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HomeMy WebLinkAbout29-01 RESOLUTIONRESOLUTION NO. 29-01 • A RESOLUTION AUTHORIZING REFUND OF THE PURCHASE PRICE AND REIMBURSEMENT OF ASSOCIATED COSTS EXPENDED BY CACHE INVESTMENTS IN THE PURCHASE AND DEVELOPMENT OF LOT 1, RESEARCH AND TECHNOLOGY PARK AND OPTION TO PURCHASE LOT 2 IN A TOTAL AMOUNT OF $134,256.63 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1. The City Council hereby authorizes the refund of the purchase price and associated costs expended by Cache Investments in its purchase and development of Lot 1, Research and Technology Park and option to purchase Lot 2 in a total amount of $134,256.63. Section 2. The City Council hereby authorizes the payment of this $134,256.63 in exchange for a general warranty deed to Lot 1, a release of Cache Investment's option for Lot 2, and Cache Investment's release and agreement that all of its associated expenses have been paid in full. PASSED AND APPROVED this 6 day of March, 2001. APPROVED: By: ATTEST: By: Heather Woodruff, City Clerk • NAME OF FILE: Resolution No. 29-01 CROSS REFERENCE: 03/06/01 Resolution No. 29-01 03/16/01 Full Release of All Claims with Indemnity Relinquishment of Option to Purchase 03/16/01 Copy of the check payable to Cache Investments i/a/o $40,506.63 12/07/99 11/23/99 Staff Review Form & Memo to Fayetteville City Council from Alett Little regarding Real Estate Contract to Purchase Lot 1 AR Research and Technology Park 02/20/01 Staff Review Form 03/16/01 Title Insurance (R & T Park North: Repurchase of 2.5 acres from Cache Investments NOTES: • • • FULL RELEASE OF ALL CLAIMS WITH INDEMNITY RELINQUISHMENT OF OPTION TO PURCHASE March 16, 2001 KNOW ALL BY THESE PRESENTS that Cache Investments, Ifworld, Inc. d/b/a Interface Computer Center, Jeremy Webb, Matt Romine, and Scott Mills for and in consideration of the sum of Forty Thousand Five Hundred and Six Dollars and Sixty Three Cents ($40,506.63), the receipt and sufficiency of which is hereby acknowledged, do hereby for ourselves and our heirs, executors, administrators, successors and assigns and any and all other persons, firms, employers, corporations, associations or partnerships release, acquit and forever discharge the City of Fayetteville, its employees, officers, agents, other governmental entities and any others associated or connected to negotiations and/or sale of land in the Research and Technology Park from any claims costs or damages related to the purchase of land and/or option to purchase land in the Research and Technology Park. It is understood and agreed that this settlement is in full compromise of all possible claims by Cache Investments, et al, and their express relinquishment of any and all options to purchase granted by the City or its agents. In consideration of the payment of $40,506.63, the above recited and below undersigned Releasers further expressly agree to indemnify and hold harmless the Released Parties and their directors, officers, agents, employees, successors, corporations and assigns from any lien, claim, or entitlement to any portion of the consideration recited above being paid for this Release which may be asserted at any time against the City, its officers, employees and agents. The undersigned further declare and represent that no promise, inducement or agreement not herein expressed has been made to the undersigned, and that this release contains the entire agreement between the parties hereto, and that the terms of this release are contractual and not a mere recital. THE UNDERSIGNED HAVE READ THE FOREGOING RELEASE AND FULLY UNDERSTAND AND AGREE TO IT. CACHE INVESTMENTS By: IFWORLD, INC. d/b/a In face Computer Center By MY WEBB esident MATT ROMINE W. la -mit SCOTT MILLS • free QEF Cackt nom-{- m{AA 175 530 A) ' Nifty. Aut ar7o DATE PAYEE } le4�.ev t LIc CCK # PURPOSE' 3/23/99 9/7/99 11/18/99 11/22/99 1999 1/14/00 1/14/01 1/14/01 2/15/01 2/24/00 3/2/00 3/8/00 4/5/00 4/12/00 3/31/00 4/20/00 5/12/00 6/12/00 6/12/00 7/12/00 7/20/00 8/9/00 9/7/00 9/28/00 10/20/00 10/11/00 10/20/00 10/25/00 11/17/00 11/22/00 11/22/00 12/20/00 1/24/01 1/31/01 Arkansas Cap tal Corporation 6286 Robert Sharp, Architect 6817 Nickel Hill Group 2055 Carter & Hodges 2070 Other (in GL -looking for documentation) 2238 City of Fayetteville City of Fayetteville City of Fayetteville Carter & Hodges Carter & Hodges Carter & Hodges Robert Sharp, Architect Robert Sharp, Architect Associated Appraisers, Inc Robert Sharp, Architect Bank of Fayetteville Bank of Fayetteville Robert Sharp, Architect Bank of Fayetteville Bank of Fayetteville Robert Sharp, Architect Carter & Hodges Robert Sharp, Architect Bank of Fayetteville Bank of Fayetteville Robert Sharp, Architect Carter & Hodges Arkansas Dept of Health Robert Sharp, Architect Bank of Fayetteville Carter & Hodges Bank of Fayetteville Robert Sharp, Architect Bank of Fayetteville Land Loan to Bank Additional Account Balance to Rob Sharp, Architect Marinoni Construction 2239 2240 2317 2334 1272 2412 transfer transfer 1001 transfer transfer 1003 1004 1005 1006 transfer 1007 1008 1009 1010 transfer 1011 transfer 1012 1013 Good Faith $ Architect fees Earnest $ for land Engineering fees Grading Permit Tree Preservation Engineering fees Engineering fees Architect fees Architect fees Appraisal Architect fees Interest Payment Interest Payment Architect fees Interest Payment Interest Payment Engineering fees Engineering fees Architect fees Interest Payment Interest Payment Architect fees Engineering fees Permit Architect fees Interest Payment Engineering fees Interest Payment Architect fees Interest Payment and processing fee TOTAL AMOUNT $2,500.00 $637.43 $500.00 $1,500.00 $1,946.23 $200.00 $800.00 $120.00 $2,815.32 $2,815.32 $111.96 $196.46 $2,954.25 $1,250.00 $4,855.32 $677.44 $660.92 $3,000.00 $695.07 $677.44 $3,000.00 $1,000.00 $2,000.00 $1,603.28 $678.45 $2,000.00 $450.00 $191.30 $2,000.00 $700.02 $750.00 $677.45 $1,000.00 $898.51 $80,412.00 $2,982.46 $5,000.00 $134,256.63 • • • • • . Research & Tech. C. 3. Page 1 STAFF REVIEW FORM Agenda Request FOR THE FAYETTEVILLE CITY COUNCIL MEETING OF December 7,1999 FROM: Alett Little Economic Development Department ACTION REQUESTED: Approval of a real estate contract to sell Lot 1, Arkansas Research and Technology Park, consisting of 2.5 acres, to Cache Investments and/or Assigns (Interface Computer Center, L.L.C.). Grant of a first right of refusal on Lot 2, Arkansas Research and Technology Park. COST TO CITY: Revenues of $93,750.00, less credits and sales fees. $0 Cost of this request Category/Project Budget Category/Project Name Account Number Funds Used to Date Program Name Project Number Remaining Balance Fund BUDGET REVIEW: Budgeted Item Budget Adjustment Attached Budget Coordinator Administrative Services Director CONTRACT /GRANT/LEASE/REVIEW: GRANTING AGENCY: Accounting Manager Date ADA Coordinator Date City Attorney Date Internal Auditor Date Purchasing Officer Date STAFF RECOMMENDATION: Staff recommends approval of the real estate contract grant of first right of refusaL (LeLj fes. Economic Development Director g. ^. rig Date Cross Reference: New Item: 6Yes Previous Ord/Res#: Administrative Services Director Date Orig Contract Date: Mayor Date 57AF tire( AAA • • ' Research & Tech. C. 3. Page 2 FAYETTEVILLE THE CITY OF FAYETTEVILLE, ARKANSAS ECONOMIC DEVELOPMENT DEPARTMENT • 4500 S. School Ave., Ste A Fayetteville, AR 72701 Telephone: 501-575-8305 Fax: 501-575-8304 TO: Fayetteville City Council FROM: Alett Little, Economic Development Director DATE: November 23,1999 SUBJECT: Real Estate Contract to Purchase Lot 1 of AR Research and Technology Park Interface Computer Center, L. L. C., under the name of Cache Investments and/or Assigns, has offered to buy Lot 1 of the AR Research and Technology Park. Lot 1 consists of 2.5 acres and has frontage both to Shiloh Drive and to Technology Boulevard. The purchase price is $93,750.00 which is $37,500.00 per acre. Purchasers have requested a first right of refusal on Lot 2. Staff Recommendation: Staff recommends approval of the real estate sales contract for Lot 1 and the first right of refusal for Lot 2. Background: Interface Computers is the first company which expressed an interest in locating in the Arkansas Research and Technology Park. Their company, headed by Jeremy Webb, Matt' Romine, and Scott Mills, began in Fayetteville in 1994. From their start-up of three employees, the company has grown to 17 employees. The SBA chose this local company to receive the 1999 Young Entrepreneur of the Year Award for the State of Arkansas and for a five -state region. The company has exceeded its projections for numbers of employees in 1999 and eimata es that over ion and the next two years, they will grow to over 20 employees with an annual payroll revenues of 53-4 million. The City has worked with Interface Computers to find a site which will be suitable for the growth and expansion of their business. Due to the presence of wetlands on a portion of the project, engineers have redesigned the Park from earlier versions and created a lot which is acceptable to Interface Computers. As Interface has already selected one lot and additional site preparation be required for Lot 1, a credit of $13,000 has been offered to offset the additional site preparation costs. The preluninary plat for the subdivision is currently under review by the Planning Commission and public hearings are scheduled for December 2, 1999 at 8:30. a.m. in Room 111 of City Hall and December 13, 1999 at 5:30 p.m. m Room 219 of City Hall. '..�uwnYc(,. : _._iA _?.._, 1 Research & Tech. C. 3. Page 4 PROJECT LOCATION • • ICI rit MAP NTS • Real Estate Contract (Commercial) Page 1 at t\ A C right Research & Tech. 99 C. 3. Page 5 Arkansas NICIGE-HILL GROUP. INC. REALTOR. Way REALTORSO Aaooallon Serial Number.32ADN-IOWOJJ-0DDO1 PARTIES: Cache Investments andlor Assigns (b&vlauay, « collectively, to 'Buyer) offers b purchase, subject b to arms end cantinas set loth herein, tan CAW of Fayetteville Vicividuelly or cdkidray, to 'Seller"), the Property anted in Paragraph 2 0l Ns Rad Estate Contract (le 2. LEGAL DESCRIPTION AND ADDRESS: northwest comer or Section 33. Township 17 North Ranee 30 West. thence S87° 19'24"E 330 feet. thence S02°28'10" 1816 05 feet. thence 807°78'11'W 2460 65 feet. thence S87°18'01"E 1957.09 feet to the west Right of Wav of 1-540 then a followina said Right of Wav N34°72'18"E 353.24 feet to the True Paint of Beainnino• thence N55°37'26"W 288.7 fart tht'nr N34 °77'52"E 375.00 feet thence S55°37'26"E 288.64 feet to the West Right of Wav of 1-540 then@ fonowina said Rlaht of Wav 834°22'18'W 37500 feet to the Point of Beainnino and containing 250 acres more or less and Min suhiect to all Rinhts of Wav and Faoaments of Record or Intent 3. PURCHASE PRICE: Buyer Net pay the to&owing to the Seller t« to Property (the 'Purchase PS. t 93.750.00 payable s bane: Cash at Closing 4. CONVEYANCE: Unless otherwise apedfied, conveyance of the popsy and be made b Buyer by general warranty deed, in lee grope absolute, except It shat be subject b recorded instruments and easements if any, which do not meleriety died to vale of the Property. lkdess expesdy reserved herb, SUCH CONVEYANCE SHALL INCLUDE ALL MINERAL RIGHTS OWED BY SELLER CONCERNING AND LOCATED ON THE PROPERTY. W AMr. . 5. 111 LE INSURANCE: wit 90 days of eooeptaee, Sate shat finish b Buyer a c«mnibnent tar en Amerism Land The Anodebon (ALTA) mends file insurance poky its to amount of Oe pmdhase vice issued by a company of Salah dnbe authorized b have Ole to red property -the Stele of Arkansas end which company is reasonably ameplebl . to Buys. • Win the ale carmdbsnt shows spend exceptions to Be ether tri than standard ahxepear cadeied b to ALTA conreibierd Ian, end arise such spend exceptions relate to resfriduns, Lcndenns, defects a other meters which would Interiors with Buyers use or adorably diad to vele d he premien, than within 20 days of deFsy of the Be rammibrwnt. Buys nal deliver sumac nonce thereof to Sets. Such none shat dale specdca*y Grose exceptions to which Buy& objects. Al objections not soadkely enumerated *thin such e timely delivered note shat be deemed to be waived by Byer. Whin 20 days of Buyer's dohmy of notice of objections to Seller, Seller may are such objections or ham the exceptions waived or removed by to IBe company kuurg to canna:ad d tL Mtn such 20 day period, Sear leis b an wtd« have waived such objector's end main or wink that padod, Sats delvers robe nein to Buyer nal t era not so are, then within 20 days tom delivery of such note tern Saar or the end of to period win which Sets may an (rhichsw is appkwble), Buyer did have M option to: a. Tarmbale this epeeeent by delivering widen notion thereof to Sets, h which mat al sums paid or deposited by Buyer end be returned to Bryer, Or b. Agree to purchase the Property as scheduled subject to such objections end exceptions with no reduction h the purchase price; or a Agree to extend the dosing date for 30 days b gave Sear addlionel lime to an each objections. If Buyer teas to danker nota of termination or grant an extension of to doing date within td period, the objedians shall be deemed to be wMved and to transaction slid clow as scheduled Saw shat knish the canna «were 6a harem pony as wan as racial. arts dosing, and shall pay d expenses stated b to ovines title Insurance poky. 6. EARNEST MONEY: Buyer herewith lenders a dined fir $ 500.00 b be deposited upon amepleroe s gamed money (tie 'Evened Money) Mtn and apply toward to Pinnate Rice or &nig mats. Earned Maley and be held in edam by Nidde-K6 Group. Inc. . 11 Be req iwnrtk we not lard w 1 tow contingencies proving for en Earnest Money refund we not added, to earnest many shad be prompt' refunded to Byer. t Buyer kis to ld9 O gigaton under Ns Red Edele Connor eller d conditions have been met, Buyer ads to dose Ns tensecton, to sand money may, at the sole end exclusive option of the Sew, be retained by the Sew n Iquidated damages. Alternatively, Sear may rein the East Money end assert d kgd or aquiebk rights which may exist as e result of Buyer heading this Red Estate Contract Buyer waren % represents end adanadadges fid Oe deck tendered wit be honored upon presentation to Buyers bank, end that Buyer dud be in default d Ida Red Eatek Coated O the rind k not honored h a Indy mama. Buyer end Saw epee that, in the event of any dispute concerning .Bated to to Earned Money, Using Agent Fen. may Interplead to Earned Money hb a cart of compekdpkmdion, end upon acct hbrpleader, both Eking Agent Fim and Seip Agent Finn and be rdeead tom lability to Baa and Seta. Using Agent trim and be reinnkned any Moneys bas 12f Calk tae the knead Eened Mary. Farm ANNA. Rog. 9111211 Research & Tech. C. 3. Page 6 Real Estate Contract (Commercial) Page 1 of 5 s NICKLE.HILL GROUP, INC. REALTOR, SWOON 99 Arkansas REALTORSB Association Form Serial Number: 32ADM-10WOJJ-00001 1. PARTIES: Cache Investments and/or Assigns (mdMduaty, a collectively, he 'Buyer) offers b purchase, culled to is Mas end conditions set forth hen* tom City of Fayetteville (nbridrely or ededwey, the Teller), be popery deserted b Peragaph 2 of this Red Estate Contest (the nopertlr). 2. LEGAL DESCRIPTION DDRESS: Lot 1 Research and Technology etteville. AR. being more particularly described as:Northwest Corner of section 33 Township 17 North_Range 30 Wes , te S 02 28'10" W 1816.05 feet. thence S 02 28'11 W 2480.65 feet. thence S 87 18'01" E 195.09 feet to the we ht of Way of 1-540, thence following said Right of Way N 24 2218" E 353.24 feet to the True Point of Beginning: The 55 3726" E 288.64 feet to the West Right of Way of 1-540. Thence foliowino said Right of Way S 3422'128" W feet to the point of Beginning 3. PURCHASE PRICE: Buyer shell pay the following to he Seller for the Property (the 'Purchase Price) $ 93,750.00 payable es tikes: Cash at Closing 4. CONVEYANCE: Unless otherwise specified, conveyance S the Property shell be made b Buyer by general warranty deed, in fee simple absolute, except It shoe be wbiect b recorded instruments and easements if any, whidq do not 'notoriety died to value of the Property. Unless expressly reserved herein, SUCH CONVEYANCE SHALL NCLIDE ALL MpERAL RIGHTS OWED BY SELLER CONCERNING AND LOCATED ON THE PROPERTY, F ANT. 5. TITLE INSURANCE: %MO* 90 days a ecceplence, Senor Shat furnish to Buyer e commfinent for en American Land Me Association (ALTA) owners Ile Insurance polcy it the amount of the purchase price Issued by company of Setters choice authorized to we Mb to rod property in the Stab of Arkansas and which canpeny S reasonably acceptable to Buyer. Wince the title commitment shows spacial exceptions to title other than terse standard exceptions contained 'n the ALTA cannib ant loon, and where such special exceptions relate to reakidos, conditions, defects or caw matters which would interfere %with Buyers use a adversely aged the value of the premises. ten wain 20 days of dahay of the tee mmdbhont, Buyer dal delver written nobce thereof b Sete Such notice ahs stab spedkdy Nose exmpbmc b which Buyer object. Al objections not specifically eramwabd witlin such bray tethered notice dud be deemed b be waived by Buyer. Min 20 days of Buyers ddNwy of nobs of objections b Sees, Selo may age such objections a have the exceptions waived or removed by the Ile company awing to commitment 1, within such 20 day period, Setter Ila to cure ands have waived such objections end exceptions, a within Net perbd, Sella divers union notice to Buyer the t wit not so an, Nen wain 20 days totem dehery of such notice tom Sete or the end of the period whin which Son may an (wi evf's Tpicable), Buyer and nae the °pion b: a. Terminate Na agreement by ddrverbg written nobs thereof b Siler, In wish toad d sum paid or deported by Buyer did be planed to Buyer a b. Agee to purchase he Property as scheduled subject to such objections and exceptions wilt no reduction In the purchase price; or c. Agee to extend to dosing deb for 30 days to give Sete additional Ione b an such objections. If Buys Ids b defrver nobce of termination a grant en extension of the dosing date within that period, he objections shall be deemed to be waived end the transaction shd dose as sdsd led. Sete shed Mush the committed owner's Ela Insurance poky es mon as packable eller dosbt, end shat pay d expanses related to the owners He Insurance poky. 6. EARNEST MONEY: Buyer herewith tenders a check to S 500,00 to be deposited upon acceptance as earnest money (the 'Ernest Money') which shat appy toward he Purchase Price or dosing costs. Earned matey dol be held in those escrow n Niches pHill Group. Inc. . 1 title requirements ere not fulfilled or t Noce mntirhpendes provlNhg tar n Farted Money refund we not raided, the scrod money chs be prompty refunded to Buyer- If Buyer Iia b Ori® Its oligabans under Na Red EsIb Contactor 1, dM d conations have been mel Buyer IIs: b dose Na transaction the earned many may, et the sone and exclusive option of the Sola, be rehired by to Saler as liquidated damages. AtendrSy, Soler may hekn the Earned Messy ad assert el legal a equitable rights rhloh may HSI es a recd of Buys treahbg Na Real Edda Contact. Buyer wends, represents and adaawledges that is check brhdered we be honored upon presentation b Buyers bank, and that Buyer shall be h default S his Red Estate Contact 1 he check is not honored In e timely mann. Buys end Sox agree that b he event or any disputa concerning entitlement b the Earnest Money, Listing Agent Fens may interred the Earnest Money bb a sari of mmpetentjuisdolon, and upon such interpleader, both Listing Agent Firm end SeTng Agent Fern shall be released from biddy to Buyer and SoUer. Listing Agent Firm shall be reenbused any attorneys fees or costs from he interplead Earnest Moray. Rom SMl°a mw.MINf • • • • • • Research & Tech. C. 3. Page 7 Real Estate Contract (Commercial) Pape 2 o15 NICKLE-HILL GROUP, INC. condo 9 Arkansas REALTORw`� t .. REALTORSB Anocetbn Ferro Send Number: 32ADM•1OWOJ -ODDt1 7. SURVEY: (Check one) ❑A No survey shall be provided. ® B. A cement savoy, certified subsequent b acceptance by a registered land surveyor, will be provided to Buyer by Seller wRiin alter acceptance and ped for by.❑ Buyer IM Sells. (See Prereph 16 fly spade survey requirements.) ❑ C. Oar. 60 days 8. PRORATIONS: Taxes and spacial assessments de nor balm dosing shall be paid by Setter. My deposits on rend properly are b be transferred b Buyer at dosing. Ins nce, generd taus and wedi assessmenta rend payments and hired an any assumed ben dial be warded as at dosing, unless ot,awise sparifed hsair. 9. FIXTURES AND ATTACHED EQUIPMENT: Unless sprit* excluded hath, a tutees end eteded equement t e y, se ewLded air the purchase price. 10. CLOSING: Closing shall acorn at SWAMI ea mubeby agreed by a parties, provided at the data nee M no later than (month) Januar (day)31 yea) 2000 unless wait' regalement is waked in writing by both parties and a new date substituted therefor. Unless demise agreed by aura and Soler, tensecfah costswi be paid by the pry hdceled below. semen The Examine:on r sued, lees Premium for owners rte hwaance poky Prepretin of sometime. documents One -df of escrow lees One -haft of docunentry stamps Other Merges es osbmrty paid by Ear IRS Notiim6cc form Buyer: Racardng lees Premium ler mortgagee's See harem poky Preparation of loan document' One-half of na=ve lees Ore -u f of documentary drops Oar urges orcbma*y ped by Buyer 11. POSSESSION: Possesdond a Roped/ shed he deleted to Buyer. (GLM one ®A Upon be dosing deb 0 B. Oar, as blows: 12. SELLER PROPERTY DISCLOSURE: (Gbeckcad ®A Not APpleabla ❑ B. Buyer and Saler acknowledge bat upon the authorization of Seller, either the Seeing Agent Fern Or the Listing Agent Ran have delivered to Buyer, pair b the execution of this Red Estate Cntact, a written disclosure prepared by Sete concerning be nn6Wn of the Property, but this led neither St nor restrict' the Buyers Cisdaohmr o1 Reliance set forth in Paragraph 15 of this Real Estate Contact The written ctimbsue prepared by Seta is dated (month) (day) (yea) _ and is warranted by Serer b be the bled dhdowe and the arrears contained h the 6adowe ere tie, correct, end compbb to a best of a Seai boaiedge. ❑ C.Sekt W provide b Buyer a swiftest disclosure abouts contPon d be Property" Midi will corer) edrmete . at is M and coned to a bed of be Seders bowbdge. The dcdoase due be presented b Buyer within days atM the accepts= of tie: Red Edea Contact If Seller teis b provide the dsdouse as specified above, Buyer may dadare this Red Estate Canted nue and void, with Buyer to receive a refund of Me earnest money. If Buyer Ands a disclosure unacceptable within tete (3) business days atter receipt of disclosure, this Red Estate Canted may be declared nut and void by the Buyer. with Buyer to recent a Mond of the earnest money. Receipt of this disdorwe neither emits nor restricts h any way the Buyers Disclaimer of Ref ante set forth In Paragraph 15 01 the Red Estate Contract 13. ENVIRONMENTAL REPRESENTATION: Seter hereby represents to Syr mem a bed al Seders bmwbdge (unless Anise dabsed herein): a. be Ropey is not the abbot of limy beide' or admhtseative notice or actin relating to hazardous west a swinmadd contamination; b. Saler has received no notice of any dais or vidabon of any law r regulation having b do with eoviummend protection; c. No hazardous or toxic substances have teen shred, processed, a disposed of on the property doing a pebd Met Sada has owned be Rope* d. No underground storage tanks are located on the property. 14. TERMITE CONTROL REQUIREMENTS: (Medi one) ® A Nae 0 B. Seder shed pro** prior to doom, d Sakes expense, a anent townies coned policy issued by a licensed narrator, ea6dacM Win?". Research & Tech. C. 3. Page 8 to the buyer of the $500.00 earnest money deposit. Real Estate Contract ] (Commercial) ra NIc.E.HILL GROUP INC. t II A "�9 Page 3 of 5 + gswUoa. s.srvn REALTORSa Association Fenn Serial Number. 32A0M-10WUSG-00003 15. BUVER'S DISCLAIMER OF RELIANCE sums CERTIFES THAT Buret NAS PERsoNMLY INSPECTED DR Wal PERSONALLY INSPECT, OR HAS HAD OR VALI HAVE A PEP ESENTATNE INSPECT, THE PROPERTY A5 FULLY AS BUYER DESIRES AND IS NOT RELYING AND SHIM NOT HEREAFTER RELY UPON ANY WAR ANTES, REPRESENTATIONS OR STATEMENTS OF THE LISTING AGM FNµ THE SELLING AGENT FIRM, OR ANY AGENT, iOFPENDENT CONTRACTOR OR EMPLOYEE ASSOCIATED WITH THOSE ENTTTES, REGARDING TFE AGE BC>£ QUALITY, VALUE OR CONDITION OF THE PROPERTY. INCLUDING WnHOUT UWTATION ALL aPROVESEIIT$. ELECTRICAL OR IECIAIICAL SYSTEMS, PLUMING OR APRVNCES, OTTER THAN THOSE SPEQFED HEREIN, IF ANY, WienER OR NOT ANY MISTING DEFECTS IN ANY SUCH FEAL OR PERSONAL PROPERTY MAY BE REASONABLY DISCOVERABLE BY BUYER OR A REPfESElTATNE HIRED BY BUYER NEITHER USRNG AGENT FIRM NOR SEWNG AGENT FIRM CAN GIVE LEGAL ADVICE TO BUYER OR SELLER USING AGENT FIRM AND SEWNG AGENT FIRM STRONGLY URGE THAT STATUS OF TITLE, PROPERTY CONDMON, QUESTIONS OF SURVEY AND ALL REQUIREMENTS OF SELLER AND BUYER HEREUNDER SHOULD EACH BE INC EPBIaNTLY VERIFED AND INVESTIGATED. 16. CONTINGENCIES: Buyers agar b *Mese to Proverb, Is rP.dyomkigenIupon Buyehaddsdsn of be miUy.ries chador* bete .Nin to deadline bdceled for esti contingerry. Buyer did notify Seter In -mne when tie wne gentles an s.bted. I Buyer fab to poNee such *Nen nokce betas the bdcabd deadtne that s contingency checked beim hes been seeded, Then Rib Red Estate Contact shat be void and to eanssl money shat be refunded b Buyer, end Buyer and Siler shat have no briber oblgdon b each oilier. Contingencies (check d that apply): A. Obbir salidecbryteerong• *Buyers sole deadon,%thin 45 days afar ssopls-- !• B. Obbir sddstoryNot da bueiystudy, d Buyersri doodon,SW 30 drys sae s-rpfro. ❑G Cobb ssffiemryresie d a popertylnopedion, at Byers sole dbatm, ellen dryW t wptsae. D. °bleb sddecbryreeds 01 an emiennerddrepoL d Buyers sob dbaetm,Wade 30 days ear mpbnoe. ❑ E. Obtain sebdecbry rezoning. vbt16g replt g• or zoning vsitrabon, elBuyers sob duorebon, within drys dbr acceptance. ® F. Obtain approval of Buyer's Large Scale Development plan from City Planning Whir 2.5_drys idler ssepbrm. ® G. duvets approval of review of Technology Park covenants Wain 30 drys Star coeplrm. ❑ H. with die ecooptece. _days Additional requirements related b any of above ambngsabs: Specific Survey requirements (see Paragraph 7): Special Conditions: Seller will credit Buyer 313.000.00 to offset additional expenses of Buver to accommodate change of Buyer's site to current location - . - • • - .. • • - . • • - - • • • • . • . - • • • - .. . _ .. Seller will grant Buyer a first right of refusal on the purchase of Lot 2. Phase L Seiler will provide all public utilities (water, sewer. electricity, natural gas) to the site no later than Junlv 15 2000. Seller will pay Buyer's Agent a sales fee of $7.500.00 for this if Dutt, transaction a.•d CJI .. .200.00 e,.en.:.,ea oeE ,n to eui ha.re Buyer's Agent Lot 2 is 6st-2 -Seller agrees to negotiate a sales tee with the N purchased by the Buver. Seller asserts and buyer hereby acknowledges that this offer Is expressly contingent upon the approval of this offer of sate by the City Council of Fayetteville and that the failure of the Council to so approve will make all portions of this offer null and void, including, but not limited to, the return 1 to the buyer of the $500.00 earnest money deposit. • • • • Real Estate Contract (Commercial) Pegs 3 el5 zt NICKLE-HILL GROUP, INC. 11 Crone Ct99 Arkansas REALTOpe REALTORS@ Association • • Form Serbs! Number. 3IADM-10WUBG.ODD03 15. BUYER'S DISCLAIMER OF RELIANCE: BUYER CERTIFIES THAT BUYER HAS PERSONALLY INSPECTED OR WLL PERSONALLY IN , OR MS HAD OR WILL HAVE A REPRESENTATIVE INSPECT, THE PROPERTY AS FULLY AS BUYER DESIRES AND 15 NOT RELYING AND NOT HEREAFTER RELY UPON ANY WARRANTIES, REPRESENTATIONS OR STATEMENTS OF THE USTING AGENT FIRM, THE SEWNG NT FIRM, OR ANY AGENT, INDEPENDENT CONTRACTOR OR EMPLOYEE ASSOCIATED WITH THOSE ENTITIES, REGARDING THE AGE, SIZE • VALUE OR COND1T10N OF THE PROPERTY. INCLUDING WTHOUT UMRATION ALL IMPROVEMENTS ELECTRICAL OR MECHANICAL STEMS, PLUMBING OR APPLIANCES, OTHER THAN THOSE SPECIFIED HEREIN, IF ANY, WHETHER OR NOT ANY EXISTING DEFECTS IN CH REAL OR PERSONAL PROPERTY MAY BE REASONABLY DISCOVERABLE BY BUYER OR A REPRESENTATIVE HIRED BY BUYER I-- USTING AGENT FIRM NOR SEWNG AGENT FIRM CAN GIVE LEGAL ADNCE TO BUYER OR SELLER uSTING AGENT FIRM AND SELLING NT FIRM STRONGLY URGE THAT STATUS OF TITLE, PROPERTY CONDITION, QUESTIONS OF SURVEY AND ALL REQUIREMENTS OF AND BUYER HEREUNDER SHOULD EACH BE INDEPENDENTLY VERIFED AND INVESTIGATED. 16. CONTINGENCIES: s oea b pooh® ter Rowdy is exams* annngwd won Buyer's satdaason d the mnfamerrba mewed below the dement. incensed tor . - conform -sr. Bares shut Tway Sala b wing when be oonbtgendee ere ure:led. a Buyer Ws to peeler. such wdaen nice telae the Indicate. • .mane that contingency decked below hes been satiated, Inn Em Red Sabi Corked dud be void end the earnest money mut be mended b : .. , end Buyer and Serer shut have no further obbgabon to each other Conbngendes (mem al that apply): IS A. Obtain satisfactory Mn. . e, at Buyers sob dsaeton wain 45 days after acceptance. El B. Obtain sabsiactxy muds o - feasibility study, at Buyer's sob dsaeton. within 30 days after acceptance. ❑ C. Obtsr satdeday malts of incpedon, d Buyer's sde daweton,waindays ell eowplabe. El0. Cbleb saastw#y rads d en repel al Buyers odedmetar. wain 30 drys efts acceptance. ❑ E OMMdr seLdasior, resorting, replatbm, a zoning emanation, et Buyer's sob demean, main drys after ameptam. ® F. Obtain approval of Buyer's L -me Scale Development plan from City Planning within 75 days eller acceptance. ® G. Buyers approval of review of T nology Park covenants wain _days alter acceptance. ❑ R wain days alta wapLance. Addtonei condiments related b any d abode conte Speck Sammy requitement. (see Popish 7k Special Conditions: Seller will credit Buver 513.000.00 to offset additional expenses of Buyer to site to current location, Seller will grant Buver a 2 year option to purchase pro subject lot at the same per acre price. Seger will provide all public utilities (wale gas) to the site no later than Juty 15. 2000. Seller will pay Buyers Agent a sales transaction and willa sales fee of 00 if Bu r exe 'ses commodate change of Buyers • sed Lot 2. Phase 1. adjoining sewer. electricity. natural of 57,500 for this ption to purchase Lot 2. pay Buyers Anent 510.200. ve rod Fan 5**1>.wf215 Research & Tech. C. 3. Page 9 Research & Tech. C. 3. Page 10 Real Estate Contract (Commercial) Page 4 of 5 NICKLE-HILL GROUP, INC. 99• Arkansas REALTOR. mom. REALTORRS, Assoc Fpm Serge Number.32ADN-IOWO1J-0DD01 17. AGENCY: (Check one) ❑ A. LISTING AGENT FIRM AND SELLING AGENT FIRM REPRESENT SELLER: Buyer acknowledges Net the listing Agent Firm and the Selling Agent Fim and all licensees associated with those entities we the agents of the Seller and that it is the Seller who employed tem. whom they represent, and to whom they are responsab. Buyer acknowledges that bebop efdling or receiving contdenid i onnefim tom the Byer, the Seting Agent Fnn, Mich may be the same as to I.Mt g Agent Frm. verbally disclosed that the Seelig AgentFrm represents M Seta. ❑ 8. LISTING AGENT FIRM REPRESENTS SELLER AND SELLING AGENT FIRM REPRESENTS BUYER: Buyer and S t acknowledge that the Listing Agent Fnn is employed by the Seger and the Seting Agent Firm Is employed by the Buyer. All kermess associated with the listing Agent Frm we employed by, represent and we responsible lo the Seger. At licensees associated with the Seting Agent Fim are employed by, represent, and we responsible b the Buyer. Buyer admaadedgss the Seting Agent Firm wrbaey disclosed that the Listing Agent Frm represents the Sen. Seder acknowledges the Laing Agent Firm verbally &dosed that the Sating Agent Fres represents M Buyer. ❑ C.LISTING AGENT FIRM AND SELLING AGENT FIRM ARE THE SAME AND REPRESENT BOTH BUYER AND SELLER: Sale end Buyer hereby acknowledge and agree that the Listing and the Seting Agent Firm ere the same and all kensees associated with the listing end the Seting Agent Ftm we representing both Buyer end Seller In the purchase and sale of the above referenced Property and that listinQSeJng Agent Fin has been and is now the agent of both Seder and Buyer with respect to this tenaactioh. Seller and Buyer nava both consented to and hereby confrm tet consent b agency reprawntetm et both pates. Further, Seller and Bryer: (i) epee Fel the tisfngiSetng Agent Frm dial not be requtad b and dna not dabs) b efhr Buyer or Saler any personal fend& or other contidentd ihbemation concerning be other party without the express mitten consent of that party. This reetlotlon excludes information related to defects h the Property which should, at UdngSeting Agent Firms discretion, be dsclosed. Conbdentid Information shall ihdude but not be anted b any price Sem is wiling to accept thel Is less then the camp prior o any price to Buyer is siting to pay that is higher than that otered in wiling. (i) by selecting this opion 17C, Buyer and Saler acknowledge that when lidngISatng Agent Frm represents both pates, e possible confect of Inbred adds, end Seep end Buyer further ages to befell thea bdMdud right broody. to wadded loyalty a UsMh0ISeting Agent Fim. () waive any dam now or hereafter arising out of any confide of interest fon ListingSegng Agent Frm repres)ntng both patios. Buyer and Seger acknowledge the Using/Selling Agent Fim verbally &dosed Fut the ListingiSafing Agent Fym represents both pates in this transection, and Buyer and Seller have given their written consent to this representation before entering 'nth this Red Eatale Contact ® D. SELLING AGENT FIRM REPRESENTS BUYER (NO LISTING AGENT FIRM): Seta edawwleages the Fe Sang Agent Fnn end el k ensees associated wit, the Seting Agent Fnn ee to agents ofthe Buyer and that it is to Buyer who employed than, whom they represent and to whom they we responsible. Seger acknowledges that at first comes, the Seting Agent Firm verbally &dosed that the Seeing Agent Fnn represents the Buyer. Any reference to 'Listing Agent Fir' In Ms Real Estate Contract ea be congaed to mean the Selling Agent Fnn, both Buyer end Seller acknowledging that ed agents involved in this Real Estate Contract only represent the Buyer. 18. RISK OF LOSS: t phew to dosbp of this tasecton to improvements on to popery Nd be destroyed or materially damaged by fre pother casualty, this Real Esteb Contact ate option of to Buyer shall be nul and wad. If Buyer shell elect in the event of such loss, the the Real Estate Contract shad be perbnned, Buyer shed be entitled to the proceeds of insurance applicable to the loss for use In repelling said loss. 19. GOVERNING LAW: This Red Estate Contact Nat be governed by the laws of the State of Arkansas. 20. MERGER CLAUSE: This Ree Estate Conked, when executed by both Buyer and Seler, Nd contain to entre understating end agreement between the Byer and Saw with reaped to el meters referred to hewn and Nd supersede el Prior or contemporaneous agreements, repruentations, dsprssions end understandngs, ad or written, with respect to such maters This Real Estate Conked Net not supersede any agency agreements entered into by Buyer or Saler end Using Agent Firm or Selling Agent Firm. 21. ASSIGNMENT: This Red Estate Contact may not be assigned by Byer without the prior taken consent of Sekr, such consent not to be unreasonably withheld. 1 sled not be unreasonable be Seaar to withhold consent if Saler is to provide k anmg to Bye In ma amount 22. ACCEPTANCE The term 'acceptance' as used herein Nd mean the later of the two dates on *MU this Reel Estate Contract Is signed by Selo or Buyer, as Indicated by that signatures below, which later date Nd be the date of find execution and agreement by the pates hereto. If any deb or deadne provided for herein fele on Saturday, Sunday, or e holiday, the appficeble date Nal be the next business day TamVVAhW. Aw. gine • Real Estate Contract (Commercial) Page 5 of 5 • _ I• = 9 \ Arkansas REALTOR ""` own.° REALTORS6 Association NICKLE-HILL GROUP, INC. EXPIRATION: This Rea Estate Contract expires it not accepted in writing by Seller on or before (month) November 1999 e1 5:00 PM (emxpm). (day) 30 THIS IS A LEGALLY BINDING REAL ESTATE CONTRACT. WHEN SIGNED BY THE PARTIES BELOW. READ IT CAREFULLY. IF YOU DO NOT UNDERSTAND THE EFFECT OF ANY PART, CONSULT YOUR ATTORNEY BEFORE SIGNING. REAL ESTATE AGENTS CANNOT GIVE YOU LEGAL ADVICE. THE PARTIES SIGNED BELOW WANE THEIR RIGHT TO HAVE AN ATTORNEY DRAFT THIS FORM: _ • THIS FORM IS pRODUCIEW AND COPYRIGHTED BY.THE ARKANSAS REALTORS ASSOCIATION. • THE SERIAL NUMBER -BELOW IS A UNIOUE'NUMBER NOT USEDT.ON ANY:-0THER-FOR11:., THE. SERIAL' NUMBER 'BELOW SHOULD. BE AN ORIGINAL PRINTING. NOT MACHDIE.COPIED, OTHERWISE THE:FORM MAY HAVE BEEN ALTERED. DO NOT SIGN THIS FORM IF IT IA BEING lEECUTED PAST DECEMBER 310999.. FORM SERIAL NUMBER: 32ADM-10WQJJ-ODDO1 The above Red Este a Contact is executed by Bayer on Beall) November (day) 18 (yea) et 2:30 PM (am)(pm). srfnp Agent 5eree,,, bi.o bb Prig Batts Nene The above Real Estate Contract is executed by Saler on (month) BUM (day) (yea) at (amxDm). Serer agues b pay Ltetng Agent Frm a tee equal b for professional services rendered. It • co -brokerage es, said lee and be eivided % to LMthg Agent Fern and% to Sdt te ng Agent Fem. r any meson the earnest money provided for herein is forfeited by Buyer under the provision hereof, sane shall be 6vided equally bebveen St and Listing Agent Fem. • Using Ago Fsm Slgerhi,g Bross Sege Lacier Aped Pled Sells Nene Sage. Research & Tech. C. 3. Page 11 Fain NAPA* Rot 1e1216 S STAFF REVIEW FORM X Agenda Request _ Contract Review Grant Review For the Fayetteville City Council meeting of February 20, 2001 FROM: John McGuire Name Division Administrative Services Department ACTION REQUIRED: Refund of purchase price of Lot 1, Research & Technology Park, Fayetteville, AR, of approximately 2.5 acres and reimbursement of other costs expended by original purchaser and cancel option issued to Cache Investments - 530 No. College Ave., Fayetteville, AR 72701, for adjoining property. COST TO CITY: $134,256.63 Cost of this Request lel o-bt,eo-5gts-cio Account Number g4o-75 Project Number $ I.521f2, Category/Project Budget Funds Used to Date $ 1,33/(;3I(o Remaining Balance (Commerce Park North) Land -Research & Technology Park Category/Project Name Program Name 4 aa..AL X Budgeted Item Fund _Budget Adjustment Attached Administrative Services Director CONTRACT/GRANT/LEASE REVIEW: Accounting Manager '5/ ...City Atto� (11, v� e�� �- X Purchasing Officer Date Date AlC1 101 Date GRANTING AGENCY: ADA Coordinator Internal Auditor Date Date STAFF RECOMMENDATION: Approval of the Resolution., Divisi ead partment D ector Date ate Date Cross Reference New Item: Yes No Prey Ord/Res #: Orig Contract Date: SYAt REJt Page 2 • • STAFF REVIEW FORM Description Meeting Date Comments: Reference Comments: Budget Coordinator Accounting Manager City Attorney Purchasing Officer ADA Coordinator Internal Auditor /J n'�. la2Alik ��-�yAi w,.. yen p INN N oilik n. ClVArne lgaP^i'A`yy 4 ±.NA (ZAP. Form No. 1402.92 (10/17/92) ALTA Owners Policy 4 atsQUtia (1a Cd �a C:454; ter t4 ( fc7 la Itta )i4 fs �la ;rQ iCra4 =Qa ir fir Aso /u:Yod 27--o I 644 CA aP PO- TY OF Tr_ AMER/ 0 _tVSJIAl°§C ISSUED 13Y D.4 4 DVlit) 4 First American Title Insurance Company tit kat 'CD ti) D� SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS AND STIPULATIONS, FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation, herein called the Company, insures as of Date of Policy shown in Schedule A, against loss or damage, not exceeding the Amount of Insurance stated in Schedule Al sustained or incurred by the insured by reason of: 1. Title to the estate or interest described in Schedule A being vested other than as stated therein; 2. Any defect in or lien or encumbrance on the title; 3. Unmarketability of the title; 4. Lack of a right of access to and from the land. The Company will also pay the costs, attorneys' fees and expenses incurred in defense of the title, as insured, but only to the extent provided in the Conditions and Stipulations. s T 4 ft ) wta AMER, BRONSON ABSTRACT COMPANY, INC. 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Aue;O wpm! 10 suo!suaw!p '101021243 0111 (1!).:pue! 911110 luawAo!ua JO 'asn 'Aouedn3oo 941(!) 016ug2!a JO 6u!yq!4oJd'6u!E!n6a 'Bu!pulsel (suone!n6ai 40'saouEU!pJo'sme! 6u!uoz pue 6u!p!mq 01 pe1!wp lou lnq 6u!pnpu!) uo!1e!n6a !eluawwano6 Jo aOueu!pio'mel AuV (e) L :10 uosea) Aq asue tow sasuadxa 10 seal ,sAauloue '91903 'abewep 10 9901 Aed lou !!!M Auedwoo 0111 pue Ao!!od s!y110 96219003 all woJ1 papnpxa Assadxe 012 mum bU!M0!!01 ail 39V83A00 IAJOHJ SNOISf110X3 insured shall have liability by reason of covenants of warranty made by the insured in any transfer or conveyance of the estate or interest. This policy shall not continue in force in favor of any purchaser from the insured of either (1) an estate or interest in the land, or Ili) an indebtedness secured by a purchase money mortgage given to the insured. 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT. The insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 4(a) below, (11) in case knowledge shall come to an insured hereunder of any claim of title or interest which is adverse to the titre to the estate or interest, as insured, and which might cause loss or damage for which the Company may be liable by virtue of this policy, or (iii) if title to the estate or interest, as insured, is rejected as unmarketable. If prompt notice shall not be given to the Company, then as to the insured all liability of the Company shall terminate with regard to the matter or matters for which prompt notice is required; provided, however, that failure to notify the Company shall in no case prejudice the rights of any insured under this policy unless the Company shall be prejudiced by the failure and then only to the extent of the prejudice. 4. DEFENSE AND PROSECUTION OF ACTIONS; DUTY OF INSURED CLAIMANT TO COOPERATE. (a) Upon written request by the insured and subject to the options contained in Section 6 of these Conditions and Stipulations, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an insured in litigation in which any third party asserts a claim adverse to the title or interest as insured, but only as to those stated causes of action alleging a defect, lien or en- cumbrance or other matter insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the insured as to those stated causes of action and shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs or expenses incurred by the insured in the defense of those causes of action which allege matters not insured against by this policy. (h) The Company shall have the right, at its own cost, to institute and prosecute any action or proceeding or to do any other act which in its opinion may be necessary or desirable to establish the title to the estate or interest, as insured, or to prevent or reduce loss or damage to the insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable hereunder, and shall not thereby concede liability or waive any provision of this policy. If the Company shall exercise its lights under this paragraph, it shall do so diligently. (c) Whenever the Company shall have brought an action or interposed a defense as required or permitted by the provisions of this policy, the Company may pursue any litigation to final determination by a court of competent jurisdiction and expressly reserves the right, in its sole discretion, to appeal from any adverse judgment or order. (d) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding, the insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, and all appeals therein, and permit the Company to use, at its option, the name of the insured for this purpose. Whenever requested by the Company, the insured, at the Company's expense, shall give the Company all reasonable aid (i) in any action or proceeding, securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act which in the opinion of the Company may be necessary or desirable to establish the title to the estate or interest as insured. If the Company is prejudiced by the failure of the insured to furnish the required cooperation, the Company's obligations to the insured under the policy shall term nate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation. 5. PROOF OF LOSS OR DAMAGE. In addition to and after the notices required under Section 3 of these Conditions and Stipulations have been provided the Company, a proof of lass or damage signed and sworn to by the 'nsured claimant shall he furnished to the Company within 90 days after the insured claimant shall ascertain the fac s giving rise to the joss or damage. The proof of loss or damage shall describe the defect in, or lien or encumbrance on the title, or other matter insured against any lugapon, and the policy shall be surrenbered Company for cancellation. (b). To Pay or Otherwise Settle With Parties Other than Ilinsured or With the Insured Claimant, (i) to pay or otherwise settle with other parties for or in the name of an insured claimant any claim insured against under this policy, together with any costs, attorneys' fees and expenses incurred by the insured claimant which were authorized by the Company up to the time of payment and which the Company is obligated to pay; or (ii) to pay or otherwise settle with the insured claimant the loss or damage provided for under this policy, together with any costs, attorneys' fees and expenses incurred by the insured claimant which were authorized by the Company up to the time of payment and which the Company is obligated to pay. Upon the exercise by the Company of either of the options provided for in paragraphs (b)(i) or (ii), the Corn- panys obligations to the insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute or continue any litigation. 7. DETERMINATION, EXTENT OF LIABILITY AND COINSURANCE. This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the insured claimant who has suffered loss or damage by reason of matters insured against by this policy and only to the extent herein described. (a) The liability of the Company under this policy shall not exceed the least of: (i) the Amount of Insurance stated in Schedule A; or (ii) the difference between the value of the insured estate or interest as insured and the value of the insured estate or interest subject to the defect, lien or encumbrance insured against by this policy. (b) In the event the Amount of Insurance stated in Schedule A at the Date of Policy is less than 80 percent of the value of the insured estate or interest or the full consideration paid for the land, whichever is less, or if subsequent to the Date of Policy an improvement is erected on the land which increases the value of the insured estate or interest by at least 20 percent over the Amount of Insurance stated in Schedule A, then this Policy is subject to the following: (i) where no subsequent improvement has been made, as to any partial loss, the Company shall only pay the loss pro rata in the proportion that the Amount of Insurance at Date of Policy bears to the total value of the insured estate or interest at Date of Policy; or (ii) where a subsequent improvement has been made, as to any partial loss, the Company shall only pay the loss pro rata in the proportion that 120 percent of the Amount of Insurance stated in Schedule A bears to the sum of the Amount of Insurance stated in Schedule A and the amount expended for the improvement. The provisions of this paragraph shall not apply to costs, attorneys' fees and expenses for which the Company is liable under this policy, and shall only apply:to that portion of any loss which exceeds, in the aggregate; 10 percent of the Amount of Insurance stated in Schedule A. (c) The Company will pay only those costs, attorneys' fees and expenses incurred in accordance with Section 4 of these Conditions and Stipulations. 8. APPORTIONMENT. If the land described in Schedule (A)(C) consists of two or mare parcels which are not used as a single site, and a loss is established affecting one or more of the parcels but not all, the loss shall be computed and settled on a pro rata basis as if the Amount of Insurance under this policy was divided pro rata as to the value on Date of Policy of each separate parcel to the whole, exclusive of any improvements made sub- sequent to Date of Policy, unless a liability or value has otherwise been agreed upon as to each parcel by the Company and the insured at the time of the issuance of this policy and shown by an express statement or by an endorsement attached to this policy. 9. LIMITATION OF LIABILITY. (a) If the Company establishes the title, or removes the alleged defect, lien or encumbrance, or cures the lack of a right of access to or from the land, or cures the claim of unmarketability of title, all as insured, in a reasonably diligent manner by any method, including litigation and the comple- tion of any appeals therefrom, it shall have fully performed its obligations with respect to that matter and shall not be liable had against any person or pew.. ty in respect to the claim had this policy not been issued. If requested by the Company, illinsured claimant shall transfer to the Company all rights remedies against any person or property necessary in rder to perfect 'this right -'of subrogation. The insured claimant shall permit the Company to sue, compromise or settle in the name of the insured claimant and to use the name of the insured claimant in any transaction or litigation involving these rights or remedies. If a payment on account of a claim does not fully cover the loss of the insured claimant, the Company shall be subrogated to these rights and remedies in the proportion which the Companys payment bears to the whole amount of the loss. If loss should result from any act of the insured claimant, as stated above, that act shall not void this policy, but the Company, in that event, shall be required to pay only that part of any losses insured against by this policy which shall exceed the amount, if any, lost to the Company by reason of the impairment by the insured claimant of the Companys right of subrogation. (b) The Company's Rights Against non -Insured Obligors. The Companys right of subrogation against non- insured obligors shall exist and shall include, without limitation, the rights of the insured to indemnities, guaranties, other policies of insurance or bonds, notwithstanding any terms or conditions contained in those instruments which provide for subrogation rights by reason of this policy. 10. ARBITRATION. Unless prohibited by applicable law, either the Com- pany or the insured may demand arbitration pursuant to the Title Insurance Arbitration Rules of the American Arbitration Association. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the insured arising out of or relating to this policy, any service of the Company in connection with its issuance or the breach of a policy provision or other obligation. All arbitrable matters when the Amount of Insurance is $1,000,000 or less shall be arbitrated at the option of either the Company or the insured. All arbitrable matters when the Amount of Insurance is in excess of $1,000,000 shall be arbitrated only when agreed to by both the Company and the insured. Arbitration pursuant to this policy and under the Rules in effect on the date the demand for arbitration is made or, at the option of the insured, the Rules in effect at Date of Policy shall be binding upon the parties. The award may include attorneys' fees only if the laws of the state in which the land is located permit a court to award attorneys' fees to a prevailing party. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court having jurisdiction thereof. The law of the situs of the land shall apply to an arbitration under the Title Insurance Arbitration Rules. A copy of the Rules may be obtained from the Company upon request. 15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT. (a) This policy together with all endorsements, if any, attached hereto by the Company is the entire policy and contract between the insured and the Company. In interpret- ing any provision of this policy, this policy shall be construed as a whole. (b) Any claim of loss or damage, whether or not based on negligence, and which arises out of the status of the title to the estate or interest covered hereby or by any action asserting such claim, shall be restricted to this policy. (c) No amendment of or endorsement to this policy can be made except by a writing endorsed hereon or attached hereto signed by either the President, a Vice President, the Secretary, an Assistant Secretary, or validating officer or authorized signatory of the Company. 16. SEVERABILITY. In the event any provision of the policy is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision and all other provisions shall remain in full farce and effect. 17. NOTICES, WHERE SENT. Al notices required to be given the Company and any statement in writing required to be furnished the Company shag indude the number of the policy and shag be addressed lo the Company at 1 First American Way, Santa Ana, California 92707, oro the once which issued t ds para.