HomeMy WebLinkAbout00085C - BUNKER INDEMNITY AGR Bunker Indemnity agr with
Transamerica Title Ins for
prop in PA#lB4
IND_ 'Y AGREEMENT AGR #85
Res 216, 4-10-84 Lr,� /5100P.3,
ORDER NO. 192302
This Agreement is made and entered into this day
of 1984 , by and between the COMMUNITY
REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, a public
entity (hereinafter referred to as " the AGENCY" ) , and TRANS-
AMERICA TITLE INSURANCE COMPANY, a California corporation
(hereinafter referred to as "TRANSAMERICA" ) .
RECITALS
A. In connection with that certain redevelopment pro-
ject commonly referred to as "The Desert Fashion Plaza" ,
TRANSAMERICA has issued a Preliminary Report under its title
order no. 192302 , dated January 30 , 1984 . Item no. 34 of
that Report refers to that certain deed of trust recorded
January 13 , 1984 , as Instrument No. 7276 , in the Official
Records of the County of Riverside, whereunder the t-rustor
is the AGENCY, the trustee is First American Title Insurance
Company, and the beneficiaries are Earle C. Strebe and Geska
Raye White, Trustees under Declaration of Trust dated July
18 , 1969 . Said deed of trust secures a principal indebted-
ness in the sum of two million dollars ( $2 , 000 , 000 . 00 ) .
B. It has been the intent of the AGENCY to cause the
indebtedness secured by the aforementioned deed of trust to
be paid in full as part of the transfer of title to the pre-
mises encumbered by that deed of trust to the "Participant"
defined in that certain "Participation Agreement" between
the AGENCY and North Plaza Associates and South Plaza Associ-
ates , as modified, dated the 8th day of November, 1983 , and
to cause a deed of full reconveyance regarding the said deed
of trust to be duly placed of record. However, the AGENCY
has been informed by the beneficiaries under the subject deed
of trust that it is the position of those parties that the
said deed of trust secures a "locked-in" indebtedness which,
therefore, may not be prepaid without the express consent of
the payees . Furthermore, said payees have informed the AGENCY
that they are not willing to give their consent to a pre-
payment of said indebtedness . The AGENCY disputes the
contentions of and the positions taken by the said beneficiaries .
C. In order to avoid the possibility of litigation occur.-
ing with respect to the question of whether the aforementioned
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indebtedness may be prepaid, thereby resulting in a delay of
the commencement of the improvements contemplated in connec-
tion with "The Desert Fashion Plaza" redevelopment project,
the AGENCY has requested that TRANSAMERICA issue its policies
of title insurance without taking as an exception to the cover-
ages provided thereunder the existence of the aforementioned
deed of trust in reliance upon the terms, provisions , and
covenants set forth in this Agreement.
COVENANT'S
NOW THEREFORE, in consideration of the issuance by
TRANSAMERICA of its policy or policies of title insurance in
the manner referred to in paragraph C of this Agreement, and
also in consideration of the issuance of any other policies
of title insurance and/or indorsements thereto which TRANS-
AMERICA may be called upon to issue on the title to the pro-
perty in the manner referred to in paragraph C of this Agree-
ment, and for other valuable consideration, receipt of which
is hereby acknowledged, the parties hereto do hereby agree,
covenant, and promise as follows :
1 . The AGENCY shall , without limitation, hold and save
TRANSAMERICA harmless from and against any and all damages,
or liability therefor, loss , costs, attorneys ' fees and/or
expenses of whatsoever kind or character [including any costs,
charges , attorneys ' fees or other expenses which may arise or
be incurred in connection with the enforcement of this Agree-
ment] which TRANSAMERICA shall or may, at any time, suffer,
sustain, or incur, by reason of or in consequence of having
issued a policy of title insurance or policies of title insur-
ance in the manner described in paragraph C of this Agreement.
2 . As security for the performances of its obligations
hereunder, the AGENCY, concurrently with its execution of this
Agreement, shall deliver into the possession of TRANSAMERICA
a Certificate of Deposit in the principal sum of two million
dollars ( $2 , 000 , 000 . 00 ) issued by an appropriate financial institution
-authorized Dy; law to be a depository for public. funds. With respect to said
Cert-Ificate of Deposit, the AGENCY hereby agrees that:
a. It shall cause the aforementioned deposit to
be invested in such a manner as to bear interest at a rate at least
sufficient to accrue funds necessary to pay .the interest,
when due, on the indebtedness that is referred in paragraphs
A and B of this Agreement ;
b. It shall cause the aforementioned deposit to
be invested in such a manner as to allow the same, plus
accured interest, to be withdrawn to the extent necessary to
make each and every installment that becomes due in connec-
tion with the aforementioned indebtedness in a timely manner;
C. It shall faithfully perform any and all condi-
tions and obligations that may be imposed upon it under the
terms and provisions of any agreements of deposit that may
exist between it and the institution concerning these
funds ;
d. It shall not assign, pledge, hypothecate, or
do any other act with respect to the aforementioned deposit
which in any way shall constitute an abridgement of the
purposes for which this Agreement has been entered into or
the rights that are conferred upon TRANSAMERICA hereunder ;
and,
e. It shall execute without undue delay any and
all documents that are necessary to authorize TRANSAMERICA to
be the duly appointed depository of said Certificate of
Deposit.
3 . The AGENCY shall not enter into any modification or
other agreement which alters or amends the terms and provisions
of the promissory note and deed of trust referred to in para-
graphs A and B of this Agreement unless prior written consent
to do the same has first been obtained from TRANSAMERICA.
4 . TRANSAMERICA may disclose to any prospective insured
the basis for and the contents of this Agreement. If any pro-
spective insured objects to the issuance of a policy of title
insurance to it in the manner described in paragraph C of this
Agreement, TRANSAMERICA shall not be under any obligation to
issue the policy as requested by the AGENCY, or by its succes-
sors , assigns , and TRANSAMERICA shall not have any liability
to the AGENCY, or its successors or assigns , by reason of the
requested policy of title insurance not being issued for the
reasons set forth in this paragraph.
5 . Whenever the context of this Agreement so requires ,
the singular shall include the plural .
6 . This Agreement is entered into within the State of
California and the same shall be governed and construed by the
laws of that State.
7 . This Agreement may only be modifie, y a writing
executed by the parties hereto.
8 . Any notices required by this Agreement shall. be
directed to the parties hereto as follows :
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF PALM SPRINGS
Post Office Box 1786
Palm Springs, California 92263-1786
Attn. : Kenneth E. Feenstra
Redevelopment Director
TRANSAMERICA TITLE INSURANCE COMPANY
888 North Main Street, Suite 900
Santa Ana, California 92701
AtL-n. : Southwest Division Manager.
9 . In the event that any provision of this Agreement
is deemed to be unenforceable by a final judgment of a court
of competent jurisdiction, any such adjudication shall not
render the remaining provisions of this Agreement unenforceable
or null or void.
10 . This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the day and year first above-written.
COMMUNITY REDEVELOPMENT AGENCY TRANSAMERICA TITLE INSURANCE
OF TIIE CITY OF PALM SPRINGS COMPANY
BY: BY:
Chairman Vice President
BY: BY:
Assistant Secretary Vice President
By appropriate resolution of its City Council, the City of
Palm Springs hereby approves this Agreement and also hereby
assures the faithful performance thereof on the part of. the
Community Redevelopment Agency of the City of Palm Springs .
THE CITY OF PALM SPRINGS J "
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BY: Attest : 1 p /'{ <
Mayor City Clerk
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Reviewed and Approved :
Order No.
NEscrow No. 66990-0 []
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Redevelopment Agency of th'e
City "of'Palirt Springs ,� _, ` ' p . �.a, •
P.O. Box 1786 >>D Q 3
Palm Springs„ CA "M2 ,3 W 7i
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RE- DESERT 'FA$HIONI PLAZA SPACE ABOVE Tt S I FOR RECORDER's USE
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FULL RECONVEYANCE
FIRST AMERICAN TITLE INSURANCE COMPANY, a Corporation, Trustee under the Deed of Trust executed by -
COMMUNITY REDEVELOPMENT AGENCY OF CITY OF PALM SPRINGS, a body corporate and politic
Trustor, and recorded Jan. 13, 1984 as Document No. 7276 in Book --- ,
page --- , of Official Records in the Office of the County Recorder of Riverside
County, California, having been requested in writing by the holder of the obligation secured by said Deed of Trust,to _
reconvey the estate granted to Trustee under said Deed of Trust,does hereby reconvey to the person or persons legally
entitled thereto, without warranty, all the estate, title and interest acquired by Trustee under said Deed of Trust.
DESCRIPTION as more fully described in the deed of trust above mentioned.
1 IN WITNESS WHEREOF, said FIRST AMERICAN TITLE INSURANCE COMPANY,Trustee, has caused itscorporate
name and seal to be hereto affixed by its Assistant Secretary,thereunto duly authorized.
Dated: March 26, 1987 FIRST AMERICAN TITLE INSURANCE COMPANY
Transcontinental Title Company has
recorded this instrument by request as an
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effect upon the title to any real property ;,Asststa"t�se`ratarti'
that may be described therein,
STATE OF CALIFORNIA )ss.
COUNTY OF San Di CEO
On March 26, 1987 ,before me, .,
the undersigned, a Notary Public In and for said State, personally
appeared Linda C. Andreoli
personally known tome to be the person who executed the within Instru-
ment as Assistant Secretary,on behalf of First American Title Insurance -- -
Company,the corporation therein named,and acknowledged to me that _ -such corporation executed the it instrume as Trustee. `OFFICIAL SEAL
E: HAWTHORNS
WITNESS my he o Ial e NOTARY PUBLIC CALIFORNIA -
l PRINCIPAL OFFICE IN
7/ ) ""°•"'^ SAN DIEGO COUNTY _
Signature My Commission Expims Jmuery 4, 1997
(This area for official seal)
N Q Q 1 r_ 1 Q 1323(7182)