HomeMy WebLinkAboutR42-Economic Development Agency
CITY OF SAN BERNARDINO
ECONOMIC DEVELOPMENT AGENCY
e FROM:
Maggie Pacheco
Executive Director
SUBJECT:
Assignment Agreement to Toll Bros., Inc., a
Pennsylvania corporation, related to J.R.
Watson & Associates Development Co., 2003
Disposition and Development Agreement
(DDA)
DATE:
June 12,2007
Svnonsis of Previons Commission/Conncil/Committee Action(s):
On June 12, 2007, Redevelopment Committee Members Esttada, Johnson and Baxter unanimously voted to recommend that
the Community Development Commission consider this action for approval.
Recommended Motion(s):
(Communitv Develonment Commission)
Resolution of the Community Development Commission of the City of San Bernardino approving and authorizing
the Executive Director of the Redevelopment Agency of the City of San Bernardino to execute the Assignment
Agreement assigning a portion of Parcel 3 of Parcel Map 16307 to Toll Bros., Inc., a Pennsylvania corporation,
related to the J.R Watson & Associates Development Co., 2003 Disposition and Development Agreement (DDA)
e
Contact Person(s):
Project Area(s):
Supporting Data Attached:
Maggie Pacheco
Phone:
(909) 663-1044
N/A
Ward(s):
s"
IiI Staff Report IiI Resolution(s) IiI Agreement(s)/Contract(s) 0 Map(s) 0 Letter(s)
FUNDING REQUIREMENTS:
Amount: $
-0-
Source:
Budget Authority:
N/A
N/A
-Co-iiUiiiSsi~c"'u-;;ciIN"'-ie~------------------------------------------------------
e
P:\AgendasIComm Dev Cormnission\CDC 2007\06-1 1-07 JR Watson'" Auociales Assignmem Agreemenl SR,doc
COMMISSION MEETING AGENDA
Meeting Date: 06/1812007
Agenda Item Number: i( '1~
e
tit
tit
ECONOMIC DEVELOPMENT AGENCY
STAFF REPORT
ASSIGNMENT AGREEMENT TO TOLL BROS., INC., A PENNSYL VANIA
CORPORATION, RELATED TO J.R. WATSON & ASSOCIATES DEVELOPMENT CO.,
2003 DISPOSITION AND DEVELOPMENT AGREEMENT (DDA)
BACKGROUND/CURRENT ISSUE:
On June 2, 2003, the Community Development Commission of the City of San Bernardino
("Commission") approved the 2003 Disposition and Development Agreement (the "DDA"), by and
between the Redevelopment Agency of the City of San Bernardino (the "Agency") and J.R. Watson &
Associates Development Co. (the "Developer"), for the development of approximately 133.04 acres
described as Parcels I, 2, 3 and 4 of Parcel Map 16307 ("Property"), for development ofresidential
trails, open space and public streets, and utilities on the site located at the northwest comer of
University Parkway and North Park Boulevard.
On January 20, 2004, the Commission approved the clarificati{)n and amendment agreement to the
DDA, by and between the Agency and the Developer to allow the Developer to take title to the
property under various entities, all of which the Developer owns at least 25% in conformance with
Section 1.04 of the Agreement. The individual entities were each deemed to be the equivalent of the
Developer and are obligated to perform all of the Developers obligations under the DDA. The entities
are: University Park Holding, LLC, owning Parcell; Campus Parkway, LLC, owning Parcel 2;
University Park, LLC, owning Parcel 3; and Park-University, LLC, owning Parcel 4 (all of Parcel Map
16307).
On August 17, 2004, the Planning Commission approved Development Permit Type III No. 04-25, for
Richmond American Homes on behalf of University Park, LLC, for the development of 90 single-
family homes as part of Tract No. 16509 consisting of approximately 128.85 acres with minimum lot
sizes of 10,800 square feet. The 90 homes are located on approximately 37 acres. Shortly after the
approval, construction commenced and 95% of the homes have been built and sold.
On October 17, 2005, the Commission approved Amendment NO.2 to the DDA ensuring certain zone
changes and General Plan Amendment to allow commercial development on portions of Parcel 3 to
provide an attractive gateway to the project and the University. The Planning Commission approved
the zone change on July 19, 2005, and the Mayor and Common Council of the City of San Bernardino
("Council") approved it on September 6, 2005.
The Developer has requested that the Agency consent to assign its rights and responsibilities under
Section 1.04 of the DDA to Toll Bros., Inc., a Pennsylvania corporation ("Toll Bros., Inc."), pursuant
to a certain Agreement of Sale and Purchase dated September 19, 2006, as amended by that certain
First Amendment to the Agreement of Sale and Cancellation of Option dated February 5, 2007, by and
between J.R. Watson & Associates Development Co. and Toll Bros., Inc., for the development of 54
residential lots on a portion of Parcel 3 of Parcel Map 16307 particularly identified as lots 106 through
159, inclusive and lettered lots, R, S and T of Tentative Tract Map 16509-6.
P:\Agendas\Comm Dev CommissionlCDC 2007\06-18-07 lR Waason A. Associales Assignment Agreement SRIbc
COMMISSION MEETING AGENDA
Meeting Date: 06/18/2007
Agenda ltem Number:
."1;-
Economic Development Agency Staff Report
J.R. Watson & Associates Assignment Agreement
Page 2
e
Toll Bros., Inc., has been building luxury homes over the past 40 years nationwide, in states such as
Arizona, California, Colorado, Connecticut, Delaware, Pennsylvania, New York, Nevada, Virginia,
Texas, Rhode Island, Massachusetts, Michigan, etc. Toll Bros., Inc. have received homebuilding
industry awards such as America's Best builder, National Builder of the year and the 1995 National
Housing Quality Gold Award. Toll Bros. homes offers a combination of quality materials and superior
designs with golf courses, gated communities and large interiors with upscale fixtures.
Section 1.04 of the DDA allows an assignment to a company such as Toll Bros., Inc., with the
understanding that J.R. Watson & Associates Development Co. remains obligated under the DDA to
review and require compliance by Toll Bros., Inc. with the required building and development
standards until the Agency issues the certificate of completion pursuant to Section 3.07 of the DDA.
ENVIRONMENTAL IMPACT:
This Assignment Agreement is categorized as Statutory Exemption under the California
Environmental Quality Act ("CEQA"), per Public Resource Code Sections 21102 and 21150.
FISCAL IMPACT:
None.
e RECOMMENDATION:
That the Community Development Commission adopt the attached Resolution.
e
P:\AlleOOu\Comm Dev Commis.5ionlCDC 2007\06-18-07 JR Wal50R &. Associates- AS$illnmau Agreement SR.doc
COMMISSION MEETING AGENDA
Meeting Date: 06/18/2007
Agenda Item Number:
e 1
2
3
4
5
6
7
8
9
10
11
12
13
.e 14
15
16
17
18
19
20
21
22
23
1 ~.
RESOLUTION NO.
RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF
THE CITY OF SAN BERNARDINO APPROVING AND AUTHORIZING THE
EXECUTIVE DIRECTOR OF THE REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO TO EXECUTE THE ASSIGNMENT
AGREEMENT ASSIGNING A PORTION OF PARCEL 3 OF PARCEL MAP
16307 TO TOLL BROS., INC., A PENNSYL VANIA CORPORATION, RELATED
TO THE J.R WATSON & ASSOCIATES DEVELOPMENT CO., 2003
DISPOSITION AND DEVELOPMENT AGREEMENT (DDA)
WHEREAS, the Community Development Commission of the City of San Bernardino (the
"Commission") is the governing body of the Redevelopment Agency of the City of San Bernardino (the
"Agency"), a public body, corporate and politic, organized and existing pursuant to the Community
Redevelopment Law (California Health and Safety Code Section 33000 et seq.); and
WHEREAS, the Agency entered into the "2003 Disposition and Development Agreement by
and between the Agency and J.R. Watson & Associates Development Co. (the "Developer")," dated
June 2, 2003, as modified by the Clarification and Amendment thereto, dated January 20, 2004
(collectively referred to as the "DDA"), pertaining to the disposition and development of certain real
property located at the northwest comer of University Parkway and Northpark Boulevard in the City of
San Bernardino, California, and more specifically described therein as Parcels 1,2,3, and 4 of Parcel
Map 16307 (collectively and severally, the "Property"); and
WHEREAS, pursuant to Section 1.04 ofthe DDA, as amended, the Agency agreed to allow the
Developer to assign its interest thereunder to an Approved Assignee prior to the recordation of a
Certificate of Completion for the Project upon the express consent of the Agency, in addition to the
Assignee's express assumption of the Developer's obligations to comply with the Required Building
Standards ofthe DDA, provided, the Developer remains obligated to perform all duties imposed under
24 the DDA; and
25 WHEREAS, pursuant to Section 3.04(b) of the DDA, as amended, the Developer is entitled to
26 assign its rights and obligations under the DDA to an Approved Assignee subject to the Developer's
e 27 continued obligation to review and require compliance by any Approved Assignee with the Required
28 Building Standards described within the DDA and provided Developer remains obligated to perform its
4817-3944-7041.1 I
P\Agendas\ResolulionsIResolutions\2007\06-18..(}7 JR. Watson & Associalt AssignlTll:nt CDC Rl:SO doc
e
1 duties under the DDA until the Certificate of Completion is issued pursuant to Section 3.07 of the
2 DDA; and
3 WHEREAS, the Developer desires to assign all of its right, title and interest in and to the DDA
4 pertaining to apportion of Parcel 3 of Parcel Map 16307, also referred to as Residential Phase 2, to Toll
5 Bros., Inc., a Pennsylvania corporation (the "Assignee"), and the Assignee is willing to assume the
6 duties, responsibilities and obligations of the Developer under the DDA pursuant to the Assignment of
7 a Portion of Parcel 3 of Parcel Map 16307 for development by Toll Bros., Inc., pursuant to the terms of
8 the DDA by and between the Agency and the Developer (the "Assignment Agreement"); and
9 WHEREAS, the Assignment Agreement is categorized as Statutory Exemption under the
10 California Envirorunental Quality Act ("CEQA"), per Public Resource Code Sections 21102 and
11 21150.
12 NOW, THEREFORE, THE COMMUNlTYDEVELOPMENT COMMISSION OF THE CITY OF
13 SAN BERNARDINO DOES HEREBY RESOLVE, DETERMlNE AND ORDER, AS FOLLOWS:
e 14
Section 1.
The Commission hereby authorizes and approves the Assignment Agreement in
15 the form as presented at the meeting of the Commission at which this Resolution is adopted and hereby
16 authorizes the Executive Director ofthe Agency to execute the Assignment Agreement on behalf of the
17 Agency together with such technical and conforming changes as recommended by the Executive
18 Director ofthe Agency and approved by the Agency Counsel.
19
Section 2.
The Assignment Agreement is categorized as Statutory Exemption underCEQA,
20 per Public Resource Code Sections 21102 and 21150.
21
Section 3.
22
/II
23
/II
24
/II
25
1/1
26
e /II
27
/II
28
This Resolution shall become effective immediately upon its adoption.
48 I 7.3944-704J.l 2
P \Agendas\ResoluIKms\RcsoJulions\2007\06_IS.07 J R Watson & Associale Assignment CDC Resodoc
_1
2
3
4
5
6
lie
RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF
THE CITY OF SAN BERNARDINO APPROVING AND AUTHORIZING THE
EXECUTIVE DIRECTOR OF THE REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO TO EXECUTE THE ASSIGNMENT
AGREEMENT ASSIGNING A PORTION OF PARCEL 3 OF PARCEL MAP
16307 TO TOLL BROS., INC., A PENNSYLVANIA CORPORATION, RELATED
TO THE J.R WATSON & ASSOCIATES DEVELOPMENT CO., 2003
DISPOSITION AND DEVELOPMENT AGREEMENT (DDA)
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community
7 Development Commission of the City of San Bernardino at a
,2007, by the following vote, to wit:
18
19
meeting thereof,
Navs
Abstain
Absent
Secretary
20 The foregoing Resolution is hereby approved this
day of
,2007.
21
22
23
24 Approved as to Form:
Patrick J. Morris, Chairperson
Community Development Commission
of the City of San Bernardino
25 By: \/~!jw:1J
Agency Coun~
26
_27
28
4817-3944-7041.1 3
P\Agendas\Resolutions\Resolutions\2007\06.1S.071 R Watson & Associate AssigllnJ<:nt CDC Reso do<:
e
-
e
ASSIGNMENT OF A PORTION OF PARCEL 3 OF PARCEL MAP 16307 FOR
DEVELOPMENT BY TOLL BROS., INC., PURSUANT TO THE TERMS OF THE 2003
DISPOSITION AND DEVELOPMENT AGREEMENT
BY AND BETWEEN REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO AND J.R. WATSON & ASSOCIATES DEVELOPMENT CO.
THIS ASSIGNMENT of a portion of Parcel 3 of Parcel Map 16307 pursuant to the terms of
the "2003 Disposition and Development Agreement By and Between the Redevelopment Agency of the
City of San Bernardino and J .R. Watson & Associates Development Co.," dated June 2, 2003, as modified
by the Clarification and Amendment thereto, dated January 20,2004 (collectively referred to hereinafter
as the "DDA"), is entered into this 18th day of June 2007, by and between University Park, LLC, a
California limited liability company and Toll Bros., Inc., a Pennsylvania corporation ("Assignee").
WHEREAS, J.R. Watson & Associates Development Co. and University Park, LLC (the
"Developer"), entered into the DDA with the Redevelopment Agency of the City of San Bernardino (the
"Agency") pertaining to the disposition and development of certain unimproved real property located at the
northwest comer of University Parkway and Northpark Boulevard in the City of San Bernardino,
California (the "City"), and more specifically described therein as parcels 1,2,3 and 4 of Parcel Map
16307 (collectively and severally, the "Property"); and
WHEREAS, pursuant to Section 1.04 ofthe DDA, as amended, the Agency agreed to allow
the Developer therein identified to assign its interest thereunder to an Approved Assignee prior to the
recordation of a Certificate of Completion for the Project upon the express consent of the Agency, in
addition to the Assignee's express assumption of the Developer's obligations to comply with the Required
Building Standards of the DDA and remain obligated to perform all duties imposed on the Developer
under the DDA; and
WHEREAS, pursuant to Section 2.20 of the DDA, as amended, the Developer holds the fee
title to Parcel 3 of Parcel Map 16307; and
WHEREAS, pursuant to Section 3.04(b) ofthe DDA, as amended, the Developer is entitled
to assign its rights and obligations under the DDA to an Approved Assignee subject to the Developer's
continued obligation to review and require compliance of any Approved Assignee with the Required
Building Standards described within the DDA and provided the Developerremains obligated to perform its
duties under the DDA until the Certificate of Completion is issued pursuant to Section 3.07; and
WHEREAS, pursuant to Section 3.04(c) of the DDA, as amended, the limitations and
restrictions on such an assignment applies until the Certificate of Completion is issued by the Agency; and
WHEREAS, pursuant to Section 3.04( e) of the DDA, as amended, no transfer ofthe DDA
is effective unless the Assignee expressly assumes the obligations of the Developer and agrees to be
subject to the conditions and restrictions of the Developer under the DDA; and
WHEREAS, the Deve]oper at this time intends to sell, and the Assignee intends to
purchase, a portion of Parcel 3 of Parcel Map 16307 ofthe Property, also referred to as "Residential Phase
2" of the Property, as defined in that certain Agreement of Sale and Purchase dated September ]9, 2006,
as amended by that certain First Amendment to the Agreement of Sale and Cancellation of Option by and
between the Deve]oper and the Assignee dated February 5, 2007; and
4817-1886-8737.1
PIAgendaslAgenda ^"achmenl1llAgtll"IS-Amend 2007\06_1lI_07 lR WIlSOn &.: Ass.ociales Mignmcnt Agreemclltdoc
e
e
e
II
WHEREAS, the Developer desires to assign all of its right, title and interest in and to the
DDA pertaining to Residential Phase 2 of the Property to the Assignee; and
WHEREAS, the Assignee is willing to assume the duties, responsibilities and obligations
ofthe Developer under the DDA, including, but not limited to, completing the development of Residential
Phase 2 of the Property in accordance with the Required Building Standards attached as Exhibit "A-I" to
the DDA until such time as the Certificate of Completion is issued by the Agency;
NOW, THEREFORE, in consideration of the premises and other good and valuable
consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows:
Section 1. Subject to the express consent of the Agency, the Developer hereby assigns to the
Assignee, all of Assignor's right, title and interest in and to the DDA.
Section 2. The Assignee hereby accepts the assignment of Assignor's right, title and interest in
and to the DDA pertaining to Residential Phase 2 of the Property therein designated, and hereby assumes,
and accepts and agrees to perform and discharge, the duties, responsibilities and obligations imposed upon
the Developer under the DDA, including, but not limited to, completing the development of Residential
Phase 2, now consisting of fifty- four (54) residential lots more particularly identified as lot 106 through lot
159, inclusive and lettered lots R, S and T of Tentative Tract Map 16509-6, located in the City on or before
the fifth anniversary of the Close of Escrow for the Project, which was on or after May 13, 2004, in
accordance with the Required Building Standards for the Project as described on Exhibit "A-I" to the
DDA.
Section 3. The Assignee understands that, notwithstanding its express assumption of all duties
and obligations regarding the development of Residential Phase 2 of Property, the Developer Property
remains obligated to review and require compliance by the Assignee with the Required Building Standards
until the Certificate of Completion has been issued by the Agency pursuant to Section 3.07 of the DDA.
Section 4. This Assignment Agreement is in accordance with the DDA and is meant to satisfY
the specific requirements of Sections 1.04 and 3.04 therein to ensure that the Assignee performs in a
manner consistent with the Developer's standards for the entire project.
Section 5.
California.
This Assignment Agreement shall be governed by the laws of the State of
Section 6. In the event that anyone or more of the sentences, clauses, paragraphs or sections
contained herein is declared invalid, void or illegal, the same shall be deemed severable from the
remainder of this Assignment Agreement and shall not affect, impair or invalidate any of the remaining
phrases, sentences, clauses, paragraphs or sections contained herein.
Section 7. This Assignment Agreement may be executed by the parties in counterparts, and
when executed by each ofthe parties, each counterpart shall be deemed to be a part ofthe same instrument.
Section 8. This Assignment Agreement becomes effective only upon the written approval of
the Agency, as required by the DDA.
/1/
4817-1886.8737.1
2
P:\Agenda$\Agenda AnachmentslAgnnls-Amend 2007\06-18"()7 JR. Waaon & Associates Assignment Agreemenl.doc
tit
tit
tit
The parties hereto have caused this Assignment Agreement to be executed by their
authorized representatives as set forth below.
DEVELOPER
UNIVERSITY PARK, LLC,
a California limited liability company
By:
Its:
ASSIGNEE
TOLL BROS., INC.,
a Pennsylvania corporation
By:
Its:
4817-1886-8737.1
3
P:\Agendas\Agenda Anachmcnl$\Agmas_Amcnd 2001\06-18-07 lR. Watson & Associates Assignment Agrccmcrrt doc
tit
CONSENT BY THE AGENCY
Pursuant to its obligations under Sections 1.04 and 3.04 of the DDA to ensure that the Assignee
will perform in a manner consistent with the Developer's standards for the entire Project, the Agency
hereby consents to the assignment of all rights, title and interest under the DDA, as amended, pertaining to
Residential Phase 2 of the Property and now consisting offifty-four (54) residential lots more particularly
identified as lot 106 through lot 159, inclusive and lettered lots R, S, and T ofTentative Tract Map 16509-
6 in the City of San Bernardino, to the Assignee.
REDEVELOPMENT AGENCY OF THE CITY OF
SAN BERNARDINO, a public body, corporate and politic
Dated:
,2007
By:
Maggie Pacheco, Executive Director
Approved as to Form and Legal Content:
tit By: \7-'~ PI1 J-
~~~~
tit
4817-1886-8737.\ 4
P:\A~ndas\Agenda Attachments\Agrmu_Arnend 2007\06-18-07 J R. Wauon & Assoo;ialcs Assignment Agrcememdoc