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HomeMy WebLinkAboutNDC SKYLINE ASSOCIATES, LLC AND INTEGRAL COMMUNITIES I, INC.RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Clerk of the Council City of Santa Ana 20 Civic Center Plaza M-30 P.O. Box 1988 Santa Ana, California 92702 A-2009-128 Recorded in Official Records, Orange County Tom Daly, Clerk-Recorder IIIIIiI II IIIIIIII II IIII IIII II IIII III II 1111111 II No FEE 2009000447820 02:Olpm 08119/09 120 49 A17 10 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 FREE RECORDING GOVERNMENT CODE § 6103 SECOND AMENDMENT TO DEVELOPMENT AGREEMENT by and between THE CITY OF SANTA ANA and NDC SKYLINE ASSOCIATES, LLC and INTEGRAL COMMUNITIES I, INC. Dated: May 18, 2009 Ordinance No. NS-2782 Ordinance No. NS-2783 SECOND AMENDMENT TO DEVELOPMENT AGREEMENT BETWEEN THE CITY OF SANTA ANA, NDC SKYLINE ASSOCIATES, LLC, and INTEGRAL COMMUNITIES I, INC. This SECOND AMENDMENT TO DEVELOPMENT AGREEMENT ("Second Amendment") is entered into between THE CITY OF SANTA ANA, a charter city and municipal corporation duly authorized under the Constitution and laws of the State of California ("City"), NDC SKYLINE ASSOCIATES, LLC, a Delaware limited liability company ("Skyline"), and INTEGRAL COMMUNITIES I, INC., a Delaware corporation ("Integral"). 1. Reference to Facts. This Second Amendment is entered into with reference to the following facts: 1.1 Capitalized terms not defined herein shall have the meaning set forth in the Development Agreement. 1.2 The Grand Plan 1, LLC, a California limited liability company ("GP1") and The Grand Plan 2, LLC, a California limited liability company ("GP2"), on the one hand, and City, on the other hand, entered into that certain Development Agreement dated August 4, 2005 and recorded in the Orange County Official Records on July 21, 2005 as Instrument No. 2005000565108 (as amended, the "Development Agreement") pursuant to which, among other things, Owner (as defined in the Development Agreement) was granted the vested right to develop a mixed use Project with residential condominiums and office/commercial/retail uses, as more particularly described therein. GP1 and GP2 subsequently assigned its rights and obligations under the Development Agreement with respect to Lake Towers to Skyline, and GP1 assigned its rights and obligations under the Development Agreement with respect to the Integral Project to Integral Communities I, Inc., a Delaware corporation. 1.3 As set forth above, Integral is the current owner of the Integral Project, having been assigned the Integral Project pursuant to the terms and provisions of the Development Agreement. 1.4 The original Development Agreement and Entitlements (i) described the Lake Towers Element of the Project would consist of two (2) towers with "for-sale" condominium units, and (ii) described the Integral Project would consist of "a five (5) or six (6) story building containing two hundred seventy-six (276) for-sale residential condominium units." 1.5 Lake Towers is nearing completion and, concurrently herewith, the City has approved certain modifications to existing Entitlements (including, Conditional Use Permit No. 2005-10) to permit Skyline to rent (and offer for rental) some or all of the Residential Units comprising Lake Towers (irrespective of whether any Residential Units are sold to third party purchasers). 2nd amendment to development agreement4 lake tower and integral 1.6 The Integral Project is still in the planning stage and, concurrently herewith, the City has approved certain modifications to existing Entitlements (including, Conditional Use Permit No. 2005-15) to permit Integral to rent (and offer for rental) some or all of the Residential Units comprising the Integral Project (irrespective of whether any Residential Units are sold to third party purchasers). 1.7 In connection with the foregoing, Skyline, Integral and City now desire to amend the Development Agreement to provide Skyline and Integral with the ability to rent (and offer for rental) some or all of the Residential Units comprising Lake Towers and Integral Project, respectively, in accordance with applicable Entitlements. 2. Right to Rent. Skyline, Integral and the City hereby acknowledge and agree that Skyline and Integral have the right to rent (and offer for rental) some or all of the Residential Units comprising Lake Towers and/or the Integral Project, respectively, in accordance with applicable Entitlements. The foregoing shall in no way be deemed to impose an obligation on Skyline or Integral to rent (or offer for rental) any or all of the Residential Units, or preclude Skyline or Integral from selling and renting (and offering for sale and rental) the Residential Units concurrently. 3. Modification of Certain Provisions. The Development Agreement is hereby amended and supplemented in the following particulars: 3.1 Section 1.1(1). The phrase "for-sale residential condominiums" appearing in Section 1.1(1) of the Development Agreement is hereby amended and restated to read as "for-sale condominium units or for-rent residential units." 3.2 Section 2.43(1). The phrase "three hundred fifty (350) for sale residential condominium units" appearing in Section 2.43(1) of the Development Agreement is hereby amended and restated to read as "three hundred forty-nine (349) for-sale condominium units or for- rent residential units." 3.3 Section 2.43(3). The phrase "two hundred seventy-six (276) for-sale residential condominium units" appearing in Section 2.43(3) of the Development Agreement is hereby amended and restated to read as "two hundred seventy-six (276) for-sale residential condominium units or for-rent residential units." 3.4 Section 2.50. The phrase "each of the for sale residential units" appearing in Section 2.50 of the Development Agreement is hereby amended and restated to read as "each of the for-sale (and with respect to Lake Towers and Integral Project, if applicable, the for-rent) residential units." 3.5 Section 4.1. Clause (ii) appearing in Section 4.1 of the Development Agreement is hereby amended and restated to read in its entirety as follows: "(ii) the granting of Certificates of Occupancy (or similar permission to occupy) for the final Element of the Project and, except with respect to Lake Towers and/or Integral Project, sale of all Residential Units." 3.6 Section 4.2.1. Anew Section 4.2.1 is added to the Development Agreement to read in its entirety: 3 2nd amendment to development agreement4 lake tower and integral 4.2.1. Residential Rental Manaeer. Should Skyline and/or Integral exercise its option to rent the Lake Towers or Integral Project, respectively, prior to occupancy of the first rental unit, Skyline or Integral shall first obtain the written consent of the City, acting through its Executive Director of Planning and Building Agency or designee (the "Director"), to Skyline's and/or Integral's proposed residential rental manager. In exercising his or her reasonable discretion, the Director shall limit his or her review to the experience and capabilities of the proposed residential rental manager and shall approve any such proposed rental manager if the manager has demonstrated experience or capabilities with respect to the managing rental properties on the scale of the Lake Towers and/or Integral, respectively. 3.7 Section 4.3. Clause (f) appearing in Section 4.3 of the Development Agreement is hereby amended and restated to read in its entirety as follows: "Buyer's of Residential Units (and with respect to the Lake Towers Element and/or the Integral Project, if applicable, buyer's or tenant's of Residential Units). 4. Full Force and Effect• Counterparts. Except as amended herein the Development Agreement shall remain in full force and effect in accordance with its terms. This Second Amendment may be executed in any number of counterparts, all of which shall constitute one and the same instrument. [Signature and Notary Pages Follow] 2nd amendment to development agreement4 lake tower and integral IN WITNESS WHEREOF, this Second Amendment has been executed by the City of Santa Ana, Skyline and Integral. Dated this 18th day of May, 2009. Approved as to Form: "CITY" THE CITY OF SANTA ANA, a charter city and municipal corporation duly authorized under the Constitution and laws of the State of California f~ By i~~~-•...---..' DAVID N. EAM City Manager ,, B ~,.~ ~~! y J EPH .FEET HER ity Attorney ,j ATT~S'j'• v pA~A 8 MEALY CLERK OF TIC? COUNCIL: "SKYLINE" NDC SKYLINE ASSOCIATES, LI_C, a Delaware limited liability company By ~'"/'~/a Name M h h ~ ~~ , Kau c~ v, Its -~e ~ ~S ~C C~v "Integral' INTEGRAL Communities I, INC., a Delaware corporation By Name ~1 5 R Its ~ 2nd amendment to development agreeinent4 lake tower and integral CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of Orange SS. On August 18. 2009, before me, Karen C. Gerardo, Notary Public Date Name and Title of Officer (e.g., "Jane Doe, Notary Public") personally appeared David N. Ream Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person{s} whose name{s} is~are subscribed to the within instrument and acknowledged to me that he1~h executed the same In hIS~"°rr,~.~+,r sir ~~~~~KAREN C. 6ERARDO authorized capacity4fes}, and that by Commla~to~ ~ 1750070 hisr""°i~ signature(s) on the instrument the Z Notary PubNC - Caltfomio ~ person{s3, or the entity upon behalf of which oran~ county the person(s) acted, executed the instrument. MYCarm.E~q~iwJtn10,2011 + 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. Place Notary Seal Above (/ r Signatur of Notary Public OPTIONAL Though the information below is not required bylaw, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ^ Individual ^ Corporate Officer -Title(s): ^ Partner -- ^ Limited ^ General ^ Attorney in Fact ^ Trustee ^ Guardian or Conservator ^ Other: Number of Pages: Signer is Representing: STATE OF CALIFORNIA ) ss. COUNTY OF ~r~tt~tr_ ) On ~ 1,~4t+t ~ , ~~ t~;~ before me, ~~ t ~ h i- . ~ [avY; 1_t e ~, ,Notary Public, personally appeared ^t~ ~ ~ ~ .t ,who proved to me on the basis of satisfactor evidence to be the person( whose namesO is/,axe subscribed to the within instrument and acknowledged to me that he/~/they executed the same in his/b~f/t~ir authorized capacity(.i~s), and that by his/her/tar signature(-a) on the instrument the personO, or the entity upon behalf of which the person(,sr) 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 JILL L. AAi1ROUEZ CommbtlOn #t 1620724 / ~ r Notary PubMc - CaNlorttla ,; , Oranpo Counts NATURE OF NOTAR :PUB MyComm. E>~Ns~ Nov 12,2009 STATE OF CALIFORNIA ) ss. COUNTY OF /~~}., Clr f7~ ~_ ) On f ~~'.~~~~ ~!>~ ~, ! ~'~'`,~ before me, ~,~?G~ t;l~~-~+ ~~~ ~i f~~~~~, ,Notary Public, personally appeared _Iti~G, f ¢ ~l c` w° ~~ ~~ ~ }'~r1 ~~ ~~~ ,who proved to me on the basis of satisfactory evidence to be the person whose names~~is/ark subscribed to .~ the within instrument and acknowled ed to me that e/ they executed the same in~Ii~/l~r/theit° authorized capacity(ies~, and that by ii~ei-1tl~r signature) on the instrument the person, 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 California that the foregoing paragraph is true and correct. WITNESS my hand and official seal SIGNATURE OF NOTARY PUBLIC SHANNON H. AIIKEN CortxnNtlon #~ 1691391 No1ay RiDMC - CaNfanlo ~ ~+N My Comm. Exptres Ssp 2, 201 2nd amendment to development agreement4 lake tower and integral CONSENT OF LENDER The undersigned (as successor-in-interest to Fremont Investment & Loan, a California industrial bank, "Beneficiary") holds the beneficial interest in that certain Deed of Trust and Fixture Filing recorded in the Office of the County Recorder of Orange County on June 20, 2006 as Instrument No. 2006000411437 (as amended from time to time, the "iStar Deed of Trust"), which iStar Deed of Trust encumbers a portion of the property covered by that certain Second Amendment to Development Agreement between The City of Santa Ana, a charter city and municipal corporation duly authorized under the Constitution and laws of the State of California, NDC Skyline Associates, LLC, a Delaware limited liability company, and Integral Communities I, Inc., a Delaware corporation, dated May 18, 2009 ("Second Amendment"), to which this consent is attached. The undersigned hereby consents to the foregoing Second Amendment and agrees that the Second Amendment shall continue in full force and effect, even in the event of foreclosure or trustee's sale pursuant to the iStar Deed of Trust, or any other acquisition of title by the undersigned, its successors or assigns, of all or any portion of the real property covered by the iStar Deed of Trust. iSTAR FM LOANS LLC, a Delaware limited liability company By: ~ Name: Title: _ pq~~~..g€TH C i~.f15ELLE Senior Vice President & Associate General CounSe} STATE OF ~ P~c.J ~ ) SS COUNTY OF I/~~-~ ) On the ~ ~~day of `~~ , in the year 2009, before me, the undersigned a Notary Public in and for said State nd County, personally appeared I~-y'+~ - f3z~c->r.. t`-• ~i?`~P,-E.~.~, personally known to me or proved to me on the basis of satisfactory evidence to be the individual who e name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the entity upon behalf of which the individual acted, executed the foregoing instrument WITNESS my hand and official seal. ~------.-._~. _.... ~i Signature ~ eal) Name: ~. 'vaarx My Commission Expires: CH101_50550403v1 208972-00932 8/4/2009 4:27 PM CONSENT OF LENDER IndyMac Bank, F.S.B. ("Original Beneficiary") is the original holder of the beneficial interest in that certain Deed of Trust recorded in the Office of the County Recorder of Orange on September 7, 2006 as Instrument No. 2006000598226 (as amended or modified, the "IndyMac Deed of Trust"), which IndyMac Deed of Trust encumbers a portion of the Property covered by the Development Agreement dated as of August 5, 2005, entered into by and among The City of Santa Ana, The Grand Plan 2, LLC, NDC Skyline Associates, LLC and Integral Communities I, Inc. The Development Agreement referred to in the preceding paragraph was amended pursuant to the terms of that certain First Amendment to Development Agreement dated as of July 7, 2008. The Development Agreement referred to above is being further amended pursuant to the terms of the Second Amendment to Development Agreement to which this consent is attached. As amended by the First Amendment to Development Agreement and the Second Amendment to Development Agreement, the Development Agreement referred to above shall be hereinafter referred to as the "Development Agreement." On July 11, 2008, Original Beneficiary and the FDIC, as conservator for Indymac Federal Bank, FSB ("Indymac Federal") entered into that certain Amended and Restated Insured Deposit and Assumption Agreement pursuant to which, among other things, Original Beneficiary transferred to Indymac Federal, all of Original Beneficiary's right, title and interest in and to, among other assets, the IndyMac Deed of Trust On March 19, 2009, Indymac Federal and Indymac Venture, LLC ("Beneficiary") entered into that certain Asset Contribution and Assignment Agreement whereby, among other things, Indymac Federal assigned to Beneficiary all of its right, title and interest in and to the IndyMac Deed of Trust. The undersigned Beneficiary hereby consents to the foregoing Second Amendment to Development Agreement and agrees that the Development Agreement, including but not limited to the provisions of Section 8 of the original Development Agreement, shall continue in full force and effect, even in the event of foreclosure or trustee's sale pursuant to such IndyMac Deed of Trust, or any other acquisition of title by the undersigned, its successors or assigns, of all or any portion of the real property covered by such Ind Mac Deed of Trust. Dated: 7 ~7 ~~ INDYMAC VENTURE, LLC, a Delaware limited liability company By: Name: .~~.~",. _... Title: S/~ STATE OF CALIFORNIA ) ss. COUNTY OF r>c ) On ' 7 ~`/ a~ before me, (here insert name and title of the officer), personally app red ~ g ~ who proved to me on the basis of satisfactory evidence to be the 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/their signature(s) 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 California that the foregoing paragraph is true and correct. my hand and off' ial seal. `% a i G'~ ~,'- _ _ _ _.._.~ (Seal) C~ V uL1E "c vARGAS Com " sion ~ 1805324 - of Public - CaliforNt Urange County :~ ra„ ,Expires Jul 1,201 ~ i teos,~~ l Ca1M11. ~._~~. -- C4NFORM~d C';~-SPY RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Clerk of the Council City of Santa Ana 20 Civic Center Plaza M-30 P.O. Box 1988 Santa Ana, California 92702 A-2009-128 Recorded in Official Records, Orange County Tom Daly, Clerk-Recorder 111111111111 IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIII IIII N O FE E 2009000447820 02:07pm 08/19/09 120 49 A17 10 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 FREE RECORDING GOVERNMENT CODE § 6103 SECOND AMENDMENT TO DEVELOPMENT AGREEMENT by and between THE CITY OF SANTA ANA and NDC SKYLINE ASSOCIATES, LLC and INTEGRAL COMMUNITIES I, INC. Dated: May 18, 2009 Ordinance No. NS-2782 Ordinance No. NS-2783 SECOND AMENDMENT TO DEVELOPMENT AGREEMENT BETWEEN THE CITY OF SANTA ANA, NDC SKYLINE ASSOCIATES, LLC, and INTEGRAL COMMUNITIES I, INC. This SECOND AMENDMENT TO DEVELOPMENT AGREEMENT ("Second Amendment") is entered into between THE CITY OF SANTA ANA, a charter city and municipal corporation duly authorized under the Constitution and laws of the State of California ("City"), NDC SKYLINE ASSOCIATES, LLC, a Delaware limited liability company ("Skyline"), and INTEGRAL COMMUNITIES I, INC., a Delaware corporation ("Integral"). 1 • Reference to Facts. This Second Amendment is entered into with reference to the following facts: 1.1 Capitalized terms not defined herein shall have the meaning set forth in the Development Agreement. 1.2 The Grand Plan 1, LLC, a California limited liability company ("GP1") and The Grand Plan 2, LLC, a California limited liability company ("GP2") on the other hand, entered into that certain Development Agreement ~d t d August 4a 2005 a d~ recorded in the Orange County Official Records on July 21, 2005 as Instrument No. 2005000565108 (as amended, the "Development Agreement") pursuant to which, among other things, Owner (as defined in the Development Agreement) was granted the vested right to develop a mixed use Project with residential condominiums and office/commercial/retail uses, as more particularly described therein. GP1 and GP2 subsequently assigned its rights and obligations under the Development Agreement with respect to Lake Towers to Skyline, and GP1 assigned its rights and obligations under the Development Agreement with respect to the Integral Project to Integral Communities I, Inc., a Delaware corporation. 1.3 As set forth above, Integral is the current owner of the Integral Project, having been assigned the Integral Project pursuant to the terms and provisions of the Development Agreement. 1.4 The original Development Agreement and Entitlements (i) described the Lake Towers Element of the Project would consist of two (2) towers with "for-sale" condominium units, and (ii) described the Integral Project would consist of "a five (5) or six (6) story building containing two hundred seventy-six (276) for-sale residential condominium units." 1.5 Lake Towers is nearing completion and, concurrently herewith, the City has approved certain modifications to existing Entitlements (including, Conditional Use Permit No. 2005-10) to permit Skyline to rent (and offer for rental) some or all of the Residential Units comprising Lake Towers (irrespective of whether any Residential Units are sold to third party purchasers). 2nd amendment to development agreement4 lake tower and integral 1.6 The Integral Project is still in the planning stage and, concurrently herewith, the City has approved certain modifications to existing Entitlements (including, Conditional Use Permit No. 2005-15) to permit Integral to rent (and offer for rental) some or all of the Residential Units comprising the Integral Project (irrespective of whether any Residential Units are sold to third party purchasers). 1.7 In connection with the foregoing, Skyline, Integral and City now desire to amend the Development Agreement to provide Skyline and Integral with the ability to rent (and offer for rental) some or all of the Residential Units comprising Lake Towers and Integral Project, respectively, in accordance with applicable Entitlements. 2. Right to Rent. Skyline, Integral and the City hereby acknowledge and agree that Skyline and Integral have the right to rent (and offer for rental) some or all of the Residential Units comprising Lake Towers and/or the Integral Project, respectively, in accordance with applicable Entitlements. The foregoing shall in no way be deemed to impose an obligation on Skyline or Integral to rent (or offer for rental) any or all of the Residential Units, or preclude Skyline or Integral from selling and renting (and offering for sale and rental) the Residential Units concurrently. 3• Modification of Certain Provisions. The Development Agreement is hereby amended and supplemented in the following particulars: 3.1 Section 1 1(1). The phrase "for-sale residential condominiums" appearing in Section 1.1(1) of the Development Agreement is hereby amended and restated to read as "for-sale condominium units or for-rent residential units." 3.2 Section 2.43(1), The phrase "three hundred fifty (350) for sale residential condominium units" appearing in Section 2.43(1) of the Development Agreement is hereby amended and restated to read as "three hundred forty-nine (349) for-sale condominium units or for- rent residential units." 3.3 Section 2 43(3). The phrase "two hundred seventy-six (276) for-sale residential condominium units" appearing in Section 2.43(3) of the Development Agreement is hereby amended and restated to read as "two hundred seventy-six (276) for-sale residential condominium units or for-rent residential units." 3.4 Secti_ 'off. The phrase "each of the for sale residential units" appearing in Section 2.50 of the Development Agreement is hereby amended and restated to read as "each of the for-sale (and with respect to Lake Towers and Integral Project, if applicable, the for-rent) residential units." 3.5 Sech_on 4.I. Clause (ii) appearing in Section 4.1 of the Development Agreement is hereby amended and restated to read in its entirety as follows: "(ii) the granting of Certificates of Occupancy (or similar permission to occupy) for the final Element of the Project and, except with respect to Lake Towers and/or Integral Project, sale of all Residential Units." 3.6 Secti_ 'on 4,2.1. Anew Section 4.2.1 is added to the Development Agreement to read in its entirety: 2nd amendment to development agreement4 lake tower and integral 4.2.1. Residential Rental Manager. Should Skyline and/or Integral exercise its option to rent the Lake Towers or Integral Project, respectively, prior to occupancy of the first rental unit, Skyline or Integral shall first obtain the written consent of the City, acting through its Executive Director of Planning and Building Agency or designee (the "Director"), to Skyline's and/or Integral's proposed residential rental manager. In exercising his or her reasonable discretion, the Director shall limit his or her review to the experience and capabilities of the proposed residential rental manager and shall approve any such proposed rental manager if the manager has demonstrated experience or capabilities with respect to the managing rental properties on the scale of the Lake Towers and/or Integral, respectively. 3.7 Section 4 3. Clause (f) appearing in Section 4.3 of the Development Agreement is hereby amended and restated to read in its entirety as follows: "Buyer's of Residential Units (and with respect to the Lake Towers Element and/or the Integral Project, if applicable, buyer's or tenant's of Residential Units). 4• Full Force and Effect• Counte arts. Except as amended herein the Development Agreement shall remain in full force and effect in accordance with its terms. This Second Amendment may be executed in any number of counterparts, all of which shall constitute one and the same instrument. [Signature and Notary Pages Follow] 2nd amendment to development agreement4 lake tower and integral IN WITNESS WHEREOF, this Second Amendment has been executed by the City of Santa Ana, Skyline and Integral. Dated this 18th day of May, 2009. ATTEST: PATRICIA B. MEALY CLERK OF TIC COUNCII, "CITY" THE CITY OF SANTA ANA, a charter city and municipal corporation duly authorized under the Constitution and laws of the State of California DAVID N. REAM City Manager "SKYLINE" NDC SKYLINE ASSOCIATES, LLC, a Delaware limited liability company BY ' i~,/~~~/ Name GU t° ~ 1 ct It r'-'1C 4 Its I/ i -~ C'a'l "Integral" INTEGRAL Communities I, INC., a Delaware corporation By Name Its - ~, . 2nd amendment to development agreement4 lake tower and integral Approved as to Form: CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of Orange On August 18 2009, before me, Date personally appeared } SS. Karen C. Gerardo, Nota Public Name and Title of Officer (e.g., "Jane Doe, Notary Public") David N. Ream who proved to me on the basis of satisfactory evidence to be the person{s} whose names-j is~afe subscribed to the within instrument and acknowledged to me that he~sgeEt~ executed the same in his~heN-tk~eir authorized capacity{ies~, and that by his/~ier~tl~r signature{s3 on the instrument the person{), or the entity upon behalf of which the person(s) acted, executed the instrument. KAREN C. GERARDp CommN~lon #~ 1750070 N~rY 1'ubllc - Colifornlc Oranq~ County ~~~ ~t.An 10,2011 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. Place Notary Seal Above / , Signature Notary Public Though the information below is not required by OPT/01!Vi4L and could prevent fraudulent removal and reattachment of th sl form to anotherydocument document Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name ^ Individual ^ Corporate Officer -Title(s): ^ Partner -- ^ Limited ^ General ^ Attorney in Fact ^ Trustee ^ Guardian or Conservator ^ Other: Number of Pages: of thumb here Signer is Representing: STATE OF CALIFORNIA ) COUNTY OF ~rz~,~'1 c~ ~, ) ss. On ~1,;~~ t~, ~C~C;C't before me, ~J iti~ 4... ACC ^. ~.,r_~. ,Notary Public, personally appeared ~ ti M .~ ~ . ,- ~ . . to me on the basis of satisfact ry evidence to be the erson ~ who proved p ~ whose names(,>r) is/ate subscribed to the within instrument and acknowledged to me that he/sI~/they executed the same in his/later/~keir authorized capacity(a~e~), and that by his/he~fltlyeir signature(s) 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 California that the foregoing paragraph is true and correct. WITNESS my hand and official seal .4LL L. MARCUEZ CommlWon #~ 1620724 ~, ~ -~ Notary PubYc - CatltonNa '~ Oranpe County ( NATURE OF NOTARY LI MY Comm, E>~ Nov 12, 2009 STATE OF CALIFORNIA j~ ) ss. COUNTY OF (/ /~;,~ t' ).; ~~ ) C ~, .. On Grt%i~.5 f ~, ~G'G~ % before me, ~~l(t. f'J c7t: i'~ ~ /-N / ~"~~?~ I Nota Public persona y appeared j~lr~r?. f t 1tT-tn; ~'~ t, I ~ ~.~ p ~,~ ry ' ~ ~ ~ '~ ,who proved to me on the basis of satisfactory evidence to be the son whose names t / ~~' s scribed to the within instrument and acknowled ed to me that he s}~ t13ey executed the same i his~erhhen- authorized capacity(i:esrj, and that by his ` r°/tlaeif signature) on the instrument the person, or the entity upon behalf of which the person(~j 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 ~~ lk%~' 1 ivy Yl.~:` ~. •~./ ~ ~ 1~~.,'t/~ t---L~' l.. SIGNATURE OF NOTARY PUBLIC SHANNON H. AtTKEN CortwnWlon ~ 1691391 • Nolory t~,1bNc - CatHorrwo o-anps county tNy Comm. Expires gep 2, 201 2nd amendment to development agreement4 lake tower and integral CONSENT OF LENDER The undersigned (as successor-in-interest to Fremont Investment & Load, a California industrial bank, "Beneficiary") holds the benef cial interest in that certain Deed of Trust and Fixture Filing recorded in the Office of the County Recorder of Orange County on June 20, 2006 as Instrument No. 2006000411437 (as amended from time to time, the "iStar Deed of Trust"), which iStar Deed of Trust encumbers a portion of the property covered. by that certain Second Amendment to Development Agreement between The City of Santa Ana, a charter city and municipal corporation duly authorized under the Constitution and laws of the State of California, NDC Skyline Associates, LLC, a Delaware limited liability company, and Integral Communities I, Inc., a Delaware corporation, dated May 18, 2009 ("Second Amendment"), to which this consent is attached. The undersigned hereby consents to the foregoing Second Amendment and agrees that the Second Amendment shall continue in full force and effect, even in the event of foreclosure or trustee's sale pursuant to the iStar Deed of Trust, or any other acquisition of title by the undersigned, its successors or assigns, of all or any portion of the real property covered b the iStar Deed of Trust. y iSTAR FM LOANS LLC, a Delaware limited liability company BY~ ` lLf Name: Title: Sensor Vice PreSfdent & Associate General Counsef STATE OF ~~~ ~,, ) COUNTY OF ~~ ~,...~) SS On the ~, ~ da of y `~~, in the year 2009, before me, the undersigned a Notary Public in and for said State d County, personall a eared personally known to me or proved to me on the basis of satisfactory evidence to~be he indiy~d ~~~~ ~' name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the entity upon behalf of which the individual acted, executed the foregoing instrume„r~~ WITNESS my hand. and official seal. ~_ r ~~V~~ Signature Name: My Commission Expires: CHIOL_50550403vi_208972-00932 8/4/2009 A27 NM CONSENT OF LENDER IndyMac Bank, F.S.B. ("Original Beneficiary") is the original holder of the beneficial interest in that certain Deed of Trust recorded in the Office of the County Recorder of Orange on September 7, 2006 as Instrument No. 2006000598226 (as amended or modified, the "IndyMac Deed of Trust"), which IndyMac Deed of Trust encumbers a portion of the Property covered by the Development Agreement dated as of August 5, 2005, entered into by and among The City of Santa Ana, The Grand Plan 2, LLC, NDC Skyline Associates, LLC and Integral Communities I, Inc. The Development Agreement referred to in the preceding paragraph was amended pursuant to the terms of that certain First Amendment to Development Agreement dated as of July 7, 2008. The Development Agreement referred to above is being further amended pursuant to the terms of the Second Amendment to Development Agreement to which this consent is attached. As amended by the First Amendment to Development Agreement and the Second Amendment to Development Agreement, the Development Agreement referred to above shall be hereinafter referred to as the "Development Agreement." On July 11, 2008, Original Beneficiary and the FDIC, as conservator for Indymac Federal Bank, FSB ("Indymac Federal") entered into that certain Amended and Restated Insured Deposit and Assumption Agreement pursuant to which, among other things, Original Beneficiary transferred to Indymac Federal, all of Original Beneficiary's right, title and interest in and to, among other assets, the IndyMac Deed of Trust On March 19, 2009, Indymac Federal and Indymac Venture, LLC ("Beneficiary") entered into that certain Asset Contribution and Assignment Agreement whereby, among other things, Indymac Federal assigned to Beneficiary all of its right, title and interest in and to the IndyMac Deed of Trust. The undersigned Beneficiary hereby consents to the foregoing Second Amendment to Development Agreement and agrees that the Development Agreement, including but not limited to the provisions of Section 8 of the original Development Agreement, shall continue in full force and effect, even in the event of foreclosure or trustee's sale pursuant to such IndyMac Deed of Trust, or any other acquisition of title by the undersigned, its successors or assigns, of all or any portion of the real property covered by such IndyMac Deed of Trust. Dated: i ~ a INDYMAC VENTURE, LLC a Delaware limited liability company By: w~i. •s... ~oT1a Name: Title: _ ~ r P STATE OF CALIFORNIA ) COUNTY OF O(Gl y~+2. ) ss. On Qk~ ~~ ~~ before me, (here insert name and title of t personally appe2 ed tlutlliA~ (IuNnn~vv~ he officer), evidence to be the person, f~whose namef e'f ism subsdcn'bed to the wibthin inst ument tand acknowledged to me that he/s~k~ executed the same in his/h~tbe3'r authorized capacity(, and that by his/l~t/fl~signature~on the instrument the perso~or the entity upon behalf of which the person~,sa'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 ~~+ SONI'A TAIgB _ ~ Commia~lon N f a0S32~ ~, Motuy Publfc . C ~ ~ Onnp~ Connry Comm. E rep ~~ f (Seal) ONYA ~ Con~nMgfort I f> ~ ~~~ ~ ~ Comm. E nCf 201P