TO: LINDA REICH, CITY MANAGER
FROM: HYE JIN LEE, PE, DIRECTOR OF PUBLIC WORKS
SUBJECT
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Assumption and Partial Assignment of Development Agreement by and among the City of Chino, Chino Development Corporation, and Block 11 Builders (Tract Map No. 16420-6).
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RECOMMENDATION
1) Approve an Assumption and Partial Assignment of the Preserve Development Agreement between the City of Chino, a municipal corporation; Chino Development Corporation, a California corporation; and Richmond American Homes of Maryland, Inc., a Maryland corporation; 2) Approve an Assumption and Partial Assignment of the Preserve Development Agreement between the City of Chino, a municipal corporation; Chino Development Corporation, a California corporation; and Beazer Homes Holdings, LLC, a Delaware limited liability company; 3) Approve an Assumption and Partial Assignment of the Preserve Development Agreement between the City of Chino, a municipal corporation; Chino Development Corporation, a California corporation; and Lennar Homes of California, LLC, a California limited liability company; 4) Approve an Assumption and Partial Assignment of the Preserve Development Agreement between the City of Chino, a municipal corporation; Chino Development Corporation, a California corporation; and Shea Homes Limited Partnership, a California limited partnership; and 5) Authorize the City Manager to execute all documents on behalf of the City.
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FISCAL IMPACT
There is no direct fiscal impact to the City.
CITY OF CHINO MISSION / VISION / VALUES / STRATEGIC ISSUES
The recommendation detailed above furthers the City’s values and strategic issues that serve as key pillars on which identified priorities, goals, and action plans are built, by fostering:
• Public Service Excellence through Internal and External Partnerships
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BACKGROUND
In 2004, the City of Chino entered into a Development Agreement (DA) with three entities affiliated with the Lewis Management Corporation known as Chino Development Corporation, Chino Preserve Development Corporation, and Chino Holding Company, LLC (collectively referred to as the Lewis Companies). The DA was established to guide the orderly development of The Preserve, a master-planned residential and commercial community. It outlined the terms and conditions applicable to development on property owned by Lewis Companies and defined the respective rights and obligations of the developer and the City throughout the development process.
In 2008, the City’s Planning Commission approved an “A” level Master Site Approval and Tentative Tract Map No. 16420 to subdivide 522 acres of land generally located south of Pine Avenue, west of Hellman Avenue, and north and east of Chino Corona Road for what is known as the South of Pine area in The Preserve. The purpose of the original Master Site Approval was to establish large parcels, and phase major backbone street systems for both future residential and non-residential development within the master plan area.
On February 23, 2022, the City’s Planning Commission conditionally approved a Development Modification to the Master Site Approval and Tentative Tract Map No. 16420. The modification removed the phased development concept originally approved, divided the larger land area into smaller lots to be reconveyed for development, and established improvement areas for future development. It is important to note that the Developer modification also incorporated conditions of approval for improvements along Pine Avenue for associated developments within the larger project area to help facilitate needed improvements to the area.
Subsequently, on September 19, 2022, the City’s Planning Commission approved a 32.63-acre Master Site Approval PL21-0056 and Tentative Tract Map No. 20445 for the future development of 305 single-family homes within four neighborhoods, a pocket park, and private recreation center located in the MDR (Medium Density Residential) and CC16 (Community Core 16) land use designations known as “Block 11”. This project is generally located south of Legacy Park Street, east of Main Street, and north of East Preserve Loop.
On June 6, 2023, the City Council approved an Amended and Restated DA to incorporate updated terms and conditions that support responsible long-range planning and fiscal stability through the build-out of the Preserve Specific Plan area.
The developer, Chino Preserve Development Corporation, a Lewis Management Corporation company (“Lewis”), received City approval of Final Map No. 16420-6 on April 1, 2025, to subdivide a portion of the previously approved Tentative Tract Map No. 16420, as shown in Exhibit A. Lewis is actively developing the site and has entered into purchase agreements with four guest builders, with escrow closures occurring this Summer 2025.
The guest builders will assume responsibility for completing the remaining public improvements originally assigned to Chino Preserve Development Corporation. This transition requires the execution of replacement Subdivision Improvement Agreements (SIAs) and the posting of new securities, which will be presented to the City Council as a separate action.
ISSUES/ANALYSIS
Pursuant to the terms of the DA, the Lewis Companies have the right to sell, transfer, or assign property, in whole or in part, provided such transfers do not violate the provisions of the Subdivision Map Act (Government Code Section 66410 et seq.) or Title 19 of the Chino Municipal Code.
In accordance with these provisions, the Lewis Companies have approached the City to request approval of Partial Assignment and Assumption Agreements with four guest builders for the acquisition of specific properties, as described in Exhibit A of each respective Agreement and attached collectively as Exhibit B. Because these properties are subject to the existing DA, City Council consent is required to authorize the Partial Assignment and Assumption Agreements (collectively, the “Assignments”) as outlined in the attached documents.
The Lewis Companies are selling the subject properties pursuant to the terms and conditions of separate Purchase and Sale Agreements with Richmond American Homes of Maryland, Inc.; Beazer Homes Holdings, LLC; Lennar Homes of California, LLC; and Shea Homes Limited Partnership. Each Assignment requires the City to release Chino Preserve Development Corporation from its obligations under the DA as they pertain to the property being conveyed.
Staff is not aware of any outstanding concerns that would preclude this release and sale of the subject properties. Therefore, staff recommend that the City Council approve the Assignments of the Preserve DA between the City of Chino, CPDC, and each respective guest builder.
Attachments: Exhibit A - Location Map: Tract Map No. 16420-6
Exhibit B - Partial Assignment of the Preserve Development Agreement:
1. Shea Homes Limited Partnership
2. Lennar Homes of California, LLC
3. Beazer Homes Holdings, LLC
4. Richmond American Homes of Maryland, Inc