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15-0505_Assign & Assump Subdivision Impr Agr_Pacific Point DevR«rorilr>o RequeslecJ By: First American Title Company NotiofiQl Homebuiidef Sewices Subdivision Deportmonl Recorded in Official Records, Orange Hugh Nguyen, Clerk-Recorder County 51 THIS DOCUMENT WAS PREPARED BY, AND AFTER RECORDING RETURN TO: * $RD00753Z866 2015000260714 4:30 pm 05/19/15 105 404 A30 A38 F14 12 .. ^ . ^ . 0,00 0.00 0.00 0.00 33.00 0.00 0.00 0 Pacific Point Development Partners LLC c/o DMB Pacific Ventures LLC4343 Von Karman Avenue, 3"^ Floor Newport Beach, California, 92660 Attention: Mark C. Kehke $ * .00 (Space above for Recorder's Use) ASSIGNMENT AND ASSUMPTION OF SUBDIVISION IMPROVEMENT AGREEMENTS THIS ASSIGNMENT AND ASSUMPTION OF SUBDIVISION IMPROVEMENT AGREEMENTS ("Assignment") is made as of May 5, 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 foltowing 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 (1) that certain Amendment #1 and Restatement to Subdivision Improvement Agreement (Subdivision Irnprovement Agreement Tentative Tract Map 14196) for the Pacifica San Juan Project dated Op'\\ 2015, recorded in the Official Records of Orange County, California ("OfTicial Records") on <Y\cxx\ 2015 as Instrument No. 2015-tYD22£Ann: (2) that certain Amendment #1 and Restatement to Subdivision Improvement Agreement (Subdivision Improvement Agreement Tentative Tract Map 16747) for the Pacifica San Juan Project dated April '2-1 , 2015, recorded in the Official Records on 2015 as Instrument No. 2015- nn02:25B34: (3) that certain Amendment # 1 and Restatement to Subdivision Improvement Agreement (Subdivision Improvement Agreement Tentative Tract Map 15687) for Ihe Pacifica San Juan Project dated April Q-V , 2015, recorded in the Official Records on {^XlL\5 as Instrument No, 2015-DQO226gf^; (4) that certain Amendment #1 and Restatement to Subdivision Improvement Agreement (Subdivision Improvement Agreement Tentative Tract Map 15609) for the Pacifica San Juan Project dated QpfvV Dl . 2015, recorded in the Official Records on /V\fii^ \ 2015 as Instrument Wo. 2015- rirf>30=Ao:Ti (5) that certain Amendment ii\d Restatement to Subdivision Improvement Agreement (Subdivision Improvemenl Agreement Tentative Tract Map 16749) for the Pacifica San Juan Project dated ApfV\, 2015, recorded in the Official Records on fJUll( I . 2015 as Instrument No. 2015-frn23^6£ffe (6) that certain Amendment #1 and Restatement to Subdivision Improvement Agreement (Subdivision Improvement Agreement Tentative Tract Map 16750) for the Pacifica San Juan Project dated Gpy't \ , 2015, recorded in the Official Records on lYl^ \ 2015 as Instrument No. 2015-_ca2Q3^ai» 0) »hat certain Amendment #1 and Restatement to Subdivi.sion Improvement Agreement (Subdivision Improvement Agreement Tentative Tract Map 16751) for the Pacifica San Juan Project dated ftXt^ 91 , 2015, recorded in the Official Records on rf\riL( \. . 2015 as Instrument No. 2015- QODOPfj^Pc^; and (8) that certain Amendment #1 and Restatement to Subdivision Improvement Agreement (Subdivision Fmprovemem Agreement Tentative Tract Map 16752) for the Pacifica San Juan Project dated ftp(\\ 2015, recorded in the OfTicial Records on yYlQx( \ 2015 as Instrument No. 2015-Q3^2^o3 (collectively, the "Subdivision Improvement Agreements"), 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 ail 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 each Subdivision Improvement Agreement, subject to all of the terms, conditions and restrictions set forth in the Subdivision Improvement Agreements. C. In accordance with Section 27 of each Subdivision Improvement Agreement, Assignor has requested that City consent to the assignment and transfer of Assignor's right, title and interest in and to the Subdivision improvement Agreements to Assignee. D. Pursuant to the terms and conditions of Section 27 of each Subdivision Improvement Agreement, the City has approved and consented to the assignment of the Subdivision Improvement Agreements 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 ail of Assignor's right, title and interest accruing to the Owner of the Project under the Subdivision Improvement Agreements, subject to the terms, covenants and restrictions set forth in the Subdivision Improvement Agreements. 2. Assignee hereby accepts the assignment of the Subdivision Improvement Agreements and shall be entitled to all rights and benefits accruing to the Owner under the Subdivision Improvement Agreements. Assignee hereby assumes and agrees to observe and fully perform all of the duties and obligations of Assignor under the Subdivision Improvement Agreements. 3. Nothing contained herein shall in any way or manner expand, enhance, modify or alter any obligation or liability of the Owner under the Subdivision improvement Agreements or under local laws or otherwise create or impose any additional liability or obligation on the Owner under the Subdivision Improvement Agreements 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. 2 6. Assignor and Assignee each hereby covenants that it will, at any lime and from lime to time, execute any documents and lake 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] 3 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 By: ^y^iy/^^-J^ ^^"^^ L^^n^iowy-BarsantL Title: ACKNOWLEDGMENT STATE OF NEW YORK ) ) ss. COUNTY OF NEW YORK ) On the ^sl day of fl.pt^i i in the year 2015 before me, the undersigned, a Notary Public in and for said State, personally appeared f\nT>iOn C^/otbpersonally known to me or proved to mc 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 N«ary Pudj.c. Siste oi New yoth Quali'iec in New YOfV County Reg No. 01PH6292618 Convnission Expires ^4ovemt)•^4, 2017 Signature Page - Assignment and Assumption of Subdivision Itnprovcmcnt Agreements "ASSIGNEE" PACIFIC POINT DEVELOPMENT PARTNERS LLC, a Delaware limited liabiliiy company 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 LftS /Wbet-CS ) On AWu n.Tatf personally appeared before mc, Sarah E. Rayef a Notary Public, Jason Keflflf who proved to mc on the basis of satisfactory evidence to be the person^) whose namofsjij^are subscribed to the within instrument and acknowledged to mc that ^ehe/they executed the same in ^5B*cfAlreH'r authorized capacityftc?), and that byl^sJihw/their signature^^) on the instrument the person(-»)5 or the entit>' upon behalf of which the personf*) 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. FRAYER f Cmtrium # i9W5S2 | NoOry PwWc • Cmom\t | Lav AA|pittt Oottfl^f WtffTiatWMiAflHl Signature (Seal) Signature Page - Assignmem and Assumption of Subdivision Improvement Agreements 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: ^1V"^ THIS ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT BY AND BETWEE^J LV I'AClFIC POINT LLC, A DELAWARE LIMITED LIABILITY COMPANY C'ASSIGNOR"), AND PACIFIC POINT DEVELOPMENT PARTNERS LLC, A DELAWARE LIMI TED LIABILITY COMPANY ("ASSIGNEE"). IS APPROVED AND CONSENTED TO BY THE CITY OF SAN JUAN CAPISTRANO THIS 5TH DAY OK MAY, 2015: "CITY" CITY OF SAN JUAN CAPISTRANO, a municipal corporation By: Ve^^v fiocNft" litic: ^Acu^cr Title: :gg^u!b^Cl^C-b±.- APPKOVED AS TO FORM FOR CITY: Robert Owen Title: City Attorney SjonBtufT! r»v) • *»«iBfi™>i» •w3 Ai»urr*ttan <H StAKlivnion lFnpf«»«™n1 *BrwttmBBt» PUBLIC AGENCY FORM OF ACKNOWLEDGEMENT A notary public or other officer completing this certificate vcrilics only the identity ofThc individual who signed (he document, to which this certificate is attached, and not the truthfulness, accuracy, or validity ofthat document, State ofCalifornia County of Orange ) ss. City of San Juan Capistrano ) (Gov't Code 40814 & Civil Code 1181) On May 8. 2015. before me, Christy Jakl, Deputy City Clerk, personally appeared Derek Reeve, Mayor and Bob Owen. Cit>' Attorney, who proved to mc on the basis ofsalisfactory evidence to the be person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to mc that hc/shc/they executed the same in his/her/lhcir authorized capacity (ics), and that by his/hcr/thcre signature on the instrument the pcrson(s),or the entity upon behalf of which the pcrson(s) acted, executed the instrument, I certify under PENALTY OF PERJURY under the laws otThc Stale ofCalifornia that the foregoing paragraph is true and correct. (SEAL) WI TNESS my hand and olTicial seal. Chri OPTIONAL Capacity Claimed by Signers Description of Attached Document Ti( Ic or Type of DocLincnt Mayor City Attorney Assignment and Assumption of Subdivision linprovcmcni Agreemenis Title LV i'acific Poim LLC »S; PacUlc foifU Devclopincni Panncrs, LLC Signer is Representing City ofSan Juan Capistrano CERTIFICATION Pursuant to the provisions of GoverntT»ent Code 27361.7,1 certify under penalty of perjury that the following is a true copy of illegible wording found In the attached documents: (Print or type the page numberfs) and wordlno below): CV^v(^ 5(A,U1 K)?p^M^ u\(.y-v^ C\\i/| OG 5av\v)v:^ va r/Af>\?it^r>o Date: Signature: A.Salters EXHIBIT "A" TO ASSIGNMENT AND ASSUMPTION AGREEMENT LEGAL DESCRIPTION Real property in the City of San Juan Capistrano, County of Orange, State ofCalifornia, 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 fisj 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 OP 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. K-RUM 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 I 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 WIPE, BY DEED RECORDED JUNE 6, 1956, !N 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 LETfERED LOTS A THROUGH J, INCLUSIVE, OF TRACT NO. 16750, AS PER MAP RECORDED IN BOOK 883, PAGES I 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 8 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) LOTS 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 TRAC T NO. 16751, PARCEL 8: (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. 9