2022-02-16 EDA Packet - Laserfiche WebLink

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February 7, 2022 City of Centerville: The purpose of this letter of intent (this Ð Letter Ñ) is to set forth certain understandings and certain binding agreements between the undersigned, Schifsky Development (Ð Buyer Ñ), and City Of Centerville (Ð Sellers Ñ), with respect to BuyerÓs purchase from Sellers of a specific real estate property and assumption of certain liabilities of Sellers, pursuant to the terms and subject to the conditions set forth below. The following numbered paragraphs reflect our understanding with respect to the matters described in them, but are to be superseded by the formal agreement described below. 1. Purchase of Property (a) The Transaction. At the closing (the "Closing"), subject to the satisfaction of all conditions precedent to be contained in the Purchase Agreement, the Buyer will purchase from the Sellers, and the Sellers will sell to the Buyer, free and clear of any liens, charges, restrictions or encumbrances thereon, the commercial property of Sellers commonly known as 1737 Main Street Centerville MN 55038 having assessorÓs parcel number 23-31-22-21-0051 and a legal description of Ð LOTS 9, 10,11 & 12 BLK 3 CENTERVILLE, EX N 20 FT OF SD LOT 9, ALSO EX E 25 FT OF S 30 FT OF SD LOT 9, & ALSO EX E 25 FT OF SD LOTS 10, 11 & 12, SUBJ TO EASE OF REC Ñ (the Ð Property Ñ). (b) Purchase Price. i. The total purchase price will be $1, payable at the Closing. ii. The City of Centerville will waive all fees to build on the property iii. Subject to the City of Centerville providing acceptable funds to be allocated towards additional parking options and stormwater infiltration. iiii. This agreement is subject to acceptable TIF provided by the city in addition to items i through iii. (c) Formal Agreement. Buyer and Sellers hereby agree to use reasonable diligence to commence good faith negotiations in order to negotiate and implement a formal purchase agreement relating to the transaction (the "Purchase Agreement") acceptable to the parties hereto by no later than August 14, 2022. The time from the date of this Letter and August 14, 2022 is referred to herein as the Ð Exclusive Period.Ñ All terms and conditions concerning the transaction shall be stated in the Purchase Agreement, including without limitation, representations, warranties, covenants and indemnities that are usual and customary in a transaction of this nature as such may be mutually agreed upon between the parties. Subject to the satisfaction of all conditions precedent contained in the Purchase Agreement, the Closing will take place no later than September 30, 2022, or as soon thereafter as possible. Buyer shall have the right to transfer and assign his rights and obligations hereunder and under the Purchase Agreement to a Minnesota corporation owned by him. BuyerÓs obligations under the Purchase Agreement will also be subject to the completion of BuyerÓs due diligence investigation of the Property and Buyer being satisfied with the results of such investigation; and also the delivery of customary title opinions, closing certificates, and other usual documentation for similar transactions. 2. Binding Agreement Upon execution of this Letter by you, the numbered and lettered paragraphs of this Letter will constitute the legally binding and enforceable agreement of Buyer and Sellers. (a) Access. Sellers will afford BuyerÓs authorized representatives all reasonable opportunity and access to inspect, investigate and/or research the Property and all associated records, contracts, and historical operations before Closing. Buyer will conduct such inspections, investigations and research in a reasonable manner.