HomeMy WebLinkAbout00369C - FIRST AMERICAN TITLE INSURANCE LINSU INDEMNITY AGR American Title Insurance Co.
Indemnity Agr - Linsu Developm1
AGREEMENT #369C
R1006, 7-3-96
INDEMNITY AGREEMENT - - -
THIS INDEMNITY AGREEMENT ("Agreement") is made and entered
into this 3 c4 day of i:�� , 1996 between the COMMUNITY
REDEVELOPMENT AGENCY OF THE VTTY OF PALM SPRINGS, CALIFORNIA, a
public body, corporate and politic ("Indemnitor") , and FIRST
AMERICAN TITLE INSURANCE COMPANY ("Title Company") .
W I T N E S S E T H:
WHEREAS, Indemnitor has acquired the possession of the
property described in Exhibit "All attached hereto (the "Property")
pursuant to an Order of Immediate Possession entered in. Riverside
County Superior Court Case No. 086598 (the "Eminent Domain
Action") ; and
WHEREAS, Indemnitor has entered into an Owner Participation
Agreement with Linsu Development Company, LLC, a California limited
liability company ("Linsu") , dated as of December 13 , 1995 pursuant
to which Indemnitor has agreed to convey the Property to Linsu
prior to completion of acquisition of fee title by Indemnitor
pursuant to the Eminent Domain Action; and
WHEREAS, Title Company will be requested by Indemnitor to
issue policies of title insurance (the "Policies") in favor of
Linsu and Linsu's lenders showing fee title vested in Linsu,
without taking exception for those deeds of trust more particularly
set forth on Exhibit "B" attached hereto (the "Deeds of Trust") and
those certain delinquent real property taxes and assessment more
particularly set forth on Exhibit "C" attached hereto ("Delinquent
Taxes") ; provided the amount of insurance under each of the
Policies shall not exceed THREE HUNDRED NINETY-NINE THOUSAND
DOLLARS ($399, 000. 00) ; and
WHEREAS, Title Company is unwilling to issue such Policies in
the manner requested without this Agreement; and
WHEREAS, Indemnitor has offered to indemnify Title Company if
Title Company will insure against loss which may result from the
issuance of such Policies showing fee title in the Property vested
in Linsu in the manner requested.
NOW, THEREFORE, to induce Title Company to issue the Policies,
which Policies will, in consideration of this Agreement, at the
request of the Indemnitor, insure the insureds, including Linsu,
against loss which may result under the Policies from the fact that
Indemnitor does not yet own in fee the title to the Property, the
Deeds of Trust have not been reconveyed, the obligations owing on
the notes secured by the Deeds of Trust have not been released, and
the Delinquent Taxes have not been paid, Indemnitor hereby
indemnifies and agrees to hold Title Company harmless from all
liability, loss or damages of any nature, including reasonable
FS21383\014004-0001\2201936.1 x06/17/96 ORIGINAL DID
AND1 1i f.GREEMF jj
attorneys' fees and expenses incurred in enforcing this Agreement,
which Title Company may sustain resulting from the issuance, either
now or in the future, of the Policies which indemnify the named
insureds in the title policies against loss that may result from
the fact that Indemnitor and/or Linsu does not yet own in fee the
title to the Property, the Deeds of Trust have not been reconveyed,
the obligations owing on the notes secured by the Deeds of Trust
have not been released and the Delinquent Taxes have not been paid.
Indemnitor further agrees to diligently prosecute the Eminent
Domain Action referred to above to final judgment and upon the
receipt of funds therefor from Linsu to pay the compensation
awarded therein.
Indemnitor further agrees to record or cause to be recorded a
certified copy of the final judgment of condemnation entered in the
Eminent Domain Action or such deeds as may be delivered to
Indemnitor conveying some or all of the fee title to the Property
to Indemnitor.
For Title Company to be entitled to the indemnification
provided herein in respect of or arising out of or involving a
claim by Linsu against Title Company, Title Company shall give
Indemnitor written notice of such claim and shall permit Indemnitor
to assume the defense of such claim. Such notice shall be given
within thirty (30) days after receipt of notice of such claim by
Title Company. Failure by the Indemnitor to notify Title Company
of its election to defend any such claim within a reasonable time
(but in no event more than sixty [60] days) after notice thereof
shall be given to Indemnitor shall be deemed a waiver by Indemnitor
of its right to defend such action.
If Indemnitor assumes the defense of any such claim, the
obligations of Indemnitor shall be limited to taking all steps
necessary in the defense or settlement of such claim and to holding
Title Company harmless from and against any and all losses caused
by or arising out of any settlement approved by Indemnitor or any
judgment in connection with such claim. Title Company may
particIpate in the defense and/or settlement of such claim at its
own expense.
If Indemnitor shall not assume the defense of any such claim
within the time required above (i) Title Company may defend against
such claim in such manner as it may deem appropriate; (ii)
Indemnitor shall reimburse Title Company for all expenses
(including reasonable fees and disbursements of counsel) as and
when incurred by Title Company in connection with the defense or
settlement of such claim; (iii) Title Company may settle such claim
on such terms as it may deem appropriate with the prior written
consent of Indemnitor, which consent shall not be unreasonably
withheld, and Indemnitor shall promptly reimburse Title Company for
the amount expended in such settlement, including, but not limited
to, defense costs; (iv) if no such settlement of such claim is
made, Indemnitor shall promptly reimburse Title Company for the
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. r .
amount of any judgment rendered with respect to such claim together
with defense costs.
Indemnitor agrees that Title Company may, at its discretion,
report to its proposed insured the existence of the matters set
forth in this Agreement, including the status and condition of the
title. If the insurance which Title Company shall make available
to its proposed insured is not satisfactory to its proposed
insured, Title Company shall be under no obligation to issue such
a policy of title insurance.
IN WITNESS WHEREOF, the parties have executed this agreement
the day and year first above written.
FIRST AMERICAN TITLE INSURANCE
COMPANY
By:
Its: ,
By:
Its:
ATTEST: COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF PALM SPRINGS, CALIFORNIA, a
public body, corporate and politic
L
V ssistant Secretary Cha rman
u APPROVED AS TO FORM:
RUTAN & TUCKER
David J. Aleshire,
Agency Counsel
Dy
PS2\383\014084-0001\2201836.1 A06/17/% -3-
amount of any judgment rendered with respect to such claim together
with defense costs.
Indemnitor agrees that Title Company may, at its discretion,
report to its proposed insured the existence of the matters set
forth in this Agreement, including the status and condition of the
title. If the insurance which Title Company shall make available
to its proposed insured is not satisfactory to its proposed
insured, Title Company shall be under no obligation to issue such
a policy of title insurance.
IN WITNESS WHEREOF, the parties have executed this agreement
the day and year first above written.
FIRST AMERICAN TITLE INSURANCE
COMPANY
By:
Its:
By:
Its:
ATTEST: COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF PALM SPRINGS, CALIFORNIA, a
public body, corporate and politic
Assistant Secretary Chairman o
APPROVED AS TO FORM:
RUTAN & TUCKER
r
David,'J. Aleshire,
Agency Counsel
PS2\383\014084-0001\2201836.1 a08122196 -3-
EXHIBIT "A"
LEGAL DESCRIPTION OF PROPERTY
THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF
CALIFORNIA, COUNTY OF RIVERSIDE, AND IS DESCRIBED AS FOLLOWS:
PARCEL I.-
THE NORTHERLY 264 FEET OF THE NORTHWEST QUARTER OF THE NORTHWEST
QUARTER OF THE WRTHWEST 'QUARTER OF THE NORTHWEST QUARTER OF
SECTION I1, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE
AND MERIDIAN, AS SHOWN BY UNITED STATES GOVERNMENT SURVEY.
SAID PROPERTY IS ALSO SHOWN ON RECORD OF SURVEY ON FILE IN BOOK
5 PAGE 42, OF RECORDS OF SURVEY, RECORDS OF RIVERSIDE COUNTY,
CALIFORNIA;
EXCEPTING THEREFROM ANY DEPOSITS OF OIL, GAS OR OTHER
HYDROCARBON SUBSTANCES AND WATER UNDERLYING SAID LAND, AS
RESERVED IN DEED FROM SECURITY FIRST NATIONAL BANK OF LOS
ANGELES TO ZORA WITKIN, RECORDED DECEMBER 12, 1935 IN BOOK 262
PAGE 178 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA
HOWEVER, SUCH RESERVATION SHALL NOT BE DEEMED TO GIVE THE
GRANTOR, ITS SUCCESSORS OR ASSIGNS, ANY RIGHT TO ENTER UPON SAID
PREMISES FOR THE DEVELOPMENT OF ANY SUCH WATER, OIL, GAS OR
OTHER HYDROCARBON SUBSTANCES.
PARCEL 2:
LOT 7 OF PALM SPRINGS ESTATES NO. 5, AS SHOWN BY MAP ON FILE IN
BOOK 18 PAGE(S-) 91, OF MAPS, RECORDS OF RIVERSIDE COUNTY,
CALIFORNIA;
EXCEPTING THEREFROM ALL DEPOSITS OF OIL, GAS OR OTHER
HYDROCARBON, MINERAL OR KINDRED SUBSTANCES, AND ALL WATER
UNDERLYING SAID LAND, PROVIDED, HOWEVER, THAT THE GRANTOR, ITS
SUCCESSORS OR ASSIGNS, SHALL HAVE NO RIGHT TO ENTER UPON SAID
PREMISES FOR THE PURPOSES OF DEVELOPING ANY WATER, GAS, OIL,
HYDROCARBON, MINERAL AND/OR KINDRED SUBSTANCES, AS RESERVED IN
DEED FROM SECURITY FIRST NATIONAL BANK OF LOS ANGELES, RECORDED
DECEMBER 23, 1936 IN BOOK 308 PAGE 24 OF OFFICIAL RECORDS OF
RIVERSIDE COUNTY, CALIFORNIA.
EXHIBIT "A"
TO INDEMNITY AGREEMENT
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PARCEL 31
LOT 8 OF PALM SPRINGS ESTATES NO. 5, AS SHOWN BY MAP ON FILE IN
BOOK 1S PAGE(S) 91, OF MAPS, RECORDS OF RIVERSIDE COUNTY,
CALIFORNIA;
EXCEPTING ANY AND ALL DEPOSITS OF OIL, GAS OR OTEER HYDROCARBON,
MINERAL OR KINDRED SUBSTANCES UNDERLYING SAID LAND, PROVIDED,
HOWEVER, THAT THE GRANTOR, ITS SUCCESSORS AND ASSIGNS, SHALL
HAVE NO RIGHT TO ENTER UPON SAID PREMISES FOR THE PURPOSE OF
DEVELOPING ANY GAS, OIL, RYDROCARBON, MINERAL OR KINDRED
SUBSTANCESr AS RESERVED IN DEED FROM SECURITY FIRST NATIONAL
BANK OF LOS ANGELES, RECORDED DECEMBER 23, 1936 IN BOOK 308 PAGE
24 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA.
EXHIBIT "A"
TO INDEMNITY AGREEMENT
PS213831014084-000112178518.4 e04/05/96 PAGE 2 OF 2 PAGES
EXHIBIT "B"
DESCRIPTION OF DEEDS OF TRUST
7. A DEED OF TRUST TO SECURE AN INDEBTEDNESS OF THE AMOUNT
STATED HEREIN AND ANY OTHER AMOUNTS PAYABLE UNDER THE TERMS
THEREOF, RECORDED AUGUST 6, 1973 AS INSTRUMENT NO. 102701 OF
OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA
DATED: JULY 25, 1973
TRUSTOR: WILLIAM NEIL DUNAHE Wz
A SINGLE MAN
TRUSTEE: INDEPENDENT ENCUMBRANCE SERVICE,
A CORPORATION
BENEFICIARY: NELLIE ROHR
AMOUNT: $70,000.00
(AFFECTS PARCEL 3)
8. A DEED OF TRUST TO SECURE AN INDEBTEDNESS OF THE AMOUNT
STATED HEREIN AND ANY OTHER AMOUNTS PAYABLE UNDER THE TERMS
THEREOF, RECORDED MAY 14, 1979 AS INSTRUMENT NO. 97711 OF
OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA
DATED: APRIL 26, 1979
TRUSTOR: ROBERT J. KATCHMARK, SR. , AND RUBY M. KATCHMARK,
HUSBAND AND WIFE AS JOINT TENANTS
TRUSTEE: FIRST AMERICAN TITLE INSURANCE COMPANY,
A CALIFORNIA CORPORATION
BENEFICIARY: JOSEPH CAPRIOTTI AND LORRANINE CAPRIOTTI,
HUSBAND AND WIFE AS COMMUNITY PROPERTY
AMOUNT: $77,000.00
(AFFECTS PARCEL 3)
THE TRUSTEE IN SAID DEED OF TRUST WAS SUBSTITUTED BY AN
INSTRUMENT RECORDED JUNE 30, 1994 AS INSTRUMENT NO. 267682 OF
OFFICIAL RECORDS.
NEW TRUSTEE: MANHATTAN FINANCIAL CORPORATION
-7
EXHIBIT "B"
TO INDEMNITY AGREEMENT
PAGE 1 OF 2 PAGES
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10. A DEED OF TRUST TO SECURE AN INDEBTEDNESS OF THE AMOUNT
STATED HEREIN AND ANY OTHER AMOUNTS PAYABLE UNDER THE TERMS
THEREOF, RECORDED JANUARY 23, 1991 AS INSTRUMENT NO. 23945 OF
OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA
DATED: SEPTEMBER 30, 1990
TRUSTOR: RENAISSANCE HOTEL PARTNERSHIP
TRUSTEE: SAFECO TITLE INSURANCE COMPANY,
A CALIFORNIA CORPORATION
BENEFICIARY: RONALD H. SEMLER
AMOUNT; $815,167.71
SAID DEED OF TRUST PURPORTEDLY ENCUMBERS PARCEL 1 DESCRIBED
HEREIN, WITH OTHER PROPERTIES. AT THE TIME OF RECORDING OF SAID
DEED OF TRUST THE ABOVE TRUSTORS HAD NO RECORD TITLE OR
INTEREST TO SAID PARCEL 1, NOR HAVE THEY SINCE ACQUIRED ANY.
THE BENEFICIAL INTEREST UNDER SAID DEED OF TRUST WAS ASSIGNED TO
RONALD H. SEM ER SEPARATE PROPERTY TRUST IN INSTRUMENT RECORDED
NOVERBER 19, 1991 AS INSTRUMENT NO. 400624 OF OFFICIAL RECORDS.
EXHIBIT „Bn
TO INDEMNI� Ty AGREEMENT
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EXHIBIT "C"
DESCRIPTION OF DELINQUENT TAXES
A. GENERAL AND SPECIAL CITY AND/OR COUNTY TAXES FOR THE FISCAL
YEAR 1996-1997, A LIEN NOT YET DUE AND PAYABLE.
B. GENERAL AND SPECIAL CITY AND/OR COUNTY TAXES FOR TEE FISCAL
YEAR 1995-1996:
TOTAL AMOUNT: $1,833.76
FIRST INSTALLMENT: $916.88 UNPAID, DELINQUENT
PENALTY: $91.69
SECOND INSTALLMENT: $916.88 UNPAID
CODE AND PARCEL NO: 011040/507-021-002-1
EXEMPTION: NONE
(SAID MATTER AFFECTS PARCEL 3)
TOTAL AMOUNT: $2,455.82
FIRST INSTALLMENT: $1,227.91 UNPAID, DELINQUENT
PENALTY: $122.79
SECOND INSTALLMENT: $1,227.91 UNPAID
CODE AND PARCEL NO: 011040/507-021-003-2
EXEMPTION: NONE
(SAID MATTER AFFECTS PARCEL 2)
TOTAL AMOUNT: $6,958.10
FIRST INSTALLMENT: $3,479. 05 UNPAID, DELINQUENT
PENALTY: $347.91
SECOND INSTALLMENT: $3,479.05 UNPAID
CODE AND PARCEL NO: 011040/507-021-010-8
EXEMPTION: NONE
(SAID MATTER AFFECTS PARCEL 1)
C. A TAX DEFAULT FOR DELINQUENT TAXES FOR FISCAL YEAR 1990-1991,
AND SUBSEQUENT YEARS. AMOUNT TO REDEEM PRIOR TO APRIL 30, 1996,
$14,015.51; MAY 31, 1996, $14,145.98. PARCEL NO: 507-021-002.
(SAID MATTER AFFECTS PARCEL 3)
A TAX DEFAULT FOR DELINQUENT TAXES FOR FISCAL YEAR 1990-1991,
AND SUBSEQUENT YEARS. AMOUNT TO REDEEM PRIOR TO APRIL 30, 1996,
$18,705.02; MAY 31, 1996, $18,879. 56. PARCEL NO: 507-021-003.
(SAID MATTER AFFECTS PARCEL 2)
A TAX DEFAULT FOR DELINQUENT TAXES FOR FISCAL YEAR 1990-1991,
AND SUBSEQUENT YEARS. AMOUNT TO REDEEM PRIOR TO APRIL 30, 1996,
$54,897.45; MAY 31, 1996, $55,410.08. PARCEL NO: 507-021-010.
(SAID MATTER AFFECTS PARCEL 1)
EXHIBIT "C"
PS2\383\014084-0001\2178518.4 a04/05/96 TO INDEMNITY AGREEMENT