[LETTERHEAD OF RESPONDING FIRM]
March ___, 2014
Mr. Joe McWilliams
Managing Director, Real Estate Division
Port of Seattle
PO Box 1209
Seattle, WA 98111
Re:
Letter of Intent – Tsubota Steel Site
Dear Mr. McWilliams:
Subject to the execution of a mutually acceptable purchase and sale agreement, we are pleased to present this
letter of intent (“LOI”) offer to purchase the Tsubota Steel site under the following terms and conditions:
1. Seller. Port of Seattle, a Washington municipal corporation.
2. Buyer. [INSERT BUYER’S NAME/ACQUISITION ENTITY]. With Seller’s prior written consent,
Buyer may assign its interest to any entity in which it has a controlling interest.
3. Property. An approximately 3.44-acre site located at 1819 15th Avenue West in Seattle’s Interbay
neighborhood that includes King County Parcel Numbers 766620-1560, -1595, -1600, -1601, -1605, and 1620 as identified on Exhibit A (the “Property”). Together will the real property, Buyer will also
purchase all of Seller’s rights, title and interest in all of the fixtures and improvements associated with the
Property.
4. Due Diligence Period. Buyer will have ninety (90) days from the Effective Date (as defined below) of
this LOI to review and evaluate all aspects of the Property (the “Due Diligence Period”). Seller will grant
Buyer the right to go onto the Property to conduct reasonable tests and inspections pertaining to the
Property.
5. Document Delivery. Seller will deliver to Buyer true and correct copies of any environmental reports,
engineering reports, land surveys, soil tests, title reports, permits and such other documents that Seller
may have in its possession pertaining to the Property within five (5) business days of the Effective Date.
6. Property Condition - Release. Seller will deliver the Property to Buyer at closing in its “as is, where is”
condition, with all faults and defects, known and unknown, without warranty or representation of any
kind or character by Seller. Buyer will release Seller from all claims related in any way to the
environmental condition of the Property. Buyer acknowledges the foregoing and agrees that it will have
an adequate opportunity during the Due Diligence Period to inspect the Property to Buyer’s satisfaction.
7. Purchase Price. Buyer agrees to pay Seller a purchase price of ________________________ Dollars
($__________________) for the Property (the “Purchase Price”). Buyer will pay Seller the Purchase
Price in cash at closing.
Joe McWilliams
March ___, 2014
Page 2 of 4
8. Earnest Money. Pursuant to the terms of the request for offers, Buyer has submitted, together with this
LOI, a good faith deposit of Twenty-Five Thousand Dollars ($25,000). Seller will deposit into escrow
this amount within three (3) days of full execution of the purchase and sale agreement entered into by the
parties as Buyer’s earnest money under the purchase and sale agreement (the “Earnest Money”). The
Earnest Money will become non-refundable after waiver or completion of any contingencies, unless there
is a default by Seller and closing does not occur, in which case Seller will refund the Earnest Money to
Buyer. The Earnest Money will be fully applicable to the Purchase Price, unless there is a default by
Buyer and closing does not occur.
9. Existing Leases. Buyer acknowledges that two short-term lease agreements (Utilikilts and Clear
Channel) currently encumber the Property. Buyer shall accept assignment of all of Seller’s rights and
obligations under these leases as of closing.
10. Closing. The proposed transaction will close within thirty (30) days of waiver or completion of any
contingencies.
11. Termination. Either party has the right to terminate this LOI and any discussions or negotiations at any
time and for any reason by written notice to the other party. Upon delivery of any such termination
notice, the parties will have no further right, remedy or obligation to each other under this LOI.
12. Brokerage Commission. Seller represents that it has not engaged a broker to assist with the proposed
transaction. Buyer will be responsible for paying the commission of any broker it chooses to engage.
Buyer will indemnify, defend and hold harmless Seller from and against any and all commissions and
commission claims.
13. Exclusive Dealings. From the Effective Date (as defined below) until termination of this LOI or
closing, whichever is later, Seller agrees not to engage in negotiations with any other party regarding the
sale of the Property.
14. LOI Costs. Seller and Buyer will be responsible for their own costs and expenses, including attorney
fees, in connection with this LOI.
15. Approvals. The sale of the Property is subject to Port Commission approval, including adoption of a
resolution declaring the Property surplus to Port needs.
16. Non-Binding. This LOI is non-binding in all respects and it shall not be construed to obligate or
compel either the Seller or Buyer to undertake any activity or to perform any duty. The parties intend
that this LOI will be superseded by, and the parties will only be bound by, the terms of a purchase and
sale agreement, in form, content and substance satisfactory to both parties and authorized by the Port
Commission. No negotiations, course of dealings or other circumstances shall obligate either party to
enter into a purchase and sale agreement.
Joe McWilliams
March ___, 2014
Page 3 of 4
17. Effective Date. The effective date of this LOI will be the date on which Seller signs this LOI.
Sincerely,
[Buyer’s Representative]
THIS LETTER OF INTENT IS ACKNOWLEDGED AND ACCEPTED BY THE PORT OF SEATTLE
AS OF THE DATE INDICATED BELOW.
PORT OF SEATTLE
By:
Name:
Its:
Date:
EXHIBIT A
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