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HomeMy WebLinkAbout2010-215 q - � - f- O 3 . C' , LEASE AGREEMENT This lease entered into on this _ 28 day of October 2.010 by the BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA, a political subdivision of the State of Florida , hereinafter called the " Landlord " , and Roy and Cindy L . Bass "Tenant" , in consideration of the mutual promises and agreements set forth below, hereby agree as follows : WITNESSETH : 1 . PROPERTY AND TERM , The Landlord hereby leases to the Tenant the single family residence , storage structure , and garage/shop and facilities situated thereon , located at 5210/5220 85th Street in the County of Indian River, Florida , more particularly described as follows : See Exhibit " 1 " attached hereto . for a term of twelve months commencing October 29 , 2010 and terminating on October 29 , 2011 for a total rental of Twelve Dollars ( $ 12 . 00) payable at the rate of $ 1 . 00 per month payable in advance . 1 . 1 Extension of Lease. This lease shall not be extended ' beyond the stated term unless agreed upon in writing 30 days before expiration of this lease . 1 .2 Termination of Lease by Tenant Tenant may opt out of this lease anytime during the lease period by providing written notice to Landlord as such . 2 . USE OF PREMISES . During the term of this Lease , the Tenant shall cause the leased premises to be used for a private , single family residence , storage building and garage/shop and for no other purpose . Tenant shall not use the premises , or any part thereof, or permit the same to be used for any illegal , immoral , or improper purposes ; not to make , or permit to be made , any disturbance , noise , or annoyance whatsoever detrimental to the premises or the comfort and peace of the inhabitants of the vicinity of the premises . 3 . PROPERTY LEASED "AS IS ". Tenant agrees that the property is being leased "as is" and that Landlord makes no warranty or guarantee of the condition of the property or any of the improvements . Tenant has examined the premises and has determined that the premises are suitable for Tenant's purposes . 4 . COMPLIANCE . OF LAW. Tenant shall comply with all of the, laws ; rules , ordinances , and regulations of. the County; State and tFederal, Governments , and 1 agencies regarding the use of the leased premises . Violation of any law , rule , ordinance or regulation may result in immediate termination of this lease . 5 . MAINTENANCE AND REPAIRS The Tenant agrees to make any and all repairs and improvements to the leased premises and agrees to keep said premises in a safe , clean and attractive condition during the term of this Lease . Upon the expiration of the Lease , the Tenant shall surrender the premises quietly and peaceably in substantially the same condition as it was at the outset of this Lease , reasonable wear and tear and damage by the elements excepted . & INSTALLATION AND REMOVAL OF EQUIPMENT AND FIXTURES . Tenant shall have the right to install on the premises such equipment, fixtures and other items necessary or convenient for its use of the premises . All equipment and property purchased by the Tenant and placed in , on , or about the leased premises , including equipment not affixed to the realty, shall remain the property of the Tenant. Tenant may remove same on or before the termination of the Lease , provided that if removal results in damage to any part of the leased premises , the Tenant shall return the leased property to a condition suitable for the original intended use of that part of the leased property. In addition , any and all personal property not attached or installed in any building or structure shall remain Tenant's property and may be removed on or prior to termination of this Lease . 7 , PUBLIC UTILITIES, The Tenant will pay within time allowed for payment without penalties , all charges for water and electricity and all other public utilities which may arise from the Tenant's use of the leased property. The Tenant agrees to hold the LANDLORD harmless from any interruption in the use and services of such commodities . 8 . HOLD HARMLESS. The Tenant agrees to hold harmless and indemnify Landlord from any liability which may arise from the Tenant's use of the leased property. 9 . INSURANCE. The Tenant shall carry the following insurance coverage and shall furnish the Landlord a certificate of said coverage . 9 . 9 Renters Insurance. Tenant agrees to keep and maintain at all time during the lease term , at Tenant's expense , a renter's insurance policy protecting Landlord against any internal damage to the house , and a general liability policy protecting Landlord against all claims and demands that may arise or be claimed on account of Tenant's use of the premises in an amount of at least $ 900 , 000 for individual injuries and $200 , 000 per occurrence . The policy shall be written by a carrier licensed to do business in Florida 9 . 2 . Special Re uirements. Ten days prior to the commencement of tenancy, a certificate of insurance shall be provided to the Risk Manager for review and approval . The certificate shall provide for the following : A . Indian River County shall be named as an "Additional Insured " on the general liability policy. 2 d B . Indian River County will be given thirty (30) days ' notice prior to cancellation or modification of any stipulated insurance . Such notice shall be in writing by certified mail , return receipt requested , and addressed to the Risk Manager, 9 . 3 Lapse in Covera e. If the tenant allows insurance coverage required under this lease to lapse , expire or be canceled it shall be an immediate breach of the lease and grounds for eviction . 9. 4 Damage by Fire or Other Causes That in the event the premises are destroyed or so damaged by fire or other casualty as to be unfit for occupancy or use, then this Lease shall thereby be determined ended . Landlord shall not be liable to rebuild , replace or repair said premises. 10 . MAINTENANCE OF EXTERIOR. Tenant agrees to mow grass and maintain the landscaping and shrubbery. Tenant agrees to maintain the automobile parking areas , driveways and the exterior of the building . 11 . RIGHT TO INSPECT. The Landlord may enter and inspect the leased premises at all reasonable hours to insure the premises is being properly maintained and kept in good condition . 12 . ASSIGNMENT OR SUBLEASE. Tenant shall not assign , sublease or transfer any part of this Lease without prior written consent of the Landlord which may be withheld for any reason . This lease is entered into with the knowledge that two adults shall reside in the house . No additional residents , whether permanent or temporary shall be permitted to move into the house during the term of the lease without Landlord 's written consent. Tenant shall not mortgage the leased premises . 13 . ATTORNEY'S FEES AND COSTS. In the event there arises any dispute or litigation over the terms and conditions of this Lease , the prevailing party shall be entitled to all attorney's fees , costs and suit money expended to resolve that dispute. 14 . NOTICE . Any notices which are required , or which either party may desire to serve upon the other, shall be in writing and shall be deemed served when hand delivered , or when actually received via U . S . Mail , postage prepaid , return receipt requested , addressed to Tenant at: P . O . Box 700441 Vero Beach , Florida 32970-0441 Such notices to Landlord shall be addressed as follows : Board of County Commissioners of Indian River County Attention : Public Works 180127 th Street Vero Beach , Florida 32960 These addresses may be changed by either party by providing written notification to the other. 3 p 15. RADON GAS. Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida . Additional information regarding radon testing may be obtained from you county public health unit. This paragraph is included pursuant to the requirement of Florida Statutes Chapter 404 . 056 for the purpose of public information and notification . 16 . VIOLATION OF TERMS OF LEASE. If Tenant violates any of the covenants and conditions of this lease, then the Tenant shall become a Tenant at Sufferance , and in the event Tenant is evicted by suit at law, Tenant agrees to pay to Landlord all costs of such suit including a reasonable attorney's fee ; that no assent, expressed or implied , to any breach of one or more of the covenants and agreements shall be deemed to be a waiver of any succeeding or other breach . IN WITNESS WHEREOF , we , the Landlord and Tenant , hereunto affixed our hands and seals at Vero Beach , Indian River County, Florida , the day and year first above written . goo A1,1#4d . M b ° _ p$ Y d Mai, O 40 "~ of �''0' ARD OF COUNTY COMMISSIONERS yN •. INDIAN RIVER COUNTY , FLORIDA o CP - " a � b a �s a • a M v °°°%�,r�.•. � ° Peter D . O :R .ryan , C airman ATTEST : Q ®U to il BCC Approved : 09 - 07 - 10 SL bow rey K . Barton Clerk of Court Witnessed by: By : Roy ss signature, printed nam `�an��-�-f,• r���� ~! By: 2. signatur / Cindy L. s printed Warta .E ��,q��ry „ T,u Approved as to form and lega sufficiency : County ttorney 4 Parcel 1 : Commencing at the Southwest corner of the Southeast Quarter of the Southwest : Quarter of section 28 , Township ;31 South, Range 39 East ', run East on the : sec.tion line : a distance of 715 feet ; thence run North. 25 feet `to the North right = of -way .of Wabasso Road for Point of Beginning. ; thence ' continue North 15,0 feet ; thence East 110 feet ; thence. South 150 f:eetj. thence West Beginning . 110 feet to Point .of. LESS and EXCEPT the South 15 feet thereof for right- of'-way of State Road 510 . Parcel 2 . Commencing at the, *Southwest corner of the Southeast Quarter of the Southwest . Quarter of Section 28 , Township 31 South , Range 19 East , run East on the Section line a.Aistance of 825 feet ; thence tun North' 25 :feet to the North :ri tit-:of -wa g y 'of ' Wabasso Road , being the Point of Beginning for the follow ngnmetes and bounds description , From said :Point of B6ga:nn ng , continue North 150 feet ; thence run East 60 'feet, ; thence run ' South 150 feet to afore - said North right- of -way ; thence run tQest 60 feet; . to .the .Point of Beginning . LESS and. EXCEPT the South . 15 feet thereof for right - of -way of State Road 510 . EXII -- z 209.0678 THIS DOCUMENT HAS P3 - EN RECORDED IN THE F' l E3 _ IC RE (:: OF: DS This instrument was prepared incident to OF INDIAN RIVER COUNTY FL the issuance of a title insurance contract, BK 2455 PG: 595 , Page I of 2 and is to be returned to : 11 /02/2010 at 09 . 40 AM , f::) DOC -r !), K FD $0 . 70 Jason A . Beal JEFFREY K BARTON , CLERK O ! = CGURT Atlantic Coastal Land Title Company, LLC 3850 20 "' Street, Suite 4 Vero Beach , Florida 32960 ACLT File Number : 40078206 Parcel ID Number : 31 -39 -28- 00000 -5000 - 00040 . 1. GENERA, WARRANTY DEED This deed , made as of this 29th day of October, 201. 0 , by Roy Bass and Cindy L . Bass , his wife ( as Grantor) ; and Indian .River County, a political subdivision of the State of Florida , whose postoffice address is : 1801 27th St, Vero Beach , FL 32960 (as Grantee) ; (Wherever used herein, the terms "grantor " and "grantee " shall include singular and plural, hens, legal representatives, and assigns of individuals, and the successors and assigns of corporations, partnerships or other entities; wherever the contest so admits or requires.) WITNESSETII : That the grantor, for and in consideration of the sum of $ 10 . 00 in hand paid by grantee, the receipt whereof is hereby acknowledged, does hereby grant, bargain, sell , alien, realise, release, convey and confirm unto the grantee forever, all the right, title , interest, claim and demand which the said grantor has in and to the following described parcel of land , to wit: Parcel 1 : Commencing at the Southwest corner of the Southeast 1 /4 of the Southwest 1 /4 of Section 28, Township 31 South , Range 39 East, run East on the Section line a distance of 715 feet ; thence run North 25 feet to the North right- of-way of Wabasso Road for a Point of Beginning ; thence continue North 1. 50 feet ; thence East 110 feet ; thence South 150 feet ; thence West 110 feet to the Point of Beginning. LESS AND EXCEPT the South 15 feet thereof for right- oGway of State Road 510 . Said lands lying and being in Indian River County, Florida . Parcel 2 : Commencing at the Southwest corner of the Southeast 1 /4 of the Southwest 1 /4 of Section 28 , Township 31 South , Range 39 East, run East on the Section line a distance of 825 feet ; thence run North 25 feet to the North right- of=way of Wabasso Road, being the Point of Beginning for the following metes and bounds �ilillliliiii 11,1111111glilipli: 11 I= ATLANTIC COASTAL LAND TITLE COMPANY, LLC A Full Service , Florida Title Insurance Agency �A description . From said Point of Beginning, continue North 150 feet ; thence run East 60 feet ; thence run South 150 feet to aforesaid North right- of-way ; thence run West 60 feet to the Point of Beginning. LESS AND EXCEPT the South 15 feet thereof for right-of-way of State Road 510 . Said lands lying and being in Indian River County, Florida . Pursuant to Rule 12B -4 . 01. 3 (4) , F . A . C . , this deed is given to a governmental entity under threat of condemnation or as a part of an out- of- court settlement of condemnation proceedings and is not subject to tax . TOGETHER with all the tenements , hereditaments and appurtenances thereto belonging or in anywise appertaining. TO HAVE AND TO HOLD the same in fee simple forever. AND grantor hereby covenants with grantee that grantor is lawfully seized of said land in fee simple ; that grantor has good right and lawful authority to sell and convey said land; that grantor hereby fully warrants the title to said land and will defend the same against the lawful claims of all persons whomsoever; and that said land is free of all encumbrances , except taxes for the year in which this deed is given; and restrictions, reservations , limitations , covenants, conditions and easements of record, if any; insofar as same are valid and enforceable (however, this clause shall not be construed to reimpose same) . IN WITNESS WHEREOF, the said grantor has signed and sealed these presents the day and year first above written . Signed, sealed and delivered in the presence of.• 46 �J Gi So ;1 17 - ( Pa :Roy Bass P . O . Box 700441. ab b , 32970 -044177 . 4 � � � � � 0 Cindy L . Bass P.O. Box 700441 Wabasso , FL 32970- 0441 State of Florida County of Indian River The foregoing instrument was acknowledged before me the date hereinafter given, by Roy Bass and Cindy L . Bass ; who was/were either personally known to me ; or produced identification of sufficient character so as to identify said individual (s ) with reasonable certainty ; and who did/did not take an oath . Witness my hand and official seal in the County and State last aforesaid, this 29th day of October, 201. 0 . �Y .y '1% JASON A BEAL .- MY COMMISSION # DD 823327 EXPIRES: October 11 , 2012 ;oFMiN Bonded Thru Notary Public Underwriters Notary Public a. ATLANTIC COASTAL LAND TITLE COMPANY, LLC A Full Service , Florida Title Insurance Agency v' Owner 's Policy American Land Title Association Owner' s Policy 10- 17 -92 with Florida modifications Policy Number S ® C ® 08089481 File Number: 40078206 �r SUBJECT TO THE EXCLUSIONS FROM COVERAGE , THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS AND STIPULATIONS , OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY , a Minnesota corporation , herein called the Company , insures , as of Date of Policy shown in Schedule A , against loss- or damage , not exceeding the Amount of Insurance stated in Schedule A , sustained or incurred by the insured by reason of : 1 . Title to the estate or interest described in Schedule A being vested other than as stated therein ; 2 . Any defect in or lien or encumbrance on the title ; 1 Unmarketability of the title , 4 . Lack of a right of access to and from the land . The Company will also pay the costs , attorneys ' fees and expenses incurred in defense of the title , as insured , but only to the extent provided in the Conditions and Stipulations . IN WITNESS WHEREOF, the said Old Republic National Title Insurance Company has caused its corporate name and seal to be hereunto affixed by its duly authorized officers as of the date shown in Schedule A , the policy to be valid when countersigned by an authorized officer or agent of the Company . Issued through the Office of. OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY Policy Issuer: A Stock Company ATLANTIC COASTAL LAND TITLE COMPANY, LLC 3850 20TH STREET, STE 4 400 Second Avenue South, Minneapolis, Minnesota 5540 / VERO BEACH , FL 32960 (612) 371 - 1111 PH 772 -56 -436 e=� By President Authorized Signatory ORT Form 331 - ALTA Owner ' s Policy 10- 17-92 with Florida modifications Attest 04 Secr-etary OLD REPUBLIC NATIONAL 'TITLE INSURANCE COMPANY Owner ' s Title Insurance Policy Note : This policy consists of insert pages labeled " Schedule A " and " Schedule B " and is of no force or effect unless all schedules are included, along with any Rider pages incorporated by reference in the insert pages . SCHEDULE A Agent's File No : 40078206 Policy No : SDC - 08089481 Effective Date : November 2 , 2010 at 9 : 40 AM Amount of Insurance : $ 3509000 . 00 1 , The Insured hereunder, in whom title to the fee simple estate is vested at the date hereof, is : Indian River County, a political subdivision of the State of Florida 2 . In addition to those referred to in Schedule B hereof, the land herein described is encumbered by the following mortgage ( s) , and assignments thereof (if any) : None ! 3 . The land referred to in this policy is situated in the County of Indian River, State of Florida, and is described as follows : Parcel 1 : Commencing at the Southwest corner of the Southeast 1 /4 of the Southwest 1 /4 of Section 28, Township 31 South , Range 39 East, run East on the Section line a distance of 715 feet ; thence run North 25 feet to the North right- of-way of Wabasso Road for a Point of Beginning ; thence continue North 150 feet ; thence East 110 feet ; thence South 150 feet ; thence West 11. 0 feet to the Point of Beginning. LESS AND EXCEPT the South 15 feet thereof for right- of-way of State Road 510 . Said lands lying and being in Indian River County, Florida . Pol I - Policy Insert Page I F : - OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY Owner ' s Title Insurance Policy Parcel 2 . Commencing at the Southwest corner of the Southeast 1 /4 of the Southwest 1 /4 of Section 28 , Township 31 South , Range 39 East, run East on the Section line a distance of 825 feet ; thence run North 25 feet to the North right- of-way of Wabasso Road, being the Point of Beginning for the following metes and bounds description . From said Point of Beginning, continue North 1. 50 feet ; thence run East 60 feet ; thence run South 150 feet to aforesaid North right- of-way ; thence run West 60 feet to the Point of Beginning . LESS AND EXCEPT the South 15 feet thereof for right-of-way of State .Road 5 .10 . Said lands lying and being in Indian River County, Florida . Countersi e . Authorized Signatory ATLANTIC COASTAL LAND TITLE COMPANY, LLC 3850 20"' Street, Suite 4, Vero Beach, Florida 32960 Telephone : 772 - 569 -4364 Pol I - Policy Insert Page 2 OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY Owner ' s Title Insurance Policy Agent' s File No : 40078206 Policy No : SDC-08089481 SCHEDULE B 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: GENERAL EXCEPTIONS : I . (a) Encroachments, overlaps, boundary line disputes, or other matters which would be disclosed by an accurate survey and inspection of the premises . ( b) Easements, or claims of easements , not shown by the public records . (c) If the land described herein abuts a river, lake, stream or other waterway -- - the nature and extent of riparian and/or littoral rights, title to any portion of the land which is submerged, title to any portion below the mean high water mark of a tidal waterway, and title to any portion which consists of " filled-in lands ' ; and/or any claim that any portion of said lands are sovereign lands of the State of Florida . (d) Taxes or special assessments which are not shown as existing liens by the public records . SPECIAL EXCEPTIONS , 2 . The mortgage referred to in item 2 of Schedule A hereof, if any . 3 . General and special real property taxes and assessments for tax year 2010 and subsequent years . 4 . Unrecorded Lease Agreement between Indian River County, a political subdivision of the State of Florida (as Lessor) and Roy Bass and Cindy L . Bass , his wife (as Lessee) . jIn accordance with Title 42 United States Code, Section 3604, any covenants, conditions or restrictions referred to ! herein, which indicate any preference, limitation or discrimination based on race, color, religion, sex, handicap, familial slatals or national origin, are hereby deleted. Note 1 : This policy does not insure against loss or damage arising as the result of unpaid charges for public utilities fitrnished by any county, municipality, or public service corporation , which may be or may become a lien upon the land insured hereby under any provision of the Florida Statutes including Section 159 . 17 ; and/or any county, municipal , or special taxing district assessment, including those levied under the provisions of Chapter 190 , Florida Statutes . Note 2 : All references herein to recorded instruments , refer to recordations contained within the Public Records of the county in which the land is located . Reference to instruments among the Public Records refer to the first recorded page of the instrument, but include by reference all pages recorded under the Clerk's File Number assigned to the instrument referred to . Pol l - Policy Insert Page 3 EXCLUSIONS FROM COVERAGE by reason of the public records as defined in this policy or any other The following matters are expressly excluded from the coverage records which impart constructive notice of matters affecting the land . of this policy and the Company will not pay loss or damage , costs , ( d ) land " the land described or referred to in Schedule A , and attorneys ' fees or expenses which arise by reason of: improvements affixed thereto which by law constitute real property . 1 . (a ) Any law, ordinance or governmental regulation ( including , but The term " land " does not include any property beyond the lines of not limited to , building and zoning laws , ordinances , or regulations ) the area described or referred to in Schedule A , nor any restricting , regulating , prohibiting or relating to ( i ) the occupancy, right, title , interest, estate or easement in abutting streets , roads , use , or enjoyment of the land ; ( ii ) the character, dimensions or avenues , alleys, lanes, ways or waterways , but nothing herein shall location of any improvement now or hereafter erected on theland ; modify or limit the extent to which a right of access to and from the ( iii ) a separation in ownership or a change in the dimensions or area land is insured by this policy . of the land or any parcel of which the land is or was a partt or ( iv ) ( e ) It mortgage , deed of trust, trust deed , or other environmental protection , or the effect of any violation of these laws , security insit trument. ordinances or governmental regulations , except to the extent that (f) public records " : records established under state statutes at notice of the enforcement thereof or a notice of a defect, lien or Date of Policy (or the purpose of imparting constructive notice of encumbrance resulting from a violation or alleged violation affecting 'natters relating to real property to purchasers for value and without the land has been recorded in the public records at Date of Policy. knowledge . With respect to Section 1 ( a )( iv) of the Exclusions from ( h ) Any governmental police power not excluded by ( a ) above , Coverage , " public records " shall also include environmental protection except to the extent that a notice of the exercise thereof or a notice liens filed in the records of the clerk of the United States District of a defect, lien or encumbrance resulting from a violation or alleged Court for th11 e district in which the land is located . violation affecting the land has been recorded in the public records ( g ) unrnarketability of the title " : an alleged or apparent matter at Date of Policy . affecting the title to the land , not excluded or excepted from coverage , which would entitle a purchaser of the estate or interest Rights of eminent domain unless notice of the exercise thereof has been recorded in the public, records at Date of Policy, but not described in Schedule A to be released from the obligation to Purchase by virtue of a contractual condition requiring the delivery of excluding from coverage any taking which has occurred prior to Date Of Policy which would be binding on the rights of a purchaser for marketable title . value without knowledge . 2. Continuation of Insurance AfterConveyanee of Title. 3 . Defects , liens , encumbrances , adverse claims , or other matters : The coverage of this policy shall continue in force as of Date of ( a ) created , suffered , assumed or agreed to by the insured Policy in favor of an insured only so long as the insured retains an Claimant; estate or interest in the land , or holds an indebtedness secured by a ( b) not known to the Company , not recorded in the puhlic purchase money mortgage given by a purchaser from the insured , or records at Date of Policy, but known to the insured claimant and not only so long as the insured shall have liability by reason of covenants disclosed in writing to the Company by the insured claimant prior to of warranty made by the insured in any transfer or conveyance of the the date the insured claimant became an insured under this policy; estate or interest. This policy shall not continue in force in favor of ( c ) resulting in no loss or damage to the insured claimant; any purchaser from the insured of either ( f ) an estate or interest in ( d ) attaching or created subsequent to Date of Policy; or the land , or ( ii ) an indebtedness secured by a purchase money ( e ) resulting in loss or damage which would not have been mortgage given to the insured . sustained if the insured claimant had paid value for the estate or interest insured by this policy . 3. Notice ofClaim to be Given by lnsured Claimant. 4 . Any claim , which arises out of the transaction vesting in the The insured shall notify the Company promptly in writing ( i ) in insured the estate or interest insured by this policy, by reason of the case of any litigation as set forth in Section 4 ( a ) below, ( ii ) in case operation of federal bankruptcy, state insolvency, or similar creditors ' knowledge shall come to an insured hereunder of any claim of title or rights laws , that is based on : interest which is adverse to the title to the estate or interest , as (a ) the transaction creating the estate or interest insured by this insured , and which might cause loss or damage for which the Policy being deemed a fraudulent conveyance or fraudulent transfer; or Company may be liable by virtue of this policy, or ( iii ) if title to the ( h ) the transaction creating the estate or interest insured by this estate or interest, as insured , is rejected as unmarketable . If prompt policy being deemed a preferential transfer except where the notice shall not be given to the Company, then as to the insured all preferential transfer results from the failure : liability of the Company shall terminate with regard to the matter or ( i ) to timely record the insu ument of transfer; or matters for which prompt notice is required , provided , however, that ( ii ) of such recordation to impart notice to a purchaser for failure to notify the Company shall in no case prejudice the rights of value or a judgment or lien creditor. any insured under this policy unless the Company shall be prejudiced CONDITIONS AND STIPULATIONS by the failure and then only to the extent of the prejudice . Definition of Terms. 4. Defense and Prosecution of Actions; Duty of Insured Claimant to The following terms when used in this policy mean : Cooperate. ( a ) " insured " : the insured named in Schedule A , and , subject to ( a ) Upon written request by the insured and subject to the any rights or defenses the Company would have had against the options contained in Section 6 of these Conditions and Stipulations , named insured , those who succeed to the interest of the named the Company , at its own cost and without unreasonable delay, shall insured by operation of law as distinguished from purchase including , provide for the defense of an insured in litigation in which any third but not limited to , heirs , distributees , devisees , survivors , personal party asserts a claim adverse to the title or interest as insured , but representatives , next of kin , or corporate or fiduciary successors , only as to those stated causes of action alleging a defect, lien or ( b ) " insured claimant " : an insured claiming loss or damage . encumbrance or other matter insured against by this policy. The ( c ) " knowledge " or " known " : actual knowledge , not Company shall have the right to select counsel of its choice ( subject constructive knowledge or notice which may be imputed to an insured 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 he liable for and will not pay the fees of any other counsel . The the and memoranda in the custody or control of a third party, which Company will not pay any fees , costs or expenses incurred b reasonably insured in the defense of those causes of action which allege matters bly pertain to the loss or damage . All information designated 9 as confidential by the insured claimant provided to the Company not insured against by this policy. pursuant to this Section shall not be disclosed to others unless , in ( b ) The Company shall have the right, at its own cost, to the reasonable judgment of the Company, it is necessary in the institute and prosecute any action or proceeding or to do any other administration of the claim . Failure of the insured claimant to submit act which in its opinion may be necessary or desirable to establish for examination under oath , produce other reasonahly requested the title to the estate or interest, as insured , or to prevent or reduce information or grant permission to secure reasonably necessary loss or damage to the insured . The Company may take any information from third parties as required in this paragraph shall appropriate action under the terms of this policy, whether or not it terminate any liability of the Company under this policy as to that shall be liable hereunder, and shall not thereby concede liability or claim . waive any provision of this policy. If the Company shall exercise its rights under this paragraph , it shall do so diligently . 6. Options to Pay or Otherwise Settle Claims; Termination of ( c ) Whenever the Company shall have brought an action or Liability. interposed a defense as required or permitted by the provisions of In case of a claim under this policy , the Company shall have the this policy , the Company may pursue any litigation to final following additional options : determination by a court of competent jurisdiction and expressly ( a ) To Pay or Tender Payment of the Amount of Insurance . reserves the right , in its sole discretion , to appeal from any adverse To pay or tender payment of the amount of insurance under this judgment or order, policy, together with any costs , attorneys ' fees and expenses incurred ( d ) In all cases where this policy permits or requires the by the insured claimant, which were authorized by the Company, up to Company to prosecute or provide for the defense of any action or the time of payment or tender of payment and which the Company is proceeding , the insured shall secure to the Company the right to so obligated to pay. prosecute or provide defense in the action or proceeding , and all Upon the exercise by the Company of this option , all liability and appeals therein , and permit the Company to use , at its option , the obligations to the insured under this policy, other than to make the name of the insured for this purpose . Whenever requested by the payment required , shall terminate , including any liability or obligation Company, the insured , at the Company ' s expense , shall give the to defend , prosecute , or continue any litigation , and the policy shall he Company all reasonable aid ( i ) in any action or proceeding , securing surrendered to the Company for cancellation . evidence , obtaining witnesses , prosecuting or defending the action or ( b ) To Pay or Otherwise Settle With Parties Other Than the proceeding , or effecting settlement, and ( ii ) in any other lawful act Insured or With the Insured Claimant. which in the opinion of the Company may be necessary or desirable ( i ) to pay or otherwise settle with other parties for or in to estahlish the title to the estate or interest as insured . If the the name of an insured claimant any claim insured against under this Company is prejudiced by the failure of the insured to furnish the policy, together with any costs , attorneys ' fees and expenses incurred required cooperation , the Company ' s obligations to the insured under by the insured claimant which were authorized by the Company up to the policy shall terminate, including any liability or obligation to the time of payment and which the Company is obligated to pay; or defend , prosecute , or continue any litigation , with regard to the Iii ) to pay or otherwise settle with the insured claimant matter or matters requiring such cooperation . the loss or damage provided for under this policy, together with any costs , attorneys ' fees and expenses incurred by the insured claimant 5. Proof of Loss or Darnage. which were authorized by the Company up to the time of payment In addition to and after the notices required under Section 3 of and which the Company is obligated to pay. these Conditions and Stipulations have been provided the Company, a Upon the exercise by the Company of either of the options proof of loss or damage signed and sworn to by the insured claimant provided for in paragraphs ( b )( i ) or ( ii ) , the Company ' s obligations to shall be furnished to the Company within 90 days after the insured the insured under this policy for the claimed loss or damage , other claimant shall ascertain the facts giving rise to the loss or damage . than the payments required to be made , shall terminate , including any The proof of loss or damage shall describe the defect in , or lien or liability or obligation to defend , prosecute , or continue any litigation , encumbrance on the title , or other matter insured against by this policy which constitutes the basis of loss or damage and shall state , 7. Determination, Extent of Liability and Coinsurance. to the extent possible , the basis of calculating the amount of the loss This policy is a contract of indemnity against actual monetary or damage . If the Company is prejudiced by the failure of the insured loss or damage sustained or incurred by the insured claimant who claimant to provide the required proof of loss or damage , the has suffered loss or damage by reason of matters insured against by Company ' s obligations to the insured under the policy shall terminate , this policy and only to the extent herein described . including any liability or obligation to defend , prosecute , or continue ( a ) The liability of the Company under this policy shall not any litigation , with regard to the matter or matters requiring such exceed the least of: proof of loss or damage . ( i ) the Amount of Insurance stated in Schedule A; or, In addition , the insured claimant may reasonably be required to Iii ) the difference between the value of the insured estate submit to examination under oath by any authorized representative of or interest as insured and the value of the insured estate or interest the Company and shall produce for examination , inspection and subject to the defect, lien or encumbrance insured against by this copying , at such reasonable times and places as may be designated policy. by any authorized representative of the Company, all records , books , ( b ) The Company will pay only those costs , attorneys ' fees and ledgers , checks , correspondence and memoranda , whether bearing a expenses incurred in accordance with Section 4 of these Conditions and date before or after Date of Policy, which reasonably pertain to the Stipulations . loss or damage . Further, if requested by any authorized representative 8. Apportionment. of the Company, the insured claimant shall grant its permission , in If the land described in Schedule A consists of two or more writing , for any authorized representative of the Company to examine , parcels which are not used as a single site , and a loss is established inspect and copy all records , books , ledgers , checks , correspondence affecting one or more of the parcels but not all , the loss shall he computed and settled on a pro rata basis as if the amount of If a payment on account of a claire does not fully cover the loss insurance under this policy was divided pro rata as to the value on of the insured claimant, the Company shall be subrogated to these Date of Policy of each separate parcel to the whole , exclusive of any rights and remedies in the proportion which the Company' s payment improvements made subsequent to Date of Policy, unless a liability or bears to the whole amount of the loss . value has otherwise been agreed upon as to each parcel by the otic If loss should result from any act of the insured claimant, as Company and the insured at the time of the issuance of this policy stated above , that act shall not void this policy, hut the Company, in and shown by an express statement or by an endorsement attached to this policy . 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, 9. Limitation of Liability. lost to the Company by reason of the impairment by the insured claimant (a) If the Company establishes the title , or removes the alleged of the Company 's right of subrogation . defect, lien or encumbrance , or cures the lack of a right of access to ( b ) The Company ' s Rights Against Non- insured Obligors . or from the land , or cures the claim of unmarketability of title , all as The Company' s right of subrogation against non - insured obligors insured , in a reasonably diligent manner by any method , including shall exist and shall include , without limitation , the rights of the insured litigation and the completion of any appeals therefrom , it shall have to indemnities , guaranties , other policies of insurance or bonds , fully performed its obligations with respect to that matter and shall notwithstanding any terms or conditions contained in those instruments not be liable for any loss or damage caused thereby. which provide for subrogation rights by reason of this policy . ( h ) In the event of any litigation , including litigation by the 74. Arbitration. Company or with the Company ' s consent, the Company shall have no liability for loss or damage until there has been a final determination Unless prohibited by applicable law, arbitration pursuant to the Title Insurance Arbitration Rules of the American Arbitration by a court of competent jurisdiction , and disposition of all appeals Association may be demanded if agreed to by both the Company therefrom , adverse to the title as insured . and the insured . Arbitrable matters may include, but are not ( c ) The Company shall not he liable for loss or damage to any limited to, any controversy or claim between the Company and insured for liability voluntarily assumed by the insured in settling any the insured arising out of or relating to this policy, any service of claim or suit without the prior written consent of the Company. the Company in connection with its issuance or the breach of a Policy ision or her 70. Reduction of /nsurancesuant to thi , Reduction or Termination of Liability. policy and under the tRul sobligation . effect n the date tation he erdemand for All payments under this policy , except payments made for costs , arbitration is made or, at the option of the insured, the Rules in attorneys ' fees and expenses , shall reduce the amount of the effect at Date of Policy shall be binding upon the parties. The insurance pro tanto , award may include attorneys ' fees only if the laws of the state in 71 . Liability Na -cumulative. which the land is located permit a court to award attorneys ' fees It is expressly understood that the amount of insurance under to a prevailing party. Judgment upon the award rendered by the he Company ma Arbitrator( s ) may be entered in any court having jurisdiction this policy shall be reduced by any amount t P Y Y pay thereof. under any policy insuring a mortgage to which exception is taken in The law of the situs of the land shall apply to an Schedule B or to which the insurer) has agreed , assumed , or taken arbitration under the Title Insurance Arbitration Rules . subject, or which is hereafter executed by an insured and which is a A copy charge or lien on the estate or interest described or referred to in upon request. f the Rules may be obtained from the Company Schedule A , and the amount so paid shall be deemed a payment under this policy to the insured owner. 15 Liability Limited to this Policy; Policy Entire Contract. (a ) This policy together with all endorsements , if any, attached 12. Payment of Loss. hereto by the Company is the entire policy and contract between the ( a ) No payment shall be made without producing this policy insured and the Company. In interpreting any provision of this policy, for endorsement of the payment unless the policy has been lost or this policy shall be Construed as a whole . destroyed , in which case proof of loss or destruction shall be ( b ) Any claim of loss or damage , whether or not based on furnished to the satisfaction of the Company. negligence , and which arises out of the sl.atus of the title to the ( b) When liability and the extent of Toss or damage has been estate or interest covered hereby or by any action asserting such definitely fixed in accordance with these Conditions and Stipulations , claim , shall be restricted to this policy. the loss or damage shall be payable within 30 days thereafter. ( c ) No amendment of or endorsement to this policy can be made except by a writing endorsed hereon or attached hereto signed by either 13. Subrogation Upon Payment or Settlement. the President, a Vice President, the Secretary, an Assistant Secretary , or ( a ) The Company ' s Right of Subrogation . Validating Officer or Authorized Signatory of the Company. Whenever the Company shall have settled and paid a claim under this policy, all right of subrogation shall vest in the Company 16. Severability. unaffected by any act of the insured claimant. In the event any provision of the policy is held invalid or The Company shall be subrogated to and be entitled to all unenforceable under the applicable law, the policy shall be deemed not to rights and remedies which the insured claimant would have had include that provision and all other provisions shall remain in full against any person or property in respect to the claim had this policy force and effect. not been issued . If requested by the Company, the insured claimant shall transfer to the Company all rights and remedies against any 1 �. Notices, Where Sent. person or property necessary in order to perfect this right of All notices required to be given the Company and any statement in subrogation . The insured claimant shall permit the Company to sue , writing required to be furnished the Company shall include the number of compromise or settle re the name of the insured claimant and to use this policy and shall be addressed to the Company at its home office , 400 Second Avenue South , Minneapolis , Minnesota 55401 , ( 612 ) 371 1111 . the name of the insured claimant in any transaction or litigation involving these rights or remedies .