Loading...
Exchange of Real Property 3064 W. Malta Drive Heroes ParkADA COUNTY RECORDER J. DAVID NAVARRO AMOUNT .00 12 BOISE IDAHO 02112110 11:46 AM DEPUTY Use Batt RECORDED -REQUEST OF III IIII III IIIIIIIIIIIIIIII III II I I II Meridian City 110013319 CITY OF MERIDIAN ORDINANCE NO. [( — 1433 BY THE CITY COUNCIL: BIRD, HOAGLUN, ROUNTREE, ZAREMBA AN ORDINANCE AUTHORIZING THE EXCHANGE OF CERTAIN CITY OWNED REAL PROPERTY LOCATED AT 3064 WEST MALTA DRIVE, LEGALLY DESCRIBED AS A PORTION OF LOT 04 OF BLOCK 38 OF THE LOCHSA FALLS SUBDIVISION NO 09 (AT HEROES PARK) FOR REAL PROPERTY OF EQUAL VALUE TO PROVIDE DEEDED PATHWAY ACCESS BETWEEN THE NORTHWEST BORDER OF HEROES PARK AND NORTH TEN MILE ROAD; AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AND ATTEST ON BEHALF OF THE CITY OF MERIDIAN THE DEED AND OTHER DOCUMENTS NECESSARY TO COMPLETE THE TRANSACTION; PROVIDING FOR A WAIVER OF THE READING RULES; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, pursuant to Idaho Code 50-1401, the City Council has statutory authority to sell, exchange, or convey any real property owned by the city which is underutilized or which is not used for city public purposes; and, WHEREAS, when it is determined by the City Council to be in the City's best interest that the property be offered for exchange, the City Council may, pursuant to the procedure set forth in Idaho Code Section 50-1403, exchange any city -owned real property for real property of equal value pursuant to terms which shall be a matter of public record; and, WHEREAS, on the 14th day of July, 2009 the Meridian City Council approved Resolution No. 09-676 declaring the intent to exchange the real property and further instructed the City Clerk to establish and notice a public hearing to consider the exchange; and, WHEREAS, a public hearing was held at the regular meeting of the Meridian City Council on August 11, 2009 and at the conclusion of such hearing, the City Council moved to approve the exchange in concept, subject to certain terms and conditions, and directed staff to prepare an exchange agreement setting forth those terms and conditions. NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND COUNCIL OF THE CITY OF MERIDIAN, IDAHO: Section 1. That a public hearing on the proposed exchange was held at the August 11, 2009 Meeting of the Meridian City Council. ORDINANCE AUTHORIZING EXCHANGE OF REAL PROPERTY - Page 1 of 2 Section 2. That the City Council determined after the public hearing that the proposed exchange is in the City's best interest and that property to be exchanged is currently underutilized and should be exchanged for property of equal value. Section 3. That the City Council has reviewed and approved the Agreement for Exchange of Real Property, attached hereto and incorporated herein, and the real property exchange is expressly conditioned on the terms contained in the attached Agreement. Section 4. That the Mayor and City Clerk shall be authorized to execute and attest the exchange agreement, deed, and any other documents necessary to complete the exchange authorized by this Ordinance. Section 5. That pursuant to the affirmative vote of one-half (1/2) plus one (1) of the Members of the full Council, the rule requiring two (2) separate readings by title and one (1) reading in full be, and the same is hereby, dispensed with, and accordingly, this Ordinance shall be in full force and effect upon its passage, approval and publication. �I.... PASSED by the City Council of the City of Meridian, Idaho, this �, day of , 2009. APPROVED by the Mayor of the City of Meridian, Idaho, this /7 day of 2009. MAYOR,, ATTEST: of M o, CITY aEW BEAL r COUNV 11111 nW����`` ORDINANCE AUTHORIZING EXCHANGE OF REAL PROPERTY - Page 2 of 2 REAL ESTATE EXCHANGE AGREEMENT THIS Agreement is entered into for the purposes stated herein, this day of October, 2009, by Followers of Christ Church ("CHURCH"), and the City of Meridian City ("CITY"), collectively referred to herein as " the parties." WHEREAS, CHURCH owns or controls certain real property located in Ada County, Idaho more particularly described as Parcel A in Exhibit A; and, WHEREAS, CITY owns certain real property located in Ada County, Idaho more particularly described as Parcel B in Exhibit B; and, WHEREAS, the parties desire to enter into this real property exchange agreement whereby CHURCH will convey Parcel A to CITY in exchange for CITY conveying Parcel B to CHURCH. WHEREAS, the laws of the State of Idaho require that the City of Meridian exchange city - owned real property for property of equal value; and, WHEREAS, Parcel A and Parcel B are of similar size and utility. CITY desires to own Parcel A to provide pedestrian access to its adjacent public park, and CHURCH desires to own Parcel B to add to its parking lot on the southerly boundary of its property; and, WHEREAS, the City Council of the City of Meridian has declared that Parcels A and B are of equal value for purposes of this exchange agreement; and, NOW, THEREFORE, in return for good and valuable consideration, including the agreement set forth herein and the parties' proceeding to the closing of the property exchange contemplated hereby (the "Closing"), the receipt and sufficiency of such consideration being hereby acknowledged, the parties do hereby enter into this Agreement and the terms and conditions set forth below. 1. IDENTIFICATION OF EXCHANGE PARCELS. The parcel that CHURCH intends to exchange to City under the terms of this agreement is legally described as Parcel "A" on Exhibit "A" attached hereto and incorporated herein. The parcel that CITY intends to exchange to CHURCH under the terms of this Agreement is legally described as Parcel "B" on Exhibit "B" attached hereto and incorporated herein. REAL ESTATE EXCHANGE AGREEMENT - 1 - 2. "AS -IS" SALE. The parcels are sold "as -is." 3. EXECUTION OF AGREEMENT. CHURCH acknowledges that this agreement will be executed by CHURCH before CITY executes the agreement and that the execution of the agreement by the CITY is contingent upon ratification of the terms and conditions of this agreement by the Meridian City Council and the Council's authorization for the Meridian City Mayor to execute this agreement on behalf of the CITY. 4. TITLE COMPANY /TITLE INSURANCE. A) The parties agree that Lawyers Title Company of the Treasure Valley shall provide any requested title policy and preliminary report of commitment. B) If desired, each Party may pay for standard coverage owner's title insurance policy on the respective properties which it receives after the exchange under the terms of this Agreement. Upon request, the Title Company will provide a preliminary Title Report as soon as possible after execution of this agreement. Any party requesting and reviewing a preliminary Title Report shall have five (5) days after receipt of the Report to object in writing to the condition of the title as set forth in the report, unless said time period is extended pursuant to this Agreement. In the event that a party makes written objection to the title, the other party shall have a reasonable time to cure any defects of title. In the event the other party cannot cure said defects, the objecting party may elect, as its sole remedy, to either (i) terminate this Agreement, (ii) cure the defects at the objecting party's expense, or (iii) proceed to closing, taking title subject to such defects. If the parties do not so object, the parties shall be deemed to have accepted the condition of the title. REAL ESTATE EXCHANGE AGREEMENT - 2 - 5. CLOSING DATE AND TITLE CONVEYANCE A) Closing shall occur on the date on which the deeds to all properties are recorded in satisfaction of the requirements of this Agreement. B) Title to the properties identified under this agreement shall be conveyed by Warranty Deed and shall be marketable and insurable with the exception of any other liens, encumbrances or defects allowed herein or otherwise approved by the receiving party. C) The deeds shall substantially conform to the sample deed set forth in Exhibit "C" attached hereto and incorporated herein. D) When CHURCH is satisfied with the state of title to the parcel that it is receiving under this agreement and is ready to proceed to Closing, CHURCH shall deliver its Deed to City with a written instruction to record the deed when City is satisfied with the state of title to the parcel that it is receiving under this agreement and is ready to proceed to closing. City shall record the deeds concurrently and shall only do so after the requirements of this clause have been met. 6. POSSESSION. The parties shall be entitled to possession of their respective properties on the day of closing. 7. DEFAULT. In the event that a party does not perform in accordance with the terms and conditions of this agreement then the other party shall have any recourse under the law to enforce this contract. 8. ATTORNEY FEES. In the event of default by either of the parties in their performance of the terms or conditions of this agreement, the defaulting party agrees to pay all attorney fees and costs incurred by the non -defaulting party and in the event of suit the prevailing party shall be entitled to its reasonable attorney fees and costs. REAL ESTATE EXCHANGE AGREEMENT - 3 - 9. CONDITION OF PROPERTY AT CLOSING/MAINTENANCE AFTER CLOSING. The parties shall maintain their respective properties until the closing in their present condition, ordinary wear and tear excepted. After Closing, each parry shall be responsible for maintenance of the parcels that they receive under this Agreement. 10. REPRESENTATIONS AND WARRANTIES. Each party represents and warrants to the other regarding their respective properties: A. The party has received no notice from any governmental agency that the properties are in violation of any statute, law, ordinance, rule, regulation, or deed restriction affecting the Properties. B. The parties have good, marketable title to their respective parcels. At the time the deeds are placed into escrow, no other parry shall have any right, title, or interest in the subject property. C. There is no pending or threatened litigation or condemnation proceedings affecting the Properties and there are no governmental assessments or local improvement district assessments on the Properties nor are there any agreements to convey any portion of the Properties to any other party. D. Each party has disclosed to the other parry the presence of all hazardous substances or storage tanks that the disclosing party is aware of on their respective properties. "Hazardous Substances" means any hazardous, dangerous or toxic substance (including petroleum products) as defined under federal, state and/or local law, including all regulations promulgated under such laws. REAL ESTATE EXCHANGE AGREEMENT - 4 - 11. ENTIRE AGREEMENT. This Agreement, including any addendum or exhibits, constitutes the entire Agreement between the parties, and no warranties, including any warranty of habitability, agreements or representations have been made or shall be binding upon either parry unless herein set forth. 12. TIME IS OF THE ESSENCE IN THIS AGREEMENT. THIS IS A LEGALLY BINDING AGREEMENT. THE PARTIES EACH REPRESENT THAT THEY HAVE HAD THE OPPORTUNITY TO CONSULT LEGAL COUNSEL REGARDING THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THE INSTRUMENTS REFERRED TO HEREIN. 13. SURVIVAL OF TERMS: All the terms and conditions hereof and all instruments referred to herein and contemplated hereby shall survive closing and the transfer of title and shall remain in full force and effect in accordance with their terms. 14. BINDING ON SUCCESSORS: This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. 15. IDAHO LAW: This Agreement shall be construed and governed in accordance with the laws of the State of Idaho. 16. HEADINGS: Headings preceding the text of the several Articles and Sections hereof, and the table of contents, are solely for convenience or reference and shall not constitute a part of this Agreement or affect its meaning, construction or effect. REAL ESTATE EXCHANGE AGREEMENT - 5 - IN WITNESS WHEREOF, the parties have executed and attested this Agreement as of the date and year first above written. FOLLOWERS OF CHRIST CHURCH FOLLOWERS OF CHRIST CHURCH jd& Hunter, Elder FOLLOWERS OF CHRIST CHURCH Duane Hayes, Elder THE CITY OF MERIDIAN Tammy de We MAYOR �y ATTEST: of��iii��„ ``�� dyc!e`ATHolman, CITY CLTERK AL 7 CP %,�� p ts� • oQr2O�: rr� rr�>>�►�iin nl����N REAL ESTATE EXCHANGE AGREEMENT - 6 - STATE OF IDAHO ) ss. County of Ada ) On this Qet�-N day of v— in the year 2before me, "r -t%&, personally appeared Clyde Perry, known or identified to me to be the person who executed Ae,ia%d`, grument, and acknowledged to me that he/she executed the same. NOTARY PUBLIC FOR IDAHO (SES Residing at: Idaho _= My Commission expires: 01 STATE OF IDAHO ) ss. County of Ada ) On this a day of N)V4 .t�pyC' ; in the year ; p*a before me, ,A L lat r personally appeared Jack Hunter, known or identified to me to be the person who executed the said instrument, and acknowledged to me thgj he/she executed the same. OTARYPpklC FOR IDAHO 'F,Aj (SEAL) 1 ;� `'' = Residing at .6,k Idaho ` �.. My Commission expires: STATE OF ID� County of Ada ) On this -QA4h day of Q(,6AQA C in the year 245 before me, 4e rtkWersonally appeared Duane Hayes, known or identified to me to be the person who executed the said instrument, and acknowledged to me that he/she executed the same. —A � i f L i ( � i I [-), oc4o,-N 146T LIC FOR IDAHO Residing at: Idaho My Commission expires: 3 �a REAL ESTATE EXCHANGE AGREEMENT - 7 - STATE OF IDAHO ) ss. County of Ada ) On this lq*�day of 2003, before me, a notary public in and for said state, personally appeared Tammy de Weerd and Jaycee L. Holman known to me to be the Mayor and City Clerk of Meridian City, Idaho, who executed the within instrument, and acknowledged to me that Meridian City executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. .d WA_A •. (SEAL) i C�.Q'rA,�(1•i • ,•, OF10�'•• •was Public f Idaho - t iding at Meridian, Idaho My commission expires: Jay-, A ,� REAL ESTATE EXCHANGE AGREEMENT - 8 - EXHIBIT A Parcel "A" A parcel of, land located in the SWI/4 of the NW1/4 of Section 26, T. 4 N., R.1 W., B.M., Ada County, Idaho, being the northerly 25 feet of a parcel of land described by Quitclaim Deed Inst No. 341397, deed records of said Ada County, being more particularly described as follows: Commencing at west 1/4 comer of said Section 26, a found 5/8 inch rebar, C.P.&F., Inst No. 99113293, corner records of said Ada County; Thence a bearing of N 00°20'42" E, a distance of 957.99 feet, on the west boundary of said Section 26, to a found 5/8 inch rebar, being the southwest corner of Silverleaf Subdivision No. 1, Book 93, pages 11103-11105, plat records of said Ada County, and the northwest corner of said parcel of land described by Quitclaim Deed Inst. No. 341397; Thence a bearing of S 89°08'38" E, a distance of 25.00 feet, on the south boundary of said Silverleaf Subdivision No. 1, to a set 5/8 inch rebar on the east right-of-way boundary of North Ten Mile Road, being the TRUE POINT OF BEGINNING. Thence a bearing of S 89°08'38" E, a distance of 268.30 feet, on said south boundary of Silverleaf Subdivision No. 1, to a found 5/8 inch rebar, being the northeast corner of said parcel of land described by Quitclaim Deed Inst. No. 341397; Thence a bearing of S 00°20'25" W, a distance of 25.00 feet, on the east boundary of said parcel of land described by Quitclaim Deed Inst. No. 341397, to a set 5/8 inch rebar; Thence a bearing of N 89°08'38" W, a distance of 268.31 feet, to a set 5/8 inch rebar on said east right-of-way boundary of North Ten We Road; Thence a bearing of N 00°20'54" E, a distance of 25.00 feet on said east right-of-way boundary of North Ten Mile Road, to the POINT OF BEGINNING. Said described parcel of land contains 0.1.5 acres, more or less, together with and subject to easements and rights-of-way of record and/or use. n Exhibit A EXHIBIT B Parcel "B„ A parcel of land located in the SWI/4 of the NW1/4 of Section 26, T. 4 N., R.1 W., B.M., City of Meridian, Ada County, Idaho, being more particularly described as follows: Commencing at the west 1/4 comer of said Section 26, a found 5/8 inch rebar, C.P.&F., Inst. No. 99113293, corner records of said Ada County; Thence a bearing of N 00°20'42" E, a distance of 660.03 feet, on the west boundary of said Section 26, to a point, from which a found 5/8 inch rebar marking the southwest comer of Silverleaf Subdivision No. 1, Book 93, pages 11103-11105, plat records of said Ada County, bears N 00°20'42" E, a distance of 297.96 feet; Thence a bearing of S 89°0759" E, a distance of 24.98 feet, to a found 5/8 inch rebar on the east right-of-way boundary of North Ten Mile Road, said rebar marking the southwest comer of a parcel of land described by deed Inst. No. 341397, Thence a bearing of S 89°0759" E, a distance of 13.02 feet on the south boundary of said parcel of land described by deed Inst. No. 341397, to a set 5/8 inch rebar on said east right-of-way boundary of North Ten We Road, said rebar being the TRUE POINT OF BEGINNING. Thence a bearing of S 89°07'59" E, a distance of 255.33 feet, on said south boundary of a parcel of land described by deed Inst. No. 341397, to a found 5/8 inch rebar, being the southeast corner of said parcel of land described by deed Inst. No. 341397, Thence a bearing of S 00°20'25" W, a distance of 20.62 feed on the southerly extension of the east boundary of said parcel of land described by deed Inst. No. 341397, to a set 5/8 inch rebar; Thence a bearing of N 87°05'49" W, a distance of 255.57 feet, to a set 5/8 inch rebar on said east right-of-way boundary of North Ten We Road; Thence a bearing of N 00°20'42" E, a distance of 11.54 feet, on said east right-of-way boundary of North Ten Mile Road, to the POINT OF BEGINNING. Said described parcel of Iand contains 0.09 acres, more or less, together with and subject to easements and rights-of-way of record and/or use. Exhibit B RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: City Clerk City of Meridian 33 East Broadway Avenue Meridian, ID 83642 ADA COUNTY RECORDER J. DAVID NAVARRO AMOUNT .00 BOISE IDAHO 02/12110 11:46 AM DEPUTY use Batt RECORDED -REQUEST OF III IIIIIIIIilllllllllllllllllllll I II Meridian City 110013320 WARRANTY DEED (Space Above For Recorder's Use) For the valuable consideration, the receipt of which is hereby acknowledged, The City of Meridian, an Idaho Municipal Corporation ("Grantor"), conveys, grants and warrants to The Followers of Christ Church, ("Grantee"), whose address is 213 W 370, Garden City Idaho, and its successors and assigns forever, the following described real property: See Exhibit "A" attached hereto and incorporated herein. SUBJECT TO any and all existing easements, rights-of-way, reservations, restrictions and encumbrances of record, to any existing tenancies, to all zoning laws and ordinances, and to any state of facts an accurate survey or inspection of the premises would show. This conveyance shall include any and all estate, right, title, interest, appurtenances, tenements, hereditaments, reversions, remainders, easements, rents, issues, profits, rights-of-way and water rights in anywise appertaining to the property herein described as well in law as in equity. The Grantor covenants to the Grantee that Grantor is the owner in fee simple of said premises; that the premises are free from all encumbrances, excepting those as may be herein set forth, and excepting those of record, and that Grantor will warrant and defend the same from all lawful claims. WARRANTY DEED - 1 IN WITNESS WHEREOF, the Grantor has executed this instrument on this 2009. STATE OF IDAHO ) n�^' ss. County of � ) day of On this � day of 2009, before me .)o ne 5 6oArLA� 117 personally appeared Tammy de Weerd and Jaycee L. Holman, known or identified to me to be the Mayor and City Clerk, respectively, of the City of Meridian, the municipal corporation that executed and attested the instrument or the person who executed and attested the instrument on behalf of said municipal corporation, and acknowledged to me that such municipal corporation executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. $**see, •910 *.Pw �w ■ • . 'Oi •�'PM 0 '1l'E OF WARRANTY DEED - 2 NOj idah� Restd�nc, 1r\ Y-vno kbm.hc, �xp�r Q S J0.►'1 � , �Ol EXHIBIT A Parcel "B'" A parcel of land located in the SWI/4 of the NW1/4 of Section 26, T. 4 N., R.1 W., B.M., City of Meridian, Ada County, Idaho, being more particularly described as follows: Commencing at the west 1/4 comer of said Section 26, a found 5/8 inch rebar, C.P.&F., Inst. No. 99113293, comer records of said Ada County; Thence a bearing of N 00°20'42" E, a distance of 660.03 feet, on the west boundary of said Section 26, to a point, from which a found 5/8 inch rebar marking the southwest comer of Silverleaf Subdivision No. 1, Book 93, pages 11103-11105, plat records of said Ada County, bears N 00°20'42" E, a distance of 297.96 feet; Thence a bearing of S 89°0759" E, a distance of 24.98 feet, to a found 5/8 inch rebar on the east right-of-way boundary of North Ten Mile Road, said rebar marking the southwest comer of a parcel of land described by deed Inst. No. 341397; Thence a bearing of S 89°0759" E, a distance of 13.02 feet on the south boundary of said parcel of land described by deed Inst: No. 341397, to a set 5/8 inch rebar on said east right-of-way boundary of North Ten We Road, said rebar being the TRUE POINT OF BEGINNING. Thence a bearing of S 89°07'59" E, a distance of 255.33 feet, on said south boundary of a parcel of land described by deed hist. No. 341397, to a found 5/8 inch rebar, being the southeast corner of said parcel of land described by deed hist No. 341397; Thence a bearing of S 00°20'25" W, a distance of 20.62 feet on the southerly extension of the east boundary of said parcel of land described by deed Inst No. 341397, to a set 5/8 inch rebar; Thence a bearing of N 87°05'49" W, a distance of 255.57 feet, to a set 5/8 inch rebar on said east right-of-way boundary of North Ten We Road, Thence a bearing of N 00°20'42" E, a distance of 11.54 feet on said east right-of-way boundary of North Ten Mile Road, to the POINT OF BEGINNING. Said described parcel of Iand contains 0.09 acres, more or less, together with and subject to easements and rights-of-way of record and/or use. WARRANTY DEED - 3 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: City Clerk City of Meridian 33 East Broadway Avenue Meridian, ID 83642 ADA COUNTY RECORDER J. DAVID NAVARRO AMOUNT .00 i BOISE IDAHO 02/12/10 11:46 AM DEPUTY use Ban RECORDED -REQUEST OF III IIIIIIIIIIIIIIIIIIIIIIIIIIIII II III Meridian CIV 110013321 LIAZAV11�1_T-11 IN Wa 1104 04 (Space Above For Recorder's Use) For the valuable consideration, the receipt of which is hereby acknowledged, The Followers of Christ Church ("Grantor"), conveys, grants and warrants to The City of Meridian, an Idaho Municipal Corporation, ("Grantee"), whose address is 33 East Broadway, Meridian, Idaho 83642 and its successors and assigns forever, the following described real property: See Exhibit "A" attached hereto and incorporated herein. SUBJECT TO any and all existing easements, rights-of-way, reservations, restrictions and encumbrances of record, to any existing tenancies, to all zoning laws and ordinances, and to any state of facts an accurate survey or inspection of the premises would show. This conveyance shall include any and all estate, right, title, interest, appurtenances, tenements, hereditaments, reversions, remainders, easements, rents, issues, profits, rights-of-way and water rights in anywise appertaining to the property herein described as well in law as in equity. The Grantor covenants to the Grantee that Grantor is the owner in fee simple of said premises; that the premises are free from all encumbrances, excepting those as may be herein set forth, and excepting those of record, and that Grantor will warrant and defend the same from all lawful claims. WARRANTY DEED - 1 IN WITNESS WHEREOF, the Grantor has executed this instrument on this day of , 2009. Cly Perry, 1 er ack Hunter, Elder Duane Hayes, Elder STATE OF IDAHO ) ss. County of _ ) On this da of /e , 200, before me A (&eA WdVlAv ra , personally appeared c, known or identified to me to be the person whose name is subscribe to the wi instrument, and acknowledged to me that [he/she/they] executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year. in this; certificate first above written. 14 lJle O Y PUBLIC FOR IDAHO Residing at &t� My Commission Expires - a 3 - WARRANTY DEED - 2 STATE OF IDAHO ) ss. County of ) On this `N` day of �„/ 20JK, before me �` personally appeared , known or identified to me to be the person whose name is subscribed to the wiffifirAnstrument, and acknowledged to me that [he/she/they] executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official, seal, day and year in this certificate first above written. o km_ _.. C—, =:=7% _ NOTARY PUBLIC FOR IDAHO 4 Residing at S. 9 My Commission Expires �� 3-1 �. /�6P^b/°000800® ''�✓� 0T- \\) 00 STATE OF IDAHO ) ss. County ofAX—) On this day of, 20�, before met'Q,(�Q personally appeared , known or identified to me to be the person whose name is subscribed to the within instrument, and acknowledged to me that [he/she/they] executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. NOTARY EUPLIC FOR IDAHO o E �2 4� Residing at ; SA My Commission Expires � � s Ur WARRANTY DEED - 3 EXHIBIT "A" Parcel "A" A parcel of land located in the SWI/4 of the NW1/4 of Section 26, T. 4 N., R.1 W., B.M., Ada County, Idaho, being the northerly 25 feet of a parcel of land described by Quitclaim Deed Inst No. 341397, deed records of said Ada County, being more particularly described as follows: Commencing at west 1/4 corner of said Section 26, a found 5/8 inch rebar, CPAR, Inst No. 99113293, corner records of said Ada County; Thence a bearing of N 00°20'42" E, a distance of 957.99 feet, on the west boundary of said Section 26, to a found 5/8 inch rebar, being the southwest corner of Silverleaf Subdivision No. 1, Book 93, pages 11103-11105, plat records of said Ada County, and the northwest corner of said parcel of land described by Quitclaim Deed Inst No. 341397; Thence a bearing of S 89°08'38" E, a distance of 25.00 feet, on the south boundary of said Silverleaf Subdivision No. 1, to a set 5/8 inch rebar on the east right-of-way boundary of North Ten Mile Road, being the TRUE POINT OF BEGINNING. Thence a bearing of S 89°08'38" E, a distance of 268.30 feet, on said south boundary of Silverleaf Subdivision No. 1, to a found 5/8 inch rebar, being the northeast corner of said parcel of land described by Quitclaim Deed Inst No. 341397; Thence a bearing of S 00°20'25" W, a distance of 25.00 feet, on the east boundary of said parcel of land described by Quitclaim Deed Inst. No. 341397, to a set 5/8 inch rebar; Thence a bearing of N 89°08'38" W, a distance of 268.31 feet, to a set 5/8 inch rebar on said east right-of-way boundary of North Ten Mile Road; Thence a bearing of N 00°20'54" E, a distance of 25.00 feet, on said east right-of-way boundary of North Ten Mile Road, to the POINT OF BEGINNING. Said described parcel of land contains 0.15 acres, more or less, together with and subject to easements and rights-of-way of record and/or use. x WARRANTY DEED - 4 WESTCOR LAND TITLE INSURANCE COMPANY ALTA OWNER'S POLICY (6-17-06) ISSUED BY WESTCOR LAND TITLE INSURANCE COMPANY OWNER'S POLICY OF TITLE INSURANCE POLICY NO. OP-6-ID1012-2121007 Any notice of claim and any other notice or statement in writing required to be given to the Company under this Policy must be given to the Company at the address shown in Section 18 of the Conditions. COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B, AND THE CONDITIONS, WESTCOR LAND TITLE INSURANCE COMPANY, a California corporation (the "Company") insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of: 1. Title being vested other than as stated in Schedule A. 2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from (a) A defect in the Title caused by (i) forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation; (ii) failure of any person or Entity to have authorized a transfer or conveyance; (iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized, or delivered; (iv) failure to perform those acts necessary to create a document by electronic means authorized by law; (v) a document executed under a falsified, expired, or otherwise invalid power of attorney; (vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or (vii) a defective judicial or administrative proceeding. (b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid. (c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term "encroachment" includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land. 3. Unmarketable Title. COVERED RISKS Continued on next page IN WITNESS WHEREOF, WESTCOR LAND TITLE INSURANCE COMPANY has caused this policy to be signed and sealed as of the Date of Policy shown in Schedule A, Issued By: WESTCOR LAND TITLE INSURANCE COMPANY ID1012 `itle & E Signature Title Escrow nns"!"1116 By: 1880 S. Cobalt Point Way, Suite 100 Y resident Meridian, ID 83642 „ _ // I Secretary OP -6 ALTA 6-17-06 Owner's Policy (WLTIC Edition 2-25-08) 4. No right of access to and from the Land. 5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (a) the occupancy, use, or enjoyment of the Land; (b) the character, dimensions, or location of any improvement erected on the Land; (c) the subdivision of land; or (d) environmental protection if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the violation or enforcement referred to in that notice. 6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice. 7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records. 8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge. 9. Title being vested other than as stated in Schedule A or being defective (a) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws; or (b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws by reason of the failure of its recording in the Public Records (i) to be timely, or (ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor. 10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. The Company will also pay the costs, attorneys' fees, and expenses incurred in defense of any matter insured against by this Policy, but only to the extent provided in the Conditions. EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage (b) not Known to the Company, not recorded in the Public Re - of this policy, and the Company will not pay loss or damage, costs, cords at Date of Policy, but Known to the Insured Claimant attorneys' fees, or expenses that arise by reason of: and not disclosed in writing to the Company by the Insured 1. (a) Any law, ordinance, permit, or governmental regulation Claimant prior to the date the Insured Claimant became an (including those relating to building and zoning) restricting, Insured under this policy; regulating, prohibiting, or relating to (c) resulting in no loss or damage to the Insured Claimant; (i) the occupancy, use, or enjoyment of the Land; (d) attaching or created subsequent to Date of Policy (however, () ii the character, dimensions, or location of any improve- this does not modify or limit the coverage provided under ment erected on the Land; Covered Risk 9 and 10); or (iii) the subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the cover- age provided under Covered Risk 5. (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other mat- ters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is (a) a fraudulent conveyance or fraudulent transfer; or (b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy. 5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. Issued with Policy No.. POLICY OF TITLE INSURANCE SCHEDULE A Policy No.: ID1012-2121007 Amount of Insurance: $10,000.00 File No.: 510-16895 Address Reference: 5850 N. Ten Mile Rd. Meridian, ID 83646 Date of Policy: February 12, 2010 at 11:46 A.M. 1. Name of Insured: THE CITY OF MERIDIAN, an Idaho Municipal Corporation 2. The estate or interest in the Land that is insured by this policy is fee simple 3. Title is vested in: THE CITY OF MERIDIAN, an Idaho Municipal Corporation 4. The Land referred to in this policy is described as follows: See Exhibit "A" Attached (Continued) Countersigned: ALTA Owner's Policy Schedule A (Rev 6/06) lw File No.: 510-16895 SCHEDULE A (continued) LEGAL DESCRIPTION (continued) Exhibit "A" PARCEL "A" Policy No.: ID1012-2121007 A parcel of land located in the Southwest quarter of the Northwest quarter of Section 26, Township 4 North, Range 1 West, Boise Meridian, Ada County, Idaho, being the Northerly 25 feet of a parcel of land described by Quitclaim Deed Inst. No. 341397, deed records of said Ada County, being more particularly described as follows: Commencing at the West quarter corner of said Section 26, a found 5/8 inch rebar, C.P.&F., Inst. NO. 99113293, corner records of said Ada County; thence a bearing of North 00020142" East, a distance of 957.99 feet, on the West boundary of said Section 26, to a found 5/8 inch rebar, being the Southwest corner of SILVERLEAF SUBDIVISION No. 1, Book 93, pages 11103 through 11105, plat records of said Ada County, and the Northwest corner of said parcel of land described by Quitclaim Deed Inst. No. 341397; thence a bearing of South 89008138" East, a distance of 25.00 feet, on the South boundary of said SILVERLEAF SUBDIVISION NO. 1, to a set 5/8 inch rebar on the East right-of-way boundary of North Ten Mile Road, being the TRUE POINT OF BEGINNING. thence a bearing of South 89008138" East, a distance of 268.30 feet, on said South boundary of SILVERLEAF SUBDIVISION NO. 1, to a found 5/8 inch rebar, being the Northeast corner of said parcel of land described by Quitclaim Deed Inst. No. 341397; thence a bearing of South 00020125" West, a distance of 25.00 feet, on the East boundary of said parcel of land described by Quitclaim Deed Inst. No. 341397, to a set 5/8 inch rebar; thence a bearing of North 89008138" West, a distance of 268.31 feet, to a set 5/8 inch rebar on said East right-of-way boundary of North Ten Mile Road; thence a bearing of North 00020154" East, a distance of 25.00 feet, on said East right-of-way boundary of North Ten Mile Road, to the POINT OF BEGINNING. File No.: 510-16895 Policy No.: ID1012-2121007 SCHEDULE S This policy does not insure against loss or damage (and the Company will not pay costs, attorney's fees or expenses) which arise by reason of: 1. Any facts, rights, interests, or claims which are not shown by the public records but which could be ascertained by an inspection of the land or which may be asserted by persons in possession, or claiming to be in possession, thereof. 2. Easements, liens, encumbrances, or claims thereof, which are not shown by the public records. 3. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the land, and that is not shown by the Public Records. 4. Any lien, or right to a lien, imposed by the law for services, labor, or material heretofore or hereafter furnished, which lien, or right to a lien, is not shown by the public records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) Indian treaty or aboriginal rights, including, but not limited to, easements or equitable servitudes; or, (d) water rights, claims or title to water, whether or not the matters excepted under (a), (b), (c) or (d) are shown by the public records. 6. Taxes or assessments which are not now payable or which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records; proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the public records. 7. Any service, installation, connection, maintenance or construction charges for sewer, water, electricity, or garbage collection or disposal or other utilities unless shown as an existing lien by the public records. B. General taxes for the year 2010, which are a lien, payable on or before December 20 of said year and not delinquent until after said date. 9. Sewer charges and special assessment'powers of the CITY OF MERIDIAN. (Continued) Lawyers Title Insurance Corporation Owner's Policy Schedule 8 File No.: S10-16895 SCHEDULE B (continued) EXCEPTIONS (continued) Policy No.: ID1012-2121007 10. Liens and assessments of the SETTLERS IRRIGATION DISTRICT, and the rights, powers, and easements of said district as by law provided. 11. Liens and assessments of the NAMPA MERIDIAN IRRIGATION DISTRICT, and the rights, powers, and easements of said district as by law provided. 12. Rights and claims in and to that portion of said premises lying within the Ten Mile Road right of way. 13. Matters as disclosed by Record of Survey No. 1222, recorded March 30, 1988, as Instrument No. 8814703, of Official Records. Lawyers Title Insurance Corporation Owner's Policy Schedule B 6 0 V m o I Cc O a O M a O O SfOn 0 (�pp fn O scam? rL { ,� IOD B10 M 3Q L Zm [A y CD O -w ,< a ..� a a Q5 S� W W y O = C Z O 93 m m ? C t� } 7 lb i2a R4 7909420 R7909420020 279094201 R79094200 0 c R79094201 879094200 02! c R79094201 7790942015 ICA R79094201 ■ R790942017 ' R790942018 R790942019 r R7909420200 i' R7909420210 f i R7909420220 R7909420230 W R7909420240 R7909420250 r R790942026 { R790942027 I Ica R79094202 ' R790942029 i F R 1 Ry"94203 I 239.28 CONDITIONS AND STIPULATIONS 1. DEFINITION OF TERMS The following terms when used in this policy mean: (a) "Amount of Insurance": The amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8(b), or decreased by Sections 10 and 11 of these Conditions. (b) "Date of Policy": The date designated as "Date of Policy" in Schedule A. (c) `Entity": A corporation, partnership, trust, limited liability company, or other similar legal entity. (d) "Insured": The Insured named in Schedule A. (i) The term "Insured" also includes (A) successors to the Title of the Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives, or next of kin; (B) successors to an Insured by dissolution, merger, con- solidation, distribution, or reorganization; (C) successors to an Insured by its conversion to another kind of Entity; (D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title (1) if the stock, shares, memberships, or other equity interests of the grantee are wholly-owned by the named Insured, (2) if the grantee wholly owns the named Insured, (3) if the grantee is wholly-owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured are both wholly- owned by the same person or Entity, or (4) if the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes. (ii) With regard to (A), (B), (C), and (D) reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured. (e) "Insured Claimant": An Insured claiming loss or damage. (f) "Knowledge" or "Known": Actual knowledge, not construc- tive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title. (g) "Land": The land described in ScheduleA, and affixed improve- ments that by law constitute real property. The term "Land" does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but this does not modify or limit the extent that a right of access to and from the Land is insured by this policy. (h) "Mortgage": Mortgage, deed of trust, trust deed, or other secu- rity instrument, including one evidenced by electronic means authorized by law. (i) "Public Records": Records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d), "Public Records" shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located. 6) "Title": The estate or interest described in Schedule A. (k) "Unmarketable Title": Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase, lease, or lend if there is a contractual condition requiring the delivery of marketable title. 2. CONTINUATION OF INSURANCE The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate or interest in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of war- ranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either (i) an estate or interest in the Land, or (ii) an obligation 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 5(a) of these Condi- tions, (ii) in case Knowledge shall come to an Insured hereunder of any claim of title or interest that is adverse to the Title, as insured, and that might cause loss or damage for which the Company may be liable by virtue of this policy, or (iii) if the Title, as insured, is rejected as Unmarketable Title. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company's liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice. Cly�iZ�7 a[i7�1 fiiT.Xy In the event the Company is unable to determine the amount of loss or damage, the Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance, or other matter insured against by this policy that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage. 5. DEFENSE AND PROSECUTION OF ACTIONS (a) Upon written request by the Insured, and subject to the options contained in Section 7 of these Conditions, 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 covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters 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. It 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 that allege matters not insured against by this policy. (b) The Company shall have the right, in addition to the options contained in Section 7 of these Conditions, at its own cost, to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary, or desirable to CONDITIONS AND STIPULATIONS - CONTINUED establish the Title, as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropri- ate action under the terms of this policy, whether or not it shall be liable to the Insured. The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under this subsec- tion, it must do so diligently. (c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court of competent jurisdiction, and it expressly reserves the right, in its sole dis- cretion, to appeal any adverse judgment or order. 6. DUTY OF INSURED CLAIMANT TO COOPERATE (a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured shall secure to the Company the right to so prosecute or provide defense in the action or pro- ceeding, including the right 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 securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. If the Company is prejudiced by the failure of the Insured to famish the required cooperation, the Company's obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation. (b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representa- tive of the Company and to produce for examination, inspection, and copying, at such reasonable rimes and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e-mails, disks, tapes, and videos whether bearing a date before or after Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect, and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or dam- age. All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information, or grant permission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as to that claim. 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY In case of a claim under this policy, the Company shall have the following additional options: (a) To Pay or Tender Payment of the Amount of Insurance. To pay or tender payment of the Amount of Insurance under this policy together with any costs, attorneys' fees, and expenses in- curred by the Insured Claimant that were authorized by the Com- pany up to the time of payment or tender of payment and that the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obligations of the Company to the Insured under this policy, other than to make the payment required in this subsection, shall termi- nate, including any liability or obligation to defend, prosecute, or continue any litigation. (b) To Pay or Otherwise Settle With Parties Other Than the Insured 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. In addition, the Company will pay any costs, attomeys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that 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 that were authorized by the Company up to the time of payment and that the Company is obligated to pay. Upon the exercise by the Company of either of the options provided for in subsections (b)(i) or (ii), the Company's 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. 8. DETERMINATION AND EXTENT OF LIABILITY 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. (a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of (i) the Amount of Insurance; or (ii) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy. (b) If the Company pursues its rights under Section 5 of these Conditions and is unsuccessful in establishing the Title, as insured, (i) the Amount of Insurance shall be increased by 10%, and (ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid. (c) In addition to the extent of liability under (a) and (b), the Com- pany will also pay those costs, attorneys' fees, and expenses incurred in accordance with Sections 5 and 7 of these Condi- tions. 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 ac- cess to or from the Land, or cures the claim of Unmarketable Title, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused to the Insured. (b) In the event of any litigation, including litigation by the Com- pany or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final deter- mination by a court of competent jurisdiction, and disposition of all appeals, adverse to the Title, as insured. (c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in set- tling any claim or suit without the prior written consent of the Company. 10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY All payments under this policy, except payments made for costs, attorneys' fees, and expenses, shall reduce the Amount of Insurance by the amount of the payment. 11. LIABILITY NONCUMULATIVE The Amount of Insurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken subject, or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title, and the amount so paid shall be deemed a payment to the Insured under this policy. 12. PAYMENT OF LOSS When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions, the payment shall be made within 30 days. 13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT (a) Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property, to the extent of the amount of any loss, costs, attorneys' fees, and expenses paid by the Company. If requested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Com- pany of these rights and remedies. 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 and remedies. If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss. (b) The Company's right of subrogation includes the rights of the Insured to indemnities, guaranties, other policies of insurance, or bonds, notwithstanding any terms or conditions contained in those instruments that address subrogation rights. 14. ARBITRATION Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Associa- tion ("Rules"). Except as provided in the Rules, there shall be no joinder or consolidation with claims or controversies of other persons. 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 in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is $2,000,000 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 $2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction. 15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT (a) This policy together with all endorsements, if any, attached to it by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole. (b) Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim shall be restricted to this policy. (c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or expressly incorporated by Schedule A of this policy. (d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provi- sions. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. 16. SEVERABILITY In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision or such part held to be invalid, but all other provisions shall remain in full force and effect. 17. CHOICE OF LAW; FORUM (a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefor in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies, or enforcement of policies of title insurance of the jurisdiction where the Land is located. Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured and to interpret and enforce the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of law principles to determine the applicable law. (b) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction. 18. NOTICES, WHERE SENT Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at: Westcor Land Title Insurance Company, Attn.: Claims, 201 N. New York Ave., Ste. 200, Winter Park, Florida 32789. 0 . • Y N O CD g? H a z 3mCD= r Rr m z D2 40CD-ori COQ y n o� rnQ� � C� ~ 0 o�v1 CO m z C go 00 c OD N m "0� n co CD N O O