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HomeMy WebLinkAboutPWM Companies, LLC - Offer to Buy and Acceptance - 4.15.2024 OFFER 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 90 acres, mil, 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 $1.00, 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 If this Agreement is not accepted by Seller or if it is rescinded by Buyer for failure of title or any other reason provided for in this Agreement, then the earnest money shall be returned to Buyer.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 June 15,2024, 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. 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. 2 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. 16. NO REAL ESTATE AGENT OR BROKER. Neither party has used the service of a real estate agent or broker in connection with this transaction. 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. 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 q•f'0,2c Accepted by Seller on -t 16- 2- .'-t SELLER BUYER City of Waterloo,Iowa PWM Companies,LLC(or assignee identified below)By: I nitA 61" Mayor �y�jj''�Title: Cit''� A+4 flj40"/..- Attest: f Assignee: City Clerk 3