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15-0505_PACIFIC POINT DEVELOPMENT_Assignment and Assumption of Special Interim Habitat Loss Implementation Agreement
Pecording Requested By: First American Title Company Nolionol Homebuilder Service) Subdivision Deportment THIS DOCUMENT WAS PREPARED BY, AND AFTER RECORDING RETURN TO: Recorded in Official Records, Orange County Hugh Nguyen, Clerk-Recorder 45 *$R0G075378a3$* 2015000260711 4:30 pm 05/19/15 105 404 A30 A38 F14 10 0.00 0.00 0.00 0.00 27.00 0.00 0.00 0.00 Pacific Point Development Partners LLC c/o DMB Pacific Ventures LLC 4343 Von Karman Avenue, 3'^ Floor Newport Beach, California, 92660 Attention: Mark C. Kehke (Space above for Recorder's Use) ASSIGNMENT AND ASSUMPTION OF SPECIAL 4(D) INTERIM HABITAT LOSS IMPLEMENTATION AGREEMENT - TENTATIVE TRACT MAP 16750 THIS ASSIGNMEN T AND ASSUMPTION OF SPECIAL 4(D) INTERIM HABITAT LOSS IMPLEMENTATION AGREEMENT - TENTATIVE TRACT MAP 16750 C'Assignmenf') is made as of May^, 2015, by and between LV PACIFIC POINT LLC, a Delaware limited liability company (^'Assignor"), and PACIFIC POINT DEVELOPMENT PARTNERS LLC, a Delaware limited liability company ("Assignee"), with reference to the following facts: A. The City of San Juan Capistrano, a municipal corporation ("City"), and Assignor, as successor-in-interest to SJD Partners, Ltd., a California limited partnership ("SJD"), are parties to that certain Special 4(d) Interim Habitat Loss Implementation Agreement - Tentative Tract Map 16750 dated July 3, 2006, recorded in the Official Records of Orange County, California on July 14, 2006 as Instrument No. 2006-000472044 (the "Agreement"), pertaining to the development of certain real property owned by Assignor and located in the City of San Juan Capistrano, California, infonnally known as the Pacifica San Juan Project (the "Property"), and more particularly described on Exhibit A attached hereto and incorporated herein by this reference. B. Assignor is conveying all of its remaining right, title, and interest to the Property to Assignee and, in connection therewith. Assignor desires to assign and transfer to Assignee all of Assignor's right, title and interest as the "Subdivider" under the Agreement, subject to all of the terms, conditions and restrictions set forth in the Agreement. C. In accordance with Section 7 of the Agreement, Assignor has requested that City consent to the assignment and transfer of Assignor's right, title and interest in and to the Agreement to Assignee. D. Section 7 of the Agreement permits an assignment of the Subdividcr's interests, rights and title under the Agreement pursuant to the terms thereof. Pursuant to the terms and conditions of Section 7 of the Agreement, the City has approved and consented to the assignment of the Agreement to Assignee as evidenced by the consent attached hereto. NOW THEREFORE, in consideration of the foregoing facts and the mutual covenants and conditions herein below sot forth, it is agreed: 1. Assignor hereby assigns and transfers to Assignee all of Assignor's right, title and interest accruing to the Subdivider of the Project under the Agreement, subject to the terms, covenants and restrictions set forth in the Agreement. 2. Assignee hereby accepts the assignment of the Agreement and shall be entitled to all rights and benefits accruing to the Subdivider under the Agreement. Assignee hereby assumes and agrees to observe and fully perform all of the duties and obligations of Assignor under the Agreement. 3. Nothing contained herein shall in any way or manner expand, enhance, modify or alter any obligation or liability of the Subdivider under the Agreement or under local laws or otherwise create or impose any additional liability or obligation on the Subdivider under the Agreement or under local laws. 4. This Assignment may be executed in counterparts which taken together shall constitute one and the same instrument. 5. The provisions of this instrument shall be binding upon and inure to the benefit of Assignor and Assignee and their respective successors and assigns. 6. Assignor and Assignee each hereby covenants that it will, at any time and from time to time, execute any documents and take such additional actions as the other, or its respective successors or assigns, shall reasonably require in order to more completely or perfectly carry out the transfers intended to be accomplished by this Assignment. 7. This Assignment shall be construed and interpreted in accordance with the laws of the State of California. [SIGNATURE PAGES TO FOLLOW] 2 IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as of the date first set forth above. "ASSIGNOR" LV PACIFIC POINT LLC, a Delaware limited liability company By: PAMI LLC, a Delaware limited liability company, its Managing Member Authoiiztd Sipotory ACKNOWLEDGMENT STATE OF NEW YORK ) ) ss. COUNTY OF NEW YORK ) On the ^j7day of^/?i-cJ- in the year 2015 before me, the undersigned, a Notary Public in and for said State, personally appeared /]n.fho/i ^ h personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. (Notarial Seal) Notary Public LISA A. PHELAN Notary Public. State of New York Qualifiea in New York County Re© No. 01PH62926ie Commission Expires November 4, 2017 Signature Page Assignment and A.ssumption of Special 4(d) Interim Habitat Loss Implementation Agreement "ASSIGNEE" PACIFIC POINT DEVELOPMENT PARTNERS LLC, a Delaware limited liability company By: Name//^ Jason Keller Titles Authorized Signatory A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of f.c'S/Wi£LC> ) On 27, 2oLt^ before me, personally appeared JastMi Keller Sarah E. Prayer a Notary Public, who proved to me on the basis of satisfactory evidence to be the person(**) whose name(8)(3'*ffc subscribed to the within instrument and acknowledged to me that@^ir/ihcy executed the same in(E>S*«*4thCTr authorized capacity(ws^, and that by iJ^Srw/their signature^*) on the instrument the person(e), or the entity upon behalf of which the personfs) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. SARAH E. FRAVER | CommtillM # 1962682 | NotvyPubHc-CiWomia | LM An«itn County ^ Signature (Seal) Signature Page - Assignment and Assumption of Special 4(d) Interim Habitat Loss Implementation Agreement Under the provisions of Government Code 27361.7,1 certify under penalty of perjury that the notary seal on the document to which this Statement is attached reads as follows: Name of notary: Sarah E. Prayer Commission #: 1962582 Vendor#: NNAl Date commission expires: Dec 3, 2015 %3vAc\\L.^il^d\Wv lOSAW^vcs U3Vnha Place of Execution: Corona Date: 5/19/2015 Signature: THIS ASSIGNMENT AND ASSUMPTION OF SPECIAL 4(D) INTERIM HABITAT LOSS IMPLEMENTATION AGREEMENT -- TENTATIVE TRACT MAP 16750, BY AND BETWEEN LV PACIFIC POINT LLC, A DELAWARE LIMITED LIABILITY COMPANY ('•ASSIGNOR"), AND PACIFIC POIN T DEVELOPMENT PARTNERS LLC, A DELAWARE LIMITED LIABILITY COMPANY ("ASSIGNEE"), IS APPROVED AND CONSENTED TO BY THE CITY OF SAN JUAN CAPISTRANO THIS 5TH DAY OF MAY, 2015: "CITY" CITY OF SAN JUAN CAPISTRANO, a municipal curporalion By: T^Ye^ Name: /QgA^k Title: TTYu^or Title' .T:cyxLV^O\^CWY\ APPROVEDJiS TO FORM FOR CITY: Name: Robert Owen Title: City Attorney Signature Page - AssignmenI ami AysLiiiipiion of Special 4(d) Interim Habitat Loss Implementation Agreement PUBLIC AGENCY FORM OF ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifies only the identity of the individual who .signed the document, to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of Orange ) ss. City of San Juan Capistrano ) (Gov't Code 40814 & Civil Code 1181) On May 8, 2015, before me, Christy Jakl, Ocputy City Clerk, personally appeared Derek Reeve. Mayor and Bob Owen, City Attorney, who proved to me on the basis of satisfactory evidence to the be person(s) whose name(s) i.s/are subscribed to the within instrument and acknowledged to me that hc/shc/thcy executed the same in his/her/their authorized capacity (ies), and that by his/her/there signature on the instrument the person(s), or the entity upon behalf of which the pcrson(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. (SEAL) WITNESS my hand and official seal. OPTIONAL Description of Attached Document Title or Type of Document Assignment ttnd Assuinplion of Special 4(D) Inlerim Habitat Loss Iniplemcntation Agreement - Tentative iract Map 16750 LV Pacific Point LLC & Pacific Point Development Partners, LLC Capacity Claimed by Signers Mayor City Attorney Title Signer is Representing City of San Juan Capistrano EXHIBIT "A" TO ASSIGNMENT AGREEMENT LEGAL DESCRIPTION Real properly in the City of San Juan Capistrano, County of Orange, State of California, described as follows: PARCEL 1: (APN'S: 675-085-39, 675-085-01 THROUGH 675-085-38, 675-085-47, 675-085- 48, 675-081-19, 675-085-45 AND 675-085-46) LOTS 1, 7 THROUGH 44, INCLUSIVE, AND LETTERED LOTS A THROUGH E, INCLUSIVE, OF TRACT NO. 14196, AS PER MAP RECORDED IN BOOK 875, PAGES 16 THRU 21 INCLUSIVE, OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AMENDED PURSUANT TO THAT CERTAIN CERTIFICATE OF CORRECTION RECORDED DECEMBER 22, 2008 AS INSTRUMENT NO. 2008000584708 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 HEREFROM, AS RESERVED BY HOWARD L. KRUM AND FAY WILSON KRUM, HUSBAND AND WIFE, BY DEED RECORDED JUNE 6, 1956, IN BOOK 3538, PAGE 550 OF OFFICIAL RECORDS, AND RERECORDED JULY 20, 1956, IN BOOK 3584, PAGE 339, OF OFFICIAL RECORDS. ALSO EXCEPT THEREFROM ALL WATER RIGHTS AS DEDICATED TO THE CITY OF SAN JUAN CAPISTRANO ON THE MAP OF TRACT NO. 14196. PARCEL 2: (APN'S: 675-444-01 THROUGH 675-444-23, 675-444-24, 675-444-25, 675-442- 05 THROUGH 675-442-07) LOTS 1 THROUGH 23, INCLUSIVE, AND LETTERED LOTS A, B, AND D THROUGH F, INCLUSIVE, OF TRACT NO. 15609, AS PER MAP RECORDED IN BOOK 885, PAGES 37 THRU 44 INCLUSIVE, OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL WATER RIGHTS AS DEDICATED TO THE CITY OF SAN JUAN CAPISTRANO ON THE MAP OF TRACT NO. 15609. PARCEL 3; (APN'S: 675-081-17, 675-081-20, 675-081-22, 675-411-74, 675-081-21, 675-081- 23,675-411-72, 675-081-18) LOTS 1 AND 2, INCLUSIVE, AND LETTERED LOTS A THROUGH E, INCLUSIVE, OF TRACT NO. 15687, AS PER MAP RECORDED IN BOOK 875, PAGES 1 THRU 5, INCLUSIVE, OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. 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 HEREFROM, AS RESERVED BY HOWARD L. KRUM AND FAY WILSON KRUM, HUSBAND AND WIFE, BY DEED RECORDED JUNE 6, 1956, IN BOOK 3538, PAGE 550 OF OFFICIAL RECORDS, AND RERECORDED JULY 20, 1956, IN BOOK 3584, PAGE 339, OF OFFICIAL RECORDS. ALSO EXCEPT THEREFROM ALL WATER RIGHTS AS DEDICATED TO THE CITY OF SAN JUAN CAPISTRANO ON THE MAP OF TRACT NO. 15687. PARCEL 4: (APN'S: 675-443-02, 675-443-01, 675-441-01, 675-443-03, 675-442-04, 675-441- 05, 675-442-01, 675-441-03, 675-441-02) LOTS 1 AND 2, INCLUSIVE, AND LETTERED LOTS A, B, AND D THROUGH H, INCLUSIVE, OF TRACT NO. 16747, AS PER MAP RECORDED IN BOOK 885, PAGES 10 THRU 18 INCLUSIVE, OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. ALSO EXCEPT THEREFROM ALL WATER RIGHTS AS DEDICATED TO THE CITY OF SAN JUAN CAPISTRANO ON THE MAP OF TRACT NO. 16747. PARCEL 5: (APN'S: 675-411-75 AND 675-411-71) LETTERED LOTS A AND B, INCLUSIVE, OF TRACT NO. 16748, AS PER MAP RECORDED IN BOOK 875, PAGES 6 THRU 10 INCLUSIVE, OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. 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 HEREFROM, AS RESERVED BY HOWARD L. KRUM AND FAY WILSON KRUM, HUSBAND AND WIFE, BY DEED RECORDED JUNE 6, 1956, IN BOOK 3538, PAGE 550 OF OFFICIAL RECORDS, AND RERECORDED JULY 20, 1956, IN BOOK 3584, PAGE 339, OF OFFICIAL RECORDS. ALSO EXCEPT THEREFROM ALL WATER RIGHTS AS DEDICATED TO THE CITY OF SAN JUAN CAPISTRANO ON THE MAP OF TRACT NO. 16748. PARCEL 6: (APN'S: 675-421-07 THROUGH 675-421-13, 675-431-18 THROUGH 675-431- 33, 675-431-38, 675-421-19, 675-431-39, 675-431-34 THROUGH 675-431-37, 675-421-16, 675-421-18 AND 675-351-17) LOTS 16 THROUGH 38, INCLUSIVE, AND LETTERED LOTS A THROUGH J, INCLUSIVE, OF TRACT NO. 16750, AS PER MAP RECORDED IN BOOK 883, PAGES 1 THRU 10 INCLUSIVE, OF MISCELLANEOUS MAPS IN THE OFFICE OF IHE COUNTY RECORDER OF SAID COUNTY. 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 HEREFROM, AS RESERVED BY HOWARD L. KRUM AND FAY WILSON KRUM, HUSBAND AND WIFE, BY DEED 7 RECORDED JUNE 6, 1956, IN BOOK 3538, PAGE 550 OF OFFICIAL RECORDS, AND RERECORDED JULY 20, 1956, TN BOOK 3584, PAGE 339, OF OFFICIAL RECORDS. ALSO EXCEPT THEREFROM ALL WATER RIGHTS AS DEDICATED TO THE CITY OF SAN JUAN CAPISTRANO ON THE MAP OF TRACT NO. 16750. PARCEL 7: (APN'S: 675-451-01 THROUGH 675-451-22, 675-451-25, 675-451-26, 675-451- 28 THROUGH 675-451-31) TOTS 1 THROUGH 22, INCLUSIVE, AND LETTERED LOTS A, B, D, E, G AND H, OF TRACT NO. 16751, AS PER MAP RECORDED IN BOOK 885, PAGES 19 THRU 23 INCLUSIVE, OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL WATER RIGHTS AS DEDICATED TO THE CITY OF SAN JUAN CAPISTRANO ON THE MAP OF TRACT NO. 16751. PARCELS: (APN'S: 675-471-01 THROUGH 675-471-41,675-461-01 THROUGH 675-461- 52) LOTS 1 THROUGH 82, INCLUSIVE, AND LETTERED LOTS A THROUGH I, INCLUSIVE, OF TRACT NO. 16752, AS PER MAP RECORDED IN BOOK 885, PAGES 24 THRU 36 INCLUSIVE, OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. 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 HEREFROM, AS RESERVED BY HOWARD L. KRUM AND I'"AY WILSON KRUM, HUSBAND AND WIFE, BY DEED RECORDED JUNE 6, 1956, IN BOOK 3538, PAGE 550 OF OFFICIAL RECORDS, AND RERECORDED JULY 20, 1956, IN BOOK 3584, PAGE 339, OF OFFICIAL RECORDS. ALSO EXCEPT THEREFROM ALE WATER RICH I S AS DEDICATED TO THE CITY OF SAN JUAN CAPISTRANO ON THE MAP OF TRACT NO. 16752. 8