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HomeMy WebLinkAbout2015-12-08 PACKET 04.03.B. Property: That certain (1.67) acre tract of land located in Cottage Grove, Dakota County, Minnesota and denoted as tax parcel 08.027.21.34.0019 (applicable if Property is subdivided), and described on Exhibit “A” attached (“Property”). The exact size and location of such Property to be determined by the Survey to be obtained as herein specified. Purchase Price: Six Hundred Fifty Thousand and 00/100 Dollars ($650,000.000). Earnest Money: Earnest Money in the amount of $5,000.00 shall be paid by PSFC to the Escrow Agent within ten (10) days from the execution of the Contract referred to herein by the last party to sign the same, and shall be refundable for any reason during the initial one hundred twenty (120) day Inspection Period, and refundable during the Permitting Period if the Permits are not obtained. Escrow Agent:To be determined by Primrose. Terms:All cash at Closing. PSFC: Primrose School Franchising Company and/or Assigns 3660 Cedarcrest Road Acworth, GA 30101 Attention: Vice President of Real Estate Telephone Number: (770) 529-4100 Fax Number: (770) 874-0210 jrosen@primroseschools.com Seller:Jennifer Levitt City of Cottage Grove 12800 Ravine Parkway Cottage Grove, Minnesota 55016 651-458-2890 651-458-2897 jlevitt@cottage-grove.org Inspection Period:PSFC shall have ninety (90) days commencing on the Effective Date of the Contract to conduct investigations of all aspects of the Property to determine the suitability of the Property for Primrose’s purposes (“Inspection Period”). Such inspections may include, but not be limited to, title examination, survey, environmental study, determination of status of utilities, review of ingress and egress to a public right of way, and such other matters as deemed appropriate. In addition, PSFC shall have the right, but not the obligation, to obtain an appraisal of the Property in order to determine the current fair market value of the subject Property. Seller shall deliver to PSFC copies of any title, survey, feasibility, environmental, soil reports and all other reports relating to the Property in Seller’s possession regarding the Property, within ten (10) days of the Effective Date of this Contract. After execution of the Contract, Seller shall be under obligation to deliver certain documents to PSFC. Any delays in Seller’s deliveries beyond the dates stated in the Contract shall act to extend the Inspection Period on a day-for-day basis. Permitting Period: One hundred eighty (180) days from the last day of the Inspection Period to obtain all Permits as herein defined (“Permitting Period”), subject to two (2) consecutive forty five (45) day extension periods, each exercisable upon notice to Seller by PSFC. PSFC’s obligation to close under the Contract is contingent upon PSFC obtaining satisfactory variances, site plan and curb cut approval and all licenses, building permits and other authorizations necessary in the sole discretion of PSFC to construct and operate a Primrose School on the Property. (All of the foregoing collectively are hereinafter referred to as the "Permits".) So long as PSFC is acting reasonably and in good faith, or in the event conditions are imposed by said governmental or quasi- governmental authorities upon PSFC and/or the Property that, in PSFC’s reasonable opinion, materially and detrimentally impact or interfere with the functionality of the Property or economic feasibility of the proposed development, PSFC may terminate the Agreement at any time prior to the expiration of the Approval Period or the extended Approval Period, as the case may be. Upon termination pursuant to the terms of this paragraph, PSFC shall be entitled to a refund of its Earnest Money. Closing : Closing shall take place on the date that is within thirty (30) days of PSFC obtaining all non-appealablePermits. Seller’s1.Seller shall prior to Closing, have available at a Property line of the Property Obligations: all utilities, including water, sanitary sewer, storm sewer, gas, underground electric service, telephone service and cable (“Utilities”) in a minimum capacity sufficient for PSFC’s use, which are set forth on Exhibit “B” attached hereto, all such Utilities shall be in a public right of way. In addition, to the extent Seller is required under the Contract to perform any additional work or provide infrastructure that benefits the Property, including any Road System as herein defined, (collectively, and including the Utilities herein referred to as “Seller’s Work”), the Contract shall provide that PSFC has the following options if Seller’s work is not completed as of Closing: (i)Delay Closing until Seller’s Work is complete; (ii)Terminate the Contract, and the Escrow Agent shall return the Earnest Money to PSFC, and in addition, Seller shall be liable to PSFC for all expenses incurred in regard to its investigation and potential development of the Property; (iii)Reducing the Purchase Price at Closing, by the cost of the uncompleted portion of Seller’s Work (“Cost of Uncompleted Seller’s Work”), with such amount being determined as herein provided. If there is Seller’s Work to be performed, Seller and Purchaser shall mutually agree during the Inspection Period, as to the Cost of Uncompleted Seller’s Work. To the extent there are multiple items of Uncompleted Seller’s Work, the cost thereof shall be itemized separately. If such mutual agreement cannot be reached PSFC, at its option shall have the right to terminate the Contract in accordance with its rights relating to the Inspection Period. In the event Closing occurs under the Contract, and all or a portion of Seller’s Work is not completed, and PSFC elects the option provided under this paragraph (iii), the Cost of Uncompleted Seller’s Work as herein provided shall determine the reduction in the Purchase Price at Closing. 2.Seller shall deliver to PSFC the site cleared and grubbed with rough grading and soil compaction completed to PSFC’s specifications. 3.PSFC, at PSFC’s expense, shall obtain a current ALTA boundary and topographic Survey in regard to the subject Property. If the transaction described in the Contract closes, Seller shall reimburse PSFC for the cost of the Survey in an amount not to exceed $5,000.00. 4.Seller to pay all brokerage fees under separate agreement. 5.Seller, at Seller’s expense, shall have the Property replatted, or subdivided so that the same is a separate tax parcel and satisfies all applicable governmental regulations. 6.To the extent any road system (“Road System”) that is to provide access to the Property is not constructed as of Closing, and such easements as required for the construction and use of such Road System shall be delivered to PSFC at Closing. 7.Seller shall deliver to PSFC a general warranty deed conveying to PSFC, or its assignee, title to the Property free and clear of all claims, liens and encumbrances, except for exceptions listed in the title commitment and approved by PSFC. Restrictive Seller shall agree to place a covenant on all undeveloped Property either it, or any Covenant: related entity, or family member, owns within a two (2) mile radius of the Property (“Additional Property”), restricting its use as a child care center or school for a period of twenty (20) years from the date of Closing. Seller further agrees to restrict the Additional Property or any portion thereof, for a twenty (20) year period, from use as a liquor store, adult book store or adult entertainment facility, or marijuana related operation and such Additional Property shall not be utilized in any manner to advertise any of such prohibited activities (“Restrictive Covenant”). Special Stipulations 1.PSFC shall have the right to place a “Future Home of Primrose School” sign to be on the Property during the Inspection and Approval Periods. Included in Contract: 2.PSFC may assign the Contract without the consent of Seller to any franchisee of PSFC or any affiliate, and upon such assignment being made by PSFC; PSFC shall be released from all obligations under the Contract. Exclusive Dealing:The Seller shall not, directly or indirectly, solicit or entertain offers from, negotiate with, or in any manner encourage, discuss, accept or consider any proposal from any other person or entity relating to the acquisition of the Property, in whole or in part, while this letter of intent is in effect. Fees and Expenses: Except as otherwise provided in the Contract, each party will be responsible for paying all fees and expenses incurred by it or them on its or their own account in connection with the proposed transaction including the fees of its or their respective counsel, auditors, and bankers. Non-Disclosure: No disclosure of the terms of the proposed transaction shall be made to any third party without the prior consent of the other party, except Primrose shall have the right to disclose and discuss such matter with its advisors and any prospective franchisee. Expiration: This Letter of Intent shall expire on November 10, 2015.