Loading...
HomeMy WebLinkAbout86-10 RESOLUTIONRESOLUTION NO. 86-10 A RESOLUTION AUTHORIZING PURCHASE IN LIEU OF CONDEMNATION PROCEEDINGS AUTHORIZED IN RESOLUTION 52-10 AND APPROVING A CONTRACT FOR THE PURCHASE OF LAND ADJOINING THE FAYETTEVILLE EXECUTIVE AIRPORT -DRAKE FIELD FROM KEARNEY-NATIONAL, INC., THROUGH AN ASSIGNMENT FROM COOPER POWER SYSTEMS, LLC, IN THE AMOUNT OF $218,907.87, INCLUDING APPLICABLE CLOSING COSTS, AS PART OF THE RUNWAY 16 SAFETY AREA IMPROVEMENT PROJECT BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1. That the City Council of the City of Fayetteville, Arkansas hereby authorizes purchase in lieu of condemnation proceedings authorized in Resolution 52-10 and approves a contract, a copy of which is attached to this Resolution as Exhibit "A" and incorporated herein as if set out word for word, with Kearney -National, Inc., through an assignment from Cooper Power Systems, LLC, for the purchase of land adjoining the Fayetteville Executive Airport -Drake Field in the total amount of $218,907.87, including applicable closing costs, as part of the Runway 16 Safety Area Improvement Project. PASSED and APPROVED this 18th day of May, 2010. APPROVED: ATTEST: at'Sv SONDRA E. SMITH, City Clerk/Treasurer g.f.1414>fe � CI °(,11 Y O,c° • &,p' • s. kok : FAY ETU EVILLE; ,,``, `VG +ON►►Gay EXHIBIT REAL ESTATE CONTRACT THIS REAL ESTATE CONTRACT (this "Contract') is made and entered as of the Effective Date (defined in Section 15) by and between COOPER POWER SYSTEMS, LLC, a Delaware limited liability company ("Buyer"), and KEARNEY-NATIONAL INC., a Delaware corporation ("Seller"). For and in consideration of the mutual covenants and agreements contained in this Contract and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer and Seller agree as follows: 1. PURCHASE AND SALE. Seller agrees to sell and convey to Buyer, and Buyer agrees to buy from Seller, the Property (defined in the next sentence) for the consideration, upon the terms and subject to the provisions and conditions hereinafter set forth. The "Property" means all or any portion of the land situated in Washington County, Arkansas, described in Exhibit A and commonly called by the parties, the "Airport Tract", together with any and all fixtures and improvements thereon. Not Tess than ten (10) days before the Scheduled Closing Date (as defined in Section 5.1), if necessary, Buyer shall cause a metes and bounds description of the Property to be prepared. The description of the Property, as designated by Buyer, shall be used at Closing (as defined in Section 5.1) as the exhibit to the Deed (as defined in Section 5.2(a)). Seller and Buyer agree that Buyer shall not be deemed to have acquired equitable title to any portion of the Property by entering into this Contract or by performing any covenants hereunder. It is the parties' intent that this Contract shall not convey or confer and Buyer shall not have any interest in the Property by virtue of this Contract, unless and until the Property is actually conveyed by Seller to Buyer by the Deed at Closing. Buyer shall acquire legal title to the Property at Closing if it occurs hereunder, The purchase and sale contemplated hereunder shall be "as is" without any representation or warranty as to the Property of any nature whatsoever, including without limitation, the physical condition of the Property, but shall not affect any contractual relationship between Cooper Power Systems LLC and Seller concerning the environmental remediation and indemnity regarding the Property. 2. PURCHASE PRICE. The total purchase price for the Property (the "Purchase Price") is $500 and shall be paid at Closing in cash. 3. EARNEST MONEY. On or before two (2) Business Days (as defined in Section 53) after the date this Contract is executed by both Buyer and Seller, Buyer shall deliver to the office of Bronson Abstract Company, Inc. (the "Title Company"), as escrow agent, at 3810 Front Street, Suite 5, Fayetteville, Arkansas 72703, (by certified or cashier's check) the sum of $100.00 as earnest money (together with any interest earned thereon, the "Earnest Money"). 4. TERMINATION OPTION ALTERNATIVES, EFFECTS AND CONSIDERATION. Wherever in this Contract, Buyer or Seller is given the option to terminate this Contract, that party may either (1) waive such termination option (either by exercising an alternative election, if this Contract provides for one under the circumstances, or in any case by giving a written waiver notice to the other party) or (2) exercise it (i) at any time (x) after the occurrence of the 1446034v.5 0017758100051 event or circumstances giving rise to that option and (y) before the applicable deadline specified herein, if any, for exercise of such option, (ii) by giving a written notice sufficient in form and substance to communicate to the other party that the electing party terminates this Contract (a "Termination Notice") and (iii) with the effects (the "Termination Effects") that the Title Company shall promptly deliver the Earnest Money to the party entitled to it as provided in the Section of this Contract granting such termination option (or, if not specified, to Buyer) and that neither party shall have any further right or obligation under or in respect of this Contract other than as specified in this Contract with respect to rights or obligations that survive termination; provided that upon any termination, the Title Company shall deliver One Hundred Dollars ($100) of the Earnest Money to Seller as independent and sufficient consideration for this option contract. 5. CLOSING. 5.1 Place and Time. The closing of the purchase and sale of the Property (the "Closing") shall take place at the Title Company at 10:00 AM on the first "Business Day" (a day that is not a Saturday, Sunday or another day when national banks in the State of Arkansas are required or permitted to be closed) next following the expiration of ten (10) days after the last day of the Feasibility Period (as defined in Section 6.1), unless such date is changed in writing by Seller and Buyer. The date for which the Closing is scheduled to occur is herein called the "Scheduled Closing Date" and the date on which the Closing actually occurs is herein called the "Closing Date". 5.2 Seller's Closing Deliveries. At the Closing, Seller shall deliver to Buyer the following: (a) a duly executed and acknowledged special warranty deed (the "Deed") conveying to Buyer fee simple title to the Property, free and clear of any and all liens, assessments and encumbrances other than those matters set forth on Exhibit B; (b) a nonforeign affidavit as permitted by Section 1445(6)(2) of the Internal Revenue Code of 1986, as amended; (c) evidence of Seller's and its closing representative's capacity and authority for the Closing; and executed. (d) all other papers necessary for proper completion of the Closing, duly 5.3 Buyer's Closing Deliveries. At the Closing, Buyer shall pay or perform and deliver, at Buyer's sole cost and expense, the following: (a) the Purchase Price in cash; (b) for the Closing; and evidence of Buyer's and its closing representative's capacity and authority (c) all other papers necessary for proper completion of the Closing. 2 1446034v5 0017758/00051 5.4 Closing Costs. Buyer shall pay all escrow fees; costs of tax certificates; fees for preparation of the conveyance documentation; Buyer's attorneys' fees associated with this sale; Title insurance or survey; recording fees for the Deed and other expenses stipulated to be paid by Buyer under other provisions of this Contract. Seller shall pay Seller's attorneys' fees associated with the conveyance and other expenses stipulated to be paid by Seller under other provisions of this Contract. 6. FEASIBILITY STUDY AND INSPECTION. Buyer is responsible for all assessments, taxes and maintenance fees and there are no other rents, royalties or profits. 6.1 Buyer's Feasibility Study and Feasibility Study Period/Seller's Termination Rights. Buyer is hereby granted the right to conduct physical inspection of the Property (the "Feasibility Period") commencing on the Effective Date and ending at 5:00 PM, Central time, on the third (3rd)day after the Effective Date or sooner if Buyer so provides notice to Seller. Buyer or its designated agents may enter upon the Property for purposes of such analyses, tests and inspections as Buyer deems necessary for the Feasibility Study. If Buyer determines, in its sole judgment, that the Property for any reason is not suitable for Buyer's intended use or purpose, or is not in satisfactory condition, then Buyer may terminate this Contract by giving a Termination Notice to Seller at any time before expiration of the Feasibility Period, which shall have the Termination Effects and the Earnest Money shall be delivered to Buyer. The Feasibility Study shall be conducted at Buyer's expense. Likewise, Seller shall have the right to terminate this Contract at any time during the Feasibility Period by providing a Termination Notice to Buyer before the expiration of the Feasibility Period, whereupon the Earnest Money shall be delivered to Buyer. 6.2 Indemnity re Feasibility Study. Whether or not the Closing occurs, Buyer agrees to indemnify, defend and hold Seller harmless from all claims, liabilities, damages and causes of action (other than for or because of pre-existing conditions) arising out of the Feasibility Study performed by Buyer, its agents, independent contractors, servants or employees, unless due to the negligence of Seller, its agents, independent contractors, servants or employees. Seller must bring any claim for indemnity within thirty (30) days after the expiration of the Feasibility Period, or such claim shall be irrevocably lost. 7. TITLE AND SURVEY. Buyer may, at its option and expense, obtain (i) an Owner's Policy of Title Insurance insuring Buyer's fee simple title to the Property to be good and marketable and/or (ii) a current survey of the Property. 8. BROKER. Buyer and Seller represent and warrant to each other that no real estate commissions, finders' fees or brokers' fees have been or will be incurred in connection with the sale of the Property by Seller to Buyer. Buyer and Seller shall each indemnify, defend and hold each other harmless from any claim, liability, obligation, cost or expense (including reasonable attorneys' fees and expenses) for fees or commissions relating to Buyer's purchase of the Property asserted against such party by any broker or other person claiming by, through or under the indemnifying party or whose claim is based on the indemnifying party's acts. 9. DEFAULT. 3 1446034 v.5 0017758/00051 9.1 Buyer's Default and Seller's Remedy. Unless otherwise provided for herein, if Closing is not completed by reason of Buyer's breach or other failure to perform all obligations and conditions to be performed by Buyer, Seller, as Seller's sole and exclusive remedy, may terminate this Contract by giving a Termination Notice to Buyer, which shall have the Termination Effects and the Earnest Money shall be delivered to Seller as liquidated damages for Buyer's breach. Buyer and Seller hereby agree that actual damages would be difficult or impossible to ascertain and that such amount is a reasonable estimate of the damages for such breach. 9.2 Seller's Default and Buyer's Remedy. If Closing is not completed by reason of Seller's breach or other failure to perform all obligations and conditions to be performed by Seller, Buyer, as Buyer's sole and exclusive remedy, may either (i) terminate this Contract by giving a Termination Notice to Seller, which shall have the Termination Effects and the Earnest Money shall be delivered to Buyer, or (ii) enforce specific performance of this Contract, Buyer and Seller stipulating that the Property is unique. 10. A77'ORNEYS' FEES. Any signatory to this Contract who is the prevailing party in any legal proceeding against any other signatory brought under or with respect to this Contract or the transaction contemplated by this Contract shall be additionally entitled to recover court costs and reasonable attorneys' fees from the non -prevailing party. 11. DAMAGE TO PROPERTY: Seller agrees to give Buyer prompt notice of any fire or other casualty affecting the Property between the Effective Date of this Contract and the Closing. Notwithstanding any other agreement between the parties or which may be related to the Property, Seller shall bear all risk of loss with respect to the Property before the Closing Date. If before the Closing Date, there shall occur damage to the Property caused by fire or other casualty, then in any such event, either Buyer or Seller may, at its option, elect to terminate this Contract by written notice to the other party within five (5) days after the date of Seller's notice to Buyer of the casualty or at the Closing, whichever is earlier, in which case the Earnest Money shall be delivered to Buyer, and neither party shall have any further rights or obligations hereunder, other than as set forth herein with respect to rights and obligations which survive termination. If neither Buyer nor Seller timely makes its election to terminate this Contract, then the Closing shall take place as provided herein without reduction of the Purchase Price, and there shall be assigned to Buyer at the Closing all interest of Seller in and to any casualty insurance proceeds. 12. CONDEMNATION. If before the Closing Date, condemnation proceedings are commenced against any portion of the Property, then, at Buyer's option exercisable within five (5) days after Seller notifies Buyer of the condemnation proceedings, Buyer may terminate this Contract by written notice to Seller, whereupon the Earnest Money shall be promptly delivered to Buyer and neither party shall have any further right or obligation hereunder, other than as specified herein with respect to rights or obligations that survive termination. If Buyer chooses not to terminate this Contract, or if Buyer does not exercise its right to terminate this Contract within the five (5) day period, then (i) the Closing shall proceed, (ii) Buyer shall accept title to the Property subject to the condemnation proceeding, (iii) at Closing Seller shall assign to Buyer any condemnation award and (iv) the Purchase Price shall not be reduced. 4 1446034v.5 0017758/00051 13. MISCELLANEOUS. 13.1 Notices. Any notice required or permitted to be delivered hereunder shall be deemed received when (i) personally delivered, (ii) two (2) Business Days after being sent by United States mail; postage prepaid; registered, certified or express mail; and properly addressed or (iii) one (1) Business Day after being deposited with a nationally recognized overnight courier service, charges prepaid and properly addressed., For purposes of this Subsection, the address of each party shall be that set forth below the signature of such party hereto with a copy to the other addressees (if any) named below the signature of such party. 13.2 Party Choice of Law. This Contract shall be construed under and in accordance with the laws of the State of Arkansas. 13.3 Binds and Benefits Successors, Etc. This Contract shall bind and benefit the parties hereto, their respective heirs, executors, administrators, legal representatives, successors and assigns. 13.4 Illegal, Invalid or Unenforceable Provisions. If any one or more of the provisions contained in this Contract shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Contract shalt be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. 13.5 Sole Agreement. This Contract constitutes the sole and only agreement of the parties hereto and supersedes any prior understandings or written or oral agreements between the parties respecting this Contract's subject matter and cannot be changed except by their written consent. 13.6 Time is of the Essence. Time is of the essence in this Contract. 13.7 Gender and Number of Words. Words of any gender used in this Contract shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise. 13.8 Exhibits. Except where otherwise specified, all exhibits referred to in this Contract are attached to it (or intended by the parties so to be) and by such references are made a part of this Contract. 13.9 Counterparts. The parties may execute this Contract in one or more identical counterparts, all of which when taken together will constitute one and the same instrument. 13.10 Extension to Business Day. Whenever any determination is to be made or action to be taken on a date specified in this Contract, if such date shall fall upon a day that is not a Business Day, the date for such determination or action shall be extended to the first Business Day immediately thereafter. 14. ASSIGNMENT. Buyer may assign this Contract without Seller's prior written consent and without consideration to Seller, including to the City of Fayetteville or another party related to the City (collectively "Airport Related Party") to effectuate development/redevelopment of the 5 1446034v.5 0017758100051 City of Fayetteville Airport. Upon any such assignment, Buyer and the assignee shall execute and deliver to Seller an assignment and assumption of this Contract, and all references herein to the Buyer shall be deemed to be references to such assignee. In the event of any such assignment to and assumption by an Airport Related Party, CPS shall be relieved of all obligations and liability under this Contract. 15. EFFECTIVE DATE. The "Effective Date" of this Contract shall be the date an original of this Contract, or original counterparts of this Contract, executed by both Seller and Buyer together with the Earnest Money are delivered to the Title Company, as reflected by the date the Title Company executes this Contract. EXECUTED in multiple originals effective as of the date executed by the Title Company as shown below. BUYER: COOPER POWER SYSTEMS, LLC, a Delaware limited liability company By: Name: Title: Attention: Phone: Fax: TITLE COMPANY: Receipt of $ SELLER: KEARNEY-NATIONAL, INC., a Delaware corporation By: Name: Title: Ce MEM Attention: 14/ 14. Le;h00,c t, Phone: 2 (2-- &to 1— '/6. qD Fax: a1 QPin — 7/6q Earnest Money is acknowledged in the form of By: Name: Title: Date Signed: (the Effective Date of the Contract) 6 1446034v.5 0017758/00051 City of Fayetteville Airport. Upon any such assignment, Buyer and the assignee shall execute and deliver to Seller an assignment and assumption of this Contract, and all references herein to the Buyer shall be deemed to be references to such assignee. In the event of any such assignment to and assumption by an Airport Related Party, CPS shall be relieved of all obligations and liability under this Contract. 15. EFFECTIVE DATE. The "Effective Date" of this Contract shall be the date an original of this Contract, or original counterparts of this Contract, executed by both Seller and Buyer together with the Earnest Money are delivered to the Title Company, as reflected by the date the Title Company executes this Contract. EXECUTED in multiple originals effective as of the date executed by the Title Company as shown below. BUYER: COOPER POWER SYSTEMS, LLC, a Delaware limited liability compa By. Name: Title: Terrance V. Helz Corporate Secreta Attention: Phone: Fax: TITLE COMPANY: SELLER: KEARNEY-NATIONAL, INC., a Delaware corporation By: Name: Title: Attention: Phone: Fax: Receipt of $ Earnest Money is acknowledged in the form of By: Name: Title: Date Signed: (the Effective Date of the Contract) 6 446034v.5 0017758/00051 City of Fayetteville Airport. Upon any such assignment, Buyer and the assignee shall execute and deliver to Seller an assignment and assumption of this Contract, and all references herein to the Buyer shall be deemed to be references to such assignee. In the event of any such assignment to and assumption by an Airport Related Party, CPS shall be relieved of all obligations and liability under this Contract. 15. EFFECTIVE DATE. The "Effective Date" of this Contract shall be the date an original of this Contract, or original counterparts of this Contract, executed by both Seller and Buyer together with the Earnest Money are delivered to the Title Company, as reflected by the date the Title Company executes this Contract. EXECUTED in multiple originals effective as of the date executed by the Title Company as shown below. BUYER: COOPER POWER SYSTEMS, LLC, a Delaware limited liability com.any 1 B _ I AP Name: Terrance V. H71 1 Title: Cor. orate Secret Attention: Phone: Fax: TITLE COMPANY: Receipt of $ SELLER: KEARNEY-NATIONAL, INC., a Delaware corporation By: Name: Title: Attention: Phone: Fax: Earnest Money is acknowledged in the form of By: JO S.� �` YR Name: Irk1‘.1I~(4 .Q1,�D►�S1h S� Title: i 2%NSD%) , lIKI (" ??CM Date Signed: -1'G \DZ� (the Effective ate of the Contract) 6 1446034v.50017758/00051 Exhibit A Airport Tract DRAKE FIELD! HWY 71B Tract No. 6 Parcel No. 765-15533-000 PROPERTY DESCRIPTION: (Deed Record 830-628) A part of the Southwest Quarter (SW 34) of the Northeast Quarter (NE 34) of the Southwest Quarter (SW v.) of Section 33, T -16-N, R -30-W, as described kt Deed Record 830-628 of the records of the Circuit Cleric, Washington County, Arkansas, being more particularly described as follows: From the Southwest corner of said Southwest Quarter (SW 3:) of tate Northeast Quarter (NE %) of the Southwest Quarter (SW 14), thence South OrOS3r East along the South Zine of said Southwest Quarter (SW %) of the Northeast Quarter (NE 34) of the Southwest Quarter (SW 34) a distance (1 20.09 feet to a point on the existing East Right of Way fine of Arkansas Highway 71B for the Point of Beginning, thence North 4.35'50" East along said East Right of Way line a distance of 336.70 feet; thence leaving said East Right of Way line South 65'48'18" East - 630.94 feet to a point on the East line of said Southwest Quarter (SW Y4) of the Northeast Quarter ME 34) of the Southwest Quarter (SW %X thence along the East line of said Southwest Quarter (SW %) of the Northeast Quarter (NE 14) of the Southwest Quarter (SW 341 South 2°56i r West - 322.00 feet to the Southwest Comer of said Southwest Quarter (SW 34) of the Northeast Quarter (NE 14) of the Southwest Quarter (SW 34); thence along the South line of said Southwest Quarter (SW 14) of the Northeast Quarter (NE Y,) of the Southwest Quarter (SW 34) North 87.0517" West - 640.34 feat to the Point of Beginning, containing 4.81 acres. more or fess. Q4ddsZASEMENTSMINO2164 Dine not HWY 111 peetyrroi e6Kvaixrhv Exhibit 13 Deed This Instrument Was Prepared By: Douglas A. Yeager 600 Travis Street, Suite 2800 Houston, Texas 77002 SPECIAL WARRANTY DEED THE STATE OF ARKANSAS KNOW ALL MEN BY THESE PRESENTS: COUNTY OF WASHINGTON THAT KEARNEY NATIONAL INC., a Delaware corporation ("Grantor"), for TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration paid to Grantor by The City of Fayetteville, a municipality formed under the laws of the State of Arkansas ("Grantee"), the receipt and sufficiency of which consideration are hereby acknowledged and confessed by Grantor, has GRANTED, BARGAINED, SOLD, and CONVEYED, and by these presents does GRANT, BARGAIN, SELL, and CONVEY unto Grantee certain lands lying in the County of Washington and the State of Arkansas, and more particularly described on Exhibit A attached hereto and made a part hereof for all purposes, together with any and all fixtures and improvements thereon (collectively, the "Property"). This Special Warranty Deed (this "Deed") is expressly made subject to the matters described on Exhibit B attached hereto and made a part hereof for all purposes, and to other restrictions and encumbrances of record, if any, shown of record in the county clerk's office where the Property is located, to the extent and only to the extent the same are valid and subsisting and affect all or any part of the Property (the "Permitted Exceptions"). TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances thereunto in anywise belonging, unto Grantee, Grantee's successors and assigns, forever, and Grantor, for itself and its successors and assigns, does hereby covenant with Grantee, Grantee's successors and assigns, that Grantor will forever WARRANT and DEFEND all and singular the title to the Property unto Grantee, Grantee's successors and assigns, against all claims whatever by, through or under Grantor, but not otherwise, subject to the Permitted Exceptions. 1454135v.3 0017758/00051 WITNESS Grantor's hand and seal day of , 2010. Grantee's Address; GRANTOR: ATTEST: Secretary After Recording Return To: 1454135v.3 0017758100051 KEARNEY NATIONAL INC., a Delaware corporation By Name: Title: STATE OF COUNTY OF ACKNOWLEDGMENT § On this day of , 2010, before me, , a Notary Public, duly commissioned, qualified and acting, within and for said County and State, appeared in person the within named and , to me personally well known, who stated that they were the and Secretary of KEARNEY-NATIONAL INC., a Delaware corporation, and were duly authorized in their respective capacities to execute the foregoing Special Warranty Deed for and in the name and behalf of said Corporation, and further stated and acknowledged that they had so signed, executed and delivered said foregoing Special Warranty Deed for the consideration, uses and purposes therein mentioned and set forth. EN TESTIMONY WHEREOF, 1 have hereunto set my hand and official seal this day of ,2010. Notary Public My Commission Expires: (SEAL) 1459 135v.3 001775g/00051 EXHIBIT A PROPERTY 1454135v.3 0017758100051 DRAKE FIELD rtWY718 Trsor No. i) Pond No. 763.15133- 000 PROPERTY DESCRIPTION: (oeod Record 830-628) A pod of the Southwest Quarter (SW Y.) of the Northeast Quarter (NE II) of tho Southwest Quarter (SW Y.)ofSocIJcn99,T1e44.R INW,as;describedhRead Record 830-11451of the towrds of tiro Cirwdl Ciork, Washington Gounly, Arkansas. bstng amore patticularly described os follows: From the Southwest cornet of said Southwest Qualls (SW )4} of Urs Northeast Quarter (NE 14) of the Southwest Qwmter ($W d4), Orono South 87'85'37' East along the South fine of said Soutter asf Quarter (SW 4) of tte Northeast Quarter (NE 14) of the Southwest Quarter (SW 14)a dfslenco of 20.08 foal to a point on pre erdsl ng East Rigid of %May Ens of Arkansas FQghwiy 715 for the Point of Beginning, Sumo North 41560` East along said East light of Way Eno a dieters= of 338.70 teo1; theses leaving said East Right of Way Ono South 85'4618' Bast - 830.84 fool to a fault on the East lire of Bald SoUth west Quarter (SW )4} of the Northeast Quarter (NE Y.) of lhs Soulhwost Quarter (SW 14); (hence atone the F.ast Ono of said Southwost Quarter (SW 14 of Iha Nun hood Qealtor (NE Y.) of the Southwest Nader (SW 14) 5014 2'88'17' West - 322.00 feat to Iho Southwest minor bf said SSulhwast Quarter (SW Y.) of the Northeast Quarter (NE 34) of Ihs Soulhwcst Wader (SW 1U fhonco along the South tine of said $otin+rost Qusrtar (SW t6) of the Northeast quarter (NE 14) of the Southwest Qoarler (SW Y.) North 87'0597' Wast - 040.34 fool to the Point of Beginning, containing 4.81 acres, more or less. CYrdKaallifISOOMT II4 ON. nurawY WAN. tried 1 EXHIBIT B PERMITTED EXCEPTIONS 1454135y.3 0017758/00051 Fayetteville Permitted Exceptions 1. General and special taxes for the year 1997 and subsequent years, which are not yet due and payable. 2. Special taxes and/or assessments payable in installments, to -wit: NONE. 3. Loss arising from oil, gas and/or other minerals, conveyed, retained, leased, assigned or any other activity concerning the sub -surface rights or ownership, including but not limited to the right of ingress and egress for said sub -surface purposes. 4. Encroachment addressed in Section 8.30 of that certain Amended and Restated Stock Purchase Agreement, dated June 26, 1997, by and between Kearney -National Inc. and Cooper Power Systems, Inc.