March 08, 2021
Owners
of Record c/o admin
The Brokerly
The Brokerly,
123 Main st ,
NY, CA
VIA
EMAIL: enri.pinto@vannicapital.com
RE:
,View Offer
Gentlemen:
This Letter of Intent, herein so called, sets forth the terms of a
proposed Purchase Agreement ("Purchase Agreement") between
("Purchaser")
and the current owner of record ("Seller"), regarding the
above referenced property that consists of approx. sq. ft.
and approx. acres of
land. This letter of intent is not binding upon either party until
the negotiation and execution of the Purchase Agreement.
-
Purchase Price: $
payable at Closing, plus or minus standard
proration.
-
Purchaser
shall be AK, LLC or its
nominee.
-
Earnest
Money and Title Company: Purchaser shall direct the seller’s
nominated Title Insurance as escrow agent to deposit Earnest Money,
herein so called, of $
in cash with the sellers nominated Title Company ("Title
Company") within 3 days of final execution of the Purchase
Agreement. Such
Earnest
Money
shall
be
applied
as
part
of
the
cash
due
at
Closing
and
shall
otherwise
be
governed as provided
below. Upon
approval of the financing contingency, purchaser will deposit an
additional $
.
At which time, barring any bad faith action or breach by the Seller,
$1,000,000 will be non-refundable to the purchaser.
-
Seller's
Deliveries: Within seven (7) days after execution of the Letter of
Intent, Seller shall provide Purchaser with copies of the existing
survey, existing title report, existing mortgage documents, and
copies of Leases, all Amendments, tenant corporate financials and
store sale history. Within three (3) days after contract execution
Seller will provide to Purchaser the following documents and/or
files in Seller’s
possession:
-
Commitment
for Owner's Policy of Title Insurance in full purchase amount
issued by seller’s nominated Title Insurance Company covering the
Property if applicable;
-
Current
“as built” survey of the
Property;
-
"As
built" plans and specifications for the
Property;
-
Current
Copies
of
all
Phase
I
and
other
environmental
and
property
reports
covering
the
Property
together with copies of
any easements or cross easements affecting the
property;
-
Current
copies of all Common Area Management or Reciprocal Easement
agreements
-
Copies
of all executed leases, if any, with all amendment thereto and
tenant correspondence and tenant financial information, affecting
the Property.
-
Certificate
of Occupancy and other licenses and permits required to operate the
Property;
-
Copies
of
all
service,
management
and
maintenance
contracts
and
other
agreements
to
which
Seller
or
its
agent
is a party relating to or affecting the Property; and
-
Copies
of all insurance policies and certificates on the
Property;
-
Copies
of all local zoning ordinances and a warranty that current and
proposed uses are allowable under current
ordinances;
-
List
of all fixtures and personal property included with
building.
-
Copies
of property appraisals
-
Copies
of the last five (5) full years of operating and expense
statements, together with year-to-date statements.
-
Due
Diligence Contingency Period: Purchaser shall have a Contingency
Period, herein so called, starting with the final
execution
of
the
Purchase
Agreement
and
the
delivery
of
all
required
documents
and ending
on ninety (90) days
thereafter, to perform such physical and financial inspections of
the Property as it desires. Seller
shall
cooperate
fully
with
the
Purchaser
in
performing
such
inspections,
and
shall
make
the
Property
and
all data it has regarding
the Property available to Purchaser and Purchaser's agents at all
reasonable times.
If the Purchaser is not satisfied with the results of its
inspections, reviews, and/or any other data, in its sole and absolute
discretion, it shall so notify the Title Company in writing by the
end of the Due Diligence Contingency Period. If Purchaser so notifies
the Title Company, the Earnest Money shall be immediately refunded to
the Purchaser and the Purchase Agreement shall be terminated, with
neither party having any further obligation to the other. Further, a
sixty-day (60) financing contingency period will be applicable for a
lender to review materials and approve financing. If Purchaser does
not so notify the Title company by the end of the Contingency Period
a total one hundred fifty (150) days, the Earnest Money shall become
non-refundable and shall be payable to the Seller as liquidated
damages if the Purchaser fails to close under the Purchase Agreement.
-
Financing
Contingency Period: Purchaser shall have a Financing Contingency
Period, herein so called, starting at the expiration of the due
diligence and ending on sixty (60) days thereafter, to allow a
lender to review the due diligence materials, underwrite the
property and approve financing for the purchase of the Property.
If financing cannot be obtained in the allotted financing period,
Purchaser will notify Seller immediately. If best and good-faith
efforts cannot secure the Purchaser financing on the Property, the
Purchaser shall notify the Title Company in writing by the end of the
Financing Contingency Period. If Purchaser so notifies the Title
Company, the Earnest Money shall be immediately refunded to the
Purchaser and the Purchase Agreement shall be terminated, with
neither party having any further obligation to the other. If
Purchaser does not so notify the Title company by the end of the
Financing Contingency Period, the Earnest Money shall become
non-refundable and shall be payable to the Seller as liquidated
damages if the Purchaser fails to close under the Purchase Agreement.
-
In
consideration
of
the
effort
and
expense
to
be
put
forth
by
the
parties
in
pursuing
further
negotiations
with
respect to the Property,
the Seller agrees, that as long as both parties are proceeding in
good faith to negotiate a PSA, the Seller will not make, accept, or
negotiate or otherwise pursue any offers for the sale, purchase or
joint venture of the Property or any portion
thereof.
-
Real
Estate Commission: Seller to be responsible for real estate
commission arising from this transaction. Purchaser
is
represented
by
Apex Capital Realty
and
hereby
represents
that
Apex Capital Realty is
the sole procuring agent for the buyer pertaining to this
transaction. Seller and Purchaser shall mutually indemnify each
other against the claims of any other
brokers.
-
Closing:
Closing shall occur within thirty (30) business days of the
completion of the financing contingency period. Closing shall be
held at the offices of the Title Company or such other location as
the parties may agree upon.
-
Misc;
-
Confidentiality:
The purpose of this letter is to discuss the potential transaction
stated herein. The transaction discussed is considered confidential
and sensitive in nature Both parties agree that damages may be
suffered if either party disclose this letter or the nature of it’s
contents to outside parties. It is warranted and agreed under this
agreement neither parties will disclose any facts of this letter
with anyone other than the undersigned and its agents.
If the foregoing terms are acceptable, please sign one copy of this
Letter of Intent where provided below and return it to me. Upon
receipt, we will have our attorney prepare the Purchase Agreement.
This Letter of Intent shall be null and void if we have not received
an executed counterpart by 4:00
P.M. E.S.T., March 13, 2021. Fax copies are acceptable. Give me a call if you have
any questions or comments.
Very
truly yours,
, as nominee for
Purchaser
THE
FOREGOING TERMS ARE HEREBY ACCEPTED this
day of March 2021