MARIA REAL ESTATE INC
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ALTA Owner's Policy (4-6-90) (With Florida Modifications in bold italics)
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EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this
policy and the Company will not pay loss or damage, costs, attorneys' fees
or expenses which arise by reason of:
1. (a) Any law, ordinance or governmental regulation (including but not
limited to building and zoning laws, ordinances, or regulations)
restricting, regulating, prohibiting or relating to (i) the occupancy,
use, or enjoyment of the land; (ii) the character, dimensions or
location of any improvement now or hereafter erected on the land;
(iii) a separation in ownership or a change in the dimensions or area
of the land or any parcel of which the land is or was a part; or (iv)
environmental protection, or the effect of any violation of these
laws, ordinances or governmental regulations, except to the extent
that a notice of the enforcement thereof or a notice of a defect, lien
or encumbrance resulting from a violation or alleged violation
affecting the land has been recorded in the public records at Date of
Policy.
(b) Any governmental police power not excluded by (a) above, except
to the extent that a notice of the exercise thereof or a notice of a
defect, lien or encumbrance resulting from a violation or alleged
violation affecting the land has been recorded in the public records
at Date of Policy.
2. Rights of eminent domain unless notice of the exercise thereof has been
recorded in the public records at Date of Policy, but not excluding from
coverage any taking which has occurred prior to Date of Policy which
would be binding on the rights of a purchaser for value without knowl-
edge.
3. Defects, liens, encumbrances, adverse claims 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 claimant;
(d) attaching or created subsequent to Date of Policy; or
(e) resulting in loss or damage which would not have been sustained
if the insured claimant had paid value for the estate or interest
insured by this policy.
4. Any claim, which arises out of the transaction vesting in the insured the
estate or interest insured by this policy, by reason of the operation of
federal bankruptcy, state insolvency, or similar creditors' rights laws.
1. DEFINITION OF TERMS.
The following terms when used in this policy mean:
(a) "insured": the insured named in Schedule A,
and, subject to any rights or defenses the Company
would have had against the named insured, those who
succeed to the interest of the named insured byopera-
tion of law as distinguished from purchase including,
but not limited to, heirs, distributees, devisees, survi-
vors, personal representatives, next of kin, or corporate
or fiduciary successors.
(b) "insured claimant": an insured claiming loss
or damage.
(c) "knowledge" or "known": actual knowledge,
not constructive knowledge or notice which may be
imputed to an insured by reason of the public records
as defined in this policy or any other records which
impart constructive notice of matters affecting the land.
(d) "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, but
nothing herein shall modify or limit the extent to which
a right of access to and from the land is insured by this
policy.
(e) "mortgage": mortgage, deed of trust, trust
deed, or other security instrument.
(f) "public records": records established under
state statutes at Date of Policy for the purpose of
imparting constructive notice of matters relating to real
property to purchasers for value and without knowl-
edge. With respectto Section 1 (a)(iv) ofthe Exclusions
From Coverage, "public records" shall also include
environmental protection liens filed in the records of
the clerk of the United States district court for the
district in which the land is located.
(g) "unmarketability of the title": an alleged or
apparent matter affecting the title to the land, not
excluded or excepted from coverage, which would
entitle a purchaser of the estate or interest described in
Schedule A to be released from the obligation to pur-
chase by virtue of a contractual condition requiring the
delivery of marketable title.
2. CONTINUATION OF INSURANCE AFTER
CONVEYANCE OF TITLE. )
The coverage of thi~ policy shall continue in force
as of Date of'Policy in favor of an insured only so long
, as the ins-ured retains an e~t.'tp nr interest in the land,
CONDITIONS AND STIPULATIONS
5. PROOF OF LOSS OR OAMAGE.
In addition to and after the notices required under
Section 3 of these Conditions and Stipulations have
been provided the Company, a proof of loss or damage
signed and sworn to by the insured claimant shall be
furnished to the Company within 90 days after the
insured claimant shall ascertain the facts giving rise to
the loss or damage. The proof of loss or damage shall
describe the defect in, or lien or encumbrance on the
title, or other matter insured against by this policy
which 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. If the Company is
prejudiced by the failure of the insured claimant to
provide the required proof of loss or damage, 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 re-
gard to the matter or matters requiring such proof of
loss or damage.
In addition, the insured claimant may reasonably
be required to submitto 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 desig-
nated by any authorized representative ofthe Company,
all records, books, ledgers, checks, correspondence
and memoranda, whether bearing a date before or after
Date of Policy, which reasonably pertain to the loss or
damage. Further, if requested by any authorized repre-
sentative 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 records, books, ledgers, checks, correspon-
dence 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 insured claimant provided to the Company pursu-
ant 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 claimantto submitforexamination under
oath, produce other reasonably requested information
or grant permission to secure reasonably necessary
information from third parties as required in this para-
graph shall terminate any liability ofthe Company under
this policy as to that claim.
6. OPTIONS TO PAY OR OTHERWISE SETTLE
CLAIMS: TERMINATION OF LIABILITY.
In case of a claim under this policy, the Company
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 insured,
(c) The Company shall not be liable for loss or
damage to any insured for liability voluntarily assumed
by the insured in settling any claim or 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, attorneys' fees and expenses, shall
reduce the amount of the insurance pro tanto.
11, LIABILITY NONCUMULATIVE
It is expressly understood that the amount of
insurance under this policy shall be reduced by any
amount the Company may pay under any policy insur-
ing a mortgage to which exception is taken in Schedule
B orto which the insured has agreed, assumed, ortaken
subject, or which is hereafter executed by an insured
and which is a charge or lien on the estate or interest
described or referred to in Schedule A, and the amount
so paid shall be deemed a payment under this policy to
the insured owner.
12. PAYMENT OF LOSS.
(a) No payment shall be made without producing
this policy for endorsement of the payment unless the
policy has been lost or destroyed, in which case proof
of loss or destruction shall be furnished to the satisfac-
tion of the Company,
(b) When liability and the extent ofloss or damage
has been definitely fixed in accordance with these
Conditions and Stipulations, the loss or damage shall
be payable within 30 days thereafter.
13. SUBROGATION UPON PAYMENT OR
SETTLEMENT.
(a) The Company's Rioht of Subrooation,
Whenever the Company shall have settled and paid
a claim under this policy, all right of subrogation shall
vest in the Company unaffected by any act of the
insured claimant.
The Company shall be subrogated to and be en-
titled to all rights and remedies which the insured
Jlaimant would have had against any person or prop-
rty in respect to the claim had this policy not been
Issued. If requested by the Company. too insured
claimant shall transfer to the' Company all rights and
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FIRST AMERICAN TITLE INSURANCE COMPANY
SCHEDULE A
Agent's File No.: 35888.0482
Policy No. FA-R-9894
Date of Policy: March 31, 1993
5:14P.M.
Amount of Insurance: $6,450,000.00
1. Name of Insured:
THE CITY OF CLEARWATER, FLORIDA
2. The estate or interest in the land which is covered by this policy is:
Fee Simple
3. Title to the estate or interest in the land is vested in:
THE CITY OF CLEARWATER, FLORIDA
4. The land referred to in this policy is described as follows:
See Exhibit "A" attached hereto and made a part hereof.
Well. Gotsbal & Man2es
~ ~name of Agent) [)
By: ~ I () )\ lJI"\, ~,O<<-.
Auth. Si~tory ~
MlFS02...:IRE\8B\3S8B8\0I&l17J6113ClU()(jgjX10
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FIRST AMERICAN TITLE INSURANCE COMPANY
SCHEDULE B
Agent's File No.: 35888.0482
Policy No. FA-R-9894
EXCEPI'IONS FROM COVERAGE
This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or
expenses) which arise by reason of:
1. Rights or claims of parties in possession not shown by the public records.
2. Easements, or claims of easements, not shown by the public records.
3. Encroachments, overlaps, boundary line disputes, or other matters which would be disclosed by an
accurate surveyor inspection of the premises.
4. Any lien, or right to a lien, for services, labor, or material heretofore or hereafter furnished, imposed by
law and not shown by the public records.
5. Any adverse claim to any portion of said land which has been created by artificial means or has accreted
to any such portion so created and riparian rights, if any.
6. Taxes or special assessments which are not shown as existing liens by the public records.
NOTE: Exceptions Numbered 1, 2, 3, 4, and 6 Above are Hereby Deleted.
Special Exceptions:
7. Survey matters as set forth on the Survey prepared by George F. Young, Inc. (project #8730168000), last
revised on August 17, 1987, and easements, encroachments, overlaps, boundary line disputes, or other
matters which would be disclosed by an accurate surveyor inspection of the premises on or after
August 17, 1987.
8. The lien of all taxes for the year 1993.
9. Development Agreement recorded October 30, 1984 in O.R. Book 5868, page 1530, and Amendment in
O.R. Book 5868, page 1543; Conditional Assignment thereof as recorded December 11, 1984 in O.R.
Book 5893, page 662 and Assignment and Assumption as recorded January 19, 1988, in O.R. Book 6664,
page 823, and Consent thereof as recorded August 10, 1988 in O.R. Book 6809, page 250, Public
Records of Pinellas County, Florida.
10. Easement to Florida Power Corporation recorded August 29, 1985 in O.R. Book 6064, Page 447, Public
Records of Pinellas County, Florida.
11. Easement reserved in Warranty Deed recorded in O.R. Book 6408, page 1087, Public Records of Pinellas
County, Florida.
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12. Notice as recorded on Ianuary 29, 1992 in O.R. Book 7797, page 2263, Public Records of Pinellas
County, Florida.
13. Rights of parties now in possession under the unrecorded leases, set forth on Exhibit B hereto.
14. Water, sewer or garbage removal service charges due and payable to any county or municipal authority.
NOTE: The Company does not insure against the failure of title resulting from the matters raised in the
letters of Michael S. Hooker of Glenn ~n_ & Fogarty to M. A. Galbraith, Ir., City Attorney,
City of Clearwater, dated March 24, 1993 and March 25, 1993.
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EXHIBIT "A"
LEGAL DESCRIPTION OF THE LAND
PARCEL III:
Lots 1, 2, 3 and 4, Block "13" of GOULD AND EWINGS 1ST AND
2ND ADDITION TO CLEARWATER - HARBOR, FLORIDA according to a
map or plat thereof recorded in Plat Book 1, Page 52 of the
Public Records of Hillsborough County, Florida of which
Pinellas County was formerly a part, less road right-of-way,
together with that portion of said Block "13" which was
formerly an alley, running East and West through said Block
"13", also vacated railroad right-of-way described as
follows: Begin at Southeast corner of said Lot 2, Block
"13", run thence East, along the Northerly right-of-way of
Park street, 60.18 feet thence Northerly along the Easterly
right-of-way line of said railroad right-of-way also the
West lines of Lots 7 & 8, Block "20" of said GOULD AND
EWINGS 1ST AND 2ND ADDITION, 229.0 feet more or less to the
Southerly right-of-way line of Cleveland Street; thence
West, along the said right-of-way line; 60.18 feet thence
along the Westerly right-of-way line of said railroad right-
of-way line also the Easterly line of Lots 2 and 3, Block
"13", of said GOULD AND EWINGS 1ST AND 2ND ADDITION, 228.93
feet more or less to the Point of Beginning. All being in
section 16, Township 29 South, Range 15 East, pinellas
County, Florida.
ALSO DESCRIBED AS:
Beginning at the Southeast corner of Lot 2, Block 13 of said
GOULD AND EWINGS 1ST AND 2ND ADDITION; thence along the
Northerly right-of-way of Park Street (park Avenue - Plat)
(A 60 foot right-of-way), North 89045'53" West, 110.22 feet
to the Southwest corner of Lot 1, Block 13 of said GOULD AND
EWINGS 1ST AND 2nd ADDITION; thence along the Eastern right-
of-way of South Garden Avenue North 00002'16" East 227.94
feet to the apparent Southerly right-of-way line of
Cleveland Street as it now exists; thence South 89050'01"
East 189.03 feet to the Easterly line of the vacated
S.C.L.R.C. right-of-way; thence South 04042'26" West 228.86
feet (229.00 feet, Deed) to the Northerly right-of-way of
Park Street (Park Avenue - Plat) (A 60 foot right-of-way);
thence North 89045'53" West, 60.18 feet to the Point of
Beginning.
A-1
MIFS02...:\RE\88\35888\0482\1450\EXH32793.N30
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Together with all those volumes of air space situate in the
City of Clearwater, pinellas County, Florida, containing the
third and fourth floors of a parking garage structure and
the ramp leading from the second floor to the third floor
thereof, as described in Parcels I and II as follows:
PARCEL I:
Commence at the Northeasterly corner of Lot 3, Block "6"
MAGNOLIA PARK SUBDIVISION as recorded in Plat Book 1, Page
70, Public Records of Hillsborough County, Florida of which
Pinellas County was formerly a part, as a point of
reference; thence North 89045'53" West, along the Southerly
right-of-way of Park Street (park Avenue - Plat) (A 60 foot
right-of-way) 218.94 feet; thence South 00014'07" West,
15.00 feet to a point on the face of a precast concrete
wall, said point being the point of beginning; thence
continue along the face of said wall South 89045'53" East,
189.21 feet; thence South 00014'07" West, 206.42 feet;
thence North 89045'53" West, 94.38 feet to point "A" for
convenience; thence North 89045'53" West, 94.83 feet to the
intersection of the face of said precast concrete wall and
the face of a masonry wall; thence North 00014'07" East,
206.42 feet to the point of beginning.
The lowest limits of said air space being the bottom of the
support beams for the third floor of the parking garage at
the lowest level of said beams, having an elevation of 43.71
feet. The upper limits of said air space being an elevation
of 64.21 feet elevations referenced to National Geodetic
vertical Datum of 1929, Mean Sea Level - 0.00.
PARCEL II:
Commence at the aforedescribed point "A" as a point of
reference; thence North 00014'07" East, 184.21 feet to the
point of beginning of a 63.00 foot strip being 31.50 feet on
each side of the following described line; thence South
00014'07" West 162.0 feet to the point of termination.
The lower limits of said air space being an inclined plane
along the bottom of the support beams for the ramp leading
from the second to third floors of the parking garage. The
lower point of which is the point of beginning having an
elevation of 35.71 feet; the upper point of which is the
Southerly boundary thereof having an elevation of 43.71
feet.
The upper limits of said air space being the lower limits of
Parcel No. I above described.
A-2
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Maria Real Estate. lac.
Atrium lit Clearwater Square
Tl!IIWIt Roster - 3193
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l'~~Dt.>~~Jifl~f' "N ". Re ~ ''TGW .E#~H '~~r$~M~)'.'
N.me........... .,...))...'C)).,..CC.......i)'..C).....ii(~<;~: ..,..."....* "".Roat....lt~......."...'.'.... ...."........'.....'..~~ //~C.".
Uoiglobo Sun Travel 919 $9.00 $6.89 $15.89 Fixed Step Rem 03/14196 $2,540.27
(Triple Net LeaK) $9.54 $6.89 $16.43 3/93 thru 3/94
$10.11 $6.89 $17.00 3/94 thru 3/95
$10.72 $6.89 $17.61 3/95 thru 3/96
Iulian'l Cafe 971 $14.11 $6.68 A $20.79 AnDual CPI, 6" Cap 09/15196 $1,600.00
F1lIt National Bar 2007 $14.08 $0.00 B $14.08 FIXed Step Rem 07/31/95 $2,333.34
$1S.08 $0.00 $15.08 8/93 thru 7/95
Sun Banlc - Lobby 3251 $16.45 $4.50 A $20.95 AnDual CPI on Anoiv. 08131196 $0.00
Dale, 6" Cap
Sun BanIc - Drive ThN 1166 $16.45 $2.50 A $18.95 AnDual CPI on Anoiv. 08/31/96 $0.00
Dale, 6" Cap
Sun Banlc 3931 2 $16.45 $4.50 A $20.95 AnDual CPI on Anoiv. 08/31193 $0.00
Dalo, 6" Cap
D. Kurtz & AS8OC. 2500 2 $7.51 $5.92 A $13.43 Temp. Rent Reduction 06130/95 $0.00
MiCro-ErgiCI, Inc. 1500 2 $7.61 $6.89 C $14.50 No lncrealCl for Term 10/31'92 $2,006.25
Currently on M-T-M Agreement
MPL Inlemational, Inc:. 557 2 $12.39 $0.00 C $12.39 No lncrealC fOl'Term 10/13/93 $615.25
Carteret 16092 3 $15.90 4.5 A S20.40 FIXed 6" Step AnDual. 01/31/94 $0.00
Kane, Sam & Bettina 500 4 SI3.00 $0.00 B SI3.00 No lncrealOl for Term 10/31 193 S650.00
Inlemat'l Tech Trans 452 5 13.75 0 B $13.75 No lncrealCl fOl'Term 09/30192 $921.10
Currently on M"T-M Agreement
U.S. Computer SalOl
10811
5
$10.50 $6.00 A $16.50 FIXed rale Annually
$11.00 $6.00 $17.00 7/94 thru 6/95
$12.50 $6.00 $18.50 7/95 thru 6/96
$13.50 S6.00 $19.50 7/96 thru 6/98 - 2 yn
$9.50 $6.50 A $16.00 AnDual CPr
06130'98 $5,598.00
T.D. Service F'mancial
1633
6
09130'94 $1,543.48
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Pa,e two
Dean Witter Reynold.
11231
Folwer White et .1
8m
C.rtcret
7125
Midland MOrtgl,e
7547
Merrill Lynch
7575
...
7
S17.61 $4.50 A $21.11 FIXed Rate thnI 8196 08131196 SO.OO
S11.57 $5.83 A $17.40 Annual CPI 11/2S/94 SO.OO
SI6.85 S5.50 A S22.35 Ftxcd 6~ Step Rent An. 01131194 SO.OO
S10.50 S6.50 A $17.00 FIXed Rate - thnI 5193 05131/96 $0.00
$11.50 $6.50 $18.00 6193 Ihna 5194
$12.50 $6.50 $19.00 61941hna 5195
$13.50 $6.50 $20.00 6/95 Ihna 5/96
$10.11 $6.89 A $17.00 Ftxcd Rate - thnI8195 02128/01 SO.OO
$15.11 $6.89 $22.00 9195 Ihna 2/01
517,807.69 Total Security
Dcpoaitl wILL
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Note.:
A - T. pay. eacalation over baac oper. COati, prebilled monlbly with rent invoice
B - T. doc. not pay any oper. coati or eacalationa
C - T. pay. only baac oper. COati, DO overa,"
Also, M-T-M leaac for Executive Suite. on 4th Floor equate to S2,120.00 monlbly
in revenue to building/Landlord
or holds an indebtedness secured by a purchase money
mortgage given by a purchaser from the insured, or I
only so long as the insured shall have liability by reason
of covenants of warranty made by the insured in any
transfer or conveyance of the estate or interest. This
policy shall not continue in force in favor of any pur-
chaser from the insured of either (i) an estate or interest
in the land, or (ii) an indebtedness secured by a pur-
chase money mortgage given to the insured,
3. NOTICE OF CLAIM TO BE GIVEN BY INSUREO
CLAIMANT.
The insured shall notify the Company promptly in
writing (i) in case of any litigation as set forth in Section
4(a) below, (ii) in case knowledge shall come to an
insured hereunder of any claim of title or interest which
is adverse to the title to the estate or interest, as insured,
and which might cause loss or damage for which the
Company may be liable by virtue of this policy, or (iii)
if title to the estate or interest, as insured, is rejected as
unmarketable, If prompt notice shall not be given to the
Company, then as to the insured 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 insured under this
policy unless the Company shall be prejudiced by the
failure and then only to the extent of the prejudice.
4. DEFENSE AND PROSECUTION OF ACTIONS:
DUTY OF INSURED CLAIMANT TO COOPERATE.
(a) Upon written request by the insured and sub-
ject to the options contained in Section 6 of these
Conditions and Stipulations, 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 adverse to the title or interest as
insured, but only as to those stated causes of action
alleging a defect, lien or encumbrance or other matter
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 stated causes of
action and shall not be liable for and will not pay the fees
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 which allege matters
not insured against by this policy.
(b) The Company shall have the right, at its own
cost, to institute and prosecute any action or proceed-
ing 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 insured, or to prevent or reduce loss or
damage to the insured. The Company may take any
appropriate action undertheterms ofthis policy, whether
or not it shall be liable hereunder, and shall not thereby
concede liability or waive any provision of this policy. If
the Company shall exercise its rights under this para-
graph, it shall do so diligently,
(c) Whenever the Company shall have brought an
action or interposed a defense as required or permitted
by the provisions of this policy, 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 any adverse
judgment or order.
(d) In all cases where this policy permits or re-
quires the Company to prosecute or provide for the
defense of any action or proceeding, the insured shall
secure to the Company the right to so prosecute or
provide defense in the action or proceeding, and all
appeals therein, and permit the Company 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
reasonable aid (i) in any action or proceeding, securing
evidence, obtaining witnesses, prosecuting or defend-
ing the action or proceeding, or effecting settlement,
and (ii) in any other lawful act which inthe opinion ofthe
Company may be necessary or desirable to establish
the title to the estate or interest as insured. If the
Company is prejudiced by the failure of the insured to
furnish the required cooperation, the Company's obli-
gations to the insured under the policy shall terminate,
including any liability or obligation to defend, pros-
ecute, or continue any litigation, with regard to the
matter or matters requiring such cooperation.
"'-_..-...._"...-.,~...--.~-_.__. --....
shall have the following additional options:
(a) To Payor Tender Payment of the Amount of
Insurance,
To payor tender payment of the amount of insur-
ance underthis policy together with any costs, attorneys'
fees and expenses incurred by the insured claimant,
which were authorized by the Company, up to the time
of payment or tender of payment and which the Com-
pany is obligated to pay,
Upon the exercise by the Company of this option,
all liability and obligations to the insured under this
policy, other than to make the payment required, shall
terminate, including any liability or obligation to de-
fend, prosecute, or continue any litigation, and the
policy shall be surrendered to the Company for cancel-
lation.
(b) To Pavor Otherwise Settle With Parties Other
than the Insured or With the Insured Claimant.
(i) to payor otherwise settle with other par-
ties for or in the name of an insured claimant any claim
insured against under this policy, together with any
costs, attorneys' fees and expenses incurred by the
insured claimant which were authorized by the Com-
pany up to the time of payment and which the Company
is obligated to pay; or
(ii) to payor 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 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 either of the
options provided for in paragraphs (b)(i) or (ii), the
Company's obligations to the insured under this policy
for the claimed loss or damage, other than the pay-
ments required to be made, shall terminate, including
any liability or obligation to defend, prosecute or con-
tinue any litigation.
7. DETERMINATION, EXTENT OF LIABILITY AND
COINSURANCE.
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 policy and
only to the extent herein described.
(a) The liability of the Company under this policy
shall not exceed the least of:
(i) the Amount of Insurance stated in Sched-
ule A, or,
(ii) the difference between the value of the
insured estate or interest as insured and the value ofthe
insured estate or interest subject to the defect, lien or
encumbrance insured against by this policy.
(b) (This paragraph dealing with Coinsurance
was removed from Florida policies.)
(c) The Company will pay only those costs, attor-
neys' fees and expenses incurred in accordance with
Section 4 of the Conditions and Stipulations.
8. APPORTIONMENT.
If the land described in Schedule A consists of two
or more parcels which are not used as a single site, and
a loss is established affecting one or more ofthe parcels
but not all, the loss shall be computed and settled on a
pro rata basis as if the amount of insurance under this
policy was divided pro rata as to the value on Date of
Policy of each separate parcel to the whole, exclusive of
any improvements made subsequent to Date of Policy,
unless a liability or value has otherwise been agreed
upon as to each parcel by the Company and the insured
at the time of the issuance of this policy and shown by
an express statement or by an endorsement attached to
this policy.
9. LIMITATION OF LIABILITY.
(a) If the Company establishes the title, or re-
moves the alleged defect, lien or encumbrance, or cures
the lack of a right of access to or from the land, or cures
the claim of un marketability of title, all as insured, 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, including litiga-
tion by the Company or with the Company's consent,
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jemedies against any person or property n~cessary in:
rder to perfect this right of subrogation. The insured .
laimantshall permitthe Company to sue, compromise J
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 or remedies,
If a payment on account of a claim does not fully
cover the loss of the insured claimant, the Company
shall be subrogated to these rights and remedies in the
proportion which the Company's payment bears to the
whole amount of the loss.
If loss should result from any act of the insured
claimant, as stated above, that act shall not void this
policy, butthe Company, in that event, shall be required
to pay only that part of any losses insured against by
this policy which shall exceed the amount, if any, lostto
the Company by reason of the impairment by the
insured claimant ofthe Company's right of sub rogation,
(b) The Comoanv's Rights Allainst Non-insured
Oblioors.
The Company's right of subrogation against non-
insured obligors shall exist and shall include, without
limitation, the rights of the insured to indemnities,
guaranties, other policies of insurance or bonds, not-
withstanding any terms or conditions contained in
those instruments which provide for subrogation rights
by reason of this policy.
14. ARBITRATION.
Unless prohibited by applicable law, arbitration
pursuant to the Title Insurance Arbitration Rules of
the American Arbitration Association may be de-
manded if agreed to by both the Company and the
insured. Arbitrable matters may include, but are not
limited to, any controversy or claim between the
Company and the insured arising out of or relating to
this policy, and service of the Company in connection
with its issuance or the breach of a policy provision or
other obligation. Arbitration pursuant to this policy
and under the Rules in effect on the date the demand
for arbitration is made or, at the option of the insured,
the Rules in effect at Date of Policy 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 permit 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.
15. LIABILITY LIMITED TO THIS POLICY: POLICY
ENTIRE CONTRACT.
(a) This policy together with all endorsements, if
any, attached hereto by the Company isthe entire policy
and contract between the insured and the Company. In
interpreting any provision of this policy, this policy
shall be construed as a whole.
(b) Any claim of loss or damage, whether or not
based on negligence, and which arises out of the status
of the title to the estate or interest covered hereby or by
any action asserting such claim, shall be restricted to
this policy.
(c) No amendment of or endorsement to this
policy 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 Com-
pany.
16. SEVERABILITY.
In the event any provision of the policy is held
invalid or unenforceable under applicable law, the policy
shall be deemed not to include that provision and all
other provisions shall remain in full force and effect.
17. 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 policy and
shall be addressed to the Company, Attention: Claims
Department, 114 East Fifth Street, Santa Ana, California
92701.
FATIC 520