exv10w8



 




Exhibit
10.8



REAL ESTATE CONTRACT

(SHORT FORM)

THE IOWA STATE BAR ASSOCIATION

Official Form No. 143

Recorder’s Cover Sheet




Preparer Information: (name, address and phone number)




     Marten A. “Mat” Trotzig, 104 Cent. Ave. NE, PO Box 336, LeMars, IA 51031, Phone: (712)
546-8873




Taxpayer Information: (name and complete address)




     Ms. Nancy L. Johnson, 205 1st Ave. NE, LeMars, Iowa 51031




Return Document To: (name and complete address)




     Marten A. “Mat” Trotzig, 104 Cent. Ave. NE, PO Box 336, LeMars, IA 51031, Phone: (712)
546-8873




	 	 	 
	Grantors:	 	 Grantees:
	                Nancy L. Johnson

	 	NORTHWEST IOWA RENEWABLE ENERGY
	Michael J. Earnest/Vicki L. Earnest	 	BY: John E. Lucken, Chairman






Legal Description: See Page 2




          Document or instrument number of previously recorded documents:




 









 








Marten A. “Mat” Trotzig ISBA #8308




REAL ESTATE CONTRACT

(SHORT FORM)




     IT IS AGREED between Nancy L. Johnson, a single person; and Michael J. Earnest and Vicki
L. Earnest, husband and wife (“Sellers”); and


Northwest
Iowa Renewable Energy, L.L.C. (“Buyers”).



     Sellers agree to sell and Buyers agree to buy real estate in Plymouth County, Iowa,
described as:



20 Acres, more or less as surveyed located in Part of the Southwest Quarter (SW 1/4) of the Northwest
Quarter (NW 1/4) of Section Thirteen (13) and Part of the Southeast Quarter (SE 1/4) of the Northeast
Quarter (NE 1/4) and the Northeast Quarter (NE 1/4) of the Southeast Quarter (SE 1/4) in Section Fourteen
(14), ALL in Township Ninety-Two (92) North, Range Forty-Nine (49), West of the 5th
P.M., and more specifically located directly West and parallel to the present Dakota and Iowa rail
line, including the present sand pit and rough acreage.



The cost of the survey shall be paid solely by Buyer.




with any
easements and appurtenant servient estates, but subject to the
following:

a. any
zoning and other ordinances;

b. any
covenants of record;

c. any
easements of record for public utilities, roads and highways;
and

d. (consider: liens; mineral rights; other easements; interest of others.)



 





(the “Real Estate”), upon the following terms:



1. PRICE. The total purchase price for the Real Estate is Two Hundred Thousand and 0/100 more
or less Dollars ($200,000.00) of which Five Thousand and
0/100 Dollars ($5,000.00) has been paid. Buyers shall pay the balance to
Sellers at Law office of Bauerly, Trotzig & Bauerly, P.L.C. either in their Akron or LeMars,
Iowa or as directed by Sellers, as follows:

$195,000.00 on or before July 1, 2007. The actual purchase price is determined by multiplying
$10,000.00 per acre times the actual number of gross acres surveyed. Consequently, if only 19
acres are surveyed the total purchase price will be $190,000.00 and $185,000.00 will be due at time
of closing.




 









 







2. INTEREST. Buyers shall pay interest from  July 1, 2007  on the unpaid balance,
at the rate of 7 percent per annum, payable upon demand. Buyers shall also
pay interest at the rate of percent per annum on all delinquent amounts and any sum reasonably
advanced by Sellers to protect their interest in this contract, computed from the date of the
delinquency or advance.



3. REAL ESTATE TAXES. Sellers shall pay
Pro rated real estate taxes solely on the property being surveyed through date of
possession any unpaid real estate taxes payable in prior years. Buyers 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. Sellers shall pay all special assessments which are a lien on the Real
Estate as of the date of this contract or  date of possession. All other special
assessments shall be paid by Buyers.



5. POSSESSION CLOSING. Sellers shall give Buyers possession of the Real Estate on  date of
closing, provided Buyers are not in default under this contract. Closing shall be on 
or before July 1, 2007.



6. INSURANCE. Sellers shall maintain existing insurance upon the Real Estate until the date of
possession. Buyers shall accept insurance proceeds instead of Sellers replacing or repairing
damaged improvements. After possession and until full payment of the purchase price, Buyers shall
keep the improvements on the Real Estate insured against loss by fire, tornado, and extended
coverage for a sum not less than 80 percent of full insurable value payable to the Sellers and
Buyers as their interests may appear. Buyers shall provide Sellers with evidence of such insurance.



7. ABSTRACT AND TITLE. Sellers, at their expense, shall promptly obtain an abstract of title to
the Real Estate continued through the date of this contract
_______ and deliver it to Buyers for
examination. It shall show merchantable title in Sellers 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 Buyers when the purchase price is paid in full, however, Buyers reserve the right
to occasionally use the abstract prior to full payment of the purchase price. 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.



8. FIXTURES. All property that integrally belongs to or is part of the Real Estate, whether
attached or detached, such as light fixtures, shades, rods, blinds, awnings, windows, storm doors,
screens, plumbing fixtures, water heaters, water softeners, automatic heating equipment, air
conditioning equipment, wall to wall carpeting, built-in items and electrical service cable,
outside television towers and antenna, fencing, gates and landscaping shall be considered a part of
Real Estate and included in the sale except: (consider: rental items.)



 




9. CARE OF PROPERTY. Buyers shall take good care of the property; shall keep the buildings and
other 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. Buyers shall not make
any material alteration to the Real Estate without the written consent of the Sellers.



10. DEED. Upon payment of purchase price, Sellers shall convey the Real Estate to Buyers 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 Sellers continuing up to time of delivery of the
deed.



11. 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 no 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 as
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 receiver 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 all parties concerned, and such receiver 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 by sheriff’s 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 628 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 Sellers fail to timely perform their obligations under this contract, Buyers shall have
the right to terminate this contract and have all payments made returned to them.



     d. Buyers and Sellers 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.



12. JOINT TENANCY IN PROCEEDS AND IN REAL ESTATE. If Sellers, immediately preceding this
contract, hold title to the Real Estate in joint tenancy with full right of survivorship, and the
joint tenancy is not later destroyed by operation of law or by acts of Sellers, then the proceeds
of this sale, and any continuing or recaptured rights of Sellers in the Real Estate, shall belong
to Sellers as joint tenants with full right of survivorship and not as tenants in common; and
Buyers, in the event of the death of either Seller, agree to pay any balance of the price due
Sellers under this contract to the surviving Seller and to accept a deed from the surviving Seller
consistent with paragraph 10.




 









 




13. JOINDER BY SELLER’S SPOUSE. Seller’s spouse, if not a titleholder immediately preceding
acceptance of this offer, executes this contract only for the purpose of relinquishing all rights
of dower, homestead and distributive shares or in compliance with Section 561.13 of the Iowa Code
and agrees to execute the deed for this purpose.



14. TIME IS OF THE ESSENCE. Time is of the essence in this contract.



15. PERSONAL PROPERTY. If this contract includes the sale of any personal property, Buyers grant
the Sellers a security interest in the personal property and Buyers shall execute the necessary
financing statements and deliver them to Sellers.



16. 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.



17. RELEASE OF RIGHTS. Each of the Buyers 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.



I UNDERSTAND THAT HOMESTEAD PROPERTY IS IN MANY CASES PROTECTED FROM THE CLAIMS OF CREDITORS AND
EXEMPT FROM JUDICIAL SALE; AND THAT BY SIGNING THIS CONTRACT, I VOLUNTARILY GIVE UP MY RIGHT TO
THIS PROTECTION FOR THIS PROPERTY WITH RESPECT TO CLAIMS BASED UPON THIS CONTRACT.




	 	 	 	 	 	 	 
	Dated:
	 	 	,	 	 	 
	 

	 	 
	 	 
	 	 
	 

	 	 	 	 	 	BUYERS
	 
	 	 	 	 	 	 
	Dated:
	 	 	,	 	 	 
	 

	 	 
	 	 
	 	 
	 

	 	 	 	 	 	BUYERS






18. ADDITIONAL PROVISIONS.





Sellers have the option to take the balance of the purchase price either in cash, or in equivalent
units of Northwest Iowa Renewable Energy, L.L.C., or a combination thereof.




Seller shall be responsible for the cost of preparing a new Abstract of Title once the Survey has
been complete. Buyer will be responsible for any attorney fees for the examination of the
Abstract of Title. Sellers shall be responsible for typical closing expenses such as deed and
document preparation, transfer tax, and any expense to clear title to the real estate as surveyed.




The survey shall also include a forty foot (40’) wide Access Easement that will be reserved by
Sellers to give them access to that portion of their real estate that is not being sold by Buyer.
The deed from Sellers to Buyer shall specifically make reservation of this Access Easement, which
shall be a permanent ingress/egress easement for their benefit and the benefit of their heirs,
successors, and assigns. The location of the Access Easement shall be subsequently agreed upon by
both Sellers and Buyer such that the Access Easement does not interfere with the intended use by
Buyer of the above-described property. Buyer shall also be entitled to use of Access Easement
with the further understanding that Buyer is responsible for maintenance of the Access Easement.



Dated: November 14, 2006.




	 	 	 
	          /s/ Nancy L. Johnson
	 	 
	 

	 	 
	Nancy L. Johnson
	 	 
	 
	 	 
	     /s/ Michael J. Earnest     /s/ Vicki L. Earnest

	 	/s/ John E. Lucken
	 

	 	 
	Michael J. Earnest/Vicki L. Earnest SELLERS

	 	BY: John E. Lucken, Chairman
BUYERS







STATE OF IOWA, COUNTY OF PLYMOUTH
This instrument was acknowledged before me on
December November 11th, 2006 by
Nancy L. Johnson, a single person.




 









 








	 	 	 
	 

	 	/s/ RaNae A. Homan
	 

	 	 
	 

	 	RaNae A. Homan, Notary Public
	 
	 	 
	 

	 	RANAE A. HOMAN
	 

	 	[Seal] COMMISSION NO. 177676
	 

	 	MY COMMISSION EXPIRES
	 

	 	1-25-2010






STATE OF IOWA, COUNTY OF                                                          
    On this  14th day of November,  2006, before
me, the undersigned, a Notary Public in and for said State, personally appeared Michael J.
Earnest and Vicki L. Earnest, Husband and wife, to me known to be the person named in and who
executed the foregoing instrument, and acknowledged that (he) (she) executed the same as (his)
(her) voluntary act and deed.




	 	 	 
	 

	 	/s/ Sara C. Frerichs
	 

	 	 
	 

	 	Sara C. Frerichs, Notary Public
	 
	 	 
	 

	 	SARA C FRERICHS
	 

	 	[Seal] COMMISSION NO. 177556
	 

	 	MY COMMISSION EXPIRES
	 

	 	01/20/07






STATE OF IOWA, COUNTY OF PLYMOUTH, ss:




     On this 14th day of December, 2006, before me, a
Notary Public in and for said State, personally appeared John E. Lucken, to me known, who being by
me duly sworn did say that that person is Chairman of said limited liability company, that no seal
has been procured by the said limited liability company and that said instrument was signed on
behalf of the said limited liability company by authority of its managers and the said John E.
Lucken acknowledged the execution of said instrument to be the voluntary act and deed of said
limited liability company by it voluntarily executed.



	 	 	 
	 

	 	/s/ Lori L. Martin
	 

	 	 
	 

	 	Lori L. Martin, Notary Public






	 	 	 
	LORI L. MARTIN

	 	 
	[Seal]
	 	 
	COMMISSION NO. [Illegible]
	 	 
	MY COMMISSION EXPIRES
	 	 
	9-14-07