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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