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HomeMy WebLinkAbout19- Certificate of City Attorney - Gallatin TR, LP - Final Plat of Amended Plat Lot 11, Phase 1 of Gallatin Center Subdivision PUD Phase 4 I 1- �423B i Timothy A. Cooper P.O. Box 1230 Bozeman, MT 59771-1230 2666800 Eric ed9- l092 1M49 AM Fee $5 00UmraGaianCounty, T 1111111111111 Jill Jill 1111111111111111111111111111111111111111ININ PLATCTF CERTIFICATE OF CITY ATTORNEY The undersigned Assistant City Attorney, in and for the City of Bozeman, County of Gallatin, State of Montana, hereby certifies that the real property described in the proposed Final Plat of the Amended Plat of Lot 11,Phase 1 of the Gallatin Center Subdivision P.U.D. Phase 4, more particularly described in the attached Preliminary Subdivision Certificate, incorporated herein by reference, is owned by: Gallatin TR,LP, a Texas Limited Partnership This certificate is based upon the attached Preliminary Subdivision Certificate issued by American Land Title Company of Gallatin County, Montana as of the 3`d day of June, 2019, at 8:00 o'clock A.M., and is so certified subject to the restrictions contained therein. CITY ATTORNEY By: 6 G Timothy A. Cooper, Assistant City Attorney SUBSCRIBED._ RN TO befor me this day of , 2019. HEATHEi NVENUE Public �. ll Notary _w o�,��a•.��,the State of Montana Residing at: •SEAL. e Bozeman, Mo,;tana Mycommission Expires: Notary Public for the State of Montana � F nno- January 26,2022 ORIGINAL Certificate of Title CHICAGO TITLE INSURANCE C'ON,H)ANY Policy No.: 7170-1-1-106968-2017.72156-212117511 CHICAGO TITLE INSURANCE COMPANY GUARANTEE CHICAGO TITLE INSURANCE COMPANY, a Florida Corporation, herein called the Company, guarantees the Assured against actual loss not exceeding the liability amount stated in Schedule A which the Assured shall sustain by reason of any incorrectness in the assurances set forth in Schedule A. 1. No guarantee is given nor liability assumed with respect to the identity of any party named or referred to in Schedule A or 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 in Schedule A. PLEASE NOTE CAREFULLY THE LIABILITY EXCLUSIONS AND LIMITATIONS AND THE SPECIFIC ASSURANCES AFFORDED BY THIS GUARANTEE. IF YOU WISH ADDITIONAL LIABILITY, OR ASSURANCES OTHER THAN AS CONTAINED HEREIN, PLEASE CONTACT THE COMPANY FOR FURTHER INFORMATION AS TO THE AVAILABILITY AND COST. CHICAGO TITLE INSURANCE COMPANY Countersigned: By. J. By: 1NSURq ��-� Auth-rized Of ice" r gent .•• Wendy Schlosser ,'�o}rGoae°RgrF o j American Land Title Company of Montana �, j ; •; lam: President 1800 W Koch St + SEA Bozeman, MT 59715 *.... •# / Tel:406-587-5563 Fax:406-587-8038 Attest: Secretary Note: This endorsement shall not be valid or binding until countersigned by an authorized signatory. 72156 72156 Miscellaneous Guarantee Face Page for MT&WA 2000_156 Page 1 of 1 t SCHEDULE A Policy Number: 7170-1-1-106968-2017.72156-212117511 Order No. 1-106968 (Gallatin TR LP) Liability: $200.00 Fee: $160.00 Dated: June 3,2019 at 8:00 A.M. Amendment No. 1 Assured: Gallatin TR, LP, a Texas limited partnership To the County of Gallatin and in the City of Bozeman in Montana. The assurances referred to on the face page are: That, according to those public records which,under the recording laws, impart constructive notice of matters relative to the following described real property: A tract of land being Lot 11 of the Final Plat of Phase 1 of the Gallatin Center Subdivision P.U.D. Phase 4, on record with the Gallatin County Clerk and Recorder located in the Northeast One-Quarter of Section 35, Township 1 South, Range 5 East, Principal Meridian Montana(P.M.M.), City of Bozeman, Gallatin County, Montana, being more particularly described as follows: Beginning at the north corner of said Lot 11, an Engineering Inc. yellow plastic cap; thence S 00°03'31"E a distance of 157.53' to an Engineering Inc. yellow plastic cap; thence N 89°59'54"E a distance of 226.67' to a 5/8"rebar; thence S 00°21'02"W a distance of 386.15' to an Allied aluminum cap; thence S 89°38'35" W a distance of 150.58' to a 5/8"rebar; thence 48.88' along a curve concave to the north with a radius of 255.00', a delta angle of 10°58'58", a chord bearing of N 84°42'08" W and a chord length of 48.80' to an Allied aluminum cap; thence N 79'17'01" W a distance of 178.05' to an Allied aluminum cap; thence 66.29' along a curve concave to the south with a radius of 345.00', a delta angle of 11'00'34", a chord bearing of N 84°50'33" W and a chord length of 66.19' to an Allied aluminum cap; thence S 89°42'06" W a distance of 352.77' to an Allied aluminum cap; thence N 00°00'26" W a distance of 502.80' to an Allied aluminum cap; thence N 89059'31"E a distance of 568.41' to the point of beginning. The above described tract of land is to be known and designated as the Amended Plat of Lot 11, Phase 1 of the Gallatin Center Subdivision P.U.D. Phase 4, City of Bozeman, Gallatin County, Montana. (Continued) I� SUBDIVISION GUARANTEE Reorder Form No. 12421 Policy Number: 7170-1-1-106968-2017.72156-212117511 Order No. 1-106968 (Gallatin TR LP) Title to said real property is vested in: Gallatin TR, LP, a Texas limited partnership subject to the matters shown below under Exceptions, which Exceptions are not necessarily shown in the order of their priority. EXCEPTIONS: 1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. 2. Unpatented mining claims; reservations or exceptions in the United States Patents or in Acts authorizing the issuance thereof; water rights, claims or title to water. 3. Title to any property beyond the lines of the real property expressly described herein, or title to streets, roads, avenues, lanes, ways or waterways on which such real property abuts, or the right to maintain therein vaults, tunnels, ramps, or any other structure or improvement; or any rights or easements therein unless such property, rights or easements are expressly and specifically set forth in said description. 4. Any right, title, or interest in minerals in or under said land including,but not limited to, metals, oil, gas, coal, other hydrocarbons, sand gravel or other common variety materials, stone, mineral rights, mining rights, easement rights,water rights, claims of title to water or other matters relating thereto, whether expressed or implied and whether or not shown by the public records. 5. Taxes for the year 2019 and subsequent years. Taxes for the year 2018 are paid. Taxes for the year 2019 are a lien not yet due or payable. (Parcel No. RFG54501) (Continued) SUBDIVISION GUARANTEE Reorder Form No. 12421 EXCEPTIONS Policy Number: 7170-1-1-106968-2017.72156-212117511 Order No. 1-106968 (Gallatin TR LP) 6. Special assessments levied by the City of Bozeman for 2019-2018 under Account No. 171180: First Half. Special Improvement District No. 676 N. 19th Rd, Lights/Drainage. Special Improvement District No. 677 Signal N 19th & Valley Center. Special Improvement District No. 378 Signal N. 191h & Cattail. Arterial & Collector. District No. 8000 Street Maintenance. District No. 8001 Tree Maintenance. First Half Amount: Installment paid. Second Half: Special Improvement District No. 676 N. 19th Rd, Lights/Drainage. Special Improvement District No. 677 Signal N 19th &Valley Center. Special Improvement District No. 378 Signal N. 19th & Cattail. Arterial & Collector. District No. 8000 Street Maintenance. District No. 8001 Tree Maintenance. Second Half Amount: Installment paid. No liability is assumed for any special assessments, snow removal, sewer assessment or garbage assessment not set forth in the Assessment Books of the City of Bozeman. 7. Restrictive Covenants appearing of record in Film 192, page 1814 and recorded as Document No. 2223840, but omitting covenants or restrictions, if any, based on race, color, religion, sexual orientation, familial status, marital status, disability, handicap, national origin, ancestry, or source of income, as set forth in applicable state or federal laws, except to the extent that said covenant or restriction is permitted by applicable law. 8. Gallatin Center Development Guidelines, dated March 9, 1999 and recorded March 17, 1999 in Film 196, page 1, as Document No. 386599, records of Gallatin County, Montana, including the terms and provisions therein. (Continued) EXCEPTIONS Policy Number: 7170-1-1-106968-2017.72156-212117511 Order No. 1-106968 (Gallatin TR LP) 9. Matters as delineated on the Plat No. J-423, including but not limited to: a. 12' wide public utility easement b. 29' wide stream corridor c. 21', 50' and 100' wide stream set back d. 20' utility easement e. 70' wide public greenway corridor f. 25' wide public utility easement g. sign pylon easement h. 1' no access strip i. 30' wide water and sewerline easement j. Deleted k. public open space and access corridor easement 1. 10' wide sidewalk easement m. Note-Lot access points along Cattail Avenue, Max Avenue and North 27'h Avenue, subject to approval by the City of Bozeman's Engineering Department. n. City Standard residential sidewalks shall be constructed on all public street frontages of a property prior to occupancy of any structure on the property. Upon the third anniversary of the plat recordation of any phase of the subdivision, any lot owner who has not constructed said sidewalk shall without further notice, construct within 30 days said sidewalk for their lot, regardless of whether other improvements have been made upon the lot. o. Due to the potential of high ground water tables in the areas of the subdivision, it is not recommended that the residential dwellings or commercial structures with full or partial basements be constructed without first consulting a professional engineer licensed in the State of Montana and qualified in the certification of residential and commercial construction. 10. Right of Way Easement to The Montana Power Company, recorded December 2, 1981 in Film 67, page 186, records of Gallatin County, Montana, including the terms and provisions therein. (Continued) EXCEPTIONS Policy Number: 7170-1-1-106968-2017.72156-212117511 Order No. 1-106968 (Gallatin TR LP) 11. Sewer and Water Pipeline and Access Easement to the City of Bozeman, dated March 24, 1999 and recorded May 28, 1999 in Film 198,page 4015, records of Gallatin County, Montana, including the terms and provisions therein. 12. Sewer and Water Pipeline Access Easement to the City of Bozeman, dated March 24, 1999 and recorded May 28, 1999 in Film 198,page 4021, records of Gallatin County, Montana, including the terms and provisions therein. 13. Public Water Line Easement to the City of Bozeman, dated May 17, 2006 and recorded July 12, 2006 as Document No. 2234294, records of Gallatin County, Montana, including the terms and provisions therein. 14. Grant of Public Utility Easement recorded October 4, 2002, as Document No. 2083436, records of Gallatin County,Montana, including the terms and provisions therein. Release and Reconveyance of Easement recorded June 29, 2006, as Document No. 2232903 15. Easement to the City of Bozeman, recorded August 21, 2002 as Document No. 2078745,records of Gallatin County, Montana, including the terms and provisions therein. 16. Easement to the City of Bozeman,recorded December 19, 2002 as Document No. 2091611,records of Gallatin County,Montana, including the terms and provisions therein. 17. Waiver of Right to Protest Creation of Special Improvement Districts, dated November 6, 1998 and recorded December 9, 1998, in Film 193, page 1800, as Document No. 379697, records of Gallatin County, Montana, including the terms and provisions therein. 18. Waiver of Right to Protest Creation of Special Improvement Districts, dated May 19, 1997 and recorded July 10, 1997, in Book 174,page 4167, records of Gallatin County, Montana, including the terms and provisions therein. 19. Conditions contained in Certificate of Subdivision Plat Approval recorded March 5, 1997 in Film 171,page 1673, records of Gallatin County, Montana, including the terms and provisions therein. (Continued) EXCEPTIONS Policy Number: 7170-1-1-106968-2017.72156-212117511 Order No. 1-106968 (Gallatin TR LP) 20. Operation and Easement Agreement-Bozeman, Montana between Dayton Hudson Corporation and Gallatin Center Limited Partnership, recorded December 14, 1998, in Book 192,page 2945, as Document No. 380063, records of Gallatin County, Montana, including the terms and provisions therein. 21. Exclusive Covenant Agreement between Gallatin Center Limited Partnership, WT& E Exchange Corp. and Bob Ward& Sons, Inc., dated January 30, 2001 and recorded February 2, 2001, as Document No. 2029588. Re-recorded February 6, 2001 as Document No. 2029803, records of Gallatin County, Montana, including the terms and provisions therein. 22. Declaration Concerning Allocation between Gallatin Center Limited Partnership and WT&E Exchange Corp., a Montana corporation and Bob Ward & Sons, Inc., dated January 30, 2001 and recorded February 2, 2001, as Document No. 2029587. Re- recorded as Document No. 2029672, records of Gallatin County, Montana, including the terms and provisions therein. 23. Designation of District and Agreement Concerning Declaration between Gallatin Center Limited Partnership and Gallatin Center Owners Association, dated December 9, 1998 and recorded December 14, 1998, in Film 192,page 2932, as Document No. 380061,records of Gallatin County, Montana, including the terms and provisions therein. 24. Resolution-Designation of Limited Access Highway, dated August 20, 1997 and recorded November 10, 1997, in Film 178, page 3492, as Document No. 353993, records of Gallatin County, Montana, including the terms and provisions therein. 25. Resolution-Designation of Controlled Access Highway, dated May 31, 2001 and recorded June 12, 2001, as Document No. 2039510,records of Gallatin County, Montana, including the terms and provisions therein. 26. Final Order-In the matter of Petition No. 41H-104360 to the Department of Natural Resources and Conservation for Designation of Controlled Groundwater Area, dated July 20, 1998 and recorded July 27, 1998 in Film 187,page 2329, as Document No. 370050,records of Gallatin County, Montana, including the terms and provisions therein. (Continued) EXCEPTIONS Policy Number: 7170-1-1-106968-2017.72156-212117511 Order No. 1-106968 (Gallatin TR LP) 27. Terms and conditions contained in The Gallatin Center Annexation Agreement recorded June 24, 1997 in Film 174,page 2012, records of Gallatin County, Montana, including the terms and provisions therein. 28. Mutual Access Easement to POB Gallatin, recorded July 1, 2004 as Document No. 2155390,records of Gallatin County, Montana, including the terms and provisions therein. 29. Improvement Agreement dated January 27, 2006 and recorded April 5,2006 as Document No. 2223841, records of Gallatin County, Montana, including the terms and provisions therein. 30. City of Bozeman Conditional Irrevocable Offer of Dedication, dated June 13, 2006 and recorded June 30, 2006 as Document No. 2233171,between Gallatin TR, LP and the City of Bozeman, records of Gallatin County, Montana, including the terms and provisions therein. 31. Declaration of Shared Facilities Easement, recorded September 11, 2006 as Document No. 2241152, records of Gallatin County, Montana, including the terms and provisions therein. 32. Memorandum of Lease between Gallatin TR, LP, as Landlord and Bed Bath& Beyond, Inc., as Tenant, dated February 21,2006 and recorded June 29, 2006, as Document No. 2232957. [Affects Tract 11-M2 of Certificate of Survey No. M- 4371 33. Deed of Trust from Gallatin TR,LP, a Texas limited partnership to Security Title Company, as Trustee, and Protective Life Insurance Company, as Beneficiary, in the amount of$19,600.00, dated May 31, 2018 and recorded May 31, 2018, as Document No. 2614998. Subordination Non-Disturbance and Attornment Agreement recorded May 31, 2018, as Document No. 2615001. Subordination Non-Disturbance and Attornment Agreement recorded May 31, 2018, as Document No. 2615002. Subordination Non-Disturbance and Attornment Agreement recorded May 31,2018, as Document No. 2615003. Subordination Non-Disturbance and Attornment Agreement recorded May 31, 2018, as Document No. 2615004. Subordination Non- Disturbance and Attornment Agreement recorded May 31, 2018, as Document No. 2615006. (Continued) EXCEPTIONS Policy Number: 7170-1-1-106968-2017.72156-212117511 Order No. 1-106968 (Gallatin TR LP) 34. Assignment of Rents from Gallatin TR, LP, a Texas limited partnership, as Grantor, to Protective Life Insurance Company, as Lender, recorded May 31, 2018, as Document No. 2614999. 35. UCC filed May 31, 2018, as Document No. 2615000. Debtor: Gallatin TR, LP, a Texas limited partnership. Secured Party: Protective Life Insurance Company. 36. Easements, covenants, conditions and restrictions, and other servitudes that are not subject to the Montana Subdivision and Platting Act are not shown herein. 37. No Search has been made for water rights and unpatented mining claims, and liability thereon is excluded from coverage of this certificate. END OF SCHEDULE A Guarantee Conditions and Stipulations (12/15/95) SCHEDULE OF EXCLUSIONS FROM COVERAGE OF THIS GUARANTEE 1. Except to the extent that specific assurances are provided in Schedule A of this Guarantee, the Company assumes no liability for loss or damage by reason of the following: (a) Defects, liens, encumbrances, adverse claims or other matters against the title, whether or not shown by the public records. (b) (1) Taxes or assessments of any taxing authority that levies taxes or assessments on real property; or, (2) Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not the matters excluded under (1) or (2) are shown by the records of the taxing authority or by the public records. (c) (1) Unpatented mining claims; (2) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (3) water rights, claims or title to water, whether or not the matters excluded under (1), (2) or (3) are shown by the public records. 2. Notwithstanding any specific assurances which are provided in Schedule A of this Guarantee, the Company assumes no liability for loss or damage by reason of the following: (a) Defects, liens, encumbrances, adverse claims or other matters affecting the title to any property beyond the lines of the land expressly described in the description set forth in Schedule (A), (C) or in Part 2 of this Guarantee, or title to streets, roads, avenues, lanes, ways or waterways to which such land abuts, or the right to maintain therein vaults, tunnels, ramps or any structure or improvements; or any rights or easements therein, unless such property, rights or easements are expressly and specifically set forth in said description. (b) Defects, liens, encumbrances, adverse claims or other matters, whether or not shown by the public records; (1) which are created, suffered, assumed or agreed to by one or more of the Assureds; (2) which result in no loss to the Assured; or (3) which do not result in the invalidity or potential invalidity of any judicial or non-judicial proceeding which is within the scope and purpose of the assurances provided. (c) The identity of any party shown or referred to in Schedule A. (d) The validity, legal effect or priority of any matter shown or referred to in this Guarantee. (Continued) GUARANTEE CONDITIONS AND STIPULATIONS 1. Definition of Terms. The following terms when used in the Guarantee mean: (a) the "Assured": the party or parties named as the Assured in this Guarantee, or on a supplemental writing executed by the Company. (b) "land": the land described or referred to in Schedule (A)(C) or in Part 2, and improvements affixed thereto which by law constitute real property. The term "land" does not include any property beyond the lines of the area described or referred to in Schedule (A)(C) or in Part 2, 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: (Continued) GUARANTEE CONDITIONS AND STIPULATIONS (Continued) (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. (Continued) GUARANTEE CONDITIONS AND STIPULATIONS (Continued) 5. Proof of Loss or Damage. In addition to and after the notices required under Section 2 of these Conditions and Stipulations have been provided to the Company, a proof of loss or damage signed and sworn to by the Assured shall be furnished to the Company within ninety (90) days after the Assured shall ascertain the facts giving rise to the loss or damage. The proof of loss or damage shall describe the matters covered by this Guarantee which constitute the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage. If the Company is prejudiced by the failure of the Assured to provide the required proof of loss or damage, the Company's obligation to such assured under the Guarantee shall terminate. In addition, the Assured may reasonably be required to submit to examination under oath by any authorized representative of the Company and shall produce for examination, inspection and copying, at such reasonable times and places as may be designated by any authorized representative of the Company, all records, books, ledgers, checks, correspondence and memoranda, whether bearing a date before or after Date of Guarantee, which reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company,the Assured shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect and copy all records, books, ledgers, checks, correspondence and memoranda in the custody or control of a third party, which reasonably pertain to the loss or damage. All information designated as confidential by the Assured provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Assured to submit for examination under oath, produce other reasonably requested information or grant permission to secure reasonably necessary information from third parties as required in the above paragraph, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this Guarantee to the Assured for that claim. 6. Options to Pay or Otherwise Settle Claims: Termination of Liability. In case of a claim under this Guarantee, the Company shall have the following additional options: (a) To Pay or Tender Payment of the Amount of Liability or to Purchase the Indebtedness. (Continued) GUARANTEE CONDITIONS AND STIPULATIONS (Continued) 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. (Continued) i GUARANTEE CONDITIONS AND STIPULATIONS (Continued) 7. Determination and Extent of Liability. This Guarantee is a contract of Indemnity against actual monetary loss or damage sustained or incurred by the Assured claimant who has suffered loss or damage by reason of reliance upon the assurances set forth in this Guarantee and only to the extent herein described, and subject to the Exclusions From Coverage of This Guarantee. The liability of the Company under this Guarantee to the Assured shall not exceed the least of- (a) the amount of liability stated in Schedule A or in Part 2; (b) the amount of the unpaid principal indebtedness secured by the mortgage of an Assured mortgagee, as limited or provided under Section 6 of these Conditions and Stipulations or as reduced under Section 9 of these Conditions and Stipulations, at the time the loss or damage assured against by this Guarantee occurs, together with interest thereon; or (c) the difference between the value of the estate or interest covered hereby as stated herein and the value of the estate or interest subject to any defect, lien or encumbrance assured against by this Guarantee. 8. Limitation of Liability. (a) If the Company establishes the title, or removes the alleged defect, lien or encumbrance, or cures any other matter assured against by this Guarantee in a reasonably diligent manner by any method, including litigation and the completion of any appeals therefrom, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused thereby. (b) In the event of any litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals therefrom, adverse to the title, as stated herein. (c) The Company shall not be liable for loss or damage to any Assured for liability voluntarily assumed by the Assured in settling any claim or suit without the prior written consent of the Company. 9. Reduction of Liability or Termination of Liability. All payments under this Guarantee, except payments made for costs, attorneys' fees and expenses pursuant to Paragraph 4 shall reduce the amount of liability pro tanto. (Continued) GUARANTEE CONDITIONS AND STIPULATIONS (Continued) 10. Payment of Loss. (a) No payment shall be made without producing this Guarantee for endorsement of the payment unless the Guarantee has been lost or destroyed, in which case proof of loss or destruction shall be furnished to the satisfaction of the Company. (b) When liability and the extent of loss or damage has been definitely fixed in accordance with these Conditions and Stipulations, the loss or damage shall be payable within thirty (30) days thereafter. 11. Subrogation Upon Payment or Settlement. Whenever the Company shall have settled and paid a claim under this Guarantee, all right of subrogation shall vest in the Company unaffected by any act of the Assured claimant. The Company shall be subrogated to and be entitled to all rights and remedies which the Assured would have had against any person or property in respect to the claim had this Guarantee not been issued. If requested by the Company, the Assured shall transfer to the Company all rights and remedies against any person or property necessary in order to perfect this right of subrogation. The Assured shall permit the Company to sue, compromise or settle in the name of the Assured and to use the name of the Assured in any transaction or litigation involving these rights or remedies. If a payment on account of a claim does not fully cover the loss of the Assured the Company shall be subrogated to all rights and remedies of the Assured after the Assured shall have recovered its principal, interest,and costs of collection. 12. Arbitration. Unless prohibited by applicable law, either the Company or the Assured may demand arbitration pursuant to the Title Insurance Arbitration Rules of the American 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. (Continued) GUARANTEE CONDITIONS AND STIPULATIONS (Continued) 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 1800 West Koch, Bozeman, Montana 59715.