Loading...
HomeMy WebLinkAboutC-5387(H) - MOA and Acknowledgment of a Reducation in Development Rights for the Uptown Newport ProjectRECORDING 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 iu 101 110111 111 0I 11 I 11 ll 1111 MEI' NO FEE *$ R 0 0 1 3 8 9 0 4 0 6$* 2022000270622 1:12 pm 08105122 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 A u,44- 4 , 2022, and is being acknowledged by PARKHOUSE RESIDENCES, LLC, a Delaware limited 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 Property. 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 RECORDING REQUESTED BY: WHEN RECORDED, MAIL TO: City of Newport Beach 3300 Newport Boulevard Newport Beach, CA 92663-3884 Attention: City Clerk (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 A M. 1- y , 2022, and is being acknowledged by PARKHOUSE RESIDENCES, LLC, a Delaware lirdited 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 Property. 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 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 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: _____-�r��. ��' • �i�" Name: Brian G. Rupp Title: Executive Vice President - Real Estate ONE NEWPORT DEVELOPMENT LLC, a Delaware limited liability company, Signed in Counterpart 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: Title: [SIGNATURES CONTINUED ON FOLLOWING PAGE] 3 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: Signed in Counterpart Name: Title: ONE NEWPORT DEVELOPMENT LLC, a Delaware limited liability company, 7 By: Name: Title: L cA ti vAt✓1'1I V7-' 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 IN WITNESS WHEREOF, Landowners do hereby acknowledge this Memorandum as ofthe 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: VAS' Ic es c4L01M44/Prz4/7 Title: _?' - ' 0 By: Uptown Newport Building GP, LLC, a Delaware limited liability company, its administrative general partner By: Name: Title: [SIGNATURES CONTINUED ON FOLLOWING PAGE] 3 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 Counterpart By: 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: U �� Name: ek me 5" Biwa') Q 144 SAµes T. r&co" Title: V(c,e. ' res;dewr [SIGNATURES CONTINUED ON FOLLOWING PAGE) 3 UPTOWN NEWPORT JAMBOREE, LLC, a Delaware limited liability company By: Name: Brian G. Rupp Title: Executive Vice President - Real Estate UPTOWN NEWPORT RETAIL, LLC, a Delaware limited liability company By: Name: Brian G. Rupp Title: Executive ice President - Real Estate [NOTARIAL ACKNOWLEDGMENTS ON FOLLOWING 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 CA FORNIA COUNTY OF %rGLl�c�yu On AA 1t,0 f q , 2022, before me l 4 h , Notary Public, personall appeared 6ri ark who proved to me on the basis of satisfactory evidence to be the person(swhose 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 - Signature (Seal) [Notarial Acknowledgment] TERRI HOVDESTAD ;\ Notary Public - California Orange County Commission p 2406769 My Comm. Expires Jun 28, 2026 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 GALWORM-A COUNTY OF 1>A-L.L ( - On A-V Cs,l) , 2022, before me FBI_! 5 60E-) N13- , Notary Public, personally appeared P At-01 C l-t 0-N �+ 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. TC-Kivs I certify under PENALTY OF PERJURY under the laws of the State of C—alifornta that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature ovum,/ ALIS BONDA Notary Public, State of Texas i= Q Comm. Expires 10-10-2023 74'6 .�<,.$ //,,„ s Notary ID 128765059 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 On , 2022, before me personally appeared , Notary Public, 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] 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 O ►ra1 q R - On jof 4 , 2022 before me JeCs-0�-S, YV 7 / Ai , Notary Public, personally appeared Val t I f of ,.,1 a f)a fa , 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 (Seal) [Notarial Acknowledgment] JESSICA S MARTINI Notary Public - California JOrange County Commission # 2314087 My Comm. Expires Dec 23, 2023 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 On AAl to— �/v to— '4(?'V?2 before me, Date personally appeared } Gtih' /Jo hAr j givic Here Insert a(ane and Title of the Officer V -i ie GOD Ytt_ 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. 9Itr�2 THERESA LYNN Commission * 2323S80 Notary Public - California ~ � r ORANGE County 1 — -- — — My —Comm. Expires MAR 10, 2024 F 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 J 14PAVe OPTIONAL Signature oi'-A/otary Public 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 0 General ❑ Individual ❑ Att y in Fact ❑ Trustee ■ uardian or Conservator ❑ Other: Signer is Repr- nting: ©2018 National Notary Association igner's Name: ❑ Corporate Officer — Title(s): ❑ Partner — 0 Limited 0 General ❑ Individual 0 Attorney in Fact ❑ Trustee 0 Guardian or Conservator ❑ Other: Signer is Representing: ATTACHMENT 1 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