“Emerald Knights” Property Term Sheet

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Emerald Knights Property

Term Sheet

February 1, 2010

To: City of Cedar Rapids

Lagniappe Investments, LLC and Zydeco Investments, LLC (collectively, the Sellers) propose thefollowing terms for the acquisition of the Property, as described below:

1. City Property Acquisition.

A. Property. The property (Property) offered is described as:

Lots 6, 7, 8, 9 And 10, Block 58, Original Town, Now City Of Cedar Rapids, Linn County, Iowa(Owner: Lagniappe Investments, LLC) and

Lots 1, 2, 3 and the SW-LY 20 Feet of Lot 4, Block 58, in the Original Town, Now City, of CedarRapids, Iowa (Owner: Zydeco Investments, LLC)

B. Total Purchase Price.

The Property is offered at the total Purchase Price of $2,600,000, payable at the time of Closing.

C. Additional Terms of Purchase.

(i) Included in the Purchase Price is the demolition of the buildings located on theproperty owned by Lagniappe Investments, LLC and the disposal of the rubble, providedthat the cost of demolition and disposal does not exceed the total amount of $150,000.To the extent the total cost of the demolition disposal exceeds $150,000, such excessshall be added to the Purchase Price. Any demolition bid shall be subject to review andapproval by the City of Cedar Rapids. (The Sellers shall deliver the tract that consists ofthe parking lot on First Avenue in its current condition.)

(ii) Sellers shall be responsible to pay the property taxes to the date of Closing andany transfer tax due.

(iii) The Property shall be delivered to the City free of any leases and all existingtenants shall be removed by the Sellers.

(iv) The Property shall be used as the site for construction of a new main library forthe Cedar Rapids Public Library.

(v) The final terms of the transaction shall be subject to the approval of the Sellers.


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(vi) This transaction shall be considered an involuntary conversion within themeaning of Section 1033(a) of the Internal Revenue Code.

(vii) This term sheet is not intended to be a detailed statement of all the terms andconditions, but rather a conceptual outline of the key terms. The execution of thePurchase Agreement shall bind the parties.

2. Time Period of Acquisition.

Sellers propose that the Closing be held on the first to occur of (a) the date that is ninety (90) daysafter written notice from the City or (b) prior to December 31, 2010.

3. Time Period of Relocation.

Sellers will be responsible to relocate any lessees in possession on or before the date of Closing.(See 2. above)

Respectively submitted,

Thomas C. SlatteryAuthorized Representative forLagniappe Investments, LLCZydeco Investments, LLC


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Bob Wholesale Cars Terms Sheet

Agreement Provision Recommended Terms Validation Contact Timing1 City property acquisition $775,000 To cover my debt and

a reasonable relocation fee.Through a certifiedappraiser in the Stateof Iowa.

Bob HimesOwner533-4760ORCurtisDanbesti

Attorney396-2410

Appraisalreview iscomplete.

2 Time period of acquisition

3 Time period of relocation We can sell with a 30 day

notice and option to rent backfrom you until time of demo orwe have relocated, which evercomes first.

This puts sections 2 and 3together.

4 Funding source to closeidentified gap betweenappraised value andsales price.

5 Additional contingenciesneeded to successfullyclose the transaction

Some things may come up aswe move forward with thisworksheet, just relocation spotat this time.


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MEMO

To: City of Cedar Rapids & Cedar Rapids Public Library Board of Trustees

From: TrueNorth Companies, L.C.

Date: February 2, 2010

The City has asked us to submit a draft Terms Sheet outlining general terms for the possiblepurchase of our property as a location for a future home of the Cedar Rapids Public Library. We arehappy to provide the requested information, but felt some additional information would provideimportant context to the information requested.

Over the course of the past year we have had many discussions with the City and Library Board

about a potential use of the block where we are located. The discussions have included an intermodalfacility, a city park, a joint government facility and a library. As a long time member of the downtowncommunity, we have considered many alternatives to prepare our business for possible relocation.After considering the current situation, many location alternatives, and the implications on our ownbusiness, it was our conclusion that our first choice is to stay at our present site.

How did we come to that conclusion? As you can appreciate, there are many issues to considerwith relocation. The hard dollar cost of the move and, equally important, the soft cost. To some extentthe hard costs are the easiest to estimate (such as the cost to acquire a lot and to construct a newfacility). The disruption to our business, and the time and energy we would spend on the constructionproject, versus keeping our complete focus on our business, is the subjective soft cost that is difficult tomeasure. As outlined in the attached term sheet, we have estimated the hard cost of a move to be $7.5million. For our own analysis, we estimated that the soft cost would be in the $2 million dollar range.Other considerations included increased efficiencies with a new facility, better or worse accessibility,along with increased costs such as parking and property taxes. The net result of this extensive analysisresulted in the long term additional net cost of over $1 million, for a total projected cost of over $8.5million to relocate.

More recently, attention has focused on the need to rebuild a main Cedar Rapids library. As apart of the downtown Cedar Rapids business community, we have tried to consider the implicationsbeyond our own business and focus on the future of our community. We clearly understand thereasons for placing the library here: the expansion of Green Square Park, the proximity to trails, thecontrast of old and new libraries facing across the park, the clear consistency with the Citysdowntown development plans, and the synergies with the art museum and park are quite attractive.We also understand the benefits of a First Avenue location with access to I-380 and potential forattached parking.

We feel it is important for you know that TrueNorth does not want to be an impediment in thelocation process. Even though our first choice is to stay at our current location, we are open todiscussions about alternative locations for our facilities if the best option for our community is tolocate the library at our site.


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TrueNorth Companies, L.C., February, 2, 2010

TrueNorth (TN) Terms Sheet

AgreementProvision

Recommended Terms Validation Contact Timing

1 City propertyacquisition

Total purchase price of$7,500,000 (NPV); Ordinary &customary down payment;

Cash at closing sufficient toallow launch of replacementfacility & with flexibility onremaining payment terms andstructure to achieve priceabove.

Estimated replacementand relocation costsfrom multiple sources &current appraisal from a

certified appraiser in theState of Iowa at$4,025,000 for theexisting building &parking lot adjoining tothe southeast.

Randy Rings,

319-739-1382,[email protected]

Selectedprovisions

of theappraisalreport areattached.

2Time period ofacquisition

We project the 18 monthswould be the ordinary timeframe to move from this initialterms sheet to a closing of apurchase, however, TNbelieves it is possible, and is

willing to make the effortrequired of it, to accommodateground-breaking on libraryconstruction in February, 2010.

Current title work andappraisal, andenvironmental reportsare in hand and a search

for relocationalternatives is underway.

same

3Time period ofrelocation

We project the 24 monthswould be the ordinary timeframe to move from this initialterms sheet to a closing of apurchase, however, TNbelieves it is possible, and iswilling to make the effortrequired of it to try to relocate

by fall of 2011.

A search for relocationalternatives and designconsiderations isunderway.

same

4

Funding source toclose identified gapbetween appraisedvalue and salesprice.

Cash at closing preferred, butTN is open to work onalternative structures, includingproperty tax relief over time, toachieve the proposed cost.

same

5

Additionalcontingenciesneeded to

successfully closethe transaction

Ordinary & customarypurchase terms

TN purchase of replacementlot for $2M or less

Tax-free structure Use of current building by TN

for time between 2 & 3 above Alternative, roughly

equivalent, parking providedto TN for time between 2 & 3above

same


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Guaranty Realty Terms SheetAgreement Provision Recommended Terms Validation Contact Timing

1 City property acquisitionLike kind exchange of parking.36 spots near the Guarantybldg at 302 3

rdAve SE

Through a certifiedappraiser in the Stateof Iowa.

Joe Moorman319-560-2415

Appraisalreview iscomplete.

2 Time period of acquisition

open

3 Time period of relocation

open

4 Funding source to closeidentified gap betweenappraised value andsales price.

5 Additional contingenciesneeded to successfullyclose the transaction

“Emerald Knights” Property Term Sheet

Documents

Transcript of “Emerald Knights” Property Term Sheet