15-0505 Assign & Assump of Water Facilities Agr - BTW LV Pacific & Pacitifc Point - NOT RECORDEDTHIS DOCUMENT WAS PREPARED BY,
AND AFTER RECORDING RETURN TO:
Pacific Point Development Partners LLC
c/o DMB Pacific Ventures LLC
4343 Von Korman Avenue, 3rd Floor
Newport Beach, California, 92660
Attention: Mark C. Kehke
(Space above for Recorder's Use)
ASSIGNMENT AND ASSUMPTION OF WATER FACILITIES AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION OF WATER FACILITIES AGREEMENT
("Assignment") is made as of May,, 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
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 Water Facilities Agreement dated September 2, 2003, recorded in the
Official Records of Orange County, California on November 12, 2003 as Instrument No. 2003-
001382042, as amended by that certain unrecorded Amendatory Agreement dated March 16,
2004 (collectively, the "Agreement"), pertaining to the development of certain real property
owned by Assignor and located in the City of San Joan 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 "Developer" under the Agreement, subject to all of
the terms, conditions and restrictions set forth in the Agreement.
C. In accordance with Section XI of the Agreement, Assignor has requested that City
consent to the assignment and transfer of Assignor's right, title and interest in and to the
Agreement to Assignee.
D. Section XI of the Agreement permits an assignment of the Developer's interests,
rights and title under the Agreement pursuant to the terms thereof. Pursuant to the terms and
conditions of Section XI of the Agreement, the City has approved and consented to the
assignment of the 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 Developer of the Project under the Agreement, subject to the terms,
covenants and restrictions set forth in the Agreement.
2. Assignee hereby accepts the assignment of the Agreement and shall be entitled to
all rights and benefits accruing to the Developer under the Agreement. Assignee hereby assumes
and agrees to observe and fully perform all of the duties and obligations of Assignor under the
Agreement.
3. Nothing contained herein shall in any way or manner expand, enhance, modify or
alter any obligation or liability of the Developer under the Agreement or under local laws or
otherwise create or impose any additional liability or obligation on the Developer under the
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:
Name
Title: AnMwr.r, ommmu
Authorized Signatory
STATE OF NEW YORK
COUNTY OF NEW YORK
On thec9lday of (kDin the year 2015 before me, the undersigned, a Notary
Public in and for said State, personally appeared A'rrrhon� �Q-fSAn'personally known to
me or proved to me on the basis of satisfactory evidence to be the individual whose time 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 Sea])
v� I.IQ �0• n/L[�Q
' Notary Public
LISA A. PHELAN
Notary Puobc. State of New York
Qualified in New York County
Req No. 01 PH6202618
ComNaebn Expires November 4, 2017
Signature Page— Assignment and Assumption of Water Facilities Agreement
imeme8 m"00 A
vofsn@i2 bsgiiorliuA
nsU(J
"ASSIGNEE"
PACIFIC POINT DEVELOPMENT
PARTNERS LLC,
a Delaware limited liability company
ey: 4s
Na Jas n Kellur
T : 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 iD:t}NL�CLCS 1
On &VAL before me, Sarah E. Frayer , a Notary Public,
personally appeared Jason Keller ,
who proved to me on the basis of satisfactory evidence to be the persons) whose name(s)tB'arr
subscribed to the within instrument and acknowledged to me Ihat(Shhekhey executed the same
in herldaeir authorized capacity(iee), and that by Il9tcrMteir signature(a) on the instrument
the person(#, or the entity upon behalf of which the person(T) 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. FRYER
_ CemmYaalm/1982502
Notary Punk - Coldomla
Signature (Seal) : Los Angdn County
II 1 e 3 2015
Signature Page — Assignment and Assumption of Water Facilities Agreement
AWA aA 3 NARAZ
S8�'S82i +a rroieeimrno�
sintotit;� - aildu�l �tsto� P.
ytnuo� zateprtA aaJ i, 7.�
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THIS ASSIGNMENT AND ASSUMPTION OF WATER FACILITIES AGREEMENT 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"), IS APPROVED AND
CONSENTED TO BY TIfE CITY OF SAN JUAN CAPISTRANO THIS 5TH DAY OF MAY,
2015:
"CITY"
CITY OF SAN JUAN CAPISTRANO,
a municipal corporation
By: �� 9MNF'
Name: 4L",� f-jUk
Title: �A j I c
&T,t 111
1 l•L..
WE , Al
APPROVF,0
AS TO FORM FOR CITY:
Robert Owen
Name:
Title:
City AttorneY
Signature Page — Assignment and Assumption of Water Facilities Agreement
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, Mavor 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.
I certify under PENALTY OF PERJURY under the laws of the State of Califomia thatthe foregoing
paragraph is true and correct.
(SEAL)
Capacity Claimed by Signers
Mayor
City Attorney
Title
Signer is Representing
City of San Juan Capistrano
WITNESS my hand and official seal.
0 LL, --g I
Chr akl, Deput , Cl&k
OPTIONAL
Description of Attached Document
Title or Type of Document
Assignment and Assumption of Water Facilities
Agreement
LV Pacific Point LLC & Pacific Point Development
Partners, LLC
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,
75-085-38,675-085-47,675-085-
48, 675-081-19, 675-08545 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 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 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, 1N 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: 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 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
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 TRACT NO. 16751.
PARCEL 8: (APN'S: 675-471-01 THROUGH 675-47141, 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.