Fill and Sign the Land Industrial 497331217 Form

Option to Purchase Farm Land to be Developed for Industrial or Commercial Purposes Option Agreement made _______________ (date of Agreement) , between _____________________ (name of first owner) and ______________________ (name of second owner) , both of ________________________________________________________ ____________________________________________________________________________ _____________________________________________ (addresses of owners) (the Owners ), and ______________________ (name of optionee) , a corporation organized under the laws of ____________________ (name of state) , having its principal office at ____________________ ____________________________________________ (address of optionee) (the Optionee ). Whereas, the Owners are the owners of certain property legally described in Exhibit A , (the Subject Property). Whereas, the Optionee desires the right to obtain title to the Subject Property, at prices and under terms and conditions provided below in this Agreement, for the purpose of industrial or commercial expansion and development; Now, therefore, for and in consideration of the option fee of $__________ and the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Definition of Terms As used in the Agreement, the term “Subject Property” refers to the entire parcel described above. The term gross acres shall include any portion of the Subject Property titled in Owners' name but subject to road use or right of way. 2. Purchase Terms and Conditions The Optionee shall have the right and option to acquire all portions of the Subject Property upon the following terms and conditions: A. Minimum Parcel Requirements. The right and option to acquire the Subject Property requires the Optionee to purchase the entire parcel, not just a portion of the Subject Property, if the Optionee exercises the option. B. Initial Option Period and Price. This initial option shall continue for a period of time extending from the execution of this Agreement to and including ________ (number of days) days from such execution. During such period, the Optionee shall have the right to purchase the Subject Property, at $_____________ per gross acre, for a total purchase price to be determined. If the option to purchase is exercised, the option fee shall be applied to the purchase price. If the option is not exercised within the initial option period, and no extension is requested, the option fee shall be retained by the Owners. C. Right to Extend Option. Optionee shall have the right and option to extend the initial option for up to _______ (number) additional ______ (number) -day terms. The extension request shall be in writing and submitted to the Owners no later than _______ (number) days prior to the expiration of the option in place. If the right to extend the option is exercised, the option fee shall be retained by the Owners. D. Possession. If Optionee timely performs all obligations in connection with the exercise of any option pursuant to this Agreement, possession of the real estate shall be delivered to the Optionee within _______ (number) days following notice of exercise of the option by the Optionee. E. Real Estate Taxes. If the Optionee exercises its option to purchase Subject Property, then the Owners shall pay all real estate taxes accrued prior to date of possession by the Optionee and any unpaid real estate taxes payable in prior years. The Optionee shall pay all subsequent real estate taxes. Any proration of real estate taxes shall be based upon such taxes payable for the year of sale. F. Special Assessments. Owners shall pay all installments of special assessments which are a lien on the real estate and, if not paid, would become delinquent during the calendar year that the option is exercised, and all prior installments of the same. All other special assessments shall be paid by the Optionee. G. Deed. Upon payment of the purchase price, Owners shall convey the real estate to the Optionee, by warranty deed, free and clear of all liens and encumbrances but subject to easements and restrictions of record. H. Method of Exercise of Option. Exercise of the option to purchase the Subject Property shall be made by the Optionee delivering to the Owners, at the address to which notices are to be sent, a written notice of exercise of the option as provided in this Agreement. Written notice shall be given in compliance with Section 13 below. I. Notice of Exercise of Option. The written notice of exercise of the option to acquire the Subject Property shall be made in the manner described in this Agreement but shall only be effective if given on or before the end of the last day of the last exercised option. J. Reimbursement for Unharvested Crops. If the Optionee takes possession of the Subject Property after a crop is planted on the Subject Property but before the crop is harvested, the Optionee shall reimburse the Owners for seed, fertilizer, and pesticides, if the Optionee takes possession of the Subject Property after spring planting work has started. The reimbursement cost shall be mutually agreed upon by both parties. 3. Closing Date If the Optionee exercises its option to purchase the Subject Property, the Owners and the Optionee shall appear at a mutually convenient closing date as agreed upon by the parties. The parties agree to equally share the costs of closing. The parties shall split equally the cost of the title insurance premium. 4. Right to Farm Property during the Agreement Owners shall have the exclusive use and possession of the Subject Property, including but not limited to the right to farm the Subject Property during the term of this Agreement, or until the Subject Property is sold, whichever occurs first. 5. Right to Farm Property Purchased If the Optionee exercises its option to purchase the Subject Property and if row crops are cultivated upon the Subject Property, the Owners shall have the first right to farm the property under terms and conditions customary in the area. 6. Subsurface Drainage Optionee acknowledges its understanding that the Subject Property may contain certain drainage lines providing surface and subsurface water drainage from other real property. Optionee agrees to preserve such subsurface drainage or to provide suitable alternative surface or subsurface drainage at the Optionee's cost on any property purchased pursuant to the terms of this Agreement. 7. License to Optionee to Enter Property Owners by this Agreement grant the Optionee a nonexclusive license to enter the Subject Property from time to time during the option period for the sole and exclusive purpose of allowing the Optionee to perform boundary and topographic survey work, and to conduct soil, engineering, and other tests on such land. The Optionee agrees to indemnify and hold the Owners harmless from any and all damage caused by the Optionee or its agents on the land or crops on the land. After performing its test and engineering work, the Optionee shall restore the land to substantially the same condition as existed prior to the Optionee's conduct on the land, and shall be liable to the Owners for any damage remaining on the land, or crops or fixtures on the land. Such license to go on the Subject Property shall be limited to the purpose of performing such survey work and soil tests, engineering and other tests by the Optionee, and such license shall automatically terminate and be of no further force and effect after the expiration of the term of this option Agreement. 8. Right to Assignment Optionee shall have the full and unrestricted right to assign its interest in this Agreement or any other interest under this Agreement at any time. The Optionee agrees that in the event of an assignment, the Optionee shall assume responsibility for all of the rights, obligations and duties contained in this Agreement which shall survive any such assignment. 9. Remedies In any action between the parties seeking enforcement of any of the terms and provisions of this Agreement or in connection with the Subject Property, the prevailing party in such action shall be awarded, in addition to damages, injunctive or other relief, its reasonable costs and expenses, not limited to taxable costs, and reasonable attorney's fees. 10. Severability The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 11. No Waiver The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 12. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of _____________. 13. Notices Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. 14. Attorney’s Fees In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees. 15. Mandatory Arbitration Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 16. Entire Agreement This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 17. Modification of Agreement Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 18. In this Agreement, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine. WITNESS our signatures as of the day and date first above stated. ________________________ _________________________ (P rinted name) (P rinted name) ________________________ _________________________ (Signature of First Owner) (Signature of Second Owner) ________________________ (Name of Optionee) By:______________________________ (P rinted name & Office in Corporation _________________________ (Signature of Officer) ________________________ (P rinted name) ________________________ (Signature of JV-3)