HomeMy WebLinkAboutC-5387(F) - Termination AgreementRecorded in Official Records, Orange County
Hugh Nguyen, Clerk -Recorder
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
Gromet & Associates
114 Pacifica, Suite 250
Irvine, California 92618
Attention: Stevan J. Gromet, Esq.
IlIlIlIlIlIll 1111111 1111 11105.00
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2019000349808 12:02 pm 09/13/19
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0.00 0.00 0.00 0.00 21.00 0.00 0.000.0075.00 3.00
(Space Above for Recorder 's Use)
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (this "Agreement") is executed as of 8 .29 ' , 2019,
by and between UPTOWN NEWPORT JAMBOREE, LLC, a Delaware limited liability company
("Uptown"), TSG — PARCEL 1, LLC, a Delaware limited liability company ("TSG"), TPG/TSG
VENTURE 1 ACQUISITION LLC, a Delaware limited liability company ("TPG"), and UPTOWN
NEWPORT BUILDING OWNER, LP, a Delaware limited partnership ("UNBO"). Uptown, TSG, TPG
and UNBO shall sometimes hereinafter be collectively referred to as, the "Parties", and individually as, a
"Party".
WHEREAS, Uptown, TSG, TPG and UNBO are all of the fee owners of all of the properties subject
to that certain Amended and Restated Declaration of Easements (Ingress, Egress, Reciprocal Parking and
Traffic Circulation, and Utilities) dated February 13, 2014, and recorded February 13, 2014, as Instrument
No. 2014000059221 in the Official Records of Orange County, California (the "Declaration");
WHEREAS, the Declaration terminated by its terms upon the recordation of that certain tract map
for Tract No. 17763 (the "Tract Map'), recorded June 19, 2015, as Instrument No. 2015000320061, in
Book 937, Pages 17 through 23, inclusive, of Miscellaneous Maps in the Official Records of Orange
County, California (the "Official Records"), as amended by that certain Tract Map Certificate of
Correction recorded February 2, 2016,.as Instrument No. 2016000045179 in the Official Records, which
Tract Map grants the easements contemplated and granted under the Declaration, and the Parties desire to
enter into this Agreement to expressly memorialize such termination of the Declaration; and
WHEREAS, the CITY OF NEWPORT BEACH„a, California municipal corporation and charter
city (the "City"), is a third -party beneficiary to the Declaration, whose consent is required for this
Agreement, pursuant to the terms of the Declaration, and the City desires to so consent;
NOW, THEREFORE, in consideration of the foregoing recitals, of the mutual promises contained
herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, hereby terminate the Declaration in its entirety and declare that the Declaration, and all
rights of the parties thereunder, shall immediately terminate and be of no further force or effect, and the
parties shall have no obligations or liability under the Declaration arising from and after the date hereof.
Accordingly, each Party hereby quitclaims in favor of the other Parties hereto any and all interests held by
such quitclaiming Party in the servient tenements under the Declaration.
This Agreement may be executed in any number of counterparts, each of which shall be deemed to
be an original, and all of such counterparts shall constitute one agreement.
[signatures on following page]
Termination Agreement — Amended and Restated Declaration of Easements Page 1
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as
of the day and year first above written.
UPTOWN NEWPORT JAMBOREE, LLC,
a Delaware limited liability company
By: John M. Santry
Its: Executive Vice President - Real Estate
TSG - PARCEL 1, LLC,
a Delaware limited liability company
B; : John M. Santry
s: Executive Vice President - Real Estate
TPG/TSG VENTURE I ACQUISITION LLC,
a Delaware limited liability company
By: TPG 2014-2 (Uptown Newport), LLC,
a Delaware limited liability company
By:
Its:
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:
Its:
Termination Agreement — Amended and Restated Declaration of Easements Page 2
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as
of the day and year first above written.
UPTOWN NEWPORT JAMBOREE, LLC,
a Delaware limited liability company
By: John M. Santry
Its: Executive Vice Presi. ent - Real Estate
TSG - PARCEL 1, LLC,
a Delaware limited liability company
B John M. Santry
s: Executive Vice President - Real Estate
TPG/TSG VENTURE I ACQUISITION LLC,
a Delaware limited liability company
By: TPG 2014-2 (Uptown Newport), LLC,
a Delaware limited liability company
By: I e ntro jh,-
Its: tr%a`.rVy.s„ti
UPTOWN NEWPORT BUILDING OWNER, LP,
a Delaware limited partnership
By: AHA MacArthur MOP, LLC, a California limited
liability company, its Managing General Partner
By: Affordable Housing Access, Inc., a California
Nonprofit public benefit corporation, its manager
By:
Its:
c /917ed n
0t�rpp�t
Termination Agreement — Amended and Restated Declaration of Easements Page 2
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed'as
of the day and year first above written.
UPTOWN NEWPORT JAMBOREE, LLC,
a Delaware limited liability company
By: John M. Santry
Its: Executive Vice President - Real Estate
TSG - PARCEL 1, LLC,
a Delaware limited liability company
B , : John M. Santry
s: Executive Vice President - Real. Estate
TPG/TSG VENTURE I ACQUISITION LLC,
a Delaware limited liability company
By: TPG 2014-2 (Uptown Newport), LLC,
a Delaware limited liability company
By:
Its:
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
�NJ
By: tijiLLtAM w. H;RSc14
Its: C €
Termination Agreement — Amended and Restated Declaration of Easements Page 2
ACKNOWLEDGEMENT
The CITY OF NEWPORT BEACH, a California municipal corporation and charter city, hereby approves
and consents to the execution and recordation of this instrument terminating that certain Amended and
Restated Declaration of Easements (Ingress, Egress, Reciprocal Parking and Traffic Circulation, and
Utilities) dated February 13, 2014, and recorded February 13, 2014, as Instrument No. 2014000059221 in
the Official Records of Orange County, California.
Dated this 2-6 of AV V5 , 2019.
N
Ti
e:
di AO:. L.t v
Cr+,� wtAA..c 2- r
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: I / 2- $ / ( 1
By:
Aaron . Harp, City Att rney
Attest
Leil
Date:
, MMC, City Clerk
Termination Agreement — Amended and Restated Declaration of Easements Page 3
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 OR A 14 (9 E.
, who proved to me on the basis of satisfactory evidence to
be the person(e}whose name($} is/are subscribed to the within instrument and acknowledged to me that lie/she/they
executed the same in kis/her/11404 authorized capacity(ies), and that by hi&Lher/their signature(4) on the instrument the
person(&), or the entity upon behalf of which the person(s) acted, executed the instrument.
On AOty Z.q , 2019, before me, Jet4N4¢tE12 ANfsj Mt) L„s/E`/ , allotary
Public, personally appeared
(IRAcE 4C Ltv r►t)
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
WITNESS nvnhand and official seal.
Jennifer Ann Mulvey
COMM #2214138 a
Notary Public - Califomia
ORANGE COUNTY
�',*' My CommissionExpiresOd12,2621
(Seal)
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
) ss.
On , 2019, before me, , a 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.
Notary Public (Seal)
Termination Agreement — Amended and Restated Declaration of Easements Notary Page
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 bR A to 6 E.
On A1X Z•9
Public, personally appeared
&P,Ace K LEu ta u , who proved to me on the basis of satisfactory evidence to
be the person($ -whose name(e}is/are subscribed to the within instrument and acknowledged to me that l /she/they
executed the same in is/her/their authorized capacity(ies), and that by his/her/their signature(&) on the instrument the
person(s.), or the entity upon behalf of which the person(s) acted, executed the instrument.
, 2019, before me, Jet4N(Feta ANt) PAJLJE`( , allotary
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
WITNESS hand and official seal.
Nota ' ubli
Jennifer Ann Mulvey
, COMM #2214138 >
11,c o
Notaryry Publ
ANGEicCOU-Califomia�
NTY
j'. My Commission Expires Oct 12, 2621
(Seal)
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
y�
) ss.
COUNTY OF br Olt i
On U,0t- , 2019,.before me, -EX Y 1 T 0Vdies lad , a Notary
Public, personally appeared
rohh 1V1. So�n-(-
, who proved to me on the basis of satisfactory evidence to
be the person(s) whose name(s) is/a e 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 Califomia that the foregoing paragraph is true
and correct.
WITNESS my hind and office
TERRI HOVDESTAD
Notary Public - California
Orange County
Commission ft 2244544
My Comm. Expires Jun 28, 2022
Notary Public (Seal)
Termination Agreement — Amended and Restated Declaration of Easements
Notary Page
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 Orarl
On - 5 2019, before me, Vital -el �1 C.fn(4.) -) Notary
Public, personally appeared
knnc-i-h (�k.ccr-YIrV , 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.
WI d official seal.
Notary Public
PAMELA STANDISH
Notary Public - California
Orange County
Commission N 2264234
My Comm. Expires Oct 26, 2022
(Seal)
IA 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
) ss.
On , 2019, before me, , a 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.
Notary Public (Seal)
Termination Agreement — Amended and Restated Declaration of Easements Notary Page
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
) ss.
On , 2019, before me, , a Notary
Public, personally appeared
, who proved to me on the basis of satisfactory evidence to
be the person(s) whose names) 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.seai.
Notary Public
(Seal)
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which thiscertificate is attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA
COUNTY OF ,R- )
On `) f'lq%,t.l �O , 2019; before: me, �P.f.SI eck �. I ► l Q �—� ✓t 1 , a Notary
Public, pert pally _appeared
4 Su. , who proved to me on the basis of satisfactory a 'dense to
be the person(s) whos- tame(s�are subscribed to the within instrument and acknowledged to me tha he/ he/they
executed the same i / er/their'authorized capacity(ies), and that by�er/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'correet.
WITNESS my hand and official seal..
-)7V1
Termination Agreement —Amended and Restated'Deciaration of Easements
JESSICA S. MARTINI
Commission # 2135073
_ ': " Notary Public - California i
_ �? �►% Orange County s
My Comm. Expires Dec 23_2019
(Seal)
Notary Page