1996-0416_KI/FKLA RANCHO REALTY_D6_Agenda Report AGENDA ITEM April 16, 1996
TO: George Scarborough, City Manager
FROM: William M. Huber, Director of Engineering&Building
SUBJECT: Resolution Approving the Assignment of Subdivision Improvement Agreements, the
Substitution of a Portion of Bond, the_Amendrnent of Subdivision Improvement
Agreemen &K,A'Rancho,Realty Kmmper) and Toyota Motor Sales (Toyota),
PM 85-306
RECOMMENDATION
1. Approve the Resolution to Assign a portion of the Subdivision Improvement Agreement
obligation from Kemper to Toyota for off-site improvement requirements associated with
Parcel Map 85-306 and authorize.the Mayor to execute the Assignment Agreement.
2. Accept the Irrevocable Letter of Credit from Toyota for $275,040.00 for off-site
improvement requirements.
3. Reduce Kemper's existing $764,000.00 bond by $275,040.00 to equal $488,960.00.
4. Amend the Subdivision Improvement Agreement for final Parcel Map 85-306, Rosan Ranch.
5. Exclude Toyota from Condition of Approval No. 1 of Resolution No. 86-5-6-3 of Tentative
Parcel Map 85-306 regarding coverage by conditions, covenants and restrictions (CC&R's).
SITUATION
A. . Summary and Recommendation
The City conditioned Tentative Parcel Map 85-306 to complete, among other requirements,
certain off-site street improvements estimated at $764,000.00. The City is in possession of
bonds for such amount from Kemper (current name of property owner) to guarantee such
street improvement work.
Kemper is in the process of selling a portion of its parcel to Toyota and, therefore, is
requesting City approval to assign a portion of its off-site improvement obligation to Toyota.
Kemper is also requesting the reduction of its bond by an amount of$275,040.00, which will
be substituted by an equivalent surety from Toyota.
B. Background
On May 6, 1986, the City Council conditionally approved Tentative Parcel Map 85-306 by
Resolution 86-5-6-3; some of the conditions of approval require the subdivider to construct
FOR cc v COL CiL
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AGENDA ITEM -2- Apri1.16, 1996
Camino Capistrano, fronting the entire parcel, to its ultimate width, as well as to implement
conditions, covenants and restrictions (CC&R's)with provisions on the use and maintenance
of the common areas.
On July 7, 1987, a Subdivision Improvement Agreement was executed between the subdivider
and the City to complete the Camino Capistrano street improvement within a period of two
years(attachment 5) and, on May 2nd, 1989, said Subdivision Improvement Agreement was
amended to extend the completion date of Camino Capistrano improvements to July 7, 1990
(attachment 6). However, due to the down turn of the economy, the parcel of land has
remained undeveloped and consequently, the street improvements had to be postponed.
Kemper,the principle partner of original subdivider Kaiser/Bedford, is selling a portion of the
property to Toyota who wants to build an auto dealership and will complete, prior to the
issuance of use permit, the portion of Camino Capistrano street improvements fronting its
property.
Prior to closing of escrow,.Toyota is requesting to be excluded from being integrated into a
common Property Owner's Association and from being covered by any CC&R's required by
the first Condition of Approval of Resolution No. 86-5-6-3 (attachment 4).
It should be noted that Toyota's approved development will be a stand alone project,
independent and distinct from the remainder of Kemper's property.
It is therefore, Staffs recommendation to approve the request for approval of assignment,
reduction and substitution of a portion of Kemper's bonds, amendment to the Subdivision
Improvement Agreement and, the exclusion of Toyota from being covered by Kemper's
CC&R's.
COMMISSIONBOARD REVIEW, RECOMMENDATIONS
The Toyota project was approved by City Council on October 5, 1993.
FINANCIAL CONSIDERATIONS
None.
NOTIFICATION
Kemper Real Estate Management Company
Toyota Motor Sales, USA
AGENDA ITEM -3- April 16, 1996
ALTERNATE ACTIONS
1. Accept the Resolution approving the Assignment, partial bond substitution, amendment of
Sudvidision Improvement Agreement and the exclusion of Toyota from Kemper's CC&R's.
2. Do not accept above action.
3. Refer to Staff for additional information.
RECOMMENDATION
1. Approve the Resolution to Assign a portion of the Subdivision Improvement Agreement
obligation from Kemper to Toyota for off-site improvement requirements associated with
Parcel Map 85-306 and authorize the Mayor to execute the Assignment Agreement.
2. Accept the Irrevocable Letter of Credit from Toyota for $275,040.00 for off-site
improvement requirements.
3. Reduce Kemper's existing $764,000.00 bond by $275,040.00 to equal $488,960.00.
4. Amend the Subdivision Improvement Agreement for final Parcel Map 85-306, Rosan Ranch.
5. Exclude Toyota from Condition of Approval No. 1 of Resolution No. 86-5-6-3 of Tentative
Parcel Map 85-306 regarding coverage by conditions, covenants and restrictions (CC&R's).
Respectfully submitted, Prepared by:
/ _
William M. Huber, P.E. Sh•ucair
Director of Engineering &Building Senior Engineer
WMH/SS:ssg
Attachments: 1. Resolution
2. Partial Assignment of Improvement Agreement, with following as exhibit :
"A" - Copy of(first)Amendment to Subdivision Improvement Agreement
- Copy of Subdivision Improvement Agreement
"B" - Copies of Kemper's bonds posted with the City
3. Copies of Toyota's Letters of Credit(2)
4. Amendment to the Subdivision Improvement Agreement
5. Copy of Resolution 86-5-6-3 listing the conditions of approval
6. Location map
a:\agendas\hldkmper.ss
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RESOLUTION NO. 96-4-16-2
APPROVING PARTIAL ASSIGNMENT OF IMPROVEMENT AGREEMENT. BOND
SUBSTITUTION. AMENDMENT TO SUBDUVISION IMPROVEMENT AGREEMENT
AND EXCLUSION OF TOYOTA_MOTOR SALES USA. INC. FROM CC&R'S
IMPLEMENTATION (KUKLA RANCHO REALTY. LLC/ICEMPERJTOYOTAL
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN JUAN
CAPISTRANO, CALIFORNIA, APPROVING THE PARTIAL ASSIGNMENT OF
IMPROVEMENTS AND SURETY SUBSTITUTION, THE AMENDMENT OF
THE SUBDIVISION IMPROVEMENT AGREEMENT, AND THE EXCLUSION
OF TOYOTA MOTOR SALES USA, INC., FROM CONDITIONS, COVENANTS
• AND RESTRICTIONS IMPLEMENTATION REQUIRED FOR TENTATIVE
PARCEL MAP 85-306 (KI/FICLA RANCHO REALTY, LLC/KEMPER/TOYOTA
MOTOR SALES USA)
WHEREAS, on July 7, 1986, the City of San Juan Capistrano entered into a
Subdivision Improvement Agreement with the applicant, previously known as Kaiser Development
Company, then Bedford Development Company, and now KUKLA Rancho Realty, LLC (Kemper)
for the construction of certain public and private improvements within a two-year period associated
with Parcel Map 85-306; and,
•WHEREAS, on May 2, 1989, said Subdivision Agreement was amended to extend
the completion date of said,improvements to July 7, 1990;,and,
WHEREAS, due to downturn of the economy, the subject property has remained
undeveloped and all related improvements had to'be postponed and consequently, Kemper and
Toyota have requested an amendment to the Subdivision Improvement Agreement to complete all
required improvements prior to occupancy of their respective portions; and,
WHEREAS,Kemper is selling a portion of the parcel to Toyota for the development
of a motor vehicle dealership and has requested to assign a portion of its obligations of the above-
mentioned Subdivision Improvement Agreement to Toyota; and,
WHEREAS, the City of San Juan Capistrano approved Toyota's development of a
motor vehicle dealership on October 5, 1992, pursuant to Ordinance No. 737; and,
WHEREAS, the City of San Juan Capistrano is in possession of sufficient sureties
from Kemper for the construction of certain required improvements in the amount of$764,000; and,
WHEREAS, Toyota has submitted a Letter of Credit to the City of San Juan
Capistrano to cover for its assigned portion of required improvements in the amount of$275,040,
as a partial substitution to Kemper's posted sureties; and
WHEREAS, Toyota's approved development will- be a stand-alone project,
independent and distinct from the development approved for the remainder of Parcel Map 85-306;
and, •
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WHEREAS, based on the above paragraph, Toyota has requested not to be required
to include its development within Parcel Map 85-306 covered by any CC&R's as required by the first
condition of Resolution No. 86-5-6-3; and,
WHEREAS, the City Engineer recommends the reduction of Kemper's sureties by
$275,040 and acceptance of Toyota's sureties of $275,040 as a substitution for its assigned
obligations; and,
WHEREAS, the City of San Juan Capistrano has no objection to said assignment,
sureties substitution, amendment of Subdivision Improvement Agreement and exclusion of Toyota
from the requirements of Condition No. 1 of Resolution No. 86-5-6-3 of Tentative Parcel Map
85-306,
NOW,THEREFORE, BE IT RESOLVED, by the City Council of the City of San
Juan Capistrano as follows:
SECTION I.
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The transfer of partial assignment of Subdivision Improvement Agreement from
Kemper to Toyota is approved.
SECTION 2.
The reduction of Kemper's sureties and substitution with Toyota sureties in the
amount of$275;040 is approved and accepted.
SECTION 3.
The amendment of the Subdivision Improvement Agreement is approved.
SECTION 4.
The exclusion of Toyota from the requirements of Condition No. I of Resolution No.
86-5-6-3 of Tentative Parcel Map 85-306 is approved.
SECTION 5.
The four sections indicated above shall not be effective until the transfer of property
from Kemper to Toyota is completed and recorded.
PASSED, APPROVED, AND ADOPTED this 16th day of
April , 1996.
4ARC,t24 "
WYAT T, 11/1AYOR
ATTEST:
/cAP
CITY CLE'
-2-
STATE OF CALIFORNIA
COUNTY OF ORANGE ) ss
CITY OF SAN JUAN CAPISTRANO ),
I, CHERYL JOHNSON, City Clerk of the City of San Juan Capistrano, California,
DO HEREBY CERTIFY that the foregoing is a true and correct copy of Resolution No.
96-4-16-2 adopted by the City Council of the City of San Juan Capistrano, California,
at a regular meeting thereof held on the 16th day of April , 1996, by the
following vote:
AYES: Council Members Jones, Nash, Swerdlin, Campbell and
and Mayor Hart
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NOES: None
ABSTAIN: None
ABSENT: None
(SEAL)
' VS
C RYL JO 14 .ON ITY CLERK
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Ir ' REaL ESTaTE
1=-1‘ manaGemenT
1111111111111 /
Kemper Real Estate Management Company
3697 Mt. Diablo Boulevard, Suite 100,P.O. Box 1459, Lafayette, California 94549 • 510/283-8280
April 12, 1996
rr ,
Mr. Sam Shoucair APR 1 5 191%
CITY OF SAN JUAN CAPISTRANO 111,
32400 Paseo Adelante6-1:50C:31
u
San Juan Capistrano, CA 92675
Re: Amendment to Subdivision Improvement Agreement
Dear Mr. Shoucair:
Please find enclosed Amendment to Subdivision Improvement Agreement for the
Rosan Rinch which has been signed by Toyota Motor Sales and KI/FKLA Rancho Realty.
Very truly yours,
(/
i.,// • ,
Dennis Klimmek
Vice President/General Counsel
DK/sab
enclosure
cc: Shelley Morris •
Matthew P. Shippey, Esq.
Ruben De Leon
letters/shoucair.dk/SAB/4/12/96/11:45 am
04/15/96 08:11 0510 283 7638 KEMPER UU1/UUkf
•,.. - 1
LEGAL DEPARTMENT
FACSIMILE COVER LETTER
Date: April, 15, 1996
Time: 9:10 am rr
Total number of pages (including cover page):
PLEASE DET JVER THE FOLLOWING PAGES:
To: Mr. Sam Shoucair, City of San Juan Capistrano
FAX Number and Department: (714) 493-1053
Telephone Number:
Prom: Sharon Budde/Dennis Klimmek
Located At: Kemper Real Estate Management Company
3697 Mt. Diablo Boulevard, Suite 100
Lafayette, California 94549
(510) 283-8280/Sharp Facsimile (510) 283-7638
IF YOU HAVE RECEIVED THIS TRANSMISSION IN ERROR, PLEASE
IMMEDIATELY NOTIFY THE LEGAL DEPARTMENT BY PHONE AT 510/299-8203.
YOTJ MAY CALL COLLECT. THANK YOU.
THE ACCOMPANYING DOCUMENT IS INTENDED SOLELY FOR THE USE OF THE
PARTY SPECIFIED ABOVE AND MAY CONTAIN INFORMATION THAT IS
PRIVILEGED, CONFIDENTIAL AND PROTECTED PROM DISCLOSURE BY
APPLICABLE LAW.
IF THE READER OF THIS MESSAGE IS NOT THE ABOVE-SPECIFIED RECIPIENT
(OR AN EMPLOYEE OR AGENT RESPONSIBLE FOR DELIVERING THIS MESSAGE
TO TEE INTENDED RECIPIENT), DISSEMINATION, DISTRIBUTION OR COPYING
OF THE ACCOMPANYING DOCUMENT IS STRICTLY PROHIBITED.
Message: 1 was not aware untilthis morning that you needed the
Amendment by Tuesday or I would have sent it by Federal
Express. HopeFully it will arrive sometime today.
04/15/95 08:11 51510 283 7538 KEMPER 141002/0013
` •
jEEmPeR rtrd�t r
Kemper Real Estate Management Company
3697 mt.Diablo Boulevard,Suite-100,P.O.Box 1459,Lafayette,California 94549 r 510/283-8280
•
April 12, 1996
Mr. Sam Shoucair
CITY OF SAN MAN CAPISTRANO
32400 Paseo Adelaide
San Juan Capistrano, CA 92675
Re: Amendment to Subdivision Improvement Agreement
Dear Mr, Shoucair:
Please Find enclosed Amendment to Subdivision Improvement Agreement for the
Rosan Ranch which has been signed by Toyota Motor Sales and KI/ LA Rancho Realty.
Very truly yours.
tift:0-i-oceL'A
Dennis Kliinmek
• Vice President/General Counsel
DEJsab
enclosure
cc: Shelley Morris
Matthew P. Shippey, Esq.
Ruben De Leon
IainFlehowxl[Atlf«4tfdPNl2P461I I AS am
,
RESOLUTION NO.
APPROVAL OF PARTIAL ASSIGNMENT OF IMPROVEMENT AGREEMENT
AND BOND SUBSTITUTION, AMENDMENT OF SUBDIVISION
IMPROVEMENT AGREEMENT, EXCLUSION OF TOYOTA
MOTOR SALES USA, INC (TOYOTA) FROM CONDITIONS,
COVENANTS AND RESTRICTIONS (CC&R'S) IMPLEMENTATION
PM 85-306
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN JUAN
CAPISTRANO, CALIFORNIA, APPROVING THE PARTIAL ASSIGNMENT OF
IMPROVEMENT AND SURETY SUBSTITUTION, THE AMENDMENT OF
SUBDIVISION IMPROVEMENT AGREEMENT AND THE EXCLUSION OF TOYOTA
FROM CERTAIN CC&R'S REQUIRED FOR TPM 85-306
WHEREAS, on July 7, 1986, the City of San Juan Capistrano entered into a Subdivision
Improvement'Agreement with the applicant, previously know as Kaiser Development Company,
then Bedford Development Company and now KI/FKLA RANCHO REALTY, LLC (KEMPER)
for the construction of certain public and private improvements within a two year period associated
with Parcel Map 85-306; and, .
WHEREAS, on May 2nd, 1989, said Subdivision Agreement was amended to extend the
completion date of said improvements to July 7, 1990; and,
WHEREAS, due to down turn of the economy, the subject property has remained � '
undeveloped and all related improvements had to be postponed and consequently, Kemper and nr�v,ovs
Toyota have requested an amendment to the Subdivision Improvement Agreement to complete all �""�
required improvements prior to occupancy of their respective portions ; and, a fi c S1t0►d
vrc.orrcci-
WHEREAS, Kemper is selling a portion of the parcel to Toyota for the development of a
motor vehicle dealership and has requested to assign a portion of its obligations of above mentioned
Subdivision Improvement Agreement to Toyota; and,
WHEREAS, the City of San Juan Capistrano approved Toyota's development of a motor
vehicle dealership on October 5th, 1992, pursuant to Ordinance 737; and,
WHEREAS, The City of San Juan Capistrano is in possession of sufficient sureties from
Kemper for the construction of certain required improvements in an amount of$764,000.00; and,
WHEREAS,Toyota has submitted a letter of Credit to the City of San Juan Capistrano to
cover for its assigned portion of required improvements in the amount of$275,040.00, as a partial
substitution to Kemper's posted sureties; and,
WHEREAS,Toyota's approved development will be a stand alone project independent and
distinct from the development approved for the remainder of Parcel 85-306; and,
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