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Home My WebLink About00367C - STEWART TITLE GUARANTY LINSU INDEMNITY AGR • . Indemnity Agreement betw CRA & Stewart Title Guaranty Co. Oxncx NO: 122715-11 Acq property convey to Linsu AGREEMENT # 367C INDEMNITY AGREEMENT R1000, 2-7-96 THIS INDEMNITY AGREEMENT ( "Agreement" ) is made and entered into this V_ day of ;, vLC�( , 1996 between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA, a public body, corporate and politic ( "Indemnitor") , and STEWART TITLE GUARANTY COMPANY ( "Stewart Title" ) . W I T N E S S E T H: WHEREAS, Indemnitor has acquired the possession of the property described in Order No. 122715-11 and in Exhibit "A" 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, Stewart Title 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, Stewart Title is unwilling to issue such Policies in the manner requested without this Agreement; and WHEREAS, Indemnitor has offered to indemnify Stewart Title if Stewart Title 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 Stewart Title 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 Stewart Title harmless from all liability, loss or damages of any nature, including reasonable FsMU014084-00DD2178518.4 "o4i05i9e attorneys' fees and expenses incurred in enforcing this Agreement, which Stewart Title 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 Stewart Title to be entitled to the indemnification provided herein in respect of or arising out of or involving a claim by Linsu against Stewart Title, Stewart Title 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 Stewart Title. Failure by the Indemnitor to notify Stewart Title of its election to defend any such claim within a reasonable time (but in no event more than sixty [601 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 Stewart Title 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. Stewart Title 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) Stewart Title may defend against such claim in such manner as it may deem appropriate; (ii) Indemnitor shall reimburse Stewart Title for all expenses (including reasonable fees and disbursements of counsel) as and when incurred by Stewart Title in connection with the defense or settlement of such claim; (iii) Stewart Title 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 Stewart Title 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 Stewart Title for the FS2\383\014084-0001\2178518.4 .04/05/96 -2- amount of any judgment rendered with respect to such claim together with defense costs . Indemnitor agrees that Stewart Title 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 Stewart Title shall make available to its proposed insured is not satisfactory to its proposed insured, Stewart Title 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. STEWART TITLE GUA�R�ANTY COMPANY By-a"got n 'ALL EN WASSEEMAN Its • Senior Vice President By: Its• ATTEST: COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA, a public body, corporate and politic As'si'stant Secretary Chairman APPROVED AS TO FORM: RUTAN & TUCKER David J`� 'Aleshire, Agency Counsel F52\383\014084-0001\2178518.4 a04/05/96 —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 1: THE NORTHERLY 264 FEET OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER O£ THE NORTHWEST QUARTER OF SECTION 11, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BE NARDINO 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 P52\383\014084-0001\2178518.4 •04105/96 PAGE 1 OF 2 PAGES PARCEL 3s LOT 8 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 ANY AND ALL DEPOSITS OF OIL, GAS OR OTHER 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, HYDROCARBON, MINERAL 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 FS2138310140840001\2178518.4 &04/05196 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 DUNAHEW, 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: $77400.00 (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 EXHIBIT "B" TO INDEMNITY AGREEMENT PAGE 1 OF 2 PAGES FS2%3831014084000112178518A .04/05/96 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, y A CALIFORNIA CORPORATION BENEFICIARY: RONALD H. SEMLER AMOUNT: $815 , 167 . 71 I I EXHIBIT "B" TO INDEMNITY AGREEMENT PAGE 2 OF 2 PAGES PS2\383\014084-0001\2178518.4 &04/05/96 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 THE 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 N0: 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" FS2\383\014084-0001\2178518.4 .04105196 TO INDEMNITY AGREEMENT