15-0430_Dev Agr Estoppel Certificate_Pacific Poin DevDEVELOPMENT AGREEMENT ESTOPPEL CERTIFICATE
THIS DEVELOPMENT AGREEMENT ESTOPPEL CERTIFICATE ("Estoppel") is
made as of this'^ay of , 2015, by THE CITY OF SAN JUAN CAPISTRANO, a
municipal corporation ("City ) for :he benefit of PACIFIC POINT DEVELOPMENT
PARTNERS LLC, a Delaware limited liability company ("Purchaser") and LV PACIFIC
POINT LLC, a Delaware limited liability company ("Seller"), with reference to the following
facts:
A. City and SJD Partners, Ltd. ("SJD"), as predecessor-in-interest to Seller, entered
into that certain Amendment and Restatement of Development Agreement for the Pacifica San
Juan Project dated July 16, 2004, by and between the City and SJD, recorded in the Official
Records of Orange County, California ("Official Records") on July 12, 2004 as Instrument No.
2004-000624737, as amended by that certain Amendment to Amended and Restated
Development Agreement for the Pacifica San Juan Project dated May 6, 2014, recorded in the
Official Records on May 27, 2014 as Instrument No. 2014-000203485, together with that certain
addendum thereto effectuated by that certain Agreement between the City and Seller (Operating
Memorandum for Amended and Restated Development Agreement for the Pacifica San Juan
Project) dated June 24, 2014, recorded in the Official Records on July 17, 2014 as Instrument
No. 2014-000284207, as amended through the date hereof and from time to time (as so amended,
the "Development Agreement"), pertaining to the development of certain real property owned
by Seller and located in the City of San Juan Capistrano, California, informally known as the
Pacifica San Juan Project (the "Property").
B. Seller and Purchaser (as successor by assignment to PVRE Investors LLC) are
parties to that certain Agreement of Purchase and Sale and Escrow Instructions dated as of
March 9, 2015 (as amended, the "Purchase Agreement"), whereby, subject to the terms of the
Purchase Agreement, Seller will transfer all of its right, title and interest in the Property to the
Purchaser, including, without limitation, any of Seller's right, title and interest in any project
entitlements, such as subdivision maps and conditions attached thereto, subdivision improvement
agreements, and other agreements with the City, including the Development Agreement, all in
accordance with the Purchase Agreement.
C. Purchaser has requested that the City deliver this Estoppel Agreement in
connection with the transactions contemplated by the Purchase Agreement.
NOW THEREFORE, in consideration of the foregoing facts, the City certifies to Seller,
Purchaser, and its successors and assigns, any title company issuing policies of title insurance,
and any future lenders:
1. The Development Agreement is in full force and effect and is a binding obligation
of the parties. Except as expressly set forth in the Recitals hereto, the Development Agreement
has not been amended or modified either orally or in writing.
2. There exists no breach, default, event or condition which, with the giving of
notice or the passage of time or both, would constitute a breach or default under the
Development Agreement including, without limitation, with respect to any timeframes set forth
thereunder that were required to have been met prior to the date hereof.
3. There are no existing claims, defenses or offsets against payments due or to
become due under the Development Agreement.
4. This Estoppel may be executed in counterparts which taken together shall
constitute one and the same instrument.
[SIGNATURE PAGES TO FOLLOW]
101892857 3 (Lehman_PSJ - City Estoppel (Development Agreement) - D]VlB).doc
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IN WITNESS WHEREOF, City has executed this Estoppel as of the date first set forth
above.
"CITY"
CITY OF SAN JUAN CAPISTRANO,
a municipal corporation
Title: Cty^CWAU
APPROVEDAS TO FORM FOR CITY:
Name:
Title: CHT^ />^0m^
Signature Page - Estoppel Certificate - City of San Juan Capistrano
Pacifica San Juan
Wilson, Karen
From:
Sent:
To:
Cc:
Subject:
Attachments:
Ayako Rauterkus <ARauterkus@sanjuancapistrano.org>
Wednesday, May 06, 2015 11:30 AM
Van Ligten, Hans
Charles View; Wilson, Karen; Alisha Patterson (apattersonrutan@gmail.com)
FW: Pacific Point Development Agreement Estoppel
101892857_3 (Lehman_PSJ - City Estoppel (Development Agreement) - DMB).doc
Importance: High
Hi Hans,
Charlie asked me to forward the estoppel agreement for the Pacifica San Juan project for you to sign as to form. Please
sign and mail the original back to my attention.
Thank you for all your help and guidance you provided to the City of San Juan!
Ayako Rauterkus
Development Services Dept.
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
T: 949.443.6325
F: 949.202.5469
From: Gordon, Lisa [mailto:lisa.gordon@lehmanholdings.com]
Sent: Tuesday, April 28, 2015 9:25 AM
To: Charles View; Hans Van Ligten
Cc: Ayako Rauterkus; Douglas M. Champion (DChampion@gibsondunn.com); jperrin@dmbpv.com
Subject: Pacific Point Development Agreement Estoppel
I wanted to follow up on the estoppel for the Buyer at Pacific Point. As I mentioned last week, the Buyer has formed a
specific ownership entity for the project. Pacific Point Development Partners LLC. As such, we updated the estoppel to
reflect the new Buyer name. Attached please find a clean copy for City's signature. I know that Hans was waiting for
Council to take action on the reinstated SIAs and bonds before he signed, and given the approval of same on April 21,1
believe everything is in order. Please let me know if you have any questions or comments.
Thank you very much.
Lisa Gordon
Lehman Brothers Holdings Inc.
3121 Michelson Drive
Suite 200
Irvine, CA 92612
949 260 4671
Lisa.gordon@lehmanholdings.com
Charlie, Hans:
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