Dubuque Racing Association_Purchase of Hilton Garden Inn HotelTHE CITY OF
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Dubuque
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2007 • 2012 • 2013
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Dubuque Racing Association Request to Purchase Hilton Garden Inn
Hotel
DATE: April 30, 2014
The City has received a request from the Dubuque Racing Association as they
complete their process to purchase the Hilton Garden Inn Hotel, also home to
Houlihan's Restaurant.
The City Council has established the Master Plan for Schmitt Island as a priority. The
City has also been working with the Dubuque Racing Association on ways to improve
the bottom line, including the elimination of the expenses related to greyhound racing
and the purchase of the hotel. The Mystique Casino is experiencing declines in
business and needs to be more competitive.
The DRA has negotiated an "Asset Purchase Agreement" for the Hilton Garden Inn
Hotel. Four things are needed from the City:
1. Approval for the DRA to take out debt to purchase the hotel. (Section 13 of the
Amended and Restated Lease Agreement between the City of Dubuque and
Dubuque Racing Association Ltd.)
2. Approval to transfer money from the Futures Fund to the Capital Reserve Fund.
(See Paragraph 41(a)(x) of the Fourth Amendment to Amended and Restated
Lease Agreement between the City of Dubuque and Dubuque Racing
Association, Ltd.)
3. Approval to use the content of the Capital Reserve Fund as a down payment on
the hotel purchase. (See Section 2, Paragraph 41(a)(vii) of the Fourth
Amendment to Amended and Restated Lease Agreement between the City of
Dubuque, Iowa, and Dubuque Racing Association, Ltd.)
4. Approval of the Landlord's Consent for the lender, American Trust and Savings
Bank.
The DRA believes they will get a 6% return on this investment, including enhancements
to the competitiveness of the gaming business, which should also lead to increased rent
payments to the City. The DRA further anticipates that the hotel and restaurant
operations, combined with anticipated incremental gaming revenues generated through
the utilization of the hotel, will provide sufficient cash flows to be able to meet the
operating, capital and debt service requirements of the hotel and restaurant.
I respectfully recommend Mayor and City Council approval.
Mic ael C. Van Milligen
MCVM:jh
Attachment
cc: Barry Lindahl, City Attorney
Cindy Steinhauser, Assistant City Manager
Teri Goodmann, Assistant City Manager
Crenna Brumwell, Assistant City Attorney
Jesus Aviles, President & CEO, Mystique Casino
2
RESOLUTION NO 143-14
AUTHORIZING THE DRA TO MAKE ALTERATIONS TO THE FACILITIES IN
EXCESS OF TEN THOUSAND DOLLARS ($10,000), FINANCE CAPITAL
IMPROVEMENTS BY INCURRING DEBT AND USING FUTURE FUND DOLLARS AS
PART OF A DOWNPAYMENT TO FACILITATE AN ASSET PURCHASE
AGREEMENT FOR SUBSTANTIALLY ALL OF THE ASSETS OF DUBUQUE
CASINO HOTEL, LLC., INCLUDING BUT NOT LIMITED TO THE HILTON GARDEN
INN AND HOULIHAN'S RESTAURANT ASSETS AND OPERATIONS.
. WHEREAS, the City of Dubuque, Iowa (hereafter "City"), and the Dubuque
Racing DRA, Ltd. (hereafter "DRA"), are parties to an Amended and Restated Lease
Agreement dated for reference purposes the 31st day of March, 2004, as amended by
the First Amendment dated April 4, 2005, the Second Amendment dated June 29, 2005,
the Third Amendment dated February 2, 2009, and the Fourth Amendment dated on or
about June 7, 2010; and
WHEREAS, Section 13 of the Amended & Restate Lease requires written City
consent prior to the DRA commencing alterations to any structure or structures or
making additions to any existing structures or facilities in an amount exceeding Ten
Thousand Dollars ($10,000) or capital improvements to be purchased by incurring debt;
and
WHEREAS, the Amended and Restated Lease Agreement, as amended by the
Fourth Amendment thereto, provides in paragraph 41(a)(vii) for the establishment and
use of a Capital Reserve Fund for use in funding future capital improvements in the
discretion of DRA's board of directors; and
WHEREAS, the Amended and Restated Lease Agreement, as amended by the
Fourth Amendment thereto, provides in paragraph 41(a)(x) for a Future Fund to make
distributions to charities and non-profit entities; and
WHEREAS, the DRA has been engaged in negotiations with Dubuque Casino
Hotel, LLC, for the purchase of substantially all of the assets of Dubuque Casino Hotel,
LLC, including, but not limited to, the Hilton Garden Inn and Houlihan's Restaurant
assets and operations and assignment of the current lease between Dubuque Casino
Hotel, LLC, as lessee, and the City of Dubuque, as lessor, for the real estate and
improvements, which lease expires between July 2, 2044 and July 1, 2045, at which
time the real estate and improvements thereon (including any improvements made by
the DRA following the purchase) shall revert to the City of Dubuque; and
WHEREAS, the Board of Directors of the DRA approved the use of the current
balance of funds in the Capital Reserve Fund, supplemented by.$700,000.00 from the
Future Fund, to be applied toward the purchase price and for, necessary expenses
incurred in negotiating and completing the transaction; and
WHEREAS, the City has been informed by the DRA that American Trust &
Savings Bank ("Lender") intends to make a certain term loan to the DRA, pursuant to
the terms of that certain Business Loan Agreement (as the same may hereafter be
amended, restated, supplemented or otherwise modified from time to time, the "Loan
Agreement"), dated as of • June 13, 2014, by and between DRA and Lender; and
WHEREAS, the DRA desires to proceed with the purchase on the terms
contained in the Asset Purchase Agreement and Exhibits thereto; and
WHEREAS, the DRA intends to enter into an Asset Purchase Agreement with
Dubuque Casino Hotel, LLC. which requires prior written approval from the City as the
transaction will result in:
1) Alterations to any structure or structures or making additions to any existing
structures or facilities in an amount exceeding Ten Thousand Dollars
($10,000)
2) Capital improvements financed by incurring debt
3) The use of the $700,000.00 balance in the Future Fund at the time of closing
to be transferred to the Capital Reserve Fund, and that the balance of the
Capital Reserve Fund, as thus supplemented, is approved for use toward the
purchase price; and
WHEREAS, the City has determined that the operation of the DRA accomplishes
a public purpose by promoting community development and tourism for the civic
betterment and social welfare of the City of Dubuque and its citizens.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF DUBUQUE, IOWA:
Section 1. The City Council has been presented with a request from the DRA
pursuant to the Amended and Restated Lease Agreement and subsequent
amendments, to facilitate an Asset Purchase Agreement between the DRA and
Dubuque Casino Hotel, LLC. for substantially all of the assets of Dubuque Casino Hotel,
LLC, including, but not limited to, the Hilton Garden Inn and Houlihan's Restaurant
assets and operations and assignment of the current lease between Dubuque Casino
Hotel, LLC, as lessee, and the City. of Dubuque, as lessor, for the real estate and
improvements, and a Landlord's Consent document; the City Council hereby authorizes
the DRA to:
1. Make alterations to any structure or structures or make additions to any
existing structures or facilities in an amount exceeding Ten Thousand
Dollars ($10,000)
2. Incur debt for capital improvements
3. Use, the $700,000.00 balance in the Future Fund at the time of closing to
be transferred to the Capital Reserve Fund, and that the balance of the
Capital Reserve Fund, as thus supplemented, is approved for use toward
the down payment for the Asset Purchase Agreement.
The foregoing approval of the Landlord's Consent is subject to satisfactory
review of all documents referred to in the Landlord's Consent by the City Attorney and
the City Manager.
Passed, approved and adopted this 5th day of
Attest:
Kevin . Firnstahl, City erk
May, 2014
Roy D.ol, Mayor
F:\USERS\tsteckle\Lindahl\Casino Hotel -Hilton Garden Inn Purchase\Resolution_Asset Purchase_050514.doc
DATE: April 29, 2014
MEMO TO: Honorable Mayor and City Council
FROM: Jesus Aviles, President & CEO
RE: Purchase of the Dubuque Casino Hotel, LLC.
Dubuque Racing Association (DRA) requests approval to use the capital reserve fund, Future Fund, and to
issue debt for the purpose of purchasing Dubuque Casino Hotel, LLC. (DCH). DCH is the owner of the
Hilton Garden Inn located at 1801 Greyhound Park Road and Houlihan's restaurant located at 1795
Greyhound Park Road.
Discussion:
DRA requests City approval of this purchase in order to be competitive with increased competition on a
regional and local level, which will assist DRA in its mission to provide continued funding to the City of
Dubuque and Charitable Organizations.
In 2004 DCH leased land from the City of Dubuque for the construction of a hotel and restaurant to be
located on Chaplain Schmitt Island and connected to Mystique Casino by a covered walkway. The
synergy of the combined properties has been mutually beneficial to the two properties for years.
The DRA created a Hotel Committee in January of 2011 to investigate the possibility of purchasing the
hotel and restaurant. Negotiations began, but by the end of September of 2011 the two sides could not
come to an agreement on the purchase and negotiations were suspended.
Two years later in September of 2013 the Hotel Committee was reactivated and negotiation restarted. A
"Letter of Intent" was signed in December of that year and due diligence was started. Financing options
were secured in February of this year with American Trust & Savings Bank along with Dubuque Bank &
Trust.
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S IlOUF
CASINO
k Rd. -6r Dubuque, 1A 520()1 °fir 800.373.3647
An Asset Purchase Agreement was agreed upon and the DRA Executive Committee
recommended to the DRA Board of Directors that they purchase the assets of DCH. At the April
29, 2014 meeting of the Dubuque Racing Association Board of Directors a resolution authorizing
staff to consummate purchase of the assets of DCH was passed unanimously.
DRA intends to purchase the Hilton Garden Inn and Houlihan's restaurant adjacent to the
Mystique Casino for a purchase price of $16,000,000. The proposed acquisition will be financed
by a combination of (i) current funds (Capital Reserve Fund $2,500,000 and Future Fund
$700,000) held by the DRA and (ii) debt financing through local banking institutions.
In addition, the DRA must make an additional investment into the property in order to meet
certain requirements of the Hilton Franchise Agreement, which it plans to enter into prior to the
closing of the acquisition. These capital improvements are expected to be funded through free
cash flow from the hotel and restaurant during the first three years of operations.
Based on the historical financial results and DRA's anticipated future financial results related to
the hotel and restaurant, the DRA expects a return on investment of approximately 6% on the
above referenced financial investment. The return on investment includes the impact from
gaming operations, which would benefit the City with increased rent. In addition, we anticipate
that the hotel and restaurant operations, combined with anticipated incremental gaming revenue
generated through the utilization of the hotel, will generate sufficient cash flows to be able to
meet the operating, capital and debt service requirements of the hotel and restaurant. These
forward-looking estimates are based on historical performance and estimates which involve
certain risks and uncertainties, and actual results may differ materially from those used in such
estimates. Factors that could cause actual results to differ include, but are not limited to, changes
to the financial conditions of hotel and/or restaurant, changes in local, regional or national
economic conditions and changes in the competitive landscape.
Attached with this memo are copies of the Asset Purchase Agreement, Financial Term Sheet, the
approved Resolution by the DRA Board of Directors, and Landlord's Consent.
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LANDLORD'S CONSENT
The City of Dubuque, Iowa ("Landlord") has been informed that Dubuque Casino Hotel, LLC
("Tenant") intends to sell substantially all of its assets to Dubuque Racing Association, Ltd. ("Company").
Landlord has further been informed by Company that American Trust & Savings Bank ("Lender") intends
to make a certain term loan to the Company (the "Loan"), pursuant to the terms of that certain Business
Loan Agreement (as the same may hereafter be amended, restated, supplemented or otherwise modified
from time to time, the "Loan Agreement"), dated as of June 13, 2014, by and between Company and
Lender. The capitalized terms used and not otherwise defined herein shall have the meanings set forth in
the Loan Agreement.
RECITALS
A. WHEREAS, Landlord has made and executed that certain Lease dated July 6, 2005 by
and between Landlord and Company (as successor in interest to Tenant) as amended by that certain
Amendment 1 to Lease Agreement dated March 21, 2005, as further amended by Amendment 2 to Lease
Agreement dated April 4, 2005, as further amended by Amendment 3 to Lease Agreement dated
September 6, 2005, as assigned to Dubuque Bank & Trust Company pursuant to that certain Assignment
of Lease Agreement among Tenant, Landlord, and Dubuque Bank &Trust Company dated March 23,
2005 (the "Hotel and Restaurant Lease"), pursuant to which Tenant currently leases certain real property
and the improvements thereon located in the City of Dubuque, County of Dubuque, State of Iowa as set
forth therein;
B. WHEREAS, Landlord has made and executed that certain Parking Use Agreement dated
July 6, 2005, by and between Company, Tenant, and Landlord, as amended pursuant to that First
Amendment to Parking Use Agreement dated May 2, 2005, as assigned to Dubuque Bank & Trust
Company pursuant to that certain Assignment of Parking Use Agreement, as amended among Company,
Tenant, Landlord, and Dubuque Bank & Trust Company dated March 23, 2005 (the "Parking Lease"),
pursuant to which Tenant currently leases certain real property and the improvements thereon located in
the City of Dubuque, County of Dubuque, State of Iowa as set forth therein;
C. WHEREAS, the Hotel and Restaurant Lease and the Parking Lease, are collectively
referred to herein as the "Leases";
D. WHEREAS, Lender intends to extend the Loan to the Company pursuant to the Loan
Agreement;
E. WHEREAS, The Loan will be secured by various assets of the Company and its
affiliates, including that certain Leasehold Mortgage, Fixture Filing and Security Agreement with
Absolute Assignment of Leases and Rents (as the same may hereafter be amended, restated,
supplemented or otherwise modified from time to time, the "Mortgage") affecting the interest of
Company under the Leases and the interest of the Company in the premises demised by the Leases (the
"Premises"); and
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F. WHEREAS, Lender has requested that, pursuant to the terms and conditions of the Loan
Agreement, Landlord provide this Landlord's Consent (this "Agreement") to the Lender and the
Participants.
NOW, THEREFORE, in consideration of the foregoing recitals, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord confirms and
agrees as follows:
1. Notwithstanding anything to the contrary contained in the Leases, Landlord hereby
consents to: (a) the Company's execution and delivery of the Mortgage, and (b) Lender's recording the
Mortgage against Company's interest under the Leases and Company's interest in the Premises.
2. Notwithstanding anything to the contrary contained in the Leases, Landlord hereby
consents to Company granting Lender a lien on, and security interest in, Company's personal property and
agrees that neither the grant of such lien and security interest, nor the enforcement thereof, will create a
default under the terms of the Leases. Lender shall be entitled to enforce its security interest in Company's
personal property located upon or in the Premises, provided that Lender shall repair any physical damage
caused to the Premises by such removal, and Lender agrees to hire equipment movers carrying public
liability insurance to perform such removal.
3. Lender shall be entitled to and shall receive from Landlord prompt written notice of, and
Lender shall have a reasonable opportunity to cure, defaults by Company under the Leases including a
default in payment of money under the Leases. Lender shall have sixty (60) days (or, if such default
cannot reasonably be cured by Lender within such period, such longer period as may be reasonably be
required) to cure such defaults. In the event of a default by Company under the Leases, other than a
default in the payment of money under the Leases, Landlord shall not terminate such lease without first
giving Lender reasonable time within which either (a) to obtain possession of the Premises (by
appointment of a receiver, foreclosure or otherwise) and cure such default with reasonable diligence, in
the case of a default which is susceptible of being cured after Lender obtains possession of the Premises,
or (b) to institute foreclosure proceedings and complete such foreclosure with reasonable diligence, or
otherwise acquire Company's interest under such Lease with reasonable diligence, in the case of a default
which is not susceptible of being cured by Lender (any such non -curable default shall be deemed to have
been cured upon the completion of such foreclosure or acquisition of Company's interest in such Lease);
provided, however, that Lender shall pay all rent and other sums payable under such Lease within thirty
(30) days after any such sums become due and payable, together with interest on any past due sums at the
rate specified in such Lease. If the cure of a non -monetary default requires possession of the Premises by
Lender, or if the default cannot be cured by Lender, then Landlord shall not terminate any Lease so long
as Lender (y) continues to pay all rent and other sums due to Landlord within thirty (30) days after any
such sums become due and payable, together with interest on any past due sums at the rate specified in
such Lease and (z) proceed diligently to obtain possession of the Premises through a receiver or prosecute
foreclosure proceedings with reasonable diligence. Lender shall give Landlord written notice within thirty
(30) days of receipt of notice of default whether Lender intends to cure such defaults of Company.
4. This Agreement may not be modified except by an agreement in writing signed by
Landlord and Lender or their respective successors in interest, This Agreement shall inure to the benefit
of and be binding upon Landlord and Lender, and their respective heirs, representatives, successors and
assigns. Landlord agrees that any transfer of any Lease or the Premises through foreclosure by Lender or
similar action or action in lieu thereof shall be permitted by such Lease without any requirement that
Landlord consent thereto, provided, the transferee agrees to comply with the terms and conditions of such
Lease in writing (including, without limitation any restrictions on the use of the premises as set forth
therein) and, regardless of anything to the contrary contained in the Loan Agreement or Related
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Document, the Leases referenced herein shall not be transferable or assignable to another party unless
such transferee (or the operator of the Premises) qualifies to operate under the gaming license of the
Dubuque Racing Association, Ltd.
5. Landlord acknowledges:
a. The Leases are in full force and effect, and have not been modified, supplemented or
amended except as set forth above;
b. The Leases represent the entire agreement between the Landlord, the Company and the
Tenant; there is no existing default on the part of the Landlord, the Company or the Tenant in any of the
terms and conditions thereof, and no event has occurred which, with the passing of time or giving of
notice or both, would constitute an Event of Default under the Leases;
c. Landlord has not received written notice of assignment of the Tenant's interest under the
Leases to anyone other than the Company.
6. Any notices sent to Landlord shall, until further notice, be sent by registered mail and
addressed as follows:
City of Dubuque
Attn: Mayor
50 W. 13th St.
Second Floor
Dubuque, IA 52001
With copies to:
City Manager
50 W. 13th St.
Second Floor
Dubuque, IA 52001
7. Any notices sent to Lender shall, until further notice, be sent by registered mail and
addressed as follows:
American Trust & Savings Bank
Attn: Tori Richter, Senior Vice President
895 Main Street
Dubuque, IA 52001
With a copy to:
Fuerste, Carew, Juergens & Sudmeier, P.C.
Attn: Stephen J. Juergens
151 W. 8th Street
200 Security Building
Dubuque, IA 52001
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed
and delivered by their proper and duly authorized officers.
Dubuque Racing Association, Ltd.
By:
Typed Name:
Title:
City of Dubuque, Iowa
By:
Typed Name:
Title:
[Signature page to Landlord's Consent]
CERTIFIED RESOLUTION
RESOLUTION OF THE BOARD OF DIRECTORS
OF DUBUQUE RACING ASSOCIATION, LTD.
April 29, 2014
Whereas, the City of Dubuque, Iowa (hereafter "City"), and the Dubuque Racing
Association, Ltd. (hereafter "Association"), are parties to an Amended and Restated Lease
Agreement dated for reference purposes the 31st day of March, 2004, as amended by the First
Amendment dated April 4, 2005, the Second Amendments dated June 29, 2005, the Third
Amendment dated February 2, 2009, and the Fourth Amendment dated on or about June 7, 2010;
and
Whereas, the Amended and Restated Lease Agreement, as amended by the Fourth
Amendment thereto, provides in paragraph 41(a)(vii) for the establishment and use of a Capital
Reserve Fund for use in funding future capital improvements in the discretion of Association's
board of directors; and
Whereas, the Association's CEO and President and his management team have been
engaged in negotiations with Dubuque Casino Hotel, LLC, for the purchase of substantially all of
the assets of Dubuque Casino Hotel, LLC, including, but not limited to, the Hilton Garden Inn
and Houlihan's Restaurant assets and operations and assignment of the current lease between
Dubuque Casino Hotel, LLC, as lessee, and the City of Dubuque, as lessor, for the real estate and
improvements, which lease expires between July 2, 2044 and July 1, 2045, at which time the real
estate and improvements thereon (including any improvements made by the Association following
the purchase) shall revert to the City of Dubuque; and
Whereas, the Association's President/CEO requests that the Board of Directors of the
Page 1 of 4
Association approve the use of the current balance of funds in the Capital Reserve Fund,
supplemented by $700,000.00 from the Future Fund, to be applied toward the purchase price and
for necessary expenses incurred in negotiating and completing the transaction; and
Whereas, the Association desires to proceed with the purchase on the terms and
conditions negotiated by the President/CEO and his management team and contained in the Asset
Purchase Agreement and Exhibits thereto, and desires that the President/CEO be vested with the
authority and discretion to complete those acts necessary for completion of the transaction in
consultation with his management team, accountants, and attorneys,
NOW, THEREFORE, the Association resolves the following:
1. Resolved, that the Asset Purchase Agreement presented this date to the Board of
Directors for approval is herewith approved by the Association, subject to fulfillment of all terms
and conditions in the Asset Purchase Agreement prior to or at the closing, and subject to all
necessary approvals or consents (by the City of Dubuque, the Association's lenders, and the Iowa
Racing and Gaming Commission), for the Asset Purchase Agreement, DRA funds used, debt
obtained and incurred by the Association for the purchase, entry into franchise agreements with
Houlihan's and Hilton Garden Inn, other ancillary contracts and documents, and the assignment to
the Association of the lease between Dubuque Casino Hotel, LLC, as lessee, and the City of
Dubuque, as lessor.
2. Further resolved, that $700,000.00 of the balance in the Future Fund at the time of
closing shall be transferred to the Capital Reserve Fund, and that the balance of the Capital
Reserve Fund, as thus supplemented, is approved for use toward the purchase price.
3. Further resolved, that the President/CEO, acting in consultation with his
Page 2 of 4
management team, advisers, and attorneys, is authorized and directed, on behalf of the
Association, to (a) consummate the transaction contemplated in the Asset Purchase Agreement
upon satisfaction of pre-closing conditions and obtaining all necessary approvals, (b) execute and
deliver the Asset Purchase Agreement and such other documents and instruments, with such
changes therein as the President/CEO shall deem necessary or appropriate, the execution and
delivery thereof being conclusive evidence of such approval; (c) determine whether all terms and
conditions precedent to closing contained in the Asset Purchase Agreement have been satisfied,
except as the same may be modified or waived, in whole or in part, in a writing signed by the
President/CEO and an authorized representative of Dubuque Casino Hotel, LLC, (d) make,
request, consent to, or refuse consent to waivers to conditions or extensions thereto, and (e)
obtain required approvals of the transaction by the City of Dubuque, the Association's lenders, the
Iowa Racing and Gaming Commission, and such other persons or entities whose approval is
required by law or agreement.
4. Further resolved, that all actions of the Association's President/CEO taken to date
in furtherance of the foregoing resolutions, including, without limitation, directing legal counsel to
prepare documents in connection therewith, be, and they hereby are, approved, confirmed and
ratified in all respects.
5. Further resolved, that the President/CEO shall be, and hereby is, for and on behalf
of the Association, empowered and directed to perform or cause to be performed, either
personally or through the Association's agents or attorneys, any and all such actions and to
execute and deliver any and all such agreements, notices, instruments, certificates, instructions,
requests or other documents as they or any of them may deem necessary or advisable to effectuate
Page 3 of 4
the purposes and intent of the foregoing resolutions.
CERTIFICATE
The undersigned Acting Secretary of Dubuque Racing Association, Ltd., a not for profit
corporation organized and existing under the laws of the State of Iowa, does hereby certify that
the above Resolution was duly adopted by the Board of Directors of Dubuque Racing
Association, Ltd., at a meeting on Tuesday, April 29, 2014, which meeting was duly convened
and at which meeting a quorum was present and acting throughout.
Page 4 of 4
Brian D. Southwood, Acting Secretary
Date: April 29, 2014
SUMMARY DESCRIPTION OF CREDIT FACILITY
Acquisition of the Hilton Garden Inn
December 6, 2013
80 Percent Loan to Value Financing
Borrower: Dubuque Racing Association
Lenders: American Trust & Savings Bank and Dubuque Bank & Trust Co.
American Trust will act as the originating Lender.
Project: The Hilton Garden Inn/Houlihans's project, Dubuque, IA.
Facility:
Amount:
A term loan for the purpose of acquiring the Hilton Garden Inn and
Houlihan's Restaurant , 1801 Greyhound Park Drive, Dubuque, IA
Up to U.S. Twelve Million, Eight Hundred Thousand, and no/100s
dollars ($12,800,000), but no more than 80 percent of the lower of cost
or appraised value of the property financed
Amortization: Up to 20 years
Use of Proceeds:
Rate:
Payment Dates:
Default Rate:
Rate Basis:
To finance the acquisition of the hotel project, including all furniture,
fixtures and equipment therein or attached thereto, parking and related
amenities, to be located at 1801 Greyhound Park Drive, Dubuque, IA
The Lenders will offer a five year rate fixed at the day of closing at the
five-year Treasury plus 2.15 percent.
Principal and interest payments due on the 1st day of each month in an
amount sufficient enough to amortize the loan over a maximum of 240
months.
At any time when an event of default has occurred and is continuing
beyond any cure period, all amounts due under the Facility shall bear
interest at the rate of 18% per annum.
All per annum rates shall be calculated on the basis of a year of 360
days and the actual number of days elapsed.
Maturity: 60 months from closing date
Security: First Lien—Perfected first priority lien on all DRA assets subject only
to liens currently existing on the Mystique Casino financing in place
with Lenders:
Substantially all the assets of the Borrower, including but not limited to
perfected security interests in, and mortgages on, and assignments of
lease agreements on substantially all tangible and intangible assets of
the Borrower, including but not limited to accounts receivable,
inventory, equipment, general intangibles, investment property,
intellectual property, license rights, contracts and contract rights, real
property, improvements, fixtures, cash, deposit and securities accounts;
provided, however, that the Collateral shall not include (i) any
governmental license rights, including the gaming licenses to be
obtained in connection with the Project, to the extent prohibited by
applicable law or the terms of the license, (ii) any other assets that
Financial Covenants:
cannot be pledged as collateral pursuant to applicable gaming laws and
regulations, (iii) such other specific assets or categories of assets of the
Borrower as may be mutually agreed upon.
i) Within thirty (30) days after the close of each monthly accounting
period in each fiscal year, the Borrower and its consolidated
Subsidiaries will deliver the consolidated balance sheet, income
statement, and statement of cash flows of the Borrower and its
consolidated Subsidiaries for such month and for the period from the
beginning of the then current Fiscal Year to the end of such month, all
in reasonable detail;
ii) Within forty-five (45) days after the close of each fiscal quarter, the
Borrower and its consolidated Subsidiaries will provide consolidated
income statements; balance sheets; and cash flows; including all
supporting schedules and comments. The quarterly statements will
include a comparative from the corresponding amounts for the
corresponding periods of the previous Fiscal Year and the
corresponding amounts from the Financial Plan for the current Fiscal
Year, all in reasonable detail;
iii) Within 120 days of the end of the first Fiscal Year and annually
thereafter, the Borrower and its consolidated Subsidiaries will provide
consolidated income statements; balance sheets; and cash flows;
including all supporting schedules and comments. The annual
statements will include a comparative from the corresponding amounts
for the corresponding periods of the previous Fiscal Years, all in
reasonable detail. The statements and balance sheets shall be audited
by independent certified public accountants selected by the Borrowers
and acceptable to Lenders and certified by such accountants to have
been prepared in accordance with GAAP and to present fairly the
financial position of the Borrower and its consolidated Subsidiaries.
iv) Establishment of a replacement reserve fund; and
v) Other covenants as may be mutually agreed upon between Lenders
and Borrower.
Governing Law: Governed by the State of Iowa
Commitment Fee: $5000.00
Closing Costs: All direct closing costs associated with the transaction will be the
responsibility of the Borrower. The Lenders will be reimbursed by the
Borrower for all out-of-pocket costs and expenses incurred by the
Lenders in connection with the loan, including, but not limited to legal
costs and any filing fees.
Prepayment:
The Borrower may prepay the credit facility during any time of the
term of the loan and will only pay a Prepayment Fee if such
prepayment of the Loan is being financed with proceeds from a loan
issued by a financial institution other than American Trust & Savings
Bank or an affiliate thereof.
Compliance:
Proceedings:
Documents:
Resolutions:
Insurance:
Additional Terms:
Expiration Date:
The Borrower agrees that the project and contemplated use of the real
property comply with all applicable zoning ordinances, platting
requirements, and other laws and regulations.
There shall be at the time of closing no action, proceeding, or
investigation pending or threatened (or any basis thereof) which might
materially adversely affect the condition, business, or prospect of the
Borrower, the project, the real property, or which might adversely
affect the ability of the Borrower to perform its obligations under the
loan documentation.
Prior to closing, the Lenders shall receive copies of such organizational
documents of the Borrower as the Lenders may request. This includes,
but is not limited to Articles of Incorporation, By -Laws, and Certificate
of Good Standing
The Lenders will receive a copy of the resolutions of the Borrower
authorizing the execution, delivery, and performance of any and all
documents related to the contemplated loan transaction.
Borrower will maintain full insurance on the property including
builder's risk insurance, business interruption insurance, and general
liability insurance, and full property coverage. Lenders will be named
as Mortgagee on subject property and Loss Payee on contents.
The note will be immediately due and payable upon property sale, deed
or contract, or any change in ownership.
The conditions of this term sheet will May 31, 2014, If an agreement
has not been reached by May 31, 2014, rates and terms may need to be
renegotiated.
Purpose of Term Sheet: This is intended to be a Summary of Principal Terms and Conditions and is
intended merely as an outline of the material terms and conditions of the credit facilities described
herein. Important terms may remain to be negotiated. Even if agreement in principal should be
reached on the terms of financing at a subsequent date, neither party to the financing shall be legally
bound until definitive loan documents are signed by the respective parties. This Term Sheet is
subject to approval by Lenders' Credit Committees.
ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement ("Agreement") is made and entered into the day of
, 2014, by and among DUBUQUE CASINO HOTEL, LLC, an Iowa limited liability
company ("Seller"), and DUBUQUE RACING ASSOCIATION, LTD., an Iowa non-profit
corporation ("Buyer").
RECITALS
A. Seller owns certain leasehold rights with regard to the Hilton Garden Inn (the
"Hotel") and Houlihan's Restaurant ("Restaurant") and owns related business assets used in the
operation of the Hotel and Restaurant (the "Seller's Business"); and
B. Buyer is desirous of purchasing substantially all of the assets of Seller's Business,
including certain leasehold interests, related furniture, fixtures and equipment, and certain other
assets of Seller's Business, and Seller is willing to sell Seller's Business and such assets under the
terms and conditions which follow.
IT IS, THEREFORE, for valuable consideration, the receipt of which is acknowledged,
agreed that Seller's Business shall be sold and purchased under the following mutual terms and
conditions.
AGREEMENT
1. Purchase and Sale of Assets.
1.1 Assets to be Transferred. The assets of the Seller's Business (the "Assets") to
be transferred by Seller are:
(a)
All of Seller's leasehold rights (and the related
improvements) to the Hotel and Restaurant (together the
Hotel and Restaurant are referred to as the "Improvements");
(b) All furniture, fixtures, and equipment related to the
Improvements, including those specifically described on
Exhibit "1.1" attached hereto;
(c) All of Seller's interest in and to that certain Lease Agreement
wherein Seller is the lessee and the City of Dubuque, an Iowa
municipal corporation (the "City") is the lessor, dated July 6,
2004, as that Lease Agreement may have been amended (the
"DCH -City Lease");
(d) All of Seller's interest in and to that certain Parking Use
Agreement by and between Buyer, Seller and City dated July
6, 2004, as that Parking Use Agreement may have been
amended (the "Parking Use Agreement");
(e)
(f)
(g)
All of Seller's interest in and to that certain Houlihan's
Restaurant, Inc. Franchise Agreement with Seller dated
October 28, 2004, as it may have been amended (the
"Houlihan's Franchise Agreement");
All of Seller's interest in and to that certain Hilton Garden Inn
Franchise Agreement dated , 2005, as it may
have been amended (the "Hilton Garden Inn Franchise
Agreement");
All of Seller's interest in the contracts and vendor
relationships expressly listed on Exhibit 1.1(g) attached
hereto, and all prepaid expenses and deposits (but excluding
any and all of Seller's cash reserve accounts, including such
cash reserve accounts listed on Schedule 1.1(g) attached
hereto) related to such contracts and/or vendor relationships;
(h) All personal property of Seller located at the Improvements
described on Exhibit 1.1 attached hereto, including office
supplies, Restaurant and Hotel supplies, inventories, and
other personal property of Seller related to the Improvements;
(i)
Seller's shuttle bus with VIN number lfdee35199da10166
(Buyer agrees and acknowledges that Buyer shall be solely
responsible for any and all use or transfer taxes related to the
transfer of the foregoing vehicle);
(j) All licenses, permits and certificates of occupancy, if any,
issued by any federal, state, county or municipal authority
relating to the use, maintenance or operation of the
Improvements, running to, or in favor of, Seller, all to the
extent that such licenses, permits and certificates of
occupancy are assignable, all of which are described in
Exhibit 1.1(j);
(k) All of Seller's business, financial, and operations records and
data, customer lists and files, in any form or media, and
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(1)
telephone numbers (to the extent that each may be
assignable); and,
All of Seller's right, title and interest to any leased equipment
described on Exhibit 1.1(1) attached hereto and by this
reference made a part hereof.
1.2 Excluded Assets. Buyer will not acquire any other assets of Seller including,
but not limited to, cash and cash equivalents, accounts receivable, notes receivable,
Seller's cash reserve accounts as described in Section 1.1(g), and any and all assets
that are not specifically described in this Agreement or that are not related to Seller's
Business (the "Excluded Assets").
1.3 No Encumbrances. The sale of the foregoing assets shall be free and clear of
all liens, liabilities and encumbrances, except as expressly provided for herein.
1.4 Purchase Price. As consideration for the purchased Assets, Buyer will pay to
Seller the sum of $16,000,000.00 (the "Purchase Price"). The Purchase Price shall be
paid by Buyer to Seller in full at the Closing (defined herein), via certified check,
wire transfer or other means acceptable to Seller.
1.5 Allocation of Purchase Price. The allocation of the Purchase Price by and
among these assets is set out in Exhibit "1.5" attached hereto and by this reference
made a part hereof. The parties shall prepare the applicable Department of Treasury
form required pursuant to Internal Revenue Code Section 1060 to allocate the
purchase price at the time of closing upon the allocation stated in Exhibit "1.5"
attached.
2. Liabilities of Seller. Except as hereinafter provided, Buyer will assume no liabilities
or obligations of Seller of any nature, except for those liabilities and obligations as set forth on
Exhibit "2" attached hereto (the "Assumed Liabilities"). Seller shall indemnify and hold Buyer
harmless from any liability of Seller related to liabilities or obligations of Seller arising or occurring
on or prior to the Closing Date. Seller shall hold Buyer harmless from any liability, costs or expenses
arising by reason of Seller's nonpayment or nonperformance of any such debts, obligations or
liabilities retained by Seller or not assumed by Buyer hereunder. Buyer shall assume, agree to pay
and discharge when due the debts, obligations and liabilities of Seller in connection with the
Assumed Liabilities to the extent such debt, obligation or liability was incurred after the Closing
Date. Buyer shall indemnify and hold Seller harmless from any liabilities or obligations of Buyer
arising or occurring after the Closing Date and from any liability, cost or expense arising by reason
of Buyer's nonpayment or nonperformance of any of the Assumed Liabilities. Each party will notify
the other promptly following its receipt of any statement or claim for expenses of the Seller's
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Business occurring during the period in which expenses of the Seller's Business were the
responsibility of the other.
3. Employees. Seller hereby discloses to Buyer that Seller has no employees. Further,
Seller has entered into that certain Management Agreement with Aimbridge Hospitality (the
contractual manager with respect to the Improvements). Subject to the foregoing, at the request of
Buyer, Seller shall provide reasonable assistance to Buyer with regard to the continuation of services
by Aimbridge Hospitality to Buyer with respect to the Improvements. In the event Buyer determines
(in Buyer's sole discretion) NOT to continue to utilize the management services provided by
Aimbridge Hospitality, Seller shall be responsible for terminating any and all agreements with
Aimbridge Hospitality (including but not limited to the Management Agreement) effective as of the
Closing. In any event, Seller shall be in full compliance with all applicable laws (including but not
limited to the federal Workers Adjustment and Retraining Act (WARN), 29 U.S.C. § 2101 et seq.,
and regulations promulgated thereunder and the Iowa Worker Adjustment and Retraining
Notification Act, Iowa Code § 84C.1 et seq. (2013). Seller shall be solely liable for any fees,
penalties, legal costs or other costs related to any such termination(s). Notwithstanding any
provision herein to the contrary, Seller shall provide a notice of cancellation to Aimbridge
Hospitality at least sixty (60) days prior to the Closing. In no event shall Seller be responsible for
any obligations for which Buyer has contracted with Aimbridge Hospitality after the sixty (60) day
cancellation notice has been provided from Seller to Aimbridge Hospitality.
4. Confidentiality. Without the other party's written consent, neither Seller nor Buyer
or their respective members, agents, representatives, or employees, shall disclose to any person the
-Willis of this Agreement, or any of the terms, conditions, documents, records, or other information
provided by one party to the other for purposes of due diligence and discussions pursuant to this
Agreement, including all information or records furnished to Buyer under the provisions of this
Agreement, except to (i) their respective members, officers, directors, managers or corporate
committees, counsel, accountants, transaction advisors, bankers, or other fmanciers, and (ii) the City
of Dubuque, the Iowa Racing and Gaming Cornrnission, and other governrnental bodies to whom
disclosure is required by contractor or by law. The parties also acknowledge that Buyer has certain
obligations with respect to obtaining consents and approvals with regard to this transaction which
will cause it to become public, and Seller has similar, but less extensive, approval requirements in
connection with the City of Dubuque which will cause it to become public.
5. Time and Place of Closing. The sale hereunder of all Assets shall occur and all
transfers shall be on or before the close of business on the 16th day of June, 2014, which shall herein
be referred to as the "Closing" or "Closing Date" at the offices of Kane, Norby & Reddick, P.C. or
such other location and at such time as is mutually agreed upon by the parties.
6. Seller's Obligations at Closing. At the Closing, Seller shall deliver to Buyer the
following instruments, in form and substance reasonably satisfactory to Buyer and its counsel,
against the delivery of the items specified in Section 7.
—4—
6.1 Such instruments of transfer as shall be required or as may be reasonably
requested by Buyer in order to vest in Buyer good, indefeasible and marketable title
to all of the Assets to be transferred under this Agreement, free and clear of all liens
and encumbrances of every nature, including an assignment and assumption
agreement, bill or bills of sale and any assignments or other transfer documents
necessary in connection with the transfer of the Assets and any required consents
thereto.
6.2 Certified resolutions of the Members and Managers authorizing the execution,
delivery and performance of this Agreement and all other transactions to be taken by
Seller hereunder.
6.3 A release of all liens and encumbrances against the Assets, if any, including
but not limited to the following:
a. Financing Statement No. E673629 filed April 18, 2005 with the Iowa
Secretary of State by Dubuque Casino Hotel, LLC as debtor in favor of
Dubuque Bank & Trust Company as secured party, and continued pursuant to
a Financing Statement No. E10009700-3 dated February 9, 2010.
6.4 Intentionally left blank.
6.5 Seller shall pay real estate taxes prorated to the Closing Date pursuant to the
DCH -City Lease based upon the most recent fiscal year for such real estate taxes.
Buyer shall be responsible for all subsequent taxes after the Closing.
6.6 Insurance. (a) The parties hereto acknowledge that all of Seller's past and
present policies of insurance providing coverage of any kind for the Hotel,
Restaurant, their respective assets and operations, or the properties on which they are
located are NOT assignable and that all such insurance policies shall be cancelled as
of the Closing Date. Buyer agrees and acknowledges that Seller shall receive a credit
for any and all premium refunds to which Seller would be entitled to if the foregoing
policies were cancelled as of the Closing Date.
(b) However, Seller shall, at Seller's expense, purchase and maintain business
discontinued operations insurance coverage for two (2) years after the Closing in a
commercially reasonable amount consistent with past coverages of Seller. Seller's
policy shall add Buyer as an additional insured thereunder. Seller shall be
responsible for all costs related to claims incurred under such insurance coverage
including any deductibles and other costs not covered by such insurance policy.
-5-
6.7 PIP. Seller shall transfer $300,000 to Buyer at closing to assist Buyer in covering
the costs associated with the Product Improvement Plan delivered by Hilton Garden
Inn to Buyer, via certified check, wire transfer or other means acceptable to Buyer.
6.8 Outstanding gift certificates as of Closing. Seller shall transfer to Buyer, in cash,
the agreed amount of all issued but unused (in part or in whole) gift certificates for
the Hotel or Restaurant as of the Closing, which amount shall be determined pursuant
to the methodology set forth on Schedule 6.8 attached hereto and made a part hereof;
such payment shall be made via certified check, wire transfer, or other means
acceptable to Buyer. The amount described in this Section 6.8 shall be calculated
based upon the agreed upon procedures as outlined in the email between Seller and
Buyer dated April 8, 2014, which email is attached to Schedule 6.8 hereto.
6.9 Accrued Employee Benefits. Seller shall transfer to Buyer at the Closing, in
cash, an amount equal to the total amount of accrued benefits as of the Closing Date
that will be paid by Buyer during the ordinary course of business. Such accrued
employee benefits include, but are not limited to, accrued vacation, sick, holiday
and/or PTO days.
7. Buyer's Obligations at the Closing. At the Closing, Buyer shall deliver to Seller the
following instruments, in form and substance reasonably satisfactory to Seller and its counsel,
against delivery of the items specified above.
7.1 Certified check, electronic transfer, or other means acceptable to Seller in the
amount of the payment owed pursuant to Section 1.4.
7.2 Certified resolutions of the Board of Directors authorizing the execution,
delivery and performance of this Agreement and all of the transactions to be taken by
Buyer hereunder.
7.3 Certified check, electronic transfer, or other means acceptable to Seller in the
amount of the outstanding account receivable with regard to the rooms used by Buyer
at the Hotel.
8. All Transactions Of Each Closing Simultaneous. All transactions contemplated under
this Agreement shall be deemed to be simultaneous and the execution, delivery and closing of each
of such transactions shall be a condition of the obligation of the parties to execute, to deliver and to
close all other transactions contemplated.
9. Warranties, Representations and Agreements of Seller. Seller represents, warrants
and agrees with respect to Seller's Business that:
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9.1 Organization and Standing. Seller is a limited liability company duly
organized, validly existing, and in good standing under the laws of the State of Iowa
and has the corporate power to own its properties and carry on its business as is now
conducted.
9.2 Authority. The execution and delivery of this Agreement by Seller and the
carrying out of this Agreement by Seller has been duly authorized by Seller's
managers and members. No other corporate action is required to authorize the
transactions contemplated hereby, and Seller will have full right, power and authority
to carry out its agreements hereunder in all respects at the closing date.
9.3 No Breach, Statute or Contract. Neither the execution and delivery of this
Agreement, nor compliance with the terms and provisions of this Agreement on the
part of Seller, will cause Seller to breach any statute or regulation of any
governmental authority, domestic or foreign, or violate any order or decree to which
Seller is subject, or will, on the closing date, conflict with or result in a material
breach of any of the terms, conditions or provisions of any agreement or instrument
to which Seller is a party, or by which it may be bound, or constitute a material
default thereunder.
9.4 Title to Assets. Seller has good and marketable title to all of the Assets, to be
sold hereunder, subject to no mortgage, pledge, lien or encumbrance, except as listed
in Exhibit "9.4" hereto. Except as provided on Exhibit 9.4 hereto, Seller has not
leased any of the Assets used in the Seller's Business owned by it, and is in
possession of all of the Assets. As of the Closing, the Assets sold hereunder are in
good operating condition as of the closing date, ordinary and reasonable wear and
tear excepted. The preceding warranty regarding condition of the Assets shall extend
for 30 days beyond the Closing Date.
9.5 Litigation. There is no litigation, claim or arbitration against Seller pending
which seeks to enjoin the transactions contemplated by this Agreement or which
would restrict the sale and transfer of the assets of the Seller's Business, nor is there
any such litigation, claim or arbitration threatened, nor is there any investigation or
governrnental proceeding pending or threatened relating to Seller, nor does Seller
have knowledge of any basis for any such litigation, claim, arbitration, investigation
or proceeding.
9.6 Inventory. All inventory and supplies included in the purchased Assets as of
the Closing Date consist of a quality usable in the ordinary course of the Hotel and
Restaurant businesses and at quantities consistent with historical levels.
-7-
9.7 Intellectual Property. Seller does not own any Intellectual Property and has
not infringed on the Intellectual Properly of another person. For purposes of this
Agreement, Intellectual Property means any and all of the following in any
jurisdiction throughout the world: (i) trademarks and service marks, including all
applications and registrations and the goodwill connected with the use of and
symbolized by the foregoing; (ii) copyrights, including all applications and
registrations related to the foregoing; (iii) trade secrets and confidential know-how;
(iv) patents and patent applications; (v) internet domain naive registrations; and (vi)
other intellectual property and related proprietary rights, interests and protections
(including all rights to sue and recover and retain damages, costs and attorneys' fees
for past, present and future infringement and any other rights relating to any of the
foregoing).
9.8 Assigned Contracts. Exhibit "1.1(g)" includes each contract included in the
purchased Assets and being assigned to and assumed by Buyer (the "Assigned
Contracts"). Each Assigned Contract is valid and binding on Seller in accordance
with its terms and is in full force and effect. None of Seller or, to Seller's knowledge,
any other party thereto is in breach of or default under (or is alleged to be in breach of
or default under), or has provided or received any notice of any intention to
terminate, any Assigned Contract. No event or circumstance has occurred that, with
or without notice or lapse of time or both, would constitute an event of default under
any Assigned Contract or result in a termination thereof or would cause or permit the
acceleration or other changes of any right or obligation or the loss of benefit
thereunder. Complete and correct copies of each Assigned Contract have been made
available to Buyer. There are no disputes pending or threatened under any Assigned
Contract. Seller shall be solely responsible for any damages, termination fees, or
penalties arising out of Seller's termination of any contract of Seller that is not
expressly assumed by Buyer. Notwithstanding the foregoing, Buyer shall be
responsible for any assignment and transfer fees associated with the assignment of
the Hilton Garden Inn Franchise Agreement and the Houlihan's Franchise
Agreement, together with any termination fees incurred after the Closing Date.
9.9 Permits. Exhibit "1.1(j)" lists all permits, licenses, franchises, approvals,
authorizations, registrations, certificates, variances and similar rights obtained from
governmental authorities included in the purchased Assets (the "Transferred
Permits"). The Transferred Permits are valid and in full force and effect. All fees and
charges with respect to such Transferred Permits as of the date hereof have been paid
in full. No event has occurred that, with or without notice or lapse of time or both,
would reasonably be expected to result in the revocation, suspension, lapse or
limitation of any Transferred Permit.
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9.10 Compliance With Laws. To Seller's knowledge, Seller has complied, and is
now complying, with all applicable federal, state and local laws and regulations
applicable to ownership and use of the purchased Assets.
9.11 Brokers. Buyer has no obligation to any broker, finder or investment banker
for any brokerage, finder's or other fee or commission in connection with the
transactions contemplated by this Agreement. Seller has no obligation to any outside
broker, finder or investment banker for any brokerage, finder's or other fee or
commission in connection with the transactions contemplated by this Agreement.
Buyer shall have no liability to any broker, finder or investment banker or other parry
claiming through Seller. Seller shall indemnify and hold harmless Buyer from and
against any and all claims, obligations or liabilities arising out of or related to any
such fee or commission owed by Seller to any outside broker, finder or investment
banker.
9.12 Material Adverse Change. Since December 31, 2013, there has not been any
change, event or development that has, individually or in the aggregate, had, or would
reasonably be likely to have, a material adverse effect on the Seller's Business.
Between December 31, 2013 and the date hereof, the Seller has conducted its
business in all material respects in, has not entered into any material transaction other
than in accordance with, the ordinary course of business, and has not taken any action
that, if taken subsequent to the execution of this Agreement and prior to the Closing,
would constitute a breach of any covenant.
9.13 Financial Statements. The December 2013 financial statements were
provided by the Seller on January 29, 2014 ("Financial Information"). The Financial
Information was prepared in accordance with U.S. generally accepted accounting
principles in effect at the time of such preparation applied on a consistent basis
throughout the periods involved ("GAAP") and fairly and accurately presents in all
material respects the financial position of the Seller's Business as of the dates or
periods represented by such Financial Information.
9.14 No Undisclosed Liabilities. Except for liabilities reflected or reserved against
in the December 31, 2013 balance sheet provided on January 29, 2014, the Seller's
Business has no liabilities, whether absolute, accrued, contingent or otherwise.
9.15 Environmental Matters.
a. The Seller, to its knowledge, is in compliance with all applicable
environmental laws (which compliance includes the possession by the
Seller of all permits and other governmental authorizations required
-9-
under applicable Environmental Laws, and compliance with the terms
and conditions thereof);
b. (i) no condition exists which would reasonably be expected to result
in a material adverse effect pursuant to any environmental law, and
(ii) to Seller's knowledge, no hazardous materials exist on or at the
real property on which the Improvements are located in violation of
any Environmental Law;
c. There is no environmental claim pending or, to the knowledge of
Seller, threatened against the Seller and there are no facts or
circumstances relating to the past or present business or operations of
the Seller's Business that could reasonably be expected to give rise to
any material liability under any environmental law; and
d. Seller does not have, or is not aware of, any reports, studies or related
documents produced relating to environmental conditions,
environmental laws or environmental claims involving the Seller's
Business or the real property on which the Improvements are located
(including without limitation any Phase I or Phase II inspections).
9.16 Taxes.
a. The Seller has timely filed with appropriate taxing authorities all tax
returns required to be filed by it. Such tax returns are correct,
complete and accurate in all material respects, and all taxes shown as
due on such tax returns have been paid.
b. There are no outstanding requests, agreements, consents or waivers to
extend the statutory period of limitations applicable to the assessment
or collection of any material taxes or deficiencies against the Seller.
o, No federal, state, local, or foreign audit, investigation or examination
for which Seller has received written notification are presently
pending with regard to any taxes or tax returns of the Seller.
d. All taxes that are (or were) required by law to be withheld or
collected with respect to the income or operations of the Seller's
Business or the ownership of the Assets in connection with amounts
paid or owing to any employee, independent contractor, creditor,
equity holder or other third party have been duly withheld or
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collected, and have been timely paid over to the proper authorities to
the extent due and payable.
e. There are no encumbrances for taxes upon the Assets of the Seller's
Business, except for encumbrances for taxes not yet due and payable.
f. Immediately prior to, and immediately subsequent to, the
consummation of the sale of the Assets pursuant to the provisions of
this Agreement, Seller will be solvent, with the ability to pay its debts
as they become due. For purposes of this Agreement, "solvent" shall
mean that the present fair saleable value of Seller's assets is greater
than the amount that will be required to pay Seller's liability on its
existing debts as they become absolute and matured.
g.
The State of Iowa is the only state in which Seller is required to file an
annual income tax return, and Seller is not required, to its knowledge,
to file an income tax return in any other state (other than a federal
return).
h. Seller collects any applicable hotel and/or motel taxes as part of its
sales tax collections through the Closing.
9.17 Real Property.
a. For purposes of this Agreement, "Real Property" means the Seller's
interest in and to the DCH -City Lease, together with all buildings and
other improvements thereon.
b. With respect to the Real Property:
At Closing, Seller shall have good and marketable title to the
Improvements on the real estate, subject to the DCH -City
Lease, Parking Use Agreement, and easements and restrictions
of record.
ii. The Seller has good and valid rights of ingress and egress to
and from all Real Property from and to the public street
systems for all usual street, road and utility purposes.
iii. The buildings on the Real Property (the "Structures") have
access to all water, sewer, gas, electric, telephone and
drainage facilities, and all other utilities required by any
—11—
applicable Law sufficient for the current use and operation
thereof.
iv. None of the Structures or the conduct of the Seller's
Business therein, violates any restrictive covenant
applicable to the Seller or the Property.
v. Seller has not received written notice of any current or
pending material regulatory proceedings or .administrative
actions relating to any portion of the Property.
vi. Except as listed on Exhibit 9.17(b)(vi) attached hereto and by
this reference made a part hereof, there are no lease subleases,
licenses, concessions or other agreements, written or oral,
granting to any person or persons the right of use of
occupancy of any portion of the Property or any portion
thereof.
9.18 Insurance. Seller has provided an accurate and complete list of each
insurance policy which covers the Seller or its business, properties, assets or
employees. Such policies are in full force and effect, all premiums thereon have been
paid, and the Seller is otherwise in compliance in all material respects with the terms
and provisions of such policies. The Seller has not received any notice of
cancellation or non -renewal of any such policy or arrangement nor has the
teiniination of any such policies or arrangements been threatened, and there exists no
event, occurrence, condition or act (including the consummation of the transactions
contemplated by this Agreement) which, with the giving of notice, the lapse of time
or the happening of any other event or condition, would entitle any insurer to
terminate or cancel any such policies. There are no pending claims. The Seller has
provided accurate and complete claims history reports for the Seller during the past
five (5) years (including with respect to insurance obtained but not currently
maintained).
9.19 Affiliate Transactions. There are no contracts in the ordinary course of
business or liabilities between the Seller's Business and its operations, on the one
hand, and Seller or any Affiliate of Seller, on the other hand.
9.20 Abandoned Property / Escheat Laws. Seller has complied with all abandoned
property / escheat laws in all jurisdictions and has timely filed all required reports and
submitted such abandoned property within the lawful time period(s).
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that:
9.21 Representations True at Closing. All the representations and warranties of
Seller under this Agreement shall be true as of the Closing Date, as if such
representations and warranties were made at and as of such date.
10. Warranties, Representations and Agreements of Buyer. Buyer warrants and represents
10.1 Organization and Standing. Buyer is a non-profit corporation duly organized,
validly existing and in good standing under the laws of the State of Iowa, and has the
power to own its properties and carry on its business as is now conducted;
10.2 Authority. The execution and delivery of this Agreement by Buyer and the
carrying out of this Agreement by Buyer has been duly authorized by Buyer's
directors and members (if applicable). No other action, other than the prior
satisfaction of those matters identified as conditions to Buyer's obligation to close in
paragraph 12 hereof ("Buyer's Obligation to Close"), including but not limited to the
approvals required in sec. 12.4 ("Approvals"), is required to authorize the
transactions contemplated hereby and Buyer will have full right, power and authority
to carry out its agreements hereunder in all respects at the Closing Date;
10.3 No Breach, Statute or Contract. Neither the execution and delivery of this
Agreement, nor compliance with the terms and provisions of this Agreement on the
part of Buyer, will cause Buyer to breach any statute or regulation of any
governmental authority, domestic or foreign, or violate any order or decree to which
Buyer is subject, or will, on the Closing Date, conflict with or result in a breach of
any of the terrns, conditions or provisions of any agreement or instrument to which
Buyer is a party, or by which it may be bound, or constitute a default thereunder;
10.4 Representations True at Closing. All the representations and warranties of
Buyer under this Agreement shall be true as of the Closing Date, as if such
representations and warranties were made at and as of such date.
11. Seller's Obligation to Close. The obligation of Seller under this Agreement is subject
to the fulfillment of the following conditions, any one or more of which may be waived by Seller. If
any of such conditions shall not have been met or complied with on the Closing Date, Seller may
withdraw from this Agreement forthwith on such date by written notice to Buyer, without any further
obligation on its part or on the part of Buyer. Such conditions are the following:
11.1 Representations True at Closing. The representations and warranties of Buyer
set out herein shall then be correct, with the same force and effect as if such
representations and warranties had been made on and as of the Closing Date;
—13—
11.2 Performance by Buyer. Buyer shall have complied with all covenants and
conditions of this Agreement which axe to be complied with by Buyer on or before
the Closing Date;
11.3 Injunction. No injunction, suit or proceeding shall have been instituted or
threatened by or before a court or other governmental body to restrain or prevent any
of the transactions contemplated hereby; and
11.4 Release. On or prior to the Closing, all members of Seller (or members of a
member of Seller) shall have been released from any personal liability from personal
guaranties of debt, pledges to creditors or franchisors, or similar obligations, made or
undertaken by any member for the direct benefit of Seller in its acquisition of, and
operation of, the Assets. By way of clarification, this condition imposes no
obligation on Buyer but is rather, solely a contingency regarding Seller's obligation to
close.
11.5 Franchise Termination Fees. Seller shall have been relieved from any liability
for termination fees or similar payments under Seller's agreements with franchisor as
described in Section 12.8 below.
11.6 Estoppel Certificates. At the Closing, Buyer shall be provided with an
estoppel certificate in a form acceptable to Buyer, with respect to the DCH -City
Lease and the Parking Use Agreement.
12. Buyer's Obligation to Close. The obligation of Buyer under this Agreement is, at its
election, subject to the following conditions, any one or more of which may be waived by Buyer. If
any of such conditions shall not have been met or complied with on the Closing Date, Buyer may
withdraw from this Agreement forthwith on such date by written notice to Seller without further
obligation on their part or on the part of Seller. Such conditions are the following:
12.1 Representations and Warranties True at Closing. The representations and
warranties of Seller set forth herein shall then be correct with the same force and
effect as if such representations and warranties had been made on and as of the
Closing Date;
12.2 Performance by Seller. Seller shall have fully complied with all covenants and
conditions of this Agreement to be complied with by it on or before the Closing Date;
12.3 Injunction. No injunction, suit or proceedings shall have been instituted or
threatened by or before a court or other governmental body to restrain or prevent any
of the transactions contemplated hereby;
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12.4 Approvals. Buyer shall be in receipt of all required goverrnnental approvals
and third party consents including, but not limited to, the following: (i) the City of
Dubuque City Council; (ii) the State of Iowa Racing and Gaming Commission; (iii)
Hilton Garden Inn corporate approval; and (iv) Houlihan's Restaurant corporate
approval.
12.5 Financing. Buyer shall obtain financing upon terms satisfactory to Buyer in
Buyer's sole and absolute discretion by no later than May 15, 2014.
12.6 Real Estate Taxes. Buyer shall obtain a determination, satisfactory to Buyer
in Buyer's sole discretion, from the City of Dubuque, Iowa, that Buyer shall not be
subject to real estate taxes accruing on the real estate legally described on Exhibit
12.6 attached hereto and by this reference made a part hereof, for the fiscal year
ending June 30, 2016. Buyer agrees and acknowledges that Buyer may be subject to
the real estate taxes accruing prior to the fiscal year ending June 30, 2016.
12.7 Tax Opinion. By no later than May 31, 2014, Buyer shall obtain a tax
opinion, satisfactory to Buyer in Buyer's sole discretion, that neither the acquisition
of the Assets, nor their operation, by Buyer will result in material risk of loss of
Buyer's tax-exempt status under Iowa law or under the U.S. Internal Revenue Code.
12.8 Franchise Agreements. Buyer shall obtain, as of the Closing, in Buyer's sole
discretion: (1) an assignment of all franchise agreements for the Hotel and
Restaurant, and any amendments thereto; or (2) a new franchise agreement with
respect to either the Hotel or Restaurant; or (3) some combination of (1) or (2);
provided, however, that in any event, any such assignment or agreement shall relieve
Seller from any liability for termination fees or similar payments under Seller's
agreements with said franchisors.
12.9. The business of Seller, from and after the execution hereof through and
including the Closing Date, being operated in a normal and appropriate manner. This
condition shall include but not be limited to, Seller operating Seller's business (i.e.
Hotel and Restaurant) in a fashion consistent with its past operation and in
compliance with all Hotel and Restaurant franchise agreement requirements and
DCH -City Lease requirements.
12.10 Material Adverse Change. There shall have been no material adverse changes
in the financial condition, business, prospects, or Assets of the Seller's Business from
December 31, 2012 through the Closing Date.
-15-
12.11 Outstanding Claims, Litigation. To Seller's knowledge, no outstanding
claims, litigation or other administrative investigations shall have been instituted or
threatened which adversely affect the business or Assets of Seller.
12.12 Marketable Title in City of Dubuque. The abstract of title obtained by Buyer
or City, at no expense to Seller, shall show marketable title to the underlying real
estate of the DCH -City Lease to be in the City of Dubuque, free and clear of liens and
encumbrances except as expressly provided for in this Agreement. The abstract shall
be obtained from Abeln Abstracting or other abstractor qualified by the Guaranty
Division of the Iowa Housing Finance Authority, in Buyer' s sole discretion. Seller
shall make reasonable efforts with the City, at no out of pocket expense to Seller, to
obtain cure of any defects in marketable title, by May 31, 2014. If the above
marketable title condition is not satisfied to Buyer's reasonable satisfaction on or
before May 31, 2014, or cannot be established by such date due to delay in delivery
of the abstract, this Agreement shall continue in force and effect, and the Closing
Date delayed, pending further efforts by Buyer to determine marketable title based
upon the abstract and/or further efforts by Seller to obtain cure to title defects;
provided, however, that either party may rescind the Agreement after giving ten (10)
days prior written notice, on or after June 1, 2014, during which 10 -day period the
Seller (if notice is given to Seller) may obtain cure of title defects making the title
marketable to Buyer' s reasonable satisfaction or to obtain Buyer's written agreement
for further time to do so, and the Buyer's notice of rescission shall then be deemed
null and void, and during which 10 -day period Buyer (if notice is given to Buyer)
may, but shall have no obligation to, deem the condition satisfied or waived or obtain
Seller's agreement to extend the time for doing so, and the Seller's notice of
rescission shall then be deemed null and void. In any case, the parties may, but are
not obligated to, mutually agree in writing to the withdrawal of a notice of rescission
within the 10 -day period of the notice, in which case it shall then be deemed null and
void.
13. Survival of Obligations. Except as may otherwise be provided herein, all of the
warranties, representations, indemnities and other agreements made by Seller or Buyer in this
Agreement or pursuant thereto shall survive the Closing for a period of two (2) years.
14. Iowa Sales/Use/Transfer Tax. Seller warrants that there are no delinquent sales tax,
use tax, real estate transfer tax, penalties, or interest that is due to the State of Iowa or any other state.
Seller acknowledges that it shall be responsible for, and shall timely pay, any and sales tax, use tax,
real estate transfer tax, other transfer taxes or transfer fees, if any, which may arise as a result of this
transaction. Seller agrees to execute and deliver, at the closing, a certified statement in the form
attached hereto as Exhibit 14. Notwithstanding the foregoing, Buyer agrees and acknowledges that
Buyer shall be solely responsible for any and all use or transfer taxes arising out of the transfer of any
vehicles from Seller to Buyer pursuant to this Agreement.
- 1 6-
15. Indemnifications.
15.1 Indemnities by the Parties. Seller and Buyer shall indemnify, defend and hold
harmless the other, from and against:
15.1.1 Unassumed Liabilities.. Seller shall indemnify, defend and hold
harmless Buyer from and against any and all liabilities and obligations of, or
claims against, Seller not expressly assumed by Buyer hereunder. Buyer shall
indemnify, defend and hold harmless Seller from and against any and all
liabilities and obligations of, or claims against, Buyer not expressly assumed
by Seller hereunder.
15.1.2 Misrepresentations. Any and all damage, expense or cost caused by
the breach of any warranty or representation, or for any and all damage and
deficiency resulting from any misrepresentation, breach of warranty, or
nonfulfillment of any obligation under this Agreement, any schedule
hereunder or any related agreement.
15.1.3 Actions. All demands, assessments, costs and legal and other
expenses arising from or in connection with any action, suit, proceeding or
claim incident to any of the foregoing.
15.2 Notice and Defense of Claims. Upon the assertion of any claim that may give
rise to some liability of either party or a party's successor in interest, the party against
whom such claim is asserted (the "indemnified party") shall promptly notify the other
party (the "indemnifying party") after obtaining knowledge of any claim against the
indemnified party as to which recovery may be sought against the indemnifying party
because of the indemnities set forth above, and (if such indemnity shall arise from the
claim of a third party) shall permit the indemnifying party to assume the defense of
any such claim or any litigation resulting from such claim. Failure by the
indemnifying party to notify the indemnified party of its election to defend any such
claim or action by a third party within 15 days after written notice thereof shall have
been given to the indemnifying party shall be deemed a waiver by the indemnifying
party of its right to defend such claim or action. If the indemnifying party assumes the
defense of any such claim or litigation resulting therefrom, the obligations of the
indemnifying party hereunder as to such claim shall include taking all steps necessary
in the defense or settlement of such claim or litigation resulting therefrom and
holding the indemnified party harmless from and against any and all losses, damages
and liabilities caused by or arising out of any settlement approved by the
indemnifying party or any judgment in connection with such claim or litigation
resulting therefrom. The indemnifying party shall not, in the defense of such claim or
-17-
any litigation resulting therefrom, consent to entry of any judgment except with the
written consent of the indemnified party, or enter into any settlement (except with the
written consent of the indenmified party), which judgment or settlement does not
include as an unconditional term thereof the ordering, or giving by the claimant or the
plaintiff, of a release from all liability in respect of such claim or litigation.
If the indermlifying party shall not assume the defense of any such claim by a
third party or litigation resulting therefrom within 15 days after written notice thereof,
the indemnified party may defend against such claim or litigation in such manner as it
may deem appropriate and the indemnifying party shall be responsible for payment,
promptly when due, of any costs and legal (including reasonable attorney's fees) and
other expenses associated with the indemnified party's defense of such claim or
litigation. The indemnified party may settle such claim or litigation with the consent
of the indemnifying party, which consent shall not be unreasonably withheld. The
indemnifying party shall be responsible for any judgment rendered against the
indemnified party if any such claim or litigation proceeds to judgment. The parties
agree to provide all reasonable cooperation in connection with the foregoing.
16. Miscellaneous.
16.1 Binding Nature of Agreement. This Agreement shall be binding upon and
inure to the benefit of the parties hereto, their respective heirs, personal
representatives, successors and assigns.
16.2 Modification or Termination. This Agreement contains the entire
understanding of the parties and shall not be modified or terminated except by a
written instrument executed by or on behalf of the parties against whom modification
or termination is sought to be enforced. Seller may not assign this Agreement.
16.3 Governing Law. This Agreement shall be deemed to be made under and shall
be construed in accordance with and shall be governed by the laws of the State of
Iowa.
16.4 Notices. All notices given hereunder shall be in writing and shall be effective
if personally delivered or if sent by certified mail, postage prepaid, addressed to the
appropriate party at the following addresses:
Buyer:
Dubuque Racing Association, Ltd.
Attn: Jesus Aviles, President & CEO
1855 Greyhound Park Road
Dubuque, IA 52001
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In all cases, with copy to:
Stephen C. Krumpe
O'Connor & Thomas, P.C.
700 Locust Street, Suite 200
Dubuque, IA 52001
Seller:
Dubuque Casino Hotel, L.L.C.
Attn: Wayne A. Briggs, Steve Smith, Thomas Gantz,
and Brad Bierman, Managers
137 Main Street, 5tt, Floor
Dubuque, IA 52001
In all cases, with copy to:
Brian J. Kane
Kane, Norby & Reddick, P.C.
2100 Asbury Road, Suite 2
Dubuque, IA 52001
16.5 Specific Performance. Seller's obligation to sell assets and Buyer's obligation
to buy the Assets as herein set forth are unique. If either Seller or Buyer should
default, the other party may, in addition to any other of the legal rights and remedies,
sue in equity for specific performance and the parties hereto expressly waive the
defense that a remedy in damages will be adequate.
16.6 No Commission/Transaction Costs. All parties shall bear their own taxes and
transaction costs. No commission is owed to anyone because of this purchase and
sale.
16.7 Information. All information reasonably requested by Buyer from the date
hereof until closing shall be provided with respect to Buyer's purchase of the Assets
hereunder, which information shall be received and held by Buyer pursuant to the
terms of Section 4.
16.8 Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall constitute an original but which when taken together shall be
deemed one instrument.
16.9 Exhibits and Schedules. All exhibits and schedules hereto are hereby
incorporated as if fully set forth herein.
16.10 Attorney's Fees. In the event of any legal action to construe or to enforce the
terms of this Agreement, each party shall be awarded reasonable attorney's fees and
-19-
costs incurred with respect to each claim on which that party prevailed, as determined
by the Court, in addition to any other recovery or award.
16.11 Headings. The headings in this Agreement are for reference only and shall not
affect the interpretation of this Agreement.
16.12 Severability. If any term or provision of this Agreement is invalid, illegal or
unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall
not affect any other term or provision of this Agreement or invalidate or render
unenforceable such term or provision in any other jurisdiction.
16.13 No Third -party Beneficiaries. Except as provided in Section 15, this
Agreement is for the sole benefit of the parties hereto and their respective successors
and permitted assigns and nothing herein, express or implied, is intended to or shall
confer upon any other person or entity any legal or equitable right, benefit or remedy
of any nature whatsoever under or by reason of this Agreement.
16.14 Waiver. No waiver by any party of any of the provisions hereof shall be
effective unless explicitly set forth in writing and signed by the party so waiving. No
waiver by any party shall operate or be construed as a waiver in respect of any failure,
breach or default not expressly identified by such written waiver, whether of a similar
or different character, and whether occurring before or after that waiver. No failure to
exercise, or delay in exercising, any right, remedy, power or privilege arising from
this Agreement shall operate or be construed as a waiver thereof; nor shall any single
or partial exercise of any right, remedy, power or privilege hereunder preclude any
other or further exercise thereof or the exercise of any other right, remedy, power or
privilege.
16.15 Submission to Jurisdiction. Any legal suit, action or proceeding arising out of
or based upon this Agreement or the transactions contemplated hereby may be
instituted in the courts of the State of Iowa in each case located in the city of
Dubuque and county of Dubuque, and each party irrevocably submits to the exclusive
jurisdiction of such courts in any such suit, action or proceeding.
IN WITNESS WHEREOF, this Agreement was signed effective the date first stated above.
DUBUQUE CASINO HOTEL, L.L.C., Seller
By:
, Its
—20—
DUBUQUE RACING ASSOCIATION, L 1'll., Buyer
By:
Jesus Aviles, President & CEO
EXHIBIT "1.1"
List of Furniture, Fixtures, Equipment, and Other Purchased Assets
1. See attached list of equipment for Hilton Garden Inn — Dubuque Downtown
2. See attached list of Guest Room Inventory
3. See attached list of Mystique inventory.
4. See attached list of Houlihan's inventory.
5. See attached list of Great American Grill inventory.
LIST OF EQUIPMENT FOR HILTON GARDEN INN DUBUQUE DOWNTOWN
HVAC EQUIPMENT
3 CARRIER MODEL # 48TFF 006-A-511HQ ROOFTOP AIR UMTS
1 CARRIER 48TJF024-5A1AA ROOFTOP AIR UNIT (LOBBY)
1 AAON 62868RM025-8-0 ROOFTOP AIR UNIT (HALLWAYS)
1 CARRIER 48TMF009-501HQ ROOFTOP AIR UNIT (MEETING ROOMS)
1 AMERICAN ENERGY MRC85-60 ROOFTOP AIR UNIT (POOL AREA)
122 CARRIER PTAC UNITS FOR GUESTROOMS
2 CARRIER SPLIT DUCT AIR UNITS FOR COMPUTER ROOM AND LODGENET ROOM
MODEL # 40QAB024331
3 CAPTIVE AIR EXHAUST\MAKE UP AIR UNITS ONE WITH A MODINE HEATER
5 COOK BATHROOM EXHAUST FAN UNITS
ICE MACHINES
4 SCOTSMAN CME256 ICEMAKERS WITH DISPENSERS
WATER HEATERS
4 AO SMITH MODEL BTH 199970 100 GAL
2 AO SMITH MODEL BTH 199100 100 GAL
PANTRY COOLER -FREEZER
1- TRUE MOD# CRG24-1 COOLER
1- TRUE MOD # CFG24-1 FREEZER
FITNESS EQUIPMENT
2- PRECOR TREADMILLS
2 -PRECOR ELLIPTACLES
1- PRECOR BICYCLE
1- FTS GLIDE UNIVERSAL WEIGHT MACHINE
2- WEIGHT BENCHES AND ASSORTED BARBELLS
1- STRETCHING BENCH/ BALL AND 5 MEDICINE BALLS
POOL EQUIPMENT
1-LOCHINVAR POOL HEATER MOD#ERN401
1-LOCHINVAR SPA HEATER MOD#ERN301
2- TRITON 2 POOL FILTERS
1- TRITON 2 SPA FILTER
2- STA -RITE 3HP JET PUMPS FOR SPA
1 -STA-RITE CIRC PUMP FOR SPA
1- PENTAIR 3HP CIRC PUMP FOR POOL
2- CHEMTROL 250 DIGITAL CONTROLLERS
4- FLEXFLO CHEMICAL PUMPS
APROX. 40 GALLONS OF LIQUID CHLORINE
APROX. 34 GALLONS OF MURATIC ACID
50 GALLON CHLORINE BARREL
40 LBS SODIUM BICARB
50 LBS CALCIUM CHLORIDE
ASSORTED POOL AND SPA TESTING CHEMICALS
2- AUTOFILL CONTROLLERS FOR POOL AND SPA
1- SPA JET TIMER CONTROLLER
1- 100 FOOT GARDEN HOSE WITH CADDY
1- SET OF POOL VACUMING AND SWEEPING HOSES AND BRUSHES
OUTDOOR EQUIPMENT
1- MI -T -M 2400 PSI GAS POWERED POWER WASHER
1- ARIENS 24INCH GAS SNO BLOWER
1- JOHN DEERE GAS LEAFBLOWER
2- MISC. SHOVELS
140 LBS OF ICE MELT/ 1 EARTHWAY SLT SPREADER
FLOOR SERVICE EQUIPMENT
1- ORECK XL PRO FLOOR SCRUBBER
6- ASSORTED SCRUB PADS
1- RUBBERMAID WAX HOLDER
1- FIVESTAR CARPET CLEANING EXTRACTER WITH UPHOLSTERY ATTACHMENT
1- WIND HADLER FLOOR FAN
1- LASI<O BOX FAN
1- 10 GAL. SHOP-VAC
1- 2 WHEEL CART
MJSC EQUIPMENT
1- 10FT STEP-LADDER
1-8FT STEP LADDER
1-4FT STEPLADDER
2- MOTOROLA HANDHELD RADIOS
TOOLS
1- MAI<ITA DRILL I<IT WITH LIGHT AND 2 BATTERIES
1- HITACHI DRILL KIT WITH LIGHT AND 2 BATTERIES
1-POWERMATE PANCAKE AIR COMPRESSER 1 GALLON
1- 6INCH DRY TILE SAW
1-S KI L J I G SAW
1-TOOL SHOP SAW-ZALL
1- DREMELTOOL KIT
2 -ASSORTED PAD SANDERS
1- 10 INCH POWER MITER SAW
1- CRAFTSMEN TOOL CABINET
1- JUSTRITE EXPLOSION PROOF CABINET 4 GALLON
1- FLAT UTILITY CART
1- 3 SHELF RUBBERMAID CART
1-PLASTIC TOOLBOX
1- 25 FOOT DRAINSNAKE
2 - ASSORTED WRENCH SETS
5 -ASSORTED HAMMERS
3- ASSORTED CRESENT WRENCHES
2- ASSORTED CHISELS
1- SMALL PRY BAR
2- ASSORTED TIN SHEERS
4 ASSORTED RAZOR KNIVES
3- SOCKET SETS
3- ASSORTED SOCKET HANDLES
4- ASSORTED VICE GRIPS
3- ASSORTED CHANNEL LOCKS
1- END CUTTER
2- ASSORTED WIRE STRIPPERS
2 STANDARD PLIERS
1- NEEDLES NOSE PLIERS
2- ASSORTED HEMOSTATS
3- ASSORTED ELLEN WRENCH SETS
1- LOCK RING PLIERS
3 SCISSORS
VARIOUS DRILL BITS
VARIOUS DRIVER BITS
3 SECURITY SCREWDRIVERS
VARIOUS MINI -SCREWDRIVERS
VARIOUS PICTURE HARDWARE WRENCHES
8 VARIOUS ASSORTED SCREWDRIVERS
2- ASSORTED 12 INCH SQUARES
2- BULLET LEVELS
1-24 INCH FRAMING LEVEL
2 ASSORTED BAR CLAMPS
2TAPE MEASURES
1 MULTIMETER
1- NUT DRIVER SET
1- COPPER PIPE CUTTER
1- SOLDERING IRON
1- MAGNIFYING GLASS
1- 12 INCH MAGLITE
1- CAULKING GUN
5 ASSORTED TROWELS
5 ASSORTED PAINT TRAYS, HANDLES AND BRUSHES
1- 4 INCH SKIL GRINDER
ASSORTED HAND CLEANING BRUSHES
SUPPLIES
PLUMBING
4- SEASONS TOILET SEATS
5- MANSFIELD TOILET FLUSH ARMS
8- POP-UP ROD /BALL ASSEMBLIES
2- TOILET BOWL SEALS
2- SHOWER HEAD
2- MANSFIELD SHOWER CARTRIDGES
5 -DRAIN POP -UPS
2- MANSFIELD BALLCOCKS
8 - MANSFIELD FLUSH VALVE SEALS
1- MANSFIELD TOILET BOWL
VARIOUS SINK HANDLES AND CARTRIDGES
VARIOUS TOILET BOLTS AND NUTS, ELBOWS AND VALVES, FITTINGS AND GLUE
VARIOUS SLOAN G-5 OPTIMA PARTS
7- QUARTS OF DRAIN ENZYME CLEANER
4- QUARTS OF DRAIN OPENER
VARIOUS PLUNGERS
ELECTRICAL
2- NEW HD SUPPLY CEILING LIGHT FIXTURES
4- 2642 BALLASTS
2- T-8 3 LAMP BALLASTS
3- PRO 1000 THERMOSTATS
1- TRUE REFRIDGERATOR THERMOSTAT
1- GFI SAFETY OUTLET
1- ANALOG THERMOSTAT
1-CONDENSOR FAN MOTOR
ASSORTED FUSES
VARIOUS WIRE NUTS AND CONNECTORS
1 -TV LINK LOADER
1 -THERMOSTAT ENCLOSURE
1- METAL HALIDE ELECTRICAL BALLAST
VARIOUS AA- AAA C -D- AND 9 VOLT BATTERIES
1= MCPHILBEN BACK-UP EMERGENCY LIGHT
1- BRK BACK-UP SMOKE ALARM
VARIOUS METAL HALIDE LIGHTBULBS
1- 6 VOLT BATTERY BACK-UP BATTERY
8- 6 WATT 6 VOLT LIGHT FOR EMERGENCY LIGHTS
6- HILTON GUESTROOM CLOCKRADIOS
LIGHTBULBS
1- F6T-5 BULB
5- HATCO 50 WATT BAYONNET BULBS
5- MR -16 HALGEN BULBS
2- ALUMINIUM HOUSING FOR BAR LIGHTS AT HOULIS
2- HALOGEN STICK LIGHTS
6- 60WATT CANDLE BASE
5- 15 WATT CANDLE BASE
10- 60 WATT STANDARD BULBS
7- U SHAPED F-32 T8 BULBS
2- F- 17 T8 BULBS
8- PAR 30 75 WATT HALOGEN LN
6- R- 30 15WATT CFL SPOT BULBS
9- 26 WATT 4PIN CFL 2700 K
14- 26 WATT 4 PIN 3500K
12 -13 WATT 2PIN 2700K
4- 42 WATT 4 PIN 3 TUBE CFL BULBS
5- PAR 30 SHORT NECK FLOODS
4 -13 WATT STANDARD CFL BULBS
5- 23 WATT STANDARD CFLS
11- BR30 65WATT FLOODS
2- 32 WATT T8 4FOOT BULBS
LOCK AND DOOR HARDWARE
2- SAFLOK DOOR ENTRY ASSEMBLIES
4- MORTISE KITS FOR SAFLOK DOOR LOCKS
2- SAFLOK CARD READERS
1- BRUSHED NICKEL COVER
2-SAFLOK MORTISE MOTORS
40- 6-VOLT SAFLOK DOOR BATTERIES
12- RUBBER DOOR TIPS
VARIOUS ENTRY DOOR PADDLE AND LOCK PARTS
VARIOUS BATHROOM DOOR LOCK PARTS
VARIOUS HINGES EDGE GUARDS AND HINGE STOPS
1- FALCON NEW SC-81- CLOSURE
4- FALCON DOOR CLOSURES IN FOR REPAIR
7- 4 FT VINYL CORNER GUARDS
ENGINEERING SUPPLIES
12 VARIOUS CANS OF HOTEL PAINT
VARIOUS STAINS AND MARKING PENS FOR WOODWORK
ASSORTED GROUTS AND FINISHING EQUIPMENT
12- VARIOUS CAULKS AND SEALERS
MISCELLANEOUS DRYWALL AND TUB REPAIR ITEMS
6- USED IRONS
4- PARTS PHONES FOR GUESTROOMS
2- HAIRDRIERS
MISCELLANEOUS CLEANING SUPPLIES
MISCELLANEOUS LUBRICANTS
MISC, SPRAYPAINTS
3- USED SMOKE DETECTORS
2- 18 DRAWER PARTS DIVIDERS WITH PARTS
1-16 DRAWER PARTS CABINET WITH PARTS
3- PHOTO EYES FOR OUTSIDE LIGHTING
1- M H BALLST KIT
2- BACKUP GUESTROOM TVS 37 INCH LG BRAND
3- BACK-UP GUESTROOM REFRIDGERATORS
1- BACI< UP GUESTROOM MICROWAVE
3- SETS OF GSS KING SIZED BED BAFFLES
1- BACK-UP PTAC MOTOR
1- 2 x2 light fixture
I - BOX FULL OF OLD ROUTERS
1- OLDER STYLE PRINTER
1- 26 INCH TUBE STYLE TV FOR TRAINING WITH CART
1- USED WATER FOUNTAIN
MISC. RESTROOM STALL DIVIDERS
14- PIECES OF FLOORING FOR THE FITNESS CENTER
1- PULL BEHIND BIKE CART
MISC. PAINT IN 5 GAL /1 GAL / QUART CANS
8 -GOJO SOAP DISPENSERS
MISCELLANEOUS FLOOR AND WALL TILE
MISC SIGNAGE
ASSORTED MIRRORS IN PART AND FULL
2- CURVED SHOWER RODS
1- BOX OF TACK-STRIPS
1- METAL BED FRAME
14- SETS OF WOOD BED LEGS
MISC ASSORTED LIGHTING AND ACCESSORIES
GUESTROOM PHONES (PARTS)
2 BLOODBORN PATHOGEN I<ITS
1- SHARPS BOX
2 - KING MATTRESS ENCASEMENTS
MISC, PLUMBING PARTS
MISC, ELECTRICAL PARTS
MISC, MECHANICAL HARDWARE
I- RESTROOM TAMPON DISPENSER
MISC WALLPAPER
MISC 2X2 CEILING TILES
Guest Room Inventory- 51 Standard King Room
1 King Headboard
1 King Garden Sleep System Mattress
1 King Bed frame
2 Full length closet mirrors
1 Closet shelf
1 Clothes bar
5 Men's hangers
5 Women's hangers
1 Ironing board holder
1 Iron
1 Iron board
1 Iron board cover
1 Luggage rack
1 DND Sign
1 Hospitality Center with Marble Counter
1 Microwave
1 Keurig Coffee Maker
2 Paper Coffee Cups
2 Coffee Lids
2 Coffee Creamers
2 Regular Coffees
1'Decaf Coffee
1 Tea
3 Condiment Kits (sugar, napkin, stir stick)
1 Sugar Caddy
1 Keurig Stand
1 Keurig Instruction Sign
1 Coffee Tray
1 Ice Bucket
1 Ice Bucket Liner
1 Ice Bucket Tray
2 Wrapped Paper Water Cups
1 Refrigerator with Freezer
1 Three Drawer Dresser with Marble Counter
1 Flat Screen TV with Remote Control
1 Hotel Directory Binder
1TV Guide
2 Laundry Bags with Pricing Sheets
1 Entry Door Hotel Map
1 Entry Door Locking Bar
1 Smoke Detector
2 Sprinkler Heads
1 Wall Attached Door Stop
1 Ceiling Entry Light Sconce
1 Decorative Wall Mirror
1 Desk Lamp with 2 Outlets
1 Telephone with Speaker phone option
1 Notepad Holder
1 Notepad Paper
1 Internet Cable with Box Cover
1 Desk with Drawer & Internet instructions
1 Herman Miller Desk Chair
1 Trash Can with liner
1 Floor Lamp with Shade
2 Black Out Curtain Panels
2 Full Length Decorative Curtain Panels
1 Valance
2 Sheer Curtain Panels
1 Oversized Chair
1 Ottoman
1 Small Side table
1 Hilton Promise Card
1 Decorative Wall Picture
2 Nightstands with drawer
2 Lamps with Shades & 1 Outlet
1 Telephone
1 Telephone Instruction Card
1 Notepad Holder
1 Notepad paper
2 Pens
1 Bible
1 Telephone Book
1 Alarm Clock Radio with Preset Stations
1 Decorative Wall Picture
1 Thermostat
1 King Flat Sheet
1 King Fitted Sheet
1 King Insert
1 King Duvet Cover
2 Feather Pillows
2 Polyester Pillows
4 Pillow Protectors
4 Pillow Cases
1 King Bed Skirt
4 King Standard Rooms have Hearing Accessible doorbell
King & Queen Standard Bathrooms
1 Large 1/2 Length Mirror
2 Wrapped Paper Water Cups
1 Amenity Holder
1 Shampoo
1 Conditioner
1 Lotion
2 Soap dishes
1 Tissue Box Cover
1 Tissue Box
1 Bar Hand Soap
1 Bar Body Soap
2 Toilet Paper Holders
2 Rolls Toilet Paper
1 Wall Attached Hair Dryer
2 Towel Bars
1 Shower Curtain
3 Small Bathroom
(Middle Suites Only).
1 Decorative Mirror
3 Wash Clothes
3 Hand Towels
'Soap dishes
1 Tissue Box Cover
Tissue Box
1 Bar Hand Soap
1 Trash Can with Liner
2 Rolls Toilet Paper
2 Toilet Paper Holders
1 Wall Attached Hair Dryer
1 Towel Bars
1 Marble Counter Vanity
1 Toilet
'Sprinkler Head
2 Wall Lighting Sconces
1 Toilet
1 Marble Counter Vanity
3 Bath Towels
3 Wash Clothes
3 Hand Towels
1 Bath Mat
2 Wall Lighting Sconces
1 Marble Counter Vanity
1 Toilet
1 Tub with shower & attached Soap dishes
1 Adjustable Shower Head
1 Trash Can with Liner
1 Sprinkler Head
King Suite Bathrooms
5 Large Bathroom- All Suites
1 Large 1/2 Length Mirror
2 Wrapped Paper Cups
1 Amenity Holder
1 Shampoo
1 Conditioner
1 Lotion
2 Soap Dishes
1 Tissue Box Cover
1 Box Tissues
1 Bar Hand Soap
1 Bar Body Soap
2 Toilet Paper Holders
2 Rolls Toilet Paper
1 Wall Attached Hair Dryer
2 Towel Bars
1 Sprinkler Head
2 Wall Light Sconces
1 Ceiling Light Sconce
1 Decorative Picture
1 Suite has Handicap Accessible Roll -In Shower
3 Bath Towels
2 Bath Mats
3 Hand Towels
3 Wash Clothes
1 Trash Can with liner
1
1 Toilet
1 Walk -In Shower with sliding doors
1 Whirlpool Tub
1 Marble Counter Vanity
Guest Room Inventory- 55 Standard Queen Room
2 Queen Headboards
2 Queen Mattresses
2 Queen Box Springs
2 Queen Bed frames
2 Full length closet mirrors
1 Closet shelf
1 Clothes bar
5 Men's hangers
5 Women's hangers
1 Ironing board holder
1 Iron
1 Iron board
1 Iron board cover
1 Luggage rack
1 DND Sign
1 Hospitality Center with Marble counter
1 Microwave
1 Keurig Coffee Maker
2 Paper Coffee Cups
2 Coffee Lids
2 Coffee Creamers
2 Regular Coffees
1 Decaf Coffee
1 Tea
3 Condiment Kits (sugar, napkin, stir stick)
1 Sugar Caddy
1 Keurig Stand
1 Keurig Instruction Sign
1 Coffee Tray
1 Ice Bucket
1 Ice Bucket Liner
1 Ice Bucket Tray
2 Wrapped Paper Water Cups
1 Refrigerator with Freezer
2 Laundry Bags with Pricing Sheets
1 Three Drawer Dresser with Marble Counter
1 Flat Screen TV with Remote Control
1 Hotel Directory Binder
1 TV Guide
1 Entry Door Hotel Map
1 Entry Door Locking Bar
1 Smoke Detector
2 Sprinkler Heads
1 Attached Wall Door Stop
1 Ceiling Entry Light Sconce
1 Decorative Wall Mirror
1 Desk Lamp with 2 Outlets
1 Telephone with Speaker phone option
1 Notepad Holder
1 Notepad Paper
1 Internet Cable with Box Cover
1 Desk with Drawer & Internet Instructions
1 Herman Miller Desk Chair
1 Trash can with liner
1 Floor Lamp with Shade
2 Black Out Curtain Panels
2 Full Length Decorative Curtain Panels
1 Valance
2 Sheer Curtain Panels
1 Oversized Chair
1 Ottoman
1 Small Side table
1 Hilton Promise Card
1 Decorative Wall Picture
1 Nightstand with drawer
1 Lamp with Shade & 1 Outlet
1 Telephone
1 Telephone Instruction Card
1 Notepad Holder
1 Notepad paper
2 Pens
1 Bible
1 Telephone Book
1 Alarm Clock Radio with Preset Stations,
1 Decorative Wall Picture
1 Thermostat
2 Queen Bed Skirts
2 Queen Flat Sheets
2 Queen Fitted Sheets
2 Queen Inserts
2 Queen Duvet Covers
3 Feather Pillows
3 Polyester Pillows
6 Pillow Protectors
6 Pillow Cases
2 Queen Mattress Pads
2 Queen Standard Rooms have Hearing Accessible Doorbell'
3 King Middle Suites & 2 King Corner Suites
1 Icing Headboard
1 King Garden Sleep System Mattress
1 King Bed frame
2 Full length closet mirrors
2 Closets with shelf
2 Clothes bar
10 Men's hangers
10 Women's hangers
1 Ironing board holder
1 Iron
1 Iron board
1 Iron board cover
1 Luggage rack
1 DND Sign
1 Hospitality Center with Marble counter
1 Microwave
1 Keurig Coffee Maker
2 Paper Coffee Cups
2 Coffee Lids
2 Coffee Creamers
2 Regular Coffees
1 Decaf Coffee
1 Tea
3 Condiment Kits (sugar, napkin, stir stick)
1 Sugar Caddy
1 Keurig Stand
1 Keurig Instruction Sign
1 Coffee Tray
1 Ice Bucket
1 Ice Bucket Liner
1 Ice Bucket Tray
2 Wrapped Paper Water Cups
1 Refrigerator with Freezer
1 Steel Sink
2 Laundry Bags with Pricing Sheet
2 Three Drawer Dresser with Marble Counter
2 Flat Screen TVs with Remote Control
1 Hotel Directory Binder
1TV Guide
1 Set Dividing Doors (Living/bedroom)
1 Entry Door Hotel Map
1 Entry Door Locking Bar
2 Smoke Detectors
3 Sprinkler Heads
1 Attached Wall Door Stop
2 Entry Ceiling Light Sconce
1 Decorative Wall Mirror
1 Desk Lamp with 2 Outlets
1 Telephone with Speaker phone option
1 Notepad Holder
1 Notepad Paper
1 Internet Cable with Box Cover
1 Desk with Drawer & Internet Instructions
1 Herman Miller Desk Chair
1 Trash Can with liner
2 Floor Lamps with Shade
4 Black Out Curtain Panels
4 Full Length Decorative Curtain Panels
2 Valances
4 Sheer Curtain Panels
1 Coffee Table
1 Oversized Chair
1 Ottoman
3 Small Side table (4 in corner suites)
1 Hilton Promise Card
2 Decorative Wall Picture
1 Sofa with Pull Out Bed & Mattress Pad
2 Nightstands with drawers
4 Lamps with Shades & 1 Outlet
1 Telephone
1 Telephone Instruction Card
1 Notepad Holder
1 Notepad paper
2 Pens
1 Alarm Clock Radio with Preset Stations
2 Thermostats
Clear Sofa Bed Bag
1 Blanket
1 Pillow
1 Fitted Sheet
1 Flat Sheet
1 King Flat Sheet
1 King Fitted Sheet
1 King Insert
1 King Duvet Cover
2 Feather Pillows
2 Polyester Pillows
4 Pillow Protectors
4 Pillow Cases
1 King Bed Skirt
5 Handicap Accessible Rooms
3 Kings & 2 Double Queens
All the same accommodations as a Standard King & Queen Room PLUS
Grab Bars around Tub & Toilets
Removable Shower Seats
Moveable Shower Head
Wheelchair Accessible Bedroom (Larger)
16 Standard Queen Rooms have dividing doors between them
10 Handicap to a Standard Room have dividing doors between them
Area.
Quanity.
Description
Elevator`Entran
Foh Inventory
Forks
436
Knives
203
Soupspoons
97
Teaspoons
35
Sandwich Knives
60
Steak Knives
60
Coffe Cups
47
Hot tea tins
14
Bev Glasses
171
Ice tea bins
3
Small trays
8
Lg trays
5
Bev Trays
11
pizza spatulas
10
S&P Shakers
99
Sugar Caddies
42
Tea Boxes
3
Fajita Mitts
12
Lg Ramekins
86
Small ramekins
173
7" Round
73
7" Triangle
30
Lg Triangles
5
Square Bowls
24
10" round
45
Sandwich Plates
30
Rectangle Plates
28
Salad plates
35
Lg Ovals
18
Lg Bowls
30
Soup Bowls
59
Au Jus cups
16
Creme Brulee dish
17
Rm Service plates
30
Fajita shell Cont.
13
Round Cast Iron
12
Water Pitchers
5
Lg Desert Platter
12
Electric Hot box
2
Coffee Pots
3
Ketchup Pump
1
Soup Pans
3
Soup Lids
2
Tray Jacks
7
Booster seats
4
Baby slings
3
1 High Chairs
6
Lg U booth tables
3
Corner Booth Tables
3
Small Booth tables
4
Booth tables
16
Lg tables
9
Small Tables
5
high top tables
6
Chairs
40
Bar chairs
34
1 L Glass Pitchers
26
Wine flight glasses
22
Flight holders
5
20 oz Glass
21
Lg Mason jar
5
Small Mason Jar
10
Shot glasses
12
Rocks Glasses
35
Collins glasses
17
Mixing tins
4
Pint glasses
52
Lg Martini Glasses
11
Wine glasses
23
Champagne Flutes
8
Derby Glasses
4
Snifters
6
Boh Inventory
Lg Cutting Boards
10
Cutting boards
3
Small Cutting Boards
11
Sheet Trays
123
Half sheet Trays
35
2" Hotel Pan
10
4" Hotel pan
7
6" Hotel Pan
6
21" Half Hotel Pan
13
4" Half Hotel Pan
12
6" Half Hotel Pan
11
2" Perforated Hotel pan
2
4" Perforated Hotel Pan
10 •
2" Half perforated
2
4" Half perforated
2
4" Metal 1/6 pan
11
6" metal 1/6 pan
34
metal 1/9 pan
8
Butter roller
1
Yellow Plastic tub
4
4" Plastic 1/6 Pan
17
6" Plastic 1/6 pan
85
Plastic 1/9 pan
78
6" metal 1/3 pan
52
4" metal 1/3 pan
18
Plastic 1/3 pan
29
1/2 pan lid
14
Hotel pan lid
10
1/6 pan lid
20
1/3 pan lid
12
5 Gallon sq w lid
8
1 Gallon sq w lid
26
2 Gallon sq w/lid
3
1/2 Gallon sq
5
Sm Rectangle Gallon w/lid
20
Large Mixing bowl
3
Mixing bowls
10
Small Mixing bowls
4
Sunkist slicer and blade
1
Tomato Slicer
1
Juliene slicer
1
Dicer
1
Hobart Slicer
1
Food processor
1
Bag Sealer
1
Hobart Mixer w/attchments
1
Gallon pitcher
3
2 Quart Pitcher
1
1 Quart pitcher
2
Ounce scale
3
Lbs Scale •
1
Colanders
2
yellow tub
3
Salad Bin Targe
2
Salad bin
10
Perforated salad insert
10
sm fry pan
6
medium fry pan
12
Large fry pan
3
Fajita skillets
34
Salad Spinner
1
Sauce pan
5
Bread Tongs
4
Small tongs
6
Large tongs
3
1oz ladle
20
3oz ladle
3
6oz ladle
3
8 oz ladle
1
10 oz ladle
4
Small Scrapers
5
Lg scrapers
4
Lg metal spoons
9
8 scoop
2
10 scoop
2
12 scoop
2
20 scoop
5
24 scoop
2
30 scoop
4
40 scoop
1
60 scoop
1
70 scoop
1
Whire whisks
10
Banquet Inventory
Chairs
82
1/2 Tables
28
Full Table
6
Long full table
7
Electric Hot box
2
Chafing bases
5
Chafing Lids
5
Long table skirts
10
Short table skirts
12
Round tables
14
Podium top/ Microphone
1
Easels
5
Whiteboard
1
Rolling bar
1
Banq beer bin
1
Black Beverage Bin
1
Stainless bev bin
1
Fruit displays
2
Great American Grill Inventory (2014)
1. Coffee Cups —100 ea.
2. Knifes- 154 ea.
3. Forks- 136 ea,
4. Spoons — 138 ea.
5. Coffee cup saucers- 73 ea.
6. Cereal bowls- 70 ea.
7. Banquet glasses- 481 ea.
8. Margarita glasses- 2 ea.
9. Daiquiri glasses- 5 ea.
10.Champagne glasses- 9 ea.
11.Wine glasses (various sizes)- 38 ea,
12.TaIl flute glasses- 17 ea.
13.5m, Square 12 oz, glasses- 41 ea.
14.Textured juice glasses- 12 ea.
15.Textured water glasses- 33 ea.
16.Dinner plates- 112 ea.
17. Creamer dishes- 204 ea.
18.Orange sugar bowls- 18 ea.
19. 6 inch clear plates- 37 ea.
20.8 inch clear plates- 23 ea.
21.Juice glasses- 70 ea.
22.Wine glasses- 22 ea.
23.Salt and pepper dispensers- 44 ea.
24. Tall clear glasses- 7 ea.
25.Stainless steel tea containers- 9 ea.
26.Water craft- 17
27.12 oz. pitcher- 2
28.10oz. pitcher- 14ea.
29. Insulated Black and white coffee server's small- 5 ea.
30.Insulated Black and white coffee server's large- 3ea,
31.3 Gal. coffee dispensers- 7 ea.
32.1.5 Gal. coffee dispensers- 9 ea.
33. Water glasses- 20 ea.
34. Bar stools- 4 ea.
35.Dining chairs- 42 ea.
36.Rectangle tables- 12ea.
37.Square tables- 7ea.
38.Wood high chairs- 2 ea.
39.Booster chairs- 2 ea.
40.Plastic grey cart -1 ea.
41.Brown dish tubs- 5 ea.
42.BIack banquet cart- 1 ea.
43.60 gal. Garbage can- 2 ea.
44.15gal. Garbage can -2 ea.
45. Waffle'iron- 2ea.
46.Silverware Containers- 3 ea.
47.3 tier metal stands -2 ea.
48.1 Gal. garbage can w/ lid- 3 ea.
49.Tan flat racks- 3 ea.
50.Grey glass racks- 2ea.
51.Grey pronged dish rack- 3 ea.
52,Cookie baking trays- ilea.
53.Wheeled cart for cookie trays -1 ea.
54.3 drawer plastic storage unit -2 ea.
55.Glass water despencers-3ea.
56,Toaster-lea.
57.Toaster oven -1 ea.
58.Large oval metal Displays 3ea.
Great American Grill Inventory (20014)
1. Plastic cutting boards -6 ea.
2. Metal cutting board holder -lea.
3. 16 in, pizza pan trays 15 ea.
4. 16 in, pizza trays with holes -8 ea.
5. S.S. rec, serving trays lg.-2 ea.
6. S.S. rec serving trays sm. - 3 ea.
7. S.S. serving platter rnd. -4 ea.
8. S.S. 2 handled pizza cutter- lea.
9. Blk. handled pizza servers -8 ea,
10. Wht. Ceramic serving platter- 10 ea.
11. Wht. Crockpot small -1 ea,
12. Blk, blender -1 ea.
13. S.S. cake display tray -4 ea.
14. Ceramic cake display tray -1 ea,
15. Clr, Ceramic cake display lid -1 ea.
16. Wooden handle pizza spatula -1 ea.
17. Sauce pan 5 qt. -1 ea.
18. Sauce pan 3 qt. -1 ea.
19. Sauce pan 2 qt. -1 ea,
20. Sauce pan 1 qt. -1 ea.
21. Sauce pan %a qt, -1 ea.
22. S.S. mixing bowl Ig. -2 ea.
23. S.S. mixing bowl med. -1 ea.
24. S.S, cylinder pan lg. -1 ea.
25. S.S. cylinder pan med. - 4 ea.
26. S.S. hot well sauce pan -1 ea.
27, S.S. hot well sauce pan hinged lid -2 ea.
28. Ladle 4 oz. - 6 ea.
29. Ladle 3 Oz. -1 ea.
30. Ladle 2 oz. - 2 ea.
31. Tongs 9 Yz in. -3 ea,
32. Tongs 7 in, - 2 ea.
33. Plastic ladle 1 oz. - 2 ea.
34. Plastic spatula red - 2 ea,
35. S.S. handle serving spoon - 2 ea.
36. Blk. Handle serving spoon - 3 ea.
37. Blk. Handle slotted serving spoon -1 ea,
38. Wooden handled spatula -1 ea.
39. Sq. 2 qt. plastic container - 4 ea.
40. Sq. 4 qt. plastic container - 4 ea.
41. 2 qt.- 4 qt, lid green -10 ea.
42. S.S. 4 slotted toaster elec. -1 ea.
43. Hot well pans deep full size -3 ea,
44. Full size hot well lids -1 ea.
45. Full sized hot well lids hinged -1 ea.
46. % size hot well pans deep - 4 ea.
47.1/2 sized hot well lids -3 ea.
48. 1/3 sized hot well pans deep - 2 ea.
49. 1/3 sized hot well pans shallow -1 ea.
50. 1/3 sized hot well lids - 3 ea.
51. Full size cooling grates - 2 ea.
52. % sized cooling grates -2 ea.
53. Case display metal 19x16x22 3 tiered -1 ea,
54. Case display clear containers 19x16x22 - 3 ea.
55. Pan fry aluminum 12 inch -1 ea.
56. Pan fry aluminum 8 inch. - 4 ea.
57. Wooden mop handle - lea.
58, Brooms red - 2 ea.
59, Lg. glass bowls -10 ea.
60. Lg. ceramic bowls - 2 ea.
61. Non powered push sweepers -2 ea.
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EXHIBIT "1.1(g)"
List of Contracts/Vendor Relationships to be Assumed by Buyer
1. Schinder Secure EW — Extended Warranty Agreement between Schindler Elevator Corporation
and Hilton Garden Inn (see attached).
e(Aug, 18. 2006;: 6:28AM,as23Nilton Garden Inn, DubugtleENDUE
Sc
1..J
sr Sect)/
EW
ruled
atm
Schindler Elovator Corporation
trios Wright Street
Madison, WI 53704-2670
Phone! ON -237470$
Frac 606.237.5715
Tot Hilton Gardidir Ins '
1801 Greyirolmd rack firma
Dubuque, )A62001-2381
Agit For:
No. 1498 P. 2 112
Schindler
und
Part ' Rd Dtuis in buque,ou of 1A 58ll other 2001 1 ard tthhigs Agreement ttkee precedcmre overit or psi forth in ti'wt Contract gar, arts for tlwmlrden lnn pMeot, or tosefori at Bot t 1'0 from any anal
doournentt associated with the project,
Schindler warrants that the Equipment as. fumwned WIR Graph' with the contractual rapeafirpationi a tions; propbtly Sallied, Sohindter wlff, et
it.e dense, correct any deft—, and worlminnshlp and materials ocotarhtg for 5 yarn from septefnbur23, 2005, which are dart to ordinary wear and tear
and not to ImplOper use, Cara, or'vardaIIOJf. Scikndk is total curnAtiVe Ilabflty untie this warranty or anything done bt o election therewith, irdluding
breach, shall not mxceed the price of the part upon which auop rralxllty'baaed. The warranty provided twain Shall be Vold if inspection / repair ig porfotmed by
semitone other than Schindler Elovator pcip0r icon, in a manner less than Schindler ;.levator Corporation's standet'dll, Schindler EJevater Corporation
maintains high and tigld standards fur its peragnnet in prochret loxmtedge rued traiik78 reyulrernenta In addition, schIndler Wit extend the routine inspection
rilasary to maInt In this warrant` in forge through Septurnl:4r 22, 2011. NS warranty shall be extended for sddiHonal bods or 5 years unless tarrnineled
by tither parry by written notice not leas than 90 (ninety) days perm the ab'Ve date or the termination data of any renewal period. Thea Agreement w111 ha
assigned to any elicceasor in interest, should your Inleneat be temllnaled plot to the above date, or prior t4 the expiration date of any subr querd renewal,
upon notification to and acceptance by us of such assignment,
As park of its inspection requtremattts,.9chindler will regularly anamin@, clean, lubricate, adJtt4t And wham conditions warrant, repair or replace brok®n of
maiFuttctiontng el:WT.onente, Inolud1fl : an labor and material to keep Equipment running to original spedtieatlone lay Schindler, the ortginel Equipment
rn nufacturer.
Seo attached Equipment (1st Far aLr33CIl IOU egglaPinorrteavarQd by thisaiMatnerrt,
yve 1fi1LL remotely riles far (if applicable) those functions of th¢ EquuIIpmetst d ata a> loh a � � ars.
Monitoring System ("sRM1 will aUtelneticalty notify us if any tnonilo °tap°
nsrit pamatWE WILL
then communicate with you to 1eduts appropriate seretse mils. Monitoring will be performed on a 24 asci, 7 day be and will communicate toil frees va1h
our CUSTOMER SERVICE NETWORK using dedle41ed elevator telephone service. Tim operation and rnerilloriraj of SRM is contingent uponavailabilityn
end maintenance of dodtoatod elevatortelephone service_ You have the responsibility to Viral, maintain and pay for Stroh telephone sarvkr,
and to otify us
at anytime of eery lntamrpOon of tech telephone service
Toil will provide the proper whing diagrams for the Equipment covered, These diagrams writ remain your property, and will be maintained by Schindler for
use In troubleshooting and sop/icing the EgWptnent.
Schindler will usn only competent technicians specially trained to service this Equ.ripmert. Kerne beyond SchIndl#I'o control, eudh vandalism and ebbe of
the Equipment are not coveted under Sctilndter'S Inspection f tpbnsibnitlea, Sohlndler writ provide emergency warranty service endior repair work an a
twenty-four (24) hours a day, seven (7) days a week baste, mxlud<ng elevator trade holidays. If you authorize callbacica outside regular working hours, en
weekends, or on elevator !tacit holidays, Sotthdter win invoice the Owner at Schindler's standard Wing rates, including travel time and acpenses.
For emergehGy repairs, please notify Schindler st 1,2W -22S-9123, The fonov,ing mien nnetlun wit' be required;
Bulltlincl Identification Nitrrilr, A brief deapripfion of the problem.
The price of this extended warranty agreement shat) be $379.0O (boli ) per month, payat e in quarterly Instruments of $1,137,40, plus any applicable sales,
use or other taco. You may chows to make payments on a semiannual beefs, for a discount of 196 (ramal here If semi-annual , ), or on An annual basis,
for 5% d15count (utilise frets If annual ,). The price shall be arliueted annvalry as of the date of the kcal labor nate adjustment, to reflect changes In
Schindler Costs For labor and materiels, For purpostes of these txliustments V41.10 of this pace strait bit considered labor end win be te t' d based on
ahange5 In the local mechanic hourly labor tate, and 5.37.90 be eonei44wad material enc( Will be acrrtrsted based on changes In the Producer Pito lndaX for
Matats and Metal Products, published by the LLB. Department of Labor, It there is a coley In determining a new labor rate, we wNi nofifyyou and e4just the
petite at tate dime of such determination, and wa win tetroectively bin or twee Credit, es appropriate, for the period of rtrch delay.
The Secure remits and nondttions 0teotIod hove to are irrwrpareted hareln by r'AN-aloe,
A oepta"rnoe by you aa ownor's agent or authorized reprr�ereativs and subsequent approval by ouraut otlred representative Wi1i be required to validate this
agreement.
Prnpoeod Sy, Filial Nelson
Estimate Nurnber, BNEN.6J9SP4 (2)06.2)
Data: April 13, 2006
4d By! Jim Ritter Act:apted
For: Schindler Elevator Cnrporatlon
Date: e /, e f oG
Peso) ur3
g"NAN 6J9S)?4'
Por. Huron Garden ihrr
Date, 7' % " 0 4�
Ak,(.-..'-9-6-1()-t, kh. (r�, I-�o-rn (navJty f
'0(Aug, 18. 2006;: 6:29AM.es20HiIton Garden Ion, DuI)Uque[NDLER
813
Secure Terms and Conditions
CxeludW from $ohindler's inepection.reeponeiblitt are the followings cob dares end ramWNt9bla cab panels; rib mitrof8 and handrails; power
Hoistway door hlnteo, panels, frramoe, gates and albdoom, s; Cabs and cab flooring; Q P
switchea, h18es and feeders to controllers; fight fixtures and lamps; cover plates for algae' fbdures and opeYeting stations; smoke delectore; oleenihti of cab
emerge afld'�� 6 generators: enter�ol oy�ccaab lighting; nd connmunicaall tog and tion d I�om o or sys?em9: it crnrcddoner' Or heat portion whioh exp=ed In the aitv,hine room and ters, ryernade phanea an
emergency power
card readott. Exterior panels-, skid And neck pahois: balustrades; telarnplrrg 4f Illuminated balustrades; power swiichea, fuses and feeders to enntro er8;
GinOf (Mittel as g�onlhY
garB
hum erigmi histoatkn, o no toger T1 from the original e lent manUftetrrer 8Iustry pale r p �ble y byrelabilmon.j
Other than title, there oro no additional warranlleo er gUar rbtee9, expressed or Inrplle;t, including but not limited to, warrantlee of inerchantoblhiy or filnees for
G pprticular purpose, which ore altpreSsly die^ Iced.
The purchaser agrees to provide $chlndier with full and free access to tho Equipment to render irtapeotior Jservice thereon, to provide a safe work place for
Sohlndlor's employees, and to remove any hazardous matorlaI In nocor'dihovi with applicabi® Taws and regulations.
Schindler has used Its price On the assumption that, In performing the Werk required by this Agrr n� will no n i tter for any adverse h vine an Unusual
fUnu
or edverOe effect on ins Egvlpttlent or the oiroumsia� under which It must perform rho work, a
lting
froi such conditions. pending n of tt
Sandler encounters
I one, it may mat Its option, cf9saes in dttthe s costa,o 00e of Inspabligection and its warranty Uon under
the
Possession or control of the Equipment shall remain with ttia Purchases', and the Purchaser shall retain its normal ruSpvnslblllty and IlabMty egl Owner,
Possessor, or Gustodfian of the Equipment, The Purchrtear agrees to et all renes cerofully monitor' tura Equiptnetit and Its use and, In the avant of the
plonaor`deionpprblormerdnugesusentIrnnctt etthe
unit
m mice, eruct barriers arid purwamin to prevent uno of he
prdmptly the Bo, mr rmve Network,
Schindler harltsby dtnGlairre narponstility for accidents, Injuries or malfunedonid related to mtsuse of the Equipment or vandellarh, or for obooleooence, or other
canes beyond our control, or far Equipment failures not detectable upon normal emmination or otherwise hat toUnd t9 bo the result of Sohlndler's speollte
negligent act or omission, •
Schindler vAu not be responsible Hit' A loss, damage. detention, or delay caused by sitfkna, lookouts, labor troubles, er disputes, fire, explosion, theft,
earthquake, severe or unusual walther sand UOne, thartage of mat m or workers, malicious miachlef, war, governmental orders, feta of Gad, or by any other
rrauge beyond its control. Schindler will In no event be liable for epee', Indirect, ineidentai or consequential darnagee.
send 'ellen notivo rsasonabty ol#scdbing thefgulthe
If either party chair default in the performance of any of its abi'r4Attons, the noriedrffaArrUing party may to Cum lne tl�utt, or if totingcodomme.nceIftd,
defaulting party, Within reasonable tirrrw (not to exceed (10) days), does net commence to take reasonable slaps
falls to carry the cure to reasonable and timely completion, the non-defaultIng party, by a further ten (10) days wrKien wilco, may terminate this Agreement,
Invoices (Including Invoices far (zXtra work outside the fixed pdGe) will be peld upon presentation, on or berm the last day of the month prior to the billings
period, Leta ornan•payments vni result In:
(a) Interest on past due amounts et 1 YA per' MOO or me lJigheat legal rate available;
(b)Termitration of the Agreement on ten (10) days prior written hetlea; end
(o)Attomays' fees, mate of collection and any other appropriate remedy for btaech of contract.
Any proprietary material, inforrrretlOn, data er devloas contained In the equipment or work provided hereunder, ar any component or feature thereof, remain$ our
property, This includes, buk to not limited to, any tools. devikan, rrtantrals, software (which is oubteot to a limited ficetr#0 far use in th lldwo Wil
equipment only), modems, course! eoccos1 object codas, passwords and the Schindler RoMtea Monitoring fed" ("SRM`) (V applicable) which
deactivate and remove IF 1118 Agreement Is terminated,
You will prevent access to The Equipment, Including Bic SRM feature and/or d dicuted telephone Tina IF applicable, by anyone other than ue. Wewill not be
responsible for any claims, lasses, demands, lawsultn, judgment, vetdlete, awards or settltlrnente ('claimer) dieing from the use Of misuse of SRM, If it tar any
portion of it has been modified, tempered w)ih, mioUtrOd Oi" abused, We will not be responsible for use, mtsslst, or tnletnterpr atlon Of the repotte, mita,
signals, alarms or other such SRM output, nor for elalirre arising from apse or omissions of others in connection with SRrd or from lnitrruptlons of telephone
aervloe to SRM regardless of Gauze. You agree that you will defend, Indemnify and hold on harmless from and archei any such olefirns, and from any and all
claims arloing out of or In corrnodtien With this Agreement, and/or the Equipment, unlete soused directly and solely by our eStgbathect fault.
No. 1498 P. 3
ler
Pngc2df3
t11YRN.6]9SP4
20b693
a�Aug, 18._ 2006;; 6.29AR082aHilton Garden Inn, Dubuque[ND'—ER
eo
Qhy biarrafmourev
Hilton Barden Inn
1801 dreyhound P9'IC Rd Dubuque, IA 82001-2381
2 Schindler I1ydf;8Ulic FARcnnggr` Cax 1, Car
Hilton garden Petr!
Equipienft Lim
No, 7498 'P, 4 e4
Schindler
Pago 3 oF9
SNIN-Gi9SP4
2006,,}
3G/OR 3000 150 c1119
Schedule 1.1(g)
List of Seller's Reserve Accounts
The following reserve accounts of Seller shall be Excluded Assets:
1. Property Tax Reserve
2. FF&E Reserve.
EXHIBIT "1.1(j)"
List of licenses, permits and certificates of occupancy to be Assigned to Buyer
See attached:
1. States of Iowa Alcoholic Beverages Division License No. LB0001955 dated October 6, 2013
(Class B Liquor License).
2. State of Iowa Department of Revenue Retail Sales Tax Permit No. 1-31-023179.
3. State of Iowa Department of Inspections and Appeals No. RSDU-2813470 — Food
Service/Restaurant License dated October 20, 2013 (Houlihan's).
4. City of Dubuque Fire Department Occupant Load — Houlihan's.
5. City of Dubuque Health Services Department — Food Service/Restaurant Inspection (Houlihans
and Hilton Garden Inn).
6. Iowa Department of Public Health — Swimming Pool & Spa Registration.
7. City of Dubuque — Certificate of Occupancy — Building Permit No. B05-0093.
8. State of Iowa Department of Inspections and Appeals No. RSDU-2813471 — Food
Service/Restaurant License dated November 1, 2013 (Hilton Garden Inn).
9. State of Iowa Department of Inspections and Appeals No. HODU-2813472 —Hotel/Motel License
dated November 1, 2013 (Hilton Garden Inn).
10. State of Iowa Labor Division: Elevator, Boiler & Amusement Ride Bureau State ID No. 11505.
11. State of Iowa Labor Division: Elevator, Boiler & Amusement Ride Bureau State ID No. 11506.
BEVERAGES
DIVISION
L\\ALC0H0LIC
Stato of Iowa
LB0001955
LICENSE NUMBER
State of Iowa
Alcoholic Beverages Division
October 6, 201.3
Dubuque Casino Hotef;.:..LLC ... .
Hilton Garden Inn / Houlihan: Restaurant
1801 Greyhound Park Dr...
Dubuque, IA 52001
EFFECTIVE DATE
'LICENSE AND PRIVILEGES
Class 6 LiquorLicense (LB) (Hetet/Motel)
Outdoor Service
'10/06/2013 to 10/05/2014
FEES
$1,690.00
Sunday Sales
10/06/2013 to 10/05/2014
$0.00
$338.00
$2,028.00
'; •
October 55, 2014
EXPIRATION DATE
• This license is a personal privilege and is
subject to civil penally, suspension, revocation
or cancellation, as authorized pursuant to Iowa
Code Ch. 123,
This license is not deemed to be property, nor
is it subject to attachment, execution,
assignment, nor is it alienable.
IOW' • J COLO, IC BEVERAGES I.VXSION
STEPHEN LARSON
Administrator
State of Iowa
Department of Revenue
Retail Sales Tax Permit
1-31-023179
R1012c (06103)
DUBUQUE CASINO HOTEL LLC
is entrusted to collect tax for the State of Iowa and to engage
in and transact business as a retailer within this state at:
HILTON GARDEN INN/HOULIHANS
1801 GREYHOUND PARK DR
DUBUQUE IA • 52001
libini
v�
Director of Revenue
NONTRANSFERABLE
POST IN CONSPICUOUS PLACE
STATE OF IOWA
IOWA DEPARTMENT OF INSPECTIONS AND APPEALS
NO.RSDU-2813470
FEE $ 303.75
DES MOINES
:FOOD S ERVICE/RESTAURANT LICENSE
HOULIHANS,
DCH LLC4
.,,2500,N'DALLAS'PKV , STE 600
PLANA, TX/5093
NTED THE ABOVE
THE AFORESAID, TO CHAPTER DEPOSITED 7F, CODE OF IOWA, THISDFEE, IS HEREBY LIC NSE SHALL REMAIN IN FULL FORCE FROMICENSE
THE DATE
PURSUANT
OF ISSUE UNTIL ITS EXPIRATION DATE, UNLESS OR SUSPENDED FR CAUSE BY THE DIRCTOR
OF INSPECTIONS AND APPEALS FOR NONCOMPLLIIANCE WITH CHAPTER 37F,LODE OF IOWA OR RULES
PROMULGATED PURSUANT THERETO,
- LICENSE FOR FOLLOWING LOCATION
1801 GREYHOUND PARK DR •
DUBUQUE, IA 52001
DATE OF ISSUE October 20, 2013
EXPIRATION DATE October 20, 2014 .
it 3,-; a.
DIRECTOR
JI
This license issued by:
City of Dubuque Health Services Department
1300 MAIN STREET
DUBUQUE, IA 52001
Phone: (563) 589-4181
Email: health@cityofdubuque.org
Web Site: www.eityollbibuque.org
Tr/ rF D
V ',Lilo
TP Tin 7#
UO 1, Fir
-
FIRE TIVENT
• OCCUPANT LOAD OF
• Houlihan's
IS LIMITED TO.
I :6
PEOPLE
• 0 c--/obe,r 01,00,5-- •
VALID FIVE YEARS FRONI THIS DAIT
szcnoN 321/2, UNIFORM FIRE CODE
FIRE MAR
OFFICE
usammentaMemasai....M.
Inspection Notes
otest While not marked as a violation it is rccommended that menu items and consumer advisory be easier to rend (more conspicuous) on menu.
11
It.
Page 1 of 1
City of Dubuque Health Services Department
Food ServicetRestaurant Inspection
HOULIHANS RSDU2813470 Type: Other food service establishment Sub Type: Fast Food
1801 GREYHOUND PARK DR DUBUQUE 52001 Dubuque County Owner: DCH LLC 563 585-5233person In Charge:KEN i3AUGEN ()FPM: Yes)
Routine Inspection on 11/01/2013, from 10:45 AM to 12:00 PM by Link, Tim
Inspection Summary (IN=B4 Compliance, OUT=Out of Compliance, NO=Not Observed, NA= Not Applicable C=eritical, S=Critical & non -Critical)
Food Temperaturealme Control . 19a)Handwashing facilities provided(C) IN
19b) Accessible/soap & towels provided IN
1) Adequate cooling for cooked/prepared food(S) IN 20) Adequate sewage/waste disposal(S) IN
2) Cold hold(C) -OUT21) Safe water source, if private: date tested(S) IN
3) Adold c IN 22)11M & cold water under pressure(S) IN
4)5Adequateheatin cooking F in 2 hre(C) forNPHF(S) N/O 23) Back tlowiback siphonage protection(S) IN
Personnel
o -heating to 165°F in 2 hrs(C) IN 24) plumbing: installed/maintained(S) IN
Demonstration
Hol Facility/Equipment Requirements
6) Personnel e a ith iofn ecowlsdge(S) IN 25) Thermometers provided/acourate(S) IN
7) operha with infections restricted/excluded(S) IN 26) Equipment adequate to maintain temperature(S) IN
8) Proper y enio pracaicc (S 27) Food contact surfaces(S) IN
9) Good bygiaint /clea ccloth sIIN 28) Non-food contact surfaces IN
10) Bair restraints/clean nt Source/Handling
clothes 29) Walls, floors, ceiling, lighting OUT
Food SoudcerotectionI 30) Ventilation IN
11 b) Food ing(S) IN IN Other Operations
1le)LateMarki g( 31) Adequate pest control(S)IN
1) Approved
Marking(C)/N Source/Sound
IN 32) Handling/storage/labeling of toxic items(C) IN
12))Handling f-touodCods(C) N)IN 33) Consumer advisory posted(C) IN
13) Handling Cg of ready-to-eationPrfoods())) j 340) Premise maintained (outside & inside) IN
15) 15) Adequate systems
Protection(C) IN • 34b) Refuse, recyclables, retumables IN
Ware aching sysfoms (HACCP or time as control)()) N/A 34c) Outdoorpremise designed/maintained IN
Mashing 34d) Inside physical facilities designed/maintained IN
16) Manual icu washing/sung(S) (SN 35) License posted/maintained(S) IN
17) Adequate
a ewas mama ung(S) IN 36) Smoking area: designated/posted IN
1 u) g facilities 1N 37) Security Plan IN
Plumbing/Water/Selvage
19) Handwashing facilities IN
Inspection Details
Critical Items
2) Cold hold(C)
PHF food not maintained at 41° F or below 3-501.16, pg 82
East line snake table warm. Alfredo measured 45.6 degrees. salad prep
refrigerator wallstaff area warm shredded cheese measured 46.5
degrees. Service was call food was corrected. Minimum allowable
temperature is 41 degrees.
Non -Critical Items to be complied with. Sball be corrected within 90 days,
29) Walls, floors, ceiling, lighting
Floors, walls, ceilings installed, are not easily cleanable 6-201.11, p 166
Grout lines are waorn and require regrowing.
Inspectors Signature:
Received Bv:
THIS REPORT MUST BE POSTED IN A CONSPICUOUS PLACE
R57
file:///C:/Users/tlink/AppData/Roaming/Inspections%20PC/inspection.html 11/01/2013
Page 1 of
City of Dubuque Health Services Department
Food Service/Restaurant Inspection
HILTON.GARDEN INN RSDU-2813471 Type: Other food service establishment Sub Type: Full Service
Owner: DUBUQUE CASINO HOTEL LLC 563 585-
1801 GREYHOUND PARK bRIVE DUBUQUE 52001 Dubuque County 5200
Routine Inspection on 12/10/2012, from 8:30 AM to 9:15 AM by Link, Person In Charge: KEN HAUGEN (CFPM: Yes)
Tim
Inspection Summary (1N=TN Compliance, OUT Out of Compliance, NO=Not Observed, NA= Not Applicable C=critical, S ri6cal & non -Critical)
Fond Temperature/Time Control
1) Adequate cooling for cooked/prepared food(S) IN
2) Cold hold(C) IN
3) Hot hold(C) IN
4) Adequate cooking temperatures for PHF(S) N/O
5) Re -heating to 165°F in 2 hrs(C) N/O
Personnel
6) Demonstration of knowledge(S) IN
7) Personnel with infections restricted/excluded(S) IN
8) Proper handwashing(S) IN
9) Good hygienic practices(S) IN
10) Hair restraints/clean clothes IN
Food Source/Handling
la) Food Protection OUT
lb) Labeling(S) IN
I c) Date Marking(C) IN
2) Approved Source/Sound Condition(S) IN
3) Handling of ready -to -eat foods(C) IN
4) Cross -Contamination Protection(C) IN
5) Adequate systems (HACCP or time as control)(C) N/A
lira rewashing
6) Manual washing/sanitizing(S) N/A
7) Mechanical washing/sanitizing(S) IN
8) Adequate warewashing facilities IN
P umbing/Water/Sewage
9) Handwashing facilities OUT
19n) Handwashing facilities provided(C) JN
19b) Accessible/soap & towels provided IN
20) Adequate sewage/waste dlsposal(S) IN
21) Safe water source, if private: date tested(S) IN
22) Hot & cold water under pressure(S) IN
23) Back flow/back siphonage protection(S) IN
24) Plumbing: installed/maintained(S) IN
Facility/Equipment Requirements
'25) Thermometers provided/accurate(S)IN
26) Equipment adequate to maintain tempelulure(S) IN
27) Food contact surfaces(S) IN
28) Non-food contact surfaces IN
29) Walls, floors, ceiling, lighting IN
30) Ventilation IN
Other Operations
31) Adequate pest control(S)11,1
32) Handling/storage/labeling of toxic items(C) IN
33) Consumer advisory posted(C) IN
34a)Premise maintained (outside & inside) IN
34b) Refuse, recyclables, tetumables IN
34e) Outdoor premise designed/maintained IN
34d) Inside physical facilities designed/maintained IN
35) License posted/maintained(S) IN
36) Smoking area: designated/posted IN
37) Security Plan IN
Inspection Details
Non -Critical Items to be complied with. Shall be corrected within 90 days.
1.1a) Food Protection
Food stored in direct contact with water or ice 3-303.12, p 65
Hardboiied eggs displayed on undrained ice. Corrected at time of
inspection •
119) Handwashing facilities
Handwashing signs not posted 6-301.14, pg 173
Post handwashing sign to bar handsink Signage is available free al
www.profaodsafety.org
Inspection Notes
Notes:
Inspector's Signature:
THIS REPORT MUST BE POSTED IN A CONSPICUOUS PLACE
i1e://C:\Program Files\State of Iowa\Inspections PC\inspection.htixil
12/10/201:
01-
•••
IOWA DEPARTMENT OF PUBLIC HEALTH
Bureau of Envjnmental Health
Lucas Stat tee Building
-0015
I 111 I le'M'i;
LLN•k,r. "tilt
1es Moin SO319.-
itle,Vo _N
Swimmin
cr.
gistration
it • 1 • t
12;-:- .,-.. !F,.0.' .4., ,..„...
...,..
Hilton Garden Inn.,,.....e...—......Ffr.;..4:4-1:7,4',1-•,,,......,-..,-.
1801 Greyhound Park D13.-••'"
Dubuque IA 52001 ----
58g-25:11 (itswiNui 1(06)
Rmistra ton #. 31-1430-033-2-F-002
italid_Firon„.05/01/2013 To: 04/3012014
IOWA DEPARTMENT OF PUBLIC HEALTH
Bureau of Envikonmental Health
Lucas Sta
Z:0wI VI: n
Swimmin
ice Building
50319-0075
egistration
il'tii, f X, kligiggs .e, ..11..,I,iii,
Hilton .Garden Inn -4-1.'tra,.4.7.......... -'4,),I...,lig5-2 agt )on #: 31-1430-033-2-B-001
P.O.e. : .i.
1801 Greyhound Park OR ...-' ,-.2.----., r•1•:!..f.•.7.r.Tr.f.:,..,,-...._....._, _ _„...,..›.,
,
...,..:.:5.,,.... ; i -
Dubuque IA 52001 7
. Valid From: 05/01/2013 To: 04/30/2014
„.s.0",..-.,.., :......,... ..t...,....., t. ,,..,,,
5 r, -255 I Oityvil.t.c1 10,96.)
TIM CITY OA
t
v
7
DUB E
CERTIFICATE OF OCCUPANCY
BUILDING SAFETY DEPARTMENT
This certificate issued pursuant to the requirements of Section' 1.10 of the
DUBUQUE BUILDING CODE
certifying that at the time of issuance this structure was in compliance with the various
ordinances of the City re i1ating building construction or use. For the following:
Use classification: Hotel Building Permit Number: 805-0093
Group: R-1 Type of construction: V-A Zoning District: CR
Building Address: 1801 Greyhound Park Drd, Dubuque IA 52001
Owner: Dubuque Casino Hotel LLC
By: Rich Russell
Date'
21 October 2005 '
Address: 137 Main St. , Ste 400 •
Dubuque IA 52001
•
Post in a conspicuous place.
Building Official
v
ra'
IOWA DEPARTMENT OF INSPECTIONS AND APPEALS
HILTON. GARDEN;INN
K,r ai
DUBUQUE CASINO HOTELLLC
2500. N DALLAS PKWY, STE 600
PLANO, TX 7509-4820
THE AFORESAID, HAVING -DEPOSITED THE REQUIRED FEE, IS HEREBY GRANTED THE ABOVE LICENSE
PURSUANT TO CHAPTER 137F, CODE OF IOWA. THIS LICENSE SHALL REMAIN IN FULL FORCE FROM THE DATE
OF ISSUE UNTIL ITS EXPIRATION DATE, UNLESS REVOKED OR SUSPENDED FOR CAUSE BY THE DIRECTOR
OF INSPECTIONS AND APPEALS FOR NONCOMPLIANCE WITH CHAPTER137F, CODE OF IOWA OR RULES
PROMULGATED PURSUANT THERETO.
- LICENSE FOR FOLLOWING LOCATION -
'1801 GREYHOUND PARK DRIVE
DUBUQUE, IA 52001
POST IN CONSPICUOUS PLACE
STATE OF IOWA
IOWA DEPARTMENT OF INSPECTIONS AND APPEALS
FEE $, • 57.50
NO.HODU-2813472
HILTON pARpEN INN •
DUBUQUE CASINO HOTEL LLC
2500 N DALLAS PKV, STE 600
PLANO, TX 750934820
THE AFORESAID, HAVING DEPOSITED THE REQUIRED FEE, IS HEREBY GRANTED THE ABOVE LICENSE
PURSUANT TO CHAPTER 137C, CODE OF IOWA. THIS LICENSE SHALL REMAIN IN FULL FORCE FROM THE
DATE OF ISSUE UNTIL ITS EXPIRATION DATE, UNLESS REVOKED OR SUSPENDED FOR CAUSE BY THE
DIRECTOR OF INSPECTIONS AND APPEALS FOR NONCOMPLIANCE WITH CHAPTER137C, CODE OF IOWA OR
RULES PROMULGATED PURSUANT THERETO.
- LICENSE FOR FOLLOWING .LOCATION
1801 GREYHOUND PARK DRIVE
DUBUQUE, IA 52001
DATE OF ISSUE November 01, 2013
EXPIRATION DATE November 01, 2014
DIRECTOR
DEVELOPMENT
STATE OF IOWA
LABOR DIVISION: ELEVATOR, BOILER &
AMUSEMENT RIDE BUREAU
1000 East Grand Avenue
Des Moines, IA 5031 9- 0209
Phone: 515-281-5415
HILTON GARDEN INN
1801 GREYHOUND PARK Dr.
DUBUQUE IA, 52001
HILTON GARDEN INN
1801 GREYHOUND PARK DR
DUBUQUE IA 52001
State 11).. 11506
Inspected Date: 10/04/2012
STATE OF IOWA
LABOR DIVISION: ELEVATOR, BOILER &
AMUSEMENT RIDE BUREAU •
1000 East Grand Avenue
Des Moines, IA 50319-0209
Phone: 515-281-5415
HILTON GARDEN INN
1801 GREYHOUND PARK Dr.
DUBUQUE IA, 52001
HILTON GARDEN INN
1801 GREYHOUND PARK DR
DUBUQUE IA 52001
HILTON GARDEN INN, 1801 GREYHOUND PARK
DR, DUBUQUE
Exhibit "1.1(1)"
See attached list of leased equipment.
NONE
EXHIBIT "1.5"
Allocation of Purchase Price
Asset Amount Allocated
Prepaids / Inventories / Supplies $57,180.00
Equipment, Furniture & Fixtures $ 875,000.00
Leasehold/Leasehold Improvements/Contract Interests $12,800,000.00
Goodwill $2,267,820.00
Total: $16,000.000.00
EXHIBIT "2"
ASSUMED LIABILITIES
Buyer shall assume the following contracts or agreements of Seller as of the Closing. However,
Buyer shall not be liable for any debts, obligations, or liabilities incurred by Seller prior to closing
(except for Nos. 4 and 5 below).
1. The DCH -City Lease.
2. The Parking Use Agreement.
3. All contracts and vendor relationships described on Exhibit 1.1(g).
4. All previously issued but unused gift certificates for the Hotel and Restaurant as described in
Section 6.8 herein.
5. Accrued employee benefits as described in Section 6.9 herein.
SCHEDULE "6.8"
GIFT CERTIFICATE VALUE
Seller shall deduct from the purchase price an amount equal to the carrying amount of the issued but
outstanding gift certificates as of the Closing Date as reflected on the most recent monthly financial
statement of Seller immediately prior to the Closing Date.
See attached email dated April 8, 2014 between Seller and Buyer.
Brian Kane
From:
Sent:
To:
Cc:
Subject:
\\
Dustin Manternach [dustinm@mystiquedbq.com]
Tuesday, April 08, 2014 11:56 AM
'Tom Gantz'
Brian Kane
RE: Houlihan's Gift Cards
Tom —
Thanks for the information. I'm comfortable with the methodology below.
Thank you for following up on this.
Also, can you forward me a draft of the financial statement review when you have it?
Thanks
Dustin
From: Tom Gantz [mailto:bikertom1 yousq.net]
Sent: Tuesday, April 08, 2014 7:42 AM
To: Dustin Manternach
Cc: Brian Kane
Subject: Houlihan's Gift Cards
Dustin, attached is the Gift Card spreadsheet showing open/closed gift cards for Houlihans I provided this same
report last November. I have requested an update.
If you look at the report, go to the beginning where it starts at 1/1/2011. There is a carrying amount in excess of
$80,000. Then, go through the list and you will see that the carrying amount never drops below $60,000. In fact,
it rarely went below $65,000 in recent year. Hence, I felt comfortable writing off $60,000 of lost or unused gift
cards, primarily coming from the $80k brought forward on 1/1/2011.
As of Feb 28, 2014 we have a carrying amount on our financials of $14,098.88
We have not, and will not, write off any cards since Nov. 2013.. The number we carry on our financials is what
we are willing to provide to the buyer at close. This exceeds our expectations of future redeemed cards.
Our method could be stated as this: we wrote off 75% of outstanding gift cards as of 1/1/2011. ($80,000 approx.
X 75% = $60,000). In essence, we wrote off anything older than 3 years.
I will provide the updated report when I receive it. If you still feel we need to discuss this in person, let me
know.
Thanks, Tom
1
EXHIBIT "9.4"
PERMITTED ENCUMBRANCES
1, DCH -City Lease.
2. Parking Use Agreement.
3. Easements and restrictions of record.
Exhibit "9.17"
Agreements Granting Third Parties Right of Use or Occupancy of any portion of Property:
1. Parking Use Agreement by and between Buyer, Seller and City of Dubuque, Iowa dated July 6,
2004, as may have been amended.
2. ,Lease Agreement wherein Seller is the lessee and the City of Dubuque, Iowa is the lessor, dated
July 6, 2004, as that Lease Agreement may have been amended.
Exhibit "12.6"
Legal Description of Real Estate
See attached.
May. 9. 2005 12:28PM CITY OF DBQ LEGAL DEPT No. 3635 P. 38
Sheet 2 of 3
Leial Description for Dubuque C99i110 Hotel,
A parcel of land lying within the Southeast Quarter of Fractional Section 18, Township 89 North,
Range 3 East of the 5' ,Principal Meridian, Dubuque County, Iowa, more particularly described .
as follows:
Commencing at the Southeast comer of said liractional Section 18 (the South line of the
Southeast Quarter of Fraotjonal Section 18 bears North 88 degrees 37 minutes 17 seconds East
for the purposes of this description);
Thence North 51 degrees 42 minutes 10 seconds West, 1642.95 feet, to the point of beginning;
Thence North 64 degrees 38 minutes 50 seconds West, 98.25 feet;
Thence North 25 degrees 21 minutes 10 seconds Bast, 85.67 feet;
Thence South. 64 degrees 38 minutes 50 seconds East, 27,46 feet;
Thence North 25 degrees 21 minutes 10 seconds East, 51.08 feet;
Thence North 64 degrees 38 minutes 50 seconds West, 22.29 feet;
Thence Northeasterly, 45.81 feet along the arc of a circular curve concave to the Southeast,
having a radius of 25.00 feet, a central angle of 104 degrees 58 minutes 10 seconds, and whose
chord bears North 25 degrees 21 minutes 10 seconds East, 39.67 feet;
Thence South 64 degrees 38 minutes 50 seconds East, 22.29 feet;
Thence North 25 degrees 21 minutes 10 seconds East, 9133 feet;
Thence South 64 degrees 38 minutes 50 seconds East, 70.00 feat;
Thence South 25 degrees 21 minutes 10 seconds West, 44.67 feet;
Thence South 64, degrees 38 roinutes 50 seoonds East, 213.83 feet;
Thence South 25 degrees 21 minutes 10 seconds West, 1'02.00 feat;
Thence South 64 degrees 38 minutes 50 seconds East, 118,56 feet;
Thence South 25 degrees 21 minutes 10 seconds West, 17.42 feet;
Thence North 64 degrees 38 minutes 50 seconds West, 182.81 feet;
Thence South 25 degrees 21 minutes 10 seconds West, 59,75 feet;
Thence North 64 degrees 38 initiates 50 seconds West, 38.17 feet;
Thence South 25 degrees 21 minutes 10 seconds West, 41.33 feet;
May. 9. 2005 12:29PM CITY OF DBQ LEGAL DEPT No,3635 P. 39
Sheet 3 of 3
Thence North 64 degrees 38 minutes 50 seconds West, 24,17 feet;
Thence North 25 degrees 21 minutes 10 seconds East, 441.33 feet;
Thence North 64 degrees 38 minutes 50 seconds West, 38,17 feet;
Thence North 25 degrees 21 minutes 10 seconds East, 52,35 feet;
Thence North 64 degrees 38 minutes 50 seconds West, 48.29 feet;
Thence South 25 degrees 21 minutes 10 seconds West, 97.26 Feet, to the point of beginning.
Containing 1,317 acres 657,364 square, feet), more or less, and subject to easements, reservations,
restrictions, and rights-of-way of record and not of record,
Exhibit "14"
Iowa Sales/Use Tax Certified Statement
Iowa Sales/Use Taxes/Certified Statement
CERTIFIED STATEMENT
STATE OF IOWA )
)SS:
COUNTY OF DUBUQUE )
The undersigned; being first duly sworn on oath, states that he is the Manager of
DUBUQUE CASINO HOTEL, L.L.C., an Iowa limited liability company, the Seller of the
assets being sold pursuant to the Asset Purchase Agreement dated the day of
2014, wherein DUBUQUE RACING ASSOCIATION, LTD., an Iowa non-profit corporation, is
the Buyer (the "Asset Purchase Agreement"). In recognition of the possible liability which may
be imposed upon successors to a retailer's business for sales or use taxes, and any penalty or
interest thereon, the undersigned warrants that the sale made pursuant to the Asset Purchase
Agreement is made in good faith as provided by Iowa Code Section 421.28 (2013), warrants that
no tax liens have been filed with respect to the property sold pursuant to the foregoing
agreement, and further warrants that no delinquent sales or use tax, penalty thereon or interest
thereon is due or owing and no hotel and motel tax under Iowa Code Chapter 423A, penalty
thereon or interest thereon is due or owing.
DUBUQUE CASINO HOTEL, L.L.C.,
Seller
By:
, Its Manager
Subscribed and sworn to before me, a Notary Public, by the said
Manager of Dubuque Casino Hotel, L.L.C., on the day of June, 2014.
NOTARY PUBLIC IN AND FOR THE
STATE OF IOWA