HomeMy WebLinkAbout2010-005 Executive Real Estate Contract for 4100 Riverside DriveRESOLUTION NO. R-2010-005
A RESOLUTION AUTHORIZING EXECUTION OF A REAL ESTATE CONTRACT IN
CONNECTION WITH THE PURCHASE OF PROPERTY LOCATED AT 4100 RIVERSIDE
DRIVE.
WHEREAS, the Board of Aldermen find it is in the best interest of the City to enter into a
real estate contract for the purchase of property located at 4100 Riverside Drive according to the
terms and conditions set forth in Exhibit "A" attached hereto;
NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE
CITY OF RAYTOWN, MISSOURI, AS FOLLOWS:
THAT the Mayor is hereby authorized to execute and deliver the Real Estate Contract
by and between Kitterman, Inc. and the City of Riverside, Missouri in substantially the same
form as attached hereto as Exhibit "A" and the City Clerk is authorized to attest thereto;
FURTHER THAT the City Administrator, Mayor and/or Finance Director are hereby
authorized to execute all documents necessary to carry out the terms and conditions of such
Real Estate Contract and to effectuate the purchase of real property contemplated therein
and the City Clerk is authorized to attest thereto.
PASSED AND ADOPTED by the Board of Aldermen and APPROVED by the Mayor
of the City of Riverside, Missouri, the 7th day of April, 2010.
Kathleen L. Rose, Mayor
ATTEST:
Robin Littrell, City Clerk
Approved as to Form:
Nancy Thompson, City Attorney
COMMERCIAL AND INDUSTRIAL
REAL ESTATE SALE CONTRACT
1. PARTIES: This contract ("Contract") is made by Kitterman. Inc. SELLER, and _
The City of Riverside. Missouri BUYER, and is effective as of the date and time of Seller's acceptance on the
signature page of this Contract (the "Effective Date").
2. PROPERTY: Seller sells to Buyer the following-described real estate, together with any buildings and
improvements thereon, and all personal property used in the operation of the buildings and improvements, including,
if any, all mechanical systems, fixtures and equipment, heating, ventilating and air-conditioning equipment,
electrical systems and lighting, plumbing equipment and fixtures, floor coverings, windows and doors, screens and
awnings, exterior fencing and keys.
all of which is commonly known and numbered as 4100 Riverside Drive in the City of Riverside
in Platte County, State of Missouri .and is legally described on Exhibit `A' attached.
Such real estate and other property shall be collectively referred to in this Contract as the "Property".
3. EXCEPTIONS: The Property shall be subject, however, to the Permitted Exceptions (as defined in
paragraph 8 of this Contract), zoning ordinances and laws and the following existing leases or tenancies: None.
4. PURCHASE PRICE: The purchase price is Six Hundred Fifty-Four Thousand and No/100
DOLLARS ($654.000.00) which Buyer agrees to pay as follows: Ten Thousand and No/100 DOLLARS
($10.000.00) at the signing of this contract as Earnest Money which is to be deposited UPON EXECUTION OF
THIS CONTRACT (and in no case later than two business days following the Effective Date) in the insured trust or
escrow account of First American Title Insurance Company ("Escrow Agent") as part of the consideration of the
sale; the balance to be paid in guaranteed funds or cashier's check at Closing (as defined in this Contract), adjusted
at Closing for prorations, closing costs and other agreed expenses. Closing costs, including recording fees, shall be
shared equally between Buyer and Seller. Seller shall be solely responsible for paying 2008, 2009 and prorated
2010 property taxes and Levee fees at Closing.
5. CLOSING DATE: Subject to all the provisions of this Contract, the closing of this Contract (the
"Closing") shall take place at the offices of First American Title Insurance Company on the date which is sixty
(60) days following the Effective Date of this Contract (unless such date should fall on a Saturday, Sunday or legal
holiday, in which case the following business clay) or prior thereto by mutual consent, and possession shall be
delivered at Closing, subject to any tenancy rights as described herein.
6. EXISTING FINANCING: Unless otherwise provided in this Contract, Seller shall make any payments
required on existing mortgages or deeds of trust until Closing. The property shall be transferred free and clear of
any liens and encumbrances except for real estate tax liens for 20l 0 taxes not yet due an pay able.
7. PROBATIONS: The rents, income and expenses from the Property, and the interest on any existing
mortgages or deeds of trust to which this sale is made subject, shall be prorated between Seller and Buyer as of
Closing. Seller shall pay all general real estate taxes levied and assessed against the Property, and all installments of
special assessments for the years prior to the calendar year of Closing. All such taxes and installments of special
assessments becoming due and accruing during the calendar year of Closing shall be prorated between Seller and
Buyer on the basis of such calendar year, as of Closing. U the amount of any tax or special assessment cannot be
ascertained at Closing, proration shall be computed on the amount for the preceding year's tax or special assessment.
Buyer shall assume and pay all such taxes and installments of special assessments accruing after the Closing.
8. TITLE INSURANCE: Seller shall deliver and pay for an owner's ALTA title insurance policy insuring
marketable fee simple title to Buyer in the amount of the purchase price as of the time and date of recordation of
Seller's Special Warranty Deed, subject only to the Permitted Exceptions defined below. Seller shall, as soon as
possible and not later than fifteen (15) days after the Effective Date of this Contract, cause to be famished to Buyer
a current commitment to issue the policy (the "Title Commitment"), issued through First American Title Insurance
Company (the "Title Company"). Buyer shall have ten (10) days after receipt of the Title Commitment (the
"Review Period") in which to notify Seller in writing of any objections Buyer has to any matters shown or referred
to in the Title Commitment. Any matters that are set forth in the Title Commitment and to which Buyer does not
CC 2252316v2
object within the Review Period shall be deemed to be permitted exceptions to the status of Seller's title (the
"Permitted Exceptions"). With regard to items to which Buyer does so object in writing, Seller shall have twenty-
one (21) days from date of receipt of buyer's notice of objections ("Cure Period") to cure said objections, except that
the upaid 2008 and 2009 real estate taxes and levy fees shall be paid from Seller's proceeds at the Closing. If Seller
does not cure objections by the end of the Cure Period, Buyer may either cancel this Contract in which case the
Earnest Money shall be returned to Buyer or Buyer may, within five (5) days from the expiration of the cure period,
waive such objections and proceed to Closing hereunder.
9. INSPECTIONS: Seller shall grant Buyer reasonable access to the Property for thirty (30L days after
the Effective Date of this Contract (the "Inspection Period") for the purpose of inspecting the physical condition of
the Property. Buyer's inspection rights shall include performing roof inspections, environmental tests or audits,
foundation and mechanical inspections and such other inspections as Buyer may reasonably request. Buyer agrees
to repair any damage to the Property arising from these inspections and to the extent allowed by law without any
waiver of Sovereign Immunity be responsible for any liabilities accruing as a result thereof. Buyer's obligations
imposed by this paragraph shall survive termination of this Contract. If Buyer determines that the physical
condition of the Property is not suitable for Buyer, Buyer shall provide written notice to Seller on or before the end
of the Inspection Period that this Contract is terminated. In the absence of such termination notice, this inspection
condition shall be deemed satisfied, and Buyer shall be deemed to be thoroughly acquainted and satisfied with the
physical condition of the Property, other than as set forth in paragraph 13 of this Contract.
10. RELIANCE ON INSPECTIONS: Buyer agrees that it is relying entirely on its inspections of the
Property for any information pertaining to the Property or its condition. Buyer acknowledges that it has the
opportunity under this Contract to investigate al] aspects of the Property and to make all inspections and
investigations which Buyer deems necessary. Buyer acknowledges that in maknig this purchase Buyer is not relying
upon any representation, warranty, promise or statement, express or implied, to Buyer, or to anyone acting for or on
behalf of Buyer, concerning the Property-
11. REAL ESTATE BROKER: Seller and Buyer agree that Harbinger Property Group, LLC, Brokers
identified in the Real Estate Agency Disclosure attached to this Contract, is the only real estate broker involved in
negotiating this sale, and Seller agrees to pay a sales commission of twenty thousand dollars $20,000.00 to Broker,
which commission shall be paid at Closing. The provisions of this paragraph shall survive Closing or termination of
this Contract.
12. DELIVERY OF DEED; PAYMENT; llISBURSEMENT OF PROCEEDS: At or before Closing,
Seller agrees to properly execute and deliver into escrow a Special Warranty Deed, a Warranty Bill of Sale for any
nonrealty portion of the Property, and all other documents and funds reasonably necessary to complete the Closing.
The Special Warranty Deed shall convey to Buyer marketable fee simple title to the Property, free and clear of all
liens and encumbrances, other than the Permitted Exceptions. At or before the Closing, Seller and Buyer each
agree to deliver into escrow a cashier's check or guaranteed funds sufficient to satisfy its respective obligations
under this Contract. Seller understands that, unless otherwise agreed, disbursement of proceeds will not be made
until after the Special Warranty Deed or the instrument of conveyance, and, if applicable, the mortgage/deed of trust
have been recorded and the Title Company can issue the title policy with only the Permitted Exceptions.
13. INSURANCE; MAINTENANCE; CASUALTY; CONDEMNATION; CHANGE OF CONDITION:
Seller agrees to maintain Seller's current fire and extended coverage insurance on the Property until Closing. Seller
shall do ordinary and necessary maintenance, upkeep and repair to the Property through Closing. If, before Closing,
all or any part of the Property is taken by eminent domain, or if a condemnation proceeding has been filed or is
threatened against the Property or any part thereof, or if all or any part of the Property is destroyed or materially
damaged after the Inspection Period, Seller shall promptly provide written notice to Buyer of any such event.
UPON NOTICE OF SUCH OCCURRENCE, Buyer may reinspect the Property and may, by written notice to Seller
within ten (10) days after receiving Seller's notice, terminate this Contract. Unless this Contract is so terminated, it
shall remain in full force and effect, and Seller shall at Closing assign and transfer to Buyer all of Seller's rights, title
and interest in and to any awards that may be made for any taking and any insurance proceeds payable on account of
casualty. If anon-material change in condition occurs with respect to the Property, Seller shall remedy such change
before Closing. The provisions of this paragraph shall survive Closing or termination of this Contract.
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CC 2252316v2
14. FOREIGN INVES1Tv>ENT: Seller represents that Seller is not a foreign person as described in the
Foreign Investment in Real Property Tax Act and agrees to deliver a certificate at Closing to that effect which shall
contain Seller's tax identification number.
15. TERMINATION: If this Contract is terminated by either party pursuant to a right expressly given in
this Contract, Buyer shall be entitled to an immediate return of the Earnest Money deposit, and neither party shall
have any further rights or obligations under this Contract except as otherwise stated in this Contract.
16. DEFAULT AND REMEDIES: Seller or Buyer shall be in default under this Contract if either fails to
comply with any material covenant, agreement or obligation within any time limits required by this Contract.
Following a default by either Seller or Buyer under this Contract, the other party shall have the following remedies,
subject to the provisions of paragraph 17 of this Contract:
(a) If Seller defaults, Buyer may (i) spcx;ifically enforce this Contract and recover damages suffered by
Buyer as a result of the delay in the acquisition of the Property; or (ii) terminate this Contract by written notice to
Seller, and, at Buyer's option, pursue any remedy and damages available at law or in equity. If Buyer elects to
terminate this Contract, the Earnest Money shall be returned to Buyer upon written demand.
(b) If Buyer defaults, Seller may terminate this Contract with written notice to Buyer and retain the
Earnest Money as liquidated damages as Seller's sole remedy (the parties recognizing that it would be extremely
difficult to ascertain the extent of actual damages caused by Buyer's breach, and that the Earnest Money represents
as fair an approximation of such actual damages as the parties can now determine).
If, as a result of a default under this Contract, either Seller or Buyer employs an attorney to enforce its
rights, the defaulting party shall, unless prohibited by law, reimburse the nondefaulting party for all reasonable
attorney's fees, court costs and other legal expenses incurred by the nondefaulting party in connection with the
default.
17. DISPOSITION OF EARNEST MONEY AND OTHER FUNDS AND DOCUMENTS: In the absence
of written escrow instructions, and notwithstanding any other terms of this Contract providing for forfeiture or
refund of the Earnest Money, the Escrow Agent shall not distribute the Earnest Money or other escrowed funds or
documents, once deposited, without the written consent of all parties to this Contract. A party's signature on a
closing statement prepared by the Escrow or Closing Agent shall constitute such consent. In the absence of either
written consent or written notice of a dispute, failure by either Buyer or Seller to make written demand upon the
other party and upon the Escrow Agent for rehcrn or forfeiture of the Earnest Money, other escrowed funds or
documents within sixty (60) days after receiving written notice of cancellation of this Contract, shall constitute
consent to distribution of all funds and documents deposited with the Escrow Agent as suggested in any such
certified letter or written demand.
If a dispute arises over the disposition of funds or documents deposited with the Escrow Agent that results
in litigation, any attorney's fees, court costs and other legal expenses incurred by the Escrow Agent in connection
with such dispute shall be paid by the non-prevailing party as between Buyer and Seller, and if none, then shall be
borne equally by Buyer and Seller.
18. ENTIRE AGREEMENT AND MANNI~R OF MODIFICATION: This Contract, and any attachments
or addendums hereto, constitute the complete agreement of the parties concerning the Property, supersede all other
agreements and may be modified only by initialing changes in this Contract or by written agreement.
19. NOTICES: All notices, consents, approvals, requests, waivers, objections or other communications
(collectively "notices") required under this Contract (except notice given pursuant to paragraph 17 of this Contract)
shall be in writing and shall be served by hand. delivery, by prepaid United States certified mail, return receipt
requested, or by reputable overnight delivery service guaranteeing next-day delivery and providing a receipt. All
notices shall be addressed to the parties at the respective addresses as set forth below, except that any party may, by
notice in the manner provided above, change this address for all subsequent notices. Notices shall be deemed served
and received upon the earlier of the third day following the date of mailing (in the case of notices mailed by certified
mail) or upon delivery (in all other cases). A party's failure or refusal to accept service of a notice shall constitute
delivery of the notice.
20. DEADLINE FOR ACCEPTANCE: Buyer's offer to purchase the Property from Seller shall expire if
Seller has not accepted this Contract by signing an delivering a fully executed copy to Buyer, on or before the earlier
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CC 2252316v2
of (i) Buyer delivering written notice to Seller that Buyer's offer to enter into this Contract is withdrawn or (ii)
March 15. 2010 at 4:00 p.m. CST.
21. TIME AND F,XACT PERFORMANCE ARE OF THE ESSENCE UNDER THIS CONTRACT.
22. ENVIRONMENTAL AUDIT: Within thirty (30) days after the Effective Date of this Contract, at its
sole cost and expense, Buyer may conduct a Phase I Environmental Audit of the Property for review by Buyer,
Seller and Buyer's lender. The audit may include but is not limited to contaminants, toxic waste, asbestos, and
underground fuel storage tanks. Within five (5) days following the Buyer's receipt of the audit, Buyer may object to
any items reflected in the audit by delivering written notice of such objections to Seller. If Seller fails or is unable to
remove items objected to by Buyer within twenty (20) days of receipt of such written notice from Buyer, Buyer may
either terminate this Contract, and the Earnest Money shall be promptly returned to Buyer, or waive such objections
and close the sale.
23. ALTA/ACSM SURVEY: Within thirty (30) days after the Effective Date of this Contract, at its sole
cost and expense, Buyer may conduct an AL"fA/ACSM Land Title Survey of the Property to be conveyed
hereunder, for review by Buyer, Seller, Buyer's lender and the Title Company. Within five (5) days following the
Buyer's receipt of the survey, Buyer may object t.o any items reflected in the survey by delivering written notice of
such objections to Seller. If Seller fails or is unable to remove items objected to by Buyer within twenty (20) days of
receipt of such written notice from Buyer, Buyer may either terminate this Contract, and the Earnest Money shall be
promptly returned to Buyer, or waive such objections and close the sale.
IN WTTNESS WHEREOF, Seller and Buyer execute this Contract on the date(s), and at the time(s),
indicated below their respective signatures.
Kitterman, Inc., SELLER
By:
Date: 4-1-10
Mailing Address: 4100 Riverside Street, KC MO 64150
Telephone: 816-741-3000
City of Riverside, Missouri, BUYER
By: Kathleen L. Rose
Date: 4-7-10
Mailing Address:
2950 NW Vivion Rd. Riverside, Mo. 641550
Telephone: 816-741-3993
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CC 2252316v2
AGENCY DISCLOSURE ADDENDUM
SELLER/LANDLORD: Kitterman Inc.
BUYER/TENANT: City of Riverside MO
PROPERTY: 4100 Riverside Drive Riverside MO
THE FOLLOWING DISCLOSURE IS MADE IN COMPLIANCE WITH MISSOURI AND KANSAS REAL ESTATE LAWS AND
RULES AND REGULATIONS. APPLICABLE SECTIONS BELOW MUST BE CHECKED 8 COMPLETED FOR BOTH
SELLER/LANDLORD & BUYER/TENANT.
Seller/Landlord and Buyer/Tenant acknowledge that the real estate licensee involved in this transaction may be acting as agents of
the Seller/Landlord, agents of the Buyer/Tenant, Transaction Brokers or Discosed Dual Agents (Available only in MissouA).
Licensees acting as an agent of the Seller/Landlord have a duty to represent the Seller's/Landlord's interest and will not be the
agent of the Buyer/Tenant. INFORMATION GNEN BY THE BUYER/TENANT TO A LICENSEE ACTING AS AN AGENT OF THE
SELLER/LANDLORD WILL BE DISCLOSED TO THE SELLERMNDLORD. Licensees acting as an agent of the
Buyer/Tenant have a duty to represent the Buyer's/Tenant's interest and will not be an agent of the Seller/Landlord.
INFORMATION GIVEN BY THE SELLERMNDLORD TO A LICENSEE ACTING AS AN AGENT OF THE BUYER/TENANT
WILL BE DISCLOSED TO THE BUYER/TENANT. LICENSEES ACTING IN THE CAPACITY OF A TRANSACTION BROKER
ARE NOT AGENTS FOR EITHER PARTY AND DO NOT ADVOCATE THE INTERESTS OF EITHER PARTY. LICENSEES
ACTING AS DISCLOSED DUAL AGENTS (available in Missouri only) ARE ACTING AS AGENTS FOR BOTH THE
SELLER/LANDLORD AND THE BUYER/TENANT, and when acting as a Disclosed Dual Agent, a separate Dual Agency
Disclosure Addendum is required. SELLER/LANDLORD AND BUYER/TENANT HEREBY ACKNOWLEDGE THAT THE REAL
ESTATE BROKERAGE RELATIONSHIPS BROCHURE HAS BEEN FURNISHED TO THEM, AND THAT THE BROKERAGE
RELATIONSHIPS WERE DISCLOSED TO THEM OR THEIR RESPECTNE AGENTS AND/OR TRANSACTION BROKERS NO
LATER THAN THE FIRST SHOWING, UPON FIRST CONTACT, OR IMMEDIATELY UPON THE OCCURRENCE OF ANY
CHANGE TO THAT RELATIONSHIP.
SELLER/LANDLORD AND BUYER/TENANT CONFIRMATION OF BROKERAGE AGENCY RELATIONSHIPS:
A. Listing Licensee is functioning as:
X Seller'slLandlord's Agent
□ Designated Seller's/Landlord's Agent (in Kansas, Supervising Broker acts as a Transaction Broker)
□ Disclosed Dual Agent, and SELLER/LANDLORD agree, if applicable, to sign a Discbsed Dual Agency Agreement. (Missouri
Only)
□ Transaction Broker and SELLER/LANDLORD agrees, if applicable, to sign a Transaction Broker Agreement. Seller/ Landlord
is not being represented.
□ SELLER/LANDLORD is not being represented.
B. Selling Licensee is functioning as:
□ Buyer's/Tenant's Agent
□ Seller's/Landlord's Agent
□ Designated BUYER'SITENANTSRgent (in Kansas, Supervising Broker acts as a Transaction Broker)
□ Designated Seller's/Landlord's Agent in Buyer'slTenant's Purchase of the Property (in Kansas, Supervising Broker acts as
a Transaction Broker)
□ Disclosed Dual Agent, and BUYER/TENANT agree, if applicable, to sign a Disclosed Dual Agency Agreement (MO Only)
□ Subagent
□Transaction Broker and BUYER/TENANT agrees, if applicable, to sign a Transaction Broker Agreement. BuyerJTenant is not
being represented.
X BUYER/TENANT is not being represented.
PAYMENT OF COMMISSION:
All brokerage fees, to include but not limited to broker commissions, broker administrative commissions and other fees shall be paid
out of escrow at Closing as described in the terms of the respective agency agreements or other Seller/Buyer agreements.
SellerslLandlordsavd Buyers/Tenants understand and agree that Broker may be compensated by more than one party in the
transaction.
CAREFULLY READ THE TERMS HEREOF BEFORE SIGNING. WHEN SIGNED BY ALL PARTIES, THIS DOCUMENT
BECOMES PART OF A LEGALLY BINDING CONTRACT.
IF NOT UNDERSTOOD, CONSULT AN ATTORNEY BEFORE SIGNING.
Licensees also hereby certify that they are licensed to sell real estate in the state in which the Property is located.
Kathleen L. Rose 4-7-10
SELLER/LANDLORD DATE BUYER/TENANT Mayor, City of Riverside DATE
LICENSEE ASSISTING SELLER/LANDLORD DATE LICENSEE ASSISTING BUYER/TENANT DATE
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CC 2252316v2
LEASE AGREEMENT
THE CITY OF RIVERSIDE, MIS50URI, a Missouri municipal corporation
("Landlord") and HITTERMAN, INC., a Missouri corporation ("Tenant") hereby enter into
this Lease Agreement as of this 13`~ day of May, 2010, in connection with the sale this date of
the property at 4100 Riverside Drive, Riverside, Missouri (the "Premises"), from Tenant as
seller to Landlord as buyer.
Landlord hereby leases to Tenant a portion of the Premises sufficient to allow Tenant to
utilize certain manufacturing equipment in the Premises for the purposes of completing the
manufacture of certain items, for a term beginning on the date hereof, i. e. May 13, 2010, and
ending at 5:00 p.m. on May 22, 2010. This Lease shall include the right of parking and the right
of ingress and egress to and from the Premises for such employees as may be necessary to
operate such equipment, and load in materials and remove manufactured items, and for other
purposes reasonably necessary in connection with such manufacture.
In consideration of this Lease Agreement, Tenant agrees to convey certain personal
property on the Premises to Landlord at the closing of the sale transaction, which conveyance is
set forth in a separate Bill of Sale dated this same date.
Tenant agrees to maintain liability insurance on the property and to continue to insure its
equipment and personal property on the Property until all such items are removed. Tenant will
defend and indemnify Landlord against any claims, losses or expenses resulting from Tenant's
occupancy and use of the Property under this Lease Agreement.
In addition to the above, Landlord agrees that Tenant shall have until the expiration of
this Lease to remove from the Property all other items of personal property and personal effects.
Any such items remaining after such deadline shall become the property of Landlord and maybe
disposed of as Landlord sees fit.
Landlord and Tenant have executed this Lease Agreement at Riverside, Missouri, on this
13th day of May, 2010.
Landlord:
THE CITY OF RIVERSIDE,
MISSOURI
By: Kathleen L. Rose
Print Name: Kathleen L. Rose
Print Title: Mayor
Tenant:
KITTERMAN, INC., a Missouri
corporation
By: Don G. Robertson
Print Name: Don G. Robertson
Print Title. Chairman of the Board
CC 2265782v1
BILL OF SALE
In consideration of Ten and no/100 Dollars ($10.00), in consideration of the.closing this
day of a transaction whereby the.Buyer is purchasing from the Seller the real estate located at
4100 Riverside Drive, Riverside, Missouri, and in consideration of a Lease being entered into
between Seller as landlord and Buyer as tenant dated this same date, KITTERMAN, INC., a
Missouri corporation ("Seller") hereby grants, sells, conveys, transfers and delivers to THE
CITY OF RIVERSIDE, MISSOURI, a Missouri municipal corporation ("Buyer")the
following:
Office furniture (the "Personal Property") which is currently located in three offices at
the building known as 4100 Riverside Drive, Riverside,. Missouri.
Buyer and its successors and assigns shall have all right, title and interest to each and
every item of the above-described Personal Property, and Seller shall have no right, title or
interest in any of the same after the date hereof.
Seller represents and warrants to Buyer that (a) Seller is the lawful owner of all of the
Personal Property conveyed hereunder, (b) Seller has full right, power and authority to sell the
same to Buyer, and- (c) the Personal Property is free and clear of all liens, security interests or
encumbrances of any kind.
INTENDING to be fully bound hereby, Seller has executed this Bill of Sale at Riverside,
Missouri, on this 13th day of May, 2010.
Seller: KITTERMAN, INC., a Missouri corporation
Don G. Robertson
Chairman of the Board
CC 2265765v1
Recorded in Platte County, Missouri
Recording Date/Time: 05/13/2010 at 01:08:23 PM
Instr Number: 2010005523
Book: 1156 Page: 968
Type: TRWD
Pages:
Fee: $33.00 S
GLORIA BOYER
Electronically Recorded Recorder of Deeds
SPECIAL WARRANTY DEED
This Indenture is made on this 13th day of May, 2010, by and between KITTERMAN,
INC., a Missouri corporation, of the County of Jackson, State of Missouri, whose address is One
Ward Parkway, Suite 330, Kansas City, Missouri 64112 (the "Grantor"} and THE CITY OF
RIVERSIDE, MISSOURI, a Missouri municipal corporation, of the County of Platte, State of
Missouri, whose address is 2950 N.W. Vivion Road, Riverside, Missouri 64150 (the
"Grantee"}.
WITNESSETH, THAT GRANTOR, in consideration of the sum of TEN DOLLARS
($10.00) and other good and valuable consideration, to it paid by Grantee (the receipt of which is
heteby acknowledged) does by these presents, SELL and CONVEY unto Grantee its successors
and assigns, the following described lots, tracts or parcels of land, lying, being and situate in the
County of Platte, State of Missouri, to-wit, together with all buildings, fixtures and
improvements thereon:
All that real estate described on Exhibit "A" extachad hereto and incorporated herein by
this reference as though fully set forth.
Subject, however, to the permitted exceptions described on Exhibit "B" attached hereto
and incorporated herein by this reference as though fully set forth.
TO HAVE AND TO HOLD The premises aforesaid with all and singular, the rights,
privileges, appurtenances and immunities thereto belonging or in anywise appertaining unto the
said party of the second part and unto its assigns forever; the said Grantor hereby covenanting
that the said premises are free and clear from any encumbrance done or suffered by it and that it
will warrant and defencd the title to said premises unto Grantee and unto its successors and
assigns, forever, against the lawful claims and demands of atl persons claiming under Grantor.
CC 2265743v1
Electronic Recording
Original Document
Filed 5/13/2010
Book 1156 Page 968
SPECIAL WARRANTY DEED
This Indenture is made on this 13th day of May, 2010, by and between KITTERMAN,
INC., a Missouri corporation, of the County of Jackson, State of Missouri, whose address is One
Ward Parkway, Suite 330, Kansas City, Missouri 64112 (the "Grantor") and THE CITY OF
RIVERSIDE, MISSOURI, a Missouri municipal corporation, of the County of Platte, State of
Missouri, whose address is 2950 N.W. Vivion Road, Riverside, Missouri 64150 (the
"Grantee").
WITNESSETH, THAT GRANTOR, in consideration of the sum of TEN DOLLARS
($ 10.00) and other good and valuable consideration, to it paid by Grantee (the receipt of which is
hereby acknowledged) does by these presents, SELL and CONVEY unto Grantee its successors
and assigns, the following described lots, tracts or parcels of land, lying, being and situate in the
County of Platte, State of Missouri, to-wit, together with all buildings, fixtures and
improvements thereon:
All that real estate described on Exhibit "A" attached hereto and incorporated herein by
this reference as though fully set forth.
Subject, however, to the permitted exceptions described on Exhibit "B" attached hereto
and incorporated herein by this reference as though fully set forth.
TO HAVE AND TO HOLD The premises aforesaid with all and singular, the rights,
privileges, appurtenances and immunities thereto belonging or in anywise appertaining unto the
said party of the second part and unto its assigns forever; the said Grantor hereby covenanting
that the said premises are free and clear from any encumbrance done or suffered by it and that it
will warrant and defend the title to said premises unto Grantee and unto its successors and
assigns, forever, against the lawful claims and demands of all persons claiming under Grantor.
CC 2265743v1
IN WITNE5S WHEREOF, Grantor has caused this Special Warranty Deed to be
executed ihe day and year above written.
KITTERMAN, INC., a Missouri corporation
By: Don G. Robertson
Don G. Robertson
Chairman of the Board
STATE OF MISSOURI )
) ss
COUNTY OF Clay )
On this 13th day of May, 2012, before me, the undersigned, a Notary Public in and for
said County and State, appeared Don G. Robertson, to me duly sworn, did say that he was
Chairman of the Board of Kitterman, Inc., a Missouri corporation, and that said instrument was
signed on behalf of said corporation by authority of its Board of Directors, and said Don G.
Robertson acknowledged and said instrument to be the free act and deed of said corporation.
P. Randall
Notary Public
P. RANDALL
Notary Publlc, Notary Seal
State of Missouri
Clay County
Commission #09762721
My Commission Expires August 30, 2013
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CC 2265743v1
Exhibit "A"
Legal Description
All that part of the Southwest Quarter of Section 4, Township 50, Range 33, Riverside, Platte
County, Missouri, described as follows:
Beginning at a point on the Southerly line of Lot 2, RENNER PLAZA NO. 5 a subdivision of
land in Platte County, Missouri, according to the recorded plat thereof said point being North 84°
22' 47" West as measured along said Southerly line 275.0 feet from the Southeast comer of said
Lot 2; thence South 5° 15° 38° East and pazallel to the Westerly line of West Riverside Street as
now established 150.0 feet; thence North 84° 22' 47" West and parallel to the Southerly line of
said Lot 2, 61.13 feet; thence South 5° 15' 47" East 50.21 feet; thence North 84° 22' 47" West
336.17 feet to a point in the centerline of Line Creek as the same as now situated; thence North
3° 25' 55" East along the centerline of Line Creek 196.76 feet; thence South 84° 22' 47" East
367.0 feet to the point of beginning.
AND
Part of the Southeast Quarter of Section 4, Township 50, Range 33 in Platte County, Missouri,
described as follows:
Beginning at the Southeast corner of Lot 2, RENNER PLAZA No. 5 and runiring thence
Southerly along the Westerly line of West Riverside Street as shown on said plat of Renner Plaza
No. 5 a distance of 150 feet; thence Westerly and parallel to the Southerly line of said Lot 2, a
distance of 275 feet; thence Northerly and parallel to the Westerly line of West Riverside Street
150 feet to a point on the Southerly line of Lot 2 aforesaid; thence Easterly along the Southerly
line of said Lot 2, a distance of 275 feet to point of beginning.
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CC 2265743v1
Exhibit "B"
Permitted Exceptions
1. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting
the title that would be disclosed by an accurate and complete land survey of the Property.
2. Easement in favor of Kansas City Power & Light Company as set forth in instsument
recorded 06/24/1957 in Book 200 at page 458.
3. Easement in favor of Kansas-City Power & Light Company as set forth in instrument
recorded 06/23/1963 in Book 257 at page 221.
4. Declaration of Party Wall recorded 05/15/72 in Book 384 at page 505, as Document No.
36522.
5. Terms, provisions and easements as set out in Case No. 99CC00930 filed 04/21/99 in the
circuit Court of Platte County and recorded 08/02/99 in Book 911 at page 743 as Document No.
13897 regarding the Riverside-Quindaro Bend Levee District of Platte County Missouri.
6. Decrease in area, if any, of the premises in yuestion by erosion and the consequences of
any part or futture change in the location of Line Creek, which forms the Westerly boundary of
the subject land or any dispute arising over the location of the old bed of Line Creek or any
variance between the Wesferly boundary as originally conveyed and the Westerly boundary
hereof as now used and occupied and to any inconsistencies created by accretions or avulsions, if
any.
7. Rights of upper and lower riparian owners in and to the free and unobstructed flow of the
water of Line Creek, which forms a boundary of the premises in question, with diminution or
pollution.
8. The Property lies within the boundaries of the Parkville Special Road District and is
subject to assessments by reason thereof.
9. The Property lies within the boundaries of the Line Creek Sewage Improvement District
and is subject to assessments by reason thereof.
10. Except that part taken or used fox roadway purposes.
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CC 2265743v1
OWNERS POLICY OF TITLE 1NSURANCE
lssued By POLICY NUMBER
MO 1413288-OP
Agents National Title Insurance
Agents National Title Insurance Company
1207 West Broadway Suite C
Columbia, MO 65203
573-442-3351 Fax 573-442-3927 www.AgentsTitle.com
SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAWED IN
SCHEDULE B, AND THE CONDITIONS, AGENTS NATIONAL TITLE, a Missouri 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) faiiure of any person or Entity to have authorized a transfer or conveyance;
(iii) a document affecting Titie not properly created, executed, witnessed, sealed, acknowledged, notarized, or
delivered;
(iv) faflure to perform those acts necessary to create a document by electronic means authorized by law;
(v) a document executed under a falsified, expired, or othervvise 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, vfolation, variation, or adverse circumstance affecting the Title that would be
disclosed` by an accurate and complete and 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 adjofning land.
3. Unmarketable Title
4. No right of access to and from the Land
5. The violation or enforcement of any law, ordinance, permit, or governmenta 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 ff a notice of the exercise, describing any part of the Land, is recorded in
the Public Records.
2006 ALTA Owners Policy of Title Insurance: Issued by Agenis National Title Insurance Company Page t of 4
. . .
8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without
Knowledge.
9. Titie being vested other than as stated in Schedule A or being defective
(a) as a resuft of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a
transfer of ail or any part of the titie 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 e ent provided in the Conditions.
Attest
President
EXCLUSIONS FROM C VERAGE
The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or
damage, costs, attorneys' fees, or expenses that arise by reason of.
1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning)
restricting, regulating, prohibiting, or relating to
(i) the occupancy, use, or enjoyment of the Land;
(ii) the character, dimensions, or location of any improvement erected on the Land;
(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 coverage 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 matters
(a) created, suffered, assumed, or agreed to by the Insured Claimant;
(b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured
Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured
Claimant became an Insured under this po icy;
(c) resulting in no loss or damage to the Insured Claimant;
(d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided
under Covered Risk 9 and 10); or
(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.
2006 ALTA Owners Policy of Title Insurance Issued by Agents National Title Insurance Company M01413288-OP Page 2 of 4
. Issued by
Agents National Title
Insurance Company
1207 West Broadway Suite C
Columbia, MO 65203
573-442-3351
SCHEDULE A
File No. KC-IT-7084-10 Policy No. MO1413288-OP
Amount of Insurance $654,000.00 Premium $ 286.68
Date of Policy May 13, 2010 at 01:08 PM
1. Name of Insured:
The City of Riverside, Missouri
2. The estate or interest in the land which is covered by this policy is:
Fee Simple
3. Title to the estate or interest in the land is vested in:
The City of Riverside, Missouri
4. The land referred to in this policy is described as follows:
SEE SCHEDULE C ATTACHED HERETO
NOT VALID UNLESS SCHEDULE B IS ATTACHED
NOT VALID UNLESS FNT06 POLICY 7ACKET ATTACHED
INTEGRITY LAND TITLE COMPANY, INC.
By:
INTEGRITY LAND TITLE COMPANY, INC.
FNT06OP (KC-IT-7084-10.PPD/KC-IT-7084-10/32)
Agents National Title
Insurance Company
File No. KC-IT-7084-10 Policy No. MO1413288-OP
SCHEDULE B
EXCEPTIONS FROM COVERAGE
This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses)
which arise by reason of:
1. Defects, liens, encumbrances, adverse claims or other matters, if any, created, first appearing in the public records
or attaching subsequent to the effective date hereof; but prior to the date proposed insured acquires for value the
estate or interest or mortgage thereon covered by the commitment.
2. Any encroachment, encumbrance, violation, variation, or adverse circumstances affecting the Title that would be
disclosed by an accurate and complete land survey of the land.
3. Rights or claims of parties in possession not shown by the public records.
4. Easements, or claims of easements, not shown by the public records.
5. Any liens, or right to a lien, for services, labor, or material heretofore or hereafter furnished, imposed by law and
not shown by the public records.
6. Taxes or special assessments, which are not shown as existing liens by the public records.
7. Subject to an easement in favor of Kansas City Power & Light Company as set forth in instrument recorded
06/24/1957 in Book 200 at page 458.
8. Subject to an easement in favor of Kansas City Power & Light Company as set forth in instrument recorded
06/23/1963 in Book 257 at page 221.
9. Declaration of Party Wall recorded 05/15/72 in Book 384 at page 505, as Document No. 36522.
10. Terms, provisions and easements as set out in Case No. 99CC00930 filed 04/21/99 in the circuit Court of Platte
County and recorded 08/02/99 in Book 911 at page 743 as Document No. 13897 regarding the Riverside-Quindaro
Bend Levee District of Platte County Missouri.
11. Decrease in area, if any, of the premises in question by erosion and the consequences of any part or future change
in the location of Line Creek, which forms the Westerly boundary of the subject land or any dispute arising over the
location of the old bed of Line Creek or any variance between the Westerly boundary as originally conveyed and
the Westerly boundary hereof as now used and occupied and to any inconsistencies created by accretions or
avulsions, if any.
Rights of upper and lower riparian owners in and to the free and unobstructed flow of the water of Line Creek,
which forms a boundary of the premises in question, with diminution or pollution.
NOTE: This Company does not attempt to make a statement as to the effect of any Federal Flood Control Act,
Submerged Land Act or other related legislation.
12. The premises in question lies within the boundaries of the Parkville Special Road District and is subject to
assessments by reason thereof.
13. The premises in question lies within the boundaries of the Line Creek Sewage Improvement District and is subject
to assessments by reason thereof.
14. Except that part taken or used for roadway purposes.
15. The lien of taxes for the year 2009 and thereafter, none now due and payable.
FNT060P (KGIT-7084-10.PFD/KGIf-7084-10/32)
SCHEDULE B
(Continued)
File No. KC-IT-7084-10 Policy No. MO1413288-OP
16. Encroachments, overlaps, boundary line disputes, and any matters that would be disclosed by an accurate survey
and inspection of the premises.
17. Easements, or claims of easements, not shown by the public records.
NOT VALID UNLESS SCHEDULE A IS ATTACHED
NOT VALID UNLESS FNT06 POLICY ]ACKET ATTACHED
FNT06OP (KC-IT-7064-10.PFD/KC-IT-7084-10/32)
Agents National Title
Insurance Company
SCHEDULE C
File Number: KC-IT-7084-10 Policy Number: MO1413288-OP
The Land referred to in this policy is described as follows:
All that part of the Southwest Quarter of Section 4, Township 50, Range 33, Riverside, Platte County, Missouri, described
as follows: Beginning at a point on the Southerly line of Lot 2, RENNER PLAZA N0. 5 a subdivision of land in Platte
County, Missouri, according to the recorded plat thereof said point being North 84° 22' 47" West as measured aiong said
Southerly line 275.0 feet from the Southeast corner of said Lot 2; thence South 5° 15' 38" East and parallel to the
Westerly line of West Riverside Street as now established 150.0 feet; thence North 84° 2z' 47" West and parallel to the
Southerly line of said Lot 2, 61.13 feet; thence South 5° 15' 47" East 50.21 feet; thence North 84° 22' 47" West 336,17
feet to a point in the centerline of Line Creek as the same as now situated; thence North 3° 25' S5" East along the
centerline of Line Creek 196.76 feet; thence South 84° 22' 47" East 367.0 feet to the point of beginning.
AND
Part of the Southeast Quarter of Section 4, Township 50, Range 33 in Platte County, Missouri, described as follows;
Beginning at the Southeast corner of Lot 2, RENNER PLAZA No. 5 and running thence Southerly along the Westerly line
of West Riverside Street as shown on said plat of Renner Plaza No. 5 a distance of 150 feet; thence Westerly and parallel
to the Southerly line of said Lot 2, a distance of 275 feet; thence Northerly and parallel to the Westerly line of West
Riverside Street 150 feet to a point on the Southerly line of Lot 2 aforesaid; thence Easterly along the Southerly line of
said Lot 2, a distance of Z75 feet to point of beginning.
(KC-IT-7084-10.PFD/KC-IT-7084-10/32)
CONDITIONS AND STIPULATIONS
1. DEFINITION OF TERMS
The following terns when used in this policy mean:
(a) "Amount of Insurance": The amount stated in Schedule A, es 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 dale designated as "Dale 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 tens "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, consolidation, distribution, or
reorganization;
(C) successors to an Insured by its conversion to another kind of Entity,
(0)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 or 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 end the named Insured are both wholly -owned by
the same person tor 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.
(1) "Knowledge" or "Known": Actual knowledge, not constructive 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 descnbed in Schedule A, and affixed improvements that by law
constitute reel property. The term "Land" does not include any properly 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 secunty instrument, including
one evidenced by electronic means authorized by law.
O "Public Records": Records established under state statutes at Date of Policy for the
purpose of imparting constructive notice of matters relating to real properly to
purchasers for value and without Knowledge. With respect to Covered Risk 5(d),
"Pudic Records" shall also include environmental protection liens filed in the records of
the clerk of the United States District Court for the disthcl where the Land is located.
a)"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 AFTER CONVEYANCE OF TITLE
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 warranties 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 rase of any litigation as set
forth In Section 5(a) of these Conditions, (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 o1 this policy, or
(iii) if the Title, as insured, Is rejected as Urvnarketable 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.
4. PROOF OF LOSS
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 mat 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 extant 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 nght 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 establish the
Title, es insured, or to prevent or reduce lass or damage to the Insured. The
Company may take any appropriate action under the terms of this policy, whether or
not it shall be liable to the Insured. The exercise of these nghts shall not be an
admission of liability or waiver of any provision of this policy. If the Company
exercises its rights under this subsection, 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 me right, in its safe
discretion, to appeal any adverse judgment or order.
8. 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 nght to so prosecute or provide defense in the action or
proceeding, 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 (id, 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 furnish 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 10 submit to examination
under oath by any authorized representative of the Company and to produce for
examination, inspection, and copying, at such reasonable times 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 dale before or after Date
of Policy, that reasonably pertain to the loss or damage. Further, 11 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 damage. 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 scare reasonably necessary information from Third pares 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 wan
any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were
authorized by the Company 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 terminate, 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 casts, 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; 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 far in
subsections (b)(i) or (ii), the Company's obligations to the insured under this policy
for the calmed 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.
2006 ALTA Owners Policy of Title Insurance: Issued by Agents National Title Insurance Company MO1413288-0P Page 3 of 4
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 10 the risk insured against by this policy.
(h) 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 dam 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 Company will also pay those
costs, attorneys' fees, and expenses incurred in accordance with Sections 5 and 7 of
these Conditions.
LIMITATION OF LIABILITY
(a) If the Company establishes the Title. or removes the alleged defect, lien, or
encumbrance, or cures the lack of a right of access to or from the Land, or cures the
claim of Unmarketable Title, all as insured, in a reasonably diligent manner by any
method intluding 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 lass
or damage caused to the Insured.
(b) In me event of any litigation, including litigation by the Company or with the Company's
consent, the Company shall have no liability for loss or damage until there has been a
final determination 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 settling 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
subrogeted 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 Company 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.
11 a payment on account of a claim does not fully cover the Toss 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 eddress subrogation rights.
14. ARBITRATION (Hereby removed from policies issued in the following state(sy. Kansas)
Either the Company or the Insured may request that the claim or controversy shall be
submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American
Land Title Association ("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 10 by both the Company and the
Insured. Arbitration pursuant to this policy and under the Rules shall be non -binding upon
the parties and is voluntary, Judgment upon the award rendered by the Arbitrator(s) may
be entered in any court of competent junsdiction.
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 provisions. Except es the endorsement expressly states,
it does not (I) modify any of the terns 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 par, i5 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. 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 1207 West Broadway Suite
C, Columbia, MO 65203.
NOTE Bracketed I) material optional
2006 ALTA Owners Policy of Title Insurance: Issued by Agents National Title Insurance Company M01413288-0P
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