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Kansas Trustee's Deed & Owner's Policy of Title Insurance 11111 II11111IIIIIIIIIIIIII111111111IIIIIIIIIIII IIIIIIIIII NIIIIUI11111111 REBECCA SEEMAN ^.REGISTER OF DEEDS SALINE COUNTY KANSAS )Book:1307 Page: 616-617 LAND TITLE SERViCES, INC. ' - -i36 N. 7th Street ��' .,��s"•�`Receipt #: 100948 Recording Fee: S26.00 Saline,KS Street Pages Recorded: 2 C nl BILE i ��` N Date Recorded: 1/15/2016 3: 58:41 PM KANSAS TRUSTEE'S DEED On this `'t day of January, 2016, JOHN K. VANIER II, Trustee, under The John K. Vanier II Trust dated July 15, 1997 ("Trust"), as GRANTOR, hereby conveys to the City of Salina, Kansas, as GRANTEE, the following-described real estate in Saline County, Kansas: Lots Eighty (80) and Eighty-two (82) on Fourth Street, Original Town of Salina, Saline County Kansas subject however, to easements, restrictions, reservations, rights of way, and other matters of record. No consideration. No Kansas real estate sales validation questionnaire required per K.S.A. 79-1437e(a)(4). Upon being first duly sworn upon oath, GRANTOR further covenants that: (1) GRANTOR is the Trustee under the Trust, to which the above-described real estate was conveyed by a deed recorded on May 11, 2007, in Deed Book 1150, at Page 1741, in the Office of the Register of Deeds of Saline County, Kansas; (2) the Trust is a revocable trust; (3)the Trust remains in full force and effect at this time; (4) GRANTOR is the duly qualified and acting sole Trustee under the Trust; and(5) as such Trustee, GRANTOR is authorized,pursuant to the Trust and without any limitation whatever, to convey all of the above-described real estate. THE JOHN K. VANIER II TRUST By: —rraF Jo K. Vanier II, Trustee ACCEPTANCE CITY OF SALINA, KANSAS ByC feet* .n ':lanchardztypr' ATTEST: •%E C Entered 1r rr r'i2ecort i tyeffice,this iq l l�l COUNTY ela ©t _ L n -�_ -- __=_ A.D.202L Shan ' Wicks, CMC, City Clerk 9• SQ' ounty Clerk '%,'OF KPH,,,, Book: 1307 Page: 617 / ACKNOWLEDGEMENTS STATE OF KANSAS, COUNTY OF SALINE, ss: This instrument was subscribed, sworn to, and acknowledged before me on January/1' 2016, by JOHN K. VANIER II, Trustee, under The John K. Vanier II Trust dated July 15, 1997. My appointment expires: 4 CARLA J.IIEGLER 1 Notary Public NOTARY PUBLIC Printed name: C aY 1 a 3-, z;e9 l er t`i',- STATE OF KANSAS My APpt.®xp - " 20//Q STATE OF KANSAS, COUNTY OF SALINE, ss: This instrument was acknowledged before me on January IL 2016, by Jon R. Blanchard as Mayor and Shandi Wicks, CMC, as City Clerk of the City of Salina, Kansas. My appointment expires: \ '\ ' tii.f— 1 , 'MICHELE R. ORR-MUTHS otary ', blic Notary Public-(8—144 of Kan✓S�'s Printed name: k, e V - Off tt My'Appt.Expires Y,.-14 1 p12/ f OWNER'S POLICY OF TITLE INSURANCE Policy Issuer: LAND TITLE SERVICES,INC. 136 N 7TH SALINA,KS 67402-0922 PHONE:(785)823-7223 * * * * * Policy Number OX-09954036 File Number: T115-13163 * * Issued by Old Republic National Title Insurance Company * * Any notice of claim and any other notice or statement in writing required to be given to the * * Company under this Policy must be given to the Company at the address shown in Section 18 of the Conditions. COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE,THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B,AND THE CONDITIONS,OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY,a Florida corporation(the"Company")insures,as of Date of Policy and,to the extent stated in Covered Risks 9 and 10,after Date of Policy,against loss or damage,not exceeding the Amount of Insurance,sustained or incurred by the Insured by reason of: 1.Title being vested other than as stated in Schedule A. 2.Any defect in or lien or encumbrance on the Title.This Covered Risk includes but is not limited to insurance against loss from: (a)A defect in the Title caused by (i)forgery,fraud,undue influence,duress,incompetency,incapacity,or impersonation; (ii)failure of any person or Entity to have authorized a transfer or conveyance; (iii)a document affecting Title not properly created,executed,witnessed,sealed,acknowledged,notarized,or delivered; (iv)failure to perform those acts necessary to create a document by electronic means authorized by law; (v)a document executed under a falsified,expired,or otherwise invalid power of attorney; (vi)a document not properly filed,recorded,or indexed in the Public Records including failure to perform those acts by electronic means authorized by law;or (vii) a defective judicial or administrative proceeding. . (b)The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable,but unpaid. (c)Any encroachment,encumbrance,violation,variation,or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term"encroachment"includes encroachments of existing improvements located on the Land onto adjoining land,and encroachments onto the Land of existing improvements located on adjoining land. 3.Unmarketable Title. 4.No right of access to and from the Land. 5.The violation or enforcement of any law,ordinance,permit,or governmental regulation(including those relating to building and zoning)restricting, regulating,prohibiting,or relating to (a)the occupancy,use,or enjoyment of the Land; (b) the character,dimensions,or location of any improvement erected on the Land; (c)the subdivision of land;or (d)environmental protection if a notice,describing any part of the Land,is recorded in the Public Records setting forth the violation or intention to enforce,but only to the extent of the violation or enforcement referred to in that notice. Countersigned: OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY A Stock Company 400 Second Avenue South,Minneapolis,Minnesota 55401 (612)371-1111 Aai- -(4-- Authorized 0 cer or L i` ed Agent By T?- President '''...,S n5 oRT Form 4309 Attest °`�„- L „t i Secretary ALTA Owners Policy of Title Insurance 6-17-06 rt'vw°,,,,«9=0° OWNER'S POLICY OF TITLE INSURANCE SCHEDULE A Name and Address of Title Insurance Company: Old Republic Title Insurance Co S. Central Div. 11960 Westline Industrial Dr, Suite 230 St. Louis, MO 63146 File Number: TI15-13163 Policy Number: OX 09954036 Address Reference: Lots 80 &82 on 4th St, Original Town of Salina Salina, KS 67401 Amount of Insurance: $ 21,000.00 Premium: $ 208.00 Date of Policy: January 15, 2016 1. Name of Insured: City of Salina, Kansas 2. The estate or interest in the Land that is insured by this policy is: Fee Simple 3. Title is vested in: City of Salina, Kansas 4. The Land referred to in this policy is described as follows: SEE EXHIBIT AATTACHED HERETO Land Title Services, Inc. -7/5)a/9P -a24?)'11-t- By: Kathy J. Chaput ALTA Owner's Policy Schedule A(6/17/06) (TI15-13163.PFD/TI15-13163/10) Old Republic Title Insurance Co S. Central Div. SCHEDULE B File Number: TI15-13163 Policy Number: OX 09954036 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. Any lien, or right to lien, for services, labor, or material heretofore or hereafter furnished, imposed by law and not shown by Public Records. 2. Any encroachment, encumbrance, violation, variation or adverse circumstances affecting Title that would be disclosed by an accurate and complete survey of the Land or that could be ascertained by an inspection of the Land. 3. Easements, or claims of easements, not shown by the Public Records. 4. Right or claims of parties in possession not shown by the Public Records. 5. Taxes or special assessments, if any, not shown as existing liens by the Public Records. 6. General Taxes for all of the year 2015 and all subsequent years and all special assessments due and payable therewith. 7. Restrictions and Easements, if any, as set out in Plat Book A-1, Page 2. NOTE: Any Provisions in the Conditions and Stipulations of the Policy Referring to Arbitration are Hereby Deleted. ALTA Owner's Policy (T115-13163.PFD/T115-13163/9) Schedule B(6/17/06) • Old Republic Title Insurance Co S. Central Div. EXHIBIT A File Number: TI15-13163 Policy Number: OX 09954036 The Land referred to in this policy is described as follows: Lots Eighty(80) and Eighty-two (82) on Fourth Street, Original Town of Salina, Saline County, Kansas ALTA Owner's Policy ExhibitA (T115-13163.PFD/TI15-13163/9) 6.An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action,describing any part of the Land,is recorded in the Public Records,but only to the extent of the enforcement referred to in that notice. 7.The exercise of the rights of eminent domain if a notice of the exercise,describing any part of the Land,is recorded in the Public Records. 8.Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge. 9.Title being vested other than as stated in Schedule A or being defective (a)as a result of the avoidance in whole or in part,or from a court order providing an alternative remedy,of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy,state insolvency,or similar creditors'rights laws;or (b)because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state insolvency,or similar creditors'rights laws by reason of the failure of its recording in the Public Records (i)to be timely,or (ii)to impart notice of its existence to a purchaser for value or to a judgment or lien creditor. 10.Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. The Company will also pay the costs,attorneys'fees,and expenses incurred in defense of any matter insured against by this Policy,but only to the extent provided in the Conditions. EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of (b)not Known to the Company, not recorded in the Public this policy,and the Company will not pay loss or damage,costs, Records at Date of Policy,but Known to the Insured Claimant attorneys'fees,or expenses that arise by reason of: and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an 1. (a)Any law,ordinance,permit,or governmental regulation Insured under this policy; (including those relating to building and zoning)restricting, (c)resulting in no loss or damage to the Insured Claimant; regulating,prohibiting,or relating to (d)attaching or created subsequent to Date of Policy (however,this does not modify or limit the coverage provided (i)the occupancy,use,or enjoyment of the Land; under Covered Risk 9 and 10);or (ii)the character,dimensions,or location of any (e)resulting in loss or damage that would not have been improvement erected on the Land; sustained if the Insured Claimant had paid value for the Title. (iii)the subdivision of land;or (iv)environmental protection; 4.Any claim,by reason of the operation of federal bankruptcy,state insolvency,or similar creditors'rights laws,that the transaction or the effect of any violation of these laws,ordinances,or govern- vesting the Title as shown in Schedule A,is mental regulations. This Exclusion 1(a)does not modify or limit the coverage provided under Covered Risk 5. (a)a fraudulent conveyance or fraudulent transfer;or (b)Any governmental police power. This Exclusion 1(b)does not (b)a preferential transfer for any reason not stated in Covered modify or limit the coverage provided under Covered Risk 6. Risk 9 of this policy. 2.Rights of eminent domain.This Exclusion does not modify or limit 5.Any lien on the Title for real estate taxes or assessments imposed the coverage provided under Covered Risk 7 or 8. by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument 3.Defects,liens,encumbrances,adverse claims,or other matters of transfer in the Public Records that vests Title as shown in Schedule A. (a)created,suffered,assumed,or agreed to by the Insured Claimant; Page 2 • CONDITIONS 1.DEFINITION OF TERMS purchase,lease,or lend if there is a contractual condition requiring The following terms when used in this policy mean: the delivery of marketable title. (a)"Amount of Insurance": The amount stated in Schedule A,as may be increased or decreased by endorsement to this policy, increased 2. CONTINUATION OF INSURANCE by Section 8(b),or decreased by Sections 10 and 11 of these Conditions. The coverage of this policy shall continue in force as of Date of (b)"Date of Policy": The date designated as"Date of Policy"in Policy in favor of an Insured,but only so long as the Insured retains Schedule A. an estate or interest in the Land,or holds an obligation secured by (c)"Entity": A corporation,partnership,trust,limited liability a purchase money Mortgage given by a purchaser from the Insured, company,or other similar legal entity. or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy (d)"Insured": The Insured named in Schedule A. shall not continue in force in favor of any purchaser from the (i)The term"Insured"also includes Insured of either(i)an estate or interest in the Land,or(ii)an (A)successors to the Title of the Insured by operation of law as obligation secured by a purchase money Mortgage given to the distinguished from purchase,including heirs,devisees,survivors, Insured. personal representatives,or next of kin; (B)successors to an.Insured by dissolution,merger,consolidation, 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT distribution,or reorganization; The Insured shall notify the Company promptly in writing(i)in case (C)successors to an Insured by its conversion to another kind of of any litigation as set forth in Section 5(a)of these Conditions,(ii) Entity; in case Knowledge shall come to an Insured hereunder of any claim (D)a grantee of an Insured under a deed delivered without of title or interest that is adverse to the Title,as insured,and that payment of actual valuable consideration conveying the Title might cause loss or damage for which the Company may be liable (1)if the stock,shares,memberships,or other equity by virtue of this policy,or(iii)if the Title,as insured,is rejected as interests of the grantee are wholly owned by the Unmarketable Title. If the Company is prejudiced by the failure of named Insured, the Insured Claimant to provide prompt notice,the Company's (2)if the grantee wholly owns the named Insured, liability to the Insured Claimant under the policy shall be reduced (3)if the grantee is wholly-owned by an affiliated to the extent of the prejudice. Entity of the named Insured,provided the affiliated 4. PROOF OF LOSS Entity and the named Insured are both wholly-owned In the event the Company is unable to determine the amount of by the same person or Entity,or loss or damage,the Company may,at its option,require as a condition (4)if the grantee is a trustee or beneficiary of a trust of payment that the Insured Claimant furnish a signed proof of loss. created by a written instrument established by the The proof of loss must describe the defect,lien,encumbrance,or Insured named in Schedule A for estate planning other matter insured against by this policy that constitutes the purposes. basis of loss or damage and shall state,to the extent possible,the (ii)With regard to(A),(B),(C),and(D)reserving,however,all rights basis of calculating the amount of the loss or damage. and defenses as to any successor that the Company would have had against any predecessor Insured. 5. DEFENSE AND PROSECUTION OF ACTIONS (e)"Insured Claimant": An Insured claiming loss or damage. (a)Upon written request by the Insured,and subject to the options (f)"Knowledge"or"Known": Actual knowledge,not constructive contained in Section 7 of these Conditions,the Company,at its knowledge or notice that may be imputed to an Insured by reason of own cost and without unreasonable delay,shall provide for the the Public Records or any other records that impart constructive defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured.This obligation notice of matters affecting the Title. is limited to only those stated causes of action alleging matters (g)"Land": The land described in Schedule A,and affixed improvements insured against by this policy. The Company shall have the right to that by law constitute real property. The term"Land"does not select counsel of its choice(subject to the right of the Insured to include any property beyond the lines of the area described in object for reasonable cause)to represent the Insured as to those Schedule A,nor any right,title,interest,estate,or easement in stated causes of action. It shall not be liable for and will not pay abutting streets,roads,avenues,alleys,lanes,ways,or waterways, the fees of any other counsel. The Company will not pay any fees, but this does not modify or limit the extent that a right of access to costs,or expenses incurred by the Insured in the defense of those and from the Land is insured by this policy. causes of action that allege matters not insured against by this policy. (h)"Mortgage": Mortgage,deed of trust,trust deed,or other security (b)The Company shall have the right,in addition to the options instrument,including one evidenced by electronic means authorized contained in Section 7 of these Conditions,at its own cost,to by law. institute and prosecute any action or proceeding or to do any (i)"Public Records": Records established under state statutes at other act that in its opinion may be necessary or desirable to Date of Policy for the purpose of imparting constructive notice of establish the Title,as insured,or to prevent or reduce loss or matters relating to real property to purchasers for value and without damage to the Insured. The Company may take any appropriate action under the terms of this policy,whether or not it shall be Knowledge. With respect to Covered Risk 5(d),"Public Records" liable to the Insured. The exercise of these rights shall not be an shall also include environmental protection liens filed in the records admission of liability or waiver of any provision of this policy. of the clerk of the United States District Court for the district where If the Company exercises its rights under this subsection,it must the Land is located. do so diligently. (j)"Title": The estate or interest described in Schedule A. (c)Whenever the Company brings an action or asserts a defense (k)"Unmarketable Title":Title affected by an alleged or apparent as required or permitted by this policy,the Company may pursue matter that would permit a prospective purchaser or lessee of the the litigation to a final determination by a court of competent Title or lender on the Title to be released from the obligation to jurisdiction,and it expressly reserves the right,in its sole discretion,to appeal any adverse judgment or order. Page 3 CONDITIONS(con't) 6. DUTY OF INSURED CLAIMANT TO COOPERATE policy. In addition,the Company will pay any costs,attorneys'fees, (a)In all cases where this policy permits or requires the Company and expenses incurred by the Insured Claimant that were authorized to prosecute or provide for the defense of any action or proceeding by the Company up to the time of payment and that the Company is and any appeals,the Insured shall secure to the Company the right obligated to pay;or to so prosecute or provide defense in the action or proceeding, (ii) To pay or otherwise settle with the Insured Claimant the loss including the right to use,at its option,the name of the Insured for or damage provided for under this policy,together with any costs, this purpose. Whenever requested by the Company,the Insured, attorneys'fees,and expenses incurred by the Insured Claimant that at the Company's expense,shall give the Company all reasonable were authorized by the Company up to the time of payment and that aid(i)in securing evidence,obtaining witnesses,prosecuting or the Company is obligated to pay. defending the action or proceeding,or effecting settlement,and (ii)in any other lawful act that in the opinion of the Company may Upon the exercise by the Company of either of the options provided be necessary or desirable to establish the Title or any other matter for in subsections(b)(i)or(ii),the Company's obligations to the Insured as insured. If the Company is prejudiced by the failure of the under this policy for the claimed loss or damage,other than the Insured to furnish the required cooperation,the Company's obligations payments required to be made,shall terminate, including any liability to the Insured under the policy shall terminate,including any or obligation to defend,prosecute,or continue any litigation. liability or obligation to defend,prosecute,or continue any litigation, with regard to the matter or matters requiring such cooperation. 8.DETERMINATION AND EXTENT OF LIABILITY (b)The Company may reasonably require the Insured Claimant to This policy is a contract of indemnity against actual monetary loss or submit to examination under oath by any authorized representative damage sustained or incurred by the Insured Claimant who has suffered of the Company and to produce for examination,inspection,and loss or damage by reason of matters insured against by this policy. copying,at such reasonable times and places as may be designated (a)The extent of liability of the Company for loss or damage under by the authorized representative of the Company,all records,in this policy shall not exceed the lesser of whatever medium maintained, including books,ledgers,checks, (i)the Amount of Insurance;or memoranda,correspondence,reports,e-mails,disks,tapes,and (ii)the difference between the value of the Title as insured and the videos whether bearing a date before or after Date of Policy,that value of the Title subject to the risk insured against by this policy. reasonably pertain to the loss or damage. Further,if requested by (b)If the Company pursues its rights under Section 5 of these any authorized representative of the Company,the Insured Claimant Conditions and is unsuccessful in establishing the Title,as insured, shall grant its permission,in writing,for any authorized representative (i)the Amount of Insurance shall be increased by 10%,and of the Company to examine,inspect,and copy all of these records (ii)the Insured Claimant shall have the right to have the loss or in the custody or control of a third party that reasonably pertain to damage determined either as of the date the claim was made by the loss or damage. All information designated as confidential by the Insured Claimant or as of the date it is settled and paid. the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless,in the reasonable (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 judgment of the Company,it is necessary in the administration of accordance with Sections 5 and 7 of these Conditions. the claim. Failure of the Insured Claimant to submit for examination under oath,produce any reasonably requested information,or g.LIMITATION OF LIABILITY grant permission to secure reasonably necessary information from (a)If the Company establishes the Title,or removes the alleged third parties as required in this subsection,unless prohibited by defect,lien,or encumbrance,or cures the lack of a right of access law or governmental regulation,shall terminate any liability of the to or from the Land,or cures the claim of Unmarketable Title,all as Company under this policy as to that claim. insured, in a reasonably diligent manner by any method,including OR OTHERWISE SETTLE CLAIMS; litigation and the completion of any appeals,it shall have fully 7. OPTIONS TO PAY O performed its obligations with respect to that matter and shall not TERMINATION OF R OTHERWISE In case of a claim under this policy,the Company shall have the be liable for any loss or damage caused to the Insured. Inllo case o additional lam options: (b)In the event of any litigation,including litigation by the Company or with the Company's consent,the Company shall have no liability (a)To Pay or Tender Payment of the Amount of Insurance. for loss or damage until there has been a final determination by a To pay or tender payment of the Amount of Insurance under this court of competent jurisdiction,and disposition of all appeals, policy together with any costs,attorneys'fees,and expenses adverse to the Title,as insured. incurred by the Insured Claimant that were authorized by the (c)The Company shall not be liable for loss or damage to the Company up to the time of payment or tender of payment and that Insured for liability voluntarily assumed by the Insured in settling the Company is obligated to pay. any claim or suit without the prior written consent of the Company. Upon the exercise by the Company of this option,all liability and obligations of the Company to the Insured under this policy,other 10. REDUCTION OF INSURANCE;REDUCTION OR TERMINATION than to make the payment required in this subsection,shall terminate, OF LIABILITY including any liability or obligation to defend,prosecute,or contin- All payments under this policy,except payments made for costs, ue any litigation. attorneys'fees,and expenses,shall reduce the Amount of Insurance (b)To Pay or Otherwise Settle With Parties Other Than the Insured by the amount of the payment. 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 Page 4 • CONDITIONS(con't) 11.LIABILITY NONCUMULATIVE policy,this policy shall be construed as a whole. The Amount of Insurance shall be reduced by any amount the Company (b)Any claim of loss or damage that arises out of the status of the pays under any policy insuring a Mortgage to which exception is taken Title or by any action asserting such claim shall be restricted to this in Schedule B or to which the Insured has agreed,assumed,or taken policy. subject,or which is executed by an Insured after Date of Policy and (c)Any amendment of or endorsement to this policy must be in which is a charge or lien on the Title,and the amount so paid shall be writing and authenticated by an authorized person,or expressly deemed a payment to the Insured under this policy. incorporated by Schedule A of this policy. 12.PAYMENT OF LOSS (d)Each endorsement to this policy issued at any time is made a When liability and the extent of loss or damage have been definitely part of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states,it does not(i)modify fixed in accordance with these Conditions,the payment shall be made any of the terms and provisions of the policy,(ii)modify any prior within 30 days. endorsement,(iii)extend the Date of Policy,or(iv)increase the 13.RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT Amount of Insurance. (a)Whenever the Company shall have settled and paid a claim 16.SEVERABILITY under this policy,it shall be subrogated and entitled to the rights of In the event any provision of this policy,in whole or in part, is held the Insured Claimant in the Title and all other rights and remedies invalid or unenforceable under applicable law,the policy shall be in respect to the claim that the Insured Claimant has against any deemed not to include that provision or such part held to be invalid,but person or property,to the extent of the amount of any loss,costs, all other provisions shall remain in full force and effect. attorneys'fees,and expenses paid by the Company. If requested by the Company,the Insured Claimant shall execute documents to 17.CHOICE OF LAW;FORUM evidence the transfer to the Company of these rights and remedies. (a)Choice of Law: The Insured acknowledges the Company has The Insured Claimant shall permit the Company to sue,compromise, underwritten the risks covered by this policy and determined the or settle in the name of the Insured Claimant and to use the name premium charged therefor in reliance upon the law affecting interests of the Insured Claimant in any transaction or litigation involving in real property and applicable to the interpretation,rights,remedies, these rights and remedies. or enforcement of policies of title insurance of the jurisdiction If a payment on account of a claim does not fully cover the loss of where the Land is located. the Insured Claimant,the Company shall defer the exercise of its Therefore,the court or an arbitrator shall apply the law of the right to recover until after the Insured Claimant shall have recovered jurisdiction where the Land is located to determine the validity of its loss. claims against the Title that are adverse to the Insured and to (b)The Company's right of subrogation includes the rights of the interpret and enforce the terms of this policy. In neither case shall Insured to indemnities,guaranties,other policies of insurance,or the court or arbitrator apply its conflicts of law principles to deter- bonds,notwithstanding any terms or conditions contained in those mine the applicable law. instruments that address subrogation rights. (b)Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or 14.ARBITRATION federal court within the United States of America or its territories Either the Company or the Insured may demand that the claim or having appropriate jurisdiction. controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association 18. NOTICES,WHERE SENT • ("Rules"(. Except as provided in the Rules,there shall be no joinder Any notice of claim and any other notice or statement in writing or consolidation with claims or controversies of other persons. required to be given to the Company under this policy must be given to Arbitrable matters may include,but are not limited to,any controversy the Company at 400 Second Avenue South, Minneapolis, or claim between the Company and the Insured arising out of or relating Minnesota 55401-2499. to this policy,any service in connection with its issuance or the breach of a policy provision,or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is$2,000,000 or less shall be arbitrated at the option of either the Company or the Insured. All arbitrable matters when the Amount of Insurance is in excess of$2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction. 15.LIABILITY LIMITED TO THIS POLICY;POLICY ENTIRE CON- TRACT (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 Page 5