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HomeMy WebLinkAboutPFC2020-1 - Approving Supplement No. 1 to Lease/Purchase Agreement, a First Amendment to the Site Lease and a First Amendment to the Assignment Agreement and Certain Additional Documents and Authorizing Certain Actions in Connection TherewithRESOLUTION NO. PFC2020-1 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE NEWPORT BEACH PUBLIC FACILITIES CORPORATION APPROVING SUPPLEMENT NO. 1 TO LEASE/PURCHASE AGREEMENT, A FIRST AMENDMENT TO THE SITE LEASE AND A FIRST AMENDMENT TO THE ASSIGNMENT AGREEMENT AND CERTAIN ADDITIONAL DOCUMENTS AND AUTHORIZING CERTAIN ACTIONS IN CONNECTION THEREWITH WHEREAS, the City of Newport Beach ("City") and the Newport Beach Public Facilities Corporation ("Corporation"), have previously entered into a Lease/Purchase Agreement dated as of November 1, 2010 ("Lease/Purchase Agreement") relating to $20,085,000 City of Newport Beach Certificates of Participation 2010A (Civic Center Project/Central Library Refunding) and $106,757,000 2010B (Federally Taxable Direct Pay Build America Bonds) ("Civic Center Project") (collectively, the "Certificates"), the proceeds of which (i) refunded certain certificates of participation that were delivered to refinance the acquisition and construction of the City's Central Library and (ii) financed the acquisition, improvement and equipping of the City's Civic Center; WHEREAS, the Corporation and the City have previously entered into that certain Site Lease, dated as of November 1, 2010 (the "Site Lease"), in connection with the execution and delivery of the Certificates; WHEREAS, the Corporation and The Bank of New York Mellon Trust Company, N.A., have previously entered into that certain Assignment Agreement, dated as of November 1, 2010 (the "Assignment Agreement," and together with the Lease/Purchase Agreement and the Site Lease, the "Prior Lease Documents"), in connection with the execution and delivery of the Certificates; WHEREAS, pursuant to Section 7.12 of the Lease/Purchase Agreement, the City has the right from time to time to release a portion of the real property or improvements constituting the Leased Premises (as such term is defined in the Lease/Purchase Agreement), if they have: (i) provided the Trustee with a supplement to the Lease/Purchase Agreement; and (ii) satisfied certain conditions precedent set forth in Section 7.12 of the Lease/Purchase Agreement; Resolution No. PFC2020-1 Page 2of3 WHEREAS, the City has determined that it is necessary and desirable to release a portion of the Leased Premises from the lien created by the Lease/Purchase Agreement, such that following the release, the Leased Premises will be comprised only of the Civic Center Site (as such term is defined in the Lease/Purchase Agreement) and the Central Library Site (as such term is defined in the Lease/Purchase Agreement); and WHEREAS, to effectuate the release of a portion of the Leased Premises, the Corporation desires to amend the Prior Lease Documents by entering into a First Amendment to the Site Lease (the "First Amendment to the Site Lease"), a Supplement No. 1 to Lease/Purchase Agreement (the "Lease Supplement No. 1 ") and a First Amendment to the Assignment Agreement (the "First Amendment to the Assignment Agreement"). NOW, THEREFORE, the Board of Directors of the Newport Beach Public Facilities Corporation resolves as follows: Section 1: The forms of the First Amendment to the Site Lease, Lease Supplement No. 1 and First Amendment to the Assignment Agreement, are attached hereto as Exhibits A, B, and C, and incorporated herein by this reference, are hereby approved. Each of the Chairman of the Board of Directors, the President, Chief Financial Officer and the Secretary (the "Authorized Officers") is hereby authorized for and in the name of the City to execute the First 'Amendment to the Site Lease, Lease Supplement No. 1 and First Amendment to the Assignment Agreement in substantially the forms hereby approved, with such additions1hereto and changes therein as are recommended or approved by the City Attorney:' 'Approval of such changes shall be conclusively evidenced by the execution and delivery of the foregoing documents by such officers. Each of the Authorized Officers is hereby authorized to execute, acknowledge and deliver any and all documents required to' consummate the transactions contemplated by the First Amendment to the Site Lease, Lease Supplement No. 1 and First Amendment to the Assignment Agreement in order to release a portion of the Leased Premises or any other property from the lien of Prior Lease Documents. Section 2: The recitals provided in this resolution are true and correct and are incorporated into the operative part of this resolution. Section 3: If any section, subsection, sentence, clause or phrase of this resolution is, for any reason, held to be invalid or unconstitutional, such decision shall not affect the validity or constitutionality of the remaining portions of this resolution. The City Council hereby declares that it would have passed this resolution, and each section, subsection, sentence, clause or phrase hereof, irrespective of the fact that any one or more sections, subsections, sentences, clauses or phrases be declared invalid or unconstitutional. Resolution No. PFC2020-1 Page 3 of 3 Section 4: The Board of Directors finds the adoption of this resolution is not subject to the California Environmental Quality Act ("CEQA") pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Division 6, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly. Section 5: Each of the Authorized Officers is hereby authorized, jointly and severally, to do any and all things and to execute and deliver any and all documents which they may deem necessary and advisable in order to consummate the entry into of the First Amendment to the Site Lease, Lease Supplement No. 1, and First Amendment to the Assignment Agreement, and otherwise effectuate the purposes of this Resolution, including without limitation the substitution and release from time to time of real property and improvements constituting the Leased Premises for purposes of the Lease/Purchase Agreement, and such actions previously taken by such officers are hereby ratified and confirmed. Section 6: This resolution shall take effect immediately upon its adoption by the Board of Directors, and the Secretary shall certify the vote adopting the resolution. ADOPTED this 25th day of August, 2020. 0000, Chairman of the Board of Directors Newport Beach Public Facilities Corporation ATTEST: Secretary APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE AarA C. Harp City Attorney Attachments: Exhibit A - First Amendment to the Site Lease Exhibit B - Lease Supplement No. 1 Exhibit C - First Amendment to the Assignment Agreement EXHIBIT A FIRST AMENDMENT TO THE SITE LEASE [Document follows] RECORDING REQUESTED BY: CITY OF NEWPORT BEACH AND WHEN RECORDED MAIL TO: STRADLING YOCCA CARLSON & RAUTH 660 Newport Center Drive, Suite 1600 Newport Beach, California 92660-6441 Attn: Brian P. Forbath, Esq. [Space above for Recorder's use] This document is recorded for the benefit of the City of Newport Beach, California, and the recording is fee -exempt under Section 27383 of the California Government Code. FIRST AMENDMENT TO THE SITE LEASE THIS FIRST AMENDMENT TO THE SITE LEASE (the "First Amendment") is made and entered into as of August 1, 2020, by and between the NEWPORT BEACH PUBLIC FACILITIES CORPORATION, a 501(c)(4) nonprofit public benefit corporation duly organized and existing under the laws of the State of California, as lessor (the "Corporation"), and the CITY OF NEWPORT BEACH, a chartered city duly organized and existing under the Constitution and laws of said State, as lessee (the "City"). RECITALS A. The Corporation and the City have entered into a "Site Lease," dated as of November 1, 2010 (the "Site Lease"), and recorded on November 29, 2010 as instrument number 2010000635816 in the Official Records of Orange County (the "Official Records") securing $20,085,000 Certificates of Participation 2010A (Tax Exempt) (Civic Center Project/Central Library Refunding) and $106,575,000 Certificates of Participation 2010B (Federally Taxable Build America Bonds) (Civic Center Project) (collectively, the "Certificates"), in connection with that certain Lease/Purchase Agreement by and between the City, as Lessee, and the Corporation, as Lessor, dated as of November 1, 2010, a memorandum of which was recorded on November 29, 2010 as instrument number 2010000635817 in the Official Records, as amended by that certain First Amendment to Memorandum of Lease/Purchase Agreement, dated as of August 1, 2020 (collectively, the "Lease"). B. Pursuant to Section 7.12 of the Lease, the City has the right from time to time to release a portion of the real property or improvements constituting the Leased Premises (as defined in the Lease), if it has: (i) provided the Trustee with a supplement to the Lease; and (ii) satisfied certain conditions precedent set forth in Section 7.12 of the Lease. C. As of the date of this First Amendment, the City has provided the Trustee with a supplement to the Lease and has complied with the conditions precedent set forth in Section 7.12 of the Lease, and Corporation and City hereby desire to amend the Site Lease as set forth below. DOCSOC\836728v2\22345.0000 NG-U9ZQ V MF2/4824-7593 -8755 v2/022459-0014 NOW, THEREFORE, the Corporation and the City agree as follows: 1. Release. The Leased Premises listed on Exhibit A of the Site Lease is hereby replaced in its entirety with the Leased Premises listed on Exhibit A attached hereto. By the recording of this First Amendment, the real property listed on Exhibit B attached hereto (the "Released Leased Premises") is hereby released from the encumbrance of the Site Lease, and all interests previously granted in the Released Leased Premises pursuant to the terms of the Site Lease are hereby terminated. 2. No Other Changes. Except as expressly provided to the contrary in this First Amendment, the terms of the Site Lease shall remain in full force and effect as written. All terms used herein and not defined herein but defined in the Site Lease shall have the meaning given to such terms in the Site Lease. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 2 NG-U9ZQ V MF2/4824-7593 -8755 v2/022459-0014 IN WITNESS WHEREOF, the parties have executed this First Amendment to the Site Lease as of the date first set forth above. CITY OF NEWPORT BEACH [SEAL] By: Grace K. Leung, City Manager ATTEST: Leilani I. Brown, City Clerk APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY: By: 0." C. ffo- -- Aaron C. Harp, City Attorney NEWPORT BEACH PUBLIC FACILITIES CORPORATION By: Its: Chief Financial Officer ATTEST: Secretary S-1 DOCSOC/ 15273 83/022025-0040 NG-U9ZQVMF2/4824-7593-8755v2/022459-0014 EXHIBIT A LEGAL DESCRIPTION OF THE LEASED PREMISES Central Library: THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL 1: (APN: 442-014-26) THE SOUTHWESTERLY ONE-HALF OF PARCEL 2, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON PARCEL MAP NO. 90- 361, FILED IN BOOK 270, PAGES 15 TO 18 INCLUSIVE, OF PARCEL MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA. EXCEPTING THEREFROM ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES, WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED BY THE IRVINE -COMPANY IN THE DEED RECORDED MAY 8, 1992, AS INSTRUMENT NO. 92-304758, OF OFFICIAL RECORDS. PARCEL 1 A: A PERMANENT NONEXCLUSIVE EASEMENT IN GROSS AND APPURTENANT TO PARCEL 1, DESCRIBED ABOVE, (THE "BENEFITTED PARCEL") OVER THAT PORTION OF PARCEL 1 IDENTIFIED IN EASEMENT NOTE 3, SET FORTH AND SHOWN ON PARCEL MAP NO. 90-361, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, RECORDED IN BOOK 270, PAGES 15 TO 18 INCLUSIVE, OF PARCEL MAPS, RECORDS OF SAID COUNTY (THE "PRINCIPAL ACCESS EASEMENT AREA") FOR THE PURPOSE OF VEHICULAR AND PEDESTRIAN ACCESS, INGRESS AND EGRESS AND CONSTRUCTION, REPLACEMENT AND MAINTENANCE OF DRIVEWAYS, CURBS, CURB CUTS, ENTRYWAYS, LIGHT STANDARDS, TRAFFIC SIGNS, SIDEWALKS, LANDSCAPING, IRRIGATION, MONUMENTATION, DIRECTIONAL AND OTHER Exhibit A-1 DOC SOC/ 1527383/022025-0040 NG-U9ZQ V MF2/4824-7593-8755v2/022459-0014 ROADWAY SIGNS AND LIKE IMPROVEMENTS WITHIN SUCH PRINCIPAL ACCESS EASEMENT AREA. GRANTEE SHALL PAY FOR ALL COSTS AND EXPENSES TO IMPROVE THE PRINCIPAL ACCESS EASEMENT AREA AND TO MAINTAIN THE PRINCIPAL ACCESS EASEMENT AREA PRIOR TO THE TIME THE OWNER OF PARCEL 1 OF PARCEL MAP NO. 90-361 (`BURDENED PARCEL 1") OBTAINS A CERTIFICATE OF OCCUPANCY FOR PERMANENT BUILDING IMPROVEMENTS TO BE CONSTRUCTED ON SUCH BURDENED PARCEL 1. UPON OBTAINING A CERTIFICATE OF OCCUPANCY FOR IMPROVEMENTS CONSTRUCTED ON THE BURDENED PARCEL 1, THE OWNER OF THE BURDENED PARCEL 1 AND THE OWNER OF THE BENEFITTED PARCEL SHALL EACH CONTRIBUTE TO FIFTY PERCENT (50%) OF THE COSTS AND EXPENSES OF MAINTENANCE, REPAIR AND RESTORATION OF ALL IMPROVEMENTS LOCATED ON THE PRINCIPAL ACCESS EASEMENT AREA WHICH ARISE SUBSEQUENT TO THE ISSUANCE OF SUCH CERTIFICATE OF OCCUPANCY. GRANTOR HEREBY RESERVES THE RIGHT, FOR THE BENEFIT OF THE OWNER OF THE BURDENED PARCEL I TO REDESIGN, REMOVE, RECONSTRUCT AND IMPROVE THE DRIVEWAYS, CURB CUTS, CURBS, ENTRYWAYS, LIGHT STANDARDS, TRAFFIC SIGNS, SIDEWALKS, PERMANENT WALLS AND FENCES, LANDSCAPING, IRRIGATION, MONUMENT, DIRECTIONAL AND OTHER ROADWAY SIGNS AND LIKE IMPROVEMENTS LOCATED WITHIN THE PRINCIPAL ACCESS EASEMENT AREA IN CONNECTION WITH IMPROVEMENT OR RECONSTRUCTION OF PERMANENT BUILDINGS LOCATED ON THE BURDENED PARCEL 1; PROVIDED, HOWEVER, THAT THE OWNER OF THE BURDENED PARCEL 1 SHALL PROVIDE REASONABLE ALTERNATIVE ACCESS TO THE BENEFITTED PARCEL AT ALL TIMES DURING CONSTRUCTION OF SUCH REDESIGNED OR UPGRADED IMPROVEMENTS. THE OWNER OF THE BURDENED PARCEL 1 SHALL REPAIR ALL DAMAGE CAUSED TO IMPROVEMENTS LOCATED WITHIN THE PRINCIPAL EASEMENT AREA BY CONSTRUCTION ACTIVITIES. PARCEL 1B: A PERMANENT NONEXCLUSIVE EASEMENT IN GROSS AND APPURTENANT TO PARCEL 1, DESCRIBED ABOVE, (THE "BENEFITTED PARCEL") OVER THAT PORTION OF PARCEL 1 IDENTIFIED IN EASEMENT NOTE 3, SET FORTH AND SHOWN ON PARCEL MAP NO. 90-361, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, RECORDED IN BOOK 270, PAGES 15 TO 18 INCLUSIVE, OF PARCEL MAPS, RECORDS OF SAID COUNTY (THE "SERVICE ACCESS EASEMENT AREA") FOR THE PURPOSE OF VEHICULAR AND PEDESTRIAN ACCESS, INGRESS AND EGRESS AND CONSTRUCTION, REPLACEMENT AND MAINTENANCE OF DRIVEWAYS, CURBS, CURB CUTS, ENTRYWAYS, LIGHT STANDARDS, TRAFFIC SIGNS, SIDEWALKS, LANDSCAPING, IRRIGATION, MONUMENTATION, DIRECTIONAL AND OTHER ROADWAY SIGNS AND LIKE IMPROVEMENTS WITHIN SUCH SERVICE ACCESS EASEMENT AREA. GRANTEE SHALL PAY FOR ALL COSTS AND EXPENSES TO IMPROVE THE SERVICE ACCESS EASEMENT AREA AND TO MAINTAIN THE SERVICE ACCESS EASEMENT AREA PRIOR TO THE TIME THE OWNER OF PARCEL 3 OF PARCEL MAP NO. 90-361 ("BURDENED PARCEL 3") OBTAINS A CERTIFICATE OF OCCUPANCY FOR PERMANENT BUILDING IMPROVEMENTS TO BE CONSTRUCTED ON SUCH BURDENED PARCEL 3. UPON OBTAINING A CERTIFICATE OF OCCUPANCY FOR IMPROVEMENTS CONSTRUCTED ON THE BURDENED PARCEL 3, THE OWNER OF THE BURDENED PARCEL 3 AND THE OWNER OF THE BENEFITTED PARCEL SHALL EACH CONTRIBUTE TO FIFTY PERCENT (50%) OF THE COSTS AND EXPENSES OF Exhibit A-2 DOCSOC/ 1527383/022025-0040 NG-U9ZQ VMF2/4824-7593 -8755 v2/022459-0014 MAINTENANCE, REPAIR AND RESTORATION OF ALL IMPROVEMENTS LOCATED ON THE SERVICE ACCESS EASEMENT AREA WHICH ARISE SUBSEQUENT TO THE ISSUANCE OF SUCH CERTIFICATE OF OCCUPANCY. GRANTOR HEREBY RESERVES THE RIGHT, FOR THE BENEFIT OF THE OWNER OF THE BURDENED PARCEL 3 TO REDESIGN, REMOVE, RECONSTRUCT AND IMPROVE THE DRIVEWAYS, CURB CUTS, CURBS, ENTRYWAYS, LIGHT STANDARDS, TRAFFIC SIGNS, SIDEWALKS, PERMANENT WALLS AND FENCES, LANDSCAPING, IRRIGATION, MONUMENT, DIRECTIONAL AND OTHER ROADWAY SIGNS AND LIKE IMPROVEMENTS LOCATED WITHIN THE SERVICE ACCESS EASEMENT AREA IN CONNECTION WITH IMPROVEMENT OR RECONSTRUCTION OF PERMANENT BUILDINGS LOCATED ON THE BURDENED PARCEL 3; PROVIDED, HOWEVER, THAT THE OWNER OF THE BURDENED PARCEL 3 SHALL PROVIDE REASONABLE ALTERNATIVE ACCESS TO THE BENEFITTED PARCEL AT ALL TIMES DURING CONSTRUCTION OF SUCH REDESIGNED OR UPGRADED IMPROVEMENTS. THE OWNER OF THE BURDENED PARCEL 3 SHALL REPAIR ALL DAMAGE CAUSED TO IMPROVEMENTS LOCATED WITHIN THE PRINCIPAL EASEMENT AREA BY CONSTRUCTION ACTIVITIES. PARCEL 2: (APN: 442-014-25) THE NORTHWESTERLY ONE-HALF OF PARCEL 2, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON PARCEL MAP NO. 90- 361, FILED IN BOOK 270, PAGES 15 TO 18 INCLUSIVE, OF PARCEL MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA. EXCEPTING THEREFROM ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES, WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED BY THE IRVINE -COMPANY IN THE DEED RECORDED MAY 8, 1992, AS INSTRUMENT NO. 92-304759, OF OFFICIAL RECORDS. PARCEL 2A: A PERMANENT NONEXCLUSIVE EASEMENT IN GROSS AND APPURTENANT TO PARCEL 1, DESCRIBED ABOVE, (THE "BENEFITTED PARCEL") OVER THAT PORTION OF PARCEL 1 IDENTIFIED IN EASEMENT NOTE 3, SET FORTH AND SHOWN ON PARCEL MAP NO. 90-361, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, RECORDED IN BOOK 270, PAGES 15 TO 18 INCLUSIVE, OF PARCEL MAPS, RECORDS OF SAID COUNTY (THE "PRINCIPAL ACCESS EASEMENT AREA") FOR THE Exhibit A-3 DOCSOC/ 1527383/022025-0040 NG-U9ZQ V MF2/4824-7593 -8755 v2/022459-0014 PURPOSE OF VEHICULAR AND PEDESTRIAN ACCESS, INGRESS AND EGRESS AND CONSTRUCTION, REPLACEMENT AND MAINTENANCE OF DRIVEWAYS, CURBS, CURB CUTS, ENTRYWAYS, LIGHT STANDARDS, TRAFFIC SIGNS, SIDEWALKS, LANDSCAPING, IRRIGATION, MONUMENTATION, DIRECTIONAL AND OTHER ROADWAY SIGNS AND LIKE IMPROVEMENTS WITHIN SUCH PRINCIPAL ACCESS EASEMENT AREA. GRANTEE SHALL PAY FOR ALL COSTS AND EXPENSES TO IMPROVE THE PRINCIPAL ACCESS EASEMENT AREA AND TO MAINTAIN THE PRINCIPAL ACCESS EASEMENT AREA PRIOR TO THE TIME THE OWNER OF PARCEL 1 OF PARCEL MAP NO. 90-361 ("BURDENED PARCEL I") OBTAINS A CERTIFICATE OF OCCUPANCY FOR PERMANENT BUILDING IMPROVEMENTS TO BE CONSTRUCTED ON SUCH BURDENED PARCEL 1. UPON OBTAINING A CERTIFICATE OF OCCUPANCY FOR IMPROVEMENTS CONSTRUCTED ON THE BURDENED PARCEL 1, THE OWNER OF THE BURDENED PARCEL 1 AND THE OWNER OF THE BENEFITTED PARCEL SHALL EACH CONTRIBUTE TO FIFTY PERCENT (50%) OF THE COSTS AND EXPENSES OF MAINTENANCE, REPAIR AND RESTORATION OF ALL IMPROVEMENTS LOCATED ON THE PRINCIPAL ACCESS EASEMENT AREA WHICH ARISE SUBSEQUENT TO THE ISSUANCE OF SUCH CERTIFICATE OF OCCUPANCY. GRANTOR HEREBY RESERVES THE RIGHT, FOR THE BENEFIT OF THE OWNER OF THE BURDENED PARCEL 1 TO REDESIGN, REMOVE, RECONSTRUCT AND IMPROVE THE DRIVEWAYS, CURB CUTS, CURBS, ENTRYWAYS, LIGHT STANDARDS, TRAFFIC SIGNS, SIDEWALKS, PERMANENT WALLS AND FENCES, LANDSCAPING, IRRIGATION, MONUMENT, DIRECTIONAL AND OTHER ROADWAY SIGNS AND LIKE IMPROVEMENTS LOCATED WITHIN THE PRINCIPAL ACCESS EASEMENT AREA IN CONNECTION WITH IMPROVEMENT OR RECONSTRUCTION OF PERMANENT BUILDINGS LOCATED ON THE BURDENED PARCEL 1; PROVIDED, HOWEVER, THAT THE OWNER OF THE BURDENED PARCEL 1 SHALL PROVIDE REASONABLE ALTERNATIVE ACCESS TO THE BENEFITTED PARCEL AT ALL TIMES DURING CONSTRUCTION OF SUCH REDESIGNED OR UPGRADED IMPROVEMENTS. THE OWNER OF THE BURDENED PARCEL 1 SHALL REPAIR ALL DAMAGE CAUSED TO IMPROVEMENTS LOCATED WITHIN THE PRINCIPAL EASEMENT AREA BY CONSTRUCTION ACTIVITIES. PARCEL 2B: A PERMANENT NONEXCLUSIVE EASEMENT IN GROSS AND APPURTENANT TO PARCEL 1, DESCRIBED ABOVE, (THE "BENEFITTED PARCEL") OVER THAT PORTION OF PARCEL 1 IDENTIFIED IN EASEMENT NOTE 3, SET FORTH AND SHOWN ON PARCEL MAP NO. 90-361, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, RECORDED IN BOOK 270, PAGES 15 TO 18 INCLUSIVE, OF PARCEL MAPS, RECORDS OF SAID COUNTY (THE "SERVICE ACCESS EASEMENT AREA") FOR THE PURPOSE OF VEHICULAR AND PEDESTRIAN ACCESS, INGRESS AND EGRESS AND CONSTRUCTION, REPLACEMENT AND MAINTENANCE OF DRIVEWAYS, CURBS, CURB CUTS, ENTRYWAYS, LIGHT STANDARDS, TRAFFIC SIGNS, SIDEWALKS, LANDSCAPING, IRRIGATION, MONUMENTATION, DIRECTIONAL AND OTHER ROADWAY SIGNS AND LIKE IMPROVEMENTS WITHIN SUCH SERVICE ACCESS EASEMENT AREA. GRANTEE SHALL PAY FOR ALL COSTS AND EXPENSES TO IMPROVE THE SERVICE ACCESS EASEMENT AREA AND TO MAINTAIN THE SERVICE ACCESS EASEMENT AREA PRIOR TO THE TIME THE OWNER OF PARCEL 3 OF PARCEL MAP NO. 90-361 (`BURDENED PARCEL 3") OBTAINS A CERTIFICATE OF OCCUPANCY FOR PERMANENT BUILDING IMPROVEMENTS TO BE CONSTRUCTED ON SUCH Exhibit A-4 DOC SOC/ 15273 83/022025-0040 NG-U9ZQV MF2/4824-7593-8755v2/022459-0014 BURDENED PARCEL 3. UPON OBTAINING A CERTIFICATE OF OCCUPANCY FOR IMPROVEMENTS CONSTRUCTED ON THE BURDENED PARCEL 3, THE OWNER OF THE BURDENED PARCEL 3 AND THE OWNER OF THE BENEFITTED PARCEL SHALL EACH CONTRIBUTE TO FIFTY PERCENT (50%) OF THE COSTS AND EXPENSES OF MAINTENANCE, REPAIR AND RESTORATION OF ALL IMPROVEMENTS LOCATED ON THE SERVICE ACCESS EASEMENT AREA WHICH ARISE SUBSEQUENT TO THE ISSUANCE OF SUCH CERTIFICATE OF OCCUPANCY. GRANTOR HEREBY RESERVES THE RIGHT, FOR THE BENEFIT OF THE OWNER OF THE BURDENED PARCEL 3 TO REDESIGN, REMOVE, RECONSTRUCT AND IMPROVE THE DRIVEWAYS, CURB CUTS, CURBS, ENTRYWAYS, LIGHT STANDARDS, TRAFFIC SIGNS, SIDEWALKS, PERMANENT WALLS AND FENCES, LANDSCAPING, IRRIGATION, MONUMENT, DIRECTIONAL AND OTHER ROADWAY SIGNS AND LIKE IMPROVEMENTS LOCATED WITHIN THE SERVICE ACCESS EASEMENT AREA IN CONNECTION WITH IMPROVEMENT OR RECONSTRUCTION OF PERMANENT BUILDINGS LOCATED ON THE BURDENED PARCEL 3; PROVIDED, HOWEVER, THAT THE OWNER OF THE BURDENED PARCEL 3 SHALL PROVIDE REASONABLE ALTERNATIVE ACCESS TO THE BENEFITTED PARCEL AT ALL TIMES DURING CONSTRUCTION OF SUCH REDESIGNED OR UPGRADED IMPROVEMENTS. THE OWNER OF THE BURDENED PARCEL 3 SHALL REPAIR ALL DAMAGE CAUSED TO IMPROVEMENTS LOCATED WITHIN THE PRINCIPAL EASEMENT AREA BY CONSTRUCTION ACTIVITIES. Civic Center (1100 and 1300 Avocado): THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF NEWPORT BEACH COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL 3 OF PARCEL MAP 90-361, IN THE CITY OF NEWPORT BEACH, AS PER MAP RECORDED IN BOOK 270, PAGE(S) 15 THROUGH 18, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, CALIFORNIA. APN: 442-014-27 Civic Center (1450 Avocado): THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: THAT PORTION OF PARCEL MAP NO. 88-163, AS SHOWN ON A MAP FILED IN BOOK 253, PAGES 34 AND 35 OF PARCEL MAPS, IN THE OFFICE OF THE COUNT RECORDER OF ORANGE COUNTY, CALIFORNIA, SHOWN AS "REMAINING PARCEL". EXCEPTING THEREFROM, ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOW, GEOTHERMAL STEAM, ANY OTHER MATERIAL RESOURCES AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE PROPERTY, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING Exhibit A-5 DOCSOC/ 1527383/022025-0040 NG -U 9ZQ V M F2/4824-7593 -8 75 5 v2/022459-0014 THE SAME FROM THE PROPERTY OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OUTSIDE THE PROPERTY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE PROPERTY AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; BUT WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE OR OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE PROPERTY. ALSO EXCEPTING THEREFROM, ANY AND ALL WATER, WATER RIGHTS, OR INTEREST THEREIN APPURTENANT TO, UNDERLYING OR RELATING TO THE PROPERTY, OR OWNED OR USED BY GRANTOR IN CONNECTION WITH THE PROPERTY OR FOR ANY BENEFICIAL USE, NO MATTER HOW ACQUIRED BY GRANTOR, AND INCLUDING BUT NOT LIMITED TO THE RIGHTS THAT ARE RIPARIAN, OVERLYING, APPROPRIATIVE, PRESCRIPTIVE, PERCOLATING, LITTORAL, ADJUDICATED, STATUTORY OR CONTRACTUAL, BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE PROPERTY IN THE EXERCISE OF SUCH RESERVED RIGHTS, AS RESERVED IN GRANT DEED RECORDED OCTOBER 17, 2008, AS INSTRUMENT NO. 2008000480500, OF OFFICIAL RECORDS. APN: 442-014-24 [END] Exhibit A-6 DOCSOC/ 1527383/022025-0040 NG-U9ZQ VMF2/4824-7593-8755v2/022459-0014 EXHIBIT B LEGAL DESCRIPTION OF THE RELEASED LEASED PREMISES Newport Coast Community Center: THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: A PORTION OF PARCEL 1 OF LOT LINE ADJUSTMENT 94-006, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, RECORDED MARCH 22, 1994, AS INSTRUMENT NUMBER 94-0202108 OF OFFICIAL RECORDS, ORANGE COUNTY RECORDERS OFFICE, STATE OF CALIFORNIA, BEING MORE PRACTICALLY DESCRIBED AS FOLLOWS: COMMENCING AT THE CENTERLINE INTERSECTION OF NEWPORT COAST DRIVE AND SAN JOAQUIN HILLS ROAD AS SHOWN ON SAID TRACT MAP; THENCE NORTH 84° 27' 16" WEST ALONG SAID CENTERLINE OF SAN JOAQUIN HILLS ROAD A DISTANCE OF 441.70 FEET; THENCE LEAVING SAID CENTERLINE NORTH 05° 32' 44" EAST A DISTANCE OF 61.49 FEET TO THE NORTHERLY RIGHT OF WAY LINE OF LAST SAID ROAD, SAID POINT ALSO BEING THE TRUE POINT OF BEGINNING; THENCE NORTH 05° 32' 44" EAST A DISTANCE OF 345.01 FEET TO A POINT ON A NON -TANGENT CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 142.54 FEET TO WHICH A RADIAL LINE BEARS SOUTH 480 54' 51" WEST; THENCE CONTINUING ALONG THE NORTHERLY LINE OF SAID LOT LINE ADJUSTMENT THE FOLLOWING MULTIPLE COURSES; THENCE SOUTHEASTERLY ALONG SAID NON -TANGENT CURVE THROUGH A CENTRAL ANGLE OF 370 02' 25" AN ARC LENGTH OF 92.15 FEET; THENCE SOUTH 78° 07' 34" EAST A DISTANCE OF 36.87 FEET; THENCE NORTH 74° 03' 52" EAST A DISTANCE OF 79.69 FEET; THENCE NORTH 640 42' 53" EAST A DISTANCE OF 58.38 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 50.00 FEET; THENCE EASTERLY ALONG SAID TANGENT CURVE THROUGH A CENTRAL ANGLE OF 250 58' 33" AN ARC LENGTH OF 22.67 FEET; THENCE SOUTH 89° 18' 34" EAST A DISTANCE OF 123.01 FEET; THENCE NORTH 770 16' 30" EAST A DISTANCE OF 18.90 FEET TO WESTERLY RIGHT OF WAY LINE OF SAID NEWPORT COAST DRIVE AND THE BEGINNING OF A NON -TANGENT CURVE CONCAVE WESTERLY HAVING A RADIUS OF 2291.00 FEET TO WHICH A RADIAL LINE BEARS SOUTH 850 40' 34" EAST; THENCE CONTINUING ALONG LAST SAID WESTERLY RIGHT OF WAY LINE THE FOLLOWING MULTIPLE COURSES; THENCE SOUTHERLY ALONG SAID NON -TANGENT CURVE THROUGH A CENTRAL ANGLE OF 03° 11' 42" AN ARC LENGTH OF 127.75 FEET TO THE BEGINNING OF A COMPOUND CURVE CONCAVE WESTERLY HAVING A RADIUS OF 201.00 FEET; THENCE SOUTHERLY ALONG SAID TANGENT CURVE THROUGH A CENTRAL ANGLE OF 80 19' 02" AN ARC LENGTH OF 29.18 FEET; THENCE SOUTH 150 50' 10" WEST A DISTANCE OF 30.62 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE EASTERLY HAVING A RADIUS OF 219.00 FEET; THENCE SOUTHERLY ALONG SAID TANGENT CURVE THROUGH A CENTRAL ANGLE OF 070 34' 07" AN ARC LENGTH OF 28.93 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE WESTERLY HAVING A RADIUS OF 2929.50 FEET TO WHICH A RADIAL LINE BEARS SOUTH 810 23' 57" EAST; THENCE SOUTHERLY ALONG SAID REVERSE CURVE THROUGH A CENTRAL Exhibit B-1 DOCSOC/ 1527383/022025-0040 NG-U9ZQV MF2/4824-7593-8755v2/022459-0014 ANGLE OF 20 09' 07" AND ARC LENGTH OF 110.03 FEET; THENCE SOUTH 79° 14' 50" EAST A DISTANCE OF 4.00 FEET TO THE BEGINNING OF A NON -TANGENT CURVE CONCAVE WESTERLY HAVING A RADIUS OF 2925.50 FEET TO WHICH A RADIAL LINE BEARS SOUTH 790 14' 50" EAST; THENCE SOUTHERLY ALONG SAID NON -TANGENT CURVE THROUGH A CENTRAL ANGLE OF 00 34' 09" AN ARC LENGTH OF 29.06 FEET TO AN ANGLE POINT ON SAID WESTERLY RIGHT OF WAY LINE; THENCE LEAVING SAID RIGHT OF WAY LINE SOUTH 480 11' 54" WEST A DISTANCE OF 29.57 FEET TO A POINT ON SAID NORTHERLY RIGHT OF WAY LINE OF SAN JOAQUIN HILLS ROAD; THENCE CONTINUING ALONG LAST SAID RIGHT OF WAY LINE SOUTH 890 52' 33" WEST A DISTANCE OF 51.85 FEET; THENCE CONTINUING ALONG LAST SAID RIGHT OF WAY LINE NORTH 850 17' 57" WEST A DISTANCE OF 305.86 FEET TO THE TRUE POINT OF BEGINNING. EXCEPTING THEREFROM, ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM ARID ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE PROPERTY, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING, AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE PROPERTY OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM OTHER LANDS OTHER THAN THE PROPERTY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE PROPERTY AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; BUT WITHOUT THE RIGHT TO ENTER UPON OR USE THE SURFACE OF THE PROPERLY TO DRILL, MINE, STORE, EXPLORE, OR OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE PROPERTY. ALSO EXCEPTING THEREFROM, FOR USE OF SURFACE OR SUBSURFACE WATER BY THE COUNTY FOR LOCAL PARK PURPOSES ON THE PROPERTY, ANY AND ALL WATER, SOLAR -HEATED WATER, RECLAIMED RIGHTS, WHETHER SURFACE OR SUBSURFACE, APPURTENANT OR RELATING TO THE PROPERTY, OR OWNED OR USED BY OFFEROR IN CONNECTION WITH THE PROPERTY TOGETHER WITH THE RIGHT TO EXPLORE, DRILL, REDRILL AND REMOVE SUCH WATER FROM THE PROPERTY, TO STORE SUCH WATER IN THE GROUND -WATER BASIN UNDERLYING THE PROPERTY BY PERCOLATING, SPREADING, OR INJECTING WATER INTO SUCH BASIN FROM LOCATIONS ON LANDS LYING OUTSIDE OF THE PROPERTY, AND TO DIVERT OR OTHERWISE UTILIZE SUCH WATER, RIGHTS, OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY OFFEROR, BUT WITHOUT THE RIGHT TO ENTER UPON OR USE THE SURFACE OF THE PROPERTY IN THE EXERCISE OF SUCH RIGHT, AS RESERVED BY THE IRVINE COMPANY, A MICHIGAN CORPORATION, IN IRREVOCABLE OFFER OF DEDICATION, RECORDED APRIL 8, 1993, AS INSTRUMENT NO. 93-0234810, AND IN GRANT DEED RECORDED JANUARY 2, 1997, AS INSTRUMENT NO. 19970000564, BOTH OF OFFICIAL RECORDS. Mariner's Library: Exhibit B-2 DOCSOC/ 1527383/022025-0040 NG-U9ZQ VMF2/4824-7593-8755v2/022459-0014 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL A: A PARCEL OF LAND CONTAINING 9.019 ACRES AND BEING A PORTION OF BLOOK 53, AS SHOWN UPON A MAP OF IRVINE'S SUBDIVISION RECORDED IN MISCELLANEOUS MAPS, BOOK 1, PAGE 88, RECORDS OF ORANGE COUNTY, CALIFORNIA, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS, TO -WIT: BEGINNING AT THE INTERSECTION OF A LINE LYING SOUTHWESTERLY OF, PARALLEL TO, AND DISTANT 17 FEET FROM THE SOUTHEASTERLY PROLONGATION OF THE CENTER LINE OF 19TH STREET AS SHOWN UPON A MAP OF NEWPORT HEIGHTS, RECORDED IN MISCELLANEOUS MAP BOOK 4, PAGE 83, RECORDS OF ORANGE COUNTY, SAID LINE ALSO BEING THE NORTHWESTERLY PROLONGATION OF THE SOUTHWESTERLY LINE OF THE ORANGE COUNTY FLOOD CONTROL CHANNEL, AS CONVEYED TO THE COUNTY OF ORANGE BY DEED RECORDED APRIL 7, 1954, IN BOOK 2705, PAGE 539, OFFICIAL RECORDS OF SAID ORANGE COUNTY, AND A LINE LYING SOUTHEASTERLY OF, PARALLEL TO, AND DISTANT 30 FEET FROM THE NORTHWESTERLY LINE OF SAID BLOCK 53; THENCE SOUTH 50° 11' 30" EAST ALONG SAID NORTHWESTERLY PROLONGATION AND ALONG SAID SOUTHWESTERLY LINE OF SAID FLOOD CONTROL CHANNEL A DISTANCE OF 277 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE TO THE SOUTHWEST AND HAVING A RADIUS OF 868 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE AND SAID SOUTHWESTERLY LINE OF THE FLOOD CONTROL CHANNEL A DISTANCE OF 713.99 FEET; THENCE SOUTH 30 03' 42" EAST, TANGENT TO LAST MENTIONED CURVE, AND ALONG SAID SOUTHWESTERLY LINE OF THE FLOOD CONTROL CHANNEL A DISTANCE OF 58 FEET; THENCE SOUTH 160 55' 29" EAST ALONG SAID SOUTHWESTERLY LINE OF THE FLOOD CONTROL CHANNEL A DISTANCE OF 10.46 FEET; THENCE SOUTH 86° 56' 18" WEST A DISTANCE OF 106.72 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE TO THE SOUTHEAST AND HAVING A RADIUS OF 710 FEET; SAID LINE ALSO BEING THE SOUTHWESTERLY PROLONGATION OF THE CENTER LINE OF MARINERS DRIVE, 60 FEET IN WIDTH, AS SHOWN UPON A MAP OF TRACT NO. 3004, RECORDED IN MISCELLANEOUS MAP BOOK 92, PAGES 1 AND 2, RECORDS OF SAID ORANGE COUNTY; THENCE WESTERLY ALONG SAID CURVE A DISTANCE OF 152.14 FEET; THENCE NORTH 150 20' 20" WEST, RADIAL TO LAST MENTIONED CURVE, A DISTANCE OF 30 FEET; THENCE NORTH 500 11' 05" WEST A DISTANCE OF 758.99 FEET TO A POINT OF INTERSECTION WITH THE AFOREMENTIONED PARALLEL LINE LYING SOUTHEASTERLY OF, PARALLEL TO, AND DISTANT 30 FEET FROM THE NORTHWESTERLY LINE OF SAID BLOCK 53; THENCE NORTH 390 48' 55" EAST ALONG SAID PARALLEL LINE A DISTANCE OF 495.70 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM, THAT PORTION OF THE LAND CONVEYED TO NEWPORT - MESA UNIFIED SCHOOL DISTRICT IN QUITCLAIM DEED RECORDED JANUARY 14, 2003 AS INSTRUMENT NO. 2003000045873, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWESTERLY TERMINUS OF THAT CERTAIN COURSE DESCRIBED IN DEED TO THE CITY OF NEWPORT BEACH HAVING A BEARING AND Exhibit B-3 DOCSOC/ 1527383/022025-0040 NG-U9ZQV MF2/4824-7593 -8755 v2/022459-0014 DISTANCE OF N 15020'20" W 30.00 FEET, SAID NORTHWESTERLY TERMINUS BEING THE INTERSECTION OF THE SOUTHWESTERLY LINE OF SAID CERTAIN PARCEL OF LAND DEEDED TO THE CITY OF NEWPORT BEACH AND THE NORTHERLY LINE OF MARINERS DRIVE, 60.00 FEET WIDE, AS SHOWN ON MAP OF TRACT NO. 1896 FILED IN BOOK 114, PAGE 43 THROUGH 45 INCLUSIVE OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE ALONG SAID SOUTHWESTERLY LINE N 50011'06" W 498.00 FEET; THENCE N 39°48'55" E 38.00 FEET; THENCE S 50°11'05" E 526.60 FEET TO A POINT IN SAID NORTHERLY LINE OF MARINERS DRIVE, SAID NORTHERLY LINE BEING A CURVE CONCAVE SOUTHERLY AND HAVING A RADIUS OF 740.00 FEET, A RADIAL TO SAID POINT BEING N 11'49'06" W; THENCE WESTERLY ALONG SAID NORTHERLY LINE AND CURVE, THROUGH A CENTRAL ANGLE OF 03041'14", AN ARC LENGTH OF 47.62 FEET TO THE POINT OF BEGINNING. PARCEL B: A PORTION OF THAT CERTAIN PARCEL OF LAND IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, DESCRIBED IN DEED TO THE NEWPORT BEACH ELEMENTARY SCHOOL DISTRICT, FILED IN BOOK 3970, PAGE 3 OF OFFICIAL RECORDS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY AND SHOWN AS ASSESSOR'S PARCEL NO. 425-071-01 FILED IN BOOK 425, PAGE 7 OF ASSESSOR'S MAPS IN THE OFFICE OF THE COUNTY ASSESSOR OF SAID COUNTY, SAID PORTION MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWESTERLY TERMINUS OF THAT CERTAIN COURSE DESCRIBED IN SAID DEED TO THE NEWPORT BEACH ELEMENTARY SCHOOL DISTRICT HAVING A BEARING AND DISTANCE OF N 50011'05" W 758.99 FEET, SAID CERTAIN COURSE BEING THE NORTHEASTERLY LINE OF SAID CERTAIN PARCEL DEEDED TO THE NEWPORT BEACH ELEMENTARY SCHOOL DISTRICT; THENCE ALONG SAID NORTHEASTERLY LINE S 50011'05" E 50.00 FEET TO ITS INTERSECTION WITH THE SOUTHEASTERLY LINE OF IRVINE AVENUE AS DESCRIBED IN DEED TO THE CITY OF NEWPORT BEACH FILED IN BOOK 3978, PAGE 542 OF SAID OFFICIAL RECORDS, SAID INTERSECTION BEING THE TRUE POINT OF BEGINNING; THENCE CONTINUING ALONG SAID NORTHEASTERLY LINE S 50011'05" E 210.99 FEET; THENCE S 39°48'55" W 92.00 FEET; THENCE N 50°11'05" W 120.99 FEET; THENCE S 39048'55" W 10.00 FEET; THENCE N 50011'05" W 90.00 FEET TO SAID SOUTHEASTERLY LINE OF IRVINE AVENUE; THENCE ALONG SAID SOUTHEASTERLY LINE N 39048'55" E 102.00 FEET TO THE TRUE POINT OF BEGINNING. APN: 425-071-03 Fire Station 7 (Santa Ana Heights): THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: LOTS 57 THROUGH 60 AND THE SOUTHWESTERLY 66 FEET OF LOT 56, TRACT NO. 706, PER MAP RECORDED IN BOOK 21, PAGES 25 OF MAPS, IN THE OFFICE OF THE COUNTY Exhibit B-4 DOCSOC/ 1527383/022025-0040 N G-U9ZQ V MF2/4824-75 93 -875 5 v2/02245 9-0014 RECORDER, COUNTY OF ORANGE, CALIFORNIA. APN: 439-391-29 Oasis Senior Center: PARCEL 1 OF PARCEL MAP NO. 2008-161, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 367, PAGES 26, 27 AND 28 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER THE ABOVE DESCRIBED PROPERTY, TOGETHER WITH THE RIGHT TO EXPLORE FOR, DEVELOP, EXTRACT AND REMOVE THE SAME THEREFROM BY SLANT DRILLING OR OTHER LIKE METHODS, WITH DERRICKS OR DRILL RIGS LOCATED OUTSIDE OF THE BOUNDARIES OF SAID PROPERTY, AS RESERVED BY THE IRVINE COMPANY IN THE DEED RECORDED MAY 5, 1959, IN BOOK 4698, PAGE 478, OF OFFICIAL RECORDS. ALSO EXCEPTING ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE PARCEL OF LAND HEREINABOVE DESCRIBED, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING, AND OPERATING THEREFOR, AND STORING IN AND REMOVING THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE HEREINABOVE DESCRIBED, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES, WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE, AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, AS RESERVED BY THE IRVINE COMPANY, IN THE DEED RECORDED APRIL 29, 1986, AS INSTRUMENT NO. 86-170658, OF OFFICIAL RECORDS. APN: 458-651-02, 458-651-11, 458-651-13 Fire Station 3/Police Station (Newport Center): THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL 1 OF PARCEL MAP, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 55, PAGE 31 OF PARCEL MAPS, IN Exhibit B-5 DOCSOC/ 1527383/022025-0040 NG-U9ZQV MF2/4824-7593 -8755 v2/022459-0014 THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM ALL OIL, GAS, PETROLEUM AND OTHER HYDROCARBON SUBSTANCES AND CONVENIENT RIGHT TO EXPLORE AND EXTRACT AND TAKE ON AND AT LEVELS BELOW THE DEPTH OF 500 FEET FROM THE SURFACE OF SAID LAND BY MEANS OF WELLS, DERRICK OF OTHER EQUIPMENT FROM THE SURFACE LOCATIONS AS RESERVED BY THE IRVINE COMPANY, IN DEED RECORDED JULY 28, 1970 IN BOOK 9357, PAGE 805 AND FEBRUARY 1, 1973, IN BOOK 10538, PAGE 27 OF OFFICIAL RECORDS. APN: 442-261-07, 08 AND 09 Fire Station 4 (Balboa Island): THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL 1 OF PARCEL MAP 92-139, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP FIILED IN BOOK 314, PAGES 36 AND 37 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. APN: 050-173-01 [END] Exhibit B-6 DOCSOC/ 1527383/022025-0040 NG-U9ZQV MF2/4824-7593-8755v2/022459-0014 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. 31AIL UP U LIPUKN1A COUNTY OF ORANGE On , before me, , Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose names(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 OF NOTARY PUBLIC NG-U9ZQ VMF2/4824-7593-8755v2/022459-0014 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. o i A i n Or C Lir ORIN iA COUNTY OF ORANGE On , before me, , Notary Public, personally appeared 'who proved to me on the basis of satisfactory evidence to be the person(s) whose names(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 OF NOTARY PUBLIC NG-U9ZQV MF2/4824-7593-8755v2/022459-0014 EXHIBIT B LEASE SUPPLEMENT NO. 1 [Document follows] LEASE SUPPLEMENT NO. 1 TO LEASE/PURCHASE AGREEMENT THIS LEASE SUPPLEMENT NO. 1 TO LEASE/PURCHASE AGREEMENT (this "Lease Supplement") is made and entered into as of August 1, 2020, by and between the NEWPORT BEACH PUBLIC FACILITIES CORPORATION, a 501(c)(4) nonprofit public benefit corporation duly organized and existing under the laws of the State of California, as lessor (the "Corporation"), and the CITY OF NEWPORT BEACH, a chartered city duly organized and existing under the Constitution and laws of said State, as lessee (the "City"). RECITALS A. The Corporation and the City have entered into that certain Lease/Purchase Agreement, dated as of November 1, 2010 (the "Lease"), a memorandum of which was recorded on November 29, 2010 as instrument number 2010000635817 in the Official Records of Orange County, securing $20,085,000 Certificates of Participation 2010A (Tax Exempt) (Civic Center Project/Central Library Refunding) and $106,575,000 Certificates of Participation 2010B (Federally Taxable Build America Bonds) (Civic Center Project). B. As of the date of this Lease Supplement, the City and Corporation hereby desire to supplement the Lease as set forth below. NOW, THEREFORE, the Corporation and the City agree as follows: 1. Release. The Leased Premises listed on Exhibit B of the Lease are hereby replaced in their entirety with the Leased Premises listed on Exhibit 1 attached hereto (the "Remaining Leased Premises"). The real property listed on Exhibit 2 attached hereto (the "Released Leased Premises") is hereby released from the encumbrance of the Lease, and all interests previously granted in the Released Leased Premises pursuant to the terms of the Lease are hereby terminated. 2. Certifications of the City. The City hereby certifies that: (i) the Remaining Leased Premises will be used by the City for authorized public purposes and can be leased under the provisions of the Lease and the Government Code; (ii) the Remaining Leased Premises are currently owned by the City; (iii) the Remaining Leased Premises are essential to the City; and (iv) the Remaining Leased Premises are free and clear of all liens or claims of others, except for the lien of the Permitted Encumbrances referred to in the Lease. 3. No Other Changes. Except as expressly provided to the contrary in this Lease Supplement, the terms of the Lease shall remain in full force and effect as written. All terms used herein and not defined herein but defined in the Lease shall have the meaning given to such terms in the Lease. 4839-9604-7299v2/022459-0014 IN WITNESS WHEREOF, the parties have executed this Lease Supplement No. 1 to Lease/Purchase Agreement as of the date first set forth above. NEWPORT BEACH PUBLIC FACILITIES CORPORATION, as Lessor By: Its: Attest: Secretary Chief Financial Officer CITY OF NEWPORT BEACH, as Lessee Grace K. Leung, City Manager Attest: Leilani I. Brown, City Clerk APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY: By:"Harp, ff AaAttorney 2 4839-9604-7299v2/022459-0014 EXHIBIT 1 DESCRIPTION OF REMAINING LEASED PREMISES Central Library: THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL 1: (APN: 442-014-26) THE SOUTHWESTERLY ONE-HALF OF PARCEL 2, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON PARCEL MAP NO. 90- 361, FILED IN BOOK 270, PAGES 15 TO 18 INCLUSIVE, OF PARCEL MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA. EXCEPTING THEREFROM ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES, WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED BY THE IRVINE -COMPANY IN THE DEED RECORDED MAY 8, 1992, AS INSTRUMENT NO. 92-304758, OF OFFICIAL RECORDS. PARCEL 1 A: A PERMANENT NONEXCLUSIVE EASEMENT IN GROSS AND APPURTENANT TO PARCEL 1, DESCRIBED ABOVE, (THE "BENEFITTED PARCEL") OVER THAT PORTION OF PARCEL 1 IDENTIFIED IN EASEMENT NOTE 3, SET FORTH AND SHOWN ON PARCEL MAP NO. 90-361, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, RECORDED IN BOOK 270, PAGES 15 TO 18 INCLUSIVE, OF PARCEL MAPS, RECORDS OF SAID COUNTY (THE "PRINCIPAL ACCESS EASEMENT AREA") FOR THE PURPOSE OF VEHICULAR AND PEDESTRIAN ACCESS, INGRESS AND EGRESS AND CONSTRUCTION, REPLACEMENT AND MAINTENANCE OF DRIVEWAYS, CURBS, CURB CUTS, ENTRYWAYS, LIGHT STANDARDS, TRAFFIC SIGNS, SIDEWALKS, LANDSCAPING, IRRIGATION, MONUMENTATION, DIRECTIONAL AND OTHER ROADWAY SIGNS AND LIKE IMPROVEMENTS WITHIN SUCH PRINCIPAL ACCESS EASEMENT AREA. GRANTEE SHALL PAY FOR ALL COSTS AND EXPENSES TO IMPROVE THE PRINCIPAL ACCESS EASEMENT AREA AND TO MAINTAIN THE Exhibit 1-1 4839-9604-7299v2/022459-0014 PRINCIPAL ACCESS EASEMENT AREA PRIOR TO THE TIME THE OWNER OF PARCEL 1 OF PARCEL MAP NO. 90-361 (`BURDENED PARCEL I") OBTAINS A CERTIFICATE OF OCCUPANCY FOR PERMANENT BUILDING IMPROVEMENTS TO BE CONSTRUCTED ON SUCH BURDENED PARCEL 1. UPON OBTAINING A CERTIFICATE OF OCCUPANCY FOR IMPROVEMENTS CONSTRUCTED ON THE BURDENED PARCEL 1, THE OWNER OF THE BURDENED PARCEL 1 AND THE OWNER OF THE BENEFITTED PARCEL SHALL EACH CONTRIBUTE TO FIFTY PERCENT (50%) OF THE COSTS AND EXPENSES OF MAINTENANCE, REPAIR AND RESTORATION OF ALL IMPROVEMENTS LOCATED ON THE PRINCIPAL ACCESS EASEMENT AREA WHICH ARISE SUBSEQUENT TO THE ISSUANCE OF SUCH CERTIFICATE OF OCCUPANCY. GRANTOR HEREBY RESERVES THE RIGHT, FOR THE BENEFIT OF THE OWNER OF THE BURDENED PARCEL 1 TO REDESIGN, REMOVE, RECONSTRUCT AND IMPROVE THE DRIVEWAYS, CURB CUTS, CURBS, ENTRYWAYS, LIGHT STANDARDS, TRAFFIC SIGNS, SIDEWALKS, PERMANENT WALLS AND FENCES, LANDSCAPING, IRRIGATION, MONUMENT, DIRECTIONAL AND OTHER ROADWAY SIGNS AND LIKE IMPROVEMENTS LOCATED WITHIN THE PRINCIPAL ACCESS EASEMENT AREA IN CONNECTION WITH IMPROVEMENT OR RECONSTRUCTION OF PERMANENT BUILDINGS LOCATED ON THE BURDENED PARCEL 1; PROVIDED, HOWEVER, THAT THE OWNER OF THE BURDENED PARCEL 1 SHALL PROVIDE REASONABLE ALTERNATIVE ACCESS TO THE BENEFITTED PARCEL AT ALL TIMES DURING CONSTRUCTION OF SUCH REDESIGNED OR UPGRADED IMPROVEMENTS. THE OWNER OF THE BURDENED PARCEL 1 SHALL REPAIR ALL DAMAGE CAUSED TO IMPROVEMENTS LOCATED WITHIN THE PRINCIPAL EASEMENT AREA BY CONSTRUCTION ACTIVITIES. PARCEL 1B: A PERMANENT NONEXCLUSIVE EASEMENT IN GROSS AND APPURTENANT TO PARCEL 1, DESCRIBED ABOVE, (THE "BENEFITTED PARCEL") OVER THAT PORTION OF PARCEL 1 IDENTIFIED IN EASEMENT NOTE 3, SET FORTH AND SHOWN ON PARCEL MAP NO. 90-361, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, RECORDED IN BOOK 270, PAGES 15 TO 18 INCLUSIVE, OF PARCEL MAPS, RECORDS OF SAID COUNTY (THE "SERVICE ACCESS EASEMENT AREA") FOR THE PURPOSE OF VEHICULAR AND PEDESTRIAN ACCESS, INGRESS AND EGRESS AND CONSTRUCTION, REPLACEMENT AND MAINTENANCE OF DRIVEWAYS, CURBS, CURB CUTS, ENTRYWAYS, LIGHT STANDARDS, TRAFFIC SIGNS, SIDEWALKS, LANDSCAPING, IRRIGATION, MONUMENTATION, DIRECTIONAL AND OTHER ROADWAY SIGNS AND LIKE IMPROVEMENTS WITHIN SUCH SERVICE ACCESS EASEMENT AREA. GRANTEE SHALL PAY FOR ALL COSTS AND EXPENSES TO IMPROVE THE SERVICE ACCESS EASEMENT AREA AND TO MAINTAIN THE SERVICE ACCESS EASEMENT AREA PRIOR TO THE TIME THE OWNER OF PARCEL 3 OF PARCEL MAP NO. 90-361 (`BURDENED PARCEL 3") OBTAINS A CERTIFICATE OF OCCUPANCY FOR PERMANENT BUILDING IMPROVEMENTS TO BE CONSTRUCTED ON SUCH BURDENED PARCEL 3. UPON OBTAINING A CERTIFICATE OF OCCUPANCY FOR IMPROVEMENTS CONSTRUCTED ON THE BURDENED PARCEL 3, THE OWNER OF THE BURDENED PARCEL 3 AND THE OWNER OF THE BENEFITTED PARCEL SHALL EACH CONTRIBUTE TO FIFTY PERCENT (50%) OF THE COSTS AND EXPENSES OF MAINTENANCE, REPAIR AND RESTORATION OF ALL IMPROVEMENTS LOCATED ON THE SERVICE ACCESS EASEMENT AREA WHICH ARISE SUBSEQUENT TO THE ISSUANCE OF SUCH CERTIFICATE OF OCCUPANCY. GRANTOR HEREBY RESERVES Exhibit 1-2 4839-9604-7299v2/022459-0014 THE RIGHT, FOR THE BENEFIT OF THE OWNER OF THE BURDENED PARCEL 3 TO REDESIGN, REMOVE, RECONSTRUCT AND IMPROVE THE DRIVEWAYS, CURB CUTS, CURBS, ENTRYWAYS, LIGHT STANDARDS, TRAFFIC SIGNS, SIDEWALKS, PERMANENT WALLS AND FENCES, LANDSCAPING, IRRIGATION, MONUMENT, DIRECTIONAL AND OTHER ROADWAY SIGNS AND LIKE IMPROVEMENTS LOCATED WITHIN THE SERVICE ACCESS EASEMENT AREA IN CONNECTION WITH IMPROVEMENT OR RECONSTRUCTION OF PERMANENT BUILDINGS LOCATED ON THE BURDENED PARCEL 3; PROVIDED, HOWEVER, THAT THE OWNER OF THE BURDENED PARCEL 3 SHALL PROVIDE REASONABLE ALTERNATIVE ACCESS TO THE BENEFITTED PARCEL AT ALL TIMES DURING CONSTRUCTION OF SUCH REDESIGNED OR UPGRADED IMPROVEMENTS. THE OWNER OF THE BURDENED PARCEL 3 SHALL REPAIR ALL DAMAGE CAUSED TO IMPROVEMENTS LOCATED WITHIN THE PRINCIPAL EASEMENT AREA BY CONSTRUCTION ACTIVITIES. PARCEL 2: (APN: 442-014-25) THE NORTHWESTERLY ONE-HALF OF PARCEL 2, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON PARCEL MAP NO. 90- 361, FILED IN BOOK 270, PAGES 15 TO 18 INCLUSIVE, OF PARCEL MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA. EXCEPTING THEREFROM ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES, WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED BY THE IRVINE -COMPANY IN THE DEED RECORDED MAY 8, 1992, AS INSTRUMENT NO. 92-304759, OF OFFICIAL RECORDS. PARCEL 2A: A PERMANENT NONEXCLUSIVE EASEMENT IN GROSS AND APPURTENANT TO PARCEL 1, DESCRIBED ABOVE, (THE "BENEFITTED PARCEL") OVER THAT PORTION OF PARCEL 1 IDENTIFIED IN EASEMENT NOTE 3, SET FORTH AND SHOWN ON PARCEL MAP NO. 90-361, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, RECORDED IN BOOK 270, PAGES 15 TO 18 INCLUSIVE, OF PARCEL MAPS, RECORDS OF SAID COUNTY (THE "PRINCIPAL ACCESS EASEMENT AREA") FOR THE PURPOSE OF VEHICULAR AND PEDESTRIAN ACCESS, INGRESS AND EGRESS AND CONSTRUCTION, REPLACEMENT AND MAINTENANCE OF DRIVEWAYS, CURBS, CURB CUTS, ENTRYWAYS, LIGHT STANDARDS, TRAFFIC SIGNS, SIDEWALKS, Exhibit 1-3 4839-9604-7299v2/022459-0014 LANDSCAPING, IRRIGATION, MONUMENTATION, DIRECTIONAL AND OTHER ROADWAY SIGNS AND LIKE IMPROVEMENTS WITHIN SUCH PRINCIPAL ACCESS EASEMENT AREA. GRANTEE SHALL PAY FOR ALL COSTS AND EXPENSES TO IMPROVE THE PRINCIPAL ACCESS EASEMENT AREA AND TO MAINTAIN THE PRINCIPAL ACCESS EASEMENT AREA PRIOR TO THE TIME THE OWNER OF PARCEL 1 OF PARCEL MAP NO. 90-361 ("BURDENED PARCEL 1") OBTAINS A CERTIFICATE OF OCCUPANCY FOR PERMANENT BUILDING IMPROVEMENTS TO BE CONSTRUCTED ON SUCH BURDENED PARCEL 1. UPON OBTAINING A CERTIFICATE OF OCCUPANCY FOR IMPROVEMENTS CONSTRUCTED ON THE BURDENED PARCEL 1, THE OWNER OF THE BURDENED PARCEL 1 AND THE OWNER OF THE BENEFITTED PARCEL SHALL EACH CONTRIBUTE TO FIFTY PERCENT (50%) OF THE COSTS AND EXPENSES OF MAINTENANCE, REPAIR AND RESTORATION OF ALL IMPROVEMENTS LOCATED ON THE PRINCIPAL ACCESS EASEMENT AREA WHICH ARISE SUBSEQUENT TO THE ISSUANCE OF SUCH CERTIFICATE OF OCCUPANCY. GRANTOR HEREBY RESERVES THE RIGHT, FOR THE BENEFIT OF THE OWNER OF THE BURDENED PARCEL 1 TO REDESIGN, REMOVE, RECONSTRUCT AND IMPROVE THE DRIVEWAYS, CURB CUTS, CURBS, ENTRYWAYS, LIGHT STANDARDS, TRAFFIC SIGNS, SIDEWALKS, PERMANENT WALLS AND FENCES, LANDSCAPING, IRRIGATION, MONUMENT, DIRECTIONAL AND OTHER ROADWAY SIGNS AND LIKE IMPROVEMENTS LOCATED WITHIN THE PRINCIPAL ACCESS EASEMENT AREA IN CONNECTION WITH IMPROVEMENT OR RECONSTRUCTION OF PERMANENT BUILDINGS LOCATED ON THE BURDENED PARCEL l; PROVIDED, HOWEVER, THAT THE OWNER OF THE BURDENED PARCEL 1 SHALL PROVIDE REASONABLE ALTERNATIVE ACCESS TO THE BENEFITTED PARCEL AT ALL TIMES DURING CONSTRUCTION OF SUCH REDESIGNED OR UPGRADED IMPROVEMENTS. THE OWNER OF THE BURDENED PARCEL 1 SHALL REPAIR ALL DAMAGE CAUSED TO IMPROVEMENTS LOCATED WITHIN THE PRINCIPAL EASEMENT AREA BY CONSTRUCTION ACTIVITIES. PARCEL 2B: A PERMANENT NONEXCLUSIVE EASEMENT IN GROSS AND APPURTENANT TO PARCEL 1, DESCRIBED ABOVE, (THE "BENEFITTED PARCEL") OVER THAT PORTION OF PARCEL 1 IDENTIFIED IN EASEMENT NOTE 3, SET FORTH AND SHOWN ON PARCEL MAP NO. 90-361, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, RECORDED IN BOOK 270, PAGES 15 TO 18 INCLUSIVE, OF PARCEL MAPS, RECORDS OF SAID COUNTY (THE "SERVICE ACCESS EASEMENT AREA") FOR THE PURPOSE OF VEHICULAR AND PEDESTRIAN ACCESS, INGRESS AND EGRESS AND CONSTRUCTION, REPLACEMENT AND MAINTENANCE OF DRIVEWAYS, CURBS, CURB CUTS, ENTRYWAYS, LIGHT STANDARDS, TRAFFIC SIGNS, SIDEWALKS, LANDSCAPING, IRRIGATION, MONUMENTATION, DIRECTIONAL AND OTHER ROADWAY SIGNS AND LIKE IMPROVEMENTS WITHIN SUCH SERVICE ACCESS EASEMENT AREA. GRANTEE SHALL PAY FOR ALL COSTS AND EXPENSES TO IMPROVE THE SERVICE ACCESS EASEMENT AREA AND TO MAINTAIN THE SERVICE ACCESS EASEMENT AREA PRIOR TO THE TIME THE OWNER OF PARCEL 3 OF PARCEL MAP NO. 90-361 (`BURDENED PARCEL 3") OBTAINS A CERTIFICATE OF OCCUPANCY FOR PERMANENT BUILDING IMPROVEMENTS TO BE CONSTRUCTED ON SUCH BURDENED PARCEL 3. UPON OBTAINING A CERTIFICATE OF OCCUPANCY FOR IMPROVEMENTS CONSTRUCTED ON THE BURDENED PARCEL 3, THE OWNER OF THE BURDENED PARCEL 3 AND THE OWNER OF THE BENEFITTED PARCEL SHALL EACH Exhibit 1-4 4839-9604-7299v2/022459-0014 CONTRIBUTE TO FIFTY PERCENT (50%) OF THE COSTS AND EXPENSES OF MAINTENANCE, REPAIR AND RESTORATION OF ALL IMPROVEMENTS LOCATED ON THE SERVICE ACCESS EASEMENT AREA WHICH ARISE SUBSEQUENT TO THE ISSUANCE OF SUCH CERTIFICATE OF OCCUPANCY. GRANTOR HEREBY RESERVES THE RIGHT, FOR THE BENEFIT OF THE OWNER OF THE BURDENED PARCEL 3 TO REDESIGN, REMOVE, RECONSTRUCT AND IMPROVE THE DRIVEWAYS, CURB CUTS, CURBS, ENTRYWAYS, LIGHT STANDARDS, TRAFFIC SIGNS, SIDEWALKS, PERMANENT WALLS AND FENCES, LANDSCAPING, IRRIGATION, MONUMENT, DIRECTIONAL AND OTHER ROADWAY SIGNS AND LIKE IMPROVEMENTS LOCATED WITHIN THE SERVICE ACCESS EASEMENT AREA IN CONNECTION WITH IMPROVEMENT OR RECONSTRUCTION OF PERMANENT BUILDINGS LOCATED ON THE BURDENED PARCEL 3; PROVIDED, HOWEVER, THAT THE OWNER OF THE BURDENED PARCEL 3 SHALL PROVIDE REASONABLE ALTERNATIVE ACCESS TO THE BENEFITTED PARCEL AT ALL TIMES DURING CONSTRUCTION OF SUCH REDESIGNED OR UPGRADED IMPROVEMENTS. THE OWNER OF THE BURDENED PARCEL 3 SHALL REPAIR ALL DAMAGE CAUSED TO IMPROVEMENTS LOCATED WITHIN THE PRINCIPAL EASEMENT AREA BY CONSTRUCTION ACTIVITIES. Civic Center (1100 and 1300 Avocado): THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF NEWPORT BEACH COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL 3 OF PARCEL MAP 90-361, IN THE CITY OF NEWPORT BEACH, AS PER MAP RECORDED IN BOOK 270, PAGE(S) 15 THROUGH 18, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, CALIFORNIA. APN: 442-014-27 Civic Center (1450 Avocado): THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: THAT PORTION OF PARCEL MAP NO. 88-163, AS SHOWN ON A MAP FILED IN BOOK 253, PAGES 34 AND 35 OF PARCEL MAPS, IN THE OFFICE OF THE COUNT RECORDER OF ORANGE COUNTY, CALIFORNIA, SHOWN AS "REMAINING PARCEL". EXCEPTING THEREFROM, ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOW, GEOTHERMAL STEAM, ANY OTHER MATERIAL RESOURCES AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE PROPERTY, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE PROPERTY OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OUTSIDE THE PROPERTY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS Exhibit 1-5 4839-9604-7299v2/022459-0014 THE SUBSURFACE OF THE PROPERTY AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; BUT WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE OR OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE PROPERTY. ALSO EXCEPTING THEREFROM, ANY AND ALL WATER, WATER RIGHTS, OR INTEREST THEREIN APPURTENANT TO, UNDERLYING OR RELATING TO THE PROPERTY, OR OWNED OR USED BY GRANTOR IN CONNECTION WITH THE PROPERTY OR FOR ANY BENEFICIAL USE, NO MATTER HOW ACQUIRED BY GRANTOR, AND INCLUDING BUT NOT LIMITED TO THE RIGHTS THAT ARE RIPARIAN, OVERLYING, APPROPRIATIVE, PRESCRIPTIVE, PERCOLATING, LITTORAL, ADJUDICATED, STATUTORY OR CONTRACTUAL, BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE PROPERTY IN THE EXERCISE OF SUCH RESERVED RIGHTS, AS RESERVED IN GRANT DEED RECORDED OCTOBER 17, 2008, AS INSTRUMENT NO. 2008000480500, OF OFFICIAL RECORDS. APN: 442-014-24 [END] Exhibit 1-6 4839-9604-7299v2/022459-0014 EXHIBIT 2 DESCRIPTION OF RELEASED LEASED PREMISES Newport Coast Community Center: THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: A PORTION OF PARCEL 1 OF LOT LINE ADJUSTMENT 94-006, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, RECORDED MARCH 22, 1994, AS INSTRUMENT NUMBER 94-0202108 OF OFFICIAL RECORDS, ORANGE COUNTY RECORDERS OFFICE, STATE OF CALIFORNIA, BEING MORE PRACTICALLY DESCRIBED AS FOLLOWS: COMMENCING AT THE CENTERLINE INTERSECTION OF NEWPORT COAST DRIVE AND SAN JOAQUIN HILLS ROAD AS SHOWN ON SAID TRACT MAP; THENCE NORTH 840 27' 16" WEST ALONG SAID CENTERLINE OF SAN JOAQUIN HILLS ROAD A DISTANCE OF 441.70 FEET; THENCE LEAVING SAID CENTERLINE NORTH 05° 32' 44" EAST A DISTANCE OF 61.49 FEET TO THE NORTHERLY RIGHT OF WAY LINE OF LAST SAID ROAD, SAID POINT ALSO BEING THE TRUE POINT OF BEGINNING; THENCE NORTH 050 32' 44" EAST A DISTANCE OF 345.01 FEET TO A POINT ON A NON - TANGENT CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 142.54 FEET TO WHICH A RADIAL LINE BEARS SOUTH 480 54' 51" WEST; THENCE CONTINUING ALONG THE NORTHERLY LINE OF SAID LOT LINE ADJUSTMENT THE FOLLOWING MULTIPLE COURSES; THENCE SOUTHEASTERLY ALONG SAID NON -TANGENT CURVE THROUGH A CENTRAL ANGLE OF 370 02'25" AN ARC LENGTH OF 92.15 FEET; THENCE SOUTH 780 07' 34" EAST A DISTANCE OF 36.87 FEET; THENCE NORTH 740 03' 52" EAST A DISTANCE OF 79.69 FEET; THENCE NORTH 64° 42' 53" EAST A DISTANCE OF 58.38 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 50.00 FEET; THENCE EASTERLY ALONG SAID TANGENT CURVE THROUGH A CENTRAL ANGLE OF 250 58' 33" AN ARC LENGTH OF 22.67 FEET; THENCE SOUTH 890 18' 34" EAST A DISTANCE OF 123.01 FEET; THENCE NORTH 77° 16' 30" EAST A DISTANCE OF 18.90 FEET TO WESTERLY RIGHT OF WAY LINE OF SAID NEWPORT COAST DRIVE AND THE BEGINNING OF A NON -TANGENT CURVE CONCAVE WESTERLY HAVING A RADIUS OF 2291.00 FEET TO WHICH A RADIAL LINE BEARS SOUTH 850 40'34" EAST; THENCE CONTINUING ALONG LAST SAID WESTERLY RIGHT OF WAY LINE THE FOLLOWING MULTIPLE COURSES; THENCE SOUTHERLY ALONG SAID NON -TANGENT CURVE THROUGH A CENTRAL ANGLE OF 030 11'42" AN ARC LENGTH OF 127.75 FEET TO THE BEGINNING OF A COMPOUND CURVE CONCAVE WESTERLY HAVING A RADIUS OF 201.00 FEET; THENCE SOUTHERLY ALONG SAID TANGENT CURVE THROUGH A CENTRAL ANGLE OF 80 19' 02" AN ARC LENGTH OF 29.18 FEET; THENCE SOUTH 150 50' 10" WEST A DISTANCE OF 30.62 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE EASTERLY HAVING A RADIUS OF 219.00 FEET; THENCE SOUTHERLY ALONG SAID TANGENT CURVE THROUGH A CENTRAL ANGLE OF 070 34' 07" AN ARC LENGTH OF 28.93 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE WESTERLY HAVING A RADIUS OF 2929.50 FEET TO WHICH A RADIAL LINE BEARS SOUTH 810 23'57" EAST; THENCE SOUTHERLY ALONG Exhibit 2-1 4839-9604-7299v2/022459-0014 SAID REVERSE CURVE THROUGH A CENTRAL ANGLE OF 20 09'07" AND ARC LENGTH OF 110.03 FEET; THENCE SOUTH 79° 14' 50" EAST A DISTANCE OF 4.00 FEET TO THE BEGINNING OF A NON -TANGENT CURVE CONCAVE WESTERLY HAVING A RADIUS OF 2925.50 FEET TO WHICH A RADIAL LINE BEARS SOUTH 790 14' 50" EAST; THENCE SOUTHERLY ALONG SAID NON -TANGENT CURVE THROUGH A CENTRAL ANGLE OF 00 34' 09" AN ARC LENGTH OF 29.06 FEET TO AN ANGLE POINT ON SAID WESTERLY RIGHT OF WAY LINE; THENCE LEAVING SAID RIGHT OF WAY LINE SOUTH 48° 11' 54" WEST A DISTANCE OF 29.57 FEET TO A POINT ON SAID NORTHERLY RIGHT OF WAY LINE OF SAN JOAQUIN HILLS ROAD; THENCE CONTINUING ALONG LAST SAID RIGHT OF WAY LINE SOUTH 890 52' 33" WEST A DISTANCE OF 51.85 FEET; THENCE CONTINUING ALONG LAST SAID RIGHT OF WAY LINE NORTH 850 17' 57" WEST A DISTANCE OF 305.86 FEET TO THE TRUE POINT OF BEGINNING. EXCEPTING THEREFROM, ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM ARID ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE PROPERTY, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING, AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE PROPERTY OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM OTHER LANDS OTHER THAN THE PROPERTY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE PROPERTY AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; BUT WITHOUT THE RIGHT TO ENTER UPON OR USE THE SURFACE OF THE PROPERLY TO DRILL, MINE, STORE, EXPLORE, OR OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE PROPERTY. ALSO EXCEPTING THEREFROM, FOR USE OF SURFACE OR SUBSURFACE WATER BY THE COUNTY FOR LOCAL PARK PURPOSES ON THE PROPERTY, ANY AND ALL WATER, SOLAR -HEATED WATER, RECLAIMED RIGHTS, WHETHER SURFACE OR SUBSURFACE, APPURTENANT OR RELATING TO THE PROPERTY, OR OWNED OR USED BY OFFEROR IN CONNECTION WITH THE PROPERTY TOGETHER WITH THE RIGHT TO EXPLORE, DRILL, REDRILL AND REMOVE SUCH WATER FROM THE PROPERTY, TO STORE SUCH WATER IN THE GROUND -WATER BASIN UNDERLYING THE PROPERTY BY PERCOLATING, SPREADING, OR INJECTING WATER INTO SUCH BASIN FROM LOCATIONS ON LANDS LYING OUTSIDE OF THE PROPERTY, AND TO DIVERT OR OTHERWISE UTILIZE SUCH WATER, RIGHTS, OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY OFFEROR, BUT WITHOUT THE RIGHT TO ENTER UPON OR USE THE SURFACE OF THE PROPERTY IN THE EXERCISE OF SUCH RIGHT, AS RESERVED BY THE IRVINE COMPANY, A MICHIGAN CORPORATION, IN IRREVOCABLE OFFER OF DEDICATION, RECORDED APRIL 8, 1993, AS INSTRUMENT NO. 93-0234810, AND IN GRANT DEED RECORDED JANUARY 2, 1997, AS INSTRUMENT NO. 19970000564, BOTH OF OFFICIAL RECORDS. Exhibit 2-2 4839-9604-7299v2/022459-0014 Mariner's Library: THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL A: A PARCEL OF LAND CONTAINING 9.019 ACRES AND BEING A PORTION OF BLOOK 53, AS SHOWN UPON A MAP OF IRVINE'S SUBDIVISION RECORDED IN MISCELLANEOUS MAPS, BOOK 1, PAGE 88, RECORDS OF ORANGE COUNTY, CALIFORNIA, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS, TO -WIT: BEGINNING AT THE INTERSECTION OF A LINE LYING SOUTHWESTERLY OF, PARALLEL TO, AND DISTANT 17 FEET FROM THE SOUTHEASTERLY PROLONGATION OF THE CENTER LINE OF 19TH STREET AS SHOWN UPON A MAP OF NEWPORT HEIGHTS, RECORDED IN MISCELLANEOUS MAP BOOK 4, PAGE 83, RECORDS OF ORANGE COUNTY, SAID LINE ALSO BEING THE NORTHWESTERLY PROLONGATION OF THE SOUTHWESTERLY LINE OF THE ORANGE COUNTY FLOOD CONTROL CHANNEL, AS CONVEYED TO THE COUNTY OF ORANGE BY DEED RECORDED APRIL 7, 1954, IN BOOK 2705, PAGE 539, OFFICIAL RECORDS OF SAID ORANGE COUNTY, AND A LINE LYING SOUTHEASTERLY OF, PARALLEL TO, AND DISTANT 30 FEET FROM THE NORTHWESTERLY LINE OF SAID BLOCK 53; THENCE SOUTH 50° 11' 30" EAST ALONG SAID NORTHWESTERLY PROLONGATION AND ALONG SAID SOUTHWESTERLY LINE OF SAID FLOOD CONTROL CHANNEL A DISTANCE OF 277 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE TO THE SOUTHWEST AND HAVING A RADIUS OF 868 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE AND SAID SOUTHWESTERLY LINE OF THE FLOOD CONTROL CHANNEL A DISTANCE OF 713.99 FEET; THENCE SOUTH 3° 03' 42" EAST, TANGENT TO LAST MENTIONED CURVE, AND ALONG SAID SOUTHWESTERLY LINE OF THE FLOOD CONTROL CHANNEL A DISTANCE OF 58 FEET; THENCE SOUTH 16° 55' 29" EAST ALONG SAID SOUTHWESTERLY LINE OF THE FLOOD CONTROL CHANNEL A DISTANCE OF 10.46 FEET; THENCE SOUTH 860 56' 18" WEST A DISTANCE OF 106.72 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE TO THE SOUTHEAST AND HAVING A RADIUS OF 710 FEET; SAID LINE ALSO BEING THE SOUTHWESTERLY PROLONGATION OF THE CENTER LINE OF MARINERS DRIVE, 60 FEET IN WIDTH, AS SHOWN UPON A MAP OF TRACT NO. 3004, RECORDED IN MISCELLANEOUS MAP BOOK 92, PAGES 1 AND 2, RECORDS OF SAID ORANGE COUNTY; THENCE WESTERLY ALONG SAID CURVE A DISTANCE OF 152.14 FEET; THENCE NORTH 15° 20' 20" WEST, RADIAL TO LAST MENTIONED CURVE, A DISTANCE OF 30 FEET; THENCE NORTH 500 11' 05" WEST A DISTANCE OF 758.99 FEET TO A POINT OF INTERSECTION WITH THE AFOREMENTIONED PARALLEL LINE LYING SOUTHEASTERLY OF, PARALLEL TO, AND DISTANT 30 FEET FROM THE NORTHWESTERLY LINE OF SAID BLOCK 53; THENCE NORTH 390 48' 55" EAST ALONG SAID PARALLEL LINE A DISTANCE OF 495.70 FEET TO THE POINT OF BEGINNING. Exhibit 2-3 4839-9604-7299v2/022459-0014 EXCEPTING THEREFROM, THAT PORTION OF THE LAND CONVEYED TO NEWPORT -MESA UNIFIED SCHOOL DISTRICT IN QUITCLAIM DEED RECORDED JANUARY 14, 2003 AS INSTRUMENT NO. 2003000045873, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWESTERLY TERMINUS OF THAT CERTAIN COURSE DESCRIBED IN DEED TO THE CITY OF NEWPORT BEACH HAVING A BEARING AND DISTANCE OF N 15020'20" W 30.00 FEET, SAID NORTHWESTERLY TERMINUS BEING THE INTERSECTION OF THE SOUTHWESTERLY LINE OF SAID CERTAIN PARCEL OF LAND DEEDED TO THE CITY OF NEWPORT BEACH AND THE NORTHERLY LINE OF MARINERS DRIVE, 60.00 FEET WIDE, AS SHOWN ON MAP OF TRACT NO. 1896 FILED IN BOOK 114, PAGE 43 THROUGH 45 INCLUSIVE OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE ALONG SAID SOUTHWESTERLY LINE N 50011'06" W 498.00 FEET; THENCE N 39048'55" E 38.00 FEET; THENCE S 50011'05" E 526.60 FEET TO A POINT IN SAID NORTHERLY LINE OF MARINERS DRIVE, SAID NORTHERLY LINE BEING A CURVE CONCAVE SOUTHERLY AND HAVING A RADIUS OF 740.00 FEET, A RADIAL TO SAID POINT BEING N 11049'06" W; THENCE WESTERLY ALONG SAID NORTHERLY LINE AND CURVE, THROUGH A CENTRAL ANGLE OF 03041'14", AN ARC LENGTH OF 47.62 FEET TO THE POINT OF BEGINNING. PARCEL B: A PORTION OF THAT CERTAIN PARCEL OF LAND IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, DESCRIBED IN DEED TO THE NEWPORT BEACH ELEMENTARY SCHOOL DISTRICT, FILED IN BOOK 3970, PAGE 3 OF OFFICIAL RECORDS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY AND SHOWN AS ASSESSOR'S PARCEL NO. 425- 071-01 FILED IN BOOK 425, PAGE 7 OF ASSESSOR'S MAPS IN THE OFFICE OF THE COUNTY ASSESSOR OF SAID COUNTY, SAID PORTION MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWESTERLY TERMINUS OF THAT CERTAIN COURSE DESCRIBED IN SAID DEED TO THE NEWPORT BEACH ELEMENTARY SCHOOL DISTRICT HAVING A BEARING AND DISTANCE OF N 50011'05" W 758.99 FEET, SAID CERTAIN COURSE BEING THE NORTHEASTERLY LINE OF SAID CERTAIN PARCEL DEEDED TO THE NEWPORT BEACH ELEMENTARY SCHOOL DISTRICT; THENCE ALONG SAID NORTHEASTERLY LINE S 50°11'05" E 50.00 FEET TO ITS INTERSECTION WITH THE SOUTHEASTERLY LINE OF IRVINE AVENUE AS DESCRIBED IN DEED TO THE CITY OF NEWPORT BEACH FILED IN BOOK 3978, PAGE 542 OF SAID OFFICIAL RECORDS, SAID INTERSECTION BEING THE TRUE POINT OF BEGINNING; THENCE CONTINUING ALONG SAID NORTHEASTERLY LINE S 50011'05" E 210.99 FEET; THENCE S 39°48'55" W 92.00 FEET; THENCE N 50011'05" W 120.99 FEET; THENCE S 39°48'55" W 10.00 FEET; THENCE N 50011'05" W 90.00 FEET TO SAID SOUTHEASTERLY LINE OF IRVINE AVENUE; THENCE ALONG SAID SOUTHEASTERLY LINE N 39°48'55" E 102.00 FEET TO THE TRUE POINT OF BEGINNING. Exhibit 2-4 4839-9604-7299v2/022459-0014 APN: 425-071-03 Fire Station 7 (Santa Ana Heights): THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: LOTS 57 THROUGH 60 AND THE SOUTHWESTERLY 66 FEET OF LOT 56, TRACT NO. 706, PER MAP RECORDED IN BOOK 21, PAGES 25 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER, COUNTY OF ORANGE, CALIFORNIA. APN: 439-391-29 Oasis Senior Center: PARCEL 1 OF PARCEL MAP NO. 2008-161, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 367, PAGES 26, 27 AND 28 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER THE ABOVE DESCRIBED PROPERTY, TOGETHER WITH THE RIGHT TO EXPLORE FOR, DEVELOP, EXTRACT AND REMOVE THE SAME THEREFROM BY SLANT DRILLING OR OTHER LIKE METHODS, WITH DERRICKS OR DRILL RIGS LOCATED OUTSIDE OF THE BOUNDARIES OF SAID PROPERTY, AS RESERVED BY THE IRVINE COMPANY IN THE DEED RECORDED MAY 5, 1959, IN BOOK 4698, PAGE 478, OF OFFICIAL RECORDS. ALSO EXCEPTING ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE PARCEL OF LAND HEREINABOVE DESCRIBED, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING, AND OPERATING THEREFOR, AND STORING IN AND REMOVING THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE HEREINABOVE DESCRIBED, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES, WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE, AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, AS RESERVED BY THE IRVINE COMPANY, IN THE DEED RECORDED APRIL 29, 1986, AS INSTRUMENT NO. 86-170658, OF OFFICIAL Exhibit 2-5 4839-9604-7299v2/022459-0014 RECORDS. APN: 458-651-02, 458-651-11, 458-651-13 Fire Station 3/Police Station (Newport Center): THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL 1 OF PARCEL MAP, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 55, PAGE 31 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM ALL OIL, GAS, PETROLEUM AND OTHER HYDROCARBON SUBSTANCES AND CONVENIENT RIGHT TO EXPLORE AND EXTRACT AND TAKE ON AND AT LEVELS BELOW THE DEPTH OF 500 FEET FROM THE SURFACE OF SAID LAND BY MEANS OF WELLS, DERRICK OF OTHER EQUIPMENT FROM THE SURFACE LOCATIONS AS RESERVED BY THE IRVINE COMPANY, IN DEED RECORDED JULY 28, 1970 IN BOOK 9357, PAGE 805 AND FEBRUARY 1, 1973, IN BOOK 10538, PAGE 27 OF OFFICIAL RECORDS. APN: 442-261-07, 08 AND 09 Fire Station 4 (Balboa Island): THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL 1 OF PARCEL MAP 92-139, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP FIILED IN BOOK 314, PAGES 36 AND 37 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. APN: 050-173-01 [END] Exhibit 2-6 4839-9604-7299v2/022459-0014 EXHIBIT C FIRST AMENDMENT TO THE ASSIGNMENT AGREEMENT [Document follows] RECORDING REQUESTED BY: CITY OF NEWPORT BEACH AND WHEN RECORDED MAIL TO: ) STRADLING YOCCA CARLSON & RAUTH ) 660 Newport Center Drive, Suite 1600 ) Newport Beach, California 92660-6441 ) Attn: Brian P. Forbath, Esq. ) [Space above for Recorder's use] This document is recorded for the benefit of the City of Newport Beach, California, and the recording is fee -exempt under Section 27383 of the California Government Code. FIRST AMENDMENT TO THE ASSIGNMENT AGREEMENT THIS FIRST AMENDMENT TO THE ASSIGNMENT AGREEMENT (the "First Amendment") is made and entered into as of August 1, 2020, by and between the NEWPORT BEACH PUBLIC FACILITIES CORPORATION, a 501(c)(4) nonprofit public benefit corporation duly organized and existing under the laws of the State of California (the "Corporation"), as assignor, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association organized and existing under the laws of the United States, as trustee (the "Trustee"), as assignee. RECITALS A. The Corporation and the Trustee have entered into that certain Assignment Agreement, dated as of November 1, 2010 (the "Assignment Agreement"), and recorded on November 29, 2010 as instrument number 2010000635818 in the Official Records of Orange County (the "Official Records"), securing $20,085,000 Certificates of Participation 2010A (Tax Exempt) (Civic Center Project/Central Library Refunding) and $106,575,000 Certificates of Participation 2010B (Federally Taxable Build America Bonds) (Civic Center Project) (collectively, the "Certificates"), in connection with that certain Lease/Purchase Agreement by and between the City of Newport Beach (the "City"), as Lessee, and the Corporation, as Lessor, dated as of November 1, 2010, a memorandum of which was recorded on November 29, 2010 as instrument number 2010000635817 in the Official Records, as amended by that certain First Amendment to Memorandum of Lease/Purchase Agreement, dated as of August 1, 2020 (collectively, the "Lease"). B. Pursuant to Section 7.12 of the Lease, the City has the right from time to time to release a portion of the real property or improvements constituting the Leased Premises (as defined in the Lease), if it has: (i) provided the Trustee with a supplement to the Lease; and (ii) satisfied certain conditions precedent set forth in Section 7.12 of the Lease. C. As of the date of this First Amendment, the City has provided the Trustee with a supplement to the Lease and has complied with the conditions precedent set forth in Section 7.12 of DOCSOC\836728v2\22345.0000 NG-U9ZQVMF2/4832-1492-2691 v2/022459-0014 the Lease, and Corporation and Trustee hereby desire to amend the Assignment Agreement as set forth below. NOW, THEREFORE, the Corporation and the Trustee agree as follows: 1. Release. The Leased Premises listed on Exhibit A of the Assignment Agreement is hereby replaced in its entirety with the Leased Premises listed on Exhibit A attached hereto. By recording this First Amendment, the real property listed on Exhibit B attached hereto (the "Released Leased Premises") is hereby released from the encumbrance of the Assignment Agreement, and all interests previously granted in the Released Leased Premises pursuant to the terms of the Assignment Agreement are hereby terminated. 2. No Other Changes. Except as expressly provided to the contrary in this First Amendment, the terms of the Assignment Agreement shall remain in full force and effect as written. All terms used herein and not defined herein but defined in the Assignment Agreement shall have the meaning given to such terms in the Assignment Agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 2 NG-U9ZQVMF2/4832-1492-2691 v2/022459-0014 IN WITNESS WHEREOF, the parties have executed this First Amendment to the Assignment Agreement as of the date first set forth above. NEWPORT BEACH PUBLIC FACILITIES CORPORATION By: Its: Chief Financial Officer ATTEST: Secretary Accepted by: THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: Its: Authorized Officer APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY: By: �+-- C.ff Aaro C. Harp, City Attorney 3 NG-U9ZQVMF2/4832-1492-2691 v2/022459-0014 EXHIBIT A LEGAL DESCRIPTION OF THE LEASED PREMISES Central Library: THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL l: (APN: 442-014-26) THE SOUTHWESTERLY ONE-HALF OF PARCEL 2, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON PARCEL MAP NO. 90- 361, FILED IN BOOK 270, PAGES 15 TO 18 INCLUSIVE, OF PARCEL MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA. EXCEPTING THEREFROM ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES, WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED BY THE IRVINE -COMPANY IN THE DEED RECORDED MAY 8, 1992, AS INSTRUMENT NO. 92-304758, OF OFFICIAL RECORDS. PARCEL 1 A: A PERMANENT NONEXCLUSIVE EASEMENT IN GROSS AND APPURTENANT TO PARCEL 1, DESCRIBED ABOVE, (THE "BENEFITTED PARCEL") OVER THAT PORTION OF PARCEL 1 IDENTIFIED IN EASEMENT NOTE 3, SET FORTH AND SHOWN ON PARCEL MAP NO. 90-361, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, RECORDED IN BOOK 270, PAGES 15 TO 18 INCLUSIVE, OF PARCEL MAPS, RECORDS OF SAID COUNTY (THE "PRINCIPAL ACCESS EASEMENT AREA") FOR THE PURPOSE OF VEHICULAR AND PEDESTRIAN ACCESS, INGRESS AND EGRESS AND CONSTRUCTION, REPLACEMENT AND MAINTENANCE OF DRIVEWAYS, CURBS, CURB CUTS, ENTRYWAYS, LIGHT STANDARDS, TRAFFIC SIGNS, SIDEWALKS, LANDSCAPING, IRRIGATION, MONUMENTATION, DIRECTIONAL AND OTHER ROADWAY SIGNS AND LIKE IMPROVEMENTS WITHIN SUCH PRINCIPAL ACCESS EASEMENT AREA. GRANTEE SHALL PAY FOR ALL COSTS AND EXPENSES TO IMPROVE THE PRINCIPAL ACCESS EASEMENT AREA AND TO MAINTAIN THE Exhibit A-1 DOC SOC/ 1526992/022025-0040 NG-U9ZQVMF2/4832-1492-2691 v2/022459-0014 PRINCIPAL ACCESS EASEMENT AREA PRIOR TO THE TIME THE OWNER OF PARCEL 1 OF PARCEL MAP NO. 90-361 ("BURDENED PARCEL 1") OBTAINS A CERTIFICATE OF OCCUPANCY FOR PERMANENT BUILDING IMPROVEMENTS TO BE CONSTRUCTED ON SUCH BURDENED PARCEL 1. UPON OBTAINING A CERTIFICATE OF OCCUPANCY FOR IMPROVEMENTS CONSTRUCTED ON THE BURDENED PARCEL 1, THE OWNER OF THE BURDENED PARCEL 1 AND THE OWNER OF THE BENEFITTED PARCEL SHALL EACH CONTRIBUTE TO FIFTY PERCENT (50%) OF THE COSTS AND EXPENSES OF MAINTENANCE, REPAIR AND RESTORATION OF ALL IMPROVEMENTS LOCATED ON THE PRINCIPAL ACCESS EASEMENT AREA WHICH ARISE SUBSEQUENT TO THE ISSUANCE OF SUCH CERTIFICATE OF OCCUPANCY. GRANTOR HEREBY RESERVES THE RIGHT, FOR THE BENEFIT OF THE OWNER OF THE BURDENED PARCEL 1 TO REDESIGN, REMOVE, RECONSTRUCT AND IMPROVE THE DRIVEWAYS, CURB CUTS, CURBS, ENTRYWAYS, LIGHT STANDARDS, TRAFFIC SIGNS, SIDEWALKS, PERMANENT WALLS AND FENCES, LANDSCAPING, IRRIGATION, MONUMENT, DIRECTIONAL AND OTHER ROADWAY SIGNS AND LIKE IMPROVEMENTS LOCATED WITHIN THE PRINCIPAL ACCESS EASEMENT AREA IN CONNECTION WITH IMPROVEMENT OR RECONSTRUCTION OF PERMANENT BUILDINGS LOCATED ON THE BURDENED PARCEL 1; PROVIDED, HOWEVER, THAT THE OWNER OF THE BURDENED PARCEL 1 SHALL PROVIDE REASONABLE ALTERNATIVE ACCESS TO THE BENEFITTED PARCEL AT ALL TIMES DURING CONSTRUCTION OF SUCH REDESIGNED OR UPGRADED IMPROVEMENTS. THE OWNER OF THE BURDENED PARCEL 1 SHALL REPAIR ALL DAMAGE CAUSED TO IMPROVEMENTS LOCATED WITHIN THE PRINCIPAL EASEMENT AREA BY CONSTRUCTION ACTIVITIES. PARCEL 1B: A PERMANENT NONEXCLUSIVE EASEMENT IN GROSS AND APPURTENANT TO PARCEL 1, DESCRIBED ABOVE, (THE "BENEFITTED PARCEL") OVER THAT PORTION OF PARCEL 1 IDENTIFIED IN EASEMENT NOTE 3, SET FORTH AND SHOWN ON PARCEL MAP NO. 90-361, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, RECORDED IN BOOK 270, PAGES 15 TO 18 INCLUSIVE, OF PARCEL MAPS, RECORDS OF SAID COUNTY (THE "SERVICE ACCESS EASEMENT AREA") FOR THE PURPOSE OF VEHICULAR AND PEDESTRIAN ACCESS, INGRESS AND EGRESS AND CONSTRUCTION, REPLACEMENT AND MAINTENANCE OF DRIVEWAYS, CURBS, CURB CUTS, ENTRYWAYS, LIGHT STANDARDS, TRAFFIC SIGNS, SIDEWALKS, LANDSCAPING, IRRIGATION, MONUMENTATION, DIRECTIONAL AND OTHER ROADWAY SIGNS AND LIKE IMPROVEMENTS WITHIN SUCH SERVICE ACCESS EASEMENT AREA. GRANTEE SHALL PAY FOR ALL COSTS AND EXPENSES TO IMPROVE THE SERVICE ACCESS EASEMENT AREA AND TO MAINTAIN THE SERVICE ACCESS EASEMENT AREA PRIOR TO THE TIME THE OWNER OF PARCEL 3 OF PARCEL MAP NO. 90-361 ("BURDENED PARCEL 3") OBTAINS A CERTIFICATE OF OCCUPANCY FOR PERMANENT BUILDING IMPROVEMENTS TO BE CONSTRUCTED ON SUCH BURDENED PARCEL 3. UPON OBTAINING A CERTIFICATE OF OCCUPANCY FOR IMPROVEMENTS CONSTRUCTED ON THE BURDENED PARCEL 3, THE OWNER OF THE BURDENED PARCEL 3 AND THE OWNER OF THE BENEFITTED PARCEL SHALL EACH CONTRIBUTE TO FIFTY PERCENT (50%) OF THE COSTS AND EXPENSES OF MAINTENANCE, REPAIR AND RESTORATION OF ALL IMPROVEMENTS LOCATED ON THE SERVICE ACCESS EASEMENT AREA WHICH ARISE SUBSEQUENT TO THE ISSUANCE OF SUCH CERTIFICATE OF OCCUPANCY. GRANTOR HEREBY RESERVES Exhibit A-2 DOC SOC/ 1526992/022025 -0040 NG-U9ZQVMF2/483 2-1492-269 1 v2/022459-0014 THE RIGHT, FOR THE BENEFIT OF THE OWNER OF THE BURDENED PARCEL 3 TO REDESIGN, REMOVE, RECONSTRUCT AND IMPROVE THE DRIVEWAYS, CURB CUTS, CURBS, ENTRYWAYS, LIGHT STANDARDS, TRAFFIC SIGNS, SIDEWALKS, PERMANENT WALLS AND FENCES, LANDSCAPING, IRRIGATION, MONUMENT, DIRECTIONAL AND OTHER ROADWAY SIGNS AND LIKE IMPROVEMENTS LOCATED WITHIN THE SERVICE ACCESS EASEMENT AREA IN CONNECTION WITH IMPROVEMENT OR RECONSTRUCTION OF PERMANENT BUILDINGS LOCATED ON THE BURDENED PARCEL 3; PROVIDED, HOWEVER, THAT THE OWNER OF THE BURDENED PARCEL 3 SHALL PROVIDE REASONABLE ALTERNATIVE ACCESS TO THE BENEFITTED PARCEL AT ALL TIMES DURING CONSTRUCTION OF SUCH REDESIGNED OR UPGRADED IMPROVEMENTS. THE OWNER OF THE BURDENED PARCEL 3 SHALL REPAIR ALL DAMAGE CAUSED TO IMPROVEMENTS LOCATED WITHIN THE PRINCIPAL EASEMENT AREA BY CONSTRUCTION ACTIVITIES. PARCEL 2: (APN: 442-014-25) THE NORTHWESTERLY ONE-HALF OF PARCEL 2, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON PARCEL MAP NO. 90- 361, FILED IN BOOK 270, PAGES 15 TO 18 INCLUSIVE, OF PARCEL MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA. EXCEPTING THEREFROM ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES, WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED BY THE IRVINE -COMPANY IN THE DEED RECORDED MAY 8, 1992, AS INSTRUMENT NO. 92-304759, OF OFFICIAL RECORDS. PARCEL 2A: A PERMANENT NONEXCLUSIVE EASEMENT IN GROSS AND APPURTENANT TO PARCEL 1, DESCRIBED ABOVE, (THE "BENEFITTED PARCEL") OVER THAT PORTION OF PARCEL 1 IDENTIFIED IN EASEMENT NOTE 3, SET FORTH AND SHOWN ON PARCEL MAP NO. 90-361, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, RECORDED IN BOOK 270, PAGES 15 TO 18 INCLUSIVE, OF PARCEL MAPS, RECORDS OF SAID COUNTY (THE "PRINCIPAL ACCESS EASEMENT AREA") FOR THE PURPOSE OF VEHICULAR AND PEDESTRIAN ACCESS, INGRESS AND EGRESS AND CONSTRUCTION, REPLACEMENT AND MAINTENANCE OF DRIVEWAYS, CURBS, CURB CUTS, ENTRYWAYS, LIGHT STANDARDS, TRAFFIC SIGNS, SIDEWALKS, Exhibit A-3 DOCSOC/ 1526992/022025-0040 NG-U9ZQVMF2/4832-1492-2691 v2/022459-0014 LANDSCAPING, IRRIGATION, MONUMENTATION, DIRECTIONAL AND OTHER ROADWAY SIGNS AND LIKE IMPROVEMENTS WITHIN SUCH PRINCIPAL ACCESS EASEMENT AREA. GRANTEE SHALL PAY FOR ALL COSTS AND EXPENSES TO IMPROVE THE PRINCIPAL ACCESS EASEMENT AREA AND TO MAINTAIN THE PRINCIPAL ACCESS EASEMENT AREA PRIOR TO THE TIME THE OWNER OF PARCEL 1 OF PARCEL MAP NO. 90-361 ("BURDENED PARCEL 1") OBTAINS A CERTIFICATE OF OCCUPANCY FOR PERMANENT BUILDING IMPROVEMENTS TO BE CONSTRUCTED ON SUCH BURDENED PARCEL 1. UPON OBTAINING A CERTIFICATE OF OCCUPANCY FOR IMPROVEMENTS CONSTRUCTED ON THE BURDENED PARCEL 1, THE OWNER OF THE BURDENED PARCEL 1 AND THE OWNER OF THE BENEFITTED PARCEL SHALL EACH CONTRIBUTE TO FIFTY PERCENT (50%) OF THE COSTS AND EXPENSES OF MAINTENANCE, REPAIR AND RESTORATION OF ALL IMPROVEMENTS LOCATED ON THE PRINCIPAL ACCESS EASEMENT AREA WHICH ARISE SUBSEQUENT TO THE ISSUANCE OF SUCH CERTIFICATE OF OCCUPANCY. GRANTOR HEREBY RESERVES THE RIGHT, FOR THE BENEFIT OF THE OWNER OF THE BURDENED PARCEL 1 TO REDESIGN, REMOVE, RECONSTRUCT AND IMPROVE THE DRIVEWAYS, CURB CUTS, CURBS, ENTRYWAYS, LIGHT STANDARDS, TRAFFIC SIGNS, SIDEWALKS, PERMANENT WALLS AND FENCES, LANDSCAPING, IRRIGATION, MONUMENT, DIRECTIONAL AND OTHER ROADWAY SIGNS AND LIKE IMPROVEMENTS LOCATED WITHIN THE PRINCIPAL ACCESS EASEMENT AREA IN CONNECTION WITH IMPROVEMENT OR RECONSTRUCTION OF PERMANENT BUILDINGS LOCATED ON THE BURDENED PARCEL 1; PROVIDED, HOWEVER, THAT THE OWNER OF THE BURDENED PARCEL 1 SHALL PROVIDE REASONABLE ALTERNATIVE ACCESS TO THE BENEFITTED PARCEL AT ALL TIMES DURING CONSTRUCTION OF SUCH REDESIGNED OR UPGRADED IMPROVEMENTS. THE OWNER OF THE BURDENED PARCEL 1 SHALL REPAIR ALL DAMAGE CAUSED TO IMPROVEMENTS LOCATED WITHIN THE PRINCIPAL EASEMENT AREA BY CONSTRUCTION ACTIVITIES. PARCEL 2B: A PERMANENT NONEXCLUSIVE EASEMENT IN GROSS AND APPURTENANT TO PARCEL 1, DESCRIBED ABOVE, (THE "BENEFITTED PARCEL") OVER THAT PORTION OF PARCEL 1 IDENTIFIED IN EASEMENT NOTE 3, SET FORTH AND SHOWN ON PARCEL MAP NO. 90-361, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, RECORDED IN BOOK 270, PAGES 15 TO 18 INCLUSIVE, OF PARCEL MAPS, RECORDS OF SAID COUNTY (THE "SERVICE ACCESS EASEMENT AREA") FOR THE PURPOSE OF VEHICULAR AND PEDESTRIAN ACCESS, INGRESS AND EGRESS AND CONSTRUCTION, REPLACEMENT AND MAINTENANCE OF DRIVEWAYS, CURBS, CURB CUTS, ENTRYWAYS, LIGHT STANDARDS, TRAFFIC SIGNS, SIDEWALKS, LANDSCAPING, IRRIGATION, MONUMENTATION, DIRECTIONAL AND OTHER ROADWAY SIGNS AND LIKE IMPROVEMENTS WITHIN SUCH SERVICE ACCESS EASEMENT AREA. GRANTEE SHALL PAY FOR ALL COSTS AND EXPENSES TO IMPROVE THE SERVICE ACCESS EASEMENT AREA AND TO MAINTAIN THE SERVICE ACCESS EASEMENT AREA PRIOR TO THE TIME THE OWNER OF PARCEL 3 OF PARCEL MAP NO. 90-361 ("BURDENED PARCEL 3") OBTAINS A CERTIFICATE OF OCCUPANCY FOR PERMANENT BUILDING IMPROVEMENTS TO BE CONSTRUCTED ON SUCH BURDENED PARCEL 3. UPON OBTAINING A CERTIFICATE OF OCCUPANCY FOR IMPROVEMENTS CONSTRUCTED ON THE BURDENED PARCEL 3, THE OWNER OF THE BURDENED PARCEL 3 AND THE OWNER OF THE BENEFITTED PARCEL SHALL EACH Exhibit A-4 DOCSOC/ 1526992/022025-0040 NG-U9ZQVMF2/4832-1492-2691 v2/022459-0014 CONTRIBUTE TO FIFTY PERCENT (50%) OF THE COSTS AND EXPENSES OF MAINTENANCE, REPAIR AND RESTORATION OF ALL IMPROVEMENTS LOCATED ON THE SERVICE ACCESS EASEMENT AREA WHICH ARISE SUBSEQUENT TO THE ISSUANCE OF SUCH CERTIFICATE OF OCCUPANCY. GRANTOR HEREBY RESERVES THE RIGHT, FOR THE BENEFIT OF THE OWNER OF THE BURDENED PARCEL 3 TO REDESIGN, REMOVE, RECONSTRUCT AND IMPROVE THE DRIVEWAYS, CURB CUTS, CURBS, ENTRYWAYS, LIGHT STANDARDS, TRAFFIC SIGNS, SIDEWALKS, PERMANENT WALLS AND FENCES, LANDSCAPING, IRRIGATION, MONUMENT, DIRECTIONAL AND OTHER ROADWAY SIGNS AND LIKE IMPROVEMENTS LOCATED WITHIN THE SERVICE ACCESS EASEMENT AREA IN CONNECTION WITH IMPROVEMENT OR RECONSTRUCTION OF PERMANENT BUILDINGS LOCATED ON THE BURDENED PARCEL 3; PROVIDED, HOWEVER, THAT THE OWNER OF THE BURDENED PARCEL 3 SHALL PROVIDE REASONABLE ALTERNATIVE ACCESS TO THE BENEFITTED PARCEL AT ALL TIMES DURING CONSTRUCTION OF SUCH REDESIGNED OR UPGRADED IMPROVEMENTS. THE OWNER OF THE BURDENED PARCEL 3 SHALL REPAIR ALL DAMAGE CAUSED TO IMPROVEMENTS LOCATED WITHIN THE PRINCIPAL EASEMENT AREA BY CONSTRUCTION ACTIVITIES. Civic Center (1100 and 1300 Avocado): THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF NEWPORT BEACH COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL 3 OF PARCEL MAP 90-361, IN THE CITY OF NEWPORT BEACH, AS PER MAP RECORDED IN BOOK 270, PAGE(S) 15 THROUGH 18, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, CALIFORNIA. APN: 442-014-27 Civic Center (1450 Avocado): THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: THAT PORTION OF PARCEL MAP NO. 88-163, AS SHOWN ON A MAP FILED IN BOOK 253, PAGES 34 AND 35 OF PARCEL MAPS, IN THE OFFICE OF THE COUNT RECORDER OF ORANGE COUNTY, CALIFORNIA, SHOWN AS "REMAINING PARCEL". EXCEPTING THEREFROM, ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOW, GEOTHERMAL STEAM, ANY OTHER MATERIAL RESOURCES AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE PROPERTY, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE PROPERTY OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OUTSIDE THE PROPERTY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS Exhibit A-5 DOC SOC/ 1526992/022025-0040 NG-U9ZQVMF2/4832-1492-2691 v2/022459-0014 THE SUBSURFACE OF THE PROPERTY AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; BUT WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE OR OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE PROPERTY. ALSO EXCEPTING THEREFROM, ANY AND ALL WATER, WATER RIGHTS, OR INTEREST THEREIN APPURTENANT TO, UNDERLYING OR RELATING TO THE PROPERTY, OR OWNED OR USED BY GRANTOR IN CONNECTION WITH THE PROPERTY OR FOR ANY BENEFICIAL USE, NO MATTER HOW ACQUIRED BY GRANTOR, AND INCLUDING BUT NOT LIMITED TO THE RIGHTS THAT ARE RIPARIAN, OVERLYING, APPROPRIATIVE, PRESCRIPTIVE, PERCOLATING, LITTORAL, ADJUDICATED, STATUTORY OR CONTRACTUAL, BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE PROPERTY IN THE EXERCISE OF SUCH RESERVED RIGHTS, AS RESERVED IN GRANT DEED RECORDED OCTOBER 17, 2008, AS INSTRUMENT NO. 2008000480500, OF OFFICIAL RECORDS. APN: 442-014-24 [END] Exhibit A-6 DOC SOC/ 1526992/022025-0040 NG-U9ZQVMF2/483 2-1492-269 1 v2/022459-0014 EXHIBIT B LEGAL DESCRIPTION OF THE RELEASED LEASED PREMISES Newport Coast Community Center: THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: A PORTION OF PARCEL 1 OF LOT LINE ADJUSTMENT 94-006, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, RECORDED MARCH 22, 1994, AS INSTRUMENT NUMBER 94-0202108 OF OFFICIAL RECORDS, ORANGE COUNTY RECORDERS OFFICE, STATE OF CALIFORNIA, BEING MORE PRACTICALLY DESCRIBED AS FOLLOWS: COMMENCING AT THE CENTERLINE INTERSECTION OF NEWPORT COAST DRIVE AND SAN JOAQUIN HILLS ROAD AS SHOWN ON SAID TRACT MAP; THENCE NORTH 84° 27' 16" WEST ALONG SAID CENTERLINE OF SAN JOAQUIN HILLS ROAD A DISTANCE OF 441.70 FEET; THENCE LEAVING SAID CENTERLINE NORTH 05° 32' 44" EAST A DISTANCE OF 61.49 FEET TO THE NORTHERLY RIGHT OF WAY LINE OF LAST SAID ROAD, SAID POINT ALSO BEING THE TRUE POINT OF BEGINNING; THENCE NORTH 05° 32' 44" EAST A DISTANCE OF 345.01 FEET TO A POINT ON A NON -TANGENT CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 142.54 FEET TO WHICH A RADIAL LINE BEARS SOUTH 480 54' 51" WEST; THENCE CONTINUING ALONG THE NORTHERLY LINE OF SAID LOT LINE ADJUSTMENT THE FOLLOWING MULTIPLE COURSES; THENCE SOUTHEASTERLY ALONG SAID NON -TANGENT CURVE THROUGH A CENTRAL ANGLE OF 370 02' 25" AN ARC LENGTH OF 92.15 FEET; THENCE SOUTH 78° 07' 34" EAST A DISTANCE OF 36.87 FEET; THENCE NORTH 74° 03' 52" EAST A DISTANCE OF 79.69 FEET; THENCE NORTH 640 42' 53" EAST A DISTANCE OF 58.38 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 50.00 FEET; THENCE EASTERLY ALONG SAID TANGENT CURVE THROUGH A CENTRAL ANGLE OF 250 58' 33" AN ARC LENGTH OF 22.67 FEET; THENCE SOUTH 890 18' 34" EAST A DISTANCE OF 123.01 FEET; THENCE NORTH 770 16' 30" EAST A DISTANCE OF 18.90 FEET TO WESTERLY RIGHT OF WAY LINE OF SAID NEWPORT COAST DRIVE AND THE BEGINNING OF A NON -TANGENT CURVE CONCAVE WESTERLY HAVING A RADIUS OF 2291.00 FEET TO WHICH A RADIAL LINE BEARS SOUTH 850 40' 34" EAST; THENCE CONTINUING ALONG LAST SAID WESTERLY RIGHT OF WAY LINE THE FOLLOWING MULTIPLE COURSES; THENCE SOUTHERLY ALONG SAID NON -TANGENT CURVE THROUGH A CENTRAL ANGLE OF 03° 11' 42" AN ARC LENGTH OF 127.75 FEET TO THE BEGINNING OF A COMPOUND CURVE CONCAVE WESTERLY HAVING A RADIUS OF 201.00 FEET; THENCE SOUTHERLY ALONG SAID TANGENT CURVE THROUGH A CENTRAL ANGLE OF 80 19' 02" AN ARC LENGTH OF 29.18 FEET; THENCE SOUTH 150 50' 10" WEST A DISTANCE OF 30.62 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE EASTERLY HAVING A RADIUS OF 219.00 FEET; THENCE SOUTHERLY ALONG SAID TANGENT CURVE THROUGH A CENTRAL ANGLE OF 070 34' 07" AN ARC LENGTH OF 28.93 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE WESTERLY HAVING A RADIUS OF 2929.50 FEET TO WHICH A RADIAL LINE BEARS SOUTH 810 23' 57" EAST; THENCE SOUTHERLY ALONG SAID REVERSE CURVE THROUGH A CENTRAL Exhibit B-1 NG-U9ZQVMF2/4832-1492-2691 v2/022459-0014 ANGLE OF 20 09' 07" AND ARC LENGTH OF 110.03 FEET; THENCE SOUTH 790 14' 50" EAST A DISTANCE OF 4.00 FEET TO THE BEGINNING OF A NON -TANGENT CURVE CONCAVE WESTERLY HAVING A RADIUS OF 2925.50 FEET TO WHICH A RADIAL LINE BEARS SOUTH 790 14' 50" EAST; THENCE SOUTHERLY ALONG SAID NON -TANGENT CURVE THROUGH A CENTRAL ANGLE OF 00 34' 09" AN ARC LENGTH OF 29.06 FEET TO AN ANGLE POINT ON SAID WESTERLY RIGHT OF WAY LINE; THENCE LEAVING SAID RIGHT OF WAY LINE SOUTH 480 11' 54" WEST A DISTANCE OF 29.57 FEET TO A POINT ON SAID NORTHERLY RIGHT OF WAY LINE OF SAN JOAQUIN HILLS ROAD; THENCE CONTINUING ALONG LAST SAID RIGHT OF WAY LINE SOUTH 890 52' 33" WEST A DISTANCE OF 51.85 FEET; THENCE CONTINUING ALONG LAST SAID RIGHT OF WAY LINE NORTH 850 17' 57" WEST A DISTANCE OF 305.86 FEET TO THE TRUE POINT OF BEGINNING. EXCEPTING THEREFROM, ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM ARID ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE PROPERTY, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING, AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE PROPERTY OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM OTHER LANDS OTHER THAN THE PROPERTY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE PROPERTY AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; BUT WITHOUT THE RIGHT TO ENTER UPON OR USE THE SURFACE OF THE PROPERLY TO DRILL, MINE, STORE, EXPLORE, OR OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE PROPERTY. ALSO EXCEPTING THEREFROM, FOR USE OF SURFACE OR SUBSURFACE WATER BY THE COUNTY FOR LOCAL PARK PURPOSES ON THE PROPERTY, ANY AND ALL WATER, SOLAR -HEATED WATER, RECLAIMED RIGHTS, WHETHER SURFACE OR SUBSURFACE, APPURTENANT OR RELATING TO THE PROPERTY, OR OWNED OR USED BY OFFEROR IN CONNECTION WITH THE PROPERTY TOGETHER WITH THE RIGHT TO EXPLORE, DRILL, REDRILL AND REMOVE SUCH WATER FROM THE PROPERTY, TO STORE SUCH WATER IN THE GROUND -WATER BASIN UNDERLYING THE PROPERTY BY PERCOLATING, SPREADING, OR INJECTING WATER INTO SUCH BASIN FROM LOCATIONS ON LANDS LYING OUTSIDE OF THE PROPERTY, AND TO DIVERT OR OTHERWISE UTILIZE SUCH WATER, RIGHTS, OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY OFFEROR, BUT WITHOUT THE RIGHT TO ENTER UPON OR USE THE SURFACE OF THE PROPERTY IN THE EXERCISE OF SUCH RIGHT, AS RESERVED BY THE IRVINE COMPANY, A MICHIGAN CORPORATION, IN IRREVOCABLE OFFER OF DEDICATION, RECORDED APRIL 8, 1993, AS INSTRUMENT NO. 93-0234810, AND IN GRANT DEED RECORDED JANUARY 2, 1997, AS INSTRUMENT NO. 19970000564, BOTH OF OFFICIAL RECORDS. Mariner's Library: Exhibit B-2 NG-U9ZQVMF2/483 2-1492-269 1 v2/022459-0014 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL A: A PARCEL OF LAND CONTAINING 9.019 ACRES AND BEING A PORTION OF BLOOK 53, AS SHOWN UPON A MAP OF IRVINE'S SUBDIVISION RECORDED IN MISCELLANEOUS MAPS, BOOK 1, PAGE 88, RECORDS OF ORANGE COUNTY, CALIFORNIA, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS, TO -WIT: BEGINNING AT THE INTERSECTION OF A LINE LYING SOUTHWESTERLY OF, PARALLEL TO, AND DISTANT 17 FEET FROM THE SOUTHEASTERLY PROLONGATION OF THE CENTER LINE OF 19TH STREET AS SHOWN UPON A MAP OF NEWPORT HEIGHTS, RECORDED IN MISCELLANEOUS MAP BOOK 4, PAGE 83, RECORDS OF ORANGE COUNTY, SAID LINE ALSO BEING THE NORTHWESTERLY PROLONGATION OF THE SOUTHWESTERLY LINE OF THE ORANGE COUNTY FLOOD CONTROL CHANNEL, AS CONVEYED TO THE COUNTY OF ORANGE BY DEED RECORDED APRIL 7, 1954, IN BOOK 2705, PAGE 539, OFFICIAL RECORDS OF SAID ORANGE COUNTY, AND A LINE LYING SOUTHEASTERLY OF, PARALLEL TO, AND DISTANT 30 FEET FROM THE NORTHWESTERLY LINE OF SAID BLOCK 53; THENCE SOUTH 50° 11' 30" EAST ALONG SAID NORTHWESTERLY PROLONGATION AND ALONG SAID SOUTHWESTERLY LINE OF SAID FLOOD CONTROL CHANNEL A DISTANCE OF 277 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE TO THE SOUTHWEST AND HAVING A RADIUS OF 868 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE AND SAID SOUTHWESTERLY LINE OF THE FLOOD CONTROL CHANNEL A DISTANCE OF 713.99 FEET; THENCE SOUTH 30 03' 42" EAST, TANGENT TO LAST MENTIONED CURVE, AND ALONG SAID SOUTHWESTERLY LINE OF THE FLOOD CONTROL CHANNEL A DISTANCE OF 58 FEET; THENCE SOUTH 160 55' 29" EAST ALONG SAID SOUTHWESTERLY LINE OF THE FLOOD CONTROL CHANNEL A DISTANCE OF 10.46 FEET; THENCE SOUTH 86° 56' 18" WEST A DISTANCE OF 106.72 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE TO THE SOUTHEAST AND HAVING A RADIUS OF 710 FEET; SAID LINE ALSO BEING THE SOUTHWESTERLY PROLONGATION OF THE CENTER LINE OF MARINERS DRIVE, 60 FEET IN WIDTH, AS SHOWN UPON A MAP OF TRACT NO. 3004, RECORDED IN MISCELLANEOUS MAP BOOK 92, PAGES I AND 2, RECORDS OF SAID ORANGE COUNTY; THENCE WESTERLY ALONG SAID CURVE A DISTANCE OF 152.14 FEET; THENCE NORTH 150 20' 20" WEST, RADIAL TO LAST MENTIONED CURVE, A DISTANCE OF 30 FEET; THENCE NORTH 500 11' 05" WEST A DISTANCE OF 758.99 FEET TO A POINT OF INTERSECTION WITH THE AFOREMENTIONED PARALLEL LINE LYING SOUTHEASTERLY OF, PARALLEL TO, AND DISTANT 30 FEET FROM THE NORTHWESTERLY LINE OF SAID BLOCK 53; THENCE NORTH 39° 48' 55" EAST ALONG SAID PARALLEL LINE A DISTANCE OF 495.70 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM, THAT PORTION OF THE LAND CONVEYED TO NEWPORT - MESA UNIFIED SCHOOL DISTRICT IN QUITCLAIM DEED RECORDED JANUARY 14, 2003 AS INSTRUMENT NO. 2003000045873, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWESTERLY TERMINUS OF THAT CERTAIN COURSE DESCRIBED IN DEED TO THE CITY OF NEWPORT BEACH HAVING A BEARING AND Exhibit B-3 NG-U9ZQVMF2/4832-1492-2691 v2/022459-0014 DISTANCE OF N 15020'20" W 30.00 FEET, SAID NORTHWESTERLY TERMINUS BEING THE INTERSECTION OF THE SOUTHWESTERLY LINE OF SAID CERTAIN PARCEL OF LAND DEEDED TO THE CITY OF NEWPORT BEACH AND THE NORTHERLY LINE OF MARINERS DRIVE, 60.00 FEET WIDE, AS SHOWN ON MAP OF TRACT NO. 1896 FILED IN BOOK 114, PAGE 43 THROUGH 45 INCLUSIVE OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE ALONG SAID SOUTHWESTERLY LINE N 50011'06" W 498.00 FEET; THENCE N 39°48'55" E 38.00 FEET; THENCE S 50°11'05" E 526.60 FEET TO A POINT IN SAID NORTHERLY LINE OF MARINERS DRIVE, SAID NORTHERLY LINE BEING A CURVE CONCAVE SOUTHERLY AND HAVING A RADIUS OF 740.00 FEET, A RADIAL TO SAID POINT BEING N I1°49'06" W; THENCE WESTERLY ALONG SAID NORTHERLY LINE AND CURVE, THROUGH A CENTRAL ANGLE OF 03041'14", AN ARC LENGTH OF 47.62 FEET TO THE POINT OF BEGINNING. A PORTION OF THAT CERTAIN PARCEL OF LAND IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, DESCRIBED IN DEED TO THE NEWPORT BEACH ELEMENTARY SCHOOL DISTRICT, FILED IN BOOK 3970, PAGE 3 OF OFFICIAL RECORDS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY AND SHOWN AS ASSESSOR'S PARCEL NO. 425-071-01 FILED IN BOOK 425, PAGE 7 OF ASSESSOR'S MAPS IN THE OFFICE OF THE COUNTY ASSESSOR OF SAID COUNTY, SAID PORTION MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWESTERLY TERMINUS OF THAT CERTAIN COURSE DESCRIBED IN SAID DEED TO THE NEWPORT BEACH ELEMENTARY SCHOOL DISTRICT HAVING A BEARING AND DISTANCE OF N 50011'05" W 758.99 FEET, SAID CERTAIN COURSE BEING THE NORTHEASTERLY LINE OF SAID CERTAIN PARCEL DEEDED TO THE NEWPORT BEACH ELEMENTARY SCHOOL DISTRICT; THENCE ALONG SAID NORTHEASTERLY LINE S 50011'05" E 50.00 FEET TO ITS INTERSECTION WITH THE SOUTHEASTERLY LINE OF IRVINE AVENUE AS DESCRIBED IN DEED TO THE CITY OF NEWPORT BEACH FILED IN BOOK 3978, PAGE 542 OF SAID OFFICIAL RECORDS, SAID INTERSECTION BEING THE TRUE POINT OF BEGINNING; THENCE CONTINUING ALONG SAID NORTHEASTERLY LINE S 50011'05" E 210.99 FEET; THENCE S 39°48'55" W 92.00 FEET; THENCE N 50°11'05" W 120.99 FEET; THENCE S 39°48'55" W 10.00 FEET; THENCE N 50011'05" W 90.00 FEET TO SAID SOUTHEASTERLY LINE OF IRVINE AVENUE; THENCE ALONG SAID SOUTHEASTERLY LINE N 39048'55" E 102.00 FEET TO THE TRUE POINT OF BEGINNING. APN: 425-071-03 Fire Station 7 (Santa Ana Heights): THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: LOTS 57 THROUGH 60 AND THE SOUTHWESTERLY 66 FEET OF LOT 56, TRACT NO. 706, PER MAP RECORDED IN BOOK 21, PAGES 25 OF MAPS, IN THE OFFICE OF THE COUNTY Exhibit B-4 NG-U9ZQVMF2/4832-1492-2691 v2/022459-0014 RECORDER, COUNTY OF ORANGE, CALIFORNIA. APN: 439-391-29 Oasis Senior Center: PARCEL 1 OF PARCEL MAP NO. 2008-161, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 367, PAGES 26, 27 AND 28 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER THE ABOVE DESCRIBED PROPERTY, TOGETHER WITH THE RIGHT TO EXPLORE FOR, DEVELOP, EXTRACT AND REMOVE THE SAME THEREFROM BY SLANT DRILLING OR OTHER LIKE METHODS, WITH DERRICKS OR DRILL RIGS LOCATED OUTSIDE OF THE BOUNDARIES OF SAID PROPERTY, AS RESERVED BY THE IRVINE COMPANY IN THE DEED RECORDED MAY 5, 1959, IN BOOK 4698, PAGE 478, OF OFFICIAL RECORDS. ALSO EXCEPTING ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE PARCEL OF LAND HEREINABOVE DESCRIBED, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING, AND OPERATING THEREFOR, AND STORING IN AND REMOVING THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE HEREINABOVE DESCRIBED, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES, WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE, AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, AS RESERVED BY THE IRVINE COMPANY, IN THE DEED RECORDED APRIL 29, 1986, AS INSTRUMENT NO. 86-170658, OF OFFICIAL RECORDS. APN: 458-651-02, 458-651-11, 458-651-13 Fire Station 3/Police Station (Newport Center): THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL 1 OF PARCEL MAP, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 55, PAGE 31 OF PARCEL MAPS, IN Exhibit B-5 NG-U9ZQVMF2/4832-1492-2691 v2/022459-0014 THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM ALL OIL, GAS, PETROLEUM AND OTHER HYDROCARBON SUBSTANCES AND CONVENIENT RIGHT TO EXPLORE AND EXTRACT AND TAKE ON AND AT LEVELS BELOW THE DEPTH OF 500 FEET FROM THE SURFACE OF SAID LAND BY MEANS OF WELLS, DERRICK OF OTHER EQUIPMENT FROM THE SURFACE LOCATIONS AS RESERVED BY THE IRVINE COMPANY, IN DEED RECORDED JULY 28, 1970 IN BOOK 9357, PAGE 805 AND FEBRUARY 1, 1973, IN BOOK 10538, PAGE 27 OF OFFICIAL RECORDS. APN: 442-261-07, 08 AND 09 Fire Station 4 (Balboa Island): THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL 1 OF PARCEL MAP 92-139, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP FIILED IN BOOK 314, PAGES 36 AND 37 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. APN: 050-173-01 [END] Exhibit B-6 NG-U9ZQVMF2/4832-1492-2691 v2/022459-0014 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 ORANGE On , before me, , Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose names(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 OF NOTARY PUBLIC NG-U9ZQVMF2/4832-1492-2691 v2/022459-0014 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 ORANGE On , before me, , Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose names(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 OF NOTARY PUBLIC NG-U9ZQVMF2/4832-1492-2691 v2/022459-0014 STATE OF CALIFORNIA } COUNTY OF ORANGE } ss. CITY OF NEWPORT BEACH } I, Leilani I. Brown, Secretary of the Newport Beach Public Facilities Corporation do hereby certify that the whole number of members of the Corporation is seven; the foregoing resolution, being Resolution No. PFC2020-1, was duly introduced before and adopted by the Corporation at a regular meeting of said Corporation held on the 25th day of August, 2020; and the same was so passed and adopted by the following vote, to wit: AYES: Chairman Will O'Neill, Vice Chairman Brad Avery, Director Joy Brenner, Director Diane Dixon, Director Kevin Muldoon NAYS: None ABSENT: Director Duffy Duffield, Director Jeff Herdman IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the official seal of the City of Newport Beach this 26th day of August, 2020. vw Wyvkl Leilani I. Brown Secretary Newport Beach Public Facilities Corporation