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HomeMy WebLinkAboutHartman, James D. & Martha R. (Hartman Industrial Park) - 2002 03 18 BROWN, WARD, SALZMAN & WEISS, P.A. ATTORNEYS AT LAW Usher L. Brown• Two Landmark Center Suzanne D'Agresta 225 East Robinson Street, Suite 660 Anthony A. Garganese° Post Office Box 2873 Gary S. Salzman" Orlando,FL 32802-2873 John H. Ward• (407)425-9566 Jeffrey S. Weiss (407)425-9596 FAX Debra S. Babb Email: agarganese@orlandolaw.net Jeffrey P. Buak Website: www.orlandolaw.net Alfred Truesdell Joseph E. Blitch Cocoa: 866-425-9566 Scott D. Danahy Brett A. Marlowe Cheyenne R. Young •Board Certified Civil Trial Lawyer ° Board Certified Business Litigation Lawyer ° Board Certified City,County&Local Government Law May 22, 2002 Andrea Lorenzo-Luaces, City Clerk City of Winter Springs 1126 East State Road 434 Winter Springs, FL 32708 Re: James D. & Martha R. Hartman to City of Winter Springs City of Winter Springs - General #1359 Dear Andrea: With respect to the aforementioned closing, please find enclosed the following: 1. An original Owner's Title Policy 2. A recorded copy of the Warranty Deed conveying the property from the Hartmans to the City of Winter Springs 3. Certificate of Non-Foreign Status by the Hartmans 4. Closing Statement 5. Boundary Survey Andrea Lorenzo-Luaces, City Clerk City of Winter Springs May 22, 2002 Page 2 These original documents are being forwarded to you for safekeeping. Should you have any questions, please do not hesitate to contact my office. Sin ely, Anthony A. Garganese City Attorney AAG:jf Enclosures: Hartman Closing Documents 11�/NINMNNNNNIN�N�NNNNM�NwN�INNI NRRYANNE NORW4 CLERK OF CIRCUIT COURT SPINDLE COUNTY BK 04364 PG 11.91 Prepared by and return to: CLERK•3 0 2002854027 Anthony A.Garganese,Esquire RECORDED 03/U/M 124021 ISN Brown,Ward,Salzman&Weiss,P.A. DEED DOC TAX 29387.50 Post Office Box 2873 RECORDING FEES 10.50 Orlando,Florida 32802-2873 RECORDED BY B O�Kelley (407)425-9566 3NARRANTY DEED THIS WARRANTY DEED executed this 18th day of March,2002,by JAMES D.HARTMAN and MARTHA R.HARTMAN,husband and wife,whose address is 220 Stoner Road,Winter Springs,Florida 32708(hereinafter called"GRANTOR"),to CITY OF WINTER SPRINGS,FLORIDA,a Florida Municipal Corporation,whose address is 1126 East State Road 434, Winter Springs,Florida 32708 (hereinafter called „GRANTEE"). (Wherever used herein the terms "grantor" and "grantee" include all the parties to this instrument and the heirs, legal representatives and assigns of individuals, and the successors and assigns of corporations.) WITNESSETH: THAT GRANTOR,for and in consideration of the sum of Three Hundred Thirty-Two Thousand Five Hundred and no/100($332,500.00)Dollars and other good and valuable consideration,the receipt of which is hereby acknowledged, hereby grants, bargains, sells, aliens, remises, releases, conveys and confirms unto GRANTEE,its successors and assigns, all that certain land situated in Seminole County, Florida,and being more particularly described as: All of Hartman's Industrial Park,including Lots 1 through 8 and Hartman Lane,according to the plat thereof as recorded in Plat Book 32,Page 99,Public Records of Seminole County, Florida. TOGETHER WITH all of the tenements,hereditaments and appurtenances thereto belonging or in anywise appertaining to,including all of GRANTOR'S rights,title and interest in and to all public ways adjoining the said land. TO HAVE AND TO HOLD,the same in fee simple forever,subject,however,to the following: 1. All real estate taxes,special assessments and ad valorem taxes levied,payable or assessed against the land herein conveyed subsequent to 2001;and 2. Zoning, restrictions, prohibitions and other requirements imposed by governmental authority;and 3. Matters of public record. I 4. Any adverse ownership claim by the State of Florida,by right of sovereignty to any portion of the lands hereunder, including submerged,filled, and artificially exposed lands and accreted to such lands. 5. State road right reservations,if any. 6. Oil,gas and mineral right reservations,if any. I i FILE NUM 2002854027 OR BOOK 04364 PAGE 1192 AND GRANTOR hereby covenants with GRANTEE that GRANTOR is lawfully seized of said land in fee simple,that said land is free of all encumbrances except the matters hereinabove mentioned to which this deed is made subject,and that GRANTOR has good right and lawful authority to sell and convey said land and hereby fully warrants the title to said land and will defend the same against the lawful claims of all persons whomsoever. AND the subject property is not the homestead property of the GRANTOR. IN WITNESS WHEREOF,GRANTOR has hereunder set its hand and seal the day and year first above written. Signed,sealed and delivered "GRANTOR" 5nsnceof: JAMES D.HARTMAN Signed,sealed and delivered "GRANTOR" in p sence of: AilMARTHA R.HARTMAN STATE OF FLORIDA COUNTY OF SEMINOLE I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State and County aforesaid to take acknowledgments, personally appeared James D. Hartman, to me known personally to be the persons described in and who executed the foregoing instrument and he acknowledged before me that he executed the same for the purposes set forth herein, and he did not swear an oath. 4 WITNESS my hand and official seal in the State and County last aforesaid this f1_day of March, 2002. (Notary Seal) &OTAq PUBLIC My Commission Expires: ,,IN Mary Anne Willett STATE OF FLORIDA *My Commission CC893597 COUNTY OF SEMINOLE ' Expires January 14,2M4 I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State and County aforesaid to take acknowledgments, personally appeared Martha R. Hartman, to me known personally to be the person described in and who executed the foregoing instrument and she acknowledged before me that she executed the same for the purposes set forth herein, and she did not swear an oath. WITNESS my hand and official seal in the State and County last aforesaid this day of March, 2002. (Notary Seal) V,a 2�t- NOTXRY/PUBLIC My Commission Expires: lxs',';. 14a►YAnne Willett *W Commission CC893597 2 vter•° Expires January 14,2004 AFTWAVITl OF NO LIENS (Seller) STATE OF FLORIDA COUNTY OF SEMINOLE BEFORE ME, the undersigned authority authorized to take oaths and administer acknowledgments, personally appeared JAMES D. HARTMAN and MARTHA R. HARTMAN, husband and wife (collectively "Affiants"), who duly sworn under penalties of perjury, depose and state as follows: 1. Affiants, JAMES D. HARTMAN and MARTHA R. HARTMAN, husband and wife, are currently the fee simple owners of the property described in the Old Republic National Title Insurance Company Commitment attached hereto and incorporated by reference, bearing Commitment No. 01091188, and as such they have personal knowledge of the matters noted herein. 2. Affiants are aware of no defects, liens, encumbrances, or other adverse matters affecting title, other than those disclosed in the attached Commitment and survey, if any, which survey is herein incorporated by reference. 3. That no persons other than the Affiants are entitled to the right of possession or are in possession of the land, and that the Affiants' right to title and possession of the land is not in dispute or question. 4. Affiants have no present intention of filing bankruptcy under the U.S. Code, or insolvency under any state statutes, and are not currently in bankruptcy or the subject of a state insolvency statute. 5. That no work has been done or materials furnished to the land for the past ninety (90) days which could give rise to construction liens being imposed under the provisions of Florida Statutes Chapter 713, Part I. 6. Affiants are aware that Old Republic National Title Insurance Company and Brown, Ward, Salzman&Weiss, P.A. are relying upon this Affidavit to issue title insurance policies in accordance with the aforesaid Commitment. Affiants do hereby indemnify Old Republic National Title Insurance Company and Brown, Ward, Salzman & Weiss, P.A. against any loss or damage caused as a result of any material false statements contained in this Affidavit. I E 7. This Affidavit is given for the purpose of clearing any possible questions or objection to the title to the above referenced property and, for the purpose of inducing Brown, Ward, Salzman&Weiss, P.A. and Old Republic National Title Insurance Company to issue title insurance on the subject property, with the knowledge that said title company is relying upon the statements set forth herein. t i 8. Seller hereby holds Brown, Ward, Salzman & Weiss, P.A. and Old Republic National Title Insurance Company harmless and fully indemnifies same (including but not limited to attorneys' fees, whether suit be brought or not, and at trial and all appellate levels, and court costs and other litigation expenses) with respect to the matters set forth herein. "Affiant", "Seller" and "Buyer" include singular or plural as context so requires or admits. Seller is familiar with the nature of an oath and with the penalties as provided by the laws of the United States and the State of Florida for falsely swearing to statements made in an instrument of this nature. Seller has read, or heard read, the full facts of this Affidavit and understands its context. 9. This Affidavit is subject to Paragraph 8(g) of the Purchase and Sale Agreement. Affiants have caused this Affidavit to be executed this 18th day of March, 2002. AFFIANTS: _t JAMkIS D. HARTMAN MkRTHA R. HARTMAN STATE OF FLORIDA COUNTY OF SEMINOLE I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State and County aforesaid to take acknowledgments, personally appeared James D. Hartman, to me known personally to be the person described in and who executed the foregoing instrument and he acknowledged before me that he executed the same for the purposes set forth herein, and he did not swear an oath. W WITNESS my hand and official seal in the State and County last aforesaid this ff day of March, 2002. (Notary Seal) NOTARY 0&IC My Commission Expires: STATE OF FLORIDA :02�4%Mary Anne Wluett COUNTY OF SEMINOLE * *MY Commission CC893597 Y Expires January 14,2004 1 HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State and County aforesaid to take acknowledgments, personally appeared Martha R.Hartman, to me known personally to be the person described in and who executed the foregoing instrument and she acknowledged before me that she executed the same for the purposes set forth herein, and she did not swear an oath. WITNESS my hand and official seal in the State and County last aforesaid this W—day of March, 2002. (Notary Seal) Vn I&I NOTA Y#JBLIC My Commission Expires: ,e*N Mary Anne WHIett 2 * *My Commission CC893597 3'+xn Expires January 14,2004 FILE NO. 01091188 OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY 1971 LEE ROAD WINTER PARK, FL 32789 Phone: (407)647-1915 Fax: (407)647-1735 Agent File Number: HARTMAN Commitment No. ORT File Number: 01091188 SCHEDULE A 1) Effective Date: March 6,2002 at 5:00 PM 2) Policy or Policies to be issued: Amount: a) ALTA Owners Policy Standard Form B 1992 $332,500.00 (amended 10/17/92 with Florida Modifications) Proposed Insured: THE CITY OF WINTER SPRINGS, a Florida Municipal Corporation b) ALTA Standard Loan Policy 1992 $ (amended 10/17/92 with Florida Modifications) Proposed Insured: 3) The estate or interest in the land described or referred to in this Commitment and covered herein is a FEE SIMPLE. 4) Title to the Fee Simple estate or interest in said land is at the effective date hereof vested in: JAMES D. HARTMAN and MARTHA R. HARTMAN 5) The land referred to in this Commitment is described as follows: Lots 1 through 8, inclusive, HARTMAN'S INDUSTRIAL PARK, according to the plat thereof as recorded in Plat Book 32, Page 99, Public Records of Seminole County, Florida. This Commitment valid only if Schedule B is attached. hRT)O Q CYIMMTTMFNT(YIMM ST TTM1VTC1hN MF011 d0 FILE NO. 01091188 SCHEDULE B -SECTION I The following are the requirements to be complied with: 1. Payment of the full consideration to, or for the account of, the grantors or mortgagors. 2. Instrument(s) necessary to create the estate or interest to be insured must be properly executed, delivered and duly filed for record: a) Warranty Deed from JAMES D. HARTMAN and MARTHA R. HARTMAN to THE CITY OF WINTER SPRINGS, a Florida Municipal Corporation, conveying the property described in Schedule"A" herein. SCHEDULE B SECTION II IS CONTINUED ON AN ADDED PAGE FILE NO. 01091188 SCHEDULE B -SECTION II Schedule B of the policy or policies to be issued will contain exceptions to the following matters unless the same are disposed of to the satisfaction of the Company: 1_gefeets-,-{--n , eneumbran he public records or attachin equent ec Ive a e e t Wbrto the-d osed Insure c r value of record the estate or interest or mortgage thereon covered by this ommltment. Y or n,ll 2_Farts iso w Isc osed by an accurate and comprehensive survey o e desedhed. I Rights or clai Ire— ��'�'oY anlc s, on rac ors or a ena mens len c alms, ere no notice thereof 5. Easements or claims of easements not shown by the public records. 6. Any adverse ownership claim by the State of Florida by right of sovereignty to any portion of the lands insured hereunder, including submerged, filled, and artificially exposed lands and lands accreted to such lands. 7. State road right reservations(s), if any. 8. Oil, gas and mineral right reservations, if any. 9. General or special taxes and assessments required to be paid in the year 2002 and subsequent years. 10. Hartman's Industrial Park Road and Development Agreement recorded in O.R. Book 1664, Page 1130, Public Records of Seminole County, Florida. 11. Consent Final Judgment recorded in O.R. Book 2076, Page 25, Public Records of Seminole County, Florida. TAX INFORMATION: PARCEL NO.: 34-20-30-529-0000-0010 2001 Taxes PAID in the gross amount of$166.24 and WAS NOT homestead. Taxes DO NOT include more land than subject premises. PARCEL NO.: 34-20-30-529-0000-0020 2001 Taxes PAID in the gross amount of$116.35 and WAS NOT homestead. Taxes DO NOT include more land than subject premises. PARCEL NO.: 34-20-30-529-0000-0030 2001 Taxes PAID in the gross amount of$5.02 and WAS NOT homestead. Taxes DO NOT include more land than subject premises. PARCEL NO.: 34-20-30-529-0000-0040 2001 Taxes PAID in the gross amount of$6.79 and WAS NOT homestead. Taxes DO NOT include more land than subject premises. r,DTl/1!1C d-nWATATTTAT NT r OnILS 1A CT TDTIT17TCTnr-J TIACl1/I AO FILE NO.01091188 PARCEL NO.: 34-20-30-529-0000-0050 2001 Taxes PAID in the gross amount of$7.77 and WAS NOT homestead. Taxes DO NOT include more land than subject premises. PARCEL NO.: 34-20-30-529-0000-0060 2001 Taxes PAID in the gross amount of$7.39 and WAS NOT homestead. Taxes DO NOT include more land than subject premises. PARCEL NO.: 34-20-30-529-0000-0070 2001 Taxes PAID in the gross amount of$169.03 and WAS NOT homestead. Taxes DO NOT include more land than subject premises. PARCEL NO.: 34-20-30-529-0000-0080 2001 Taxes PAID in the gross amount of$170.18 and WAS NOT homestead. Taxes DO NOT include more land than subject premises. PARCEL NO.: 34-20-30-529-OS00-0000 2001 Taxes PAID in the gross amount of$0.00 and WAS NOT homestead. Taxes DO NOT include more land than subject premises. CERTIFICATE OF NON-FOREIGN STATUS Section 1445 of the Internal Revenue Code provides that a TRANSFEREE of a U.S. real property interest must withhold tax if the TRANSFEROR is a foreign person. To inform the TRANSFEREE that withholding of tax is not required upon the disposition of a U.S. real property interest by JAMES D. HARTMAN and MARTHA R. HARTMAN(hereinafter collectively referred to as "TRANSFEROR"), the undersigned hereby certifies the following as TRANSFEROR: 1. TRANSFEROR is not a foreign person, foreign corporation, foreign partnership, foreign trust, or foreign estate(as those terms are defined in the Internal Revenue Code and Income Tax Regulations); and 2. TRANSFEROR'S U. S. Social Security numbers are: James D. Hartman 3. TRANSFEROR'S address is: 220 Stoner Road Winter Springs, Florida 32708 TRANSFEROR understands that this certification may be disclosed to the Internal Revenue Service by TRANSFEREE and that any false statement contained herein could be punished by fine, imprisonment, or both. Under penalties of perjury, I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct, and complete, and I further declare that I have authority to sign this document as TRANSFEROR. DATED this 18th day of March, 2002. J S D. HARTMAN M THA R. HARTMAN Closing Statement March 18, 2002 Closing Statement March 18, 2002 Seller: James D. Hartman Buyer: City of Winter Springs, Florida, Seller: Martha R. Hartman a Florida Municipal Corporation Seminole County Legal Description: All of Hartman's Industrial Park, including Lots 1 through 8 and Hartman Lane, according to the plat thereof as recorded in Plat Book 32, Page 99, Public Records of Seminole County, Florida. SELLER'S COPY A B I BUYER'S COPY A DUE SELLER CREDIT BUYER I DUE SELLER CREDIT BUYER 1.SELLING PRICE 332,500 00 I a.SELLING PRICE 332,500 00 *2.DOWN PAYMENT 33,250 00 1 *b.DOWN PAYMENT 33,250 00 3.MORTGAGES:a.Assumed by Buyer XXXXXX 1 e.MORTGAGES:a.-Assumed by Buyer XXXXXX XX b.-Executed by Buyer XXXXXX XX I b.-Executed by Buyer XXXXXX XX 4.RENTS,pro rated 1 d.RENTS,pro rated 5.INTEREST,pro rated 1 e.INTEREST,pro rated 6.INSURANCE:Fire XXXXXX XX f.INSURANCE:Fire XXXXXX Xx Unearned Unearned Premium I Premium Other XXXXXX XX Other XXXXXX XX Unearned Unearned Premium I Premium 7.TAXES:(based on 2001 taxes of$646.78) 134 67 g.TAXES: 134 67 a-Based on_days credit to Seller,or I a-Based on_days credit to Seller,or b-Based on 76 days credit to buyer 1 b-Based on 76 days credit to buyer 8.2002 City Taxes I h.2002 City Taxes 9.2002 County Taxes 1 i.2002 County Taxes 10.2002 Personal Taxes I j.2002 Personal Taxes 11. I k. 12. 11. 13. m. TOTALS 332,500 00 33,384 67 1 TOTALS 332,500 1 00 33,384 67 L Column"A"less Column"B" n.Column"A"less Column"B" E DUE SELLER 'M 115 1 331 ' *BAL&NCE UUE SELLER249.115 33 1 SELLER'S EXPENSES OF SALE CHARGE SELLER I BUYER'S EXPENSES OF SALE CHARGE BUYER 15.Abstracting Charges 1 o.Abstracting Charges 16.Attorney Fee I p.Attorney Fees 17.Broker's Commission 1 q.Escrow Fees 18.Escrow Fees I r.Florida Revenue Stamps,on Note 19.Florida Documentary Surtax Stamps on Deed I s.Intangible Tax on Mortgage 20.Florida Revenue Stamps,on Deed I t.Recording Deed 10 50 21.Intangible Tax on Mortgage I u.Recording Mortgage 22.Recording Mortgage 1 v.Survey Charges 23.Survey Charges t w.Mortgage Transfer Fee 24.Mortgage Transfer Fee 1 x. Florida Doc Stamps 2,327 5 25. 1 y.Old Republic Title Policy 1,738 *26.TOTAL EXPENSES TO SELLER i *z.TOTAL EXPENSES TO BUYER 4,076 SUMMARY: SUMMARY: DOWN PAYMENT *(2) Omit if Paid Seller $ 33.250,00 BALANCE DUE SELLER(*) $299.115.33 (Pius) BALANCE DUE SELLER*p $ 299 115.33 (Plus) BUYER'S EXPENSES(*z) $ 4.076.00 _ SUB TOTAL $ NET CASH DUE FROM BUYER $3Q3,191.33 (less) SELLER'S EXPENSES (*26) $ 0.00 NET CASH TO SELLER $_. 332.365,33 /� l /J SCHEDULE A OWNER'S POLICY SCHEDULE A AGENT FILE NUMBER: POLICY NUMBER: SDC 419946 ORT FILE NUMBER: 01091188 AMOUNT: $ 332,500.00 1. Policy Date: March 28, 2002, at 12:54 p.m. 2. The Insured hereunder, in whom title to the fee simple estate is vested at the date hereof, is: The City of Winter Springs, Florida 3. The land referred to in this Policy is situated in the County of Seminole, State of Florida, and described as follows: Lots 1 through 8, inclusive, HARTMAN'S INDUSTRIAL PARK, according to the plat thereof as recorded in Plat Book 32, Page 99, Public Records of Seminole County, Florida. THIS POLICY VALID ONLY IF SCHEDULE B IS ATTACHED. SCHEDULE B-PART I AGENT FILE NUMBER: POLICY NUMBER: SDC 419946 ORT FILE NUMBER: 01091188 This policy does not insure against loss or damage by reason of the following: 1, General or special taxes and/or assessments required to be paid in the year 2002 and subsequent years. 2. Any adverse ownership claim by the State of Florida by right of sovereignty to any portion of the lands insured hereunder, including submerged, filled and artificially exposed lands and lands accreted to such lands. 3. State road right reservations, if any. 4. Oil, gas and mineral right reservations, if any. 5. General or special taxes and assessments required to be paid in the year 2002 and subsequent years. No(s).: 34-20-30-529-0000-0010; 34-20-30-529-0000-0020; 34-20-30-529-0000-0030; 34-20-30-529-0000-0040; 34-20-30-529-0000-0050; 34-20-30-529-0000-0060; 34-20-30-529-0000-0070; 34-20-30-529-0000-0080; 34-20-30-529-OS00-0000 6. Any lien provided by Chapter 159, Florida Statutes, in favor of any city,town,village or port authority for unpaid service charge for service by any water, sewer or gas system supplying the insured land. 7. Easements or claims of easements not shown by the public records. 8. Hartman's Industrial Park Road and Development Agreement recorded in O.R. Book 1664, Page 1130, Public Records of Seminole County, Florida. 9. Consent Final Judgment recorded in O.R.Book 2076, Page 25,Public Records of Seminole County, Florida. Owner's Policy American Land Title Association Owner's Policy 10-17-92 with Florida modifications Policy Number SDC 419946 SUBJECT TO THE EXCLUSIONS FROM COVERAGE,THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS AND STIPULATIONS, OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY,a Minnesota 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 A, 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. IN WITNESS WHEREOF,the said Old Republic National Title Insurance Company has caused its corporate name and seal to be hereunder affixed by its duly authorized officers as of the date shown in Schedule A,the policy to be valid when countersigned by an authorized officer or agent of the Company. Issued through the Office Of: OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY 9 A Stock Company B r own, Ward, Salzman & Weiss, P.A. 400 Second Avenue South,Minneapolis,Minnesota 55401 P. O. BOX 2873 (612)371-1111 77sz ida 32802 By President Authorized Signatory I i (407) 425-9566 ---,( j ORT Form 331 ALTA Owner's Policy 10-17-92 with Florida modifications Attest Secretary EXCLUSIONS FROM COVERAGE by reason of the public records as defined in this policy or any other The following matters are expressly excluded from the coverage records which impart constructive notice of matters affecting the land. of this policy and the Company will not pay loss or damage, costs, (d) "land": the land described or referred to in Schedule A, and attorneys' fees or expenses which may arise by reason of: improvements affixed thereto which by law constitute real property. 1. (a) Any law, ordinance or governmental regulation (including but The term "land" does not include any property beyond the lines of not limited to building and zoning laws, ordinances, or regulations) the area described or referred to in Schedule A, nor any restricting, regulating, prohibiting or relating to (i) the occupancy, use, right, title, interest, estate or easement in abutting streets, roads, or enjoyment of the land; (ii) the character, dimensions or location of avenues, alleys, lanes, ways or waterways, but nothing herein shall any improvement now or hereafter erected on the land; (iii) a modify or limit the extent to which a right of access to and from the separation in ownership or a change in the dimensions or area of the land is insured by this policy. land or any parcel of which the land is or was a part; or (iv) (e) "mortgage mortgage, deed of trust, trust deed, or other environmental protection, or the effect of any violation of these laws, security instrument. ordinances or governmental regulations, except to the extent that a (f) "public records' records established under state statutes at notice of the enforcement thereof or a notice of a defect, lien or Date of Policy for the purpose of imparting constructive notice of encumbrance resulting from a violation or alleged violation affecting matters relating to real property to purchasers for value and without the land has been recorded in the public records at Date of Policy. knowledge.With respect to Section 1(a)(iv)of the Exclusions from (b) Any governmental police power not excluded by (a) above, Coverage, "public records" shall also include environmental protection except to the extent that a notice of the exercise thereof or a notice liens filed in the records of the clerk of the United States District of a defect, lien or encumbrance resulting from a violation or alleged Court for the district in which the land is located. violation affecting the land has been recorded in the public records at (g) "unmarketability of the title": an alleged or apparent matter Date of Policy. affecting the title to the land, not excluded or excepted from 2. Rights of eminent domain unless notice of the exercise thereof coverage, which would entitle a purchaser of the estate or interest has been recorded in the public records at Date of Policy, but not described in Schedule A to be released from the obligation to excluding from coverage any taking which has occurred prior to Date purchase by virtue of a contractual condition requiring the delivery of of Policy which would be binding on the rights of a purchaser for marketable title. value without knowledge. 2. Continuation of Insurance After Conveyance of Title. 3. Defects, liens, encumbrances, adverse claims or other matters: The coverage of this policy shall continue in force as of Date of (a) created, suffered, assumed or agreed to by the insured Policy in favor of an insured only so long as the insured retains an claimant; estate or interest in the land, or holds an indebtedness secured by a (b) not known to the Company, not recorded in the public purchase money mortgage given by a purchaser from the insured, or records at Date of Policy, but known to the insured claimant and not only so long as the insured shall have liability by reason of covenants disclosed in writing to the Company by the insured claimant prior to of warranty made by the insured in any transfer or conveyance of the the date the insured claimant became an insured under this policy; estate or interest. This policy shall not continue in force in favor of (c) resulting in no loss or damage to the insured claimant; any purchaser from the insured of either (i) an estate or interest in (d) attaching or creating subsequent to Date of Policy; or the land, or (ii) an indebtedness secured by a purchase money (e) resulting in loss or damage which would not have been mortgage given to the insured. sustained if the insured claimant had paid value for the estate or 3. Notice of Claim to be Given by Insured Claimant interest insured by this policy. The insured shall notify the Company promptly in writing (i) in 4. Any claim,which arises out of the transaction vesting in the case of any litigation as set forth in Section 4(a) below, (ii) in case insured the estate or interest insured by this policy, by reason of the knowledge shall come to an insured hereunder of any claim of title or operation of federal bankruptcy,state insolvency,or similar creditors' interest which is adverse to the title to the estate or interest, as rights laws,that is based on: insured, and which might cause loss or damage for which the (a) the transaction creating the estate or interest insured by this Company may be liable by virtue of this policy, or (iii) if title to the policy being deemed a fraudulent conveyance or fraudulent transfer, or estate or interest, as insured, is rejected as unmarketable. If prompt (b) the transaction creating the estate or interest insured by this notice shall not be given to the Company, then as to the insured all policy being deemed a preferential transfer except where the liability of the Company shall terminate with regard to the matter or preferential transfer results from the failure: matters for which prompt notice is required; provided, however, that (i) to timely record the instrument of transfer;or failure to notify the Company shall in no case prejudice the rights of (ii) of such recordation to impart notice to a purchaser for any insured under this policy unless the Company shall be prejudiced value or a judgment of lien creditor. by the failure and then only to the extent of the prejudice. CONDITIONS AND STIPULATIONS 4. Defense and Prosecution of Actions; Duty of Insured Claimant to 1. Definition of Terms. Cooperate. The following terms when used in this policy mean: (a) Upon written request by the insured and subject to the (a) "insured": the insured named in Schedule A, and, subject to options contained in Section 6 of these Conditions and Stipulations, any rights or defenses the Company would have had against the the Company, at its own cost and without unreasonable delay, shall named insured, those who succeed to the interest of the named provide for the defense of an insured in litigation in which any third insured by operation of law as distinguished from purchase including, party asserts a claim adverse to the title or interest as insured, but but not limited to, heirs, distributees, devisees, survivors, personal only as to those stated causes of action alleging a defect, lien or representatives, next of kin, or corporate or fiduciary successors. encumbrance or other matter insured against by this policy. The (b) "insured claimant": an insured claiming loss or damage. Company shall have the right to select counsel of its choice (subject (c) "knovvledge" or "known": actual knowledge, not to the right of the insured to object for reasonable cause) to constructive knowledge or notice which may be imputed to an insured 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 and memoranda in the custody or control of a third party, which Company will not pay any fees, costs or expenses incurred by the reasonably pertain to the loss or damage. All information designated insured in the defense of those causes of action which allege matters as confidential by the insured claimant provided to the Company not insured against by this policy. pursuant to this Section shall not be disclosed to others unless, in (b) The Company shall have the right, at its own cost, to the reasonable judgment of the Company, it is necessary in the institute and prosecute any action or proceeding or to do any other administration of the claim. Failure of the insured claimant to submit act which in its opinion may be necessary or desirable to establish for examination under oath, produce other reasonably requested the title to the estate or interest, as insured, or to prevent or reduce information or grant permission to secure reasonably necessary loss or damage to the insured. The Company may take any information from third parties as required in this paragraph shall appropriate action under the terms of this policy, whether or not it terminate any liability of the Company under this policy as to that shall be liable hereunder, and shall not thereby concede liability or claim. waive any provision of this policy. If the Company shall exercise its 6. Options to Pay or Otherwise Settle Claims; Termination of rights under this paragraph, it shall do so diligently. Liability. (c) Whenever the Company shall have brought an action or In case of a claim under this policy, the Company shall have the interposed a defense as required or permitted by the provisions of following additional options: this policy, the Company may pursue any litigation to final (a) To Pay or Tender Payment of the Amount of Insurance, determination by a court of competent jurisdiction and expressly To pay or tender payment of the amount of insurance under this reserves the right, in its sole discretion, to appeal from any adverse policy together with any costs, attorneys' fees and expenses incurred judgment or order. by the insured claimant, which were authorized by the Company, up to (d) In all cases where this policy permits or requires the the time of payment or tender of payment and which the Company is Company to prosecute or provide for the defense of any action or obligated to pay. proceeding, the insured shall secure to the Company the right to so Upon the exercise by the Company of this option, all liability and prosecute or provide defense in the action or proceeding, and all obligations to the insured under this policy, other than to make the appeals therein, and permit the Company to use, at its option, the payment required, shall terminate, including any liability or obligation name of the insured for this purpose. Whenever requested by the to defend, prosecute, or continue any litigation, and the policy shall Company, the insured, at the Company's expense, shall give the be surrendered to the Company for cancellation. Company all reasonable aid (i) in any action or proceeding, securing (b) To Pay or Otherwise Settle With Parties Other than the evidence, obtaining witnesses, prosecuting or defending the action or Insured or With the Insured Claimant. proceeding, or effecting settlement, and (ii) in any other lawful act (i) to pay or otherwise settle with other parties for or in which in the opinion of the Company may be necessary or desirable the name of an insured claimant any claim insured against under this to establish the title to the estate or interest as insured. If the policy, together with any costs, attorneys' fees and expenses incurred Company is prejudiced by the failure of the insured to furnish the by the insured claimant which were authorized by the Company up to required cooperation, the Company's obligations to the insured under the time of payment and which the Company is obligated to pay; or the policy shall terminate, including any liability or obligation to (ii) to pay or otherwise settle with the insured claimant defend, prosecute, or continue any litigation, with regard to the the loss or damage provided for under this policy, together with any matter or matters requiring such cooperation. costs, attorneys' fees and expenses incurred by the insured claimant 5. Proof of Loss or Damage. which were authorized by the Company up to the time of payment In addition to and after the notices required under Section 3 of and which the Company is obligated to pay. these Conditions and Stipulations have been provided the Company, a Upon the exercise by the Company of either of the options proof of loss or damage signed and sworn to by the insured claimant provided for in paragraphs (b)(i) or (ii), the Company's obligations to shall be furnished to the Company within 90 days after the insured the insured under this policy for the claimed loss or damage, other claimant shall ascertain the facts giving rise to the loss or damage. than the payments required to be made, shall terminate, including any The proof of loss or damage shall describe the defect in, or lien or liability or obligation to defend, prosecute or continue any litigation. encumbrance on the title, or other matter insured against by this policy which constitutes the basis of loss or damage and shall state, 7. Determination, Extent of Liability to the extent possible, the basis of calculating the amount of the loss This policy is a contract of indemnity against actual monetary or damage. If the Company is prejudiced by the failure of the insured loss or damage sustained or incurred by the insured claimant who claimant to provide the required proof of loss or damage, the has suffered loss or damage by reason of matters insured against by Company's obligations to the insured under the policy shall terminate, this policy and only to the extent herein described. including any liability or obligation to defend, prosecute, or continue ed The liability of the Company under this policy shall not exceed any litigation, with regard to the matter or matters requiring such d the least of: proof of loss or damage. (i) the Amount of Insurance stated in Schedule A, or, In addition, the insured claimant may reasonably be required to (ii) the difference between the value of the insured estate submit to examination under oath by any authorized representative of or interest as insured and the value of the insured estate or interest the Company and shall produce for examination, inspection and subject to the defect, lien or encumbrance insured against by this copying, at such reasonable times and places as may be designated policy. by any authorized representative of the Company, all records, books, (b) The company will pay only those costs, attorneys' fees and ledgers, checks, correspondence and memoranda, whether bearing a expenses incurred in accordance with Section 4 of the Conditions and date before or after Date of Policy, which reasonably pertain to the Stipulations. loss or damage. Further, if requested by any authorized representative 8. Apportionment of the Company, the insured claimant shall grant its permission, in If the land described in Schedule A consists of two or more writing, for any authorized representative of the Company to examine, parcels which are not used as a single site, and a loss is established inspect and copy all records, books, ledgers, checks, correspondence 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 If a payment on account of a claim does not fully cover the loss insurance under this policy was divided pro rata as to the value on of the insured claimant, the Company shall be subrogated to these Date of Policy of each separate parcel to the whole, exclusive of any rights and remedies in the proportion which the Company's payment improvements made subsequent to Date of Policy, unless a liability or bears to the whole amount of the loss. value has otherwise been agreed upon as to each parcel by the If loss should result from any act of the insured claimant, as Company and the insured at the time of the issuance of this policy stated above, that act shall not void this policy, but the Company, in and shown by an express statement or by an endorsement attached that event, shall be required to pay only that part of any losses to this policy. insured against by the policy which shall exceed the amount, if any, 9. Limitation of Liability lost to the Company by reason of the impairment by the insured (a) If the Company establishes the title, or removes the alleged claimant of the Company's right of subrogation. defect, lien or encumbrance, or cures the lack of a right of access to (b) The Company's Rights Against Non-Insured Obligors. or from the land, or cures the claim of unmarketability of title, all as The Company's right of subrogation against non-insured obligors insured, in a reasonably diligent manner by any method, including shall exist and shall include, without limitation, the rights of the insured litigation and the completion of any appeals therefrom, it shall have to indemnities, guaranties, other policies of insurance or bonds, fully performed its obligations with respect to that matter and shall notwithstanding any terms or conditions contained in those instruments not be liable for any loss or damage caused thereby. which provide for subrogation rights by reason of this policy. (b) In the event of any litigation, including litigation by the 14. Arbitration. Company or with the Company's consent, the Company shall have no Unless prohibited by applicable lave, arbitration pursuant to liability for loss or damage until there has been a final determination the Title Insurance Arbitration Rules of the American Arbitration by a court of competent jurisdiction, and disposition of all appeals Association may be demanded if agreed to by both the Company therefrom, adverse to the title as insured. and the insured. Arbitrable matters may include, but are not (c) The Company shall not be liable for loss or damage to any limited to, any controversy or claim between the Company and insured for liability voluntarily assumed by the insured in settling any the insured arising out of or relating to this policy, any service of claim or suit without the prior written consent of the Company. the Company in connection with its issuance or the breach of a 10. Reduction of Insurance; Reduction or Termination of Liability policy provision or other obligation. Arbitration pursuant to this All payments under this policy, except payments made for costs, Policy and under the Rules in effect on the date the demand for attorneys' fees and expenses, shall reduce the amount of the arbitration is made or, at the option of the insured,the Rules in insurance pro tanto. effect at Date of Policy shall be binding upon the parties.The 11. Liability Non-cumulative. award may include attorneys fees only if the laws of the state in It is expressly understood that the amount of insurance under which the land is located permit a court to award attorneys fees this policy shall be reduced by any amount the Company may pay to a prevailing party. Judgment upon the award rendered by the under any policy insuring a mortgage to which exception is taken in Arbitrator(s) may be entered in any court having jurisdiction Schedule B or to which the insured has agreed, assumed, or taken thereof. subject, or which is hereafter executed by an insured and which is a The law of the situs of the land shall apply to an charge or lien on the estate or interest described or referred to in arbitration under the Title Insurance Arbitration Rules. Schedule A, and the amount so paid shall be deemed a payment A copy of the Rules may be obtained from the Company under this policy to the insured owner. upon request. 12. Payment of Loss. 15. Liabililty Limited to this Policy; Policy Entire Contract. (a) No payment shall be made without producing this policy (a) This policy together with all endorsements, if any, attached for endorsement of the payment unless the policy has been lost or hereto by the Company is the entire policy and contract between the destroyed, in which case proof of loss or destruction shall be insured and the Company. In interpreting any provision of this policy, furnished to the satisfaction of the Company. this policy shall be construed as a whole. (b) When liability and the extent of loss or damage has been (b) Any claim of loss or damage, whether or not based on definitely fixed in accordance with these Conditions and Stipulations, negligence, and which arises out of the status of the title to the the loss or damage shall be payable within 30 days thereafter. estate or interest covered hereby or by any action asserting such claim, shall be restricted to this policy. 13. Subrogation Upon Payment or Settlement. (c) No amendment of or endorsement to this policy can be made (a) The Company's Right of Subrogation. except by a writing endorsed hereon or attached hereto signed by either Whenever the Company shall have settled and paid a claim the President, a Vice President, the Secretary, an Assistant Secretary, or under this policy, all right of subrogation shall vest in the Company validating officer or authorized signatory of the Company. unaffected by any act of the insured claimant. 16. Severability. The Company shall be subrogated to and be entitled to all In the event any provision of the policy is held invalid or rights and remedies which the insured claimant would have had unenforceable under applicable law, the policy shall be deemed not to against any person or property in respect to the claim had this policy include that provision and all other provisions shall remain in full not been issued. If requested by the Company, the insured claimant force and effect. shall transfer to the Company all rights and remedies against any person or property necessary in order to perfect this right of 17. Notices, Where Sent. subrogation. The insured claimant shall permit the Company to sue, All notices required to be given the Company and any statement in compromise or settle in the name of the insured claimant and to use writing required to be furnished the Company shall include the number of the name of the insured claimant in any transaction or litigation this policy and shall be addressed to the Company at its home office, involving these rights or remedies. 400 Second Avenue South,Minneapolis, Minnesota 55401,(612)371-1111.