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HomeMy WebLinkAboutHollis Farms, Inc-10/21/2013-e.rvk x 5 3r c htvr- Kc .i, 1 ASSIGNMENT OF REAL ESTATE CONTRACT THIS ASSIGNMENT is made and entered into this o2 i day of C0b2g- , 2013, by and between Hollis Farms, Inc., an Iowa corporation, and the City of Waterloo, a municipal corporation ("City"). 1. Assignment. Hollis Farms, Inc. hereby assigns all of its right, title and interest in the Real Estate Contract (Short Form) between Cecil Sieglaff and Betty Sieglaff, married persons, as Sellers, and Hollis Farms, Inc., an Iowa corporation, as Buyer, dated October , 2013 (hereinafter "Contract") for the sale of the following described real estate: The Southeast Quarter of the Southeast Quarter (SE 1/4 SE 1/4) of Section 10, Township 87 North, Range 14 West of the 5th P.M. in Black Hawk County, Iowa, except the highway and adjoining public right of way (32.6 tillable acres, more or less). 2. Acceptance of Assignment. City hereby accepts assignment of the Contract. HOLLIS FARMS, INC. THE CITY OF WATERLOO, A MUNICIPAL CORPORATION By: Blake G. Hollis, President By: Mayor By: Suzy Scares, City Clerk The undersigned, Cecil Sieglaff and Betty Sieglaff, married persons, hereby consent to the Assignment set forth above. Cecil Sieglaff Betty Sieglaff 1 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT is entered into this oc j day of OC. A," , 2013, by and between the City of Waterloo, a municipal corporation ("City"), and L & H Farms, Ltd., an Iowa general partnership ("LHF"). WHEREAS, City has offered to purchase approximately 32.6 acres more or less of Black Hawk County agricultural land described on the attached Exhibit "A" (hereinafter "Farm Land") for the sum of $461,290.00 on or before Friday, November 29, 2013, if LHF will agree to accept a conveyance of the Farm Land in exchange for 10.156 acres of development land located at the intersection of U.S. Highway 20 and Ansborough Avenue; and WHEREAS, LHF is the owner of 10.156 acres of real property located at the southeast corner of the intersection of U.S. Highway 20 and Ansborough Avenue described on the attached Exhibit "B" and depicted on the aerial photograph on attached Exhibit "C" (hereinafter "Development Land"); and WHEREAS, LHF is willing to convey the Development Land to City in exchange for the Farm Land so as to qualify the transaction for the non -recognition of gain under Internal Revenue Code Sec. 1031 (such exchange being hereafter referred to as the "Exchange"). NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: Section 1. Construction and Interpretation. This Agreement shall be carried out, governed by, and construed in accordance with the laws of Iowa and, to the extent necessary or appropriate, to obtain like -kind exchange treatment under Internal Revenue Code §1031. The parties agree to execute any additional documents required to allow this transaction to so qualify. LHF agrees to bear any expenses associated with document preparation necessary to qualify the Exchange for like -kind exchange treatment. Section 2. Contingencies. 2.1 City's obligations herein are subject to and conditioned upon the following: A. The City Council for the City of Waterloo, Iowa, adopting a resolution authorizing City to take assignment of the contract to purchase the Farm Land pursuant to the agreed-upon terms and conditions of the assignment set forth in Section 3 below, and further authorizing City to purchase the Farm Land for the sum of $461,290.00 pursuant to the terms and conditions of said contract; 1 1 B. The City Council for the City of Waterloo adopting a resolution authorizing City to convey the Farm Land to LHF in exchange for the Development Land by directing the sellers of the Farm Land to convey it directly to LHF in accordance with the terms of that certain Option Exchange Agreement between City and LHF dated March 8, 2010; C. City completing its purchase of the Farm Land prior to closing on this exchange with LHF. 2.2 LHF's obligations herein shall be subject to and conditioned upon City completing its purchase of the Farm Land. Section 3. Terms of Assignment. City will be taking assignment of an existing contract to purchase the Farm Land. A copy of said contract, as amended, is attached to this Agreement as Exhibit "D." A copy of the Assignment is attached as Exhibit "E." Section 4. Conveyance of Property. 4.1 City agrees to require the current owners of the Farm Land to convey said real property directly to LHF by warranty deed as consideration for LHF's conveyance of the Development Land to City by warranty deed; 4.2 City agrees to accept the conveyance of the Development Land in accordance with the terms and conditions of this Exchange Agreement. 4.3 In recognition of LHF's role in identifying and pre -approving the Farm Land for acquisition by City for purposes of this Agreement, LHF agrees to accept the conveyance of the Farm Land "as is," subject to all conditions, easements, restrictions and other characteristics, and hereby acknowledges that City has not made and will not make any representation or warranty with respect to the Farm Land, whether as to merchantability of said land, its fitness for any particular purpose, or otherwise. 4.4 The parties agree that both the Farm Land and the Development Land shall be deemed to have a value of $461,290.00 for purposes of this transaction. 4.5 No cash consideration will be exchanged between the parties. Section 5. Form of Conveyance 5.1 City shall cause the current owner of the Farm Land to convey said real property directly to LHF by Warranty Deed. LHF shall convey the Development Land to City by Warranty Deed. Title shall be merchantable title in accordance with the Iowa Title Standards. 5.2 All liens or clouds on title shall be removed prior the Exchange. 2 1 5.3 If title cannot be made merchantable within a reasonable period of time, this Exchange Agreement shall become null and void. Section 6. Closing. The closing on the Exchange contemplated herein shall occur contemporaneously with the closing on City's purchase of the Farm Land. It is expected that the closing will occur on or before Friday, November 29, 2013. Section 7. Property Taxes. 7.1 LHF acknowledges that City will receive a credit against the $461,290.00 purchase price for the Farm Land in an amount equal to the annual real estate taxes on the Farm Land prorated through the closing date, and that as a result of such credit, the seller of the Farm Land will expect City and its successors to pay the installments of property taxes due on and after March 31, 2014. LHF agrees to assume responsibility for making the general property tax payments for the Farm Land due March 31, 2014, and all subsequent installments. 7.2 LI -IF will pay the property taxes on the Development Land that are due September 30, 2013 and March 31, 2014. LHF will also pay a prorated share of the installment of general real estate taxes due on September 30, 2014. City shall be responsible for real estate taxes attributable to the Development Land due March 31, 2015, and all subsequent installments of general real estate taxes attributable to the Development Land, if any. Section 8. Survey. If the parties determine that a survey of the Development Land, or any part thereof, is required, then City shall reimburse LHF for the cost of procuring a plat of survey for the Development Land. The plat of survey must be completed and filed of record in the office of the Black Hawk County Recorder prior to the completion of the Exchange contemplated herein. Section 9. Abstracting. 9.1 The current owner of the Farm Land will provide City with an updated abstract of title for the Farm Land prior to City having to complete its purchase of the Farm Land. Upon receipt of the abstract of title, City shall deliver it to legal counsel for LHF. Legal counsel for LHF shall examine the abstract of title and confirm that the current owner of the Farm Land possesses marketable title to the real estate as required by this Exchange Agreement. 9.2 LHF will provide City with an updated abstract of title for the parcel of real estate that includes the Development Land. City acknowledges that the abstract of title will include other real estate. City shall bear the expense of paying the abstract company to prepare a 3 1 separate abstract of title for the Development Land. City may defer the preparation of this abstract until such time as it is prepared to sell all or a portion of the Development Land. Section 10. Other Closing Costs. Each of the parties agrees to pay any closing costs not specifically addressed herein in the manner customarily paid by buyers and sellers as part of real estate transactions in the State of Iowa. Section 11. Option to Rent. City agrees that as long as City remains the titleholder to all or a portion of the Development Land, Lanehaven Farms, Inc., shall be entitled to rent any and all undeveloped portions of the Development Land on a year-to-year basis on the condition that Lanehaven Farms, Inc., enter into a written lease agreement with City requiring, among other things, that Lanehaven Farms, Inc., provide the same indemnification customarily required of tenants in a cash basis farm lease and that Lanehaven Farms, Inc., procure customary liability insurance identifying City as an additional insured. Annual rent for the first seven (7) years shall be $190.00 per acre. Thereafter, annual rent shall be mutually agreed upon by the parties or in the absence of such agreement, it shall be set at the then prevailing fair rental value as determined by a mutually agreeable farm management company such as Hertz Farm Management. Rent shall be payable in December of each calendar year. Section 12. Notices. All notices, requests, demands, directions and other communications required or permitted to be given pursuant to this Agreement shall be valid if in writing and if delivered personally, or sent by certified or registered mail, return receipt requested, postage prepaid and addressed as follows: To City: To LHF: Section 13. Amendments. The City of Waterloo, a municipal corporation Attention: Ernest G. Clark, Mayor Attention: Suzy Schares, City Clerk 315 Mulberry Street Waterloo, Iowa 50703 L & H Farms, Ltd., an Iowa general partnership Lanehaven Farms, Inc., Partner Attention: Curtis Hollis, President 7052 Hammond Avenue Waterloo, Iowa 50701 This Agreement may not be modified except in a written instrument signed by the parties. 4 1 Section 14. Enforceability. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors, executors, personal representatives and assigns. No party to this Agreement may assign their/its rights or interests hereunder without the prior written consent of each of the other parties. Section 15. Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same document. Section 16. Limitation of Rights. With the exception of the rights herein expressly conferred, nothing expressed in this Agreement is intended or shall be construed to give to anyperson or entity, other than the parties hereto, any legal or equitable right, remedy or claim under or in respect to this Agreement or any covenants, agreements, conditions and provisions herein contained, this Agreement and all of the covenants, agreements, conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the parties hereto. Section 17. Severability. If any provision of this Agreement shall be held or deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in all jurisdictions, or in all cases because it conflicts with any other provision or provisions hereof or any constitution or statute or rule of public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative, or unenforceable to any extent whatever. Section 18. Intent. It is the intent of the parties that this Exchange Agreement shall permit each party to complete a like -kind exchange pursuant to Internal Revenue Code Sec. 1031 and it is intended to comply with the requirements of the regulations thereunder, including, but not limited to, Reg. 1.1030(k)-1. To the extent that any provisions herein conflict with the requirements of the safe harbor provisions contained therein, the requirements and the conditions of the statute and the regulations shall control. 5 IN WITNESS WHEREOF, City and LHF have each caused this Agreement to be executed, sealed and delivered as of the day and year first above written. THE CITY OF WATERLOO, A MUNICIPAL CORPORATION „...e4f7 Ernest G. Clark, Mayor B , )A r -L c -'n Suzy Scares, City Clerk L & H FARMS, LTD. By: LANEHAVEN FARMS, INC., Partner By: Curtis G. Hollis, President STATE OF IOWA ) ) ss. COUNTY OF BLACK HAWK ) This instrument was acknowledged before me on the day of 2013, by Ernest G. Clark as Mayor and Suzy Schares as City Clerk of the City of Waterloo, Iowa, an Iowa municipal corporation. 1 Notary Public in and for Black Hawk County, Iowa 6 STA'I'R OF IOWA ) ) ss COUNTY OF BLACK HAWK ) • 1 This instrument was acknowledged before me on the day of 2013, by Curtis G. Hollis as President of Lanehaven Farms, Inc., an Iowa corporation, General Partner of L & H Farms, Ltd., an Iowa general partnership. Notary Public in and for Black Hawk County, Iowa 7 1 EXHIBIT "A" The Southeast Quarter of the Southeast Quarter (SE 1/4 SE 1/4) of Section 10, Township 87 North, Range 14 West of the 5th P.M. in Black Hawk County, Iowa, except the highway and adjoining public right of way (32.6 tillable acres, more or less). 8 1 EXHIBIT "B" Development Land Red Parcel The South 172.75 feet of the North 358.25 feet of the North Half of the Southwest Quarter (N'/ SW 'A) in Section No. 9, Township No. 88 North, Range No. 13 West of the Fifth Principal Meridian, Black Hawk County, Iowa, EXCEPT that part thereof conveyed to the City of Waterloo in a deed filed March 14, 2012 as Doc. No. 2012-16922 in the Office of the Black Hawk County Recorder. Subject to easements, restrictions, covenants, ordinances and limited access provisions of record and not of record. 9 OI puwZ;Qaiudop t «a» J IBIHXa 1 II 1# ;a ;uoO 33'I2aIS «Q» ZIa 1 1 EXHIBIT "E" ASSIGNMENT OF OI4F'ER TO BUY REAL ESTATE AND ACCEPTANCE 12 2 ASSIGNMENT OF REAL ESTATE CONTRACT THIS ASSIGNMENT is made and entered into this day of O 7)ber 2013, by and between Hollis Farms, Inc., an Iowa corporation, and the City of Waterloo, a municipal corporation ("City"). 1. Assignment. Hollis Farms, Inc. hereby assigns all of its right, title and interest in the Real Estate Contract (Short Form) between Cecil Sieglaff and Betty Sieglaff, married persons, as Sellers, and Hollis Farms, Inc., an Iowa corporation, as Buyer, dated October al 2013 (hereinafter "Contract") for the sale of the following described real estate: The South 3/4 of the Southwest Quarter of the Southeast Quarter (S 3/4 SW 1/4 SE 1/4) of Section 10, Township 87 North, Range 14 West of the 5th RM. in Black Hawk County, Iowa, except the highway and adjoining public right of way (27.975 tillable acres, more or less). 2. Acceptance of Assignment. City hereby accepts assignment of the Contract. HOLLIS FARMS, INC. THE CITY OF WATERLOO, A MUNICIPAL CORPORATION By: Blake G. Hollis, President By: Ernest G. Clark, Mayor By: T l A �'- Suzy Scnares, City Clerk The undersigned, Cecil Sieglaff and Betty Sieglaff, married persons, hereby consent to the Assignment set forth above. Cecil Sieglaff Betty Sieglaff 2 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT is entered into this a ( day of a iober 2013, by and between the City of Waterloo, a municipal corporation ("City"), and L & H Farms, Ltd., an Iowa general partnership ("LITF"). WHEREAS, City has offered to purchase approximately 27.975 acres more or less of Black Hawk County agricultural land described on the attached Exhibit "A" (hereinafter "Farm Land") for the sum of $395,846.00 on or before Monday, March 31, 2014, if LHF will agree to accept a conveyance of the Farm Land in exchange for 8.26 acres of development land located at the intersection of U.S. Highway 20 and Ansborough Avenue; and WHEREAS, LHF is the owner of 8.26 acres of real property located at the southeast corner of the intersection of U.S. Highway 20 and Ansborough Avenue described on the attached Exhibit "B" and depicted on the aerial photograph on attached Exhibit "C" (hereinafter "Development Land"); and WHEREAS, LHF is willing to convey the Development Land to City in exchange for the Farm Land so as to qualify the transaction for the non -recognition of gain under Internal Revenue Code Sec. 1031 (such exchange being hereafter referred to as the "Exchange"). NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: Section 1. Construction and Interpretation. This Agreement shall be carried out, governed by, and construed in accordance with the laws of Iowa and, to the extent necessary or appropriate, to obtain like -kind exchange treatment under Internal Revenue Code §1031. The parties agree to execute any additional documents required to allow this transaction to so qualify. LHF agrees to bear any expenses associated with document preparation necessary to qualify the Exchange for like -kind exchange treatment. Section 2. Contingencies. 2.1 City's obligations herein are subject to and conditioned upon the following: A. The City Council for the City of Waterloo, Iowa, adopting a resolution authorizing City to take assignment of the contract to purchase the Farm Land pursuant to the agreed-upon terms and conditions of the assignment set forth in Section 3 below, and further authorizing City to purchase the Farm Land for the sum of $395,846.00 pursuant to the terms and conditions of said contract; 1 2 B. The City Council for the City of Waterloo adopting a resolution authorizing City to convey the Farm Land to LHF in exchange for the Development Land by directing the sellers of the Farm Land to convey it directly to LHF in accordance with the terms of that certain Option Exchange Agreement between City and LHF dated March 8, 2010; C. City completing its purchase of the Farm Land prior to closing on this exchange with LHF. 2.2 LHF's obligations herein shall be subject to and conditioned upon City completing its purchase of the Farm Land. Section 3. Terms of Assignment. City will be taking assignment of an existing contract to purchase the Farm Land. A copy of said contract, as amended, is attached to this Agreement as Exhibit "D." A copy of the Assignment is attached as Exhibit "E." Section 4. Conveyance of Property. 4.1 City agrees to require the current owners of the Farm Land to convey said real property directly to LHF by warranty deed as consideration for LHF's conveyance of the Development Land to City by warranty deed; 4.2 City agrees to accept the conveyance of the Development Land in accordance with the terms and conditions of this Exchange Agreement. 4.3 In recognition of LHF's role in identifying and pre -approving the Farm Land for acquisition by City for purposes of this Agreement, LHF agrees to accept the conveyance of the Farm Land "as is," subject to all conditions, easements, restrictions and other characteristics, and hereby acknowledges that City has not made and will not make any representation or warranty with respect to the Farm Land, whether as to merchantability of said land, its fitness for any particular purpose, or otherwise. 4.4 The parties agree that both the Farm Land and the Development Land shall be deemed to have a value of $395,846.00 for purposes of this transaction. 4.5 No cash consideration will be exchanged between the parties. Section 5. Form of Conveyance 5.1 City shall cause the current owner of the Farm Land to convey said real property directly to LHF by Warranty Deed. LHF shall convey the Development Land to City by Warranty Deed. Title shall be merchantable title in accordance with the Iowa Title Standards. 5.2 All liens or clouds on title shall be removed prior the Exchange. 2 2 5.3 If title cannot be made merchantable within a reasonable period of time, this Exchange Agreement shall become null and void. Section 6. Closing. The closing on the Exchange contemplated herein shall occur contemporaneously with the closing on City's purchase of the Farm Land. It is expected that the closing will occur on or before Monday, March 31, 2014. Section 7. Property Taxes. 7.1 LHF acknowledges that City will receive a credit against the $395,846.00 purchase price for the Farm Land in an amount equal to the annual real estate taxes on the Farm Land prorated through the closing date, and that as a result of such credit, the seller of the Farm Land will expect City and its successors to pay the installments of property taxes due on and after September 30, 2014. LHF agrees to assume responsibility for making the general property tax payments for the Farm Land due September 30, 2014, and all subsequent installments. 7.2 LHF will pay the property taxes on the Development Land that are due September 30, 2014 and all prior installments. LBF will also pay a prorated share of the installment of general real estate taxes due on March 31, 2015. City shall be responsible for real estate taxes attributable to the Development Land due March 31, 2015, and all subsequent installments of general real estate taxes attributable to the Development Land, if any. Section 8. Survey. If the parties determine that a survey of the Development Land, or any part thereof, is required, then City shall reimburse LHF for the cost of procuring a plat of survey for the Development Land. The plat of survey must be completed and filed of record in the office of the Black Hawk County Recorder prior to the completion of the Exchange contemplated herein. Section 9. Abstracting. 9.1 The current owner of the Farm Land will provide City with an updated abstract of title for the Farm Land prior to City having to complete its purchase of the Farm Land. Upon receipt of the abstract of title, City shall deliver it to legal counsel for LHF. Legal counsel for LHF shall examine the abstract of title and confirm that the current owner of the Farm Land possesses marketable title to the real estate as required by this Exchange Agreement. 9.2 LHF will provide City with an updated abstract of title for the parcel of real estate that includes the Development Land. City acknowledges that the abstract of title will include other real estate. City shall bear the expense of paying the abstract company to prepare a 3 2 separate abstract of title for the Development Land. City may defer the preparation of this abstract until such time as it is prepared to sell all or a portion of the Development Land. Section 10. Other Closing Costs. Each of the parties agrees to pay any closing costs not specifically addressed herein in the manner customarily paid by buyers and sellers as part of real estate transactions in the State of Iowa. Section 11. Option to Rent. City agrees that as long as City remains the titleholder to all or a portion of the Development Land, Lanehaven Farms, Inc., shall be entitled to rent any and all undeveloped portions of the Development Land on a year-to-year basis on the condition that Lanehaven Farms, Inc., enter into a written lease agreement with City requiring, among other things, that Lanehaven Farms, Inc., provide the same indemnification customarily required of tenants in a cash basis farm lease and that Lanehaven Farms, Inc., procure customary liability insurance identifying City as an additional insured. Annual rent for the first six (6) years shall be $190.00 per acre. Thereafter, annual rent shall be mutually agreed upon by the parties or in the absence of such agreement, it shall be set at the then prevailing fair rental value as determined by a mutually agreeable farm management company such as Hertz Farm Management. Rent shall be payable in December of each calendar year. Section 12. Notices. All notices, requests, demands, directions and other communications required or permitted to be given pursuant to this Agreement shall be valid if in writing and if delivered personally, or sent by certified or registered mail, return receipt requested, postage prepaid and addressed as follows: To City: To LI -IF: Section 13. Amendments. The City of Waterloo, a municipal corporation Attention: Ernest G. Clark, Mayor Attention: Suzy Schares, City Clerk 315 Mulberry Street Waterloo, Iowa 50703 L & H Farms, Ltd., an Iowa general partnership Lanehaven Farms, Inc., Partner Attention: Curtis Hollis, President 7052 Hammond Avenue Waterloo, Iowa 50701 This Agreement may not be modified except in a written instrument signed by the parties. 4 2 Section 14. Enforceability. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors, executors, personal representatives and assigns. No party to this Agreement may assign their/its rights or interests hereunder without the prior written consent of each of the other parties. Section 15. Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same document. Section 16. Limitation of Rights. With the exception of the rights herein expressly conferred, nothing expressed in this Agreement is intended or shall be construed to give to any person or entity, other than the parties hereto, any legal or equitable right, remedy or claim under or in respect to this Agreement or any covenants, agreements, conditions and provisions herein contained, this Agreement and all of the covenants, agreements, conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the parties hereto. Section 17. Severability. If any provision of this Agreement shall be held or deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in all jurisdictions, or in all cases because it conflicts with any other provision or provisions hereof or any constitution or statute or rule of public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative, or unenforceable to any extent whatever. Section 18. Intent. It is the intent of the parties that this Exchange Agreement shall permit each party to complete a like -kind exchange pursuant to Internal Revenue Code Sec. 1031 and it is intended to comply with the requirements of the regulations thereunder, including, but not limited to, Reg. 1.1030(k)-1. To the extent that any provisions herein conflict with the requirements of the safe harbor provisions contained therein, the requirements and the conditions of the statute and the regulations shall control. 5 2 IN WITNESS WHEREOF, City and LHF have each caused this Agreement to be executed, sealed and delivered as of the day and year first above written. THE CITY F WATERLOO, A MUNICIPAL CORPORATION By: Emest G. Clark, Mayor By: 4 ' Suzy Schres City Clerk L & H FARMS, LTD. By: LANEHAVEN FARMS, INC., Partner By: Curtis G. Hollis, President STATE OF IOWA ) ss. COUNTY OF BLACK HAWK ) This instrument was acknowledged before me on the Ai day of OCA -Ober 2013, by Ernest G. Clark as Mayor and Suzy Schares as City Clerk of the City of Waterloo, Iowa, an Iowa municipal corporation. Notary Public in and for Black Hawk County, Iowa 6 2 STATE OF IOWA ) ) ss. COUNTY OF BLACK HAWK ) This instrument was acknowledged before me on the day of 2013, by Curtis G. Hollis as President of Lanehaven Farms, Inc., an Iowa corporation, General Partner of L & H Farms, Ltd., an Iowa general partnership. Notary Public in and for Black Hawk County, Iowa 7 2 EXHIBIT "A" The South 3 of the Southwest Quarter of the Southeast Quarter (S 3 SW 1/4 SE 1/4) of Section 10, Township 87 North, Range 14 West of the 5th P.M. in Black Hawk County, Iowa, except the highway and adjoining public right of way (27.975 tillable acres, more or less). 8 2 EXHIBIT "B" Development Land Brown Parcel The South 140.5 feet of the North 498.75 feet of the North Half of the Southwest Quarter (N 1/2 SW 1/4) in Section No. 9, Township No. 88 North, Range No. 13 West of the Fifth Principal Meridian, Black Hawk County, Iowa, EXCEPT that part thereof conveyed to the City of Waterloo in a deed filed March 14, 2012 as Doc. No. 2012-16922 in the Office of the Black Hawk County Recorder. Subject to easements, restrictions, covenants, ordinances and limited access provisions of record and not of record. 9 OI “377 na mxa Z 2 EXIMIT "D" Sieglaff Contract #2 11 2 EXHIBIT "E" ASSIGNMENT OF REAL ESTATE CONTRACT 12