HomeMy WebLinkAbout4.4b LOI - Jamaica Ave 95th Street Cottage Grove
November 2, 2021
Mr. Gordon Glendenning
1941 Ford Parkway #304
St. Paul, MN 55116
RE: Letter of Intent to Purchase Approximately 19.00 Acres at SW Corner of Jamaica Ave S
and 95th Street S, Cottage Grove, MN
Dear Gordon:
It’s my pleasure to present this LOI to purchase your property in Cottage Grove, MN. If we’re able to
agree on general business terms, my client is prepared to proceed with a formal Purchase Agreement.
LETTER OF INTENT – PURCHASE
Seller: WAG Farms Inc.
Buyer: Endeavor Holding Company LLC or its assigns
Property: PID: 21.027.21.32.0004
Glengrove Industrial Park 9th Addition
Lot 1, Block 1
Washington County, Minnesota
Approximately 19 acres
Purchase Price:
$2,689,830 ($3.25 PSF). Buyer will deposit $20,000 (the “Initial Earnest
Money”) with First American Title (the “Title Company”) upon execution of
the definitive Purchase Agreement.
Condition: Buyer agrees to accept the premises in an “As-Is” condition subject to the
City of Cottage Grove’s site work detailed in Exhibit B. Investigations will
be assisted by Seller making certain disclosures, representation and
warranties, which shall include, but not be limited to: condition of title,
pending or historical legal actions and hazardous materials conditions, etc.
Due Diligence Period: Buyer will have a 180-day Due Diligence Period from the date the
Purchase Agreement is fully executed. Seller will cooperate with Buyer
and timely provide Buyer with all documents and other materials
reasonably requested by Buyer. Buyer may extend the Due Diligence
Period for 90 days by depositing an additional $10,000.00 with the Title
Company (“First Additional Earnest Money”), and for another 90 days after
the expiration of the first 90-day extension by depositing an additional
$10,000.00 with the Title Company (“Second Additional Earnest Money).
The Total Earnest Money (the Initial Earnest Money, First Additional
Earnest Money and Second Additional Earnest Money combined) will be
October 30, 2021
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refundable until expiration of the Due Diligence Period, including
extensions, and applicable to the Purchase Price at Closing.
Closing Period: Closing will occur within 30 days of inspection period expiration
Prorated/Closing
Costs:
Seller shall pay for the deed tax, the cost of preparing the title commitment
and obtaining the related documents, the real estate taxes and special
assessments as described above, one half of the closing fee charged by
the company conducting the closing, and all other costs and expenses that
are customarily paid by a seller in the state in which the Property is
located. Buyer shall pay for the title insurance premium, all costs
associated with Buyer’s financing, one half of the closing fee charged by
the company conducting the closing, the cost of any updated survey or
phase one environmental site assessment, and all other costs and
expenses that are customarily paid by a buyer in the state in which the
Property is located
Broker: It is agreed Nate Erickson and Alex Baron of Transwestern represents the
Buyer. Seller shall be responsible for paying buyer’s broker a commission
equal to 5% of the purchase price.
Purchase Agreement: Buyer will prepare, at its expense, within five (5) business days of
acceptance of the Letter of Intent, a draft of the Purchase Agreement to be
reviewed, negotiated in good faith and executed by the parties.
Representations
and Warrantees:
The purchase agreement shall contain standard representations and
warranties including but not limited to: the absence of any mechanic’s
liens, and that all due diligence documents are complete in accurate in all
material respects. The purchase agreement shall contain standard default
language.
Non-Binding: Seller, Buyer and brokers shall each have no obligation or liability relating
to this document or to any verbal or written negotiations, discussions or
correspondence. All parties shall expressly have full right to cease
discussions/negotiations at any time and for any reason prior to full
Purchase Agreement execution.
Signatures on following page
October 30, 2021
Page 3
If the terms of this summary are acceptable, please sign in the space provided below. Please respond by
12 pm on November 3, 2021. As always, if you have any questions or comments regarding the above,
please contact me at your convenience.
Sincerely,
Nate Erickson
Vice President
612-359-1657
AGREED & ACCEPTED: SELLER AGREED & ACCEPTED: BUYER
WAG Farms Inc. Endeavor Holding Company LLC
By: By:
Its: Its: Manager
Date: Date: November 2, 2021
October 30, 2021
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Exhibit A
List of Due Diligence Deliverables
1. Copies of all leases, operating agreements, license agreements, or other agreements pursuant
to which any party has a right to use and occupy any portion of the Property.
2. All topographic and wetland delineation maps related to the Property
3. All surveys of the Property;
4. All environmental assessments and geotechnical reports relating to the Property;
5. Tax statements for all real estate taxes and special assessments due and payable in the year in
which the closing date occurs, together with tax statements for the prior two (2) years;
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Exhibit B
City of Cottage Grove’s Site Work
Attached