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HomeMy WebLinkAboutCT 00-16; Miller, George L.; 2023-0201319: Quitclaim Deed" \\\-X RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City Clerk CITY OF CARLSBAD 1200 Carlsbad Village Drive Carlsbad, CA 92008 MAIL TAX STATEMENTS TO: CITY OF CARLSBAD 1200 Carlsbad Village Drive Carlsbad, CA 92008 APN: 214-611 -53 DDT: $0.00 DOC# 2023-0201319 111111111111 1111111111 1111111111 11111111111111111111111111111111111111 Jul 27, 2023 02:25 PM OFFICIAL RECORDS JORDAN Z. MARKS, SAN DIEGO COUNTY RECORDER FEES $0.00 (SB2 Atkins: $0.00) PCOR: N/A PAGES: 12 SPACE ABOVE THIS LINE FOR RECORDER'S USE This instrument is for the benefit of the City of Carlsbad and is therefore exempt from the payment of the recording fee pursuant to Government Code Sections 6102 and 27383, and from the payment of the documentary transfer tax pursuant to Revenue and Taxation Code Section 11922. QUITCLAIM DEED PURSUANT TO A COURT ORDER issued by the United States Bankruptcy Court for the District of Delaware in Case No. 09-10571-BLS, a copy of which order is attached hereto as Exhibit "A"; FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, WL HOMES LLC, a Delaware limited liability company, by and through George L. Miller, Chapter 7 Bankruptcy Trustee ("Grantor"), hereby REMISES, RELEASES, AND QUITCLAIMS to the CITY OF CARLSBAD, a municipal corporation ("Grantee"), all of its right, title and interest in and to certain real property located in the City of Carlsbad, County of San Diego, State of California, more particularly described as follows: ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: LOT 225, INCLUSIVE, OF CARLSBAD TRACT NO. CT 00-16, POINSETTIA PROPERTIES, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 14407 FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON JUNE 19, 2002. [end of legal description] [SIGNATURE PAGE FOLLOWS] 121 I 63-00000005/6802057 .6 SIGNATURE PAGE TO QUITCLAIM DEED IN WITNESS WHEREOF, Grantor has executed this Quitclaim Deed. GRANTOR: WL HOMES LLC, a Delaware limited liability company By:~~«J'l,.k_¼ Name: _ Title: Chapter 7 Bankruptcy Trustee PENNSYLVANIA NOTARY ACKNOWLEDGMENT ~~~~t~f ){~~~14~t?3£; ~ This instrument was ac~nowledged before me on ;:Ju.r\e... (R , "2...()2., 2:> (date) by (1 eo r<c e,. L. r\-l I ller (name(s) of individual(s)) as t,,ho..prt.r '] 7 ru";;,+ee (type of authority, such as officer or trustee), who represent that (he, she, or they) are authorized to act on behalf of W L BCJ'MC'=:> LLC ___________ (name of party on behalf of whom record was executed). ignature of Notarial Officer ~&cl~M V ~bl ic. ------ Title of ot My commission expires: \\i).O.Y--c..h I lo\ 202...J-j I 211 63-00000005/6802057.6 2 (Stamp) Commonwealth of Penns)'fvanla • Notary Seal Louann M Cromley. Notary Public Phlladelphia County My commission expires March 16, 2024 Commission number 129694 7 CERTIFICATION FOR ACCEPTANCE OF QUITCLAIM DEED This is to certify that the interest in real property conveyed by the QUITCLAIM DEED executed the k:2 day of ,T U..'f\e,___ , 2023, from WL HOMES LLC, a Delaware limited liability company, by and through George L. Miller, Chapter 7 Bankruptcy Trustee, to the City of Carlsbad, a municipal corporation as "Grantee," is hereby accepted by the City Clerk on behalf of the City Council of the City of Carlsbad, California, a municipal corporation, pursuant to the authority conferred by Carlsbad Municipal Code Section 11.04.0S0(D), adopted by Ordinance No. NS-422 on September 16, 1997, as it may have been amended from time-to-time, and the Grantee consents to the recordation thereof by its duly authorized officer, the City Clerk. DATED: J-J-"'°'e__ Q...] 121163-00000005/6802057.6 I 2023 ~~ Deputy City Clerk (SEAL) 3 ,,1,11111111111111,,,, ~❖" G CA b 111 111. ~ Ol'" ry' / 1"1,1. ~\. ,•···.:llllllllt::~·t\~ ::::;:·· ~ .. u~~ i c3 /·· .... ~ I 1-.. ~1 ~-A-.) 0 I % \7~ W,i t ~ "• ...... ,n,.... ..·· S ~,';~( .... : ..... -~,,. ~ '11,,,, I FQf\~ ,,,,<$< 11111111111111111''' I 21 163-00000005/6802057.6 Exhibit A to Quitclaim Deed ORDER: Case No.: 09-10571 -BLS [attached] 4 ~ !i= 0 ~ ::, 0 Case 09-10571-BLS Doc 4656 Filed 06/01/23 Page 1 of 8 -= ~ ! ~--~· ., ~· II ~ r. :1;. ~ ~ ~7 Inr;;-e: ------=-=~ IN THE UNITED ST ATES BANKRUPTCY COURT FOR THE DISTRICT OF DELA WARE "' 0 >-0. 8 ~ 0 V -0 C: "' .. s "' "' .., C: ·o .., ~ .E .. £ "' £ t .= a:: UJ u ~ !!! V> :i: f- ("') N ., 0 V ~ "' N ~ ~ oi ~ QI) 0 C: ;; 19 l'J -;;;-"' Cl --- .. ~ . I \!L HOMES, LLC, et al., -.; Cl 0 t, -~ i5 e :, 8 '5.. :, Debtors. Chapter 7 Case No.: 09-10571 (BLS) Jointly Administered Related Docket No, 4653 ! ORDER APPROVING CONVEYANCE OF CERTAIN REAL PROPERTY OF THE ~ DEBTORS FREE AND CLEAR OF ALL LIENS, CLAIMS AND ENCUMBRANCES ~ PURSUANT TO SECTIONS 105(a) i AND 363 OF THE BANKRUPTCY CODE ..::.:: . ---.; u ?: ::, 0. ., Cl Upon consideration of the motion (the "Motion")2 of George L. Miller, chapter 7 trustee (the "Trustee") for the estates of the above-captioned debtors, for authority to convey certain real property of the Debtors located approximately at the western terminus of Sand Shel I A venue, in the City of Carl sbad, County of San Diego, State of California, commonly known as the "Sand Shell Lift Station", designated as property tax Assessor's Parcel Number 214-611-53, and more particularly described on Exhibit A attached hereto (hereinafter the "Property"), to the City of Carlsbad, a municipal corporation (the "City"), free and clear of all Liens other than tax liens (the "Tax Liens") for unpaid personal property tax obligations that became due and owing to the County of San Diego during the pendency of the bankruptcy and were recorded pursuant to Bankruptcy Code Section 362(b)(l8) (the "Tax Obligations"), and for related relief pursuant to sections I 05(a) and 363 of the Bankruptcy Code (the "Conveyance"); it appearing to the Court The Debtors in these cases, along with the last four digits of each of the Debtor's federal tax identification number, are: WL Homes LLC (6595); JLH Realty & Construction, Inc. ( 1899); JLH Arizona Construction, LLC (2154); WL Texas LP (0079); WL Homes Texas LLC (0103); and Laing Texas LLC (0052). The cases were subsequently jointly administered by order entered February 20, 2009 [Docket No. 48). 2 Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Motion. Case 09-10571-BLS Doc 4656 Filed 06/01/23 Page 2 of 8 that it has core jurisdiction over this matter pursuant to 28 U,S,C, §§ 157{b)(2) and .LlJi; the Court finding that notice of the Motion was sufficient under the circumstances; the Court having conducted a hearing; due and adequate notice of the Motion having been g iven; and sufficient cause appearing therefor; IT IS HEREBY FOUND AND DETERMINED THAT: 3 A. The Court has jurisdiction over the Motion pursuant to 28 U,S,C, §§ !57 and 113.i, and this matter is a core proceeding pursuant to 28 U,S,C. §§ ! 57(b)(2). Venue of these cases and the Motion in this district is proper under 28 U,S,C. §§ 1408 and liQ.2.. B. The statutory predicates for the relief sought in the Motion are sections I OS(a) and 363(b), (t), and (m) of the Bankruptcy Code. C. Proper, timely, adequate and sufficient notice of the Motion has been provided in accordance with Federal Rule of Bankruptcy Procedure 2002. Such notice was good, sufficient and appropriate under the particular circumstances. For good cause shown, no other or further notice of the Motion or the Conveyance of the Property is or shall be required. D. The Trustee has full power and authority to complete the Conveyance of the Property, and execute and deliver all documents contemplated by the Conveyance. No consents or approvals are required for the Trustee to consummate the Conveyance. E. Approval of the terms of the Conveyance of the Property is in the sound business judgment of the Trustee and is in the best interests of the Debtors, their creditors, their estates, and other parties in interest. F. The Trustee has demonstrated good, sufficient, and sound business purpose and justification for the Conveyance of the Property pursuant to 11 U,S,C, § 363(b). )Findings of fact shall be construed as conclusions of law and conclusions of law shall be construed as findings of fact when appropriate. See FED R. BANKR. P 7052. 2 Case 09-10571-BLS Doc 4656 Filed 06/01/23 Page 3 of 8 G. A reasonable opportunity to object or be heard with respect to the Motion and the relief requested therein has been afforded to all interested persons and entities, including: (i) the Office of the United States Trustee; and (ii) all parties which have requested notice in this case. H. The Conveyance is entered into by the Trustee, on the one hand, and the City on the other, without collusion, in good faith, and from arm's-length bargaining positions. Neither the Trustee nor the City have engaged in any conduct that would cause or permit the Conveyance to be avoided under 11 U,S,C, § 363(n). I. The City is a good faith purchaser within the meaning of 11 U,S,C, § 363(m) and, as such, is entitled to all of the protections afforded thereby. J. The consideration provided by the City for the Property in the form of the Project Approval and acknowledgment of the Tax Obligations subject to the Tax Liens remaining on the Property, is fair and reasonable and constitutes reasonably equivalent value and fair consideration under the Bankruptcy Code and any other applicable law. K. The Conveyance will be a legal, valid, and effective transfer of the Property, authorized pursuant to the Bankruptcy Code, and will vest the City with fee title to the Property free and clear of all Liens other than the Tax Liens for the Tax Obligations. L. The City shall be conveyed the Property free and clear of all Liens other than the Tax Liens for the Tax Obligations pursuant to 11 U.S,C, § 363(0. The City doe s not constitute a successor-in-interest to the Debtors for any purpose, including successor liability, except as otherwise set forth herein. M. The Trustee may convey the Property free and clear of all Liens, other than the Tax Liens for the Tax Obligations, of any kind or nature whatsoever because, in each case, one or more of the standards set forth in 11 U.S,C, § 363(0(1 )-(5) has been satisfied. The Trustee 3 Case 09-10571-BLS Doc 4656 Filed 06/01/23 Page 4 of 8 has demonstrated that the conveyance is an exercise of sound business judgment and is in the best interest of the Debtors, their estates and creditors. N. All objections to the Motion have been overruled or withdrawn. IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT: I. The Motion is granted, as further described herein. 2. The Conveyance of the Property to the City is hereby approved. 3. All objections to the Motion or the relief requested therein that have not been withdrawn, waived or settled, and all reservations of rights included therein, are hereby overruled, with prejudice, on the merits. 4. The Conveyance of the Property and all of the terms set forth in the Motion are hereby approved in all respects. 5. The Conveyance of the Property free and clear of all Liens other than the Tax Liens for the Tax Obligations, is hereby approved. 6. The City has not engaged in collusive bidding or otherwise violated the provisions of section 363(n) of the Bankruptcy Code. 7. The Conveyance based on the Quitclaim Deed is being undertaken by the City in good faith, as that term is used in section 363(m) of the Bankruptcy Code, and accordingly, the reversal or modification on appeal of the authorization provided herein to consummate the Conveyance shall not affect the validity of the Conveyance to the City, unless such authorization is duly stayed pending such appeal. 8. The terms of the Contract and any related agreements, documents or other instruments may be modified, amended or supplemented by the parties thereto, in a writing signed by both parties, and in accordance with the terms thereof~ without further order of the 4 Case 09-10571-BLS Doc 4656 Filed 06/01/23 Page 5 of 8 Court, provided that any such modification, amendment or supplement does not have a material adverse effect on the Debtor's estate. 9. Pursuant to 11 U,S,C. § 363(b), without further order of the Court: a. The Trustee is hereby authorized and directed to perform its obligations under and comply with the ten11S of the Conveyance and the Contract and to consummate the conveyance. b. The Trustee is authorized and directed to execute and deliver, and empowered to perform under, consummate and implement, all instruments and documents that may be reasonably necessary or desirable to implement the Conveyance, and to take all further actions as may be requested by the City for the purpose of assigning, transferring, granting, conveying and conferring to the City or reducing to possession, the Property being conveyed, or as may be necessary or appropriate to the performance of the Conveyance obligations as contemplated by the Motion and this Order. I 0. The Trustee is authorized and directed to complete the Conveyance as soon as practicable. 11. Pursuant to 11 U.S,C, §§ I 05(a) and 16..3..ill, the transfer of the Property to the City shall be granted and made to the City upon the closing and consummation of the Conveyance. 12. From and after the Conveyance, all persons and entities, including, but not limited to, all debt security holders, equity security holders, governmental, tax, and regulatory authorities, lenders, trade and other creditors, holding Liens other than the Tax Liens for the Tax Obligations, of any kind or nature whatsoever against the Debtors or the Property (whether legal 5 Case 09-10571-BLS Doc 4656 Filed 06/01/23 Page 6 of 8 or equitable, secured or unsecured, matured or unmatured, contingent or non-contingent, senior or subordinated) shall be forever barred, estopped, and permanently enjoined from asserting against the Debtors, their successors or assigns, or its property, such persons' or entities' interests. 13 . The Conveyance of the Property to the City constitutes a legal, valid, and effective transfer of such Property, and shall vest the City with all right, title, and interest of the Debtor in and to the Property free and clear of all Liens and Interests of any kind or nature whatsoever, other than the Tax Liens for the Tax Obligations. 14. Except as expressly permitted or otherwise specifically provided for in this Order, pursuant to 11 U,S,C, §§ I OS(a) and 16..lill, the Property shall be transferred to the City upon closing and consummation of the Conveyance (the "Closing"). From and after Closing, the Property shall be free and clear of all Liens against the Property of any kind or nature whatsoever, other than the Tax Liens for the Tax Obligations. 15. The consideration provided by the City for the Property at Closing in the form of the Project Approval and acknowledgment of the Tax Obligations subject to the Tax Liens remaining on the Property, shall be deemed to constitute reasonably equivalent value and fair consideration under the Bankruptcy Code and under any other applicable law and may not be avoided under section 363(n) of the Bankruptcy Code. 16. From and after Closing, each and every federal, state, and local governmental agency or department is hereby directed to accept any and all documents and instruments necessary and appropriate to consummate the Conveyance. 17. This Order shall constitute a determination that, as of the Closing, the conveyances described herein have been affected. 6 Case 09-10571-BLS Doc 4656 Filed 06/01/23 Page 7 of 8 18. The terms of the Conveyance and any agreements, documents or other instrument may be modified, amended or supplemented by the parties thereto, in a writing signed by both parties, and in accordance with the terms thereof, without further order of the Court, provided that any such modification, amendment or supplement does not have a material adverse effect on the Debtors' estates. 19. The Court shall have exclusive jurisdiction over all disputes aris ing under this Order, the terms of the Conveyance and the transactions contemplated thereby. Dated: June 1st, 2023 Wilmington, Delaware BRENDANL.SHANNON UNITED STATES BANKRUPTCY JUDGE ~\ ~ :Y ,..-,...,...1( l.__ 7 Case 09-10571-BLS Doc 4656 Filed 06/01/23 Page 8 of 8 Exhibit "A" ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: LOT 225, INCLUSIVE, OF CARLSBAD TRACT NO. CT 00-16, POINSETTIA PROPERTIES, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 14407 FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON JUNE 19, 2002.