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Home My WebLink AboutCORRESPONDENCE PA2009-023 AMR w ACTION LETTER CITY OF NEWPORT BEACH 100 Civic Center Drive Newport Beach, California 92660 949 644-3200 newportbeachca.gov/communitydevelopment 05/14/2015 VIA EMAIL April 12, 2023 CAA Planning c/o Shawna L. Schaffner 30900 Rancho Viejo Road, Suite 285 San Juan Capistrano, CA 92675 sschaffner@caaplanning.com Dear Ms. Schaffner, On July 28, 2022, the Zoning Administrator held a noticed public hearing on the required annual review of the Development Agreement between the City of Newport Beach and the Irvine Company for North Newport Center. The Zoning Administrator found that the Irvine Company was in good faith compliance with the terms of the North Newport Center Development Agreement. The approved minutes of the July 28, 2022 meeting are available online at the following link: http://newportbeachca.gov/ZoningAdministrator. Given this determination, the Development Agreement remains in effect and the North Newport Center Development Agreement is not presently in default. Should you have any questions regarding the 2021 Annual Review of the North Newport Center Development Agreement or this letter, please contact me at (949) 644-3312. Sincerely, Joselyn Perez, Associate Planner January 2022 North Newport Center Zoning Implementation and Public Benefit Agreement Annual Report Year 2021 (January 2021-December 2021) Prepared for: City of Newport Beach Planning Division Contact: Jim Campbell (949) 644-3210 Submitted by: Irvine Company 550 Newport Center Drive Newport Beach, CA 92660 Contact: Jeff Davis (949) 720-2409 Prepared by: CAA Planning, Inc. 30900 Rancho Viejo Road, Suite 285 San Juan Capistrano, CA 92675 Contact: Shawna Schaffner (949) 581-2888 Annual Report – 2021(January 2022) iii North Newport Center Zoning Implementation and Public Benefit Agreement – Expires August 2032 Contents Introduction ............................................................................................................................................... 1 Figure 1 – Sub-Areas in North Newport Center Planned Community ............................................. 1 Summary Table – North Newport Center as of December 31, 2021 ............................................... 2 Development Summary ............................................................................................................................. 2 Fashion Island .................................................................................................................................. 5 Block 100 .......................................................................................................................................... 5 Block 400 .......................................................................................................................................... 5 Block 500 .......................................................................................................................................... 5 Block 600 .......................................................................................................................................... 5 Block 800 .......................................................................................................................................... 5 San Joaquin Plaza ............................................................................................................................. 6 Public Benefits ........................................................................................................................................... 7 Public Benefits Table ........................................................................................................................ 7 Ongoing Obligations and Public Benefits ................................................................................................ 16 City Concurrence ..................................................................................................................................... 18 Annual Report Distribution ...................................................................................................................... 18 4.4 Circulation Enhancements to Public Right of Way – Completed 2013 .............................................. 19 4.9 B. Fashion Island Water Quality Enhancements – Fashion Island Parking Areas .............................. 20 Fashion Island Non-Development Water Quality Treatment – Completed 2014 ......................... 20 Compliance to Date, Section 4.9, Paragraph B – Development Agreement ................................. 20 Annual Report – 2021(January 2022) 1 North Newport Center Zoning Implementation and Public Benefit Agreement – Expires August 2032 Introduction The purpose of the 2021 Annual Report (AR) for North Newport Center is to provide an accurate record of the development that has occurred within North Newport Center during 2021. The North Newport Center Planned Community Development Plan (NNCPC) as approved in 2007 included the following sub-areas: Fashion Island, Block 500, Block 600 and San Joaquin Plaza. The NNCPC was subsequently amended in November 2009 to include portions of Blocks 100, 400, 800 and an open space parcel from the Newport Village Planned Community. The NNCPC was amended again in 2011 to expand Block 800 to include the Pacific Mutual Financial Center. Subsequently in 2012, the NNCPC was amended to increase the allowable residential development intensity by a total of 94 units and allocating the 94 units plus the 430 residential units already allocated to the MU-H3 portions of the NNCPC solely to San Joaquin Plaza. In connection with the amendment to the NNCPC, an amend- ment to the Zoning Implementation and Public Benefit Agreement DA2007-002 (Development Agreement) was approved. The Development Agreement amendment included the incorporation of portions of Blocks 100, 400, the open space parcel in Newport Village, Block 800 in its entirety, as well as the additional 94 residential units. In 2015, the NNCPC was amended for a fourth time to allow for a transfer of development intensity from outside the NNCPC, to include a portion of Block 500, and to update various regulations. This AR contains several tables that show development within North Newport Center as a whole and development by sub-area. The tables provide a comprehensive review of the development within North Newport Center in terms of existing development, maximum development (allowed by the General Plan) and development that has occurred during 2021. The tables break down each sub-area of North Newport Center individually and track the area developed by land use, as applicable. A map that depicts the sub-areas within the NNCPC covered by this AR is shown as Figure 1. Figure 1 – Sub-Areas in North Newport Center Planned Community Annual Report – 2021(January 2022) 2 North Newport Center Zoning Implementation and Public Benefit Agreement – Expires August 2032 Summary Table – North Newport Center as of December 31, 2021 Sub-Area Entitlement Existing Development Development during 2021 Remaining Entitlement Fashion Island 1,523,416 1,470,097 – 53,319 680 theater seats 450 theater seats – 230 theater seats or 3,720 s.f. 1 Block 100 121,114 121,114 – 0 Block 400 91,727 88,173 – 3,554 Block 500 623,525 622,622 – 903 Block 600 1,605,899 2 1,310,899 – 0 295 hotel rooms 295 hotel rooms – 0 Block 800 286,166 245 residential units 286,166 245 residential units – 0 San Joaquin Plaza 95,550 95,550 – 0 524 residential units 524 residential units – 0 All numbers in this table are shown in square feet (s.f.) unless otherwise indicated. 1 The remaining entitlement is 230 seats, which has a gross floor area equivalent of 3,720 s.f. (16.1765 s.f./seat x 230 seats). 2 The General Plan entitlement figure includes allocations for hotel square footage, which is not represented in the Existing Development or Remaining Entitlement columns. Development Summary Annual monitoring of development is required by Development Agreement 2007-002 between the City of Newport Beach and Irvine Company as part of the North Newport Center Project which is in effect until 2032. Below is a list of permits that were issued within North Newport Center between January and December 2021. Not included in the list are accessory permits such as those for signs, cell sites, ADA upgrades, mechanical equipment or elevator repairs, or repairs and upgrades within the Villas at Fashion Island and The Colony residential developments. Note that the City bases the building permit gross floor area (g.f.a.) calculations on the Building Code definition and not the entitlement g.f.a. on the definition contained in the NNCPC, 4th Amendment, which is slightly different from the Building Code and excludes support uses (Section II.3). There were no permits issued or finalized in 2021 that resulted in changes to the gross floor area entitlement. Annual Report – 2021(January 2022) 3 North Newport Center Zoning Implementation and Public Benefit Agreement – Expires August 2032 Date Sub-Area Summary of Action Feb 2019 Feb 2020 Feb 2021 Mar 2021 Mar 2021 Apr 2021 Apr 2021 Apr 2021 Jun 2021 Jul 2021 Jul 2021 Aug 2021 Aug 2021 Aug 2021 Sept 2021 Sept 2021 Sept 2021 Nov 2021 Nov 2021 Nov 2021 Nov 2021 Fashion Island (Final) (Final) (Final) (Issued) (Issued) (Final) (Final) (Final) (Issued) (Final) (Issued) (Final) (Final) (Issued) (Issued) (Final) (Final) (Issued) (Final) (Issued) (Issued) 811 Newport Center Drive (X2019-0035) 957 Newport Center Drive (X2019-4026) 1065 Newport Center Drive (X2020-0413) 1083 Newport Center Drive (X2020-2759) 1083 Newport Center Drive (X2020-2760) 579 Newport Center Drive (X2021-0086) 579 Newport Center Drive (X2021-0087) 579 Newport Center Drive (X2021-0088) 1071 Newport Center Drive (X2021-0913) 1083 Newport Center Drive (X2021-1082) 363 Newport Center Drive (X2021-0558) 1083 Newport Center Drive (X2021-1082) 579 Newport Center Drive (X2021-1492) 453 Newport Center Drive (X2021-1995) 1083 Newport Center Drive (X2021-1689) 811 Newport Center Drive (X2021-1880) 1117 Newport Center Drive (X2021-2285) 415 Newport Center Drive (X2021-0595) 811 Newport Center Drive (X2021-2261) 453 Newport Center Drive (X2021-2786) 259 Newport Center Drive (X2021-3085) Jan 2020 Oct 2021 Nov 2021 Nov 2021 Block 400 (Issued) (Issued) (Issued) (Issued) 450 Newport Center Drive (X2019-2818) 450 Newport Center Drive (X2021-2001) 450 Newport Center Drive (X2021-2843) 450 Newport Center Drive (X2021-2976) Annual Report – 2021(January 2022) 4 North Newport Center Zoning Implementation and Public Benefit Agreement – Expires August 2032 Date Sub-Area Summary of Action Mar 2021 May 2021 Apr 2021 Sept 2021 Oct 2021 Oct 2021 Block 500 (Final) (Final) (Final) (Final) (Issued) (Issued) 520 Newport Center Drive (X2020-1998) 2071 San Joaquin Hills Road (X2020-2556) 2071 San Joaquin Hills Road (X2020-2542) 520 Newport Center Drive (X2021-2378) 500 Newport Center Drive (X2021-2522) 500 Newport Center Drive (X2021-2523) Jan 2020 Jan 2020 Apr 2020 Apr 2020 Jan 2021 Jun 2020 Jun 2020 Jun 2020 Jul 2020 Jun 2021 Jun 2021 Jan 2021 Sept 2020 Oct 2020 Dec 2020 Dec 2020 Feb 2021 Feb 2021 Jun 2021 Jul 2021 Jul 2021 Jul 2021 Aug 2021 Sept 2021 Sept 2021 Oct 2021 Oct 2021 Block 600 (Issued) (Issued) (Issued) (Issued) (Final) (Issued) (Issued) (Issued) (Issued) (Final) (Final) (Final) (Issued) (Issued) (Final) (Final) (Final) (Final) (Issued) (Issued) (Issued) (Issued) (Final) (Final) (Final) (Issued) (Issued) 610 Newport Center Drive (X2019-3833) 660 Newport Center Drive (X2019-4140) 610 Newport Center Drive (X2020-0675) 660 Newport Center Drive (X2019-3900) 620 Newport Center Drive (X2020-1070) 610 Newport Center Drive (X2020-0743) 610 Newport Center Drive (X2020-0382) 610 Newport Center Drive (X2020-0561) 660 Newport Center Drive (X2019-4107) 660 Newport Center Drive (X2020-1519) 660 Newport Center Drive (X2020-1520) 610 Newport Center Drive (X2020-1838) 610 Newport Center Drive (X2020-1997) 650 Newport Center Drive (X2020-1333) 650 Newport Center Drive (X2020-1334) 650 Newport Center Drive (X2020-1335) 620 Newport Center Drive (X2020-1946) 620 Newport Center Drive (X2020-0456) 660 Newport Center Drive (X2021-0914) 610 Newport Center Drive (X2020-0561) 610 Newport Center Drive (X2020-0743) 660 Newport Center Drive (X2019-3833) 660 Newport Center Drive (X2021-2000) 610 Newport Center Drive (X2021-2499) 620 Newport Center Drive (X2021-1950) 660 Newport Center Drive (X2021-2273) 660 Newport Center Drive (X2021-2274) Jul 2021 Aug 2021 Oct 2021 Nov 2021 Block 800 (Issued) (Issued) (Issued) (Issued) 840 Newport Center Drive X2021-1591) 880 Newport Center Drive X2021-1537) 840 Newport Center Drive X2021-2474) 840 Newport Center Drive X2021-2977) Feb 2020 Jul 2021 Aug 2021 Aug 2021 San Joaquin Plaza (Final) (Issued) (Issued) (Issued) 888 San Clemente Drive (X2019-3920) 888 San Clemente Drive (X2021-0583) 888 San Clemente Drive (X2021-1590) 888 San Clemente Drive (X2021-1948) The tables below show development within North Newport Center by sub-area. All numbers are shown in gross square feet unless otherwise indicated. The tables are intended to track development annually and provide a comprehensive listing of development by land use. The “Demolished” column reflects the final square footage demolished, not the square footage stated in a demolition permit. Similarly, the “Built” column reflects the square footage provided in a Certificate of Use and Occupancy and not the square footage stated in a building permit. There were no permits issued or finalized in 2021 that resulted in changes to the gross floor area entitlement. Annual Report – 2021(January 2022) 5 North Newport Center Zoning Implementation and Public Benefit Agreement – Expires August 2032 Fashion Island Entitlement January 2021 Existing Development January 2021 Recovered Demolished Permitted (Demo/New) Built Tracking Number Existing Development December 2021 Entitlement December 2021 Land Use Regional Commercial 1,523,416 1,519,223 49,126 1,470,097 1,523,416 Theater Seats 680 450 450 680 Block 100 Entitlement January 2021 Existing Development January 2021 Transferred/ Converted Demolished Permitted (Demo/New) Built Tracking Number Existing Development December 2021 Entitlement December 2021 Land Use Office/Commercial 121,114 121,114 121,114 121,114 Block 400 Entitlement January 2021 Existing Development January 2021 Recovered Demolished Permitted (Demo/New) Built Tracking Number Existing Development December 2021 Entitlement December 2021 Land Use Office/Commercial 91,727 91,727 3,554 88,173 91,727 Block 500 Entitlement January 2021 Existing Development January 2021 Transferred/ Converted Demolished Permitted (Demo/New) Built Tracking Number Existing Development December 2021 Entitlement December 2021 Land Use Mixed Use Horizontal 3 (MU-H3) 623,525 622,622 622,622 623,525 Residential Units 0 0 0 0 Block 600 Entitlement January 2021 Existing Development January 2021 Transferred/ Recovered Demolished Permitted (Demo/New) Built/ C of O Tracking Number Existing Development December 2021 Entitlement December 2021 Land Use Mixed Use Horizontal 3 (MU-H3) 1,310,8993 1,310,899 1,310,899 1,310,899* Residential Units 0 0 0 0 Hotel Rooms 295 295 295 295 3 Reflects only Office Entitlement. Block 800 Entitlement January 2021 Existing Development January 2021 Transferred /Converted Demolished Permitted (Demo/New) Built Tracking Number Existing Development December 2021 Entitlement December 2021 Land Use Office/Commercial 286,166 286,166 286,166 286,166 Residential Units 245 245 245 245 Annual Report – 2021(January 2022) 6 North Newport Center Zoning Implementation and Public Benefit Agreement – Expires August 2032 San Joaquin Plaza Entitlement January 2021 Existing Development January 2021 Transferred/ Converted Demolished Permitted (Demo/New) Built Tracking Number Existing Development December 2021 Entitlement December 2021 Land Use Mixed Use Horizontal 3 (MU-H3) 95,550 95,550 95,550 95,550 Residential Units 524 524 524 524 Annual Report – 2021 (January 2022) 7 North Newport Center Zoning Implementation and Public Benefit Agreement – Expires August 2032 Public Benefits The Public Benefits Table below lists all of the public benefits resulting from Development Agreement No. DA2007-002 entitled The Zoning Implementation and Public Benefit Agreement (Agreement) between the City of Newport Beach and Irvine Company Concerning North Newport Center and the Amendment to the Agreement approved in August 2012 (herein referred to as the Development Agreement). Public benefits are listed in Section 4 of the development agreement. Items that have been completed in previous reporting years are shown as Year Complete. Items completed in the current year are shaded. Traffic fair-share fees and in-lieu park fees are the sole remaining Development Agreement obligations. Public Benefits Table Type of Fee, Contribution or Dedication Development Agreement Reference Timing/Milestone Payment/Contribution/Dedication Status In-Lieu Park Fees for Renovation of Oasis Senior Center and for Park Uses Section 4.1 Paragraphs 1-2 Regardless of whether a subdivision map is approved for any or all of the residential units, and prior to and as a condition to City’s issuance of the First Residential Building Permit (but in no event earlier than the Effective Date) Landowner shall pay to City the greater of (i) the sum of $3,733,333.33 (which is 1/3 of the total Park Fees to be paid to City under this Agreement) (the “Initial Park Fee”) or (ii) the applicable Per Unit Park Fees (if the First Residential Building Permit includes more than one hundred forty-three (143) residential units). Landowner’s payment of the Initial Park Fee shall entitle Landowner to a credit against payment of the Per Unit Park Fees for the first one hundred forty-three (143) residential units to be developed on the Property. Total payment as of December 31, 2014: $3,733,333.33 Responsible party: Irvine Company Completed Date: November 3, 2014 Section 4.1 Paragraph 2 Prior to and as a condition to City’s issuance of a building permit for development of the one hundred forty-fourth (144th) residential unit on any portion of the Property located in Newport Center Block 500, Newport Center Block 600, or San Joaquin Plaza Landowner shall pay to City the sum of $17,364.11 (the difference between the Initial Park Fee and the total Per Unit Park Fees for 144 residential units) Total payment as of December 31, 2014: $17,364.11 Responsible party: Irvine Company Completed Date: November 3, 2014 Annual Report – 2021 (January 2022) 8 North Newport Center Zoning Implementation and Public Benefit Agreement – Expires August 2032 Type of Fee, Contribution or Dedication Development Agreement Reference Timing/Milestone Payment/Contribution/Dedication Status In-Lieu Park Fees for Renovation of Oasis Senior Center and for Park Uses Section 4.1 Paragraph 2 Prior to and as a condition to City’s issuance of each subsequent building permit for residential development within that portion of the Property Landowner shall pay to City the sum of $26,046.51 per unit (“Per Unit Park Fees”) * Less $5,600,000.00 paid on 3/10/09 per Section 4.1, Paragraph 4 (See Page 6 of Annual Report) Number of units as of December 31, 2014: 286 Per unit: $26,046.51 * Total payment: $1,849,302.56 Responsible party: Irvine Company Completed Date: November 3, 2014 In-Lieu Park Fees for Renovation of Oasis Senior Center and for Park Uses Section 4.1 Paragraph 3 If Landowner sells any residential unit developed within the Property to a third-party purchaser in other than a bulk sale of all of the units in a single residential building Landowner shall pay to City at the time of such sale of an individual residential unit the then-applicable park fee for such unit as may be in effect at that time within the City of Newport Beach, less a credit for the amount of the Per Unit Park Fee paid prior to that time. Please see Section 4.1, paragraph 3 for additional information regarding Landowner’s obligation to pay fees and memorandums to be recorded against the title of each unit. Number of units sold as of December 31, 2021: (units) 0 Park fee per unit: $ Total payment: $ 0 Responsible party: Irvine Company Completed Annual Report – 2021 (January 2022) 9 North Newport Center Zoning Implementation and Public Benefit Agreement – Expires August 2032 Type of Fee, Contribution or Dedication Development Agreement Reference Timing/Milestone Payment/Contribution/Dedication Status In-Lieu Park Fees for Renovation of Oasis Senior Center and for Park Uses Section 4.1 Paragraph 4 If, on the date that City awards a contract for renovation of the Oasis Senior Center, the total sum of both the Initial Park Fee and the Per Unit Park Fees paid by Landowner to City to date is less than the sum of $5,600,000 Within five (5) days after City’s award of the contract, Landowner shall pay to City the difference (“Park Fee Advancement”). Landowner’s payment of the Park Fee Advancement shall entitle Landowner to a credit against the Initial Park Fee (if not paid by the time the Park Fee Advancement is paid) and against the next Per Unit Park Fees that otherwise would be due and payable to City until the entire credit is exhausted. After such credit is exhausted, prior to and as a condition to City’s issuance of each subsequent building permit for residential development of any portion of the Property located in Newport Center Block 500, Newport Center Block 600, or San Joaquin Plaza, Landowner shall continue to pay the Per Unit Park Fees as residential building permits are issued. Date that City awards a contract for renovation of the Oasis Senior Center 3/10/2009 Check below if answer is “yes.” The total sum of both the Initial Park Fee and the Per Unit Park Fees paid by Landowner to City is less than the sum of $5,600,000 (as of date above) If box above is checked, then Landowner shall pay to City “Park Fee Advancement” in the amount of: $5,600,000 No initial park fees paid. Lump sum payment to City: $5,600,000 Responsible party: Irvine Company Completed Date: 3/10/ 2009 In-Lieu Park Fees for Renovation of Oasis Senior Center and for Park Uses Section 4.1 Paragraph 5 Not specified City shall earmark $5,600,000 of the Park Fees to be paid by Landowner (one-half of the total Park Fees) as a matching challenge grant to apply toward contributions to the renovation of the Oasis Senior Center. Responsible party: City of Newport Beach Completed date: Early 2009 (prior to construction) In-Lieu Park Fees for Renovation of Oasis Senior Center and for Park Uses Section 4.1 Paragraph 5 Not Specified City shall apply any Park Fees not spent by City on the renovation of the Oasis Senior Center to any park use as determined by City. Landowner acknowledges that the actual amount of funds raised through the matching challenge may be less than $5,600,000 and that the amount raised shall not affect the amount of Park Fees payable by Landowner to City. Responsible party: City of Newport Beach Completed date: Early 2009 (prior to construction) Public Benefit Fee Section 4.2 Paragraph 1 Not specified Landowner shall pay to City the sum of $27,090,000 as set forth in Section 4.2 (“Public Benefit Fee”), of the Development Agreement. Payment in the sum of $27,090,000 paid in full as of November 3, 2014 Responsible party: Irvine Company Completed (7/26/11 and 11/3/14 as indicated below) Annual Report – 2021 (January 2022) 10 North Newport Center Zoning Implementation and Public Benefit Agreement – Expires August 2032 Type of Fee, Contribution or Dedication Development Agreement Reference Timing/Milestone Payment/Contribution/Dedication Status Section 4.2 Paragraph 1 Prior to and as a condition to the issuance of the First Building Permit – 650 Newport Center Drive Landowner shall pay to City the sum of $13,545,000, which is one-half of the Public Benefit Fee (“Initial Public Benefit Fee”). Payment: as of July 26, 2011 $13,545,000 Responsible party: Irvine Company Completed Section 4.2 Paragraph 1 Upon the issuance of building permits for the 430 residential units authorized for development within the Property. The balance of the Public Benefit Fee shall be paid to City. The amount payable by Landowner to City for each such residential unit shall be the sum of $31,500. Building permits have been issued for 430 residential units as of November 3, 2014 Total payment (balance of the Public Benefit Fee): $13,545,000 This equates to $31,500 per unit for 430 units. Total payment as of November 3, 2014 Responsible party: Irvine Company Completed Fair Share Traffic Fees Section 4.3 Paragraph 1 The Property is subject to City’s Fair Share Traffic Contribution Ordinance, which requires the payment of certain fair share traffic fees for development (“Fair Share Traffic Fees”). The City is in the process of considering updates and amendments to its Fair Share Traffic Contribution Ordinance and its Fair Share Traffic Fees and that as a result of such updates and amendments the Fair Share Traffic Fee charged by City may be increased (the “Initial Fee Increase”). Notwithstanding any other provision set forth in the Development Agreement to the contrary, Landowner agrees that Landowner and the Property shall be subject to the modified Fair Share Traffic Contribution Ordinance including the increased fees payable pursuant to the Initial Fee Increase. This applies to square footage that was newly entitled under this agreement. Please see Section 4.3 of the Development Agreement for additional detailed information pertaining to fees. Fair Share Traffic Fees paid for 2021: $ None Required Responsible party: Irvine Company Annual Report – 2021 (January 2022) 11 North Newport Center Zoning Implementation and Public Benefit Agreement – Expires August 2032 Type of Fee, Contribution or Dedication Development Agreement Reference Timing/Milestone Payment/Contribution/Dedication Status Circulation Enhancements to Public Right of Way Section 4.4 Paragraph 1 “Circulation Enhancement Contribution” to reimburse City for City’s expenses incurred for the design and construction of one or more of the circulation improvements listed in Section 4.4 of the Development Agreement, as determined by the City’s Director of Public Works, should City choose to approve the circulation enhancements after its environmental review and approval process and in compliance with CEQA. Please refer to Section 4.4, paragraph 1 of the Development Agreement for the list of circulation enhancements. Landowner shall contribute to City the sum of Two Million Five Hundred Thousand Dollars ($2,500,000.00) (“Circulation Enhancement Contribution”). Check below if answer is “yes.” The City choses to approve, design and construct one or more of the circulation enhancements listed in Section 4.4 of the Development Agreement Date: See note below Note: See page 19 for additional information. If box above is checked, then Landowner shall contribute up to $2,500,000.00 based on actual costs requested by the City and the amount spent by Irvine Company on those projects the City agreed could be built by Irvine Company. Responsible party: Irvine Company Completed Date: 12/31/13 Circulation Enhancements to Public Right of Way Section 4.4 Paragraph 2 Landowner shall pay the Circulation Enhancement Contribution to City from time to time after the Effective Date, within thirty (30) days after receipt of written request for reimbursement from City, with any balance to be paid to City on the date that is sixty (60) months after the Effective Date (the Effective Date is January 18, 2008) regardless of whether City has incurred the cost for the foregoing improvements. Alternatively, Landowner and City may mutually agree upon arrangements for Landowner to use the Circulation Enhancement Contribution to construct the foregoing improvements subject to City’s approval. Landowner shall pay the Circulation Enhancement Contribution to City from time to time after the Effective Date and Landowner will pay any balance to the City up to a maximum contribution of $2,500,000.00 less the cost for any improvements constructed by Landowner. Contributions shall be paid by Landowner upon receipt of invoices from the City. Indicate payment(s) below (if applicable): Amount paid by Landowner to City for Circulation Enhancement Contribution as of December 31, 2013 $1,905,803 Date that is 60 months after the Effective Date: January 18, 2013 Amount of balance paid by Landowner to City as of ___________ (date) Responsible party: Irvine Company Completed or Check this box if Landowner and City mutually agree for Landowner to use contribution to construct improvements. Date: ________________ Amount used to construct improvements as of December 31, 2013: $676,222 Responsible party: Irvine Company Completed Annual Report – 2021 (January 2022) 12 North Newport Center Zoning Implementation and Public Benefit Agreement – Expires August 2032 Type of Fee, Contribution or Dedication Development Agreement Reference Timing/Milestone Payment/Contribution/Dedication Status Dedication of Public Rights of Way Section 4.5 Paragraph 1 At such time as City provides legal descriptions for the public rights of way, which descriptions shall be consistent with the design of the circulation improvements for said public right of way. Landowner shall provide an offer of dedication to City for the additional public rights of way necessary for circulation improvements on the north side of San Miguel Drive between MacArthur Boulevard and Avocado Avenue and on Avocado Avenue between San Nicolas Drive and San Miguel Drive. Please see Section 4.5 of the Development Agreement for additional information. Responsible party: Irvine Company Completed No longer applicable due to dedication of Avocado parcel on October 17, 2008, as described in Section 4.6 Paragraph 1 below. Avocado parcel dedication documented in 2008 Annual Report. Dedication of Public Rights of Way Section 4.5 Paragraph 1 At such time as City provides legal descriptions for the public rights of way, which descriptions shall be consistent with the design of the circulation improvements for said public right of way. Landowner shall convey the public right of way to City (through the recordation of an offer of dedication without any restrictions or qualifications) free and clear of all recorded and unrecorded monetary liens, any delinquent property taxes or assessments, and all tenancies, lessees, occupants, licensees, and all possessory rights of any kind or nature. In addition, upon the conveyance, there shall not be any violation of any law, rule, or regulation affecting the public right of way or its use, including any environmental law or regulation, and Landowner shall be responsible for causing said condition to be satisfied. Check this box if the Landowner has recorded an offer of dedication to the City without any restrictions or qualifications. Responsible party: Irvine Company Completed No longer applicable due to dedication of Avocado parcel on October 17, 2008, as described in Section 4.6 Paragraph 1 below. Avocado parcel dedication documented in 2008 Annual Report. Open Space Dedication Section 4.6 Paragraph 1 Landowner shall dedicate to City (through the recordation of a grant deed) the open space parcel in Newport Center comprised of approximately 3.18 acres of land area, bounded on the north by the Orange County Transportation Authority site, the east by MacArthur Boulevard, the south by San Miguel Drive, and the west by Avocado Avenue (“Open Space Parcel”),within thirty (30) days after the earliest of the following: (i) City has awarded a construction contract for the construction of City Hall at any location within the City or (ii) the option to purchase the Option Site has terminated as provided in Section 4.8.1 of Development Agreement No. DA2007-002. Landowner shall convey the Open Space Parcel for open space or public facilities purposes, to City free and clear of all recorded and unrecorded monetary liens, any delinquent property taxes or assessments, and all tenancies, lessees, occupants, licensees, and all possessory rights of any kind or nature. Check below if the answer to (i) or (ii) is “yes.” (i) City has awarded a construction contract for the construction of City Hall at any location within the City Date: Not Applicable (ii) the option to purchase the Option Site has terminated as provided in Section 4.8.1 of Development Agreement No. DA2007-002. Date: May 27, 2008 Within 30 days after the earliest of one of the two events listed above, Landowner shall dedicate to City (through the recordation of a grant deed) the open space parcel in Newport Center comprised of approximately 3.18 acres of land area Check this box once the grant deed has been recorded. Date: October 17, 2008 Annual Report – 2021 (January 2022) 13 North Newport Center Zoning Implementation and Public Benefit Agreement – Expires August 2032 Type of Fee, Contribution or Dedication Development Agreement Reference Timing/Milestone Payment/Contribution/Dedication Status Open Space Dedication Section 4.6 Paragraph 1 Not specified Landowner shall, at its sole cost and expense, cause a title company selected by City to issue to City an owner’s policy of title insurance for the Open Space Parcel with liability in an amount reasonably determined by City (but not exceeding the fair market value of the Open Space Parcel) showing fee title to the Open Space Parcel vested in City, free and clear of the liens, rights, and encumbrances referred to in Section 4.6 of Development Agreement No. DA2007-002. Check this box once Landowner, at its sole cost and expense, has caused a title company selected by City to issue to City an owner’s policy of title insurance for the Open Space Parcel Date: October 17, 2008 Responsible party: Irvine Company Retrofit Sprinkler Systems Section 4.9 Paragraph A The Newport Center Drive system retrofit shall be completed by June 2008. Landowner shall retrofit the existing sprinkler systems in the Newport Center Drive parkways and medians to low flow technology with the following specifications: (1) The control system must monitor and adjust itself not less than daily, using either evapotranspiration rates for the Corona del Mar microclimate or soil moisture levels monitored at enough locations in the irrigation area as to cover each soil and slope type in Newport Center. (2) The control system must adjust to rain conditions to limit or eliminate watering during rain events. (3) The sprinkler heads must eliminate overspray onto roads, sidewalks, and other hardscape either by using highly targeted heads that only water the plant material or by using a sprinkler-like wicking system, such as the Jardinière system (4) The performance of the sprinkler systems must be monitored on a regular basis. Landowner agrees to install flow meters to detect line and/or sprinkler head breaks when wireless flow meter technology is proven and commercially available. Check each box below upon implementation of the corresponding low flow technology listed to the left. (1) (2) (3) (4) Check this box once the Newport Center Drive system retrofit is completed. Date: November 1, 2008 Responsible party: Irvine Company Annual Report – 2021 (January 2022) 14 North Newport Center Zoning Implementation and Public Benefit Agreement – Expires August 2032 Type of Fee, Contribution or Dedication Development Agreement Reference Timing/Milestone Payment/Contribution/Dedication Status Retrofit Sprinkler Systems Section 4.9 Paragraph A The Fashion Island retrofit shall be completed in phases in conjunction with the water quality enhancements in Section 4.9B of the Development Agreement. Landowner shall retrofit the existing sprinkler systems in the landscape areas within Fashion Island to low flow technology with the following specifications: (1) The control system must monitor and adjust itself not less than daily, using either evapotranspiration rates for the Corona del Mar microclimate or soil moisture levels monitored at enough locations in the irrigation area as to cover each soil and slope type in Newport Center. (2) The control system must adjust to rain conditions to limit or eliminate watering during rain events. (3) The sprinkler heads must eliminate overspray onto roads, sidewalks, and other hardscape either by using highly targeted heads that only water the plant material or by using a sprinkler-like wicking system, such as the Jardinière system (4) The performance of the sprinkler systems must be monitored on a regular basis. Landowner agrees to install flow meters to detect line and/or sprinkler head breaks when wireless flow meter technology is proven and commercially available. Check each box below upon implementation of the corresponding low flow technology specification listed to the left. (1) (2) (3) (4) Check this box once the Fashion Island retrofit is completed Date: December 2009 Sprinkler retrofit is 100% complete. Responsible party: Irvine Company Fashion Island Water Quality Enhancements Section 4.9 Paragraph B Not specified Landowner commits to expend a minimum of $1 million to enhance the water quality treatment (which could include bio-filtration, media filtration or other technology) of those surface parking areas of Fashion Island which are not otherwise included within the new development or redevelopment projects. Landowner has full discretion as to the treatment methods utilized and improvement phasing, to ensure that the improvements integrate with the water quality treatment plans of the new development areas. For the year 2014, indicate the amount expended to enhance the water quality treatment of those surface parking areas in Fashion Island: For 2014 $47,300 Cumulative Total – see page 20 for additional information $1,030,674 Completed The amount spent above is as of December 31, 2014. Responsible party: Irvine Company Annual Report – 2021 (January 2022) 15 North Newport Center Zoning Implementation and Public Benefit Agreement – Expires August 2032 Type of Fee, Contribution or Dedication Development Agreement Reference Timing/Milestone Payment/Contribution/Dedication Status Fashion Island Water Quality Enhancements Section 4.9 Paragraph B Annually. The first report is due by January 18, 2009 (one year after the Effective Date of January 18, 2008). Landowner agrees to make annual reports to the City regarding the progress of these enhancements including the work performed and the amount expended. Check this box when the 2014 Annual Report is submitted to the City. Date: January 16, 2015 Maintenance was conducted on the water quality treatment systems. See page 20 for additional information for year 2014. Responsible party: Irvine Company Cooperation of Landowner if City Hall Constructed on Property North of Library Section 4.10 Paragraph 1 If City elects to construct a new City Hall on the property located on the east side of Avocado Avenue, north of the Central Library Landowner shall cooperate in good faith with City to implement any necessary land use regulations, including zoning amendments, and to release and terminate the use restrictions contained in the deed for the property to allow for and accommodate construction of a new City Hall on that site. Check this box if the City elects to construct a new City Hall on the site north of the Central Library. Check this box once Landowner has cooperated in good faith with the City and has released and terminated the use restrictions contained in the deed for the property. Date: May 20, 2008 Responsible party: Irvine Company Dedication of Lower Castaways Section 4.11 Paragraph 1 Upon issuance of the First Building Permit Landowner shall dedicate to City the Lower Castaways site for municipal or municipally sponsored uses allowed under the General Plan’s Recreational Marine Commercial designation, such as park, marine educational facility, marine research and conservation facility, or marine and harbor dependent service and support uses and other similar uses in furtherance of the Tidelands Trust. Check this box once the first building permit has been issued. Date: Not Applicable Check this box once the Lower Castaways site has been dedicated to the City Date: October 17, 2008 Responsible party: Irvine Company Dedication of Lower Castaways Section 4.11 Paragraph 1 Not specified The property shall have a deed restriction in favor of Landowner which shall restrict the City’s use of the property to such uses (listed in the row above), and allow the City to contract with a for profit or non-profit entity to operate certain municipal facilities or to use the property in furtherance of such uses; provided that the City may not transfer the property, by sale or long-term lease to any private, for-profit company for any commercial boat marina. Check this box once a deed restriction has been issued in favor of the Land-owner for the Lower Castaways site Date: October 17, 2008 Responsible parties: Irvine Company and the City of Newport Beach Annual Report – 2021 (January 2022) 16 North Newport Center Zoning Implementation and Public Benefit Agreement – Expires August 2032 Ongoing Obligations and Public Benefits The table below lists ongoing obligations from Irvine Company and additional public benefits resulting from Development Agreement No. DA2007-002 referenced above and as amended in August 2012. Ongoing obligations and public benefits listed in the table below are from various sections of the Development Agreement, not including Section 4, Public Benefits. Type of Fee, Contribution or Dedication Development Agreement Reference Timing/Milestone Payment/Contribution/Dedication Status Implement and Document Compliance with AHIP Section 3 Implementation schedule: * Certificate of use and occupancy for 100th market rate unit / one-third of required units. * Certificate of use and occupancy for 200th market rate unit / one-third of required units. * Certificate of use and occupancy for 300th market rate unit / one-third of required units. Affordable housing agreement will be executed and recorded for designated affordable units in The Bays apartment complex before the point where a certificate of use and occupancy is issued for the related market rate units. TIC must implement and document compliance with the Affordable Housing Implementation Plan (“AHIP”) as amended and adopted in August 2012. Check the appropriate box once an affordable housing agreement has been executed and recorded for each phase below. Affordable Housing Agreement Executed: August 5, 2015 Recorded: September 15, 2015 100th market rate unit Date: October 6, 2017 200th market rate unit Date: October 6, 2017 300th market rate unit Date: October 6, 2017 Responsible party: Irvine Company Pubic Benefit Fee Section 6 (Amendment) A fee shall be paid for the 431st unit and all subsequent units at the time the building permit is issued A total of $63,000.00 per unit for the additional 94 units approved in 2012 shall be paid. The total payment is $5,922,000.00 Building permit issuance for units 431 through 524. Date: November 3, 2014 Payment: $5,922,000.000 Responsible party: Irvine Company Public Benefit Fee for Parks Section 7 (Amendment) Prior to issuance of each building permit a Public Benefit Fee for parks shall be paid on or before July 1, 2013. TIC shall pay $26,046.51 per unit for each of the additional 94 residential units added to the NNCPC. Amount paid by TIC to City for Public Benefit Fee for Parks: $2,448,371.94 Date: July 1, 2013 Responsible party: Irvine Company Complete* *Amount was paid on or before July 1, 2013 but not reported in the 2013 Annual Report Annual Report – 2021 (January 2022) 17 North Newport Center Zoning Implementation and Public Benefit Agreement – Expires August 2032 Type of Fee, Contribution or Dedication Development Agreement Reference Timing/Milestone Payment/Contribution/Dedication Status Development of Option Site with 72,000 Square Feet of office use Sections 6.7 and 7.1 TPO approval and compliance with the fair share traffic fee requirements must occur before TIC can develop the Option Site. Since the City will not be developing the Option Site with 72,000 square feet: TIC must conduct a traffic analysis, provide traffic mitigation in compliance with the Traffic Phasing Ordinance (“TPO”), pay the applicable Fair Share Traffic Fees, and obtain TPO approval from the Planning Commission (appeal goes to City Council) before it can develop the Option Site with 72,000 square feet of office use. Check this box when TPO approval and compliance is attainted Date: August 7, 2008 Responsible party: Irvine Company Complete Construction of a Third Eastbound Left Turn Lane at the Intersection of MacArthur Blvd. and San Joaquin Hills Road Section 7.3 No later than the earlier of: (1) the date the City issues the certificate of occupancy for any new development under the First Building Permit (but specifically excluding the building permit for the Parking Structure), or (2) the date that is 60 months after the Effective Date. 60 months after the Effective Date is January 18, 2013 (60 months after January 18, 2008). Complete construction of a third eastbound left turn lane at the intersection of MacArthur Boulevard and San Joaquin Hills Road (within the existing right of way except for any needed dedication at the southwest corner). Check this box once lane construction is complete Date: October 2012 Responsible party: Irvine Company Reimbursement for Bayside Walkway Connection Section 8 (Amendment) Payment by Landowner to City within 90 days after receipt of written notice that contract for project construction has been awarded. No more than $200,000.00 reimbursement for actual costs for plans, specifications, permits and/or construction. Amount paid by Landowner to City: $152,257.22 Date: July 5, 2014 Responsible party: Irvine Company Complete Annual Review of Compliance with Code Sections Section 14 First annual review (including an updated tracking chart of built intensity and provision of public benefits) must take place by January 18, 2009 (one year after the Effective Date of January 18, 2008). The parties must conduct annual review of compliance with California Government Code sections 65865 and 65865.1 and City of Newport Beach Municipal Code §15.45.070. TIC must document the current status of its entitlement use (i.e., a tracking chart of built intensity) and its provision of the public benefits identified in Section 4 of the Development Agreement. Check this box once the first annual review has taken place Date: January 16, 2009 (City Council approval February 24, 2009) Responsible party: Irvine Company Annual Report – 2020 (January 2021) 18 North Newport Center Zoning Implementation and Public Benefit Agreement – Expires 2032 City Concurrence By signing below, the City acknowledges its concurrence with the information presented in the Annual Report. City Acknowledgement Signature Date Title Annual Report Distribution A complete Annual Report for North Newport Center shall be completed and distributed no later than January 18 following each prior year to the individuals listed below. City of Newport Beach 100 Civic Center Drive Post Office Box 1768 Newport Beach, California 92658-8915 Attn: City Manager City of Newport Beach 100 Civic Center Drive Post Office Box 1768 Newport Beach, California 92658-8915 Attn: City Attorney Irvine Company 550 Newport Center Drive Newport Beach, California 92660-0015 Attn: Jeff Davis Latham & Watkins LLP 600 West Broadway, Suite 1800 San Diego, California 92101-3375 Attn: Christopher W. Garrett Annual Report – 2020 (January 2021) 19 North Newport Center Zoning Implementation and Public Benefit Agreement – Expires 2032 4.4 Circulation Enhancements to Public Right of Way – Completed 2013 Section 4.4 of the North Newport Center Zoning Implementation and public Benefit Agreement requires that individual enhancement projects be established through discussion with the City of Newport Beach Director of Public Works. The table below lists the individual projects resulting from those discussions and the actual or estimated cost for individual project components as of December 31, 2013. Projects 1-4 were completed in 2012. Project 5 was completed in 2013. As shown in the table, the total Irvine Company contribution through a combination of direct construction costs and reimbursement to the city exceeded the established maximum requirement of $2,500,000. North Newport Center – Circulation Enhancements to Public Right of Way Transportation Improvements Program Completed December 31, 2013 Project Estimated Project Cost1 Potential CEC Contribution Cumulative CEC Total Potential Contribution (Maximum Contribution Limited To $2,500,000)2 Remaining CEC Commitment 1. San Miguel Widening and Intersection Improvements (MacArthur to west of Avocado) including: - Signal modifications at MacArthur and Avocado - Relocation of NW corner entry monument and pine tree replacement (Complete 2012) Contract Cost = $ 1,355,6503 CIOSA Funding = $ 450,330 Remaining Cost = $ 905,320 City Reimbursement = $ 905,320 Additional Costs = $ 42,8884 Total Contribution = $ 948,208 $948,208 $1,551,792 2. Upgrade Existing Newport Center Traffic Signals (City Project No. C3002009) including: - Interconnection of Signals - Traffic Signal @ Anacapa/Newport Center Drive (Partial) - Signal Modifications @ San Miguel/Newport Center Drive (Complete) (Complete 2012) $920,9645 $910,4836 $1,858,691 $641,309 3. Newport Center Drive Parking Revisions (Complete 2012) $90,000 $90,0007 $1,948,691 $551,309 4. Add fourth leg to Center Drive intersection with Newport Center Drive and signalize (Complete 2012) $300,0008 $354,4969 $2,303,187 $196,813 5. Operational Improvements to streets adjacent to Blocks 500 and 600 of Newport Center Drive (Santa Rosa Revisions - Built by Irvine Company) (Complete 2013) $240,828 $278,83810 $2,582,02511 -0- 1 As established in Section 4.4 of the 2011 North Newport Center Annual Report 2 Per North Newport Center, “Zoning Implementation and Public Benefit Agreement” – Section 4.4 (December 18, 2007) 3 Excluding City contributions of $125,000 (City Hall costs for Farallon City Hall site entry) 4 Direct costs to Irvine Company incurred outside of City Contract 5 Based on Contract awarded (6/14/11) including $51,000 of contingencies 6 Per Tony Brine’s September 13, 2013 e-mail 7 Per $90,000 final cost, consisting of $51,200 in contractor costs (per 9/13/13 e-mail from Tony Brine) and $38,800 spent by Irvine Company on project development and design 8 Per Irvine Company documentation 9 Per final contract costs provided by Irvine Company 10 Per Irvine Company’s final project cost for design and construction 11 The total amount paid/contribute by Irvine Company, therefore, exceeds the Maximum Contribution by $85,025. Annual Report – 2020 (January 2021) 20 North Newport Center Zoning Implementation and Public Benefit Agreement – Expires 2032 4.9 B. Fashion Island Water Quality Enhancements – Fashion Island Parking Areas Fashion Island WQMP Master Plan and Treatment - A master treatment plan has been created for all parking lot surface areas in Fashion Island, taking into consideration timing of development phasing, maximizing treatment potential for non-development areas and implementing construction efficiencies for cost minimization. Technical oversight on treatment design and selection to meet State Water Quality Treatment requirements utilizing bio-retention, media filtration and other technology was provided by Stantec Civil Engineering, NMG Soil Engineering and Geosyntec Engineering, a leading bio-retention engineering company. The proposed treatment plan when fully implemented would treat 95% of the parking lot surface areas and 95% of building and hardscape areas. The treatment design will include four bio-retention systems and six media cartridge vault systems designed to treat a total tributary area of 1,687,617 square feet of surface parking area, including 1,539,099 square feet of Non-Development area. An additional 1,283,180 square feet of retail building area, including 1,096,658 square feet of Non-Development area, will be treated as a result of utilization of existing storm line systems. Nineteen percent of non-development tributary area will be treated by bio-retention systems with the remaining 81% treated by media cartridge vault. Additional water quality improvements will occur in future years. The following tables identify the Non-Development Water Quality Treatment from 2008 through December 31, 2014, and the compliance to date with Section 4.9, Paragraph B of the Development Agreement. Water quality treatment costs in 2014 include maintenance of the water quality treatment systems. Fashion Island Non-Development Water Quality Treatment – Completed 2014 Location/Name Tributary Area (sf)1 Non- Development Area (sf)2 Installation Cost Operational Cost Total Cost Total Cost 2008 Total Cost 2009 Total Cost 2010 Total Cost 2011 Total Cost 2012 Total Cost 2013 Total Cost 2014 1 Bldg. B and C 299,623 174,240 $121,709 - $121,709 - - - - $121,709 - 3 PS2 Frontage 324,251 16,273 $10,932 - $10,932 - $10,932 - - - - 3 Bldg. D 58,735 4,000 $88,748 - $88,748 - - - - $88,748 4 PS2 160,453 102,727 $99,020 - $99,020 - $99,020 - - - - 5,6 Center Drive 406,642 349,787 $217,957 - $217,957 - - - - $217,957 - 7,8 Eastside 871,133 432,234 $282,158 $250 $282,408 $112,961 $169,447 - - - - Maintenance - - - - - - - $34,000 $34,000 $47,300 $47,300 $47,300 Total $731,776 $250 $732,026 $112,961 $279,399 $34,000 $34,000 $386,966 $136,048 $47,300 1 This figure represents the total area treated and includes Development and Non-Development areas. 2 This figure represents only the Non-Development parking lot surface areas treated. Compliance to Date, Section 4.9, Paragraph B – Development Agreement Commitment Existing Enhancement 2014 Enhancement Commitment To-Date Remaining Commitment $1,000,000 $983,374 $47,300 $1,030,674 $0