HomeMy WebLinkAboutTitle InsuranceTicor Title Insurance Company
Policy No.: TX2667- 48- S31726- 2009.7422143- 78363671
OWNER'S POLICY OF TITLE INSURANCE (T -1)
Issued by
Ticor Title Insurance Company
Any notice of claim and any other notice or statement in writing required to be given the Company ender this Polley must
be given to the Company at the address shown in Section 18 of the Condition&
COVERED RISKS
SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS PROM COVERAGE CONTAINED IN SCHEDULE B
AND THE CONDITTONS, TICOR TITLE INSURANCE COMPANY, a California 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:
(1) forgery, fraud, undue influence, duress, incompetency, incapacity or Impersonation;
(ii) failure of any person or Entity to have authorized a transfer or conveyance;
(iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized or delivered;
(iv) failure to perform those aots necessary to create a document by electronic means authorized by law;
(v) a document executed under a falsified, expired or otherwise invalid power of attorney;
(vl) a document not properly filed, recorded or indexed in the Public Records including failure to perform those acts by
electronic means authorized by law; or
(vii)a defective judicial or administrative proceeding.
(b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but
unpaid.
(c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed
by an accurate and complete land survey of the Land.
The term "encroachment" includes encroachments of existing improvements located on the Land onto adjoining land, and
encroachments onto the Land of existing improvements located on adjoining land,
(d) Any statutory or constitutional mechanic's, contractor's, or materialman's lien 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:
(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
7422143 (4(08) Owner's Policy of Title insurance (T -1) (05/01/08)
similar creditors' rights laws; or
(b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal
bankruptcy, state insolvency or similar creditors' rights laws by reason of the failure of its recording in the Public
Records:
(i) to be timely, or
(ii) to impart notice of its existence to a purchaser for value or a Judgment or lien creditor.
10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created
or attached or has been filed or recorded In the Public Records subsequent to Date of Policy and prior to the recording of
the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.
The Company will also pay the costs, attorneys' fees and expenses incurred In defense of any matter insured against by this Policy,
but only to the extent provided in the Conditions.
TX2667 S31726
Lawyers Title Company of Brazos County
1450 Copperfield Parkway
College Station , TX 77845
Tel:(979) 776 -3600
Fax:(979) 776-3700
A " horized Signatory
7422143(4!08)
ti
Ar1'EST
13° i' `.f 'aE..4 VRANC2'E:'te0( iF. ARY
J Provident
deeraide
Owner's Policy elide Insurance (T-1) (05/01/08)
OWNER'S POLICY OF TITLE INSURANCE
Issued by
Ticor Title Insurance Company
SCHEDULE A
Name and Address of Title Insurance Company:
TICOR TITLE INSURANCE COMPANY
2001 Bryan Street, Suite 1700, Dallas, Texas 75201
File No.: 831726
Address for Reference only: South Dowling Road, College Station, TX 77845
Amount of Insurance:
Date of Policy: August 4, 2009, at 8 :33 am
Policy No.: 7422143- 78363671
Issued with Policy No. 7422243- 78363449
Premium:
I. Name of Insured: GEO 3, Inc., a Texas corporation
2. The estate or interest in the Land that is insured by this policy is: Fee Simple
3. Title is insured as vested in GEO 3, Inc., a Texas corporation
4. The Land referred to In this policy is described as follows:
All that certain lot, tract or parcel of land being 53.308 acres, situated in the ANDREW McMAI T SUR'VIW,
ABSTRACT No. 167, Brazos County, Texas, and being a part of that certain called 85.4 acre tract as described in
deed from W.L. McCulloch and wife, Mrs. Hattie McCulloch to T.W. Chenault of record in Volume 145, Page 576,
Deed Records of Brazos County, Texas, said 53.308 acre tract being more particularly described by metes and bounds
as follows:
BEGINNING at a 3/4" iron rod found for the most northerly corner, said corner being the most northerly corner of
said called 85.4 acre tract, said corner also being the most easterly corner of the D.R. Cain called 26.19 acre tract
described in Volume 259, Page 476 and Volume 375, Page 72, said corner also being located n the southwest line of the
W.E. Benton called 15.41 acre tract described in Volume 362, Page 473;
THENCE 5 47° 53' 56" E, along the northeast line of said called 85.4 acre tract and the southwest line of said called
15.41 acre tract a distance of 1193.02 feet to a 1/2" iron rod found for angle point, said corner being the most
southerly corner of said called 15.41 acre tract, said corner also being the southwest corner of Lot 11, Shiloh
Subdivision as described in Volume 289, Page 219;
THENCE S 48° 00' 35" E, continuing along the northeast Line of said called 85.4 acre tract and the southwest line of
said Lot 11 a distance of 385.25 feet to a 1/2" iron rod with cap set for the most easterly corner, said corner being the
most northerly corner of the DeWayne Northcutt called 5.00 acre tract described in Volume 6518, Page 249;
THENCE S 17° 54' 24" W, along the northwest line of said called 5.00 acre tract at a distance of 963.92 feet passing a
1/2" iron rod found for the southwest corner of said called 5,00 acre tract and continuing for a total distance of 995.73
feet to a point in the centerline of South Dowling Road for the southeast corner;
THENCE generally along the centerline of said South Dowling Road the following calls:
N 82° 15' 05" W, a distance of 137.89 feet to a point for angle point;
N 87° 32' 14" W, a distance of 129.09 feet to a point for angle point;
S 85° 44' 48" W, a distance of 155.74 feet to a point for angle point;
S 83° 56' 26" W, a distance of 97.61 feet to a point for angle point;
S 82° 48' 33" W, a distance of 212.40 feet to a point for angle point;
5 75° 43' 50" W, a distance of 103.75 feet to a point for angle point;
S 71° 41' 10" W, a distance of 107.64 feet to a point for angle point;
S 70° 02' 06" W, a distance of 205.54 feet to a point for angle point;
S 68° 25' OS" W, a distance of 212.41 feet to a point at the intersection of the centerline of said South Dowling
DORM T Owncr's Policy of Title Insurance Page 1
Continuation of Schedule A Policy No. 7422143 78363671
Road and the northeast right -of -way line of the old 1 & GN Railroad right•o1.way (now known as 1 & GN Road) for
the southwest corner;
THENCE with the northeast right -of -way line of said 1 & GN Road around a curve in a clockwise direction having a
delta angle of 05 17' 23 ", an arc distance of 259.86 feet, a radius of 2814..67 feet, and a chord of N 24° 42' 58" W, a
distance of 259.77 feet to a 1/2" iron rod with cap set for the point of tangency of said curve;
THENCE N 22° 04' 16" W, continuing along the northeast right-of-way line of said I & GN Road a distance of 332.90
feet to a 5/8" iron rod with cap found for a most westerly corner, said corner being the most southerly corner of the
David Gold called 10.0543 acre tract described in Volume 3253, Page 54;
THENCE N 42° 18' 40" E, along the southeast line of said called 10.0543 acre tract a distance of 900.65 feet to a 5/8"
iron rod with cap for an interior corner, said corner being the most easterly corner of said called 10.0543 acre tract;
THENCE N 22 04' 16" W, along the northeast tine of said called 10.0543 acre tract a distance of 697.29 feet to a 1/2"
iron rod with cap set in the northwest line of said called 85.4 acre tract for a west corner, said corner being the most
northerly corner of said called 10.0543 acre tract, said corner also being located in the southeast line of said called
26.19 acre tract;
THENCE N 42° 18' 23" E, along the northwest line of said called 85.4 acre tract and the southeast line of said called
26.19 acre tract a distance of 514.36 ibat to the PLACE OP BEGINNING and containing an area of 2,322,109 square
feet, or 53.308 acres of land, more or less, with 0.906 of one acre being located within the prescriptive right-of-way of
South Dowling Road.
NOTE: The Company is prohibited from insuring the area or quantity of the land described herein. Any statement
in the above legal description of the area or quantity of land is not a representation that such are or quantity is
correct, bat is made only for informational and/or identification purposes and does not override Item 2 of Schedule 11
hereof.
FORM T -1: Owner's Policy of Title !murance Page 2
File No.: 831726
OWNER'S POLICY OF TITLE INSURANCE
Issued by
Thor Title Insurance Company
SCHEDULE B
c. Easements, or claims of easements, not shown by the public records.
Policy No.: 7422143- 78363671
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 leases and easements, limy, shown in Schedule A, and the following matters:
delete-tkie- exception):
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 ruts 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 beyond the line of harbor or bulkhead lines as 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 right of access to that area or
easement along and across that arca.
5. Standby fees, taxes and assessments by any taxing authority for the year 2009, and subsequent years; and subsequent taxes
and assessments by any taxing authority for prior years duo to change in land usage or ownership, but not those taxes or
assessments for prior years because of an exemption granted to a previous owner of the property under $ection 11.13, Texas
Tar Code, or because of improvements not assessed for a previous tax year.
6. The following matters and all terms of the documents creating or offering evidence of the matters (The Company must insert
matters or delete this exception.);
a. Deed of Trust executed by GBO 3, Inc., a Texas corporation, to James W. Goolsby, Jr., Trustee, dated July
31, 2009; securing the payment of one note of even date therewith in the principal aura of 81,200,000.00,
payable to Sterling Bank, said Deed of Trust filed for record with the Office of the County Clerk of Brazos
County, Texas on August 4, 2009, recorded in Volume 9248, Page 94, Official Records of Brazos County,
Texas.
b. Title to any portion of the captioned property lying within the bounds of any public road or highway
traversing the property, as shown on a survey made under the supervision of It Curtis Strong, R.1'.L.S. No.
4961, dated July 5, 2006.
FORM T -I; Owner's Policy of Title Insurance Page 3
Continuation of Schedule B Policy No. 7422143 - 78363671
d. Survey dated July 5, 2006, prepared by Strong Surveying, H. Curds Strong, R.P.L.S. No. 4961 shows the
following matters, the existence of which are not insured against loss by this policy:
1. Variation between the fence(s) and the northeasterly and lower southwesterly and southerly property
lines.
2. Rights or claims, if any, of adjoining property owners, or of the Public in and to that portion of the
insured premises lying between the fence and the southerly lot Une along or in the South Dowling
Road right-of-way.
e. Right of Way Easement executed by W. L. McCulloch and Hattie B. McFerran McCulloch to the City of
Bryan, dated June 29,1950, recorded in Volume 144, Page 108, Deed Records of Brazos County, Texas
(Blanket), as noted on a survey made under the supervision of H. Curtis Strong, R.P.L.S. No. 4961, dated July
5, 2006.
f. General Right -of- -Way Easement executed by T. W. Chenault to Wellborn Water Supply Corporation, dated
August 9, 1971, recorded in Volume 303, Page 288, Deed Records of Brazos County, Texas (Blanket), as noted
on a survey made under the supervision of H. Curtis Strong, R.P.L.S. No. 4961, dated July 5, 2006.
g. Right of Way Easement executed by T. W. Chenault to the City of Bryan, dated October 3, 1982, recorded in
Volume 548, Page 539, Deed Records of Brazos County, Texas (Blanket), as noted on a survey made under the
supervision of H. Curtis Strong, R.P.L.S. No. 4961, dated July 5, 2006.
h. *Mineral reservation with no right of ingress or egress to the surface for the purpose of mining, drilling,
exploring, operating and developing said lands for oil, gas and other minerals and removing the same
therefrom, or for tbe purposes of using such property for the storage or transportation of oil, gas and other
minerals, as contained in Deed executed by Hulda Mary Chenault, an unmarried person acing by Elaine R.
Harris, her Attorney -in -Fact, to KWM, L.P., a Texas Limited Partnership dated September 6, 2006, recorded
in Volume 7579, Page 160, Official Records of Brazos County, Texas.
Mineral reservation contained in Deed executed by KWIC(, L.P., a Texas Limited partnership, acting by and
through its General Partner, KWM Properties, L.L.C., a Texas limited liability company, to GEO 3, Inc., a
Texas corporation, dated December 12, 2008, recorded in Volume 8903, Page 58, Official Records of Brazos
County, Texas.
*Tide to said interest has not been Investigated subsequent to the date of the aforementioned instrument.
Any and *Miens arising by reason of unpaid bills or claims for work performed or materials furnished in
connection with improvements placed, or to be placed, upon the subject land. However, the Company does
insure the Insured against Loss, if any, sustained by the Insured under this Policy If such liens have been filed
with the County Clerk of Brazos County, Texas, prior to the date hereof.
k. Liability hereunder at the date hereof is limited to 4101.1110 Liability shall increase as contemplated
improvements are made, so that any loss payable hereunder shall be limited to said sum plus tbe amount
actually expended by the Insured in improvements at the time the loss occurs. Any expenditures made for
improvements, subsequent to the date of this policy, will be deemed made as of the date of this policy. In no
event, shall the liability of the Company' hereunder exceed the face amount of this policy. Nothing contained
In this paragraph shall be construed as limiting any exception or any printed provision of this policy.
Countersigned
Lawyers Title Company of Brazos County
y .UG�.
' Countersignature
Authorized Countersign Wi
FORM T -1: Owner's Policy of Title Insurance Page 4
IMPORTANT NOTICE AVISO IMPORTANTE
To obtain information or make a complaint:
Para obtener informacion o para someter una
quoja:
You may call Ticor Title insurance Company's Usted puede ilamar al numero de telefono
tof4free telephone number for Information or to grails Compania de Seguros de T(tulo de Ticor
make a complaint at Title pare informacion o para someter una
queja at:
1.800.422.4303
You may also write to Ticor Title insurance
Company at
2001 Bryan Street, Suite 1700
Dallas, Texas 75201
You may contact the Texas Department of
Insurance to obtain information on companies,
coverages, rights or complaints at
1 -800 -252 -3439
You may write the Texas Department of
insurance:
P.O. Box 149104
Austin, TX 78714 -9104
Fax: (512) 475 -1771
Web: htto:/ /www.tdt.state.tx.us
E -mail: ConsumerProtection (8atdl,state.tx.us
PREMIUM OR CLAIM DISPUTES:
Should you have a dispute concerning your
premium or about a claim you should contact
the company first If the dispute is not
resolved, you may contact the Texas
Department of Insurance.
ATTACH THIS NOTICE TO YOUR POLICY:
This notice is for Information only and does not
become a part or condition of the attached
document.
Texas Form B- 0023 -07 Important Notice
1.800.4224303
Usted temblen puede escribir a Compania
Seguros de Titulo de TlcorTitle
2001 Bryan Street, Suite 1700
Dallas, Texas 75201
Puede comunicarse con el Departamento de
Seguros de Texas para obtener informacion
acerca de companies, coberturas, derechos o
qua }as al:
1- 800 - 252 -3439
Puede escribir al Departamento de Seguros de
Texas:
P.O. Box 149104
Austin, TX 78714-9104
Fax: (512) 475 -1771
Web: http://www,tdi,state.tx.us
E -mail: ConsumerProtection Oltdi.state.tx.us,
DfSPUTAS SOBRE PR(MAS 0 RECLAMOS:
Si tiene una disputa concerniente a su prima o
a un rectamo, debe comunicarse con el la
compania) primero. Si no se resuelve la
disputa, puede entonces comunicarse con el
departamento (TDI).
UNA ESTE AVISO A SU POLIZA: Este aviso
es solo pars proposito de informacion y no se
convierte en parte o condition del documento
adjunto.
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage orals policy and the Company will notpay loss or damage, costs, attorneys' fees or expenses that arise by reason
of:
1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting or relating to:
(I) the occupancy, use, or enjoyment of the Land;
(ii) the character, dimensions or location of any improvement erected on the Land;
(iii) subdivision of land; or
(Iv) environmental protection;
or the affect of any violation of these laws, ordinances or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk
5.
(b) Any governmental police power. This Exclusion 1(b) doer not modify or limit the coverage provided under Covered Risk 6.
2. Rights of eminent domain. This Exclusion does not modify or limit the coverego provided under Covered Risk 7 or 8.
3. Defects, liens, encumbrances, adverse daitna or other matters:
(a) created, suffered, assumed or agreed to by the Insured Claimant;
(b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by
the insured Claimant prior to the date the insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claireme
(d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or
(e) resulting in loss or damage that would not have been sustained If the Insured Claimant had paid value for the Title.
4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A,
Is:
(a) a fraudulent conveyance or fraudulent transfer, or
(b) a preferential transfer for any reason not stated In Covered Risk 9 of this policy.
5. Any lien on the Tide for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the
deed or other instrument of transfer in the Public Records that vests Title as shown In Schedule A.
6. The retitsal of any person to purchase, lease or lend money on the estate or interest covered hereby in the land described in Schedule A because of Unmarketable Tide.
1. DEEIIVTTION OF TERMS.
The following terms when used in this policy mean:
"Amount of Insurance ": the amount stated in Sohedulo A, as may be
htcreased or decreased by endorsement to this policy, increased by
Section 8(b), or de- creased by Sections 10 and 11 of these Conditions,
"Date ofPolicy ": The date designated as "Date of Policy" in Schedule A.
"Entity"; A corporation, parnnerabip, trust, limited liability mmpany or
other similar legal entity.
(d) "Insured ": the Insured named In Schedule
A. (f)Tha term "Insured" also includes:
(A) successors to the Title of the insured by operation of law as
distinguished from purchase, including heirs, devisees,
survivors, personal representatives or next of kin;
(8) successors to an Insured by dissolution, merger, 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 interests
of the grantee are wholly -owned by the named insured
(2) If the grantee wholly owns the named Insured,
(3) If the grantee is wholly -owned by an affiliated Entity of
the named Insured, provided the affiliated Entity and tho
named Insured are both wholly -owned by the same
person 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 A for estate planning purposes.
(f1) With regard to (A), (8), (C) and (D) reserving, however, all rights
and defenses as to any successor that the Company would have had
against any predecessor Insured.
"Insured Claimant ": an inured claiming Toss or damage,
"Knowledge" or "Known ": actual knowledge, not constructive knowledge
or notice that may be imputed to an Insured by reason of the Public
Records or any other records that impart constructive notice of matters
affecting the Tide.
(g) "Land ": the land described in Schedule A, and affixed improvements that
by law constitute real property. The term "Land" does not include any
property beyond the linos of the area described in Schedule A, nor any
right, title, interest, estate or easement in abutting streets, roads, avenues,
alleys, cartes, ways or waterways, but this does not modify or limit the
extent that a right of access to and from the Land is insured by this policy.
(h) "Mortgage ": mortgage, deed of trust. trust deed, or other security
instrument, including ono evidenced by electronic means authorized by
law.
"Public Records ": records established under state statutes at Date of
Policy for the purpose of imparting constructive notice of mauen
relating to real property to purchasers for value and without
Knowledge, With respect to Covered Risk 5(d), "Public Records" shall
also Include environmental protection liens filed in the records of the
7422143 (4/08)
(a)
(b)
(c)
(0)
(0
(i)
CONDITIONS
2.
3 .
clerk of the United States District Court for the district where the Land
is located.
(j) "Title ": the estate or interest described in Schedule A.
(k) "Unmarketable Title ": Title affected by an alleged or apparent matter
that would permit a prospective purchaser or lessee of the Tide or lender
on the Title to be released from the obligation to purchase, lease or lend if
there le a contractual condition requiring the delivery of marketable title.
CONTINUATION OF INSURANCE,
The coverage of this policy shall continuo in force as of Date of Policy in favor
of an Insured, but only so long as the insured retains an estate or interest in the
Land, or holds an obligation secured by a purchase money Mortgage given by a
purchaser from the Insured, or only so long as the insured shall have liability
by reason of warranties in any Iranafbr or conveyance of the Tale. This policy
shall not continue in force In favor of any purchaser from the Insured of either (1)
an estate or interest in the Land, or (ii) an obligation secured by a purchase
money Mortgage given to the insured.
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 (if) in care Knowledge shall
come to an Insured hereunder of any claim of title or interest that is adverse
to the Title, as insured, and that might cause loss or damage for which rho
Company may be liable by virtue of this policy. If the Company is prejudiced
by the failure of the Insured Clairrent 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 a lien, encumbrance, adverse claim or other defect In Title
insured by this policy that Is not excluded or excepted from the coverage of
this policy, the Company shalt promptly investigste the charge to determine
whetter the lion, encumbrance, adverse claim or defect or other matter Is
valid and not barred by law or statute. The Company shall notify the insured in
writing, within a reasonable lima, of its determination as to the validity or
invalidity of the Insured's claim or charge under the policy, 11 the Company
concludes that the lien, encumbrence, adverse claim or detect is not covered
by this policy, or was otherwise addressed in the closing of the transaction in
connection with which this policy was issued, tiro Company shall speciflcally
advise the Insured of the reasons for its determination. Tf the Company
concludes that the lien, encumbrance, adverse claim or defect is valid, the
Company shall take one of the following actions: (1) institute the necessary
proceedinge to clear the lien, encumbrance, adverse claim or defect from the
Tit)a as insured; (ii) indemnify the insured as provided In this policy; (111) 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 title insurance without
exception for the lien, encumbrance, adverse claim or defect, said policy to be
in an amount equal to the current value of the Land or, if a mortgagee policy,
the amount of the loan; (iv) indemnify another title insurance company in
connection with its issuance of a polley(les) of title insurance without
ex for the lien, enowebrenco, adverse claim or defect; (v) secure a
release or otter document discharging the lien, encumbrance, adverse claim
or defect; or (vI) undertake a combination of (i) through (v) herein.
Owner's Policy of Title Insurance (T-1) (05101108)
4.
5.
PROOF OF LOSS.
In the event the Company is unable to determine the amount of loss or damage,
the Company may, at its option, require as a condition of payment that the
Insured Claimant furnish a signed proof of loss. The proof of loss must describe
the defect, lien, encumbrance or other natter insured against by this policy that
constitutes the basis of las or damage end shall state, to the extent possible, the
basis of calculating the amount of the loss or damage.
DEFENSEAND 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
with- out unreasonable delay, shall provide for the defense of an Insured
In litigation in which any third party aunts 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 tho
Insured as to those stated causes of action. It shall not be liable for and
will not pay the lies of any other counsel. The Company will not pay
any fees, costs or expenses incurred by the Insured in the defense of
those causes of action that allege matters not insured against by this
policy.
(b) The Company shall have the right, in addition to the options contained
in Sections 3 and 7, at its own cost, to institute and preaeeute any
action or proceeding or to do any other act that in its opinion may be
necessary or desirable to establish tho Title, as insured, or to prevent
or reduce loss or damage to the Insured. The Company may take any
appropriate action under the terms of this policy, whether or not it shall
be liable to the Insured, The exercise of the 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.
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 Its sole discretion, to appeal from any adverse
judgment or order, when the Company has reasonable grounds to
dispute coverage under this policy, the Company may reserve its rights
to pay the claim and the eons of defense and seek reimbursement (hum
the Insured for all amounts paid fbr which there was no coverage.
6. DUTY OFINSURED CLAMANT TO COOPERATE.
(a) In all cases where this policy permits or requires the Company to prosecute
or provide for the defense of any notion or proceeding and any appeals,
the Insured shall secure to the Company the tight to so prosecute or
provide defense in the action or proceeding, including the right to use, at
its option, the name of the Insured for this purpose. Whenever requested
by the Company, the Insured, at the Company's expense, shall give the
Company all reason- able aid (1) in securing evidence, obtaining
witnesses, prosecuting or defending the action or proceeding, or
effecting settlement, and (ii) In any other lawfbl act that in the opinion
of the Company may be necessary or desirable to establish the Title or
any other matter as insured. If the Company Is prejudiced by the failure
of the insured to furnish the required cooperation, the Company's
obligations to the Insured under the polity shall terminate, Including
any liability or obligation to defend, prosecute, or continue any litigation,
with regard to the natter or matters requiring such cooperation.
(b) The Company may reasonably require authorized representative of submit t
examination under oath by any
Company and to produce for examination, inspection and copying, at such
reasonable times and places as may be designated by the authorized
representative of the Company, all records, in whatever medium
maintained, including books, ledgers, checks, memoranda,
correspondence, reports, e- mails, disks, tapes, and videos whether
bearing a date before or after Date 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 its permission, In
writing, for any authorized representative of the Company to examine,
inspect and copy all of these records in the custody or control of a third
party that reasonably pertain to the loss or damage. All information
designated as confidential by the insured Claimant provided to the
Company pursuant to this Section shall not be disclosed to others
tunas, 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 reason- ably necessary
information from third parties as required in this subsection, unless
prohibited by law or governmental regulation, shall terminate any
liability of the Company under this policy as to that claim.
7422143 (4/08)
(0)
(c) If the Insured demands that the Company accept a settlement offer that is
not greater than the Amount of Insurance or if the Insured expressly
agrees that a settlement offer should be accepted, the Company has a
right to be reimbursed if it has timely asserted its reservation of rights
and notified the Insured that it intends to seek reimbursement if it pays
to settle or defend a claim that is not covered by the policy.
7. OPTIONS TO PAY OR OTHERWISE 6ETTI E CLAIMS:
TERMINATION OFLIABILTTY.
in case of a claim under this policy, the Company shall have the following
additional options:
(e) 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 the insured
Claimant that were authorized by the Company up to the time of payment or
tender of payment and that the Company is obligated to pay.
Upon the exercise by the Company of this option, all liability and obligations of
the Company to the Insured under this policy, other than to make the payment
required in this subsection, shall terminate. including any liability or
obligation to defend, prosecute, or continue any litigation.
(b) To Pay or Otherwise Settle With Parties Other than the insured or With
the insured Claimant.
(i) to pay or otherwise settle with other parties for or in the name of
an Insured Claimant any claim insured against under this policy. In
addition, the Company will pay any costs, attorneys' fees and
expenses incurred by the Insured Claimant that were authorised by
the Company up to the time of payment and that the Company is
obligated to pay; or
(II) to pay or otherwise settle with the Insured Claimant t h e y coats,
damage provided for under this policy, togethet with
attorneys' fees and expenses incurred by tho 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 Iitigation.
8. DETERMINATION AND EXTENT OF LIABILITY.
This policy is a contract of indemnity against actual monetary loss or damage
sustained or Incurred by the Insured Claimant who has suffered loss or
damage by reason of matters insured against by this o�ac y or damage under this
(a) The extent of liability of the Company for
policy shall not exceed the lesser of
(I) the Amount of Insurance; or
(11) 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 its rights under Section 3 or 5 and is unsuccessfirt
in establishing the Title, as insured,
(i) the Amount of Insurance shall be increased by 1094, and
(ii) 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 Claim- ant or as of the date it is settled and paid.
(c) In addition to the extent of liability under (a) and (b), the Company will
also pay those costs,' attorneys' fees and expenses incurred in
accordance with Sections 5 and 7 dames Conditions.
9. LIMITATION OF LIABILITY.
(a) if the Company establishes the Title, or removes the alleged defect, lien
or encumbrance, or cures the lack of a right of access to or from the Land,
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 shell not be liable for any loss or damage
caused to the Insured. or with
(b) In the event of any litigation, including litigation by the Company
the Company's consent, the Company shall have no liability for loss or
damage until there has been a final determination by a court of competent
jurisdiction, and disposition of all appeals, adverse to the Xtla, as
insured. for
(c) lThe iability r votun ly assumed by the for in settling damage to
any cl Insured
suit
without the prior written consent of the Company.
10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF
LIABILITY.
All payments under this policy, except payments made for costs. auomeys'
fens and expenses, shall reduce the Amount of insurance by the amount of the
payment
Owner's Policy of title Insurance (T•1) (01/01/08)
11. LIABILITY NONCUMULATIVE.
The Amount of insurance shall be reduced by any amount the Company pays
under any policy Insuring a Mortgage to which exception is taken in
Schedule B or to which the Insured has agreed, assumed, or taken subject or
which is executed by an insured after Date of Policy and which is a charge or
lien on the Titre, 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
accordance with these Conditions, the payment shall be made within 30 days.
13. RIGSTB OFRECOVERYUPON PAYitt4 ENT OR SiETT LElaYEN '.
(a) Whenever the Company shall have settled and paid a claim under this policy,
it shall be subrogatod and entitled to the rights of the Insured Claimant in
the Tide and all other rights and remedies in respect to the claim that the
Insured Claimant has against any person or property, to the extent of the
amount of any loss, soots, attomoys' fees and expenses paid by the Company:
If requested by the Company, tho insured Claimant shall execute
documents to evidence the transfer to the Company of these rights and
remedies. The Insured CWm• ant shall permit the Company to sue,
compromise or settle in the name of the Insured Claimant and to use the
name of the Insured Claimant in any transaction or litigation Involving these
rights and remedies. If a payment on account of a claim does not tblty cover
the loss of the Insured Claimant, the Company shall defer the exerotse of
its right to recover until after the Insured Claimant shall have recovered Its
I oss.
(b) The Company's right of subrogation includes the rights of the Insured to
indemnities, guaranties, other policies of insurance or bonds,
notwithstanding any terms or conditions contained in those instruments that
address subrogation rights.
14. ARBITRATION.
Either the Company or the Insured may demand that the claim or controversy
shall be submitted to arbitration pursuant to the Tide Insurance Arbitration
Rules of the American Land Title Association ( "Rules "). Except es provided in
the Rules, there shall be no joinder or consolidation with claims or
controversies of other parsons. Arbitrable matters may include, but am not
limited to, any controversy or claim between the Company and the Insured
arising out of or relating to this policy, any service in connection with its
issuance or the breach of e 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 en individual
person (as distinguished from an Entity). All arbitrable matters when the
Amount of interanm 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 Arbitrators) may be entered in any court of competent
jurisdiction.
15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT.
(a) This policy together with all endorsemenn, if any, attached to it by the
7422143 (4/08)
16.
17.
18,
Company is the entire policy and contract between the Insured and the
Company. to interpreting any provision of this policy, this policy shall be
construed as a whole.
(b) Any claim of Ices or damage that arises out of the status of the Tide or by
any action asserting such etaim, shall be restricted to this policy.
Any amendment of or endorsement to this policy must be in writing and
authenticated by an authorized person, or expressly incorporated by
ScheduleA of this policy.
(d) Each endorsement to this policy issued at any time is made a part of
this policy and is subject to all of its terms and provisions. Except a the
endorsement expressly status, it does not (i) modify any of the terms and
provisions of the policy, (OS) modify any prior endorsement, (tit) 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 bo deemed to refer to the tens regardless of whether the term is
capitalized in the Commitment, endorsement or other form, or
Schedule. Sash 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.
sEVERABT117Y.
In the event any provision of this policy, in whole or in pan, Is held invalid
or unenforceable under applicable law, the policy shatl be deemed not to include
that provision or such part held to be invalid and all otherprovistona shall remain
in full force and effect.
CHOICE OF LAW; FORUM.
(a) Choice of Law. The beefed aclatowledges 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 art 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
enforcing the terms of this policy. In neither case shall the court or
arbitrator apply its conflicts of laws principles to determine the applicable
law,
(b) Choice of Forum: Any litigation or other proceeding brought by the
insured against the Company must be Piled only in a state or federal court
within the United States of America or its territories having appropriate
jurisdiction.
NOTICES, WHERE SENT.
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
National Claims Administration, P.O. Box 45023, Jacksonville, Florida 32232•
5023.
(c)
Owner's Policy of Title insurance (T-1) (05/01/08)