WHEN RECORDED MAIL TO:
RED ROCK LODGING ASSOCIATES, L.C.
2601 NO. CANYON ROAD, SUITE 000
XXXXX, XX 00000
WARRANTY DEED
11640
East Bay Lodging Associates, Ltd., a Utah limited partnership,
grantor,
of Provo, State of Utah,
hereby CONVEY and WARRANT to
Red Rock Lodging Associates, L.C., a Utah limited liability company
grantee,
of PROVO, County of UTAH, State of Utah,
for the sum of Ten dollars and other good and valuable consideration,
the following tract of land in WASHINGTON County, State of Utah, to-wit:
SG-5-2-31-3342-1
See Attached Exhibit "A"
WITNESS the hand of said xxxxxxx, this day of , 199 .
Signed in the presence of
EAST BAY LODGING ASSOCIATES, LTD.
A Utah limited partnership
-------------------------------------
/s/ Xxxxx X. Xxxxxxxx By /s/ Xxxx X. Xxxxxxx
------------------------------------- ----------------------------------
XXXX X. XXXXXXX, partner
/s/ Xxxxx X. Xxxxxxxx By /s/ Xxx Xxxxxxx
------------------------------------- ----------------------------------
XXX XXXXXXX, partner
STATE OF UTAH
COUNTY OF
On the 24th day of December, 1997, personally appeared before me
XXXX X. XXXXXXX and XXX XXXXXXX as partners of
EAST BAY LODGING ASSOCIATES, LTD., a Utah limited partnership,
the signer(s) of the foregoing instrument, who duly acknowledged to me that
they executed the same, for and on behalf of said partnership, with power to
do so given by the partnership agreement and/or amendments thereto, of said
EAST BAY LODGING ASSOCIATES, LTD., a Utah limited partnership.
/s/ Xxxxxxx X. Xxxxxxxx
---------------------------------
Notary Public
My commission Expires 11/1999 PROVO, UTAH
[SEAL]
EXHIBIT A
BEGINNING at a point S 0DEG. 48' 46" E 4.86 feet along the section line and N
89DEG. 12' 12" E, 196.18 feet from the Northwest Corner of the Southwest 1/4,
of the Southwest 1/4 of Section 31, Township 42 South, Range 15 West, Salt
Lake Base and Meridian; thence N 89DEG. 12' 12" E, 410.58 feet to the West
Line of the I-15 Frontage Road and a point on a curve to the right, the
radius point of which bears S 73DEG. 30' 44" W, 1349.86 feet; thence
Southeasterly 362.02 feet along the arc of said curve and the west line of
said frontage road; thence S 89DEG. 00' 06" W, 813.06 feet; thence S 0DEG.
59' 54" E, 144.20 feet to a point on the North line of 1470 South Street;
thence N 89DEG. 03' 46" W, 261.58 feet along the North line of said 0000
Xxxxx Xxxxxx; thence N 0DEG. 48' 46" W, 61.00 feet; thence N 89DEG. 02' 33"
E, 16.48 feet; thence N 0DEG. 48' 46" W, 99.72 feet; thence S 89DEG. 02' 33"
W, 33.00 feet; thence N 01DEG. 27' 42" W, 17.58 feet; thence S 88DEG. 32' 18"
W, 8.44 feet; thence N 0DEG. 58' 28" W, 36.63 feet; thence N 0DEG. 56' 15" E,
279.68 feet to the point of Beginning.
NON-FOREIGN CERTIFICATION
[CORPORATION, PARTNERSHIP, TRUST, OF ESTATE TRANSFEROR(S)]
1. SECTION 1445 OF THE INTERNAL REVENUE CODE PROVIDES THAT A TRANSFEREE OF A
UNITED STATES REAL PROPERTY INTEREST MUST WITHHOLD TAX IF THE TRANSFEROR IS
A FOREIGN CORPORATION, FOREIGN PARTNERSHIP, FOREIGN TRUST, OR FOREIGN ESTATE.
2. IN ORDER TO INFORM THE TRANSFEREE THAT WITHHOLDING OF TAX IS NOT REQUIRED
UPON THE DISPOSITION OF THE UNITED STATES REAL PROPERTY DESCRIBED AS
FOLLOWS:
SEE ATTACHED EXHIBIT "A"
THE UNDERSIGNED HEREBY CERTIFIES THE FOLLOWING ON BEHALF OF THE TRANSFEROR:
A. EAST BAY LODGING ASSOCIATES, LTD. [NAME OF TRANSFEROR] IS NOT A
FOREIGN CORPORATION, FOREIGN PARTNERSHIP, FOREIGN TRUST, OR FOREIGN
ESTATE (AS THOSE TERMS ARE DEFINED IN THE INTERNAL REVENUE CODE AND
INCOME TAX REGULATIONS):
B. EAST BAY LODGING ASSOCIATES, LTD. [NAME OF TRANSFEROR]'S U.S.
EMPLOYER IDENTIFICATION NUMBER IS __________________________, AND
C. EAST BAY LODGING ASSOCIATES, LTD. [NAME OF TRANSFEROR]'S OFFICE
ADDRESS IS _____________________________________________________________
________________________________________________________________________
D. THERE ARE NO OTHER PERSONS OR ENTITIES THAT HAVE AN OWNERSHIP INTEREST
IN THE ABOVE DESCRIBED PROPERTY OTHER THAN THAT SET FORTH ABOVE IN
SUBPARAGRAPH B.
3. THE UNDERSIGNED HEREBY FURTHER CERTIFIES AND DECLARES
A. I (WE) UNDERSTAND THAT THE PURCHASER OF THE ABOVE DESCRIBED PROPERTY
INTENDS TO RELY ON THE FOREGOING REPRESENTATIONS IN CONNECTION WITH
THE UNITED STATES FOREIGN INVESTMENT IN REAL PROPERTY TAX ACT.
(94 STAT 2682 AS AMENDED).
B. I (WE) UNDERSTAND THIS CERTIFICATION MAY BE DISCLOSED TO THE INTERNAL
REVENUE SERVICE BY TRANSFEREE AND THAT ANY FALSE STATEMENT CONTAINED
IN THIS CERTIFICATION MAY BE PUNISHED BY FINE, IMPRISONMENT, OR BOTH.
UNDER PENALTIES OF PERJURY I (WE) DECLARE I (WE) HAVE EXAMINED THIS
CERTIFICATION AND TO THE BEST OF MY KNOWLEDGE AND BELIEF, IT IS TRUE, CORRECT
AND COMPLETE AND I (WE) FURTHER DECLARE THAT I (WE) HAVE AUTHORITY TO SIGN
THIS DOCUMENT ON BEHALF OF EAST BAY LODGING ASSOCIATES, LTD.
[NAME OF TRANSFEROR]
DATE: 12/24/97
-------------------
OWNER: /s/ Xxxx X. Xxxxxxx
------------------------------------
BY: /s/ Xxxx Xxxxxxx TITLE: President
--------------------------------------- --------------------------
BY: TITLE:
--------------------------------------- --------------------------
(THIS DOCUMENT MUST BE RETAINED UNTIL THE END OF THE FIFTH TAXABLE YEAR
FOLLOWING THE TAXABLE YEAR IN WHICH THE TRANSFER TAKES PLACE)
CONSULT YOUR ATTORNEY AND/OR TAX ADVISOR--NO REPRESENTATION OR RECOMMENDATION
IS MADE BY FIRST TITLE OF UTAH, INC. CONCERNING THE LEGAL SUFFICIENCY AND/OR
TAX CONSEQUENCES OF THIS DOCUMENT. YOU MAY BE REQUIRED TO FILE A COPY OF THIS
DOCUMENT WITH THE INTERNAL REVENUE SERVICE. THESE ARE QUESTIONS FOR YOUR
ATTORNEY OR TAX ADVISOR.
[SEAL] ARTICLES OF ORGANIZATION
OF
RED ROCK LODGING ASSOCIATES, L.C.
The undersigned two or more persons hereby form a limited liability
company under the Utah Limited Liability Company Act and adopt and certify as
the Articles of Organization of such limited liability company the following:
I. NAME: The name of the limited liability company is:
Red Rock Lodging Associates, X.X.
XX. DURATION: The period of its duration:
The duration of the company shall be thirty-nine years from the date of
filing of these Articles of Organization with the Division of Corporations of
the State of Utah.
III. PURPOSE: The business purpose for which this limited
liability company is organized includes, but is not limited to, the following:
The Company shall engage in the business of acquisition, development and
operation of lodging facilities, and other related hotel activities, including
but not limited to the development of hotel or motel properties.
In addition, the Company shall have unlimited power to engage in and do
any lawful act concerning any or all lawful businesses for which limited
liability companies may be organized according to the laws of the State of
Utah, excluding banking and insurance, including all powers and purposes now
and hereafter permitted by law to a limited liability company.
IV. AGENT:
A. The address of the registered office in Utah is:
0000 Xxxxx Xxxxxx Xxxx, Xxxxx 000
Xxxxx, XX 00000
B. The name and address of the registered agent at the office in
Utah is:
Xxxx X. Xxxxxxx
0000 Xxxxx Xxxxxx Xxxx, Xxxxx 000
Xxxxx, XX 00000
I, Xxxx X. Xxxxxxx, do this date hereby voluntarily accept and agree to
serve as Registered Agent for Red Rock Lodging Associates, L.C.
/s/ Xxxx X. Xxxxxxx
---------------------------------
Xxxx X. Xxxxxxx, Registered Agent
V. DIVISION APPOINTMENT: The Utah Division of Corporations is hereby
appointed the agent of this limited liability company for service of process
if the registered agent has resigned, the agent's authority had been revoked
or the agent cannot be found or served with the exercise of reasonable
diligence.
VI. CAPITOL: The total amount of cash and a description and agreed value
of property other than cash initially contributed to the Company is:
A minimum One Thousand Dollars cash
The total additional contributions, if any, agreed to be made by all
members and the times at which or events upon the happening of which they
shall be made:
Additional equity contributions shall be made at such times and in such
amounts as may be agreed by the Company and the members or as provided in the
Operating Agreement of the Company.
Loans from members maybe made to and accepted by the company and are
authorized to be repaid on a preferential loan basis.
VII. OWNERSHIP: The right, if given, of the members to admit additional
members, and the terms and conditions of the admission:
Additional members may be submitted at such times and on such terms and
conditions as all members may unanimously agree and as provided in the
Operating Agreement of the Company.
Ownership interest may be transferred only upon the prior approval of all
members.
VIII. TERMINATION: This business and association shall terminate and
dissolve upon the death, retirement, resignation, expulsion, or bankruptcy
of any member. The right of the remaining members of the limited liability
company to continue the business on the death, retirement, resignation,
expulsion, bankruptcy, or dissolution of a member or occurrence of any other
event which terminated the continued membership of a member in the limited
liability company is as permitted by statute and as follows:
The remaining members of the Company may continue the business upon the
termination of membership of a member on the Company upon unanimous agreement
and as provided in the Operating Agreement of the Company.
IX. MANAGEMENT:
The Company is to be managed by its members: East Bay Lodging Associates,
Ltd., through its designated officers and agents, 0000 Xxxxx Xxxxxx Xxxx,
Xxxxx 000, Xxxxx, Xxxx 00000, and Bountiful Investment Group, through its
designated officers and agents, 00000 Xxxxxxxxxx Xxxxxx Xxxxx, Xxxxxxx,
Xxxxxxxxxx 00000.
The members of the company are: (1) East Bay Lodging Associates, Ltd., a
Utah Limited Partnership, as to a 50% ownership as a member, and (2)
Bountiful Investment Group, as to a 50% ownership as a member, being a Neveda
Corporation; with such capital accounts, management control, and percentage
ownerships and rights to receive profits and losses as are set forth in the
Operating Agreement, Membership Certificates and such other written
agreements between the members.
X. INDEMNIFICATION: Other provisions for the regulation of the
internal affairs of the limited liability company are:
1. The Company shall indemnify any individual made a party to a
proceeding because he is or was a manager, officer, organizer,
employee or agent of the Company against liability incurred in
the proceeding if:
a. He conducted himself in good faith;
b. He reasonably believed that his conduct was in or at least not
opposed to the Company's best interest; and
c. In the case of any criminal proceeding, he had no reasonable
cause to believe his conduct was unlawful.
2. Indemnification shall also be provided for an individual's conduct
with respect to an employee benefit plan if the individual
reasonably believed his conduct to be in the interests of the
participants in and beneficiaries of such plan.
3. The Company shall pay for or reimburse the reasonable expenses
incurred by a manager, officer, organizer, employee or agent of
the Company who is a party to a proceeding in advance of final
disposition of the proceeding if:
a. The individual furnishes the Company a written affirmation of
his good faith belief that he has met the standard of conduct
described herein;
b. The individual furnishes the Company a written undertaking
executed personally or on his behalf to repay the advance of it
is ultimately determined that he did not meet the standard of
conduct; and
3
c. A determination is made that the facts then known to those
making the determination would not preclude indemnification
under the law.
The undertaking required by this paragraph shall be an unlimited general
obligation, but need not be secured and may be accepted without reference to
financial ability to make repayment.
4. The indemnification and advance of expense authorized herein shall
not be exclusive to any other rights to which any manager, officer,
organizer, employee or agent may be entitled under any Operating
Agreement, by-law, agreement, vote of members or disinterest
managers or otherwise. The Articles of Organization shall not be
interpreted to limit in any manner the indemnification or right to
advancement for expenses of an individual who would otherwise be
entitled thereto. These Articles of Organization shall be
interpreted as mandating indemnification and advancement of
expenses to the extent permitted by law.
5. In addition to the foregoing, the Company shall indemnify and save
the organizers harmless for all acts taken by them as organizers of
the Company, and shall pay all costs and expenses incurred by or
imposed upon them as a result of the same, including compensation
based upon the usual charges for expenditures required of them in
pursuit of the defense against any liability arising on the account
of acting as organizers or on account of enforcing the
indemnification right hereunder, and the Company releases them from
all liability for any such act as organizers not involving willful or
grossly negligent misconduct.
IN WITNESS WHEREOF, the Articles of Organization are executed under
penalties of perjury by all of the members of the Limited Liability Company
effective as of the 22nd day of September, 1997.
/s/ XXXX X. XXXXXXX
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Xxxx X. Xxxxxxx, General Partner
East Bay Lodging Associates, Ltd.
/s/ XXXX X. XXXX
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Xxxx X. Xxxx, President
Bountiful Investment Group
formerly Profit Financial Real Estate Management Company
STATE OF UTAH )
) SS.
COUNTY OF UTAH )
On the 4 day of DECEMBER, 1997 personally appeared before me XXXX X.
XXXXXXX signer of the above instrument, who duly acknowledged to me that he
executed the same.
My Commission Expires /s/ Xxxxxxx X. Xxxxxxxx
NOVEMBER 1999 -------------------------
Notary Public
[STAMP]
Residing at
Provo, UT
-------------------------
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
On the 2nd day of DECEMBER, 1997 personally appeared before me XXXX X.
XXXX signer of the above instrument, who duly acknowledged to me that he
executed the same.
My Commission Expires /s/ [ILLEGIBLE]
OCTOBER 1999 -------------------------
Notary Public
[STAMP]
Residing at
Bellevue, WA
-------------------------
