HomeMy WebLinkAboutPA2021-161_20220805_Recorded Document_Acknowledgement of a Reduction in Development RightsRECORDING REQUESTED BY:
WHEN RECORDED, MAIL TO:
City of Newport Beach
3300 Newport Boulevard
Newport Beach, CA 92663-3884
Attention: City Clerk
Recorded in Official Records, Orange County
Hugh Nguyen, Clerk -Recorder
I 11I 1 11111111 III 1 1 11111111 1 11 NO FEE R
0 0 1 3 8 9 0 4 0 6 $ * 20220002706221:
12 pm 08/05/22 9
RW9A M 10 12 0.
00 0.00 0.00 0.00 33.00 0.00 0.000.000.00 0.00 Space
Above for Recorder's Use) This
Memorandum is recorded at the request
and for the benefit of the City of Newport
Beach and is exempt from the payment
of a recording fee pursuant to Government
Code§§ 6103 and 27383. MEMORANDUM
OF AGREEMENT AND ACKNOWLEDGMENT OF A REDUCTION IN DEVELOPMENT
RIGHTS FOR THE UPTOWN NEWPORT PROJECT THIS
MEMORANDUM OF AGREEMENT AND ACKNOWLEDGEMENT OF A REDUCTION
IN DEVELOPMENT RIGHTS FOR THE UPTOWN NEWPORT PROJECT (this Memorandum")
is made as of 2022, and is being acknowledged by PARKHOUSE RESIDENCES,
LLC, a Delaware lid ited liability company, ONE NEWPORT DEVELOPMENT LLC, a Delaware
limited liability company, UPTOWN NEWPORT BUILDING OWNER, LP, a Delaware limited
partnership, UPTOWN NEWPORT RETAIL, LLC, a Delaware limited liability company, and UPTOWN
NEWPORT JAMBOREE, LLC, a Delaware limited liability company (collectively, the Landowners")
for the benefit of the CITY OF NEWPORT BEACH ("City"). RECITALS
A.
Landowners are the owners of that certain real property located in the City of Newport
Beach, County of Orange, State of California commonly referred to as Uptown Newport, as more
particularly in Attachment 1 hereto (the "Property" or the "Donor Site"). No other owners own fee title
to the Property. B.
TSG-PARCEL 1, LLC, a Delaware limited liability company, TPG/TSG VENTURE
1 ACQUISITION LLC, a Delaware limited liability company, and UPTOWN NEWPORT JAMBOREE,
LLC, a Delaware limited liability company (as successors -in -interest to UPTOWN NEWPORT
LP, a Delaware limited partnership) and City previously entered into that certain Development
Agreement dated March 12, 2013, and recorded in the Official Records of Orange County on
March 26, 2013, as document number 2013000180939, as amended by the First Amendment to Development
Agreement, dated April 28, 2015, and recorded in the Official Records of Orange County on
July 06, 2015, as document number 2015000349840 (as so amended, the "Development Agreement'), which
Development Agreement relates to the Properly. C.
Prior to the date hereof, (i) TSG-PARCEL 1, LLC conveyed its respective interest
in the Property and the Development Agreement to ONE NEWPORT DEVELOPMENT LLC and PARKHOUSE
RESIDENCES, LLC, (ii) TPG/TSG VENTURE 1 ACQUISITION LLC conveyed its respective
interest in the Property and the Development Agreement to UPTOWN NEWPORT BUILDING
OWNER, LP, and (iii) UPTOWN NEWPORT JAMBOREE, LLC conveyed a portion of its
PA2021-161
respective interest in the Property and the Development Agreement to UPTOWN NEWPORT RETAIL,
LLC, a Delaware limited liability company.
D. Pursuant to the Development Agreement, Landowners have the right to develop a
maximum of One Thousand Two Hundred Forty -Four (1,244) residential units on the Property as part of
the Uptown Newport project (the "Project"), to be built in two separate phases, with a maximum of Six
Hundred Eighty (680) units in Phase 1 and Five Hundred Sixty -Four (564) units in Phase 2.
E. Five Hundred Forty -Eight (548) units in Phase 1 have been constructed, or are in
the process of being planned, approved, and/or constructed, which leaves a total of One Hundred Thirty -
Two (132) unbuilt/unused units in Phase 1 of the Project.
F. Pursuant to General Plan Land Use Element Policy LU4.3, Sections 2.2 and 2.3
of the Uptown Newport Planned Community Development Plan, and Newport Beach Municipal Code
Chapter 20.46 (Transfer of Development Rights), Landowners have agreed to transfer their rights to
develop Seventy -Seven (77) of the unbuilt/unused units in Phase 1 of the Project to that certain project in
the City located at 1300 Bristol Street (the "Receiver Site") known as PA2021-161 and approved by the
Newport Beach City Council on March 22, 2022.
ACKNOWLEDGMENT
NOW THEREFORE, Landowners hereby acknowledges the following:
1. Recitals Incorporated. The above recitals are hereby incorporated by reference.
2. Remaining Development Rights. Landowners hereby acknowledge and agree
that following the above -referenced transfer of seventy-seven (77) units from the Donor Site to the
Receiver Site, Landowners shall have the right in accordance with the Development Agreement and other
approvals for the Project to develop not more than one thousand one hundred sixty-seven (1,167) units in
the Project. The reduction and transfer of seventy-seven (77) units from Donor Site to Receiver Site is an
approved modification to the Uptown Newport development program that establishes a lower total
entitlement within the Uptown Newport Planned Community.
3. Memorandum Runs with the Land. It is the express intent of Landowners that
this Memorandum shall run with the Property and bind and burden the Property for the benefit of City.
SIGNATURES ON FOLLOWING PAGE]
2
PA2021-161
IN WITNESS WHEREOF, Landowners do hereby acknowledge this Memorandum as of the date
first referenced above.
PARKHOUSE RESIDENCES, LLC,
a Delaware limited liability company
By:
Name: Brian G. Rupp
Title: Executive Vice President - Real Estate
ONE NEWPORT DEVELOPMENT LLC,
a Delaware limited liability company,
Signed in
By: Counterpart
Name:
Title:
UPTOWN NEWPORT BUILDING OWNER, LP,
a Delaware limited partnership
By: AHA MacArthur MGP, LLC, a California limited liability company,
its Managing General Partner
By: Affordable Housing Access, Inc., a California Nonprofit public benefit corporation,
its manager
By:
Name:
Title:
By: Uptown Newport Building GP, LLC, a Delaware limited liability company,
its administrative general partner
By:
Name:
Title:
SIGNATURES CONTINUED ON FOLLOWING PAGE]
PA2021-161
IN WITNESS WHEREOF, Landowners do hereby acknowledge this Memorandum as of the date
first referenced above.
PARKHOUSE RESIDENCES, LLC,
a Delaware limited liability company
By:
Name:
Title:
Signed in
Counterpart
ONE NEWPORT DEVELOPMENT LLC,
a Delaware limited liability company,
By:
Nan
Title
UPTOWN NEWPORT BUILDING OWNER, LP,
a Delaware limited partnership
By: AHA MacArthur MGP, LLC, a California limited liability company,
its Managing General Partner
By: Affordable Housing Access, Inc., a California Nonprofit public benefit corporation,
its manager
By:
Name:
Title:
By: Uptown Newport Building GP, LLC, a Delaware limited liability company,
its administrative general partner
By:
Name:
Title:
SIGNATURES CONTINUED ON FOLLOWING PAGE]
3
PA2021-161
IN WITNESS WHEREOF, Landowners do hereby acknowledge this Memorandum as ofthe date
first referenced above.
PARKHOUSE RESIDENCES, LLC,
a Delaware limited liability company
By:
Name:
Title:
Signed in
Counterpart
ONE NEWPORT DEVELOPMENT LLC,
a Delaware limited liability company,
By:
Name:
Title:.
UPTOWN NEWPORT BUILDING OWNER, LP,
a Delaware limited partnership
By: AHA MacArthur MGP, LLC, a California limited liability company,
its Managing General Partner
By: Affordable Housing Access, Inc., a California Nonprofit public benefit corporation,
its manager
VBy:
Name: A-Slc.Ios 15 4i-4m4wzD94jZ4
Title: ?A a. aF.T
By: Uptown Newport Building GP, LLC, a Delaware limited liability company,
its administrative general partner
By: _
Name:
Title:
SIGNATURES CONTINUED ON FOLLOWING PAGE]
PA2021-161
IN WITNESS WHEREOF, Landowners do hereby acknowledge this Memorandum as of the date
first referenced above.
PARKHOUSE RESIDENCES, LLC,
a Delaware limited liability company
Signed in
By:
Counterpart
Name:
Title:
ONE NEWPORT DEVELOPMENT LLC,
a Delaware limited liability company,
By:
Name:
Title:
UPTOWN NEWPORT BUILDING OWNER, LP,
a Delaware limited partnership
By: AHA MacArthur MGP, LLC, a California limited liability company,
its Managing General Partner
By: Affordable Housing Access, Inc., a California Nonprofit public benefit corporation,
its manager
By: _
Name:
Title:
By: Uptown Newport Building GP, LLC, a Delaware limited liability company,
its administrative general partner
By:
Name: e s' gleval A V4 AµCS T. 3caor,
Title: , V (c- e res; d cw r -
SIGNATURES CONTINUED ON FOLLOWING PAGE)
3
PA2021-161
UPTOWN NEWPORT JAMBOREE, LLC,
a Delaware limited liability company
By: l2— r<,--
Name: Brian G. Rupp
Title: Executive Vice President - Real Estate
UPTOWN NEWPORT RETAIL, LLC,
a Delaware limited liability company
By: ( C5 , i"/
Name: Brian G. Rupp
Title: Executive ice President - ea state
NOTARIAL ACKNOWLEDGMENTS ON FOLLOWING PAGE]
PA2021-161
A notary public or other officer completing this certificate verifies only the identity ofthe individual who signed
the document to which this certificate is attached, and not the truthfulness, accuracy, or validity ofthat document.
STATE OF CA FORNIA
COUNTY OF
L /
On ( , 2022, before me i ,Notary Public,
personaill appeared f r ja A
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.
WITNESS my h d and 'al-
5 0: rN TERRI HOVDESTAD
Notary Public • California
Orange county
Commission 0 2406769
o•"' My Comm. Expires Jun 28, 2026Signature
Seal)
Notarial Acknowledgment]
PA2021-161
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 ofthat document.
STATE OF G44-jfFEMWtA-
COUNTY OF 1>A-L.L (k-S
On A-V G L ST L , 2022, before me F-I_! S 1 01J N(- , Notary Public,
personally appeared P At-U L U-t OrN C+
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.
S
I certify under PENALTY OF PERJURY under the laws of the State of C—afifornta that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
ALIS BONDA
Signature Notary Public, State of Texas
Q Comm. Expires 10-10-2023
Notary ID 128765059
A notary public or other officer completing this certificate verifies only the identity ofthe 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
On 2022, before me Notary Public,
personally appeared
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.
WITNESS my hand and official seal.
Signature
Seal)
Notarial Acknowledgment]
PA2021-161
A notary public or other officer completing this certificate verifies only the identity ofthe individual who signed
the document to which this certificate is attached, and not the truthfulness, accuracy, or validity ofthat document
STATE OF CALIFORNIA
COUNTY OF O CC t G R- _
On Guf / , 2022 before me `%QSS' a// Notary Public,
personally appeared — \[aS 11'0S afi4" f
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.
WITNESS my hand and official seal.
Sign r
Seal)
Notarial Acknowledgment)
my
JESSICA S MARTINI
Notary Public • CaliforniaOrangeCounty
Commission @ 2314087
Comm. Expires Oec 23, 2023
PA2021-161
CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189
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 V J}
On k 4 ( ?a"' before me, c
Date %
I _
Here Insert e and Title of the Officer
personally appeared J 8 /340 t t-
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 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.
THERESALYNN
e 9 Commission # 2323580
Notary Public - California ,
s . ORANGE County
IylyComm. Expires MAR t0, 2024
Place Notary Seal and/or Stamp Above
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
Signature o Zary Public
OPTIONAL
Completing this information can deter alteration of the document or
fraudulent reattachment of this form to an unintended 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:
Corporate Officer - Title(s):
Partner - Limited General
Individual Att y in Fact
Trustee uardian or Conservator
Other:
Signer is Repr nting:
2018 National Notary Association
er of Pages:
Signer's Name:
Corporate Officer - Title(s):
Partner - Limited General
Individual Attorney in Fact
Trustee Guardian or Conservator
Other:
Signer is Representing:
PA2021-161
ATTACHMENT I
Legal Description of Property
Real property in the City of Newport Beach, County of Orange, State of California, described as follows:
PARCEL A:
ALL OF TRACT NO. 17763 IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE
OF CALIFORNIA AS SHOWN ON A MAP FILED IN BOOK 937, PAGES 17 THROUGH 23,
INCLUSIVE, OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA.AS
DESCRIBED IN THAT CERTAIN CERTIFICATE OF COMPLIANCE RECORDED JUNE 19, 2015 AS
INSTRUMENT 2015000320677 OF OFFICIAL RECORDS OF SAID COUNTY.
PARCEL B:
PARCEL 4 OF PARCEL MAP NO. 2013-108 IN THE CITY OF NEWPORT BEACH, COUNTY OF
ORANGE, STATE OF CALIFORNIA AS SHOWN ON A MAP FILED IN BOOK 378, PAGES 10
THROUGH 12, INCLUSIVE, OF PARCEL MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA,
BEING A SUBDIVISION OF LOTS 1 AND 2 OF TRACT NO. 7953, IN THE CITY OF NEWPORT
BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED
IN BOOK 310, PAGES 7 TO 11 INCLUSIVE, OF MISCELLANEOUS MAPS, RECORDED OF SAID
COUNTY.
EXCEPT THEREFORE ALL OF TRACT NO. 17763 IN THE CITY OF NEWPORT BEACH, COUNTY
OF ORANGE, STATE OF CALIFORNIA AS SHOWN ON A MAP FILED IN BOOK 937, PAGES 17
THROUGH 23, INCLUSIVE, OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY,
CALIFORNIA.AS DESCRIBED IN THAT CERTAIN CERTIFICATE OF COMPLIANCE RECORDED
JUNE 19, 2015 AS INSTRUMENT 2015000320677 OF OFFICIAL RECORDS OF SAID COUNTY.
ATTACHMENT 1
PA2021-161