REAL ESTATE CONTRACT
Exhibit 10.4
IT IS AGREED between Xxxxx Xxxxxxxx, a widow and single person,
(“Seller”), and Southern Iowa BioEnergy, LLC, by J.R. Xxxxxxx, Second
Vice-President, (‘Buyer”).
Seller agrees to sell and Buyer agrees to buy real estate in Xxxxxx,
County, Iowa, described as:
Lot Four (4) located in the Northeast Quarter of the Southwest Quarter of
Section Eight (8), Township Seventy-two (72) North, Range Twenty-five (25)
West of the 5th P.M., Xxxxxx County, Iowa, more specifically described as
follows: Commencing at the Northwest Corner of said Southwest Quarter;
thence East 1980.0 feet to the point of beginning; thence South 1285.0
feet; thence East 658.5 feet to a point on the East line of the said
Southwest Quarter; thence Northerly 1285.6 feet to the Northeast Corner of
the said Southwest Quarter; thence West 677.5 feet to the point of
beginning, containing 19.71 acres more or less.
with any easements and appurtenant servient estates, but subject to any zoning and other
ordinances; any covenants of record; any easements of record for public utilities, roads and
highways; and all other liens, mineral rights, easements or interest of others.
1. PRICE: The total purchase price for the Real Estate is Sixty Thousand Dollars
($60,000.00) of which $10,000.00 down payment is being paid upon the signing of this
contract. Buyer shall pay the balance of the purchase price to Seller at 000 Xxxxx X
Xxxxxx, Xxxxxxxxx, XX 00000, or as directed by Seller, as follows: The balance of the
purchase price of $50,000.00 shall be payable to Seller in annual payments in the amount of
$10,000.00 plus interest. The first annual payment of $10,000.00 plus interest shall be
paid on August 20, 2006; $10,000.00 plus interest to be paid on August 20, 2007, and a
balloon payment of the entire contract balance due plus interest to be paid on August 20,
2008. All of said payments shall be applied to interest first with the balance to
principal, until the balloon payment date of August 20, 2008 when the principal balance due
plus interest is to be paid in full.
2. INTEREST: Buyer shall pay interest from August 20, 2005, on the unpaid balance, at
the rate of 8% per annum, payable annually. Buyer shall pay interest in the amount of 10%
per annum upon any delinquent amounts and any sum reasonably advanced by Seller to protect
their interest in this contract, computed from the date of the delinquency or advance.
| 3. | REAL ESTATE TAXES: Seller shall pay taxes for the 2004-2005 fiscal year and any unpaid real estate taxes payable in prior years; taxes for the 2005-2006 fiscal year pro-rated to August 20, 2005. Buyer shall pay all subsequent real estate taxes. Any proration of real estate taxes on the Real Estate shall be based upon such taxes for the year currently payable unless the parties state otherwise. |
4. SPECIAL ASSESSMENTS: Seller shall pay all special assessments which are a lien on
the Real Estate as of the date of this contract. All other special assessments shall be paid
by Buyer.
5. POSSESSION: Seller shall give Buyer possession of the Real Estate on August 20,
2005, provided Buyer is not in default under this contract.
6. ABSTRACT AND TITLE: Seller, at her expense, shall promptly obtain an abstract of
title to the Real Estate continued through the date of this contract, and deliver it to Buyer
for examination. It shall show merchantable title in Seller in or conformity with this
contract, Iowa law and the Title Standards of the Iowa State Bar Association. The abstract
shall become the property of the Buyer when the purchase price is paid in full, however,
Buyer reserves the right to occasionally use the abstract prior to full payment of the
purchase price. 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 their
assignees.
7. CARE OF PROPERTY: Buyer shall take good care of the property, shall keep the
improvements now or later placed on the Real Estate in good and reasonable repair and
shall not injure, destroy or remove the property during the term of this contract.
8. DEED: Upon payment of purchase price, Seller shall convey the Real Estate to Buyer
or their assignees, by Warranty Deed, free and clear of all liens, restrictions, and
encumbrances except as provided herein. Any general warranties of title shall extend only to
the date of this contract, with special warranties as to acts of Seller continuing up to
time of delivery of the deed.
9. REMEDIES OF THE PARTIES:
a. If Buyers (a) fail to make the payments aforesaid, or any part thereof,
as same become due; or (b) fail to pay the taxes or special assessments or charges,
or any part thereof, levied upon said property or assessed against it, by any
taxing body before any of such items become delinquent; or (c) fail to keep
the property insured; or (d) fail to keep it in reasonable repair as herein
required; or (e) fail to perform any of the agreements as herein made or required;
then Sellers, in addition to any and all other legal and equitable remedies which
they may have, at their option, may proceed to forfeit and cancel this contract as
provided by law (Chapter 656 Code of Iowa). Upon completion of such
forfeiture, Buyers shall have not right of reclamation or compensation for money
paid or improvements made; but such payments and/or improvements if any, shall be
retained and kept by Sellers as compensation for the use of said property, and/or
as liquidated damages for breach of this contract; and upon completion of such
forfeiture, if the Buyers, or any other person or persons shall be in possession of
said real estate or any part thereof, such party or parties in possession shall at
once peacefully remove therefrom, or failing to do so may be treated as tenants
holding over, unlawfully after the expiration of lease, and may accordingly be
ousted and removed as such provided by law.
b. If Buyers fail to timely perform this contract, Sellers, at their
option, may elect to declare the entire balance immediately due and payable
after such notice, if any, as may be required by Chapter 654, The Code.
Thereafter this contract may be foreclosed in equity and the court may appoint
a received to take immediate possession of the property and of the revenues
and income accruing therefrom and to rent or cultivate the same as the
receiver may deem best for the interest of al parties concerned, and such
received shall be liable to account to Buyers only for the net profits, after
application of rents, issues and profits from the costs and expenses of the
receivership and foreclosure and upon the contract obligation.
It is agreed that if this contract covers less than ten (10) acres of
land, and in the event of the foreclosure of this contract and sale of the
property sheriffs sale in such foreclosure proceedings, the time of one year
for redemption from said sale provided by the statutes of the State of Iowa
shall be reduced to six (6) months provided the Sellers, in such action file
an election to waive any deficiency judgment against Buyers which may arise
out of the foreclosure proceedings; all to be consistent with the provisions
of Chapter 628 of the Iowa Code. If the redemption period is so reduced, for
the first three (3) months after sale such right of redemption shall be
exclusive to the Buyers, and the time periods in Sections 628.5, 628.15, and
628.16 of the Iowa Code shall be reduced to four (4) months.
It is further agreed that the period of redemption after a foreclosure of
this contract shall be reduced to sixty (60) days if all of the three
following contingencies develop: (1) The real estate is less than ten (10)
acres in size; (2) the court finds affirmatively that the said real estate has
been abandoned by the owners and those persons personally liable under this
contract at the time of such foreclosure; and (3) Sellers in such action file
an election to waive any deficiency judgment against Buyers or their successor
in interest in such action. If the redemption period is so reduced, Buyers or
their successors in interest or the owner shall have the exclusive right to
redeem for the first thirty (30) days after such sale, and the time provided
for redemption by creditors as provided in Sections 628.5, 628.15 and 628.16
of the Iowa Code shall be reduced to forty (40) days. Entry of appearance by
pleading or docket entry by or on behalf of Buyers shall be presumption that
the property is not abandoned. Any such redemption period shall be consistent
with all of the provisions of Chapter 628 of the Iowa Code. This paragraph
shall not be construed to limit or otherwise affect any other redemption
provisions contained in Chapter 28 of the Iowa Code. Upon completion of such
forfeiture Buyers shall have no right of reclamation or compensation for money
paid, or improvements made; but such payments and for improvements if any
shall be retained and kept by Sellers as compensation for the use of
said property, and/or as liquidated damages for breach
of this contract; and upon completion of such forfeiture, if Buyers, or any
other person or persons shall be in possession of said real estate or any part
thereof, such party or parties in possession shall at once peacefully remove
therefrom, or failing to do so may be treated as tenants holding over,
unlawfully after the expiration of a lease, and may accordingly be ousted and
removed as such as provided by law.
| c. | If Seller fails to timely perform their obligations under this contract, Buyer shall have the right to terminate this contract and have all payments made returned to them. | ||
| d. | Buyer and Seller are also entitled to utilize any and all other remedies or actions at law or in equity available to them. | ||
| e. | In any action or proceeding relating to this contract the successful party shall be entitled to receive reasonable attorney’s fees and costs as permitted by law. |
10. TIME IS OF THE ESSENCE. Time is of the essence in this contract.
11. CONSTRUCTION. Words and phrases in this contract shall be construed as in the
singular or plural number, and as masculine, feminine or neuter gender, according to the
context.
12. RELEASE OF RIGHTS. The Buyer hereby relinquishes all rights of dower, homestead and
distributive share in and to the property and waives all rights of exemption as to any of the
property.
13. ADDITIONAL PROVISIONS. The property is presently subject to a farm rental agreement and
Buyer shall be entitled to one-half of said farm payment at the time of closing; however, in the
event said payment has not been paid to Seller by the tenant at or prior to the time of closing,
said payment shall be reimbursed to Seller upon receipt thereof by the Buyer.
Dated this 18th day of August, 2005. |
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| /s/Southern Iowa BioEnergy, LLC | ||||
/s/ Xxxxx Xxxxxxxx
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by /s/ J.R. Xxxxxxx, 2nd Vice Pres.
|
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| By: J.R. Xxxxxxx, Second Vice-Pres., | ||||
| SELLER |
STATE OF IOWA, COUNTY OF Xxxxxx, xx:
On this 18 day of August, 2005, before me, the undersigned, a Notary Public
in and for said State, personally appeared Xxxxx Xxxxxxxx, a widow and single person, “Seller”,
to me known to be the identical person named in and who executed the foregoing instrument, and
acknowledged to me that she executed the same as her voluntary act and deed
XXXXX X. XXXXX |
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Commission Number 150046 My Commission Expires |
/s/ Xxxxx X. Xxxxx
|
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January 26, 0000 |
XXXXX XX XXXX, XXXXXX XX Xxxxxx, xx:
On this 18 day of August, 2005, before me, the undersigned, a Notary Public in
and for said State, personally appeared J. R. Xxxxxxx, to me personally known, who being by me duly
sworn, did say that he is the Second Vice-President of said corporation; that said instrument was
signed and sealed on behalf of said corporation by authority of its Board of Directors; and that
the said Second Vice-President as such officer, acknowledged the execution of said instrument to be
the voluntary act and deed of said corporation, by it and by them voluntarily executed.
XXXXX X. XXXXX |
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Commission Number 150046 My Commission Expires |
/s/ Xxxxx X. Xxxxx
|
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January 26, 2007 |
REAL
ESTATE TRANSFER — GROUNDWATER HAZARD STATEMENT
Please read the filing instructions on the reverse side BEFORE completing this form.
PART I — TO BE COMPLETED BY TRANSFEROR
| TRANSFEROR | Name Xxxxx Xxxxxxxx | |||||||
| Address | 000 Xxxxx X Xxxxxx | Xxxxxxxxx | Xxxx 00000 | |||||
| Number or Street or RR | City, Town or P.O. | State Zip | ||||||
| TRANSFEREE | Name Southern Iowa BioEnergy LLC | |||||||
| Address | 000 X. Xxxx | Xxxx | Xxxx 00000 | |||||
| Number or Street or RR | City, Town or P.O. | State Zip | ||||||
Address of Property Transferred
|
see attached sheet | |||||
| Number or Street or RR | City, Town or P.O. | State Zip | ||||
Legal Description of Property
|
see attached sheet | |
| 1. | Xxxxx (check one) | |||
| þ | There are no known xxxxx situated on this property. | |||
| o | There is a well or xxxxx situated on this property. The type(s), location(s) and legal status are stated below. | |||
| 2. | Solid Waste Disposal (check one) | |||
| þ | There is no known solid waste disposal site on this property. | |||
| o | There is a solid waste disposal site on this property, but no notice has been received from the Department of Natural |
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| o | Resources that the site is deemed to be potentially hazardous. | |||
| o | There is a solid waste disposal site on this property which has been deemed to be potentially hazardous by the Department of Natural Resources. The location(s) of the site(s) is stated below. | |||
| 3. | Hazardous Wastes (check one) | |||
| þ | There is no known hazardous waste on this property. | |||
| o | There is hazardous waste on this property and it is being managed in accordance with Department of Natural Resources rules. | |||
| 4. | Underground Storage Tanks (check one) | |||
| o | There are no known underground storage tanks on this property. (Note exclusions such as small farm and residential motor fuel tanks, most heating oil tanks, cisterns and septic tanks, in instructions.) | |||
| o | There is an underground storage tank on this property. The type(s), size(s) and any known substance(s) contained are described below. | |||
| 5. | Private Burial Site (Check one) | |||
| o | There are no known private burial sites on this property. | |||
| o | There is a private burial site on this property. The location(s) of the site(s) is stated below. The known identifying information of the decedent is stated below. | |||
Information, if any, required by statements checked above:
Attachment for Additional Information? Y / N If so, number of pages
I HEREBY DECLARE THAT THE INFORMATION CONTAINED IN PART 1 OF THIS STATEMENT IS TRUE AND
CORRECT.
Signature:
|
/s/ Xxxxx Xxxxxxxx | Telephone Number | ( ) | |||
| Xxxxx Xxxxxxxx |
PART II — TO BE COMPLETED BY RECORDER
Date of Instrument
|
Book/I.D. | Page/I.D. |
Date of Recording
|
City or Township |
Deed o Contract o County
DNR form (November 02)
|
FILE WITH RECORDER | 542-0960 | ||
