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1997-0611_SJD PARTNERS, LTD._Asgmt of Development AgrASSIGNMENT OF DEVELOPMENT AGREEMENT THIS ASSIGNMENT OF DEVELOPMENT AGREEMENT ("Assignment"), is entered into effective as of the "Effective Date" (as that term is defined below), by and between (i) Pacific Point Partners, L.P., a California limited partnership ("Assignor"), (ii) SJD Partners, Ltd., a California limited partnership ("Assignee"), and (iii) the City of San Juan Capistrano, a municipal corporation ("City"). RECITALS A. Pursuant to that certain Agreement for Purchase and Sale of Real Property and Escrow Instructions by and between Assignor, as Seller, and CWC, Inc., a California corporation ("CWC"), as Buyer, dated as of February 25, 1997, as amended by that certain First Amendment to Purchase and Sale Agreement and Escrow Instructions, dated as of March 31, 1997 (the "Purchase Agreement"), Assignor has agreed to sell to CWC that certain real property located in the City of San Juan Capistrano, County of Orange, State of California, which real property is more particularly described in Exhibit "A". attached hereto and incorporated herein by this reference (the "Pacific Point Project"). B. Assignor, as Owner, entered into that certain Development Agreement for the Pacific Point Project, dated effective as of August 6, 1992 ( the "Development Agreement") with the City, which Development Agreement affects the Pacific Point Project. C. Pursuant to the Purchase Agreement, Assignor is to assign all of Assignor's rights and obligations under the Development Agreement to CWC or an entity designated by CWC, and CWC or such entity so designated is to assume all of Assignor's rights and obligations under the Development Agreement from Assignor, as set forth hereinbelow. D. CWC has assigned all of its rights and obligations under the Purchase Agreement to the Assignee pursuant to an Assignment of Purchase Rights, effective as of the Effective Date (the "CWC Assignment"). E. Pursuant to the Development Agreement, an assignment of any portion of the Development Agreement must be pursuant to the assignment of all or a portion of the Pacific Point Project, and such assignment must be pursuant to the City's written consent. F. The parties now desire to enter into this Assignment upon such terms and conditions as are hereinafter set forth. NOW THEREFORE, with reference to the foregoing Recitals, in consideration of the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee hereby agree as follows: 1. Inco oration of Recitals. The parties hereby incorporate into the terms of this Assignment each and every one of the Recitals contained in paragraphs A through F, inclusive, above, as though fully set forth herein. 2. Assignment and Succession to Rights and Obligations. Assignor hereby absolutely and unconditionally assigns, conveys and transfers to Assignee, and Assignee hereby expressly and unconditionally accepts and assumes, all of Assignor's rights and obligations under the Development Agreement as and to the extent such rights and obligations arise following the Effective Date of this Assignment. 3. Consent to Assignment: Release. Pursuant to Section 4.2 of the Development Agreement, (i) City hereby consents to this Assignment by the Assignor of all of Assignor's rights and obligations under the Development Agreement and Assignee's assumption of such rights and obligations; and (ii) City hereby releases Assignor from the performance of the Assignor's obligations under the Development Agreement for which the time of performance has not yet occurred as of the Effective Date. 4. Representations and Warranties of Assignor. Assignor hereby represents and warrants to Assignee as follows: a. Assignor has the right, power, authority and capacity to execute, deliver and perform Assignor's obligations under this Assignment; and b. Assignor has not previously assigned or encumbered any of its rights or interests under the Development Agreement to any person or entity. 5. Close of Escrow Contingency. The parties hereby agree that a contin- gency to the effectiveness of this Assignment is that Assignor and Assignee complete the sale of the Pacific Point Project pursuant to the Purchase Agreement. The date of the close of the escrow thereunder shall be the "Effective Date' of this Assignment. If the escrow does not close, the parties agree that this Assignment shall be of no force or effect. 6. Notices. Assignor and City hereby agree that all future notices to the Owner (as that term is defined in the Development Agreement) pursuant to Section 11.13 of the Development Agreement shall be addressed as follows: SJD Partners, Ltd. C/o SunCal Companies 550 West Orangethorpe Placentia, California 92670 Attention: Mr. Bruce Elieff PJ With copy to: Voss, Cook & Thel LLP 840 Newport Center Drive, Suite 700 Newport Beach, California 92660 Attention: Bruce V. Cook, Esq. 7. Miscellaneous. a. Inte1pretations Governing Law. This Assignment shall be construed according to its fair meaning and as if prepared by both parties hereto. This Assignment shall be construed in accordance with laws of the State of California. Any action shall be brought in a court of competent jurisdiction located in Orange County, California. b. Attorneys' Fees. In the event of any dispute between the parties hereto or the institution of any action or proceeding to interpret or enforce this Assignment, or arising out of the subject matter of this Assignment or the transactions contemplated hereby, the prevailing party shall be entitled to recover its reasonable expenses, attorneys' fees and costs, including profes- sional or expert consultation or testimony and paralegal fees, both at trial and on any appeal and in any administrative proceeding. C. Authority and Capacity. Each of the persons signing this Assignment represents and warrants that he or she is authorized to execute and deliver this Assignment and that this Assignment will be binding upon the party for whom such person has signed, and that the signature of no other party or person is required in order to bind such party. Each person executing this Assignment on behalf of a corporation represents and warrants that he or she is duly authorized to execute and deliver this Assignment on behalf of such corporation in accordance with authority granted under the formation documents of such entity, and by a duly passed resolution of its Board of Directors, that all conditions to the exercise of such authority have been satisfied, and that this Assignment will be binding upon such entity in accordance with its terms. d. Execution in Counterparts. This Assignment may be executed in several counterparts, and all so executed shall constitute one agreement binding on all parties hereto, notwithstanding that all parties are not signatories to the original or the same counterpart. e. Titles and Captions. Titles and captions are for convenience only and shall not constitute a portion of this Assignment. As used in this Assignment, masculine, feminine or neuter gender and the singular or plural 3 number shall each be deemed to include the others wherever and whenever the context so dictates. IN "WITNESS WHEREOF, the parties have executed this Assignment to be effective as of the Effective Date. "Assignor" Pacific Point Partners, L.P., a California limited partnership By: One Chestnut, Inc., a Delaware co pati , General Partn By: Its: P'e's-de"4' "Assignee" S-Jb_ 9Ck%kA"f,9Z -Tr) a o. "179 l : nn� l Pwsi+rA �Gw F3 -r. 53,0 oevNon0'44 Gv2p" o CO&I't.C'"'o- By: Its: CZne��t Pa��rn?� ,,City" City of So Rjuan Capotrano, a municipal Its: ATT T: N Chery Jo son , City Clerk Name: I HEREBY APPROVE the form of the foregoing of this Assignment this day of s'I o nt-� .1997. By: 1-04� Name: In Shaw City Attorney Exhibit "A" - Legal Description of the Pacific Point Project SU CAUP� P=W TARTNTRSIDx+e W Awp - d rev. Ape. 0 0 THE LAND REFERRED TO IS DESCRIBED AS FOLLOWS: THOSE PORTIONS OF LOTS 5 AND 8, 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 ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: PARCEL A: PARCEL A-1: BEGINNING AT THE INTERSECTION OF THE NORTHEASTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED AS PARCEL 8, IN THE CITY OF SAN JUAN CAPISTRANO, COUNTY OF ORANGE, STATE OF CALIFORNIA, IN THE DEED RECORDED OCTOBER 6, 1930 IN BOOK .428, PAGE 75 OF OFFICIAL RECORDS, WITH THE CENTERLINE OF THE CALIFORNIA STATE HIGHWAY (100 FEET WIDE), AS DESCRIBED IN THE QUITCLAIM DEED RECORDED DECEMBER 29, 1944 IN BOOK 1287, PAGE 462 OF OFFICIAL RECORDS; THENCE FROM SAID POINT OF BEGINNING, SOUTH 64 DEGREES 06 MINUTES 40 SECONDS EAST ALONG SAID NORTHEASTERLY LINE, 947.49 FEET TO A POINT; THENCE SOUTH 25 DEGREES 53 MINUTES 28 SECONDS WEST 380.84 FEET TO A POINT; THENCE NORTH 76 DEGREES 24 MINUTES 40 SECONDS WEST 663.39 FEET TO A POINT; THENCE SOUTH 47 DEGREES 34 MINUTES 20 SECONDS WEST 119.84 FEET TO A POINT; THENCE NORTH 20 DEGREES 44 MINUTES WEST 432.01 FEET TO A POINT IN THE CENTERLINE OF SAID CALIFORNIA STATE HIGHWAY; THENCE NORTH 35 DEGREES 49 MINUTES 02 SECONDS EAST ALONG SAID CENTERLINE, 341.93 FEET TO THE POINT OF BEGINNING, BEING A PORTION OF LOT 8 AS SHOWN ON A LICENSED SURVEYOR'S MAP FILED IN BOOK 4, PAGE 15 OF RECORD OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, CALIFORNIA. EXCEPTING THEREFROM THAT PORTION LYING NORTHWESTERLY OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT THE MOST SOUTHERLY CORNER OF THE LAND DESCRIBED IN DEED TO THE STATE OF CALIFORNIA, RECORDED JUNE 13, 1967 IN BOOK 8277, PAGE 568 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE NORTHEASTERLY ALONG THE SOUTHEASTERLY LINE OF SAID LAND, TO ITS INTERSECTION WITH THE SOUTHEASTERLY LINE OF THE LAND DESCRIBED IN DEED TO THE STATE OF CALIFORNIA, RECORDED MAY 16, 1958 IN BOOK 4287, PAGE 239 OF OFFICIAL RECORDS; THENCE NORTHEASTERLY ALONG SAID LAST MENTIONED SOUTHEASTERLY LINE, TO THE INTERSECTION WITH THE NORTHEASTERLY LINE OF THE ABOVE DESCRIBED LAND. PARCEL A-2: BEGINNING AT A POINT WHICH BEARS SOUTH 64 DEGREES 06 MINUTES 40 SECONDS EAST (RECORD SOUTH 64 DEGREES 03 MINUTES 45 SECONDS EAST) 947.49 FEET FROM THE INTERSECTION OF THE NORTHEASTERLY LINE OF A CERTAIN PARCEL OF LAND DESCRIBED AS PARCEL 8 IN THE DEED RECORDED OCTOBER 6, 1930 IN BOOK 428, PAGE 75 OF OFFICIAL RECORDS, WITH THE CENTERLINE OF THE CALIFORNIA STATE HIGHWAY (100 FEET WIDE), AS DESCRIBED IN THE QUITCLAIM DEED RECORDED DECEMBER 29, 1944 IN BOOK 1287, PAGE 462 OF OFFICIAL RECORDS, SAID POINT OF BEGINNING BEING THE MOST EASTERLY CORNER OF THE LAND DESCRIBED IN PARCEL A-1 HEREIN; THENCE FROM SAID POINT OF BEGINNING, SOUTH 25 DEGREES 53 MINUTES 20 SECONDS WEST 380.84 Exhibit A - page 1 0 0 FEET; THENCE SOUTH 76 DEGREES 24 MINUTES 40 SECONDS EAST 504.26 FEET; THENCE SOUTH 25 DEGREES 51 MINUTES 40 SECONDS EAST 222.39 FEET; THENCE SOUTH 5 DEGREES 07 MINUTES 40 SECONDS EAST 1629.59 FEET TO A POINT IN THE EASTERLY LINE OF LOT 8 AS SHOWN ON A LICENSED SURVEYOR'S MAF' FILED IN BOOK 4, PAGE 15 OF RECORD OF SURVEYS IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, CALIFORNIA; THENCE NORTH 22 DEGREES 45 MINUTES EAST 1810.42 FEET TO THE MOST EASTERLY CORENR OF SAID LOT 8; THENCE NORTH 64 DEGREES 86 MINUT€S 40 SECONDS WEST (RECORD NORTH 64 DEGREES 03 MINUTES 45 SECONDS WEST) 1407.90 FEET TO THE POINT OF BEGINNING. PARCEL A-3: BEGINNING AT THE INTERSECTION OF THE NORTHEASTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED AS PARCEL 8, IN THE CITY OF SAN JUAN CAPISTRANO, COUNTY OF ORANGE, STATE OF CALIFORNIA, IN THE DEED RECORDED OCTOBER 6, 1938 IN BOOK 428, PAGE 75 OF OFFICIAL RECORDS, WITH THE CENTERLINE OF THE CALIFORNIA STATE HIGHWAY (108 FEET WIDE), AS DESCRIBED IN THE QUITCLAIM DEED RECORDED DECEMBER 29, 1944 IN BOOK 1287, PAGE 462 OF OFFICIAL RECORDS; THENCE FROM SAID POINT OF BEGINNING, NORTH 35 DEGREES 49 MINUTES 82 SECONDS EAST ALONG THE CENTERLINE OF THE CALIFORNIA STATE HIGHWAY, 295.04 FEET TO A POINT NORTH 54 DEGREES 19 MINUTES 58 SECONDS WEST OF THE MOST WESTERLY CORNER OF THE 37.10 ACRE PARCEL OF LAND DESCRIBED AS PARCEL i IN THE DEED DATED NOVEMBER 12, 1947 FROM MARCO F. FORSTER AND WIFE, TO ROSENBAUM RANCHO CO., RECORDED DECEMBER 30, 1947 IN BOOK 1613, PAGE 219 OF OFFICIAL RECORDS; THENCE SOUTH 54 DEGREES 19 MINUTES 50 SECONDS EAST 427.84 FEET; THENCE NORTH 81 DEGREES i8 MINUTES EAST 385.20 FEET; THENCE NORTH 35 DEGREES 02 MINUTES 20 SECONDS EAST 497.17 FEET; THENCE SOUTH 22 DEGREES 83 MINUTES i0 SECONDS EAST 1386.88 FEET; THENCE NORTH 64 DEGREES 06 MINUTES 40 SECONDS WEST (RECORD NORTH 84 DEGREES 03 MINUTES 45 SECONDS WEST) 1896.49 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM, ALL THAT PORTION OF SAID LAND LYING WESTERLY OF THE FOLLOWING DESCRIBED LINE, BEING THE EASTERLY LINE OF THE LAND DESCRIBED IN -A DEED TO THE STATE OF CALIFORNIA, RECORDED MAY 10, 1958 IN BOOK 4287, PAGE 239 OF OFFICIAL RECORDS. BEGINNING AT THE INTERSECTION OF THE SOUTHWESTERLY LINE OF THE LAND ABOVE DESCRIBED, WITH THE EASTERLY LINE OF SAID LAND TO THE STATE OF CALIFORNIA; THENCE NORTH 14 DEGREES 80 MINUTES 59 SECONDS EAST ALONG SAID EASTERLY LINE OF THE STATE OF CALIFORNIA, TO AN ANGLE POINT THEREIN; THENCE NORTH 35 DEGREES 49 MINUTES 02 SECONDS EAST ALONG SAID EASTERLY LINE, TO THE INTERSECTION OF SAID EASTERLY LINE WITH THE NORTHEASTERLY LINE OF SAID LAND ABOVE DESCRIBED. PARCEL A-4: BEGINNING AT THE MOST EASTERLY .CORNER OF THAT CERTAIN PARCEL OF LAND DESCRIBED IN DEED RECORDED MAY 16, 1958 IN BOOK 4287, PAGE 239, OFFICIAL RECORDS OF SAID ORANGE COUNTY; THENCE SOUTH 36 DEGREES 37 MINUTES 34 SECONDS WEST ALONG THAT CERTAIN COURSE DESCRIBED IN SAID DEED AS HAVING A LENGTH OF 70.25 FEET, A DISTANCE OF 70.25 FEET; THENCE NORTHERLY IN A DIRECT LINE TO THE SOUTHERLY TERMINUS OF THAT CERTAIN COURSE DESCRIBED AS 'SOUTH 14 DEGREES 49 MINUTES 31 SECONDS WEST, 64.42 FEET' IN A DEED FROM THE STATE OF CALIFORNIA, TO NOFIE FAMULARO AND OTHERS, RECORDED IN BOOK 6501, PAGE 603 OF SAID OFFICIAL RECORDS; SAID POINT BEING IN THE SOUTHWESTERLY LINE OF THAT CERTAIN PARCEL OF LAND CONVEYED TO A. E. FARLEY BY DEED RECORDED IN BOOK 2153, PAGE 539 OF SAID OFFICIAL RECORDS; THENCE ALONG SAID SOUTHWESTERLY LINE, SOUTH 53 DEGREES 31 MINUTES 18 SECONDS EAST 28.07 FEET TO THE POINT OF BEGINNING. Exhibit A - page 2 0 0 EXCEPTING THEREFROM, ALL MINERALS, OIL, GASES AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, NOT OTHERWISE EXCEPTED, THAT MAY BE WITHIN OR UNDER THE PARCEL OF LAND HEREINABOVE_ DESCRIBED; WITHOUT, HOWEVER, THE RIGHT TO DRILL, DIG OR MINE THROUGH THE SURFACE THEREOF. ALSO EXCEPTING THEREFROM, ALL MINERALS, OILS, GASES AND OTHER -HYDROCARBONS BY WHATSOEVER NAME KNOWN, NOT OTHERWISE EXCEPTED, THAT MAY BE WITHIN OR UNDER THE PARCEL OF LAND HEREINABOVE DESCRIBED; WITHOUT, HOWEVER, THE RIGHT TO DRILL, DIG OR MINE THROUGH THE SURFACE THEREOF, SUBJECT TO THE EXCEPTION AND RESERVATION OF ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND BELOW A DEPTH OF 100 FEET, MEASURED VERTICALLY FROM THE SURFACE OF SAID LAND, TOGETHER WITH THE RIGHT TO SLANT DRILL FOR THE PURPOSE OF PRODUCING, SAVING AND SELLING THE SAME, AS RESERVED IN THE DEED FROM THE STATE OF CALIFORNIA, RECORDED AUGUST 6, 1963 IN BOOK 6663, PAGE 408 OF OFFICIAL RECORDS. PARCEL B: THAT PORTION OF LOT 8, 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 ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: COMMENCING AT THE INTERSECTION OF THE NORTHEASTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED AS PARCEL 8 IN THE DEED RECORDED OCTOBER 6, 1930 IN BOOK 428, PAGE 75 OF OFFICIAL RECORDS, WITH THE CENTERLINE OF THE CALIFORNIA STATE HIGHWAY 000.00 FEET WIDE), AS DESCRIBED IN THE QUITCLAIM DEED RECORDED DECEMBER 19, 1944 IN BOOK 1287, PAGE 462 OF OFFICIAL RECORDS; THENCE SOUTH 35 DEGREES 49 MINUTES 02 SECONDS WEST ALONG THE CENTERLINE OF SAID HIGHWAY, 341.93 FEET TO THE TRUE POINT OF BEGINNING OF THIS DESCRIPTION; THENCE SOUTH 20 DEGREES 44 MINUTES EAST 432.01 FEET; THENCE SOUTH 10 DEGREES 26 MINUTES 40 SECONDS EAST 251.43 FEET; THENCE SOUTH 21 DEGREES 29 MINUTES 20 SECONDS WEST 634.52 FEET; THENCE SOUTH 59 DEGREES 19 MINUTES 20 SECONDS EAST 1185.00 FEET;. THENCE NORTH 49 DEGREES 59 MINUTES 20 SECONDS EAST 706.11 FEET; THENCE SOUTH 05 DEGREES 87 MINUTES 40 SECONDS EAST 1032.12 FEET; THENCE SOUTH 22 DEGREES 45 MINUTES WEST 233.36 FEET; THENCE SOUTH 74 DEGREES 20 MINUTES WEST 617.11 FEET; THENCE SOUTH 62 DEGREES 30 MINUTES 45 SECONDS WEST 1127.52 FEET; THENCE SOUTH 61 DEGREES 04 MINUTES WEST 1300.17 FEET; THENCE SOUTH 76 DEGREES WEST 755.38 FEET TO A POINT IN THE EASTERLY LINE OF THE CALIFORNIA STATE HIGHWAY; THENCE NORTH 05 DEGREES 81 MINUTE 30 SECONDS EAST ALONG SAID LINE OF SAID HIGHWAY, 238 FEET, MORE OR LESS, TO THE INTERSECTION WITH THE EASTERLY LINE OF SAID PRYOR HOMESTEAD; THENCE ALONG SAID EASTERLY LINE OF SAID PRYOR HOMESTEAD, NORTH 27 DEGREES 53 MINUTES 30 SECONDS EAST 89.98 FEET; THENCE NORTH 05 DEGREES 30 MINUTES EAST 1847.16 FEET; THENCE NORTH 13 DEGREES 32 MINUTES EAST 431.67 FEET TO THE INTERSECTION OF SAID PRYOR HOMESTEAD WITH THE CENTERLINE OF SAID CALIFORNIA STATE HIGHWAY; THENCE NORTHERLY ALONG SAID CENTERLINE, ALONG A CURVE THEREOF, 382.72 FEET TO THE NORTHERLY END OF SAID CURVE; THENCE CONTINUING ALONG THE CENTERLINE OF SAID HIGHWAY, NORTH 38 DEGREES 54 MINUTES EAST 1565.30 FEET TO ENGINEER'S STATION 454+71.88 THEREOF; THENCE CONTINUING NORTHERLY ALONG THE CENTERLINE OF SAID HIGHWAY, ALONG A CURVE THEREOF, 218.17 FEET TO THE NORTHERLY END OF SAID CURVE AT ENGINEER'S STATION 456+90.05; THENCE CONTINUING ALONG THE CENTERLINE OF SAID HIGHWAY, NORTH 26 DEGREES 24 MINUTES EAST 710.97 FEET TO ENGINEER'S STATION 464+01.02; THENCE SOUTHEASTERLY TO THE TRUE POINT OF BEGINNING. Exhibit A - page 3 0 0 EXCEPTING THEREFROM, THE FOLLOWING PARCELS OF LAND: (A) BEGINNING AT A POINT IN THE SOUTHWESTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED AS PARCEL 1 IN DEED FROM MARCO F. FORSTER AND ELIZABETH FORSTER TO WENDELL K. MC CRACKEN AND HELEN V. MC CRACKEN, RECORDED IN BOOK 1603, PAGE 298 OF OFFICIAL RECORDS, RECORDS OF ORANGE COUNTY, CALIFORNIA, SAID POINT BEING SOUTH 59 DEGREES 19 MINUTES 20 SECONDS EAST 459.i0 FEET•FROM THE MOST WESTERLY CORNER THEREOF; THENCE SOUTH 59 DEGREES 19 MINUTES 20 SECONDS EAST 257.58 FEET; THENCE SOUTH 2 DEGREES 38 MINUTES 20 SECONDS WEST 208.06 FEET; THENCE SOUTH 17 DEGREES 51 MINUTES 20 SECONDS WEST 182.71 FEET TO THE BEGINNING OF A CURVE CONCAVE TO THE NORTHWEST AND HAVING A RADIUS OF 150 FEET AND A CENTRAL ANGLE OF 54 DEGREES 00 MINUTES 40 SECONDS; THENCE IN A SOUTHWESTERLY DIRECTION ALONG THE ARC OF THE ABCVE MENTIONED CURVE, 141.40 FEET; THENCE SOUTH 71 DEGREES 52 MINUTES 00 SECONDS WEST 239.97 FEET TO THE BEGINNING OF A CURVE CONCAVE TO THE NORTH AND HAVING A RADIUS OF 300 FEET AND A CENTRAL ANGLE OF 23 DEGREES 07 MINUTES 54 SECONDS; THENCE IN A WESTERLY DIRECTION ALONG THE ARC OF THE ABOVE MENTIONED CURVE, 121.12 FEET; THENCE NORTH 85 DEGREES 00 MINUTES O6 SECONDS WEST 401.33 FEET; THENCE NORTH 73 DEGREES 30 MINUTES 02 SECONDS WEST 16.62 FEET; THENCE NORTH 39 DEGREES 15 MINUTES 40 SECONDS EAST 1039.24 FEET TO THE POINT OF BEGINNING. (B) BEGINNING AT THE INTERSECTION OF THE NORTHEASTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED AS PARCEL 8 IN THE DEED RECORDED OCTOBER 6, 1930 IN BOOK 428, PAGE 75 OF OFFICIAL RECORDS, WITH THE CENTERLINE OF THE CALIFORNIA STATE HIGHWAY (100 FEET WIDE), AS DESCRIBED IN A QUITCLAIM DEED RECORDED DECEMBER 29, 1944 IN BOOK 1287, PAGE 462 OF OFFICIAL RECORDS; THENCE SOUTH 35 DEGREES 49 MINUTES 02 SECONDS WEST 341.93 FEET; THENCE SOUTH 20 DEGREES 44 MINUTES EAST 432.01 FEET; THENCE SOUTH 10 DEGREES 26 MINUTES 40 SECONDS EAST 251.43 FEET; THENCE SOUTH 21 DEGREES 29 MINUTES 20 SECONDS WEST 634.52 FEET; THENCE SOUTH 27 DEGREES 59 MINUTES 58 SECONDS WEST 586.56 FEET TO THE BEGINNING OF A CURVE CONCAVE TO THE NORTHWEST, HAVING A CENTRAL ANGLE OF 11 DEGREES 47 MINUTES AND A RADIUS OF 400 FEET; THENCE IN A SOUTHWESTERLY DIRECTION, ALONG THE ARC OF THE ABOVE MENTIONED CURVE, 82.26 FEET; THENCE SOUTH 39 DEGREES 46 MINUTES 50 SECONDS WEST 182.53 FEET TO THE BEGINNING OF A CURVE CONCAVE TO THE SOUTHEAST, HAVING A CENTRAL ANGLE OF 28 DEGREES 16 MINUTES 50 SECONDS AND A RADIUS OF 200 FEET; THENCE SOUTHWESTERLY AND SOUTHERLY ALONG THE ARC OF THE LAST MENTIONED CURVE, 98.72 FEET; THENCE SOUTH i1 DEGREES 30 MINUTES 00 SECONDS WEST 136.18 FEET TO THE BEGINNING OF A CURVE CONCAVE TO THE NORTHEAST, HAVING A. CENTRAL ANGLE OF 85 DEGREES 00 MINUTES 02 SECONDS AND A RADIUS OF 108 FEET; THENCE SOUTHEASTERLY ALONG THE ARC OF THE LAST MENTIONED CURVE, 148.35 FEET; THENCE SOUTH 73 DEGREES 38 MINUTES 02 SECONDS EAST 74.0.1 FEET TO A POINT, SAID POINT BEING THE TRUE POINT OF BEGINNING OF THE HEREIN DESCRIBED LAND; THENCE FROM SAID TRUE POINT OF BEGINNING, SOUTH 73 DEGREES 30 MINUTES 02 SECONDS EAST 71.67 FEET; THENCE SOUTH 85 DEGREES 08 MINUTES 06 SECONDS EAST 208.15 FEET; THENCE SOUTH 40 DEGREES 17 MINUTES 40 SECONDS EAST 158.73 FEET; THENCE SOUTH 3 DEGREES 04 MINUTES 20 SECONDS WEST 149.85 FEET; THENCE SOUTH 51 DEGREES 07 MINUTES 20 SECONDS WEST 146.40 FEET; THENCE SOUTH 63 DEGREES 12 MINUTES 20 SECONDS WEST 69.65 FEET; THENCE SOUTH 83 DEGREES 07 MINUTES 20 SECONDS WEST 127.60 FEET; THENCE NORTH 71 DEGREES 47 MINUTES 40 SECONDS WEST 110.65 FEET; THENCE NORTH DEGREE 22 MINUTES 20 SECONDS EAST 251.90 FEET; THENCE NORTH 13 DEGREES 42 MINUTES 10 SECONDS EAST 165.39 FEET TO THE TRUE POINT OF BEGINNING. (C) BEGINNING AT A POINT WHICH BEARS SOUTH 49 DEGREES 59 MINUTES 20 SECONDS WEST 706.11 FEET, AND THENCE NORTH 59 DEGREES 19 MINUTES 20 SECONDS WEST 167.89 FEET FROM THE MOST EASTERLY CORNER OF PARCEL i OF THE LAND DESCRIBED IN Exhibit A - page 4 THE DEED TO WENDELL K. MC CRACKEN AND OTHERS, RECORDED DECEMBER 30, 1947 IN BOOK 1603, PAGE 298 OF OFFICIAL RECORDS; RUNNING THENCE FROM SAID FOINI OF BEGINNING, NORTH 59 DEGREES 19 MINUTES 20 SECONDS WEST 301.23 FEET; THENCE SOUTH 2 DEGREES 38 MINUTES 20 SECONDS WEST 208.06 FEET; THENCE SOUTH 17 DEGREES 21 MINUTES 40 SECONDS EAST 153.30 FEET; THENCE NORTH 17 DEGREES 51 MINUTES 20 SECONDS EAST 29.42 FEET TO THE BEGINNING OF A CURVE CONCAVE TO THE EAST, HAVING A CENTERLINE RADIUS OF 150.00 FEET, AND CENTRAL ANGLE OF 36 DEGREES 48 MINUTES 30 SECONDS; THENCE IN A NORTHERLY DIRECTION, ALONG THE ARC OF THE ABOVE MENTIONED CURVE, 96.36 FEET; THENCE NORTH 54 DEGREES 39 MINUTES 50 SECONDS EAST 91.28 FEET; THENCE NORTH 62 DEGREES 38 MINUTES 20 SECONDS EAST 93.90 FEET TO THE POINT OF BEGINNING. (D) COMMENCING AT THE INTERSECTION OF THE NORTHEASTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED IN PARCEL 8 IN THE DEED RECORDED OCTOBER 6, 1930 IN BOOK 428, PAGE 75 OF OFFICIAL RECORDS IN SAID OFFICE, (ALSO BEING THE NORTHEASTERLY LINE OF SAID LOT 8), WITH THE CENTERLINE OF THE CALIFORNIA STATE HIGHWAY (100 FEET WIDE), AS DESCRIBED IN DEED RECORDED IN BOOK 1298, PAGE 372 OF SAID OFFICIAL RECORDS; THENCE ALONG SAID CENTERLINE, SOUTH 36 DEGREES 37 MINUTES 34 SECONDS WEST 341.93 FEET TO THE TRUE POINT OF BEGINNING OF THIS DESCRIPTION; THENCE SOUTH 19 DEGREES 55 MINUTES 28 SECONDS EAST 134.41 FEET; THENCE SOUTH 56 DEGREES 33 MINUTES O6 SECONDS WEST 9.71 FEET; THENCE NORTH 53 DEGREES 22 MINUTES 26 SECONDS WEST 30.00 FEET TO A POINT ON A LINE PARALLEL WITH AND DISTANT SOUTHEASTERLY 79.00 FEET, MEASURED AT RIGHT ANGLES FROM SAID CENTERLINE, SAID POINT BEING OPPOSITE ENGINEER'S STATION 461+46.90; THENCE ALONG SAID PARALLEL LINE, SOUTH 36 DEGREES 37 MINUTES 34 SECONDS WEST 1500.00 FEET TO A POINT OPPOSITE ENGINEER'S STATION 446+46.90 OF SAID CENTERLINE; THENCE LEAVING SAID PARALLEL LINE, SOUTH 31 DEGREES 19 MINUTES 36 SECONDS WEST 1018.78 FEET; THENCE SOUTH 16 DEGREES 55 MINUTES 16 SECONDS WEST 137.47 FEET; THENCE SOUTH 53 DEGREES 28 MINUTES 47 SECONDS EAST 467.53 FEET; THENCE SOUTH 15 DEGREES 38 MINUTES 32 SECONDS WEST 259.62 FEET; THENCE SOUTH 47 DEGREES 28 MINUTES 28 SECONDS WEST 685.78 FEET; THENCE SOUTH 5 DEGREES 15 MINUTES 42 SECONDS WEST 380.21 FEET; THENCE SOUTH 33 DEGREES 25 MINUTES 42 SECONDS EAST 350.49 FEET TO A POINT ON THE LINE DESCRIBED IN DEED TO MARCO F. FORSTER AND ELIZABETH J. FORSTER, RECORDED IN BOOK 856, PAGE 70 OF SAID OFFICIAL RECORDS, AS HAVING A BEARING SOUTH 76 DEGREES WEST, DISTANT EASTERLY 515.82 FEET FROM THE WESTERLY TERMINUS OF SAID LINE; THENCE ALONG SAID LINE, SOUTH 76 DEGREES 48 MINUTES 32 SECONDS WEST 515.82 FEET TO A POINT IN THE EASTERLY LINE OF THE CALIFORNIA STATE HIGHWAY, AS SHOWN ON SAID MAP; THENCE ALONG SAID EASTERLY LINE, NORTH 5 DEGREES 50 MINUTES 02 SECONDS EAST 238.00 FEET, MORE OR LESS, TO THE INTERSECTION WITH THE EASTERLY LINE OF THE PRYOR HOMESTEAD, AS DESCRIBED IN DECREE RECORDED IN BOOK 7, PAGE 31 OF HOMESTEADS IN THE OFFICE OF THE COUNTY RECORDER Of LOS ANGELES COUNTY, CALIFORNIA; THENCE ALONG SAID EASTERLY LIN£ OF SAID PRY& HOMESTEAD, IN A GENERAL NORTHERLY DIRECTION TO THE INTERSECTION OF SAID EASTERLY LINE WITH THE CENTERLINE OF THE CALIFORNIA STATE HIGHWAY, AS SHOWN ON SAID MAP; THENCE IN A GENERAL NORTHEASTERLY DIRECTION, ALONG SAID LAST MENTIONED CENTERLINE TO ENGINEER'S STATION 464+01.02; THENCE SOUTHEASTERLY TO THE POINT OF BEGINNING. (E) COMMENCING AT THE MOST SOUTHERLY CORNER OF PARCEL 13, AS SHOWN ON THE RECORD OF SURVEY MAP RECORDED IN BOOK 49, PAGE 24 OF RECORD OF SURVEYS IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, CALIFORNIA; THENCE NORTH 59 DEGREES 19 MINUTES 20 SECONDS WEST 167.89 FEET ALONG THE SOUTHWESTERLY BOUNDARY OF SAID PARCEL i3; THENCE SOUTH 1 DEGREE 09 MINUTES 20 SECONDS EAST 133.47 FEET; THENCE SOUTH 29 DEGREES 54 MINUTES 20 SECONDS EAST 114.93 FEET; THENCE NORTH 79 DEGREES 42 MINUTES 40 SECONDS EAST 62.64 FEET; THENCE NORTH 9 DEGREES 03 MINUTES 50 SECONDS WEST 70.39 FEET; THENCE NORTH 26 DEGREES 54 FXh,I„+ A - ,, ,,. , S S • MINUTES 40 SECONDS EAST 74.81 FEET 1'0 THE POINT OF BEGINNING. (F) BEGINNING AT THE NORTHEASTERLY TERMINUS OF THAT CERTAIN COURSE DESCRIBED IN THE DEED TO THE STATE OF CALIFORNIA, RECORDED IN BOOK 4248, PAGE 286, OFFICIAL RECORDS, IN SAID OFFICE, AS HAVING A BEARING AND DISTANCE OF •SOUTH 31 DEGREES 19 MINUTES 36 SECONDS WEST, 1018.78 FEET'; THENCE ALONG SAID CERTAIN COURSE, SOUTH 31 DEGREES 19 MINUTES 36 SECONDS WEST 100.43 FEET; THENCE NORTH 39 DEGREES 54 MINUTES 08 SECONDS EAST 100.16 FEET; THENCE NORTH 38 DEGREES 03 MINUTES 30 SECONDS EAST 200.06 FEET; THENCE NORTH 35 DEGREES ii MINUTES 38 SECONDS EAST 400.12 FEET; THENCE NORTH 36 DEGREES 37 MINUTES 34 SECONDS EAST 359.76 FEET TO THE EASTERLY LINE OF A 60.00 -FOOT STRIP OF LAND AS DESCRIBED IN THE DEED TO THE STATE OF CALIFORNIA, RECORDED IN BOOK 28', PAGE 243 OF DEEDS IN SAID OFFICE; THENCE ALONG SAID EASTERLY LINE NORTH 27..DEGREES 12 MINUTES 32 SECONDS EAST 61.11 FEET TO THAT CERTAIN COURSE DESCRIBED IN FIRST MENTIONED DEED AS HAVING A BEARING AND DISTANCE OF 'SOUTH 36 DEGREES 37 MINUTES 34 SECONDS WEST, 1500.00 FEET'; THENCE ALONG LAST MENTIONED CERTAIN COURSE, SOUTH 36 DEGREES 37 MINUTES 34 SECONDS WEST 1020.05 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN THE LAND CONVEYED IN SAID DEED TO THE STATE OF CALIFORNIA, RECORDED IN BOOK 4800, PAGE 195, OFFICIAL RECORDS. (G) BEGINNING AT A POINT IN SAID CERTAIN COURSE DESCRIBED IN PARCEL (F) ABOVE AS HAVING A DISTANCE OF 1018.78 FEET, DISTANT THEREON NORTH 31 DEGREES 19 MINUTES 36 SECONDS EAST 96.42 FEET FROM THE SOUTHWESTERLY TERMINUS OF SAID LAST MENTIONED CERTAIN COURSE; THENCE NORTH 38 DEGREES 37 MINUTES 52 SECONDS EAST 193.79 FEET; THENCE NORTH 16 DEGREES 39 MINUTES 26 SECONDS EAST 97.29 FEET TO SAID LAST MENTIONED CERTAIN COURSE; THENCE ALONG SAID LAST MENTIONED CERTAIN COURSE, SOUTH 31 DEGREES 19 MINUTES 36 SECONDS WEST 286.34 FEET TO THE POINT OF BEGINNING. (H) BEGINNING AT THE NORTHWESTERLY TERMINUS OF THAT CERTAIN COURSE DESCRIBED IN SAID DEED RECORDED IN SAID BOOK 4248, PAGE 286, AS HAVING A BEARING AND DISTANCE OF *SOUTH 33 DEGREES 25 MINUTES 42 SECONDS EAST, 350.49 FEET*; THENCE ALONG SAID LAST MENTIONED CERTAIN COURSE, SOUTH 33 DEGREES 25 MINUTES 42 SECONDS EAST 27.40 FEET; THENCE NORTH 4 DEGREES 41 MINUTES 55 SECONDS EAST 218.15 FEET; THENCE NORTH 3 DEGREES 44 MINUTES 43 SECONDS WEST 95.73 FEET TO A POINT IN THAT CERTAIN COURSE DESCRIBED IN LAST SAID DEED AS HAVING A BEARING AND DISTANCE OF 'SOUTH 5 DEGREES 15 MINUTES 42 SECONDS WEST, 380.21 FEET•; DISTANT THEREON NORTH 5 DEGREES 15 MINUTES 42 SECONDS EAST 291.29 FEET FROM THE POINT OF BEGINNING; THENCE ALONG SAID LAST MENTIONED CERTAIN COURSE, SOUTH 5 DEGREES 15 MINUTES 42 SECONDS WEST 291.29 FEET TO THE POINT OF BEGINNING. (I) THAT PORTION OF SAID LAND CONVEYED TO THE STATE OF CALIFORNIA BY DEED RECORDED AUGUST 30, 1971 IN BOOK 9782, PAGE 185, OFFICIAL RECORDS. (J) THAT PORTION OF SAID LAND CONVEYED TO JERRY W. NEELY AND NANCY C. NEELY HUSBAND AND WIFE, BY DEED RECORDED OCTOBER 20, 1977 IN BOOK 12423, PAGE 126, OFFICIAL RECORDS. THE ABOVE DESCRIBED PARCELS OF LAND ARE SHOWN ON MAP RECORDED IN BOOK 103, PAGES 8 TO 12 INCLUSIVE OF RECORD OF SURVEY MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID ORANGE COUNTY. PARCEL C F,xhibit A - T)a�re 6 EXECUTED IN TRIPLICATE • BOND •. SD00031627 PREMIUM: $2,047.00 STATUTORY PERFORMANCE BOND KNOW ALL MEN BY THESE PRESENTS, that SJD PARTNERS. LTD.. A CALIFORNIA LIMITED PARTNERSHIP as Principal (hereinafter called "Contractor"), and FRONTIER PACIFIC INSURANCE COMPANY , as Surety (hereinafter called "Surety"), are held and finely bound unto the City of San Juan Capistrano, as obligee (hereinafter called "City"), in the amount of Two HUNDRED FIFTY FIVE THOUSAND NINE HUNDRED TWENTY FIVE AND NO/100---- Dollars($ 255,925.00 for payment whereof Contractor and Surety bind themselves, their heirs, executors, administrators, successors and assigns, jointly and severally, fairly by these presents. WHEREAS, Contractor is required to provide a faithful performance bond pursuant to the statutory requirements of the San Juan Capistrano Municipal Code to guarantee certain work, more particularly described as follows: TRACT 14196 PACIFIC POINT STORM DRAIN IMPROVEMENTS NOW, THEREFORE, the condition of this obligation is such that, if Principal shall promptly and faithfully perform said statutory obligation, then this obligation shall be null and void; otherwise it shall remain in full force and effect. Surety waives whatever legal right it may have to require that a demand be made first against the Principal in the event of default. BE IT FURTHER RESOLVED, that: 1. As a part of the obligation secured hereby, and in addition to the face amount specified, there shall be included costs and reasonable expenses and fees, including c:\w*n6O\wpdocsVorrns\perform.bnd -1- 0&17/W • BOND. SD00031627 reasonable attorney's fees, incurred by City in successfully enforcing such obligation, all to be taxed as costs and included in any judgment rendered. 2. Said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration, or modification of statutory obligation, or of the work to be performed thereunder, shall in any way affect its obligations or this bond, and it does hereby waive notice of any such change, extension of time, alteration or modification, or of the work to be performed thereunder. Executed this 14TH day of AUGUST 1998 , at ORANGE , California. AS TO FORM: R. Shaw, City Attorney c:Nvpvdn601wpdocslformslperform.bnd -2- SJD PARTNERS, LTD., A CALIFORNIA LIMITED PARTNEI�IP BY:A� /� (NOTARIZATION AND SEAL) FRONTIE(\RPACIFI INSU CE COMPANY BY: C VI \ D.J--KCARD, Attorney—in—Fact (NOTARIZATION AND SEAL) 06/17/96 0 0 ALL-PURPOSE ACKNOWLEDGMENT Comm. b 1152378 NOTARY PUBLIC -CALIFORNIA N � - Onnge County N.yti My Comm. Expires Aug. 21, 2001 NOTARY'S SIGNATURE OPTIONAL INFORMATION 17re information below is not required by law. However, it could prevent fraudulent attachment of this acknowl- edgment to an unauthorized document. CAPACITY CLAIMED BY SIGNER (PRINCIPAL) ❑ INDIVI L ❑ CORPORATE FICFR ❑ PARTNER(S) ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF NUMBER OF PAGES • ❑ GUARDIAN/CONSERVATOR DATE OF DOCUMENT i ' ❑ OTIIER: 1 ' OTHER ' • E • 1 RIGHTTHUMBPRIN I • SIGNER IS PRESENTING: OF • NAMR OP PE N(S) OR ENrI'rY(IL+S) ' SIGNER s APA 5197 VALLEY-SuiRRA, 800-362-3369 State of California l • / fCounty of JJJ } Ss. SIO ' ' On /'IIA GIr3 /�, (rj before me, ILASI�CE 1 personally appeared (gau Ce- z_ieFr (NOTARY) i / SIONRR(5) ,�,/ ' L7 personally known to me - OR- ❑ proved to me on the basis of satisfactory ' evidence to be the person(s) whose name(s) • Iis/are subscribed to the within instrument and ' • acknowledged to me that he/she/they executed • ' the same in his/her/their authorized f • capacity(ies), and that by his/her/their • ' signature(s) on the instrument the person(s), f • or the entity upon behalf of which the • ' person(s) acted, executed the instrument. f ! WITNESS my hand and official seal. ! ' KIM E. KASULKE ' Comm. b 1152378 NOTARY PUBLIC -CALIFORNIA N � - Onnge County N.yti My Comm. Expires Aug. 21, 2001 NOTARY'S SIGNATURE OPTIONAL INFORMATION 17re information below is not required by law. However, it could prevent fraudulent attachment of this acknowl- edgment to an unauthorized document. CAPACITY CLAIMED BY SIGNER (PRINCIPAL) ❑ INDIVI L ❑ CORPORATE FICFR ❑ PARTNER(S) ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF NUMBER OF PAGES • ❑ GUARDIAN/CONSERVATOR DATE OF DOCUMENT i ' ❑ OTIIER: 1 ' OTHER ' • E • 1 RIGHTTHUMBPRIN I • SIGNER IS PRESENTING: OF • NAMR OP PE N(S) OR ENrI'rY(IL+S) ' SIGNER s APA 5197 VALLEY-SuiRRA, 800-362-3369 STATE'OF CALIFORNIA • COUNTY OF ORANGE On 8/14/98 ,before PERSONALLY APPEARED • SS. A. SENSI, NOTARY PUBLIC D. J. PICARD personally known to me to be the personoo) whose name(X) is/XM subscribed to the within instrument and acknowl- edged to me that he1d1TYJV executed the same in his/ I M authorized capacity(iKs), and that by his/14#Ll{/ Mak signature's on the instrument the personf, or the entity upon behalf of which the person() acted, executed the instrument. WITNESS my hand and official seal. Signature 1 1 ��r r"✓ OPTIONAL a ... BEE.TA q:NSI COMM. 01133739 _m NOTARY Pu9LKMUNT ORtlw OR"E CODAITY 1 my Oolmn. Fx0. AP This area for Official Notarial Seal Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER: SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTnY(IES) FRONTIER PACIFIC INSURANCE COMPANY DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT 14/98 NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE ID -081 Rev. 6/94 ALL-PURPOSE ACKNOWLEDGEMENT F EXECUTED IN TRIPLICATE Bond No. SD00031627 PREMIUM CHARGED IS INCLUDED IN PERFORMANCE BOND SUBDIVISION LABOR AND MATERIAL BOND (GOVERNMENT CODE, SECTION 66499.2) WHEREAS, the City Council of the City of San Juan Capistrano, State of California, and _SJD _PARTNERS,_ LTD. ,_ A CALIFORNIA LIMITED PARTNERSHIP (hereinafter designated as "Principal'), have entered into a Subdivision Agreement whereby Principal agrees to install and complete certain designated improvements which said Agreement, dated 19and identified as Project TRACT 14196 PACIFIC POINT STORM DRAIN IMPROVEMENT is hereby referred to and made a part hereof; and WHEREAS, said Principal is required under the terms of said agreement to furnish a bond for the faithful performance of said agreement; NOW, THEREFORE, we, the Principal and FRONTIER PACIFIC INSURANCE COMPANY as Surety, are held and firmly bound unto the City of San Juan Capistrano, hereinafter called "City" in the penal sum of TWO HUNDRED FIFTY FIVE THOUSAND NINE HUNDRED TWENTY FIVE AND N01100 ------- Dollars ($ 255,925.00 ) lawful money of the United States, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, successors, executors and administrators, jointly and severally, firmly by these presents. The condition of this obligation is such that, if the above bound Principal, his or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by and well and truly keep and perform the covenants, conditions and provisions in the said agreement and any alteration thereof made as therein provided, on his or their part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their true intent and meaning, and shall indemnify and save harmless the City, its officers, agents and employees as therein stipulated, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect. As part of the obligation secured hereby and in addition to the face amount specified therefor, there shall be included costs and reasonable expenses and fees Iof2 BOND NO. SD00031627 The Surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the agreement or to the work to be performed thereunder or the specifications accompanying the same shall in any wise affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the agreement or to the work or to the specifications. IN WITNESS WHEREOF, three (3) identical counterparts of this instrument, each of which shall for all purposes be deemed an original thereof, have been duly executed by the Principal and Surety herein named on the 14TH day of AUGUST_, 19 98 the name and corporate seal of each corporate party being hereto affixed and these presents duly signed by its undersigned representatives pursuant to authority of its governing body. AS TO K. bENHALTER, CITY NOTE: Please Attach Acknowledgement and Power of Attorney PRINCIPAL SJD PARTNERS, LTD., A CALIFORNIA LIMITED PARTNERSHIP BY: AW GG4' (NOTARIZATION AND SEAL) SURETY FRONTI Z PACIF INS CE COMPANY BY: D.J. PICARD, Atto ey-in-Fact 2 of 2 (NOTARIZATION AND SEAL) 0 ALL-PURPOSE ACKNOWLEDGMENT 0 F • a•a•a•a• a•a•a•a•a•a•a•a• a•a•a•a• a•� • 1 • State of California l • f County of (/f�9nl GC J } SS. ' ' ' On �LA 6 u a 'r t, (g2 5 f before me, Y �in E, ggL1 — I (DATE) n 'personally appeared I ak CE e LJCFp NOTA ' � SIGNER(S) ,� ' L9'personally known to me - OR- ❑ proved to me on the basis of satisfactory f • evidence to be the person(s) whose name(s) • ' is/are subscribed to the within instrument and f • acknowledged to me that he/she/they executed • Ithe 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. ' ! KIM E. KASULKE WITNESS my hand and official seal. ! ' .- Comm. N 1152378 r�( N f • N NO PUBLIC-CAL • ' Orenpounty. � / ' 21, 20 M Comm.mExpeiresCAup21, 2001 , � 13•+w++•�++��••+�+•e�•� T—NOTAR 'S SIGN URE � OPTIONAL INFORMATION «ion below is not required by law. However, it could prevent fraudulent attachment of this aclmowl- an unauthorized document. CAPACITY CU MED BY SIGNER (PRINCIPAL) ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE(S) PARTNER(S) ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER: SIGNER IS 'PRESENT NAME OF PE N(S) OR ENTITY(IES) DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT PAGES / \ter u�wmcrvi • 1 ER ' E • RIGHT THUMBPRINT ' GP SIGNER E � I a•a•a•a• a•a•a•a• a•a•� APA 5197 VALLEY -SIERRA, 800-362-3369 STATE OF. CALIFORNIA COUNTY OF ORANGE I SS. • On 8/14/98 before me,BEATA A. SENSI, NOTARY PUBLIC PERSONALLY APPEARED D. J. PICARD personally known to me ( to be the person%) whose name%) is/M subscribed to the within instrument and acknowl- edged to me that he/d&XVXOV executed the same in his/ bmU6L= authorized capacity(iYs), and that by his/1€iti!( Mkk signature" on the instrument the persorft or the entity upon behalf of which the person4) acted, executed the instrument. WITNESS my hand and official seal. SignatureQ/ OPTIONAL alm~ NSI133739CALIFORNIA OUNTYpr 14.2001 }sJ This area for Oficial Notarial Seal Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER: SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES) FRONTIER PACIFIC INSURANCE COMPANY 10-081 Rev. 6/94 DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE ALL-PURPOSE ACKNOWLEDGEMENT 4L PZRONTIER EDNACasa INSURANCE COMPANY (a Colifornla Company) 4250 Executive Square, Suite 200, La Jolla, California 92037 POWER OF ATTORNEY AnOW (Aff 0011 93y VryC$C (1rC5CMS: That FRONTIER PACIFIC INSURANCE COMPANY, a California Corporation, having Its principal office in La Jolla, California, pursuant to the following resolution, adopted by the Board of Directors of the Corporation on the 15th day of November, 1991. 'RESOLVED, that the Chairman of the Board the President, or arty Vice President be, and hereby is, authorized to appoint Attorneys -in - Fact to represent and act for and on behalf of the Company to execute bonds, undertakings, recognizances and other contracts of Indemnity and writings obligatory in the nature thereof, and to attach thereto the corporate seal of the Company, in the transaction of its surety business; 'RESOLVED, that the signatures and attestations of such officers and the seal of the Company may be affixed to any such Power of Attorney or to any certificate relating thereto by facsimile, and any such Power of Attomey or certificate bearing such facsimile signatures or facsimile seal shell be valid and binding upon the Company when so affixed with respect to any bond, undertaking, recognizance or other contract of indemnity or writing obligatory in the nature thereof; 'RESOLVED, that any such Attomey-in-Fact delivering a secretarial certification that the foregoing resolutions still be in effect may insert in such certification the dale thereof, said date to be not later than the date of delivery thereof by such Attomey-in-Fact.' This Power of Attorney is signed and seated in facsimile under and by the authority of the above Resolution. DOES HEREBY MAKE, CONSTITUTE AND APPOINT: TODD M. ROHM D.J. PICARD CATHY S. KENNEDY Orange California Of , In the State of Its true and lawful Attomey(s)-in-Fact with full power and authority hereby conferred in Its name, place and stead to sign, execute, acknowledge and deliver In its behalf, and as its act and deed, without power of redelegation, as follows: Bonds guaranteeing the fidelity of persons holding places of public or private trust, guaranteeing the performance of contracts other than Insurance policies; and executing or guaranteeing bonds and undertakings required or permitted in all actions or proceedings or by law allowed; IN AN AMOUNT NOTTO EXCEED SIX HUNDRED FIFTY THOUSAND ($650,000.00) DOLLARS; and to bind FRONTIER PACIFIC INSUR- ANCE COMPANY thereby as fully and to the same extent as if such bond or undertaking was signed by the duly authorized officers of FRONTIER PACIFIC INSURANCE COMPANY, and all the acts of said Attomey(s)-in-Fact pursuant to the authority herein given are hereby ratified and confirmed. att (Uitntss 01jjtrt0 f FRONTIER PACIFIC INSURANCE COMPANY of La Jolla, California, has caused this Power of Attorney to be signed by its Vice President and its Corporate seal to be affixed this 7th day of April 119 98 FRONTIER PACIFIC INSURANCE COMPANY s 4,.oda BY: STATE OF CALIFORNIA)...........'•' DAVID E. CAMPBELL, Vice President COUNTY OF SAN DIEGO) On April 7, 1998 before me, Treva Kensler, Notary Public, personally appeared David E. Campbell, personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal --------------- TREVA KENSLER QCommission x 1045661 Z Zemy Notary Public — California Z ZSon Diego County Comm. Expires Nov. 26, 1998 Signature of Notary Corporation Acknowledgement I, the undersigned, Joseph P. Loughlin, Secretary of FRONTIER PACIFIC INSURANCE COMPANY, do hereby certify that the original POWER OF ATTORNEY, of which the foregoing Is a full, true and correct copy, is In full force and effect. IN WITNESS WHEREOF, I have hereunto subscribed my name as Joseph P. Loughlin, Secretary, and affixed the Corporate Seal of the Corporation this 14TH day of AUGUST ,, '19 98 n '�.=e//j Joseph P. Loughlin, Secretary FM 19 -5002A -FP (11W) EXECUTED IN TRIPLICATE fe BOND SD00031627 PREMIR $2,047.00 STATUTORY PERFORMANCE BOND IWOWALL MEN BYTHESE PRESENTS, that SJD PARTNERS, LTD., A CALIFORNIA LIMITED PARTNERSHIP , as Principal (hereinafter called "Contractor"), and FRONTIER PACIFIC INSURANCE COMPANY as Surety (hereinafter called "Surety'), are held and firmly bound unto the City of San Juan Capistrano, as obligee (hereinafter called "City'), in the amount of Two HUNDRED FIFTY FIVE THOUSAND NINE HUNDRED TWENTY FIVE AND NO/100---- Dollars ($ 255,925.00 ) for payment whereof Contractor and Surety bind themselves, their heirs, executors, administrators, successors and assigns, jointly and severally, fairly by these presents. WHEREAS, Contractor is required to provide a faithful performance bond pursuant to the statutory requirements of the San Juan Capistrano Municipal Code to guarantee certain work, more particularly described as follows: TRACT 14196 PACIFIC POINT STORM DRAIN IMPROVEMENTS NOW, THEREFORE, the condition of this obligation is such that, if Principal shall promptly and faithfully perform said statutory obligation, then this obligation shall be null and void; otherwise it shall remain in full force and effect. Surety waives whatever legal right it may have to require that a demand be made first against the Principal in the event of default. BE IT FURTHER RESOLVED, that: 1. As a part of the obligation secured hereby, and in addition to the face amount specified, there shall be included costs and reasonable expenses and fees, including c:Wpwin601w)doesVormslperform.bnd -1- 06117/98 11 BOND • SD00031627 reasonable attorney's fees, incurred by City in successfully enforcing such obligation, all to be taxed as costs and included in any judgment rendered. 2. Said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration, or modification of statutory obligation, or of the work to be performed thereunder, shall in any way affect its obligations or this bond, and it does hereby waive notice of any such change, extension of time, alteration or modification, or of the work to be performed thereunder. Executed this 14TH day of AUGUST 1998 , at ORANGE AS TO FORM: R. Shaw, City Attorney , California. SJD PARTNERS, LTD., A CALIFORNIA LIMITED PARTNERS y� BY: =�-bA/A� (NOTARIZATION AND SEAL) FRONTIER PACIFg INSU E COMPANY BY D.J. PICARD, At0rney-fn---7a-ct (NOTARIZATION AND SEAL) c:w+pueinOOWvpdocsvormsbenorm.wid -2- 06/17/98 ALL-PURPOSE ACKNOWLEDGMENT OPTIONAL INFORMATION • ' The information below is not required by law. However, it could prevent fraudulent attachment of this acknowl- edgment to an unauthorized document. • 1 CAPAC CLAIMED BY SIGNER (PRINCIPAL) DESCRIPTION OF ATTACHED DOCUMENT ' !❑ INDIVIDUAL ' ❑ CORPORATE O �R • ' TITLE OR TYPE OF DOC T 1 TITLE(S) f❑ PARTNER(S) NUMBER OF PAGES ' ElATTORNEY-IN-FACT• ' ❑ TRUSTEE(S) f • GUARDIAN/CONSERVATOR DATE OF DOCUMENT • 1 ❑ OTIIER: 1 ' OTHER ' RIGHTTHUMBPRINT F • SIGNER IS OPRESI3NTING: OF • NAME OF PC N(S) OR 12N'IITY(IES) E ' SIGNER s ' s O._._._._._._._..�._._._._._:_._._._..J APA 5/97 VALLEY -SIERRA, 800-362-3369 of California • IState L)J SS. ' County of „1 C ' On _ Acasr �(f before me, • (DATE) �- (NOT RY) • I personally appeared] a LIEF]= 1 srcrleR(s) �� ' B—personally known to me - OR- ❑ proved to me on the basis of satisfactory I 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. ' KIM E. ------ E FITNESS my hand and official seal. ! '! NComm, 11152378 N • NOTARY PUBLIC CALIFORNIA *my • ' Onnoe County C Comm. Expires Aug. 21, 2001 L— NOTARY'S SIGNATURE OPTIONAL INFORMATION • ' The information below is not required by law. However, it could prevent fraudulent attachment of this acknowl- edgment to an unauthorized document. • 1 CAPAC CLAIMED BY SIGNER (PRINCIPAL) DESCRIPTION OF ATTACHED DOCUMENT ' !❑ INDIVIDUAL ' ❑ CORPORATE O �R • ' TITLE OR TYPE OF DOC T 1 TITLE(S) f❑ PARTNER(S) NUMBER OF PAGES ' ElATTORNEY-IN-FACT• ' ❑ TRUSTEE(S) f • GUARDIAN/CONSERVATOR DATE OF DOCUMENT • 1 ❑ OTIIER: 1 ' OTHER ' RIGHTTHUMBPRINT F • SIGNER IS OPRESI3NTING: OF • NAME OF PC N(S) OR 12N'IITY(IES) E ' SIGNER s ' s O._._._._._._._..�._._._._._:_._._._..J APA 5/97 VALLEY -SIERRA, 800-362-3369 STATE OF CALIFORNIA COUNTY OF ORANGE On PERSONALLY APPEARED ,before me,BEATA A. SENSI, NOTARY PUBLIC D. J. PICARD personally known to me ( to be the person%) whose name(X) is/xM subscribed to the within instrument and acknowl- edged to me that he/dXXJV4 executed the same in his/ bwV0&= authorized capacity(iN3), and that by his/hij apt signature3op on the instrument the persorft or the entity upon behalf of which the persong) acted, executed the instrument. WITNESS my hand and official seal. Signature OPTIONAL �e�. N+ gEATAA. SENSt COMM.>etta"'739 n J�@ NOTARYO PCU GE `AUNT �NIA� 6ty canm. Fxp aW. 14, 200t This area for Oficial Notarial Seat Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER ❑ INDIVIDUAL ❑ CORPORATE OFFICER TIRES) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER: SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES) FRONTIER PACIFIC INSURANCE COMPANY DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT 8/14/98 NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE 1D081 aev.6/94 ALL-PURPOSE ACKNOWLEDGEMENT 0 0 EXECUTED IN TRIPLICATE Bond No. SD00031627 PREMIUM CHARGED IS INCLUDED IN PERFORMANCE BOND SUBDIVISION LABOR AND MATERIAL BOND (GOVERNMENT CODE, SECTION 66499.2) WHEREAS, the City Council of the City of San Juan Capistrano, State of California, and s3D PARTNERS: LTD_._, A CALIFORNIA LIMITED PARTNERSHIP (hereinafter designated as "Principal'), have entered into a Subdivision Agreement whereby Principal agrees to install and complete certain designated improvements which said Agreement, dated 19and identified as Project TRACT 14196 PACIFIC POINT STORM DRAIN IMPROVEMENT is hereby referred to and made a part hereof; and WHEREAS, said Principal is required under the terms of said agreement to furnish a bond for the faithful performance of said agreement; NOW, THEREFORE, we, the Principal and FRONTIER PACIFIC INSURANCE COMPANY . as Surety, are held and firmly bound unto the City of San Juan Capistrano, hereinafter called "City" in the penal sum of TWO HUNDRED FIFTY FIVE THOUSAND NINE HUNDRED TWENTY FIVE AND NO/100------- Dollars ($ 255,925.00 ) lawful money of the United States, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, successors, executors and administrators, jointly and severally, firmly by these presents. The condition of this obligation is such that, if the above bound Principal, his or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by and well and truly keep and perform the covenants, conditions and provisions in the said agreement and any alteration thereof made as therein provided, on his or their part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their true intent and meaning, and shall indemnify and save harmless the City, its officers, agents and employees as therein stipulated, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect. As part of the obligation secured hereby and in addition to the face amount specified therefor, there shall be included costs and reasonable expenses and fees loft BOND 11 SD00031627 The Surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the agreement or to the work to be performed thereunder or the specifications accompanying the same shall in any wise affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the agreement or to the work or to the specifications. IN WITNESS WHEREOF, three (3) identical counterparts of this instrument, each of which shall for all purposes be deemed an original thereof, have been duly executed by the Principal and Surety herein named on the 14TH day of AUGUST , 1998__., the name and corporate seal of each corporate party being hereto affixed and these presents duly signed by its undersigned representatives pursuant to authority of its governing body. NOTE: Please Attach Acknowledgement and Power of Attorney PRINCIPAL SJD PARTNERS, LTD., A CALIFORNIA LIMITED PARTNERSHI BY: (NOTARIZATION AND SEAL) SURETY FRONTIER PACTC IN CE COMPANY BY: D.S. PrCARD, Atto ney-in-Fact 2 of 2 (NOTARIZATION AND SEAL) • 0 ALL-PURPOSE ACKNOWLEDGMENT State of Californt ) • ' County of ss. ' fJ //// On _ /-t Ins US! ��. /�! y� before me, /`gym (DATE) I ( OTARY) i Ipersonally appeared /C.QIA C�� �L/ EFS ,��� srcrveR(s) ' L7 personally known to me - OR- ❑ 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 f • acknowledged to me that he/she/they executed • Ithe same in his/her/their authorized I • capacity(ies), and that by his/her/their • signature(s) on the instrument the person(s), ' • or the entity upon behalf of which the • Iperson(s) acted, executed the instrument. ' ! KIM E. KASULKE WITNESS my hand and official seal. ' ' ;09,,My Comm.N 1152378NOTARY ExpiresCABFOBNIAOrange County Comm. Expires Aug. 21, 2001 hM . NOTARY'S SIGNATURE OPTIONAL INFORMATION 'I't)e information below is not required by law. However, it could prevent fraudulent attachment of this acknowl- edgment to an unauthorized document. CLAIMED BY SIGNER (PRINCIPAL) ❑ INUIVroU')kk ❑ CORPORATE ❑ PARTNER(S) ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) DESCRIPTION OF ATTACHED DOCUMENT NUMBER OF PAGES • ❑ GUARDIAN/CONSERVATOR DATE OF DOCUMENT 'El OTHER: ' ' - OTHER ' ' RIGHTTHUMBPRINT ' • SIGNER REPRESENTING: OF • ' NAME OP SONS) OR ENfI'fY(IES) SIGNER s ' b APA 5197 VALLEY -SIERRA, 800-362-3369 STATE OF CALIFORNIA • SS. COUNTY OF ORANGE On 8/14/98 ,beforeme,BEATA A. SENSI, NOTARY PUBLIC PERSONALLY APPEARED personally known to me ( D. J. PICARD to be the persona) whose name(K) is/M subscribed to the within instrument and acknowl- edged to me that he/dXXIMW executed the same in his/ Cin7t11W authorized capacity(ils), and that by his/W ' signature" on the instrument the persorift or the entity upon behalf of which the personot) acted, executed the instrument. WPINESS my hand and official seal. Signature OPTIONAL NsswweN BEATAASENSI COMM, 9;133739 -m NOTARY PMUC • CALIFORNIA ORANGE COUNTY 1�iMi�� MY Comm. Exp.AP1.14.2001 This area for Official Notarial Seal Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER ❑ INDIVIDUAL ❑ CORPORATE OFFICER TIME(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL 0 ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER: SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES) FRONTIER PACIFIC INSURANCE COMPANY DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT 8/14/98 NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE ID -WI Rev. 6/94 ALL-PURPOSE ACKNOWLEDGEMENT RONT/ER = Ca_ INSURANCE COMPANY (a California Company) 4250 Executtve Square, Suite 200, La Jolla, California 92037 POWER OF ATTORNEY Know cA(f Mien 93y Vljese Present$: That FRONTIER PACIFIC INSURANCE COMPANY, a California Corporation, having Its principal office In La Jolla, California, pursuant to the following resolution, adopted by the Board of Directors of the Corporation on the 15th day of November, 1991. 'RESOLVED, that the Chairman of the Board, the President, or any Vice President be, and hereby is, authorized to appoint Attorneys -in - Fact to represent and act for and on behalf of the Company to execute bonds, undertakings, recognizances and other contracts of indemnity and writings obligatory in the nature thereof, and to attach thereto the corporate seal of the Company, in the transaction of its surety business; 'RESOLVED, that the signatures and attestations of such officers and the seal of the Company may be affixed to any such Power of Attorney or to any certificate relating thereto by facsimile, and any such Power of Attorney or certificate bearing such facsimile signatures or facsimile seal shall be valid and binding upon the Company when so affixed with rasped to any bond, undertaking, recognizance or other contract of Indemnity or writing obligatory in the nature thereof; "RESOLVED, that any such Ahomey-in-Fad delivering a secretarial certification that the foregoing resolutions still be in effect may insert In such certification the date thereof, said date to be not later than the date of delivery thereof by such Attomey-in-Fad' This Power of Attorney is signed and sealed in facsimile under and by the authority of the above Resolution. DOES HEREBY MAKE, CONSTITUTE AND APPOINT: TODD M. ROHM D.J. PICARD CATHY S. KENNEDY Orange California of , in the state of Its true and lawful Attomey(s)-in-Fact with full power and authority hereby conferred in its name, place and stead to sign, execute, acknowledge and deliver in Its behalf, and as its act and deed, without power of redelegation, as follows: Bonds guaranteeing the fidelity of persons holding places of public or private trust, guaranteeing the performance of contracts other than insurance policies; and executing of guaranteeing bonds and undertakings required or permitted M all actions or proceedings or by law allowed; IN AN AMOUNT NOT TO EXCEED SIX HUNDRED FIFTY THOUSAND ($650,000.00) DOLLARS; and to bind FRONTIER PACIFIC INSUR- ANCE COMPANY thereby as fully and to the same extent as if such bond or undertaking was signed by the duty authorized oMlcers of FRONTIER PACIFIC INSURANCE COMPANY, and all the ads of said Attomey(s)-in-Fad pursuant to the authority herein given are hereby ratified and confirmed. do Witne$S WljjCM0 f FRONTIER PACIFIC INSURANCE COMPANY of La Jolla, California, has caused this Power of Attorney to be signed by its Vice President and its Corporate seal to be affixed this day of , 19 7th April 98 FRONTIER PACIFIC INSURANCE COMPANY W • cop. m:, iF—1�25 .00 ; ; BY: STATE OF CALIFORNIA) ............. DAVID DAVID E. CAMPBELL, Vice President COUNTY OF SAN DIEGO) On April 7, 1998 before me, Treva Kensler, Notary Public, personally appeared David E. Campbell, personalty known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the Instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal iREVA KENSLER Q Commission a 1045661 Z Z Notary Public — California Z Z San Diego County My Comm, Expires Nov. 26. 1998 .w-.�+•.w-�H Signature of Notary Corporation Acknowledgement I, the undersigned, Joseph P. Loughlin, Secretary of FRONTIER PACIFIC INSURANCE COMPANY, do hereby certify that the original POWER OF ATTORNEY, of which the foregoing is a full, true and correct copy, is in full force and effect. IN WITNESS WHEREOF, I have hereunto subscribed my name as Joseph P. Loughlin, Secretary, and affixed the Corporate Seal of the Corporation this 14TH day of AUGUST" , 19 98 ° _ , 6W_ °'•.a''V Joseph P. Loughlin, Secretary FM 19-SMA.FP (11/97) CITY CLERK'S DEPARTMENT - ACTIONREMINDER TO: Planning Director I� FROM: Dawn M. Schanderl, Deputy City Clerk DATE: May/2002 SITUATION: On July 7, 1992, the City Council adopted Ordinance No. 706 which approved the Development Agreement with Pacific Point Partners, L.P. for Tract 14196 effective August 6, 1992. Said agreement states on page 7, section 4.1 the term shall be for ten (10) years following the effective date. The term shall commence on August 6, 2002. Note: Assignment of Development Agreement from Pacific Point Partners to SJD Partners approved June 17, 1997. ACTION REQUESTED: Please notify this office if agreement may be closed. • ACTION TO BE TAKEN: e4'A `" % y„ DATE WHEN NEXT ACTION (S) SHOULD BE TAKEN: SIGNATURE OF OFFICIAL TAKING ACTION: ��— DATE SIGNED: 5�/S��d 2 * * *FOR CITY CLERKS DEPARTMENT USE ONLY*** Tickler Date: 05/06/02 Deadline Date: 08/06/02 RECEIVED cc: CityAttorney (600.30/sjd) MAY 15 2002 PLANNING DEPT Moved by Council Member Hart, seconded by Mayor pro tem Gelff and carried 3-2, to adopt Resolution No. 02-07-02-04 entitled " A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN JUAN CAPISTRANO, CALIFORNIA, PROVIDING FOR THE FILING OF REBUTTAL ARGUMENTS FOR CITY MEASURES SUBMITTED AT MUNICIPAL ELECTIONS." ROLL CALL AYES: COUNCIL MEMBERS: Hart, Gelff and Mayor Bathgate NOES: COUNCIL MEMBERS: Campbell and Swerdlin �b. RESOLUTION NO. 02-07-02-05 GRANTING TOLLING PERIOD OF THREE YEARS AND FOUR MONTHS TO THE TERM OF THE PACIFIC POINT DEVELOPMENT AGREEMENT (SJD) (60 30) Mayor Bathgate Abstained from voting. Project Description: Request by SunCal to extend Development Agreement by reasons of the landslide and attendant litigation circumstances. Oral Presentation: John R. Shaw, City attorney, reviewed the staff recommendation. Council Action: Moved by Council Member Hart, seconded by Council Member Swerdlin and carried 4-1, to adopt RESOLUTION NO. 02-07-02-05 entitled " A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN JUAN CAPISTRANO ESTABLISHING A TOLLING PERIOD WITH RESPECT TO THE PACIFIC POINT DEVELOPMENT AGREEMENT." ROLL CALL AYES: COUNCIL MEMBERS: Hart, Swerdlin, Campbell and Mayor pro tem Gelff NOES: COUNCIL MEMBERS: None ABSTAIN: COUNCIL MEMBERS: Mayor Bathgate CC Minutes 7 07-02-02 AGENDA ITEM TO: George Scarborough, City Manager FROM: John R. Shaw, City Attorney SUBJECT: Consideration of Grant of Tolling Period/ Pacific Point Development Agreement RECOMMENDATION: 7/2/2002 H 2 b Adopt attached resolution granting tolling period of three years and four months with respect to the running of the term of the Pacific Point Development Agreement. SITUATION: On August 6, 1992, the City Council approved a development agreement for the Pacific Point project. The development agreement contained a 10 -year term. Thus, the development agreement will expire this coming August 6. The developer at that time was Pacific Point Partners, L.P. The project site was later sold by 1997 to Suncal (SJD). The developer has now requested that the running of the term of the agreement (that is, the original ten-year term) be tolled (that is, delayed) for a period of 4 years by reason of the landslide and attendant litigation circumstances. (See attached letter dated March 22, 2002). The attached letter discusses the factual basis upon which the developer believes it is entitled to a 4 -year tolling period. The circumstances involve the following key events: The 1998 landslide led to a lawsuit between the affected lot owners and the developer as the key defendant. The developer won that lawsuit. Further, the City ordered Suncal to cease grading operations shortly after the landslide for precautionary health and safety reasons. The period of the delay due to the City "stop work" order was very substantial. Additional litigation has been filed concerning environmental impact report conditions, which has also adversely impacted the course of construction. FOR CITY COUNCIL AGENDA.%`S� Under section 9.4 of the development agreement, the developer is legally entitled to an extension of time to complete its project where events, such as acts of nature and other unforeseen circumstances including litigation, beyond the control the developer cause delay to the developer. It is obvious that the landslide, City action to cease the grading, and resulting litigation were all events beyond the control of the developer. A trial court has found that Suncal did not cause the landslide. Suncal ceased grading activity, not at its choosing, but by order of the City. Accordingly, this developer is legally entitled to an extension of time pursuant to section 9.4 of the development agreement. The developer has asked for a 4 -year extension on the development. In our review of the circumstances, we believe that 3 years and 4 months can be attributed directly to the above-described events. Therefore, we recommend that an extension of three years and four months be granted through the adoption of the attached resolution. COMMISSION/BOARD REVIEW: Not Applicable. FINANCIAL CONSIDERATIONS: None. RECOMMENDATION: Adopt attached resolution granting tolling period of three years and four months with respect to the running of the term of the Pacific Point Development Agreement. WPWTFULLY SUBMITTED, JOHN R. SHAW, City I ttorney Attachment: March 22, 2002 letter RESOLUTION NO. 02-07-02-05 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN JUAN CAPISTRANO ESTABLISHING A TOLLING PERIOD WITH RESPECT TO THE PACIFIC POINT DEVELOPMENT AGREEMENT WHEREAS, the City of San Juan Capistrano approved a development agreement for the Pacific Point Project with the agreement bearing an effective date of August 6, 1992, and WHEREAS, the development agreement will expire on August 6, 2002, and WHEREAS, the project developer (SJD Partners) has formally requested by letter dated May 13, 2002 that the running of the term of the agreement be tolled based upon events beyond the control of the developer, and WHEREAS, the development agreement at section 9.4 provides that the developer is entitled to extensions of time based upon events causing delay beyond the control of the developer, NOW THEREFORE BE IT RESOLVED, by the City Council of the City of San Juan Capistrano that the running of time on the term of the August 6, 2002 development agreement for the Pacific Point Project be and is hereby tolled for a period of three (3) years and four (4) months from August 6, 2002. The City Council finds that the developer pursuant to section 9.4 of the development agreement has provided adequate factual support to qualify for the extension as further set forth in the May 13, 2002 extension request. This tolling action is personal to and shall extend only to the developer and its successors in interest for that real property owned by SJD partners at the time of the events leading to the cause of the delays upon which the extension request is based. PASSED, APPROVED, AND ADOPTED this 2nd day of July 2002. 07-02-02 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF SAN JUAN CAPISTRANO ) I, MARGARET R. MONAHAN, appointed City Clerk of the City of San Juan Capistrano, do hereby certify that the foregoing Resolution No. 02-07-02-05 was duly adopted by the City Council of the City of San Juan Capistrano at a regular meeting thereof, held the 2nd day of July 2002, by the following vote: AYES: COUNCIL MEMBERS: Hart, Campbell, Swerdlin and Mayor pro tem Gelff NOES: COUNCIL MEMBERS: None ABSENT: COUNCIL MEMBERS: Mayor Bathgate 2 07-02-02 MEMO TO: Mayor Bathgate and Council Members Hart, Campbell, Swerdlin and Mayor pro tem Gelff FROM: Meg Monahan, City Clerk RE: Item H2b, City Council Meeting of July 2, 2002 DATE: June 28, 2002 The Agenda Item report for this item refers to a letter, dated March 22, 2002. That letter is attached for your consideration. cc: Agenda Packet Holders x CLC�� �� l���laz March 22, 2002 William M. Huber Director of Engineering & Building City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Re: Extension of the Term of the Pacific Point Development Agreement Dear Mr. Huber: I am writing this letter to you on behalf of my client, SJD Partners, the successor - in -interest under a Development Agreement entered into with the City of San Juan Capistrano having an effective date of August 6, 1992. This Development Agreement has a term of ten years and will expire on August 7, 2002. The Development Agreement vests rights in SJD Partners for development of the Pacific Point project under a Comprehensive Development Plan and associated entitlements, as set forth in the provisions of the Development Agreement. SJD Partners has been prevented from pursuing development of the Pacific Point project due to a number of unforeseen circumstances involving the Meredith Canyon landslides and the litigation resulting therefrom. Unfortunately, even though SJD Partners has prevailed in the original trial, other cases have been filed requiring actions to be taken to defend. SJD Partners is therefore in jeopardy of losing valuable vested development rights, including the extension of the tern of Tentative Tract Map No. 14196, should the term of the Development Agreement expire. The following are sections in the Development Agreement which can be used by the City in extending its temi- SJD Partners is respectfully requesting that the City follow one of these procedures to extend the term of the Development Agreement. We believe that it is also in the best interests of the City to maintain the effectiveness of the Development Agreement until the pending litigation involving the enforcement of the Development Agreement has been finally decided. I . Section 4.3 of the Development Agreement, Amendment or Cancellation of Agrcenrent, provides that the agreement may be extended by mutual consent of the parties in the manner provided by the Government Code. The state statutes pertaining to development 3122 02 10061-00002 S \I 52 ( ORRV02030020 L CR doe :A.4R G t 2002 /A 55, TS ` 7/2/2002 S„�,� S; loc,, �- H 2 b HEWITT & O'NE1L 1.LP ATTORNEYS AT LAW THIA M COCIIRAN JOHN D. HUDSON Y� F)EAN DLINN-RANKIN 19900 Nl,, AR'iIIUR [3OIIL[ PARD, St' IIE 1050 STEVEN 6. IMCcH::OO�OF SANDRA A (iALI E IRVINE, CALIFORNIA 92612 DENNIS D. D'NhIL WILLIAM E- IIALLL (949) 79$-0500 - (949) 798-0511 (FAX) JAY F. PALCIRKDFF ANDREW K. I TART/I II I MAIL PAULA. ROWE HUGH IILwFFI WILLIAM L. TWOMEY IAWRFNCFJ HILTON WRITERS DIRECT DIAL (949)798-0734 JOHN P. YEAGER EMAIL: doneilOhewinoneiLcom March 22, 2002 William M. Huber Director of Engineering & Building City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Re: Extension of the Term of the Pacific Point Development Agreement Dear Mr. Huber: I am writing this letter to you on behalf of my client, SJD Partners, the successor - in -interest under a Development Agreement entered into with the City of San Juan Capistrano having an effective date of August 6, 1992. This Development Agreement has a term of ten years and will expire on August 7, 2002. The Development Agreement vests rights in SJD Partners for development of the Pacific Point project under a Comprehensive Development Plan and associated entitlements, as set forth in the provisions of the Development Agreement. SJD Partners has been prevented from pursuing development of the Pacific Point project due to a number of unforeseen circumstances involving the Meredith Canyon landslides and the litigation resulting therefrom. Unfortunately, even though SJD Partners has prevailed in the original trial, other cases have been filed requiring actions to be taken to defend. SJD Partners is therefore in jeopardy of losing valuable vested development rights, including the extension of the tern of Tentative Tract Map No. 14196, should the term of the Development Agreement expire. The following are sections in the Development Agreement which can be used by the City in extending its temi- SJD Partners is respectfully requesting that the City follow one of these procedures to extend the term of the Development Agreement. We believe that it is also in the best interests of the City to maintain the effectiveness of the Development Agreement until the pending litigation involving the enforcement of the Development Agreement has been finally decided. I . Section 4.3 of the Development Agreement, Amendment or Cancellation of Agrcenrent, provides that the agreement may be extended by mutual consent of the parties in the manner provided by the Government Code. The state statutes pertaining to development 3122 02 10061-00002 S \I 52 ( ORRV02030020 L CR doe :A.4R G t 2002 \Villiam M. Huber March 22, 2002 Page 2 agreements are fouUd in Sections 65864 through 65869.5 of the California Government Code. Section 65868 provides that a development agreement may be amended by the same procedures required for approving a development agreement. This would require a noticed public hearing before the Planning Commission and a noticed public hearing before the City Council. The development agreement amendment would be approved by ordinance requiring two readings and then a 30 -day "referendum period" before the development agreement amendment ordinance went into effect. This process would take a minimum of 90 days. 2. Section 4.4 of the Development Agreement, Unforeseen Circumstances, sets forth a procedure for the City Council to hold a hearing and make findings that "unforeseen circumstances" that threaten the immediate physical health and safety of the City necessitate the modification, suspension or termination of the Development Agreement. The Orange County Superior Court recently granted a writ of mandate based on the petitioners' assertions that the FIR for the Pacific Point project required SJD Partners to stabilize the slope below the petitioners' property by construction of a buttress before undertaking any grading activities. The Court has ruled that the City had a ministerial duty to enforce the provisions of the Development Agreement which incorporated the provisions of the FIR. Pending a resolution of the writ proceedings, it can be argued under Section 4.4(iii) that the City has an obligation to develop an "equitable program" to adjust the obligations of the Owner to meet the changed circumstances which could include extending the term of the Development Agreement. 3. Section 9.4 of the Development Agreement, Enforced Delay, Extension of Time of Performance, states that neither party shall be deemed to be in default of the Development Agreement where delays are due to ... the existence of unforeseen circumstances, litigation, or similar reasons for excused performance. An extension shall commence to run from the time of commencement of the cause of the delay. It can reasonably be argued that the May 1998 landslide and resulting litigation triggered the force majeure provisions under Section 9.4 of the Development Agreement. If SJD Partners intends to pursue an extension of the term of the Development Agreement by invoking the Section 9.4 delay provisions, a letter would be sent to the City Council stating the facts causing the delay and the time period when the tolling of the term of the Development Agreement should commence. A request would be made that the City Manager sign a copy of the letter acknowledging agreement by the City. A copy of the letter should be agendized on a City Council meeting agenda as a consent, receive and file item. 4. Section 8 of the Development Agreement, Annual Review, sets forth a procedure whereby the City conducts an annual review of the developer's good faith substantial compliance with the tem -is and conditions of the Development Agreement. Although it is not specifically spelled out in this Section 8 and subsections 8.1, 8.2 and 8.3, the City could use this procedure for modifying the term for compliance with the provisions in the Development Agreement. This would be an administrative staff review not involving the City Council, although the City Council should be notified of the results of the Annual Review. Failure to review the Development Agreement annually according to Section 8.6 shall not constitute a default by the developer. 711202 10061 -00002 s ,1 �2 c ORk' 02030020 I TR doe y William M. Huber March 22, 2002 Page 3 5. _ Section 1 1.11 of the Development Agreement, Operating Memoranda and Amendments, sets forth a procedure to effectuate changes or adjustments in the Development Agreement through the preparation of "operating memoranda" approved by the Owner and by the Planning Director on behalf of the City. The parties acknowledge in the memoranda that the passage of time has demonstrated that changes are necessary and appropriate with respect to either party's performance under the Development Agreement. The approved operating memorandum is attached to the Development Agreement as an addendum and becomes a part of the Development Agreement, but is technically not considered an amendment to the Development Agreement. The operating memoranda procedure does not require any notice or bearings before the Planning Commission and/or City Council. Section 11.11 allows for the operating memoranda to modify the Development Agreement, except with regards to: (i) any alteration of permitted uses; (ii) any increase in density or intensity of the land uses; (iii) any increase in the height and size of permitted buildings; and (iv) deletion of reservation requirements. These exceptions require a formal amendment to the Development Agreement pursuant to Section 65868 of the Government Code. The term of the Development Agreement could be extended by the procedures set forth in this Section. A formal amendment to the Development Agreement under the procedures set forth in Government Code Section 65868 is the most appropriate way to extend the term of the Pacific Point Development Agreement. However, the other procedures not involving the public hearings for extending the term of the Development Agreement as outlined in this memorandum are certainly worth considering. I believe, if properly documented, the administrative procedures for extending the term of the Development Agreement would be binding on the parties. SJD Partners appreciates your review and consideration of this request. Very truly yours, Dennis D. O'Neil DDO/clt cc: Bruce Elieff Ron Freeman Brad Gates 3/22.02 10061-00002 ., 152'('ORRV02030020 LTR doe MEMORANDUM September 4, 1998 TO: Cheryl Johnson, City Clerk FROM: Sam Shoucair, Senior Engineer SUBJECT: Tract 14196, SunCal (SJD Partners, LTD.), Storm drain Improvement, Bond Submittal. Please find attached, for your file, the Statutory Performance Bond and Labor & Material Bond, in an amount of $255,925.00 for certain storm drain trunk lines within the subject Tract. SS Attachment Dawn Schandrel AMM I mmvoenno mauISM u 1961 1776 M MM June 18, 1997 Mr. Michael J. Schlesinger Pacific Point Partners, L.P. 2280 University Drive, Suite 207 Newport Beach, California 92660 Re: Assignment of Development Agreement - Pacific Point Partners Dear Mr. Schlesinger: MEMBERS OF THE CITY COUNCIL COLLENE CAMPBELL JOHN GREINER WYATT HART GIL JONES DAVID M. SWERDLIN CITY MANAGER GEORGESCARBOROUGH At their meeting of June 17, 1997, the City Council of the City of San Juan Capistrano confirmed the actions of the City Manager in approving the transfer of the assignment of the Development Agreement for Pacific Point from CWC, Incorporated, purchaser of the property) to SJD Partners, Ltd. This action was consistent with direction approved by Council on June 3, 1997. Two fully -executed copies of the Agreement are enclosed for your files. Please feel free to contact us if you need any additional information. Very truly yours, Cheryl Johnson, CMC City Clerk Enclosure cc: Planning Director 32400 PASEO ADELANTO, SAN JUAN CAPISTRANO, CALIFORNIA 92675 0 (714) 493-1171 8. a *% 0 extended to June 30,1998. The Mayor was authorized to execute the agreement on behalf of the City. As set fo h in the Report dated June 17, 1997, from the Engineering and Building Director, the followResolution was adopted certifying the existence of the City's Pavement Management rogram: 11�00-1 I NO, 97-6-17-1 PAVEMENT MANAGEMENT PROGRAM - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SA UAN CAPISTRANO, CALIFORNIA, CERTIFYING THE EXISTENC OF A PAVEMENT MANAGEMENT PROGRAM Staff was authorized to submit\he Measure M eligibility package As set forth in the Report dated June 17, 199 , from the Acting Director of Public Lands and Facilities, the License Agreement with Sotlkh Coast Farms for management of the Kinoshita Farm Agricultural Preserve for the perlqd of July 1, 1997, through June 30, 1998, at a compensation to the City and Agency in the ount of $44,000, was approved. The Mayor and the Chairman of the Redevelopment Ancy were authorized to execute the agreement. The following items were removed from the Consent Calendar: Mayor Swerdtin advised that the "Deferral of Development Taxes and Fee Agreement," with Fluidmasters, Inc., which would allow deferral of approximately 98,208 in development fees and taxes for a period of not more than 365 days from t e date of issuance of a formal Certificate of Occupancy, had been withdrawn from consid ration at this meeting. Written Communications: Report dated June 17, 1997, from the Planning Director. City Council Minutes -6- 6/17/97 0 Confirmation of City Manager royal: The City Manager's approval was confirmed to transfer assignment of the Development Agreement for the Pacific Point portion of the Forster Canyon Planned Community from CWC, Incorporated, who purchased the "Pacific Point" property, to their designated entity, SJD Partners, Ltd. SJD Partners, Ltd. is a California limited partnership formed by SunCal Companies, who will develop the property and carry forth the rights and obligations contained in the agreement. This action is consistent with Council direction of June 3, 1997. Council Member Campbell abstained due to a potential conflict of interest relating to the proximity of the project to her residence. Consideraitipn of proposed operating budget for Fiscal Year 1997-98, as continued from the meeting of J e 3, 1997. Report dated June1997, from the Administrative Services Director, providing an overview of General Fun revenues and expenditures, the Water Enterprise Operating Fund Budgets, and other Opera' g Fund Budgets. The Public Hearing will be continued for recommended adoption on Ju 1, 1997. The Director of Administrative Servkes made an oral presentation Continuation of Hearing: Notice having been given as required by law, or Swerdlin opened the Public Hearing and, there being no response, it was moved by Cou cil Member Jones, seconded by Council Member Greiner and carried with Council Memb Hart absent, to continue the Public Hearing to the meeting of July 1, 1997. 2. REVIEW OF CAPITAL IMPROVEMENT BUDGET FO THE SEVEN YEARS BEGINNING JULY 1 1997 AND ENDING JUNE 30 200 330.40 Proposal: Consideration of proposed 1997-2004 Capital Improvement ProgrX dget, as continued from the meeting of June 3, 1997. Written Communications: Report dated June 3, 1997, from the Engineering and Building Director, to arding the proposed 7 -year Capital Improvement Program, which also includes Water Distri projects. The Public Hearing will be continued for recommended adoption on July 1, 1997. City Council Minutes -7- 6/17/97 0 AGENDA ITEM June 17, 1997 TO: George Scarborough, City Manager FROM: Thomas Tomlinson, Planning Director SUBJECT: Confirmation of City Manager Approval of Assignment of Development Agreement from Pacific Point Partners, L.P. to SJD Partners, Ltd. for that portion of the Forster Canyon Planned Community known as "Pacific Point". RECOMMENDATION By Motion, confirm the action of the City Manager approving the transfer of assignment of the Development Agreement for Pacific Point from CWC, Incorporated (purchaser of property) to SJD Partners, Ltd., consistent with the Council action of June 3, 1997. A. APPLICANT/PROPERTY OWNER Pacific Point Partners, L.P. c/o Michael J, Schlesinger 2280 University Drive, Suite 207 Newport Beach, California 92660 B. SUMMARY AND RECOMMENDATION - In accordance with the provisions of approved Development Agreement with Pacific Point Partners related to the rights and obligations of the applicant to develop the Pacific Point portion of the Forster Canyon Planned Community a request for assignment of the agreement has been submitted for City approval. Under paragraph 4.2 of the agreement... "Any assignment shall be subject to the provisions of the Agreement and to the prior written consent of City, which shall not be unreasonably withheld'. The property owner has requested that assignment for carrying forth the rights and obligations contained in the agreement be transferred from CWC, Inc. (purchaser of the project), a subsidiary of SunCal Companies, to SID Partners, Ltd., a California limited partnership who will be developing the project.. On June 3, 1997, the Council approved the concept of this assignment contingent upon review and approval of the equity partner by the City Manager, subject to confirmation of said action by the City Council. The purpose of this final review is to insure that the equity partner has the financial resources to undertake the obligations contained in the Development Agreement. SunCal's co -investor in the project will be Lehman Brothers. Lehman Brothers is a major Wall Street investment bank which is ranked 92 in fixed income trading, #3 in stock trading volume, 94 in mergers and acquisitions, and has completed over $1.2 billion of investments as a merchant banker. The 1996 balance sheet reports over $128 billion in assets FOR CITY COUNCIL AOE16 0 0 AGENDA ITEM -2- June 17, 1997 and stockholders' equity of almost $4.0 billion. The City Manager and City Attorney have reviewed the financial viability of the equity partner and have determined that adequate financial resources are available to the partnership to complete the duties, responsibilities and obligations contained in the Development Agreement. Therefore, it is recommended that the Council confirm the action of the City Manager to approve the assignment of the Development Agreement. C. STAFF ANALYSIS - Under the provisions of the Development Agreement specific benefits have been outlined that would accrue to both the City and the property owner. By the assignment of the agreement, the new property owner is taking on those obligations and is assured the right to develop the property in accordance with the provisions of the Comprehensive Development Plan and existing approvals previously granted by the City. If the new property owner desires to modify any of these prior approvals, they are required to be processed in accordance with the provisions of the Comprehensive Development Plan and/or applicable Municipal Code provisions. Staff continues to support the prior development approvals and the regulations and standards that have been applied to the property to insure a project design that is consistent with both the General Plan and representations and expectations of the surrounding area that participated in consideration of these prior approvals. The assignment agreement refers to exhibit "A" which is the legal description contained in the Development Agreement previously distributed with the June 3, 1997 and has not been included with this agenda item. The City Manager and City Attorney have reviewed the financial qualifications and ability of the partnership to carry forth the duties, responsibilities and obligations contained in the Development Agreement. Based upon this review, the City Manager has approved the assignment subject to final confirmation by the Council. The new owners have stated their intent to move immediately to start construction during the first part of July. COMMUNITY REDEVELOPMENT AGENCY Portions of the property are located within the Community Redevelopment Agency Central Project Area. The assignment of the Development Agreement will not change any of the existing approvals or development regulations that apply to the property. OTHER COMMISSION/COMMITTEE RECOMMENDATIONS None required. PUBLIC NOTIFICATION None required. Again the change in ownership does not waive any of the provisions of the Development Agreement. 0 0 AGENDA ITEM -3- June 17, 1997 FINANCIAL CONSIDERATIONS Assignment of the Development Agreement continues the financial arrangements for dedications and improvements contained in both the Forster Canyon Planned Community Comprehensive Development Plan and the contents of the agreement. ALTERNATE ACTIONS Confirm the assignment of the Development Agreement to CWC, Incorporated. 2. Continue the item and request additional information. RECOMMENDATION By Motion, confirm the action of the City Manager approving the transfer of assignment of the Development Agreement for Pacific Point from CWC, Incorporated (purchaser of property) to SJD Partners, Ltd., consistent with the Council action of June 3, 1997. Respectfully submitted, Thomas Tomlinson, Planning Director C:\WPWfN60\WPDOCS\CCRPT\PACPNT6.17 \PACPNT6.17 Attachment: 1. Letter dated May 16, 1997 from Pacific Point Partners, L.P. 2. Assignment Agreement 0 11 PACIFIC POINT PARTNERS, L.P. 2280 UNIVERSITY DRIVE, SUITE 207 NEWPORT BEACH, CA 92660 TEL. (714) 631-4270 . FAX (714) 631-4202 May 16,1997 Tom Tomlinson City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano. CA 92675 re: Pacific Point/Assignment of Development Agreement Dear Tom: We are pleased to announce SunCal's formation of a new California limited partnership, SJD Partners, Ltd., who will be developing the Pacific Point project. SunCal's co -investor in the project will be Lehman Brothers. Lehman Brothers is a major Wall Street investment bank which is ranked #2 in fixed income trading, #3 in stock trading volume, #4 in mergers and acquisitions, and has completed over $1.2 billion of investments as a merchant banker. Lehman Brothers is a firm with worldwide offices and operations. The 1996 balance sheet reports over $128 billion in assets and stockholders' equity of almost $4 billion. Lehman Brothers is a public company listed on both the New York and Pacific Stock Exchanges under the symbol LEH. The company reports over 30,000 stockholders. Enclosed please find three executed originals of the Assignment of Development Agreement. In order to close escrow by our scheduled date of June 19, it is imperative that the City Council take final action on this assignment during their June 17 meeting. Please let me know if you require additional information. Thank you for your cooperation. Sincerely, Michael J. Schl Inger for PACIFIC POINT PARTNERS, L.P. cc: George Scarborough w/o encl. ATTACHMENT 1 0 0 ASSIGNMENT OF DEVELOPMENT AGREEMENT THIS ASSIGNMENT OF DEVELOPMENT AGREEMENT ("Assignment"), is entered into effective as of the "Effective Date' (as that term is defined below), by and between (i) Pacific Point Partners, L.P., a California limited partnership ("Assignor"), (ii) SJD Partners, Ltd., a California limited partnership ("Assignee"), and (iii) the City of San Juan Capistrano, a municipal corporation ("City"). RECITALS A. Pursuant to that certain Agreement for Purchase and Sale of Real Property and Escrow Instructions by and between Assignor, as Seller, and CWC, Inc., a California corporation ("CWC"), as Buyer, dated as of February 25, 1997, as amended by that certain First Amendment to Purchase and Sale Agreement and Escrow Instructions, dated as of March 31, 1997 (the "Purchase Agreement"), Assignor has agreed to sell to CWC that certain real property located in the City of San Juan Capistrano, County of Orange, State of California, which real property is more particularly described in Exhibit 'A". attached hereto and incorporated herein by this reference (the "Pacific Point Project"). B. Assignor, as Owner, entered into that certain Development Agreement for the Pacific Point Project, dated effective as of August 6, 1992 ( the "Development Agreement") with the City, which Development Agreement affects the Pacific Point Project. C. Pursuant to the Purchase Agreement, Assignor is to assign all of Assignor's rights and obligations under the Development Agreement to CWC or an entity designated by CWC, and CWC or such entity so designated is to assume all of Assignor's rights and obligations under the Development Agreement from Assignor, as set forth hereinbelow. D. CWC has assigned all of its rights and obligations under the Purchase Agreement to the Assignee pursuant to an Assignment of Purchase Rights, effective as of the Effective Date (the "CWC Assignment"). E. Pursuant to the Development Agreement, an assignment of any portion of the Development Agreement must be pursuant to the assignment of all or a portion of the Pacific Point Project, and such assignment must be pursuant to the City's written consent. F. The parties now desire to enter into this Assignment upon such terms and conditions as are hereinafter set forth. NOW THEREFORE, with reference to the foregoing Recitals, in consideration of the mutual covenants herein contained, and for other good and valuable ATTACHMENT 2 consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee hereby agree as follows: 1. Incorporation of Recitals. The parties hereby incorporate into the terms of this Assignment each and every one of the Recitals contained in paragraphs A through F, inclusive, above, as though fully set forth herein. 2. Assignment and Succession to Rights and Obligations. Assignor hereby absolutely and unconditionally assigns, conveys and transfers to Assignee, and Assignee hereby expressly and unconditionally accepts and assumes, all of Assignor's rights and obligations under the Development Agreement as and to the extent such rights and obligations arise following the Effective Date of this Assignment. 3. Consent to Assignment: Release. Pursuant to Section 4.2 of the Development Agreement, (i) City hereby consents to this Assignment by the Assignor of all of Assignor's rights and obligations under the Development Agreement and Assignee's assumption of such rights and obligations; and (ii) City hereby releases Assignor from the performance of the Assignor's obligations under the Development Agreement for which the time of performance has not yet occurred as of the Effective Date. 4. Representations and Warranties of Assignor. Assignor hereby represents and warrants to Assignee as follows: a. Assignor has the right, power, authority and capacity to execute, deliver and perform Assignor's obligations under this Assignment; and b. Assignor has not previously assigned or encumbered any of its rights or interests under the Development Agreement to any person or entity. 5. Close of Escrow Contingency. The parties hereby agree that a contin- gency to the effectiveness of this Assignment is that Assignor and Assignee complete the sale of the Pacific Point Project pursuant to the Purchase Agreement. The date of the close of the escrow thereunder shall be the "Effective Date' of this Assignment. If the escrow does not close, the parties agree that this Assignment shall be of no force or effect. 6. Notices. Assignor and City hereby agree that all future notices to the Owner (as that term is defined in the Development Agreement) pursuant to Section 11.13 of the Development Agreement shall be addressed as follows: SJD Partners, Ltd. c/o SunCal Companies 550 West Orangethorpe Placentia, California 92670 Attention: Mr. Bruce Elieff 2 With copy to: Voss, Cook & Thel LLP 840 Newport Center Drive, Suite 700 Newport Beach, California 92660 Attention: Bruce V. Cook, Esq. 7. Miscellaneous. a. Interpretation: Governing Law. This Assignment shall be construed according to its fair meaning and as if prepared by both parties hereto. This Assignment shall be construed in accordance with laws of the State of California. Any action shall be brought in a court of competent jurisdiction located in Orange County, California. b. Attorneys' Fees. In the event of any dispute between the parties hereto or the institution of any action or proceeding to interpret or enforce this Assignment, or arising out of the subject matter of this Assignment or the transactions contemplated hereby, the prevailing party shall be entitled to recover its reasonable expenses, attorneys' fees and costs, including profes- sional or expert consultation or testimony and paralegal fees, both at trial and on any appeal and in any administrative proceeding. C. Authority and Capacity. Each of the persons signing this Assignment represents and warrants that he or she is authorized to execute and deliver this Assignment and that this Assignment will be binding upon the party for whom such person has signed, and that the signature of no other party or person is required in order to bind such party. Each person executing this Assignment on behalf of a corporation represents and warrants that he or she is duly authorized to execute and deliver this Assignment on behalf of such corporation in accordance with authority granted under the formation documents of such entity, and by a duly passed resolution of its Board of Directors, that all conditions to the exercise of such authority have been satisfied, and that this Assignment will be binding upon such entity in accordance with its terms. d. Execution in Counterparts. This Assignment may be executed in several counterparts, and all so executed shall constitute one agreement binding on all parties hereto, notwithstanding that all parties are not signatories to the original or the same counterpart. e. Titles and Captions. Titles and captions are for convenience only and shall not constitute a portion of this Assignment. As used in this Assignment, masculine, feminine or neuter gender and the singular or plural 91 E number shall each be deemed to include the others wherever and whenever '^ the context so dictates. IN 'WITNESS WHEREOF, the parties have executed this Assignment to be effective as of the Effective Date. "Assignor" Pacific Point Partners, L.P., a California limited partnership By: One Chestnut, Inc., a Delaware corpqoXation, General Partner) By: Its: pi�s: 4,/ „Assignee' 5 "3 D Vd L: -T D. a cAli . 9w0.kvlp.y'r gY: 53D veo o��,e.� t c4v-y•/u C�I• r�QR By: Its: C�e✓i e --d l l�ac7,kN e2 ..City. City of San Juan Capistrano, a municipal corporation LE Name: Its: ATTEST: By: Name: City Clerk I HEREBY APPROVE the form of the foregoing of this Assignment this _ day of —1997. By: ^ Name: City Attorney Exhibit "A" - Legal Description of the Pacific Point Project S C.LLJP� MENT }AffSNERS/Docweenb/Awp. of O - Ay. 6 June 10, 1997 Mr. Michael J. Schlesinger Pacific Point Partners, L.P. 2280 University Drive, Suite 207 Newport Beach, California 92660 Jam.► � I� ` Iplp AlplAlfp fsnuuul 1961 1776 Re: Agsignment of Development Agreement - Pacific Point Partners Dear Mr. Schlesinger: MEMBERS OF THE CITY COUNCIL COLLENE CAMPBELL JOHN GREINER WYATT HART GIL JONES DAVID M. S W ERDLIN CITY MANAGER GEORGE SCARBOROUGH At their meeting of June 3, 1997, the City Council of the City of San Juan Capistrano received a request for assignment of the Pacific Point Development Agreement from Pacific Point Partners, L.P. to CWC, Incorporated. The City Council subsequently adopted Resolution No. 97-6-3-7, approving the concept of transferring assignment of the Development Agreement, subject to approval of the equity partner by the City Manager and confirmation by the City Council. A copy of Resolution No. 97-6-3-7 is enclosed for your information. An item has been scheduled on the June 17, 1997 Agenda relating to the proposed assignment. A copy of that Agenda and Staff Report will be forwarded under separate cover. Please feel free to contact Tom Tomlinson if you have any questions. Very truly yours, QiL-- Che ryl John n, / C City Clerk Enclosure cc: Planning Director 32400 PASEO ADELANTO, SAN JUAN CAPISTRANO, CALIFORNIA 92675 0 (714) 493-1171 consolidation were to go forth. Three areas were small and a service agreement with Moulton Niguel was in the final stages. The fourth area was in Dana Point and a satisfactory agreement for services had not been reached due to certain costs that would be associated with serving that area. He discussed an alternative that would provide for merger of employees and facilities and provide for a contract between the City and the present Water District for operations and maintenance. Mr. Scarborough indicated this alternative would retain all the anticipated cost savings and would be in the best interests of the customers. Council Member Campbell stated opposition to any action that would increase rates for City residents. Council Member Jones noted that the Local Agency Formation Commission had recommended that the City continue negotiating with the City of Dana Point and in the meantime work with the Municipal Water District of Orange County. He cited support for withdrawing the application before the Local Agency Formation Commission. Council Member Hart concurred, noting that the purpose behind the proposed merger had been for efficiency and cost savings for the rate payers. Council Member Greiner also concurred in supporting the City staff recommendation to pursue an operations and maintenance Agreement with the Capistrano Valley Water District, rather than a merger through the Local Agency Formation Commission process. Mayor Swerdlin concurred that merging the Capistrano Valley Water District with the City through an operations and maintenance agreement appeared to be the best avenue due to savings to the rate payers; however, he also felt it was important for the Local Agency Formation Commission to start its first consclidation of water districts. He recommended that Council approve an operation and maintenance agreement, but also run a parallel course with the Local Agency Formation Commission for the consolidation as previously recommended by the Local Agency Formation Commission staff. Termination of Local Agency Formation Commission Proceedings/Initiation of Agreement: It was moved by Council Member Jones, seconded by Council Member Hart, and carried with Mayor Swerdlin voting in the negative, to direct staff to take the necessary steps to terminate the Local Agency Formation Commission proceedings and develop an Operation and Maintenance Agreement between the City and the Capistrano Valley Water District. PLANNING DIRECTOR I. ASSIGNMENT OF PACIFIC POINT DEVELOPMENT AGREEMENT TO CWC. INCORPORATED (CONTINUED FROM MAY 20,1997) (600 30) / ,Council Member Campbell indicated she would abstain on this item due to the project's proximity to her residence. City Council Minutes -10- 6/3/97 0 Written Communications: Report dated May 20, 1997, and resubmitted June 3, 1997, advising that Pacific Point Partners, L.P., had requested assignment of the Pacific Point Development Agreement, which covers that portion of the Forster Canyon Planned Community known as 'Pacific Point," to CWC, Inc., a California Corporation and subsidiary of SunCal Companies. The Planning Director made an oral report. Adoption of Resolution Approving Assignment of Agreement: It was moved by Council Member Jones, seconded by Council Member Hart, that the following Resolution be adopted: RESOLUTION NO. 97-6-3-7. ASSIGNMENT OF PACIFIC POINT DEVELOPMENT A . E .M .NT TO CWC. INCORPORATED - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN JUAN CAPISTRANO, CALIFORNIA, APPROVING THE ASSIGNMENT OF THE RIGHTS AND OBLIGATIONS CONTAINED IN THE DEVELOPMENT AGREEMENT APPROVED JULY 16, 1992, BETWEEN THE CITY AND PACIFIC POINT PARTNERS, L.P., TO CWC, INCORPORATED, EFFECTIVE AS OF THE DATE THAT TITLE IS TRANSFERRED TO CWC, INCORPORATED FOR THAT PORTION OF THE FORSTER CANYON PLANNED COMMUNITY KNOWN AS "PACIFIC POINT" The motion carried by the following vote: AYES: Council Members Jones, Greiner, Hart, and Mayor Swerdlin NOES: None ABSTAIN: Council Member Campbell ABSENT: None 1. INTRODUCTION OF-SEYEN- Written Communications: Report dated June 3, 1997, from the Engineering and Building r forwarding�theproposed 7 -year Capital Improvement Program, which also includes Water Dts o' A public hearing will be scheduled for June 17, 1997. City Council Minutes -11- 6/3/97 0 W"Nelux"3101 TO: George Scarborough, City Manager FROM: Thomas Tomlinson, Planning Director 0 RESUBMITTED JUNE 3, 1997 May 20, 1997 SUBJECT: Request for Assignment of Development Agreement from Pacific Point Partners, L.P. to CWC, Incorporated for that portion of the Forster Canyon Planned Community known as "Pacific Point". By Motion, approve the attached draft resolution approving the concept of transferring assignment of the Development Agreement for Pacific Point to CWC, Incorporated, subject to approval of the equity partner by the City Manager and confirmation by City Council (consent calendar), Pacific Point Partners, L.P. c/o Michael J, Schlesinger 2280 University Drive, Suite 207 Newport Beach, California 92660 B. SUMMARY AND RECOMMENDATION - In accordance with the provisions of approved Development Agreement with Pacific Point Partners related to the rights and obligations of the applicant to develop the Pacific Point portion of the Forster Canyon Planned Community a request for assignment of the agreement has been submitted for City approval. Under paragraph 4.2 of the agreement... "Any assignment shall be subject to the provisions of the Agreement and to the prior written consent of City, which shall not be unreasonably withheld'. The property owner has requested that assignment for carrying forth the rights and obligations contained in the agreement be transferred to CWC, Inc., a California corporation, a subsidiary of SunCal Companies. Staff has been in discussions with the potential new owners of the property and going over the obligations contained in the agreement, along with their intentions to develop the property. It is recommended that in accordance with the provisions of the Development Agreement that the City Council approves in concept the assignment of the rights and obligations to CWC, Incorporated. This assignment is contingent upon review and approval of the equity partner by the City Manager, subject to confirmation of said action by the City Council. The purpose of this final review is to insure that the equity partner has the financial resources to undertake the obligations contained in the Development Agreement. FOR CITY COUNCIL AGEND)"iV (5 �� 0 AGENDA ITEM -2- May 20, 1997 C. STAFF ANALYSIS - Under the provisions of the Development Agreement specific benefits have been outlined that would accrue to both the City and the property owner. By the assignment of the agreement, the new property owner is taking on those obligations and is assured the right to develop the property in accordance with the provisions of the Comprehensive Development Plan and existing approvals previously granted by the City. If the new property owner desires to modify any of these prior approvals, they are required to be processed in accordance with the provisions of the Comprehensive Development Plan and/or applicable Municipal Code provisions. Staff continues to support the prior development approvals and the regulations and standards that have been applied to the property to insure a project design that is consistent with both the General Plan and representations and expectations of the surrounding area that participated in consideration of these prior approvals. Attached is a copy of the executed Development Agreement for Council review (due to the size of the document, copies have been provided to the City Council, copies of the agreement are available at the City Clerk's Office). In regards to the parent firm, SunCal Companies, this fiill-service real estate development firm established in 1973. Since its inception, SunCal has been involved in the development of more than 7,850 lots, single family homes, condominiums and apartments. SunCal is currently in the process of developing in excess of 4,500 single family lots throughout Southern California with an aggregate value of $325,000,000. A more complete description of SunCal is provided with attachment 4 to this report. As with most developments, an equity partner is brought into the development team to provide the necessary financial support to complete the project. It has been requested that the City Council approve the assignment to CWC., Incorporated, with assignment of the equity partner to be approved by the City Manger. It is recommended that the general process is acceptable, with the confirmation of the City Manager's action by the City Council as a consent item. This process allows the City Manager to confirm the financial viability of the proposed equity partner to meet the obligations of the development agreement with a formal notification to City Council. This latter process has been recommended to assure the Council that such a large scale project for the community will be successfully completed. COMMUNITY REDEVELOPMENT AGENCY Portions of the property are located within the Community Redevelopment Agency Central Project Area. The assignment of the Development Agreement will not change any of the existing approvals or development regulations that apply to the property. OTHER COMMISSION/COMMITTEE RECOMMENDATIONS None required. PUBLIC NOTIFICATION AGENDA ITEM -3- May 20, 1997 None required. Again the change in ownership does not waive any of the provisions of the Development Agreement. FINANCIAL CONSIDERATIONS Assignment of the Development Agreement continues the financial arrangements for dedications and improvements contained in both the Forster Canyon Planned Community Comprehensive Development Plan and the contents of the agreement. ALTERNATE ACTIONS Approve the concept of assignment of the Development Agreement to CWC, Incorporated, subject to approval of the equity partner by City Manager and confirmation by City Council. 2. Approve the assignment of the Development Agreement to CWC, Incorporated. Continue the item and request additional information. RECOMMENDATION By Motion, approve the attached draft resolution approving the concept of transferring assignment of the Development Agreement for Pacific Point to CWC, Incorporated, subject to approval of the equity partner by the City Manager and confirmation by City Council (consent calendar). Respectfully submitted, Thomas Tomlinson, Planning Director C:\WPWIN60\WPDOCS\CCRPTTACPNT4.15 Attachment: 1. Draft City Council Resolution Approving Assignment Agreement. 2. Approved Development Agreement (copies provided to City Council, other copies are available at the City Clerk's Office). 3. Letter requesting assignment from Pacific Point Partners. 4. Description of SunCal Companies. 367 30 RESOLUTION NO. 97-6-3-7 ASSIGNMENT OF PACIFIC POINT DEVELOPMENT AGREEMENT TO CWC. INCORPORATED A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN JUAN CAPISTRANO, CALIFORNIA, APPROVING THE ASSIGNMENT OF THE RIGHTS AND OBLIGATIONS CONTAINED IN THE DEVELOPMENT AGREEMENT APPROVED JULY 16, 1992, BETWEEN THE CITY AND PACIFIC POINT PARTNERS, L.P., TO CWC, INCORPORATED, EFFECTIVE AS OF THE DATE THAT TITLE IS TRANSFERRED TO CWC, INCORPORATED FOR THAT PORTION OF THE FORSTER CANYON PLANNED COMMUNITY KNOWN AS "PACIFIC POINT" WHEREAS, on July 16, 1992, the City Council approved a Development Agreement between the City and Pacific Point Partners, L.P., setting forth rights and obligations for the ultimate development of the Pacific Point portion of the Forster Canyon Planned Community; and, WHEREAS, in accordance with paragraph 4.2 of said Development Agreement, Pacific Point Partners, L.P. has requested assignment of the Development Agreement to CWC, Incorporated; and, WHEREAS, CWC, Incorporated has agreed to fulfill all the rights and obligations as contained in the approved Development Agreement; and, WHEREAS, the proposed project entitlement as identified in the Development Agreement has been previously processed pursuant to Section 9-2.301, Development Review, of the Municipal Code and the adopted Forster Canyon Planned Community, and remains consistent with all applicable provisions of both the Municipal Code and General Plan; and, WHEREAS, the Environmental Administrator has considered the request for assignment of the rights and obligations contained in the adopted Development Agreement pursuant to Section 15070 of the California Environmental Quality Act and has determined that the previously - prepared and certified Final Environmental Impact Report adopted at the time of the approval of the Development Agreement adequately addresses the potential impacts associated with the approved project entitlement and has identified specific mitigation measures to mitigate the project's entitlement, and therefor qualifies for use of a single EIR and has otherwise complied with all applicable provisions of the California Environmental Quality Act. NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of San Juan Capistrano does hereby make the following findings: 1. The adopted Development Agreement and underlying entitlement remain consistent with the policies and objectives of the San Juan Capistrano General Plan. -1- MIJ 0 0 2. The adopted Development Agreement and underlying entitlement remain consistent with all applicable provisions of the Land Use Code and Forster Canyon Planned Community subject to mitigation measures and conditions cited by certified Final Environmental Impact Report for the Forster Canyon Planned Community (Pacific Point portion); and, 3. The assignment of the rights and obligations of the Development Agreement to CWC, Inc., will continue to insure the orderly development of the property and implementation of all mitigation measures that apply to the property. BE IT FURTHER RESOLVED that the City Council of the City of San Juan Capistrano does hereby approve the assignment of the Development Agreement between the City of San Juan Capistrano and CWC, Incorporated per Exhibit "A", attached, concurrently with the transfer of title from Pacific Point Partners, L.P. PASSED, APPROVED, AND ADOPTED this 3rd day of June 11997. DAVID M. SWERDLIN, MAYOR ATTEST: -2- 369 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. 97-6-3-7 adopted by the City Council of the City of San Juan Capistrano, California, at a regular meeting thereof held on the 3rd day of ,Tune 1997, by the following vote: AYES: Council Members Jones, Greiner, Hart and Mayor Swerdlin NOES: None ABSTAIN: Council Member Campbell ABSENT: None (SEAL) CHERYL JO SOi , CITY CLERK -3- 374 THE LAND REFERRED TO THOSE PORTIONS OF LOTS 5 AND 8, IN THE ORANGE, STATE OF CALIFORNIA, AS SHOWN RECORD OF SURVEYS IN THE OFFICE OF THE CALIFORNIA, DESCRIBED AS FOLLOWS: PARCEL A: PARCEL A-1: IS DESCRIBED AS FOLLOWS: CITY OF SAN JUAN CAPISTRANO, COUNTY OF ON A MAP FILED IN BOOK 4, PAGE 15 OF COUNTY RECORDER OF ORANGE COUNTY, BEGINNING AT THE INTERSECTION OF THE NORTHEASTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED AS PARCEL 8, IN THE CITY OF SAN JUAN CAPISTRANO, COUNTY OF ORANGE, STATE OF CALIFORNIA, IN THE DEED RECORDED OCTOBER 6, 1930 IN BOOK ,428, PAGE 75 OF OFFICIAL RECORDS, WITH THE CENTERLINE OF THE CALIFORNIA STATE HIGHWAY (106 FEET WIDE), AS DESCRIBED IN THE QUITCLAIM DEED RECORDED DECEMBER 29, 1944 IN BOOK f287, PAGE 462 OF OFFICIAL RECORDS; THENCE FROM SAID POINT OF BEGINNING, SOUTH 64 DEGREES 06 MINUTES 40 SECONDS EAST ALONG SAID NORTHEASTERLY LINE, 947.49 FEET TO A POINT; THENCE SOUTH 25 DEGREES 53 MINUTES 20 SECONDS WEST 380.84 FEET TO A POINT; THENCE NORTH 76 DEGREES 24 MINUTES 40 SECONDS WEST 663.39 FEET TO A POINT; THENCE SOUTH 47 DEGREES 34 MINUTES 20 SECONDS WEST 119.84 FEET TO A POINT; THENCE NORTH 20 DEGREES 44 MINUTES WEST 432.01 FEET TO A POINT IN THE CENTERLINE OF SAID CALIFORNIA STATE HIGHWAY; THENCE NORTH 35 DEGREES 49 MINUTES 02 SECONDS EAST ALONG SAID CENTERLINE, 341.93 FEET TO THE POINT OF BEGINNING, BEING A PORTION OF LOT 8 AS SHOWN ON A LICENSED SURVEYOR'S MAP FILED IN BOOK 4. PAGE 15 OF RECORD OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, CALIFORNIA. EXCEPTING THEREFROM THAT PORTION LYING NORTHWESTERLY OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT THE MOST SOUTHERLY CORNER OF THE LAND DESCRIBED IN DEED TO THE STATE OF CALIFORNIA, RECORDED JUNE 13, 1967 IN BOOK 8277, PAGE 568 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE NORTHEASTERLY ALONG THE SOUTHEASTERLY LINE OF SAID LAND, TO ITS INTERSECTION WITH THE SOUTHEASTERLY LINE OF THE LAND DESCRIBED IN DEED TO THE STATE OF CALIFORNIA, RECORDED MAY 16, 1958 IN BOOK 4287, PAGE 239 OF OFFICIAL RECORDS; THENCE NORTHEASTERLY ALONG SAID LAST MENTIONED SOUTHEASTERLY LINE, TO THE INTERSECTION WITH THE NORTHEASTERLY LINE OF THE ABOVE DESCRIBED LAND. PARCEL A-2: BEGINNING AT A POINT WHICH BEARS SOUTH 64 DEGREES 06 MINUTES 40 SECONDS EAST (RECORD SOUTH 64 DEGREES 03 MINUTES 45 SECONDS EAST) 947.49 FEET FROM THE INTERSECTION OF THE NORTHEASTERLY LINE OF A CERTAIN PARCEL OF LAND DESCRIBED AS PARCEL 8 IN THE DEED RECORDED OCTOBER 6, 1930 IN BOOK 428, PAGE 75 OF OFFICIAL RECORDS, WITH THE CENTERLINE OF THE CALIFORNIA STATE HIGHWAY (100 FEET WIDE), AS DESCRIBED IN THE QUITCLAIM DEED RECORDED DECEMBER 29, 1944 IN BOOK 1287, PAGE 462 OF OFFICIAL RECORDS, SAID POINT OF BEGINNING BEING THE MOST EASTERLY CORNER OF THE LAND DESCRIBED IN PARCEL A-1 HEREIN; THENCE FROM SAID POINT OF BEGINNING, SOUTH 25 DEGREES 53 MINUTES 20 SECONDS WEST 380.84 Exhibit A - rafrP 1 373 FEET; THENCE SOUTH 76 DEGREES 24 MINUTES 40 SECONDS EAST 504.26 FEET; THENCE SOUTH 25 DEGREES 51 MINUTES 40 SECONDS EAST 222.39 FEET; THENCE SOUTH 5 DEGREES 07 MINUTES 40 SECONDS EAST 1629.59 FEET TO A POINT IN THE EASTERLY LINE OF LOT 8 AS SHOWN ON A LICENSED SURVEYOR'S MAP FILED IN BOOK 4, PAGE 15 OF RECORD OF SURVEYS IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, CALIFORNIA; THENCE NORTH 22 DEGREES 45 MINUTES EAST 1810.42 FEET TO THE MOST EASTERLY CORENR OF SAID LOT 8; THENCE NORTH 64 DEGREES 06 MINUTES 40 SECONDS WEST (RECORD NORTH 64 DEGREES 03 MINUTES 45 SECONDS WEST) 1407.90 FEET TO THE POINT OF BEGINNING. PARCEL A-3 BEGINNING AT THE INTERSECTION OF THE NORTHEASTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED AS PARCEL 8, IN THE CITY OF SAN JUAN CAPISTRANO. COUNTY OF ORANGE, STATE OF CALIFORNIA, IN THE DEED RECORDED OCTOBER 6, 1930 IN BOOK 428, PAGE 75 OF OFFICIAL RECORDS, WITH THE CENTERLINE OF THE CALIFORNIA STATE HIGHWAY (108 FEET WIDE), AS DESCRIBED IN THE QUITCLAIM DEED RECORDED DECEMBER 29, 1944 IN BOOK 1287, PAGE 462 OF OFFICIAL RECORDS; THENCE FROM SAID POINT OF BEGINNING, NORTH 35 DEGREES 49 MINUTES 02 SECONDS EAST ALONG THE CENTERLINE OF THE CALIFORNIA STATE HIGHWAY, 295.04 FEET TO A POINT NORTH 54 DEGREES 19 MINUTES 50 SECONDS WEST OF THE MOST WESTERLY CORNER OF THE 37.10 ACRE PARCEL OF LAND DESCRIBED AS PARCEL 1 IN THE DEED DATED NOVEMBER 12, 1947 FROM MARCO F. FORSTER AND WIFE, TO ROSENBAUM RANCHO CO., RECORDED DECEMBER 30, 1947 IN BOOK 1613, PAGE 219 OF OFFICIAL RECORDS; THENCE SOUTH 54 DEGREES 19 MINUTES 50 SECONDS EAST 427.04 FEET; THENCE NORTH 81 DEGREES 10 MINUTES EAST 385.20 FEET; THENCE NORTH 35 DEGREES 02 MINUTES 20 SECONDS EAST 497.17 FEET; THENCE SOUTH 22 DEGREES 03 MINUTES 10 SECONDS EAST 1386.08 FEET; THENCE NORTH 64 DEGREES 06 MINUTES 40 SECONDS WEST (RECORD NORTH 84 DEGREES 03 MINUTES 45 SECONDS WEST) 1896.49 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM, ALL THAT PORTION OF SAID LAND LYING WESTERLY OF THE FOLLOWING DESCRIBED LINE, BEING THE EASTERLY LINE OF THE LAND DESCRIBED IN A DEED TO THE STATE OF CALIFORNIA, RECORDED MAY 10, 1958 IN BOOK 4287, PAGE 239 OF OFFICIAL RECORDS. BEGINNING AT THE INTERSECTION OF THE SOUTHWESTERLY LINE OF THE LAND ABOVE DESCRIBED, WITH THE EASTERLY LINE OF SAID LAND TO THE STATE OF CALIFORNIA; THENCE NORTH 14 DEGREES 00 MINUTES 59 SECONDS EAST ALONG SAID EASTERLY LINE OF THE STATE OF CALIFORNIA, TO AN ANGLE POINT THEREIN; THENCE NORTH 35 DEGREES 49 MINUTES 02 SECONDS EAST ALONG SAID EASTERLY LINE, TO THE INTERSECTION OF SAID EASTERLY LINE WITH THE NORTHEASTERLY LINE OF SAID LAND ABOVE DESCRIBED. PARCEL A-4: BEGINNING AT THE MOST EASTERLY .CORNER OF THAT CERTAIN PARCEL OF LAND DESCRIBED IN DEED RECORDED MAY 16, 1958 IN BOOK 4287, PAGE 239, OFFICIAL RECORDS OF SAID ORANGE COUNTY; THENCE SOUTH 36 DEGREES 37 MINUTES 34 SECONDS WEST ALONG THAT CERTAIN COURSE DESCRIBED IN SAID DEED AS HAVING A LENGTH OF 70.25 FEET, A DISTANCE OF 70.25 FEET; THENCE NORTHERLY IN A DIRECT LINE TO THE SOUTHERLY TERMINUS OF THAT CERTAIN COURSE DESCRIBED AS 'SOUTH 14 DEGREES 49 MINUTES 31 SECONDS WEST, 64.42 FEET' IN A DEED FROM THE STATE OF CALIFORNIA, TO NOFIE FAMULARO AND OTHERS, RECORDED IN BOOK 6501, PAGE 603 OF SAID OFFICIAL RECORDS; SAID POINT BEING IN THE SOUTHWESTERLY LINE OF THAT CERTAIN PARCEL OF LAND CONVEYED TO A. E. FARLEY BY DEED RECORDED IN BOOK 2153, PAGE 539 OF SAID OFFICIAL RECORDS; THENCE ALONG SAID SOUTHWESTERLY LINE, SOUTH 53 DEGREES 31 MINUTES 18 SECONDS EAST 28.07 FEET TO THE POINT OF BEGINNING. Exhibit A - page 2 376 • EXCEPTING THEREFROM, ALL MINERALS, OIL, GASES AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, NOT OTHERWISE EXCEPTED, THAT MAY BE WITHIN OR UNDER THE PARCEL OF LAND HEREINABOVE DESCRIBED; WITHOUT, HOWEVER, T14E RIGHT TO DRILL, DIG OR MINE THROUGH THE SURFACE THEREOF. ALSO EXCEPTING THEREFROM, ALL MINERALS, OILS, GASES AND OTHER -HYDROCARBONS BY WHATSOEVER NAME KNOWN, NOT OTHERWISE EXCEPTED, THAT MAY BE WITHIN OR UNDER THE PARCEL OF LAND HEREINABOVE DESCRIBED; WITHOUT, HOWEVER, THE RIGHT TO DRILL, DIG OR MINE THROUGH THE SURFACE THEREOF, SUBJECT TO THE EXCEPTION AND RESERVATION OF ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND BELOW A DEPTH OF 100 FEET, MEASURED VERTICALLY FROM THE SURFACE OF SAID LAND, TOGETHER WITH THE RIGHT TO SLANT DRILL FOR THE PURPOSE OF PRODUCING, SAVING AND SELLING THE SAME, AS RESERVED IN THE DEED FROM THE STATE OF CALIFORNIA, RECORDED AUGUST 6, 1963 IN BOOK 6663, PAGE 408 OF OFFICIAL RECORDS. PARCEL B: THAT PORTION OF LOT 8, 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 ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: COMMENCING AT THE INTERSECTION OF THE NORTHEASTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED AS PARCEL 8 IN THE DEED RECORDED OCTOBER 6, 1930 IN BOOK 428, PAGE 75 OF OFFICIAL RECORDS, WITH THE CENTERLINE OF THE CALIFORNIA STATE HIGHWAY (100.00 FEET WIDE), AS DESCRIBED IN THE QUITCLAIM DEED RECORDED DECEMBER 19, 1944 IN BOOK 1287, PAGE 462 OF OFFICIAL RECORDS; THENCE SOUTH 35 DEGREES 49 MINUTES 02 SECONDS WEST ALONG THE CENTERLINE OF SAID HIGHWAY, 341.93 FEET TO THE TRUE POINT OF BEGINNING OF THIS DESCRIPTION; THENCE SOUTH 20 DEGREES 44 MINUTES EAST 432.01 FEET; THENCE SOUTH 10 DEGREES 26 MINUTES 40 SECONDS EAST 251.43 FEET; THENCE SOUTH 21 DEGREES 29 MINUTES 20 SECONDS WEST 634.52 FEET; THENCE SOUTH 59 DEGREES 19 MINUTES 20 SECONDS EAST ii85.00 FEET; THENCE NORTH 49 DEGREES 59 MINUTES 20 SECONDS EAST 706.11 FEET; THENCE SOUTH 05 DEGREES 07 MINUTES 40 SECONDS EAST 1032.12 FEET; THENCE SOUTH 22 DEGREES 45 MINUTES WEST 233.36 FEET; THENCE SOUTH 74 DEGREES 20 MINUTES WEST 617.11 FEET; THENCE SOUTH 62 DEGREES 38 MINUTES 45 SECONDS WEST 1127.52 FEET; THENCE SOUTH 61 DEGREES 04 MINUTES WEST 1308.17 FEET; THENCE SOUTH 76 DEGREES WEST 755.38 FEET TO A POINT IN THE EASTERLY LINE OF THE CALIFORNIA STATE HIGHWAY; THENCE NORTH 05 DEGREES 01 MINUTE 30 SECONDS EAST ALONG SAID LINE OF SAID HIGHWAY, 238 FEET, MORE OR LESS, TO THE INTERSECTION WITH THE EASTERLY LINE OF SAID PRYOR HOMESTEAD; THENCE ALONG SAID EASTERLY LINE OF SAID PRYOR HOMESTEAD, NORTH 27 DEGREES 53 MINUTES 30 SECONDS EAST 89.98 FEET; THENCE NORTH 05 DEGREES 30 MINUTES EAST 1847.16 FEET; THENCE NORTH 13 DEGREES 32 MINUTES EAST 431.67 FEET TO THE INTERSECTION OF SAID PRYOR HOMESTEAD WITH THE CENTERLINE OF SAID CALIFORNIA STATE HIGHWAY; THENCE NORTHERLY ALONG SAID CENTERLINE, ALONG A CURVE THEREOF, 382.72 FEET TO THE NORTHERLY END OF SAID CURVE; THENCE CONTINUING ALONG THE CENTERLINE OF SAID HIGHWAY, NORTH 38 DEGREES 54 MINUTES EAST 1565.30 FEET TO ENGINEER'S STATION 454+71.88 THEREOF; THENCE CONTINUING NORTHERLY ALONG THE CENTERLINE OF SAID HIGHWAY, ALONG A CURVE THEREOF, 218.17 FEET TO THE NORTHERLY END OF SAID CURVE AT ENGINEER'S STATION 456+98.05; THENCE CONTINUING ALONG THE CENTERLINE OF SAID HIGHWAY, NORTH 26 DEGREES 24 MINUTES EAST 710.97 FEET TO ENGINEER'S STATION 464+01.02; THENCE SOUTHEASTERLY TO THE TRUE POINT OF BEGINNING. Exhibit A - page 3 377 EXCEPTING THEREFROM, THE FOLLOWING PARCELS OF LAND: (A) BEGINNING AT A POINT IN THE SOUTHWESTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED AS PARCEL 1 IN DEED FROM MARCO F. FORSTER AND ELIZABETH FORSTER TO WENDELL K. MC CRACKEN AND HELEN V. MC CRACKEN, RECORDED IN BOOK 1603, PAGE 298 OF OFFICIAL RECORDS, RECORDS OF ORANGE COUNTY, CALIFORNIA, SAID POINT BEING SOUTH 59 DEGREES 19 MINUTES 20 SECONDS EAST 459.10 FEET -FROM THE MOST WESTERLY CORNER THEREOF; THENCE SOUTH 59 DEGREES 19 MINUTES 20 SECONDS EAST 257.58 FEET; THENCE SOUTH 2 DEGREES 38 MINUTES 20 SECONDS WEST 208.06 FEET; THENCE SOUTH 17 DEGREES 51 MINUTES 20 SECONDS WEST 182.71 FEET TO THE BEGINNING OF A CURVE CONCAVE TO THE NORTHWEST AND HAVING A RADIUS OF 150 FEET AND A CENTRAL ANGLE OF 54 DEGREES 00 MINUTES 40 SECONDS; THENCE IN A SOUTHWESTERLY DIRECTION ALONG THE ARC OF THE ABOVE MENTIONED CURVE, 141.40 FEET; THENCE SOUTH 71 DEGREES 52 MINUTES 00 SECONDS WEST 239.97 FEET TO THE BEGINNING OF A CURVE CONCAVE TO THE NORTH AND HAVING A RADIUS OF 300 FEET AND A CENTRAL ANGLE OF 23 DEGREES 07 MINUTES 54 SECONDS; THENCE IN A WESTERLY DIRECTION ALONG THE ARC OF THE ABOVE MENTIONED CURVE, 12f.i2 FEET; THENCE NORTH 85 DEGREES 00 MINUTES 06 SECONDS WEST 401.33 FEET; THENCE NORTH 73 DEGREES 30 MINUTES 02 SECONDS WEST 16.62 FEET; THENCE NORTH 39 DEGREES 15 MINUTES 40 SECONDS EAST 1039.24 FEET TO THE POINT OF BEGINNING. (B) BEGINNING AT THE INTERSECTION OF THE NORTHEASTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED AS PARCEL 8 IN THE DEED RECORDED OCTOBER 6, 1930 IN BOOK 428, PAGE 75 OF OFFICIAL RECORDS, WITH THE CENTERLINE OF THE CALIFORNIA STATE HIGHWAY (100 FEET WIDE), AS DESCRIBED IN A QUITCLAIM DEED RECORDED DECEMBER 29, 1944 IN BOOK 1287, PAGE 462 OF OFFICIAL RECORDS; THENCE SOUTH 35 DEGREES 49 MINUTES 82 SECONDS WEST 341.93 FEET; THENCE SOUTH 20 DEGREES 44 MINUTES EAST 432.01 FEET; THENCE SOUTH 18 DEGREES 26 MINUTES 40 SECONDS EAST 251.43 FEET; THENCE SOUTH 21 DEGREES 29 MINUTES 20 SECONDS WEST 634.52 FEET; THENCE SOUTH 27 DEGREES 59 MINUTES 58 SECONDS WEST 586.56 FEET TO THE BEGINNING OF A CURVE CONCAVE TO THE NORTHWEST, HAVING A CENTRAL ANGLE OF fi DEGREES 47 MINUTES AND A RADIUS OF 400 FEET; THENCE IN A SOUTHWESTERLY DIRECTION, ALONG THE ARC OF THE ABOVE MENTIONED CURVE, 82.26 FEET; THENCE SOUTH 39 DEGREES 46 MINUTES 50 SECONDS WEST 102.53 FEET TO THE BEGINNING OF A CURVE CONCAVE TO THE SOUTHEAST, HAVING A CENTRAL ANGLE OF 28 DEGREES 16 MINUTES 58 SECONDS AND A RADIUS OF 280 FEET; THENCE SOUTHWESTERLY AND SOUTHERLY ALONG THE ARC OF THE LAST MENTIONED CURVE, 98.72 FEET; THENCE SOUTH ii DEGREES 30 MINUTES 00 SECONDS WEST 136.18 FEET TO THE BEGINNING OF A CURVE CONCAVE TO THE NORTHEAST, HAVING A. CENTRAL ANGLE OF 85 DEGREES 00 MINUTES 02 SECONDS AND A RADIUS OF 100 FEET; THENCE SOUTHEASTERLY ALONG THE ARC OF THE LAST MENTIONED CURVE, 148.35 FEET; THENCE SOUTH 73 DEGREES 38 MINUTES 82 SECONDS EAST 74.0.1 FEET TO A POINT, SAID POINT BEING THE TRUE POINT OF BEGINNING OF THE HEREIN DESCRIBED LAND; THENCE FROM SAID TRUE POINT OF BEGINNING, SOUTH 73 DEGREES 30 MINUTES 02 SECONDS EAST 71.67 FEET; THENCE SOUTH 85 DEGREES 00 MINUTES 86 SECONDS EAST 200.15 FEET; THENCE SOUTH 40 DEGREES 17 MINUTES 40 SECONDS EAST 158.73 FEET; THENCE SOUTH 3 DEGREES 04 MINUTES 20 SECONDS WEST 149.85 FEET; THENCE SOUTH 51 DEGREES 07 MINUTES 20 SECONDS WEST 146.40 FEET; THENCE SOUTH 63 DEGREES 12 MINUTES 20 SECONDS WEST 69.65 FEET; THENCE SOUTH 83 DEGREES 07 MINUTES 20 SECONDS WEST 127.60 FEET; THENCE NORTH 71 DEGREES 47 MINUTES 40 SECONDS WEST 110.65 FEET; THENCE NORTH DEGREE 22 MINUTES 20 SECONDS EAST 251.90 FEET; THENCE NORTH 13 DEGREES 42 MINUTES 10 SECONDS EAST 165.39 FEET TO THE TRUE POINT OF BEGINNING. (C) BEGINNING AT A POINT WHICH BEARS SOUTH 49 DEGREES 59 MINUTES 20 SECONDS WEST 706.11 FEET, AND THENCE NORTH 59 DEGREES 19 MINUTES 20 SECONDS WEST 167.89 FEET FROM THE MOST EASTERLY CORNER OF PARCEL i OF THE LAND DESCRIBED IN Exhibit A - page 4 378 THE DEED TO WENDELL K. MC CRACKEN AND OTHERS, RECORDED DECEMBER 30, 1947 IN BOOK 1603, PAGE 298 OF OFFICIAL RECORDS; RUNNING THENCE FROM SAID POINT OF BEGINNING, NORTH 59 DEGREES 19 MINUTES 20 SECONDS WEST 301.23 FEET; THENCE SOUTH 2 DEGREES 38 MINUTES 20 SECONDS WEST 208.06 FEET; THENCE SOUTH 17 DEGREES 21 MINUTES 40 SECONDS EAST 153.30 FEET; THENCE NORTH 17 DEGREES 51 MINUTES 20 SECONDS EAST 29.42 FEET TO THE BEGINNING OF A CURVE CONCAVE TO THE EAST, HAVING A CENTERLINE RADIUS OF 150.00 FEET, AND CENTRAL ANGLE OF 36 DEGREES 48 MINUTES 30 SECONDS; THENCE IN A NORTHERLY DIRECTION, ALONG THE ARC OF THE ABOVE MENTIONED CURVE, 96.36 FEET; THENCE NORTH 54 DEGREES 39 MINUTES 50 SECONDS EAST 91.28 FEET; THENCE NORTH 62 DEGREES 38 MINUTES 20 SECONDS EAST 93.90 FEET TO THE POINT OF BEGINNING. (D) COMMENCING AT THE INTERSECTION OF THE NORTHEASTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED IN PARCEL 8 IN THE DEED RECORDED OCTOBER 6, 1930 IN BOOK 428, PAGE 75 OF OFFICIAL RECORDS IN SAID OFFICE, (ALSO BEING THE NORTHEASTERLY LINE OF SAID LOT 8), WITH THE CENTERLINE OF THE CALIFORNIA STATE HIGHWAY (100 FEET WIDE), AS DESCRIBED IN DEED RECORDED IN BOOK 1298, PAGE 372 OF SAID OFFICIAL RECORDS; THENCE ALONG SAID CENTERLINE, SOUTH 36 DEGREES 37 MINUTES 34 SECONDS WEST 341.93 FEET TO THE TRUE POINT OF BEGINNING OF THIS DESCRIPTION; THENCE SOUTH 19 DEGREES 55 MINUTES 28 SECONDS EAST 134.41 FEET; THENCE SOUTH 56 DEGREES 33 MINUTES 06 SECONDS WEST 9.71 FEET; THENCE NORTH 53 DEGREES 22 MINUTES 26 SECONDS WEST 30.00 FEET TO A POINT ON A LINE PARALLEL WITH AND DISTANT SOUTHEASTERLY 79.00 FEET, MEASURED AT RIGHT ANGLES FROM SAID CENTERLINE, SAID POINT BEING OPPOSITE ENGINEER'S STATION 461+46.90; THENCE ALONG SAID PARALLEL LINE, SOUTH 36 DEGREES 37 MINUTES 34 SECONDS WEST 1500.00 FEET TO A POINT OPPOSITE ENGINEER'S STATION 446+46.90 OF SAID CENTERLINE; THENCE LEAVING SAID PARALLEL LINE, SOUTH 31 DEGREES 19 MINUTES 36 SECONDS WEST 1018.78 FEET; THENCE SOUTH 16 DEGREES 55 MINUTES 16 SECONDS WEST 137.47 FEET; THENCE SOUTH 53 DEGREES 28 MINUTES 47 SECONDS EAST 467.53 FEET; THENCE SOUTH 15 DEGREES 38 MINUTES 32 SECONDS WEST 259.62 FEET; THENCE SOUTH 47 DEGREES 28 MINUTES 28 SECONDS WEST 685.78 FEET; THENCE SOUTH 5 DEGREES 15 MINUTES 42 SECONDS WEST 380.21 FEET; THENCE SOUTH 33 DEGREES 25 MINUTES 42 SECONDS EAST 350.49 FEET TO A POINT ON THE LINE DESCRIBED IN DEED TO MARCO F. FORSTER AND ELIZABETH J. FORSTER, RECORDED IN BOOK 856, PAGE 70 OF SAID OFFICIAL RECORDS, AS HAVING A BEARING SOUTH 76 DEGREES WEST, DISTANT EASTERLY 515.82 FEET'FROM THE WESTERLY TERMINUS OF SAID LINE; THENCE ALONG SAID LINE, SOUTH 76 DEGREES 48 MINUTES 32 SECONDS WEST 515.82 FEET TO A POINT IN THE EASTERLY LINE OF THE CALIFORNIA STATE HIGHWAY, AS SHOWN ON SAID MAP; THENCE ALONG SAID EASTERLY LINE, NORTH 5 DEGREES 50 MINUTES 02 SECONDS EAST 238.00 FEET, MORE OR LESS, TO THE INTERSECTION WITH THE EASTERLY LINE OF THE PRYOR HOMESTEAD, AS DESCRIBED IN DECREE RECORDED IN BOOK 7, PAGE 31 OF HOMESTEADS IN THE OFFICE OF THE COUNTY RECORDER Of LOS ANGELES COUNTY, CALIFORNIA; THENCE ALONG SAID EASTERLY LINE OF SAID PRYdk HOMESTEAD, IN A GENERAL NORTHERLY DIRECTION TO THE INTERSECTION OF SAID EASTERLY LINE WITH THE CENTERLINE OF THE CALIFORNIA STATE HIGHWAY, AS SHOWN ON SAID MAPS THENCE IN A GENERAL NORTHEASTERLY DIRECTION, ALONG SAID LAST MENTIONED CENTERLINE TO ENGINEER'S STATION 464+01.02; THENCE SOUTHEASTERLY TO THE POINT OF BEGINNING. (E) COMMENCING AT THE MOST SOUTHERLY CORNER OF PARCEL 13, AS SHOWN ON THE RECORD OF SURVEY MAP RECORDED IN BOOK 49, PAGE 24 OF RECORD OF SURVEYS IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, CALIFORNIA; THENCE NORTH 59 DEGREES 19 MINUTES 20 SECONDS WEST 167.89 FEET ALONG THE SOUTHWESTERLY BOUNDARY OF SAID PARCEL 13; THENCE SOUTH 1 DEGREE 09 MINUTES 20 SECONDS EAST 133.47 FEET; THENCE SOUTH 29 DEGREES 54 MINUTES 20 SECONDS EAST 114.93 FEET; THENCE NORTH 79 DEGREES 42 MINUTES 40 SECONDS EAST 62.64 FEET; THENCE NORTH 9 DEGREES 03 MINUTES 50 SECONDS WEST 70.39 FEET; THENCE NORTH 26 DEGREES 54 Exhibit A - nnop 1, • 379 MINUTES 40 SECONDS EAST 74.81 FEET TO THE POINT OF BEGINNING. (F) BEGINNING AT THE NORTHEASTERLY TERMINUS OF THAT CERTAIN COURSE DESCRIBED IN THE DEED TO THE STATE OF CALIFORNIA, RECORDED IN BOOK 4248, PAGE 286, OFFICIAL RECORDS, IN SAID OFFICE, AS HAVING A BEARING AND DISTANCE OF 'SOUTH 31 DEGREES 19 MINUTES 36 SECONDS WEST, 1018.78 FEET'; THENCE ALONG SAID CERTAIN COURSE, SOUTH 31 DEGREES 19 MINUTES 36 SECONDS WEST (66.43 FEET; THENCE NORTH 39 DEGREES 54 MINUTES 08 SECONDS EAST 100.16 FEET; THENCE NORTH 38 DEGREES 83 MINUTES 30 SECONDS EAST 200.06 FEET; THENCE NORTH 35 DEGREES 11 MINUTES 38 SECONDS EAST 400.12 FEET; THENCE NORTH 36 DEGREES 37 MINUTES 34 SECONDS EAST 359.76 FEET TO THE EASTERLY LINE OF A 60.08 -FOOT STRIP OF LAND AS DESCRIBED IN THE DEED TO THE STATE OF CALIFORNIA, RECORDED IN BOOK 2e:, PAGE 243 OF DEEDS IN SAID OFFICE; THENCE ALONG SAID EASTERLY LINE NORTH 27.DEGREES 12 MINUTES 32 SECONDS EAST 61.11 FEET TO THAT CERTAIN COURSE DESCRIBED IN FIRST MENTIONED DEED AS HAVING A BEARING AND DISTANCE OF 'SOUTH 36 DEGREES 37 MINUTES 34 SECONDS WEST, 1508.08 FEET'; THENCE ALONG LAST MENTIONED CERTAIN COURSE, SOUTH 36 DEGREES 37 MINUTES 34 SECONDS WEST i820.05 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN THE LAND CONVEYED IN SAID DEED TO THE STATE OF CALIFORNIA, RECORDED IN BOOK 4800, PAGE 195, OFFICIAL RECORDS. (G) BEGINNING AT A POINT IN SAID CERTAIN COURSE DESCRIBED IN PARCEL (F) ABOVE AS HAVING A DISTANCE OF 1818.78 FEET, DISTANT THEREON NORTH 31 DEGREES 19 MINUTES 36 SECONDS EAST 96.42 FEET FROM THE SOUTHWESTERLY TERMINUS OF SAID LAST MENTIONED CERTAIN COURSE; THENCE NORTH 38 DEGREES 37 MINUTES 52 SECONDS EAST 193.79 FEET; THENCE NORTH 16 DEGREES 39 MINUTES 26 SECONDS EAST 97.29 FEET TO SAID LAST MENTIONED CERTAIN COURSE; THENCE ALONG SAID LAST MENTIONED CERTAIN COURSE, SOUTH 31 DEGREES 19 MINUTES 36 SECONDS WEST 286.34 FEET TO THE POINT OF BEGINNING. (H) BEGINNING AT THE NORTHWESTERLY TERMINUS OF THAT CERTAIN COURSE DESCRIBED IN SAID DEED RECORDED IN SAID BOOK 4248, PAGE 286, AS HAVING A BEARING AND DISTANCE OF •SOUTH 33 DEGREES 25 MINUTES 42 SECONDS EAST, 350.49 FEET'; THENCE ALONG SAID LAST MENTIONED CERTAIN COURSE, SOUTH 33 DEGREES 25 MINUTES 42 SECONDS EAST 27.40 FEET; THENCE NORTH 4 DEGREES 41 MINUTES 55 SECONDS EAST 218.15 FEET; THENCE NORTH 3 DEGREES 44 MINUTES 43 SECONDS WEST 95.73 FEET TO A POINT IN THAT CERTAIN COURSE DESCRIBED IN LAST SAID DEED AS HAVING A BEARING AND DISTANCE OF 'SOUTH 5 DEGREES 15 MINUTES 42 SECONDS WEST, 380.21 FEET'; DISTANT THEREON NORTH 5 DEGREES 15 MINUTES 42 SECONDS EAST 291.29 FEET FROM THE POINT OF BEGINNING; THENCE ALONG SAID LAST MENTIONED CERTAIN COURSE, SOUTH 5 DEGREES 15 MINUTES 42 SECONDS WEST 291.29 FEET TO THE POINT OF BEGINNING. (I) THAT PORTION OF SAID LAND CONVEYED TO THE STATE OF CALIFORNIA BY DEED RECORDED AUGUST 30, 1971 IN BOOK 9782, PAGE 185, OFFICIAL RECORDS. (J) THAT PORTION OF SAID LAND CONVEYED TO JERRY W. NEELY AND NANCY C. NEELY, HUSBAND AND WIFE, BY DEED RECORDED OCTOBER 20, 1977 IN BOOK 12423, PAGE 126, OFFICIAL RECORDS. THE ABOVE DESCRIBED PARCELS OF LAND ARE SHOWN ON MAP RECORDED IN BOOK 183, PAGES 6 TO 12 INCLUSIVE OF RECORD OF SURVEY MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID ORANGE COUNTY. PARCEL C Exhibit A - pa>re 6 380 PARCEL 2, IN THE CITY OF SAN JUAN CAPISTRANO, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAF' FILED IN BOOK 153, PAGES 12 TO 14 INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, CALIFORNIA. EXCEPTING THEREFROM, AN UNDIVIDED ONE-HALF INTEREST IN AND TO ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES IN, UPON AND UNDER SAID LAND, TOGETHER WITH ONE-HALF OF ALL RENTALS, ROYALTIES, BONUS PAYMENTS, AND OTHER THINGS OF VALUE, NOW OR HEREAFTER ACCRUING FROM SAID UNDIVIDED ONE-HALF INTEREST IN AND TO SAID SUBSTANCES, AS RESERVED BY HOWARD L. KRUM AND FAY WILSON KRUM, HUSBAND AND WIFE, BY DEED RECORDED JUNE 6, 1956 IN BOOK 3538, PAGE 550, OFFICIAL RECORDS, AND RE-RECORDED JULY 20, 1956 IN BOOK 3584, PAGE 339, OFFICIAL RECORDS. PARCEL D: THAT PORTION OF LOTS 7 AND /3, 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 TRUE POINT OF BEGINNING DESCRIBED IN A DEED TO DARMI, INC., RECORDED JANUARY 9, 1962 AS INSTRUMENT NO. 5572, IN BOOK 5969, PAGE 672, OFFICIAL RECORDS OF SAID ORANGE COUNTY, SAID POINT OF BEGINNING BEING THE SOUTHERLY TERMINUS OF A COURSE DESCRIBED AS SOUTH 22 DEGREES 45 MINUTES 00 SECONDS WEST 2843.78 FEET IN SAID DEED, SAID POINT ALSO BEING AN ANGLE POINT IN THE NORTHERLY LINE OF SAID LOT 7; THENCE SOUTH 74 DEGREES 20 MINUTES 00 SECONDS WEST 617.ii FEET TO THE NORTHEASTERLY CORNER OF SAID LOT 13; THENCE SOUTH 62 DEGREES 30 MINUTES 45 SECONDS WEST 1127.52 FEET; THENCE SOUTH 61 DEGREES 04 MINUTES 00 SECONDS WEST 1300.i7 FEET; THENCE SOUTH 76 DEGREES 00 MINUTES 00 SECONDS WEST 239.56 FEET TO THE NORTHEASTERLY CORNER OF THE LAND DESCRIBED IN DEED TO THE STATE OF CALIFORNIA, RECORDED OCTOBER 19, 1955 IN BOOK 3250, PAGE 470, OFFICIAL RECORDS OF SAID ORANGE COUNTY; THENCE ENTERING SAID LOT 13, ALONG THE BOUNDARY LINE OF THE LAND DESCRIBED IN SAID DEED TO SAID STATE OF CALIFORNIA, SOUTH 34 DEGREES 14 MINUTES 14 SECONDS EAST 251.45 FEET; THENCE SOUTH 41 DEGREES 11 MINUTES 00 SECONDS EAST 438.72 FEET; THENCE SOUTH 25 DEGREES 38 MINUTES 17 SECONDS EAST 293.69 FEET, MORE OR LESS, TO A POINT IN THE LINE THAT IS THE MOST WESTERLY ANGLE POINT IN THE BOUNDARY OF LAND DEEDED TO DARMI, INC., A CALIFORNIA CORPORATION, IN DEED RECORDED JANUARY 9, 1962 AS INSTRUMENT NO. 5572, IN BOOK 5969, PAGE 672, OFFICIAL RECORDS OF SAID COUNTY; THENCE ALONG SAID DRMI, INC. BOUNDARY LINE, THE FOLLOWING COURSES AND DISTANCES: NORTH 78 DEGREES 00 MINUTES 00 SECONDS EAST 2200.00 FEET, AND NORTH 22 DEGREES 88 MINUTES 00 SECONDS EAST 1200.00 FEET; THENCE LEAVING SAID DARMI, INC. DEED LINE, NORTH 17 DEGREES 40 MINUTES 41 SECONDS WEST 637.14 FEET, MORE OR LESS, TO THE POINT OF BEGINNING. EXCEPT THEREFROM THAT PORTION DESCRIBED IN THE DEED TO THE CITY OF SAN JUAN CAPISTRANO, RECORDED JULY 30, 1970 IN BOOK 9361, PAGE 34 OF OFFICIAL RECORDS. ALSO EXCEPT THEREFROM AN UNDIVIDED ONE-HALF INTEREST IN ALL THE OIL, GAS AND OTHER HYDROCARBON SUBSTANCES, IN, UPON AND UNDER SAID LAND, TOGETHER WITH THE INCOME ACCRUING THEREFROM, AS RESERVED BY HOWARD L_ KRUM AND FAY WILSON KRUM, HUSBAND AND WIFE, BY DEED RECORDED JUNE 8, 1956 IN BOOK 3538, PAGE 550, OFFICIAL RECORDS, AND RE-RECORDED JULY 20, 1956 IN BOOK 3584, PAGE 339, OFFICIAL RECORDS. A..-,,,., 7 a C!� IR(RIIOI�IFO F�Fnxu 1961 1776 May 28, 1997 Mr. Michael J. Schlesinger Pacific Point Partners, L.P. 2280 University Drive, Suite 207 Newport Beach, California 92660 Re: Assignment of Pacific Point Development Agreement Dear Mr. Schlesinger: MEMBERS OF THE CITY COUNCIL COLLENE CAMPBELL JOHN GREINER WYATT HART GIL JONES DAVID M. SWERDLIN CITY MANAGER GEORGESCARBOROUGH At their meeting of May 20, 1997, the City Council of the City of San Juan Capistrano received your request to continue consideration of the proposed assignment of the Pacific Point Development Agreement. The item was subsequently rescheduled for consideration at the June 3, 1997 City Council meeting. Copies of the Agenda and Staff Report will be forwarded to you prior to that meeting. If you have any questions, please do not hesitate to call. Very truly yours, Cheryl Johnson, C C City Clerk 32400 PASEO ADELANTO, SAN JUAN CAPISTRANO, CALIFORNIA 92675 0 (714) 493-1171 • C� PACIFIC POINT PARTNERS, L.P. 2280 UNIVERSITY DRIVE, SUITE 207 NEWPORT BEACH, CA 92660 TEL. (714) 631-4270 • FAx (714) 631-4202 May 16,1997 Tom Tomlinson City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano. CA 92675 re: Pacific Point/Assignment of Development Agreement Dear Tom: We are pleased to announce SunCal's formation of a new California limited partnership, SJD Partners, Ltd., who will be developing the Pacific Point project. SunCal's co -investor in the project will be Lehman Brothers. Lehman Brothers is a major Wall Street investment bank which is ranked #2 in fixed income trading, #3 in stock trading volume, #4 in mergers and acquisitions, and has completed over $1.2 billion of investments as a merchant banker. Lehman Brothers is a firm with worldwide offices and operations. The 1996 balance sheet reports over $128 billion in assets and stockholders' equity of almost $4 billion. Lehman Brothers is a public company listed on both the New York and Pacific Stock Exchanges under the symbol LEH. The company reports over 30,000 stockholders. Enclosed please find three executed originals of the Assignment of Development Agreement. In order to close escrow by our scheduled date of June 19, it is imperative that the City Council take final action on this assignment during their June 17 meeting. Please let me know if you require additional information. Thank you for your cooperation. Sincerely, Michael J. Schl roger for PACIFIC POINT PARTNERS,.P. cc: George Scarborough w/o encl. PACIFIC POINT PARTNERS, 2280 UNIVERSITY DRIVE, SUITE 207 NEWPORT BEACH, CA 92660 TEL. (714) 631-4270 • FAX (714) 631-4202 May 16,1997 Tom Tomlinson City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano. CA 92675 W. Pacific Point/Assignment of Development Agreement Dear Tom: L. P. RECEIVED MAY 1 6 1991 PLANNING DEPT. I hereby request that the City Council's assignment of the Pacific Point Development Agreement be continued to the meeting of June 3, 1997. Thank you for your cooperation. Sincerely, cx�s Michael J. Schlesinger for PACIFIC POINT PARTNERS, L.P. t. r 0 • 2. be met through donations. She noted that the City had already received $1,600 in cash donations, including a $500 donation in memory of Jean Hurst, and $1,000 received this date. She su�ggested that a commemorative plaque be placed at the site listing the donors. David Bear , 31742 Via Belardes, questioned whether consideration had been given to the location of the in relation to archaeologically -sensitive areas. Mr. Scarborough indicated that staff would rk with Mr. Belardes on the proper location for the tree. It was moved by Counc Member Campbell, seconded by Council Member Greiner and unanimously carried with Cobacil Member Hart absent, to authorize acceptance of a 30 -foot - tall, 60 -inch box Christmas Tr d donated installation services at the Historic Town Center Park. Written Communications: (1) Report dated May 20, 1997, from the E\bidle. lopment Administrator, noting that on May 6, 1997, Council had authion of bids for the purchase of new holiday decorations, and outlining tThe Report advised that due to the deadline for bid submittal, finalould be submitted prior to the meeting. (2) Supplemental Report dated May 20, 1997, from th Economic Development Administrator, recommending that the bid be awarded to kra-Lite in the amount of $16,338. The Report also recommended an additional all tion for purchase of additional swags for hanging decorations. Award of Bid: It was moved by Council Member Jones, seconded by Council Member CNdecorati unanimously carried with Council Member Hart absent, to award the purchas decorations to Dekra-Lite at $16,338. An additional expenditure of $3,090 wa for modifications to the original bid to include additional swags for the hanging An appropriation of $19,428 was authorized from the General Fund Reserves. Ed -WAN 1 h_ i . I CONTINUATION OF REQUEST FOR ASSIGNMENT OF DEVELOPMENT AGREEMENT FROM PACIFIC POINT PARTNERS. L.P. TO CWC- "•' • (600.30) Written Communications: (1) Report dated May 20, 1997, and resubmitted June 3, 1997, advising that Pacific Point Partners, L.P., had requested assignment of the Pacific Point Development Agreement, which covers that portion of the Forster Canyon Planned Community City Council Minutes -10- 5/20/97 44 known as "Pacific Point," to CWC, Inc., a California Corporation and subsidiary of SunCal Companies. (2) Letter dated May 16, 1997, from Michael J. Schlesinger, for Pacific Point Partners, L.P., requesting the item be continued to June 3, 1997. Continuation of Item: It was moved by Council Member Jones, seconded by Council Member Greiner and unanimously carried with Council Member Hart abseK to continue consideration of this item to the meeting of June 3, 1997. Report dat May 20, 1997, from the Community Services Director, forwarding a request from Robert CWVer of the Veterans of Foreign Wars, Post 3 80 1, for waiver of fees charged to their organizes when using City buildings and parks. The Report advised that both the American Legion an Veterans of Foreign Wars currently hold meetings in City buildings and that both organizatio had requested and been granted a reduced fee for use of those buildings. The Report er recommended that the fees be waived, with the proviso that the organizations continue ac ting responsibility for opening, closing, set-up and clean-up of the facilities. Public Input: The following persons addressed Coun%inpport of the waiver: (1) Robert Culver, 26000 Avenidaerto (2) Jack Campbell, 27792 Camino omingo Approval of Waiver: It was moved by Council Member Campbell, sec ded by Council Member Jones and unanimously carried with Council Member Hart absent, approve the waiver of City facility use fees for meetings, picnics, barbecues, special progr and future similar uses for the American Legion and Veterans of Foreign Wars, Post 3801, their auxiliary organizations. NEWWRIUMM Written Communications: Report dated May 20, 1997, from the Chief of Police Services, advising that the City d been requested to designate a representative and an alternate to serve on the Operation Area City Council Minutes -11- AGENDA ITEM_ May 20, 1997 TO: George Scarborough, City Manager FROM: Thomas Tomlinson, Planning Director SUBJECT: Request for Assignment of Development Agreement from Pacific Point Partners, L.P. to CWC, Incorporated for that portion of the Forster Canyon Planned Community known as "Pacific Point". RECOMMENDATION By Motion, approve the attached draft resolution approving the concept of transferring assignment of the Development Agreement for Pacific Point to CWC, Incorporated, subject to approval of the equity partner by the City Manager and confirmation by City Council (consent calendar). A. APPLICANT/PROPERTY OWNER Pacific Point Partners, L.P. c/o Michael J, Schlesinger 2280 University Drive, Suite 207 Newport Beach, California 92660 B. SUMMARY AND RECOMMENDATION - In accordance with the provisions of approved Development Agreement with Pacific Point Partners related to the rights and obligations of the applicant to develop the Pacific Point portion of the Forster Canyon Planned Community a request for assignment of the agreement has been submitted for City approval. Under paragraph 4.2 of the agreement... "Any assignment shall be subject to the provisions of the Agreement and to the prior written consent of City, which shall not be unreasonably withheld'. The property owner has requested that assignment for carrying forth the rights and obligations contained in the agreement be transferred to CWC, Inc., a California corporation, a subsidiary of SunCal Companies. Staff has been in discussions with the potential new owners of the property and going over the obligations contained in the agreement, along with their intentions to develop the property. It is recommended that in accordance with the provisions of the Development Agreement that the City Council approves in concept the assignment of the rights and obligations to CWC, Incorporated. This assignment is contingent upon review and approval of the equity partner by the City Manager, subject to confirmation of said action by the City Council. The purpose of this final review is to insure that the equity partner has the financial resources to undertake the obligations contained in the Development Agreement. FOR CITY COUNCIL AGENDA 6,2� AGENDA ITEM -2- May 20, 1997 C. STAFF ANALYSIS - Under the provisions of the Development Agreement specific benefits have been outlined that would accrue to both the City and the property owner. By the assignment of the agreement, the new property owner is taking on those obligations and is assured the right to develop the property in accordance with the provisions of the Comprehensive Development Plan and existing approvals previously granted by the City. If the new property owner desires to modify any of these prior approvals, they are required to be processed in accordance with the provisions of the Comprehensive Development Plan and/or applicable Municipal Code provisions. Staff continues to support the prior development approvals and the regulations and standards that have been applied to the property to insure a project design that is consistent with both the General Plan and representations and expectations of the surrounding area that participated in consideration of these prior approvals. Attached is a copy of the executed Development Agreement for Council review (due to the size of the document, copies have been provided to the City Council, copies of the agreement are available at the City Clerk's Office). In regards to the parent firm, SunCal Companies, this full-service real estate development firm established in 1973. Since its inception, SunCal has been involved in the development of more than 7,850 lots, single family homes, condominiums and apartments. SunCal is currently in the process of developing in excess of 4,500 single family lots throughout Southern California with an aggregate value of $325,000,000. A more complete description of SunCal is provided with attachment 4 to this report. As with most developments, an equity partner is brought into the development team to provide the necessary financial support to complete the project. It has been requested that the City Council approve the assignment to CWC., Incorporated, with assignment of the equity partner to be approved by the City Manger. It is recommended that the general process is acceptable, with the confirmation of the City Manager's action by the City Council as a consent item. This process allows the City Manager to confirm the financial viability of the proposed equity partner to meet the obligations of the development agreement with a formal notification to City Council. This latter process has been recommended to assure the Council that such a large scale project for the community will be successfully completed. COMMUNITY REDEVELOPMENT AGENCY Portions of the property are located within the Community Redevelopment Agency Central Project Area. The assignment of the Development Agreement will not change any of the existing approvals or development regulations that apply to the property. None required. PUBLIC NOTIFICATION 0 AGENDA ITEM -3- May 20, 1997 None required. Again the change in ownership does not waive any of the provisions of the Development Agreement. FINANCIAL CONSIDERATIONS Assignment of the Development Agreement continues the financial arrangements for dedications and improvements contained in both the Forster Canyon Planned Community Comprehensive Development Plan and the contents of the agreement. ALTERNATE ACTIONS Approve the concept of assignment of the Development Agreement to CWC, Incorporated, subject to approval of the equity partner by City Manager and confirmation by City Council. 2. Approve the assignment of the Development Agreement to CWC, Incorporated. Continue the item and request additional information. RECOMMENDATION By Motion, approve the attached draft resolution approving the concept of transferring assignment of the Development Agreement for Pacific Point to CWC, Incorporated, subject to approval of the equity partner by the City Manager and confirmation by City Council (consent calendar). Respectfully submitted, Thomas Tomlinson, Planning Director C:\WP W IN60\WPDOCS\CCRP1\PACPNT4.15 Attachment: 1. Draft City Council Resolution Approving Assignment Agreement. 2. Approved Development Agreement (copies provided to City Council, other copies are available at the City Clerk's Office). 3. Letter requesting assignment from Pacific Point Partners. 4. Description of SunCal Companies. RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: CAPISTRANO UNIFIED SCHOOL DISTRICT 32972 Calle Perfecto San Juan Capistrano, CA 92670 Attention: Mr. David A. (Space above this line for Recorders use only) PARTIAL ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT (Pacific Point/School Site) This PARTIAL ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT (the "Partial Assignment") is made on this day of 2002, by and between SJD PARTNERS, LTD., a California limited partnership ("Assignor"), and CAPISTRANO UNIFIED SCHOOL DISTRICT, a public body, corporate and politic ("Assignee"). RECITALS A. Assignor is (or was) the owner of that certain real property located in the City of San Juan Capistrano (the "City"), County of Orange, California, commonly known as the "Pacific Point Project," which is more particularly described in the "Purchase Agreement' (as that term is defined below). Assignor is developing the Pacific Point Project as a master planned community project, and certain portions of which have been sold or are in the process of being sold by Assignor to other merchant builders and buyers. B. Assignor, by virtue of an assignment from its predecessor -in -interest, and the City are parties to that certain Development Agreement for the Pacific Point Project, dated as of July 7, 1992, and recorded in the records of Orange County, California on July 23, 1992 as Instrument No. 92492416 (the "Development Agreement'), which Development Agreement contains certain rights, duties and obligations relating to the development of the Pacific Point Project. C. Assignor is currently under contract to sell a portion of the Pacific Point Project to Assignee pursuant to the terms of that certain Purchase Agreement and Escrow Instructions, dated September _, 2002, as subsequently amended, between Assignor, as "Seller", and Assignee, as "Buyer" (collectively, the "Purchase Agreement'), which portion of the Pacific Point Project is particularly described in Exhibit "A" attached hereto and incorporated herein by this reference (the "Property"). D. Pursuant to the terms of the Purchase Agreement, Assignor has agreed to assign and delegate to Assignee certain of its rights, duties and obligations under the Development Agreement, as the Development Agreement relates to the Property, and Assignee has agreed to accept such assignment and assume certain of the obligations of Assignor under the Development Agreement so delegated. E. The purpose of this Partial Assignment is to set forth the terms and provisions agreed upon between Assignor and Assignee with respect to the assignment of certain rights and the delegation of certain obligations of Assignor under the Development Agreement, as the Development Agreement relates to the Property. NOW, THEREFORE, with reference to the foregoing Recitals, and in consideration of the mutual covenants and agreements set forth herein, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. Partial Assignment. Assignor hereby assigns, conveys and transfers to Assignee all of Assignor's rights and interests in and to, and hereby delegates to Assignee certain of Assignor's duties and obligations under (as described in paragraph 2 below), the Development Agreement, but only to the extent such rights, duties and obligations relate to the Property. 2. Acceptance of Assignment. Assignee hereby accepts the foregoing assignment and agrees to assume, from and after the effective date hereof, all obligations of Assignor under the Development Agreement to the extent such obligations are obligations with respect to matters within the boundaries of the Property; otherwise, the obligations of Assignor under the Development Agreement shall be retained by Assignor and/or its assignees other than Assignee. 3. Miscellaneous. 3.1 Interpretation; Governing Law. This Partial Assignment shall be construed according to its fair meaning and as prepared by both parties hereto. This Partial Assignment shall be construed in accordance with and governed by the laws of the State of California. Any action hereunder shall be brought in a court of competent jurisdiction located in Orange County, California. 3.2 Attorneys' and Other Fees. In the event of any dispute between the parties hereto or institution of any action or proceeding to interpret or enforce the provisions of this Partial Assignment, or arising out of the subject matter of this Partial Assignment or the transaction contemplated hereby, the prevailing party shall be entitled to recover its reasonable expenses, attorneys' fees and costs, including professional or expert consultation or testimony fees, both at trial and on any appeal and in any administrative proceeding. 3.3 Authority. Each of the parties hereto represents and warrants to the other that the person or persons executing this Partial Assignment on behalf of such party is or are authorized to execute and deliver this Partial Assignment and that this Partial Assignment shall be binding upon such party. 3.4 Further Assurances. Assignor and Assignee each agree to do such further act� and things and to execute and deliver such additional agreements and instruments as thc other may reasonably request to consummate, evidence, confirm or more fully implement the agreements of the parties as contained herein. 3.5 Execution in Counterparts. This Partial Assignment may be executed in several counterparts, and all so executed shall constitute one agreement between the parties hereto, notwithstanding that all parties are not signatories to the original or the same counterpart. IN WITNESS WHEREOF, the parties have executed this Partial Assignment to be effective as of the date of Assignee's acquisition of the Property from Assignor. "Assignor" SJD PARTNERS, LTD. a California limited partnership By: SJD Development Corp., a California corporation, General Partner Un Its: [signatures continued on next page] "Assignee" CAPISTANO UNIFIED SCHOOL DISTRICT, a public body, corporate and politic 0 Its: Su Cal/Pacific Point/Commercial Site-Voit/Docs/Closing Docs/Partial Assign-Dev AgmtCUSD.dm 097502 02506.202 STATE OF CALIFORNIA COUNTY OF On 2002, before me, the undersigned, a notary public, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Notary Public Name (Typed or Printed) (Notarial Seal) STATE OF CALIFORNIA ) COUNTY OF ) On 2002, before me, the undersigned, a notary public, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Notary Public Name (Typed or Printed) (Notarial Seal) EXHIBIT "A" TO PARTIAL ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT LEGAL DESCRIPTION OF PROPERTY (Pacific Point Commercial Parcel/ Voit) THAT CERTAIN REAL PROPERTY SITUATED IN THE CITY OF SAN JUAN CAPISTRANO, COUNTY OF ORANGE, STATE OF CALIFORNIA, AND DESCRIBED AS FOLLOWS: I.OT 1 OF TRACT NO. 15686, AS SHOWN ON MAP RECORDED IN BOOK 790, PAGES 41 THROUGH 43, INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. 1 CONSENT OF CITY The City of San Juan Capistrano (the "City") hereby consents to the assignment by SJD Partners, Ltd., a California limited partnership, as "Assignor", of a portion of the rights, duties and obligations of the "Owner" under the Development Agreement for the Pacific Point Project between SJD Partners, Ltd. (as successor -in -interest to Pacific Point Partners, L.P.) and the City, to the Capistrano Unified School District, a public body, corporate and politic, as "Assignee", pursuant to the foregoing Partial Assignment and Assumption of Development Agreement to which this Consent is attached (the "Partial Assignment"), and the City hereby approves of the terms and provisions of the Partial Assignment; provided, however, that the foregoing consent shall not be deemed to modify or amend any of the rights, duties or obligations of the City under the Development Agreement. Dated: l0 •— / 2002 ATTEST: "CITY" C a B, It; • • • 7w Illyz/.u��11LI i 1 Liv 'LI i PUBLIC AGENCY FORM OF ACKNOWLEDGEMENT State of California County of Orange ) ss. City of San Juan Capistrano ) (Gov't Code 40814 & Civil Code 118 1) On October 1. 2002 before me, Margaret R. Monahan, City Clerk, personally appeared George Scarborough, City Manager, personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the persons acted, executed the instrument. (SEAL) Capacity Claimed by Signer City Manager Title Signer is Representing The City of San Juan Capistrano WITNESS my hand and official seal. pc� R. Monahan, City Clerk Description of Attached Document Partial Assignment and Assumption of Development Agreement — Consent Form Title or Type of Document 1 Number of Pages 10/1/2002 Date of Document None Signer(s) Other Than Named Above 3 0 extended to June 30,1998. The Mayor was authorized to execute the agreement on behalf of the City. As set foikh in the Report dated June 17, 1997, from the Engineering and Building Director, the followResolution was adopted certifying the existence of the City's Pavement Management ogram: PROGRAM A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN UA CAPISTRANO, CALIFORNIA, CERTIFYING THE EXISTENCE F A PAVEMENT MANAGEMENT PROGRAM Staff was authorized to submit the, Measure M eligibility package As set forth in the Report dated June 17, 1997, febkn the Acting Director of Public Lands and Facilities, the License Agreement with Southoast Farms for management of the Kinoshita Farm Agricultural Preserve for the period f July 1, 1997, through June 30, 1998, at a compensation to the City and Agency in the a unt of $44,000, was approved. The Mayor and the Chairman of the Redevelopment Age were authorized to execute the agreement. The following items were removed from the Consent Calendar: Mayor Swerdlin advised that the "Deferral of Development Taxes and Fees A reement," with Fluidmasters, Inc., which would allow deferral of approximately $4 208 in development fees and taxes for a period of not more than 365 days from the to of issuance of a formal Certificate of Occupancy, had been withdrawn from consideratio at this meeting. Written Communications: Report dated June 17, 1997, from the Planning Director. City Council Minutes -6- 4 6/17/97 1. 0 t,omirmauon or s-uy managerApproval: The City Manager's approval was confirmed to transfer assignment of the Development Agreement for the Pacific Point portion of the Forster Canyon Planned Community from CWC, Incorporated, who purchased the "Pacific Point" property, to their designated entity, SJD Partners, Ltd. SJD Partners, Ltd. is a California limited partnership formed by SunCal Companies, who will develop the property and carry forth the rights and obligations contained in the agreement. This action is consistent with Council direction of June 3, 1997. Council Member Campbell abstained due to a potential conflict of interest relating to the proximity of the project to her residence. Proposal: Consideration of posed operating budget for Fiscal Year 1997-98, as continued from the meeting of June 3, 1 7. Written Communications: Report dated June 17, 1997, the Administrative Services Director, providing an overview of General Fund revenues a expenditures, the Water Enterprise Operating Fund Budgets, and other Operating Fund Bu ets. The Public Hearing will be continued for recommended adoption on July 1, 1997. The Director of Administrative Services made an Continuation of Hearing: Notice having been given as required by law, Mayor Swerdlin open the Public Hearing and, there being no response, it was moved by Council Member Jones, econded by Council Member Greiner and carried with Council Member Hart absent, to c tinue the Public Hearing to the meeting of July 1, 1997, 2. REVIEW OF CAPITAL IMPROVEMENT BUDGET FOR THE SEVEN YE BEGINNING JULY 1. 1997 AND ENDING JUNE 30- 2004 (330 40) Proposal: Consideration of proposed 1997-2004 Capital Improvement Program Budget, as from the meeting of June 3, 1997. Written Communications: Report dated June 3, 1997, from the Engineering and Building Director, forwarding the proposed 7 -year Capital Improvement Program, which also includes Water District projects. The Public Hearing will be continued for recommended adoption on July 1, 1997. City Council Minutes -7- 6/17/97 0 0 PACIFIC POINT PARTNERS, L.P. 650 TowN CENTER DRNE, SUITE 1900 CosrA MESA, CA 92626 November 13, 1992 City Clerk City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistranq CA 92675 M Change of Address for Pacific Point RECFI` r7, Nov IQ 2 ?,4 ,o Effective November 1, 1992, all correspondence regarding the Pacific Point project should be addressed to Pacific Point Partners, L.P. 650 Town Center Drive, Suite 1900 Costa Mesa, CA 92626 Telephone: (714) 750-8070 Fax (714) 755-8290 Please distribute this information to everyone working on the projed. Sincerely, Robert M Franko for PACIFIC POINT PARTNERS, LP. r Michael J. Schlinger PACIFICPOINT PARTNERS, L.P. TELEPHONE (714) 755-8070 FAX (714) 755-8290 x lJepts j-h-- • 0 ftECE1VEQ PACIFIC POINT PARTNERS, L.P. o 650 TOWN CENTER DRIVE, SUITE 1900 Dr. 204 N COSTA MESA, CA 92626 r November 30,1992 City Clerk City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 re: Change of Address for Pacific Point Recently I sent you a letter notifying you of our change of address. The phone number indicated in the letter was incorrect. The correct phone number is: (714) 755-8070 Please distribute this information to everyone working on the project. Sincerely, Michael J. Schlesiliger V for PACIFIC POINT PARTNERS, L.P. '� Ilgx PACIFIC POINT PARTNERS, L.P. TELEPHONE (714) 755-8070 FAX (714) 755-8290