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Home My WebLink AboutVIOC Purchase LOI - 1256 N 2nd East - Rexburg ID - Revised 11-19-2024 BE (2) November 7th, 2024 City of Rexburg 35 N 1st E Rexburg, ID 83440 DELIVERED VIA SEALED BID RE: Proposed Purchase of 1256 N. 2nd East, Rexburg, ID Dear Rexburg City Council, On behalf of our client Valvoline Instant Oil Change, we are pleased to submit this proposal. The terms are as follows: SELLER: City of Rexburg BUYER: An Independent Licensee of Valvoline Instant Oil Change Franchising, Inc. PROPERTY: The approximately 0.944 acre (41,121 s,f.) city-owned parcel located at 1256 N. 2nd East, Rexburg, ID – Assessor’s Parcel ID# RPRXBCA0172408. A complete legal description is provided on the attached Exhibit A. PURCHASE PRICE: $822,400. This is a cash offer with no financing contingency. ESCALATIONS: If, prior to ratification of the Agreement of Sale, Seller receives one or more additional bona fide written offers to purchase the property from other qualified buyers with terms acceptable to the Seller (“Other Offers”) which result in purchase price equal to or greater than the above- referenced Purchase Price payable to the Seller under this Offer, then the Purchase Price stated in this Offer shall automatically increase to an amount which generates a Purchase Price to the Seller equal to $1,000.00 (Escalation Factor) above the highest purchase price generated in such Other Offer(s) (up to a maximum Purchase Price of $904,662.00), subject to Buyer’s review of said Other Offer(s). EARNEST MONEY: Fifteen Thousand Dollars ($15,000) to be paid to the Escrow Agent via wire transfer within five (5) business days of mutual execution of the Purchase and Sale Agreement. TITLE/ESCROW: Escrow Agent/Title Company shall be determined by Seller. Within five (5) business days from the Effective Date of the Purchase Agreement, Seller shall deliver or cause to be delivered to Buyer, a commitment for an owner’s title insurance policy issued by the Title Company in the amount of the Purchase Price, with standard form coverage, together with legible copies of all documents referenced therein as exceptions. Buyer shall have the later of (i) fifteen (15) days after receipt of the Title Docusign Envelope ID: F000464A-F935-44AA-9782-385164E3A241 2 Commitment or (ii) until expiration of the Due Diligence Period, within which to object in writing to any material exception shown thereon. BUYER”S USE: Buyer’s intended use is an instant oil change facility, which is a Permitted Use in the Community Business Center (CBC) zone district. DUE DILIGENCE: For a period of sixty (60) days from the Effective Date of the Purchase Agreement (the “Due Diligence Period”), Seller shall grant a license to Buyer and Buyer’s agents to enter on to the Property for all purposes reasonably related to making a full and adequate determination of the suitability of the Property for Buyer’s intended use, and Buyer and Buyer’s agents shall have the right, during reasonable hours, to inspect the Property, and to undertake, at Buyer’s expense, such inspections and other activities as it shall determine in connection therewith. Within five (5) business days from the Effective Date of the Purchase Agreement, Seller shall provide to Buyer copies of any and all documents, contracts, reports, studies (including any environmental report and soil studied), maps, tax billings, topographical surveys, boundary surveys, maps and other information in Seller’s possession relating to the Property. In the event that Buyer, in Buyer’s sole and exclusive discretion, is not satisfied for any reason, or for no reason, with the results of the Inspection, Buyer may, by written notice delivered to Seller on or before the expiration of the Due Diligence Period, terminate the Purchase Agreement, which thereafter shall be of no force and effect without further action by the parties hereto and the Earnest Money shall be returned to Buyer. RIGHT OF During the term of this LOI , Buyer may, ENTRY: enter onto the Property to conduct tests and studies at Buyer’s sole cost and expense to determine the suitability of the site for the proposed development. SELLER’S Seller represents and warrants that to the best of Seller’s REPRESENTATION knowledge there are no unusual or contaminated soils, nor any & WARRANTIES: hazardous substances or toxic materials or other environmental building issues which would increase Buyer’s customary construction costs or delay Buyer’s customary construction schedule. Any asbestos or other hazardous materials removal shall be at the sole cost and expense of Seller and completed prior to the Turnover Date. CLOSING COSTS: (a.) Seller shall pay the premiums of standard owner’s title insurance, transfer or sales taxes, any costs required to cure title defects, costs to produce and record the subdivision plat, and one-half Escrow Agent’s fee. (b.) Buyer shall pay premiums for any lender-required title insurance, requested title endorsements (if applicable), recording fees and one-half of the Escrow Agent’s fee (c.) Real property taxes, assessments, and utility costs shall be prorated at Closing. Docusign Envelope ID: F000464A-F935-44AA-9782-385164E3A241 3 (d.) Each party shall pay the fees of its attorneys, accountants and other professionals incurred in negotiating this Letter of Intent, the Purchase Agreement, and closing the transaction contemplated by the Purchase Agreement. SUNSET CLAUSE: Purchaser will agree to a “Sunset Clause” of 36 months to begin construction and is responsible to meet current zoning requirements found in the Development Code of the City of Rexburg. If development has not begun within the 36 months of the purchase, the City reserves the right to purchase said lot back at the original sales price. If the Purchaser decides to sell said parcel, the “Sunset Clause” shall be a part of the sales agreement. EXCLUSIVITY: Seller will not negotiate with any third party respecting the sale or lease of the Property while the parties are negotiating the Purchase and Sale Agreement. Notwithstanding the non-binding nature of this letter, the terms of the exclusivity in this paragraph are binding upon Buyer and Seller. CONFIDENTIALITY: Seller and Buyer hereby acknowledge and agree to keep the terms set Forth in this letter in confidence until the purchase and sale agreement contemplated by this letter is executed and shall not discuss, disclose or publish any of the information contained herein, other than with any employees, brokers, auditors, agents, broker’s accountants and/or attorneys who need to know it and who are directed to comply with this confidentiality agreement. The parties agree to treat as confidential and to use reasonable efforts to prevent the disclosure of the proprietary information of either party delivered to the other pursuant to or in furtherance of the purposes of this purchase and sale agreement. This Letter of Intent sets forth our understanding of the principal business terms of a proposed purchase , but nothing contained herein shall be deemed to create any legally binding obligation on either the Seller’s or Buyer’s part. Both parties acknowledge that there shall be no binding agreement until such time as both parties have fully executed a mutually acceptable written Purchase and Sale Agreement. Both parties shall conduct the documentation and negotiation of such purchase and sale agreement in good faith. All terms and conditions of this Letter of Intent shall remain in effect until twenty (20) business days from the date of the Letter of Intent. Please feel free to contact me with any questions or comments. Sincerely, Brent Wilson TOK Commercial 1135 Pier View Drive, Suite 120 Idaho Falls, ID 83402 (208) 881-1108 brent@tokcommercial.com Docusign Envelope ID: F000464A-F935-44AA-9782-385164E3A241 4 ACCEPTANCE OF LETTER OF INTENT TERMS: BUYER Name Printed Date Signed Title ACCEPTANCE OF LETTER OF INTENT TERMS: SELLER Name Printed Date Signed Title Docusign Envelope ID: F000464A-F935-44AA-9782-385164E3A241 Casey Brinton Member 11/20/2024 | 8:05 AM PST Managing Member DJ Collette EXHIBIT A THE PROPERTY Docusign Envelope ID: F000464A-F935-44AA-9782-385164E3A241