HomeMy WebLinkAboutL & H Famrs-11/5/2012EXCHANGE AGREEMENT
THIS EXCHANGE AGREEMENT is entered into this 5- day of November, 2012, 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 22.2 acres more or less of Black
Hawk County agricultural land described on the attached Exhibit "A" (hereinafter "Farm Land")
for the sum of $333,000.00 on or before Thursday, November 8, 2012, if LHF will agree to
accept a conveyance of the Farm Land in exchange for 8.375 acres of development land located
at the intersection of U.S. Highway 20 and Ansborough Avenue; and
WHEREAS, LHF is the owner of 8.375 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 Sec. 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 $333,000.00 pursuant to the
terms and conditions of said contract;
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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 $333,000.00 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.
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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 Thursday, November 8, 2012.
Section 7. Property Taxes.
7.1 LHF acknowledges that City will receive a credit against the 333,000.00 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, 2013. LHF agrees to assume responsibility for making the general
property tax payments for the Farm Land due March 31, 2013, and all subsequent
installments.
7.2 LHF will pay the property taxes on the Development Land that are due September 30,
2012 and March 31, 2013. LHF will also pay a prorated share of the installment of
general real estate taxes due on September 30, 2013. City shall be responsible for real
estate taxes attributable to the Development Land due March 31, 2014, 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
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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:
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 50702
Section 13. Amendments.
This Agreement may not be modified except in a written instrument signed by the parties.
Section 14. Enforceability.
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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.
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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
Ernest G. Clark, Mayor
0
Suzy Sch es, 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 2 day of ,1\60.42-V,
2012, by Ernest G. Clark as Mayor and Suzy Schares as City Clerk of the City of
Waterloo, Iowa, an Iowa municipal co ' oration.
r _
LkiL
Notary ublic in and for Blacka/ County, Iowa
Black(
6
STATE OF IOWA
ss.
COUNTY OF BLACK HAWK )
This instrument was acknowledged before me on the day of
2012, by Curtis G. Hollis as President of Lanehaven Farins, Inc., an Iowa corporation,
General Partner of L & H Farms, Ltd., an Iowa general partnership.
camm`en Number
My COMM
`l/e4(4.,4
Notary Public in and for Bl,. ' Hawk County, Iowa
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EXHIBIT "A"
Farm Land
The North Half of the Northwest Quarter of Section 26, Township 88 North, Range 13 West of
the 5th P.M., Black Hawk County, Iowa, except the North 55 feet thereof, and except the East
1,722 feet thereof, and except the South 470 feet of the North 525 feet of the West 230 feet
thereof, and except the South 310 feet of the North 835 feet of the West 330 feet thereof (22.2
acres more or less).
Subject to easements, restrictions, covenants, ordinances and limited access provisions of record
and not of record.
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EXHIBIT "B"
Development Land
The South 142.5 feet of the North 185.5 feet of the North Half of the Southwest Quarter (N 'h
SW ''/o) 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.
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EXHIBIT "C"
Aerial Photograph of Development Land
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EXHIBIT "D"
Offer to Buy Real Estate and Acceptance
(Nonresidential)
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THE IOWA STATE BAR ASSOCIATION
Official Fonn Na 180
G
'A* 1 OFFER TO BUY REAL ESTATE AND ACCEPTANCE
77SoCIAT�O (NONRESIDENTIAL)
TO: John E. Sturtz and Paula Sturtz, married persons
The undersigned BUYERS hereby offer to buy and the undersigned SELLERS by their acceptance agree to
sell the real property situated in Black Hawk County , Iowa, locally known as N/A
and legally described as:
The North Half of the Northwest Quarter of Section 26, Township 88 North, Range 13 West of the 5th P.M., Black
Hawk County, Iowa, except the North 55 feet thereof, and except the East 1722 feet thereof and except the North 965
feet of the West 242 feet thereof (21.5 acres more or less). Parcel "B" on the attached site map.
Mark S. Rolinger
FOR THE LEGAL EFFECT OF THE USE OF
THIS FORK CONSULT YOUR LAWYER
together with any easements and appurtenant servient estates, but subject to any reasonable easements of record
for public utilities or roads, any zoning restrictions customary restrictive covenants and mineral reservations of
record, if any, herein referred to as the "Property," upon the following terms and conditions provided BUYERS, on
possession, are permitted to use the Property for
1. PURCHASE PRICE. The Purchase Price shall be $ 322,500.00 and the method of payment shall be as
follows: $ 1,000.00 with this offer, to be deposited upon acceptance of this offer and held in trust by
Mark Rolinger
as earnest
money, to be delivered to the SELLERS upon performance of SELLERS' obligations and satisfaction of BUYERS'
contingencies, if any; and the balance of the Purchase Price, as follows:
in cash at Closing, which shall occur on or before October 15, 2012.
2. REAL ESTATE TAXES. Sellers shall pay property taxes, pro -rated to the Closing Date
and any unpaid real estate taxes payable in prior years. Buyers shall pay all subsequent real estate taxes.
Unless otherwise provided in this Agreement, at closing SELLERS shall pay BUYERS, or BUYERS 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 assessors records on the date of possession.
3. SPECIAL ASSESSMENTS.
A. SELLERS shall pay in full at time of closing all special assessments which are a lien on the
Property as of the date of acceptance
B. IF "A" is stricken, then SELLERS shall pay at time of closing all installments of special
assessments which are a lien on the Property and, if not paid, would become delinquent during
the calendar year this offer is accepted, and all prior installments thereof.
C. All charges for solid waste removal, sewage and maintenance that are attributable to SELLERS'
possession, including those for which assessments arise after closing, shall be paid by SELLERS.
D. Any preliminary or deficiency assessment which cannot be discharged by payment shall be paid
by SELLERS through an escrow account with sufficient funds to pay such liens when payable,
with any unused funds returned to SELLERS.
E. BUYERS shall pay all other special assessments or installments not payable by SELLERS.
o The Iowa State Bar Association 2009
IOWADOCSO
180 Offer to Buy Real Estate and Acceptance (Nonresidential)
Revised June 2009
4. RISK OF LOSS AND INSURANCE. SELLERS shall bear the risk of loss or damage to the Property prior to
closing or possession, whichever first occurs. SELLERS agree to maintain existing insurance and BUYERS may
purchase additional insurance. In the event of substantial damage or destruction prior to closing, this Agreement
shall be null and void; provided, however, BUYERS shall have the option to complete the closing and receive
insurance proceeds regardless of the extent of damages. The property shall be deemed substantially damaged or
destroyed if it cannot be restored to its present condition on or before the closing date.
6. POSSESSION AND CLOSING. If BUYERS timely perform all obligations, possession of the Property shall be
delivered to Buyers on or before October 15th, 2012 , and any adjustments of rent, insurance, interest and all
charges attributable to the SELLERS' possession shall be made as of the date of possession. Closing shall occur
after the approval of title by BUYERS and vacation of the Property by SELLERS, but prior to possession by
BUYERS. SELLERS agree to permit BUYERS to inspect the Property within hours prior to closing to assure
that the premises are in the condition required by this Agreement. If possession is given on a day other than closing,
the parties shall make a separate agreement with adjustments as of the date of possession. This transaction shall
be considered closed:
A. Upon the delivery of the title transfer documents to BUYERS and receipt of all funds then due at
closing from BUYERS under the Agreement.
B. (If "A" is stricken) Upon the filing of the title transfer documents and receipt of all funds due at
closing from BUYERS under the Agreement.
6. FIXTURES. Included with the Property shall be all fixtures that integrally belong to, are specifically adapted to
or are a part of the real estate, whether attached or detached. Also included shall be the following:
The following items shall not be included:
7. CONDITION OF PROPERTY. The property as of the date of this Agreement, including buildings, grounds, and
all improvements, will be preserved by the SELLERS in its present condition until possession, ordinary wear and
tear excepted. SELLERS make no warranties, expressed or Implied, as to the condition of the property,
A. BUYERS acknowledge that they have made a satisfactory inspection of the Property and are
purchasing the Property in Its existing condition.
B. (If "A" is stricken) Within days after the acceptance of this Agreement, BUYERS may, at
their sole expense, have the property inspected by a person or persons of their choice to
determine if there are any structural, mechanical, plumbing, electrical, environmental, or other
deficiencies. Within this same period, the BUYERS may notify in writing the SELLERS of any
deficiency. The SELLERS shall immediately notify the BUYERS in writing of what steps, if any,
the SELLERS will take to correct any deficiencies before closing. The BUYERS shall then
immediately in writing notify the SELLERS that (1) such steps are acceptable, in which case this
Agreement, as so modified, shall be binding upon all parties; or (2) that such steps are not
acceptable, in which case this Agreement shall be null and void, and any earnest money shall be
returned to BUYERS.
8. ABSTRACT AND TITLE. SELLERS, at their expense, shall promptly obtain an abstract of title to the Property
continued through the date of acceptance of this Agreement,
to BUYERS' attomey for examination. It shall show marketable title in SELLERS in conformity with this
Agreement, Iowa law, and title standards of the Iowa State Bar Association. The SELLERS shall make every
reasonable effort to promptly perfect title. If closing is delayed due to SELLERS' inability to provide marketable
title, this Agreement shall continue in force and effect until either party rescinds the Agreement after giving ten
days written notice to the other party. The abstract shall become the property of BUYERS when the Purchase
Price is paid in full. SELLERS shall pay the costs of any additional abstracting and title work due to any act or
omission of SELLERS, including transfers by or the death of SELLERS or their assignees. Unless stricken, the
abstract shall be obtained from an abstracter qualified by the Guaranty Division of the Iowa Housing Finance
Authority.
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9. SURVEY. If a survey is required under Iowa Code Chapter 354, or city or county ordinances, SELLERS shall
pay the costs thereof. BUYERS may, at BUYERS' expense prior to closing, have the property surveyed and
certified by a registered land surveyor.
an encroachment on the Property or if any improvements located on the Property encroach on If lthe survey shows
ands of others, the
encroachments shall be treated as a title defect.
10. ENVIRONMENTAL MATTERS.
A. SELLERS warrant to the best of their 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 SELLERS have done nothing to contaminate the Property with hazardous wastes or
substances. SELLERS warrant 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. SELLERS
shall also provide BUYERS 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:
B. BUYERS may at their expense, within days after the date of acceptance, obtain a report
from a qualified engineer or other person qualified to analyze the existence or nature of any
hazardous materials, substances, conditions or wastes located on the Property. In the event any
hazardous materials, substances, conditions or wastes are discovered on the Property, BUYERS'
obligation hereunder shall be contingent upon the removal of such materials, substances,
conditions or wastes or other resolution of the matter reasonably satisfactory to BUYERS.
However, in the event SELLERS are required to expend any sum in excess of
to remove any hazardous materials, substances, conditions or wastes,
SELLERS shall have the option to cancel this transaction and refund to BUYERS all earnest
money paid and declare this Agreement null and void. The expense of any inspection shall be
paid by BUYERS. The expense of any action necessary to remove or otherwise make safe any
hazardous material, substances, conditions or waste shall be paid by SELLERS, subject to
SELLERS' right to cancel this transaction as provided above.
11. DEED. Upon payment of the Purchase Price, SELLERS shall convey the Property to BUYERS by
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 BUYERS.
12. JOINT TENANCY IN PROCEEDS AND IN REAL ESTATE. If SELLERS, immediately preceding acceptance
of the offer, hold title to the Property in joint tenancy with full rights of survivorship, and the joint tenancy is not later
destroyed by operation of law or by acts of the SELLERS, then the proceeds of this sale, and any continuing or
recaptured rights of SELLERS in the Property, shall belong to SELLERS as joint tenants with full rights of
survivorship and not as tenants in common; and BUYERS in the event of death of any SELLER, agree to pay any
balance of the price due SELLERS under this contract to the surviving SELLERS and to accept a deed from the
surviving SELLERS consistent with Paragraph 15.
13. JOINDER BY SELLER'S SPOUSE. SELLER'S spouse, if not a title holder immediately preceding acceptance,
executes this Agreement only for the purpose of relinquishing all rights of dower, homestead and distributive share
or in compliance with Section 561.13 of the Code of Iowa and agrees to execute the deed or real estate contract for
this purpose.
14. STATEMENT AS TO LIENS. If Buyers intend to assume or take subject to a lien on the Property, SELLERS
shall furnish BUYERS with a written statement prior to closing from the holder of such lien, showing the correct
balance due.
15. 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.
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16. APPROVAL OF COURT. If the Property is an asset of an estate, trust or conservatorship, this Agreement is
contingent upon Court approval unless Court approval is not required under Iowa law and title standards of the Iowa
State Bar Association. If the sale of the Property is subject to Court approval, the fiduciary shall promptly submit
this Agreement for such approval. If this Agreement is not so approved by
either party may declare this Agreement null and void, and all payments made hereunder shall be made to
BUYERS.
17. REMEDIES OF THE PARTIES.
A. If BUYERS fail to timely perform this Agreement, SELLERS may forfeit it as provided in the Iowa
Code (Chapter 656), and all payments made shall be forfeited; or, at SELLERS' option, upon
thirty days written notice of intention to accelerate the payment of the entire balance because of
BUYERS' default (during which -thirty days the default is not corrected), SELLERS 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 SELLERS fail to timely perform this Agreement, BUYERS have the right to have all payments
made returned to them.
C. BUYERS and SELLERS 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 be entitled to obtain judgment for costs
and attorney fees.
18. 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.
19. 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 SELLERS and BUYERS. 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.
20. NO REAL. ESTATE AGENT OR BROKER. Neither party has used the service of a real estate agent or broker
in connection with this transaction.
21. CERTIFICATION. Buyers and Sellers each certify that they are not acting, directly or indirectly, for or on behalf
of any person, group, entity or nation named by any Executive Order or the United States Treasury Department as a
terrorist, °Specially Designated National and Blocked Person° or any other banned or blocked person, entity, nation
or transaction pursuant to any law, order, rule or regulation that is enforced or administered by the Office of Foreign
Assets Control; and are not engaged in this transaction, directly or indirectly on behalf of, any such person, group,
entity or nation. Each party hereby agrees to defend, indemnify and hold harmless the other party from and against
any and all claims, damages, losses, risks, liabilities and expenses (including attomey's fees and costs) arising from
or related to my breach of the foregoing certification.
22 INSPECTION OF PRIVATE SEWAGE DISPOSAL SYSTEM . Delete inappropriate alternatives below. If no
deletions are made, the provisions set forth in Paragraph A shall be deemed selected.
A. Seller represents and warrants to Buyer that the Property is not served by a private sewage
B. die. • - =I s tem and there are no known •rivate sewa.e dis•osal systems on the •ro• =rty.
,I471+=• . r•A• ♦i♦ ♦.♦ ♦•''li
23. ADDITIONAL PROVISIONS.
See Addendum 1
C.
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ACCEPTANCE. When accepted, this /;,greement shall become a binding contract. If not accepted and
delivered to BUYERS on or before the a3 day ofBr BUYERS. this Agreement shall be null
and void and all payments made shall be returned immedi ly to S. If accepted by SELLERS at a later
date and acceptance is satisfied in writing, then this contract shall be valid and binding.
Accepted R)23) I J (21.500-6)
SELLERS
147 gAittii7
Print Name John E. Sturtz
SS#
Print Name Paula Sturtz
Dated
BUYERS
812311)
Print Name Hollis Farms, Inc.
SS#
Print Name
By: Blake Hollis
SS# SS#
Address :
Address : 7502 Hammond Avenue, Waterloo, IA 50702
Telephone: Telephone:
-5-
Seller: Sturtz
Buyer: Hollis Farms, Inc.
Property: Parcel "B" (21.5 acres more or less)
ADDENDUM (p.1 of 2)
Addendum 1
23. Additional Provisions.
A. Seller's spouse, Paula Sturtz, is not a titleholder, and as noted in Paragraph No. 13,
said spouse is executing the Offer to Buy Real Estate and Acceptance (hereinafter "Contract II"),
"only for the purpose of relinquishing all rights of dower, homestead and distributive share or in
compliance with Section 561.13 of the Code of Iowa and agrees to execute the deed or real estate
contract for this purpose," but said spouse is not otherwise a party to any of the obligations or
benefits of Seller arising under Contract II.
B. Notwithstanding any provision of this Contract II to the contrary, there will be no
adjustment or proration of rent due under Paragraph No. 5 for the relevant crop year at the time
of closing, and Seller will be entitled to retain payment of the full rental obligation for the
relevant crop year. Moreover, notwithstanding any references in this Contract II regarding the
status of the Farm Lease, the parties hereby acknowledge their mutual intention for Landlord to
serve on the current farm tenant (which is the Buyer, Hollis Farms, Inc.) a Notice of Termination
of Farm Tenancy on or before 8/31/11 with regard to the Farm Lease for the existing crop year,
and the parties further acknowledge their plan to enter into a new and separate Lease Agreement
for the 21.5 tillable acres, with an increase in the rent obligation from $260.00 per tillable acre to
$300.00 per tillable acre for the 3/1/12-2/28/13 crop year . Lastly, whereas Hollis Farms, Inc.,
has been and will be Tenants under any Lease Agreement, and any Buyer under an assignment or
otherwise under the contingencies of Paragraph No. 23(D) will be adequately familiar with and
comfortable with the rights of any such Tenant, the parties fiirther acknowledge that Buyer will
take the premises at closing subject to the rights of Hollis Farms, Inc. as the tenant in possession,
and Seller will not be required to serve any Notice of Termination of Farm Tenancy on or before
8/31/12.
C. Notwithstanding any provision of this Contract II to the contrary, it is understood and
agreed by the parties that the excepted parcel in the legal description of "the North 965 feet of the
West 242 feet", will be confirmed and set forth in a survey to be performed at Seller's expense,
and the recited and surveyed dimensions of said exception will also be expanded prior to closing,
to more closely track the existing dimensions of tillable ground being purchased and building site
with unfilled ground being retained, by providing that just to the north of the existing pole barn
building, the boundary of the exception will be extended to the east, then turn to the south
beyond the east boundary of said building, then eventually turn in a southwesterly direction and
along a straight line to an extension of the current south boundary of the exception, then west to
the southeast corner of said exception. Corners for this agreed upon expansion of said exception
will be defined and marked by the parties in a mutual viewing of the premises before undertaking
the formal survey.
Initials (Buyer) Irut s (Seller)
Seller: Sturtz
Buyer: Hollis Farms, Inc.
Property: Parcel "B" (21.5 acres more or less)
ADDENDUM (p. 2 of 2)
D. Buyer's obligations under Contract II are subject to three contingencies which are set
forth as follows:
(i) Buyer's acquiring Seller's adjacent property, identified as Parcel "A" on the attached
site map (50 acres more or less), under a written Offer (hereinafter "Contract I") entered into
contemporaneously with Contract II.
(ii) City of Waterloo accepting assignment of this Contract II for completing the
purchase of the Parcel B Property, for purposes of then conveying said Parcel B to L and H
Farms, Ltd., in an exchange of like -kind real estate between City of Waterloo and L and H
Farms, Ltd.
(iii) City of Waterloo accepting assignment of said Contract I for completing the
purchase of the Parcel A Property, for purposes of then conveying said Parcel A to L and H
Farms, Ltd., in an exchange of like -kind real estate between City of Waterloo and L and 1-1
Farms, Ltd.
E. If any of the contingencies with regard to Contract I and/or Contract II under
Paragraph 23(D) of this Addendum 1 are not satisfied, Buyer shall have the right, but not the
obligation, to declare both Contract I and Contract II null and void, and in the event of said
election, the earnest money shall be returned to Buyer. If Buyer chooses not to exercise the
election to declare both Contract I and Contract II null and void, then Buyer shall be obligated to
proceed according to the provisions of both Contract I and Contract II. Notwithstanding any
provision of Contract I to the contrary regarding a closing on or about October 15, 2011, Buyer
shall have until November 15, 2011, if needed, to satisfy any and all contingencies under this
Paragraph No. 23(D), but if Buyer fails to provide written notice to Seller of the election to
declare both Contract I and Contract II null and void on or before November 15, 2011, then both
Contract I and Contract II shall be in full force and effect, with the closing on Contract I to occur
on or before December 1, 2011, and the closing on Contract II to still occur on or before
October 15, 2012.
BUYER: SELLER:
Hollis Farms, Inc.
By:
ica
tfAjp,
Jo E. Sturtz
Paula Sturtz �`y�>
AMENDMENT TO OFFER TO BUY REAL ESTATE AND ACCEPTANCE
(NON-RESIDENTIAL)
This Amendment to Offer to Buy Real Estate and Acceptance (Non -Residential)
(hereinafter "Amendment") is made and entered into this 5— day of November, 2012, by and
between John E. Sturtz, a single person (hereinafter "Sturtz") and Hollis Farms, Inc. (hereinafter
"Hollis Farms").
RECITALS
A. Sturtz and Hollis Farms entered into an Offer to Buy Real Estate and Acceptance dated
August 23, 2011, for the sale and purchase by Hollis of the following described real
estate:
The North Half of the Northwest Quarter of Section 26, Township 88 North,
Range 13 West of the 5th P.M., Black Hawk County, Iowa, except the North 55
feet thereof, and except the East 1722 feet thereof and except the North 965 feet
of the West 242 feet thereof (21.5 acres more or less). Parcel "B" on the attached
site map.
B. After entering into the Offer to Buy Real Estate and Acceptance, John E. Sturtz and Paula
Sturtz divorced, and John Sturtz was awarded title to the above-described real estate free
and clear of any right, title and interest by Paula Sturtz.
C. Hollis Farms and Sturtz have agreed to add an additional .7 acres to the contract. The
additional real estate is depicted on the aerial photograph attached hereto as Exhibit A.
The legal description for the Offer to Buy Real Estate and Acceptance, as amended to
include the additional .7 acres, is:
The North Half of the Northwest Quarter of Section 26, Township 88 North,
Range 13 West of the 5th P.M., Black Hawk County, Iowa, except the North 55
feet thereof, and except the East 1,722 feet thereof, and except the South 470 feet
of the North 525 feet of the West 230 feet thereof, and except the South 310 feet
of the North 835 feet of the West 330 feet thereof (22.2 acres more or less).
(hereinafter the "Real Estate").
D. The parties are entering into this Amendment for the purpose of confirming the
agreement to include additional real estate in the conveyance and to increase the purchase
price to reflect such additional real estate.
TERMS
1. Change in Legal Description. The legal description in the Offer to Buy Real
Estate and Acceptance (Non -Residential) dated October 23, 2011, is hereby amended to read as
follows:
1
The North Half of the Northwest Quarter of Section 26, Township 88 North,
Range 13 West of the 5th P.M., Black Hawk County, Iowa, except the North 55
feet thereof, and except the East 1,722 feet thereof, and except the South 470 feet
of the North 525 feet of the West 230 feet thereof, and except the South 310 feet
of the North 835 feet of the West 330 feet thereof (22.2 acres more or less).
2. Increase in Purchase Price. In exchange for Seller conveying an additional .7
acres of Real Estate to Buyer, it is agreed between the parties that the purchase price provided for
in Paragraph 1 of the Offer to Buy Real Estate and Acceptance (Non -Residential) shall be
increased from $322,500.00 to $333,000.00.
3. Closing Date. The Closing Date is amended to provide for a closing date on or
before Thursday, November 8, 2012.
4. Ratification of Other Terms. The parties hereby ratify and confirm all of the other
terms and conditions of the Offer to Buy Real Estate and Acceptance (Non -Residential) except to
the extend expressly amended and modified herein.
BUYER:
Hollis Farms, Inc.
By/(51-. HDtf'
Title: Prrs( wi.-
2
SELLER:
(( Joh4 E0 5'`W742-
John E. Sturtz
V IIHIHXI
EXHIBIT "E"
Assignment of Offer to Buy Real Estate and Acceptance
12
ASSIGNMENT OF OFFER TO BUY REAL ESTATE AND ACCEPTANCE
THIS AGREEMENT is made and entered into this 5 -?day of November, 2012, by and
between Hollis Farms, Inc., an Iowa corporation, and the City of Waterloo, a municipal corporation
(hereinafter "City").
1. Assignment. Hollis Farms, Inc. hereby assigns all of its right, title and interest in the
Offer to Buy Real Estate and Acceptance attached hereto as Exhibit "A."
2. Acceptance of Assignment. City hereby accepts assignment of the Offer to Buy Real
Estate and Acceptance attached hereto as Exhibit "A."
HOLLIS FARMS, INC.
By:/51 31/1/4t_ G. /`fel//3
above.
Blake G. Hollis, President
CITY OF WATERLOO,
A MUNICIPAL CORPORATION
By/W G. at -de -
By:
Ernest G. Clark, Mayor
Suzy Scares, City Clerk
The undersigned, John E. Stutz, a single person, hereby consents to the Assignment set forth
Jo E. Sturtz