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;
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(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.
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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