15-0529-PACIFIC POINT DEVELOPMENT_CorrespondencePACIFIC POINT OEVFXOPMENT PARTNERS OElf^u, Vc 0
c/o Taylor Morrison Ilomc Corporatiou- ^
4900 N.Scottsdale Road, Suite 2000'-^ 29 PH 3 ^'Q
Scottsdale. AZ 85251
CITY c;.Fd;<
May 19.2015 --iLTi^y'JO
Cily Clerk / City Manager
The City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Re: (i) that certain Amendment and Restatement of Development Agreement for the
I'acific San Juan Project dated Jidy 16, 2004. by and between the City of San Juan
Capistrano (the "City") and SJD Partners, Ltd., recorded in the Official Records
ofOrange County (the "Register's Office") on July 12, 2004 as Instrument No.
2004-000624737 (the "Initial Project Ocvelopnient Agreement"), as amended
by that certain Amendment to Amended and Restated Development Agreement
for the Pacific San Juan Project dated May 6. 2014. by and between the City and
LV Pacific Point, LLC ("LVPP"), recorded in the Register's Office on May 27,
2014 as Instrument No. 2014-000203485 (the "Amendment"), together with that
certain addendum thereto effectuated by that certain Agreement Between tiie City
and LVPP (Operating Memorandum for Amended and Restated Development
Agreement for the Pacinca San Juan Project) dated June 24, 2014, recorded in the
Register's Oriicc on July 17, 2014 as Instrument No. 2014-000284207 (the
"Oncrating Mcmoratidum": and together with the Initial Project Development
Agreement and the Amendment, collectively, the "Agreement") and (ii) that
certain Assignment and Assumption of Development Agreement, dated as of the
date hereof, between LVPP and Pacific Point Development Partners LLC
("Owner") and consented to by the City to be reeorded in the Register's Office
alter the date hereof. Capitalized terms used but not otherwise detined herein
shall have the respective meanings ascribed to such terms in the Agreement.
To Whom It May Concern:
Owner hereby notifes you that Owner has reeorded a Mortgage against that certain
portion of the Property as more particularly described in Fxhibit A attached hereto. The name
and address of Mortgagee is as follows:
Starwood Properly Mortgage, L.L.C.
c/o Starwood Capital Group
591 West Putnam Avenue
Greenwich, Connecticut 06830
Attention: Andrew J. Sossen
I
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Accordingly, pursuant to Section 10.2 of the Agreement. Mortgagee shall be entitled to
receive written Notice from the City of any Owner Default at the same lime Owner is provided
with Notice pursuant to Section 8.4 of the Agreement.
Please do not hesitate to contact us should you have any questions or concerns.
[Signature Page Follows]
tlS,HIUU-;KMA\99467()0J
Sincerely,
PACIFIC POINT DEVELOPMENT PARTNERS LLC,
a Delaware limited liability company
By: ^G^k
Name: Philip S. Bodem
Title: Authorized Signatory
cc: Starwood Capita! Group
591 West Putnam Avenue
Greenwich. CT 06830
Attention: Andrew J. Sossen
Facsimile No.: (203)422-8192
Starwood Property Mortgage, L.L.C.
c/o Starwood Property Trust. Inc.
1601 Washington Ave
Miami BeachXL 33139
Attention: Don Kerr
Facsimile No.: (305) 695-5601
Fried, Frank Harris. Shriver & Jacobson LLP
One New York Plaza
New York. NY 10004
Attention: Michael J. Barker. Esq.
Facsimile No.: (212) 859-4000
[Signature Page to Notice to the rit>' of San Juan Capistrano]
Fxhibit A
Mortgaged Property
LEG AL DESCRIP nON
Rcnl property in the City of San Juan Capistrano, County of Orange, Stale of California, described
as follows;
PARCEL I: (APN'S; 675-085-39, 675-085-0! Tl IROOGH 675-0X5-38. 675-085-47. 675-085-48,
675-081-19.675-085-45 AND 675-085-46)
LO fS I. 7 THROUGH 44, INCLUSIVE. AND IXTTERED LOTS A THROUGH i;,
INCLUSIVE, OF 'I RACT NO. 14196, AS PER MAP RECORDED IN BOOK 875, PAGES 16
TIlRi; 21 INCLU'SlVi:, OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY. AMENDED PURSUANT TO THA'!'CERTAIN
CERTIFICATE OF CORRECTION RECORDED DECEMBER 22, 2008 AS INSTIU.iMENF
NO. 2008000584708 OF Ol'FlCIAE RECORDS.
ALSO EXCEPT rilEREFROM, AN UNDIVIDED ONE-HALF INTERES'f IN AEL FHE 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
JUNT: 6, 1956, IN BOOK 3538. PAGE 550 OP OFFICIAL RECORDS, AND KERILCORDliD
JULY 20. 1956. IN BOOK 3584, PAGE 339. OF OFI'ICIAL RFCORDS.
ALSO EXGI-PT THEREFROM ALE WATER RIGHTS AS DEDICATED TO THE CITY OF
SAN JL'AN 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 I THROUGH 23, INCLUSIVE, AND [.irrTERED LOTS A. B. AND D THROUGH F,
INCLUSIVE, Ol' TRACT NO. 15609, AS PER MAP RECORDED IN BOOK 885, PAGE.S 37
THRU 44 INCLUSIVE. OF MISCELLANEOUS MAPS IN THE OIO'ICF: Ol- "DIE COUNTY
RECORDER OF SAID COUN TY,
IIXCEPI lilEREFROM ALE WATER RIGHTS AS DEDICATi-ID TO THE. CITY OF SAN
JUAN CAPISTRANO ON THE MAP OF TRACT NO, 15609.
PARCEL 3: (APN'S: 675-081-17, 675-081-20, 675-081-22,675-41 1-74, 675-081-21, 675-081-23.
675-411-72, 675-081-18)
LOTS 1 AND 2. INCLUSIVE, AND LETTERED LOTS A THROUGH E, INCLUSIVE. OP
TRACT NO. 15687, AS PER MAP RECORDED IN BOOK 875, PAGES I THRU 5,
INCLUSIVE, OF MlSCELf-ANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER
OF SAID COUNTY,
ALSO EXCEPT THEREFROM, AN UNDIVIDED ONE-llAl.F IN l ERES I IN AEl, THE OIL.
GAS AND OTHER I lYDROCARBON SUBS'FANChS, IN, UPON AND UNDER SAID LAND,
TOGETHER WITH '14-lE INCOME ACCRUING HEREFROM, AS RESERVED BY HOWARD
L, KRUM AND FAY WILSON KRUM, 1 lUSBAND AND WIF'E. 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.
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ALSO EXCEPT THEREI-ROM ALE WA I ER RIGHTS AS DEDICATED TO Tl IE CITY OF
SAN JUAN CAPISTRANO ON Tl IE 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 11,
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 COLTXTY.
ALSO EXCEPT THEREFROM ALE WA FER RIGHTS AS DEDICATED TO THE CITY OF
SAN JUAN CAPISTRANO ON THE MAP OF TRACT NO. 16747.
PARCEL 5: (APN'S: 675-4! 1-75 AND 675-411-7 1)
LEITERF/D LOTS A AND B, INCLUSIVE. OF TRACT NO. 16748. AS PER MAP
RECORDED IN BOOK 875. PAGES6 rilRl.! 10 INCLUSIVE, OF MISCELLANEOUS MAPS
IN THE OFi-ICE OF THE COUN TY RECORDER OF SAID COUNTY.
ALSO EXCEPT THEREFROM. AN UNDIVIDED ONE-HALF iN'ITRES'l' IN ALL "HIE OIL,
GAS AND OTHER HYDROCARBON SUBSTANCES. IN, UPON AND UNDER SAID LAND.
TOGETHER WITH TIIE 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 W'.XTER RIGHTS AS DEDICATED TO'CHE CITY OF
SAN JUAN CAPISTRANO ON THE MAP OF'TRACT NO. 16748.
PARCEL 6: (APN'S: 675-42 I-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 THE COUN TY RECORDER
Of' SAID COUNTY.
ALSO EXCEPT THEREFROM, AN UNDIVIDED ONE-HALF IN TEREST IN ALL THE OIL.
GAS AND OTHER I lYDROCTXRBON SUBSTANCES. IN. UPON AND UNDER SAID LAND,
TOGE FIIER Wri H THE INCOME ACCRUING HEREFROM, AS RESERVED BY HOWARD
E. KRUM AND FAY WILSON KRUM. HUSBAND AND WIFE, BY DEED RIICORDED
JUNE 6, 1956. IN BOOK 3538, PAGE 550 OF OFI'ICIAE RF.CORDS. AND RERECORDED
JULY 20, 1956. IN BOOK 3584, PAGE 339, OF OFFICIAL RECORDS.
ALSO EXCEPT THEREFROM ALL WA I ER 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
INCI.USIVE. OF MISCELLANEOUS MAPS IN THE Ol'FICE Ol" TIIE COUNTY RECORDER
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01' SAID COUNTY.
EXCEPT THEREFROM AEL WATER RIG) ITS AS DEDICA FED TO Tl IE CITY OF SAN
JUAN CAPISTRANO ON THE MAP OF TRACT NO. 16751.
PARCEL 8: (APN'S: 675-47UOI THROUGH 675-471-41, 675-461-01 THROUGH 675-461-52)
LOTS i 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, 01' MISCELLANEOUS MAPS IN Tl IE OFPiCE OF Tl IE COUNTY RECORDER
OF SAID COUNTY,
ALSO EXCEPT THEREF'ROM, 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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