HomeMy WebLinkAboutTitle InsurancePremium:$14,404.00 1200 P-L
SCHEDULE A
Name and Address of Title Insurance Company: Commonwealth Land Title Insurance Company
5600 Cox Road
Glen Alien, Virginia 23060-9266
File No.: 148982 Policy No.: 8139843-80691871
Issued With:8139943-80691939
Address for Reference Only: 3100 Haupt Road
College Station, TX, 77845
POLICY AMOUNT: $2,994,200.00
POLICY DATE: May 17, 2010 at 03:46 PM
1. NAME OF INSURED:
HEATH PHILLIPS INVESTMENTS, LLC
2. WE INSURE YOUR INTEREST IN THE LAND COVERED BY THIS POLICY IS:
FEE SIMPLE
3. TITLE TO THE ESTATE OR INTEREST IN THE LAND IS VESTED IN:
HEATH PHILLIPS INVESTMENTS, LLC
4. LEGAL DESCRIPTION OF THE LAND:
Being all that certain tract or parcel of land lying and being situated in the CRAWFORD BURNETT
LEAGUE, Abstract No. 7, College Station, Brazos County, Texas. Said tract being the remainder of a
called 136.063 acre tract as described by a Deed to L. M. Haupt, Jr. and wife, Stella Geren Haupt
recorded in Volume 171, page 392, Deed Records of Brazos County, Texas, and the remainder of a
called 3.3 acre tract as described by a Deed to Lewis M. Haupt, Jr., recorded in Volume 293, page 788,
Deed Records of Brazos County, Texas.
Said tract being more particularly described by metes and bounds as follows:
BEGINNING at a 1/2 inch iron rod found on the southwest line of Old Wellborn Road marking the east
comer of said remainder of 136.063,acre tract and the north comer of a called 12.40 acre tract as
described by a Deed to Osage, Ltd., recorded in Volume 1130, page 570, Official Records of Brazos
County, Texas;
BRAZOS COUNTY ABSTRACT COMPANY
5A2ed Signature
COMMONWEALTH LAND TITLE INSURANCE COMPANY
SCHEDULE B
File No.: 148982 (Continued) Policy No.: 8139843-80691871
THENCE S 41 ° 12' 34" W along the common line of said remainder of 136,063 acre tract and said 12.40
acre tract for a distance of 617.37 feet to a 3/8 inch iron rod found marking the west comer of said 12.40
acre tract and the north corner of the remainder of a called 8.833 acre tract as described by a Deed to
Greens Prairie Investors, Ltd., recorded in Volume 8413, page 22, Official Records of Brazos County,
Texas;
THENCE S 41° 55' 50" W along the common line of said remainder of 136.063 acre tract and said
remainder of 8.833 acre tract for a distance of 429,64 feet to a 112 inch iron rod found marking the
common corner of said remainder of 8.833 acre tract and the remainder of a called 3.0 acre tract as
described by a Deed to Greens Prairie Investors, Ltd., recorded in Volume 8513, page 276, Official
Records of Brazos County, Texas;
THENCE S 41° 18' 46" W along the common line of said remainder of 136.063 acre tract and said
remainder of 3.0 acre tract for a distance of 124.14 feet to a 112 inch iron rod found marking the north
corner of Williamsgate Subdivision, Phase 1, according to the plat recorded in Volume 7705, page 206,
Official Records of Brazos County, Texas;
THENCE S 410 30' 18" W along the common line of said remainder of 136,063 acre tract and
Williamsgate Subdivision, Phase 1 and the remainder of a called 20.25 acre tract as described by a
Deed to Robbie Robinson, Ltd., recorded in Volume 6446, page 92, Official Records of Brazos County,
Texas, for a distance of 637.46 feet to a 1/2 inch iron rod found marking an easterly corner of a called
22.97 acre tract as described by a Deed to Charles I. Turner and Mary E. Turner recorded in Volume
3331, page 61, Official Records of Brazos County, Texas;
THENCE N 49' 58' 35" W along the common line of said remainder of 136.063 acre tract and said 22.97
acre tract for a distance of 562.09 feet to a 112 inch iron rod found marking the north corner of said 22,97
acre tract;
THENCE S 41 ° 21' 39" W continuing along the common line of said remainder of 136.063 acre tract and
said 22.97 acre tract for a distance of 801.59 feet to a 1/2`inch iron rod found on the northwest tine of a
called 23.00 acre tract described as Tract 2 by a Deed to Henry P. Mayo and wife, Sandra K. Mayo,
recorded in Volume 1253, page 878, Official Records of Brazos County, Texas, marking the east corner
of a called 27.017 acre tract divided out of said remainder of 136.063 acre tract, said 27.017 acre tract
not yet filed of record at the time of this description;
THENCE through said remainder of 136.063 acre tract and along the northeast and northwest lines of
said 27.017 acre tract for the following calls:
N 47' 43' 18" W for a distance of 898.64 feet to a 1/2 inch iron rod found;
S 42' 56' 01" W for a distance of 803.33 feet to a 1/2 inch iron rod found marking the beginning of a
clockwise curve having a radius of 468.50 feet;
Along said curve through a central angle of 250 02' 43" for an arc distance of 204.79 feet (Chord Bears:
S 550 26' 04" W - 203.17 feet) to a 1/2 inch iron rod found marking the ending point of said curve;
S 670 52' 33" W for a distance of 30.24 feet to a 1/2 inch iron rod found on the northeast line of Jones
Butler road marking the southwest comer of this herein described tract;
COMMONWEALTH LAND TITLE INSURANCE COMPANY
SCHEDULE B
File No.: 148982 (Continued) Policy No.: 8139843-80691871
THENCE N 220 02' 42" W along the northeast line of Jones Butler Road, same being the southwest line
of said remainder of 3.3 acre tract, for a distance of 412.84 feet to a 1 /2 inch iron rod found marking the
common comer of said remainder of 3.3 acre tract and a called 29,175 acre tract as described by a Deed
to John Wheeler Barger, Trustee, recorded in Volume 7583, page 90, Official Records of Brazos County,
Texas;
THENCE N 420 14' 17" E along the common line of said remainder of 3.3 acre tract and said remainder
of 136.063 acre tract and said 29.175 acre tract for a distance of 3402.74 feet to a 6 inch fence comer
post found on the southwest line of Old Wellborn Road marking the north comer of this herein described
tract;
THENCE S 470 04' 17" E along the southwest line of Old Wellborn Road for a distance of 1867.58 feet to
the POINT OF BEGINNING, containing 108.88 acres of land, more or less.
COMMONWEALTH LAND TITLE INSURANCE COMPANY
SCHEDULE B
File No.: 148982 Policy No.: 8139843-80691871
EXCEPTIONS FROM COVERAGE
THIS POLICY DOES NOT INSURE AGAINST LOSS OR DAMAGE (AND THE COMPANY WILL NOT PAY
COSTS, ATTORNEYS' FEES OR EXPENSES) THAT ARISE BY REASON OF THE TERMS AND
CONDITIONS OF THE LEASES OR EASEMENTS, IF ANY, SHOWN IN SCHEDULEAAND THE FOLLOWING
MATTERS:
THE FOLLOWING RESTRICTIVE COVENANTS OF RECORD ITEMIZED BELOW (THE COMPANY
MUST EITHER INSERT SPECIFIC RECORDING DATA OR DELETE THIS EXCEPTION):
Item No. 1 is hereby deleted in its entirety.
2. ANY DISCREPANCIES, CONFLICTS, OR SHORTAGES IN AREA OR BOUNDARY LINES, OR ANY
ENCROACHMENTS OR PROTRUSIONS, OR ANY OVERLAPPING OF IMPROVEMENTS.
3. HOMESTEAD OR COMMUNITY PROPERTY OR SURVIVORSHIP RIGHTS, IF ANY, OF ANY SPOUSE
OF ANY INSURED.
4. ANY TITLES OR RIGHTS ASSERTED BY ANYONE, INCLUDING, BUT NOT LIMITED TO, PERSONS,
THE PUBLIC, CORPORATIONS, GOVERNMENTS OR OTHER ENTITIES.
A. TO TIDELANDS, OR LANDS COMPRISING THE SHORES OR BEDS OF NAVIGABLE OR
PERENNIAL RIVERS AND STREAMS, LAKES, BAYS, GULFS OR OCEANS, OR
B. TO LANDS BEYONDTHE LINE OFTHE HARBOR OR BULKHEAD LINESAS ESTABLISHED OR
CHANGED BY ANY GOVERNMENT, OR
C. TO FILLED -IN LANDS, OR ARTIFICIAL ISLANDS, OR
D. TO STATUTORY WATER RIGHTS, INCLUDING RIPARIAN RIGHTS, OR
E. TO THE AREA EXTENDING FROM THE LINE OF MEAN LOW TIDE TO THE LINE OF
VEGETATION, OR THE RIGHTS OF ACCESS TO THAT AREA OR EASEMENT ALONG AND
ACROSS THAT AREA.
STANDBY FEES, TAXES AND ASSESSMENTS BY ANY TAXING AUTHORITY FOR THE YEAR 2010,
AND SUBSEQUENT YEARS; AND SUBSEQUENT TAXES AND ASSESSMENTS BY ANY TAXING
AUTHORITY FOR PRIOR YEARS DUE TO CHANGE IN LAND USAGE OR OWNERSHIP, BUT NOT
THOSE TAXES OR ASSESSMENTS FOR PRIORYEARS BECAUSE OF AN EXEMPTION GRANTED
TO A PREVIOUS OWNER OF THE PROPERTY UNDER SECTION 11.13, TEXAS TAX CODE, OR
BECAUSE OF IMPROVEMENTS NOT ASSESSED FOR A PREVIOUS TAX YEAR.
6. THE FOLLOWING MATTERS AND ALL TERMS OF THE DOCUMENT CREATING OR OFFERING
EVIDENCE OF THE MATTERS (WE MUST INSERT MATTERS OR DELETE THIS EXCEPTION.):
a. Vendors Lien retained in Deed dated May 13, 2010, executed byArrenia H. Ellis, Florence H. King,
Lewis M. Haupt, III and Luella H. Trotterto Heath Phillips Investments, LLC, securing the payment of
one note of even date therewith in the principal amount of $2,994,200.00, payable to American
Momentum Bank, and said note being additionally secured by deed of trust of even date therewith to
Julius C. Dunlap, Trustee, said Deed of Trust filed for record in the Office of the County Clerk of
Brazos County, Texas, on May 17, 2010, under Clerk's File No. 1060561 and recorded in Volume
9627, page 80, Official Records of Brazos County, Texas, and being subject to all of the terms,
conditions and stipulations contained in said note and deed of trust.
b. Rights of Parties in Possession.
c. Easements, or claims of easements, which are not recorded in the public records.
COMMONWEALTH LAND TITLE INSURANCE COMPANY
SCHEDULE B
File No.: 148982 (Continued) Policy No.: 8139843-80691871
d. Service utilities and appurtenant facilities as depicted on survey plat prepared by Brad Kerr,
Registered Professional Land Surveyor, State of Texas, No. 4502, dated March 11, 2010.
e. Right -of -Way Easement from J. W. Mochas to Sinclair Refining Company, dated September 6, 1947,
recorded in Volume 132, page 68, Deed Records of Brazos County, Texas, and noted as a blanket
easement on survey plat prepared by Brad Kerr, Registered Professional Land Surveyor, State of
Texas, No. 4502, dated March 11, 2010.
f. Right -of -Way Easementfrom P. D. Gandy et uxto City of Bryan, dated December22,1949, recorded
in Volume 141, page 392, Deed Records of Brazos County, Texas, and noted as a blanket easement
on survey plat prepared by Brad Kerr, Registered Professional Land Surveyor, State of Texas, No.
4502, dated March 11, 2010.
g. Right -of --Way Easement from Arrenia Haupt Ellis at al to Wellborn Special Utility District, dated May
12, 1999, recorded in Volume 3645, page 298, Official Records of Brazos County, Texas, and noted
as a blanket easement on survey plat prepared by Brad Kerr, Registered Professional Land
Surveyor, State of Texas, No. 4502, dated March 11, 2010.
h. Public Utility Easement from Arrenia H. Ellis et al to City of College Station, Texas, dated May 24,
2006, recorded in Volume 7233, page 93, Official Records of Brazos County, Texas, and as shown
on survey plat prepared by Brad Kerr, Registered Professional Land Surveyor, State of Texas, No.
4502, dated March 11, 2010.
I. Temporary Construction Easement from Amenia H. Ellis at al to City of College Station, Texas, dated
May 24, 2006, recorded in Volume 7233, page 103, Official Records of Brazos County, Texas.
j. Royalty reservation in Deed from S. F. Machos at al to P. D. Gandy, dated October 3, 1949, recorded
in Volume 140, page 614, Deed Records of Brazos County, Texas. Title to this reservation has not
been traced subsequent to the date of the above -cited instrument.
k. Mineral and groundwater reservation in Deed from Arrenia H. Ellis, et al to Heath Phillips
Investments, LLC, dated May 13, 2010, recorded in Volume 9637, page 73, Official Records of
Brazos County, Texas. Title to this reservation has not been traced subsequent to the date of the
above -cited instrument.
Estate created by Oil and Gas Leases from Florence Haupt King at al to Baker Exploration
Company, dated December, 1993, recorded in Volume 2020, pages 93, 113, 122 and 140, Official
Records of Brazos County, Texas. Title to this lease has not been traced subsequent to the date of
the above -cited instrument,
m. Estate created by Oil and Gas Lease from Lewis M. Haupt to Baker Exploration Company, dated
January 5, 1994, recorded in Volume 2020, page 146, Official Records of Brazos County, Texas.
Title to this lease has not been traced subsequent to the date of the above -cited instrument.
n. Terms, conditions and stipulations contained in Bill of Sale for Water rights from Haupt Family
Partnership to the Haupt Water Partnership,. dated December 7, 2000, recorded in Volume 4012,
page 288, Official Records of Brazos County, Texas.
o. All leases, grants, exceptions or reservations of coal, lignite, oil, gas and other minerals, together
with all rights; privileges and immunities relating thereto, appearing in the Public Records, whether
listed in Schedule B or not. There may be leases, grants, exceptions or reservations of mineral
COMMONWEALTH LAND TITLE INSURANCE COMPANY
SCHEDULE B
File No.: 148982 (Continued) Policy No.: 813984$-80691871
interests that are not listed.
p. The Tax Certificate furnished by the taxing authorities is issued on real estate only. It does not
include minerals and/or personal property, therefore, no liability is assumed herein forthe payment of
said mineral and/or personal property tax.
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Policy No.: TX0265-81-148982-2010.8139843-80691871
OWNER'S POLICY OF TITLE INSURANCE ('I'-1)
Issued by
COMMONWEALTH LAND TITLE INSURANCE COMPANY
Any notice of claim and any other notice or statement in writing required to be given the Company under this Policy must be
given to the Company at the address shown in Section 18 of the Conditions.
COVERED WS1KS
SUBIECTTO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE E
AND THE CONDITIONS, COMMONWEALTH LAND TITLE INSURANCE COMPANY, a Nebraska 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;
(ih) 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 iaw;
(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 tares 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.
(d) Any statutory or constitutional mechanic's, contractor's, or materialman's Gen for labor or materials having its inception on
or before Date of Policy.
3. Lack of good and indefeasible 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) 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 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:
8139843 (2/10) owner's Policy of Title lnsurmgg T 1 (2/01/10)
(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 Tittle 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 a judgment or Iien creditor.
10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks I 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.
Signatory Au' ' ed � �J (�J
TX0265 148982
Brazos County Abstract Company
3800 Cross Park Dr
Bryan, TX 77802
Tel:(979) 731-1900
Fax:(979) 731-8352
COMMONWEALTRLANOTTILE INSU RAN CE COMPANY
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8139843 (2r10) Owner's Policy of Title Insurance T-1 (2/01110)
EXCLUSIONS FROM COVERAGE
The following waders are expressly excluded from the coverage ofthis policy and the Company "It notpay toss 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) reauicting, regulating, prohibiting or relating to:
(i) the Occupancy, use, or enjoyment of the land;
(i) the character, dimensions or location of any improvement erected on the Land;
(fit) 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 govemmenml police power, This Exclusion l(b) does not modify or limit the coverage provided under Covered Risk 6.
2 Rights of eminent domain. This Exclusion does not modify or limltthe coverage provided under Covered Risk 7 or 8.
3. Defects, liens, encumbrances, adverse claims or other readers:
(a) created, suffered, assumed or agreed m by the Lmured Claimant;
(b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known m the Insured Claimant and not disclosed in writing to die Company by
the Insured Claimantprior to the date the insured Claimant became an Insured under this policy,
(a) resulting in no loss or damage to the Insured Claimant
(d) attaching or created subsequent to Date of Policy (ho)VOvcr, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or
(a) resulting in loss or damage that would not have been sustained tithe Insured Claimant had paid value for the Title.
4. Any claim by reason of the operation offederal bankmptoy, state insolvency or similar creditors' rights laws that the transaction vesting the' itle 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 tens policy.
5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching bets een Date of Policy and the date of tecording of the
deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A,
6. The refusal of any person to purchase, lease or lend money on the esmm or interest covered hereby in the land described in Schedule A because of Unmarketable Tide,
CON'DTmnwe
1. DEFINITION OFTERMS.
The following tenths when used in this policy mean:
(a) "Amount Of Insurance": the amount stated in Schedule A, as may be
Increased or decreased by endorsement to this policy, increased by
Section 8(b), or de- creased by Sections 10 and It of these Conditions.
(b) "Date of Policy": The date designated as "Date of Policy" in Schedule A.
(a) "Entity": A corporation, partnership, trust, limited liability company or other
similar legal entity.
(d) `Insured": the Insured named in Schedule A.
(i) The term "Insuod" also includes;
(A) successors to the Tide 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, merge; consolidation,
distribution or reorganization;
(C) successors to an Insured by its conversion to another kind of
Entity;
(D) 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 interosts
of the grantee are wholly -owned by the named Insured,
(2) If the gtamee wholly owns the named Insured,
(3) if the grantee is wholly -owned by an affiliated Endty of
the named Insured, provided the affiliated Entity and the
named Insured are both wholly -owned by the same
pemon or 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 Afor 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 tnsured.
(a) "Insured Claimant": an Insured claiming loss or damage.
(f) "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 theTide.
(g) "Land": the land described in Schedule A, and affixed improvements that
by law constitute real property. The term "Land" does not include guy
property beyond the lines of the area described in Schedule A, nor any
right, title, interest, estate or casement in abutting streets, roads, avenues,
alleys, lanes, ways or waterways, but this does not modify or limit the
extent that a tight of access to and from the Land is insured by this policy.
(h) "Mortgage": mortgage, deed of trust, mast deed, or other security
instrument, including one evidenced by electronic means authorized by
law
(i) "Public Records": records established under stem statutes at Date of
Policy for the purpose of imparting constructive notice of matter
relating to real property to pumiesus for value and without
Knowledge. With respect to Covered Risk 5(d), "Public Records" shall
also include environmental promotion liens filed in the records of the
8139843 (2110)
clerk of the United States District Court for the district where the Land
is located.
6) "Tide': the estate or interest described in Schedule A.
(k) "Unmazketable Title": Title affected by an alleged or apparent matter
that would permit a prospective purchaser or lessee of die Title or lender
on the Tide to be released from the obligation to purchase, lease or lend if
there is a contmontal condition requiring the delivery of marketable title.
2. CONTINUATION OF INSURANCE. The coverage of this policy shall continue in fora as of Date of Policy in favor
of an Insured, but only so long as the Insured retains an estate or interest in the
Ind, or holds an obligation segued 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 scoured by a purchase
money Mortgage given to the Insured.
I. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT.
The insured shall notify the Company promptly in writing (i) in case of any
litigation as set forth in Section 5(a) below, or (ih) in case Knowledge shall
come to an Insured lIcnMedu of any claim of title or interest that is adverse
to the Tide, as insured, and that might cause toss or damage for which the
Company may be liable by virtue of this policy, if the Company is prejudiced
by the future 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.
When, after the Date of the Policy, the Insured notifies the Company as
required herein of alien, encumbrance, adverse claim or other defect in Tide
Insured by this policy that is not excluded or excepted from the coverage of
this policy, the Company shall promptly investigate the charge to determine
whether the lien, encumbrance, adverse claim or defect or other matter is
valid and not barred by law or stature. The Company shall notify the insured in
writing, within a reasonable time, of its determination as to the validity or
invalidity of the Insured's claim or charge under the policy. If the Company
concludes that the lien, encumbrance, adverse claim or defect is not covered
by this policy, or was otherwise addressed in the closing of the transaction in
connection will' which this policy was issued, the Company shall specifically
advise the Insured of the reasons for its determination. If the Company
concludes that the Tien, encumbrance, adverse claim or defect is valid, the
Company shall take one of the following actions: (i) institute the necessary
Proceedings to clear the lien, encumbrance, adverse claim or defect from the
Tide as insured; (i) indemmi£y the Insured as provided in this policy; (iii) upon
payment of appropriate premium and charges therefor, issue to the Insured
Claimant or to a subsequent owner, mortgagee or holder of the estate or interest
in the land insured by this policy, a policy of tide insurance without
exception for the lien, encumbrance, adverse claim or defect, said policy to be
in an amount equal in the current value of the Land or, if a loan policy, the
amount of the loan; (w) indemnify another title insurance company in
connection with its issuance of a poticy(ies) of tide insurance without
exception for the lien, eacmmbrance, adverse claim or defect (v) secure a
release or other document discharging the lien, encumbrance, adverse claim
or defame or (vi) undertake a combination of (i) through (v) herein.
Owner's Policy of Title insurance T-1 (2101/10)
PROOFOFLOSS.
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 that the
Insured Claimant famish asigned proof of loss. The proofof 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 extent possible, the
basis of calculating the amount of the loss or damage.
DEFENSE AND PROSECUTION OFACTIONS.
(a) Upon written request by the Insured, and subject to the options contained
in Sections 3 and 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 right 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 stood causes of action It shall not be liable for and
will not pay The fees of any otter 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 Sections 3 and 7, at its own cost, to institute and prosecute any
action or proceeding or to do any other act that in is opinion may be
necessary or desirable to establish the Trtle, as insured, or to provont
or reduce loss or damage to the Insurod. The Company may take any
appropriate action under the terms of this policy, whether or not it shall
ue liable to the Insured. The exercise of these rights 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.
(0) 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 the right, in is sole discretion, to, appeal from any adverse
judgmentorordor.
DUTY OFINSURED CLAIMANT TO COOPERATE.
(a) In ell cases where this policy permits orrequims 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 right to so prosecute or
Provide defense in the action or proceeding, including the right to use, at
is option, the name of the Insurod for this purpose. Whenever requested
by the Company, the Insured, at the Company's expense, shall give the
Company all ressonabic aid (i) in securing evidence, obtaining witnesses,
prosecuting or defending the action or proceeding, or effecting
settlement, and (ii) in any other lawful act that in Are opinion of the
Company may be necessary or desirable to establish the Tide or any other
matter as insured, If the Company is prejudicod by the failure of the
Insured to famish 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) TITO Company may reasonably require the Insured Claimant to 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,
comespondenCc, reports, cmails, disks, tapes, and videos whether
bearing a dale before or alter Data of Policy, that reasonably pertain to
the loss or damage. Further, if requested by any authorized representative
of the Company, the Insured Claimant shall grant is 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 Ions 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 secure reasonably ncoessary
information from third parties as required in this subsection, unless
prohibited by law or governmental regulation, shall terminate any
liability ofthe Company under this policy as to that claim.
OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS;
TERMINATION OF LIABILITY.
8139843 (2/10)
e
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 with any costs, attorneys' fees and expenses incurred by Are
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 or
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 time of
an insured Claimant any claim insured against under this policy. In
addition, the Company will pay any costs, attomcys' 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
0i) 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 for in
subsections (b)(i) or (ii), the Company's obligations to the Insured under this
Policy for the claimed 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.
8. DETERMINATION.4ND EXTENT OFLIABILITY.
This policy is a contract of indemnity against actual monetary Ions 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 to the risk insured against by this policy.
(b) If the Company pursues is rights under Section 3 or 5 and is unsuccessful
in establishing the Titie, as insured:
(i) the Amount oflnsursnce shall be increased by 10%: and
(h) the Insured Claimant shall have the right to have the loss or
damage determined either as of the date the claim was made by the
Insured Claimant or as of the date it is sallied and paid.
(c) In addition to the extent of liability under (a) and (b), die Company will
also pay those costs, attorneys' fees and expenses incurred in
accordance with Sections 5 and 7 of these Conditions.
9. LIMITATION OF LIABILITY. o
(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,
all as insured, or takes action in accordance with Section 3 or 7, in a
reasonably diligent manner by any method, including 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 loss or damage
caused to the Insured,
(b) In the eventofany 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 boon a final determination by a court of competent
jurisdiction, and disposition of all appeals, adverse to the Title, as
Insured,
(o) 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 tine 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 lnsutnce 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 Tide, and the amount so paid shall be deemed a payment to the
Insured under this policy.
12. PAYMENTOFLOSS.
When liability and the extent of loss or damage have been definitely fixed in
Owner's Policy of Title Insurance T•I (2/01/10)
13.
14
15.
accordance with these Conditions, the payment shall be made within 30 days.
RIGHTS OPRECOVERY UPON PAYMENT OR SETTLEMENT.
.;(a) Whenever the Company shall have settled and paid a claim under this policy,
if -shall be subrogated and entitled to the rights of the Insured Claimant in
the rifle and all other rights and remedies in aspect to the claim that the
Insured Claimant has against any person or property, to the extent of the
mount of any loss, costs, art racys'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
more of the Insured Claimant in any transaction or litigation involving these
rights and remedies, Ifs payment on account of a claim does not fully cover
the loss of the Insured Claimant, the Company shall defer the exercise of
its right to recover until after the Insured Claimant shall have recovered its
Ion.
(b) The Company's right of Subrogation includes the rights of the Insured to
indemnities, guaranties, other policies of insurance or bonds,
notwithstanding any tents or conditions contained in those instruments that
address subrogation rights.
ARBITRATION.
Either the Company or the Insured may demand 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 arc 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 orthe 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, unless the Insured is an individual
person (as distinguished from an Entity). 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.
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
Companv. 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 tams and provisions. Except as the
endorsement expressly states, it does not (i) modify any of the terms and
Provisions of the policy, 0i) modify any prior endorsement, (iii) extend the
Date of Policy or (iv) increase the Amount of Insurance. Each
Commitment, endorsement or other form, or provision in the Schedules
to this policy that refers to a term defined in Section 1 of the Conditions
shall be deemed to refer ce the term regardless of whether the term is
capitalized in the Commitment, endorsement or other form, or
Schedule.
Each Commitment, endorsement or other form, or provision in the Schedules
that refers to the Conditions and Stipulations shall be deemed to refer to the
Conditions of this policy.
16. SEVERABILITY.
In the event any provision of this policy, in whole or in part, is held invalid
or unenforceable under applicable law, the policy shall be deemed not to include
that provision or such part held to be invalid and all other provisions shall remain
in frill force and effect
17. CHOICE OF LAW; FORUM.
(a) Choice of Law: The Insured acknowledges the Company has
underwritten the risks covered by this policy and determined the premium
charged therefor in reliance upon the law affecting interests in real
property and applicable to the interpretation, rights, remedies or
enforcement of policies of title insurance of the jurisdiction where the
Land is located. Therefore, the court or an arbitrator shall apply the law,
of the jurisdiction where the Land is located to determine the validity of
claims against the Title that are adverse to the Insured, and in interpreting
and culweing the terms of this policy. In neither case shall the court or
arbitrator apply its conflicts of taws principles to determine the applicable
law.
(b) Choice of Forum: Any litigation or other proceeding brought by the
Insured against the Company must be filed only in a state or federal court
within the United States of America or its territories having appropriate
jurisdiction.
IS. NOTICES, WHERE SENT.
Any notice of claim and any other notice or statement in writing Too aired to
be given the Company under this Policy must be given to the Company at
National Claims Administration, P.O. Box 45023, Jacksonville, Florida 32232•
5023.
8) 39843 (2/10) Owner's Policy of Title Insurance T 1 (2/01/10)