HomeMy WebLinkAbout10 - Conveyance Agreement to Accept a Portion of the Real Property at 201 E Coast Highway for a Public DockQ SEW Pp�T
CITY OF
z NEWPORT BEACH
c�<,FORN'P City Council Staff Report
April 25, 2023
Agenda Item No. 10
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Seimone Jurjis, Community Development Director - 949-644-3232,
sjurjis@newportbeachca.gov
PREPARED BY: Lauren Wooding Whitlinger, Real Property Administrator,
Iwooding@newportbeachca.gov
PHONE: 949-644-3236
TITLE: Conveyance Agreement Between the City of Newport Beach and
The Irvine Company to Accept a Portion of the Real Property at
201 East Coast Highway for a Public Dock, and a Lease Agreement
Between the City of Newport Beach and County of Orange for Use of
the Tidelands for the Public Dock
ABSTRACT -
The Irvine Company (TIC) obtained approval from the City of Newport Beach (City) in
2014 for expansion of its existing private marina at 201 East Coast Highway, Newport
Beach (Balboa Marina). In addition to expanding Balboa Marina, TIC agreed to construct
a new public boat berthing facility with a gangway and 12 new public boat slips (Public
Docks). The Irvine Company proposes to convey to the City the Public Docks partially
located over Irvine Company owned tidelands (Private Tidelands) and partially located
over State of California tidelands held in trust and managed by the County of Orange
(Public Tidelands) near 201 E. Coast Highway. For the City Council's consideration is the
proposed conveyance agreement, irrevocable offer to dedicate, gift deed, access and
parking easement, bill of sale, and associated documents with TIC, and the proposed
45-year lease agreement with the County of Orange, for use of the public tidelands to
operate the Public Docks.
RECOMMENDATIONS:
a) Determine the City Council has already approved the Mitigated Negative Declaration
No. ND2013-002 (SCH 2O14081044) (MND) that addressed the potential
environmental effects associated with the Project on November 25, 2014. All
significant environmental effects of the Project have been addressed in the MND and
no new or additional impacts will result from the approval of the Conveyance
Agreement, Gift Deed, Access and Parking Easement, Bill of Sale, Irrevocable Offer
of Dedication of Public Walkway, or City's lease with the County of Orange;
b) Authorize the City Manager and City Clerk to execute the Conveyance Agreement
and all associated documents necessary to accept and complete the donation
transaction with The Irvine Company for a portion of the property at 201 East Coast
Highway, in a form substantially similar to the documents prepared by the City
Attorney; and
10-1
Conveyance Agreement with The Irvine Company to Accept a Portion of
the Real Property at 201 East Coast Highway for a Public Dock, and a
Lease Agreement with the County for Use of the Tidelands for the Public Dock
April 25, 2023
Page 2
c) Authorize the City Manager and City Clerk to execute a Lease Agreement with the
County of Orange for City -use of the public tidelands to operate a Public Dock at
Balboa Marina, located at 201 East Coast Highway, in a form substantially similar to
the agreement prepared by the City Attorney.
DISCUSSION:
The Balboa Marina Expansion Project was approved for waterside and landside
improvements by the City Council in 2015. The California Coastal Commission approved
the project in 2017, and resource agency permitting was secured in 2017 as well.
Approval of a lease agreement with the County of Orange for the Public Tidelands was
approved by the Orange County Board of Supervisors on December 20, 2022, subject to
a minor modification regarding an ADA accessibility issue. While TIC is constructing the
entire Balboa Marina Expansion Project at its sole cost and expense, the specific terms
and conditions under which the City would own and maintain the Public Docks, after
completion of such facilities, have not yet been formalized.
Balboa Marina Expansion
The new Public Docks are part of the westerly expansion of the existing Balboa Marina.
Construction of the new Public Docks will be located west of, and adjacent to, the existing
parking lot and will consist of a gangway and 12 public boat slips comprising eight new
boat slips and four boat slips relocated from the existing private marina. In addition, a new
8-foot-wide dedicated public walkway from E. Coast Highway to the new Public Docks
will also be installed to enhance public access and recreational opportunities. The City
will receive a vehicle access and parking easement within the adjacent parking lot in order
to allow the City to maintain and repair the Public Docks.
Proposed Conveyance Agreement
The City and TIC have negotiated the terms of a Conveyance Agreement (Agreement)
(Attachment A) for transfer of the public docks and for the City to accept such transfer,
subject to certain covenants and restrictions.
After TIC's completion of the Public Docks at TIC's sole cost and expense, and the
completion of the other conditions as set forth in the Conveyance Agreement, TIC will
transfer, and the City would accept, the following interests:
(a) The public walkway dedication;
(b) The gift deed for the Private Tidelands;
(c) The easement for vehicle access and parking; and
(d) The bill of sale for the portion of the Public Docks on Public Tidelands.
Additionally, the City would execute a lease with the County of Orange (Attachment B)
for the portion of the Public Docks on Public Tidelands.
10-2
Conveyance Agreement with The Irvine Company to Accept a Portion of
the Real Property at 201 East Coast Highway for a Public Dock, and a
Lease Agreement with the County for Use of the Tidelands for the Public Dock
April 25, 2023
Page 3
The City's use of the Private Tidelands would be subject to the restrictions and
reservations contained in the gift deed, and the City's use of the Public Tidelands would
be subject to the terms and conditions of the County of Orange lease.
FISCAL IMPACT:
It is not anticipated that there will be any funding requirement for acceptance of the
property or for operation and maintenance of the Public Docks during FY 2022-23. Future
expenditures to maintain the Public Docks will be expensed to multiple maintenance and
operations accounts in the Harbor Department.
ENVIRONMENTAL REVIEW:
In accordance with the California Environmental Quality Act (CEQA) set forth in California
Public Resources Code Section 21000, et. seq. and its implementing State regulations
set forth in the California Code of Regulations, Title 14, Division 6, Chapter 3 (CEQA
Guidelines), the Newport Beach City Council approved Mitigated Negative Declaration
No. ND2013-002 (SCH 2O14081044) (MND) that addressed the potential environmental
effects associated with the Project on November 25, 2014. All significant environmental
effects of the Project have been addressed in the MND and no new or additional impacts
will result from the approval of the Conveyance Agreement, Gift Deed, Access and
Parking Easement, Bill of Sale, Irrevocable Offer of Dedication of Public Walkway, or
City's lease with the County of Orange.
NOTICING:
The agenda item has been noticed according to the Brown Act (72 hours in advance of
the meeting at which the City Council considers the item).
ATTACHMENTS:
Attachment A —Conveyance Agreement and All Necessary Documents with The Irvine
Company
Attachment B — Lease Agreement with the County of Orange
Attachment C — Map
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ATTACHMENT A
Conveyance Agreement, Gift Deed, Access and Parking Easement, Bill of Sale, Irrevocable Offer of
Dedication of Public Walkway
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CONVEYANCE AGREEMENT
BETWEEN THE CITY OF NEWPORT BEACH
AND THE IRVINE COMPANY LLC
(Balboa Marina West — Public Docks)
This Conveyance Agreement ( "Agreement ") is made and entered into as of April 25, 2023
(the "Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal
corporation and charter city ( "City ") and THE IRVINE COMPANY LLC, a Delaware limited
liability company ("Company"). City and Company are sometimes referred to herein individually
as a "Party" and collectively as the "Parties."
RECITALS
A. On November 25, 2014, City adopted Resolution No. 2014-99 upholding and affirming the
approval of Mitigated Negative Declaration 2013-002 for a joint project by City and Company
(the "Balboa Marina West Project"), which includes reconfiguring Company's existing private
marina property to construct a new public boat berthing facility (the "Public Docks") which shall
include a gangway and twelve (12) public boat slips (comprising eight (8) new boat slips and four
(4) boat slips relocated from the existing private marina), and constructing a public pedestrian
walkway from E. Coast Highway to the Public Docks (the "Public Walkway").
B. On January 16, 2015, City and Company filed a joint application to the California Coastal
Commission ("CCC") under Application No. 5-15-0087 (the "Application") for the Balboa Marina
West Project, which Application was updated on February 29, 2016.
C. On February 9, 2017, CCC approved the Application (as updated) as Coastal Development
Permit No. 5-15-0087 with certain conditions as more specifically set forth in that certain Notice
of Intent to Issue Permit dated March 16, 2017 (the "Initial CDP"), which Initial CDP was
amended on April 12, 2023 by Coastal Development Permit No. 5-15-0087-Al (together with the
Initial CDP, the "CDP"). As amended, Conditions 15 and 17 of the CDP require that the Public
Walkway Dedication (as defined in Section 3(a) below) and a deed restriction including all the
CDP special conditions (the "Deed Restriction") be executed and recorded prior to City's issuance
of a certificate of occupancy or its equivalent for the Public Docks.
D. The CDP contemplates that the Public Docks will be constructed partly on a portion of
Company's property more particularly described and depicted on Exhibit A-1 and A-2 attached
hereto (the "Company Property"), and partly on a portion of State of California tidelands held in
trust and managed by the County of Orange ("County") more particularly described and depicted
on Exhibits B-1 and B-2 attached hereto (the "Tidelands").
E. Company will initially lease Tidelands from the County for construction of the Public
Docks (the "Company Lease"). Upon completion of the Public Docks and Public Walkway and
their inspection and acceptance by City, Company shall convey and/or dedicate the Public Docks,
Public Walkway, Company Property, and a vehicular access easement as further described herein,
to the City. Concurrently with City's acceptance of the aforesaid conveyance and/or dedication,
City will execute a lease with County for the Tidelands for the operation and maintenance of the
Public Docks (the "City Lease"), which City Lease shall be in the form approved by the County
on December 20, 2023 under County Board of Supervisor Resolution No. 22-160, subject to any
modifications approved by City and County with respect to the Americans with Disabilities Act
783342
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issue as raised by County in such Resolution No. 22-160. The Company Lease, in accordance
with its terms, shall expire and terminate on the effective date of the City Lease.
F. Company desires to proceed with the Balboa Marina West Project, to construct the Public
Docks and the Public Walkway and upon completion of their construction to convey and/or
dedicate the Company Property, the Public Docks, the Public Walkway, and a vehicular access
easement to the City pursuant to the terms and conditions of this Agreement, and City desires to
accept the conveyance and/or dedication of the same pursuant to the terms and conditions of this
Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the above recitals and the mutual covenants set
forth below, City and Company agree as follows:
1. Recitals Incorporated. The above Recitals are true and correct and are incorporated
into this Agreement by this reference.
2. Construction of Public Docks and Public Walkway. Once Company receives all
remaining approvals necessary to commence construction of the Balboa Marina West Project,
including construction of the Public Walkway and the Public Docks, and once Company elects to
proceed with the construction of the Balboa Marina West Project, Company shall construct such
improvements in accordance with improvements plans as submitted to and approved by City and
pursuant to building permits issued by City. The CDP requires Company, prior to obtaining a
certificate of occupancy or its equivalent for the Public Docks, to execute and record the Public
Walkway Dedication and the Deed Restriction in forms that have been approved by the Executive
Director of the CCC. Due to delay by the CCC in approving the forms of Public Walkway
Dedication Easement and Deed Restriction required by Conditions 15 and 17 of the CDP, with no
guarantee these forms will be approved by the CCC prior to completion of the private dock portion
of the Balboa Marina West Project (the "Private Docks"), City shall not withhold issuance of a
permanent or temporary certificate of occupancy or its equivalent for the Private Docks upon
completion of the Private Docks on the sole basis that the City might not yet be authorized to issue
a certificate of occupancy or its equivalent for the Public Docks.
3. Conveyance. Company shall convey and/or dedicate to City the Company
Property, the Public Docks, the Public Walkway, and a vehicular access easement in accordance
with the following terms and conditions:
a) Public Walkway. As required by the CDP, after CCC approves the form of
Irrevocable Offer to Dedicate a Public Access Easement substantially in the form of
Exhibit C attached to this Agreement, subject to any modifications required by the CCC
(the "Public Walkway Dedication"), and prior to City issuance of a certificate of
occupancy or its equivalent for such Public Docks, Company shall dedicate the easement
for the Public Walkway pursuant to the Public Walkway Dedication. Company shall
record the Public Walkway Dedication in the Official Records of Orange County,
California (the "Official Records").
b) Company Property. Upon Company's completion of the Public Docks as
evidenced by City's issuance of a final certificate of occupancy or its equivalent for such
Public Docks, and subject to only those conditions or restrictions that are reasonably
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approved by the City, and City's inspection of and acceptance of the improvements,
Company shall convey to City the Company Property along with the portion of the Public
Docks located therein and attached thereto pursuant to a gift deed in the form of Exhibit
D attached to this Agreement (the "Gift Deed"). Company shall deliver the executed Gift
Deed to City in recordable form within ten (10) business days after Company's receipt of
such certificate of occupancy.
c) Vehicular Access and Parking Easement. Concurrent with conveyance of
the Gift Deed, Company shall convey to City an easement appurtenant to the Company
Property over, across and upon the adjacent portion of Company's property for purpose of
vehicular access to and from East Coast Highway and limited non-public parking, pursuant
to an access and parking easement agreement in the form of Exhibit E attached to this
Agreement (the "Easement"). Company shall deliver the executed Easement to City in
recordable form concurrently with the Gift Deed.
d) Public Dock portion on Tidelands. Concurrent with conveyance of the Gift
Deed, Company shall convey to City the portion of the Public Docks located on the
Tidelands, pursuant to a Bill of Sale in the form of Exhibit F attached to this Agreement
(the "Bill of Sale"). Company shall deliver two (2) counterpart originals of the executed
Bill of Sale to City concurrently with the Gift Deed.
4. City Acceptance and Recordation. Subject to Company's satisfaction of the
conditions precedent set forth herein, City shall, within ten (10) business days after City's receipt
of the executed Gift Deed, Easement, and Bill of Sale from Company pursuant to Section 3 above:
a) Accept or execute, and record Gift Deed and Easement in the Official
Records,
b) Countersign each counterpart original of the Bill of Sale and deliver one (1)
fully -executed original of the Bill of Sale to Company,
c) Execute and record an acceptance of the Public Walkway Dedication in the
Official Records, which acceptance shall specifically reference the Public Walkway
Dedication and which acceptance shall be unconditional,
d) Execute the City Lease and deliver it to County, and
e) Execute or provide any documentation reasonably required by the Clean
Water Act Section 401 Water Quality Standards Certification SARWQCB Project No.
302014-22 permit and Department of the Army Permit No. SPL-2013-00450-GS
(collectively "Permits") to notify those agencies of the transfer of the Public Docks.
5. Conditions Precedent to City's Acceptance. City's acceptance of the conveyances
and/or dedications as provided herein, shall be subject to the satisfaction or written waiver, in
whole or in part, by City of each of the following conditions precedent:
a) Certificate of Occupancy. Company has obtained a certificate of occupancy
for the Public Docks, which certificate shall be final, and subject to only those conditions
or restrictions that are reasonably approved by the City.
78334_2
3 of 7 Conveyance Agreement Balboa Marina West
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b) Release of Liens. Company has delivered to City a copy of the final release
and waiver of liens received by Company (if any) from Company's general contractor and
any subcontractors related to the development and construction of the Public Docks.
Company is responsible for causing the release of any liens recorded against the Public
Docks or Public Walkway to the extent arising out of the construction of such Public
Docks or Public Walkway.
c) Bonds; Warranties. Company has assigned, or caused to be assigned, on a
non-exclusive basis, to City all of Company's bonds (if any), guarantees, and warranties
for products, materials, and workmanship.
d) As-Builts. Company has delivered to City a copy of the final "as -built"
construction documents and specifications for the Public Docks and such other relevant
written documentation regarding final inspections, reports and studies in Company's
possession relating to the development and construction of the Public Docks.
e) Taxes and Assessments. City shall be responsible for any and all general
and special real property taxes and supplemental assessments, if any, for the current fiscal
year; provided, however, that Company shall pay for (i) any such taxes and assessments
applicable to the Public Docks prior to the date of recordation of the Gift Deed, and (ii)
any assessments, special taxes or other payments arising from bonds, contracts, or liens
created by, through or as a result of the efforts or activities of Company.
0 Encumbrances. Unless otherwise approved by City, which approval shall
not be unreasonably withheld, delayed or conditioned, no covenants, conditions,
restrictions, reservations, rights, rights of way, easements and other matters of record or
apparent that have not been previously disclosed to City prior to the date of this Agreement
will encumber the Company Property after the date the Company Property is transferred
to City.
6. Company Representations Regarding the Company Property. Company makes the
following representations with respect to Company Property:
a) To the best of Company's knowledge, as of the date of this Agreement, (i)
Company has not taken any action with respect to the Company Property in violation of
any federal or state hazardous waste laws and is not aware of any Company violations of
such laws with respect to the Company Property, (ii) Company has not received any written
notice currently in effect that a condition on the Company Property violates any federal,
state or local law, ordinance or regulation related to environmental conditions on the
Property, and (iii) there are no pending or threatened lawsuits or governmental actions
specifically involving the condition of the Company Property. Company shall notify City
prior to recordation of the Gift Deed if any of the foregoing representations has changed
between the Effective Date of this Agreement and the recordation date of the Gift Deed.
In the event of such notice by Company to City of a changed representation, and such
changed representation would have a material adverse impact on City's use or operation of
the Company Property or Public Docks, then City and Company shall cooperate in good
faith to resolve such changed representation in a manner reasonably acceptable to
Company and City. The words "to the best of Company's knowledge'•' as used herein shall
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mean the current actual knowledge of Greg Sinks and Dean Kirk, without any duty of
inquiry or investigation.
b) Company is the lawful owner of the Company Property and the Public Dock
Improvements and Company has the right to transfer the same to City, subject to the
exceptions and reservations set forth in the Gift Deed.
c) There are no written contracts, leases or agreements entered into by or under
Company that would be binding on the City with respect to the Company Property or the
Public Docks except as heretofore disclosed in writing by Company to City, and/or which
City has elected to assume pursuant to the terms of this Agreement.
7. Disputes. In the event of any dispute arising under this Agreement, the damaged
Party shall notify the other Party in writing of the damaged Party's contentions by submitting a
claim therefor to the other Party by written notice. The damaged Party shall continue performing
its obligations hereunder so long as the other Party commences to cure such default within thirty
(30) days of service of such notice. Compliance with the provisions of this Section shall be a
condition precedent to any legal action, and such compliance shall not be a waiver of either party's
right to take legal action in the event that the dispute is not cured).
8. No Attorneys' Fees. In the event of any dispute or legal action arising under or
related to this Agreement, the Gift Deed, the Offer of Dedication, or Bill of Sale, the prevailing
party shall not be entitled to a judgment against the other for attorneys' fees, or court or other costs
incurred.
9. Exhibits. Exhibits A through F, which are attached hereto, are incorporated herein
by this reference.
10. Notices. Any notice or communication under this Agreement shall be in writing
and served or delivered (a) personally, (b) by reputable overnight courier that provides a receipt
with a date and time of delivery, or (c) by prepaid, United States certified mail, return receipt
requested, to the address set forth below. Notice shall be deemed given upon (a) personal delivery,
(b) the date and time provided in the overnight courier's receipt, or (c) the date specified in the
certified mail receipt.
If to City: CITY OF NEWPORT BEACH
100 Civic Center Drive
Newport Beach, CA 92660
Attention: Harbor Department
With a copy to: CITY OF NEWPORT BEACH
100 Civic Center Drive
Newport Beach, CA 92660
Attention: City Attorney's Office
If to Company: THE IRVINE COMPANY LLC
550 Newport Center Drive
Newport Beach, CA 92660
Attention: CRC General Manager
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With a copy to: THE IRVINE COMPANY LLC
550 Newport Center Drive
Newport Beach, CA 92660
Attention: General Counsel's Office
Either Party may, from time to time by written notice to the other Party, designate a different
address that shall be substituted in place of the one specified above.
11. Assignment. City shall not assign its rights and obligations hereunder without the
prior written consent of Company, which consent may be withheld by Company in its sole
discretion. If Company transfers the Company Property to an affiliated entity prior to completion
of the Public Docks, Company may assign its rights and obligations hereunder to such affiliated
entity. Except as provided above, this Agreement and the provisions contained herein shall be
binding upon and inure to the benefit of City, Company, and their respective successors and
assigns.
12. Interpretation. The paragraph headings of this Agreement are for reference and
convenience only, are not made part of this Agreement and shall have no effect upon the
construction or interpretation of any part hereof. The provisions of this Agreement shall be
construed in a reasonable manner to implement the purposes of the Parties and of this Agreement.
13. Severability. Each term, covenant, condition or provision of this Agreement is
intended to be severable. If any term, covenant, condition or provision contained in this Agreement
is held to be invalid, void or illegal by any courtof competent jurisdiction, such provision shall be
deemed severable from the remainder of this Agreement and shall in no way affect, impair or
invalidate any other term, covenant, condition or provision contained in this Agreement. If such
term, covenant, condition or provision shall be deemed invalid due to its scope or breadth, such
covenant, condition or other provision shall be deemed valid to the extent of the scope or breadth
permitted by law.
14. Governing_Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of California, and construed as if drafted jointly by City and Company.
15. Authority. The persons executing this Agreement on behalf of each Parry warrant
that (a) they are duly authorized to execute this Agreement on behalf of the Parry for whom they
sign, and (b) by so executing this Agreement, the Party for whom they sign is formally bound to
the provisions of this Agreement.
16. Amendment. This Agreement may be amended at any time by the mutual consent
of the Parties by a written instrument signed by both Parties.
17. Entire Agreement. This Agreement and the Exhibits attached hereto, and the CDP,
represent the entire understanding of City and Company as to the matters contained herein, and no
prior oral or written understanding shall be of any force or effect with respect to the matters
covered in this Agreement.
[Signature Page Follows]
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[Signature Page to Conveyance Agreement]
IN WITNESS WHEREOF, City and Company have caused this Agreement to be executed
by their respective duly authorized officers and representatives as of the date first set forth above.
CITY OF NEWPORT BEACH, THE IRVINE COMPANY LLC,
a California municipal corporation a Delaware limited liability company
By: By:
Grace K. Leung Roger Ploum
City Manager Division President
Corporate Business Properties
Justin Kim
Vice President
Finance & Administration
ATTEST:
Leilani I. Brown
City Clerk
APPROVED S TO FORM:
By:
oni8� 23
ity A?\e*y
Exhibit A-1 -Legal Description of Company Property
Exhibit A-2 - Depiction of Company Property
Exhibit B-1 - Legal Description of Leased Property
Exhibit B-2 - Depiction of Leased Property
Exhibit C - Form of Irrevocable Offer to Dedicate a Public Access Easement
Exhibit D - Form of Gift Deed
Exhibit E - Form of Easement
Exhibit F - Form of Bill of Sale
78334_2
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Exhibit A-1
Legal Description of Company Property
(see attached)
78334_2
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EXHIBIT "A-1"
LEGAL DESCRIPTION
CITY TIDELAND DEDICATION
THAT PORTION OF PARCEL 1 OF PARCEL MAP NO. 93-206, IN THE CITY OF
NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, PER MAP FILED IN
BOOK 289, PAGES 1 THROUGH 7, INCLUSIVE, OF PARCEL MAPS, IN THE OFFICE
OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHERLY TERMINUS OF THAT CERTAIN COURSE HAVING A
BEARING AND DISTANCE OF "NORTH 01045'46" WEST, 100.00 FEET" IN A
WESTERLY LINE OF SAID PARCEL 1;
THENCE, ALONG A NORTHERLY LINE OF SAID PARCEL 1, SOUTH 88°13'14" WEST,
102.92 FEET TO THE POINT OF BEGINNING;
THENCE, CONTINUING ALONG SAID NORTHERLY LINE OF PARCEL 1,
SOUTH 88013'14" WEST, 44.30 FEET TO THE MOST WESTERLY NORTHWESTERLY
CORNER OF SAID PARCEL 1;
THENCE, ALONG THE NORTHWESTERLY LINE OF SAID PARCEL 1,
SOUTH 25050'43" WEST, 69.00 FEET;
THENCE, TRAVERSING THE INTERIOR OF SAID PARCEL 1, THE FOLLOWING
COURSES:
LEAVING SAID NORTHWESTERLY LINE OF PARCEL 1,
SOUTH 64009'17" EAST, 31.07 FEET;
SOUTH 26010'09" EAST, 39.21 FEET;
NORTH 63049'51" EAST, 20.00 FEET;
NORTH 26010'09" WEST, 18.00 FEET;
NORTH 01046'46" WEST, 74.60 FEET;
NORTH 88013'14" EAST, 21.80 FEET TO A LINE PERPENDICULAR TO SAID
NORTHERLY LINE OF PARCEL 1 AND RUNNING THROUGH SAID POINT OF
BEGINNING;
ALONG SAID PERPENDICULAR LINE, NORTH 01°4646" WEST, 12.00 FEET
TO THE POINT OF BEGINNING.
CONTAINING 3923 SQUARE FEET, MORE OR LESS.
U:\2042431240\geomatics\legals\City Tideland Dedication_20230414.doe
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EXHIBIT "A-1"
LEGAL DESCRIPTION
CITY TIDELAND DEDICATION
ALSO AS SHOWN ON EXHIBIT "A-2" ATTACHED HERETO AND HEREBY MADE A
PART HEREOF.
SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS,
EASEMENTS, AND RIGHTS —OF —WAY OF RECORD, IF ANY.
L�NO
# � No. 6086 l x
�k
PREPARED BY:
STANTEC CONSULTING
UNDER THE DIRECTION OF:
'—� a, 0-
S—L"
JAMES 0. STEINES, P.L.S. 6086
APRIL 14, 2023
J.N. 2042 431240
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Exhibit A-2
Depiction of Company Property
(see attached)
78334_2
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LINE TABLE
NO.
BEARING
DISTANCE
L1
S64"09'17"E
31.07'
L2
S26°10'09"E
39.21'
L3
N63°49'51"E
20.00'
L4
N26° 10'09"W
18.00'
L5
N01°46'46"W
74.60'
L6
N88° 13' 14"E
21.80'
L7
N01'46'46"W
12.00'
SCALE: 1" = 100'
EXHIBIT "A-2"
A PORTION OF PARCEL 1 OF P.M. NO. 93-206, P.M.B. 289 / 1-7,
IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA
CITY TIDELAND DEDICATION
MOST W'LY
NW'LY CORNER
OF PARCEL 1
JAMES 0. STEINES, P.L.S. 6086
SHEET 1 OF 1
L
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Exhibit B-1
Legal Description of Leased Property
(see attached)
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EXHIBIT B-1
LEGAL DESCRIPTION
Project: Lower Newport Bay Tideland Leases
Facility No.: HA55D
Parcel No.: 452
That portion of the tide and submerged lands of Newport Bay, in the City of Newport Beach,
County of Orange, State of California, described in the decree of the Superior Court of the
State of California, in and for the County of Orange, in Case No. 20436, recorded May 6, 1926 in
Book 651, Page 72 of Deeds, in the office of the County Recorder of said county, described as
follows:
Beginning at the northwest corner of Lot A of Tract No. 5361, filed in Book 190, Pages 47 and 48
of Miscellaneous Maps, in said County Recorder's Office, said corner also being a point on that
certain line shown as the "Line of Mean High Tide" on said map; thence South 24°56'00" West,
66.03 feet along the northwesterly line of said Lot A and said Line of Mean High Tide; thence
leaving said line, South 8718'31" West, 61.50 feet to a line shown as the "U.S. Pierhead Line" on
said map; thence North 24°56'00" East, 66.03 feet along said U.S. Pierhead Line to the westerly
prolongation of the northerly line of said Lot A; thence North 87°18'31" East, 61.50 feet along said
westerly prolongation to the POINT OF BEGINNING.
Containing 3,598 Square Feet, more or less.
See EXHIBIT B-2 attached and by reference made a part.
APPROVED
Kevin Hills, County Surveyor, L.S. 6617
By: Raymond J. Rivera, L.S. 8324
S. RIV
Date: 11 t NO. 8324
Page 1 of 1
10-18
Exhibit B-2
Depiction of Leased Property
(see attached)
78334_2
10-19
PACIFIC
BAST
I
Newport
Tide and Submerged Lands (R2)
U.S. Pierhead Line
per (R1) L
L1
452 1
L8
Line of Mean High Tide
per (R1)
NW corner of Lot A
Tract No. 5361
F F65.30' (R1)
P.O.B.
NW'LY line of Lot A &
Line of Mean High Tide
per (R1)
LOT A
Tract No. 5361
M.M. 190 / 47-48
S'LY line of
Tract No. 5361
`— N 87-18-31" E 742.23' (R1)
`v 451 CO o
I w
o
(Rr / M P.O.B. Station No. 11 (R1)
Station qper
P.O.B.
Line of MDETAIL (N.T.S.)
per (R1).S. Bulkhead Line
(RI)
0
w
0
0
L1 _ _ -- —
Pierhead Line
per (R 1)
Line of Mean High Tide
per (R1)
N'LY line of Lot A
Tract No. 5361
LOT 3 I
LINE TABLE
LINE
BEARING
DIST.
L1
S 08°14'30" W
31.89'
L2
S 87'18'31" W
55.94'
L3
N 08°14'30" E
49.06'
L4
N 24056'00" E
86.15'
L5
N 87°18'31" E
61.50'
L6
S 24°56'00" W
105.18'
L7
S 24°56'00" W
66.03'
L8
S 87°18'31" W
61.50'
L9
N 24056'00" E
66.03'
L10
N 87°18'31" E
61.50'
REFERENCES:
(R1) = Tract No. 5361, M.M. 190 / 47-48
(R2) = Book 651 Page 72 of Deeds
00
I �SY OF" OC PUBLIC WORKS ID # 2015 - 074 EXHIBIT B -2
(R1) o C) OC SURVEY
" =
RIGHT - OF - WAY SERVICES SCALE: 180' Sheet 1 of 1
�9LIFOR� PROJECT: LOWER NEWPORT BAY (HA55D) LEASE AGREEMENT
10-20
Exhibit C
Form of Irrevocable Offer to Dedicate a Public Access Easement
[attached hereto]
78334_2
10-21
Recording Requested By:
The Irvine Company LLC
550 Newport Center Drive
Newport Beach, CA 92660
When Recorded, Return To:
The Irvine Company LLC
550 Newport Center Drive
Newport Beach, CA 92660
(Space above this line for Recorder's use only)
IRREVOCABLE OFFER TO DEDICATE A PUBLIC ACCESS EASEMENT
(201 E. Coast Highway, Newport Beach, California)
THIS IRREVOCABLE OFFER TO DEDICATE A PUBLIC ACCESS EASEMENT (this
"Offer") is made as of , 202 by THE IRVINE COMPANY LLC, a Delaware
limited liability company ("Owner"), with reference to the following facts:
A. Owner owns the fee simple estate in that certain real property in Orange County,
California that is more particularly described on the attached Exhibit A (the "Property").
B. In connection with Owner's application for a development permit for the Property
(Coastal Development Permit No. 5-15-0087), and as a condition precedent to the issuance of such
permit, Owner is being required to execute and record this Offer.
NOW, THEREFORE:
1. Offer to Dedicate; Revocation. Owner hereby offers to dedicate the easement described
below. Such offer shall be irrevocable for a period of twenty-one (21) years from the date this
Offer is recorded. If such offer is not validly accepted prior to such date, Owner may revoke this
offer by recording a revocation in the official records of Orange County, California, which
revocation shall specifically reference this Offer.
2. Acceptance of Offer. Owner's offer to dedicate the easement described below may be
accepted, at any time before it is revoked, by a public agency or private entity approved by the
Executive Director of the California Coastal Commission, by recording an acceptance in the
official records of Orange County, California, which acceptance shall specifically reference this
Offer and which acceptance shall be unconditional.
3. Establishment of Easement. Upon valid acceptance per Section 2 above, Owner grants to
the State of California a perpetual, non-exclusive easement over that portion of the Property that
is more particularly described on the attached Exhibit B and which is generally depicted on the
attached Exhibit C (the "Easement Area") for the following purpose: public access and
recreational purposes.
75030_2
Page 1 of 4
10-22
4. Rights Reserved; Restrictions on Development. Owner reserves all other rights and uses
with respect to the Easement Area. In addition, Owner shall at all times have the rights (i) to use
the Easement Area in any way that does not unreasonably impair the use of the Easement Area for
the permitted purpose, and (ii) to grant non-exclusive rights on, over, under, upon, and through,
the Easement Area so long as such rights do not unreasonably impair the use of the Easement Area
for the permitted purpose.
However, no development, as defined in section 30106 of the California Coastal Act, shall
occur within the Easement Area, except for development authorized by a valid Coastal
Development Permit (it being acknowledged that Coastal Development Permit No. 5-15-0087
authorizes construction of the public accessway, including paving hardscape, landscape, utilities,
public access amenities, and signage as necessary).
5. Benefit and Burden. This Offer shall run with and burden the Easement Area. All
obligations, terms, conditions, and restrictions imposed by this Offer shall be deemed covenants
and restrictions running with the land, and shall bind and benefit Owner (as the fee owner of the
Easement Area) and all its successors and assigns. This Offer shall benefit the People of the State
of California.
6. Effective Date. This Offer shall become effective on the date it is recorded in the Office
of the County Recorder of Orange County, California (the "Effective Date").
(Signature page follows)
75030_2
Page 2 of 4
10-23
above.
IN WITNESS WHEREOF, Owner has executed this Offer as of the date first set forth
THE IRVINE COMPANY LLC,
a Delaware limited liability company
By:_
Name:
Title:
By:_
Name:
Title:
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 the document.
STATE OF CALIFORNIA )
ss.
COUNTY OF )
On , before me, , a Notary
Public, personally appeared , who proved to me on the basis
of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that
by his/her/their signature(s) on the instrument, the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Notary Public
750302
Page 3 of 4
10-24
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 the document.
STATE OF CALIFORNIA )
) ss.
COUNTY OF )
On , before me, , a Notary
Public, personally appeared , who proved to me on the basis
of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that
by his/her/their signature(s) on the instrument, the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Notary Public
75030_2
Page 4 of 4
10-25
EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
The Property referred to herein below is situated in the City of Newport Beach, County of Orange, State of
California, and is described as follows:
PARCELS 1, 2 AND 3 OF PARCEL MAP NO. 93-206, IN THE NEWPORT BEACH, COUNTY OF
ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 289, PAGES 1 THROUGH
73 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
APN: 440-132-39; 050-451-03; 050-451-60
75030_2
Exhibit A
10-26
EXHIBIT "B"
LEGAL DESCRIPTION
EASEMENT AREA
THOSE PORTIONS OF PARCELS 1, 2 AND 3 OF PARCEL MAP NO. 93-206, IN THE
CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, PER MAP
FILED IN BOOK 289, PAGES 1 THROUGH 7, INCLUSIVE, OF PARCEL MAPS, IN
THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, LYING WITHIN A STRIP
OF LAND 8.00 FEET WIDE, THE CENTERLINE OF WHICH IS DESCRIBED AS
FOLLOWS:
CObMNCING AT THE SOUTHERLY TERMINUS OF THAT CERTAIN COURSE HAVING A
BEARING AND DISTANCE OF "NORTH 01045'46" WEST, 100.00 FEET" IN A
WESTERLY LINE OF SAID PARCEL 1;
THENCE, ALONG A NORTHERLY LINE OF SAID PARCEL 1, SOUTH 88013'14" WEST,
100.02 FEET;
THENCE, LEAVING SAID NORTHERLY LINE OF PARCEL 3, SOUTH 01046'46" EAST,
7.72 FEET TO THE POINT OF BEGINNING;
THENCE, TRAVERSING THE INTERIOR OF SAID PARCELS 1, 2 AND 3, THE
FOLLOWING COURSES:
NORTH 86036'07" EAST, 88.41 FEET;
NORTH 88013'14" EAST, 257.85 FEET TO THE BEGINNING ON A CURVE
CONCAVE NORTHERLY HAVING A RADIUS OF 17.00 FEET;
EASTERLY 10.72 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
36007'44" TO THE BEGINNING OF A REVERSE CURVE CONCAVE SOUTHERLY
HAVING A RADIUS OF 9.00 FEET AND TO WHICH A RADIAL LINE BEARS
NORTH 37054'30" WEST;
EASTERLY 5.68 FEET ALONG SAID REVERSE CURVE THROUGH A CENTRAL
ANGLE OF 36007'44";
NORTH 88013'14" EAST, 88.72 FEET TO THE BEGINNING ON A CURVE
CONCAVE SOUTHERLY HAVING A RADIUS OF 9.00 FEET;
EASTERLY 5.68 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
36007'44" TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHERLY
HAVING A RADIUS OF 17.00 FEET AND TO WHICH A RADIAL LINE BEARS
SOUTH 34020'58" WEST;
EASTERLY 10.72 FEET ALONG SAID REVERSE CURVE THROUGH A CENTRAL
ANGLE OF 36007'44";
NORTH 88013'14" EAST, 75.52 FEET TO THE BEGINNING ON A CURVE
CONCAVE SOUTHERLY HAVING A RADIUS OF 64.00 FEET;
V:\2042\active\2042431200\survey\legals\Public Access Esmt_20220503.doc
1 OF 2
10-27
EXHIBIT "B"
LEGAL DESCRIPTION
EASEMENT AREA
EASTERLY 18.68 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
16043'30" TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHERLY
HAVING A RADIUS OF 1082.75 FEET AND TO WHICH A RADIAL LINE BEARS
SOUTH 14056'44" WEST;
EASTERLY 33.89 FEET ALONG SAID REVERSE CURVE THROUGH A CENTRAL
ANGLE OF 01047'37" TO THE BEGINNING OF A REVERSE CURVE CONCAVE
SOUTHERLY HAVING A RADIUS OF 94.00 FEET AND TO WHICH A RADIAL
LINE BEARS NORTH 13°09'07" EAST;
EASTERLY 22.28 FEET ALONG SAID REVERSE CURVE THROUGH A CENTRAL
ANGLE OF 13034'51" TO THE BEGINNING OF A REVERSE CURVE CONCAVE
NORTHERLY HAVING A RADIUS OF 94.00 FEET AND TO WHICH A RADIAL
LINE BEARS SOUTH 26043'58" WEST;
EASTERLY 46.78 FEET ALONG SAID REVERSE CURVE THROUGH A CENTRAL
ANGLE OF 28030'44";
NORTH 88013'14" EAST, 28.60 FEET;
NORTH 30016'58" WEST, 4.76 FEET TO THE NORTHERLY BOUNDARY OF SAID
PARCEL 3.
THE SIDELINES OF SAID STRIP SHALL BE LENGHTENED OR SHORTENED TO END AT
SAID NORTHERLY BOUNDARY OF PARCEL 3.
ALSO AS SHOWN ON EXHIBIT "C" ATTACHED HERETO AND HEREBY MADE A PART
HEREOF.
SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS,
EASEMENTS, AND RIGHTS —OF —WAY OF RECORD, IF ANY.
PREPARED BY: STANTEC CONSULTING
UNDER THE DIRECTION OF:
')a-0- S-t--
JAMES 0. STEINES, P.L.S. 6086
MAY 3, 2022
J.N. 2042 431240
V:\2042\active\2042431200\survey\legals\Public Access Esmt 20220503.doc
2 OF 2
10-28
EXHIBIT "C"
PORTIONS OF PARCELS 1, 2 AND 3 OF P.M. NO. 93-206, P.M.B. 289 / 1-7,
IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA
EASEMENT AREA
Co JAMES 0. STONES, P.L.S. 6086
qST y
o ��yw
P.O.C. l 0 N37'54'30"W
_ �Y
SCALE: 1 " = 100' — — — — N'
oU' (RAD) P.R.C. cc OF Y BOUNDARY
S88° 13' 14"W o co PARCEL 3
147.22' C2 C2 C3
L1 _ _ -- — — L3 L4 C4 �� —
__� L2 N88' 13' 14"E 257.85 I C 1 C 1
S34°20'58"WWS14'56'44"\J I C6 L5
U� P.O.B. (RAD) P.R.C. (RAD) P.R.C. L_S26`43'58"W
PARCEL 1 PARCEL 2 _N13'09'07"�' (RAD) P.R.C.
Q�Q.O� (RAD) P.R.C.
Q�
J= PARCEL 3
P.M. NO. 93-206
LINE TABLE
NO.
BEARING
DISTANCE
L1
S01'46'46"E
7.72'
L2
N86°36'07"E
88.41'
L3
N88° 13' 14"E
88.72'
L4
N88° 13' 14"E
75.52'
15
N88° 13' 14"E
28.60'
L6 I
N30°16'58"W
4.76'
PARCEL 4
CURVE TABLE
NO.
RADIUS
DELTA
LENGTH
Cl
17.00'
36'07'44"
10.72'
C2
9.00'
36°07'44"
5.68'
C3
64.00'
16'43'30"
18.68'
C4
1082.75'
01°47'37"
33.89'
C5
94.00'
13'34'51 "
22.28'
C6
94.00'
28-30-44"
46.78'
P.M.B. 289 / 1-7
SHEET 1 OF 1
AC ENO
PARCEL 5
200 \drawing \exhibi t_files \431200V—
10-2
Exhibit D
Form of Gift Deed
[attached hereto]
78334_2
10-30
RECORDING REQUESTED BY AND
WHEN RECORDED, MAIL TO:
City Clerk
City of Newport Beach
100 Civic Center Drive
Newport Beach, California 92660
WITH A CONFORMED COPY TO:
The Irvine Company LLC
550 Newport Center Drive
Newport Beach, CA 92660
Attn: General Counsel's Office
SPACE ABOVE THIS LINE FOR RECORDER'S USE
Parcel No. 050-451-01
THE UNDERSIGNED GRANTOR DECLARES: This document is recorded at the request of and for the benefit of the
City of Newport Beach, and therefore is exempt from the payment of a recording fee pursuant to California Government
Code§§ 6103 and 27383 and from payment of documentary transfer tax pursuant to California Revenue and Taxation Code
§ 11922.
GIFT DEED
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, THE
IRVINE COMPANY LLC, a Delaware limited liability company ("Grantor"), hereby GIFTS in
fee simple interest ("Gifts" or "Deeds") to the CITY OF NEWPORT BEACH, a California
municipal corporation and charter city (hereinafter referred to as "City"), the portion of property
located at 201 East Coast Highway, Newport Beach, California as more particularly described in
Exhibit "A" and depicted in Exhibit `B" which are attached hereto and incorporated herein by this
reference (the "Property"). The Property shall include the new public dock improvements
constructed by Grantor (the "Public Dock Improvements"). Grantor and City are sometimes
hereinafter referred to collectively as the "Parties".
THE PROPERTY IS CONVEYED TO CITY SUBJECT TO THE FOLLOWING:
1. CONDITION OF TITLE. The Property shall be transferred to and accepted by
City subject to the following:
(a) General and special real property taxes and supplemental assessments, if
any, for the current fiscal year; provided, however, that Grantor shall pay for (i) any such taxes
and assessments applicable to the Property prior to the date of recordation of this Gift Deed, and
(ii) any assessments, special taxes or other payments arising from bonds, contracts, or liens created
by, through or as a result of the efforts or activities of Grantor.
78356_2
Gift Deed
Property Adjacent to Balboa Marina
10-31
(b) All covenants, conditions, restrictions, reservations, rights, rights of way,
easements and other matters of record or apparent other than monetary liens created by Company,
including, without limitation, usual and customary exceptions to title insurance consistent with
ALTA policies with Regional Exceptions (Standard Coverage) issued by First American Title
Insurance Company in Orange County, California, as identified on the Commitment for Title
Insurance under File No. NCS-1144568-SA1 last revised on , 2023 attached
hereto as Exhibit "C", and that certain Deed Restriction in favor of the California Coastal
Commission dated , and recorded in the Official Records of Orange County,
California on as Instrument No.
2. RESERVATIONS. The Property shall be accepted by City subject to the following
reservations in favor of Grantor, its successors and assigns, together with the right (without the
consent of City or any other owner of an interest in the Property) to grant, transfer, license or
otherwise convey all or a portion of the same to one or more grantees, transferees or licensees:
(a) A reservation of any and 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 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
or mine from 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 hereof, and to re -drill, re -tunnel,
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.
(b) A reservation of permanent nonexclusive easements appurtenant to adjacent
slopes, whether owned by Grantor or a third party, on, over, under and across the Property, for
access to and from such slopes as reasonably necessary to perform dredging, repair and maintenance
thereof in connection with the use and operation of property adjacent to the Property; provided,
however, that (i) the exercise of such rights shall not unreasonably interfere with City's reasonable
use and enjoyment of the Property, and (ii) any party that enters the Property in the exercise of the
easements reserved herein shall (A) use reasonable efforts to minimize damage to any
improvements affected by such entry, (B) promptly repair and restore at its cost any damage caused
by such entry, as nearly as practicable, to the condition which existed prior to such entry, and (C)
defend, indemnify, protect and hold harmless City, its City Council, boards, commissions, officers,
agents, and employees ("Indemnitees") from all losses, claims, liens, suits, costs, damages,
expenses (including actual attorneys' fees), liabilities and actions of any name, kind or description
("Claim" or "Claims' ), whether incurred by or made against any Indemnitee or made by any third
party, arising out of or related to injuries to or death of any person or damage to any property
resulting from or caused by use of the easement (as well as any activity related to or connected with
said use) by Grantor, its employees, contractors, and agents. Grantor's indemnity obligation shall
not extend to any Claim arising from the sole negligence or willful misconduct of the Indemnitees.
This indemnity obligation shall apply to all claims and liability regardless of whether any insurance
policies are applicable and the policy limits of any such insurance policies shall not act as a
limitation upon the amount of indemnification to be provided.
783562
2 Gift Deed
Property Adjacent to Balboa Marina
10-32
(c) A reservation of permanent nonexclusive easements appurtenant to adjacent
slopes, whether owned by Grantor or a third parry, on, over, under and across the Property, for
storm water draining naturally from such slopes.
(d) A reservation of permanent nonexclusive easements on, over, under and
across the Property, to access adjacent dock facilities of Grantor and its successors, and to install,
use, maintain, repair and replace utility facilities, lighting and signs serving such adjacent dock
facilities and the access thereto; provided, however, that (i) the design, installation, and
construction of the utility facilities, lighting and signs shall be subject to the review, approval, and
applicable permits of the City, (ii) the exercise of such rights shall not unreasonably interfere with
City's reasonable use and enjoyment of the Property, and (iii) any party that enters the Property in
the exercise of the easements reserved herein shall (A) use reasonable efforts to minimize damage
to any improvements affected by such entry, (B) promptly repair and restore at its cost any damage
caused by such entry, as nearly as practicable, to the condition which existed prior to such entry,
and (C) defend, indemnify, protect and hold harmless Indemnitees from all Claims, whether
incurred by or made against any Indemnitee or made by any third party, arising out of or related
to injuries to or death of any person or damage to any property resulting from or caused by use of
the easement (as well as any activity related to or connected with said use) by Grantor, its
employees, contractors, and agents. Grantor's indemnity obligation shall not extend to any Claim
arising from the sole negligence or willful misconduct of the Indemnitees. This indemnity
obligation shall apply to all claims and liability regardless of whether any insurance policies are
applicable and the policy limits of any such insurance policies shall not act as a limitation upon
the amount of indemnification to be provided.
(e) A reservation of a temporary, non-exclusive easement on, over, under and
across the Property, to perform any post -construction monitoring or mitigation requirements of the
Permits, as defined below; provided, however, that (i) the exercise of such rights shall not
unreasonably interfere with City's reasonable use and enjoyment of the Property, and (ii) any party
that enters the Property in the exercise of the easements reserved herein shall (A) use reasonable
efforts to minimize damage to any improvements affected by such entry, (B) promptly repair and
restore at its cost any damage caused by such entry, as nearly as practicable, to the condition which
existed prior to such entry, and (C) defend, indemnify, protect and hold harmless Indemnitees from
all Claims, whether incurred by or made against any Indemnitee or made by any third party, arising
out of or related to injuries to or death of any person or damage to any property resulting from or
caused by use of the easement (as well as any activity related to or connected with said use) by
Grantor, its employees, contractors, and agents. Grantor's indemnity obligation shall not extend to
any Claim arising from the sole negligence or willful misconduct of the Indemnitees. This
indemnity obligation shall apply to all claims and liability regardless of whether any insurance
policies are applicable and the policy limits of any such insurance policies shall not act as a
limitation upon the amount of indemnification to be provided.
3. COVENANTS. The Property shall be accepted by City subject to the following
covenants (the "Covenants"):
(a) The Property may only be used solely for purposes of either open space or
a boat berthing facility for free, public, transient use in compliance with all applicable requirements
of Coastal Development Permit No. 5-15-0087 (most recently amended on April 12, 2023 CDP
78356_2
3 Gift Deed
Property Adjacent to Balboa Marina
10-33
No. 5-15-0087-A1), Clean Water Act Section 401 Water Quality Standards Certification
SARWQCB Project No. 302014-22 (most recently amended October 6, 2016), and Department of
the Army Permit No. SPL-2013-00450-GS (most recently amended September 1, 2022), each as
may be further amended (collectively the "Permits");
(b) City shall not permit the Property to be used for storage, fishing, overnight
berthing or holding tank pump out purposes;
(c) Grantor will have the right to review and comment on future improvement
plans and signage for the Property;
(d) City will not require Grantor to provide, directly or indirectly, parking
related to public use of the Property;
(e) City will maintain the Property in a safe and attractive condition; and
(f) City will not abandon the Property nor transfer it or any portion of it to a
third party without Grantor's prior written consent, which consent will not be withheld if the
transfer is to another public entity for uses in compliance with these Covenants.
4. MATTERS RELATED TO COVENANTS.
(a) Amendment. The Covenants may be amended by mutual agreement of
Grantor and City. Any amendment must be recorded in the recorder's Office, County of Orange,
California.
(b) Term. The Covenants shall run with and bind the Property and shall inure
to the benefit of and be enforceable by Grantor, its successors and assigns, in perpetuity, unless
Grantor records a declaration terminating the Covenants.
(c) Default and Remedies. In the event of any breach, violation or failure to
comply with any of the Covenants which has not been cured within thirty (30) days after written
notice from Grantor to do so (or if any such breach, violation or failure cannot be fully cured within
such thirty (30) day period, then upon failure of City to commence such cure to Grantor's reasonable
satisfaction), then Grantor in its sole and absolute discretion may enforce any other rights or
remedies to which Grantor may be entitled by law or equity, other than the remedy of damages. It
is recognized that a violation by City of one or more of the Covenants may cause Grantor to suffer
material injury or damage not compensable in money and that Grantor shall be entitled to bring an
action in equity or otherwise for specific performance to enforce compliance with the Covenants or
an injunction to enjoin the continuance of any such breach or violation thereof.
(d) Waiver. No waiver by Grantor of a breach of any of the Covenants and no
delay or failure to enforce any of the Covenants shall be construed or held to be a waiver of any
succeeding or preceding breach of the same or any other restrictions or conditions. No waiver of
any breach or failure of any of the Covenants shall be implied from any omission by Grantor to
take any action on account of such breach of failure if such breach or failure persists or is repeated,
and no express waiver shall affect a breach or failure other than as specified in said waiver. The
consent or approval by Grantor to or of any act by City requiring Grantor's consent or approval
783562
4 Gift Deed
Property Adjacent to Balboa Marina
10-34
shall not be deemed to waive or render unnecessary Grantor's consent or approval to or of any
subsequent similar acts by City.
(e) Cost of Enforcement. In the event any declaratory or other legal or
equitable action or proceeding shall be instituted between Grantor and City to enforce any
provisions of these Covenants, the party prevailing in such action shall be entitled to recover from
the losing party or parties its costs and expenses, including court costs and reasonable attorneys'
fees.
5. MISCELLANEOUS.
(a) Effect of Acceptance. Acceptance by City of this Gift Deed shall constitute
City's agreement to be bound by all of the terms, conditions, restrictions, exclusions and
reservations included in this Gift Deed.
(b) Captions. The captions used herein are for convenience only and are not a
part of this instrument and do not in any way limit or amplify the scope of interest of the terms and
provisions hereof.
(c) BindingEffect. ffect. Except as otherwise provided herein, all terms, conditions,
restrictions, exclusions and reservations of this Gift Deed, and the acquisition of all or any portion
of the Property by acceptance thereof, shall be binding upon and inure to the benefit of City's
successors and assigns.
(d) Application to Grantor. Notwithstanding anything herein contained to the
contrary, if Grantor reacquires title to the Property or any portion thereof, the Covenants herein
shall automatically cease and terminate as to such reacquired property and be of no further force or
effect as to Grantor or such Successor. The term "Grantor" shall also mean and include any
"Successor" of Grantor, which term is used in this Gift Deed to mean and refer to: (i) any person
or entity which acquires ten percent (10%) or more of the assets of Grantor; (ii) any division,
subsidiary, group, operating Grantor or wholly -owned entity of Grantor; (iii) any Real Estate
Investment Trust or other entity formed by or through the efforts of Grantor; (iv) any entity resulting
from a merger with or an acquisition by or of Grantor; and (v) any person or entity owning the
majority of stock or other ownership interest in either Grantor or any entity described in (i) through
(iv).
[signatures on following page]
78356_2
Gift Deed
Property Adjacent to Balboa Marina
10-35
IN WITNESS WHEREOF, the undersigned has executed this Gift Deed as of the date
set forth below. This Gift Deed shall not be effective for any purpose unless and until the
Acceptance below has been duly executed by City.
Date:
[li.7'l►Y 0] ti
THE IRVINE COMPANY LLC,
a Delaware limited liability company
UA
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 , 20_, before me, a Notary Public,
personally appeared , who proved to me on the basis of satisfactory
evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me
that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s)
on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph
is true and correct.
WITNESS my hand and official seal.
(SEAL)
Notary Public
783562
6 Gift Deed
Property Adjacent to Balboa Manna
10-36
ACCEPTANCE
I, Grace K. Leung, City Manager of the City of Newport Beach, a California municipal corporation
and charter city, hereby accept on behalf of the City of Newport Beach the fee simple interest in a
portion of property located at 201 E. Coast Highway, Newport Beach, California conveyed by The
Irvine Company, LLC, a Delaware limited liability company, by the Gift Deed dated
, 20 and consent to the recordation of the Gift Deed and this Acceptance
pursuant to authority conferred by Resolution No. 1992-82 of the City Council of the City of
Newport Beach adopted July 27, 1992.
APPROVED AS TO FORM:
Date:
By:
Aaron C. Harp
City Attorney
CITY OF NEWPORT BEACH,
A California municipal corporation
Date:
By:
Grace K. Leung
City Manager
ATTEST:
Date:
By:
Leilani I. Brown
City Clerk
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 , 20_, before me, , a Notary Public,
personally appeared , who proved to me on the basis of satisfactory
evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me
that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s)
on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph
is true and correct.
WITNESS my hand and official seal.
(SEAL)
Notary Public
783562
7
Gift Deed
Property Adjacent to Balboa Marina
10-37
78356_2
LEGAL DESCRIPTION OF PROPERTY
[see attached]
Exhibit "A" Exhibit "A„ to
Gift Deed
Property Adjacent to Balboa Marina
10-38
EXHIBIT "A"
LEGAL DESCRIPTION
CITY TIDELAND DEDICATION
THAT PORTION OF PARCEL 1 OF PARCEL MAP NO. 93-206, IN THE CITY OF
NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, PER MAP FILED IN
BOOK 289, PAGES 1 THROUGH 7, INCLUSIVE, OF PARCEL MAPS, IN THE OFFICE
OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHERLY TERMINUS OF THAT CERTAIN COURSE HAVING A
BEARING AND DISTANCE OF "NORTH 0104546" WEST, 100.00 FEET" IN A
WESTERLY LINE OF SAID PARCEL 1;
THENCE, ALONG A NORTHERLY LINE OF SAID PARCEL 1, SOUTH 88°13'14" WEST,
102.92 FEET TO THE POINT OF BEGINNING;
THENCE, CONTINUING ALONG SAID NORTHERLY LINE OF PARCEL 1,
SOUTH 88013'14" WEST, 44.30 FEET TO THE MOST WESTERLY NORTHWESTERLY
CORNER OF SAID PARCEL 1;
THENCE, ALONG THE NORTHWESTERLY LINE OF SAID PARCEL 1,
SOUTH 25050'43" WEST, 69.00 FEET;
THENCE, TRAVERSING THE INTERIOR OF SAID PARCEL 1, THE FOLLOWING
COURSES:
LEAVING SAID NORTHWESTERLY LINE OF PARCEL 1,
SOUTH 64009'17" EAST, 31.07 FEET;
SOUTH 26010'09" EAST, 39.21 FEET;
NORTH 63049'51" EAST, 20.00 FEET;
NORTH 26010'09" WEST, 18.00 FEET;
NORTH 01046'46" WEST, 74.60 FEET;
NORTH 88013'14" EAST, 21.80 FEET TO A LINE PERPENDICULAR TO SAID
NORTHERLY LINE OF PARCEL 1 AND RUNNING THROUGH SAID POINT OF
BEGINNING;
ALONG SAID PERPENDICULAR LINE, NORTH 01°46'46" WEST, 12.00 FEET
TO THE POINT OF BEGINNING.
CONTAINING 3923 SQUARE FEET, MORE OR LESS.
U:\2042431240\geomatics\legals\City Tideland i)edication 20230414.doc
1 OF 2
10-39
EXHIBIT "A"
LEGAL DESCRIPTION
CITY TIDELAND DEDICATION
ALSO AS SHOWN ON EXHIBIT "B" ATTACHED HERETO AND HEREBY MADE A PART
HEREOF.
SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS,
EASEMENTS, AND RIGHTS —OF —WAY OF RECORD, IF ANY.
PREPARED BY: STANTEC CONSULTING
Dr1PLLA UNDER THE DIRECTION OF:
O. STF SG9
O 2N Oi l
* No.6086 .x
JAMES 0. STEINES, P.L.S. 6086
APRIL 14, 2023
J.N. 2042 431240
U:\2042431240\geomatics\legals\City Tideland Dedication_20230414.doc
2 OF 2
10-40
783562
DEPICTION OF PROPERTY
[see attached]
Exhibit "B" Exhibit „B" to
Gift Deed
Property Adjacent to Balboa Marina
10-41
LINE TABLE
NO.
BEARING
DISTANCE
L1
S64`09'17"E
31.07'
L2
S26°10'09"E
39.21'
L3
N63'49'51 "E
20.00'
L4
N26°10'09"W
18.00'
L5
N01°46'46"W
74.60'
L6
N88° 13' 14"E
21.80'
L7
N01°46'46"W
12.00'
SCALE: 1 " = 100'
EXHIBIT "B"
A PORTION OF PARCEL 1 OF P.M. NO. 93-206, P.M.B. 289 / 1-7,
IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA
CITY TIDELAND DEDICATION
MOST W'LY
NW'LY CORNER
OF PARCEL 1
JAMES 0. STEINES, P.L.S. 6086
SHEET 1 OF 1
co
qsr�
H�c'ftAY �
L
431200V-MX7003,
10-42
79356_2
TITLE COMMITMENT FOR PROPERTY
[see attached]
Exhibit "C" Exhibit "C" to
Gift Deed
Property Adjacent to Balboa Marina
10-43
q45={r: ALTA Commitment for Title Insurance
First American ISSUED BY
Commitment First American Title Insurance Company
File No: NCS-1144568-SA1
COMMITMENT FOR TITLE INSURANCE
Issued By
FIRST AMERICAN TITLE INSURANCE COMPANY
NOTICE
IMPORTANT -READ CAREFULLY: THIS COMMITMENT IS AN OFFER TO ISSUE ONE OR MORE TITLE INSURANCE
POLICIES. ALL CLAIMS OR REMEDIES SOUGHT AGAINST THE COMPANY INVOLVING THE CONTENT OF THIS
COMMITMENT OR THE POLICY MUST BE BASED SOLELY IN CONTRACT.
THIS COMMITMENT IS NOT AN ABSTRACT OF TITLE, REPORT OF THE CONDITION OF TITLE, LEGAL OPINION,
OPINION OF TITLE, OR OTHER REPRESENTATION OF THE STATUS OF TITLE. THE PROCEDURES USED BY THE
COMPANY TO DETERMINE INSURABILITY OF THE TITLE, INCLUDING ANY SEARCH AND EXAMINATION, ARE
PROPRIETARY TO THE COMPANY, WERE PERFORMED SOLELY FOR THE BENEFIT OF THE COMPANY, AND CREATE NO
EXTRACONTRACTUAL LIABILITY TO ANY PERSON, INCLUDING A PROPOSED INSURED.
THE COMPANY'S OBLIGATION UNDER THIS COMMITMENT IS TO ISSUE A POLICY TO A PROPOSED INSURED
IDENTIFIED IN SCHEDULE A IN ACCORDANCE WITH THE TERMS AND PROVISIONS OF THIS COMMITMENT. THE
COMPANY HAS NO LIABILITY OR OBLIGATION INVOLVING THE CONTENT OF THIS COMMITMENT TO ANY OTHER
PERSON.
COMMITMENT TO ISSUE POLICY
Subject to the Notice; Schedule B, Part I -Requirements; Schedule B, Part II -Exceptions; and the Commitment Conditions,
FirstAmerican Title Insurance Company, a Nebraska Corporation (the "Company"), commits to issue the Policy
according to the terms and provisions of this Commitment. This Commitment is effective as of the Commitment Date
shown in Schedule A for each Policy described in Schedule A, only when the Company has entered in Schedule A both the
specified dollar amount as the Proposed Policy Amount and the name of the Proposed Insured.
If all of the Schedule B, Part I -Requirements have not been met within six months after the Commitment Date, this
Commitment terminates and the Company's liability and obligation end.
FIRST A►ii9ERICAN TITLE INSURANCE COMPANY
P{
By:—/,z
By.
Kenneth D. DeUiorgi'o, President Lisa.W. C:ornehl, Secretary
If this jacket was created electronically, it constitutes an original document.
This page is only a part of a 2016 AL TAO Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not
valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I -Requirements; Schedule B, Part
II -Exceptions.
Copyright 2006-2016 American Land Title Association. All rights reserved.
The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses
are prohibited. Reprinted under license from the American Land Title Association.
Form 50003700 (8 23 18) Page 1 of 13 ALTA Commitment for Title Insurance (8-1-16) 10-44
California
COMMITMENT CONDITIONS
1. DEFINITIONS
(a) "Knowledge" or "Known": Actual or imputed knowledge, but not constructive notice imparted by the Public Records.
(b) "Land": The land described in Schedule A and affixed improvements that by law constitute real property. The term "Land"
does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or
easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but this does not modify or limit the extent
that a right of access to and from the Land is to be insured by the Policy.
(c) "Mortgage": A mortgage, deed of trust, or other security instrument, including one evidenced by electronic means authorized
by law.
(d) "Policy": Each contract of title insurance, in a form adopted by the American Land Title Association, issued or to be issued by
the Company pursuant to this Commitment.
(e) "Proposed Insured": Each person identified in Schedule A as the Proposed Insured of each Policy to be issued pursuant to this
Commitment.
(f) "Proposed Policy Amount": Each dollar amount specified in Schedule A as the Proposed Policy Amount of each Policy to be
issued pursuant to this Commitment.
(g) "Public Records": Records established under state statutes at the Commitment Date for the purpose of imparting constructive
notice of matters relating to real property to purchasers for value and without Knowledge.
(h) "Title": The estate or interest described in Schedule A.
2. If all of the Schedule B, Part I —Requirements have not been met within the time period specified in the Commitment to Issue
Policy, this Commitment terminates and the Company's liability and obligation end.
3. The Company's liability and obligation is limited by and this Commitment is not valid without:
(a) the Notice;
(b) the Commitment to Issue Policy;
(c) the Commitment Conditions;
(d) Schedule A;
(e) Schedule B, Part I —Requirements; and
(f) Schedule B, Part II —Exceptions.
4. COMPANY'S RIGHT TO AMEND
The Company may amend this Commitment at any time. If the Company amends this Commitment to add a defect, lien,
encumbrance, adverse claim, or other matter recorded in the Public Records prior to the Commitment Date, any liability of the
Company is limited by Commitment Condition 5. The Company shall not be liable for any other amendment to this Commitment.
S. LIMITATIONS OF LIABILITY
(a) The Company's liability under Commitment Condition 4 is limited to the Proposed Insured's actual expense incurred in the
interval between the Company's delivery to the Proposed Insured of the Commitment and the delivery of the amended
Commitment, resulting from the Proposed Insured's good faith reliance to:
(i) comply with the Schedule B, Part I —Requirements;
(ii) eliminate, with the Company's written consent, any Schedule B, Part II —Exceptions; or
(iii) acquire the Title or create the Mortgage covered by this Commitment.
(b) The Company shall not be liable under Commitment Condition 5(a) if the Proposed Insured requested the amendment or had
Knowledge of the matter and did not notify the Company about it in writing.
(c) The Company will only have liability under Commitment Condition 4 if the Proposed Insured would not have incurred the
expense had the Commitment included the added matter when the Commitment was first delivered to the Proposed Insured.
(d) The Company's liability shall not exceed the lesser of the Proposed Insured's actual expense incurred in good faith and
described in Commitment Conditions 5(a)(i) through 5(a)(iii) or the Proposed Policy Amount.
(e) The Company shall not be liable for the content of the Transaction Identification Data, if any.
(f) In no event shall the Company be obligated to issue the Policy referred to in this Commitment unless all of the Schedule B,
Part I —Requirements have been met to the satisfaction of the Company.
(g) In any event, the Company's liability is limited by the terms and provisions of the Policy.
This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not
valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I -Requirements; Schedule B, Part
II -Exceptions
Copyright 2006-2016 American Land Title Association. All rights reserved.
The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses
are prohibited. Reprinted under license from the American Land Title Association.
50003700 (8-23-18) IPage 2 of 13 I ALTA Commitment for Title Insurance (8-1-16)I10-45
California
6. LIABILITY OF THE COMPANY MUST BE BASED ON THIS COMMITMENT
(a) Only a Proposed Insured identified in Schedule A, and no other person, may make a claim under this Commitment.
(b) Any claim must be based in contract and must be restricted solely to the terms and provisions of this Commitment.
(c) Until the Policy is issued, this Commitment, as last revised, is the exclusive and entire agreement between the parties with
respect to the subject matter of this Commitment and supersedes all prior commitment negotiations, representations, and
proposals of any kind, whether written or oral, express or implied, relating to the subject matter of this Commitment.
(d) The deletion or modification of any Schedule B, Part II —Exception does not constitute an agreement or obligation to provide
coverage beyond the terms and provisions of this Commitment or the Policy.
(e) Any amendment or endorsement to this Commitment must be in writing and authenticated by a person authorized by the
Company.
(f) When the Policy is issued, all liability and obligation under this Commitment will end and the Company's only liability will be
under the Policy.
7. IF THIS COMMITMENT HAS BEEN ISSUED BY AN ISSUING AGENT
The issuing agent is the Company's agent only for the limited purpose of issuing title insurance commitments and policies. The
issuing agent is not the Company's agent for the purpose of providing closing or settlement services.
8. PRO -FORMA POLICY
The Company may provide, at the request of a Proposed Insured, a pro -forma policy illustrating the coverage that the Company
may provide. A pro -forma policy neither reflects the status of Title at the time that the pro -forma policy is delivered to a Proposed
Insured, nor is it a commitment to insure.
9. ARBITRATION
Arbitration provision intentionally removed.
This page is only a part of a 2016 AL TA® Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not
valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A. Schedule S. Part I -Requirements; Schedule B, Part
II -Exceptions
Copyright 2006-2016 American Land Title Association. All rights reserved.
The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses
are prohibited. Reprinted under license from the American Land Title Association.
50003700 (8-23-18) IPage 3 of 13 I ALTA Commitment for Title Insurance (8.1.16)I 10-46
ican ALTA Commitment for Title Insurance
t •r�
' stA ' ISSUED BY
Schedule A First American Title Insurance Company
File No: NCS-1144568-SA1
Transaction Identification Data for reference only;
Issuing Agent: First American Title Insurance Company National Issuing Office: 18500 Von Karman Ave, Suite 600,
Commercial Services Irvine, CA 92612
Commitment No.: NCS-1144568-SAl Issuing Office File No.: NCS-1144568-SA1
Property Address: 151 and 201 East Coast Highway, Newport Escrow Officer/Assistant: /
Beach, County of Orange, CA
Reference No.: Balboa Marina
Phone: /
Revision No.: i. Updated Febraury 21, 2023; Amended April 17, Email: /
2023
Title Officer/Assistant: Devon Boyles/Andrew Nhim
Phone:(949)885-2453/(949)885-2447
Email: dboyies@firstam.com/anhim@firstam.com
SCHEDULE A
1. Commitment Date: April 06, 2023 at 7:30 AM
2. Policy to be issued:
(a) ❑ To Be Determined
Proposed Insured: To Be Determined
Proposed Policy Amount: $ To Be Determined
(b) ❑ To Be Determined
Proposed Insured: To Be Determined
Proposed Policy Amount: $ To Be Determined
(c) ❑ 2006 ALTA® Policy
Proposed Insured:
Proposed Policy Amount: $
3. The estate or interest in the Land described or referred to in this Commitment is
Fee Simple
4. The Title is, at the Commitment Date, vested in:
The Irvine Company LLC, a Delaware limited liability company
5. The Land is described as follows:
See Exhibit "A" attached hereto and made a part hereof
This page is only a part of 2016ALTAO Commitment for Title Insurance issued by FirstAmencan Title Insurance Companyv, This Commitment is not
valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions, Schedule A, Schedule 8, Part I -Requirements; Schedule B, Part
II -Exceptions
Copyright 2006-2016 American Land Title Association. All rights reserved.
The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses
are prohibited. Reprinted under license from the American Land Title Association.
F77 T 003700 (8-23-18Page 4 of 13 ALTA Commitment for Title Insurance (8-1-") 10-47
California
ALTA Commitment for Title Insurance
y n a
First `r
ISSUED BY
Schedule BI & BII First American Title Insurance Company
File No: NCS-1144568-SAl
Commitment No.: NCS-1144568-SAl
SCHEDULE B, PART I
Requirements
All of the following Requirements must be met:
A. The Proposed Insured must notify the Company in writing of the name of any party not referred to in
this Commitment who will obtain an interest in the Land or who will make a loan on the Land. The
Company may then make additional Requirements or Exceptions.
B. Pay the agreed amount for the estate or interest to be insured.
C. Pay the premiums, fees, and charges for the Policy to the Company.
D. Documents satisfactory to the Company that convey the Title or create the Mortgage to be insured,
or both, must be properly authorized, executed, delivered, and recorded in the Public Records.
E. Releases(s) or Reconveyance(s) of Item(s): None
F. Other: None
G. You must give us the following information:
a. Any off record leases, surveys, etc.
b. Statement(s) of Identity, all parties.
c. Other: None
The following additional requirements, as indicated by "V, must be met:
[X] H. Provide information regarding any off -record matters, which may include, but are not
limited to: leases, recent works of improvement, or commitment statements in effect
under the Environmental Responsibility Acceptance Act, Civil Code Section 850, et seq.
The Company's Owner's Affidavit form (as provided by the company) must be completed
and submitted prior to close in order to satisfy this requirement. This Commitment will
then be subject to such further exceptions and/or requirements as may be deemed
necessary.
[] I. An ALTA/NSPS survey of recent date, which complies with the current minimum standard
detail requirements for ALTA/NSPS land title surveys, must be submitted to the Company
for review. This Commitment will then be subject to such further exceptions and/or
requirements as may be deemed necessary.
This page is only a part of a 2016 ALTAO Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not
valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A, Schedule 8, Part I -Requirements; Schedule 8, Part
II -Exceptions
Copyright 2006-2016 American Land Title Association. All rights reserved.
The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses
are prohibited. Reprinted under license from the American Land Title Association.
50003700 (8-23-18) IPage 5 of 13 I ALTA Commitment for Title Insurance (8-1-16) 10-48
California
[] 1. The following LLC documentation is required from:
(i) a copy of the Articles of Organization
(ii) a copy of the Operating Agreement, if applicable
(iii) a Certificate of Good Standing and/or other evidence of current Authority to Conduct
Business within the State
(iv) express Company Consent to the current transaction
[] K. The following partnership documentation is required :
(i) a copy of the partnership agreement, including all applicable amendments thereto
(ii) a Certificate of Good Standing and/or other evidence of current Authority to Conduct
Business within the State
(iii) express Partnership Consent to the current transaction
[X] L. The following corporation documentation is required:
(i) a copy of the Articles of Incorporation
(ii) a copy of the Bylaws, including all applicable Amendments thereto
(iii) a Certificate of Good Standing and/or other evidence of current Authority to Conduct
Business within the State
(iv) express Corporate Resolution consenting to the current transaction
[X] M. Based upon the Company's review of that certain partnership/operating agreement dated Not
disclosed for the proposed insured herein, the following requirements must be met:
Any further amendments to said agreement must be submitted to the Company, together
with an affidavit from one of the general partners or members stating that it is a true copy,
that said partnership or limited liability company is in full force and effect, and that there
have been no further amendments to the agreement. This Commitment will then be
subject to such further requirements as may be deemed necessary.
[] N. A copy of the complete lease, as referenced in Schedule A, #3 herein, together with any
amendments and/or assignments thereto, must be submitted to the Company for review,
along with an affidavit executed by the present lessee stating that it is a true copy, that the
lease is in full force and effect, and that there have been no further amendments to the
lease. This Commitment will then be subject to such further requirements as may be deemed
necessary.
[X] O. Approval from the Company's Underwriting Department must be obtained for issuance of the
policy contemplated herein and any endorsements requested thereunder. This Commitment
will then be subject to such further requirements as may be required to obtain such approval.
[] P. Potential additional requirements, if ALTA Extended coverage is contemplated hereunder, and
work on the land has commenced prior to close, some or all of the following requirements,
and any other requirements which may be deemed necessary, may need to be met:
[] Q. The Company's "Indemnity Agreement I" must be executed by the appropriate parties.
This page is only apart of 2016ALTAO Commitment for Title Insurance issued by FirstAmencan Title Insurance Company, This Commitment is not
valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule S. Part I -Requirements; Schedule B, Part
II -Exceptions
Copyright 2006-2016 American Land Title Association. All rights reserved.
The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses
are prohibited. Reprinted under license from the American Land Title Association.
50003700 (8-23-18) 1Page 6 of 13 I ALTA Commitment for Title Insurance (8 1-16) 10-49
[) R. Financial statements from the appropriate parties must be submitted to the Company for
review.
[] S. A copy of the construction contract must be submitted to the Company for review.
[] T. An inspection of the Land must be performed by the Company for verification of the phase of
construction.
[] U. The Company's "Mechanic's Lien Risk Addendum" form must be completed by a Company
employee, based upon information furnished by the appropriate parties involved.
This page is only a part of 2016ALTA0 Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not
valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I -Requirements; Schedule B, Part
II -Exceptions
Copyright 2006-2016 American Land Title Association. All rights reserved.
The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use, All other uses
are prohibited. Reprinted under license from the American Land Title Association.
50003700 (8-23-18) Page 7 of 13 I ALTA Commitment for Title Insurance (8-1-16) 10-50
z•�fr. ALTA Commitment for Title Insurance
First American
ISSUED BY
Schedule BI & BII (Cont.) First American Title Insurance Company
File No: NCS-1144568-SA1
Commitment No.: NCS-1144568-SAl
SCHEDULE B, PART II
Exceptions
THIS COMMITMENT DOES NOT REPUBLISH ANY COVENANT, CONDITION, RESTRICTION, OR LIMITATION
CONTAINED IN ANY DOCUMENT REFERRED TO IN THIS COMMITMENT TO THE EXTENT THAT THE
SPECIFIC COVENANT, CONDITION, RESTRICTION, OR LIMITATION VIOLATES STATE OR FEDERAL LAW
BASED ON RACE, COLOR, RELIGION, SEX, SEXUAL ORIENTATION, GENDER IDENTITY, HANDICAP,
FAMILIAL STATUS, OR NATIONAL ORIGIN.
The Policy will not insure against loss or damage resulting from the terms and provisions of any lease or
easement identified in Schedule A, and will include the following Exceptions unless cleared to the
satisfaction of the Company:
1. Any defect, lien, encumbrance, adverse claim, or other matter that appears for the first time in the
Public Records or is created, attaches, or is disclosed between the Commitment Date and the date on
which all of the Schedule B, Part I -Requirements are met.
(a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority
that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a
public agency that may result in taxes or assessments, or notices of such proceedings, whether or
not shown by the records of such agency or by the Public Records.
"Upon transfer of title to the City of Newport Beach, no further general special taxes and
assessments will be levied against the City"
3. Any facts, rights, interests, or claims that are not shown by the Public Records but that could be
ascertained by an inspection of the Land or that may be asserted by persons in possession of the
Land.
4. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records.
5. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that
would be disclosed by an accurate and complete land survey of the Land and not shown by the Public
Records.
6. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the
issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under
(a), (b), or (c) are shown by the Public Records.
7. General and special taxes and assessments for the fiscal year 2022-2023, a lien not yet due or
payable.
This page is only a part of a 2016 ALTAO Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not
valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule S, Part I -Requirements; Schedule B, Part
II -Exceptions
Copyright 2006-2016 American Land Title Association. All rights reserved.
The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses
are prohibited. Reprinted under license from the American Land Title Association.
50003700 (8-23-18) IPage 8 of 13 I ALTA Commitment for Title Insurance (8-1-16) 10-51
California
"Upon transfer of title to the City of Newport Beach, no further general special taxes and
assessments will be levied against the City"
0.
Q
10
General and special taxes and assessments for the fiscal year 2022-2023.
First Installment:
Penalty:
Second Installment
Penalty:
Tax Rate Area:
A. P. No.:
(Affects Portion of Said Land)
$15,317.46, PAID
$0.00
$15,317.46, DELINQUENT
$1,554.17
07-001
050-451-01
This item has been intentionally deleted.
This item has been intentionally deleted.
11. The lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing with Section 75
of the California Revenue and Taxation Code.
"Upon transfer of title to the City of Newport Beach, no further general special taxes and
assessments will be levied against the City"
12. Any adverse claims that the line of ordinary high tide described in Orange County Superior Court
Decree No. 20436, Orange County vs. The Irvine Co., May 06, 1926, is not the established boundary
between the uplands in the Rancho San Joaquin and the tide and submerged lands in Newport Bay
by instrument recorded May 06, 1926 in Book 651, Page 72 of Deeds.
13. This item has been intentionally deleted.
14. This item has been intentionally deleted.
15. This item has been intentionally deleted.
16. This item has been intentionally deleted.
17. This item has been intentionally deleted.
18. This item has been intentionally deleted.
19. This item has been intentionally deleted.
20. A perpetual avigation easement in and through the air above the herein described and other land, as
conveyed to the County of Orange by the Irvine Company, by deed recorded March 17, 1964 in Book
6965, Page 721 of Official Records, and the terms and conditions as set forth in said deed to which
record reference is hereby made for all particulars.
21. This item has been intentionally deleted.
22. This item has been intentionally deleted.
This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by First American Ttle Insurance Company. This Commitment is not
valid without the Notice, the Commitment to Issue Policy, the Commitment Conditions; Schedule A, Schedule 8, Part I -Requirements; Schedule 8, Part
II -Exceptions
Copyright 2006-2016 American Land Title Association. All rights reserved.
The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses
are prohibited. Reprinted under license from the American Land Title Association.
rm 50003700 (8-23-18) IPage 9 of 13 I ALTA Commitment for Title Insurance (8.1 `16)I 10-52
23. This item has been intentionally deleted.
24. This item has been intentionally deleted.
25. This item has been intentionally deleted.
26. This item has been intentionally deleted.
27. This item has been intentionally deleted.
28. This item has been intentionally deleted.
29. This item has been intentionally deleted.
30. This item has been intentionally deleted.
31. This item has been intentionally deleted.
32. An easement and right at any time, or from time to time, to maintain, operate, replace, remove,
renew and enlarge the existing public utility facilities, namely 4 inch power conduits namely a 12 3/4
inch high pressure main with a 2 inch main, namely conduits in the land and facilities incidental
thereto including access to protect the property from all hazards in, upon and over the land as
reserved to the Southern California Edison Company in the resolution vacating state highway; Any
and all rights of ingress to and egress from the land in and to the adjoining highway, except at such
points as now are or may be established by resolution of the California Transportation Commission as
reserved to the State of California in the resolution vacating state highway; Any private easements or
lesser rights in, to, or over Pacific Coast Highway that were not affected by the proceedings vacating
said highway recorded December 01, 1983 as Instrument No. 83-549259, Official Records.
33. This item has been intentionally deleted.
34. This item has been intentionally deleted.
35. This item has been intentionally deleted.
36. This item has been intentionally deleted.
37. This item has been intentionally deleted.
38. This item has been intentionally deleted.
39. This item has been intentionally deleted.
40. This item has been intentionally deleted.
41. This item has been intentionally deleted.
42. This item has been intentionally deleted.
43. This item has been intentionally deleted.
This page is only a part of a 2016 ALTAO Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not
Valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B. Part I -Requirements; Schedule B. Part
II -Exceptions.
Copyright 2006-2016 American Land Title Association. All rights reserved.
The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses
are prohibited. Reprinted under license from the American Land Title Association.
50003700 (8-23-18) IPage 10 of 13 I ALTA Commitment for Title Insurance 10-53
44. This item has been intentionally deleted.
45. This item has been intentionally deleted.
46. This item has been intentionally deleted.
47. This item has been intentionally deleted.
48. The note on Parcel Map No. 93-206 which recites as follows: "Pursuant to Section 66426(C) of the
Subdivision Map Act this map is excluded from being defined as a final map in that the land is zoned
commercial or industrial."
49. This item has been intentionally deleted.
50. An easement for navigational access purposes over Parcel 1 hereby reserved for the benefit of Parcel
3, as set forth on Parcel Map No. 93-206.
51. This item has been intentionally deleted.
52. This item has been intentionally deleted.
53. This item has been intentionally deleted.
54. This item has been intentionally deleted.
55. This item has been intentionally deleted.
56. This item has been intentionally deleted.
57. Any facts, rights, interests or claims which would be disclosed by a correct ALTA/NSPS survey.
58. Rights of parties in possession.
This page is only a part of a 2016 AL TA® Commitment for Title Insurance issued by First American Ttle Insurance Company, This Commitment is not
valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I -Requirements; Schedule B, Part
II -Exceptions
Copyright 2006-2016 American Land Title Association. All rights reserved.
The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses
are prohibited. Reprinted under license from the American Land Title Association.
Form 50003700 (8-23-18) Page 11 of 13 ALTA Commitment for Title Insurance (8 '1-16) 10-54
INFORMATIONAL NOTES
ALERT - CA Senate Bill 2 imposes an additional fee of $75 up to $225 at the time of
recording on certain transactions effective January 1, 2018. Please contact your First
American Title representative for more information on how this may affect your closing.
1. According to the latest available equalized assessment roll in the office of the county tax assessor,
there is located on the land a Commercial Structure known as 151 East Coast Highway, Newport
Beach, County of Orange, California.
2. According to the public records, there has been no conveyance of the land within a period of twenty-
four months prior to the date of this report, except as follows:
None
3. This preliminary report/commitment was prepared based upon an application for a policy of title
insurance that identified land by street address or assessor's parcel number only. It is the
responsibility of the applicant to determine whether the land referred to herein is in fact the land that
is to be described in the policy or policies to be issued.
The map attached, if any, may or may not be a survey of the land depicted thereon. First American Title
Insurance Company expressly disclaims any liability for loss or damage which may result from reliance on
this map except to the extent coverage for such loss or damage is expressly provided by the terms and
provisions of this Commitment or the Policy, if any, to which the map is attached.
This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not
valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I -Requirements; Schedule B, Part
II -Exceptions
Copyright 2006-2016 American Land Title Association. All rights reserved.
The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses
are prohibited. Reprinted under license from the American Land Title Association.
50003700 (8-23-18) IPage 12 of 13 1 ALTA Commitment for Title Insurance (8-1-16) 10-55
Exhibit A
File No.: NCS-1144568-SA1
ISSUED BY
First American Title Insurance Company
File No: NCS-1144568-SA1
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 1 OF PARCEL MAP NO. 93-206, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE,
STATE OF CALIFORNIA, PER MAP FILED IN BOOK 289, PAGES 1 THROUGH 7, INCLUSIVE, OF PARCEL MAPS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHERLY TERMINUS OF THAT CERTAIN COURSE HAVING A BEARING AND DISTANCE OF
"NORTH 010 45' 46" WEST, 100.00 FEET" IN A WESTERLY LINE OF SAID PARCEL 1;
THENCE, ALONG A NORTHERLY LINE OF SAID PARCEL 1, SOUTH 88° 13' 14" WEST, 102.92 FEET TO THE POINT OF
BEGINNING;
THENCE, CONTINUING ALONG SAID NORTHERLY LINE OF PARCEL 1, SOUTH 88° 13' 14" WEST, 44.30 FEET TO THE
MOST WESTERLY NORTHWESTERLY CORNER OF SAID PARCEL 1;
THENCE, ALONG THE NORTHWESTERLY LINE OF SAID PARCEL 1, SOUTH 25° 50' 43" WEST, 69.00 FEET;
THENCE, TRAVERSING THE INTERIOR OF SAID PARCEL 1, THE FOLLOWING COURSES:
LEAVING SAID NORTHWESTERLY LINE OF PARCEL 1, SOUTH 640 09' 17" EAST, 31.07 FEET;
SOUTH 260 10' 09" EAST, 39.21 FEET;
NORTH 630 49' 51" EAST, 20.00 FEET;
NORTH 260 10' 09" WEST, 18.00 FEET;
NORTH 010 46' 46" WEST, 74.60 FEET;
NORTH 880 13' 14" EAST, 21.80 FEET TO A LINE PERPENDICULAR TO SAID NORTHERLY LINE OF PARCEL 1 AND
RUNNING THROUGH SAID POINT OF BEGINNING;
ALONG SAID PERPENDICULAR LINE, NORTH 01° 46' 46" WEST, 12.00 FEET TO THE POINT OF BEGINNING.
For conveyancing purposes only: APN: PTN 050-451-01
This page is only a part of 2016 ALTAO Commitment for rtle Insurance issued by FirstAmencan Title Insurance Company. This Commitment is not
valid without the Notice, the Commitment to Issue Policy; the Commitment Conditions, Schedule A; Schedule B, Part I -Requirements; Schedule B, Part
II -Exceptions.
Copyright 2006-2016 American Land Title Association. All rights reserved.
The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses
are prohibited. Reprinted under license from the American Land Title Association.
50003700 (8-23-18) IPage 13 of 13 I ALTA Commitment for Title Insurance (8-1-"] 10-56
California
Exhibit E
Form of Easement
[attached hereto]
78334_2
10-57
RECORDED REQUESTED BY AND
WHEN RECORDED, RETURN TO:
City of Newport Beach
100 Newport Center Drive
Newport Beach, CA 92660
Attn: City Clerk
WITH A COPY TO:
Irvine Management Company
550 Newport Center Drive
Newport Beach, CA 92660
Attn: General Counsel's Office
The undersigned declares that this document is recorded at the request of and for the benefit of the City of Newport Beach and is therefore
exempt from the payment of the recording fee pursuant to Government Code Section 6103 and from payment of the documentary transfer tax
pursuant to Revenue and Taxation Code Section 1922.
Space above this line for Recorder's Use Only
ACCESS AND PARKING EASEMENT
(Public Docks Adjacent to Balboa Marina)
WHEREAS, THE IRVINE COMPANY LLC, a Delaware limited liability company
("Company") is the owner of land more particularly described on Exhibit "A" attached hereto
(the "Land").
WHEREAS, in connection with its construction and dedication of land and improvements
(collectively, the "Public Docks") to the CITY OF NEWPORT BEACH, a California municipal
corporation and charter city ("City"), which Public Docks are to be used as a boat berthing
facility for free, public, transient use, City has requested an access and parking easement over the
Land in order to maintain and repair the Public Docks in the future. The dedication of the Public
Docks was made pursuant to that certain Gift Deed dated by and between
Company and City and recorded in the Official Records of Orange County, California ("Official
Records") on , as Instrument No. (the "Gift Deed").
WHEREAS, subject to the terms and conditions set forth below, Company is. willing to
grant to City (i) an access easement over a portion of the Land consisting of drive aisles between
Pacific Coast Highway and the Public Docks, as such drive aisles locations may be modified
from time to time by Company in its sole discretion (the "Access Easement Area"), and (ii) a
parking easement over a portion of the Land consisting of up to three (3) available parking
spaces, as such parking spaces locations may be modified from time to time by Company in its
sole discretion (the "Parking Easement Area"; collectively with the Access Easement Area, the
"Easement Areas"), and City is willing to accept the terms and conditions set forth in this
Access and Parking Easement.
58475_2
1
10-58
NOW, THEREFORE, for valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. Grant of Access Easement. Company hereby grants to City a perpetual easement
(the "Access Easement") of ingress and egress over the Access Easement Area.
2. Grant of Parking Easement. Company hereby grants to City a perpetual easement
(the "Parking Easement"; together with the Access Easement, the "Easements") to park up to
three (3) maintenance or service vehicles in the Parking Easement Area.
3. Nature of Easements. The Easements conveyed hereunder are limited solely to
use by City and its employees, contractors, invitees and agents (collectively, the "City Parties")
in connection with City's maintenance, repair and replacement of the Public Docks, and only
between the hours of 7:00am and 6:00pm Monday thru Friday while maintenance and repair
work is being performed on the Public Docks. No rubbish, trash, garbage, refuse, debris or
materials of any kind shall be placed or abandoned by City on the Easement Areas. In the event
any such materials are left on the Easement Areas, City shall promptly clean the affected portions
of the Easement Areas to Company's reasonable satisfaction. The use of the Easements shall be
subject to Company's access and parking rules and regulations related to the Land, as such rules
and regulations may be modified from time to time by Company in its sole and absolute
discretion upon written notice thereof to City. If Company permits, in its sole and absolute
discretion, staging of equipment on any portion of the Land in connection with City's
maintenance, repair or replacement of the Public Docks, such staging of equipment will be part
of the Easements granted hereunder, and the location thereof will be part of the Easement Areas,
and subject to all terms and conditions of this Access and Parking Easement and any other terms
and conditions required by Company in connection with Company's consent to such staging of
equipment.
4. Subject to Matters of Record or Apparent. In addition to the terms and conditions
set forth in this Access and Parking Easement, the Easements conveyed to City hereunder shall
be subject to all easements, covenants, conditions, restrictions, reservations, rights and rights -of -
way of record prior to the date hereof or apparent or of which City has actual or constructive
notice.
5. Non -Exclusive Rights. City's use of the Easement Areas shall be non-exclusive,
and Company retains the rights to use and to grant to others the non-exclusive right to use the
property burdened by the Easements for any and all lawful purposes, to the extent such uses, or
any of them, do not unreasonably interfere with the exercise by City of the rights granted
hereunder.
6. Repairs & Maintenance Activities. The parties acknowledge that the Easements
affect land that is part of an existing marina operation (the "Marina") and, in order to minimize
inconveniences to the Marina operations arising from exercise of the rights and obligations under
these Easements to the extent reasonably possible, agree to the following with respect to City's
use of the Easement Areas:
58475_2
2
10-59
a. Minor Maintenance and Repair. Prior to entering the Easement Areas to perform
any maintenance or repair of the Public Docks that does not require use of a
staging area, City shall provide telephonic notice to Company's marina leasing
office (the "Marina Office") at least two (2) business days prior to
commencement of the proposed maintenance.
b. Major Maintenance, Repair or Replacement. Prior to entering the Easement Areas
to perform repair or replacement or maintenance of the Public Docks that will
require the use of staging area(s), City shall provide written notice (each, a
"Maintenance Notice") to the Marina Office at least five (5) business days prior
to such entry (except in case of emergency, in which event City shall provide such
notice to the Marina Office within three (3) business days after such entry
detailing the nature and time of such entry). Each Maintenance Notice shall
contain a description of the matters listed on Exhibit `B" attached hereto and
incorporated herein by this reference. Prior to commencement of City's use of the
Easement Areas pursuant to a Maintenance Notice, City's representative and
Company's General Manager of the Marina Office (or such other representative of
Company as designated from time to time) shall meet and coordinate with respect
to the final locations for staging, parking and other matters set forth in the
Maintenance Notice in order to reasonably minimize inconvenience to Marina
operations arising from the proposed work.
C. Cleanup & Other Obligations During Maintenance & Repair Activities. City shall
clean the staging area(s) of the Easement Areas at the end of the period of its entry
and shall clean the vehicle parking areas of the Easement Areas at the end of each
day during the period of its entry, and shall comply with all applicable laws,
ordinances and regulations, including but not limited to those regarding surface
drainage, groundwater and surface water quality applicable to such cleanup
activities. In exercising its rights under this Access and Parking Easement, City
will cooperate with the Company's General Manager of the Marina Office to
minimize interference with the use, access, ingress and egress over the Easement
Areas and other Marina operations.
7. Damage to Company Improvements. If any of the City Parties damage any
improvements on the Land, City shall reimburse (or shall cause the applicable City Parties to
reimburse) Company for the cost of replacement and restoration of any such damaged
improvements (whether "standard" or "non-standard"). City shall make (or cause the applicable
City Parties to make) such reimbursement to Company within thirty (30) days of City's receipt of
Company's invoice and backup documentation, if any, substantiating the replacement and
restoration work performed.
8. Liens. City shall not suffer, cause or permit any liens of any kind related to City's
activities or City's repair work to be filed against the Easement Areas or any other portion of the
Land or any improvements thereon. If any such lien is filed, City shall, at its sole cost and
58475_2
3
10-60
expense, promptly take such actions as are necessary to cause the lien to be satisfied and
discharged or to cause such lien to be removed of record.
9. Insurance. City shall require its contractors that utilize the Easement Areas to
obtain, provide and maintain at all times during such use of the Easement Areas, at no cost or
expense to Company, policies of liability insurance of the types and amounts described below.
Certification of all required policies shall be signed by a person authorized by that insurer to bind
coverage on its behalf and must be filed with Company prior to use of the Easement Areas. Said
policies shall be for the following coverages and shall be issued by companies authorized or
licensed to do business in California and assigned Best's A- VII or other rating acceptable to
Company:
a. Workers compensation insurance, including a "Waiver of Subrogation" clause,
covering all employees of such contractor, per the laws of the State of California.
b. Commercial general liability insurance, including additional insured and primary
and non-contributory wording, covering third party liability risks, in a minimum
amount of one million dollars ($1,000,000) combined single limit per occurrence
for bodily injury and property damage. If commercial general liability insurance
or other form with a general aggregate is used, either the general aggregate limit
shall apply separately to the work to be performed under this Access and Parking
Easement, or the general aggregate limit shall be twice the occurrence limit.
C. Commercial auto liability insurance, covering any owned, hired and non -owned
vehicles of such contractor in a minimum amount of one million dollars
($1,000,000) combined single limit per accident for bodily injury and property
damage.
Company may, from time to time and upon prior written notice to City, require increases in the
amounts of coverage specified above to conform with the levels of insurance required by
Company in contracts for similar maintenance work.
City shall require its contractors to provide Company with an endorsement to contractor's
commercial general liability policy providing ongoing and completed operations coverages for
the additional insureds listed below and shall contain the following language or otherwise
include the following coverages generally:
"It is understood and agreed that coverage afforded by this policy shall also apply to The Irvine
Company LLC, Irvine Management and all persons and entities controlling, controlled by, or
under common control with such entities, and any lender with an interest in the Land and/or any
improvements thereon, together with their respective owners, shareholders, partners, members,
divisions, officers, directors, employees, representatives and agents, and all of their respective
successors and assigns, as additional insureds, but only with respect to legal liabilities or claims
caused by, arising out of or resulting from the acts or omissions of the named insured or of others
performed on behalf of the named insured. This insurance is primary and any other insurance
maintained by such additional insureds is excess and shall not be required to contribute with this
58475_2
0
10-61
insurance as respects claims or liability arising out of or resulting from the acts or omissions of
the named insured, or of others performed on behalf of the named insured. Any of such
additional insureds may, at his/her/its election, pay any self -insured retention or deductible
amount in connection with any claim or liability for which coverage is or may be provided by
such insurance notwithstanding any other provision of the policy."
Said policy or policies shall be endorsed to state that coverage shall not be subject to
cancellation or non -renewal without thirty (30) days prior written notice to be delivered to
Company. All contractors providing insurance as required hereunder shall give Company prompt
and timely notice of claim made or suit instituted arising out of contractor's use of the Easement
Areas. Each contractor shall also procure and maintain, at its own cost and expense, any
additional kinds of insurance that in its own judgment may be necessary for its property
protection and prosecution of the work.
Each contractor will be required to agree that in the event of loss due to any of the perils
for which it has agreed to provide commercial general and automotive liability insurance,
contractor shall look solely to its insurance for recovery. The commercial general and workers'
compensation policy and any other policy pertaining to the Easement Areas carried by each
contractor will contain a waiver of subrogation with respect to Company as to any claims that
may be asserted against Company by virtue of the payment of any loss under such insurance.
10. Indemnity. City shall defend, indemnify, protect and hold harmless Company and
the additional insureds described in Section 9 (individually, an "Indemnitee"; collectively, the
"Indemnitees") from all losses, claims, liens, suits, costs, damages, expenses (including actual
attorneys' fees), liabilities and actions of any name, kind or description (individually, a "Claim";
collectively, "Claims"), whether incurred by or made against any Indemnitee or made by any
third party, arising out of or related to injuries to or death of any person or damage to any
property resulting from or caused by (a) use of the Easement Areas (as well as any activity
related to or connected with said use) by City, its employees, contractors, and agents, and the
respective employees thereof, or (b) breach of any of the terms of this Access and Parking
Easement by City. Notwithstanding the foregoing, nothing herein shall be construed to require
City to indemnify the Indemnitees from any Claim arising from the sole negligence or willful
misconduct of the Indemnitees. Nothing in this indemnity shall be construed as authorizing any
award of attorney's fees in any action on or to enforce the terms of this Access and Parking
Easement. This indemnity shall apply to all claims and liability regardless of whether any
insurance policies are applicable. The policy limits of any such insurance policies shall not act as
a limitation upon the amount of indemnification to be provided by City. Payment of any Claim
shall not be a condition precedent to enforcement of the indemnity obligations contained herein.
11. Relocation of Easement Areas. If Company desires to relocate the Easement
Areas in the future, Company may relocate the Easement Areas in its sole and absolute discretion
and unilaterally record an amendment to this Access and Parking Easement to identify the new
location of the Easement Areas without City's countersignature thereto, but Company shall
provide prior written notice to City. Notwithstanding the foregoing, any such relocation of the
Easement Areas shall continue to provide City with access to, and parking for, the Public Docks
through and on the Land.
58475_2
5
10-62
12. Termination of Easements. In the event City stops operating the Public Docks for
more than two (2) consecutive calendar years, the Easements shall terminate automatically. If
requested by Company, City promptly will execute and notarize a document in recordable form
that acknowledges the termination and quitclaim of such Easements.
13. Controlling Law. This Access and Parking Easement shall be governed by and
interpreted in accordance with the laws of the State of California. Any action brought relating to
this Access and Parking Easement shall be adjudicated in a court of competent jurisdiction in the
County of Orange.
13. Notices. Any notice, demand or other communication to be given by either party
to the other hereunder shall be given by personal service, or Express Mail, Federal Express,
DHL, UPS or any other similar form of reputable airborne/overnight delivery service, or mailing
in the United States mail, postage prepaid, certified and return receipt requested, addressed to the
parties at their respective addresses as follows:
IF TO CITY: City of Newport Beach
100 Newport Center Drive
Newport Beach, CA 92660
Attention: Harbor Department
With copy to: City of Newport Beach
100 Newport Center Drive
Newport Beach, CA 92660
Attention: City Attorney's Office
IF TO COMPANY: CRC Marinas - Newport Beach
1137 Bayside Drive
Newport Beach, CA 92625
Attn: General Manager
With copy to: Irvine Management Company
550 Newport Center Drive
Newport Beach, CA 92660
Attn: General Counsel's Office
Any such notice shall be deemed to have been given upon delivery or, if mailed, upon actual
receipt or the date on which actual receipt is rejected. Either party may change the address where
it desires to receive notice upon giving written notice of such request to the other party.
14. Waiver; Remedies. No delay on the part of any party hereto in exercising any
right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the
part of any parry hereto of any right, power or privilege hereunder operate as a waiver of any
other right, power or privilege hereunder, nor shall any single or partial exercise of any right,
58475_2
0
10-63
power or privilege hereunder preclude any other or further exercise thereof or the exercise of any
other right, power or privilege hereunder.
15. Run with the Land. This Access and Parking Easement and the terms, conditions
and covenants contained herein shall be perpetual in nature and shall run with the Public Docks,
Easement Areas and the Land, and shall be binding upon and inure to the benefit of Company
and City and each of their respective successors and assigns, whether the interest held by such
party is in fee or otherwise.
16. Incorporation of Exhibits. Exhibits A and B, as attached hereto, are hereby
incorporated herein by this reference.
17. Authority. The parties to this Access and Parking Easement represent and warrant
that this instrument has been duly authorized and executed and constitutes the legally binding
obligation of their respective organization or entity, enforceable in accordance with its terms.
18. No Attorneys' Fees. In the event of any dispute arising under this Access and
Parking Easement, the prevailing party shall not be entitled to its attorneys' fees.
19. Entire Agreement. This Access and Parking Easement, together with the Exhibits
attached hereto, constitutes the entire agreement between the parties pertaining to the subject
matter hereof, and all prior and contemporaneous agreements, representations, negotiations and
understandings of the parties, whether oral or written, are hereby superseded and merged herein.
[signature on following page]
584752
7
10-64
IN WITNESS WHEREOF, the parties hereto have executed this Access and Parking
Easement as of ,202
"Company"
THE IRVINE COMPAMNY LLC,
a Delaware limited liability company
By:
Name:
Title:
By:
Name:
Title:
"City"
CITY OF NEWPORT BEACH,
a California municipal corporation
By:
Grace K. Leung
City Manager
ATTEST:
By:
Leilani I. Brown
City Clerk
APPROVED AS TO FORM:
Aaron C. Harp
City Attorney
584752
10-65
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 , 20_, before me, , a Notary Public,
personally appeared who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that
by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Notary Public
(SEAL)
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 , 20_, before me, , a Notary Public,
personally appeared , who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that
by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
(SEAL)
Notary Public
58475_2
0
10-66
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 , 20_, before me, , a Notary Public,
personally appeared , who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that
by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
(SEAL)
Notary Public
58475_2
10
10-67
Exhibit "A"
Description of the Land
PARCELS 1, 2 AND 3 OF PARCEL MAP NO. 93-206, IN THE CITY OF NEWPORT
BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, PER MAP FILED IN BOOK
289, PAGES 1 THROUGH 7; INCLUSIVE, OF PARCEL MAPS, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY.
APNs: 050-451-01, -02, -03, and -60; 440-132-39 and -51
584752
10-68
EXHIBIT
"A— 1
SHEET 1 OF 1
&qST
co�ST
Hl
�ywgY
If?
PARCEL 1
PARCEL 2
PARCEL 3
PARCEL 5
Q��o�
Q�
J t�
2
P.M. NO. 93-206
PARCEL 4
P.M.B. 289 1-7
Stantec
38 TECHNOLOGY DRIVE
IRVINE, CA 92618
949.923.6000 stantec.com
" =
SCALE: 1 150'
J.N. 2042
431240 DATE: 4/18/23
Exhibit "B"
Contents of Maintenance Notice
Each Maintenance Notice provided by City under Section 6.b of this Access and Parking
Easement shall specify or contain the following information:
The proposed dates when the work will take place (estimated start and completion dates).
2. Location of the proposed staging area.
3. If work crews will require parking of their vehicles for more than one (1) day, the
proposed location of such parking.
4. City's proposed plan for such work.
58475_2
10-70
Exhibit F
Form of Bill of Sale
[attached hereto]
78334_2
10-71
BILL OF SALE
(Public Dock Improvements Within Tidelands Adjacent to Balboa Marina)
For good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, THE IRVINE COMPANY LLC, a Delaware limited liability company
("Company'), hereby transfers and conveys to the CITY OF NEWPORT BEACH, a California
municipal corporation and charter city ("City', all of Company's right, title and interest in and to
the structures and other improvements constituting the public dock facilities (collectively, the
"Public Dock Improvements") located within the portion of State tidelands held in trust and
maintained by the County of Orange, depicted on Exhibit A attached hereto. The Public Dock
Improvements, which are attached to and a part of a larger public dock facility that will be conveyed
by Company under a separate instrument, are described on Exhibit B attached hereto.
This Bill of Sale is executed in accordance with the terms of that Conveyance Agreement
between Company and City dated April 25, 2023 ("Agreement's.
Company does hereby covenant that it is the lawful owner of the Public Dock Improvements,
that Company has good right to transfer and convey the same, that the Public Dock Improvements
are free of monetary liens (mechanics, materialmens, or other) and encumbrances, and that Company
will warrant and defend the title thereto unto City, its successors and assigns, against the claims and
demands thereon with respect to any work performed by Company prior to the date of this Bill of
Sale.
In conjunction with this Bill of Sale, Company shall assign or transfer to City all bonds,
guarantees, and warranties obtained by Company for the Public Dock Improvements.
City hereby accepts the Public Dock Improvements and acknowledges and agrees that the
Public Dock Improvements shall be the sole property of City, and City shall have the obligation to
operate, maintain and repair the Public Dock Improvements.
[Signature Page Follows]
78334_1
1 of 2
10-72
The persons executing this Bill of Sale on behalf of Company and City warrant that (a) they
are duly authorized to execute this Bill of Sale on behalf of the party for whom they sign and (b)
ownership of the Public Dock Improvements shall be vested in City upon execution of this Bill of
Sale and acceptance and recordation of the Offer of Dedication, Public Walkway Dedication, and
Easement Deed, in accordance with the Agreement.
COMPANY
THE IRVINE COMPANY LLC, a Delaware
limited liability company
:
IN
CITY
CITY OF NEWPORT BEACH,
a California municipal corporation and charter
city
Grace K. Leung
City Manager
ATTEST:
Lo
Leilani I. Brown
City Clerk
APPROVED AS TO FORM:
ME
Aaron C. Harp
City Attorney
78334_1
2 of 2
10-73
EXHIBIT A
DEPICTION OF THE TIDELANDS
78334_1
10-74
EXHIBIT B
DESCRIPTION OF THE PUBLIC DOCK IMPROVEMENTS
78334_1
10-75
ATTACHMENT B
Lease Agreement with the County of Orange
10-76
HA55D-452
Lower Newport Bay
Balboa Marina
City of Newport Beach
LEASE AGREEMENT
THIS IS A LEASE AGREEMENT (hereinafter referred to as "Lease") made ,
2022, ("Effective Date") by and between COUNTY OF ORANGE, a political subdivision of the
State of California (hereinafter referred to as "County" or "Lessor") and CITY OF NEWPORT
BEACH, a California municipal corporation and charter city (hereinafter referred to as "Tenant').
The County and Tenant may individually be referred to herein as a "Party" or collectively as the
"Parties."
1. DEFINITIONS (1.0 SR)
The following words in this Lease shall have the significance attached to them in this Clause
(DEFINITIONS), unless otherwise apparent from context:
"Auditor Controller" means the Auditor Controller, County of Orange, or designee, or upon
written notice to Tenant, such other person or entity acting in a similar capacity as shall be
designated by the Board of Supervisors.
"Board of Supervisors" means the Board of Supervisors of the County of Orange, a political
subdivision of the State of California.
"CEO/Office of Risk Management" means the Risk Manager, County Executive Office, Risk
Management, County of Orange, or designee, or upon written notice to Tenant, such other person
or entity as shall be designated by the County Executive Officer or the Board of Supervisors.
"Chief Real Estate Officer" means the Chief Real Estate Officer, County Executive Office,
County of Orange, or upon written notice to Tenant, such other entity as shall be designated by the
County Executive Officer.
"County Executive Officer" means the County Executive Officer, County Executive Office,
County of Orange, or designee, or upon written notice to Tenant, such other person or entity as
shall be designated by the Board of Supervisors.
"Director of OC Parks" or "Director" means the Director, Orange County Parks, OC Community
Resources, County of Orange, or designee, or upon written notice to Tenant, such other person or
entity acting in a similar capacity as shall be designated by the Board of Supervisors.
"Treasurer -Tax Collector" means the Treasurer -Tax Collector, County of Orange, or designee,
or upon written notice to Tenant, such other person or entity as shall be designated by the Board
of Supervisors.
2. PREMISES (1.1 SR)
County leases to Tenant that certain property herein located at E. Coast
Highway, Newport Beach ("Premises") and described in Exhibit A and shown on Exhibit B,
which exhibits are attached hereto and by reference made a part hereof. The Premises are accepted
RI: 11/8/2022 Page l of 26 Lease Number
ILa55D-452
OC parks Standard Revenue Lease Form 10-77
"as is" and "where is" by Tenant subject to any and all existing easements and encumbrances.
Address of Premises to be determined and written into the space above.
3. USE (1.2 SR)
Tenant's use of the Premises shall be limited to the operation, maintenance, and repair of City
Docks which will consist of seven (7) side ties within the Premises, with the City Docks for public
use only. Tenant agrees not to use the Premises for any other purpose, nor to engage in or authorize
any other activity within or from the Premises, without the County approval. Tenant shall not use
the Premises or any portion thereof for any illegal or unlawful purpose and will not cause or permit
a nuisance or waste to be created or maintained therein.
a. The City Docks will consist of only side ties with no other amenities.
NO ALCOHOL, TOBACCO, OR MARIJUANA PRODUCTS SHALL BE SOLD FROM THE
PREMISES. DRINKING ALCOHOLIC BEVERAGES AND SMOKING OF ANY KIND IS
PROHIBITED INSIDE ANY BUILDING WITHIN THE PREMISES.
4. COUNTY'S USE RESERVATIONS AND RIGHT OF ENTRY (1.3 SR)
County reserves the right from time to time, without unreasonable interference, to access the
Premises for County to confirm that Tenant is using the Premises consistent with those uses
articulated in Clause 3 (USE). Tenant shall cooperate with County during County's access of the
Premises. County shall make best efforts to notify Tenant prior to accessing the Premises.
5. PARKING (1.4 SR) - Intentionally Omitted
6. TERMINATION OF PRIOR AGREEMENTS (1.5 SR) - Intentionally Omitted
7. TERM (1.6 SR)
The term of this Lease shall be forty-five (45) years ("Term"), commencing the first day of the
first full calendar month following the Effective Date ("Commencement Date"). Parties agree
that the Commencement Date of this Lease will be confirmed in writing by either Party upon
demand by the other.
8. OPTION TO EXTEND TERM (1.7 SR) — Intentionally Omitted
9. RENT (1.8 SR)
The Parties agree that Tenant's administration of the services (further explained in Clause 3 (USE))
serves a public benefit and the social needs of the community for recreation and marine -related
services in furtherance of the Tenant's mission and goals. The Parties further agree that
administration of the defined uses serves a valuable public purpose and is consistent and
compatible with the mission of the County. The Parties also agree that the value of the defined
uses being provided pursuant to this Lease are comparable to the value of the County Property
being provided by the County, and to the extent that Tenant continues to offer the services as stated
herein, there will be no rent for this Lease.
10. RENT ADJUSTMENT (1.9 SR) - Intentionally Omitted
RI: t v8/2022 Page 2 of 26
HA55D-452
OC Parks
Lease Number -
Standard Revenue Lease Form 1 0-78
11. RENT PAYMENT PROCEDURE (2.0 SR) - Intentionally Omitted
12. CHARGE FOR LATE PAYMENT (2.1 SR) - Intentionally Omitted
13. LEASE ADMINISTRATIVE COST (2.2 SR) - Intentionally Omitted
14. SECURITY DEPOSIT (2.3 SR) - Intentionally Omitted
15. RECORDS AND ACCOUNTS (2.4 SR) - Intentionally Omitted
16. MAINTENANCE OBLIGATIONS OF TENANT - CONDITIONS AND CARE OF
PREMISES (2.5 SR)
A. Tenant shall, to. the satisfaction of County, keep and maintain, or cause to be kept and
maintained, the Premises and all Tenant Improvements (as defined in Clausel8) of any kind in
place and used, occupied, or otherwise operated or maintained by the Tenant on the Premises prior
to the Commencement Date, or which may be erected, installed, or made thereon by Tenant, during
the Term of this Lease, in good condition and in substantial repair, provided that in the event (i)
of substantial damage to any such Tenant Improvements it shall be at Tenant's option whether to
repair or replace such improvements (provided that if the Tenant Improvements are not to be
repaired or replaced, then they shall be placed into a safe condition or removed), as provided in
Clause 20 (OPERATIONAL REQUIREMENTS OF TENANT) below or (ii) Tenant ceases to use
any Tenant Improvements, it shall be at Tenant's option to not repair or replace any such
improvement so long as the improvement is maintained in a safe condition or removed. Subject
to the foregoing, it shall be Tenant's responsibility to take all steps necessary or appropriate to
maintain such a standard of condition and repair.
B. Tenant shall keep the Premises clean and in good repair during any time which Tenant, its
agents, or employees use the Premises at its sole cost and expense. Except as otherwise
expressly set forth in this Lease, Tenant shall be responsible for all costs relating to the operation
and maintenance of the Premises.
C. Tenant shall be solely responsible for all costs and expenses for any maintenance and repairs
necessitated by the actions of Tenant or use of the Premises by the public, or licensee(s).
D. If Tenant fails to maintain or make repairs or replacements as required herein, .County shall
notify Tenant in writing of said failure. Should Tenant fail to correct the situation, or reasonably
commence correction, within thirty (30) business days after receipt of written notice specifying
the condition to be corrected (provided that such 30-day period may be extended accordingly if a
longer time is necessary to correct the condition .and Tenant promptly commences such cure and
diligently prosecutes it to completion), County may make the necessary correction or cause it to
be made and the cost thereof, including but not limited to the cost of labor, materials, equipment
shall be paid by Tenant within thirty (30) calendar days of receipt of a statement, including
reasonable supporting documentation, of said cost from County. County may, at its sole option,
choose other remedies available herein, or by law.
E. If Tenant receives an inspection notice or a deficiency notice following an inspection; by any
public or regulatory agency having jurisdiction, Tenant agrees to make any and all corrections in
the manner and timeframe required by the particular public or regulatory agency, or a reasonable
manner or timeframe if none is specified, upon receipt of such notice from either the public or
regulatory agency or the County. Tenant's failure to comply with the provisions of this Clause 16
RI: H v8/2o22 Page 3 of 26 Lease Number
HA55D-452
OC Parks Standard Revenue Lease Form 10-79
shall constitute a Tenant Default and the County may proceed with any and all County Remedies
as defined in Clause 30 (DEFAULTS AND REMEDIES) and this Lease shall be subject to
termination at County's option.
F. County shall have no obligation or responsibility to dredge, remove debris, or to maintain,
repair, or replace improvements constructed within the Premises, except as otherwise provided by
law. Tenant shall have no obligation to dredge the Premises nor to maintain, supervise, repair or
replace any, improvements installed by County or any other party (other than Tenant's licensees)
nor for debris or materials which are not deposited by Tenant or its licensees and which comes
onto or out of the Premises.
17. CONSTRUCTION AND/OR ALTERATIONS BY TENANT (2.6 SR) - Intentionally
Omitted
18. OWNERSHIP OF IMPROVEMENTS (2.7 SR)
Tenant shall provide all equipment necessary for use of the Premises consistent with this Lease.
All buildings, improvements, and facilities, exclusive of trade fixtures, constructed or. placed within
the Premises by Tenant ("Tenant Improvements") must, upon completion, be free and clear all
liens, claims, or liability for labor or material and at County's option shall be the property of County
at the expiration of this Lease or upon earlier termination hereof. County retains the right to require
Tenant, at Tenant's cost, to remove all Tenant Improvements located on the Premises at the expiration
or termination hereof by written notice to Tenant at least ninety (90) calendar days prior to the
expiration of the Term or within fifteen (15) business days following any termination of this Lease on
account of an Event of Default. In the event that County provides such notice and Tenant thereafter
fails to remove said Tenant Improvements within ninety (90) calendar days following receipt of
written notice from County to do so, such Tenant Improvements will be deemed abandoned and
Tenant shall lose all right, title and interest in and thereto, and County may elect (i) at Tenant's cost,
to remove, demolish, or otherwise dispose of some or all of such items or (ii) sell or make use of any
or all such items.
19. MECHANICS LIENS OR STOP NOTICES (2.8 SR)
Tenant shall at all times indemnify, defend with counsel reasonably approved in writing by
County and save County harmless from all claims, losses, demands, damages, cost, expenses, or
liability costs for labor or materials in connection with Tenant's construction, repair, alteration,
or installation of structures, improvements, equipment, or facilities within the Premises, and from
the cost of defending against such claims, including attorney fees and costs.
In the event a lien or stop notice is imposed upon the Premises as a result of such construction,
repair, alteration, or installation by Tenant, Tenant shall within thirty (30) calendar days after
such imposition, either:
A. Record a valid Release of Lien, or
B. Cause its contractors to procure and record a bond in accordance with Section 8424 or
9000 et seq. of the Civil Code, which frees the Premises from the claim of the lien or
stop notice and from any action brought to foreclose the lien.
Should Tenant fail to accomplish either of the two optional actions above within thirty (30) days
after the filing of such a lien or stop notice, the Tenant shall be in Tenant Default and shall be
subject to immediate termination.
RI: 11/8/2022 Page 4 of 26 Lease Number:
HA, 55D-452
OC Parks Standard Revenue Lease Form 10-80
20. OPERATIONAL REQUIREMENTS OF TENANT (2.9 SR)
A. Quality and Service Standards. Tenant shall at all times operate the Premises in a manner
consistent with Clause 3 (USE).
B. Standards of Operation. Tenant shall operate the Premises in a manner similar its other public
marina facilities and in accordance with applicable provisions of the Newport Beach Municipal
Code.
C. Protection of Environment. Tenant shall takes all reasonable measures to prevent:
1. Littering within the Premises.
2. Excessive noise emanating from the Premises.
3. Excessive light and glare from light fixtures within the Premises that could impact the
safe operation of automobiles, watercraft and aircraft in the area.
4. Discharge or runoff of pollutants, including petroleum products, waste and debris from
any source on the Premises into the waters within or adjacent to the Premises or other
activities that are harmful to water quality.
5. Tenant, upon notice or becoming aware of any spillage, leakage, or discharge of any
toxic, hazardous or polluting materials, shall immediately report the same to the proper
authorities.
21. INSURANCE (3.0 SR)
Tenant agrees to purchase all required insurance at Tenant's expense and to deposit with the
County certificates of insurance, including all endorsements required herein, necessary to satisfy
the County that the insurance provisions of this Lease have been complied with and to keep such
insurance coverage and the certificates and endorsements therefore on deposit with the County
during the entire term of this Lease. Tenant shall deposit the Certificate of Insurance with CEO
Real Estate,�consistent with the Notice clause, through electronic correspondence on or before the
Effective Date of this Lease and annually throughout the Term, as necessary to:
insurance.ceore@ocgov.com
Tenant agrees that Tenant shall not operate on the Premises at any time the required insurance is
not in full force and effect as evidenced by a certificate of insurance and necessary endorsements
or, in the interim, an official binder being in the possession of Director. In no cases shall
assurances by Tenant, its employees, agents, including any insurance agent, be construed as
adequate evidence of insurance. Director will only accept certificates of insurance and
endorsements, or in the interim, an insurance binder as adequate evidence of insurance. Tenant
also agrees that upon cancellation, termination, or expiration of Tenant's insurance, County may
take whatever steps are necessary to interrupt any operation from or on the Premises until such
time as the Director reinstates the Lease.
If Tenant fails to provide Director with a valid certificate of insurance and endorsements, or binder
at any time during the term of the Lease, County and Tenant agree that this shall constitute a
material breach of the Lease. Upon County's issuance of a notice of default sent to Tenant, said
material breach shall permit County to take whatever steps necessary to interrupt any operation
from or on the Premises, and to prevent any persons, including, but not limited to, members of the
general public, and Tenant's employees and agents, from entering the Premises until such time as
Director is provided with adequate evidence of insurance required herein. Tenant further agrees ,to
hold County harmless for any damages resulting from such interruption of business and
KL l l/S/2022 Page 5 of 26 !,ease Number:
HA55D-452
OC Parks Standard Revenue Lease Form 10-81
possession, including, but not limited to, damages resulting from any loss of income or business
resulting from the County's action.
Tenant may occupy the Premises only upon providing to County the required insurance stated
herein and maintaining such insurance for the entire term of this Lease. County reserves
the right to terminate this Lease at any time Tenant's insurance is canceled or terminated and not
reinstated within thirty (30) days of said cancellation or termination. Tenant shall provide to
County immediate notice of any insurance cancellation or termination.
All contractors performing work on behalf of Tenant pursuant to this Lease shall obtain insurance
subject to the same terms and conditions as set forth herein for Tenant, to the extent of coverages
typically required of a contractor. Tenant shall not allow contractors or subcontractors to work if
contractors have less than the level of coverage required by the County from the Tenant under this
Lease, as to such coverages. It is the obligation of the Tenant to provide written notice. of the
insurance requirements to every contractor and to receive proof of insurance prior to allowing any
contractor to begin work within the Premises. Such proof of insurance must be maintained by
Tenant through the entirety of this Lease and be available for inspection by a County representative
at any reasonable time.
All self -insured retentions (SIRs) shall be clearly stated on the Certificate of Insurance. Any SIRS
in excess of Fifty Thousand Dollars $50,000 shall specifically be approved by the County's Risk
Manager, or designee.
Qualified Insurer
The policy or policies of insurance must be issued by an insurer with a minimum rating of A -
(Secure A.M. Best's Rating) and VIII (Financial Size Category as determined by the most current
edition of the Best's Key Rating Guide/Property-Casualty/United States or ambest.com). It
is preferred, but not mandatory, that the insurer be licensed to do business in the state of California
(California Admitted Carrier).
If the insurance carrier does not have an A.M. Best Rating of A-/VIII, the CEO/Office of Risk
Management retains the right to approve or reject a carrier after a review of the company's
performance and financial ratings.
The policy or policies of insurance maintained by the Tenant shall provide the minimum limits
and coverage as set forth below:
Coverages
Commercial General Liability
Automobile Liability including coverage
for owned, non -owned and hired vehicles
Marina Operator's Legal Liability
(applicable to TENANT only)
Minimum Limits
$1,000,000 per
$2,000,000 aggregate
$1,000,000 limit per occurrence
$1,000,000 per occurrence
occurrence
RL: l v8/2022
II 55D-452
Page 6 of 26
Lease Number:
OC Parks Standard Revenue Lease Form 10-82
Coverages
Longshore and Harbor's Workers'
Compensation (if applicable)
Employers' Liability Insurance
Pollution Liability
Commercial Property Insurance on an "All
Risk" or "Special Causes of Loss" basis
covering all, contents and any Tenant
improvements including Business
Interruption/Loss of Rents with a 12 month
limit.
Required Coverage Forms
Minimum Limits
Statutory
$1,000,000 per occurrence
$1,000,000 per claims -made or
per occurrence; $2,000,000 aggregate
The Commercial General Liability coverage shall be written on Insurance Services Office (ISO)
form CG 00 01, or a substitute form providing liability coverage at least as broad.
The Business Auto Liability coverage shall be written on ISO form CA 00 01, CA 00 05, CA 00
12, CA 00 20, or a substitute form providing liability coverage at least as broad.
Required Endorsements
The Commercial General Liability policy shall contain the following endorsements, which shall
accompany the Certificate of insurance:
1) An Additional Insured endorsement using ISO form CG 20 26 04 13, or a form
at least as broad naming the County of Orange, its elected and appointed
officials, officers, employees, agents as Additional Insureds. Blanket coverage
may also be provided which will state- As Required By Written Agreement.
2) A primary non-contributing endorsement using ISO form CG 20 01 04 13, or a
form at least as broad, evidencing that the Tenant's insurance is primary and any
insurance or self-insurance maintained by the County of Orange shall be excess
and non-contributing.
The Pollution Liability policy shall contain the following endorsements, which shall accompany
the Certificate of Insurance:
1) An Additional Insured endorsement naming the County of Orange, its elected and
appointed officials, officers, employees and agents as Additional Insureds.
2) A primary and non-contributing endorsement evidencing that Tenant's insurance
is primary and any insurance or self-insurance maintained by the County of
Orange shall be excess and non-contributing.
tzt: t L/8/2022 Page 7 of 26
IIA55D-452
OC Parks
Lease Number:
standard Revenue Lease Form 10-83
The Workers' Compensation polic(ies) shall contain a waiver of subrogation endorsement waiving
all rights of subrogation against the County of Orange, its elected and appointed officials,
officers, agents and employees. Blanket coverage may also be provided which will state- As
Required By Written Agreement.
All Commercial Property insurance policies required by this lease shall waive all rights of
subrogation against the County of Orange, its elected and appointed officials, officers, agents
and employees when acting within the scope of their appointment or employment.
The Commercial Property policy shall contain a Loss Payee endorsement naming the County
of Orange.
The Commercial General Liability policy shall contain a severability of interests clause, also
known as a "separation of insureds" clause (standard in the ISO CG 001 policy).
If Tenant's Pollution Liability policy is a claims -made policy, Tenant shall agree to maintain
coverage for two (2) years following termination of the Lease.
Insurance certificates should be forwarded to the County address provided in the Clause entitled
"NOTICES" below or to an address provided by Director. Tenant has ten (10) business days to
provide adequate evidence of insurance after the County's written request for such information or
this Lease may be cancelled.
County expressly retains the right to require Tenant to increase or decrease insurance of any of the
above insurance types throughout the term of this Lease, consistent with coverages maintained by
other lessees of similar properties in Orange County, California. Any increase or decrease in
insurance will be as reasonably deemed by County of Orange Risk Manager as appropriate to
adequately protect County, so long as it is consistent with other lessees of similar properties in
Orange County, California.
County shall notify Tenant in writing of changes in the insurance requirements. If Tenant does
not deposit copies of acceptable certificates of insurance and endorsements with County
incorporating such changes within thirty (30) days of receipt of such notice, County may issue
a notice of default to the Tenant in accordance with Section 30 of this Lease.
The procuring of such required policy or policies of insurance shall not be construed to limit
Tenant's liability hereunder nor to fulfill the indemnification provisions and requirements of this
Lease, nor in any way to reduce the policy coverage and limits available from the insurer.
22. INDEMNIFICATION (3.1 SR)
A. Tenant's Indemnity. Tenant hereby agrees to indemnify, hold harmless, and defend County,
its elected and appointed officials, officers, agents, employees, and those special districts and
agencies which the Board of Supervisors acts as the governing board, with counsel reasonably
approved by County, against any and all claims, loss, demands, damages, costs, expenses or
liability arising out of the ownership, maintenance, or use of the Premises, except for liability
arising out of the negligence or willful misconduct of County, its elected and appointed officials,
officers, agents, or employees, including the cost of defense of any lawsuit arising therefrom.
In the event County is named as co-defendant, Tenant shall notify County of such fact and shall
represent County, with counsel reasonably approved by County, in such legal action unless County
RI: I L/8/2022 Page 8 of 26
HA55D-452
Lease Number:
OC Parks Standard Revenue Lease Form 10-84
undertakes to represent itself as co-defendant in such legal action, in which event County shall pay
for its own litigation costs, expenses and attorneys' fees. In the event judgment is entered against
County and Tenant because of the concurrent negligence of County and Tenant, their officers,
agents, or employees, an apportionment of liability to pay such judgment shall be made by a court
of competent jurisdiction. Each Party shall bear its own attorneys' fees and costs.
B. CouM's Non -liability County shall not be liable to Tenant and Tenant hereby waives all
claims against County, its employees and agents for loss of or damage to any property, or any
injury to any person, resulting from any condition of the Premises, including, but not limited to,
acts or omissions (criminal or otherwise) of third parties, or their agents, employees or invitees,
fire, explosion, falling plaster, steam, gas, electricity, water or rain which may leak or flow from
or into any part of the Premises or from the breakage, leakage, obstruction or other defects of the
pipes, sprinklers, wires, appliances, plumbing, air conditioning, electrical works or other fixtures
in the Premises, regardless of the negligence of County, its agents or any and all affiliates of
County in connection with the foregoing. It is understood that any such condition may require the
temporary evacuation or closure of all or a portion of the Premises. Should Tenant elect to receive
any service from a concessionaire, licensee or third -party tenant of County, Tenant shall not seek
recourse against County for any breach or liability of that service provider. Notwithstanding
anything to the contrary contained in this Lease, in no event shall County be liable for Tenant's
loss or interruption of business or income (including without limitation, Tenant's consequential
damages, lost profits or opportunity costs), or for interference with light or other similar intangible
interests. Tenant shall immediately notify County in case of fire or accident in the Premises and
of defects in any improvements or equipment within the Premises.
C. Waiver of Subrogation. County and Tenant each hereby waives all rights of recovery against
the other on account of loss and damage occasioned to the Premises of such waiving Party to the
extent that the waiving Party is entitled to proceeds for such loss and damage under any property
insurance policies carried or otherwise required to be carried by this Lease; provided however, that
the foregoing waiver shall not apply to the extent of Tenant's obligation to pay deductibles under
any such policies and this Lease. By this waiver it is the intent of the Parties that neither County
nor Tenant shall be liable to any insurance company (by way of subrogation or otherwise) insuring
the other Party for any loss or damage insured against under any property insurance policies, even
though such loss or damage might be occasioned by the negligence of such Party, its agents,
employees, contractors or invitees.
County and Tenant each acknowledges that it is familiar with the language and provisions of
California Civil Code Section 1542, which provides as follows:
A general release does not extend to claims that the creditor or releasing party does
not know or suspect to exist in his or her favor at the time of executing the release and
that, if known by him or her, would have materially affected his or her settlement
with the debtor or released party.
County and Tenant, each being aware of and understanding the terms of Section 1542, hereby
waives all benefit of its provisions to the extent described in this paragraph.
23. HAZARDOUS MATERIALS (3.2 SR)
A: Definition of Hazardous Materials. For purposes of this Lease, the term "Hazardous
Materials" shall mean any hazardous or toxic substance, material, product, byproduct, or waste
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I-L155D-452
OC Parks Standard Revenue Lease Form 10-85
which is or shall become regulated by any governmental entity, including, without limitation,
County, acting in its governmental capacity, the State of California or the United States
government.
B. Use of Hazardous Materials. Tenant or Tenant's employees, agents, independent contractors
or invitees (collectively "Tenant Parties") shall not cause or authorize any Hazardous Materials
to be brought upon, stored, kept, used, generated, released into the environment or disposed of on,
under, from or about the Premises (which for purposes of this clause shall include the subsurface
soil and ground water). Notwithstanding the foregoing, Tenant and Tenant Parties may keep on
or about the Premises small quantities of Hazardous Materials that are used in the ordinary,
customary, and lawful cleaning of and business operations on the Premises. Said permitted
Hazardous Materials shall be stored in a safe location and shall be disposed of in a manner provided
by law.
C. Tenant Obligations. If the presence of any Hazardous Materials on, under or about the Premises
caused or authorized by Tenant or Tenant Parties results in (i) injury to any person., (ii) injury to
or contamination of the Premises (or a portion thereof), or (iii) injury to or contamination or any
real or personal property wherever situated, Tenant, at its sole cost and expense, shall promptly
take all actions necessary or appropriate to return the Premises to the condition existing prior to
the introduction of such Hazardous Materials to the Premises and to remedy or repair any such
injury or contamination: Without limiting any other rights or remedies of County under this Lease,
Tenant shall pay the cost of any such cleanup or remedial work performed on, under, or about the
Premises as required by this Lease or by applicable laws in connection with the removal, disposal,
neutralization or other treatment of such Hazardous Materials caused or authorized by Tenant or
Tenant Parties to be introduced on, under or about the Premises. Notwithstanding the foregoing,
Tenant shall not take any remedial action in response to the presence, discharge or release, of any
Hazardous Materials on, under or about the Premises caused or authorized by Tenant or Tenant
Parties, or enter into any settlement agreement, consent decree or other compromise with any
governmental or quasi -governmental entity without first obtaining the prior written consent of the
Director, which consent shall not be unreasonably withheld, conditioned or delayed. All work '
performed or caused to be performed by Tenant as provided for above shall be done in good and
workmanlike manner and in compliance with plans, specifications, permits and other requirements
for such work approved by Director, which approval shall not be unreasonably withheld,
conditioned or delayed.
24. BEST MANAGEMENT PRACTICES (3.3 SR)
A. Tenant shall conduct operations under this Lease so as to assure that Tenant, or Tenant's agents
actions do not cause pollutants to enter municipal storm drain systems which systems are
comprised of, but are not limited to curbs and gutters that are part of the street systems
("Stormwater Drainage System"), and to ensure that Tenant's actions do not cause pollutants to
directly impact Receiving Waters (as used herein, "Receiving Waters" include, but are not limited
to, rivers, creeks, streams, estuaries, lakes, harbors, bays and oceans) in violation of applicable law
or regulations.
B. The Santa Ana and San Diego Regional Water Quality Control Boards have issued National
Pollutant Discharge Elimination System ("NPDES") permits ("Stormwater Permits") to the
County, and to the Orange County Flood Control District and cities within Orange County - of
which Tenant is a member city, as co-permittees (hereinafter collectively referred to as "County
Parties") which regulate the discharge of urban runoff from areas within the County, including
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IIA55D-452
OC Parks Standard Revenue Lease Form 10-86
the Premises leased under this Lease. The County Parties have enacted water quality ordinances
that prohibit conditions and activities that may result in polluted runoff being discharged into the
Stormwater Drainage System.
C. To assure compliance with the Stormwater Permits and water quality ordinances, the County
has developed a. Drainage Area . Management Plan ("DAMP".) which includes a Local
Implementation Plan ("LIP") for each jurisdiction that contains Best Management Practices
(`BMP(s)") as provided in Exhibit C, and which may change from time to time, in connection
with changes to the MS4 permit requirements on the County, that Tenant's using properties within
Orange County must adhere to. As used herein, a BMP is defined as a technique, measure, or
structural control that is used for a given set of conditions to manage the quantity and improve the
quality of stormwater runoff in a cost-effective manner. These BMPs are found within County's
LIP in the form of Model Maintenance Procedures and BMP Fact Sheets (the Model Maintenance
Procedures and BMP Fact Sheets contained in the DAMP/LIP shall be referred to hereinafter
collectively as `BMP Fact , Sheets") and contain pollution prevention and source control
techniques to eliminate non-stormwater discharges and minimize the impact of pollutants on
stormwater runoff.
D. BMP Fact Sheets that apply to uses authorized under this Lease include the BMP Fact Sheets
that are attached hereto as Exhibit C. These BMP Fact Sheets may be modified during the term of
the Lease in connection with.changes to the MS4 permit requirements on the County; and County
shall provide Tenant with any such modified BMP Fact Sheets. Tenant, its sub tenants, agents,
contractors, representatives and employees and all persons authorized by Tenant to conduct
activities on the Premises shall, throughout the term of this Lease, comply with the BMP Fact
Sheets as they exist now or are modified, in connection with changes to the MS4 permit
requirements on the County, and shall comply with all other requirements of the Stormwater
Permits, as they exist at the time this Lease commences or as the Stormwater Permits may be
modified, Connection with changes to the MS4 permit requirements on the County. The BMPs
applicable to uses authorized under this Lease must be performed as described within all applicable
BMP Fact Sheets.
E. Tenant may propose alternative BMPs that meet or exceed the, pollution prevention
performance of the BMP Fact Sheets, and in compliance with the Tenant's obligations as a County
Party.
F. County may enter the Premises and/or review Tenant's records at any reasonable time and upon
reasonable prior written notice to assure that activities conducted on the Premises comply with the
requirements of this clause.
G. Among other requirements, the industrial NPDES permit requires periodic stormwater
inspections by the State and/or County OC Watersheds staff to ensure facility compliance, which
may include annual inspections, of the Premises, with follow up inspections as a result of observed
violations requiring corrective actions.
H. The BMP's shall stipulate the process for the Tenant to take corrective actions, and state the
consequences of non-compliance or County options under the Lease to self -remedy the matter.
The Santa Ana and San Diego Regional Water Quality Control Boards have established
penalties/consequences for non-compliance and those are to be included in this Lease. County to
have the option to terminate the Lease if the Tenant does not correct a non-compliance situation
in a, timely manner.
RL t 1/8/2022 Page L l of 26
I IA5 5D-452
OC Parks
Lease Number:
Standard Revenue Lease Form 10-87
I. Upon written agreement between the Parties, reasonable environmental indemnification
language may be added or amended from time to time if in response to changes to the MS4 permit
requirements on the County.
J. Work activities are to be conducted in a controlled area where pollutants shall be contained and
any heavy metals detected at significantly higher levels than the benchmarks set by the Regional
Board shall be addressed. All applicable BMPs are to be properly implemented, including any and
all future modifications, updates, or replacement BMPs that may be issued from time to time, shall
be used by Tenant.
K. Site modifications, such as distinctly designated work areas with controls to prevent pollutants
from escaping and wastewater drain, will be required to be segregated from stormwater drain.
L. In the event Tenant fails to comply with all applicable BMPs, County, in addition to any and
all remedies available in Clause 30 (DEFAULTS AND REMEDIES), shall have the right to self-
help remedies or terminate the Lease as follows:
1. Terminate the Lease due to non-compliance with the BMPs incorporated in the Lease
and as BMPs may change from time to time, if Tenant does not cure such non-
compliance within ten (10) business days after written notice from County to Tenant
notifying Tenant of the non-compliance, or;
2. Remedy a non-compliance situation with a chargeback to the Tenant for the cost. The
details regarding notification, timeline, and procedure are to be drafted and mutually
agreed upon by both Parties to ensure all water quality issues are addressed within the
Lease. In the event the Tenant's BMP implementation is lacking or if the Tenant allows
a prohibitive discharge to occur, then the Regional Board will only take enforcement
action against County. Therefore, this Lease must establish a BMP compliance
partnership with the Tenant and the Lease must ensure the protection of water quality
is inherent in the Tenant's day-to-day operations.
25. BUILDING AND SAFETY REQUIREMENTS (3.4 SR)
During the Term of this Lease, Tenant, at Tenant's sole cost, agrees to maintain the Premises in
compliance with all applicable laws, rules, regulations, building codes, statutes, and orders as they
are applicable on the date of this Lease, and as they may be subsequently amended, including but
not limited to the California Building Code, Title 24, Seismic Code, Fire and Life Safety
requirements and, if applicable, California Green Building Standard Code.
Included in this provision is compliance with the Americans with Disabilities Act ("ADA") and
all other federal, state, and local codes, statutes, and orders relating to disabled access as they are
applicable on the dates of this Lease, and as they may be subsequently amended and all regulations
issued by the U. S. Attorney General or other agencies under the authorization of the ADA.
However, Tenant shall not be responsible for any ADA violations resulting from alterations made
by County or the placement of fixtures or equipment by County.
In addition to the foregoing ADA compliance required of Tenant, Tenant shall provide an
accessibility lift to facilitate access and use of the public docks and vessels tied thereto for disabled
and handicapped boat users, including those in wheelchairs. Tenant shall also provide a means for
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I IA55D-452
OC Parks Standard Revenue Lease Form 1 0-88
the public to reserve use of the accessibility lift. The accessibility lift shall be operated by Tenant
at Tenant's sole cost and expense.
Tenant shall use commercially reasonable efforts to comply with, and to repair and maintain the
Premises as necessary for such compliance, as a "safe place of employment," as defined in the
California Occupational Safety and Health Act (California Labor Code, Division 5, Part 1, Chapter
3, beginning with Section 6400) and the Federal Occupational Safety and Health Act, where the
provisions of such Act exceed, or supersede, the California Act, as the provisions of such Act are
applicable on the date of this Lease, and as they may be subsequently amended. County agrees to
notify Tenant of any repair or maintenance necessary within the Premises to comply with such Act
and if compliance is required of Tenant with respect to the particular repair or maintenance, Tenant
agrees to diligently act to repair or maintain appropriately.
In the event Tenant does not comply with the foregoing requirements to the extent reasonably
applicable to the Premises as aforesaid, following thirty (30) days after written notice from County
to Tenant providing notice, County may,
a. thirty (30) days following a second written notice, subject to Tenant's reasonable attempt
to cure and diligent efforts to pursue completion thereof, County may terminate this Lease
with written notice to the Tenant; or
b; at County's sole option, cure any such Tenant Default by performance of any act, including
payment of money, and bill Tenant for the cost thereof plus reasonable administrative costs
(not to exceed ten percent (10%).
Tenant agrees to reimburse and indemnify, and defend County for any expenses incurred because
of the failure of the Premises to conform with any and all applicable laws, rules, regulations,
building codes, statutes, and orders, including the costs of making any alterations, renovations, or
accommodations required by the ADA, or any governmental enforcement agency, or any court,
any and all fines, civil penalties, and damages awarded against County resulting from a violation
or violations of the above -cited laws, rules, regulations, building codes, statutes, and orders and
regulations, and all reasonable legal expenses incurred in defending claims made under the above
referenced laws, rules, regulations, building codes, statutes, and orders, including reasonable
attorneys' fees. Should Tenant fail to comply with the provisions of this Clause 25, Tenant may
be found in Tenant Default and the County may exercise those remedies set forth in Clause 30
(DEFAULTS AND REMEDIES)'.
26. DAMAGE TO OR DESTRUCTION OF PREMISES AND/OR TENANT
IMPROVEMENTS (3.5 SR)
A. Premises. In the event of any damage to or destruction of the Premises or in the event the
Premises are declared unsafe or unfit for use or occupancy by a public entity with the authority to
make and enforce such declaration, County shall have the immediate right to terminate this Lease
effective upon providing written notice to Tenant. In the event of said termination, County shall
be entitled to receive and retain any and all insurance proceeds resulting from or attributable to
such casualty, except for those proceeds payable under any separate policy maintained by Tenant
which specifically insures Tenant's personal property and trade fixtures. In the event that County
does not elect to terminate this Lease following said casualty, County, at County's expense, may
rebuild, reconstruct and restore the Premises, excluding Tenant's personal property and trade
fixtures, which shall be the responsibility of Tenant. Tenant understands and acknowledges that
County shall be free to make such changes and modifications to the Premises as County deems
appropriate in the exercise of its reasonable and good faith discretion. During any period when
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I IA55D-452
OC Parks
Lease Number:
Standard Revenue Lease Form 10-89
County determines in its reasonable and good faith discretion that there is substantial interference
with Tenant's use of the Premises by reason of such casualty, the monthly Rent payable hereunder
shall be temporarily abated in proportion to the degree of such substantial interference. With respect
to damage or destruction which County elects to repair, Tenant waives and releases its rights under
California Civil Code Sections 1932 (2) and 1933 (4).
B. Tenant Improvements. In the event' of damage to or destruction of Tenant Improvements
located within the Premises or in the event Tenant Improvements located within the Premises are
declared unsafe or unfit for use or occupancy by a public entity with the authority to make and enforce
such declaration, Tenant shall, within thirty (30) days, commence and diligently pursue to completion
the repair, replacement, or reconstruction of Tenant Improvements to the same size as they existed
immediately prior to the event causing the damage or destruction, as necessary to permit full use and
occupancy of the Premises for the purposes required by the Lease. Repair, replacement, or
reconstruction of Tenant Improvements within the Premises shall be accomplished in a manner and
according to plans approved by the Director, which approval shall not be unreasonably withheld,
delayed or conditioned, provided however that if the event causing the damage was an extraordinary
occurrence not caused by Tenant (e.g. earthquake hurricane, tornado, tsunami, explosion, act of terror,
war, or other casualty beyond the reasonable control of Tenant), Tenant may elect not to so repair or
replace such improvements, in its sole discretion (provided that if the improvements are not to be
repaired or replaced, then they shall be placed into a safe condition or removed), and the Rent shall
be reduced accordingly based upon the reduction in use.
County shall not be liable for any damage to Tenant Improvements or Tenant personal property or
of others located on the Premises, nor for the loss of or damage to any property of Tenant or others
by theft or otherwise. All property of Tenant kept or stored on the Premises shall be so kept or
stored at the risk of Tenant, unless such damage is caused by County willful misconduct or gross
negligence.
Notwithstanding the foregoing, should the Premises be substantially damaged (and not repaired
by County) or the Tenant Improvements substantially damaged (and not repaired by Tenant) such
that Tenant cannot make use of the Premises as contemplated by this Lease, Tenant shall have the
right to terminate this Lease upon thirty (30) days' written notice to County after Tenant makes
Tenant Improvements safe or secure.
27. ASSIGNMENT AND SUBLETTING (3.6 SR)
Subject to prior review and approval by County, Tenant may allow for the rental, licensing,
permitting, or subletting, etc. of the Premises when doing so results in providing for the uses
permitted in Clause 3 (USE) above. Any mortgage, pledge, hypothecation, encumbrance, transfer,
sublease, license, permit, or assignment (hereinafter in this clause referred to collectively as
"Encumbrance") of Tenant's interest in the Premises, or any part or portion thereof without the
prior written approval of County is prohibited. All Encumbrances are subject to County's review
and approval, including those Encumbrances that result in providing for the uses permitted in
Clause 3 (USE) above. County approval is subject to negotiation by the Parties and may result in
charges for rent. County may reasonably withhold such approval.
Should County consent to any Encumbrance, such consent shall not constitute a waiver of any of
the terms, covenants, or conditions of this Lease or be construed as County's consent to any further
Encumbrance. Such terms, covenants or conditions shall apply to each and every Encumbrance
hereunder and shall be severally binding upon each and every party thereto. Any document to
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I IA55D-452
OC Parks Standard Revenue Lease Form 10-90
mortgage, pledge, hypothecate, encumber, transfer, sublet, or assign the Premises or any part
thereof shall not be inconsistent with the provisions of this Lease and in the event of any such
inconsistency, the provisions of this Lease shall control.
Tenant may, with prior notice, engage the services of a professional management company and
such employment shall not be construed to be an assignment or transfer of the Lease. Any license,
sublease, permit, etc. issued by Tenant shall be consistent with and subject to the terms and
conditions of this Lease and shall be subject to review and approval by the County, whose approval
shall not be unreasonably withheld. Each license, sublease, permit, etc. issued by Tenant shall
require adequate commercially reasonable insurance, as determined by the County, with the
County of Orange named as additional insured, and shall indemnify the County of Orange, its
elected officials, agents, officers, and employees.
28. TAXABLE POSSESSORY INTEREST ASSESSMENTS (3.7 SR)
Should this Lease create any possessory interest, which is subject to the payment of taxes levied
on such interest, it is understood and agreed that all assessments associated with said taxable
possessory interest shall be the full responsibility of the Tenant, and Tenant shall cause said
assessments to be paid promptly.
29. ESTOPPEL CERTIFICATE (3.8 SR) - Intentionally Omitted
30. DEFAULTS AND REMEDIES (3.9 SR)
A. Tenant Default: Tenant shall be deemed in default of this Lease if, in the event of any non -
monetary breach of this Lease, Tenant, fails within fifteen (15) days after receipt by Tenant of
written notice specifying wherein such obligation of Tenant has not been performed; provided
however, that if the nature of Tenant's obligation is such that more than fifteen (15) days after such
notice are reasonably required for its performance, then Tenant shall not be in breach of this Lease
if performance is commenced as soon as reasonably possible within such fifteen (15) day period
and thereafter diligently pursued to completion (each, a "Tenant Default").
B. County Default: County shall be deemed in breach of this Lease if. a) in the event of any
monetary breach of this Lease by County, Tenant shall notify County in writing of such breach,
and County shall have ten (10) days from such notice in which to cure said breach or b) in the
event of any non -monetary breach of this Lease, County fails within fifteen (15) days after receipt
by County of written notice specifying wherein such obligation of County has not been performed;
provided however, that if the nature of County's obligation is such that more than fifteen (15) days
after such notice are reasonably required for its performance, then County shall not be in breach
of this Lease if performance is commenced as soon as reasonably possible within such fifteen (15)
day period and thereafter diligently pursued to completion (each, a "County Default").
C. Tenant Remedies: Tenant's sole remedy for a County Default shall be against the County's
interest in the Premises (including, without limitation, proceeds from the sale of the Premises,
condemnation awards to which County is entitled under the terms of the Lease and proceeds from
insurance policies that County maintains under the Lease) and includes only the right to damages
and/or injunctive relief (collectively, "Tenant Remedies"), and in no event shall Tenant have the
right to terminate this Lease or to rent abatement hereunder.
D. County Remedies: County's remedies as the result of Tenant Default for breach shall be the
right to damages, injunctive relief, and/or any other rights at law or in equity, and termination of
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I-I<k55D-452
OC Parks Standard Revenue Lease Form 10-91
the Lease pursuant to the Sections specified herein. No delay or omission of County to exercise
any right or remedy shall be construed as a waiver of such right or remedy or of any Tenant. Default
hereunder.
31. LABOR CODE COMPLIANCE (4.0 SR)
Tenant shall comply with the provisions of the California Labor Code and the Davis -Bacon Act
with respect to the performance of any public work on the Premises, including compliance with
any and all applicable laws related to public projects, goods and services, including but not limited
to payment of prevailing wage, as applicable.
32. RIGHT TO WORK AND MINIMUM WAGE LAWS (4.1 SR)
Tenant shall comply with applicable laws regarding the hiring and employment of workers on the
Premises, including the federal Immigration Reform and Control Act of 1986, federal Fair Labor
Standards Act of 193 8, and California Labor Code section 1178.5.
33. SIGNAGE (4.2 SR)
Subject to prior review and approval by County, Tenant may install and maintain signs or displays
on the Premises. Such signage must comply with all applicable laws and zoning and site plan
requirements. Unapproved signs, awnings, banners, flags, etc., may be removed by County
without prior written notice to Tenant provided a reasonable period of time prior to any such
proposed removal.
34. AUTHORITY (4.3 SR)
The persons executing this Lease on behalf of County or Tenant warrant that they have the power
and authority to bind County or Tenant to this Lease.
35. LEASE ORGANIZATION (4.4 SR)
The various headings in this Lease, the numbers thereof, and the organization of the Lease into
separate sections and paragraphs are for purposes of convenience only and shall not be considered
otherwise.
36. SUCCESSORS IN INTEREST (4.5 SR)
Unless otherwise provided in this Lease, the terms, covenants, and conditions contained herein
shall apply to and bind the heirs, successors, executors, administrators, and assigns of all the
Parties hereto, all of whom shall be jointly and severally liable hereunder.
37. AMENDMENTS (4.6 SR)
This Lease sets forth the entire agreement between Lessor and County and any modification must
be in the form of a written amendment.
38. PARTIAL INVALIDITY (4.7 SR) — Intentionally Omitted
39. WAIVER OF RIGHTS (4.8 SR)
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I-IA55D-452
OC Parks
Lease Number
Standard Revenue Lease Form 10-92
The failure of Tenant or County to insist upon strict performance of any of the terms, conditions,
and covenants in this Lease shall not be deemed a waiver of any right or remedy that Tenant or
County may have, and shall not be.deemed a waiver of any right or remedy for a subsequent
breach or default of the terms, conditions, and covenants herein contained. Any waiver, in order
to be effective, must be signed by the Party whose right or remedy is being waived.
40. HOLDING OVER (4.9 SR)
In the event Tenant shall continue in possession of the Premises after the term of this Lease, such
possession shall not be considered a renewal of this Lease but a tenancy from month to month
and shall be governed by the conditions and covenants contained in this Lease, EXCEPT that
monthly Rent shall be equal to one hundred and fifty percent (150%) of the Rent due during the
last month of the Term.
41. EARTHQUAKE SAFETY (5.0 SR)
Tenant accepts the Premises "as is" and "where is" and County offers no warranties or
representations whatsoever that the Premises is or has been in compliance with applicable seismic
safety regulations and building codes at the time of construction. All such seismic, safety and
building regulation compliance is the responsibility of the Tenant.
42. QUIET ENJOYMENT (5.1 SR)
County agrees that, subject to the terms, covenants and conditions of this Lease, Tenant may,
upon observing and complying with all terms, covenants and conditions of this Lease, peaceably
and quietly occupy the Premises.
43. GOVERNING LAW AND VENUE (5.2 SR)
This agreement has been negotiated and executed in the State of California and shall be governed
by and construed under the laws of the State of California. In the event of any legal action to
enforce or interpret this agreement, the sole and exclusive venue shall be a court of competent
jurisdiction located in Orange County, California, and the Parties hereto agree to -and do hereby
submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure section 394.
44. ATTORNEYS' FEES (5.3 SA)
In the event of a dispute between Tenant and County concerning claims arising out of this Lease,
or in any action or proceeding brought to enforce or interpret any provision of this Lease or where
any provision hereof is validly asserted as a defense, each Party shall bear its own attorneys' fees
and costs.
45. TIME OF ESSENCE (5.4 SR)
Time is of the essence of this Lease. Failure to comply with any time requirements of this Lease
shall constitute a material breach of this Lease.
46. INSPECTION OF PREMISES BY A CERTIFIED ACCESS SPECIALIST (5.5 SR)
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FL155D-452
OC Parks Standard Revenue Lease Form 10-93
A Certified Access Specialist ("CASp") can inspect the subject premises and determine whether
the subject premises comply with all of the applicable construction -related accessibility standards
under state law. Although state law does not require a CASp inspection of the subject premises,
the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a
CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee
or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements
for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection,
and the cost of making any repairs necessary to correct violations of construction -related
accessibility standards within the premises.
Pursuant to California Civil Code 1938, County hereby represents that the Premises has not
undergone an inspection by a certified access specialist and no representations are made with
respect to compliance vith accessibility standards. If it is determined during this tenancy that a
violation of handicapped access laws (including the Americans with Disabilities Act) exists at the
Premises, Tenant shall take all commercially reasonable measures to correct such non-compliance
at Tenant's cost.
47. FORCE MAJEURE (5.6 SR)
For purposes of this Lease, the term "Force Majeure" means any of the following events which
are beyond the control of either Party: act of God, unavailability of equipment or materials (but
only if such equipment and materials were ordered in a timely fashion), enemy or terrorist act, act
of war, riot or civil commotion, strike, lockout or other labor disturbance, fire, earthquake,
explosion, governmental delays (including nonstandard delays in issuance of any permit or other
necessary governmental approval or the scheduling of any inspections or tests), nonstandard
delays by third party utility providers, or any other matter of any kind or character beyond the
reasonable control of the Party delayed or failing to perform under this Lease despite such Parry's
best efforts to fulfill the obligation. "Best Efforts" includes anticipating any potential force
majeure event and addressing the effects of any such event (a) as it is occurring and (b) after it
has occurred, to prevent or minimize any resulting delay to the extent reasonably possible. Force
Majeure shall not include inability to obtain financing or other lack of funds. Tenant and County
shall be excused for the period of any delay in the performance of any obligation hereunder when
such delay is occasioned by causes beyond either Parry's control.
48. CONDEMNATION (5.7 SR)
If the Premises or any portion thereof are taken under the power of eminent domain or sold under
the threat of the exercise of said power (collectively, "Condemnation"), this Lease shall
terminate as to the part taken as of the date the condemning authority takes title or possession,
whichever first occurs. If all or a material portion of the rentable area of the Premises are taken
by Condemnation, Tenant may, at Tenant's option to be exercised in writing within ten (10) days
after County shall have given Tenant written notice of such taking (or in the absence of such
notice, within ten (10) days after the condemning authority shall have taken possession) terminate
this Lease as of the date the condemning authority takes such possession. 'County shall also have
the right to terminate this Lease if there is a taking by Condemnation of any portion of the building
or property which would have a material adverse effect on the ability to -profitably operate the
remainder of the building., If neither Parry terminates this Lease in accordance with the foregoing,
this Lease shall remain in full force and effect as to the portion of the Premises remaining, except
that the rent shall be reduced in proportion to the reduction in utility of the Premises caused by
such Condemnation. Condemnation awards and/or payments shall be apportioned between
RI: I l/8/2022 Page 18 of 26 Lease Number:
LL=U 5D-452
OC Parks Standard Revenue Lease Form 10 94
County and Tenant pursuant to each of their rights under applicable law. Tenant hereby waives
any and all rights it might otherwise have pursuant to Section 1265.130 of the California Code of
Civil Procedure, or any similar or successor Laws.
49. CONSENT OR APPROVAL (5.8 SR)
Unless expressly stated otherwise, where the consent or approval of a Party is required, such
consent or approval will not be unreasonably withheld, conditioned or delayed.
50. UNENFORCEABLE PROVISIONS (5.9 SR)
If any paragraph or clause hereof shall be determined illegal, invalid or unenforceable, it is the
express intention of the Parties hereto that the remainder of the Lease shall not be affected thereby,
and it is also the express intentions of the Parties hereto that in lieu of each paragraph or clause of
this Lease which may be determined to be illegal, invalid or unenforceable, there may be added as
a part of this Lease a paragraph or clause as similar in terms to such illegal or invalid or
unenforceable paragraph or clause as may be possible and may be legal, valid and enforceable.
51. CONTROL OF HOURS, PROCEDURES, AND PRICES (6.0 SR)
Tenant shall at all times maintain a written schedule delineating the operating hours and operating
procedures for each business operation on or from the Premises. A schedule of prices charged for
all goods and/or services supplied to the public on or from the Premises shall also be maintained.
Tenant agrees that when alternate forms of packaging are available, only items packaged in a
manner most compatible with the goals of reducing litter and preserving the environment shall be
sold. Sale of beverages in pop -top cans or in non -returnable metal or glass containers shall not be
permitted. Recyclable, push -top type beverage containers may be permitted subject to reasonable
approval by the Director.
Upon written request, Tenant shall furnish the Director a copy of said schedules and procedures.
Should Director, upon review and conference with Tenant, decide any part of said schedules or
procedures is not justified with regard to fairly satisfying the needs of the public, Tenant, upon
written notice from Director, shall modify said schedules or procedures to the reasonable
satisfaction of said Director.
Primary consideration shall be given to the public's benefit in implementing this clause.
Tenant agrees that it will operate and manage the services and facilities offered in a competent and
efficient manner at least comparable to other well managed operations of similar type.
Tenant shall at all times retain active, qualified, competent, and experienced personnel to supervise
Tenant's operation and to represent and act for Tenant.
In compliance with the terms of the memorandums of understanding between Tenant and its
workforce, Tenant shall require its attendants and employees to be properly dressed, clean,
courteous, efficient, and neat in appearance at all times. Tenant shall not employ any person(s) in
or about the Premises who shall use offensive language or act in a loud, boisterous, or otherwise
improper manner.
RI: l l/8/2022 Page 19 of 26 Lease Number:
HA55D-452
OC Parks Standard Revenue Lease Form 10-95
Tenant shall maintain a close check over attendants and employees to insure the maintenance of a
high standard of service to the public. Tenant shall replace any employee whose conduct is
detrimental to the best interests of the public.
52. LIMITATION OF THE LEASEHOLD (6.1 SR)
This Lease and the rights and privileges granted Tenant in and to the Premises are subject to all
covenants, conditions, restrictions, and exceptions of record or apparent. Nothing contained in this
Lease or in any document related hereto shall be construed to imply the conveyance to Tenant of
rights in the Premises which exceed those owned by County, or any representation or warranty,
either express or implied, relating to the nature or condition of the Premises or County's interest
therein. Tenant has accepted the Premises in its "as is" / "where is" condition.
53. PERMITS AND LICENSES (6.2 SR)
Tenant shall be required to obtain any and all approvals, permits and/or licenses which may be
required in connection with the operation of the Premises as set out herein. No permit, approval,
or consent given hereunder by County, in its governmental capacity, shall affect or limit Tenant's
obligations hereunder, nor shall any approvals or consents given by County, as a parry to this
Lease, be deemed approval as to compliance or conformance with applicable governmental codes,
laws, rules, or regulations.
54. PAYMENT CARD COMPLIANCE (6.3 SR) — Intentionally Omitted
55. NONDISCRIMINATION (6.4 SR)
Tenant agrees not to discriminate against any person or class of persons by reason of sex, age,
race, color, creed, physical .handicap, or national origin in employment practices and in the
activities conducted pursuant to this Lease. Tenant shall make its accommodations and services
available to the public on fair and reasonable terms.
56. CONDITION OF PREMISES UPON TERMINATION (6.5 SR)
Except as otherwise agreed to herein or in subsequent approval in writing by County, upon
termination of this Lease, Tenant shall redeliver possession of said Premises to County in
substantially the same condition that existed immediately prior to Tenant's entry thereon,
reasonable wear and tear, flood, earthquakes, war, and any act of war, excepted. It is agreed that
any Tenant Improvement on the Premises may be considered the personal property of County at
County's sole discretion. Upon termination, County will notify Tenant if any such Tenant
Improvements need to be removed at Tenant's sole cost and expense. References to the
"termination of the Lease" in this Lease shall include termination by reason of the expiration of
the lease term.
57. DISPOSITION OF ABANDONED PERSONAL PROPERTY (6.6 SR)
If Tenant abandons or quits the Premises or is dispossessed thereof by process of law or otherwise,
title to any personal property belonging to Tenant and left on the Premises fifteen (15) days after
written notice of such personal property remaining upon the Premises shall, at County's option, be
deemed to have been transferred to County. County shall have the right to remove and to dispose
of such property without liability therefor to Tenant or to any person claiming under Tenant and
RI: i u82022 Page 20 of 26
HA55D-452
OC Parks
Lease Number:
Standard Revenue Lease Form 10-96
shall have no need to account therefor. The disposal of vessels that are not the property of Tenant
shall be in accordance with applicable laws by the Tenant.
58. QUITCLAIM OF TENANT'S INTEREST UPON TERMINATION (6.7 SR)
Upon termination of this Lease for any reason, including but not limited to termination because of
Tenant Default, upon Tenant's receipt of a written request from County, Tenant shall execute,
acknowledge, and deliver to County, within thirty (30) days after receipt of written demand
therefor, a good and sufficient deed whereby all right, title, and interest of Tenant in the Premises
is quitclaimed to County. Should Tenant fail or refuse to deliver the required deed to County,
County may prepare and record a notice reciting the failure of Tenant to execute, acknowledge,
and deliver such deed and said notice shall be conclusive evidence of the termination of this Lease
and of all rights of Tenant or those claiming under Tenant in and to the Premises.
59. PUBLIC RECORDS (6.8 SR)
Any and all written information submitted to and/or obtained by County from Tenant or any other
person or entity having to do with or related to this Lease and/or the Premises, either pursuant to
this Lease or otherwise, at the option of County, may be treated as a public record open to
inspection by the public pursuant to the California Records Act (Government Code Section 6250,
et seq.) as now in force or hereafter amended, or any Act in substitution thereof, or otherwise made
available to the public and Tenant hereby waives, for itself, its agents, employees, sub -Tenants,
and any person claiming by, through or under Tenant, any right or claim that any such information
is not a public record or that the same is a trade secret or confidential information and hereby
agrees to indemnify and hold County harmless from any and all claims, demands, liabilities, and/or
obligations arising out of or resulting from a claim by Tenant or any third party that such
information is a trade secret, or confidential, or not subject to inspection by the public, including
without limitation reasonable attorneys' fees and costs.
60. RELATIONSHIP OF PARTIES (6.9 SR)
The relationship of the Parties hereto is that of Lessor and Tenant, and it is expressly understood
and agreed that County does not in any way or for any purpose become a partner of or a joint
venturer with Tenant in the conduct of Tenant's business or otherwise, and the provisions of this
Lease and the agreements relating to rent payable hereunder are included solely for the purpose of
providing a method by which rental payments are to be measured and ascertained.
61. NO BROKERS USED (7.0 SR)
Neither Party has employed any broker or finder or incurred any liability for any brokerage fee,
commission, finder's fee, or reimbursement expenses in connection with the transactions
contemplated by this Lease.
62. NOTICES (7.1 SR)
All written notices pursuant to this Lease shall be addressed as set forth below or as either Party
may hereafter designate by written notice and shall be deemed received upon personal delivery,
delivery by, electronic mail, or seventy-two (72) hours after deposit in the United States Mail.
RI: t v8/2022 Page 21 of 26 Lease Number:
HA55D-452
OC Parks Standard Revenue Lease Form 10-97
To: Tenant
To: County
City of Newport Beach
Attn: City Manager
100 Civic Center Drive
Newport Beach, CA 92660
With a copy to:
City of Newport Beach
Attn: Real Property Administrator
100 Civic Center Drive
Newport Beach, CA 92660
County of Orange
OC Parks
Attn: Director
13042 Old Myford Road
Irvine, CA 92602
With a copy to:
County of Orange, CEO Real Estate
Attn: Chief Real Estate Officer
County Administration North
400 Civic Center Drive — 5th Floor
Santa Ana, CA 92701
Insurance:
All insurance certificates and insurance
related correspondence shall be emailed or
mailed to the following with appropriate
Project name, lease/license/contract # to:
Insurance.ceore@ocgov.com.
All other types of notices are to be mailed to:
County of Orange,
County Administration North (CAN)
400 Civic Center Drive — 5th Floor
Santa Ana, CA 92701
Any and all insurance related mail shall include the Lease number and project name and City
shall mail all insurance certificates and insurance -related correspondence to:
insurance.ceore@ocgov.com.
63. ATTACHMENTS TO LEASE (7.2 SR)
This Lease includes the following, which are attached hereto and made a part hereof:
I. EXHIBITS
Exhibit A
— Description of Premises
Exhibit B
— Depiction of Premises
Exhibit C
— Best Management Practices
64. DEDICATION OF CITY DOCKS. The Irvine Company has plans to construct the City
Docks as part of its Balboa Marina expansion and then offer it for dedication to Tenant. Tenant's
acceptance of the City Docks shall be a condition precedent to the execution of this Lease and the
Lease shall not be effective until such acceptance.
RI: l L/8/2022 Page 22 of 26 Lease Number
I U55D-452
OC Parks Standard Revenue Lease Form 10-98
IN WITNESS WHEREOF, the Parties have executed this Lease the day and year first above
written.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
By: Y"—
A n . Harp
City ttorney
ATTEST:
By:
Leliani I. Brown
City Clerk
APPROVED AS TO FORM:
OFFICE OF COUNTY COUNSEL
ORANGE COUNTY, CALIFORNIA
By:_
Deputy
TENANT
CITY OF NEWPORT BEACH
a California municipal corporation and charter city
By:
Grace K. Leung
City Manager
COUNTY
COUNTY OF ORANGE
Thomas A. Miller, Chief Real Estate Officer
Orange County, California
KI: 1 I/8/2022 Wage 23 of 26
I IA55D-452
OC Parks
Lease Number
Standard Revenue Lease Form 10-99
EXHIBIT A
DESCRIPTION OF PREMISES
Project: Lower Newport Bay Tideland Leases
Facility No.: HA55D
Parcel No.: 452
That portion of the tide and submerged lands of Newport Bay, in the City of Newport Beach.
County of Orange. State of California, described in the decree of the Superior Court of the
State of California. in and for the County of Orange, in Case No. 20436, recorded May 6, 1926 in
Book 651, Page 72 of Deeds, in the office of the County Recorder of said county, described as
follows:
Beginning at the northwest corner of Lot A of Tract No. 5361. filed in Book 190, Pages 47 and 48
of Miscellaneous Maps, in said County Recorder's Office, said comer also being a point on that
certain line shown as the -Line of Mean High Tide" on said map: thence South 24°56'00" West.
66.03 feet along the northwesterly line of said Lot A and said Line of Mean High Tide: thence
leaving said line, South 8718'31" West, 61.50 feet to a line shown as the "U.S. Pierhead Line" on
said map: thence North 24°56'00" East, 66.03 feet along said U.S. Pierhead Line to the westerly
prolongation of the northerly line of said Lot A: thence North 8 7*18'31" East. 61.50 feet along said
westerly prolongation to the POINT OF BEGINNING.
Containing 3,598 Square Feet, more or less.
See EXHIBIT B attached and by reference made a part.
APPROVED
Kevin Hills, County Surveyor, L.S. 6617
Date: 09-12-2022
Raymond J. Rivera, L.S. 8324
Ki I 1 8 2022 Page 24 of 0
I IA55)--452
OC Parks
I.casc Number
Standard Revenue Lease Form 10-100
EXHIBIT B
DEPICTION OF PREMISES
Une of Mean High Tide
per (R1)
N Newport
N4N corner of Lot A
j�Tract N6. �8,1 N'LY line of Lot A
{y Tract No. 5361
Bay at90 �(/.� N87'18'31"E 665.30' R1 -
Tide and Submerged Lands (R2)
/ U3. Plerhead Line
per (R1_) c
r
lRr��
Station No. 11 (R' i ` L2
Line of Mean High Tide / — DETAIL N.T.S.}
Per (R1) j
.U.S: Buik6ead Line
pet (131)
r A(-'P*O,B, I
4 22 : NIMLY.line of Lot A & Tract No, 5361 f
Line of Mean High Tide
L6 per(RI) `47
M.M. 190147-48-
LOT A
8'LY tine of
Tract No. 5361
N"87"18'3V E 742.23' (RI)
Station No:11 (R1)
�piertieadtJne
per(RI),
Line of Moan High Tide
per (131)
OC PUBLICWORKS D #2015-o74
OC SURVEY
RICtHT - OF -WAY SERVICES I SCALE 1" = 80'
:1ROJECT LOWER NEWPORT BAY (HP
LOT 3 I
LINE TABLE
LINEI
BEARING
I DIST.
L1
S"O8'14'3O"" W
131.89'
L2
S W18'31" 01
55:94'
L3
N OB1410" E
49,06'
L4
N 24'56'00" E
186.15'
L5
N 87'18'31' E
181.501
L6
5 24°58'00' W
j 1.05.18'
L7
S 24"56'OT W
66,0T
L8.
S 87'18'31" W,
61,59
L9
N 24`56'00" E
66.03'
L40
N 87'18'31" E
61.60'
REFERENCES:.
(R1) = Tract No. 538:1, M.M. 190147-4.a
(R2) Boole 651 Page '72"of Deeds
EXHIBIT B
Shpet 1 of 1
LEASE AGREEMENT
RI: 11/8/2022 Page 25 of 26 Lease Number: HA55D-452 10-101
OC Parks Standard Revenue Tease Form
EXHIBIT C
Best Management Practices ("BMPs" Fact Sheets)
Tenant shall be responsible for implementing and complying with all BMP Fact Sheet
requirements that apply to this Tenant's operations. Tenant is to be aware that the BMP clause
within this lease, along with all related BMP Exhibits, may be revised, and may incorporate
more than what is initially being presented in this lease.
Suggested BMPs Fact Sheets may include, but may not be limited to, the following list shown
below and can be found at OC Watersheds BMP Industrial/Commercial Business Activities
webpage: http://ocwatersheds.com/documentsibml2 (website may change from time to time):
IC3 Building Maintenance
IC4 Carpet Cleaning
IC5 Concrete & Asphalt Production, Application, & Cutting
IC6 Contaminated or Erodible Surface Areas
IC7 Landscape Maintenance
IC9 Outdoor Drainage from Indoor Areas
IC10 Outdoor Loading/Unloading of Materials
IC 1 I Outdoor Process Equipment Operations & Maintenance
IC 12 Outdoor Storage of Raw Materials, Products, & Containers
• IC 13 Over Water Activities
IC 14 Painting, Finishing, & Coatings of Vehicles, Boats, Buildings, & Equipment
IC 15 Parking & Storage Area Maintenance
IC 17 Spill Prevention & Cleanup
IC21 Waste Handling & Disposal
IC22 Eating & Drinking Establishments
IC23 Fire Sprinkler Testing/Maintenance
IC24 Wastewater Disposal Guidelines
R1: 11i8/2022 Page 26 of 26 Lease Number: 1L155D-452
OC Parks Standard Revenue Lease Form 10-102
ATTACHMENT C
Map of County and City Tideland Dedication
10-103
�. • - A
r
\, NO PARKING
12.00'
O� 3,92 0
r O
/ 20.00',
�t
J
46
0
A.I
-11
10-104