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EXHIBIT 99.1
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT is made and entered into as of this 15th day
of August, 1996 between IOWA LAND AND BUILDING COMPANY ("Seller"), and RYAN
PROPERTIES, INC. ("Purchaser").
In consideration of the covenants and agreements contained herein, the
parties agree as follows:
1. Land To Be Purchased. Subject to compliance with the terms and
conditions of this Agreement, Seller shall sell to Purchaser and
Purchaser shall purchase from Seller the real property legally
described on Exhibit A attached hereto (the "Land"), together with all
leases, if any, not earlier terminated, easements, tenements,
hereditaments, and appurtenances belonging thereto.
2. Purchase Price. The purchase price for the Land ("Purchase Price")
shall be the sum of Six Hundred Ninety-one Thousand Sixty Hundred
Fifty Dollars and Twenty-five Cents ($691,650.25) payable by wire
transfer, certified or cashier's check at the closing hereunder.
3. Title To Be Delivered. Seller agrees to convey marketable fee simple
title in the Land to Purchaser subject only to the farm lease for the
Land which is terminable on not more than six months notice,
easements, restrictions, conditions and covenants of record.
A. Seller, at its sole cost and expense, shall deliver to
Purchaser an abstract of title to the Land continued through
the date of Purchaser's exercise of its option to purchase the
Land for examination by Purchaser. It shall show merchantable
title in Seller in conformity with this Agreement, Iowa law
and Title Standards of the Iowa Bar Association. The abstract
shall become the property of Purchaser 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 between the date of Purchaser's exercise and the
closing.
B. Purchaser shall have twenty (20) days after receipt of the
abstract of title to render objections to title, including any
easements or other encumbrances, in writing to Seller and
Seller shall have thirty (30) days from the date it receives
such objections to have the same removed or satisfied. If
Seller shall fail to have such objections removed within that
time, Purchaser may, at its sole discretion, either (a)
terminate this Agreement without any further liability on its
part, except for the forfeiture of the option payments
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as and to the extent provided for in the Option Agreement
between the parties, or (b) take title subject to such
objections. Seller agrees to use its best reasonable efforts
to promptly satisfy any such objections.
4. Inspection Rights.
A. Throughout the term of this Agreement Purchaser, its counsel,
accountants, agents and other representatives, shall have full
and continuing access to the Land and all parts thereof, upon
reasonable notice to Seller, subject to prior rights of any
tenants of the Land. Purchaser and its agent and
representatives shall also have the right to enter upon the
Land at any time after the execution and delivery hereof for
any purpose whatsoever, including inspecting, surveying,
engineering, test boring, performance of environmental tests
and such other work as Purchaser shall consider appropriate,
provided that Purchaser shall defend, indemnify hold Seller
harmless against any damage, claim, liability or cause of
action (including, claims of third parties) arising from or
caused by the acts or omissions of Purchaser, its agents, or
representatives upon the Land specifically including, but not
limited to, personal injury and property damage claims. In
the event Purchaser contracts with a third party to perform
inspection, surveying, engineering, test boring performance of
environmental tests or other such work on the Land, Purchaser
shall remain solely responsible for the satisfactory
completion of such work.
B. Environmental Investigation. Purchaser shall pay for all costs
associated with the environmental investigation and shall
provide Seller with copies of all analysis, test results, and
draft and final reports prepared or generated. Seller shall
be given the opportunity to take split samples.
Except to the extent necessary for the performance of the tests, et
al. to be conducted hereunder or as otherwise required by law or order
of court, Purchaser agrees to keep confidential all analytical
results, test results, and other reports, information and documents
obtained or prepared during the environmental investigation either by
Purchaser or its contractor(s)and to not release to any third party
any reports, information or documents relating to same the without the
prior written consent of Seller.
Purchaser shall not unreasonably interfere with Seller's operations
during the environmental investigation and shall provide Seller with
forty-eighth (48) hours notice of such activities. Purchaser shall
remain solely responsible for the activities of its contractors or
subcontractors in the performance of the limited sampling, and shall
incorporate the terms and conditions of this Purchase Agreement into
any
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contracting agreement. After termination of the sampling activities,
Purchaser agrees to restore the Land to its condition prior to
sampling, and shall leave it free of debris and holes in the ground
and in such condition as is satisfactory to the Seller.
5. Eminent Domain/Insurance. If, prior to closing, the Land shall be
materially damaged, through no fault of the Purchaser, or be the
subject of an action in eminent domain or a proposed taking by a
governmental authority, Purchaser, at its sole discretion, shall have
the right to terminate this Agreement upon notice to Seller without
further liability on its part, except for the forfeiture of the option
payments as and to the extent provided for in the Option Agreement, by
so notifying Seller in writing. Seller agrees to keep the Land
continually insured during the term of this Agreement under its
current policy of fire and extended coverage insurance.
6. Seller's Statements
(a) Seller acknowledges receipt from Purchaser of a copy of the
Phase I Environmental Site Assessment, McLeod Complex, dated
July, 1996, by Howard R. Green Company (the "Phase I Report").
Except for the items raised in the Phase I Report, Seller
states that to the best of its knowledge:
A. Except any which might result from actions being
taken by Purchaser, there are not any action in
condemnation, eminent domain or public taking
proceedings against the Land.
B. Except any which might result from actions being
taken by Purchaser, there is not any ordinance or
hearing now before any local governmental body which
authorizes any public improvements or special tax
levies, the cost of which may be assessed against the
Land.
C. Seller has not received any notices, orders, suits,
judgment or other proceedings relating to fire,
building, zoning, air pollution or health violations
that have not been corrected. Seller shall notify
Purchaser of any past notices, orders, suits,
judgments or other proceedings relating to fire,
building, zoning, air pollution or health violations
as they relate to the Land.
D. Neither any consents from nor notice to any federal,
state, or municipal or local government agency, body,
board or official are required for Seller's
performance of this Agreement.
E. Seller has not received notice of any violations of
any environmental laws, rules or regulations relating
to the Land or its use nor has Seller received notice
of any writs, injunctions, decrees, orders,
judgments,
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lawsuits, claims, proceedings, or investigations,
whether pending or threatened, relating to the
ownership, use, maintenance or operation of the Land.
7. Closing. The closing of the purchase and sale shall take place as
promptly as possible after the conditions set out in Section 8 are
satisfied and in no event later than ninety (90) days after exercise
of the Option pursuant to the Option Agreement. Closing may be
extended beyond ninety (90) days by mutual agreement of the parties.
Possession of the Land shall be delivered on the date of Closing.
8. Conditions to Closing. The closing of this transaction and all the
obligations of Purchaser under this Agreement are subject to
fulfillment on or before the Closing Date of the following conditions:
A. Purchaser, in its sole and absolute discretion, shall have
completed and approved of any inspections done by Purchaser
hereunder or under the Option Agreement dated June 11, 1996.
B. Purchaser shall have obtained any and all necessary
governmental approvals including without limitation approval
of subdivision or platting which might be necessary in
connection with the sale and transfer of the Land. Any
material conditions imposed as a part of the platting or
subdivision must be satisfactory to Purchaser, in its sole
opinion and any condition imposed on any portion of Seller's
remaining property contiguous with the Land must be
satisfactory to Seller in its sole opinion. Seller shall
cooperate with Purchaser in its attempts to obtain any such
approvals and shall execute any documents necessary for this
purpose provided that Seller shall bear no expense in
connection therewith.
C. Seller's statements set forth in Section 6 shall be true and
correct on the Closing Date.
9. Seller's Obligations At Closing. At or prior to the Closing Date,
Seller shall:
A. Deliver to Purchaser Seller's duly recordable Warranty Deed to
the Land (in a form satisfactory to Purchaser) conveying to
Purchaser marketable fee simple title to the Land and all
rights appurtenant thereto subject only to easements,
restrictions, conditions and covenants of record.
B. Deliver to Purchaser the Abstract of Title to the Land.
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C. Deliver to Purchaser such other documents as may be required
by this Agreement, all in a form satisfactory to Purchaser and
Seller.
10. Delivery of Purchase Price; Purchaser's Obligations At Closing. At
closing, and subject to the terms, conditions, and provisions hereof
and the performance by Seller of its obligations as set forth herein,
Purchaser shall deliver the Purchase Price to Seller pursuant to
Section 2 hereof and shall deliver such other documents as may be
required by this Agreement, all in a form satisfactory to Purchaser
and Seller.
11. Closing Costs. The following costs and expenses shall be paid as
follows in connection with the closing:
A. Seller shall pay:
(i) The transfer fee imposed on the conveyance.
(ii) A pro-rata portion of all taxes as provided in
Section 10.
(iii) All special assessments whether levied, pending or
assessed.
(iv) Seller's attorneys fees.
(v) The cost of recording the satisfaction of any
existing mortgage and any other document necessary to
make title marketable.
B. Purchaser shall pay the following costs in connection with the
closing:
(i) The documentary fee necessary to record the Deed.
(ii) Purchaser's attorneys fees.
(iii) Broker and real estate commissions and fees, if any.
12. Real Estate Taxes and Special Assessments. Seller shall pay all
levied and pending special assessments against the Land prior to the
Closing Date. Seller shall pay all real estate taxes for all fiscal
years which end prior to the Closing Date. Real estate taxes for the
fiscal year in which the Closing Date occurs shall be prorated to the
Closing Date on the basis of a 365 day calendar year. Purchaser shall
pay all real estate taxes due in subsequent fiscal years.
13. Remedies. If Seller defaults in the performance of this Agreement,
Purchaser may elect either to cancel this Agreement, or to commence an
action for specific performance to enforce performance of the terms of
this Agreement. In the event of cancellation or termination for
breach, Purchaser shall be entitled to reimbursement of all option
payments expended under the Option Agreement.
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If Purchaser defaults in the performance of this Agreement, Seller may
elect either to cancel this Agreement, and to recover the direct costs
associated with such breach, including the forfeiture of all amounts
paid under the Option Agreement, or to commence an action for specific
performance to enforce performance of the terms of this Agreement.
14. Time for Acceptance. This Agreement, when duly executed by all of the
parties hereto, shall be binding upon the parties hereto, their heirs,
representatives, successors and assigns. By execution hereof, Seller
acknowledges the timely exercise, as of the date hereof, by Purchaser
of its option under the Option Agreement as to all the Land and waives
the necessity of written notice thereunder.
15. Miscellaneous. The following general provisions govern this Agreement.
A. No Waivers. The waiver by either party hereto of any
condition or the breach of any term, covenant or condition
herein contained shall not be deemed to be a waiver of any
other condition or of any subsequent breach of the same or of
any other term, covenant or condition herein contained.
Either party, in its sole discretion may waive any right
conferred upon such party by this Agreement; provided that
such waiver shall only be made by giving the other party
written notice specifically describing the right waived.
B. Time of Essence. Time is of the essence of this Agreement.
C. Governing Law. This Agreement is made and executed under and
in all respects to be governed and construed by the laws of
the State of Iowa
D. Notices. All notices and demands given or required to be
given by any party hereto to any other party shall be deemed
to have been properly given if and when delivered in person or
three (3) business days after having been deposited in any
U.S. Postal Service and sent by registered or certified mail,
Postage prepaid, addressed as follows:
If to Seller: If to Purchaser:
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Iowa Land and Building Company Ryan Properties, Inc.
c/o Thomas L. Aller c/o Jeff A. Smith
200 First Street SE 221 Third Avenue SE, Suite 250
Cedar Rapids, IA 52401 Cedar Rapids, IA 52401
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E. Assignability. This Agreement and the rights set out herein
may not be assigned by Purchaser to anyone other than McLeod,
Inc., or its affiliate without the prior written consent of
the Seller. If at the time of execution hereof, this Agreement
has not already been assigned to McLeod, Inc. or one of its
affiliates, Purchaser shall so assign this Agreement on or
before the Closing Date and it shall be a condition of
Seller's obligations hereunder that this Agreement be so
assigned. Any assignment shall not release Purchaser from any
liability under this Agreement.
F. Invalidity. If for any reason any term or provision of this
Agreement shall be declared void and unenforceable by any
court of law or equity it shall only affect such particular
term or provision of this Agreement and the balance of this
Agreement shall remain in full force and effect.
G. Complete Agreement. All understandings and agreements
heretofore had between the parties are merged into this
Agreement which alone fully and completely expressed their
agreement. This Agreement may be changed only in writing
signed by both of the parties hereto and shall apply to and
bind the successors and assigns of each of the parties hereto
and shall merge with the deed delivered to Purchaser at
closing except as specifically provided herein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year set forth above.
SELLER:
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IOWA LAND AND BUILDING COMPANY
BY: /s/ THOMAS L. ALLER
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THOMAS L. ALLER, Vice President
PURCHASER:
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RYAN PROPERTIES, INC.
BY: /s/ JEFF A. SMITH
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JEFF A. SMITH, Vice President
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