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15-0505 Assign & Assump of Dev Agr - BTW LV Pacific Point & Pacific Point - NOT RECORDEDTHIS DOCUMENT WAS PREPARED BY, AND AFTER RECORDING RETURN TO: Pacific Point Development Partners LLC c/o DMB Pacific Ventures LLC4343 Von Karman Avenue, 3rd Floor Newport Beach, California, 92660 Attention: Mark C. Kehke (Space above for Recorder's Use) ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT THIS ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT ("Assignment") is made as of May 22015, 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 SID 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 SID, 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 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: 116lez,✓ Name _ _y earsant' Title: ACKNOWLEDGMENT STATE OF NEW YORK COUNTY OF NEW YORK On the a I day in the year 2015 before me, the undersigned, a Notary Public in and for said State, personally appeared GJn13hD/1N -,3Ql54n;5personally 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) Ce 6L Notary Public LISA A. PHELAN Notary Pudic. State of New York Cualihec ,n Naw VOM County Rap No. 01 PH6292616 Com nn,ajon ExpiMs November 6.2017 Signature Page — Assignment and Assumption of Development Agreement linsais8 ynorlinA YtoisngiP, bssilof ituA "ASSIGNEE" PACIFIC POINT DEVELOPMENT PARTNERS LLC, a Delaware limited liability company BY - 4 NarP Jeeon 1 Iler Tit 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 California ) County of Lt& LE3, On AKIL V, UL5 before me, Sarah E. Frever , a Notary Public, personally appeared ,11HInn Krone, , who proved to me on the basis of satisfactory evidence to be the person(s) whose nam*)Sh subscribed to the within instrument and acknowledged to me tha&she/dtey executed the same inkjkAterhheir authorized capacity(iee), and that by�ir signature(s) on the instrument the person(a), or the entity upon behalf of which the persomM acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is we and correct. WITNESS my hand and official seal SAME FMYER CMIAY�IIn 11l= wraMMa CwM Signature (Seal) Signature Page—Assignment and Assumption of Development Agreement E AiYaAi 3 HAAA2 SUSKI • awwwo, aNMMl141-NO SMioM JuawaaJVV JuawdotanaQlo uoydwnssy pue wawuSnsV — a8ed DIMUU2tS Aewogy 40 :ODU uemo jjagoU :amnN :AJ.I3 NOd WNOd OS SV GHAONddV :a11m, -rnw � :otueN Afl uotletoc400 ledtotunuc n `ONVUSldVO War NVS 30 AJ.Ip .AJ.IO,� :SIOZ'AVW d0 AVG HIS SIHJ.OMV-HISIdVO NVflf NVS d0 A.LID 9H.L Ag 01 (J3.LN9SNOJ ONV O3AON<IdV SI `i..99NOISMW) ANWdWOO AJ.IIIEV17 O9J.IWI'I 9NWMW'19O V `O'I'I S2IflN.LNVd JNHWdO'IHASG JMOd OIdIJVd ONV `i,;NONOISSV,.) ANVdWOJ AJAIIflVI'I O9J.IWI'I 9NWMW79O W `O'I'1 J.NIOd JIdIJVd Al N99AUSE1 ONV A9.LN9WSIWOV .LNSWdO'19A9O 80 NOIJ.dWnSSV ONV JN9WNOISSW SIH.L 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 May 8, 2015, before me, Christy Jakl, Deputy City Clerk, personally appeared Derek Reeve, Mayor and Bob Owen, City Attorney, who proved tome on the basis of satisfactory evidence to the be person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they 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. 1 certify under PENALTY 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. Io C ist Jakl, De u ity ]erk OPTIONAL Capacity Claimed by Signers Description of Attached Document Title or Type of Document Mayor City Attorney Assignment and Assumption of Development Agreement Title LV Pacific Point LLC & Pacific Point Development Partners, LLC 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 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 75-085-38,675-085-47,675-085- 48,675-081-19,675-085-45 AND 675-08546) 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 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 675442-07) 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 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. 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 TRACT NO. 16747. PARCEL 5: (APN'S: 675411-75 AND 675411-71) 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 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. 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 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 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, 675451-25, 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 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. 8