HomeMy WebLinkAbout20223154.tiff111111 IIIII 111111 IIII IIIIIII III IIIIIII III 11111 1111 IIII
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WARRANTY DEED
THIS DEED, made this L3 day of November, 1998, between MIKA AG. CORP.,
a Colorado corporation, Grantor, and CALVARY FARMS, LLC, a Colorado limited
liability company, whose legal address is 3520 Holman Court, Greeley, Colorado
80631, Grantee:
WITNESSETH, That Grantor for and in consideration of the sum of Two Million
One Hundred Thousand and no/100ths Dollars ($2,100,000.00) and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, has
granted, bargained, sold and conveyed, and by these presents does grant, bargain, sell,
convey and confirm, unto Grantee, and Grantee's successors and assigns forever, all the
real property together with improvements, if any, situate, lying and being in the County of
Weld, and State of Colorado described as follows:
SEE EXHIBIT A attached hereto, consisting of one page, incorporated herein
by this reference as though fully set forth.
also known by street and number as: 38634 Weld County Road 39, Ault,
Colorado 80610;
TOGETHER with all and singular the hereditaments and appurtenances thereto
belonging, or in anywise appertaining, and the reversion and reversions, remainder and
remainders, rents, issues and profits thereof, and all the estate, right, title, interest, claim
and demand whatsoever of Grantor, either in law or equity, of, in and to the above
bargained premises, with the hereditaments and appurtenances.
TO HAVE AND TO HOLD the said premises above bargained and described, with
the appurtenances, unto Grantee, and Grantee's successors and assigns forever. And
Grantor does covenant, grant, bargain, and agree to and with Grantee, and Grantee's
successors and assigns, that at the time of the ensealing and delivery of these presents,
Grantor is well seized of the premises above conveyed, has good, sure, perfect, absolute
and indefeasible estate of inheritance, in law, in fee simple, and has good right, full power
and lawful authority to grant, bargain, sell and convey the same in manner and form as
aforesaid, and that the same are free and clear from all former and other grants, bargains,
sales, liens, taxes, assessments, encumbrances and restrictions of whatever kind or nature
soever, except those matters shown on Exhibit B attached hereto, consisting of three
pages, and incorporated herein by this reference as though fully set forth.
Grantor shall and will WARRANT AND FOREVER DEFEND the above -bargained
premises in the quiet and peaceable possession of Grantee, his heirs and assigns, against
all and every person or persons lawfully claiming the whole or any part thereof.
C 1OFFIC EIWPWINIHSH MIKA. WD 11119/98
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IN WITNESS WHEREOF, Grantor has caused this deed to be executed on the date
set forth above.
MIKA AG. CORP., a Colorado corporation
ATTEST:
By:
Secretary Richard P. Miller, President
_STATE OF COLORADO
) ss.
CITY AND COUNTY OF DENVER )
The foregoing instrument was acknowledged before me this 73 cd day of
November, 1998, by Richard P. Miller, as president of MIKA Ag. Corp., a Colorado
corporation.
Witness my hand and official seal.
My'commission expires:
C NOFFICEIWPWINIHSHIM IKA.WW 11/19/98
?ist_cc -O)
Notary PublicY
2
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EXHIBIT A TO WARRANTY DEED
GRANTOR: MIKA AG. CORP.
GRANTEE: CALVARY FARMS, LLC
PARCEL 1:
Lot A of Recorded Exemption No. 0709 -18 -4 -RE -141, being a portion of Section 18,
Township 7 North, Range 65 West of the 6th P.M., Weld County, Colorado, recorded June
14, 1974, in Book 717 as Reception No. 1638646.
PARCEL 2:
The E'/ of Section 19, and that part of the NE% of the NW'/4 of Section 19, Township 7
North, Range 65 West of the 6th P.M., Weld County, Colorado, more particularly described
as follows:
COMMENCING at the Northeast corner of said land;
thence running S89°32'W (Variation 14°30'E) 522 feet;
thence S51 °42'E 60 feet;
thence S37°00'E 70 feet;
thence S25°32'E 390 feet;
thence S33°49'E 357 feet;
thence S37°34'E 146 feet to the East line of said land;
thence N1°30'W 852 feet along the East line of said land to the PLACE OF BEGINNING;
except Lot A of Recorded Exemption No. 0709-19-4-RE935, recorded December 23, 1986,
in Book 1139 as Reception No. 02081918, as conveyed in warranty deed recorded July
25, 1989, in Book 1238 as Reception NO. 02186303.
PARCEL 3:
The W'/s of Section 20, Township 7 North, Range 65 West of the 6th P.M., Weld County,
Colorado.
PARCEL 4:
That part of the N% of the NW% of Section 29, Township 7 North, Range 65 West of the
6th P.M., Weld County, Colorado, which lies West of the For Far Lateral.
C: \0FFICEIWPWIN\HSHIMIKA.4W 11123/98
{ 11111111111111111 IIII 1111111 III 1111111 III IIIII 11111111
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2;0.08- T�ukamato
EXHIBIT B TO WARRANTY DEED
GRANTOR: MIKA AG. CORP.
GRANTEE: CALVARY FARMS LLC
1. Taxes and assessments for 1998 and all subsequent years.
2. Lien of any existing or future assessments, taxes, fees, or charges on account of
the inclusion of the subject property in one or more improvements districts, including
but not limited to the Northern Colorado Water Conservancy District, West Greeley
Soil Conservation District, The Ault Fire Protection District, and North Weld County
Water District.
3. Right of way for all county roads, including county roads on all section and township
lines, as established by Order of the Board of County Commissioners for Weld
County recorded October 14, 1889, in Book 86 at Page 273.
4. Right of way for a wagon road from the outlet of the Reservoir to the county road,
as contained in various deeds of record.
5. Right of way for ditch, as contained in various deeds of record, appurtenant to the
NWY4 of Section 20, Township 7 North, Range 65 West.
6. The For Far Lateral and right of way therefor as evidenced by instrument recorded
June 17, 1914, as Reception No. 202501.
7. Right of way for ditches and canals constructed by the authority of the United
States, and right of a proprietor of a vein or lode to extract and remove his ore
threrefrom should the same be found to penetrate or intersect the premises, as
reserved and excepted in U.S. Patents.
8. Terms, agreements, provisions, conditions, obligations and easements, as
contained in Agreement between W. R. Clark -and 1N. P. Allen, recordedAugust19,
1915, in Book 416 at Page 493.
9. Easement to run waste water into lateral ditch, as reserved in Warranty Deed from
W. W. Farr to W. R. Clark, recorded June 22, 1917, in Book 478 at Page 341.
10. Terms, agreements, conditions, provisions, obligations, and easement or right of
way for waste ditch as contained in Easement Agreement between Harry Clark and
Gertrude H. Webster and Merle L. Campbell, recorded May 17, 1956, in Book 1451
at Page 11,
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11. Reservation of (a) recreational rights and privileges to, in, and on Clark Lake; (b) the
use of the existing pipe line and pump from the For Far Lateral as then installed and
used; and (c) one-half of all the oil, gas, and other minerals, together with the full
right to enter upon said premises and use of so much of the surface thereof as may
reasonably be necessary for operating, drilling, mining, or marketing the production
thereof, and any and all assignments thereof or interests therein, all as reserved by
Herman LeRoy Johnson and Lois Loree Steele, as Trustees under the Last Will and
Testament of Harry Clark, in deed dated May 17, 1974, and recorded May 20 1974,
in Book 715 as Reception No. 1636894.
12. An undivided one-half interest in and to all oil, gas, and other minerals, together with
the right of ingress, egress, and regress for the purpose of drilling and prospecting
for the same as reserved by Wesley B. George and Hazel M. George, in deed dated
February 5, 1953, and recorded February 9, 1953, in Book 1349 at Page 642, and
any and all assignments thereof or interests therein.
13. Terms, agreements, provisions, conditions, and obligations as contained in Agree-
ment between Roland L. Mapelli and The Eaton Country Club, recorded August 15,
1979, in Book 878 as Reception No. 1800137.
14. Ten percent of all oil, mineral, and petroleum products, together with the exclusive
right to prospect upon and use so much of the surface as is convenient or
necessary for the operation of prospect places, mines, wells, pipe lines, and roads
as are proper for enjoyment of said reservation, as reserved by Fred E. Schmidt and
Marie Schmidt in deed recorded May 15, 1957, in Book 1477 at Page 637, and any
and all assignments thereof or interests therein.
15. Terms, agreements, provisions, conditions, and obligations, as contained in Agree-
ment between The For Far Lateral Company and Henry A. Schneider and Opal E.
Schneider, recorded May 15, 1957, in Book 1477 at Page 638.
1 Easements and right of way for underground concrete ditch or pipeline as granted
to Walter J. Boyd by Grant of Right of Way, recorded February 10, 1970, in Book
620 as Reception No. 1542490.
17. One-half of all oil, gas, and other minerals not theretofore reserved, as reserved by
H. A. Scfinreider and Opal E. Schneider irr deed dated January ie, 19976 and
recorded January 17, 1975, in Book 730 as Reception No. 1652265, and any and
all assignments thereof or interests therein.
18. All coal and other minerals, together with the exclusive right to prospect for, mine
and remove the same, and the right of ingress, egress, regress and use of the land
as may be convenient or necessary for the same, and for the convenient and proper
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operation of prospect places, mines, roads and approaches thereto, and the right
of the Union Pacific Railroad Company to maintain and operate its railroad in its
then present form of construction, and to make any change in the form of
construction or method of operation of said railroad, as reserved by Union Pacific
Railroad Company in deed recorded July 14, 1911, in Book 320 at Page 59, and
any and all assignments thereof or interests therein.
19. Oil, Gas and Mineral Lease with Drilling and Development Agreement between
Roland L. Mapelli, a/k/a Roland Mapelli, and C.W.I. Oil and Gas, Inc., dated
March 1, 1983, and recorded March 18, 1983, in Book 991 as Reception No.
01920762, and all assignments and other recorded instruments related thereto.
20. Plans and Development Standards for water storage tank recorded December 21,
1983, as Reception No. 1950764.
21. Right of way granted to Natural Gas Associates, dated June 19, 1984, and recorded
July 20, 1984, in Book 1037 as Reception No. 01974814.
22. Matters shown on the survey of the Property (Intermill Land Surveying, Inc., Project
No. P-89-1507), including but not limited to shortages in area and encroachments.
23. Life estate in one half of the minerals not theretofore reserved, as conveyed to
Roland L. Mapelli and Neoma Mapelli in deed dated December 1, 1989, and
recorded December 1, 1989, in Book 1250 as Reception No. 02199053.
24. Use by Special Review and Site Specific Development Plan Special Review Permit
Development Standards as shown in instrument recorded November 12, 1997, in
Book 1634 as Reception No. 2578586.
25. Existing leases and tenancies.
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PIT(
Heritage
Title Company
Date:
File No.:
Buyer(s)/Borrower(s):
Property:
Assessor Parcel No.:
7251 W 20th St Building L, #100
Greeley, CO 80634
Phone: 970-330-4522 / Fax: 866-828-0844
August 11, 2022
459-HS0806204-416
Calvary Farms LLC
18823 County Road 78, Eaton, CO 80615
R8947565, R0912886, 070919400011 and 070919000018
PLEASE TAKE NOTE OF THE FOLLOWING REVISED TERMS CONTAINED HEREIN:
WIRED FUNDS ARE REQUIRED ON ALL CASH PURCHASE TRANSACTIONS. FOR WIRING
INSTRUCTIONS, PLEASE CONTACT YOUR ESCROW OFFICE AS NOTED ON THE TRANSMITTAL PAGE
OF THIS COMMITMENT.
To: Ascent Geomatics Solutions
8620 Wolff Ct
Westminster, CO 80031
Attn: Kevin Martin
Phone:
Fax:
Email: kmartin@ascentgeomatics.com
Attn: Jay Knutson
Phone:
Fax:
Email: jknutson@ascentgeomatics.com
Attn: Ann Feldman
Phone:
Fax:
Email: afeldman@ascentgeomatics.com
END OF TRANSMITTAL
Title Transmittal Printed: 08.11.22 @ 02:01 PM by V
COD1101.doc/ Updated: 12.31.21 Page 1
C O -C W- F FAH -01610.114165- H S 0806204
CLTA CHAIN OF TITLE GUARANTEE
Guarantee Number:
Issued By:
re) COMMOnwealthTM
LAND TITLE INSURANCE COMPANY
HS0806204
SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE LIMITS OF LIABILITY AND THE CONDITIONS AND
STIPULATIONS OF THIS GUARANTEE,
COMMONWEALTH LAND TITLE INSURANCE COMPANY
a corporation, herein called the Company
GUARANTEES
the Assured named in Schedule A of this Guarantee against actual monetary loss or damage not exceeding the liability
amount stated in Schedule A, which the Assured shall sustain by reason of any incorrectness in the assurances set forth in
Schedule A.
Heritage Title Company - NoCo Region
7251 W 20th St Building L, #100
Greeley, CO 80634
Countersigned By:
/144.7
Terry N. Williams
Authorized Officer or Agent
NNpTITLf/ vS.9
/$'
z' SEAL ' 8
�o3 N?
NfBRA5�P
Commonwealth Land Title Insurance
Company
By:
Michael J. Nolan, President
Attest:
Marjorie Nemzura, Secretary
CLTA Chain of Title (06/06/1992) Printed: 08.11.22 @ 02:01 PM
Page 2 CO-CW-FFAH-01610.114165-SPS-0-22-HS0806204
NOTICE CONCERNING FRAUDULENT INSURANCE ACTS
(This Notice is Permanently Affixed Hereto)
It is unlawful to knowingly provide false, incomplete, or misleading facts or information to an insurance company
for the purpose of defrauding or attempting to defraud the company. Penalties may include imprisonment, fines,
denial of insurance, and civil damages. Any insurance company or agent of an insurance company who
knowingly provides false, incomplete, or misleading facts or information to a policyholder or claimant for the
purpose of defrauding or attempting to defraud the policyholder or claimant with regard to a settlement or award
payable from insurance proceeds shall be reported to the Colorado Division of Insurance within the department
of regulatory agencies.
C. R. S. A. § 10-1-128 (6)(a).
Anti -Fraud Claim Statement Printed: 08.11.22 @ 02:01 PM
Page 3 CO-CW-FFAH-01610.114165-SPS-0-22-HS0806204
COMMONWEALTH LAND TITLE INSURANCE
COMPANY
GUARANTEE NO. HS0806204
ISSUING OFFICE:
Heritage Title Company - NoCo Region
7251 W 20th St Building L, #100
Greeley, CO 80634
Main Phone: 970-330-4522
SCHEDULE A
Liability
Fee
Title Officer
$195.00
$195.00
Lynn Vance
1. Name of Assured: Ascent Geomatics Solutions
2. Date of Guarantee: August 5, 2022 at 12:00 AM
The assurances referred to on the face page are:
That, according to those public records which, under the recording laws, impart constructive notice of matters relating
to the interest, if any, which was acquired by
Calvary Farms, LLC, a Colorado limited liability company
pursuant to a Warranty Deed recorded November 25, 1998 at Reception No. 2658072. Matters herein being defined
as deeds or Recorded Exemption maps
in and to the land described as follows:
Parcel 1:
Lot B, Recorded Exemption No. 0709-19-04 RECX16-0112, recorded December 29, 2016 at Reception
No. 4266036 , located in the Southeast Quarter of Section 19, Township 7 North, Range 65 West of the
6th P.M., County of Weld, State of Colorado
APN: 070919400011
Parcel 2:
A tract of land located in the Northeast Quarter (NE 1/4) of Section Nineteen (19), Township Seven (7)
North, Range Sixty-five (65) West of the 6th P.M., described as follows: Beginning at the Southeast
Corner of said Northeast Quarter, thence North 89 degrees West 800 feet along the south line of said
Northeast Quarter (NE 1/4); thence North 43 degrees 43' East 540 feet, thence North 12 degrees 43' East
303 feet, thence North 30 degrees 38' West 300 feet, thence South 86 degrees 21' East 514 feet to a
point on the East line of said Northeast Quarter, thence South 925 feet along said East line to the place of
beginning, County of Weld, State of Colorado.
APN: 070919000018
Only the following matters appear in such records subsequent to September 1, 1949:
CLTA Chain of Title (06/06/1992) Printed: 08.11.22 @ 02:01 PM
Page 4 CO-CW-FFAH-01610.114165-SPS-0-22-HS0806204
COMMONWEALTH LAND TITLE INSURANCE
COMPANY GUARANTEE NO. HS0806204
SCHEDULE A
(continued)
1. Book 1253 Page 24 (Triangular parcel in NW4SE4)
Book 1253 Page 25 (Parcel 2 herein)
Book 1444 Page 640 (SE4 less Book 1253 Page 24 and including PTN NE4 Book 1253 Page 25)
Reception No. 1603116 (Death Cert RE: Book 1444 Page 640)
Reception No.
Reception No.
Reception No.
Reception No.
Reception No.
Reception No.
Reception No.
Reception No.
1605758 (same as Book 1444 Page 640)
1586591 (same as Book 1253 Page 24)
1686894 (same as Book 1253 Page 24)
1636895 (same as Book 1444 Page 640)
1636896 (same as Book 1253 Page 24)
1636897 (same as Book 1444 Page 640 and Book 1253 Page 24)
2081918 (SE4 Exc Book 1253 Page 24)
2199052 (same as Book 1444 Page 640 and Book 1253 Page 24)
Reception No. 2656072 (same as Book 1444 Page 640 and Book 1253 Page 24)
Reception No. 4266036 (Parcel 1 herein)
This Guarantee does not cover:
1. Taxes, assessments, and matters related thereto.
END OF SCHEDULE A
CLTA Chain of Title (06/06/1992) Printed: 08.11.22 @ 02:01 PM
Page 5 CO-CW-FFAH-01610.114165-SPS-0-22-HS0806204
COMMONWEALTH LAND TITLE INSURANCE
COMPANY GUARANTEE NO. HS0806204
SCHEDULE OF EXCLUSIONS FROM COVERAGE OF THIS GUARANTEE
1. Except to the extent that specific assurances are provided in Schedule A of this Guarantee, the Company assumes no liability for loss or damage
by reason of the following:
(a) Defects, liens, encumbrances, adverse claims or other matters against the title, whether or not shown by the public records.
(b) (1) Taxes or assessments of any taxing authority that levies taxes or assessments on real property; or (2) Proceedings by a public agency
which may result in taxes or assessments, or notices of such proceedings, whether or not the matters excluded under (1) or (2) are shown by
the records of the taxing authority or by the public records.
(c) (1) Unpatented mining claims; (2) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (3) water rights, claims or
title to water, whether or not the matters excluded under (1), (2) or (3) are shown by the public records.
2. Notwithstanding any specific assurances which are provided in Schedule A of this Guarantee, the Company assumes no liability for loss or
damage by reason of the following:
(a) Defects, liens, encumbrances, adverse claims or other matters affecting the title to any property beyond the lines of the land expressly
described in the description set forth in Schedule (A) of this Guarantee, or title to streets, roads, avenues, lanes, ways or waterways to which
such land abuts, or the right to maintain therein vaults, tunnels, ramps or any structure or improvements; or any rights or easements therein,
unless such property, rights or easements are expressly and specifically set forth in said description.
(b) Defects, liens, encumbrances, adverse claims or other matters, whether or not shown by the public records; (1) which are created, suffered,
assumed or agreed to by one or more of the Assureds; (2) which result in no loss to the Assured; or (3) which do not result in the invalidity or
potential invalidity of any judicial or non -judicial proceeding which is within the scope and purpose of the assurances provided.
(c) The identity of any party shown or referred to in Schedule A.
(d) The validity, legal effect or priority of any matter shown or referred to in this Guarantee.
GUARANTEE CONDITIONS AND STIPULATIONS
1. DEFINITION OF TERMS
The following terms when used in the Guarantee mean:
(a) the "Assured": the party or parties named as the Assured in this Guarantee, or on a supplemental writing executed by the Company.
(b) "land": the land described or referred to in Schedule A and improvements affixed thereto which by law constitute real property. The term
"land" does not include any property beyond the lines of the area described or referred to in Schedule A, nor any right, title, interest, estate or
easement in abutting streets, roads, avenues, alleys, lanes, ways or waterways.
(c) "mortgage": mortgage, deed of trust, trust deed, or other security instrument.
(d) "public records": records established under state statutes at Date of Guarantee for the purpose of imparting constructive notice of matters
relating to real property to purchasers for value and without knowledge.
(e) "date": the effective date.
2. NOTICE OF CLAIM TO BE GIVEN BY ASSURED CLAIMANT
An Assured shall notify the Company promptly in writing in case knowledge shall come to an Assured hereunder of any claim of title or interest
which is adverse to the title to the estate or interest, as stated herein, and which might cause loss or damage for which the Company may be liable
by virtue of this Guarantee. If prompt notice shall not be given to the Company, then all liability of the Company shall terminate with regard to the
matter or matters for which prompt notice is required; provided, however, that failure to notify the Company shall in no case prejudice the rights of
any Assured under this Guarantee unless the Company shall be prejudiced by the failure and then only to the extent of the prejudice.
3. NO DUTY TO DEFEND OR PROSECUTE
The Company shall have no duty to defend or prosecute any action or proceeding to which the Assured is a party, notwithstanding the nature of
any allegation in such action or proceeding.
4. COMPANY'S OPTION TO DEFEND OR PROSECUTE ACTIONS; DUTY OF ASSURED CLAIMANT TO COOPERATE
Even though the Company has no duty to defend or prosecute as set forth in Paragraph 3 above:
(a) The Company shall have the right, at its sole option and cost, to institute and prosecute any action or proceeding, interpose a defense, as
limited in (b), or to do any other act which in its opinion may be necessary or desirable to establish the title to the estate or interest as stated
herein, or to establish the lien rights of the Assured, or to prevent or reduce loss or damage to the Assured. The Company may take any
appropriate action under the terms of this Guarantee, whether or not it shall be liable hereunder, and shall not thereby concede liability or
waive any provision of this Guarantee. If the Company shall exercise its rights under this paragraph, it shall do so diligently.
(b) If the Company elects to exercise its options as stated in Paragraph 4(a) the Company shall have the right to select counsel of its choice
(subject to the right of such Assured to object for reasonable cause) to represent the Assured and shall not be liable for and will not pay the
fees of any other counsel, nor will the Company pay any fees, costs or expenses incurred by an Assured in the defense of those causes of
action which allege matters not covered by this Guarantee.
(c) Whenever the Company shall have brought an action or interposed a defense as permitted by the provisions of this Guarantee, the Company
may pursue any litigation to final determination by a court of competent jurisdiction and expressly reserves the right, in its sole discretion, to
appeal from an adverse judgment or order.
(d) In all cases where this Guarantee permits the Company to prosecute or provide for the defense of any action or proceeding, an Assured shall
secure to the Company the right to so prosecute or provide for the defense of any action or proceeding, and all appeals therein, and permit
the Company to use, at its option, the name of such Assured for this purpose. Whenever requested by the Company, an Assured, at the
Company's expense, shall give the Company all reasonable aid in any action or proceeding, securing evidence, obtaining witnesses,
prosecuting or defending the action or lawful act which in the opinion of the Company may be necessary or desirable to establish the title to
the estate or interest as stated herein, or to establish the lien rights of the Assured. If the Company is prejudiced by the failure of the Assured
to furnish the required cooperation, the Company's obligations to the Assured under the Guarantee shall terminate.
CLTA Chain of Title (06/06/1992) Printed: 08.11.22 @ 02:01 PM
Page 6 CO-CW-FFAH-01610.114165-SPS-0-22-HS0806204
COMMONWEALTH LAND TITLE INSURANCE
COMPANY GUARANTEE NO. HS0806204
(continued)
5. PROOF OF LOSS OR DAMAGE
In addition to and after the notices required under Section 2 of these Conditions and Stipulations have been provided to the Company, a proof of
loss or damage signed and sworn to by the Assured shall be furnished to the Company within ninety (90) days after the Assured shall ascertain
the facts giving rise to the loss or damage. The proof of loss or damage shall describe the matters covered by this Guarantee which constitute the
basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage. If the Company is
prejudiced by the failure of the Assured to provide the required proof of loss or damage, the Company's obligation to such assured under the
Guarantee shall terminate. In addition, the Assured may reasonably be required to submit to examination under oath by any authorized
representative of the Company and shall produce for examination, inspection and copying, at such reasonable times and places as may be
designated by any authorized representative of the Company, all records, books, ledgers, checks, correspondence and memoranda, whether
bearing a date before or after Date of Guarantee, which reasonably pertain to the loss or damage. Further, if requested by any authorized
representative of the Company, the Assured shall grant its permission, in writing, for any authorized representative of the Company to examine,
inspect and copy all records, books, ledgers, checks, correspondence and memoranda in the custody or control of a third party, which reasonably
pertain to the loss or damage. All information designated as confidential by the Assured 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
Assured to submit for examination under oath, produce other reasonably requested information or grant permission to secure reasonably
necessary information from third parties as required in the above paragraph, unless prohibited by law or governmental regulation, shall terminate
any liability of the Company under this Guarantee to the Assured for that claim.
6. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS: TERMINATION OF LIABILITY
In case of a claim under this Guarantee, the Company shall have the following additional options:
(a) To Pay or Tender Payment of the Amount of Liability or to Purchase the Indebtedness.
The Company shall have the option to pay or settle or compromise for or in the name of the Assured any claim which could result in loss to
the Assured within the coverage of this Guarantee, or to pay the full amount of this Guarantee or, if this Guarantee is issued for the benefit of
a holder of a mortgage or a lienholder, the Company shall have the option to purchase the indebtedness secured by said mortgage or said
lien for the amount owing thereon, together with any costs, reasonable attorneys' fees and expenses incurred by the Assured claimant which
were authorized by the Company up to the time of purchase.
Such purchase, payment or tender of payment of the full amount of the Guarantee shall terminate all liability of the Company hereunder. In
the event after notice of claim has been given to the Company by the Assured the Company offers to purchase said indebtedness, the owner
of such indebtedness shall transfer and assign said indebtedness, together with any collateral security, to the Company upon payment of the
purchase price.
Upon the exercise by the Company of the option provided for in Paragraph (a) the Company's obligation to the Assured under this Guarantee
for the claimed loss or damage, other than to make the payment required in that paragraph, shall terminate, including any obligation to
continue the defense or prosecution of any litigation for which the Company has exercised its options under Paragraph 4, and the Guarantee
shall be surrendered to the Company for cancellation.
(b) To Pay or Otherwise Settle With Parties Other Than the Assured or With the Assured Claimant.
To pay or otherwise settle with other parties for or in the name of an Assured claimant any claim assured against under this Guarantee,
together with any costs, attorneys' fees and expenses incurred by the Assured claimant which were authorized by the Company up to the
time of payment and which the Company is obligated to pay.
Upon the exercise by the Company of the option provided for in Paragraph (b) the Company's obligation to the Assured under this Guarantee
for the claimed loss or damage, other than to make the payment required in that paragraph, shall terminate, including any obligation to
continue the defense or prosecution of any litigation for which the Company has exercised its options under Paragraph 4.
7. DETERMINATION AND EXTENT OF LIABILITY
This Guarantee is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Assured claimant who has suffered
loss or damage by reason of reliance upon the assurances set forth in this Guarantee and only to the extent herein described, and subject to the
Exclusions From Coverage of This Guarantee.
The liability of the Company under this Guarantee to the Assured shall not exceed the least of:
(a) the amount of liability stated in Schedule A or in Part 2;
(b) the amount of the unpaid principal indebtedness secured by the mortgage of an Assured mortgagee, as limited or provided under Section 6 of
these Conditions and Stipulations or as reduced under Section 9 of these Conditions and Stipulations, at the time the loss or damage assured
against by this Guarantee occurs, together with interest thereon; or
(c) the difference between the value of the estate or interest covered hereby as stated herein and the value of the estate or interest subject to
any defect, lien or encumbrance assured against by this Guarantee.
8. LIMITATION OF LIABILITY
(a) If the Company establishes the title, or removes the alleged defect, lien or encumbrance, or cures any other matter assured against by this
Guarantee in a reasonably diligent manner by any method, including litigation and the completion of any appeals therefrom, it shall have fully
performed its obligations with respect to that matter and shall not be liable for any loss or damage caused thereby.
(b) In the event of any litigation by the Company or with 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 therefrom, adverse to the title, as
stated herein.
(c) The Company shall not be liable for loss or damage to any Assured for liability voluntarily assumed by the Assured in settling any claim or
suit without the prior written consent of the Company.
9. REDUCTION OF LIABILITY OR TERMINATION OF LIABILITY
All payments under this Guarantee, except payments made for costs, attorneys' fees and expenses pursuant to Paragraph 4 shall reduce the
amount of liability pro tanto.
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COMMONWEALTH LAND TITLE INSURANCE
COMPANY GUARANTEE NO. HS0806204
(continued)
10. PAYMENT OF LOSS
(a) No payment shall be made without producing this Guarantee for endorsement of the payment unless the Guarantee has been lost or
destroyed, in which case proof of loss or destruction shall be furnished to the satisfaction of the Company.
(b) When liability and the extent of loss or damage has been definitely fixed in accordance with these Conditions and Stipulations, the loss or
damage shall be payable within thirty (30) days thereafter.
11. SUBROGATION UPON PAYMENT OR SETTLEMENT
Whenever the Company shall have settled and paid a claim under this Guarantee, all right of subrogation shall vest in the Company unaffected by
any act of the Assured claimant.
The Company shall be subrogated to and be entitled to all rights and remedies which the Assured would have had against any person or property
in respect to the claim had this Guarantee not been issued. If requested by the Company, the Assured shall transfer to the Company all rights and
remedies against any person or property necessary in order to perfect this right of subrogation. The Assured shall permit the Company to sue,
compromise or settle in the name of the Assured and to use the name of the Assured in any transaction or litigation involving these rights or
remedies.
If a payment on account of a claim does not fully cover the loss of the Assured the Company shall be subrogated to all rights and remedies of the
Assured after the Assured shall have recovered its principal, interest, and costs of collection.
12. ARBITRATION
Unless prohibited by applicable law, either the Company or the Assured may demand arbitration pursuant to the Title Insurance Arbitration Rules
of the American Land Title Association.
Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Assured arising out of or relating to
this Guarantee, any service of the Company in connection with its issuance or the breach of a Guarantee provision or other obligation. All
arbitrable matters when the Amount of Liability is One Million And No/100 Dollars ($1,000,000) or less shall be arbitrated at the option of either the
Company or the Assured. All arbitrable matters when the amount of liability is in excess of One Million And No/100 Dollars ($1,000,000) shall be
arbitrated only when agreed to by both the Company and the Assured. The Rules in effect at Date of Guarantee shall be binding upon the parties.
The award may include attorneys' fees only if the laws of the state in which the land is located permits a court to award attorneys' fees to a
prevailing party. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court having jurisdiction thereof.
The law of the situs of the land shall apply to an arbitration under the Title Insurance Arbitration Rules.
A copy of the Rules may be obtained from the Company upon request.
13. LIABILITY LIMITED TO THIS GUARANTEE; GUARANTEE ENTIRE CONTRACT
(a) This Guarantee together with all endorsements, if any, attached hereto by the Company is the entire Guarantee and contract between the
Assured and the Company. In interpreting any provision of this Guarantee, this Guarantee shall be construed as a whole.
(b) Any claim of loss or damage, whether or not based on negligence, or any action asserting such claim, shall be restricted to this Guarantee.
(c) No amendment of or endorsement to this Guarantee can be made except by a writing endorsed hereon or attached hereto signed by either
the President, a Vice President, the Secretary, an Assistant Secretary, or validating officer or authorized signatory of the Company.
14. NOTICES, WHERE SENT
All notices required to be given the Company and any statement in writing required to be furnished the Company shall include the number of this
Guarantee and shall be addressed to the Company at:
Commonwealth Land Title Insurance Company
P.O. Box 45023
Jacksonville, FL 32232-5023
Attn: Claims Administration
END OF CONDITIONS AND STIPULATIONS
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