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Home My WebLink About2006-01-04 STAFF REPORTS 2H SAN GORGON1.0 CILATTER Regional Groups Serving Riverside aW San Bernar-di*o Coundes: Los Serranos, SIERRA. Tahguen,San Bernardino Mounwins,Mojave,Moreno Valley,Big Bear CLUB FOUNDED 1892 =� January 4,2006 City Council City of Palm Springs r r' 3200 E.Tahquitz Canyon Way Palm Springs,CA 92264 BY FAX-ORIGINAL BY MAIL Re: Shadowrock,transfer of interests in Development Agreement Mayor and Members of the Council: 1 am writing on behalf of the Sierra Club and the Center for Bipalogical Diversity_ As you may know,the Planning Department has our recent letters stating*hy the City cannot legally issue a grading permit for the Shadowrock development. With regard to the item before you tonight relating to transfer of rights between one Shadowrock entity and another,our positions is that the Development Agreement for this project has erph:ed so there is nothing to transfer. Please make this letter part of the record on the matter. Very, Joan Taylor, Conserva - n air Tahquitz Group of the nerra Club 1850 Smoke Tree Lane Palm Springs, CA 922+64 %( eliAl lr •d 2_ - . -n -n • I i;e- -,O pALM S,p� �2 G1 V N e * TgOgPif C,v<IFORN�P CITY COUNCIL STAFF REPORT DATE: January 4, 2006 Consent Agenda SUBJECT: APPROVE TRANSFER OF INTERESTS IN DEVELOPMENT AGREEMENT FOR PLANNED DEVELOPMENT DISTRICT NO. 224 (SHADOWROCK) FROM SHADOWROCK, LLC, TO SHADOWROCK REAL ESTATE DEVELOPMENT LLC. FROM: David H. Ready, City Manager BY: Douglas Holland, City Attorney SUMMARY: Mark Bragg, doing business as and the sole owner of Shadowrock, LLC, is the developer of the Shadowrock Project pursuant to a development agreement with the City. Mr. Bragg has requested the City Council approve the transfer of the Shadowrock, LLC obligations and rights under this development agreement to Shadowrock Real Estate Development, LLC, a company that is also owned entirely by Mark Bragg. It is anticipated that interests in Shadowrock Real Estate will sold off for the purpose of financing the Shadowrock Project. RECOMMENDATION: 1) Adopt Minute Order No. approving the proposed transfer of rights and obligations under the development agreement for the Shadowrock Project from Shadowrock, LLC to Shadowrock Real Estate Development, LLC; and 2) Authorize the City Manager to execute a consent to a Transfer of Development Rights agreement and other documents as necessary in a form approved by the City Attorney. STAFF ANALYSIS: Mark Bragg, doing business as and the sole owner of Shadowrock LLC, a California limited liability company, is the developer of the Shadowrock Project, a development proposal that is governed by the terms of a Development Agreement with the City. Mr. Bragg is also the current sole owner of the Shadowrock Real Estate Development, LLC, a Delaware corporation. Section 12 of the Development Agreement requires that transfers of interests, rights, and obligations under the Development Agreement require City approval, and the approval can not be unreasonably withheld. Mr. Bragg has Item No. 2. H . City Council Staff Report January 4, 2006 -- Page 2 PLANNED DEVELOPMENT DISTRICT NO. 224 SHADOWROCK requested that the City approve the transfer of Shadowrock LLC's interests, rights, and obligations under the Development Agreement to Shadowrock Real Estate Development. The request is for the purpose of facilitating the financing of the Shadowrock Project. Interests in Shadowrock Real Estate Development will periodically be sold for the purpose of raising revenues to finance the construction of the improvements for the project. Shadowrock Real Estate Development will be required to fully perform all obligations of the developer as provided under the current Development Agreement. A proposed document entitled "Transfer of Development Rights" between Shadowrock, L.LC and Shadowrock Real Estate Development, LLC, is attached to this staff report for the Council's information. FISCAL IMPACT: IFinance Director Review: �`�--- Consent to the proposed transfer will not have any financial i pact on the City. Le? VA Dougl s olland, City Attorney Thomas Wilson, Assistant City Manager David H. Ready, City 2ger Attachments: Document entitled "Transfer of Development Rights" MINUTE ORDER NO. APPROVE TRANSFER OF INTERESTS IN DEVELOPMENT AGREEMENT FOR PLANNED DEVELOPMENT DISTRICT NO. 224 (SHADOWROCK) FROM SHADOWROCK, LLC, TO SHADOWROCK REAL ESTATE DEVELOPMENT LLC AND AUTHORIZING THE CITY MANAGER TO EXECUTE A CONSENT TO THE TRANSFER OF DEVELOPMENT RIGHTS AND OTHER DOCUMENTS AS NECESSARY IN A FORM APPROVED BY THE CITY ATTORNEY. I, James Thompson, City Clerk of the City of Palm Springs, hereby certify that this Minute Order 1) approving the proposed transfer of rights and obligations under the development agreement for the Shadowrock Project from Shadowrock, LLC to Shadowrock Real Estate Development, LLC; and 2) authorizing the City Manager to execute a consent to a Transfer of Development Rights agreement and other documents as necessary in a form approved by the City Attorney, was adopted by the City Council of the City of Palm Springs, California, in a meeting thereof held on the 4th day of January, 2006, James Thompson, City Clerk DEC-29-2005 THU 04:48 PN Woodruff Spradlin Smart FAX NO. 714 835 7787 P. 02/05 TRANSFER OF DEVELOPMENT RIGHTS THIS TRANSFER OF DEVELOPMENT RIGHTS (this "Transfer") is made and entered into effective as of November 2005 (the "Effective Date"), by Shadowrock, LLC, a California limited liability company ("Transferor"), to and for the benefit of Shadowrock Real Estate Development, LLC, a Delaware limited liability company ("Transferee"), in recognition of the following facts: A. On November 17, 1993, the City of Palm Springs ("City") and Shadowrock Ventures, entered into that certain Development Agreement ("DA") pertaining to 3 q acres of real property located in the City, County of Riverside, State of California, and more particularly described on Exhibit "A" attached hereto and incorporated herein by reference (the "Real Property"). B. On May 5, 1993, the City approved certain land use entitlements for the development of the Real Property as set forth in the DA, including but not limited to City Resolution Number 18087, Tract Map Number 28587, City Resolution NLunber 18086, and Case 5.069-PD-224 (collectively the "Shadowrock Entitlements and Approvals"). C. On April 21, 1996, Shadowrock, LLC, acquired all of the right, title and interest to the Real Property, the DA, and associated Shadowrock Entitlements and Approvals through a transfer from Shadowrock Ventures, a California general partnership. The City was notified of the transfer from Shadowrock Ventures to Shadowrock, LLC, by letter dated April 29, 1996. D. Transferor and Transferee desire that Transferor shall transfer all of its right, title and interest in and to the DA and the Shadowrock Entitlements and Approvals to Transferee, and that Transferee assume all the obligations of Transferor under the DA and the Shadowrock Entitlements and Approvals and agree to be bound by all of the terms, conditions and provisions thereof. E. Transferor and Transferee desire that Transferor assign its right, title and interest in and to any past, present or fixture entitlements and City approvals whether or not contemplated by the DA and the Shadowrock Entitlements and Approvals, including but not limited to all gaming rights, oil and mineral rights and future development rights pertaining to the Real Property. F. Transferor and Transferee desire that Transferor shall transfer all of its right, title and interest in that certain Settlement Agreement between the California Department of Fish and Game and the City, dated October 20, 1993 ("Settlement Agreement"), to Transferee, and that Transferee assume all the obligations of Transferor under the Settlement Agreement and agree to be bound by all of the terms, conditions and provisions thereof. G. Pursuant to Section 12 of the DA, certain assignments or transfers of interests, rights or obligations under the DA require City consent to such assignments or transfers. 376426IV5 DEC-29-2005 THO 04:48 PM Woodruff Spradlin Smart FAX NO. 714 835 7787 P, 03/05 IN WITNESS WHEREOF, this Transfer was made and executed as of the elate first above written. TRANSFEROR: SHADOWROCK, LLC, a California limited liability company By: Shadowrock Development Corporation a California corporation Its Managing Member By: Title: Mark Bragg, PresV66nt TRANSFEREE: SHADOWROCK REAL ESTATE DEVELOPMENT, LLC, a Delaware limited liability company By: Shadowrock Holdings, L.P. a Delaware limited partnership, its sole member By: Shadowrock I1, LLC a California limited liability company Its Administrative General Partner By: Title: Mark Bragg, its in ing member 4 iyfjg261 v5 DEC-29-2005 THU M 48 PM Woodruff Spradlin Smart FAX NO. 714 835 7787 P. 04/05 ACKNOWLEDGED AND CONSENTED TO: CITY OF PALM SPRINGS Name: Title: APPROVAL AS TO FORM: CITY OF PALM SPRINGS CITY ATTORNEY By: Name: Title: S 3764261AS DEC-29-2005 THU 04:48 PM Woodruff Spradlin Smart FAX N0, 714 835 7787 P. 05/05 EXHIBIT "A" TO BILL OF SALE LEGAL DESCRIPTION 6 3764261W4