schedule 1, attached hereto and made a part hereof: (a) To the extent any of the following constitute personal property and not real estate: all pro shop, restaurant and bar fixtures attached thereto or installed therein, cart paths, irrigation systems, wells, outbuildings, maintenance sheds and facilities, chemical storage facilities, tee markers, ball washers, hole diagrams, stakes, cart barn, lighting facilities, flags, lightning safety systems notification system, emergency call boxes and any other property affixed to or associated with the use of the Business; (b) all of Seller's right, title and interest in and to all maintenance equipment, lawn mowers, aerators, tines, rakes, shovels, tractors; (c) all of Seller's right, title and interest in and to all golf carts (both pull, electrical and gasoline carts) used in the operation of the Business; (d) all of Seller's right, title and interest in and to all driving range equipment, golf ball retrieval equipment, and nets used in the operation of the driving range; (e) all of Seller's right, title and interest in and to any and all restaurant and bar equipment and machinery, refrigerators, freezers, icemakers, ranges, ovens, and other kitchen equipment, dishwashing equipment, restaurant fumiture and furnishings, trade fixtures, smallwares, dishware, silverware and glassware, cups, napkins, linens, kitchen towels, and uniforms used in the operation of the restaurant; all of Seller's right, title and interest in and to any and all pro shop and office equipment, computers, printers, copiers, facsimile machines, and related accessories, telephone and cable equipment, televisions, cameras, video tape equipment, and other electronic equipment, cash registers and other accounting equipment, display shelves and cases, furniture, shower room towels, vacuum sweepers, brooms, mops, and other maintenance machinery and equipment used in the operation of the Business; any and all supplies of paper cups, plates, and napkins, drinking straws, plastic ware, paper towels, toilet tissue, and other paper products, stationery, copier /printing paper, advertising materials, soaps, detergents and other consumable cleaning supplies held for use and consumption in connection with the Business; (0 (g) 270 12 1_2.DOc (h) any and all grass seed, fertilizers, sand, pesticides, mulch, humus, unplanted trees, bushes, and flowers, peat moss, turf farm, extra flags, extra tee markers, extra ball washers, irrigation supplies and posts held for use and consumption in connection with the Business; (1) any and all inventory of goods and personal property held for sale or rent to the public (excluding food and liquor items), including but not limited to, golf clubs, golf balls, golf bags, gloves, tees, clothes, umbrellas, hats, ball markers, shoes, range balls, golf memorabilia, books, and magazines; (j) any and all inventory held for sale and consumption by the public in the restaurant or over - the - counter, including but not limited to fresh and packaged food, condiments, spices, snacks, candy, ice cream, coffee and tea, soft drinks, bottled water, and other items held for sale to and consumption by the public; (k) any and all inventory of liquor, beer, and wine, together with mixers and gamishes, held for sale to and consumption by the public in connection with the operation of the Business, (1) to the extent transferable, all of Seller's right, title and interest in and to the use of the name "Brookshire Golf Club," the goodwill of the Golf Business, any lists or members and other patrons, and the telephone and facsimile numbers, website address, website software, and post office boxes used in connection with the operation of the Business; to the extent transferable and subject to compliance with all applicable laws and regulations in connection therewith, the alcoholic beverage license or licenses that permit the lawful sale of alcoholic beverages in connection with the restaurant, bar and catering operations conducted in or from the Clubhouse (as defined in the Agreement); and (n) any and all security or advance deposits, reservation fees or advances, and other such credits or financial resources given to and held by Seller that apply to any future obligation of Seller to provide, pay for or perform any banquets, dinners, catering, golf rounds, golf toumaments, golf equipment, prizes, awards, golf lessons, or other goods or services, if and to the extent Buyer will be obligated to provide, pay for or perform the same (with credit for such deposit, after the sale of the Business to Buyer. (collectively, the "Personal Property ") (m) Notwithstanding anything to the contrary in this Bill of Sale or otherwise, the Personal Property conveyed and transferred hereby does not include the Excluded Assets, as defined in the Agreement. The Seller and Buyer hereby agree upon the allocation of the Purchase Price (as defined in the Agreement) that is set forth in Schedule I attached hereto. Seller represents that it has legal title to the Personal Property; that it has the right, power and authority to transfer, convey and sell said Personal Property; and that it has full capacity and has taken all necessary action to authorize the undersigned persons to execute and deliver this Bill of Sale. All of the Personal Property is sold, transferred, conveyed assigned and delivered to 270121_2.DOC -2- Buyer "AS IS" and, except as specifically set forth herein or in the Agreement, Buyer makes no, and disclaims and excludes all, warranties, express or implied, with respect thereto, including, without limitation, any warranty of merchantability or fitness for a particular purpose. This Bill of Sale shall be governed by and construed in accordance with the laws of the state of Indiana. [The remainder of this page is intentionally left blank.] 270121 2.DOC IN WITNESS WHEREOF, this Bill of Sale and General Assignment has been executed by Seller as of this _27f day of December 2006. BROOKSHIRE FIRST MORTGAGE, LLC a Delaware limited liability company Steven A Hulce, Designated Manager ACCEPTED BY: CITY OF CARMEL REDEVELOPMENT COMMISSION By: Name: D✓t��P C Title: .,r�',2- 270121_2 SCHEDULE 1 TO BILL OF SALE AND GENERAL ASSIGNMENT Allocation of $2,600,000.00 Purchase Price Terms used herein have the meanings ascribed to them in the Agreement (a) Land: $1,960,000.00 (b) Club House 75,000.00 (c) Outbuildings & Course Improvements: 295,000.00 (d) Irrigation Equipment 100,000.00 (e) Course Maintenance (& Other) Equipment /Supplies: 100,000.00 (f) Golf Cart Inventory: 10,000.00 (g) Range Equipment: 5,000.00 (h) Restaurant, Office & Misc. Equipment: 15,000.00 (i) Covenant Not to Compete: 25,000.00 (j) Goodwill: 15,000.00 (k) TOTAL $2,600,000.00 Inventory (not included in $2,600,000.00 Purchase Price): (1) Pro Shop Inventory $1d Off• 8-0 (m) Food Inventory $ (n) Liquor Inventory $ O Brookshire Allocation v2 Last printed 12/27/2006 2:16 PM