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HomeMy WebLinkAboutItem No. 16 - PH - First Amendment to Ramsgate Development Agreement Page 1 of 5 REPORT TO CITY COUNCIL To:Honorable Mayor or Members of the City Council From:Jason Simpson, City Manager Prepared by:Damaris Abraham, Interim Assistant Community Development Director Date:January 24, 2023 Subject:First Amendment to Development Agreement No. 2022-02 (Ramsgate) to Include Tentative Tract Map No. 33725, a 52.7-acre Subdivision With 204 Lots, to the Development Agreement for the Ramsgate Specific Plan Applicant:SPT-AREP III Tuscany Associates LLC Recommendation Introduce by title only and waive further reading of AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF LAKE ELSINORE, CALIFORNIA, APPROVING A FIRST AMENDMENT TO THE RAMSGATE DEVELOPMENT AGREEMENT FOR THE PURPOSE OF INCLUDING TENTATIVE TRACT MAP NO. 33725 (DEVELOPMENT AGREEMENT NO. 2022-02). Background On June 20, 1990, the City approved and adopted the Ramsgate Development Agreement (DA), which was recorded on June 27, 1990. The original Ramsgate DA covered 1,190 acres of the overall 1,291-acre “Ramsgate Specific Plan” (RSP), a planned development community site now known as Rosetta Canyon. On September 26, 2006, the City Council approved Mitigated Negative Declaration No. 2006-04 (SCH No. 2006071012), General Plan Amendment No. 2006-05, Pre-Annexation Zone Change No. 2006-05, Zone Change No. 2006-07, Ramsgate Specific Plan No. 89-1 Fifth Revision, Annexation No. 76, and Tentative Tract Map (TTM) No. 33725 for the subdivision of a 52.7-acre site into 221 single-family residential lots, five (5) water quality basins, 21 open space lots, and a storm drain easement/pedestrian paseo. DA 2022-02 (Ramsgate First Amendment) Page 2 of 5 As amended in 2006, the RSP includes eleven Tentative Tract Map (TTM) Nos. 25472 through 25479, 30698, 34231, and 33725. Of these TTMs, Nos. 30698 and 33725 (each approximately 50 acres in size) were never made subject to the Ramsgate DA. The proposed First Amendment is intended to make TTM No. 33725 subject to the Ramsgate DA. SPT-AREP III Tuscany Associates LLC (SPT) is the successor in interest and assignee of all of the rights, title, interests, and obligations in the Ramsgate DA to the extent such rights, title, interests, and obligations relate to TTM No. 25475. SPT is also the owner of TTM 33725. Between 2003 and 2022, the City and various successors in interest to Rialto, including SPT, executed nine operating memoranda of understanding (OMOU) pursuant to Section 7.3 of the Ramsgate DA. Among other things, these OMOUs extended the term of the Ramsgate DA, consistent with Section 10 (Permitted Delays). The following summarizes the specific extensions provided by the nine OMOUs to the Ramsgate DA: 1. The First OMOU between the City and White Rock (2003), extending the effective period for all TTMs until June 27, 2007. 2. The Second OMOU between the City and White Rock (2006), extending the effective period for TTM Nos. 25473, 25475, and 34231 until June 27, 2010. 3. The Third OMOU between the City and Centex Homes (2006), extending the effective period for TTM Nos. 25476 through 25479 until June 27, 2010. 4. The Fourth OMOU among the City, Centex Homes, and Richmond American Homes of Maryland, Inc. (RAH) (2010), extending the effective period for TTM Nos. 25476 through 25479 until June 27, 2012. 5. The Fifth OMOU among the City, SPT, and MBK Homes Ltd. (MBK) (2010), extending the effective period for TTM Nos. 25473, 25475, and 34231 until June 27, 2012. 6. The Sixth OMOU between the City and SPT (2011), extending the effective period for TTM Nos. 25473 and 25475 until December 31, 2022. 7. The Seventh OMOU between the City and RAH (2012), extending the effective period for TTM Nos. 25476 through 25479 until June 27, 2016. 8. The Eighth OMOU between the City and MBK (2012), extending the effective period for TTM No. 34231 until June 27, 2016. 9. The Ninth OMOU between the City and SPT (2022), extending the effective period for TTM No. 25475 to the earlier of either (1) 48 months after SCE is able to provide necessary power to serve TTM No. 25475 or (2) December 31, 2027. 10. The Tenth OMOU between the City and Hill Country S.A., Ltd., a Texas limited partnership (doing business in California as Hill Country S.A., L.P.) and American Superior Land, LLC, a Delaware limited liability company (collectively “Richland”) (2022), extending the effective period for TTM No. 25473 to the earlier of either (1) 48 months after SCE (as defined below) is able to provide necessary power to serve TTM No. 25473 or (2) December 31, 2027. DA 2022-02 (Ramsgate First Amendment) Page 3 of 5 Planning Commission Action At the December 6, 2022 Planning Commission meeting, the applicant explained that they have diligently attempted to complete development of TTM Nos. 25475 and 33725. However, they were informed by Southern California Edison (SCE) in February 2022 that SCE’s existing power grid has insufficient capacity to serve TTM Nos. 25475 and 33725 and that design and construction of the necessary infrastructure to provide sufficient power will take 3 to 5 years. The Planning Commission voted unanimously 5-0 to adopt a resolution recommending approval of the Development Agreement (First Amendment) for the Ramsgate Specific Plan. Discussion As originally approved, TTM 33725 was a subdivision of 52.7 acres into 221 single family residential lots, 5 water quality basins, 21 open space lots, and a storm drain easement/pedestrian paseo. As amended in 2021 (Revision No. 1), the subdivision now includes the construction of a sewer lift station on Lot 205, offsite sewer line extension, construction of a water pipeline extension along Greenwald Avenue, and modifications to the intersection of the proposed D Street and Little Valley Road and the intersection of Little Valley Road and Greenwald Avenue. To accommodate the new roadway alignment, the residential lots in the subdivision have been reconfigured, and the overall total is reduced to 204 lots. TTM 33725, Revision No. 1 now reflects a subdivision of 52.7 acres into 204 single family residential lots, three (3) water quality basins, 15 open space lots, and one (1) sewer lift station. TTM 33725 is located west of Greenwald Avenue and south of Little Valley Road within Ramsgate Specific Plan (APNs: 349-240-006, 043 thru 047, 054, 055, 056, 349-380-024 and 025). As approved in 2006, TTM No. 33725 had a 2-year effective period. It subsequently received 8.5 years of state-law legislative extensions and 6 years of discretionary, City-approved extensions, which have extended its effective period until March 26, 2023. The proposed First Amendment to the Ramsgate DA would vest the development rights under TTM 33725 for an approximate five (5) year term expiring not later than December 31, 2027, unless the agreement is terminated, modified, or extended upon mutual written consent. The proposed First Amendment would memorialize the following: Vested Rights: The First Amendment provides certainty in the development process by vesting the development rights under Tentative Tract Map 33725 consistent with the conditions of approval and subject to the City’s existing land use regulations. During the term of the First Amendment, TTM 33725 will be exempt from newly adopted City land use regulations and fees. Existing Development Impact Fees: During the five (5) year Term of the First Amendment to the Ramsgate DA, the City shall impose and the Developer shall be required to pay only existing development impact fees at the prevalent rate in effect at the time of the issuance of each building permit or other time of payment required by applicable City ordinance or resolution. No new categories of development impact fees will be imposed on the Project during the Term of the Ramsgate DA. DA 2022-02 (Ramsgate First Amendment) Page 4 of 5 Non-Vested Fees:, The Developer will be required to pay development permit application processing fees and charges, storm drain fees, TUMF, MSHCP, SKR and impact fees, exactions, assessments or fair share charges or other similar fees or charges imposed by other governmental entities regardless of whether the City is required to collect or assess such fees (e.g., school district impact fees pursuant to Government Code Section 65995) at the prevailing rate at the time such fees are due. Payment of a Development Agreement Fee. A $5,500/unit Development Agreement Fee shall be paid upon issuance of each residential building permit to be used by the City in its discretion for the construction of capital facilities. The applicant has diligently attempted to complete development of TTM 33725. However, TTM 33725 cannot be developed at present because Southern California Edison’s (SCE) existing power grid has insufficient capacity to serve the map. SCE has stated that design and construction of the necessary infrastructure to provide sufficient power will take 3 to 5 years (2025-2027). Because SCE’s inability to provide power, the applicant has requested that TTM No. 33725 be made subject to the Development Agreement, including the provisions of Section 8.5, which provide that “the term of any subdivision map or parcel map” subject to the Development Agreement “will be extended for the term of this agreement.” This First Amendment expands the geographical boundary of the Development Agreement to include TTM 33725 and extends the effective period of TTM No. 33725 consistent with Section 8.5 of the Development Agreement. The proposed First Amendment will facilitate the development of TTM No. 33725 and will provide development agreement fees of approximately $1,122,000 for construction of future capital facilities. The First Amendment has been reviewed City Attorney and is consistent with and meets all legal requirements of State Government Code Sections 65864 through 65869.5 and the Lake Elsinore Municipal Code Chapter 19.12 regulating development agreements. Environmental Determination Pursuant to CEQA Guidelines Section 15162, no new environmental documentation is necessary because all potentially significant effects have been adequately analyzed in an earlier Environmental Impact Report (EIR) and none of the conditions described in Section 15162 exist. The City previously performed environmental review in compliance with CEQA when it approved the Development Agreement and first amendment to the Specific Plan in 1990 based on a Supplemental Environmental Impact Report (SCH 88090525); approved TTM 33725 in 2006, based on a Mitigated Negative Declaration (No. 2006-04); and approved modifications to TTM No. 33725 in 2021 based on an Addendum. DA 2022-02 (Ramsgate First Amendment) Page 5 of 5 This First Amendment does not propose any changes to the Project and will not have any significant direct, indirect, or cumulative environmental impacts apart from or beyond those already analyzed, addressed, and mitigated as stated in the environmental documentation prepared and adopted/approved for TTM No. 33725. All potentially significant impacts have been avoided or mitigated pursuant to the earlier environmental impact report and none of the conditions in Public Resources Code Section 21166 or CEQA Guidelines Sections 15162, 15163 and 15164 calling for preparation of a subsequent or supplemental environmental impact report have occurred because of the following: (i) the Project does not propose substantial changes that would require major revisions to the previously certified EIR and subsequent Addendum due to new significant environmental effects or a substantial increase in the severity of previously identified significant environmental effects; (ii) no substantial changes in circumstances have occurred that require major revisions to the previously certified EIR and subsequent Addendum due to new significant environmental effects or a substantial increase in the severity of previously identified significant effects; and (iii) no new information of substantial importance as described in Section 15162 (a)(3) has been identified that shows any of the following: (a) one or more significant effects not discussed in the EIR, (b) significant effects previously examined that are substantially more severe than shown in the EIR, (c) mitigation measures or alternatives previously found not to be feasible are in fact be feasible and substantially reduce one or more significant effects of the project, but the Project proponents decline to adopt the mitigation measure or alternative, or (d) mitigation measures or alternatives which are considerably different from those analyzed in the EIR and subsequent Addendum substantially reduce one or more significant effects on the environment, but the Project proponents decline to adopt the mitigation measure or alternative. Therefore, no further environmental documentation is necessary. Fiscal Impact The time and costs related to processing this application have been covered by application fees paid for by the applicant. No General Fund budgets have been allocated or used in the processing of this application. In addition to the citywide development impact fees to be paid by the project, TTM 33725 shall pay a $5,500 Development Agreement Fee for each residential building permit (approximately $1,122,000). TTM 25473 (164 units) and TTM No. 25475 (131 homes) also pay a $5,500 per residential unit Development Agreement Fee. Attachments Attachment 1 - Ordinance Attachment 2 - First Amendment Attachment 3 - Vicinity Map Attachment 4 - Aerial Map Attachment 5 – Ramsgate Specific Plan Overall Boundary Map ORDINANCE NO. 2023- AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF LAKE ELSINORE, CALIFORNIA, APPROVING A FIRST AMENDMENT TO THE RAMSGATE DEVELOPMENT AGREEMENT FOR THE PURPOSE OF INCLUDING TENTATIVE TRACT MAP NO. 33725 (DEVELOPMENT AGREEMENT NO. 2022-02 Whereas, SPT-AREP III Tuscany Associates LLC, has requested approval of Development Agreement No. 2022-02 for the purpose of amending the Development Agreement for the Ramsgate Specific Plan to include Tentative Tract Map (TTM) No. 33725; and Whereas, on June 20, 1990, the City approved and adopted the Ramsgate Development Agreement, which was recorded on June 27, 1990 and included 1,190 acres of the overall 1,291-acre Ramsgate Specific Plan area; and Whereas, TTM 33725 is a previously approved subdivision of 52.7 acres into 204 single family residential lots, three (3) water quality basins, 15 open space lots, and one (1) sewer lift station located west of Greenwald Avenue and south of Little Valley Road within Ramsgate Specific Plan (APNs: 349-240-006, 043 thru 047, 054, 055, 056, 349-380-024 and 025); and, Whereas, although located within the Ramsgate Specific Plan, TTM No. 33725 was never included in the original development agreement; and Whereas, the amended development agreement would vest the development rights under TTM 33725 until the earlier of either (1) 48 months after SCE is able to provide necessary power to serve TTM No. 25475 and 33725 or (2) December 31, 2027, unless the agreement is otherwise terminated, modified, or extended; and Whereas, pursuant to LEMC Chapter 19.12 (Development Agreements) the Planning Commission of the City of Lake Elsinore has been delegated with the responsibility of reviewing and making a recommendation to the City Council whether the development agreement is consistent with the City’s General Plan and whether to approve the development agreement; and Whereas, on December 6, 2022, at a duly noticed public hearing, the Planning Commission considered evidence presented by the Community Development Department and other interested parties with respect to this item and recommended approval of the proposed First Amendment to the City Council. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LAKE ELSINORE, CALIFORNIA, DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. CEQA Determination. Pursuant to CEQA Guidelines Section 15162, no new environmental documentation is necessary because no changes to the project are proposed and all potentially significant effects have been adequately analyzed in an earlier Environmental Impact Report (EIR) and none of the conditions described in Section 15162 exist. The City previously performed environmental review in compliance with CEQA when it approved the Development Agreement and first amendment to the Specific Plan in 1990 based on a Supplemental Environmental Impact Report (SCH 88090525); approved TTM 33725 in 2006, based on a Mitigated Negative Declaration (No. 2006-04); and approved modifications to TTM Ord. No. 2022-____ Page 2 of 5 No. 33725 in 2021 based on an Addendum. The First Amendment will not have any significant direct, indirect, or cumulative environmental impacts apart from or beyond those already analyzed, addressed, and mitigated as stated in the environmental documentation prepared and adopted/approved for TTM No. 33725. All potentially significant impacts have been avoided or mitigated pursuant to the earlier environmental impact report and none of the conditions in Public Resources Code Section 21166 or CEQA Guidelines Sections 15162, 15163 and 15164 calling for preparation of a subsequent or supplemental environmental impact report have occurred because of the following: (i) the Project does not propose substantial changes that would require major revisions to the previously certified EIR and subsequent Addendum due to new significant environmental effects or a substantial increase in the severity of previously identified significant environmental effects; (ii) no substantial changes in circumstances have occurred that require major revisions to the previously certified EIR and subsequent Addendum due to new significant environmental effects or a substantial increase in the severity of previously identified significant effects; and (iii) no new information of substantial importance as described in Section 15162 (a)(3) has been identified that shows any of the following: (a) one or more significant effects not discussed in the EIR, (b) significant effects previously examined that are substantially more severe than shown in the EIR, (c) mitigation measures or alternatives previously found not to be feasible are in fact be feasible and substantially reduce one or more significant effects of the project, but the Project proponents decline to adopt the mitigation measure or alternative, or (d) mitigation measures or alternatives which are considerably different from those analyzed in the EIR and subsequent Addendum substantially reduce one or more significant effects on the environment, but the Project proponents decline to adopt the mitigation measure or alternative. Therefore, no further environmental documentation is necessary. Section 2. Findings. That in accordance with California Planning and Zoning Law and the Lake Elsinore Municipal Code Section 19.12.070, the City Council makes the following findings regarding the First Amendment to the Ramsgate Development Agreement: 1. It is consistent with the objectives, policies, general land uses and programs specified in the General Plan and any applicable specific plan; The proposed development agreement will assist in the development of TTM 33725 is located within the Ramsgate Specific Plan. The proposed subdivision is compatible with the objectives, policies, general land uses and programs as identified within the Specific Plan. The Ramsgate Specific Plan was subject to a consistency finding with the General Plan prior to adoption. The proposed subdivision is consistent with the provisions of the Ramsgate Specific Plan and is therefore found to be consistent with the General Plan. 2. It is compatible with the uses authorized in, and the regulations prescribed for, the land use district in which the real property is located; The proposed development agreement contemplates residential development consistent with the Ramsgate Specific Plan residential land use designation for this site. 3. It is in conformity with public convenience, general welfare and good land use practices; The overall density and design is consistent and compatible with the adjacent communities. Further the development of the proposed development is consistent with the underlying General Plan and Zoning land use designations, indicative of good land use practices. 4. It will not be detrimental to the health, safety and general welfare; Ord. No. 2022-____ Page 3 of 5 The proposed Development Agreement will facilitate the development of the 204 single- family dwelling units. The previously approved map was found not to be detrimental to the health, safety and general welfare. 5. It will not adversely affect the orderly development of property or the preservation of property values; The proposed Development Agreement will facilitate the development of the 204 single- family residential dwelling units. The previously approved map was found not to adversely affect the orderly development of property or the preservation of property values. 6. It is consistent with the provisions of Government Code Sections 65864 through 65869.5. The proposed Development Agreement includes all mandatory provisions required by Government Code § 65865.2 and does not include any provisions that are not authorized by the Development Agreement Act. Section 3: Approval. Based upon the evidence presented and the above findings, the Council hereby approves the First Amendment to the Ramsgate Development Agreement. Section 4: Severability. If any provision of this Ordinance or its application is held invalid by a court of competent jurisdiction, such invalidity shall not affect other provisions, sections, or applications of the Ordinance which can be given effect without the invalid provision or application, and to this end each phrase, section, sentence, or word is declared to be severable. Section 5: Effective Date. This Ordinance shall become effective at 12:01 a.m. on the thirty-first (31st) day after the date of adoption. Section 6: Certification. The City Clerk shall certify to the passage of this Ordinance and shall cause a synopsis of the same to be published according to law. Passed and Adopted on this _____day of __________, 2023. ____________________________ Natasha Johnson, Mayor Attest: Candice Alvarez, MMC City Clerk Ord. No. 2022-____ Page 4 of 5 I, Candice Alvarez, MMC, City Clerk of the City of Lake Elsinore, do hereby certify that the foregoing Ordinance No. 2023-_____ was introduced at the Regular meeting of January 24, 2023, and adopted by the City Council of the City of Lake Elsinore at its Regular meeting of ________, 2023, by the following vote: AYES: NOES: ABSENT: ABSTAIN: I further certify that said Synopsis was published as required by law in a newspaper of general circulation in the City of Lake Elsinore, California on the _____day of __________, 2023, and on the ______day of _________, 2023. ____________________________ Candice Alvarez, MMC City Clerk Ord. No. 2022-____ Page 5 of 5 Exhibit A Attachment 2 - First Amendment Ramsgate DA.pdf -1- RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Lake Elsinore 130 South Main Street Lake Elsinore, CA 92330 Attention: City Clerk Space Above This Line for Recorder’s Use (Exempt from Recording Fees per Gov’t Code, § 6103) FIRST AMENDMENT TO THE DEVELOPMENT AGREEMENT BETWEEN THE CITY OF LAKE ELSINORE AND RIALTO DEVELOPMENT CORPORATION, WHICH DOES BUSINESS AS LD JOHNSON COMPANIES, FOR RAMSGATE This First Amendment (“First Amendment”) to the Development Agreement between the City of Lake Elsinore (“City”) and Rialto Development Corporation (“Rialto”), which does business as LD Johnson Companies, for Ramsgate (“Development Agreement”), is entered into by and among the City, SPT-AREP III Tuscany Associates, LLC (“SPT”) and Hill Country S.A., Ltd., a Texas limited partnership (doing business in California as Hill Country S.A., L.P.) and American Superior Land, LLC, a Delaware limited liability company (collectively “Richland”), as of the Effective Date (defined below). The City, SPT and Richland are referred to individually as a “Party” and collectively as the “Parties.” RECITALS The City, SPT and Richland enter into this First Amendment with reference to the following facts, each of which are acknowledged as true and correct: A. On June 20, 1990, the City approved and adopted the Development Agreement, which was recorded on June 27, 1990 in the Official Records of Riverside County, California as Instrument No. 237507. B. The original subject of the Development Agreement concerned approximately 1,190 acres of the 1,291-acre “Ramsgate Specific Plan” (“SP”), a planned development community located within the City, principally within Township 5 South, Range 4 West, San Bernardino Baseline and Meridian, which has increased in acreage since the 1990s. C. As amended in 2006, the SP includes eleven tentative tract maps (“TTMs”): Nos. 25472 through 25479, 30698, 34231, and 33725. Of these TTMs, Nos. 30698 and 33725 (each approximately 50 acres in size) were never made subject to the Development Agreement. This First Amendment is intended to make TTM No. 33725 subject to the Development Agreement. D. White Rock Acquisition Company, L.P. (“White Rock”) became the successor in interest to Rialto with respect to the SP, and White Rock also became the assignee of all of Rialto’s rights, title, and interests in the Development Agreement. Attachment 2 - First Amendment Ramsgate DA.pdf -2- E. SPT became the successor in interest to White Rock with respect to TTM Nos. 25473 and 25475, and SPT also became the assignee of all of White Rock’s rights, title, interests, and obligations in the Development Agreement to the extent such rights, title, interests, and obligations relate to TTM Nos. 25473 and 25475. In May 2011, SPT conveyed all of its interests in TTM No. 25473 to Richland. F. On September 26, 2006, the City approved TTM No. 33725, which is held by SPT. On or about the same time, the City approved (1) General Plan Amendment No. 2006-05, (2) Specific Plan Amendment No. 89-1 (Fifth Revision), (3) Zone Change No. 2006-05, and (4) Zone Change No. 2006-07, which, among other things, incorporated TTM No. 33725 into the SP as Planning Area 10 (collectively, the “2006 Development Approvals”). G. Between 2003 and 2022, the City and various successors in interest to Rialto, including SPT, executed nine operating memoranda of understanding (collectively, the “OMOUs”), consistent with Section 7.3 of the Development Agreement (“Operating Memoranda and Amendments”). The OMOUs are summarized hereinbelow and incorporated herein by reference. Among other things, these OMOUs tolled the Development Agreement’s 15-year effective period, consistent with Section 10 (“Permitted Delays”), extending the effective period for TTM No. 25475 to not later than December 31, 2027. The following summarizes the specific extensions provided by the OMOUs: i The First OMOU between the City and White Rock (2003), extending the effective period for all TTMs until June 27, 2007. ii The Second OMOU between the City and White Rock (2006), extending the effective period for TTM Nos. 25473, 25475, and 34231 until June 27, 2010. iii The Third OMOU between the City and Centex Homes (2006), extending the effective period for TTM Nos. 25476 through 25479 until June 27, 2010. iv The Fourth OMOU among the City, Centex Homes, and Richmond American Homes of Maryland, Inc. (“RAH”) (2010), extending the effective period for TTM Nos. 25476 through 25479 until June 27, 2012. v The Fifth OMOU among the City, SPT, and MBK Homes Ltd. (“MBK”) (2010), extending the effective period for TTM Nos. 25473, 25475, and 34231 until June 27, 2012. vi The Sixth OMOU between the City and SPT (2011), extending the effective period for TTM Nos. 25473 and 25475 until December 31, 2022. vii The Seventh OMOU between the City and RAH (2012), extending the effective period for TTM Nos. 25476 through 25479 until June 27, 2016. viii The Eighth OMOU between the City and MBK (2012), extending the effective period for TTM No. 34231 until June 27, 2016. Attachment 2 - First Amendment Ramsgate DA.pdf -3- ix The Ninth OMOU between the City and SPT (2022), extending the effective period for TTM No. 25475 to the earlier of either (1) 48 months after SCE (as defined below) is able to provide necessary power to serve TTM No. 25475 or (2) December 31, 2027. x The Tenth OMOU between the City and Richland (2022), extending the effective period for TTM No. 25473 to the earlier of either (1) 48 months after SCE (as defined below) is able to provide necessary power to serve TTM No. 25473 or (2) December 31, 2027 H. As approved in 2006, TTM No. 33725 had a 2-year effective period. It subsequently received 8.5 years of state-law legislative extensions and 6 years of discretionary, City-approved extension, which have extended its effective period until March 26, 2023. I. SPT now desires to amend the Development Agreement pursuant to Section 7.3 and Government Code section 65868 in order to include the 2006 Development Approvals, including TTM 33725, as part of the Project as defined in the Development Agreement, subject to all conditions of approval of TTM 33725 and such future discretionary approvals of the City required in order to complete the Project. J. Nearly all of the SP has been developed, except for Richland’s TTM 25473 (164 units) and SPT’s TTM Nos. 25475 (131 homes) and 33725 (204 homes). Richland has diligently attempted to complete development of TTM No. 25473 and SPT has diligently attempted to complete development of TTM Nos. 25475 and 33725. However, TTM Nos. 25473, 25475 and 33725 cannot be developed at present because Southern California Edison’s (“SCE”) existing power grid has insufficient capacity to serve these TTMs. SCE has stated that design and construction of the necessary infrastructure to provide sufficient power will take 3 to 5 years (2025- 2027). K. In recognition that SCE’s delayed ability to provide power constitutes a condition beyond the Parties’ control, SPT and the City executed the Ninth OMOU and Richland and the City executed the Tenth OMOU to extend the effective period of the Development Agreement until the earlier of either (1) 48 months after SCE is able to provide necessary power to serve SPT’s TTM Nos. 25475 or Richland’s TTM 25473, respectively, or (2) December 31, 2027. L. Because SCE’s inability to provide power equally affects TTM No. 33725, SPT requested that TTM No. 33725 be made subject to the Development Agreement, including the provisions of Section 8.5, which provide that “the term of any subdivision map or parcel map” subject to the Development Agreement “will be extended for the term of this agreement.” This First Amendment expands the geographical boundary of the Development Agreement to include TTM 33725 and extends the effective period of TTM No. 33725 consistent with Section 8.5 of the Development Agreement. Attachment 2 - First Amendment Ramsgate DA.pdf -4- AGREEMENT NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1.Section 2.1 – Definition of “Agreement”. Section 2.1 of the Development Agreement is deleted in its entirety and replaced with the following: “Agreement” means this Development Agreement, the First Amendment to this Agreement, and the operating memoranda of understanding (“OMOUs”) that have been executed pursuant to Section 7.3 of this Agreement and which are incorporated herein by reference together with any future amendments or OMOUs as may be entered into in writing by the Parties in accordance with the terms hereof and applicable laws.” 2.Section 2.18 – Definition of “Project”. Section 2.18 of the Development Agreement is deleted in its entirety and replaced with the following: “Project” means the Development described in this Agreement and the Specific Plan, including, without limitation, Development of Tentative Tract Maps Nos. 25473, 25475 and 33725. 3.Section 8.5 – Life of Subdivision or Parcel Maps. Section 8.5 of the Development Agreement is deleted in its entirety and replaced with the following: Pursuant to Government Code section 66452.6 subdivision (a), the term of any subdivision map or parcel map approved with respect to the Project, including, without limitation, Tentative Tract Maps Nos. 25473, 25475 and 33725, will be extended for the term of this Agreement. 4.Section 17 – Addresses for Notices. The addresses printed below the subheading “Developer” (beginning at line 13) are deleted in their entirety and replaced with the following: SPT: SPT-AREP III Tuscany Associates, LLC c/o Shopoff Realty Investments 18565 Jamboree Road, Suite 200 Irvine, CA 92612 Attn: Brian Rupp With Copy To: Allen Matkins Leck Gamble Mallory & Natsis LLP 2010 Main Street, 8th Floor Irvine, CA 92614 Attn: John Condas, Esq. Attachment 2 - First Amendment Ramsgate DA.pdf -5- Richland: Hill Country S.A., Ltd. and American Superior Land, LLC c/o Richland Communities 3161 Michelson Drive, Suite 425 Irvine, CA 92612 Attention: Mike Byer 5.Exhibit “A” – Property. Exhibit “A” of the Development Agreement is deleted in its entirety and replaced with a new Exhibit “A,” which is attached as Exhibit A to this First Amendment. 6. Exhibit “B” – Development Fees. In connection with the Ninith and Tenth OMOUs, the Parties agreed to a revised schedule of Development Impact Fees and Development Agreement Fees to be paid by Richland r its successors and assigns upon issuance of building permits for each residential unit in TTM 25473 and by SPT or its successors and assigns upon issuance of building permits for each residential unit in TTM 25475. The revised schedule is further amended as set forth in Exhibit “B” attached hereto and incorporated herein by reference to include the Development Impact Fees and Development Agreement Fees applicable to TTM 33725. 7. Miscellaneous (a) Full Force and Effect. This First Amendment together with the Development Agreement and the OMOUs constitute the entire agreement between the City and SPT regarding the matters set forth herein or therein and supersedes any and all prior and/or contemporaneous oral or written negotiations, agreements, or understandings. Except as otherwise specifically provided herein, the Development Agreement shall remain unmodified and shall continue in full force and effect. (b) Defined Terms. Any capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Development Agreement. (c) Vested Right. For purposes of the 2006 Development Approvals, including TTM 33725, the vested rights conferred by this First Amendment shall be effective as to the City’s land use regulations, General Plan, SP, ordinances, and official policies in effect as of the Effective Date. By entering into this First Amendment, SPT is obtaining a vested right to proceed with the development of TTM 33725 subject to all conditions of approval of TTM 33725 and such future discretionary approvals of the City required in order to complete the Project. (d) Execution in Counterparts. This First Amendment may be signed by the Parties in one or more counterparts, which taken together shall constitute one and the same instrument. This First Amendment may also be delivered by e-mail transmission with the same force and effect as if the originally executed copies of this First Amendment were delivered to all Parties. (e) Effective Date. This First Amendment shall become effective (“Effective Date”) upon the later of either: (1) the date that is thirty (30) days after the date the ordinance that approves this First Amendment is adopted; or (2) in the event that this First Amendment is Attachment 2 - First Amendment Ramsgate DA.pdf -6- challenged by one or more judicial actions or a referendum petition, the date that all such judicial actions and/or referendum petitions have been fully adjudicated, with no further rights of appeal, to the satisfaction of the Parties. (f) Authority. Each of the signatories to this First Amendment represents and warrants, each to the other, that he/she has full power and authority to execute this First Amendment and to bind the respective Parties to the provisions of this First Amendment. IN WITNESS WHEREOF, the Parties have executed this First Amendment as of the dates set forth above. CITY OF LAKE ELSINORE, a California municipal corporation Date: ____________________ By: Jason Simpson, City Manager ATTESTED: Candice Alvarez, City Clerk APPROVED AS TO FORM: Barbara Zeid Leibold City Attorney [Signatures Continued on Next Page] Attachment 2 - First Amendment Ramsgate DA.pdf -7- SPT SPT-AREP III TUSCANY ASSOCIATES, LLC, a Delaware limited liability company By: Shopoff Partners, L.P., a Delaware limited partnership, sole member By: Shopoff General Partner, LLC, a Delaware limited liability company, general partner By: Shopoff Properties Trust, Inc., a Maryland corporation, manager By: Brian G. Rupp, Executive Vice President, Real Estate RICHLAND HILL COUNTRY S.A., LTD, a Texas limited partnership By: Richland Properties, Inc., a Texas corporation By: Name: John C. Troutman Title: Vice President AMERICAN SUPERIOR LAND, LLC, a Delaware limited liability company By: Name: John C. Troutman Title: Vice President Attachment 2 - First Amendment Ramsgate DA.pdf EXHIBIT “A” EXHIBIT A Legal Description [To Be Inserted] Attachment 2 - First Amendment Ramsgate DA.pdf EXHIBIT “B” -1- EXHIBIT “B” DEVELOPMENT AGREEMENT AND DEVELOPMENT IMPACT FEES1 Fee TTM 25473 and 25475 TTM 33725 Development Agreement Fees 2022 = $5,500/unit 2023 = $5,500/unit 2024 = $5,500/unit 2025 = $5,500/unit 2026 = $5,500/unit 2027 = $5,500/unit 2022 = $5,500/unit 2023 = $5,500/unit 2024 = $5,500/unit 2025 = $5,500/unit 2026 = $5,500/unit 2027 = $5,500/unit MSHCP* *subject to citywide increases none Residential < 8 DUs/acre = $3,947/unit 8.1 - 14 DUs/acre=$1,645/unit > 14.1 DUs/acre = $728/unit Commercial = $17,764/acre Industrial = $17,764/acre TUMF* *subject to citywide increases SFR = $10,104/unit MFR = $6,580/unit Retail = $7.72/sq. ft. Service = $4.89/sq. ft. Industrial = $1.86/sq. ft. Class A/B Office = $2.45/sq. ft. SFR = $10,104/unit MFR = $6,580/unit Retail = $7.72/sq. ft. Service = $4.89/sq. ft. Industrial = $1.86/sq. ft. Class A/B Office = $2.45/sq. ft. Traffic Impact Fee* *subject to citywide increases SFR = $1,369.00/unit MFR = $959.00/unit Commercial = $3.84/sq. ft. Office = $1.45/sq. ft. Industrial = $0.81/sq. ft. SFR = $1,369.00/unit MFR = $959.00/unit Commercial = $3.84/sq. ft. Office = $1.45/sq. ft. Industrial = $0.81/sq. ft. Park Capital Improvement Fund (Quimby) * *subject to citywide increases SFR = $1,600/unit Duplexes = $1,500/unit Triplexes = $1,500/unit Fourplexes = $1,450/unit Apartments = $1,400/unit SFR = $1,600/unit Duplexes = $1,500/unit Triplexes = $1,500/unit Fourplexes = $1,450/unit Apartments = $1,400/unit 1 All applicable Development Impact Fees are subject to citywide increases and shall be paid at the rate in effect at the time such fees are paid. EXHIBIT “B” continued EXHIBIT “B” -2- Fee TTM 25473 and 25475 TTM 33725 Library Capital Improvement Fund Fee* *subject to citywide increases $150/residential unit $150/residential unit Fire Facility Impact Fee* *subject to citywide increases None Fully satisfied by dedication of Fire Station in TTM 25479 SFR = $751/unit MFR = $612/unit Office = $337/ 1000 sq. ft. Retail = $489/1000 sq. ft. Industrial = $159/1000 sq. ft. Public Building Impact Fee* *subject to citywide increases SFR = $2,481/unit MFR 2-4 units = $2,135/unit MFR 5+ = $1,239/unit Office = $337/1000 sq. ft. Retail = $108/1000 sq. ft. Industrial = $36/1000 sq. ft. SFR = $2,481/unit MFR 2-4 units = $2,135/unit MFR 5+ = $1,239/unit Office = $337/1000 sq. ft. Retail = $108/1000 sq. ft. Industrial = $36/1000 sq. ft. Storm Drain Fee/Acre* *subject to citywide increases TTM 25473 $2,975.00/acre (Railroad Dist. #1) TTM 25475 $3,710/acre (Railroad Dist. #2) $3,710/acre (Railroad Dist. #2) Kangaroo Rat Fee* *subject to citywide increases $500/gross acre $500/gross acre Affordable Housing Fees none none GREENWALD AVE LITTLE VALLEY RD SCENIC CREST DR LA STRADA CLAIRE RD CANYON DRDORCHESTER LN M A R R E L L I R D V I A D E L A V A L L E PONTE RUSSO D E L P IZ Z O L ILONGHORN DRWEBER WAYGREENWALD AVE LITTLE VALLEY RD SCENIC CREST DR LA STRADA CLAIRE RD CANYON DRDORCHESTER LN M A R R E L L I R D V I A D E L A V A L L E PONTE RUSSO D E L P IZ Z O L ILONGHORN DRWEBER WAYTTM 33725, TTM 25475 & TTM 25473VICINITY MAP ´ TTM 25473 TTM 33725 TTM 25475 GREENWALD AVE LITTLE VALLEY RD SCENIC CREST DR LA STRADA CLAIRE RD CANYON DRDORCHESTER LN M A R R E L L I R D V I A D E L A V A L L E PONTE RUSSO D E L P IZ Z O L ILONGHORN DRWEBER WAYGREENWALD AVE LITTLE VALLEY RD SCENIC CREST DR LA STRADA CLAIRE RD CANYON DRDORCHESTER LN M A R R E L L I R D V I A D E L A V A L L E PONTE RUSSO D E L P IZ Z O L ILONGHORN DRWEBER WAYTTM 33725, TTM 25475 & TTM 25473AERIAL MAP ´