LOI-Art Berry-3.24.11March 24, 2011
LETTER OF INTEREST FOR PURCHASE
OF COMMERCIAL REAL PROPERTY LOCATED
1620 E. FRANKLIN ROAD, MERIDIAN, IDAHO
Mr. Arthur Berry
Arthur Berry Company
960 S. Broadway Ave, Suite 450
Boise, Idaho 83706
Re: Letter of Interest to Purchase 5.45 Acres Formerly Known As 1620 E. Franklin
Road, Meridian, Idaho.
Dear Mr. Berry,
The City of Meridian ("Purchaser") has worked in good faith with Arthur Berry
("Seller") to submit an offer to purchase the approximately 5.45 acres (237,402 square feet) of
real property owned by Seller identified by Ada County Tax Assessor's Parcel Number:
S 1108336013 (the "Property").
The purpose of this letter is to outline the manner in which the Purchaser proposes to
acquire the Property from the Seller. The parties recognize that the transaction will require
further documentation and approvals, including the preparation and approval of a formal
agreement setting forth the terms and conditions of the proposed purchase ("Purchase
Agreement"); nevertheless, they execute this letter to evidence their intention to proceed in
mutual good faith to complete work required to negotiate terms of a Purchase Agreement that are
consistent with this letter. Standing on its own, however, this letter is not intended to impose
any obligations whatsoever on either party, with the sole exception of an obligation to
bargain in good faith based upon the business understandings set forth in this letter. The
parties do not intend to be bound by any other agreement until both agree to and sign a
formal written contract. Neither party may reasonably rely on any promises inconsistent
with this paragraph.
The proposed terms and conditions include, but are not limited to, the following:
Purchase of PropertX. The Purchaser will purchase the Property from the Seller.
Purchase Price. The purchase price shall be $65.2,855.50, payable in cash at closing. The
fees and expenses of the Seller and its broker, if any, shall be deducted from the amount
Mr. Arthur Berry
03i 16.`2011
Page 2
otherwise paid to the Seller and said fees and expenses shall be disbursed to the persons entitled
thereto at the closing of the transactions contemplated herein ("Closing").
Escrow Deposit. The Purchase Agreement shall provide for Purchaser to make a deposit
of $10,000.00 to be held by an escrow agent mutually agreeable to the parties. The escrow
deposit will be applied to the purchase price at Closing or returned to Purchaser in accordance
with the Purchase Agreement.
Costs. Seller shall pay the following costs: Owner's title insurance policy. Purchaser
shall pay the following costs: Any additional title insurance desired by Purchaser and any survey
desired by purchaser. The following costs shall be shared equally: Escrow fees, closing costs,
and recording fees.
Conveyance of Title. Upon Closing, Seller shall convey title to the Property to Purchaser
by Warranty Deed.
Purchase Agreement. The transaction will be subject to the negotiation and execution of
a definitive Purchase Agreement with terms satisfactory to Seller and Purchaser. The Purchase
Agreement will contain representations, warranties, covenants, conditions, and indemnification
provisions customary in transactions of this size and type.
Title and Survey. The Purchase Agreement shall require Seller to deliver to Purchaser at
Seller's expense a title insurance policy insuring Purchaser as the owner of the Property in the
amount of the purchase price. Purchaser may also elect to order, at Purchaser's expense, an
ALTA survey for the Property within 20 days following execution of the Purchase Agreement.
Access. To permit Purchaser to conduct its due diligence investigation, as long as this
Letter of Interest remains in effect, the Seller will permit the Purchaser and its agents to have
reasonable access to the Property and to all of Seller's books and records related to the Property,
and will furnish to Purchaser such financial data, operating data, and other information as
Purchaser shall reasonably request. The Purchaser agrees to retain all information so obtained
from Seller on a confidential basis. Upon the termination of this Letter of Interest for any
reason, the Purchaser shall return promptly to the Seller all printed information received by the
Purchaser from the Seller in connection with the proposed transaction.
Ordinary Course of Business. The parties agree that the Property will be operated from
the date hereof through the Closing Date in the ordinary course of its business, consistent with
past practices.
Exclusivity. The parties agree to use their best efforts to enter into the Purchase
Agreement not later than May 1, 2011 ("Exclusivity Period"). The Purchaser shall have the right
to request the consent of the Seller to a fifteen (I5) day extension, and such consent shall not be
unreasonably withheld. The parties agree that during the Exclusivity Period the Purchaser shall
have the exclusive right to negotiate with the Seller for the purchase of the Property, and during
such Exclusivity Period the Seller agrees not to directly or through intermediaries solicit,
Mr. Arthur Berry
03.1-1611"2011
Page 3
entertain or otherwise discuss with any person any offers to purchase all or any portion of the
Property.
News Release. Neither Seller nor Purchaser will issue or approve a news release or other
announcement concerning the transaction without the prior approval of the other as to the
contents of the announcement and its release, which approval will not be unreasonably withheld.
This Letter of Interest and any subsequent purchase and sale agreement would be
contingent upon: (i) the completion by the Purchaser, to its satisfaction, of due diligence on the
Property, its prospects and potential; (ii) satisfactory completion of legal due diligence, including
review of material contracts and easements, and due diligence with respect to evaluation of
potential liabilities related to the Property and tax matters; (iii) Receipt of all required consents
of third parties; (iv) the occurrence of no material adverse change in the Property; and (v) the
completion of satisfactory legal documentation including adequate indemnifications and
representations.
None of the parties hereto shall be under any obligation to any other party (except for the
Exclusivity provisions hereof) until a definitive Purchase Agreement is executed.
This Letter of Interest may be executed in several counterparts and all so executed shall
constitute one letter binding on all the parties hereto even though all the parties are not
signatories to the original or the same counterpart.
If the foregoing is acceptable to you, kindly execute a copy of this letter in the place set
forth below and return it to Steve Siddoway at Meridian City Hall.
Very truly yours,
City of Meridian, Parks and Recreation
By
Ste a Siddoway, birector
ACCEPTED AND AGREED TO:
Arthur Berry
By
Arthur Berry, Owner