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Home My WebLink About4.3b - 97th and Hemingway - Syndica, LLP LOI() E N cLAVE 927Q1.478.43OO 3OO 23RD AVE E, SUITE 3OO WEST FARGO, ND 5AO7A enclovecomponieg.com December 22,2021 Jennifer Levitt City Administrator City of Cottage Grove 12800 Ravine Parkway S., Cottage Grove, MN 55016 RE: PID: 2002721420009 & 2002721430011 This letter, effective when signed by the parties, serves as our Letter of Intent ("LOI") to purchase approximately 25.40 acres, of certain property located in Cottage Grove, Minnesota, as identified in Exhibit A, actual legal description to govern (the "Property"), which is currently owned by WAG Farms, Inc. ("Seller"). This Letter of Intent (the "LOI") shall be non-binding on the parties. Subject to execution of the definitive and mutually acceptable purchase agreement ("Purchase Agreement") within 30 days after execution ofthis LOI by both parties, Syndica, LLP ("Buyer") offers to purchase the Property in accordance with the following terms and conditions: 1. Purchase Price. A. Total Purchase Price shall be $3,872,484 ("Purchase Price") or $3.50/Square Foot for the 25.40 acre site. Price is inclusive of City Development Fees. B. Upon execution of the Purchase Agreement, Buyer will deposit earnest money in the amount of $50,000 ("Earnest Money") into an escrow account at Commercial Partners Title in Minneapolis, if any, shall accrue to Buyer. 2. C. At Closing, the Earnest Money shall be applied toward the Purchase Price. Feasibilitv. Buyer shall have a period of 150 days to perform all feasibility inspections and due diligence for the Property ("Feasibility Period"), such Feasibility Period shall commence on the date Buyer receives all documentation set forth in Section 4. During the Feasibility Period, Seller shall fully cooperate with Buyer in providing any and all information available regarding the development potential of the Property. During the Feasibility Period, Buyer may terminate the Purchase Agreement at any time for any reason or no reason at all upon written notification to Seller. Upon notice of termination prior to the expiration of the Feasibility Period, both parties shall be relieved of all responsibilities under the Purchase Agreement and the Earnest Money shall be refunded to Buyer. Following the Feasibility Period, the Earnest Money shall be refunded to Buyer only if Seller terminates the Purchase Agreement or otherwise fails or refuses to perform in accordance with the Purchase Agreement. DEVELOP . CONSTRUCT . MANAGE 3. Conditions Precedent to Closins. Following the expiration of the Feasibility Period, Buyer's obligation to purchase the Property shall be subject only to the following conditions: A. A commitment for an ALTA owner's policy of title insurance that is reasonably acceptable to Buyer (together with legible copies of all easements and restrictions of record identified by the commitment), in the full amount of the Purchase Price evidencing Seller's good and marketable title to the Property. B. Seller shall deliver copies of i) all lease agreements related to the Property, current and past, ii) copies of all agreements, easements, or contracts related to the Property, iii) copies of all current service contraits related to the Property, iv) recent environmental survey(s) completed on the Property, v) copies of the survey or surveys that would show buildable area, vi) recent soil/geotechnical reports, vii) copies of any and allcorrespondence regarding wetlands. C. In connection with any entry by Buyer, or its agents, employees or contractors onto the Properfy, Buyer shall give Seller reasonable advance notice ofsuch entry and shall conduct such entry and any inspections in connection therewith so as to minimize, to the greatest extent possible, interference with Seller's business and otherwise in a manner reasonably acceptable to Seller. Without limited the foregoing, prior to any entry to perform any on-site testing, Buyer shall give Seller notice thereof, including the identity of the company or persons who will perform such testing and the proposed scope of the testing. Seller or its representative may be present to observe any testing or other inspection performed on the Property. Upon Seller's written request, Buyer shall promptly deliver to Seller copies of any reports relating to any testing or other inspection of the Pioperty performed by Buyer or its agents, employees or contractors. Buyer shall maintain, and shall assure that its contractors maintain, public liability and property damage insurance in amounts and in form and substance adequate to insure against all liability of Buyer, its agents, employees or contractors, arising out of any entry or inspections of the Property. D. Seller and Buyer reserve the right to make additional conditions in addition to those stated herein, and any additional conditions may be contained in and be a part ofthe Purchase Agreement between the parties. 4. General Conditions. A. Closing shall occur not more than 30 days from the expiration of the Feasibility Period. The closing date may be extended, as necessary, to obtain all necessary approvals from the City' County, and State to construct buildings that satisff Buyer's intended use. B. It is Buyer's understanding that the Seller has or will pay any current special assessments, wetland credits, SAC and WAC fees, park dedication fees, if any. C. Buyer agrees to indemnifli Seller for any damages and liability to the Property arising out of or in connection with Buyers inspection of the Property as set forth in the Purchase Agreement. Buyer further agrees to return any documents, records, claims, or other items which belong to Seller upon the termination of the Purchase Agreement at any time by either party, if any' D. It is agreed Andy Heieie of Colliers represents the Buyer. Seller shall be responsible for paying buyer' s broker a commission equal to 5% of the purchase price' E. The parties mutually agree and acknowledge that the terms and provisions of this LOI and the Purchase Agreement shall remain strictly confidential between Buyer. Seller. and their respective agents. BUYER AND SELLER ACKNOWLEDGE THIS LOI IS NOT INTENDED TO CONSTITUTE A BINDING CONTRACT. A BINDING CONTRACT WILL NOT EXIST LINLESS AND UNTIL THE PARTIES HAVE EXECUTED A FORMAL AND WRITTEN PURCHASE AGREEMENT APPROVED BYTHE PARTIES AND THEIR RESPE,CTIVE LEGAL COTINSEL COVERING THE TERMS OF THIS LETTER AND ALL OTHER ITEMS OF THIS TRANSACTION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE NOT ATTEMPTED TO INCLUDE IN THIS LETTER OF INTENT ALL ESSENTIAL TE,RMS OF THE SUBJECT MATTER OF THIS TRANSACTION AND THAT SUCH ESSENTIAL TERMS HAVENOT BEEN AGREED UPON BY THE PARTIES AND ARE SUBJECT TO FURTHER NEGOTIATION. NOTWITHSTANDING THE PRECEDING, SELLER AGREES NOT TO MARKET THE PROPERTY OR NEGOTIATE WITH ANY OTHER POTENTIAL BUYER WHILE THIS LETTER OF INTENT IS IN EFFECT. lRemainder intentionally left blank. Signature page tofollowf If the provisions of this LOI are acceptable, please indicate by signing below and returning a copy to Buyer' The parties agree that this LOI shall be superseded by the Purchase Agreement. Seller understands the purpose of this LOI is to allow further investigation by both parties into the feasibility of entering into the Purchase Agreement. If the parties do not mutually execute the Purchase Agreement, this LOI shall expire and neither party shall have any further rights or duties hereunder. Seller shall not accept or solicit any other offers to purchase the Property during the Feasibility Period and/or the Contract Period. Sincerely, BUYER: Syndica, LLP -?--LZ--L.l MorrisBy:Date Its: Managing Partner SELLER: City of Cottage Grove Date By Its Exhibit A