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Home My WebLink About20190722_ApplicationCommunity Development Department Planning Permit Application CITY OF NEWPORT BEACH 100 Civic Center Drive Newport Beach, California 92660 949 644-3200 newportbeachca.gov/communitydevelopment F:\Users\CDD\Shared\Admin\Planning_Division\Applications\Application_Guidelines\Planning Permit Application - CDP added.docx Rev: 01/24/17 1.Check Permits Requested: Approval-in-Concept - AIC # Lot Merger Staff Approval Coastal Development Permit Limited Term Permit - Tract Map Waiver for De Minimis Development Seasonal < 90 day >90 days Traffic Study Coastal Residential Development Modification Permit Use Permit -Minor Conditional Condominium Conversion Off-Site Parking Agreement Amendment to existing Use Permit Comprehensive Sign Program Planned Community Development Plan Variance Development Agreement Planned Development Permit Amendment -Code PC GP LCP Development Plan Site Development Review - Major Minor Other: Lot Line Adjustment Parcel Map 2.Project Address(es)/Assessor’s Parcel No(s) 3.Project Description and Justification (Attach additional sheets if necessary): 4.Applicant/Company Name Mailing Address Suite/Unit City State Zip Phone Fax Email 5.Contact/Company Name Mailing Address Suite/Unit City State Zip Phone Fax Email 6.Owner Name Mailing Address Suite/Unit City State Zip Phone Fax Email 7.Property Owner’s Affidavit*: (I) (We) depose and say that (I am) (we are) the owner(s) of the property (ies) involved in this application. (I) (We) further certify, under penalty of perjury, that the foregoing statements and answers herein contained and the information herewith submitted are in all respects true and correct to the best of (my) (our) knowledge and belief. Signature(s): ________________________________ Title: Date: DD/M0/YEAR Signature(s): ________________________________ Title: Date: *May be signed by the lessee or by an authorized agent if written authorization from the owner of record is filed concurrently with the application. Please note, the owner(s)’ signature for Parcel/Tract Map and Lot Line Adjustment Application must be notarized. Owner 07/22/2019 X 2527 W. Coast Hwy See attached Project Description Hornblower Yachts LLC 2431 W. Coast Hwy 101 Newport Beach CA 92663 Marice DePasquale/MConsensus 3609 W. MacArthur Blvd.811 Santa Ana CA 92704 949-433-4261 marice@mconsensus.com 2523 PCH Properties LLC 2505 W. Coast Hway 201 Newport Beach CA 92663 manouch@mx3ventures.com Manouch Moshayedi X X PA2019-143 F:\Users\PLN\Shared\Staff_Dir\Garciamay\Ruby\desktop\DESKTOP_\CUT_PASTE_DRAG_COPY\Office Use Only.docx Updated 08/15/17 FOR OFFICE USE ONLY\ Date Filed: _______________________ 2700-5000 Acct. APN No: __________________________ Deposit Acct. No. ________________________ Council District No.: _________________ For Deposit Account: General Plan Designation: ____________ Fee Pd: _______________________________________ Zoning District: _____________________ Receipt No: ____________________________ Coastal Zone: Yes No Check #: __________ Visa MC Amex # ____________ CDM Residents Association and Chamber Community Association(s): _______________________ Development No: __________________________ _____________________________________________ Project No: ________________________________ _____________________________________________ Activity No: _______________________________ Related Permits: ___________________________ APPLICATION Approved Denied Tabled: _________________________ ACTION DATE Planning Commission Meeting Zoning Administrator Hearing Community Development Director Remarks: __________________________________________________________________________________________ __________________________________________________________________________________________ APPLICATION WITHDRAWN: Withdrawal Received (Date): ________________________ APPLICATION CLOSED WITHOUT ACTION: Closeout Date: ________________________ Remarks: __________________________________________________________________________________________ __________________________________________________________________________________________ __________________________________________________________________________________________ __________________________________________________________________________________________ 7/22/2019 049 150 24 3 MU-W1 MU-W1 PA2019-143 CD2019-036 & UP2019-044 Crystal Cove Comm Assoc PA2019-106 RCP0011109 $1000.00 43531 016-245549 D2019-0351 3609 W. MacArthur Blvd., Suite 811, Santa Ana, CA 92704  www.mconsensus.com  (949) 433-4261 July 18, 2019 Ms. Makana Nova Community Development Department Associate Planner City of Newport Beach 100 Civic Center Drive Newport Beach, CA 92660 RE: Hornblower Yachts CUP/CDP Dear Ms. Nova: Please find included with this letter a submittal on behalf of the Hornblower Yachts for a Conditional Use Permit and Costal Development Permit. Included with this application are the required materials. An unused full coastal set of radius maps and labels have already been submitted to the City. Should you require any additional information please let me know. This submittal is to make permanent the City of Newport Beach Zoning Administrator approval of a Limited Term Permit on July 15, 2019 - Limited Term Permit No. XP2019-006. I look forward to working with you on this and am at your disposal for questions or additional information. I will also send a digital copy of the submittal via email to you. Regards, Marice H. DePasquale Principal PA2019-143 Hornblower Cruises & Events, Newport Beach Project Description Background Hornblower Cruises & Events (Hornblower) is a well-known, popular visitor and community serving amenity in Newport Beach. As a company, for 39 years, Hornblower’s yachts have sailed past famed landmarks while serving seven California cities and New York City. In addition to dining cruises and classic, scenic, city and wildlife tours, Hornblower Cruises & Events hosts holiday dining cruises and private charters for corporate, school and family groups. Whether an intimate anniversary celebration, a wedding ceremony, a teambuilding event or a birthday bash, Hornblower's professional event planners help clients navigate every detail. Since 1990 Hornblower has offered these same services in Newport Beach. Request Hornblower operates cruises from Charter Yachts at 2527 W. Coast Highway. They are requesting a Conditional Use Permit (CUP) and Coastal Development Permit (CDP) to operate the vessels detailed below from 2527 W. Coast Hwy. This request follows the City of Newport Beach Zoning Administrator approval of a Limited Term Permit on July 15, 2019 - Limited Term Permit No. XP2019-006. This request represents a relocation of two boats (Hornblower and Dream Maker) from Hornblower’s other Newport locations to 2527 W. Coast Hwy and continues the ongoing operations Hornblower has in Newport Beach. A detailed operational plan for Hornblower and Dream Maker, including dock layouts and additional parking/rider data, is provided as an attachment. This operational plan includes the existing and proposed hours of operation, staffing and guests, building and boat capacities, modes of transportation (including average vehicle occupancy), and parking characteristics (supply and demand). Typical hours of operation for office and administrative functions are 8:00 a.m. to 5:30 p.m., Monday–Friday. Events (cruises, tours, parties, and private charters) occur Monday–Sunday, with the majority occurring during the weekday nights and on the weekends. The proposed vessels have the following capacities:  Dream Maker (141 passengers/crew)  Hornblower (51 passengers/crew The existing 2527 W. Coast Hwy site has a 40-space parking lot. In addition, Hornblower can utilize various off-site locations in the project vicinity. The operational plan provides a graphic that depicts the two proposed parking locations for Dream Maker and Hornblower. The total 71-space parking supply is summarized below by location and time of day.  2241 W. Coast Highway (26 spaces): Monday-Friday (after 5:30 p.m.) and Saturday-Sunday (all day) PA2019-143  2077 W. Coast Highway (45 spaces): Monday-Friday (after 5:30 p.m.) and Saturday-Sunday (all day) Guests are either dropped off on-site at 2527 W. Coast Hwy or walk to the site. Paths of travel for pedestrians are from the parking lots located at 2241 and 2077 W. Coast Hwy, along W. Coast Hwy – guests do not need to cross the street. Upon arrival at the site, guests check-in directly on their vessel. Hornblower staff is present every step of the way. Staff is on site, and at the designated parking lots to direct pedestrians, coaches and rideshare arrivals. At the end of an event guests are directed to their transportation for departure. Attachment: Hornblower Operational Plan (LSA, July 15, 2019) PA2019-143 CARLSBAD FRESNO IRVINE LOS ANGELES PALM SPRINGS POINT RICHMOND RIVERSIDE ROSEVILLE SAN LUIS OBISPO 20 Executive Park, Suite 200, Irvine, California 92614 949.553.0666 www.lsa.net MEMORANDUM DATE: July 15, 2019 TO: Brad Falkenstein, Hornblower Cruises & Events FROM: Dean Arizabal, LSA SUBJECT: Hornblower Cruises & Events (2527 W. Coast Highway) Operational Plan LSA is pleased to submit this Operational Plan for the proposed Hornblower Cruises & Events project. The project is located at 2527 W. Coast Highway in Newport Beach, California. Figure 1 (all figures attached) illustrates the project site and docks. Based on LSA’s understanding of the proposed project, the applicant proposes to add two boats (Dream Maker and Hornblower) to the Hornblower Cruises & Events operations, which currently has one boat (Icon). The two additional boats represent increased passenger capacity and additional crew, potentially affecting the Hornblower Cruises & Events parking demand. The purpose of this Operational Plan is to detail the proposed changes with the additional boats, as Icon is currently in operation and has adequate parking. The Operational Plan documents the anticipated typical weekday and weekend operations and attendance of Dream Maker and Hornblower. The Operational Plan describes the available parking supply, the parking characteristics, and the future parking demand with implementation of the project. OPERATIONAL PLAN LSA coordinated with the project applicant on the hours of operation, parking locations, capacities of the new boats, future estimates for visitors/guests and staffing, alternative modes of transportation utilized by guests and employees, average vehicle occupancy (AVO), etc. Hours of Operation. Typical hours of operation for office and administrative functions are 8:00 a.m. to 5:30 p.m., Monday–Friday. Events (cruises, tours, parties, and private charters) occur Monday– Sunday, with the majority occurring during the weekday nights and on the weekends. The typical weekday and weekend hours of operation would not change with the project. Parking Supply. Figure 2 illustrates the proposed parking supply of Dream Maker and Hornblower and the pedestrian paths of travel to and from the project site. As shown on Figure 2, 2241 W. Coast Highway (26 parking spaces) and 2077 W. Coast Highway (45 parking spaces) will provide a total of 71 parking spaces for typical weekday nighttime and weekend operations of Dream Maker and Hornblower. PA2019-143 7/15/19 (P:\HBW1901\doc\operational plan2.docx) 2 Typical Attendance and Maximum Capacity (Guests and Crew/Staff). Table A shows the anticipated number of people on board Dream Maker and Hornblower during typical weekday nighttime and weekend operations, as well as the maximum capacity of the boats. On average, Dream Maker is anticipated to have 43 people on board (38 guests and 5 crew members) and Hornblower is anticipated to have 22 people on board (18 guests and 4 staff members) for a total of 65 people (56 guests and 9 crew/staff members) during typical weekday nighttime and weekend operations. Dream Maker and Hornblower have maximum boat capacities of 141 people (135 guests and 6 crew members) and 51 people (47 guests and 4 staff members), respectively, for a total of 192 people (182 guests and 10 crew/staff members). Transportation Modes and Parking Demand. Based on information from the project applicant, it is estimated that guests and crew/staff members utilize the following modes of transportation:  Personal vehicle – 63 percent  Motorcoach – 20 percent  Rideshare (Uber/Lyft/taxi) – 15 percent  Other (transit/walking/biking) – 2 percent According to the project applicant, it is estimated that the AVO is as follows:  Personal vehicle – 3 persons per vehicle  Motorcoach – 40 persons per motorcoach  Rideshare (Uber/Lyft/taxi) – 1 person per vehicle These transportation mode splits (63 percent personal vehicle, 20 percent motorcoach, 15 percent rideshare, and 2 percent other) and AVO (3 persons per personal vehicle, 40 persons per motorcoach, and 1 person per rideshare vehicle) have been applied to the future guest and staffing projections of Dream Maker and Hornblower. As shown on Table B, typical weekday nighttime and weekend operations (65 total people) would result in 14 parked vehicles and the maximum capacity (192 total people) would result in 41 parked vehicles for Dream Maker and Hornblower. Under a maximum capacity scenario of Dream Maker and Hornblower (41‐space parking demand), it is expected that adequate parking (71‐space parking supply) would be provided for the project. Attachments: Figures 1 and 2 Tables A and B PA2019-143 SOURCE Google Earth: FEET 36180 N FIGURE 1 Project Site and Docks I:\HBW1901\G\Project Site.cdr (7/18/2019) Hornblower Cruises & Events LEGEND - Project Site W E S T C O A S T H W Y W E S T C O A S T H W Y PA2019-143 FEET 110550 N FIGURE 2 Parking Locations and Pedestrian Path of Travel I:\HBW1901\G\Parking Locations-Routes_v2.cdr (7/18/2019) SOURCE Google Earth: Hornblower Cruises & Events W E S T C O A S T H W Y W E S T C O A S T H W YTUSTIN AVETUSTIN AVE 1 2 * Parking Lots (71 Spaces): 1 - 2241 W. Coast Hwy - (26 Spaces) - Mon-Fri (after 5:30 p.m.) and Sat-Sun (all day) 2 - 2077 W. Coast Hwy - (45 Spaces) - Mon-Fri (after 5:30 p.m.) and Sat-Sun (all day) - Pedestrian Path of Travel PA2019-143 TypeNameGuestsCrew/StaffTotalDream Maker (Proposed)38543Hornblower (Proposed)18422VesselsTotal56965TypeNameGuestsCrew/StaffTotalDream Maker (Proposed)1356141Hornblower (Proposed)47451VesselsTotal18210192Table A: Project Persons (Guests and Crew)Typical Weekday Nighttime and Weekend OperationsMaximum CapacityP:\HBW1901\xls\Project Info rev.xlsx\Persons_Project (7/15/2019)PA2019-143 Transportation Mode PercentageTotal Persons AVO Drop‐Off/Pick‐Up Vehicles Parked VehiclesPersonal Vehicle63%413N/A14Motorcoach20%13401N/ARideshare115%1025N/AOther22%1N/AN/AN/ATotal100%65‐614Transportation Mode PercentageTotal Persons AVO Drop‐Off/Pick‐Up Vehicles Parked VehiclesPersonal Vehicle63%1213N/A41Motorcoach20%38401N/ARideshare115%29215N/AOther22%4N/AN/AN/ATotal100%192‐1641AVO = average vehicle occupancyN/A = not applicable1 Includes Uber, Lyft, and taxi services.2 Includes transit, walking, and biking.Table B: Project Transportation Modes and Parking DemandTypical Weekday Nighttime and Weekend OperationsMaximum CapacityP:\HBW1901\xls\Project Info rev.xlsx\Modes & Parking_Project (7/15/2019)PA2019-143 • V Recording Requested By Fidelity National Title RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: MAIL TAXSTATRiNTTO Moshayedi Properties Attn: Manouch Moshayedi 2505 West Coast Highway, Suite 201 Newport Beach, Ca 92663 EscrowNo : 571685 Recorded in Offici al Records, Orange County Hug h Nguyen, Clerk-Recorder , 111111111111_1 lmlll llllll ll ll lllll lll lll llll 111111111111 111111111111[11132. 00 • $ R O O 1 0 5 7 6 0 0 7 $ * 20 190000093241 2:16 pm 01/10/19 47 I\C-5 G02 3 07 6600.00 6600.00 20.00 0.00 6.00 0.00 0.000.000.00 0 .00 (Above Space For Recorder's Use Only) GRANT DEED The undersigned Grantor declares: DOCUMENT ARY TRAi'ISFER TAX $ [~ 1 JOO .ci); CITY TRANSFER TAX: $. __ _ ( X) computed on the consideration or full value of property conveyed, OR ( ) computed on the consideration or full value less value of liens and/or encumbrances remaining at time of sale, ( ) unincorporated area; ( X) City of Newport Beach, and FOR VALUABLE CON SID ERA TION, receipt of which is hereby acknowledged, NORMAN C. GOODIN, TRUSTEE and PENELOPE FAY GOODIN, TRUSTEE of THE NORMAN AND PENELOPE GOODIN FAMILY BUSINESS TRUST, dated February 12, 2009 ("Grantor"), hereby grants to 2523 PCH Prope rties, LLC, a California limited liability company ("Gra ntee"), the following described real property in the County of Orange, State of California (the "Prope rty "): See Exhib it "A" attached hereto and incorporated herein by reference. IN WITNESS WHEREOF, Grantor has caused its name to be affixed hereto and this instrument to be executed by the persons named below duly authorized. Dated: d An . "2. , 2011 Grant Oced 12.1 7.18 .doc GRANT O R : The Norman and Penelope Goodin Family Business T r ust dated February 12, 2009 PA2019-143 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 ) ) ss. COUNTY OF ORANGE ) On OaM. 0\ ~ \ , before me, , a Notary Public, personally a peared NORMAN C. GOODIN , who prov d to me on the ba~is of satisfactory evidence to be the person whose name is subscribed to th Within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her 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 of Notary Public 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 ) ) ss. COUNTY OF ORANGE ) \ On Otm'i . "2..'. a.p '°' . ' before me, (f/M. s. ~s ' a Notary Public, personally appeared PENELOPE FAY GOODIN, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. I C(frtify 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 Pu.blic -2- Grant Deed 12.17.18.doc PA2019-143 ·---·-"----------------- Exhib it"A" To Grant Deed Legal Description PARCEL I: THE NORTHWESTERLY 50 FEET OF THE SOUTHEASTERLY 1150 FEET OF LOTH OF TRACT 919, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNlA, AS PER MAP RECORDED IN BOOK 29. PA GES 31 THRO UGH 34. INCLUSIVE OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, SAID 115 FEET BEING MEASURED ALONG THE SOUTHWESTERLY LINE OF SAID LOT H AND THE NORTHWESTERLY LINE THEREOF BEING PARALLEL WITH THE NORTHWESTERLY LINE OF SAID LOT H. EXCEPT THE NORTHEASTERLY 73.5 FEET OF THE NORTHWESTERLY 0.55 FEET THEREOF. APN(S): 049-150 -25 PARCEL 2: THE NORTHWESTERLY 50 FEET OF THE SOUTHEASTERLY 1200 FEET OF LOTH OF TRACT 919 AS PER MAP RECORDED IN BOOK 29. PAGES 31 THROUGH 34. INCLUSIVE OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, SAID 1200 FEET BEING MEASURED ALONG THE SOUTHWESTERLY LINE OF SAID LOT H AND THE NORTHWESTERLY LINE THEREOF BEING PARALLEL WITH THE NORTHWESTERLY LINE OF SAID LOTH. APN(S): PORTION OF APN 049-150-24 PARCEL 3: THE NORTHEASTERLY 73.5 OF THE NORTHWESTERLY 0.55 FEET OF THE SOUTHEASTERLY 1150 FEET OF LOT H OF TRACT 919, AS PER MAP RECORDED IN BOOK 29. PAG ES 31 THROUGH 34. INCLUSIVE OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, SAID 1150 FEET BEING MEASURED ALONG THE SOUTHWESTERLY LINE OF SAID LOT H AND THE NORTHWESTERLY LINE THEREOF BEING PARALLEL WITH THE NORTHWESTE RLY LINE Of SAID LOT H. APN(S): PORTION OF APN 049-I 50-24 PA2019-143 II'.& IRS DEPARTMENT OF THE TREASURY /f8f//l INTERNAL REVENUE SERVICE CINCINNATI OH 45999-0023 Date of this notice: 11-29-2018 Employer Identification Number: 83-2677832 Form: SS-4 Number of this notice: CP 575 G 2523 PCH PROPERTIES LLC MANOUCH MOSHAYEDI SOLE MBR 2505 W COAST HWY STE 201 NEWPORT BEACH, CA 92663 For assistance you may call us at: 1-800-829-4933 IF YOU WRITE, ATTACH THE STUB AT THE END OF THIS NOTICE. WE ASSIGNED YOU AN EMPLOYER IDENTIFICATION NUMBER Thank you for applying for an Employer Identification Number (EIN). We assigned you EIN 83-2677832. This EIN will identify you, your business accounts, tax returns, and documents, even if you have no employees. Please keep this notice in your permanent records. When filing tax documents, payments, and related correspondence, it is very important that you use your EIN and complete name and address exactly as shown above. Any variation may cause a delay in processing, result in incorrect information in your account, or even cause you to be assigned more than one EIN. If the information is not correct as shown above, please make the correction using the attached tear off stub and return it to us. A limited liability company (LLC) may file Form 8832, Entity Classification Election, and elect to be classified as an association taxable as a corporation. If the LLC is eligible to be treated as a corporation that meets certain tests and it will be electing S corporation status, it must timely file Form 2553, Election by a Small Business Corporation. The LLC will be treated as a corporation as of the effective date of the S corporation election and does not need to file Form 8832. To obtain tax forms and publications, including those referenced in this notice, visit our Web site at www.irs.gov. If you do not have access to the Internet, call 1-800-829-3676 (TTY/TDD 1-800-829-4059) or visit your local IRS office. IMPORTANT REMINDERS: * Keep a copy of this notice in your permanent records. This notice is issued one t:il!le and the IRS will not be able to generate a duplicate copy for you. may give a copy of this document to anyone asking for proof of your EIN. only You * Use this EIN and your name exactly as they appear at the top of this notice on all your federal tax forms. * Refer to this EIN on your tax-related correspondence and documents. If you have questions about your EIN, you can call us at the us at the address shown at the top of this notice. If you write, at the bottom of this notice and send it along with your letter. write us, do not complete and return the stub. phone number or write to please tear off the stub If you do not need to Your name control associated with this EIN is 2523. You will need to provide this information, along with your EIN, if you file your returns electronically. Thank you for your cooperation. PA2019-143 ( IRS USE ONLY) 575G 11-29-2018 2523 O 9999999999 SS-4 Keep this part for your records. CP 575 G (Rev. 7-2007) Return this part with any correspondence so we may identify your account. Please correct any errors in your name or address. CP 575 G 9999999999 Your Telephone Number Best Time to Call DATE OF THIS NOTICE: 11-29-2018 ( ) INTERNAL REVENUE SERVICE CINCINNATI OH 45999-0023 l,l,,l,l,l,1,l,,l,l,,l,l,,11,,,ll,,,,,l,l,,ll,l,l,,I EMPLOYER IDENTIFICATION NUMBER: 83-2677832 FORM: SS-4 NOBOD 2523 PCH PROPERTIES LLC MANOUCH MOSHAYEDI SOLE MBR 2505 W COAST HWY STE 201 NEWPORT BEACH, CA 92663 PA2019-143 DESIGNATION BY ORGANIZER OF THE ORIGINAL MEMBER OF 2523 PCH PROPERTIES, LLC, A CALIFORNIA LIMITED LIABILITY COMP ANY AND RESIGNATION OF ORGANIZER The Undersigned, Organizer of2523 PCH Prope1iies, LLC ("Company"), names R.E. Exchange Services, Inc., a California corporation, as the initial member of Company, effective November 19, 2018, the date on which the Secretary of State of California accepted for filing the Articles of Organization of Company: ORGANIZER: B~w&u- THE UNDERSIGNED ALSO RESIGNS AS ORGANIZER EFFECTIVE NOVEMBER 19, 2018, AT THE CLOSE OF BUSINESS. ORGANIZER: - PA2019-143 Secretary of State Statement of Information (Limited Liability Company) IMPORTANT -Read instructions before completing this form. Filing Fee -$20.00 Copy Fees -First page $1.00; each attachment page $0.50; Certification Fee -$5.00 plus copy fees LLC-12 18-D91061 FILED In the office of the Secretary of State of the State of California NOV 29, 2018 This Space For Office Use Only 1. Limited Liability Company Name (Enter the exact name of the LLC. If you registered in California using an alternate name, see instructions.) 2523 PCH PROPERTIES, LLC 2. 12-Dlglt Secretary of State FIie Number 201832310480 3. State, Foreign Country or Place of Organization (only if formed outside of California) CALIFORNIA 4. Business Addresses a. Street Address of Principal Office -Do not list a P.O. Box City (no abbreviations) State Zip Code 2505 West Coast Highway, Suite 201 Newport Beach CA 92663 b. Mailing Address of LLC, if different than item 4a City (no abbreviations) State Zip Code 2505 West Coast Highway, Suite 201 Newport Beach CA 92663 c. Street Address of California Office, if Item 4a is not in California -Do not list a P.O. Box City (no abbreviations) State Zip Code 2505 West Coast Highway, Suite 201 Newport Beach CA 92663 5. Manager(s) or Member(s) If no managers have been appointed or elected, provide the name and address of each member. At least one name and address must be listed. If the manager/member is an individual, complete Items 5a and 5c (leave Item Sb blank). If the manager/member is an entity, complete Items 5b and 5c (leave Item 5a blank). Note: The LLC cannot serve as its own manager or member. If the LLC has additional managers/members, enter the name(s) and addresses on Form LLC-12A (see instructions). a. First Name, if an individual -Do not complete Item 5b I Middle Name I Last Name I Suffix Manouch Moshayedi b. Entity Name -Do no! complete Item 5a c. Address I City (no abbreviations) I State I Zip Code 2505 West Coast Highway, Suite 201 Newport Beach CA 92663 6. Service of Process (Must provide either Individual OR Corporation.) INDIVIDUAL -Complete Items 6a and 6b only. Must include agent's full name and California street address. a. California Agent's First Name (if agent is not a corporation) Middle Name I LastName I Suffix Manouch Moshayedi City (no abbreviations) b. Street Address~f agent is not a corporation) -Do not enter a P.O. Box 2505 West oast Highway, Suite 201 Newport Beach I State I Zip Code CA 92663 CORPORATION-Complete Item 6c only. Only include the name of the registered agent Corporation. c. California Registered Corporate Agent's Name (if agent is a corporation)-Do not complete Item 6a or 6b 7. Type of Business a. Describe the type of business or services of the Limited Liability Company Real Estate Investment 8 Chief Executive Officer if elected or appointed ' a. First Name Middle Name I Last Name I Suffix b. Address City (no abbreviations) 1 State 1 Zip Code 9. The Information contained herein, Including any attachments, Is true and correct. 11/29/2018 Burleigh Brewer Organizer Dale Type or Print Name of Person Completing the Form TiUe Signature Return Address (Optional) (For communication from the Secretary of State related to this document, or if purchasing a copy of the filed document enter the name of a person or company and the mailing address. This information will become public when filed. SEE INSTRUCTIONS BEFORE COMPLETING.) Name: r Company: Address: City/State/Zip: L LLC-12 (REV 0112017) l J Page 1 of 1 2017 California Secretary of State www.sos.ca.gov/business/be PA2019-143 Secretary of State Articles of Organization Limited Liability Company (LLC) LLC-1 2 ·o 1 a 3 2 3 1 o 4 a o FILED 'D1:i liiJ? Secretary of State State of California IMPORTANT -Read Instructions before completing this form. Filing Fee -$70.00 Copy Fees -First page $1.00; each attachment page $0.50; Certification Fee -$5.00 Note: LLCs may have to pay minimum $800 tax to the California Franchise Tax Board J o e, each year. For more information, go to https:!lwww.ftb.ca.gov. I NOV 1 9 2018 This Space For Office Use Only 1. Limited Liability Company Name (See Instructions-Must contain an LLC ending such as LLC or L.L.C. "'LLC"' will be added, If not Included.) 2523 PCH Properties, LLC 2; Business Addresses a,. lniUal Street Address of Designated Office in California· Do not enter a P.O. Box City (no abbrovlations) State Zip Code 2025 West Coast Highway, Suite 201 Newport Beach CA 92663 b. Initial Mail!ng Address of LLC, If dltterent than Item 2a City (no abbrnvialions) State Zip Code 3. Service of Process (Must provide either Individual OR Corporation.) INDIVIDUAL -Complete Items 3a and 3b only. Must Include agent"s full name and California street address. a. California Agent's First Name (if agent Is not a corporation) Middle Name Last Namo Suffix. Manouch Moshayedi b. Street Address (If agent Is not a corporation) -Do nol enter a P.O. Box City (no abbrevialions) State Zip Code 2505 West Coast Highway, Suite 201 Newport Beach CA 92663 CORPORATION -Complele Item 3c. Only Include the name of the registered agent Corporation. c, Callfomta Registered Corporate Agent's Name {if agent Is a corporation)-Do not complete Item 3a or 3b 4. Management (Select only one box) The LLC will be managed by: 0 One Manager D More than One Manager 0 All LLC Member(s) 5. Purpose Statement (Do not alter Purpose Statement) The purpose of the limited liability company is to engage in any lawful act or activity for which a limited liability company may be organized under the California Revised Uniform Limited Liability Company Act. 6. The Information contained herein, including in any attachments, is true and correct. Burleigh Brewer Print your name here LLC-1 (REV0412017) 2017 California Secretary of Stale www.sos.ca.oov/business/be PA2019-143 LIMITED LIABILITY COMPANY AGREEMENT OF 2523 PCH PROPERTIES, LLC THIS LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") is made and entered into effective as of November 19, 2018 by R.E. Exchange Services, Inc., a California corporation, (the "Member") and Manouch Moshayedi (the "Manager"). 1. Formation of Company. 1.1 Formation. 2523 PCH Properties, LLC, a California limited liability company (the "Company") was formed when the Articles of Organization (the "Articles") were executed and filed with the office of the Secretary of State in accordance with and pursuant to the California Limited Liability Company Act (the "Act"). 1.2 Principal Place of Business. The principal place of business of the Company shall be 2505 West Coast Highway, Suite 201, Newport Beach, CA 92663. The Company may locate its places of business at any other place or places as the Members may from time to time deem advisable. 1.3 Registered Office and Registered Agent. The Company's initial registered agent and the address of its initial registered office are Manouch Moshayedi 2505 West Coast Highway, Suite 201, Newport Beach, CA 92663. 1.4 Term. The term of the Company shall be as set forth in the Articles. 1.5 Business of the Company. The Company will enter into a Real Estate Acquisition and Qualified Exchange Accommodation Agreement (the "QEAA") with The M. and S. Moshayedi Revocable Trust dated November 16,1995 (the "Exchangor"). The business of the Company is to acquire certain real property (the "Property") described in the QEAA and hold it as the "exchange accommodation titleholder" for Exchangor pursuant to IRS Revenue Procedure 2000-37 and the terms of the QEAA. The Company may exercise all other powers necessary to or reasonably connected with the Company's business that may be legally exercised by a limited liability company under the Act. 2. Rights and Obligations of Manager and Member. 2.1 Management. All day to day business and affairs of the Company shall be managed by the Manager, and the Manager shall have the sole power and authority to bind the Company with respect to such matters. The Manager shall also execute the acquisition and transfer documents for the Property and any financing documents related to loans securing by the Property. The Member may remove the Manager and upon 30 days' written notice to such Manager at the address set forth above. 2.2 Capital Contributions; Limitation of Liability. The Member agrees to contribute capital as may be required from time to time up to $1,000 as its capital contribution. The Member shall not be personally liable for any debts, obligations or liabilities of the Company beyond its capital contribution. The Member's liability shall be limited as set forth in this Agreement and the Act. 2.3 Withdrawal or Reduction of Member's Contributions to Capital. The Member shall not receive out of the Company's property any part of its capital contribution until all liabilities of the Company have been paid or there remains property of the Company sufficient to pay all Company liabilities in the usual course of business. -1- PA2019-143 2.4 Interest on and Return of Capital Contribution. The Member shall not be entitled to interest on its capital contribution or to return of its capital contribution, except as otherwise specifically provided for herein. 2.5 Distributions. The Member shall be entitled to all distributions of distributable cash from the Company. 2.6 Loans to Company. Nothing in this Agreement shall prevent the Member from making secured or unsecured loans to the Company. 2.7 Indemnification. The Member and Manager shall not be liable, responsible or accountable in damages or otherwise to the Company for any act or omission by any such person performed in good faith pursuant to the authority granted to the Member or Manager by this Agreement or in accordance with its provisions, and in a manner reasonably believed by such person to be within the scope of the authority granted to the Member or Manager and in the best interest of the Company; provided that such act or omission did not constitute fraud, misconduct, bad faith or gross negligence. The Company shall indemnify and hold harmless the Member and Manager, and each director, officer, partner, employee or agent thereof, against any liability, loss, damage, cost or expense incurred by them on behalf of the Company or in furtherance of the Company's interests without relieving any such person of liability for fraud, misconduct, bad faith or negligence. No Member or Manager shall have any personal liability with respect to the satisfaction of any required indemnification of the above-mentioned persons. Any indemnification required to be made by the Company shall be made promptly following the fixing of the liability, loss, damage, cost or expense incurred or suffered by a final judgment of any court, settlement, contract or otherwise. In addition, the Company may advance funds to a person claiming indemnification under this Section 2. 7 for legal expenses and other costs incurred as a result of a legal action brought against such person only if (I) the legal action relates to the performance of duties or services by the person on behalf of the Company, (ii) the legal action is initiated by a party other than a Member or Manager, and (iii) such person undertakes to repay the advanced funds to the Company if it is determined that such person is not entitled to indemnification pursuant to the terms of this Agreement. 3. Accounting; Books and Records 3.1 Accounting Principles; Tax Return. The Company's books and records shall be kept under such permissible method of accounting, consistently applied, as the Member detem1ines is in the best interest of the Company and its Member. The Company is a disregarded entity for Federal tax purposes under Treasury Regulation §301.7701-2 and the Member shall report all Company income and loss as required by law. The Company's accounting period shall be the calendar year. 3.2 Records, Audits and Reports. At the expense of the Company, the Member shall maintain records and accounts of all operations and expenditures of the Company. The Company shall keep at its principal place of business the records required by the Act. 3.3 Inspection of Records. Upon reasonable request, the Member shall have the right to inspect and copy at such Member's expense, during ordinary business hours the records required to be maintained by the Company pursuant to the Act. 4. Transferability. Subject to the QEAA, the Member shall have the right to sell, assign, transfer, exchange, or otherwise transfer for consideration or by gift, all or any part of its interest in the Company, provided that prior to any conveyance, the Member shall provide Manager with an opinion of counsel opining that such conveyance will not cause any transferee to become a disqualified person under Revenue Procedure 2000-37 with -2- PA2019-143 respect to the Exchangor, and provided further that no conveyance shall be made without the advance written consent of any lender whose loan is secured by the Property. 5. Dissolution and Termination. 5.1 Dissolution. The Company shall be dissolved upon the occurrence of any of the following events: (a) upon expiration of the term specified in the Articles; (b) by the written agreement of the Member; or (c) a person ceases to be a Member upon the occurrence of any of the events specified in the Act. 5.2 Winding Up, Liquidation and Distribution of Assets. Upon dissolution, the Member shall immediately proceed to wind up the affairs of the Company, unless the business of the Company is continued. The Member shall sell or otherwise liquidate all of the Company's assets as promptly as practicable and shall apply the proceeds of such sale and the remaining Company assets in the following order of priority: (a) Payment of creditors to the extent otherwise permitted by law, in satisfaction of liabilities of the Company; and (b) To establish any reserves that the Member deems reasonably necessary for contingent or unforeseen obligations of the Company and, at the expiration of such period as the Member shall deem advisable, the balance then remaining to the Member. 5.3 Termination. The Member shall comply with any applicable requirements of applicable law pertaining to the winding up of the affairs of the Company and the final distribution of its assets. Upon completion of the winding up, liquidation and distribution of the assets, the Company shall be deemed terminated. The Member shall file Articles of cancellation or other document as required by the Act. Upon filing the Articles of cancellation, the existence of the Company shall cease, except as otherwise provided in the Act. 6. Miscellaneous Provisions. 6.1 Governing Law. This Agreement shall be construed and enforced in accordance with the internal laws of the State of California. 6.2 Amendments. This Agreement may be amended by the Member and Manager. 6.3 Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company. Executed by the undersigned Member and Manager effective as of the date first above written. Manager: Member: Manouch Moshayedi -3- PA2019-143