Resolution Number 15-05-05-04 RESOLUTION NO. 15-05-05-04
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN JUAN
CAPISTRANO APPROVING ASSIGNMENT AND ASSUMPTION OF VARIOUS
AGREEMENTS RELATING TO THE PREVIOUSLY-APPROVED 257-ACRE TRACT
TO BE DEVELOPED WITH 416 DWELLING UNITS SUBJECT TO
COMPREHENSIVE DEVELOPMENT PLAN (COP) 81-01, FORSTER CANYON
(APPLICANT: LV PACIFIC POINT LLC) (THE"PACIFICA SAN JUAN PROJECT")
WHEREAS, SJD Partners, LTD., a California limited partnership ("Former Subdivider")
entered into the following agreements(collectively, the"Original Agreements")with the City of San
Juan Capistrano ("City") relating to a 257-acre tract to be developed with 416 dwelling units
subject to Comprehensive Development Plan ("COP") 81-01, Forester Canyon (the"Pacifica San
Juan Project"):
1. A Subdivision Improvement Agreement for Tentative Tract Map 14196,dated December 6,
2005, and recorded in the Official Records of Orange County, California("Official Records")
on December 29, 2005, as Instrument No. 2005001036235, which provides for Former
Subdivider to construct certain works of improvement and perform other obligations relating
to the filing of a Final Map of Tract 14196 ("Original SIA for TTM 14196"); and,
2. A Subdivision Improvement Agreement for Tentative Tract Map 15609, dated October 17,
2006, and recorded in the Official Records on October 27, 2006, as Instrument No.
2006000725671, which provides for Former Subdivider to construct certain works of
improvement and perform other obligations relating to the filing of a Final Map of Tract
15609 ("Original SIA for TTM 15609"); and,
3. A Subdivision Improvement Agreement for Tentative Tract Map 15687, dated December 6,
2005, and recorded in the Official Records on December 29, 2005, as Instrument No.
2005001036234, which provides for Former Subdivider to construct certain works of
improvement and perform other obligations relating to the filing of a Final Map of Tract
15687 ("Original SIA for TTM 15687'); and,
4. A Subdivision Improvement Agreement for Tentative Tract Map 16747, dated October 17,
2006, and recorded in the Official Records on October 27, 2006, as Instrument No.
2006000725670, which provides for Former Subdivider to construct certain works of
improvement and perform other obligations relating to the filing of a Final Map of Tract
16747 ("Original SIA for TTM 16747'); and,
5. A Subdivision I mprovement Agreement for Tentative Tract Map 16748, dated December 6,
2005, and recorded in the Official Records on December 29, 2005, as Instrument No.
2005001036236, which provides for Former Subdivider to construct certain works of
improvement and perform other obligations relating to the filing of a Final Map of Tract
16748 ("Original SIA for TTM 16748"); and,
5/5/2015
6. A Subdivision ImprovementAgreement for Tentative Tract Map 16749, dated December 6,
2005, and recorded in the Official Records on December 29, 2005, as Instrument No.
2005001036237, which provides for Former Subdivider to construct certain works of
improvement and perform other obligations relating to the filing of a Final Map of Tract
16749 ("Original SIA for TTM 16749"); and,
7. A Subdivision Improvement Agreement for Tentative Tract Map 16750, dated July 3, 2006,
and recorded in the Official Records on July 31, 2006, as Instrument No. 2006000508128,
which provides for Former Subdivider to construct certain works of improvement and
perform other obligations relating to the filing of a Final Map of Tract 16750 ("Original SIA
for TTM 16750"); and,
8. A Subdivision Improvement Agreement for Tentative Tract Map 16751, dated October 17,
2006, and recorded in the Official Records on October 27, 2006, as Instrument No.
2006000725669, which provides for Former Subdivider to construct certain works of
improvement and perform other obligations relating to the filing of a Final Map of Tract
16751 ("Original SIA for TTM 16751"); and,
9. A Subdivision Improvement Agreement for Tentative Tract Map 16752, dated October 17,
2006, and recorded in the Official Records on October 27, 2006, as Instrument No.
2006000725672, which provides for Former Subdivider to construct certain works of
improvement and perform other obligations relating to the filing of a Final Map of Tract
16752 ("Original SIA for TTM 16752"); and,
10. A Special 4(d) Interim Habitat Loss Implementation Agreement, dated July 3, 2006, and
recorded in the Official Records on July 14, 2006, as Instrument No. 2006000472044
which assures compliance with a Special 4(d) Rule Interim Habitat Loss Mitigation Plan for
Tentative Tract Map 14196 Pacific Point Project (a.k.a. Pacifica San Juan), County of
Orange, issued by the U.S. Fish and Wildlife Service and the California Department of Fish
and Game (now known as the California Department of Fish and Wildlife) on January 31,
1997; and,
11. TheAgreement Establishing Soils Subsidence Remediation Program, dated November 1,
2005, and recorded in the Official Records on November 9, 2005, as Instrument No.
2005000903228, which requires the Former Subdivider to implement a Soils Subsidence
Remediation Program pursuant to Title 9 of the City Municipal Code, Section 9.3.545 with
respect to Tentative Tract Maps 14196 and 15609; and,
12. Amendatory Agreement Water Facilities Agreement-Suncal Properties, dated March 16,
2004 which provides for Former Subdivider to construct certain Domestic and Non-
Domestic water facilities and perform other obligations relating to the Pacifica San Juan
Project ("Original Water Facilities Agreement'); and,
13. A Development Agreement for an undeveloped portion of a 257-acre development project
which is commonly known as the "Pacifica San Juan" Project, which Agreement was
executed in 1992, amended in 2002, and amended and restated in 2004, and amended in
2014.
2 5/5/2015
WHEREAS, LV Pacific Point LLC, a Delaware Limited Liability Company("Owner"),whose
mailing address is 3121 Michelson Drive., Suite 200, Irvine, CA 92612 is the successor-in-interest
to Former Subdivider and the owner of those certain parcels of land situated in the City of San
Juan Capistrano, Orange County, generally described as Vested Tentative Tract Maps 14196 and
15609; and,
WHEREAS, the Owner was assigned and assumed the responsibility to perform those
certain works of improvement set forth in the Original SIA for TTM 14196, Original SIA for TTM
15609, Original SIA for TTM 15687, Original SIA for TTM 16747, Original SIA for TTM 16748,
Original SlAforTTM 16749, Original SlAforTTM 16750, Original SlAforTTM 16751, Original SIA
for TTM 16752, the Amendatory Agreement Water Facilities Agreement—Suncal Properties; the
Agreement Establishing Soils Subsidence Remediation Program, and the Development
Agreement; and,
WHEREAS, On April 21 2015, the City approved the following amendments and
reinstatements to the Original SIA's ("Amended SIA's") with the Owner; and,
1. Amendment#1 and Reinstatement to Subdivision Improvement Agreement (Subdivision
Improvement Agreement Tentative Tract Map 14196); and,
2. Amendment#1 and Reinstatement to Subdivision Improvement Agreement (Subdivision
Improvement Agreement Tentative Tract Map 15609); and,
3. Amendment#1 and Reinstatement to Subdivision Improvement Agreement (Subdivision
L; Improvement Agreement Tentative Tract Map 15687); and,
4. Amendment#1 and Reinstatement to Subdivision Improvement Agreement (Subdivision
Improvement Agreement Tentative Tract Map 16747); and,
5. Amendment#1 and Reinstatement to Subdivision Improvement Agreement (Subdivision
Improvement Agreement Tentative Tract Map 16749); and,
6. Amendment#1 and Reinstatement to Subdivision Improvement Agreement (Subdivision
Improvement Agreement Tentative Tract Map 16750); and,
7. Amendment#1 and Reinstatement to Subdivision Improvement Agreement (Subdivision
Improvement Agreement Tentative Tract Map 16751); and,
8. Amendment#1 and Reinstatement to Subdivision Improvement Agreement (Subdivision
Improvement Agreement Tentative Tract Map 16752).
WHEREAS, Owner has entered into a certain Agreement of Purchase and Sale and Joint
Escrow Instructions dated as of March 9, 2015, with Pacific Point Development Partners LLC, a
Delaware Limited Liability Company whose mailing address 4343 Von Karman Avenue, 3rd Floor
Newport Beach, California, 92660 ("Subdivider"); and,
3 5/5/2015
WHEREAS,the Assignment and Assumption Agreements are attached as Attachments 6
through 10 to the agenda report that was presented to the City Council in connection with its
consideration of this Resolution on May 5, 2015.
" NOW, THEREFORE, BE IT RESOLVED, as follows:
SECTION 1. Recitals.
The above recitals are true and correct and are adopted as the findings of City Council.
SECTION 2. Approval of Assignment and Assumption of Original Agreements and
Amended SIA's.
The City Council does hereby approve the assignment and assumption of the Former
Subdivider's interests in each of the four (4) Original Agreements (Item Nos. 10-13) listed in the
first recital of this Resolution to the Subdivider, and the City Council does hereby approve the
adoption of each of the four(4)Assignment and Assumption Agreements, and the Assignment and
Assumption Agreement for the eight(8)Amended SIA's (Item Nos 1-8)listed in the fourth recital of
this Resolution that was presented to the City Council in connection with its consideration of this
Resolution at the May 5, 2015, City Council meeting.The Mayor is hereby authorized to execute
all Assignment and Assumption Agreements on behalf of the City of San Juan Capistrano subject
to receipt of all partially executed Assignment and Assumption Agreements from the Subdivider as
approved as to form by the City Attorney and accepted by the City Engineer for the Pacifica San
Juan Project.
SECTION 3. Severability.
If any section, subsection, subdivision, paragraph,sentence, clause or phrase, or portion of
this Resolution is,for any reason, held to be unconstitutional or invalid or ineffective by any court
of competent jurisdiction, such decision shall not affect the validity or effectiveness of the
remaining portions of this Resolution or any part thereof. The City Council herby declares that it
would have adapted this Resolution and each section, subsection, subdivision, paragraph
sentence, clause or phrase of this Resolution irrespective of the fact that one or more sections,
subsections, subdivisions, paragraphs, sentences, clauses or phrases be declared
unconstitutional or invalid or ineffective. To this end the provisions of this Resolution are declared
to be severable.
PASSED,APPROVED AND ADOPTED this 5" day of May 2015.
OA,t,k� (k U)-
DEREK REEVE, MAYOR
ATT ST.
fDLQ MEPAA24
L A MORRI Y CLERK
4 5/5/2015
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss.
CITY OF SAN JUAN CAPISTRANO )
I, MARIA MORRIS, appointed City Clerk of the City of San Juan Capistrano,do hereby certify that
the foregoing Resolution No. 15-05-05-42 was duly adopted by the City Council of the City of San
Juan Capistrano at an Adjourned Regular meeting thereof, held the 5" day of May 2015, by the
following vote:
AYES: COUNCIL MEMBERS: Allevato, Perry, Ferguson, Patterson and Mayor Reeve
NOES: COUNCIL MEMBER: None
ABSENT:: COUNCIL MEMBER: None
MARA MORRIS Ciy Jerk
5 5/5/2015