Free Motion for Status Conference - District Court of Federal Claims - federal

Case 1:02-cv-01795-JFM

Document 148-2

Filed 01/04/2007

Page 1 of 4

AGREEMENT TO CONVEY OWNERSHIP IN IMPROVEMENTS

Washington, DC, January __, 2007 December __, 2006 WHEREAS, The Sweetwater, A Wilderness Lodge LLC (hereinafter referred to as "The Sweetwater") and the United States desire to carry through the Final Judgment issued by the United States Court of Federal Claims in the matter of The Sweetwater, A Wilderness Lodge LLC v. United States, No. 02-1795C and dated October 12, 2006; The Sweetwater and the United States hereby enter into the following agreement: The United States agrees to pay in a prompt manner that amount as set forth in the Final Judgment issued by the United States Court of Federal Claims dated October 12, 2006 in the matter of The Sweetwater, A Wilderness Lodge LLC v. United States, No. 021795C (a copy of which is attached hereto) as payment in full for all improvements, structural or otherwise, located on the 15.4-acre site covered by the Term Special Use Permit issued by the United States Department of Agriculture Forest Service and dated August 21, 1995. Both parties to this agreement have determined that the total amount of funds to be paid pursuant to the Court of Federal Claims Final Judgment is $806,688.88. The Sweetwater agrees to convey, in its `as is' condition and with no warranties from The Sweetwater other than those explicitly set forth herein, all structures and all other attached or unattached property (collectively the "Improvements") located on the 15.4 acre site covered by the Term Special Use Permit issued by the United States Department of Agriculture Forest Service and dated August 21, 1995 for payment of the purchase price as set forth in the Final Judgment referenced above dated October 12, 2006. The Improvements include a lodge building, five cabins, a manager's residence, water and sewage systems and all utility lines and fencing. To the best of The Sweetwater's knowledge, the Improvements include all property, whether attached or unattached, present on the site area on May 4, 2005 at the time the Improvements were appraised as part of the litigation referenced above. The Improvements include, but are not limited to, the items listed on the attached document titled "Sweetwater Improvements Transferred To The United States," and this document is part of this Agreement. The Sweetwater warrants and represents that neither it nor any of its representatives have removed or damaged, or allowed the removal or damage to, any property of any kind from within the site or taken any actions to cause any damage to such property since the date on which the lodge facilities were appraised by Mr. Que Mangus for purposes related to the litigation reference above. The Sweetwater warrants and represents that it presently has title to the Improvements, and that at the time the transfer is consummated, The Sweetwater will convey to the United States good and marketable title to the Improvements by executing

Case 1:02-cv-01795-JFM

Document 148-2

Filed 01/04/2007

Page 2 of 4

the attached Bill of Sale. The Sweetwater further represents and warrants that, to the best of The Sweetwater's knowledge, (i) there are no parties in possession or occupancy of the Improvements other than The Sweetwater. (ii) The Sweetwater shall not in any way alter or permit the alteration of the present state of the Improvements so long as this agreement is in effect; (iv) as of the date hereof and on the date of transfer the interiors of the structures to be conveyed are free of trash, animal excrement/urine, foul odors, and other debris, (v) The Sweetwater has not engaged in any active or passive concealment of any aspects of the Improvements; (vii) as of the date hereof and on the date of transfer there are no leases, written or oral, affecting the Improvements; and (viii) as of the date hereof and on the date of transfer the Improvements are not encumbered by any lien, mortgage, or other secured interest. The Sweetwater warrants and represents that there are, and will be, no agent's, broker's, or other intermediary's fees or commissions payable as a consequence of this transaction, and that it has not dealt with a broker, agent, or other intermediary who might by reason of such dealing have any claim for a fee, commission, or other compensation, expenses, or charges of whatever nature. Pursuant to this Agreement, The Sweetwater will execute and deliver a good and sufficient bill of sale, and deliver same to the United States conveying good and marketable title in the Improvements. The Sweetwater will also provide to the United States proper and adequate releases of any mortgage interests held by any institution or person in the Improvements as well as documentation demonstrating that all outstanding tax liabilities through 2006 have been satisfied. Possession of the improvements and other property in their "as is" condition shall be delivered to the United States upon execution of this document. Any warranties not explicitly identified herein are not applicable to this agreement or sale. Executed by: On behalf of The Sweetwater, A Wilderness Lodge, LLC, ____________________________ Jeffrey C. Mummery Managing Partner On behalf of the United States,

_________________________

Dated: ______________________

Dated: ___________________

Case 1:02-cv-01795-JFM

Document 148-2

Filed 01/04/2007

Page 3 of 4

BILL OF SALE
KNOW ALL MEN BY THESE PRESENTS that The Sweetwater, a Wilderness Lodge, LLC, a Wyoming Limited Liability Company of the County of Park, State of Wyoming, for and in consideration of payment of a promise to pay the sum of $806,688.88 the receipt and sufficiency of which is hereby acknowledged, does hereby transfer and convey to the United States, all Improvements located on the 15.4-acre site covered by the Term Special Use Permit which was issued by the United States Department of Agriculture Forest Service to The Sweetwater, A Wilderness Lodge, LLC and dated August 21, 1995. The Improvements include a lodge building, five cabins, a manager's residence, water and sewage systems and all utility lines and fencing. To the best of The Sweetwater's knowledge, the Improvements also include all property, whether attached or unattached, present on the site at the time the Improvements were appraised as part of the litigation between the parties. The Improvements include, but are not limited to, the items listed on the attached document titled "Sweetwater Improvements Transferred To The United States." These Improvements are being conveyed pursuant to the "Agreement to Convey Ownership in Improvements" signed by the parties on ______________. These improvements are being sold in their "as is" condition with no warranties attached thereto other than those warranties in this Bill of Sale or the Agreement to Convey Ownership In Improvements, a copy of which is attached hereto.

The Sweetwater further warrants and represents that: (i) there are no parties in possession or occupancy of the Improvements. (ii) The Sweetwater has not in any way altered the state of the Improvements since the date of the Agreement between the parties; (iii) as of the date hereof the interiors of the structures to be conveyed are free of trash, animal excrement/urine, foul odors, and other debris, (iv) as of the date hereof there is no litigation pending or threatened which in any manner affects the Improvements; (v) as of the date hereof there are no leases, written or oral, affecting the Improvements; and (viii) as of the date hereof the Improvements are not encumbered by any lien, mortgage, or other secured interest.

Case 1:02-cv-01795-JFM

Document 148-2

Filed 01/04/2007

Page 4 of 4

The Sweetwater binds itself, its successors and assigns, to warrant and defend the title to all of the Improvements to the United States, its successors and assigns, forever against every person lawfully claiming the described property or any part of it.

IN WITNESS WHEREOF, _________________________ and ______________________ have hereunto set their hands and seals this ______ day of ____________________, 2006.