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EXHIBIT 99.2
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT is made and entered into as of this 28th day
of June, 1996 between Donald E. Zvacek, Dennis E. Zvacek and Robert J. Zvacek
("Seller"), and Ryan Properties, Inc. ("Purchaser").
In consideration of the covenants and agreements contained herein and
prior payments made by Purchaser to Seller, 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
easements, tenements, hereditaments, and appurtenances belonging
thereto.
2. Purchase Price. The purchase price for the Land ("Purchase Price")
shall be the sum of $9,250.00 per acre 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 easements,
restrictions, conditions and covenants of record and to rights of farm
tenants of the Land whose leases can be terminated on not more than
six (6) months notice only ("Six Month Farm Leases").
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 Land 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 continuation date of the abstract and the
closing.
B. Purchaser shall have twenty (20) days after receipt of the
abstract of title and survey to render objections to title,
including any easements, et al. not satisfactory to Purchaser,
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 liability on its part, or (b) take title subject to such
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objections. Seller agrees to use its best reasonable efforts
to promptly satisfy any such objections.
4. Rights of Inspection, Testing and Review. 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. 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 hold Seller harmless and
fully indemnify Seller against any damage, claim, liability or cause
of action arising from or caused by the actions of Purchaser, its
agents, or representatives upon the Land, and shall have the further
right to make such inquiries of governmental agencies and utility
companies, etc., and to make such feasibility studies and analyses as
it considers appropriate.
5. Control of Land. Until the closing and subject to Purchaser's
indemnification under Section 4 above, Seller shall have the full
responsibility and the entire liability for any and all damages or
injury of any kind whatsoever to the Land, and any and all persons,
whether employees or otherwise, and all property from and connected to
the Land. If, prior to the closing, the Land is materially damaged or
the Land shall be the subject of an action in eminent domain or a
proposed taking by a governmental authority, whether temporary or
permanent, Purchaser, at its sole discretion, shall have the right to
terminate this Agreement upon notice to Seller without liability on
its part by so notifying Seller and all sums heretofore paid by
Purchaser (with interest) shall be refunded to Purchaser. If
Purchaser does not exercise its right of termination, any and all
proceeds arising out of such damage or destruction, if the same be
insured, or out of any such eminent domain or taking, shall be
assigned to or paid over to the Purchaser on the Closing Date. 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. Representations Of Seller. In order to induce Purchaser to enter into
this Agreement and purchase the Land, Seller hereby represents and
warrants to Purchaser that to the best of Seller's knowledge:
A. No action in condemnation, eminent domain or public taking
proceedings are now pending or contemplated against the Land.
B. No ordinance or hearing is now before any local governmental
body which either contemplates or authorizes any public
improvements or special tax levies, the cost of which may be
assessed against the Land.
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C. Seller has good and marketable fee simple title interest to
the Land.
D. There are no 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.
E. The Land will as of the date of closing be free and clear of
all liens, security interests, all encumbrances, leases
(except Six Month Farm Leases) or other restrictions, with the
exception, if any, placed thereon as a result of the
governmental approvals itemized in Section 7D herein.
F. All labor or material which have been furnished to the Land
have been fully paid for or will be fully paid for prior to
the closing date so that no lien for labor or materials
rendered can be asserted against the Land.
G. The undersigned is a duly authorized representative of the
Seller and as such is authorized to execute this Agreement and
bind the Seller hereto.
H. The Land does not contain any underground or above ground
storage tanks. If any above ground or underground tanks have
previously been located on the Land, Seller agrees to provide
Purchaser with any and all information available in connection
with the removal of any such tanks.
I. The Land and its existing and all prior uses comply and have
at all times complied with, and Seller is not in violation of,
has not violated, in connection with its ownership, use,
maintenance or operation of the Land and the conduct of the
business related thereto, any applicable federal, state,
county or municipal or local statutes, laws, regulations,
rules, ordinances, codes, standards, orders, licenses and
permits of any governmental authorities relating to
environmental matters (being hereinafter collectively referred
to as the "Environmental Laws") and all other applicable
environmental standards or requirements.
(i) Neither Seller, its agents, employees and independent
contractors nor any tenant has operated the Land for
the purpose of receiving, handling, using, storing,
treatment, transporting and disposing of petroleum
products or any Hazardous Substance or Material
meaning asbestos, urea formaldehyde, polychlorinated
biphenyls, nuclear fuel or materials, chemical waste,
radioactive materials, explosives, known carcinogens,
petroleum products or other dangerous or toxic or
hazardous pollutant, contaminant, chemical
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material or other substance defined in said
Environmental Laws, or other toxic dangerous or
hazardous chemicals, materials, substances,
pollutants and wastes, or any chemical, material or
substance exposure which is prohibited, limited or
regulated by any federal, state, county, regional or
local authority (all the foregoing being hereinafter
collectively referred to as "Hazardous Materials");
(ii) there are no existing or pending remedial actions or
other work, with respect to the Land in connection
with the Environmental Laws, nor has Seller received
any notice of any of the same;
(iii) no Hazardous Materials have been or will be released
into the environment, or have been or will be
deposited, spilled, discharged, placed or disposed of
at, on, or, to the actual knowledge of Seller,
adjacent to the Land, nor has the Land been used at
any time by any person as a landfill or a disposal
site for Hazardous Materials or for garbage, waste or
refuse of any kind;
(iv) there are not electrical transformers or other
equipment containing dielectric fluid containing
polychlorinated biphenyls in excess of 50 parts per
million located in, on or under the Land, nor is
there any friable asbestos contained in, on or under
the Land;
(v) there are no locations off the Land where Hazardous
Materials generated by or on the Land have been
treated, stored, deposited or disposed of;
(vi) there is no fact pertaining to the physical condition
of either the Land or the area surrounding the Land
and which materially adversely affects or will
materially adversely affect the Land or the use or
enjoyment or the value thereof or Seller's ability to
perform the transactions contemplated by this
Agreement;
(vii) the sale of the Land by Seller to Purchaser does not
require notice to or the prior approval, consent or
permission of any federal, state or municipal or
local governmental agency, body, board or official;
and
(viii) no notices of any violation of any of the matters
referred to in the foregoing sections relating to the
Land or its use have been received by Seller and
there are no writs, injunctions, decrees, orders or
judgments outstanding, no lawsuits, claims,
proceedings or investigations pending or threatened,
relating to the ownership, use, maintenance or
operation of the Land, nor is there any basis for any
such lawsuit, claim, proceedings or investigation
being instituted or filed.
The representations and warranties set forth in this Section 6 shall
survive closing and shall not be affected by any investigation,
verification or approval by any
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party thereto or by anyone on behalf of any party hereto and shall not
merge into Seller's deed being delivered at closing. Seller agrees to
indemnify and hold Purchaser harmless from and against and to
reimburse Purchaser with respect to any and all claims, demands,
causes of action, loss, damage, liabilities, and costs (including
attorney's fees and court costs) asserted against or incurred by
Purchaser by reason of or arising out of the breach of any
representation or warranty as set forth in this Section 6.
7. Conditions to Closing. The closing of the transaction contemplated by
this Agreement and all the obligations of Purchaser under this
Agreement are subject to fulfillment, on or before the Closing Date of
the following conditions:
A. The representations and warranties made by Seller in Section 6
shall be correct as of the Closing Date with the same force
and effect as if such representations were made at such time.
B. Title to the Land shall be in the condition warranted in
Section 6.
C. Purchaser, in its sole and absolute discretion, having
completed and approved of any inspections done by Purchaser
hereunder.
D. Purchaser having obtained any and all necessary governmental
approvals, including without limitation those necessary or
desirable for:
(a) subdivision or platting which might be necessary or
desirable in connection with the sale and transfer of
the Land. (Any conditions imposed as a part of the
platting or subdivision must be satisfactory to
Purchaser, in its sole opinion.);
(b) change to the zoning classification of the Land to
O/S. (Any conditions imposed as a part of the
rezoning must be satisfactory to Purchaser, in its
sole opinion.);
(c) annexation of the Land into the City of Cedar Rapids;
(d) CEBA Grant from the Iowa Department of Economic
Development;
(e) RISE Grant from the State of Iowa; and
(f) formation of an Urban Renewal District and passage of
a Tax Increment Financing Ordinance.
Seller shall cooperate with Purchaser in attempting to obtain
any such approvals and shall execute any documents necessary
for this purpose, provided that Seller shall bear no expense
in connection therewith.
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8. Closing. The closing of the purchase and sale shall take place as
promptly as possible after all the conditions to closing set forth in
Section 7 have been satisfied. Possession of the Land shall be
delivered on the date of Closing.
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.
C. Deliver to Purchaser such other documents as may be required
by this Agreement, all in a form satisfactory to Purchaser.
10. Delivery of Purchase Price; 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.
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.
(iii) All special assessments except as provided in the
Option Agreement dated May 29,1996 between the
parties hereto.
(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.
12. Failure of Closing Conditions. Seller and Purchaser agree that should
any of the conditions to Purchaser's obligations set forth in Section
7D above not be satisfied, the Option Agreement dated May 29, 1996
between Seller and Purchaser shall be reinstated and Purchaser shall
be provided thirty (30) days in which to make up
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any option payments due to Seller under the terms of the Option
Agreement but not made due to the execution of this Agreement.
13. Real Estate Taxes and Special Assessments. Except as otherwise
provided in the Option Agreement dated May 29,1996 between Seller and
Purchaser, 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.
14. Remedies. If Seller defaults in the performance of this Agreement and
Purchaser does not cancel this Agreement, Seller acknowledges the Land
is unique and that money damages to Purchaser in the event of default
by Seller are inadequate. Accordingly, Purchaser shall have the
right, in addition to any other remedy available, to apply for and to
receive from a court of competent jurisdiction equitable relief by way
of restraining order, injunction or otherwise, prohibitory or
mandatory, to prevent a breach of the terms of this Agreement, or by
way of specific performance to enforce performance of the terms of
this Agreement or rescission. This right to equitable relief shall
not be construed to be in lieu of or to preclude the right to seek a
remedy at law.
15. 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
waives written notice of the exercise of Purchaser's option under the
Option Agreement.
16. 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
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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
c/o Donald Zvacek Ryan Properties, Inc.
2403 31st Street, S.W. ATTN: Jeff A. Smith
Cedar Rapids, IA 52404 221 Town Centre, Suite 250
Cedar Rapids, IA 52401
E. Assignability. This Agreement and the rights set out herein
may be assigned by Purchaser provided, however, 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 and shall be
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.
H. Counterparts. This Agreement may be executed in one (1) or more
counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year set forth above.
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SELLER:
/s/ DONALD E. ZVACEK
-----------------------------------
DONALD E. ZVACEK
/s/ KAREN M. ZVACEK
-----------------------------------
KAREN M. ZVACEK
STATE OF IOWA )
) ss:
COUNTY OF LINN )
On this 28th day of June, 1996, before me, a Notary Public in and for
the State of Iowa, personally appeared Donald E. Zvacek and Karen M. Zvacek,
husband and wife, to me known to be the persons named in and who executed the
foregoing instrument, and acknowledged that they executed the same as their
voluntary act and deed.
[NOTARIAL SEAL CARMEL R. BROWN /s/ CARMEL R. BROWN
IOWA] MY COMMISSION EXPIRES -----------------------------------
5/7/99 NOTARY PUBLIC - STATE OF IOWA
/s/ DONALD E. ZVACEK
Atty. in fact for Dennis E. Zvacek
-----------------------------------
DENNIS E. ZVACEK
/s/ DONALD E. ZVACEK
Atty. in fact for Donalyn A. Zvacek
-----------------------------------
DONALYN A. ZVACEK
STATE OF IOWA )
) ss:
LINN COUNTY )
On this 28th day of June, 1996, before me, a Notary Public in and for
the State of Iowa, personally appeared Donald E. Zvacek, to me known to be the
person who executed the foregoing instrument on behalf of Dennis E. Zvacek and
Donalyn A. Zvacek, and acknowledged that that person executed the same as the
voluntary act and deed of said Dennis E. Zvacek and Donalyn A. Zvacek.
[NOTARIAL SEAL CARMEL R. BROWN /s/ CARMEL R. BROWN
IOWA] MY COMMISSION EXPIRES -----------------------------------
5/7/99 NOTARY PUBLIC - STATE OF IOWA
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/s/ ROBERT J. ZVACEK
-----------------------------------
ROBERT J. ZVACEK
/s/ MARILYN J. ZVACEK
-----------------------------------
MARILYN J. ZVACEK
STATE OF IOWA )
) SS:
COUNTY OF LINN )
On this 28th day of June 1996, before me, a Notary Public in and for
the State of Iowa, personally appeared Robert J. Zvacek and Marilyn J. Zvacek,
husband and wife, to me known to be the persons named in and who executed the
foregoing instrument, and acknowledged that they executed the same as their
voluntary act and deed.
/s/ CARMEL R. BROWN
-----------------------------------
NOTARY PUBLIC-STATE OF IOWA
[NOTARIAL SEAL CARMEL R. BROWN
IOWA] MY COMMISSION EXPIRES
5/7/99
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BUYER:
RYAN PROPERTIES, INC.
BY: /s/ JEFF A. SMITH
-----------------------------------
JEFF A. SMITH, Vice President
STATE OF IOWA )
) SS:
COUNTY OF LINN )
On this 27th day of 1996, before me, a Notary Public in and for the
State of Iowa, personally appeared Jeff A. Smith, to me personally known, who
being by me duly sworn did say that he is Vice President of Ryan Properties,
Inc., that no seal has been procured by the said corporation, and that said
instrument was signed on behalf of the said corporation by authority of its
Board of Directors, and the said Jeff A. Smith acknowledged the execution of
said instrument to be the voluntary act and deed of said corporation, by it and
by him voluntarily executed.
[NOTARIAL SEAL [NAME] [SIG]
IOWA] MY COMMISSION EXPIRES -----------------------------------
September 27, 1997 NOTARY PUBLIC-STATE OF IOWA