2 Lots 2 and 3 Crossroads PlazaCITYOF
:i~y Center Drive, PO Box 147
Inhassen, Minnesota 55317
Phone 612.93Z 1900
~eral Fax 612.93Z5739
;neering Fax 612.93Z9152
ic Safay Fax 612.934.2524
www. ci. chanhassen, mn. us
MEMORANDUM
TO:
FROM:
DATE:
Scott Botcher
Todd Gerhardt, Assistant City Manager
July 27, 1999
SUB J:
Public Hearing Regarding the Potential Sale of Land to
H. Dan Wright
Under state statutes, the City of Chanhassen must hold a public hearing when
considering the sale of city owned land (see attachment # 1). Attached you will
find a proposed purchase agreement with H, Dan' Wright. Mr. Wright is
proposing to build a $4.5 million, gO-unit hotel to serve our business community
(see attachment #3 for details).
The significant terms and conditions of the purchase agreement are as follows:
1. Purchase Price: $9.50 per sq. foot ((80,175.20 sq. X $9.50 = $76!,664.40)
2. Earnest Money:
$15,000.00 If the buyers H. Dan Wright, for.any reason
decides to terminate this agreement, the City of Chanhassen
is entitled to retain that' portion of the Earnest Money equal
to the out-of-pocket expenses incurredby the City of
Chanhassen in connection with the preparation and
performance of this agreement.
3. Closing:
Scheduled for November 1, 1999
4. Real Estate Commission: To be paid by the buyer.
Listed below is the "Economic Status Report" which highlights the City's holding
costs compared with the proposed revenue derived from the sale of the property
based on development of an 80-unit hotel.
i~y of Chanhassen. A growing community with clean lakes, quality schools, a charming downtown, thriVing bu~sinesses, and beautiflul parks. A ~reat place to live,'work, and
Mr. Scott Botcher
July 21, 1999
Page 2
Economic Status Report
HOLDING COSTS
Purchase Price: $1.50 per sq. foot X 80,175.20 sq. feet =
· The HRA purchased the property approximatelj nine years ago at $1.50 P~r
sq. foot X 80,175.20 sq. feet
Special Assessments: $2.12 X 80,175.20 sq. feet = [ $169,9~1.42 [
· Special ASsessments against the site are $2.12 3~' 80,175.20 sq. feet
I SUB-TOTAL $290,2~.22 I
Mi~. Expenses $.60 X 80,175.20 sq. feet = ~ $48,1~.12' I
· Miscellaneous expenses include detention pond land, wetland relocation;~
platting costs, soil borings, etc. X .60 per sq. foot'
TOTAL FOR HOLDING COSTS I $338,3b.34
REVENUES
Proposed Selling Price $9;50 per sq. foot X 80,175.20 sq. feet=
Taxes Income generated annually $150,0~0.00
Budding Permit Fee Permit fees, park/trail fees, hook-ups,etc.
Sewer/Water ~avenue - _ _. $12~ 0'00
I TOTAL REVENUES
SUmmary Assumption gl
REVENU~ Taxes, building permit fees, utilit!~s,, etc. $988,6~4.47-
HOLDING COSTS
TOTAL ' ~ -$650,~5;06
Summary Assumption g2 ~ '
~VENUE Cand only)
HOLD~G COSTS -'
Mr. Scott Botcher
July 21, 1999
Page 3
[TOTAL [ $423,325.06
RECOMMENDATION
Based on the Economic Status Report and the benefits of another
hotel serving our business community, staff would recommend
approving the purchase agreement with H. Dan Wright for the sale of
lots 2 and 4, Crossroads, 3rd Addition.
ATTACHMENTS
1. Statutes 469.029
2. Purchase Agreement
3. Information regarding Windgate Hotels and a proposed site plan.
g:\admin\tg\ltDanWright MemoToBotcher
REAL ESTATE PURCHASE AGREEMENT
THIS AGREEMENT (the "Agreement") made and entered into this ~/ day of
~_.Jg.4 [/~ ,1999, by and between H. DAN WRIGHT, 970 Helena Avenue North, P. O.
1
Box 28005, Oakdale, Minnesota 55128, or his assigns (referred to herein as the "Buyer"), and the
CiTY OF CHANHASSEN, a municipal corporation under the laws of the State of Minnesota,
with offices at 690 Coulter Drive, P.O. Box 147, Chanhassen, Minnesota 55317 (referred to
herein as the "Seller").
IN CONSIDERATION of the mutual covenants and agreements herein, it is hereby
mutually agreed by Seller and Buyer as follows:
SECTION 1.
SALE AND PURCHASE OF LAND
1.1) Seller shall sell to Buyer and Buyer shall purchase from Seller, upon the terms and
conditions hereof, the following property (all collectively referred to as the "Subject Property"):
1.1.1) The land in Carver County, Minnesota, legally described on Exhibit "A" to
be attached hereto and incorporated herein.
SECTION 2.
PUR(~HASE PRICE
2.1) The purchase price for the Subject Property (the "Purchase Price") shall be in a
dollar amount equal to Nine and 50/100 Dollars ($9.50) per square foot and shall be payable by
Buyer to Seller as follows:
2.1.1) Fifteen Thousand Dollars ($15,000.00) earnest money ("Earnest Money"),
to be deposited with Carver County Abstract and Title Company, the receipt of which is
hereby acknowledged; and
2.1.2) The balance of approximately Seven Hundred Forty Six Thousand Six
Hundred Sixty Two and 50/100 Dollars ($746,662.50) in cash on the date of Closing.
2.1.3) Seller and Buyer agree the size of the Subject Property is approximatgly
Eighty Thousand One Hundred Seventy Five (80,175) square feet. Upon receipt of final
survey on a form acceptable to Buyer, the total square footage of the Subject Property
shall be determined by Seller and Buyer. Upon such determination, the Purchase Price
shall be adjusted to comply with the terms set forth above.
SECTION 3.
TITLE MATTERS
3.1) Seller shall furnish to Buyer within twenty (20) days hereof a current commitment
for the issuance of an ALTA Form B owner's policy of title insurance (the "Commitment")
issued by Carver County Abstract and Title Company acceptable to Buyer ("Title") in the
amount of the Purchase, committing to insure that Buyer will have good and marketable title to
the Subject Property, deleting standard exceptions to title and subject only to: (a) real estate
taxes not yet due and payable; (b) rights of way and easements of record acceptable to Buyer's
title insurer; (c) declaration of restrictions; (d) zoning and all other restrictions regulations,
requirements, laws, etc., of all boards, bureaus, commissions and governmental bodies; and (e)
state of facts as shown on an accurate survey of the Subject Property (provided the same do not
render the title to the Subject Property unmarketable). Buyer shall have twenty days after receipt
of the Commitment to make any objections to the matters disclosed in the Commitment. Such
objections to be made in writing or deemed to be waived.
3.2) In the event any exceptions are listed in the Commitment for title insurance other
than listed above, the Seller shall cause the exception to be removed on or before the Closing
Date. If the Seller fails to remove the same within the time allowed for closing on the Subject
Property, the Buyer shall have the right to terminate this Agreement.
3.3) Seller shall furnish to Buyer a survey within thirty (30) days of the execution of this
Agreement.
2
SECTION 4.
CLOSING
4.1) The closing (the "Closing") shall be at a location designated by Seller, and shall
occur on or before November 1, 1999 at a location mutually acceptable to Seller and Buyer. The
Closing Date may be postponed for up to thirty (30) days in the event the City Council of Buyer
ha~ not approved the items referenced in Sections 7.6 and 7.7 of this Agreement by the Closing
Date.
4.2) On the Closing Date, Seller shall deliver to Buyer possession of the Subject
Property.
4.3) On the Closing Date, Seller shall execute and deliver to Buyer:
4.3.1) A duly executed warranty deed, subject to easements, declarations,
restrictions, covenants, levied assessments of record, standard exceptions of title; and to
any exceptions consented to by Buyer; and
4.3.2) A customary affidavit that there are no unsatisfied judgments of record, no
actions pending in any state or federal courts, no tax liens, and no bankruptcy proceeding
filed against Seller, and no labor or materials have been furnished to the Subject Property
for which payment has not been made, and that to the best of Seller's knowledge there are
no unrecorded interests relating to the Subject Property.
4.4) Seller shall pay at Closing all general real estate taxes levied against the Subject
Property due and payable for all years prior to the year of Closing, together with the unpaid
installment of levied'special assessments due in 1998. Buyer shall assume Payment of
installments of special assessments due in 2000 and years thereafter and shall be responsible for
payment of all special assessments which are associated with Buyer's anticipated development of
the Subject Property. Buyer shall pay for all general real estate taxes due and payable in years
subsequent to the year of Closing as well as special assessments which become pending after the
date of Closing. Seller and Buyer shall prorate taxes and installments of special assessments due
and payable the year of closing.
4.5) Seller shall pay at Closing:
4.5.1) state deed tax;
4.5.2) all costs associated with obtaining a title insurance commitment, including
name searches, tax searches, bankruptcy searches, and property inspection fees;
4.5.3) recording fees for corrective instruments required to remove encumbrances
and place marketable title in Buyer's name; and
4.5.4) all costs incurred for the survey described in Section 2.
4.6) Buyer shall pay at Closing:
4.6.1) all recording fees and charges relating to the filing of the deed;
4.6.2) title insurance premiums;
4.6.3) the closing fee charged by the title company;
4.6.4) all reimbursements due to Tires Plus Groupe, Ltd. for construction of
driveways, roads, parking areas and utilities pursuant to the Declaration of Restrictions
dated December 21, 1995; and
4.6.5) Real estate commissions owing to Cambridge Commercial Real Estate
Services / John Sheehan.
SECTION 5.
COVENANTS. REPRESENTATIONS. AND WARRANTIES OF SELLER
5.1) Seller, as an inducement to Buyer to enter into this Agreement, and as part of the
consideration therefor, represents, warrants, and covenants with Buyer and its successors and
assigns that:
5.1.1) There are no leases, options, purchase agreements, rights to redeem,
tenancy agreements, or fights of occupancy, written or verbal, and no person or party has,
or will have any rights of adverse possession, regarding the Subject Property;
4
5.1.2) Seller will maintain in force insurance against public liability from such
risk and to such limits as in accordance with prudent business practice and suitable to the
Subject Property from the date hereof to the Closing Date;
5.1.3) To the best knowledge of Seller, no entity or person has, at any time:
i)
"released" or actively or passively consented to the "release" or
"threatened release" of any Hazardous Substance (as defined
below) from any "facility" or "vessel" located on or used in
connection with the Subject Property or adjacent tracts; or
ii)
taken any action in "response" to a "release" in connection with the
Subject Property or adjacent tracts; or
iii)
otherwise engaged in any activity or omitted to take any action
which could subject Seller or Buyer to claims for intentional or
negligent torts, strict or absolute liability, either pursuant to statute
or common law, in connection with Hazardous Substances (as
defined below) located in or on the Subject Property or adjacent
tracts, including the generating, transporting, treating, storage, or
manufacture of any Hazardous Substance (as defined below). The
terms set within quotation marks above shall have the meaning
given to them in the Comprehensive Environmental Response and
Liability Act, 42 U.S.C. Sec. 9601 et seq., as amended
("CERCLA") and any state environmental laws.
5.1.4) Seller, or any other person or entity, has not, at any time, ever installed,
used, or removed any underground storage tank on or in connection with the Subject
Property; and
5.1.5) There are no wells located upon the Subject Property.
5.1.6) The use of the Subject Property as a location for a hotel is currently
restricted by Declaration of Restrictions with additional restrictions relating to the
composition of exterior surfaces. Seller shall use its best efforts to assist Buyer in
removing or otherwise amending these restrictions.
5.2) The covenants, representations, and warranties contained in Section 5 shall be
deemed to benefit Buyer and its successors and assigns and shall survive any termination or
expiration of this Purchase Agreement or the giving of the Deed. All of Seller's covenants,
representations and warranties in this Agreement shall be true as of the date hereof and of the
Closing Date, and shall be a condition precedent to the performance of Buyer's obligations.
hereunder.
SECTION 6.
ENVIRONMENTAL/SOIL INVESTIGATION AND TESTING
6.1) Buyer and its agents shall have the right, at the sole option of Buyer, to enter upon
the Subject Property without charge and at all reasonable times from the date of the execution of
this Agreement to perform such environmental investigation and soil tests as Buyer may
reasonably deem appropriate. If Buyer investigates and tests the Subject Property pursuant to
this section, Buyer shall pay all costs and expenses of such investigation and testing and shall
hold Seller harmless from all costs and liabilities arising out of Buyer's activities. If the purchase
and sale contemplated by this Agreement is not closed, Buyer shall, at its own expense, repair
and restore any damage to the Subject Property caused by Buyer's investigation and testing, and
shall return the Subject Property to substantially'the same-condition as existed prior to such
entry.
SECTION 7.
BUYER'S CONTINGENCIES
The obligations of Buyer under this Agreement are contingent upon each of the
following:
7.1) Buyer, Buyer's lender and the title insurer shall determine on or before October 1,
1999, that they are satisfied with the results of matters disclosed by a survey of the Subject
Property referenced in Section 3.3 above.
7.2) On or before September 1, 1999, Buyer's lender and Buyer's franchiser are satisfied
with the results of the feasibility study related to the operation of the hotel intended to be located
upon the Subject Property. Buyer shall be responsible for all costs associated with said
feasibility study.
7.3) On or before October 1, 1999, Buyer or its assigns shall have obtained from
Windgate Inns International, Inc. a binding and enforceable franchise agreement for operation of
a 80 plus room hotel upon the Subject Property for a period of no less than twenty years.
7.4) On or before October 1, 1999, Buyer shall have obtained a written financing
commitment from a,lender of Buyer's choice for a first mortgage loan in the amount of not less
than Four Million Five Hundred Thousand Dollars ($4,500,000.00). The initial term of the loan
shall be not less than three (3) years and the interest rate shall be at a fixed rate not to exceed
eight and one-half percent (8.5%) per annum with amortization over twenty (20) years. In
connection with such financing, Buyer shall not be required to pay points or initiation fees in
obtaining the loan. The terms of the loan shall be acceptable to Buyer and the terms of this
Purchase Agreement shall be acceptable to the lender on or before October 1, 1999.
7.5) Buyer shall have determined on or before October 1, 1999, that he is satisfied, in his
sole discretion, with the results of the environmental/soil investigations and tests of the Subject
Property. Buyer shall be responsible for all costs and expenses associated with soil correction.
7.6) The use of the Subject Property as contemplated by Buyer for a hotel facility is
approved by the City of Chanhassen on or before October 25, 1999. Such approval may require
replatting of the Subject Property, the costs associated therewith shall be paid by Buyer.
7.7) Buyer shall determine whether all necessary governmental or quasi-governmental
permits, licenses and approvals for the construction of all intended improvements as are
contemplated by Buyer can be obtained on or before October 25, 1999. Buyer shall, after the
date hereof and at Buyer's sole cost and expense, promptly and in good faith seek such permits,
7
licenses and approvals, it being the sole obligation of Buyer to obtain any such required pe .r~nits,
licenses and approvals.
7.8) Buyer shall determine on or before October 1, 1999 whether utility services, surface
water disposal and/or drainage required for Buyer's intended use of the Subject Property will be
available in a size and capacity reasonably acceptable to Buyer.
7.9) Buyer shall determine in its discretion on or before October 1, 1999 whether
reasonable access and. adequate parking are available for the Subject Property.
7.10) Buyer securing approval of proposed use of the Subject Property on or before
October 1, 1999 from the owners of Lots 1 and 4, Crossroads Plaza 3rd Addition. Such approval
shall be by way of amendment to the Declaration of Restrictions (dated December 21, 1995)
which currently prohibits the construction of a hotel upon the Subject Property:
If any of the contingencies have not been satisfied.on or before the dates listed above, the
Buyer may, at Buyer's option, terminate this Agreement by giving written notice to Seller on or
before the Closing Date. Upon such termination, neither party shall have any further rights or
obligations under this Agreement. Promptly thereafter, the Earnest Money shall be returned to
Buyer and the Buyer shall execute and deliver to Seller a Quit Claim Deed memorializing the
termination. Notwithstanding the foregoing, in the event this transaction does not close due to
the failure of the contingencies listed in Sections 7.2, 7.3 and 7.4, Seller shall be entitled to retain
that portion of the Earnest Money equal to the out of pocket expenses incurred by Seller in
connection with the preparation and performance of this Agreement including, but not limited to,
attorney's fees, consulting fees, survey costs and City staff time. The contingencies set forth
above are for the sole and exclusive benefit of Buyer, and Buyer shall have the right to waive the
contingencies by giving written notice to Seller.
SECTION 8.
DECLARATION OF RESTRICTIONS/CROSS EASEMENTS
8.1) Seller acknowledge that Buyer is an individual who contemplates assignment of this
Purchase Agreement to a Minnesota limited liability company or other legal entity which Buyer
may organize and use to develop the Subject Property. Seller agrees that this Purchase
Agreement shall be assignable by Buyer to any such entity in which Buyer has not less than
twenty five percent (25%) of the controlling shares or interest of the entity and that such entity
may at anytime succeed to perform and enforce the obligations and rights of Buyer. Upon such
assignment, Buyer shall have no further right or obligation under this Agreement.
8.2) The covenants, warranties and representations made by Seller shall survive the
Closing o£this transaction.
8.3) Any notice, demand, or request which may be permitted, required or desired to be
given in connection herewith shall be in writing and sent by certified mail, hand delivery,
overnight mail service such as Federal Express, or Western Union telegram or other form of
telegraphic communication, directed to Seller or Buyer. Any notice shall be deemed effective
when delivered to the party to whom it is directed. Unless other addresses are given in writing,
notices shall be sent to Seller or Buyer at the applicable address stated on the first page o£this
Agreement.
8.4) Time shall be of the essence in this Agreement. If any date or time prescribed by
this Agreement falls on a Saturday, Sunday or holiday, such date or time shall automatically be
extended to the next normal business day.
8.5) Each party hereto shall promptly, on the request of the other party, have
acknowledged and delivered to the other party any and all further instruments and assurances
9
reasonably requested or appropriate to evidence or give effect to the provisions of this
Agreement.
8.6) This Agreement represents the entire agreement of the parties with respect to the
Subject Property and all prior agreements, understandings, or negotiations between the parties
are. hereby revoked and superseded hereby. No representations, warranties, inducements, or oral
agreements have been made by any of the parties, except as expressly set forth herein, or in other
contemporaneous written agreements. This Agreement may not be changed or modified except
by a written agreement signed by Seller and Buyer.
8.7) If Buyer defaults under any of the terms hereof, Seller shall have the fight to pursue
any remedies, which are available to Seller (except specific performance), plus attorney's fees
incurred in pursuing such remedies.
8.8) If Seller defaults under any of the terms hereof, including, without limitation, the
delivery of marketable title to the Subject Property as set forth in Section 4 hereof, then Buyer
shall have the right to pursue any remedies available to Buyer at law or in equity, including
without limitation, specific performance, damages for cancellation of this Agreement, plus
attorneys fees incurred in pursuing such remedies.
8.9) If any provision of this Agreement is declared void or unenforceable, such provision
shall be deemed severed from this Agreement, which shall otherwise remain in full force and
effect.
8.10) Failure of any party to exercise any right arising out of a breach of this Agreement
shall not be deemed a waiver of any right with respect to any subsequent or different breach, or
the continuance of any existing breach.
10
8.11) This Agreement shall inure to the benefit of and be binding upon the parties hereto
and their respective heirs, personal representatives, successors and assigns.
8.12) Seller and Buyer represent and wan'ant to each other that they have not engaged or
dealt with any broker or agent with respect to the Subject Property, except that Buyer has
retained the services of and shall be responsible for the payment of commissions to Cambridge
Commercial Real Estate Service / John Sheehan.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
BUYER:
H. Dab 'v~righ,~
SELLER:
CITY OF CHANHASSEN
By.
Nancy Mancino
Its Mayor
By
Scott A. Botcher
Its City Manager
11
STATE OF MINNESOTA )
COUNTY OF /¢4--,~fir~,'* )
The foregoing instrument was acknowledged before me this )/~./2 day of
~J--~. {,., ,1999, by H. DAN WRIGHT, a single person.
NOTARY PU~UC- Uff~I~SOTA
HENNEPIN COUNTY
Uy Comm~lon EXl~'es ~ :~1.2000
· V , ,
NotarsVPublic -
STATE OF MINNESOTA )
COUNTY OF CARVER )
This instrument was acknowledged before me this ~ day of
1999 by NANCY MANCINO, the Mayor, and DON ASHWORTH, the City Manager, for the
CITY OF CHANHASSEN, a municipal corporation under the laws of the State of Minnesota.
Notary Public
THIS INSTRUMENT WAS DRAFTED BY:
James R. Walston
WALSTEN, WALSTON & TE SLAA, P.A.
200 Dakota Financial Center
1060 Dakota Drive
Mendota Heights, MN 55120
Telephone: (651) 905-7000
Chan/Crossroads
//671-002 / R3515
12
EXHIBIT "A"
to
REAL ESTATE PURCHASE AGREEMENT
Legal Description of the Sub_iect Property_
Lots 2 and 3, Block 1, CROSSROADS PLAZA 3RD ADDITION, according to the recorded plat
thereof, Carver County, Minnesota.
13
07×20×i999 15:59 CARUER COUNTY ABSTR~)CT
ESCROW lU~(:~ll'T ~U L~TJtU~'I'LU~
:ch ~um ~a ~r ~h~ ~o~o~inB pu~ane:
~ Earnest Honey deponlC f~om the buyer far the benefit of the ~eller
) Pu~cha~ and sec~lnmen~ charge~ of ch. buyer
) Serclemenr cha~ges of the sailer
Other
money, instruments, documents, and property, i£ any, will be held by the Escrow Agent, aub2ec'
the OenaeaL Settlement :Rmt=uccions eot forth on the reverse aide of th. receipt, which are
Lreby incorporated by reference, and the eetClemenU £nacructions, or copy o£ the sales contract
aa seller, and
as buyer, which shall
ave been received &nd accepted by the ~scrow Agent,
( ) hss not yet bee~ tecsive~
f :he settlement inetructio~a, at the eal~s contract, Jointly agreed co in vrittn§.by the buyer
,nd s~llet has not been received and accepted by the Eacrow Agent within days of the
&to hereof, the E~c:ow Agent may~ aC the written ~equest of the deposlcinS
eposit Co such party without further obligation co any other party.
Escrow Agent:
Carver County Absctac~ & Title Co.
'
'he undersigned hereby acknow~edse~ ~he recelp~ of ~'copy hereof and accep
etch hereih, this,_, day of_. .. ,
uyer: Seller:
0'720×1999 15:59 CARVER COUNTY ABSTRACT ~ 835311? N0.985 QO
I. ~cr,w AGent: e~ co~ ~s~cz & ~ ~., ~c. ~e~ln~cor ToEe~re~ co u
Agent ~y ~ommin~lc funds rccciv~ by ir in escrow wi~h funds ut o&h=~. ~ rely, wi~au~ iJmJ~tJo~. ~pnsi[ suc~ mnu~
~t ur ~scr(~w ~cc~unts with Chicago T~ttc =n~ T~I Cump~nv or ~ny other reputable (~st company, bank. s~vin~s ban~. ~r
~n~iutit)fl, I~ ;~ ~n~erstond ~hat ~row A~en~ ~hail be un~r ~o ubligatlan m Invc~t ~he fun~ ~si~ed wither in ~hu~f
dc~itor, ncr ~huZl it bc uccountuhlc e'er 3ny incidental benefit ~ttributable [o the fun~s which ~y ~ ~cei~'~ by ~cro~v
while it holdu such funda.
]. Mmitnliuns (~C ]]abllity~ Without iim,adon Eacraw Agent shell not be title for ~ny loss or ~=ge resu~(inB from thc
a. Any de,cotS ()r ~onditions ~f t~le to uny propc~y, except those re~ul[ins from J~ awe w~nB~J ac~, ar ~nsured
¢. Legal c/fcct ur d~i~abi~[ty ~ff any ina~men~ p~p~d by it or cxchange~ by thc panics
d. Any default, error. ~ttion or omission of ~ny ot~er pony.
~. ~c c,~pira[ion of an)' dine lira, or o~hcr del~y, unless such time limit was known ~o ~craw Agent. and such loss
caused by I'ailure u~ Escrow A~cn~ ~o proceed in its ordinal' course of business,
~mwngs ~n.~ ar savina~ am&ociatjon renu.lng From Failure. i~alvency nr mumpenUon of loch i~tit~tian,
h, ~cmw ~6ent complyin8 w,h ~ny ~n~ all leB&l p~ccss, writs, orders, ju~en~s ~d ~ec~es of ~y caun whcihcr
i. ~crow ASem asserting or failin6 (o ~ssen ~ny c~usc of' a;uan ar Uet~nse In tn? ~u~lct~. ~minisT~i~'e at ulher procee~
~ith~r in ~hc intere~ of i~el~ or any oth~r pony ar panics.
*, the event written notice et 3 default non.pe~a~nco or dispute i~ ~iYen ~o
4. Default. non- erfarmance and dlspu~e~, In . ' ., - . , w
~ntiti~dA~ n t~ drc~ine' ' "~o d'~u~ r~e.' rund~aor del~v~r' ' an~'ms[rumenls. ,.'. e~clpt ()n receipt' ~( .~ mu:uAl :~t~mefl[ m toe p ...... ,..-,,,
ur upon appropriate ~td~r of
received and dizbursed hereunder ut [he time of ~nai setflemem and clostn~ ot this eSc~w, ~c~ AIC~t ~&Li ........
I~r ~justmen~s. ~reU~s ~nd char~es ~ ~pcns~ iLcms ~ccordin8 m the ~ustom ~nG ~Sg ~: t~g ca~unUy.
.~e~e ~ec ~)' es.~h~e' S, other cx[gc~sls and ndditlonsi required ~nds'~nrBcdEScrow A~entbuy~rS~ll~dch~C~llcr ~Orequaily.?lits sc~'iccs[e~:hereun'
ul' any ~un~s hcJd in cacrow ~uc to thc p&t[y from whom such ~moun~ are ~ue ~d
b~ome duc far any ~aaon shot ~ pramgtly paid to E~cm~ Aiem by ae ~ o~in~a~h
Additional ~ounts which m~y , ' · van~ m~o a~ t~ ua
. = re mrcd m aa~ anco :ts own ~nds for ~ny pu~ose, p~vt~q. ~a[ ~Y ~h ~ ..... : ....
on thc pan of E~crow
' . t e e · atements ,~r other accounting ~ff funds .~ha]l ~,onsul
7. Releaae and dlseha e ur ~craw AGent: S:gned ;pp?~al of set I m, nt ~.[ ....... , 'orlh iff ~hc
~ funds u ahown ~ereon. and dchvet m~rmm:n~ held m e~c~w =s se~ ~ _ _~.,, ~.
(c:craw~ ins[~cdons. Upon completion of lbo dlsbursemen~ of Funds ~n~ dehve~' of ms[~mems, ~c ,6 ·
and ~Jsc~rgtd al' it~ escrow aDi~gaz~ons hereunder.
~. ~cuc..~'ond~ti.ns ,f u~cro~v ~haJ[ apply Io un~ ~e ~or ~he ~cnefit ,t' A~en[s ()f the ~scrow AScot employed by i~ I'or