HomeMy WebLinkAboutRDA 95-101
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RESOLUTION NO. RDA 95-10
A RESOLUTION OF THE REDEVELOPMENT AGENCY OF
THE CITY OF TUSTIN, CALIFORNIA, FINDING THAT
THE USE OF TAXES ALLOCATED FROM THE SOUTH
CENTRAL PROJECT AREA FOR THE PURPOSE OF
ACQUIRING PROPERTY AND REHABILITATION
ACTIVITIES AT 14722 NEWPORT AVENUE WILL BE OF
BENEFIT TO THE PROJECT.
The Redevelopment Agency of the City of Tustin does
hereby resolve as follows:
WHEREAS, the Community Redevelopment Agency of the
City of Tustin (the "Agency") has adopted a Redevelopment
Plan (the "Redevelopment Plan") for the South .Central
Project Area (the "Project"); and
WHEREAS, the Redevelopment Plan provides for the
allocation of taxes from the Project Area; and
WHEREAS, Section 33445 of the Health and Safety Code
provides that Redevelopment tax increment funds may be
used outside of a project area if a finding is made by
funds of the Agency and the City Council that such use
wi 11 be of benefit to the adjacent Project Area and there
are no other reasonable means of financing the
acquisition and cost of improvements; and
WHEREAS, the City of Tustin has determined that
development of a youth center would benefit the
Southwesterly portion of the City, the boundary of which
includes residential target areas located immediately
adjacent to but outside the South Central Redevelopment
Project Area; and
WHEREAS, the South Central Redevelopment Project
Area and Five Year South Central Project implementation
authorizes the upgrading of substandard public
infrastructure systems and public facilities and the
installation and construction of new public improvements
to meet the requirements of existing and new development
in the South Central Project Area.
WHEREAS, the South Central Five Year Implementation
Plan specifically recommended a program to provide
recreation facilities to benefit children, young adults
and families in the South Central Project Area.
Resolution No. RDA 95-10
Page 2
1
2
3 NOW, THEREFORE, the Community Redevelopment Agency of the
City of Tustin does hereby find and resolve as follows:
4
Section 1: The Agency hereby finds that the use of
5 taxes allocated from the South Central Project Area to be
used outside the boundaries of the Project Area for the
6 purpose of acquisition and rehabilitation activities at
14722 Newport Avenue for development of a youth center
7 will be of direct benefit to the South Central Project
Area and that no other reasonable means of financing for
8 said project are available in the Community.
9 PASSED AND ADOPTED at a regular meeting of the
Redevelopment Agency held on the 20th day of November
10 1995.
11
Jim Pot s
12 Redeye pment Chairperson
13
14 amela Stoke
City Clerk
15
STATE OF CALIFORNIA )
16 COUNTY OF ORANGE ) SS
CITY OF TUSTIN )
17
CERTIFICATION FOR RDA RESOLUTION NO. 95-10
18
PAMELA STOKER, City Clerk and ex-officio Clerk of the
19 ~ Redevelopment Agency of the City of Tustin, California
does hereby certify that the whole number of the numbers
20 of the Redevelopment Agency of the City of Tustin is 5;
that the above and foregoing RDA Resolution No. 95-10 was
21 duly and regularly introduced, passed and adopted at a
regular meeting of the Redevelopment Agency held on the
22 20th day of November, 1995, by the following vote:
23 COUNCILMEMBER AYES: Potts, Worley, Doyle, Saltarelli, Thomas
COUNCILMEMBER NOES : None
24 COUNCILMEMBER ABSTAINED: None
COUNCILMEMBER ABSENT: None
25
26
LA STOKER
27 City Clerk
DO:BR\RDARESOS\95-10
28
PURCHASE AND SALE AGREEMENT
This Agreement is made as of , 1995, by and between Lynda L. Lankford as
Trustee, for the Estate of Physicians' Office Services, Inc., Case No. 92-12394, Chapter
7, United States Bankruptcy Court, Western District of Texas, (hereinafter "Seller"), and the
Tustin Community Redevelopment Agency, a California community redevelopment agency
(hereinafter "Buyer").
RECITALS
1. This Agreement concerns real property located at 14722 Newport Avenue,
in the City of Tustin, County of Orange, State of California. The property comprises Orange
County Assessor's Parcel No. 432-141-12, and is further described in Exhibit A, attached
hereto and incorporated herein by this reference (hereinafter the "Property").
2. Physicians' Office Services, Inc. currently holds legal title to the Property,
subject to certain easements, liens and instruments noted in the official records of Orange
County, California.
3. The Property is listed as an asset of Physicians' Office Services, Inc., in a
bankruptcy filed under Chapter 7 (Case No. 92-12394, Chapter 7, United States
Bankruptcy Court, Western District of Texas).
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties agree as follows:
AGREEMENT
Section 1: Agreement to Sell and to Purchase
Pursuant to Section 63 of the Bankruptcy Code and subject to the terms and
conditions of this Agreement, Seller agrees to sell the Property, and Buyer agrees to
purchase the Property, free and clear of all liens, claims and encumbrances. This sale
shall be consummated through an escrow established with First American Title Insurance
Company, 114 East Fifth Street, Santa Ana, California 92701, Attention: Eric Bowen
(hereinafter "Escrow Holder"). Upon written notice to Buyer from Seller of the approval of
this Agreement by the United States Bankruptcy Court, Western District of Texas (the
"Court Approval"), and no objection having been filed or appeal having been taken from the
Court Approval, the parties shall deposit fully executed identical escrow instructions with
Escrow Holder. Seller shall execute acknowledge and deliver into escrow a grant deed,
as described in Section 3 herein, to be recorded at close of escrow conveying the Property
directly to Buyer. Seller shall also execute and deliver into escrow (a) a copy of the Court
Approval authorizing Seller to sell the property; (b) a letter from Seller stating that to the
best of Seller's knowledge there are no tenants or unrecorded leases for the Property.
Upon satisfaction of the foregoing conditions and Buyer's conditions described in Section
10 herein, the purchase price shall be paid by Buyer through escrow. The date for close
of escrow shall be thirty (30) days after the date of Court Approval, or within ninety (90)
days of Court Approval if a timely objection or appeal is filed, but in any event, no sooner
than satisfaction of Buyer's conditions described in Section 10 herein. The parties may
extend the date for close of escrow, by written agreement. "Close of escrow" means the
date when the grant deed to the Property from Seller to Buyer is recorded."
Section 2: Fixed Purchase Price
The purchase price fixed for the Property is four hundred, eighty thousand dollars
($480,000), and shall be paid by Buyer to Seller as follows:
2.1 Upon the opening of escrow Buyer shall pay five thousand dollars
($5,000.00) by wire transfer or certified check, payable to Escrow Holder for
the benefit of Seller, as a deposit to be applied to the purchase price at close
of escrow, ("Buyer's deposit"). Subject to Buyer's conditions and rights to
cancel in Section 10 herein, if Buyer refuses to perform its obligation in
Section 2.3 below, then at Seller's option this Agreement shall be cancelled.
In such event, Buyer shall pay all title company and escrow charges. Upon
demand of Seller, Escrow Holder shall release Buyer's deposit to Seller.
2.2 Escrow Holder shall be instructed to place Buyer's deposit into an interest-
bearing account for the benefit of Seller. The terms of the interest-bearing
account shall not prevent timely release or applications of the deposit, as
provided in this Agreement, for the benefit of Seller.
2.3 Upon satisfaction of Buyer's conditions as described in Section 10, Buyer
shall deposit into escrow for the benefit of Seller, the balance of the purchase
price, payable by wire transfer at least one business day before close of
escrow.
2.4 Out of the purchase price amount deposited by Buyer pursuant to Sections
2.1 and 2.3 herein, Escrow Holder shall pay all defaulted ad valorem real
property taxes, and assessments, and other defaulted taxes not discharged
in Case No. 92-12394, for which the Property remains liable, owing as of the
date of recordation of the grant deed. Subject to Seller's and Buyer's written
cost sharing agreement providing for a credit to Buyer, as described in
Section 10.4, if any, the balance of the purchase price remaining on deposit
shall be paid to Seller by Escrow Holder at close of escrow.
Section 3: Fee Simple Interest to be Conveyed
Seller shall by grant deed convey to Buyer a fee simple interest in the Property in
the form attached hereto as Exhibit "B", free and clear of all liens, claims, encumbrances,
1101-00001 2
15268_3
leases, deeds of trust, mortgages and assessments, except for current, general and special
real property taxes, bonds and assessments, except for all other matters of public record,
as .shown on a current title report for the Property, which shall have been approved by
Buyer as provided in this Agreement.
Section 4: Proration of Taxes. Bonds and Assessments
All general and special real property taxes, bonds and assessments shall be
prorated as of the date the grant deed is recorded, on the basis of a 30 day month. Any
supplemental tax bills shall be prorated between the parties outside of escrow. In no event
shall Buyer be responsible for paying any taxes, bonds or assessments for any period
before recordation of the deed.
Section 5: Easements not of Record
To the current, actual knowledge of Seller, Seller states to Buyer that as of the date
of this Agreement and as of the date of close of escrow, Seller has no actual knowledge
that the title conveyed to Buyer is encumbered by any easements, licenses, or other rights
not disclosed by the public record.
Section 6: Contracts Concerning Property
To the current, actual knowledge of Seller, Seller states that as of the date of this
Agreement, and as of the date of close of escrow, Seller has no actual knowledge of
contracts, licenses, leases, commitments, or undertakings respecting maintenance of the
Property or equipment on the Property, or the performance of services on the Property, or
the use of the Property or any part of it, or any agreement or contract of any kind pertaining
to the Property by which Buyer would become obligated or liable to anyone.
Section 7: Violations
To the current, actual knowledge of Seller, Seller states that as of the date of this
Agreement, and as of the date of close of escrow, Seller has no actual knowledge of
violations of any statute, ordinance, regulation or administrative or judicial order or holding,
whether or not appearing in public record, existing or to exist, with respect to the Property
or any improvements on the Property.
Section 8: Compliance with California Health and Safety Code Section 25359.7
As of the date of this Agreement and as of the close of escrow, Seller states that
Seller is aware of California Health and Safety Code Section 25359.7, and that Seller
represents and warrants that to the best of Seller's actual knowledge, and without any
independent investigation having been made by Seller, Seller neither knows of, nor has
reasonable cause to believe, that any release of hazardous substance has come to be
1101-00001
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located on or beneath the Property. To the current actual knowledge of Seller, there is no
proceeding or inquiry by any governmental authority, including without limitation the
Environmental Protection Agency or the California State Department of Health Services,
with respect to the release of hazardous substances on the Property or their migration
from or to other property. For purposes of this Agreement, the terms "release" and
"hazardous substance," shall be as defined in California Health & Safety Code §§25316,
25317, 25320 and 25321.
With respect to the statements made by Seller in Sections 5 through 8, Buyer
acknowledges that Seller, a Texas resident, has never seen the Property, and
has made no attempt to verify any of the conditions concerning any of the
matters referred to therein.
Section 9: Closing Costs
Buyer will pay the escrow fee, the premium for the ALTA Standard Owner's Title
Insurance Policy, any California documentary transfer taxes, and the fee to record the grant
deed.
Section 10: Buffer's Obligation to Perform Subject to Conditions
Buyer's obligation to perform this Agreement is subject to the satisfaction of the
following conditions, which are for Buyer's benefit only:
10.1 Approval of Title
Buyer's obligation to perform this Agreement is subject to Buyer's review and
approval of a title commitment by Escrow Holder. Escrow Holder shall be able to
issue in favor of Buyer an ALTA Standard Owner's Title Insurance Policy dated as
of the date of close of escrow, on its usual form, with liability not less than the
purchase price, covering the Property, showing title vested in Buyer, and showing
as exceptions only current, general and special real property taxes, bonds and
assessments not yet delinquent, and the exceptions to title that Buyer has approved.
10.2 Notice of Disapproval of Title Exceptions
Escrow Holder shall furnish to Buyer, prior to the date this Agreement is signed by
all parties, or as soon thereafter as possible, with a title commitment for an ALTA
title policy and legible copies of all documents reported as exceptions in it ("Title
Documents ). Buyer shall notify Seller and Escrow Holder in writing within twenty
(20) days 'after receipt of the commitment and the Title Documents of Buyer's
disapproval of any exception in those documents. If any supplemental title
commitment or documents are submitted, then Buyer shall notify Seller and Escrow
Holder in writing within ten (10) days after Buyer's receipt of such items of Buyer's
1101-00001 4
15268_3
disapproval of any title exception set forth therein. Failure of Buyer to timely notify
Seller and Escrow Holder in writing of Buyer's disapproval of any title exceptions
shall conclusively be considered as Buyer's approval of same. If Buyer disapproves
any title matter referred to in this paragraph, then, at Buyer's option, this Agreement
and the escrow shall be cancelled, and in such event Buyer shall pay all title
company and escrow charges.
10.3 Buyer's Election to Cancel
If Buyer, pursuant to Section 10.2, notifies Seller that Buyer disapproves any matter
set out in the title commitment or any supplement, or if Buyer delivers to Seller a
disapproval notice described in paragraph 10.4 below, or if there is a breach of any
representation given by Seller pursuant to this Agreement that is discovered by
Buyer before close of escrow, then if the notice is pursuant to Sections 10.2 or 10.4
(2) herein, Buyer may nevertheless elect to proceed to close the escrow, in which
event Buyer shall be deemed to have elected to waive such disapproval or breach,
or Buyer may elect to terminate this Agreement and the escrow, in which event this
Agreement shall be cancelled. In the case of a Section 10.4 (1) notice, Buyer and
Seller agree to proceed as specified in that section to negotiate an agreement to
share removal costs. If this Agreement and the escrow are terminated by Buyer's
election under this paragraph, then all funds or other things deposited by Buyer shall
be returned to Buyer immediately on demand. Buyer shall pay all title company and
escrow charges.
10.4 Buyer's Approval of Premises
Buyer's obligation to perform this Agreement is subject to Buyer's right to inspect
and approve the premises. As soon as possible but at least upon opening of
escrow, Seller shall permit Buyer to enter the Property to inspect the premises.
Buyer shall have thirty (30) days from the opening of escrow to deliver to Seller a
disapproval notice: (1) based on the presence of asbestos-containing materials
("AGMs") or polychlorinated biphenyls ("PCBs"), or both, on the Property and that
Buyer reasonably determines in good faith, based upon the advice of an
environmental consultant, should be removed safely and in accordance with law,
before construction, renovation or occupation of the premises by Buyer or (2) based
on the physical condition of the Property and Buyer has determined, in good faith,
that its intended use of the Property would not be practicable. In the event such
notice is delivered to Seller based on (1 ), Buyer and Seller agree to negotiate in
good faith, a written agreement to share the costs of removal of the AGMs or PCBs;
however, Seller's share shall not exceed 25% of the purchase price. Upon
execution by the parties such agreement shall be deposited into escrow. Seller's
agreed share of such costs shall be deducted by Escrow Holder from the purchase
price amount payable to Seller at close of escrow, and credited to the account of
Buyer, for release by Escrow Holder to Buyer at close of escrow.
1101-00001
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Section 11: Relocation Benefits
Seller hereby acknowledges that Seller and Buyer have agreed upon the purchase
price prescribed herein and have taken into account any claim Seller might have for
relocation assistance and/or benefits. Conditioned upon close of escrow, Seller hereby
expressly waives any and all rights and claims to any type, kind or amount of relocation
benefit whatsoever, including but not limited to such similar rights prescribed or any state,
federal or local law or regulation with respect to the Property.
Section 12: Warranties to Survive Delivery of Deed
All warranties, and other obligations stated in this Agreement shall survive delivery
of the deed.
Section 13: Notices
All notices and demands shall be given in writing either by personal service or by
registered or certified mail, postage prepaid, and return receipt requested, or by facsimile
transmission with a confirmation copy delivered by mail. Notice shall be considered given
on the date appearing on the return receipt, but if the receipt is not returned within five
days, then forty-eight (48) hours after mailed. Notices shall be addressed as shown below
for each party, except that, if any party gives notice of a change of name or address,
notices to that party shall thereafter be given as shown in that notice.
To Seller: Lynda L. Lankford
Chapter 7 Trustee
301 Congress Avenue, Suite 1400
Austin, Texas 78701
Facsimile: (512) 473-2159
l'o Buyer: Tustin Community Redevelopment Agency
300 Centennial Way
Tustin, California 92680
Attention: Christine Shingleton
Assistant Executive Director
Facsimile: (714) 832-0825
With a copy to: Rourke, Woodruff & Spradlin
701 South Parker Street, Suite 7000
Orange, California 92668
Attention: Lois E. Jeffrey, Esq.
Facsimile: (714) 835-7787
1101-00001 6
15268_3
Section 14: Binding on Successors
This Agreement inures to the benefit of, and is binding on the parties, their
respective heirs, personal representatives, successors and assigns.
Section 15: Integration Clause
This Agreement constitutes the entire Agreement between the parties and
supersedes any prior discussion, negotiations, or agreements whether oral or written
regarding the subject matter of this Agreement.
Section 16: Captions. Controlling Law
The captions heading the various paragraphs of this Agreement are for convenience
and shall not be considered to limit, expand or define the contents of the respective
paragraphs. This Agreement shall be interpreted under California Law and according to
its fair meaning, and not in favor of or against any party.
Section 17: Warranty of Authority to Enter into this Agreement
Attached hereto as Exhibit C is a certified Resolution of the Tustin Community
Redevelopment Agency, authorizing the execution of this Agreement on behalf of Buyer.
Seller's authority to enter into this Agreement shall be evidenced in writing by Court
Approval of the United States Bankruptcy Court, Western District of Texas.
Executed on the date first written above.
BUYER
TUSTIN COMMUNITY REDEVELOPMENT AGENCY,
A California Community Redevelopment Agency
By:
APPROVED AS TO FORM:
~•
Lois E. Jeffre G ' eral C nsel
Executive Director/Assistant Executive Director
1101-00001 ~
15268_3
SELLER
1101-00001
15268 3
LYNDA L. LANKFORD, Chapter 7 Trustee for
the Estate of Physicians' Office Services, Inc.
8
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EXHIBIT "B"
WHEN RECORDED MAIL TO:
Tustin Community Redevelopment
Agency
300 Centennial Way
Tustin, CA 92680
Attention: Christine Shingleton
Assistant Executive Director
Space Above This Line For Recorder's Use
MAIL TAX STATEMENTS TO:
SAME AS ABOVE
DOCUMENTARY TRANSFER TAX $ -0-
_Computed on the consideration or value of property
conveyed; OR
_ Computed on the consideration or value less liens or
encumbrances remaining at time of sale.
exempt -public agency
Signature of Declarant or Agent determining tax -Firm Name
GRANT DEED
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, LINDA
K. LANKFORD, Chapter 7 Trustee for the Estate of Physicians' Office Services, Inc. hereby
GRANT(S) to the TUSTIN COMMUNITY REDEVELOPMENT AGENCY the real property
in the City of Tustin, County of Orange, State of California, described as
See Exhibit "A" attached hereto
and incorporated herein by this
reference.
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Sir ~T~"_'S, -=~ •---~ O: =' ___
STATE OF TEXAS )
ss
COUNTY OF )
Before me (here insert the name and
character of the officer), on this day personally appeared Lynda L. Lankford, Chapter 7
Trustee for the Estate of Physicians' Offices Services, Inc., known to me (or proved to
me on the oath of ) to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that she executed the
same for the purposes and consideration therein expressed, and in the capacity therein
stated. Given under my hand and seal of office this day of ,
A. D. 199_.
[SEAL]
Title:
1101-ooooz
19904_1