HomeMy WebLinkAboutRDA PURCHASE PROP 05-02-94RDA NO. 4
5-2-94
.~TE: MaY 2, 1994
lnter-Com
TO: WILLIAM A. HUBTON, EXECUTIVE-DIRECTOR
FROM: COMMUNITY DEVELOPMENT DEPARTMENT
SUBJECT: PURCHASE OF PROPERTY AT 1021 EAST EDINGER STREET
RECOMMENDATION
It is recommended the RedevelOpment Agency
1. Adopt Resolution No. RDA 94-5 certifying a Negative
Declaration dealing with the acquisition of the property.
2. Approve the Purchase and Sale Agreement by and between
Case Swayne Company, Inc., the limited partnership known as 1021
East Edinger Street and the Tustin Community Redevelopment Agency
for the property at 1021 East Edinger Street to acquire right-of-
way for the Newport Avenue extension to Edinger Street.
3. Appropriate $2,900,000 from the South Central
Redevelopment Project Capital Projects Fund for the acquisition of
the property.
FISCAL IMPACT
If the Purchase and Sale Agreement is approved, the Redevelopment
Agency will pay a total of $2,900,000 for the property. Once the
right-of-way is set for the Newport Avenue Extension, the Agency
will likely be able' to recover a significant portion of its
acquisition price through either the sale or long term lease of the
portions of the property not required for the right-of-way.
BACKGROUND
The Redevelopment Agency, in a closed session on June 21, 1994,
authorized, staff to initiate negotiations for the acquisition of
property identified as the Case Swayne property, located at 1021
East Edinger Street.
The Case Swayne Co., Inc. originally approached the Agency staff in
early 1993 regarding the possible interest the Agency might have in
purchasing the property for the proposed Newport Avenue extension.
Case Swayne was interested in selling since they are moving their
corporate headquarters from Orange County to Chino.
William A. Huston
May 2, 1994
Page 2
Because the projected needed right-of-way for the Newport Avenue
extension south of the existing railroad right-of-way and flood
control channel would necessitate acquisition of significant
portion of this property, it was the Agency's desire to purchase
the property at this time rather than wait to acquire it when the
final alignment design was completed. As a result, the Agency will
be able to take advantage of the depressed industrial property
values in Orange County and will eliminate a potential eminent
domain action some. time in the future.
The Case Swayne property is currently composed of three properties
and is 4.16 acres in size, or 181,210 square feet. The property is
improved with a 59,200 square foot, one story, concrete tilt-up
industrial building which was constructed in three attached
segments (1955, 1962 and 1965), cover storage area, surface
parking,~ some undeveloped land, and an advertising (billboard)
sign. The property is currently zoned Planned Community and is
regulated by the Pacific Center East Specific Plan.
The Engineering Division has performed a preliminary analysis of
the effect that the Newport Avenue extension and widening of
Edinger Avenue would have on the Case Swayne property. While
preliminary engineering plans are not yet in a satisfactory state
of completion, it appears based on a conservative assessment that
at least 1.8 acres'of the total 4.1 acres of the property would be
need to be acquired for the roadway and slope maintenance purposes.
This could potentially provide two residual areas: a .8 acre site
west of the Newport Avenue extension and a 1.5 acre site east of
the extension.
As required by Redevelopment Law, the Agency obtained a full
appraisal of the property from Stephen G. White, MAI, which as
completed on May 21, 1993. It was based on Mr. White's inspection
of the property and analysis of matters pertaining to value, using
the three standard methods of appraising industrial property (the
cost approach, the sales comparison approach and the income
approach). This appraisal resulted in the conclusion the market
value of the property was $2,900,000, which includes a $150,000
value of the billboard, which Case Swayne currently leases to
Gannett Outdoor Company of Southern California.
A copy of the full appraisal report is on file in the Community
Development Department for your review.
The South Central Redevelopment Plan identifies, as major
priorities, the southerly extension of Newport Avenue and its
crossing under the existing railroad right-of-way and flood control
channel, construction of a new ramp interchange at Edinger Street
and the SR 55 freeway, improvements to Edinger Street and
associated water, storm drain and utility improvements.
William A. Huston
May 2, 1994
Page 3
Development of these needed capital improvements cannot occur
without the purchase of certain properties within the South Central
Project Area, in particular the Case Swayne property. Acquisition
is therefore essential to implementation of the South Central
Redevelopment Plan, the City of Tustin General Plan and the Pacific
Center East Specific Plan.
PROPOSED S~LE TERMS
Under State Redevelopment Law, the Redevelopment Agency must have
outstanding debt in order to collect tax increment. Because of
this, the Agency requested Case Swayne to accept a note on the
property for a three year term. Case Swayne agreed to this,
providing an existing deed of trust on the property is paid off at
close of escrow.
The following are the terms and conditions of the Proposed sales
agreement:
PAYMENT
The purchase price will be $2,900,000, segregated as
follows:
Land and Improvements pertaining
to realty (Fixtures and
equipment)
Value of Billboard Lease
TOTAL
$2,750,000
150,000
$2,900,000
Upon close of escrow, the Agency shall pay the sum
necessary to fully reconvey the existing deed of trust
not to exceed $1,650,000. The actual amount to be paid
by the Agency shall be the actual amount outstanding as
of the close of escrow.
The remainder of the purchase price shall be paid over a
three year period, with interest. Interest payments
shall be paid on a quarterly basis. Principal reduction
payments shall be made annually. The interest rate shall
be 75% of First Interstate Bank (FICAL) Prime Rate.
Currently this will result in an interest payment of
5.06%. If the prime rate changes before the close of
escrow, the interest rate will be adjusted accordingly.
The following is the proposed schedule of payments:
INTEREST PAYMENTS
Paid quarterly on unpaid
balance
William A. Huston
May 2, 1994
Page 4
PRINCIPLE PAYMENTS
1/3 of Principle
1/3 of principle
1/3 of principle
1 year after close of escrow
2 years after close of escroW
3 years after close of escrow
CONDITIONS
Title to the property shall be delivered free and clear
of all monetary liens and encumbrances, as well as any
and all leases, subleases and month-to-month rentals to
any third parties, including the billboard lease and
removal of the billboard itself. Title will continue to
be subject to all other covenants, conditions,
restrictions, easements and other title matters of
record.
A Phase I Assessment of Toxic and/or Hazardous Materials,
completed by a competent environmental analysis firm
acceptable to both the Agency and Case Swayne, shall be
provided by Case Swayne for both the land and any
improvements on the property. The property will meet all
applicable State and Federal laws with respect to
hazardous and/or toxic wastes and contaminated soils.
Any soils contamination must be remediated prior to
acquisition. The owner will warrant that any fixtures,
buildings and/or improvements have not been subject to
toxic or hazardous substances.
Escrow shall open on or about May 3, 1994 with the intent
to close escrow by June 3, 1994.
Case Swayne will waive all rights to relocation
assistance to which it may be entitled under federal,
state and local laws.
The transaction will take place under threat of
condemnation.
NEGATIVE DECLARATION
Under the California Environmental Quality Act (CEQA), the Agency
must consider the potential environmental impacts of the actions it
takes. If it meets the statutory and regulatory requirements, an
action can be determined to be "categorically" exempt from further
environmental analysis. This acquisition does meet any of the
categories of actions which are exempt.
William A. Huston
May 2, 1994
Page 5
The Staff therefore prepared an initial study to analyze potential
environmental impacts. Based on this initial study, the Staff is
required to prepare (1) a Negative Declaration finding no potential
for significant environmental impacts, (2) a Negative Declaration
with measures to mitigate identified significant environmental
impacts, or (3) a full environmental impact report to fully analyze
the potential significant environmental impacts analyze and propose
means to mitigate them.
The Staff prepared the initial study and determined there are no
potential significant environmental impacts from this acquisition.
These findings were formally made on December 22, 1993. Pursuant
to the requirements of CEQA, staff issued a public notice of this
finding, allowing for public comment on this finding through
January 13, 1994. No public comments were received during the
public review period.
Therefore, the Staff recommends adoption of resolution No. RDA 94-
5, certifying the negative declaration.
A copy of the Initial Study is attache~f~r~your review.
~.~~ ' ~i ~d Z,~m~er
Christine A
Assistant City Ma~er ~ .edevelop~ ~nt Program Manager
r z i~e r ~ c a s swan ~ rdarprt, mem
PURCHASE AND SALE AGREEMENT
This Agreement is made as of May 2, 1994, by and between
CASE-SWAYNE CO., INC., a Nevada corporation ("Case-Swayne,,),
1021 EAST EDINGER STREET, a California limited partnership
("Seller"), and the TUSTIN COMMUNITY REDEVELOPMENT AGENCY, a
California community redevelopment agency ("Buyer").
1. W_arranty of Corporate and Partnership Authority. Case-
Swayne warrants that it is a corporation organized and existing
under the laws of the State of Nevada; that Keith D. Swayne is
the President of Case-Swayne and Joe McCarthy is the Vice-
President Finance, CFO of Case-Swayne and are authorized to
execute this Agreement on its behalf. Seller warrants that it is
a limited partnership organized and existing under the laws of
the State of California; that Iva M. Swayne, Trustee of The
Swayne Community Property Trust established April 14, 1975, by
Amos C. Swayne and Iva M. Swayne, Trustors, and Keith D. Swayne
and Judith K. Swayne, Co-Trustees of The Swayne Trust established
October 7, 1981, by Keith D. Swayne and Judith K. Swayne,
Trustors, are general partners of Seller and are authorized to
execute this Agreement on its behalf. Buyer warrants that it is
a community redevelopment agency organized and existing under .the
laWs of the State of California; that Christine Shingleton is the
Assistant'Executive Director of Buyer and is authorized to
execute this Agreement, as well as the Buyer's Note and the
Buyer's Deed of Trust referenced herein, on its behalf.
2. ~ransaction Approval Case-Swayne represents that this
transaction has been approved ~y a resolution of its board of
directors and a certified copy of that resolution which remains
in effect is attached as Exhibit A-l. Seller represents that
this transaction has been'approved by the written consent of the
required number of its general and limited partners, and a
certified copy of that written consent which remains in effect is
attached as ~xhibit A-2. Buyer represents that this transaction
has been approved by an order of its board of directors or other
governing body, and a certified copy of that order which remains
in effect is attached as Exhibit A-3. In the event that any of
the approvals to be attac~ed to this Agreement as ~xhibit
Exhibit A-2 or Exhibit A-3 are not available as of the date ~his
Agreement is executed by the parties, each party shall use its
best efforts to obtain such approvals and to attach copies of
such approvals to this Agreement as Exhibit A-i, ~xhibit A-2
and/or Exhibit A-3, as applicable, as soon as is reasonably
possible following the execution of this Agreement by all
parties; provided, however, that this Agreement shall be
effective and binding upon each of the parties only after this
Agreement has been duly approved by all of the parties, as
evidenced by the attachment of all such approvals to this
Agreement as Exhibit A-Z, Exhibit A-2 and Exhibit A-3,
respectively. '"
3. Agreement to se~l and To Purchase; Description of
Property. Case-swayne and Seller agree to sell and Buyer agrees
to purchase the property located~at.~i~.t021 Edinger Avenue, City of
Tustin, County of Orange, State of California, and described in
Exhibit B attached hereto (the "property"). Case-Swayne
currently holds legal title to the property, subject to that
certain Long Form Security (Installment) Land Contract between
Case-Swayne, as Vendor, and Seller, as Vendee, dated April 3,
1986, and recorded April 7, 1986, as Instrument No. 86-137987, in
the Official Records of Orange County, California, as amended by
that certain First Amendment to Long Form Security (Installment)
Land Contract between the same parties, dated October 13, 1992,
and recorded on October 28, 1992, as Instrument No. 92-733265, in
the Official Records of Orange County, California (collectively,
the "Land Contract"). At the close of escrow, Case-Swayne shall
execute, acknowledge and deliver a grant deed to be recorded at
the close of escrow conveying the property directly to Buyer, the
purchase price under this Agreement shall be paid by Buyer to
Seller through the escrow, and Seller shall pay to Case-Swayne
the unpaid balance of the purchase price under the Land Contract.
Buyer acknowledges and agrees that Seller shall have the right to
pledge or assign in favor of Case-Swayne the Buyer's Note and the
Buyer's Deed of Trust payable by Buyer to Seller under this
Agreement as security for the unpaid balance of the purchase
price under the Land Contract owing from Seller to Case-Swayne, .
and that the payment terms of the Land Contract between
Case-Swayne and Seller may be modified and/or extended pursuant
to a separate written agreement to be entered into between
Case-Swayne and Seller. In addition, the existing lease between
Seller and Case-Swayne for the occupancy of the property will be
cancelled at the close of escrow under this Agreement.
It is understood and agreed by each and among all of the
parties to this Agreement that the Land Contract shall in no
event have any consequence, force or effect upon the rights,
duties, obligations, privileges and/or complete title of Buyer in
and to the property and shall only be of consequence as to the
contractual obligations between Seller and Case-Swayne
thereunder, and that any failure of Seller to pay monies or
otherwise perform any or all of the obligations Seller has to
Case-Swayne pursuant to the terms of the Land Contract or any
other agreement or agreements between Seller and Case-Swayne
shall have no financial or other effect or impact upon Buyer or
Buyer's full, complete and good title to the property. Any and
all obligations of Seller to Case-Swayne, financial or otherwise,
under the Land Contract shall be matters solely between Seller
and Case-Swayne and of no effect upon Buyer or Buyer's title to
the property.
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4. Purchase Price.
4.1 ~ixed Pric~. The purchase price for the property is
Two Million Nine Hundred Thousand Dollars ($2,900,000), and shall be
paid by Buyer to Seller as follows:
a. At the close of escrow, from the funds otherwise
to be payable to Seller, Buyer. shall through escrow pay the amount
necessary to pay off the outstanding balance on the existing Deed of
Trust on the property and to obtain a full reconveyance of said ·
existing Deed of Trust upon the property in favor of Bank of America
National Trust and Savings Association, a national banking
association ("Bank"), which Deed of Trust is dated December 30,
1985, and was recorded on January 6, 1986, as Instrument
No. 86-004382, in the Official Records of Orange County, California,
and was modified by that certain Modified and Restated Loan
Agreement and Modification to Deed of Trust (Short Form) dated
October 13, 1992, and recorded on October 28, 1992, as Instrument
No. 92-733266, in the Official Records of Orange County, California
(collectively, the "Bank Deed of Trust"). The approximate
outstanding balance on the Bank Deed of Trust is One Million Five
Hundred Thousand Dollars ($1,500,000). The actual amount to be paid
by Buyer shall be the actual amount outstanding under the Bank Deed
of Trust at the close of escrow; provided, however, that in no event
shall Buyer be obligated to pay more than One Million Six Hundred
Fifty Thousand Dollars ($1,650,000) upon the outstanding balance of
said Bank Deed of Trust. The amount actually paid by Buyer shall be
credited to the purchase price under this Agreement, and shall also
be credited to the unpaid balance of the purchase price under the
Land Contract. This amount shall be payable through the escrow by
check drawn to the order of First American Title Insurance Company
(hereinafter "Escrow Holder").
b. Buyer shall execute and deliver into escrow for
delivery to Seller at close of escrow a promissory note ("Buyer's
Note") in the form attached hereto, marked Exhibit C-] and
incorporated herein by this reference, for the balance of the
principal of the purchase price which shall be paid by Buyer to
Seller in three equal annual installments of principal over a three
year period. The first installment shall be due on the first
anniversary of the close of escrow. The second and third'
installments, respectively, shall be due on the second anniversary
date of the close of escrow and the third anniversary date of the
close of escrow. The Buyer's Note shall bear interest on the unpaid
balance at the rate of seventy-five percent (75%) of the First
Interstate Bank (FICAL) prime rate in effect as of the close of
escrow. Interest payments shall be paid by Buyer quarterly with the
first payment to be paid three months after the date escrow closes
and each three months thereafter until such time as the purchase
price has been paid in full. Escrow holder shall complete the
Buyer's Note when the principal amount has been established and
insert the necessary dates, all in accordance with the provisions of
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these instructions. The Buyer's Note shall be secured by a deed of
trust ("Buyer's Deed of Trust") in the form attached hereto, marked
Exhibit C-~ and incorporated, heretically this reference, which Buyer
shall execute, acknowledge and deliver into escrow, and which shall
be recorded at the close of escrow as a first trust deed lien
against the property. Both the Buyer's Note and the Buyer's Deed of
Trust shall include a due-on-sale clause.
5. ~scrow. This sale shall be consummated through an escrow
established with First American Title Insurance Company, 114 East
Fifth Street, Santa Ana, California 92701, Attention: Judy Moore.
The closing date for the escrow will be June 3, 1994, unless such
date is extended by the mutual written agreement of the parties.
Escrow shall be considered opened when the parties ~eposit fully
executed identical escrow instructions with Escrow Holder and "close
of escrow" shall be when the grant deed to the property from Case-
Swayne to Buyer is recorded.
Within fifteen (15) days after execution of this
Agreement, each party shall execute and deliver to the Escrow Holder
any and all of its written instructions consistent with the terms of
this Agreement and shall provide the Escrow Holder with such other
information, documents, and instruments as the Escrow Holder may
reasonably require to enable it to close the transactions on the
closing date.
If the designated Escrow Holder should be unable or
unwilling to act, Buyer shall designate another escrow holder
subject to the Seller's approval which shall not be unreasonably
withheld. "
6. Vestinq Title. On' close of escrow, title to the property
shall vest in Buyer.
7. State of Title Evidenced by Title Insurance. At the
close of escrow, Case-Swayne shall by grant deed convey to
fee simple interest in the property, free and clear of all Buyer a
defects, liens, encumbrances, deeds of trust, mortgages andtitle
assessments except for current, general and special real property
taxes, bonds and assessments, a lien not delinquent, and except for
the Buyer's Deed of Trust and all other matters of public record, as
shown on a current title commitment for the property, which shall
have been approved by Buyer as provided in this Agreement.
Case-Swayne shall procure in favor of Buyer an ALTA
standard owner's policy of title insurance in the amount of Two
Million Nine Hundred Thousand Dollars ($2,900,000), to be paid for
by Case-Swayne, and to be issued by the title insurance company
showing title vested in name of Buyer with only those exceptions to
title, if any, approved by Buyer in writing; and Buyer shall procure
%n favor of Seller an ALTA standard lender's policy'of title
insurance, to be paid for by Buyer, insuring the first trust deed
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lien priority of the Buyer's Deed of Trust in favor of Seller.
Buyer may elect to obtain an ALTA extended coverage
owner's policy of title insurance, provided that the additional cost'
of such ALTA extended coverage owner's policy (in excess of the
amount of the premium for the ALTA standard owner's policy to be
paid by Case-Swayne), including, without limitation, the cost of any
ALTA survey, shall be paid by Buyer. If Buyer elects to obtain an
ALTA extended coverage owner's title policy, then Buyer shall also
procure in favor of Seller an ALTA extended coverage lender's title
policy, to be paid for by Buyer, insuring the first trust deed lien
priority of the Buyer's Deed of Trust in favor of Seller.
8. Proration of Taxes, Bonds and Assessments. Ail general
and special real property taxes, bonds and assessments shall all be
prorated as of the closing date on the basis of a thirty (30) day
month. Any supplemental tax bill shall be prorated between the
parties outside of escrow with Seller paying any additional taxes,
bonds or assessments assessed for any period before close of escrow
and Buyer paying any taxes, bonds or assessments for any period
after the close of escrow.
9. Warranty Aqainst Easements Not of Record. To the current,
actual knowledge of Case-Swayne, Case-Swayne warrants to Buyer that
as of the date of this Agreement and as of the close of escrow, the
title conveyed to Buyer will not be encumbered by any easements,
licenses, or other rights not disclosed by the public record.
10. Warranty of No Governmental Action. To the current,
actual knowledge of Case-Swayne, Case-Swayne warrants that there is
not now, and as of the close of escrow there will not be, any
violation of any law, ordinance, rule, or administrative or judicial
order affecting the property, nor is there any condemnation
(excepting the condemnation threatened by Buyer), zoning change, or
other proceeding or action (including legislative action) pending,
threatened, or contemplated by any governmental body, authority, or
agency that will in any way affect the size or use of, improvements
or construction on, or access to the property.
11. Warranty Against Contracts Concerninq Property. To the
current, actual knowledge of Case-Swayne, Case-Swayne warrants that
as of the date of this Agreement and as of the close of escrow,
there will be no contracts, licenses, 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.
12. Environmental Compliance. Case-Swayne warrants and
represents that, as of the date of this Agreement and as of the
close of escrow, the property will not be in violation of any
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federal, state, or local law, ordinance, or regulation relating to
industrial hygiene or to the environmental conditions on, under, or
about the property, including,~bu~not limited to, soil and
groundwater conditions, except as otherwise disclosed by that
certain Phase I analysis, dated May 19, 1992 (the "Phase I
Analysis"), including, without limitation, any update of such
Phase I Analysis, which Case-Swayne shall deliver to Buyer outside
of escrow, and except as otherwise disclosed by any other
environmental investigations that Buyer may elect to make or obtain
with respect to the property. Case-Swayne makes no representations
or warranties regarding said Phase I analysis, or regarding any
update of such Phase I Analysis, and Buyer agrees that Case-Swayne
shall have no liability in connection therewith. As of the date of
this Agreement and as of the close of escrow, Case-Swayne further
warrants and represents that, during the time in which Case-Swayne
has owned or occupied the property, neither Case-Swayne nor, to the
current, actual knowledge of Case-Swayne, any third party, has used,
generated, manufactured, produced, stored or disposed of, on, under,
or about the property or transported to or from the property any
hazardous materials, including without limitation flammable
materials, explosives, asbestos, radioactive materials, hazardous
wastes, toxic substances, or related injurious materials, whether
injurious by themselves or in combination with other materials; that'
to the current, actual knowledge of Case-Swayne 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
presence of such hazardous materials on the property or their
migration from or to other property. For purposes of this
Agreement, the term "hazardous materials" shall include but not be
limited to substances defined as "hazardous substance," "hazardous
materials, or "toxic substances" in the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, as amended (Title
42 United States Code §§9601-9675); the Hazardous Materials
Transportation Act, as amended (Title 49 United states Code
§§1801-1819); the Resource Conservation and Recovery Act of 1976, as
amended (Title 42 United States Code §§6901-6992k); and any
substance defined as "hazardous waste" in Health & Safety Code
§25117 or as "hazardous substance" in Health and Safety Code §25316,
and in the regulations adopted and publications promulgated under
these laws.
Case-Swayne hereby agrees to indemnify, protect, hold
harmless, and defend Buyer, its directors, officers, employees, and
agents, (but excluding any successors to Buyer's interest in the
chain of title to the property, and also excluding the directors,
officers, employees, and agents of Buyer's successors), from and
against any and all loss, expense, damage and liability, including
without limitation (1) all foreseeable and unforeseeable
consequential damages, directly or indirectly arising from the
use, generation, storage, or disposal of hazardous material on the
property by Seller, Case-Swayne or any prior owner, occupant, or
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operator of the property; and (2) the cost of any required or
necessary repair, cleanup, or detoxification and the preparation of
any closure or other required plans, regardless of whether such
action is required before or after the close of escrow, but only to
the extent that such liability is attributable, directly or
indirectly, to the presence or use, generation, storage, release,
threatened release, or disposal of hazardous materials by any Person
on the property that occurred before the close of escrow. Case-
Swayne's indemnity shall survive the closing.
From and after the close of escrow, Buyer agrees to
indemnify, protect, hold harmless and defend Seller and Case-Swayne,
and their respective partners, directors, officers, employees, and
agents, from and against any and all loss, expense, damage and
liability, including without limitation (1) all foreseeable and
unforeseeable consequential damages, directly or indirectly arising
from the use, generation, storage, or disposal of hazardous material
on the property by Buyer; and (2) the cost of any required or
necessary repair, cleanup, or detoxification and the preparation of
any closure or other required plans, but only to the extent that
such liability is attributable, directly or indirectly, to the
presence or use, generation, storage, release, threatened release,
or disposal of hazardous materials on the property by Buyer.
Buyer's indemnity shall survive the closing.
Case-Swayne shall at its sole cost and expense procure and
provide to Buyer on or before May 2, 1994, a current update of the
Phase I Analysis, dated May 19, 1992. Any additional environmental
tests or investigations on the property, or any soils tests or other
examinations of the physical condition of the property, shall be
performed by Buyer at Buyer's sole cost and expense. Buyer shall
indemnify, protect, hold harmless, and defend Seller, Case-Swayne
and the property from any and all costs or liabilities that may
result from such entry on the property by Buyer or BUyer's
consultants and from any and all mechanic,s liens or other liens
resulting from such entry on the property, and shall restore the
property to substantially the same condition that existed
immediately prior to any such entry on the property. Copies of all
such environmental assessments, and any other investigations,
reports, tests, or studies that Buyer may elect to make or obtain
with respect to the property, shall be promptly delivered to Seller
and Case-Swayne, at no cost or expense to Seller or Case-Swayne.
Buyer shall have until thirty (30) days after Buyer's
receipt of all of (i) the Phase I Analysis, dated May 19, 1992,
(ii) the update of said Phase I Analysis, and (iii) any other
environmental assessment or any other tests, studies or reports of
any nature that Buyer may elect to make or obtain at Buyer's expense
with respect to the property, or until the date mutually agreed upon
by the parties in writing for the close, of escrow, whichever is
earlier, within which to cancel this Agreement and the escrow.
Buyer's option to cancel this Agreement and the escrow within that
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period shall be at Buyer's sole discretion and determination,
without liability, obligation or responsibility to Seller of any
kind or nature whatsoever. 'If ~thi~ 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, and Seller shall pay all title company and
escrow charges.
13. Warranty Against Violations. To the current, actual
knowledge of Case-Swayne, Case-Swayne warrants and represents that
as of the date of this Agreement and as of close of escrow, no
violation of any statute, ordinance, regulation or administrative or
judicial order or holding, whether or not appearing in public
records, exists or will exist, with respect to the property or any
improvements on the property.
14. Closing Cost~. Case-Swayne shall pay all costs and
expenses of preparing, executing, acknowledging, and delivering the
grant deed, the premium for the ALTA standard owner's title
insurance policy, and any documentary transfer taxes.
Buyer shall pay all recording fees (except those in
connection with clearing title). If Buyer elects to obtain an ALTA
extended coverage owner's title policy, then Buyer shall pay the
additional cost, including any ALTA survey cost, of such ALTA .'
extended coverage owner's title policy (in excess of the cost of the
ALTA standard owner's policy to be paid by Case-Swayne). Buyer
shall also pay the cost of the ALTA standard or the ALTA extended
coverage lender's title policy to be delivered in favor of Seller.
Buyer and Case-Swayne shall each pay one-half of the
escrow fee.
Case-Swayne shall pay all recording fees and any other
costs of reconveying the Bank Deed of Trust.
15. Subiect to Conditions. Buyer's obligation to perform
this Agreement is subject to the satisfaction of the conditions set
forth in this Agreement.
15.1 Approval of Condition of Title.
15.1.1 ADDroval of Title as a Condition to Closin~
Subject to Buyer's Review of Title Commitment. First American Title
Insurance Company shall be able to issue in favor of Buyer an ALTA
standard owner's policy of title insurance (or, at Buyer's option,
an ALTA extended coverage owner's policy of title insurance) dated
as of the closing date 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; and Buyer shall
-8-
procure in favor of Seller an ALTA standard lender's policy of title
insurance, insuring the first trust deed lien priority of the
Buyer's Deed of Trust in favor of Seller. If Buyer elects to obtain
an ALTA extended coverage owner's title policy, then Buyer shall
procure in favor of Seller an ALTA extended coverage lender's title
policy, insuring the first trust deed lien priority of the Buyer's
Deed of Trust in favor of Seller. ~
Case-Swayne agrees prior to the close of escrow to
effect termination of all rights of any and all persons and entities
in or to, or to maintain any sign(s) and/or billboards on, the
property. Case-Swayne agrees to save, defend at Case-Swayne,s sole
cost and expense, and hold Buyer harmless from any and all claims by
any and all persons and entities relating to signs on the property.
Case-Swayne shall cause the removal of the existing billboard from
the property prior to the close of escrow.
If the close of escrow fails to occur solely by
reason of the material breach and default of this Agreement by
Buyer, Buyer hereby acknowledges and agrees that Case-Swayne's and
Seller's damages for such failure of Buyer to close the escrow shall
include, without limitation, reimbursement for any actual lost
rental income resulting from such. termination of the existing
billboard lease and removal of the existing billboard from the
property by Case-Swayne in an amount up to, but not to exceed,
$150,000.
15.1.2 Title Approvals. Escrow Holder shall
furnish to Buyer, prior to the date this Agreement is signed by all
parties, or as soon thereafter as Escrow Holder can do so, 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, but not later than the
date mutually agreed upon by the parties in writing for the close of
escrow, of Buyer's disapproval of any title exception set forth
therein. If Buyer elects, at Buyer's sole cost and expense, to
obtain an ALTA survey, then Buyer shall notify Seller and Escrow
Holder in writing within ten (10) days after receipt of such ALTA
survey, but not later than the date mutually agreed upon by the
parties in writing for the close of escrow, of Buyer's disapproval
of any exceptions shown therein. Failure of Buyer to notify Seller
and Escrow Holder in writing of Buyer's disapproval of any title
exceptions (including any ALTA survey exceptions, if any) 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 all funds or other things deposited by Buyer shall
-9-
be returned to Buyer immediately on demand, and Seller shall pay all
title
company and escrow charges.
15.2 Buyer's Election to Cancel. If Buyer notifies
Seller that Buyer disapproves any matter set out in the title
commitment or any supplement (or in the ALTA survey, if any), or if
.Buyer delivers to Case-Swayne a disapproval notice described in
paragraph 15.3 below, or if there is a breach of any representation
or warranty given by Case-Swayne or Seller pursuant to this
Agreement that is discovered by Buyer before close of escrow, then
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. 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, and Seller shall pay all title company and escrow charges.
15.3 Buyer's Approval of Reports and Surveys in
Case-Swayne's Possession. ~..Within fifteen (15) days after execution
of this Agreement, Case-Swayne will deliver to Buyer copies of all
plans and specifications in Case-Swayne's possession for the
improvements on the property, if any, and all surveys, soil tests,
engineering studies, and any other test.results or reports in Case-
Swayne's possession or under Case-Swayne's control concerning the
property and, if so requested by Buyer, will instruct those who
prepared the reports to divulge any other information they may have
about the property to Buyer as long as Buyer pays any additional
costs incurred. All of such items are listed on Exhibit D attached
hereto. Case-Swayne makes no representations or warranties
regarding any of such items delivered to Buyer pursuant to this
paragraph, and Buyer agrees that Case-Swayne shall have no liability
in connection therewith. Notwithstanding the foregoing, to the
current, actual knowledge of Case-Swayne, Case-Swayne hereby
represents and warrants to Buyer as follows: (i) the items listed
on Exhibit D attached hereto are all of such plans, specifications,
surveys, tests, studies and reports in Case-Swayne's possession or
under Case-Swayne's control; and (ii) none of the items listed on
Exhibit D attached hereto contain any materially false or materially
inaccurate information regarding the property, except as may be
otherwise disclosed by Case-Swayne to Buyer in writing. Buyer shall
have ten (10) days after receipt of each such item to deliver to
Case-Swayne a disapproval notice regarding such item. Failure to so
notify Case-Swayne of Buyer's disapproval of any such item in
writing shall conclusively be considered Buyer's approval of such
item.
16. Warranty Aqainst Litigation Concerninq the Property. To
Case-Swayne's current, actual knowledge, as of the date of this
Agreement and as of the close of escrow, no litigation is or will be
pending against .Seller or Case-Swayne regarding the use, operation,
-10-
development, condition, or improvement of the property, or regarding
any right, 'title or interest in the property.
17. Threat of Condemnation. Buyer, Seller and Case-Swayne
acknowledge that the purchase and sale of the property has been
negotiated under the threat of condemnation of the property by
Buyer. In the event Case-Swayne or Seller defaults, Buyer's
ability to perform is prejudiced. Accordingly, in the event the
escrow fails to close by reason of such default by Case-Swayne or
Seller, Case-Swayne and Seller each agrees:
a. The public interest and necessity require the
acquisition of the property. ~.
b. Case-Swayne and Seller each waives any claim to
severance damages under any eminent domain proceedings commenced at
any time hereafter by the Tustin Community RedeVelopment Agency with
respect to the property.
c. Case-Swayne and Seller each waives any claim to any
relocation assistance in any eminent domain proceedings commenced by
the Tustin Community Redevelopment AgencY with respect to the
property.
d. Case-Swayne and Seller each acknowledges that in
waiving these claims, neither party has relied on any
representations or statements made or said by Buyer, its agents
attorneys or other representatives. ,
18. Relocation Benefits. Case-Swayne and Seller hereby
acknowledge that the parties have agreed upon the purchase price
prescribed herein and have taken into account any claim Case-Swayne
and Seller might have for relocation assistance and/or benefits.
Conditioned upon the close of escrow under this Agreement, and
conditioned upon the payment in full, in a timely manner pursuant to
the Buyer's Note, of the purchase price hereunder, Case-Swayne and
Seller hereby expressly waive any and all right and claim to any
type, kind or amount of relocation benefit whatsoever, including but
not limited to any such or similar rights prescribed by any State,
Federal or local law and/or regulation with respect to the
property. '
19. ~otice~. Ail 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.
-11-
To Case-Swayne:
case-Swayne Co., Inc~
1632-34 East Fourth Street
Post Office Box 1678
Santa Ana, California 92701
Attention: Mr. Keith D. Swayne, President
To Seller:
1021 East Edinger Street,
a California limited partnership
c/o Case-Swayne Co., Inc.
1632-34 East Fourth Street
Post Office Box 1678
Santa Ana, California 92701
Attention: Mr. Keith D..Swayne
To Buyer:
Tustin Community Redevelopment Agency
300 Centennial Way
Tustin, California 92680
Attention: Christine shingleton,
Assistant Executive Director
20. Attorneys' Fees. If either party files an action or
brings any proceeding against the other arising from this Agreement,
or is made a party to any action or proceeding brought by the Escrow
Holder, then as between Buyer, Seller and Case-Swayne, the
'prevailing party shall be entitled to recover as an element of its
costs of suit, and not as damages, reasonable attorneys' fees to be
fixed by the court. The "prevailing party" shall be the party who
is entitled to recover its costs of suit, whether or not suit,
proceeds to final judgment. A party not entitled to recover its
costs shall not recovery attorney fees. No sum for attorneys' fees
shall be included in calculating the amount of a judgment for
purposes of deciding whether a party is entitled to its costs or
attorney fees.
21. Warranties to Survive Delivery of Deed. Ail warranties,
covenants, and other obligations stated in this Agreement shall
survive delivery of the deed for three years. All warranties,
covenants, and other obligations that the Buyer discovers to be
breached before the close of escrow, and that Buyer either expressly
waives or does not object to before the close of escrow, shall not
survive delivery of the deed.
22. Binding on Successors Except as otherwise provided
herein, this Agreement inures t~ the benefit of, and is binding on,
the parties, their respective heirs, personal representatives,
successors, and assigns.
-12-
23. Integration C~ause. This Agreement constitutes the
entire agreement between the parties and supersedes all prior
discussion, negotiations, and agreements, whether, oral or written.
Any amendment to this Agreement, including an oral modification
supported by new consideration, must be reduced to writing and
signed by all of the parties before it will be effective.
24. No Representation Regarding Legal Effect of Document. No
representation, warranty, or recommendation is made by Case-Swayne,
Seller or Buyer or their respective agents, employees, or attorneys
regarding the legal sufficiency, legal effect, or tax consequences
of this Agreement or the transaction, and each signatory is advised
to. submit this Agreement to his or her respective attorney before
signing it.
25. Captions, Joint and Several Liability, 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. Masculine,
feminine, or neuter gender, and the singular and the plural number
shall each be considered to include the other whenever the context
so requires. If either party consists of more than one person, each
such person shall be jointly and severally liable. This Agreement
shall be interpreted under California law and according to its fair
meaning, and not in favor of or against any party.
26. 'Counterparts. This Agreement and all amendments and
supplements to it may be executed in counterparts, and all
counterparts together shall be construed as one document.
27. Time of Essence. Time is of the essence of this
Agreement, and failure to comply with the time provisions of this
Agreement shall be a material breach of this Agreement.
Executed on the date first above written.
Case-Swayne:
CASE-SWAYNE CO., INC., a Nevada
corporation
By:
Keith D. Swayne, President
By:
Joe McCarthy, Vice President
Finance, CFO
(signatures continued On next page)
-13-
Seller:
(signatures continued)
1021 EAST EDINGER STREET,
a California limited partnership
By:
Iva M. Swayne, Trustee of The Swayne
Community Property Trust established
April 14, 1975, by Amos C. Swayne and
Iva M. Swayne, Trustors, a General
Partner v
By:
Keith D. Swayne, Co-Trustee of The
Swayne Trust established October 7,
1981, by Keith D. Swayne and Judith
K. Swayne, Trustors, a General
Partner
By:
Judith K. Swayne, Co-Trustee of The
Swayne Trust established October 7,
1981, by Keith D. Swayne and Judith
K. Swayne, Trustors, a General
Partner
Buyer:
TUSTIN COMMUNITY REDEVELOPMENT
AGENCY, a California community
redevelopment agency
By:
Christine Shingleton,
Assistant Executive Director
APPROVED AS TO FORM:
James G. Rourke
General Counsel
-14-
LIST OF ~XHIBITS
Exhibit A-1
Exhibit A-2
Exhibit A-3
Exhibit. B
Exhibit C-1
Exhibit C-2
Exhibit D
Certified copy of Resolution of Case-Swayne approving
transaction
Certified copy of Consent of Partners of Seller
approving transaction
Certified copy of Order of Buyer approving transaction
Legal--Description~ of. Property - - -
Promissory Note
Deed of Trust
Schedule of Plans, Specifications, Surveys, Tests,
Studies and Reports to be Delivered to Buyer
]~XHIBIT A-]
CERTIFIED COPy OF RESOLUTION OF CASE-SWAYNE APPROVING ~'KANSACTIO~'~
~XHIBIT A-2
_
·
EXHIBIT A-3
CERTIFIED COPY OF ORDER OF BUYER APPROVING TRANSACTIO}
~XHIBIT B
GAL DESCRIP ON OF ROPER
ALL THAT CERTAIN LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF
ORANGE, CITY OF TUSTIN, DESCRIBED AS FOLLOWS:
THAT PORTION OF LOT 65 IN BLOCK 10 OF IRVINE'S SUBDIVISION, AS SHOWN ON
A MAP RECORDED IN BOOK 1, PAGE 88 OF MISCELLANEOUS RECORD MAPS IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTy, DESCRIBED AS FOLLOWS:
PARCEL 1:
THE NORTHWESTERLY 290.00 FEET OF THE NORTHEASTERLY 300.00 FEET OF THAT
PORTION OF LOT 65 IN BLOCK 10 OF IRVINE'S SUBDIVISION, AS PER MAP
RECORDED IN BOOK 1, PAGE 88 OF MISCELLANEOUS RECORD MAPS IN THE OFFICE
OF THE COUNTY RECORDER OF SAID COUNTY, BOUNDED ON THE NORTHWEST BY THE
SOUTHEASTERLY LINE OF NEWPORT AVENUE, 60.00 FEET WIDE, AND BOUNDED ON
THE NORTHEAST BY THE SOUTHWESTERLY LINE OF THE 100.00-FOOT RIGHT OF WAY
OF THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY, AS DESCRIBED IN
DEED RECORDED JUNE 14, 1887 IN BOOK 245, PAGE 223 OF DEEDS IN THE
OFFICE OF THE COUNTY RECORDER OF LOS ANGELES COUNTY, CALIFORNIA.
EXCEPT ALL OIL, GAS AND OTHER HYDROCARBON AND MINERAL SUBSTANCES LYING
NOT LESS THAN 100 FEET BELOW THE SURFACE OF SAID LAND, AS RESERVED IN
THE DEED FROM SANTA FE LAND IMPROVEMENT COMPANY, RECORDED FEBRUARy 18,
1955 IN BOOK 2964, PAGE 338 OF OFFICIAL RECORDS, WHICH DEED PROVIDES AS
FOLLOWS: "GRANTOR, ITS SUCCESSORS AND ASSIGNS SHALL NOT HAVE THE RIGHT
TO GO UPON THE SURFACE OF SAID LAND FOR THE PURPOSE OF EXTRACTING SAID
OIL, GAS OR OTHER HYDROCARBON AND MINERAL SUBSTANCES, NOR FOR ANY
PURPOSE IN CONNECTION THEREWITH, BUT SHALL HAVE THE RIGHT TO EXTRACT
AND REMOVE SAID OIL, GAS AND OTHER HYDROCARBON AND MINERAL SUBSTANCES
BY MEANS OF SLANT-DRILLED WELLS LOCATED ON ADJACENT OR NEARBY LAND, OR
BY ANY OTHER MEANS WHICH SHALL NOT REQUIRE ENTRY UPON THE SURFACE OF
SAID LAND.,,
PARCEL 2:
THAT PORTION OF LOT 65 IN BLOCK 10 OF IRVINE'S SUBDIVISION, AS SHOWN ON
A MAP RECORDED IN BOOK 1, PAGE 88 OF MISCELLANEOUS RECORD MAPS IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT ON THE SOUTHWESTERLY LINE OF THE 100-FOOT WIDE
RIGHT OF WAY OF THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY,
DESCRIBED IN A DEED RECORDED JUNE 14, 1887 IN BOOK 245, PAGE 223 OF
DEEDS OF LOS ANGELES COUNTY, CALIFORNIA, SAID POINT BEING DISTANT SOUTH
50 DEGREES 10' 50" EAST (BASIS OF BEARING AS PER MAp FILED IN BOOK 34,
PAGE 17 OF RECORD OF SURVEYS OF SAID ORANGE COUNTY), ALONG SAID
SOUTHWESTERLY LINE, 290.00 FEET FROM A 2-INCH IRON PIPE ON THE
SOUTHEASTERLY LINE OF NEWPORT AVENUE (60 FEET WIDE), AS SAID
Paqe 1 of 3
EXHIBIT B
LEGAL DESCRIPTION~ OF' 'PROPERTY (continued)
SOUTHEASTERLY LINE IS SHOWN ON SAID RECORD OF SURVEY MAP, SAID POINT
BEING ALSO THE MOST EASTERLY CORNER OF THAT CERTAIN 2. O-ACRE PARCEL OF
LAND AS DESCRIBED IN DEED TO CALIFORNIA BROKERAGE COMPANY, RECORDED
OCTOBER 19, 1955 IN BOOK 3251, PAGE 583 OF OFFICIAL RECORDS OF SAID
ORANGE COUNTY; THENCE SOUTH 39 DEGREES 48' 55" WEST ALONG THE
SOUTHEASTERLY LINE OF THE SAID 2.0-ACRE PARCEL, 300.00 FEET TO THE MOST
SOUTHERLY CORNER OF SAID 2.0-ACRE PARCEL, SAID MOST SOUTHERLY CORNER
BEING ON THE NORTHEASTERLY LINE OF THAT CERTAIN 4. 7904-ACRE PARCEL OF
LAND AS 'DESCRIBED IN A DEED TO THE COUNTY OF ORANGE, RECORDED SEPTEMBER
7, 1960 IN BOOK 5406, PAGE 473 OF OFFICIAL RECORDS OF SAID ORANGE
COUNTY; THENCE SOUTH 50 DEGREES 10' 50" EAST ALONG LAST SAID
NORTHEASTERLY LINE, 2.00 FEET TO A POINT ON A LINE PARALLEL WITH AND
DISTANT SOUTHEASTERLY 2.00 FEET, MEASURED AT RIGHT ANGLES
FROM THE SOUTHEASTERLY LINE OF SAID 2. O-ACRE PARCEL; THENCE NORTH 39
DEGREES 48' 55" EAST ALONG SAID PARALLEL LINE, 300.00 FEET TO A POINT
ON THE SAID SOUTHWESTERLY LINE; THENCE NORTH 50 DEGREES 10' 50" WEST
ALONG SAID SOUTHWESTERLY LINE, 2.00 FEET, MORE OR LESS, TO THE POINT OF
BEGINNING.
EXCEPT ALL OIL, GAS AND OTHER HYDROCARBON AND MINERAL SUBSTANCES LYING.
NOT LESS THAN 100 FEET BELOW THE SURFACE OF SAID LAND, PROVIDED THAT
GRANTOR, ITS SUCCESSORS AND ASSIGNS, SHALL NOT HAVE THE RIGHT TO GO
UPON THE SURFACE OF SAID LAND FOR THE PURPOSE OF EXTRACTING SAID OIL,
GAS OR OTHER HYDROCARBON AND MINERAL SUBSTANCES, NOR FOR ANY PURPOSE IN
CONNECTION THEREWITH, BUT SHALL HAVE THE RIGHT TO EXTRACT AND REMOVE
SAID OIL, GAS AND OTHER HYDROCARBON AND MINERAL SUBSTANCES BY MEANS OF
SLANT DRILLED WELLS LOCATED ON ADJACENT OR NEARBY LAND, OR BY ANY OTHER
MEANS WHICH SHALL NOT REQUIRE ENTRY UPON THE SURFACE OF SAID LAND, AS
RESERVED IN DEED FROM SANTA FE LAND IMPROVEMENT COMPANY, RECORDED JUNE
28, 1968.
PARCEL 3:
BEGINNING AT A POINT ON THE SOUTHWESTERLY LINE OF THE 100-FOOT WIDE
RIGHT OF WAY OF THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY
DESCRIBED IN DEED TO SAN BERNARDINO AND SAN DIEGO RAILWAY COMPANY
(PREDECESSOR IN INTEREST TO FIRST SAID RAILWAY COMPANY), RECORDED JUNE
14, 1887 IN BOOK 245, PAGE 223 OF DEEDS, RECORDS OF LOS ANGELES COUNTY,
CALIFORNIA, SAID POINT BEING DISTANT SOUTH 50 DEGREES 10' 50" EAST
292.00 FEET (BASIS OF BEARINGS AS PER RECORD OF SURVEY MAP FILED IN
BOOK 34, PAGE 17, RECORDS OF ORANGE COUNTY), ALONG SAID SOUTHWESTERLY
LINE FROM A 2-INCH IRON PIPE ON THE SOUTHEASTERLY LINE OF NEWPORT
AVENUE (60 FEET WIDE), AS SAID SOUTHEASTERLY LINE IS SHOWN ON SAID
RECORD OF SURVEY MAP, SAID POINT BEING ALSO THE MOST EASTERLY CORNER OF
THAT CERTAIN 600 SQUARE FOOT PARCEL OF LAND DESCRIBED IN DEED TO CASE-
Page 2 of 3
EXHIBIT B
LEGAL DESCRIPTION OF PROPERTY (continuedl
SWAYNE CO., iNC., RECORDED JUNE 28, 1963 IN BOOK 6609, PAGE 366 OF
OFFICIAL RECORDS OF ORANGE COUNTY; THENCE SOUTH 50 DEGREES 10' '50" EAST
449.49 FEET ALONG SAID SOUTHWESTERLY LINE TO A POINT ON A CURVE CONCAVE
SOUTHEASTERLY, WHICH IS CONCENTRIC WITH AND NORTHERLY 30.00 FEET FROM
THE NORTHERLy LINE OF THAT CERTAIN 2.1346-ACRE PARCEL OF LAND DESCRIBED
IN DEED TO RAY HILL LUMBER COMPANY, AND RECORDED DECEMBER 21, 1962 IN
N R ~V~ ~- ~u FU±N'~' SEARS NORTH 16 DEGREES 03' 10"
EAST; THENCE WESTERLy AND SOUTHWESTERLY 398.96 FEET ALONG SAID
CONCENTRIC CURVE, HAVING A RADIUS OF 412.85 FEET, THROUGH A CENTRAL
ANGLE OF 55 DEGREES 22' 06", TO THE NORTHEASTERLY LINE OF THAT CERTAIN
4.7904-ACRE PARCEL OF LAND DESCRIBED IN DEED TO THE COUNTY OF ORANGE,
RECORDED IN BOOK 5406, PAGE 473 OF OFFICIAL RECORDS OF ORANGE COUNTY,
LAST SAID NORTHEASTERLY LINE BEING PARALLEL WITH AND SOUTHWESTERLY
300.00 FEET FROM THE SOUTHWESTERLY LINE OF SAID RAILWAY RIGHT OF WAY;
THENCE NORTH 50 DEGREES 10' 50" WEST 210.41 FEET ALONG LAST SAID
NORTHEASTERLY LINE, TO THE MOST SOUTHERLY CORNER OF SAID 600 SQUARE
FOOT PARCEL OF LAND; THENCE NORTH 39 DEGREES 48' 55" EAST 300 00 FEET
TO THE POINT OF BEGINNING. ·
EXCEPT ALL OIL, GAS AND OTHER HYDROCARBON AND MINERAL SUBSTANCES LYING
NOT LESS THAN 100 FEET BELOW THE SURFACE OF SAID LAND, PROVIDED THAT
GRANTOR, ITS SUCCESSORS AND ASSIGNS, SHALL NOT HAVE THE RIGHT TO GO
UPON THE SURFACE OF SAID LAND FOR THE PURPOSE OF EXTRACTING SAID OIL,
GAS AND OTHER HYDROCARBON AND MINERAL SUBSTANCES, NOR ANY PURPOSES IN
CONNECTION THEREWITH, BUT SHALL HAVE THE RIGHT TO EXTRACT AND REMOVE
SAID OIL, GAS AND OTHER HYDROCARBON AND MINERAL SUBSTANCES BY MEANS OF
SLANT DRILLED WELLS LOCATED ON ADJACENT OR NEARBY LAND, OR BY ANy OTHER
MEANS WHICH SHALL NOT REQUIRE ENTRY UPON THE SURFACE OF SAID LAND, AS
RESERVED BY SANTA FE LAND IMPROVEMENT COMPANY A CORPORATION IN DEED
RECORDED AUGUST 14, 1964. ' ,
~aqe 3 of 3
~XHIBIT C-1
PROMISSORY NOTE
DO NOT DESTROY THIS NOTE: WHEN PAID, THIS NOTE AND DEED OF TRUST
SECURING SAME MUST BE SURRENDERED TO TRUSTEE FOR CANCELLATION
BEFORE RECONVEYANCE WILL BE MADE.
PROMISSORY NOTE
Tustin, California
, 1994
For value received, TUSTIN COMMUNITY REDEVELOPMENT AGENCY, a
California community redevelopment agency ("Obligor"), promises
to pay to 1021 EAST EDINGER STREET, a California limited
partnership, or order, c/o Case-Swayne Co., Inc., 1632-34 East
Fourth Street, Post Office Box 1678, Santa Ana, California 92701,
Attention: Mr. Keith D. Swayne, or at such other place as the
holder of this Note may from time to time designate by written
notice to Obligor, the principal sum of $ ,
with interest on the unpaid principal balance at the rate of
seventy-five percent (75%) of the prime or "reference" rate of
interest ("Prime Rate") of First Interstate Bank (FICAL) , in
effect as of 1994 (the "Effective Date"),
predicated on a year consisting of three hundred sixty (360)
days, from said Effective Date until the date this Note is paid.
(The "Effective Date" shall be the date of close of escrow
between the parties for the purchase and sale of the Property
referred to herein.) Principal shall be due and payable in
lawful money of the United States of America in three annual
installments of $ or more commencing on the
day of , 19 , and on that same date in the
following year and on .that same date in the year two years
following. Interest shall be paid quarterly commencing on the
day of , 1994, and continuing on that
same date in each of the succeeding months of ,
, and
thereafter, until the principal and interest are fully paid,
except that the final payment of principal and interest, if not
sooner paid, shall be due and payable in full on the day of
, 19 .
,. ,
If any installment of interest is not paid when due and
within ten (10) days after written notice of such default to
Obligor, it shall thereafter bear. like interest as the principal
until paid. If any payment of principal or interest due under
this Note is not paid in full on or before the date such payment
is due and within ten (10) days after written notice of such
default to Obligor, Obligor shall in addition pay to the holder
of this Note a late charge of five percent (5%) of the amount of
such payment then due and payable but not so received by the
holder of this Note, which late charge shall constitute
liquidated damages under California Civil Code Section 1671(b).
The imposition of such late charge does not imply or constitute
any agreement of the holder of this Note to forbear collection of
any delinquent amounts or to forbear the exercise of any other
remedy under this Note or under the Deed of Trust securing this
Note. Obligor acknowledges that this late charge is reasonable
under the circumstances existing at ~the date of this Note.
Each payment shall be credited first to any l'ate charges and
other costs and expenses of enforcement and collection as
provided herein, then to accrued but unpaid interest then due,
and then to principal, and interest shall thereupon cease upon.
the principal so credited. If default occurs in the payment of
any installment of principal or interest under this Note when
due, or if default occurs under any other provision of this Note
or the Deed of Trust securing this Note, then the entire unpaid
principal balance and all unpaid accrued interest shall at once
become due and payable in full, without notice, at the option of
the holder of this Note. Failure to exercise such option shall
not constitute a waiver of the right to exercise it in the event
of any subsequent default.
This Note is secured by a'Deed of Trust, of even date
herewith, in favor of First American Title Insurance Company, a
California corporation, as Trustee, which encumbers certain real
property in the City of Tustin, County of Orange, State of
California, more particularly described therein. As used herein,
the term "Property" shall mean and refer to the real property
from time to time encumbered by the Deed of Trust. The Deed of
Trust contains the following provision:
If Trustor shall sell, convey or alienate the real
property ("Property") encumbered by this Deed of Trust
or any part thereof, or any interest therein, or shall
be divested of its title or any interest therein in any
manner or way, whether voluntarily or involuntarily,
without the written consent of Beneficiary being first
had and obtained, which consent may be withheld for any
reason whatsoever, Beneficiary shall have the right, at
its option, except as prohibited by law, to declare all
of the indebtedness or obligation secured hereby,
irrespective of the maturity date specified in any note
evidencing the same, immediately due and payable in
full.
Obligor agrees to pay the following costs, expenses, and
attorneys' fees paid or incurred by the holder of this Note, or
adjudged by a court: (1) reasonable costs of collection or
enforcement, including costs, expenses and attorneys' fees paid
or incurred in connection with the collection or enforcement of
this Note, whether or not suit is filed; and (2) costs of suit
-2-
and such sum as the court may adjudge as attorneys, fees in .any
action to enforce payment of this Note or any part of it.
-.
TUSTIN COMMUNITY REDEVELOPMENT AGENCY,
a California community redevelopment
agency
By:
Christine Shingleton,
Assistant Executive Director
"Obligor"
F:\REAL\864\OT~49000\PROI~NOTE.RV1
04/05/94
-3-
EXHISIT C-2
DEED OF TRUST
Order No.
Escrow No. ,
Loan No.
WHEN RECORDED MAIL TO: -
SPACE ABOVE THIS UNE FOR RECORDER'S USE
DEED OF TRUST WITH ASSIGNMENT OF RENTS
(SHORT FORM)
ThisDEED OFTRUS~ made
TUSTIN COMMUNITY REDEVELOPMENT
agency,
AGENCY,
whose address is 300 Centennial Way, Tustin,
,be~n
a California community 'redevelopment
hereincalledTRUSTOR,
California 92680
(Number and Street) (City) (Stale)
FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation, herein called TRUSTEE, and
1021 EAST EDINGER STREET, a California limited partnership
, herein called BENEFICIARY,
WITNESSETH: That Trustor grants to Trustee in Trust, with Power of Sale, that property in the City of Tustin,
County of Orange , State of California, 0escribecl as:
See legal description set forth on Exhibit 1 attached hereto and made a
part hereof.
Alpine
Amador
Butte
Calavems
Colu~a
Contra Costa
Del Nm're
El Do~edo
Fresno
Glenn
Humboldt
Impertll
Inyo
Ken~
COUNTY BOOK PAGE
BOOK PAGE
Alameda 1288 556 379 Sierra 38 187
3 130-31 Lake 437 110 Plurnas 166 1307 Slaktyou 506 762
133 438 Lealen 192 367 Riverside 3776 347 Soiano 1287 621
1330 513 Los Angeles T-3878 874 Sacramento 5039 124 Sonoma 2067 427
185 338 Madera 911 136 San Benito 300 405 Stlnlalaul 1970 56
323 391 Matin 1849 122 San BemanJino 6213 768 Sutter 655 585
4684 1 Mertpola 90 453 San Francisco A-804 596 Teharna 457 183
101 549 Mendoclno 667 99 San Joaqutn 2855 283 Trinity 108 895
704 635 Martell 1660 753 San Lula Obispo 1311 137 Tulare 2530 108
5052 623 Mod(x: 191 93 San Meted 4778 175 Tuolumne 177 160
469 76 Mono 69 302 Santa Bart)am 2065 881 Venture 2607 237
801 83 Monterey 357 239 Santa Clara 6626 ~64 YMo 769 16
1189 701 Nape 704 742 Santa Cruz 1638 ~07 Yuba 398 693
165 672 Nevada 363 94 Sha.ta 800 633
3756 690 Orange 7162 18 San Diego SERIES 5 Book 1964, P~ge 149774
For additional provisions' of this Deed of Trust, refer to the Rider attached
hereto as Exhibit 2 and made a part hereof.
To~ w~th the rents, issues eno pro~s thereof, lute, ~. Io ~ ~t, ~
F~ ~ P~ ~ ~ (1) ~ ~ ~ ~ ~ $
~ r~ ~ ~i~ ~mn (3) ~ of ~a~l sums ~ im~st ~
~ a ~t~ ~e ~ ~ r~,ng ~t ~ ~e ~r~ ~ ~ ~ of Trust.
,n su~n B of me fl~,~ ~ o1 ~t ~ ,n Ora~ ~ ~t 17.1 ~.
m ~ ~e of ~ ~ r~r~ ~ ~ ~ ~e ~ pr~ · ~t~. w~ ~ o~e ~e ~ o1 such ~. ~ly:
COUN~ B~K PAGE COUN~ B~K PAGE COU~
Kings W 713 P~er
}
STATE OF CALIFORNIA }ss.
COUNTY OF }
On
before me,
personally appeared
personally known to me (or provecl tO me on the basis of sat~sl'actory
ew0ence) to be the berson(s) w~ose name(s) m/are subscribed to the within
instrument and acknowledged to me that he/she/they executecl the same in
his/her/their authonzed capacn'y(ies), and that by his/her/their s~gnature(s) on
the instrument the person(s) or the entry upon behalf of which the pe~on(s)
actecl, executed the Instrument.
WITNESS my hand and official seal.
Signature
S~natuM of Trustor
TUSTIN COMMUNITY REDEVELOPMENT AGENCY,
a California community redevelopment
agency
By:
Christine Shingleton
Assistant Executive Director
('rh,s area fo~ off,c~al notarial seal) 1158 (Rev. 1/91 )
A To pro~ct ~',e ,d~cuflty of tn6 Dee· of Trust. Tru~tor ~gmes:
(1) Tok~ ~ ~ ~ ~~ ~: ~r~~ ~~:~~ ~ ~ ~ ~ ~e ~n~
~ ~ ~. ~ ~ Tm~ ~ a~ to ~ u~ ~ ~ ~ ~ ~; ~ m l~ ~ any ~ ~ ~ ~ to ~ ~
It ~ ~te ~. ~ to ~y ~ any ~ ~ ~ ~ ~w m ~ It ~ ~m ~f ~ ~ ~ ~ ~r~ any ~nt ~ ~ ~ ~
(1) That any Iwnrcl of ~ in conneChOn w~ any con(~hon for pu134ic use of or ,fljury to lac pro~rty or any part U"iereof is heret~/assigrl~ Brio Ihall pa
to Bonl4~n/who may ipply or rMMme ~uciN mofley~ r~.~ by h,m m the same manner in· with the &ama MIOCt as aD·v· I:~ for cliSpo~mon of pr·cecOs 04 hre or
Inlurlnce.
(2) That by Iccepbng paymen~ of any sum lacureO hereby after ~s clue pate. Benafciary Does no( w~ve his right ef~er to require prompt payn"--n,n~ wt~n aue of all other
~Jms a· sacureQ or to cleclre clef~ul~ Ior lli~ure lo to pay.
(3) Thlt at any hms or from tu~e to brae, without ll~llty therefor Incl wtlhout nol~ce, uoon written I'm3u~t of Benehc~'y &no pr·sa·tat*on of this Deed end uiO note tor
onoorsomant, mn· wit·out nftechng the personal Ilal3illty of any pa·on for paymont of the mclitxKinets lacu~eQ hereQy. 'Trustee may: reconvey any part 04 ~ property; consent
to IM rnak,ng of any ·wp or plat triMs·f; lorn m grantmg any easement teem·n; or Ion ,n any extermon I~t or any agreement sulxx'O,nahng the ken or ch~ge nM·et.
(4) That upon wntte~ request of Beneficiary stanng ti'mt Itl lures Io(~url0 INMeby hav~ bo·fl I~li(I. In(3 u~ IufT~nOer of this Do~ .,nO la~ note to Trustee tor ca·coMtes·
&nO ret·tmon or ·tn· attoo~itmn as .Trustee m its ~ clmcrehon may choose &no uoon D4iymenl of its te~$. 'Trustee Shall reconvey, wm',out warT.,nty, t~e properly teen eel0 INem~no~r.
.The rec~lls in luch reconvey·nc· o! any mailer1 0,' tlct~ IINitl t)e COrlChJifve proof of tho lruthll.itnoas triM·of. The Grantee in luch reconveylnce may t)e Oescn0eO as NINe person
or parsons legally enatleQ tn·ret·.'
(5) Thlt Is I(:1(~1 lecurit~..Trustor her®by g,ves to an· conters uDOn Be~ry ~ nght. pow· Incl lulhonty, chJnng tM co·mu·nc· of trmsa Trusts. to co~ the
rents. ·sues ·no pr·his 04 sa,O I~rty. resaf%qng unto Trustor tine right, prior to ney Oetault by 'Trustor ,n payment of any ,nO·OleO·ess secure0 INorit:)y or m Perto~mance of Iny
Igreemant horeunper, to collect In· reta,n mJch ri·ts, tr4uee an· prohts as they become due &no payal34e. Upon any ,,uctN pet·ult. Be·eric·fy may at ,,ny tu~e without no;,c~.
eft·er ,n pmlon, by Igent. or Dy a recmvm to.l:)· nl3oo,meQ by · court. &no wRht)ut mgnrcl to the eQeQuscy of ·ny saCUrl~y 1or the inclel=teQnees ~ ~ecurKI. ent~' upon
tine lame. less costs ·no ex~ of ·per·hO· an· colt·chon, inCtu~ng reasonable nttorney's tees. upon any ,nclet)teQna·s ~ecureQ hereby. "'no in ~Jch ·rolm- as E~k-.mry
or wnNe any Oofault or ··bce of cletaull INMeunOer or ,nvitu:lata ·.ny act Ode· pursuant to ~uch not'ce.
.
(6) 'That upon clef·vii by 'Trustor m ply·set of any inOel~taOne~s IocufeQ hmel)y or ,n performance of any agreement horeuncler. Be~of,c~ary may cleclar® Iii lurns lecu~
hereby Imm·StorMy Oue "'nO paya~e by aeWery to 'Tn.me· of written Oeclarit~n of clef·uR ,,nO ·em·no 1or lam an· of wnnen not,ce of clef.,uR ·no of elect~o~ to cause lo pe
lei· property, which ··bce ?rusts· IMll cause to be §lecl tor r~corcl. BenMic~al~ ~ IMII 0epo~lt with 'rmstle this Deocl. laicl note enO all Oocuments evu3erlc,ng experl(:l~.~'es
Tru~lee. wReN·ut cie·In· ·tN .Trustor. IIMIII ~ell laJ(:l pro~fTy It IM t,'no lin· placl hxocl by it ,ri laicl f'~ of sale. ·diNer Is & whom or in lap·rite parcels. ·nO ~ such orper as
it may ce·term,no, at pul~ic ·uct, on to the IN,gl'mst bOOer for cas~ in i~wtt.iI morley of the Urllte(:l S;Itos. pay-Die It t~me of &ale. 'Trustee ma), postpone ,ale o! .,11 Or ·ny por'ho~
of la,el property by pu~c announcement ·t such t,me enO place of sale. an· from t~ma to t,me there·her may postpone suciN sale by pubhc announcement ·t the t,ma hxeQ by
the proc~O,ng postponement. Trustee sMII 0olfver to ~uch ID~rchasor its ~ ~n~ trio property so Iolcl. ~ v~ any ~nt or wlrrsnty. ·x~eas or tmDlm<:l. The
tn such CleeO of any matters or tacts shall t)e conclusive proof of tn· tn~lneSs thereof. Any per.~:~, mCtucl,n9 'TrustOr. 'Trustee. or BenehCmry as hare,·after Oef,naa. may purchase
at suc~ sale.
Atler OeOucttr~ ·11 costs, fees ·no expenses of Trustee enO of th,s 'Trust. ,nctucl,n~ cost 04 ev~e of ~le ,n co~neCllOn witiN sale. 'Trustee shall aDPty the Pr·ce·Os 04 sale
to payment 04:·11 sums expenOecl un·er the terms hereof, not teen repaY, with ·corueO ,et·rest It the amount iIIov~ by sew in off·ct ·t the Oats ·ere04; III other lures than
secureQ hereby: an· tn· rema,noer, it any. to the parson or persons legally set·ecl tn·mt·.
(7) Ben·ftc·ry. or ·ny successor ,n owna~sr, p of any n:let)taOnass lacuroo hereby, may from hms to t~me. by ·strum·et in writ,·g. ~ubstm.~e · succetsor or successors
to any 'Trustee rdlrn~ IN·rem or ·cttn~ her·un·er, v~iN ,·strum·et. executeQ by 1he Berl~fl,.Nlry ·nO Ouly ·ck~ "'ecl recor0ecl [n the 04~ce of IM recor'cler Of the cotmty
or count~as where sa,el prop·ny is situntecl, snarl De cor~lus,ve proof 04 proper r~J~)~tlTi. Hio~q of SUClN ~UP..C~.~ 'Tru·tee or 'Trust~. who shall, w'thOut conveyance from the 'Trustee
predecessor, socoeeo to all its tm·. estate, rights, powers ·nO Out, es. Satcl ,nstn..'n~nt must co·tam Ihs name of t)M ·rig,nas .Trust·r..Trustee an· Banehclary her·un·er. UN· t)ook
· nO page vv~ere tn~s De(KI ,s recor0e~l se· tM name ·nO ·aclrass of tlNe new Trustee.
('8) TeNet tlNi$ D(leO apl:3d,e$ to. ,hurls to the I:~nafit of. an· txno$ ·11 partes hereto. Mr he,rs, legatees. Oewsaes. Ictmin,str·tors. execS·rs, luccossors .,nO &ss,gn$. 'The
term BeneficJary snarl mean me owner ancl esi·er. ,nctuchng pie·gees. 04 the note sacureQ hereto/, wherner or not narneQ as E~,clary ha'mn. In th6 DeeQ. w'nanever the colMoxl
so requ,res, the mascuhne ge··er ,ncluOes tn· leto,·,ne and'or neuter. ·nO NINe I,nguler numper tnclucles InS plural.
¢9) That Trustee accepts tl~,s 'Trust whe~ ll~,s Dee(I. Ouly execute· In· ·cknowleOg~. ts maOe · put)he recorcl Is prov~cle~ by law. Trustee is not obi,gat·el to not~/any
party hereto 04 ~eno,rt~ sale un·er any Other Dee· of 'Trust or of ·ny act,on or pr·ce·Oleg ,n wr,cn .Trustor. Be~eh,.-'mry or .Trustee Shall pe · party ufllos$ Ix'Ought by 'Trustee.
DO NOT RECORD REQUEST FOR FULL RECONVEYANCE
TO FIRST AMERICAN TITLE INSURANCE COMPANY, TRUSTEE:
The undersKJned is the legal owner and holder of the note or notes, and of all other ,nclebtedness secured by the for·g·,·9 De~ of Trust. Said note or
notes, together w,tt~ all other ,n0ebtedness secured by sa,d DeeO of Trust. have been fully paid and sat,stied; ancl you are hereby requeste~ and chrec:ed.
on payment to you of any sums ow,n9 to you un·er me terms of saicl Deec~ of Trust. to cancel said note or notes above ment,oned, an· all other e¥i0ences
of ,neet)ted·ess secure00y sa,d Dee· of Trust clel,vered to you herew~m, together w~ttN the sa,d Dee~ of Trust. and to reconvey, without warranty, to the pa·es
cles[gnated by the terms of sa,d Deed of Trust. alt tn· estate now held by you unOer the same.
Dated
Please mail Deecl of Trust,
Note and Reconveyance to
Dn not i~r~, ~r destrr~, l~s I~ of Trust OR 7~iE N()TE u'ht¢b It tecure~. P~tb mutt ~e deittn~.d th the Tm~t?~r canceilatton beft~e r~m~n.~nce u~ll he ~uadr
LU
LEGAL DESCRIPTION OF PROPERTY
AL?~ THAT CERTAIN LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY
OF ORANGE, CITY OF TUSTIN, DESCRIBED AS FOLLOWS:
THAT PORTION OF LOT 65 IN BLOCK 10 OF IRVINE'S SUBDIVISION, AS
SHOWN ON A MAP RECORDED IN BOOK 1, PAGE 88 OF MISCELLANEOUS
RECORD MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,
DESCRIBED AS FOLLOWS:
PARCEL 1:
THE NORTHWESTERLY 290.00 FEET OF THE NORTHEASTERLY 300.00 FEET OF
THAT PORTION OF LOT 65 IN BLOCK 10 OF IRVINE'S SUBDIVISION, AS
PER MAP RECORDED IN BOOK 1, PAGE 88 OF MISCELLANEOUS RECORD MAPS
IN THE OFFICE OF THE 'COUNTY RECORDER OF SAID COUNTY, BOUNDED ON
THE NORTHWEST BY THE SOUTHEASTERLY LINE OF NEWPORT AVENUE, 60.00
FEET WIDE, AND BOUNDED ON THE NORTHEAST BY THE SOUTHWESTERLY LINE
OF THE 100.00-FOOT RIGHT OF WAY OF THE ATCHISON, TOPEKA AND SANTA
FE RAILWAY COMPANY, AS DESCRIBED IN DEED RECORDED JUNE 14, 1887
IN BOOK 245, PAGE 223 OF DEEDS IN THE OFFICE OF THE COUNTY
RECORDER OF LOS ANGELES COUNTY, CALIFORNIA.
EXCEPT ALL OIL, GAS AND OTHER HYDROCARBON AND MINERAL SUBSTANCES
LYING NOT LESS THAN 100 FEET BELOW THE SURFACE OF SAID LAND, AS
RESERVED IN THE DEED FROM SANTA FE LAND IMPROVEMENT COMPANY,
RECORDED FEBRUARY 18, 1955 IN BOOK 2964, PAGE 338 OF OFFICIAL
RECORDS, WHICH DEED PROVIDES AS FOLLOWS: "GRANTOR, ITS
SUCCESSORS AND ASSIGNS SHALL NOT HAVE THE RIGHT TO GO UPON THE
SURFACE OF SAID LAND FOR THE PURPOSE OF EXTRACTING SAID OIL, GAS
OR OTHER HYDROCARBON AND MINERAL SUBSTANCES, NOR FOR ANy PURPOSE
IN CONNECTION THEREWITH, BUT SHALL HAVE THE RIGHT TO EXTRACT AND
REMOVE SAID OIL, GAS AND OTHER HYDROCARBON AND MINERAL SUBSTANCES
BY MEANS OF SLANT-DRILLED WELLS LOCATED ON ADJACENT OR NEARBY
LAND, OR BY ANY OTHER MEANS WHICH SHALL NOT REQUIRE ENTRY UPON
THE SURFACE OF SAID LAND."
PARCEL 2:
THAT poRTIoN OF LOT 65 IN BLOCK 10 OF IRVINE'S SUBDIVISION, AS
SHOWN ON A MAP RECORDED IN BOOK 1, PAGE 88 OF MISCELLANEOUS
RECORD MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY
DESCRIBED AS FOLLOWS: '
BEGINNING AT A POINT ON THE SOUTHWESTERLY LINE OF THE 100-FOOT
WIDE RIGHT OF WAY OF THE ATCHISON, TOPEKA AND SANTA FE RAILWAY
COMPANy, DESCRIBED IN A DEED RECORDED JUNE 14, 1887 IN BOOK 245,
PAGE 223 OF DEEDS OF LOS ANGELES COUNTY, CALIFORNIA, SAID POINT
BEING DISTANT SOUTH 50 DEGREES 10' 50" EAST (BASIS OF BEARING AS
PER MAP FILED IN BOOK 34, PAGE 17 OF RECORD OF SURVEYS OF SAID
ORANGE COUNTY), ALONG SAID SOUTHWESTERLY LINE, 290.00 FEET FROM A
2-INCH IRON PIPE ON THE SOUTHEASTERLY LINE OF NEWPORT AVENUE (60
FEET WIDE), AS SAID SOUTHEASTERLY LINE IS SHOWN ON SAID RECORD OF
SURVEY MAP, SAID POINT BEING ALSO THE MOST EASTERLY CORNER OF
THAT CERTAIN 2.0-ACRE PARCEL OF LAND AS DESCRIBED IN DEED TO
CALIFORNIA BROKERAGE COMPANY, RECORDED OCTOBER 19, 1955 IN BOOK
3251, PAGE 583 OF OFFICIAL RECORDS OF SAID ORANGE COUNTY; THENCE
SOUTH 39 DEGREES 48' 55" WEST ALONG THE SOUTHEASTERLY LINE OF THE
SAID 2.0-ACRE PARCEL, 300.00 FEET TO THE MOST SOUTHERLY CORNER OF
SAID 2.0-ACRE PARCEL, SAID MOST SOUTHERLY CORNER BEING ON THE
NORTHEASTERLY LINE OF THAT CERTAIN 4.7904-ACRE PARCEL OF LAND AS
DESCRIBED IN A DEED TO THE COUNTY OF ORANGE, RECORDED SEPTEMBER
7, 1960 IN BOOK 5406, PAGE 473 OF OFFICIAL RECORDS OF SAID ORANGE
COUNTY; THENCE SOUTH 50 DEGREES 10' 50" EAST ALONG LAST SAID
EXHIBIT 1
DEED OF TRUST
LEGAL DESCRIPTION OF PROPERTY (continu~)
NORTHEASTERLY LINE, 2.00 FEET TO A POINT ON A LINE PARALLEL WITH
AND DISTANT SOUTH~S~~'.00 FEET, MEASURED AT RIGHT ANGLES
FROM THE SOUTHEAST~Y~LI~ OF SAID 2.0-ACRE PARCEL; THENCE NORTH
39 DEGREES 48' 55" EAST ALONG SAID PARALLEL'LINE, 300.00 FEET TO
A POINT ON THE SAID SOUTHWESTERLY LINE; THENCE NORTH 50 DEGREES
10' 50" WEST ALONG SAID SOUTHWESTERLY LINE, 2.00 FEET, MORE OR
LESS, TO THE POINT OF BEGINNING.
EXCEPT ALL OIL, GAS AND OTHER HYDROCARBON AND MINERAL SUBSTANcEs
LYING NOT LESS THAN 100 FEET BELOW THE SURFACE OF SAID LAND,
PROVIDED THAT GRANTOR, ITS SUCCESSORS AND ASSIGNS, SHALL NOTHAVE
THE RIGHT TO GO UPON THE SURFACE OF SAID LAND FOR THE PURPOSE OF
EXTRACTING SAID OIL, GAS OR OTHER HYDROCARBON AND MINERAL
SUBSTANCES, NOR FOR ANY PURPOSE IN CONNECTION THEREWITH, BUT
SHALL HAVE THE RIGHT TO EXTRACT AND REMOVE SAID OIL, GAS AND
OTHER HYDROCARBON AND MINERAL SUBSTANCES BY MEANS OF SLANT
DRILLED WELLS LOCATED ON ADJACENT OR NEARBY LAND, OR BY ANY OTHER
MEANS WHICH SHALL NOT REQUIRE ENTRY UPON THE SURFACE OF SAID
LAND, AS RESERVED IN DEED FROM SANTA FE LAND IMPROVEMENT COMPANY,
RECORDED JUNE 28, 1968..
PARCEL 3:
BEGINNING AT A POINT ON THE SOUTHWESTERLY LINE OF THE iO0-FOOT
WIDE RIGHT OF WAY OF THE ATCHISON, TOPEKA AND SANTA FE RAILWAY
COMPANY DESCRIBED IN DEED TO SAN BERNARDINO AND SAN DIEGO RAILWAY
COMPANY (PREDECESSOR IN INTEREST TO FIRST SAID RAILWAY COMPANY),
RECORDED JUNE 14, 1887 IN BOOK 245, PAGE 223 OF DEEDS, RECORDS OF
LOS ANGELES COUNTY, CALIFORNIA, SAID POINT BEING DISTANT SOUTH 50
DEGREES 10' 50" EAST 292.00 FEET (BASIS OF BEARINGS AS PER RECORD
OF SURVEY MAP FILED IN BOOK 34, PAGE 17, RECORDS OF ORANGE
COUNTY), ALONG SAID SOUTHWESTERLY LINE FROM A 2-INCH IRON PIPE ON
THE SOUTHEASTERLY LINE OF NEWPORT AVENUE (60 FEET WIDE), AS SAID
SOUTHEASTERLY LINE IS SHOWN ON SAID RECORD OF SURVEY MAP, SAID
POINT BEING ALSO THE MOST EASTERLY CORNER OF THAT CERTAIN 600
SQUARE FOOT PARCEL OF LAND DESCRIBED IN DEED TO CASE-SWAYNE CO.,
INC., RECORDED JUNE 28, 1963 IN BOOK 6609, PAGE 366 OF OFFICIAL
RECORDS OF ORANGE COUNTY; THENCE SOUTH 50 DEGREES 10' 50" EAST
449.49 FEET ALONG SAID SOUTHWESTERLY LINE TO A POINT ON A CURVE
CONCAVE SOUTHEASTERLY, WHICH IS CONCENTRIC WITH AND NORTHERLY
30.00 FEET FROM THE NORTHERLY LINE OF THAT CERTAIN 2.1346-ACRE
PARCEL OF LAND DESCRIBED IN DEED TO RAY HILL LUMBER COMPANY, AND
RECORDED DECEMBER 21, 1962 IN BOOK 6368, PAGE 446 OF OFFICIAL
RECORDS OF ORANGE COUNTY, A RADIAL LINE TO SAID CONCENTRIC CURVE
AT SAID POINT BEARS NORTH 16 DEGREES 03' 10" EAST; THENCE
WESTERLY AND SOUTHWESTERLY 398.96 FEET ALONG SAID CONCENTRIC
CURVE, HAVING A RADIUS OF 412.85 FEET, THROUGH A CENTRAL ANGLE OF
55 DEGREES 22' 06", TO THE NORTHEASTERLY LINE OF THAT CERTAIN
4.7904-ACRE PARCEL OF LAND DESCRIBED IN DEED TO THE COUNTY OF
ORANGE, RECORDED IN BOOK 5406, PAGE 473 OF OFFICIAL RECORDS OF
ORANGE COUNTY, LAST SAID NORTHEASTERLY LINE BEING PARALLEL WITH
AND SOUTHWESTERLY 300.00 FEET FROM THE SOUTHWESTERLY LINE OF SAID
RAILWAY RIGHT OF WAY; THENCE NORTH 50 DEGREES 10' 50" WEST 210.41
FEET ALONG LAST SAID NORTHEASTERLY LINE, TO THE MOST SOUTHERLY
CORNER OF SAID 600 SQUARE FOOT PARCEL OF LAND; THENCE NORTH 39
DEGREES 48' 55" EAST 300.00 FEET TO THE POINT OF BEGINNING.
EXCEPT ALL OIL, GAS AND OTHER HYDROCARBON AND MINERAL SUBSTANCES
LYING NOT LESS THAN 100 FEET BELOW THE SURFACE OF SAID LAND,
PROVIDED THAT GRANTOR, ITS SUCCESSORS AND ASSIGNS, SHALL NOT HAVE
THE RIGHT TO GO UPON THE SURFACE OF SAID LAND FOR THE PURPOSE OF
EXTRACTING SAID OIL, GAS AND OTHER HYDROCARBON AND MINERAL
SUBSTANCES, NOR ANY PURPOSES IN CONNECTION THEREWITH, BUT SHALL
HAVE THE RIGHT TO EXTRACT AND REMOVE SAID OIL, GAS AND OTHER
EXHIBIT 1
TO DEED OF TRUST
LEGAL DESCRIPTION OF PROPERTY (continue~)
HYDROCARBON AND MINERAL SUBSTANCES BY MEANS OF SLANT DRILLED
WELLS LOCATED ON ADJACENT OR NEARBY LAND,. OR BY ANY OTHER MEANS
WHICH SHALL NOT REQUIRE ENTRY UPON THE SURFACE OF SAID LAND, AS
RESERVED BY SANTA FE LAND IMPROVEMENT COMPANY, A CORPORATION, IN
DEED RECORDED AUGUST 14, 1964.
EXHIBIT 1
TO DEED OF TRUST
RIDER ATTACHED TO AND MADE A PART OF
DEED OF TRUST WITH ASSIGNMENT OF RENTS
(SHORT FORM)
1. Due on Transfer. If Trustor shall sell, convey or
alienate the real property ("Property") encumbered by this Deed
of Trust, or any part thereof, or any interest therein, or shall
be divested of its title or any interest therein in any manner or
way, whether voluntarily or involuntarily, without the written
consent of Beneficiary being first had and obtained, which
consent may be withheld for any reason whatsoever, Beneficiary
shall have the right, at its 'option, except as prohibited by law,
to declare all of the indebtedness or obligations secured hereby,
irrespective of the maturity date specified in any note
evidencing the same, immediately due and payable in full.
2. Partial ReconveyaDce$. By its acceptance of this Deed
of Trust, Beneficiary hereby agrees that, provided no notice of
default has been recorded and no condition or event has occurred
that would constitute a default upon the passage of time or the
giving of notice, Beneficiary shall give Trustor partial
reconveyances from the lien of this Deed of Trust, on Trustor's
written request, of any portion of the Property constituting a
lot or parcel shown on a recorded subdivision map covering all or
any portion of the Property. Reconveyance shall be conditioned
on payment on account of the principal of the promissory note
secured by this Deed of Trust (the "Release Payment")equal to
the product obtained by multiplying (i) the then unpaid principal
balance of said promissory no~e, by (ii) a fraction, the
numerator of which is the area of the real property to be
released and reconveyed from the lien of this Deed of Trust, and
the denominator of which is the area of the entire real property
then encumbered by this Deed of Trust. In addition to the
Release Payment, Trustor shall also concurrently pay to
Beneficiary all accrued and unpaid interest under the promissory
note to the date of the partial reconveyance, and Trustor shall
also pay all costs of preparing, executing and recording all
documents necessary to accomplish the partial release and
reconveyance. With respect to any partial reconveyance, Trustor
further agrees: (a) at Beneficiary's option, such partial
reconveyance shall be conditioned upon Beneficiary receiving, at
Trustor's expense, an endorsement to Beneficiary's title
insurance policy, which insures that the portions of the Property
remaining subject to this Deed of Trust have legal access to a
public street; and/or (b) at Beneficiary's option, such partial
reconveyance shall be conditioned upon Beneficiary receiving, at
Trustor's expense, an endorsement to Beneficiary's title
insurance policy, which insures that such partial reconveyance
will not adversely affect the priority of this Deed of Trust with
respect to the portions of the Property remaining subject to this
Deed of Trust.
TUSTIN COMMUNITY REDEVELOPMENT AGENCY,
a California community redevelopment
agency
By:
Christine Shingleton,
Assistant Executive Director
"Trustor"
[attach notarial acknowledgement]
F: \REAL\~6~, \OT~9OOO\R I DERDOT. RV2
EXHIBIT 2
TO DEED OF TRUST
EXHIBIT D
.SCHEDULE OF PLANS, SPECIFICATIONS, SURVEYS, TESTS.
STUDIES AND REPORTS TO BE DELIVERED TO BUYER
le
·
·
·
·
·
·
·
·
10.
11.
September 29, 1978 appraisal of the property by Joseph A. Mueller,
M.A.I.
June 20, 1985 appraisal of the property by Phillip S. Jackson,
M.A.I.
May 19, 1992 Preliminary Site Assessment by Dames & Moore.
October 22, 1992 Bank of America Environmental Questionnaire
completed by Case-Swayne Co., Inc.
November 8, 1985 preliminarY environmental investigation by J.T.
Alton, Inc.
December 30, 1985 letter from Orange County Health Care Agency on
contaminated soil at 1021 East Edinger Ave.
September 9, 1986 Waste Oil Contamination Assessment and
Mitigation by Alton Geoscience.
October 10, 1986 letter from Orange County Health Care agency
regarding September 9, 1986 Alton Geoscience report.
October 28, 1986 Transmittal of response to Orange County Health
Care Agency by Alton Geoscience.
December 10, 1986 letter from Orange County Health care agency
approving completion of the remediation of soil contamination.
January 25, 1951 Preliminary Floor Plan & Plot Plan done by Roy
Donley A.I.A.
F:\REAL\864\O7349000\PURAG.RV~
0~/15/94
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RESOLUTION NO. RDA 94-5
A RESOLUTION OF THE TUSTIN COMMUNITY
REDEVELOPMENT AGENCY, CERTIFYING THE FINAL
NEGATIVE DECLARATION AS ADEQUATE FOR THE
ACQUISITION OF THE PROPERTY AT 1021 EAST
EDINGER STREET INCLUDING REQUIRED FINDINGS
PURSUANT TO THE CALIFORNIA ENVIRONMENTAL
QUALITY ACT.
The Tustin Community Redevelopment Agency does hereby
resolve as follows:
I .
The Tustin Community Redevelopment Agency finds and
determines as follows:
A,
The proposed acquisition of the property at
1021 East Edinger Street is considered a
"project" pursuant to the terms of the
California Environmental Quality Act.
B. A Negative Declaration has been prepared for
this project and has been distributed for
public review.
C.
The Redevelopment Agency has considered
evidence presented by the Community
Development Director and other interested
parties with respect to the subject Negative
Declaration.
m ,
The Redevelopment Agency has evaluated the
proposed final Negative Declaration and
determined it to be adequate and complete.
II. A Final Negative Declaration has been completed in
compliance with CEQA and State guidelines. The
Redevelopment Agency, having authority over the
approval of the acquisition of the property at 1021
East Edinger Street, has received and considered
the information contained in the Negative
Declaration, prior to recommending approval of the
proposed project, and found that it adequately
discussed the environmental effects of the proposed
project. The Redevelopment Agency has found that
the project involves no potential for an adverse
effect, either individually or cumulatively, on
wildlife resources and makes a De Minimis Impact
Finding related to AB3158, Chapter 1206, Statutes
of 1990. On the basis of the initial study and
comments received during the public review process,
the Redevelopment Agency has found that, the
proposed projects would not have a significant
effect on the environment.
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RDA Resolution No. 94-5
Page 2
PASSED AND ADOPTED at a regular meeting of the Tustin
Community Redevelopment Agency, held on the 2nd day of
May, 1994.
Thomas Saltarelli
Redevelopment Chairperson
Mary E. Wynn
City Clerk
STATE OF CALIFORNIA )
COUNTY OF ORANGE )
CITY OF TUSTIN )
SS
CERTIFICATION FOR RDA RESOLUTION NO. 94-5
MARY E. WYNN, City Clerk and ex-officio Clerk of the
Redevelopment Agency of the City of Tustin, California
does hereby certify that the whole number of the numbers
of the Redevelopment Agency of the City of Tustin is 5;
that the above and foregoing RDA Resolution No. 94-5 was
duly and regularly introduced, passed and adopted at a
regular meeting of the Redevelopment Agency held on the
2nd day of May, 1994, by the following vote:
COUNCILMEMBER AYES:
COUNCILMEMBER NOES:
COUNCILMEMBER ABSTAINED:
COUNCILMEMBER ABSENT:
MARY E. WYNN
City Clerk
CITY OF TUSTIN
community Development Department
ENVIRONMENTAL INITIAL STUDY FORM
I®
Background
1. Name of Proponent CITY OF TUSTIN COMMUNITY REDEVELOPMENT AGENCY
·
Address and Phone Number of Proponent
300 Centennial Way, Tustin, CA, 92680 (714) 573-3121
II.
3. Date of Checklist Submitted December 20, 1993
·
·
Agency Requiring-Checklist City of Tustin Community Redevelopment Agenc)
Name of Proposal, if applicable Acquisition of Property; 1021 Edinger S
Environmental Impacts
(Explanations of all "yes" and "maybe" answers are required on
attached sheets.)
·
Earth· Will the proposal result in:
Yes Maybe No
a·
Unstable earth conditions or in
changes in geologic substructures?
be
Disruptions, displacements, compaction
or overcovering of the soil?
Ce
Change in topography or ground surface
relief features?
de
The destruction, covering or
modification of any unique geologic
or physical features?
e·
Any increase in wind or water erosion
of soils, either on or off the site?
f·
Changes in deposition or erosion of
beach sands, or changes in siltation,
deposition or erosion which may modify
the channel of a river or stream or the
bed of the ocean or any ban, inlet or
lake?
Yes Maybe
·
·
ge
Exposure of people or property to
geologic hazards such as earthquakes,
landslides, mudslides, ground failure,
or similar hazards?
Air. Will the proposal result in:
a·
Substantial air emission or
deterioration of ambient air quality?
·
b. The creation of objectionable odors?
Ce
Alteration of air movement, moisture,
or temperatures, or any change in
climate, either locally or regionally?
Water. Will the proposal result in:
a·
Changes in currents, or the course
of direction of water movements,
in either marine or fresh water?
be
Changes in absorption rates,
drainage patterns, or the rate and
amount of surface runoff?
Ce
Alterations to the course or flow
of flood waters?
de
Change in the amount of surface
water in any water body?
ee
Discharge into surface waters,
or in any alteration of surface water
quality, including but not limited
to temperature, dissolved oxygen or
turbidity?
f·
Alteration of the direction or rate
of flow of ground waters?
ge
Change in the quantitY of ground
waters, either through direct additions
or withdrawals, or through interception
of an aquifer by cuts or excavations?
he
Substantial reduction in the amount of
water otherwise available for public
water supplies?
Yes Maybe No
e
Se
·
Exposure of people or property to
water related hazards such as flooding
or tidal waves?
.Plant Life. Will the proposal result in:
aa
be
Change in the diversity of species, or
number of any species of plants (including
trees, shrubs, grass, crops, and aquatic
plants) ?
Reduction of the numbers of any unique,
rare or endangered species of plants?
Ce
Introduction of new species of plants
into an area, or in a barrier to the
normal replenishment of existing
species?
de
Reduction in acreage of any
agricultural crop?
Animal Life. Will the proposal result in:
Change in the diversity of species, or
numbers of any species of animals (birds,
land animals including reptiles, fish and
shellfish, benthic organisms or insects)?
be
de
Reduction of the numbers of any unique,
rare or endangered species of animals?
Introduction of new species of animals
into an area, or result in a barrier to
the migration or movement of animals?
Deterioration to existing fish or
wildlife habitat?
Noise. Will the proposal result in':
a. Increases in existing noise levels?
b~
Exposure of people to severe noise
levels?
Light and Glare. Will the proposal produce
new light or glare?
X
Ye s Maybe No
·
10.
11.
12.
13.
Land Use. Will the proposal result in
a substantial alteration of the present
or planned land use of an area?
Natural Resources. Will the proposal
result in'.
a·
Increase in.the rate of use of any
natural resources?
b·
Substantial depletion of any
nonrenewable natural resource?
Risk of Upset. Will the proposal involve:
a·
A risk of an explosion or the release
of hazardous substances (including, but
not limited to, oil, pesticides, chemicals
or radiation) in the event of an accident
or upset conditions?
be
Possible interference with an
emergency response plan or an
emergency evacuation plan?
Population. Will the proposal alter
the location, distribution, density, or
growth rate of the human population of
an area?
Housing. Will the proposal affect
existing housing, or create a demand
for additional housing?
Transportation/Circulation. Will the
proposal result in:
a·
Generation of substantial additional
vehicular movement?
be
Effects on existing parking facilities,
or demand for new parking?
Ce
Substantial impact upon existing
transportation systems?
do
Alterations to present patterns of'
circulation or movement of people
and/or goods?
x
x
x
14.
15.
16.
ee
Alterations to waterborne, rail or
air traffic?
f®
Increase in traffic hazards to motor
vehicles, bicyclists or pedestrians?
Public Services. Will the proposal have
an effect upon, or result in a need for new
or altered governmental services in any of
the following areas:
a. Fire protection?
b. Police protection?
c. Schools?
d. Parks or other recreational facilities?
e.. Maintenance of public facilities,
including roads?
f. Other governmental services?
Energy. Will the proposal result in:
a. Use of substantial amounts of fuel or
energy?
be
Substantial increase in demand upon
existing sources of energy, or require
the development of new sources of
energy?
Utilities. Will the proposal result in a
need for new systems, or substantial
alterations to the following utilities:
be
Power or natural gas?
Cor~munications systems?
c. Water?
d. Sewer or septic tanks?
e. Storm water drainage?
f. Solid waste and disposal?
Yes Maybe No
X
X
X
X
X
X
Yes Maybe N0
17.
18.
19.
20.
21.
Human Health. Will the proposal
result in:
ae
Creation of any health hazard or
potential health hazard (excluding.
mental health)?
b. Exposure of people to potential
health hazards?
Solid Waste. Will the proposal create
additional solid waste requiring disposal
by the City?
Aesthetics. Will the proposal result in
the obstruction of any scenic vista or view
open to the public, or will the proposal
result in the creation of an aesthetically
offensive site open to public view?
Recreation. Will the proposal result in an
impact upon the quality or quantity of
existing recreational opportunities?
Cultural Resources
ae
Will the proposal result in the
alteration of or the destructiOn of
a prehistoric or historic archaeological
site?
be
Will the proposal result in adverse
physical or aesthetic effects to a
prehistoric or historic building,
structure, or object?
Ce
Does the proposal have the potential
to cause a physical change which
would affect unique ethnic cultural
values?
d.
Will the proposal restrict existing
religious or sacred uses within the
potential impact area?
X
22.
Yes Maybe No
Mandatory Findings of significance.
ae
Does the project have the potential to
degrade the quality of the environment
substantially reduce the habitat of a
fish or wildlife species, cause a fish or
wildlife population to drop below self
sustaining levels, threaten to eliminate
a plant or animal community, reduce the
number or restrict the range of a rare or
endangered plant or animal or eliminate
important examples of the major periods
of California history or prehistory?
be
Does the project have the potential to
achieve short-term, to the disadvantage of
long-term, environmental goals? (A short-
term impact on the environment is one
which occurs in a relatively brief, definitive
period of time while long-term impacts will
endure well into the future).
Ce
Does the project have impacts which are
individually limited, but cumulatively con-
siderable? (A project may impact on two
or more separate resources where the impact
on each resource is relatively small, but
where the effect of the total of those
impacts on the environment is significant. )
de
Does the project have environmental effects
'which will cause substantial adverse effects
on human beings, either directly or
indirectly?
III. Discussion of Environmental Evaluation
IV. Determinatiom
(To be completed by the Lead Agency)
On the basis of this initial evaluation:
I find that the proposed project COULD NOT have a
significant effect on the environment, and a
NEGATIVE DECLARATION will be prepared.
X
I find that although the proposed project could have
a significant effect on the environment, there will
not be a significant effect in this case because the
mitigation measure described on an attached sheet have
been added to the project. A NEGATIVE DECLARATION WILL
BE PREPARED
I find the proposed project MAY have a significant effect
on the environment, and an ENVIRONMENTAL IMPACT REPORT
is required.
December 22, 1993
Date
Signature //
Christine Shingleton L/
Assistant City Manager
SECTION III
Discussion of Environmental Evalu&tion
Property Acquisition= 1021 E~inger Avenue
December 20, 1993
'Page I
Project Description Supplement - The proposed, project is the
acquisition of three parcels of land located on the north side of
Edinger Avenue, east of State Route 55 Freeway. The address of the
properties is 1021 Edinger Avenue, Tustin, California, and is
located within the South Central Redevelopment Project Area. The
legal description of the properties is a metes and bounds
description, being a portion of Lot 65 in Block 10 of Irvine's
subdivision, as per map recorded in Book 1, Page 88 of
Miscellaneous Records in the Office of the Orange County Recorder.
The assessor parcel numbers are 430-252-05 and 430-252-06.
The acquisition of the. property is necessary to provide public
right-of-way for the extension of Newport Avenue and to eliminate
blight within the South Central Redevelopment Area as defined in
the Section II of the Agency Report to the City Council on the
South Central Redevelopment Plan which states:
"Blight exists within the amendment area caused by mixed
land uses, lack of adequate development standards,
inadequacy of public improvements, deficient circulation
system, transition of the character of land uses, and
irregular shaped lots." (Underline added)
Section III of the Agency Report to the City Council on the
Redevelopment Plan identifies the "Newport Avenue, Southerly
Extension" as the first listed Transportation Improvement Project.
To date, there are no detailed development plans designed nor
specific alignments set for the extension of Newport Avenue.
Therefore, it is not possible to analyze or discuss potential
environmental impacts for the extension itself. The property is
being acquired at this time because the property owner has placed
it on the market and the Agency is taking advantage of this
opportunity recognizing the South Central Redevelopment Plan and
the Pacific Center East Specific Plan Doth identify the extension
as a needed project. The property will be held by the Agency until
such time as the alignment is set and the construction plans
designed. As the plans are developed and the specific alignment
studied, any'necessary additional environmental assessment required
by the California Environmental Quality Act (CEQA) will be
undertaken. Therefore, this is an analysis of the property
acquisition only.
SECTION III
Discussion of Environmental Evaluation
Property Acquisition: 1021 Edinger Avenue
*December 20, 1993
Page 2
ENVIRONMENTAL IMPACTS
1. Earth
Items A throuqh G- "NO"
The proposed property acquisition will have no impact on
geologic substructures, soil erosion or exposure of people or
property to any geological hazards, as no grading is proposed
with the acquisition of the property.
When a project study report is prepared and a clear project
definition developed for the extension of Newport Avenue, any
additional environmental analysis required by CEQA will be
done on the construction project for the extension.
Source:
Field verification
Tustin General Plan Technical Background Reports
Pacific Center East Environmental Impact Report
and Specific Plan
2. Air
Items A throuqh C - "No"
Since there will be no physical alterations as a result of the
property acquisition, nor will it result in deterioration of
ambient air quality, objectionable odors, or alterations of
air movement, moisture, or temperatures.
'When a project study report is prepared and a clear project
definition developed for the extension of Newport Avenue, any
additional environmental analysis required by CEQA will be
done on the construction project for the extension.
Source SCAQMD Guidelines
Water
Items A throuqh I - "No"
This acquisition of the property will not result in any of the
following: changes in currents or water movements; alterations
to the flow of flood waters; discharge into surface water;
alteration of the rate or direction of flow of groundwater;
reduction in the amount of water available for public water
supplies; and/or exposure to water related hazards.
SECTION ~
D~scuss~on oE Env£ronmen~&l Evalu&~£on
Property &cqu[s[t[on: ~0~1 Ed[nger ~Venue
Dece~er 20~ 1993
Page 3
When a project study report is prepared and.a clear project
definition developed for the extension of Newport Avenue, any
additional environmental analysis required by CEQA will be
done on the construction project for the extension.
Source:
Field verification :'
City of Tustin Building Official
Pacific Center East Environmental Impact Report and
Specific Plan
·
Plant Life
Items A throuqh D - "No"
Since there is no land alteration activity associated with the
property acquisition, the proposed project will not result in
any of the following: changes in the diversity of species, or
number of species of plants; reduction in the number of any
unique, rare or endangered species of plants; introduction of
any new species of plants; and/or reduction in the acreage of
any agricultural crop.
When a project study report is prepared and a clear project
definition developed for the extension of Newport Avenue, any
additional environmental analysis required by CEQA will be
done on the construction project for the extension.
Source:
Field verification
Tustin General Plan Technical Background Reports
Pacific Center East Environmental Impact Report and
Specific Plan
·
Animal Life
Items A thouqh D - "No"
The proposed property acquisition will not result in any of
the following: changes in the di¥'ersity of species or number
of species of animals; reduction of the numbers of any unique,
rare or endangered species of animals; introduction of new
species of animals; and/or deterioration to existing fish or
wildlife habitat.
When a project study report is prepared and a clear project
definition developed for the extension of Newport Avenue, any
additional environmental analysis required by CEQA will be
SECTION III
Discussion of Environmental Evaluation
Property Acquisition: 1021 Edinger Avenue
December 20, 1993
Page 4
done on the construction project for the extension.
Source:
Field verification
Tustin General Plan Technical Background Reports
Pacific Center East Environmental Impact Report and
Specific Plan
o
Noise
Item A and B - "No"
The acquisition of the property will not result on increased
noise nor will it expose people to severe noise levels.
When a project study report is prepared and a clear project
definition developed for the extension of Newport Avenue, any
additional environmental analysis required by CEQA will be
done on the construction project for the extension.
Source:
Field verification
Tustin General Plan Technical Background Reports
Pacific Center East Environmental Impact Report and
Specific Plan
·
Lights and Glare
"No"
The proposed property acquisition will not produce new light
or glare.
When a project study report is prepared and a clear project
definition developed for the extension of Newport Avenue, any
additional environmental analysis required by CEQA will be
done on the construction project for the extension.
Source:
Field verification
Tustin General Plan Technical Background Reports
Pacific Center East Environmental Impact Report and
Specific Plan
8. Land Use
"No"
SECTION III
Discussion of Environmental Evaluation
Property Acquisition: 1021 Edinger Avenue
December 20, 1993
Page 5
The proposed land acquisition will not resultin a substantial
alteration of the present or planned land use of the area.
When a project study report is prepared and a clear project
definition developed for the extension of Newport Avenue, any
additional environmental analysis required by 'CEQA wiI1 be
done on the construction project for the extension.
Source:
Tustin General Plan Technical Background Reports
Pacific Center East Environmental Impact Report and
Specific Plan
·
Natural Resources
Items A and B - "No"
The proposed property acquisition will not result in an
increase in the rate of use of any natural.resources or
substantial depletion of any nonrenewable natural resource.
When a project study report is prepared and a clear project
definition developed for the extension of Newport Avenue, any
additional environmental analysis required by CEQA will be
done on the construction project for the extension.
Source:
Field verification
Tustin General Plan Technical Background Reports
Pacific Center East Environmental Impact Report and
Specific Plan
10. Risk of Upset
Items A and B - "No"
The proposed prcperty acquisition will not involve a risk of
explosion or release of hazardous substances, nor will there
be possible interference with the City's emergency response
plan or emergency evacuation plan, in the event of an accident
or upset conditions.
When a project study report is prepared and a clear project
definition developed for the extension of Newport Avenue, any
additional environmental-analysis required by CEQA will be
done on the construction project for the extension.
SECTION III
Discussion of Environmental Evaluation
Property Acquisition: 1021 Edinger Avenue
December 20, 1993
Page 6
11.
Source:
Field verification
Tustin General Plan Technical Background Reports
Pacific Center East Environmental Impact Report and
Specific Plan
·
Population
"No"
The proposed property acquisition will not alter the location,
distribution, density or growth rate of the human population
of the area.
When a project study report is prepared and a clear project
definition developed for the extension of Newport Avenue, any
additional' environmental analysis required by CEQA will be
done on the construction project for the extension.
Source:
Field verification
Tustin General Plan Technical Background Reports
Pacific Center East Environmental Impact Report and
Specific Plan
12.
Housing
"No"
The proposed property acquisition will not affect existing
housing nor create a demand for new housing.
When a project study report is prepared and a clear project
definition developed for the extension of Newport Avenue, any
additional environmental analysis required by CEQA will be
done on the construction project for the extension.
Source:
Field verification
Tustin General Plan Technical Background Reports
Pacific Center East Environmental Impact Report and
Specific Plan
13.
Transportation/Circulation
Items A throuqh F - "No"
The proposed property acquisition will not result in the
SECTION III
Discussion of Environmental Evaluation
Property Acquisition: 1021 Edinger Avenue
December 20, 1993
Page 7
following: generation of substantial additional vehicular
movement; effects on existing parking facilities, or demands
for future parking; alterations to waterborne, rail or air
traffic; and/or increase in traffic hazards to motor vehicles,
bicyclists or pedestrians.
When a project study .report is prepared and a clear project
definition developed for the extension of Newport Avenue, any
additional environmental analysis required by CEQA will be
done on the construction project for the extension.
Source:
Field verification
Tustin General Plan Technical Background Reports
Pacific Center East Environmental Impact Report and
Specific Plan
14. PUblic Services
Items A throuqh F - "No"
The proposed property acquisition will not result in a need
for new or altered governmental services.
When a project study report is prepared and a clear project
definition developed for the extension of Newport Avenue, any
additional environmental analysis required by CEQA will be
done on the construction project for the extension.
Source:
Field verification
Tustin General Plan Technical Background Reports
Pacific Center East Environmental Impact Report and
Specific Plan
15. Energy
Items A and B - "No"
The proposed property acquisition will not result in use of
substantial amounts of fuel or energy nor a substantial
increase in demand upon existing sources of energy, or require
the development of new sources of energy.
When a project study report is prepared and a clear project
definition developed for the extension of Newport Avenue, any
additional environmental analysis required by CEQA will be
done on the construction project for the extension.
SECTION III
Discussion of Environmental Evaluation
Property Acquisition: 1021 Edinger Avenue
December 20, 1993
Page 8
16.
Source:
Field Verification
Tustin General Plan Technical Background Reports
Pacific Center East Environmental Impact Report and
Specific Plan
Utilities
Items A throuqh F - "No"
The proposed property acquisition will not result in a need
for new utility systems nor require substantial alterations, to
existing systems.
When a project study report is prepared and a clear project
definition developed for the extension of Newport Avenue, any
additional environmental analysis required by CEQA will be
done on the construction project for the extension.
Source:
Field verification
Tustin General Plan Technical Background Reports
Pacific Center East Environmental Impact Report and
Specific Plan
17.
Human Health
Items A and B - "No"
The proposed acquisition will not result in the creation of
any health hazard or potential health hazard, nor will it
result in exposure of people to potential health hazards.
Wb_en a project study report is prepared and a clear project
definition developed for the extension of Newport Avenue, any
'~dditional environmental analysis required by CEQA will be
done on the construction project for the extension.
Source:
Field verification
Tustin General Plan Technical Background Reports
Pacific Center East Environmental Impact Report and
Specific Plan
18.
Solid Waste
"No"
SECTION III
Discussion of Environmental Evaluation
Property Acquisition: 1021 Edinger &venue
December 20, 1993
Page 9
The proposed property acquisition will not create additional
solid waste requiring disposal.
When a project study report is prepared and a clear project
definition developed for the extension of Newport Avenue, any
additional environmental analysis required by CEQA will be
done on the construction project for the extension.
Source:
Field verification
City of Tustin Public Works Department
19. Aesthetics
"NO"
The proposed property acquisition will not result in the
obstruction of any scenic vista or view open to the public,
nor will it result in the creation of an aesthetically
offensive site open to public view.
When a project study report is prepared and a clear project
definition developed for the extension of Newport Avenue, any
additional environmental analysis required by CEQA will be
done on the construction project for the extension.
Source:
Field verification
Tustin General Plan Technical Background Reports
Pacific Center East Environmental Impact Report and
Specific Plan
20. Recreation
"No"
The proposed property acquisition will not result in an impact
upon the quality or quantity of existing recreational
opportunities.
When a project study report is prepared and a clear project
definition developed for the extension of Newport Avenue, any
additional environmental analysis required by CEQA will be
done on the construction project for the extension.
Source:
Field verification
City of Tustin Community Services Department
Tustin General Plan Technical Background Reports
SECTION III
Discussion of Environmental Evaluation
Property Acquisition: 1021 Edinger Avenue
December 20, 1993
Page 10
Pacific Center East Environmental Impact Report and
Specific Plan
21. Cultural Resources
Items A throuqh D - "No"
The proposed property acquisition will not result in any of
the following: alteration or destruction of a prehistoric or
historic archeological site, building, structure or object;
potential to cause a physical change which would affect unique
cultural values; and/or restriction of existing religious or
sacred uses within the potential impact area.
When a project study report is prepared and a clear project
definition developed for the extension of Newport Avenue, any
additional environmental analysis required by CEQA will be
done on the construction project for the extension.
Source:
Field verification
City of Tustin Cultural Resources Survey Report
22. Mandatory Findings of Significance
Items A throuqh D - "No"
The proposed property acquisition will not result in any
significant adverse impacts on the environment, will not have
the potential of achieving a short term environmental goal to
the disadvantage of long term goals, does not have limited
individual impacts which are cumulatively significant, nor
will it cause substantial adverse effects, either directly or
indirectly, on human beings.
When a project study report is prepared and a clear project
definition developed for the extension of Newport Avenue, hny
additional environmental analysis required by CEQA will be
done on the construction project for the extension.
Source:
Field verification
Tustin General Plan Technical Background Reports
Pacific Center East Environmental Impact Report and
Specific Plan