21-0715_ADVANCED GROUP 99-SJ & 03-79-2 (ARES)_2nd Amd to Development AgreementRECORDING REQUESTED BY
AND WHEN RECORDED, MAIL TO:
The City of San Juan Capistrano
Attention: Maria Morris, City Clerk
32400 Paseo Adelanto
San Juan Capistrano, California 92675
No Fee for recording pursuant
To Government Code Sections 27383
Recorded in Official Records, Orange County
Hugh Nguyen, Clerk -Recorder
1 11111111111111 II II 11II 1 II NO FEE
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(Space Above This Line Reserved for Recorder's Use)
SECOND AMENDMENT TO THE DEVELOPMENT AGREEMENT
FOR THE DISTRITO LA NOVIA — SAN JUAN MEADOWS PROJECT,
BY AND BETWEEN THE CITY OF SAN JUAN CAPISTRANO
AND
ADVANCED GROUP 99 -SJ AND ADVANCED GROUP 03-79-2
61147.80027\33980883.3
SECOND AMENDMENT TO THE DEVELOPMENT AGREEMENT
FOR THE DISTRITO LA NOVIA – SAN JUAN MEADOWS PROJECT
BY AND BETWEEN THE CITY OF SAN JUAN CAPISTRANO
AND ADVANCED GROUP 99 -SJ AND ADVANCED GROUP 03-79-2
This Second Amendment to the Development Agreement for the Distrito La Novia – San
Juan Meadows project ("Second Amendment") is entered into by and between the City of San
Juan Capistrano, a municipal corporation ("City"), on the one hand, and Advanced Group 99 -SJ
and Advanced Group 03-79-2, on the other hand (collectively, "Owner"), as of this _jS' day of
2021, the effective date of the ordinance approving this Second Amendment. City
and ffi leer may be referred to individually herein as "Party" or collectively as "Parties."
RECITALS
A. The Owner owns that certain real property located within the City, which is
described and shown on Exhibits "A-1" and "A-2" to this Second Amendment (the "Property").
The Property represents the approximately 154 -acre mixed use residential and commercial project
located on two separate sites intersected by La Novia Avenue, which is collectively known as
"Distrito La Novia — San Juan Meadows" and is generally located east of Interstate 5 and Valle
Road, southwest of the San Juan Hills Golf Club, south of San Juan Creek Road to La Novia
Avenue, and north of Vista Marina to La Novia Avenue (the "Project").
B. On November 2, 2010, the City Council adopted Ordinance 975 and several
subsequent resolutions approving the Project.
C. Also on November 2, 2010, the City Council adopted Ordinance 976 approving the
Development Agreement for the Project (the "Development Agreement"). The Development
Agreement, included among other things, the obligation to provide certain Development Benefits
and Obligations, including an Equestrian Facility, as set forth in Section 7.1 and Exhibit "C" to
the Development Agreement.
D. In 2011, the Project was subject to a referendum by the citizens of San Juan
Capistrano, and a measure was placed on the ballot, asking voters to consider overturning the City
Council's decision to grant a General Plan Amendment for the Project ("Ballot Measure B").
E. In June 2011, Ballot Measure B was passed by the voters of San Juan Capistrano,
affirming the City Council's decision to approve the General Plan Amendment that allowed the
Project to proceed as approved in 2010.
F. In 2011, the Owner began working in earnest to put forth a plan to the California
Regional Water Quality Control Board ("RWQCB") to review and consider the Developer's waste
discharge permit request for the post -closure of the Forster Canyon landfill site.
61147.80027\33980883.3
G. In December 2016, the water quality control plan for the Project was finally granted
approval by the RWQCB.
H. On March 14, 2017, the Owner informed the City that Ballot Measure B constituted
an excusable delay under the force majeure clause as set forth in Section 12.3 of the Development
Agreement, and thus the Development Agreement was automatically extended to June 7, 2017.
I. As of July 6, 2017, the Parties entered into the First Amendment to the
Development Agreement (the "First Amendment"), which retroactively extended the
Development Agreement from June 7, 2017 to June 7, 2021 (the "DA Expiration Date").
J. Over the past four (4) years, Owner has made substantial financial investment in
and made significant progress towards beginning construction of the Project.
K. By letter dated March 21, 2021, Owner requested an extension of the term of the
Development Agreement by three (3) years, until June 7, 2024.
L. The Parties have now agreed to an extension of the Term of the Development
Agreement, pursuant to Section 5 of the recorded Development Agreement on the following terms
and conditions.
AGREEMENT
1. Inco oration of Recitals. The Parties agree that the above recitals are true and
correct and are incorporated herein by reference.
2. Section 2.3. Term. Section 2.3 is hereby revised to read in its entirety as follows:
"Subject to the provisions of Section 2.4 of this Agreement, the term
(hereinafter called "Term") of this Agreement shall commence on the Effective
Date and shall terminate at the end of the day on June 7, 2024. City shall have the
unilateral right to extend the Term of this Agreement for an additional three (3)
years beyond June 7, 2024, solely for the purpose of enforcing Owner's obligations
set forth in 7.1 of this Agreement."
3. Section 1.16. Definition of "Equestrian Facilities". Section 1.16 of the
Development Agreement, defining "Equestrian Facilities" is hereby amended to read as follows:
" `Equestrian Facilities' means commercial and non-commercial facilities
for a minimum of one hundred and forty (140) horses, which may include, facilities
such as barns, paddocks, arenas, a large animal veterinary clinic, equestrian
clubhouse and locker room with restrooms and showers, eating and drinking
establishment (in conjunction with equestrian clubhouse). All equestrian Facilities
shall be subject to Section 9-3.515 Equestrian Standards of the Zoning Code."
4. Section 2.4. Clarification of Developer Obligation . Section 7.1 of the
Development Agreement is hereby amended to add the following language:
61147.80027\33980883.3
"In consideration for the extension of the Agreement, Owner makes the
following commitments with respect to the proposed Equestrian Facility, as
described in Section 7.1 and Exhibit C of the Agreement:
a. Owner shall diligently proceed to completion of the Equestrian Facility,
such that the Equestrian Facility is completed no later than six years
from the effective date of this Amendment. For purposes of this Section
"completed" means the issuance of a certificate of occupancy by the
City for the Equestrian Facilities.
b. In the event Owner does not, for any reason, complete construction of
the Equestrian Facilities within the timeframe set forth above, Owner
shall, following written notification from City:
(i) pay to the City an amount of Two Million Dollars
($2,000,000.00); and
(ii) provide an open space area open to the public of between
three (3) and five (5) acres (on the land that would otherwise be
developed as the Equestrian Facilities including portions of the landfill
deck), which consists of a community gathering area with passive use
amenities mutually agreeable to City and Owner; the open space area
shall be privately owned, operated and maintained, and made available
to the City for City and City -sponsored events at least twelve (12) days
per year, as shall be reasonably agreed upon by the City and Owner.
c. Without limiting the nature of the remedies set forth in the Development
Agreement, in the event Owner does not commence and complete
construction of the Equestrian Facilities, or pay the amount in lieu
thereof, as set forth above, the City shall have the right to pursue
whatever equitable or legal remedies available to it, including, without
limitation, an action for declaratory relief, injunctive relief, specific
performance, or monetary damages, or any combination thereof.
5. Except as modified by this Second Amendment, all terms and conditions of the
Development Agreement remain unchanged and are in full force and effect.
6. This Second Amendment may be executed in any number of counterparts, each of
which when so executed and delivered shall be deemed to be an original and all of which taken
together shall constitute one and the same instrument.
[signatures on following page]
61147.80027\33980883,3
SIGNATURE PAGE TO
SECOND AMENDMENT TO THE DEVELOPMENT AGREEMENT
FOR THE DISTRITO LA NOVIA — SAN JUAN MEADOWS PROJECT
BY AND BETWEEN THE CITY OF SAN JUAN CAPISTRANO
AND ADVANCED GROUP 99 -SJ AND ADVANCED GROUP 03-79-2
CITY: OWNER:
CITOF SAN JUAN CAPISTRANO, a ADVANCED GROUP 99 -SJ, a California
Calixniaicivakcorpora�on 1 limited partnership
J
Maria Nforris, City C
Approved as to Form:
By:
J re S all' er, City Attorney
61147.80027\33980883.3
r
Name: Robb Cerruti
Title: Secretary of the General Partner
ADVANCED GROUP 03-79-2, a California
limited partnership
Name: Robb Cerruti
Title: Secretary of the General Partner
PUBLIC AGENCY FORM OF ACKNOWLEDGEMENT
A notary public or other officer completing this certificate
verifies only the identity of the individual who signed the
document, to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
State of California )
County of Orange ) ss.
City of San Juan Capistrano )
(Gov't Code 40814 & Civil Code 118 1)
On July 20, 2021, before me, Maria Morris City Clerk, personally appeared
Joh Tavior, Mayor and Jeffrev Ballinger, City Attornc , who proved to me on the basis of
satisfactory evidence to the be person(s) whose name(s) is/are subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity
(ies), and that by his/her/there signature on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
(SEAL)
Capacity Claimed by Signers
Mayor
City Attorney
Title
Signer is Representing
City of San Juan Capistrano
WITNPRY,S
and official seal.
City Clerk
OPTIONAL
Description of Attached Document
Title or Type of Document
Second Amendment to the Development Agreement
for Distrito La Novia
Advanced Group 99 -SJ and Advanced Group SJ and
Advanced Group 03-79-203-79-2
ACKNOWLEDGMENT
A notary public or other officer completing
this certificate verifies only the identity of
the individual who signed the document to
which this certificate is attached, and not the
truthfulness, accuracy, or validity of that
document
STATE OF CALIFORNIA
County of O Y a, C'/
On CLOIX al , before me,
appeared
Le, a Notary Public, personally
who proved to me on the basis of satisfactory
evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct
WITNESS my hand and official seal.
JAMIE 5. WPI ICER
3 Notary Public - CjfiFornia
Or-ange County z
Commission Y 2247194
MY Comm, Ekpires Jun 11. 2621 r
(Affix seal here)
EXHIBIT "A-1"
LEGAL DESCRIPTION OF THE DISTRITO PROPERTY
That certain real property located in the City of San Juan Capistrano, County of Orange,
State of California, described as follows:
PARCEL 1: That portion of Parcel 34, in the City of San Juan Capistrano, County of
Orange, State of California, as per map filed in Book 2, Pages 31 to 38 inclusive of
Record of Surveys, in the Office of the County Recorder of said County, described as
follows:
Beginning at the southeast corner of the land described in the deed to John O. Forster,
recorded November 11, 1913 in Book 235, Page 116 of Deeds, in the office of the
County Recorder of Orange County; thence North 550 00' 00" East 450 feet to an angle
point on the easterly boundary of the land described in said deed; thence North 10 34'
23" East 685.15 feet along said easterly boundary; thence North 690 49' 13" West
114.80 feet; thence South 40° 20' 37" West 197.31 feet; thence South 350 30' 09" West
310.32 feet; thence South 311 51' 20" West 540.09 feet; thence South 320 55' 00" West
113.84 feet to a point on the south line of the land described in said deed, distant South
870 31' 28" East 330.54 feet from the southwest corner thereof; thence South 870 31'
28" East to the Point of Beginning.
Except that portion thereof described as Parcel 1 in the deed to the State of California,
recorded October 16, 1967 in Book 8404, Page 963 of Official Records of said county.
PARCEL 2: That portion of Parcel 34, in the City of San Juan Capistrano, County of
Orange, State of California, as per map filed in Book 2, Pages 31 to 38 inclusive of
Record of Survey, in the Office of the County Recorder of said County and those
portions of Parcels 2 and 5 in said City as per map filed in Book 4, Pages 15 of said
Record of Surveys, described as a whole as follows:
Beginning at a point South 351 30' 09" West 162.01 feet from the northeasterly terminus
of that certain course described as South 351 30' 09" West 310.32 feet in the Final
Order of Condemnation recorded April 15, 1958 in Book 4268, Page 420 of Official
Records; thence North 300 03' 15" East 370.07 feet to a point on a non -tangent curve,
concave northerly having a radius of 430.00 feet, a radial to said point bears South 120
20' 10" West; thence easterly 172.97 feet along said curve through a central angle of
230 02' 53" to the beginning of a reverse curve, concave southerly, having a radius of
35.00 feet; thence easterly and southerly 43.06 feet along said curve through a central
angle of 700 29'22"; thence South 300 13'21" East 243.76 feet to a point on a non -
tangent curve, concave northerly having a radius of 150.00 feet, a radial to said point
bears South 58102' 06" East; thence westerly 223.05 feet along said curve through a
central angle of 850 11" 59"; thence North 11 34' 23" East 209.85 feet to the most
easterly corner of the land described in said Final Order of Condemnation; thence North
690 49' 13" West 114.80 feet; thence South 40° 20' 37" West 197.31 feet; thence South
350 30' 09" West 162.01 feet to the Point of Beginning.
PARCEL 3: That portion of Parcel 34, in the City of San Juan Capistrano, County of
Orange, State of California, as per map filed in Book 2, Pages 31 to 38 inclusive of
Record of Survey, in the Office of the County Recorder of said County and those
portions of Parcels 2 and 5 in said City as per map filed in Book 4, Pages 15 of said
Record of Surveys, being that portion of Parcel 2 of the relinquishment of highway right
of way as shown in Book 9252, Page 371 of Official Records in the Office of said
County Recorder, described as follows:
Beginning at the easterly terminus of that certain curve in the boundary of said Parcel 2
shown as having a radius of 430.00 feet, a delta of 170 39" 00" feet and an arc length of
132.46 feet, a radial line to said terminus bears South 100 42" 43" East; thence easterly
110.15 feet along said the easterly continuation of said curve through a central angle of
14040'39" to a point in the boundary of said Parcel 2; thence along said boundary the
following courses: non -tangent from said curve South 28024'38" East 130.73 feet to a
curve concave westerly having a radius of 150.00 feet, southerly 158.06 feet along said
curve through a central angle of 60°22'32", non -tangent from said curve North 30013'21"
West 248.76 feet to a curve concave southwesterly having a radius of 35.00 feet and
northwesterly 43.06 feet along said curve through a central angle of 70°29'22" to the
Point of Beginning.
PARCEL. 4: That portion of Lot 5, in the City of San Juan Capistrano, County of
Orange, State of California, as shown on a map filed in Book 4, Page 15 of Record of
Surveys, in the Office of the County Recorder of said County, described as follows:
Beginning at the most southerly corner of said Lot 5; thence North 640 03'45" West
495.51 feet along the Southwesterly line of said Lot 5, to the most easterly corner of
land described as Parcel 3 in a deed to Edward J. Guirado and wife, recorded April 17,
1950, in Book 1999, Page 443, of Official Records of said county; thence North 22103'
10" West 1386.08 feet along the northeasterly line of said land of Edward J. Guirado, to
an angle point designated Station "B" in the southeasterly line of land described as
Parcel 1 in a deed to Rosenbaum Ranch Co., a partnership, recorded December 30,
1947, in Book 1613, Page 219, of said Official Records; thence along the southeasterly
and easterly line of said land of the Rosenbaum Ranch Co., the following bearings and
distances: North 450 18' 00" East 576.30 feet, North 40 07' 00" East 267.60 feet, North
240 05' 00" East 357.47 feet, North 800 26' 10" East 233.10 feet, North 100 53' 00" West
438.90 feet to the northwesterly line of said Lot 5; thence North 540 50' 00" East 450
feet along said northwesterly line to an angle point therein; thence North 00 50' 00" East
500.73 feet to an angle point in the southwesterly line of land described as Parcel 3 in a
deed to Howard L. Krum and wife, recorded November 26, 1941, in Book 1120, Page
253, of Official Records, said point being South 0° 50'00" West 22 feet from the
southwest corner of Lot 2 of said Record of Survey above described; thence along the
southwesterly line of said land of Howard L. Krum, the following bearings and distances:
South 421 33' 30" East 1408.90 feet South 660 25' 00" East 991.16 feet to the easterly
line of said Lot 5; thence along the easterly and southeasterly line of said Lot 5, the
following bearings and distances: South 10° 05' 00" West 536.74 feet, South 230 33'
00" East 1047.15 feet, South 78° 55' 00" West 1565.79 feet, South 89143' 00" West 486
feet and South 310 35'00" West 621.05 feet to the Point of Beginning.
Except therefrom the following:
Beginning at a point of intersection of that certain course in the westerly line and that
certain course in the northeasterly line described as having bearings of North 00 50'
East and South 420 33' 30" East, respectively, in Parcel 1 of deed recorded in Book
1603, Page 296, of Official Records, in the Office of the County Recorder of said
County; thence along said northeasterly line, South 410 49' 07" East 51.18 feet to the
point of intersection with a curve concave northerly having a radius of 150 feet, at which
point a tangent bears North 770 02' 03" West; thence northwesterly along said curve,
through an angle of 140 11' 56", an arc distance of 37.17 feet to said westerly line;
thence, along said westerly line, North 10 34'23" East 25.43 feet to the Point of
Beginning.
Also excepting therefrom that portion lying southerly of the northerly line of that certain
property condemned by the City of San Juan Capistrano, in Case No. 61-10-28, a Final
Order of Condemnation recorded October 2.8, 1991, as Instrument No. 91-585872, of
said Official Records.
EXHIBIT "A-2"
LEGAL DESCRIPTION OF THE SAN JUAN MEADOWS PROPERTY
That certain real property located in the City of San Juan Capistrano, County of Orange,
State of California, described as follows:
That portion of Lot 5, in the City of San Juan Capistrano, County of Orange, State of
California, as shown on a map filed in Book 4, Page 15 of Record of Surveys, in the
Office of the County Recorder of said County, described as follows:
Beginning at the most southerly corner of said Lot 5; thence North 64103' 45" West
495.51 feet along the Southwesterly line of said Lot 5, to the most easterly corner of
land described as Parcel 3 in a deed to Edward J. Guirado and wife, recorded April 17,
1950, in Book 1999, Page 443, of Official Records of said county; thence North 220 03'
10" West 1386.08 feet along the northeasterly line of said land of Edward J. Guirado, to
an angle point designated Station "B" in the southeasterly line of land described as
Parcel 1 in a deed to Rosenbaum Ranch Co., a partnership, recorded December 30,
1947, in Book 1613, Page 219, of said Official Records; thence along the southeasterly
and easterly line of said land of the Rosenbaum Ranch Co., the following bearings and
distances: North 451 18' 00" East 576.30 feet, North 41 07' 00" East 267.60 feet, North
241 05' 00" East 357.47 feet, North 800 26' 10" East 233.10 feet, North 100 53' 00" West
438.90 feet to the northwesterly line of said Lot 5; thence North 540 50' 00" East 450
feet along said northwesterly line to an angle point therein; thence North 0° 50' 00" East
500.73 feet to an angle point in the southwesterly line of land described as Parcel 3 in a
deed to Howard L. Krum and wife, recorded November 26, 1941, in Book 1120, Page
253, of Official Records, said point being South 00 50' 00" West 22 feet from the
southwest corner of Lot 2 of said Record of Survey above described; thence along the
southwesterly line of said land of Howard L. Krum, the following bearings and distances:
South 421 33' 30" East 1408.90 feet South 661 25'00" East 991.16 feet to the easterly
line of said Lot 5; thence along the easterly and southeasterly line of said Lot 5, the
following bearings and distances: South 100 05' 00" West 536.74 feet, South 230 33'
00" East 1047.15 feet, South 781 55' 00" West 1565.79 feet, South 890 43' 00" West 486
feet and South 310 35'00" West 621.05 feet to the Point of Beginning.
Except therefrom the following:
Beginning at a point of intersection of that certain course in the westerly line and that
certain course in the northeasterly line described as having bearings of North 0150'
East and South 421 33' 30" East, respectively, in Parcel 1 of deed recorded in Book
1603, Page 296, of Official Records, in the Office of the County Recorder of said
County; thence along said northeasterly line, South 410 49' 07" East 51.18 feet to the
point of intersection with a curve concave northerly having a radius of 150 feet, at which
point a tangent bears North 7711 02' 03" West; thence northwesterly along said curve,
through an angle of 140 11' 56", an arc distance of 37.17 feet to said westerly line;
thence, along said westerly line, North 10 34' 23" East 25.43 feet to the Point of
Beginning.
Also excepting therefrom that portion lying northerly of the southerly line of that certain
property condemned by the City of San Juan Capistrano, in Case No. 61-10-28, a Final
Order of Condemnation recorded October 28, 1991, as Instrument No. 91-585872, of
said Official Records.