1994-224 ORDINANCE NO. qq--~
AN ORDINANCE APPROVING A CONTRACT PROVIDING FOR THE PURCHASE OF
REAL PROPERTY FROM ROBERT H. CALDWELL, JR. AND ELINOR CALDWELL;
AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING FOR AN
EFFECTIVE DATE.
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION I. That the city Council of the City of Denton, Texas,
approves the contract providing for the purchase of the real prop-
erty described in the contract attached hereto, between the City of
Denton and Robert H. Caldwell, Jr. and Elinor Caldwell.
SECTION II. That the city Council authorizes the city Manager
to execute any and all documents necessary to consummate the pur-
chase of real property in accordance with the contract.
SECTION III. That the city Council authorizes the expenditure
of funds in the amount of Thirty Thousand Eight Hundred Twenty-Five
Dollars ($30,825.00) for the purchase price of said property and
any additional closing costs which may be incurred in the purchase.
SECTION IV, That this ordinance shall become ~ffective immed-
iately upon its passage and approval.
PASSED AND APPROVED this the ~ day of ~.~.~, 1994.
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
MICHAEL A. BUCEK, ACTING CITY ATTORNEY
REAL ESTATE CONTRACT
STATE OF TEXAS
COUNTY OF DENTON
THIS CONTRACT OF SALE is made by and between ROBERT H.
CALDWELL, JR. and ELINOR CALDWELL (hereinafter referred to as
"Seller") and CITY OF DENTON, TEXAS, a home rule municipality, of
Denton, Denton County, Texas, (hereinafter referred to as ,,Purchas-
er''), upon the terms and conditions set forth herein.
PURCHASE AND SALE
Seller hereby sells and agrees to convey, and Purchaser hereby
purchases and agrees to pay for, the tract of land situated in
Denton County, Texas, being more particularly described as Lots 3,
4, and 5 of Block 6 of the Owsley Park Addition together with all
and singular the rights and appurtenances pertaining to the prop-
erty, including any right, title and interest of Seller in and to
adjacent streets, alleys or rights-of-way (all of such real prop-
erty, rights, and appurtenances being hereinafter referred to as
the "Property"), together with any improvements, fixtures, and per-
sonal property situated on and attached to the Property, for the
consideration and upon and subject to the terms, provisions, and
conditions hereinafter set forth.
PURCHASE PRICE
1. Amount of Purchase Price. The purchase price for the
Property shall be the sum of THIRTY THOUSAND EIGHT HUNDRED TWENTY-
FIVE DOLLARS ($30,825.00).
2. Payment of Purchase Price. The full amount of the Purchase
Price shall be payable in cash at the closing.
PURCHASER'S OBLIGATIONS
The obligations of Purchaser hereunder to consummate the trans-
actions contemplated hereby are subject to the satisfaction of each
of the following conditions any of which may be waived in whole or
in part by Purchaser at or prior to the closing.
1. Preliminary Title Report. Within twenty (20) days after
the date hereof, Purchaser, at Purchaser's sole cost and expense,
shall have caused the Title Company (hereinafter defined) to issue
a preliminary title report (the "Title Report") accompanied by
copies of all recorded documents relating to easements, rights-of-
way, etc., affectin~ the Property. Purchaser shall give Seller
written notice on or before the expiration of ten (10) days after
Purchaser receives the Title Report that the condition of title as
set forth in the title binder is or is not satisfactory, and in the
event Purchaser states the condition is not satisfactory, Seller
shall, at Seller's option, promptly undertake to eliminate or
modify all unacceptable matters to the reasonable satisfaction of
Purchaser. In the event Seller does not do so or is unable to do
so within ten (10) days after receipt of written notice, this
Agreement shall thereupon be null and void for all purposes and the
Escrow Deposit shall be forthwith returned by the Title Company to
Purchaser; otherwise, this condition shall be deemed to be accep-
table and any objection thereto shall be deemed to have been waived
for all purposes.
2. Survey. Purchaser shall, within twenty (20) days from the
date hereof, at Purchaser's sole cost and expense, obtain a current
survey of the Property, prepared by a duly licensed Texas land
surveyor acceptable to Purchaser and Seller. The survey shall be
staked on the ground, and shall show the location of all improve-
ments, highways, streets, roads, railroads, rivers, creeks, or
other water courses, fences, easements, and rights-of-way on or
adjacent to the Property, if any, and shall contain the surveyor's
certification that there are no encroachments on the Property and
shall set forth the number of total acres comprising the Property,
together with a metes and bounds description thereof. It is
mutually agreed that /~///~ shall
survey the property.
Purchaser will have ten (10) days after receipt of the survey
to review and approve the survey. In the event the survey is
unacceptable, then Purchaser shall within the ten (10) day period,
give Seller written notice of this fact. Seller shall, at Seller's
option, promptly undertake to eliminate or modify the unacceptable
portions of the survey to the reasonable satisfaction of Purchaser.
In the event Seller does not do so or is unable to do so within ten
(10) days after receipt of written notice, Purchaser may terminate
this Agreement, and the Agreement shall thereupon be null and void
for all purposes and the Escrow Deposit shall be returned by the
Title Company to Purchaser. Purchaser's failure to give Seller
this written notice shall be deemed to be Purchaser's acceptance of
the survey.
3. Seller's Compliance. Seller shall have performed, ob-
served, and complied with all of the covenants, agreements, and
conditions required by this Agreement to be performed, observed,
and complied with by Seller prior to or as of the'closing.
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller hereby represents and warrants to Purchaser as follows,
which representations and warranties shall be deemed made by Seller
to Purchaser also as of the closing date:
1. There are no parties in possession of any portion of the
Property as lessees, ~xcept the City of Denton, tenants at
sufferance, or trespassers.
2. Except for the prior actions of Purchaser, there is no
pending or threatened condemnation or similar proceeding or asses-
sment affecting the Property, or any part thereof, nor to the best
knowledge and belief of Seller is any such proceeding or assessment
contemplated by any governmental authority.
3. Seller has complied with all applicable laws, ordinances,
regulations, statutes, rules and restrictions relating to the
Property, or any part thereof.
CLOSING
The closing shall be held at the office of Dentex Title Com-
pany, Denton, Texas, on or before , or at such
title company, time, date, and place as Seller and Purchaser may
mutually agree upon (which date is herein referred to as the
,,closing date").
CLOSING REQUIREMENTS
1. Seller's Requirements. At the closing Seller shall:
A. Deliver to Purchaser a duly executed and acknowledged
General Warranty Deed conveying good and marketable title
in fee simple to all of the Property, free and clear of any
and all liens, encumbrances, conditions, easements,
assessments, and restrictions, except for the following:
1. Any exceptions approved by Purchaser
pursuant to Purchaser's Obliqations here-
of; and
2. Any exceptions approved by Purchaser
in writing.
B. Deliver to Purchaser a Texas Owner's Title Policy at
Purchaser's sole expense, issued by Dentex Title Company,
Denton, Texas, (the "Title Company"), or such title company
as Seller and Purchaser may mutually agree upon, in Purch-
aser's favor in the full amount of the purchase price,
insuring Purchaser's fee simple title to the Property
subject only to those title exceptions listed in Closing
Requirements hereof, such other exceptions as may be
approved in writing by Purchaser, and the standard printed
exceptions contained in the usual form of Texas Owner's
Title Policy, provided, however:
PAGE 3
1. The boundary and survey exceptions
shall be deleted if required by Purchaser
and if so required, the costs associated
with same shall be borne by Purchaser;
2. The exception as to restrictive cove-
nants shall be endorsed "None of Record";
and
3. The exception as to liens encumbering
the Property shall be endorsed "None of
Record".
C. Deliver to Purchaser possession of the Property on the
day of closing.
2. Purchaser's Requirements. Purchaser shall pay the full
cash purchase price to Seller at Closing in immediately available
funds.
3. Closinq Costs. Seller shall pay all ad valorem taxes
assessed by any tax jurisdiction through the date of closing due
for all years, including 1994.
All other costs and expenses of closing in consummating the
sale and purchase of the Property not specifically allocated herein
shall be paid by Purchaser, including all escrow fees, cost of tax
certificates and cost of preparation of deed.
REAL ESTATE COMMISSION
Any real estate commissions occasioned by the consummation of
this Agreement shall be the sole responsibility of Seller, and
Seller agrees to indemnify and hold harmless Purchaser from any and
all claims for these commissions.
BREACH BY SELLER
In the event Seller shall fail to fully and timely perform any
of its obligations hereunder or shall fail to consummate the sale
of the Property except Purchaser's default, Purchaser may either
enforce specific performance of this Agreement or terminate this
Agreement.
BREACH BY PURCHASER
In the event Purchaser should fail to consummate the purchase
of the Property, the conditions to Purchaser's obligations set
forth in PURCHASER'S OBLIGATIONS having been satisfied and
Purchaser being in default Seller may either enforce specific
performance of this Agreement, or terminate this Agreement.
PAGE 4
MISCELLANEOUS
1. Assignment of Aqreement. This Agreement may not be
assigned by Purchaser without the express written consent of
Seller.
2. Survival of Covenants. Any of the representations, war-
ranties, covenants, and agreements of the parties, as well as
any rights and benefits of the parties, pertaining to a period of
time following the closing of the transactions contemplated hereby
shall survive the closing and shall not be merged therein.
3. Notice. Any notice required or permitted to be delivered
hereunder shall be deemed received when sent by United States mail,
postage prepaid, certified mail, return receipt requested, addres-
sed to Seller or Purchaser, as the case may be, at the address set
forth beneath the signature of the party.
4. Texas Law to APPLY. This Agreement shall be construed
under and in accordance with the laws of the State of Texas, and
all obligations of the parties created hereunder are performable in
Denton County, Texas.
5. Parties Bound. This Agreement shall be binding upon and
inure to the benefit of the parties and their respective heirs,
executors, administrators, legal representatives, successors and
assigns where permitted by this Agreement.
6. Leqal Construction. In case any one or more of the pro-
visions contained in this Agreement shall for any reason be held to
be invalid, illegal, or unenforceable in any respect, said in-
validity, illegality, or unenforceability shall not affect any
other provision hereof, and this Agreement shall be construed as if
the invalid, illegal, or unenforceable provision had never been
contained herein.
7. Prior Aqreements SuDerseded. This Agreement constitutes
the sole and only agreement of the parties and supersedes any prior
understandings or written or oral agreements between the parties
respecting the within subject matter.
8. Time of Essence. Time is of the essence in this Agreement.
9. Gender. Words of any gender used in this Agreement shall
be held ~nd construed to include any other gender, and words in the
singular number shall be held to include the plural, and vice
versa, unless the context requires otherwise.
10. Memorandum of Contract. Upon request of either party,
both parties shall promptly execute a memorandum of this Agreement
suitable for filing of record.
PAGE 5
11. ComDliance. In accordance with the requirements of the
Texas Real Estate License Act, Purchaser is hereby advised that it
shouldlbe furnished with or obtain a policy of title insurance or
Purchaser should have the abstract covering the Property examined
by an attorney of Purchaser's own selection.
DATED this ~ day of ~-.~.~-~t- , 1994.
SELLER
RT H. CALD~WELL, JR.
2603 Jamestown
Denton, Texas 76201
ELINOR CALDWELL
2603 Jamestown
Denton, Texas 76201
PURCHASER
LLmDtV:~ ~SRRELL, City ~nager
215 E. McK~nney Street '
Denton, Texas 76201
STATE OF TEXAS
COUNTY OF DENTON
ntrument was acknowledged before ~e on ~~L~__
~-~ by ROBERT H. CALDWELL, JR. " ' '
STATE OF TEXAS
COUNTY OF DENTON
This instrument was acknowledged before me on by ELINOR CALDWELL.
NOTARY PUBLIC IN AND FOR TEXAS
PAGE 6
STATE OF TEXAS
COUNTY OF DENTON
This ,instrument is acknowledged before me, on
/~ by LLOYD V. HARRELL, City Manager, of the City
Denton, a municipal corporation, known to me to be the person and
officer whose name is subscribed to the foregoing instrument and
acknowledged to me that the same was the act of the said City of
Denton, Texas, a municipal corporation, that he was duly authorized
to perform the same by appropriate ordinance of the City Council of
the city of Denton and that he executed the same as the act of the
said city for purpose and consideration therein expressed, and in
the capacity therein stated.
NotARY ~UBLIC I~/AND FOR TEXAS
ATTEST: {l~/*i'~,,'i*; MY COMMISSION EXPIRES
APPROVED AS TO LEGAL FORM:
MICHAEL A. BUCEK, ACTING CITY ATTORNEY
PAGE 7
DENTEX TITLE COMPANY
417 S. LOCUST, STE. i01
DENTON, TEXAS 76201
817-566-0282
FAX 817-566-6445
CITY OF DENTON
215 EAST MCKINNEY
DENTON, TEXAS 76201
RE: G. F. # 94-1861D
POLICY # 428327
PROPERTY: LOTS 3,4,5, BLOCK 6, OWSLEY PARK ADDITION, DENTON,
DENTON COUNTY, TEXAS
Enclosed herewith please find your Owner Policy of Title Insurance
on the above referenced transaction.
Your original Warranty Deed was filed with the County Clerk of
Denton County, Texas. It will be returned to you by the County
Clerk.
If you require anything further, please do not hesitate to call.
Thank you for selecting Dentex Title Company to assist you with
your title insurance needs. It has been our pleasure to do
business with you.
Sincerely,
DENTEX TITLE COMPANY
JODI S. JONES
ESCROW ASSISTANT
encl.
R-03 Property Cat§.: O
1000: 452.00 County Code: 121
OWNER POLICY OF TITLE INSURANCE
SCHEDULE A
GF No.: 94-1861D
Policy No.: 428327 Issued with Policy No.
Amount of Insurance: $30,825.00
Premiu~ $452.00
Date of Policy: February 09, 1995 at 2:47 PM
1. Name of Insured:
CITY OF DENTON, TEXAS
2. The estate or interest in the land that is covered by this policy is: Fee Simple
3. Title to the estate or interest in the land is insured as vested in:
CITY OF DENTON, TEXAS
4. The land referred to in this policy is described as follows:
LOTS NO. 3, 4 AND 5 IN BLOCK 6 OF THE OWSLEY PARK ADDITION, AN ADDITION TO THE CITY
OF DENTON, DENTON COUNTY, TEXAS, AS SHOWN BY MAP OR PLAT OF SAID ADDITION OF RECORD
IN THE OFFICE OF THE COUNTY CLERK OF DENTON COUNT% TEXAS.
Dentex Title Company
By
Alamo Title Insurance of Texas ~uthorized'C~untersi§nat~
FORM T-l: Owner Policy-Schedule A Effective January 1. 1993
OWNER POLICY OF TITLE INSURANCE
SCHEDULE B
G.F. No.: 94-1861D
Policy No.: 428327
EXCEPTIONS FROM COVERAGE
This Policy does not insure against loss or damage (and the Company will not pay costs,
attorneys' fees or expenses) that arise by reason of the terms and conditions of the
leases or easements insured, if any, sho~-n in Schedule A and the following matters:
1. The following restrictive covenants of record intemized below (the Company must
either insert specific recording data or delete this exception):
This exception is hereby deleted in its entirety.
2. Any discrepancies, conflicts, or shortages in area or boundary lines, or any
encroachments or protrusions, or any overlapping of improvements.
3. Homestead or community property or survivorship rights, if any, of any spouse of any
insured.
4. Any titles or rights asserted by anyone, including, but not limited to, persons, the
public, corporations, governments or other entities,
a. to tidelands, or lands comprising the shores or beds of navigable or perennial
rivers and streams, lakes, bays, gulfs or oceans, or
b. to lands beyond the line of the harbor or bulkhead lines as established or
changed by any government, or
c. to filled-in lands, or artificial islands, or
d. to statutory water rights, including riparian rights, or
e. to the area extending from the line of mean low tide to the line of
vegetation, or the right of access to that area or easement along and across
that area.
5. Standby fees, taxes and assessments by any taxins authority for the year 1995 and
subsequent years, and subsequent taxes and assessments by any taxing authority for
prior years due to change in land usage or ownership.
6. The following matters and all terms of the documents creating or offering evidence of
the matters (We must insert matters or delete this exception):
a. Any visible and apparent easements over and across said property, the
existence of which does not appear of record.
b. Any part or portion of the herein described property, lying within the
boundaries of a public or private road or right of way.
c. Rights of parties in possession.
d. Any outstanding oil, gas and other mineral interest owned by others of record
in the office of the County Clerk of Denton County, Texas.
Alamo Title Insurance of Texas
Form T-l: Owner Policy-Schedule B Effective January 1, 1993
OWNER POLICY OF TITLEINSURANCE
Issued by
428327
Alamo Title Insurance
of Texas
SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE
CONTAINED IN SCHEDULE B AND THE CONDITIONS AND STIPULATIONS, ALAMO TITLE INSURANCE OF
TEXAS, a Texas 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;
3. Any statutory or constitutional mechanic's, contractor's, or materialman's lien for labor or material having
its inception on or before Date of Policy;
4. Lack of a right of access to and from the land;
5. Lack of good and indefeasible title.
The company also will 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.
ALAMO TITLE INSURANCE OF TEXA~ ~
President
FORM T-l: Owner Policy of Title insurance Effective January 1, 1993
CONDITIONS AND STIPULATIONS - Continued
4, DEFENSE AND PROSECUTION OF ACTIONS: DUTY OF INSURED CLAIMANT TO COOPERATE.
(a) Upon written !equest by the insured anq subject to the options co~ltained in Section S of these Conditions and Stipulations. the Company. at its own cost and without
unreasonable delay, shaft provide for the defense el an insured in litigation in which any third party asseds a claim adverse to the title or interest as insured, but onry as to
those stated causes of action alleging a qefect, lien o~ 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 {he insured to object for reasonable cause) to represent the insureb as to those stated causes el action and shall not be liable for and will not
pay the fees of any ether counsel The Company w~!l not pay any fees. costs or expenses incurred by the insured in the Pefense of those causes of action that allege
matters not insured against by this gelicy
(b) The Company shall have the right, at its own cost, to institute and prosecute any action or proceeding or to do any other act that 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
under the terms of this policy, whether or not it shall be liable hereunder, and shall nol thereby concede liability or waive any provision of this policy. If the Company shall
exercise its rights under this paragraph, 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 juqgment or order.
(d) In all cases where this policy permits or requires the Company ~o 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 ~he action or proceeding, and all appeals therein, and permit the Company Io use, a~ its option, the name of the
insured for this purpose Whenever requested by the Company. the insured, at tbe Company's expense, shall give the Company all reasonable aid (i) in any action or
proceeding, securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or affecting settlement, and (ii) in any other lawful act that in the
opinion of fhe Company may be necessary or desirable to establish the tg[e 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 obligations to the insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or
continue any litigation, wi~h regard to the matter or matters requiring such cooperation
5, PROOF OF LOSS OR DAMAGE.
In addition to and after the notices required under Section 3 of these Conditions and Stipulations have been provided the Company, a proof et loss or damage signed and sworn
to by the insured claimant shall be furnished to the Company within 91 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 ~he title, or other matter insured against by this policy that constitutes ~he basis of loss or damage and
shall state, to the extent possible, the basls 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 daFnage, the Company's obligations to the insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue
any litigation, with regard to the mai~er or matters requiring such proof el loss or damage.
In addition, the insured claimant may reasonably he required to submit to examination under oath by any authorized representative of the Company and shall produce for
examination, inspection and copying, at sdch reasonable times and pieces 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 Policy, which reasonably pertain to the loss or damage. Further, if requested by any
authorized representative of the Company. the insured claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect and
copy all records, hooks, ledgers, checks, correspondence and memoranba in the custody or centre1 of a third party, which reasonably pertain to the loss or damage. All
information designated as confidential by ffle ~nsured claimant provided to the Company pursuant to this Section shall not be disclosed ~o others unless, in the reasonable
judgment of the Company, it is necessary in the administrat,on of the claim Failure of the insured claimant to submit for examination under oath, produce other reasonably
requested information or grant permission to Secure reasonably necessary information from third padies as required in this paragraph shall terminate any liability of the
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 shall have the fallowing additional options:
(a) TO Pay or Tender Payment of the Amount of Insurance.
To pay or tender payment of the amount of insurance under this policy, together with any costs, attorneys' fees and expenses incurred by the insured claimant, which were
authorized by the Company, up to the time el paymen~ or tender of payment and which the Company 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 defend, prosecute, or continue any litigation, and the policy shall be surrendered ~o the Company lot cancellation.
(h) TO Pay or Otherwise Settle With Parties Other than the Insured er With the Insured Claimant.
(i) to pay of otherwise settle with other parties for or in the name of an insured claimant any claim insured against under this policy, together with any costs, artorneys'
fees and expenses incurred by the insured cla~manb which were authorized by the Company up [o the time of payment and which the Company is obligated to pay; or
(ii) to pay or otherwise settle with the insured claimant the loss or damage provided for under this policy, together with any costs, attorneys' fees and expenses incurred
by the insured claimant, 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 el either of the options provided ~or in paragraphs (b)(i) or (ii), the Company's obligations to the insured under this policy Ior the claimed loss
or damage, other than the payments required to be made. shall terminate, including any liability or obligation to defend, prosecute or continue any litigation
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 leact of:
(i) the Amount of Insurance sta~ed in Schedule A;
(ii) the difference between the value of the insured estate er interest as insured and the value of the insured estate or interest subject to the defect, lien or encumbrance
insured against by this policy at the date the insured claimant is required to furnish to Company a proof of loss or damage in accordance with Section 5 of these
Conditions ar,d Stipulations.
(b} In the event th9 Amount of insurance stated in Schedule A al the Data of Policy is less than 80 percent of the value of the insured estate or interest or the lull consideration
paid for the land, whichever is less, or if subsequenl to the Date of Policy an ,mprovement is erected on the land which increases the value of the insured estate or interest
by as least 20 percent over the ~mount of Insurance stated in Schedule A, then this Policy is subject to the following;
(i) where no subsequent improvement has been made, as tu any padial loss, the Company shall only pay the loss pro rata in the prepodion that the amount of insurance
at Date of Policy bears to the total value of the insured estate or interest a~ Bate of Policy; or
(ii) where a subsequent improvement has been made, as ~o any partial loss, the Company shall only pay the loss pro rata ~n the proportion that 120 percent of ~he
Amount Of Insurance stated in Scheaule A be~rs to the sum of the Amount of Insurance stated in Schedule A and the amount expended for the improvemenb
The provisions of this paragraph shall not apply to costs, attorneys fees and expenses lot which the Company is liable under this policy, and shall only apply to that per, ion of any
loss which exceeds, in the aggregate, 10 percent of the Amount of Insurance stated in Schedule A
(c) The Company will pay only thcse costs, attorneys fees and expenses incurred in accordance with Section 4 of ~hese Conditions and Stipulations
8. APPORTIONMENT
If the land described in Schedule A consists of two or more parcels that are not used as a single site. and a loss is established affecting one or more of the parcels but not all, the
loss shall be computed and seffled on a pro rata basis as if the amount of insurance under this policy was divided pro ra~a 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 atiached to this policy.
LIMITATION OF LIABILITY.
la) If the Company establishes the titte, or removes the alleged defect, lien or encumbrance, or cures the lack of a right ct access to er fram the land, all as insured, or takes
action in accordance with Section 3 or Section 6. in a reasonably diligent manner by any method, ~ncluding litigation and the completion of any appeals therefrom, it shall
have fully pedormed its obligalions with respect to that matter and shall not be liable for any loss or damage caused thereby
(b) In the event of any lit,gation, including 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 disposihon 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 phor wriiten consent
of the Company.
10, REDUCTION OF INSURANCE: REDUCTION OR TERMINATION OF LIABILITY,
All payments under 1his policy, except payments made for costs, attorneys' fees and expenses, shall reduce the amount of the insurance pro tanto
(Continued on Reverse Side of Page)
CONDITIONS AND STIPULATIONS - Continued
11, LIABILITY NONCUMULATIVE.
It Is expressly understo~:l that the amount of insurance under this policy shall be reduced by any amount the Company may pay under any policy insuring e mortgage to which
exception is taken In Schedule B or to which the insured has agreed, assumed, or taken subject, or which is hereafter executed by an Insured and which ia 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 poticy for endorsement of the payment unless the policy has been lost or destroyed, in which case proof of loss or
destruction shall be lumished to the satisfaction of the Company,
(b) When liability and the extent of loss or damage has been definitely f~xed in accordance with these Conditions and Stipulations, the loss or damage shall be payable wghln 30
days thereafter,
13. SUBROGATION UPON PAYMENT OR SETTLEMENT.
(a) The Company's Right nf Subrogation,
Whenever the Company shall have settled and paid a claim under this policy, al~ right of subrogation shall vest in the Company unaffected by any act of the insured ctaimant.
The Company shall be subrogated to and be entitled to all rights and remedies that the insured claimant would have had against any person or propeffy in respect to the
ctalm had this policy not been issued. If requested by the Company, the insured claimant shall transfer to the Company all rights and remedies against any person or property
necessary in order to perfect this dght of subrogation. The insured claimant shall permit the Company to sue, compromise or settle In the name of the Insured claimant and to
use the name of the insured claimant in any transaction or litigation involving these hghts or remedies.
If a payment on account of a claim does not fully cover the loss of the insured claimant, the Company shall be subregated [o these rights and remedies in the proporllon
that 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, but the Company, in that event, shall be required to pay only
that part of any losses insured against by this policy that shall exceed the amount, II any, lost to the Company by reason of the impahment by the insured claimant of the
Company's right of subrogation.
(b) The Compeny'e Rights Against Non-Insured Obligors.
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, notwithstanding any terms or conditions contained in those instruments that provide for subrogation rights by reason of this pcticy.
14, ARBITRATION.
Unless prohibited by applicable law or unless this arbitration section is deleted by specific provision in Schedule B of this policy, e[Iher the company or the insured may demand
arbitration pumuant to the Title Insurance Arbitration Rules of the American Arbitration Association. Arbitrable matters may include, but are nat limited to, any controversy or claim
between the Company and the Insured arising out of or relating to this policy, any service of the Company tn connection with its Issuance or the breach of a policy provision or other
obligation. All arbitrable matters when the Amount of Insurance is $1,000,000 or less SHALL BE arbitrated at the request of either the Company or the Insured, unless the Insured
is an Individual person (as distinguished from a corporation, trust, partnership, association or ether legal entity), All a~ffrable matiers when the Amount of Insurance is in excess of
$I ,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules 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 parbes. 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 thgether with all endorsements, il any, affached hereto by the Company is the enthe policy and contract between the insured and the Compeny. 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 arise out el the status of the tffle to the estate or interest covered hereby or by any action
asseding 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, and Assistant Secretary, or validating officer or authorized signatory of the Company.
18, 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 ol this policy and shall be addressed to
the Company at 613 N.W Loop 410, Suite 100, San Antonio, Texas 78216.
COMPLAINT NOTICE.
Should any dispute arise about your premium or about a claim that you have filed, contact the agent or write to the Company that Issued the policy, If the probtom te
not resolved, you also may write the Texas Department of insurance, P.O. Box 149091, Austin, TX 78714-9091, Fax No. (512) 418-1771. This notice of complaint pn~ure Is
for Information only and does not become e part or condition of thio policy,