HomeMy WebLinkAbout910755.tiff_ .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..
RESOLUTION
RE: THE BOARD OF EQUALIZATION, 1991, WELD COUNTY, COLORADO
PETITION OF:
GREELEY URBAN RENEWAL AUTHORITY
% RAMKOTA INN ATTN:
701 8 ST
GREELEY, CO 80631
DESCRIPTION OF PROPERTY: PIN: R 2810486 PARCEL: 096105314010 - GR 4814
LOTS 1 THRU 32 BLK43 TOGETHER WITH VAC E-W ALLEY 7701 8 ST%
WHEREAS, the Board of County Commissioners of Weld County, Colorado,
organized as the Board of Equalization for the purpose of adjusting, equalizing,
raising or lowering the assessment and valuation of real and personal property
within Weld County, fixed and made by the County Assessor for the year 1991, and
WHEREAS, said petition has been heard before the County Assessor and due
Notice of Determination thereon has been given to the taxpayer(s) , and
WHEREAS, the taxpayer(s) presented a petition of appeal of the County
Assessor's valuation for the year 1991, claiming that the property described in
such petition was assessed too high, as more specifically stated in said
petition, and
WHEREAS, said petitioner being represented by Joseph D. Monzon, Marvin F.
Poer & Company, and
WHEREAS, the Board has made its findings on the evidence, testimony and
remonstrances and is now fully informed.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, acting as the Board of Equalization, that the evidence presented at the
hearing clearly supported the value placed upon the Petitioner's property by the
Weld County Assessor. Such evidence indicated the value was reasonable,
equitable, and derived according to the methodologies, percentages, figures and
formulas dictated to the Weld County Assessor by law. As such, this Board finds
that the Petitioner failed to meet the burden of proving that the Assessor's
valuation was incorrect. The assessment and valuation of the Weld County
Assessor shall be, and hereby is, affirmed.
BE IT FURTHER RESOLVED that a denial of a petition, in whole or in part, by
the Board of Equalization may be appealed by selecting one of the following three
options:
910755
Page 2
RE: BOE - GREELEY URBAN RENEWAL AUTHORITY
1. Board of Assessment Appeals: You have the right to appeal the
County Board of Equalization's (CBOE's) decision to the Board of
Assessment Appeals (BAA) . Such hearing is the final hearing at
which testimony, exhibits, or any other evidence may be
introduced. If the decision of the BAA is further appealed to
the Court of Appeals, only the record created at the BAA hearing
shall be the basis for the Court's decision. No new evidence can
be introduced at the Court of Appeals. (Section 39-8-108(10) ,
CRS)
Appeals to the BAA must be made on forms furnished by the
BAA, and should be mailed or delivered within thirty (30)
days of denial by the CBOE to:
Board of Assessment Appeals
1313 Sherman Street, Room 523
Denver, CO 80203
Phone: 866-5880
OR
2. District Court: You have the right to appeal the CBOE's decision
to the District Court of the county wherein your property is
located. New testimony, exhibits or any other evidence may be
introduced at the District Court hearing. For filing
requirements, please contact your attorney or the Clerk of the
District Court. Further appeal of the District Court's decision
is made to the Court of Appeals for a review of the record.
(Section 39-8-108(1) , CRS)
OR
3. Binding Arbitration: You have the right to submit your case to
arbitration. If you choose this option the arbitrator's decision
is final and your right to appeal your current valuation ends.
(Section 39-8-108.5, CRS)
Selecting the Arbitrator: In order to pursue arbitration, you
must notify the CBOE of your intent. You and the CBOE select an
arbitrator from the official list of qualified people. If you
cannot agree on an arbitrator, the District Court of the county
in which the property is located will make the selection.
910755
Page 3
RE: BOE - GREELEY URBAN RENEWAL AUTHORITY
Arbitration Hearing Procedure: Arbitration hearings are held
within sixty days from the date the arbitrator is selected. Both
you and the CBOE are entitled to participate. The hearings are
informal. The arbitrator has the authority to issue subpoenas
for witnesses, books, records, documents and other evidence. He
also has the power to administer oaths, and all questions of law
and fact shall be determined by him.
The arbitration hearing may be confidential and closed to the
public, upon mutual agreement. The arbitrator's written decision
must be delivered to both parties personally or by registered
mail within ten (10) days of the hearing. Such decision is final
and not subject to review.
Fees and Expenses: The arbitrator's fees and expenses are agreed
upon by you and the CBOE. In the case of residential real
property, such fees and expenses cannot exceed $150.00 per case.
The arbitrator's fees and expenses, not including counsel fees,
are to be paid as provided in the decision.
The above and foregoing Resolution was, on motion duly made and seconded,
adopted by the following vote on the 29th day of July, A.D. , 1991.
/ !///GL2 ( BOARD OF COUNTY COMMISSIONERS
ATTEST � � WELD COUNTY, LOR 0
Weld County Clerk to the Board
, Gordo c , irman
By 4
Dep ty Clerk to }re B and Geo e Ken dy, Pro-Tem
APPROVED AS TO FORM: )2)2-'57; ,4-C-0 Y
onstance L. Harbert
//pi/
Assistant County Attorney/41 C. W. Kirby
,(4.4 4,11AY)
W. H. Webster
910755
BOE DECISION SHEET
PIN #: R 2810486 PARCEL #: 096105314010
GREELEY URBAN RENEWAL AUTHORITY
% RAMKOTA INN ATTN:
701 8 ST
GREELEY, CO 80631
HEARING DATE: July 29, 1991 TIME: 3:00 P.M. /14/54;404-, F
HEARING ATTENDED? ���N) NAME: �rq Ler...7 , �07-74,4 c e?/O
II z / ry�r tip' gyp.
AGENT NAME: Meys_ely-i3O-)F, -�g�..�y. &o
DECISION:
DECREASE IN VALUATION
INCREASE IN VALUATION
NO CHANGE IN VALUATION �C ��--
ASSESSMENT RATIO
ACTUAL VALUATION
ORIGINAL ADJUSTED
Land $ 400000 $
Improvements OR
Personal Property 2712000
Total Actual Value $ 3112000 $
COMMENTS:
MOTION BY (.1‘., f TO
SECONDED BY (7_,-K Lacy eaN)
Kennedy O�.y N)
Failed to meet burden of proof Harbert 4rt N)
x Comparables inadequate Kirby CeiN)
Assessor's data unchallenged Webster (Y19
,t Other:
7) 7
RESOLUTION N0.
rata_ /
MARVIN F. DOER&COMPANY
Joseph D. Monzon
Tax Agent
Tabor Center 1200 17th Street Suite 960
Denver.Colorado 80202 (303)571-1800
Fax(303)571-1851 91075b 5 b
OFFICE OF COUNTY ASSESSOR
915 10O1 STREET
GREELEY,COLORADO 80631
NOTICE OF DENIAL PHONE(303)3564000, EXT.4256
CR�. 4 �W ALLEY
LOTS
LL1 7t'1 8 ST�
U3LiC43 TOGETHER WITH
VAC E
COLORADO
711 9 ST CREELEY
OWNER GREELEY URBAN RENEWAL AUTHORITY
•
GREELEY URi3AN RENEWAL AUTHORITY PARCEL 09610:3:314010
PIN R 2'310466
RAP1KOTA INN ATTtI: SUE SPIEKER
701 8 ST YEAR 1991
GREELEY CU 6::631 G O23x';7
05/21/1991
The appraised value of property is based on the appropriate consideration of the approaches to value required by law.The Assessor has determined
that your property should be included in the following category(ies):
Residential property is valued by considering the cost and market approaches.
Agricultural land value is determined solely by the earning or productive capacity of the land, capitalized at a rate set by law.
Producing mines are assessed at 25%of the gross proceeds or 100%of the net proceeds,whichever is greater.
Oil and gas leaseholds and lands are assessed at 87.5% of the gross value of the oil and/or gas sold or transported from the premises on
primary production;secondary production is valued at 75%.
All other property,including vacant land, is valued by considering the cost,market,and income approaches.
If your concern is the amount of your property tax, local taxing authorities (county, city, fire protection, and other special districts) hold
budget hearings in the fall.Please refer to your tax bill or ask your Assessor fora listing of these districts,and plan to attend these budget hearings.
The Assessor has carefully studied all available information, giving particular attention to the specifics included on your protest and has deter-
mined the valuation(s)assigned to your property.The reasons for this determination of value are:
NO CHANGE HAS BEEN MADE TO THE ACTUAL VALUATION OF THIS PROPERTY.
COLORADO LAW REQUIRES US TO SEND THIS NOTICE OF DENIAL FOR ALL
PROPERTIES ON WHICH WE DO NOT ADJUST THE VALUE.
•
PETITIONER'S ASSESSOR'S VALUATION
PROPERTY CLASSIFICATION ESTIMATE ACTUAL VALUE ACTUAL VALUE
OF VALUE PRIOR TO REVIEW AFTER REVIEW
LAND r00j000 400 $ 000
IMPS 217121OOO 2) 712; OOO
TOTALS $ $ 3) 1123OOO $ 3rlt2s ^�
If you disagree with the Assessor's decision,you have the right to appeal to the County Board of Equalization for further consideration,
39-8-1O6(1)(a),C.R.S. Please see the back of this form for detailed information on filing your appeal.
By; WARREN L. LASELL '.'.(3/1 .1/91
WELD COUNTY ASSESSOR DAT� r� 1 49
�15-DPT-AD ✓ - 55
FFr7+ pp-20'-87'g1 ADDITIONAL INFORMATION' ON RFNFRCF Qth�
t
MARVIN F POER&COMPANY
AD VALOREM TAX SLRVIOS -
July 9, 1991
V'1
Weld County Board of Equalization
915 10th St.
Greeley, CO 80631
RE : Schedule Number(s) : 0961-05-3-14-010
Dear Gentlemen:
Marvin F. Poer and Company hereby submits an appeal to the Weld
County Board of Equalization on the above referenced schedule
numbers .
Documentation was previously submitted to the Assessor's office.
Thank you, and we look forward to mutually acceptable resolutions
of the valuation issues involved.
Sincerely,
Mleael
Timothy A. Green
Territory Manager
n rc
Attachment(s)
1 /HDl
6�'/ ' P- 2S1 40
e,rsAAJu)--
labor Center 1200 17th Street Suite 960 Denver.Colorado 80202 (303) 571-1800 Fax (303) 571-1851
manm Boston Chicago Daum Demo IonWorth It.Iauderdale lhamon mAngelo NewYork Orlando Philadelphia Moe nix SanAntonio Seaule Washington.DC.
(t
CLERK TO THE BOARD
F.O. Box 758
ip GREELEY,COLORADO 80832
(303)356-4000 EXT.4225
C.
COLORADO
July 16, 1991
Parcel No. : 096105314010 PIN No. : R 2810486
GREELEY URBAN RENEWAL AUTHORITY
% RAMKOTA INN ATTN:
701 8 ST
GREELEY, CO 80631
Dear Petitioner(s) :
The Weld County Board of Equalization has set a date of Monday, July 29,
1991, at or about the hour of 3:00 P.M. , to hold a hearing on your
valuation for assessment. This hearing will be held at the Weld County
Centennial Center, 915 10th Street, Greeley, Colorado, in the First Floor
Hearing Room.
You have a right to attend this hearing and present evidence in support of
your petition. The Weld County Assessor will be present before the Board.
The Board will make their decision on the basis of the record made at the
aforementioned hearing, as well as your petition, so it would be in your
interest to have a representative present. If you plan to be represented
by an agent or an attorney at your hearing, prior to the hearing you shall
provide, in writing to the Clerk to the Board's Office, an authorization
for the agent or attorney to represent you. If you do not choose to
attend this hearing, a decision will still be made by the Board by the
close of business on August 10, 1991, and mailed to you on or before
August 16, 1991.
Because of the volume of cases before the Board of Equalization, all cases
shall be limited to 15 minutes. Also due to volume, cases cannot be
rescheduled. It is imperative that you provide evidence to support your
position. This may include evidence that similar homes in your area are
valued less than yours or you are being assessed on improvements you do
not have. Please note: The fact that your valuation has increased cannot
be your sole basis of appeal. Without documented evidence as indicated
above, the Board will have no choice but to deny your appeal.
�.O'st.ie.-cJ
GREELEY URBAN RENEWAL AUTHORITY - R 2810486
Page 2
At least two (2) working days prior to your hearing the Assessor will have
available, at your request, the data supporting his valuation of your
property.
Please advise me if you decide not to keep your appointment as scheduled.
If you need any additional information, please call me at your
convenience.
Very truly yours,
B RD OF EQ LIZ ION
Donald D. Warden,
Clerk to a Board
BY: /jte �/Cd iG
arol A. Harding, Deputy
cc: Warren Lasell, Assessor
O 7.075-
--. . +
O— r�r rr
_ ,-
r r � -- r
c • N V r- r
�, �; � p •cam; r- �� . ,9 3
r. CEO 1�tJ 1 Lr 7' } — i t r
b Q NS. � II4
7 N
�
y
_ ,-
31 O
0 o a =
o` Cr c --___
.3. r
r /3
e� Q
- 'ry, 0i
�- r• i 1 0 Q
�; ; cv r cr r-•
c 1�
�� ' r� fir.. O -- CO 03
i+:'i `• 1 r- 0
/ ► • 1 •c 1,:
N J i- � o- w
F i Cr
0-1
' Q w
_. - ,� F-
-(.. b a ¢
¢ cz)
-e N p
;-' (.5-
QC � µ -3rs
u., po 7 _ L PrI -'-
(A• . ,PO p � 6 p C
N•� •
cr -- -..5 ` CA - 7 90 `71 _
•-!
ki
+J
r fA
.r. J
m t-- o dJ D
fco
a- s Cr Cr Q
›- a
VI Q N O ct
a 9 _ -1 .-4d o
.r... CO r i a � rn
rn
. 70
v b
0 b i O r 7 T
--J J J J1; cal Kb
n t) �
al b e b gj r 6 nE r..)
u v >_ 0 :!S- b t;j Q-
li'1 ri a Cr �
111
�-
LAJ
' " CN ( 413 w c_p
n, _ E z
= U
p 6 ,-,
o ,� -� 4q
N c�i
L'It1 0 r(D
_____ P'P.-Z-,:zt\*.,
wS7�
1 � Z ? G N i"' Z =� a0
-! cS r
C v)
0cu ,1 U1 ---,:c
�-9 c ` [fl r- Z � x
ti z N IiI
VV a n4 c� a �� Ski
i aJ C1 A D - r-
^ �
C C s .C Q ' 1 G J a" 3 0 C 2i 0 Q J 0C 4: =u 7 N
� u a 1 c Q O`' 0 ¢ to o r::( to ! - v ,. ;.(`� -C �O � 1 _0
[r4
rF r �F.,: .� � I I
•
4r `` , #,,K i 1 y� x
s�•
it _ ra, � Gm
r2 4 �ht ,. • r Y ,tom.. s4'
.:".1q +3 F ;� 7 txa?l j`"� ,
`� � iK
� k
s m * t. t,
ii
pe) %Ft Z w J O:�s .ic y 4� X C a.% t �' .. v� � 8' �..� was Ps{ t i
ids^';. dh x,*�ts �L# it l � a rR �° ��,:i R' �'
�„.. a z
t 1 }' � fi _
h
tip �� „ , (bxx� � xti D � a� d '}� . c3
x +, 4 t ub t o..t , &r �.r ._ _,
xi>,Imo_ s p.. /i . y n I^ �^v. _, �r l' 1 4, • 4 t. -
W ti a�, d &�$ 3ra
,." ., P i £�AF1 � 2
a -t a- Kt t • N'
O1 _iy 6 r l ✓ rye
z W '{' 11 'gR. tX V y 4�6 Rb a � * {� J
U A T '� t m,t,:;`,1 tN la `^
ct
U1 a i l ! . ,4, .. , ,a„f�p �.. t... � 7 , � �,�
la 0-
is ' s,. i £w ,&' a p, Ss i �� ;;7 -.
At at 1
J 1 f 'rd. '� I- — &-•
ol
T..ca
' II ., 'sr '
O.
s V 1
ell
" Q N(
L W ,„
o .t 4 s , e ,; 3 U
cl
IC ..F I r� u ,_J
r
4 ter ' t '' i � L I k [1
C) P s grt� t j - p
� cy ,
I III 3
III fcc
I, n r oq
i" �{ t r 9 ' ell `-�i
' `� I `
r l
a— —ll,' a a 4.k • - /' �+ 'w{ R• F ,t 'S.Ma li TJJ-
;} M
i � iP Sit �f�' ' S 'i — r:
ir
sl
` t? Y ,,,�;' + lei I) �� �,
xa �1 , Nr a d� 1,- 11 ' -
1 1 r`y' 2 I -.y" Q'
,, ' N ? 7 N
dxa
�"r 24 t, 1,' P o
br
I` .a ..'% 7 t a. ' Y�+Y . Q I f�o- �
fP r —� 4
I r z 3 i� ? ,_ - J 4a: s � --fr-
viiii_aa s o a
0 p Y,
3 ' 3 „AAV ! Aa ui (j) - Q 0� S 7 M --
' (� r
c � ;h. °!�' d -� , � U I � 54 ,1
' a f tT.
! , �g U° CP o
r ;� Q� ' E
ag
c. oz w _ rti. �-' > ✓,t x:. "{ `I. �d..i 6.,. :�1'1 , _�-• ] I - t42 T_ >'
I r3 z 1 i. ., -'�
VALUATION DATA
FOR
SCHEDULE NUMBER
0961-05-3-14-010
{ EXHI BIj�
B /
piw t, :log86 �4 0"755
SCHEDULE NUMBER
0961-05-3-14-010
The subject property is a hotel facility located at 701 8th Street
in Greeley. As the attached data indicates, the Assessor' s proposed
value can't be supported. Based on our review, we request the value
be adjusted to $1,200,000 .
Thank you for your consideration.
Sl.C75t
:S
• •1.X._°5 0 :i R I•' PROPERTY ANALYSIS 5/19/91 9 : 13 : 3
Client : 7900 Property : 96746 YP : 91
AI:iPr•aisal AutE•t . 123
_.. _._._,._____ .__........_.----. ......,»..» _....__....Client Data. _.___
Client. : GRL l:::I_I:_Y Parcel IDt : 0961-05-3-14-010
-x:110
Prop . : R a ci i s s o ry H o t e].&C a n•f` , County : WELD ;:i t ; CO
Type: DOWNTOWN MULTI-STORY HOTEL Type ID : HOT 1
Sale I:i•-at.e: 1.1101!81. Sale: 0 Book/Page:
Grantor/Grantee: !
w._-...._____........__._»»_-...._-L..and Data_._...____..._....._____..___._..__. _» .._._»----.._........_.._....___..___....___-
S Site r'c : , 00000 E x , Ac : . 00000 Tot , Ac : . 00000
Cost : 00 000000000 0000 0 Date: 11/01/R1
Cost : 0 Dati•:. , /15/ x'7 S . P . 1:`..3LA : .0(
Age: r_0 Yrs, SP/Unit : 0 S . P , fi=L..A : .0(
X/Occ: : , 00 X X/UnFn : . 00 % Vac . Rate:R::a tee: .0(
Actual Proforn•a
Income and Expense
Gross Potential income: 0 (
Vac/Debt: , 00 X 0 . 00 X (
Total Income: 0 (
Other income: , 00 .. 0 (
EGI : 0 (
Oper , Cxp : , 00 % 0 . 00 X (
L-1 O I ; n (
E:::x p!PIE._A ; . 00 O . 0(
Gross Rent/Unit : 0 C
Calculations
NOI : 0 (
Cap , Rate: . 00 . 0(
Indicated Value: 0 (
Ind . Value/Unit : 0 (
Ind . .:al.ue1GI..A : , 00 • 0(
--------------------------Assessment Data_._......._............_............_........_____........_......_......_...._...__...._.._..... ..........__
Assessor ' s Prop . MV : ;3 , 112 ,000 Proposed t"+J!I.Jnits t
Ratio : 29 , 00 Proposed MV!GL_A : . 0(
Assessed Value: 90 ' ,480 Proposed MV1NLA : , 0(
Rate/1.00 : . 0u•00000 Prop . MV as % of Sale: . 0(
Estimated Tax : . 00 Gross Rent Mult . , 0`-`()(
Est . Tax/Unit : 0 Overall. Rate(Ac) , , '}00(
Est , -1'ax!GI..f`s : . 00 Overall Rate( Pr) :: . 000(
__.._...__ ___.... __.._Comp}aarable:� ::.--- _____.._.. .__..-.._.- -..__..----..____..__..----------.........__..___.........___
Name Value Size * MV/Size
O 0 . 0(
O 0 , 0(
O O . 0(
O 0 . 0(
__._.»»._..-Value Correlation __
0 Sales-Ind-Value: 1 ,200 ,00C
DOE-Ind-Value: 0 Cost--Ind-Value: (
..._......_..__................_......_.._..___.........._......._.._-_____... rte.-l.!!sx.orr_................._.._..___.__»»_.__.... __ -.....
Conclusion : The subject property was sold in April 1990 for the amount o
f $1 ,500 ,000 . This sale included allocations of $250,000 for
personalty and $50 ,000 for -tE'1e existing notes, The ii;::t to r
Comments: eal estate was $1. ,200 ,000 ,
M1=P Value Estimate) 1. ,200 ,000 Appeal (n- 5) ,04.,-0-0"_"
t.
ASSIGNMENT OF PURCHASE AGREEMENT
This Assignment is made and entered into this Z9 day of
May, 1990, by and between MILESTONE HOTEL INVESTMENTS, INC. , a
Minnesota corporation having its principal office at 681 East Lake .
Street, Suite 246, Wayzata, Minnesota 55391 and REGENCY INNS
MANAGEMENT, INC. , a South. Dakota corporation having its principal
office at 2600 N. Louise Ave. , Sioux Falls, South Dakota 57107
(together the "Assignor") and GREELEY HOTEL VENTURES, a South
Dakota general partnership,. having its principal office at 2600 N.
Louise Ave. , Sioux Falls, South; Dakota 57107 (the "Assignee") .
.RECITALS
A. Assignor has entered into a Real Estate Purchase and Sale
Agreement with Greelco Realty Corp., a New York corporation,
("Seller") dated April 11, 1990 (the "Purchase Agreement") pursuant
to which Assignor agreed, as Buyer thereunder, to purchase from
Seller all of Seller's right, title and interest in, to and under
that certain Ground Lease dated June 30, 1986 by 986 by rd and d wen en the
Greeley Urban Renewal Authority ("GURA") , as
Ltd. , as tenant, recorded November 7, 1986 in Book 1134 under
reception No. 2076341 in the office of the Clerk of Weld County,
Colorado, as amended by that certain First Amendment to Ground
Lease, dated November 14, 1986, between GURA and Greeley, Ltd. ,
recorded on December 8, 1986 in Book 1137 under Reception No.
1 2079727 and by that certain Second Amendment to Ground Lease, dated
November 14, 1986, between GURA and Greeley, Ltd. , recorded on
December 8, 1986 in Book 1137 under Reception No. 2079728 in the
Office of the Clerk of Weld County, Colorado (the "Ground Lease") C :
and the leasehold estate created thereby, all improvements thereon,
and all other d. in and to the land and
certain personalts f asr further tdescribed in the Purchase
P property - .
Agreement.
B. Assignor wishes to convey to Assignee, and Assignee
wishes to assume from Assignor, all of Assignor's right, title and ,•
interest under the Purchase Agreement.
In consideration of the foregoing and of the terms and .
conditions hereinafter set forth, the parties agree as follows:
AGREEMENT
1. Assignor hereby assigns to Assignee all of Assignor's
right, title, interest and duties under the Purchase Agreement.
2. Assignee hereby accepts and assumes all of Assignor's .
right, title , interest and duties under the Purchase Agreement and
i agrees to perform all such obligations and duties thereunder.
•
�' �„�, �.
A
AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT made
and entered into this 23rd day of May, 1990, by and between
GREELCO REALTY CORP. , a New York corporation, having its
principal office at One Wall Street, New York, New YorK10286
("Seller") and GREELEY HOTEL VENTURES, a South Dakota general
• partnership, having an office c/o Milestone Hotel Investments,
•
Inc. at 681 East Lake Street, Suite 246, Wayzata, Minnesota
55391 ("Buyer") .
•
WHEREAS, Seller and Milestone Hotel Investments, Inc. and
Regency Inns Management, Inc. entered into the Real Estate
Purchase and Sale Agreement dated April 11, 1990, which has
been assigned pursuant to the Assignment o£ Real Estate •
Purchase and Sale Agreement dated May 23, 1990 by Milestone
Hotel Investments, Inc. and Regency Inns Management, Inc. to
Buyer (the "Purchase and Sale Agreement" ) ; and
• WHEREAS, Seller and Buyer desire to amend the Purchase:
and Sale Agreement to provide for the sale of (i) the First
Note, dated November 14, 1986 in the principal amount of
$6,100,000 made by Greeley, Ltd. to The Bank of . New York
("BNY" ) , (ii) the Second Note dated November 14, 1986 in the
principal amount of $1,400,000 made by Greeley, Ltd. to BNY,
and (iii) the Construction Leasehold Deed of Trust, Security
Agreement and Assignment o£ Leases and Rents date November 14,
1986 by and between Greeley, Ltd. , as trustor, the Public
Trustee of Weld County, as trustee, and BNY, as beneficiary
(the "Deed of Trust") .
•
NOW, THEREFORE, in consideration of the foregoing and of
the terms and conditions hereinafter set forth, the parties
agree as follows: •
•
1. Section 2 of the Purchase and Sale Agreement is
hereby deleted in its entirety and the following is inserted
in lieu thereof:
.. i
"2. Price. The Purchase Price for the
Property (together with all appurtenant rights and
easements), the Personal Property and the First Note
dated November 14, 1986 in the original principal
amount of $6,100,000 made by Greeley Ltd. to The
Bank of New York ("BNY") , the Second Note dated
November 14, 1986 in the original principal amount
of $1,400,000 made by Greeley, Ltd. to BNY and the
Construction . Leasehold Deed of Trust, Security
Agreement_ and Assignment of Lease and Rents dated
November 14, 1986 made by Greeley, Ltd. to the
Public Trustee of Weld County for the benefit of BNY
(the "Deed of Trust") , shall be One Million Five
Hundred Thousand Dollars ($1,500,000) (the "Purchase
Price" ) payable as provided in Section 4 hereof.
Seller and buyer agree that the Purchase Price is
allocated as follows:
$ 250,000 - Personal Property
$ 50,000 - First Note, Second Note and
1 Deed of Trust
$ 1,200,000 - Property"
2 . Seller agrees to cause BNY to assign the First Note,
the Second Note and the Deed of Trust to Buyer without any
• representation, warranty or recourse in any event whatsoever.
Seller makes. no representation or warranty as to the
enforceability, priority, execution or delivery of, or any
other matter with respect to the First Note, the Second Note
or the Deed of Trust.
•
3. Buyer acknowledges that pursuant to the Agreement
dated June 24, 1988 among BNY, Greeley, Ltd. and August Perez
III, (i) BNY agreed, and Buyer by its acceptance of the Note
and Deed of Trust agrees, not to sue August Perez III and/or
Greeley, Ltd. , its officers, directors, shareholders,
i'
•
•
servants, agents, employees, administrators, insurers,
• successors, attorneys, and assigns, with respect to any and
all liabilities, claims, demands, controversies, and causes of
action of any kind which BNY had or may have relating td the
Note or Deed of Trust, and (ii) Greeley Ltd. and August 'Perez
III released BNY, its successors and assigns from any claims
they may have had relating to the Note and Deed of Trust. •
4. Insert the following immediately after Section 1B,
subparagraph R on page 12 of the Purchase and Sale Agreement
as additional documents to be delivered to Buyer at closing:
"1. The original First Note and Second Note
endorsed to the order of Buyer without any
representation, warranty or recourse in any event
whatsoever.
m. The original recorded Deed of Trust and a
properly executed Assignment of Deed of Trust in a
form to be approved by Seller in its sole
discretion."
i S. Except as herein amended by this Amendment, the
Purchase and Sale Agreement shall remain unchanged and in full
force and effect.
6. This Amendment shall be binding upon Buyer and
Seller and their respective successors and assigns.
•
P.
t
i` - 3 -
Si 07:55
J .
In witness whereof, the parties hereto have executed this
Assignment the' date first above written.
ASSIGNOR:
MILESTONE HOTEL INVESTMENTS,
INC.By '/�`4 A,4.7z
Its /7
REGENC I y ENT, INC.
By _ ‘./
Its
ASSIGNEE:
GREELEY HOTEL VENTURES
By Greeley Acquisition Corp. ,
Its General Partner
3 By ge.�46, /k//—A
•
'j Its ,
V By Regency In Management,
Inc. , Its en - P=r ner
By ‘Ci. i!
c:\docs\milestone\assign.pur
5/17/90 •
21.675.5
2. Term of License. The term of this Lease and License
Agreement shall commence as of the effective date of this
Lease and License Agreement and shall terminate on the earlier
of (i) the date Milestone receives final approval from all
governmental authorities for the issuance of local and state
liquor licenses for the Hotel to Milestone or its designee,
(ii) 90 days. from the execution of this Lease and License
Agreement, (iii) the termination of the Management Agreement
or (iv) at the sole option of Milestone, with, no advance
notice required to Greelco. Upon termination of this Lease
and License Agreement, legal possession of the Hotel shall
automatically revert to Milestone.
3 . Condition of Hotel. Greelco accepts the Hotel in
fts present "as is" condition. At the end of the term of this
Lease and License Agreement, or after the termination of this
Lease and License Agreement for any reason, Greelco shall quit
and surrender the Hotel to Milestone.
4 . Representation and Warranty. Greelco represents and
warrants that to its knowledge it is the owner of the Liquor
License and that it is in full force and effect as of the date
hereof and has not received any notice of default or ,notice of
non-compliance regarding the Liquor License.
5. Maintenance of Liquor License. Greelco covenants
and agrees to take all necessary and appropriate action to
} preserve, maintain, and defend the Liquor License, and agrees
to furnish Milestone with a copy of any notice that it
receives with respect to the Liquor License.
6. - No Assignment. Greelco shall not assign, mortgage
or encumber this Lease and License Agreement or any interest
herein. Any attempted assignment in violation of this section
shall be null and void and shall confer no rights on any third
party.
7. Compensation. There shall be no compensation
payable to Greelco or any officer, director, trustee or
shareholder thereof, for any of the transactions provided for
in this agreement.
8. Miscellaneous. (a) The covenants, conditions and
agreements contained in this Lease and License Agreement shall
bind and inure to the benefit of Milestone and Greelco and
their respective successors and assigns.
(b) The entire contract of the parties is contained
herein and all prior or contemporaneous oral negotiations,
agreements, representations and understandings are hereby
superseded.
- 2 - �
'tS r�r a
,,,r. . i ad_�
(c) This Lease and License Agreement shall be
governed by and interpreted in accordance with the laws of the
State of Colorado.
9. Authority. Greelco agrees it will not incur any
expense, liability or obligation in respect of the Hotel or
Milestone from the date hereof and acknowledges that it is
without power or authorization to do so and agrees that it
will not hold itself out as having authority to do so.
10. Confidentially. Greelco and Milestone agree that
this agreement shall not be recorded or otherwise be made
public.
11. Headings. The paragraph headings are inserted only
for the purpose of convenient reference and they shall in no
way define, limit or prescribe the scope or intent of this
Agreement.
12 . Binding Effect, etc. Except as otherwise provided
herein, this Agreement shall be binding upon and shall inure
to the benefit of the parties, their respective successors and
assigns. This instrument contains the entire agreement
between parties. It may not be amended except by an
instrument in writing signed by both parties.
EXECUTED and delivered as of the date first set
forth above.
MILESTONE HOTEL INVESTMENTS, INC. ,
a Minnesota corporation
By:
Title:
GREELCO REALTY CORP. , a New York
corporation
By:
Steven L. Ring
Vice President
IN WITNESS WHEREOF, the parties have executed this
Amendment as of the 23rd day of May, 1989.
GREELCO REALTY CORP. ,
a New York corporation
BY: y
Steven L. Ring
Vice President
•
GREELEY HOTEL .VENTURES, _
a South Dakota general partnership
GREELEY ACQUISITION CORP. ,
a Minnesota corporation,
a general partner
•
BY: 444
/ /
REGENCY I - GEMENT, INC. ,
a South ota orporation;
a gener- pa n r
BY: •
,
Title: _
}
¢ _ ✓ wir a
REAL ESTATE
PURCHASE AND SALE AGREEMENT
This Agreement made and entered into this 7/ day of
April, 1990, by and between GREELCO REALTY CORP. , a New York
corporation having its principal office at one Wall Street, New
York, New York 10286 ("Seller") and MILESTONE HOTEL INVESTMENTS,
INC. , a Minnesota corporation having its principal office at 681
East Lake Street, Suite 246, Wayzata, Minnesota 55391 and REGENCY
INNS MANAGEMENT, INC. , a South Dakota corporation having its
principal office at 2600 N. Louise Ave. , Sioux Falls, South Dakota
57107 or their assigns (together, the "Buyer") .
RECITALS:
WHEREAS, pursuant to that certain Assignment of Lease dated
June 24 , 1988 between Greeley, Ltd. and Seller, Greeley, Ltd.
assigned to Seller its right, title and interest in, under and to
that certain Ground Lease dated June 30, 1986 by and between The
Greeley Urban Renewal Authority, as landlord, and Greeley, Ltd. ,
as tenant, recorded November 7, 1986 in Book 1134 under Reception
No. 2076341 in the Office of the Clerk of Weld County, Colorado,
as amended by that certain First Amendment to Ground Lease, dated
November 14, 1986 between The Greeley Urban Renewal Authority and
Greeley, Ltd. , recorded on December 8, 1986 in Book 1137 under
Reception No. 2079727 and by that certain Second Amendment to
Ground Lease, dated November 14 , 1986 between The Greeley Urban
Renewal Authority and Greeley, Ltd. , recorded on December 8, 1986
in Book 1137 under Reception No. 2079728 in the Office of the
Clerk of Weld County, Colorado (the "Ground Lease") and the
leasehold estate created thereby and all other interests of
Greeley, Ltd. in and to the land more particularly described in
Exhibit A attached hereto and made a part hereof (the "Land") and
all improvements thereon; and
WHEREAS, Seller desires to sell to Buyer and Buyer desires to
purchase from Seller Seller's right, title and interest in, to and
under the Ground Lease, the Land, and the improvements located
thereon, upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing and of the
terms and conditions hereinafter set forth, the parties agree as
follows:
1. Sale. Subject to the terms of this Agreement, Seller
agrees to sell and Buyer agrees to purchase all of Seller's right,
title and interest in, under and to the Ground Lease and the
leasehold estate created thereby and all other interests of Seller
presently owned or hereafter acquired in and to the Land, including
the purchase option contained in the Ground Lease, and all
modifications, extensions and renewals of the Ground Lease and all
_ 1 Seller's right, title and interest in and to the Hotel and
Qr 1.(T'c'�a3 5
r
•
•
Conference Center containing a three-story, 150-room hotel
connected by a glass-enclosed atrium to an approximately 51,360
square foot building with a conference center, lounge and
restaurant located on the Land (the "Improvements") , the air
rights, excluding the air rights reserved by The Greeley Urban
Renewal Authority in the northwest corner of the Land over Lots
9-16 of Block 43, City- of Greeley, County of Weld, .State of
Colorado, the license granted pursuant to the agreement dated
October 26 1988 between Seller and Carlson Hospitality Group, Inc.
("Carlson") (the "License Agreement") , subject : to Buyer's
application and approval by Carlson, and all fixtures and building
materials of every kind now or hereafter situated in, or about, or
affixed or attached to the Improvements and all and singular
tenements, hereditaments, easements, rights-of-way, rights,
privileges and appurtenances to the Land and Improvements, now or
hereafter belonging or in any, way pertaining thereto (collec-
tively,• the "Property") .
Seller hereby also sells and Buyer hereby also buys all the
personal property owned by Seller, used or available for use on the
Property, including but not limited to all bar supplies, food and
beverage inventories (the "Personal Property") .
2. Price. The purchase price for the Property (together
with all appurtenant rights and easements) and the Personal
Property shall be One Million Five Hundred.- Thousand .Dollars
($1,500, 000) ("Purchase Price") payable as provided in Section 4
hereof. Seller and Buyer agree that the Purchase . Price.: is
allocated as follows:
$ 250, 000 .00 +' ./'Personal Property
V" ' �y
$ 1, 2.5Oj00O. DO Property
3 . Closing Date: Documents; Possession.
a. The sale and purchase shall be closed on
May 31, ' 1990 in the offices of the Title Company, _ as
hereinafter defined, in Greeley, Colorado or at such :
place and on such earlier date upon which the parties may
agree. Said date, or such earlier date, shall be called
the "Closing Date" hereunder. On the Closing Date, upon
receipt of payment, Seller shall deliver to Buyer-those
items set forth in Section 11 hereof.
b. Seller shall deliver possession of the Property
and Personal Property to Buyer on the Closing Date.
j 2
4 . Payment. The purchase price shall be payable as follows:
Earnest money of $90,000 ("Earnest Money") the receipt
of $60,000 of which is hereby acknowledged; and the other
$30, 000 to be paid on or before the expiration of the
period set forth in Section it hereof; and
$1, 410,000 payable in cash or. by wire transfer
as directed by Seller on the Closing Date. .
5. Taxes. Seller shall pay all real estate and personal
property taxes due and payable for years prior to the year in which
the Closing Date falls, including 1989 taxes payable in 1990.
Seller and Buyer shall each pay one half of all -the personal
property transfer taxes due as a result of the transfer of the
Personal Property. Seller and Buyer shall pro rate as of 12: 01
a.m. on the Closing Date real estate and personal, property taxes
due and payable for the year in which the Closing Date falls on a
per diem basis. Seller shall pay all installments of assessments
due and payable in 1989 and prior years. Seller and Buyer shall
prorate as of 12 : 01 a.m. on the Closing Date all installments of
assessments, including those for the Special Improvement District,
due and payable in 1990 which have been levied .upon the Property
as of the Closing Date. Seller has filed an appeal with respect
to the 1990 real estate taxes contesting the valuation of. the
Property. Buyer agrees that any tax reduction, rebate, abatement
and interest for payments for 1990 taxes due and payable in 1991
realized from such proceedings shall be prorated between Seller and
Buyer. Seller further agrees to establish an escrow with Title
Company (as defined below) for the payment of Seller's share of the
1990 taxes due and payable in 1991, pursuant to the agreement set
forth in Exhibit B attached hereto. The amount of funds placed
into escrow will be based upon the 1989_ . taxes payable in 1990.
Buyer agrees to diligently pursue the aforementioned appeal. The
reasonable cost of the appeal shall be prorated between Seller and
Buyer.
6. Prorations. Buyer and Seller shall prorate on a per diem
basis all income and expenses, including but not limited to all
receivables and payables, relating to operation of the Property as
of the Closing Date. All items shall be prorated as of 12:01 a.m.
on the Closing Date. Expenses and income attributable to the
operation and occupancy of the Property prior to the Closing Date
shall be debited and credited to Seller. Expenses and income
attributable to the operation and occupancy of the Property after
the Closing Date shall be debited and credited to Buyer. Buyer
shall receive credit for all deposits made related to events
occurring after the Closing Date. Seller shall receive a credit
for all other transferable deposits, including utility deposits,
j which are transferred to Buyer at Closing.
J 3
31.C 703 9
•
The value of hotel-restaurant and bar supplies and food and
beverage inventories on the Closing Date shall be not less than
$25,000. . If the quantities of such inventories on the Closing Date
are more or less than $25,000, the purchase price shall be adjusted
to reflect such difference. All adjustments shall be based on the
cost of such items. -
7. Title. Seller shall provide Buyer the written commitment
of Stewart Title Insurance Corporation ("Title Company") to Buyer
to insure (on ALTA form 1970-B, with provision for issuance: of
extended coverage endorsements at closing) fee title to the Ground
Lease leasehold of the Property, together with all appurtenant
rights and easements, free and clear of all encumbrances other than
"Permitted Encumbrances" which are listed in Exhibit C attached
hereto, and any other exceptions and encumbrances= approved by
. Buyer. The title commitment includes copies of all documents
referenced in the commitment. Buyer shall pay the premium cost of
issuing said title insurance policy and Seller shall pay all
• abstracting, search and servicing charges. The title insurance
policy shall be in an amount equal to the purchase price for the
Property.
Seller has delivered to Buyer a survey of the Property done
by Michael T. Thomas, L. S. , dated September 25, 1986. Buyer, at
its own expense, shall immediately order a currently dated "as
built" ALTA survey of the Property, certified in favor of Buyer and
7 the Title Company, in form_acceptable to the Title Company in order
to issue its extended coverage endorsement. Said survey shall show
that all improvements, including all parking lots which are used
in connection with the operation of the hotel on the Property,: are
located on the Property and shall not show any condition which
would make title unmarketable. The survey shall also indicate
whether any portion. of the Property is in a flood zone and if any
of the Property is in a flood zone, Buyer may terminate this
Purchase Agreement and Seller shall promptly direct Title Company
to return all Earnest Money to Buyer.
Buyer shall have 10 business days after receipt of the title
commitment and survey to render objections to title in writing to
Seller. Within ten (10) days after the receipt of such objections
Seller shall notify Buyer in writing of which objections it does
not intend to cure, provided that if after Seller undertakes to
cure such objections and it later determines that it will not cure
the objections Seller shall notify Buyer of such fact and Seller
shall be under no obligation to cure such objections.
Notwithstanding the preceding sentence of this paragraph, Seller
k further agrees that it shall use its best efforts to remove or
satisfy the objections listed in items B 1 through 8 of the title
commitment attached hereto as Exhibit D. Seller shall.: then have
ninety (90) calendar days to have such objections made by Buyer
(except those to which it has given notice that it will not cure)
removed or satisfied at Seller's expense, unless Buyer agrees to
extend such date by written notice to Seller before said date.
If Seller shall fail to have such objections removed within .said
time, the Buyer may, at its election, (a) terminate this Agreement
without any liability on its part; (b) if the objections are the
consensual liens of Seller imposed on the Propertyafter the date
of the title commitment attached hereto as Exhibit D, that may. be
removed by the expenditure of sums of money, take title to the
Property: and discharge any such liens and deduct the same from the
cash due and payable on the Closing Date; or (c) take title subject
to such objections. In the event that the title or survey are
delivered after the dates specified above the time for Buyer's
examination of title shall be extended based on the number of days
of delay in delivering the title commitment or survey..
8�. Risk of Loss: Insurance: Condemnation. Until the Closing
Date, Seller shall bear the risk of loss to the improvements on
the Property due to fire or other casualty. Accordingly, until
said Closing Date, Seller shall keep in full force and effect a
policy insuring said improvements against loss by all risks insured
against under a standard form of All-Risk coverage.
If, prior to the Closing Date, a substantial (as hereinafter
defined) part of the improvements _ on the Property or any part
thereof are damaged or destroyed by fire, the elements or any
cause, this Purchase Agreement may be terminated, at either party's
option, upon receipt of written notice of an election. by the other
party within 30 days of such damage or destruction, to treat this
Purchase Agreement as terminated. .. Upon such termination Seller
shall promptly direct the Title Company to return all Earnest Money
to Buyer. In .the event that this Agreement is not terminated
Seller shall promptly assign and pay over to Buyer, if and when
this Purchase and Sale is closed, all insurance proceeds received
or to be received by Seller. In the event that less than a
"substantial" part of the improvements is damaged or destroyed
prior to the Closing Date, neither party shall have the right to
terminate this Agreement, and Seller shall promptly assign and pay
over to Buyer all insurance proceeds received or to be received by
Seller as a result of said damage or destruction. As used in this
Section 8, "substantial" shall mean damage or destruction the
replacement of which is estimated to cost an amount equal to
$150, 000 or more.
If, prior to the Closing Date, the Property or any substantial
part thereof shall . be. taken by eminent domain, this Purchase
Agreement may be terminated at either party's option upon receipt
of a written notice of an election by the other party to treat this
Purchase Agreement as terminated. Upon such. termination Seller
shall promptly direct the Title Company to return all Earnest Money
to Buyer. If the parties elect to proceed and to consummate the
transaction despite said taking there shall be no reduction in or
abatement to the purchase price and Seller shall assign to Buyer
all Seller's right, title and interest in and to any award made or
5
7 l3ryr r;,
to be made in the condemnation proceeding. As used in this
paragraph of Section 8, "substantial" shall mean a taking which
reduces the fair market value of the Property by $150,000 or more.
9. Seller's Warranties. As an inducement to Buyer to enter
into this Agreement, Seller hereby warrants to Buyer and agrees as
follows:
a. Seller has the right, power and authority to
sell the Property, subject to the terms and conditions
provided for herein, and to execute, deliver and perform
its obligations under this Agreement.
b. To the best of Seller's knowledge, no labor has
been performed or material furnished at the request of
Seller for the benefit of the Property which has not been
paid for.
c. To the best of its knowledge, Seller has not
received any notice that the current operation of the
hotel thereon is in violation of any applicable law,
regulation or order.
d. To the best of its knowledge, Seller has not
received notice of any action, _ suit, litigation,
proceeding, or any outstanding violations of any legal
1 requirements, restrictions, conditions, covenants or
agreements, including any environmental proceeding or
action, pending affecting the Property .or the Personal
Property and, to the knowledge of Seller without.
investigation, Seller has not received any written notice
of any action, suit, litigation or proceeding threatened
which would affect the Property.. Seller represents that
it has or will provide Buyer with true and correct copies
of all reports of which Seller has knowledge related in
any way to the environmental condition of the Property
or Personal Property.
e. There are no leases for any space in the Property
other than the lease dated June 30, 1986 between Greeley, Ltd.
and The City of Greeley and the lease dated September 1, 1987
between Wynbriar Gift Shop and Greeley, Ltd. (collectively,
the "Space Leases") . To the best of Seller's knowledge the
Space Leases are in full force and effect and, except for the
amendment to the lease with The City of Greeley, dated
November 22, 1988 and the amendment to the lease with Wynbriar
Gift Shop, dated February 20, 1989, have not been amended,
modified or supplemented.
f. Seller has furnished Buyer with a copy of the
agreed-upon audit procedures report covering the period from
J June 24, 1988 through December 31, 1988, prepared by Anderson
6
0
and Whitney, P.C. , certified public accountants ("Anderson and
Whitney") . Seller has also engaged Anderson and Whitney to
prepare a similar report for 1989, a copy of .which Anderson
and Whitney will address to Buyer for its benefit and will
send to Buyer as soon as it is ready. Seller, makes no
warranties or representations regarding the accuracy of--the
reports.
g. ` To the best of Seller's knowledge, the Ground Lease
is in full force and effect and has not been amended, modified
or supplemented, except by the First and Second. Amendments
thereto as described in the Recitals to this Agreement.
h. Except for the agreements listed on Exhibit E
attached, Seller has not entered into any contractual agree-
ments, which can not be terminated on 30 days notice.
i. To the best of Seller's knowledge, the License
Agreement is in full force and effect and has not been
modified or supplemented.
In the event that any aforesaid warranty is not true in any
material respect as of the Closing Date, Buyer may, at its option,
by notice to Seller, terminate this Agreement, and upon said
termination, Seller shall promptly direct Title Company to return
to Buyer all money paid by it hereunder and both parties shall be
relieved of any further obligation or liability hereunder.
Said warranties shall survive the closing hereunder. Seller
and Buyer hereby recognize and agree that Seller acquired •the
Property through ` a deed in lieu of foreclosure, and therefore,
Seller's knowledge of the Property and any matters or agreements
relative thereto is limited to the period subsequent to conveyance
of the deed in lieu of foreclosure during which Seller has held
record title to the Property. Buyer further recognizes that Seller
has had no obligation to conduct any investigation whatsoever in
connection with the conveyance of the Property to Buyer.
Notwithstanding any foregoing provision of this paragraph to the
contrary, to the extent that Seller's officers, directors or direct
employees have actual knowledge about the existence of any past or
present condition that adversely affects the Property, Seller's
officers, directors or direct employees have disclosed such
information to Buyer prior to the date hereof; provided, however,
that neither Seller's officers, directors or direct employees, nor
any other agent or representative of Seller, have had any
obligation whatsoever to undertake any.: independent investigation
with respect to such past or present condition of the Property.
10. Buyer's Warranties. Buyer represents and warrants as
. follows:
i
5.5
a. Buyer acknowledges that except as provided herein,
neither Seller nor any real estate broker, agent, officer,
employee, servant or representative of the Seller has made any
representation whatsoever as to (i) the physical condition of
the Property including, without limitation, the air
conditioning system, the electrical system, the plumbing
system, the physical plant generally or the personal property
of Seller at the Property, or (ii) the expenses or operations
of the Property, or any other matter_affecting;or relating to
the Property, or its contents; .
b. Milestone Hotel Investments, Inc. is a corporation,
duly organized- and . validly existing under the laws of the
- State of Minnesota and Regency Inns Management, Inc. is a
corporation, duly organized and validly existing under the
laws of the State of South Dakota, and either they or their
assignee under this Agreement shall be duly qualified to
transact business in the State of Colorado as of the Closing
Date;
c. The execution and delivery of this Agreement and the
performance by Milestone Hotel Investments, Inc. and Regency
Inns Management, Inc. hereunder have been duly authorized by,
respectively, the directors of each and no further action of
either Milestone. Hotel Investments, Inc. or Regency Inns
Management, Inc. is required to authorize the execution of
this Agreement or the performance of such obligations.
d. There is no suit, action or legal, administration,
arbitration or other proceedings or investigations pending or
to the knowledge of Buyer threatened which adversely affects
its ability to perform its obligations hereunder; and
e. No document, instrument or statement furnished or
to be furnished by Buyer to Seller- in connection with the
transaction contemplated by this Agreement contains any untrue
statement.
In the event that any aforesaid warranty is not true in any
material respect as of the Closing Date, Seller may, at its option,
by notice to Buyer, terminate this Agreement, and upon said
termination, Seller shall promptly direct the Title Company to
return to Buyer all Earnest Money and both parties shall be
relieved of any further obligation or liability hereunder.
11. Inspection of Property. Approval of Documents. and
Governmental Approvals. The following enumerated items are
contingencies to this Agreement. In the event all of said
contingencies are not performed, satisfied or waived prior to the
Closing Date or such earlier date as is provided, then Buyer at its
option, by notice given to Seller not later than the Closing Date
or such earlier date, where applicable, may terminate this
8
•
Agreement; and, upon any such termination, Seller shall promptly
direct Title Company to return to Buyer all Earnest Money paid
hereunder.
a. Approval of Documents. Seller- shall deliver
within 15 days after the date of this Agreement to Buyer,
to the extent such documents: are in Seller's_ possession
or are located at the Property : (a) all _ existing
architectural plans, engineering studies, surveys and
environmental studies pertaining to the Property; (b) all
financial records pertaining to the operation of the
Property; and (c) = copies of all existing permits,
licenses, leases . and contracts pertaining to the
operation of the Property. Buyer will treat all
information so received as confidential. If the_closing
does not take place for any reason whatsoever, all
documents received by Buyer shall be returned to Seller
prior to the return of the Earnest Money to Buyer. The
provisions of the last preceding sentence shall survive
the termination of this Agreement.
Buyer shall have until 5: 00 p.m. on the later of
April 17, 1990 or ten (10) days after receipt of . such
documents to examine said documents and, upon. reasonable
prior notice to Seller, to enter the Property with its _
agents, engineers, and contractors and conduct any
inspections of the Property it reasonably _ deems
necessary, including without limitation, inspections of
the heating, ventilating, and air conditioning _systems,
the plumbing, and the structural components of
improvements, and studies of the potential presence of
hazardous substances on or in the Property. Said
inspections shall be conducted in a manner which causes
minimum inconvenience to customers of the hotel. After
the inspection period expires, Buyer shall continue to
have access to the Property during normal business hours
and upon reasonable notice to provide for an orderly
transition of the hotel operations. Buyer shall
indemnify and hold Seller harmless against any and all
liabilities, damages or claims arising from or related
to its access to and inspection of the Property prior to
the Closing Date.
If Buyer does not approve of any of the documents or the
inspections, in Buyer's sole and absolute discretion, Buyer
may, by written notice received by Seller prior to 5:00 p.m.
:a on the later of April 17, 1990 or ten (10) days after receipt
of all the above-mentioned documents, terminate this
Agreement, whereupon Seller shall promptly direct Title
Company to return to Buyer all Earnest Money paid hereunder.
If Buyer does not so terminate this Agreement, then, at the
end of said period, the contingency shall be deemed to have
9
EXHIBIT A
Leasehold Estate: Greeley Ltd. , a Colorado corporation
by Lease between Greeley Urban Renewal Authority, as Landlord
("Lessor") , and Greeley Ltd. , a Colorado corporation, as
Tenant ("Lessee") , dated June 18, 1986, recorded November 7,
1986 in Book 1134 under Reception No. 2076341, Weld County
Records.
PROPERTY DESCRIPTION
Lots One (1) through Thirty-two (32) , inclusive, in Block
Forth-three (43) , AND the vacated East/West Alley in said
Block Forth-three (43) , City of Greeley, County of Weld, State
of Colorado, and being more particularly described- as follows,
to wit:
Beginning at the Southwest Corner (SW Cor) of said
Block 43 and considering the West Line of said Block
43 to bear North 00 degrees 00' 00" East with all
bearings herein relative thereto;
thence North 00 degrees 00' 00" East, 251. 09 feet to
the Northwest Corner (NW Cor) of said Block Forty-
three (43) , being a found pin and cap L.S. #4392 ;
thence North 89 degrees 57' 28" East, 401. 95 feet to
the Northeast Corner (NE Cor) of said Block Forty-
three (43) , being a found chiseled "X" in the
sidewalk;
thence South 00 degrees 02' 52" East, 250. 84 feet to
the Southeast Corner (SE Cor) of said Block Forty-
three (43) , being a found pin and cap L.S. #4392 ;
thence South 89 degrees 55' 19" West, 402. 16 feet to
the Point of Beginning, being a found pin and cap
L.S. #4392 ; as described on the Plat of Survey by
Michael T. Thomas, L.S. , Colorado Registration
#16425, dated September 25, 1986;
Excluding: the air rights above Lots 9-16 of Block
43, City of Greeley, County of Weld, State of
Colorado.
211.01,75,t)t)
been waived, and the Earnest Money shall become non-
refundable.
b. Government Approvals. Buyer shall satisfy
itself by 5:00 p.m. on April 17, 1990, that all
governmental approvals necessary for operation of: the
hotel can be obtained by Buyer. If Buyer is not so _
satisfied, in its sole and absolute discretion, Buyer
may, by writtennotice received by Seller prior to 5:00
p.m. on the later of April 17, 1990 or ten . (10): days
after receipt of the documents mentioned in subsection
a. of this section, terminate this Purchase Agreement,
whereupon Seller shall promptly direct Title Company to
return to Buyer all Earnest Money paid hereunder. If
Buyer does not so terminate this Agreement, then, at 5:00
p.m. on the later of April 17, 1990 or ten (10) days
after receipt of the above-mentioned documents, the
contingency shall be deemed to have been waived, and the
Earnest Money shall become non-refundable.
Said contingencies are for the benefit of Buyer, who may waive any
one or more thereof.
12. Agreements with GURA and Carlson. The sale and purchase
contemplated by this Agreement is subject to the consent of the
Greeley Urban Renewal Authority ("GURA") to the assignment and
assumption of the Ground Lease and the consent of Carlson to the
assignment and assumption of the License Agreement on terms
satisfactory to Buyer, which Buyer shall use its best efforts and
due diligence to obtain. Buyer acknowledges that Buyer shall pay
all costs and expenses in connection with obtaining the consents
of GURA and Carlson, including any application fees required by
Carlson. In the event Buyer elects to terminate the License
Agreement, Buyer agrees to pay the termination fee provided for
therein. If the consents of GURA and Carlson are not obtained by
May 15, 1990, Buyer or Seller may terminate this Agreement
whereupon Seller shall direct the Title Company to return to Buyer
all Earnest Money paid hereunder. By April 25, 1990 Buyer shall
notify Seller whether Buyer intends to obtain the consent of
Carlson to the assignment and assumption of the License Agreement
or terminate the License Agreement. Buyer shall not attempt to
terminate the License Agreement until after the Closing Date. If
Buyer causes the License Agreement to be terminated before the
Closing Date, Buyer agrees to indemnify and hold Seller harmless
from all costs and damages incurred by Seller as a result of such
termination, in addition to any other damages provided hereunder.
The parties may extend the Closing Date for the necessary period
of time in the event that Seller has not provided Buyer or Buyer
has not been able to secure (using due diligence in good faith) the
approval of GURA by May 15, 1990, but in no event shall Closing
take place later than June 29, 1990.
10 pt �y
.:Jl_0715S,
Said contingencies are for the benefit of Buyer, who may waive any
one or more thereof.
13 . Items To Be Delivered At Closing by Seller. _ Seller shall
deliver to Buyer at closing all of the following items:
a. A properly executed and acknowledged Assignment
and Assumption of Lease for the Property ("Assignment of
Ground Lease") in the form attached hereto as Exhibit F,
conveying to Buyer Seller's right, title and interest to
the Property; and by which Buyer assumes Seller's
- obligations under the Ground Lease;
b. A properly executed Bill of Sale for the
Personal Property in the form of Exhibit G attached
hereto;
c. A corporate resolution that Seller is authoriz-
ed to sell the Property and execute and deliver the
documents to be executed on behalf of Seller pursuant
hereto.
d. Proper non-foreign affidavit confirming
Seller's U. S. status under Section 1445 of the Internal
Revenue Code in the form of Exhibit H attached hereto;
e. An opinion of Seller's attorney regarding the
authority of Seller to perform in accordance with this
Agreement and as to the valid execution of the documents
required hereunder;
f. Any other documentation, acceptable to Seller,
reasonably required by the Title Company.
g. A properly _ executed assignment and assumption of
lease in the form annexed hereto as Exhibit I (the "Assignment
and Assumption Agreement") by which Seller assigns to Buyer
and Buyer assumes from Seller Seller's interest in the Space
Leases;
i. Copies or, if available, duplicate originals of the
Space Leases, the Ground Lease and the License Agreement;
j . An executed and acknowledged Assignment of Licenses,
Contracts, Warranties, and Deposits in the form of annexed
hereto as Exhibit J (the "Assignment of Licenses") assigning
to Buyer Seller's interest in any and all licenses relating
to the Property, any and all contractual agreements relating
to the Property, all warranties given by other parties to
1 Seller, which warranties relate to the Property and all
J transferable deposits which relate to the Property.
11
t
k. Evidence that Seller has filed a tax appeal with
respect to the 1990 taxes contesting the valuation of the
Property.
14 . Items To Be Delivered At Closina by Buyer. Buyer shall
deliver to Seller at closing all of the following items:
a. A properly executed and acknowledged Assignment
and Assumption of Lease for the Property in the form
attached hereto as Exhibit F, conveying to Buyer Seller's
right title and interest to the Property; and by which
Buyer assumes Seller's obligations under the Ground
- Lease;
b. . A corporate resolution that Buyer is authoriz-
ed to purchase the Property and execute and deliver the
documents to be executed on behalf of Buyer pursuant
hereto.
c. An opinion of Buyer's attorney regarding the
authority of Buyer to perform in accordance with this
Agreement and as to the valid execution of the documents
required hereunder;
d. Any other documentation reasonably required by
the Title Company.
e. A properly executed assignment and assumption of
leases in the form annexed hereto as Exhibit I . (the
"Assignment and Assumption Agreement") by which Seller assigns
to Buyer and Buyer assumes from Seller Seller's interest in
the Space Leases;
15. Notice. Any notice required or permitted hereunder shall
be in writing and shall be deemed given when hand delivered to
Buyer or to an officer of Seller or when telecopied or mailed,
certified mail, postage prepaid, addressed as follows:
If to Seller: Greelco Realty Corp.
One Wall Street, 16th Floor
New York, New York 10286
ATTN: Steven L. Ring, Vice President
With a copy to: Patrick A. McCartney
Emmet, Marvin and Martin
48 Wall Street
New York, New York 10005
If to Buyer: Milestone Hotel Investments, Inc.
681 East Lake Street, Suite 246
Wayzata, Minnesota 55391
12
S1.07 5 ri
07f^'t-'
16. Indemnification Against Brokerage Fees Or Commission.
Buyer and Seller each indemnify and hold the other harmless from
any claim for any brokerage fee or commission or finder's fee or
commission claimed or incurred as the result of the action of the
party other than the party against whom the claim is made.
Provided, however, there is or shall be a commission payable
pursuant to a separate agreement between Seller and Frederick Ross
Company and said commission is the responsibility of Seller. The
provisions of this paragraph shall survive the delivery of the
Assignment of Ground Lease or termination of this Agreement.
17 . Default. In the event of any default hereunder by Buyer
which is not cured within a period of ten (10) days following
notice from Seller to Buyer that such default exists, Seller's sole
remedy shall be to cancel this Agreement in the manner provided by
law, and retain all Earnest Money paid hereunder as liquidated
damages for Buyer's breach. Nothing contained herein shall deprive
Buyer of the remedy of specific performance. The obligations of
Buyer are intended to be non-recourse. It is understood that
Seller will incur expense in connection with . the transaction
contemplated by this Agreement and that the Property will be
removed from the market and that it is difficult to ascertain the
extent of detriment to Seller caused by a breach by Buyer under
this Agreement, and therefore the parties agree that the Earnest
Money is a fair and adequate amount of compensation in the event
of a default by Buyer.
18 . "As Is" Sale. Buyer hereby acknowledges and represents
that:
(a) Subject to the right to terminate this
Agreement based on the inspections provided for in
Section 11 hereof, Buyer agrees to accept the conveyance
of the Property "AS IS" in its physical condition as of
the date hereof. Buyer represents that as of the Closing
Date it will have independently investigated, analyzed
and appraised the value, profitability, environmental
condition and uses of the Property and that it will be
acquainted with all of the foregoing and that it agrees
that the Property is, and as of the Closing Date, will
be "AS IS" and in its present condition, subject to
reasonable wear and tear and damage due to fire or other
casualty between the date of this Agreement and the
Closing, except as otherwise provided in Section 8
hereof.
(b) Buyer acknowledges that, except as provided in
Section 9 hereof and otherwise expressly provided in this
Agreement, neither Seller nor any agent or representative of
Seller has made, and Seller is not liable for or bound by in
any manner, any express or implied warranties, guaranties,
13
Si.C75 )
promises, statements, inducements, representations, or
information pertaining to the Ground Lease and the Space
Leases, the physical condition, layout, income, expenses or
operation of the Property or any other matter or thing with
respect thereto. Seller and Buyer acknowledge that Seller has
furnished Buyer with the Anderson and Whitney reports
described in Section 9 .f. of this Agreement, but that Seller
makes no representations or warranties with regard to such
reports and shall not be liable for or bound by in any manner
by the information contained in such reports. The provisions
of this Section 18 shall survive Closing.
Accordingly, except as otherwise expressly warranted by Seller
in this Agreement, Buyer agrees to purchase the Property in an "AS
IS" condition. Notwithstanding the foregoing, Buyer-reserves its
rights to terminate this Agreement pursuant to Section 11 hereof.
19 . Binding. This Agreement shall inure to the benefit of
and shall be binding upon the parties and their respective
successors and assigns.
20. Earnest Money. The Earnest Money in the amount of Ninety
Thousand Dollars ($90, 000. 00) shall be held by Stewart Title
Insurance Corporation in an interest-bearing trust account. At
Closing, the Earnest Money and accrued interest shall be applied
to the Purchase Price. In the event this sale does not close, then
the Earnest Money shall be distributed in accordance with the terms
and conditions of this Agreement. Any interest earned on the
Earnest Money shall be distributed in the same manner that the
Earnest Money is distributed.
21. Time. Time is of the essence.
22 . Attornevs' Fees. If any dispute arises between the
parties hereto concerning this Agreement or any provision thereof
or obligation thereunder, then the non-prevailing party shall pay
any and all costs and expenses incurred by the other party in
enforcing or establishing its rights hereunder, including without
limitation, court costs and reasonable attorneys' fees and
disbursements, which obligations shall survive the delivery of the
Assignment of Ground Lease.
23 . Employees. Buyer shall not be required to retain any
employees involved in the operation and maintenance of the
Property. Prior to the Closing Date Buyer shall give Seller a
written list of those employees which Buyer elects in Buyer's sole
discretion to retain ("Retained Employees") Seller shall be solely
responsible for the payment of all amounts owed for services
provided by employees prior to the Closing Date, including but not
limited to all wages, withholding taxes, insurance benefits, sick
leave, accrued vacation, retirement benefits, termination payments
and any other claims related to those employees. However, with
14
ti
respect to the Retained Employees, Buyer agrees to assume the
obligation for accrued vacation not to exceed a maximum of fifteen
(15) days for any employee.
24. Licenses and Permits. To the extent legally permitted,
Seller agrees to assign to Buyer all licenses and permits owned or
held by Seller necessary for operation of the hotel and related
facilities and to the extent legally permitted, hereby agrees in
exchange for One Dollar ($1.00) to assign the liquor license to
Buyer and to enter into a Management Agreement and a Lease and
License Agreement in the forms, respectively, of Exhibits K and L
attached hereto to permit Buyer to operate the restaurant and bar
prior to the City's approval of the license transfer. Such
agreements shall be in effect for no longer than ninety (90) days
following the Closing Date.
25. Operation Prior to Closing. Seller agrees that, from the
date of this Agreement to the closing, or the earlier termination
of this Agreement, Seller shall maintain and operate the Property
pursuant to its past practices, consistent with maintaining its
current condition, normal wear and tear excepted; shall keep in
full force and effect adequate fire and casualty insurance; and
shall continue to accept booking contracts for the hotel facilities
and/or services in accordance with its past practices.
26. Choice of Law. This Agreement is entered into in the
State of Colorado and concerns Colorado real estate. Consequently,
its validity, performance, interpretation and enforcement shall be
governed in all respects by Colorado law.
27 . Entire Agreement. This Agreement supersedes any prior
oral or written agreement or understanding between the parties and
constitutes the entire understanding of the parties with respect
to the matters herein set forth.
28. Paragraph Headings. The paragraph headings contained in
this Agreement are for convenience and reference only, and in no
way define or limit the scope and content of this Agreement or in
any way affect the provisions hereof.
29. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed an original, and all
such counterparts shall together constitute one and the same
instrument.
30. Modifications. This Agreement shall not be changed,
modified or terminated except by written instrument executed by
both Seller and Buyer.
31. Corrections. Any errors or omissions in computing
adjustments, apportionments or assessments at Closing shall be
corrected. This provision shall survive the Closing.
15
32 . Assignment. Neither Seller nor Buyer may assign their
respective interests under this Agreement without consent of the
other party, which consent shall not be unreasonably withheld.
33 . Obligations Joint and Several. The obligations of
Milestone Hotel Investments, Inc. and Regency Inns Management, Inc.
as Buyer under this agreement are joint and several.
34 . Recordation. Neither Seller nor Buyer may record this
Agreement or any memorandum of this Agreement without consent of
the other party.
IN WITNESSWHEREOF, the parties have executed this Agreement
the day and year first above written.
Exhibit A--Legal Description
Exhibit B--Escrow Agreement for taxes
Exhibit C--Permitted Encumbrances
Exhibit D--Title Commitment dated February 8, 1990
Exhibit E--List of Contractual Agreements
Exhibit F--Assignment and Assumption of Ground Lease
Exhibit G--Bill of Sale
Exhibit H--Non-Foreign Seller Affidavit
Exhibit I--Assignment and Assumption of Space Leases
Exhibit J--Assignment of Licenses
Exhibit K--Management Agreement
Exhibit L--Lease and License Agreement
SELLER: GREELCO REALTY CORP. ,
a New Yorc,��poration
By 00�//`�/!
Its Urre- /has/A T'
BUYER: MILESTONE HOTEL INVESTMENTS, INC. ,
a Minnesota corporation
By
ts Lo; te .o„„.aa
REGENCY INNS MANAGEMENT, INC. ,
a South Dakota corporation
` B
Its
C:\DOCSWILESTON.fin
lest rev 4/09/90 16
e'7 075'1
w.- a
Schedule A to Escrow Agreement
By and Between Greelco Realty Corp. ,
Milestone Hotel Investments, Inc. , and
Stewart Title of Greeley
Deposits
1. Copy of Purchase and Sale Agreement, dated April _,
1990, by and among Greelco Realty Corp. (Greelco) and
Milestone Hotel Investments, Inc. ("Milestone") .
2 . The separate sums of $60,000 and $30,000 by wire transfer
to be held pursuant to the terms of the Special Instruc-
tions set forth in Schedule B.
3 . An Amount to be deposited by Greelco on the Closing Date
equal to Greelco's pro rata share of 1990 real estate
taxes as determined in accordance with the Purchase and
Sale Agreement to be held pursuant to the terms of the
Special Instructions set forth in Schedule C.
•
EXHIBIT B
ESCROW AGREEMENT
Escrow Number
Greeley, Colorado
The undersigned deposit with Stewart Title of Greeley, as
Escrow Agent, the items set forth in Schedule A, to be held by
said Escrow Agent subject to the terms hereof and the Special
Instructions set forth in Schedules B and C.
1. These Instructions may be altered, amended, modified
or revoked by writing only, signed by all of the parties
hereto, and approved by the Escrow Agent, upon payment of all
fees, costs and expenses incident hereto.
2 . No assignment, transfer, conveyance or hypothecation
of any right, title or interest in and to the subject matter
of this Escrow shall be binding upon the Escrow Agent unless
written notice thereof shall be served upon the Escrow Agent
and all fees, costs and expenses incident to such transfer of
interest shall have been paid.
3 . Any notice required or desired to be given by the
Escrow Agent to any other party to this Escrow may be given by
mailing the same to such party at the address noted below, and
notice so mailed shall for all purposes hereof be as effectual
as though served upon such party in person at the time of
depositing such notice in the mail.
4 . The Escrow Agent shall not be personally liable for
any act it may do or omit to do hereunder as such agent, while
1.07505 7
acting in good faith and in the exercise of its own best judg-
ment, and any act done or omitted by it pursuant to the advice
of its own attorney shall be conclusive evidence of such good
faith.
5. The Escrow Agent is hereby expressly authorized and
directed to disregard any and all notices or warnings given by
any of the parties hereto, or by any other person or corpora-
tion, excepting only notices signed by both of the parties
hereto and orders or process of court, and is hereby expressly
authorized to comply with and obey any and all orders, judg-
ments or decrees of any court, and in case the said Escrow
Agent obeys or complies with any such order, judgment or
decree of any court, it shall not be liable to any of the
parties hereto or any other person, firm, or corporation by
reason of such compliance, notwithstanding any such order,
judgment or decree be subsequently reversed, modified,
annulled, set aside or vacated, or found to have been entered
without jurisdiction.
6. In consideration of the acceptance of this Escrow by
the Escrow Agent, the undersigned agree, jointly and sever-
ally, for themselves, their heirs, executors, administrators,
successors and assigns, to indemnify and hold Escrow Agent
harmless as to any liability by it incurred to any other
person or corporation by reason of its having accepted the
same, or in connection therewith, and to reimburse it for all
its expenses, including, among other things, counsel fees and
court costs incurred in connection herewith; and that the
Escrow Agent shall have a first and prior lien upon all
deposits made hereunder to secure the performance of said
agreement of indemnity and the payment of its charges and
expenses.
- 2 -
P 0E5S
IN WITNESS WHEREOF, the undersigned have hereunto affixed
their signatures and hereby adopt as a part of this instrument
Schedules A and B hereto attached.
GREELCO REALTY CORP. MILESTONE HOTEL INVESTMENTS,
INC.
BY: ByA.4\,u�1l . �O .
Steven Ring Its: I{ � frsia,y,n,
Vice Preside
Stewart Title of Greeley
Date: April //, 1990 By:
Officer
- 3 -
Shedule C to Escrow Agreement
By and Between Greelco Realty Corp. ,
Milestone Hotel Investments, Inc. , and
Stewart Title of Greeley
Special Instructions
1. Escrow Agent, upon notification from Greelco and
Milestone that 1990 real estate taxes are due and
payable, shall release the sum deposited in accordance
with paragraph 3 of Schedule A to the order of Milestone
in accordance with the Purchase and Sale Agreement.
1
Schedule B to Escrow Agreement
By and Between GREELCO REALTY CORP. ,
MILESTONE HOTEL INVESTMENTS, INC. ,
Stewart Title of Greeley
Special Instructions
(1) Escrow Agent shall hold as a fiduciary the separate sums
of $60, 000 and $30, 000 to be distributed in accordance
with the provisions of the Purchase and Sale Agreement, a
copy of which is included as Item #1 of Schedule A of
these Escrow Instructions.
(2) Escrow Agent shall upon notification by Greelco that the
Purchase and Sale Agreement has been terminated in ac-
cordance with its terms, remit the sums of $60, 000 and
$30, 000 held pursuant to these Escrow Instructions to
Milestone and its attorney Leonard, Street and Deinard,
150 South Fifth Street, Minneapolis, Minnesota 55402, At-
tention: David Kantor, Esq.
(3) Escrow Agent shall upon notification by Milestone and
Greelco that the Closing as contemplated by the Purchase
1 and Sale Agreement has been consummated, remit the sums
of $60, 000 and $30, 000 held pursuant to these Escrow
Instructions to Greelco by wire transfer instructions to
be delivered.
a'1 75^5
1137 under Reception No. 2079721, and Third Addendum to
Amended Greeley Ltd. , Project Agreement and Second Amendment
to Greeley , Ltd. Lease recorded December 8, 1986 in Book 117
under Reception No. 2079728, Weld County Records.
5. Terms, conditions, provisions and obligations of Lease
between Greeley Urban Renewal Authority, as Landlord (Lessor) ,
and Greeley LTD. , A Colorado Corporation, as Tenant (Lessee) ,
dated June 18, 1986, recorded November 7, 1986, in Book 1134
under Reception No. 2076341, and included as Exhibit H, in the
Addendum to Amended Greeley Limited Project Agreement between
Greeley Urban Renewal Authority, Greeley Limited, and August
Perez III an Patrick Bajdek, recorded July 8, 1986 in Book
1119 under Reception No. 2060020, Weld County Records.
6. Encroachment by the existing building of 0.9 feet onto
the right of way of 89th Street, as shown on the plat of
survey by Michael T. Thomas, L.S. Registration No. 16425,
dated September 25, 1986.
7. ordinance 12, 1988, making assessments against the lots
and lands in Improvement District No. 45 to cover the costs of
the construction of curb and gutter, sidewalk, street, parking
and other related improvements on the downtown Block 43
Development in the City of Greeley, Colorado; said improve-
ments include portions of 8th Avenue between 7th and 8th
Streets, 8th Street between 7th and 8th Avenues, 7th Avenue
between 7th and 8th Streets, and 7th Street between 7th and
8th Avenues, recorded April 9, 1988 in Book 193 under Recep-
tion No. 2138326, Weld County Records, making the following
assessments:
Construction Total : $500, 000. 00
Incidentals: $ 39.97
Capitalized Construction Interest: $ 45,404 .73
Total Assessable: $545,444 .70
•
- 2 -
EXHIBIT C
PERMITTED ENCUMBRANCES
1. Taxes for the year 1990 and subsequent years, not yet due
and payable.
2. Easements for utility purposes contained in Ordinance
No. 116, 1985, recorded January 13, 1986, in Book 1098 under
Reception No. 2038895, being an Ordinance vacating certain
public right-of-way of the East/West Alley of Block 43 between
7th and 8th Avenues and between 7th and 8th. Streets with
retention of all utility easements for maintenance of utility
lines, City of Greeley, Colorado; the Plat of Survey by
Michael T. Thomas, L.S. , Colorado Registration No. 16425,
dated September 25, 1986 shows the said vacated alley being
used for an easement for underground electric utilities
purposes, and easement for storm sewer purposes, and an ease-
ment for sanitary sewer purposes.
3 . Terms, provisions and obligations of Ordinance No. 18 ,
1984 recorded July 2, 1985, in Book 1075, under Reception No.
2015594 , providing for the acquisition of the improvements in
the City of Greeley, Colorado, Local Improvement District No.
428 ; describing such improvements; accepting the City
Engineer's report of cost for Local Improvement District
No. 428 ; setting forth the descriptions of the lands and lots
included within the district, and names and addresses of the
apparent owners thereof; providing for the payment of . the
costs and expenses of said improvements by assessments levied
against the assessable lands and lots benefited by said
improvements; describing the manner for the collection and
payment of said assessments; providing penalties for
delinquent payments; ratifying, approving and confirming all
action previously taken directed toward the acquisition of
such improvements in said Local Improvement District No. 428;
and prescribing details in connection therewith and other mat-
ters relating thereto.
4. Terms, conditions, provisions, and obligations of Ad-
dendum to Amended Greeley Limited Project Agreement between
Greeley Urban Renewal Authority, Greeley Limited, and August
Perez III and Patrick Bajdek, recorded July 8, 1986 in Book
1119 under Reception No. 2060020; said document contains the
Greeley, LTD. , Lease between Greeley Urban Renewal Authority,
as Landlord, and Greeley, LTD. , as Tenant, dated June 1986,
and First Amendment thereto, recorded December 8, 1986 in Book
el g C7r
....:.•
Cap) .
EXHIBIT D
•
STEWART TITLE OF GREELEY, INC.
916 10th Street
Greeley, Colorado 80631
Phone No. ( 303) 352-4571
Fax No. ( 303) 352-1815 •
March 28 , 1440 ORDER NO. 90000064 C-2
RE: _
Greeley Ltd . , /
Original lee :
Bank of New York
48 Wall Street.
New York, New York 10005
Attn : Pat McCartney
Enclosed herewith, please find the items checked below:
_X_ Title Commitment Copies
Supersoding Binder Foreclosure Guarantee
Endorsement Improvement Location Certificate
_ Policy Special Assessments
Tax Certificate Revised Bill
_ Lien Affidavit Other
CHARGES
Owner' s Premium $ TBD
:lort.gAgee ' s Premium $ TBD
All questions on this commitment should be directed to
Dorothy Donahoe, Stewart Title of Greeley.
THANK YOU for your "Title Insurance and Escrow Closing"
business : Please specify "STEWART TITLE SERVICES" in the
future)
STEWART TITLE
CVAIANTY COM►ANT
911_07 ti
. SCHEDULE A
� uJ
ORDER NUMBER: 90000064 C-2 COMMITMENT NUMBER: N/A
1 . EFFECTIVE DATE: February 08, 1990 at 7 : 45 A.M.
2. POLICY OR POLICIES TO BE ISSUED: AMOUNT OF INSURANCE
A. ALTA OWNER' S POLICY $ THD
PROPOSED INSURED: TBD TRD
H. ALTA LOAN POLICY $ TBD
PROPOSED INSUREI7:
C. ALTA LOAN POLICY $ _
PnonsED INSURED:
D. S
3 . THE. ESTATE OR INTEREST IN THE LAND DESCRIBED OR REFERRED TO IN
THIS COMMITMENT AND COVERED HEREIN 75 FEE. SIMPLE AND TITLE THERETO
75 AT THE EFFECTIVE DATE HEREOF VESTED IN :
LEASEHOLD ESTATE.: GREELCO REALTY CORPORATION by assignment of
Lnaso bcta-ecn Greeley , LTD. , a Colorado Corporation (assignor)
and Greelco Realty Corporation (assignee ) dated June 24 , 1900 ,
recorded June. 29, 1988 in Book 1200 under Reception No. 2146342 ,
•
Weld County RPoords; and
FEE SIMPLE ESTATE: GREEI.EY URBAN RENEWAL AUTHORITY , A BODY
CORPORATE AND POLITICAL CORPORATION DULY ORGANIZED AND EXISTING
UNDER AND BY VIRTUE OF THE LAWS OF THE STATE OF COLORADO
4 . THE LAND REFERRED TO IN THIS COMMITMENT 15 DESCRIBED AS FOLLOWS:
SF.E. ATTACHED LEGAL
OWNERS : TBD
MORTGAGEE: TBD
STEWART TITLE ROBERT A. MORRISU
OF GREELEY , INC.
916 10th StrP.at AUTHORIZED
Greeley , Colorado 80631 COUNTERSIGNATURE
Phone No. ( 303) 352-4571
Fax No. ( 303 ) 352-1835 STE'WART TITLE
CUAIANTY COM►AMT
• SCHEDULE A cr('J }�, �'�\ ,
PROPERTY DESCRIPTION
GIRDER NO: 90000064 C-2
Lots One. ( 1 ) through Thirty-twu ( 32 ) , inclusive, in Block
Furty Lhree (43 ) , AND the vacated East/Went Alley in ' said Block
rorty-three ( 43) , City of Greeley, County of Weld, State of
Colorado, and being more particularly described as follows, to
wit :
prginning at the Southwest Corner (SW Cor) of said Block 43 and
considering the West Line of said Block 43 Lu bear Nurlh 00
Deyreen 00 ' 00" East with all bearings herein relative thereto;
thence North 00 Degrees 00 ' 00" East , 25) .09 feet to the
Nortlwee L. CUrner (NW Cor) of said Block Forty-three ( 43 ) , bring
a found pin and cap L. S. 14392; -
thence North 89 Degrees 57 ' 28" East., 401 . 95 feet to the
Northeast Corner (NE Cor) of said Block Forty-three (43 ) , being
a found chiseled "X" in the sidewalk;
thence South 00 Degrees 02' 52" Fast , 250.84 feet to the
Southeast Corner (SE car) of said Block Forty-three. ( 43) , bring
a found pin and cap L.G. *4392;
thence South 89 Degrees 55 ' 19" West , 402 . 16 feet to the
Point of Hrginniny , being a found pin and cap L. S . *4392 ; as
described on the Phil. of Survey by Michael T. Thomas, L.S . ,
i Colorado Registration *16425 , dated September 25, 1986.
•
STEWART TITLE
OUAMANYT COMPANY
01 ring k.
SCHEDULE R - SECTION 1
i
UEtnrR NUMBER: 90000064 C-2 COMMITMENT NUMBER:
REQUIREMENTS
THE FOLLOWING ARE THE REQUIREMENTS TO HE COMPLIED WITH:
ITEM (A ) PAYMENT TO OR FOR THE ACCOUNT OF THE. GRANTORS OR MURTGAGUHS
oe THE FULL CONSIDERATION FOR THE: ESTATE OR INTEREST TO BE INSURED.
ITUM ( 5) FRoPF,R INSTRUMENT(S) CREATING THE ESTATE OR INTEREST TU HE
INSURED MUST RR EXECUTED AND DULY FILED FOR RECORD, TO WIT: '
1 , kecordation of Termination Statement for the Financing
Statement. from Greeley , Lld . in favor of The Hank of New York ,
recorded November 17 , 1986 under Reception No. U212753, or an
affidavit from the creditor atating that subject financing
statement dons not pertain to said real property covered by this
commitment. .
2 . Payment of all taxes and assessments now due and payable.
3 . Proper completion and execution before a notary public of
the Contractor' s/Owner ' s and/or Purchaser ' s Affidavits , in the
respectivn parties own handwriting. These Affidavits will not
ht acceptable if. they .tire- typed . (These affidavits are for the
use of Stewart Title only and need not be recorded . )
4 . Release by the Public Trustee of weld County of Construction
Leasehold Deed of Trust security Agreement. and Assignment of
Leases and Rents from Greeley, LTD, a Colorado Corporation in
favor of The Bank of New York, a New York banking corporation to
seoute S7 , 500, 000 . 00, dated November 14 , 1986, and recorded
November 17 , 1986 in Book 1135, under Reception Number 2077272,
Weld County Records: .
S . Release: of Assignment of Contracts and other Agreements
between the Bank of New York and Greeley, LTD. , a Colorado
Corporation recorded on Noveeber 17 , 1986 in Book 1135 Reception
Nu. 2077273 , Weld County Records.
6 . Recordation of Termination Statement for the Financing
Statement. from Greeley, Ltd. in favor of The Hank of New York,
recorded November 17 , 1986 under Reception Number 0212753, weld
County Records , ur an affidavit from the creditor stating that
subject financing statement does not pertain to maid real
property covered by this commitment .
7 . Certificate of Dismissal from the Clerk of the District
Court of Weld County, Colorado, showing that the. Civil Action
Number 88 CV 111 entitled SCENARIO SYSTEMS, INC. , vs. AMER1 WEST
HOTEL. CORPORATION ETAL, has been dismissed . The Notice of Lea
Fendens was recorded February 16, 1988 in Book 1185 ustrEw -- TITLE
Continued on next page GUASANrteourAn
cA?. ^ r r-
o.!•.�
•
SCHEDULE B - SECTION 2 i `'' �'� '��"%
EXCEPTIONS �"'
ORDER NUMBER: 90000064 C-2 COMMITMENT NUMBER:
i
THE POLICY OH POLTCIES TO BE ISSUED WILL CONTAIN EXCEPTIONS TO THE
FOLLOWING UNLESS THE SAME ARE DISPOSED OF TO THE SATISFACTION OF
THE COMPANY :
1 . RIGHTS OR CLAIMS OF PARTIES IN POSSESSION NOT SHOWN BY THE
PUBLIC RECORDS.
2 . EASEMENTS, OR CLAIMS OF EASEMENTS, NOT SHOWN BY THE PUBLIC:
RECORDS.
3 . DISCREPANCIES, CONFLICTS IN BOUNDARY LINES, SHORTAGE IN AREA,
ENCROACHMENTS , AND ANY FACTS WHICH A CORRECT SURVEY AND
INSPECTION OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT
SHOWN nv THE PHRLTC RECORDS ,
4 . ANY LIEN , OR RIGHT TO A LIEN, FOR SERVICES , LABOR OR MATERIAL
HERETOFORE OR HEREAFTER FURNISHED, IMPOSED BY LAW AND NOT
SHOWN BY THE PUBLIC RECORDS .
5 . DEFECTS , LIENS, ENCUMBRANCES, ADVERSE CLAIMS OR OTHER MATTERS,
IF ANY , CREATED, FIRST APPEARING IN THE PUBLIC RECORDS OR
ATTACHING SUBSEQUENT TO THE EFF'EC'TIVE: DATE HEREOF BUT PRIOR
TO THE DATE: PROPOSED INSURED ACQUIRES OF RECORD FOR VALUE
THE ESTATE: OR INTEREST OR MORTGAGE THEREON COVERED BY THIS
COMMITMENT.
6 . UNPATENTED MINING CLAIMS : RESERVATIONS OR EXCEPTIONS IN PATENTS
OR AN ACT AUTHORIZING THE ISSUANCE THEREOF; WATER RIGHTS,
CLAIMS OR TITLE TO WATER .
NOTE: "MECHANIC'S LIEN" AND/OR "GAP" PROTECTION (EXCEPTIONS 4
AND 5 ABOVE:) MAY BE AVAILABLE WITH AN OWNER' S POLICY OF TITLE
INSURANCE. ON RESIDENTAIL PROPERTY UPON COMPLIANCE WITH STEWART
TITLE OF WELD COUNTY' S REQUIREMENTS. PLEASE: CALL FOR FURTHER
INFORMATION AS TO THOSE SPECIFIC REQUIREMENT(S) NECESSARY TO
ODTA1N THIS COVERAGE;.
7 . Any And . all unpaid taxes, assessments and unredeemed Lax
sales .
0 . EaannenLs for utility purposes contained in Ordinance No.
116 , 1985 , recorded January 13 , 1986, in Book 1098 under
Reception No. 2038895, being an Ordinance vacating certain
public right-of-way of the East/West Alley of Block 43 between
7th and 8th. Avenues and between 7th and 8th Streets: with
retention of ell utility easements for maintenance of utility
liners , City of Greeley, Colorado: the Plat of Survey by Michael
T. Thomas , L.S. , Colorado Registration No. 16425, dated
September 25 , 1986 shows the said vacated alley being used for
an easement for underground electric utilities purposes , and
easement for storm sewer purposes, and an easement for sanitary
• sewer purposes.
9 . Terms, provisions and obligations of Ordinance Nu. 18, 1984,
• recorded July 2 , 1985 , in Book 1075 , under ReceptigirtwARTTITLE
Continued nn next page euxsas+ -
� I
•
(00.49 D ' ,
CONTINUATION SHEET
SCHEDULE B - SECTION 1
ORDER NO: 90000064 C-2 COMMITMENT NUMBER:
Reception Number 2130834 , and amended in Book 1189 under
Reception No. 02135050 , Weld County Records, and purports to
affect the land dese rihed herein.
R. Certificate of Dismissal from the Clerk of the District
Court of Weld County, Colorado, showing that the Civil Action
Number 87 CV 1177 untitled ARIX, a professional corporation, vs.
The erne:ley Urban Renewal Authority, a body corporate and
politic eta] has been dismissed. The Notice of Les Pendent' was
recorded January 1 , 1988 in Look 1182 under Reception Number
2127808 , held County Records, and purports to affect the land
described herein.
9 . NOTE: Stewart. Title reserves the right to make further
requirements upon receipt of the foregoing requirements and
further informat.inn .
•
7
STEWART TITLE
cumw TT commit
• CONTINUATION SHEET �\�i J"-� `U ,
SCHEDULE B - SECTION 2
ORDER NUMBER: 90000064 C-2 COMMITMENT NUMBER:
County Records .
12. Encroar.hmcnt by the existing building of 0 .9 feet onto the
right of way of 8th Street , as shown on the plat of survey by •
Michael T. Thomas, L.S. Registration No. 16425, dated September
25 , 1986 .
13 . Ordinance 12 , 1988 , making assessments against the lots and
lands in Improvement District No. 45 to cover the costs of the
construction of curb and gutter, sidewalk, street; parking and
other related improvements on the downtown Block 43 Development
in the City of Greeley , Colorado; said improvements include
portions of 0th Avenue between 7th and 8th Streets , 8th Street
betwc on 7th and 8th Avenues, 7th Avenue between 7th and 8th
Streets , and 7th Street between 7th and 8th Avenues, recorded
April 19, 1988 in Souk 1193 under Reception Nu. 2138326, Weld
County Records, mdkinq the followiny assessment :
Construrtion Total : $500, 000 .00
Incidentals: $ 39. 97
Capitalized Construction Interest: $ 45 , 404 .73
Total AssesAablr, : 5545 , 444 .7O
14 . Affidavit and Estoppel Certificate by August Perez 17I as
Directot , Trustee of the sole shareholder of Greeley, Ltd . ,
August. Perez III Children' s Trust, (Trustee ) and duly authorized
agent of Greeley Ltd . , (Greeley ) a Colorado Corporation as
recorded on June 29, 1988 in Book 1200 under Reception No.
2146343 , weld County Records.
STEWART TITLE
OUAXANTTCONrANT
�v.;q
?_W e� 3
...,._
CONTINUATION SHEET
SCHEDULE B - SECTION 2
ORDER NUMBER: 90000064 C-2 COMMITMENT NUMBER:
2015594 , providing for the acquisition of the improvements in
the City of Greeley, Colorado, Local Improvement District No.
420; describing such improvements) accepting the City Engineer' s •
report of cost for Local Improvement District. No. 428; setting
forth the descriptions of the lands and lots included within the
district , and names and addresses of the apparent owners
thereof ; providing for the payment of the costs and expenses of
said improvements by assessments levied against the assessable
lands -and lots benefited by said improvements) describing the
manner for the collection and payment of said assessments;
providing penalties for delinquent payments ; ratifying,
approving and confirming all action previously taken directed
toward the acquisition of such improvements in said Local
improvement District No. 428; and prescribing details in
connection therewith and other matters relating thereto.
10 . Terris , conditions , provisions , and obligations of Addendum
to Amended Giveley Limited Project Agreement between Greeley
Urban Renewal Authority , Greeley Limited , and August Perez III
and Patrick Baydek , recorded July 8, 1986 in Book 1119 under
Reception No. 2060020 ; said document contains the Greeley, LTD. ,
Lease between Greele/ Urban Renewal Authority, ds Landlord, and
Gteeley , LTD. , as Tenant, dated June 10 , 1986 , and First
Amendment thereto, recorded December 8, 1986 in Rook 1137 under
Reception No . 2079721 , and Third Addendum la Amended Gteeley
Ltd . , Project. Agreement and Second Amendment to Greeley Ltd.
Lease recorded December 8 , 1986 in Book 1137 under Reception No.
2079728 , weld County Records . Addendum to said Lease as
recorded on January 23 , 1989 in Book 1222 under Reception
2168653 , weld County Records .
11 . Terms , conditions , provisions and obligations of Loose
between Greeley Urban Renewal Authority, es Landlord (Lessor) ,
,and Greeley LTD. , A Colorado Corporation, as Tenant. (Lessen) ,
dated June 18, 1986 , recorded November 7 , 1986 , in Book 1134
under Reception Na. 2076341 , and included as Exhibit H . in the
Addendum to Amended Greeley Limited Project Agreement between
Greeley Urban Renewal Authority, Greeley Limited , and August.
Perez Tii and Patrick Bajdek, recorded July 8, 1986 in Book 1319
under Reception No. 2060020 , weld County Records . First
Amendment recorded in Book 1137 under Reception No. 2079727 and
Second Amendment re:v oided in Book 1137 under Reception No.
2079728, weld County Records .
Assignment of the above Lease to Greelco nealty Corp. , recorded
June 29 , 1988 in ]look 1200 under Reception No. 2146342 , Held
Continued on next page
STEWART TITLE
CU AAANTI COMrANT
STATE OF NEW YORK )
SS. .
COUNTY OF NEW YORK )
The foregoing instrument was acknowledged before me this
day of May, 1990, by Steven L. Ring, an authorized
signatory of Greelco Realty Corp. , a New York corporation.
Witness my hand and official seal.
Notary Public
My Commission expires:
contained in the Ground Lease, and all modifications,
extensions and renewals of the Ground Lease, and all
Assignor's right, title and interest in and to the Denver Dry
Building (as hereinafter defined) , the air rights excluding
the Authority's Air Rights (as hereinafter defined) , also
described in Exhibit A, the Premises and the Improvements (as
such terms are hereinafter defined) on the Land and all
fixtures and building materials of every kind and nature now
or hereafter situated in, on or about, or affixed or attached
to the Improvements and the Premises or, any building,
structure or other improvement now or hereafter standing,
constructed or placed upon or within the Premises, and all
and singular the tenements, hereditaments, easements, rights-
of-way or use, rights, privileges and appurtenances to the
Land, now or hereafter belonging or in anywise appertaining
thereto, including, without limitation, any such right,
title, interest, claim and demand in, to and under any agree-
ment granting, conveying or creating, for the benefit of the
Premises, any easement, right or license in any way affecting
other property and in, to and under any streets, ways, al-
leys, vaults, gores or strips of land adjoining the Land, or
any parcel thereof, and all claims or demands either in law
or in equity, in possession or expectancy, of, in and to the
Premises; and
(b) All leases and subleases, and any guarantees
thereof, rents, issues and profits and additional rents now
- 2 -
e 1.01"5 9
or at any time hereafter covering or affecting all or any
portion of the Improvements and the Premises and all
proceeds of, all security deposits, and all privileges and
appurtenances belonging or in any way appertaining to, the
Improvements and the Premises, or any part thereof, and all
operating agreements, management agreements and other agree-
ments relating to the operating of the Improvements includ-
ing, without limitation, the License Agreement between The
Radisson Inn Corporation and Assignor, dated-October 26,
1988, all of the income, revenues, earnings, rents,
maintenance payments, tolls, issues, awards (including,
without limitation, condemnation awards and insurance
proceeds) , security deposits, products and profits thereof,
which income, revenues, earnings, rents, maintenance pay-
ments, tolls, issues, awards, security deposits, products and
profits are hereby expressly assigned with the right to take
and collect the same upon the terms hereinafter set forth;
and all the estate, right, title, interest and claim
whatsoever, at law and in equity, which Assignor now has or
may hereafter acquire in and to the aforementioned property
and every part thereof.
Assignee hereby assumes and agrees to perform all of
the terms, covenants and provisions of the Ground Lease and
to comply with and be bound by all of the terms, covenants
and conditions of the Ground Lease for and during the period
from and after the date hereof.
- 3 -
0',1 t,
DEFINITIONS
For all purposes of this Assignment, the following
terms, shall have the following meanings:
"Authority's Air Rights" - the air rights reserved in the
northwest corner of the Land
over Lots 9-16 of Block 43,
City of Greeley, County of
Weld, State of Colorado, by
Greeley Urban Renewal
Authority.
"Denver Dry Building" - the building on the southwest
corner of the Land.
"Improvements" - The Radisson Inn and Convention
Center containing a three-story
150 room hotel connected by a
glass enclosed atrium to an
approximately 51, 360 square
foot building with a convention
center, lounge and restaurant,
parking for approximately 133
automobiles, and certain other
on-site and off-site
improvements, together with all
surface and/or other parking
facilities and all other
facilities and amenities.
"Premises" - Assignor's leasehold interest
in the Land and the
Improvements and all of the
easements, rights, privileges
and appurtenances thereunto
belonging or in anywise
appertaining, and all of the
estate, right, title, interest,
claim or demand whatsoever of
the Assignor therein and to the
strips and gores, streets, and
ways adjacent thereto, whether
in law or in equity, in
possession or expectancy, now
or hereafter acquired and also
any other item of realty,
building materials, fixtures or
personalty encompassed by the
- 4 - 4.675r.)a
term Improvements, elsewhere
herein defined.
This conveyance is expressly made subject to any and
all conditions, restrictions and easements which may affect
the title to the property hereinabove described and conveyed,
including, but not limited to, the Permitted Exceptions
described on Exhibit B attached hereto.
IN WITNESS WHEREOF, the Assignor duly executed this
Assignment the day and year first above written.
ASSIGNOR:
GREELCO REALTY CORP.
a New York corporation
By:
Steven L. Ring
Vice President
ASSIGNEE:
By:
Title:
•
- 5 -
Gw 1.0755'
.J.
occupancy or operation of the Property (all of such proper-
ties and assets being referred to herein collectively as
"Personal Properties") ;
THEREFORE, in consideration of the foregoing and Ten
Dollars ($10.00) and other good and valuable consideration in
hand paid by Purchaser to Seller, the receipt and sufficiency
of which are hereby acknowledged and confessed by Seller,
Seller intending to be legally bound, does hereby SELL,
TRANSFER, GIVE and CONVEY to Purchaser all of its right,
title and interest to the Personal Properties, including
without limitation of the generality of the foregoing, the
following:
1. All equipment, machinery, and all other tangible
personal property now owned by Seller and situated on the
Property or used or to be used in connection therewith in-
cluding, without limitation, all building models, marketing
materials, guest lists, client lists and all such other
information which may be requested by Purchaser, all
furniture, furnishings, partitions, screens, awnings,
venetian blinds, window shades, draperies, carpeting, pipes,
ducts, conduits, dynamos, motors, engines, compressors,
generators, boilers, stokers, furnaces, pumps, tanks,
elevators, escalators, vacuum cleaning systems, call systems,
hotel reservation system, computer systems and software, food
and liquor inventory, message-at-desk system, wake-up system,
room-status system, switchboards, sprinkler systems, fire
- 2 - _
21.0 t 55
prevention and extinguishing apparatus, refrigerating, air
conditioning, heating, dishwashing, plumbing, ventilating,
gas, steam, electrical and lighting fittings and fixtures,
recreational equipment, licenses or permits of any kind, and
operating supplies as may from time to time be owned by
Seller in connection with the Property, construction supplies
and materials, architectural renderings and models, plans and
specifications, bar equipment, liquor dispensers, ice makers,
dictating equipment, private telephone systems, chinaware,
glassware, linens, pillows, blankets, sauna baths, exercise
equipment, medical equipment, potted plants, dining room
wagons, keys, silverware, utensils, uniforms, cookware, dry
cleaning facilities, television sets, radios, intercom and
paging equipment, beds, chairs, desks, tables, stools, sofas,
luggage racks, food carts, luggage carts, pictures, paint-
ings, works of art, insulations, blinds, drapery and curtain
rods, brackets, electrical signs, bulbs, bells, fire preven-
tion and extinguishing apparatus, plumbing and electrical
fixtures, vacuum cleaning systems, floor cleaning, waxing and
polishing apparatus, call systems, ash and fuel conveyors,
mirrors, lamps, ornaments, rugs, linoleum and any other floor
covering, refrigerating and cooling apparatus and equipment,
cabinets, lockers, shelving, spotlighting equipment, re-
frigerators, stoves, kitchen ranges, dishwashers, garbage
disposals, automatic washing machines and clothes dryers,
- 3 -
other kitchen equipment, and each and every exterior and in-
terior improvement and fixture, all fixtures, equipment,
accounts receivable, goods and other articles or property and
all general intangibles of whatever kind, now or at any time
hereafter affixed to, attached to, placed upon or situated
upon, and used or useful in any way in connection with the
complete and comfortable use, enjoyment, occupancy and/or
operation of the Property by Seller, all building materials,
equipment and goods now or hereafter delivered to the
Premises and intended to be installed therein, and all other
machinery, fixtures, tools, implements, apparatus, appli-
ances, equipment, goods, facilities and other personal
property of every kind and
character whatsoever, together with renewals, replacements
and substitutions thereof and additions and accessions
t
thereto which Seller owns and which are now located or
situated in or upon, or affixed or attached to, or used in
connection with the operation of, all or any portion of the
Property and the proceeds of all of the foregoing items.
2. All telephone exchanges, if any, related to the
operation and management of the Property; all keys to locks
on the Property; and all furniture, furnishings, equipment
and machinery, if any, in the management office on the
Property which is owned by Seller.
3. All raw materials, work and materials in process
and inventory owned by Seller and situated on the Property.
- 4 -
w' E a11:9
TO HAVE AND TO HOLD the Personal Properties unto Pur-
chaser, and Purchaser's successors and assigns forever, and
Seller does hereby bind itself, its successors and assigns to
warrant and defend all and singular the Personal Properties
into the Purchaser, its successors and assigns, against every
person whomsoever lawfully claiming or to claim the same or
any part thereof, by through or under Seller, but not
otherwise.
EXECUTED as of the day of May, 1990.
GREELCO REALTY CORP.
By:
Steven L. Ring
Vice President
- 5 -
74 r..
STATE OF NEW YORK )
SS. .
COUNTY OF NEW YORK )
The foregoing instrument was acknowledged before me this
day of May, 1990, by Steven L. Ring, an authorized
signatory of Greelco Realty Corp. , a New York corporation.
Witness my hand and official seal.
Notary Public
My Commission expires:
i
- 6 21.6755
'
EXHIBIT H
NONFOREIGN AFFIDAVIT UNDER
INTERNAL REVENUE CODE
SECTION 1445 (b1 (21
Dated: May _, 1990
State of New York
County of New York
Section 1445 of the Internal Revenue Code provides that a
transferee of a U.S. real property interest must withhold tax
if the transferor is a foreign person. To inform the
transferee that withholding of tax is not required upon the
disposition of a U.S. real property interest by Greelco Realty
Corp. , I, Steven L. Ring, Vice President of GREELCO REALTY
CORP. , ("transferor") , being duly sworn, hereby state under
penalties of perjury:
1. That transferor is not a foreign corporation,
foreign partnership, foreign trust or foreign
estate, as those terms are defined in the Internal
Revenue Code and Income Tax regulations;
2. That transferror's employer identification number is
; and
3 . That transferror's principal place of business is
One Wall Street, New York, New York 10286.
I understand that this affidavit may be disclosed to the
Internal Revenue Service by the transferee and that any false
statement I have made here could be punished by fine,
imprisonment, or both.
Under penalties of perjury I declare that I have examined
this affidavit and to the best of my knowledge and belief it
is true, correct and complete and I further declare that I
have authority to sign this document on behalf of the
transferor.
GREELCO REALTY CORP.
By:
Steven L. Ring
Vice President
Subscribed and sworn to before me this _ day of May,
1990.
S'1.0 .5
i
EXHIBIT I
i
i
ASSIGNMENT AND ASSUMPTION OF LEASES
I
This Assignment and Assumption of Leases dated the
day of May, 1990 made by and between GREELCO REALTY CORP.
having an office at One Wall Street, New York, New York 10286
(the "Assignor") to having an office c/o
Milestone Hotel Investments, Inc. , Suite 246, 651 East Lake
Street, Wayzata, Minnesota 55391 (the "Assignee") .
WITNESSETH
WHEREAS, the Assignee has purchased on the date hereof
from Assignor, the land and improvements thereon situated in
the City of Greeley, Weld County, Colorado as more
particularly described in Exhibit A annexed hereto and the
improvements located thereon (collectively, the "Premises") ;
and
WHEREAS, Assignor has agreed to assign the lease dated
June 30, 1986 made by Greeley, Ltd. , as landlord, and the City
of Greeley, as tenant, as amended, and the lease dated
September 1, 1989 between Greeley Ltd. , as landlord and
j Wynbriar Gift Shop as amended (collectively the "Space
Leases") to Assignee and Assignee has agreed to assume the
obligations of the landlord under the Space Leases and is
willing to execute this Assignment and Assumption of Lease to
evidence such agreement;
NOW THEREFORE, in consideration of the sum of One Dollar
paid by Assignee to Assignor, and other good and valuable
consideration, the receipt of which is hereby acknowledged,
the Assignor hereby assigns, transfers and conveys the Space
Leases to Assignee, and Assignee hereby assumes and agrees to
perform all of the terms, covenants and provisions of the
Space Leases on the part of the landlord to be kept and
performed and to comply with and be bound by all the terms,
covenants and conditions of the Space Leases for and during
the period from and after the date hereof which is the date of
the conveyance of the Premises from Assignor to Assignee.
S4.0715,5
IN WITNESS WHEREOF, this Assignment and Assumption of
Leases has been duly executed on the day and year first above
written. !
ASSIGNOR:
GREELCO REALTY CORP.
By.
Steven Ring
Vice President
ASSIGNEE: _
By:
Title:
- 2 -
S''0' 1ba
•
EXHIBIT J
ASSIGNMENT OF
LICENSES, CONTRACTS, WARRANTIES AND DEPOSITS
e
For and in consideration of the sum of One Dollar ($1.00)
and other good and valuable consideration to it in hand paid
by MILESTONE HOTEL INVESTMENTS, INC. AND REGENCY INNS
MANAGEMENT, INC. ("Buyer") , GREELCO REALTY CORP. ("Seller")
does hereby transfer, convey and assign to Buyer, its
successors and assigns, the following: I
1. To the extent legally permitted, all of Seller's
right, title, interest and estate in and to all licenses and
permits owned or held by Seller necessary for the operation of
the hotel and related facilities located on the property
described in Exhibit A attached hereto and made a part hereof,
except for the liquor license which is governed by a separate
agreement between Seller and Buyer;
2 . All of Seller's right, title, interest and estate in
and to all service, management, employment and similar
contracts and agreements described on Exhibit B attached
hereto and made a part hereof;
3 . The sum of $ , which Seller hereby represents
and warrants to be the total dollar amount of all tenant
security and rental deposits and required statutory interest
thereon, if any, relating to the Space Leases (as defined in
the Agreement) ; and
4 . All of Seller's right, title, interest and estate in
and to all equipment and contractor warranties and guarantees
relating to the real property and improvements thereon legally
described on Exhibit A.
IN WITNESS WHEREOF, Seller has caused this Assignment to
be executed this day of , 1990.
GREELCO REALTY CORP.
By:
Its•
ri 4.01�S
STATE OF MINNESOTA )
COUNTY OF )
The foregoing instrument was acknowledged before me this
day of , 1990 by
the of
Greelco Realty Corp. , a New York corporation, on behalf of the
corporation.
Notary Public
1
i
91.0755
EXHIBIT K
MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT (the "Agreement") dated as of
, 1990 by and between GREELCO REALTY CORP. , a
New York corporation having an office at One Wall Street, New
York, New York 10286 ("Greelco") and MILESTONE HOTEL
INVESTMENTS, INC. , a Minnesota corporation having an office at
681 East Lake Street, Suite 246, Wayzata, Minnesota 55391
("Milestone") .
RECITALS
Greelco is the limited purpose lessee and licensee of The
Radisson Inn and Convention Center in Greeley, Colorado (the
"Hotel") located on a certain tract of land bounded by Seventh .
and Eighth Streets and Seventh and Eighth Avenues in Greeley,
Colorado:, pursuant to that certain Lease and License Agreement
between Greelco and Milestone dated as of the date hereof (the
"License") . Greelco also possesses local and state licenses
to sell alcoholic beverages at the Hotel. Milestone has
licensed possession of the Hotel to Greelco. Greelco has a
license for legal possession of the Hotel and desires to
employ Milestone or its designee to manage the Hotel.
AGREEMENT
In consideration of the covenants and obligations
contained herein and for other good and valuable
consideration, Greelco and Milestone agree as follows:
1. Agreement to Manaae. Greelco hereby employs
Milestone or its designee to operate and manage the Hotel and
Milestone hereby accepts such employment. Greelco agrees to
perform all the terms, conditions and provisions hereof
applicable to Greelco and Milestone agrees to perform all the
terms, conditions and provisions applicable to Milestone.
2. Term. Milestone's employment shall be for a term
commencing as of the date of this Agreement and ending on the
earlier of (i) the date Milestone, or its designee, receives
final approval from all governmental authorities for the
issuance of local and state liquor licenses for the Hotel to
Milestone or its designee, (ii) 90 days from the date of
execution of this Agreement or (iii) at the sole option of
Milestone, with no notice required to Greeley. Anything to
ti
the contrary herein notwithstanding, upon termination of the
License, legal possession of the Hotel shall revert to
Milestone and this Management Agreement shall automatically
terminate.
3 . Service. (a) Milestone is charged with the
management of the Hotel and shall perform or cause to be
performed the services customarily provided in such instances.
(b) Milestone shall also be responsible for the
operation of the Hotel and for the receipt of revenues and for
the payment of the obligations of the total received from and
after the date of this Agreement. Greelco shall not be
entitled to receive any portion of the revenues. .
(c) Milestone shall do nothing that might subject
Greelco to the suspension or revocation of its liquor
licenses.
4 . Compensation. There shall be no compensation
payable to Milestone or any officer, director, trustee or
shareholder thereof, for any of the transactions provided for
in this Agreement.
5. Indemnification. Milestone and its designee agrees
to indemnify and save Greelco harmless from any and all
claims, damages, costs and expenses, of any kind or character,
including reasonable attorneys' fees, for personal injuries,
property damage, or any other claim or loss or damages
suffered by Greelco attributable to or arising by virtue of
any act, omission or condition occurring or existing in the
Hotel caused by or arising from any negligent act or omission
of Milestone, its employees or agents, except loss or damage
attributable to or arising from any negligent act or omission
• of Greelco or any of Greelco's employees or agents or from any
condition existing as of the date hereof.
6. Warranties and Covenants. Greelco warrants and
represents that to its knowledge it now holds valid local and
state liquor licenses covering the Hotel, and that it has
complied with all applicable laws and regulations to preserve
and maintain the liquor licenses.
7. Maintenance of Liauor License. Greelco covenants
and agrees to take all necessary and appropriate action to
preserve, maintain, and defend the liquor license, and agrees
to furnish Milestone with a copy of any notice that it
receives with respect to the liquor license.
- 2 -
S4_075t)5"s
EXHIBIT L
LEASE AND LICENSE AGREEMENT
THIS LEASE AND LICENSE AGREEMENT is made and entered
into as of , 1990 by and between GREELCO REALTY
CORP. , a New York corporation having an office at One Wall
Street, New York, New York, ("Greelco") and MILESTONE HOTEL
INVESTMENTS, INC. , a Minnesota corporation having an office at
681 East Lake Street, Suite 246, Wayzata, Minnesota 55391
("Milestone") .
RECITALS
A. Milestone owns a leasehold estate in and all of the
personal property located on a certain tract of land located
at Seventh and Eight Streets and Seventh and Eighth Avenues in
Greeley, Colorado, which land is more particularly described
in Schedule A attached hereto (the "Land") , and the
improvements located thereon, including the Radisson Inn and
Convention Center (the "Hotel") .
B. Greelco is the owner of a liquor license which was
issued in , 1988 by the Department of Revenue of
the State of Colorado and which will expire at midnight (the
"Liquor License") .
C. On even date and contemporaneous herewith, Greelco
and Milestone have entered into a limited purpose management
agreement (the "Management Agreement") whereby Greelco
employed Milestone or its designee to manage the Hotel.
D. Greelco desires to lease and license the Hotel from
Milestone and Milestone is willing to lease and license the
Hotel to Greelco.
AGREEMENT
NOW THEREFORE, in consideration of the terms and
conditions of this Lease and License Agreement, the parties
agree as follows:
1. Lease and License of Hotel. Milestone hereby leases
and licenses legal possession of the Hotel to Greelco, and
Greelco hereby takes legal possession of the Hotel from
Milestone.
i
8 . Termination. This Agreement shall immediately
terminate at the end of the Term as provided in paragraph 2
above.
9. Headings. The paragraph headings are inserted only
for the purpose of convenient reference and they shall in no
way define, limit or prescribe the scope or intent of this
Agreement.
10. Binding Effect. etc. Except as otherwise provided
herein, this Agreement shall be binding upon and shall inure
to the benefit of the parties, their respective successors and i
assigns. This instrument contains the entire agreement i
between the parties. It may not be amended except by an
instrument in writing signed by both parties.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the date first set forth above.
MILESTONE HOTEL INVESTMENTS,
INC. , a Minnesota corporation
By:
Title:
•
- 3 -
91.0715'i
r--
•
B U Y E R (S) FINAL CLOSING STATEMENT
Prepared by
STEWART TITLE OF GREELEY, INC.
916 10th Street
;Creeley, Colorado 80631
( 303 ) 352-4571
Seller(s ) GREELCO REALTY CORP.
Buyer(s) GREELEY HOTEL VENTURES
Lender UNITED BANK OF GREELY
Property 701 8TH ST. GREELEY, CO. 80631
Closing date 05/23/90 Proration date: 05/22/90
File Number 90000064
SALES PRICE 1, 500, 000 . 00
PLUS CHARGES :
PERSONAL PROPERTY 21 ,464 .64
CASH IN TILLS 3 , 000 . 00
PRE-PAID EXPENSES 4 , 003 . 23
OAN ORIGINATION FEE 0 . 0000% 15, 000 . 00
PAYEE: UNITED BANK OF GREELY
HOTEL RECEIVABLES 4 , 658. 50
PAYEE: GREELCO REALTY CORP.
RADISSON TERM. FEE 90 , 000 . 00
PAYEE: GREELCO REALTY CORP.
FORM 100 278 . 70
PAYEE: STEWART TITLE OF GREELEY, INC
MORTGAGEE POLICY 50 . 00
PAYEE: STEWART TITLE OF GREELEY, INC
OWNER TITLE POLICY 2, 787 . 00
PAYEE: STEWART TITLE OF GREELEY, INC
RECORDING FEES MORTGAGE $ 30 . 00 30 . 00
MISC. RECORDINGS 102 . 00
PAYEE: STEWART TITLE OF GREELEY, INC
SURVEY 1 , 500 . 00
PAYEE: ARIX CORP.
TAX CERTIFICATE L 10 . 00
PAYEE: STEWART TITLE OF GREELEY, INC
SALES TAX 7, 500 . 00
PAYEE: CITY OF GREELEY
TOTAL CHARGES 150, 384 . 07
SALES PRICE PLUS TOTAL CHARGES 1 , 650, 384 . 07
LESS CREDITS :
DEPOSIT OR EARNEST MONEY 90 , 000 . 00
rr" 1INCIPAL AMOUNT OF NEW LOAN 1 , 500 , 000 . 00
l .dVENTORY 3, 993 . 47
CITY OF CRLY LEASE INCOME 3, 629 . 03
SPEC. ASMT. DUE 10/1/90 17, 665 .64
TOTAL CREDITS 1 , 615 , 288 .14
BALANCE DUE FROM BUYER 35 , 095 . 93
The above statement is approved the settlement date above shown and
Stewart Title of Greeley, Inc. is hereby authorized to disburse the
funds as indicated above. Personal Property Taxes are not a part of
this settlement unless set out herein. Seller acknowledges receipt
of the amount set out above .
Stewart Title of Greeley , Inc . assumes no responsibility for the
adjustment of Special Taxes or Assessments or for the exception
of these items in the conveyance unless they are shown on the
Treasurer' s Certificate of Taxes Due.
CONTINUED ON REVERSE SIDE •
21.07)57"
r •
•BUYER(S) FINAL CLOSING STATEMENT File 90000064 (Page 2)
• Ni
It is understood by the undersigned that Stewart Title of Greeley, Inc .
assumes no responsibility as to condition of title unless Title
Insuryce being issued by said title company simultaneously herewith.
•
•
BR ERG, •,
BUYER
BUYER Greeley lotel Ventures Re enc I tners
by Robert J. T Jon, TreAs
STEWART LE OFGGRREELEY, INC • I ��
by f�G" " //'-417/5-20-•-' U
Escrow Officer
•
•
•
(•
...1
•
i
•
•
•
.•
0' :•..
, SELLER (S ) FINAL CLOSING STATEMENT
Prepared by
STEWART TITLE OF GREELEY, INC.
916 10th Street
Greeley, Colorado 80631
( 303 ) 352-4571
Seller( s ) GREELCO REALTY CORP.
Buyer(s) GREELEY HOTEL VENTURES
Lender UNITED BANK OF GREELY
Property 701 8TH ST. GREELEY, CO. 80631 '
Closing date 05/23/90 Proration date: 05/22/90
File Number 90000064
SALES PRICE 1 , 500, 000 . 00
PLUS CREDITS:
RADISSON TERM.FEE 90 , 000 . 00
HOTEL REVENUES 4 , 658 . 50
CASH IN TILLS 3 , 000 .00
PRE-PAID EXPENSES 4 , 003 . 23
TOTAL CREDITS 101 , 661 .73
SALES PRICE PLUS TOTAL CREDITS 1, 601, 661 . 73
LESS CHARGES :
2ND HALF 89 R.E. TAX 75 , 758 .40
PERSONAL PROPERTY TAX 13 , 668 . 06
SPEC. ASMT. DUE 10/1/90 17, 665.64
INVENTORY 3 , 993 . 47
COUNTY TAXES 01/01/90 TO 05/22/90 45, 278 .12
COMMISSION PAID AT CLOSING 60, 000 . 00
PYMT.TO RADISSON HTLS 95 , 108 . 33
PAYEE: RADISSON HOTELS
ESCROW FOR SALES TAX 268 , 373 . 46
PAYEE: STEWART TITLE OF GREELEY, INC
LEASE INCOME 3 , 629 . 03
PAYEE: GREELEY HOTEL VENTURES
WIRE FEES 20 . 00
PAYEE: STEWART TITLE OF GREELEY, INC
SALES TAX 7 , 500 . 00
PAYEE: CITY OF GREELEY
TOTAL CHARGES 590 , 994 . 51
BALANCE DUE TO SELLER 1 , 010 , 667 . 22
'.he above statement is approved the settlement date above shown and
,tewart Title of Greeley, Inc . is hereby authorized to disburse the
funds as indicated above. Personal Property Taxes are not a part of
this settlement unless set out herein. Seller acknowledges receipt
of the amount set out above.
Stewart Title of Greeley, Inc. assumes no responsibility for the
adjustment of Special Taxes or Assessments or for the exception
of these items in the conveyance unless they are shown on the
Treasurer' s Certificate of Taxes Due.
It is understood by the undersigned that Stewart Title of Greeley , Inc .
assumes no responsibility as to condition of title unless Title
Insurance being issued by said title company simultaneously herewith .
CONTINUED ON REVERSE SIDE
C".07:55
1
•
1 • S
1 _ELLER(S) FINAL CLOSING STATEMENT File 90000064
��� � /7 (Page 2)
a-et-A
BROKE •
G�P yL SELLER
SELLER GrrPlrn Rrnlry enrmrntipn, by SrPv Pn L. Rinsryi�p PrnciAnnt
STEWART /LEE OF GRREEELEY, INC
•
by Gi '�'./ GV/ 411/?.--.r.
Escrow Officer
•
ow
•
LETTER OF AUTHORITY TO ACTIN MATTERS OF AD VALOREM TAXATION
Property Owner:
8e hereby appoint and authorizer MARVIN F. DOER AND COhrnni to —
repre:sant nur firm as art valorem tax argent for the 1991 tax ymnr. _.
They have the right to file returns and applications, examine any
records and discuss or appeal any tax asse■■ments to the appropriate
autho ities for the purpose of obtaining the proper tax values
resat a to pro ty owned, managed or controlled by this company.
By; 44,-;•031. 5sItir, P-w---
Title:
Company Name and Address: Greplpy ;Intel Veetnre
e/o Regency Inne Managemint,+ iaa.
'Ann w_ titular. 1
Souiee WIS. 6D 57107
Telephonet
PROPERTY NAME! Redisson Hotel BeSkWe3+tf.n atimdtett C'^'�
PARCEL NUMBER(S): 0961-05-3-14-010
.
.
•
, BEFORE .ME, the un er,e igned, a Notary Public within and fox
County of %Dionne. , and the State of u.t L.
personally appearedK -T6 t0: who ac now to
me 't et: this certificate of authority was executed for the purpose
• neteindlepressed. i
itriga8 li:HAND and notarial seal this al!) day of `Oat/ • ,
U
r _
�( =1 • V0mnf!/��iL, My Commission Expires QUIP/ loll /777 ,
\-;:•".".*-- 7900 •
Hello