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16-0606_PACIF POINT DEVELOPMENT PARTNERS, LLC_Amended & Restated Dev. Agr Second AmdRECORDING REQUESTED BY: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 WHEN RECORDED, MAIL TO: Maria Morris , City Clerk City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Exempt from Recording Fees: Government Code §§27383 , 6103 City of San Juan Capistrano Recorded in Official Records, Orange County Hugh Nguyen, Clerk-Recorder llllll ll lll ll llllllllllllllllll ll llll lllll llllllllll lllll lllll llll ll lll llll NO FEE * $ R 0 0 0 8 7 2 3 2 2 2 $ * 2016000469760 10:16 am 09/28/16 143 409 A17 9 0.00 0.00 0.00 0.00 24.00 0.00 0.00 0.00 This Space for Recorder's Use Only Second Amendment to Amended and Restated Development Agreement for the Pacifica San Juan Project Between the City of San Juan Capistrano and Pacific Point Development Partners, LLC 6114 7 .00000\24820090 .1 SECOND AMENDMENT TO AMENDED AND RESTATED DEVELOPMENT AGREEMENT FOR THE PACIFICA SAN JUAN PROJECT BETWEEN THE CITY OF SAN JUAN CAPISTRANO AND PACIFIC POINT DEVELOPMENT PARTNERS,LLC This Second Amendment to the Amended and Restated Development Agreement for the Pacifica San Juan Project (the "Amendment") is entered into between the City of San Juan Capistrano , a municipal corporation ("City"), and Pacific Point Development Partners , LLC , a California limited liability company ("Owner"). City and Owner are referred to collectively within this Amendment as the ''Parties ." RECITALS A. Owner owns the real property within the City (the "Property") which is described on Exhibit ''A" and shown on Exhibit "B" to this Amendment. The Property represents the remaining undeveloped portion of a 257 -acre development project which has been known as both "Pacific Point" and "Pacifica San Juan" (the "Project"). B. In 1992, City and Owner's predecessors entered into a Development Agreement which was subsequently amended in 2002 and amended and restated in 2004 and Amended on May 16, 2014 (collectively, the "Development Agreement"). C . The Parties have now agreed to an extension of the Term of the Development Agreement. D . This extension was approved by the City Council by ordinance on JLA.ne lo. .' 2016. AGREEMENT The Parties agree as follows: 1. Section 4.1 of the Development Agreement shall be amended in its entirety to read: ''Term of Agreement. Unless otherwise extended , terminated or modified pursuant to this Agreement, the term of this Agreement (the ''Term") shall commence on the Effective Date and shall extend through January 16, 2022." Except as so modified , all provisions of the Development Agreement shall remain in full force and effect. This Amendment has been signed as of \ \oP. \a , 2016, the effective date of the ordinance approving this Amendment. [Signatures on following page] hl1 4 7 001100 2 -1 2001/U I SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED DEVELOPMENT AGREEMENT FOR THE PACIFICA SAN JUAN PROJECT BETWEEN THE CITY OF SAN JUAN CAPISTRANO AND PACIFIC POINT DEVELOPMENTPARTNERS,LLC "City" n Juan Capistrano, I corporation Approve as to Form 61147 .00000 \24 820090 .1 "Owner" Pacific Point Development Partners, LLC a Delaware limited liability company By: Taylor Morrison Pacific Point Holdings, LLC, a Delaware limited liability company, Byltt\~a Philip S. Bod em Name ------------------------ Title Vice President -------------------------- 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 C)yo.. vlj e._ On Av'J) v s+ '2-2-, 20_!1, before me, /\:,1\\e 'I :Xt\n Motltev-'Notary Public, personally appeared ph I \I p S . Bo ole fYl , who proved to me on the basis of satisfactory evidence to be the person(s) whose name is subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity, and that by his/her/their signature on the instrument the person, 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 California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature-----+~_.:;_.,___ ________ _ (seal) 61147 .00000\24820090 .1 EXHIBIT A Leg a I Description of the Property Real property 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 Lk 1 f FRED 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 LEI ILRED 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. 61147.00000\24820090 .1 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 COUN1Y RECORDER OF SAID COUN1Y. PARCEL 4A: (APNI 675-441-04 AND 675-441-06) LOT 1 OF TRACT NO. 16747, AS PER MAP RECORDED IN BOOK 885, PAGES 10 THRU 18 INCLUSIVE, OF MISCELLANEOUS MAPS IN THE OFFICE OF THE. COUN1Y RECORDER OF SAID COUN1Y. ACCEPTING THEREFROM THAT PORTION OF LE 11 FRED LOT I OF TRACT 16747, INCLUDED WITHIN PARCEL 1 AS DESCRIBED IN DCHIBIT'A" AND SHOWN ON EXHIBIT "B" OF LOT LINE ADJUSTMENT NO. 07-16747-01, SAID LOT LINE ADJUSTMENT RECORDED MAY 8, 2007, AS INSTRUMENT NO. 07-0298751, OF OFFICIAL RECORDS OF SAID COUN1Y, ALSO EXCEPT THEREFROM ALL WATER RIGHTS AS DEDICATED TO THE CI1Y 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 COUN1Y RECORDER OF SAID COUN1Y. 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 CI1Y OF SAN JUAN CAPISTRANO ON THE MAP OF TRACT NO. 16748, PARCEL 6: (APN: 675.411-73) LETTERED LOT A, OF TRACT NO. 16749, AS PER MAP RECORDED IN BOOK 875, PAGES 11 THRU 15 INCLUSIVE, OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUN1Y RECORDER OF SAID COUN1Y. 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 CI1Y OF SAN JUAN CAPISTRANO ON THE MAP OF TRACT NO. 16749. 61147.00000\24820090 .1 PARCEL 7: (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, 675-351-17 AND 675-361-17) 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 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. 16750, PARCEL 8: (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 TRACT NO, 16751, PARCEL 9: (APN'S: 675-471-01 THROUGH 675-471-41, 675-461-01 THROUGH 675-161-52) 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 UNDNIDED 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, 61147.00000\24820090.1 61147.00000 \2 4 820090.1 EXHIBITS Map of the Property 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 June 6, 2016 , before me, Maria Morris, City Clerk, personally appeared Pam Patterson, Esq., Mayor, and Jeff Ballinger, City Attorney, who proved to me on the basis of satisfactory evidence to the be person whose name is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity, and that by his/her/there signature on the instrument the person, 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 California that the foregoing paragraph is true and correct. (SEAL) Capacity Claimed by Signers Mayor City Attorney Title Signer is Representing City of San Juan Capistrano and and official seal. Description of Attached Document Amendment to Development Agreement for the Inn at the Mission San Juan Capistrano Project, formerly known as the Plaza Banderas Hotel and Mixed Use Project, Between the City of San Juan Capistrano and South Coast Investors II, LLC.