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HomeMy WebLinkAboutResolution No. 3557 (Approving I&M SM Agr) AEP RatificationRedevelopment Commission Agenda Item DATE: 9/2/22 FROM: Joseph Molnar SUBJECT: Sale of former Firehouse #9 Which TIF? (circle one) River West; River East; South Side; Douglas Road; West Washington PURPOSE OF REQUEST: Approving terms of I&M Purchase Agreement Settlement Agreement Specifics: The Commission on July 9, 2020 entered into a Real Estate Purchase Agreement with Indiana Michigan Power Company for the purchase of Lots 2 & 3 of the Sample and Lafayette Minor Subdivision with the intention of I&M to perform certain lot improvements. I&M has notified Redevelopment staff that the lot improvements would not be completed. To avoid litigation, Redevelopment staff and I&M negotiated a Settlement Agreement by which the Commission would re-take the Property quickly and efficiently. This Resolution ratifies and approves the re-acquisition of the Property at the original purchase price of Fifty Thousand Dollars ($50,000.00) and authorizes members of the Department of Law to negotiate the remaining terms of the Settlement Agreement. Redevelopment Staff requests approval of the Resolution. INTERNAL USE ONLY: Project Code: _______________________________________________; Total Amount new/change (inc/dec) in budget: _______________; Break down: Costs: Engineering Amt: ______________________; Other Prof Serv Amt_________________; Acquisition of Land/Bldg (circle one) Amt: ___________; Street Const Amt ________________; Building Imp Amt_________; Sewers Amt_________; Other (specify) Amt: ________________ ___________________________________________. Going to BPW for Contracting? Y/N Is this item ready to encumber now? ____ Existing PO#__________ Inc/Dec $_____________ _________________________Pres/V-Pres ATTEST: __________________Secretary Date: ____________________ APPROVED Not Approved SOUTH BEND REDEVELOPMENT COMMISSION X 9.8.22 RESOLUTION NO. 3557 A RESOLUTION OF THE SOUTH BEND REDEVELOPMENT COMMISSION APPROVING TERMS OF SETTLEMENT AND AUTHORIZING EXECUTION OF AGREEMENT WHEREAS, the South Bend Redevelopment Commission (the “Commission”), governing body of the South Bend Department of Redevelopment (“Redevelopment”), exists and operates pursuant to I.C. 36-7-14; and WHEREAS, the Commission entered into a Real Estate Purchase Agreement (“Agreement”), dated July 9, 2020, with Indiana Michigan Power Company (“I&M”) for the purchase of certain property (“Property”), a copy of which is attached as Exhibit A; and WHEREAS, as a part of the Agreement, I&M was to perform certain lot improvements on the Property; and WHEREAS, on or about March 8, 2022, I&M notified Redevelopment staff that the lot improvements would not be completed; and WHEREAS, to avoid litigation, Redevelopment staff and I&M negotiated a Settlement Agreement by which the Commission would re-take the Property quickly and efficiently. NOW, THEREFORE, BE IT RESOLVED BY THE SOUTH BEND REDEVELOPMENT COMMISSION AS FOLLOWS: 1.The Commission hereby ratifies and approves the re-acquisition of the Property at the original purchase price of Fifty Thousand Dollars ($50,000.00). 2.The Commission authorizes members of the Department of Law to negotiate the remaining terms of the settlement agreement on its behalf. 3.The Corporation Counsel of the City of South Bend, Indiana is hereby authorized and instructed to execute the final settlement agreement. 4.This Resolution will be in full force and effect upon its adoption by the Commission. Signature Page Follows ADOPTED at a meeting of the South Bend Redevelopment Commission held on September 8, 2022. SOUTH BEND REDEVELOPMENT COMMISSION ______________________________ Marcia Jones, President ATTEST: ______________________________ Troy Warner, Secretary EXHIBIT A Real Estate Purchase Agreement AEP CONFIDENTIAL REAL ESTATE PURCHASE AGREEMENT This Real Estate Purchase Agreement (this “Agreement”) is made on _____________, 2020 (the “Contract Date”), by and between the City of South Bend, Indiana, Department of Redevelopment, acting by and through its governing body, the South Bend Redevelopment Commission (“Seller”) and Indiana Michigan Power Company, an Indiana corporation, whose principal place of business is 1 Riverside Plaza, Columbus, Ohio 43215 (“Buyer”) (each a “Party” and together the “Parties”). RECITALS A.Seller exists and operates pursuant to the Redevelopment of Cities and Towns Act of 1953, as amended, being Ind. Code 36-7-14 (the “Act”). B.In furtherance of its purposes under the Act, Seller owns certain real property located in South Bend, Indiana (the “City”), identified by the State Tax Id. Nos. ____________________________, and more particularly described in attached Exhibit A (the “Property”). C.Pursuant to the Act, Seller adopted its Resolution No. 3329 on February 22, 2016, whereby Seller established an offering price for a group of properties including the Property. D.Additionally, pursuant to the Act and upon an approved motion the Seller authorized the publication, on March 4, 2016 and March 11, 2016, respectively, of a notice of intent to sell the Property and its desire to receive bids for said Property on or before 9:00 a.m. on March 24, 2016. E.Seller received no bids for the Property on March 24, 2016, and, therefore, having satisfied the conditions stated in Section 22 of the Act, Seller now desires to sell the Property to Buyer on the terms stated in this Agreement. THEREFORE, in consideration of the mutual covenants and promises in this Agreement and other good and valuable consideration, the receipt of which is hereby acknowledged, Buyer and Seller agree as follows: 1.OFFER AND ACCEPTANCE A copy of this Agreement, signed by Buyer, constitutes Buyer’s offer to purchase the Property on the terms stated in this Agreement and shall be delivered to Seller, in care of the following representative (“Seller’s Representative”): Daniel Buckenmeyer, Director of Economic Resources and Business Development City of South Bend, Department of Community Investment 1400 S. County-City Building 227 W. Jefferson Blvd. South Bend, Indiana 46601 DocuSign Envelope ID: 96361D42-2E5C-4E1E-8057-1C947BBF0E24 AEP CONFIDENTIAL This offer shall expire thirty (30) days after delivery unless accepted by Seller. To accept Buyer’s offer, Seller shall return a copy of this Agreement, counter-signed by Seller in accordance with applicable laws, to the following (“Buyer’s Representative”): Robert Maiorana, Real Estate Agent Indiana Michigan Power Company 1 Riverside Plaza Columbus, Ohio 43215 2. PURCHASE PRICE The purchase price for the Property shall be Fifty Thousand Dollars ($50,000.00) (the “Purchase Price”), payable by Buyer to Seller in cash at the closing described in Section 8 below (the “Closing,” the date of which is the “Closing Date”). 3. BUYER’S DUE DILIGENCE Buyer and Seller have entered into a Right of Entry Agreement allowing Buyer to perform investigations into various matters related to the Buyer's proposed use of the Property (Buyer’s “Due Diligence”). Buyer acknowledges that Buyer has completed its Due Diligence and is satisfied that the Property is suitable for its proposed use. 4. PRESERVATION OF TITLE After the Contract Date, Seller shall not take any action or allow any action to be taken by others to cause the Property to become subject to any interests, liens, restrictions, easements, covenants, reservations, or other matters affecting Seller’s title (such matters are referred to as “Encumbrances”). Seller acknowledges that Buyer intends to obtain, at Buyer’s sole expense, and to rely upon a commitment for title insurance on the Property (the “Title Commitment”) and a survey of the Property (the “Survey”) identifying all Encumbrances as of the Contract Date. The Property shall be conveyed to Buyer free of any Encumbrances other than Permitted Encumbrances (as defined in Section 6 below). 5. TITLE COMMITMENT AND POLICY REQUIREMENTS Buyer shall obtain the Title Commitment for an owner’s policy of title insurance issued by a title company selected by Buyer and reasonably acceptable to Seller (the “Title Company”) within twenty (20) days after the Contract Date. The Title Commitment shall (i) agree to insure good, marketable, and indefeasible fee simple title to the Property (including public road access) in the name of the Buyer for the full amount of the Purchase Price upon delivery and recordation of a special warranty deed (the “Deed”) from the Seller to the Buyer, and (ii) provide for issuance of a final ALTA owner’s title insurance policy, with any endorsements requested by Buyer, subject to the Permitted Encumbrances. Regardless of whether this transaction closes, Buyer shall be DocuSign Envelope ID: 96361D42-2E5C-4E1E-8057-1C947BBF0E24 AEP CONFIDENTIAL responsible for all of the Title Company’s title search charges and all costs of the Title Commitment and owner’s policy. 6. REVIEW OF TITLE COMMITMENT AND SURVEY Within twenty (20) days after Buyer’s receipt of the Title Commitment, Buyer shall give Seller written notice of any objections to the Title Commitment. Within twenty (20) days after Buyer’s receipt of the Survey, Buyer shall give Seller written notice of any objections to the Survey. Any exceptions identified in the Title Commitment or Survey to which written notice of objection is not given within such period shall be a “Permitted Encumbrance.” 7. NOTICES All notices required or allowed by this Agreement, before or after Closing, shall be delivered in person or by certified mail, return receipt requested, postage prepaid, addressed to Seller in care of Seller’s Representative (with a copy to South Bend Legal Department, 1200 S. County-City Building, 227 W. Jefferson Blvd., South Bend, IN 46601, Attn: Corporation Counsel), or to Buyer in care of Buyer’s Representative at their respective addresses stated in Section 1 above. Either Party may, by written notice, modify its address or representative for future notices. 8. CLOSING A. Timing of Closing. Unless this Agreement is earlier terminated, the Closing shall be held at the office of the Title Company, and the Closing Date shall be a mutually agreeable date. B. Closing Procedure. (i) At Closing, Buyer shall deliver the Purchase Price to Seller, conditioned on Seller’s delivery of the Deed, in substantially the same form attached hereto as Exhibit B, conveying the Property to Buyer, free and clear of all liens, encumbrances, title defects, and exceptions other than Permitted Encumbrances, and the Title Company’s delivery of the marked- up copy of the Title Commitment (or pro forma policy) to Buyer in accordance with Section 5 above. (ii) Possession of the Property shall be delivered to the Buyer at Closing, in substantially the same condition as it existed on the Contract Date, ordinary wear and tear and casualty excepted. C. Conditions Precedent to Closing. Unless waived by the Parties before or at Closing, Seller shall have no obligation to complete the transaction contemplated in this Agreement unless, before the Closing Date, Seller has received and the City’s Planning Department has approved, in its sole discretion, Buyer’s design, plans, and specifications for lot improvements and landscaping on the Property consistent with City standards (Buyer’s "Lot Improvements"). Notwithstanding any provision of this Agreement to the contrary, in the event this transaction is not completed due to the failure of one or more of the foregoing conditions, Seller shall have no DocuSign Envelope ID: 96361D42-2E5C-4E1E-8057-1C947BBF0E24 AEP CONFIDENTIAL liability for any of Buyer’s losses, damages, costs, or expenses of any kind, including attorney fees, incurred in connection with its proposed acquisition of the Property under this Agreement. D. Closing Costs. Buyer shall pay all of the Title Company’s closing and/or document preparation fees and all recordation costs associated with the transaction contemplated in this Agreement. 9. BUYER’S POST-CLOSING OBLIGATIONS A. Property Improvements; Compliance. Buyer shall not materially deviate from the Lot Improvements approved pursuant to Section 8.C. hereof, as determined solely by the City Planner or his designee. Further, Buyer shall comply with all applicable laws pertaining to the development of the site, including, but not limited to, the City's requirements for site plan, building design, and zoning approvals. Promptly upon completing the Lot Improvements to the City's satisfaction, Buyer will permit Seller (or its designee) to inspect the Property to ensure that Buyer’s Lot Improvements were completed satisfactorily and the plans approved in accordance with Section 8.C. B. Certificate of Completion. Promptly after Buyer completes the Lot Improvements and satisfactorily proves the same in accordance with the terms of Section 9.A. above, Seller will issue to Buyer a certificate acknowledging such completion and releasing Seller’s reversionary interest in the Property (the “Certificate of Completion”). The Parties agree to record the Certificate of Completion immediately upon issuance, and Buyer will pay the costs of recordation. C. Remedies Upon Default. In the event Buyer fails to complete the Lot Improvements in accordance with Section 9.A above, then, in addition to pursuing any other remedies available at law or in equity, Seller shall have the right to: (i) re-enter and take possession of the Property and to terminate and re-vest in Seller the estate conveyed to Buyer at Closing and all of Buyer’s rights and interests in the Property without offset or compensation for the value of any improvements made by Buyer; or, alternatively, (ii) recover from Buyer a cash payment in an amount equal to the Appraised Value of the Property, due to Seller immediately upon demand by Buyer. The Parties agree that Seller’s conveyance of the Property to Buyer at Closing will be made on the condition subsequent set forth in the foregoing sentence. Further, the Parties agree that Seller’s reversionary interest in the Property will be subordinate to the first-priority mortgage encumbering the Property, if any, arising out of Buyer’s contemporaneous financing of the redevelopment of the Property, provided that Buyer notifies Seller in advance of the execution or recording of such first-priority mortgage. 10. ACCEPTANCE OF PROPERTY AS-IS Buyer agrees to purchase the Property “as-is, where-is” and without any representations or warranties by Seller as to the condition of the Property or its fitness for any particular use or DocuSign Envelope ID: 96361D42-2E5C-4E1E-8057-1C947BBF0E24 AEP CONFIDENTIAL purpose. Seller offers no such representation or warranty as to condition or fitness, and nothing in this Agreement will be construed to constitute such a representation or warranty as to condition or fitness. 11. TAXES Buyer, and Buyer’s successors and assigns, shall be liable for any and all real property taxes assessed and levied against the Property with respect to the year in which the Closing takes place and for all subsequent years. Seller shall have no liability for any real property taxes associated with the Property, and nothing in this Agreement shall be construed to require the proration or other apportionment of real property taxes resulting in Seller’s liability therefor. 12. REMEDIES Upon any default in or breach of this Agreement by either Party, the defaulting Party will proceed immediately to cure or remedy such default within thirty (30) days after receipt of written notice of such default or breach from the non-defaulting Party, or, if the nature of the default or breach is such that it cannot be cured within thirty (30) days, the defaulting Party will diligent pursue and prosecute to completion an appropriate cure within a reasonable time. In the event of a default or breach that remains uncured for longer than the period stated in the foregoing sentence, the non- defaulting Party may terminate this Agreement, commence legal proceedings, including an action for specific performance, or pursue any other remedy available at law or in equity. All the Parties’ respective rights and remedies concerning this Agreement and the Property are cumulative. 13. COMMISSIONS The Parties mutually acknowledge and warrant to one another that neither Buyer nor Seller is represented by any broker in connection with the transaction contemplated in this Agreement. Buyer and Seller agree to indemnify and hold harmless one another from any claim for commissions in connection with the transaction contemplated in this Agreement. 14. INTERPRETATION; APPLICABLE LAW Both Parties having participated fully and equally in the negotiation and preparation of this Agreement, this Agreement shall not be more strictly construed, nor shall any ambiguities in this Agreement be presumptively resolved, against either Party. This Agreement shall be interpreted and enforced according to the laws of the State of Indiana. 15. DISPUTE RESOLUTION; WAIVER OF JURY TRIAL Any action to enforce the terms or conditions of this Agreement or otherwise concerning a dispute under this Agreement will be commenced in the courts of St. Joseph County, Indiana, unless the Parties mutually agree to an alternative method of dispute resolution. The Parties acknowledge that disputes arising under this Agreement are likely to be complex and they desire to streamline and minimize the cost of resolving such disputes. In any legal proceeding, each Party irrevocably waives the right to trial by jury in any action, counterclaim, dispute, or proceeding based upon, or DocuSign Envelope ID: 96361D42-2E5C-4E1E-8057-1C947BBF0E24 AEP CONFIDENTIAL related to, the subject matter of this Agreement. This waiver applies to all claims against all parties to such actions and proceedings. This waiver is knowingly, intentionally, and voluntarily made by both Parties. 16. WAIVER Neither the failure nor any delay on the part of a Party to exercise any right, remedy, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege preclude any other or further exercise of the same or of any right, remedy, power, or privilege with respect to any occurrence be construed as a waiver of any such right, remedy, power, or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver. 17. SEVERABILITY If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining terms and provisions of this Agreement shall continue in full force and effect unless amended or modified by mutual consent of the Parties. 18. FURTHER ASSURANCES The Parties agree that they will each undertake in good faith, as permitted by law, any action and execute and deliver any document reasonably required to carry out the intents and purposes of this Agreement. 19. ENTIRE AGREEMENT This Agreement embodies the entire agreement between Seller and Buyer and supersedes all prior discussions, understandings, or agreements, whether written or oral, between Seller and Buyer concerning the transaction contemplated in this Agreement. 20. ASSIGNMENT Buyer and Seller agree that this Agreement or any of Buyer’s rights hereunder may not be assigned by Buyer, in whole or in part, without the prior written consent of Seller. In the event Buyer wishes to obtain Seller’s consent regarding a proposed assignment of this Agreement, Buyer shall provide any and all information reasonably demanded by Seller in connection with the proposed assignment and/or the proposed assignee. 21. BINDING EFFECT; COUNTERPARTS; SIGNATURES All the terms and conditions of this Agreement will be effective and binding upon the Parties and their successors and assigns at the time the Agreement is fully signed and delivered by Buyer and Seller. This Agreement may be separately executed in counterparts by Buyer and Seller, and the same, when taken together, will be regarded as one original Agreement. Electronically transmitted signatures will be regarded as original signatures. DocuSign Envelope ID: 96361D42-2E5C-4E1E-8057-1C947BBF0E24 AEP CONFIDENTIAL 22. AUTHORITY TO EXECUTE; EXISTENCE The undersigned persons executing and delivering this Agreement on behalf of the respective Parties represent and certify that they are the duly authorized representatives of each and have been fully empowered to execute and deliver this Agreement and that all necessary corporate action has been taken and done. Further, the undersigned representative of Buyer represents and warrants that Buyer is duly organized, validly existing, and in good standing under the laws of the State of Indiana. 23. TIME Time is of the essence of this Agreement. [Signature page follows.] DocuSign Envelope ID: 96361D42-2E5C-4E1E-8057-1C947BBF0E24 AEP CONFIDENTIAL IN WITNESS WHEREOF, the Parties hereby execute this Real Estate Purchase Agreement to be effective as of the Contract Date stated above. BUYER: Indiana Michigan Power Company By: P. Todd Ireland Manager, Real Estate Asset Management American Electric Power Service Corporation Authorized Signer SELLER: South Bend Redevelopment Commission __________________________ Marcia I. Jones, President ATTEST: __________________________ Quentin M. Phillips, Secretary DocuSign Envelope ID: 96361D42-2E5C-4E1E-8057-1C947BBF0E24 AEP CONFIDENTIAL EXHIBIT A Description of Property Lots 2 and 3 of the Sample and Lafayette Minor Subdivision recorded on _________________, 2020 as document number ________________________ in the St. Joseph County, Indiana Recorder's Office. Parcel Key No. State Tax Id. DocuSign Envelope ID: 96361D42-2E5C-4E1E-8057-1C947BBF0E24 AEP CONFIDENTIAL Page 1 of 2 EXHIBIT B Form of Special Warranty Deed AUDITOR’S RECORD TRANSFER NO.__________ TAXING UNIT___________ DATE __________________ KEY NO. SPECIAL WARRANTY DEED THIS INDENTURE WITNESSETH, that the City of South Bend, Department of Redevelopment, by and through its governing body, the South Bend Redevelopment Commission, 1400 S. County-City Building, 227 W. Jefferson Boulevard, South Bend, Indiana (the “Grantor”) CONVEYS AND SPECIALLY WARRANTS to Indiana Michigan Power Company, an Indiana corporation with its registered office at 1 Riverside Plaza, Columbus, Ohio 43215 (the “Grantee”), for and in consideration of One Dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the following real estate located in St. Joseph County, Indiana (the “Property”): Lots 2 and 3 of the Sample and Lafayette Minor Subdivision recorded on _________________, 2020 as document number ________________________ in the St. Joseph County, Indiana Recorder's Office. Parcel Key No. The Grantor warrants title to the Property only insofar as it might be affected by any act of the Grantor during its ownership thereof and not otherwise. The Grantor hereby conveys the Property to the Grantee free and clear of all leases or licenses; subject to real property taxes and assessments; subject to all easements, covenants, conditions, restrictions, and other matters of record; subject to rights of way for roads and such matters as would be disclosed by an accurate survey and inspection of the Property; subject to all applicable building codes and zoning ordinances; and subject to all provisions and objectives contained in the Commission’s development area plan, and any design review guidelines associated therewith. The Grantor conveys the Property to the Grantee subject to the limitation that the Grantee, and its successors and assigns, shall not discriminate against any person on the basis of race, creed, color, sex, age, or national origin in the sale, lease, rental, use, occupancy, or enjoyment of the Property or any improvements constructed on the Property. Pursuant to Section 9 of the Purchase Agreement, the Grantor conveys the Property to the Grantee by this deed subject to certain conditions subsequent. In the event the Grantee fails to perform the Lot Improvements, or satisfactorily to prove such performance, in accordance with Section 9 of the Purchase Agreement, then the Grantor shall have the right to re-enter and take possession of the Property and to terminate and re-vest in the Grantor the estate conveyed to the Grantee by this deed and all of the Grantee’s rights and interests in the Property without offset or compensation for the value of any improvements to the DocuSign Envelope ID: 96361D42-2E5C-4E1E-8057-1C947BBF0E24 AEP CONFIDENTIAL Page 2 of 2 Property made by the Grantee. The recordation of a Certificate of Completion in accordance with Section 9 of the Purchase Agreement will forever release and discharge the Grantor’s reversionary interest stated in this paragraph. Each of the undersigned persons1 executing this deed on behalf of the Grantor represents and certifies that s/he is a duly authorized representative of the Grantor and has been fully empowered, by proper action of the governing body of the Grantor, to execute and deliver this deed, that the Grantor has full corporate capacity to convey the real estate described herein, and that all necessary action for the making of such conveyance has been taken and done. GRANTOR: SOUTH BEND REDEVELOPMENT COMMISSION ______________________________ Marcia I. Jones, President ATTEST: ______________________________ Quentin Phillips, Secretary STATE OF INDIANA ) ) SS: ST. JOSEPH COUNTY ) Before me, the undersigned, a Notary Public, in and for said County and State, personally appeared Marcia I. Jones and Quentin Phillips, known to me to be the President and Secretary, respectively, of the South Bend Redevelopment Commission and acknowledged the execution of the foregoing Special Warranty Deed. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal on the _____ day of ______________, 2020. ____________________________________ Mary C. Brazinsky, Notary Public Residing in St. Joseph County, Indiana Commission Expires: December 12, 2024 I affirm, under the penalties for perjury, that I have taken reasonable care to redact each Social Security number in this document, unless required by law. Sandra L. Kennedy. This instrument was prepared by Sandra L. Kennedy, Assistant City Attorney, City of South Bend Department of Law, 1200S County-City Building, 227 W Jefferson Blvd., South Bend, Indiana 46601. DocuSign Envelope ID: 96361D42-2E5C-4E1E-8057-1C947BBF0E24 Certificate Of Completion Envelope Id: 96361D422E5C4E1E80571C947BBF0E24 Status: Completed Subject: Please DocuSign: Real Estate Purchase Agreement AEP DRAFT 051820.pdf Source Envelope: Document Pages: 11 Signatures: 1 Envelope Originator: Certificate Pages: 2 Initials: 0 Amy S Clipperton AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-05:00) Eastern Time (US & Canada) 1 Riverside Plz FL 1 Columbus, OH 43215-2373 asclipperton@aep.com IP Address: 161.235.221.81 Record Tracking Status: Original 6/19/2020 11:38:33 AM Holder: Amy S Clipperton asclipperton@aep.com Location: DocuSign Signer Events Signature Timestamp Todd Ireland ptireland@aep.com Manager Real Estate Asset Management Appalachian Power Company Security Level: Email, Account Authentication (None) Signature Adoption: Uploaded Signature Image Using IP Address: 174.233.0.192 Sent: 6/19/2020 11:39:40 AM Viewed: 6/19/2020 11:48:35 AM Signed: 6/19/2020 11:49:25 AM Electronic Record and Signature Disclosure: Accepted: 9/9/2015 1:39:12 PM ID: b88d9a61-54c6-4049-8659-9d8a34e93235 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/19/2020 11:39:40 AM Certified Delivered Security Checked 6/19/2020 11:48:35 AM Signing Complete Security Checked 6/19/2020 11:49:25 AM Completed Security Checked 6/19/2020 11:49:25 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature means any electronic sound, symbol or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record. Please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Electronic Record and Signature Disclosure created on: 5/30/2014 9:32:06 AM Parties agreed to: Todd Ireland