15-0505_PACIFIC POINT DEVELOPMENT_Assign and Assumption of Development AgreementRrst American Title Compary
Notional HometKiilder Servic«s
Subdmsion Doportmant
THIS DOCUMENT WAS PREPARED BY,
AND AFTER RECORDING RETURN 'I'O:
Recorded in Official Records, Orange County
Hugh Nguyen, Clerk-Recorder
45.00
Pacific Point Development Partners LLC
c/o DMB Pacific Ventures LI.C4343 Von Karman Avenue, 3rd Floor
Newport Beach, California, 92660
Attention: Mark C. Kchke
*$RUUUr':)37882S*
2015000260710 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
(Space above for Recorder's Use)
ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT
("Assignmenl") 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 Amendment and Restatement of Development Agreement for the Pacific
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 Pacific 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 LV Pacific Point
LLC (Operating Memorandum for Amended and Restated Development Agreement for the
Pacific San Juan Project) dated June 24, 2014 (the "Operating Memorandum"), recorded in the
Official Records on July 17, 2014 as Instrument No. 2014-000284207 (collectively, the
"Development Agreement"), pertaining to the development of certain real property owned by
Assignor and located in the City of San Juan Capistrano, California, informally 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 "Owner" under the Development Agreement, subject
to all of the terms, conditions and restrictions set forth in the Development Agreement.
C. In accordance with Section 4.2 of the Development Agreement, Assignor has
requested that City consent to the assignment and transfer of Assignor's right, title and interest in
and to the Development Agreement to Assignee.
D. Section 4.2 of the Development Agreement permits an assignment of the Owner's
interests, rights and title under the Development Agreement pursuant to the terms thereof.
Pursuant to the terms and conditions of Section 4.2 of the Development Agreement, the City has
approved and consented to the assignment of the Development 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 set forth, it is agreed:
1. Assignor hereby assigns and transfers to Assignee all of Assignor's right, title and
interest accruing to the Owner of the Project under the Development Agreement, subject to the
terms, covenants and restrictions set forth in the Development Agreement.
2. Assignee hereby accepts the assignment of the Development Agreement and shall
be entitled to all rights and benefits accruing to the Owner under the Development Agreement.
Assignee hereby assumes and agrees to observe and fully perform all of the duties and
obligations of Assignor under the Development Agreement.
3. Nothing contained herein shall in any way or manner expand, enhance, modify or
alter any obligation or liability of the Owner under the Development Agreement or under local
laws or otherwise create or impose any additional liability or obligation on the Owner under the
Development 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 WHERl-OF, 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
Name ^ofiy Bofsanti
Authorized Signatory
ACKNOWLEDGMENT
STATE OF NEW YORK )
) ss.
COUNTY OF NEW YORK )
On the 5^ day o^/y^^^L-U in the year 2015 before me, the undersigned, a Notary
Public in and for said State, personally appeared /iTho/Ti 'Z'j^ C^^g/? T^Jpcsonally 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 LISAA.PHELAN
Notary Public State of New York
Quatitieo m New York County
Reg No. 01PH6292618
Commission Expires November 4,2017
Signature Page - Assignment and Assumption of Development Agreement
"ASSIGNEE"
PACIFIC POINT DEVELOPMENT
PARTNERS LLC,
a Delaware limited liability company
By: ryl^ 4
^2ycdt:/ Jason l4ller
T'\i\p< 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 Califomia )
County of _U6ii4jj^£tei_)
On APQiC ISI. 2oir before me, Sarah E. Frayer , a Notary Public,
personally appeared Jasnn tCnllor ,
who proved to mc on the basis of satisfactory evidence to be the person^s) whose name(9)(^3(ttre-
subscribed to the within instrument and acknowledged to me tha^Qf^ghe/tliey executed the same
in(^4ici7thcir authorized capacityft**), and that by@yhci7tlieir signature(-s) on the instrument
the pcrsonfs^, or the entity upon behalf of which the person^ acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of Califomia that the
foregoing paragraph is true and correct.
Signature Page - Assignment and Assumption of Development 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. Frayer
Commission #: 1962582 Vendor#: NNAl
Date commission expires: Dec 3, 2015
Place of Execution: Corona
Date: 5/19/2015^ Signature:
'mis ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT BY AND
BETWEEN LV PACIFIC POINT LLC, A DELAWARE LIMErED LIABILITY COMPANY
C'ASSIGNOR"), AND PACIFIC POINT DEVELOPMENT PARTNERS LLC, A DELAWARE
LIMITED LIABILITY COMPANY ("ASSiGNEH"), IS APPROVED AND CONSENTED TO
BY THE CITY OF SAN JUAN CAPISTRANO THIS 5TII DAY OF MAY, 2015;
"CITY"
CITY OF SAN JUAN CAPISTRANO,
a municipal corporalion
By:
ntlc: WAOJ^tiT
Title: A^c^„d4ChHC!ietk
APPROVED AS TO FORM FOR CITY:
Name: Robert Owen
Title: City Attorney
Signalurc Page - Assignment and Assumption of Development Agieement
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)
Mav 8, 2015, before me, Christy JakI, Deputy 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) is/arc subscribed to the within instrument and
acknowledged to me that he/she/lhey executed the same in his/her/their authorized capacity (ies), and
that by his/her/there signature on the instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.
I certify under PRNALIT 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 and Assumption of Development
Agreement
LV Pacific Point LLC & Pacific Point Development
Partners, LLC
Capacity Claimed by Signers
Mayor
City Attorney
Titi^
Signer is Representing
City of San Juan Capistrano
EXHIBIT "A"
TO
ASSIGNMENT AGREEMENT
LEGAL DESCRIPTION
Real property in the City of San Juan Capistrano, County of Orange, State of Califomia,
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) TOTS 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 IMDER SAID
LAND, TOGETHER WITH I HE 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 TRACTNO. 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 I 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 COUN TY RECORDER OF SAID COUNTY.
EXCEP l THEREFROM ALL WA'lUR RIGHTS AS DEDICATED TO THE CITY OF SAN
JUAN CAPISTRANO ON I HE 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 I 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 J RACT NO. 16747.
PARCEL 5: (APN'S: 675-411-75 AND 675-411-71) LETTERED LOTS A AND B,
INCLUSIVE, OF TRACTNO. 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
FIOWARD 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 DEDICA TED 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 LETFERED
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 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
7
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. 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 TRAC'l' 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 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. 16752.
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