KSL/Indemnity Bond - 2002LANDHOLDINGS, Inc.
1A
June 25, 2002
Mark Weiss
La Quinta Redevelopment Agency
78 -495 Calle Tampico
La Quinta, CA 92253
Re: KSL /City Ranch Transaction
Indemnity Bond
Dear Mark:
Pursuant to Section 36(b) of that certain Agreement of Purchase and Sale and
Joint Escrow Instructions by and between KSL Land Holdings, Inc. ( "KSL ") and La
Quinta Redevelopment Agency ( "LQRA ") ( "Purchase Agreement'), enclosed please find
an original Bond in favor of LQRA as Obligee. The Purchase Agreement provides that
upon the Close of Escrow KSL will deliver to LQRA the attached Bond. Please accept
this letter as authorization for LQRA to hold the attached Bond in Trust, for use by
LQRA from and after the Close of Escrow as defined in the Purchase Agreement.
Should you have any questions, please do not hesitate to contact me.
KSL
William J.
Enc.
cc: Kathy Jenson, Esq.
Richard T. Deihl, Esq.
The undersigned hereby acknowledges receipt of the original Bond a copy of
which is attached to this letter.
La Quinta Redevelopment Agency,
C
Mark Weiss
Date: June 25, 2002
55.920 PGA Boulevard • La Quinta, CA 92253 • (760) 564.8000 • Fax (760) 564 -7131
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INDEMNITY BOND
Bond No.: 82692OS
Premium: $60,000.00
6 year term
T7 now All Men by These presents, that we KSL Land Holdings, Inc., a Delaware corporation and KSL Desert
A esons, Inc., a Delaware corporation, together as Principal, and Developers Surety and Indemnity Company,
-�a
corporation, duly organized under the laws of the state of Iowa and duly licensed to conduct a general
surety business in the State of California, as Surety, are held and firmly bound unto La Quinta Redevelopment
Agency, a public body and corporate politic and the indemnified parties (as identified in the Purchase Agreement),
together as Obligee, in the sum of Five Hundred Thousand Dollars ($500,000.00) lawful currency of the United
States of America, well and truly to be paid, we bind ourselves, our heirs, executors and successors, jointly and
severally by these presents.
WHEREAS, Principal and Obligee have entered into that certain Agreement of Purchase and Sale and Joint Escrow
Instructions dated May 22, 2002, (the "Purchase Agreement ") wherein Principal agreed to sell to Obligee that
certain parcel of land located in the City of La Quinta, County of Riverside, State of California; and
WHEREAS Principal is the successor in interest to LML Development Corp. ( "LML ") and Landmark Land
Company of California, Inc. ( "Landmark ")under those certain unrecorded agreements (collectively, the "PGA
Agreements ") by and between (1) The Professional Golfers' Association ( "PGA ") and LML, and (2) PGA Tour, Inc.
( "Tour ") and Landmark; and
WHEREAS, Principal has agreed to indemnify and hold Obligee harmless as specified by the provisions of Article
36(b) of the Purchase Agreement; and
WHEREAS, Article 36(d) of the Purchase Agreement requires that Principal shall furnish a good and sufficient
bond of indemnification.
NOW THEREFORE, if Principal shall save harmless and indemnify Obligee from any claim, demand or liability
which may arise, at law or in equity, within the terms of Article 36(b) of the Purchase Agreement, then this
obligation shall be void, otherwise to remain in full force and effect, subject to the following conditions:
1. If Surety receives a certification from Obligee setting forth the matters as described hereinbelow, then Surety
shall fully protect, indemnify and save harmless the Obligee against any and all claims arising from the enforcement
or attempted enforcement of the PGA Agreements. Obligee's certification to Surety shall specify as follows:
A. An event of enforcement or an attempted enforcement of either or both of the PGA Agreements by
the PGA and/or the Tour or by their successors in interest has occurred;
B. Obligee promptly tendered the matter to the Title Company and pursued Obligee's rights against the
Title Company with all reasonable non - litigation diligence;
C. The enforcement or attempted enforcement of either or both of the PGA Agreements by the PGA
and/or the Tour or by their successors in interest has resulted in claims, demands, actions, judgment liens,
costs, bond redemption costs, expenses, liabilities, encumbrances, damages, or legal proceedings against
Obligee;
D. Obligee has made a written demand against Principal and KSL Desert Resorts seeking indemnity as
required under Section 36(b) of the Purchase Agreement; and
E. Thirty (30) days have expired since such written demand was made by Obligee against Principal and
Principal has failed to comply with Principal's financial obligations and demand is hereby made on Surety
to endeavor to comply with Principal's financial obligations under Article 36 of the Purchase Agreement.
2. The aggregate liability of Surety shall in no event exceed the penal sum hereof, regardless of the number of
years the bond remains in force.
3. This bond shall be continuous in effect and shall remain in full force until (a) January 1, 2008, or (b) the
release and surrender of this bond by Obligee; whichever shall first occur.
4. The premium payable for this bond shall be made by and shall be the sole obligation of Principal and Obligee
shall have no responsibility for such payment, nor shall the non - payment of any premium affect the validity of the
bond.
5. Surety waives any defense related to the impossibility, illegality, incapacity, bankruptcy or receivership of
Principal in connection with the obligation of Principal hereunder, provided however, Obligee has complied with
those conditions set forth herein.
WITNESS MY HAND AND SEAL this 25" day of June, 2002.
KSL LAND HOLDINGS, INC.
By:
4i
Its: SGN1tr- W(A . {
KSL DESERT RESORTS, INC.,
r'
Its: r iGE sio riccT
DEVELOPERS SURETY AND INDEMNITY
COMPANY
By:
��� (YX
Diane TJ Nielsen Attorney -in -Fact
Insco Insurance Services, Inc.
Underwriting Manager for:
Developers Surety and Indemnity Company $ Indemnity Company of California
17780 Fitch
Irvine, CA 92614
(949) 263 3300
www.inscodico.com
STATE OF CALIFORNIA
}
COUNTY OF RIVERSIDE
ON (D1 J6) - , BEFORE ME,
LUIS GARCIA, Notary Public
PERSONALLY APPEARED: DIANE M. NIELSEN
Capacity Claimed By Signer(s):
O Individual(s) ( ) Corporate
O Trustee(s) ( ) Guardian /Conservator
( ) Partner(s) (X) Attorney In Fact
( ) Other:
Personally known to me (or proved to me on the basis of satisfactory evidence) to be the person (s)
whose name (s) is /are subscribed to the within instrument & acknowledged to me that he /she /they
executed the same in his /her /their authorized capacity (ies), and that by his /her /their signatures (s) on
the instrument the person (s), or the entity upon behalf of which the person (s) acted, executed the
instrument.
LUIS=LA
WITNESS my hand and official seal. Commiaelons1310�69 _
Notary Public- California ;t
Riverside County
Ay Comm. E*rw Jul 20, 2005
Signature:
Luis Garc
ALL PURPOSE ACKNOWLEDGMENT
POWER OF ATTORNEY FOR
DEVELOPERS SURETY AND INDEMNITY COMPANY
INDEMNITY COMPANY OF CALIFORNIA
PO BOX 19725, IRVINE. CA 92623 +1949) 263 -3300
KNOW ALL MEN BY THESE PRESENTS, that except as expressly limited. DEVELOPERS SURETY AND INDENI.NITY COMPANY and INDEMNITY COMPANY
OF CALIFORNIA, do each severally, but notjointly, hereby make. Constitute and appoint
" "PAUL W. LEWIS, ANN WILLARD, DIANE M. NIELSEN, VAN G. TANNER, MATT
COSTELLO, JEANETTE MCCULLOCH, LINDA N. WELD, EDWARD J. TALEN, JOINTLY OR
SEVERALLY '
as the true and lawful Attorncy(s) -in -Pact, to make, execute, deliver and acknowledge, for and on behalf of said corporations as sureties, bonds, undertakings and contracts
of suretyship giving and graining time said Attomcy(s) -in -Fact full power and authority to do and to perform every act necessary, requisite or proper to be done in
connection therewith as each of said corporations could do, but reserving to each of said corporations full power of substitution and revocation, and all of the acts of said
Auomcy(s) -in -Fact, pursuant to these presents, are hereby ratified and cont -mted.
This Power of Attorney is granted and is signed by facsimile under and by authority of the following resolutions adopted by the respective Board of Directors of
DEVELOPERS SURETYAND INDEMNITY COMPANY and INDEMNITY COMPANY OF CALIFORNIA, effective as of November 1, 2000:
RESOLVED, that the Chairman of the Board, the President and any Vice President of the corporation be, and that each of them hereby is, authorized to execute Powers of
At Forney, qualifying the attorrcy(s) named in the Powers of Attorney to execute, on behalf of the corporations, bonds, undertakings and contracts of suretyship; and that the
Secretary or any Assistant Secretary of the corporations be, and each of them hereby is, authorized to attest the execution of any such Power of Attorney;
RESOLVED. FURTHER. that the signatures of such oBisrs maybe affixed to any such Power of Auomcv or to any certificate relating thereto by facsimile, and any such
Power ofAttomcy or certificate bearing such facsimile signatures shall be valid and binding upon the corporation when so zNixed and in the future with respect to any bond.
undertaking or contract of suretvship to which it is attached.
IN WITNESS WHEREOF, DEVELOPERS SURETY AND INDEMNITY COMPANY and INDEMNITY COMPANY OF CALIFORNIA have severally caused these
presents to be signed by their respective Executive Vice President and attested by their respective Secretary this 81" day of November, 2000.
David H. Rhodes, Executive Vice president
Bv: �' V V t
Walter A. Crowell, Secretary
STATE OF CALIFORNIA )
)SS.
COUNTY OF ORANGE )
; I AND, ryOS,•.
�PPO1�T 6`2'2 ; =
SEAL
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On No, ember 8. 2000, before me, Diane J. Kawata. personally appeared David H. Rhodes and Walter A. Crowell. personally known to me (or proved w me on the basis or
satisfactory evidence) to be the persons whose names arc subscribed to the within instrument and acknowledged to me that they executed the same in their authorized
capacities, and that by their signatures on the instrument the entity upon behalf of which the persons acted, executed the instrument.
WITNESS my hand and official seal.
Signature ),,, A
CERTIFICATE
DIANE J. KAWATA
COMM. 01167M
D . NOTARY PUBLIC - CALIFOflJBA
m ORANGE COUNTY
Mg Comm bar Jan. 8, 20C2
The undcr..ianed, as Chid' Oocmtin^ Officer or DEVELOPERS SURETY AND INDEMNITY COMPANY and INDEMNITY C'ONI PAN)' OF CALIFORNIA, doe'
hereby eerily that the foregoing Power )I Aucmey remains in full force and has not been revoked, and furthermore. that the precisions of the resolutions of th- resocctise
Boards of Directors of said corparations set forth in the Power ofAttomcy, are in force as of dm dale of this Ocruncate.
2002
This Certificate is escnucd in the City of Irvine. Calilom 25th ia, the day of June
By