21-103294-UPV-Title Report-08-06-2021-V1
Form No. 14 Guarantee No.: NCS-1051983-OR1
Subdivision Guarantee
First American Title Insurance Company
Issued by
First American Title Insurance Company
200 SW Market Street, Suite 250, Portland, OR 97201
Title Officer: Scott Storm
Phone: (503)795-7600
FAX: (866)678-0591
GUARANTEE
Form No. 14 Guarantee No.: NCS-1051983-OR1
Subdivision Guarantee (4-10-75) Page No.: 2
First American Title Insurance Company
First American Title Insurance Company
National Commercial Services
200 SW Market Street, Suite 250, Portland, OR 97201
(503)795-7600 - FAX (866)678-0591
Multnomah COUNTY TITLE UNIT
FAX (866)678-0591
Title Officer: Scott Storm
(503)795-7600
SUBDIVISION GUARANTEE
LIABILITY $ 2,000.00 ORDER NO.: NCS-1051983-OR1
FEE $ 750.00 TAX $ To Be
Determined
YOUR REF.: WinCo Foods, LLC, Paul Yang
Property LLC and Winco
Holdings, Inc.
First American Title Insurance Company
a Corporation, herein called the Company
Subject to the Liability Exclusions and Limitations set forth below and in Schedule A.
GUARANTEES
Winco Foods LLC
herein called the Assured, against loss not exceeding the liability amount stated above which the Assured
shall sustain by reason of any incorrectness in the assurances set forth in Schedule A.
LIABILITY EXCLUSIONS AND LIMITATIONS
1. No guarantee is given nor liability assumed with respect to the validity, legal effect or priority of
any matter shown therein.
2. The Company's liability hereunder shall be limited to the amount of actual loss sustained by the
Assured because of reliance upon the assurance herein set forth, but in no event shall the
Company's liability exceed the liability amount set forth above.
3. This Guarantee is restricted to the use of the Assured for the purpose of providing title evidence
as may be required when subdividing land pursuant to the provisions of Chapter 58.17, R.C.W.,
and the local regulations and ordinances adopted pursuant to said statute. It is not to be used
as a basis for closing any transaction affecting title to said property.
Form No. 14 Guarantee No.: NCS-1051983-OR1
Subdivision Guarantee (4-10-75) Page No.: 2
First American Title Insurance Company
Dated: April 13, 2021 at 7:30 A.M.
Form No. 14 Guarantee No.: NCS-1051983-OR1
Subdivision Guarantee (4-10-75) Page No.: 2
First American Title Insurance Company
SCHEDULE A
The assurances referred to on the face page are:
A. Title is vested in:
WinCo Foods, LLC, a Delaware limited liability company, as to Parcel A;
Paul Yang Property LLC, a Washington limited liability company, as to Parcel B; and
Winco Holdings, Inc., an Idaho corporation, as to Parcel C
B. That according to the Company's title plant records relative to the following described real
property (including those records maintained and indexed by name), there are no other
documents affecting title to said real property or any portion thereof, other than those shown
below under Record Matters.
The following matters are excluded from the coverage of this Guarantee:
1. Unpatented Mining Claims, reservations or exceptions in patents or in acts authorizing the
issuance thereof.
2. Water rights, claims or title to water.
3. Tax Deeds to the State of Washington.
4. Documents pertaining to mineral estates.
DESCRIPTION:
PARCEL A:
LOT A OF CITY OF FEDERAL WAY BOUNDARY LINE ADJUSTMENT NO. 13-104768-00-SU, RECORDED
DECEMBER 24, 2013 UNDER RECORDING NO. 20131224900009, IN KING COUNTY, WASHINGTON.
PARCEL B:
LOT B OF THAT CERTAIN BOUNDARY LINE ADJUSTMENT NO. 13-104768-00-SU RECORDED ON
DECEMBER 24, 2013 IN VOLUME 305, PAGE 78, AS INSTRUMENT NO. 20131224900009 IN THE
OFFICIAL RECORDS OF KING COUNTY, WASHINGTON.
PARCEL B1:
NON-EXCLUSIVE EASEMENTS CONTAINED IN DECLARATION OF EASEMENTS AND CONDITIONS,
RECORDED APRIL 24, 2000 UNDER RECORDING NO. 20000424000088 AND AMENDED BY FIRST
AMENDMENT TO DECLARATION OF EASEMENTS AND CONDITIONS RECORDED NOVEMBER 29, 2000
UNDER RECORDING NO. 20001129000245 WHICH WAS RE-RECORDED JANUARY 10, 2017 UNDER
RECORDING NO. 20170110000377 AND AS FURTHER AMENDED BY SECOND AMENDMENT TO
DECLARATION OF EASEMENTS AND CONDITIONS RECORDED FEBRUARY 22, 2017 UNDER
RECORDING NO. 20170222000604.
PARCEL C:
LOT D OF THAT CERTAIN BOUNDARY LINE ADJUSTMENT NO. 13-104768-00-SU RECORDED ON
Form No. 14 Guarantee No.: NCS-1051983-OR1
Subdivision Guarantee (4-10-75) Page No.: 2
First American Title Insurance Company
DECEMBER 24, 2013 IN VOLUME 305, PAGE 78, AS INSTRUMENT NO. 20131224900009 IN THE
OFFICIAL RECORDS OF KING COUNTY, WASHINGTON.
APN: 415920-0710-08
APN: 415920-0715-03
APN: 415920-0725-01
Form No. 14 Guarantee No.: NCS-1051983-OR1
Subdivision Guarantee (4-10-75) Page No.: 2
First American Title Insurance Company
RECORD MATTERS:
1. General Taxes for the year 2021.
Tax Account No.: 415920-0710-08
Amount Billed: $ 153,615.48
Amount Paid: $ 76,807.74
Amount Due: $ 76,807.74
Assessed Land Value: $ 6,614,000.00
Assessed Improvement Value: $ 5,092,300.00
(Affects Parcel A)
2. Potential charges, for the King County Sewage Treatment Capacity Charge, as authorized under RCW
35.58 and King County Code 28.84.050. Said charges could apply for any property that connected to
the King County Sewer Service area on or after February 1, 1990.
Note: Properties located in Snohomish County and Pierce County may be subject to the King County
Sewage Treatment Capacity Charges. To verify charges contact: (206) 296-1450 or
CapChargeEscrow@kingcounty.gov.
3. Facility Charges, if any, including but not limited to hook-up, or connection charges and latecomer
charges for water or sewer facilities of Federal Way Water and Sewer as disclosed by instrument
recorded May 12, 1989 as recording no. 8905120210.
(Affects All Parcels)
4. Easement, including terms and provisions contained therein:
Recording Date: September 8, 1941
Recording Information: 3189003
In Favor of: United States of America
For: right of way
Affects: (Parcels A and C) as described therein.
5. Right to make necessary slopes for cuts or fills upon said premises for 1st Avenue Southwest as
granted by deed recorded February 27, 1974 under recording no. 7402270419.
Said Deed is a correction of Recording No. 7306070524, recorded June 07, 1973.
(Affects Parcels A and C)
6. Easement, including terms and provisions contained therein:
Recording Date: September 20, 1974
Recording Information: 7409200432
In Favor of: Pacific Northwest Bell Telephone Company, a Washington
corporation, its successors and assigns
For: right to place, construct, operate and maintain, inspect,
reconstruct, repair, replace and keep clear communication lines
with wires, cables, fixtures and appurtenances attached thereto
Affects: (Parcel A) as described therein.
Form No. 14 Guarantee No.: NCS-1051983-OR1
Subdivision Guarantee (4-10-75) Page No.: 2
First American Title Insurance Company
7. Easement, including terms and provisions contained therein:
Recording Date: January 03, 1985
Recording Information: 8501030343
In Favor of: King County Water District No. 124
For: water pipeline
Affects: (Parcel A) as described therein.
8. Right to make necessary slopes for cuts or fills upon said premises for Southwest Campus Drive as
granted by deed recorded January 17, 1985 under recording no. 8501170665.
(Affects Parcel A)
9. The terms, provisions and easement(s) contained in the document entitled "Temporary Construction
Easement" recorded January 17, 1985 as Recording No. 8501170667 of Official Records.
(Affects Parcel A)
10. Easement, including terms and provisions contained therein:
Recording Date: April 02, 1986
Recording Information: 8604020489
In Favor of: Puget Sound Power and Light Company
For: underground electric distribution system
Affects: (All Parcels) as described therein.
Document(s) declaring modifications thereof recorded October 12, 2000 as Recording No.
20001012001359 of Official Records.
11. The terms and provisions contained in the document entitled "Agreement" recorded February 24,
1988 as Recording No. 8802240594 of Official Records.
(Affects Parcel A)
12. The terms and provisions contained in the document entitled "Agreement for Drainage Facilities"
recorded September 28, 1993 as Recording No. 9309280581 of Official Records.
Said document does not contain a legal description.
13. Terms, covenants, conditions and/or provisions contained in a drainage and detention/retention pond
easement serving said premises, as contained in document:
Recorded: October 6, 1988
Recording No.: 8810061437
Document(s) declaring modifications thereof recorded November 13, 2000 as Recording No.
20001113000110 of Official Records.
(Affects Parcel A)
Form No. 14 Guarantee No.: NCS-1051983-OR1
Subdivision Guarantee (4-10-75) Page No.: 2
First American Title Insurance Company
14. A document entitled "Water and Sewer Main Construction Agreement", executed by and between
Federal Way Water and Sewer District and Quadrant Corporation recorded July 7, 1989, as
Instrument No. 8907070527 of Official Records.
Supplemental Agreement recorded December 18, 1989 under Recording No. 8912180338.
(Affects Parcels A and C)
15. A document entitled "Concomitant Zoning Agreement", executed by and between Quadrant
Corporation and City of Federal Way recorded March 26, 1991, as Instrument No. 9103260634 of
Official Records.
(Affects All Parcels)
16. Terms, covenants, conditions and/or provisions contained in a drainage facilities for storm water
discharge easement serving said premises, as contained in document:
Recorded: August 18, 1992
Recording No.: 9208180718
Document(s) declaring modifications thereof recorded November 13, 2000 as Recording No.
20001113000110 of Official Records.
(Affects Parcel A)
17. Easement, including terms and provisions contained therein:
Recording Date: October 22, 1993
Recording Information: 9310220422
In Favor of: City of Federal Way
For: drainage facilities
Affects: (Parcel A) as described therein.
18. Easement, including terms and provisions contained therein:
Recording Date: February 13, 1996
Recording Information: 9602130591
In Favor of: Federal Way National Little League
For: ingress and egress
Affects: (Parcel A) as described therein.
Document(s) declaring modifications thereof recorded July 15, 1999 and November 13, 2000 as
Recording Nos. 19990715001476 and 20001113000110 of Official Records.
19. Covenants, conditions, restrictions and/or easements:
Recorded: February 13, 1996
Recording No.: 9602130591
Document(s) declaring modifications thereof recorded July 15, 1999 and November 13, 2000 as
Recording Nos. 19990715001476 and 20001113000110 of Official Records.
Form No. 14 Guarantee No.: NCS-1051983-OR1
Subdivision Guarantee (4-10-75) Page No.: 2
First American Title Insurance Company
(Affects Parcel A)
20. Terms, covenants, conditions and/or provisions contained in a storm detention facilities easement
serving said premises, as contained in document:
Recorded: February 13, 1996
Recording No.: 9602130591
Document(s) declaring modifications thereof recorded July 15, 1999 and November 13, 2000 as
Recording Nos. 19990715001476 and 20001113000110 of Official Records.
(Affects Parcel A)
21. The terms and provisions contained in the document entitled "License" recorded April 9, 1999
as Recording No. 9904091415 of Official Records.
(Affects All Parcels)
22. Covenants, conditions, restrictions and/or easements:
Recorded: June 9, 1999
Recording No.: 9906090758
(Affects All Parcels)
23. The terms and provisions contained in the document entitled "License" recorded August 11, 1999
as Recording No. 19990811001952 of Official Records.
(Affects All Parcels)
24. A document entitled "Developer Extension Agreement", executed by and between Lakehaven Utility
District and Waremart, Inc. recorded December 22, 1999, as Instrument No. 1999122201602 of
Official Records.
Document(s) declaring modifications thereof recorded May 23, 2000 and April 11, 2001 as Recording
Nos. 20000523001110 and 20010411001544 of Official Records.
(Affects All Parcels)
25. Covenants, conditions, restrictions and/or easements:
Recorded: April 24, 2000
Recording No.: 20000424000088
Document(s) declaring modifications thereof recorded November 29, 2000 as Recording No.
20001129000245 (document contains a scrivener's error purporting to amended document recorded
May 10, 2000 under recording no. 20000510000678) of Official Records.
The above document was re-recorded January 10, 2017 in/as Recording No. 20170110000377 of
Official Records.
Form No. 14 Guarantee No.: NCS-1051983-OR1
Subdivision Guarantee (4-10-75) Page No.: 2
First American Title Insurance Company
The effect of a document entitled "Release of Declaration of Easements and Conditions", recorded
February 19, 2009 as Recording No. 20090219001768 of Official Records.
Document(s) declaring modifications thereof recorded February 22, 2017 as Recording No.
20170222000604 of Official Records.
(Affects All Parcels)
26. Easement, including terms and provisions contained therein:
Recording Date: April 10, 2000
Recording Information: 20000410000311
In Favor of: Puget Sound Energy, Inc.
For: transmission, distribution and sale of gas and electricity
Affects: (Parcels A and B) as described therein.
27. Easement, including terms and provisions contained therein:
Recording Date: September 20, 2000
Recording Information: 20000920001481
In Favor of: Lakehaven Utility District
For: sewer facilities
Affects: (Parcels A and B) as described therein.
28. Easement, including terms and provisions contained therein:
Recording Date: September 20, 2000
Recording Information: 20000920001482
In Favor of: Lakehaven Utility District
For: water facilities
Affects: (Parcels A and B) as described therein.
29. Easement, including terms and provisions contained therein:
Recording Date: October 12, 2000
Recording Information: 20001012001095
In Favor of: Qwest Corporation
For: telecommunications facilities, electrical facilities and gas
facilities
Affects: (Parcels A and B) as described therein.
30. Easement, including terms and provisions contained therein:
Recording Date: November 09, 2000
Recording Information: 20001109000600
In Favor of: City of Federal Way
For: surface water drainage facilities
Affects: (All Parcels) as described therein.
31. The terms and provisions contained in the document entitled "Covenant an Agreement to Maintain
Traffic Signal Facilities" recorded November 09, 2000 as Recording No. 20001109000601 of Official
Records.
(Affects All Parcels)
Form No. 14 Guarantee No.: NCS-1051983-OR1
Subdivision Guarantee (4-10-75) Page No.: 2
First American Title Insurance Company
32. Terms, covenants, conditions, restrictions and easements as contained in recorded Lot Line
Adjustment (Boundary Line Revision) BSP 97-0001 :
Recorded: November 20, 2000
Recording Information: 20001120900005
(Affects All Parcels)
33. Covenants, conditions, restrictions and/or easements:
Recorded: November 29, 2000
Recording No.: 20001129000246
(Affects All Parcels)
34. A document entitled "Agreement for Water Service", executed by and between Winco Foods, Inc. and
Lakehaven Utility District recorded December 27, 2000, as Instrument No. 20001227002809 of
Official Records.
Document(s) declaring modifications thereof recorded May 4, 2001 as Recording No.
20010504000615 of Official Records.
(Affects All Parcels)
35. The terms, provisions and easement(s) contained in the document entitled "Right of Entry" recorded
February 19, 2009 as Recording No. 20090219001770 of Official Records.
(Affects Parcels A and B)
36. The terms, provisions and easement(s) contained in the document entitled "Right of Entry" recorded
February 19, 2009 as Recording No. 20090219001771 of Official Records.
(Affects Parcel C)
37. Terms, covenants, conditions, restrictions and easements as contained in recorded Lot Line
Adjustment (Boundary Line Revision) 13-104768 :
Recorded: December 24, 2013
Recording Information: 20131224900009
(Affects All Parcels)
38. The terms and provisions contained in the document entitled "License" recorded May 15, 2018
as Recording No. 20180515000669 of Official Records.
(Affects Parcel B)
39. The Terms, Provisions and Easement(s) contained in the document entitled "Declaration Of Covenant
Prohibiting Use Of Leachable Metals And Access Easement" recorded May 15, 2018 as Recording No.
20180515000670 of Official Records.
(Affects Parcel B)
Form No. 14 Guarantee No.: NCS-1051983-OR1
Subdivision Guarantee (4-10-75) Page No.: 2
First American Title Insurance Company
40. The Terms, Provisions and Easement(s) contained in the document entitled "Declaration Of
Covenant" recorded May 15, 2018 as Recording No. 20180515000671 of Official Records.
(Affects Parcel B)
41. Deed of Trust and the terms and conditions thereof.
Grantor/Trustor: Paul Yang Property LLC, a Washington limited liability company
Grantee/Beneficiary: U.S. Bank National Association
Trustee: U.S. Bank Trust Company, National Association
Amount: $500,000.00
Recorded: July 26, 2019
Recording Information: 20190726000712
The above deed of trust states that it secures a line of credit. Before the close of escrow, we require
evidence satisfactory to us that (a) all checks, credit cards or other means of drawing upon the line
of credit have been surrendered to escrow, (b) the borrower has not drawn upon the line of credit
since the last transaction reflected in the lender's payoff demand, and (c) the borrower has in writing
instructed the beneficiary to terminate the line of credit using such forms and following such
procedures as may be required by the beneficiary.
(Affects Parcel B)
42. Any claim that the Title is subject to a trust or lien created under The Perishable Agricultural
Commodities Act, 1930 (7 U.S.C. §§499a, et seq.) or the Packers and Stockyards Act (7 U.S.C. §§181
et seq.) or under similar state laws.
Consideration for the deletion of this exception is highly fact intensive. Please contact the underwriter
assigned to your file as soon as possible to discuss.
(Affects Parcel A)
43. Matters that may be disclosed upon recordation of final subdivision.
Form No. 14 Guarantee No.: NCS-1051983-OR1
Subdivision Guarantee (4-10-75) Page No.: 2
First American Title Insurance Company
INFORMATIONAL NOTES
NOTE: We don't find any voluntary liens of record affecting subject property. Inquire as to the
existence of any unrecorded lien or other indebtedness which could give rise to any security interest
in the subject property.
(Affects Parcels A and C)
A. General taxes for the year 2021 which have been paid.
Tax Account No. 415920-0715-03
Amount: $28,470.15
Assessed Land Value: $1,007,900.00
Assessed Improvement Value: $1,379,900.00
(Affects Parcel B)
B. General taxes for the year 2021 which have been paid.
Tax Account No. 415920-0725-01
Amount: $12,231.16
Assessed Land Value: $909,100.00
Assessed Improvement Value: $0.00
(Affects Parcel C)
C. Any sketch attached hereto is done so as a courtesy only and is not part of any title commitment or
policy. It is furnished solely for the purpose of assisting in locating the premises and First American
expressly disclaims any liability which may result from reliance made upon it.
First American Title Insurance Company
SCHEDULE OF EXCLUSIONS FROM COVERAGE OF THIS GUARANTEE
1. Except to the extent that specific assurance are provided in this Guarantee, the Company assumes no liability for loss or dam age by reason of the following:
(a) Defects, liens, encumbrances, adverse claims or other matters against the title, whether or not shown by the public records.
(b) (1) Taxes or assessments of any taxing authority that levies taxes or assessments on real property; or, (2) Proceedings by a public agency which may result in taxes
or assessments, or notices of such proceedings, whether or not the matters excluded under (1) or (2) are shown by the records of the taxing authority or by the public
records.
(c) (1) Unpatented mining claims; (2) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (3) water rights, claims or title to water, whether
or not the matters excluded under (1), (2) or (3) are shown by the public records.
2. Notwithstanding any specific assurances which are provided in this Guarantee, the Company assumes no liability for loss or damage by reason of the following:
(a) Defects, liens, encumbrances, adverse claims or other matters affecting the title to any property beyond the lines of the lan d expressly described in this Guarantee, or
title to streets, roads, avenues, lanes, ways or waterways to which such land abuts, or the right to maintain therein vaults, tunnels, ramps, or any str ucture or improvements;
or any rights or easements therein, unless such property, rights or easements are expressly and specifically set forth in said description.
(b) Defects, liens, encumbrances, adverse claims or other matters, whether or not shown by the public records; (1) which are created, suffered, assumed or agreed to by
one or more of the Assureds; (2) which result in no loss to the Assured; or (3) which do not result in the invalidity or potential invalidity of any judicial or non -judicial
proceeding which is within the scope and purpose of the assurances provided.
(c) The identity of any party shown or referred to in this Guarantee.
(d) The validity, legal effect or priority of any matter shown or referred to in this Guarantee.
GUARANTEE CONDITIONS AND STIPULATIONS
1. Definition of Terms.
The following terms when used in the Guarantee mean:
(a) the "Assured": the party or parties named as the Assured in this Guarantee, or
on a supplemental writing executed by the Company.
(b) "land": the land described or referred to in this Guarantee, 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 this
Guarantee, nor any right, title, interest, estate or easement in abutting streets, roads,
avenues, alleys, lanes, ways or waterways.
(c) "mortgage": mortgage, deed of trust, trust deed, or other security instrument.
(d) "public records" : records established under state statutes at Date of
Guarantee for the purpose of imparting constructive notice of matters relating to real
property to purchasers for value and without knowledge.
(e) "date": the effective date.
2. Notice of Claim to be Given by Assured Claimant.
An Assured shall notify the Company promptly in writing in case knowledge shall
come to an Assured hereunder of any claim of title or interest which is adverse to the
title to the estate or interest, as stated herein, and which might cause loss or damage
for which the Company may be liable by virtue of this Guarantee. If prompt notice
shall not be given to the Company, then all liability of the Company shall terminate
with regard to the matter or matters for which prompt notice is required; provided,
however, that failure to notify the Company shall in no case prejudice the rights of
any Assured under this Guarantee unless the Company shall be prejudiced by the
failure and then only to the extent of the prejudice.
3. No Duty to Defend or Prosecute.
The Company shall have no duty to defend or prosecute any action or proceeding to
which the Assured is a party, notwithstanding the nature of any allegation in such
action or proceeding.
4. Company's Option to Defend or Prosecute Actions; Duty of Assured
Claimant to Cooperate.
Even though the Company has no duty to defend or prosecute as set forth in
Paragraph 3 above:
(a) The Company shall have the right, at its sole option and cost, to institute and
prosecute any action or proceeding, interpose a defense, as limited in (b), or to do
any other act which in its opinion may be necessary or desirable to establish the title
to the estate or interest as stated herein, or to establish the lien rights of the
Assured, or to prevent or reduce loss or damage to the Assured. The Company may
take any appropriate action under the terms of this Guarantee, whether or not it shall
be liable hereunder, and shall not thereby concede liability or waive any provision of
this Guarantee. If the Company shall exercise its rights under this paragraph, it shall
do so diligently.
(b) If the Company elects to exercise its options as stated in Paragraph 4(a) the
Company shall have the right to select counsel of its choice (subject to the right of
such Assured to object for reasonable cause) to represent the Assured and shall not
be liable for and will not pay the fees of any other counsel, nor will the Company pay
any fees, costs or expenses incurred by an Assured in the defense of those causes of
action which allege matters not covered by this Guarantee.
(c) Whenever the Company shall have brought an action or interposed a defense
as permitted by the provisions of this Guarantee, the Company may pursue any
litigation to final determination by a court of competent jurisdiction and expressly
reserves the right, in its sole discretion, to appeal from an adverse judgment or order.
(d) In all cases where this Guarantee permits the Company to prosecute or
provide for the defense of any action or proceeding, an Assured shall secure to the
Company the right to so prosecute or provide for the defense of any action or
proceeding, and all appeals therein, and permit the Company to use, at its option, the
name of such Assured for this purpose. Whenever requested by the Company, an
Assured, at the Company's expense, shall give the Company all reasonable aid in any
action or proceeding, securing evidence, obtaining witnesses, prosecuting or
defending the action or lawful act which in the opinion of the Company may be
necessary or desirable to establish the title to the estate or interest as stated herein,
or to establish the lien rights of the Assured. If the Company is prejudiced by the
failure of the Assured to furnish the required cooperation, the Company's obligations
to the Assured under the Guarantee shall terminate.
5. Proof of Loss or Damage.
In addition to and after the notices required under Section 2 of these Conditions and
Stipulations have been provided to the Company, a proof of loss or damage signed
and sworn to by the Assured shall be furnished to the Company within ninety (90)
days after the Assured shall ascertain the facts giving rise to the loss or damage. The
proof of loss or damage shall describe the matters covered by this Guarantee which
constitute the basis of loss or damage and shall state, to the extent possible, the
basis of calculating the amount of the loss or damage. If the Company is prejudiced
by the failure of the Assured to provide the required proof of loss or damage, the
Company's obligation to such Assured under the Guarantee shall terminate. In
addition, the Assured may reasonably be required to submit to examination under
oath by any authorized representative of the Company and shall produce for
examination, inspection and copying, at such reasonable times and places as may be
designated by any authorized representative of the Company, all records, books,
ledgers, checks, correspondence and memoranda, whether bearing a date before or
after Date of Guarantee, which reasonably pertain to the loss or damage. Further, if
requested by any authorized representative of the Company, the Assured shall grant
its permission, in writing, for any authorized representative of the Company to
examine, inspect and copy all records, books, ledgers, checks, correspondence and
memoranda in the custody or control of a third party, which reasonably pertain to the
Loss or Damage. All information designated as confidential by the Assured provided
to the Company, pursuant to this Section shall not be disclosed to others unless, in
the reasonable judgment of the Company, it is necessary in the administration of the
claim. Failure of the Assured to submit for examination under oath, produce other
reasonably requested information or grant permission to secure reasonably necessary
information from third parties as required in the above paragraph, unless prohibited
by law or governmental regulation, shall terminate any liability of the Company under
this Guarantee to the Assured for that claim.
Form No. 1282 (Rev. 12/15/95)
First American Title Insurance Company
6. Options to Pay or Otherwise Settle Claims: Termination of Liability.
In case of a claim under this Guarantee, the Company shall have the following
additional options:
(a) To Pay or Tender Payment of the Amount of Liability or to Purchase the
Indebtedness.
The Company shall have the option to pay or settle or compromise for or in the name
of the Assured any claim which could result in loss to the Assured within the coverage
of this Guarantee, or to pay the full amount of this Guarantee or, if this Guarantee is
issued for the benefit of a holder of a mortgage or a lienholder, the Company shall
have the option to purchase the indebtedness secured by said mortgage or said lien
for the amount owing thereon, together with any costs, reasonable attorneys' fees and
expenses incurred by the Assured claimant which were authorized by the Company up
to the time of purchase.
Such purchase, payment or tender of payment of the full amount of the Guarantee
shall terminate all liability of the Company hereunder. In the event after notice of
claim has been given to the Company by the Assured the Company offers to purchase
said indebtedness, the owner of such indebtedness shall transfer and assign said
indebtedness, together with any collateral security, to the Company upon payment of
the purchase price.
Upon the exercise by the Company of the option provided for in Paragraph (a) the
Company's obligation to the Assured under this Guarantee for the claimed loss or
damage, other than to make the payment required in that paragraph, shall terminate,
including any obligation to continue the defense or prosecution of any litigation for
which the Company has exercised its options under Paragraph 4, and the Guarantee
shall be surrendered to the Company for cancellation.
(b) To Pay or Otherwise Settle With Parties Other Than the Assured or With the
Assured Claimant.
To pay or otherwise settle with other parties for or in the name of an Assured claimant
any claim Assured against under this Guarantee, together with any costs, attorneys'
fees and expenses incurred by the Assured claimant which were authorized by the
Company up to the time of payment and which the Company is obligated to pay.
Upon the exercise by the Company of the option provided for in Paragraph (b) the
Company's obligation to the Assured under this Guarantee for the claimed loss or
damage, other than to make the payment required in that paragraph, shall terminate,
including any obligation to continue the defense or prosecution of any litigation for
which the Company has exercised its options under Paragraph 4.
7. Determination and Extent of Liability.
This Guarantee is a contract of Indemnity against actual monetary loss or damage
sustained or incurred by the Assured claimant who has suffered loss or damage by
reason of reliance upon the assurances set forth in this Guarantee and only to the
extent herein described, and subject to the Exclusions From Coverage of This
Guarantee.
The Liability of the Company under this Guarantee to the Assured shall not exceed the
least of:
(a) the amount of liability stated in this Guarantee;
(b) the amount of the unpaid principal indebtedness secured by the mortgage of an
Assured mortgagee, as limited or provided under Section 6 of these Conditions and
Stipulations or as reduced under Section 9 of these Conditions and Stipulations, at the
time the loss or damage Assured against by this Guarantee occurs, together with
interest thereon; or
(c) the difference between the value of the estate or interest covered hereby as
stated herein and the value of the estate or interest subject to any defect, lien or
encumbrance Assured against by this Guarantee.
8. Limitation of Liability.
(a) If the Company establishes the title, or removes the alleged defect, lien or
encumbrance, or cures any other matter Assured against by this Guarantee in a
reasonably diligent manner by any method, including litigation and the completion of
any appeals therefrom, it shall have fully performed its obligations with respect to that
matter and shall not be liable for any loss or damage caused thereby.
(b) In the event of any litigation by the Company or with the Company's consent,
the Company shall have no liability for loss or damage until there has been a final
determination by a court of competent jurisdiction, and disposition of all appeals
therefrom, adverse to the title, as stated herein.
(c) The Company shall not be liable for loss or damage to any Assured for liability
voluntarily assumed by the Assured in settling any claim or suit without the
prior written consent of the Company.
9. Reduction of Liability or Termination of Liability.
All payments under this Guarantee, except payments made for costs, attorneys' fees
and expenses pursuant to Paragraph 4 shall reduce the amount of liability pro tanto.
10. Payment of Loss.
(a) No payment shall be made without producing this Guarantee for endorsement
of the payment unless the Guarantee has been lost or destroyed, in which case proof
of loss or destruction shall be furnished to the satisfaction of the Company.
(b) When liability and the extent of loss or damage has been definitely fixed in
accordance with these Conditions and Stipulations, the loss or damage shall be
payable within thirty (30) days thereafter.
11. Subrogation Upon Payment or Settlement.
Whenever the Company shall have settled and paid a claim under this Guarantee, all
right of subrogation shall vest in the Company unaffected by any act of the Assured
claimant.
The Company shall be subrogated to and be entitled to all rights and remedies which
the Assured would have had against any person or property in respect to the claim had
this Guarantee not been issued. If requested by the Company, the Assured shall
transfer to the Company all rights and remedies against any person or property
necessary in order to perfect this right of subrogation. The Assured shall permit the
Company to sue, compromise or settle in the name of the Assured and to use the
name of the Assured in any transaction or litigation involving these rights or remedies.
If a payment on account of a claim does not fully cover the loss of the Assured the
Company shall be subrogated to all rights and remedies of the Assured after the
Assured shall have recovered its principal, interest, and costs of collection.
12. Arbitration.
Unless prohibited by applicable law, either the Company or the Assured may demand
arbitration pursuant to the Title Insurance Arbitration Rules of the American Arbitration
Association. Arbitrable matters may include, but are not limited to, any controversy or
claim between the Company and the Assured arising out of or relating to this
Guarantee, any service of the Company in connection with its issuance or the breach
of a Guarantee provision or other obligation. All arbitrable matters when the Amount
of Liability is $1,000,000 or less shall be arbitrated at the option of either the Company
or the Assured. All arbitrable matters when the amount of liability is in excess of
$1,000,000 shall be arbitrated only when agreed to by both the Company and the
Assured. The Rules in effect at Date of Guarantee shall be binding upon the
parties. The award may include attorneys' fees only if the laws of the state in which
the land is located permits a court to award attorneys' fees to a prevailing
party. Judgment upon the award rendered by the Arbitrator(s) may be entered in any
court having jurisdiction thereof.
The law of the situs of the land shall apply to an arbitration under the Title Insurance
Arbitration Rules.
A copy of the Rules may be obtained from the Company upon request.
13. Liability Limited to This Guarantee; Guarantee Entire Contract.
(a) This Guarantee together with all endorsements, if any, attached hereto by the
Company is the entire Guarantee and contract between the Assured and the
Company. In interpreting any provision of this Guarantee, this Guarantee shall be
construed as a whole.
(b) Any claim of loss or damage, whether or not based on negligence, or any action
asserting such claim, shall be restricted to this Guarantee.
(c) No amendment of or endorsement to this Guarantee can be made except by a
writing endorsed hereon or attached hereto signed by either the President, a Vice
President, the Secretary, an Assistant Secretary, or validating officer or authorized
signatory of the Company.
14. Notices, Where Sent.
All notices required to be given the Company and any statement in writing required to
be furnished the Company shall include the number of this Guarantee and shall be
addressed to the Company at 2 First American Way. Bldg. 2, Santa Ana, CA. 92707.
Form No. 1282 (Rev. 12/15/95)