HomeMy WebLinkAboutPWM-City purchase agt form - S. Waterloo Business Park Site.- 10-17-23- clean- signedOFFER TO BUY AND ACCEPTANCE
TO: City of Waterloo, Iowa ("Seller")
FROM: PWM Companies, LLC, or assign ("Buyer")
Buyer hereby offers to buy, and the Seller by its acceptance agrees to sell, the real property situated in
Waterloo, Black Hawk County, Iowa, legally described as in the abstract of title and being a part of Section 9,
Township 88 North, Range 13 West of the Fifth Principal Meridian, City of Waterloo, Black Hawk County,
State of Iowa, consisting of _183.7 _ acres, m/1, and further described or delineated on an exhibit attached
hereto, together with any easements and appurtenant servient estates, but subject to (a) easements, servitudes,
conditions and restrictions of record; (b) general utility and right-of-way easements serving the Property; and
(c) restrictions imposed by the City zoning ordinances and other applicable law (the "Property"), upon the
following terms and conditions:
1. EARNEST MONEY AND PURCHASE PRICE. The Purchase Price shall be $ 6,613,200.00
($36,000.00 per acre), Split into three (3) phases. Phase 1 will consist of sixty (60) acres +/-, Phase 2 will
consist of sixty (60) acres +/-, and Phase 3 will consist of 63.7 acres +/-. The proposed delineation of the
phased closing are denoted in Exhibit A. of which $_50,000_ is on deposit with the law firm of Clark, Butler,
Walsh & Hamann to be held in trust as earnest money, and the balance of the Purchase Price shall be due and
payable in full at closing, to be delivered to Seller upon performance of Seller's obligations and satisfaction of
Buyer's contingencies, if any. If this Agreement is not accepted by Seller or if it is rescinded by Buyer for
failure of title or any other reason provided for in this Agreement, then the earnest money shall be returned to
Buyer. Any other release of earnest money shall require the written consent of both parties.
2. POSSESSION AND CLOSING. If Buyer timely performs all obligations, possession of the Property
shall be delivered to Buyer at closing. Closing shall occur by Phase 1: Sixty (60) acres on or about February
15, 2024 or as defined below under "Closing."2. Phase 2 closing will be within 24 months of closing on Phase
1. Phase 3 closing will be within 48 months of closing on Phase 1._, unless extended to a later date by the
parties in writing, but in any event after the approval of title by Buyer and satisfaction or waiver of other
contingencies. Buyer does not agree to take possession subject to the rights of non -owner occupants, if any,
now in possession.
3. REAL ESTATE TAXES. Seller shall pay taxes prorated to the closing date and any unpaid real estate
taxes payable in prior years. Buyer shall pay all subsequent real estate taxes. Unless otherwise provided in
this Agreement, at closing Seller shall pay Buyer, or Buyer shall be given a credit for, taxes from the first day
of July prior to possession to the date of possession based upon the last known actual net real estate taxes
payable according to public records. However, if such taxes are based upon a partial assessment of the present
property improvements or a changed tax classification as of the date of possession, such proration shall be
based on the current levy rate, assessed value, legislative tax rollbacks and real estate tax exemptions that will
actually be applicable as shown by the assessor's records on the closing date.
4. SPECIAL ASSESSMENTS. Seller shall pay at time of closing all installments of special assessments
which are a lien on the Property as of closing, and all prior installments thereof. All charges for solid waste
removal, sewage and maintenance that are attributable to Seller's possession, including those for which
assessments arise after closing, shall be paid by Seller. Any preliminary or deficiency assessment which
cannot be discharged by payment shall be paid by Seller through an escrow account with sufficient funds to
pay such liens when payable, with any unused funds returned to Seller. Buyer shall pay all other special
assessments or installments not payable by Seller.
5. RISK OF LOSS AND INSURANCE. Seller shall bear the risk of loss or damage to the Property prior
to closing. Seller agrees to maintain existing insurance, and Buyer may purchase additional insurance.
6. FIXTURES. Omitted.
7. CONDITION OF PROPERTY. The Property as of the date of this Agreement will be preserved by the
Seller in its present condition until possession. Except as expressly set forth in this Agreement, Seller sells the
Property "AS IS" and makes no warranties, expressed or implied, as to the condition of the Property, its
marketability, fitness for any particular use or purpose, or otherwise. Buyer is responsible to conduct its own
investigations and inspections.
8. ABSTRACT AND TITLE. Seller, at its expense, shall promptly obtain an abstract of title to the
Property continued through the date of acceptance of this Agreement, and deliver it to Buyer's attorney for
examination, or in lieu thereof Buyer may, at its own expense, obtain whatever form of title evidence it desires.
It shall show marketable title in Seller in conformity with this Agreement, Iowa law, and title standards of the
Iowa State Bar Association. The Seller shall make every reasonable effort to promptly perfect title. If closing
is delayed due to Seller's inability to provide marketable title, this Agreement shall continue in force and effect
until either party rescinds the Agreement after giving ten (10) days' written notice to the other party. The
abstract shall become the property of Buyer when the Purchase Price is paid in full. Seller shall pay the costs
of any additional abstracting and title work due to any act or omission of Seller, including transfers by or the
death of Seller or its assignees. After all valid objections have been satisfied or provided for, Seller shall have
no obligation to pay for further abstracting, excepting any made necessary by its own affairs.
9. SURVEY. If a survey is required under Iowa Code Chapter 354, or city or county ordinances, Buyer
shall pay the costs thereof. Buyer may, at Buyer's expense prior to closing, have the Property surveyed and
certified by a registered land surveyor. If the survey shows an encroachment on the Property or if any
improvements located on the Property encroach on lands of others, the encroachments shall be treated as a title
defect.
10. ENVIRONMENTAL MATTERS. Seller warrants to the best of its knowledge and belief that there
are no abandoned wells, solid waste disposal sites, hazardous wastes or substances, or underground storage
tanks located on the Property, the Property does not contain levels of radon gas, asbestos, or urea -
formaldehyde foam insulation which require remediation under current governmental standards, and Seller has
done nothing to contaminate the Property with hazardous wastes or substances. Seller warrants that the
property is not subject to any local, state, or federal judicial or administrative action, investigation or order, as
the case may be, regarding wells, solid waste disposal sites, hazardous wastes or substances, or underground
storage tanks. If required by law, Seller shall also provide Buyer with a properly executed groundwater hazard
statement showing no wells, solid waste disposal sites, hazardous wastes and underground storage tanks on the
Property unless disclosed here:
11. DEED. Upon payment of the Purchase Price, Seller shall convey the Property to Buyer by special
warranty deed, free and clear of all liens, restrictions, and encumbrances except as provided in this Agreement.
General warranties of the title shall extend to the time of delivery of the deed excepting liens and
encumbrances suffered or permitted by Buyer.
12. USE OF PURCHASE PRICE. At time of settlement, funds of the Purchase Price may be used to pay
taxes and other liens and to acquire outstanding interests, if any, of others.
13. REMEDIES OF THE PARTIES.
A. If Buyer fail to timely perform this Agreement, Seller may forfeit it as provided in the Iowa Code
(Chapter 656), and all payments made shall be forfeited; or, at Seller's option, upon thirty days written
notice of intention to accelerate the payment of the entire balance because of Buyer's default (during
which thirty days the default is not corrected), Seller may declare the entire balance immediately due and
payable. Thereafter this Agreement may be foreclosed in equity and the Court may appoint a receiver.
B. If Seller fails to timely perform this Agreement, Buyer has the right to have all payments made
returned to it, or Buyer may require specific performance by Seller.
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A. Buyer and Seller are also entitled to utilize any and all other remedies or actions at law or in
equity available to them, and the prevailing parties shall also be entitled to obtain judgment for costs and
attorney fees.
14. NOTICE. Any notice under this Agreement shall be in writing and be deemed served when it is
delivered by personal delivery or mailed by certified mail, addressed to the parties at the addresses given
below.
15. GENERAL PROVISIONS. In the performance of each part of this Agreement, time shall be of the
essence. Failure to promptly assert rights herein shall not, however, be a waiver of such rights or a waiver of
any existing or subsequent default. This Agreement shall apply to and bind the successors in interest of the
parties. This Agreement shall survive the closing. This Agreement contains the entire agreement of the parties
and shall not be amended except by a written instrument duly signed by Seller and Buyer. Paragraph headings
are for convenience of reference and shall not limit or affect the meaning of this Agreement. Words and
phrases herein shall be construed as in the singular or plural number, and as masculine, feminine or neuter
gender according to the context.
or broker in connection with this transaction. REAL ESTATE AGENT OR BROKER. Both parties recognize
that the Buyer is represented in this transaction by CBRE, Inc. Both parties also recognize that a commission
agreement and agency disclosure documents were executed with the Letter of Intent to Purchase as a precursor
to this document fully executed on May 3, 2023. Both Parties also recognize that CBRE's appointed agent
representing the Buyer in this transaction will be Mike Macri III in connection with this transaction. All
commissions due on the closing of each phase will be payable predicated on the separate commission
agreement attached as an exhibit to this document.
17. FOREIGN PERSON STATUS (FIRPTA, Foreign Investment in Real Property Tax Act). Seller
represents that it is not a foreign person as defined in Internal Revenue Code § 1445 and any related
regulations. At closing, Buyer will have no duty to collect withholding taxes for Seller pursuant to FIRPTA.
18. ADDITIONAL PROVISIONS.
(a) Special contingencies to effectiveness of Agreement. Notwithstanding any signatures below by
representatives of Buyer, this Agreement is expressly subject to approval by the city council of
Buyer.
(b) Buyer and Seller are parties to a certain development agreement with respect to the Property and
agree that Buyer's purchase and use of the Property shall be subject to the terms and conditions of
said agreement.
(c) Buyer's obligation to purchase the Property will be contingent upon Buyer's determining (in its
sole discretion) during the Due Diligence Period that it is satisfied:
(d) With the results of all environmental investigations, studies and tests completed by an
environmental testing firm acceptable to Buyer.
(e) With the results of all soil and other site engineering investigations, studies and tests, which Buyer
deems appropriate.
(f) With utilities, storm water detention and all on -site and off -site infrastructure to the Property, as
well as all planed storm water detention an infrastructure plans for the site being approved in a
site plan submitted to the City of Waterloo and full approval from the City prior to closing.
(g) With all government approvals desired and necessary for Buyer to develop the Property. These
approvals will include but are not limited to: (a) Site Plan approve (b) Appropriate zoning
approval and all associated covenants, code, and restrictions (CCR's) as well as permitted
building design and materials uses for the development. (c) development agreement(s) between
the City of Waterloo and the Buyer/Developer for (i): Development agreement for the
construction of roadways and infrastructure and associated, grants, loans, public funding or Tax
Increment Financing methods to pay for the development. (ii): Development Agreement for the
construction of the first plans buildings by the Buyer/Developer. (iii): Development agreement
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between the City of Waterloo and the Buyer/Developer for the sale of land to City procured
prospective Owner/Occupants with TIF incentives from said projects remaining in control of the
Buyer/Developer in exchange for land to be sold at acquisition cost plus amortized infrastructure
expense on a per acre basis. Details of these document will be formalized and memorialized in
the associated development agreements. (d) RISE Grant application, if applicable. (e) Any
required development agreements or planned assessment for the upgrading or improves to the
surrounding roadway and infrastructure systems necessitated by this development. (f) Iowa
Department of Transportation approve of access and interchange locations for the development in
all phases.
(h) With its review of all leases, easement agreements, maintenance agreements, or any other
agreements relating to the Property.
(i) With its review of all documents provided to Buyer by Seller.
(j) With its review of the status of title to the Property.
(k) That the Property is suitable to Buyer in accordance with Buyer's development plans.
(1) With lease termination agreements between Seller and any tenant(s) on the Property. Buyer will
request notice be provided to any cash rent or crop share farming leases or agreement on the
property prior to September 1, 2024. Buyer will negotiation new agreements with any farming
operations on the property to accommodate for proposed development work in 2024.
(m) Seller agrees that after the Purchase Agreement is signed, Seller will not (i) promote the sale of
the Property to, or solicit offers to purchase the Property from, other parties or (ii) discuss or
negotiate with other parties regarding the sale of the Property.
(n) Upon mutual execution of a purchase agreement for the property.
(o) Buyer my engage a real estate broker to market their proposed development.
19. ENTIRE AGREEMENT. Except as stated in paragraph 18(b), this Agreement represents the entire
agreement between the parties, superseding all prior or contemporaneous understandings, negotiations,
discussions, or agreements between the parties with respect to the subject matter hereof.
20. ACCEPTANCE. When accepted, this Agreement shall become a binding contract.
Dated 10-17-2023
Accepted by Seller on
SELLER
City of Waterloo, Iowa
By:
Que/2'lt/t J lar siceio'
Mayor
Attest: Kelley ¶FelchT
City Clerk
BUYER
PWM Companies, LLC (or assignee identified
below) .
By: Ii1J— . 1"---
Title: CFO
Assignee:
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Exhibit A: PWM, LLC/ OPUS Design Build —Development Plan
8 OPUS
Waterloo Industrial
WATEPtOQ. IA
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Exhibit B: "South Waterloo Business Park" - Parcel Map
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Exhibit C: Appointed Agency & Commission Documents
DISCLOSURE OF APPOINTED AGENCY
(Iowa)
CBRE, INC.
Licensed Real Estate Broker
To: City of Waterloo, IA ("Seller/Landlord") and PWM, LLC. ("Buyer/Tenant")
Property: "The South Waterloo Business Park" consisting of a total of six (6) parcels totaling 183.7 acres
herein referred to a ("Property") Subject parcels Include:
1. Parcel #: 881309326008- 79.66 Acres (3,469,990 SF)
2. Parcel #: 881309176004- 28.39 Acres (1,236,668 SF)
3. Parcel #: 881309176005- 3.15 Acres (137,214 SF)
4. Parcel #: 881309326010- 9.53 Acres (415,127 SF)
5. Parcel if: 881309326011- 10.42 Acres (453,895 SF)
6, Parcel#: 88[309351001- 33.66 Acres (1,466,230 SF)
Hereby referred to as "Property".
CBRE, Inc. ("CBRE") represents -both-Seller/Landlord and Buyer/Tenant in the sale, lease; or other
transaction concerning the above -referenced Property (the "Transaction"). For purposes of the Transaction,
CBRE and-2Se11erkandlerd have appeinted4Mi1se-Maees- IlSellea's/Landlerd's Appointed-Agent19-te
act as the ,^,ote-brokerage agent of Seller/Landlord to the lien of all of# • •�2,.^^^^T i �^n"�, For
purposes of the Transaction, CBRE and Buyer/Tenant have appointed [Mike Macri III) ("Buyer's/Tenant's
Appointed Agent") to act as the sole brokerage agent of Buyer/Tenant to the exclusion of all other licensees
of CBRE.
In the event that, during the course of the Transaction, any client's appointed agent is not be able to fulfill
the terms of the applicable brokerage agreement or, as such client and CBRE's Iowa designated broker may
otherwise agree, another licensee affiliated with CBRE may be appointed as such client's appointed agent
provided that, at such time, CBRE complies with the requirements of Iowa AdminCode Rule 193E-
12.7(543B). Any such appointment of another affiliated licensee or an additional affiliated licensee does
not relieve the first appointed agent of any of the duties owed to the client.
Seller's/Landlord's Appointed Agent and Buyer's/Tenant's Appointed Agent each represents solely and
exclusively the interests of such licensee's respective client in the Transaction. Seller's/Landlord's
Appointed Agent and Buyer's/Tenant's Appointed Agent may not disclose, except to CBRE's Iowa
"designated broker" or such licensee's supervising broker (if different), any information made confidential
by request or instructions of' the client such licensee is representing or otherwise deemed confidential by
statute or rule, except information permitted or required to be disclosed by applicable law.
Buyer/Tenant acknowledges that Seller's/Landlord's Appointed Agent owes the duties to a client set forth
in Iowa Code section 543B.56, subsection 2 (below) exclusively to Seller/Landlord; and Seller/Landlord
acknowledges that Buyer's/Tenant's Appointed Agent owes such duties exclusively to Buyer/Tenant.
Seller's/Landlord's Appointed and Buyer's/Tenant's Appointed Agent each owe the duties set forth in
543B.56, subsection 1 (below) to all parties to the Transaction.
LICENSEE'S DUTIES TO ALL PARTIES IN .A TRANSACTION
(IOWA CODE SECTION 543B.56(1))
In providing brokerage services to all parties to a transaction, a licensee shall do all of the following:
a, Provide brokerage services to all parties to the transaction honestly and in good faith.
b. Diligently exercise reasonable skill and care in providing brokerage services to all parties.
c. Disclose to each party all material adverse facts that the licensee knows except for the following:
(1) Material adverse facts known by the party.
(2) Material adverse facts the party could discover through a reasonably diligent inspection,
and which would be discovered by a reasonably prudent person under Iike or similar
circumstances.
(3) Material adverse facts the disclosure of which is prohibited by law,
(4) Material adverse facts that are known to a person who conducts an inspection on behalf of
the party.
d. Account for all property coating into the possession of a licensee that belongs to any party within
a reasonable time of receiving the property.
LICENSEE'S DUTIES TO A CLIENT
(IOWA CODE 543B.56(2))
In addition to the licensee's duties under the Section 543B.56 subsection (1) above, a licensee providing
brokerage services to a client shall do all of the following:
a, Place the client's interests ahead of the interests of any other party, unless loyalty to a client violates
the licensee's duties under subsection 1, section 543B.58, or under other applicable law.
b. Disclose to the client all information known by the licensee that is material to the transaction and
that is not known by the client or could not be discovered by the client though a reasonably diligent
inspection.
c. Fulfill any obligation that is within the scope of the agency agreement, except those obligations
that are inconsistent with other duties that the licensee has under this chapter or any other law.
d. Disclose to a client any financial interests the licensee or the brokerage has in any business entity
to which the licensee or brokerage refers a client for any service or product related to the
transaction.
Seller/Landlord and Buyer/Tenant acknowledge and agree that their representation by separate appointed
agents affiliated with CBRE does not result in a dual agency by CBRE or CBRE's designated broker for
Iowa.
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The undcraignet! SellerflA ndlord and Bayed enatit acknowledte that thcy Isave grad and understood this
form nrid each hm-cby consent$ to the appointed a acy ralalliouships described herein.
!City of Wi<tcrkw JA[ 1 e11crJ ndlOrdia
Name'
Fi4P4iukt
fPWM,"LC I (3uyerIJ eua]rt]:
404-RmarilattiAitl1 son
Tittc: 1p_aber
CBRt, .Mac.:
uu.rsRnua cy.
1. 04v,��
Alsa ri4iila n ]. Wright
Title Mnapagjawor
yam; •3. 23
Datc4/6/2023
Date: 5 /3 /2023
Iowa Sale/Lease Disclosures
Property: "The South Waterloo Business Park" consisting of a total of six (6) parcels totaling
183.7 acres herein referred to a ("Property") Subject parcels Include:
1. Parcel #: 881309326008- 79,66 Acres (3,469,990 SF)
2. Parcel #: 881309176004- 28.39 Acres (1,236,668 SF)
3. Parcel #: 881309176005- 3.15 Acres (137,214 SF)
4. Parcel #: 881309326010- 9.53 Acres (415,127 SF)
5. Parcel #: 881309326011- 10.42 Acres (453,895 SF)
6. Parcel 41: 881309351001- 33.66 Acres (1,466,230 SF)
Hereby referred to as "Property".
Seller/Landlord Disclosure of Material Facts, Delivery of Reports, and Compliance with Laws. Sellers/landlords
are hereby requested to disclose directly to buyers/tenants all facts known to sellers/landlords that materially affect
the value or desirability of the Property and are not readily observable nor known to the buyer/tenant, including, but
not limited to, facts regarding hazardous materials, zoning, construction, design, engineering, soils, title, survey,
fire/life safety, proneness to natural hazards such as earthquakes, and other matters, and to provide buyers/tenants with
copies of all reports in the possession of or accessible to sellers/landlords regarding the Property. Sellers/landlords
and buyers/tenants nmst comply with all applicable federal, state and local laws, regulations, codes, ordinances and
orders, including, but not limited to, the 1904 Civil Rights Act and all amendments thereto, the Foreign Investment in
Real Property Tax Act, the Comprehensive Environmental Response Compensation and Liability Act, and The
Americans With Disabilities Act.
Americans with Disabilities Act (ADA). The Americans With Disabilities Act (42 United States Code §12101 et
seq.) and other federal, state and local requirements may require changes to the Property. Have your experts
investigate and evaluate these matters.
Taxes. Sales, leases and other real estate transactions can have federal, state and local tax consequences. In sales
transactions, Internal Revenue Code §1445 requires buyers to withhold and pay to the IRS 15% of the gross sales
price within 20 days of the dale of a sale unless the buyers can establish that the sellers are not foreigners, generally
by having the sellers sign a Non -Foreign Seller Affidavit. Depending on the struchrre of the transaction, the tax
withholding liability can exceed the net cash proceeds to be paid to sellers at closing. Have your experts investigate
and evaluate these matters.
Flood Zones. Many lenders require flood insurance for properties located in flood zones, and government authorities
may regulate development and construction in flood zones. Whether or not located hi a flood zone, properties can be
subject to flooding and moisture problems, especially properties on a slope or in low-lying areas. Buyers/tenants
should have their experts confirm whether the Property is in a flood zone and otherwise investigate and evaluate these
matters.
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Ties. Properties, whether or not located in a fire hazard zone, are subject to fire/life safety risks and may be subject
to state and local fire/life safety -related requirements, including retrofit requirements. Have your experts investigate
and evaluate these matters.
Hazardous Materials and Underground Storage Tanks. Due to prior or current uses of the Property or in the areas
or the construction materials used, the Property may have hazardous or undesirable metals (including but not limited
to lead -based paint), minerals (including but not limited to asbestos), chemicals, hydrocarbons, petroleum -related
compounds, or biological or radioactive/emissive items (including but not limited to electrical and magnetic fields) in
soils, water, building components, above or below -ground tanks/containers or elsewhere in areas that may or may not
be accessible or noticeable. Such items may leak or otherwise be released. If the Property was built before 1978 and
has a residential unit, scllers/landlords must disclose all reports, surveys and other information known to them
regarding lead -based paint to buyers/tenants and allow for inspections (42 United States Code §4851 et seq.). Have
your experts investigate and evaluate these matters.
Property Inspections and Evaluations. Buyers/tenants should have the Property thoroughly inspected and all parties
should have the transaction thoroughly evaluated by the experts of their choice. Ask your experts what investigations
and evaluations may be appropriate as well as the risks of not performing any such investigations or evaluations.
Information regarding the Property supplied by the real estate brokers has been received from third party sources and
has not been independently verified by the brokers. Have your experts verify all information regarding the Property,
including any linear or area measurements, the availability of all utilities, applicable zoning, and entitlements for the
intended use. All work should be inspected and evaluated by your experts, as they deem appropriate. Any projections
or estimates are for example only, are based on assumptions that may not occur, and do not represent the current or
future performance of the property. Real estate brokers are not experts concerning, nor can they determine if any
expert is qualified to provide advice on, legal, tax, design, ADA, engineering, construction, soils, title, survey, fare/life
safety, insurance, hazardous materials, or other such matters. Such areas require special education and, generally,
special licenses not possessed by real estate brokers. Consult with the experts of your choice regarding these matters.
CONSULT YOUR ADVISORS —This document has legal consequences. No representation or
recommendation is made by Broker as to the legal or tax consequences of this Agreement or the transaction(s)
which it contemplates. This form is not intended to substitute for any disclosures the law requires that the parties
make to each other. These are questions for your attorney and financial advisors.
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COMMISSION AGREEMENT
THIS COMMISSION AGREEMENT ("Agreement") made this April 4, 2023, by and between CBRE
lnc.("Broker"), and the following person or entity, ("Owner"):
City of Waterloo, Iowa
715 Mulberry St.
Waterloo, IA 50703
IN CONSIDERATION OF THE MUTUAL PROMISES IN THIS AGREEMENT, OWNER AGREES:
1. For a period of Twelve (12) months from the dole of this Agreement (the "Term") to pay Broker a
commission as provided herein if the Buyer/Tenant client (named below) represented by Broker's
Appointed Agents] (named below) purchoses or leases the following described property:
Properly: "The South Waterloo Business Park" consisting of a total of six (6) parcels totaling 183.7
ocres herein referred to a ("Property") Subject parcels Include:
1. Parcel #: 881309326008-
2. Parcel #: 881309176004-
3. Parcel #: 881309176005-
4. Parcel #: 881309326010-
5. Parcel #: 881309326011-
6. Parcel #: 881309351001-
79.66 Acres (3,469,990 SF)
28.39 Acres (1,236,668 SF)
3.15 Acres (137,214 SF)
9.53 Acres (415,127 SF)
10.42 Acres (453,895 SF)
33.66 Acres (1,466,230 SF)
Name of Broker's Appointed Agent: Mike Macri III
2. In the event of a sale of the Property, the commission shell be Three percent (3%) of the sales price and
shall be paid at Closing.
3. In the event of a lease of the properly, the commission shall be Three percent (3%) of the gross rent during
the lease term. (including negotiated renewals, exercised options or extensions by tenant). Should tenant
lease oddiiional space from Owner during the term of any lease resulting from this Agreement (including
negotiated renewals, exercised options or extensions), Owner agrees to pay Broker at the time such
additional space is leased an additional Three percent (3%) commission on the gross rent during the
lease term for said additional space, Should tenant, during the term of any lease negotiated in
conjunction with this Agreement, purchase the Property, Owner agrees to pay Broker, at Closing, a three
(%) commission of the sales price. Broker, upon execution of the lease, may record an affidavit setting
forth its rights to additional commissions upon any negotiated renewals, exercised options, extensions,
additions to the lease or sale of the Property. The original commission shall be paid when the lease is
executed by tenant; future commissions shall be paid when an option is exercised, when a lease extension
or negotiated renewal is executed by tenant, or when a purchase agreement is executed by tenant.
Owner understands and agrees that a portion of the commission paid to Broker can be paid to the
Appointed Agent(s).
NO AGENCY REIATIONSHIP
The Owner acknowledges that the Broker's Appointed Agent(s] represents exclusively the above named client of
Broker's Appointed Agents] with respect to the Property and That no agency relationship exists between Broker or
any of its real estate agents and the Owner.
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DUTIES TO ALL PARTIES No TO A CLIENT
The Appointed Agents[ hone disclosed *Vie Owner tho du9ies of Broker and ihe Appointed At nni(s[ ra
bI I parlibs and io the Appointed Agen1[]' Client through a Disclosure of Agency Relailanthlp giwah to Owner prior
io the Owner's execution of this Agreements which diedas use is incorporpl l herein as if fully set forth.
BROM AND OWNER i=1JRTHERAGREE:
1, Conveyance al Ihe Properly by char moons (Le_, o Ilke•klnd exchon a}'a II be considered a'sole" within
the melanin of 11,4 Agreement
2. Owner has furnished [p Broker arbd its Appointed Agent[s] all relernre i ilc rmaiion corxerring the
Properly, Including specifically all inforrnalion regarding underground storage monks, hazordous wastes
rr wrobs slh,ated an the Property_ Owner amrronts and represents Ihai ihe Information provir.leri is true,
coned and cornpre'e Jo the best of Owner's lrnawledge. Dw,ser agrees to Indemnify and hale Broker
and the Appointed Agrni[s) hornless tram any and all Ipgs, dpmpge, Gobility or expense finduding
❑homey'# fees] In conneclian with ony bread' of this rcprescntation and warranty by Owntf,
3. Braker shall be proleoer.1 for al period of ORB hundred eight)] (Il days Ater the terra hereof an ali
prospect intrpduced la +he P,toperiy during the Term 4 the Broker's AppaiededAgant[s], This Agreement
shall b binding upon the hake, successors errd assigns of [ire Owner. '%thing In this Agreement shall
be construed to make Broker the mar gex of to Properly. In the cv at oEo $uit to aol left commissions
due Broker undertllit A rra,rIon[, Owner agrees to pay Broker's CIiton+reya fees and expenses.
TH5 15 A LEGALLY BINDIN NT it NOT UNDERSTOOD SEFKLEGAL? }VICE BEFORE SIGNING,
lord):
Name;
Title:
Dater
[MK LLCgCJ (BuyerrT taut):
3E46 Data: 4/SJZO23
tier IS '.9PW@.Vrr71 son
Titre: Auk er
CBRE,
(urrL S4rta o-y.
I NI(IIAlab P. Ir�4 Iyl,
' Ia yike.11k})aam ] : Wri ght
Title: 1anemins DitrcLar
bete: 5/3/2023