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HomeMy WebLinkAboutAgreement Granting First Right of Refusal with Farmers & Merchants State Bank's...:~ as ~ ''.s, 2 ~ =.~` AGREEMENT GRANTING FHtST RIGHT OF REFUSAL CITY ®F ~~~~~~~ This Agreement Granting First Right of Refusal ("Agreement") is made and ere mot s day of February, 1996, by and between Farmers & Merchants State Bank, hereinafter referred to as "Owner", and the City of Meridian, hereinafter referred to as "City." RECITALS Owner is the owner of Lots 7 and S of Block 2 of the Amended Plat of the Townsite of Meridian ("Parcel"), containing the dimensions of approximately 60' x 120' and is currently associated with a branch bank owned by Owner. The City desires to have the first right of refusal to purchase the foregoing Parcel in the event that the owner elects, in the future, to sell the Parcel. NOW THEREFORE, in consideration of the mutual agreements and covenants set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, IT IS HEREBY AGREED AS FOLLOWS: First Right to Refusal: 1.1 Owner hereby grants to City until December 31, 1999, a right of first refusal to purchase the Parcel if Owner elects to offer to sell the Parcel, or as to which Owner receives a bona fide offer to purchase from any third party at anytime during the term of this Agreement. Before making or accepting any such offer, Owner shall immediately notify City in writing of the exact terms and conditions of such offer ("Notice"). The Notice shall be sent by certified mail, return receipt requested. The Notice shall constitute an offer by Owner to sell the Parcel to the City. The City shall have 60 days after receipt of this Notice to exercise the right of first refusal. If the City fails to exercise such right of first refusal within such 60 day period, Owner shall have the right to enter into an agreement to sell the Parcel on all of the terms stated by the Notice, except total sale price; provided, however, Owner may not enter into such an agreement with any third party for a total sale price that is five percent (5%) more or less than the total sale price specified in the Notice without first resubmitting another Notice to the City, based on the new or different terms of sale. Any Notice resubmitted to the City shall set forth the total sale price and terms of sale. The City shall have 30 days to exercise the right of first refusal with respect to any resubmitted Notice. This Agreement shall automatically expire at 12:00 a.m. Mountain Standard Time December 31, 1999 without further notice to the parties. Time is of the essence of this Agreement. 1.2 Notwithstanding any other provision of this Agreement, if Owner elects to sell both the Parcel and all the real estate adjacent thereto owned by Owner as one parcel to a third party, then the City shall have no right of first refusal as set forth in this Agreement, and Owner shall be free to sell both parcels in one sale free and clear of any right of first refusal or other claim of the City. AGREEMENT GRANTING FIIZST RIGHT OF REFUSAL - 1 STATE OF IDAHO ) ss County of Ada ) On this ~~day of February, 1996, before me, the undersigned, personally appeared Clarence Jones, known or identified to me to be the President of Farmers & Merchants State Bank, the entity that executed the within instrument or the person who executed the instrument on behalf of said entity, and acknowledged to me that said entity executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in said County the day and year first above written. NgEar~,f public Residing at: 1~[ Tl~"YC/ Comm. Expires: /D 3_Q7 STATE OF IDAHO ) ss County of Ada ) On this day of February, 1996, before me, the undersigned, personally appeared Bob Corrie, known or identified to me to be the Mayor of Meridian, the entity that executed the within instrument or the person who executed the instrument on behalf of said entity, and acknowledged to me that said entity executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in said County the day and year first above written. Residing at: Comm. Expires: Notary Public AGREEMENT GRANTING FIRST RIGHT OF REFUSAL - 3 AGREEMENT GRANTI~'~TG FIRST RIGHT OF REFUSAL This Agreement Granting First Right of Refusal ("Agreement") is made and entered into this day of February, 1996, by and between Farmers & Merchants State Bank, hereinafter referred to as "Owner", and the City of Meridian, hereinafter referred to as "City." RECITALS Owner is the owner of Lots 7 and 8 of.Block 2 of the Amended Plat of the Townsite of Meridian ("Pazcel"), containing the dimensions of approximately 60' x 120' and is currently associated with a branch bank owned by Owner. The City desires to have the first right of refusal to purchase the foregoing Parcel in the event that the owner elects, in the future, to sell the Parcel. NOW THEREFORE; in consideration of the mutual agreements and covenants set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, IT IS HEREBY AGREED AS FOLLOWS: First Right to Refusal: 1.1 Owner hereby grants to City until December 31, 1999, a right of first refusal to purchase the~Parcel if Owner elects to offer to sell the Parcel, or as to which Owner receives a bona fide offer to purchase from any third party at anytime during the term of this Agreement. Before making or accepting any such offer, Owner shall immediately notify City in writing of the exact terms and conditions of such offer ("Notice"). The Notice shall be sent by certified mail, return receipt requested. The Notice shall constitute an offer by Owner to sell the Parcel to the City. The City shall have 60 days after receipt of this Notice to exercise the right of first refusal. If the City fails to exercise such right of first refusal within such 60 day period, Owner shall have the right to enter into an agreement to sell the Parcel on all of the terms stated by the Notice, except total sale price; provided, however, Owner may not enter into such an agreement with any third party for a total sale price that is five percent (5%) more or less than the total sale price specified in the Notice without first resubmitting another Notice to the City, based on the new or different terms of sale. Any Notice resubmitted to the City shall set forth the total sale price and terms of sale. The City shall have 30 days to exercise the right of first refusal with respect to any resubmitted Notice. This Agreement shall automatically expire at 12:00 a.m. Mountain Standazd Time December 31, 1999 without further notice to the parties. Time is of the essence of this Agreement. 1.2 Notwithstanding any other provision of this Agreement, if Owner elects to sell both the Parcel and all the real estate adjacent thereto owned by Owner as one parcel to a third party, then the City shall have no right of first refusal as set forth in this Agreement, and Owner shall be free to sell both parcels in one sale free and clear of any right of first refusal or other claim of the City. AGREEMENT GRANTING FIRST RIGHT OF REFUSAL - 1 2. Recording: The parties to this Agreement acknowledge and agree that they shall have the right to record a copy of this Agreement or any memorandum thereof with the Ada County Recorder's office. 3. Transferees: The City shall not transfer or assign its rights in this Agreement to any other party, it being agreed that the first right to purchase as set forth in this Agreement is granted only to the City and not to any other party. Any transferor assignment by the City in violation of this provision shall be void and shall automatically terminate any first right of refusal to purchase the Parcel. 4. No Obligation to Market: Nothing set forth in this Agreement shall obligate Owner to market or sell the Parcel, it being agreed between Owner and City that the first right of refusal, as set forth herein, shall only apply in the event that Owner elects, in its absolute discretion, to sell the Parcel. OWNER: FARMERS AND MERCHANTS STATE BANK By: ~-~~~ Clarence Jones Its President CITY: By: CITY OF MERIDIAN Bob Corrie Its Mayor AGREEMENT GRANTING FIltST RIGHT OF REFUSAL - 2 STATE OF IDAHO ) ss County of Ada ) On this ~~day of February, 1996, before me, the undersigned, personally appeared Clarence Jones, known or identified to me to be the President of Farmers & Merchants State Bank, the entity that executed the within instrument or the person who executed the instrument on behalf of said entity, and acknowledged to me that said entity executed the same. IN.WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in said County the day and year first above written. STATE OF IDAHO ) ss County of Ada ) Residing at: _ Comm. Expires: On this day of February, 1996, before me, the undersigned, personally appeared Bob Corrie, known or identified to me to be the Mayor of Meridian, the entity that executed the within instrument or the person who executed the instrument on rehalf of said entity, and acknowledged to me that said entity executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in said County the day and year first above written. Notary Public Residing at: Comm. Expires: AGREEMENT GRANTING FIRST RIGHT OF REFUSAL - 3 ~50~67~~ ~' :I s _. , : r AGREEMENT GRANTING FIRST RIGHT OF ''~A~l<J This Agreement Granting First Right of Refusal ("Agreement") ~~~tt , an~ en e~~d ~nt~ this day of May, 1996, by and between Farmers & Merchants State ~nk, hereinafter referred to as "Owner", and the City of Meridian, hereinafter referred to as "City~'r~, w ^ ~. -> ~~~ RECITALS Owner is the owner of Lots 7 and 8 of Block 2 of the Amended Plat of the Townsite of Meridian ("Pazcel") containing the dimensions of approximately 60' x 120' and is currently associated with a branch bank owned by Owner. The City desires to have the first right of refusal to purchase the foregoing Parcel in the event that the owner elects, in the future, to sell the parcel. NOW THEREFORE, in consideration of the mutual agreements and covenants set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, IT IS HEREBY AGREED AS FOLLOWS: First Right of Refusal: 1.1 Owner hereby grants to City until December 31, 1999, a right of first refusal to purchase the Parcel if Owner elects to offer to sell, give, convey, or in any fashion convey the Parcel or any portion thereof, or as to which Owner receives a bona fide offer to purchase from any third party at anytime during the term of this Agreement. Before making or accepting any such offer, Owner shall immediately notify City in writing of the exact terms and conditions of such offer ("Notice"). The Notice shall be sent by certified mail, return receipt requested. The Notice shall constitute an offer by Owner to sell the Parcel to the City. The City shall have 60 days after receipt of this Notice to exercise the right of first refusal. If the City fails to exercise such right of first refusal within such 60 day period, Owner shall have the right to enter into an agreement to sell the Pazcel on all of the terms stated by the Notice, except total sale price; provided, however, Owner may not enter into such an agreement with any third party for a total sale price that is five percent (5%) more or less than the total sale price specified in the Notice without first resubmitted to the City shall set forth the total sale price and terms of sale. The City shall have 30 days to exercise the right of first refusal with respect to any resubmitted Notice. This Agreement shall automatically expire at 12:00 a.m. Mountain Standazd Time December 31, 1999 without further notice to the parties. Time is of the essence of this Agreement. 1.2 Notwithstanding any other provision of this Agreement, if Owner elects to sell both the Pazcel and all the real estate adjacent thereto owned by Owner as one parcel to a third party, then the City shall have no right of first refusal as set forth in this Agreement, and Owner shall be free to sell both parcels in one sale free and clear of any right of first refusal or other claim of the City. AGREEMENT GRANTING FIRST RIGHT OF REFUSAL - 1 2. R rin: The Parties to this Agreement acknowledge and agree that they shall have the right to record a copy of this agreement or any memorandum thereof with the Ada County Recorder's office. Transferees: The City shall not transfer or assign its rights in this Agreement to any other party, it being agreed that the first right to purchase as set forth in this Agreement is granted only to the City and not to any other party. Any transfer or assignment by the City in violation of this provision shall be void and shall automatically terminate any first right of refusal to purchase the Parcel. 4. No Obligation to Market: Nothing set forth in this Agreement shall obligate Owner to market or sell the Parcel, it being agreed between Owner and City that the first right of refusal, as set forth herein, shall only apply in the event that Owner elects, in its absolute discretion, to sell the Parcel. OWNER: FARMERS AND MERCHANTS STATE BANK ,. / . Y Clarence Jones Its President CITY: ~'~ Y rFO ; :~ - _~ p~~ ~~na `ti /~~~~1l11;11 ~illt\~~t;1 CITY OF MERIDIAN By: ` ert D. Corrie Its Mayor Attest William G. Berg, Jr., City le AGREEMENT GRANTING FIRST RIGHT OF REFUSAL - 2 STATE OF IDAHO ) ss County of Ada ) On this ~~ day of May, 1996, before me, the undersigned, personally appeared Clarence Jones, known or identified to me to be the President of Farmers & Merchants State Bank, the entity that executed the within instrument or the person who executed the instrument on behalf of said entity, and acknowledged to me that said entity executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in said County the day and year first above written. ~~~ Notaryltlic '' ~'v Residing at: ~ "~ -~ Comm. Expires: '. ,.-~ ~~~ :~k •. ~ ~~ ~,~~ ~- V ~ STATE OF IDAHO ) ss County of Ada ) On this ~ day of May, 1996, before me, the undersigned, personally appeared Robert D. Corrie, known or identified to me to be the Mayor of Meridian, the entity that executed the within instrument or the person who executed the instrument on behalf of said entity, and acknowledged to me that said entity executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in said County the day and year first above written. ~~.~ G E L . ~ •,,~ ~a apt R rQ ~, - ~ ~ ~~ ~ ~- :~ ~ ~~;~ R ~~/ ~ ~.F ~l \L '~~~II Ff F4tk+,9 Notary P blic at: D' 9 ~~~f" Expires: AGREEMENT GRANTING FIRST RIGHT OF REFUSAL - 3 ~n FARMERS & MERCHAMS STATE BANK MEMOP;ANDUM TO: William G. Berg, Jr., City Clerk, City of Meridian FROM: Clarence Jones, President FMSB DATE: May 10, 1996 RE: First Right of Refusal ~CIE.IVED MAY 1 5 X98 CITY OF ~lERIDUN As per your request enclosed is the signed agreement granting first right of refusal. Thank you for your help in this matter. Sincerely, E~ r Clarence Jones President ,~~l5~~~ U~ cf~~ C. ~~ S d-~"~-r . ~ ~~~- ~~ 209 N. 12TH P.O. BOX 9242 • BOISE, IDAHO 83707-9242 • (208) 343-7848 703 E.. 1ST, P.O. BOX 328 • MERIDIAN, IDAHO 83680-0328 • (208) 888-1416 112 2ND ST. SOUTH, P.O. BOX 6 NAMPA, IDAHO 83653-0006 (208) 465-6333 OFFICIALS WILLIAM G. BERG, JR., City Clerk JANICE L. GASS, City Treasurer GARY D. SMITH, P.E., City Engineer BRUCE D. STUART, Water Works Supt. JOHN T SHAWCROFT, Waste Water Supt. DENNIS J. SUMMERS, Parks Supt. SHARI L. STILES, P & Z Administrator PATTY A. WOLFKIEL, DMV Supervisor KENNETH W. BOWERS, Fire Chief W.L. "BILL" GORDON, Police Chief WAYNE G. CROOKSTON, JR., Attorney HUB OF TREASURE VALLEY A Good Place to Live CITY OF MERIDIAN 33 EAST IDAHO MERIDIAN, IDAHO 83642 Phone (208) 888-4433 • FAX (208) 887-4813 Public WorksBuilding Department (208) 887-2211 Motor Vehicle/Drivers License (208) 888-4443 ROBERT D. CORRIE Mayor "1.~IE~~ ~'~i41 ~l'J t ~l ~: From: William G. Berg, Jr., City Clerk i~,(j To: Clarence Jones Date: May 08, 1996 RE: First Right of Refusal CnUNCIL MEMBERS WALT W. MORROW, President RONALD R. TOLSMA CHARLES M. ROUNTREE GLENN R. BENTLEY P & Z COMMISSION JIM JOHNSON, Chairman TIM HEPPER JIM SHEARER GREG OSLUND MALCOLM MACCOY Enclosed is the signed agreement for granting first right of refusal for the parking lot. It was approved by the City Council at their meeting on May 7th, 1996. Please review and sign this document and return to me. 1 appreciate your patience concerning this matter.