AG 2004 10 18 - Laserfiche WebLink

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Office Of the County Attorney Memo To: John Day, BOC From: Marilyn D. Porter CONFIDENTIAL AND PRIVilEGED COMMUNICATION Date: Mike Downs, Pam Dubois, Jonathan Marshall October 4, 2004 CC: Re: Sale of First Union Building (the "Property") .1 The first Offer to Purchase and Contract for the Property was submitted by Danny Bost lLC (the "Bost Offer"). Subject to fulfillment of specific due diligence contingencies, the Bost Offer offers $1.2 million dollars for the Property. The advertisement for upset bids was then published and states: "...An offer has been made for the Countv Prooertv...under the terms of an Offer to Purchase and Contract (the "Contract") on file with the Clerk to the Board. a coov of which is available in her office. Soecific terms of the Contract include. but are not limited to. the requirement that all exterior imorovements shall meet the Guidelines of the Secretarv of the Interior for remodelinG and reconstruction of historic orooerties (the "Terms"). To raise the Bid. a new bidder shall deliver a sealed bid containinG an executed offer in substance similar to the Contract and includinG the Terms. .... The Board mav at anv time reject anv and all offers. " (Emohasis added). You are aware an upset bid offer was submitted by'Alien Craven LLC ("Craven") on the last possible day at 4:55PM in the amount of $1.3 million dollars (the "Craven Offer"). On that date, prior to submission of the Craven Offer, Craven asked for and was provided a copy of the Bost Offer and the advertisement for upset bid. In addition to the $100,000.00 price difference, the Craven Offer and the Bost Offer have several significant distinctions for the BOC to consider. First, the Craven Offer does not include the specified term regarding exterior guidelines. (One could argue that inclusion of this term is specifically required in the advertisement for upset bid). However, Mr. Craven and his counsel have verbally indicated to me this was an oversight and they have every intention of preserving the exterior of the building and are willing to amend their offer to include this provision. (2) The Craven Offer provides for a due diligence period of six months, up until the date of closing. Closing is proposed for 180 days after entering into a definite contract with the County. The practical effect of the Craven Offer is that the deposit money must be refunded in full up until the date of closing if the due diligence terms have not been met to the satisfaction of Craven. Due Diligence in the Craven offer is defined as whether the Property is in any manner deemed unsuitable to Craven. The Bost Offer provides for a due diligence period of sixty days from final acceptance of its offer, with specified due diligence . Page 1 £-;).J